What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-01 compared with 2024-10-29 · 230 added, 384 removed, 526 unchanged (54% of the section changed)

4 unchanged sentences

(Current period unaudited)

September 29,

2025 December 29,

27 unchanged sentences

authorized- 500,000,000 shares;

issued- 142,871,688 shares at September 29, 2024 and 132,300,971 shares at December 31, 2023;

outstanding- 142,631,508 shares at September 29, 2024 and 126,879,099 shares at December 31, 2023

issued- 142,871,688 shares at March 30, 2025 and 142,871,688 shares at December 29, 2024;

outstanding- 141,067,578 shares at March 30, 2025 and 141,387,049 shares at December 29, 2024

Additional paid-in capital 1,873.8 1,943.9

Retained loss ( 72.8 ) ( 70.1 )

Retained earnings 161.3 64.3

Treasury stock:

240,180 shares at September 29, 2024 and 5,421,872 shares at December 31, 2023

1,804,110 shares at March 30, 2025 and 1,484,639 shares at December 29, 2024

( 105.0 ) ( 82.6 )

8 unchanged sentences

(In millions, except per share amounts)

Quarter ended Year-to-date period ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Quarter ended

March 30, 2025 March 31, 2024

Sales $ 1,144.4 $ 1,042.9

2 unchanged sentences

Selling and administrative expenses 85.0 82.0

Restructuring charges (credits) 0.5 ( 0.5 ) ( 1.2 ) 2.2

Loss (gain) on asset sales and sales of businesses, net ( 0.3 ) 0.1 ( 2.5 ) 0.8

Restructuring charges — 0.2

Loss on asset sales and sales of businesses, net 3.9 —

Operating income 146.9 115.2

13 unchanged sentences

(In millions)

Quarter ended Year-to-date period ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Quarter ended

March 30, 2025 March 31, 2024

Net income $ 100.5 $ 68.4

1 unchanged sentence

Unrealized net change arising during the period 7.4 ( 6.6 )

Net derivatives loss on hedge transactions ( 1.9 ) ( 3.2 ) ( 4.3 ) ( 20.6 )

Reclassification adjustment included in net income 5.1 —

Total 12.5 ( 6.6 )

Net derivatives gain (loss) on hedge transactions 6.4 ( 1.8 )

Reclassification to net income of net realized loss 1.0 1.7

16 unchanged sentences

(In millions)

Year-to-date period ended

September 29, 2024 October 1, 2023

Quarter ended

March 30, 2025 March 31, 2024

Operating Activities:

Net income $ 100.5 $ 68.4

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization 40.8 36.0

2 unchanged sentences

Net gains from disposal of property, plant and equipment 0.3 —

Loss (gain) on sales of businesses — 0.6

Loss on sales of businesses 3.7 —

Changes in operating assets and liabilities:

2 unchanged sentences

Accounts payable ( 34.6 ) ( 33.5 )

Pension plan contributions — ( 272.0 )

Retirement benefits ( 2.3 ) ( 3.4 )

Accrued liabilities and other ( 61.3 ) ( 51.5 )

Cash provided by (used in) operating activities 26.3 ( 331.3 )

Cash used in operating activities ( 92.5 ) ( 98.8 )

Investing Activities:

1 unchanged sentence

Proceeds from disposal of property, plant and equipment — 1.0

Transaction costs for sales of businesses, net of proceeds — ( 0.3 )

Other 2.7 1.0

1 unchanged sentence

Financing Activities:

Borrowings on long-term debt — 425.0

Payments on long-term debt and finance leases ( 8.0 ) ( 7.1 )

Net payments under credit facilities — ( 4.9 )

Receipt of convertible note capped call 76.1 —

Debt issuance costs — ( 6.1 )

Purchase of treasury stock ( 70.0 ) ( 150.0 )

Shares repurchased for income tax withholding on share-based compensation and other ( 29.5 ) ( 24.9 )

Cash provided by (used in) financing activities ( 166.2 ) 323.4

Cash held for sale ( 19.2 ) —

Cash used in financing activities ( 107.5 ) ( 186.9 )

Effect of exchange rate changes on cash and cash equivalents 5.2 —

Decrease in cash and cash equivalents ( 245.4 ) ( 349.5 )

13 unchanged sentences

Interests Total

Balance, July 2, 2023 $ 13.2 $ 1,682.0 $ ( 306.0 ) $ ( 107.9 ) $ ( 87.3 ) $ 115.2 $ 1,309.2

Net income — — 90.2 — — 3.9 94.1

Other comprehensive loss — — — — ( 7.1 ) ( 2.1 ) ( 9.2 )

Purchase of treasury stock — — — ( 45.4 ) — — ( 45.4 )

Employee stock plans — 7.5 — ( 0.3 ) — — 7.2

Balance, October 1, 2023 $ 13.2 $ 1,689.5 $ ( 215.8 ) $ ( 153.6 ) $ ( 94.4 ) $ 117.0 $ 1,355.9

Balance, June 30, 2024 $ 13.4 $ 1,712.9 $ 78.4 $ ( 359.3 ) $ ( 90.2 ) $ 112.7 $ 1,467.9

Net income — — 82.7 — — 3.9 86.6

Other comprehensive income — — — — 15.6 4.0 19.6

Conversion of convertible notes 0.9 140.1 ( 233.9 ) 384.6 — — 291.7

Convertible note capped call — 76.1 — — — — 76.1

Purchase of treasury stock — — — ( 38.8 ) — — ( 38.8 )

Employee stock plans — 8.7 — 0.2 — — 8.9

Balance, September 29, 2024 $ 14.3 $ 1,937.8 $ ( 72.8 ) $ ( 13.3 ) $ ( 74.6 ) $ 120.6 $ 1,912.0

ATI Stockholders

Stock Additional

Capital Retained

Earnings Treasury

Stock Accumulated

Comprehensive

Income (Loss) Non-

Interests Total

Balance, January 1, 2023 $ 13.1 $ 1,668.1 $ ( 480.9 ) $ ( 87.0 ) $ ( 67.4 ) $ 111.3 $ 1,157.2

Balance, December 31, 2023 $ 13.2 $ 1,697.1 $ ( 70.1 ) $ ( 184.0 ) $ ( 83.2 ) $ 107.5 $ 1,480.5

Net income — — 66.1 — — 2.3 68.4

2 unchanged sentences

Employee stock plans 0.2 6.0 — ( 24.9 ) — — ( 18.7 )

Balance, October 1, 2023 $ 13.2 $ 1,689.5 $ ( 215.8 ) $ ( 153.6 ) $ ( 94.4 ) $ 117.0 $ 1,355.9

Balance, March 31, 2024 $ 13.4 $ 1,703.1 $ ( 4.0 ) $ ( 360.1 ) $ ( 88.8 ) $ 109.6 $ 1,373.2

Balance, December 29, 2024 $ 14.3 $ 1,943.9 $ 64.3 $ ( 82.6 ) $ ( 89.5 ) $ 104.8 $ 1,955.2

1 unchanged sentence

Other comprehensive income — — — — 17.9 1.2 19.1

Conversion of convertible notes 0.9 140.1 ( 233.9 ) 384.6 — — 291.7

Convertible note capped call — 76.1 — — — — 76.1

Purchase of treasury stock — — — ( 70.2 ) — — ( 70.2 )

Employee stock plans — ( 70.1 ) — 47.8 — — ( 22.3 )

Balance, September 29, 2024 $ 14.3 $ 1,937.8 $ ( 72.8 ) $ ( 13.3 ) $ ( 74.6 ) $ 120.6 $ 1,912.0

Balance, March 30, 2025 $ 14.3 $ 1,873.8 $ 161.3 $ ( 105.0 ) $ ( 71.6 ) $ 109.5 $ 1,982.3

The accompanying notes are an integral part of these statements.

12 unchanged sentences

In management’s opinion, all adjustments (which include only normal recurring adjustments) considered necessary for a fair presentation have been included.

Certain prior year amounts have been reclassified in order to conform with 2024 presentation.

These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2024 Annual Report on Form 10-K.

2 unchanged sentences

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 annual disclosures on rollforward information, was effective for the Company in fiscal year 2023, and the Company adopted this new accounting guidance effective January 2, 2023.

The annual 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 7.

Pending Accounting Pronouncements

In November 2023, the FASB issued new accounting guidance related to segment reporting disclosures.

2 unchanged sentences

This guidance does not change how an entity identifies its reportable segments.

This new guidance includes annual disclosure requirements that will be effective for the Company for fiscal year 2024 and quarterly disclosure requirements that will be effective for fiscal year 2025.

The guidance must be applied retrospectively and early adoption is permitted.

The Company does not expect to early adopt this guidance and does not expect these changes to have an impact on the Company’s consolidated financial statements other than disclosure requirements.

This new guidance, with the exception of interim disclosures, was effective for the Company in fiscal year 2024, and the Company adopted this new accounting guidance for annual disclosures effective January 1, 2024.

The interim disclosures are effective for the Company in fiscal year 2025.

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 11.

Pending Accounting Pronouncements

In December 2023, the FASB issued new accounting guidance related to income tax disclosures.

3 unchanged sentences

(1) the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months, (2) making a statement that an estimate of the range cannot be made, and (3) disclosing the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures.

This new guidance will be effective for the Company for fiscal year 2025 and must

be applied on a prospective basis with retrospective application permitted.

This new guidance includes annual disclosure requirements that will be effective for the Company for fiscal year 2025 and must be applied on a prospective basis with retrospective application permitted.

Early adoption of this guidance is also permitted.

The Company does not expect to early adopt this guidance and does not expect these changes to have an impact on the Company’s consolidated financial statements other than disclosure requirements.

In November 2024, the FASB issued new accounting guidance related to expense disaggregation disclosures.

This guidance requires entities to disclose specified information about certain costs and expenses including (1) the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization, (2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements, (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (4) the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

This new guidance for annual disclosures will be effective for the Company for fiscal year 2027 and for interim disclosures will be effective for the Company for fiscal year 2028.

The guidance can be applied prospectively

or retrospectively and early adoption is permitted.

The Company does not expect to early adopt this guidance and does not expect these changes to have an impact on the Company’s consolidated financial statements other than disclosure requirements.

Revenue from Contracts with Customers

3 unchanged sentences

Revenue is disaggregated within these two business segments by diversified global markets, primary geographical markets and diversified products.

Comparative information regarding the Company’s overall revenues by global and geographical markets for the quarters and year-to-date periods ended September 29, 2024 and October 1, 2023 is included in the following tables.

Comparative information regarding the Company’s overall revenues by global and geographical markets for the quarters and year-to-date periods ended March 30, 2025 and March 31, 2024 is included in the following tables.

(in millions) Quarter ended

September 29, 2024 October 1, 2023

March 30, 2025 March 31, 2024

HPMC AA&S Total HPMC AA&S Total

5 unchanged sentences

Total Aerospace & Defense 537.5 216.9 754.4 442.6 173.1 615.7

Conventional Energy 2.4 70.2 72.6 2.5 84.5 87.0

Specialty Energy 12.4 38.1 50.5 18.2 37.9 56.1

Total Energy 28.7 113.8 142.5 22.7 126.2 148.9

Automotive 4.6 59.2 63.8 7.2 40.9 48.1

Medical 15.8 26.6 42.4 35.9 23.2 59.1

Electronics — 39.6 39.6 1.0 51.9 52.9

Construction/Mining 4.9 36.9 41.8 7.7 32.3 40.0

Food Equipment & Appliances — 12.9 12.9 — 16.2 16.2

Other 10.7 23.5 34.2 16.2 38.1 54.3

Total $ 552.4 $ 498.8 $ 1,051.2 $ 539.5 $ 486.1 $ 1,025.6

(in millions) Year-to-date period ended

September 29, 2024 October 1, 2023

HPMC AA&S Total HPMC AA&S Total

Diversified Global Markets:

Aerospace & Defense:

Jet Engines- Commercial $ 970.6 $ 59.3 $ 1,029.9 $ 914.2 $ 67.0 $ 981.2

Airframes- Commercial 263.5 318.2 581.7 242.0 295.7 537.7

Defense 160.9 180.9 341.8 131.6 157.8 289.4

Total Aerospace & Defense 1,395.0 558.4 1,953.4 1,287.8 520.5 1,808.3

Other Core Markets 28.2 104.3 132.5 55.1 113.0 168.1

Core End Markets 565.7 321.2 886.9 497.7 286.1 783.8

Conventional Energy 1.7 120.1 121.8 3.5 99.0 102.5

Specialty Energy 67.0 135.6 202.6 75.0 137.8 212.8

Total Energy 75.3 368.5 443.8 83.6 455.0 538.6

Automotive 1.4 59.2 60.6 5.0 51.0 56.0

Medical 97.5 76.4 173.9 70.7 53.7 124.4

Electronics 3.0 139.8 142.8 1.8 113.4 115.2

Construction/Mining 7.1 25.8 32.9 6.7 20.5 27.2

Food Equipment & Appliances — 41.0 41.0 — 58.6 58.6

Other 8.2 34.0 42.2 17.0 56.4 73.4

Industrial Markets 18.4 239.1 257.5 32.2 226.9 259.1

Total $ 584.1 $ 560.3 $ 1,144.4 $ 529.9 $ 513.0 $ 1,042.9

(in millions) Quarter ended

September 29, 2024 October 1, 2023

HPMC AA&S Total HPMC AA&S Total

Primary Geographical Market:

United States $ 285.8 $ 339.8 $ 625.6 $ 242.6 $ 314.2 $ 556.8

Europe 201.4 41.6 243.0 217.7 49.7 267.4

Asia 30.3 93.0 123.3 37.8 103.4 141.2

Canada 16.4 15.0 31.4 13.1 10.4 23.5

South America, Middle East and other 18.5 9.4 27.9 28.3 8.4 36.7

Total $ 552.4 $ 498.8 $ 1,051.2 $ 539.5 $ 486.1 $ 1,025.6

(in millions) Year-to-date period ended

September 29, 2024 October 1, 2023

March 30, 2025 March 31, 2024

HPMC AA&S Total HPMC AA&S Total

9 unchanged sentences

Quarter ended

September 29, 2024 October 1, 2023

HPMC AA&S Total HPMC AA&S Total

Diversified Products and Services:

Nickel-based alloys and specialty alloys 43 % 50 % 46 % 42 % 52 % 47 %

Precision forgings, castings and components 36 % — % 20 % 33 % — % 18 %

Titanium and titanium-based alloys 21 % 12 % 17 % 24 % 13 % 19 %

Precision rolled strip products — % 21 % 9 % 1 % 19 % 9 %

Zirconium and related alloys — % 17 % 8 % — % 16 % 7 %

Total 100 % 100 % 100 % 100 % 100 % 100 %

Year-to-date period ended

September 29, 2024 October 1, 2023

March 30, 2025 March 31, 2024

HPMC AA&S Total HPMC AA&S Total

6 unchanged sentences

Total 100 % 100 % 100 % 100 % 100 % 100 %

The Company maintained a backlog of confirmed orders totaling $ 3.9 billion and $ 3.6 billion at September 29, 2024 and October 1, 2023, respectively.

Due to the structure of the Company’s long-term agreements, approximately 65 % of this backlog at September 29, 2024 represented booked orders with performance obligations that will be satisfied within the next 12 months.

The Company maintained a backlog of confirmed orders totaling $ 4.0 billion and $ 3.9 billion at March 30, 2025 and March 31, 2024, respectively.

Due to the structure of the Company’s long-term agreements, approximately 70 % of this backlog at March 30, 2025 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.

Contract balances

As of September 29, 2024 and December 31, 2023, accounts receivable from customers were $ 732.8 million and $ 628.2 million, respectively.

The following represents the rollforward of accounts receivable - reserve for doubtful accounts and contract assets and liabilities for the year-to-date periods ended September 29, 2024 and October 1, 2023:

As of March 30, 2025 and December 29, 2024, accounts receivable from customers were $ 838.6 million and $ 724.2 million, respectively.

The following represents the rollforward of accounts receivable - reserve for doubtful accounts and contract assets and liabilities for the year-to-date periods ended March 30, 2025 and March 31, 2024:

(in millions)

Accounts Receivable - Reserve for Doubtful Accounts September 29,

2024 October 1,

Accounts Receivable - Reserve for Doubtful Accounts March 30,

2025 March 31,

Balance as of beginning of year $ 15.0 $ 3.2

Expense to increase the reserve 0.1 —

Write-off of uncollectible accounts ( 0.6 ) ( 4.2 )

Write-offs and recoveries of uncollectible accounts ( 3.5 ) ( 0.1 )

Balance as of period end $ 11.6 $ 3.1

1 unchanged sentence

Contract Assets

Short-term September 29,

2024 October 1,

Short-term March 30,

2025 March 31,

Balance as of beginning of year $ 75.6 $ 59.1

4 unchanged sentences

Contract Liabilities

Short-term September 29,

2024 October 1,

Short-term March 30,

2025 March 31,

Balance as of beginning of year $ 169.4 $ 163.6

5 unchanged sentences

Balance as of period end $ 187.1 $ 161.6

Long-term (a) September 29,

2024 October 1,

Long-term (a) March 30,

2025 March 31,

Balance as of beginning of year $ 45.3 $ 39.4

Recognized in current year 1.7 0.6

Amounts in beginning balance reclassified to revenue ( 0.4 ) —

Other ( 1.9 ) —

Reclassification to/from short-term ( 19.7 ) ( 5.9 )

1 unchanged sentence

(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 $ 9.8 million and $ 8.1 million as of September 29, 2024 and December 31, 2023, respectively, and are reported in other long-term assets on the consolidated balance sheet.

Contract cost amortization expense for the quarter and year-to-date period ended September 29, 2024 was $ 0.2 million and $ 0.8 million, respectively.

Contract cost amortization expense for the quarter and year-to-date period ended October 1, 2023 was $ 0.2 million and $ 0.9 million, respectively.

Inventories at September 29, 2024 and December 31, 2023 were as follows (in millions):

September 29,

Contract costs for obtaining and fulfilling a contract were $ 13.8 million and $ 12.0 million as of March 30, 2025 and December 29, 2024, respectively, and are reported in other long-term assets on the consolidated balance sheet.

Contract cost amortization expense for the quarters ended March 30, 2025 and March 31, 2024 was $ 0.2 million and $ 0.3 million, respectively.

Inventories at March 30, 2025 and December 29, 2024 were as follows (in millions):

2025 December 29,

7 unchanged sentences

Property, Plant and Equipment

Property, plant and equipment at September 29, 2024 and December 31, 2023 was as follows (in millions):

September 29,

Property, plant and equipment at March 30, 2025 and December 29, 2024 was as follows (in millions):

2025 December 29,

5 unchanged sentences

Total property, plant and equipment, net $ 1,788.1 $ 1,776.9

The construction in progress portion of property, plant and equipment at September 29, 2024 was $ 259.8 million.

Capital expenditures on the consolidated statement of cash flows for the year-to-date periods ended September 29, 2024 and October 1, 2023 exclude $ 28.3 million and $ 28.9 million, respectively, of accrued capital expenditures that were included in property, plant and equipment at September 29, 2024 and October 1, 2023, respectively.

During 2024, the Company approved plans to divest of certain immaterial, non-core operations from both the HPMC and AA&S segments.

These non-core operations, which are classified as held for sale as of September 29, 2024, do not meet the criteria to be classified as discontinued operations in the consolidated financial statements.

The following are the assets and liabilities classified as held for sale that are reported as prepaid expenses and other current assets, other long-term assets, other current liabilities, and other long-term liabilities on the consolidated balance sheet as of September 29, 2024.

(in millions) September 29,

Accounts receivable, net 6.1

Inventories, net 31.4

Prepaid expenses and other current assets 0.3

Total current assets 57.0

Property, plant and equipment, net 5.4

Other assets 6.5

Total long-term assets 11.9

Total Assets 68.9

Accounts payable 2.4

Other current liabilities 2.8

Total current liabilities 5.2

Other long-term liabilities 3.9

Total Liabilities 9.1

Net assets held for sale $ 59.8

The construction in progress portion of property, plant and equipment at March 30, 2025 was $ 223.3 million.

Capital expenditures on the consolidated statement of cash flows for the year-to-date periods ended March 30, 2025 and March 31,

2024 exclude $ 26.0 million and $ 33.0 million, respectively, of accrued capital expenditures that were included in property, plant and equipment at March 30, 2025 and March 31, 2024, respectively.

During the first quarter of 2025, the Company completed the sale of certain immaterial, non-core operations in Birmingham, UK and Dusseldorf, Germany, which were part of our European business in the HPMC Segment.

A $ 3.7 million loss on sale of these operations is reported in loss on asset sales and sales of businesses, net, on the consolidated statement of operations for the quarter ended March 30, 2025, and is excluded from segment results.

The Company will receive proceeds of approximately $ 9.7 million over the next 12 months for this sale, which is reported as an other receivable in prepaid expenses and other current assets on the consolidated balance sheet at March 30, 2025.

In fiscal year 2024, these operations had external sales of approximately $ 39.1 million and income before tax of approximately $ 2.4 million.

Joint Ventures

5 unchanged sentences

STAL is part of ATI’s AA&S segment and manufactures Precision Rolled Strip (PRS) stainless products mainly for the electronics and automotive markets located in Asia.

Cash and cash equivalents held by STAL as of September 29, 2024 were $ 102.3 million.

Cash and cash equivalents held by STAL as of March 30, 2025 were $ 71.3 million.

Next Gen Alloys LLC:

2 unchanged sentences

Next Gen Alloys LLC funds its development activities through the sale of shares to the two joint venture partners.

Cash and cash equivalents held by this joint venture as of September 29, 2024 were $ 1.0 million.

Cash and cash equivalents held by this joint venture as of March 30, 2025 were $ 1.0 million.

Equity Method Joint Ventures

1 unchanged sentence

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.

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.

The DRAP facility has been idled since the third quarter of 2020.

ATI accounts for the A&T Stainless joint venture under the equity method of accounting;

ATI’s share of A&T Stainless results were losses of $ 0.2 million and $ 1.0 million for the quarter and year-to-date period ended September 29, 2024, respectively, and $ 0.5 million and $ 1.3 million for the quarter and year-to-date period ended October 1, 2023, respectively, which are included within other income/expense, net, on the consolidated statements of operations and in the AA&S segment’s operating results.

As of September 29, 2024 and December 31, 2023, ATI had net receivables for working capital advances and administrative services from A&T Stainless of $ 0.2 million and $ 1.5 million, respectively.

ATI had 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.

On March 9, 2022, the Company announced the termination of Uniti, LLC.

No impairments were recorded as a result of the decision to terminate the Uniti joint venture.

Uniti was accounted for under the equity method of accounting.

ATI’s share of Uniti’s results were losses of $ 0.2 million for quarter ended October 1, 2023 and income of $ 0.3 million for the year-to-date period ended October 1, 2023, which were included in the AA&S segment’s operating results, and within other income/expense, net on the consolidated statements of operations.

The Company received its final distribution in the first quarter of 2024 as a result of the termination, and formal dissolution occurred in the fourth quarter of 2024.

however, as t he net investment balance in the joint venture was zero as of December 29, 2024, ATI did not record the loss for the Company’s share of results of A&T Stainless for the quarter ended March 30, 2025 .

ATI’s share of A&T Stainless results were losses of $ 0.4 million for the quarter ended March 31, 2024, which is included within other income/expense, net, on the consolidated statements of operations and in the AA&S segment’s operating results.

As of March 30, 2025 and December 29, 2024, ATI had net receivables for working capital advances and administrative services from A&T Stainless of $ 0.5 million and $ 0.6 million, respectively.

Supplemental Financial Statement Information

Other income (expense), net for the quarters and year-to-date periods ended September 29, 2024 and October 1, 2023 was as follows:

(in millions) Quarter ended Year-to-date period ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Other income (expense), net for the quarters ended March 30, 2025 and March 31, 2024 was as follows:

(in millions) Quarter ended

March 30, 2025 March 31, 2024

Rent and royalty income $ 1.5 $ 0.8

Gains from disposal of property, plant and equipment, net 3.7 — 3.7 0.3

Net equity loss on joint ventures (See Note 6) — ( 0.4 )

Other $ 0.2 $ — $ 0.2 $ —

Total other income, net $ 1.5 $ 0.4

Gains from disposal of property, plant and equipment, net for the quarter and year-to-date period ended September 29, 2024 include a $ 3.7 million gain on the sale of certain oil and gas rights.

These cash gains are reported as an investing activity on the consolidated statement of cash flow for the year-to-date period ended September 29, 2024.

Restructuring

Restructuring charges were $ 0.5 million for the quarter ended September 29, 2024 and represent severance for the involuntary reduction of several domestic employees.

Restructuring charges were a credit of $ 1.2 million for the year-to-date period ended September 29, 2024, primarily for a reduction in severance-related reserves for approximately 80 employees based on revised workforce reduction estimates, which includes the ongoing restructuring of the Company’s European operations.

Restructuring charges for the third quarter ended October 1, 2023 were a credit of $ 0.5 million for a reduction in severance-related reserves related to approximately 10 employees based on revised workforce reduction estimates.

Restructuring charges for the year-to-date period ended October 1, 2023 were a charge of $ 2.2 million and represent severance for the involuntary reduction of approximately 40 employees across the Company’s domestic operations, partially offset by the credit in the third quarter 2023 discussed above.

These amounts are presented as restructuring charges (credits) in the consolidated statements of operations and are excluded from segment EBITDA.

Restructuring charges for the quarter ended March 31, 2024 were $ 0.2 million, primarily for the involuntary termination of several employees in ATI’s domestic operations.

These amounts are presented as a restructuring charge in the consolidated statements of operations and are excluded from segment results.

Restructuring reserves for severance cost activity is as follows:

2 unchanged sentences

Balance at December 29, 2024 $ 9.0

Adjustments ( 1.2 )

Divestitures ( 0.5 )

Payments ( 1.7 )

Balance at September 29, 2024 $ 8.8

The $ 8.8 million restructuring reserve balance at September 29, 2024 is recorded in other current liabilities on the consolidated balance sheet.

Balance at March 30, 2025 $ 6.8

During the first quarter ended March 30, 2025, the Company de-recognized $ 0.5 million of restructuring reserves in connection with the sale of non-core operations in Birmingham, UK and Dusseldorf, Germany (see Note 5 for further explanation).

The $ 6.8 million restructuring reserve balance at March 30, 2025 is recorded in other current liabilities on the consolidated balance sheet.

Supplier Financing

1 unchanged sentence

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 September 29, 2024 and December 31, 2023, the Company had $ 58.4 million and $ 15.6 million, respectively, reported in accounts payable on the consolidated balance sheets under such programs.

Debt at September 29, 2024 and December 31, 2023 was as follows (in millions):

September 29,

As of March 30, 2025 and December 29, 2024, the Company had $ 67.9 million and $ 34.8 million, respectively, reported in accounts payable on the consolidated balance sheets under such programs.

Sale of Receivables Program

During the fourth quarter of 2024, the Company entered into an accounts receivables purchase agreement (Receivables Purchase Agreement) with a third-party financial institution to periodically sell certain accounts receivables at a discount.

These accounts receivable sales are accounted for as a sale of assets under ASC 860, Transfers and Servicing, as the Company’s continuing involvement is limited to servicing the accounts receivable, collecting the payments for the underlying accounts receivables and remitting such collections to the financial institution.

The financial institution is responsible for any credit risk associated with the sold accounts receivables.

The Company receives the purchase price, equal to the accounts receivable less the discount, at the time of the sale.

The Company sold $ 28.8 million of its receivables under this program during the first quarter of 2025, resulting in de-recognition of the receivables from the Company’s consolidated balance sheet.

The Company had no amounts collected on behalf of the financial institution under the Receivables Purchase Agreement at March 30, 2025.

The losses associated with these transactions of $ 0.2 million are reflected in the Company’s consolidated statement of operations for the quarter ended March 30, 2025 and are excluded from segment results.

The cash received on these sales of accounts receivable during the quarter ended March 30, 2025 is presented in changes in receivables within operating activities in the consolidated statement of cash flows.

Other Customer Receivable Sales

In the first quarter ended March 30, 2025 and March 31, 2024, the Company sold $ 72.6 million and $ 68.0 million, respectively, of certain customers’ accounts receivables through programs established by those customers with third-party financial institutions.

These customers have extended payment terms and provide the programs to enable suppliers to receive more timely payments.

The Company has no continuing involvement with the receivables sold under these programs, including no servicing requirement.

The proceeds from these transactions are presented in changes in receivables within operating activities in the consolidated statement of cash flows.

The losses associated with these transactions of $ 1.4 million and $ 1.6 million are reflected in the Company’s consolidated statements of operations for the quarters ended March 30, 2025 and March 31, 2024, respectively, and are excluded from segment results.

Debt at March 30, 2025 and December 29, 2024 was as follows (in millions):

2025 December 29,

4 unchanged sentences

4.875 % Notes due 2029

3.5 % Convertible Senior Notes due 2025

Allegheny Ludlum 6.95 % Debentures due 2025 (a)

14 unchanged sentences

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 previously maintained a $ 50 million floating-for-fixed interest rate swap which converted a portion of the Term Loan to a 4.21 % fixed interest rate that matured 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.

1 unchanged sentence

1.00 after an event of default has occurred and is continuing or if the undrawn availability under the ABL revolving credit portion of the facility is less than the greater of (i) 10 % of the then applicable maximum loan amount under the revolving credit portion of the ABL and the outstanding Term Loan balance, or (ii) $ 60.0 million.

The Company was in compliance with the fixed charge coverage ratio as of September 29, 2024.

The Company was in compliance with the fixed charge coverage ratio as of March 30, 2025.

Additionally, the Company must demonstrate minimum liquidity specified by the facility during the 90 -day period immediately preceding the stated maturity date of its 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 September 29, 2024, there were no outstanding borrowings under the revolving portion of the ABL facility, and $ 31.7 million was utilized to support the issuance of letters of credit.

There were no revolving credit borrowings under the ABL facility during the year-to-date period ended September 29, 2024.

There were average revolving credit borrowings of $ 17 million bearing an average annual interest rate of 6.5 % under the ABL facility for the year-to-date period ended October 1, 2023.

The Company also has foreign credit facilities, primarily in China, that total $ 59 million based on September 29, 2024 foreign exchange rates, none of which was drawn as of September 29, 2024 and $ 5.0 million of which was drawn as of December 31, 2023.

2025 Convertible Notes

During the third quarter of 2024, the Company notified holders of the $ 291.4 million outstanding principal amount of its 3.5 % Convertible Notes due 2025 (2025 Convertible Notes) that they would be redeemed prior to their maturity date.

The holders of any outstanding 2025 Convertible Notes had the right to convert the principal amount of such notes into shares of ATI’s common stock prior to the redemption date.

Any 2025 Convertible Notes not tendered for conversion prior to the redemption date were redeemed in cash at a redemption price equal to the principal amount, plus accrued and unpaid interest.

As a result, $ 291.0 million principal amount of the outstanding notes was converted at a rate of 64.7178 shares of ATI common stock per $1,000 principal amount, equivalent to a conversion price of $ 15.45 per share or 18.8 million shares of ATI common stock.

Due to the early redemption of the 2025 Convertible Notes, the conversion rate was a premium to the conversion rate of 64.5745 shares of ATI common stock per $1,000 principal amount, or approximately $ 15.49 per share, that would have been due at maturity.

The remaining $ 0.4 million of outstanding principal balance were not tendered for conversion and, as a result, the Company redeemed those for cash.

For those holders who exercised the conversion rights, the terms of the 2025 Convertible Notes provided that any accrued but unpaid interest at the date of conversion was forfeited.

As a result, accrued interest from the last interest payment date of June 15, 2024 through the date of conversion, totaling $ 2.3 million, was credited to additional paid-in capital.

In addition, the remaining unamortized deferred issuance costs of $ 1.6 million at the date of conversion were charged to additional paid-in capital.

Coincident with its redemption of the 2025 Convertible Notes, the Company also settled the capped call transactions initiated as part of the issuance of the 2025 Convertible Notes.

The capped call transactions included a cap price of $ 19.76 per share and were settled for $ 76.1 million in cash, which is recorded as additional paid-in capital on the consolidated balance sheet and as a financing activity on the consolidated statement of cash flows.

As of December 31, 2023, the fair value of the 2025 Convertible Notes was $ 864 million based on the quoted market price, which is classified in Level 1 of the fair value hierarchy.

The 2025 Convertible Notes had a 3.5 % cash coupon rate that was payable semi-annually in arrears on each June 15 and December 15.

Including amortization of deferred issuance costs, the effective interest rate was 4.2 % for the quarters and year-to-date periods ended September 29, 2024 and October 1, 2023.

Remaining deferred issuance costs were $ 2.9 million at December 31, 2023.

Interest expense on the 2025 Convertible Notes was as follows:

Quarter ended Year-to-date period ended

(in millions) September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Contractual coupon rate $ 2.1 $ 2.5 $ 7.2 $ 7.6

Amortization of debt issuance costs 0.3 0.5 1.3 1.4

Total interest expense $ 2.4 $ 3.0 $ 8.5 $ 9.0

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 March 30, 2025, there were no outstanding borrowings under the revolving portion of the ABL facility, and $ 30.5 million was utilized to support the issuance of letters of credit.

There were no revolving credit borrowings under the ABL facility during the first quarter of 2025 or 2024.

The Company also has foreign credit facilities, primarily in China, that total $ 57 million based on March 30, 2025 foreign exchange rates, none of which was drawn as of March 30, 2025 or December 29, 2024.

Derivative Financial Instruments and Hedging

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The majority of ATI’s products are sold under contractual arrangements that include raw material surcharges and index mechanisms.

However, as of September 29, 2024, the Company had entered into financial hedging arrangements, primarily at the request of its customers related to firm orders, for an aggregate notional amount of approximately 4 million pounds of nickel with hedge dates through 2025.

However, as of March 30, 2025, the Company had entered into financial hedging arrangements, primarily at the request of its customers related to firm orders, for an aggregate notional amount of approximately 4 million pounds of nickel with hedge dates through 2027.

The aggregate notional amount hedged is approximately 6 % 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 September 29, 2024, the outstanding financial derivatives used to hedge the Company’s exposure to energy cost volatility consisted of natural gas cost hedges.

At September 29, 2024, the Company hedged approximately 85 % of its forecasted domestic requirements for natural gas for the remainder of 2024, approximately 55 % for 2025 and approximately 10 % for 2026.

Any gain or loss associated with these hedging arrangements is included in sales or cost of sales, depending on whether the underlying risk being hedged is the variable selling price or the variable raw material cost, respectively.

At March 30, 2025, the outstanding financial derivatives used to hedge the Company’s exposure to energy cost volatility consisted of natural gas cost hedges.

At March 30, 2025, the Company hedged approximately 75 % of its forecasted domestic requirements for natural gas for the remainder of 2025 and approximately 35 % for 2026.

While the majority of the Company’s direct export sales are transacted in U.S.

3 unchanged sentences

In addition, the Company may also hedge forecasted capital expenditures and designate cash balances held in foreign currencies as hedges of forecasted foreign currency transactions.

At September 29, 2024, the Company had no material outstanding foreign currency forward contracts.

At March 30, 2025, the Company had no material outstanding foreign currency forward contracts.

The Company may enter into derivative interest rate contracts to maintain a reasonable balance between fixed- and floating-rate debt.

The Company 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 September 29, 2024.

There were no outstanding derivative interest rate contracts at March 30, 2025.

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.

6 unchanged sentences

Asset derivatives

Balance sheet location September 29,

Balance sheet location March 30,

2025 December 29,

Derivatives designated as hedging instruments:

Interest rate swap Prepaid expenses and other current assets $ — $ 0.7

Foreign exchange contracts Prepaid expenses and other current assets — 0.1

Nickel and other raw material contracts Prepaid expenses and other current assets $ 0.3 $ —

Foreign exchange contracts Prepaid expenses and other current assets — 0.2

Natural gas contracts Prepaid expenses and other current assets 4.6 0.8

4 unchanged sentences

Derivatives designated as hedging instruments:

Foreign exchange contracts Other current liabilities 0.1 —

Natural gas contracts Other current liabilities 2.7 5.6

Nickel and other raw material contracts Other current liabilities $ 2.3 $ 4.2

Natural gas contracts Other current liabilities — 1.7

Natural gas contracts Other long-term liabilities — 0.1

Foreign exchange contracts Other long-term liabilities 0.3 —

Nickel and other raw material contracts Other long-term liabilities 0.1 —

Total derivatives designated as hedging instruments $ 2.4 $ 6.0

1 unchanged sentence

For derivative financial instruments that are designated as fair value hedges, changes in the fair value of these derivatives are recognized in current period results.

There were no outstanding fair value hedges as of September 29, 2024.

There were no outstanding fair value hedges as of March 30, 2025.

The cash flow impact for all derivative financial instruments is reported in cash flows provided by operating activities on the consolidated statement of cash flows.

1 unchanged sentence

The effects of derivative instruments in the tables below are presented net of related income taxes, excluding any impacts of changes to income tax valuation allowances affecting results of operations or other comprehensive income, when applicable (see Note 15 for further explanation).

Assuming market prices remain constant with those at September 29, 2024, a pre-tax loss of $ 5.1 million is expected to be recognized over the next 12 months.

Activity with regard to derivatives designated as cash flow hedges for the quarters and year-to-date periods ended September 29, 2024 and October 1, 2023 was as follows (in millions):

Assuming market prices remain constant with those at March 30, 2025, a pre-tax gain of $ 2.6 million is expected to be recognized over the next 12 months.

Activity with regard to derivatives designated as cash flow hedges for the quarters and year-to-date periods ended March 30, 2025 and March 31, 2024 was as follows (in millions):

Amount of Gain (Loss)

5 unchanged sentences

Quarter ended Quarter ended

Derivatives in Cash Flow Hedging Relationships September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Nickel and other raw material contracts $ ( 0.2 ) $ ( 1.6 ) $ ( 1.4 ) $ ( 0.4 )

Natural gas contracts ( 1.1 ) ( 1.0 ) ( 1.4 ) ( 1.4 )

Foreign exchange contracts ( 0.2 ) 0.1 — 0.1

Interest rate swap — 0.1 — 0.3

Total $ ( 1.5 ) $ ( 2.4 ) $ ( 2.8 ) $ ( 1.4 )

Amount of Gain (Loss)

Recognized in OCI on

Derivatives Amount of Gain (Loss)

Reclassified from

Accumulated OCI

into Income (a)

Year-to-date period ended Year-to-date period ended

Derivatives in Cash Flow Hedging Relationships September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Derivatives in Cash Flow Hedging Relationships March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Nickel and other raw material contracts $ 0.7 $ ( 0.2 ) $ ( 1.0 ) $ —

7 unchanged sentences

Since these derivative contracts represent hedges, the net effect of any gain or loss on results of operations may be fully or partially offset.

The Company may also use derivative instruments that are not designated as hedges to protect the Company’s results from certain fluctuations in foreign exchange rates, as well as to offset a portion of the foreign currency gains and losses generated by the remeasurement of certain assets and liabilities denominated in non-functional currencies.

Changes in the fair value of these foreign exchange contract derivatives not designated as hedging instruments are recorded in cost of sales or selling, general and administrative expenses on the consolidated statement of operations, and the Company recognized $ 1.0 million and $ 0.5 million of income, net, for settled foreign currency forward contracts that were not designated as hedges during the third quarter and year-to-date period ended September 29, 2024, respectively, which offset foreign currency gains/losses in the relevant currency.

We have no significant outstanding hedges that are not designated as of September 29, 2024 .

the remeasurement of certain assets and liabilities denominated in non-functional currencies.

Changes in the fair value of these foreign exchange contract derivatives not designated as hedging instruments are recorded in cost of sales or selling, general and administrative expenses on the consolidated statement of operations, and the Company recognized $ 1.8 million of income, net, for settled foreign currency forward contracts that were not designated as hedges during the quarter ended March 30, 2025, respectively, which offset foreign currency gains/losses in the relevant currency.

We have no significant outstanding hedges that are not designated as of March 30, 2025 .

Fair Value of Financial Instruments

The estimated fair value of financial instruments at September 29, 2024 was as follows:

The estimated fair value of financial instruments at March 30, 2025 was as follows:

Fair Value Measurements at Reporting Date Using

46 unchanged sentences

High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S).

The measure of segment EBITDA excludes net interest expense, income taxes, depreciation and amortization, goodwill impairment charges, debt extinguishment charges, corporate expenses, closed operations and other income (expense), restructuring and other credits/charges, 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.

ATI’s Chief Operating Decision Maker (CODM) is the Chief Executive Officer.

Segment EBITDA, the Company’s segment operating measure, is used by the CODM to assess segment operating performance and to determine the allocation of resources.

Segment EBITDA as a percentage of segment revenues is utilized to assess the profitability of each segment and whether the Company’s strategies are resulting in margin expansion and expected operating performance improvements.

The measure of segment EBITDA excludes net interest expense, income taxes, depreciation and amortization, goodwill impairment charges, debt extinguishment charges, corporate expenses, closed operations and other income (expense), restructuring and other credits/charges, gains or losses on 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.

Management believes segment EBITDA, as defined, provides an appropriate measure of controllable operating results at the business segment level.

Intersegment sales are generally recorded at full cost or market.

Following is certain financial information with respect to the Company’s business segments for the periods indicated (in millions):

Quarter ended Year-to-date period ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

High Performance Materials & Components $ 612.9 $ 578.1 $ 1,828.6 $ 1,670.5

Advanced Alloys & Solutions 588.4 551.8 1,753.7 1,791.0

1,201.3 1,129.9 3,582.3 3,461.5

Quarter ended March 30, 2025 Quarter ended March 31, 2024

HPMC AA&S Total HPMC AA&S Total

Sales to external customers $ 584.1 $ 560.3 $ 1,144.4 $ 529.9 $ 513.0 $ 1,042.9

Intersegment sales 59.9 57.4 117.3 42.0 47.7 89.7

High Performance Materials & Components 60.5 38.6 184.3 132.8

Advanced Alloys & Solutions 89.6 65.7 208.6 219.0

Total sales 644.0 617.7 1,261.7 571.9 560.7 1,132.6

Reconciliation of sales

Elimination of intersegment sales ( 117.3 ) ( 89.7 )

Total consolidated sales $ 1,144.4 $ 1,042.9

Allocated corporate overhead (2)

15.8 16.1 15.4 14.9

Sales to external customers:

High Performance Materials & Components 552.4 539.5 1,644.3 1,537.7

Advanced Alloys & Solutions 498.8 486.1 1,545.1 1,572.0

Other segment items (3)

497.2 518.2 458.9 474.0

Quarter ended Year-to-date period ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

High Performance Materials & Components $ 123.2 $ 117.2 $ 334.6 $ 308.5

Advanced Alloys & Solutions 73.6 61.5 232.9 219.3

Total segment EBITDA 196.8 178.7 567.5 527.8

Segment EBITDA 131.0 83.4 214.4 97.6 71.8 169.4

Reconciliation of segment EBITDA

Corporate expenses ( 17.4 ) ( 17.1 )

Closed operations and other income (expense) 2.3 ( 3.6 ) 1.7 ( 6.8 )

Depreciation & amortization (a) ( 38.5 ) ( 35.6 ) ( 112.4 ) ( 106.6 )

Closed operations and other income (expenses) ( 2.4 ) ( 1.3 )

Depreciation & amortization ( 40.8 ) ( 36.0 )

Interest expense, net ( 23.0 ) ( 26.6 )

Restructuring and other charges ( 5.6 ) ( 3.1 )

Loss on asset sales and sales of businesses, net — — — ( 0.6 )

Income before income taxes $ 114.9 $ 99.0 $ 311.1 $ 287.1

a) The following is depreciation & amortization by each business segment:

Quarter ended Year-to-date period ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Loss on sales of business, net ( 3.7 ) —

Income before taxes $ 121.5 $ 85.3

(1) The CODM is regularly provided with allocated corporate overhead and segment EBITDA, which is used to assess operating performance.

Therefore, the significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Intersegment expenses are included within the amounts shown.

(2) The increase in corporate overhead costs over the time periods presented represent the consolidation and centralization of certain functions, including information technology, human resources and talent acquisition, payroll and accounts payable, into the Company’s corporate shared services function.

Such amounts are subject to change from year to year as allocation methodologies are revised to match the nature of these corporate costs.

(3) Other segment items for each reportable segment include:

cost of sales, general and administrative expenses, and gain/loss on asset sales.

General & administrative expenses consist of non-manufacturing payroll and benefits, office expenses, professional service and legal expenses, occupancy expenses including rent and lease expense, and travel expense.

Total international sales for the quarters ended March 30, 2025 and March 31, 2024 were $ 500.6 million and $ 471.3 million, respectively.

Of these amounts, sales by operations in the U.S.

to customers in other countries for the quarters ended March 30, 2025 and March 31, 2024 were $ 414.9 million and $ 361.3 million, respectively.

Restructuring and other charges of $ 5.6 million for the quarter ended March 30, 2025 include $ 4.0 million of start-up and transaction related costs, which are included within cost of sales on the consolidated statements of operations and $ 1.6 million of losses on the sale of accounts receivables .

Restructuring and other charges of $ 3.1 million for the quarter ended March 31, 2024 include $ 2.9 million of start-up costs, which are included within cost of sales on the consolidated statements of operations, and $ 0.2 million of restructuring charges (see Note 6).

Certain additional information regarding the Company’s business segments is presented below:

Quarter ended

(In millions) March 30, 2025 March 31, 2024

Depreciation and amortization:

High Performance Materials & Components $ 19.7 $ 16.3

1 unchanged sentence

Other 1.6 1.7

$ 38.5 $ 35.6 $ 112.4 $ 106.6

Beginning in 2020, the U.S.

government enacted various relief packages in response to the COVID-19 pandemic, including refundable employee retention tax credits.

The Company applied for these employee retention tax credits and deferred recognition of a portion of the tax credits pending the completion of any potential audit or examination, or the expiration of the related statute of limitations.

During the quarter and year-to-date periods ended September 29, 2024, the Company recognized a benefit of $ 4.8 million and $ 13.4 million, respectively, in cost of sales on the consolidated statement of operations due to the expiration of the statute of limitations for a portion of these credits.

For the quarter ended September 29, 2024, the Company recognized $ 2.9 million of the benefit in the HPMC segment and $ 1.9 million in the AA&S segment.

For the year-to-date periods ended September 29, 2024, the Company recognized $ 6.4 million of the benefit in the HPMC segment and $ 7.0 million in the AA&S segment.

See Note 16 for further explanation.

Closed operations and other income (expense) for the quarter ended September 29, 2024 includes a $ 3.7 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.

Closed operations and other income (expense) for the year-to-date period ended September 29, 2024 also includes a $ 2.3 million gain on the sale of assets for the Company’s idled Houston, PA facility, which is included within gain on asset sales and sales of businesses, net, on the consolidated statement of operations.

The Company received $ 3.5 million of proceeds from this sale that are reported as an investing activity on the consolidated statement of cash flows.

Restructuring and other charges of $ 4.3 million for the quarter ended September 29, 2024 include $ 2.5 million of start-up costs, partially offset by a $ 0.4 million credit for adjustments to inventory reserves related to the Company’s ongoing European restructuring, both of which are included within cost of sales on the consolidated statements of operations.

These charges also include $ 1.7 million of transaction costs, which are included within selling and administrative expenses on the consolidated statements of operations, and restructuring charges of $ 0.5 million (see Note 7).

Restructuring and other charges of $ 12.8 million for the year-to-date period ended September 29, 2024 include $ 7.2 million of start-up costs and $ 5.1 million of inventory write-downs related to the Company’s ongoing European restructuring, both of which are included within cost of sales on the consolidated statements of operations.

Restructuring and other charges of $ 4.2 million for the quarter ended October 1, 2023 include $ 2.8 million of start-up costs and $ 1.9 million of costs associated with an unplanned outage at the Company’s Lockport, NY facility, both of which are included within cost of sales on the consolidated statements of operations.

These charges were partially offset by a $ 0.5 million pre-tax

credit for restructuring charges, primarily related to lowered severance-related reserves based on changes in planned operating rates and revised workforce reduction estimates (see Note 7).

Restructuring and other charges of $ 14.6 million for the year-to-date period ended October 1, 2023 include $ 2.2 million of severance-related restructuring charges (see Note 7) as well as $ 8.5 million of start-up costs, $ 1.9 million of costs associated with an unplanned outage at the Company’s Lockport, NY facility, and $ 2.0 million primarily for asset write-offs for the closure of the Company’s Robinson, PA operations, all of which are included within cost of sales on the consolidated statements of operations.

Total depreciation and amortization $ 40.8 $ 36.0

Capital expenditures:

High Performance Materials & Components $ 29.4 $ 41.7

Advanced Alloys & Solutions 23.0 23.6

Corporate 0.9 0.5

Total capital expenditures $ 53.3 $ 65.8

Identifiable assets:

March 30, 2025 December 29, 2024

High Performance Materials & Components $ 2,336.9 $ 2,225.9

Advanced Alloys & Solutions 2,273.6 2,207.8

Deferred Taxes 40.4 46.5

Cash and cash equivalents and other 533.1 750.4

Total assets $ 5,184.0 $ 5,230.6

($ in millions) March 30, 2025 Percent

of total December 29, 2024 Percent

Total assets:

United States $ 4,619.9 89 % $ 4,666.3 89 %

China 279.3 6 % 310.3 6 %

Other 284.8 5 % 254.0 5 %

Total Assets $ 5,184.0 100 % $ 5,230.6 100 %

Retirement Benefits

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All defined benefit pension and retiree health care plans are closed to new entrants.

For the quarters ended September 29, 2024 and October 1, 2023, the components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following (in millions):

For the quarters ended March 30, 2025 and March 31, 2024, 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

Quarter ended Quarter ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Service cost - benefits earned during the year $ 1.5 $ 1.5 $ 0.2 $ 0.2

Interest cost on benefits earned in prior years 4.1 24.0 2.5 2.7

Expected return on plan assets ( 4.1 ) ( 25.7 ) — —

Amortization of prior service cost (credit) 0.1 0.1 ( 0.2 ) ( 0.2 )

Amortization of net actuarial loss — — 1.3 1.5

Total retirement benefit expense (income) $ 1.6 $ ( 0.1 ) $ 3.8 $ 4.2

For the year-to-date periods ended September 29, 2024 and October 1, 2023, 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

Year-to-date period ended Year-to-date period ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Service cost - benefits earned during the year $ 1.3 $ 1.5 $ 0.1 $ 0.1

4 unchanged sentences

Total retirement benefit expense $ 1.7 $ 1.6 $ 3.6 $ 3.7

For the quarter and year-to-date period ended September 29, 2024, the Company’s effective tax rate was 24.6 % and 22.7 %, respectively, resulting in an income tax provision of $ 28.3 million and $ 70.5 million, respectively.

Discrete tax benefits for the year-to-date period ended September 29, 2024 were $ 4.5 million, which includes $ 3.3 million for share-based compensation and the recognition of a stranded deferred tax valuation allowance in accumulated other comprehensive loss that was associated with the Company’s interest rate swap due to its maturity (see Note 15).

For the quarter and year-to-date period ended October 1, 2023, the Company’s effective tax rate was 4.9 % and 4.5 %, respectively, resulting in an income tax provision of $ 4.9 million and $ 12.9 million, respectively.

The Company’s effective tax rates for the quarter and year-to-date period ended October 1, 2023 were impacted by the net valuation allowance position in the U.S.

and the Company’s foreign earnings.

The Company’s effective tax rate was 17.3 %, resulting in an income tax provision of $ 21.0 million for the quarter ended March 30, 2025.

The Company’s effective tax rate was 19.8 %, resulting in an income tax provision of $ 16.9 million for the quarter ended March 31, 2024.

The effective tax rate for the quarterly periods ended March 30, 2025 and March 31, 2024 included discrete tax benefits of $ 5.1 million and $ 3.0 million, respectively, primarily for share-based compensation.

Excluding discrete tax benefits, the Company’s operating tax rates for the quarters ended March 30, 2025 and March 31, 2024 were 21.5 % and 23.3 %, respectively.

Per Share Information

The following table sets forth the computation of basic and diluted income per common share:

(In millions, except per share amounts) Quarter ended Year-to-date period ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

(In millions, except per share amounts) Quarter ended

March 30, 2025 March 31, 2024

Numerator for basic income per common share –

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3.5 % Convertible Senior Notes due 2025

1.7 2.7 6.0 7.9

Numerator for diluted net income per common share –

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3.5 % Convertible Senior Notes due 2025

14.4 18.8 17.3 18.8

Denominator for diluted net income per common share – adjusted weighted average shares and assumed conversions 144.2 147.5

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Common stock that would be issuable upon the assumed conversion of the 2025 Convertible Notes, prior to their redemption during the third quarter of 2024, 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 quarters and year-to-date periods ended September 29, 2024 and October 1, 2023.

Periodically, the Company’s 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.

There were no anti-dilutive shares for the quarters ended March 30, 2025 and March 31, 2024.

Periodically, the Company’s Board of Directors authorizes the repurchase of ATI common stock (the “Share Repurchase Program”), most recently authorizing the repurchase of up to $ 700 million, as announced in September 2024.

Repurchases under these programs are made in the open market or in privately negotiated transactions, with the amount and timing of repurchases depending on market conditions and corporate needs.

Open market repurchases are structured to occur within the pricing and volume requirements of SEC Rule 10b-18.

In the quarter and year-to-date period ended September 29, 2024, ATI used $ 40.0 million and $ 190.0 million, respectively, to repurchase 0.7 million and 4.1 million, respectively, of its common stock under the Share Repurchase Program.

At September 29, 2024, the Company has utilized $ 40 million of the $ 700 million currently authorized under the Share Repurchase Program.

In the quarter ended October 1, 2023, ATI used $ 45.0 million to repurchase 1.0 million shares of its common stock under the Share Repurchase Program, and in the year-to-date period ended October 1, 2023, ATI used $ 55.1 million to repurchase 1.2 million shares of its common stock under the Share Repurchase Program.

In the quarter ended March 30, 2025, ATI used $ 70.0 million to repurchase 1.2 million of its common stock under the Share Repurchase Program.

At March 30, 2025, the Company has utilized $ 180 million of the $ 700 million currently authorized under the Share Repurchase Program.

In the quarter ended March 31, 2024, ATI used $ 150.0 million to repurchase 3.4 million shares of its common stock under the Share Repurchase Program.

The Company’s share repurchases are subject to a 1% excise tax as a result of the Inflation Reduction Act of 2022.

Excise taxes incurred on share repurchases represent direct costs of the repurchase and are recorded as part of the cost basis of the shares within treasury stock.

The cost of share repurchases may differ from the repurchases of common stock amounts in the consolidated statements of cash flows due to these excise taxes.

However, for 2024, there was no excise tax due to the impact of the conversion of the 2025 Convertible Notes (see Note 8).

The cost of share repurchases for the quarters ended March 30, 2025 and March 31, 2024 of $ 70.2 million and $ 151.2 million, respectively, differs from the repurchases of common stock amounts in the consolidated statements of cash flows due to these excise taxes.

Accumulated Other Comprehensive Income (Loss)

The changes in AOCI by component, net of tax, for the quarter ended September 29, 2024 were as follows (in millions):

benefit plans Currency

adjustment Derivatives Deferred Tax Asset Valuation Allowance Total

Attributable to ATI:

Balance, June 30, 2024 $ ( 30.7 ) $ ( 77.9 ) $ ( 4.9 ) $ 23.3 $ ( 90.2 )

OCI before reclassifications — 13.4 ( 1.5 ) — 11.9

Amounts reclassified from AOCI (a) 0.9 (b) — (c) 2.8 (d) — 3.7

Net current-period OCI 0.9 13.4 1.3 — 15.6

Balance, September 29, 2024 $ ( 29.8 ) $ ( 64.5 ) $ ( 3.6 ) $ 23.3 $ ( 74.6 )

Attributable to noncontrolling interests:

Balance, June 30, 2024 $ — $ 6.5 $ — $ — $ 6.5

OCI before reclassifications — 4.0 — — 4.0

Amounts reclassified from AOCI — (b) — — — —

Net current-period OCI — 4.0 — — 4.0

Balance, September 29, 2024 $ — $ 10.5 $ — $ — $ 10.5

The changes in AOCI by component, net of tax, for the year-to-date period ended September 29, 2024 were as follows (in millions):

The changes in AOCI by component, net of tax, for the quarter ended March 30, 2025 were as follows (in millions):

benefit plans Currency

3 unchanged sentences

OCI before reclassifications — 6.2 4.9 — 11.1

Amounts reclassified from AOCI (a) 2.7 (b) — (c) 6.1 (d) ( 0.8 ) 8.0

Amounts reclassified from AOCI (a) 0.9 (b) 5.1 (d) 0.8 (e) — 6.8

Net current-period OCI 0.9 11.3 5.7 — 17.9

Balance, September 29, 2024 $ ( 29.8 ) $ ( 64.5 ) $ ( 3.6 ) $ 23.3 $ ( 74.6 )

Balance, March 30, 2025 $ ( 29.6 ) $ ( 68.5 ) $ 3.2 $ 23.3 $ ( 71.6 )

Attributable to noncontrolling interests:

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OCI before reclassifications — 1.2 — — 1.2

Amounts reclassified from AOCI — (b) — — — —

Amounts reclassified from AOCI — (c) — — — —

Net current-period OCI — 1.2 — — 1.2

Balance, September 29, 2024 $ — $ 10.5 $ — $ — $ 10.5

Balance, March 30, 2025 $ — $ 6.9 $ — $ — $ 6.9

(a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 12).

(b) No amounts were reclassified to earnings.

(c) Amounts related to derivatives are included in sales, cost of goods sold or interest expense in the period or periods the hedged item affects earnings (see Note 9).

(d) Represents the net change in deferred tax asset valuation allowances on changes in AOCI balances between the balance sheet dates.

The income tax provision for the year-to-date period ended September 29, 2024 includes $ 0.8 million of a tax benefit for the recognition of a stranded deferred tax valuation allowance that was associated with the Company’s interest rate swap due to its maturity (see Notes 9 and 13).

The changes in AOCI by component, net of tax, for the quarter ended October 1, 2023 were as follows (in millions):

benefit plans Currency

adjustment Derivatives Deferred Tax Asset Valuation Allowance Total

Attributable to ATI:

Balance, July 2, 2023 $ ( 32.6 ) $ ( 73.6 ) $ ( 1.1 ) $ 20.0 $ ( 87.3 )

OCI before reclassifications — ( 7.1 ) ( 2.4 ) — ( 9.5 )

Amounts reclassified from AOCI (a) 1.0 (b) — (c) 1.4 (d) — 2.4

Net current-period OCI 1.0 ( 7.1 ) ( 1.0 ) — ( 7.1 )

Balance, October 1, 2023 $ ( 31.6 ) $ ( 80.7 ) $ ( 2.1 ) $ 20.0 $ ( 94.4 )

Attributable to noncontrolling interests:

Balance, July 2, 2023 $ — $ 6.4 $ — $ — $ 6.4

OCI before reclassifications — ( 2.1 ) — — ( 2.1 )

Amounts reclassified from AOCI — (b) — — — —

Net current-period OCI — ( 2.1 ) — — $ ( 2.1 )

Balance, October 1, 2023 $ — $ 4.3 $ — $ — $ 4.3

The changes in AOCI by component, net of tax, for the year-to-date period ended October 1, 2023 were as follows (in millions):

(b) Amounts were included in loss of asset sales and sales of businesses, net, as part of the loss on sale of the Birmingham, UK and Dusseldorf, Germany operations (see Note 5).

(d) Amounts related to derivatives are included in sales, cost of goods sold or interest expense in the period or periods the hedged item affects earnings (see Note 9).

(e) Represents the net change in deferred tax asset valuation allowances on changes in AOCI balances between the balance sheet dates.

The changes in AOCI by component, net of tax, for the quarter ended March 31, 2024 were as follows (in millions):

benefit plans Currency

1 unchanged sentence

Attributable to ATI:

Balance, January 1, 2023 $ ( 34.7 ) $ ( 70.1 ) $ 13.5 $ 23.9 $ ( 67.4 )

Balance, December 31, 2023 $ ( 32.5 ) $ ( 68.4 ) $ ( 6.4 ) $ 24.1 $ ( 83.2 )

OCI before reclassifications — ( 6.4 ) ( 1.4 ) — ( 7.8 )

1 unchanged sentence

Net current-period OCI 0.9 ( 6.4 ) ( 0.1 ) — ( 5.6 )

Balance, October 1, 2023 $ ( 31.6 ) $ ( 80.7 ) $ ( 2.1 ) $ 20.0 $ ( 94.4 )

Balance, March 31, 2024 $ ( 31.6 ) $ ( 74.8 ) $ ( 6.5 ) $ 24.1 $ ( 88.8 )

Attributable to noncontrolling interests:

Balance, January 1, 2023 $ — $ 7.7 $ — $ — $ 7.7

Balance, December 31, 2023 $ — $ 7.3 $ — $ — $ 7.3

OCI before reclassifications — ( 0.2 ) — — ( 0.2 )

1 unchanged sentence

Net current-period OCI — ( 0.2 ) — — $ ( 0.2 )

Balance, October 1, 2023 $ — $ 4.3 $ — $ — $ 4.3

Balance, March 31, 2024 $ — $ 7.1 $ — $ — $ 7.1

(a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 12).

7 unchanged sentences

subsidiaries.

Reclassifications out of AOCI for the quarters and year-to-date periods ended September 29, 2024 and October 1, 2023 were as follows:

Reclassifications out of AOCI for the quarters ended March 30, 2025 and March 31, 2024 were as follows:

Details about AOCI Components

(In millions)

Three months ended September 29, 2024 Three months ended October 1, 2023 Year-to-date

September 29, 2024 Year-to-date period ended October 1, 2023 Affected line item in the statements

Three months ended March 30, 2025 Three months ended March 31, 2024 Affected line item in the statements

of operations

2 unchanged sentences

Actuarial losses ( 1.3 ) ( 1.3 ) (a)

( 1.2 ) ( 1.4 ) ( 3.5 ) ( 4.1 ) (c) Total before tax

( 0.3 ) ( 0.4 ) ( 0.8 ) ( 1.0 ) Tax benefit (d)

( 1.2 ) ( 1.2 ) (d) Total before tax

( 0.3 ) ( 0.3 ) Tax benefit (e)

$ ( 0.9 ) $ ( 0.9 ) Net of tax

Nickel and other raw material contracts $ ( 1.9 ) $ ( 0.5 ) $ ( 3.3 ) $ 4.6 (b)

Natural gas contracts ( 1.8 ) ( 1.8 ) ( 6.5 ) ( 6.0 ) (b)

Foreign exchange contracts — 0.2 0.2 0.3 (b)

Interest rate swap — 0.3 1.6 1.0 (b)

( 3.7 ) ( 1.8 ) ( 8.0 ) ( 0.1 ) (c) Total before tax

( 0.9 ) ( 0.4 ) ( 1.9 ) — Tax expense (benefit) (d)

Currency translation adjustment $ ( 5.1 ) $ — (b,d)

Nickel and other raw material contracts $ ( 1.3 ) $ — (c)

Natural gas contracts 0.2 ( 2.4 ) (c)

Foreign exchange contracts 0.1 0.3 (c)

Interest rate swap — 0.4 (c)

( 1.0 ) ( 1.7 ) (d) Total before tax

( 0.2 ) ( 0.4 ) Tax benefit (e)

$ ( 0.8 ) $ ( 1.3 ) Net of tax

(a) Amounts are reported in nonoperating retirement benefit expense (see Note 12).

(b) 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.

(b) Amounts in 2025 were included in loss on asset sales and sales of businesses, net, as part of the loss on sale of the Birmingham, UK and Dusseldorf, Germany operations (see Note 5).

(c) Amounts related to derivatives, with the exception of the interest rate swap, are included in sales or cost of goods sold in the period or periods the hedged item affects earnings.

Amounts related to the interest rate swap are included in interest expense in the same period as the interest expense on the Term Loan is recognized in earnings (see Note 9).

(c) For pre-tax items, positive amounts are income and negative amounts are expense in terms of the impact to net income.

(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.

(d) These amounts exclude the impact of any deferred tax asset valuation allowances, when applicable.

(e) These amounts exclude the impact of any deferred tax asset valuation allowances, when applicable.

Commitments and Contingencies

6 unchanged sentences

The Company adjusts its accruals to reflect new information as appropriate.

Future adjustments could have a material adverse effect on the Company’s consolidated results of operations in a given period, but the Company cannot reliably predict the amounts of such future adjustments.

At September 29, 2024, the Company’s reserves for environmental remediation obligations totaled approximately $ 12 million, of which $ 6 million was included in other current liabilities.

Future adjustments could have a material adverse effect on the Company’s

consolidated results of operations in a given period, but the Company cannot reliably predict the amounts of such future adjustments.

At March 30, 2025, the Company’s reserves for environmental remediation obligations totaled approximately $ 15 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;

9 unchanged sentences

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.

Beginning in 2020, the U.S.

government enacted various relief packages in response to the COVID-19 pandemic, one of which was the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).

The CARES Act included, among other items, provisions relating to refundable employee retention payroll tax credits.

The Company applied for these employee retention tax credits and recognized a portion of the benefit from these credits as they were received in the statement of operations in the fiscal year ended December 31, 2022.

The Company received employee retention tax credits under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) during the fiscal year ended December 31, 2022.

Due to the complex nature of the employee retention credit computations, the Company deferred recognition of a portion of the tax credits pending the completion of any potential audit or examination, or the expiration of the related statute of limitations.

During the quarter and year-to-date period ended September 29, 2024, the Company recognized a benefit of $ 4.8 million and $ 13.4 million, respectively, in cost of sales on the consolidated statement of operations due to the expiration of the statute of limitations for a portion of these credits.

As of September 29, 2024, the Company has approximately $ 15 million of remaining deferred retention tax credits, of which the statute of limitations expire for $ 3 million in 2024 with the remaining expirations occurring in 2025 and 2027.

There is pending legislation that could extend the statute of limitations, which would impact the timing of the expected recognition of the remaining credits if and when such legislation is passed.

As of March 30, 2025, the Company has approximately $ 11.5 million of remaining deferred retention tax credits, of which the statute of limitations expires for $ 7.0 million in the second quarter of 2025, with the remaining expirations occurring in 2027.

In August 2024, the Company received notice that it and certain of its affiliates are parties to two lawsuits captioned (1) William L.

8 unchanged sentences

2:24-cv-01214) , both of which are filed in federal district court for the Western District of Pennsylvania.

These lawsuits assert various claims associated with the Company’s October 2023 purchase of group annuity contracts to transfer a portion of its U.S.

These lawsuits, which were consolidated in late 2024, assert various claims associated with the Company’s October 2023 purchase of group annuity contracts to transfer a portion of its U.S.

qualified defined benefit pension plan obligations to Athene Annuity and Life Company and Athene Annuity & Life Assurance of New York.

The Company filed a Motion to Dismiss the consolidated claims on January 27, 2025, and briefing on the Motion has been completed.

The Company disputes and intends 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.

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-Q

Item 1. Financial Statements