Ati Inc 8-K, filed Oct 29, 2026
Ati Inc (ATI)
8-K
2026-10-29
For: 2026-10-29
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Added on
October 29, 2026
About this 8-K
Ati Inc filed this 8-K on October 29, 2026.
ATI Inc. reported third-quarter sales of $1.42 billion, up 26% year-over-year, and GAAP-diluted EPS of $1.37. Adjusted EBITDA rose 46% to $328 million, and full-year adjusted EBITDA guidance increased to $1,190M - $1,200M. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2026
______________________
(Exact name of registrant as specified in its charter)
______________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code (800 ) 289-7454
N/A
(Former name or former address, if changed since last report).
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On October 29, 2026 , ATI Inc. ("the Company") issued a press release (the "Earnings Press Release") announcing its financial results for the third quarter 2026. The text of the Press Release is included as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not deemed incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01. Exhibit.
| (d) | Exhibit 99.1 | |||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATI Inc. | ||||||||||||||
| By: | /s/ James Robert Foster | |||||||||||||
| James Robert Foster | ||||||||||||||
| Senior Vice President, Finance and Chief Financial Officer | ||||||||||||||
| Dated: | ||||||||||||||
NEWS RELEASE| ATI Inc. | Investor Contact: | Media Contact: | ||||||
| Corporate Headquarters | Rob Rengel | Natalie Gillespie | ||||||
| 2021 McKinney Avenue | 309-339-4590 | 412-389-3124 | ||||||
| Dallas, TX 75201 U.S.A. | rob.rengel@ATImaterials.com | natalie.gillespie@ATImaterials.com | ||||||
| www.ATImaterials.com | ||||||||
ATI Announces Third Quarter 2026 Results
Exceeded high-end of Q3 Adjusted EBITDA guide by $13 million
Sales increased 26% with growth in all key markets; GAAP-diluted EPS up 76% year-over-year
Adjusted EBITDA increased 46% year-over-year, with margin expanding 300 bps to 23.0%
Raising full-year 2026 guide by $35 million to $1.195 billion; follows raise of $125 million last quarter
Third Quarter 2026 GAAP Financial Results
◦ Sales of $1.42 billion, up 26% year-over-year
◦ Net income attributable to ATI of $190 million, up 73% year-over-year
◦ Earnings per share of $1.37 compared to $0.78 per share in third quarter 2025
Third Quarter 2026 Non-GAAP Financial Information(a)
◦Adjusted net income attributable to ATI(a) of $202 million, up 69% year-over-year
◦Adjusted earnings per share(a) of $1.46, compared to $0.85 per share in third quarter 2025
◦Adjusted EBITDA(a) of $328 million, an increase of 46% year-over-year
◦Adjusted EBITDA(a) as a percentage of sales of 23.0%, compared to 20.0% in third quarter 2025
Guidance
The Company is providing fourth quarter and updated full year 2026 guidance in the table below.
| Current Guidance | Prior Guidance | ||||||||||
| Q4 2026 | Full Year 2026 | Full Year 2026 | |||||||||
Adjusted EBITDA(b) | $345M - $355M | $1,190M - $1,200M | $1,135M - $1,185M | ||||||||
Adjusted Earnings Per Share(b) | $1.51 - $1.57 | $5.17 - $5.23 | $4.90 - $5.18 | ||||||||
Adjusted Free Cash Flow(b) | $550M - $600M | $550M - $600M | |||||||||
(a) Reconciliations of the reported information under accounting principles generally accepted in the United States (GAAP) to non-GAAP financial measures are included in accompanying financial tables. Non-GAAP financial measures should be viewed in addition to, and not superior to or as an alternative for, the Company’s reported results prepared in accordance with GAAP.
(b) Detailed reconciliations of the forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures are not available without unreasonable effort due to the complexity of the excluded components.
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DALLAS, TX--(PR Newswire)--October 29, 2026--ATI Inc. (NYSE: ATI) reported third quarter 2026 results, with sales of $1.42 billion and net income attributable to ATI of $190 million, or $1.37 per share.
“We had a strong third quarter, exceeding the high-end of our guidance. We are raising our full-year outlook for adjusted EBITDA by $35 million. This follows the $125 million increase in our outlook just last quarter,” said Kimberly A. Fields, Board Chair, President and CEO. “Sales in the quarter grew 26% year-over-year, while adjusted EBITDA increased by 46% year-over-year. Our results reflect three main drivers: strong demand backed by long-term agreements, differentiated capabilities that make us the partner of choice, and disciplined execution across our operations.
“These results show the strength and balance of ATI’s portfolio and reinforce our growth outlook,” Fields continued. “We're delivering on our commitments and positioning ATI for even stronger performance in 2027.”
| Sequential | Y-O-Y | ||||||||||||||||||||||||||||
| ($ in millions except per share amounts) | Q3 2026 | Q2 2026 | Change | Q3 2025 | Change | ||||||||||||||||||||||||
| Sales | $1,423.7 | $1,261.1 | 13 | % | $1,125.5 | 26 | % | ||||||||||||||||||||||
| Net income attributable to ATI | $189.8 | $151.0 | 26 | % | $110.0 | 73 | % | ||||||||||||||||||||||
| Earnings per share | $1.37 | $1.09 | 26 | % | $0.78 | 76 | % | ||||||||||||||||||||||
Non-GAAP information(a) | |||||||||||||||||||||||||||||
Adjusted net income attributable to ATI(a) | $201.9 | $169.7 | 19 | % | $119.4 | 69 | % | ||||||||||||||||||||||
Adjusted earnings per share(a) | $1.46 | $1.23 | 19 | % | $0.85 | 72 | % | ||||||||||||||||||||||
ATI adjusted EBITDA(a) | $327.9 | $284.4 | 15 | % | $225.1 | 46 | % | ||||||||||||||||||||||
Third quarter 2026 GAAP earnings per share were $1.37 and adjusted earnings per share(a) were $1.46. Net income attributable to ATI was $189.8 million and ATI adjusted EBITDA(a) was $327.9 million, or 23.0% of sales. Third quarter 2026 adjusted results exclude pre-tax charges of $15.6 million for special items consisting of $14.4 million for restructuring and other charges and a $1.2 million debt extinguishment charge. The after-tax impact of these special items was a charge of $12.1 million, or $0.09 per share.
The third quarter 2026 restructuring and other charges include $8.4 million of transformation-related costs, $2.9 million of losses on the sale of customer accounts receivable, $2.2 million of start-up and transaction-related costs, and $0.9 million of restructuring-related costs.
Second quarter 2026 adjusted results exclude pre-tax charges of $23.6 million for special items for restructuring and other charges. These charges consist of $10.1 million of start-up and transaction-related costs, $7.0 million of transformation-related costs, $3.9 million of restructuring-related costs, and $2.6 million of losses on the sale of customer accounts receivable. The after-tax impact of these special items was a charge of $18.7 million, or $0.14 per share.
Third quarter 2025 adjusted results exclude pre-tax charges of $11.8 million for special items consisting of $12.9 million for restructuring and other charges and a $1.1 million gain on the sale of a non-core business. The after-tax impact of these special items was a charge of $9.4 million, or $0.07 per share. The Non-GAAP tables included within this release provide the reconciliations of the GAAP to Non-GAAP financial measures and additional details on the special items noted above.
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Operating Results by Segment
| High Performance Materials & Components (HPMC) | |||||||||||||||||
| ($ millions) | Q3 2026 | Q2 2026 | Q3 2025 | ||||||||||||||
| Sales | $721.4 | $637.1 | $602.9 | ||||||||||||||
Segment EBITDA(a) | $167.3 | $153.5 | $145.8 | ||||||||||||||
| % of Sales | 23.2 | % | 24.1 | % | 24.2 | % | |||||||||||
•HPMC’s third quarter 2026 sales increased $84.3 million, or 13%, compared to second quarter 2026, primarily due to strong demand and pricing for commercial jet engine products as well as demand for defense products. Aerospace & defense sales represented 94% of total HPMC sales in third quarter 2026, which was up slightly compared to second quarter 2026.
•Third quarter 2026 sales increased 20% compared to third quarter 2025, primarily driven by a 34% increase in sales of commercial jet engine products due to strong demand and pricing.
•HPMC third quarter 2026 segment EBITDA(a) was $167.3 million, or 23.2% of sales. The sequential and year-over-year decline in segment EBITDA margin was primarily due to higher manufacturing and period costs, including costs associated with ramping commercial production of a new nickel-based superalloy.
| Advanced Alloys & Solutions (AA&S) | |||||||||||||||||
| ($ millions) | Q3 2026 | Q2 2026 | Q3 2025 | ||||||||||||||
| Sales | $702.3 | $624.0 | $522.6 | ||||||||||||||
Segment EBITDA(a) | $181.3 | $147.6 | $90.4 | ||||||||||||||
| % of Sales | 25.8 | % | 23.7 | % | 17.3 | % | |||||||||||
•AA&S third quarter 2026 sales increased $78.3 million, or 13%, compared to the second quarter 2026, primarily due to higher sales in the aerospace & defense and specialty energy markets. Aerospace & defense sales increased 17%, driven by higher demand and pricing for both commercial jet engine and airframe products. Aerospace & defense represented 45% of total AA&S sales in the third quarter of 2026.
•Third quarter 2026 sales increased $179.7 million, or 34%, compared to third quarter 2025, primarily due to higher sales to the aerospace & defense, specialty energy, and conventional energy markets. On a year-over-year basis, aerospace & defense sales grew by 34%, as sales of commercial jet engine products almost doubled, reflecting both higher demand and pricing.
•AA&S third quarter 2026 segment EBITDA(a) was $181.3 million, or 25.8% of sales. The sequential and year-over-year increase in segment EBITDA margin was primarily driven by higher pricing and volumes as well as a favorable sales mix. Also, second quarter 2026 segment EBITDA margin included a $9.9 million gain from the sale of a previously closed manufacturing facility.
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Corporate Items and Cash
•Restructuring and other charges:
◦Third quarter 2026: $14.4 million includes pre-tax charges consisting of $8.4 million of transformation-related costs, $2.9 million of losses on the sale of customer accounts receivable, $2.2 million of start-up and transaction-related costs, and $0.9 million of restructuring-related costs for severance and facility rationalization activities.
◦Second quarter 2026: $23.6 million includes pre-tax charges consisting of $10.1 million of start-up and transaction-related costs, $7.0 million of transformation-related costs, $3.9 million of restructuring-related costs for severance and facility rationalization activities, and $2.6 million of losses on the sale of customer accounts receivable.
◦Third quarter 2025: $12.9 million includes pre-tax charges consisting of $7.2 million of start-up and transaction-related costs, $3.6 million of transformation-related costs, and $2.5 million of losses on the sale of customer accounts receivable, partially offset by restructuring-related credits of $0.4 million.
•Third quarter 2026 includes a $1.2 million debt extinguishment charge and third quarter 2025 includes a $1.1 million gain on the sale of a non-core business previously reported in the HPMC segment.
•Corporate expenses in the third quarter 2026 were $18.8 million, compared to $14.9 million in the second quarter 2026, and $15.6 million in the prior year quarter. The increase compared to second quarter 2026 was primarily due to a benefit from an insurance claim in that quarter. The increase compared to third quarter 2025 was primarily due to higher professional fees and insurance costs.
•Closed operations and other income/expense was expense of $1.9 million in the third quarter 2026 compared to expense of $1.8 million in the second quarter 2026, and income of $4.5 million in the prior year quarter. Third quarter 2025 benefited from a $10.5 million gain from the sale of oil and gas rights.
•Third quarter 2026 results included a $51.5 million income tax provision, or an effective rate of 21.0%, which was slightly higher than the second quarter 2026 effective tax rate of 20.0%. Third quarter 2025 results included a $31.0 million income tax provision, or an effective tax rate of 21.4%.
•Cash provided by operating activities was $154.6 million for the third quarter 2026, while capital expenditures were $92.8 million.
•Managed working capital as a percent of annualized sales was 32.9% at the end of third quarter 2026, a decrease of 140 basis points compared to the end of second quarter 2026.
•In the third quarter 2026, the Company repurchased $70.0 million of its common stock at an average price per share of $199.62, retiring approximately 0.4 million shares. As of the end of third quarter 2026, total share repurchase authorization remaining was $425 million.
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ATI will conduct a conference call with investors and analysts on Thursday, October 29, 2026, at 8:30 a.m. ET to discuss the financial results. The conference call will be broadcast, and accompanying presentation slides will be available, at ATImaterials.com. To access the broadcast, click on “Conference Call.” Replay of the conference call will be available on the ATI website.
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this news release relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements, which may contain such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions, are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which
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we are unable to predict or control. Our performance or achievements may differ materially from those expressed or implied in any forward-looking statements due to the following factors, among others: (a) material adverse changes in economic or industry conditions generally, including global supply and demand conditions and prices for our specialty materials; (b) material adverse changes in the markets we serve; (c) our inability to achieve the level of cost savings, productivity improvements, synergies, growth or other benefits anticipated by management from strategic investments and the integration of acquired businesses; (d) volatility in the price and availability of the raw materials that are critical to the manufacture of our products; (e) declines in the value of our defined benefit pension plan assets or unfavorable changes in laws or regulations that govern pension plan funding; (f) labor disputes or work stoppages; (g) equipment outages; (h) business and economic disruptions associated with extraordinary events beyond our control, such as war, terrorism, international conflicts, public health issues, such as epidemics or pandemics, natural disasters and climate-related events that may arise in the future and (i) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 28, 2025, and in other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.
ATI: Proven to Perform.
ATI (NYSE: ATI) is a global producer of high performance materials and solutions for the global aerospace & defense markets, and critical applications in electronics, medical and specialty energy. We’re solving the world’s most difficult challenges through materials science. We partner with our customers to deliver extraordinary materials that enable their greatest achievements: their products fly higher and faster, burn hotter, dive deeper, stand stronger and last longer. Our proprietary process technologies, unique customer partnerships and commitment to innovation deliver materials and solutions for today and the evermore challenging environments of tomorrow. We are proven to perform anywhere. Learn more at ATImaterials.com.
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ATI Inc.
Consolidated Statements of Operations
(Unaudited, dollars in millions, except per share amounts)
| Fiscal Quarter Ended | Fiscal Year-To-Date Period Ended | ||||||||||||||||||||||||||||
| September 27, | June 28, | September 28, | September 27, | September 28, | |||||||||||||||||||||||||
| 2026 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Sales | $ | 1,423.7 | $ | 1,261.1 | $ | 1,125.5 | $ | 3,836.3 | $ | 3,410.3 | |||||||||||||||||||
| Cost of sales | 1,043.5 | 951.3 | 870.2 | 2,883.4 | 2,676.7 | ||||||||||||||||||||||||
| Gross profit | 380.2 | 309.8 | 255.3 | 952.9 | 733.6 | ||||||||||||||||||||||||
| Selling and administrative expenses | 107.7 | 95.7 | 94.6 | 295.5 | 262.4 | ||||||||||||||||||||||||
| Restructuring charges (credits) | 0.9 | 3.9 | (0.4) | 11.8 | (1.7) | ||||||||||||||||||||||||
| (Gain) loss on asset sales and sales of businesses, net | (0.3) | (9.8) | (1.3) | (10.1) | 2.6 | ||||||||||||||||||||||||
| Operating income | 271.9 | 220.0 | 162.4 | 655.7 | 470.3 | ||||||||||||||||||||||||
| Nonoperating retirement benefit expense | (4.2) | (4.3) | (3.9) | (12.8) | (11.9) | ||||||||||||||||||||||||
| Interest expense, net | (22.6) | (23.9) | (26.1) | (70.2) | (74.5) | ||||||||||||||||||||||||
| Debt extinguishment charge | (1.2) | — | — | (1.2) | — | ||||||||||||||||||||||||
| Other income, net | 0.9 | 1.1 | 12.2 | 2.8 | 15.5 | ||||||||||||||||||||||||
| Income before income taxes | 244.8 | 192.9 | 144.6 | 574.3 | 399.4 | ||||||||||||||||||||||||
| Income tax provision | 51.5 | 38.6 | 31.0 | 106.2 | 81.3 | ||||||||||||||||||||||||
| Net income | $ | 193.3 | $ | 154.3 | $ | 113.6 | $ | 468.1 | $ | 318.1 | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 3.5 | 3.3 | 3.6 | 9.1 | 10.4 | ||||||||||||||||||||||||
| Net income attributable to ATI | $ | 189.8 | $ | 151.0 | $ | 110.0 | $ | 459.0 | $ | 307.7 | |||||||||||||||||||
| Basic net income attributable to ATI per common share | $ | 1.39 | $ | 1.11 | $ | 0.80 | $ | 3.37 | $ | 2.21 | |||||||||||||||||||
| Diluted net income attributable to ATI per common share | $ | 1.37 | $ | 1.09 | $ | 0.78 | $ | 3.31 | $ | 2.16 | |||||||||||||||||||
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ATI Inc.
Selected Financial Data
(Unaudited, dollars in millions)
| Fiscal Quarter Ended | Fiscal Year-To-Date Period Ended | ||||||||||||||||||||||||||||
| September 27, | June 28, | September 28, | September 27, | September 28, | |||||||||||||||||||||||||
| 2026 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Sales: | |||||||||||||||||||||||||||||
| High Performance Materials & Components | $ | 721.4 | $ | 637.1 | $ | 602.9 | $ | 1,972.8 | $ | 1,795.8 | |||||||||||||||||||
| Advanced Alloys & Solutions | 702.3 | 624.0 | 522.6 | 1,863.5 | 1,614.5 | ||||||||||||||||||||||||
| Total external sales | $ | 1,423.7 | $ | 1,261.1 | $ | 1,125.5 | $ | 3,836.3 | $ | 3,410.3 | |||||||||||||||||||
Segment EBITDA(a): | |||||||||||||||||||||||||||||
| High Performance Materials & Components | $ | 167.3 | $ | 153.5 | $ | 145.8 | $ | 473.7 | $ | 420.8 | |||||||||||||||||||
| % of Sales | 23.2 | % | 24.1 | % | 24.2 | % | 24.0 | % | 23.4 | % | |||||||||||||||||||
| Advanced Alloys & Solutions | 181.3 | 147.6 | 90.4 | 425.9 | 250.5 | ||||||||||||||||||||||||
| % of Sales | 25.8 | % | 23.7 | % | 17.3 | % | 22.9 | % | 15.5 | % | |||||||||||||||||||
Corporate, Closed Operations and Other (income) expense(b): | |||||||||||||||||||||||||||||
| Corporate expense | $ | 18.8 | $ | 14.9 | $ | 15.6 | $ | 50.7 | $ | 48.4 | |||||||||||||||||||
| Closed operations and other (income) expense | 1.9 | 1.8 | (4.5) | 4.9 | (4.5) | ||||||||||||||||||||||||
| Total Corporate, Closed Operations and Other expense | $ | 20.7 | $ | 16.7 | $ | 11.1 | $ | 55.6 | $ | 43.9 | |||||||||||||||||||
| Depreciation & Amortization: | |||||||||||||||||||||||||||||
| High Performance Materials & Components | $ | 21.1 | $ | 20.6 | $ | 21.2 | $ | 61.3 | $ | 61.8 | |||||||||||||||||||
| Advanced Alloys & Solutions | 21.9 | 21.8 | 19.7 | 67.4 | 58.3 | ||||||||||||||||||||||||
| Other | 1.9 | 1.6 | 1.7 | 5.2 | 4.9 | ||||||||||||||||||||||||
| Total depreciation & amortization | $ | 44.9 | $ | 44.0 | $ | 42.6 | $ | 133.9 | $ | 125.0 | |||||||||||||||||||
Percentage of Total ATI Sales(c): | |||||||||||||||||||||||||||||
| Nickel-based alloys and specialty alloys | 52 | % | 51 | % | 44 | % | 51 | % | 47 | % | |||||||||||||||||||
| Precision forgings, castings and components | 17 | % | 18 | % | 22 | % | 18 | % | 21 | % | |||||||||||||||||||
| Titanium and titanium-based alloys | 16 | % | 15 | % | 19 | % | 16 | % | 18 | % | |||||||||||||||||||
| Zirconium and related alloys | 10 | % | 11 | % | 9 | % | 10 | % | 9 | % | |||||||||||||||||||
| Precision rolled strip products | 5 | % | 5 | % | 6 | % | 5 | % | 5 | % | |||||||||||||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||||||||||||
(a) The Company’s Chief Operating Decision Maker (“CODM”) utilizes Segment EBITDA as a key metric to evaluate segment performance. Our measure of segment EBITDA, which we use to analyze the performance and results of our business segments, excludes net interest expense, income taxes, depreciation and amortization, special charges, unallocated corporate expenses, closed operations and other income (expense). See the Company’s Form 10-Q for the reconciliation of Segment EBITDA to Income before taxes.
(b) Amounts exclude depreciation & amortization expense.
(c) Hot-Rolling and Processing Facility conversion service sales in the AA&S segment are excluded from this presentation.
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ATI Inc.
Condensed Consolidated Balance Sheets
(Unaudited, dollars in millions)
| September 27, 2026 | December 28, 2025 | |||||||||||||
| ASSETS | ||||||||||||||
| Current Assets: | ||||||||||||||
| Cash and cash equivalents | $ | 442.3 | $ | 416.7 | ||||||||||
| Accounts receivable, net of allowances for doubtful accounts | 733.4 | 686.1 | ||||||||||||
| Short-term contract assets | 112.8 | 72.8 | ||||||||||||
| Inventories, net | 1,657.2 | 1,403.2 | ||||||||||||
| Prepaid expenses and other current assets | 101.5 | 101.2 | ||||||||||||
| Total Current Assets | 3,047.2 | 2,680.0 | ||||||||||||
| Property, plant and equipment, net | 2,045.0 | 1,940.6 | ||||||||||||
| Goodwill | 225.2 | 225.2 | ||||||||||||
| Other assets | 249.4 | 253.8 | ||||||||||||
| Total Assets | $ | 5,566.8 | $ | 5,099.6 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current Liabilities: | ||||||||||||||
| Accounts payable | $ | 632.1 | $ | 568.2 | ||||||||||
Accrued liabilities | 273.0 | 240.5 | ||||||||||||
| Short-term contract liabilities | 127.4 | 146.4 | ||||||||||||
| Short-term debt and current portion of long-term debt | 49.7 | 31.1 | ||||||||||||
| Other current liabilities | 16.3 | 20.1 | ||||||||||||
| Total Current Liabilities | 1,098.5 | 1,006.3 | ||||||||||||
| Long-term debt | 1,807.8 | 1,718.3 | ||||||||||||
| Accrued postretirement benefits | 147.8 | 158.5 | ||||||||||||
| Pension liabilities | 40.1 | 41.4 | ||||||||||||
| Other long-term liabilities | 340.7 | 258.4 | ||||||||||||
| Total Liabilities | 3,434.9 | 3,182.9 | ||||||||||||
| Total ATI stockholders' equity | 2,005.2 | 1,804.5 | ||||||||||||
| Noncontrolling interests | 126.7 | 112.2 | ||||||||||||
| Total Equity | 2,131.9 | 1,916.7 | ||||||||||||
| Total Liabilities and Equity | $ | 5,566.8 | $ | 5,099.6 | ||||||||||
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ATI Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, dollars in millions)
| Fiscal Year-To-Date Period Ended | ||||||||||||||
| September 27, 2026 | September 28, 2025 | |||||||||||||
| Operating Activities: | ||||||||||||||
| Net income | $ | 468.1 | $ | 318.1 | ||||||||||
| Depreciation and amortization | 133.9 | 125.0 | ||||||||||||
Non-cash restructuring charges, net | 5.1 | — | ||||||||||||
| Share-based compensation | 23.3 | 22.3 | ||||||||||||
| Deferred taxes | 35.4 | 36.5 | ||||||||||||
| Debt extinguishment charge | 1.2 | — | ||||||||||||
| Net gain from disposal of property, plant and equipment | (10.1) | (10.6) | ||||||||||||
| Net loss on sales of businesses | — | 2.6 | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Inventories | (255.1) | (57.5) | ||||||||||||
| Accounts receivable | (46.6) | 1.7 | ||||||||||||
| Accounts payable | 59.9 | (94.4) | ||||||||||||
| Retirement benefits | (4.0) | (6.0) | ||||||||||||
| Pension plan contributions | (4.0) | — | ||||||||||||
| Accrued liabilities and other | 7.5 | (39.2) | ||||||||||||
| Cash provided by operating activities | 414.6 | 298.5 | ||||||||||||
| Investing Activities: | ||||||||||||||
| Purchases of property, plant and equipment | (216.6) | (187.9) | ||||||||||||
| Proceeds from disposal of property, plant and equipment | 16.7 | 10.9 | ||||||||||||
| Proceeds from sales of businesses, net of transaction costs | 1.6 | 21.2 | ||||||||||||
| Other | 2.5 | 6.8 | ||||||||||||
| Cash used in investing activities | (195.8) | (149.0) | ||||||||||||
| Financing Activities: | ||||||||||||||
| Proceeds from issuance of senior notes | 450.0 | — | ||||||||||||
| Repayment of long-term debt and finance lease obligations | (375.7) | (24.2) | ||||||||||||
| Net borrowings under international credit facilities | 15.3 | 11.3 | ||||||||||||
| Debt issuance costs | (6.9) | — | ||||||||||||
| Purchase of treasury stock | (195.0) | (470.0) | ||||||||||||
| Shares repurchased for income tax withholding on share-based compensation and other | (82.2) | (29.7) | ||||||||||||
| Cash used in financing activities | (194.5) | (512.6) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 1.3 | 14.1 | ||||||||||||
| Increase (decrease) in cash and cash equivalents | 25.6 | (349.0) | ||||||||||||
| Cash and cash equivalents at beginning of period | 416.7 | 721.2 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 442.3 | $ | 372.2 | ||||||||||
9
ATI Inc.
Revenue by Market
(Unaudited, dollars in millions)
| Fiscal Quarter Ended | Fiscal Year-To-Date Period Ended | |||||||||||||||||||||||||||||||||||||||||||
| September 27, 2026 | June 28, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Aerospace & Defense: | ||||||||||||||||||||||||||||||||||||||||||||
| Jet Engines- Commercial | $ | 603.2 | 42 | % | $ | 508.3 | 40 | % | $ | 433.6 | 38 | % | $ | 1,583.5 | 41 | % | $ | 1,302.8 | 38 | % | ||||||||||||||||||||||||
| Airframes- Commercial | 219.4 | 15 | % | 191.7 | 15 | % | 197.7 | 18 | % | 597.7 | 16 | % | 598.7 | 18 | % | |||||||||||||||||||||||||||||
| Defense | 171.9 | 12 | % | 162.0 | 13 | % | 161.4 | 14 | % | 472.9 | 12 | % | 407.4 | 12 | % | |||||||||||||||||||||||||||||
| Total Aerospace & Defense | 994.5 | 69 | % | 862.0 | 68 | % | 792.7 | 70 | % | 2,654.1 | 69 | % | 2,308.9 | 68 | % | |||||||||||||||||||||||||||||
| Other Markets: | ||||||||||||||||||||||||||||||||||||||||||||
| Specialty Energy | 80.4 | 6 | % | 59.2 | 5 | % | 53.9 | 5 | % | 201.2 | 5 | % | 167.9 | 5 | % | |||||||||||||||||||||||||||||
| Electronics | 46.5 | 3 | % | 38.2 | 3 | % | 48.4 | 4 | % | 113.0 | 3 | % | 131.7 | 4 | % | |||||||||||||||||||||||||||||
| Medical | 25.6 | 2 | % | 23.0 | 2 | % | 30.9 | 3 | % | 76.1 | 2 | % | 112.2 | 3 | % | |||||||||||||||||||||||||||||
| Automotive | 78.9 | 6 | % | 72.3 | 6 | % | 61.3 | 6 | % | 212.7 | 6 | % | 186.7 | 5 | % | |||||||||||||||||||||||||||||
| Conventional Energy | 82.3 | 6 | % | 103.5 | 8 | % | 56.8 | 5 | % | 270.0 | 7 | % | 271.5 | 8 | % | |||||||||||||||||||||||||||||
| Construction/Mining | 39.4 | 3 | % | 34.9 | 3 | % | 36.8 | 3 | % | 113.3 | 3 | % | 103.0 | 3 | % | |||||||||||||||||||||||||||||
| Other | 76.1 | 5 | % | 68.0 | 5 | % | 44.7 | 4 | % | 195.9 | 5 | % | 128.4 | 4 | % | |||||||||||||||||||||||||||||
| Total Other Markets | $ | 429.2 | 31 | % | $ | 399.1 | 32 | % | $ | 332.8 | 30 | % | $ | 1,182.2 | 31 | % | $ | 1,101.4 | 32 | % | ||||||||||||||||||||||||
| Total | $ | 1,423.7 | 100 | % | $ | 1,261.1 | 100 | % | $ | 1,125.5 | 100 | % | $ | 3,836.3 | 100 | % | $ | 3,410.3 | 100 | % | ||||||||||||||||||||||||
10
ATI Inc.
Computation of Basic and Diluted Earnings Per Share Attributable to ATI
(Unaudited, dollars in millions, except per share amounts)
| Fiscal Quarter Ended | Fiscal Year-To-Date Period Ended | |||||||||||||||||||||||||||||||
| September 27, | June 28, | September 28, | September 27, | September 28, | ||||||||||||||||||||||||||||
| 2026 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Numerator for Basic net income per common share - | ||||||||||||||||||||||||||||||||
Net income attributable to ATI | $ | 189.8 | $ | 151.0 | $ | 110.0 | $ | 459.0 | $ | 307.7 | ||||||||||||||||||||||
| Denominator for Basic net income per common share - | ||||||||||||||||||||||||||||||||
| Weighted average shares outstanding | 136.1 | 136.3 | 137.0 | 136.4 | 139.5 | |||||||||||||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||||||||||||||||||
| Share-based compensation | 2.3 | 2.0 | 3.5 | 2.1 | 3.1 | |||||||||||||||||||||||||||
| Denominator for Diluted net income per common share - | ||||||||||||||||||||||||||||||||
| Adjusted weighted average shares and assumed conversions | 138.4 | 138.3 | 140.5 | 138.5 | 142.6 | |||||||||||||||||||||||||||
| Basic net income attributable to ATI per common share | $ | 1.39 | $ | 1.11 | $ | 0.80 | $ | 3.37 | $ | 2.21 | ||||||||||||||||||||||
| Diluted net income attributable to ATI per common share | $ | 1.37 | $ | 1.09 | $ | 0.78 | $ | 3.31 | $ | 2.16 | ||||||||||||||||||||||
11
ATI Inc.
Non-GAAP Financial Measures
(Unaudited, dollars in millions, except per share amounts)
The Company reports its financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This report includes financial performance measures that are not defined by GAAP, including Adjusted net income attributable to ATI, Adjusted EPS, Adjusted EBITDA, Segment EBITDA, Adjusted free cash flow and Managed working capital. The Company uses these non-GAAP financial measures to assist in assessing operating performance on a consistent basis across multiple reporting periods by removing the impact of special items, which can vary from period to period, that management does not believe are directly reflective of the Company’s core operations. The Company defines special items as significant non-recurring or non-operational charges or credits, restructuring and other charges/credits, gains or losses from the sale of accounts receivable, strike related costs, goodwill and long-lived asset impairments, debt extinguishment charges, pension remeasurement gains and losses, other postretirement/pension curtailment and settlement gains and losses, and gains or losses on sales of businesses.
Adjusted net income attributable to ATI and related Adjusted EPS are calculated by adjusting net income attributable to ATI for the tax-effected impact of special items. We define Adjusted EBITDA as net income, excluding net interest expense, income taxes, depreciation and amortization, and special items. Our measure of segment EBITDA, which we use to analyze the performance and results of our business segments, excludes net interest expense, income taxes, depreciation and amortization, special charges, corporate expenses, closed operations and other income (expense). Our methods of calculating Adjusted free cash flow and Managed working capital are discussed in greater detail below under the headings “Adjusted Free Cash Flow” and “Managed Working Capital,” respectively.
Management believes presenting these non-GAAP financial measures is useful to investors because it (1) provides investors with meaningful supplemental information regarding financial and operating performance by excluding certain items management believes do not directly impact the Company’s core operations, (2) permits investors to view performance using the same metrics that management uses to forecast, evaluate performance, and make operating and strategic decisions, and (3) provides additional information useful to investors on a period-to-period consistent basis that are commonly used to analyze companies’ operating performance. Management believes that consideration of these non-GAAP financial measures, together with our GAAP financial measures and the corresponding reconciliations, provides investors with additional understanding of the Company’s performance and trends that would be absent such disclosures.
Non-GAAP financial measures should be viewed in addition to, and not superior to or as an alternative for, the Company’s reported results prepared in accordance with GAAP. The following tables provide the calculation of the non-GAAP financial measures discussed in this press release:
Net Income Attributable to ATI
| Fiscal Quarter Ended | |||||||||||||||||||||||||||||||||||
| September 27, 2026 | June 28, 2026 | September 28, 2025 | |||||||||||||||||||||||||||||||||
| EPS | EPS | EPS | |||||||||||||||||||||||||||||||||
| Net income attributable to ATI | $ | 189.8 | $ | 1.37 | $ | 151.0 | $ | 1.09 | $ | 110.0 | $ | 0.78 | |||||||||||||||||||||||
| Adjustments for special items, pre-tax: | |||||||||||||||||||||||||||||||||||
Restructuring and other charges(a) | 14.4 | 23.6 | 12.9 | ||||||||||||||||||||||||||||||||
Gain on sales of businesses(b) | — | — | (1.1) | ||||||||||||||||||||||||||||||||
Debt extinguishment charge(c) | 1.2 | — | — | ||||||||||||||||||||||||||||||||
| Total pre-tax adjustments for special items | 15.6 | 0.11 | 23.6 | 0.17 | 11.8 | 0.08 | |||||||||||||||||||||||||||||
| Income tax on adjustments for special items | (3.5) | (0.02) | (4.9) | (0.03) | (2.4) | (0.01) | |||||||||||||||||||||||||||||
| Adjusted Net income attributable to ATI | $ | 201.9 | $ | 1.46 | $ | 169.7 | $ | 1.23 | $ | 119.4 | $ | 0.85 | |||||||||||||||||||||||
12
| Earnings before interest, taxes, depreciation and amortization (EBITDA) | |||||||||||||||||
| Fiscal Quarter Ended | |||||||||||||||||
| September 27, 2026 | June 28, 2026 | September 28, 2025 | |||||||||||||||
| Net income attributable to ATI | $ | 189.8 | $ | 151.0 | $ | 110.0 | |||||||||||
| Net income attributable to noncontrolling interests | 3.5 | 3.3 | 3.6 | ||||||||||||||
| Net income | 193.3 | 154.3 | 113.6 | ||||||||||||||
| (+) Depreciation and amortization | 44.9 | 44.0 | 42.6 | ||||||||||||||
| (+) Interest expense | 22.6 | 23.9 | 26.1 | ||||||||||||||
| (+) Income tax provision | 51.5 | 38.6 | 31.0 | ||||||||||||||
| EBITDA | 312.3 | 260.8 | 213.3 | ||||||||||||||
| Adjustments for special items, pre-tax: | |||||||||||||||||
(+) Restructuring and other charges(a) | 14.4 | 23.6 | 12.9 | ||||||||||||||
(+/-) (Gain) loss on sales of businesses(b) | — | — | (1.1) | ||||||||||||||
(+) Debt extinguishment charge(c) | 1.2 | — | — | ||||||||||||||
| Adjusted EBITDA | $ | 327.9 | $ | 284.4 | $ | 225.1 | |||||||||||
(a) Third quarter 2026 includes pre-tax charges of $14.4 million consisting of $8.4 million of transformation-related costs, $2.9 million of losses on the sale of customer accounts receivable, $2.2 million of start-up and transaction-related costs, and $0.9 million of restructuring-related costs. Second quarter 2026 includes pre-tax charges of $23.6 million consisting of $10.1 million of start-up and transaction-related costs, $7.0 million of transformation-related costs, $3.9 million of restructuring-related costs, and $2.6 million of losses on the sale of customer accounts receivable. Third quarter 2025 includes pre-tax charges of $12.9 million primarily for start-up and transaction-related costs.
(b) Third quarter 2025 included a $1.1 million gain on the sale of a non-core business previously reported in the HPMC segment.
(c) Third quarter 2026 includes a pre-tax debt extinguishment charge of $1.2 million for the write-off of unamortized debt issuance costs related to the redemption of $350 million of 5.875% Senior Notes due 2027.
13
Adjusted Free Cash Flow
Management utilizes a non-GAAP measure, Adjusted free cash flow, to assess the cash flow generation of the Company’s operations. Adjusted free cash flow is defined as the total cash provided by (used in) operating activities and investing activities as presented on the consolidated statements of cash flows, adjusted to exclude cash contributions to the Company’s U.S. qualified defined benefit pension plan.
Management utilizes this measure to assess the cash flow generation performance of its business as it excludes cash contributions to the Company’s U.S. qualified benefit pension plan that are periodic rather than recurring. The impact of cash generated from the sale of assets and non-core businesses is included in the measure as the proceeds of such transactions are contemplated by Management in setting capital budgets to fund capital expenditures. Management believes this measure provides investors with additional meaningful insights as to the Company’s ability to generate cash in excess of operational and investing needs. Adjusted free cash flow is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as interest, tax, or other contractually required payments. Further, adjusted free cash flow should be viewed in addition to, and not superior to or as an alternative for, the Company’s reported results prepared in accordance with GAAP.
| Fiscal Quarter Ended | Fiscal Year-To-Date Period Ended | ||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||
Cash provided by operating activities | $ | 154.6 | $ | 229.5 | $ | 414.6 | $ | 298.5 | |||||||||||||||
| Add back: Cash contributions to U.S. qualified defined benefit pension plan | 4.0 | — | 4.0 | — | |||||||||||||||||||
Cash provided by operating activities excluding pension contributions | 158.6 | 229.5 | 418.6 | 298.5 | |||||||||||||||||||
| Cash used in investing activities | (79.0) | (29.8) | (195.8) | (149.0) | |||||||||||||||||||
| Adjusted Free Cash Flow | $ | 79.6 | $ | 199.7 | $ | 222.8 | $ | 149.5 | |||||||||||||||
14
Managed Working Capital
As part of managing the performance of our business, we focus on Managed working capital, a non-GAAP financial measure that we define as gross accounts receivable, short-term contract assets and gross inventories, excluding the effects of reserves for uncollectible accounts receivable and inventory valuation reserves, less accounts payable and short-term contract liabilities. We assess Managed working capital performance as a percentage of the prior three months' annualized sales. Managed working capital is not intended to replace working capital or other GAAP financial measures or to be used as a measure of liquidity.
Management believes this non-GAAP financial measure focuses on the assets and liabilities most closely attributable to our core operations, allowing Management to quantify and evaluate the asset intensity of our business. Further, Management believes this non-GAAP financial measure provides investors with additional insights into the Company’s effectiveness in balancing the need to maintain appropriate asset levels to support sales growth and operations while deploying our cash effectively.
| September 27, 2026 | June 28, 2026 | December 28, 2025 | |||||||||||||||
| Accounts receivable | $ | 733.4 | $ | 646.6 | $ | 686.1 | |||||||||||
| Short-term contract assets | 112.8 | 95.9 | 72.8 | ||||||||||||||
| Inventory | 1,657.2 | 1,667.5 | 1,403.2 | ||||||||||||||
| Accounts payable | (632.1) | (656.6) | (568.2) | ||||||||||||||
| Short-term contract liabilities | (127.4) | (143.5) | (146.4) | ||||||||||||||
| Subtotal | 1,743.9 | 1,609.9 | 1,447.5 | ||||||||||||||
| Allowance for doubtful accounts | 4.7 | 4.2 | 4.2 | ||||||||||||||
| Inventory reserves | 125.6 | 117.2 | 80.4 | ||||||||||||||
| Net managed working capital held for sale | — | — | — | ||||||||||||||
| Managed working capital | $ | 1,874.2 | $ | 1,731.3 | $ | 1,532.1 | |||||||||||
| Annualized prior 3 months sales | $ | 5,694.7 | $ | 5,044.5 | $ | 4,708.2 | |||||||||||
| Managed working capital as a | |||||||||||||||||
| % of annualized sales | 32.9 | % | 34.3 | % | 32.5 | % | |||||||||||
| Change in managed working capital: | |||||||||||||||||
Year-to-date 2026 | $ | 342.1 | |||||||||||||||
| Q3 2026 | $ | 142.9 | |||||||||||||||
15