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What changed in AMPCO PITTSBURGH CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AMPCO PITTSBURGH CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+284 added−233 removedSource: 10-K (2026-03-16) vs 10-K (2025-03-17)

Top changes in AMPCO PITTSBURGH CORP's 2025 10-K

284 paragraphs added · 233 removed · 178 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

30 edited+14 added−9 removed11 unchanged
Biggest changeLtd. and Åkers AB, a non-operating subsidiary of UES, that produces cast rolls for hot strip mills, steckel mills and medium plate mills. It is located in Taiyuan, Shanxi Province, China. Åkers AB holds a 59.88% interest in the joint venture.
Biggest changeThe segment’s two joint venture companies in China include: Shanxi Åkers TISCO Roll Co., Ltd. is a joint venture between Taiyuan Iron and Steel Co. Ltd. and Åkers AB, a non-operating subsidiary of UES, that produces cast rolls for hot strip mills, steckel mills and medium plate mills.
Buffalo Pumps Division of Air & Liquid Systems Corporation manufactures centrifugal pumps for the fossil-fueled power generation, marine defense and industrial refrigeration industries. It is located in North Tonawanda, New York. Products In both segments, the products are dependent on engineering, principally custom designed, and are sold to sophisticated commercial and industrial users located throughout the world.
Buffalo Pumps Division of Air & Liquid Systems Corporation manufactures centrifugal pumps for the fossil-fueled power generation, marine defense and industrial refrigeration industries. It is located in North Tonawanda, New York. Products In both segments, products are dependent on engineering, principally custom designed, and are sold to sophisticated commercial and industrial users located throughout the world.
McBrayer also served as Vice President and General Manager of the Alcan Cable business at Rio Tinto Alcan, as Vice President and General Manager of the Specialty Metals Division at Precision Cast Parts Corporation, and held positions of various responsibility and leadership during his 20 years with Alcoa, Inc. Mr.
McBrayer also 5 served as Vice President and General Manager of the Alcan Cable business at Rio Tinto Alcan, as Vice President and General Manager of the Specialty Metals Division at Precision Cast Parts Corporation, and held positions of various responsibility and leadership during his 20 years with Alcoa, Inc. Mr.
It is located in Åkers Styckebruk, Sweden. 2 Åkers Valji Ravne d.o.o. produces forged rolls for cluster mills and Z-Hi mills, work rolls for narrow and wide strip mills and aluminum mills, back-up rolls for narrow strip mills, and leveling rolls and shafts. It is located in Ravne, Slovenia.
It is located in Åkers Styckebruk, Sweden. Åkers Valji Ravne d.o.o. produces forged rolls for cluster mills and Z-Hi mills, work rolls for narrow and wide strip mills and aluminum mills, back-up rolls for narrow strip mills, and leveling rolls and shafts. It is located in Ravne, Slovenia.
Anderson has been employed by the Corporation since 2010 and has served as President of Air & Liquid Systems Corporation since January 2022. He previously served as Vice President of Finance for Union Electric Steel Corporation from October 2018 to December 2021, and as Vice President of Air & Liquid Systems Corporation from May 2016 to October 2018.
Anderson has been employed by the Corporation since 2010 and has served as President of Air & Liquid Systems Corporation since January 2022. He previously served as Vice President of Finance for Union Electric Steel Corporation from October 2018 to December 2021, and as Vice President of Air & Liquid Systems Corporation from May 2016 to October 2018. Samuel C.
NARRATIVE DESCRIPTION OF BUSINESS Forged and Cast Engineered Products Segment The FCEP segment produces forged hardened steel rolls, cast rolls and FEP. Forged hardened steel rolls are used primarily in hot and cold rolling mills by producers of steel, aluminum and other metals.
NARRATIVE DESCRIPTION OF BUSINESS Forged and Cast Engineered Products Segment The FCEP segment produces forged hardened steel rolls, cast rolls and forged engineered products (“FEP”). Forged hardened steel rolls are used primarily in hot and cold rolling mills by producers of steel, aluminum and other metals.
The segment has operations in the United States, England, Sweden, Slovenia, and an equity interest in three joint venture companies in China. Collectively, the segment primarily competes with European, Asian, and North and South American companies in both domestic and foreign markets and operates several sales offices located throughout the world.
The segment has operations in the United States, Sweden, Slovenia, and an equity interest in two joint venture companies in China. Collectively, the segment primarily competes with European, Asian, and North and South American companies in both domestic and foreign markets and operates several sales offices located throughout the world.
He previously served as Vice President and Group President of Performance Engineered Products at Carpenter Technology Corporation, a developer, manufacturer and distributor of stainless steels and corrosion-resistant alloys from July 2017 to January 2019. David G. Anderson (age 57). Mr.
He previously served as Vice President and Group President of Performance Engineered Products at Carpenter Technology Corporation, a developer, manufacturer and distributor of stainless steels and corrosion-resistant alloys from July 2017 to January 2019.
Backlog for the FCEP segment increased by approximately $2.9 million due to improved order intake for cast rolls offset by lower backlog for forged rolls and lower 3 foreign exchange rates used to translate the backlog of the Corporation’s foreign subsidiaries into the U.S. dollar.
Backlog for the FCEP segment decreased by approximately $41.9 million due to lower order intake for forged and cast rolls offset by higher foreign exchange rates used to translate the backlog of the Corporation’s foreign subsidiaries into the U.S. dollar and improved order intake for FEP.
Officers serve at the discretion of the Board of Directors of the Corporation and none of the listed individuals serve as a director of another public company. J. Brett McBrayer (age 59). Mr. McBrayer has served as Chief Executive Officer of the Corporation since July 2018.
Officers serve at the discretion of the Corporation's Board of Directors (“Board of Directors”) and none of the listed individuals serve as a director of another public company. J. Brett McBrayer (age 60). Mr. McBrayer has served as Chief Executive Officer of the Corporation since July 2018. In addition, Mr.
Leading indicators, such as reporting and training of all near-miss events, are used to identify risks for potential future incidents. Lagging indicators, such as OSHA recordable rates and lost-time incidence rates, are used to measure achievement of safety metrics. Diversity and Inclusion – The Corporation tracks various metrics such as turnover, absenteeism and diversity.
Leading indicators, such as reporting and training of all near-miss events, are used to identify risks for potential future incidents. Lagging indicators, such as OSHA recordable rates and lost-time incidence rates, are used to measure achievement of safety metrics.
Anhui Baochang Roll Co., Ltd. is a joint venture among UES, Magang (Group) Holding Co., Ltd. and Jiangsu Gong-Chang Roll Co., Ltd. that produces large forged backup rolls for hot and cold strip mills. It is located in Maanshan, Anhui Province, China.
It is located in Taiyuan, Shanxi Province, China. Åkers AB holds a 59.88% interest in the joint venture. Anhui Baochang Roll Co., Ltd. is a joint venture among UES, Magang (Group) Holding Co., Ltd. and Jiangsu Gong-Chang Roll Co., Ltd. that produces large forged backup rolls for hot and cold strip mills. It is located in Maanshan, Anhui Province, China.
Union Electric Steel UK Limited holds a 24.03% interest in the joint venture. Air and Liquid Processing Segment The ALP segment includes Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid Systems Corporation (“Air & Liquid”), a wholly owned subsidiary of the Corporation.
Union Electric Steel (Hong Kong) Limited, a non-operating subsidiary of UES, holds a 33% interest in the joint venture. Air and Liquid Processing Segment The ALP segment includes Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid Systems Corporation (“Air & Liquid”), a wholly owned subsidiary of the Corporation.
The following entities are direct or indirect operating subsidiaries of UES: Union Electric Steel UK Limited produces cast rolls in a variety of iron and steel qualities for hot strip mills, medium/heavy section mills and plate mills.
The following entities are direct or indirect operating subsidiaries of UES: 3 Åkers Sweden AB produces cast rolls in a variety of iron and steel qualities for hot strip mills, medium/heavy section mills, roughing mills, and plate mills.
The primary focus for the FCEP segment is to improve its profitability by maintaining a strong position in the roll market and continuing to improve operational efficiency and equipment reliability following the completion of the previously announced capital equipment program.
The primary focus for the FCEP segment for 2026 is to improve its profitability by maintaining a strong position in the roll market and continuing to improve operational efficiency and equipment reliability.
Buffalo Air Handling Division of Air & Liquid Systems Corporation produces large custom-designed air handling systems for institutional (e.g., hospital, university), pharmaceutical and general industrial building markets. Its primary manufacturing facility is located in Amherst, Virginia with an additional Virginian manufacturing location added in the second half of 2023.
Buffalo Air Handling Division of Air & Liquid Systems Corporation produces large custom-designed air handling systems for institutional (e.g., hospital, university), pharmaceutical and general industrial building markets. Its primary manufacturing facility is located in Amherst, Virginia and has a second assembly facility in Virginia.
The focus for this segment is to grow revenues, strengthen engineering and manufacturing capabilities to keep pace with growth opportunities, and continue to improve its sales distribution network.
The primary focus for the ALP segment for 2026 is to grow revenues, monitor and minimize inflationary and tariff effects, strengthen engineering and manufacturing capabilities to keep pace with growth opportunities, and continue to improve its sales distribution network.
The Corporation is actively monitoring, and will continue to actively monitor, the lingering effects from a post-pandemic environment, repercussions from the Russia-Ukraine and Middle East conflicts and similar geopolitical matters, economic conditions, and other developments relevant to its business including the potential impact on its operations, financial condition, liquidity, suppliers, industry, and workforce.
The Corporation is actively monitoring, and will continue to actively monitor, changes prompted by the U.S. government, repercussions from the Middle East conflicts and similar geopolitical matters, economic conditions, and other developments relevant to its business, including the potential impact on its operations, financial condition, liquidity, suppliers, industry, and workforce.
Products are delivered directly to the customer via third-party carriers or customer-arranged transportation. For the FCEP segment, one customer accounted for 11% of its net sales in both 2024 and 2023, the loss of which could have a material adverse effect on the segment. For the ALP segment, no customers exceeded 10% of its net sales in 2024 or 2023.
Products are delivered directly to the customer via third-party carriers or customer-arranged transportation. For the FCEP segment, one customer accounted for 10% of its net sales in 2025 and one customer accounted for 11% of its net sales in 2024.
Approximately 31% of the Corporation’s employees are covered by collective bargaining agreements or agreements with works councils. Oversight The Compensation Committee of the Board of Directors maintains oversight of the Corporation’s human capital management strategies it may deem important to the long-term sustainability of the Corporation.
Oversight The Compensation Committee of the Corporation's Board of Directors maintains oversight of the Corporation’s human capital management strategies it may deem important to the long-term sustainability of the Corporation.
The Corporation’s subsidiaries generally do not purchase or commit for the purchase of a major portion of raw materials significantly in advance of the time they require such materials but periodically make forward commitments for natural gas, electricity and certain commodities (copper and aluminum). See Note 15 , Derivative Instruments , to the Consolidated Financial Statements.
Substantial volumes of raw materials used by each segment are subject to significant variations in price. The Corporation’s subsidiaries generally do not purchase or commit for the purchase of a major portion of raw materials significantly in advance of the time they require such materials but periodically make forward commitments for natural gas, electricity and certain commodities.
For the ALP segment, businesses are benefiting from steady demand and increased market share but are facing increasing production costs due to inflation and supply chain issues as a result of the lingering effects from a post-pandemic environment. The segment has been implementing price increases for certain of its products to help mitigate these inflationary effects.
For the ALP segment, businesses are benefiting from increased demand in power generation and U.S. military markets and have successfully increased market share but continue to face increasing production costs due to inflation. The segment has been implementing price increases for its products to help mitigate these inflationary effects.
Competition The Corporation faces considerable competition from a large number of companies in both segments. The Corporation believes, however, its subsidiaries are significant participants in each of the niche markets they serve. Competition in both segments is based on quality, service, price, and delivery.
Navy along with normal profit margins. Approximately 6% of the backlog is expected to be released after 2026. Competition The Corporation faces considerable competition from a large number of companies in both segments. The Corporation believes, however, its subsidiaries are significant participants in each of the niche markets they serve.
Raw Materials Raw materials used in both segments are generally available from many sources, and neither segment is dependent upon any single supplier for any raw material. Substantial volumes of raw materials used by each segment are subject to significant variations in price.
For additional information on the products produced and financial information about each segment, see Note 24 , Business Segments , to the Consolidated Financial Statements. Raw Materials Raw materials used in both segments are generally available from many sources, and neither segment is dependent upon any single supplier for any raw material.
Environmental Protection Compliance Costs Expenditures for environmental control matters were not material to either segment in 2024 and are not expected to be material in 2025. Employees and Human Capital Management Employees On December 31, 2024, the Corporation and its subsidiaries had 1,634 active employees worldwide (substantially all full-time), of which approximately 56% were employed in the United States.
Employees and Human Capital Management Employees On December 31, 2025, the Corporation and its subsidiaries had 1,432 active employees worldwide (substantially all full-time), of which approximately 62% were employed in the United States. Approximately 24% of the Corporation’s employees are covered by collective bargaining agreements.
Patents and Trademarks While the Corporation and its subsidiaries hold certain patents, trademarks and licenses, in the opinion of the Corporation, they are not material to either segment. Backlog The backlog of orders approximated $378.9 million at December 31, 2024 and 2023, respectively.
See Note 16 , Derivative Instruments , to the Consolidated Financial Statements. Patents and Trademarks While the Corporation and its subsidiaries hold certain patents, trademarks and licenses, in the opinion of the Corporation, they are not material to either segment.
McBrayer received a Bachelor of Science in Industrial Engineering from the University of Tennessee and a Master of Arts in Applied Behavioral Science from Bastyr University. 4 Michael G. McAuley (age 61). Mr.
McBrayer received a Bachelor of Science in Industrial Engineering from the University of Tennessee and a Master of Arts in Applied Behavioral Science from Bastyr University. David G. Anderson (age 58). The Board of Directors appointed Mr. Anderson to the office of Vice President, Chief Financial Officer, Treasurer and Assistant Secretary effective January 1, 2026. Mr.
For additional information on the products produced and financial information about each segment, see Note 23 , Business Segments , to the Consolidated Financial Statements included in Item 8 to this Annual Report on Form 10-K (the “Consolidated Financial Statements”).
In December 2025, AUP was merged into Union Electric Steel Corporation, a direct wholly owned subsidiary of the Corporation. See Note 2 , Exit and Deconsolidation Charges , to the Consolidated Financial Statements included in Item 8 to this Annual Report on Form 10-K (the “Consolidated Financial Statements”) for further information.
The Corporation has developed strategies to ensure employees of diverse backgrounds and perspectives enjoy a culture of mutual respect, inclusiveness and teamwork in an environment which values diversity. AVAILABLE INFORMATION The Corporation files annual, quarterly and current reports; amendments to those reports; proxy statements; and other information with the Securities and Exchange Commission (“SEC”).
The Corporation's goal is to maintain a positive work environment that provides meaningful reward to minimize turnover and absenteeism. AVAILABLE INFORMATION The Corporation files annual, quarterly and current reports; amendments to those reports; proxy statements; and other information with the Securities and Exchange Commission (“SEC”).
For the FCEP segment, global steel manufacturing capacity continues to exceed global consumption of steel products. Demand for steel in the segment’s two largest markets, North America and Europe, softened during 2024 compared to 2023 and 2022 and is approximately 15% below 2019 pre-pandemic levels as of December 31, 2024.
For the FCEP segment, global steel manufacturing capacity continues to exceed global consumption of steel products. Demand for steel is soft but stable.
Removed
The financial impact from weaker demand has been mitigated through higher pricing and increased participation in new mill builds, primarily in North America. Recent order intake has shown improvement, and shipments are expected to increase for the segment’s cast roll facilities and pricing to remain stable in 2025.
Added
On October 14, 2025, (the “Filing Date”), the Directors of Union Electric Steel UK Limited (“UES-UK”), an indirect wholly owned subsidiary of the Corporation, filed a Notice of Appointment with the High Court of Justice, Business and Property Courts at Leeds (the “Insolvency Court”) formally appointing certain insolvency practitioners of FRP Advisory Trading Limited (“FRP”) as administrators of UES-UK (collectively, the “Administrators”).
Removed
In addition, forged engineered products (“FEP”) order activity is improving after several years of depressed demand. Increased entry of low-priced products from other countries has negatively impacted local demand in Europe and the U.S., with several of the segment’s largest customers engaging in trade cases to reduce the number of imports into the U.S.
Added
This action was confined to UES-UK exclusively and did not affect the Corporation or any of its other subsidiaries. As of the Filing Date, UES-UK was in administration and its affairs, business and property were being managed by the Administrators (the “Structured Insolvency”).
Removed
In addition, the new administration has announced new tariffs on steel and aluminum imports to the U.S. and has, for now, removed the exceptions that allowed some countries to continue sending products to the U.S.
Added
The Administrators have set out their proposals to UES-UK’s creditors, which include an orderly wind-down of UES-UK’s financial affairs and sale of its assets. In addition, during 2025, the Corporation closed its non-core steel distribution facility located in Ohio previously held by Alloys Unlimited and Processing, LLC (“AUP”).
Removed
In addition, in February 2025, the segment's U.K. operations entered into a formal consultation process with its unions and staff to evaluate various options to improve its profitability.
Added
In 2025, as a result of low-priced products from other countries entering the United States, tariffs, as outlined under Section 232 of the Trade Expansion Act of 1962, were increased for products with domestic melt and pour requirements imported into the United States.
Removed
It is located in Gateshead, England. Åkers Sweden AB produces cast rolls in a variety of iron and steel qualities for hot strip mills, medium/heavy section mills, roughing mills, and plate mills.
Added
In addition, in the third quarter of 2025, the U.S. government announced new tariffs on coated steel imported into the United States. According to U.S. Census Bureau and U.S. Commerce Department data, imports for 2025 have decreased when compared to 2024 with import reductions accelerating as the year progressed. This should result in increased utilization of our customers' domestic facilities.
Removed
Alloys Unlimited Processing, LLC (“AUP”) is a distributor of tool steels and alloys and carbon round bar. It is located in Austintown, Ohio. The segment’s three joint venture companies in China include: Shanxi Åkers TISCO Roll Co., Ltd. is a joint venture between Taiyuan Iron and Steel Co.
Added
Similarly, we believe modified tariff and quota systems have been strengthened in Canada and Mexico to support their steel industries, which also should result in better utilization for our customers located in these countries.
Removed
Union Electric Steel (Hong Kong) Limited, a non-operating subsidiary of UES, holds a 33% interest in the joint venture. Jiangsu Gong-Chang Roll Co., Ltd. is a joint venture that produces cast rolls for hot strip mills, medium/heavy section mills and plate mills. It is located in Xinjian Town Yixing City, Jiangsu Province, China.
Added
For the ALP segment, one customer accounted for 12% of its net sales in 2025 but no customers exceeded 10% of its net sales for 2024.
Removed
Backlog for the ALP segment decreased by approximately $3.0 million year over year with backlog for air handling units and heat exchange coils declining from a year ago offset by improved order intake for centrifugal pumps. Approximately 5% of the backlog is expected to be released after 2025.
Added
While the Corporation believes is does not have a significant concentration of sales with any one customer consistently year-to-year, the loss of any of these more significant customers could have a material adverse effect on the respective segment.
Removed
McAuley has served as Senior Vice President, Chief Financial Officer and Treasurer of the Corporation since March 2018 and as Vice President, Chief Financial Officer and Treasurer since April 2016. Samuel C. Lyon (age 56). Mr. Lyon has served as President of Union Electric Steel Corporation since February 2019.
Added
Backlog The backlog of orders at December 31, 2025 approximated $328.9 million compared to a backlog of $378.9 million at December 31, 2024.
Added
Backlog for the ALP segment decreased by approximately $8.0 million year over year primarily due to 4 the U.S. Navy’s decision to terminate production of the Constellation Frigate program, which resulted in $7.1 million of orders being removed from backlog toward the latter part of 2025. Costs related to the terminated orders are expected to be paid by the U.S.
Added
Competition in both segments is based on quality, service, price, and delivery. Significant barriers to entry exist in both segments that make it challenging for new competitors to enter into the markets we serve. Environmental Protection Compliance Costs Expenditures for environmental control matters were not material to either segment in 2025 and are not expected to be material in 2026.
Added
Workforce Composition – The Corporation's objective is to build a connected and inclusive culture that aligns with its priorities and long-term objectives. The Corporation is committed to creating an environment that supports top talent and fosters diverse perspectives. Turnover and Absenteeism – The Corporation tracks various metrics such as turnover and absenteeism.
Added
McBrayer serves as a director of UES-UK which, effective as of the Filing Date, was in administration with its affairs, business and property being managed by the Administrators.
Added
Lyon (age 57). Mr. Lyon has served as President of Union Electric Steel Corporation since February 2019. In addition, Mr. Lyon serves as a director of UES-UK which, effective as of the Filing Date, was in administration with its affairs, business and property being managed by the Administrators.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

60 edited+23 added−15 removed62 unchanged
Biggest changeWe believe our liquidity (including operating and other cash flows that we expect to generate and revolving credit availability) should be sufficient to meet our operating cash flow requirements, debt service costs and other financial obligations as they occur; however, our ability to maintain sufficient liquidity going forward is subject to the general liquidity of, and ongoing changes in, the credit markets as well as general economic, financial, competitive, legislative, regulatory, and other market factors that are beyond our control.
Biggest changeOur ability to maintain sufficient liquidity going forward, in part, is subject to the general liquidity of, and ongoing changes in, the credit markets as well as general economic, financial, competitive, legislative, regulatory, and other market factors that are beyond our control.
Lower demand for rolls may also adversely impact profitability as other competing roll producers lower selling prices in the marketplace to fill their manufacturing capacity. Cancellation of orders or deferral of delivery of rolls may occur and produce an adverse impact on our financial results.
Lower demand for rolls may also adversely impact profitability as other competing roll producers lower selling prices in the marketplace to fill their manufacturing capacity. Cancellation of orders or deferral of roll delivery may occur and produce an adverse impact on our financial results.
GENERAL RISK FACTORS Changes in the global economic environment, inflation, elevated interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our customers and suppliers.
GENERAL RISK FACTORS Changes in the global economic environment, inflation, elevated interest rates, recessions or prolonged periods of slow economic growth, global instability, and actual and threatened geopolitical conflict could have an adverse effect on our industry and business, as well as those of our customers and suppliers.
This exclusive forum provision does not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or the Securities Act of 1933 (the “Securities Act”), as amended.
This exclusive forum provision does not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”).
The ultimate net liability with respect to such pending and any unasserted claims is subject to various uncertainties including, but not limited to, the following: • the number and nature of claims in the future; • the costs of defending and settling these claims; • inability to reach acceptable agreements with insurance carriers currently not a party to a settlement agreement or at a coverage amount less than we have anticipated; • insolvencies among our insurance carriers and the risk of future insolvencies; • the possibility of adverse jury verdicts requiring damage payments in amounts greater than the amounts for which we have historically settled claims or have provided for future claims; • possible changes in the litigation environment or federal and state law governing the compensation of asbestos claimants; and • the risk of bankruptcies of other asbestos defendants which may increase our costs.
The ultimate net liability with respect to such pending and any unasserted claims is subject to various uncertainties including, but not limited to, the following: • the number and nature of claims in the future; • the costs of defending and settling these claims; • inability to reach acceptable agreements with insurance carriers currently not a party to a settlement agreement or at a coverage amount less than we have anticipated; • insolvencies among our insurance carriers and the risk of future insolvencies; • the possibility of adverse jury verdicts requiring damage payments in amounts greater than the amounts for which we have historically settled claims or have provided for future claims; 7 • possible changes in the litigation environment or federal and state law governing the compensation of asbestos claimants; and • the risk of bankruptcies of other asbestos defendants which may increase our costs.
If the New York Stock Exchange determines our common stock fails to satisfy the requirements for continued listing, or we continue to fail to meet listing criteria, and if the New York Stock Exchange does not provide us with an opportunity to become compliant or does not approve our actions to become compliant, 9 or we do not make sufficient progress satisfactory to the New York Stock Exchange, our common stock could be de-listed from the New York Stock Exchange, which could impact potential liquidity for our shareholders.
If the New York Stock Exchange determines our common stock fails to satisfy the requirements for continued listing, or we continue to fail to meet listing criteria, and if the New York Stock Exchange does not provide us with an opportunity to become compliant or does not approve our actions to become compliant, or we do not make sufficient progress satisfactory to the New York Stock Exchange, our common stock could be de-listed from the New York Stock Exchange, which could impact potential liquidity for our shareholders.
In connection with the sale-leaseback financing transactions, UES 8 entered into a master lease with STORE whereby it will lease the same properties from STORE and further sublease certain properties to Air & Liquid and/or the Corporation. The master lease contains certain representations, warranties, covenants, obligations, conditions, indemnification provisions, and termination provisions customary for that type of agreement.
In connection with the sale-leaseback financing transactions, UES entered into a master lease with STORE whereby it will lease the same properties from STORE and further sublease certain properties to Air & Liquid and/or the Corporation. The master lease contains certain representations, warranties, covenants, obligations, conditions, indemnification provisions, and termination provisions customary for that type of agreement.
Our By-laws provide, unless we otherwise consent in writing, the state and federal courts sitting in the judicial district of the Commonwealth of Pennsylvania embracing the county in which our principal executive office is located will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of us, (b) any action asserting a claim of breach of a fiduciary duty owed to us or our shareholders by any director, officer or other employee of ours, (c) any action asserting a claim against us or against any of our directors, officers or other employees arising pursuant to any provision of the Pennsylvania Business Corporation Law of 1988 or our Articles of Incorporation or By-laws, (d) any action seeking to interpret, apply, enforce, or determine the validity of our Article of Incorporation or By-laws, or (e) any action asserting a claim against us or any director or officer or other employee of ours governed by the internal affairs doctrine (collectively, “Internal Governance Claims”).
Our By-laws provide that, unless we otherwise consent in writing, the state and federal courts sitting in the judicial district of the Commonwealth of Pennsylvania embracing the county in which our principal executive office is located will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of us, (b) any action asserting a claim of breach of a fiduciary duty owed to us or our shareholders by any director, officer or other employee of ours, (c) any action asserting a claim against us or against any of our directors, officers or other employees arising pursuant to any provision of the Pennsylvania Business Corporation Law of 1988 or our Articles of Incorporation or By-laws, (d) any action seeking to interpret, apply, enforce, or determine the validity of our Articles of Incorporation or By-laws, or (e) any action asserting a claim against us or any director or officer or other employee of ours governed by the internal affairs doctrine (collectively, “Internal Governance Claims”).
These laws, regulations and policies, and changes thereto, may result in restrictions or limitations to our current operational practices and processes and our product/service offerings which could negatively impact our current cost structure, revenue streams, future tax obligations, the value of our deferred income tax assets, cash flows, and overall financial position.
These laws, regulations and policies, and changes thereto, may result in restrictions or limitations to our current operational practices and processes and our product offerings, which could negatively impact our current cost structure, revenue streams, future tax obligations, the value of our deferred income tax assets, cash flows, and overall financial position.
The revolving credit facility is collateralized by a first priority perfected security interest in substantially all of our assets. The revolving credit facility provides for borrowings not to exceed $100 million and otherwise restricts us from incurring additional indebtedness outside of the agreement, 6 unless approved by the lenders party to the revolving credit facility.
The revolving credit facility is collateralized by a first priority perfected security interest in substantially all of our assets. The revolving credit facility provides for borrowings not to exceed $100 million and otherwise restricts us from incurring additional indebtedness outside of the agreement, unless approved by the lenders party to the revolving credit facility.
These uncertain conditions in the European market could lead to adverse effects on the valuation of our long-lived assets, which could negatively affect our results of operations through potential impairment charges. Additionally, we are also exposed to risks associated with the business success and creditworthiness of our suppliers and customers.
These uncertain conditions in the European market could lead to adverse effects on the valuation of our long-lived assets, which could negatively affect our results of operations through potential impairment charges. Additionally, we are exposed to risks associated with the business success and creditworthiness of our suppliers and customers.
Further, local governmental measures may be implemented to control the spread of viruses, including restrictions on manufacturing and the movement of employees in many regions and countries, and may be significant. A pandemic or geopolitical conflict may adversely affect our liquidity and our ability to access the capital markets.
Further, local governmental measures may be implemented to control the spread of viruses, including restrictions on manufacturing and the movement of employees in many regions and countries, and may be significant. 9 A pandemic or geopolitical conflict may adversely affect our liquidity and our ability to access the capital markets.
Our internal control over financial reporting is not subject to attestation by our independent registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” or “accelerated filers” under the Dodd-Frank Act of 2010.
Our internal control over 11 financial reporting is not subject to attestation by our independent registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” or “accelerated filers” under the Dodd-Frank Act of 2010.
In addition, changes in our credit profile could cause less favorable commercial terms for the procurement of materials required to manufacture our products, which also could have a negative impact on our financial position, results of operations and liquidity.
Changes in our credit profile could cause less favorable commercial terms for the procurement of materials required to manufacture our products, which also could have a negative impact on our financial position, results of operations and liquidity.
Cyber-based risks are evolving and include potential attacks to our IT infrastructure and to the IT infrastructure of third parties in attempts to gain unauthorized access to our confidential or other proprietary information or information relating to our employees, customers and other third parties, or to seek ransom.
Cyber-based risks are evolving and could include potential attacks to our IT infrastructure and to the IT infrastructure of third parties in attempts to gain unauthorized access to our confidential or other proprietary information or information relating to our employees, customers and other third parties, or to seek ransom.
Excess capacity in the global roll industry and cyclicality in end-market demand also pose risks of potential impairment of our long-lived assets, which could be material to our results of operations and the carrying value of our assets.
Excess capacity in the global roll industry and 6 cyclicality in end-market demand also pose risks of potential impairment of our long-lived assets, which could be material to our results of operations and the carrying value of our assets.
Additionally, government stimulus programs available to us, our customers or our suppliers, if any, may prove to be insufficient or ineffective.
Additionally, government stimulus programs made available to us, our customers or our suppliers, if any, may prove to be insufficient or ineffective.
Demand for our products, particularly in our ALP segment, may grow at a pace that exceeds our operational capacity, including our manufacturing capabilities. We may be required to expand our facilities or contract with third parties to meet such growth, which we may not be able to do in a timely manner, if at all.
Demand for our products, particularly in our ALP segment, may grow at a pace that exceeds our operational capacity, including our manufacturing capabilities. We may be required to expand our facilities, contract with third parties or acquire additional equipment to meet such growth, which we may not be able to do in a timely manner, if at all.
Any new credit agreement or other forms of liquidity may result in higher borrowing costs and contain non-investment grade covenants that are less favorable in comparison to our existing revolving credit and equipment financing facilities, if available at all.
Any new credit agreement or other forms of liquidity may result in higher borrowing costs and contain non-investment grade covenants that are less favorable in comparison to our existing revolving credit and other debt facilities, if available at all.
This could lead to global market destabilization and reduced sales and profitability of some of our customers which, in turn, affects our sales and profit margins, as well as the collectability of our receivables and the salability of our in-process inventory.
This could lead to global market destabilization and reduced sales and profitability for some of our customers which, in turn, could affect our sales and profit margins as well as the collectability of our receivables and the salability of our in-process inventory.
Any unexpected, sudden or prolonged increase in the price of these commodities may cause a reduction in our profit margins or result in losses where beneficial fixed-priced contracts do not exist, unfavorable fixed-priced contracts cannot be modified or increases cannot be obtained in our selling prices.
However, any unexpected, sudden or prolonged increase in the price of these commodities may cause a reduction in our profit margins or result in losses where beneficial fixed-priced contracts do not exist for sufficient supply, unfavorable fixed-priced contracts cannot be modified, or increases cannot be obtained in our selling prices.
Other factors that may adversely impact our export sales and our operating results include political and economic instability, export controls, changes in tax laws and tariffs, and new producers in overseas markets. A reduction in the level of our export sales may have an adverse impact on our financial results.
Other factors that may adversely impact our export sales and our operating results include political and economic instability, export controls, changes in tax laws and tariffs, and new producers in overseas markets. A reduction in the level of our export sales and changes in foreign currency exchange rates may have an adverse impact on our financial results.
If our customers or suppliers are negatively impacted by a slowdown in economic markets, we may face reduction, delay or cancellation of customer orders; delays or interruptions of the supply of raw materials; and increased risk of insolvency and other credit related issues of customers or suppliers, which could delay payments from customers, result in increased customer defaults and cause our suppliers to delay filling our needs on a timely or cost-effective basis, or at all.
If our customers or suppliers are negatively impacted by a slowdown in economic markets, we may face reductions, delays or cancellations of customer orders; delays or interruptions of the supply of raw materials; and increased risk of insolvency and other credit related issues of customers or suppliers, which could delay payments from customers, result in increased customer defaults and cause our 12 suppliers to delay filling our orders on a timely or cost-effective basis, or at all.
Political factors include, but are not limited to, changes in administration resulting in increased or newly imposed tariffs, increased regulation such as carbon emissions, limitations on trading including the export of energy and raw materials, trade remedies, and changes to tax laws and regulations resulting in increased income tax liability.
Political factors include, but are not limited to, increased or newly imposed tariffs in the markets in which we operate, increased regulation such as carbon emissions, limitations on trading including the export of energy and raw materials, trade remedies, and changes to tax laws and regulations resulting in increased income tax liability.
A reduction in the level of our export sales, as well as other economic factors in foreign countries, could have an adverse impact on our financial results. Exports are a significant portion of our sales.
A reduction in the level of our export sales, changes in foreign currency exchange rates as well as other economic factors in foreign countries could have an adverse impact on our financial results. Exports are a significant portion of our sales.
If we are unable to fund our strategic plans, whether through cash from operations or from the capital markets, we may have to forego opportunities that would otherwise be accretive to our operating results for potentially an extended period.
If we are unable to fund our strategic plans, whether through cash from operations, availability from our revolving credit facility or proceeds from the capital markets, we may have to forego opportunities that would otherwise be accretive to our operating results for potentially an extended period.
Continued uncertainty and economic downturn in the European market throughout 2024, as well as the ongoing Russia-Ukraine conflict have had a broad range of adverse impacts on global economic conditions, many of which have had, and are likely to continue to have, adverse impacts on our business and the business of our customers including increased raw material and energy costs, softer customer demand and lower steel prices, which has led, and may lead in the future, to the temporary idling of a portion of our customers’ raw steel capability until the demand environment improves.
Continued uncertainty and economic downturn in the European market have had a broad range of adverse impacts on global economic conditions, many of which have had, and are likely to continue to have, adverse impacts on our business and the business of our customers including increased raw material and energy costs, softer customer demand and lower steel prices, which has led, and may lead in the future, to the temporary idling of a portion of our customers’ raw steel capability until the demand environment improves.
Our subsidiaries have several key operations which are subject to multi-year collective bargaining agreements or agreements with works councils with their hourly work forces.
Our subsidiaries have several key operations which are subject to multi-year collective bargaining agreements with their hourly work forces.
If a third party gained unauthorized access to our data, including any data regarding our employees, customers, or vendors, the security breach could expose us to risks, including loss of business, fines, 11 and litigation.
If a third party gains unauthorized access to our data, including any data regarding our employees, customers, or vendors, such security breach could expose us to risks, including loss of business, fines, and litigation.
Actions taken by the U.S. government could affect our results of operations, cash flows and liquidity. We are subject to economic conditions and political factors associated with the European Union, the United Kingdom and neighboring countries, and the euro currency.
Actions taken by the U.S. government could affect our results of operations, cash flows and liquidity. We are subject to economic conditions and political factors associated with the European Union and neighboring countries, and the euro currency. Changes in any of these economic conditions or political factors could negatively affect our results of operations, cash flows and liquidity.
Moreover, these tariffs, or other changes in U.S. trade policy, have resulted in, and may continue to trigger, retaliatory actions by affected countries which could adversely impact demand for our products, as well as impact our costs, customers, suppliers, and/or the U.S. economy or certain sectors thereof and, thus, may adversely impact our business, operations and financial performance.
Similarly, additional tariffs, changes in tariffs, or other changes in U.S. and foreign government trade policy may trigger retaliatory actions by affected countries, which could adversely impact demand for our products, as well as impact our costs, customers, suppliers, and/or the U.S. and global economy or certain sectors thereof and, thus, may adversely impact our business, operations and financial performance.
Our common stock’s average-global market capitalization over the 30-day trading period ended December 31, 2024 was $39.6 million, and our total Ampco-Pittsburgh shareholders’ equity was $58.9 million as of December 31, 2024.
Our common stock’s average-global market capitalization over the 30-day trading period ended December 31, 2025 was $69.5 million, and our total Ampco-Pittsburgh shareholders’ equity was $32.6 million as of December 31, 2025.
Overall economic conditions in the U.S., Europe, the United Kingdom, and elsewhere, including adverse factors such as inflation, rising or sustained elevated interest rates, supply chain disruptions, and geopolitical conflicts including the impacts from the Russia-Ukraine conflict, significantly impact our business.
Overall economic conditions in the United States, Europe, and elsewhere, including adverse factors such as inflation, rising or sustained elevated interest rates, supply chain disruptions, and geopolitical conflicts significantly impact our business.
One customer accounted for approximately 11% of the net sales of the FCEP segment in each of the years ended December 31, 2024 and 2023. The loss of such customer, or a significant reduction in the orders of such customer, could have a material adverse effect on the segment.
For the year ended December 31, 2024, one customer accounted for approximately 11% of the net sales of the FCEP segment and no individual customer exceeded 10% of the net sales of the ALP segment. The loss of such customers, or a significant reduction in the orders of such customers, could have a material adverse effect on the segment.
While we believe we have good relations with our unions, there is the risk of industrial action or work stoppage at the expiration of an agreement if contract negotiations fail, which may disrupt our manufacturing processes and impact our results of operations.
While we believe we have good relations with our unions, there is the risk of industrial action or work stoppage at the expiration of an agreement if contract negotiations fail, which may disrupt our manufacturing processes and impact our results of operations. A change in the existing regulatory environment could negatively affect our operations, financial performance and liquidity.
In addition, sales of FEP, specifically open-die forged products for the oil and gas industry and steel distribution markets, are impacted by fluctuations in global energy demand, which also could adversely affect our margins and profitability. 5 Excess global capacity in the steel industry could lower prices for our products, which could adversely affect our sales, margins and profitability, as well as the collectability of our receivables and the salability of our in-process inventory.
In addition, sales of FEP, specifically open-die forged products for the oil and gas industry and steel distribution markets, are impacted by fluctuations in global energy demand, which also could adversely affect our margins and profitability.
Cyclical demand for products and economic downturns could reduce the demand for, and sales of, our products, which could adversely affect our margins and profitability. A significant portion of the FCEP segment’s sales consists of mill rolls to customers in the global steel and aluminum industries that may be periodically impacted by economic or cyclical downturns and other disruptions.
A significant portion of the FCEP segment’s sales consists of mill rolls to customers in the global steel and aluminum industries that may be periodically impacted by economic or cyclical downturns and other disruptions.
In addition, our tax filings are subject to audits by tax authorities in the various jurisdictions in which we do business. These audits may result in assessments of additional taxes that are subsequently resolved with the taxing authorities or through the courts. Currently, we believe there are no outstanding assessments whose resolution would result in a material adverse financial result.
In addition, our tax filings are subject to audits by tax authorities in the various jurisdictions in which we do business. These audits may result in assessments of additional taxes that are subsequently resolved with the taxing authorities or through the courts.
Historically, changes in foreign exchange rates, particularly in respect of the U.S. dollar, British pound, Swedish krona, and euro, have impacted the export of our products and may do so again in the future.
Historically, changes in foreign exchange rates, particularly in respect of the U.S. dollar, British pound, Swedish krona, and euro, have impacted the export of our products and may do so again in the future. Sales for certain of our subsidiaries are negotiated in a currency other than the subsidiary's functional (local) currency.
Therefore, increases or decreases in the value of the U.S. dollar against other major currencies will affect the translated value for revenue, expenses and balance sheet items denominated in foreign currencies and could materially affect our financial results expressed in U.S. dollars. A change in the existing regulatory environment could negatively affect our operations, financial performance and liquidity.
Therefore, increases or decreases in the value of the U.S. dollar against other major currencies, or any failure by the Corporation to effectively hedge against unfavorable fluctuations, will affect the translated value for revenue, expenses and balance sheet items denominated in foreign currencies and could materially affect our financial results expressed in U.S. dollars.
Increased public awareness and concern regarding environmental risks, including global climate change, may result in more international, regional and/or federal requirements or industry standards to reduce or mitigate global warming and other environmental risks.
Uncertainty related to environmental regulation and industry standards, as well as the physical risks of climate change, could impact our results of operations and financial position. Increased public awareness and concern regarding environmental risks, including global climate change, may result in more international, regional and/or federal requirements or industry standards to reduce or mitigate global warming and other environmental risks.
RISKS RELATED TO OWNERSHIP OF OUR SECURITIES We may not be able to satisfy the continued listing requirements of the New York Stock Exchange and the NYSE American Exchange for our common stock and Series A warrants, respectively.
RISKS RELATED TO OWNERSHIP OF OUR SECURITIES We may not be able to satisfy the continued listing requirements of the New York Stock Exchange for our common stock. Our common stock is currently listed on the New York Stock Exchange, which imposes objective and subjective requirements for continued listing.
Changes in any of these economic conditions or political factors could negatively affect our results of operations, cash flows and liquidity. Political factors include, but are not limited to, taxation, nationalization, inflation, government instability, regional conflict, civil unrest, increased regulation and quotas, tariffs, sanctions, and other market-distorting measures.
Political factors include, but are not limited to, taxation, nationalization, inflation, government instability, regional conflict, civil unrest, increased regulation and quotas, tariffs, sanctions, and other market-distorting measures.
Pandemics and geopolitical conflicts may cause disruptions to our business and the industries in which we operate. Pandemics and geopolitical conflicts may increase economic and demand uncertainty and could cause a sustained global recession.
Additionally, repair costs may be significant which, if not sufficiently covered by insurance, may negatively impact our earnings and cash flows. Pandemics and geopolitical conflicts may cause disruptions to our business and the industries in which we operate. Pandemics and geopolitical conflicts may increase economic and demand uncertainty and could cause a sustained global recession.
Our inability to access, or our customers’ inability to access, short-term financing at competitive rates may adversely affect our liquidity, financial condition or results of operations.
Our inability to access, or our customers’ inability to access, short-term financing at competitive rates may adversely affect our liquidity, financial condition or results of operations. We periodically generate sales from individual customers approximating 10% of the net sales of the FCEP or ALP segments.
Additionally, repair costs may be significant which, if not sufficiently covered by insurance, may negatively impact our earnings and cash flows. Increases in energy and commodity prices, reductions in electricity and natural gas supply or shortages of key production materials could adversely impact our production, which could result in lower profitability or higher losses.
Our financial condition, results of operations and liquidity may be affected by these tariffs, or similar actions. Increases in energy and commodity prices, reductions in electricity and natural gas supply, or shortages of key production materials could adversely impact our production, which could result in lower profitability or higher losses.
If we are required to expand our facilities to meet growth in client demand, we may not have access to sufficient capital resources to expand in a timely manner, if at all. As a result, we may not be able to maximize sales growth and, therefore, could lose opportunities to produce additional revenue.
If we are required to expand our facilities, contract with third parties or acquire additional equipment to meet growth in client demand, we may not have access to sufficient capital resources to expand in a timely manner, if at all.
The global steel manufacturing capacity continues to exceed global consumption of steel products. Such excess capacity often results in manufacturers in certain countries exporting steel at prices significantly below their home market prices (often due to local government assistance or subsidies).
Such excess capacity often results in manufacturers in certain countries exporting steel at prices significantly below their home market prices (often due to local government assistance or subsidies). Increased entry of low-priced products from other countries has negatively impacted, and may continue to negatively impact, local demand in the United States and Europe.
The revolving credit facility is subject to various affirmative and negative covenants and contains various sub-limits, including those based on the type of collateral and borrowings by geographic region. If the financial covenants become difficult to meet or if our borrowing needs increase beyond the prescribed limits, our financial position, results of operations and liquidity may be materially adversely affected.
The revolving credit facility is subject to various affirmative and negative covenants and contains various sub-limits, including those based on the type of collateral and borrowings by geographic region.
Failure of financial institutions or the need of liquidity from third-party sources by financial institutions may affect our access, or our customers’ access, to capital resources.
The occurrence of any of the foregoing events could have a material adverse effect on our business, financial condition, and results of operations. 10 Failure of financial institutions or the need of liquidity from third-party sources by financial institutions may affect our access, or our customers’ access, to capital resources.
We generate approximately 10% of the sales in the FCEP segment from one customer, and the loss of, or significant reduction in, the orders of such customer could have a material adverse effect on the segment.
The loss of, or significant reduction in, the orders of any such significant customer could have a material adverse effect on the segment's financial results.
Failure to extend or replace the revolving credit facility or failure to comply with material provisions or covenants in these facilities could have a material adverse effect on our liquidity, results of operations and financial condition.
The maturity date for the revolving credit facility is June 25, 2030 and, subject to other terms and conditions of the agreement, would become due on that date. Failure to comply with material provisions or covenants in this facility and our other debt agreements could have a material adverse effect on our liquidity, results of operations and financial condition.
However, there can be no assurance that unasserted or potential future assessments would not have a material adverse effect on our financial condition, results of operations and liquidity. 7 The United States currently imposes tariffs on primary steel and aluminum imports into the United States.
Currently, we believe there are no outstanding assessments the resolution of which would result in a material adverse financial result. However, there can be no assurance that unasserted or potential future assessments would not have a material adverse effect on our financial condition, results of operations and liquidity. Certain of ALP's customers are suppliers to the U.S. government.
Our subsidiaries use certain commodities in the manufacture of their products. These include steel scrap, ferroalloys and energy.
Our subsidiaries use certain commodities in the manufacture of their products. These include steel scrap, ferroalloys and energy. The FCEP segment has fixed pricing for a portion of its estimated electricity and natural gas usage. The ALP segment has fixed pricing for a portion of its estimated aluminum usage.
Our common stock is currently listed on the New York Stock Exchange, and our Series A warrants are listed on the NYSE American Exchange, with each imposing objective and subjective requirements for continued listing. Continued listing criteria of the New York Stock Exchange include maintaining prescribed levels of financial condition, market capitalization and shareholders’ equity.
Continued listing criteria of the New York Stock Exchange include maintaining prescribed levels of financial condition, market capitalization and shareholders’ equity.
Shortage of key production materials, while driving up costs, may be of such severity as to disrupt our production, all of which may impact our sales and profitability. Geopolitical factors or wars, including the Russia-Ukraine and Middle East conflicts, could exacerbate the above risks. In particular, the Russia-Ukraine conflict has significantly increased the cost of energy for our U.K. operations.
Shortage of key production materials, while driving up costs, may be of such severity as to disrupt our production, all of which may impact our sales and profitability. Geopolitical factors or wars could exacerbate the above risks. We are a party to sale-leaseback financing transactions, which creates the risk of loss if we default.
We are a party to sale-leaseback financing transactions, which creates the risk of loss if we default. UES and Air & Liquid are parties to sale-leaseback financing transactions with Store Capital Acquisitions, LLC (“STORE”) for certain properties utilized by the segments of the Corporation.
If we fail to comply with the covenants as required by our various debt agreements, including our revolving credit facility, it may adversely affect our liquidity, results of operations and financial condition. UES and Air & Liquid are parties to sale-leaseback financing transactions with Store Capital Acquisitions, LLC (“STORE”) for certain properties utilized by the segments of the Corporation.
In addition, changes in foreign currency exchange rates may provide foreign roll suppliers with advantages based on those lower foreign currency exchange rates and, therefore, permit them to compete in our home markets. We may not be able to scale our operational capacity in line with demand for our products.
In addition, changes in foreign currency exchange rates may provide foreign roll suppliers with advantages based on those lower foreign currency exchange rates and, therefore, permit them to compete in our home markets. Fluctuation in the value of the U.S. dollar relative to other currencies could adversely affect our business, results of operations and financial condition.
If we are not able to maintain adequate liquidity, we may not be able to meet our operating cash flow requirements, debt service costs, or other financial obligations such as future required contributions to our employee benefit plans.
If we are not able to maintain adequate liquidity, we may not be able to meet our operating cash flow requirements, debt service costs, net asbestos payments, or other financial obligations. Cyclical demand for products and economic downturns could reduce the demand for, and sales of, our products, which could adversely affect our margins and profitability.
RISKS RELATEFD TO OUR BUSINESS AND INDUSTRY We need to maintain adequate liquidity to meet our operating cash flow requirements, debt service costs and other financial obligations. If we fail to comply with the covenants contained in our revolving credit facility or our equipment financing facility, it may adversely affect our liquidity, results of operations and financial condition.
RISKS RELATED TO OUR BUSINESS AND INDUSTRY We need to maintain adequate liquidity to meet our operating cash flow requirements, debt service costs, net asbestos payments, and other financial obligations.
Removed
The maturity date for our revolving credit facility is June 29, 2026 and, subject to other terms and conditions of the agreement, would become due on that date. In addition, our revolving credit facility is subject to various affirmative and negative covenants and our equipment financing facility includes various affirmative covenants.
Added
We believe our liquidity (including operating and other cash flows that we expect to generate and advances under our revolving credit availability) should be sufficient to meet our operating cash flow requirements, debt service costs, net asbestos payments, and other financial obligations as they occur.
Removed
As a result, we have moved certain of our cast roll production from the U.K. to Sweden, reducing profitability of our U.K. operations but improving profitability for our Sweden operations. Fluctuation in the value of the U.S. dollar relative to other currencies could adversely affect our business, results of operations and financial condition.
Added
Excess global capacity in the steel industry could lower prices for our products, which could adversely affect our sales, margins and profitability, as well as the collectability of our receivables and the salability of our in-process inventory. The global steel manufacturing capacity continues to exceed global consumption of steel products.
Removed
As consumers of steel and aluminum in some of our products, our cost base is exposed to these tariffs and could be exposed to additional tariffs, higher tariffs or similar actions in the future, which could reduce our margins.
Added
We may from time to time undertake internal corporate reorganizations that may adversely impact our business and results of operations. From time to time, we have undertaken, and may undertake again, internal corporate reorganizations in an effort to simplify our organizational structure, streamline our operations or address other operational factors.
Removed
Similarly, we could potentially lose market share to foreign competitors not subject to similar tariffs if our foreign customers sourced product offshore. Our financial condition, results of operations and liquidity may be affected by these tariffs, or similar actions.
Added
Such internal reorganization involves and may involve, among other things, the combination or dissolution of certain of our existing subsidiaries, including legal insolvency proceedings, and the creation of new subsidiaries.
Removed
For the ALP segment, no customers exceeded 10% of its net sales in 2024 or 2023. Uncertainty related to environmental regulation and industry standards, as well as the physical risks of climate change, could impact our results of operations and financial position.
Added
These transactions could be disruptive to our business, result in significant expense, require regulatory approvals, or fail to result in the intended or expected benefits, any of which could adversely impact our business and results of operations. We may not be able to scale our operational capacity in line with demand for our products.
Removed
Continued listing criteria of the NYSE American Exchange include maintaining prescribed levels of financial condition, market capitalization and shareholders’ equity. Among other requirements, there must be an aggregate of at least 50,000 Series A warrants. Satisfaction of the NYSE American Exchange’s listing requirements therefore depends upon the extent to which warrant holders elect to exercise their Series A warrants.
Added
As a result, we may not be able to maximize sales growth and, therefore, could lose opportunities to produce additional revenue.
Removed
There can be no assurance we will continue to meet these, or other, listing standards of the NYSE American Exchange with respect to the Series A warrants. If we fail to meet the listing criteria, our warrants could be de-listed from the NYSE American Exchange, which could impact potential liquidity for our shareholders.
Added
If the financial covenants become difficult to meet or if we need to increase our borrowings beyond the prescribed limits, our financial position, results of operations and liquidity may be materially adversely affected.
Removed
Holders of Series A warrants will have no rights as holders of our common stock until they exercise their Series A warrants and acquire our common stock.
Added
Changes in a foreign exchange rate from the time of an order to the time of shipment have impacted the value of our recorded sales and may do so again in the future, and we may not be able to effectively hedge against such fluctuations.
Removed
Until holders of our Series A warrants acquire shares of our common stock upon exercise of their Series A warrants, they will have no rights with respect to the shares of our common stock underlying such Series A warrants.
Added
The imposition of tariffs by the United States and other governments has negatively affected, and could again negatively affect, our operations, financial performance and liquidity.
Removed
Upon exercise of the Series A warrants, the holders thereof will be entitled to exercise their rights as holders of our common stock only as to matters for which the record date occurs after the warrant exercise date.
Added
The United States currently imposes tariffs on primary steel, aluminum and coated steel imports into the United States, has expanded tariffs to other imported products, and has removed exceptions allowing certain countries to send un-tariffed products to the United States. Other governments, including the European Union, have announced tariffs on steel imports or may do so in the future.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+2 added−0 removed6 unchanged
Biggest changeThe DPM has extensive experience in cyber and global data protection initiatives with the Corporation and reports directly to the Corporation’s Chief Executive Officer. The IT Team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes.
Biggest changeThe Corporation’s information security program is managed by its Data Protection Manager (“DPM”) and supported by its Information Technology Department (collectively, the “IT Team”). The DPM has extensive experience in cyber and global data protection initiatives with the Corporation and reports directly to the Corporation’s Chief Executive Officer.
The CMAT assesses potential materiality of the confirmed or suspected security incident based on the actual or anticipated potential impact to the Corporation’s results of operations, financial position and cash flows; operations including disruptions and downtime; strategic plans; confidential information; employee and community health and safety; customers and vendors; investors; regulatory compliance; and reputation.
The CMAT assesses potential materiality of the confirmed or suspected security incident based on the actual or anticipated potential impact to the Corporation’s results of operations, financial position and cash flows; operations including disruptions and downtime; 14 strategic plans; confidential information; employee and community health and safety; customers and vendors; investors; regulatory compliance; and reputation.
Engage Third Parties As part of the Corporation’s cybersecurity risk management process, the Corporation engages a range of third parties, including consultants, advisors and software providers, to assist with security assessments and operations, employee training and awareness, compliance, penetration testing, network and endpoint monitoring, threat intelligence, and the Corporation’s vulnerability management platform.
Engage Third Parties As part of the Corporation’s cybersecurity risk management process, the Corporation engages a range of third parties, including consultan ts, advisors and software providers, to assist with security assessments and operations, employee training and awareness, compliance, penetration testing, network and endpoint monitoring, threat intelligence, and the Corporation’s vulnerability management platform.
These reports include updates on the Corporation’s cyber risks and threats, the status of projects to strengthen its information security systems, assessments of the information security program, and the emerging threat landscape. 13
These reports include updates on the Corporation’s cyber risks and threats, the status of projects to strengthen its information security systems, assessments of the information security program, and the emerging threat landscape. 15
CYBERSECURITY Risk Management The Corporation’s risk management program includes focused efforts to identify, assess and manage cybersecurity risks including, but not limited to, the following: • Developing and maintaining a standardized Written Information Security Policy (“WISP”), which provides specific provisions pertaining to employee training, network security, data security, and confidential information for use and adherence by all pertinent operating entities of the Corporation; • Developing and maintaining an Incident Response Plan (“IRP”), which provides specific directives in the event of a cyber-attack including identifying the attack, containing and eradicating the cyber-threat, avoiding and minimizing damages, reducing recovering time, and mitigating future cybersecurity risks; • Aligning the Corporation’s risk management program, as outlined in the WISP and the IRP, with the National Institute of Standards and Technology Cybersecurity Framework to prevent, detect and respond to cyber-attacks; • Requiring all employees with access to the Corporation’s networks to participate in regular and mandatory training on how to be aware of, and help defend against, cybersecurity risks, combined with periodic testing to measure the efficacy of the training efforts; • Testing vulnerability of the Corporation’s key systems to cybersecurity risks, including targeted penetration testing, tabletop incident response exercises, periodic audits by outside industry experts, and regular vulnerability scanning; • Maintaining adequate business continuity plans and critical recovery backup systems; • Engaging external cybersecurity experts in incident response development and management; and • Maintaining adequate cyber insurance for damages caused by a cyber-attack. 12 The Corporation’s information security program is managed by its Data Protection Manager (“DPM”) and its Information Technology Department (collectively, the “IT Team”).
CYBERSECURITY Risk Management The Corporation’s risk management program includes focused efforts to identify, assess and manage cybersecurity risks including, but not limited to, the following: • Developing and maintaining a standardized Written Information Security Policy (“WISP”), which provides specific provisions pertaining to employee training, network security, data security, and confidential information for use and adherence by all pertinent operating entities of the Corporation; 13 • Developing and maintaining an Incident Response Plan (“IRP”), which provides specific directives in the event of a cyber-attack including identifying the attack, containing and eradicating the cyber-threat, avoiding and minimizing damages, reducing recovery time, and mitigating future cybersecurity risks; • Aligning the Corporation’s risk management program, as outlined in the WISP and the IRP, with the National Institute of Standards and Technology Cybersecurity Framework to prevent, detect and respond to cyber-attacks; • Requiring all employees with access to the Corporation’s networks to participate in regular and mandatory training on how to be aware of, and help defend against, cybersecurity risks, combined with periodic testing to measure the efficacy of the training efforts; • Testing vulnerability of the Corporation’s key systems to cybersecurity risks, including targeted penetration testing, tabletop incident response exercises, periodic audits by outside industry experts, and regular vulnerability scanning; • Maintaining adequate business continuity plans and critical recovery backup systems; • Engaging external cybersecurity experts in incident response development and management; and • Maintaining adequate cyber insurance for damages caused by a cyber-attack.
The DPM reviews any material cybersecurity threats or incidents, as defined in the IRP, with the Audit Committee when they occur and non-material threats or incidents on a regular basis. Materiality of a cybersecurity threat or incident gives consideration to the potential and actual impact of the cybersecurity threat or incident.
The DPM reviews any material cybersecurity threats or incidents, as defined in the IRP, with the Audit Committee of the Board of Directors (the “Audit Committee”) when they occur and non-material threats or incidents on a regular basis. Materiality of a cybersecurity threat or incident gives consideration to the potential and actual impact of the cybersecurity threat or incident.
Board of Directors ’ Oversight The Audit Committee of the Board of Directors (the “Audit Committee”) oversees and reviews the design and effectiveness of the Corporation’s cybersecurity program and its contingency plans and provides regular reports to the Board of Directors of the Corporation.
Board of Directors ’ Oversight The Audit Committee oversees and reviews the design and effectiveness of the Corporation’s cybersecurity program and its contingency plans and provides regular reports to the Board of Directors.
These relationships enable the Corporation to access specialized knowledge and insights with respect to its cybersecurity strategies and processes. Risks from Cybersecurity Threats From time to time, the Corporation has experienced attempts by unauthorized parties to access or disrupt its information technology systems. To date, it has not experienced any known material breaches or material losses related to cyber-attacks.
Risks from Cybersecurity Threats From time to time, the Corporation has experienced attempts by unauthorized parties to access or disrupt its information technology systems. To date, it has not experienced any known material breaches or material losses related to cyber-attacks.
In addition, the Corporation has established a Cybersecurity Materiality Assessment Team (“CMAT”) for the purpose of evaluating specific cyber incidents or a series of related incidents. It includes certain of the Corporation’s senior managers with cross-functional representation from operations, finance/accounting, information technology, risk management and human resources.
It includes certain of the Corporation’s senior managers with cross-functional representation from operations, finance/accounting, information technology, risk management and human resources.
Added
The IT Team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes. In addition, the Corporation has established a Cybersecurity Materiality Assessment Team (“CMAT”) for the purpose of evaluating specific cyber incidents or a series of related incidents.
Added
These relationships enable the Corporation to access specialized knowledge and insights with respect to its cybersecurity strategies and processes. The Corporation's oversight of third-party service providers includes regular security reviews, and the IRP specifically includes protocols for responding to and mitigating risks arising from a breach at a third-party software or service provider.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeNo. 2 Jian Cao Ping Taiyuan, Shanxi, China Manufacturing facilities and offices 338,000 on 14.6 acres Metal, steel and brick Alloys Unlimited and Processing, LLC 3760 Oakwood Avenue Austintown, OH 44515* Manufacturing facilities and offices 69,800 on 1.5 acres Steel framed and cement block 14 Company and Location Principal Use Approximate Square Footage Type of Construction AIR AND LIQUID PROCESSING SEGMENT Air & Liquid Systems Corporation Aerofin Division 4621 Murray Place Lynchburg, VA 24506* Manufacturing facilities and offices 146,000 on 15.3 acres Brick, concrete and steel Buffalo Air Handling Division 467 Zane Snead Drive Amherst, VA 24531* Manufacturing facilities and offices 89,000 on 19.5 acres Metal and steel 4201 Murray Place Lynchburg, VA 24501* Manufacturing facilities and offices 69,700 on 8.6 acres Metal and cement block Buffalo Pumps Division 874 Oliver Street N.
Biggest changeNo. 2 Jian Cao Ping Taiyuan, Shanxi, China Manufacturing facilities and offices 338,000 on 14.6 acres Metal, steel and brick AIR AND LIQUID PROCESSING SEGMENT Air & Liquid Systems Corporation Aerofin Division 4621 Murray Place Lynchburg, VA 24506* Manufacturing facilities and offices 146,000 on 15.3 acres Brick, concrete and steel Buffalo Air Handling Division 467 Zane Snead Drive Amherst, VA 24531* Manufacturing facilities and offices 89,000 on 19.5 acres Metal and steel 4201 Murray Place Lynchburg, VA 24501* Manufacturing facilities and offices 69,700 on 8.6 acres Metal and cement block Buffalo Pumps Division 874 Oliver Street N.
Tonawanda, NY 14120* Manufacturing facilities and offices 94,000 on 9 acres Metal, brick and cement block * Facility is leased. Most of the Corporation’s domestic real property locations are subject to sale-leaseback financing transactions with STORE, including its manufacturing facilities. See Note 9 , Debt , to the Consolidated Financial Statements. UES subleases office space to the Corporation.
Tonawanda, NY 14120* Manufacturing facilities and offices 94,000 on 9 acres Metal, brick and cement block * Facility is leased. 16 Most of the Corporation’s domestic real property locations are subject to sale-leaseback financing transactions with STORE, including its manufacturing facilities. See Note 10 , Debt , to the Consolidated Financial Statements. UES subleases office space to the Corporation.
The Corporation further subleases a portion of its office space to Air & Liquid for use as its headquarters. The Corporation believes all of the owned facilities are adequate and suitable for their respective purposes. The forged roll facilities of the FCEP segment operated within approximately 80% to 90% of their normal capacity during 2024.
The Corporation further subleases a portion of its office space to Air & Liquid for use as its headquarters. The Corporation believes all of the owned facilities are adequate and suitable for their respective purposes. The forged roll facilities of the FCEP segment operated within approximately 80% to 85% of their normal capacity during 2025.
See Note 4 , Property, Plant and Equipment , and Note 9 , Debt , to the Consolidated Financial Statements for disclosure of properties held as collateral.
See Note 5 , Property, Plant and Equipment , and Note 10 , Debt , to the Consolidated Financial Statements for disclosure of properties held as collateral.
Highway 30 Valparaiso, IN 46383* Manufacturing facilities 88,000 on 20 acres Metal and steel 1712 Greengarden Road Erie, PA 16501* Manufacturing facilities 40,000 on 1 acre Metal and steel Union Electric Steel UK Limited Coulthards Lane Gateshead, England Manufacturing facilities and offices 274,000 on 10 acres Steel framed, metal and brick Åkers Sweden AB Bruksallén 12SE-647 51 Åkers Styckebruk, Sweden Manufacturing facilities and offices 394,000 on 162 acres Steel framed, metal and brick Åkers Valji Ravne d.o.o.
Highway 30 Valparaiso, IN 46383* Manufacturing facilities 88,000 on 20 acres Metal and steel 1712 Greengarden Road Erie, PA 16501* Manufacturing facilities 40,000 on 1 acre Metal and steel Åkers Sweden AB Bruksallén 12SE-647 51 Åkers Styckebruk, Sweden Manufacturing facilities and offices 394,000 on 162 acres Steel framed, metal and brick Åkers Valji Ravne d.o.o.
The cast roll facilities of the FCEP segment operated within approximately 65% to 75% of normal operating capacity during 2024, primarily due to soft European demand. The facilities of the ALP segment operated within approximately 75% to 85% of their normal capacity.
Excluding the operations of UES-UK, the cast roll facilities of the FCEP segment operated within approximately 85% to 95% of normal operating capacity during 2025. The facilities of the ALP segment operated within approximately 70% to 80% of their normal capacity.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeEnvironmental exposures are difficult to assess and estimate for numerous reasons, including lack of reliable data, the multiplicity of possible solutions, the years of remedial and monitoring activity required, and identification of new sites. The Corporation believes appropriate reserves have been established. See Note 21 , Environmental Matters , to the Consolidated Financial Statements. ITEM 4.
Biggest changeEnvironmental exposures are difficult to assess and estimate for numerous reasons, including lack of reliable data, the multiplicity of possible solutions, the years of remedial and monitoring activity required, and identification of new sites. The Corporation believes appropriate reserves have been established. See Note 22 , Environmental Matters , to the Consolidated Financial Statements. ITEM 4.
Air & Liquid and, in some cases, the Corporation, are defendants (among a number of defendants, often in excess of 50) in cases filed in various state and federal courts. The Corporation believes appropriate reserves have been established. See Note 19 , Litigation , to the Consolidated Financial Statements.
Air & Liquid and, in some cases, the Corporation, are defendants (among a number of defendants, often in excess of 50) in cases filed in various state and federal courts. The Corporation believes appropriate reserves have been established. See Note 20 , Litigation , to the Consolidated Financial Statements.
MINE SAFE TY DISCLOSURES Not applicable. 15 – PART II –
MINE SAFE TY DISCLOSURES Not applicable. 17 – PART II –
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INSOLVENCY As of the Filing Date (October 14, 2025), the Directors of UES-UK filed a Notice of Appointment with the Insolvency Court formally appointing FRP as administrators of UES-UK (the “Administrators”). This action was confined to UES-UK exclusively and did not affect the Corporation or any of its other subsidiaries.
Added
As of the Filing Date, UES-UK was in administration and its affairs, business and property were being managed by the Administrators. The Administrators have set out their proposals to UES-UK’s creditors, which include an orderly wind-down of UES-UK’s financial affairs and sale of its assets. See Note 2 , Exit and Deconsolidation Charges , to the Consolidated Financial Statements.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe number of registered shareholders at December 31, 2024 and 2023 equaled 345 and 348, respectively. The number of registered warrant holders at each of December 31, 2024 and 2023 equaled 21. ITE M 6. RESERVED
Biggest changeIn June 2017, the Corporation announced it would suspend quarterly cash dividends, beginning with the second quarter of 2017. The number of registered shareholders at December 31, 2025 and 2024 equaled 317 and 345, respectively. ITE M 6. RESERVED
Removed
In June 2017, the Corporation announced it would suspend quarterly cash dividends, beginning with the second quarter of 2017. The Series A warrants are traded on the NYSE American Exchange (symbol AP WS). Each warrant entitles the holder with the right to purchase 0.4464 shares of common stock of Ampco-Pittsburgh Corporation.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(3) Represents reimbursement of past energy costs at one of the Corporation ’ s foreign operations by its local government. 20 Forged and Cast Engineered Products 2024 2023 Change Net sales: Forged and cast mill rolls $ 273,036 $ 285,577 $ (12,541 ) FEP 13,529 18,184 (4,655 ) $ 286,565 $ 303,761 $ (17,196 ) Operating income $ 10,494 $ 7,580 $ 2,914 Backlog: Forged and cast mill rolls $ 248,437 $ 245,063 $ 3,374 FEP 2,093 2,540 (447 ) $ 250,530 $ 247,603 $ 2,927 Net sales decreased by $17,196 in 2024 from 2023 principally due to: • Lower volume of roll shipments, which decreased net sales in 2024 when compared to 2023 by approximately $19,600; • Lower volume of FEP shipments, which decreased net sales in 2024 when compared to 2023 by approximately $3,400; offset by • Improved pricing, net of lower variable-index surcharges passed through to customers as a result of fluctuations in the price of raw material, energy and transportation cost, which increased net sales in 2024 when compared to 2023 by approximately $5,100; and • Changes in exchange rates used to translate net sales of the segment’s foreign subsidiaries into the U.S. dollar, which increased net sales in 2024 when compared to 2023 by approximately $700.
Biggest changeForged and Cast Engineered Products 2025 2024 Change Net sales: Forged and cast mill rolls $ 274,257 $ 273,036 $ 1,221 FEP 18,351 13,529 4,822 $ 292,608 $ 286,565 $ 6,043 Operating (loss) income $ (44,679 ) $ 10,494 $ (55,173 ) Backlog: Forged and cast mill rolls $ 197,897 $ 248,437 $ (50,540 ) FEP 10,707 2,093 8,614 $ 208,604 $ 250,530 $ (41,926 ) Net sales increased by $6,043 in 2025 from 2024 principally due to: • Improved pricing, including variable-index surcharges passed through to customers as a result of fluctuations in the price of raw material, energy and transportation cost, which increased net sales in 2025 when compared to 2024 by approximately $9,400; • Higher volume of FEP shipments, which increased net sales in 2025 when compared to 2024 by approximately $3,100; and • Changes in exchange rates used to translate net sales of the segment’s foreign subsidiaries into the U.S. dollar, which increased net sales in 2025 when compared to 2024 by approximately $4,400; offset by • Lower volume of roll shipments, which decreased net sales in 2025 when compared to 2024 by approximately $10,900.
Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot strip mills, medium/heavy section mills, roughing mills, and plate mills. FEP principally are sold to customers in the steel distribution market, oil and gas industry and the aluminum and plastic extrusion industries.
Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot strip mills, medium/heavy section mills, roughing mills, and plate mills. FEP principally are sold to customers in the steel distribution market, the oil and gas industry, and the aluminum and plastic extrusion industries.
If the Corporation determined it would not be able to realize all or part of the deferred income tax assets in the future, an adjustment to the valuation allowance would be established resulting in a charge to net income (loss).
If the Corporation determined it would not be able to realize all or part of the deferred income tax assets in the future, an adjustment to the valuation allowance would be established resulting in a charge to net (loss) income.
Cash held by the Corporation’s foreign operations is considered to be 23 permanently re-invested; accordingly, a provision for estimated local and withholding tax has not been made. If the Corporation was to remit any foreign earnings to it or any of its U.S. entities, the estimated tax impact is expected to be insignificant.
Cash held by the Corporation’s foreign operations is considered to be permanently re-invested; accordingly, a provision for estimated local and withholding tax has not been made. If the Corporation was to remit any foreign earnings to it or any of its U.S. entities, the estimated tax impact is expected to be insignificant.
Since these benefits will be paid 24 over many years, the expected long-term rate of return is reflective of current investment returns and investment returns over a longer period. Consideration is also given to target and actual asset allocations, inflation and real risk-free return.
Since these benefits will be paid over many years, the expected long-term rate of return is reflective of current investment returns and investment returns over a longer period. Consideration is also given to target and actual asset allocations, inflation and real risk-free return.
The Corporation does not recognize a tax benefit in the consolidated financial statements related to a tax position taken or expected to be taken in a tax return unless it is “more likely than not” the tax authorities will sustain the tax position solely on the basis of the 25 position’s technical merits.
The Corporation does not recognize a tax benefit in the consolidated financial statements related to a tax position taken or expected to be taken in a tax return unless it is “more likely than not” the tax authorities will sustain the tax position solely on the basis of the position’s technical merits.
Included in income from operations for 2024 is a: • Credit of $4,101 associated with the decrease in the estimated costs of pending and future asbestos claims net of additional insurance recoveries and a reduction in the estimated defense-to-indemnity cost ratio from 60% to 55% (the “Asbestos-Related Credit”) and • Credit of $83 for proceeds received from an insolvent asbestos-related insurance carrier (the “Asbestos-Related Proceeds”).
By comparison, included in income from operations for 2024 is a: • Credit of $4,101 associated with the decrease in the estimated costs of pending and future asbestos claims net of additional insurance recoveries and a reduction in the estimated defense-to-indemnity cost ratio from 60% to 55% (the “Asbestos-Related Credit”) and • Credit of $83 for proceeds received from an insolvent asbestos-related insurance carrier (the “Asbestos-Related Proceeds”).
Accordingly, assumptions are made about pricing, volume and asset-resale values. Actual results may differ from these assumptions. We believe the amounts recorded in the accompanying consolidated financial statements for property, plant and equipment are recoverable and are not impaired as of December 31, 2024.
Accordingly, assumptions are made about pricing, volume and asset-resale values. Actual results may differ from these assumptions. We believe the amounts recorded in the accompanying consolidated financial statements for property, plant and equipment are recoverable and are not impaired as of December 31, 2025.
Key variables in these assumptions, including the ability to reasonably estimate the Asbestos Liability through the expected final date by which the Corporation expects to have settled all asbestos-related claims, are summarized in Note 19 , Litigation , to the Consolidated Financial Statements.
Key variables in these assumptions, including the ability to reasonably estimate the Asbestos Liability through the expected final date by which the Corporation expects to have settled all asbestos-related claims, are summarized in Note 20 , Litigation , to the Consolidated Financial Statements.
Along with principal payments, the Corporation will be required to make regular interest payments, the amount of which will vary as the underlying benchmark rates change. See Note 9 , Debt , to the Consolidated Financial Statements.
Along with principal payments, the Corporation will be required to make regular interest payments, the amount of which will vary as the underlying benchmark rates change. See Note 10 , Debt , to the Consolidated Financial Statements.
The segment has operations in the United States, England, Sweden, Slovenia, and an equity interest in three joint venture companies in China. Collectively, the segment primarily competes with European, Asian, and North and South American companies in both domestic and foreign markets and operates several sales offices located throughout the world.
The segment has operations in the United States, Sweden, Slovenia, and an equity interest in two joint venture companies in China. Collectively, the segment primarily competes with European, Asian, and North and South American companies in both domestic and foreign markets and operates several sales offices located throughout the world.
Given the Corporation’s anticipated future earnings from operations in Sweden, due in part to the movement of cast roll production from the U.K. to Sweden, the Corporation believes there is a reasonable possibility within the next 12 months, sufficient positive evidence may become available to allow the Corporation to conclude some portion of the valuation allowance will no longer be needed.
Given the Corporation’s anticipated future earnings from operations in Sweden, due in part to the movement of cast roll production from the U.K. to Sweden, and in the United States, the Corporation believes there is a reasonable possibility within the next 12 22 months, sufficient positive evidence may become available to allow the Corporation to conclude some portion of the valuation allowance will no longer be needed.
While the Corporation anticipates it has sufficient liquidity to finance the Corporation’s operational requirements, debt service costs and capital expenditures, it may from time to time consider alternatives, potential transactions and other strategies in an attempt to enhance its liquidity.
While the Corporation anticipates it has sufficient liquidity to finance the Corporation’s operational requirements, debt service costs, net asbestos payments, and capital expenditures, it may from time to time consider alternatives, potential transactions and other strategies in an attempt to enhance its liquidity.
High-quality fixed-income investments are defined as those investments which have received one of the two highest ratings given by a recognized rating agency with maturities of 10+ years. A 25 basis point increase in the discount rate would decrease projected and accumulated benefit obligations by approximately $5,000.
High-quality fixed-income investments are defined as those investments which have received one of the two highest ratings given by a recognized rating agency with maturities of 10+ years. A 25-basis point increase in the discount rate would decrease projected and accumulated benefit obligations by approximately $3,800.
The maturity date for the revolving credit facility is June 29, 2026 and, subject to the other terms and conditions of the revolving credit agreement, will become due on that date. In addition, the Corporation has Industrial Revenue Bonds (“IRBs”) which begin to become due late 2027.
The maturity date for the revolving credit facility is June 25, 2030 and, subject to the other terms and conditions of the revolving credit agreement, will become due on that date. In addition, the Corporation has Industrial Revenue Bonds (“IRBs”) which begin to become due late 2027.
Conversely, a 25 basis point decrease in the discount rate would increase projected and accumulated benefit obligations by approximately $5,000. The Corporation believes that the amounts recorded in the accompanying consolidated financial statements related to pension and other postretirement benefits are based on assumptions that are appropriate at December 31, 2024, although actual outcomes could differ.
Conversely, a 25-basis point decrease in the discount rate would increase projected and accumulated benefit obligations by approximately $3,800. The Corporation believes that the amounts recorded in the accompanying consolidated financial statements related to pension and other postretirement benefits are based on assumptions that are appropriate at December 31, 2025, although actual outcomes could differ.
The Corporation also believes this non-GAAP financial measure provides useful information to management, shareholders and investors, and others in understanding and evaluating its operating results, enhancing the overall understanding of its past performance and future prospects and allowing for greater transparency with respect to key financial metrics used by the Corporation’s management in its financial and operational decision-making.
The Corporation also believes these non-GAAP financial measures provide useful information to management, shareholders and investors, and others in understanding and evaluating its operating results, enhancing the overall understanding of its past performance and future prospects and allowing for greater transparency with respect to key financial metrics used by the Corporation’s management in its financial and operational decision-making.
Given such measures are forward looking, the Corporation cannot ensure it would be successful in achieving such enhancements or be able to improve its liquidity. With respect to litigation, see Note 19 , Litigation , to the Consolidated Financial Statements. With respect to environmental matters, see Note 21 , Environmental Matters , to the Consolidated Financial Statements.
Given such measures are forward looking, the Corporation cannot ensure it would be successful in achieving such enhancements or be able to improve its liquidity. With respect to litigation, see Note 20 , Litigation , to the Consolidated Financial Statements.
See Note 20 , Income Taxes , to the Consolidated Financial Statements. RECENTLY IMPLEMENTED AND ISSUED ACCOUNTING PRONOUNCEMENTS See Note 1 , Summary of Significant Accounting Policies , to the Consolidated Financial Statements. ITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK Not applicable. 26
RECENTLY IMPLEMENTED AND ISSUED ACCOUNTING PRONOUNCEMENTS See Note 1 , Summary of Significant Accounting Policies , to the Consolidated Financial Statements. ITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK Not applicable. 31
The credit for 2024 represents: • A decrease in the estimated settlement costs of pending and future asbestos claims, net of additional insurance recoveries, of $366 primarily as a result of recent experience; • A reduction in the estimated defense-to-indemnity cost ratio from 60% to 55%, based on ongoing experience and improvements in defense costs that are expected to continue, which reduced estimated costs by approximately $3,735; and • Asbestos-Related Proceeds of $83.
The charge for 2025 represents: • An increase in the estimated settlement costs of pending and future asbestos claims, net of additional insurance recoveries, of $14,525 primarily as a result of recent experience; offset by • A reduction in the estimated defense-to-indemnity cost ratio from 55% to 50%, based on ongoing experience and improvements in defense costs that are expected to continue, which reduced estimated costs by approximately $2,173. 21 The credit for 2024 represents the net of: • A decrease in the estimated settlement costs of pending and future asbestos claims, net of additional insurance recoveries, of $366 primarily as a result of recent experience; • A reduction in the estimated defense-to-indemnity cost ratio from 60% to 55%, based on ongoing experience and improvements in defense costs that are expected to continue, which reduced estimated costs by approximately $3,735; and • Asbestos-Related Proceeds of $83.
Funds on hand, funds generated from future operations and availability under the Corporation’s revolving credit facility are expected to be sufficient to finance the Corporation’s operational requirements, debt service costs and capital expenditures. As of December 31, 2024, remaining availability under the revolving credit facility approximated $20,562, net of standard availability reserves.
Funds on hand, funds generated from future operations and availability under the Corporation’s revolving credit facility are expected to be sufficient to finance the Corporation’s operational requirements, debt service costs, net asbestos payments, and capital expenditures. As of December 31, 2025, remaining availability under the revolving credit facility approximated $25,454, net of standard availability reserves.
Backlog at a certain date may not be a direct measure of future revenue for a particular order because price increases, negotiated subsequently to the original order, are not included in backlog until the updated contract is received from the customer and certain surcharges are not determinable until the order is completed and ready for shipment to the customer.
Backlog at a certain date may not be a direct measure of future revenue for a particular order because price increases, negotiated subsequently to the original order, are not included in backlog until the updated contract is received from the customer, certain surcharges are not determinable until the order is completed and ready for shipment to the customer, and certain orders are denominated in currency other than the functional (local) currency of the subsidiary and are not hedged.
Among other things, there can be no assurance that additional benefits similar to the Asbestos-Related Credit, the Asbestos-Related Proceeds and the Foreign Energy Credit or additional expenses similar to the Asbestos-Related Charge will not occur in future periods. The adjustments reflected in adjusted income from operations are pre-tax.
Among other things, there can be no assurance that additional expenses similar to the Asbestos-Related Charge, the Deconsolidation Charge and the Exit Charges or additional benefits similar to the Asbestos-Related Credit, the Asbestos-Related Proceeds and the Employee-Retention Credits will not occur in future periods. The adjustments reflected in non-GAAP adjusted income (loss) from operations are pre-tax.
The primary focus for the FCEP segment is to improve its profitability by maintaining a strong position in the roll market and continuing to improve operational efficiency and equipment reliability following the completion of the previously announced capital 16 equipment program.
The primary focus for the FCEP segment for 2026 is to improve its profitability by maintaining a strong position in the roll market and continuing to improve operational efficiency and equipment reliability following the completion of a significant capital equipment program during the second quarter of 2024.
In particular, the Corporation believes the exclusion of the Asbestos-Related (Credit) Charge, the Asbestos-Related Proceeds and the Foreign Energy Credit can provide a useful measure for period-to-period comparisons of the Corporation’s core business performance.
In particular, the Corporation believes the exclusion of the Asbestos-Related Charge (Credit), the Asbestos-Related Proceeds, the Deconsolidation Charge, the Exit Charges, and the Employee-Retention Credits can provide a useful measure for period-to-period comparisons of the Corporation’s core business performance.
The effect of exchange rate changes on cash and cash equivalents is primarily attributable to the fluctuation of the British pound and Swedish krona against the U.S. dollar. As a result of the above, cash and cash equivalents increased by $8,141 during 2024 and ended the period at $15,427 in comparison to $7,286 at December 31, 2023.
The effect of exchange rate changes on cash and cash equivalents is primarily attributable to the fluctuation of the British pound and Swedish krona against the U.S. dollar. As a result of the above, cash and cash equivalents decreased by $4,724 during 2025 and ended the period at $10,703 in comparison to $15,427 at December 31, 2024.
Approximately 5% of the backlog is expected to be released after 2025. A discussion of backlog by segment is included below. Gross margin, excluding depreciation and amortization , as a percentage of net sales was 19.5% and 17.7% for 2024 and 2023, respectively, and includes the Foreign Energy Credit for 2023.
Approximately 6% of the backlog is expected to be released after 2026. A discussion of backlog by segment is included below. Gross margin, excluding depreciation and amortization , as a percentage of net sales was 18.4% and 19.5% for 2025 and 2024, respectively.
The Corporation believes this non-GAAP financial measure helps identify underlying trends in its business that otherwise could be masked by the effect of the items it excludes from adjusted income from operations.
The Corporation believes these non-GAAP financial measures help identify underlying trends in its business that otherwise could be masked by the effect of these items it excludes from adjusted EBITDA and adjusted income (loss) from operations.
The net tax expense (benefit) associated with the adjustments is approximately $153 for 2024 and $(1,330) for 2023.
The net tax (benefit) expense associated with the adjustments is approximately $(483) for 2025 and $153 for 2024.
This non-GAAP financial measure is not based on any standardized methodology prescribed by accounting principles generally accepted in the United States of America (“GAAP”) and may not be comparable to similarly titled measures presented by other companies.
This non-GAAP financial measure is not based on any standardized methodology prescribed by accounting principles generally accepted in the United States of America (“GAAP”) and may not be comparable to similarly titled measures presented by other companies. Beginning in 2025, the Corporation began presenting non-GAAP adjusted EBITDA along with non-GAAP adjusted income (loss) from operations.
The focus for this segment is to grow revenues, strengthen engineering and manufacturing capabilities to keep pace with growth opportunities and continue to improve its sales distribution network.
The primary focus for the ALP segment for 2026 is to grow revenues, monitor and minimize inflationary and tariff effects, strengthen engineering and manufacturing capabilities to keep pace with growth opportunities, and continue to improve its sales distribution network.
The Corporation is actively monitoring, and will continue to actively monitor, the lingering effects from a post-pandemic environment, repercussions from the Russia-Ukraine and Middle East conflicts and similar geopolitical matters, economic conditions, and other developments relevant to its business including the potential impact on its operations, financial condition, liquidity, suppliers, industry, and workforce.
The Corporation is actively monitoring, and will continue to actively monitor, changes prompted by the U.S. government, repercussions from the Middle East conflicts and similar geopolitical matters, economic conditions, and other developments relevant to its business, including the potential impact on its operations, financial condition, liquidity, suppliers, industry, and workforce.
As of December 31, 2024, based on information known to date, the Corporation believes the amount of unrecognized tax benefits for tax positions taken or expected to be taken in a tax return, which may be challenged by the tax authorities, not to be significant.
As of December 31, 2025, based on information known to date, the Corporation believes the amount of unrecognized tax benefits for tax positions taken or expected to be taken in a tax return, which may be challenged by the tax authorities, not to be significant. 30 The Corporation’s tax filings are subject to audits by tax authorities in the various jurisdictions in which it does business.
As of December 31, 2024, the valuation allowance approximates $41,019, reducing deferred income tax assets to $2,851, an amount the Corporation believes is “more likely than not” to be realized.
As of December 31, 2025, the valuation allowance approximates $51,110, reducing deferred income tax assets to $3,898, an amount the Corporation believes is “more likely than not” to be realized.
See Note 12 , Commitments and Contingent Liabilities , and Note 15 , Derivative Instruments , to the Consolidated Financial Statements. APPLICATION OF CRITICAL ACCOUNTING ESTIMATES The Corporation has identified critical accounting estimates important to the presentation of its financial condition, changes in financial condition and results of operations and involve the most complex or subjective assessments.
APPLICATION OF CRITICAL ACCOUNTING ESTIMATES The Corporation has identified critical accounting estimates important to the presentation of its financial condition, changes in financial condition and results of operations and involve the most complex or subjective assessments.
EFFECTS OF INFLATION Inflationary and market pressures on costs are likely to continue. Customer orders for the FCEP and ALP segments generally are expected to ship within two years from the backlog date, thereby mitigating the risk of inflation when compared to longer-term contracts. In addition, product pricing is reflective of current costs.
Customer orders for the FCEP and ALP segments generally are expected to ship within two years from the backlog date, thereby mitigating the risk of inflation when compared to longer-term contracts. In addition, product pricing is reflective of current costs. For the FCEP segment, approximately 70% of customer orders include a commodity, energy and transportation surcharge.
The Corporation has long-term labor agreements at each of the key locations. Certain of these agreements will expire in 2025. As is consistent with past practice, the Corporation will negotiate with the intent to secure mutually beneficial arrangements covering multiple years.
The ALP segment also has fixed pricing for a portion of its estimated commodity (aluminum) usage. LABOR AGREEMENTS The Corporation has long-term labor agreements at each of the key locations. Certain of these agreements will expire in 2026. As is consistent with past practice, the Corporation will negotiate with the intent to secure mutually beneficial arrangements covering multiple years.
Valuation allowances are recorded against the majority of the Corporation’s deferred income tax assets. The Corporation will maintain the valuation allowances until there is sufficient evidence to support the reversal of all or some portion of the valuation allowances.
The Corporation will maintain the valuation allowances until there is sufficient evidence to support the reversal of all or some portion of the valuation allowances.
The exact timing and the amount of the valuation allowance released are subject to, among many items, the level of profitability achieved. Once the valuation allowance is completely reversed, a tax provision would be recognized on future earnings.
The exact timing and the amount of the valuation allowance released are subject to, among many items, the level of profitability achieved. Once the valuation allowance is completely reversed, a tax provision would be recognized on earnings. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.
The discount rates used in determining future pension obligations and other postretirement benefits for each of the plans are based on rates of return for high-quality fixed-income investments currently available and expected to be available during the period to maturity of the pension and other postretirement benefits.
Conversely, a percentage point increase in the expected long-term rate of return would decrease annual pension expense by approximately $1,800. 29 The discount rates used in determining future pension obligations and other postretirement benefits for each of the plans are based on rates of return for high-quality fixed-income investments currently available and expected to be available during the period to maturity of the pension and other postretirement benefits.
The Corporation’s tax filings are subject to audits by tax authorities in the various jurisdictions in which it does business. These audits may result in assessments of additional taxes. At December 31, 2024, based on information known to date, the Corporation believes there are no pending or outstanding assessments whose resolution would require recognition in its consolidated financial statements.
These audits may result in assessments of additional taxes. At December 31, 2025, based on information known to date, the Corporation believes there are no pending or outstanding assessments whose resolution would require recognition in its consolidated financial statements. See Note 21 , Income Taxes , to the Consolidated Financial Statements.
For the FCEP segment, gross margin, excluding depreciation and amortization, improved when compared to the prior year, primarily as a result of higher pricing. For the ALP segment, gross margin, excluding depreciation and amortization, declined slightly when compared to the prior year, primarily as a result of an unfavorable product mix.
For the FCEP segment, gross margin, excluding depreciation and amortization, decreased when compared to the prior year, primarily as a result of lower absorption and changes in product mix. For the ALP segment, gross margin, excluding depreciation and amortization, improved when compared to the prior year, primarily as a result of higher production volumes and a favorable product mix.
In addition, the change in operating results from the prior year includes the net benefit resulting from: • Higher volume of sales, net of changes in product mix, which improved operating results in 2024 when compared to 2023 by approximately $2,300; offset by • Higher selling and administrative costs, primarily as a result of higher employee-related costs and higher commissions on the higher volume of sales of air handling units, which reduced operating results in 2024 when compared to 2023 by approximately $2,100; and • Higher depreciation costs of approximately $100 associated with the capital investment at the additional manufacturing facility.
In addition, the change in operating results from the prior year includes: • Higher volume of sales and favorable changes in product mix, which improved operating results in 2025 when compared to 2024 by approximately $2,900; and 24 • Employee-Retention Credits of $279 for 2025; offset by • Higher selling and administrative costs, including higher commissions associated with the increase in the volume of sales of air handling units, which reduced operating results in 2025 when compared to 2024 by approximately $300; and • Higher depreciation costs of approximately $100 associated with the capital investment at the second assembly facility.
Adjusted income from operations is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are limitations related to the use of adjusted income from operations rather than income (loss) from operations, which is the nearest GAAP equivalent.
Non-GAAP adjusted EBITDA and non-GAAP adjusted income (loss) from operations are not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP.
Contributions to the defined benefit pension and other postretirement benefit plans are expected to approximate $5,000 in 2025, $4,400 in 2026, $4,000 in 2027, $3,700 in 2028, and $3,300 in 2029.
Contributions to the defined benefit pension and other postretirement benefit plans equaled $4,595 and $6,978 in 2025 and 2024, respectively. Contributions to the defined benefit pension and other postretirement benefit plans are expected to approximate $3,800 in 2026, $2,700 in 2027, $2,700 in 2028, $2,000 in 2029, and $1,700 in 2030.
To minimize the effect of future increases, including for customer orders without a surcharge, the FCEP segment has fixed pricing for a portion of its estimated electricity and natural gas usage. The ALP segment also has fixed pricing for a portion of its estimated commodity (copper and aluminum) usage.
The ability to pass on future increases in the price of commodities for the balance of the customer orders will be negotiated on a contract-by-contract basis. To minimize the effect of future increases, including for customer orders without a surcharge, the FCEP segment has fixed pricing for a portion of its estimated electricity and natural gas usage.
Future principal payments, assuming the revolving credit facility and other debt instruments become due on their respective maturity dates and the IRBs are called in 2025, are $12,186 for 2025, $59,277 for 2026, $3,564 for 2027, $3,725 for 2028, and $3,993 for 2029.
Future principal payments, assuming the revolving credit facility and other debt instruments become due on their respective maturity dates and the IRBs are called in 2026, are $15,723 for 2026, $5,707 for 2027, $5,775 for 2028, $6,003 for 2029, and $57,677 for 2030.
OFF-BALANCE SHEET ARRANGEMENTS The Corporation’s off-balance sheet arrangements include the previously mentioned expected future capital expenditures and letters of credit unrelated to the IRBs. See Note 12 , Commitments and Contingent Liabilities , to the Consolidated Financial Statements. These arrangements are not considered significant to the liquidity, capital resources, market risk, or credit risk of the Corporation.
With respect to environmental matters, see Note 22 , Environmental Matters , to the Consolidated Financial Statements. 28 OFF-BALANCE SHEET ARRANGEMENTS The Corporation’s off-balance sheet arrangements include the previously mentioned expected future capital expenditures and letters of credit unrelated to the IRBs. See Note 13 , Commitments and Contingent Liabilities , to the Consolidated Financial Statements.
Backlog equaled $250,530 at December 31, 2024, compared to $247,603 at December 31, 2023, an increase of $2,927 principally due to: • Higher backlog for cast rolls resulting primarily from recovery for hot mill and static backup rolls, which increased backlog at December 31, 2024 when compared to backlog at December 31, 2023 by approximately $16,300; offset by • Lower backlog for forged rolls principally due to softer demand, which decreased backlog at December 31, 2024 when compared to backlog at December 31, 2023 by approximately $6,400; and • Lower foreign exchange rates used to translate the backlog of the Corporation’s foreign subsidies into the U.S. dollar, which decreased backlog at December 31, 2024 when compared to backlog at December 31, 2023 by approximately $6,500.
Backlog equaled $208,604 at December 31, 2025 and $250,530 at December 31, 2024, a decrease of $41,926 principally due to: • Lower backlog for rolls principally due to softer demand, which decreased backlog at December 31, 2025 when compared to backlog at December 31, 2024 by approximately $65,300; offset by • Higher foreign exchange rates used to translate the backlog of the Corporation’s foreign subsidies into the U.S. dollar, which increased backlog at December 31, 2025 when compared to backlog at December 31, 2024 by approximately $14,700; and • Higher backlog for FEP resulting primarily from market recovery, which increased backlog at December 31, 2025 when compared to backlog at December 31, 2024 by approximately $8,600.
Selling and administrative expenses approximated $54,878 (13.1% of net sales) and $50,884 (12.0% of net sales) for 2024 and 2023, respectively. The increase of $3,994 is principally due to higher employee-related costs, higher commissions for the ALP segment, and higher professional fees for Corporate. Depreciation and amortization expense equaled $18,611 and $17,674 for 2024 and 2023, respectively.
Selling and administrative expenses approximated $52,125 (12.0% of net sales) and $54,878 (13.1% of net sales) for 2025 and 2024, respectively. The decrease of $2,753 is principally due to lower employee incentive-related costs offset by higher professional fees. Depreciation and amortization expense equaled $21,785 and $18,611 for 2025 and 2024, respectively.
For the ALP segment, businesses are benefiting from steady demand and increased market share but are facing increasing production costs due to inflation and supply chain issues as a result of the lingering effects from a post-pandemic environment. The segment has been implementing price increases for certain of its products to help mitigate these inflationary effects.
For the ALP segment, the businesses are benefiting from increased demand in the power generation and U.S. military markets and have successfully increased market share but continue to face increasing production costs due to inflation. The segment has been implementing price increases for its products to help mitigate these inflationary effects.
Operating results for 2024 include the Asbestos-Related Credit of $4,101 and the Asbestos-Related Proceeds of $83 whereas operating results for 2023 include the Asbestos-Related Charge of $40,887 offset by the Asbestos-Related Proceeds of $191. See Note 19 , Litigation, to the Consolidated Financial Statements for further discussion.
Operating results decreased by $13,713 in 2025 when compared to 2024 primarily due to higher asbestos-related costs of $16,536. Operating results for 2025 include the Asbestos-Related Charge of $12,352 whereas operating results for 2024 include the Asbestos-Related Credit of $4,101 and the Asbestos-Related Proceeds of $83. See Note 20 , Litigation, to the Consolidated Financial Statements for further discussion.
At December 31, 2024, approximately 4% of the backlog is expected to ship after 2025. 22 LIQUIDITY AND CAPITAL RESOURCES 2024 2023 Change Net cash flows provided by (used in) operating activities $ 18,028 $ (3,686 ) $ 21,714 Net cash flows used in investing activities (8,245 ) (19,685 ) 11,440 Net cash flows (used in) provided by financing activities (1,353 ) 21,688 (23,041 ) Effect of exchange rate changes on cash and cash equivalents (289 ) 234 (523 ) Net increase (decrease) in cash and cash equivalents 8,141 (1,449 ) 9,590 Cash and cash equivalents at beginning of period 7,286 8,735 (1,449 ) Cash and cash equivalents at end of period $ 15,427 $ 7,286 $ 8,141 Net cash flows provided by (used in) operating activities equaled $18,028 and $(3,686) for 2024 and 2023, respectively, with the change primarily due to a lower investment in trade working capital.
LIQUIDITY AND CAPITAL RESOURCES 2025 2024 Change Net cash flows provided by operating activities $ 1,344 $ 18,028 $ (16,684 ) Net cash flows used in investing activities (9,224 ) (8,245 ) (979 ) Net cash flows provided by (used in) financing activities 2,213 (1,353 ) 3,566 Effect of exchange rate changes on cash and cash equivalents 943 (289 ) 1,232 Net (decrease) increase in cash and cash equivalents (4,724 ) 8,141 (12,865 ) Cash and cash equivalents at beginning of period 15,427 7,286 8,141 Cash and cash equivalents at end of period $ 10,703 $ 15,427 $ (4,724 ) Net cash flows provided by operating activities equaled $1,344 and $18,028 for 2025 and 2024, respectively, with the decrease primarily due to a change in customer-related liabilities (principally customer deposits) of approximately $14,160.
Although the Corporation recorded the Asbestos-Related (Credit) Charge in 2024 and 2023, these were non-cash (credits) charges and, accordingly, did not impact net cash flows used in operating activities. Instead, net asbestos-related payments equaled $6,536 and $10,592 in 2024 and 2023, respectively, and are expected to approximate $9,000 in 2025.
Although the Corporation recorded the Asbestos-Related Charge (Credit) in 2025 and 2024, these were non-cash charges (credits) and, accordingly, did not impact net cash flows provided by operating activities. Instead, net asbestos-related payments equaled $8,654 in 2025 and, prior to reimbursement of asbestos-related costs from a previously unsettled insurance carrier, equaled $8,292 in 2024.
The amount of asbestos-related payments and corresponding insurance recoveries is difficult to predict and can vary based on a number of factors, including changes in assumptions, as outlined in Note 19 , Litigation , to the Consolidated Financial Statements. Contributions to the defined benefit pension and other postretirement benefit plans equaled $6,978 and $2,034 in 2024 and 2023, respectively.
Net asbestos-related payments are expected to approximate $9,000 in 2026 and are expected to continue in the foreseeable future. The amount of asbestos-related payments and corresponding insurance recoveries are difficult to predict and can vary based on a number of factors, including changes in assumptions, as outlined in Note 20 , Litigation, to the Consolidated Financial Statements.
Net sales equaled $418,305 and $422,340 for 2024 and 2023, respectively, a decrease of $4,035. While net sales improved for the ALP segment, the increase was more than offset by lower net sales for the FCEP segment. A discussion of sales by segment is included below. Income (loss) from operations equaled $12,169 and $(34,574) for 2024 and 2023, respectively.
While net sales for both of the segments improved, the majority of the increase is attributable to the ALP segment. A discussion of sales by segment is included below. (Loss) income from operations equaled $(54,479) and $12,169 for 2025 and 2024, respectively.
This non-GAAP financial measure excludes significant charges or credits that are one-time charges or credits, or unrelated to the Corporation’s ongoing results of operations, or beyond its control. Additionally, a portion of the incentive and compensation arrangements for certain employees is based on the Corporation’s business performance.
Non-GAAP adjusted income (loss) from operations is calculated as (loss) income from operations excluding depreciation and amortization and stock-based compensation along with significant charges or credits that are one-time charges or credits, unrelated to a segment’s or the Corporation's ongoing results of operations, or beyond its control.
The segment utilizes an independent group of sales offices located throughout the United States and Canada. EXECUTIVE OVERVIEW For the FCEP segment, global steel manufacturing capacity continues to exceed global consumption of steel products.
EXECUTIVE OVERVIEW For the FCEP segment, global steel manufacturing capacity continues to exceed global consumption of steel products. Demand for steel is soft but stable.
CONSOLIDATED RESULTS OF OPERATIONS OVERVIEW The Corporation 2024 2023 Net Sales: Forged and Cast Engineered Products $ 286,565 69 % $ 303,761 72 % Air and Liquid Processing 131,740 31 % 118,579 28 % Consolidated $ 418,305 100 % $ 422,340 100 % Income (Loss) from Operations: Forged and Cast Engineered Products $ 10,494 $ 7,580 Air and Liquid Processing (1) 15,858 (29,084 ) Corporate costs (14,183 ) (13,070 ) Consolidated $ 12,169 $ (34,574 ) Backlog: Forged and Cast Engineered Products $ 250,530 66 % $ 247,603 65 % Air and Liquid Processing 128,354 34 % 131,309 35 % Consolidated $ 378,884 100 % $ 378,912 100 % (1) Income (loss) from operations for the ALP segment includes a net (benefit) charge for asbestos-related items of $(4,184) and $40,696 in 2024 and 2023, respectively, as more fully explained in Note 19 , Litigation, to the Consolidated Financial Statements.
CONSOLIDATED RESULTS OF OPERATIONS OVERVIEW The Corporation 2025 2024 Net Sales: Forged and Cast Engineered Products $ 292,608 67 % $ 286,565 69 % Air and Liquid Processing 141,558 33 % 131,740 31 % Consolidated $ 434,166 100 % $ 418,305 100 % (Loss) Income from Operations: Forged and Cast Engineered Products (1) $ (44,679 ) $ 10,494 Air and Liquid Processing (2) 2,145 15,858 Corporate costs (11,945 ) (14,183 ) Consolidated $ (54,479 ) $ 12,169 Backlog: Forged and Cast Engineered Products $ 208,604 63 % $ 250,530 66 % Air and Liquid Processing 120,333 37 % 128,354 34 % Consolidated $ 328,937 100 % $ 378,884 100 % (1) (Loss) income from operations for the FCEP segment includes the Deconsolidation Charge of $41,424 and the Exit Charges of $10,790, as more fully explained in Note 2 , Exit and Deconsolidation Charges, to the Consolidated Financial Statements.
For 2023, includes a net expense of $40,696 for the Asbestos-Related Charge offset by the Asbestos-Related Proceeds. See Note 19 , Litigation, to the Consolidated Financial Statements for further information. Net sales for 2024 improved from the prior year by $13,161.
For 2024, includes a net benefit of $(4,184) for the Asbestos-Related Credit and the Asbestos-Related Proceeds. See Note 20 , Litigation, to the Consolidated Financial Statements for further information.
A percentage point decrease in the expected long-term rate of return would increase annual pension expense by approximately $2,300. Conversely, a percentage point increase in the expected long-term rate of return would decrease annual pension expense by approximately $2,300.
The Corporation believes the expected long-term rate of return of 6.40% for its domestic plan to be reasonable, which compares to its actual return on plan assets of approximately 10.35% for 2025. A percentage point decrease in the expected long-term rate of return would increase annual pension expense by approximately $1,800.
The Corporation has presented non-GAAP adjusted income from operations because it is a key measure used by the Corporation’s management and Board of Directors to understand and evaluate the Corporation’s operating performance and to develop operational goals for managing its business.
These measures are key measures used by the Corporation's management and Board of Directors to understand and evaluate the operating performance of the Corporation and its segments.
Corporate costs increased in 2024, when compared to 2023, by $1,113, primarily due to higher employee-related costs and professional fees. Backlog equaled $378,884 at December 31, 2024 versus $378,912 as of December 31, 2023.
A discussion of (loss) income from operations for the Corporation’s two segments is included below. Corporate costs decreased in 2025, when compared to 2024, by $2,238, primarily due to lower employee incentive-related costs. Backlog equaled $328,937 at December 31, 2025 versus $378,884 as of December 31, 2024.
At December 31, 2024, approximately 5% of the backlog is expected to ship after 2025. 21 Air and Liquid Processing 2024 2023 Change Net sales: Air handling systems $ 46,439 $ 38,526 $ 7,913 Centrifugal pumps 40,064 34,795 5,269 Heat exchange coils 45,237 45,258 (21 ) $ 131,740 $ 118,579 $ 13,161 Operating income (loss) (1) $ 15,858 $ (29,084 ) $ 44,942 Backlog $ 128,354 $ 131,309 $ (2,955 ) (1) For 2024, includes a net benefit of $(4,184) for the Asbestos-Related Credit and the Asbestos-Related Proceeds.
Air and Liquid Processing 2025 2024 Change Net sales: Air handling systems $ 50,028 $ 46,439 $ 3,589 Heat exchange coils 48,451 45,237 3,214 Centrifugal pumps 43,079 40,064 3,015 $ 141,558 $ 131,740 $ 9,818 Operating income (1) $ 2,145 $ 15,858 $ (13,713 ) Backlog $ 120,333 $ 128,354 $ (8,021 ) (1) For 2025, includes a net charge of $12,352 for the Asbestos-Related Charge.
Net income (loss) attributable to Ampco-Pittsburgh was approximately $438 or $0.02 per common share for 2024 and $(39,928) or $(2.04) per common share for 2023.
The income tax benefit resulting from the Corporation's majority-owned Chinese joint venture qualifying as an HTE of approximately $1,000 reduced the net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh by approximately $598, or $0.03 per common share, for 2025. Net income attributable to Ampco-Pittsburgh was approximately $438 or $0.02 per common share for 2024.
In addition, in February 2025, the segment's U.K. operations entered into a formal consultation process with its unions and staff to evaluate various options to improve its profitability.
The segment utilizes an independent group of sales offices located throughout the United States and Canada. EXIT AND DECONSOLIDATION CHARGES In February 2025, Union Electric Steel UK Limited (“UES-UK”), an indirect wholly owned subsidiary of the Corporation, entered into a formal consultation process with its unions and staff to evaluate various options to improve its profitability.
The income tax provision for 2024 also includes approximately $153 of state income tax expense associated with the Asbestos-Related Credit whereas the income tax benefit for 2023 includes approximately $1,330 of state income tax benefit associated with the Asbestos-Related Charge offset by income tax expense of $203, resulting from the revaluation of state deferred income tax assets of the ALP segment following new legislation enacted in 2022, which will gradually decrease the Pennsylvania state income tax rate to 4.99% by 2031.
The income tax provision for 2025 includes a state income tax benefit of approximately $494 associated with the Asbestos-Related Charge whereas the income tax provision for 2024 includes state income tax expense of approximately $153 associated with the Asbestos-Related Credit. Valuation allowances are recorded against the majority of the Corporation’s deferred income tax assets.
Other income – net for 2024 and 2023 is comparable and is comprised of the following: 2024 2023 Change Net pension and other postretirement income $ 4,798 $ 5,020 $ (222 ) Losses on foreign exchange transactions (483 ) (692 ) 209 Unrealized gains on Rabbi trust investments 68 273 (205 ) Other (7 ) (85 ) 78 $ 4,376 $ 4,516 $ (140 ) Income tax (provision) benefit equaled $(2,695) and $1,158 for 2024 and 2023, respectively, and includes income taxes associated with the Corporation’s profitable operations.
The net decrease of $251 is principally due to: For the Year Ended December 31, 2025 Lower average interest rates - primarily revolving credit facility $ (614 ) Lower average borrowings outstanding (372 ) Interest on Equipment Term Notes 490 Effect from capitalizing interest in the prior year 251 Other (6 ) $ (251 ) Other income – net for 2025 decreased when compared to 2024 principally due to the lower net pension and other postretirement income resulting from a lower expected return on plan assets in 2025 versus 2024. 2025 2024 Change Net pension and other postretirement income $ 2,929 $ 4,798 $ (1,869 ) Losses on foreign exchange transactions (851 ) (483 ) (368 ) Investment and interest income 262 121 141 Unrealized gains on Rabbi trust investments 86 68 18 Other - (7 ) 7 $ 2,426 $ 4,497 $ (2,071 ) Income tax provision equaled $120 and $2,695 for 2025 and 2024, respectively, and includes income taxes associated with the Corporation’s profitable operations.
In 2024, the Corporation and Air & Liquid entered into a settlement agreement with a previously unsettled insurance carrier resulting in reimbursement of prior years’ costs of approximately $1,756 thereby reducing net asbestos-related payments for 2024. Asbestos-related payments and corresponding insurance recoveries are expected to continue in the foreseeable future.
In addition, net cash flows provided by operating activities for the prior year benefited from the reimbursement of asbestos-related costs of approximately $1,756 from a previously unsettled insurance carrier.
Removed
Demand for steel in the segment’s two largest markets, North America and Europe, softened during 2024 compared to 2023 and 2022 and is approximately 15% below 2019 pre-pandemic levels as of December 31, 2024. The financial impact from weaker demand has been mitigated through higher pricing and increased participation in new mill builds, primarily in North America.
Added
The U.K. operations had been impacted by unpredictable and high energy costs compared to its foreign competitors, lower demand for its products manufactured in the U.K., and increased imports of rolls and flat rolled steel into Europe from low-cost countries.
Removed
Recent order intake has shown improvement, and shipments are expected to increase for the segment’s cast roll facilities and pricing to remain stable in 2025. In addition, FEP order activity is improving after several years of depressed demand.
Added
UES-UK completed its formal consultation process in the second quarter of 2025 and, in light of UES-UK's historical performance and management's outlook for the remainder of 2025 and subsequent years, decided to exit its operations.
Removed
Increased entry of low-priced products from other countries has negatively impacted local demand in Europe and the U.S., with several of the segment’s largest customers engaging in trade cases to reduce the number of imports into the U.S.
Added
The Corporation initially recognized charges approximating $10,790 primarily for employee-related costs payable to the employees of UES-UK under existing benefit plans and accelerated depreciation from reducing the estimated remaining useful lives and revising the estimated residual values of the property, plant and equipment of UES-UK.
Removed
In addition, the new administration has announced new tariffs on steel and aluminum imports to the U.S. and has, for now, removed the exceptions that allowed some countries to continue sending products to the U.S.
Added
These charges include similar closure costs approximating $800 for the non-core steel distribution facility located in Ohio held by Alloys Unlimited and Processing, LLC (“AUP”) (collectively, the “Exit Charges”). 18 The Exit Charges included the following components: Type of Cost Location of Cost in Statement of Operations For the Year Ended December 31, 2025 Employee-related costs Severance charge $ 6,266 Accelerated depreciation Depreciation and amortization 3,327 Professional fees Selling and administrative 611 Loss on sale of assets Loss on disposal of assets 210 Other Costs of products sold (excluding depreciation and amortization) 376 Total Exit Charges $ 10,790 The charge for employee-related costs primarily represents statutory severance and other benefits payable to the approximately 168 employees of UES-UK and the 15 employees of AUP under existing benefit plans.
Removed
By comparison, included in loss from operations for 2023 is a: • Net charge of $40,887 associated with the increase in the estimated costs of pending and future asbestos claims net of additional insurance recoveries and a reduction in the estimated defense-to-indemnity cost ratio from 65% to 60% (the “Asbestos-Related Charge”); • Credit of $191 for proceeds received from an insolvent asbestos-related insurance carrier (the “Asbestos-Related Proceeds”); and • Credit of $1,874 for the reimbursement of past energy costs at one of the Corporation’s foreign operations by its local government (the “Foreign Energy Credit”). 17 A discussion of income (loss) from operations for the Corporation’s two segments is included below.
Added
Accelerated depreciation is a non-cash charge and represents primarily higher depreciation expense resulting from reducing the estimated remaining useful lives and revising the estimated residual values of the property, plant and equipment of UES-UK and AUP. Professional fees represent direct costs incurred relating to the formal consultation process for and Structured Insolvency of UES-UK and closure of AUP.
Removed
The increase of $937 is primarily associated with completion of the capital equipment program at the FCEP segment, in the first half of 2024, to upgrade existing machinery at certain of its locations. (Credit) charge for asbestos-related costs equaled $(4,184) and $40,696 for 2024 and 2023, respectively.

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