UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 20172023
OR
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¨ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number 1-12001
ALLEGHENY TECHNOLOGIES INCORPORATEDATI Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 25-1792394 |
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Delaware | | 25-1792394 |
(State or other jurisdiction of
incorporation or organization)
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Identification Number)
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| 2021 McKinney Avenue | | |
| Dallas, | Texas | | 75201 |
1000 Six PPG Place, Pittsburgh, Pennsylvania | | 15222-5479 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (412) 394-2800(800) 289-7454
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock,stock, par value $0.10 Par Value | ATI | New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant is well known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesx☒ No ¨☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨☐ No x☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No ¨☐
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x☒ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer | | x☒ | | Accelerated filer | | ¨☐ |
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| Non-accelerated filer | | ¨☐ (Do not check if a smaller reporting company)
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| | | | 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. ¨☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statement. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No x☒
On February 9, 2018,2, 2024, the Registrant had outstanding 125,661,001127,781,255 shares of its Common Stock.
The aggregate market value of the Registrant’s voting stock held by non-affiliates at June 30, 2017July 2, 2023 was approximately $1.9$5.7 billion, based on the closing price per share of Common Stock on June 30, 20172023 of $17.01$44.23 as reported on the New York Stock Exchange. Shares of Common Stock known by the Registrant to be beneficially owned by directors and officers of the Registrant subject to the reporting and other requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are not included in the computation. The Registrant, however, has made no determination that such persons are “affiliates” within the meaning of Rule 12b-2 under the Exchange Act.
Documents Incorporated By Reference
Selected portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 10, 201816, 2024 are incorporated by reference into Part III of this Report.
INDEX
PART I
Item 1. Business
The Company
Allegheny Technologies IncorporatedATI Inc. is a Delaware corporation with its principal executive officescorporate headquarters located at 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479,2021 McKinney Avenue, Suite 1100, Dallas, TX 75201, telephone number (412) 394-2800,(800) 289-7454, Internet website address www.atimetals.com.www.atimaterials.com. Our Internet website and content contained therein or connected thereto are not intended to incorporate into this Annual Report on Form 10-K. References to “Allegheny Technologies,” “ATI,” the “Company,” the “Registrant,“the Registrant,” “we,” “our” and “us” and similar terms mean Allegheny Technologies IncorporatedATI Inc. and its subsidiaries, unless the context otherwise requires.
When used in this Annual Report on Form 10-K, unless the context otherwise requires or unless otherwise specified, any reference to “year” is to the Company’s fiscal year. The Company follows a 4-4-5 or 5-4-4 fiscal calendar, whereby each fiscal quarter consists of thirteen weeks grouped into two four-week months and one five-week month, and its fiscal year ends on the Sunday closest to December 31. Fiscal years 2023, 2022 and 2021 ended on December 31, 2023, January 1, 2023 and January 2, 2022, respectively. All fiscal years presented include 52 weeks of operations. The dates for prior fiscal years have been revised to more precisely reflect the exact day of the year end periods for these fiscal years given our 4-4-5 or 5-4-4 calendar.
Our Business
ATI is a global manufacturer of technically advancedproduces specialty materials, highly differentiated by our materials science expertise and complex components.advanced process technologies. Our largest marketmission is to solve the world’s challenges through materials science. Our core markets of aerospace & defense representing approximately 50%represent nearly 60% of total sales, led by products for jet engines. Additionally, we have a strong presence in the energy markets, including specialty energy, oil & gas electrical energy,and downstream processing, as well as the medical and automotiveelectronics markets. In aggregate, these key markets represent about 80%almost 85% of our revenue. ATI is a market leader in manufacturing differentiated products that require our unique manufacturing and precision machining capabilities as well as our innovative new product development competence. Our capabilities range from alloy development to final production of highly engineered finished components, as well as producing powders for use in next-generation jet engine forgings and 3D-printed aerospace products.
We operate in two business segments: High Performance Materials & Components (HPMC), and Flat Rolled Products (FRP)Advanced Alloys & Solutions (AA&S). Over 75%The HPMC segment’s primary focus is on maximizing aero-engine materials and components growth, with approximately 85% of 2017 HPMC segment sales were toits revenue derived from the aerospace and& defense markets, andincluding nearly half60% of HPMC’s total sales areits revenue from products for commercial jet engines. Increasing demand for commercialCommercial aerospace products hashave been the main source of sales and segment operating profitEBITDA growth for HPMC over the last few years. This isseveral years, and are expected to continue to drive HPMC and overall ATI results forin the next several years due to the ongoing expansion in production of next generation jet engines and airplanes.future. Other keymajor HPMC end markets include medical oil & gas, and electrical energy. HPMC produces converts and distributes a wide range of high performance materials, includingcomponents, and advanced metallic powder alloys. These are made from nickel-based alloys and superalloys, titanium and titanium-based alloys, and a variety of other specialty materials. Capabilities range from cast/wrought and powder alloy development to final production of highly engineered finished components, and 3D-printed aerospace products.
The AA&S segment is focused on delivering high-value flat products from differentiated alloysprimarily to the energy, aerospace, and super alloys, and metallic powders.
Our FRP segment serves a diverse groupdefense end-markets, which comprise over 60% of end markets. The oil & gas market, including chemical and hydrocarbon processing, and the automotive market, collectively represent over 40% of 2017 sales.its revenue. Other majorimportant end markets for FRPAA&S include aerospace & defense, food processing equipmentelectronics, medical and appliances, construction and mining, electronics and communication equipment and computers. FRPautomotive. AA&S produces converts and distributes nickel-based alloys, specialty alloys, titanium and titanium-based alloys, and stainless steelspecialty alloys in a variety of product forms including plate, sheet, engineeredand strip and Precision Rolled Strip products.
ATI’s strategic vision is to be an aligned and integrated specialty materials and components company. Our strategies target the products and global growth markets that require and value ATI’s technical and manufacturing capabilities. Through alloy development, internal growth efforts, and long-term supply agreements on current and next-generation jet engines and airframes, we are well positioned with a fully qualified asset base to meet the expected multi-year demand growth from the commercial aerospace market. Our HPMC segment’s isothermal and hot-die forge press utilization continues to increase to meet aerospace demand growth, including new market share gains.
Strategic end useend-use markets for our products include:
Aerospace & Defense. We are a world leader in the production of specialty materials and components for both commercial and military jet engines and airframes supporting customer needs for initial build requirements and for spare parts. Through alloy development, internal growth efforts, and long-term supply agreements on current and next-generation jet engines and airframes, we are well-positioned with a fully qualified asset base to meet the expected multi-year demand growth from the commercial aerospace market.
Aerospace & defenseTypical aerospace applications also requirefor nickel-based alloys and superalloys and specialty alloys such as ours.advanced metallic powders include jet engine disks, blades, vanes, rings, casings and shafts. Nickel-based alloys and superalloys remain extremely strong at high temperatures and resist degradation under extreme conditions. Typical aerospace applications for nickel-based alloys and superalloys and advanced metallic powders include jet engine shafts, discs, blades, vanes, rings and casings. The next generation and future-generationnext-generation jet engines use new generations ofadvanced nickel-based superalloys and advanced metallic powder alloys in large part due to enable increased fuel efficiency requirements that require hotter-burning engines. Our specialty alloysmaterials are also used in the manufacture of aircraft landing gear and structural components, as well as jet engine components.
Products and components made from titanium and titanium-based alloys, such as jet engine components including blades, vanes, discs, and casings, and airframe components such as structural members, landing gears, hydraulic systems, and fasteners, are critical in aerospace and defense applications. These materials and components possess an extraordinary
combination of properties that help to increase jet engine fuel efficiency and product longevity, including superior strength-to-weight ratio, elevated temperature resistance, low coefficient of thermal expansion, and extreme corrosion resistance.
In addition to our specialty materials, weWe are a global industry leader in isothermaliso-thermal and hot-die forging technologies for advanced aerospace components. We produce highly sophisticated components that have differing mechanical properties across a single product unit and are highly-resistant to fatigue and temperature effect.effects. Our precision forgings are used for jet engine components, structural components for aircraft, helicopters, launch vehicles,space propulsion, and other demanding applications. ATI provides a full range of post-production inspection and machining with the certified quality needed to meet demanding application requirements. ATI has
Products and components made from titanium and titanium-based alloys, such as jet engine components including disks, blades and vanes, and airframe components such as structural members, landing gears, and hydraulic systems, are critical in aerospace applications. These materials and components possess an extraordinary combination of properties that help to increase jet engine fuel efficiency and product longevity, including superior strength-to-weight ratios, elevated temperature resistance, low coefficient of thermal expansion, and extreme corrosion resistance. Availability of titanium supply continues to be a critical issue across the technology, equipment,aerospace & defense supply chain. As such, in fiscal year 2023, we restarted a significant amount of titanium melt capacity in Albany, Oregon with a modest investment and know-howare continuing to castinvest in additional capacity at this facility, bringing online a fourth furnace in the first half of fiscal year 2024. In addition, we are further investing in additional titanium partsmelt capacity to meet this growing demand with our expansion in someRichland, Washington, and we are on track for the first melt in the fourth quarter of the largestfiscal year 2024 at this facility. When our Richland, Washington expansion is at full production in late fiscal year 2025, our total titanium melt capacity is expected to be 80% greater than our fiscal year 2022 titanium melt capacity.
Our specialty materials and most complex sizescomponents for defense applications include naval nuclear products, military jet engines, fixed wing and shapes currently being manufactured for aerospacerotorcraft products, and armor applications. We expect to increase our sales in government defense applications and our advanced manufacturing capabilities offer OEMs the freedom to design components with intricate geometries, cored passageways, cast-in features, and sculpted surfaces. in future years.
We continuously seek to develop and manufacture innovative new alloys to better serve the needs of the aerospace & defense markets, and defense market. For example, ATI 718Plus® nickel-based superalloy, Rene 65 near-powder superalloy, and our powderseveral of the alloys we produce have won significant share in the current and next-generation jet engines. ATI’s metallic powder technology delivers alloy compositions and refined microstructures that offer increased performance and longer useful lives in high-temperature aerospace environments, as well as improving theimproved efficiency of jet engines. Our metallic powder products deliver the most uniform grain structure achievable in near-net shapes. We continue to increase our production capacity for advanced metallic powders for use in next-generation aerospace products, including additive manufacturing applications. Our nickel-based powder alloy expansion in North Carolina was completed in 2017In fiscal year 2023, ATI announced that we are establishing a dedicated additive manufacturing and is expectedpost-processing facility outside Fort Lauderdale, Florida which will allow ATI to be commercially qualified in early 2018.tap into significant aerospace and defense demand for additively manufactured laser power bed fusion parts, serving both commercial and defense customers.
Energy. We recently announced plans for a titanium powder expansion to be located on the same site, as well as the Net Gen Alloys joint venture with GE Aviation to further develop a meltless titanium manufacturing process to be located on our existing Richburg, SC site.
Oil & Gas. The environments in which oil & gas can be found in commercial quantities have become more challenging, involving deep offshore wells, high pressure and high temperature conditions in sour wells and unconventional sources, such as shalealso serve energy markets, including specialty energy, oil & gas and oil sands. These challenging offshore environments are located further off the continental shelf, including locations in arctic and tropical waters, than previously-sourced locations. They are often more than one mile below the water’s surface, and up to two miles below the ocean floor. We enable our customer’s success in these applications by developing and producing specialty materials for equipment that can operate for up to 30 years in these difficult environments.downstream processing markets.
Both of our business segments produce specialty materials that are critical to the oil & gas industry. Our specialty materials, including nickel-based alloys, stainless and duplex alloys, and other specialty alloys, have the strength and corrosion-resistant properties necessary for these challenging operating conditions.
Our Datalloy2® and DatalloyHP™ specialty stainless materials are used for non-magnetic drill collar applications that enable advanced directional and horizontal drilling techniques. We have developed a family of duplex alloys, including ATI 2003® and ATI 2102®, for use in subsea and deepwater oil and gas applications. Several of our strip, plate and cast products meet NORSOK qualification standards, which are developed by the Norwegian petroleum industry and are intended to identify materials used in oil and gas applications that are safe and cost-effective.
Electrical Energy.Our specialty materials are widely used in the global electrical power generation and distribution industries. We believe clean energy needs, andexpanding environmental policies and the electrification of developing countries will continue to drive demand for our specialty materials and products for use in this industrythese industries over the long term.
For electrical power generation, our specialty materials, including corrosion-resistant alloys (CRAs), are used in coal, nuclear, and natural gas and other fuel source applications. In coal-fired plants, ourOur CRAs are used for pipe, tube, and heat exchanger applications in water systems and in addition to pollution control scrubbers. Our CRAs are also used in water systems, fuel cladding components, and process equipment for nuclear power plants. For nuclear power plants, we are an industry pioneer in producing nuclear reactor fuel cladding and structural components utilizing zirconium and hafnium alloys. We are a technology leader for large diameter components used in natural gas land-based turbines for power generation. ForOur alloys are also used for alternative energy generation, our alloys are used forin solar, fuel cell and geothermal applications.
Both of our business segments produce specialty materials that are critical to the oil & gas industry. The environments in which oil & gas can be found in commercial quantities have become more challenging, involving deep offshore wells, high pressure and high temperature conditions in sour wells and unconventional sources. These challenging offshore environments are located further off the continental shelf, including locations in arctic and tropical waters where drilling is more difficult than previously-sourced locations. Our specialty materials, including nickel-based alloys, duplex alloys and other specialty alloys, have the strength and corrosion-resistant properties necessary to meet these challenging operating conditions. We enable our customers’ success in these applications by developing and producing specialty materials for equipment that can operate for up to 30 years in these harsh environments.
Medical. ATI’s advanced specialty materials are used in medical device products that enhance the quality of people’s lives around the world.
Manufacturers of magnetic resonance imaging (MRI) devices rely on our niobium superconducting wire to help produce electromagnetic fields that allow physicians to safely scan the body’s soft tissue. We have a joint technology development agreement with Bruker Energy & Supercon Technologies to advance state-of-the-art niobium-based superconductors, including those used in MRI magnets for the medical industry, and preclinical MRI magnets used in the life-science tools industry.
Our specialty alloys also are used for replacement knees, hips and other prosthetic devices. The use of our alloys in these replacement devices offeroffers the potential offor longer product lifespans versus previous implant generations.
Our biocompatible nickel-titanium (nitinol) shape memory alloy is used for stents to support collapsed or clogged blood vessels. Reduced in diameter for insertion, these stents expand post-implant to the original tube-like shape due to the metal’s superelasticity. In addition, our ultra fine diameter (0.002 inch/0.051 mm) titanium wire is used for screens to prevent blood clots from entering critical areas of the body. We have recently announced our strategic partnership with Confluent Medical
Technologies (Confluent) whereby Confluent will provide a $50 million investment in our capacity expansion to produce nitinol. As a result of this expansion, we expect to more than triple our production of this life saving alloy by fiscal year 2027.
Electronics. ATI’s materials perform a variety of important roles in the growing consumer electronics market. Nickel alloys and Precision Rolled Strip® (PRS) from Specialty Rolled Products (SRP) and our Asian PRS joint venture support computers and smart phones. The magnetic resonance imaging (MRI) devices rely on our niobium superconducting wire to help produce electromagnetic fields that allow physicians to safely scan the body’s soft tissue.
Automotive. For automobiles, ATI specialty materialsproperties of nickel alloys are used for powertrainin relay cores, magnets and structural parts, exhaust systems and emission control parts, gaskets, air bag inflator housings, windshield wipers and blades, fuel systems, fasteners, hose clamps, gaskets and other components. Stainless steelmagnetic shielding, while their thermal expansion is also used on exterior trim for its bright appearance and for internal components for its corrosion resistance.
ATI’s advanced nickel-based alloys and specialty alloysuseful in flat-rolled products are used primarily in engine and exhaust applications for the automotive market. We expect global demand to grow for our high-value precision and engineered strip for automotiveglass-to-metal sealing applications such as gaskets, hose clamps,monitors. PRS is selected for electronics and turbo chargers. Our Hot-Rollingcommunications applications based on corrosion resistance, strength, wear resistance, electrical resistivity or thermal expansion.
In addition, metal precursors – which use chemicals produced by ATI, such as hafnium – have a variety of important applications in consumer and Processing Facility (HRPF) provides the capability to produce high-value alloys in wider and longer product forms. As automotive engine operating temperatures rise due to the increasing use of turbochargers to improve fuel efficiency, we believe our expertise in heat-resistant aerospace alloys will enable us to expand our share of this market, improving our high-value product mix. industrial electronics.
Business Segments
Our two business segments accounted for the following percentages of total revenues of $3.53$4.17 billion, $3.13$3.84 billion, and $3.72$2.80 billion for the fiscal years ended December 31, 2017, 2016,2023, January 1, 2023, and 2015,January 2, 2022, respectively.
| | | | | 2017 | | 2016 | | 2015 |
| | Fiscal Year Ended | | | | Fiscal Year Ended |
| | December 31, 2023 | | | | December 31, 2023 | | January 1, 2023 | | January 2, 2022 |
| High Performance Materials & Components | | 59 | % | | 62 | % | | 53 | % | High Performance Materials & Components | | 51 | % | | 43 | % | | 41 | % |
| Flat Rolled Products | | 41 | % | | 38 | % | | 47 | % |
| Advanced Alloys & Solutions | | Advanced Alloys & Solutions | | 49 | % | | 57 | % | | 59 | % |
Information with respect to our business segments is presented below and in Note 1518 of the notes to the consolidated financial statements.
High Performance Materials & Components Segment
Our HPMC segment produces converts and distributes a wide range of high performance specialty materials, parts and components for several major end markets, including the aerospace & defense, (jet enginesmedical, and airframes), oil & gas, electrical energy and medical. 76%markets, with 85% of the HPMC segment’s 2017fiscal year 2023 revenues were derived from the aerospace & defense market.markets. Demand for our products is driven primarily by the commercial aerospace cycle. Large aircraft and jet engines are manufactured by a small number of companies, such as The Boeing Company, Airbus S.A.S. (an Airbus Group company), including the former operations of Bombardier Aerospace, (a division of Bombardier Inc.), and Embraer (Empresa Brasileira de Aeronáutica S.A.) for airframes, andairframes. GE AviationAerospace (a division of General Electric Company), Rolls-Royce plc, Pratt & Whitney (a division of UnitedRaytheon Technologies Corporation), Snecma (SAFRAN Group), and various joint ventures that manufacture jet engines. These companies, and their suppliers, form a substantial part of our customer base in this business segment. We have long-term agreements (LTAs) in place with most major aerospace market OEMs. The loss of one or more of our customers in the aerospace &or defense marketmarkets could have a material adverse effect on ATI’s results of operations and financial condition. In 2017, we signed strategic long-term agreements that are expected to drive HPMC’s growth trajectory for the next several years, including one with Pratt & Whitney to supply isothermally forged components and metallic powders for use in their next-generation jet engines.condition (see Item 1A. Risk Factors).
Our high performanceWithin this segment, our products are manufactured from a wide range of high performanceadvanced materials and components, and advancedincluding metallic powder alloys, made from nickel-based alloys and superalloys, titanium and titanium-based alloys, nickel-based alloys and superalloys, and a variety of other specialty metals.materials. These materials are made ininto a variety of product forms that include precision forgings, castings, machined parts and others. We are integrated across these alloy systems in melt, forging, finishing, investment casting,testing and machining processes. Most of the products in this segment are sold directly to end-use customers, and a significantsubstantial portion of our HPMC segment products are sold under multi-year agreements.
Principal competitors in the HPMC segment include: Berkshire Hathaway Inc., for nickel-based alloys and superalloys and specialty steel alloys, titanium and titanium-based alloys, and precision forgings and investment castings through its acquisitionownership of Precision Castparts Corporation and subsidiaries; ArconicHowmet Aerospace Inc., for titanium and titanium-based alloys and precision forgings through its acquisitions of RTI International Metals, Inc. and Firth Rixson;alloys; Carpenter Technology Corporation for legacy nickel-based alloys and superalloys and specialty steel alloys; VSMPO-AVISMA for titanium and titanium-based alloys; and Aubert & Duval for precision forgings.
Flat Rolled ProductsAdvanced Alloys & Solutions Segment
Our FRPAA&S segment produces converts and distributes stainless steel, nickel-based alloys, specialty alloys, and titanium and titanium-based alloys, and specialty alloys in a variety of product forms including plate, sheet, engineered strip, and Precision Rolled Strip®PRS products. The major end markets for our flat-rolledflat rolled products are oil & gas, automotive,energy, aerospace & defense, food processing equipmentautomotive, and appliances, construction & mining, electronics communication equipment and computers.markets. The operations in this segment include ATI Flat Rolled Productsour SRP business, our Specialty Alloys & Components business and the Chinese joint venture company known as Shanghai STAL Precision Stainless Steel Company Limited (STAL), PRS joint venture in China, in which we hold a 60% interest. Segment results also include our 50% interest in the Uniti industrial titanium joint venture known asand our 50% interest in the A&T Stainless joint venture. On March 9, 2022, we announced the termination of Uniti, LLC.and this joint venture is expected to be fully dissolved in the first quarter of fiscal year 2024.
Stainless steel, nickel-based
Nickel-based alloys, titanium, and titaniumstainless sheet products are used in a wide variety of industrial and consumer applications. In 2017,fiscal year 2023, approximately 65%25% of our stainless sheet products by volume were sold to independent service centers, which have slitting, cutting or other processing facilities, with the remainder sold directly to end-use customers.
Engineered stripNickel-based alloy, titanium, and Precision Rolled Stripspecialty alloy plate products are primarily used in aerospace & defense, and corrosion and industrial markets. In fiscal year 2023, approximately 40% of our plate products by volume were sold to independent service centers, with the remainder sold directly to end-use customers.
PRS products, which are under 0.015 inches thick, are used by customers to fabricate a variety of products primarily in the automotive construction, and electronics markets. In 2017,fiscal year 2023, approximately 90% of these products by volume were sold directly to end-use customers or through our own distribution network, with the remainder sold to independent service centers.
Stainless steel, nickel-based alloy and titanium plate products are primarily used in aerospace, defense, and corrosion and industrial markets. In 2017, approximately one-half of our plate products by volume were sold to independent service centers, with the remainder sold directly to end-use customers.
Competition in the Flat Rolled Products segment includes domestic stainless steel competitors North American Stainless, Outokumpu Stainless USA, LLC, and AK Steel Corporation, as well as imports from numerous foreign producers, including Aperam, based in Europe. Competitors for nickel-based alloys and superalloys and specialty steel alloys include Haynes International and VDM Metals GmbH.
In 2017, we took important steps toward improving the capacity utilizationGmbH, a subsidiary of our HRPF, most notably with the announced Allegheny & Tsingshan Stainless joint venture to manufacture 60” wide stainless sheet, which is expected to be formed during the first quarter of 2018.
Significant global overcapacity for stainless steel flat-rolled products has intensified the price competition in this segment over the last several years. Some of our foreign competitors are either directly or indirectly subsidized by governments. In 1999, the United States imposed anti-dumping and countervailing duties on unfairly low-priced and subsidized imports of stainless steel sheet and strip in coils and stainless steel plate in coils from companies in ten foreign countries. The anti-dumping and countervailing duty orders were reviewed in 2011 by the U.S. Department of Commerce and the U.S. International Trade Commission to determine whether the orders should remain in place for another five years. The agencies decided that eight such orders against five countries would continue in effect. In July 2016, the U.S. Department of Commerce and the U.S. International Trade Commission initiated a third review of the eight orders. The four orders covering imports of stainless steel plate in coils from three countries were continued for an additional five years in December 2016. In October 2017, the U.S. Department of Commerce published a notice continuing for an additional five years for orders covering imports of stainless steel sheet and strip in coils from three countries.
Additionally, in February 2016, ATI and the three domestic stainless steel competitors filed antidumping and countervailing duty petitions concurrently with the U.S. Department of Commerce and the U.S International Trade Commission, charging that unfairly traded imports of stainless steel sheet and strip from the People’s Republic of China are causing material injury to the domestic stainless steel industry. In February 2017, the U.S. Department of Commerce issued its final determinations, calculating antidumping duties ranging from 64% and 77% percent and countervailing duties ranging from 76% and 191%. These duties are generally applied in combination. The U.S. International Trade Commission reached a unanimous affirmative determination in early March 2017. The antidumping duties and subsidy margins are expected to act as a significant deterrent to the illegal dumping of Chinese government-subsidized imports of stainless steel sheet and strip into the U.S. market. We continue to monitor imports from foreign producers for appropriate action.
Acerinox S.A.
Raw Materials and Supplies
Substantially all raw materials and supplies required in the manufacture of our products are available from more than one supplier, and the sources and availability of raw materials essential to our businesses are currently adequate. The principal raw materials we use in the production of our specialty materials are scrap (including iron-, nickel-, chromium-, titanium-, and molybdenum-bearing scrap), nickel, titanium sponge, zirconium sand and sponge, ferrochromium, ferrosilicon, molybdenum and molybdenum alloys, manganese and manganese alloys, cobalt, niobium, vanadium and other alloying materials.
Purchase prices of certain principal raw materials have been volatile. As a result, our operating results may be subject to significant fluctuation, particularly in the Flat Rolled Products segment. We use raw material surcharge and index mechanisms to offset the impact of changes in raw material costs; however, competitive factors in the marketplace may limit our ability to institute such mechanisms. There can be a delay between the change in the price of raw materials and the impact of such mechanisms. For example, in 2017 we used approximately 100 million pounds of nickel; therefore a hypothetical change of a $1.00 per pound increase in nickel prices would result in increased costs of approximately $100 million. We also used approximately 400 million pounds of ferrous scrap in the production of our flat-rolled products; a hypothetical change of a $0.01 per pound increase would result in increased costs of approximately $4 million. While we enter into raw materials futures contracts from time-to-timetime to time to hedge exposure to price fluctuations, such as for nickel, we cannot be certain that our hedge position adequately reduces exposure. We believe that we have adequate controls to monitor these contracts, but we may not be able to accurately assess exposure to price volatility in the markets for critical raw materials.
In 2016, we indefinitely idled our Rowley, UT titanium sponge production facility. Over the last several years, significant global capacity has been added to produce titanium sponge, which is a key raw material used to produce ATI’s titanium products. In addition, demand for industrial-grade titanium products from global markets continues to be weak. As a result of these factors, titanium sponge, including aerospace quality sponge, can be purchased from qualified global producers under long-term supply agreements at prices below ATI’s production costs at its Rowley, UT facility. ATI has entered into long-term cost competitive supply agreements with several producers of premium-grade and standard-grade titanium sponge. The lower cost titanium sponge purchased under these supply agreements replaces the titanium sponge produced at the Rowley facility.
OtherSome raw materials, such as nickel, cobalt, and ferrochromium, are available to us and our specialty materials industry competitors primarily from foreign sources. Some of these foreign sources are located in countries that may be subject to unstable political and economic conditions, which could disrupt supplies or affect the price of these materials.
We purchase our nickel requirements principally from producers in Australia, Canada, Norway, Russia, and the Dominican Republic. ZirconiumWe purchase zirconium raw materials are primarily purchaseddomestically and also from the United States andproducers in China. Cobalt is purchased primarily from producers in Canada. More than 80% of the world’s reserves of ferrochromium are located in South Africa, Zimbabwe, Albania, and Kazakhstan. Niobium is purchased principally from producers in Brazil, and our titanium sponge comes from sources in KazakhstanJapan and Japan.Kazakhstan.
Certain key supplies used in melting and other processing operations, such as graphite electrodes and industrial gases including helium and argon, are from time-to-time limited in availability and may be subject to significant price inflation. We enter into long-term supply contracts where possible to ensure an adequate supply of these products. However, overall industry shortages may impact our operations and scheduling.
Export Sales and Foreign Operations
International sales representedrepresent approximately 41%46% of our total annual sales, in 2017 and 2016, and 42% of our total sales in 2015. These figures includewith direct export sales by our U.S.-based operations to customers in foreign countries which accountedaccounting for approximately 31%36% of our total sales in 2017 and 2016, and 33% of our total sales in 2015.sales. Our overseas sales, marketing and distribution efforts are aided by our international marketing and distribution offices, ATI Europe, ATI Europe Distribution, and ATI Asia,team or by independent representatives at various locations throughout the world. We believe that at least 50% of ATI’s 2017fiscal year 2023 sales were driven by global markets when we consider exports of our customers. Sales by geographic area in 2017, and as a percentage of total sales, were as follows:
|
| | | | | | | |
| (In millions) | | | | |
| United States | | $ | 2,070.6 |
| | 59 | % |
| Europe | | 767.9 |
| | 21 | % |
| Asia | | 457.8 |
| | 13 | % |
| Canada | | 99.8 |
| | 3 | % |
| South America, Middle East and other | | 129.0 |
| | 4 | % |
| Total sales | | $ | 3,525.1 |
| | 100 | % |
Our HPMC segment has manufacturing capabilities for melting, remelting, forging and finishing nickel-based alloys and specialty alloys in the United Kingdom, and manufacturing capabilities for precision forging and machining in Poland, primarily serving the aerospace, construction & mining and transportation markets. In fiscal year 2022, the Company completed the sale of its Sheffield, UK operations, which included facilities for melting and re-melting, machining and bar mill operations, and was part of the HPMC segment. Within our FRPAA&S segment, our STAL joint venture in the People’s Republic of China produces Precision Rolled Stripmakes PRS products, which enables us to offer these products
more effectively to markets in China and other Asian countries. Our Uniti LLC joint venture allows us to offer titanium products to global industrial markets more effectively.
Backlog, Seasonality and Cyclicality
Our backlog of confirmed orders was approximately $2.1$3.8 billion at December 31, 20172023 and $1.7$2.9 billion at December 31, 2016.January 1, 2023. We expect that approximately 90%70% of confirmed orders on hand at December 31, 20172023 will be filled during thefiscal year ending December 31, 2018.2024. Our HPMC’s segmentHPMC segment’s backlog of confirmed orders was approximately $1.9$3.0 billion at December 31, 20172023 and $1.6$2.3 billion at December 31, 2016.January 1, 2023. We expect that approximately 90%65% of the confirmed orders on hand at December 31, 20172023 for this segment will be filled during thefiscal year ending December 31, 2018.2024. Our FRP’s segmentAA&S segment’s backlog of confirmed orders was approximately $0.2$0.8 billion at December 31, 20172023 and $0.1$0.6 billion at December 31, 2016.January 1, 2023. We expect that all ofapproximately 80% the confirmed orders on hand at December 31, 20172023 for this segment will be filled during thefiscal year ending December 31, 2018.2024.
Generally, our sales and operations are not seasonal. However, demand
Demand for our products is cyclical over longer periods because specialty materials customers operate in cyclical industries and are subject to changes in general economic conditions and other factors both external and internal to those industries. Historically, the HPMC segment typically has experienced modest seasonal weakness in the third quarter of each fiscal year due to many European customers, particularly in the aerospace supply chain, taking plant outages during this summer period. ATI also typically performs corresponding annual preventative maintenance outages at several facilities during this same period.
Research, Development and Technical Services
We believe that our research and development capabilities give ATI an advantage in developing new products and manufacturing processes that contribute to the long-term profitable growth potential of our businesses. We conduct research and development at our various operating locations both for our own account and, on a limited basis, for customers on a contract basis. Research and development expenditures for the fiscal years ended December 31, 2017, 2016,2023, January 1, 2023, and 2015January 2, 2022 included the following:
| | | | Fiscal Year Ended | | | | Fiscal Year Ended |
| (In millions) | | 2017 | | 2016 | | 2015 | (In millions) | | December 31, 2023 | | January 1, 2023 | | January 2, 2022 |
| Company-Funded: | | | | | | |
| High Performance Materials & Components | | $ | 9.3 |
| | $ | 10.9 |
| | $ | 10.0 |
|
| Flat Rolled Products | | 2.7 |
| | 3.6 |
| | 4.0 |
|
| High Performance Materials & Components | |
| High Performance Materials & Components | |
| Advanced Alloys & Solutions | |
| Corporate | | 1.3 |
| | 0.2 |
| | 0.2 |
|
| | | 13.3 |
| | 14.7 |
| | 14.2 |
|
| | 20.7 | |
| Customer-Funded: | | | | | | |
| High Performance Materials & Components | | 1.4 |
| | 2.2 |
| | 1.5 |
|
| High Performance Materials & Components | |
| High Performance Materials & Components | |
| Total Research and Development | | $ | 14.7 |
| | $ | 16.9 |
| | $ | 15.7 |
|
Our research, development and technical service activities are closely interrelated and are directed toward development of new products, improvement of existing products, cost reduction, process improvement and control, quality assurance and control, development of new manufacturing methods, and improvement of existing manufacturing methods. The increased activity in fiscal year 2023 was largely related to materials and manufacturing methods for products supporting the aerospace & defense markets.
We own hundreds of United States patents, many of which are also filed under the patent laws of other nations. Although these patents, as well as our numerous trademarks, technical information, license agreements, and other intellectual property, have been and are expected to be of value, we believe that the loss of any single such item or technically related group of such items would not materially affect the conduct of our business.
Environmental, Health and Safety Matters
We are subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants and disposal of wastes, and which may require that we investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. We could incur substantial cleanup costs, fines, civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or non-compliance with environmental permits required at our facilities. We are currently involved in the investigation and remediation of a number of our current and former sites as well as third party sites.
We consider environmental compliance to be an integral part of our operations. We have a comprehensive environmental management and reporting program that focuses on compliance with applicable federal, state, regional and local environmental laws and regulations. Each operating company has an environmental management system that includes mechanisms for regularly evaluating environmental compliance and managing changes in business operations while assessing environmental impact.
Safety is one of our core values. We strive for a zero injury culture committed to the safety of our people, our products, and the communities in which we operate. Our Corporate Guidelines for Business Conduct and Ethics address compliance with environmental laws as well as employment and workplace safety laws, and also describe our commitment to equal opportunity and fair treatment of employees. We continued to focus on safety across ATI’s operations during 2017. Our 2017fiscal year 2023 OSHA Total Recordable Incident Rate was 2.361.08 per 200,000 hours and our Lost Time Case Rate was 0.54,0.27 per 200,000 hours, which we believe to be competitive with world-class performance for our industry. Nearly all of our domestic employees are reporting to an ATI facility that has achieved its OSHAS 45001 certification. We expect that the balance of our operations will be OSHAS 45001 certified by fiscal year 2025.
Employees
Human Capital Management
We havebelieve that our people and culture are a competitive differentiator. Attracting, developing, and retaining purpose and performance-driven leaders building teams with diverse, empowered and fulfilled employees who want to stay and grow with the company is foundational to our vision. As of December 31, 2023, we employed approximately 8,600 full-time7,300 active employees, 15% of which approximately 15%whom are located outside the United States. States across 15 countries.
Our Culture: At the center of our commitment to excellence are our values, which drive how we succeed: Accountability, Integrity, Innovation, Safety & Sustainability, and Teamwork & Respect.
We continuously strive to cultivate and support a highly engaged and productive workforce. We actively seek opportunities for listening and communication by our CEO and other senior executive leaders with our employees. Annually, we conduct a confidential company-wide engagement survey that offers our employees the ability to provide feedback and valuable insight to identify opportunities for improvement and support employee engagement and our overall human capital strategy.
Governance: Our Corporate Guidelines for Business Conduct and Ethics establishes the baseline requirements of our integrity and compliance program and promotes an environment where everyone is treated ethically and with respect. It outlines our pledge to recognize the dignity of each individual, respect each employee, provide compensation and benefits that are competitive, promote self-development through training, and value diversity of perspectives and ideas. Employees complete Business Conduct and Ethics training and, where permitted by law, must also certify each year that they will comply with the Code.
Talent Acquisition and Management:Our performance and development process is integrated in the ATI business strategy, and is a key component to recruiting, hiring, and developing top-performing talent. Our hiring practices include a goal that 80% of position candidate slates include a minimum of 30% diverse candidates. Further, we partner with top academic institutions and external professional organizations to enhance the diversity of our workforce to attract and retain top talent.
We maintain a formal talent review process to work in connection with performance management for systematic career development and succession planning at both the individual employee and organizational levels.
Learning and Development:Developing talent and leaders at all levels of the organization is critical to our long-term success. We have early career, technical, leadership and management development programs as well as broad learning opportunities for our employees to support their career growth and advance their skills. We focus on building inclusive teams through training that reinforces our values and ensure our development programs have diverse representation.
Inclusion and Diversity: Our long tradition of innovation and operational excellence demands the contributions of leaders and team members with a wide array of characteristics, backgrounds, experiences, knowledge, and skills. We believe our business success is intricately tied to cultivating a culture in which all members of our workforce are included and empowered to do their best work.
We recognize the benefits and importance of diversity amongst our board and management. Women comprise 30% of our Board, and 20% of our Directors are racially diverse. More than 40% of the members of our Executive Council are women or minorities.
Compensation and Benefits:We provide market-based competitive compensation through our salary, annual incentive and long-term incentive programs and robust benefits packages that promote the well-being of our employees across all aspects of their lives.Eligible employees are compensated for their contributions to achievement of our goals with both short-term cash incentives and long-term equity-based incentives. We believe the structure of our compensation packages provides the appropriate incentives to attract, retain, and motivate our employees.
Our well-being focus addresses physical, mental, financial, and individual needs, providing benefits and resources to help employees and their families be their best, both personally and professionally. We implemented several campaigns to promote well-being and help provide visibility to resources and available benefits. We offer Employee Assistance Programs with therapy sessions to employees and family members, comprehensive mental health benefits to those enrolled in the U.S. medical plan, virtual mental health options and navigation tools to improve access and speed of care, and preventive/mental health resilience programs.
The Compensation and Leadership Development Committee of our Board is responsible for establishing and administering the policies governing annual compensation and long-term compensation to ensure the policies are designed to align compensation with our overall business strategy and performance to link to the interests of our stockholders. Further, the Committee oversees the Company’s human capital management policies and procedures, including its workforce and professional development and diversity and inclusion initiatives.
Labor Relations and Collective Bargaining:Approximately 40%35% of our workforce is covered by various collective bargaining agreements (CBAs), predominantly with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied & Industrial Service Workers International Union, AFL-CIO, CLC (USW). CBA’s with the USW that cover approximately 600 employees expired in 2017, and operations continue at these facilities while negotiations with the USW are ongoing. In addition, theThe Company has no significant CBAs with approximately 300 full-time employees that expire in 2018.fiscal year 2024.
Available Information
Our Internet website address is www.atimetals.com.www.atimaterials.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as proxy and information statements and other information that we file, are available free of charge through our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the United States Securities and Exchange Commission (“SEC”). Our Internet website and the content contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K. You may read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website at www.sec.gov, which also contains reports, proxy and information statements and other information that we file electronically with the SEC. We routinely post important information on our website, www.atimaterials.com, in the “Investors” section. We also may use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.
Item 1A. Risk Factors
There are inherent risks and uncertainties associated with our business that could adversely affect our operating performance and financial condition. Set forth below are descriptions of those risks and uncertainties that we currently believe to be material, but the risks and uncertainties described are not the only risks and uncertainties that could affect our business. See the discussion under “Forward-Looking Statements” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report on Form 10-K.
RISKS RELATED TO CYCLICAL NATURE OF OUR BUSINESS
Cyclical Demand for Products. The cyclical nature of the industries in which our customers operate causes demand for our products to be cyclical, creating potential uncertainty regarding future profitability. Various changes in general economic conditions may affect the industries in which our customers operate. These changes could include decreases in the rate of consumption or use of our customers’ products due to economic downturns. Other factors that may cause fluctuation in our customers’ positions are changes in market demand, lower overall pricing due to domestic and international overcapacity, currency fluctuations, lower priced imports and increases in use or decreases in prices of substitute materials. As a result of these factors, our profitability has been and may in the future be subject to significant fluctuation.
Risks Associated with the Commercial Aerospace Industry. A significant portion of theour sales of our HPMC segment representsrepresent products sold to customers in the commercial aerospace industry. Fulfilling contractual arrangements to provide various products to customers in this industry often involves meeting highly exacting performance requirements and product specifications, and our failure to meet those requirements and specifications on a timely and cost efficientcost-efficient basis could have a material adverse effect on our results of operations, business and financial condition. The commercial aerospace industry has historically been cyclical due to factors both external and internal to the airline industry. These factors include general economic conditions, airline profitability, consumer demand for air travel, varying fuel and labor costs, execution ofchanges in projected build rates, price competition, and international and domestic political conditions such as military conflict and the threat of terrorism. The length and degree of cyclical fluctuation are influenced by these factors and therefore are difficult to predict with certainty. Demand for our products particularly those produced in our HPMC segment, is subject to these cyclical trends. Although the commercial aerospace industry is currently experiencing a period of production expansion related to the introduction of next-generation enginesCyclical and aircraft, we cannot provide any assurance as to the ultimate magnitude or duration of this trend or its impact on our business. A downturnevent-driven downturns in the commercial aerospace industry hashave had, and may in the future have, an adverse effect on the prices at which we are able to sell our products, and our results of operations, business and financial condition could be materially adversely affected.
Risks Associated with Cyclicality in General Industrial Markets. Our exposure to general industrial markets is primarily in our AA&S segment, where we have sales to the Oiloil & Gas Industry. The oil and gas industry, which historically has been a significant end market for both our HPMCautomotive, food equipment & appliances and FRP segments, isconstruction and mining markets. These markets tend to be highly cyclical and subject to volatility as a result of fluctuations in worldwide economic activity and associated demand, for oil and natural gas, anticipated future prices for oil and natural gas, fluctuation in the level of drilling activity, changes in applicable regulation, global geopolitical conditions and numerous other factors. Demand for our products, are likewiseparticularly within the AA&S segment, is subject to these trends. Intrends, and in recent years, our business has at times been negatively impacted by the downturn and slow recovery in the oil and gas industry. While we believe that conditions in this end market are improving, and we are beginning to see positive impacts on our business as a result, wedepressed demand from general industrial markets. We expect that itthese end markets will remain a highly cyclical industry, and future downturns could have an adverse effect on the prices at which we are able to sell our products, and our results of operations, business and financial condition could be materially adversely affected.
Volatility of Raw Material Costs. Most of our inventory is valued utilizing the last-in, first-out (LIFO) costing methodology. Inventory of our non-U.S. operations is valued using average cost or first-in, first-out (FIFO) methods. Under the LIFO inventory valuation method, changes in the cost of raw materials and production activities are recognized in cost of sales in the current period even though these material and other costs may have been incurred at significantly different values due to the length of time of our production cycle. In a period of rising prices, cost of sales expense recognized under LIFO is generally higher than the cash costs incurred to acquire the inventory sold. Conversely, in a period of declining raw material prices, cost of sales recognized under LIFO is generally lower than cash costs incurred to acquire the inventory sold. Generally, over time based on overall inflationary trends in raw materials, labor and overhead costs, the use of the LIFO inventory valuation method will result in a LIFO inventory valuation reserve, as the higher current period costs are included in cost of sales and the balance sheet carrying value of inventory is reduced.
The prices for many of the raw materials we use have been extremely volatile during the past several years. Since we value most of our inventory utilizing the LIFO inventory costing methodology, a fall in raw material costs results in a benefit to operating results by reducing cost of sales and increasing the inventory carrying value, while conversely, a rise in raw material costs has a negative effect on our operating results by increasing cost of sales while lowering the carrying value of inventory.
Due primarily to persistent raw material deflation in prior years, we are in an unusual situation of having a LIFO inventory balance that exceeds replacement cost. In cases where inventory at FIFO cost is lower than the LIFO carrying value, a write-down of the inventory to market may be required, subject to a lower of cost or market evaluation. In applying the lower of cost or market principle, market means current replacement cost, subject to a ceiling (market value shall not exceed net realizable value) and a floor (market shall not be less than net realizable value reduced by an allowance for a normal profit margin). We evaluate product lines on a quarterly basis to identify inventory values that exceed estimated net realizable value. The calculation of a resulting reserve, if any, is recognized as an expense in the period that the need for the reserve is identified.
Due to the long lead times required to manufacture many of our products, volatility in raw material prices exposes us to cash costs that may not be fully recovered through surcharge and index pricing mechanisms.
Product Pricing. From time-to-time, reduced demand, intense competition, and excess manufacturing capacity have resulted in reduced prices, excluding raw material surcharges, for many of our products. These factors have had and may have an adverse impact on our revenues, operating results, and financial condition.
Although Recently, due to inflationary trends, in recent years have been moderate, during most of the same period, certain critical raw material costs, such as nickel, hafnium, titanium sponge, cobalt, chromium, and molybdenum and scrap containing iron, nickel, titanium, chromium, and molybdenum have been volatile. While we have been able to mitigate some of the adverse impact of volatile raw material costs through various means, including raw material surcharges or indices to customers, rapid changes in raw material costs causescause volatility in, and may adversely affect, our results of operations.
We change prices on certain of our products from time-to-time. TheOur ability to implement price increases is dependent on market conditions, economic factors, raw material costs and availability, competitive factors, operating costs and other factors, some of which are beyond our control. TheAs such, we may be unable to implement price increases to the degree or within the time frame necessary to fully mitigate the impact of inflationary trends or at all, and the benefits of any price increases may be delayed due to long manufacturing lead times and the terms of existing contracts.
Goodwill or Long-Lived Asset Impairments. Risks Associated with Key Customers. We have various long-lived assets thatlong-term contracts with certain of our customers, some of which are subject to impairment testing. We review the recoverability of goodwill annually,renewal, renegotiation, or more frequently whenever significant eventsre-pricing at periodic intervals or upon changes in circumstances indicate thatcompetitive supply conditions. Our failure to successfully renew, renegotiate or favorably re-price such agreements, or a material deterioration in or termination of these or other key customer relationships, could result in a reduction or loss in customer purchase revenue. Additionally, a significant downturn or deterioration in the recorded goodwillbusiness or financial condition or loss of a reporting unitkey customer could negatively impact our business. Our customers may be below that reporting unit’s fair value. Our businesses operate in highly cyclical industries, such as commercial aerospace and oil & gas, and as such, our estimates of future cash flows, market demand,change their business strategies or modify their business relationships with us, including to reduce the cost of capital, and forecasted growth rates and other factors may fluctuate, which may lead to changes in estimated fair value and, therefore, impairment charges in future periods. For the 2017 annual goodwill impairment evaluation, bothamount of our reporting units with goodwill had fair values that were significantly in excessproducts they purchase or to switch to alternative suppliers, as a result of carrying value. Additionally, we have a significant amount of property, plant and equipment and acquired intangible assets that may be subject to impairment testing, depending on factors such as market conditions, the demand for our products, and facility utilization levels. Any
determination requiring the impairment of a significant portion of goodwill or other long-lived assets has had, and may in the future have, a negative impact onwhich our financial condition and results of operations.
Risks Associated with Strategic Capital Projects. From time-to-time, we undertake strategic capital projects in order to enhance, expand and/or upgrade our facilities and operational capabilities. For instance, over the last several years we have undertaken major expansions of our titanium and premium-melt nickel-based alloy, superalloy and specialty alloy production capabilities, and finished product commissioning of a new advanced hot-rolling and processing facility. Our ability to achieve the anticipated increased revenues or otherwise realize acceptable returns on these investments or other strategic capital projects that we may undertake is subject to a number of risks, many of which are beyond our control, including a variety of market, operational, permitting, and labor-related factors. In addition, the cost to implement any given strategic capital project ultimately may prove to be greater than originally anticipated. If we are not able to achieve the anticipated results from the implementation of any of our strategic capital projects, or if we incur unanticipated implementation costs or delays, our results of operations and financial position may be materially adversely affected.
RISKS RELATED TO THE RAW MATERIALS AND SUPPLIES THAT WE USE
Dependence on Critical Raw Materials Subject to Price and Availability Fluctuations.Fluctuations. We rely to a substantial extent on third parties to supply certain raw materials that are critical to the manufacture of our products. Purchase prices and availability of these critical raw materialsitems are subject to volatility.volatility, and in some cases, we have supply arrangements with only a limited number of suppliers for a given material. At any given time, we may be unable to obtain an adequate supply of these critical raw materials on a timely basis, on price and other terms acceptable to us, or at all.
If suppliers increase the price of critical raw materials, we may not have alternative sources of supply. In addition, to the extent that we have quoted prices to customers and accepted customer orders for products prior to purchasing necessary raw materials, or have existing contracts, we may be unable to raise the price of products to cover all or part of the increased cost of the raw materials. The prices for many of the raw materials we use have been volatile during the past several years. Due to the long lead times required to manufacture many of our products, volatility in raw material prices exposes us to cash costs that may not be fully recovered through surcharge and index pricing mechanisms.
The manufacture of some of our products is a complex process and requires long lead times. As a result, we may experience delays or shortages in the supply of raw materials. In particular, we acquire certain important raw materials that we use to produce specialty materials, including nickel, zirconium, niobium, chromium, cobalt, vanadium and titanium sponge, from foreign sources. Some of these sources operate in countries that may be subject to unstable political and economic conditions. These or similar conditions may disrupt supplies or affect the prices of the materials that are necessary to our operations. If unable to obtain adequate and timely deliveries of required raw materials, we may be unable to timely manufacture sufficient quantities of products. This could cause us to lose sales, incur additional costs, delay new product introductions, or suffer harm to our reputation.
We acquire certain important raw materials that we useThe ongoing conflict between Russia and Ukraine may adversely affect our business and results of operations.
Since February 2022, Russia and Ukraine have been engaged in active armed conflict. The length, impact, and outcome of the ongoing conflict and its potential impact on our business is highly volatile and difficult to produce specialty materials,predict. It has and could continue to cause significant market and other disruptions, including nickel, zirconium, niobium, chromium, cobalt,significant volatility in commodity prices and titanium sponge, from foreign sources. Somesupply of these sources operateenergy resources, instability in countries that may be subject to unstablefinancial markets, supply chain interruptions, political and economic conditions.social instability, trade disputes or trade barriers, changes in consumer or purchaser preferences, and increases in cyberattacks and espionage.
Governments in the European Union, the United States, the United Kingdom and other countries have enacted sanctions against Russia and Russian interests. These sanctions include controls on the export, re-export, and in-country transfer in Russia of certain goods, supplies, and technologies, and the imposition of restrictions on doing business with certain state-owned Russian customers and other investments and business activities in Russia. In early March 2022, we announced plans to terminate our Uniti, LLC joint venture with Russian-based VSMPO-AVISMA (Verkhnaya Salda Metallurgical Production Association - Berezniki Titanium-Magnesium Works), the purpose of which was to market and sell a range of commercially pure titanium products. However, conditions in Ukraine and/or existing or future sanctions may disrupt supplies or affect the prices of materials that are necessary to our operations. If unable to obtain adequate and timely deliveries of required raw materials, we
may be unable to timely manufacture sufficient quantities of products. This could cause us to lose sales, incur additional costs, delay new product introductions, or suffer harm to our reputation.
Further, the broader consequences of the current conflict between Russia and Ukraine may also have the effect of heightening many other risks disclosed in our public filings, any of which could materially and adversely affect our business and results of operations. Such risks include, but are not limited to, adverse effects on global macroeconomic conditions; increased volatility in the price and demand of oil, natural gas and other commodities, increased exposure to cyberattacks; disruptions in global supply chains; and exposure to foreign currency fluctuations and potential constraints or disruption in the capital markets and our sources of liquidity.
Dependence on Critical Supplies Subject to Price and Availability Fluctuations. We rely on third parties for certain supplies, such as graphite electrodes and industrial gases including helium and argon that are critical to the manufacture of our products. Purchase prices and availability of these materials.critical items are subject to volatility. At any given time, we may be unable to obtain an adequate supply of these critical supplies on a timely basis, on price and other terms acceptable to us, or at all. If suppliers increase the price of these items, we may not have alternative sources of supply. The manufacture of some of our products is a complex process and requires long lead times. As a result, we may experience delays or shortages of critical supplies. If unable to obtain adequate and timely deliveries of required supplies, we may be unable to timely manufacture sufficient quantities of products. This could cause us to lose sales, incur additional costs, delay new product introductions, or suffer harm to our reputation.
Availability of Energy Resources. We rely upon third parties for our supply of energy resources consumed in the manufacture of our products. The prices for and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions. These market conditions often are affected by political and economic factors beyond our control. Disruptions in the supply of energy resources could temporarily impair our ability to manufacture products for customers. Further, increases in energy costs, or changes in costs relative to energy costs paid by competitors, has and may continue to adversely affect our profitability. To the extent that these uncertainties cause suppliers and customers to be more cost sensitive, increased energy prices may have an adverse effect on our results of operations and financial condition.
RISKS RELATED TO OUR WORKFORCE
Risks Associated with the Recruitment and Retention of Key Talent and the Sustainability of our Workforce.Our business and manufacturing processes are complex. We require highly skilled personnel with relevant industry and technical experience to effectively operate, and as such, depend on our ability to recruit, retain and motivate our employees. Shortages in skilled labor and other labor market pressures currently are resulting in greater competition for skilled labor and increased labor costs in some instances. If we fail to attract, develop, retain and motivate a sustainable workforce with the skills and in the locations we need to operate and grow our business, our operations could be adversely impacted.
In addition, the loss of key members of management and other personnel could negatively impact our business, and any unplanned turnover, or failure to develop adequate succession plans for key positions, could result in loss of technical or other expertise or institutional knowledge, delay or impede the execution of our strategic plans and priorities and, ultimately, negatively impact our business and results.
Labor Matters. We have approximately 7,300 active employees, of which approximately 15% are located outside the United States. Approximately 35% of our workforce is covered by various CBAs, predominantly with the USW. At various times, our CBAs expire and are subject to renegotiation. Generally, collective bargaining agreements that expire may be terminated after notice by the union. After termination, the union may authorize a strike. A labor dispute, which could lead to a strike, lockout, or other work stoppage by the employees covered by one or more of the collective bargaining agreements, could have a material adverse effect on production at one or more of our facilities and, depending upon the length of such dispute or work stoppage, on our operating results. For example, in fiscal year 2021, the USW engaged in a 3 ½ month strike primarily affecting our AA&S segment operations, and we incurred approximately $63 million in strike-related costs and had lower revenues during this period while we continued to operate affected facilities with replacement workers. There can be no assurance that we will succeed in concluding collective bargaining agreements to replace those that expire.
RISKS RELATED TO INTELLECTUAL PROPERTY, INFORMATION TECHNOLOGY AND SECURITY
Risks Associated with our Intellectual Property. We own valuable intellectual property, including trade secrets, patents, trademarks and copyrights. Our intellectual property protects our investments in technological innovation, research and development, and plays an important role in maintaining our competitive position in the markets we serve. Despite efforts to secure our intellectual property, it may be infringed or misappropriated by our employees, our competitors or other third parties. The pursuit of remedies for infringement or misappropriation of intellectual property is expensive and uncertain. Additionally, our competitors may develop technologies of their own that are similar or superior to our proprietary technologies, or design
around our patents, to lawfully avoid our intellectual property rights. A failure to sufficiently secure or successfully enforce our intellectual property rights could adversely affect our business and competitive position.
Risks Associated with Digital Technology. Information technology infrastructure is critical to supporting business objectives; failure of our information technology infrastructure to operate effectively could adversely affect our business. If a problem occurs that impairs this infrastructure, the resulting disruption could impede our ability to record or process orders, manufacture and ship in a timely manner, or otherwise carry on business in the normal course. Any such events could cause us to lose customers or revenue and could require us to incur significant expense to remediate. As we integrate, implement and deploy new information technology processes and information infrastructure across our operations, we could experience disruptions in our business that could have an adverse effect on our business, financial condition, results of operations and cash flow.
Cybersecurity Threats. Increased global information technology threats, vulnerabilities, and a rise in sophisticated and targeted international computer crime pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. We believe that ATI faces the threat of such cyberattacks due to the markets we serve, the products we manufacture, the locations of our operations, and global interest in our technology. Due to the evolving nature of cybersecurity threats, the scope and impact of any incident cannot be predicted. We continually work to strengthen our threat countermeasures, safeguard our systems and mitigate potential risks. Despite our efforts to fortify our cybersecurity and protect sensitive information and confidential and personal data, our facilities and systems and those of our third-party service providers may be vulnerable to security breaches. This could lead to disclosure, modification or destruction of proprietary and other key information, production downtimes, operational disruptions, and remediation costs, which in turn could adversely affect our reputation, competitiveness and results of operations.
RISK RELATED TO CLIMATE CHANGE AND OTHER ENVIRONMENTAL MATTERS
Risks Associated with Climate Change.
While the prospect of a lower-carbon economy presents a number of opportunities for our business, the physical impacts of climate change, regulatory efforts to transition to a lower-carbon economy in the regions in which we, our customers and our suppliers operate and the increased focus and evolving views of our various stakeholders on climate change issues could create risks to our business.
Physical Risk.Climate related changes in prevailing weather patterns may impact, among other conditions, changes in sea levels and the propensity for flooding in coastal and other regions, long-term changes in precipitation patterns leading to flooding, drought or deterioration in water quality, and increases in the frequency and severity of significant storms and other weather events and related natural hazards, such as wildfire risk. Although we do not believe that our facilities are currently exposed to significant physical risk as a general matter, our operations have at times been, and could in the future be, impacted by adverse climate-related events, such as, for example, unanticipated periods of extreme cold or heat, acute flooding and wide-spread wildfires such as those experienced in certain regions in the U.S. and elsewhere in recent years. Events such as these could cause damage to critical facilities and equipment, result in significant operational disruption and have meaningfully adverse effects on our employees and the communities in which we operate. Additionally, even to the extent that significant weather events or changes in climate conditions do not directly impact our own facilities and/or operations, our business could be negatively impacted by events or more chronic climate conditions that disrupt or force longer-term changes in operations for our significant customers or suppliers, which could negatively impact the timing or overall volume of demand for our products or the cost and availability of critical raw materials, among other factors. Over time, widespread physical climate changes and risks could drive increases in other operational costs for our business, such as insurance costs.
Regulatory and Other Transition Risks. Increased worldwide focus on climate change has led to legislative and regulatory efforts to combat both potential causes and adverse impacts of climate change. New or more stringent laws and regulations related to greenhouse gas emissions, water usage and other climate change related concerns may adversely affect us, our suppliers and our customers. We have publicly disclosed efforts to reduce the energy intensity, freshwater intake intensity and greenhouse gas (GHG) emission of our operations, working consistently to enhance the environmental sustainability of our business by reducing our reliance on fossil fuel-based energy sources, promoting water reuse and other responsible water management practices, reducing waste and promoting recycling (including extensive use of recycled feedstock in our manufacturing processes) and ensuring our compliance with applicable environmental regulations. Nevertheless, new and evolving laws and regulations could mandate different or more restrictive standards, increase operating costs, require (or cause customers to require that we make) capital investments to transition to low carbon technologies or purchase carbon credits, or otherwise adversely impact our ongoing operations. Our suppliers may face similar challenges and incur additional compliance costs that are passed on to us. These direct and indirect costs may adversely impact our results.
Market and Reputational Risks.Technology to support the transition to lower-carbon operations within the timeframe that could be required by future regulation or expected in the future by our customers may not be available at the scale necessary to support our operations, in a timely or cost-effective manner, or at all. It is possible that, over time, due to both regulatory action and/or changing customer and societal norms and expectations regarding the causes and importance of climate change issues, demand for products in one or more of our significant end markets could decline or, if we fail to keep pace with changing demand and technological advancement, shift in favor of products that we do not produce. If we fail to appropriately adapt to the expectations of our customers or other stakeholders, fail to achieve or properly report progress toward our environmental sustainability goals and targets or otherwise are perceived as failing to adequately address climate change concerns, the resulting negative perceptions could adversely affect our business, reputation and access to capital.
Risks Associated with Other Environmental Compliance Matters. We are subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants and disposal of wastes, and which may require that we investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. We could incur substantial cleanup costs, fines and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or non-compliance with environmental permits required at our facilities. We are currently involved in the investigation and remediation of a number of our current and former sites as well as third party sites. We also could be subject to future laws and regulations that govern greenhouse gas emissions and various matters related to climate change and other air emissions, which could increase our operating costs.
With respect to proceedings brought under the federal Superfund laws, or similar state statutes, we have been identified as a potentially responsible party (PRP) at approximately 4043 of such sites, excluding those at which we believe we have no future liability. Our involvement is limited or de minimis at approximately 2120 of these sites, and the potential loss exposure with respect to 1216 individual sites is not considered to be material, and the potential loss exposure on the remaining seven sites could be material.
We are a party to various cost-sharing arrangements with other PRPs at many of the sites. The terms of the cost-sharing arrangements are subject to non-disclosure agreements as confidential information. Nevertheless, the cost-sharing arrangements generally require all PRPs to post financial assurance of the performance of the obligations or to pre-pay into an escrow or trust account their share of anticipated site-related costs. In addition, the Federal government, through various agencies, is a party to several such arrangements.
We believe that we operate our businesses in compliance in all material respects with applicable environmental laws and regulations. However, from time-to-time, we are a party to lawsuits and other proceedings involving alleged violations of, or liabilities arising from, environmental laws. When our liability is probable and we can reasonably estimate our costs, we record environmental liabilities in our financial statements. In many cases, we are not able to determine whether we are liable or if liability is probable or to reasonably estimate the loss or range of loss. Estimates of our liability remain subject to additional uncertainties, including the nature and extent of site contamination, available remediation alternatives, the extent of corrective actions that may be required, and the participation number and financial condition of other PRPs, as well as the extent of their responsibility for the remediation. We intend to adjust our accruals to reflect new information as appropriate. Future adjustments could have a material adverse effect on our results of operations in a given period, but we cannot reliably predict the amounts of such future adjustments. At December 31, 2017,2023, our reserves for environmental matters totaled approximately $12 million.$13 million. Based on currently available information, we do not believe that there is a reasonable possibility that a loss exceeding the amount already accrued for any of the sites with which we are currently associated (either individually or in the aggregate) will be an amount that would be material to a decision to buy or sell our securities. Future developments, administrative actions or liabilities relating to environmental matters, however, could have a material adverse effect on our financial condition or results of operations.
OTHER OPERATIONAL AND STRATEGIC RISKS
Risks Associated with Disruptions to our Manufacturing Processes. The manufacture of many of our products is a highly exacting and complex process. If we encounter disruptions to our manufacturing processes due to equipment malfunction, failure to follow specific protocols, specifications and procedures, supply chain interruptions, natural disasters, health pandemics, labor unrest, or otherwise, it could have an adverse impact on our ability to fulfill orders or on product quality or performance which could result in significant costs to and liability for us that could have a material adverse effect on our business, financial condition or results of operations, as well as negative publicity and damage to our reputation, which could adversely impact product demand and customer relationships. Additionally, our operations depend on the continued and efficient functioning of our facilities, including critical equipment. If our operations, particularly one of our manufacturing facilities, were to be materially disrupted for any reason, we may be unable to effectively meet our obligations to or demand from our customers, which could adversely affect our financial performance.
Export Sales and International Trade Matters. We believe that export sales will continue to account for a significant percentage of our future revenues. We also import certain raw materials that are important to our business, including nickel, zirconium, niobium, chromium, cobalt, vanadium and titanium sponge, among others. Risks associated with such international
trade include, among others: political and economic instability, including weak conditions in the world’s economies; accounts receivable collection; export controls; trade sanctions; changes in legal and regulatory requirements; policy changes affecting the markets for our products; changes in tax laws; and exchange rate fluctuations (which may affect sales to international customers and the value of profits earned on export sales when converted into dollars). Any of these factors could materially adversely affect our results for the period in which they occur.
Additionally, changes in international trade duties and other aspects of international trade policy, both in the U.S. and abroad, could materially impact our business. Moreover, tariffs, or other changes in U.S. trade policy, have resulted in and may continue to trigger, retaliatory actions by affected countries. Certain foreign governments have instituted or considered imposing trade sanctions on certain U.S. goods, or taking action to deny U.S. companies access to critical raw materials, in response to U.S. trade actions. A “trade war” of this nature or other governmental action related to tariffs or international trade agreements or policies has the potential to adversely impact demand for our products, our costs, customers, suppliers and/or the U.S. economy or certain sectors thereof and, thus, to adversely impact our businesses.
Risks Associated with Strategic Capital Projects and Maintenance Activities. From time to time, we undertake strategic capital projects in order to enhance, expand and/or upgrade our facilities and operational capabilities. Our ability to achieve the anticipated increased revenues or otherwise realize acceptable returns on these investments or other strategic capital projects that we may undertake is subject to a number of risks, many of which are beyond our control, including a variety of market, operational, permitting, and labor-related factors. In addition, the cost to implement any given strategic capital project ultimately may prove to be greater than originally anticipated. If we are not able to achieve the anticipated results from the implementation of any of our strategic capital projects, or if we incur unanticipated implementation costs or delays, our results of operations and financial position may be materially adversely affected. Additionally, we periodically undertake maintenance activities, routine or otherwise, involving facilities and pieces of equipment that are key to our operations, and it is possible that unanticipated maintenance needs, or unanticipated circumstances arising in connection with planned maintenance activities could result in equipment outages that are longer, or costs that exceed, those originally anticipated. Significant repair delays or unanticipated costs associated with these activities could have a negative impact on our results of operations and financial condition.
Risks Associated with Current or Future Litigation and Claims. A number of lawsuits, claims and proceedings have been or may be asserted against us relating to the conduct of our currently and formerly owned businesses, including those pertaining to product liability, patent infringement, commercial disputes, government contracting, employment matters, employee and retiree benefits, taxes, environmental matters, health and safety and occupational disease, and stockholder and corporate governance matters. Due to the uncertainties of litigation, we can give no assurance that we will prevail on all claims made against us in the lawsuits that we currently face or that additional claims will not be made against us in the future. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to us, we do not believe that the disposition of any such pending matters is likely to have a material adverse effect on our financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on our results of operations for that period. Also, we can give no assurance that any other claims brought in the future will not have a material effect on our financial condition, liquidity or results of operations.
Labor Matters. We have approximately 8,600 full-time employees, of which approximately 15% are located outside the United States. Approximately 40% of our workforce is covered by various collective bargaining agreements (CBAs), predominantly with the USW. At various times, our CBAs expire and are subject to renegotiation. CBA’s with the USW that cover approximately 600 employees expired in 2017, and operations continue at these facilities while negotiations with the USW are ongoing. In addition, the Company has CBAs with approximately 300 full-time employees that expire in 2018. Generally, collective bargaining agreements that expire may be terminated after notice by the union. After termination, the union may authorize a strike. A labor dispute, which could lead to a strike, lockout, or other work stoppage by the employees covered by one or more of the collective bargaining agreements, could have a material adverse effect on production at one or more of our facilities and, depending upon the length of such dispute or work stoppage, on our operating results. There can be no assurance that we will succeed in concluding collective bargaining agreements to replace those that expire.
Export Sales. We believe that export sales will continue to account for a significant percentage of our future revenues. Risks associated with export sales include: political and economic instability, including weak conditions in the world’s economies; accounts receivable collection; export controls; changes in legal and regulatory requirements; policy changes affecting the markets for our products; changes in tax laws and tariffs; trade duties; and exchange rate fluctuations (which may affect sales to international customers and the value of profits earned on export sales when converted into dollars). Any of these factors could materially adversely affect our results for the period in which they occur.
Risks Associated with Indebtedness. Our substantial indebtedness could adversely affect our business, financial condition or resultsInsurance Coverage. We have maintained various forms of operations and prevent us from fulfilling our obligations under our outstanding indebtedness. As of December 31, 2017, our total consolidated indebtedness was approximately $1.5 billion. This substantial level of indebtedness increases the risk that we may be unable to generate enough cash to pay amounts due in respect of our indebtedness. Our substantial indebtedness could have important consequencesinsurance, including insurance covering claims related to our stockholdersproperties and significant effectsrisks associated with our operations. Our existing property and liability insurance coverages contain exclusions and limitations on our business. For example, it could:
make it more difficult for us to satisfy our obligationscoverage. From time-to-time, in connection with respect to our outstanding indebtedness;
increase our vulnerability to general adverse economicrenewals of insurance, we have experienced additional exclusions and industry conditions;
require us to dedicatelimitations on coverage, larger self-insured retentions and deductibles, and significantly higher premiums. As a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, our strategic growth initiatives and development efforts and other general corporate purposes;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
restrict us from taking advantage of business opportunities;
place us at a competitive disadvantage compared to our competitors that have less indebtedness; and
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.
In addition, the agreements that govern our current indebtedness contain, and the agreements that may govern any future indebtedness that we may incur may contain, financial and other restrictive covenants that could limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default that, if not cured or waived, could result, in the acceleration of all offuture our debt.
Risks Associated with Retirement Benefits. At December 31, 2017, our U.S. qualified defined benefit pension plan (ATI Pension Plan) was approximately 76% funded as calculated in accordance with U.S. generally accepted accounting principles. Based upon current regulations and actuarial studies, we expect to make approximately a $40 million cash contributioninsurance coverage may not cover claims to the ATI Pension Planextent that it has in 2018, and we currently expect to have average annual funding requirements of approximately $85 million for the next few years thereafter, using an expected 7.75% rate of return on pension plan assets. However, these estimates are subject to significant uncertainty, including potential changes to mortality tables with revised longevity estimates,past and the performance of our pension trust assets. Depending on the timing and amount, a requirementcosts that we fund the ATI Pension Planincur to procure insurance may increase significantly, either of which could have a materialan adverse effect on our results of operations and financial condition.operations.
Risks Associated with Acquisition and Disposition Strategies. We intend to continue to strategically position our businesses in order to improve our ability to compete. Strategies we employ to accomplish this may include seeking new or expanding existing specialty market niches for our products, expanding our global presence, acquiring businesses complementary to existing strengths, and continually evaluating the performance and strategic fit of our existing business units. From time-to-time, management holds discussions with management of other companies to explore acquisitions, joint ventures, and other business combination opportunities as well as possible business unit dispositions. As a result, the relative makeup of the businesses comprising our Company is subject to change. Acquisitions, joint ventures, and other business combinations involve various inherent risks, such as: assessing accurately the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition or other transaction candidates; the potential loss of key personnel of an acquired business; our ability to achieve identified financial and operating synergies, growth or other benefits anticipated to result from an acquisition or other transaction; and unanticipated changes in business and economic conditions affecting an acquisition or other transaction. International acquisitions and other transactions could be affected by export controls, exchange rate fluctuations, domestic and foreign political conditions, changes in tax laws and a deterioration in domestic and foreign economic conditions.
Risks Associated with Information Technology. Information technology infrastructure is critical to supporting business objectives; failure of our information technology infrastructure to operate effectively could adversely affect our business. We depend heavily on information technology infrastructure to achieve our business objectives. If a problem occurs that impairs this infrastructure, the resulting disruption could impede our ability to record or process orders, manufacture and ship in a timely manner, or otherwise carry on business in the normal course. Any such events could cause us to lose customers or revenue and could require us to incur significant expense to remediate.
As we integrate, implement and deploy new information technology processes and information infrastructure across our operations, we could experience disruptions in our business that could have an adverse effect on our business, financial condition, results of operations and cash flow.
Cyber Security Threats. Increased global information technology threats, security requirements, vulnerabilities, and a rise in sophisticated and targeted international computer crime pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. We believe that ATI faces the threat of such cyber attacks due to the markets we serve, the products we manufacture, the locations of our operations, and global interest in our technology. Due to the evolving nature of cyber security threats, the scope and impact of any incident cannot be predicted. We continually work to safeguard our systems and mitigate potential risks. Despite our efforts to protect sensitive information and confidential and personal data, our facilities and systems and those of our third-party service providers may be vulnerable to security breaches. This could lead to disclosure, modification or destruction of proprietary and other key information, defective products, production downtimes, operational disruptions, and remediation costs, which in turn could adversely affect our reputation, competitiveness and results of operations.
Internal Controls Over Financial Reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Insurance. We have maintained various forms of insurance, including insurance covering claims related to our properties and risks associated with our operations. Our existing property and liability insurance coverages contain exclusions and limitations on coverage. From time-to-time, in connection with renewals of insurance, we have experienced additional exclusions and limitations on coverage, larger self-insured retentions and deductibles, and significantly higher premiums. As a result, in the future our insurance coverage may not cover claims to the extent that it has in the past and the costs that we incur to procure insurance may increase significantly, either of which could have an adverse effect on our results of operations.
Political and Social Turmoil. The war on terrorism as well as political and social turmoil could put pressure on economic conditions in the United States and worldwide. These political, social and economic conditions could make it difficult for us, our suppliers, and our customers to forecast accurately and plan future business activities, and could adversely affect the financial condition of our suppliers and customers and affect customer decisions as to the amount and timing of purchases from us. As a result, our business, financial condition and results of operations could be materially adversely affected.
Risks Associated with Government Contracts. Some of our operating units perform contractual work directly or indirectly for the U.S. Government, which requires compliance with laws and regulations relating to the performance of Government contracts. Various claims (whether based on U.S. Government or Company audits and investigations or otherwise) could be asserted against us related to our U.S. Government contract work. Depending on the circumstances and the outcome, such proceedings could result in fines, penalties, compensatory and treble damages or the cancellation or suspension of payments under one or more U.S. Government contracts. Under government regulations, a company, or one or more of its operating divisions or units, can also be suspended or debarred from government contracts based on the results of investigations.
Risks Related to Wide-Spread Public Health Crises. The COVID-19 pandemic, including governmental and other actions taken or restrictions imposed to contain its spread and impact, subjected our operations, financial performance and financial condition to a number of risks. In general, our facilities continued to operate throughout the pandemic with federal and state government approvals because our facilities were deemed essential and critical. However, we experienced, and may again in the context of future similar events experience, the temporary shut-down of facilities. The significant macroeconomic impact of the COVID-19 pandemic and the measures designed to contain its spread also negatively impacted several of the Company’s most significant end markets, and our sales to customers in those markets. Additionally, in the context of the COVID-19 pandemic or any future similar event, one or more of our suppliers may not have the materials, capacity, or capability to supply products that we require according to our schedule and specifications. In that case, we may need to seek alternate suppliers, which may be more expensive, may not be available or may result in delays in shipments to us and subsequently to our customers, each of which would affect our business, results of operations, financial condition and/or cash flows. The possibility exists that there could be ongoing impacts to our operations and financial results as a result of COVID-19 or a similar future pandemic, and the ultimate breadth and duration of these trends and their impact on our business is difficult to predict. Political and Social Turmoil. The war on terrorism as well as political and social turmoil could put pressure on economic conditions in the United States and worldwide. These political, social and economic conditions could make it difficult for us, our suppliers, and our customers to forecast accurately and plan future business activities, and could adversely affect the financial condition of our suppliers and customers and affect customer decisions as to the amount and timing of purchases from us. As a result, our business, financial condition and results of operations could be materially adversely affected.
RISKS ASSOCIATED WITH OUR INDEBTEDNESS; OTHER FINANCIAL AND FINANCIAL ACCOUNTING RISKS
Risks Associated with Indebtedness. Our substantial indebtedness could adversely affect our business, financial condition or results of operations and prevent us from fulfilling our obligations under our outstanding indebtedness. As of December 31, 2023, our total consolidated indebtedness was approximately $2.2 billion. Our subsidiaries had the ability to borrow an additional approximately $530 million under our revolving credit facility as of December 31, 2023. This substantial level of indebtedness increases the risk that we may be unable to generate enough cash to pay amounts due in respect of our indebtedness. Our substantial indebtedness could have important consequences to our stockholders and significant effects on our business. For example, it could:
•make it more difficult for us to satisfy our obligations with respect to our outstanding indebtedness;
•increase our vulnerability to general adverse economic and industry conditions;
•require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, our strategic growth initiatives and development efforts and other general corporate purposes;
•limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
•restrict us from taking advantage of business opportunities;
•place us at a competitive disadvantage compared to our competitors that have less indebtedness; and
•limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.
A portion of our indebtedness, including amounts outstanding currently or in the future under our ABL, bear interest at variable rates and, accordingly, subject our business to risk, particularly in a rising interest rate environment.In addition, the agreements that govern our current indebtedness contain, and the agreements that may govern any future indebtedness that we may incur may contain, financial and other restrictive covenants that could limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all of our debt.
Risks Associated with Retirement Benefits. On October 17, 2023, we purchased group annuity contacts from an insurer covering approximately 85% of our U.S. qualified defined benefit plan obligations. Under these contracts, we transferred the pension obligations and associated assets for the significant majority of our remaining plan participants to the selected insurance company. Using our long-term weighted average expected rate of return on pension plan assets and other actuarial assumptions, we do not expect to have any significant minimum cash funding requirements to our pension plan for at least the next ten years. However, these estimates are based on various assumptions and are subject to significant uncertainty, including with respect to the performance of our pension trust assets, and our expectations therefore could prove to be inaccurate. Significantly lower than expected returns on our pension assets could result in otherwise unanticipated pension contribution obligations in the future. Depending on the timing and amount, a requirement that we fund the U.S. qualified defined benefit pension plan could have a material adverse effect on our results of operations and financial condition.
Goodwill or Long-Lived Asset Impairments. We have various long-lived assets that are subject to impairment testing. We review the recoverability of goodwill annually, or more frequently whenever significant events or changes in circumstances indicate that the recorded goodwill of a reporting unit may be below that reporting unit’s fair value. Our businesses operate in highly cyclical industries, such as commercial aerospace and oil & gas, and as such, our estimates of future cash flows, market demand, the cost of capital, and forecasted growth rates and other factors may fluctuate, which may lead to changes in estimated fair value and, therefore, impairment charges in future periods. For the fiscal year 2023 annual goodwill impairment evaluation, both of our reporting units with goodwill had fair values that were in excess of carrying value. Additionally, we have a significant amount of property, plant and equipment and acquired intangible assets that may be subject to impairment testing, depending on factors such as market conditions, the demand for our products, and facility utilization levels. Any determination requiring the impairment of a significant portion of goodwill or other long-lived assets has had, and may in the future have, a negative impact on our financial condition and results of operations.
Internal Controls Over Financial Reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Risks Associated with Our Guidance and Other Targets and Expectations. From time to time, we may announce earnings guidance and other future targets or goals for our business. Such information, which consists of forward-looking statements, is based on our then current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which we operate. Future targets and goals reflect our beliefs and assumptions and our perception of historical trends, then current conditions and expected future developments, as well as other factors appropriate in the circumstances. As such, while sometime presented with numerical specificity, earnings guidance and other statements regarding our future targets and goals are inherently speculative in nature and subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events, including the risks discussed herein. Our actual results can, and likely will, be different, and those differences could be material. There can be no assurance that any targets or goals established by us will be accomplished at the levels or by the dates targeted, if at all. Failure to achieve our targets or goals may have a material adverse effect on our business, financial condition, results of operations or the market price of our securities.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
The Company and its Board recognize the critical significance that cybersecurity has to our operations and the need to continually assess cybersecurity risk and evolve our response in the face of a rapidly and ever-changing environment. We face a range of increasing and evolving cybersecurity threats common to industrial operations and other enterprises, which continue to grow in frequency and scope. See Item 1A, Risk Factors, “Cybersecurity Threats.”
The programs and procedures we have implemented to mitigate our exposure to these threats focus on preventing cybersecurity incidents, preserving the confidentiality, security and availability of the information that we generate or collect and store, and effectively responding to cybersecurity incidents if they occur.
Our Comprehensive Program
We take a comprehensive, standards-driven approach to our cybersecurity through an enterprise-wide cybersecurity program aligned with the National Institute on Standards and Technology’s Cybersecurity Framework. Our program includes an extensive set of systems, network and application-level controls that protect our corporate data and systems. Our Chief Digital and Information Officer (“CDIO”) and our Chief Information Security Officer (“CISO”), each of whom have extensive cybersecurity training and expertise and more than 20 years and 14 years of information technology and cybersecurity
experience, respectively, hold primary responsibility within management for assessing, monitoring and managing our cybersecurity risks and program. They are supported by a dedicated, enterprise-wide cybersecurity team that, with the assistance of third-party providers, monitors our program and controls, as well as available cybersecurity intelligence, on a continuous basis to ensure that, as an organization, we are informed of emerging risks, identify specific threats and potential incidents, and promptly escalate the evaluation and management of identified incidents as appropriate. Components of our comprehensive program include, among others:
•Technical Safeguards. We deploy technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated through vulnerability assessments and cybersecurity threat intelligence.
•Third-Party Risk Management. We maintain a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties.
•Program Assessments. We engage in regular assessments and testing of our policies and procedures, including efforts such as audits and similar assessments, tabletop exercises, threat modeling, vulnerability testing and other procedures focused on evaluating program effectiveness. Additionally, we periodically engage third parties to perform assessments of our cybersecurity measures, including information security maturity assessments and independent reviews of our information security control environment and operating effectiveness.
•Education and Awareness. We conduct a regular program of enterprise-wide communication and training regarding cybersecurity threats and the policies and procedures we have implemented in response. These programs are designed to elevate threat awareness within the Company and equip our employees with the knowledge and access to resources that they need to appropriately respond to and address the cybersecurity risks that we face.
•Incident Response and Recovery. We maintain extensive incident response and recovery plans and procedures that provide a documented framework for handling high severity security incidents. These plans ensure the appropriate escalation, evaluation, management and reporting of cybersecurity incidents in a prompt and appropriately cross-functional manner, facilitating coordination across multiple parts of the Company, and are the subject of regular table- top breach simulations and other exercises and evaluations.
•Insurance Coverage. We maintain a cybersecurity risk insurance policy to protect the Company against computer-related incidents and losses.
We have not experienced any operational or financial impact as a result of any cybersecurity incident or the cybersecurity risk that we face, and at this time, while the threat of a cybersecurity incident is always present, we view our comprehensive mitigation strategies and procedures as appropriately calibrated safeguards against any material impact to our results of operation and financial condition as a result of a cybersecurity incident and believe that we are prepared to appropriately mitigate and respond to such an incident, should it occur.
Governance
Our Board is actively engaged in the oversight of our digital technology risk management and cybersecurity programs. As part of its program of regular oversight, the Audit and Risk Committee oversees ATI’s digital technology and cybersecurity risk. The regular review and assessment of the Company’s cybersecurity program and related policies, standards, processes and practices is a fully integrated component of the Company’s overall enterprise risk management program, and at least quarterly as a key component of each regularly scheduled meeting, the Committee receives regular reports from our CDIO on the Company’s cybersecurity risk profile, the functioning of its cybersecurity program, including with reference to key performance indicators and other specific, quantitative measures, and other digital technology risks.
Item 2. Properties
Our principal domestic facilities for our HPMC segment include melting operations and production facilities that perform processing and finishing operations. Domestic melting operations are located in Monroe and Bakers, NC, and Lockport, NYRichland, WA (vacuum induction melting, vacuum arc re-melt, electro-slag re-melt, plasma melting), Richland, WA (electronmelting, electron beam melting), and Albany, OR (vacuum arc re-melt). Production of high performance materials, most of which are in long product form, takes place at our domestic facilities in Monroe and Bakers, NC, Lockport, NY, Richburg, SC, Albany, OR, and Oakdale, PA. Our production of highly engineered forgings and machined components takes place at facilities in Cudahy, Appleton and Coon Valley, WI, East Hartford, CT, and Irvine, CA. Metal alloy-based additive manufacturing for the aerospace & defense industries takes place in New Britain, CT, and will begin to take place in fiscal year 2024 in our newly leased facility in Fort Lauderdale, Florida.
Within the AA&S segment, our production of zirconium, hafnium, niobium and related specialty alloys takes place at facilities located in Millersburg, OR and Huntsville, AL. Our production of highly engineered forgings, castings,Nickel melting operations are located in Lockport, NY (vacuum induction melting, vacuum arc re-melt, and machined components takes place at facilitieselectro-slag re-melt), and titanium melting operations are located in Cudahy and Coon Valley, WI, East Hartford, CT, Albany, OR Irvine, CA, Portland, IN, Lebanon, KY, Billerica, MA, and Salem, OR.(vacuum arc
re-melt). Our principal domesticAA&S locations for melting stainless steel and other flat-rolled specialty materials are located in Brackenridge and Latrobe, PA. Hot-rolling is performed at our domestic facilities in Brackenridge and Washington, PA. Finishing of our flat-rolled products takes place at our domestic facilities located in Brackenridge, Vandergrift, Washington, Rochester, Monaca, and Zelienople, PA, and in Waterbury, CT, New Bedford, MA, Louisville, OH, and Bridgeview, IL.
MA. Additionally, the AA&S segment will benefit from the expanded capabilities at our new Pageland, SC location. Substantially all of our properties are owned, and three of our properties are subject to mortgages or similar encumbrances securing borrowings under certain industrial development authority financings.owned.
We also own or lease facilities in a number of foreign countries, including France, Germany, the United Kingdom, Poland, and the People’s Republic of China. We own and/or lease and operate facilities for melting and re-melting, machining and bar mill operations, laboratories and offices located in Sheffield, England. We own highly engineered forging and machining operations in Stalowa Wola, Poland. Through our STAL joint venture, we operate facilities for finishing Precision Rolled StripPRS products in the Xin-Zhuang Industrial Zone, Shanghai, China.
Our executive offices, locatedcorporate headquarters in PPG PlaceDallas, TX and employee resource center in Pittsburgh, PA are leased.
Although our facilities vary in terms of age and condition, we believe that they have been well maintained and are in sufficient condition for us to carry on our activities. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of these impacts.
Item 3. Legal Proceedings
From time-to-time,time to time, we become involved in various lawsuits, claims and proceedings relating to the conduct of our current and formerly owned businesses, including those pertaining to product liability, environmental, health and safety matters and occupational disease (including as each relates to alleged asbestos exposure), as well as patent infringement, commercial, government contracting, construction, employment, employee and retiree benefits, taxes, environmental, health and safety and occupational disease, and stockholder and corporate governance matters. While we cannot predict the outcome of any lawsuit, claim or proceeding, our management believes that the disposition of any pending matters is not likely to have a material adverse effect on our financial
condition or liquidity. The resolution in any reporting period of one or more of these matters, including those described above, however, could have a material adverse effect on our results of operations for that period.
Information relating to legal proceedings is included in Note 20.21. Commitments and Contingencies of the Notes to Consolidated Financial Statements and incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock Prices
Our common stock is traded on the New York Stock Exchange (symbol ATI). At February 1, 2018,2, 2024, there were 3,3201,861 record holders of Allegheny Technologies IncorporatedATI Inc. common stock. We paid no cash dividends during 2017. We paiddo not currently pay a quarterly cash dividend of $0.08 per share of common stock outstanding for the first three quarters of 2016. Effective with the fourth quarter of 2016, our Board of Directors decided to suspend the quarterly dividend. The payment of dividends and the amount of such dividends depends upon matters deemed relevant by our Board of Directors, such as our results of operations, financial condition, cash requirements, future prospects, any limitations imposed by law, credit agreements or senior securities, and other factors deemed relevant and appropriate. Our Asset Based Lending (ABL) Revolving Credit Facility restricts our ability to pay dividends in certain circumstances. For more information on the restrictions under our ABL facility, see Note 16 of Item 7. “Management’s Discussion8. “Financial Statements and Analysis of Financial Condition and Results of Operations - Financial Condition and Liquidity - Dividends.Supplementary Data.”
The ranges
Sales of highEquity Securities
Set forth below is information regarding our stock repurchases during the fourth quarter of fiscal year 2023, comprised of shares repurchased by ATI under the $75 million repurchase program authorized by our Board of Directors in April 2023 and low sales pricesshares repurchased by ATI from employees to satisfy employee-owed taxes on share-based compensation. In November 2023, our Board of Directors authorized the repurchase of an additional $150 million of ATI stock. No shares were repurchased under this new program in the fourth quarter of fiscal year 2023. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Period | | Total Number of Shares (or Units) Purchased (a) | | Average Price Paid per Share (or Unit) (b) (c) | | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
| October 2-29, 2023 | | 531 | | | $ | 40.56 | | | — | | | $ | 30,000,006 | |
| October 30-November 26, 2023 | | 705,070 | | | $ | 42.69 | | | 702,787 | | | $ | — | |
| November 27-December 31, 2023 | | — | | | $ | — | | | — | | | $ | 150,000,000 | |
| Total | | 705,601 | | | $ | 42.69 | | | 702,787 | | | $ | 150,000,000 | |
(a) Includes shares repurchased by ATI from employees to satisfy employee-owed taxes on share-based compensation.
(b) Share repurchases are inclusive of amounts for shares of our common stock for the quarterly periods endedany relevant commissions.
(c) Excludes excise taxes incurred on the dates indicated were as follows:share repurchases.
|
| | | | | | | | | | | | | | | | |
| 2017 | | March 31 | | June 30 | | September 30 | | December 31 |
| High | | $ | 23.69 |
| | $ | 20.11 |
| | $ | 24.00 |
| | $ | 26.59 |
|
| Low | | $ | 15.61 |
| | $ | 14.54 |
| | $ | 16.51 |
| | $ | 21.01 |
|
|
| | | | | | | | | | | | | | | | |
| 2016 | | March 31 | | June 30 | | September 30 | | December 31 |
| High | | $ | 18.38 |
| | $ | 18.03 |
| | $ | 18.67 |
| | $ | 19.20 |
|
| Low | | $ | 7.08 |
| | $ | 10.93 |
| | $ | 12.27 |
| | $ | 13.15 |
|
Cumulative Total Stockholder Return
The graph set forth below shows the cumulative total stockholder return (i.e., price change plus reinvestment of dividends) on our common stock from December 31, 20122018 through December 31, 2017,2023, as compared to the S&P 500 Index, the S&P MidCap 400 Industrials Index and a Peer Group of companies. We have included the SPDR S&P Metals and Mining Index ETF because our stock price trading and volatility trends with the performance of that index. We believe that the Peer Group of companies, which is defined below, is representative of companies in our industry that have served similar markets during the applicable periods. The total stockholder return for the Peer Group is weighted according to the respective issuer’s stock market capitalization at the beginning of each period.Russell 2000 Index. The graph assumes that $100 was invested on December 31, 2012.2018. The stock performance information included in this graph is based on historical results and is not necessarily indicative of future stock price performance.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company / Index | | Dec 2018 | | Dec 2019 | | Dec 2020 | | Dec 2021 | | Dec 2022 | | Dec 2023 |
| ATI | | 100.00 | | 94.90 | | 77.03 | | 73.17 | | 137.16 | | 208.87 |
| S&P 500 Index | | 100.00 | | 131.49 | | 155.68 | | 200.37 | | 164.08 | | 207.21 |
| S&P MidCap 400 Industrials Index | | 100.00 | | 133.55 | | 155.57 | | 199.82 | | 176.84 | | 232.43 |
| | | | | | | | | | | | |
| Russell 2000 Index | | 100.00 | | 125.53 | | 150.58 | | 172.90 | | 137.56 | | 160.85 |
| Source: Standard & Poor’s | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | |
| Company / Index | | Dec 2012 | | Dec 2013 | | Dec 2014 | | Dec 2015 | | Dec 2016 | | Dec 2017 |
| ATI | | 100.00 | | 120.20 |
| | 119.45 |
| | 39.74 |
| | 57.18 |
| | 86.65 |
|
| S&P MidCap 400 Index | | 100.00 | | 133.50 |
| | 146.54 |
| | 143.35 |
| | 173.08 |
| | 201.20 |
|
| Peer Group | | 100.00 | | 133.12 |
| | 128.19 |
| | 103.05 |
| | 134.68 |
| | 150.55 |
|
| SPDR S&P Metals & Mining ETF | | 100.00 | | 94.62 |
| | 70.70 |
| | 34.98 |
| | 72.07 |
| | 87.33 |
|
| Source: Standard & Poor’s | | | | | | | | | | | | |
Peer Group companies for the cumulative five year total return period ended December 31, 2017 were as follows:
|
| | | | |
| | | | |
AK Steel Holding Corporation | | Materion Corp | | Steel Dynamics, Inc. |
Alcoa Inc. | | Nucor Corp. | | The Timken Company |
Carpenter Technology Corporation | | Precision Castparts Corp. | | Timken Steel Corporation |
Castle (A M) & Co. | | Reliance Steel & Aluminum Co. | | United States Steel Corporation |
Commercial Metals Company | | RTI International Metals, Inc. | | Universal Stainless & Alloy Products, Inc. |
Kennametal Inc. | | Schnitzer Steel Industries, Inc. | | Worthington Industries, Inc. |
Alcoa Inc. was included in the total stockholder return Peer Group through October 31, 2016 when it was separated into Alcoa Corp and Arconic Inc. Castle (A M) & Co. was included through August 31, 2017 when it was delisted. Precision Castparts Corp. was included through January 29, 2016 when it was acquired by Berkshire Hathaway Inc. RTI International Metals Inc. was included through July 22, 2015 when it was acquired by Alcoa Inc. Effective in 2014, The Timken Company spun off its steel business into a new public company, Timken Steel Corporation, which was included in the total stockholder return Peer Group starting on June 19, 2014 when it began trading.
Item 6. Selected Financial Data[Reserved]
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | | | | | | | | | |
| For the Years Ended December 31, | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| Revenue by Market: | | | | | | | | | | |
| Aerospace & Defense | | $ | 1,718.1 |
| | $ | 1,590.4 |
| | $ | 1,514.0 |
| | $ | 1,446.3 |
| | $ | 1,394.5 |
|
| Oil & Gas | | 418.2 |
| | 280.8 |
| | 538.0 |
| | 752.3 |
| | 706.8 |
|
| Automotive | | 273.7 |
| | 232.8 |
| | 293.8 |
| | 414.4 |
| | 348.3 |
|
| Electrical Energy | | 192.2 |
| | 232.6 |
| | 368.1 |
| | 430.2 |
| | 459.4 |
|
| Medical | | 183.0 |
| | 195.8 |
| | 220.7 |
| | 211.0 |
| | 207.7 |
|
| Subtotal - Key Markets | | 2,785.2 |
| | 2,532.4 |
| | 2,934.6 |
| | 3,254.2 |
| | 3,116.7 |
|
| Food Equipment & Appliances | | 226.0 |
| | 172.2 |
| | 217.3 |
| | 248.8 |
| | 251.7 |
|
| Construction/Mining | | 192.9 |
| | 160.6 |
| | 226.3 |
| | 295.6 |
| | 287.5 |
|
| Electronics/Communication/Computers | | 151.6 |
| | 109.7 |
| | 126.4 |
| | 154.6 |
| | 153.1 |
|
| Transportation | | 83.8 |
| | 77.6 |
| | 129.5 |
| | 172.1 |
| | 136.3 |
|
| Other | | 85.6 |
| | 82.1 |
| | 85.5 |
| | 98.1 |
| | 98.2 |
|
| Total | | $ | 3,525.1 |
| | $ | 3,134.6 |
| | $ | 3,719.6 |
| | $ | 4,223.4 |
| | $ | 4,043.5 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions, except per share amounts) | | | | | | | | | | |
| For the Years Ended December 31, | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| Results of Operations: | | | | | | | | | | |
| Sales: | |
| | | | | | | | |
| High Performance Materials & Components | | $ | 2,067.4 |
| | $ | 1,930.4 |
| | $ | 1,985.9 |
| | $ | 2,006.8 |
| | $ | 1,944.8 |
|
| Flat Rolled Products | | 1,457.7 |
| | 1,204.2 |
| | 1,733.7 |
| | 2,216.6 |
| | 2,098.7 |
|
| Total Sales | | $ | 3,525.1 |
| | $ | 3,134.6 |
| | $ | 3,719.6 |
| | $ | 4,223.4 |
| | $ | 4,043.5 |
|
| Segment operating profit (loss): | |
| | | | | | | | |
| High Performance Materials & Components | | $ | 246.4 |
| | $ | 168.7 |
| | $ | 157.1 |
| | $ | 234.8 |
| | $ | 159.6 |
|
| Flat Rolled Products | | 37.0 |
| | (163.0 | ) | | (241.9 | ) | | (47.0 | ) | | (147.8 | ) |
| Total segment operating profit (loss) | | $ | 283.4 |
| | $ | 5.7 |
| | $ | (84.8 | ) | | $ | 187.8 |
| | $ | 11.8 |
|
| Income (loss) from continuing operations before income taxes | | $ | (86.5 | ) | | $ | (734.0 | ) | | $ | (478.0 | ) | | $ | 1.5 |
| | $ | (154.8 | ) |
| Income tax benefit | | (6.8 | ) | | (106.9 | ) | | (112.1 | ) | | (8.7 | ) | | (63.6 | ) |
| Income (loss) from continuing operations | | (79.7 | ) | | (627.1 | ) | | (365.9 | ) | | 10.2 |
| | (91.2 | ) |
| Income (loss) from discontinued operations, net of tax | | — |
| | — |
| | — |
| | (0.6 | ) | | 252.8 |
|
| Net income (loss) | | (79.7 | ) | | (627.1 | ) | | (365.9 | ) | | 9.6 |
| | 161.6 |
|
| Less: Net income attributable to noncontrolling interests | | 12.2 |
| | 13.8 |
| | 12.0 |
| | 12.2 |
| | 7.6 |
|
| Net income (loss) attributable to ATI | | $ | (91.9 | ) | | $ | (640.9 | ) | | $ | (377.9 | ) | | $ | (2.6 | ) | | $ | 154.0 |
|
| Basic net income (loss) per common share | |
| | | | | | | | |
| Continuing operations attributable to ATI per common share | | $ | (0.83 | ) | | $ | (5.97 | ) | | $ | (3.53 | ) | | $ | (0.02 | ) | | $ | (0.93 | ) |
| Discontinued operations attributable to ATI per common share | | — |
| | — |
| | — |
| | (0.01 | ) | | 2.37 |
|
| Basic net income (loss) attributable to ATI per common share | | $ | (0.83 | ) | | $ | (5.97 | ) | | $ | (3.53 | ) | | $ | (0.03 | ) | | $ | 1.44 |
|
| Diluted net income (loss) per common share | |
| | | | | | | | |
| Continuing operations attributable to ATI per common share | | $ | (0.83 | ) | | $ | (5.97 | ) | | $ | (3.53 | ) | | $ | (0.02 | ) | | $ | (0.93 | ) |
| Discontinued operations attributable to ATI per common share | | — |
| | — |
| | — |
| | (0.01 | ) | | 2.37 |
|
| Diluted net income (loss) attributable to ATI per common share | | $ | (0.83 | ) | | $ | (5.97 | ) | | $ | (3.53 | ) | | $ | (0.03 | ) | | $ | 1.44 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions, except per share amounts and ratios) | | | | | | | | | | |
| As of and for the Years Ended December 31, | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| Working capital | | $ | 1,203.1 |
| | $ | 1,057.8 |
| | $ | 1,181.1 |
| | $ | 1,584.4 |
| | $ | 1,743.3 |
|
| Total assets | | 5,185.4 |
| | 5,170.0 |
| | 5,751.7 |
| | 6,571.7 |
| | 6,885.0 |
|
| Long-term debt | | 1,530.6 |
| | 1,771.9 |
| | 1,491.8 |
| | 1,498.2 |
| | 1,513.9 |
|
| Total debt | | 1,540.7 |
| | 1,877.0 |
| | 1,495.7 |
| | 1,516.0 |
| | 1,933.8 |
|
| Cash and cash equivalents | | 141.6 |
| | 229.6 |
| | 149.8 |
| | 269.5 |
| | 1,026.8 |
|
| Total ATI Stockholders’ equity | | 1,739.4 |
| | 1,355.2 |
| | 2,082.8 |
| | 2,598.4 |
| | 2,894.2 |
|
| Noncontrolling interests | | 105.1 |
| | 89.6 |
| | 101.6 |
| | 110.9 |
| | 100.5 |
|
| Total Stockholders’ equity | | 1,844.5 |
| | 1,444.8 |
| | 2,184.4 |
| | 2,709.3 |
| | 2,994.7 |
|
| Ratio of earnings to fixed charges | | — |
| | — |
| | — |
| | — |
| | — |
|
| Dividends declared per common share | | $ | — |
| | $ | 0.24 |
| | $ | 0.62 |
| | $ | 0.72 |
| | $ | 0.72 |
|
The information presented in Selected Financial Data should be read in conjunction with the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in Item 8. Financial Statements and Supplementary Data.
Results of operations in 2017 include a $114.4 million pre-tax goodwill impairment charge, a $37.0 million pre-tax and net of tax debt extinguishment charge for the full redemption of the $350.0 million, 9.375% Senior Notes due 2019 (2019 Notes), and $4.1 million of tax benefits from the 2017 Tax Cuts and Jobs Act legislation. 2016 results include $538.5 million of pre-tax restructuring and other charges, primarily related to the indefinite idling of the Rowley, UT titanium sponge production facility. 2016 results also include $171.5 million in deferred tax valuation allowances which reduced the income tax benefit. Results of operations in 2015 include $131.5 million of pre-tax net realizable value inventory reserves, which are required to offset ATI’s aggregate net debit LIFO inventory balance that exceeds current inventory replacement cost, $216.3 million of pre-tax goodwill impairment, restructuring and inventory revaluation charges, and $74.5 million of deferred tax valuation allowances, which reduced the income tax benefit. 2014 results from continuing operations include postretirement benefit curtailment and settlement gains of $25.5 million pre-tax. Results of operations in 2013 include $67.5 million of pre-tax restructuring charges, primarily related to asset impairments. Additionally, in 2013, we completed the sale of our tungsten materials business and after a strategic review, determined that we would exit our iron castings and fabricated components businesses. These three businesses are classified as discontinued operations. We received cash proceeds, net of transaction costs, of $600.9 million for the sale of the tungsten materials business, and recognized a $428.3 million pretax ($261.4 million after tax) gain which is reported in discontinued operations.
Total debt in 2017 reflects the redemption of all $350.0 million aggregate principal amount of our 2019 Notes. In 2016, we issued $287.5 million of 4.75% Convertible Senior Notes due 2022 (2022 Convertible Notes), and added a $100.0 million term loan to our asset based lending facility. A portion of the convertible note proceeds were used to make $250.0 million in contributions to the ATI Pension Plan in 2016 and 2017. In 2014, we repaid the remaining $397.5 million outstanding of our 4.25% Convertible Senior Notes due 2014. In 2013, we issued $500.0 million of 5.875% Senior Notes due in 2023 (currently bearing a 7.875% interest rate) (2023 Notes), the net proceeds of which were used for general corporate purposes.
Total ATI stockholders’ equity in 2017 increased due to our issuance of 17 million shares of common stock at $24.00 per share before expenses in an underwritten registered public offering. This offering resulted in proceeds of $397.8 million, net of transaction costs, which were used to redeem all of ATI’s outstanding 2019 Notes. Stockholders’ equity changes include net increases (decreases) of $(42.7) million $(60.6) million, $(69.6) million, $(266.5) million, and $241.0 million for 2017, 2016, 2015, 2014 and 2013, respectively, related to remeasurements of ATI’s retirement benefit obligations. In addition, ATI stockholders’ equity for 2017 and 2016 included a $16.8 million increase and a $45.6 million decrease, respectively, from income tax valuation allowances on amounts recorded in other comprehensive income.
For purposes of determining the ratio of earnings to fixed charges, earnings include pre-tax income (loss) from continuing operations plus fixed charges (excluding capitalized interest). Fixed charges consist of interest on all indebtedness (including capitalized interest) plus that portion of operating lease rentals representative of the interest factor (deemed to be one-third of operating lease rentals). For the years ended December 31, 2017, 2016, 2015, 2014, and 2013 fixed charges exceeded earnings by $101.9 million, $750.2 million, $492.1 million, $7.1 million, and $192.8 million, respectively.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are forward-looking statements. Actual results or performance could differ materially from those encompassed within such forward-looking statements as a result of various factors, including those described below. Net income (loss) and net income (loss) per share amounts referenced below are attributable to Allegheny Technologies IncorporatedATI Inc. and Subsidiaries.
During the fourth quarter of fiscal year 2023, we voluntarily changed the method of accounting for recognizing actuarial gains and losses for our defined benefit pension plans. See Note 1 of the Notes to the Consolidated Financial Statements for further explanation. This change has been applied to all pension plans on a retrospective basis for all prior periods presented. ATI Overview
ATI is a global manufacturer of technically advanced specialty materials and complex components. Our largest market ismarkets are aerospace & defense, representing approximately 50%nearly 60% of total sales, led by products for jet engines. Additionally, we have a strong presence in the energy markets, including specialty energy, oil & gas electrical energy,and downstream processing, as well as the medical and automotiveelectronics markets. In aggregate, these key markets represent about 80%almost 85% of our revenue. ATI is a market leader in manufacturing differentiated products that require our materials science capabilities and unique manufacturing and precision machining capabilities as well asprocess technologies, including our innovative new product development competence. Our capabilities range from alloy development to final production of highly engineered finished components. We are a leader in producing powders for use in next-generation jet engine forgings and 3D-printed aerospace products.
We operate in two business segments: High Performance Materials & Components (HPMC), and Flat Rolled Products (FRP)Advanced Alloys & Solutions (AA&S). Over 75%The HPMC segment’s primary focus is on maximizing aero-engine materials and components growth, with approximately 85% of 2017 HPMC business segment sales were toits revenue derived from the aerospace and& defense markets andincluding nearly half60% of HPMC’s total sales areits revenue from products for commercial jet engines. Increasing demand for commercialCommercial aerospace products hashave been the main source of sales and segment operating profitEBITDA growth for HPMC over the last fewseveral years and isare expected to continue to drive HPMC and overall ATI results forin the next several years.future. Other keymajor HPMC end markets include medical oil & gas, and electrical energy. HPMC produces converts and distributes a wide range of high performance materials, and components, and advanced metallic powder alloysalloys. These are made from nickel-based alloys and superalloys, titanium and titanium-based alloys, nickel-based alloys and superalloys, and a variety of other specialty metals. These materials are made in a varietymaterials. Capabilities range from cast/wrought and powder alloy development to final production of product forms that include precision forgings, castings, machined partshighly engineered finished components, and others.3D-printed aerospace products.
Our FRPThe AA&S segment serves a diverse groupis focused on delivering high-value flat products primarily to the energy, aerospace, and defense end-markets, which comprise over 60% of end markets, with the oil & gas market, including chemical and hydrocarbon processing, and the automotive market collectively representing over 40% of 2017 sales.its revenue. Other majorimportant end markets for FRPAA&S include food processing equipmentelectronics, medical and appliances, construction and mining, electronics, communication equipment and computers, and aerospace & defense. FRPautomotive. AA&S produces converts and distributes nickel-based alloys, specialty alloys, and titanium and titanium-based alloys, and stainless steelspecialty alloys in a variety of product forms including plate, sheet, engineeredand strip and Precision Rolled Strip products.
Overview of 2017Fiscal Year 2023 Financial Performance
Sales in 2017fiscal year 2023 increased 13%9%, to $3.53$4.2 billion, andwhile gross profit margin increased 176%12%, to $449$803 million, compared to 2016. This marked our secondfiscal year 2022, reflecting significant increased demand for commercial aerospace products despite softness in general industrial end markets. Results for fiscal years 2023 and 2022 included $104 million and $29 million, respectively, of more than doublingnet pre-tax charges as further described in the prior year’s gross profit margin, demonstrating the benefitsResults of prior restructuring actions, our ongoing focus on high-value products,Operations section below. The Company’s net income for fiscal year 2023 was $410.8 million, or $2.81 per share. ATI Adjusted EBITDA for fiscal year 2023 was $634.6 million, or 15.2% of sales, compared to $612.8 million, or 16.0% of sales, for fiscal year 2022. See further explanation below for non-GAAP definitions and improved utilization of our manufacturing facilities. Total sales to our key end markets of aerospace & defense, oil & gas, electrical energy, medical, and automotive represented 79% of ATI’s 2017 sales. Sales tocalculations.
Revenues in our largest end market,markets, aerospace & defense, increased $128$601 million, or 8% over 2016,32%, compared to fiscal year 2022, and represented 49%59% of our 2017fiscal year 2023 sales. International sales, including both U.S. exports and foreign sales from our foreign manufacturing operations, were $1.45$1.9 billion in 2017fiscal year 2023 and represented 41%46% of total sales.
We have substantially completed our restructuring actions, and there were no additional restructuring charges in 2017. Results for 2017 include a $114 million goodwill impairment charge for our titanium castings business, and a $37 million debt extinguishment charge for the early redemption of our 2019 Notes. Business segment operating profit, which excludes these charges, was $283 million in 2017, a substantial improvement over 2016, with stronger operating performance in our HPMC segment and a return to profitability in our FRP segment.
We recorded a $4.1 million tax benefit as a result of the U.S. federal tax law changes in December 2017, and we continue to maintain valuation allowances for U.S. federal and state deferred taxes. As a result of these factors and other tax attributes, our net-of-tax losses do not reflect the typical tax benefits that would apply to the pretax results.
A summary of our results is as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (Dollars in millions, except per share amounts) | | 2023 | | 2022* | | 2021* |
| Sales | | $ | 4,173.7 | | | $ | 3,836.0 | | | $ | 2,799.8 | |
| Gross profit | | $ | 802.6 | | | $ | 714.2 | | | $ | 333.2 | |
| Gross profit % of sales | | 19.2 | % | | 18.6 | % | | 11.9 | % |
| Operating income | | $ | 466.4 | | | $ | 316.1 | | | $ | 117.6 | |
| Income before income taxes | | $ | 295.2 | | | $ | 354.6 | | | $ | 233.4 | |
| Net income attributable to ATI | | $ | 410.8 | | | $ | 323.5 | | | $ | 184.6 | |
| Diluted net income attributable to ATI per common share | | $ | 2.81 | | | $ | 2.23 | | | $ | 1.32 | |
*Fiscal years ended January 1, 2023 and January 2, 2022 reflect the change in accounting principle as described in Note 1 of the Notes to the Consolidated Financial Statements.
|
| | | | | | | | | | | | |
| (Dollars in millions, except per share amounts) | | 2017 | | 2016 | | 2015 |
| Sales | | $ | 3,525.1 |
| | $ | 3,134.6 |
| | $ | 3,719.6 |
|
| Gross profit | | $ | 449.0 |
| | $ | 162.5 |
| | $ | 60.3 |
|
| Gross profit % of sales | | 12.7 | % | | 5.2 | % | | 1.6 | % |
| Segment operating profit (loss) | | $ | 283.4 |
| | $ | 5.7 |
| | $ | (84.8 | ) |
| Segment operating profit (loss) % of sales | | 8.0 | % | | 0.2 | % | | (2.3 | )% |
| Restructuring, goodwill impairment and other charges | | $ | (151.4 | ) | | $ | (538.5 | ) | | $ | (216.3 | ) |
| Loss before income taxes | | $ | (86.5 | ) | | $ | (734.0 | ) | | $ | (478.0 | ) |
| Net loss attributable to ATI | | $ | (91.9 | ) | | $ | (640.9 | ) | | $ | (377.9 | ) |
| Diluted net loss attributable to ATI per common share | | $ | (0.83 | ) | | $ | (5.97 | ) | | $ | (3.53 | ) |
2017 was a year of important milestones in our ongoing journey to deliver sustainable long-term profitable growth. In the HPMC segment, our next-generation, differentiated jet engine product mix continued to improve, with sales of these products up 35% compared to 2016, and our airframe titanium product shipments remained strong. Additionally, our FRP segment made significant progress in achieving sustainable profitability.
Our major strategic accomplishments during 2017 include:fiscal year 2023 include the following:
Signing strategic long-term agreements that are expected•ATI delivered strong results for fiscal year 2023 as demand for our differentiated materials accelerates. We finished the year strong with the highest quarterly revenue for fiscal year 2023 in the fourth quarter, marking the sixth quarter in a row exceeding $1 billion and the highest quarterly revenue since the second quarter of fiscal year 2019. Sales to drivethe aerospace and defense markets reached 59% of our growth trajectorysales for the next several years, includingfull fiscal year 2023, up 10 percentage points over the prior year, as we are progressing quickly towards our goal of 65% of sales to these markets.
•Growth in the aerospace and defense markets drove strong results in our HPMC segment, with sales up 29% and HPMC EBITDA up 43% in fiscal year 2023 compared to fiscal year 2022. EBITDA margins in this segment improved by 200 basis points to 20.5% in fiscal year 2023. Full fiscal year 2023 commercial airframe product sales in this segment were up 90% year over year, reflecting the strong demand for our materials as the aerospace ramp continues.
•Sales of titanium products reached 17% of total sales in fiscal year 2023, up from 11% in the prior year, as these products remain a long-term agreement with Prattfocal point across the aerospace & Whitney to supply isothermal forgingsdefense industry. We restarted a significant amount of titanium melt capacity in Albany, OR in fiscal year 2023, and powder alloyswe are on track for next-generation jet engines.
Taking important steps toward improving the capacity utilizationfirst melt in the fourth quarter of fiscal year 2024 at our FRP segment’s HRPF, most notably with the announced Allegheny & Tsingshan Stainless joint venture to manufacture 60” wide stainless sheet, whichRichland, Washington facility. When our Richland, Washington expansion is at full production in late fiscal year 2025, our total titanium melt capacity is expected to be formed80% greater than our fiscal year 2022 titanium melt capacity.
•We generated cash flow of $85.9 million from operating activities in fiscal year 2023, despite making contributions of $272 million to our U.S. qualified defined benefit pension plans. Continued efforts to focus on operational improvements are positively impacting the first quarterinventory intensity of 2018.
Continuing to increase our capacity to produce advanced powder alloys for usebusiness and alleviating the required investment of managed working capital in next-generation aerospace products, including additive manufacturing applications. Our nickel-based powder alloy expansion in North Carolina was completed and is expected to be commercially qualified in early 2018, and we recently announced plans for a titanium powder expansion to be located on the same site.
Continuing to reposition ATIour growing business. Managed working capital as a growth-oriented aerospace & defense company. 49%percent of ATI’s 2017 sales were towas 31.1% as of December 31, 2023. We ended the aerospace & defense market, led by an 11% increase in 2017 salesyear with $744 million of products for commercial aerospace jet engines, including a 35% increase in product sales for next-generation engine applications. Through recent acquisitions, alloy development, internal growth strategies, and long-term supply agreements on current and next-generation aero-engines and airframes, we are well positioned with a fully qualified asset base to meet the expected multi-year growth in demand from the commercial aerospace market. Our HPMC segment’s isothermal and hot-die forge press utilization continues to improve to meet aerospace demand growth, including new market share gains.
De-levering the balance sheet in the fourth quarter 2017 through a common stock offering. In November 2017, we issued 17 million shares of common stock at $24.00 per share before expenses, and received proceeds of $397.8 million, net of transaction costs. Proceeds from the stock offering were used to redeem all $350 million aggregate principal amount of our 9.375% Senior Notes due 2019.
Maintaining a solid liquidity position, with $142 million in cash on hand and $305 millionover $1 billion of available borrowingtotal liquidity including the undrawn capacity under our domestic asset basedasset-based lending (ABL) facility.
•In 2017,the fourth quarter, we extended the durationtransferred approximately 85% of ABL, including the $100 million ABL term loan, to 2022, and improved the funded position of the ATI Pension Plan, the Company’sour U.S. qualified defined benefit pension plan obligations and related assets to a third-party insurance company through the purchase of group annuity contracts. Under these contracts, we transferred the pension obligations and associated assets for approximately 8,200 plan participants to the selected insurance company. After these actions, our U.S. qualified defined benefit pension plan includes approximately 1,980 participants. In addition, as of December 31, 2023, our U.S. qualified defined benefit pension plan is 114% funded on a financial reporting basis. As a result, based on current actuarial assumptions, we are not anticipating any significant required cash contributions in at least the next ten years. Our consolidated net pension liability, inclusive of obligations related to our qualified and nonqualified defined benefit pension plans, was $9 million, or 97% funded on a financial reporting basis, a significant improvement compared to a $219 million liability, or 88% funded position, at January 1, 2023.
•We repurchased 2 million shares of ATI stock for $85 million in fiscal year 2023, using all the remaining $150 million and $75 million under the plans approved by our Board of Directors in fiscal years 2022 and 2023, respectively. In addition, in November 2023, our Board of Directors authorized the repurchase of an additional $150 million of ATI stock.
•In August 2023, we issued $425 million aggregate principal amount of 7.25% Senior Notes due 2030 (2030 Notes). The net proceeds from this issuance were used to fund ATI’s U.S. qualified defined benefit pension plan in order to facilitate the pension derisking strategy discussed above.
Results of Operations
Fiscal Year 2023 Compared to Fiscal Year 2022
Results for fiscal year 2023 included sales of $4.17 billion and income before tax of $295.2 million, compared to sales of $3.84 billion and income before tax of $354.6 million in fiscal year 2022. Our gross profit was $802.6 million, or 19.2% of sales, an $88 million increase compared to fiscal year 2022. Our results for fiscal year 2023 reflect a significant increase in demand for commercial aerospace products despite softness in general industrial end markets. Gross profit in fiscal year 2022 included $34 million of benefits from management actions to access available grants and other forms of COVID-19 relief available from previously-enacted U.S. legislation.
Results for fiscal year 2023 included $104.3 million of net pre-tax charges, which consisted of the following:
•$0.6 million loss on the sale of our Northbrook, IL operations.
•$35.2 million of restructuring and other charges, consisting of $11.5 million of start up costs, $14.1 million primarily for asset write-offs associated with the restructuring of our European operations and the closure of our Robinson, PA
operations, $1.9 million of costs associated with an unplanned outage at our Lockport, NY melt facility, and $7.7 million of severance-related charges primarily for the restructuring of our European operations and involuntary reductions across ATI’s domestic operations in conjunction with our continued transformation.
•$41.7 million pension settlement loss associated with actions taken as part of our pension derisking strategy. On October 17, 2023, we completed a $135voluntary cash out for term vested employees and annuity buyouts covering 8,200 U.S. qualified defined benefit pension plan participants.
•$26.8 million of pension remeasurement losses for the immediate recognition in earnings of the actuarial gains/losses from the remeasurement of the projected benefit obligation and plan assets for defined benefit pension plans in accordance with our newly adopted accounting principle. These losses are from the remeasurements of these plans in the fourth quarter of fiscal year 2023.
Results for fiscal year 2022 also included $27.9 million of net pre-tax charges which consisted of the following:
• $105.4 million in losses, net, primarily associated with the sale of the Sheffield, UK business which was sold in May 2022 for a $112.2 million loss. This loss was partially offset by a gain on the sale of our Pico Rivera, CA operations.
• $23.7 million of costs associated with restructuring and other charges, consisting of a $28.5 million charge associated with the settlement of litigation related to the 2016 idling of the Rowley, UT titanium sponge facility, partially offset by severance-related reserve reductions based on changes in planned operating rates and revised workforce estimates.
•$100.3 million of pension remeasurement gains from the annual remeasurement of these plans in the fourth quarter of fiscal year 2022.
•$0.9 million of credits associated with restructuring activities at the A&T Stainless joint venture.
All of these items discussed are excluded from segment EBITDA and are included in operating income on the consolidated statements of operations, with the exception of the pension related gains and losses in fiscal years 2023 and 2022 as well as the litigation charge and the restructuring credit for the A&T Stainless joint venture in fiscal year 2022. Operating income was $466.4 million for fiscal year 2023, compared to $316.1 million for fiscal year 2022.
Nonoperating items included $79.7 million in nonoperating retirement benefit expense in fiscal year 2023, compared to income of $138.4 million in the prior year. Nonoperating retirement benefit expense/income includes the $41.7 million pension settlement loss in fiscal year 2023, as well as a $26.8 million pension remeasurement loss and $100.3 million pension remeasurement gain in fiscal years 2023 and 2022, respectively, discussed above. Other (nonoperating) income/expense in fiscal year 2022 includes the $28.5 million litigation charge and $0.9 million of credits associated with restructuring activities at the A&T Stainless joint venture discussed above. Other (nonoperating) income/expense in fiscal year 2022 also includes a $9.9 million benefit from the A&T Stainless joint venture’s settlement of Section 232 claims, which is included in AA&S segment results.
Results in fiscal year 2023 included a $128.2 million income tax benefit. As of December 31, 2023, we determined that we were no longer in a three year cumulative loss position and a substantial portion of our income tax valuation allowances were no longer required, resulting in a $140.3 million discrete tax benefit. Results for fiscal year 2022 included $15.5 million of income tax expense, primarily attributable to the Company’s foreign operations and state income tax expense associated with states that limit net operating loss utilization. Net income attributable to ATI was $410.8 million, or $2.81 per share, in fiscal year 2023, compared to $323.5 million, or $2.23 per share, for fiscal year 2022.
Adjusted EBITDA was $634.6 million, or 15.2% of sales, for fiscal year 2023, and $612.8 million, or 16.0% of sales, for fiscal year 2022. EBITDA and Adjusted EBITDA are measures utilized by ATI that we believe are useful to investors because these measures are commonly used to analyze companies on the basis of operating performance, leverage and liquidity. Furthermore, analogous measures are used by industry analysts to evaluate operating performance. EBITDA and Adjusted EBITDA are non-GAAP measures and are not intended to represent, and should not be considered more meaningful than, or as alternatives to, a measure of operating performance as determined in accordance with U.S. generally accepted accounting principles (U.S. GAAP). We categorically define EBITDA as income from continuing operations before interest and income taxes, plus depreciation and amortization, goodwill impairment charges and debt extinguishment charges. We categorically define Adjusted EBITDA as EBITDA excluding significant non-recurring charges or credits, restructuring charges/credits, strike related costs, long-lived asset impairments, pension remeasurement gains and losses, and other postretirement/pension curtailment and settlement gains and losses. EBITDA and Adjusted EBITDA are not intended to be measures of free cash contribution. Asflow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and capital expenditures. See the Financial Condition and Liquidity section of Management’s Discussion and Analysis for a reconciliation of amounts reported under U.S. GAAP to these non-GAAP measures.
Fiscal Year 2022 Compared to Fiscal Year 2021
Results for fiscal year 2022 included sales of $3.84 billion and income before tax of $354.6 million, compared to sales of $2.80 billion and income before tax of $233.4 million in fiscal year 2021. Our gross profit in fiscal year 2022 was $714.2 million, or 18.6% of sales, a $381 million increase compared to fiscal year 2021, as the momentum in our core markets drove profitable growth across the enterprise. Results in fiscal year 2022 included $34 million of benefits from management actions to access available grants and other forms of COVID-19 relief available from previously-enacted U.S. legislation. These benefits included $17 million of a $22 million grant under the Aviation Manufacturing Jobs Protection (AMJP) program for our operations in the HPMC segment, which helped fund ongoing wage and benefit costs for a six-month period through May 2022, and $17 million in employee retention credits applicable across all of ATI’s domestic operations, largely for preserving jobs throughout the global pandemic-related economic downturn. Results for fiscal year 2022 also included $27.9 million of net pre-tax charges which consisted of the following:
•$105.4 million in losses, net, primarily associated with the sale of the Sheffield, UK business which was sold in May 2022 for a $112.2 million loss. This business is reported as part of the HPMC segment through the date of sale and had sales of $36 million and a net loss before tax of $7 million in fiscal year 2021. This loss was partially offset by a gain on the sale of our Pico Rivera, CA operations.
•$23.7 million of costs associated with restructuring and other charges, consisting of a $28.5 million charge associated with the settlement of litigation related to the 2016 idling of the Rowley, UT titanium sponge facility, partially offset by severance-related reserve reductions based on changes in planned operating rates and revised workforce estimates.
•$100.3 million of pension remeasurement gains from the annual remeasurement of these plans in the fourth quarter of fiscal year 2022.
•$0.9 million of credits associated with restructuring activities at the A&T stainless joint venture.
Results for fiscal year 2021 included $107.7 million of net pre-tax benefits which consisted of the following:
•$65.5 million debt extinguishment charge related to the redemption of our $500 million of 5.875% Senior Notes due 2023 (2023 notes).
•$63.2 million of strike-related costs arising from the 3 ½ month work stoppage by the USW, following expiration of a CBA, which began in March 2021, and predominantly impacted AA&S segment operations. A new CBA was ratified in July 2021. Strike-related costs primarily consisted of overhead costs recognized in the period due to below normal operating rates, higher costs for outside conversion activities, and signing bonuses for represented employees following CBA ratification.
•$64.9 million retirement benefit settlement gain for a plan termination that eliminated certain postretirement medical benefit liabilities as a result of the redemptionnew USW CBA.
•$13.8 million gain on the sale of our 2019 Notes and these ABL actions, we have no significant debt maturities untilFlowform Products business, which was sold for $55 million in cash in August 2021. This business is reported as part of the HPMC segment through the date of sale. Flowform Products’ sales were $26 million in fiscal year 2020.
Continuing to make capital investments to support our growth initiatives, with $123•$10.5 million of capital expendituresnet credits for restructuring and other charges, consisting of $11.3 million of restructuring credits primarily for a reduction in 2017, includingseverance-related reserves based on changes in planned operating rates and revised workforce reduction estimates, partially offset by $0.8 million for inventory valuation reserves classified in cost of sales on the previously-mentioned nickel alloy powder expansion,consolidated statement of operations.
•$147.2 million of pension remeasurement gains from the annual remeasurement of these plans in the fourth quarter of fiscal year 2021.
All of these items discussed above are excluded from segment EBITDA. The net loss on sale of the businesses in fiscal year 2022, restructuring charges/credits and strike-related costs are included in operating income on the consolidated statements of operations, which was $316.1 million for fiscal year 2022, compared to $117.6 million for fiscal year 2021.
Nonoperating items included $138.4 million in nonoperating retirement benefit income in fiscal year 2022, compared to income of $260.0 million in the prior year, reflecting the $100.3 million and $147.2 million of pension remeasurement gains in fiscal years 2022 and 2021, respectively, and the ongoing construction$64.9 million retirement benefit settlement gain in fiscal year 2021. Other (nonoperating) income/expense in fiscal year 2022 includes a $28.5 million litigation settlement charge discussed above partially offset by a $9.9 million benefit from the A&T Stainless joint venture’s settlement of our third Precision Rolled Strip manufacturing facility at our STAL joint ventureSection 232 claims, which is included in China.AA&S segment results. Other (nonoperating) income/expense in fiscal year 2021 includes a $65.5 million debt extinguishment charge and the $13.8 million gain on the sale of the Flowform Products business discussed above.
Results for fiscal year 2022 included $15.5 million of income tax expense, primarily attributable to the Company’s foreign operations and state income tax expense associated with states that limit net operating loss utilization. ATI continued to maintain a valuation allowance on its U.S. deferred tax assets in fiscal year 2022. Results for fiscal year 2021 include $26.8 million of income tax expense, primarily for $15.5 million in discrete tax effects related to the retirement benefit settlement gain. Net income attributable to ATI was $323.5 million, or $2.23 per share, in fiscal year 2022, compared to a net income attributable to ATI of $184.6 million, or $1.32 per share, for fiscal year 2021.
Adjusted EBITDA was $612.8 million, or 16.0% of sales, for fiscal year 2022, and $366.5 million, or 13.1% of sales, for fiscal year 2021. EBITDA and Adjusted EBITDA are measures utilized by ATI that we believe are useful to investors because these measures are commonly used to analyze companies on the basis of operating performance, leverage and liquidity. Furthermore, analogous measures are used by industry analysts to evaluate operating performance. EBITDA and Adjusted EBITDA are non-GAAP measures and are not intended to represent, and should not be considered more meaningful than, or as alternatives to, a measure of operating performance as determined in accordance with U.S. generally accepted accounting principles (U.S. GAAP). We categorically define EBITDA as income from continuing operations before interest and income taxes, plus depreciation and amortization, goodwill impairment charges and debt extinguishment charges. We categorically define Adjusted EBITDA as EBITDA excluding significant non-recurring charges or credits, restructuring charges/credits, strike related costs, long-lived asset impairments, pension remeasurement gains and losses, and other postretirement/pension curtailment and settlement gains and losses. EBITDA and Adjusted EBITDA are at the end of a significant, multi-year period of capital expansions, and expect our capital expendituresnot intended to be well below depreciation expensemeasures of free cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and capital expenditures. See the next several years.Financial Condition and Liquidity section of Management’s Discussion and Analysis for a reconciliation of amounts reported under U.S. GAAP to these non-GAAP measures.
OutlookResults by Business Segment
We expect continued revenue growthDuring fiscal year 2023, we operated in two business segments, HPMC and operating margin improvement in ourAA&S, and management evaluates financial results on this basis. Full fiscal year 2023 HPMC segment resulting from ongoing aerospace market demand growth and improved asset utilization. We expect 2018 HPMC segment sales growth to increase by a high single digit percentageincreased 29% compared to 2017, including double-digit sales growth infiscal year 2022, as sales to the aerospace & defense markets in the HPMC segment were 36% higher than fiscal year 2022, due to improvements in the commercial jet engineaerospace market. Our focus continues to be on operational execution, continuous improvement initiatives, and on meetingFull fiscal year 2023 AA&S sales decreased 6% reflecting softness in general industrial end markets, offset by a 24% increase in the aerospace production expansion requirements. In addition, we anticipate that the 2017 financial challenges experienced in our castings business and expenses associated with the start-up and qualification of our new nickel alloys powder facility will provide meaningful HPMC segment operating profit improvement opportunities in 2018.
We expect the FRP segment to build on the operational improvements and product mix benefits achieved in 2017 and to improve operating margins& defense markets. Full fiscal year over year, however quarterly results may be volatile due to out-of-phase raw material surcharge impacts, timing of large project orders, and competitive market conditions. We expect the production ramp-up of the planned Allegheny & Tsingshan Stainless joint venture to meaningfully benefit second half 2018 FRP results.
We expect 2018 to be another step in our continuing journey toward our goals of long-term profitable growth and consistently earning a premium to our cost of capital. Cash generation from operations will remain a key focus throughout 2018. We do not expect to pay any significant U.S. federal or state taxes in 2018 due to net operating loss carryforwards, and we intend to carefully balance our working capital and other cash needs with the pace of our capital expenditure requirements and other obligations. Following the common stock offering and redemption of our 2019 Notes, we expect 2018 interest expense to be lower by approximately $32 million versus 2017. Defined benefit pension and postretirement benefit plan expenses for 2018 are expected to be lower by approximately $19 million compared to 2017.
Results of Operations
Sales were $3.53 billion in 2017, $3.13 billion in 2016, and $3.72 billion in 2015. The 13% sales increase in 2017 includes a 21% increase in FRP sales, primarily due to higher sales to the oil & gas market, which increased over 50% from prior year levels, and stronger shipments of both high-value and standard products due to higher operating levels.2022 HPMC sales increased 7% in 2017, including42% compared to fiscal year 2021, as a 9%58% increase in sales to the aerospace and defense market which comprises over 75%sales was partially offset by a 17% decrease in sales to energy markets. Full fiscal year 2022 AA&S sales increased 33% compared to fiscal year 2021 reflecting the benefits of the sales in this segment. The 16% decrease in total 2016 ATI sales compared to 2015 was primarilytransformation and the result of 31% lower FRP sales, largely as a resultstrength of the idling of commodity stainless steel operations in January 2016aerospace and our exit from the grain-oriented electrical steel (GOES) market in April 2016.defense markets.
Segment operating profit
Total segment EBITDA was $283.4$710.2 million, or 8.0%17.0% of sales, in 2017,fiscal year 2023, compared to total segment operating profitEBITDA of $5.7$678.7 million, or 0.2%17.7% of sales, in 2016,fiscal year 2022 and a segment operating loss of $84.8$417.1 million, or (2.3)%14.9% of sales, in 2015.fiscal year 2021. Our measure of segment operating profit (loss),EBITDA, which we use to analyze the performance and results of our business segments, categorically excludes all effects of income taxes, depreciation and amortization, corporate expenses, net interest expense, closed operations and other expenses, the effects of LIFO inventory accountingcharges for goodwill and any related changes in net realizable value (NRV) inventory reserves, goodwill impairmentasset impairments, restructuring and other charges, strike-related costs, pension remeasurement gains/losses, debt extinguishment charges and restructuring costs, if any. Total revenuesgains or losses on asset sales and segment operating profit (loss)sales of businesses. Results on our two business segmentsmanagement basis of reporting were as follows (in millions):
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | December 31, | | January 1, | | January 2, |
| | | 2023 | 2023* | 2022* |
| Sales: | | | | | | |
| High Performance Materials & Components | | $ | 2,120.2 | | | $ | 1,641.2 | | | $ | 1,155.1 | |
| Advanced Alloys & Solutions | | 2,053.5 | | | 2,194.8 | | | 1,644.7 | |
| Total external sales | | $ | 4,173.7 | | | $ | 3,836.0 | | | $ | 2,799.8 | |
| | | | | | |
| EBITDA: | | | | | | |
| High Performance Materials & Components | | $ | 433.6 | | | $ | 303.4 | | | $ | 170.3 | |
| % of Sales | | 20.5 | % | | 18.5 | % | | 14.7 | % |
| Advanced Alloys & Solutions | | 276.6 | | | 375.3 | | | 246.8 | |
| % of Sales | | 13.5 | % | | 17.1 | % | | 15.0 | % |
| Total segment EBITDA | | 710.2 | | | 678.7 | | | 417.1 | |
| % of Sales | | 17.0 | % | | 17.7 | % | | 14.9 | % |
| | | | | | |
| Corporate expenses | | (62.3) | | | (60.3) | | | (53.7) | |
| Closed operations and other income (expenses) | | (13.3) | | | (5.6) | | | 3.1 | |
| Total ATI Adjusted EBITDA | | 634.6 | | | 612.8 | | | 366.5 | |
| | | | | | |
| Depreciation & amortization | | (146.1) | | | (142.9) | | | (143.9) | |
| Interest expense, net | | (92.8) | | | (87.4) | | | (96.9) | |
| Restructuring and other credits (charges) | | (31.4) | | | (23.7) | | | 10.5 | |
| Strike related costs | | — | | | — | | | (63.2) | |
| Retirement benefit settlement gain (loss) | | (41.7) | | | — | | | 64.9 | |
| Pension remeasurement gain (loss) | | (26.8) | | | 100.3 | | | 147.2 | |
| Joint venture restructuring credit | | — | | | 0.9 | | | — | |
| Debt extinguishment charge | | — | | | — | | | (65.5) | |
| Gains (losses) on asset sales and sale of business, net | | (0.6) | | | (105.4) | | | 13.8 | |
| Income before income taxes | | $ | 295.2 | | | $ | 354.6 | | | $ | 233.4 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2017 | | 2016 | | 2015 |
| | | Revenue | | Operating Profit | | Revenue | | Operating Profit (Loss) | | Revenue | | Operating
Profit (Loss) |
| High Performance Materials & Components | | $ | 2,067.4 |
| | $ | 246.4 |
| | $ | 1,930.4 |
| | $ | 168.7 |
| | $ | 1,985.9 |
| | $ | 157.1 |
|
| Flat Rolled Products | | 1,457.7 |
| | 37.0 |
| | 1,204.2 |
| | (163.0 | ) | | 1,733.7 |
| | (241.9 | ) |
| Total ATI | | $ | 3,525.1 |
| | $ | 283.4 |
| | $ | 3,134.6 |
| | $ | 5.7 |
| | $ | 3,719.6 |
| | $ | (84.8 | ) |
Business segment results in 2017 exclude a $114.4 million pre-tax goodwill impairment charge for our ATI Cast Products business, and a $37.0 million debt extinguishment charge forAs part of managing the early redemptionperformance of our 2019 Notes. Business segment results in 2016business, we focus on controlling Managed Working Capital, which we define as gross accounts receivable, short-term contract assets and gross inventories, less accounts payable and short-term contract liabilities. We exclude $538.5 million in pre-tax chargesthe effects of inventory valuation reserves and reserves for significant restructuring actions involving HPMC titanium operations and right-sizing actions acrossuncollectible accounts receivable when computing this non-GAAP performance measure, which is not intended to replace Working Capital or to be used as a measure of liquidity. We assess Managed Working Capital performance as a percentage of the FRPprior three months annualized sales to evaluate the asset intensity of our business. These restructuring charges were comprisedIn fiscal year 2023, Managed Working Capital increased to 31.1% of $471.3 million of long-lived asset impairments, primarily for the indefinitely idled Rowley, UT titanium sponge production facility, $43.0 million of facility closure costs and related inventory revaluations, and $24.2 million of severance charges and other employee benefit costs. Business segment results in 2015 exclude $347.8 million of pre-tax charges, which included a $126.6 million charge for goodwill impairment, $54.5 million of long-lived asset impairment charges, $131.5 million of net realizable value (NRV) inventory reserve charges, a $25.4 million charge to revalue non-PQ titanium sponge inventory based on current market prices, and $9.8 million of charges for severance actions and idling costs.
Pre-tax results were losses of $86.5 million in 2017, $734.0 million in 2016 and $478.0 million in 2015. The 2017 net loss attributable toannualized total ATI was $91.9 million, or $(0.83) per share,sales compared to a 2016 net loss attributable to ATI30.1% of $640.9 million, or
$(5.97) per share, and a 2015 loss attributable to ATI of $377.9 million, or $(3.53) per share. We recorded a $4.1 million tax benefitannualized sales at January 1, 2023. The Managed Working Capital increase was impacted by increased inventory levels in 2017fiscal year 2023 as a result of additional melt capacity coming on line and increased production levels. The $106.7 million increase in overall managed working capital in fiscal year 2023 is detailed in the U.S. federal tax law changestable below. Days sales outstanding, which measures actual collection timing for accounts receivable, improved by 7% as of December 31, 2023 compared to fiscal year 2022. Gross inventory turns as of December 31, 2023 remained consistent with January 1, 2023 as continued efforts to focus on operational improvements are positively impacting the inventory intensity of our business and alleviating the required investment of managed working capital in our growing business.
The computations of Managed Working Capital at December 2017,31, 2023 and we continue to maintain valuation allowances for U.S. federal and state deferred taxes. Results in 2016 and 2015 include $171.5 million and $74.5 million, respectively, of charges for income tax valuation allowances on deferred tax assets. As a result of these factors and other tax attributes, our net-of-tax losses for all periods do not reflect the typical tax benefits that would applyJanuary 1, 2023 reconciled to the pretax results.financial statement line items as computed under U.S. GAAP, were as follows.
| | | | | | | | | | | | | | |
| (In millions) | | December 31, 2023 | | January 1, 2023 |
| Accounts receivable | | $ | 625.0 | | | $ | 579.2 | |
| Short-term contract assets | | 59.1 | | | 64.1 | |
| Inventory | | 1,247.5 | | | 1,195.7 | |
| Accounts payable | | (524.8) | | | (553.3) | |
| Short-term contract liabilities | | (163.6) | | | (149.1) | |
| Subtotal | | 1,243.2 | | | 1,136.6 | |
| Allowance for doubtful accounts | | 3.2 | | | 7.7 | |
| Inventory reserves | | 75.5 | | | 70.9 | |
| Managed working capital | | $ | 1,321.9 | | | $ | 1,215.2 | |
| Annualized prior 3 months sales | | $ | 4,255.8 | | | $ | 4,041.9 | |
| Managed working capital as a % of annualized sales | | 31.1 | % | | 30.1 | % |
| December 31, 2023 change in managed working capital | | $ | 106.7 | | | |
Comparative information for our overall revenues (in millions) by end market, including divested businesses prior to sale, and their respective percentages of total revenues is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| Market | | 2023 | | 2022 | | 2021 |
| Aerospace & Defense: | | | | | | | | | | | | |
| Jet Engines- Commercial | | $ | 1,333.5 | | | 32 | % | | $ | 1,063.5 | | | 28 | % | | $ | 517.2 | | | 19 | % |
| Airframes- Commercial | | 739.4 | | | 18 | % | | 468.9 | | | 12 | % | | 262.7 | | | 9 | % |
| Defense | | 401.9 | | | 9 | % | | 341.2 | | | 9 | % | | 352.8 | | | 13 | % |
| Total Aerospace & Defense | | 2,474.8 | | | 59 | % | | 1,873.6 | | | 49 | % | | 1,132.7 | | | 41 | % |
| Energy: | | | | | | | | | | | | |
| Oil & Gas | | 414.6 | | | 10 | % | | 476.7 | | | 13 | % | | 332.3 | | | 12 | % |
| Specialty Energy | | 273.2 | | | 7 | % | | 276.6 | | | 7 | % | | 259.6 | | | 9 | % |
| Total Energy | | 687.8 | | | 17 | % | | 753.3 | | | 20 | % | | 591.9 | | | 21 | % |
| Automotive | | 210.7 | | | 5 | % | | 302.1 | | | 8 | % | | 305.1 | | | 11 | % |
| Medical | | 176.9 | | | 4 | % | | 163.1 | | | 4 | % | | 131.5 | | | 5 | % |
| Construction/Mining | | 162.9 | | | 4 | % | | 176.4 | | | 5 | % | | 122.2 | | | 4 | % |
| Electronics | | 159.9 | | | 4 | % | | 200.0 | | | 5 | % | | 215.1 | | | 8 | % |
| Food Equipment & Appliances | | 71.9 | | | 2 | % | | 158.5 | | | 4 | % | | 153.1 | | | 5 | % |
| Other | | 228.8 | | | 5 | % | | 209.0 | | | 5 | % | | 148.2 | | | 5 | % |
| Total | | $ | 4,173.7 | | | 100 | % | | $ | 3,836.0 | | | 100 | % | | $ | 2,799.8 | | | 100 | % |
|
| | | | | | | | | | | | | | | | | | | | | |
| Market | | 2017 | | 2016 | | 2015 |
| Aerospace & Defense | | $ | 1,718.1 |
| | 49 | % | | $ | 1,590.4 |
| | 51 | % | | $ | 1,514.0 |
| | 41 | % |
| Oil & Gas | | 418.2 |
| | 12 | % | | 280.8 |
| | 9 | % | | 538.0 |
| | 14 | % |
| Automotive | | 273.7 |
| | 8 | % | | 232.8 |
| | 7 | % | | 293.8 |
| | 8 | % |
| Electrical Energy | | 192.2 |
| | 5 | % | | 232.6 |
| | 7 | % | | 368.1 |
| | 10 | % |
| Medical | | 183.0 |
| | 5 | % | | 195.8 |
| | 6 | % | | 220.7 |
| | 6 | % |
| Subtotal - Key Markets | | 2,785.2 |
| | 79 | % | | 2,532.4 |
| | 80 | % | | 2,934.6 |
| | 79 | % |
| Food Equipment & Appliances | | 226.0 |
| | 6 | % | | 172.2 |
| | 6 | % | | 217.3 |
| | 6 | % |
| Construction/Mining | | 192.9 |
| | 6 | % | | 160.6 |
| | 5 | % | | 226.3 |
| | 6 | % |
| Electronics/Computers/Communication | | 151.6 |
| | 4 | % | | 109.7 |
| | 4 | % | | 126.4 |
| | 3 | % |
| Other | | 169.4 |
| | 5 | % | | 159.7 |
| | 5 | % | | 215.0 |
| | 6 | % |
| Total | | $ | 3,525.1 |
| | 100 | % | | $ | 3,134.6 |
| | 100 | % | | $ | 3,719.6 |
| | 100 | % |
Comparative information for our major high-value and standard products, including divested businesses prior to sale, based on their percentages of our total revenues is as follows. Hot-Rolling and Processing Facility (HRPF) conversion service sales in the AA&S segment are excluded from this presentation.
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| | 2023 | | 2022 | | 2021 |
| Nickel-based alloys and specialty alloys | | 49 | % | | 52 | % | | 43 | % |
| Precision forgings, castings and components | | 17 | % | | 15 | % | | 16 | % |
| Titanium and titanium-based alloys | | 17 | % | | 11 | % | | 12 | % |
| PRS products | | 10 | % | | 14 | % | | 19 | % |
| Zirconium and related alloys | | 7 | % | | 8 | % | | 10 | % |
| Total | | 100 | % | | 100 | % | | 100 | % |
Sales by geographic area (in millions), including divested businesses prior to sale, and as a percentage of total sales, were as follows:
|
| | | | | | | | | |
| For the Years Ended December 31, | | 2017 | | 2016 | | 2015 |
| High-Value Products | | | | | | |
| Nickel-based alloys and specialty alloys | | 28 | % | | 27 | % | | 28 | % |
| Precision forgings, castings and components | | 18 | % | | 18 | % | | 14 | % |
| Titanium and titanium-based alloys | | 17 | % | | 19 | % | | 17 | % |
| Precision and engineered strip | | 14 | % | | 13 | % | | 13 | % |
| Zirconium and related alloys | | 6 | % | | 8 | % | | 7 | % |
| Total High-Value Products, excluding GOES | | 83 | % | | 85 | % | | 79 | % |
| Grain-oriented electrical steel | | — | % | | 1 | % | | 4 | % |
| Total High-Value Products, including GOES | | 83 | % | | 86 | % | | 83 | % |
| Standard Products | | | | | | |
| Stainless steel sheet | | 9 | % | | 7 | % | | 8 | % |
| Specialty stainless sheet | | 4 | % | | 4 | % | | 6 | % |
| Stainless steel plate and other | | 4 | % | | 3 | % | | 3 | % |
| Total Standard Products | | 17 | % | | 14 | % | | 17 | % |
| Grand Total | | 100 | % | | 100 | % | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| | 2023 | | 2022 | | 2021 |
| United States | | $ | 2,250.8 | | | 54 | % | | $ | 2,218.6 | | | 58 | % | | $ | 1,534.9 | | | 55 | % |
| Europe | | 1,051.0 | | | 25 | % | | 785.2 | | | 20 | % | | 475.1 | | | 17 | % |
| Asia | | 591.9 | | | 14 | % | | 641.6 | | | 17 | % | | 593.8 | | | 21 | % |
| Canada | | 111.0 | | | 3 | % | | 87.4 | | | 2 | % | | 75.9 | | | 3 | % |
| Other | | 169.0 | | | 4 | % | | 103.2 | | | 3 | % | | 120.1 | | | 4 | % |
| Total sales | | $ | 4,173.7 | | | 100 | % | | $ | 3,836.0 | | | 100 | % | | $ | 2,799.8 | | | 100 | % |
Information with respect to our business segments is presented below.follows.
High Performance Materials & Components
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year | | | | Fiscal Year | | | | Fiscal Year | | |
| (In millions) | | 2023 | | % Change | | 2022 | | % Change | | 2021 | | |
| Sales to external customers | | $ | 2,120.2 | | | 29 | % | | $ | 1,641.2 | | | 42 | % | | $ | 1,155.1 | | | |
| Segment EBITDA | | $ | 433.6 | | | 43 | % | | $ | 303.4 | | | 78 | % | | $ | 170.3 | | | |
| Segment EBITDA as a percentage of sales | | 20.5 | % | | | | 18.5 | % | | | | 14.7 | % | | |
| International sales as a percentage of sales | | 56.8 | % | | | | 54.7 | % | | | | 50.5 | % | | |
|
| | | | | | | | | | | | | | | | | | |
| (In millions) | | 2017 | | % Change | | 2016 | | % Change | | 2015 |
| Sales to external customers | | $ | 2,067.4 |
| | 7 | % | | $ | 1,930.4 |
| | (3 | )% | | $ | 1,985.9 |
|
| Segment operating profit | | $ | 246.4 |
| | 46 | % | | $ | 168.7 |
| | 7 | % | | $ | 157.1 |
|
| Segment operating profit as a percentage of sales | | 11.9 | % | | | | 8.7 | % | | | | 7.9 | % |
| International sales as a percentage of sales | | 47.0 | % | | | | 45.2 | % | | | | 43.1 | % |
Our HPMC segment produces a wide range of high performance materials, including titanium and titanium-based alloys, nickel- and cobalt-based alloys and superalloys, advanced powder alloys and other specialty materials, in long product forms such as ingot, billet, bar, rod, wire, shapes and rectangles, and seamless tubes, plus precision forgings, components, and machined parts.
2017Fiscal Year 2023 Compared to 2016Fiscal Year 2022
Sales of $2.12 billion for the HPMC segment in 2017fiscal year 2023 increased 7%,29% compared to $2.07 billion.fiscal year 2022, reflecting increasing commercial aerospace demand. Sales to the commercial aerospace & defense market which is the largest end market for HPMC at 76% of total segment sales, were 9% higher. This was driven by an 11%increased 39%, reflecting a 29% increase in sales in 2017 to the commercial jet engine market, including a 35% improvementengines and 90% increase in our sales of next-generation jet engine products, compared to 2016. Construction and mining market sales were 40% higher, and sales to oil & gas market increased 37% in 2017, both from low prior year demand levels.airframe sales. Sales to the medical market declined 8% primarilyenergy markets decreased 30%, due to increased competition in MRI end uses,both lower oil and sales to the electricalgas and specialty energy market decreased 12%.sales.
Comparative information for our HPMC segment revenues (in millions) by market, the respective percentages of overall segment revenues for the
fiscal years
ended 20172023 and
2016,2022, and the percentage change in revenues by market for
2017fiscal year 2023 is as follows:
| | | | Fiscal Year | |
| Market | |
| Market | |
| Market | | 2017 | | 2016 | | Change | | 2023 | | 2022 | | Change |
| Aerospace & Defense: | | | | | | | | | | | | |
| Jet Engines | | $ | 915.2 |
| | 44 | % | | $ | 823.3 |
| | 43 | % | | $ | 91.9 |
| | 11 | % |
| Airframes | | 385.2 |
| | 19 | % | | 381.5 |
| | 20 | % | | 3.7 |
| | 1 | % |
| Government Aerospace & Defense | | 268.5 |
| | 13 | % | | 234.4 |
| | 12 | % | | 34.1 |
| | 15 | % |
| Jet Engines- Commercial | |
| Jet Engines- Commercial | |
| Jet Engines- Commercial | | | $ | 1,255.3 | | | 59 | % | | $ | 975.7 | | | 59 | % | | $ | 279.6 | | | 29 | % |
| Airframes- Commercial | | Airframes- Commercial | | 350.6 | | | 17 | % | | 184.1 | | | 11 | % | | 166.5 | | | 90 | % |
| Defense | | Defense | | 181.0 | | | 8 | % | | 158.2 | | | 10 | % | | 22.8 | | | 14 | % |
| Total Aerospace & Defense | | 1,568.9 |
| | 76 | % | | 1,439.2 |
| | 75 | % | | 129.7 |
| | 9 | % | Total Aerospace & Defense | | 1,786.9 | | | 84 | | 84 | % | | 1,318.0 | | | 80 | | 80 | % | | 468.9 | | | 36 | | 36 | % |
| Energy: | |
| Oil & Gas | |
| Oil & Gas | |
| Oil & Gas | | | 10.6 | | | 1 | % | | 35.0 | | | 2 | % | | (24.4) | | | (70) | % |
| Specialty Energy | | Specialty Energy | | 93.9 | | | 4 | % | | 113.6 | | | 7 | % | | (19.7) | | | (17) | % |
| Total Energy | | Total Energy | | 104.5 | | | 5 | % | | 148.6 | | | 9 | % | | (44.1) | | | (30) | % |
| Medical | | 170.4 |
| | 8 | % | | 185.3 |
| | 10 | % | | (14.9 | ) | | (8 | )% | Medical | | 102.6 | | | 5 | | 5 | % | | 73.2 | | | 4 | | 4 | % | | 29.4 | | | 40 | | 40 | % |
| Electrical Energy | | 113.1 |
| | 6 | % | | 129.1 |
| | 7 | % | | (16.0 | ) | | (12 | )% |
| Oil & Gas | | 63.9 |
| | 3 | % | | 46.5 |
| | 2 | % | | 17.4 |
| | 37 | % |
| Construction/Mining | | 51.3 |
| | 2 | % | | 36.7 |
| | 2 | % | | 14.6 |
| | 40 | % | Construction/Mining | | 35.0 | | | 2 | | 2 | % | | 34.1 | | | 2 | | 2 | % | | 0.9 | | | 3 | | 3 | % |
| Other | | 99.8 |
| | 5 | % | | 93.6 |
| | 4 | % | | 6.2 |
| | 7 | % | Other | | 91.2 | | | 4 | | 4 | % | | 67.3 | | | 5 | | 5 | % | | 23.9 | | | 36 | | 36 | % |
| Total | | $ | 2,067.4 |
| | 100 | % | | $ | 1,930.4 |
| | 100 | % | | $ | 137.0 |
| | 7 | % | Total | | $ | 2,120.2 | | | 100 | | 100 | % | | $ | 1,641.2 | | | 100 | | 100 | % | | $ | 479.0 | | | 29 | | 29 | % |
Over the past several years, we have entered into long-term agreements (LTAs)
We utilize LTAs for our specialty materials, including powders, parts and components, with certain of our customers, for our specialty materials, in the form of mill products, powders, parts and components,including several aerospace market OEMs, to reduce their supply uncertainty, including severaluncertainty. These LTAs, with aerospace market OEMs. These LTAswhich are expected to drive HPMC’s growth trajectory for the next several years, and are for the salecover sales of ATI’s specialty materials, that are required forparts and components used in both next-generation and legacy aircraft platforms, andincluding jet engines. Our LTAs include a titanium products supply agreement for aircraft airframes and structural components with The Boeing Company (Boeing), which extends into the next decade.was extended in fiscal year 2021. This LTA covers value-added titanium mill products and provides opportunity for greater use of ATI’s next generation and advanced titanium alloys in both long product and flat-rolled product forms, including highly engineered titanium cast and forged products.forms. The agreement includes both long-product forms that are manufactured within the HPMC segment, and a significant amount of plate products that are manufactured utilizing assets of both the HPMC and FRPAA&S segments. Revenues and profits associated with these titanium products covered by the Boeing long-term agreementLTA are included primarily in the results for the HPMC segment.
We also have LTAs with GE Aviation for theand Snecma (Safran) to supply of premium titanium alloys, nickel-based alloys, and vacuum-melted specialty alloys products for commercial and military jet engine applications and with Snecma (Safran) for the supply of premium titanium alloys, nickel-based alloys, vacuum melted specialty alloys, and titanium investment castings for commercial and military jet engine applications. In addition, we have LTAs with Rolls-Royce plc for the supply of nickel-based superalloy disc-quality mill products and precision forgings and castings for commercial jet engine applications. In 2017, we entered into a new LTA with United Technologies Corporation to supply its Pratt & Whitney subsidiaries with isothermal forgings and powder alloys for next-generation jet engines, as well as for structural components for airframe applications. We also supply products to other important parts of the aviation market such as helicopters and rotary engine fixed wing aircraft.
The commercial aerospace market is transitioning to the next generation of single aisle and large twin aisle aircraft, and next-generation jet engines. New airframe designs contain a larger percentage of titanium alloys, and the jet engines that power them use newer nickel-based alloys and titanium-based alloys, in both cases for improved performance and more economical operating costs, compared to legacy airframe and engine designs. Boeing and Airbus continue to have multi-year backlogs of orders for both legacy models and next-generation aircraft, and there are over 26,00028,000 jet engines with firm orders (Aero Engine News, February 2018)December 2023). Both Boeing and Airbus have implemented production increases, and announced additional production increases over the next several years, which is expected to positively impact the demand for titanium-based alloys, nickel-based alloys and superalloys for jet engine and airframe applications. Due to manufacturing cycle times, demand for our specialty materials leads the deliveries of new aircraftaircrafts by approximately 6 to 12 months.
Our 2017 HPMC results reflect this demand growth, as the next-generation of aircraft and engines use significantly more of the products we make. Sales of differentiated nickel-based superalloy mill products increased 35% in 2017 compared to 2016.
Use of these newer materials, particularly for jet engine applications, is expected to continue to increase for several years, with strong growth expected in powder metal alloys, including increased usage of isothermaliso-thermal forging and additive manufacturing production processes.
Additionally, new entrants to the commercial jet aircraft market for single aisle and regional jets are expected to increase demand for titanium- and nickel-based alloys over the next few years. In addition, as our specialty materials are used in rotating components of jet engines, demand for our products for spare parts is impacted by aircraft flight activity and engine refurbishment requirements of U.S. and foreign aviation regulatory authorities. As the number of aircraft in service increases, the need for our materials associated with engine refurbishment is expected to increase.
Our HPMC segment produces, converts and distributes a wide range of high performance materials, including titanium and titanium-based alloys, nickel- and cobalt-based alloys and superalloys, zirconium and related alloys including hafnium and niobium, advanced powder alloys and other specialty materials, in long product forms such as ingot, billet, bar, rod, wire, shapes and rectangles, and seamless tubes, plus precision forgings, castings, components, and machined parts.
Precision forgings, castings and components sales increased 17% in 2017, reflecting improved commercial aerospace demand. Sales of nickel-based alloys increased 14% compared to 2016, while sales of titanium mill products were 6% lower in 2017.
Comparative information for
the segment’sHPMC’s major product categories based on their percentages of
2017 and 2016 segment revenuesthe segment’s overall revenue is as follows:
| | | For the Years Ended December 31, | | 2017 | | 2016 |
| | Fiscal Year | | | | Fiscal Year |
| | 2023 | | | | 2023 | | 2022 |
| High-Value Products | | | | |
| Nickel-based alloys and specialty alloys | |
| Nickel-based alloys and specialty alloys | |
| Nickel-based alloys and specialty alloys | | | 44 | % | | 49 | % |
| Precision forgings, castings and components | | 32 | % | | 29 | % | Precision forgings, castings and components | | 33 | % | | 34 | % |
| Nickel-based alloys and specialty alloys | | 31 | % | | 29 | % |
| Titanium and titanium-based alloys | | 26 | % | | 29 | % | Titanium and titanium-based alloys | | 22 | % | | 17 | % |
| Zirconium and related alloys | | 11 | % | | 13 | % |
| PRS products | | PRS products | | 1 | % | | — | % |
| Total High-Value Products | | 100 | % | | 100 | % | Total High-Value Products | | 100 | % | | 100 | % |
HPMC segment operating profitEBITDA for 2017fiscal year 2023 increased 46%43% to $433.6 million, or 20.5% of sales, compared to 2016, to $246.4$303.4 million, or 12%18.5% of sales, reflecting higher productivity from increasing aerospace & defense sales, a richer mix of products for next-generation jet engines, which represented 39% of HPMC jet engine product sales in 2017, and the benefit of our 2016 titanium operations restructuring activities, including the Rowley, UT titanium sponge operations idling. Through the fourth quarter of 2017, where HPMC segment operating profit was 12.7% of sales, the HPMC segment has achieved six quarters of improvement in segment operating margin of 140 basis points or greater versus the priorfiscal year quarter. Segment results for 2016 included $5.3 million of non-recurring work stoppage and return to work costs for represented employees at two HPMC facilities.
HPMC segment results exclude the Rowley, UT titanium sponge operations beginning with the third quarter 2016. During 2016, we completed significant restructuring actions involving certain titanium manufacturing operations2022. Strength in the HPMC segment which are excludedcontinues to be driven by increased volumes on higher margin next-generation commercial aerospace platforms. Results in fiscal year 2022 include $27.5 million of benefits from segment results. These actionsthe AMJP program and employee retention credits.
HPMC results for fiscal year 2023, which included the indefinite idlinghighest quarterly EBITDA margins in the third quarter of fiscal year 2023 since prior to the Rowley, UT titanium spongeCOVID-19 pandemic, reflect improving operating leverage from higher production facility, as wellvolumes as the closure of a small unprofitable titanium wire production facility in Frackville, PA, and the idling of certain titanium manufacturing operations in Albany, OR.
We anticipate significant industry demand growth for advanced powder materials required to satisfy expanding aerospace and defense market production requirements, and for emerging additive manufacturingmarkets continue to grow. We are seeing an ongoing improvement in demand in many of parts and components. To proactively meet this growing demand for complex powder alloy products, ATI designed and built an all-new nickel and super alloy powder production facility in North Carolina, which is in the final stages of industry and customer qualifications. HPMC 2017 results include $8 million of start-up costs for this facility. We recently announced an expansion of our titanium alloys powder production capabilities at the same North Carolina site, which is expected to be completed in early 2019. Additionally, in July 2017, we formed Next Gen Alloys, a joint venture with GE Aviation, for the development of a new meltless titanium alloy powder manufacturing process that eliminates the traditional melt step used prior to converting base material to powder form. The JV will construct a new R&D pilot production facility to focus on increasing the scale of this GE-developed manufacturing process.
Competition continues to be very strong across most key end markets, particularly withinmost notably in commercial aerospace. Increasing demand for travel benefits ATI, and we believe we are well positioned to capture this growth in the aerospace & defense, oil & gas,future. We are investing in additional capacity to meet growing demand, including our recently announced expansion in Richland, Washington, so that we are well-positioned to capitalize on market opportunities. We also continue to invest and medicaladjust work-flow processes to de-bottleneck our critical operations. As we closed out fiscal year 2023, backlog and customer agreements continued to build, putting this segment in a position to grow in fiscal year 2024 as we continue to deliver through LTAs and emergent market supply chains.opportunities. We believe that our HPMC segment is very well-positioned for profitable growth from the ramp in commercial aerospace demand, especially in the next-generation jet engine platforms. Our HPMC segment is expected to continue sustained profitable growth, supported by long-term agreements thatplatforms where LTAs provide significant growth and share gains for ATI on next-generation airplanes and the jet engines that power them. We have sufficient available capacity for the forecasted growth in aerospace demand over the next several years, as well as the ability to meet higher demand for products to other key end markets such as oil & gas and electrical energy, when conditions for these markets improve.
2016Fiscal Year 2022 Compared to 2015Fiscal Year 2021
Sales of $1.64 billion for the HPMC segment in 2016 decreased 3%, to $1.93 billion,fiscal year 2022 increased 42% compared to 2015.fiscal year 2021. Sales to the aerospace & defense market,markets, which is the largest end market forwere 80% of fiscal year 2022 HPMC at 75% of total segment sales, in 2016, were 5%58% higher, in 2016 compared to 2015, driven by a 16%reflecting an 89% increase in commercial aerospace sales, partially offset by a 29% decrease in defense sales. Sales of next generation jet engine sales. However, otherproducts represented 54% of total fiscal year 2022 HPMC end markets continued to have weak demandjet engine product sales and were 131% higher than fiscal year 2021 levels. In May 2022, we sold our Sheffield, UK operations, which included facilities for melting and re-melting, machining and bar mill operations, and had $36 million in 2016, with lower year-over-year sales. Sales tosales in fiscal year 2021. This business was reported as part of the oil & gas market declined 57% in 2016 compared to 2015, asHPMC segment through the continuing impactdate of low oil prices led to reduced demand for products to this market throughout the year.sale.
Comparative information for our HPMC segment revenues (in millions) by market, the respective percentages of overall segment revenues for the fiscal years ended 20162022 and 2015,2021, and the percentage change in revenues by market for 2016fiscal year 2022 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year | | | | |
| Market | | 2022 | | 2021 | | Change |
| Aerospace & Defense: | | | | | | | | | | | | |
| Jet Engines- Commercial | | $ | 975.7 | | | 59 | % | | $ | 480.9 | | | 42 | % | | $ | 494.8 | | | 103 | % |
| Airframes- Commercial | | 184.1 | | | 11 | % | | 132.8 | | | 11 | % | | 51.3 | | | 39 | % |
| Defense | | 158.2 | | | 10 | % | | 221.8 | | | 19 | % | | (63.6) | | | (29) | % |
| Total Aerospace & Defense | | 1,318.0 | | | 80 | % | | 835.5 | | | 72 | % | | 482.5 | | | 58 | % |
| Energy: | | | | | | | | | | | | |
| Oil & Gas | | 35.0 | | | 2 | % | | 42.2 | | | 3 | % | | (7.2) | | | (17) | % |
| Specialty Energy | | 113.6 | | | 7 | % | | 136.1 | | | 12 | % | | (22.5) | | | (17) | % |
| Total Energy | | 148.6 | | | 9 | % | | 178.3 | | | 15 | % | | (29.7) | | | (17) | % |
| Medical | | 73.2 | | | 4 | % | | 60.3 | | | 5 | % | | 12.9 | | | 21 | % |
| Construction/Mining | | 34.1 | | | 2 | % | | 24.0 | | | 2 | % | | 10.1 | | | 42 | % |
| Other | | 67.3 | | | 5 | % | | 57.0 | | | 6 | % | | 10.3 | | | 18 | % |
| Total | | $ | 1,641.2 | | | 100 | % | | $ | 1,155.1 | | | 100 | % | | $ | 486.1 | | | 42 | % |
|
| | | | | | | | | | | | | | | | | | | | | |
| Market | | 2016 | | 2015 | | Change |
| Aerospace & Defense: | | | | | | | | | | | | |
| Jet Engines | | $ | 823.3 |
| | 43 | % | | $ | 709.6 |
| | 36 | % | | $ | 113.7 |
| | 16 | % |
| Airframes | | 367.8 |
| | 19 | % | | 379.5 |
| | 19 | % | | (11.7 | ) | | (3 | )% |
| Government Aerospace & Defense | | 248.1 |
| | 13 | % | | 276.8 |
| | 14 | % | | (28.7 | ) | | (10 | )% |
| Total Aerospace & Defense | | 1,439.2 |
| | 75 | % | | 1,365.9 |
| | 69 | % | | 73.3 |
| | 5 | % |
| Medical | | 185.3 |
| | 10 | % | | 208.1 |
| | 10 | % | | (22.8 | ) | | (11 | )% |
| Electrical Energy | | 129.1 |
| | 7 | % | | 135.8 |
| | 7 | % | | (6.7 | ) | | (5 | )% |
| Oil & Gas | | 46.5 |
| | 2 | % | | 108.6 |
| | 5 | % | | (62.1 | ) | | (57 | )% |
| Construction/Mining | | 36.7 |
| | 2 | % | | 46.7 |
| | 2 | % | | (10.0 | ) | | (21 | )% |
| Other | | 93.6 |
| | 4 | % | | 120.8 |
| | 7 | % | | (27.2 | ) | | (23 | )% |
| Total | | $ | 1,930.4 |
| | 100 | % | | $ | 1,985.9 |
| | 100 | % | | $ | (55.5 | ) | | (3 | )% |
Our 2016 HPMC results reflect the transition of the commercial aerospace market to the next generation of single aisle and large twin aisle aircraft, and next-generation jet engines, as the next-generation of aircraft and engines use significantly more of the products we make. Sales of differentiated nickel-based superalloy mill products increased 55% in 2016 compared to 2015, including both external sales and intercompany sales to our forging operations.
Precision forgings, castings and components sales increased 9% in 2016 compared to 2015, reflecting improved commercial aerospace demand. Sales of nickel-based alloys and specialty alloys mill products decreased 8% in 2016 compared to 2015, as lower sales of legacy commercial engine alloys and lower demand from other key end markets, particularly oil & gas, offsetting stronger sales of differentiated nickel-based alloys. Sales of titanium mill products were 4% lower in 2016 compared to 2015. Comparative information for the segment’sHPMC’s major product categories based on their percentages of 2016 and 2015 segment revenuesthe segment’s overall revenue is as follows:
| | | | | | | | | | | | | | |
| | Fiscal Year |
| | 2022 | | 2021 |
| High-Value Products | | | | |
| Nickel-based alloys and specialty alloys | | 49 | % | | 43 | % |
| Precision forgings, castings and components | | 34 | % | | 38 | % |
| Titanium and titanium-based alloys | | 17 | % | | 19 | % |
| Total High-Value Products | | 100 | % | | 100 | % |
|
| | | | | | |
| For the Years Ended December 31, |
| 2016 |
| 2015 |
| High-Value Products |
|
|
|
|
| Nickel-based alloys and specialty alloys |
| 29 | % |
| 31 | % |
| Titanium and titanium-based alloys |
| 29 | % |
| 30 | % |
| Precision forgings, castings and components |
| 29 | % |
| 26 | % |
| Zirconium and related alloys |
| 13 | % |
| 13 | % |
| Total High-Value Products |
| 100 | % |
| 100 | % |
HPMC segment operating profitEBITDA for 2016fiscal year 2022 increased 7%78% to $303.4 million, or 18.5% of sales, compared to 2015, to $168.7$170.3 million, or 8.7%14.7% of sales, due primarily toin fiscal year 2021, reflecting an improved utilization of our production assets from higher aerospace demand, as well as theproduct mix and benefits from our restructuring activities. HPMC segment results exclude the Rowley, UT titanium sponge operations beginningincreased operating levels. Stronger operating margins reflect higher sales of next-generation jet engine products and higher facility utilization levels. HPMC’s full fiscal year 2022 sales associated with the third quarter 2016next-generation platforms were in line with the announcement of the indefinite idling of titanium production at Rowley. Segment operating profitfull fiscal year 2019 deliveries. Results in 2016 includes approximately $5fiscal year 2022 include $27.5 million of higher retirement benefit expense compared to 2015, due primarily to lower pension plan assets, as well as $5.3 million of non-recurring work stoppagebenefits from the AMJP program and return to workemployee retention credits, partially offset by labor and other costs related to a new labor agreement that was concluded in March 2016. Results in both 2016 and 2015ramp readiness. Strike-related costs of $3.5 million were also negatively impacted by the strategic decision to use ATI-produced titanium sponge rather than lower cost titanium scrap to manufacture certain titanium products.
excluded from HPMC fiscal year 2021 results.
Flat Rolled Products
Advanced Alloys & Solutions | | | | Fiscal Year | | | | Fiscal Year | | | | Fiscal Year |
| (In millions) | | 2017 | | % Change | | 2016 | | % Change | | 2015 | (In millions) | | 2023 | | % Change | | 2022 | | % Change | | 2021 |
| Sales to external customers | | $ | 1,457.7 |
| | 21 | % | | $ | 1,204.2 |
| | (31 | )% | | $ | 1,733.7 |
|
| Segment operating profit (loss) | | $ | 37.0 |
| | 123 | % | | $ | (163.0 | ) | | 33 | % | | $ | (241.9 | ) |
| Segment operating profit (loss) as a percentage of sales | | 2.5 | % | | | | (13.5 | )% | | | | (14.0 | )% |
| Segment EBITDA | |
| Segment EBITDA as a percentage of sales | | Segment EBITDA as a percentage of sales | | 13.5 | % | | | | 17.1 | % | | | | 15.0 | % |
| International sales as a percentage of sales | | 33.2 | % | | | | 33.6 | % | | | | 41.5 | % | International sales as a percentage of sales | | 35.0 | % | | | | 32.8 | % | | | | 41.4 | % |
2017Fiscal Year 2023 Compared to 2016Fiscal Year 2022
Sales of $2.05 billion for the FRPAA&S segment in 2017 increased 21%fiscal year 2023 decreased 6% compared to 2016, to $1.46 billion, primarily due to higher shipment volume and selling prices for both standard stainless products and high-value products.fiscal year 2022, reflecting softness in general industrial end markets. Sales to the oilaerospace & gas market were 51% higher primarilydefense markets increased 24%, with a 25% increase in sales of commercial aerospace products, due to project-baseda significant increase in commercial airframe demand for chemical and hydrocarbon processing projects, and sales to the automotive market were 18% higher. Sales to the electrical energy market declined 23%. Prior year results also include a partial year of sales of unprofitable GOES products and certain commodity standard stainless steel sheet products prior to the idling of the Bagdad, PA and Midland, PA operations.various flat-rolled product forms.
The FRP segment has undergone significant restructuring to refocus the business to a higher value product mix, and to right-size the operating footprint and cost structure to meet very competitive business conditions, from both domestic and international producers of flat-rolled stainless steel and other specialty metals. These actions included the 2016 idling and ultimate closure of the commodity stainless operations at the Midland, PA facility, and the GOES operations, including the Bagdad, PA finishing facility. Closure-related costs and employee benefit costs of $12.8 million were recognized in the fourth quarter of 2016 from these closure actions, which are excluded from 2016 FRP segment results. Severance charges of $11.8 million for reductions of over 250 employees, or approximately one-third of the ATI Flat Rolled Products salaried workforce, were also excluded from 2016 FRP segment results.
FRP shipments of titanium and ATI-produced Uniti joint venture titanium products increased 42% compared to 2016, to 5.7 million pounds, reflecting stronger project-based demand in industrial markets. Sales of high-value products, excluding GOES, were 20% higher compared to 2016, and sales of standard products were 32% higher compared to 2016, led by a 38% increase in specialty stainless sheet products.
Comparative information for our Flat Rolled ProductsAA&S segment revenues (in millions) by market, the respective percentages of overall segment revenues, for the fiscal years ended 20172023 and 2016,2022, and the percentage change in revenues by market for 2017fiscal year 2023 is as follows: | | | Fiscal Year | |
| Market | |
| Market | |
| Market | | | 2023 | | 2022 | | Change |
| | | Market | | 2017 | | 2016 | | Change |
| | Aerospace & Defense: | |
| | Aerospace & Defense: | |
| | Aerospace & Defense: | |
| Jet Engines- Commercial | |
| Jet Engines- Commercial | |
| Jet Engines- Commercial | | | 78.2 | | | 4 | % | | 87.8 | | | 4 | % | | (9.6) | | | (11) | % |
| Airframes- Commercial | | Airframes- Commercial | | 388.8 | | | 19 | % | | 284.8 | | | 13 | % | | 104.0 | | | 37 | % |
| Defense | | Defense | | 220.9 | | | 11 | % | | 183.0 | | | 8 | % | | 37.9 | | | 21 | % |
| Total Aerospace & Defense | | Total Aerospace & Defense | | 687.9 | | | 34 | % | | 555.6 | | | 25 | % | | 132.3 | | | 24 | % |
| Energy: | |
| Oil & Gas | | $ | 354.5 |
| | 24 | % | | $ | 234.4 |
| | 19 | % | | $ | 120.1 |
| | 51 | % |
| Oil & Gas | |
| Oil & Gas | | | 404.0 | | | 20 | % | | 441.7 | | | 20 | % | | (37.7) | | | (9) | % |
| Specialty Energy | | Specialty Energy | | 179.3 | | | 8 | % | | 163.0 | | | 8 | % | | 16.3 | | | 10 | % |
| Total Energy | | Total Energy | | 583.3 | | | 28 | % | | 604.7 | | | 28 | % | | (21.4) | | | (4) | % |
| Automotive | | 264.9 |
| | 18 | % | | 225.2 |
| | 19 | % | | 39.7 |
| | 18 | % | Automotive | | 186.1 | | | 9 | | 9 | % | | 290.9 | | | 13 | | 13 | % | | (104.8) | | | (36) | | (36) | % |
| Electronics | | Electronics | | 156.8 | | | 8 | % | | 197.6 | | | 9 | % | | (40.8) | | | (21) | % |
| Construction/Mining | | Construction/Mining | | 127.9 | | | 6 | % | | 142.3 | | | 7 | % | | (14.4) | | | (10) | % |
| Medical | | Medical | | 74.3 | | | 4 | % | | 89.9 | | | 4 | % | | (15.6) | | | (17) | % |
| Food Equipment & Appliances | | 224.8 |
| | 15 | % | | 170.5 |
| | 14 | % | | 54.3 |
| | 32 | % | Food Equipment & Appliances | | 71.9 | | | 3 | | 3 | % | | 158.3 | | | 7 | | 7 | % | | (86.4) | | | (55) | | (55) | % |
| Aerospace & Defense | | 149.1 |
| | 10 | % | | 151.2 |
| | 13 | % | | (2.1 | ) | | (1 | )% |
| Electronics/Computers/Communication | | 147.2 |
| | 10 | % | | 106.3 |
| | 9 | % | | 40.9 |
| | 38 | % |
| Construction/Mining | | 141.8 |
| | 10 | % | | 124.0 |
| | 10 | % | | 17.8 |
| | 14 | % |
| Electrical Energy | | 79.2 |
| | 6 | % | | 103.5 |
| | 9 | % | | (24.3 | ) | | (23 | )% |
| Other | | 96.2 |
| | 7 | % | | 89.1 |
| | 7 | % | | 7.1 |
| | 8 | % | Other | | 165.3 | | | 8 | | 8 | % | | 155.5 | | | 7 | | 7 | % | | 9.8 | | | 6 | | 6 | % |
| Total | | $ | 1,457.7 |
| | 100 | % | | $ | 1,204.2 |
| | 100 | % | | $ | 253.5 |
| | 21 | % | Total | | $ | 2,053.5 | | | 100 | | 100 | % | | $ | 2,194.8 | | | 100 | | 100 | % | | $ | (141.3) | | | (6) | | (6) | % |
Our FRPAA&S segment produces convertszirconium and distributes stainless steel,related alloys including hafnium and niobium, nickel-based alloys, specialty alloys, and titanium and titanium-based alloys, and specialty alloys in a variety of product forms including plate, sheet, engineered strip, and Precision Rolled StripPRS products. AA&S also provides hot-rolling conversion services at its HRPF, including carbon steel products under several LTAs.
Comparative information for the Flat Rolled ProductsAA&S segment’s major product categories, based on their percentages of 2017 and 2016 segment revenues is as follows: |
| | | | | | |
| For the Years Ended December 31, | | 2017 | | 2016 |
| High-Value Products | | | | |
| Precision and engineered strip | | 34 | % | | 35 | % |
| Nickel-based alloys and specialty alloys | | 24 | % | | 25 | % |
| Titanium and titanium-based alloys | | 5 | % | | 4 | % |
| Total High-Value Products, excluding GOES | | 63 | % | | 64 | % |
| Grain-oriented electrical steel | | — | % | | 2 | % |
| Total High-Value Products, including GOES | | 63 | % | | 66 | % |
| Standard Products | | | | |
| Stainless steel sheet | | 21 | % | | 19 | % |
| Specialty stainless sheet | | 12 | % | | 10 | % |
| Stainless steel plate | | 4 | % | | 5 | % |
| Total Standard Products | | 37 | % | | 34 | % |
| Grand Total | | 100 | % | | 100 | % |
Comparative shipment volume and average selling price information on the segment’s products for the years ended December 31, 2017 and 2016, excluding GOES from high-value products from both periods, is providedrevenue are presented in the following table:table. HRPF conversion service sales are excluded from this presentation.
| | | | | | | | | | | | | | |
| | Fiscal Year |
| | 2023 | | 2022 |
| Nickel-based alloys and specialty alloys | | 54 | % | | 54 | % |
| PRS products | | 19 | % | | 25 | % |
| Zirconium and related alloys | | 15 | % | | 14 | % |
| Titanium and titanium-based alloys | | 12 | % | | 7 | % |
| | | | |
| Total | | 100 | % | | 100 | % |
|
| | | | | | | | | |
| | | 2017 | | 2016 | | % change |
| Volume (000’s pounds): | | | | | | |
| High-Value | | 323,391 |
| | 293,589 |
| | 10 | % |
| Standard | | 446,542 |
| | 385,010 |
| | 16 | % |
| Total | | 769,933 |
| | 678,599 |
| | 13 | % |
| Average prices (per lb.): | | | | | | |
| High-Value | | $2.81 | | $2.59 | | 8 | % |
| Standard | | $1.21 | | $1.06 | | 14 | % |
| Combined Average | | $1.88 | | $1.72 | | 9 | % |
Segment operating profit in 2017EBITDA was $37.0$276.6 million, or 2.5%13.5% of sales, compared to a 26% decrease from segment operating lossEBITDA of $163.0$375.3 million, or (13.5)%17.1% of sales, in 2016. The substantial improvement in operating results, which was the first profitablefiscal year since 2012, primarily reflects the benefits of higher operating levels, a greater2022. A stronger mix of high-valuetitanium mill products was offset by weaker demand for PRS products and the benefits of cost reductions and restructuring actions, including the exit from the GOES market and the de-emphasis of certain commodity standard stainless sheet products, as discussed above. Segment operating results in 2017 also included approximately $14 million in lowerhigher retirement benefit expense, which contributed to the margin decline year over year. The fiscal year 2022 segment EBITDA includes a $9.9 million benefit from defined benefit plans compared to 2016, primarily due to lower defined benefit pension costs asthe A&T Stainless joint venture’s settlement of Section 232 tariff claims and $6.8 million of employee retention credits.
With the AA&S business transformation and footprint consolidation complete, we believe we are well positioned for future growth. We expect margin expansion for this segment in fiscal year 2024 with a resultricher sales mix, recovery in industrial demand and improving operating performance. Sales of pension plan contributions, as well as from lower defined benefit retiree medical plan costs that were the result of changes achievedcommercial airframe flat-form products in the 2016 labor agreement. Segment operating resultsAA&S segment are projected to increase over the longer term due in 2016 were primarily driven by lower shipment volumes and selling prices, and also included $43.5 million of costs associated withpart to the work stoppage and return-to-work of represented employees.
In November 2017, we announced the creation of Allegheny & Tsingshan Stainless, a 50-50 joint venture between ATI and an affiliate companyrepositioning of the Tsingshan Group (Tsingshan)commercial aerospace supply chain in response to manufacture 60” wide stainless sheet, which is expected to be formedthe Russia/Ukraine conflict. With our titanium melt shop in Albany, Oregon fully operational in the firstthird quarter of 2018 after receiving regulatory clearances. This joint venture will utilize Tsingshan-supplied stainless steel slabs from its vertically integrated operations in Indonesia. The Tsingshan-supplied stainless steel slabs will be hot-rolled into coilsfiscal year 2023, we are well positioned to capitalize on the FRP segment’s HRPF under a conversion agreement.aerospace ramp. The hot-rolled coils will be finished into stainless steel sheet using ATI’s previously-idled Direct Roll Anneal and Pickle (DRAP) productionmodest investment to restart this facility in Midland, PA, which is ATI’s major investmentAlbany, Oregon has helped significantly expand our titanium melt capacity. With customer commitments for ATI titanium being so strong, we are continuing to invest in the joint venture.additional capacity at this facility, bringing online a fourth furnace. We expectare on-track to steadily improve theramp capacity utilization of the HRPF as the joint venture ramps up operations.
2016 Compared to 2015
Sales for the FRP segment in 2016 decreased 31% compared to 2015, to $1.20 billion, as our change in market focus to value, not volume, resulted in our exit from the GOES market in April 2016 and the de-emphasis of certain commodity stainless steel sheet products, lowering sales of these products significantly. Sales were lower across nearly all major end markets in 2016, due primarily to lower shipment volumes. Lower average selling prices also impacted 2016 results compared to 2015, as low raw material surcharges included in transaction prices continued throughout 2016 from low year-end 2015 levels whereas 2015 average selling prices declined during the year due to falling raw material surcharges and competitive market conditions.
In the fourth quarter 2015, due to the challenging business conditions for standard stainless steel products and grain-oriented electrical steel (GOES), we announced actions to return the FRP business to profitability. These actions included the 2016 idling of the commodity stainless steel operations at the Midland, PA facility, and the idling of GOES operations, including the Bagdad, PA finishing facility. Charges of $54.5 million for long-lived asset impairments associated with these actions were excluded from 2015 segment results. In October 2016, we concluded that the Midland and Bagdad facilities could not be operated at an acceptable rate of return, and we announced that these operations would be closed. Closure-related costs and employee benefit costs of $12.8 million were recognized in the fourth quarter of 2016 from these closure actions, which are excluded from 2016 FRP segment results. Severance charges of $11.8 million for reductions of over 250 employees, or approximately one-third of the ATI Flat Rolled Products salaried workforce, were also excluded from 2016 FRP segment results.
Sales to the oil & gas market, which remains the segment’s largest end market, continued at lower levels in 2016, whereas demand remained goodfurnace in the first half of 2015 as we completedfiscal year 2024, reaching a large nickel plate project, but then declined significantlyfull run-rate in the second half of that year. Demandfiscal year 2024. We continue to right-size our costs to offset the demand softness in markets other than aerospace & defense. While
availability of raw materials for our flat-rolledmelting processes remains adequate during the ongoing Russia/Ukraine conflict, changes in raw material prices may cause variability in profit margins based on the timing of index pricing mechanisms.
Fiscal Year 2022 Compared to Fiscal Year 2021
Sales of $2.19 billion for the AA&S segment in fiscal year 2022 increased 33% compared to fiscal year 2021. The fiscal year 2021 period included impacts from a labor strike that ended in mid-July 2021, which reduced sales in that period. The segment had increased sales to almost all end markets, including an 87% increase in aerospace & defense market sales. In July 2022, ATI announced a new LTA with GKN Aerospace for titanium sheet and plate products remained at low levels in 2016 for chemicalcommercial and hydrocarbon processing projects, with shipmentsmilitary airframes. Energy markets sales also increased 46% for both specialty energy and oil & gas applications. Fiscal year 2022 sales of nickel based alloys and specialty steels increased by 67% compared to fiscal year 2021. Additionally, fiscal year 2022 sales of titanium and ATI-produced Uniti joint venture titanium products decreasing 31% in 2016titanium-based alloys increased by 41% compared to 2015, to 4.1 million pounds, which followed a 40% decline in 2015. Sales of high-value products, excluding GOES, were 23% lower in 2016 compared to 2015, and sales of standard products were 32% lower in 2016, compared to 2015, led by a 45% decline in specialty stainless sheet products. Segment results in 2016 were also impacted by a seven month work stoppage affecting the domestic operations of ATI Flat Rolled Products, which concluded in March 2016.fiscal year 2021.
Comparative information for our Flat Rolled ProductsAA&S segment revenues (in millions) by market, the respective percentages of overall segment revenues, for the fiscal years ended 20162022 and 2015,2021, and the percentage change in revenues by market for 2016fiscal year 2022 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year | | | | |
| Market | | 2022 | | 2021 | | Change |
| Energy: | | | | | | | | | | | | |
| Oil & Gas | | $ | 441.7 | | | 20 | % | | $ | 290.1 | | | 18 | % | | $ | 151.6 | | | 52 | % |
| Specialty Energy | | 163.0 | | | 8 | % | | 123.5 | | | 7 | % | | 39.5 | | | 32 | % |
| Total Energy | | 604.7 | | | 28 | % | | 413.6 | | | 25 | % | | 191.1 | | | 46 | % |
| Aerospace & Defense: | | | | | | | | | | | | |
| Jet Engines- Commercial | | 87.8 | | | 4 | % | | 36.3 | | | 2 | % | | 51.5 | | | 142 | % |
| Airframes- Commercial | | 284.8 | | | 13 | % | | 129.9 | | | 8 | % | | 154.9 | | | 119 | % |
| Defense | | 183.0 | | | 8 | % | | 131.0 | | | 8 | % | | 52.0 | | | 40 | % |
| Total Aerospace & Defense | | 555.6 | | | 25 | % | | 297.2 | | | 18 | % | | 258.4 | | | 87 | % |
| Automotive | | 290.9 | | | 13 | % | | 296.4 | | | 18 | % | | (5.5) | | | (2) | % |
| Electronics | | 197.6 | | | 9 | % | | 213.9 | | | 13 | % | | (16.3) | | | (8) | % |
| Food Equipment & Appliances | | 158.3 | | | 7 | % | | 153.0 | | | 10 | % | | 5.3 | | | 3 | % |
| Construction/Mining | | 142.3 | | | 7 | % | | 98.2 | | | 6 | % | | 44.1 | | | 45 | % |
| Medical | | 89.9 | | | 4 | % | | 71.2 | | | 4 | % | | 18.7 | | | 26 | % |
| Other | | 155.5 | | | 7 | % | | 101.2 | | | 6 | % | | 54.3 | | | 54 | % |
| Total | | $ | 2,194.8 | | | 100 | % | | $ | 1,644.7 | | | 100 | % | | $ | 550.1 | | | 33 | % |
|
| | | | | | | | | | | | | | | | | | | | | |
| Market | | 2016 | | 2015 | | Change |
| Oil & Gas | | $ | 234.4 |
| | 19 | % | | $ | 429.4 |
| | 25 | % | | $ | (195.0 | ) | | (45 | )% |
| Automotive | | 225.2 |
| | 19 | % | | 288.1 |
| | 17 | % | | (62.9 | ) | | (22 | )% |
| Food Equipment & Appliances | | 170.5 |
| | 14 | % | | 214.4 |
| | 12 | % | | (43.9 | ) | | (20 | )% |
| Aerospace & Defense | | 151.2 |
| | 13 | % | | 148.1 |
| | 9 | % | | 3.1 |
| | 2 | % |
| Construction/Mining | | 124.0 |
| | 10 | % | | 179.6 |
| | 10 | % | | (55.6 | ) | | (31 | )% |
| Electronics/Computers/Communication | | 106.3 |
| | 9 | % | | 121.9 |
| | 7 | % | | (15.6 | ) | | (13 | )% |
| Electrical Energy | | 103.5 |
| | 9 | % | | 232.3 |
| | 13 | % | | (128.8 | ) | | (55 | )% |
| Other | | 89.1 |
| | 7 | % | | 119.9 |
| | 7 | % | | (30.8 | ) | | (26 | )% |
| Total | | $ | 1,204.2 |
| | 100 | % | | $ | 1,733.7 |
| | 100 | % | | $ | (529.5 | ) | | (31 | )% |
Comparative information for the Flat Rolled ProductsAA&S segment’s major product categories, based on their percentages of 2016 and 2015 segment revenues is as follows:
|
| | | | | | |
| For the Years Ended December 31, | | 2016 | | 2015 |
| High-Value Products | | | | |
| Precision and engineered strip | | 35 | % | | 29 | % |
| Nickel-based alloys and specialty alloys | | 25 | % | | 25 | % |
| Titanium and titanium-based alloys | | 4 | % | | 3 | % |
| Total High-Value Products, excluding GOES | | 64 | % | | 57 | % |
| Grain-oriented electrical steel | | 2 | % | | 8 | % |
| Total High-Value Products, including GOES | | 66 | % | | 65 | % |
| Standard Products | | | | |
| Stainless steel sheet | | 19 | % | | 18 | % |
| Specialty stainless sheet | | 10 | % | | 13 | % |
| Stainless steel plate | | 5 | % | | 4 | % |
| Total Standard Products | | 34 | % | | 35 | % |
| Grand Total | | 100 | % | | 100 | % |
Comparative shipment volume and average selling price information on the segment’s products for the years ended December 31, 2016 and 2015, excluding GOES from high-value products from both periods, is providedrevenue are presented in the following table:table. HRPF conversion service sales are excluded from this presentation.
| | | | | | | | | | | | | | |
| | Fiscal Year |
| | 2022 | | 2021 |
| Nickel-based alloys and specialty alloys | | 54 | % | | 44 | % |
| PRS products | | 25 | % | | 33 | % |
| Zirconium and related alloys | | 14 | % | | 17 | % |
| Titanium and titanium-based alloys | | 7 | % | | 6 | % |
| | | | |
| Total | | 100 | % | | 100 | % |
|
| | | | | | | | | |
| | | 2016 | | 2015 | | % change |
| Volume (000’s pounds): | | | | | | |
| High-Value | | 293,589 |
| | 317,054 |
| | (7 | )% |
| Standard | | 385,010 |
| | 514,035 |
| | (25 | )% |
| Total | | 678,599 |
| | 831,089 |
| | (18 | )% |
| Average prices (per lb.): | | | | | | |
| High-Value | | $2.59 | | $3.12 | | (17 | )% |
| Standard | | $1.06 | | $1.16 | | (9 | )% |
| Combined Average | | $1.72 | | $1.91 | | (10 | )% |
Segment operating results in 2016 were a loss of $163.0EBITDA was $375.3 million, or (13.5)%17.1% of sales, compared toa 52% increase from segment operating lossEBITDA of $241.9$246.8 million, or (14.0)%15.0% of sales, in 2015.fiscal year 2021. Results reflect a stronger product mix of nickel-alloy mill products as we completed our exit from production of standard stainless products. Increased sales of exotic materials from our Specialty Alloys & Components business and improved operating performance also drove AA&S segment EBITDA margin growth. The 2016 FRPfiscal year 2022 segment loss improvedEBITDA includes a $9.9 million benefit from 2015 due primarily to restructuring actions, including the idling in early 2016A&T Stainless joint venture’s settlement of production capacity for commodity stainless steel sheetSection 232 tariff claims and GOES products, which were not able to be sold at profitable levels based on current market conditions. While 2016 had lower shipment volumes and selling prices compared to 2015, results reflected a better alignment of raw material costs and raw material surcharge recovery in transaction prices, compared to 2015. Base prices for most products were slightly improved in 2016 from year-end 2015 levels. 2016 results were negatively affected by reduced operating efficiencies, primarily affecting the U.S. operations of ATI Flat Rolled Products, during and after the 2015-2016 work stoppage, which ended in March 2016 upon ratification of a new four-year collective bargaining labor agreement by USW-represented employees. The 2016 segment operating loss includes $43.5$6.8 million of non-recurring operatingemployee retention credits, partially offset by labor and other costs related to higher-cost material produced prior to the endramp readiness. Strike related
costs of the work stoppage, higher conversion costs during the return to more normal operating levels, and costs associated with contractual obligations in the return to work agreement for represented employees. FRP segment operating losses were progressively reduced each quarter during 2016 as a result of these factors, and with the initial benefits of our restructuring actions the fourth quarter 2016 segment operating loss was only $0.8 million. Segment operating results in 2016 also included approximately $4$59.7 million, in higher retirement benefit expense from defined benefit plans compared to 2015, as higher defined benefit pension costs primarily associated with lower pension plan assets were partially offset by lower defined benefit retiree medical plan costs, which were the result of changes to retiree medical benefits achieved in the 2016 labor agreement.
In 2015, base prices for the most common standard grade stainless sheet product fell 25% to approximately $0.45 per pound in December 2015, which represents a historic low, from a $0.60 per pound level in effect for most of 2014. These base price declines for standard products, combined with falling raw material price surcharges which did not align with manufacturing costs, negatively affected segment operating results in 2015. Additionally, in anticipation of a possible strike action related to the USW labor negotiations, inventory with higher cost raw materials produced in the first half of 2015 was sold in the second half of 2015lower productivity and into 2016 at lower transaction prices due to falling raw material surcharges. Based on continued weak demandutilization levels, were excluded from AA&S segment fiscal year 2021 results.
for industrial titanium products from global markets, we recorded lower of cost or market inventory charges of $17.7 million in 2016 and $24.5 million in 2015 to reduce the carrying values of these product inventories to current market levels. Segment operating results also include ATI’s share of Uniti’s results, which was income of $0.5 million in 2016 and a loss of $0.1 million in 2015. Results in both 2015 and 2016 were also negatively impacted by the strategic decision to use ATI-produced titanium sponge rather than lower cost titanium scrap to manufacture certain standard quality titanium products.
LIFO and Net Realizable Value Reserves
The net effect of changes in LIFO and net realizable value (NRV) inventory reserves was expense of $0.2 million for 2017, and benefits of $0.8 million and $0.1 million in 2016 and 2015, respectively. Rising inventory costs in 2017 and 2016 resulted in $54.2 million and $39.1 million, respectively, pretax LIFO inventory valuation reserve charges, which were offset by $54.0 million and $39.9 million, respectively, pretax non-cash benefits for NRV inventory reserves that are required to offset the Company’s aggregate net debit LIFO inventory balance that exceeds current inventory replacement cost. Rapidly falling raw material prices, primarily for nickel, resulted in a $131.6 million LIFO inventory valuation reserve benefit in 2015 which was offset by a $131.5 million charge for NRV inventory reserves.
Corporate Expenses
Corporate expenses, which are primarily included in selling and administrative expenses in the statement of operations, were $50.5$62.3 million in 2017fiscal year 2023 compared to $43.4$60.3 million in 2016,fiscal year 2022 and $44.7$53.7 million in 2015. The increase in corporatefiscal year 2021. Increased expenses in 2017fiscal years 2023 and 2022 compared to 2016fiscal year 2021 reflect business transformation initiatives and 2015 were due primarily due to higher incentive compensation costs, and as well as start-up research and development costs for Next Gen Alloys, our meltless titanium alloy powder joint venture formed with GE in 2017.costs.
Closed Operations and Other Expenses
Closed operations and other expenses, which were $34.0 million in 2017, $34.6 million in 2016, and $22.1 million in 2015, include charges for closed operations and other non-operating income or expense. Closed operation and other expenses in 2017 were comparable to 2016 as lower closed facility costs, a $3.7 million benefit for reduction in liabilities for legacy employee benefit programs, and higher royalty income were offset by increased foreign currency exchange losses, primarily related to our European Treasury Center operation, and other legacy costs of closed operations, compared to prior year amounts. The increase in closed company operations in 2016 compared to 2015 is primarily due to operations of our Rowley, UT titanium sponge facility, which were classified in closed operations beginning in the third quarter of 2016 due to the indefinite idling decision and ongoing shutdown activities.
Closed operations and other expenses are presented primarily in selling and administrative expenses in the consolidated statements of operations, and include legal, environmental, retirement benefit and insurance obligations associated with closed operations.
Restructuring, Goodwill Impairment Closed operations and Other Charges
2017
Business segment resultsother expenses were $13.3 million in 2017 exclude a $114.4fiscal year 2023, compared to $5.6 million goodwill impairment charge to write-off all the goodwill assigned to ATI Cast Products, our titanium investment casting businessof expense in the HPMC segment. During the third quarterfiscal year 2022 and $3.1 million of 2017, we performed an interim goodwill impairment analysis on ATI Cast Products due to impairment indicators, including lower actual results versus projections. As a result of the 2017 interim goodwill impairment evaluation, we determined that the fair value of the Cast Products business was significantly below the carrying value, including goodwill. This was primarily due to lower projected revenues, profitabilityincome in fiscal year 2021. The increase in fiscal year 2023 reflects higher retirement benefit expense and cash flowshigher insurance costs associated with revised expectationsan outstanding insurance claim involving our captive insurance company compared to prior year periods.
Depreciation and Amortization
The following table shows depreciation & amortization for the rate of operational improvement and profitability of thisrelevant periods by each business based on current customer agreements. This goodwill impairment charge was excluded from HPMC 2017 business segment results.
2016
Business segment resultssegment. Depreciation expense in 2016 exclude $538.5fiscal year 2023 includes $3.8 million of accelerated depreciation of fixed assets related to the restructuring and other charges. These charges include $471.3 million in long-lived asset impairment charges, $31.7 million of facility shutdownour European operations and idling costs, $24.2 million of employee benefit costs and $11.3 million of inventory valuation charges.
In August 2016, we announced the indefinite idling of the Rowley, UT titanium sponge production facility and the consolidation of certain titanium manufacturing operations in the HPMC segment. We recorded a non-cash impairment charge of $470.8 million during 2016 to reduce the carrying value of the Rowley, UT facility to an estimated fair value of $15.0 million. The indefinite idling of the Rowley, UT facility was completed in the fourth quarter 2016, as was the closure of a small titanium wire production facility in Frackville,our Robinson, PA and the idling of certain titanium manufacturing operations in Albany, OR.operations.
We recognized $23.8 million of facility shutdown and idling costs, including contract termination costs, and $7.5 million of employee benefit costs including severance obligations for the elimination of approximately 180 positions associated with these and other HPMC restructuring actions. Also, an $11.3 million charge was recorded in cost of sales to revalue titanium sponge inventory based on revised assessments of industrial grade titanium market conditions and expected utilization of this inventory. The Rowley facility was idled in a manner that allows the facility to be restarted in the future if supported by market conditions.
In October 2016, we announced the closure of the Midland, PA commodity stainless steel operations and the Bagdad, PA GOES finishing facility. These facilities, which were part of our FRP operations, were indefinitely idled earlier in 2016, and management concluded that the facilities could not be operated at an acceptable rate of return. As a result of these actions, during 2016 we recorded $8.4 million of closure-related costs and asset impairments, and $4.9 million of employee benefit costs, including $3.4 million of special termination benefits for pension and other postretirement benefit plans.
Results for 2016 also include an $11.8 million charge for severance obligations in the FRP operations, for the reduction of approximately one-third of the salaried workforce at ATI Flat Rolled Products through the elimination of over 250 positions, which was largely completed by the end of 2016. Reserves for restructuring charges at December 31, 2016 were $33 million, consisting of severance and employee benefit and closure costs, and were substantially paid in 2017.
2015
Business segment results exclude $216.3 million of goodwill impairment, restructuring and other charges in 2015. We recorded a $126.6 million pre-tax impairment charge in 2015 to write-off all the goodwill in the Flat Rolled Products segment. As a result of the annual goodwill impairment evaluations in 2015, we determined that the fair value of the Flat Rolled Products business was below carrying value, including goodwill. This was due to challenging market conditions in 2015 in this business, primarily impacting commodity stainless flat-rolled products. This goodwill impairment charge was excluded from the Flat Rolled Products 2015 business segment results.
In 2015, we recorded $89.7 million in restructuring and other charges, including $54.5 million in long-lived asset impairment charges, $3.5 million in facility idling costs, a $25.4 million charge to revalue inventory, and $6.3 million in employee severance charges.
In December 2015, we announced rightsizing actions to better align our Flat Rolled Products operations to the challenging market conditions for commodity products. Such actions included the idling of our standard stainless melt shop and sheet finishing operations at the Midland, PA facility, which was completed in January 2016, and the idling of our GOES operations in Western PA, including the Bagdad, PA facility, which was completed in April 2016. As a result, 2015 operating results include a $54.5 million asset impairment charge to reduce the carrying values of these facilities and $3.5 million of charges for future idling costs at these facilities.
In December 2015, based on current market prices for non-PQ titanium sponge, we recorded a $25.4 million charge to revalue this inventory. The charge includes revised assessments of the non-PQ titanium market conditions and expected utilization of this inventory.
In 2015, we implemented a salaried workforce reduction of approximately 100 employees, in response to business conditions, in both the High Performance Materials & Components segment and at ATI’s headquarters. Severance charges of $6.3 million were recorded for this action in 2015, the majority of which were paid in 2016.
Debt Extinguishment Charge
In December 2017, we redeemed all $350 million aggregate principal amount of our 2019 Notes, resulting in a $37.0 million pre-tax debt extinguishment charge, which included a $35.8 million cash payment as a make-whole provision on the early extinguishment of debt, and a $1.2 million charge for previously-unrecognized debt issue costs. | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 | | 2021 |
| Depreciation and amortization: | | | | | | |
| High Performance Materials & Components | | $ | 71.1 | | | $ | 68.3 | | | $ | 75.0 | |
| Advanced Alloys & Solutions | | 67.9 | | | 67.4 | | | 64.5 | |
| Other | | 7.1 | | | 7.2 | | | 4.4 | |
| | $ | 146.1 | | | $ | 142.9 | | | 143.9 | |
Interest Expense, Net
Interest expense, net of interest income and interest capitalization, was $133.8$92.8 million in 2017, $124.0fiscal year 2023, compared to $87.4 million in 2016,fiscal year 2022 and $110.2$96.9 million in 2015.fiscal year 2021. The increase in fiscal year 2023 compared to fiscal year 2022 reflects the issuance of the 2030 Notes during the third quarter of fiscal year 2023. The decrease in interest expense in 2017fiscal year 2022 compared to 2016fiscal year 2021 was primarilyin part due to interest on the $287.5conversion of $82.5 million of the 4.75% Convertible Senior Notes due 2022 (2022 Convertible Notes) andto 5.7 million shares of ATI stock on the $100.0 million term loan (Term Loan), bothJuly 1, 2022 maturity date of which were issued during the second quarter of 2016. The increase in interest expense in 2016 compared to 2015 was due to the 2022 Convertible Notes and the Term Loan, as well as a higherNotes. Further, interest rate on the Company’s 5.875% Senior Notes due 2023 (2023 Notes) resulting from credit rating downgrades, and higher average borrowings under the revolving portion of our Asset Based Lending (ABL) Credit Facility. Interest expense is presented net of interest income of $1.1$13.0 million in 2017, $1.4fiscal year 2023, $4.7 million in 2016,fiscal year 2022 and $1.2$0.7 million in 2015.
fiscal year 2021. Interest expense in 2017, 2016,fiscal years 2023, 2022 and 20152021 was reduced by $2.6$13.5 million, $4.7$5.1 million and $2.2$4.3 million, respectively, related to interest capitalization on major strategic capital projects.
Restructuring and Other Charges/Credits Income Taxes
Since 2015, ATI results have reflected a threeFor the year cumulative lossended December 31, 2023, restructuring and other charges were $31.4 million, which are excluded from U.S.segment results. These charges include $7.7 million of severance-related restructuring charges and $23.7 million of charges included within cost of sales on the consolidated statements of operations. In situations where a threeThe $7.7 million of severance-related restructuring charges represent severance for the involuntary reduction of approximately 110 employees primarily for the restructuring of our European operations and across ATI’s domestic operations in conjunction with the continued transformation. The $23.7 million of charges within cost of sales include $11.5 million of start-up costs, $1.9 million of costs associated with an unplanned outage at our Lockport, NY facility, and $10.3 million primarily for asset write-offs for the restructuring of our European operations and the closure of our Robinson, PA operations. Cash payments associated with prior restructuring programs were $2.3 million in fiscal year cumulative loss condition exists, accounting standards limit2023. Of the ability to consider projections$15.2 million of future resultsremaining reserves associated with these restructuring actions as positive evidence to assess the realizability of deferred tax assets. Deferred taxes result from temporary differences in the recognition of income and expense for financial and income tax reporting purposes, and differences between the fair value of assets acquired in business combinations accounted for as a purchase for financial reporting purposes and their corresponding tax bases. Deferred income taxes represent future tax benefits or costsDecember 31, 2023, $10.9 million are expected to be recognized when those temporary differences reverse. We established $74.5paid within the next fiscal year.
For the fiscal year ended January 1, 2023, restructuring and other charges were $23.7 million, in deferred tax asset valuation allowances in 2015,which are excluded from segment results. These charges consisted primarily of which $68.4$28.5 million were for certain federal and state deferred tax assets. Inof costs associated with the settlement of litigation related to the 2016 the actions to indefinitely idleidling of the Rowley, UT titanium sponge production facility, resultedpartially offset by $4.8 million of restructuring credits for reductions in severance-related reserves related to approximately 110 employees based on changes in planned operating rates and revised workforce estimates.
For the fiscal year ended January 2, 2022, restructuring and other charges were a reassessmentnet credit of $10.5 million, which is excluded from segment results. This $10.5 million net credit consisted primarily of $11.3 million of restructuring credits on the consolidated statement of operations, reflecting a $12.0 million reduction in severance-related reserves for approximately 350 employees based on changes in planned operating rates and revised workforce reduction estimates, partially offset by $0.7 million of other costs related to facility idlings and a $0.8 million charge for inventory valuation reserves, classified in cost of sales on the consolidated statement of operations, primarily related to excess raw material and work in process inventory at the idled Albany, OR primary titanium facility.
In addition, the A&T Stainless joint venture recorded a $1.8 million credit in fiscal year 2022 for the reversal of restructuring reserves as a result of revised estimates, and ATI recognized a $0.9 million credit in fiscal year 2022 for its equity method share of these reversals. These charges are excluded from segment operating results.
Strike Related Costs
Strike related costs were $63.2 million in fiscal year 2021, of which $59.7 million were excluded from AA&S segment EBITDA and $3.5 million were excluded from HPMC segment EBITDA. These items primarily consisted of overhead costs recognized in the period due to below-normal operating rates, higher costs for outside conversion activities, and signing bonuses for represented employees.
Pension Remeasurement Gains and Losses
During the fourth quarter of fiscal year 2023, we voluntarily changed the method of accounting for recognizing actuarial gains and losses for our defined benefit pension plans. Under the accounting method change, remeasurement of projected benefit obligation and plan assets for defined benefit pension plans are immediately recognized in earnings through net periodic pension benefit cost. Therefore, as a result of the realizabilityremeasurements of these plans in the fourth quarter of each fiscal year, we recognized a $26.8 million pension remeasurement loss in fiscal year 2023 and $100.3 million and $147.2 million of pension remeasurement gains in fiscal years 2022 and 2021, respectively, which is excluded from segment EBITDA and recorded in nonoperating retirement benefit income/expense on the consolidated statements of operations.
Retirement Benefit Settlement Gains and Losses
On October 17, 2023, we completed a voluntary cash out for term vested employees and a large annuity buyout related to approximately 8,200 U.S. federal deferred tax assets. In 2016, our results of operations included an increase to deferred tax asset valuation allowances of $171.5 million, including an additional $165.8 million valuation allowance on federal and state deferred tax assets, as well as additional deferred tax asset valuation allowances in certain foreign jurisdictions. In 2017, ATI continued to maintain income tax valuation allowances on its U.S. Federal and state deferred tax assets.qualified defined benefit pension plan participants. As a result of the annuity buyout, ATI recognized a $41.7 million pretax settlement loss, which is excluded from segment EBITDA and recorded in nonoperating retirement benefit income/expense on the consolidated statement of operations.
ATI’s fiscal year 2021 results include a $64.9 million retirement benefit settlement gain related to a plan termination that eliminated certain postretirement medical benefit liabilities. This was effective upon the July 2021 ratification of the new USW CBA. This gain, which is recorded in nonoperating retirement benefit income/expense on the consolidated statement of operations and is excluded from segment EBITDA, was comprised of $43.0 million of long-term postretirement benefit liabilities as of July 2021 and $21.9 million of amounts recorded in accumulated other comprehensive income at that date.
Debt Extinguishment Charge
In fiscal year 2021, ATI recognized a $65.5 million debt extinguishment charge on the redemption of the 5.875% Senior Notes due 2023 (2023 Notes), which included a $64.5 million cash make-whole payment related to the early extinguishment of the 2023 Notes as required by the applicable indenture, and a $1.0 million charge for deferred tax valuation allowances,debt issue costs.
Gains/Loss on Asset Sales and Sale of Business, Net
Loss on asset sales and sales of businesses for fiscal year 2023 is related to a $0.6 million loss on the remeasurementsale of our deferred tax assetsNorthbrook, IL operations, which is excluded from segment EBITDA.
On May 12, 2022, we completed the sale of our Sheffield, UK operations and liabilities duerecognized a loss in fiscal year 2022 on sale of $112.2 million. The Sheffield, UK operations were previously part of the Specialty Materials business in the HPMC segment. The loss on sale is reported in loss on asset sales and sales of businesses, net, on the consolidated statement of operations and is excluded from HPMC segment results. The loss includes $26.8 million related to the lower enacted federal tax rateUK defined benefit pension plan, of which $26.1 million was reported as a net pension asset but which was in a deficit funding position for UK statutory reporting purposes, and $0.7 million in accumulated other comprehensive loss on the Tax Cuts and Jobs Act (Tax Act) did not haveconsolidated ATI balance sheet. The loss also includes $20.0 million of cumulative translation adjustment foreign exchange losses since ATI’s acquisition of these operations in 1998.
Also in fiscal year 2022, we completed the sale of the Pico Rivera, CA operations as part of the strategy to exit standard stainless products. We received cash proceeds of $6.2 million on the sale of these assets. We recognized a significant impact on 2017 results. At December 31, 2017, we had a consolidated net deferred tax liability of $2.1 million.
The 2017 income tax benefit was $6.8 million or 7.9%pretax gain on sale, including de-recognizing certain lease liabilities, which is reported in loss on asset sales and sales of businesses, net, on the pre-taxconsolidated statement of operations and is excluded from AA&S segment results.
In fiscal year 2021, we completed the sale of our Flowform Products business within the HPMC segment for $55.0 million, and recognized a $13.8 million gain. This gain is recorded in nonoperating income/expense on the consolidated statement of operations and is excluded from segment EBITDA.
Income Taxes
Since fiscal year 2020, ATI’s U.S. operations were in a three-year cumulative loss comparedposition, limiting the ability to utilize future projections as verifiable sources of income when analyzing the 2016need for a valuation allowance. This cumulative loss continued until fiscal year 2023 when ATI exited the three-year cumulative loss position and we concluded it was appropriate to consider future projections as a source of income when analyzing the need for a valuation allowance.
In fiscal year 2023, the income tax benefit of $106.9$128.2 million or 14.6% ofwas associated with the pre-tax loss,valuation allowance due to the current year income for the U.S. operations and the 2015 income taxan additional benefit of $112.1$140.3 million or 23.5%was recorded related to the valuation allowance release associated with ATI’s ability to utilize projections for future income. We continue to have minimal cash tax requirements in the U.S. due to the ongoing benefits of pre-tax loss. net operating loss tax carryforwards.
Results for all periodsin fiscal years 2022 and 2021 include impacts from income taxes that differ from theapplicable standard 35% U.S. federal tax rate then in effect,rates, primarily related to income tax valuation allowance changes.allowances. The 2017provision for income taxes for fiscal year 2022 was $15.5 million, which was primarily related to our profitable PRS joint venture in China. The provision for income taxes for fiscal year 2021 was $26.8 million, which was primarily attributable to the $15.5 million in discrete tax benefit included a $4.1 million benefit oneffects related to the remeasurement of certain tax attributes, mainly indefinite-livedpostretirement medical benefits gain discussed above, in accordance with ATI’s accounting policy for recognizing deferred tax liabilities, dueamounts stranded in accumulated other comprehensive income.
In 2021, the Organization for Economic Co-operation and Development (OECD) released guidance relating to Tax Act changes.a 15% global minimum tax known as Pillar Two Tax. Various governments are in the process of enacting the Pillar Two Tax. We are in the process of assessing the tax effects of Pillar Two for the various jurisdictions in which we operate and if triggered will treat the cost as a period cost. Currently, we believe that the enactment of Pillar Two will not materially impact our effective tax rate or cash flow, but we will continue to monitor and evaluate as countries release legislation, which could change our current assessment.
Financial Condition and Liquidity
We have a $500 millionan Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of our domestic operations. The ABL facility also provides us with the option of including certain machinery and equipment as additional collateral for purposes of determining availability under the facility. The ABL facility, which matures in September 2027, includes a $400$600 million revolving credit facility, which includes a letter of credit sub-facility of up to $200 million, a $200 million term loan (ABL Term Loan), and a $100 million Term Loan.
In June 2017, theswing loan facility of up to $60 million. The ABL facility was amended to extend the maturity date of the Term Loan from November 2017 to February 2022 and to reduce the interest rate on the Term Loan to 3.0% plus a LIBOR spread from 3.5% plus a LIBOR spread. The Term Loan can be prepaid in minimum increments of $50$25 million if certain minimum liquidity conditions are satisfied. The underwriting costs associated with amendingIn addition, we have the Term Loan were $0.8right to request an increase of up to $300 million and are being amortized, along withunder the unamortized portion of the $1.0 million of previously recognized deferred fees from the issuance of the Term Loan, to interest expense over the extended term of the loan ending February 2022.
Also in June 2017, the ABLrevolving credit facility was amended to, among other things, extendfor the duration of the ABL.
As of December 31, 2023, there were no outstanding borrowings under the revolving credit portion of the facility from September 2020ABL, and $31.7 million was utilized to Februarysupport the issuance of letters of credit. There were average revolving credit borrowings of $13 million
bearing an average annual interest rate of 6.5% under the ABL during fiscal year 2023. There were no revolving credit borrowings under the ABL during fiscal year 2022. As amended, the
The ABL Term Loan has an interest rate of 2.0% above adjusted Secured Overnight Financing Rate (SOFR). 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% and 2.25% for LIBOR-basedSOFR-based borrowings (2.0% and 2.5% prior to amendment) and between 1.0%0.25% and 1.5%0.75% for base rate borrowings.
The ABL facility contains a financial covenant whereby we must maintain a fixed charge coverage ratio of not less than 1.00:1.00 after an event of default has occurred and is continuing or if the undrawn availability under the ABL revolving credit portion of the facility is less than the greater of (i) 10%, as amended, of the then applicable maximum borrowingloan amount under the revolving credit portion of the ABL and anythe outstanding ABL Term Loan balance, or (ii) $40$60.0 million. We do not meet this requiredwere in compliance with the fixed charge coverage ratio atas of December 31, 2017. As a result, we are not able to access $50 million of2023. On September 9, 2022, the revolving credit portion ofCompany amended and restated the ABL facility until we meet the required ratio. Additionally, we must demonstrate liquidity, as calculated in accordance with the terms of the ABL facility, of at least $700 million on the date that is 91 days prior to January 15, 2021, the maturity date of the 5.95% Senior Notes due 2021, and that such liquidity is available at all times thereafter until the 5.95% Senior Notes due 2021 (2021 Notes) are paid in full or refinanced. Costscosts associated with entering into the ABLthis amendment were $1.0$2.4 million, and are being amortized along with the unamortized portion of $2.4 million of previously recognized deferred costs, to interest expense over the extended term of the facility ending February 2022.September 2027, along with $1.7 million of unamortized deferred costs previously recorded for the ABL.
There were no outstanding revolving credit borrowings under the ABL facility asIn August 2023, we issued $425 million aggregate principal amount of December 31, 2017,7.25% Senior Notes due 2030 (2030 Notes). Underwriting fees and $42.3 million was utilized to supportother third-party expenses for the issuance of lettersthe 2030 Notes were $6.2 million, and are being amortized to interest expense over the 7-year term of credit. Average revolving credit borrowings under the ABL facility2030 Notes. Net proceeds were $418.8 million from this issuance, of which $222 million was used to fund ATI’s U.S. qualified defined benefit pension plan in order to facilitate a pension derisking strategy (see below for further explanation), and the remaining proceeds were used for liquidity and general corporate purposes.
During the second quarter of fiscal year ended December 31, 20172022, $82.5 million of the 2022 Notes were $37 million, bearing an average annual interest rate of 3.255%. Average borrowings under the ABL for the fiscal year ended December 31, 2016 were $82 million, bearing an average annual interest rate of 1.8%.
On November 7, 2017, we issued 17converted into 5.7 million shares of ATI common stock, at $24.00 per share before expenseswith the remaining $1.7 million of outstanding principal balance paid in an underwritten registered public offering. This equity offering resulted in proceeds, net of transaction costs, of $397.8 millioncash for notes that were used to redeem allnot converted.
On September 14, 2021, ATI issued $325 million aggregate principal amount of the outstanding4.875% Senior Notes due 2029 (2029 Notes) and $350 million aggregate principal amount of our 2019 Notes. We recognized5.125% Senior Notes due 2031 (2031 Notes). Underwriting fees and other third-party expenses for the issuance of the 2029 and 2031 Notes were each $4.7 million, and are being amortized to interest expense over the 8-year and 10-year terms of the 2029 and 2031 Notes, respectively. Total combined net proceeds of $665.7 million from both of these issuances were primarily used to fund the full redemption of the $500 million aggregate principal amount outstanding of the 2023 Notes on October 14, 2021, including a $37.0make-whole payment and accrued interest, resulting in a $65.5 million pre-tax debt extinguishment charge, to redeem the 2019 Notes, which includedincludes a $35.8$64.5 million cash make-whole payment as a make-whole provision onrelated to the early extinguishment of debt,the 2023 Notes and a $1.2$1.0 million charge for previously-unrecognizedthe remaining unrecognized portion of the 2023 Notes deferred debt issue costs. As a result of the 2019 Notes redemption and the ABL actions, we have no significant debt maturities until 2021.
At December 31, 2017,2023, we had $142$744 million of cash and cash equivalents, and available additional liquidity from the undrawn capacity under the ABL facility of approximately $305 million.$530 million, for total liquidity of approximately $1.3 billion. We do not expect to pay any significant U.S. federal income taxeshave minimal cash tax requirements in the next few yearsU.S. in fiscal year 2024 due to the ongoing benefits of net operating loss tax carryforwards. Tax law changes
During fiscal year 2021, we received approximately $53 million in cash, net of transaction costs and net working capital adjustments, for the sale of the Flowform Products business.
In the first quarter of fiscal year 2023, we made $50 million in voluntary cash contributions to our U.S. qualified defined benefit pension plans to improve the plans’ funded position, and in the Tax Cuts and Jobs Act related to a liability for foreign earnings are expected to be offset with these net operating loss carryforwards or other tax attributes.
In March 2017,third quarter of fiscal year 2023, we made a $135an additional $222 million in voluntary cash contributioncontributions to our U.S. qualified defined benefit pension plan to facilitate our pension derisking strategy. In October 2023, we purchased group annuity contracts from an insurer covering approximately 85% of our U.S. qualified defined benefit pension plan obligations. Under these contracts, we transferred the pension obligations and associated assets for approximately 8,200 plan participants to the ATI Pension Plan, which completedselected insurance company. After these actions, our funding requirements for 2017.U.S. qualified defined benefit plan includes approximately 1,980 participants. Based on recently-issued IRS regulations regarding mortality table changes for 2018, the current year performance ofactuarial assumptions, we are not required to make any contributions to our pension trust assets through December 31, 2017, and theplan during fiscal year 2024. Using our long-term weighted average expected rate of return on pension plan assets in future years,and other actuarial assumptions, we currentlydo not expect our 2018to have any significant minimum cash funding requirements to the ATI Pension Plan to be approximately $40 million, and to have annual funding requirements of approximately $85 million to the ATI Pension Plandefined benefit pension plan for at least the next few years thereafter.ten years. However, these funding estimates are subject to significant uncertainty including the actual pension trust assets’ fair value, and the discount rates used to measure pension liabilities.
In February 2022 and April 2023, our Board of Directors authorized the repurchase of up to $150 million and $75 million, respectively, of ATI stock. In fiscal year 2023, ATI used $85.2 million to repurchase 2.0 million shares of its common stock under both programs. In fiscal year 2022, ATI used $139.9 million to repurchase 5.2 million shares of its common stock under the $150 million program. As of December 31, 2023, the total share repurchase authorization under these two programs was utilized. In November 2023, our Board of Directors authorized the repurchase of an additional $150 million of ATI stock. Repurchases under these programs were or may be made in the open market or in privately negotiated transactions, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases are structured to occur within the pricing and volume requirements of SEC Rule 10b-18. The Company’s ongoing stock repurchase
programs do not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time by the Company’s Board of Directors without prior notice.
We believe that internally generated funds, current cash on hand and available borrowings under the ABL facility will be adequate to meet our liquidity needs, including currently projected required contributionsneeds. We do not expect to the ATI Pension Plan, ourpay any significant U.S. qualified defined benefit pension plan.federal or state income taxes in fiscal year 2024 due to net operating loss carryforwards. If we needed to obtain additional financing using the credit markets, the cost and the terms and conditions of such borrowings may be influenced by our credit rating. In addition, we regularly review our capital structure, various financing alternatives and conditions in the debt and equity markets in order to opportunistically enhance our capital structure. In connection therewith, we may seek to refinance or retire existing indebtedness, incur new or additional indebtedness or issue equity or equity-linked securities, in each case, depending on market and other conditions.
We have no off-balance sheet arrangements as defined in Item 303(a)(4) of SEC Regulation S-K.
In managing our overall capital structure, we focus on the ratio of net debt to Adjusted EBITDA, which we use as a measure of our ability to repay our incurred debt. We define net debt as the total principal balance of our outstanding indebtedness excluding deferred financing costs, net of cash, at the balance sheet date. See the explanations above for our definitions of Adjusted EBITDA and EBITDA, which are non-GAAP measures and are not intended to represent, and should not be considered more meaningful than, or as alternatives to, a measure of operating performance as determined in accordance with U.S. GAAP. Our ratio of net debt to Adjusted EBITDA (Adjusted EBITDA Leverage Ratio) measures net debt at the balance sheet date to Adjusted EBITDA as calculated on the trailing twelve-month period from this balance sheet date.
Our Debt to Adjusted EBITDA Leverage Ratio and Net Debt to Adjusted EBITDA Leverage ratio worsened in fiscal year 2023 compared to fiscal year 2022, largely due to higher debt balances resulting from the issuance of the 2030 Notes in fiscal year 2023 to facilitate our pension derisking strategy. The reconciliations of our Adjusted EBITDA Leverage Ratios to the balance sheet and income statement amounts as reported under U.S. GAAP are as follows:
| | | | | | | | | | | | | | |
| | December 31,
2023 | | January 1,
2023* |
| Net income attributable to ATI | | $ | 410.8 | | | $ | 323.5 | |
| Net income attributable to noncontrolling interests | | 12.6 | | | 15.6 | |
| Net income | | 423.4 | | | 339.1 | |
| Interest expense | | 92.8 | | | 87.4 | |
| Depreciation and amortization | | 146.1 | | | 142.9 | |
| Income tax provision (benefit) | | (128.2) | | | 15.5 | |
| Pension remeasurement loss (gain) | | 26.8 | | | (100.3) | |
| Retirement benefit settlement loss | | 41.7 | | | — | |
| Restructuring and other charges | | 31.4 | | | 23.7 | |
| Joint venture restructuring credit | | — | | | (0.9) | |
| Loss on asset sales and sale of business | | 0.6 | | | 105.4 | |
| Adjusted EBITDA | | $ | 634.6 | | | $ | 612.8 | |
| | | | |
| Debt | | $ | 2,179.6 | | | $ | 1,748.0 | |
| Add: Debt issuance costs | | 19.6 | | | 17.2 | |
| Total debt | | 2,199.2 | | | 1,765.2 | |
| Less: Cash | | (743.9) | | | (584.0) | |
| Net debt | | $ | 1,455.3 | | | $ | 1,181.2 | |
| | | | |
| Debt to Adjusted EBITDA | | 3.47 | | | 2.88 | |
| Net Debt to Adjusted EBITDA | | 2.29 | | | 1.93 | |
*Fiscal year ended January 1, 2023 reflects the change in accounting principle as described in Note 1 of the Notes to the Consolidated Financial Statements.
Cash Flow and Working Capital
Cash provided by operations for 2017was $22.4$85.9 million, despite a $135.0$224.9 million contributionand $16.1 million in fiscal years 2023, 2022 and 2021, respectively. Decreased cash from operations in fiscal year 2023 as compared to fiscal year 2022, resulted primarily from $272 million in contributions to the ATI Pension Plan and a use of cash of $111.8 million fromU.S. defined benefit pension plans in fiscal year 2023 as well as higher managed working capital balances. Managed working capital increased in 2017 as we continue to expand production levels to support business growth, including large pipeline project orders in our FRP segment, which will be delivered to our customers in early 2018, along with initial materials received to support the pending Allegheny & Tsingshan Stainless joint venture. Cash flow used in operations for 2016 was $43.7 million, which included a $115.0 million contribution to the ATI Pension Plan, and an offsetting benefit of $91.7 million from lower managed working capital balances.
As part of managing the liquidity of the business, we focus on controlling managed working capital, which is defined as gross accounts receivable and gross inventories, less accounts payable. In measuring performance in controlling this managedinventory balances due to increased operating levels. Working capital balances, and consequently cash from operations, can fluctuate throughout any operating period based upon the timing of receipts from customers and payments to vendors. However, we actively manage our working capital we excludeto ensure the effectsrequired flexibility to meet our strategic objectives. Other significant fiscal year 2023 operating cash flow items included payment of LIFO and other inventory valuation reserves, and reserves for uncollectiblefiscal year 2022 annual incentive compensation. Increased cash from operations in fiscal year 2022 as compared to fiscal year 2021, resulted from our ongoing efforts to improve efficiency around accounts receivable which, dueand inventory levels despite significantly higher sales and operating levels in most operations. Increased business volumes and expenditures attributable to their nature, are managed separately. We also measure managedstrategic capital projects contributed to higher accounts payable balances at January 1, 2023. Other significant fiscal year 2022 operating cash flow items included $50 million in contributions to the U.S. defined benefit pension plans, payment of fiscal year 2021 annual incentive compensation and receipt of $8.5 million for repayment of working capital as a percentage of the prior three months annualized sales to evaluate our performance based on recent levels of business volume. In 2017, managed working capital decreased to 38.1% of annualized total ATI sales compared to 40.0% of annualized sales at December 31, 2016. The $111.8 million increase in managed working capital in 2017 resultedadvances from a $145.8 million increase in inventory and $91.8 million increase in accounts receivable, partially offset by a $125.8 million increase in accounts payable. Days sales outstanding, which measures actual collection timing for accounts receivable, improved by approximately 10% at year-end 2017 compared to 2016. Gross inventory turns, which exclude the effect of LIFO and any applicable offsetting NRV inventory valuation reserves, remained unchanged in 2017 compared to 2016.
In 2016, managed working capital decreased by $91.7 million, due primarily to inventory reductions in the FRP segment. The $91.7 million decrease resulted from a $232.8 million decrease in inventory, partially offset by an $86.5 million decrease in accounts payable and a $54.6 million increase in accounts receivable.
The components of managed working capital were as follows:
|
| | | | | | | | | | | | |
| (In millions) | | December 31,
2017 | | December 31,
2016 | | December 31,
2015 |
| Accounts receivable | | $ | 545.3 |
| | $ | 452.1 |
| | $ | 400.3 |
|
| Inventory | | 1,176.1 |
| | 1,037.0 |
| | 1,271.6 |
|
| Accounts payable | | (420.1 | ) | | (294.3 | ) | | (380.8 | ) |
| Subtotal | | 1,301.3 |
| | 1,194.8 |
| | 1,291.1 |
|
| Allowance for doubtful accounts | | 5.9 |
| | 7.3 |
| | 4.5 |
|
| LIFO reserve | | (43.1 | ) | | (97.3 | ) | | (136.4 | ) |
| Inventory reserves | | 121.5 |
| | 169.0 |
| | 206.3 |
|
| Managed working capital | | $ | 1,385.6 |
| | $ | 1,273.8 |
| | $ | 1,365.5 |
|
| Annualized prior 3 months sales | | $ | 3,639.5 |
| | $ | 3,184.2 |
| | $ | 2,955.5 |
|
| Managed working capital as a % of annualized sales | | 38.1 | % | | 40.0 | % | | 46.2 | % |
| December 31, 2017 change in managed working capital | | $ | 111.8 |
| | | | |
Cash used in investing activities was $119.6$193.2 million in 2017, with $122.7fiscal year 2023, reflecting $200.7 million forin capital expenditures partially offset by cash proceeds from sales of miscellaneous assets. Our capital expansion project at STAL, our Chinese joint venture in which ATI has a 60% interest, for our third Precision Rolled Strip manufacturing facility is ongoingprimarily related to AA&S transformation projects and will be fully funded by STAL’s operations. Thevarious HPMC segment capital expansion project for our new nickel-based powder alloys facility in North Carolina was completed, and is expected to be commercially qualified in early 2018. We are at the end of a significant, multi-year period of capital expansions, and expect our capital expenditures to be well below depreciation expense for the next several years.growth projects. We expect to fund our capital expenditures with cash on hand and cash flow generated from our operations and, if needed, by using a portion of the ABL facility. Cash used in investing activities was $126.7 million in fiscal year 2022, reflecting $130.9 million in capital expenditures primarily related to AA&S transformation projects.
Cash provided by financing activities in 2017fiscal year 2023 was $9.2$267.2 million, as $397.8and included $418.8 million of net proceeds from our November equity offering were largely offset by $353.0 million in long-term debt payments and $35.8 million for a debt extinguishment charge boththe issuance of which reflect the redemption of our 2019 Notes. Cash provided by financing activities in 2016 was $323.5 million with $387.5 million for2030 Notes during the Term Loan and the 2022 Convertible Notes issued in the secondthird quarter of 2016,fiscal year 2023, partially offset by $25.8$85.2 million of dividends paid topayments for the repurchase of 2.0 million shares of ATI shareholders,stock under our repurchase programs authorized by our Board of Directors and $16.0 million in dividend payments to the 40% noncontrolling interest in our STALPRS joint venture $10.4in China. Cash used in financing activities in fiscal year 2022 was $201.9 million, and consisted primarily of issuance costs related$139.9 million toward the repurchase of ATI shares and $34.0 million in dividend payments to the new debt, and $12.2 million primarily for the purchase of the 15% redeemable40% noncontrolling interest in ATI Flowform Products.our PRS joint venture in China.
At December 31, 2017,2023, cash and cash equivalents on hand totaled $141.6$743.9 million, an $88.0a $159.9 million decreaseincrease from fiscal year-end 2016.2022. Cash and cash equivalents held by our foreign subsidiaries was $58.7$141.7 million at December 31, 2017,2023, of which $26.2$75.3 million was held by the STAL joint venture.
Debt
Total debt outstanding decreased $340.3 million in 2017 to $1,553.8 million at December 31, 2017. This decrease was due to the redemption of the 2019 Notes in the fourth quarter of 2017.
In managing our overall capital structure, some of the measures on which we focus are net debt to total capitalization, which is the percentage of our debt, net of cash that may be available to reduce borrowings, to our total invested and borrowed capital, and total debt to total capitalization, which excludes cash balances. These leverage ratios decreased in 2017 primarily as a result of the redemption of the 2019 Notes. At year-end 2017, our net debt to total capitalization was 44.8%, compared to 55.1% at December 31, 2016.
|
| | | | | | | | |
| (In millions) | | December 31,
2017 | | December 31,
2016 |
| Total debt (a) | | $ | 1,553.8 |
| | $ | 1,894.1 |
|
| Less: Cash | | (141.6 | ) | | (229.6 | ) |
| Net debt | | $ | 1,412.2 |
| | $ | 1,664.5 |
|
| Total ATI stockholders’ equity | | 1,739.4 |
| | 1,355.2 |
|
| Net ATI capital | | $ | 3,151.6 |
| | $ | 3,019.7 |
|
| Net debt to ATI capital | | 44.8 | % | | 55.1 | % |
Total debt to total capitalization was 47.2% at December 31, 2017 compared to 58.3% at December 31, 2016.
|
| | | | | | | | |
| (In millions) | | December 31,
2017 | | December 31,
2016 |
| Total debt (a) | | $ | 1,553.8 |
| | $ | 1,894.1 |
|
| Total ATI stockholders’ equity | | 1,739.4 |
| | 1,355.2 |
|
| Total ATI capital | | $ | 3,293.2 |
| | $ | 3,249.3 |
|
| Total debt to ATI capital | | 47.2 | % | | 58.3 | % |
(a) Excludes debt issuance costs.
In December 2017, we redeemed all $350 million aggregate principal amount of the 2019 Notes, resulting in a $37.0 million pre-tax debt extinguishment charge, which included a $35.8 million cash payment as a make-whole provision on the early extinguishment of debt, and a $1.2 million charge for previously-unrecognized debt issue costs.
The 5.875% stated interest rate payable on the 2023 Notes is subject to adjustment in the event of changes in the credit ratings on the 2023 Notes by either Moody’s or Standard & Poor’s (S&P). Each notch of credit rating downgrade from the credit ratings in effect when the 2023 Notes were issued in July 2013 increases interest expense by 0.25% on the 2023 Notes, up to a maximum 4 notches by each of the two rating agencies, or a total 2.0% potential interest rate change up to 7.875%.
In February 2016, the 2023 Notes reset one notch to the maximum 7.875% annual interest rate as a result of a credit rating downgrade by S&P, which resulted in an additional $1.3 million of interest expense measured on an annual basis, compared to 2015. Any further credit rating downgrades have no effect on the interest rate of the 2023 Notes, and increases in the Company’s credit ratings from these ratings agencies would reduce interest expense incrementally on the 2023 Notes to the original 5.875% interest rate in a similar manner.
In the second quarter of 2016, we issued and sold $287.5 million aggregate principal amount of the 2022 Convertible Notes. Interest on the 2022 Convertible Notes is payable in cash semi-annually in arrears on each January 1 and July 1, commencing January 1, 2017. The 2022 Convertible Notes have a conversion price of $14.45 per share, subject to adjustment in certain events. Other than receiving cash in lieu of fractional shares, holders do not have the option to receive cash instead of shares of common stock upon conversion.
STAL, the Company’s ChinesePRS joint venture company in which ATI has a 60% interest, has a separate $20 million revolving credit facility entered into in April 2015. Borrowings under the STAL revolving credit facility are in U.S. dollars based on U.S. interbank offered rates. The credit facility is supported solely by STAL’s financial capability without any guarantees from the joint venture partners. The credit facility requires STAL to maintain a minimum level of shareholders’ equity, and certain financial ratios.China.
Contractual Obligations
A summary of required payments under financial instruments (excluding accrued interest) and other commitments are presented below. A liability
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Total | | Less than 1
year | | 1-3
years | | 4-5
years | | After 5
years |
| Contractual Cash Obligations | | | | | | | | | | |
| Total Debt including Finance Leases (A) | | $ | 2,199.2 | | | $ | 31.9 | | | $ | 483.8 | | | $ | 574.9 | | | $ | 1,108.6 | |
| Interest on Debt (B) | | 616.0 | | | 118.1 | | | 208.4 | | | 158.2 | | | 131.3 | |
| Operating Lease Obligations (C) | | 88.1 | | | 17.0 | | | 27.6 | | | 18.6 | | | 24.9 | |
| Other Long-term Liabilities | | 104.0 | | | — | | | 56.0 | | | 28.9 | | | 19.1 | |
| Pension and OPEB Obligations (D) | | 257.9 | | | 32.1 | | | 56.2 | | | 51.3 | | | 118.3 | |
| Unconditional Purchase Obligations | | | | | | | | | | |
| Raw Materials (E) | | 1,127.4 | | | 605.8 | | | 408.1 | | | 113.5 | | | — | |
| Capital expenditures | | 86.1 | | | 85.4 | | | 0.7 | | | — | | | — | |
| Other (F) | | 43.9 | | | 27.4 | | | 14.5 | | | 2.0 | | | — | |
| Total | | $ | 4,522.6 | | | $ | 917.7 | | | $ | 1,255.3 | | | $ | 947.4 | | | $ | 1,402.2 | |
| Other Financial Commitments | | | | | | | | | | |
| Lines of Credit (G) | | $ | 658.1 | | | $ | 58.1 | | | $ | — | | | $ | 600.0 | | | $ | — | |
| Guarantees | | $ | 13.4 | | | | | | | | | |
(A)Amounts exclude $68 million for taxescertain finance lease contracts the Company has agreed to enter into. See Note 11, Leases for further information.
(B)Amounts include contractual interest payments using the interest rates in effect as of December 31, 2023 applicable to the Company’s ABL Term Loan due 2027, the 2025 Convertible Notes, the Allegheny Ludlum 6.95% Debentures due 2025, the 2027 Notes, the 2029 Notes, the 2030 Notes and the 2031 Notes.
(C)Amounts include operating lease obligations at their undiscounted value. These obligations are presented in other current liabilities and other long-term liabilities on mandatory deemed repatriationthe consolidated balance sheets at their discounted value, using applicable interest rates. See Note 11, Leases for further information.
(D)Based on current actuarial studies, amounts include payments for the next 10 years, which are not significant, to defined benefit pension plans, assuming the expected long-term returns on pension assets are achieved. Projections of earningsminimum required payments to the U.S. qualified defined benefit pension plan are subject to significant uncertainty based on a number of controlledfactors including actual pension plan asset returns, changes in estimates of participant longevity, and changes in interest rates. Amounts also include actuarial projections of payments under other post-employment benefit plans for the next 10 years. In most retiree healthcare plans, our contributions are capped based on the cost as of a certain date. See Note 14, Retirement Benefits for further information.
(E)We have contracted for physical delivery for certain of our raw materials to meet a portion of our needs. These contracts are based upon fixed or variable price provisions. We used current market prices as of December 31, 2023, for raw material obligations with variable pricing.
(F)We have various contractual obligations that extend through fiscal year 2028 for services involving production facilities and administrative operations. Our purchase obligation as disclosed represents the estimated termination fees payable if we were to exit these contracts.
(G)At December 31, 2023, there was $5.0 million drawn under foreign corporations,credit agreements. Drawn amounts on the U.S. facility were $31.7 million utilized for standby letters of credit under the $600 million ABL facility, which is onerenew annually. These standby letters of the provisions of the recently-enacted Tax Act, has been excluded from the contractual cash obligations disclosure because ATI has sufficient net operating loss carryforwards availablecredit are used to fully offset the tax payment obligation.support: $22.0 million in workers’ compensation and general insurance arrangements, $5.4 million related to environmental matters and $4.3 million for performance assurances.
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Total | | Less than 1 year | | 1-3 years | | 4-5 years | | After 5 years |
| Contractual Cash Obligations | | | | | | | | | | |
| Total Debt including Capital Leases | | $ | 1,553.8 |
| | $ | 10.1 |
| | $ | 5.5 |
| | $ | 888.2 |
| | $ | 650.0 |
|
| Interest on Debt (A) | | 507.6 |
| | 99.7 |
| | 202.2 |
| | 135.0 |
| | 70.7 |
|
| Operating Lease Obligations | | 77.4 |
| | 20.0 |
| | 26.0 |
| | 17.5 |
| | 13.9 |
|
| Other Long-term Liabilities | | 73.2 |
| | — |
| | 22.4 |
| | 9.1 |
| | 41.7 |
|
| Pension and OPEB Obligations (B) | | 684.3 |
| | 81.1 |
| | 258.9 |
| | 192.3 |
| | 152.0 |
|
| Unconditional Purchase Obligations | | | | | | | | | | |
| Raw Materials (C) | | 1,049.3 |
| | 367.3 |
| | 489.0 |
| | 193.0 |
| | — |
|
| Capital expenditures | | 62.8 |
| | 50.6 |
| | 12.2 |
| | — |
| | — |
|
| Other (D) | | 146.3 |
| | 68.3 |
| | 47.3 |
| | 22.4 |
| | 8.3 |
|
| Total | | $ | 4,154.7 |
| | $ | 697.1 |
| | $ | 1,063.5 |
| | $ | 1,457.5 |
| | $ | 936.6 |
|
| Other Financial Commitments | | | | | | | | | | |
| Lines of Credit (E) | | $ | 469.7 |
| | $ | 69.7 |
| | $ | — |
| | $ | 400.0 |
| | $ | — |
|
| Guarantees | | $ | 31.2 |
| | | | | | | | |
| |
(A) | Amounts include contractual interest payments using the interest rates in effect as of December 31, 2017 applicable to the Company’s 2021 Notes, the Term Loan due 2022, the 2022 Convertible Notes, the 2023 Notes and the 6.95% Debentures due 2025. |
| |
(B) | Based on current actuarial studies, amounts include payments for the next 10 years to defined benefit pension plans, assuming the expected long-term return on pension assets is achieved. Projections of minimum required payments to the ATI Pension Plan are subject to significant uncertainty based on a number of factors including actual pension plan asset returns, changes in estimates of participant longevity, and changes in interest rates. Amounts also include actuarial projections of payments under other postemployment benefit plans for the next 10 years. In most retiree healthcare plans, our contributions are capped based on the cost as of a certain date. See Note 11, Retirement Benefits for further information. |
| |
(C) | We have contracted for physical delivery for certain of our raw materials to meet a portion of our needs. These contracts are based upon fixed or variable price provisions. We used current market prices as of December 31, 2017, for raw material obligations with variable pricing. |
| |
(D) | We have various contractual obligations that extend through 2026 for services involving production facilities and administrative operations. Our purchase obligation as disclosed represents the estimated termination fees payable if we were to exit these contracts. |
| |
(E) | At December 31, 2017, there was $6.3 million drawn under foreign credit agreements. Drawn amounts on the U.S. facility were $42.3 million utilized under the $400 million ABL facility for standby letters of credit, which renew annually. These letters of credit are used to support: $29.1 million in workers’ compensation and general insurance arrangements, $12.4 million related to environmental matters and $0.8 million for ATI’s assurance of performance to a customer. |
Commitments and Contingencies
At December 31, 2017,2023, our reserves for environmental remediation obligations totaled approximately $12$13 million,, of which $7$7 million was included in other current liabilities. These reserves included estimated probable future costs of: $2$3 million for federal Superfund and comparable state-managed sites; $8$7 million for formerly owned or operated sites for remediation or indemnification obligations; $1$2 million for owned or controlled sites at which our operations have been or plan to be discontinued; and $1$1 million for sites utilized by the Company in ourits ongoing operations. We continue to evaluate whether we may be able to recover a portion of future costs for environmental liabilities from third parties and to pursue such recoveries where appropriate. The timing of expenditures depends on a number of factors that vary by site. ATI expects that it will expend present accruals over many years and that remediation of all sites with which it has been identified will be completed within thirty years.
At December 31, 2017,2023, we had recognized asset retirement obligations (AROs) of $24$18 million related to landfill closures, decommissioning costs, facility leases and conditional AROs associated with manufacturing activities using what may be characterized as potentially hazardous materials.
Based on currently available information, it is reasonably possible that the costs for active matters may exceed our recorded reserves by as much as $15$17 million. However, future investigation or remediation activities may result in the discovery of additional hazardous materials, potentially higher levels of contamination than discovered during prior investigation, and may impact costs of the success or lack thereof in remedial solutions. Therefore, future developments, administrative actions or liabilities relating to environmental matters could have a material adverse effect on the ATI’s consolidated financial condition or results of operations.
Labor Matters
Collective bargaining agreements withWe have no significant CBAs that expire in fiscal year 2024. Approximately 1,100 USW-represented employees engaged in a 3 ½ month strike in mid-2021, following the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied & Industrial Service Workers International Union, AFL-CIO, CLC (USW)expiration of a CBA, primarily affecting operations in the AA&S segment. In July 2021, we announced that cover approximately 600 employees expired in 2017, and operations continue at these facilities while negotiationsa new four-year labor agreement with the USW are ongoing. In addition,through February 28, 2025 was ratified, ending the Company has CBAs with approximately 300 full-time employees that expire in 2018.strike.
Retirement Benefits
We instituted several liability management actions over the last few years to effect changes to our retirement benefit programs. As a result of these actions, nearly allAll of ATI’s operations have defined benefit pensions thatpension plans are eitherclosed to new entrants, and at most ATI operations with pension participants, the plans are frozen for all future benefit accruals, or closed to new entrants, andwith less than 800 participants still accruing benefit service. Additionally, all of the remaining collectively-bargained defined benefit retiree health care plans thatat ATI’s operations are capped andnow closed to new
entrants, transitioningwith cost caps in place for these obligations. As a result of these actions, ATI’s retirement benefitsavings and other postretirement benefit programs have largely transitioned to a defined contribution structure.
From fiscal years 2013 to 2022, five annuity buyouts of retired participants and two voluntary cash out programs of deferred participants during this period helped to reduce the total participants in ATI’s U.S. qualified defined benefit pension plans by more than 60%. During the fourth quarter of fiscal year 2023, we purchased group annuity contracts from an insurer covering approximately 85% of our U.S. qualified defined benefit pension plan obligations. Under these contracts, we transferred the pension obligations and associated assets for approximately 8,200 plan participants to the selected insurance company. To facilitate this pension derisking strategy, we completed a voluntary cash out for term vested employees and contributed $222 million to our pension plan in the third quarter of fiscal year 2023, to fully fund remaining pension liabilities ahead of this annuity transaction. After these actions, our U.S. qualified defined benefit pension plan includes approximately 1,980 participants.
At December 31, 2017, the ATI Pension Plan was2023, our defined benefit pension plans were approximately 76%97% funded in accordance with generally accepted accounting principles, and waswere remeasured at that date using a 3.85%5.60% discount rate to measure the projected benefit obligation. For ERISA funding purposes, discount rates used to measure pension liabilities for U.S. qualified defined benefit plans are calculated on a different basis using an IRS-determined segmented yield curve, which currently results in a higher discount rate than the discount rate methodology required by accounting standards.curve. Funding requirements are also affected by IRS-determined mortality assumptions, which may differ from those used under accounting standards. Based uponon current regulations and actuarial studies,assumptions, we expectare not required to make approximately a $40 million cash contributionany contributions to the ATI Pension Plan in 2018,our pension plan during fiscal year 2024, and we currently expectare not required to have average annual funding requirements of approximately $85 millionmake any significant contributions for at least the next few years for this plan, using an expected 7.75% rate of return on pension plan assets.ten years. However, these estimates are subject to significant uncertainty, including potential changes to mortality tables with revised longevity estimates, and the performance of our pension trust assets.assets and the discount rates used to measure pension liabilities. Pension trust asset performance for both our accounting and ERISA funding calculations is determined using the market value of plan assets at the end of each year. Since July 2016, we have contributed $250 million in cash to the ATI Pension Plan to improve the plan’s funded position.
Dividends
Effective with the fourth quarter of 2016, our Board of Directors decided to suspend the quarterly dividend. A quarterly dividend of $0.08 per share of common stock outstanding was paid for each of the first three quarters of 2016. The payment of dividends and the amount of such dividends depends upon matters deemed relevant by our Board of Directors on a quarterly basis, such as our results of operations, financial condition, cash requirements, future prospects, any limitations imposed by law, credit agreements or senior securities, and other factors deemed relevant and appropriate. Under the ABL facility, there is no limit on dividend declarations or payments provided that the undrawn availability, after giving effect to a particular dividend payment, is at least the greater of $100 million and 25% of the maximum revolving credit availability, and no event of default under the ABL facility has occurred and is continuing or would result from paying a dividend. In addition, there is no limit on dividend declarations or payments if the undrawn availability is less than the greater of $100 million and 25% of the maximum revolving credit advance amount but more than the greater of $60 million and 15% of the maximum revolving credit advance amount, if (i) no event of default has occurred and is continuing or would result from paying the dividend, (ii) we demonstrate to the administrative agent that, prior to and after giving effect to the payment of the dividend (A) the undrawn availability, as measured both at the time of the dividend payment and as an average for the 60 consecutive day period immediately preceding the dividend payment, is at least the greater of $60 million and 15% of the maximum revolving credit availability, and (B) we maintain a fixed charge coverage ratio of at least 1.00:1.00, as calculated in accordance with the terms of the ABL facility.
Critical Accounting Policies
The accompanying consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles. When more than one accounting principle, or the method of its application, is generally accepted, management selects the principle or method that is most appropriate in our specific circumstances. Application of these accounting principles requires our management to make estimates about the future resolution of existing uncertainties; as a result, actual results could differ from these estimates. In preparing these consolidated financial statements, management has made its best estimates and judgments of the amounts and disclosures included in the financial statements giving due regard to materiality.
Inventories
At December 31, 2017, we had net inventory of $1,176.1 million. Inventories are stated at the lower of cost (LIFO, FIFO and average cost methods) or market, less progress payments. Costs include direct material, direct labor and applicable manufacturing and engineering overhead, and other direct costs. Most of our inventory is valued utilizing the LIFO costing methodology. Inventory of our non-U.S. operations is valued using average cost or FIFO methods. Under the LIFO inventory valuation method, changes in the cost of raw materials and production activities are recognized in cost of sales in the current period even though these material and other costs may have been incurred at significantly different values due to the length of time of our production cycle. In a period of rising prices, cost of sales expense recognized under LIFO is generally higher than the cash costs incurred to acquire the inventory sold. Conversely, in a period of declining raw material prices, cost of sales recognized under LIFO is generally lower than cash costs incurred to acquire the inventory sold. Generally, over time based on overall inflationary trends in raw materials, labor and overhead costs, the use of the LIFO inventory valuation method will result in a LIFO inventory valuation reserve, as the higher current period costs are included in cost of sales and the balance sheet carrying value of inventory is reduced.
The prices for many of the raw materials we use have been extremely volatile during the past several years, while labor and overhead costs have been generally stable, with a modest inflationary trend. Raw material cost changes typically have the largest impact on the LIFO inventory costing methodology based on the overall proportion of raw material costs to other inventoriable costs. Since we value most of our inventory utilizing the LIFO inventory costing methodology, a fall in material
costs generally results in a benefit to operating results by reducing cost of sales and increasing the inventory carrying value, while conversely, a rise in raw material costs generally has a negative effect on our operating results by increasing cost of sales while lowering the carrying value of inventory. For example, for the years ended December 31, 2017 and 2016, the LIFO inventory valuation method resulted in cost of sales that were $54.2 million and $39.1 million, respectively, higher than would have been recognized under the FIFO methodology to value our inventory.
Due primarily to persistent raw material deflation in prior years, we are in the unusual situation of having a LIFO inventory balance that exceeds replacement cost. In cases where inventory at FIFO cost is lower than the LIFO carrying value, a write-down of the inventory to market may be required, subject to a lower of cost or market evaluation. In applying the lower of cost or market principle, market means current replacement cost, subject to a ceiling (market value shall not exceed net realizable value) and a floor (market shall not be less than net realizable value reduced by an allowance for a normal profit margin). We evaluate product lines on a quarterly basis to identify inventory values that exceed estimated net realizable value. The calculation of a resulting NRV inventory reserve, if any, is recognized as an expense in the period that the need for the reserve is identified.
The impact to our cost of sales for changes in the LIFO costing methodology and associated NRV inventory reserves were as follows (in millions): |
| | | | | | | | | | |
| | | Fiscal year ended December 31, |
| | | 2017 | 2016 | 2015 |
| LIFO benefit (charge) | | $ | (54.2 | ) | $ | (39.1 | ) | $ | 131.6 |
|
| NRV benefit (charge) | | 54.0 |
| 39.9 |
| (131.5 | ) |
| Net cost of sales impact | | $ | (0.2 | ) | $ | 0.8 |
| $ | 0.1 |
|
We also recorded inventory valuation charges for the market-based valuation of Rowley-produced titanium sponge inventory. These lower of cost or market charges in 2016 and 2015 were $17.7 million and $24.5 million, respectively. Additionally, in the third quarter of 2016, in conjunction with the indefinite idling of our Rowley, UT titanium sponge facility, an additional $11.3 million charge was taken to revalue titanium sponge inventory based on revised assessments of industrial grade titanium market conditions and expected utilization of this inventory. In December 2015, based on current market prices for non-premium quality (PQ) grades of titanium sponge, we recorded an additional $25.4 million charge to revalue this inventory. This charge included revised assessments of the non-PQ titanium market conditions and expected utilization of this inventory.
It is our general policy to write-down to scrap value any inventory that is identified as obsolete and any inventory that has aged or has not moved in more than twelve months. In some instances this criterion is up to twenty-four months due to the longer manufacturing and distribution process for certain products.
The LIFO inventory valuation methodology is not utilized by many of the companies with which we compete, including foreign competitors. As such, our results of operations may not be comparable to those of our competitors during periods of volatile material costs due, in part, to the differences between the LIFO inventory valuation method and other acceptable inventory valuation methods.
Asset Impairment
We monitor the recoverability of the carrying value of our long-lived assets. An impairment charge is recognized when the expected net undiscounted future cash flows from an asset’s use (including any proceeds from disposition) are less than the asset’s carrying value, and the asset’s carrying value exceeds its fair value. Changes in the expected use of a long-lived asset group, and the financial performance of the long-lived asset group and its operating segment, are evaluated as indicators of possible impairment. Future cash flow value may include appraisals for property, plant and equipment, land and improvements, future cash flow estimates from operating the long-lived assets, and other operating considerations. In
As of April 3, 2022, our Sheffield, UK operations were classified as held for sale, and the fourth quarterterms of each yearsale resulted in conjunction with the annual business planning cycle, or more frequently if new material information is available, we evaluate the recoverabilityindicators of idled facilities.
In August 2016, ATI announced the indefinite idling of the Rowley, Utah titanium sponge production facility, with the orderly wind-down of operations to occur through December 2016. Over the last several years significant global capacity had been added to produce titanium sponge, which is a key raw material used to produce ATI’s titanium products. In addition, demand for industrial-grade titanium products from global markets continued to be weak. As a result of these factors, titanium sponge, including aerospace quality sponge, could be purchased from qualified global producers under long-term supply agreements at prices lower than the production costs at ATI’s titanium sponge facility in Rowley, UT. The Rowley facility was idled in a manner that allows the facility to be restartedimpairment in the future if supported by market conditions. As a resultlong-lived assets of this idling decision, we evaluated the recoverability of this facility and concluded that the expected net undiscounted future cash flows from these
assets were less than their carrying value.disposal group. A $470.8$22.3 million long-lived asset impairment charge was recognizedrecorded in 2016 to reduce the carrying valuefirst quarter of fiscal year 2022, reported as part of the Rowley, UT facility to estimated fair value based$112.2 million loss on asset appraisals using cost, income and market approaches.
In December 2015, we announced rightsizing actions to better align our Flat Rolled Products operations tosale of this business for the challenging market conditions for our commodity products. Such actions included the idling of the standard stainless operations at the Midland, PA facility, which was completed infiscal year ended January 2016, and the GOES operations in Western PA, including the Bagdad, PA facility, which was completed in April 2016. In October 2016, the Company announced the closure of these facilities as management concluded that the facilities could not be operated at an acceptable rate of return. As a result of these idlings in 2015, we evaluated the recoverability of these idled facilities and concluded that the expected net undiscounted future cash flows from these assets were less than their carrying value. A $24.2 million1, 2023. This long-lived asset impairment charge was recognized to reducedetermined using the carrying value ofheld for sale framework and represents Level 1 information in the Midland facility to estimated fair value and a $30.3 million impairment charge was recognized to reduce the carrying value of GOES operations assets to estimated fair value in 2015. These long-lived asset impairment charges were based on analysis of the estimated fair values, including asset appraisals using income and market approaches.hierarchy.
Goodwill is reviewed annually in the fourth quarter of each fiscal year for impairment or more frequently if impairment indicators arise. Other events and changes in circumstances may also require goodwill to be tested for impairment between annual measurement dates. DuringAt December 31, 2023, the third quarterCompany had $227.2 million of 2017, we performed an interim goodwill impairment analysis on ATI Cast Products, a titanium investment casting business, dueits consolidated balance sheet, all of which relates to impairment indicators including lower actual results versus projections. This reporting unit had a fair value that exceeded carrying value by 12% as a result ofthe HPMC segment.
For our 2016 annual goodwill impairment evaluation. As a resultevaluation performed in the fourth quarter of the 2017 interimfiscal year 2023, quantitative goodwill impairment evaluation, we determined that the fair value of the Cast Products business was significantly below the carrying value, including goodwill. This was primarily due to lower projected revenues, profitability and cash flows associated with revised expectationsassessments were performed for the rate of operational improvement and profitability of this business based on current customer agreements. Consequently, during the third quarter of 2017, we recorded a $114.4 million pre-tax impairment charge to write-off all of the goodwill associatedtwo HPMC reporting units with ATI Cast Products, most of which was assigned from our 2011 Ladish acquisition that was not deductible for income tax purposes.
Also during the third quarter of 2017, management concluded that the goodwill impairment at ATI Cast Products was an impairment indicator to evaluate the recoverability of other long-lived assets of this reporting unit, including property, plant, equipment, and intangible assets. No impairment was determined to exist in these long-lived assets as a result of this interim impairment test.
For both our annual and interim goodwill impairment analysis in 2017, fairgoodwill. Fair values were determined by using a quantitative assessment that may includeincludes discounted cash flow and multiples of cash earnings valuation techniques, plus valuation comparisons to recent public sale transactions of similar businesses, if any, which represents Level 3 unobservable information in the fair value hierarchy. These impairment assessments and valuation methods require us to make estimates and assumptions regarding future operating results, cash flows,revenue growth, changes in working capital and capital expenditures, selling prices and profitability that drive cash flows, and the cost of capital.WACC. Many of these assumptions are determined by reference to market participants we have identified. For example, our weighted average costs of capitalWACC used in our discounted cash flow assessments ranged from approximately 10% to 11%was 12.0% and long-term growth rates ranged from 3% to 4.5%3.5%. The estimated effect of a 0.50% change in the WACC would result in a 10% change in the fair value of the Forged
Products reporting unit. Although we believe that the estimates and assumptions used were reasonable, actual results could differ from those estimates and assumptions.
The $227.2 million of goodwill remaining as of December 31, 2023 on our consolidated balance sheet is comprised of $161.2 million at the Forged Products reporting unit and $66.0 million at the Specialty Materials reporting unit. For our annual goodwill impairment evaluation performed in the fourth quarter of fiscal year 2023, the Specialty Materials reporting unit had a fair value that was significantly in excess of carrying value. The Forged Products reporting unit had a fair value that exceeded carrying value by approximately 60% for the fiscal year 2023 annual assessment, which increased compared to the annual evaluation for fiscal year 2022. As a result, no impairments were determined to exist from the annual goodwill impairment evaluation for the fiscal years ended December 31, 2023, January 1, 2023 or January 2, 2022. In order to validate the reasonableness of the estimated fair values of the reporting units as of the valuation date, a reconciliation of the aggregate fair values of all reporting units to market capitalization was performed using a reasonable control premiumpremium. In addition, no indicators of impairment were observed in order to validate the reasonablenessfiscal years 2023 or 2022 associated with any of the estimated fair values of the reporting units as of the valuation date. No impairments were determined to exist from the annual goodwill impairment evaluations for the years ended December 31, 2017 and 2016. For the 2017 evaluation, our two HPMC reporting units with goodwill had fair values that were significantly in excess of carrying value.
As a result of this assessment in 2015, we determined that the fair value of the Flat Rolled Products business was below carrying value, including goodwill. During the fourth quarter of 2015, we recorded a $126.6 million pre-tax impairment charge to write-off all the goodwill in the Flat Rolled Products segment. This was due to challenging market conditions in 2015 in this business, primarily impacting commodity stainless flat-rolled products. No other goodwill impairments were determined to exist for the year ended December 31, 2015.
long-lived assets.
Income Taxes
The provision for or benefit from, income taxes includes deferred taxes resulting from temporary differences in income for financial and tax purposes using the liability method. Such temporary differences result primarily from differences in the carrying value of assets and liabilities. Future realization of deferred income tax assets requires sufficient taxable income within the carryback and/or carryforward period available under tax law. On a quarterly basis, we evaluate the realizability of our deferred tax assets.
The evaluation includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, historical taxable income in prior carryback periods if carryback is permitted, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused. In situations where a three yearthree-year cumulative loss condition exists, accounting standards limit the ability to consider projections of future results as positive evidence to assess the realizability of deferred tax assets. Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of the deferred tax asset will not be realized.
Since 2015, ATI results have reflectedfiscal year 2020, ATI’s U.S. operations were in a three yearthree-year cumulative loss position, limiting the ability to utilize future projections as verifiable sources of income when analyzing the need for a valuation allowance. Results in fiscal years 2021 and 2022 include impacts from U.S. operations.income taxes that differ from applicable standard tax rates, primarily related to these income tax valuation allowances. This cumulative loss continued until fiscal year 2023 when ATI exited the three-year cumulative loss position and we concluded it was appropriate to consider future projections as a source of income when analyzing the need for a valuation allowance. We established $74.5 million indetermined that valuation allowances on net deferred tax asset valuation allowances in 2015, of which $68.4 million werebalances for certain federal and certain state deferredjurisdictions are no longer required. Certain individual tax assets. In 2016, the actions to indefinitely idle the Rowley, UT titanium sponge production facility resulted inattributes still require a reassessment of the realizability of U.S. federal deferred tax assets. In 2016, our results of operations included an increase to deferred tax asset valuation allowances of $171.5 million, including an additional $165.8 million valuation allowance based on federal and state deferred tax assets as well as additional deferred tax asset valuation allowances in certain foreign jurisdictions. These deferred tax valuation allowances in 2015 and 2016 had the effect of significantly reducing the reported income tax benefit applicable to the pre-tax loss in each period. In 2017, ATI continued to maintain income tax valuation allowances on its U.S. Federal and state deferred tax assets. In addition we have a $28.8 million valuation allowance on amounts recorded in other comprehensive income as of December 31, 2017.
While we remain in a cumulative loss condition, our ability to evaluate the realizability of deferred tax assets is generally limited to the ability to offset timing differences on taxable income associated with deferred tax liabilities. Therefore, a change in estimate of deferred tax asset valuation allowances for federal, state, or foreign jurisdictions during this cumulative loss condition period will primarily be affected by changes in estimates of the time periods that deferred tax assets and liabilities will be realized, or on a limited basis to tax planning strategies that may result in a change in the amount of taxable income realized.expected utilization. At December 31, 2017,2023, our deferred tax asset valuation allowance was $274.0$60.3 million.
On December 22, 2017, In fiscal year 2023, ATI recorded a tax benefit associated with the valuation allowance due to the current year income for the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cutsoperations and Jobs Act. The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to:
(1) reducing the U.S. federal corporate tax rate from 35% to 21%;
(2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries;
(3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries;
(4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations;
(5) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized;
(6) creating the base erosion anti-abuse tax (BEAT), a new minimum tax;
(7) creating a new limitation on deductible interest expense; and
(8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.
We continue to evaluate various aspects of the Tax Act, including the following significant items:
Reduction of US federal corporate tax rate: The Tax Act reduces the corporate tax rate to 21%, effective January 1, 2018. While we are able to make a reasonable estimate of the impact of the reduction in corporate rate, it may be affected by other analysesan additional benefit was recorded related to the Tax Act, including, but not limitedvaluation allowance release associated with ATI’s ability to our calculationutilize projections for future income. In addition, we have $24.1 million of deemed repatriation of deferred foreign income and the state tax effect of adjustments made to federal temporary differences.
Deemed Repatriation Transition Tax: The Deemed Repatriation Transition Tax (Transition Tax) is a taxvaluation allowances on previously untaxed accumulated and current earnings and profits (E&P) of certain of our foreign subsidiaries. To determine the amount of the Transition Tax, we must determine,amounts recorded in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. We are able to make a reasonable estimate of the Transition Tax and recorded a provisional Transition Tax obligation. However, as we gather additional information and receive additional guidance from the U.S. Treasurycomprehensive loss on the applicationconsolidated balance sheet as of certain provisions of Tax Act, we will refine our estimate.
Global intangible low taxed income (GILTI): The Tax Act creates a new requirement effective for fiscal years beginning after December 31, 2017, that certain income (i.e., GILTI) earned by controlled foreign corporations (CFCs) must be included currently in the gross income of the CFCs’ U.S. shareholder. Because of the complexity of the new GILTI tax rules, we are continuing to evaluate this provision of the Tax Act and the application of ASC 740, however, we have estimated that no expense would be required to be recorded in the current year.
Base Erosion and Anti-Abuse (BEAT): The Tax Act imposes a new “base erosion” minimum tax that is generally calculated after adding back certain deductible payments made to related foreign subsidiaries to taxable income and is applicable for years
beginning after December 31, 2017. We continue to review the impact of BEAT but have preliminarily estimated that no expense would be required to be recorded in the current year.
Valuation allowances: ATI must assess whether its valuation allowance analyses or deferred tax assets are affected by various aspects of the Tax Act (e.g., deemed repatriation of deferred foreign income, GILTI inclusions, and new categories of foreign tax credits). We recorded provisional amounts related to certain portions of the Tax Act, therefore any corresponding determination of the need for or change in a valuation allowance is also provisional.2023.
Retirement Benefits
We have defined contribution retirement plans or benefit pension plans covering substantially all of our employees. We also sponsor several postretirement plans covering certain hourly and salaried employees and retirees. These plans provide health care and life insurance benefits for eligible employees. Company contributions to defined contribution retirement plans are generally based on a percentage of eligible pay or based on hours worked, and are funded with cash. We instituted several liability management actions overAll of ATI’s defined benefit pension plans are closed to new entrants, and at most ATI operations with pension participants the last few yearsplans are frozen for all future benefit accruals, with less than 800 participants still accruing benefit service. Additionally, all of the remaining, collectively bargained defined benefit retiree health care plans at ATI’s operations are closed to effect changes to our retirement benefit programs.new entrants, with cost caps in place for these obligations. As a result of these actions, nearly all of ATI’s operations have defined benefit pensions that are either frozen for all future benefit accruals or closed to new entrants, and remaining collectively-bargained defined benefit retiree health care plans that are capped and closed to new entrants, transitioning ATI’s retirement benefitsavings and other postretirement benefit programs have largely transitioned to a defined contribution structure.
Under U.S. generally accepted accounting principles, amounts recognized in financial statements for defined benefit pension plans are determined on an actuarial basis, rather than as contributions are made to the plan. A significant element in determining our pension income or expense in accordance with the accounting standards is the expected investment return on plan assets. In establishing the expected return on plan investments, which is reviewed annually in the fourth quarter, we take into consideration input from our third partythird-party pension plan asset managers and actuaries regarding the types of securities the plan assets are invested in, how those investments have performed historically, and expectations for how those investments will perform in the future. Our weighted average expected long-term return on pension plan investments was 7.75%initially 6.57% in2017
fiscal year 2023, and 5.80% upon remeasurement as of October 17, 2023, following the large annuity buyout of retirees. The expected long-term rate of return on pension plan investments for fiscal year 2024 will be 5.80%. We apply thisthe assumed rate of return to the market value of plan assets at the end of the previous year. This produces the expected return on plan assets that is included in annual pension expense for the current year. The actual returns on pension plan assets for the last five fiscal years have been 16.9%2.0% for 2017, 5.3%2023, (14.5)% for 2016, (1.2)%2022, 12.4% for 2015, 6.5%2021, 15.2% for 2014,2020, and 14.3%15.1% for 2013.2019. The effect of increasing, or lowering, the expected return on pension plan investments by 0.25% would result in additional pre-tax annual income, or expense, of approximately $5$1 million. The cumulative difference between the expected return and the actual return on plan assets is deferredimmediately recognized in earnings through net periodic pension benefit cost within nonoperating retirement benefit expense on the consolidated statements of operations when pension plans are remeasured annually in the fourth quarter or on an interim basis as triggering events require remeasurement. This immediate recognition is in accordance with the accounting standards and amortized into pension income or expense over future periods.is a result of our change in accounting principle in the fourth quarter of fiscal year 2023 as discussed in Note 1 to the Consolidated Financial Statements. The amount of expected return on plan assets can vary significantly from year-to-year since the calculation is dependent on the market value of plan assets as of the end of the preceding year. TheU.S. generally accepted accounting principles allow companies to calculate the expected long-term rate of return on pension assets using either an average of fair market values of pension assets over a period not to exceed five years, which reduces the volatility in reported pension income or expense, or their fair market value at the end of the previous year. However, the U.S. Securities and Exchange Commission currently does not permit companies to change from the fair market value at the end of the previous year methodology, which is the methodology that we use, to an averaging of fair market values of plan investments for 2018 is 7.75%.assets methodology. As a result, our results of operations and those of other companies, including companies with which we compete, may not be comparable due to these different methodologies in calculating the expected return on pension investments.
In accordance with accounting standards, we determine the discount rate used to value pension plan liabilities as of the last day of our fiscal year. The discount rate reflects the current rate at which the pension liabilities could be effectively settled. In estimating this rate, we receive input from our actuaries regarding the rates of return on high quality, fixed-income investments with maturities matched to the expected future retirement benefit payments. Based on this assessment, we established a discount rate of 3.85%5.60% for valuing the pension liabilities as of December 31, 2017,2023, and for determining the pension expense for 2018.fiscal year 2024. We had previously assumed a discount rate of 4.45%5.55% at the end of 2016fiscal year 2022, which changed to 6.40% upon the remeasurement as of October 17, 2023, following the large annuity buyout of retirees, and 4.65%2.95% at the end of 2015.fiscal year 2021. The estimated effect of changing the discount rate by 0.50% would decrease pension liabilities in the case of an increase in the discount rate or increase pension liabilities in the case of a decrease in the discount rate, by approximately $150$20 million. Such a change in the discount rate would decreasehave an insignificant impact to pension expense in the case of an increase in the discount rate, or increase pension expense in the case of a decrease in the discount rate, by approximately $2 million.expense. The effect on pension liabilities for changes to the discount rate, as well as the net effect of other changes in actuarial assumptions and experience, are deferred and amortized over future periodsimmediately recognized in earnings through net periodic pension benefit cost within nonoperating retirement benefit expense on the consolidated statements of operations when pension plans are remeasured annually in the fourth quarter or on an interim basis as triggering events require remeasurement. This immediate recognition is in accordance with the accounting standards.
As discussed above, gainsstandards and losses due to differences between actual and expected results for investment returns on plan assets, changesis a result of our change in accounting principle in the discount rate usedfourth quarter of fiscal year 2023 as discussed in Note 1 to value benefit obligations, and other changes in estimates such as participant life expectancy are deferred and recognized in the consolidated statement of operations over future periods. However for balance sheet presentation, these gains and losses are included in the determination of benefit obligations, net of plan assets, included on the year-end consolidated balance sheet. At December 31, 2017, the Company had $1.4 billion of pre-tax net actuarial losses on its pension obligations, primarily related to an extended decline over the last several years in the discount rate used to value the pension obligations. These actuarial losses have been recognized on the consolidated balance sheet through a reduction in stockholders’ equity, and are being recognized in the consolidated statement of operations through expense amortizations over future years. Due to nearly all of ATI’s defined benefit plans being either frozen for all future benefit accruals or closed to new entrants, the amortization period for accumulated other comprehensive loss recognition for all of these plans is average remaining life expectancy, which is approximately 17 years on a weighted average basis.Consolidated Financial Statements.
With respect to our postretirement plans, under most of the plans, our contributions towards retiree medical premiums are capped based upon the cost as of certain dates, thereby creating a defined contribution. In accordance with U.S. generally accepted accounting standards, postretirement expenses recognized in financial statements associated with defined benefit plans are determined on an actuarial basis, rather than as benefits are paid. We use actuarial assumptions, including the discount rate and the expected trend in health care costs, to estimate the costs and benefit obligations for these plans. The discount rate, which is determined annually at the end of each fiscal year, is developed based upon rates of return on high quality, fixed-income investments. At the end of 2017,fiscal year 2023, we determined the rate to be 3.80%5.40%, compared to a 4.35%5.45% discount rate in 2016,fiscal year 2022, and a 4.50%2.80% discount rate in 2015.fiscal year 2021. The estimated effect of changing the discount rate by 0.50% would decrease postretirement obligations in the case of an increase in the discount rate or increase postretirement obligations in the case of a decrease in the discount rate, by approximately $14$7 million. Such a change in the discount rate would decreasehave an insignificant impact to postretirement benefit expense in the case of an increase in the discount rate, or increase postretirement benefit expense in the case of a decrease in the discount rate, by approximately $1 million.expense. Based upon predictions of continued significant medical cost inflation in future years, the annual assumed rate of increase in the per capita cost of covered benefits of health care plans is 6.8%7.2% in 20182024 and is assumed to gradually decrease to 4.5%4.0% in the year 20382048 and remain level thereafter. Assumed health care cost trend rates can have a significant effect on the benefit obligation for health care plans, however, the Company’s contributions for most of its’its retiree health plans are capped based on a fixed premium amount, which limits the impact of future health care cost increases.
New Accounting Pronouncements Adopted
In January 2017, the Company early adopted changes issued by the Financial Accounting Standards Board (FASB) to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill, which is currently required if a reporting unit with goodwill fails a Step 1 test comparing the fair value of the reporting unit to its carrying value including goodwill. Under this new guidance, an entity should perform its annual, or interim, goodwill impairment test using just the Step 1 test of comparing the fair value of a reporting unit with its carrying amount. Any goodwill impairment, representing the amount by which the carrying amount exceeds the reporting unit’s fair value, is determined using this Step 1 test. Any goodwill impairment loss recognized would not exceed the total carrying amount of goodwill allocated to that reporting unit.
In January 2017, the Company adopted changes issued by the FASB to simplify employee share-based payment accounting. The areas for simplification in this guidance involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows, which will be prospectively adopted. The adoption of these changes did not have a material impact on the Company’s financial statements.
In January 2017, the Company adopted changes issued by the FASB to simplify the measurement of inventory valuation at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The new inventory measurement requirements replace the current inventory valuation guidance that requires the use of a lower of cost or market framework. This change in the measurement of inventory does not apply to inventory valued on a LIFO basis, which is the accounting basis used for most of the Company’s inventory. The adoption of these changes did not have a material impact on the Company’s financial statements.
In the fourth quarter 2017, the Company early adopted changes issued by the FASB on classification of cash receipts and cash payments on the statement of cash flows. The adoption of these changes did not have a material impact on the Company’s financial statements other than requiring the classification of the cash portion of the Company’s debt extinguishment charge in 2017 as a financing activity in the 2017 consolidated statement of cash flows. See Note 8. Debt for further discussion of this debt extinguishment charge.
Pending Accounting Pronouncements
In February 2018, the FASB issued limited changes to accounting standards to address the income tax accounting for certain provisions of the Tax Cuts and Jobs Act (the “Tax Act”). Accounting standards require the effect of a change in tax laws or rates on deferred tax assets and liabilities to be included in income from continuing operations in the reporting period that the change was enacted, including tax effects that were initially recognized directly in other comprehensive income at the previous rate. This results in stranded amounts in accumulated other comprehensive income (AOCI) related to the income tax rate differential, as the net-of-tax AOCI balance is not adjusted for the tax rate change. This new accounting guidance provides the option to make a one-time reclassification from AOCI to retained earnings for stranded tax effects resulting from the newly
enacted U.S. federal tax rate under the Tax Act, calculated on the basis of the difference between the historical and newly enacted U.S. federal tax rate on deferred tax assets and liabilities related to items within AOCI. Adoption of the new accounting guidance is not required, and the Company has elected not to adopt this new guidance.
In August 2017, the FASB issued changes to its accounting guidance for derivatives and hedging, which changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. Some changes resulting from this new guidance include the elimination of the concept of recognizing periodic hedge ineffectiveness for cash flow hedges, changes to the recognition and presentation of changes in the fair value of the hedging instrument, enhancement of the ability to use the critical-terms-match method for the cash flow hedge of groups of forecasted transactions when the timing of the hedged transactions does not perfectly match the hedging instrument’s maturity date, and the addition of new disclosure requirements and amendments to existing ones. This new guidance is effective for the Company’s 2019 fiscal year, with early adoption permitted and all transition requirements and elections being applied to hedging relationships existing on the date of adoption. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.
In March 2017, the FASB issued changes to the accounting for defined benefit pension and other postretirement benefit expenses. This new guidance requires the disaggregation of the service cost component from the other components of net benefit cost. The service cost component of net benefit cost is to be reported in the same line item on the consolidated statement of operations as other compensation costs arising from services rendered by the pertinent employees, while the other components of net benefit cost are to be presented in the consolidated statement of operations separately, outside a subtotal of operating income. The amendments also provide explicit guidance to allow only the service cost component of net benefit cost to be eligible for capitalization. This new guidance is effective for the Company’s 2018 fiscal year, with the adoption of the change in presentation of net benefit cost in the consolidated statement of operations to be applied retrospectively, and the change in capitalization for only service cost applied prospectively. The guidance allows a practical expedient that permits the use of the amounts disclosed in the retirement benefits footnote for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. The Company will adopt this new guidance in the first quarter of fiscal year 2018 using this practical expedient.
The Company expects such adoption to have a material impact to reported operating income in the consolidated statement of operations due to the change in presentation of non-service cost expense components. For example, applying the practical expedient to fiscal year 2017 results, operating income for 2017 would be $54.3 million higher, with the reclassification of this amount representing the other components of net benefit cost to a newly-created non-operating retirement benefit expense category, with no net impact to the reported 2017 loss before income taxes. This statement of operations change in presentation of net benefit cost will not affect ATI’s measure of segment operating profit; all defined benefit pension and other postretirement benefit expense attributable to business segment operations remains a component of business segment financial performance. The Company expects to have a one-time, unfavorable impact of approximately $6 million to pre-tax reported results in the first quarter of 2018 upon adoption primarily affecting the Flat Rolled Products business segment, due to the change limiting only the service cost component of net benefit cost to be capitalizable into inventory.
In February 2016, the FASB issued new guidance on the accounting for leases. This new guidance will require that a lessee recognize assets and liabilities on the balance sheet for all leases with a lease term of more than twelve months, with the result being the recognition of a right of use asset and a lease liability. The new lease accounting requirements are effective for the Company’s 2019 fiscal year with a modified retrospective transition approach required, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.
In May 2014, the FASB issued changes to revenue recognition with customers, which is required to be adopted by the Company in fiscal year 2018. This update provides a five-step analysis of transactions to determine when and how revenue is recognized, along with expanded disclosure requirements. An entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company will adopt this accounting standard update using the modified retrospective method, with the cumulative effect of initially applying this update recognized in the first reporting period of 2018. The Company has evaluated the impact of this standard on individual customer contracts and based on this evaluation determined that there are several customer agreements involving production of parts and components in the High Performance Materials and Components segment that require revenue to be recognized over time due to there being no alternative use for the product without significant economic loss and an enforceable right to payment including a normal profit margin from the customer in the event of contract termination. Over-time recognition is a change from current accounting, which is at a point-in-time for these products. As a result, the Company will recognize a $15.5 million increase to retained earnings at the beginning of the 2018 fiscal year for the cumulative effect of applying the over-time revenue recognition to prior periods, representing the favorable impact to prior results had the over-time revenue recognition method been applied. Due to certain
customer agreements with limited duration, 2018 gross profit is now expected to be lower by approximately $5 million as a result of the cumulative effect adjustment for over-time recognition. There is no other significant impact to the Company upon adoption, with the exception of reclassifications to contract assets and liabilities on the consolidated balance sheet. As of January 1, 2018, total assets and total liabilities both increased by approximately $33 million, representing the reclassification of amounts recorded previously in accounts receivable and inventory to contract liabilities on the consolidated balance sheet. The Company also expects an increase to financial statement footnote disclosures in 2018 regarding revenues, contract assets and contract liabilities as a result of this accounting standard update.
Forward-Looking Statements
From time-to-time, the Company has made and may continue to make “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this report relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements include those containing such words as “anticipates,
“anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions. Such forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause our actual results or performance to materially differ from any future results or performance expressed or implied by such statements. Various of these factors are described in Item 1A, Risk Factors, of this Annual Report on Form 10-K and will be described from time-to-time in the Company filings with the SEC, including the Company’s Annual Reports on Form 10-K and the Company’s subsequent reports filed with the SEC on Form 10-Q and Form 8-K, which are available on the SEC’s website at www.sec.gov and on the Company’s website at www.atimetals.com. We assume no duty to update our forward-looking statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As part of our risk management strategy, we utilize derivative financial instruments, from time to time, to hedge our exposure to changes in energy and raw material prices, foreign currencies, and interest rates. We monitor the third-party financial institutions whichthat are our counterparty to these financial instruments on a daily basis and diversify our transactions among counterparties to minimize exposure to any one of these entities. Fair values for derivatives were measured using exchange-traded prices for the hedged items including consideration of counterparty risk and the Company’sATI’s credit risk. Our exposure to volatility in interest rates is presently not material, as nearly all of our debt is at fixed interest rates.
Volatility of Interest Rates. We may enter into derivative interest rate contracts to maintain a reasonable balance between fixed- and floating-rate debt. ATI has a $50 million floating-for-fixed interest rate swap which converts a portion of the ABL Term Loan to a 4.21% fixed rate. The swap matures in June 2024. We designated the interest rate swap as a cash flow hedge of our exposure to the variability of the payment of interest on a portion of its ABL Term Loan borrowings. The ineffective portion at hedge inception, determined from the fair value of the swap immediately prior to amendment in July 2019, was amortized to interest expense over the initial ABL Term Loan swap maturity date of January 12, 2021. Any gain or loss associated with this hedging arrangement is included in interest expense. At December 31, 2023, the net mark-to-market valuation of the outstanding interest rate swap was an unrealized pre-tax gain of $0.7 million, comprised of $0.7 million in prepaid expenses and other current assets on the balance sheet.
Volatility of Energy Prices. Energy resources markets are subject to conditions that create uncertainty in the prices and availability of energy resources. The prices for and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions. These market conditions often are affected by political and economic factors beyond our control. Increases in energy costs, or changes in costs relative to energy costs paid by competitors, have and may continue to adversely affect our profitability. To the extent that these uncertainties cause suppliers and customers to be more cost sensitive, increased energy prices may have an adverse effect on our results of operations and financial condition. We use approximately 86 to 108 million MMBtu’s of natural gas annually, depending upon business conditions, in the manufacture of our products. These purchases of natural gas expose us to risk of higher gas prices. For example, a hypothetical $1.00 per MMBtu increase in the price of natural gas would result in increased annual energy costs of approximately $8$6 to $10$8 million. We use several approaches to minimize any material adverse effect on our financial condition or results of operations from volatile energy prices. These approaches include incorporating an energy surcharge on many of our products and using financial derivatives or physical hedges to reduce exposure to energy price volatility.
At December 31, 2017,2023, the outstanding financial derivatives used to hedge our exposure to energy cost volatility included natural gas hedges. During the fiscal years ended December 31, 2016 and 2015 due to changes in expected operating levels, we concluded that a portion of these natural gas cash flow hedges for 2016 and the first quarter of 2017 were ineffective based on forecast changes in underlying natural gas usage. We recognized $1.3 million and $3.3 million of pre-tax losses for the ineffective portion of these cash flow hedges for the years ended December 31, 2016 and 2015, respectively, which is reported in selling and administrative expenses on the consolidated statement of operations. At December 31, 2017,2023, we hedged approximately 40%75% of our annual forecasted domestic requirements for natural gas for 2018,fiscal year 2024 and approximately 35% for 2019, and approximately 15% for 2020. Thefiscal year 2025. At December 31, 2023, the net mark-to-market valuation of the outstanding natural gas hedges at December 31, 2017 was an unrealized pre-tax loss of $0.8$6.6 million, comprised of $0.1 million in prepaid expenses and other current assets, $0.3$5.6 million in other assets, $0.9 million in accruedcurrent liabilities and $0.3$1.1 million in other long-term liabilities on the balance sheet. For the year ended December 31, 2017,2023, the effects of natural gas hedging activity increased cost of sales by $5.3$7.5 million.
Volatility of Raw Material Prices. We use raw materials surcharge and index mechanisms to offset the impact of increased raw material costs; however, competitive factors in the marketplace can limit our ability to institute such mechanisms, and there can be a delay between the increase in the price of raw materials and the realization of the benefit of such mechanisms. For
example, in 2017fiscal year 2023 we used approximately 10070 million pounds of nickel; therefore a hypothetical change of $1.00 per pound in nickel prices would result in increased costs of approximately $100 million. In addition, in 2017 we also used approximately 400 million pounds of ferrous scrap in the production of our flat-rolled products and a hypothetical change of $0.01 per pound would result in increased costs of approximately $4$70 million. While we enter into raw materials futures contracts from time-to-time to hedge exposure to price fluctuations, such as for nickel, we cannot be certain that our hedge position adequately reduces exposure. We believe that we have adequate controls to monitor these contracts, but we may not be able to accurately assess exposure to price volatility in the markets for critical raw materials.
The majority of our products are sold utilizing raw material surcharges and index mechanisms. However, as of December 31, 2017,2023, we had entered into financial hedging arrangements, primarily at the request of our customers, related to firm orders, for an aggregate amount of approximately 184 million pounds of nickel with hedge dates through 2021.fiscal year 2024. The aggregate
notional amount hedged is approximately 20%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 Metals 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.sales, depending on whether the underlying risk being hedged was the variable selling price or the variable raw material cost, respectively. At December 31, 2017,2023, the net mark-to-market valuation of our outstanding raw material hedges was an unrealized pre-tax gainloss of $11.7$7.5 million, comprised of $10.5 million in prepaid expenses and other current assets, $5.5$7.5 million in other assets, $2.1 million in accrued liabilities, and $2.2 million in other long-termcurrent liabilities on the balance sheet.
Foreign Currency Risk. Foreign currency exchange contracts are used, from time-to-time, to limit transactional exposure to changes in currency exchange rates. We sometimes purchase foreign currency forward contracts that permit us to sell specified amounts of foreign currencies expected to be received from our export sales for pre-established U.S. dollar amounts at specified dates. The forward contracts are denominated in the same foreign currencies in which export sales are denominated. These contracts are designated as hedges of the variability in cash flows of a portion of the forecasted future export sales transactions which otherwise would expose the Company to foreign currency risk, primarily the euro. In addition, we may also hedge forecasted capital expenditures and designate cash balances held in foreign currencies as hedges of forecasted foreign currency transactions.
During the fiscal year ended December 31, 2015, we net settled 211.9 million euro notional value of foreign currency forward contracts designated as cash flow hedges with 2016 and 2017 maturity dates, receiving cash proceeds of $56.5 million which is reported in cash provided by operating activities on the consolidated statement of cash flows. In the fourth quarter 2015, due to management actions in the Flat Rolled Products segment to de-emphasize commodity stainless steel sheet products in 2016, we concluded that a portion of these settled euro cash flow hedges for 2016 were ineffective based on forecast changes for euro-denominated sales. We recognized a $14.3 million pre-tax gain for the ineffective portion of these cash flow hedges, which is reported in selling and administrative expenses on the consolidated statement of operations for the year ended December 31, 2015. As of December 31, 2017, all of the deferred gains on the effective portion of these settled cash flow hedges, which were previously recognized in accumulated other comprehensive income, have been reclassified to earnings due to the occurrence of the underlying transactions. In 2015, we entered into 244.7 million euro notional value of foreign currency forward contracts designated as fair value hedges with 2015, 2016 and 2017 maturity dates to replace a portion of the settled euro cash flow hedges, of which none were outstanding as of December 31, 2017 and 43.2 million and 139.2 million euro notional value were outstanding as of December 31, 2016 and 2015, respectively. We recorded $2.7 million of charges during the fiscal year ended December 31, 2017 and $1.0 million and $9.0 million of benefits during the fiscal years ended December 31, 2016 and 2015, respectively, in costs of sales on the consolidated statement of operations for maturities and mark-to-market changes on these fair value hedges.
We may also enter into foreign currency forward contracts that are not designated as hedges, which are denominated in the same foreign currency in which export sales are denominated. We have 10 million euro notional value outstanding as of December 31, 2017 of foreign currency forward contracts not designated as hedges, with maturity dates into the fourth quarter of 2018.
At December 31, 2017, the net mark-to-market valuation of the2023, we had no significant outstanding foreign currency forward contracts was not material.contracts.
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the ShareholdersStockholders and the Board of Directors of ATI Inc.
Allegheny Technologies Incorporated and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Allegheny Technologies IncorporatedATI Inc. and Subsidiariessubsidiaries (the Company) as of December 31, 20172023 and 2016,January 1, 2023, the related consolidated statements of operations, comprehensive income (loss), cash flows and statements of changes in consolidated equity for each of the three years in the period ended December 31, 2017,2023, and the related notes (collectively referred to as the “consolidated financial statements”.). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as ofat December 31, 20172023 and 2016,January 1, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2023, in conformity with USU.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’sCompany's internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 20, 201823, 2024 expressed an unqualified opinion thereon.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for recognizing actuarial gains and losses for its defined benefit pension plans during the year ended December 31, 2023. The Company adopted this change on a retrospective basis.
Basis for Opinion
These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the USU.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includeincluded examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
| | | | | |
| Goodwill impairment assessment - Forged Products reporting unit |
| Description of the Matter | At December 31, 2023, the Company had $227.2 million of goodwill on its consolidated balance sheet. As discussed in Note 1 to the consolidated financial statements, goodwill is reviewed annually for impairment, or more frequently if impairment indicators arise. The assessment of goodwill for impairment requires a comparison of the fair value of each reporting unit that has goodwill associated with its operations to its carrying amount, including goodwill. If the Company’s carrying amount of a reporting unit exceeds its fair value, an impairment loss would be measured as the excess of the carrying value over the calculated fair value.
Auditing the Company’s annual goodwill impairment test for the Forged Products reporting unit was complex because the estimation of fair value involves subjective management assumptions, specifically the weighted-average cost of capital assumption and a complex valuation methodology, such as the discounted cash flow. Changes in this assumption can have a material effect on the determination of fair value.
|
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment evaluation process, including controls over management’s review of the assumption described above.
Our audit procedures to test management’s impairment evaluation of the Forged Products reporting unit included, among others, assessing the valuation methodology, the assumption discussed above, and the underlying data used to develop the assumption. Where appropriate, we evaluated whether changes to the market inputs and other factors would affect the assumption. We also assessed the historical accuracy of management’s estimates and performed independent sensitivity analyses. We involved our valuation specialists to assist us in evaluating the methodology and auditing the assumption used to calculate the estimated fair value of the Forged Products reporting unit.
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| |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1996.
Pittsburgh, Pennsylvania
February 20, 201823, 2024
Allegheny Technologies IncorporatedATI Inc. and Subsidiaries
Consolidated Statements of Operations
(In millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | December 31, 2023 | | January 1, 2023* | | January 2, 2022* |
| Sales | | $ | 4,173.7 | | | $ | 3,836.0 | | | $ | 2,799.8 | |
| | | | | | |
| Cost of sales | | 3,371.1 | | | 3,121.8 | | | 2,466.6 | |
| Gross profit | | 802.6 | | | 714.2 | | | 333.2 | |
| Selling and administrative expenses | | 328.1 | | | 297.5 | | | 226.9 | |
| Restructuring charges (credits) | | 7.7 | | | (4.8) | | | (11.3) | |
| Loss on asset sales and sales of businesses, net | | 0.4 | | | 105.4 | | | — | |
| Operating income | | 466.4 | | | 316.1 | | | 117.6 | |
| Nonoperating retirement benefit income (expense) | | (79.7) | | | 138.4 | | | 260.0 | |
| Interest expense, net | | (92.8) | | | (87.4) | | | (96.9) | |
| Debt extinguishment charge | | — | | | — | | | (65.5) | |
| Other income (loss), net | | 1.3 | | | (12.5) | | | 18.2 | |
| Income before income taxes | | 295.2 | | | 354.6 | | | 233.4 | |
| Income tax provision (benefit) | | (128.2) | | | 15.5 | | | 26.8 | |
| Net income | | 423.4 | | | 339.1 | | | 206.6 | |
| Less: Net income attributable to noncontrolling interests | | 12.6 | | | 15.6 | | | 22.0 | |
| Net income attributable to ATI | | $ | 410.8 | | | $ | 323.5 | | | $ | 184.6 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Basic net income attributable to ATI per common share | | $ | 3.21 | | | $ | 2.54 | | | $ | 1.45 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Diluted net income attributable to ATI per common share | | $ | 2.81 | | | $ | 2.23 | | | $ | 1.32 | |
|
| | | | | | | | | | | | |
| For the Years Ended December 31, | | 2017 | | 2016 | | 2015 |
| Sales | | $ | 3,525.1 |
| | $ | 3,134.6 |
| | $ | 3,719.6 |
|
| | | | | | | |
| Cost of sales | | 3,076.1 |
| | 2,972.1 |
| | 3,659.3 |
|
| Gross profit | | 449.0 |
| | 162.5 |
| | 60.3 |
|
| Selling and administrative expenses | | 254.3 |
| | 247.7 |
| | 238.8 |
|
| Impairment of goodwill | | 114.4 |
| | — |
| | 126.6 |
|
| Restructuring charges | | — |
| | 527.2 |
| | 64.3 |
|
| Operating income (loss) | | 80.3 |
| | (612.4 | ) | | (369.4 | ) |
| Interest expense, net | | (133.8 | ) | | (124.0 | ) | | (110.2 | ) |
| Debt extinguishment charge | | (37.0 | ) | | — |
| | — |
|
| Other income, net | | 4.0 |
| | 2.4 |
| | 1.6 |
|
| Loss before income taxes | | (86.5 | ) | | (734.0 | ) | | (478.0 | ) |
| Income tax benefit | | (6.8 | ) | | (106.9 | ) | | (112.1 | ) |
| Net loss | | (79.7 | ) | | (627.1 | ) | | (365.9 | ) |
| Less: Net income attributable to noncontrolling interests | | 12.2 |
| | 13.8 |
| | 12.0 |
|
| Net loss attributable to ATI | | $ | (91.9 | ) | | $ | (640.9 | ) | | $ | (377.9 | ) |
| | | | | | | |
| Basic net loss attributable to ATI per common share | | $ | (0.83 | ) | | $ | (5.97 | ) | | $ | (3.53 | ) |
| | | | | | | |
| Diluted net loss attributable to ATI per common share | | $ | (0.83 | ) | | $ | (5.97 | ) | | $ | (3.53 | ) |
The accompanying notes are an integral part of these statements.
Allegheny Technologies Incorporated
ATI Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(In millions)
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | December 31, 2023 | | January 1, 2023* | | January 2, 2022* |
| Net income | | $ | 423.4 | | | $ | 339.1 | | | $ | 206.6 | |
| Currency translation adjustment | | | | | | |
| Unrealized net change arising during the period | | 1.3 | | | (43.5) | | | (4.6) | |
| Reclassification adjustment included in net income | | — | | | 20.0 | | | — | |
| Total | | 1.3 | | | (23.5) | | | (4.6) | |
| Derivatives | | | | | | |
| Net derivatives gain (loss) on hedge transactions | | (28.5) | | | 53.8 | | | 15.5 | |
| Reclassification to net income of net realized loss (gain) | | 2.5 | | | (42.8) | | | (11.4) | |
| Income taxes on derivative transactions | | (6.1) | | | — | | | — | |
| Total | | (19.9) | | | 11.0 | | | 4.1 | |
| Postretirement benefit plans | | | | | | |
| Actuarial gain/loss | | | | | | |
| Amortization of net actuarial loss | | 6.0 | | | 13.2 | | | 13.9 | |
| Net gain (loss) arising during the period | | (3.8) | | | 54.7 | | | 8.7 | |
| Prior service cost | | | | | | |
| Amortization to net income of net prior service credits | | (0.6) | | | (0.5) | | | (1.8) | |
| Settlement loss (gain) included in net income | | 1.1 | | | 0.7 | | | (21.9) | |
| Income taxes on postretirement benefit plans | | 0.3 | | | — | | | (15.5) | |
| Total | | 2.4 | | | 68.1 | | | 14.4 | |
| Other comprehensive income (loss), net of tax | | (16.2) | | | 55.6 | | | 13.9 | |
| Comprehensive income | | 407.2 | | | 394.7 | | | 220.5 | |
| Less: Comprehensive income (loss) attributable to noncontrolling interests | | 12.2 | | | (2.7) | | | 26.8 | |
| Comprehensive income attributable to ATI | | $ | 395.0 | | | $ | 397.4 | | | $ | 193.7 | |
|
| | | | | | | | | | | | |
| For the Years Ended December 31, | | 2017 | | 2016 | | 2015 |
| Net loss | | $ | (79.7 | ) | | $ | (627.1 | ) | | $ | (365.9 | ) |
| Currency translation adjustment | | | | | | |
| Unrealized net change arising during the period | | 39.1 |
| | (47.1 | ) | | (37.0 | ) |
| Reclassification adjustment included in net loss | | — |
| | — |
| | — |
|
| Total | | 39.1 |
| | (47.1 | ) | | (37.0 | ) |
| Unrealized holding gain (loss) on securities | | | | | | |
| Net gain (loss) arising during the period | | — |
| | — |
| | — |
|
| Derivatives | | | | | | |
| Net derivatives gain (loss) on hedge transactions | | 14.3 |
| | 21.2 |
| | (33.3 | ) |
| Reclassification to net income of net realized loss (gain) | | (7.2 | ) | | 7.9 |
| | (18.2 | ) |
| Income taxes on derivative transactions | | — |
| | 9.5 |
| | (19.5 | ) |
| Total | | 7.1 |
| | 19.6 |
| | (32.0 | ) |
| Postretirement benefit plans | | | | | | |
| Actuarial loss | | | | | | |
| Amortization of net actuarial loss | | 71.6 |
| | 75.0 |
| | 75.0 |
|
| Net loss arising during the period | | (42.7 | ) | | (92.1 | ) | | (95.8 | ) |
| Prior service cost | | | | | | |
| Amortization to net loss of net prior service cost (credits) | | (1.6 | ) | | (0.4 | ) | | 6.2 |
|
| Income taxes on postretirement benefit plans | | — |
| | 43.9 |
| | 5.1 |
|
| Total | | 27.3 |
| | (61.4 | ) | | (19.7 | ) |
| Other comprehensive income (loss), net of tax | | 73.5 |
| | (88.9 | ) | | (88.7 | ) |
| Comprehensive loss | | (6.2 | ) | | (716.0 | ) | | (454.6 | ) |
| Less: Comprehensive income attributable to noncontrolling interests | | 19.8 |
| | 4.1 |
| | 6.4 |
|
| Comprehensive loss attributable to ATI | | $ | (26.0 | ) | | $ | (720.1 | ) | | $ | (461.0 | ) |
The accompanying notes are an integral part of these statements.
Allegheny Technologies Incorporated
ATI Inc. and Subsidiaries
Consolidated Balance Sheets
| | | | | | | | | | | | | | |
| (In millions, except share and per share amounts) | | December 31, 2023 | | January 1, 2023* |
| Assets | | | | |
| Cash and cash equivalents | | $ | 743.9 | | | $ | 584.0 | |
| Accounts receivable, net | | 625.0 | | | 579.2 | |
| Short-term contract assets | | 59.1 | | | 64.1 | |
| Inventories, net | | 1,247.5 | | | 1,195.7 | |
| Prepaid expenses and other current assets | | 62.2 | | | 53.4 | |
| Total Current Assets | | 2,737.7 | | | 2,476.4 | |
| Property, plant and equipment, net | | 1,665.9 | | | 1,549.1 | |
| Goodwill | | 227.2 | | | 227.2 | |
| Other assets | | 354.3 | | | 192.9 | |
| Total Assets | | $ | 4,985.1 | | | $ | 4,445.6 | |
| Liabilities and Stockholders’ Equity | | | | |
| Accounts payable | | $ | 524.8 | | | $ | 553.3 | |
| Short-term contract liabilities | | 163.6 | | | 149.1 | |
| Short-term debt and current portion of long-term debt | | 31.9 | | | 41.7 | |
| Other current liabilities | | 256.8 | | | 219.8 | |
| Total Current Liabilities | | 977.1 | | | 963.9 | |
| Long-term debt | | 2,147.7 | | | 1,706.3 | |
| Accrued postretirement benefits | | 175.2 | | | 184.9 | |
| Pension liabilities | | 39.7 | | | 225.6 | |
| Other long-term liabilities | | 164.9 | | | 207.7 | |
| Total Liabilities | | 3,504.6 | | | 3,288.4 | |
| | | | |
| Equity: | | | | |
| ATI Stockholders’ Equity: | | | | |
| Preferred stock, par value $0.10: authorized-50,000,000 shares; issued-none | | — | | | — | |
| Common stock, par value $0.10: authorized-500,000,000 shares; issued- 132,300,971 shares at December 31, 2023 and 131,392,262 shares at January 1, 2023; outstanding-126,879,099 shares at December 31, 2023 and 128,273,042 shares at January 1, 2023 | | 13.2 | | | 13.1 | |
| Additional paid-in capital | | 1,697.1 | | | 1,668.1 | |
| Retained loss | | (70.1) | | | (480.9) | |
| Treasury stock: 5,421,872 shares at December 31, 2023 and 3,119,220 shares at January 1, 2023 | | (184.0) | | | (87.0) | |
| Accumulated other comprehensive loss, net of tax | | (83.2) | | | (67.4) | |
| Total ATI Stockholders’ Equity | | 1,373.0 | | | 1,045.9 | |
| Noncontrolling Interests | | 107.5 | | | 111.3 | |
| Total Stockholders’ Equity | | 1,480.5 | | | 1,157.2 | |
| Total Liabilities and Stockholders’ Equity | | $ | 4,985.1 | | | $ | 4,445.6 | |
|
| | | | | | | | |
| (In millions, except share and per share amounts) | | December 31,
2017 | | December 31,
2016 |
| Assets | | | | |
| Cash and cash equivalents | | $ | 141.6 |
| | $ | 229.6 |
|
| Accounts receivable, net | | 545.3 |
| | 452.1 |
|
| Inventories, net | | 1,176.1 |
| | 1,037.0 |
|
| Prepaid expenses and other current assets | | 52.7 |
| | 47.8 |
|
| Total Current Assets | | 1,915.7 |
| | 1,766.5 |
|
| Property, plant and equipment, net | | 2,495.7 |
| | 2,498.9 |
|
| Goodwill | | 531.4 |
| | 641.9 |
|
| Other assets | | 242.6 |
| | 262.7 |
|
| Total Assets | | $ | 5,185.4 |
| | $ | 5,170.0 |
|
| Liabilities and Stockholders’ Equity | | | | |
| Accounts payable | | $ | 420.1 |
| | $ | 294.3 |
|
| Accrued liabilities | | 282.4 |
| | 309.3 |
|
| Short-term debt and current portion of long-term debt | | 10.1 |
| | 105.1 |
|
| Total Current Liabilities | | 712.6 |
| | 708.7 |
|
| Long-term debt | | 1,530.6 |
| | 1,771.9 |
|
| Accrued postretirement benefits | | 317.8 |
| | 317.7 |
|
| Pension liabilities | | 697.0 |
| | 827.9 |
|
| Deferred income taxes | | 9.7 |
| | 15.6 |
|
| Other long-term liabilities | | 73.2 |
| | 83.4 |
|
| Total Liabilities | | 3,340.9 |
| | 3,725.2 |
|
| Equity: | | | | |
| ATI Stockholders’ Equity: | | | | |
| Preferred stock, par value $0.10: authorized-50,000,000 shares; issued-none | | — |
| | — |
|
| Common stock, par value $0.10: authorized-500,000,000 shares; issued- 126,695,171 shares at December 31, 2017 and 109,695,171 shares at December 31, 2016; outstanding-125,857,197 shares at December 31, 2017 and 108,925,254 shares at December 31, 2016 | | 12.7 |
| | 11.0 |
|
| Additional paid-in capital | | 1,596.3 |
| | 1,188.8 |
|
| Retained earnings | | 1,184.3 |
| | 1,277.1 |
|
| Treasury stock: 837,974 shares at December 31, 2017 and 769,917 shares at December 31, 2016 | | (26.1 | ) | | (28.0 | ) |
| Accumulated other comprehensive loss, net of tax | | (1,027.8 | ) | | (1,093.7 | ) |
| Total ATI Stockholders’ Equity | | 1,739.4 |
| | 1,355.2 |
|
| Noncontrolling Interests | | 105.1 |
| | 89.6 |
|
| Total Stockholders’ Equity | | 1,844.5 |
| | 1,444.8 |
|
| Total Liabilities and Stockholders’ Equity | | $ | 5,185.4 |
| | $ | 5,170.0 |
|
The accompanying notes are an integral part of these statements.
Allegheny Technologies Incorporated
ATI Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In millions)
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | December 31, 2023 | | January 1, 2023* | | January 2, 2022* |
| Operating Activities: | | | | | | |
| Net income | | $ | 423.4 | | | $ | 339.1 | | | $ | 206.6 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
| Depreciation and amortization | | 146.1 | | | 142.9 | | | 143.9 | |
| Share-based compensation | | 29.1 | | | 26.0 | | | 21.1 | |
| Deferred taxes | | (138.2) | | | (0.1) | | | 1.0 | |
| Debt extinguishment charge | | — | | | — | | | 65.5 | |
| Gain from disposal of property, plant and equipment, net | | (0.6) | | | (0.9) | | | (2.9) | |
| Net loss (gain) from sales of businesses | | 0.6 | | | 112.2 | | | (13.8) | |
| Non-cash impairment charges | | 3.0 | | | — | | | — | |
| Change in operating assets and liabilities: | | | | | | |
| Pension plan contributions | | (272.0) | | | (51.3) | | | (71.6) | |
| Retirement benefits | | 53.8 | | | (159.2) | | | (261.9) | |
| Accounts receivable | | (46.1) | | | (128.5) | | | (126.0) | |
| Inventories | | (51.8) | | | (190.8) | | | (53.9) | |
| Accounts payable | | (29.8) | | | 156.1 | | | 88.5 | |
| Accrued income taxes | | (4.8) | | | 2.5 | | | (2.6) | |
| Accrued liabilities and other | | (26.8) | | | (23.1) | | | 22.2 | |
| Cash provided by operating activities | | 85.9 | | | 224.9 | | | 16.1 | |
| Investing Activities: | | | | | | |
| Purchases of property, plant and equipment | | (200.7) | | | (130.9) | | | (152.6) | |
| Proceeds from disposal of property, plant and equipment | | 3.8 | | | 3.1 | | | 20.8 | |
| Proceeds from sales of businesses, net of transaction costs | | (0.3) | | | 0.3 | | | 53.1 | |
| Other | | 4.0 | | | 0.8 | | | 1.4 | |
| Cash used in investing activities | | (193.2) | | | (126.7) | | | (77.3) | |
| Financing Activities: | | | | | | |
| Borrowings on long-term debt | | 425.0 | | | — | | | 675.7 | |
| Payments on long-term debt and finance leases | | (25.2) | | | (23.1) | | | (515.6) | |
| Net borrowings (payments) under credit facilities | | (14.0) | | | (5.6) | | | 21.7 | |
| Debt issuance costs | | (6.2) | | | — | | | (9.5) | |
| Debt extinguishment charge | | — | | | — | | | (64.5) | |
| Purchase of treasury stock | | (85.2) | | | (139.9) | | | — | |
| Sale to noncontrolling interests | | — | | | 6.4 | | | — | |
| Dividends paid to noncontrolling interests | | (16.0) | | | (34.0) | | | — | |
| Shares repurchased for income tax withholding on share-based compensation | | (11.2) | | | (5.7) | | | (4.8) | |
| Cash provided by (used in) financing activities | | 267.2 | | | (201.9) | | | 103.0 | |
| Increase (decrease) in cash and cash equivalents | | 159.9 | | | (103.7) | | | 41.8 | |
| Cash and cash equivalents at beginning of year | | 584.0 | | | 687.7 | | | 645.9 | |
| Cash and cash equivalents at end of year | | $ | 743.9 | | | $ | 584.0 | | | $ | 687.7 | |
|
| | | | | | | | | | | | |
| For the Years Ended December 31, | | 2017 | | 2016 | | 2015 |
| Operating Activities: | | | | | | |
| Net loss | | $ | (79.7 | ) | | $ | (627.1 | ) | | $ | (365.9 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | | |
| Depreciation and amortization | | 160.8 |
| | 170.3 |
| | 189.9 |
|
| Deferred taxes | | (1.4 | ) | | (119.8 | ) | | (118.0 | ) |
| Impairment of goodwill | | 114.4 |
| | — |
| | 126.6 |
|
| Non-cash restructuring charges | | — |
| | 471.3 |
| | 54.5 |
|
| Debt extinguishment charge | | 37.0 |
| | — |
| | — |
|
| Change in operating assets and liabilities: | | | | | | |
| Retirement benefits (a) | | (110.3 | ) | | (80.0 | ) | | 14.3 |
|
| Accounts receivable | | (93.2 | ) | | (51.8 | ) | | 203.3 |
|
| Inventories | | (139.2 | ) | | 234.7 |
| | 201.2 |
|
| Accounts payable | | 125.8 |
| | (51.2 | ) | | (211.3 | ) |
| Accrued income taxes | | (1.9 | ) | | 9.3 |
| | 55.8 |
|
| Accrued liabilities and other | | 10.1 |
| | 0.6 |
| | (19.0 | ) |
| Cash provided by (used in) operating activities | | 22.4 |
| | (43.7 | ) | | 131.4 |
|
| Investing Activities: | | | | | | |
| Purchases of property, plant and equipment | | (122.7 | ) | | (202.2 | ) | | (144.5 | ) |
| Purchases of businesses, net of cash acquired | | — |
| | — |
| | (0.5 | ) |
| Asset disposals and other | | 3.1 |
| | 2.2 |
| | (0.1 | ) |
| Cash used in investing activities | | (119.6 | ) | | (200.0 | ) | | (145.1 | ) |
| Financing Activities: | | | | | | |
| Borrowings on long-term debt | | 8.5 |
| | 387.5 |
| | — |
|
| Payments on long-term debt and capital leases | | (353.0 | ) | | (2.7 | ) | | (23.6 | ) |
| Net borrowings under credit facilities | | 1.6 |
| | 3.1 |
| | 1.5 |
|
| Debt issuance costs | | (0.8 | ) | | (10.4 | ) | | — |
|
| Debt extinguishment charge | | (35.8 | ) | | — |
| | — |
|
| Issuance of common stock | | 397.8 |
| | — |
| | — |
|
| Dividends paid to shareholders | | — |
| | (25.8 | ) | | (66.5 | ) |
| Dividends paid to noncontrolling interests | | (8.0 | ) | | (16.0 | ) | | (16.0 | ) |
| Sale to noncontrolling interest | | 3.7 |
| | — |
| | — |
|
| Acquisition of noncontrolling interests | | — |
| | (12.2 | ) | | — |
|
| Shares repurchased for income tax withholding on share-based compensation | | (4.8 | ) | | — |
| | (1.4 | ) |
| Cash provided by (used in) financing activities | | 9.2 |
| | 323.5 |
| | (106.0 | ) |
| Increase (decrease) in cash and cash equivalents | | (88.0 | ) | | 79.8 |
| | (119.7 | ) |
| Cash and cash equivalents at beginning of year | | 229.6 |
| | 149.8 |
| | 269.5 |
|
| Cash and cash equivalents at end of year | | $ | 141.6 |
| | $ | 229.6 |
| | $ | 149.8 |
|
(a) Includes*Fiscal years ended January 1, 2023 and January 2, 2022 reflect a $(135) million contributionchange in accounting principle, as described in Note 1 of the Notes to the U.S. defined benefit pension plan in 2017 and a $(115) million contribution to the U.S. defined benefit pension plan in 2016.Consolidated Financial Statements.
Amounts presented on the Consolidated Statements of Cash Flows may not agree to the corresponding changes in consolidated balance sheet items due to the accounting for purchases and sales of businesses and the effects of foreign currency translation.
The accompanying notes are an integral part of these statements.
Allegheny Technologies Incorporated
ATI Inc. and Subsidiaries
Statements of Changes in Consolidated Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | ATI Stockholders | | | | |
| (In millions) | | Common
Stock | | Additional
Paid-In
Capital | | Retained
Earnings (Loss) | | Treasury
Stock | | Accumulated
Other
Comprehensive
Income (Loss) | | Non-
controlling
Interests | | Total
Equity |
| Balance, January 3, 2021 | | $ | 12.7 | | | $ | 1,625.5 | | | $ | 106.5 | | | $ | — | | | $ | (1,223.6) | | | $ | 120.3 | | | $ | 641.4 | |
| Net income | | — | | | — | | | 184.6 | | | — | | | — | | | 22.0 | | | 206.6 | |
| Other comprehensive income | | — | | | — | | | — | | | — | | | 9.1 | | | 4.8 | | | 13.9 | |
| Cumulative effect of adoption of new accounting standard | | — | | | (49.8) | | | 4.4 | | | — | | | — | | | — | | | (45.4) | |
| Cumulative effect of change in accounting principle | | — | | | — | | | (1,073.2) | | | — | | | 1,073.2 | | | — | | | — | |
| Employee stock plans | | — | | | 21.0 | | | — | | | (4.8) | | | — | | | — | | | 16.2 | |
| Balance, January 2, 2022* | | $ | 12.7 | | | $ | 1,596.7 | | | $ | (777.7) | | | $ | (4.8) | | | $ | (141.3) | | | $ | 147.1 | | | $ | 832.7 | |
| Net income | | — | | | — | | | 323.5 | | | — | | | — | | | 15.6 | | | 339.1 | |
| Other comprehensive income (loss) | | — | | | — | | | — | | | — | | | 73.9 | | | (18.3) | | | 55.6 | |
| Purchase of treasury stock | | — | | | — | | | — | | | (139.9) | | | — | | | — | | | (139.9) | |
| Conversion of convertible notes | | 0.3 | | | 45.4 | | | (26.7) | | | 63.5 | | | — | | | — | | | 82.5 | |
| Dividends paid to noncontrolling interest | | — | | | — | | | — | | | — | | | — | | | (34.0) | | | (34.0) | |
| Sales of subsidiary shares to noncontrolling interest | | — | | | — | | | — | | | — | | | — | | | 0.9 | | | 0.9 | |
| Employee stock plans | | 0.1 | | | 26.0 | | | — | | | (5.8) | | | — | | | — | | | 20.3 | |
| Balance, January 1, 2023* | | $ | 13.1 | | | $ | 1,668.1 | | | $ | (480.9) | | | $ | (87.0) | | | $ | (67.4) | | | $ | 111.3 | | | $ | 1,157.2 | |
| Net income | | — | | | — | | | 410.8 | | | — | | | — | | | 12.6 | | | 423.4 | |
| Other comprehensive loss | | — | | | — | | | — | | | — | | | (15.8) | | | (0.4) | | | (16.2) | |
| Purchase of treasury stock | | — | | | — | | | — | | | (85.8) | | | — | | | — | | | (85.8) | |
| Dividends paid to noncontrolling interest | | — | | | — | | | — | | | — | | | — | | | (16.0) | | | (16.0) | |
| Employee stock plans | | 0.1 | | | 29.0 | | | — | | | (11.2) | | | — | | | — | | | 17.9 | |
| Balance, December 31, 2023 | | $ | 13.2 | | | $ | 1,697.1 | | | $ | (70.1) | | | $ | (184.0) | | | $ | (83.2) | | | $ | 107.5 | | | $ | 1,480.5 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | ATI Stockholders | | | | |
| (In millions, except per share amounts) | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Treasury Stock | | Accumulated Other Comprehensive Income (Loss) | | Non- controlling Interests | | Total Equity |
| Balance, December 31, 2014 | | $ | 11.0 |
| | $ | 1,164.2 |
| | $ | 2,398.9 |
| | $ | (44.3 | ) | | $ | (931.4 | ) | | $ | 110.9 |
| | $ | 2,709.3 |
|
| Net income (loss) | | — |
| | — |
| | (377.9 | ) | | — |
| | — |
| | 12.0 |
| | (365.9 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | (83.1 | ) | | (5.6 | ) | | (88.7 | ) |
| Cash dividends on common stock ($0.62 per share) | | — |
| | — |
| | (66.5 | ) | | — |
| | — |
| | — |
| | (66.5 | ) |
| Dividends paid to noncontrolling interest | | — |
| | — |
| | — |
| | — |
| | — |
| | (16.0 | ) | | (16.0 | ) |
| Redeemable noncontrolling interest | | — |
| | — |
| | (0.3 | ) | | — |
| | — |
| | 0.3 |
| | — |
|
| Employee stock plans | | — |
| | (2.5 | ) | | (8.3 | ) | | 23.0 |
| | — |
| | — |
| | 12.2 |
|
| Balance, December 31, 2015 | | $ | 11.0 |
| | $ | 1,161.7 |
| | $ | 1,945.9 |
| | $ | (21.3 | ) | | $ | (1,014.5 | ) | | $ | 101.6 |
| | $ | 2,184.4 |
|
| Net income (loss) | | — |
| | — |
| | (640.9 | ) | | — |
| | — |
| | 13.8 |
| | (627.1 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | (79.2 | ) | | (9.7 | ) | | (88.9 | ) |
| Cash dividends on common stock ($0.24 per share) | | — |
| | — |
| | (25.8 | ) | | — |
| | — |
| | — |
| | (25.8 | ) |
| Purchase of subsidiary shares from noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | — |
| | (0.1 | ) | | (0.1 | ) |
| Dividends paid to noncontrolling interest | | — |
| | — |
| | — |
| | — |
| | — |
| | (16.0 | ) | | (16.0 | ) |
| Employee stock plans | | — |
| | 27.1 |
| | (2.1 | ) | | (6.7 | ) | | — |
| | — |
| | 18.3 |
|
| Balance, December 31, 2016 | | $ | 11.0 |
| | $ | 1,188.8 |
| | $ | 1,277.1 |
| | $ | (28.0 | ) | | $ | (1,093.7 | ) | | $ | 89.6 |
| | $ | 1,444.8 |
|
| Net income (loss) | | — |
| | — |
| | (91.9 | ) | | — |
| | — |
| | 12.2 |
| | (79.7 | ) |
| Other comprehensive income | | — |
| | — |
| | — |
| | — |
| | 65.9 |
| | 7.6 |
| | 73.5 |
|
| Issuance of common stock | | 1.7 |
| | 396.1 |
| | — |
| | — |
| | — |
| | — |
| | 397.8 |
|
| Dividends paid to noncontrolling interest | | — |
| | — |
| | — |
| | — |
| | — |
| | (8.0 | ) | | (8.0 | ) |
| Sales of subsidiary shares to noncontrolling interest | | — |
| | — |
| | — |
| | — |
| | — |
| | 3.7 |
| | 3.7 |
|
| Employee stock plans | | — |
| | 11.4 |
| | (0.9 | ) | | 1.9 |
| | — |
| | — |
| | 12.4 |
|
| Balance, December 31, 2017 | | $ | 12.7 |
| | $ | 1,596.3 |
| | $ | 1,184.3 |
| | $ | (26.1 | ) | | $ | (1,027.8 | ) | | $ | 105.1 |
| | $ | 1,844.5 |
|
The accompanying notes are an integral part of these statements.
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Principles of Consolidation and Reporting
The consolidated financial statements include the accounts of Allegheny Technologies IncorporatedATI Inc. and its subsidiaries. The financial results of majority-owned joint ventures are consolidated into the Company’s operating results and financial position, with the minority ownership interest recognized in the consolidated statement of operations as net income attributable to noncontrolling interests, and as equity attributable to the noncontrolling interests within total stockholders’ equity. The results for the Shanghai STAL Precision Stainless Steel Company Limited (STAL) are reported on a one month lag. Investments in which the Company exercises significant influence, but which it does not control (generally a 20% to 50% ownership interest) are accounted for under the equity method of accounting, whereby ATI’s carrying value of the equity method investment on the statement of financial positionconsolidated balance sheet is the capital investment and any undistributed profit or loss, and isloss. The investments are classified in Otherother (noncurrent) assets.assets on the consolidated balance sheet. The profit or loss attributable to ATI from an equity method investmentinvestments is included in the resultsconsolidated statements of operations.operations as a component of Other (non-operating) income (expense). See Note 57 for further explanation of the Company’s joint ventures. Significant intercompanyIntercompany accounts and transactions have been eliminated. Unless the context requires otherwise, “Allegheny Technologies,” “ATI” and the “Company” refer to Allegheny Technologies IncorporatedATI Inc. and its subsidiaries.
Fiscal Year
The Company follows a 4-4-5 or 5-4-4 fiscal calendar, whereby each fiscal quarter consists of thirteen weeks grouped into two four-week months and one five-week month, and its fiscal year ends on the Sunday closest to December 31. Unless otherwise stated, references to years in this Annual Report on Form 10-K relate to fiscal years, rather than calendar years. Fiscal years 2023, 2022 and 2021 ended on December 31, 2023, January 1, 2023 and January 2, 2022, respectively. All fiscal years presented include 52 weeks of operations. The dates for prior fiscal years have been revised to more precisely reflect the exact day of the year end periods for these fiscal years given our 4-4-5 or 5-4-4 calendar.
Risks and Uncertainties and Use of Estimates
The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Management believes that the estimates are reasonable. Certain prior year amounts have been reclassified in order to conform with the 2017 presentation.
The Company markets its products to a diverse customer base, principally throughout the United States. No single customer accounted for more than 10% of sales for any year presented. The principalmajor end markets for the ATI’s products are customers in the aerospace & defense, oil & gas, electrical energy, automotive, construction and mining, food equipment and appliances, and medical markets.
At December 31, 2017,2023, ATI has approximately 8,600 full-time7,300 active employees, of which approximately 15% are located outside the United States. Approximately 40%35% of ATI’s workforce is covered by various collective bargaining agreements (CBAs), predominantly with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied & Industrial Service Workers International Union, AFL-CIO, CLC (USW). CBAsThe Company’s CBA with the USW that coverinvolving approximately 6001,100 active full- time represented employees located primarily within the Advanced Alloys & Solutions (AA&S) segment operations, as well as a number of inactive employees, expired on February 28, 2021. USW-represented employees continued to work under the terms of the expired CBA until March 30, 2021 when they engaged in 2017, and operations continue at these facilities while negotiationsa strike. On July 14, 2021, ATI announced that a new four-year labor agreement with the USW are ongoing. In addition,was ratified, ending the strike. The Company has no significant CBAs with approximately 300 full-time employees that expire in 2018.fiscal year 2024.
Change in Accounting Principle
During the fourth quarter of fiscal year 2023, the Company voluntarily changed the method of accounting for recognizing actuarial gains and losses for its defined benefit pension plans. Under the accounting method change, remeasurement of projected benefit obligation and plan assets for defined benefit pension plans are immediately recognized in earnings through net periodic pension benefit cost within nonoperating retirement benefit expense on the consolidated statements of operations, with pension plans to be remeasured annually in the fourth quarter or on an interim basis as triggering events require remeasurement. Prior to this accounting method change, the Company deferred the recognition of these gains and losses in accumulated other comprehensive loss on the consolidated balance sheet. The accumulated actuarial gains/losses were then amortized into net periodic benefit costs within nonoperating retirement benefit expense on the consolidated statement of operations over the average expected remaining life of plan participants. While the historical accounting principle was acceptable, we believe that the current accounting policy is preferable because it provides a better representation of the
operating results of the Company and the economic performance of plan assets in relation to the measurement of its benefit obligations for the period. The change in accounting will more clearly reflect the current period impact of the Company’s pension asset investment strategy to readers of the financial statements.
This change has been applied to all defined benefit pension plans on a retrospective basis for all prior periods presented, and as of January 4, 2021, resulted in a cumulative effect decrease to retained earnings of $1.07 billion with a corresponding offset to accumulated other comprehensive loss.
The following table reflects the effect of the change in the accounting principle on the consolidated financial statements:
| | | | | | | | | | | | | | | | | | | | |
| For the Fiscal Year Ending December 31, 2023 | | As Computed Under Previous Policy | | As Reported under New Policy | | Effect of Accounting Change |
| (dollars in millions, except per share data) | | | | | | |
| Statement of Operations | | | | | | |
| Nonoperating retirement benefit expense | | $ | (1,036.6) | | | $ | (79.7) | | | $ | 956.9 | |
| Income (loss) before income taxes | | $ | (661.7) | | | $ | 295.2 | | | $ | 956.9 | |
| Income tax benefit | | $ | (342.5) | | | $ | (128.2) | | | $ | 214.3 | |
| Net income (loss) | | $ | (319.2) | | | $ | 423.4 | | | $ | 742.6 | |
| Net income (loss) attributable to ATI | | $ | (331.8) | | | $ | 410.8 | | | $ | 742.6 | |
| Basic net income (loss) per common share | | $ | (2.59) | | | $ | 3.21 | | | $ | 5.80 | |
| Diluted net income (loss) per common share | | $ | (2.59) | | | $ | 2.81 | | | $ | 5.40 | |
| | | | | | |
| Statement of Comprehensive Income (Loss) | | | | | | |
| Net income (loss) | | $ | (319.2) | | | $ | 423.4 | | | $ | 742.6 | |
| Postretirement benefit plans | | | | | | |
| Actuarial gain/ loss | | | | | | |
| Amortization of net actuarial loss | | $ | 55.7 | | | $ | 6.0 | | | $ | (49.7) | |
| Net loss arising during the period | | $ | (71.4) | | | $ | (3.8) | | | $ | 67.6 | |
| Settlement loss included in net income (loss) | | $ | 975.9 | | | $ | 1.1 | | | $ | (974.8) | |
| Income taxes on postretirement benefits | | $ | 214.6 | | | $ | 0.3 | | | $ | (214.3) | |
| Total | | $ | 745.0 | | | $ | 2.4 | | | $ | (742.6) | |
| Other comprehensive income (loss), net of tax | | $ | 726.4 | | | $ | (16.2) | | | $ | (742.6) | |
| | | | | | |
| Balance Sheet | | | | | | |
| Retained loss | | $ | (154.9) | | | $ | (70.1) | | | $ | 84.8 | |
| Accumulated other comprehensive income (loss), net of tax | | $ | 1.6 | | | $ | (83.2) | | | $ | (84.8) | |
| | | | | | |
| Statement of Cash Flows | | | | | | |
| Operating Activities: | | | | | | |
| Net income (loss) | | $ | (319.2) | | | $ | 423.4 | | | $ | 742.6 | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | |
| Deferred taxes | | $ | (352.5) | | | $ | (138.2) | | | $ | 214.3 | |
| Change in operating assets and liabilities: | | | | | | |
| Retirement benefits | | $ | 1,010.7 | | | $ | 53.8 | | | $ | (956.9) | |
| | | | | | |
| Statements of Changes in Consolidated Equity | | | | | | |
| Retained Loss | | | | | | |
| Net income (loss) | | $ | (331.8) | | | $ | 410.8 | | | $ | 742.6 | |
| Balance, December 31, 2023 | | $ | (154.9) | | | $ | (70.1) | | | $ | 84.8 | |
| | | | | | |
| Accumulated Other Comprehensive Income (Loss) | | | | | | |
| Other comprehensive income (loss) | | $ | 726.8 | | | $ | (15.8) | | | $ | (742.6) | |
| Balance, December 31, 2023 | | $ | 1.6 | | | $ | (83.2) | | | $ | (84.8) | |
| | | | | | |
| Total Equity | | | | | | |
| Net income (loss) | | $ | (319.2) | | | $ | 423.4 | | | $ | 742.6 | |
| Other comprehensive income (loss) | | $ | 726.4 | | | $ | (16.2) | | | $ | (742.6) | |
| | | | | | | | | | | | | | | | | | | | |
| For the Fiscal Year Ending January 1, 2023 | | As Computed Under Previous Policy | | As Reported under New Policy | | Effect of Accounting Change |
| (dollars in millions, except per share data) | | | | | | |
| Statement of Operations | | | | | | |
| Loss on asset sales and sales of businesses, net | | $ | 134.2 | | | $ | 105.4 | | | $ | (28.8) | |
| Operating income | | $ | 287.3 | | | $ | 316.1 | | | $ | 28.8 | |
| Nonoperating retirement benefit income (expense) | | $ | (25.4) | | | $ | 138.4 | | | $ | 163.8 | |
| Income before income taxes | | $ | 162.0 | | | $ | 354.6 | | | $ | 192.6 | |
| Net income | | $ | 146.5 | | | $ | 339.1 | | | $ | 192.6 | |
| Net income attributable to ATI | | $ | 130.9 | | | $ | 323.5 | | | $ | 192.6 | |
| Basic net income per common share | | $ | 1.03 | | | $ | 2.54 | | | $ | 1.51 | |
| Diluted net income per common share | | $ | 0.96 | | | $ | 2.23 | | | $ | 1.27 | |
| | | | | | |
| Statement of Comprehensive Income (Loss) | | | | | | |
| Net income | | $ | 146.5 | | | $ | 339.1 | | | $ | 192.6 | |
| Postretirement benefit plans | | | | | | |
| Actuarial gain/loss | | | | | | |
| Amortization of net actuarial loss | | $ | 76.7 | | | $ | 13.2 | | | $ | (63.5) | |
| Net gain arising during the period | | $ | 155.0 | | | $ | 54.7 | | | $ | (100.3) | |
| Settlement loss included in net income | | $ | 29.5 | | | $ | 0.7 | | | $ | (28.8) | |
| Total | | $ | 260.7 | | | $ | 68.1 | | | $ | (192.6) | |
| Other comprehensive income, net of tax | | $ | 248.2 | | | $ | 55.6 | | | $ | (192.6) | |
| | | | | | |
| Balance Sheet | | | | | | |
| Retained earnings (loss) | | $ | 176.9 | | | $ | (480.9) | | | $ | (657.8) | |
| Accumulated other comprehensive loss, net of tax | | $ | (725.2) | | | $ | (67.4) | | | $ | 657.8 | |
| | | | | | |
| Statement of Cash Flows | | | | | | |
| Operating Activities: | | | | | | |
| Net income | | $ | 146.5 | | | $ | 339.1 | | | $ | 192.6 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
| Net loss from sales of businesses | | $ | 141.0 | | | $ | 112.2 | | | $ | (28.8) | |
| Change in operating assets and liabilities: | | | | | | |
| Retirement benefits | | $ | 4.6 | | | $ | (159.2) | | | $ | (163.8) | |
| | | | | | |
| Statements of Changes in Consolidated Equity | | | | | | |
| Retained Earnings (Loss) | | | | | | |
| Net income | | $ | 130.9 | | | $ | 323.5 | | | $ | 192.6 | |
| Balance, January 1, 2023 | | $ | 176.9 | | | $ | (480.9) | | | $ | (657.8) | |
| | | | | | |
| Accumulated Other Comprehensive Income (Loss) | | | | | | |
| Other comprehensive income | | $ | 266.5 | | | $ | 73.9 | | | $ | (192.6) | |
| Balance, January 1, 2023 | | $ | (725.2) | | | $ | (67.4) | | | $ | 657.8 | |
| | | | | | |
| Total Equity | | | | | | |
| Net income | | $ | 146.5 | | | $ | 339.1 | | | $ | 192.6 | |
| Other comprehensive income | | $ | 248.2 | | | $ | 55.6 | | | $ | (192.6) | |
| | | | | | | | | | | | | | | | | | | | |
| For the Fiscal Year Ending January 2, 2022 | | As Computed Under Previous Policy | | As Reported under New Policy | | Effect of Accounting Change |
| (dollars in millions, except per share data) | | | | | | |
| Statement of Operations | | | | | | |
| Nonoperating retirement benefit income | | $ | 37.2 | | | $ | 260.0 | | | $ | 222.8 | |
| Income before income taxes | | $ | 10.6 | | | $ | 233.4 | | | $ | 222.8 | |
| Net income (loss) | | $ | (16.2) | | | $ | 206.6 | | | $ | 222.8 | |
| Net income (loss) attributable to ATI | | $ | (38.2) | | | $ | 184.6 | | | $ | 222.8 | |
| Basic net income (loss) per common share | | $ | (0.30) | | | $ | 1.45 | | | $ | 1.75 | |
| Diluted net income (loss) per common share | | $ | (0.30) | | | $ | 1.32 | | | $ | 1.62 | |
| | | | | | |
| Statement of Comprehensive Income (Loss) | | | | | | |
| Net income (loss) | | $ | (16.2) | | | $ | 206.6 | | | $ | 222.8 | |
| Postretirement benefit plans | | | | | | |
| Actuarial gain/loss | | | | | | |
| Amortization of net actuarial loss | | $ | 89.5 | | | $ | 13.9 | | | $ | (75.6) | |
| Net gain arising during the period | | $ | 155.9 | | | $ | 8.7 | | | $ | (147.2) | |
| Total | | $ | 237.2 | | | $ | 14.4 | | | $ | (222.8) | |
| Other comprehensive income, net of tax | | $ | 236.7 | | | $ | 13.9 | | | $ | (222.8) | |
| | | | | | |
| Balance Sheet | | | | | | |
| Retained earnings (loss) | | $ | 72.7 | | | $ | (777.7) | | | $ | (850.4) | |
| Accumulated other comprehensive loss, net of tax | | $ | (991.7) | | | $ | (141.3) | | | $ | 850.4 | |
| | | | | | |
| Statement of Cash Flows | | | | | | |
| Operating Activities: | | | | | | |
| Net income (loss) | | $ | (16.2) | | | $ | 206.6 | | | $ | 222.8 | |
| Change in operating assets and liabilities: | | | | | | |
| Retirement benefits | | $ | (39.1) | | | $ | (261.9) | | | $ | (222.8) | |
| | | | | | |
| Statements of Changes in Consolidated Equity | | | | | | |
| Retained Earnings (Loss) | | | | | | |
| Net income (loss) | | $ | (38.2) | | | $ | 184.6 | | | $ | 222.8 | |
| Cumulative effect of change in accounting principle | | $ | — | | | $ | (1,073.2) | | | $ | (1,073.2) | |
| Balance, January 2, 2022 | | $ | 72.7 | | | $ | (777.7) | | | $ | (850.4) | |
| | | | | | |
| Accumulated Other Comprehensive Income (Loss) | | | | | | |
| Other comprehensive income | | $ | 231.9 | | | $ | 9.1 | | | $ | (222.8) | |
| Cumulative effect of change in accounting principle | | $ | — | | | $ | 1,073.2 | | | $ | 1,073.2 | |
| Balance, January 2, 2022 | | $ | (991.7) | | | $ | (141.3) | | | $ | 850.4 | |
| | | | | | |
| Total Equity | | | | | | |
| Net income (loss) | | $ | (16.2) | | | $ | 206.6 | | | $ | 222.8 | |
| Other comprehensive income | | $ | 236.7 | | | $ | 13.9 | | | $ | (222.8) | |
Cash Equivalents and InvestmentsCash Equivalents
Cash equivalents are highly liquid investments valued at cost, which approximates fair value, acquiredthat are readily convertible to cash with an original maturitymaturities of three months or less.
Accounts Receivable
Accounts receivable are presented net of a reserve for doubtful accounts of $5.9$3.2 million and $7.3$7.7 million at December 31, 20172023 and 2016,January 1, 2023, respectively. Trade credit is extended based upon evaluations of each customer’s ability to perform its obligations, which are updated periodically. AccountsThe Company’s accounts receivable reserves are determined based upon an aging of accounts and a review for collectability of specific accounts.on expected credit losses. Amounts are written-off against the reserve in the period it is determined that the receivable is uncollectible.
Inventories
Inventories are stated at the lower of cost (last-in,(first-in, first-out (LIFO), first-in, first-out (FIFO), and average cost methods) or market, less progress payments.net realizable value. Costs include direct material, direct labor and applicable manufacturing and engineering overhead, and other direct costs. MostThe term net realizable value is defined as estimated selling price in the ordinary course of the Company’s inventory is valued utilizing the LIFO costing methodology. Inventorybusiness, less reasonably predictable costs of the Company’s non-U.S. operations is valued using average cost or FIFO methods.completion, disposal and transportation.
The Company evaluates product lines on a quarterly basis to identify inventory carrying values that exceed estimated net realizable value. In applying the lower of cost or market principle, market means current replacement cost, subject to a ceiling (market value shall not exceed net realizable value) and a floor (market shall not be less than net realizable value reduced by an allowance for a normal profit margin). The calculation of a resulting reserve, if any, is recognized as an expense in the period
that the need for the reserve is identified. However, in cases where inventory at FIFO cost is lower than the LIFO carrying value, a write-down of the inventory to market may be required, subject to the ceiling and floor. It is the Company’s general policy to write-down to scrap value any inventory that is identified as slow-moving or aged more than twelve months, subject to sales, backlog and anticipated ordersorder considerations. In some instances this aging criterion is up to twenty-four months. Inventory valuation reserves also include amounts pertaining to intercompany profit elimination between different subsidiaries.
Long-Lived Assets
Property, plant and equipment are recorded at cost, including capitalized interest, and include long-lived assets acquired under capitalfinance leases. Depreciation is primarily recorded using the straight-line method. Property, plant and equipment associated with the Company’s Rowley titanium sponge production facility in the High Performance Materials & Components segment (prior to its indefinite idling in August 2016 - see Note 16 for further explanation), and the Hot-Rolling and Processing Facility (HRPF) in the Flat Rolled Products segment, are being depreciated utilizing the units of production method of depreciation, which the Company believes provides a better matching of costs and revenues. The Company periodically reviews estimates of useful life and production capacity assigned to new and in service assets. Significant enhancements, including major maintenance activities that extend the lives of property and equipment, are capitalized. Costs related to repairs and maintenance are charged to expense in the period incurred. The cost and related accumulated depreciation of property and equipment retired or disposed of are removed from the accounts and any related gains or losses are included in income.
The Company monitors the recoverability of the carrying value of its long-lived assets. An impairment charge is recognized when an indicator of impairment occurs and the expected net undiscounted future cash flows from an asset’s use (including any proceeds from disposition) are less than the asset’s carrying value and the asset’s carrying value exceeds its fair value. If an impairment loss is recognized, the adjusted carrying value of the long-lived asset is its new cost basis and this new cost basis is depreciated over the remaining useful life of the asset. Assets to be disposed of by sale are stated at the lower of their fair values or carrying amounts and depreciation is no longer recognized.
Leases
The Company classifies leases as either operating or financing, and records a right-of-use (ROU) asset and a lease liability on the consolidated balance sheets as further discussed below. The lease liability is equal to the present value of the minimum lease payments for the term of the lease, including any optional renewal periods determined to be reasonably certain to be exercised, using the discount rate determined at lease commencement. This discount rate is the rate implicit in the lease, if known; otherwise, the incremental borrowing rate (IBR) for the expected lease term is used. The Company’s IBRs approximate the rate the Company would have to pay to borrow on a collateralized basis over a similar term at lease inception. The ROU asset is equal to the initial measurement of the lease liability plus any lease payments made to the lessor at or before the commencement date and any unamortized initial direct costs incurred by the lessee, less any unamortized lease incentives received. The Company has elected to not separate lease components from non-lease components for all asset classes, and has made an accounting policy election to apply the short-term exception, which does not require the capitalization of leases with terms of 12 months or less.
The Company has lease contracts for real property and machinery and equipment. At inception of a contract, the Company determines whether the contract is or contains a lease. If the Company has a right to obtain substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the asset, then the contract contains a lease. Several of the Company’s real property lease contracts include options to extend the lease term, and the Company reassesses the likelihood of renewal on at least an annual basis. In addition, several real property leases include variable lease payments, for items such as common area maintenance and utilities, which are expensed as incurred as variable lease expense.
There are two types of leases: operating leases and finance leases. Lease classification is determined at lease commencement. A finance lease exists when specific criteria are met that indicate that all the risk and rewards related to the leased assets are transferred to the lessee. All other leases not meeting the finance lease criteria are classified as operating leases. Operating lease expense is recognized on a straight-line basis on the consolidated statement of operations. Finance leases have front-loaded expense recognition which is reported as amortization expense and interest expense on the consolidated statement of operations. ROU assets for operating leases are classified in other long-term assets, and ROU assets for finance leases are classified in property, plant and equipment on the consolidated balance sheet. For operating leases, short-term lease liabilities are classified in other current liabilities, and long-term lease liabilities are classified in other long-term liabilities on the consolidated balance sheet. For finance leases, short-term lease liabilities are classified in short-term debt, and long-term lease liabilities are classified in long-term debt on the consolidated balance sheet. On the cash flow statement, payments for operating leases are classified as operating activities. Payments for finance leases are classified as a financing activity, with the exception of the interest component of the payment which is classified as an operating activity.
Goodwill
Goodwill is reviewed annually for impairment, or more frequently if impairment indicators arise. The review for goodwill impairment requires a comparison of the fair value of each reporting unit that has goodwill associated with its operations with its carrying amount, including goodwill. If this comparison reflects impairment, then the loss would be measured as the excess of the carrying value over the calculated fair value as required by the new accounting guidance early adopted by the Company in 2017. See New Accounting Pronouncements Adopted section below for further explanation of this new accounting guidance.value.
Generally accepted accounting standardsprinciples provide the option to qualitatively assess goodwill for impairment before completing a quantitative assessment. Under the qualitative approach, if, after assessing the totality of events or circumstances, including both macroeconomic, industry and market factors, and entity-specific factors, the Company determines it is likely (more likely than not) that the fair value of a reporting unit is greater than its carrying amount, then the quantitative impairment analysis is not required. The quantitative assessment may be performed each year for a reporting unit at the Company’s option without first performing a qualitative assessment. The Company’s quantitative assessment of goodwill for possible impairment includes estimating the fair market value of a reporting unit which has goodwill associated with its operations using discounted cash flow and multiples of cash earnings valuation techniques, plus valuation comparisons to recent public sale transactions of similar businesses, if any. These impairment assessments and valuation methods require the Company to make estimates and assumptions regarding future operating results, cash flows,revenue growth, changes in working capital and capital expenditures, selling prices and profitability that drive cash flows, and the weighted average cost of capital. Many of these assumptions are determined by reference to market participants identified by the Company. Although management believes that the estimates and assumptions used were reasonable, actual results could differ from those estimates and assumptions.
Other events and changes in circumstances may also require goodwill to be tested for impairment between annual measurement dates. While a decline in stock price and market capitalization is not specifically cited as a goodwill impairment indicator, a company’s stock price and market capitalization should be considered in determining whether it is more likely than not that the fair value of a reporting unit is less that its carrying value. Additionally, a significant decline in a company’s stock price may suggest that an adverse change in the business climate may have caused the fair value of one or more reporting units to fall below carrying value. A sustained decline in market capitalization below book value may be determined to require an interim goodwill impairment review.
Environmental
Costs that mitigate or prevent future environmental contamination or extend the life, increase the capacity or improve the safety or efficiency of property utilized in current operations are capitalized. Other costs that relate to current operations or an existing condition caused by past operations are expensed. Environmental liabilities are recorded when the Company’s liability is probable and the costs are reasonably estimable, but generally not later than the completion of the feasibility study or the
Company’s recommendation of a remedy or commitment to an appropriate plan of action. The accruals are reviewed periodically and, as investigations and remediations proceed, adjustments of the accruals are made to reflect new information as appropriate. Accruals for losses from environmental remediation obligations do not take into account the effects of inflation, and anticipated expenditures are not discounted to their present value. The accruals are not reduced by possible recoveries from insurance carriers or other third parties, but do reflect allocations among potentially responsible parties (PRPs) at Federal Superfund sites or similar state-managed sites after an assessment is made of the likelihood that such parties will fulfill their obligations at such sites and after appropriate cost-sharing or other agreements are entered. The measurement of environmental liabilities by the Company is based on currently available facts, present laws and regulations, and current technology. Such estimates take into consideration the Company’s prior experience in site investigation and remediation, the data concerning cleanup costs available from other companies and regulatory authorities, and the professional judgment of the Company’s environmental experts in consultation with outside environmental specialists, when necessary.
Foreign Currency Translation
Assets and liabilities of international operations are translated into U.S. dollars using fiscal year-end exchange rates, while revenues and expenses are translated at average exchange rates during the period. The resulting net translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity.
Sales Recognition
SalesThe following is the Company’s accounting policy as it relates to Accounting Standards Codification Topic 606 (ASC 606), Contracts with Revenue from Customers. This guidance provides a five-step analysis of transactions to determine when and how revenue is recognized, and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
The following is the Company’s accounting policy as it relates to the five-step analysis for revenue recognition:
1.Identify the contract: The Company has determined that the contract with the customer is established when the customer purchase order is accepted or acknowledged. Long-term agreements (LTAs), which typically extend multiple years, are used by the Company and certain of its customers for its specialty materials, in the form of mill products, powders, parts and components, to reduce their supply uncertainty. While these LTAs generally define commercial terms including pricing, termination clauses and other contractual requirements, they do not represent the contract with the customer.
2.Identify the performance obligation in the contract: When the Company accepts or acknowledges the customer purchase order, the type of good or service is defined on a line by line basis. Individual performance obligations are established by virtue of the individual line items identified on the sales order acknowledgment at the time of issuance. Generally, the Company’s revenue relates to the sale of goods and contains a single performance obligation for each distinct good. Conversion services that transform customer-owned inventory to a different dimension, product form, and/or changed mechanical properties are classified as “goods”.
3.Determine the transaction price: Pricing is also defined on a sales order acknowledgment on a line item basis and includes an estimate of variable consideration when required by the terms of the individual customer contract. Variable consideration is when the selling price of the good is not known or is subject to adjustment under certain conditions. Types of variable consideration may include volume discounts, customer rebates and surcharges. ATI also provides assurances that goods or services will meet the product specifications contained within the acknowledged customer contract. As such, returns and refunds reserves are estimated based upon past product line history or, at certain locations, on a claim by claim basis.
4.Allocate the transaction price to the performance obligation: Since a customer contract generally contains only one performance obligation, this step of the analysis is generally not applicable to the Company.
5.Recognize revenue when or as the performance obligation is satisfied: Performance obligations generally occur at a point in time and are satisfied when control passes to the customer. For most transactions, control passes at the time of shipment in accordance with agreed upon delivery terms. On occasion, shipping and handling charges occur after the customer obtains control of the good. When this occurs, the shipping and handling services are considered activities to fulfill the promise to transfer the good.
Certain customer agreements involving production of parts and components require revenue to be recognized over time due to there being no alternative use for the product without significant economic loss and an enforceable right to payment including a normal profit margin from the customer in the event of contract termination. The Company uses an input method for determining the amount of revenue, and associated standard cost, to recognize over-time revenue, cost and gross margin for these customer agreements. The input methods used for these agreements include costs incurred and labor hours expended, both of which give an accurate representation of the progress made toward complete satisfaction of that particular performance obligation.
Contract assets are recognized when title passesATI’s conditional right to consideration for goods or services have transferred to the customer. A conditional right indicates that additional performance obligations associated with the contract are yet to be satisfied. Contract assets are assessed separately for impairment purposes. If ATI’s right to consideration from the customer is unconditional, this asset is accounted for as a receivable and presented separately from other contract assets. A right is unconditional if nothing other than the passage of time is required before payment of that consideration is due. Performance obligations that are recognized as revenue at a point-in-time and are billed to the customer are recognized as accounts
receivable. Payment terms vary from customer to customer depending upon credit worthiness, prior payment history and other credit considerations.
Contract costs are the incremental costs of obtaining and fulfilling a contract (i.e., costs that would not have been incurred if the contract had not been obtained) to provide goods and services to customers. Contract costs for ATI largely consist of design and development costs for molds, dies and other tools that ATI will own and that will be used in producing the products under the supply arrangement. Contract costs are rendered.classified as non-current assets and amortized to expense on a systematic and rational basis over a period consistent with the transfer to the customer of the goods or services to which the asset relates.
Contract liabilities are recognized when ATI has received consideration from a customer to transfer goods or services at a future point in time when the Company performs under the contract. Elements of variable consideration discussed above may be recorded as contract liabilities. In addition, progress billings and advance payments from customers for costs incurred to date are also reported as contract liabilities.
Research and Development
Research, development and technical service activities are closely interrelated and are directed toward development of new products, improvement of existing products, cost reduction, process improvement and control, quality assurance and control, development of new manufacturing methods, and improvement of existing manufacturing methods. Research and development costs are expensed as incurred. Company funded research and development costs were $13.3$20.7 million in 2017, $14.7fiscal year 2023, $16.3 million in 2016,fiscal year 2022, and $14.2$16.5 million in 2015 and were expensed as incurred.fiscal year 2021. Customer funded research and development costs were $1.4 million in 2017, $2.2fiscal year 2023, $1.4 million in 2016,fiscal year 2022, and $1.5$3.5 million in 2015.fiscal year 2021.
Government Assistance
The Company enters into agreements with U.S. federal agencies, U.S. state and local governments, and foreign governments that provide financial assistance and incentives supporting both new capital projects to expand and enhance manufacturing capabilities and also to sustain and maintain existing operations. Depending on the nature of the government program, the financial impacts may be recorded as a reduction to cost of sales through direct offset of labor and overhead costs or lower depreciation expense, or as a reduction of selling, general and administrative expenses for property tax abatement or other similar categories. Benefits from government assistance are recognized as the activities are incurred, subject to ongoing assessments of meeting other relevant terms such as employment or expenditure levels.
In November 2021, ATI entered into an agreement with the U.S. Department of Transportation under the Aviation Manufacturing Jobs Protection (AMJP) program for a grant of up to $22.2 million. The receipt of the award was primarily conditioned upon the Company committing to not furlough or lay off a defined group of employees in the High Performance Materials & Components (HPMC) segment operations during the six-month period of performance between November 2021 and May 2022. The AMJP grant benefit was recognized over the six-month performance period as a reduction to cost of sales in proportion to the compensation expense that the award was intended to defray, with $16.6 million recognized in fiscal year 2022 operating results. Cash receipts from the AMJP program were $11.0 million in fiscal year 2022, and this program is now completed.
ATI is a party to various U.S. states’ economic development incentive programs that provide economic benefits in the forms of property tax relief or cash payments to offset capital expenditures. These programs generally include requirements for levels of capital spending and/or employment to qualify for the government assistance. For the fiscal years ended December 31, 2023 and January 1, 2023, these state-level programs reduced selling, general and administrative expenses by $1.4 million and $1.6 million, respectively, and cash receipts were $3.4 million and $2.8 million, respectively. Receivables for ongoing programs are $1.2 million and $3.7 million as of December 31, 2023 and January 1, 2023, respectively.
Stock-based Compensation
The Company accounts for stock-based compensation transactions, such as nonvested restricted stock or stock units and performance equity awards, using fair value. Compensation expense for an award is estimated at the date of grant and is recognized over the requisite service period. Compensation expense is adjusted for equity awards that do not vest because service or performance conditions are not satisfied. However, compensation expense already recognized on plans which vest based solely on the attainment of market conditions, such as total shareholder return measures, is not adjusted if market conditions are not met, such asbased on the Company’s total shareholder return performance relative to a peer group under certainaward attainment status at the end of the Company’s performance equity awards.measurement period. Compensation expense is adjusted for estimated forfeitures over the award measurement period.
Income Taxes
The provision for, or benefit from, income taxes includes deferred taxes resulting from temporary differences in income for financial and tax purposes using the liability method. Such temporary differences result primarily from differences in the carrying value of assets and liabilities. Future realization of deferred income tax assets requires sufficient taxable income within the carryback and/or carryforward period available under tax law.
The Company evaluates on a quarterly basis whether, based on all available evidence, it is probable that the deferred income tax assets are realizable. Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of the deferred tax asset will not be realized. The evaluation includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, historical taxable income in prior carryback periods if carryback is permitted, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused. The verifiable evidence such as future reversals of existing temporary differences and the ability to carryback are considered before the subjective sources such as estimated future taxable income exclusive of temporary differences and tax planning strategies.
It is the Company’s policy to classify interest and penalties recognized on underpayment of income taxes as income tax expense. It is also the Company’s policy to recognize deferred tax amounts stranded in accumulated other comprehensive income (AOCI), which result from tax rate differences on changes in AOCI balances, as an element of income tax expense in the period that the related balance sheet item associated with the AOCI balance ceases to exist. In the case of derivative financial instruments accounted for as hedges, or marketable securities, ATI uses the portfolio method where the stranded deferred tax amount is recognized when all items of a particular category, such as cash flow hedges of a particular risk such as a foreign currency hedge, are settled. In the case of defined benefit pension and other postretirement benefit plans, the stranded deferred tax balance is recognized as an element of income tax expense in the period the benefit plan is extinguished or divested.
Net Income Per Common Share
Basic and diluted net income per share are calculated by dividing the net income available to common stockholders by the weighted average number of common shares outstanding during the fiscal year. Diluted amounts assume the issuance of common stock for all potentially dilutive share equivalents outstanding. The calculations of all diluted income/loss per share figures for a period exclude the potentially dilutive effect of dilutive share equivalents if there is a net loss since the inclusion in the calculation of additional shares in the net loss per share would result in a lower per share loss and therefore be anti-dilutive.
New Accounting Pronouncements Adopted
In January 2017, the Company early adopted changes issued byAugust 2020, the Financial Accounting Standards Board (FASB) issued new accounting guidance related to simplify how an entity is required to test goodwillaccounting for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill, which is currently required if a reporting unit with goodwill fails a Step 1 test comparing the fair value of the reporting unit to its carrying value including goodwill.convertible instruments. Under this new guidance, embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives, or that do not result in substantial premiums accounted for as paid-in capital. As such, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the reported interest rate of convertible debt instruments typically will be closer to the coupon interest rate. The new guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation, requiring the if-converted method, and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity should perform its annual, or interim, goodwill impairment testentity’s own equity. This new guidance was effective for the Company in fiscal year 2022, with early adoption permitted.
The Company early adopted this new accounting guidance related to accounting for convertible instruments effective January 4, 2021 using just the Step 1 testmodified transition approach with the cumulative effect recognized as an adjustment to the opening balance of comparingretained earnings. This new guidance was applicable to the fairCompany’s 3.5% Convertible Senior Notes due 2025 (the 2025 Convertible Notes) that were issued in June 2020, for which the embedded conversion option was required to be separately accounted for as a component of stockholders’ equity. Upon adoption on January 4, 2021, long-term debt increased by $45.4 million and stockholders’ equity decreased by the same amount, representing the net impact of two adjustments: (1) the $49.8 million value of the embedded conversion, which is net of allocated offering costs, previously classified in additional paid-in capital in stockholders’ equity, and (2) a reporting unit with its carrying amount. Any goodwill impairment, representing$4.4 million increase to retained earnings for the amount by whichcumulative effect of adoption primarily related to the carrying amount exceedsnon-cash interest expense recorded in fiscal year 2020 for the reporting unit’s fair value, is determined using this Step 1 test. Any goodwill impairment loss recognized would not exceedamortization of the total carrying amountportion of goodwillthe 2025 Convertible Notes allocated to that reporting unit.stockholders’ equity. Prospectively, the reported interest expense for the 2025 Convertible Notes no longer included the non-cash interest expense of the equity component as required under prior accounting standards and is closer to the 3.5% cash coupon rate. There was no impact to the Company’s earnings per share calculation as it
previously applied the if-converted method to the 2025 Convertible Notes given ATI’s flexibility to settle conversions of the 2025 Convertible Notes in cash, shares of ATI’s common stock or a combination thereof, at ATI’s election.
In January 2017,September 2022, the FASB issued new accounting guidance related to disclosures about supplier finance programs. Supplier finance programs allow a buyer to offer its suppliers the option for access to payment in advance of an invoice due date, which is paid by a third-party finance provider or intermediary on the basis of invoices that the buyer has confirmed as valid. This new guidance requires a buyer in a supplier finance program to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude, using both qualitative and quantitative information about its supplier finance programs. This new guidance, with the exception of disclosures on rollforward information, is effective for the Company in fiscal year 2023. The Company adopted changes issued bythis new accounting guidance effective January 2, 2023. The rollforward information disclosures are effective for the FASB to simplify employee share-based payment accounting.Company in fiscal year 2024, with early adoption permitted. The areas for simplification inCompany did not early adopt this guidance involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows, which will be prospectively adopted.guidance. The adoption of these changes did not have a materialan impact on the Company’s consolidated financial statements.statements other than disclosure requirements which are included in Note 9.
Pending Accounting Pronouncements
In January 2017, the Company adopted changes issued byNovember 2023, the FASB issued new accounting guidance related to simplifysegment reporting disclosures. This guidance requires additional disclosures on an annual and interim basis of segment information, including significant segment expenses that are regularly provided to the measurementchief operating decision maker (CODM) and the presentation and composition of inventory valuation at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The new inventory measurement requirements replace the current inventory valuation guidance that requires the use of a lower of cost or market framework. This change in the measurement of inventory does not apply to inventory valued on a last-in, first-out (LIFO) basis,other segment items, which is the accountingdifference between segment revenue less segment expenses and the measure of segment profit or loss. The guidance also requires that all current segment disclosures required on an annual basis used for mostbe provided on an interim basis and requires disclosure of the Company’s inventory.title and position of the CODM and how the CODM uses the reported measure of segment profit or loss in assessing performance and allocating resources. This guidance does not change how an entity identifies its reportable segments. This new guidance for annual disclosures will be effective for the Company for fiscal year 2024 and for interim disclosures will be effective for the Company for fiscal year 2025. The guidance must be applied retrospectively and early adoption ofis permitted. The Company does not expect to early adopt this guidance and does not expect these changes did notto have a materialan impact on the Company’s consolidated financial statements.
statements other than disclosure requirements.
In December 2023, the fourth quarter 2017,FASB issued new accounting guidance related to income tax disclosures. This guidance requires entities to disclose specific categories in its annual rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. This guidance also requires additional annual disclosures for income taxes paid and requires disaggregation of income before tax, between domestic and foreign, and income tax expense, between federal, state and foreign. This guidance also eliminates several current disclosure requirements related to the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months and making a statement that an estimate of the range cannot be made and 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 early adopted changes issued by the FASBfor fiscal year 2025 and must be applied on classification of cash receipts and cash payments on the statement of cash flows. Thea 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 did notto have a materialan impact on the Company’s consolidated financial statements other than requiring the classificationdisclosure requirements.
Note 2. Revenue from Contracts with Customers
Disaggregation of the cash portionRevenue
The Company operates in two business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S). Revenue is disaggregated within these two business segments by diversified global markets, primary geographical markets, and diversified products. Comparative information of the Company’s debt extinguishment charge in 2017overall revenues (in millions) by global and geographical markets for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022 is as a financing activityfollows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (in millions) | | 2023 | | 2022 | | 2021 |
| | HPMC | AA&S | Total | | HPMC | AA&S | Total | | HPMC | AA&S | Total |
| Diversified Global Markets: | | | | | | | | | | | | |
| Aerospace & Defense: | | | | | | | | | | | | |
| Jet-Engines- Commercial | | $ | 1,255.3 | | $ | 78.2 | | $ | 1,333.5 | | | $ | 975.7 | | $ | 87.8 | | $ | 1,063.5 | | | $ | 480.9 | | $ | 36.3 | | $ | 517.2 | |
| Airframes- Commercial | | 350.6 | | 388.8 | | 739.4 | | | 184.1 | | 284.8 | | 468.9 | | | 132.8 | | 129.9 | | 262.7 | |
| Defense | | 181.0 | | 220.9 | | 401.9 | | | 158.2 | | 183.0 | | 341.2 | | | 221.8 | | 131.0 | | 352.8 | |
| Total Aerospace & Defense | | $ | 1,786.9 | | $ | 687.9 | | $ | 2,474.8 | | | $ | 1,318.0 | | $ | 555.6 | | $ | 1,873.6 | | | $ | 835.5 | | $ | 297.2 | | $ | 1,132.7 | |
| Energy: | | | | | | | | | | | | |
| Oil & Gas | | 10.6 | | 404.0 | | 414.6 | | | 35.0 | | 441.7 | | 476.7 | | | 42.2 | | 290.1 | | 332.3 | |
| Specialty Energy | | 93.9 | | 179.3 | | 273.2 | | | 113.6 | | 163.0 | | 276.6 | | | 136.1 | | 123.5 | | 259.6 | |
| Total Energy | | 104.5 | | 583.3 | | 687.8 | | | 148.6 | | 604.7 | | 753.3 | | | 178.3 | | 413.6 | | 591.9 | |
| Automotive | | 24.6 | | 186.1 | | 210.7 | | | 11.2 | | 290.9 | | 302.1 | | | 8.7 | | 296.4 | | 305.1 | |
| Medical | | 102.6 | | 74.3 | | 176.9 | | | 73.2 | | 89.9 | | 163.1 | | | 60.3 | | 71.2 | | 131.5 | |
| Construction/Mining | | 35.0 | | 127.9 | | 162.9 | | | 34.1 | | 142.3 | | 176.4 | | | 24.0 | | 98.2 | | 122.2 | |
| Electronics | | 3.1 | | 156.8 | | 159.9 | | | 2.4 | | 197.6 | | 200.0 | | | 1.2 | | 213.9 | | 215.1 | |
| Food Equipment & Appliances | | — | | 71.9 | | 71.9 | | | 0.2 | | 158.3 | | 158.5 | | | 0.1 | | 153.0 | | 153.1 | |
| Other | | 63.5 | | 165.3 | | 228.8 | | | 53.5 | | 155.5 | | 209.0 | | | 47.0 | | 101.2 | | 148.2 | |
| Total | | $ | 2,120.2 | | $ | 2,053.5 | | $ | 4,173.7 | | | $ | 1,641.2 | | $ | 2,194.8 | | $ | 3,836.0 | | | $ | 1,155.1 | | $ | 1,644.7 | | $ | 2,799.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (in millions) | | 2023 | | 2022 | | 2021 |
| | HPMC | AA&S | Total | | HPMC | AA&S | Total | | HPMC | AA&S | Total |
| Primary Geographical Market: | | | | | | | | | | |
| United States | | $ | 915.3 | | $ | 1,335.5 | | $ | 2,250.8 | | | $ | 742.9 | | $ | 1,475.7 | | $ | 2,218.6 | | | $ | 571.3 | | $ | 963.6 | | $ | 1,534.9 | |
| China | | 70.1 | | 263.2 | | 333.3 | | | 59.8 | | 292.0 | | 351.8 | | | 49.5 | | 320.9 | | 370.4 | |
| United Kingdom | | 224.8 | | 34.3 | | 259.1 | | | 165.7 | | 52.0 | | 217.7 | | | 136.7 | | 17.2 | | 153.9 | |
| Germany | | 204.2 | | 38.8 | | 243.0 | | | 148.4 | | 52.5 | | 200.9 | | | 74.1 | | 47.2 | | 121.3 | |
| France | | 172.4 | | 47.0 | | 219.4 | | | 125.7 | | 31.5 | | 157.2 | | | 48.7 | | 9.8 | | 58.5 | |
| Mexico | | 102.3 | | 25.4 | | 127.7 | | | 56.7 | | 23.4 | | 80.1 | | | 25.6 | | 37.6 | | 63.2 | |
| Rest of World | | 431.1 | | 309.3 | | 740.4 | | | 342.0 | | 267.7 | | 609.7 | | | 249.2 | | 248.4 | | 497.6 | |
| Total | | $ | 2,120.2 | | $ | 2,053.5 | | $ | 4,173.7 | | | $ | 1,641.2 | | $ | 2,194.8 | | $ | 3,836.0 | | | $ | 1,155.1 | | $ | 1,644.7 | | $ | 2,799.8 | |
Comparative information of the Company’s major products based on their percentages of sales is included in the 2017 consolidated statement of cash flows. See Note 8 for further discussion of this debt extinguishment charge.
Pending Accounting Pronouncements
In February 2018, the FASB issued limited changes to accounting standards to address the income tax accounting for certain provisions of the Tax Cuts and Jobs Act (the “Tax Act”). Accounting standards require the effect of a change in tax laws or rates on deferred tax assets and liabilities to be included in income from continuing operationsfollowing table. HRPF conversion service sales in the reporting period that the change was enacted, including tax effects that were initially recognized directly in other comprehensive income at the previous rate. This results in stranded amounts in accumulated other comprehensive income (AOCI) related to the income tax rate differential, as the net-of-tax AOCI balance is not adjusted for the tax rate change. This new accounting guidance provides the option to make a one-time reclassification from AOCI to retained earnings for stranded tax effects resulting from the newly enacted U.S. federal tax rate under the Tax Act, calculated on the basis of the difference between the historical and newly enacted U.S. federal tax rate on deferred tax assets and liabilities related to items within AOCI. Adoption of the new accounting guidance is not required, and the Company has elected not to adopt this new guidance.
In August 2017, the FASB issued changes to its accounting guidance for derivatives and hedging, which changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. Some changes resultingAA&S segment are excluded from this new guidance include the elimination of the concept of recognizing periodic hedge ineffectiveness for cash flow hedges, changes to the recognition and presentation of changes in the fair value of the hedging instrument, enhancement of the ability to use the critical-terms-match method for the cash flow hedge of groups of forecasted transactions when the timing of the hedged transactions does not perfectly match the hedging instrument’s maturity date, and the addition of new disclosure requirements and amendments to existing ones. This new guidance is effective for the Company’s 2019 fiscal year, with early adoption permitted and all transition requirements and elections being applied to hedging relationships existing on the date of adoption. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.presentation.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| | 2023 | | 2022 | | 2021 |
| | HPMC | AA&S | Total | | HPMC | AA&S | Total | | HPMC | AA&S | Total |
| Diversified Products: | | | | | | | | | | | | |
| Nickel-based alloys and specialty alloys | | 44 | % | 54 | % | 49 | % | | 49 | % | 54 | % | 52 | % | | 43 | % | 44 | % | 43 | % |
| Precision forgings, castings and components | | 33 | % | — | % | 17 | % | | 34 | % | — | % | 15 | % | | 38 | % | — | % | 16 | % |
| Titanium and titanium-based alloys | | 22 | % | 12 | % | 17 | % | | 17 | % | 7 | % | 11 | % | | 19 | % | 6 | % | 12 | % |
| Precision rolled strip | | 1 | % | 19 | % | 10 | % | | — | % | 25 | % | 14 | % | | — | % | 33 | % | 19 | % |
| Zirconium and related alloys | | — | % | 15 | % | 7 | % | | — | % | 14 | % | 8 | % | | — | % | 17 | % | 10 | % |
| Total | | 100 | % | 100 | % | 100 | % | | 100 | % | 100 | % | 100 | % | | 100 | % | 100 | % | 100 | % |
In March 2017, the FASB issued changes to the accounting for defined benefit pension and other postretirement benefit expenses. This new guidance requires the disaggregation of the service cost component from the other components of net benefit cost. The service cost component of net benefit cost is to be reported in the same line item on the consolidated statement of operations as other compensation costs arising from services rendered by the pertinent employees, while the other components of net benefit cost are to be presented in the consolidated statement of operations separately, outside a subtotal of operating income. The amendments also provide explicit guidance to allow only the service cost component of net benefit cost to be eligible for capitalization. This new guidance is effective for the Company’s 2018 fiscal year, with the adoption of the change in presentation of net benefit cost in the consolidated statement of operations to be applied retrospectively, and the change in capitalization for only service cost applied prospectively. The guidance allows a practical expedient that permits the use of the amounts disclosed in the retirement benefits footnote for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. The Company will adopt this new guidance in the first quarter of fiscal year 2018 using this practical expedient.
The Company expects such adoption to havemaintains a material impact to reported operating income in the consolidated statementbacklog of operations dueconfirmed orders totaling $3.8 billion, $2.9 billion and $2.1 billion at December 31, 2023, January 1, 2023 and January 2, 2022, respectively. Due to the change in presentationstructure of non-service cost expense components. For example, applying the practical expedient to fiscal year 2017 results, operating income for 2017 would be $54.3 million higher, with the reclassificationCompany’s LTAs, 70% of this amount representingbacklog at December 31, 2023 represented booked orders with performance obligations that will be satisfied within the other componentsnext twelve months. The backlog does not reflect any elements of net benefit cost to a newly-created non-operating retirement benefit expense category,variable consideration.
Accounts Receivable
As of December 31, 2023 and January 1, 2023, accounts receivable with no net impact tocustomers were $628.2 million and $586.9 million, respectively. The following represents the reported 2017 loss before income taxes. This statementrollforward of operations change in presentation of net benefit cost will not affect ATI’s measure of segment operating profit; all defined benefit pension and other postretirement benefit expense attributable to business segment operations remains a component of business segment financial performance. The Company expects to have a one-time, unfavorable impact of approximately $6 million to pre-tax reported results in the first quarter of 2018 upon adoption primarily affecting the Flat Rolled Products business segment, due to the change limiting only the service cost component of net benefit cost to be capitalizable into inventory.
In February 2016, the FASB issued new guidance on the accountingaccounts receivable - reserve for leases. This new guidance will require that a lessee recognize assets and liabilities on the balance sheet for all leases with a lease term of more than twelve months, with the result being the recognition of a right of use asset and a lease liability. The new lease accounting requirements are effectivedoubtful accounts for the Company’s 2019 fiscal year with a modified retrospective transition approach required, with early adoption permitted. years ended December 31, 2023, January 1, 2023 and January 2, 2022:
| | | | | |
| (in millions) |
| Accounts Receivable - Reserve for Doubtful Accounts |
| Balance as of January 3, 2021 | $ | 4.3 | |
| Expense to increase the reserve | 0.3 | |
| Write-off of uncollectible accounts | (0.8) | |
| Balance as of January 2, 2022 | 3.8 | |
| Expense to increase the reserve | 4.6 | |
| Write-off of uncollectible accounts | (0.7) | |
| Balance as of January 1, 2023 | 7.7 | |
| Expense to increase the reserve | 0.1 | |
| Write-off of uncollectible accounts | (4.6) | |
| Balance as of December 31, 2023 | $ | 3.2 | |
Contract balances
The Company is currently evaluatingfollowing represents the impactrollforward of the new guidance on its consolidated financial statements.
In May 2014, the FASB issued changes to revenue recognition with customers, which is required to be adopted by the Company in fiscal year 2018. This update provides a five-step analysis of transactions to determine when and how revenue is recognized, along with expanded disclosure requirements. An entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company will adopt this accounting standard update using the modified retrospective method, with the cumulative effect of initially applying this update recognized in the first reporting period of 2018. The Company has evaluated the impact of this standard on individual customer contracts and based on this evaluation determined that there are several customer agreements involving production of parts and components in the High Performance Materials and Components segment that require revenue to be recognized over time due to there being no alternative use for the product without significant economic loss and an enforceable right to payment including a normal profit margin from the customer in the event of contract termination. Over-time recognition is a change from current accounting, which is at a point-in-time for these products. As a result, the Company will recognize a $15.5 million increase to retained earnings at the beginning of the 2018 fiscal year for the cumulative effect of applying the over-time revenue recognition to prior periods, representing the favorable impact to prior results had the over-time revenue recognition method been applied. Due to certain customer agreements with limited duration, 2018 gross profit is now expected to be lower by approximately $5 million as a result of the cumulative effect adjustment for over-time recognition. There is no other significant impact to the Company upon adoption, with the exception of reclassifications to contract assets and liabilities onfor the consolidated balances sheet. As offiscal years ended December 31, 2023, January 1, 2018, total assets2023 and totalJanuary 2, 2022:
| | | | | | | | | | | |
| (in millions) | |
| Contract Assets | |
| Fiscal Year |
| Short-term | 2023 | 2022 | 2021 |
| Balance as of beginning of fiscal year | $ | 64.1 | | $ | 53.9 | | $ | 38.9 | |
| Recognized in current year | 84.1 | | 105.0 | | 93.8 | |
| Reclassified to accounts receivable | (89.5) | | (88.0) | | (76.2) | |
| Reclassification to/from contract liability | 0.4 | | (6.8) | | (2.6) | |
| Balance as of period end | $ | 59.1 | | $ | 64.1 | | $ | 53.9 | |
| | | | | | | | | | | |
| (in millions) | |
| Contract Liabilities | |
| Fiscal Year |
| Short-term | 2023 | 2022 | 2021 |
| Balance as of beginning of fiscal year | $ | 149.1 | | $ | 116.2 | | $ | 111.8 | |
| Recognized in current year | 133.4 | | 183.1 | | 161.5 | |
| Amounts in beginning balance reclassified to revenue | (107.9) | | (99.8) | | (85.1) | |
| Current year amounts reclassified to revenue | (40.9) | | (72.3) | | (72.9) | |
| Divestiture | — | | — | | (0.8) | |
| Other | (0.7) | | 0.7 | | 0.1 | |
| Reclassification to/from long-term and contract asset | 30.6 | | 21.2 | | 1.6 | |
| Balance as of period end | $ | 163.6 | | $ | 149.1 | | $ | 116.2 | |
| | | |
| Fiscal Year |
| Long-term (a) | 2023 | 2022 | 2021 |
| Balance as of beginning of fiscal year | $ | 66.8 | | $ | 84.4 | | $ | 32.0 | |
| Recognized in current year | 2.8 | | 10.4 | | 56.6 | |
| Reclassification to/from short-term | (30.2) | | (28.0) | | (4.2) | |
| Balance as of period end | $ | 39.4 | | $ | 66.8 | | $ | 84.4 | |
(a) Long-term contract liabilities both increased by approximately $33 million, representing the reclassification of amounts recorded previouslyare included in accounts receivable and inventory to contractOther long-term liabilities on the consolidated balance sheet. The Company also expects an increase to financial statement footnote disclosuressheets.
Contract costs for obtaining and fulfilling a contract were $8.1 million and $7.3 million as of December 31, 2023 and January 1, 2023, respectively, which are reported in 2018 regarding revenues,other long-term assets on the consolidated balance sheets. Amortization expense for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022 of these contract assetscosts was $1.2 million, $1.0 million, and contract liabilities as a result of this accounting standard update.$1.0 million, respectively.
Note 2.3. Inventories
Inventories at December 31, 20172023 and 2016January 1, 2023 were as follows (in millions):
| | | | | | | | | | | | | | |
| | Fiscal Year |
| | 2023 | | 2022 |
| Raw materials and supplies | | $ | 234.9 | | | $ | 213.6 | |
| Work-in-process | | 973.6 | | | 941.1 | |
| Finished goods | | 114.5 | | | 111.9 | |
| | 1,323.0 | | | 1,266.6 | |
| Inventory valuation reserves | | (75.5) | | | (70.9) | |
| Total inventories, net | | $ | 1,247.5 | | | $ | 1,195.7 | |
|
| | | | | | | | |
| | | 2017 | | 2016 |
| Raw materials and supplies | | $ | 162.8 |
| | $ | 149.6 |
|
| Work-in-process | | 955.5 |
| | 837.9 |
|
| Finished goods | | 165.0 |
| | 161.7 |
|
| Total inventories at current cost | | 1,283.3 |
| | 1,149.2 |
|
| Adjustment from current cost to LIFO cost basis | | 43.1 |
| | 97.3 |
|
| Inventory valuation reserves | | (121.5 | ) | | (169.0 | ) |
| Progress payments | | (28.8 | ) | | (40.5 | ) |
| Total inventories, net | | $ | 1,176.1 |
| | $ | 1,037.0 |
|
Inventories, before progress payments, determined on the LIFO method were $821.2 million at December 31, 2017, and $736.3 million at December 31, 2016. The remainder of the inventory was determined using the FIFO and average cost methods, and these inventory values do not differ materially from current cost. Due to deflationary impacts primarily related to raw materials, the carrying value of the Company’s inventory as valued on LIFO exceeds current replacement cost, and based on a lower of cost or market value analysis, a net realizable value (NRV) inventory reserve is required. In applying the lower of cost or market principle, market means current replacement cost, subject to a ceiling (market value shall not exceed net realizable value) and a floor (market shall not exceed net realizable value reduced by an allowance for a normal profit margin). Impacts to cost of sales for changes in the LIFO costing methodology and associated NRV inventory reserves were as follows (in millions): |
| | | | | | | | | | |
| | | Fiscal year ended December 31, |
| | | 2017 | 2016 | 2015 |
| LIFO benefit (charge) | | $ | (54.2 | ) | $ | (39.1 | ) | $ | 131.6 |
|
| NRV benefit (charge) | | 54.0 |
| 39.9 |
| (131.5 | ) |
| Net cost of sales impact | | $ | (0.2 | ) | $ | 0.8 |
| $ | 0.1 |
|
During 2017, 2016 and 2015, inventory usage resulted in liquidations of LIFO inventory quantities, increasing cost of sales by $4.6 million, $61.5 million and $9.6 million, respectively. These inventories were carried at differing costs prevailing in prior years as compared with the cost of current manufacturing cost and purchases.
The results for fiscal years 2016 and 2015 included $17.7 million and $24.5 million, respectively, in inventory valuation charges related to the market-based valuation of titanium products. Additionally, in the third quarter of 2016, in conjunction with the indefinite idling of the Company’s Rowley, UT titanium sponge facility (see Note 16 for further explanation), an additional $11.3 million charge was taken to revalue titanium sponge inventory based on revised assessments of industrial grade titanium market conditions and expected utilization of this inventory. In December 2015, based on current market prices for non-premium quality (PQ) grades of titanium sponge, the Company recorded an additional $25.4 million charge to revalue this inventory. This charge included revised assessments of the non-PQ titanium market conditions and expected utilization of this inventory.
Note 3.4. Property, Plant and Equipment
Property, plant and equipment at December 31, 20172023 and 2016January 1, 2023 was as follows:
| | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 |
| Land | | $ | 32.3 | | | $ | 31.5 | |
| Buildings | | 692.7 | | | 601.6 | |
| Equipment and leasehold improvements | | 3,024.3 | | | 2,895.5 | |
| | 3,749.3 | | | 3,528.6 | |
| Accumulated depreciation and amortization | | (2,083.4) | | | (1,979.5) | |
| Total property, plant and equipment, net | | $ | 1,665.9 | | | $ | 1,549.1 | |
|
| | | | | | | | |
| (In millions) | | 2017 | | 2016 |
| Land | | $ | 31.7 |
| | $ | 31.4 |
|
| Buildings | | 844.5 |
| | 829.6 |
|
| Equipment and leasehold improvements | | 3,597.6 |
| | 3,497.2 |
|
| | | 4,473.8 |
| | 4,358.2 |
|
| Accumulated depreciation and amortization | | (1,978.1 | ) | | (1,859.3 | ) |
| Total property, plant and equipment, net | | $ | 2,495.7 |
| | $ | 2,498.9 |
|
Construction in progress at December 31, 20172023 and 2016January 1, 2023 was $90.7$305.9 million and $87.4$262.1 million,, respectively. Capital expenditures on the consolidated statement of cash flows for the fiscal years ended December 31, 2023 and January 1, 2023 exclude $41.9 million and $38.3 million, respectively, of incurred but unpaid capital expenditures that were included in property, plant and equipment and accrued at December 31, 2023 and January 1, 2023, respectively. Depreciation and amortization for the fiscal years ended December 31, 2017, 20162023, January 1, 2023 and 2015January 2, 2022 was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 | | 2021 |
| Depreciation of property, plant and equipment | | $ | 117.4 | | | $ | 115.4 | | | $ | 117.4 | |
| Software and other amortization | | 28.7 | | | 27.5 | | | 26.5 | |
| Total depreciation and amortization | | $ | 146.1 | | | $ | 142.9 | | | $ | 143.9 | |
|
| | | | | | | | | | | | |
| (In millions) | | 2017 | | 2016 | | 2015 |
| Depreciation of property, plant and equipment | | $ | 135.2 |
| | $ | 141.9 |
| | $ | 159.6 |
|
| Software and other amortization | | 25.6 |
| | 28.4 |
| | 30.3 |
|
| Total depreciation and amortization | | $ | 160.8 |
| | $ | 170.3 |
| | $ | 189.9 |
|
Note 4.5. Goodwill and Other Intangible Assets
At December 31, 2017,2023 and January 1, 2023, the Company had $531.4$227.2 million of goodwill on its consolidated balance sheet, all of which relates to the High Performance Materials & Components (HPMC)HPMC segment. Goodwill decreased $110.5 million in 2017 as a result of a $114.4 million impairment charge in the HPMC segment offset by $3.9 million from the impact of foreign currency translation on goodwill denominated in functional currencies other than the U.S. dollar.
The Company performs its annual goodwill impairment evaluations in the fourth quarter of each fiscal year. DuringThe $227.2 million of goodwill as of December 31, 2023 on the third quarterCompany’s consolidated balance sheet is comprised of 2017,$161.2 million at the Company performed an interim goodwill impairment analysis on ATI CastForged Products a titanium investment casting business, due to impairment indicators including lower actual results versus projections. This reporting unit had a fair value that exceeded carrying value by 12% according to our 2016and $66.0 million at the Specialty Materials reporting unit. For the Company’s annual goodwill impairment evaluation. For the 2017 interim impairment analysis,evaluation in fiscal year 2023, quantitative goodwill assessments were performed for these two HPMC reporting units with goodwill. This quantitative fair value was determined by using a quantitative assessment using aincludes discounted cash flow technique,and multiples of cash earnings valuation techniques, plus valuation comparisons to recent public sale transactions of similar businesses, if any, which represents Level 3 unobservable information in the fair value hierarchy. As a result of the 2017 interim goodwillThese impairment evaluation,assessments and valuation methods require the Company determinedto make estimates and assumptions regarding revenue growth, changes in working capital and capital expenditures, selling prices and profitability that the fair value of the Cast Products business was significantly below the carrying value, including goodwill. This was primarily due to lower projected revenues, profitability anddrive cash flows, associated with revised expectations forand the rateweighted average cost of operational improvement and profitabilitycapital. Many of this business based on current customer agreements. Consequently, during the third quarter of 2017,these assumptions are determined by reference to market participants the Company recorded a $114.4 million pre-tax impairment charge to write-off allhas identified. For example, the weighted average cost of the goodwill associated with ATI Cast Products, most of which was assigned from the Company’s 2011 Ladish acquisition that was not deductible for income tax purposes. This goodwill impairment charge was excluded from 2017 HPMC business segment results.
Also during the third quarter of 2017, management concluded that the goodwill impairment at ATI Cast Products was an impairment indicator to evaluate the recoverability of other long-lived assets of this reporting unit, including property, plant, equipment, and intangible assets. No impairment was determined to exist in these long-lived assets as a result of this interim impairment test.
For the Company’s annual goodwill impairment evaluation performedcapital used in the fourth quarter of 2017, quantitative goodwill assessments were performed fordiscounted cash flow assessment was 12.0% and the two HPMC reporting units with goodwill. Both of these reporting units had fair values that were significantly in excess of carrying value, and as a result, no impairments were determinedlong-term growth rates ranged from 3% to exist from the annual goodwill impairment evaluation for the year ended December 31, 2017.3.5%. In order to validate the reasonableness of the estimated fair values of the reporting units as of the valuation date, a reconciliation of the aggregate fair values of all reporting units to market capitalization was performed using a reasonable control premium.
There Although the Company believes that the estimates and assumptions used were no goodwill impairmentsreasonable, actual results could differ from those estimates and assumptions. The Specialty Materials reporting unit had a fair value that was significantly in excess of carrying value. The Forged Products reporting unit had a fair value that exceeded carrying value by approximately 60% for the fiscal year ended December 31, 2016. As a result of2023 annual assessment, which increased compared to the annual evaluation for fiscal year 2022. No impairments were determined to exist from the annual goodwill impairment evaluationsevaluation for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022.
No indicators of impairment were observed in 2015, the Company determined that the fair valuefiscal years 2023, 2022 and 2021 associated with any of the Flat Rolled Products business was below carrying value, including goodwill. During the fourth quarter of 2015, the Company recorded a $126.6 million pre-tax impairment charge to write-off all the goodwill in the Flat Rolled Products segment. This was due to challenging market conditions in 2015 in this business, primarily impacting commodity stainless flat-rolled products. This goodwill impairment charge was excluded from the Flat Rolled Products 2015 business segment results.Company’s long-lived assets. Accumulated goodwill impairment losses as of December 31, 20172023, January 1, 2023 and 2016January 2, 2022 were $241.0 million and $126.6 million, respectively.
$528.0 million.
Other intangible assets, which are included in Other assets on the accompanying consolidated balance sheets as of December 31, 20172023 and 2016January 1, 2023 were as follows:
| | | | | December 31, 2017 | | December 31, 2016 | | | December 31, 2023 | | January 1, 2023 |
| (in millions) | | Gross carrying amount | | Accumulated amortization | | Gross carrying amount | | Accumulated amortization | (in millions) | | Gross
carrying
amount | | Accumulated
amortization | | Gross
carrying
amount | | Accumulated
amortization |
| Technology | | $ | 91.4 |
| | $ | (27.4 | ) | | $ | 91.4 |
| | $ | (23.0 | ) |
| Customer relationships | | 35.7 |
| | (9.1 | ) | | 35.7 |
| | (7.6 | ) |
| Trademarks | | 64.6 |
| | (17.2 | ) | | 64.6 |
| | (12.9 | ) |
| Total amortizable intangible assets | | $ | 191.7 |
| | $ | (53.7 | ) | | $ | 191.7 |
| | $ | (43.5 | ) |
Amortization expense related to intangible assets was approximately $10$7 million for the yearsfiscal year ended December 31, 2017, 20162023 and 2015.$8 million for each of the fiscal years ended January 1, 2023 and January 2, 2022. For each of the fiscal years ending December 31, 20182024 through 2022,2028, annual amortization expense is expected to be approximately $10$7 million.
Note 5.6. Divestitures
On May 12, 2022, the Company completed the sale of its Sheffield, UK operations, which included facilities for melting and re-melting, machining and bar mill operations, and was part of the Specialty Materials business in the HPMC segment. A $112.2 million loss on sale of the Sheffield operations is reported in loss on asset sales and sales of businesses, net, on the consolidated statement of operations for fiscal year 2022, and is excluded from HPMC segment results. The loss includes $26.8 million related to the UK defined benefit pension plan, of which $26.1 million was reported as a net pension asset but which was in a deficit funding position for UK statutory reporting purposes, and $0.7 million in accumulated other comprehensive loss on the consolidated ATI balance sheet. The loss also includes $20.0 million of cumulative translation adjustment foreign exchange losses since ATI’s acquisition of these operations in 1998. The Company received proceeds, net of transaction costs, of $0.3 million in fiscal year 2022, which is reported as an investing activity on the consolidated statement of cash flows. In fiscal year 2021, the Sheffield operations had external sales of $36 million, with over 80% of its sales to energy markets, primarily oil & gas, and had a net loss before tax of $7 million.
The Company completed the sale of the Pico Rivera, CA operations, as part of the strategy to exit standard stainless products, on January 31, 2022. The Company received cash proceeds of $6.2 million on the sale of these assets in fiscal year 2022. The Company recognized a $6.8 million pretax gain on sale, including de-recognizing certain lease liabilities, which is reported in loss on asset sales and sales of businesses, net, on the consolidated statement of operations in fiscal year 2022 and is excluded from AA&S segment results.
On August 13, 2021, the Company completed the sale of its Flowform Products business for $55 million. Located in Billerica, MA, this operation uses flowforming process technologies to produce thin-walled components in net or near-net shapes across multiple alloy systems for use in the aerospace & defense and energy markets. The Company received cash proceeds, net of transaction costs and working capital adjustments, of $53.1 million on the sale of this business during the year ended January 2, 2022, which is reported as an investing activity on the consolidated statement of cash flows. With $12.2 million of goodwill allocated to this operation from ATI’s Forged Products reporting unit, the Company recognized a $13.8 million pretax gain in fiscal year 2021, which is recorded in other income/expense, net, on the consolidated statement of operations and is excluded from HPMC segment results. This business was historically reported as part of the HPMC segment through the date of sale.
Note 7. Joint Ventures
The financial results of majority-owned joint ventures are consolidated into the Company’s operating results and financial position, with the minority ownership interest recognized in the consolidated statement of operations as net income attributable to noncontrolling interests, and as equity attributable to the noncontrolling interests within total stockholders’ equity. Investments in which the Company exercises significant influence, but which it does not control (generally a 20% to 50% ownership interest) are accounted for under the equity method of accounting.
Stockholders’ equity includes undistributed earnings of investees accounted for under the equity method of accounting of approximately $0.7 million at December 31, 2023.
Majority-Owned Joint Ventures
STAL:
The Company has a 60% interest in the Chinese joint venture known as Shanghai STAL Precision Stainless Steel Company Limited (STAL).STAL. The remaining 40% interest in STAL is owned by China Baowu Steel Group Corporation Limited, a state authorized investment company whose equity securities are publicly traded in the People’s Republic of China. STAL is part of ATI's Flat Rolled ProductsATI’s AA&S segment, and manufactures Precision Rolled Strip® (PRS) stainless products mainly for the electronics communication equipment, computers and automotive markets located in Asia. Cash and cash equivalents held by STAL as of December 31, 20172023 were $26.2$75.3 million.
Next Gen Alloys LLC:
During 2017, theThe Company formedhas a 51% interest in Next Gen Alloys LLC, a joint venture with GE Aviation for the development of a new meltless titanium alloy powder manufacturing technology. ATI ownsNext Gen Alloys LLC funds its development activities through the sale of shares to the two joint venture partners, and in the first quarter of fiscal year 2022 the Company received $0.9 million from sales of noncontrolling interests to its joint venture partner, which is reported as a 51% interest in this joint venture. The titanium alloy powders are being developed for use in additive manufacturing applications, including 3D printing.financing activity on the consolidated statements of cash flows. Cash and cash equivalents held by this joint venture as of December 31, 20172023 were $7.0$1.0 million.
Equity Method Joint Ventures
A&T Stainless:
The Company has a 50% interest in A&T Stainless, a joint venture with an affiliate company of Tsingshan Group (Tsingshan) to produce 60-inch wide stainless sheet products for sale in North America. Tsingshan purchased its 50% joint venture interest in A&T Stainless in fiscal year 2018 for $17.5 million, of which $12.0 million had been received by ATI through January 2, 2022. ATI received the remaining $5.5 million from Tsingshan in the fourth quarter of fiscal year 2022, which is reported as a financing activity on the consolidated statement of cash flows. 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 Hot-Rolling and Processing Facility. ATI accounts for the A&T Stainless joint venture under the equity method of accounting.
In late March 2018, ATI filed for an exclusion from the Section 232 tariffs on behalf of A&T Stainless, which imported semi- finished stainless slab products from Indonesia. In April 2019, the Company learned that this exclusion request was denied by the U.S. Department of Commerce. ATI filed new requests on behalf of A&T Stainless for exclusion from the Section 232 tariffs in October 2019. These requests were denied by the U.S. Department of Commerce in the second quarter of fiscal year 2020, and the 25% tariff remained in place. Due to repeated tariff exclusion denials, the DRAP facility was idled in an orderly shut down process that was completed in fiscal year 2020. ATI’s share of the A&T Stainless results were losses of $1.8 million and $0.9 million for the fiscal years ended December 31, 2023 and January 2, 2022, respectively, and were income of $9.1 million for the fiscal year ended January 1, 2023, which are included within other income/expense, net, on the consolidated statements of operations. In April 2022, ATI and A&T Stainless entered into a settlement agreement with the United States pursuant to which the United States, without admitting liability, agreed to refund a substantial portion of the Section 232 tariffs previously paid by A&T Stainless. As a result of the settlement agreement, A&T Stainless recorded tariff refunds and accrued interest of approximately $19.7 million, which was recognized as income by the joint venture in fiscal year 2022. ATI’s share of the A&T Stainless results for the fiscal year ended January 1, 2023 included ATI’s $9.9 million share of this tariff refund and accrued interest. AA&S segment results in fiscal years 2023 and 2021 include equity method recognition of A&T Stainless operating losses of $1.8 million and $0.9 million, respectively, and in fiscal year 2022 include equity method recognition of A&T Stainless operating income of $8.2 million. In fiscal year 2022, A&T Stainless reversed $1.8 million of previously-recognized charges for contractual termination benefits as a result of revised estimates and ATI’s share of this credit for termination benefits in fiscal year 2022 was excluded from AA&S segment results.
As of December 31, 2023, ATI had net receivables from A&T Stainless for working capital advances and administrative services of $1.5 million, of which $0.5 million was reported in prepaid expenses and other current assets and $1.0 million in other long-term assets on the consolidated balance sheet. As of January 1, 2023, ATI had net receivables from A&T Stainless for working capital advances and administrative services of $3.2 million, of which $0.4 million was reported in prepaid expenses and other current assets and $2.8 million in other long-term assets on the consolidated balance sheet.
Uniti:
ATI hashad a 50% interest in the industrial titanium joint venture known as Uniti LLC (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, and this joint venture is expected to be fully dissolved in the first quarter of fiscal year 2024. 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 income/(loss)income was $0.6$0.2 million in 2017, $0.5fiscal year 2023, $4.4 million in 2016,fiscal year 2022, and $(0.1)$1.0 million in 2015,fiscal year 2021, which is included in the Flat Rolled ProductsAA&S segment’s operating results, and within cost of sales inother income/expense, net, on the consolidated statements of operations. Sales to Uniti, which are included in ATI’s consolidated statements of operations, were $38.6$4.9 million in 2017, $20.3fiscal year 2023, $45.0 million in 2016,fiscal year 2022, and $55.4$45.8 million in 2015.fiscal year 2021. Accounts receivable from Uniti were $1.2 million and $1.5was $4.5 million at December 31, 2017 and 2016, respectively.January 1, 2023.
Stockholders’ equity includes undistributed earnings of investees accounted for under the equity method of accounting of approximately $10 million at December 31, 2017.
Note 6.8. Asset Retirement Obligations
The Company maintains reserves where a legal obligation exists to perform an asset retirement activity and the fair value of the liability can be reasonably estimated. These asset retirement obligations (AROs) include liabilities where the timing and (or) method of settlement may be conditional on a future event, that may or may not be within the control of the entity. At December 31, 2017,2023, the Company had recognized AROs of $23.5$18.3 million related to landfill closures, decommissioning costs, facility leases and conditional AROs associated with manufacturing activities using what may be characterized as potentially hazardous materials.
Estimates of AROs are evaluated annually in the fourth quarter, or more frequently if material new information becomes known. Accounting for asset retirement obligations requires significant estimation and in certain cases, the Company has determined that an ARO exists, but the amount of the obligation is not reasonably estimable. The Company may determine that additional AROs are required to be recognized as new information becomes available.
Changes in asset retirement obligations for the years ended December 31, 20172023 and 2016January 1, 2023 were as follows:
| | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 |
| Balance at beginning of fiscal year | | $ | 17.8 | | | $ | 19.0 | |
| Accretion expense | | 0.7 | | | 0.8 | |
| Payments | | (0.2) | | | (2.0) | |
| Balance at end of fiscal year | | $ | 18.3 | | | $ | 17.8 | |
|
| | | | | | | | |
| (In millions) | | 2017 | | 2016 |
| Balance at beginning of year | | $ | 23.3 |
| | $ | 25.0 |
|
| Accretion expense | | 0.8 |
| | 0.7 |
|
| Payments | | (0.7 | ) | | (2.0 | ) |
| Revision of estimates | | 0.1 |
| | (0.4 | ) |
| Balance at end of year | | $ | 23.5 |
| | $ | 23.3 |
|
Note 7.9. Supplemental Financial Statement Information
Cash and cash equivalents at December 31, 20172023 and 2016January 1, 2023 were as follows:
| | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 |
| Cash | | $ | 329.8 | | | $ | 164.9 | |
| Other short-term investments | | 414.1 | | | 419.1 | |
| Total cash and cash equivalents | | $ | 743.9 | | | $ | 584.0 | |
|
| | | | | | | | |
| (In millions) | | 2017 | | 2016 |
| Cash | | $ | 140.2 |
| | $ | 164.1 |
|
| Other short-term investments | | 1.4 |
| | 65.5 |
|
| Total cash and cash equivalents | | $ | 141.6 |
| | $ | 229.6 |
|
Accounts receivable are presented net of a reserve for doubtful accounts of $5.9 million at December 31, 2017, and $7.3 million at December 31, 2016. During 2017, the Company recognized expense of $0.1 million to increase the reserve for doubtful accounts and wrote off $1.5 million of uncollectible accounts, which decreased the reserve. During 2016, the Company recognized expense of $4.8 million to increase the reserve for doubtful accounts and wrote off $2.0 million of uncollectible accounts, which decreased the reserve. During 2015, the Company recognized expense of $1.1 million to increase the reserve for doubtful accounts and wrote off $1.4 million of uncollectible accounts, which decreased the reserve.
AccruedOther current liabilities included salaries, wages and other payroll-relatedemployee-related liabilities of $61.6$102.3 million and $54.6$100.8 million, at December 31, 2023 and January 1, 2023, respectively, and accrued interest of $36.2$23.7 million and $40.4$11.8 million at December 31, 20172023 and 2016,January 1, 2023, respectively.
Other income (expense) for the fiscal years ended December 31, 2017, 2016,2023, January 1, 2023, and 2015January 2, 2022 was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (in millions) | | 2023 | | 2022 | | 2021 |
| Rent, royalty income and other income | | $ | 2.6 | | | $ | 2.3 | | | $ | 1.1 | |
| Gains from disposal of property, plant and equipment, net | | 0.3 | | | 0.2 | | | 2.9 | |
| Net equity income (loss) on joint ventures (See Note 7) | | (1.6) | | | 12.6 | | | 0.1 | |
| Gain on sales of businesses, net (See Note 6) | | — | | | — | | | 13.8 | |
| Joint venture restructuring credit (charge) (See Note 7) | | — | | | 0.9 | | | — | |
| Litigation settlement (See Note 21) | | — | | | (28.5) | | | — | |
| Other | | — | | | — | | | 0.3 | |
| Total other income (expense), net | | $ | 1.3 | | | $ | (12.5) | | | $ | 18.2 | |
Supplier Financing
The Company participates in supplier financing programs with two financial institutions to offer its suppliers the option for access to payment in advance of an invoice due date. Under such programs, these financial institutions provide early payment to suppliers at their request for invoices that ATI has confirmed as valid at a pre-determined discount rate commensurate with the creditworthiness of ATI. As of December 31, 2023 and January 1, 2023, the Company had $15.6 million and $23.7 million, respectively, reported in accounts payable on the consolidated balance sheets under such programs.
|
| | | | | | | | | | | | |
| (In millions) | | 2017 | | 2016 | | 2015 |
| Rent and royalty income | | $ | 3.5 |
| | $ | 1.4 |
| | $ | 2.0 |
|
| Net gains on property and investments | | 0.5 |
| | 1.0 |
| | — |
|
| Other | | — |
| | — |
| | (0.4 | ) |
| Total other income, net | | $ | 4.0 |
| | $ | 2.4 |
| | $ | 1.6 |
|
Note 8.10. Debt
Debt at December 31, 20172023 and 2016January 1, 2023 was as follows:
| | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 |
| ATI Inc. 7.25% Notes due 2030 | | $ | 425.0 | | | $ | — | |
| ATI Inc. 5.875% Senior Notes due 2027 | | 350.0 | | | 350.0 | |
| ATI Inc. 5.125% Senior Notes due 2031 | | 350.0 | | | 350.0 | |
| ATI Inc. 4.875% Notes due 2029 | | 325.0 | | | 325.0 | |
| ATI Inc. 3.5% Convertible Senior Notes due 2025 | | 291.4 | | | 291.4 | |
| Allegheny Ludlum 6.95% Debentures due 2025 (a) | | 150.0 | | | 150.0 | |
| ABL Term Loan | | 200.0 | | | 200.0 | |
| U.S. revolving credit facility | | — | | | — | |
| Foreign credit agreements | | 5.0 | | | 19.4 | |
| Finance leases and other | | 102.8 | | | 79.4 | |
| Debt issuance costs | | (19.6) | | | (17.2) | |
| Total short-term and long-term debt | | 2,179.6 | | | 1,748.0 | |
| Short-term debt and current portion of long-term debt | | 31.9 | | | 41.7 | |
| Total long-term debt | | $ | 2,147.7 | | | $ | 1,706.3 | |
|
| | | | | | | | |
| (In millions) | | 2017 | | 2016 |
| Allegheny Technologies $500 million 5.875% Senior Notes due 2023 (a) | | $ | 500.0 |
| | $ | 500.0 |
|
| Allegheny Technologies $500 million 5.95% Senior Notes due 2021 | | 500.0 |
| | 500.0 |
|
| Allegheny Technologies $350 million 9.375% Senior Notes due 2019 | | — |
| | 350.0 |
|
| Allegheny Technologies $287.5 million 4.75% Convertible Senior Notes due 2022 | | 287.5 |
| | 287.5 |
|
| Allegheny Ludlum 6.95% Debentures due 2025 | | 150.0 |
| | 150.0 |
|
| Term Loan due 2022 | | 100.0 |
| | 100.0 |
|
| U.S. revolving credit facility | | — |
| | — |
|
| Foreign credit agreements | | 6.3 |
| | 4.4 |
|
| Other | | 10.0 |
| | 2.2 |
|
| Debt issuance costs | | (13.1 | ) | | (17.1 | ) |
| Total short-term and long-term debt | | 1,540.7 |
| | 1,877.0 |
|
| Short-term debt and current portion of long-term debt | | 10.1 |
| | 105.1 |
|
| Total long-term debt | | $ | 1,530.6 |
| | $ | 1,771.9 |
|
| |
(a) | Bearing interest at 7.875% effective February 15, 2016. |
Interest expense was $134.9$105.8 million in 2017, $125.4fiscal year 2023, $92.1 million in 2016,fiscal year 2022, and $111.4$97.6 million in 2015.fiscal year 2021. Interest expense was reduced by $2.6$13.5 million,, $4.7 $5.1 million,, and $2.2$4.3 million,, in 2017, 2016,fiscal years 2023, 2022, and 2015,2021, respectively, from interest capitalization on capital projects. Interest and commitment fees paid were $133.8$114.7 million in 2017, $127.2fiscal year 2023, $92.8 million in 2016,fiscal year 2022, and $113.4$97.5 million in 2015.fiscal year 2021. Net interest expense includes interest income of $1.1$13.0 million in 2017, $1.4fiscal year 2023, $4.7 million in 2016,fiscal year 2022, and $1.2$0.7 million in 2015.fiscal year 2021.
Scheduled principal payments during the next five fiscal years are $10.1$31.9 million in 2018, $4.52024, $465.3 million in 2019, $1.12025, $18.5 million in 2020, $500.52026, $565.3 million in 2021,2027, and $387.7$9.6 million in 2022.2028. See Note 11, Leases, for the portion of these scheduled principal payments that are related to finance leases.
2019Debt Extinguishment Charge
In October 2021, ATI recognized a $65.5 million debt extinguishment charge on the redemption of its 5.875% Senior Notes due 2023 (2023 Notes), which included a $64.5 million cash make-whole payment related to the early extinguishment of the 2023 Notes as required by the applicable indenture, and a $1.0 million charge for deferred debt issue costs, as further discussed below.
2030 Notes
In December 2017,August 2023, ATI issued $425 million aggregate principal amount of 7.25% Senior Notes due 2030 (2030 Notes). Interest on the 2030 Notes is payable semi-annually in arrears at a rate of 7.25% per year. The 2030 Notes will mature on August 15, 2030. Net proceeds were $418.8 million from this issuance, of which $222 million was used to fund ATI’s U.S. qualified defined benefit pension plan in order to facilitate a pension derisking strategy (see Note 14), and the remaining proceeds were used for liquidity and general corporate purposes. Underwriting fees and other third-party expenses for the issuance of the 2030 Notes were $6.2 million, and are being amortized to interest expense over the 7-year term of the 2030 Notes. The 2030 Notes are unsecured and unsubordinated obligations of the Company redeemedand equally ranked with all of its existing and future senior unsecured debt. The 2030 Notes restrict the Company’s ability to create certain liens, to enter into sale leaseback transactions, guarantee indebtedness and to consolidate or merge all, or substantially all, of its assets. The Company has the option to redeem the 2030 Notes, as a whole or in part, at any time or from time to time, on at least 15 days, but not more than 60 days, prior notice to the holders of the Notes at redemption prices specified in the 2030 Notes. The 2030 Notes are subject to repurchase upon the occurrence of a change in control repurchase event (as defined in the 2030 Notes) at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus any accrued and unpaid interest on the 2030 Notes repurchased.
2029 and 2031 Notes
On September 14, 2021, ATI issued $325 million aggregate principal amount of 4.875% Senior Notes due 2029 (2029 Notes) and $350 million aggregate principal amount of the 9.375%5.125% Senior Notes due 2019 (20192031 (2031 Notes),. Interest on the 2029 Notes is payable semi-annually in arrears at a rate of 4.875% per year, and the 2029 Notes will mature on October 1, 2029. Interest on the 2031 Notes is payable semi-annually in arrears at a rate of 5.125% per year, and the 2031 Notes will mature on October 1, 2031. Total combined net proceeds of $665.7 million from both of these issuances were primarily used to fund the full redemption of the $500 million aggregate principal amount outstanding of the 2023 Notes on October 14, 2021, including a make-whole payment and accrued interest, resulting in a $37.0$65.5 million pre-tax debt extinguishment charge, which included a $35.8charge.
Underwriting fees and other third-party expenses for the issuance of the 2029 and 2031 Notes were $4.7 million cash paymenteach, and are being amortized to interest expense over the 8-year and 10-year terms of the 2029 and 2031 Notes, respectively. The 2029 and 2031 Notes are unsecured and unsubordinated obligations of the Company and equally ranked with all of its existing and future senior unsecured debt. The 2029 and 2031 Notes restrict the Company’s ability to create certain liens, to enter into sale leaseback transactions, guarantee indebtedness and to consolidate or merge all, or substantially all, of its assets. The Company has the option to redeem the 2029 and 2031 Notes, as a make-whole provisionwhole or in part, at any time or from time to time, on at least 15 days, but not more than 60 days, prior notice to the holders of the Notes at redemption prices specified in the 2029 and 2031 Notes. The 2029 and 2031 Notes are subject to repurchase upon the occurrence of a change in control repurchase event (as defined in the 2029 and 2031 Notes) at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus any accrued and unpaid interest on the early extinguishment2029 or 2031 Notes repurchased, as applicable.
2025 Convertible Notes
As of debt,December 31, 2023, the Company had $291.4 million aggregate principal amount of 3.5% Convertible Senior Notes due 2025 (2025 Convertible Notes) outstanding which mature on June 15, 2025. As of December 31, 2023 and January 1, 2023, the fair value of the 2025 Convertible Notes was $864 million and $590 million, respectively, based on the quoted market price, which is classified in Level 1 of the fair value hierarchy. The 2025 Convertible Notes have a $1.23.5% cash coupon rate that is payable semi-annually in arrears on each June 15 and December 15. Including amortization of deferred issuance costs, the effective interest rate is 4.2% for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022. Remaining deferred issuance costs were $2.9 million chargeand $4.8 million at December 31, 2023 and January 1, 2023, respectively. Interest expense on the 2025 Convertible Notes was as follows:
| | | | | | | | | | | | | | | | | |
| Fiscal Year |
| (in millions) | 2023 | | 2022 | | 2021 |
| Contractual coupon rate | $ | 10.2 | | | $ | 10.2 | | | $ | 10.2 | |
| Amortization of debt issuance costs | 1.9 | | | 1.8 | | | 1.7 | |
| Total interest expense | $ | 12.1 | | | $ | 12.0 | | | $ | 11.9 | |
Currently, and prior to the 41st scheduled trading day immediately preceding the maturity date, the Company may redeem all or any portion of the 2025 Convertible Notes, at its option, at a redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest if the last reported sale price of ATI’s common stock has been at least 130% of the conversion price then in effect for previously-unrecognized debt issue costs.at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on the trading day immediately preceding the date on which ATI provides written notice of redemption.
The initial conversion rate for the 2025 Convertible Notes is 64.5745 shares of ATI common stock per $1,000 principal amount of the 2025 Convertible Notes, equivalent to an initial conversion price of approximately $15.49 per share (18.8 million shares). Prior to the close of business on the business day immediately preceding March 15, 2025, the 2025 Convertible Notes will be convertible at the option of the holders of 2025 Convertible Notes only upon the satisfaction of specified conditions and during certain periods. Thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2025 Convertible Notes will be convertible at the option of holders of 2025 Convertible Notes at any time regardless of these conditions. Conversions of the 2025 Convertible Notes may be settled in cash, shares of ATI’s common stock or a combination thereof, at ATI’s election.
Holders of the 2025 Convertible Notes may require ATI to repurchase their 2025 Convertible Notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing the 2025 Convertible Notes at a purchase price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In connection with certain corporate events or if ATI issues a notice of redemption, it will, under
certain circumstances, increase the conversion rate for holders who elect to convert their 2025 Convertible Notes in connection with such corporate event or during the relevant redemption period.
In connection with the pricing of the 2025 Convertible Notes, ATI entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates. The capped call transactions are expected generally to reduce potential dilution to ATI’s common stock upon any conversion of the 2025 Convertible Notes and/or offset any cash payments ATI is required to make in excess of the principal amount of converted 2025 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the capped call transactions initially is approximately $19.76 per share, and is subject to adjustments under the terms of the capped call transactions.
2022 Convertible Notes
In fiscal year 2022, $82.5 million of the 2022 Convertible Senior Notes were converted into 5.7 million shares of ATI common stock, with the remaining $1.7 million of outstanding principal balance paid in cash for notes that were not converted at the July 1, 2022 maturity date. The conversion rate for the 2022 Convertible Notes was 69.2042 shares of ATI common stock per $1,000 principal amount of the 2022 Convertible Notes, equivalent to a conversion price of $14.45 per share.
Interest on the 2022 Convertible Notes at the 4.75% cash coupon rate was payable semi-annually in arrears on each January 1 and July 1. Including amortization of deferred issuance costs, the effective interest rate was 5.4% for the fiscal years ended January 1, 2023 and January 2, 2022. Interest expense on the 2022 Convertible Notes was as follows:
| | | | | | | | | | | | | | |
| Fiscal Year |
| (in millions) | 2022 | | 2021 | |
| Contractual coupon rate | $ | 2.0 | | | $ | 4.0 | | |
| Amortization of debt issuance costs | 0.3 | | | 0.5 | | |
| Total interest expense | $ | 2.3 | | | $ | 4.5 | | |
2023 Notes
The 5.875% stated interest rate payable on the Company’s Senior2023 Notes due 2023 (2023 Notes) iswas subject to adjustment in the event of changes in the credit ratings on the 2023 Notes by either Moody’s or Standard & Poor’s (S&P).Poor’s. Each notch of credit rating downgrade from the credit ratings in effect when the 2023 Notes were issued in July 2013 increasesincreased interest expense by 0.25% on the 2023 Notes, up to a maximum 4 notches by each of the two rating agencies, or a total 2.0% potential interest rate change up to 7.875%.
In February 2016, the 2023 Notes reset one notch to the maximum 7.875% The annual interest rate as a result of a credit rating downgrade by S&P, which resulted in an additional $1.3 million of interest expense measured on an annual basis, compared to 2015. Any further credit rating downgrades have no effect on the interest rate of the 2023 Notes, and increases in the Company’s credit ratings from these ratings agencies would reduce interest expense incrementally on the 2023 Notes towas at the original 5.875% interest ratemaximum 7.875% from February 2016 until their redemption in a similar manner.October 2021 as discussed above.
Credit Agreements
The Company has a $500 millionan Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of the Company’s domestic operations. The ABL facility also provides the Company with the option of including certain machinery and equipment as additional collateral for purposes of determining availability under the facility. The ABL facility, which matures in September 2027, includes a $400$600 million revolving credit facility, which includes a letter of credit sub-facility of up to $200 million, and a $100.0$200 million term loan (Term(ABL Term Loan).
In June 2017, the, and a swing loan facility of up to $60 million. The ABL facility was amended to extend the maturity date of the Term Loan from November 2017 to February 2022 and to reduce thehas an interest rate on the Term Loan to 3.0% plus a LIBOR spread from 3.5% plus a LIBOR spread. The Term Loanof 2.0% above adjusted Secured Overnight Financing Rate (SOFR) and can be prepaid in minimum increments of $50$25 million if certain minimum liquidity conditions are satisfied. The underwriting costs associated with amendingIn addition, the Term Loan were $0.8Company has the right to request an increase of up to $300 million and are being amortized, along withunder the
unamortized portion of the $1.0 million of previously recognized deferred fees from the issuance of the Term Loan, to interest expense over the extended term of the loan ending February 2022.
Also in June 2017, the ABL revolving credit facility was amended to, among other things, extendfor the duration of the revolvingABL. The Company has a $50 million floating-for-fixed interest rate swap which converts a portion of the facility from September 2020ABL Term Loan to February 2022. As amended, thea 4.21% fixed interest rate. The swap matures in June 2024.
The applicable interest rate for revolving credit borrowings under the ABL facility includes interest rate spreads based on available borrowing capacity that range between 1.25% and 1.75% and 2.25% for LIBOR-basedSOFR-based borrowings (2.0% and 2.5% prior to amendment) and between 1.0%0.25% and 1.5%0.75% for base rate borrowings. The ABL facility contains a financial covenant whereby the Company must maintain a fixed charge coverage ratio of not less than 1.00:1.00 after an event of default has occurred and is continuing or if the undrawn availability under the ABL revolving credit portion of the facility is less than the greater of (i) 10%, as amended, of the then applicable maximum borrowingloan amount under the revolving credit portion of the ABL and anythe outstanding ABL Term Loan balance, or (ii) $40$60.0 million. The Company does not meet this requiredwas in compliance with the fixed charge coverage ratio atas of December 31, 2017. As a result,2023. Additionally, the Company must demonstrate minimum liquidity specified by the facility during the 90-day period immediately preceding the stated maturity date of its 3.5% Convertible Senior Notes due 2025 and the 6.95% Debentures due 2025 issued by the Company’s wholly
owned subsidiary, Allegheny Ludlum LLC. The ABL also contains customary affirmative and negative covenants for credit facilities of this type, including limitations on the Company’s ability to incur additional indebtedness or liens or to enter into investments, mergers and acquisitions, dispositions of assets and transactions with affiliates, some of which are more restrictive, at any time during the term of the ABL when the Company’s fixed charge coverage ratio is not able to access $50less 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 facility until it meetsand the required ratio. Additionally,outstanding ABL Term Loan balance. On September 9, 2022, the Company must demonstrate liquidity, as calculated in accordance with the terms ofamended and restated the ABL facility, of at least $700 million on the date that is 91 days prior to January 15, 2021, the maturity date of the 5.95% Senior Notes due 2021, and that such liquidity is available at all times thereafter until the 5.95% Senior Notes due 2021 are paid in full or refinanced. Costscosts associated with entering into the ABLthis amendment were $1.0$2.4 million, and are being amortized along with the unamortized portion of $2.4 million of previously recognized deferred costs, to interest expense over the extended term of the facility ending February 2022.September 2027, along with $1.7 million of unamortized deferred costs previously recorded for the ABL.
ThereAs of December 31, 2023, there were no outstanding revolving credit borrowings under the revolving portion of the ABL, facility as of December 31, 2017, and $42.3$31.7 million was utilized to support the issuance of letters of credit. AverageThere were average revolving credit borrowings under the ABL facility for the fiscal year ended December 31, 2017 were $37of $13 million bearing an average annual interest rate of 3.255%. Average6.5% under the ABL during fiscal year 2023. There were no revolving credit borrowings under the ABL for theduring fiscal year ended2022. The Company also has foreign credit facilities, primarily in China, that total $58 million based on December 31, 2016 were $822023 foreign exchange rates, under which $5.0 million bearing an average annual interest rateand $19.4 million was drawn as of 1.8%.
Convertible Notes
In the second quarter of 2016, the Company issuedDecember 31, 2023 and sold $287.5 million aggregate principal amount of 4.75% Convertible Senior Notes due 2022 (2022 Convertible Notes). Interest on the 2022 Convertible Notes is payable in cash semi-annually in arrears on each January 1, and July 1, commencing January 1, 2017. The underwriting fees and other third-party expense for the issuance of the 2022 Convertible Notes were $9.4 million and are being amortized to interest expense over the 6-year term of the 2022 Convertible Notes.2023, respectively.
The Company does not have the right to redeem the 2022 Convertible Notes prior to their stated maturity date. Holders of the 2022 Convertible Notes have the option to convert their notes into shares of the Company’s common stock, at any time prior to the close of business on the business day immediately preceding the stated maturity date (July 1, 2022). The initial conversion rate for the 2022 Convertible Notes is 69.2042 shares of ATI common stock per $1,000 (in whole dollars) principal amount of Notes (19.9 million shares), equivalent to conversion price of $14.45 per share, subject to adjustment in certain events. Other than receiving cash in lieu of fractional shares, holders do not have the option to receive cash instead of shares of common stock upon conversion. Accrued and unpaid interest that exists upon conversion of a note will be deemed paid by the delivery of shares of ATI common stock and no cash payment or additional shares will be given to the holders.
If the Company undergoes a fundamental change, holders of the 2022 Convertible Notes may require the Company to repurchase the notes in whole or in part for cash at a price equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the repurchase date.
Ladish Notes
In conjunction with the acquisition of Ladish Co., Inc. (“Ladish”, now ATI Ladish LLC) in May 2011, the Company assumed the Series B and Series C Notes previously issued by Ladish. During 2015, the Company prepaid $5.7 million in aggregate principal amount of its 6.14% ATI Ladish Series B senior notes due May 16, 2016, representing all of the remaining outstanding Series B Notes. Also during 2015, the Company repaid the $10.0 million aggregate principal amount of its outstanding 6.41% ATI Ladish Series C senior notes, due September 2, 2015.
Foreign and Other Credit Facilities
STAL, the Company’s Chinese joint venture company in which ATI has a 60% interest, has a separate $20 million revolving credit facility entered into in April 2015. Borrowings under the STAL revolving credit facility are in U.S. dollars based on U.S. interbank offered rates. The credit facility is supported solely by STAL’s financial capability without any guarantees from the joint venture partners. The credit facility requires STAL to maintain a minimum level of shareholders’ equity, and certain financial ratios.
The Company has no off-balance sheet financing relationships as defined in Item 303(a)(4) of SEC Regulation S-K, with variable interest entities, structured finance entities, or any other unconsolidated entities. At December 31, 2017,2023, the Company had not guaranteed any third-party indebtedness.
Note 11. Leases
The following represents the components of lease cost and other information for both operating and financing leases for the fiscal years 2023, 2022 and 2021:
| | | | | | | | | | | | | | |
| ($ in millions) | | Fiscal Year |
| | 2023 | 2022 | 2021 |
| Lease Cost | | | | |
| Finance Lease Cost: | | | | |
| Amortization of right of use asset | | $ | 10.9 | | $ | 8.9 | | $ | 7.1 | |
| Interest on lease liabilities | | 4.6 | | 4.1 | | 3.1 | |
| Operating lease cost | | 17.6 | | 16.4 | | 22.7 | |
| Short-term lease cost | | 4.5 | | 2.9 | | 1.6 | |
| Variable lease cost | | 1.0 | | 1.0 | | 0.9 | |
| Sublease income | | (0.4) | | — | | (0.3) | |
| Total lease cost | | $ | 38.2 | | $ | 33.3 | | $ | 35.1 | |
| | | | |
| Other information | | | | |
| Cash paid for amounts included in the measurement of lease liabilities | | | | |
| Operating cash flows from finance leases | | $ | 4.6 | | $ | 4.1 | | $ | 3.0 | |
| Operating cash flows from operating leases | | $ | 16.8 | | $ | 17.4 | | $ | 20.0 | |
| Financing cash flows from finance leases | | $ | 24.9 | | $ | 20.9 | | $ | 14.3 | |
| Right of use assets obtained in exchange for new finance lease liabilities | | $ | 54.6 | | $ | 15.3 | | $ | 58.9 | |
| Right of use assets obtained in exchange for new operating lease liabilities | | $ | 25.8 | | $ | 18.0 | | $ | 4.8 | |
| Weighted average remaining lease term - finance leases | | 4 years | 4 years | 5 years |
| Weighted average remaining lease term - operating leases | | 7 years | 6 years | 5 years |
| Weighted average discount rate - finance leases | | 5.4 | % | 5.6 | % | 5.2 | % |
| Weighted average discount rate - operating leases | | 7.1 | % | 6.8 | % | 6.5 | % |
The following table reconciles future minimum undiscounted rental commitments for operating leases to the operating lease liabilities recorded on the consolidated balance sheet as of December 31, 2023 (in millions):
| | | | | | | | |
| Fiscal Year | | December 31, 2023 |
| 2024 | | $ | 17.0 | |
| 2025 | | 14.4 | |
| 2026 | | 13.2 | |
| 2027 | | 10.4 | |
| 2028 | | 8.2 | |
| 2029 and thereafter | | 24.9 | |
| Total undiscounted lease payments | | $ | 88.1 | |
| Present value adjustment | | (19.4) | |
| Operating lease liabilities | | $ | 68.7 | |
The following table reconciles future minimum undiscounted rental commitments for finance leases to the finance lease liabilities recorded on the consolidated balance sheet as of December 31, 2023 (in millions):
| | | | | | | | |
| Fiscal Year | | December 31, 2023 |
| 2024 | | $ | 32.4 | |
| 2025 | | 27.8 | |
| 2026 | | 20.8 | |
| 2027 | | 16.9 | |
| 2028 | | 10.5 | |
| 2029 and thereafter | | 9.1 | |
| Total undiscounted lease payments | | $ | 117.5 | |
| Present value adjustment | | (15.3) | |
| Finance lease liabilities | | $ | 102.2 | |
The Company has agreed to enter into certain finance lease contracts with lenders for progress payments on machinery and equipment that is being constructed at the request and specification of the Company. As of December 31, 2023, the lenders had made $28.4 million of progress payments on behalf of the Company, and $39.7 million of progress payments are scheduled to be paid. Upon payment of the final progress payments by the lenders, finance leases will commence, and $68.1 million, discounted using the applicable discount rates at lease inceptions, of ROU assets and lease liabilities will be recognized by the Company. Progress payments made on behalf of the Company in fiscal years 2023, 2022 and 2021 include $2.8 million, $1.8 million and $16.2 million, respectively, received as proceeds on the sale of ongoing construction in progress projects that were converted to leases, which is presented as investing activities source of cash on the consolidated statements of cash flows for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022.
Note 9.12. Derivative Financial Instruments and Hedging
As part of its risk management strategy, the Company, from time-to-time, utilizes derivative financial instruments to manage its exposure to changes in raw material prices, energy costs, foreign currencies, and interest rates. In accordance with applicable accounting standards, the Company accounts for most of these contracts as hedges. In general, hedge effectiveness is determined by examining the relationship between offsetting changes in fair value or cash flows attributable to the item being hedged, and the financial instrument being used for the hedge. Effectiveness is measured utilizing regression analysis and other techniques to determine whether the change in the fair market value or cash flows of the derivative exceeds the change in fair value or cash flow of the hedged item. Calculated ineffectiveness, if any, is immediately recognized on the statement of operations.
The Company sometimes uses futures and swap contracts to manage exposure to changes in prices for forecasted purchases of raw materials, such as nickel, and natural gas. Under these contracts, which are generally accounted for as cash flow hedges, the price of the item being hedged is fixed at the time that the contract is entered into and the Company is obligated to make or receive a payment equal to the net change between this fixed price and the market price at the date the contract matures.
The majority of ATI’s products are sold utilizing raw material surcharges and index mechanisms. However, as of December 31, 2017,2023, the Company had entered into financial hedging arrangements primarily at the request of its customers, related to firm orders, for an aggregate notional amount of approximately 184 million pounds of nickel with hedge dates through 2021.fiscal year 2024. The aggregate notional amount hedged is approximately 20%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 Metals 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 December 31, 2017,2023, the outstanding financial derivatives used to hedge the Company’s exposure to energy cost volatility included natural gas cost hedges. During the fiscal years ended December 31, 2016 and 2015, due to changes in expected operating levels, the Company concluded that portions of these natural gas cash flow hedges for 2016 and the first quarter 2017 were ineffective based on forecast changes in underlying natural gas usage. The Company recognized $1.3 million and $3.3 million of pre-tax losses for the ineffective portion of these cash flow hedges for the years ended December 31, 2016 and 2015, respectively, which is reported in selling and administrative expenses on the consolidated statement of operations. At December 31, 2017,2023, the company hedged approximately 40%75% of the Company’s annual forecasted domestic requirements for natural gas for 2018,fiscal year 2024 and approximately 35% for 2019, and approximately 15% for 2020.fiscal year 2025.
While the majority of the Company’s direct export sales are transacted in U.S. dollars, foreign currency exchange contracts are used, from time-to-time, to limit transactional exposure to changes in currency exchange rates for those transactions denominated in a non-U.S. currency. The Company sometimes purchases foreign currency forward contracts that permit it to sell specified amounts of foreign currencies expected to be received from its export sales for pre-established U.S. dollar amounts at specified dates. The forward contracts are denominated in the same foreign currencies in which export sales are denominated. These contracts are designated as hedges of the variability in cash flows of a portion of the forecasted future export sales transactions which otherwise would expose the Company to foreign currency risk, primarily euros. 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.
During the fiscal year ended At December 31, 2015,2023, the Company net settled 211.9 million euro notional value ofhad no significant outstanding foreign currency forward contracts designated as cash flow hedges with 2016 and 2017 maturity dates, receiving cash proceeds of $56.5 million, which is reported in cash provided by operating activities on the consolidated statement of cash flows. In the fourth quarter 2015, due to management actions in the Flat Rolled Products segment to de-emphasize commodity stainless steel sheet products in 2016, the Company concluded that a portion of these settled euro cash flow hedges for 2016 were ineffective based on forecast changes for euro-denominated sales. The Company recognized a $14.3 million pre-tax gain for the ineffective portion of these cash flow hedges, which is reported in selling and administrative expenses on the consolidated statement of operations for the year ended December 31, 2015. As of December 31, 2017, all of the deferred gains on the effective portion of these settled cash flow hedges, which were previously recognized in accumulated other comprehensive income, have been reclassified to earnings due to the occurrence of the underlying transactions. In 2015, the Company entered into 244.7 million euro notional value of foreign currency forward contracts designated as fair value hedges with 2015, 2016 and 2017 maturity dates to replace a portion of the settled euro cash flow hedges, of which none were outstanding as of December 31, 2017 and 43.2 million and 139.2 million euro notional values were outstanding as of December 31, 2016 and 2015, respectively. The Company recorded $2.7 million of charges during the fiscal year ended December 31, 2017 and $1.0 million and $9.0 million of benefits during the fiscal years ended December 31, 2016 and 2015, respectively, in costs of sales on the consolidated statement of operations for maturities and mark-to-market changes on these fair value hedges.
contracts.
The Company may enter into derivative interest rate contracts to maintain a reasonable balance between fixed- and floating-rate debt. There were no unsettled derivative financial instruments relatedThe Company has a $50 million floating-for-fixed interest rate swap that matures in June 2024 which converts a portion of the ABL Term Loan to debt balances fora 4.21% fixed rate. The Company designated the periods presented.interest rate swap as a cash flow hedge of the Company’s exposure to the variability of the payment of interest on a portion of its ABL Term Loan borrowings. The ineffective portion at hedge inception, determined from the fair value of the swap immediately prior to amendment in July 2019, was amortized to interest expense over the initial ABL Term Loan swap maturity date of January 12, 2021.
There are no credit risk-related contingent features in the Company’s derivative contracts, and the contracts contained no provisions under which the Company has posted, or would be required to post, collateral. The counterparties to the Company’s derivative contracts were substantial and creditworthy commercial banks that are recognized market makers. The Company controls its credit exposure by diversifying across multiple counterparties and by monitoring credit ratings and credit default swap spreads of its counterparties. The Company also enters into master netting agreements with counterparties when possible.
The fair values of the Company’s derivative financial instruments are presented below, representing the gross amounts recognized which are not offset by counterpartcounterparty or by type of item hedged. All fair values for these derivatives were measured using Level 2 information as defined by the accounting standard hierarchy, which includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs derived principally from or corroborated by observable market data.
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | | | December 31,
2023 | | January 1, 2023 |
| Asset derivatives | | Balance sheet location | | |
| Derivatives designated as hedging instruments: | | | | | | |
| Interest rate swap | | Prepaid expenses and other current assets | | $ | 0.7 | | | $ | 1.4 | |
| Foreign exchange contracts | | Prepaid expenses and other current assets | | 0.1 | | | — | |
| Natural gas contracts | | Prepaid expenses and other current assets | | — | | | 2.4 | |
| Nickel and other raw material contracts | | Prepaid expenses and other current assets | | — | | | 12.5 | |
| Interest rate swap | | Other assets | | — | | | 0.5 | |
| Natural gas contracts | | Other assets | | 0.1 | | | 0.7 | |
| Nickel and other raw material contracts | | Other assets | | — | | | 0.5 | |
| Total derivatives designated as hedging instruments | | | | 0.9 | | | 18.0 | |
| Total asset derivatives | | | | $ | 0.9 | | | $ | 18.0 | |
| | | | | | |
| Liability derivatives | | Balance sheet location | | | | |
| Derivatives designated as hedging instruments: | | | | | | |
| Natural gas contracts | | Other current liabilities | | $ | 5.6 | | | $ | 2.0 | |
| Nickel and other raw material contracts | | Other current liabilities | | 7.5 | | | 2.1 | |
| Natural gas contracts | | Other long-term liabilities | | 1.1 | | | 0.5 | |
| Total derivatives designated as hedging instruments | | | | 14.2 | | | 4.6 | |
| Total liability derivatives | | | | $ | 14.2 | | | $ | 4.6 | |
|
| | | | | | | | | | |
| (In millions) | | | | December 31,
2017 | | December 31,
2016 |
| Asset derivatives | | Balance sheet location | | |
| Derivatives designated as hedging instruments: | | | | | | |
| Foreign exchange contracts | | Prepaid expenses and other current assets | | $ | — |
| | $ | 2.4 |
|
| Natural gas contracts | | Prepaid expenses and other current assets | | 0.1 |
| | 0.2 |
|
| Nickel and other raw material contracts | | Prepaid expenses and other current assets | | 10.5 |
| | 2.2 |
|
| Foreign exchange contracts | | Other assets | | — |
| | 0.2 |
|
| Natural gas contracts | | Other assets | | 0.3 |
| | 0.2 |
|
| Nickel and other raw material contracts | | Other assets | | 5.5 |
| | 3.3 |
|
| Total derivatives designated as hedging instruments | | | | 16.4 |
| | 8.5 |
|
| Derivatives not designated as hedging instruments: | | | | | | |
| Foreign exchange contracts | | Prepaid expenses and other current assets | | 0.1 |
| | 0.6 |
|
| Total derivatives not designated as hedging instruments: | | 0.1 |
| | 0.6 |
|
| Total asset derivatives | | | | $ | 16.5 |
| | $ | 9.1 |
|
| | | | | | | |
| Liability derivatives | | Balance sheet location | | | | |
| Derivatives designated as hedging instruments: | | | | | | |
| Natural gas contracts | | Accrued liabilities | | $ | 0.9 |
| | $ | 2.5 |
|
| Nickel and other raw material contracts | | Accrued liabilities | | 2.1 |
| | 6.7 |
|
| Foreign exchange contracts | | Other long-term liabilities | | — |
| | 0.1 |
|
| Natural gas contracts | | Other long-term liabilities | | 0.3 |
| | — |
|
| Nickel and other raw material contracts | | Other long-term liabilities | | 2.2 |
| | 9.4 |
|
| Total derivatives designated as hedging instruments | | | | 5.5 |
| | 18.7 |
|
| Total liability derivatives | | | | $ | 5.5 |
| | $ | 18.7 |
|
For derivative financial instruments that are designated as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (OCI) and reclassified into earnings in the same period or periods during which the
hedged item affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current period results. For derivative financial instruments that are designated as fair value hedges, changes in the fair value of these derivatives are recognized in current period results and areresults. There were no outstanding fair value hedges as of December 31, 2023 or January 1, 2023. The cash flow impact for all derivative financial instruments is reported as changes within accrued liabilities and otherin cash flows provided by operating activities on the consolidated statementsstatement of cash flows. The Company did not use net investment hedges for the periods presented. The effects of derivative instruments in the tables below are presented net of related income taxes, excluding any impacts of changes to income tax valuation allowances affecting results of operations or other comprehensive income, when applicable (see Note 12 for further explanation).applicable.
Assuming market prices remain constant with those at December 31, 2017, a pre-tax loss of $7.6 million is expected to be recognized over the next 12 months.
Activity with regard to derivatives designated as cash flow hedges for the yearfiscal years ended December 31, 20172023 and January 1, 2023 were as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivatives in Cash Flow Hedging Relationships | | Amount of Gain (Loss)
Recognized in OCI on
Derivatives | | Amount of Gain (Loss)
Reclassified from
Accumulated OCI
into Income (a) |
| Fiscal Year |
| 2023 | | 2022 | | 2023 | | 2022 |
| Nickel and other raw material contracts | | $ | (11.0) | | | $ | 27.1 | | | $ | 2.5 | | | $ | 20.5 | |
| Natural gas contracts | | (11.3) | | | 10.9 | | | (5.7) | | | 11.5 | |
| Foreign exchange contracts | | 0.2 | | | 0.7 | | | 0.2 | | | 0.7 | |
| Interest rate swap | | 0.3 | | | 2.3 | | | 1.1 | | | (0.1) | |
| Total | | $ | (21.8) | | | $ | 41.0 | | | $ | (1.9) | | | $ | 32.6 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Derivatives in Cash Flow Hedging Relationships | | Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion) | | Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) (a) | | Amount of Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) (b) |
| | 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 |
| Nickel and other raw material contracts | | $ | 14.1 |
| | $ | 9.4 |
| | $ | (2.1 | ) | | $ | (12.1 | ) | | $ | — |
| | $ | — |
|
| Natural gas contracts | | (2.8 | ) | | 3.8 |
| | (3.3 | ) | | (8.4 | ) | | — |
| | (0.8 | ) |
| Foreign exchange contracts | | (0.2 | ) | | — |
| | 9.9 |
| | 16.4 |
| | — |
| | — |
|
| Total | | $ | 11.1 |
| | $ | 13.2 |
| | $ | 4.5 |
| | $ | (4.1 | ) | | $ | — |
| | $ | (0.8 | ) |
| |
(a) | The gains (losses) reclassified from accumulated OCI into income related to the effective portion of the derivatives are presented in cost of sales in the same period or periods in which the hedged item affects earnings. |
| |
(b) | The gains (losses) recognized in income on derivatives related to the ineffective portion and the amount excluded from effectiveness testing are presented in selling and administrative expenses. |
The disclosures of gains or losses presented above for nickel and other raw material contracts and foreign currency contracts do not take into account the anticipated underlying transactions. Since these derivative contracts represent hedges, the net effect of any gain or loss on results of operations may be fully or partially offset.
The Company has 10 million euro notional value outstanding as of December 31, 2017 of foreign currency forward contracts not designated as hedges, with maturity dates into the fourth quarter of 2018. These derivatives that are not designated as hedging instruments were as follows:
|
| | | | | | | | |
| (In millions) | | Amount of Gain (Loss) Recognized in Income on Derivatives |
| Derivatives Not Designated as Hedging Instruments | | 2017 | | 2016 |
| Foreign exchange contracts | | $ | (0.8 | ) | | $ | (0.2 | ) |
Changes in the fair value of foreign exchange contract derivatives not designated as hedging instruments are recorded in cost of sales and are reported as changes within accrued liabilities and other on the consolidated statements of cash flows.
Note 10.13. Fair Value of Financial Instruments
The estimated fair value of financial instruments at December 31, 20172023 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Fair Value Measurements at Reporting Date Using |
| (In millions) | | Total
Carrying
Amount | | Total
Estimated
Fair Value | | Quoted Prices in
Active Markets for
Identical Assets
(Level 1) | | Significant
Observable
Inputs
(Level 2) |
| Cash and cash equivalents | | $ | 743.9 | | | $ | 743.9 | | | $ | 743.9 | | | $ | — | |
| Derivative financial instruments: | | | | | | | | |
| Assets | | 0.9 | | | 0.9 | | | — | | | 0.9 | |
| Liabilities | | 14.2 | | | 14.2 | | | — | | | 14.2 | |
| Debt (a) | | 2,199.2 | | | 2,746.7 | | | 2,438.9 | | | 307.8 | |
|
| | | | | | | | | | | | | | | | |
| | | | | Fair Value Measurements at Reporting Date Using |
| (In millions) | | Total Carrying Amount | | Total Estimated Fair Value | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Observable Inputs (Level 2) |
| Cash and cash equivalents | | $ | 141.6 |
| | $ | 141.6 |
| | $ | 141.6 |
| | $ | — |
|
| Derivative financial instruments: | | | | | | | | |
| Assets | | 16.5 |
| | 16.5 |
| | — |
| | 16.5 |
|
| Liabilities | | 5.5 |
| | 5.5 |
| | — |
| | 5.5 |
|
| Debt (a) | | 1,553.8 |
| | 1,853.2 |
| | 1,736.9 |
| | 116.3 |
|
The estimated fair value of financial instruments at December 31, 2016January 1, 2023 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Fair Value Measurements at Reporting Date Using |
| (In millions) | | Total
Carrying
Amount | | Total
Estimated
Fair Value | | Quoted Prices in
Active Markets for
Identical Assets
(Level 1) | | Significant
Observable
Inputs
(Level 2) |
| Cash and cash equivalents | | $ | 584.0 | | | $ | 584.0 | | | $ | 584.0 | | | $ | — | |
| Derivative financial instruments: | | | | | | | | |
| Assets | | 18.0 | | | 18.0 | | | — | | | 18.0 | |
| Liabilities | | 4.6 | | | 4.6 | | | — | | | 4.6 | |
| Debt (a) | | 1,765.2 | | | 1,964.5 | | | 1,665.7 | | | 298.8 | |
|
| | | | | | | | | | | | | | | | |
| | | | | Fair Value Measurements at Reporting Date Using |
| (In millions) | | Total Carrying Amount | | Total Estimated Fair Value | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Observable Inputs (Level 2) |
| Cash and cash equivalents | | $ | 229.6 |
| | $ | 229.6 |
| | $ | 229.6 |
| | $ | — |
|
| Derivative financial instruments: | | | | | | | | |
| Assets | | 9.1 |
| | 9.1 |
| | — |
| | 9.1 |
|
| Liabilities | | 18.7 |
| | 18.7 |
| | — |
| | 18.7 |
|
| Debt (a) | | 1,894.1 |
| | 1,975.0 |
| | 1,868.4 |
| | 106.6 |
|
| |
(a) | The total carrying amount for debt excludes debt issuance costs related to the recognized debt liability which is presented in the consolidated balance sheet as a direct reduction from the carrying amount of the debt liability. |
In accordance with accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards established three levels of a fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. No transfers between levels were reported in 2017 or 2016.
The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:
Cash and cash equivalents: Fair values were determined using Level 1 information.
Derivative financial instruments: Fair values for derivatives were measured using exchange-traded prices for the hedged items. The fair value was determined using Level 2 information, including consideration of counterparty risk and the Company’s credit risk.
Short-term and long-term debt: The fair values of the 20192025 Convertible Notes, (prior to redemption in December 2017), the Allegheny Technologies 5.95% Senior Notes due 2021, the Allegheny Technologies 4.75% Convertible Senior Notes due 2022, the Allegheny Technologies 5.875% Senior Notes due 2023 and the Allegheny Ludlum 6.95% Debentures due 2025, the 2027 Notes, the 2029 Notes, 2030 notes (after issuance in the third quarter of fiscal year 2023) and the 2031 Notes were determined using Level 1 information. The fair values of other short-term and long-term debt were determined using Level 2 information.
Note 11.14. Retirement Benefits
The Company has defined contribution retirement plans or defined benefit pension plans covering substantially all employees. Company contributions to defined contribution retirement plans are generally based on a percentage of eligible pay or based on hours worked. Benefits under the defined benefit pension plans are generally based on years of service and/or final average pay. The Company funds the U.S. defined benefit pension plans in accordance with the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code (“Code”).
The Company also sponsors several postretirement plans covering certain collectively-bargained salaried and hourly employees. The plans provide health care and life insurance benefits for eligible retirees. In most retiree health care plans, Company contributions towards premiums are capped based on the cost as of a certain date, thereby creating a defined contribution.
In the fourth quarter of fiscal year 2023, the Company voluntarily changed the method of accounting for recognizing actuarial gains and losses for the defined benefit pension plans. See Note 1 for amounts recognized related to this change. The Companyinformation within this Note has been revised to reflect the change in accounting principle for current and prior periods.
ATI instituted several liability management actionsinitiatives over the last few years to effect changes toa multi-year period as part of its retirement benefit programs.liability derisking strategy. Future benefit accruals for all participants in the U.S. defined benefit pension plans other than those subject to a CBA were frozen at the end of fiscal year 2014, and subsequently CBAs were negotiated to close these plans to new entrants. As a result of these actions, nearlythe Company has completely closed all of ATI’s operations have defined benefit pensions that are either frozen for all future benefit accruals or closedpension plans to new entrants, and has substantially limited the number of employees still accruing benefit service to less than 800 participants. Additionally, all of ATI’s remaining collectively-bargained, capped defined benefit retiree health care plans that are capped and closed to new entrants, transitioningentrants. These liability management actions have transitioned ATI’s retirement benefit and other postretirement benefit programs largely to a defined contribution structure. From fiscal years 2013 to 2022, five annuity buyouts of retired participants and two voluntary cash out programs of deferred participants during this period helped to reduce the total participants in ATI’s U.S. qualified defined benefit pension plans by more than 60%. During the fourth quarter of fiscal year 2023, the Company purchased group annuity contracts from an insurer covering approximately 85% of the Company’s U.S. qualified defined benefit pension plan obligations. Under these contracts, the Company transferred the pension obligations and associated assets for approximately 8,200 plan participants to the selected insurance company. To facilitate this pension derisking strategy, the Company completed a voluntary cash out for term vested employees and contributed $222 million to its pension plan in the third quarter of fiscal year 2023, to fully fund remaining pension liabilities ahead of this annuity transaction. After these actions, the Company’s U.S. qualified defined benefit pension plan includes approximately 1,980 participants.
Costs for defined contribution retirement plans were $35.5$38.8 million in 2017, $34.5fiscal year 2023, $31.1 million in 2016,fiscal year 2022, and $41.2$20.4 million in 2015.fiscal year 2021. Company contributions to these defined contribution plans are funded with cash. In fiscal year 2022, the Company implemented certain plan design changes to the ATI 401(k) Savings Plan which decreased the qualified non-elective contribution percentage and increased the Company match contribution percentage. Other postretirement benefit costs for a defined contribution plan under the terms of a CBA were $1.7$1.0 million for both the fiscal yearyears ended December 31, 2017.2023 and January 1, 2023. There were no costs for this plan in fiscal year 2021.
The components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 Revised | | 2021 Revised | | 2023 | | 2022 | | 2021 |
| Service cost—benefits earned during the year | | $ | 6.0 | | | $ | 11.9 | | | $ | 15.1 | | | $ | 0.6 | | | $ | 1.1 | | | $ | 1.5 | |
| Interest cost on benefits earned in prior years | | 79.7 | | | 69.7 | | | 68.4 | | | 10.9 | | | 7.7 | | | 8.0 | |
| Expected return on plan assets | | (84.8) | | | (128.2) | | | (136.4) | | | — | | | — | | | — | |
| Amortization of prior service cost (credit) | | 0.3 | | | 0.4 | | | 0.6 | | | (0.9) | | | (0.9) | | | (2.4) | |
| Amortization of net actuarial loss | | — | | | — | | | — | | | 6.0 | | | 13.2 | | | 13.9 | |
| Recognized actuarial loss (gain)- mark to market | | 26.8 | | | (100.3) | | | (147.2) | | | — | | | — | | | — | |
| Settlement loss (gain) | | 41.7 | | | 0.7 | | | — | | | — | | | — | | | (64.9) | |
| Total retirement benefit expense (income) | | $ | 69.7 | | | $ | (145.8) | | | $ | (199.5) | | | $ | 16.6 | | | $ | 21.1 | | | $ | (43.9) | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| (In millions) | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 |
| Service cost—benefits earned during the year | | $ | 14.1 |
| | $ | 20.6 |
| | $ | 22.8 |
| | $ | 2.4 |
| | $ | 2.6 |
| | $ | 2.7 |
|
| Interest cost on benefits earned in prior years | | 116.7 |
| | 125.4 |
| | 121.0 |
| | 14.6 |
| | 16.0 |
| | 17.9 |
|
| Expected return on plan assets | | (146.9 | ) | | (148.7 | ) | | (168.3 | ) | | — |
| | (0.1 | ) | | (0.1 | ) |
| Amortization of prior service cost (credit) | | 1.3 |
| | 1.3 |
| | 1.3 |
| | (2.9 | ) | | (1.7 | ) | | 4.9 |
|
| Amortization of net actuarial loss | | 62.6 |
| | 65.4 |
| | 60.4 |
| | 9.0 |
| | 9.6 |
| | 14.6 |
|
| Termination benefits | | — |
| | 1.1 |
| | — |
| | — |
| | 2.3 |
| | — |
|
| Total retirement benefit expense | | $ | 47.8 |
| | $ | 65.1 |
| | $ | 37.2 |
| | $ | 23.1 |
| | $ | 28.7 |
| | $ | 40.0 |
|
Special termination benefits recordedIn the fourth quarter of fiscal year 2023, the Company voluntarily changed the method of accounting for recognizing actuarial gains and losses for its defined benefit pension plans. Under the accounting method change, remeasurement of projected benefit obligation and plan assets for defined benefit pension plans are immediately recognized in 2016 related to bothearnings through net periodic pension and other postretirement benefits for USW-represented employees associated with the permanent idling of the Flat Rolled Products segment’s Midland, PA commodity stainless operations and Bagdad, PA GOES finishing facility that occurredbenefit cost from remeasurements annually in the fourth quarter and on an interim basis due to triggering events that require remeasurement. This resulted in an actuarial loss of 2016,$26.8 million in fiscal year 2023 and these costsactuarial gains of $100.3 million and $147.2 million in fiscal years 2022 and 2021, respectively, within nonoperating retirement benefit income/expense on the consolidated statements of operations.
On October 17, 2023, the Company completed a voluntary cash out for term vested employees and a large annuity buyout related to approximately 8,200 U.S. qualified defined benefit pension plan participants. As a result of the annuity buyout, ATI recognized a $41.7 million pretax settlement loss, which is recorded in nonoperating retirement benefit income/expense on the consolidated statement of operations.
On May 12, 2022, the Company completed the sale of its Sheffield, UK operations (see Note 6). As a result of this sale, ATI recognized a $0.7 million settlement loss, which is recorded in loss on asset sales and sales of businesses, net, on the
consolidated statement of operations, related to the amount in accumulated other comprehensive loss for the UK defined benefit pension plan that transferred as part of the sale. Pension liabilities and assets for this UK defined benefit pension plan that were reportedremoved as a result of this divestiture are included below in restructuring chargesthe tables of changes in benefit obligations and changes in plan assets, respectively.
On July 14, 2021, ATI announced that a new four-year labor agreement with the USW was ratified (see Note 1 for further discussion). As a result of this new CBA, ATI recognized a $64.9 million pretax settlement gain, which is recorded in nonoperating retirement benefit income/expense on the consolidated statement of operations, related to a plan termination that eliminated certain postretirement medical benefit liabilities, comprised of $43.0 million of long-term postretirement benefit liabilities as of July 2021 and $21.9 million of amounts recorded in accumulated other comprehensive income at that date. Discrete tax effects related to this event were $15.5 million of income tax expense (see Note 17 for segment reporting (see Notes 15 and 16)further discussion).
Actuarial assumptions used to develop the components of defined benefit pension expense and other postretirement benefit expense were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| | Fiscal Year |
| | | 2023 | | 2022 | | 2021 | | 2023 | | 2022 | | 2021 |
| Discount rate (a) | | 5.55% - 6.40% | | 2.95 | % | | 2.60 | % | | 5.45 | % | | 2.80 | % | | 2.45 | % |
| Rate of increase in future compensation levels | | 3.00% | | 2.00% - 3.00% | | 1.00 | % | | — | | | — | | | — | |
| Weighted average expected long-term rate of return on assets (a) | | 5.80% - 6.57% | | 6.43 | % | | 6.71 | % | | — | % | | — | % | | — | % |
|
| | | | | | | | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 |
| Discount rate (a) | | 4.45 | % | | 4.65 | % | | 4.25 | % | | 4.35 | % | | 4.05 - 4.50% |
| | 4.10 | % |
| Rate of increase in future compensation levels | | 0.50 - 1.00% |
| | 3.0 - 3.50% |
| | 3.0 - 3.50% |
| | — |
| | — |
| | — |
|
| Expected long-term rate of return on assets | | 7.75 | % | | 8.00 | % | | 8.00 | % | | 4.0 | % | | 4.0 | % | | 4.0 | % |
| |
(a) | Other postretirement benefits expense for 2016 was initially measured at a 4.50% discount rate. A portion of the obligation was remeasured using a 4.05% discount rate as of March 1, 2016, following a new USW labor agreement. |
Actuarial assumptions used for the valuation of defined benefit pension and other postretirement benefit obligations at the end of the respective periods were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| | Fiscal Year |
| | | 2023 | | 2022 | | 2023 | | 2022 |
| Discount rate | | 5.60 | % | | 5.55 | % | | 5.40 | % | | 5.45 | % |
| Rate of increase in future compensation levels | | 3.00 | % | | 3.00 | % | | — | | | — | |
|
| | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| | | 2017 | | 2016 | | 2017 | | 2016 |
| Discount rate | | 3.85 | % | | 4.45 | % | | 3.80 | % | | 4.35 | % |
| Rate of increase in future compensation levels | | 0.50 - 1.00% |
| | 1.00 | % | | — |
| | — |
|
A reconciliation of the funded status for the Company’s defined benefit pension and other postretirement benefit plans at December 31, 20172023 and 2016January 1, 2023 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 | | 2023 | | 2022 |
| Change in benefit obligations: | | | | | | | | |
| Benefit obligation at beginning of fiscal year | | $ | 1,818.3 | | | $ | 2,517.0 | | | $ | 212.7 | | | $ | 287.3 | |
| Service cost | | 6.0 | | | 11.9 | | | 0.6 | | | 1.1 | |
| Interest cost | | 79.7 | | | 69.7 | | | 10.9 | | | 7.7 | |
| Benefits paid | | (153.9) | | | (155.6) | | | (26.4) | | | (29.7) | |
| Subsidy received | | — | | | — | | | — | | | 0.3 | |
| Divestiture | | — | | | (75.8) | | | — | | | — | |
| Effect of currency rates | | — | | | (3.2) | | | — | | | — | |
| Net actuarial (gains) losses – discount rate change | | (95.8) | | | (556.8) | | | 0.7 | | | (48.2) | |
| – other | | (5.3) | | | 11.1 | | | 3.1 | | | (5.8) | |
| | | | | | | | |
| Plan settlement | | (1,350.6) | | | — | | | — | | | — | |
| | | | | | | | |
| Benefit obligation at end of fiscal year | | $ | 298.4 | | | $ | 1,818.3 | | | $ | 201.6 | | | $ | 212.7 | |
|
| | | | | | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| (In millions) | | 2017 | | 2016 | | 2017 | | 2016 |
| Change in benefit obligations: | | | | | | | | |
| Benefit obligation at beginning of year | | $ | 2,727.7 |
| | $ | 2,805.9 |
| | $ | 354.8 |
| | $ | 400.8 |
|
| Service cost | | 14.1 |
| | 20.6 |
| | 2.4 |
| | 2.6 |
|
| Interest cost | | 116.7 |
| | 125.4 |
| | 14.6 |
| | 16.0 |
|
| Benefits paid | | (220.1 | ) | | (255.4 | ) | | (38.6 | ) | | (47.7 | ) |
| Subsidy paid | | — |
| | — |
| | 0.6 |
| | 0.8 |
|
| Participant contributions | | — |
| | 0.2 |
| | — |
| | — |
|
| Effect of currency rates | | 7.4 |
| | (17.3 | ) | | — |
| | — |
|
| Net actuarial (gains) losses – discount rate change | | 174.6 |
| | 57.8 |
| | 16.6 |
| | 4.6 |
|
| – other | | 9.4 |
| | (3.9 | ) | | (0.5 | ) | | (2.1 | ) |
| Plan curtailments | | — |
| | (6.7 | ) | | — |
| | — |
|
| Plan amendments | | — |
| | — |
| | — |
| | (22.5 | ) |
| Special termination benefits | | — |
| | 1.1 |
| | — |
| | 2.3 |
|
| Benefit obligation at end of year | | $ | 2,829.8 |
| | $ | 2,727.7 |
| | $ | 349.9 |
| | $ | 354.8 |
|
A $6.7 million plan curtailment for pension benefits as a result of the hard freeze of the U.K. pension plan reduced the pension benefit obligation in 2016. Plan amendments as a resultActuarial effects of changes to retirement benefit programsin discount rates are separately identified in the 2016 USW labor agreement reducedpreceding table.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 | | 2023 | | 2022 |
| Change in plan assets: | | | | | | | | |
| Fair value of plan assets at beginning of fiscal year | | $ | 1,599.5 | | | $ | 2,120.9 | | | $ | — | | | $ | — | |
| Actual returns on plan assets and plan expenses | | (83.9) | | | (317.0) | | | — | | | — | |
| Employer contributions | | 278.0 | | | 57.4 | | | — | | | — | |
| Divestiture | | — | | | (101.8) | | | — | | | — | |
| Effect of currency rates | | — | | | (4.4) | | | — | | | — | |
| Plan settlement | | (1,350.6) | | | — | | | — | | | — | |
| Benefits paid | | (153.9) | | | (155.6) | | | — | | | — | |
| Fair value of plan assets at end of fiscal year | | $ | 289.1 | | | $ | 1,599.5 | | | $ | — | | | $ | — | |
On October 17, 2023, the other postretirement benefits obligation by $22.5 million in 2016.
|
| | | | | | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| (In millions) | | 2017 | | 2016 | | 2017 | | 2016 |
| Change in plan assets: | | | | | | | | |
| Fair value of plan assets at beginning of year | | $ | 1,894.6 |
| | $ | 1,962.3 |
| | $ | 0.7 |
| | $ | 1.8 |
|
| Actual returns on plan assets and plan expenses | | 304.1 |
| | 79.7 |
| | 0.2 |
| | (0.8 | ) |
| Employer contributions | | 143.4 |
| | 125.1 |
| | — |
| | — |
|
| Participant contributions | | — |
| | 0.2 |
| | — |
| | — |
|
| Effect of currency rates | | 7.6 |
| | (17.3 | ) | | — |
| | — |
|
| Benefits paid | | (220.1 | ) | | (255.4 | ) | | (0.3 | ) | | (0.3 | ) |
| Fair value of plan assets at end of year | | $ | 2,129.6 |
| | $ | 1,894.6 |
| | $ | 0.6 |
| | $ | 0.7 |
|
Pension benefit payments in 2017 include approximately $22 million associated withCompany completed a voluntary lump-sum cash out offerfor term vested employees and a large annuity buyout related to terminated vested participants in the ATI Pension Plan, the Company’sapproximately 8,200 U.S. qualified defined benefit pension plan. Pension benefit paymentsplan participants. These actions resulted in 2016 include $47 million for the annuity buyout of small pension balancesa reduction in the ATI Pension Plan.benefit obligations and plan assets of $1.35 billion.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Assets (liabilities) recognized in the consolidated balance sheets: | | | | | | |
| | Pension Benefits | | Other Postretirement Benefits |
| | Fiscal Year |
| | 2023 | | 2022 | | 2023 | | 2022 |
| Current assets | | $ | 2.4 | | | $ | — | | | $ | — | | | $ | — | |
| Noncurrent assets | | 33.6 | | | 12.5 | | | — | | | — | |
| Current liabilities | | (5.6) | | | (5.7) | | | (26.4) | | | (27.8) | |
| Noncurrent liabilities | | (39.7) | | | (225.6) | | | (175.2) | | | (184.9) | |
| Total amount recognized | | $ | (9.3) | | | $ | (218.8) | | | $ | (201.6) | | | $ | (212.7) | |
|
| | | | | | | | | | | | | | | | |
| Assets (liabilities) recognized in the consolidated balance sheets: | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| | | 2017 | | 2016 | | 2017 | | 2016 |
| Noncurrent assets | | $ | 2.1 |
| | $ | — |
| | $ | — |
| | $ | — |
|
| Current liabilities | | (5.3 | ) | | (5.2 | ) | | (31.5 | ) | | (36.4 | ) |
| Noncurrent liabilities | | (697.0 | ) | | (827.9 | ) | | (317.8 | ) | | (317.7 | ) |
| Total amount recognized | | $ | (700.2 | ) | | $ | (833.1 | ) | | $ | (349.3 | ) | | $ | (354.1 | ) |
Changes to accumulated other comprehensive loss related to pension and other postretirement benefit plans in 2017fiscal years 2023 and 20162022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 Revised | | 2023 | | 2022 |
| Beginning of year accumulated other comprehensive loss | | $ | (8.8) | | | $ | (9.9) | | | $ | (55.8) | | | $ | (121.2) | |
| Amortization of net actuarial loss | | — | | | — | | | 6.0 | | | 13.2 | |
| Amortization of prior service cost (credit) | | 0.3 | | | 0.4 | | | (0.9) | | | (0.9) | |
| Settlement loss | | 1.1 | | | 0.7 | | | — | | | — | |
| Remeasurements | | — | | | — | | | (3.8) | | | 53.1 | |
| End of year accumulated other comprehensive loss | | $ | (7.4) | | | $ | (8.8) | | | $ | (54.5) | | | $ | (55.8) | |
| Net change in accumulated other comprehensive loss | | $ | 1.4 | | | $ | 1.1 | | | $ | 1.3 | | | $ | 65.4 | |
|
| | | | | | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| (In millions) | | 2017 | | 2016 | | 2017 | | 2016 |
| Beginning of year accumulated other comprehensive loss | | $ | (1,462.7 | ) | | $ | (1,418.2 | ) | | $ | (74.4 | ) | | $ | (101.4 | ) |
| Amortization of net actuarial loss | | 62.6 |
| | 65.4 |
| | 9.0 |
| | 9.6 |
|
| Amortization of prior service cost (credit) | | 1.3 |
| | 1.3 |
| | (2.9 | ) | | (1.7 | ) |
| Remeasurements | | (27.3 | ) | | (111.2 | ) | | (15.4 | ) | | 19.1 |
|
| End of year accumulated other comprehensive loss | | $ | (1,426.1 | ) | | $ | (1,462.7 | ) | | $ | (83.7 | ) | | $ | (74.4 | ) |
| Net change in accumulated other comprehensive loss | | $ | 36.6 |
| | $ | (44.5 | ) | | $ | (9.3 | ) | | $ | 27.0 |
|
Amounts included in accumulated other comprehensive loss at December 31, 20172023 and 2016January 1, 2023 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 Revised | | 2023 | | 2022 |
| Prior service (cost) credit | | $ | (7.4) | | | $ | (8.8) | | | $ | 1.7 | | | $ | 2.5 | |
| Net actuarial loss | | — | | | — | | | (56.2) | | | (58.3) | |
| Accumulated other comprehensive loss | | (7.4) | | | (8.8) | | | (54.5) | | | (55.8) | |
| Deferred tax effect | | 1.9 | | | 2.1 | | | 27.5 | | | 27.8 | |
| Accumulated other comprehensive loss, net of tax | | $ | (5.5) | | | $ | (6.7) | | | $ | (27.0) | | | $ | (28.0) | |
|
| | | | | | | | | | | | | | | | |
| | | Pension Benefits | | Other Postretirement Benefits |
| (In millions) | | 2017 | | 2016 | | 2017 | | 2016 |
| Prior service (cost) credit | | $ | (1.0 | ) | | $ | (2.3 | ) | | $ | 11.7 |
| | $ | 14.6 |
|
| Net actuarial loss | | (1,425.1 | ) | | (1,460.4 | ) | | (95.4 | ) | | (89.0 | ) |
| Accumulated other comprehensive loss | | (1,426.1 | ) | | (1,462.7 | ) | | (83.7 | ) | | (74.4 | ) |
| Deferred tax effect | | 525.6 |
| | 543.4 |
| | 29.7 |
| | 28.2 |
|
| Accumulated other comprehensive loss, net of tax | | $ | (900.5 | ) | | $ | (919.3 | ) | | $ | (54.0 | ) | | $ | (46.2 | ) |
Amounts in accumulated other comprehensive loss presented above do not include any effects of deferred tax asset valuation allowances. See Note 1215 for further discussion on deferred tax asset valuation allowances.
Retirement benefit expense for 2018fiscal year 2024 for defined benefit plans is estimated to be approximately $52$21 million,, comprised of $29$6 million for pension expense and $23$15 million of expense for other postretirement benefits. TheFor other postretirement benefits, the net actuarial loss is recognized in the consolidated statement of operations using a corridor method. Because all of ATI’sFor both pension plans are inactive, cumulative gains and losses in excess of 10% of the greater of the projected benefit obligation or the market value of plan assets are amortized over the expected average remaining future lifetime of participants, which is approximately 17 years on a weighted average basis. Priorother postretirement benefits, prior service cost (credit) amortization is recognized in level amounts over the expected service of the active membership as of the amendment effective date. Amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost in 2018fiscal year 2024 are:
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Pension
Benefits | | Other
Postretirement
Benefits | | Total |
| Amortization of prior service cost (credit) | | $ | 0.4 | | | $ | (0.9) | | | $ | (0.5) | |
| Amortization of net actuarial loss | | — | | | 5.3 | | | 5.3 | |
| Amortization of accumulated other comprehensive loss | | $ | 0.4 | | | $ | 4.4 | | | $ | 4.8 | |
|
| | | | | | | | | | | | |
| (In millions) | | Pension Benefits | | Other Postretirement Benefits | | Total |
| Amortization of prior service cost (credit) | | $ | 0.4 |
| | $ | (2.9 | ) | | $ | (2.5 | ) |
| Amortization of net actuarial loss | | 65.9 |
| | 10.6 |
| | 76.5 |
|
| Amortization of accumulated other comprehensive loss | | $ | 66.3 |
| | $ | 7.7 |
| | $ | 74.0 |
|
The accumulated benefit obligation for all defined benefit pension plans was $2,810.5$283.1 million and $2,710.7$1,716.8 million at December 31, 20172023 and 2016,January 1, 2023, respectively. Additional information for pension plans with accumulated benefit obligations and projected benefit obligations in excess of plan assets:
| | | | | | | | | | | | | | |
| | | Pension Benefits |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 |
| Projected benefit obligation | | $ | 45.3 | | | $ | 1,727.3 | |
| Accumulated benefit obligation | | $ | 45.3 | | | $ | 1,716.8 | |
| Fair value of plan assets | | $ | — | | | $ | 1,496.0 | |
|
| | | | | | | | |
| | | Pension Benefits |
| (In millions) | | 2017 | | 2016 |
| Projected benefit obligation | | $ | 2,737.4 |
| | $ | 2,727.7 |
|
| Accumulated benefit obligation | | $ | 2,718.0 |
| | $ | 2,710.7 |
|
| Fair value of plan assets | | $ | 2,035.1 |
| | $ | 1,894.6 |
|
Cash contributions to ATI’s U.S. qualified defined benefit pension plans were $272 million in fiscal year 2023, $50 million in fiscal year 2022 and $67 million in fiscal year 2021. The Company funds the U.S. defined benefit pension plans in accordance with the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code. The Company has no required cash contributions to its U.S. qualified defined benefit pension plan in fiscal year 2024. In March 2017, the Company made a $135 million cash contribution to the ATI Pension Plan in order to complete its funding requirementsaddition, for 2017. In July 2016, the Company made a $115 million contribution to the ATI Pension Plan to improve the plan’s funded position. Based upon current regulations and actuarial studies,fiscal year 2024, the Company expects to make approximately a $40$6 million cash contribution to the ATI Pension Plan in 2018, and use credit balance from prior years prefundingof payments for the remaining required contribution during the year. In addition, for 2018, the Company expects to fund benefits of approximately $9 million for its U.S. nonqualified benefit pension plans and its U.K. defined benefit plan.
benefits.
The following table summarizes expected benefit payments from the Company’s various pension and other postretirement defined benefit plans through 2027,fiscal year 2033, and also includes estimated Medicare Part D subsidies projected to be received during this period based on currently available information. Pension benefit payments for the ATI Pension Plan and the U.K.U.S. qualified defined benefit pension plan are made from pension plan assets.
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | | | | | |
| Fiscal Year | | Pension
Benefits | | Other
Postretirement
Benefits | | Medicare Part
D Subsidy |
| 2024 | | $ | 12.1 | | | $ | 26.5 | | | $ | — | |
| 2025 | | 13.3 | | | 24.2 | | | — | |
| 2026 | | 14.6 | | | 22.3 | | | — | |
| 2027 | | 16.0 | | | 20.6 | | | — | |
| 2028 | | 17.0 | | | 18.9 | | | — | |
| 2029-2033 | | 96.7 | | | 71.6 | | | — | |
|
| | | | | | | | | | | | |
| (In millions) | | Pension Benefits | | Other Postretirement Benefits | | Medicare Part D Subsidy |
| 2018 | | $ | 201.0 |
| | $ | 32.1 |
| | $ | 0.8 |
|
| 2019 | | 194.1 |
| | 31.2 |
| | 0.8 |
|
| 2020 | | 192.0 |
| | 29.7 |
| | 0.8 |
|
| 2021 | | 188.8 |
| | 28.1 |
| | 0.7 |
|
| 2022 | | 186.8 |
| | 26.2 |
| | 0.7 |
|
| 2023 - 2027 | | 891.5 |
| | 109.0 |
| | 2.8 |
|
The annual assumed rate of increase in the per capita cost of covered benefits (the health care cost trend rate) for health care plans was 6.8%7.2% in 20182024 and is assumed to gradually decrease to 4.5%4.0% in the year 20382048 and remain at that level thereafter. Assumed health care cost trend rates can have a significant effect on the amounts reported for the health care plans, however, the Company’s contributions for most of its’its retiree health plans are capped based on a fixed premium amount, which limits the impact of future health care cost increases. A one percentage point change in assumed health care cost trend rates would have the following effects:
|
| | | | | | | | |
| (In millions) | | One Percentage Point Increase | | One Percentage Point Decrease |
| Effect on total of service and interest cost components for the year ended December 31, 2017 | | $ | 0.3 |
| | $ | (0.3 | ) |
| Effect on other postretirement benefit obligation at December 31, 2017 | | $ | 5.7 |
| | $ | (5.1 | ) |
The plan assets for the ATI Pension Plan represent approximately 96% of total pension plan assets at December 31, 2017. The ATI Pension Plan invests in a diversified portfolio consisting of an array of asset classes that attempts to maximize returns while minimizing volatility. These asset classes include U.S. domestic equities, non-U.S. developed market equities, emerging market equities, hedge funds, private equity, global high quality and high yield fixed income, floating rate debt and real estate. The Company continually monitors the investment results of these asset classes and its fund managers, and explores other potential asset classes for possible future investment.
ATI Pension Plan assets at December 31, 2017 and 2016 included 3.0 million shares of ATI common stock with a fair value of $71.3 million and $47.1 million, respectively. Dividends of $0.7 million were received by the ATI Pension Plan in 2016 on the ATI common stock held by this plan.
The fair values of the Company’s pension plan assets are determined using net asset value (NAV) as a practical expedient, or by information categorized in the fair value hierarchy level based on the inputs used to determine fair value, as further discussed in Note 10.13. The fair values at December 31, 20172023 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | | | | | | Quoted Prices in
Active Markets for
Identical Assets | | Significant
Observable Inputs | | Significant
Unobservable Inputs |
| Asset category | | Total | | NAV | | (Level 1) | | (Level 2) | | (Level 3) |
| Equity securities: | | | | | | | | | | |
| U.S. equities | | $ | 0.1 | | | $ | — | | | $ | 0.1 | | | $ | — | | | $ | — | |
| International equities | | 0.1 | | | — | | | 0.1 | | | — | | | — | |
| Fixed income and cash equivalents | | 130.3 | | | 8.3 | | | 122.0 | | | — | | | — | |
| Private equity | | 60.8 | | | 60.8 | | | — | | | — | | | — | |
| Alternative investments- hedge funds, real estate and other | | 97.8 | | | 97.8 | | | — | | | — | | | — | |
| Total assets | | $ | 289.1 | | | $ | 166.9 | | | $ | 122.2 | | | $ | — | | | $ | — | |
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | | | | | Quoted Prices in Active Markets for Identical Assets | | Significant Observable Inputs | | Significant Unobservable Inputs |
| Asset category | | Total | | NAV | | (Level 1) | | (Level 2) | | (Level 3) |
| Equity securities: | | | | | | | | | | |
| ATI common stock | | $ | 71.3 |
| | $ | — |
| | $ | 71.3 |
| | $ | — |
| | $ | — |
|
| Other U.S. equities | | 416.0 |
| | 267.7 |
| | 148.3 |
| | — |
| | — |
|
| International equities | | 432.5 |
| | 385.9 |
| | 46.6 |
| | — |
| | — |
|
| Global debt securities and cash: | | | | | | | | | | |
| Fixed income and cash equivalents | | 501.1 |
| | 92.6 |
| | 10.0 |
| | 398.5 |
| | — |
|
| Floating rate | | 169.9 |
| | 122.6 |
| | 47.3 |
| | — |
| | — |
|
| Private equity | | 137.5 |
| | 137.5 |
| | — |
| | — |
| | — |
|
| Hedge funds | | 307.4 |
| | 307.4 |
| | — |
| | — |
| | — |
|
| Real estate and other | | 93.9 |
| | 90.7 |
| | — |
| | 3.2 |
| | — |
|
| Total assets | | $ | 2,129.6 |
| | $ | 1,404.4 |
| | $ | 323.5 |
| | $ | 401.7 |
| | $ | — |
|
The fair values of the Company’s pension plan assets at December 31, 2016January 1, 2023 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | | | | | | Quoted Prices in
Active Markets for
Identical Assets | | Significant
Observable Inputs | | Significant
Unobservable Inputs |
| Asset category | | Total | | NAV | | (Level 1) | | (Level 2) | | (Level 3) |
| Equity securities: | | | | | | | | | | |
| U.S. equities | | $ | 363.1 | | | $ | 202.6 | | | $ | 160.5 | | | $ | — | | | $ | — | |
| International equities | | 299.7 | | | 284.8 | | | 14.9 | | | — | | | — | |
| Fixed income and cash equivalents | | 455.4 | | | 330.8 | | | 13.8 | | | 110.8 | | | — | |
| Private equity | | 224.3 | | | 224.3 | | | — | | | — | | | — | |
| Alternative investments- hedge funds, real estate and other | | 257.0 | | | 257.0 | | | — | | | — | | | — | |
| Total assets | | $ | 1,599.5 | | | $ | 1,299.5 | | | $ | 189.2 | | | $ | 110.8 | | | $ | — | |
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | | | | | Quoted Prices in Active Markets for Identical Assets | | Significant Observable Inputs | | Significant Unobservable Inputs |
| Asset category | | Total | | NAV | | (Level 1) | | (Level 2) | | (Level 3) |
| Equity securities: | | | | | | | | | | |
| ATI common stock | | $ | 47.1 |
| | $ | — |
| | $ | 47.1 |
| | $ | — |
| | $ | — |
|
| Other U.S. equities | | 311.1 |
| | 204.0 |
| | 107.1 |
| | — |
| | — |
|
| International equities | | 375.7 |
| | 339.2 |
| | 36.5 |
| | — |
| | — |
|
| Global debt securities and cash: | | | | | | | | | | |
| Fixed income and cash equivalents | | 412.2 |
| | 82.3 |
| | 0.5 |
| | 329.2 |
| | 0.2 |
|
| Floating rate | | 225.5 |
| | 225.5 |
| | — |
| | — |
| | — |
|
| Private equity | | 142.6 |
| | 142.6 |
| | — |
| | — |
| | — |
|
| Hedge funds | | 283.9 |
| | 283.9 |
| | — |
| | — |
| | — |
|
| Real estate and other | | 96.5 |
| | 91.5 |
| | — |
| | 5.0 |
| | — |
|
| Total assets | | $ | 1,894.6 |
| | $ | 1,369.0 |
| | $ | 191.2 |
| | $ | 334.2 |
| | $ | 0.2 |
|
In order to conform with current year presentation, approximately $62 million was reclassified from private equity investments to floating rate debt for pension plan assets at December 31, 2016. In addition, approximately $99 million in floating rate debt securities previously classified as Level 3 was reclassified to net asset value (NAV) at December 31, 2016.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Investments in U.S. and International equities, and Fixed Income are predominantly held in common/collective trust funds and registered investment companies. TheseSome of these investments are publicly traded securities and are classified as Level 1, while others are public investment vehicles valued using the NAV provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. These investments are not classified in the fair value hierarchy. In addition, some fixed income instruments are investments in debt instruments that are valued using external pricing vendors and are classified within Level 2 of the fair value hierarchy.
Floating interest rate global debt instruments are both domestic and foreign and include first lien debt, second lien debt and structured finance obligations, among others. These instruments are valued using NAV and are not classified in the fair value hierarchy, or are publicly traded securities and are classified as Level 1.
Private equity investments include both Direct Funds and Fund-of-Funds. Direct Funds are investments in Limited Partnership (LP) interests. Fund-of-Funds are investments in private equity funds that invest in other private equity funds or LPs. Fair value of these investments is determined utilizing net asset values, and are not classified in the fair value hierarchy.
HedgeAlternative investments include hedge fund and real estate investments that are made as a limited partner in hedge funds managed by a general partner. Fair value of these investments is determined utilizing net asset values, and are not classified in the fair value hierarchy.
Real estate investments are made either (1) as a limited partner in a portfolio of properties managed by a general partner or (2) through a CIF that invests in a portfolio of real estate funds. Fair value of these investments is determined utilizing net asset values, and are not classified in the fair value hierarchy.
For certain investments which have formal financial valuations reported on a one-quarter lag, fair value is determined utilizing net asset values adjusted for subsequent cash flows, estimated financial performance and other significant events.
The fair value of Level 3 pension plan assets for theFor fiscal year ended December 31, 2017 was not material. Changes in the fair value of Level 3 pension plan assets for the year ended December 31, 2016 were as follows:
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | January 1, 2016 Balance | | Net Realized and Unrealized Gains (Losses) | | Net Purchases, Issuances and Settlements | | Net Transfers Into (Out Of) Level 3 | | December 31, 2016 Balance |
| Global debt securities and cash: | | | | | | | | | | |
| Fixed income and cash equivalents | | $ | 0.3 |
| | $ | — |
| | $ | (0.1 | ) | | $ | — |
| | $ | 0.2 |
|
| Floating rate debt | | 194.3 |
| | 4.8 |
| | (199.1 | ) | | — |
| | — |
|
| Total | | $ | 194.6 |
| | $ | 4.8 |
| | $ | (199.2 | ) | | $ | — |
| | $ | 0.2 |
|
For 2018,2024, the expected long-term rate of returnsreturn on defined benefit pension assets will be 7.75%is 5.80%. In developing the expected long-term rate of return assumptions, the Company evaluated input from its third party pension plan asset managers and actuaries, including reviews of their asset class return expectations and long-term inflation assumptions. TheAn expected long-term rate of return is based on expected asset allocations within ranges for each investment category and projected annual compound returns. The Company’s actual, weighted average returns on pension assets for the last five fiscal years have been 16.9%2.0% for 20172023, (14.5)% for 2022, 12.4% for 2021, 15.2% for 2020, and 15.1% for 2019.
The ATI Pension Plan (the Plan), 5.3%the Company’s remaining U.S. qualified defined benefit pension plan, continues to invest in a diversified portfolio consisting of an array of asset classes that attempts to maintain the Plan’s funded status while maximizing returns and minimizing volatility. These asset classes may include U.S. domestic equities, non-U.S. developed market equities, emerging market equities, hedge funds, private equity, traditional fixed income consisting of long government/credit and alternative credit, and real estate. The Company continually monitors the investment results of these asset classes and its fund managers, and explores other potential asset classes for 2016possible future investment.
The ability to redeem investments at year-end are based on the type of investment and the agreements with fund managers. Generally, the Company’s fixed income and equity investments are readily redeemable with limited restrictions. The ability to redeem investments in hedge funds can vary significantly. Managers may require longer notice periods and may limit the amount able to be redeemed in a period (e.g., (1.2)% for 2015, 6.5% for 2014, and 14.3% for 2013.month or quarter) to a percent of the overall investment. Investments in private equity are not redeemable at ATI’s option. Distributions are based on the sale of the underlying investments in the fund, subject to the terms in each fund agreement.
The target asset allocations for
pension plansATI Pension Plan for
2018,fiscal year 2024, by major investment category, are:
| | | | | | | | |
| | |
| Asset category | | Target asset allocation range |
Equity securities:Equities | | |
U. S. equities | | 18% - 40% |
International equities | | 10% - 30% |
Global debt securities and cash | | 15% - 40% |
Private equity | | 0% - 15% |
Hedge funds | | 10% - 20% |
Real estateFixed income and othercash equivalents | | 50% - 100% |
| Private equity and other | | 0% - 10%40% |
As of December 31, 2017,2023, the ATI Pension Plan hasCompany’s pension plan had outstanding commitments to invest up to $84$7 million in global debt securities $72and $33 million in private equity investments, $11 million in hedge funds and $10 million in real estate investments. These commitments are expected to be satisfied through the reallocation of pension trust assets while maintaining investments within the target asset allocation ranges.
At December 31, 2017, other postretirement benefit plan assets of $0.6 million are primarily invested in private equity investments, which are classified as Level 3 in the valuation hierarchy, as the valuations are substantially based upon unobservable information.
The Company contributes to several multiemployer defined benefit pension plans under collective bargaining agreements that cover certain of its union-represented employees. The risks of participating in such plans are different from the risks of single-employer plans, in the following respects:
| |
a. | Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. |
| |
b. | If a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. |
| |
c. | If the Company ceases to have an obligation to contribute to the multiemployer plan in which it had been a contributing employer, it may be required to pay to the plan an amount based on the underfunded status of the plan and on the history of the Company’s participation in the plan prior to the cessation of its obligation to contribute. The amount that an employer that has ceased to have an obligation to contribute to a multiemployer plan is required to pay to the plan is referred to as a withdrawal liability. |
a.Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
b.If a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
c.If the Company ceases to have an obligation to contribute to the multiemployer plan in which it had been a contributing employer, it may be required to pay to the plan an amount based on the underfunded status of the plan and on the history of the Company’s participation in the plan prior to the cessation of its obligation to contribute. The amount that an employer that has ceased to have an obligation to contribute to a multiemployer plan is required to pay to the plan is referred to as a withdrawal liability.
The Company’s participation in multiemployer plans for the fiscal years ended December 31, 2017, 20162023, January 1, 2023 and 2015January 2, 2022 is reported in the following table.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Pension
Protection Act
Zone Status (1) | | FIP / RP Status
Pending /
Implemented (2) | | in millions | | | | Expiration Dates
of Collective
Bargaining
Agreements |
| | | EIN / Pension
Plan Number | | | | Company Contributions | | Surcharge
Imposed (3) | |
| | | Fiscal Year | | | Fiscal Year | | |
| Pension Fund | | | 2023 | | 2022 | | | 2023 | | 2022 | | 2021 | | |
| Steelworkers Western Independent Shops Pension Plan | | 90-0169564
/ 001 | | Green | | Green | | N/A | | $ | 0.7 | | | $ | 0.1 | | | $ | 0.1 | | | No | | 2/28/2025 |
| Boilermakers-Blacksmiths National Pension Trust | | 48-6168020
/ 001 | | Red | | Green | | Yes | | 2.6 | | | 2.3 | | | 2.0 | | | No | | 9/30/2026 |
| IAM National Pension Fund | | 51-6031295
/ 002 | | Red | | Red | | Yes | | 1.9 | | | 1.9 | | | 1.9 | | | Yes | | Various between 2024-2028 (4) |
| Total contributions | | | | | | | | | | $ | 5.2 | | | $ | 4.3 | | | $ | 4.0 | | | | | |
(1)The Company’s contributionsmost recent Pension Protection Act Zone Status is based on information provided to ATI and other participating employers by each plan, as certified by the Steelworkers Western Independent Shopsplan’s actuary. A plan in the “deep red” zone had been determined to be in “critical and declining status”, based on criteria established by the Internal Revenue Code (Code), and is in critical status (as defined by the “red” zone) and is projected to become insolvent (run out of money to pay benefits) within 15 years (or within 20 years if a special rule applies). A plan in the “red” zone had been determined to be in “critical status”, based on criteria established by the Code, and is generally less than 65% funded. A plan in the “yellow” zone has been determined to be in “endangered status”, based on criteria established under the Code, and is generally less than 80% funded. A plan in the “green” zone has been determined to be neither in “critical status” nor in “endangered status”, and is generally at least 80% funded. Additionally, a plan may voluntarily place itself into a rehabilitation plan.
In April 2019, the Company received notification from the IAM National Pension Plan exceed 5% of this plan’s total contributionsFund (IAM Fund) that its’ actuary certified the IAM Fund as “endangered status” for the plan year ended September 30, 2016, which isbeginning January 1, 2019, and that the most recent information availableIAM Fund was voluntarily placing itself in “red” zone status and implementing a rehabilitation plan. In April 2020, 2021, 2022, and 2023 the Company received notification from the IAM Fund that it was certified by its actuary as being in “red” zone status for the plan years beginning January 1, 2020, 2021 and 2022. A contribution surcharge was imposed as of June 1, 2019 in addition to the contribution rate specified in the applicable collective bargaining agreements. The contribution surcharge remains in effect, and ends when an employer begins contributing under a collective bargaining agreement that includes terms consistent with the rehabilitation plan.
In April 2019, the Company received notifications from the Boilermakers-Blacksmiths National Pension Trust (Blacksmiths Trust) that it was certified by its actuary as being in “red” zone status for the plan year beginning January 1, 2019. A rehabilitation plan was adopted for the Blacksmiths Trust, and the Company and the Blacksmiths union agreed to adopt the rehabilitation plan in 2019 prior to a contribution surcharge being imposed. In April 2020 and 2021, the funding status improved for the Blacksmiths Trust as it was certified by its actuary as being in the “yellow” zone for the plan years beginning January 1, 2020 and 2021. In April 2022, the funding status further improved to being in the “green” zone for the plan year beginning January 1, 2022. In April 2023, the Blacksmiths Trust was certified by its actuary as being in “red” zone status for the plan years beginning January 1, 2023. A rehabilitation plan has been adopted for the Blacksmiths Trust, and the Company and the Blacksmiths union agreed to adopt the rehabilitation plan in 2023 prior to a contribution surcharge being imposed.
(2)The “FIP / RP Status Pending / Implemented” column indicates whether a Funding Improvement Plan, Administrator.as required under the Code by plans in the “yellow” zone, or a Rehabilitation Plan, as required under the Code to be adopted by plans in the “red” or “deep red” zones, is pending or has been implemented as of the end of the plan year that ended in 2023.
(3)The “Surcharge Imposed” column indicates whether ATI’s contribution rate for 2023 included an amount in addition to the contribution rate specified in the applicable collective bargaining agreement, as imposed by a plan in “critical status” or “critical and declining status”, in accordance with the requirements of the Code.
(4)The Company is party to five separate bargaining agreements that require contributions to this plan. Expiration dates of these collective bargaining agreements range between April 26, 2024 and July 14, 2028.
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Pension Protection Act Zone Status (1) | | FIP / RP Status Pending / Implemented (2) | | in millions | | | | Expiration Dates of Collective Bargaining Agreements |
| | | EIN / Pension Plan Number | | | | Company Contributions | | Surcharge Imposed (3) | |
| Pension Fund | | | 2017 | | 2016 | | | 2017 | | 2016 | | 2015 | | |
| Steelworkers Western Independent Shops Pension Plan | | 90-0169564 / 001 | | Green | | Green | | N/A | | $ | 0.6 |
| | $ | 1.2 |
| | $ | 0.7 |
| | No | | 2/29/2020 |
| Boilermakers-Blacksmiths National Pension Trust | | 48-6168020 / 001 | | Yellow | | Yellow | | Yes | | 2.2 |
| | 1.8 |
| | 1.8 |
| | No | | 9/30/2026 |
| IAM National Pension Fund | | 51-6031295 / 002 | | Green | | Green | | N/A | | 1.7 |
| | 1.6 |
| | 1.5 |
| | No | | Various between 2018-2022 (4) |
| Total contributions | | | | | | | | | | $ | 4.5 |
| | $ | 4.6 |
| | $ | 4.0 |
| | | | |
| |
(1) | The most recent Pension Protection Act Zone Status available for ATI’s fiscal years 2017 and 2016 is for plan years ending in calendar years 2016 and 2015, respectively. The zone status is based on information provided to ATI and other participating employers by each plan and is certified by the plan’s actuary. A plan in the “red” zone had been determined to be in “critical status”, based on criteria established by the Code, and is generally less than 65% funded. A plan in the “yellow” zone has been determined to be in “endangered status”, based on criteria established under the Code, and is generally less than 80% funded. A plan in the “green” zone has been determined to be neither in “critical status” nor in “endangered status”, and is generally at least 80% funded.
|
| |
(2) | The “FIP / RP Status Pending / Implemented” column indicates whether a Funding Improvement Plan, as required under the Code by plans in the “yellow” zone, or a Rehabilitation Plan, as required under the Code to be adopted by plans in the “red” zone, is pending or has been implemented as of the end of the plan year that ended in 2017.
|
| |
(3) | The “Surcharge Imposed” column indicates whether ATI’s contribution rate for 2017 included an amount in addition to the contribution rate specified in the applicable collective bargaining agreement, as imposed by a plan in “critical status”, in accordance with the requirements of the Code.
|
| |
(4) | The Company is party to five separate bargaining agreements that require contributions to this plan. Expiration dates of these collective bargaining agreements range between April 22, 2018 and February 27, 2022. |
Note 12.15. Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) (AOCI)AOCI by component, net of tax, for the fiscal years ended December 31, 2017, 20162023, January 1, 2023 and 2015January 2, 2022 were as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Post-
retirement
benefit plans Revised | | Currency
translation
adjustment | | Derivatives | | | Deferred Tax Asset Valuation Allowance Revised | | Total Revised | | |
| Balance, January 3, 2021 | $ | (1,119.9) | | | $ | (55.5) | | | $ | 2.1 | | | $ | (50.3) | | | $ | (1,223.6) | | | |
| Cumulative effect of change in accounting principle | (a) | 1,030.3 | | | | — | | | | — | | | (a) | 42.9 | | | 1,073.2 | | | |
| OCI before reclassifications | | 6.6 | | | | (9.4) | | | | 11.7 | | | | — | | | 8.9 | | | |
| Amounts reclassified from AOCI | (b) | (3.6) | | | (c) | — | | | (e) | (8.7) | | | (f) | 12.5 | | | 0.2 | | | |
| Net current-period OCI | | 1,033.3 | | | | (9.4) | | | | 3.0 | | | | 55.4 | | | 1,082.3 | | | |
| Balance, January 2, 2022 | | (86.6) | | | | (64.9) | | | | 5.1 | | | | 5.1 | | | (141.3) | | | |
| OCI before reclassifications | | 41.3 | | | | (25.2) | | | | 41.0 | | | | — | | | 57.1 | | | |
| Amounts reclassified from AOCI | (b) | 10.6 | | | (d) | 20.0 | | | (e) | (32.6) | | | (f) | 18.8 | | | 16.8 | | | |
| Net current-period OCI | | 51.9 | | | | (5.2) | | | | 8.4 | | | | 18.8 | | | 73.9 | | | |
| Balance, January 1, 2023 | | (34.7) | | | | (70.1) | | | | 13.5 | | | | 23.9 | | | (67.4) | | | |
| OCI before reclassifications | | (2.9) | | | 1.7 | | | | (21.8) | | | | — | | | (23.0) | | | |
| Amounts reclassified from AOCI | (b) | 5.1 | | | (c) | — | | | (e) | 1.9 | | | (f) | 0.2 | | | 7.2 | | | |
| Net current-period OCI | | 2.2 | | | | 1.7 | | | | (19.9) | | | | 0.2 | | | (15.8) | | | |
| Balance, December 31, 2023 | $ | (32.5) | | | $ | (68.4) | | | $ | (6.4) | | | $ | 24.1 | | | $ | (83.2) | | | |
| | | | | | | | | | | | | | | |
| Attributable to noncontrolling interests: | | | | | | | | | | | | | | | |
| Balance, January 3, 2021 | $ | — | | | $ | 21.2 | | | $ | — | | | $ | — | | | $ | 21.2 | | | |
| OCI before reclassifications | | — | | | | 4.8 | | | | — | | | | — | | | 4.8 | | | |
| Amounts reclassified from AOCI | | — | | | (c) | — | | | | — | | | | — | | | — | | | |
| Net current-period OCI | | — | | | | 4.8 | | | | — | | | | — | | | 4.8 | | | |
| Balance, January 2, 2022 | | — | | | | 26.0 | | | | — | | | | — | | | 26.0 | | | |
| OCI before reclassifications | | — | | | | (18.3) | | | | — | | | | — | | | (18.3) | | | |
| Amounts reclassified from AOCI | | — | | | (c) | — | | | | — | | | | — | | | — | | | |
| Net current-period OCI | | — | | | | (18.3) | | | | — | | | | — | | | (18.3) | | | |
| Balance, January 1, 2023 | | — | | | | 7.7 | | | | — | | | | — | | | 7.7 | | | |
| OCI before reclassifications | | — | | | | (0.4) | | | | — | | | | — | | | (0.4) | | | |
| Amounts reclassified from AOCI | | — | | | (c) | — | | | | — | | | | — | | | — | | | |
| Net current-period OCI | | — | | | | (0.4) | | | | — | | | | — | | | (0.4) | | | |
| Balance, December 31, 2023 | $ | — | | | $ | 7.3 | | | $ | — | | | $ | — | | | $ | 7.3 | | | |
(a)In the fourth quarter of fiscal year 2023, the Company voluntarily changed its method of accounting for recognizing actuarial gains and losses for our defined benefit pension plans. See Note 1 for amounts recognized related to this change. The information within this Note has been revised to reflect the change in accounting principle for current and prior periods.
(b)Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 14) and/or loss on asset sales and sales of businesses, net, as part of the loss on sale of the Sheffield, UK operations (see Note 6).
(c)No amounts were reclassified to earnings.
(d)Amounts were included in loss on asset sales and sales of businesses, net, as part of the loss on sale of the Sheffield, UK operations (see Note 6).
(e)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 12).
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Post- retirement benefit plans | | Currency translation adjustment | | Unrealized holding gains on securities | | Derivatives | | | Deferred Tax Asset Valuation Allowance | | Total |
| Attributable to ATI: | | | | | | | | | | | | | | | | |
| Balance, December 31, 2014 | $ | (931.5 | ) | | $ | (16.2 | ) | | $ | — |
| | $ | 16.3 |
| | $ | — |
| | $ | (931.4 | ) |
| OCI before reclassifications | | (69.6 | ) | | | (31.4 | ) | | | — |
| | | (20.7 | ) | | | — |
| | (121.7 | ) |
| Amounts reclassified from AOCI | (a) | 49.9 |
| | (b) | — |
| | (b) | — |
| | (c) | (11.3 | ) | | | — |
| | 38.6 |
|
| Net current-period OCI | | (19.7 | ) | | | (31.4 | ) | | | — |
| | | (32.0 | ) | | | — |
| | (83.1 | ) |
| Balance, December 31, 2015 | | (951.2 | ) | | | (47.6 | ) | | | — |
| | | (15.7 | ) | | | — |
| | (1,014.5 | ) |
| OCI before reclassifications | | (60.6 | ) | | | (37.4 | ) | | | — |
| | | 13.2 |
| | | (45.6 | ) | | (130.4 | ) |
| Amounts reclassified from AOCI | (a) | 46.3 |
| | (b) | — |
| | (b) | — |
| | (c) | 4.9 |
| | | — |
| | 51.2 |
|
| Net current-period OCI | | (14.3 | ) | | | (37.4 | ) | | | — |
| | | 18.1 |
| | | (45.6 | ) | | (79.2 | ) |
| Balance, December 31, 2016 | | (965.5 | ) | | | (85.0 | ) | | | — |
| | | 2.4 |
| | | (45.6 | ) | | (1,093.7 | ) |
| OCI before reclassifications | | (32.5 | ) | | | 31.5 |
| | | — |
| | | 11.1 |
| | | — |
| | 10.1 |
|
| Amounts reclassified from AOCI | (a) | 43.5 |
| | (b) | — |
| | (b) | — |
| | (c) | (4.5 | ) | | | 16.8 |
| | 55.8 |
|
| Net current-period OCI | | 11.0 |
| | | 31.5 |
| | | — |
| | | 6.6 |
| | | 16.8 |
| | 65.9 |
|
| Balance, December 31, 2017 | $ | (954.5 | ) | | $ | (53.5 | ) | | $ | — |
| | $ | 9.0 |
| | $ | (28.8 | ) | | $ | (1,027.8 | ) |
| Attributable to noncontrolling interests: | | | | | | | | | | | | | | | | |
| Balance, December 31, 2014 | $ | — |
| | $ | 25.0 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 25.0 |
|
| OCI before reclassifications | | — |
| | | (5.6 | ) | | | — |
| | | — |
| | | — |
| | (5.6 | ) |
| Amounts reclassified from AOCI | | — |
| | (b) | — |
| | | — |
| | | — |
| | | — |
| | — |
|
| Net current-period OCI | | — |
| | | (5.6 | ) | | | — |
| | | — |
| | | — |
| | (5.6 | ) |
| Balance, December 31, 2015 | | — |
| | | 19.4 |
| | | — |
| | | — |
| | | — |
| | 19.4 |
|
| OCI before reclassifications | | — |
| | | (9.7 | ) | | | — |
| | | — |
| | | — |
| | (9.7 | ) |
| Amounts reclassified from AOCI | | — |
| | (b) | — |
| | | — |
| | | — |
| | | — |
| | — |
|
| Net current-period OCI | | — |
| | | (9.7 | ) | | | — |
| | | — |
| | | — |
| | (9.7 | ) |
| Balance, December 31, 2016 | | — |
| | | 9.7 |
| | | — |
| | | — |
| | | — |
| | 9.7 |
|
| OCI before reclassifications | | — |
| | | 7.6 |
| | | — |
| | | — |
| | | — |
| | 7.6 |
|
| Amounts reclassified from AOCI | | — |
| | (b) | — |
| | | — |
| | | — |
| | | — |
| | — |
|
| Net current-period OCI | | — |
| | | 7.6 |
| | | — |
| | | — |
| | | — |
| | 7.6 |
|
| Balance, December 31, 2017 | $ | — |
| | $ | 17.3 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 17.3 |
|
| |
(a) | Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 11). |
| |
(b) | No amounts were reclassified to earnings. |
| |
(c) | Amounts related to the effective portion of the derivatives are included in cost of goods sold in the period or periods the hedged item affects earnings. Amounts related to the ineffective portion of the derivatives are presented in selling and administrative expenses on the consolidated statements of operations (see Note 9). |
Other comprehensive income (loss) amounts (OCI) reported above by category are net of applicable income tax expense (benefit) for each year presented. Income tax expense (benefit) on OCI items is recorded as a change in a deferred tax asset or liability. Amounts recognized in OCI in 2016 and 2017 include the impact of any deferred tax asset valuation allowances, (see Note 14 for further explanation), primarily relating to remeasurement of the Company’s postretirement benefit plans.when applicable. Foreign currency translation adjustments, including those pertaining to noncontrolling interests, are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.
Reclassifications out of AOCI for the fiscal years ended December 31, 2017, 20162023, January 1, 2023 and 2015January 2, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Amount reclassified from AOCI (d) | | | |
| | Fiscal year ended | | | |
Details about AOCI Components (In millions) | | December 31, 2023 | | | | January 1, 2023 | | January 2, 2022 | | | Affected line item in the
consolidated statement of operations |
| Postretirement benefit plans Revised | | | | | | | | | | | |
| Prior service credit | | $ | 0.6 | | | (a) | | $ | 0.5 | | (a) | $ | 1.8 | | (a) | | |
| Actuarial losses | | (6.0) | | | (a) | | (13.2) | | (a) | (13.9) | | (a) | | |
| Settlement gain (loss) | | (1.1) | | | (a) | | (0.7) | | (b) | 21.9 | | (a) | | |
| | (6.5) | | | (d) | | (13.4) | | (d) | 9.8 | | (d) | | Total before tax |
| | (1.4) | | | | | (2.8) | | | 6.2 | | | | Tax provision (benefit) (e) |
| | $ | (5.1) | | | | | $ | (10.6) | | | $ | 3.6 | | | | Net of tax |
| | | | | | | | | | | |
| Currency translation adjustment | | — | | | (d) | | (20.0) | | (b,d) | — | | (d) | | |
| | | | | | | | | | | |
| Derivatives | | | | | | | | | | | |
| Nickel and other raw material contracts | | $ | 3.3 | | | (c) | | $ | 26.9 | | (c) | $ | 7.1 | | (c) | | |
| Natural gas contracts | | (7.5) | | | (c) | | 15.1 | | (c) | 5.3 | | (c) | | |
| Foreign exchange contracts | | 0.3 | | | (c) | | 0.9 | | (c) | 0.1 | | (c) | | |
| Interest rate swap | | 1.4 | | | (c) | | (0.1) | | (c) | (1.1) | | (c) | | |
| | (2.5) | | | (d) | | 42.8 | | (d) | 11.4 | | (d) | | Total before tax |
| | (0.6) | | | | | 10.2 | | | 2.7 | | | | Tax provision (benefit) (e) |
| | $ | (1.9) | | | | | $ | 32.6 | | | $ | 8.7 | | | | Net of tax |
| | | | | | | | | | | |
(a)Amounts are included in nonoperating retirement benefit expense (see Note 14).
(b)Amounts in fiscal year 2022 were included in loss on asset sales and sales of businesses, net, as part of the loss on sale of the Sheffield, UK operations (see Note 6).
(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 ABL Term Loan is recognized in earnings (see Note 12).
(d)For pretax items, positive amounts are income and negative amounts are expense in terms of the impact to net income. Tax effects are presented in conformity with ATI’s presentation in the consolidated statements of operations.
(e)These amounts exclude the impact of any deferred tax asset valuation allowances, when applicable, including recognition of stranded balances (see Note 17 for further explanation).
|
| | | | | | | | | | | | | | | | | |
| | | Amount reclassified from AOCI (c) | | | |
| | | Fiscal year ended | | | |
Details about AOCI Components (In millions) | | December 31, 2017 | | | | December 31, 2016 | | December 31, 2015 | | | Affected line item in the consolidated statement of operations |
| Postretirement benefit plans | | |
| | | | | | | | | |
| Prior service credit (cost) | | $ | 1.6 |
| | (a) | | $ | 0.4 |
| (a) | $ | (6.2 | ) | (a) | | |
| Actuarial losses | | (71.6 | ) | | (a) | | (75.0 | ) | (a) | (75.0 | ) | (a) | | |
| | | (70.0 | ) | | (c) | | (74.6 | ) | (c) | (81.2 | ) | (c) | | Total before tax |
| | | (26.5 | ) | | | | (28.3 | ) | | (31.3 | ) | | | Tax benefit (d) |
| | | $ | (43.5 | ) | | | | $ | (46.3 | ) | | $ | (49.9 | ) | | | Net of tax |
| | | | | | | | | | | | |
| Derivatives | | | | | | | | | | | |
| Nickel and other raw material contracts | | $ | (3.4 | ) | | (b) | | $ | (19.5 | ) | (b) | $ | (16.9 | ) | (b) | | |
| Natural gas contracts | | (5.3 | ) | | (b) | | (14.8 | ) | (b) | (18.2 | ) | (b) | | |
| Electricity contracts | | — |
| | (b) | | — |
| (b) | (0.2 | ) | (b) | | |
| Foreign exchange contracts | | 15.9 |
| | (b) | | 26.4 |
| (b) | 53.5 |
| (b) | | |
| | | 7.2 |
| | (c) | | (7.9 | ) | (c) | 18.2 |
| (c) | | Total before tax |
| | | 2.7 |
| | | | (3.0 | ) | | 6.9 |
| | | Tax provision (benefit) (d) |
| | | $ | 4.5 |
| | | | $ | (4.9 | ) | | $ | 11.3 |
| | | Net of tax |
| | | | | | | | | | | | |
| |
(a) | Amounts are included in the computation of pension and other postretirement benefit expense, which is reported in both cost of goods sold and selling and administrative expenses. For additional information, see Note 11. |
| |
(b) | Amounts related to the effective portion of the derivatives are included in cost of goods sold in the period or periods the hedged item affects earnings. Amounts related to the ineffective portion of the derivatives are presented in selling and administrative expenses on the consolidated statements of operations (see Note 9). |
| |
(c) | For pretax 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 (see Note 14 for further explanation). |
Note 13.16. Stockholders’ Equity
Preferred Stock
Authorized preferred stock may be issued in one or more series, with designations, powers and preferences as shall be designated by the Board of Directors. At December 31, 2017,2023, there were no shares of preferred stock issued.
Common StockDividends
On November 7, 2017,Under the ABL facility, there is no limit on dividend declarations or payments provided that the undrawn availability, after giving effect to a particular dividend payment, is at least the greater of $120 million and 20% of the total facility size, after giving effect to any repayment of term loans, and no event of default under the ABL facility has occurred and is continuing or would result from paying the dividend. In addition, there is no limit on dividend declarations or payments if the undrawn availability is less than the greater of $120 million and 20% of the total facility size, after giving effect to any repayment of term loans, but more than the greater of $75 million and 12.5% of the total facility size, after giving effect to any repayment of term loans, if (i) no event of default has occurred and is continuing or would result from paying the dividend, (ii) the Company issued 17demonstrates to the administrative agent that, prior to and after giving effect to the payment of the dividend (A) the undrawn availability, as measured both at the time of the dividend payment and as an average for the 60 consecutive day period immediately preceding the dividend payment, is at least the greater of $75 million sharesand 12.5% of common stock at $24.00 per share before expenses in an underwritten registered public offering. This equity offering resulted in proceeds, netthe total facility size, after giving effect to any repayment of transaction costs, of $397.8 million. In December 2017,term loans, and (B) the Company usedmaintains a fixed charge coverage ratio of at least 1.00:1.00, as calculated in accordance with the proceeds from the equity offering to redeem allterms of the 2019 Notes (see Note 8).ABL facility.
Share-based Compensation
During 2007,In May 2022, the Company adoptedCompany’s stockholders approved the Allegheny Technologies Incorporated 2007ATI Inc. 2022 Incentive Plan (the “2007 Incentive Plan”), which was amended and restated in 2010 and further amended in 2012, and in 2015, the Company adopted the Allegheny Technologies Incorporated 2015 Incentive Plan (the “2015“2022 Incentive Plan”). In May 2017, the Company adopted the Allegheny Technologies Incorporated 2017 Incentive Plan (the “2017 Incentive Plan”).
UponFollowing adoption, of the 2017 Incentive Plan, all new share-based compensation awards are being made under the 20172022 Incentive Plan. Shares previously remaining available for grant under the 2015 Incentive Plan,prior incentive plans, or which become available for award due to the forfeiture or cancellation of prior awards under the 2015 Incentive Plan,those prior plans, are available for award under the 2017 Incentive Plan. Shares that are subject to awards under the 2007 Incentive Plan that are canceled or forfeited do not become available for use under the 20172022 Incentive Plan. Outstanding grants previously made under the 2015 Incentive Plan or the 2007 Incentive Planprior incentive plans remain in effect in accordance with their terms and the terms of their respective Plan.relevant terms.
Awards earned under the Company’s share-based incentive compensation programs are generally paid with shares held in treasury if sufficientor newly issued shares depending on the level of treasury shares are held, and any additional required share payments are made with newly issued shares.held. At December 31, 2017, 5.62023, 5.4 million shares of common stock were available for future awards under the 20172022 Incentive Plan. The general terms of each arrangement granted under the 2007 Incentive Plan, the 2015 Incentive Plan or the 20172022 Incentive Plan, and predecessor plans, the method of estimating fair value for each arrangement, and award activity is reported below.
Beginning in 2016, the Company implemented a newThe Company’s share-based incentive compensation program the Long-Term Incentive Plan (LTIP). The LTIP consists of both service-based and performance/market-based awards. These awards convey participants the right to receive shares of ATI common stock if the service conditions, and performance or market requirements, of the awards are attained.
Service-based awards:
Restricted Share Units (RSU) and Performance Share Units (PSU).
For years prior to 2016, the Company’s two principal share-based incentive compensation programs were the Performance/Restricted Stock Program (PRSP) of nonvested stock awards and the Long-Term Performance Plan (LTPP). The LTPP was adopted in 2014 and included performance shares under the Total Shareholder Return (TSR) portion and nonvested stock awards under the Long-Term Shareholder Value (LTSV) portion.
Nonvested stock awards/units:
Restricted Share Units:In 2016 and 2017, awards of RSUs were granted to employees, with service conditions. RSUsshare units (RSUs) are rights to receive shares of Company stock when the award vests. The RSUs generally vest over three years based on employment service, with one-third of the award vesting on each of the first, second and third anniversaries of the grant date. RSU awards to non-employee directors vest in one year. No dividends are accumulated or paid on the RSUs. The fair value of the RSU award is measured based on the stock price at the grant date. In 2016 and 2017, 587,661 and 320,679 RSUs, respectively, were awarded to employees under the LTIP. In February 2017, one-third of the 2016 RSU award vested, comprising 190,421 shares.
Nonvested stock awards: Prior to 2016, awards of nonvested stock were granted to employees under the PRSP, with either performance and/or service conditions. Awards of nonvested stock are also granted to non-employee directors, with service conditions. For nonvested stock awards, dividend equivalents, whether in stock or cash form, accumulate but are not paid until the underlying award vests.
LTSV awards vest at the end of a three-year measurement period subject to the achievement, in whole or in part, of specified operational goals. At December 31, 2017, 60% of the operational goals for the 2015 LTSV were attained and 122,882 shares vested. All of the operational goals for the 2014 LTSV award were attained at December 31, 2016, and 116,989 shares vested.
The fair value of nonvested stock awards is measured based on the stock price at the grant date, adjusted for non-participating dividends, as applicable, based on the current dividend rate. For nonvested stock awards to employees in 2012, 2013, 2014 and 2015 under the Company’s PRSP, one-half of the nonvested stock (“performance shares”) vests only on the attainment of an income target, measured cumulatively over a three-year period. The remaining nonvested stock awarded to most employees under the 2015 PRSP vests over a service period of three years; for certain senior executives this service period is five years for the 2015 award. The remaining PRSP nonvested stock awarded to employees under the 2012, 2013 and 2014 vests over a service period of five years, with accelerated vesting to three years if the performance shares’ vesting criterion is attained. Expense for each of these awards is recognized based on estimates of attaining the performance criterion, including estimated forfeitures. The three-year cumulative income statement metrics for the 2012, 2013, 2014 and 2015 PRSP awards were not met, and performance share forfeitures were 171,083 shares, 244,899 shares, 214,571 shares, and 196,196 shares, respectively. The remaining service portion of the 2012 PRSP, comprising of 166,929 shares, vested in February 2017. The remaining service portion of the 2015 PRSP for all employees except certain senior executives, comprising of 126,585 shares, vested at December 31, 2017. Vesting of the remaining service portion of the 2013 and 2014 PRSP awards and the 2015 PRSP awards for certain senior executives continues over the five-year service periods through February 2018, 2019, and 2020, respectively.
Compensation expense related to all nonvested stockRSU awards and units was $9.8$14.5 million in 2017, $11.2fiscal year 2023, $13.4 million in 2016,fiscal year 2022, and $5.5$14.3 million in 2015. Reduced compensation expense in 2015 is primarily the result of changes in estimates that PRSP award performance shares would vest.fiscal year 2021. Approximately $7.3$8.7 million of unrecognized fair value compensation expense relating to nonvested stock awards and restricted stock units is expected to be recognized through 2020, including $4.6fiscal year 2026, with $6.6 million expected to be recognized in 2018, based on estimatedfiscal year 2024, including estimates of service period forfeitures. Activity under the Company’s nonvested stockRSU awards and restricted share units for the fiscal years ended December 31, 2017, 2016,2023, January 1, 2023, and 2015January 2, 2022 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (Shares in thousands, $ in millions) | | 2023 | | 2022 | | 2021 |
| | | Number of
shares/units | | Weighted
Average
Grant Date
Fair Value | | Number of
shares/units | | Weighted
Average Grant
Date Fair
Value | | Number of
shares | | Weighted
Average Grant
Date Fair
Value |
| Nonvested, beginning of fiscal year | | 1,479 | | | $ | 26.0 | | | 1,409 | | | $ | 25.6 | | | 929 | | | $ | 17.9 | |
| Granted | | 512 | | | 16.0 | | | 831 | | | 14.8 | | | 1,033 | | | 17.5 | |
| Vested | | (729) | | | (13.1) | | | (634) | | | (12.3) | | | (505) | | | (8.9) | |
| Forfeited | | (42) | | | (0.9) | | | (127) | | | (2.1) | | | (48) | | | (0.9) | |
| Nonvested, end of fiscal year | | 1,220 | | | $ | 28.0 | | | 1,479 | | | $ | 26.0 | | | 1,409 | | | $ | 25.6 | |
|
| | | | | | | | | | | | | | | | | | | | | |
| (Shares in thousands, $ in millions) | | 2017 | | 2016 | | 2015 |
| | | Number of shares/units | | Weighted Average Grant Date Fair Value | | Number of shares/units | | Weighted Average Grant Date Fair Value | | Number of shares | | Weighted Average Grant Date Fair Value |
| Nonvested, beginning of year | | 1,852 |
| | $ | 51.5 |
| | 1,652 |
| | $ | 57.0 |
| | 1,376 |
| | $ | 47.8 |
|
| Granted | | 378 |
| | 7.1 |
| | 682 |
| | 8.4 |
| | 669 |
| | 20.8 |
|
| Vested | | (640 | ) | | (18.4 | ) | | (154 | ) | | (4.3 | ) | | (23 | ) | | (0.8 | ) |
| Forfeited | | (270 | ) | | (7.7 | ) | | (328 | ) | | (9.6 | ) | | (370 | ) | | (10.8 | ) |
| Nonvested, end of year | | 1,320 |
| | $ | 32.5 |
| | 1,852 |
| | $ | 51.5 |
| | 1,652 |
| | $ | 57.0 |
|
Performance awards:
Performance Share Units: In 2016, theThe Company established the PSU award.awarded performance share units (PSUs) with performance requirements through fiscal year 2020. These PSU award opportunities, arethe last of which vested at the conclusion of its applicable three-year performance period on January 1, 2023, were determined at a target number of shares,units, and the number of shares awarded iswas based on attainment of two ATI financial performance metrics. PSU awards through fiscal year 2020 are accounted for as performance condition plans with service vesting requirements, with compensation expense during the performance period recognized based on estimates of attaining the performance criteria, including estimated forfeitures. The metrics measuringfor PSU awards granted in fiscal years 2019 and 2020 measured (1) net income attributable to ATI and (2) return on invested capital employed, over a three-year performance period with a threshold attainment of 25% and a maximum attainment of 200% of the target financial performance metrics and target share units, measured over the applicable three-year performance period. For certain senior executives, the number of PSUs to be awarded based on the performance criteria iswas modified up or down by up to 20% based on the Company’s relative total shareholder return (TSR) over the performance measurement period (“TSR Modifier”), but not above the maximum number of PSUs to be vested. The TSR Modifier is measured as the return of the Company’s stock price (including assumed dividend reinvestment, if any) at the end of the performance period as compared to the stock prices (including assumed dividend reinvestment, if any) of a group of industry peers. The fair value of the PSU award iswas measured based on the stock price at the grant date, including the effect of the TSR Modifier. The fair value of the TSR Modifier is estimatedwas determined by using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over a three-year time horizon matching the TSR performance measurement period. Expense recognition varied with the level of performance achieved.
In 2016 and 2017, theMarket condition awards:
The Company awarded 936,558PSUs with market requirements in fiscal years 2021, 2022 and 589,612 share units, respectively, at the target level. The 2016 and 2017 PSU performance, and share units, each have a threshold attainment of 25% and a maximum attainment of 150% of the target financial performance metrics and target share units, measured over the applicable three-year performance period. At December 31, 2017, a maximum of 2.2 million shares have been reserved for issuance for the PSU awards, to the 150% attainment level. Aggregate compensation expense recognized over the three year performance periods for the 2016 and 2017 PSU awards could range from zero to $33.3 million, including estimated forfeitures, based on the actual financial performance attained. Compensation expense for the PSUs during the performance period is recognized based on estimates of attaining the performance criteria, including estimated forfeitures, which is evaluated on a quarterly basis. The Company recognized $1.9 million and $3.8 million of compensation expense in 2016 and 2017, respectively, for the PSU awards. As of December 31, 2017, ATI estimates achieving financial performance attainment for the 20162023. These PSU award between the threshold and target levels, and approximately at the target level for the 2017 PSU award. Based on these estimates, there is $8.8 million of cumulative unrecognized compensation expense remaining for the PSU awards, including estimated forfeitures, which is expected to be recognized over the remaining performance periods through fiscal year 2019, including $4.9 million expected to be recognized in 2018. Activity under the Company’s PSUs at target for the years ended December 31, 2017 and 2016 was as follows:
|
| | | | | | | | | | | | | | |
| (Shares in thousands, $ in millions) | | 2017 | | 2016 |
| | | Number of shares/units | | Weighted Average Grant Date Fair Value | | Number of shares/units | | Weighted Average Grant Date Fair Value |
| Nonvested, beginning of year | | 919 |
| | $ | 11.3 |
| | — |
| | $ | — |
|
| Granted | | 590 |
| | 12.4 |
| | 937 |
| | 11.5 |
|
| Forfeited | | (68 | ) | | (1.0 | ) | | (18 | ) | | (0.2 | ) |
| Nonvested, end of year | | 1,441 |
| | $ | 22.7 |
| | 919 |
| | $ | 11.3 |
|
Total Shareholder Return: Award opportunities under the TSR portion of the formerly-used LTPP incentive compensation program are determined at a target number of share units, and the number of shares and performance equity awards pay outawarded is based on TSR, representing the measured return of the Company’s stock price and(including assumed dividend performancereinvestment, if any) at the end of three-year periodsthe three year period as compared to the stock price andprices (including assumed dividend performancereinvestment, if any) of a group of industry peers. The fiscal year 2021, 2022 and 2023 PSU awards are accounted for as a market condition plan with service vesting requirements, with expense recognized over the service period without regard to the level of TSR attainment or shares awarded. The actual number of shares awarded at the end of the performance measurement period may range from a minimum of zero to a maximum of two times target. Fair valuesFor the fiscal year 2021 and 2022 awards, TSR is determined over eight distinct quarterly periods as measured from January 1 of the grant year of the award through the end of each quarterly period starting with the first quarter ending in the second year following the grant of the award. For the 2023 awards, TSR is determined over four distinct quarterly periods as measured from January 1 of the grant year of the award through the end of each quarterly period starting with the first quarter ending in the third year following the grant of the award; earned payouts from each TSR measurement period are averaged to determine the final payout at the conclusion of the three-year period. The fair value for these performance awards were estimatedthis award was determined by using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over the three-year time horizonshorizon matching the total shareholderTSR measurement period.
In fiscal year 2022, the Company awarded a new one-time grant of PSUs with market requirements, called the Breakout Performance Award (BPA). In fiscal year 2023, 46,046 additional share units under the fiscal year 2022 BPA were awarded to new members of senior management and 4,807 shares were issued due to retirement vesting. The BPA has a target number of
share units, and the number of shares awarded is based on the absolute return performance measurement periods. Compensation expense was $3.6 million in 2017, $6.6 million in 2016, and $10.6 million in 2015 for the TSR awards.
Based on the Company’s stock priceduring a four-year measurement period. The service vesting requirements of the BPA award are four years for one half of the award and dividend performancefive years for the three-year period ended December 31, 2017 relativeremaining half. The BPA award is accounted for as a market condition plan with service vesting requirements, with expense recognized over the service periods without regard to the peer group, nolevel of absolute return attainment or shares awarded. The actual number of BPA shares awarded at the end of the measurement period may range from a minimum of zero to a maximum of three times target. The fair value for this award forwas determined by using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over the 2015-2017 TSRP performance period was earned. four-year time horizon matching the BPA measurement period.
At December 31, 2017, there are no remaining2023, a maximum of 4.8 million shares have been reserved for issuance for all PSU awards. The Company recognized $14.6 million, $12.6 million and $6.8 million of compensation expense in fiscal years 2023, 2022 and 2021, respectively, for all PSU awards. Forfeited share units in fiscal years 2023, 2022 and 2021 were 19,863, 159,298, and 71,801, respectively, with a weighted average grant date fair value of $0.5 million, $3.4 million, and $1.7 million, respectively.
The fair value of each PSU award, the target share units awarded and projected future compensation expense to be recognized for these awards, including actual and estimated forfeitures at December 31, 2023 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Shares in thousands, $ in millions) | | | | | | | | |
| PSU Award Performance Period | | Award Fair Value | | December 31, 2023 Unrecognized Compensation Expense | | Compensation Expense Expected to be Recognized in the next 12 months | | Target Share Units |
| | | | | | | | |
| Fiscal Year 2021-2023 | | $ | 9.3 | | | $ | — | | | $ | — | | | 459 | |
| Fiscal Year 2022-2024 | | $ | 11.0 | | | 3.9 | | | 3.9 | | | 494 | |
| Fiscal Year 2023-2025 | | $ | 12.6 | | | 8.9 | | | 4.2 | | | 330 | |
| Fiscal Year 2022-2025 BPA | | $ | 20.3 | | | 11.0 | | | 4.4 | | | 857 | |
| Total | | | | $ | 23.8 | | | $ | 12.5 | | | |
In fiscal year 2023, the fiscal year 2021 PSU awards vested with TSR attainment of 198.5%, resulting in the issuance of 848,194 shares in the first quarter of fiscal year 2024. In fiscal year 2022, the fiscal year 2020 PSU awards undervested with financial performance attainment between threshold and target and at 0% for the LTPP outstanding.TSR Modifier, resulting in the issuance of 182,628 shares in the first quarter of fiscal year 2023. In fiscal year 2021, the fiscal year 2019 PSU awards vested with financial performance attainment between threshold and target and at -20% for the TSR Modifier, resulting in 103,621 shares in the first quarter of fiscal year 2022.
Note 14.17. Income Taxes
Income (loss) before income taxes for the Company’s U.S. and non-U.S. operations was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 Revised | | 2021 Revised |
| U.S. | | $ | 258.2 | | | $ | 394.3 | | | $ | 168.7 | |
| Non-U.S. | | 37.0 | | | (39.7) | | | 64.7 | |
| Income before income taxes | | $ | 295.2 | | | $ | 354.6 | | | $ | 233.4 | |
|
| | | | | | | | | | | | |
| (In millions) | | 2017 | | 2016 | | 2015 |
| U.S. | | $ | (119.8 | ) | | $ | (782.1 | ) | | $ | (534.6 | ) |
| Non-U.S. | | 33.3 |
| | 48.1 |
| | 56.6 |
|
| Loss before income taxes | | $ | (86.5 | ) | | $ | (734.0 | ) | | $ | (478.0 | ) |
The income tax provision (benefit) was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 | | 2021 |
| Current: | | | | | | |
| Federal | | $ | 3.0 | | | $ | 5.0 | | | $ | 0.7 | |
| State | | 0.5 | | | 3.7 | | | (0.3) | |
| Foreign | | 7.8 | | | 10.0 | | | 9.4 | |
| Total | | 11.3 | | | 18.7 | | | 9.8 | |
| Deferred: | | | | | | |
| Federal | | (96.1) | | | (3.3) | | | 18.6 | |
| State | | (42.5) | | | 0.2 | | | (0.9) | |
| Foreign | | (0.9) | | | (0.1) | | | (0.7) | |
| Total | | (139.5) | | | (3.2) | | | 17.0 | |
| Income tax provision (benefit) | | $ | (128.2) | | | $ | 15.5 | | | $ | 26.8 | |
|
| | | | | | | | | | | | |
| (in millions) | | 2017 | | 2016 | | 2015 |
| Current: | | | | | | |
| Federal | | $ | (0.8 | ) | | $ | 0.5 |
| | $ | (60.7 | ) |
| State | | (1.3 | ) | | (1.5 | ) | | (0.4 | ) |
| Foreign | | 6.2 |
| | 14.4 |
| | 9.4 |
|
| Total | | 4.1 |
| | 13.4 |
| | (51.7 | ) |
| Deferred: | | | | | | |
| Federal | | 2.4 |
| | (115.8 | ) | | (90.9 | ) |
| State | | (14.4 | ) | | (3.5 | ) | | 30.4 |
|
| Foreign | | 1.1 |
| | (1.0 | ) | | 0.1 |
|
| Total | | (10.9 | ) | | (120.3 | ) | | (60.4 | ) |
| Income tax benefit | | $ | (6.8 | ) | | $ | (106.9 | ) | | $ | (112.1 | ) |
The following is a reconciliation of income taxes computed at the statutory U.S. Federal income tax rate to the actual effective income tax benefit:provision (benefit):
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 Revised | | 2021 Revised |
| Taxes computed at the federal rate | | $ | 62.0 | | | $ | 74.5 | | | $ | 49.0 | |
| Goodwill | | — | | | — | | | 2.6 | |
| State and local income taxes, net of federal tax benefit | | 1.2 | | | 2.9 | | | 0.4 | |
| Valuation allowance | | (198.8) | | | (84.4) | | | (29.2) | |
| Repatriation of foreign earnings (GILTI ) | | 5.0 | | | — | | | 2.0 | |
| Divestiture | | — | | | 23.0 | | | — | |
| Recognition of stranded deferred tax balance | | — | | | — | | | 3.9 | |
| Foreign earnings taxed at different rate | | 2.7 | | | 3.2 | | | 3.0 | |
| Withholding taxes | | 4.8 | | | 2.6 | | | 3.4 | |
| Preferential tax rate | | (3.6) | | | (4.9) | | | (6.2) | |
| Other | | (1.5) | | | (1.4) | | | (2.1) | |
| Income tax provision (benefit) | | $ | (128.2) | | | $ | 15.5 | | | $ | 26.8 | |
|
| | | | | | | | | | | | |
| (In millions) | | 2017 | | 2016 | | 2015 |
| Taxes computed at the federal rate | | $ | (30.3 | ) | | $ | (256.9 | ) | | $ | (167.3 | ) |
| Goodwill impairment | | 36.6 |
| | — |
| | — |
|
| State and local income taxes, net of federal tax benefit | | — |
| | (26.8 | ) | | (20.6 | ) |
| Valuation allowance | | (14.5 | ) | | 171.5 |
| | 74.5 |
|
| Repatriation of foreign earnings | | 14.2 |
| | 2.1 |
| | 13.4 |
|
| Change in federal tax rate and law change | | (4.1 | ) | | — |
| | — |
|
| Foreign earnings taxed at different rate | | (7.2 | ) | | (5.3 | ) | | (11.2 | ) |
| Adjustment to prior years’ taxes | | (5.2 | ) | | 3.4 |
| | (5.4 | ) |
| Foreign exchange differences | | 2.6 |
| | — |
| | — |
|
| Withholding taxes | | 2.2 |
| | — |
| | — |
|
| Other | | (1.1 | ) | | 5.1 |
| | 4.5 |
|
| Income tax benefit | | $ | (6.8 | ) | | $ | (106.9 | ) | | $ | (112.1 | ) |
We recognizeThe Company’s income tax expense has been impacted by the effects of valuation allowances on federal and state deferred tax assets for fiscal years 2021 through 2023. The Company recognizes deferred tax assets to the extent that we believe thatit believes these deferred tax assets are more likely than not to be realized. Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of the deferred tax asset will not be realized. In making such determination, we considerthe Company considers all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, historical taxable income in prior carryback periods if carryback is permitted, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused. The verifiable evidence such as future reversals of existing temporary differences and the ability to carryback are considered before the subjective sources such as estimated future taxable income exclusive of temporary differences and tax planning strategies. In situations where a three yearthree-year cumulative loss conditionposition exists, accounting standards limit the ability to consider projections of future results as positive evidence to assess the realizability of deferred tax assets.assets is subjective. If we determinethe Company determines that weit would not be able to realize ourits deferred tax assets in the future in excess of their recorded net amount, we would make an adjustment to the deferred tax asset valuation allowance.allowance would result.
Since 2015, the Company’s results have reflectedfiscal year 2020, ATI’s U.S. operations were in a three yearthree-year cumulative loss position, limiting the ability to utilize future projections as verifiable sources of income when analyzing the need for a valuation allowance. This cumulative loss continued until fiscal year 2023 when ATI exited the three-year cumulative loss position and the Company concluded it was appropriate to consider future projections as a source of income when analyzing the need for a valuation allowance.
In fiscal year 2023, ATI recorded a tax benefit associated with the valuation allowance due to the current year income for the U.S. operations and a $140.3 million additional benefit was recorded related to the valuation allowance release associated with ATI’s ability to utilize projections for future income.
Revised fiscal years 2022 and 2021 results reflect the voluntary change, as discussed in Note 1, in the method of accounting for recognizing actuarial gains and losses for defined benefit pension plans whereby gains or losses from the remeasurement of the projected benefit obligation and plan assets for these pension plans are immediately recognized in earnings. These gains and losses were historically recognized in AOCI which included a full valuation allowance offset in AOCI. Overall, the underlying liability associated with pension did not change with this accounting policy change, therefore the deferred tax asset did not change for each year, only the reclassification of taxes recorded changed from AOCI on the consolidated balance sheet to the consolidated statement of operations. Given the full valuation allowance offset, there was no impact to earnings from this reclassification in prior years.
In fiscal year 2022, ATI recorded a tax benefit associated with the valuation allowance due to the current year income for the U.S. operations. As a result of the Company established $74.5 millioncurrent year income, ATI utilized net operating loss carryovers which in deferred tax assetturn resulted in a release of the corresponding valuation allowances in 2015, of which $68.4 million were for certain federal and stateallowance on the operating loss deferred tax assets. In 2016,
The provision for income taxes for the actionsfiscal year ended January 1, 2023, is mainly attributable to indefinitely idle the Rowley, UT titanium sponge production facility (see Note 16 for further information)Company’s foreign operations and state income tax expense associated with states that limit net operating loss utilization. On May 12, 2022, the Company sold its Sheffield, UK operations which resulted in a reassessmentpre-tax loss of $112.2 million (see Note 6 for further explanation) for which the realizability ofbenefit was disallowed for tax purposes, resulting in a $23.0 million tax expense impact as shown in the effective tax rate reconciliation table above.
In fiscal year 2021, ATI incurred tax expense associated with the valuation allowance due to the postretirement medical benefit settlement gain along with the U.S. federaloperations plus permanent adjustments (goodwill and Global Intangible Low-Taxed Income (GILTI)) being a loss.
The provision for income taxes for the fiscal year ended January 2, 2022 is mainly attributable to the $15.5 million in discrete tax effects related to the postretirement medical benefits settlement gain discussed in Note 14, in accordance with ATI’s accounting policy for recognizing deferred tax assets. In 2016,amounts stranded in AOCI. This $15.5 million is presented within two lines in the Company’s resultsabove table, $11.6 million within valuation allowance and $3.9 million on the recognition of operations included an increase tostranded deferred tax asset valuation allowancesbalance line which represents the difference between current and historical tax rates in AOCI. The $11.6 million has two components: $5.2 million of $171.5 million, including an additional $165.8 millionrequired valuation allowance on federal and stateATI’s net deferred tax assets. assets following the reduction of deferred tax liabilities in AOCI associated with the recognition of the AOCI portion of the retirement benefit settlement gain of $21.9 million, and $6.4 million of “trapped” valuation allowances remaining in AOCI from prior periods that are now recognized upon extinguishment of the retirement benefit plan (see Notes 14 and 15).
In addition,fiscal year 2021, the Company establishedallocated $12.2 million of the goodwill from ATI’s Forged Products reporting unit to the sale of Flowform Products (see Note 6 for further explanation) which was non-deductible for tax purposes, resulting in a $2.6 million expense included as a reconciling item in the table above.
The Company also maintained valuation allowances on deferred tax amounts recorded in other comprehensive incomeAOCI in 2016fiscal years 2023, 2022 and 20172021 of $45.6$24.1 million, $23.9 million, and $28.8$5.1 million, respectively, which are not reflected in the preceding table reconciling amounts recognized in the income tax benefitprovision (benefit) recorded onin the statement of operations (see Note 12)15).
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to asAdditionally, the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to:
(1) reducing the U.S. federal corporate tax rate from 35% to 21%;
(2) requiring companies to pay(Tax Act) requires a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries;
(3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries;
(4) requiring a current year inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations;
(5) eliminatingcorporations, commonly referred to as GILTI. In fiscal years 2023 and 2021, the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized;
(6) creating the base erosion anti-abuse tax (BEAT),amount of GILTI represents a new minimum tax;
(7) creating a new limitation on deductible interest expense; and
(8) changing rules relatedfull inclusion due to uses and limitations ofATI’s net operating loss carryforwards created in tax years beginning after December 31, 2017.
utilization and inability to utilize GILTI credits when taxable income is zero. In connection with ATI’s initial analysisfiscal year 2022, due to the loss on the sale of the impact of the Tax Act, the following Tax Act impacts within theSheffield operations, there is no current year financial statements have been accounted forinclusion. The Company has elected to recognize GILTI liabilities as provisional estimated amounts, pending further information which includes finalan element of income tax return filings, and additional analysis of foreign earnings and profits, andexpense in the Company expects to finalize adjustments byperiod incurred.
In the fourth quarter of 2018. The change in the U.S. federal corporate tax rate from 35% to 21% resulted in a $2.6 million benefit as it relates to the re-measurement of indefinite lived deferred tax liabilities. The repeal of the alternative minimum tax resulted in a $1.5 million decrease in the deferred tax asset valuation allowance. The $4.1 million combination of these items is reflected above in the income tax benefit reconciliation on the line labeled as change in federal tax rate and law change. In addition to these adjustments,fiscal year 2021, the Company calculated an estimatewas granted a preferential tax rate related to the mandatory repatriation of foreign earnings resultingPRS joint venture operations in 2017 federal taxable income of approximately $100 million,China for which the Company expects to fully offset with the federal net operating loss carryover deferred tax asset.
years 2021 through 2023. The Company will finalize the calculation of the mandatory repatriation throughout 2018, but does not anticipate apreferential tax charge. In additionrate is 15%, compared to the items related to the Tax Act, the Company had a current year goodwill impairment charge related to the ATI Cast Products operations which did not have a tax basis, resulting in a $36.6 million tax charge included within the net tax benefit for 2017.
The Company continues to maintain a valuation allowance on the federal, state and some foreign net deferred tax assets asstatutory rate of 25%. As of December 31, 2017. 2023, the preferential tax rate has expired, and the Company will prospectively utilize the 25% statutory tax rate pending a ruling by the Chinese government on a new preferential rate tax application which will be filed in 2024.
Deferred income taxes result from temporary differences in the recognition of income and expense for financial and income tax reporting purposes, and differences between the fair value of assets acquired in business combinations accounted for as purchases for financial reporting purposes and their corresponding tax bases. Deferred income taxes represent future tax benefits or costs to be recognized when those temporary differences reverse. The categories of assets and liabilities that have resulted in differences in the timing of the recognition of income and expense at December 31, 20172023 and 2016January 1, 2023 were as follows:
| | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 |
| Deferred income tax assets | | | | |
| Net operating loss tax carryovers | | $ | 133.0 | | | $ | 184.1 | |
| Pensions | | 2.2 | | | 51.7 | |
| Postretirement benefits other than pensions | | 48.5 | | | 51.5 | |
| Tax credits | | 43.5 | | | 42.0 | |
| Research and development | | 20.7 | | | 7.4 | |
| Inventory valuation | | 1.1 | | | — | |
| Other items | | 107.5 | | | 95.6 | |
| Gross deferred income tax assets | | 356.5 | | | 432.3 | |
| Valuation allowance for deferred tax assets | | (60.3) | | | (266.9) | |
| Total deferred income tax assets | | 296.2 | | | 165.4 | |
| Deferred income tax liabilities | | | | |
| Basis of property, plant and equipment | | 124.8 | | | 122.2 | |
| Inventory valuation | | — | | | 17.1 | |
| Basis of amortizable intangible assets | | 14.9 | | | 16.4 | |
| Other items | | 25.5 | | | 23.0 | |
| Total deferred tax liabilities | | 165.2 | | | 178.7 | |
| Net deferred tax asset (liability) | | $ | 131.0 | | | $ | (13.3) | |
|
| | | | | | | | |
| (in millions) | | 2017 | | 2016 |
| Deferred income tax assets | | | | |
| Pensions | | $ | 158.0 |
| | $ | 294.9 |
|
| Postretirement benefits other than pensions | | 86.5 |
| | 129.5 |
|
| Net operating loss tax carryovers | | 336.1 |
| | 407.8 |
|
| Tax credits | | 92.6 |
| | 56.7 |
|
| Deferred compensation and other benefit plans | | 13.8 |
| | 25.7 |
|
| Other items | | 55.9 |
| | 107.4 |
|
| Gross deferred income tax assets | | 742.9 |
| | 1,022.0 |
|
| Valuation allowance for deferred tax assets | | (274.0 | ) | | (291.4 | ) |
| Total deferred income tax assets | | 468.9 |
| | 730.6 |
|
| Deferred income tax liabilities | | | | |
| Bases of property, plant and equipment | | 375.3 |
| | 547.1 |
|
| Inventory valuation | | 50.0 |
| | 77.6 |
|
| Bases of amortizable intangible assets | | 38.7 |
| | 65.6 |
|
| Other items | | 7.0 |
| | 43.9 |
|
| Total deferred tax liabilities | | 471.0 |
| | 734.2 |
|
| Net deferred tax liability | | $ | (2.1 | ) | | $ | (3.6 | ) |
Federal deferred tax asset and liability balances at December 31, 2017 have been remeasured as a result ofChanges in the Tax Act legislation, including the impact of the new 21% U.S. federal tax rate. Additionally, deferred tax balances at December 31, 2016 have been restated to correct classification differences between certainvaluation allowance for deferred tax assets liabilities,in fiscal year 2023 in the above table compared to fiscal year 2022 include the following:
•$198.8 million of valuation allowance recorded as income tax benefit and included in the reconciliation of the current year income tax provision and $7.8 million of a benefit related to current year activity is recorded on the state and local income tax line within the rate reconciliation above.
•Reductions in the valuation allowance which was not material to reported results. The correction increased both total deferred income tax assets and liabilities by $48.9 million, with no net impactrelated to the ending balance sheet position.benefit in AOCI of $0.2 million (as discussed in Note 15).
In fiscal year 2023, the deferred tax liability related to inventory changed from a deferred tax liability to a deferred tax asset. This change is related to the recognition of the deferred tax liability associated with the accounting policy change from the LIFO inventory cost method adopted by the Company during the fourth quarter of fiscal year 2021, which for tax purposes is recognized over four years versus one year for book purposes.
The following summarizes the carryforward periods for the tax attributes related to
net operating losses (NOL)NOLs and credits by jurisdiction.
| | | ($ in millions) | |
($ in millions, U.S. and U.K. NOL amounts are pre-tax and all other items are after-tax)
| |
| Jurisdiction | Attribute | Amount | Expiration Period | Amount expiring within 5 years | Amount expiring in 5-20 years |
| Jurisdiction | |
| Jurisdiction | | Attribute | Amount | Expiration Period | Amount expiring within 5 years | Amount expiring in 5-20 years |
| U.S. | | U.S. | NOL | $213 | 20 years | $— | $213 |
| U.S. | NOL | $980 | 20 years | $— | $980 | U.S. | NOL | $129 | Indefinite | $— |
| U.S. | Foreign Tax Credit | $65 | 10 years | $19 | $46 | U.S. | Foreign Tax Credit | $22 | 10 years | $22 | $— |
| U.S. | Research and Development Credit | $11 | 20 years | $— | $11 | U.S. | Research and Development Credit | $11 | 20 years | $— | $11 |
| State | NOL | $168 | Various | $19 | $149 | State | NOL | $80 | Various | $15 | $65 |
| State | Credits | $23 | Various | $5 | $18 | State | NOL | $1 | Indefinite | $— |
| State | | State | Credits | $9 | Various | $4 | $5 |
| U.K. | NOL | $6 | Indefinite | $— | U.K. | NOL | $4 | Indefinite | $— |
| Luxembourg | NOL | $19 | Indefinite | $— |
| Poland | Economic Zone Credit | $12 | 9 years | $— | $12 | Poland | Economic Zone Credit | $4 | 7 years | $4 | $— |
Income taxes paid and amounts received as refunds were as follows:
|
| | | | | | | | | | | | |
| (In millions) | | 2017 | | 2016 | | 2015 |
| Income taxes paid | | $ | 10.4 |
| | $ | 8.6 |
| | $ | 10.8 |
|
| Income tax refunds received | | (7.1 | ) | | (10.5 | ) | | (63.3 | ) |
| Income taxes paid (received), net | | $ | 3.3 |
| | $ | (1.9 | ) | | $ | (52.5 | ) |
In general, the Company is responsible for filing consolidated U.S. Federal, foreign and combined, unitary or separate state income tax returns. The Company is responsible for paying the taxes relating to such returns, including any subsequent adjustments resulting from the redetermination of such tax liability by the applicable taxing authorities. In 2016 and 2017, the Company received $7.3 million and $3.2 million, respectively, for federal tax refunds of prior years’ taxes paid. | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 | | 2021 |
| Income taxes paid | | $ | 16.7 | | | $ | 18.9 | | | $ | 14.2 | |
| Income tax refunds received | | (0.9) | | | (0.4) | | | (0.6) | |
| Income taxes paid, net | | $ | 15.8 | | | $ | 18.5 | | | $ | 13.6 | |
Deferred taxes of $2.2$7.7 million have been recorded for foreign withholding taxes on earnings expected to be repatriated to the U.S. parent. The Company does not intend to distribute previously taxed earnings resulting from the approximately $100 million taxedone-time transition tax under the Tax Act, and has not recorded any deferred taxes related to such amounts. The remaining excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries is indefinitely reinvested, and the determination of any deferred tax liability on this amount is not practicable.
Uncertain tax positions are recorded using a two-step process based on (1) determining whether it is more likely than not thatmore-likely-than-not the tax positions will be sustained on the basis of the technical merits of the position and (2) for those positions that meet the more-likely-than-not-recognitionmore-likely-than-not recognition threshold, the Company records the largest amount of the tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The changes in the liability for unrecognized income tax benefits for the fiscal years ended December 31, 2017, 20162023, January 1, 2023 and 2015January 2, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 | | 2021 |
| Balance at beginning of fiscal year | | $ | 9.1 | | | $ | 14.2 | | | $ | 15.2 | |
| Increases in prior period tax positions | | 1.2 | | | — | | | — | |
| Decreases in prior period tax positions | | — | | | (3.3) | | | — | |
| Increases in current period tax positions | | — | | | — | | | 0.3 | |
| Expiration of the statute of limitations | | (1.4) | | | (1.8) | | | (1.3) | |
| Balance at end of fiscal year | | $ | 8.9 | | | $ | 9.1 | | | $ | 14.2 | |
|
| | | | | | | | | | | | |
| (in millions) | | 2017 | | 2016 | | 2015 |
| Balance at beginning of year | | $ | 22.7 |
| | $ | 19.6 |
| | $ | 76.8 |
|
| Increases in prior period tax positions | | — |
| | 7.9 |
| | 4.3 |
|
| Decreases in prior period tax positions | | (0.7 | ) | | (0.1 | ) | | (0.2 | ) |
| Increases in current period tax positions | | 0.7 |
| | 0.6 |
| | 1.3 |
|
| Expiration of the statute of limitations | | (0.4 | ) | | (1.1 | ) | | (0.5 | ) |
| Settlements | | (7.6 | ) | | (4.2 | ) | | (62.1 | ) |
| Balance at end of year | | $ | 14.7 |
| | $ | 22.7 |
| | $ | 19.6 |
|
The liability atFor fiscal years ended December 31, 20172023, January 1, 2023 and January 2, 2022, the liability includes $11.7$7.2 million, $7.8 million and $12.3 million, respectively, of unrecognized tax benefits that are classified within deferred income taxes as a reduction of net operating loss carryforwards. We recognizeNOL carryforwards and other tax attributes. The total estimated unrecognized tax benefit that, if recognized, would affect ATI’s effective tax rate is approximately $1.7 million. At this time, the Company believes that it is reasonably possible that approximately $0.5 million of the estimated unrecognized tax benefits as of December 31, 2023 will be recognized within the next twelve months based on the expiration of statutory review periods.
The Company recognizes accrued interest and penalties related to uncertain tax positions as income tax expense. The amounts accrued for interest and penalty charges for the fiscal years ended December 31, 2017, 20162023, 2022 and 20152021 were not significant. At December 31, 20172023 and 2016,January 1, 2023, the accrued liabilities for interest and penalties related to unrecognized tax benefits were $3.2$1.3 million and $3.6$1.4 million, respectively.
For the year beginning January 1, 2015, $60.9 million of the liability for unrecognized income tax benefits related to temporary differences, which would not impact the effective tax rate upon resolution of the uncertainty. In 2015, the Company resolved these various uncertain tax position matters related to temporary differences which resulted in this $60.9 million long-term liability for uncertain tax positions to be reclassified to a deferred tax liability. The total estimated unrecognized tax benefit that, if recognized, would affect ATI’s effective tax rate is approximately $6 million. At this time, the Company believes that it is reasonably possible that approximately $1 million of the estimated unrecognized tax benefits as of December 31, 2017 will be recognized within the next twelve months based on the expiration of statutory review periods.
The Company, and/or one of its subsidiaries, files income tax returns in the U.S. Federalfederal jurisdiction and in various state and foreign jurisdictions. A summary of tax years that remain subject to examination, by major tax jurisdiction, is as follows:
| | | | | | | | |
| Jurisdiction | | |
Jurisdiction | | Earliest Year Open to
Examination |
| U.S. Federal | | 20162020 |
| States: | | |
| Pennsylvania | | 2020 |
PennsylvaniaForeign: | | |
| China | | 20142020 |
Foreign:Poland | | 2017 |
China | | 2014 |
Poland | | 2011 |
| United Kingdom | | 20152021 |
Note 15.18. Business Segments
The Company operates inunder two business segments: High Performance Materials & Components (HPMC) and Flat RolledAdvanced Alloys & Solutions (AA&S).
HPMC is comprised of the Specialty Materials and Forged Products (FRP). Over 75%businesses, as well as the ATI Europe distribution operations. Approximately 85% of 2017 HPMC business segment sales are toits revenue is derived from the aerospace and& defense markets andincluding nearly half60% of HPMC’s total sales areits revenue from products for commercial jet engines. Other keymajor HPMC end markets include medical oil & gas, and electrical energy. HPMC produces converts and distributes a wide range of high performance materials, and components, and advanced metallic powder alloysalloys. These are made from nickel-based alloys and superalloys, titanium and titanium-based alloys, nickel-based alloys and superalloys, and a variety of other specialty metals. These materials are made in a varietymaterials. Capabilities range from cast/wrought and powder alloy development to final production of product forms that include precision forgings, castings, machined partshighly engineered finished components, and others.3D-printed aerospace products.
The FRPAA&S segment serves a diverse group of end markets, withincludes the oilSpecialty Alloys & gas market, including chemical and hydrocarbon processing,Components business, the Specialty Rolled Products business, the 60%-owned STAL PRS joint venture, and the automotive market collectively representing over 40% of 2017 sales. Other major end markets for FRP include food processing equipmentUniti and appliances, construction and mining, electronics, communication equipment and computers, and aerospace & defense. FRP produces, converts and distributes nickel-based alloys, specialty alloys, and titanium and titanium-based alloys, and stainless steelA&T Stainless 50%-owned joint ventures that are reported in a variety of product forms including plate, sheet, engineered strip, and Precision Rolled Strip products. The business units in thisAA&S segment include ATI Flat Rolled Products and STAL, in which the Company has a 60% ownership interest. Segment results also include ATI’s 50% interest in Uniti, which is accounted for under the equity method.method of accounting. See Note 57 for further information on the Company’s joint ventures. AA&S is focused on delivering high-value flat products primarily to the energy, aerospace, and defense markets, which comprise over 60% of its revenue. Other important end markets for AA&S include electronics, medical and automotive. AA&S produces nickel-based alloys, titanium and titanium-based alloys, and specialty alloys in a variety of forms including plate, sheet, and strip products.
The measure of segment operating profitEBITDA categorically excludes all effects of LIFO inventory accountingincome taxes, depreciation and any related changes in net realizable value inventory reserves which offset the Company’s aggregate net debit LIFO valuation balance, income taxes,amortization, corporate expenses, net interest expense, closed operations and other expenses, charges for goodwill impairment (see Note 4),and asset impairments, restructuring charges and other charges, strike related costs, (see Note 16) andpension remeasurement gains/losses, debt extinguishment charges (see Note 8).and gains or losses on asset sales and sales of businesses. Management believes segment operating profit,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. Common services are allocated on the basis of estimated utilization.
| | | | Fiscal Year | | | | Fiscal Year |
| (In millions) | | 2017 | | 2016 | | 2015 | (In millions) | | 2023 | | 2022 | | 2021 |
| Total sales: | | | | | | |
| High Performance Materials & Components | | $ | 2,127.0 |
| | $ | 1,979.5 |
| | $ | 2,062.7 |
|
| Flat Rolled Products | | 1,527.5 |
| | 1,260.8 |
| | 1,807.9 |
|
| High Performance Materials & Components | |
| High Performance Materials & Components | |
| Advanced Alloys & Solutions | |
| Total sales | | 3,654.5 |
| | 3,240.3 |
| | 3,870.6 |
|
| Intersegment sales: | | | | | | |
| High Performance Materials & Components | | 59.6 |
| | 49.1 |
| | 76.8 |
|
| Flat Rolled Products | | 69.8 |
| | 56.6 |
| | 74.2 |
|
| High Performance Materials & Components | |
| High Performance Materials & Components | |
| Advanced Alloys & Solutions | |
| Total intersegment sales | | 129.4 |
| | 105.7 |
| | 151.0 |
|
| Sales to external customers: | | | | | | |
| High Performance Materials & Components | | 2,067.4 |
| | 1,930.4 |
| | 1,985.9 |
|
| Flat Rolled Products | | 1,457.7 |
| | 1,204.2 |
| | 1,733.7 |
|
| High Performance Materials & Components | |
| High Performance Materials & Components | |
| Advanced Alloys & Solutions | |
| Total sales to external customers | | $ | 3,525.1 |
| | $ | 3,134.6 |
| | $ | 3,719.6 |
|
Total international sales were $1,454.5$1,922.9 million in 2017, $1,277.1fiscal year 2023, $1,617.4 million in 2016,fiscal year 2022, and $1,577.0$1,264.9 million in 2015.fiscal year 2021. Of these amounts, sales by operations in the United States to customers in other countries were $1,078.6$1,498.7 million in 2017, $971.4fiscal year 2023, $1,217.9 million in 2016,fiscal year 2022, and $1,215.8$846.3 million in 2015.fiscal year 2021.
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 Revised | | 2021 Revised |
| EBITDA: | | | | | | |
| High Performance Materials & Components | | $ | 433.6 | | | $ | 303.4 | | | $ | 170.3 | |
| Advanced Alloys & Solutions | | 276.6 | | | 375.3 | | | 246.8 | |
| Total segment EBITDA | | 710.2 | | | 678.7 | | | 417.1 | |
| Corporate expenses | | (62.3) | | | (60.3) | | | (53.7) | |
| Closed operations and other income (expenses) | | (13.3) | | | (5.6) | | | 3.1 | |
| Depreciation & amortization | | (146.1) | | | (142.9) | | | (143.9) | |
| Interest expense, net | | (92.8) | | | (87.4) | | | (96.9) | |
| Restructuring and other credits (charges) (See Note 19) | | (31.4) | | | (23.7) | | | 10.5 | |
| Strike related costs | | — | | | — | | | (63.2) | |
| Retirement benefit settlement gain (loss) (See Note 14) | | (41.7) | | | — | | | 64.9 | |
| Pension remeasurement gain (loss) (See Note 14) | | (26.8) | | | 100.3 | | | 147.2 | |
| Joint venture restructuring credit (See Note 7) | | — | | | 0.9 | | | — | |
| Debt extinguishment charge (See Note 10) | | — | | | — | | | (65.5) | |
| Gain (loss) on asset sales and sale of business, net | | (0.6) | | | (105.4) | | | 13.8 | |
| Income before income taxes | | $ | 295.2 | | | $ | 354.6 | | | $ | 233.4 | |
|
| | | | | | | | | | | | |
| (In millions) | | 2017 | | 2016 | | 2015 |
| Operating profit (loss): | | | | | | |
| High Performance Materials & Components | | $ | 246.4 |
| | $ | 168.7 |
| | $ | 157.1 |
|
| Flat Rolled Products | | 37.0 |
| | (163.0 | ) | | (241.9 | ) |
| Total operating profit (loss) | | 283.4 |
| | 5.7 |
| | (84.8 | ) |
| LIFO and net realizable value reserves (See Note 2) | | (0.2 | ) | | 0.8 |
| | 0.1 |
|
| Corporate expenses | | (50.5 | ) | | (43.4 | ) | | (44.7 | ) |
| Closed operations and other expenses | | (34.0 | ) | | (34.6 | ) | | (22.1 | ) |
| Restructuring and other charges (See Note 16) | | — |
| | (538.5 | ) | | (89.7 | ) |
| Impairment of goodwill (See Note 4) | | (114.4 | ) | | — |
| | (126.6 | ) |
| Debt extinguishment charge (See Note 8) | | (37.0 | ) | | — |
| | — |
|
| Interest expense, net | | (133.8 | ) | | (124.0 | ) | | (110.2 | ) |
| Loss before income taxes | | $ | (86.5 | ) | | $ | (734.0 | ) | | $ | (478.0 | ) |
InBeginning in 2020, the third quarter of 2016,U.S. government enacted various relief packages in response to the Company announced the indefinite idling of the Rowley, UT titanium sponge facility and the consolidation of certain titanium manufacturing operations. See Note 16 for further explanation.COVID-19 pandemic. Results for the fiscal year ended January 1, 2023 include $34 million related to this government sponsored COVID relief in segment EBITDA. HPMC segment excluderesults for fiscal year 2022 include $27 million of benefits from the Rowley operations beginning withAMJP Program and employee retention credits, and AA&S segment results for fiscal year 2022 include $7 million in employee retention credits.
Corporate expenses are primarily classified as selling and administrative expenses in the third quarterconsolidated statement of 2016, with such operations being reported in closed operations, and other expenses. In October 2016, the Company announced the closureconsist of the Midland, PA commodity stainless operationssalaries and the Bagdad, PA grain-oriented electrical steel (GOES) finishing facility. These facilities were indefinitely idled earlier in 2016,benefits, incentive compensation, facility leases and management concluded that the facilities could not be operated at an acceptable rate of return. See Note 16 for further explanation. Results for the FRP segment exclude the ongoing holdingother costs of these facilities beginning in October 2016, with such costs being reported in closed operations and other expenses.ATI’s corporate functions.
Restructuring and other charges for the year ended December 31, 2016 are comprised of $471.3 million in long-lived asset impairment charges, $31.7 million of facility shutdown and idling costs, $24.2 million of employee benefit costs and $11.3 million of inventory valuation charges for titanium sponge that are classified in cost of sales (see Note 2 for additional information). The shutdown and idling costs primarily relate to the indefinite idling of the Company’s Rowley, UT titanium sponge facility, and the closures of the Midland, PA commodity stainless operations and the Bagdad, PA GOES finishing facility. The employee benefit costs largely relate to FRP severance charges for salaried workforce reductions and costs associated with the previously mentioned facility idlings and closures. Restructuring and other charges for the year ended December 31, 2015 include $54.5 million in long-lived asset impairment charges, $25.4 million of inventory valuation charges for non-PQ titanium sponge (see Note 2 for additional information) and charges for severance and facility idling costs. See Note 16 for additional information on restructuring charges.
Closed operations and other expenses which were $34.0 million in 2017, $34.6 million in 2016 and $22.1 million in 2015, includes charges incurred in connection with closed operations and other non-operating income or expense. These items are primarily presented in selling and administrative expenses in the consolidated statements of operations. In 2017, theseThese items included $22.7 million for costs at closed facilities, including legal matters, andenvironmental, real estate and other facility costs, $7.3 million for negativeand changes in foreign currency remeasurement impacts primarily related to ourATI’s European Treasury Center operation, $2.9 million for closedoperation. Closed operations environmental costs, and $4.8 million for retirement benefit expense. These 2017 costs were offset by a $3.7 million benefit for reductionsother expenses in liabilities for legacy employee benefit programs. In 2016, the Company recorded $34.6 million in other charges primarily related to closed operations, including $5.8 million for environmental costs, $5.0 million forfiscal year 2023 reflect higher retirement benefit expense and $23.8higher insurance costs associated with an outstanding insurance claim involving our captive insurance company compared to prior year periods.
Depreciation expense in fiscal year 2023 includes $3.8 million for other expenses including legal matters of accelerated depreciation of fixed assets related to the restructuring of our European operations and real estate costs at closed operations, primarily for Rowley following the indefinite idling. In 2015,closure of our Robinson, PA operations.
During the fiscal year ended January 2, 2022, the Company recorded $22.1$63.2 million in other chargesstrike related costs, of which $59.7 million were excluded from AA&S segment EBITDA and $3.5 million were excluded from HPMC segment EBITDA. These items primarily consisted of overhead costs recognized in the period due to below-normal operating rates, higher costs for outside conversion activities, and ongoing benefit costs for striking employees.
Loss on asset sales and sales of businesses for fiscal year 2023 is related to closeda $0.6 million loss on the sale of the Company’s Northbrook, IL operations, including $2.3for which no proceeds were received but $0.3 million of transaction costs were paid and reported as an investing activity on the consolidated statement of cash flows. Gain (loss) on asset sales and sales of businesses, net, for retirement benefit expense, $4.5fiscal year 2022 relate to a $112.2 million loss on the sale of the Company’s Sheffield, UK operations, partially offset by a $6.8 million gain from the sale of assets from the Pico Rivera, CA operations. The $13.8 million gain on asset sales in fiscal year 2021 consists of a gain on the sale of the Company’s Flowform Products business. See Note 6 for environmental costs,further explanation regarding the sale of business transactions in fiscal years 2022 and $15.3 million for other expenses including legal matters and real estate costs at closed operations.
2021.
Certain additional information regarding the Company’s business segments is presented below:
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| (In millions) | | 2023 | | 2022 | | 2021 |
| Depreciation and amortization: | | | | | | |
| High Performance Materials & Components | | $ | 71.1 | | | $ | 68.3 | | | $ | 75.0 | |
| Advanced Alloys & Solutions | | 67.9 | | | 67.4 | | | 64.5 | |
| Other | | 7.1 | | | 7.2 | | | 4.4 | |
| Total depreciation and amortization | | $ | 146.1 | | | $ | 142.9 | | | $ | 143.9 | |
| Capital expenditures: | | | | | | |
| High Performance Materials & Components | | $ | 100.4 | | | $ | 33.3 | | | $ | 40.2 | |
| Advanced Alloys & Solutions | | 97.2 | | | 89.6 | | | 110.6 | |
| Corporate | | 3.1 | | | 8.0 | | | 1.8 | |
| Total capital expenditures | | $ | 200.7 | | | $ | 130.9 | | | $ | 152.6 | |
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| Identifiable assets: | | 2023 | | 2022 | | 2021 |
| High Performance Materials & Components | | $ | 1,990.9 | | | $ | 1,749.3 | | | $ | 1,624.8 | |
| Advanced Alloys & Solutions | | 1,996.7 | | | 1,981.1 | | | 1,914.0 | |
| Corporate: | | | | | | |
| Deferred Taxes | | 135.7 | | | 4.7 | | | 6.3 | |
| Cash and cash equivalents and other | | 861.8 | | | 710.5 | | | 740.1 | |
| Total assets | | $ | 4,985.1 | | | $ | 4,445.6 | | | $ | 4,285.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year | | | | Fiscal Year | | | | Fiscal Year | | |
| ($ in millions) | | 2023 | | Percent
of total | | 2022 | | Percent
of total | | 2021 | | Percent
of total |
| Total assets: | | | | | | | | | | | | |
| United States | | $ | 4,463.7 | | | 90 | % | | $ | 3,942.7 | | | 89 | % | | $ | 3,587.0 | | | 84 | % |
| China | | 295.8 | | | 6 | % | | 321.1 | | | 7 | % | | 406.4 | | | 9 | % |
| United Kingdom | | 16.9 | | | — | % | | 13.4 | | | — | % | | 153.9 | | | 4 | % |
| Other | | 208.7 | | | 4 | % | | 168.4 | | | 4 | % | | 137.9 | | | 3 | % |
| Total Assets | | $ | 4,985.1 | | | 100 | % | | $ | 4,445.6 | | | 100 | % | | $ | 4,285.2 | | | 100 | % |
|
| | | | | | | | | | | | |
| (In millions) | | 2017 | | 2016 | | 2015 |
| Depreciation and amortization: | | | | | | |
| High Performance Materials & Components | | $ | 109.3 |
| | $ | 118.4 |
| | $ | 131.8 |
|
| Flat Rolled Products | | 45.6 |
| | 48.8 |
| | 55.6 |
|
| Corporate | | 5.9 |
| | 3.1 |
| | 2.5 |
|
| Total depreciation and amortization | | $ | 160.8 |
| | $ | 170.3 |
| | $ | 189.9 |
|
| Capital expenditures: | | | | | | |
| High Performance Materials & Components | | $ | 62.7 |
| | $ | 89.9 |
| | $ | 75.8 |
|
| Flat Rolled Products | | 59.1 |
| | 111.8 |
| | 68.0 |
|
| Corporate | | 0.9 |
| | 0.5 |
| | 0.7 |
|
| Total capital expenditures | | $ | 122.7 |
| | $ | 202.2 |
| | $ | 144.5 |
|
|
| | | | | | | | | | | | |
| Identifiable assets: | | 2017 | | 2016 | | 2015 |
| High Performance Materials & Components | | $ | 2,662.3 |
| | $ | 2,744.3 |
| | $ | 3,355.5 |
|
| Flat Rolled Products | | 2,218.4 |
| | 2,056.4 |
| | 2,189.5 |
|
| Discontinued Operations | | 0.2 |
| | 0.4 |
| | 0.9 |
|
| Corporate: | | | | | | |
| Deferred Taxes | | 7.6 |
| | 12.1 |
| | — |
|
| Cash and cash equivalents and other | | 296.9 |
| | 356.8 |
| | 205.8 |
|
| Total assets | | $ | 5,185.4 |
| | $ | 5,170.0 |
| | $ | 5,751.7 |
|
In 2016, identifiable assets for the HPMC segment decreased by $521 million from December 31, 2015 as a result of the reporting change and the asset impairment charges for Rowley discussed above. In 2016, identifiable assets for the FRP segment decreased by $32 million from December 31, 2015 as a result of the reporting change to closed operations for the Midland and Bagdad facilities as discussed above.
|
| | | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | | 2017 | | Percent of total | | 2016 | | Percent of total | | 2015 | | Percent of total |
| External sales: | | | | | | | | | | | | |
| United States | | $ | 2,070.6 |
| | 59 | % | | $ | 1,857.5 |
| | 59 | % | | $ | 2,142.6 |
| | 58 | % |
| China | | 265.6 |
| | 7 | % | | 214.1 |
| | 7 | % | | 246.9 |
| | 7 | % |
| United Kingdom | | 231.6 |
| | 6 | % | | 183.8 |
| | 6 | % | | 198.2 |
| | 5 | % |
| Germany | | 217.1 |
| | 6 | % | | 177.7 |
| | 6 | % | | 193.3 |
| | 5 | % |
| France | | 165.6 |
| | 5 | % | | 142.6 |
| | 4 | % | | 153.3 |
| | 4 | % |
| Japan | | 131.7 |
| | 4 | % | | 151.9 |
| | 5 | % | | 202.3 |
| | 5 | % |
| Canada | | 99.8 |
| | 3 | % | | 97.6 |
| | 3 | % | | 154.5 |
| | 4 | % |
| Mexico | | 96.1 |
| | 3 | % | | 89.7 |
| | 3 | % | | 78.4 |
| | 2 | % |
| Other | | 247.0 |
| | 7 | % | | 219.7 |
| | 7 | % | | 350.1 |
| | 10 | % |
| Total External Sales | | $ | 3,525.1 |
| | 100 | % | | $ | 3,134.6 |
| | 100 | % | | $ | 3,719.6 |
| | 100 | % |
|
| | | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | | 2017 | | Percent of total | | 2016 | | Percent of total | | 2015 | | Percent of total |
| Total assets: | | | | | | | | | | | | |
| United States | | $ | 4,547.7 |
| | 88 | % | | $ | 4,591.5 |
| | 89 | % | | $ | 5,073.1 |
| | 88 | % |
| China | | 276.0 |
| | 5 | % | | 249.3 |
| | 5 | % | | 260.0 |
| | 5 | % |
| United Kingdom | | 122.7 |
| | 2 | % | | 122.8 |
| | 2 | % | | 154.3 |
| | 3 | % |
| Other | | 239.0 |
| | 5 | % | | 206.4 |
| | 4 | % | | 264.3 |
| | 4 | % |
| Total Assets | | $ | 5,185.4 |
| | 100 | % | | $ | 5,170.0 |
| | 100 | % | | $ | 5,751.7 |
| | 100 | % |
Note 16.19. Restructuring Charges
2016and other charges
For the year ended December 31, 2016, the Company recorded restructuring charges of $527.2 million, which are presented as restructuring charges in the consolidated statement of operations. These charges were comprised of $471.3 million in long-lived asset impairment charges, $31.7 million of facility shutdown and idling costs, and $24.2 million of employee benefit costs.
On August 24, 2016, the Company announced the indefinite idling of the Rowley, UT titanium sponge production facility and the consolidation of certain titanium manufacturing operations in the HPMC segment. Over the last several years, significant global capacity had been added to produce titanium sponge, which is a key raw material used to produce ATI’s titanium products. In addition, demand for industrial-grade titanium products from global markets continued to be weak. As a result of these factors, titanium sponge, including aerospace quality sponge, could now be purchased from qualified global producers under long-term supply agreements at prices lower than the production costs at ATI’s titanium sponge facility in Rowley, UT. ATI entered into long-term cost competitive supply agreements with several producers of premium-grade and standard-grade titanium sponge. The lower cost titanium sponge purchased under these supply agreements replaced the titanium sponge produced at the Rowley facility. As a result of these actions, the Company recorded a non-cash impairment charge of $470.8 million during the quarter ended September 30, 2016 to reduce the carrying value of the Rowley, UT facility to an estimated fair value of $15.0 million. The long-lived asset impairment charge was based on an analysis of the estimated fair value, including asset appraisals using cost, income and market approaches, which represent Level 3 unobservable information in the fair value hierarchy. The indefinite idling of the Rowley, UT facility was completed in the fourth quarter 2016, as was the closure of a small titanium wire production facility in Frackville, PA, and the idling of certain titanium manufacturing operations in Albany, OR. In addition, during the fiscal year ended December 31, 2016, the Company recognized $23.82023, restructuring and other charges were $31.4 million and include $7.7 million of facility shutdownseverance-related restructuring charges and idling costs, including contract termination costs, and $7.5$23.7 million of employee benefit costs includingcharges included within cost of sales on the consolidated statements of operations. The $7.7 million of severance-related restructuring charges represent severance obligations for the eliminationinvoluntary reduction of approximately 180 positions110 employees primarily for the restructuring of the European operations and across ATI’s domestic operations in conjunction with the continued transformation. The $23.7 million of charges within cost of sales include $11.5 million of start up costs, $1.9 million of costs associated with thesean unplanned outage at our Lockport, NY facility, and other HPMC$10.3 million primarily for asset write-offs for the restructuring actions. The Rowley facility was idled in a manner that allows the facility to be restarted in the future if supported by market conditions.
On October 25, 2016, the Company announcedof our European operations and the closure of the Midland,our Robinson, PA commodity stainless operations and the Bagdad, PA grain-oriented electrical steel (GOES) finishing facility. These facilities, which were part of the Company’s Flat Rolled Products (FRP) operations, were indefinitely idled earlier in 2016, and management concluded that the facilities could not be operated at an acceptable rate of return. As a result of these actions, the Company recorded $8.4 million during the year ended December 31, 2016 of closure-related costs and asset impairments, and $4.9 million of employee benefit costs, including $3.4 million of special termination benefits for pension and other postretirement benefit plans.operations.
Also during 2016, an $11.8 million charge was recorded for severance obligations in the FRP operations, for the reduction of approximately one-third of FRP’s salaried workforce through the elimination of over 250 positions, which was largely completed by the end of 2016.
2015
For the fiscal year ended December 31, 2015,January 1, 2023, restructuring and other charges were $23.7 million, which included a $28.5 million charge for a litigation settlement (see Note 21), partially offset by $4.8 million of restructuring credits for reductions in severance-related reserves related to approximately 110 employees based on changes in planned operating rates and revised workforce estimates.
For the Company recordedfiscal year ended January 2, 2022, restructuring and other charges were a net benefit of $10.5 million, which primarily included $11.3 million of reversals of previously-recognized restructuring charges of $64.3 million, which are presented as restructuring charges inseparately classified on the consolidated statement of operations. These charges were comprised of $54.5 million in long-lived asset impairment charges, $3.5 million in facility idling costs, and $6.3 million in employee severance charges. The long-lived asset impairment charges were based on analysis of the estimated fair values, including asset appraisals using income and market approaches, which represents Level 3 unobservable information in the fair value hierarchy.
In December 2015, the Company announced the following rightsizing actions to better align its Flat Rolled Products operations, to the challenging market conditions for its commodity products:
Idling the commodity stainless melt and sheet finishing operations at the Midland, PA facility, which was completed in January 2016. A $24.2 million impairment charge was recognized to reduce the carrying value of the Midland facility to estimated fair value.
Idling GOES operations in Western PA, including the Bagdad, PA finishing facility, which was completed in April 2016. A $30.3 million impairment charge was recognized to reduce the carrying value of GOES operations assets to estimated fair value.
A $3.5as well as an $0.8 million charge for futureinventory valuation reserves classified in cost of sales on the consolidated statement of operations related to the fiscal year 2020 idling costs of the MidlandAlbany, OR primary titanium facility. Restructuring items in fiscal year 2021 include a $12.0 million reduction in severance-related reserves related to approximately 350 employees based on changes in planned operating rates and GOES operations was also recognized.
As announced in October 2015, in the fourth quarter 2015 the Company implemented a salariedrevised workforce reduction estimates, partially offset by $0.7 million of approximately 100 employees, in responseother costs related to business conditions, in both the HPMC segment and at ATI’s headquarters. Severance charges of $6.3facility idlings.
Restructuring reserves for severance cost activity is as follows:
| | | | | | | | | | | |
| Severance and Employee |
| Benefit Costs |
| December 31, 2023 | January 1, 2023 | January 2, 2022 |
| Beginning of fiscal year balance | $ | 9.8 | | $ | 17.7 | | $ | 43.4 | |
| Additions/(Adjustments) | 7.7 | | (4.8) | | (12.0) | |
| Payments | (2.3) | | (3.1) | | (13.7) | |
| End of fiscal year balance | $ | 15.2 | | $ | 9.8 | | $ | 17.7 | |
Of this $15.2 million were recorded in the fourth quarter for this action.
Reserves for restructuring chargesreserve balance at December 31, 20172023, $10.9 million is recorded in other current liabilities and 2016 consist of severance and employee benefit costs and closure costs incurred$4.3 million is recorded in both 2015 and 2016, which were substantially paid in 2017. Restructuring reserves are as follows:
|
| | | | | | | | | | | | |
| | | Severance and Employee Benefit Costs | | Closure Costs | | Total Restructuring Reserves |
| Balance at December 31, 2015 | | $ | 4.5 |
| | $ | 3.6 |
| | $ | 8.1 |
|
| Additions | | 20.8 |
| | 28.0 |
| | 48.8 |
|
| Payments | | (11.4 | ) | | (12.4 | ) | | (23.8 | ) |
| Balance at December 31, 2016 | | 13.9 |
| | 19.2 |
| | 33.1 |
|
| Reversals | | (1.6 | ) | | (1.1 | ) | | $ | (2.7 | ) |
| Payments | | (11.5 | ) | | (17.3 | ) | | $ | (28.8 | ) |
| Balance at December 31, 2017 | | $ | 0.8 |
|
| $ | 0.8 |
| | $ | 1.6 |
|
Note 17. Redeemable Noncontrolling Interest
During 2016,other long-term liabilities on the 15% redeemable noncontrolling interest in ATI Flowform Products was purchased by ATI at the $12.1 million acquisition date carrying value, resulting in no remaining redeemable noncontrolling interest held in ATI Flowform Products as of December 31, 2017 and 2016.
The previous holders of the 15% redeemable noncontrolling interest in ATI Flowform Products had a put option to require the Company to purchase their equity interest at a specified redemption value. The put option could not be separated from the noncontrolling interest, and the combination of a noncontrolling interest and the redemption feature required classification as redeemable noncontrolling interest in the2023 consolidated balance sheet, separate from Stockholders’ Equity. The carrying amount ofsheet. Of this $9.8 million restructuring reserve balance at January 1, 2023, $5.4 million is recorded in other current liabilities and $4.4 million is recorded in other long-term liabilities on the redeemable noncontrolling interest approximated its maximum redemption value. Any subsequent change in maximum redemption value was adjusted through retained earnings. The adjustment to the carrying amount for the year ended December 31, 2015 reduced retained earnings by $0.3 million. The Company applied the two-class method of calculating earnings per share, and as such this adjustment to the carrying amount was reflected in earnings per share. The redeemable noncontrolling interest was $12.1 million as of December 31, 2015, which was unchanged from the acquisition date value.January 1, 2023 consolidated balance sheet.
Note 18.20. Per Share Information
The following table sets forth the computation of basic and diluted net lossincome per common share:
(In millions, except per share amounts)
|
| | | | | | | | | | | | |
| For the Years Ended December 31, | | 2017 | | 2016 | | 2015 |
| Numerator: | | | | | | |
| Numerator for basic net loss per common share - | | | | | | |
| Net loss attributable to ATI | | $ | (91.9 | ) | | $ | (640.9 | ) | | $ | (377.9 | ) |
| Redeemable noncontrolling interest (Note 17) | | — |
| | — |
| | (0.3 | ) |
| Effect of dilutive securities: | | | | | | |
| 4.75% Convertible Senior Notes due 2022 | | — |
| | — |
| | — |
|
| Numerator for diluted net loss per common share - | | | | | | |
| Net loss attributable to ATI after assumed conversions | | $ | (91.9 | ) | | $ | (640.9 | ) | | $ | (378.2 | ) |
| Denominator: | | | | | | |
| Denominator for basic net loss per common share—weighted average shares | | 110.1 |
| | 107.3 |
| | 107.3 |
|
| Effect of dilutive securities: | | | | | | |
| Share-based compensation | | — |
| | — |
| | — |
|
| 4.75% Convertible Senior Notes due 2022 | | — |
| | — |
| | — |
|
| Denominator for diluted net loss per common share—adjusted weighted average shares and assumed conversions | | 110.1 |
| | 107.3 |
| | 107.3 |
|
| Basic net loss attributable to ATI per common share | | $ | (0.83 | ) | | $ | (5.97 | ) | | $ | (3.53 | ) |
| Diluted net loss attributable to ATI per common share | | $ | (0.83 | ) | | $ | (5.97 | ) | | $ | (3.53 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year |
| | 2023 | | 2022 Revised | | 2021 Revised |
| Numerator: | | | | | | |
| Numerator for basic net income per common share - | | | | | | |
| Net income attributable to ATI | | $ | 410.8 | | | $ | 323.5 | | | $ | 184.6 | |
| Effect of dilutive securities: | | | | | | |
| 4.75% Convertible Senior Notes due 2022 | | — | | | 2.2 | | | 4.4 | |
| 3.5% Convertible Senior Notes due 2025 | | 10.6 | | | 11.3 | | | 11.8 | |
| Numerator for diluted net income per common share - | | | | | | |
| Net income attributable to ATI after assumed conversions | | $ | 421.4 | | | $ | 337.0 | | | $ | 200.8 | |
| Denominator: | | | | | | |
| Denominator for basic net income per common share—weighted average shares | | 128.1 | | | 127.5 | | | 127.1 | |
| Effect of dilutive securities: | | | | | | |
| Share-based compensation | | 3.1 | | | 2.1 | | | 1.0 | |
| 4.75% Convertible Senior Notes due 2022 | | — | | | 2.8 | | | 5.8 | |
| 3.5% Convertible Senior Notes due 2025 | | 18.8 | | | 18.8 | | | 18.8 | |
| Denominator for diluted net income per common share—adjusted weighted average shares and assumed conversions | | 150.0 | | | 151.2 | | | 152.7 | |
| Basic net income attributable to ATI per common share | | $ | 3.21 | | | $ | 2.54 | | | $ | 1.45 | |
| Diluted net income attributable to ATI per common share | | $ | 2.81 | | | $ | 2.23 | | | $ | 1.32 | |
Common stock that would be issuable upon the assumed conversion of the 2025 Convertible Notes, and the 2022 Convertible Notes prior to their maturity, 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 would have beenis anti-dilutive. ExcludedThe 2022 Convertible Notes were converted as of June 30, 2022 (see Note 10 for further explanation). There were no anti-dilutive shares were 20.8for fiscal years 2023, 2022 and 2021.
In February 2022 and April 2023, the Company’s Board of Directors authorized the repurchase of up to $150 million for 2017, 13.1and $75 million, for 2016 and 0.8respectively, of ATI stock. In fiscal year 2023, ATI used $85.2 million for 2015.
Note 19. Financial Information for Subsidiary and Guarantor Parent
The payment obligationsto repurchase 2.0 million shares of its common stock under both programs. In fiscal year 2022, ATI used $139.9 million to repurchase 5.2 million shares of its common stock under the $150.0$150 million 6.95% Debenturesprogram. In addition, in November 2023, the Company’s Board of Directors authorized the repurchase of an additional $150 million of ATI stock. Effective January 2, 2023, 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 in fiscal year 2023 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 for fiscal year 2023 of $85.8 million differs from the repurchases of common stock amounts in the consolidated statements of cash flows due 2025 issued by Allegheny Ludlum, LLC (formerly known as Allegheny Ludlum Corporation) (the “Subsidiary”)to these excise taxes. Repurchases under these programs were or may be made in the open market or in privately negotiated transactions, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases are fullystructured to occur within the pricing and unconditionally guaranteed by ATI (the “Guarantor Parent”). In accordance with positions establishedvolume requirements of SEC Rule 10b-18. The Company’s ongoing stock repurchase programs do not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time by the U.S. Securities and Exchange Commission, the following financial information sets forth separately financial information with respect to the Subsidiary, the Non-guarantor Subsidiaries and the Guarantor Parent. The principal elimination entries eliminate investments in subsidiaries and certain intercompany balances and transactions.Company’s Board of Directors without prior notice.
ATI is the plan sponsor for the ATI Pension Plan, the U.S. qualified defined benefit pension plan which covers certain current and former employees of the Subsidiary and the Non-guarantor Subsidiaries. As a result, the balance sheets presented for the Subsidiary and the Non-guarantor Subsidiaries do not include any ATI Pension Plan assets or liabilities, or the related deferred taxes. The ATI Pension Plan assets, liabilities and related deferred taxes and pension income or expense are recognized by the Guarantor Parent. Management and royalty fees charged to the Subsidiary and to the Non-guarantor Subsidiaries by the Guarantor Parent have been excluded solely for purposes of this presentation.
Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Balance Sheets
December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Guarantor Parent | | Subsidiary | | Non-guarantor Subsidiaries | | Eliminations | | Consolidated |
| Assets: | | | | | | | | | | |
| Cash and cash equivalents | | $ | 2.1 |
| | $ | 13.5 |
| | $ | 126.0 |
| | $ | — |
| | $ | 141.6 |
|
| Accounts receivable, net | | 0.2 |
| | 141.6 |
| | 403.5 |
| | — |
| | 545.3 |
|
| Intercompany notes receivable | | — |
| | — |
| | 3,505.6 |
| | (3,505.6 | ) | | — |
|
| Inventories, net | | — |
| | 207.9 |
| | 968.2 |
| | — |
| | 1,176.1 |
|
| Prepaid expenses and other current assets | | 6.6 |
| | 4.5 |
| | 41.6 |
| | — |
| | 52.7 |
|
| Total current assets | | 8.9 |
| | 367.5 |
| | 5,044.9 |
| | (3,505.6 | ) | | 1,915.7 |
|
| Property, plant and equipment, net | | 0.9 |
| | 1,581.6 |
| | 913.2 |
| | — |
| | 2,495.7 |
|
| Goodwill | | — |
| | — |
| | 531.4 |
| | — |
| | 531.4 |
|
| Intercompany notes receivable | | — |
| | — |
| | 200.0 |
| | (200.0 | ) | | — |
|
| Investments in subsidiaries | | 5,645.6 |
| | 37.7 |
| | — |
| | (5,683.3 | ) | | — |
|
| Other assets | | 25.4 |
| | 18.0 |
| | 199.2 |
| | — |
| | 242.6 |
|
| Total assets | | $ | 5,680.8 |
| | $ | 2,004.8 |
| | $ | 6,888.7 |
| | $ | (9,388.9 | ) | | $ | 5,185.4 |
|
| Liabilities and stockholders’ equity: | | | | | | | | | | |
| Accounts payable | | $ | 3.0 |
| | $ | 180.3 |
| | $ | 236.8 |
| | $ | — |
| | $ | 420.1 |
|
| Accrued liabilities | | 54.1 |
| | 88.5 |
| | 139.8 |
| | — |
| | 282.4 |
|
| Intercompany notes payable | | 1,836.5 |
| | 1,669.1 |
| | — |
| | (3,505.6 | ) | | — |
|
| Short-term debt and current portion of long-term debt | | 0.3 |
| | 0.6 |
| | 9.2 |
| | — |
| | 10.1 |
|
| Total current liabilities | | 1,893.9 |
| | 1,938.5 |
| | 385.8 |
| | (3,505.6 | ) | | 712.6 |
|
| Long-term debt | | 1,275.7 |
| | 150.7 |
| | 104.2 |
| | — |
| | 1,530.6 |
|
| Intercompany notes payable | | — |
| | 200.0 |
| | — |
| | (200.0 | ) | | — |
|
| Accrued postretirement benefits | | — |
| | 250.2 |
| | 67.6 |
| | — |
| | 317.8 |
|
| Pension liabilities | | 644.3 |
| | 4.4 |
| | 48.3 |
| | — |
| | 697.0 |
|
| Deferred income taxes | | 9.7 |
| | — |
| | — |
| | — |
| | 9.7 |
|
| Other long-term liabilities | | 12.7 |
| | 17.2 |
| | 43.3 |
| | — |
| | 73.2 |
|
| Total liabilities | | 3,836.3 |
| | 2,561.0 |
| | 649.2 |
| | (3,705.6 | ) | | 3,340.9 |
|
| Total stockholders’ equity (deficit) | | 1,844.5 |
| | (556.2 | ) | | 6,239.5 |
| | (5,683.3 | ) | | 1,844.5 |
|
| Total liabilities and stockholders’ equity | | $ | 5,680.8 |
| | $ | 2,004.8 |
| | $ | 6,888.7 |
| | $ | (9,388.9 | ) | | $ | 5,185.4 |
|
Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Statements of Operations
For the year ended December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Guarantor Parent | | Subsidiary | | Non-guarantor Subsidiaries | | Eliminations | | Consolidated |
| Sales | | $ | — |
| | $ | 1,178.9 |
| | $ | 2,346.2 |
| | $ | — |
| | $ | 3,525.1 |
|
| Cost of sales | | 42.4 |
| | 1,103.5 |
| | 1,930.2 |
| | — |
| | 3,076.1 |
|
| Gross profit (loss) | | (42.4 | ) | | 75.4 |
| | 416.0 |
| | — |
| | 449.0 |
|
| Selling and administrative expenses | | 91.0 |
| | 37.6 |
| | 125.7 |
| | — |
| | 254.3 |
|
| Impairment of goodwill | | — |
| | — |
| | 114.4 |
| | — |
| | 114.4 |
|
| Operating income (loss) | | (133.4 | ) | | 37.8 |
| | 175.9 |
| | — |
| | 80.3 |
|
| Interest income (expense), net | | (155.8 | ) | | (90.0 | ) | | 112.0 |
| | — |
| | (133.8 | ) |
| Debt extinguishment charge | | (37.0 | ) | | — |
| | — |
| | — |
| | (37.0 | ) |
| Other income (expense) including equity in income of unconsolidated subsidiaries | | 239.7 |
| | 1.6 |
| | 2.4 |
| | (239.7 | ) | | 4.0 |
|
| Income (loss) before income taxes | | (86.5 | ) | | (50.6 | ) | | 290.3 |
| | (239.7 | ) | | (86.5 | ) |
| Income tax provision (benefit) | | (6.8 | ) | | (16.6 | ) | | 131.4 |
| | (114.8 | ) | | (6.8 | ) |
| Net income (loss) | | (79.7 | ) | | (34.0 | ) | | 158.9 |
| | (124.9 | ) | | (79.7 | ) |
| Less: Net income attributable to noncontrolling interest | | — |
| | — |
| | 12.2 |
| | — |
| | 12.2 |
|
| Net income (loss) attributable to ATI | | $ | (79.7 | ) | | $ | (34.0 | ) | | $ | 146.7 |
| | $ | (124.9 | ) | | $ | (91.9 | ) |
Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Statements of Comprehensive Income (Loss)
For the year ended December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Guarantor Parent | | Subsidiary | | Non-guarantor Subsidiaries | | Eliminations | | Consolidated |
| Net income (loss) | | $ | (79.7 | ) | | $ | (34.0 | ) | | $ | 158.9 |
| | $ | (124.9 | ) | | $ | (79.7 | ) |
| Other comprehensive income (loss) | | | | | | | | | | |
| Currency translation adjustment arising during the period | | 39.1 |
| | — |
| | 39.1 |
| | (39.1 | ) | | 39.1 |
|
| Net derivative gain on hedge transactions | | 7.1 |
| | — |
| | — |
| | — |
| | 7.1 |
|
| Pension and postretirement benefits | | 27.3 |
| | (5.8 | ) | | (10.7 | ) | | 16.5 |
| | 27.3 |
|
| Other comprehensive income (loss), net of tax | | 73.5 |
| | (5.8 | ) | | 28.4 |
| | (22.6 | ) | | 73.5 |
|
| Comprehensive income (loss) | | (6.2 | ) | | (39.8 | ) | | 187.3 |
| | (147.5 | ) | | (6.2 | ) |
| Less: Comprehensive income attributable to noncontrolling interest | | — |
| | — |
| | 19.8 |
| | — |
| | 19.8 |
|
| Comprehensive income (loss) attributable to ATI | | $ | (6.2 | ) | | $ | (39.8 | ) | | $ | 167.5 |
| | $ | (147.5 | ) | | $ | (26.0 | ) |
Condensed Statements of Cash Flows
For the year ended December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Guarantor Parent | | Subsidiary | | Non-guarantor Subsidiaries | | Eliminations | | Consolidated |
| Cash flows provided by (used in) operating activities | | $ | (78.8 | ) | | $ | (101.5 | ) | | $ | 214.7 |
| | $ | (12.0 | ) | | $ | 22.4 |
|
| Investing Activities: | | | | | | | | | | |
| Purchases of property, plant and equipment | | (0.9 | ) | | (38.5 | ) | | (83.3 | ) | | — |
| | (122.7 | ) |
| Net receipts (payments) on intercompany activity | | — |
| | — |
| | (223.9 | ) | | 223.9 |
| | — |
|
| Asset disposals and other | | — |
| | 0.1 |
| | 3.0 |
| | — |
| | 3.1 |
|
| Cash flows provided by (used in) investing activities | | (0.9 | ) | | (38.4 | ) | | (304.2 | ) | | 223.9 |
| | (119.6 | ) |
| Financing Activities: | | | | | | | | | | |
| Borrowings on long-term debt | | — |
| | — |
| | 8.5 |
| | — |
| | 8.5 |
|
| Payments on long-term debt and capital leases | | (350.4 | ) | | (0.3 | ) | | (2.3 | ) | | — |
| | (353.0 | ) |
| Net borrowings under credit facilities | | — |
| | — |
| | 1.6 |
| | — |
| | 1.6 |
|
| Debt issuance costs | | — |
| | — |
| | (0.8 | ) | | — |
| | (0.8 | ) |
| Debt extinguishment charge | | (35.8 | ) | | — |
| | — |
| | — |
| | (35.8 | ) |
| Net receipts (payments) on intercompany activity | | 72.7 |
| | 151.2 |
| | — |
| | (223.9 | ) | | — |
|
| Issuance of common stock | | 397.8 |
| | — |
| | — |
| | — |
| | 397.8 |
|
| Dividends paid to stockholders | | — |
| | — |
| | (12.0 | ) | | 12.0 |
| | — |
|
| Dividends paid to noncontrolling interests | | — |
| | — |
| | (8.0 | ) | | — |
| | (8.0 | ) |
| Sale to noncontrolling interests | | — |
| | — |
| | 3.7 |
| | — |
| | 3.7 |
|
| Shares repurchased for income tax withholding on share-based compensation and other | | (4.8 | ) | | — |
| | — |
| | — |
| | (4.8 | ) |
| Cash flows provided by (used in) financing activities | | 79.5 |
| | 150.9 |
| | (9.3 | ) | | (211.9 | ) | | 9.2 |
|
| Increase (decrease) in cash and cash equivalents | | $ | (0.2 | ) | | $ | 11.0 |
| | $ | (98.8 | ) | | $ | — |
| | $ | (88.0 | ) |
Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Balance Sheets
December 31, 2016
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Guarantor Parent | | Subsidiary | | Non-guarantor Subsidiaries | | Eliminations | | Consolidated |
| Assets: | | | | | | | | | | |
| Cash and cash equivalents | | $ | 2.3 |
| | $ | 2.5 |
| | $ | 224.8 |
| | $ | — |
| | $ | 229.6 |
|
| Accounts receivable, net | | 0.1 |
| | 107.8 |
| | 344.2 |
| | — |
| | 452.1 |
|
| Intercompany notes receivable | | — |
| | — |
| | 2,892.9 |
| | (2,892.9 | ) | | — |
|
| Inventories, net | | — |
| | 106.7 |
| | 930.3 |
| | — |
| | 1,037.0 |
|
| Prepaid expenses and other current assets | | 6.6 |
| | 5.2 |
| | 36.0 |
| | — |
| | 47.8 |
|
| Total current assets | | 9.0 |
| | 222.2 |
| | 4,428.2 |
| | (2,892.9 | ) | | 1,766.5 |
|
| Property, plant and equipment, net | | 1.3 |
| | 1,583.6 |
| | 914.0 |
| | — |
| | 2,498.9 |
|
| Goodwill | | — |
| | — |
| | 641.9 |
| | — |
| | 641.9 |
|
| Intercompany notes receivable | | — |
| | — |
| | 200.0 |
| | (200.0 | ) | | — |
|
| Investments in subsidiaries | | 5,241.2 |
| | 37.7 |
| | — |
| | (5,278.9 | ) | | — |
|
| Other assets | | 23.0 |
| | 25.5 |
| | 214.2 |
| | — |
| | 262.7 |
|
| Total assets | | $ | 5,274.5 |
| | $ | 1,869.0 |
| | $ | 6,398.3 |
| | $ | (8,371.8 | ) | | $ | 5,170.0 |
|
| Liabilities and stockholders’ equity: | | | | | | | | | | |
| Accounts payable | | $ | 3.1 |
| | $ | 97.4 |
| | $ | 193.8 |
| | $ | — |
| | $ | 294.3 |
|
| Accrued liabilities | | 54.6 |
| | 83.3 |
| | 171.4 |
| | — |
| | 309.3 |
|
| Intercompany notes payable | | 1,341.1 |
| | 1,551.8 |
| | — |
| | (2,892.9 | ) | | — |
|
| Short-term debt and current portion of long-term debt | | 0.4 |
| | 0.3 |
| | 104.4 |
| | — |
| | 105.1 |
|
| Total current liabilities | | 1,399.2 |
| | 1,732.8 |
| | 469.6 |
| | (2,892.9 | ) | | 708.7 |
|
| Long-term debt | | 1,621.7 |
| | 150.0 |
| | 0.2 |
| | — |
| | 1,771.9 |
|
| Intercompany notes payable | | — |
| | 200.0 |
| | — |
| | (200.0 | ) | | — |
|
| Accrued postretirement benefits | | — |
| | 244.0 |
| | 73.7 |
| | — |
| | 317.7 |
|
| Pension liabilities | | 778.5 |
| | 5.2 |
| | 44.2 |
| | — |
| | 827.9 |
|
| Deferred income taxes | | 15.6 |
| | — |
| | — |
| | — |
| | 15.6 |
|
| Other long-term liabilities | | 14.7 |
| | 18.1 |
| | 50.6 |
| | — |
| | 83.4 |
|
| Total liabilities | | 3,829.7 |
| | 2,350.1 |
| | 638.3 |
| | (3,092.9 | ) | | 3,725.2 |
|
| Total stockholders’ equity (deficit) | | 1,444.8 |
| | (481.1 | ) | | 5,760.0 |
| | (5,278.9 | ) | | 1,444.8 |
|
| Total liabilities and stockholders’ equity | | $ | 5,274.5 |
| | $ | 1,869.0 |
| | $ | 6,398.3 |
| | $ | (8,371.8 | ) | | $ | 5,170.0 |
|
Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Statements of Operations
For the year ended December 31, 2016
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Guarantor Parent | | Subsidiary | | Non-guarantor Subsidiaries | | Eliminations | | Consolidated |
| Sales | | $ | — |
| | $ | 983.6 |
| | $ | 2,151.0 |
| | $ | — |
| | $ | 3,134.6 |
|
| Cost of sales | | 53.4 |
| | 1,102.0 |
| | 1,816.7 |
| | — |
| | 2,972.1 |
|
| Gross profit (loss) | | (53.4 | ) | | (118.4 | ) | | 334.3 |
| | — |
| | 162.5 |
|
| Selling and administrative expenses | | 89.9 |
| | 32.3 |
| | 125.5 |
| | — |
| | 247.7 |
|
| Restructuring charges | | — |
| | 25.1 |
| | 502.1 |
| | — |
| | 527.2 |
|
| Operating loss | | (143.3 | ) | | (175.8 | ) | | (293.3 | ) | | — |
| | (612.4 | ) |
| Interest income (expense), net | | (138.3 | ) | | (70.7 | ) | | 85.0 |
| | — |
| | (124.0 | ) |
| Other income (expense) including equity in income of unconsolidated subsidiaries | | (452.4 | ) | | 1.0 |
| | 1.4 |
| | 452.4 |
| | 2.4 |
|
| Income (loss) before income taxes | | (734.0 | ) | | (245.5 | ) | | (206.9 | ) | | 452.4 |
| | (734.0 | ) |
| Income tax provision (benefit) | | (106.9 | ) | | (85.5 | ) | | (66.7 | ) | | 152.2 |
| | (106.9 | ) |
| Net income (loss) | | (627.1 | ) | | (160.0 | ) | | (140.2 | ) | | 300.2 |
| | (627.1 | ) |
| Less: Net income attributable to noncontrolling interest | | — |
| | — |
| | 13.8 |
| | — |
| | 13.8 |
|
| Net income (loss) attributable to ATI | | $ | (627.1 | ) | | $ | (160.0 | ) | | $ | (154.0 | ) | | $ | 300.2 |
| | $ | (640.9 | ) |
Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Statements of Comprehensive Income (Loss)
For the year ended December 31, 2016
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Guarantor Parent | | Subsidiary | | Non-guarantor Subsidiaries | | Eliminations | | Consolidated |
| Net income (loss) | | $ | (627.1 | ) | | $ | (160.0 | ) | | $ | (140.2 | ) | | $ | 300.2 |
| | $ | (627.1 | ) |
| Other comprehensive income (loss) | | | | | | | | | | |
| Currency translation adjustment arising during the period | | (47.1 | ) | | — |
| | (47.1 | ) | | 47.1 |
| | (47.1 | ) |
| Net derivative gain on hedge transactions | | 19.6 |
| | — |
| | — |
| | — |
| | 19.6 |
|
| Pension and postretirement benefits | | (61.4 | ) | | 17.2 |
| | 1.8 |
| | (19.0 | ) | | (61.4 | ) |
| Other comprehensive income (loss), net of tax | | (88.9 | ) | | 17.2 |
| | (45.3 | ) | | 28.1 |
| | (88.9 | ) |
| Comprehensive income (loss) | | (716.0 | ) | | (142.8 | ) | | (185.5 | ) | | 328.3 |
| | (716.0 | ) |
| Less: Comprehensive income attributable to noncontrolling interest | | — |
| | — |
| | 4.1 |
| | — |
| | 4.1 |
|
| Comprehensive income (loss) attributable to ATI | | $ | (716.0 | ) | | $ | (142.8 | ) | | $ | (189.6 | ) | | $ | 328.3 |
| | $ | (720.1 | ) |
Condensed Statements of Cash Flows
For the year ended December 31, 2016
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Guarantor Parent | | Subsidiary | | Non-guarantor Subsidiaries | | Eliminations | | Consolidated |
| Cash flows provided by (used in) operating activities | | $ | (78.5 | ) | | $ | (232.3 | ) | | $ | 291.1 |
| | $ | (24.0 | ) | | $ | (43.7 | ) |
| Investing Activities: | | | | | | | | | | |
| Purchases of property, plant and equipment | | (0.5 | ) | | (98.7 | ) | | (103.0 | ) | | — |
| | (202.2 | ) |
| Net receipts (payments) on intercompany activity | | — |
| | — |
| | (160.0 | ) | | 160.0 |
| | — |
|
| Asset disposals and other | | — |
| | 0.2 |
| | 2.0 |
| | — |
| | 2.2 |
|
| Cash flows provided by (used in) investing activities | | (0.5 | ) | | (98.5 | ) | | (261.0 | ) | | 160.0 |
| | (200.0 | ) |
| Financing Activities: | | | | | | | | | | |
| Borrowings on long-term debt | | 287.5 |
| | — |
| | 100.0 |
| | — |
| | 387.5 |
|
| Payments on long-term debt and capital leases | | (0.7 | ) | | (0.2 | ) | | (1.8 | ) | | — |
| | (2.7 | ) |
| Net borrowings under credit facilities | | — |
| | — |
| | 3.1 |
| | — |
| | 3.1 |
|
| Debt issuance costs | | (9.4 | ) | | — |
| | (1.0 | ) | | — |
| | (10.4 | ) |
| Net receipts (payments) on intercompany acivity | | (170.7 | ) | | 330.7 |
| | — |
| | (160.0 | ) | | — |
|
| Dividends paid to stockholders | | (25.8 | ) | | — |
| | (24.0 | ) | | 24.0 |
| | (25.8 | ) |
| Dividends paid to noncontrolling interests | | — |
| | — |
| | (16.0 | ) | | — |
| | (16.0 | ) |
| Acquisition of noncontrolling interests | | — |
| | — |
| | (12.2 | ) | | — |
| | (12.2 | ) |
| Cash flows provided by (used in) financing activities | | 80.9 |
| | 330.5 |
| | 48.1 |
| | (136.0 | ) | | 323.5 |
|
| Increase (decrease) in cash and cash equivalents | | $ | 1.9 |
| | $ | (0.3 | ) | | $ | 78.2 |
| | $ | — |
| | $ | 79.8 |
|
Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Statements of Operations
For the year ended December 31, 2015
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Guarantor Parent | | Subsidiary | | Non-guarantor Subsidiaries | | Eliminations | | Consolidated |
| Sales | | $ | — |
| | $ | 1,453.2 |
| | $ | 2,266.4 |
| | $ | — |
| | $ | 3,719.6 |
|
| Cost of sales | | 27.3 |
| | 1,643.2 |
| | 1,988.8 |
| | — |
| | 3,659.3 |
|
| Gross profit (loss) | | (27.3 | ) | | (190.0 | ) | | 277.6 |
| | — |
| | 60.3 |
|
| Selling and administrative expenses | | 88.2 |
| | 29.4 |
| | 121.2 |
| | — |
| | 238.8 |
|
| Impairment of goodwill | | — |
| | 126.6 |
| | — |
| | — |
| | 126.6 |
|
| Restructuring charges | | 1.6 |
| | 58.0 |
| | 4.7 |
| | — |
| | 64.3 |
|
| Operating income (loss) | | (117.1 | ) | | (404.0 | ) | | 151.7 |
| | — |
| | (369.4 | ) |
| Interest income (expense), net | | (117.3 | ) | | (50.9 | ) | | 58.0 |
| | — |
| | (110.2 | ) |
| Other income (expense) including equity in income of unconsolidated subsidiaries | | (243.6 | ) | | 1.1 |
| | 0.8 |
| | 243.3 |
| | 1.6 |
|
| Income (loss) before income taxes | | (478.0 | ) | | (453.8 | ) | | 210.5 |
| | 243.3 |
| | (478.0 | ) |
| Income tax provision (benefit) | | (112.1 | ) | | (165.7 | ) | | 51.6 |
| | 114.1 |
| | (112.1 | ) |
| Net income (loss) | | (365.9 | ) | | (288.1 | ) | | 158.9 |
| | 129.2 |
| | (365.9 | ) |
| Less: Net income attributable to noncontrolling interest | | — |
| | — |
| | 12.0 |
| | — |
| | 12.0 |
|
| Net income (loss) attributable to ATI | | $ | (365.9 | ) | | $ | (288.1 | ) | | $ | 146.9 |
| | $ | 129.2 |
| | $ | (377.9 | ) |
Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Statements of Comprehensive Income (Loss)
For the year ended December 31, 2015
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Guarantor Parent | | Subsidiary | | Non-guarantor Subsidiaries | | Eliminations | | Consolidated |
| Net income (loss) | | $ | (365.9 | ) | | $ | (288.1 | ) | | $ | 158.9 |
| | $ | 129.2 |
| | $ | (365.9 | ) |
| Other comprehensive income (loss) | | | | | | | | | | |
| Currency translation adjustment arising during the period | | (37.0 | ) | | — |
| | (37.0 | ) | | 37.0 |
| | (37.0 | ) |
| Net derivative loss on hedge transactions | | (32.0 | ) | | — |
| | — |
| | — |
| | (32.0 | ) |
| Pension and postretirement benefits | | (19.7 | ) | | 29.8 |
| | 3.1 |
| | (32.9 | ) | | (19.7 | ) |
| Other comprehensive income (loss), net of tax | | (88.7 | ) | | 29.8 |
| | (33.9 | ) | | 4.1 |
| | (88.7 | ) |
| Comprehensive income (loss) | | (454.6 | ) | | (258.3 | ) | | 125.0 |
| | 133.3 |
| | (454.6 | ) |
| Less: Comprehensive income attributable to noncontrolling interest | | — |
| | — |
| | 6.4 |
| | — |
| | 6.4 |
|
| Comprehensive income (loss) attributable to ATI | | $ | (454.6 | ) | | $ | (258.3 | ) | | $ | 118.6 |
| | $ | 133.3 |
| | $ | (461.0 | ) |
Condensed Statements of Cash Flows
For the year ended December 31, 2015
|
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | | Guarantor Parent | | Subsidiary | | Non-guarantor Subsidiaries | | Eliminations | | Consolidated |
| Cash flows provided by (used in) operating activities | | $ | (70.0 | ) | | $ | (134.8 | ) | | $ | 360.2 |
| | $ | (24.0 | ) | | $ | 131.4 |
|
| Investing Activities: | | | | | | | | | | |
| Purchases of property, plant and equipment | | (0.6 | ) | | (66.9 | ) | | (77.0 | ) | | — |
| | (144.5 | ) |
| Net receipts (payments) on intercompany activity | | — |
| | — |
| | (327.9 | ) | | 327.9 |
| | — |
|
| Purchases of businesses, net of cash acquired | | — |
| | — |
| | (0.5 | ) | | — |
| | (0.5 | ) |
| Asset disposals and other | | — |
| | 0.2 |
| | (0.3 | ) | | — |
| | (0.1 | ) |
| Cash flows provided by (used in) investing activities | | (0.6 | ) | | (66.7 | ) | | (405.7 | ) | | 327.9 |
| | (145.1 | ) |
| Financing Activities: | | | | | | | | | | |
| Payments on long-terms debt and capital leases | | (0.6 | ) | | (0.1 | ) | | (22.9 | ) | | — |
| | (23.6 | ) |
| Net receipts (payments) on intercompany activity | | 137.3 |
| | 190.6 |
| | — |
| | (327.9 | ) | | — |
|
| Dividends paid to stockholders | | (66.5 | ) | | — |
| | (24.0 | ) | | 24.0 |
| | (66.5 | ) |
| Dividends paid to noncontrolling interests | | — |
| | — |
| | (16.0 | ) | | — |
| | (16.0 | ) |
| Other | | (1.4 | ) | | — |
| | 1.5 |
| | — |
| | 0.1 |
|
| Cash flows provided by (used in) financing activities | | 68.8 |
| | 190.5 |
| | (61.4 | ) | | (303.9 | ) | | (106.0 | ) |
| Increase (decrease) in cash and cash equivalents | | $ | (1.8 | ) | | $ | (11.0 | ) | | $ | (106.9 | ) | | $ | — |
| | $ | (119.7 | ) |
Note 20.21. Commitments and Contingencies
Rental expense under operating leases was $21.1 million in 2017, $22.6 million in 2016, and $23.1 million in 2015. Future minimum rental commitments under operating leases with non-cancelable terms of more than one year at December 31, 2017, were as follows: $20.0 millionare disclosed in 2018, $13.5 million in 2019, $12.5 million in 2020, $11.3 million in 2021, $6.2 million in 2022 and $13.9 million thereafter.Note 11. Commitments for expenditures on property, plant and equipment at December 31, 20172023 were approximately $62.8$86.1 million.
The Company is subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants and disposal of wastes, and which may require that it investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. The Company could incur substantial cleanup costs, fines, and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under
these laws or noncompliance with environmental permits required at its facilities. The Company is currently involved in the investigation and remediation of a number of its current and former sites, as well as third party sites.
Environmental liabilities are recorded when the Company’s liability is probable and the costs are reasonably estimable. In many cases, however, the Company is not able to determine whether it is liable or, if liability is probable, to reasonably estimate the loss or range of loss. Estimates of the Company’s liability remain subject to additional uncertainties, including the nature and extent of site contamination, available remediation alternatives, the extent of corrective actions that may be required, and the number, participation, and financial condition of other potentially responsible parties (PRPs). The Company adjusts its accruals to reflect new information as appropriate. Future adjustments could have a material adverse effect on the Company’s consolidated results of operations in a given period, but the Company cannot reliably predict the amounts of such future adjustments.
At December 31, 2017,2023, the Company’s reserves for environmental remediation obligations totaled approximately $12$13 million,, of which $7$7 million was included in other current liabilities.liabilities. The reserve includes estimated probable future costs of $2$3 million for federal Superfund and comparable state-managed sites; $8$7 million for formerly owned or operated sites for which the Company has remediation or indemnification obligations; $1$2 million for owned or controlled sites at which Company operations have been or plan to be discontinued; and $1$1 million for sites utilized by the Company in its ongoing operations. The Company continues to evaluate whether it may be able to recover a portion of future costs for environmental liabilities from third parties and to pursue such recoveries where appropriate.
Based on currently available information, it is reasonably possible that the costs for active matters may exceed the Company’s recorded reserves by as much as $15$17 million. Future investigation or remediation activities may result in the discovery of additional hazardous materials, potentially higher levels of contamination than discovered during prior investigation, and may impact costs ofassociated with the success or lack thereof in remedial solutions. Therefore, future developments, administrative actions or liabilities relating to environmental matters could have a material adverse effect on the Company’s consolidated financial condition or results of operations.
The timing of expenditures depends on a number of factors that vary by site. The Company expects that it will expend present accruals over many years and that remediation of all sites with which it has been identified will be completed within thirty years.
A number of other lawsuits, claims and proceedings have been or may be asserted against the Company relating to the conduct of its currently and formerly owned businesses, including those pertaining to product liability, environmental, health and safety matters and occupational disease (including as each relates to alleged asbestos exposure), as well as patent infringement, commercial, government contracting, construction, employment, employee and retiree benefits, taxes, environmental, health and safety, occupational disease, and stockholder and corporate governance matters. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s consolidated 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.
ATI Titanium LLC (ATI Titanium), a subsidiary of ATI Inc., was party to a lawsuit captioned US Magnesium, LLC v. ATI Titanium LLC (Case No. 2:17-cv-00923-DB) and filed in federal district court in Salt Lake City, UT, pertaining to a Supply and Operating Agreement between US Magnesium LLC (USM) and ATI Titanium entered into in 2006 (the Supply Agreement). In 2016, ATI Titanium notified USM that it would suspend performance under the Supply Agreement in reliance on certain terms and conditions included in the Supply Agreement. USM subsequently filed a claim challenging ATI Titanium’s right to suspend performance under the Supply Agreement. ATI Titanium and USM reached a litigation settlement in fiscal year 2022 for $28.5 million, which is reported within other (nonoperating) expense on the consolidated statement of operations and was paid in the fiscal year ended January 1, 2023.
Note 21. Selected22. Quarterly Financial Data
(Unaudited)
The following selected quarterly operating results for each quarter of fiscal years 2023 and 2022 have been revised to reflect the voluntary change in accounting method as described in Note 1. |
| | | | | | | | | | | | | | | | |
| | | Quarter Ended |
| (In millions, except per share amounts) | | March 31 | | June 30 | | September 30 | | December 31 |
| 2017 - | | | | | | | | |
| Sales | | $ | 865.9 |
| | $ | 880.2 |
| | $ | 869.1 |
| | $ | 909.9 |
|
| Gross Profit | | 112.8 |
| | 112.3 |
| | 93.3 |
| | 130.6 |
|
| Net income (loss) | | 21.1 |
| | 13.4 |
| | (119.4 | ) | | 5.2 |
|
| Net income (loss) attributable to ATI | | 17.5 |
| | 10.1 |
| | (121.2 | ) | | 1.7 |
|
| Basic income (loss) attributable to ATI per common share | | $ | 0.16 |
| | $ | 0.09 |
| | $ | (1.12 | ) | | $ | 0.01 |
|
| Diluted income (loss) attributable to ATI per common share | | $ | 0.16 |
| | $ | 0.09 |
| | $ | (1.12 | ) | | $ | 0.01 |
|
| Average shares outstanding | | 108.8 |
| | 108.9 |
| | 108.9 |
| | 118.6 |
|
| 2016 - | | | | | | | | |
| Sales | | $ | 757.5 |
| | $ | 810.5 |
| | $ | 770.5 |
| | $ | 796.1 |
|
| Gross Profit (loss) | | (33.2 | ) | | 48.2 |
| | 50.2 |
| | 97.3 |
|
| Net income (loss) | | (98.1 | ) | | (15.5 | ) | | (527.2 | ) | | 13.7 |
|
| Net income (loss) attributable to ATI | | (101.2 | ) | | (18.8 | ) | | (530.8 | ) | | 9.9 |
|
| Basic income (loss) attributable to ATI per common share | | $ | (0.94 | ) | | $ | (0.18 | ) | | $ | (4.95 | ) | | $ | 0.09 |
|
| Diluted income (loss) attributable to ATI per common share | | $ | (0.94 | ) | | $ | (0.18 | ) | | $ | (4.95 | ) | | $ | 0.09 |
|
| Average shares outstanding | | 109.0 |
| | 108.9 |
| | 108.9 |
| | 108.9 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Quarter Ended |
| (In millions except share and per share amounts) | | April 2, 2023 | | July 2, 2023 | | October 1, 2023 | | December 31, 2023 |
| Fiscal Year 2023 - | | | | | | | | |
| Sales | | $ | 1,038.1 | | | $ | 1,046.0 | | | $ | 1,025.6 | | | $ | 1,064.0 | |
| Operating income | | 112.6 | | | 120.3 | | | 125.2 | | | 108.3 | |
| Net income | | 86.6 | | | 93.5 | | | 94.1 | | | 149.2 | |
| Net income attributable to ATI | | 84.5 | | | 90.4 | | | 90.2 | | | 145.7 | |
| Basic income attributable to ATI per common share* | | $ | 0.66 | | | $ | 0.70 | | | $ | 0.70 | | | $ | 1.15 | |
| Diluted income attributable to ATI per common share* | | $ | 0.58 | | | $ | 0.62 | | | $ | 0.62 | | | $ | 0.99 | |
| | Quarter Ended |
| | April 3, 2022 | | July 3, 2022 | | October 2, 2022 | | January 1, 2023 |
| Fiscal Year 2022- | | | | | | | | |
| Sales | | $ | 834.1 | | | $ | 959.5 | | | $ | 1,032.0 | | | $ | 1,010.4 | |
| Operating income | | 77.0 | | | 17.2 | | | 113.2 | | | 108.7 | |
| Net income | | 51.2 | | | 10.4 | | | 80.2 | | | 197.3 | |
| Net income attributable to ATI | | 46.9 | | | 6.7 | | | 76.9 | | | 193.0 | |
| Basic income attributable to ATI per common share* | | $ | 0.37 | | | $ | 0.05 | | | $ | 0.59 | | | $ | 1.49 | |
| Diluted income attributable to ATI per common share* | | $ | 0.33 | | | $ | 0.05 | | | $ | 0.53 | | | $ | 1.30 | |
Third* The sum of quarterly earnings per share may not equal the annual earnings per share due to changes in the weighted-average shares between periods and the dilutive effect of dilutive share equivalents.
The comparability of the Company’s quarterly financial results during fiscal years 2023 and 2022 was impacted by certain items, as follows:
First quarter 2017 includesof fiscal year 2023 results include a $114.4$1.2 million pre-tax ($113.61.1 million, net of tax) non-cash goodwill impairment charge for costs to restart the Company’s Cast Products business. See Note 4titanium operations in Albany, OR.
Second quarter of fiscal year 2023 results include pre-tax charges totaling $10.6 million ($10.2 million, net of tax), which include $4.5 million for further explanation.start-up costs, $2.7 million of severance-related restructuring charges, $2.8 million primarily for asset write-offs related to the closure of our Robinson, PA operation, and $0.6 million for the loss on the sale of the Company’s Northbrook, IL operation.
Third quarter of fiscal year 2023 results include pre-tax net charges totaling $4.2 million ($4.0 million, net of tax), which include $2.8 million for start-up costs and $1.9 million of costs associated with an unplanned outage at the Company’s Lockport, NY melt facility, partially offset by a $0.5 million credit for restructuring charges, primarily related to lowered severance-related reserves based on changes in planned operating rates and revised workforce reduction estimates.
Fourth quarter 2017 includesof fiscal year 2023 results include net pre-tax charges totaling $88.3 million ($84.7 million, net of tax), which include $3.0 million for start-up costs, $5.5 million of severance-related restructuring charges, $11.3 million for inventory and asset write-offs related to the restructuring of the Company’s European operations, $26.8 million for a $37.0pension plan remeasurement loss, and $41.7 million for a pension plan settlement loss. Fourth quarter of fiscal year 2023 results also include a $140.3 million discrete tax benefit primarily related to the reversal of a portion of deferred tax valuation allowances due to exiting the three-year cumulative loss condition for U.S. Federal and state jurisdictions at fiscal year-end 2023.
First quarter of fiscal year 2022 results include net pre-tax net charges totaling $25.8 million ($25.8 million, net of tax), which include an $8.6 million litigation reserve for the case of US Magnesium, LLC v. ATI Titanium LLC and a $25.1 million partial loss on the sale of the Company’s Sheffield, UK operations, partially offset by a $1.1 million credit for restructuring charges, primarily related to lowered severance-related reserves based on changes in planned operating rates and revised workforce reduction estimates and a $6.8 million gain on the sale of the Company’s Pico Rivera, CA operations.
Second quarter of fiscal year 2022 results include net pre-tax net charges totaling $85.8 million ($85.9 million, net of tax), which include an $87.1 million loss on the sale of our Sheffield, UK operations, which was completed in the second quarter of fiscal year 2022, partially offset by a $1.3 million credit for restructuring charges, primarily related to lowered severance-related reserves based on changes in planned operating rates and revised workforce reduction estimates.
Third quarter of fiscal year 2022 results include pre-tax net charges totaling $17.3 million ($16.3 million, net of tax), which include a $19.9 million litigation reserve, partially offset by a $2.6 million credit for restructuring charges, primarily related to lowered severance-related reserves based on changes in planned operating rates and revised workforce reduction estimates.
Fourth quarter of fiscal year 2022 results include a $100.3 million pre-tax and net of tax debt extinguishment charge forpension plan remeasurement gain.
Below reflects the full redemptionquarterly impact of the $350 million, 9.375% Senior Noteschange in accounting principle on our quarterly financial data presented: | | | | | | | | | | | | | | | | | | | | |
| (dollars in millions, except per share data) | | As Computed Under Previous Policy | | As Reported Under New Policy | | Effect of Accounting Change |
| | | | | | |
| Three months ended April 2, 2023 | | | | | | |
| Net income | | $ | 72.2 | | | $ | 86.6 | | | $ | 14.4 | |
| Net income attributable to ATI | | $ | 70.1 | | | $ | 84.5 | | | $ | 14.4 | |
| Basic income attributable to ATI per common share* | | $ | 0.55 | | | $ | 0.66 | | | $ | 0.11 | |
| Diluted income attributable to ATI per common share* | | $ | 0.48 | | | $ | 0.58 | | | $ | 0.10 | |
| | | | | | |
| Three months ended July 2, 2023 | | | | | | |
| Net income | | $ | 79.1 | | | $ | 93.5 | | | $ | 14.4 | |
| Net income attributable to ATI | | $ | 76.0 | | | $ | 90.4 | | | $ | 14.4 | |
| Basic income attributable to ATI per common share* | | $ | 0.59 | | | $ | 0.70 | | | $ | 0.11 | |
| Diluted income attributable to ATI per common share* | | $ | 0.52 | | | $ | 0.62 | | | $ | 0.10 | |
| | | | | | |
| Three months ended October 1, 2023 | | | | | | |
| Net income | | $ | 79.6 | | | $ | 94.1 | | | $ | 14.5 | |
| Net income attributable to ATI | | $ | 75.7 | | | $ | 90.2 | | | $ | 14.5 | |
| Basic income attributable to ATI per common share* | | $ | 0.59 | | | $ | 0.70 | | | $ | 0.11 | |
| Diluted income attributable to ATI per common share* | | $ | 0.52 | | | $ | 0.62 | | | $ | 0.10 | |
| | | | | | |
| Three months ended December 31, 2023 | | | | | | |
| Net income (loss) | | $ | (550.1) | | | $ | 149.2 | | | $ | 699.3 | |
| Net income (loss) attributable to ATI | | $ | (553.6) | | | $ | 145.7 | | | $ | 699.3 | |
| Basic income (loss) attributable to ATI per common share* | | $ | (4.35) | | | $ | 1.15 | | | $ | 5.50 | |
| Diluted income (loss) attributable to ATI per common share* | | $ | (4.35) | | | $ | 0.99 | | | $ | 5.34 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| (dollars in millions, except per share data) | | As Computed Under Previous Policy | | As Reported Under New Policy | | Effect of Accounting Change |
| Three months ended April 3, 2022 | | | | | | |
| Net income | | $ | 35.2 | | | $ | 51.2 | | | $ | 16.0 | |
| Net income attributable to ATI | | $ | 30.9 | | | $ | 46.9 | | | $ | 16.0 | |
| Basic income attributable to ATI per common share* | | $ | 0.24 | | | $ | 0.37 | | | $ | 0.13 | |
| Diluted income attributable to ATI per common share* | | $ | 0.23 | | | $ | 0.33 | | | $ | 0.10 | |
| | | | | | |
| Three months ended July 3, 2022 | | | | | | |
| Operating income (loss) | | $ | (11.6) | | | $ | 17.2 | | | $ | 28.8 | |
| Net income (loss) | | $ | (34.3) | | | $ | 10.4 | | | $ | 44.7 | |
| Net income (loss) attributable to ATI | | $ | (38.0) | | | $ | 6.7 | | | $ | 44.7 | |
| Basic income (loss) attributable to ATI per common share* | | $ | (0.31) | | | $ | 0.05 | | | $ | 0.36 | |
| Diluted income (loss) attributable to ATI per common share* | | $ | (0.31) | | | $ | 0.05 | | | $ | 0.36 | |
| | | | | | |
| Three months ended October 2, 2022 | | | | | | |
| Net income | | $ | 64.4 | | | $ | 80.2 | | | $ | 15.8 | |
| Net income attributable to ATI | | $ | 61.1 | | | $ | 76.9 | | | $ | 15.8 | |
| Basic income attributable to ATI per common share* | | $ | 0.47 | | | $ | 0.59 | | | $ | 0.12 | |
| Diluted income attributable to ATI per common share* | | $ | 0.42 | | | $ | 0.53 | | | $ | 0.11 | |
| | | | | | |
| Three months ended January 1, 2023 | | | | | | |
| Net income | | $ | 81.2 | | | $ | 197.3 | | | $ | 116.1 | |
| Net income attributable to ATI | | $ | 76.9 | | | $ | 193.0 | | | $ | 116.1 | |
| Basic income attributable to ATI per common share* | | $ | 0.60 | | | $ | 1.49 | | | $ | 0.89 | |
| Diluted income attributable to ATI per common share* | | $ | 0.53 | | | $ | 1.30 | | | $ | 0.77 | |
* The sum of quarterly earnings per share may not equal the annual earnings per share due 2019. Fourth quarter 2017 also includes $4.1 million of tax benefits from the 2017 Tax Cuts and Jobs Act legislation. Fourth quarter 2017 shares outstanding reflect the Company's issuance of 17 million shares of common stock on November 7, 2017 (see Note 13 for further explanation).
First quarter 2016 results include a $9.0 million pre-tax ($6.7 million, net of tax) charge for severance obligationsto changes in the FRP operations, and $26.4 million pre-tax ($19.7 million, net of tax) of work stoppage and return-to-work costs primarily affecting FRP operations following the ratification of the new labor agreement for USW-represented employees. First quarter 2016 results also include $12.0 million of below-normal income tax benefits compared to those that would apply at a standard 35% tax rate.
Second quarter 2016 results include $22.4 million pre-tax ($8.4 million, net of tax) of work stoppage and return-to-work costs affecting FRP operations, and $11.4 million of above-normal income tax benefits compared to those that would apply at a standard 35% tax rate.
Third quarter 2016 results include $471.3 million pre-tax ($310.3 million, net of tax) long-lived asset impairment charges, $16.3 million pre-tax ($10.7 million, net of tax) of facility shutdown and idling costs, and $11.3 million pre-tax ($7.4 million, net of tax) of inventory valuation charges for titanium sponge. These charges primarily related to the indefinite idling of the Company’s Rowley, UT titanium sponge facility. In addition, third quarter 2016 results include a $173.1 million charge for income tax valuation allowances recorded on U.S. federal deferred tax assets.
Fourth quarter 2016 results include $15.4 million pre-tax ($10.0 million, net of tax) of facility shutdown and idling costs primarily related to the indefinite idling of the Company’s Rowley, UT titanium sponge facility, the consolidation of certain titanium manufacturing operationsweighted-average shares between periods and the permanent closuredilutive effect of the Midland, PA commodity stainless steel melt and sheet finishing facility and the Bagdad, PA GOES finishing facility. In addition, fourth quarter 2016 results include $13.2 million pre-tax ($8.6 million, net of tax) of employee benefit costs associated with these facility idlings and closures as well as additional FRP severance charges for salaried workforce reductions. Fourth quarter 2016 results also include $32.4 million for above-normal income tax benefits compared to those that would apply at a standard 35% tax rate. The above-normal income tax benefit is due primarily to a $22.5 million correcting adjustment to reduce income tax valuation allowances on U.S. deferred tax assets that were established in the third quarter 2016; the correcting adjustment was not deemed material to the third quarter results.dilutive share equivalents.
Net of tax amounts presented above generally use the effective tax rate for the applicable quarterly period which differs from the effective tax rate for the full year. In periods with significant tax valuation allowance adjustments, net of tax amounts use a standard 35% tax rate, with separate identification by quarter of unusual income tax provision or benefit effects.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
In accordance with Securities Exchange Act Rules 13-1-15(e) and 15d-15(e), our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2017.2023.
(b) Management’s Report on Internal Control over Financial Reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.2023. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO) in Internal Control-Integrated Framework.
Based on that assessment, the Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2017,2023, the Company’s internal control over financial reporting was effective based on those criteria.
The Company’s independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report issued an attestation report on effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.2023.
(c) Changes to Internal Control over Financial Reporting.
There were no changes to our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 20172023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Certifications
The certifications of the Company’s Chief Executive Officer and Chief Financial Officer required by the Sarbanes-Oxley Act are included as Exhibits 31 and 32 to this Annual Report on Form 10-K. In addition, in 2017,fiscal year 2023, the Company’s Chief Executive Officer provided to the New York Stock Exchange the annual CEO certification pursuant to Section 303A regarding the Company’s compliance with the New York Stock Exchange’s corporate governance listing standards.
Report of Independent Registered Public Accounting Firm
To the ShareholdersStockholders and the Board of Directors of
Allegheny Technologies Incorporated and Subsidiaries
ATI Inc.
Opinion on Internal Control overOver Financial Reporting
We have audited Allegheny Technologies IncorporatedATI Inc. and Subsidiaries’subsidiaries’ internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Allegheny Technologies IncorporatedATI Inc. and Subsidiariessubsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20172023 and 2016, andJanuary 1, 2023, the related consolidated statements of operations, comprehensive income (loss), cash flows and statements of changes in consolidated equity for each of the three years in the period ended December 31, 2017,2023, and the related notes and our report dated February 20, 201823, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
February 20, 201823, 2024
Item 9B. Other Information
Rule 10b5-1 Plan Elections
During the quarterly period ended December 31, 2023, Timothy J. Harris entered into a pre-arranged stock trading plan on November 14, 2023, which provides for the potential sale of up to 12,650 shares of the Company’s Common Stock between February 12, 2024 and November 8, 2024.
This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense criteria articulated by Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, as well as the Company’s policies and procedures pertaining to transactions in Company securities.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information concerning our directors required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Our Corporate Governance” and “Election of Directors” and the information concerning our executive officers required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Members of ATI's Executive Management,” in the Allegheny TechnologiesATI Proxy Statement for the 20182024 Annual Meeting of Stockholders (the “2018“2024 Proxy Statement”), which will be filed with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year. Information concerning the Audit and Risk Committee and its financial expert required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Our Corporate Governance-Board Information- Board Committees” in the 2018 Proxy Statement. Information required by this item regarding compliance with Section 16(a) of the Exchange Act is incorporated and made a part hereof by reference to the material appearing under the heading “Stock Ownership Information- Section 16(a) Beneficial Ownership Reporting Compliance” in the 20182024 Proxy Statement.
Allegheny TechnologiesATI has adopted Corporate Guidelines for Business Conduct and Ethics that apply to all employees including its principal executive officer or principal financial officer, principaland accounting officer, or controller, or persons performing similar functions. The Corporate Guidelines for Business Conduct and Ethics as well as the charters for the Company’s Audit Finance,and Risk, Nominating and Governance, Personnel and Compensation, and Technology Committees, as well as periodic and current reports filed with the SEC, are available through the Company’s website at http://www.atimetals.comwww.atimaterials.com and are available in print free of charge to any shareholder upon request. To obtain a copy, contact the Corporate Secretary, Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479ATI Inc., 2021 McKinney Avenue, Dallas, Texas 75201 (telephone: 412-394-2800)800-289-7454). The Company intends to post on its website any waiver from or amendment to the guidelines that apply to the Company’s Principal Executive Officer or Principal Financial Officer or Principaland Accounting Officer or Controller (or persons performing similar functions) that relate to elements of the code of ethics identified by the Securities and Exchange Commission in Item 406(b) of Regulation S-K.
Item 11. Executive Compensation
Information required by this item is incorporated by reference to “Our Corporate Governance- Director Compensation,” “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” as set forth in the 20182024 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information relating to the ownership of equity securities by certain beneficial owners and management is incorporated by reference to “Stock Ownership Information” as set forth in the 20182024 Proxy Statement.
Equity Compensation Plan Information
Information about our equity compensation plans at December 31, 20172023 was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | (a) | | | | |
| (In thousands, except per share amounts) | | Number of
Shares to be
Issued Upon
Exercise of
Outstanding
Options, Warrants and Rights (1) | | Weighted
Average
Exercise Price of
Outstanding
Options, Warrants and Rights (2) | | Number of Shares
Remaining Available
for Future Issuance
Under Equity
Compensation Plans (3)
(excluding securities
reflected in column (a)) |
| Equity Compensation Plans Approved by Shareholders | | $ | 5,094 | | | $ | — | | | $ | 5,360 | |
| Equity Compensation Plans Not Approved by Shareholders | | — | | | — | | | — | |
| Total | | 5,094 | | | $ | — | | | $ | 5,360 | |
(1)Includes stock-settled equity awards previously granted under the ATI Inc. 2022 Incentive Plan (the “2022 Incentive Plan”) and prior incentive plans. Amounts reflected for performance share unit awards represent the maximum number of shares that could be awarded at the conclusion of the applicable performance cycle.
(2)Outstanding stock-settled awards are not included in this calculation.
(3)Represents shares available for issuance under the 2022 Incentive Plan (which provides for the issuance of stock options, stock appreciation rights, restricted shares, restricted stock units, performance and other stock-based awards). See Note 16. Stockholders’ Equity for a discussion of the Company’s stock-based compensation plans.
|
| | | | | | | | | | |
| | | (a) | | | | |
| (In thousands, except per share amounts) | | Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (2) | | Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (3) (excluding securities reflected in column (a)) |
| Equity Compensation Plans Approved by Shareholders | | 3,017 |
| | $ | — |
| | 5,621 |
|
| Equity Compensation Plans Not Approved by Shareholders | | — |
| | — |
| | — |
|
| Total | | 3,017 |
| | $ | — |
| | 5,621 |
|
| |
(1) | Includes stock-settled equity awards previously granted under the Allegheny Technologies Incorporate 2015 Incentive Plan (the “2015 Incentive Plan”) and the Allegheny Technologies Incorporate 2017 Incentive Plan (the “2017 Incentive Plan”). Amounts reflected for such performance-based awards represent the maximum number of shares to be awarded at the conclusion of the applicable performance cycle. |
| |
(2) | Outstanding stock-settled awards are not included in this calculation. |
| |
(3) | Represents shares available for issuance under the 2017 Incentive Plan (which provides for the issuance of stock options, stock appreciation rights, restricted shares, restricted stock units, performance and other stock-based awards). See Note 13. Stockholders’ Equity for a discussion of the Company’s stock-based compensation plans. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this item is incorporated by reference to “Related Party Transactions” and “Our Corporate Governance- Board Information- Board Composition and Independence” as set forth in the 20182024 Proxy Statement.
Item 14. Principal Accountant Fees and Services
Information required by this item is incorporated by reference to “Ratification of Selection of Independent Auditors” as set forth in the 20182024 Proxy Statement.
PART IV
Item 15. Exhibits, Financial Statements and Financial Statement Schedules
(a) Financial Statements, Financial Statement Schedules and Exhibits:
(1) Financial Statements
The following consolidated financial statements and report are filed as part of this report under Item 8 – “Financial Statements and Supplementary Data”:
The report of ATI’s independent registered public accounting firm (PCAOB ID: 42) with respect to the above-referenced financial statements and their report on internal control over financial reporting are included in Item 8 and Item 9A of this Form 10-K. Their consent appears as Exhibit 23.1 of this Form 10-K.
(2) Financial Statement Schedules
All schedules set forth in the applicable accounting regulations of the Securities and Exchange Commission either are not required under the related instructions or are not applicable and, therefore, have been omitted.
(3) Exhibits
Exhibits required to be filed by Item 601 of Regulation S-K are listed below. Documents not designated as being incorporated herein by reference are filed herewith. The paragraph numbers correspond to the exhibit numbers designated in Item 601 of Regulation S-K.
EXHIBIT INDEX
| | | | | | | | |
Exhibit
No. | | Description |
| | |
Exhibit
No.
3.1 | | Description |
| | |
3.1 | | |
| 3.2 | | Third Amended and Restated Bylaws |
| 3.3 | |
|
| 4.1 | | |
| 4.2 | | |
4.24.3 | | |
4.34.4 | | |
4.44.5 | | Third Supplemental Indenture, dated January 7, 2011, between Allegheny Technologies Incorporated and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated January 7, 2011 (File No. 1-12001)). |
4.5 | | |
| 4.6 | | Fourth |
4.7 | | Form of 5.875% Senior Note due 2023 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated July 12, 2013 (File No. 1-12001)). |
4.8 | | Fifth Supplemental Indenture, dated May 24, 2016,November 19, 2019, between Allegheny Technologies Incorporated and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated May 24, 2016November 22, 2019 (File No. 1-12001)).
|
4.94.7 | | |
| 4.8 | |
|
10.14.9 | | |
| 4.10 | | |
| 4.11 | | |
| | | | | | | | |
Exhibit
No. | | Description |
| 4.12 | | |
| 4.13 | | |
| 4.14 | | |
| 4.15 | | |
| 10.1 | | |
| 10.2 | | Supplemental Pension Plan for Certain Key Employees of Allegheny Technologies Incorporated and its subsidiaries (formerly known as the Allegheny Ludlum Corporation Key Man Salary Continuation Plan) (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12001)).* |
10.3 | | |
10.410.3 | | |
10.510.4 | | Administrative Rules for the Non-Employee Director Restricted Stock Program, effective as of May 2, 2007, as amended through May 7, 2010 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No. 1-12001)).* |
10.6 | | Allegheny Technologies Incorporated 2007 Incentive Plan As Amended and Restated, effective May 7, 2010 (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 dated May 7, 2010 (File No 333-166628)).* |
10.7 | | Aircraft Time Sharing Agreement, effective as of January 1, 2012, by and between Allegheny Technologies Incorporated and Richard J. Harshman (incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 1-12001)). |
|
| | |
Exhibit
No.
| | Description |
10.8 | | Form of Performance/Restricted Stock Agreement dated February 22, 2012 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10- for the quarter ended March 31, 2012 (File No. 1-12001)).* |
10.9 | | Form of Clawback Agreement regarding incentive payments under the Annual Incentive Plan dated March 15, 2012 (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12001)).* |
10.10 | | Form of Clawback Agreement regarding incentive payments under the long-term incentive plans dated March 15, 2012 (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12001)).* |
10.11 | | Amendment No. 1 to the Allegheny Technologies Incorporated 2007 Incentive Plan, as Amended and Restated, effective May 11, 2012 (incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 dated May 17, 2012 (File No. 333-181491)).* |
10.12 | | Form of Performance/Restricted Stock Agreement dated February 28, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (File No. 1-12001)).* |
10.13 | | Amended and Restated Change in Control Severance Agreement between the Company and Richard J. Harshman, dated August 2, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 1-12001)).* |
10.14 | | Form of Amended and Restated Change in Control Severance Agreement (incorporated by reference to Exhibit 10.399.1 to the Registrant’s QuarterlyCurrent Report on Form 10-Q for the quarter ended September 30, 20138-K dated December 10, 2019 (File No. 1-12001)).* |
10.1510.5 | | Form of 2014 Performance/Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12001)).* |
10.16 | | Form of Amended and Restated Change in Control Severance Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12001)).* |
10.17 | | Form of Long Term Shareholder Value Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 1-12001)).* |
10.18 | | Form of Performance/Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 1-12001)).* |
10.19 | | Form of Total Shareholder Return Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 1-12001)).* |
10.20 | | |
10.2110.6 | | |
10.2210.7 | | Administrative Rules for the Non-Employee Director
|
| 10.8 | | |
| 10.9 | | |
10.2310.10 | |
|
10.2410.11 | | Form of Annual Performance Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 6, 2016 (File No. 1-12001)).*
|
10.25 | | Allegheny Technologies Incorporated 2017ATI Inc. 2022 Incentive Plan (incorporated by reference to Exhibit 10.1Appendix A to the Registrant's QuarterlyRegistrant’s Definitive Proxy Statement filed on March 25, 2022 (File No 1-12001)). |
| 10.12 | | |
10.2610.13 | | |
| 10.14 | | Revolving Credit |
| 10.15 | | |
| 10.16 | | |
| 10.17 | | Retirement, Transition and SecurityRelease Agreement, dated as of September 15, 2015,January 8, 2024, by and amongbetween the borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as LenderCompany and Agent, and PNC Capital Markets LLC, as Sole Lead Arranger and Sole BookrunnerElliot S. Davis (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 25, 2015January 10, 2024 (File No. 1-12001)1-12002)).* |
10.2710.18 | | First Amendment toAmended and Restated Revolving Credit, Term Loan, Delayed Draw Term Loan and Security Agreement, dated as of May 13, 2016,September 30, 2019, by and among the borrowers party thereto, the Company and other guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as agentLender and Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (File No. 1-12001)). |
| | | | | | | | |
Exhibit
No. | | Description |
| 10.19 | | Amendment No. 2, dated as of September 9, 2022, to First Amended and Restated Revolving Credit, Term Loan, Delayed Draw Term Loan and Security Agreement, dated as of September 30, 2019, by and among the borrowers party thereto, the Company and other guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as Lender and Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No. 1-12001). |
| 10.20 | |
|
10.2818.1 | |
|
|
| | |
Exhibit
No.
| | Description |
10.29 | | Second Amendment to Revolving Credit and Security Agreement, dated June 21, 2017, by and among the borrowers party thereto, the guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, in its capacity as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed June 27, 2017). |
12.1 | | |
| 21.1 | | |
| 23.1 | | |
| 31.1 | | |
| 31.2 | | |
| 32.1 | | |
101.INS97.1 | | |
| 101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema DocumentDocument. |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase DocumentDocument. |
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| 104 | | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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* | Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Report. |
* Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Report.
Certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries have been omitted from the Exhibits in accordance with Item 601(b)(4)(iii) of Regulation S-K. A copy of any omitted document will be furnished to the Commission upon request.
Item 16. Form 10-K Summary
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | | | | |
| | ATI INC. |
| | | | |
| Date: | February 23, 2024 | By | | /s/ Robert S. Wetherbee |
| | | | | ALLEGHENY TECHNOLOGIES INCORPORATEDRobert S. Wetherbee |
| | | | | | | |
Date: | February 20, 2018 | By | | /s/ Richard J. Harshman |
| | | | Richard J. Harshman |
| | | | Chairman, PresidentBoard Chair and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and as of the 20th23rd day of February, 2018.
| | | | | | | | |
| | |
/s/ Richard J. HarshmanRobert S. Wetherbee | | /s/ Patrick J. DeCourcyDonald P. Newman |
Richard J. HarshmanRobert S. Wetherbee
Chairman, PresidentBoard Chair and Chief
Executive Officer and Director
(Principal Executive Officer) | | Patrick J. DeCourcyDonald P. Newman
SeniorExecutive Vice President, Finance and Chief Financial Officer
(Principal Financial Officer) |
| | |
| | /s/ Karl D. Schwartz |
| | Karl D. Schwartz
Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
|
| | |
| | |
| /s/ Leroy M. Ball | | /s/ J. Brett Harvey |
Leroy M. Ball Director | | J. Brett Harvey Director |
| | |
| /s/ Herbert J. Carlisle | | /s/ David P. Hess |
Herbert J. Carlisle Director | | David P. Hess Director |
| | |
| /s/ Carolyn Corvi | | /s/ David J. MorehouseMarianne Kah |
Carolyn Corvi Director | | Marianne Kah Director |
| | |
| /s/ James C. Diggs | | /s/ David J. Morehouse |
James C. Diggs Director | | David J. Morehouse Director |
| | |
/s/ Diane C. CreelKimberly A. Fields | | /s/ John R. PipskiRuby Sharma |
Diane C. CreelKimberly A. Fields
Director | | John R. PipskiRuby Sharma
Director |
| | |
/s/ James C. Diggs | | /s/ James E. Rohr |
James C. Diggs
Director
| | James E. Rohr
Director
|
| | |
/s/ J. Brett Harvey | | /s/ John D. Turner |
J. Brett Harvey
Director
| | John D. Turner
Director
|
| | |
/s/ Barbara S. Jeremiah | | |
Barbara S. Jeremiah
Director
| | |