Metallus Inc
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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FY2023 · Filed Feb 28, 2024
MTUS$17.52+0.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a)(1) - Financial Statements are included in Part II, Item 8 of the Annual Report on Form 10-K.
(a)(2) - Schedule II - Valuation and Qualifying Accounts is submitted as a separate section of this report. Schedules I, III, IV and V are not applicable to the Company and, therefore, have been omitted.
(a)(3) Listing of Exhibits
| Exhibit Number | Exhibit Description |
| 2.1† | Separation and Distribution Agreement, dated as of June 30, 2014, by and between TimkenSteel Corporation and The Timken Company. |
| 3.1* | Amended and Restated Articles of Incorporation, as amended |
| 3.2* | Code of Regulations of Metallus Inc. |
| 4.1 | Indenture, dated May 31, 2016, by and between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 31, 2016, File No. 001-36313). |
| 4.2 | First Supplemental Indenture, dated May 31, 2016, by and between the Company and U.S. Bank National Association, as Trustee (including Form of Note) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 31, 2016, File No. 001-36313). |
| 4.3 | Description of Common Stock (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on February 25, 2020, File No. 001-36313). |
| 4.4 | Second Supplemental Indenture, dated December 15, 2020, by and between the Company and U.S. Bank National Association, as Trustee (including Form of New Convertible Note) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 15, 2020, File No. 001-36313). |
| 10.1† | Tax Sharing Agreement, dated as of June 30, 2014, by and between TimkenSteel Corporation and The Timken Company. |
| 10.2† | Employee Matters Agreement, dated as of June 30, 2014, by and between TimkenSteel Corporation and The Timken Company. |
| 10.3 | Form of Amended and Restated Employee Excess Benefits Agreement with TimkenSteel Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 13, 2014, File No. 001-36313). |
| 10.4† | Trademark License Agreement, dated as of June 30, 2014, by and between TimkenSteel Corporation and The Timken Company. |
| 10.5 | Amended and Restated 2014 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on October 28, 2016, Registration No. 333-214297). |
| 10.6 | Amended and Restated Annual Performance Award Plan, effective January 1, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 9, 2023, File No. 001-36313). |
| 10.7 | Supplemental Pension Plan (Effective June 30, 2014) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 13, 2014, File No. 001-36313). |
| 10.8 | Form of Severance Agreement with the Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 13, 2014, File No. 001-36313). |
| 10.9†† | Form of Director Indemnification Agreement. |
| 10.10†† | Form of Officer Indemnification Agreement. |
| 10.11†† | Form of Director and Officer Indemnification Agreement. |
| 10.12 | Amended and Restated 2014 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2015, File No. 001-36313). |
| 10.13 | Amended and Restated Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2015, File No. 001-36313). |
| 10.14 | Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2017, File No. 001-36313). |
| 10.15 | Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2019, File No. 001-36313). |
| 10.16 | Form of Time-Based Ratable Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2019, File No. 001-36313). |
| 10.17 | Form of Deferred Shares Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2016, File No. 001-36313). |
| 10.18 | Form of Director Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2020, File No. 001-36313). |
| 10.19 | Restricted Share Unit Inducement Award Agreement dated as of January 5, 2021 by and between the Company and Michael S. Williams (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed on February 25, 2021, File No. 001-36313). |
| 10.20 | Performance-Based Restricted Share Unit Inducement Award Agreement dated as of January 5, 2021 by and between the Company and Michael S. Williams (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed on February 25, 2021, File No. 001-36313). |
| 10.21 | Severance Agreement dated as of January 1, 2021 between the Company and Michael S. Williams (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on February 25, 2021, File No. 001-36313). |
| 10.22 | Form of Severance Agreement between the Company and Certain Executive Officers (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed on February 25, 2021, File No. 001-36313). |
| 10.23 | 2020 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2020, File No. 001-36313). |
| 10.24 | Amended and Restated 2020 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 6, 2021, File No. 001-36313). |
| 10.25 | Form of Performance-Based Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2021, File No. 001-36313). |
| 10.26 | Form of Time-Based Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2021, File No. 001-36313). |
| 10.27 | Fourth Amended and Restated Credit Agreement, dated as of September 30, 2022, by and among the Company, the other loan parties and lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current report on Form 8-K filed on October 5, 2022, File No.001-36313). |
| 10.28 | Form of Performance-Based Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2022, File No. 001-36313). |
| 10.29 | Form of Performance-Based Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report of Form 8-K filed on February 9, 2023, File No. 001-36313). |
| 10.30* | Form of Transformation Incentive Grant Performance-Based Restricted Share Unit Agreement for Tier 1 and 2 Participants |
| 10.31* | Form of Transformation Incentive Grant Performance-Based Restricted Share Unit Agreement for Tier 3 and 4 Participants |
| 21.1* | A list of subsidiaries of the Registrant. |
| 23.1* | Consent of Independent Registered Public Accounting Firm. |
| 24.1* | Power of Attorney. |
| 31.1* | Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Metallus Inc. Compensation Recovery Policy. |
| 101.INS* | Inline XBRL Instance Document. |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| † | Incorporated by reference to the exhibit filed under the corresponding Exhibit Number of the Company’s Current Report on Form 8-K filed on July 3, 2014, File No. 001-36313. |
| †† | Incorporated by reference to the exhibit filed under the corresponding Exhibit Number of Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on May 15, 2014, File No. 001-36313. |
| * | Filed herewith. |
| ** | Furnished herewith. |
Schedule II-Valuation and Qualifying Accounts
| Allowance for uncollectible accounts: | 2023 | 2022 | 2021 |
|---|---|---|---|
| Balance at Beginning of Period | $1.0 | $1.9 | $1.3 |
| Additions: | |||
| Charged to Costs and Expenses (1) | 1.2 | — | 0.6 |
| Deductions (2) | (0.2) | (0.9) | — |
| Balance at End of Period | $2.0 | $1.0 | $1.9 |
| Allowance for inventory reserves: | 2023 | 2022 | 2021 |
| Balance at Beginning of Period | $0.5 | $0.8 | $13.9 |
| Additions: | |||
| Charged to Costs and Expenses (3) | 1.1 | 0.5 | 2.8 |
| Deductions (4) | (0.9) | (0.8) | (15.9) |
| Balance at End of Period | $0.7 | $0.5 | $0.8 |
| Valuation allowance on deferred tax assets: | 2023 | 2022 | 2021 |
| Balance at Beginning of Period | $13.0 | $15.5 | $47.7 |
| Additions: | |||
| Charged to Costs and Expenses (5) | 2.5 | — | — |
| Charged to Other Accounts (6) | — | — | 4.8 |
| Deductions (7) | — | (2.5) | (37.0) |
| Balance at End of Period | $15.5 | $13.0 | $15.5 |
(1)Provision for uncollectible accounts included in expenses.
(2)Actual accounts written off against the allowance, net of recoveries.
(3)Provisions for surplus and obsolete inventory and lower cost or net realizable value included in expenses.
(4)Inventory items released against the allowance, either via write-off or a recovery. The allowance for inventory reserves decreased in 2021 due to sales of TMS inventory, along with the selling and scrapping of aged inventory.
(5)Increase in valuation allowance is recorded as a component of the provision for income taxes.
(6)Amount relates to valuation allowances recorded against other comprehensive income (loss).
(7)For the year ended December 31, 2022, this amount related to the release of a portion of the U.S. valuation allowance. For theyear ended December 31, 2021, this amount relates to the release of the valuation allowance against tax loss carryforwards used during 2021.
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