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What changed in Metallus Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Metallus Inc.'s 2023 and 2024 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 2024 report.

+222 added−207 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-28)

Top changes in Metallus Inc.'s 2024 10-K

222 paragraphs added · 207 removed · 181 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe employ proactive environmental practices that focus on maintaining clean air, water and land, and comply with environmental rules and regulations. Innovation, collaboration and stakeholder engagement are embedded within our environmental programs. Our Board of Directors oversees our sustainability strategy, including receiving regular updates from senior leadership and reviewing sustainability-related risks and opportunities annually.
Biggest changeOur Board of Directors oversees our sustainability strategy, including receiving regular updates from senior leadership and reviewing sustainability-related risks and opportunities annually. In October 2021, Metallus announced 2030 environmental goals – a critical milestone in the evolution of the Company’s sustainability program.
The Contract, which is in effect until September 27, 2025, provides Metallus' Canton-based bargaining employees an increase to base wages every year, competitive healthcare and retirement benefits for all members, as well as a continued focus on employee wellbeing as well as safe and sustainable operations. The Contract covers approximately 1,170 bargaining employees at the Company’s Canton, Ohio operations.
The Contract, which is in effect until September 27, 2025, provides Metallus' Canton-based bargaining employees an increase to base wages every year, competitive healthcare and retirement benefits for all members, as well as a continued focus on employee wellbeing and safe and sustainable operations. The Contract covers approximately 1,170 bargaining employees at the Company’s Canton, Ohio operations.
As further detailed in our applicable policies, Metallus does not tolerate harassment or disrespect of an individual for any reason, and we strictly forbid any form of child labor, forced labor or slavery, or human trafficking at any of our facilities or within our supply chain.
As further detailed in our applicable policies, Metallus does not tolerate discrimination, harassment or disrespect of an individual for any reason, and we strictly forbid any form of child labor, forced labor or slavery, or human trafficking at any of our facilities or within our supply chain.
The information contained on or accessible through, including any reports available on, our website, or on any other website referred to in this Annual Report on Form 10-K is not incorporated by reference i nto this Annual Report unless expressly noted. 9 Table of Contents
The information contained on or accessible through, including any reports available on, our website, or on any other website referred to in this Annual Report on Form 10-K is not incorporated by reference i nto this Annual Report unless expressly noted. 10 Table of Contents
All 2030 targets are based on the Company’s operating assets as of 2018 and do not account for any future inorganic growth or other expansion of the Company's facilities or operating assets, for which an adjustment to the absolute reduction may be required.
All 2030 targets are based on the Company’s operating assets as of 2018 and do not account for any future inorganic growth or other expansion of its facilities or operating assets, for which an adjustment to the absolute reduction may be required.
Manufactured Components . In addition to our customized steels, we also custom-make precision components that provide us with the opportunity to further expand our market for bar and tube products and capture additional sales.
Manufactured Components . In addition to our customized steels, we also make precision components that provide us with the opportunity to further expand our market for bar and tube products and capture additional sales.
The Metallus Code of Conduct sets forth policies covering a broad range of subjects, including antitrust and competition, corruption and bribery, conflicts of interest, inside information, accurate financial records, harassment, environment, health and safety and intellectual property, among other matters, and requires strict adherence to laws and regulations applicable to the Company’s business.
The Metallus Code of Conduct sets forth policies covering a broad range of subjects, including antitrust and competition, corruption and bribery, conflicts of interest, inside information, accurate financial records, harassment, environmental, health and safety and intellectual property, among other matters, and requires strict adherence to laws and regulations applicable to the Company’s business.
We recognize that a diverse workforce and an inclusive, engaging culture has enabled us to deliver innovative solutions throughout the life of our business and is key to our continued business success. Within our organization, we maintain employee resource groups (ERGs) which further promote belonging and inclusion.
We recognize that an inclusive, engaging culture has enabled us to deliver innovative solutions throughout the life of our business and is key to our continued business success. Within our organization, we maintain employee resource groups (ERGs) which further promote belonging and inclusion.
The natural gas surcharge is only applicable when the price of natural gas exceeds a certain dollar amount per MMBtu. Our surcharge mechanisms are designed to mitigate the impact of increases or decreases in raw material costs, although generally with a lag effect.
The energy surcharge is only applicable when the price of natural gas exceeds a certain dollar amount per MMBtu or when the price of electricity exceeds a certain amount per MWH. Our surcharge mechanisms are designed to mitigate the impact of increases or decreases in raw material costs, although generally with a lag effect.
Sales and Distribution Our sales force is made up largely of engineers that are backed by a team of metallurgists and other technical experts. While most of our products are sold directly to original equipment ("OE") manufacturers, a portion of our sales are made through authorized distributors and steel service centers, representing approximately 25% of net sales during 2023.
Sales and Distribution Our sales force is made up largely of engineers that are backed by a team of metallurgists and other technical experts. While most of our products are sold directly to original equipment ("OE") manufacturers, a portion of our sales are made through authorized distributors and steel service centers, representing approximately 18% of net sales during 2024.
From time to time, we may be a party to lawsuits, claims or other proceedings related to environmental matters and/or receive notices of potential violations of environmental laws and regulations from the EPA and similar state or local authorities. We recorded reserves for such environmental matters of $0.6 million and $0.1 million as of December 31, 2023 and 2022, respectively.
From time to time, we may be a party to lawsuits, claims or other proceedings related to environmental matters and/or receive notices of potential violations of environmental laws and regulations from the EPA and similar state or local authorities. We recorded reserves for such environmental matters of $0.4 million and $0.6 million as of December 31, 2024 and 2023, respectively.
This sense of responsibility drives engagement through increased 7 Table of Contents awareness of the vital role each team member plays in promoting a safe work environment while maintaining our commitment to best-in-class quality in our processes and products. We recognize the need and are committed to improving the Company's safety culture.
This sense of responsibility drives engagement through increased awareness of the vital role each team member plays in promoting a safe work environment while maintaining our commitment to best-in-class quality in our processes and products. We recognize the need for and are committed to improving the Company's safety culture.
Our Company also provides employer-sponsored health and wellness benefits to our employees. Employee retention We seek to retain the best people by providing them with opportunities to grow, build skills and be appreciated for their contributions as they work to serve our customers.
Our company also provides employer-sponsored health and wellness benefits to our employees. 8 Table of Contents Employee retention We seek to retain the best people by providing them with opportunities to grow, build skills and be appreciated for their contributions as they work to serve our customers.
We also care about our customers, and provide tailored solutions built on a technical foundation through our: • Knowledgeable, experienced, and attentive management and technical teams. • Trusted, lasting partnerships with customers across diverse end markets. • Leadership position in differentiated markets with a legacy of providing critical applications.
We provide tailored solutions for our customers built on a technical foundation through our: • Knowledgeable, experienced, and attentive management and technical teams. • Trusted, lasting partnerships with customers across diverse end markets. • Leadership position in differentiated markets with a legacy of providing critical applications.
The majority of our customers are served through individually negotiated price agreements. Competition The steel industry, both domestically and globally, is highly competitive and is expected to remain so.
The majority of our customers are served through individually negotiated price agreements. 4 Table of Contents Competition The steel industry, both domestically and globally, is highly competitive and is expected to remain so.
Manufactured component competitors include both integrated and non-integrated component producers. Lead Time The lead time for our products varies based on product type and specifications. As of the date of this filing, our lead times for bar products currently extend to April and tube product lead times extend into May 2024.
Manufactured component competitors include both integrated and non-integrated component producers. Lead Time The lead time for our products varies based on product type and specifications. As of the date of this filing, lead times for bar and tube products currently extend to May 2025.
These products provide customers, especially those in the automotive end-market, with ready-to-finish components that simplify vendor management, streamline supply chains and often cost less than other alternatives. We also customize products and services for the industrial, aerospace & defense and energy end-markets.
These products provide customers, especially those in the automotive end-market, with ready-to-finish components that simplify vendor management, streamline supply chains and often cost less than other alternatives. We also produce products and provide supply chain solutions for the industrial, aerospace & defense and energy end-markets.
We believe a continuous focus on Company culture and employee engagement will help us provide high quality products to our customers. In 2023, we conducted quarterly surveys to gather insight into the level of employee engagement at Metallus and other factors that contribute to a successful workplace.
We believe a continuous focus on company culture and employee engagement will help us provide high quality products to our customers. In 2024, we conducted semi-annual surveys to gather insight into the level of employee engagement at Metallus and other factors that contribute to a successful workplace.
For very large bars from 10 to 16 inches in diameter, 4 Table of Contents offshore producers as well as specialty forging companies in North America such as Scot Forge and Frisa are the primary competitors.
For very large bars from 10 to 16 inches in diameter, offshore producers as well as specialty forging companies in North America such as Scot Forge and Frisa are the primary competitors.
In October 2021, the Company announced the following 2030 environmental goals, compared with a 2018 baseline: • 40% absolute reduction in combined Scope 1 and Scope 2 greenhouse gas emissions • 30% absolute reduction in total energy consumption (direct and indirect) • 35% absolute reduction in fresh water withdrawn • 10% reduction in waste-to-landfill intensity The Company’s 2030 targets for GHG emissions, energy consumption and fresh water withdrawn are based on an absolute or total reduction in the amount of GHG emissions, energy consumption and fresh water withdrawn as compared to a 2018 baseline.
We committed to the following 2030 environmental goals, compared with a 2018 baseline: • 40% absolute reduction in combined Scope 1 and Scope 2 greenhouse gas emissions • 30% absolute reduction in total energy consumption (direct and indirect) • 35% absolute reduction in fresh water withdrawn • 10% reduction in waste-to-landfill intensity The Company’s 2030 targets for greenhouse gas emissions, energy consumption and fresh water withdrawn are based on an absolute or total reduction in the amount of greenhouse gas emissions, energy consumption and fresh water withdrawn as compared to a 2018 baseline.
We invested approximately $10 million in 2023 in Company-wide safety training, equipment and improved safety processes in an effort to ensure we are creating a lasting culture of safety. We expect to invest approximately $7 million in 2024 to further expand these efforts.
We invested approximately $8 million in 2024 in company-wide safety training, equipment and improved safety processes in an effort to ensure we are creating a lasting culture of safety. We expect to invest approximately $5 million in 2025 to further expand these efforts.
For 2023, we ended the year with an overall voluntary turnover rate of approximately 8.9 percent, comprised of approximately 7.5 percent for 8 Table of Contents salaried and approximately 9.5 percent for hourly employees. This compares to an overall voluntary turnover rate of approximately 16 percent in 2022 and 10 percent in 2021.
For 2024, we ended the year with an overall voluntary turnover rate of approximately 6 percent, comprised of approximately 4 percent for salaried and approximately 8 percent for hourly employees. This compares to an overall voluntary turnover rate of approximately 9 percent in 9 Table of Contents 2023 and 16 percent in 2022.
We also offer an educational reimbursement program to assist employees with the cost of obtaining certain undergraduate or graduate degrees. Metallus encourages our employees to constantly learn and grow and has aligned our performance management system to support this focus on continuous learning and development.
We offer an educational reimbursement program to assist employees with the cost of obtaining certain undergraduate or graduate degrees. Metallus encourages our employees to constantly learn and grow and has aligned our performance management system to support this focus on continuous learning and development. Belonging and inclusion At Metallus, we believe our people are our strongest assets.
In 2023, Metallus published a new supplier code of conduct outlining our expectations for suppliers in the areas human rights, ethical business practices, responsible sourcing, environmental sustainability and information security.
Metallus' published supplier code of conduct outlines our expectations for suppliers in the areas of human rights, ethical business practices, responsible sourcing, environmental sustainability and information security.
SBQ steel is made to restrictive chemical compositions and high internal purity levels and is used in critical mechanical applications. We make these products from nearly 100% recycled steel, using our expertise in raw materials to create high-quality specialty metal products. We focus on creating tailored products for our respective end-markets.
We make these products from nearly 100% recycled steel, using our expertise in raw materials to create high-quality specialty metal products. We focus on creating tailored products for our respective end-markets.
All our domestic steel making and processing operations, and our water treatment plant, have obtained and maintain ISO 14001 certification. We believe we have established appropriate reserves to cover our environmental expenses. We have a well-established environmental compliance audit program that measures performance against applicable laws as well as against internal standards that have been established for all facilities.
We believe we have established appropriate reserves to cover our environmental expenses. We have a well-established environmental compliance audit program that measures performance against applicable laws as well as against internal standards that have been established for all facilities.
Creating an atmosphere that provides a sense of belonging and inclusion are fundamental to our strategic imperative to attract and retain top talent. We foster a culture that lends a variety of perspectives and expertise to our operations and reflects the communities in which we operate.
Creating an atmosphere that provides a sense of belonging and inclusion is fundamental to our strategic imperative to attract and retain top talent and provide equal opportunities for growth to all employees. We foster a culture that lends a variety of perspectives and expertise to our operations.
Major Customers We sell products and services that are used in a range of demanding applications around the world. We have approximately 350 diverse customers in the following end-markets: industrial; automotive; aerospace & defense; and energy. No one customer accounted for 10% or more of net sales in 2023.
Major Customers We sell products and services that are used in a range of demanding applications around the world. We have approximately 330 diverse customers in the following end-markets: industrial; automotive; aerospace & defense; and energy. For the year ended December 31, 2024, one customer individually comprised greater than 10% of net sales. This customer represented 11.2% of net sales.
Products We believe we produce some of the cleanest, highest performing alloy air-melted steels in the world for our customers’ most demanding applications. We leverage our technical knowledge, development expertise and production and engineering capabilities across all of our products and end-markets to deliver high-performance products to our customers. SBQ Steel Bar, Seamless Mechanical Steel Tubes, and Billets.
We leverage our technical knowledge, development expertise and production and engineering capabilities across all of our products and end-markets to deliver high-performance products to our customers. SBQ Steel Bar, Seamless Mechanical Steel Tubes, and Billets.
To reinforce the importance of operating safely and responsibly, a safety metric (comprised of both leading and lagging indicators beginning in 2023) is included in our annual incentive compensation plan for all salaried employees. Belonging and inclusion At Metallus, we believe our people are our strongest assets.
To reinforce the importance of operating safely and responsibly, a safety metric (comprised of both leading and lagging indicators) is included in our annual incentive compensation plan for all salaried employees. Compensation and total rewards We provide competitive compensation programs to help meet the needs of our employees.
During 2022, we introduced new safety training focused on the core elements of improving the safety culture and performance while helping to understand the direct impact human factors have on all of us. In 2023, we built on this foundation with additional training regarding human factors which positively influence safety, performance and reliability outcomes.
Over the past few years, we introduced new safety training focused on the core elements of improving the safety culture and performance while helping to understand the direct impact human factors have on all of us.
To ensure effective and responsive governance, we regularly review and update our policies and procedures and the charters for our Board committees, and regularly evaluate director skills, qualifications, and experience.
We are committed to operating in accordance with the highest standards of ethics and integrity, and maintaining robust programs focused on compliance. To ensure effective and responsive governance, we regularly review and update our policies and procedures and the charters for our Board committees, and regularly evaluate director skills, qualifications, and experience.
This timing effect can result in raw material spread whereby costs can be over- or under-recovered in certain periods. While the surcharge generally protects gross profit, it has the effect of diluting gross margin as a percent of sales. Faircrest Melt Shop Unplanned Downtime During the second half of 2022, the Faircrest melt shop experienced unplanned operational downtime.
This timing effect can result in raw material spread whereby costs can be over- or under-recovered in certain periods. While the surcharge generally protects gross profit, it has the effect of diluting gross margin as a percent of sales. Defense Contract On February 27, 2024, the Company entered an agreement with the United States Army ("U.S. Army").
This includes, but is not limited to, regulations such as the CAA, CWA, TSCA, and the RCRA. Additionally, we continue to monitor any future carbon regulation. On February 19, 2021, the U.S. rejoined the Paris Agreement, which includes pledging to reduce U.S. greenhouse gas ("GHG") emissions. To date, the U.S. Congress has not legislated carbon constraints on businesses.
This includes, but is not limited to, regulations such as the CAA, CWA, TSCA, and the RCRA. Additionally, we continue to monitor any future carbon regulation. To date, the U.S. Congress has not legislated carbon constraints on businesses. It is difficult to predict the possible effect of compliance with future requirements that differ from existing ones both domestically and internationally.
In the spinoff, Timken transferred to us all of the assets and generally all of the liabilities related to Timken’s steel business. On January 10, 2024, the Company announced its intent to change the name to Metallus, which became effective on February 26, 2024.
In the spinoff, Timken transferred to us all of the assets and generally all of the liabilities related to Timken’s steel business. On February 26, 2024, the Company changed its name to Metallus Inc. We manufacture alloy steel, as well as carbon and micro-alloy steel, using electric arc furnace ("EAF") technology.
The voluntary turnover rate in 2023 was driven primarily by normal retirements and a continuing competitive labor market. Employee training and development At Metallus, we believe that our vision moves us forward and our people drive our success.
The voluntary turnover rate in 2024 was significantly improved as compared to recent years and more in line with the Company's historical experience. Employee training and development At Metallus, we believe that our vision moves us forward and our people drive our success.
We are also committed to the protection and advancement of human rights, as further described below under “Human Capital – Commitment to Human Rights.” 6 Table of Contents As part of our commitment to environmental stewardship, we continuously seek to improve the efficiency and cleanliness of our EAF operations while delivering quality projects and services that help our customers succeed.
We are also committed to the protection and advancement of human rights, as further described below under “Human Capital – Commitment to Human Rights.” As part of our commitment to environmental stewardship, we work to mitigate our environmental impact and set attainable goals to drive continuous improvement.
Additionally, we manage raw material recycling programs, which are used internally as a feeder system for our melt operations and allow us to sell scrap not used in our operations to third parties. Our products and solutions are used in a diverse range of demanding applications in the following end-markets: industrial; automotive; aerospace & defense; and energy.
Our portfolio includes special bar quality (“SBQ”) bars, seamless mechanical tubing (“tubes”), manufactured components such as precision steel components, and billets. Additionally, we manage raw material recycling programs, which are used internally as a feeder system for our melt operations and allow us to sell scrap not used in our operations to third parties.
Legal Proceedings Information required by this section is incorporated herein by reference to “Item 3. Legal Proceedings.” Patents, Trademarks and Licenses While we own a number of U.S. and foreign patents, trademarks, licenses and copyrights, none are material to our products and production processes.
Legal Proceedings.” Patents, Trademarks and Licenses While we own a number of U.S. and foreign patents, trademarks, licenses and copyrights, none are material to our products and production processes. 6 Table of Contents Governance and Environmental Stewardship Metallus is committed to promoting the long-term interests of shareholders and building public trust through good governance practices.
Human Capital Employment At December 31, 2023, we had approximately 1,840 employees, with approximately 64% of our employees covered under a collective bargaining agreement. On October 29, 2021, the United Steelworkers ("USW") Local 1123 voted to ratify a new four-year contract (the “Contract”).
On October 29, 2021, the United Steelworkers ("USW") Local 1123 voted to ratify a new four-year contract (the “Contract”).
We have also adopted an insider trading policy, which prohibits insider trading in our securities while possessing material nonpublic information and applies to all employees, including officers and directors. In addition, in accordance with our Supplier Code of Conduct, we seek to work with suppliers that share our core values.
Among other things, the insider trading policies and procedures prohibits engaging in transactions in securities while in possession of material non-public information and disclosing to anyone any material, non-public information about a company. In addition, in accordance with our Supplier Code of Conduct, we seek to work with suppliers that share our core values.
The Company intends to submit a science-based target aligned with the GSCC's Steel Climate Standard for validation by an accredited third-party organization, which may result in refreshed environmental goals. We have allocated approximately $3 million of capital expenditures per year through 2030 to achieve our long-term sustainability goals, including safety- and environmental-related projects.
We have allocated approximately $3 million of capital expenditures per year through 2030 to achieve our long-term sustainability goals, including safety- and environmental-related projects. In 2024, actual capital expenditure spend was approximately $2.8 million related to these initiatives, which primarily related to safety projects.
For further information related to previous insurance recoveries, refer to "Note 7 - Other (Income) Expense, net" in the Notes to the Consolidated Financial Statements for additional information. 5 Table of Contents Environmental Matters and Governmental Regulations We consider compliance with environmental regulations and environmental sustainability a key strategic focus area and integral to our responsibility as a good corporate citizen.
The 2022 insurance claims were closed in the first quarter of 2024. For further information related to previous insurance recoveries, refer to "Note 5 - Other (Income) Expense, net" in the Notes to the Consolidated Financial Statements for additional information.
We have an advisory council comprised of senior leaders in the Company and the executive sponsors of our ERGs to help establish priorities to advance the Company's objectives. In 2023, our ERGs expanded their programming and employee engagement with the support of the advisory council.
We have an advisory council comprised of senior leaders in the company and the executive sponsors of our ERGs to advance and champion the Company's efforts to leverage our unique perspectives, backgrounds, and experiences to make a positive impact and promote unity within Metallus and our communities.
Metallus is also proudly involved in several organizations that promote and foster belonging and inclusion in our community and industry. Compensation and total rewards We provide competitive compensation programs to help meet the needs of our employees.
In 2024, our ERGs continued to expand their programming and employee engagement with the support of the advisory council. Metallus is also proudly involved in several organizations that promote and foster belonging and inclusion in our community and industry. Commitment to Human Rights At Metallus, we are committed to the protection and advancement of human rights.
Commitment to Human Rights At Metallus, we are committed to the protection and advancement of human rights. We recognize our responsibility for the Company's culture and the impact our practices have on society as a whole.
We recognize our responsibility for the Company's culture and the impact our practices have on society as a whole. Being ethical and responsible at our core means that we believe in treating all people with dignity and respect, from our workplaces to our supply chain partners.
During 2023, the Company recognized insurance recoveries of $31.3 million related to the 2022 Faircrest melt shop unplanned downtime, of which $11.3 million was received during 2023 and $20.0 million was received in the first quarter of 2024. The 2022 insurance claims were closed as of the first quarter of 2024.
For further details, refer to “Note 2 - Significant Accounting Policies” in the Notes to the Consolidated Financial Statements. Faircrest Melt Shop Unplanned Downtime During the second half of 2022, the Faircrest melt shop experienced unplanned operational downtime. The company recognized insurance recoveries of $34.5 million in 2022 and $31.3 million in 2023 related to the unplanned downtime.
In 2023, we continued and expanded upon many of the programs first introduced in 2022 and aimed at developing leadership and other professional skills and capabilities, including Perpetual's High-Performing Teams, Thayer Leadership Principles, negotiation skills and supervisor training, as well as an apprentice program for mechanical and electric maintainers.
In 2024, we continued and expanded upon many of the learning and development programs introduced since 2022 and aimed at developing leadership and other professional skills and capabilities. In 2024, we also continued to build our pipeline of skilled trades talent by expanding and improving our apprentice program.
Core Values Cultural Framework Safety First Care Customer Driven Communicate Best in Class Quality Collaborate Innovative and Collaborative Follow-Through Ethical and Responsible Follow-Up Our employees are critical to our success and are the reason we are able to execute at a high level.
Our vision and mission inform everything we do and our work is grounded in our core values, which represent the framework on which our culture is built. Our employees are critical to our success and are the reason we are able to execute at a high level.
In 2023, actual capital expenditure spend was approximately $4 million related to these initiatives, which primarily related to safety projects. Learn more about our governance and environmental stewardship on the Sustainability section of our website at www.metallus.com.
Learn more about our governance and environmental stewardship on the Sustainability section of our website at www.metallus.com . Human Capital Employment At December 31, 2024, we had approximately 1,880 employees, with approximately 62% of our employees covered under a collective bargaining agreement.
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We manufacture alloy steel, as well as carbon and micro-alloy steel, using electric arc furnace ("EAF") technology. Our portfolio includes special bar quality (“SBQ”) bars, seamless mechanical tubing (“tubes”), manufactured components such as precision steel components, and billets.
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Our products and solutions are used in a diverse range of demanding applications in the following end-markets: industrial; automotive; aerospace & defense; and energy. SBQ steel is made to restrictive chemical compositions and high internal purity levels and is used in critical mechanical applications.
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During the fourth quarter of 2022, the Company recognized an insurance recovery of $33.0 million related to the 2022 unplanned downtime, of which $13.0 million was received in the fourth quarter of 2022 and $20.0 million was received in the first quarter of 2023.
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No other customer accounted for more than 10% of net sales during the year ended December 31, 2024. Products We believe we produce some of the cleanest, highest performing alloy air-melted steels in the world for our customers’ most demanding applications.
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Additionally, during the third quarter of 2022, the Company recognized an insurance recovery of $1.5 million related to an unplanned outage at our Faircrest facility in November 2021.
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The agreement provides for $99.75 million in funding to support the U.S. Army's mission of increasing munitions production for national security in the 5 Table of Contents upcoming years. The agreement supports the commissioning of two major assets: a continuous bloom reheat furnace and a roller hearth heat treat furnace.
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It is difficult to predict the possible effect of compliance with future requirements that differ from existing ones both domestically and internationally.
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For the year ended December 31, 2024, the Company received $53.5 million in funding related to this agreement and recorded the funding as a current liability on the Consolidated Balance Sheets and as investing within the Consolidated Cash Flows. There was $8.0 million in capital spending related to assets associated with this agreement in 2024.
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Governance and Environmental Stewardship Metallus is committed to promoting the long-term interests of shareholders and building public trust through good governance practices. We are committed to operating in accordance with the highest standards of ethics and integrity, and maintaining robust programs focused on compliance.
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Environmental Matters and Governmental Regulations We consider compliance with environmental regulations and environmental sustainability a key strategic focus area and integral to our responsibility as a good corporate citizen. All our domestic steel making and processing operations, and our water treatment plant, have obtained and maintain ISO 14001 certification.
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We are committed to living our Core Values and building a culture that embodies the principles of our Cultural Framework.
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Legal Proceedings Information required by this section is incorporated herein by reference to “Item 3.
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Being ethical and responsible at our core means that we believe in treating all people with dignity and respect, from our workplaces to our supply chain partners. Fundamental human rights go beyond any policy - they are inherent to all human beings, regardless of race, sex, nationality, ethnicity, religion or other status, and are embedded throughout our organization.
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We have also adopted insider trading policies and procedures that apply to all of the Company's directors, officers, and employees, as well as certain other designated individuals, to prevent the misuse of confidential information about the Company, as well as other companies with which we have a business relationship, and to promote compliance with all applicable securities laws.
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Our environmental efforts are focused on maintaining clean air, water, and land, while complying with environmental rules and regulations. Through the integration of material efficiency, conservation of energy, and responsible natural resource use, we aim to continually lessen our products' environmental impact. Innovation, collaboration and stakeholder engagement are embedded within our environmental programs.
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In 2024, the Company became a member of GSCC, and the Company intends to submit a science-based target aligned with the GSCC's Steel Climate Standard for validation by an accredited third-party organization, which may result in refreshed environmental goals. 7 Table of Contents The Company’s 2030 targets are supported by projects across the Company's manufacturing, supply chain and corporate operations and, in 2021, the indefinite idling of the Company’s Harrison melt and casting assets contributed to the reduction in greenhouse gas emissions.
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In 2024, we built on this foundation with additional training regarding human factors which positively influence safety, performance and reliability outcomes; hand safety practices; and training to prevent serious injuries or fatalities.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeProlonged black-outs or brown-outs or disruptions caused by natural disasters or governmental action would substantially disrupt our production. Moreover, many of our finished steel products are delivered by truck. Unforeseen fluctuations in the price of fuel would also have a negative impact on our costs or on the costs of many of our customers.
Biggest changeAccordingly, we are at risk in the event of an energy disruption. Prolonged black-outs or brown-outs or disruptions caused by natural disasters or governmental action would substantially disrupt our production. Moreover, many of our finished steel products are delivered by truck.
There is an increasing focus from investors, customers, employees, and other stakeholders concerning sustainability and ESG matters, and an increasing number of investors and customers are requiring companies to disclose sustainability and ESG policies, practices and metrics. Our customers may require us to implement sustainability and ESG responsibility procedures or standards before they continue to do business with us.
There is an increasing focus from investors, customers, employees, and other stakeholders concerning sustainability and ESG matters, and a number of investors and customers are requiring companies to disclose sustainability and ESG policies, practices and metrics. Our customers may require us to implement sustainability and ESG responsibility procedures or standards before they continue to do business with us.
We are also subject to Section 1701.831 of the Ohio Revised Code, which requires the prior authorization of the shareholders of certain corporations in order for any person to acquire, either directly or indirectly, shares of that corporation that would entitle the 16 Table of Contents acquiring person to exercise or direct the exercise of 20% or more of the voting power of that corporation in the election of directors or to exceed specified other percentages of voting power.
We are also subject to Section 1701.831 of the Ohio Revised Code, which requires the prior authorization of the shareholders of certain corporations in order for any person to acquire, either directly or indirectly, shares of that corporation that would entitle the 17 Table of Contents acquiring person to exercise or direct the exercise of 20% or more of the voting power of that corporation in the election of directors or to exceed specified other percentages of voting power.
In addition, to the extent we have quoted prices to customers and accepted customer orders or entered into agreements for products prior to purchasing necessary raw materials, we may be unable to raise the price of products to cover all or part of the increased cost of the raw materials. 10 Table of Contents The cost and availability of electricity and natural gas are also subject to volatile market conditions.
In addition, to the extent we have quoted prices to customers and accepted customer orders or entered into agreements for products prior to purchasing necessary raw materials, we may be unable to raise the price of products to cover all or part of the increased cost of the raw materials. 11 Table of Contents The cost and availability of electricity and natural gas are also subject to volatile market conditions.
As a result, we may be unable to shift manufacturing capabilities to 12 Table of Contents alternate locations, accept materials from suppliers, meet customer shipment deadlines or address other significant issues, any of which could have a material adverse effect on our business, financial condition or results of operations.
As a result, we may be unable to shift manufacturing capabilities to 13 Table of Contents alternate locations, accept materials from suppliers, meet customer shipment deadlines or address other significant issues, any of which could have a material adverse effect on our business, financial condition or results of operations.
If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected. Our most recent evaluation resulted in our conclusion that, as of December 31, 2023, our internal control over financial reporting was effective. We believe that we currently have adequate internal control procedures in place for future periods.
If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected. Our most recent evaluation resulted in our conclusion that, as of December 31, 2024, our internal control over financial reporting was effective. We believe that we currently have adequate internal control procedures in place for future periods.
In the event the conditional conversion feature of the Convertible Notes (refer to “Note 14 - Financing Arrangements” in the Notes to the Consolidated Financial Statements) is triggered, holders of Convertible Notes will be entitled to convert the Convertible Notes at any time during specified periods at their option.
In the event the conditional conversion feature of the Convertible Notes (refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements) is triggered, holders of Convertible Notes will be entitled to convert the Convertible Notes at any time during specified periods at their option.
These factors may cause the market price of our common shares to decline, regardless of our financial condition, results of operations, business or prospects. 15 Table of Contents Conversion of the Convertible Notes may dilute ownership interest of our shareholders or may otherwise depress the market price of our common shares.
These factors may cause the market price of our common shares to decline, regardless of our financial condition, results of operations, business or prospects. 16 Table of Contents Conversion of the Convertible Notes may dilute ownership interest of our shareholders or may otherwise depress the market price of our common shares.
Our processes and controls for reporting of sustainability and ESG matters may not always comply with evolving and disparate standards for identifying, 13 Table of Contents measuring, and reporting such metrics, our interpretation of reporting standards may differ from those of others, and such standards may change over time, any of which could result in significant revisions to our performance metrics, goals or reported progress in achieving such goals.
Our processes and controls for reporting of sustainability and ESG matters may not always comply with evolving and disparate standards for identifying, measuring, and reporting such metrics, our interpretation of reporting standards may differ from those of others, and such standards may change over time, any of which could result in significant revisions to our performance metrics, goals or reported progress in achieving such goals.
See “Note 15 - Retirement and Postretirement Plans” in the Notes to the Consolidated Financial Statements for a discussion of assumptions and further information associated with these benefit plans.
See “Note 12 - Retirement and Postretirement Plans” in the Notes to the Consolidated Financial Statements for a discussion of assumptions and further information associated with these benefit plans.
There can be no assurance of the extent to which any of our ESG targets and goals will be achieved, if at all; we could fail, or be perceived to fail, in our achievement of any such initiatives, targets or goals, or we could fail in fully and accurately reporting our progress on any such initiatives, targets and goals.
There can be 14 Table of Contents no assurance of the extent to which any of our ESG targets and goals will be achieved, if at all; we could fail, or be perceived to fail, in our achievement of any such initiatives, targets or goals, or we could fail in fully and accurately reporting our progress on any such initiatives, targets and goals.
Refer to “Note 14 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for more detail on the Amended Credit Agreement. 14 Table of Contents The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
Refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for more detail on the Amended Credit Agreement. 15 Table of Contents The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
We are subject to the risk of 11 Table of Contents substantial liability and limitations on our operations due to such laws and regulations.
We are subject to the risk of 12 Table of Contents substantial liability and limitations on our operations due to such laws and regulations.
A work stoppage at one or more of our facilities could have a material adverse effect on our business, financial condition and results of operations. As of December 31, 2023, approximately 64% of our employees were covered under a collective bargaining agreement that expires in September 2025.
A work stoppage at one or more of our facilities could have a material adverse effect on our business, financial condition and results of operations. As of December 31, 2024, approximately 60% of our employees were covered under a collective bargaining agreement that expires in September 2025.
On September 30, 2022, the Company, as borrower, and certain domestic subsidiaries of the Company, as subsidiary guarantors (the “Subsidiary Guarantors”), entered into a Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto (collectively, the “Lenders”), which further amended and restated the Company’s secured Third Amended and Restated Credit Agreement, dated as of October 15, 2019.
On September 30, 2022, the Company, as borrower, and certain domestic subsidiaries of the Company, as subsidiary guarantors, entered into a Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, which further amended and restated the Company’s secured Third Amended and Restated Credit Agreement, dated as of October 15, 2019.
For the year ended December 31, 2023, sales to our 10 largest customers accounted for approximately 46% of our net sales. Additionally, customers continue to demand stronger and lighter products, among other adaptations to traditional products.
For the year ended December 31, 2024, sales to our 10 largest customers accounted for approximately 50% of our net sales. Additionally, customers continue to demand stronger and lighter products, among other adaptations to traditional products.
Risks Related to Our Debt Deterioration in our asset borrowing base could adversely affect our financial health and restrict our ability to borrow necessary cash to support the needs of our business and fulfill our pension obligations. As of December 31, 2023, we had outstanding debt of $13.2 million and our total liquidity was $539.4 million.
Risks Related to Our Debt Deterioration in our asset borrowing base could adversely affect our financial health and restrict our ability to borrow necessary cash to support the needs of our business and fulfill our pension obligations. As of December 31, 2024, we had outstanding debt of $5.4 million and our total liquidity was $458.6 million.
As these tariffs, duties and quotas continue to change, or are repealed, it could result in substantial imports of foreign steel and create pressure on United States steel prices and the overall industry. This could have a material adverse effect on our operations. We are dependent on our key customers.
As these tariffs, duties, and quotas expire or are further relaxed or repealed, it could result in substantial imports of foreign steel and create downward pressure on United States steel prices and the overall industry. This could have a material adverse effect on our operations and financial condition. We are dependent on our key customers.
However, if our internal control over financial reporting is found to be ineffective, investors may lose confidence in the reliability of our financial statements, which may adversely affect our stock price. Item 1B. Un resolved Staff Comments None.
However, if our internal control over financial reporting is found to be ineffective, investors may lose confidence in the reliability of our financial statements, which may adversely affect our stock price.
Any increase in the prices for electricity, natural gas, oil and other energy resources could materially affect our costs and therefore our earnings and cash flows. As a large consumer of electricity and gas, we must have dependable delivery in order to operate. Accordingly, we are at risk in the event of an energy disruption.
Any increase in the prices for electricity, natural gas, oil and other energy resources not protected by energy surcharge mechanisms could materially affect our costs and therefore our earnings and cash flows. As a large consumer of electricity and gas, we must have dependable delivery in order to operate.
Changes in business or economic conditions, or our business strategy, may result in actions that require us to incur restructuring and impairment charges in the future, which could have a material adverse effect on our earnings.
Changes in business or economic conditions, or our business strategy, may result in actions that require us to incur restructuring and impairment charges in the future, which could have a material adverse effect on our earnings. We may not be able to execute successfully on our strategic imperatives or achieve the intended results.
Although we rely on commonly used security and processing systems to provide the security and authentication necessary to effect the secure transmission of data, these precautions may not protect our systems from all potential compromises or breaches of security. 17 Table of Contents If we are unable to attract and retain key personnel, our business could be materially adversely affected.
Although we rely on commonly used security and processing systems to provide the security and authentication necessary to effect the secure transmission of data, these precautions may not protect our systems from all potential compromises or breaches of security.
In an effort to protect the domestic steel industry, the United States government continues to maintain tariffs, duties and quotas for certain steel products imported from a number of countries into the United States.
Over the past several years, the United States government has implemented tariffs, duties, and quotas for certain steel products imported from a number of countries into the United States. Most recently, in February 2025, the Trump Administration implemented new tariffs and expanded existing tariffs under Section 232 of the Trade Expansion Act.
Removed
For additional information on current restructuring and impairment charges, refer to “Note 5 - Restructuring Charges” and “Note 6 - Disposition of Non-Core Assets” in the Notes to Consolidated Financial Statements. We may not be able to execute successfully on our strategic imperatives or achieve the intended results.
Added
Unforeseen fluctuations in the price of fuel would also have a negative impact on our costs or on the costs of many of our customers.
Added
In addition, in recent years anti-ESG sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted anti-ESG policies, legislation, or initiatives or issued related legal opinions, and the President having recently issued an executive order opposing diversity, equity and inclusion initiatives in the private sector.
Added
Such policies, legislation, initiatives, legal opinions and related scrutiny could result in additional compliance obligations and/or legal and regulatory proceedings against us and could materially adversely affect our business, reputation, results of operations, financial condition and stock price.
Added
In addition, the rapid evolution and increased adoption of artificial intelligence (“AI”) and similar machine learning technologies may intensify our cybersecurity risks.
Added
In 2024, we established an AI council comprised of a cross-functional group of employees 18 Table of Contents with an objective to deliver value by providing education regarding the uses, benefits and risks of AI and similar technologies in our business, establishing a governance framework and principles for our use of AI, and enabling deliberate experimentation with new technologies employing AI.
Added
At this time, our use of AI is focused primarily on data analytics and improving product quality and asset reliability. The technologies underlying AI and their use cases are rapidly developing, and it is not possible to predict all of the legal, operational or technological risks related to the use of AI.
Added
While new AI initiatives, laws and regulations are emerging and evolving, uncertainty will remain, and our obligation to comply with the evolving regulatory landscape could result in the loss of valuable property and information or otherwise adversely impact our business. If we are unable to attract and retain key personnel, our business could be materially adversely affected.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+2 added−1 removed9 unchanged
Biggest changeAs of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition.
Biggest changeThe Board of Directors has oversight responsibility for our data security practices and we believe the Board of Directors has the requisite skills and awareness into the design and operation of our data security practices to fulfill this responsibility effectively. 20 Table of Contents As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition.
We maintain a robust cybersecurity incident response plan, which details the incident response procedures, tactical and strategic team membership, and points of contact related to the response processes. The Company also 18 Table of Contents maintains a detailed decision-tree-based playbook which is a supplement to the plan and focuses on specific types of incidents and the appropriate response steps.
We maintain a robust cybersecurity incident response plan, which details the incident response procedures, tactical and strategic team membership, and points of contact related to the response processes. The Company also maintains a detailed decision-tree-based playbook which is a supplement to the plan and focuses on specific types of incidents and the appropriate response steps.
See “Risk Factors – General Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our information security systems.
See “Risk Factors – General Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our information security systems. 21 Table of Contents
In light of the pervasive and increasing threat from cyberattacks, the Board of Directors, with input from management, assesses the measures implemented by us to mitigate and prevent cyberattacks.
At this time, our use of AI is focused primarily on data analytics and improving product quality and asset reliability. In light of the pervasive and increasing threat from cyberattacks, the Board of Directors, with input from management, assesses the measures implemented by us to mitigate and prevent cyberattacks.
Removed
The Board of Directors has oversight responsibility for our data security practices and we believe the Board of Directors has the requisite skills and awareness into the design and operation of our data security practices to fulfill this responsibility effectively.
Added
In addition, the rapid evolution and increased adoption of artificial intelligence (“AI”) and similar machine learning technologies may intensify our cybersecurity risks.
Added
In 2024, we established an AI council comprised of a cross-functional group of employees with an objective to deliver value by providing education regarding the uses, benefits and risks of AI and similar technologies in our business, establishing a governance framework and principles for our use of AI, and enabling deliberate experimentation with new technologies employing AI.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed1 unchanged
Biggest changeThe buildings occupied by us are principally made of brick, steel, reinforced concrete and concrete block construction. 19 Table of Contents Our facilities vary in age and condition, and each of them has an active maintenance program to ensure a safe operating environment and to keep the facilities in good condition.
Biggest changeOur facilities vary in age and condition, and each of them has an active maintenance program to ensure a safe operating environment and to keep the facilities in good condition. We believe our facilities are in satisfactory operating condition and are suitable and adequate to conduct our business and support future growth.
In addition to these owned manufacturing facilities, we lease a distribution facility in Mexico. The aggregate floor area of these facilities is 3.6 million square feet, of which approximately twelve thousand square feet is leased and the rest is owned.
In addition to these owned manufacturing facilities, we lease a distribution facility in Mexico. The aggregate floor area of these facilities is 3.6 million square feet, of which approximately twelve thousand square feet is leased and the rest is owned. The buildings occupied by us are principally made of brick, steel, reinforced concrete and concrete block construction.
We believe our facilities are in satisfactory operating condition and are suitable and adequate to conduct our business and support future growth. Our melt capacity utilization was 70%, 63% and 73% for the years ended December 31, 2023, 2022 and 2021, respectively.
Our melt capacity utilization was 60%, 70% and 63% for the years ended December 31, 2024, 2023 and 2022, respectively.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+0 added−0 removed12 unchanged
Biggest changeWilliams 63 President and Chief Executive Officer Kristopher R. Westbrooks 45 Executive Vice President and Chief Financial Officer Kristine C. Syrvalin 55 Executive Vice President, General Counsel and Chief Human Resources Officer Kevin A. Raketich 57 Executive Vice President and Chief Commercial Officer Michael S.
Biggest changeWilliams 64 President and Chief Executive Officer Kristopher R. Westbrooks 46 Executive Vice President and Chief Financial Officer Kristine C. Syrvalin 56 Executive Vice President, General Counsel and Chief Human Resources Officer Kevin A. Raketich 58 Executive Vice President and Chief Commercial Officer Michael S.
He earned his bachelor's degree in material science engineering from Michigan State University and his master's degree in business administration from Duke University's Fuqua School of Business. 21 Table of Contents P art II.
He earned his bachelor's degree in material science engineering from Michigan State University and his master's degree in business administration from Duke University's Fuqua School of Business. 23 Table of Contents P art II.
In the opinion of our management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. 20 Table of Contents I nformation about our Executive Officers The executive officers of our Company as of February 28, 2024, are as follows: Name Age Current Position Michael S.
In the opinion of our management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. 22 Table of Contents I nformation about our Executive Officers The executive officers of our Company as of February 27, 2025, are as follows: Name Age Current Position Michael S.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

98 edited+22 added−17 removed51 unchanged
Biggest changeThese changes have been retrospectively applied in the following tables. 32 Table of Contents (dollars in millions, tons in thousands) 2023 Industrial Automotive Aerospace & Defense Energy Other Total Ship Tons 264.6 306.4 45.6 67.2 — 683.8 Net Sales $ 533.3 $ 531.9 $ 115.0 $ 160.4 $ 21.8 $ 1,362.4 Less: Surcharges 147.2 129.4 18.8 44.9 — 340.3 Base Sales $ 386.1 $ 402.5 $ 96.2 $ 115.5 $ 21.8 $ 1,022.1 Net Sales / Ton $ 2,015 $ 1,736 $ 2,522 $ 2,386 $ — $ 1,992 Surcharges / Ton $ 556 $ 422 $ 412 $ 668 $ — $ 498 Base Sales / Ton $ 1,459 $ 1,314 $ 2,110 $ 1,718 $ — $ 1,494 2022 Industrial Automotive Aerospace & Defense Energy Other Total Ship Tons 289.1 313.2 26.7 63.1 — 692.1 Net Sales $ 549.0 $ 539.1 $ 79.7 $ 136.6 $ 25.5 $ 1,329.9 Less: Surcharges 185.4 171.6 15.2 43.1 — 415.3 Base Sales $ 363.6 $ 367.5 $ 64.5 $ 93.5 $ 25.5 $ 914.6 Net Sales / Ton $ 1,899 $ 1,721 $ 2,985 $ 2,165 $ — $ 1,922 Surcharges / Ton $ 641 $ 548 $ 569 $ 683 $ — $ 600 Base Sales / Ton $ 1,258 $ 1,173 $ 2,416 $ 1,482 $ — $ 1,322 2021 Industrial Automotive Aerospace & Defense Energy Other Total Ship Tons 388.8 370.4 20.1 39.3 — 818.6 Net Sales $ 601.0 $ 527.9 $ 60.2 $ 62.9 $ 30.9 $ 1,282.9 Less: Surcharges 208.0 167.7 10.3 22.1 — 408.1 Base Sales $ 393.0 $ 360.2 $ 49.9 $ 40.8 $ 30.9 $ 874.8 Net Sales / Ton $ 1,546 $ 1,425 $ 2,995 $ 1,601 $ — $ 1,567 Surcharges / Ton $ 534 $ 453 $ 512 $ 563 $ — $ 498 Base Sales / Ton $ 1,012 $ 972 $ 2,483 $ 1,038 $ — $ 1,069 33 Table of Contents Liquidity and Capital Resources Amended Credit Agreement On September 30, 2022, the Company, as borrower, and certain domestic subsidiaries of the Company, as subsidiary guarantors (the “Subsidiary Guarantors”), entered into a Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto (collectively, the “Lenders”), which further amended and restated the Company’s secured Third Amended and Restated Credit Agreement, dated as of October 15, 2019.
Biggest changeAll surcharges invoiced are included in GAAP net sales. 34 Table of Contents (dollars in millions, ship tons in thousands) 2024 Industrial Automotive Aerospace & Defense Energy Other Total Ship Tons 220.0 250.0 47.0 38.5 — 555.5 Net Sales $ 390.5 $ 452.3 $ 134.9 $ 87.3 $ 19.0 $ 1,084.0 Less: Surcharges 94.1 89.4 16.4 19.7 — 219.6 Base Sales $ 296.4 $ 362.9 $ 118.5 $ 67.6 $ 19.0 $ 864.4 Net Sales / Ton $ 1,775 $ 1,809 $ 2,871 $ 2,268 $ — $ 1,951 Surcharges / Ton $ 428 $ 358 $ 349 $ 512 $ — $ 395 Base Sales / Ton $ 1,347 $ 1,451 $ 2,522 $ 1,756 $ — $ 1,556 2023 Industrial Automotive Aerospace & Defense Energy Other Total Ship Tons 264.6 306.4 45.6 67.2 — 683.8 Net Sales $ 533.3 $ 531.9 $ 115.0 $ 160.4 $ 21.8 $ 1,362.4 Less: Surcharges 147.2 129.4 18.8 44.9 — 340.3 Base Sales $ 386.1 $ 402.5 $ 96.2 $ 115.5 $ 21.8 $ 1,022.1 Net Sales / Ton $ 2,015 $ 1,736 $ 2,522 $ 2,386 $ — $ 1,992 Surcharges / Ton $ 556 $ 422 $ 412 $ 668 $ — $ 498 Base Sales / Ton $ 1,459 $ 1,314 $ 2,110 $ 1,718 $ — $ 1,494 2022 Industrial Automotive Aerospace & Defense Energy Other Total Ship Tons 289.1 313.2 26.7 63.1 — 692.1 Net Sales $ 549.0 $ 539.1 $ 79.7 $ 136.6 $ 25.5 $ 1,329.9 Less: Surcharges 185.4 171.6 15.2 43.1 — 415.3 Base Sales $ 363.6 $ 367.5 $ 64.5 $ 93.5 $ 25.5 $ 914.6 Net Sales / Ton $ 1,899 $ 1,721 $ 2,985 $ 2,165 $ — $ 1,922 Surcharges / Ton $ 641 $ 548 $ 569 $ 683 $ — $ 600 Base Sales / Ton $ 1,258 $ 1,173 $ 2,416 $ 1,482 $ — $ 1,322 35 Table of Contents Liquidity and Capital Resources Credit Agreement On September 30, 2022, the Company, as borrower, and certain domestic subsidiaries of the Company, as subsidiary guarantors, entered into a Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, which further amended and restated the Company’s secured Third Amended and Restated Credit Agreement, dated as of October 15, 2019.
The MD&A is organized as follows: • Overview: From management’s point of view, we discuss the following: o Summary of our business and the markets in which we operate o Key trends and events during the current year • Results of Operations: An analysis of our results of operations as reflected in our consolidated financial statements • Non GAAP (1) Financial Measures: An analysis of our net sales by end-market, adjusted to exclude surcharges, which management uses to better analyze key market indicators and trends and allows for enhanced comparison between our end markets. • Liquidity and Capital Resources: An analysis of our cash flows, working capital, debt structure, contractual obligations and other commercial commitments. • Critical Accounting Policies: An overview of accounting policies identified by the Company as critical that, as a result of the judgments, uncertainties, and the operations involved, could result in material changes to its financial condition or results of operations under different conditions or using different assumptions.
The MD&A is organized as follows: • Overview: From management’s point of view, we discuss the following: o Summary of our business and the markets in which we operate o Key trends and events during the current year • Results of Operations: An analysis of our results of operations as reflected in our consolidated financial statements • Non GAAP (1) Financial Measures: An analysis of our net sales by end-market, adjusted to exclude surcharges, which management uses to better analyze key market indicators and trends and allows for enhanced comparison between our end markets. • Liquidity and Capital Resources: An analysis of our cash flows, working capital, debt structure, contractual obligations and other commercial commitments. • Critical Accounting Policies: An overview of accounting policies identified by the Company as critical that, as a result of the judgments, uncertainties, and the operations involved, could result in material changes to our financial condition or results of operations under different conditions or using different assumptions.
This includes: our ability to respond to rapid changes in customer demand including but not limited to changes in customer operating schedules due to supply chain constraints or unplanned work stoppages; the ability of customers to obtain financing to purchase the Company’s products or equipment that contains its products; the effects of customer bankruptcies or liquidations; the impact of changes in industrial business cycles; and whether conditions of fair trade exist in the U.S. markets; • changes in operating costs, including the effect of changes in our manufacturing processes; changes in costs associated with varying levels of operations and manufacturing capacity; availability of raw materials and energy; our ability to mitigate the impact of fluctuations in raw materials and energy costs and the effectiveness of our surcharge mechanism; changes in the expected costs associated with product warranty claims; changes resulting from inventory management, cost reduction initiatives and different levels of customer demands; the effects of unplanned work stoppages; availability of skilled labor; and changes in the cost of labor and benefits; • the success of our operating plans, announced programs, initiatives and capital investments; the consistency to meet demand levels following unplanned downtime; and our ability to maintain appropriate relations with the union that represents our associates in certain locations in order to avoid disruptions of business; • whether we are able to successfully implement actions designed to improve profitability on anticipated terms and timetables and whether we are able to fully realize the expected benefits of such actions; • the Company's pension obligations and investment performance; • with respect to the Company's ability to achieve its sustainability goals, including its 2030 environmental goals, the ability to meet such goals within the expected timeframe, changes in laws, regulations, prevailing standards or public policy, the alignment of the scientific community on measurement and reporting approaches, the complexity of commodity supply chains and the evolution of and adoption of new technology, including traceability practices, tools and processes; • availability of property insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or damages; • the availability of financing and interest rates, which affect the Company's cost of funds and/or ability to raise capital; • the effects of the conditional conversion feature of the Convertible Senior Notes due 2025, which, if triggered, entitles holders to convert the notes at any time during specified periods at their option and therefore could result in potential dilution if the holder elects to convert and the Company elects to satisfy a portion or all of the conversion obligation by delivering common shares instead of cash; • the impacts from any repurchases of our common shares and convertible notes, including the timing and amount of any repurchases; • competitive factors, including changes in market penetration; increasing price competition by existing or new foreign and domestic competitors; the introduction of new products by existing and new competitors; and new technology that may impact the way our products are sold or distributed; • deterioration in global economic conditions, or in economic conditions in any of the geographic regions in which we conduct business, including additional adverse effects from global economic slowdown, terrorism or hostilities.
This includes: our ability to respond to rapid changes in customer demand including but not limited to changes in customer operating schedules due to supply chain constraints or unplanned work stoppages; the ability of customers to obtain financing to purchase the Company’s products or equipment that contains its products; the effects of customer bankruptcies or liquidations; the impact of changes in industrial business cycles; and whether conditions of fair trade exist in the U.S. markets; • changes in operating costs, including the effect of changes in our manufacturing processes; changes in costs associated with varying levels of operations and manufacturing capacity; availability of raw materials and energy; our ability to mitigate the impact of fluctuations in raw materials and energy costs and the effectiveness of our surcharge mechanism; changes in the expected costs associated with product warranty claims; changes resulting from inventory management, cost reduction initiatives and different levels of customer demands; the effects of unplanned work stoppages; availability of skilled labor; and changes in the cost of labor and benefits; • the success of our operating plans, announced programs, initiatives and capital investments; the consistency to meet demand levels following unplanned downtime; and our ability to maintain appropriate relations with the union that represents our associates in certain locations in order to avoid disruptions of business; • whether we are able to successfully implement actions designed to improve profitability on anticipated terms and timetables and whether we are able to fully realize the expected benefits of such actions; • the Company's pension obligations and investment performance; • with respect to the Company's ability to achieve its sustainability goals, including its 2030 environmental goals, the ability to meet such goals within the expected timeframe, changes in laws, regulations, prevailing standards or public policy, the alignment of the scientific community on measurement and reporting approaches, the complexity of commodity supply chains and the evolution of and adoption of new technology, including traceability practices, tools and processes; • availability of property insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or damages; • the availability of financing and interest rates, which affect the Company's cost of funds and/or ability to raise capital; • the effects of the conditional conversion feature of the Convertible Senior Notes due 2025, which, if triggered, entitles holders to convert the notes at any time during specified periods at their option and therefore could result in potential 42 Table of Contents dilution if the holder elects to convert and the Company elects to satisfy a portion or all of the conversion obligation by delivering common shares instead of cash; • the impacts from any repurchases of our common shares and convertible notes, including the timing and amount of any repurchases; • competitive factors, including changes in market penetration; increasing price competition by existing or new foreign and domestic competitors; the introduction of new products by existing and new competitors; and new technology that may impact the way our products are sold or distributed; • deterioration in global economic conditions, or in economic conditions in any of the geographic regions in which we conduct business, including additional adverse effects from global economic slowdown, terrorism or hostilities.
The Credit Facility remains undrawn at this time. Refer to “Note 14 - Financing Arrangements” in the Notes to the unaudited Consolidated Financial Statements for additional information. Convertible Notes In May 2016, the Company issued $75.0 million aggregate principal amount of Convertible Senior Notes due 2021, plus an additional $11.3 million principal amount to cover over-allotments.
The Credit Facility remains undrawn at this time. Refer to “Note 11 - Financing Arrangements” in the Notes to the unaudited Consolidated Financial Statements for additional information. Convertible Notes In May 2016, the Company issued $75.0 million aggregate principal amount of Convertible Senior Notes due 2021, plus an additional $11.3 million principal amount to cover over-allotments.
These purchase commitments do not represent our entire anticipated purchases in the future but represent only those items for which we are contractually obligated as of December 31, 2023. The majority of our products and services are purchased as needed, with no advance commitment. We do not have any off-balance sheet arrangements with unconsolidated entities or other persons.
These purchase commitments do not represent our entire anticipated purchases in the future but represent only those items for which we are contractually obligated as of December 31, 2024. The majority of our products and services are purchased as needed, with no advance commitment. We do not have any off-balance sheet arrangements with unconsolidated entities or other persons.
In periods of stable demand for our products, the surcharge mechanism has worked effectively to reduce the normal time lag in passing through higher raw material costs so that we can maintain our gross margins. When demand and cost of raw materials are lower, however, the surcharge impacts sales prices to a lesser extent. 42 Table of Contents
In periods of stable demand for our products, the surcharge mechanism has worked effectively to reduce the normal time lag in passing through higher raw material costs so that we can maintain our gross margins. When demand and cost of raw materials are lower, however, the surcharge impacts sales prices to a lesser extent. 44 Table of Contents
The forward-looking analysis is performed using a building block approach incorporating inputs such as current yields, valuations, economic data and broad macroeconomic themes. The net periodic benefit income and benefit obligation are affected by applicable year-end assumptions. Sensitivities to these assumptions may be asymmetric and are specific to the time periods noted.
The forward-looking analysis is performed using a building block approach incorporating inputs such as current yields, valuations, economic data and broad macroeconomic themes. The net periodic benefit cost and benefit obligation are affected by applicable year-end assumptions. Sensitivities to these assumptions may be asymmetric and are specific to the time periods noted.
Inclusion of information in this report is not an indication that the subject or information is material to our business or operating results. 41 Table of Contents I tem 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk Our borrowings include both fixed and variable-rate debt. The variable debt consists principally of borrowings under our Credit Agreement.
Inclusion of information in this report is not an indication that the subject or information is material to our business or operating results. 43 Table of Contents I tem 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk Our borrowings include both fixed and variable-rate debt. The variable debt consists principally of borrowings under our Credit Agreement.
None of our outstanding debt as of December 31, 2023 has variable interest rates, thus a rise in interest rates would not impact our interest expense at this point in time. Foreign Currency Exchange Rate Risk Fluctuations in the value of the U.S. dollar compared to foreign currencies may impact our earnings.
None of our outstanding debt as of December 31, 2024 has variable interest rates, thus a rise in interest rates would not impact our interest expense at this point in time. Foreign Currency Exchange Rate Risk Fluctuations in the value of the U.S. dollar compared to foreign currencies may impact our earnings.
Refer to “Note 14 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for more information regarding scheduled maturities of our long-term debt. Interest payments include interest on the Convertible Notes, as well as the unused commitment fee of 25 basis points related to the Amended Credit Agreement.
Refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for more information regarding scheduled maturities of our long-term debt. Interest payments include interest on the Convertible Notes, as well as the unused commitment fee of 25 basis points related to the Amended Credit Agreement.
Cash Flows The following table reflects the major categories of cash flows for the years ended December 31, 2023, 2022, and 2021. For additional details, please refer to the Consolidated Statements of Cash Flows included in Item 8, "Financial Statements and Supplemental Data" of this Annual Report on Form 10-K.
Cash Flows The following table reflects the major categories of cash flows for the years ended December 31, 2024, 2023, and 2022. For additional details, please refer to the Consolidated Statements of Cash Flows included in Item 8, "Financial Statements and Supplemental Data" of this Annual Report on Form 10-K.
The MD&A is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2023.
The MD&A is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2024.
For additional details regarding the Amended Credit Agreement and the Convertible Notes, please refer to “Note 14 - Financing Arrangements” in the Notes to the Consolidated Financial Statements, and for our discussion regarding risk factors related to our business and our debt, see Risk Factors in this Annual Report on Form 10-K.
For additional details regarding the Amended Credit Agreement and the Convertible Notes, please refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements, and for our discussion regarding risk factors related to our business and our debt, see Risk Factors in this Annual Report on Form 10-K.
Our Amended Credit Agreement places certain limitations on the payment of cash dividends. Please refer to “Note 14 - Financing Arrangements” in the Notes to the Consolidated Financial Statements and the Results of Operations for additional discussion.
Our Amended Credit Agreement places certain limitations on the payment of cash dividends. Please refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements and the Results of Operations for additional discussion.
Issuer Purchases of Common Shares: On December 20, 2021, the Company announced that its Board of Directors had authorized a share repurchase program under which the Company may repurchase up to $50.0 million of its outstanding common shares.
Issuer Purchases of Common Shares: On December 20, 2021 Metallus announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $50.0 million of its outstanding common shares.
Net deferred tax assets relate primarily to net operating losses and pension and other postretirement benefit obligations in the U.S., which we believe are more likely than not to result in future tax benefits. In the ordinary course of our business, there are many transactions and calculations regarding which the ultimate income tax determination is uncertain.
Net deferred tax assets relate 40 Table of Contents primarily to net operating losses and pension and other postretirement benefit obligations in the U.S., which we believe are more likely than not to result in future tax benefits. In the ordinary course of our business, there are many transactions and calculations regarding which the ultimate income tax determination is uncertain.
This criterion was met during the fourth quarter of 2023 (and each preceding quarter of 2023) and as such the notes can be converted at the option of the holders beginning January 1 through March 31, 2024.
This criterion was met during the fourth quarter of 2024 (and each preceding quarter of 2024) and as such the notes can be converted at the option of the holders beginning January 1 through March 31, 2025.
In addition to reducing outstanding debt and generating annual interest savings of $0.5 35 Table of Contents million, the repurchases of convertible notes reduced weighted average diluted shares outstanding for the year ended December 31, 2023 by 0.7 million shares and, on a go-forward basis, reduced diluted shares outstanding by 1.0 million shares.
In addition to reducing outstanding debt and generating annual interest savings of $0.5 million, the repurchases of convertible notes reduced weighted average diluted shares outstanding for the year ended December 31, 2023 by 0.7 million shares and, on a go-forward basis, reduced diluted shares outstanding by 1.0 million shares.
GAAP”). We believe presenting net sales by end-markets, both on a gross basis and on a per ton basis, adjusted to exclude raw material and natural gas surcharges, provides additional insight into key drivers of net sales such as base price and product mix.
GAAP”). We believe presenting net sales by end-markets, both on a gross basis and on a per ton basis, adjusted to exclude raw material and energy surcharges, provides additional insight into key drivers of net sales such as base price and product mix.
We utilize a raw material surcharge as a component of pricing steel to pass through the cost increases of scrap, alloys and other raw materials, as well as natural gas. From time to time, we may use financial instruments to hedge a portion of our exposure to commodity price risk.
We utilize a raw material surcharge as a component of pricing steel to pass through the cost increases of scrap, alloys and other raw materials, as well as energy. From time to time, we may use financial instruments to hedge a portion of our exposure to commodity price risk.
Interest payable associated with our debt will be approximately $1.8 million due in the next twelve months and $3.5 million through maturity. Purchase commitments are defined as agreements to purchase goods or services that are enforceable and legally binding.
Interest payable associated with our debt will be approximately $1.3 million due in the next twelve months and $1.7 million through maturity. Purchase commitments are defined as agreements to purchase goods or services that are enforceable and legally binding.
These benefit obligations were valued using a weighted average discount rate of 5.33% for pension benefit plans and 5.43% for other postretirement benefit plans. The determination of the discount rate is generally based on an index created from a hypothetical bond portfolio consisting of high-quality fixed income securities with durations that match the timing of expected benefit payments.
These benefit obligations were valued using a weighted average discount rate of 5.71% for pension benefit plans and 5.73% for other postretirement benefit plans. The determination of the discount rate is generally based on an index created from a hypothetical bond portfolio consisting of high-quality fixed income securities with durations that match the timing of expected benefit payments.
As of 34 Table of Contents December 31, 2023, the principal balance on the Convertible Senior Notes due 2025 is $13.3 million, while the Convertible Senior Notes due 2025, net is $13.2 million after consideration of unamortized debt issuance costs.
As of December 31, 2023, the principal balance on the Convertible Senior Notes due 2025 was 36 Table of Contents $13.3 million, while the Convertible Senior Notes due 2025, net is $13.2 million after consideration of unamortized debt issuance costs.
Refer to "Note 16 - Stock-Based Compensation" in the Notes to the Consolidated Financial Statements and the Results of Operations for additional details.
Refer to "Note 13 - Stock-Based Compensation" in the Notes to the Consolidated Financial Statements and the Results of Operations for additional details.
As of December 31, 2023, taking into account our view of industrial, automotive, aerospace & defense and energy market demand for our products, and our 2024 operating and long-range plan, we believe that our cash balance as of December 31, 2023, projected cash generated from operations, and borrowings available under the Amended Credit Agreement, will be sufficient to satisfy our working capital needs, capital expenditures and other liquidity requirements associated with our operations, including servicing our debt and pension and postretirement benefit obligations, for at least the next twelve months.
As of December 31, 2024, taking into account our view of industrial, automotive, aerospace & defense and energy market demand for our products, and our 2025 operating and long-range plan, we believe that our cash balance as of December 31, 2024, projected cash generated from operations, borrowings available under the Amended Credit Agreement and committed government funding to support capital investments, will be sufficient to satisfy our working capital needs, capital expenditures and other liquidity requirements associated with our operations, including servicing our debt and pension and postretirement benefit obligations, for at least the next twelve months.
We believe this change reflects our expertise in high-performance specialty metals and positions us for growth beyond carbon steel. 26 Table of Contents Net Sales The charts below present net sales and shipments for the years ended December 31, 2023, 2022 and 2021.
We believe this change reflects our expertise in high-performance specialty metals and positions us for growth beyond carbon steel. 28 Table of Contents Net Sales The charts below present net sales and shipments for the years ended December 31, 2024, 2023 and 2022.
You 39 Table of Contents are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Form 10-K.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Form 10-K.
For the year ended December 31, 2022, the loss on sale or disposal of assets, net, of $1.9 million primarily related to the loss recognized on the sale of the remaining land and buildings at the Company's TMS facility, as well as write-offs of aged assets removed from service.
For the year ended December 31, 2022, the loss on sale or disposal of assets, net, of $1.9 million primarily related to the loss recognized on the sale of the remaining land and buildings at the Company's former facility in Houston, Texas, as well as write-offs of aged assets removed from service.
Refer to “Note 14 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for additional information. 29 Table of Contents Other (Income) Expense, net Year Ended December 31, 2023 2022 $ Change Pension and postretirement non-service benefit (income) loss $ (4.6 ) $ (20.3 ) $ 15.7 Loss (gain) from remeasurement of benefit plans 40.6 (35.4 ) 76.0 Foreign currency exchange loss (gain) — (0.2 ) 0.2 Insurance recoveries (31.3 ) (34.5 ) 3.2 Sales and use tax refund (1.4 ) — (1.4 ) Miscellaneous (income) expense 0.4 (0.2 ) 0.6 Total other (income) expense, net $ 3.7 $ (90.6 ) $ 94.3 Year Ended December 31, 2022 2021 $ Change Pension and postretirement non-service benefit (income) loss $ (20.3 ) $ (37.2 ) $ 16.9 Loss (gain) from remeasurement of benefit plans (35.4 ) (20.1 ) (15.3 ) Foreign currency exchange loss (gain) (0.2 ) 0.1 (0.3 ) Sales and use tax refund — (2.5 ) 2.5 Insurance recoveries (34.5 ) — (34.5 ) Miscellaneous (income) expense (0.2 ) 0.2 (0.4 ) Total other (income) expense, net $ (90.6 ) $ (59.5 ) $ (31.1 ) Non-service related pension and other postretirement benefit income, for all years, consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost.
Refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for additional information. 31 Table of Contents Other (Income) Expense, net Year Ended December 31, 2024 2023 $ Change Pension and postretirement non-service benefit (income) loss $ (5.7 ) $ (4.6 ) $ (1.1 ) Loss (gain) from remeasurement of benefit plans 10.3 40.6 (30.3 ) Foreign currency exchange loss (gain) 0.4 — 0.4 Insurance recoveries — (31.3 ) 31.3 Sales and use tax refund — (1.4 ) 1.4 Miscellaneous (income) expense — 0.4 (0.4 ) Total other (income) expense, net $ 5.0 $ 3.7 $ 1.3 Year Ended December 31, 2023 2022 $ Change Pension and postretirement non-service benefit (income) loss $ (4.6 ) $ (20.3 ) $ 15.7 Loss (gain) from remeasurement of benefit plans 40.6 (35.4 ) 76.0 Foreign currency exchange loss (gain) — (0.2 ) 0.2 Insurance recoveries (31.3 ) (34.5 ) 3.2 Sales and use tax refund (1.4 ) — (1.4 ) Miscellaneous (income) expense 0.4 (0.2 ) 0.6 Total other (income) expense, net $ 3.7 $ (90.6 ) $ 94.3 Non-service related pension and other postretirement benefit income, for all years, consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Quarterly Common Stock Prices and Cash Dividends Per Share: Our common shares are traded on the New York Stock Exchange ("NYSE") under the symbol “MTUS.” The estimated number of record holders of our common shares at December 31, 2023 was 3,040.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Quarterly Common Stock Prices and Cash Dividends Per Share: Our common shares are traded on the New York Stock Exchange ("NYSE") under the symbol “MTUS.” The estimated number of record holders of our common shares at December 31, 2024 was 2,913.
I tem 6. Selected Financial Data Intentionally omitted. 24 Table of Contents I tem 7.
I tem 6. Selected Financial Data Intentionally omitted. 26 Table of Contents I tem 7.
As of December 31, 2023, our undiscounted purchase commitments are approximately $49.1 million due in the next twelve months and $67.4 million due thereafter. Included in purchase commitments are certain obligations related to capital asset commitments, service agreements and energy consumed in our production processes.
As of December 31, 2024, our undiscounted purchase commitments are approximately $117.1 million due in the next twelve months and $77.4 million due thereafter. Included in purchase commitments are certain obligations related to capital asset commitments, service agreements and energy consumed in our production processes.
We are exposed to the risk of rising interest rates to the extent we fund our operations with these variable-rate borrowings. As of December 31, 2023, we have $13.3 million of aggregate debt outstanding.
We are exposed to the risk of rising interest rates to the extent we fund our operations with these variable-rate borrowings. As of December 31, 2024, we have $5.5 million of aggregate debt outstanding.
This authorization reflects the continued confidence of the Board and senior leadership in the Company’s ability to generate sustainable through-cycle profitability while maintaining a strong balance sheet and cash flow. The table below provides information concerning our repurchase of common shares for the three months ended December 31, 2023.
These authorizations reflect the continued confidence of the Board and senior leadership in the Company’s ability to generate sustainable through-cycle profitability while maintaining a strong balance sheet and cash flow. The table below provides information concerning our repurchase of common shares for the three months ended December 31, 2024.
(1) Please see discussion of non-GAAP financial measures in Form 10-K – Net Sales Adjusted to Exclude Surcharges 25 Table of Contents • Capital investments: The Company continues to invest organically with $51.6 million of capital investments.
(1) Please see discussion of non-GAAP financial measures in Form 10-K – Net Sales Adjusted to Exclude Surcharges 27 Table of Contents • Capital investments : The Company continues to invest organically with $64.3 million of capital investments.
The Company's Bargaining Unit Pension Plan ("Bargaining Plan"), Retirement Plan (“Salaried Plan”), and the Supplemental Pension Plan ("Supplemental Plan") each have a provision that permits employees to elect to receive their pension benefits in a lump sum upon retirement.
The Company's Bargaining Unit Pension Plan ("Bargaining Plan"), the Supplemental Pension Plan ("Supplemental Plan") and the recently terminated Retirement Plan ("Salaried Plan") each have a provision that permits employees to elect to receive their pension benefits in a lump sum upon retirement.
As of February 15, 2024, the Company has $39.2 million remaining under its authorized share repurchase program. (1) The Company may utilize various methods to repurchase shares, which could include open market repurchases, including repurchases through Rule 10b5-1 plans, privately-negotiated transactions or by other means.
As of February 17, 2025, the Company has $99.5 million remaining under its authorized share repurchase program. (1) The Company may utilize various methods to repurchase shares, which could include open market repurchases, including repurchases through Rule 10b5-1 plans, privately-negotiated transactions or by other means.
In the first quarter of 2023, the cumulative cost of all lump sum payments was projected to exceed the sum of the service costs and interest cost components of net periodic pension cost for the Salaried Plan.
In the first quarter of 2024, the cumulative cost of all lump sum payments was expected to exceed the sum of the service cost and interest cost components of net periodic pension cost for the Salaried Plan.
A loss on extinguishment of debt was recognized of $43.0 million, including a charge of $0.6 million for unamortized debt issuance costs related to the portion of debt extinguished, as well as the related transaction costs.
A loss on extinguishment of debt of $9.4 million was recognized, including a charge of $0.1 million for unamortized debt issuance costs related to the portion of debt extinguished, as well as the related transaction costs.
A sensitivity analysis of the projected incremental effect of a 0.25% increase (decrease), holding all other assumptions constant, is as follows: Hypothetical rate increase (decrease) 0.25% (0.25)% Discount rate Net periodic benefit income, prior to annual remeasurement gains or losses $ 0.8 $ (0.8 ) Benefit obligation $ (15.8 ) $ 16.4 Return on plan assets Net periodic benefit income, prior to annual remeasurement gains or losses $ (1.4 ) $ 1.4 In 2024, net periodic pension expense is forecasted to be $8.4 million, while postretirement benefit income is forecasted to be $3.9 million.
A sensitivity analysis of the projected incremental effect of a 0.25% increase (decrease), holding all other assumptions constant, is as follows: Hypothetical rate increase (decrease) 0.25% (0.25)% Discount rate Net periodic benefit cost (income), prior to annual remeasurement gains or losses $ 0.6 $ (0.6 ) Benefit obligation $ (12.3 ) $ 12.8 Return on plan assets Net periodic benefit cost (income), prior to annual remeasurement gains or losses $ (1.2 ) $ 1.2 In 2025, net periodic pension expense is forecasted to be $7.3 million, while postretirement benefit income is forecasted to be $3.8 million.
Additional Liquidity Considerations The following represents a summary of total liquidity available under the Amended Credit Agreement in effect as of December 31, 2023 and 2022: December 31, 2023 2022 Cash and cash equivalents $ 280.6 $ 257.2 Credit Agreement: Maximum availability $ 400.0 $ 400.0 Suppressed availability (1) (135.8 ) (161.2 ) Availability 264.2 238.8 Credit facility amount borrowed — — Letter of credit obligations (5.4 ) (5.3 ) Availability not borrowed 258.8 233.5 Total liquidity $ 539.4 $ 490.7 (1) As of December 31, 2023 and 2022, the Company had less than $400.0 million in collateral assets to borrow against.
Additional Liquidity Considerations The following represents a summary of total liquidity available under the Amended Credit Agreement in effect as of December 31, 2024 and 2023: December 31, 2024 2023 Cash and cash equivalents $ 240.7 $ 280.6 Credit Agreement: Maximum availability $ 400.0 $ 400.0 Suppressed availability (1) (176.8 ) (135.8 ) Availability 223.2 264.2 Credit facility amount borrowed — — Letter of credit obligations (5.3 ) (5.4 ) Availability not borrowed 217.9 258.8 Total liquidity $ 458.6 $ 539.4 (1) As of December 31, 2024 and 2023, the Company had less than $400.0 million in collateral assets to borrow against.
The share repurchase program does not require the Company to acquire any dollar amount or number of shares and does not have an expiration date. 22 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans: The following table sets forth certain information as of December 31, 2023, regarding the equity compensation plan maintained by us on that date, the Amended and Restated 2020 Equity and Incentive Compensation Plan (the "Amended 2020 Plan"), which amended the previous 2020 Equity and Incentive Compensation Plan (the "Original 2020 Plan") plus certain awards still outstanding under all plans preceding the Original 2020 Plan (as well as certain inducement awards granted to our CEO in 2021 that remained outstanding.
The share repurchase program does not require the Company to acquire any dollar amount or numbers of shares and does not have an expiration date. 24 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans: The following table sets forth certain information as of December 31, 2024, regarding the equity compensation plan maintained by us on that date, the Amended and Restated 2020 Equity and Incentive Compensation Plan (the "Amended 2020 Plan"), which amended the previous 2020 Equity and Incentive Compensation Plan (the "Original 2020 Plan"), plus certain awards still outstanding under all plans preceding the Original 2020 Plan.
Changes in the selected discount rate could have a material impact on our projected benefit obligations and the unfunded status of our pension and other postretirement benefit plans. For the year ended December 31, 2023, net periodic pension expense was $49.1 million and postretirement benefit income was $2.1 million, respectively.
Changes in the selected discount rate could have a material impact on our projected benefit obligations and the unfunded status of our pension and other postretirement benefit plans. For the year ended December 31, 2024, net periodic pension expense was $18.4 million and postretirement benefit income was $4.0 million.
Each month, the Company will post on the surcharges page of its external website, as well as our customer portal, the scrap, alloy, and natural gas surcharges that will be applied (as a separate line item) to invoices dated in the following month (based upon shipment volumes in the following month). All surcharges invoiced are included in GAAP net sales.
Each month, the Company will post on the surcharges page of its external website, as well as our customer portal, the scrap, alloy, and energy surcharges that will be applied (as a separate line item) to invoices dated in the following month (based upon shipment volumes in the following month).
Refer to “Note 6 - Disposition of Non-Core Assets” and “Note 11 - Property, Plant and Equipment” in the Notes to the Consolidated Financial Statements for additional information. Interest (Income) Expense, net Net interest income for the year ended December 31, 2023 was $7.1 million, compared with net interest expense of $0.6 million for the year ended December 31, 2022.
Refer to “Note 9 - Property, Plant and Equipment” in the Notes to the Consolidated Financial Statements for additional information. Interest (Income) Expense, net Net interest income for the year ended December 31, 2024 was $9.6 million, compared with net interest income of $7.1 million for the year ended December 31, 2023.
(3) On December 20, 2021, the Company announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $50.0 million of its outstanding common shares. On November 2, 2022, the Board of Directors authorized an additional $75.0 million share repurchase program.
On December 20, 2021 Metallus announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $50.0 million of its outstanding common shares.
Year Ended December 31, 2023 2022 2021 Net cash provided (used) by operating activities $ 125.3 $ 134.5 $ 196.9 Net cash provided (used) by investing activities (49.9 ) (21.7 ) (4.8 ) Net cash provided (used) by financing activities (51.9 ) (114.6 ) (35.3 ) Increase (Decrease) in Cash and Cash Equivalents $ 23.5 $ (1.8 ) $ 156.8 Operating activities Net cash provided by operating activities for the year ended December 31, 2023 was $125.3 million compared to net cash provided of $134.5 million for the year ended December 31, 2022.
Year Ended December 31, 2024 2023 2022 Net cash provided (used) by operating activities $ 40.3 $ 125.3 $ 134.5 Net cash provided (used) by investing activities (10.8 ) (49.9 ) (21.7 ) Net cash provided (used) by financing activities (68.9 ) (51.9 ) (114.6 ) Increase (Decrease) in Cash and Cash Equivalents $ (39.4 ) $ 23.5 $ (1.8 ) 38 Table of Contents Operating activities Net cash provided by operating activities for the year ended December 31, 2024 was $40.3 million compared to net cash provided of $125.3 million for the year ended December 31, 2023.
The Company invoices its customers at the time of title transfer. Payment terms are generally 30 days from the invoice date. Invoiced amounts are usually inclusive of shipping and handling activities incurred. Shipping and handling activities billed are included in net sales in the Consolidated Statements of Operations.
Payment terms are generally 30 days from the invoice date. Invoiced amounts are usually inclusive of shipping and handling activities incurred. Shipping and handling activities billed are included in net sales in the Consolidated Statements of Operations.
In addition, the Company repurchased $7.5 million of its outstanding convertible notes at a cost of $18.7 million.
In addition, the Company repurchased $7.8 million of its outstanding convertible notes at a cost of $17.2 million.
This resulted in a gain recognized of $2.5 million, net of related professional fees, for the year ended December 31, 2021.
This resulted in a gain recognized of $1.4 million, net of related professional fees, for the year ended December 31, 2023.
In 2023, net periodic pension expense and other postretirement benefit income was calculated using a variety of assumptions, including a weighted average discount rate of 5.61% and 5.70%, respectively, and a weighted average expected return on plan assets of 7.13% and 6.25%, respectively. The expected return on plan assets is determined based on forward-looking current market pricing.
In 2024, net periodic pension expense and other postretirement benefit income were calculated using a variety of assumptions, including a weighted average discount rate of 5.33% and 5.43%, respectively, and a weighted average expected return on plan assets of 7.15% and 5.80%, respectively. The expected return on plan assets is determined based on forward-looking current market pricing.
Retirement benefits are paid from plan assets and our operating cash flow. These include payments to meet minimum funding requirements of our defined benefit pension plans, estimated benefit payments for our unfunded supplemental executive retirement pension, and estimated benefit payments for our postretirement plans.
Retirement benefits are paid from plan assets, cash and cash equivalents and borrowings available under the Amended Credit Agreement. These include payments to meet minimum funding requirements of our defined benefit pension plans, estimated benefit payments for our unfunded supplemental executive retirement pension, and estimated benefit payments for our postretirement plans.
Subsequent to December 31, 2023, the Company repurchased 0.1 million additional common shares in the open market at an aggregate cost of $1.2 million, which equates to an average repurchase price of $21.07 per share. As of February 15, 2024, the Company has $39.2 million remaining under its authorized share repurchase program.
Subsequent to December 31, 2024, the Company repurchased 0.2 million additional common shares in the open market at an aggregate cost of $3.3 million, which equates to an average repurchase price of $14.61 per share. As of February 17, 2025, the Company has $99.5 million remaining under its authorized share repurchase program.
The principal amount of the Convertible Senior Notes due 2025 as of December 31, 2022 was $20.8 million, while the Convertible Senior Notes due 2025, net was $20.4 million after consideration of unamortized debt issuance costs.
As of December 31, 2024, the principal balance of the Convertible Senior Notes due 2025 was $5.5 million, while the Convertible Senior Notes due 2025, net is $5.4 million after consideration of unamortized debt issuance costs.
In the first quarter of 2023, the Company repurchased a total of $7.5 million aggregate principal amount of its Convertible Senior Notes Due 2025. Total cash paid to noteholders was $18.7 million.
In the fourth quarter of 2024, the Company repurchased a total of $7.8 million aggregate principal amount of its Convertible Senior Notes due 2025. Total cash paid to noteholders was $17.2 million.
The Company’s accounting policy is to recognize settlements during the quarter in which it is projected that the costs of all settlements during the 38 Table of Contents year will be greater than the sum of the service cost and interest cost components of net periodic benefit cost.
The Company’s accounting policy is to recognize settlements during the quarter in which it is projected that the costs of all settlements during the year will be greater than the sum of the service cost and interest cost components of net periodic benefit cost. In addition, the Company uses fair value to account for the value of plan assets.
Furthermore, the Company notes that monitoring financial results as one reportable segment helps the CODM manage costs on a consolidated basis, consistent with the integrated nature of our operations. 2023 Business Highlights The following items represent key trends and events during the year ended December 31, 2023: • Aerospace & Defense end market: We continue to optimize our product portfolio, increasing aerospace & defense ship tons by approximately 70% compared with the year ended December 31, 2022. • Base sales: The Company's products continued to demand strong base sales prices throughout 2023, with average base sales price per ton improving in all end-markets compared with 2022.
Furthermore, the Company notes that monitoring financial results as one reportable segment helps the CODM manage costs on a consolidated basis, consistent with the integrated nature of our operations. 2024 Business Highlights The following items represent key trends and events during the year ended December 31, 2024: • Aerospace & Defense end market : Shipments to aerospace & defense customers increased significantly in 2024 driven by strong demand, resulting in an increase in net sales by approximately 17% compared with the year ended December 31, 2023. • Base sales : The Company's products continued to demand solid base sales prices throughout 2024, with average base sales price per ton improving in aerospace & defense, automotive and energy end-markets compared with 2023.
This estimate is based on a weighted average discount rate of 5.33% for the pension benefit plans and 5.43% for other postretirement benefit plans, as well as a weighted average expected return on assets of 7.15% for the pension benefit plans and 5.80% for the other postretirement benefit plans.
This estimate is based on a weighted average discount rate of 5.71% for the pension benefit plans and 5.73% for other postretirement benefit plans, as well as a weighted average expected return on assets of 7.62% for the pension benefit 41 Table of Contents plans and 5.90% for the other postretirement benefit plans.
SG&A expense for the year ended December 31, 2023 increased by $10.8 million, or 14.6%, compared with the year ended December 31, 2022. This increase was primarily due to higher stock-based compensation, variable compensation expense and professional services, primarily driven by the ongoing information technology transformation project.
SG&A expense for the year ended December 31, 2024 increased by $3.1 million, or 3.7%, compared with the year ended December 31, 2023. The increase was primarily due to higher salary and benefits, stock-based compensation and professional services, primarily driven by the ongoing information technology transformation project, partially offset by lower variable compensation.
For the year ended December 31, 2023, the Company repurchased approximately 1.7 million common shares in the open market at an aggregate cost of $32.6 million, which equates to an average repurchase price of $19.03 per share. As of December 31, 2023, the Company had a balance of $40.4 million remaining under its share repurchase program.
For the year ended December 31, 2024, the Company repurchased approximately 2.0 million common shares in the open market at an aggregate cost of $37.6 million, which equates to an average repurchase price of $18.45 per share. As of December 31, 2024, the Company had a balance of $102.8 million remaining under its share repurchase program.
Critical Accounting Policies and Estimates Our financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.
The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the 39 Table of Contents financial statements and the reported amounts of revenues and expenses during the periods presented. We review our critical accounting policies throughout the year.
Combined, the 2023 common share and convertible note repurchase activity reduced diluted shares outstanding by 2.7 million shares on a go-forward basis. • Liquidity: Our balance sheet has remained strong, with total liquidity of $539.4 million, including cash and cash equivalents of $280.6 million as of December 31, 2023.
Combined, the 2024 common share and convertible note repurchase activity reduced diluted shares outstanding by 3.0 million shares on a go-forward basis. • Liquidity : Our balance sheet has remained strong, with total liquidity of $458.6 million, including cash and cash equivalents of $240.7 million as of December 31, 2024. • Rebranding : On February 26, 2024, the Company changed its name to Metallus Inc.
The Company receives and acknowledges purchase orders from its customers, which define the quantity, pricing, payment and other applicable terms and conditions.
Substantially all performance obligations arise from the sale of manufactured steel products. The Company receives and acknowledges purchase orders from its customers, which define the quantity, pricing, payment and other applicable terms and conditions.
This includes: political risks associated with the potential instability of governments and legal systems in countries in which we or our customers conduct business, and changes in currency valuations; 40 Table of Contents • the impact of global conflicts on the economy, sourcing of raw materials, and commodity prices; • climate-related risks, including environmental and severe weather caused by climate changes, and legislative and regulatory initiatives addressing global climate change or other environmental concerns; • unanticipated litigation, claims or assessments, including claims or problems related to intellectual property, product liability or warranty, employment matters, regulatory compliance and environmental issues and taxes, among other matters; • cyber-related risks, including information technology system failures, interruptions and security breaches; • the potential impact of pandemics, epidemics, widespread illness or other health issues; • with respect to the continuous bloom reheat furnace investment, whether the funding awarded to support this investment is received on the anticipated timetable, whether the company is able to successfully complete the installation and commissioning of the new assets on the targeted budget and timetable, and whether the anticipated increase in throughput is achieved; and • those items identified under the caption Risk Factors in our Annual Report on Form 10-K.
This includes: political risks associated with the potential instability of governments and legal systems in countries in which we or our customers conduct business, and changes in currency valuations; • the impact of global conflicts on the economy, sourcing of raw materials, and commodity prices; • climate-related risks, including environmental and severe weather caused by climate changes, and legislative and regulatory initiatives addressing global climate change or other environmental concerns; • unanticipated litigation, claims or assessments, including claims or problems related to intellectual property, product liability or warranty, employment matters, regulatory compliance and environmental issues and taxes, among other matters; • cyber-related risks, including information technology system failures, interruptions and security breaches; • the potential impact of pandemics, epidemics, widespread illness or other health issues; • with respect to the equipment investments to support the U.S.
This gain was driven by a $55.7 million decrease in the pension liability primarily due to an increase in discount rates, partially offset by a loss of $35.6 million driven primarily by investment losses on plan assets.
This loss was driven by investment losses on plan assets of $35.0 million partially offset by a $24.7 million decrease in the pension liability primarily due to an increase in discount rate, updated census data and updates to certain underlying assumptions.
Revenue Recognition Metallus recognizes revenue from contracts at a point in time when it has satisfied its performance obligations and the customer obtains control of the goods, at the amount that reflects the consideration the Company expects to receive for those goods. Substantially all performance obligations arise from the sale of manufactured steel products.
New Accounting Guidance See “Note 2 - Significant Accounting Policies” in the Notes to the Consolidated Financial Statements. Revenue Recognition Metallus recognizes revenue from contracts at a point in time when it has satisfied its performance obligations and the customer obtains control of the goods, at the amount that reflects the consideration the Company expects to receive for those goods.
A net gain of $35.4 million from the remeasurement of these benefit plans was recognized for the year ended December 31, 2022. This gain was driven by a $359.9 million decrease in the pension liability primarily due to an increase in discount rates and a $2.7 million non-cash settlement related to the partial annuitization of the Bargaining Plan.
This gain was driven by a $359.9 million decrease in the pension liability primarily due to an 32 Table of Contents increase in discount rates and a $2.7 million non-cash settlement related to the partial annuitization of the Bargaining Plan.
A loss on extinguishment of debt was recognized of $11.4 million, including a charge of $0.2 million for unamortized debt issuance costs related to the portion of debt extinguished, as well as the related transaction costs. There were no repurchases related to the Convertible Notes during the remainder of 2023.
Total cash paid to noteholders was $18.7 million. A loss on extinguishment of debt was recognized of $11.4 million, including a charge of $0.2 million for unamortized debt issuance costs related to the portion of debt extinguished, as well as the related transaction costs.
We continually evaluate the best use of our liquidity which would allow us to invest in profitable growth, maintain a strong balance sheet, and return capital to shareholders. We are currently anticipating capital expenditures to be approximately $60 million in 2024.
We continue to evaluate the best use of our liquidity which would allow us to invest in profitable growth, maintain a strong balance sheet, and return capital to shareholders. We expect capital expenditures to be approximately $125 million in 2025, inclusive of approximately $90 million of capital expenditures funded by the U.S. government.
The change was primarily due to a higher use of cash for working capital in 2023, partially offset by improved 2023 profitability. Investing activities Net cash used by investing activities for the year ended December 31, 2023 was $49.9 million compared to net cash used of $21.7 million for the year ended December 31, 2022.
The change was primarily driven by lower profitability and higher pension contributions, partially offset by a decrease in cash from working capital during 2024 compared to 2023. Investing activities Net cash used by investing activities for the year ended December 31, 2024 was $10.8 million compared to net cash used of $49.9 million for the year ended December 31, 2023.
The change was primarily due to higher capital expenditures in 2023. Financing activities Net cash used by financing activities for the year ended December 31, 2023 was $51.9 million compared to net cash used of $114.6 million for the year ended December 31, 2022.
The change was due to proceeds from government funding in 2024 compared to receiving no government funding in 2023, partially offset by higher capital spending in 2024. Financing activities Net cash used by financing activities for the year ended December 31, 2024 was $68.9 million compared to net cash used of $51.9 million for the year ended December 31, 2023.
Net sales for the year ended December 31, 2023 were $1,362.4 million, an increase of $32.5 million, or 2.4%, compared with the year ended December 31, 2022. The increase in sales was primarily driven by favorable price/mix, partially offset by a decrease in surcharges and lower volume.
Net sales for the year ended December 31, 2024 were $1,084.0 million, a decrease of $278.4 million, or 20.4%, compared with the year ended December 31, 2023. The decrease in net sales was driven by lower shipments and surcharges, partially offset by favorable price/mix. Lower shipments of 128.3 thousand ship tons resulted in a net sales decrease of $191.5 million.
(a) (b) (c) Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities remaining available for future issuance under equity compensation plans reflected in column (a) (3) Equity compensation plans approved by security holders (4) 3,583,065 $ 17.95 3,253,585 Equity compensation plans not approved by security holders (5) 1,058,500 — — Total 4,641,565 $ 17.95 3,253,585 (1) The amount shown in column (a) and covered under an equity compensation plan approved by security holders includes the following: nonqualified stock options - 621,350; deferred shares – 219,080; performance-based restricted stock units – 1,773,226 (based on potential maximum performance); and time-based restricted stock units – 969,409 (which includes 935,109 cliff-vested restricted stock units).
(a) (b) (c) Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities remaining available for future issuance under equity compensation plans reflected in column (a) (3) Equity compensation plans approved by security holders (4) 3,389,294 $ 11.23 3,324,509 (1) The amount shown in column (a) and covered under an equity compensation plan approved by security holders includes the following: nonqualified stock options - 300,218; performance-based restricted stock units – 1,881,774 (based on potential maximum performance); and time-based restricted stock units – 1,207,302 (all 1,207,302 units are cliff-vested restricted stock).
Excluding surcharges, net sales increased $107.5 million or 11.8%. 27 Table of Contents Gross Profit The chart below presents the drivers of the gross profit variance from the year ended December 31, 2022 to the year ended December 31, 2023.
Excluding surcharges, net sales decreased $157.7 million or 15.4%. 29 Table of Contents Gross Profit The chart below presents the drivers of the gross profit variance from the year ended December 31, 2023 as compared to the year ended December 31, 2024.
In some cases, the Company receives a blanket purchase order from its customer, which includes pricing, payment and other terms and conditions, with quantities defined at the time the customer issues periodic releases from the blanket purchase order. 37 Table of Contents Transfer of control and revenue recognition for substantially all the Company’s sales occur upon shipment or delivery of the product, which is when title, ownership, and risk of loss pass to the customer and is based on the applicable customer shipping terms.
Transfer of control and revenue recognition for substantially all the Company’s sales occur upon shipment or delivery of the product, which is when title, ownership, and risk of loss pass to the customer and is based on the applicable customer shipping terms. The Company invoices its customers at the time of title transfer.
(Dollars in millions, except per share data) Total number of shares purchased (1) Average price paid per share (2) Total number of shares purchased as part of publicly announced plans or programs (1) Maximum dollar value of shares that may yet be purchased under the plans or programs (3) Beginning shares available $ 44.5 October, 2023 94,408 $ 20.53 94,408 $ 42.5 November, 2023 56,251 $ 20.25 56,251 $ 41.4 December, 2023 45,867 $ 21.76 45,867 $ 40.4 Quarter ended December 31, 2023 196,526 $ 20.74 196,526 $ 40.4 Subsequent to December 31, 2023, the Company repurchased 0.1 million additional common shares in the open market at an aggregate cost of $1.2 million, which equates to an average repurchase price of $21.07 per share.
(Dollars in millions, except per share data) Total number of shares purchased (1) Average price paid per share (2) Total number of shares purchased as part of publicly announced plans or programs (1) Maximum dollar value of shares that may yet be purchased under the plans or programs (3) Beginning shares available $ 106.3 October, 2024 — $ — — $ 106.3 November, 2024 89,919 $ 15.39 89,919 $ 104.9 December, 2024 137,101 $ 15.58 137,101 $ 102.8 Quarter ended December 31, 2024 227,020 $ 15.51 227,020 $ 102.8 Subsequent to December 31, 2024, the Company repurchased 0.2 million additional common shares in the open market at an aggregate cost of $3.3 million, which equates to an average repurchase price of $14.61 per share.
During the first half of 2022, we privately negotiated early repurchases of $25.2 million aggregate principal amount of our Convertible Senior Notes Due 2025.
In the fourth quarter of 2024, we privately negotiated early repurchases of $7.8 million aggregate principal amount of our Convertible Senior Notes Due 2025.
As a result, the Company completed a full remeasurement of its pension obligations and plan assets associated with the Salaried Plan during each quarter of 2023. A net loss of $40.6 million from the remeasurement of these benefit plans was recognized for the year ended December 31, 2023.
A net loss of $40.6 million from the remeasurement of all Company pension and postretirement benefit plans was recognized for the year ended December 31, 2023.
The provision for income taxes for the year ended December 31, 2022 was also impacted by the release of the Company’s income tax valuation allowance on domestic deferred tax assets due to consecutive years of positive net income and the utilization of the majority of loss carryforwards generated in prior years. 31 Table of Contents Non-GAAP Financial Measures Net Sales Adjusted to Exclude Surcharges The tables below present net sales by end-markets, adjusted to exclude surcharges, which represents a financial measure that has not been determined in accordance with accounting principles generally accepted in the United States (“U.S.
The provision for income taxes differs from the statutory rate due to the impact of permanent tax differences and state and local taxes . 33 Table of Contents Non-GAAP Financial Measures Net Sales Adjusted to Exclude Surcharges The tables below present net sales by end-markets, adjusted to exclude surcharges, which represents a financial measure that has not been determined in accordance with accounting principles generally accepted in the United States (“U.S.
Provision for Income Taxes Year Ended December 31, 2023 2022 $ Change Provision (benefit) for income taxes $ 27.0 $ 32.0 $ (5.0 ) Effective tax rate 28.0 % 32.9 % -4.9 % Year Ended December 31, 2022 2021 $ Change Provision (benefit) for income taxes $ 32.0 $ 5.7 $ 26.3 Effective tax rate 32.9 % 3.2 % NM (1) (1) “NM” is data that is not meaningful.
Provision for Income Taxes Year Ended December 31, 2024 2023 $ Change Provision (benefit) for income taxes $ 3.3 $ 27.0 $ (23.7 ) Effective tax rate 72.2 % 28.0 % 44.2 % Year Ended December 31, 2023 2022 $ Change Provision (benefit) for income taxes $ 27.0 $ 32.0 $ (5.0 ) Effective tax rate 28.0 % 32.9 % -4.9 % The provision for incomes taxes for the year ended December 31, 2024 was $3.3 million compared to a provision for income taxes of $27.0 million in 2023.

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