CORRESP Filing
ATI INC
Date: June 20, 2025 · CIK: 0001018963 · Accession: 0001193125-25-143684
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-12001
Referenced dates: April 22, 2025, May 7, 2025
Letter
ATI Inc. 2021 McKinney Avenue Suite 1100 Dallas, TX 75201 www.ATImaterials.com June 20, 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 May 7, 2025, in response to our letter, dated April 22, 2025. Our April 22, 2025 letter responded to comments of the Staff 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 May 7, 2025 comment is set forth below, followed by the Company’s response. 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. Response Letter dated April 22, 2025 Management’s Discussion and Analysis of Financial Condition and Results of Operations Results by Business Segment, page 24 We note from your response to our prior comment 1, that the reconciliation of Total Segment EBITDA to net income (by way of EBITDA and Adjusted EBITDA subtotals), includes an adjustment for corporate expenses. As these costs most likely represent normal operating costs of your business, they would not be an appropriate non-GAAP adjustment. Please revise future filings accordingly. See guidance in Question 100.01 of the CD&I on non-GAAP Financial Measures.
United States Securities and Exchange Commission June 20, 2025 Page
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”). In future filings, we will refrain from presenting Total Segment EBITDA, including in our reconciliations. Should the Staff have any additional comments or need further information, please contact me at 801-554-6890 or don.newman@atimaterials.com .
Sincerely,
/s/ Don Newman
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CORRESP 1 filename1.htm CORRESP ATI Inc. 2021 McKinney Avenue Suite 1100 Dallas, TX 75201 www.ATImaterials.com June 20, 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 May 7, 2025, in response to our letter, dated April 22, 2025. Our April 22, 2025 letter responded to comments of the Staff 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 May 7, 2025 comment is set forth below, followed by the Company’s response. 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. Response Letter dated April 22, 2025 Management’s Discussion and Analysis of Financial Condition and Results of Operations Results by Business Segment, page 24 We note from your response to our prior comment 1, that the reconciliation of Total Segment EBITDA to net income (by way of EBITDA and Adjusted EBITDA subtotals), includes an adjustment for corporate expenses. As these costs most likely represent normal operating costs of your business, they would not be an appropriate non-GAAP adjustment. Please revise future filings accordingly. See guidance in Question 100.01 of the CD&I on non-GAAP Financial Measures. United States Securities and Exchange Commission June 20, 2025 Page 2 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”). In future filings, we will refrain from presenting Total Segment EBITDA, including in our reconciliations. Should the Staff have any additional comments or need further information, please contact me at 801-554-6890 or don.newman@atimaterials.com . Sincerely, /s/ Don Newman Don Newman EVP & Chief Financial Officer