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 CORRESP

 ATI Inc. 2021 McKinney
Avenue Suite 1100 Dallas, TX 75201
 www.ATImaterials.com April 22, 2025
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Manufacturing 100 F Street,
N.E. Washington, D.C. 20549 Attention: Claire Erlanger
 Re: ATI Inc. Form
 10-K for the Fiscal Year Ended December 29, 2024 Form 8-K furnished
February 4, 2025 File No. 001-12001
 Ladies and Gentlemen: ATI Inc (“ATI” or the
“Company”) is in receipt of the comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated March 14, 2025,
with respect to the above-referenced Annual Report on Form 10-K for the Fiscal Year ended December 29, 2024 (the “Form 10-K”) and the above-referenced
Current Report on Form 8-K furnished on February 4, 2025 (the “Form 8-K”).
 For the Staff’s convenience, the text of the Staff’s comments is set forth below, followed by the Company’s responses. All terms used but not
defined herein have the meanings assigned to such terms in the Form 10-K and Form 8-K, as applicable. Page references in the text of our responses correspond to page
numbers in the Form 10-K and Form 8-K, as applicable. Form 10-K for the Fiscal Year Ended December 29, 2024 Management’s Discussion and Analysis of Financial
Condition and Results of Operations Results by Business Segment, page 24 SEC Comment No. 1:
 We refer to your presentation of Total Segment EBITDA. When this measure is presented outside of the ASC 280 disclosure in the notes to the financial
statements, it must comply with the non-GAAP guidance. Please note that the measure must not exclude normal, recurring operating expenses. See Question 100.01 of the SEC Staff’s C&DIs on Non-GAAP Financial Measures. If you believe that presentation of this non-GAAP measure is appropriate, please revise to address the following:

 •

 Explicitly identify this as a non-GAAP measure;

 •

 Begin the reconciliation with the most directly comparable GAAP measure rather than the non-GAAP measure; and

 •

 Reconcile to net income in accordance with Question 103.01 of the SEC Staff’s
 Non-GAAP Compliance and Disclosure Interpretations

 United States Securities and Exchange Commission
 April 22, 2025 Page
 2

 Refer to Item 10(e) of Regulation S-K. Similarly, the reconciliation
for Adjusted EBITDA should also begin with the comparable GAAP measure. Please note this comment also applies to your disclosure in your earnings releases furnished on Form 8-K.
 Response: We acknowledge the Staff’s comments as
well as the guidance included in Question 100.01 of the SEC Staff’s Compliance & Disclosures Interpretations (“CD&Is”). Management believes the presentation of segment EBITDA is appropriate and in compliance with Question
100.01 of the SEC Staff’s CD&Is on the Non-GAAP Financial Measures. Management further agrees that segment EBITDA should be more clearly identified as a
 non-GAAP financial measure when presented outside of the ASC 280 disclosure in the notes to the financial statements.
 The Company, in future filings, will revise our disclosure of Total segment EBITDA to clearly identify this as a
 non-GAAP measure. Further, we will revise our reconciliation of both Adjusted EBITDA and Total segment EBITDA to begin the reconciliation with net income attributable to ATI in accordance with Question 103.02
of the SEC Staff’s Compliance & Disclosures Interpretations (“CD&Is”) on Non-GAAP Financial Measures.
 We will make these revisions beginning with our Form 10-Q for the quarterly period ended March 30, 2025. Further,
we will make similar revisions to our non-GAAP reconciliations for Adjusted EBITDA and Total segment EBITDA in future earnings releases furnished on Form 8-K, in
addition to those revisions discussed below in our responses to the Staff’s comments on our Form 8-K furnished on February 4, 2025. We anticipate filing the Form
 10-Q and Form 8-K (earnings release) for the quarterly period ended March 30, 2025 on Thursday, May 1, 2025.
 For illustrative purposes, we have included the below sample revised disclosure that would replace the last paragraph on page 23 and would replace the table
under “Results by Business Segment” on page 24 of Form 10-K: [We have omitted certain paragraphs
discussing our consolidated and segment results as well as the notes explaining the special items for purposes of this illustration.]
 Results by Business Segment
 ATI utilizes Adjusted EBITDA and Segment EBITDA, which are non-GAAP financial measures to assist in
assessing operating performance on a consistent basis across multiple reporting periods by removing the impact of special items, which can vary from period to period, that management does not believe are directly reflective of the Company’s
core operations. The Company defines special items as significant non-recurring or non-operational charges or credits, including restructuring charges or credits, gains
or losses from the sale of accounts receivables, strike related costs, goodwill and long-lived asset impairments, debt extinguishment charges, pension remeasurement gains and losses, other postretirement/pension curtailment and settlement gains and
losses, and gains or losses on sales of businesses.

 United States Securities and Exchange Commission
 April 22, 2025 Page
 3

 We define Adjusted EBITDA as net income, excluding net interest expense, income taxes,
depreciation and amortization, and special items. Our measure of Segment EBITDA, which we use to analyze the performance and
results of our business segments, excludes net interest expense, income taxes, depreciation and amortization, special charges, corporate expenses, closed operations and other income (expense).
 Management believes presenting these non-GAAP financial measures is useful to investors because it
(1) provides investors with meaningful supplemental information regarding financial and operating performance by excluding certain items management believes do not directly impact the Company’s core operations, (2) permits investors
to view performance using the same metrics that management uses to forecast, evaluate performance, and make operating and strategic decisions, and (3) provides additional information useful to investors on a period-to-period consistent basis that are commonly used to analyze companies’ operating performance. Management believes that consideration of these non-GAAP
financial measures, together with our GAAP financial measures and the corresponding reconciliations, provides investors with additional understanding of the Company’s performance and trends that would be absent such disclosures.
 Non-GAAP financial measures should be viewed in addition to, and not superior to or as an
alternative for, the Company’s reported results prepared in accordance with GAAP. The following table provides the reconciliation of net income attributable to ATI to the Adjusted EBITDA and Total segment EBITDA
 non-GAAP financial measures:

 Reconciliation of net income attributable to ATI to Adjusted

 EBITDA and Total segment EBITDA

 Fiscal Year Ended

 December 29, 2024

 December 31, 2023

 January 1, 2023

 Net income attributable to ATI

 $
 367.8

 $
 410.8

 $
 323.5

 Net income attributable to noncontrolling interests

 14.9

 12.6

 15.6

 Net income

 382.7

 423.4

 339.1

 (+) Depreciation and Amortization

 151.5

 146.1

 142.9

 (+) Interest expense

 108.2

 92.8

 87.4

 (+/-) Income tax provision (benefit)

 103.4

 (128.2
 )

 15.5

 EBITDA

 $
 745.8

 $
 534.1

 $
 584.9

 Adjustments for special items, pre-tax:

 (+) Restructuring and other charges (a)

 22.1

 31.4

 23.7

 (+) Pension remeasurement loss (b)

 14.1

 26.8

 (100.3
 )

 (+) Pension settlement loss (c)

 — 

 41.7

 — 

 (-) Joint venture restructuring credit (e)

 — 

 — 

 (0.9
 )

 (+/-) Loss (gain) on sales of businesses, net (d)

 (52.9
 )

 0.6

 105.4

 Adjusted EBITDA

 $
 729.1

 $
 634.6

 $
 612.8

 Corporate expenses

 64.0

 62.3

 60.3

 Closed operations and other expense (income)

 (10.8
 )

 13.3

 5.6

 Total segment EBITDA

 $
 782.3

 $
 710.2

 $
 678.7

 Segment Results

 Fiscal Year Ended

 December 29, 2024

 December 31, 2023

 January 1, 2023

 Sales:

 High Performance Materials & Components

 $
 2,278.5

 $
 2,120.2

 $
 1,641.2

 Advanced Alloys & Solutions

 2,083.6

 2,053.5

 2,194.8

 Total external sales

 $
 4,362.1

 $
 4,173.7

 $
 3,836.0

 Segment EBITDA:

 High Performance Materials & Components

 $
 461.4

 $
 433.6

 $
 303.4

 % of Sales

 20.3
 %

 20.5
 %

 18.5
 %

 Advanced Alloys & Solutions

 $
 320.9

 $
 276.6

 $
 375.3

 % of Sales

 15.4
 %

 13.5
 %

 17.1
 %

 Total segment EBITDA

 $
 782.3

 $
 710.2

 $
 678.7

 United States Securities and Exchange Commission
 April 22, 2025 Page
 4

 Form 8-K furnished February 4, 2025 Exhibit 99.1, page 2
 SEC Comment No. 2: We note from the
first paragraph on page 2, that you discuss adjusted earnings per share and ATI adjusted EBITDA and in the third paragraph, you discuss free cash flow and Adjusted EBITDA without a discussion of the most directly comparable GAAP measures, thereby
giving undue prominence to these non-GAAP measures. Please revise to include a discussion with equal or greater prominence of the most directly comparable GAAP measure in accordance with Instruction 2 of Item
2.02 of Form 8-K and Item 10(e)(1)(i) of Regulation S-K. See also Question 102.10(a) of the SEC Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Response:
 In accordance with Item 10(e)(1)(i) of Regulation S-K and Question 102.10(a) of the SEC Staff’s CD&Is on Non-GAAP Financial Measures, it is the Company’s intent to consistently provide GAAP financial measures with equal or greater prominence when non-GAAP financial measures
are disclosed within our periodic SEC filings or in other public disclosures, such as investor presentations. The Company previously included a footnote on non-GAAP financial measures, directing the reader to
refer to the detailed GAAP to non-GAAP reconciliations included in the accompanying financial tables. The Company
acknowledges the Staff’s comment and, in future filings, will revise its discussions of non-GAAP financial measures to include the most directly comparable GAAP measure in the text preceding the non-GAAP measure. The Company believes this will ensure that the GAAP measures have equal or greater prominence to non-GAAP measures.
 SEC Comment No. 3: We note that your
disclosure at the top of page 14 identifies certain Non-GAAP financial measures and discloses the reasons management believes these measures are useful to investors. Please revise to include the reasons
management believes the measure is useful to investors as it applies to ALL non-GAAP measures used in this press release. In this regard, your disclosure should include Managed Working Capital, Free Cash Flow,
Adjusted net income and Adjusted EPS. Response: We
understand and acknowledge the Staff’s comment. In future filings, beginning with those for the period ended March 30, 2025, the Company will update the discussion of non-GAAP financial measures
prior to the tabular presentations (i.e. the top of page 14). The updated discussion will include the reasons any non-GAAP measures used in the release, such as Adjusted net income, Adjusted EPS, Adjusted
EBITDA, Segment EBITDA, Managed working capital and Adjusted free cash flow, are useful to investors. For illustrative purposes, we have included below examples showing how the planned disclosure would have read for the release furnished on
February 4, 2025:

 United States Securities and Exchange Commission
 April 22, 2025 Page
 5

 Non-GAAP Financial Measures
 (Unaudited, dollars in millions, except per share amounts)
 The Company reports its financial results in accordance with accounting principles generally accepted in the United States of America
(“GAAP”). This report includes financial performance measures that are not defined by GAAP, including Adjusted net income attributable to ATI, Adjusted EPS, Adjusted EBITDA, Segment EBITDA, Adjusted free cash flow and Managed working
capital. The Company uses these non-GAAP financial measures to assist in assessing operating performance on a consistent basis across multiple reporting periods by removing the impact of special items, which
can vary from period to period, that management does not believe are directly reflective of the Company’s core operations. The Company defines special items as significant non-recurring or non-operational charges or credits, including restructuring charges or credits, gains or losses from the sale of accounts receivables, strike related costs, goodwill and long-lived asset impairments, debt
extinguishment charges, pension remeasurement gains and losses, other postretirement/pension curtailment and settlement gains and losses, and gains or losses on sales of businesses.
 Adjusted net income attributable to ATI and related Adjusted EPS are calculated by adjusting net income attributable to ATI for the tax-effected impact of special items. We define Adjusted EBITDA as net income, excluding net interest expense, income taxes, depreciation and amortization, and special items. Our measure of segment EBITDA, which we
use to analyze the performance and results of our business segments, excludes net interest expense, income taxes, depreciation and amortization, special charges, corporate expenses, closed operations and other income (expense). Our methods of
calculating Adjusted free cash flow and Managed working capital are discussed in greater detail below under the headings “Adjusted Free Cash Flow” and “Managed Working Capital,” respectively.
 Management believes presenting these non-GAAP financial measures is useful to investors because it
(1) provides investors with meaningful supplemental information regarding financial and operating performance by excluding certain items management believes do not directly impact the Company’s core operations, (2) permits investors
to view performance using the same metrics that management uses to forecast, evaluate performance, and make operating and strategic decisions, and (3) provides additional information useful to investors on a period-to-period consistent basis that are commonly used to analyze companies’ operating performance. Management believes that consideration of these non-GAAP
financial measures, together with our GAAP financial measures and the corresponding reconciliations, provides investors with additional understanding of the Company’s performance and trends that would be absent such disclosures.
 Non-GAAP financial measures should be viewed in addition to, and not superior to or as an
alternative for, the Company’s reported results prepared in accordance with GAAP. The following tables provides the calculation of the non-GAAP financial measures discussed in this press release:
 The Company notes we have addressed the use of Free Cash Flow as a non-GAAP financial measure in our response to the
Staff’s comment regarding the use of “Adjusted free cash flow” below. Additionally, the Company will update its discussion of the use of
Managed working capital tabular presentation as a non-GAAP measure by investors by updating the paragraph preceding the Managed working capital tabular presentation.

 United States Securities and Exchange Commission
 April 22, 2025 Page
 6

 For illustrative purposes, the Company’s proposed disclosure, which would replace the paragraph
preceding the Managed working capital table on page 17 of Form 8-K furnished on February 4, 2025, is included below:
 Managed Working Capital
 As part of managing the performance of our business, we focus on Managed working capital, a non-GAAP
financial measure that we define as gross accounts receivable, short-term contract assets and gross inventori