ati-20210630.htm

This Addendum (this “Addendum”) to that certain Performance-Vested Restricted Stock Unit Agreement (the “Agreement”) dated as of the 4th day of January, 2021 (the “Grant Date”) by and between ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware company (the “Company”), and certain Participants in the Incentive Plan, as defined such terms are defined in the Agreement, amends the Agreement as follows:

WHEREAS, the Company desires to encourage the Participant to remain an employee of the Company and, during such employment, to contribute substantially to the financial performance of the Company;

WHEREAS, to provide that incentive, the Company awarded the Participant certain performance-vested restricted stock units (singular “PSU” and plural “PSUs”) as set forth in the Agreement;

WHEREAS, due to administrative error, Appendix A to the Agreement mistakenly defined “Fair Market Value” for purposes of calculating the Company’s TSR as the average of the high and low trading prices of a share of the Company’s common stock, par value $0.10 per share (the “Common Stock”) on the New York Stock Exchange (the “NYSE”);

WHEREAS, as approved by the Company’s Board of Directors, “Fair Market Value” for such purpose on any given trading day should have been defined as the closing price of the Common Stock on the NYSE. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Incentive Plan.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in the Agreement, Appendix A to the Agreement is hereby amended and restated in its entirely and replaced with the attached Appendix A, which correctly defines the term “Fair Market Value.”


Reliance Steel & Aluminum Co.
Steel Dynamics, Inc.
Wabtec Corporation
Oshkosh Corporation
Arconic Corporation
Commercial Metals Company
Howmet Aerospace Inc.
The Timken Company
Terex Corporation
Crane Co.
Worthington Industries, Inc.
Moog Inc.
Trinity Industries, Inc.
Valmont Industries, Inc.
Carpenter Technology Corporation
Kennametal Inc.
Schnitzer Steel Industries, Inc.
SPX Flow, Inc.

Total Shareholder Return is calculated based on the Fair Market Value of a share of Common Stock as of the end of each individual independent Measurement Period and the end of the Performance Period, plus dividends paid as if they had been reinvested on each ex-dividend date during each Measurement Period and the Performance Period, as applicable, divided by the Fair Market Value of a share of Common Stock at the beginning of the Performance Period. For purposes of determining the Company’s Total Shareholder Return:

•“Fair Market Value” means, as of any given date, the closing price of the Common Stock on the New York Stock Exchange (the “NYSE”) or, if the Common Stock is not then traded on the NYSE, on such other national securities exchange on which the Common Stock is admitted to trade, or, if none, on the National Association of Securities Dealers Automated Quotation System if the Common Stock is admitted for quotation thereon; provided, however, that if there were no sales reported as of such date, Fair Market Value shall be computed as of the last date preceding such date on which a sale was reported, provided, further, that if any such exchange or quotation system is closed on any day on which Fair Market Value is to be determined, Fair Market Value shall be determined as of the first date immediately preceding such date on which such exchange or quotation system was open for trading.

•For purposes of determining the Fair Market Value of a share of Common Stock at the beginning and end of each Measurement Period and the Performance Period, the value shall be determined as the average Fair Market Value for the twenty (20) trading days immediately preceding, respectively, the first day of the Performance Period, and last day of each Measurement Period and the Performance Period.

Calculation of Relative Total Shareholder Return: The extent to which the number of PSUs which become vested under this Agreement shall be determined by measuring the Company’s Total Shareholder Return as a percentage ranking in comparison with the Peer Group Total Shareholder Return, as calculated using the above-stated principles, with the Company included in the group. The determination of whether the Company’s Total Shareholder Return is negative for the three-year Performance Period ending December 31, 2023 shall be determined using the above-stated principles. Adjustments and actions with respect to the Company and any peer group company shall be in accord with the provisions of Appendix C.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

In connection with the Quarterly Report of Allegheny Technologies Incorporated (the “Company”) on Form 10-Q for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:


Date:	August 3, 2021	/s/ Robert S. Wetherbee
		Robert S. Wetherbee
		President and Chief Executive Officer

Date:	August 3, 2021	/s/ Donald P. Newman
		Donald P. Newman
		Senior Vice President, Finance and Chief Financial Officer