The Value
of Engineering
THE TIMKEN COMPANY
2020 Annual Report
2020 Performance
OPERATING DATA
Net Sales
Adjusted EBITDA1
Adjusted EBITDA Margin1
Adjusted Net Income1
Free Cash Flow1
SHAREHOLDER RETURNS
Adjusted EPS1
Dividends
KEY RATIOS
Net Debt to Capital1
Ratio of Net Debt to Adjusted EBITDA2
Adjusted Return on Invested Capital1
2020
2019
$ 3,513.2
$ 3,789.9
658.9
18.8%
313.1
456.0
726.3
19.2%
353.8
409.5
$ 4.10
$ 4.60
1.13
1.12
35.9%
1.9
9.9%
43.8%
2.1
11.9%
REVENUE
Dollars in Billions
ADJUSTED EARNINGS
PER SHARE1
FREE CASH FLOW1
DIVIDENDS
PER SHARE
.
$
3
7
9
.
$
3
5
8
.
$
3
5
1
.
$
3
0
0
.
$
2
6
7
.
$
4
1
8
.
$
2
6
3$
2
1
3
.
.
$
4
6
0 $
4
1
0
.
$
4
5
6
0
.
$
4
0
9
5
.
.
$
1
1
1
.
$
1
1
2
.
$
1
1
3
.
$
1
0
7
.
$
1
0
4
$
2
6
6
.
4
$
2
1
9
9
.
$
1
3
2
1
.
2016 2017 2018 2019 2020
2016 2017 2018 2019 2020
2016 2017 2018 2019 2020
2016 2017 2018 2019 2020
10-YEAR TOTAL SHAREHOLDER RETURN 3 11.0%
(cid:20)(cid:3) (cid:3)(cid:54)(cid:72)(cid:72)(cid:3)(cid:68)(cid:83)(cid:83)(cid:72)(cid:81)(cid:71)(cid:76)(cid:91)(cid:3)(cid:82)(cid:81)(cid:3)(cid:79)(cid:68)(cid:86)(cid:87)(cid:3)(cid:83)(cid:68)(cid:74)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:85)(cid:72)(cid:70)(cid:82)(cid:81)(cid:70)(cid:76)(cid:79)(cid:76)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:80)(cid:82)(cid:86)(cid:87)(cid:3)(cid:71)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:79)(cid:92)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:85)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:74)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:79)(cid:79)(cid:92)(cid:3)(cid:68)(cid:70)(cid:70)(cid:72)(cid:83)(cid:87)(cid:72)(cid:71)(cid:3)(cid:68)(cid:70)(cid:70)(cid:82)(cid:88)(cid:81)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:83)(cid:85)(cid:76)(cid:81)(cid:70)(cid:76)(cid:83)(cid:68)(cid:79)(cid:3)(cid:11)(cid:42)(cid:36)(cid:36)(cid:51)(cid:12)(cid:3)(cid:403)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:17)(cid:3)(cid:53)(cid:72)(cid:87)(cid:88)(cid:85)(cid:81)(cid:3)(cid:82)(cid:81)(cid:3)(cid:44)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)
(cid:38)(cid:68)(cid:83)(cid:76)(cid:87)(cid:68)(cid:79)(cid:3)(cid:76)(cid:86)(cid:3)(cid:71)(cid:72)(cid:403)(cid:81)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:83)(cid:85)(cid:82)(cid:403)(cid:87)(cid:3)(cid:68)(cid:73)(cid:87)(cid:72)(cid:85)(cid:3)(cid:87)(cid:68)(cid:91)(cid:72)(cid:86)(cid:3)(cid:71)(cid:76)(cid:89)(cid:76)(cid:71)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)(cid:68)(cid:89)(cid:72)(cid:85)(cid:68)(cid:74)(cid:72)(cid:3)(cid:76)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:70)(cid:68)(cid:83)(cid:76)(cid:87)(cid:68)(cid:79)(cid:17)(cid:3)(cid:41)(cid:85)(cid:72)(cid:72)(cid:3)(cid:38)(cid:68)(cid:86)(cid:75)(cid:3)(cid:41)(cid:79)(cid:82)(cid:90)(cid:3)(cid:76)(cid:86)(cid:3)(cid:71)(cid:72)(cid:403)(cid:81)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:70)(cid:87)(cid:76)(cid:89)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3)(cid:80)(cid:76)(cid:81)(cid:88)(cid:86)(cid:3)
capital expenditures.
(cid:21)(cid:3) (cid:3)(cid:55)(cid:75)(cid:72)(cid:3)(cid:53)(cid:68)(cid:87)(cid:76)(cid:82)(cid:3)(cid:82)(cid:73)(cid:3)(cid:49)(cid:72)(cid:87)(cid:3)(cid:39)(cid:72)(cid:69)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:36)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:40)(cid:37)(cid:44)(cid:55)(cid:39)(cid:36)(cid:3)(cid:76)(cid:86)(cid:3)(cid:71)(cid:72)(cid:403)(cid:81)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:71)(cid:72)(cid:69)(cid:87)(cid:3)(cid:68)(cid:87)(cid:3)(cid:39)(cid:72)(cid:70)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3)(cid:22)(cid:20)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:83)(cid:83)(cid:79)(cid:76)(cid:70)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:3)(cid:71)(cid:76)(cid:89)(cid:76)(cid:71)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:40)(cid:37)(cid:44)(cid:55)(cid:39)(cid:36)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:87)(cid:90)(cid:72)(cid:79)(cid:89)(cid:72)(cid:3)(cid:80)(cid:82)(cid:81)(cid:87)(cid:75)(cid:86)(cid:3)(cid:72)(cid:81)(cid:71)(cid:72)(cid:71)(cid:3)(cid:39)(cid:72)(cid:70)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3)(cid:22)(cid:20)(cid:3)(cid:82)(cid:73)(cid:3)
(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:83)(cid:83)(cid:79)(cid:76)(cid:70)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:17)(cid:3)(cid:54)(cid:72)(cid:72)(cid:3)(cid:68)(cid:83)(cid:83)(cid:72)(cid:81)(cid:71)(cid:76)(cid:91)(cid:3)(cid:82)(cid:81)(cid:3)(cid:79)(cid:68)(cid:86)(cid:87)(cid:3)(cid:83)(cid:68)(cid:74)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:85)(cid:72)(cid:70)(cid:82)(cid:81)(cid:70)(cid:76)(cid:79)(cid:76)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:71)(cid:72)(cid:69)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:40)(cid:37)(cid:44)(cid:55)(cid:39)(cid:36)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:80)(cid:82)(cid:86)(cid:87)(cid:3)(cid:71)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:79)(cid:92)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:85)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:403)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:17)
3 Total shareholder return for the company was calculated on an annualized basis and assumes quarterly reinvestment of dividends. 10-year total shareholder return takes into
account the value of TimkenSteel Corporation common shares distributed in the spinoff on June 30, 2014. See Item 5 in the Form 10-K for more details on total shareholder return.
Certain statements set forth in this Annual Report to Shareholders that are not historical in nature (including the company’s forecasts, beliefs, expectations, and targets) are
“forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this report. See the discussion of forward-looking statements in Management’s Discussion and Analysis of Financial Condition
and Results of Operations in the company’s Annual Report on Form 10-K.
4 The 2020 compensation peer group consists of 18 U.S. industrial companies. See page 41 of The Timken Company Notice of 2021 Annual Meeting of Shareholders and
Proxy Statement for more information on the 2020 compensation peer group.
To Our Valued Investors,
Customers, Partners and
Employees:
In 2020, the global COVID-19
pandemic tested The Timken
and amortization (EBITDA) margins1
(cid:82)(cid:73)(cid:3)(cid:20)(cid:27)(cid:17)(cid:27)(cid:8)(cid:15)(cid:3)(cid:85)(cid:82)(cid:88)(cid:74)(cid:75)(cid:79)(cid:92)(cid:3)(cid:372)(cid:68)(cid:87)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:21)(cid:19)(cid:20)(cid:28)(cid:15)(cid:3)
Company’s resilience and strategy
despite a 7.3% decline in revenue
in extraordinary and unprecedented
largely caused by the pandemic.
ways. Despite the magnitude of the
challenges we faced globally, we
We achieved adjusted earnings per
share1 of $4.10, our third consecutive
responded decisively and delivered
year of more than $4 per share. We
for our customers and shareholders,
(cid:85)(cid:72)(cid:372)(cid:72)(cid:70)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:55)(cid:76)(cid:80)(cid:78)(cid:72)(cid:81)(cid:333)(cid:86)(cid:3)(cid:83)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:86)(cid:3)(cid:68)(cid:3)(cid:75)(cid:76)(cid:74)(cid:75)(cid:16)
performing global industrial leader.
allocated $122 million to capital
expenditures, focusing on growth and
continuous improvement initiatives.
(cid:58)(cid:72)(cid:3)(cid:74)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:86)(cid:76)(cid:74)(cid:81)(cid:76)(cid:403)(cid:70)(cid:68)(cid:81)(cid:87)(cid:3)(cid:73)(cid:85)(cid:72)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)
Throughout the year, our objective
was clear — serve our global
(cid:372)(cid:82)(cid:90)1 — $456 million — enabling us
to reduce net debt 2 by over
customers to keep essential industries
$275 million and return $136 million
moving. Our internal priorities were
of cash to shareholders through
equally clear — protect our global
share repurchases and dividends.
team of employees and other
(cid:86)(cid:87)(cid:68)(cid:78)(cid:72)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:86)(cid:3)(cid:403)(cid:85)(cid:86)(cid:87)(cid:15)(cid:3)(cid:87)(cid:75)(cid:72)(cid:81)(cid:3)(cid:72)(cid:73)(cid:73)(cid:72)(cid:70)(cid:87)(cid:76)(cid:89)(cid:72)(cid:79)(cid:92)
Notably, we repurchased 1.1 million
shares of the company’s stock, over
manage through the challenging
(cid:72)(cid:81)(cid:89)(cid:76)(cid:85)(cid:82)(cid:81)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:71)(cid:72)(cid:79)(cid:76)(cid:89)(cid:72)(cid:85)(cid:3)(cid:86)(cid:82)(cid:79)(cid:76)(cid:71)(cid:3)(cid:403)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)
1% of outstanding shares, and paid
dividends totaling $1.13 per share,
performance and continue to
representing our seventh consecutive
advance the company’s strategy.
year of annual dividend increases.
As our results show, we took decisive
actions and executed well to position
And we delivered total shareholder
return3 of 40%.
Timken strongly for future growth.
Our top line was resilient due to the
strength and diversity of our portfolio,
We delivered adjusted earnings
and we demonstrated our ability to
before interest, taxes, depreciation
deliver appreciably higher operating
Richard G. Kyle
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)
2020 Annual Report
1
Key 2020
Financial Metrics
18.8%
Adjusted EBITDA margins1
$122 million
Allocated to capital expenditures
$456 million
(cid:41)(cid:85)(cid:72)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:372)(cid:82)(cid:90)1
$275 million +
Reduced net debt2
$4.10
Adjusted earnings per share1
(3rd consecutive year of
more than $4 per share)
$136 million
Cash returned to shareholders
1.1 million
Repurchased shares of the
company’s stock
$1.13
Paid dividends total per share
(7th consecutive year of annual
dividend increases)
40%
Total shareholder return3 delivered
These results would not have been possible
without the dedication of our employees
and their focused, disciplined execution
of our strategy. Their contributions and
adaptability helped us achieve our strong
(cid:403)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:71)(cid:72)(cid:79)(cid:76)(cid:89)(cid:72)(cid:85)(cid:3)(cid:89)(cid:68)(cid:79)(cid:88)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)
our shareholders.
(cid:80)(cid:68)(cid:85)(cid:74)(cid:76)(cid:81)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:372)(cid:82)(cid:90)(cid:3)(cid:87)(cid:75)(cid:68)(cid:81)(cid:3)(cid:76)(cid:81)(cid:3)(cid:83)(cid:85)(cid:76)(cid:82)(cid:85)
These results would not have been
years with similar revenue declines.
possible without the dedication of
We continued to win new business
our employees and their focused,
and achieved a record revenue year
disciplined execution of our strategy.
in the renewable energy market sector
(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:70)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:36)(cid:86)(cid:76)(cid:68)(cid:16)(cid:51)(cid:68)(cid:70)(cid:76)(cid:403)(cid:70)(cid:3)(cid:85)(cid:72)(cid:74)(cid:76)(cid:82)(cid:81)(cid:17)(cid:3)
Their contributions and adaptability
(cid:75)(cid:72)(cid:79)(cid:83)(cid:72)(cid:71)(cid:3)(cid:88)(cid:86)(cid:3)(cid:68)(cid:70)(cid:75)(cid:76)(cid:72)(cid:89)(cid:72)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:86)(cid:87)(cid:85)(cid:82)(cid:81)(cid:74)(cid:3)(cid:403)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)
(cid:50)(cid:88)(cid:85)(cid:3)(cid:85)(cid:72)(cid:86)(cid:88)(cid:79)(cid:87)(cid:86)(cid:3)(cid:68)(cid:79)(cid:86)(cid:82)(cid:3)(cid:85)(cid:72)(cid:372)(cid:72)(cid:70)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)
accelerated expansion of our
structural cost-reduction initiatives,
our rapid adaptation to changing
performance and deliver value for
our shareholders.
demand levels, and our disciplined
Positioned for Future Growth
and balanced capital allocation.
We have positioned The Timken
We advanced our long-term strategic
Company to better perform through
goals to expand our engineered
cycles and take advantage of
bearings and power transmission
attractive growth opportunities.
portfolio and diverse end-market
The challenges facing customers
mix. We built on our core bearing
and communities in the wake of
business through the acquisition
the pandemic are real. But our
of the assets of Aurora Bearing
expanding, market-leading product
Company, and we continued our
progress integrating the Diamond
portfolio and our ongoing focus
(cid:82)(cid:81)(cid:3)(cid:76)(cid:81)(cid:81)(cid:82)(cid:89)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:80)(cid:82)(cid:85)(cid:72)(cid:3)(cid:72)(cid:73)(cid:403)(cid:70)(cid:76)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)
Chain and BEKA Lubrication Systems
sustainable solutions have prepared
acquisitions completed in 2019. Our
us well to serve the industries that
efforts to advance our product vitality,
keep our world in motion.
manufacturing footprint, operational
excellence and digital initiatives will
Leading the way is our investment
also enable us to serve the changing
in renewable energy. In 2020,
needs of our global customers more
renewable energy revenue increased
completely in 2021 and beyond.
more than 50% and became Timken’s
2
The Timken Company
Recent Recognition
We are honored by the recognition of our role
as a corporate citizen and global employer:
America’s Most Responsible Companies
Newsweek
America’s Best Employers of 2021
Forbes
World’s Most Ethical Companies®
The Ethisphere® Institute
single largest individual end-market
leadership position in core markets
sector, representing 12% of our total
like freight rail, off-highway equipment
sales. Strong underlying market
and commercial vehicles.
momentum, share gains and our
competitive advantage in application
Looking to 2021 and beyond, we
engineering and R&D are driving
will continue to invest in renewable
the increase in sales. Today, we are a
energy and these other attractive
leading technical partner for major
market sectors to accelerate our
solar power systems and wind turbine
growth prospects and better serve
manufacturers worldwide, meeting
the evolving needs of our diverse
A Tested and
Proven Strategy
(cid:42)(cid:82)(cid:76)(cid:81)(cid:74)(cid:3)(cid:73)(cid:82)(cid:85)(cid:90)(cid:68)(cid:85)(cid:71)(cid:15)(cid:3)(cid:90)(cid:72)(cid:3)(cid:90)(cid:76)(cid:79)(cid:79)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:76)(cid:81)(cid:88)(cid:72)(cid:3)
(cid:87)(cid:82)(cid:3)(cid:83)(cid:88)(cid:85)(cid:86)(cid:88)(cid:72)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:72)(cid:81)(cid:3)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:74)(cid:92)(cid:15)(cid:3)
focusing on three key tenets:
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challenges and generate above-
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2. Operating with excellence
Drive productivity and
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customer service
their evolving requirements for
optimized reliability and performance.
customer base. In addition, we expect
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3. Deploying capital to deliver
shareholder value
To support our long-term growth,
our shareholders through dividends
we have launched $75 million in
and our capital allocation framework,
capital investments through early
while continuing to execute on
2022 to expand our global wind and
value-accretive, strategic acquisitions.
solar manufacturing capacity.
Along with the products we provide,
While renewables are playing a
we also play an important role as a
leading role in our growth story, we
continue to explore and invest in
leading corporate citizen. As 2020 has
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other attractive markets that present
and resilient world for all stakeholders
equally compelling value-creation
is vitally important to global stability
opportunities for the company. Our
and sustained growth.
active pipeline in marine, aerospace,
robotics and automation, food and
To increase our impact, we have
beverage, logistics and packaging,
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extended and strengthened our
corporate social responsibility (CSR)
industry shifts and dynamics we
initiatives. Our vision for impact
Advance our capital allocation
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and capital investments in the
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share repurchases. Strategically
diversify our product portfolio
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and deepen customer and
geographic reach through M&A.
Timken’s Total Shareholder Return
outpaced the median of our
2020 compensation peer group4
over the 1-year, 3-year, 5-year and
will capitalize on to drive long-term
is driven by our core expertise:
10-year periods.
growth. We will also maintain our
engineering and systems thinking.
2020 Annual Report
3
In 2020, renewable energy revenue increased more than 50%
and became Timken’s single largest individual end-market sector,
representing 12% of our total sales. Strong underlying market
momentum, share gains and our competitive advantage in
application engineering and R&D are driving the increase in sales.
Going forward, we will advance
and Forbes named Timken one of
to our success. Addressing future
and measure all our CSR efforts
“America’s Best Employers of 2021.”
challenges and opportunities requires
according to three primary areas of
Still, we have much more work ahead
diverse perspectives and innovative
emphasis — knowledge, sustainability
of us as we take on the challenges
thinking. Our 17,000 employees in
and leadership.
that improve the lives of our
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42 countries around the world are
our most valuable resource. Their
We are proud of our advancements
so far and appreciate our recent
recognitions. Newsweek named
Timken one of “America’s Most
Responsible Companies,” The
Ethisphere® Institute designated
us on its “World’s Most Ethical
engineering know-how positions us
to capitalize on emerging trends and
in turn, we invest in growing their
A New Decade of Possibilities
expertise through an expanding number
of career-advancement programs.
As we enter this next era in our
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We also must continue to strengthen
Companies®” list for the 11th time,
and shareholder value will be key
our market-leading product portfolio
Harvard Business Publishing Partnership
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Investigating strategies for
a culture of inclusion produce better
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Press to provide diversity and inclusion
training focused on:
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diverse hiring.
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diversity-related conflict.
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example. We expect them to cultivate
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a competitive advantage.
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the necessary tools to facilitate inclusive
behaviors across their teams.
4
The Timken Company
through innovative engineering
solutions, complemented with
strategic acquisitions while staying
attuned to the evolving needs of both
the market and our global customers.
Doing this will ensure that we
continue to improve our performance
through industrial cycles.
Finally, it is a testament to the
resilience of the Timken community
and the relevance of our work that
we enter this new decade with
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targets, despite the impact from
the COVID-19 pandemic. The
company performed strongly in
extraordinary times and our strategy,
now tested by a historic global crisis,
proved equal to the challenge.
Today, Timken is more diverse and
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perform through cycles. We are
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invest in our business and to drive
higher shareholder returns.
While uncertainty remains with
the pandemic, we are planning
for a sustained industrial expansion
in the coming year. Timken is
well-positioned to capitalize on the
Renewable Energy Market Sector: Outlook
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(cid:39)(cid:72)(cid:80)(cid:68)(cid:81)(cid:71)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:85)(cid:72)(cid:81)(cid:72)(cid:90)(cid:68)(cid:69)(cid:79)(cid:72)(cid:86)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:76)(cid:81)(cid:88)(cid:72)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:69)(cid:72)(cid:3)(cid:86)(cid:87)(cid:85)(cid:82)(cid:81)(cid:74)(cid:15)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:68)(cid:81)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3)
CAGR of ~8% over the next decade*
(cid:40)(cid:79)(cid:72)(cid:70)(cid:87)(cid:85)(cid:76)(cid:70)(cid:76)(cid:87)(cid:92)(cid:3)(cid:74)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:85)(cid:72)(cid:81)(cid:72)(cid:90)(cid:68)(cid:69)(cid:79)(cid:72)(cid:86)(cid:3)(cid:76)(cid:86)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)
more than double by 2030*
(cid:54)(cid:82)(cid:79)(cid:68)(cid:85)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:90)(cid:76)(cid:81)(cid:71)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:76)(cid:81)(cid:70)(cid:85)(cid:72)(cid:68)(cid:86)(cid:76)(cid:81)(cid:74)(cid:79)(cid:92)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:87)(cid:76)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:70)(cid:82)(cid:81)(cid:89)(cid:72)(cid:81)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3)
sources of electricity
(cid:53)(cid:72)(cid:81)(cid:72)(cid:90)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:72)(cid:81)(cid:72)(cid:85)(cid:74)(cid:92)(cid:3)(cid:75)(cid:68)(cid:86)(cid:3)(cid:75)(cid:76)(cid:74)(cid:75)(cid:72)(cid:85)(cid:3)(cid:69)(cid:72)(cid:68)(cid:85)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:83)(cid:82)(cid:90)(cid:72)(cid:85)(cid:3)(cid:87)(cid:85)(cid:68)(cid:81)(cid:86)(cid:80)(cid:76)(cid:86)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3)
content per MW than fossil energy
Global Energy Consumption by Fuel Type*
100
80
60
40
20
0
1970
1980
1990
2000
2010
2018
2025E 2030E 2040E 2050E
(cid:53)(cid:72)(cid:81)(cid:72)(cid:90)(cid:68)(cid:69)(cid:79)(cid:72)(cid:86)(cid:3)
(cid:43)(cid:92)(cid:71)(cid:85)(cid:82)
Nuclear
Coal
Gas
Oil
Source: BP Energy Outlook 2020 Edition * 2018 — 2030E CAGR; based on BP’s “business-as-usual scenario”
2020 Annual Report
5
The company performed strongly in extraordinary times and
our strategy, now tested by a historic global crisis, proved equal
to the challenge. As we move into a new decade in our company
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to our success.
strengthening markets and we are
create new value together. In 2021,
Sincerely,
planning to deliver record levels
we are well-positioned to deliver
of revenue and earnings, while
record results while building the
continuing to invest in the business
future of the company.
for success beyond 2021.
Thank you to all our stakeholders —
Richard G. Kyle
Forward motion is inherent in our
employees, investors, management
business and our culture, and we
team, members of the board and
have demonstrated our ability to
all the communities we call home —
grow Timken’s earnings power
and cash generation over the
(cid:83)(cid:68)(cid:86)(cid:87)(cid:3)(cid:403)(cid:89)(cid:72)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:86)(cid:17)(cid:3)(cid:37)(cid:72)(cid:70)(cid:68)(cid:88)(cid:86)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:86)(cid:72)
for sharing in a truly historic year
(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:88)(cid:86)(cid:17)(cid:3)(cid:60)(cid:82)(cid:88)(cid:85)(cid:3)(cid:70)(cid:82)(cid:81)(cid:403)(cid:71)(cid:72)(cid:81)(cid:70)(cid:72)(cid:15)(cid:3)(cid:86)(cid:88)(cid:83)(cid:83)(cid:82)(cid:85)(cid:87)
and resilience inspire us as we enter
accomplishments, we are ready to
a new decade of possibilities.
President and
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LeBron James Family Foundation Partnership
Promoting the next generation of
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(cid:48)(cid:68)(cid:78)(cid:72)(cid:85)(cid:86)(cid:83)(cid:68)(cid:70)(cid:72)(cid:3)(cid:331)(cid:3)(cid:68)(cid:3)(cid:85)(cid:72)(cid:68)(cid:79)(cid:16)(cid:90)(cid:82)(cid:85)(cid:79)(cid:71)(cid:3)(cid:79)(cid:72)(cid:68)(cid:85)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)
(cid:79)(cid:68)(cid:69)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:79)(cid:76)(cid:69)(cid:85)(cid:68)(cid:85)(cid:92)(cid:3)(cid:331)(cid:3)(cid:90)(cid:72)(cid:3)(cid:90)(cid:76)(cid:79)(cid:79)(cid:3)(cid:75)(cid:72)(cid:79)(cid:83)(cid:3)(cid:86)(cid:87)(cid:88)(cid:71)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)
outside the company — is core to our
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role as a global corporate citizen.
The Timken Charitable and Education
(cid:41)(cid:88)(cid:81)(cid:71)(cid:3)(cid:76)(cid:86)(cid:3)(cid:70)(cid:82)(cid:79)(cid:79)(cid:68)(cid:69)(cid:82)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)
LeBron James Family Foundation
(cid:87)(cid:82)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:3)(cid:86)(cid:70)(cid:76)(cid:72)(cid:81)(cid:70)(cid:72)(cid:15)(cid:3)(cid:87)(cid:72)(cid:70)(cid:75)(cid:81)(cid:82)(cid:79)(cid:82)(cid:74)(cid:92)(cid:15)(cid:3)
engineering and mathematics (STEM)
programming to students at the
(cid:44)(cid:3)(cid:51)(cid:53)(cid:50)(cid:48)(cid:44)(cid:54)(cid:40)(cid:3)(cid:54)(cid:70)(cid:75)(cid:82)(cid:82)(cid:79)(cid:3)(cid:76)(cid:81)(cid:3)(cid:36)(cid:78)(cid:85)(cid:82)(cid:81)(cid:15)(cid:3)(cid:50)(cid:75)(cid:76)(cid:82)(cid:17)(cid:3)
scientific thinking. Leveraging our
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inspire students in science and
math through special presentations
programmed into the Makerspace.
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many possibilities of extending
this type of STEM-focused initiative
to communities across the U.S.
Through a sponsorship of the school’s
and globally.
6
The Timken Company
From the Chairman
Since our founding in 1899, The
corporate citizen is greater than ever.
Timken Company has navigated many
world-changing events and every
The challenges that customers and
(cid:70)(cid:82)(cid:80)(cid:80)(cid:88)(cid:81)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3)(cid:73)(cid:68)(cid:70)(cid:72)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:86)(cid:76)(cid:74)(cid:81)(cid:76)(cid:403)(cid:70)(cid:68)(cid:81)(cid:87)(cid:17)(cid:3)(cid:55)(cid:75)(cid:72)(cid:3)
time it has emerged stronger. 2020 is
company responded by reinforcing
no exception. The global pandemic
impacted everything — our people,
its commitment to building a more
(cid:85)(cid:72)(cid:86)(cid:76)(cid:79)(cid:76)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:73)(cid:403)(cid:70)(cid:76)(cid:72)(cid:81)(cid:87)(cid:3)(cid:90)(cid:82)(cid:85)(cid:79)(cid:71)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)
business operations, customers and
strengthened its corporate social
communities — and, it tested the
responsibility (CSR) vision.
company’s resilience and strategy in
unprecedented ways.
We learned many great lessons in
John M. Timken, Jr.
(cid:38)(cid:75)(cid:68)(cid:76)(cid:85)(cid:80)(cid:68)(cid:81)(cid:15)(cid:3)(cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3)(cid:82)(cid:73)(cid:3)(cid:39)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:86)(cid:3)
2020: the resilience and dedication
The Timken Company
Throughout our history, Timken
of Timken’s global employees and
employees have collaborated and
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leadership team are unmatched, the
company’s strategy proved successful
solutions that move customers
under unparalleled circumstances,
and the world forward. During
and our contributions to a rapidly
the pandemic, Timken’s collective
changing world are more relevant
knowledge and growing portfolio
than ever.
of engineered bearings and power
we are well-positioned to enter
a new decade of possibilities
and create sustainable value for
all Timken stakeholders.
transmission products kept essential
Thank you to our customers and
Sincerely,
industry in motion — from food
production to transportation.
shareholders for your continued
(cid:70)(cid:82)(cid:81)(cid:403)(cid:71)(cid:72)(cid:81)(cid:70)(cid:72)(cid:3)(cid:76)(cid:81)(cid:3)(cid:55)(cid:75)(cid:72)(cid:3)(cid:55)(cid:76)(cid:80)(cid:78)(cid:72)(cid:81)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:333)(cid:86)(cid:3)
performance. And thank you to
Today, Timken’s role as a global
our employees for your ongoing
John M. Timken, Jr.
industrial leader and responsible
dedication and support. Together,
Chairman, Board of Directors
Board of Directors
Richard G. Kyle
President and
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)(cid:3)
The Timken Company
(cid:48)(cid:68)(cid:85)(cid:76)(cid:68)(cid:3)(cid:36)(cid:17)(cid:3)(cid:38)(cid:85)(cid:82)(cid:90)(cid:72)
Retired President of
Manufacturing Operations
Eli Lilly and Company
(cid:40)(cid:79)(cid:76)(cid:93)(cid:68)(cid:69)(cid:72)(cid:87)(cid:75)(cid:3)(cid:36)(cid:17)(cid:3)(cid:43)(cid:68)(cid:85)(cid:85)(cid:72)(cid:79)(cid:79)
Retired Major General
USAF
Sarah C. Lauber
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)(cid:3)
and Secretary
Douglas Dynamics, Inc.
(cid:45)(cid:82)(cid:75)(cid:81)(cid:3)(cid:36)(cid:17)(cid:3)(cid:47)(cid:88)(cid:78)(cid:72)(cid:15)(cid:3)(cid:45)(cid:85)(cid:17)
Chairman
Retired President and CEO
MeadWestvaco
WestRock,
Christopher L. Mapes
Chairman, President and
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)(cid:3)
Lincoln Electric Holdings, Inc.
James F. Palmer
Retired
Corporate Vice President
(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)(cid:3)
Northrop Grumman
Corporation
2020 Annual Report
Ajita G. Rajendra
Retired Executive Chairman,
President and CEO
A.O. Smith Corporation
Frank C. Sullivan
Chairman and
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)(cid:3)
RPM International Inc.
(cid:58)(cid:68)(cid:85)(cid:71)(cid:3)(cid:45)(cid:17)(cid:3)(cid:55)(cid:76)(cid:80)(cid:78)(cid:72)(cid:81)(cid:15)(cid:3)(cid:45)(cid:85)(cid:17)
Co-founder,
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McKinley Strategies, LLC
(cid:45)(cid:68)(cid:70)(cid:84)(cid:88)(cid:72)(cid:79)(cid:76)(cid:81)(cid:72)(cid:3)(cid:41)(cid:17)(cid:3)(cid:58)(cid:82)(cid:82)(cid:71)(cid:86)
Retired President
AT&T Ohio
7
It is a testament to the resilience of the Timken community and
the relevance of our work that we enter this new decade with
(cid:85)(cid:72)(cid:81)(cid:72)(cid:90)(cid:72)(cid:71)(cid:3)(cid:70)(cid:82)(cid:81)(cid:403)(cid:71)(cid:72)(cid:81)(cid:70)(cid:72)(cid:3)(cid:76)(cid:81)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:68)(cid:69)(cid:76)(cid:79)(cid:76)(cid:87)(cid:92)(cid:3)(cid:87)(cid:82)(cid:3)(cid:80)(cid:72)(cid:72)(cid:87)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:79)(cid:82)(cid:81)(cid:74)(cid:16)(cid:87)(cid:72)(cid:85)(cid:80)(cid:3)(cid:403)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)
targets, despite the impact from the COVID-19 pandemic.
Executive Leadership Team
Richard G. Kyle
President and
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)(cid:3)
Christopher A. Coughlin
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)
Group President
Philip D. Fracassa
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)(cid:3)(cid:3)
Ronald J. Myers
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)
(cid:43)(cid:88)(cid:80)(cid:68)(cid:81)(cid:3)(cid:53)(cid:72)(cid:86)(cid:82)(cid:88)(cid:85)(cid:70)(cid:72)(cid:86)
Hans Landin
Group Vice President
Hansal N. Patel
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:42)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:79)(cid:3)(cid:38)(cid:82)(cid:88)(cid:81)(cid:86)(cid:72)(cid:79)(cid:3)
and Secretary
Andreas Roellgen
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:40)(cid:88)(cid:85)(cid:82)(cid:83)(cid:72)(cid:15)(cid:3)(cid:36)(cid:86)(cid:76)(cid:68)(cid:3)
and Africa
Richard M. Boyer
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)
Michael J. Connors
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:42)(cid:79)(cid:82)(cid:69)(cid:68)(cid:79)(cid:3)(cid:48)(cid:68)(cid:85)(cid:78)(cid:72)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)
Ajay K. Das
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:54)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:74)(cid:92)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)
Business Development
Michael A. Discenza
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:42)(cid:85)(cid:82)(cid:88)(cid:83)(cid:3)(cid:38)(cid:82)(cid:81)(cid:87)(cid:85)(cid:82)(cid:79)(cid:79)(cid:72)(cid:85)
Sanjay Koul
(cid:48)(cid:68)(cid:81)(cid:68)(cid:74)(cid:76)(cid:81)(cid:74)(cid:3)(cid:39)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:15)(cid:3)(cid:44)(cid:81)(cid:71)(cid:76)(cid:68)(cid:3)
Natasha Pollock
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:43)(cid:88)(cid:80)(cid:68)(cid:81)(cid:3)(cid:53)(cid:72)(cid:86)(cid:82)(cid:88)(cid:85)(cid:70)(cid:72)(cid:86)
Carl D. Rapp
Group Vice President
Douglas H. Smith
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:55)(cid:72)(cid:70)(cid:75)(cid:81)(cid:82)(cid:79)(cid:82)(cid:74)(cid:92)
Lan Yu
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:38)(cid:75)(cid:76)(cid:81)(cid:68)
8
The Timken Company
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from______to_______
Commission file number: 1-1169
THE TIMKEN COMPANY
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction of
incorporation or organization)
4500 Mount Pleasant Street NW
Ohio
North Canton
(Address of principal executive offices)
34-0577130
(I.R.S. Employer
Identification No.)
44720-5450
(Zip Code)
234.262.3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Shares, without par value
Trading Symbol
TKR
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 762(b)) by the registered public
accounting firm that prepared or issued its audit report
☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of June 30, 2020, the aggregate market value of the registrant’s common shares held by non-affiliates of the registrant was
$2,974,671,799 based on the closing sale price as reported on the New York Stock Exchange.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Common Shares, without par value
Outstanding at January 31, 2021
75,710,735 shares
DOCUMENTS INCORPORATED BY REFERENCE
Document
Proxy Statement for the Annual Meeting of Shareholders to be held on
or about May 7, 2021 (Proxy Statement)
Parts Into Which Incorporated
Part III
THE TIMKEN COMPANY
INDEX TO FORM 10-K REPORT
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Information about our Executive Officers
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
PAGE
1
9
17
18
18
18
18
20
22
23
49
50
99
99
101
101
101
101
101
101
102
107
I.
II.
III.
IV.
PART I.
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 4A.
PART II.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV.
Item 15.
Item 16.
PART I.
Item 1. Business
General:
As used herein, the term “Timken” or the “Company” refers to The Timken Company and its subsidiaries unless the
context otherwise requires. Timken designs and manages a growing portfolio of engineered bearings and power
transmission products and related services. The Company’s growing portfolio features many strong brands,
including Timken®, Philadelphia Gear®, Drives®, Cone Drive®, Rollon®, Lovejoy®, Diamond®, BEKA® and
Groeneveld®.
The Company was founded in 1899 by Henry Timken, who received two patents on the design of a tapered roller
bearing. Timken later became, and continues to be, the world's largest manufacturer of tapered roller bearings,
its
leveraging its expertise to develop a full portfolio of
reputation as a global leader by applying its knowledge of metallurgy, friction management and power transmission
to increase the reliability and efficiency of its customers' equipment across a diverse range of industries. Today, the
Company's global footprint consists of 127 manufacturing facilities/service centers, 21 technology and engineering
centers, and 68 distribution centers and warehouses, supported by a team comprised of more than 17,000
employees. Timken operates in 42 countries around the globe.
industry-leading products and services. Timken built
Major Customers:
The Company sells products and services to a diverse customer base globally, including customers in the following
market sectors: industrial distribution, automotive, aerospace, rail, renewable energy, agriculture/turf, on-highway
aftermarket, mining, construction, heavy truck, metals, fossil fuels and marine. No single customer accounts for 5%
or more of total net sales.
Products:
Timken manufactures and manages global supply chains for multiple product lines including engineered bearings
and power transmission products designed to operate in demanding environments. The Company leverages its
technical knowledge, research expertise, and production and engineering capabilities across all of its products and
end markets to deliver high-performance products and services to its customers. Differentiation within these product
lines is generally based on application engineering, product performance, product quality or customer service.
Engineered Bearings:
The Timken® bearing portfolio features a broad range of engineered bearing products, including tapered, spherical
and cylindrical roller bearings; spherical plain bearings and rod end bearings; thrust and specialty ball bearings; and
housed units. Timken is a leading authority on tapered roller bearings, and leverages its position by applying
engineering know-how and technology across its entire bearing portfolio.
A bearing is a mechanical device that reduces friction between moving parts. The purpose of a bearing is to carry a
load while allowing a machine shaft to rotate freely. The basic elements of the bearing generally include two rings,
called races; a set of rolling elements that rotate around the bearing raceway; and a cage to separate and guide the
rolling elements. Bearings come in a number of designs, featuring tapered, spherical, cylindrical or ball rolling
elements. The various bearing designs accommodate radial and/or thrust loads differently, making certain bearing
types better suited for specific applications.
1
Selection and development of bearings for customer applications and demand for high reliability require
sophisticated engineering and analytical techniques. High precision tolerances, proprietary internal geometries and
quality materials provide Timken bearings with high load-carrying capacity, excellent friction-reducing qualities and
long service lives. The uses for bearings are diverse and can be found in transportation applications that include
premium passenger cars and trucks, heavy trucks, helicopters, airplanes and trains. Ranging in size from precision
bearings the size of a pencil eraser to more than roughly three meters in diameter, Timken components are also
used in a wide variety of industrial applications, including: paper and steel mills, mining, oil and gas extraction and
production, agriculture, construction, machine tools, gear drives, health and positioning control, wind turbines and
food and beverage processing.
Tapered Roller Bearings. Timken tapered roller bearings can increase power density and can include customized
geometries, engineered surfaces and specialized sealing solutions. The Company’s tapered roller bearing line
comes in thousands of combinations in single-, double- and four-row configurations. Tapered roller designs permit
ready absorption of both radial and axial load combinations, which makes them particularly well-adapted to reducing
friction where shafts, gears or wheels are used.
Spherical and Cylindrical Roller Bearings. Timken also produces spherical and cylindrical roller bearings that are
used in gear drives, rolling mills and other industrial and infrastructure development applications. These products
are sold worldwide to original equipment manufacturers ("OEMs") and industrial distributors serving major end-
market sectors,
including construction and mining, natural resources, wind energy, defense, pulp and paper
production, rolling mills and general industrial goods.
including aerospace, agriculture, construction, health, machine tool,
Ball Bearings. Timken radial, angular and precision ball bearings are used by customers in a variety of market
sectors,
the automotive aftermarket and
general industries. Radial ball bearings are designed to tolerate relatively high-speed operation under a range of
load conditions. These bearing types consist of an inner and outer ring with a cage containing a complement of
precision balls. Angular contact ball bearings are designed for a combination of radial and axial loading. Precision
ball bearings are manufactured to tight tolerances and come in miniature and instrument, thin section and ball screw
support designs.
Housed Units. Timken markets among the broadest range of housed bearing units in the industry. These products
deliver durable, heavy-duty components designed to protect spherical, tapered and ball bearings in debris-filled,
contaminated or high-moisture environments. Common housed unit applications include material handling and
processing equipment.
Plain Bearings. Timken produces a range of plain bearings including rod-ends, spherical plain bearings and journal
bearings. These friction-type bearings are used to support misalignment and oscillating movements in a variety of
applications and end-markets including aircraft controls, packaging equipment, off-highway equipment, heavy truck,
performance auto racing, robotics and many more.
Power Transmission Products:
Linear Motion Products. The Company designs and manufactures a global portfolio of Rollon® engineered linear
motion products, including linear guides, telescopic rails and linear actuators. These engineered products are highly
customized to control movements with different variability and complexity based on the application. Rollon products
serve a wide range of
including passenger rail, aerospace, packaging and logistics, medical and
automation.
industries,
2
Gear Drives. The Company’s Philadelphia Gear® line of low- and high-speed gear drive designs are used in large-
scale industrial applications such as crushing and pulverizing equipment, conveyors and pumps, power generation
and military marine. These gear drive designs are custom made to meet user specifications, offering a wide-array of
size, footprint and gear arrangements. Timken also offers Cone Drive® high-torque worm gears, harmonic solutions
and precision slew drives. Cone Drive products can be found in a variety of industrial end-market sectors, including
solar, oil and gas, aerial platforms, automation and food and beverage.
Lubrication Systems. The Company's Groeneveld® and BEKA® lubrication systems include a wide variety of
automatic lubrication delivery devices, oil management systems and safety support systems designed to enhance
vehicle and machine uptime in on- and off-highway applications. These systems complement the Company's
Interlube® line of lubrication systems, which are used by the commercial vehicle, mining, and heavy and general
industries. Timken also offers 27 formulations of grease, leveraging its knowledge of tribology and anti-friction
bearings to enable smooth equipment operation.
Belts. The Company makes and markets a full line of Timken® and Carlisle® belts used in industrial, commercial
and consumer applications. The portfolio features more than 20,000 parts designed for demanding applications,
which are sold to original equipment and aftermarket customers. These belts are engineered for maximum
performance and durability, with products available in wrap molded, raw edge, v-ribbed and synchronous belt
designs. Common applications include agriculture, construction, industrial machinery, outdoor power equipment and
powersports.
Chain. Timken manufactures precision Diamond® and Drives® roller chain, pintle chain, agricultural conveyor
chain, engineering class chain and oil field roller chain. These highly engineered products are used in a wide range
of mobile and industrial machinery applications, including agriculture, oil and gas, aggregate and mining, primary
metals, forest products and other heavy industries. They are also used in the food and beverage and packaged
goods sectors, which often require high-end, specialty products, including stainless-steel and corrosion-resistant
roller chain.
Couplings. The Company offers a full range of industrial couplings within its power transmission products portfolio.
The Lovejoy brand is widely known for its flexible coupling design and as the creator of the jaw-style coupling.
Lovejoy® couplings are available in curved jaw, jaw in-shear, s-flex, gear-torsional and disc style configurations.
These components are used in a wide range of industries such as steel, pulp and paper, power generation, food
processing, mining and construction. The Company also offers an extensive line of torsional couplings offered under
the Torsion Control Products brand.
Aerospace Drive Systems. The Company's portfolio of parts, systems and services for the aerospace market
sector includes products used in helicopters for military and commercial use. Timken designs, manufactures and
tests a wide variety of power transmission and drive train components, including transmissions, gears and rotor-
head assemblies and housings. In addition to original equipment, Timken provides aftermarket overhaul and repair
services for transmissions, gearboxes and other components.
Industrial Clutches and Brakes. Timken offers a selection of engineered clutches, brakes, hydraulic power take-off
units and other torque management devices marketed under the PT Tech® brand. These products are custom
engineered for OEMs and used in mining, aggregate, wood recycling and metals industries.
Other Products. The Company also offers a full line of seals, augers and other power transmission components.
Timken industrial sealing solutions come in a variety of types and material options that are used in manufacturing,
food processing, mining, power generation, chemical processing, primary metals, pulp and paper, and oil and gas
industry applications. The Company also designs and manufactures Drives® helicoid and sectional augers for
agricultural applications, like conveying, digging and combines.
3
Services:
Power Systems. Timken services components in the industrial customer's drive train, including switch gears,
electric motors and generators, gearboxes, bearings, couplings and central panels. The Company’s Philadelphia
Gear services for gear drive applications include onsite technical services;
inspection, repair and upgrade
capabilities; and manufacturing of parts to specifications. In addition, the Company’s Wazee, Smith Services,
Schulz, Standard Machine and H&N service centers provide customers with services that include motor and
generator rewind and repair and uptower wind turbine maintenance and repair. Timken Power Systems commonly
serves customers in the power, wind energy, hydro and fossil fuel, water management, paper, mining and general
manufacturing sectors.
Bearing Repair. Timken bearing repair services return worn bearings to like-new specifications, which increases
bearing service life and often can restore bearings in less time than required to manufacture new. Bearing
remanufacturing is available for any bearing type or brand - including competitor products - and is well-suited to
heavy industrial applications such as paper, metals, mining, power generation and cement; railroad locomotives,
passenger cars and freight cars; and aerospace engines and gearboxes.
Services accounted for approximately 4% of the Company’s net sales for the year ended December 31, 2020.
Sales and Distribution:
Timken products are sold principally by its internal sales organizations. A portion of each segment's sales are made
through authorized distributors.
Customer collaboration is central to the Company's sales strategy. Therefore, Timken goes where our customers
need us, with sales engineers primarily working in close proximity to customers rather than at production sites. The
Company's sales force continuously updates the team's training and knowledge regarding all friction management
trends, and Timken employees assist customers during development and
products and market sector
implementation phases and provide ongoing service and support.
The Company has a joint venture in North America focused on joint logistics and e-business services. This joint
venture, CoLinx, LLC, includes five equity members: Timken, SKF Group, Schaeffler Group, ABB Group and Gates
Industrial Corp. The e-business service focuses on information and business services for authorized distributors in
the Process Industries segment.
Timken has entered into individually negotiated contracts with some of its customers. These contracts may extend
for one or more years and, if a price is fixed for any period extending beyond current shipments, customarily include
a commitment by the customer to purchase a designated percentage of its requirements from Timken. Timken does
not believe that there is any significant loss of earnings risk associated with any given contract.
Competition:
The anti-friction bearing and power transmission businesses are highly competitive in every country where Timken
sells products. Timken primarily competes based on total value, including price, quality, timeliness of delivery,
product design and the ability to provide engineering support and service on a global basis. The Company
competes with domestic manufacturers and many foreign manufacturers of anti-friction bearings, including SKF
Group, Schaeffler Group, NTN Corporation, JTEKT Corporation and NSK Ltd., and with manufacturers of power
transmission products,
including Rexnord Corporation, Altra Industrial Motion Corporation and Regal Beloit
Corporation.
Joint Ventures:
Investments in affiliated companies accounted for under the equity method were $2.1 million and $2.5 million,
respectively, at December 31, 2020 and 2019. The investment balance at December 31, 2020 was reported in other
non-current assets on the Consolidated Balance Sheets.
4
Backlog:
The following table provides the backlog of orders for the Company's domestic and overseas operations at
December 31, 2020 and 2019:
(Dollars in millions)
Segment:
Mobile Industries
Process Industries
Total Company
December 31,
2020
2019
$
$
1,012.6 $
1,016.2
2,028.8 $
952.9
782.5
1,735.4
Approximately 83% of the Company’s backlog at December 31, 2020 is scheduled for delivery in the succeeding 12
months. Actual shipments depend upon customers' ever-changing production schedules. Accordingly, Timken does
not believe that its backlog data and comparisons thereof, as of different dates, reliably indicate future sales or
shipments.
Raw Materials:
The principal raw materials used by the Company to make engineered bearings are special bar quality ("SBQ")
steel and steel components. SBQ steel and steel components are produced around the world by various suppliers.
SBQ steel is purchased in bar, tube and wire forms, while steel components are commonly purchased as forgings,
semi-finished or finished components. The availability and price of SBQ steel are subject to changes in supply and
demand, commodity prices for ferrous scrap, ore, alloy, electricity, natural gas, transportation fuel, and labor costs.
The Company manages price variability of commodities by using surcharge mechanisms on some of its contracts
with its customers that provides for partial recovery of these cost increases in the price of bearing products.
The availability of bearing-quality tubing is relatively limited, and the Company has taken steps to limit its exposure
to this particular form of SBQ steel. Overall, the Company believes that the number of suppliers of SBQ steel is
adequate to support the needs of global bearing production, and, in general, the Company is not dependent on any
single source of supply.
Research:
Timken operates a network of technology and engineering centers to support its global customers with sites in North
America, Europe and Asia. This network develops and delivers innovative friction management and power
transmission solutions and technical services. Timken's largest technical center is located at the Company's world
headquarters in North Canton, Ohio. Other smaller sites in the United States ("U.S.") include Los Alamitos,
California; Manchester, Connecticut; Downer's Grove and Fulton,
Illinois; Rochester Hills and Traverse City,
Michigan; Springfield, Missouri; Keene and Lebanon, New Hampshire; and King of Prussia, Pennsylvania. Within
Europe, the Company has technology facilities in Plymouth, England; Colmar, France; Pegnitz and Werdohl,
Germany; Valmadrera, Italy; Gorinchem, Netherlands; and Ploiesti, Romania. In Asia, Timken operates technology
and engineering facilities in Bangalore, India and Shanghai, China.
Compliance with Governmental Regulations:
Environmental Matters
The Company continues its efforts to protect the environment and comply with environmental protection laws.
Additionally, it has invested in pollution control equipment and updated plant operational practices. The Company's
manufacturing plants are expected to have an effective environmental management system which follows the ISO
14001 principles and internal audits are performed against this standard. Where appropriate to meet or exceed
customer requirements, we are certified under the formal ISO 14001 certification process. As of the end of 2020, 21
of the Company’s plants had obtained ISO 14001 certification, including the majority of the Company's bearing
manufacturing plants.
5
The Company establishes appropriate levels of reserves to cover its environmental expenses and has a well-
established environmental compliance audit program for its domestic and international units. This program
measures performance against applicable laws, as well as against internal standards that have been established for
all units worldwide. It is difficult to assess the possible effect of compliance with future requirements that differ from
existing requirements.
The Company and certain of its U.S. subsidiaries previously have been and could in the future be identified as
potentially responsible parties for investigation and remediation at off-site disposal or recycling facilities under the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), known as the Superfund, or
state laws similar to CERCLA. In general, such claims for investigation and remediation also have been asserted
against numerous other entities.
Management believes any ultimate liability with respect to pending actions will not materially affect the Company’s
annual results of operations, cash flows or consolidated financial position. The Company also is conducting
environmental investigation and/or remediation activities at certain current or former operating sites. The costs of
such investigation and remediation activities, in the aggregate, are not expected to be material to the operations or
financial position of the Company.
New laws and regulations, stricter enforcement of existing laws and regulations,
the discovery of previously
unknown contamination or the imposition of new clean-up requirements may require Timken to incur costs or
become the basis for new or increased liabilities that could have a materially adverse effect on the Company's
business, financial condition or results of operations
Other Regulations
Because of its global operations, the Company is subject to a wide variety of domestic and foreign laws and
regulations, including securities laws, tax laws, employment and pension-related laws, competition laws, U.S. and
foreign export and trade laws, FCPA and similar worldwide anti-bribery laws, and laws governing improper business
practices. The Company has policies and procedures in place to promote compliance with these laws and
regulations and management believes any ultimate liability with respect to pending actions will not materially affect
the Company’s annual results of operations, cash flows or consolidated financial position.
the
Company may be subject to both new laws and regulations, and changes to existing laws and regulations which
may continue to evolve through interpretations by courts and regulators. Accordingly, it is difficult to assess the
possible effect of compliance with future requirements that differ from existing requirements. Such changes may
require the Company to incur costs and such changes could form the basis for new or increased liabilities that could
have a materially adverse effect on the Company’s business, financial condition or results of operations. Refer to
Item 1.A Risk Factors – Risks Related to Legal, Compliance and Regulatory Matters for further discussion.
In the future,
Patents, Trademarks and Licenses:
Timken owns numerous U.S. and foreign patents, trademarks and licenses relating to certain products. While
Timken regards these as important, it does not deem its business as a whole, or any industry segment, to be
materially dependent upon any one item or group of items.
Employment:
At December 31, 2020, Timken had more than 17,000 employees worldwide. Approximately 9% of Timken’s U.S.
employees are covered under collective bargaining agreements.
6
Human Capital:
The Company believes that its associates and their collective knowledge are its most valuable resource. As a result,
the Company is committed to providing a safe and healthy work environment, attracting, motivating and retaining
the best talent in the industry and providing opportunities for its associates to learn and advance their career with
the Company.
Associate Health and Safety
The Coronavirus ("COVID-19") pandemic presented unique challenges with respect to protecting associate health
and safety globally, and the Company is proud of how its associates responded. The health and safety of associates
will always remain a top priority for the Company and the commitment to safety starts at the top of the organization.
CEO, Richard Kyle, was the first-ever chair of the Company's Environmental Health and Safety Leadership Council,
which was created in 2009 and continues to drive accountability and responsibility for safety throughout the
organization.
The Company's commitment to the health and safety of its associates is evidenced by its strong safety results in
2019 and 2020 shown in the charts below:
Global Injury Rates as Calculated Based on OSHA Guidelines
Recordable Rate*
Lost Time Accident Rate*
2.5
2
1.5
1
0.5
0
0.5
0.4
0.3
0.2
0.1
0
2019
2020
2019
2020
*Rates calculated as (number of injuries and illnesses x 200,000) / employee hours worked. 2020 rates represent the Company's best estimate
as of February 16, 2021.
- - - represents the 2019 average (mean) for U.S. metal manufacturers (North American Industry Classification System ("NAICS") code 332) that
employ at least 1,000 employees, based on information provided by the U.S. Bureau of Labor Statistics at https://www.bls.gov/iif/.
The 2019 lost time accident rate of 0.19 represented record performance for the Company, while the 2020 rate of
0.31 remained strong. The Company aims to maintain a recordable rate within the top quartile of U.S. metal
manufacturers (NAICS code 332) based on information provided by the U.S. Bureau of Labor Statistics, and it met
that target in 2019. Industry data for 2020 was not available at the time of this report. In addition, the 2020
recordable rate of 0.91 represented record performance for the Company.
Attracting, Retaining, and Motivating Highly Qualified Associates
Successful execution of the Company's strategy continues to depend on attracting, retaining, and motivating highly
qualified talent. As such, the Company believes it is important to reward associates with competitive wages and
benefits to recognize professional excellence and career progression. The Company also believes it is important to
provide pay and benefits that is competitive and equitable based on the local markets in which it operates.
7
In addition, the Company also believes that having open, honest dialogue with its associates is key to evolving its
culture and keeping the Company strong. In line with that approach, the Company conducts comprehensive surveys
on a periodic basis to measure employee engagement. The Company also deploys regular pulse surveys to gain
insights from associates’ recent experiences and to better understand how effectively it is engaging, energizing and
enabling its workforce.
The Company also provides several professional development and training opportunities to advance our associates’
skills and expertise. Some of
job-specific training, and
educational reimbursement programs. To better inform its hiring and associate development efforts, the Company
has partnered with third-party vendors to provide required training for its managers focused on diversity and
inclusion.
these opportunities include online-learning platforms,
To further the Company's goal of inclusiveness, Timken associate resource groups (“ARGs”) around the world help
us understand and address the challenges faced by our diverse workforce and the opportunities diversity offers in
advancing our collective knowledge. Since 2009, our associates have driven the expansion of regional chapters
across three primary ARGs: Women’s International Network (WIN), Multicultural Association of Professionals (MAP),
and Young Professionals Network (YPN).
Available Information:
The Company uses its Investor Relations website at http://investors.timken.com, as a channel for routine distribution
of important information, including news releases, analyst presentations and financial information. The Company
posts filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities
and Exchange Commission (the "SEC"), including its annual, quarterly and current reports on Forms 10-K, 10-Q
and 8-K; its proxy statements; and any amendments to those reports or statements. All such postings and filings are
available on the Company’s website free of charge. In addition, this website allows investors and other interested
persons to sign up to automatically receive e-mail alerts when the Company posts news releases and financial
information on the Company’s website. The content on any website referred to in this Annual Report on Form 10-K
is not incorporated by reference into this Annual Report unless expressly noted.
8
Item 1A. Risk Factors
The following are certain risk factors that could affect our business, financial condition and results of operations. The
risks that are described below are not the only ones that we face. These risk factors should be considered in
connection with evaluating forward-looking statements contained in this Annual Report on Form 10-K because
these factors could cause our actual results and financial condition to differ materially from those projected in
forward-looking statements. Although the risks are organized by headings, and each risk is discussed separately,
many are interrelated. If any of the following risks actually occur, our business, financial condition or results of
operations could be negatively affected.
Risk Relating to our Business
The bearing industry is highly competitive, and this competition results in significant pricing pressure for
our bearings products that could affect our revenues and profitability.
The global bearing industry is highly competitive. We compete with domestic manufacturers and many foreign
manufacturers of anti-friction bearings,
including SKF Group, Schaeffler Group, NTN Corporation, JTEKT
Corporation and NSK Ltd., and an increasing number of emerging market competitors. Due to competitiveness
within the bearing industry, we may not be able to increase prices for our products to cover increases in our costs or
to achieve desired profitability. In many cases we face pressure from our customers to reduce prices, which could
adversely affect our revenues and profitability. In addition, our customers may choose to purchase products from
one of our competitors rather than pay the prices we seek for our products, which could adversely affect our
revenues and profitability.
Our business is capital intensive, and if there are downturns in the industries that we serve, we may be
forced to significantly curtail or suspend operations with respect to those industries, which could result in
our recording asset
impairment charges, restructuring charges or taking other measures that may
adversely affect our results of operations and profitability.
Our business operations are capital intensive, and we devote a significant amount of capital to certain industries.
Our profitability is dependent on factors such as labor compensation and productivity and inventory and supply
chain management, which are subject to risks that we may not be able to control. If there are downturns in the
industries that we serve, we may be forced to significantly curtail or suspend our operations with respect to those
industries, including laying-off employees, reducing production, recording asset impairment charges and other
measures, which may adversely affect our results of operations and profitability. We have taken approximately $59
million in impairment and restructuring charges in the aggregate during the last five years. Changes in business or
economic conditions, or our business strategy, may result in additional restructuring programs and may require us to
take additional charges in the future, which could have a material adverse effect on our earnings.
Changes in customer preferences and inventory reductions by customers or distributors could adversely
affect the Company's business.
The Company has previously experienced distributor inventory corrections reflecting de-stocking of the supply chain
associated with softer demand in certain markets. The Company's results in a period may be adversely impacted by
similar customer inventory adjustments in the future, as well as changes in customer buying preferences.
Any change in raw material prices or the availability or cost of raw materials could adversely affect our
results of operations and profit margins.
We require substantial amounts of raw materials, including steel, to operate our business. Our supply of raw
materials could be interrupted for a variety of reasons, including availability and pricing. Prices for raw materials
necessary for production have fluctuated significantly in the past and could do so in the future. We generally attempt
to manage these fluctuations by passing along increased raw material prices to our customers in the form of price
increases or surcharges; however, we may be unable to increase the price of our products due to pricing pressure,
contract terms or other factors, which could adversely impact our revenue and profit margins.
9
Moreover, future disruptions in the supply of our raw materials could impair our ability to manufacture our products
for our customers or require us to pay higher prices in order to obtain these raw materials from other sources. Any
significant increase in the prices for such raw materials could adversely affect our results of operations and profit
margins.
We may not realize the improved operating results that we anticipate from past and future acquisitions and
we may experience difficulties in integrating acquired businesses.
We seek to grow, in part, through strategic acquisitions, joint ventures and other alliances, which are intended to
complement or expand our businesses, and expect to continue to do so in the future. These acquisitions involve
challenges and risks.
that we do not successfully integrate these acquisitions into our existing
operations so as to realize the expected return on our investment or we uncover material issues that were not
identified during our due diligence review, our results of operations, cash flow or financial condition could be
adversely affected.
In the event
Our operating results depend in part on continued successful research, development and marketing of new
and/or improved products and services, and there can be no assurance that we will continue to
successfully introduce new products and services.
The success of new and improved products and services depends on their initial and continued acceptance by our
customers. Our businesses are affected, to varying degrees, by technological change and corresponding shifts in
customer demand, which could result in unpredictable product transitions or shortened life cycles, especially as it
relates to market and technological changes driven by electrification, environmental requirements, the continued
rising importance of e-commerce and increased digitization. We may experience difficulties or delays in the
research, development, production, or marketing of new products and services that may prevent us from recouping
or realizing a return on the investments required to bring new products and services to market. The end result could
have a negative impact on our operating results.
Loss of our rights to exclusive use of our intellectual property whether through patent infringement,
counterfeiting, theft of trade secrets, or otherwise could have a material adverse effect on the Company.
Third-party claims alleging our infringement of intellectual property rights could also have a material
adverse effect on the Company.
invention assignment agreements,
We rely on a combination of patents,
confidentiality agreements, and other arrangements to protect our intellectual property rights. These rights are
important to our business, and their loss, whether through patent infringement, counterfeiting, theft of trade secrets,
or otherwise, could have a material adverse effect on the Company.
trade secret
trademarks,
laws,
Additionally, third parties may bring claims to challenge the validity of our patents or other intellectual property rights
or allege that we infringe their patents or other intellectual property rights. We may incur substantial costs if our
competitors or other third parties allege such claims. If the outcomes of any such disputes are unfavorable to us, we
could be subject to damages and reputational harm and our business could be otherwise adversely affected.
10
Risks Related to our Capital Structure, the Global Financial Markets, and Currency Exchange Rates
Our level of debt and financial covenants or a failure to maintain our credit ratings could limit our ability to
invest in our business.
times, our debt
At
level may lead us to have less cash flow available for our business operations, capital
expenditures, and strategic transactions and our ability to service our debt obligations or to obtain future financing
could be negatively impacted by general adverse economic and industry conditions and interest rate trends. In
addition, a failure to maintain our credit ratings could adversely affect our cost of borrowing, liquidity and access to
capital markets.
The global nature of our business exposes us to foreign currency fluctuations that may affect our asset
values, results of operations and competitiveness.
We are exposed to the risks of currency exchange rate fluctuations because a significant portion of our net sales,
costs, assets and liabilities, are denominated in currencies other than the U.S. dollar. These risks include a
reduction in our net asset values, net sales, operating income and competitiveness.
For those countries outside the U.S. where we have significant sales, a strengthening in the U.S. dollar or
devaluation in the local currency would reduce the value of our local inventory as presented in our Consolidated
Financial Statements. In addition, a stronger U.S. dollar or a weaker local currency would result in reduced revenue,
operating profit and shareholders' equity due to the impact of foreign exchange translation on our Consolidated
Financial Statements. Fluctuations in foreign currency exchange rates may make our products more expensive for
others to purchase or increase our operating costs, affecting our competitiveness and our profitability.
Changes in exchange rates between the U.S. dollar and other currencies and volatile economic, political and market
conditions in emerging market countries have in the past adversely affected our financial performance and may in
the future adversely affect the value of our assets located outside the United States, our gross profit and our results
of operations.
Our results of operations may be materially affected by conditions in global financial markets or in any of
the geographic regions in which we, our customers or our suppliers operate. If an end user cannot obtain
financing to purchase our products, either directly or indirectly contained in machinery or equipment,
demand for our products will be reduced, which could have a material adverse effect on our financial
condition and earnings.
financial markets have experienced volatility in the past,
Global
including volatility in securities prices and
diminished liquidity and credit availability. Our access to the financial markets cannot be assured and is dependent
on, among other things, market conditions and company performance. Accordingly, we may be forced to delay
raising capital, issue shorter tenors than we prefer or pay unattractive interest rates, which could increase our
interest expense, decrease our profitability and significantly reduce our financial flexibility.
If a customer becomes insolvent or files for bankruptcy, our ability to recover accounts receivable from that
customer would be affected adversely and any payment we received during the preference period prior to a
bankruptcy filing potentially may be recoverable by the bankruptcy estate. Furthermore, if certain of our customers
liquidate in bankruptcy, we may incur impairment charges relating to obsolete inventory and machinery and
equipment.
In addition, financial instability of certain companies in the supply chain could disrupt production in any particular
industry. A disruption of production in any of the industries where we participate could have a material adverse effect
on our financial condition and earnings. If any of our suppliers are unable or unwilling to provide the products or
services that we require or materially increase their costs, our ability to offer and deliver our products on a timely
and profitable basis could be impaired. We cannot assure you that any or all of our relationships will not be
terminated or that such relationships will continue as presently in effect. Furthermore, if any of our suppliers were to
become subject to bankruptcy, receivership or similar proceedings, we may be unable to arrange for alternate or
replacement relationships on favorable terms, which could harm our sales and operating results.
111
Risks Related to the Global Nature of our Operations
Global political instability and other risks of international operations may adversely affect our operating
costs, revenues and the price of our products.
Our international operations expose us to risks not present in a purely domestic business, including primarily:
•
•
•
•
•
•
•
•
•
changes in international treaties or trade unions (e.g., the UK's recent withdrawal from the European Union,
commonly referred to as "Brexit"), which may make our products or our customers' products more costly to
export or import;
changes in tariff regulations, which may make our products more costly to export or import;
difficulties establishing and maintaining relationships with local OEMs, distributors and dealers;
import and export licensing requirements;
compliance with a variety of foreign laws and regulations, including unexpected changes in taxation and
environmental or other regulatory requirements, which could increase our operating and other expenses
and limit our operations;
disadvantages of competing against companies from countries that are not subject to U.S. laws and
regulations, including the Foreign Corrupt Practices Act ("FCPA");
difficulty in staffing and managing geographically diverse operations; and
tax exposures related to cross-border
international operations.
compliance with data protection regulations
intercompany transfer pricing and other
tax risks unique to
These and other risks also may increase the relative price of our products compared to those manufactured in other
countries, reducing the demand for our products in the markets in which we operate, which could have a material
adverse effect on our revenues and earnings.
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, could
adversely impact our revenue and profit margins.
The U.S. government has imposed tariffs on certain foreign goods, including steel and other raw materials as well
as certain products made from such materials. Changes in U.S. trade policy have resulted in, and could further
result in, U.S. trading partners adopting responsive trade policies that make it more difficult or costly for us to export
our products to those countries. These measures have resulted in increased costs for goods imported into the U.S.
If we are unable to increase the price of our products or otherwise mitigate these increased costs, it could adversely
impact our revenue and profit margins.
Risks Related to Human Capital Management and Employee Benefits
If we are unable to attract, retain and develop key personnel, our business could be materially adversely
affected.
Our business substantially depends on the continued service of key members of our management and other key
employees. The loss of
the services of a significant number of members of our management or other key
employees could have a material adverse effect on our business. Our future success also will depend on our ability
to attract, retain and develop highly skilled personnel, such as engineering,
finance, marketing and senior
management professionals, as well as skilled labor. Competition for these types of employees is intense, and we
could experience difficulty from time to time in hiring, developing and retaining the personnel necessary to support
our business. If we do not succeed in retaining and developing our current employees and attracting new high-
quality employees, our business could be materially adversely affected.
12
Work stoppages or similar difficulties could significantly disrupt our operations, reduce our revenues and
materially affect our earnings.
A work stoppage at one or more of our facilities, whether caused by fire, flooding, epidemics, pandemics (including
the COVID-19 outbreak), other natural disaster or otherwise, could have a material adverse effect on our business,
financial condition and results of operations. In addition, some of our employees are represented by labor unions or
works councils under collective bargaining agreements with varying durations and terms. We have experienced
work stoppages at certain of our facilities historically at times, and while these stoppages have been short-term in
nature, no assurances can be made that we will not experience additional work stoppages due to government
directives, employee health concerns, and other types of conflicts with labor unions, works councils, and other
similar groups in the future.
A work stoppage at one of our suppliers, whether caused by epidemic, pandemic or otherwise could also materially
and adversely affect our operations if an alternative source of supply were not readily available. In addition, if one or
more of our customers were to experience a work stoppage, whether due to an epidemic, pandemic or otherwise,
that customer could halt or limit purchases of our products, which could have a material adverse effect on our
business, financial condition and results of operations. In addition, the credit and default risk or bankruptcy of
customers or suppliers as a result of work stoppages could also materially and adversely affect our operations and
results.
Expenses and contributions related to our defined benefit plans are affected by factors outside our control,
including the performance of plan assets, interest rates, actuarial data and experience, and changes in laws
and regulations, all of which could impact our funded status.
Our future expense and funding obligations for defined benefit pension plans depend upon a number of factors,
including the level of benefits provided for by the plans, the future performance of assets with specific country
economic performance risks set aside in trust for these plans, the level of interest rates used to determine the
discount rate to calculate the amount of liabilities, actuarial data and experience, and any changes in government
laws and regulations. In addition, if the various investments held by our pension trusts do not perform as expected
or the liabilities increase as a result of discount rate changes and other actuarial changes, our pension expense and
required contributions would increase and, as a result, could materially adversely affect our business or require us
to record charges that could be significant and would cause a reduction in our shareholders' equity. We may be
required legally to make contributions to the pension plans in the future in excess of our current expectations, and
those contributions could be material.
Future actions involving our defined benefit and other postretirement plans, such as annuity purchases,
lump-sum payouts, and/or plan terminations could cause us to incur significant pension and postretirement
settlement and curtailment charges, and require cash contributions.
We have purchased annuities and offered lump-sum payouts to defined benefit plan and other postretirement plan
participants and retirees in the past. If we were to take similar actions in the future, we could incur significant
pension settlement and curtailment charges related to the reduction in pension and postretirement obligations from
annuity purchases, lump-sum payouts of benefits to plan participants, and/or plan terminations. Pursuing these
types of actions could require us to make additional contributions to the defined benefit plans to maintain a legally
required funded status.
13
Risks Related to Legal, Compliance and Regulatory Matters
If government-imposed restrictions continue, are re-imposed, or are expanded, our business could be
further adversely impacted.
The global outbreak of COVID-19 continues to create uncertainty with respect to economic demand and operations.
We have global operations and customers and suppliers, in countries most impacted by COVID-19. The COVID-19
outbreak has resulted in significant governmental measures being implemented to control the spread of COVID-19,
including, among others, restrictions on travel and manufacturing operations in many regions of the world that are
changing frequently as the pandemic evolves. In addition, we have implemented risk mitigation plans across the
enterprise (including work-from-home policies, "social distancing," and use of personal protective equipment) to
reduce the risk of spreading the virus in many of our global locations. To the extent that governments implement
more restrictive mandates to combat the spread of COVID‑19, or reimpose restrictions that have now lapsed, or to
the extent that the COVID‑19 outbreak intensifies, we could experience additional material impacts on our short-
term and long-term operations and related results of operations, including revenue, gross margins, operating
margins and cash flows.
The full magnitude of the COVID‑19 pandemic, including the extent of the total impact on the Company’s business,
financial position, results of operations or liquidity, which could be material, cannot be reasonably estimated at this
time due to the fluidity of the situation. The full impact of the COVID‑19 pandemic will be determined by its duration,
its geographic spread, the rate and intensity of individual spread, the extent and length of business disruptions due
to government mandates and health authority guidance and the overall impact on the global economy, among other
factors.
Environmental health and safety laws and regulations impose substantial costs and limitations on our
operations and compliance may be more costly than we expect.
to the risk of substantial environmental
We are subject
liability and limitations on our operations due to
environmental laws and regulations. We are subject to extensive federal, state, local and foreign environmental,
health and safety laws and regulations concerning matters such as air emissions, wastewater discharges, solid and
hazardous waste handling and disposal and the investigation and remediation of contamination. The risks of
substantial costs and liabilities related to compliance with these laws and regulations are an inherent part of our
business, and future conditions may develop, arise or be discovered that create substantial environmental
compliance or remediation liabilities and costs.
Compliance with environmental, health and safety legislation and regulatory requirements may prove to be more
limiting and costly than we anticipate. To date, we have committed significant expenditures in our efforts to manage
remediation activities and maintain compliance with these requirements at our facilities, and we expect that we will
continue to make significant expenditures related to such compliance in the future. From time to time, we may be
subject to legal proceedings brought by private parties or governmental authorities with respect to environmental
matters, including matters involving alleged noncompliance with or liability arising from environmental, health and
safety laws, property damage or personal injury. Actual or alleged violations of environmental, health and safety
laws or environmental permit requirements could result in restrictions or prohibitions on operations and substantial
civil or criminal fines, as well as, under some environmental, health, and safety laws, the assessment of strict
liability and/or joint and several liability. New laws and regulations, including those that may relate to emissions of
greenhouse gases, stricter enforcement of existing laws and regulations, the discovery of previously unknown
contamination or the imposition of new clean-up requirements could require us to incur costs or become the basis
for new or increased liabilities that could have a material adverse effect on our business, financial condition or
results of operations.
14
We are subject to a wide variety of domestic and foreign laws and regulations that could adversely affect
our results of operations, cash flow or financial condition.
We are subject to a wide variety of domestic and foreign laws and regulations, and legal compliance risks, including
securities laws, tax laws, employment and pension-related laws, competition laws, U.S. and foreign export and
trade laws, and laws governing improper business practices. We are affected by both new laws and regulations, and
changes to existing laws and regulations which may continue to evolve through interpretations by courts and
regulators. Furthermore, the laws and regulations to which we are subject may differ from jurisdiction to jurisdiction,
further increasing the cost of compliance and the risk of noncompliance.
In addition, we could be adversely affected by violations of the FCPA and similar worldwide anti-bribery laws as well
as export controls and economic sanction laws. The FCPA and similar anti-bribery laws in other jurisdictions
generally prohibit companies and their intermediaries from making improper payments to non-U.S. government
officials for the purpose of obtaining or retaining business. Recently, there has been a substantial increase in the
global enforcement of anti-corruption laws. We operate in many parts of
the world that have experienced
governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may
conflict with local customs and practices. Our policies mandate compliance with these laws, but we cannot assure
you that our internal controls and procedures will always protect us from the improper acts committed by our
employees, agents or third-party intermediaries. If we are found to be liable for FCPA, export control or sanction
violations, we could suffer from criminal or civil penalties or other sanctions, including loss of export privileges or
authorization needed to conduct aspects of our international business, which could have a material adverse effect
on our business.
Also, our sales to public-sector customers are subject to complex regulations. Noncompliance with government
procurement regulations or other applicable laws or regulations could result in civil, criminal and administrative
liability, termination of government contracts or other public-sector customer contracts, and suspension, debarment
or ineligibility from doing business with governmental entities or other customers in the public sector.
Compliance with the laws and regulations described above or with other applicable foreign, federal, state, and local
laws and regulations currently in effect or that may be adopted in the future could materially adversely affect our
competitive position, operating results, financial condition and liquidity.
New or more stringent government regulations or standards designed to address climate change could
increase our operational costs and severe weather associated with a changing climate could negatively
impact our operations and those of our customers and suppliers.
We are subject to domestic and foreign regulations and standards governing emissions controls which are, in part,
designed to address climate change. Due to increasing global concern over the effects of climate change, new or
more stringent regulations and standards may be mandated.
In addition, various stakeholders may demand
additional controls beyond what is required by such regulations or standards. Tighter emissions controls as a result
of these actions could increase our operational costs and could lead to disruptions in our operations as compliance
is attained. Severe weather associated with a changing climate could also negatively impact the operation of our
facilities, as well as those of our customers and suppliers.
15
Risks Related to Data Privacy and Information Security
The Company may be subject to risks relating to its information technology systems, including the risk of
security breaches.
its customers and suppliers. Despite security measures taken by the Company,
The Company relies on information technology systems to manage and operate its business and to process,
transmit and store sensitive and confidential data, including its intellectual property and other proprietary business
information and that of
the
Company’s information technology systems (both on-premises and third-party managed) may be vulnerable to
attacks by hackers or breached due to employee error, supplier error, malfeasance or other disruptions. We have
been and may in the future be subject to attempts to gain unauthorized access to our information technology
systems. To date, the impacts of prior events have not had a material adverse effect on us. Any such breach in
security could expose the Company and its employees, customers and suppliers to risks of misuse of confidential
information, manipulation and destruction of data, production downtimes, litigation and operational disruptions,
which in turn could adversely affect
the Company's reputation, competitive position, business or results of
operations.
Data privacy and security concerns, as well as evolving government regulation, could adversely affect our
results of operations and profitability.
We collect, store, access and otherwise process certain confidential or sensitive data, including proprietary business
information, personal data or other information that is subject to privacy and security laws, regulations and/or
customer-imposed controls. We operate in a global environment in which the data privacy regulatory and legal
framework is evolving quickly. Moreover, the data privacy laws of the specific jurisdictions in which we operate may
vary and potentially conflict. As such, we cannot predict the cost of compliance with future data privacy laws,
regulations and standards, future interpretations of current laws, regulations and standards, or the potential effects
on our business.
Government enforcement actions can be costly and interrupt the regular operation of our business, and a violation
of data privacy laws or a security breach involving personal data can result in fines, reputational damage and civil
lawsuits, any of which may adversely affect our results of operations and profitability.
General Risk Factors
Weakness in global economic conditions or in any of the industries or geographic regions in which we or
our customers operate, as well as the cyclical nature of our customers' businesses generally or sustained
uncertainty in financial markets, could adversely impact our revenues and profitability by reducing demand
and margins.
There has been significant volatility in the capital markets and in the end markets and geographic regions in which
we and our customers operate, which has negatively affected our revenues. Our revenues also may be negatively
affected by changes in customer demand, changes in the product mix and negative pricing pressure in the
industries in which we operate. Margins in those industries are highly sensitive to demand cycles, and our
customers in those industries historically have tended to delay large capital projects,
including expensive
maintenance and upgrades during economic downturns. As a result, our revenues and earnings are impacted by
overall levels of industrial production.
Warranty, recall, quality or product liability claims could materially adversely affect our earnings.
liability claims could materially adversely affect our earnings and brand
Warranty, recall, quality or product
reputation. In our business, we are exposed to warranty and product liability claims. In addition, we may be required
to participate in the recall of a product. If we fail to meet customer specifications for their products, we may be
subject to product quality costs and claims, as well as adverse brand reputational impacts. A successful warranty or
product liability claim against us, or a requirement that we participate in a product recall, could have a material
adverse effect on our earnings and brand reputation.
16
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, 2020, our internal control over
financial reporting was effective. We believe that we currently have adequate internal control procedures in place for
future periods, including processes related to newly acquired businesses; however, increased risk of internal control
breakdowns generally exists in a business environment that is decentralized. In addition, 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.
Changes in accounting standards could have an adverse effect on our results of operations, as reported in
our financial statements.
Our consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting
Principles ("U.S. GAAP"), which is periodically revised and/or expanded. Accordingly, from time to time we are
revised accounting standards and related interpretations issued by recognized
required to adopt new or
authoritative bodies, including the Financial Accounting Standards Board ("FASB") and the SEC. The impact of
accounting pronouncements that have been issued but not yet implemented is disclosed in this Annual Report on
Form 10-K and our Quarterly Reports on Form 10-Q. It is possible that future accounting guidance we are required
to adopt, or future changes in accounting principles, could change the current accounting treatment that we apply to
our consolidated financial statements and that such changes could have an adverse effect on our results of
operations, as reported in our consolidated financial statements.
17
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company’s corporate headquarters are located in North Canton, Ohio, and, at December 31, 2020, the
Company maintained 73 manufacturing plants. The Company also maintains various sales and administrative
offices and distribution centers throughout the world. None of these manufacturing plants, administrative offices or
distribution centers are individually material to the Company’s operations. The facilities are situated in the United
States, as well as 41 other countries, including China, India, and Romania. The Company owns the majority of its
manufacturing plants, and its leased properties primarily consist of sales and administrative offices and distribution
centers.
The buildings occupied by Timken are principally made of brick, steel, reinforced concrete and concrete block
construction. The Company believes all buildings are in satisfactory operating condition to conduct business. The
extent to which the Company utilizes its properties varies by property and from time to time. The Company believes
that
the Company’s
manufacturing facilities remain capable of handling additional volume increases.
its capacity levels are adequate for its present and anticipated future needs. Most of
Item 3. Legal Proceedings
The Company is involved in various claims and legal actions arising in the ordinary course of business. SEC
regulations require us to disclose certain information about environmental proceedings when a governmental
authority is a party to the proceedings if we reasonably believe that such proceedings may result in monetary
sanctions above a stated threshold. Pursuant to such regulations, the Company uses a threshold of $1 million or
more for purposes of determining whether disclosure of any such proceedings is required as we believe matters
under this threshold are not material to the Company. In the opinion of management, the ultimate disposition of
these matters will not have a material adverse effect on the Company’s consolidated financial position or annual
results of operations.
Item 4. Mine Safety Disclosures
Not applicable.
18
Item 4A. Information about our Executive Officers
The executive officers are elected by the Board of Directors normally for a term of one year and until the election of
their successors. All executive officers have been employed by Timken or by a subsidiary of the Company during
the past five-year period. The executive officers of the Company as of February 16, 2021 are as follows:
Name
Christopher A. Coughlin
Philip D. Fracassa
Richard G. Kyle
Hans Landin
Ronald J. Myers
Hansal N. Patel
62
40
Age Current Position and Previous Positions During Last Five Years
60
52
55
48
2014 Executive Vice President, Group President
2014 Executive Vice President and Chief Financial Officer
2014 President and Chief Executive Officer
2018 Group Vice President
2017 Vice President - Mechanical Power Transmission
2014 Vice President - Power Transmission and Engineering Systems
2017 Executive Vice President - Human Resources
2015 Vice President of Human Resources
2019 Vice President, General Counsel and Secretary
2019 Vice President - Legal and Corporate Secretary
2018 Director - Legal and Corporate Secretary
2016 Managing Attorney - M&A, Securities and Assistant
Andreas Roellgen
Corporate Secretary
53
2014 Senior Corporate Attorney, Securities and Finance
2016 Vice President - Europe, Asia and Africa
2014 Vice President - Process Industries and Managing Director, Europe
19
PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
The Company’s common shares are traded on the New York Stock Exchange under the symbol “TKR". The
estimated number of record holders of the Company’s common shares at December 31, 2020 was 3,461. The
estimated number of beneficial shareholders at December 31, 2020 exceeds 80,000.
Issuer Purchases of Common Shares:
The following table provides information about purchases of its common shares by the Company during the quarter
ended December 31, 2020.
Period
10/1/2020 - 10/31/2020
11/1/2020 - 11/30/2020
12/1/2020 - 12/31/2020
Total
Total number
of shares
purchased (1)
Average
price paid
per share (2)
518 $
154,350
4,486
159,354 $
58.70
69.05
74.94
69.19
Total number of
shares purchased as
part of publicly
announced
plans or programs
Maximum number
of shares that may
yet be purchased
under the
plans or programs (3)
—
96,000
4,000
100,000
4,357,042
4,261,042
4,257,042
—
(1) Of
the shares purchased in October, November and December, 518, 58,350 and 486 respectively,
represent common shares of the Company that were owned and tendered by employees to exercise stock
options, and to satisfy withholding obligations in connection with the exercise of stock options and vesting of
restricted shares.
(2) For shares tendered in connection with the vesting of restricted shares, the average price paid per share is
an average calculated using the daily high and low of the Company’s common shares as quoted on the
New York Stock Exchange at the time of vesting. For shares tendered in connection with the exercise of
stock options, the price paid is the real-time trading share price at the time the options are exercised.
(3) On February 6, 2017, the Company's Board of Directors approved a share repurchase plan pursuant to
which the Company may purchase up to ten million of its common shares, in the aggregate. This share
purchase plan expires on February 28, 2021. Under this plan the Company purchased shares from time to
time in open market purchases or privately negotiated transactions and was able to make all or part of the
purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans. On February 12, 2021, the
Company's Board of Directors approved a new share repurchase plan, effective March 1, 2021, pursuant to
which the Company may purchase up to ten million of its common shares, in the aggregate. This share
purchase plan expires on February 28, 2026.
20
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities (continued)
Comparison of Five-Year Cumulative Total Return*
Among The Timken Company, S&P 500 and S&P 400 Industrials
$350
$300
$250
$200
$150
$100
$50
$0
2015
2016
Timken
2017
2018
2019
2020
S&P 500
S&P 400 Industrials
*Total return assumes reinvestment of dividends. Fiscal years ending December 31.
Timken
S&P 500
S&P 400 Industrials
2016
2017
2018
2019
2020
$
143 $
112
129
182 $
136
159
141 $
130
135
219 $
171
181
307
203
211
The line graph compares the cumulative total shareholder returns over five years for The Timken Company, the S&P
500 Stock Index and the S&P 400 Industrials Index. The graph assumes, in each case, an initial investment of $100
on January 1, 2016, in Timken common shares, S&P 500 Index and S&P 400 Industrials Index, based on market
prices at the end of each fiscal year through and including December 31, 2020, and reinvestment of dividends.
21
Item 6. Selected Financial Data
Summary of Operations and Other Comparative Data:
(Dollars in millions, except per share, shareholder and per employee
data)
2020
2019
2018
2017
2016
Statements of Income
Net sales
Gross profit
Operating income
Net income
Net income attributable to The Timken Company
Balance Sheets
Total assets
Total debt
Total liabilities
Total equity
Other Comparative Data
Net income / net sales
Net income attributable to The Timken Company / net sales
Return on equity (1)
Net sales per employee (2)
Capital expenditures
Capital expenditures / net sales
Depreciation and amortization
Basic earnings per share (3)
Diluted earnings per share (4)
Dividends per share
$ 3,513.2
$ 3,789.9
$ 3,580.8
$ 3,003.8
$ 2,669.8
1,009.9
1,141.8
1,040.1
454.9
292.4
284.5
$
516.4
374.7
362.1
$
454.5
305.5
302.8
$
$
812.1
299.5
202.3
203.4
$
706.3
244.4
141.1
140.8
$ 5,041.6
$ 4,859.9
$ 4,445.2
$ 3,402.4
$ 2,763.2
1,564.6
2,816.4
1,730.1
2,905.1
1,681.6
2,802.5
962.3
1,927.5
659.2
1,452.3
$ 2,225.2
$ 1,954.8
$ 1,642.7
$ 1,474.9
$ 1,310.9
8.3%
8.1%
13.1%
9.9%
9.6%
19.2%
8.5%
8.5%
18.6%
6.7%
6.8%
13.7%
5.3%
5.3%
10.8%
$
$
193.8
121.6
208.8
140.6
$
$
220.5
112.6
206.3
104.7
$
185.3
137.5
3.5%
3.7%
3.1%
3.5%
5.2%
167.1
3.78
3.72
$
1.13
$
160.6
4.78
4.71
1.12
$
146.0
3.93
3.86
1.11
$
137.7
2.62
2.58
1.07
$
131.7
1.79
1.78
1.04
Weighted average number of shares outstanding - basic
75,354,280
75,758,123
77,119,602
77,736,398
78,516,029
Weighted average number of shares outstanding - diluted
76,401,366
76,896,565
78,337,481
78,911,149
79,234,324
Number of employees at year-end
17,430
18,829
17,477
15,006
14,111
(1) Return on equity is defined as net income divided by ending total equity.
(2) Dollars in thousands, based on average number of employees employed during the year.
(3) Based on weighted average number of shares outstanding during the year.
(4) Based on weighted average number of shares outstanding during the year, assuming dilution of stock options
and awards.
22
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Dollars in millions, except per share data)
OVERVIEW
Introduction:
The Timken Company designs and manufactures a growing portfolio of engineered bearings and power
transmission products. With more than a century of knowledge and innovation, the Company continuously improves
the reliability and efficiency of global machinery and equipment to move the world forward. Timken posted $3.5
billion in sales in 2020 and employs more than 17,000 people globally, operating in 42 countries. The Company
operates under two reportable segments: (1) Mobile Industries and (2) Process Industries. The following further
describes these business segments:
• Mobile Industries serves OEM customers that manufacture off-highway equipment for the agricultural,
mining and construction markets; on-highway vehicles including passenger cars, light trucks, and medium-
and heavy-duty trucks; rail cars and locomotives; outdoor power equipment; rotorcraft and fixed-wing
aircraft; and other mobile equipment. Beyond service parts sold to OEMs, aftermarket sales and services to
individual end users, equipment owners, operators and maintenance shops are handled directly or through
the Company's extensive network of authorized distributors.
•
Process Industries serves OEM and end-user customers in industries that place heavy demands on the
fixed operating equipment they make or use in heavy and other general industrial sectors. This includes
metals, cement and aggregate production; power generation and renewable energy sources; oil and gas
extraction and refining; pulp and paper and food processing; automation and robotics; and health and
critical motion control equipment. Other applications include marine equipment, gear drives, cranes, hoists
and conveyors. This segment also supports aftermarket sales and service needs through its global network
of authorized industrial distributors and through the provision of services directly to end users.
Timken creates value by understanding customer needs and applying its know-how to serve a broad range of
customers in attractive markets and industries across the globe. The Company’s business strengths include its
product technology, end-market diversity, geographic reach and aftermarket mix. Timken collaborates with OEMs to
improve equipment efficiency with its engineered products and captures subsequent equipment replacement cycles
by selling largely through independent channels in the aftermarket. Timken focuses its international efforts and
footprint
infrastructure
development and sustainability create demand for its products and services.
the world where strong macroeconomic factors such as urbanization,
in regions of
The Company's strategy has three primary elements:
Profitable Growth. The Company intends to expand into new and existing markets by leveraging its collective
knowledge of metallurgy, friction management and power transmission to create value for Timken customers. Using
a highly collaborative technical selling approach, the Company places particular emphasis on creating unique
solutions for challenging and/or demanding applications. The Company intends to grow in attractive market sectors
around the world, emphasizing those spaces that are highly fragmented, demand high service and value the
reliability and efficiency offered by Timken products. The Company also targets applications that offer significant
aftermarket demand, thereby providing product and services revenue throughout the equipment’s lifetime.
Operational Excellence. Timken operates with a relentless drive for exceptional results and a passion for superior
execution. The Company embraces a continuous improvement culture that is charged with increasing efficiency,
lowering costs, eliminating waste, encouraging organizational agility and building greater brand equity to fuel
growth. This requires the Company’s ongoing commitment to attract, retain and develop the best talent across the
world.
Capital Deployment to Drive Shareholder Value. The Company is intently focused on providing the highest
returns for shareholders through its capital allocation framework, which includes: (1) investing in the core business
through capital expenditures, research and development and other organic growth initiatives; (2) pursuing strategic
acquisitions to broaden its portfolio and capabilities across diverse markets, with a focus on bearings, adjacent
power transmission products and related services; (3) returning capital to shareholders through dividends and share
repurchases; and (4) maintaining a strong balance sheet and sufficient liquidity. As part of this framework, the
Company may also restructure, reposition or divest underperforming product lines or assets.
23
The following highlights some of the Company's more significant accomplishments in 2020:
•
•
•
•
Sales to renewable energy customers grew by over 50% from 2019 through strong market growth and the
benefit of outgrowth initiatives. Renewable energy became Timken’s largest individual end-market sector in
2020 at 12% of sales. The Company also announced over $75 million in capital investments to be made
through early 2022 to increase the company’s renewable energy capabilities across its footprint.
The Company reacted swiftly to the COVID-19 pandemic by taking decisive actions to (a) protect
employees and other stakeholders while continuing to serve customers in essential
industries and (b)
reduce costs to mitigate the impact
from lower revenue caused by the pandemic and improve the
Company’s overall cost structure.
Timken paid its 391st through 394th consecutive quarterly dividends during 2020, including a dividend of
$0.29 per share during the fourth quarter, an increase of 4% from the prior quarter. 2020 marked the 7th
consecutive year of annual dividend increases. The Company also repurchased 1.1 million shares of
common stock in 2020.
The Company completed the acquisition of the assets of Aurora Bearing Company (“Aurora”) in November
2020, which will enhance the Timken’s product portfolio and leadership position in engineered bearings.
With annual sales of approximately $30 million in 2020, Aurora serves a diverse range of industrial sectors,
including aerospace and defense, racing, off-highway equipment, and packing.
RESULTS OF OPERATIONS
2020 vs. 2019
Overview:
Net sales
Net income
Net income attributable to noncontrolling interest
Net income attributable to The Timken Company
Diluted earnings per share
Average number of diluted shares
2020
2019
$ Change
% Change
$
$
$
3,513.2 $
3,789.9 $
(276.7)
292.4
7.9
284.5 $
3.72 $
374.7
12.6
362.1 $
4.71 $
76,401,366
76,896,565
(82.3)
(4.7)
(77.6)
(0.99)
—
(7.3%)
(22.0%)
(37.3%)
(21.4%)
(21.0%)
(0.6%)
The decrease in net sales was primarily driven by lower organic volume revenue and the unfavorable impact of
foreign currency exchange rate changes, partially offset by the benefit of acquisitions and positive pricing. The
decrease in net income was primarily due to the impact of lower volume, the unfavorable impact of foreign currency
exchange rate changes and higher restructuring and pension remeasurement charges. The decrease was partially
offset by lower selling, general and administrative ("SG&A") expenses, reflecting cost reduction initiatives, lower
material and logistics costs, and the benefits from acquisitions and favorable price/mix.
Throughout the COVID-19 pandemic in 2020, Timken continued to operate and fill customer orders, and adjusted
production as required by local government directives and to reflect changes in global demand. For most of the
second quarter, the Company's operations were adversely impacted by lower global demand caused by the ongoing
spread of COVID-19 around the world, which included various customer shut-downs and government imposed
operating restrictions. During the second quarter,
the Company took steps to reduce costs by implementing
temporary salary reductions, work furloughs and other actions to align its costs with near-term demand
expectations. During the third and fourth quarters, Timken was able to operate with no major restrictions, and
production levels improved. Timken continued certain temporary cost reduction actions and expanded and
accelerated certain structural cost reduction initiatives to align its costs with near-term demand expectations and to
improve the profitability of the Company longer term.
24
Outlook:
The world continues to be impacted by the COVID-19 pandemic. The Company continues to adhere to mandates
and other guidance from local governments and health authorities, including the World Health Organization and the
Centers for Disease Control and Prevention. Timken has implemented risk mitigation plans across the enterprise to
protect employees and reduce the risk of spreading the virus, while continuing to operate where permitted and to
the extent practicable. The Company’s main priority continues to be the health of its employees and others in the
communities where it does business.
While the Company’s operations and financial results were adversely impacted during 2020 resulting from the
COVID-19 pandemic, operations had largely stabilized by the end of the year. The Company will continue to
monitor, assess and manage the uncertainty surrounding the COVID-19 pandemic. Timken’s outlook for 2021
assumes that COVID-19 conditions around the world will improve globally as the year progresses.
The Company expects 2021 full-year revenue to be up approximately 12% compared to 2020, primarily due to
higher organic revenue across both the Mobile Industries and Process Industries segments, the impact from foreign
currency exchange rates and the benefit of acquisitions. The Company's earnings are expected to be up
approximately 20% in 2021 compared with 2020, primarily due to the impact of higher volume, partially offset by
higher material costs and higher operating expenses to serve increased customer demand.
The Company expects to generate cash from operating activities of approximately $450 million in 2021, a decrease
from 2020 of approximately $128 million, or 22%, as the Company anticipates working capital to be a use of cash in
2021 versus a source of cash in 2020. The Company expects capital expenditures to be approximately $150 million
(approximately 3.8% of sales) in 2021, compared with $122 million in 2020.
THE STATEMENTS OF INCOME
Sales:
Net sales
2020
2019
$ Change
(cid:8)
Change
$
3,513.2 $
3,789.9 $
(276.7)
(7.3%)
Net sales decreased in 2020 compared with 2019, primarily due to lower organic revenue (net of positive pricing) of
$365 million and the unfavorable impact of foreign currency exchange rate changes of $32 million, partially offset by
the benefit of acquisitions of $120 million. The lower organic revenue was primarily due to lower demand driven by
the economic slowdown caused by the COVID-19 pandemic that impacted most market sectors, partially offset by
growth in renewable energy market sector.
Gross Profit:
Gross profit
Gross profit % to net sales
2020
2019
$ Change
Change
$ 1,009.9
$ 1,141.8
$
28.7%
30.1%
(131.9)
—
(11.6%)
(140) bps
Gross profit decreased in 2020 compared with 2019, primarily due to the impact of lower volume of $168 million, the
unfavorable impact of foreign currency exchange rate changes of $28 million and unfavorable manufacturing
performance of $12 million. These items were partially offset by the net benefit of acquisitions of $39 million, lower
material and logistics costs $28 million and favorable price/mix of $4 million. In addition, the Company recognized
net insurance proceeds of $1 million in 2020 after incurring property losses of $8 million in 2019.
25
Selling, General and Administrative Expenses:
Selling, general and administrative expenses
Selling, general and administrative expenses % to net sales
2020
533.8
$
2019
618.6
$
15.2%
16.3%
$ Change
(84.8)
$
Change
(13.7%)
— (110) bps
The decrease in selling, general and administrative ("SG&A") expenses in 2020 compared with 2019 was primarily
due to lower employee costs and related benefits and lower discretionary spending as the Company implemented
cost
including temporary salary reductions, work furloughs and permanent headcount
reductions, to reduce costs to combat the impact of the COVID-19 pandemic and the impact lower demand, mainly
during the second quarter of 2020. Performance-based compensation was also lower in 2020, compared to 2019.
reduction initiatives,
Impairment and Restructuring Charges:
Impairment charges
Severance and related benefit costs
Exit costs
Total
2020
2019
$ Change
$
$
0.4 $
19.6
1.2
21.2 $
2.6 $
3.0
1.2
6.8 $
(2.2)
16.6
—
14.4
Impairment and restructuring charges of $21.2 million in 2020 were comprised primarily of severance and related
benefits associated with initiatives to reduce headcount and right-size the Company's manufacturing footprint,
including the planned closure of the Company's Indianapolis, Indiana chain plant and the reorganization of the
Company's Canton, Ohio and Gaffney, South Carolina bearing facilities. In addition, the Company recognized
severance and related benefits as it began to accelerate and expand cost reduction initiatives.
Impairment and restructuring charges of $6.8 million in 2019 were primarily due to severance and related benefits
associated with a variety of initiatives to reduce headcount, as well as a goodwill impairment charge of $1.8 million
for one of its reporting units.
26
Other Income (Expense):
2020
2019
Non-service pension and other postretirement (expense) income
Other income, net
$
(4.7) $
10.0
$ Change % Change
(146.1%)
(23.1%)
(14.9)
(3.0)
10.2 $
13.0
The Company recognized non-service pension and other postretirement expense in 2020 primarily due to the
recognition of net actuarial
losses ("Mark-to-Market Charges"). In 2019, the Company recognized non-service
pension and other postretirement income. The Mark-to-Market Charges in 2020 were primarily due to the impact of
lower discount rates to measure the benefit obligations for pension and other postretirement plans and the impact of
experience losses, partially offset by favorable asset returns. The Mark-to-Market Charges in 2019 were the result
of higher than expected returns on plan asset and the impact of a reduction in contractual rates for the Medicare
Advantage plans, driven by a law change that repealed the tax on Health Care Insurers after 2020, partially offset
by lower discount rates to measure the benefit obligations for pension and other postretirement plans.
In addition,
there was higher amortization of prior service credit in the current year due to a plan amendment for the Company's
postretirement benefit plans in the second half of 2019. Refer to Note 15 - Retirement Benefit Plans and Note 16 -
Other Postretirement Benefit Plans in the Notes to the Consolidated Financial Statements for more information.
The change in other income in 2020, compared to 2019, was primarily due to foreign currency losses, net of
hedging activity, recognized in 2020, compared to foreign currency gains, net of hedging activity, in 2019, more than
offset by an acquisition-related gain in 2020. The acquisition-related gain represents a bargain purchase price gain
on the acquisition of the assets of Aurora acquired on November 30, 2020. Refer to Note 3 - Acquisitions for more
information.
Income Tax Expense:
Income tax expense
Effective tax rate
2020
2019
$ Change
Change
$
103.9
$
97.7
$
26.2 %
20.7 %
6.2
—
6.3%
550 bps
The effective tax rate for 2020 was 26.2%, which was unfavorable compared to the U.S. federal statutory rate of
21%, primarily due to earnings in certain foreign jurisdictions where the effective tax rate was higher than 21%,
unfavorable U.S. permanent differences and U.S. state and local income taxes.
The effective tax rate for 2019 was 20.7%, which was slightly favorable compared to the U.S. federal statutory rate
of 21%, primarily due to the release of foreign valuation allowance against certain foreign deferred tax assets and
the remeasurement of deferred tax balances to reflect the reduced India statutory rate. These impacts were partially
offset by reductions in foreign jurisdictions where the effective tax rate was higher than 21%, additional discrete
accruals for uncertain tax positions, U.S. state and local income taxes and withholding taxes recorded on planned
dividend distributions.
The change in the effective rate for 2020 compared with 2019 was an increase of 5.5%. The increase was primarily
due to the release of certain valuation allowances and the remeasurement of deferred tax balances to reflect the
reduced India statutory tax rate during 2019. These items were partially offset by prior year discrete accruals for
uncertain tax positions and withholding taxes recorded on planned dividend distributions during 2019.
Refer to Note 5 - Income Taxes in the Notes to the Consolidated Financial Statements for more information on the
computation of the income tax expense in interim periods.
27
BUSINESS SEGMENTS
The Company's reportable segments are business units that serve different industry sectors. While the segments
often operate using shared infrastructure, each reportable segment is managed to address specific customer needs
in these diverse market sectors. The primary measurement used by management
to measure the financial
performance of each segment is earnings before interest, taxes, depreciation and amortization ("EBITDA"). Refer to
Note 4 - Segment Information in the Notes to the Consolidated Financial Statements for the reconciliation of
EBITDA by segment to consolidated income before income taxes.
The presentation of segment results below includes a reconciliation of the changes in net sales for each segment
reported in accordance with U.S. GAAP to net sales adjusted to remove the effects of acquisitions completed in
2020 and 2019 and foreign currency exchange rate changes. The effects of acquisitions and foreign currency
exchange rate changes on net sales are removed to allow investors and the Company to meaningfully evaluate the
percentage change in net sales on a comparable basis from period to period.
The following items highlight the Company's acquisitions completed in 2020 and 2019 by segment based on the
customers and underlying markets served:
•
•
•
The Company acquired Aurora during the fourth quarter of 2020. Results for Aurora are reported in the
Mobile Industries and Process Industries segments based on customers and underlying market sectors
served.
The Company acquired BEKA Lubrication ("BEKA") during the fourth quarter of 2019. The majority of the
results for BEKA are reported in the Mobile Industries segment.
The Company acquired The Diamond Chain Company ("Diamond Chain") during the second quarter of
2019. The majority of the results for Diamond Chain are reported in the Process Industries segment.
Mobile Industries Segment:
Net sales
EBITDA
EBITDA margin
Net sales
Less: Acquisitions
Currency
2020
2019
$ Change
Change
$ 1,671.6
232.5
$
$ 1,893.9
284.9
$
13.9%
15.0%
2020
2019
$ 1,671.6
76.0
(21.0)
$ 1,893.9
—
—
$
$
$
(222.3)
(52.4)
—
(11.7%)
(18.4%)
(110) bps
$ Change
(222.3)
76.0
(21.0)
% Change
(11.7%)
NM
NM
Net sales, excluding the impact of acquisitions and
currency
$ 1,616.6
$ 1,893.9
$
(277.3)
(14.6%)
The Mobile Industries segment's net sales, excluding the effects of acquisitions and foreign currency exchange rate
changes, decreased $277.3 million or 14.6% in 2020 compared with 2019, reflecting lower shipments across most
market sectors, partially offset by higher pricing. EBITDA decreased in 2020 by $52.4 million or 18.4% compared
with 2019, primarily due to the impact of lower volume and related manufacturing utilization, as well as the
unfavorable impact of foreign currency exchange rate changes. These decreases were partially offset by the
favorable impact of cost reduction initiatives and price/mix, lower material and logistics costs, and the favorable
impact of acquisitions.
28
Process Industries Segment:
Net sales
EBITDA
EBITDA margin
Net sales
Less: Acquisitions
Currency
2020
2019
$ Change
Change
$ 1,841.6
442.9
$
$ 1,896.0
466.6
$
24.0%
24.6%
2020
2019
$ 1,841.6
44.1
(11.0)
$ 1,896.0
—
—
$
$
$
(54.4)
(23.7)
—
(2.9%)
(5.1%)
(60) bps
$ Change
(54.4)
44.1
(11.0)
% Change
(2.9%)
NM
NM
Net sales, excluding the impact of acquisitions and
currency
$ 1,808.5
$ 1,896.0
$
(87.5)
(4.6%)
The Process Industries segment's net sales, excluding the effects of acquisitions and foreign currency exchange
rate changes, decreased $87.5 million or 4.6% in 2020 compared with 2019. The decrease was primarily driven by
lower demand across most industrial sectors, partially offset by increased demand in the renewable energy sector,
as well as higher pricing. EBITDA decreased $23.7 million or 5.1% in 2020 compared with 2019 primarily due to the
impact of lower demand, the impact of unfavorable foreign currency exchange rate changes and the unfavorable
impact of price/mix, partially offset by the favorable impact of cost reduction initiatives, favorable manufacturing
performance, lower material and logistics costs and the favorable impact of acquisitions.
Corporate:
Corporate EBITDA
Corporate EBITDA % to net sales
2020
2019
$ Change
Change
$
(40.7)
$
(55.4)
$
(1.2%)
(1.5%)
14.7
—
(26.5%)
30 bps
Corporate expenses decreased in 2020 compared with 2019 primarily due to the favorable impact of cost reduction
initiatives, lower performance-based compensation and lower transaction costs related to acquisitions.
29
RESULTS OF OPERATIONS:
2019 vs. 2018
Overview:
Net sales
Net income
Income attributable to noncontrolling interest
Net income attributable to The Timken Company
Diluted earnings per share
Average number of diluted shares
2019
2018
$ Change
% Change
$
$
$
3,789.9 $
374.7
12.6
362.1 $
4.71 $
3,580.8 $
305.5
2.7
302.8 $
3.86 $
76,896,565
78,337,481
209.1
69.2
9.9
59.3
0.85
—
5.8%
22.7%
366.7%
19.6%
22.0%
(1.8%)
The increase in net sales was primarily driven by the benefit of acquisitions, the impact of higher pricing and higher
demand in the Process Industries segment, partially offset by the unfavorable impact of foreign currency exchange
rate changes and lower shipments in the Mobile Industries segment. The increase in net income in 2019 compared
with 2018 was primarily due to the net benefit of acquisitions, favorable price/mix and the impact of a lower tax rate
driven by net discrete benefits, partially offset by the impact of lower volume, unfavorable currency and higher
interest expense. Results for 2019 also benefited from pension and other postretirement plan remeasurement
income compared to expense in 2018.
THE STATEMENTS OF INCOME
Sales:
Net sales
2019
2018
$ Change
% Change
$
3,789.9 $
3,580.8 $
209.1
5.8%
Net sales increased in 2019 compared with 2018, primarily due to the benefit of acquisitions of $270 million and
higher organic revenue of $11 million, partially offset by the unfavorable impact of foreign currency exchange rate
changes of $72 million. The increase in organic revenue was driven primarily by improved demand in the Process
Industries segment and the impact of positive pricing, partially offset by lower shipments in the Mobile Industries
segment.
Gross Profit:
Gross profit
Gross profit % to net sales
2019
2018
$ Change
Change
$ 1,141.8
$ 1,040.1
$
30.1 %
29.0%
101.7
—
9.8%
110 bps
Gross profit increased in 2019 compared with 2018, primarily due to the benefit of acquisitions of $86 million,
favorable price/mix of $51 million and lower material and logistics costs (including tariffs) of $5 million. These factors
were partially offset by the impact of lower volume of $19 million, the unfavorable impact of foreign currency
exchange rate changes of $15 million and property losses of $8 million.
Selling, General and Administrative Expenses:
Selling, general and administrative expenses
2019
618.6
$
2018
580.7
$
Selling, general and administrative expenses % to net sales
16.3%
16.2%
$
$ Change
37.9
—
Change
6.5%
10 bps
SG&A expenses in 2019 compared with 2018 was primarily due to SG&A expense from acquisitions of $45 million,
partially offset by the favorable impact from changes in foreign currency exchange rates of $10 million.
30
Interest Expense and Income:
Interest expense
Interest income
2019
2018
$ Change
% Change
$
(72.1) $
4.9
(51.7) $
2.1
(20.4)
2.8
39.5%
133.3%
Interest expense increased in 2019 compared to 2018 primarily due to higher average outstanding debt during the
year, which was primarily used to fund acquisitions.
Other Income (Expense):
Non-service pension and other postretirement
income (expense)
Other income, net
2019
2018
$ Change
% Change
$
10.2 $
13.0
(6.2) $
9.4
16.4
3.6
(264.5%)
38.3 %
The increase in non-service pension and other postretirement income (expense) for 2019 compared with 2018 was
primarily due to the recognition of Mark-to-Market Charges of $4.2 million in 2019 compared to actuarial losses of
$22.1 million in 2018. The Mark-to-Market Charges were the result of higher than expected returns on plan assets
and the impact of a reduction in contractual rates for Medicare Advantage plans, driven by a law change that
repealed the tax on health care insurers after 2020, partially offset by lower discount rates to measure the benefit
obligations for pension and other postretirement plans. Actuarial losses in 2018 were partially offset by the benefit of
curtailment gains of $10.2 million for two of the U.S. pension plans.
Income Tax Expense:
Income tax expense
Effective tax rate
2019
2018
$ Change
Change
$
97.7
$
102.6
$
20.7 %
25.1 %
(4.9)
—
(4.8%)
(440) bps
The effective tax rate for 2019 was 20.7%, which was slightly favorable compared to the U.S. federal statutory rate
of 21%, primarily due to the release of a foreign valuation allowance against certain foreign deferred tax assets and
the remeasurement of deferred tax balances to reflect the reduced India statutory tax rate. These impacts were
partially offset by earnings in foreign jurisdictions where the effective tax rate was higher than 21%, additional
discrete accruals for uncertain tax positions, U.S. state and local income taxes and withholding taxes recorded on
planned dividend distributions.
The effective tax rate for 2018 was 25.1%, which was unfavorable compared to the U.S. federal statutory rate of
21%, primarily due to earnings in certain foreign jurisdictions where the effective tax rate was higher than 21%,
unfavorable U.S. permanent differences and U.S. state and local income taxes. These impacts were partially offset
by reductions to the one-time net charge related to the taxation of unremitted foreign earnings and the
remeasurement of U.S. deferred tax balances to reflect the new U.S. corporate income tax rate enacted with the
Tax Cut and Jobs Act of 2017 ("U.S. Tax Reform").
The change in the effective rate for 2019 compared with 2018 was a decrease of 4.4%. The decrease was primarily
due to the release of certain valuation allowances and the remeasurement of deferred tax balances to reflect the
reduced India statutory tax rate. These impacts were partially offset by additional discrete accruals for uncertain tax
positions and withholding taxes recorded on planned dividend distributions.
31
BUSINESS SEGMENTS
The presentation of segment results below includes a reconciliation of the changes in net sales for each segment
reported in accordance with U.S. GAAP to net sales adjusted to remove the effects of acquisitions and divestitures
completed in 2019 and 2018 and foreign currency exchange rate changes. The effects of acquisitions and foreign
currency exchange rate changes on net sales are removed to allow investors and the Company to meaningfully
evaluate the percentage change in net sales on a comparable basis from period to period.
The following items highlight the Company's acquisitions and divestitures completed in 2019 and 2018:
•
•
•
•
The Company acquired BEKA during the fourth quarter of 2019. The majority of the results for BEKA are
reported in the Mobile Industries segment.
The Company acquired Diamond Chain during the second quarter of 2019. The majority of the results for
Diamond Chain are reported in the Process Industries segment.
The Company acquired ABC Bearings Limited ("ABC Bearings"), Apiary Investments Holding Limited
("Cone Drive"), and Rollon S.p.A. ("Rollon") during the third quarter of 2018. Substantially all of the results
for ABC Bearings are reported in the Mobile Industries segment. Results for Cone Drive and Rollon are
reported in the Mobile Industries and Process Industries segments based on customers and underlying
markets served.
The Company divested Groeneveld Information Technology Holding B.V.
(the "ICT Business") on
September 19, 2018. The Company acquired the ICT Business in 2017 as a part of the Groeneveld Group
("Groeneveld") acquisition. The ICT Business is separate from the Groeneveld lubrication solutions
business and was considered non-core to the operations. Results for the ICT Business were reported in the
Mobile Industries segment.
Mobile Industries Segment:
Net sales
EBITDA
EBITDA margin
Net sales
Less: Acquisitions
Divestitures
Currency
Net sales, excluding the impact of acquisitions,
divestitures and currency
2019
2018
$ Change
Change
$ 1,893.9
$ 1,903.7
$
284.9
$
272.2
$
$
15.0%
14.3%
(9.8)
12.7
—
(0.5%)
4.7%
70 bps
2019
2018
$ Change
% Change
$
1,893.9 $
1,903.7 $
82.5
(8.5)
(36.0)
—
—
—
(9.8)
82.5
(8.5)
(36.0)
(0.5%)
NM
NM
NM
$
1,855.9 $
1,903.7 $
(47.8)
(2.5%)
The Mobile Industries segment's net sales, excluding the effects of acquisitions, divestitures and foreign currency
exchange rate changes, decreased $47.8 million or 2.5% in 2019 compared with 2018, reflecting lower shipments in
the off highway and heavy truck sectors, partially offset by growth in the aerospace and rail sectors, as well as
higher pricing. EBITDA increased in 2019 by $12.7 million or 4.7% compared with 2018, primarily due to favorable
price/mix, lower material and logistics costs, the net benefit of acquisitions, and lower SG&A expenses. These
factors were partially offset by the impact of lower volume and related manufacturing utilization, as well as property
losses and related expenses from flood damage at a Company facility in Tennessee and fire damage at a facility in
China.
32
Process Industries Segment:
Net sales
EBITDA
EBITDA margin
Net sales
Less: Acquisitions
Currency
2019
2018
$ Change
$ 1,896.0
466.6
$
$ 1,677.1
405.7
$
24.6%
24.2%
2019
2018
$ 1,896.0
196.4
(36.5)
$ 1,677.1
—
—
$
$
$
Change
13.1%
15.0%
40 bps
218.9
60.9
—
$ Change
218.9
196.4
(36.5)
% Change
13.1%
NM
NM
Net sales, excluding the impact of acquisitions and
currency
$ 1,736.1
$ 1,677.1
$
59.0
3.5 %
The Process Industries segment's net sales, excluding the effects of acquisitions and foreign currency exchange
rate changes, increased $59.0 million or 3.5% in 2019 compared with 2018. The increase was primarily driven by
growth in the renewable energy sector, as well as positive pricing. EBITDA increased $60.9 million or 15.0% in 2019
compared with 2018 primarily due to the net benefit of acquisitions, favorable price/mix and the impact of higher
volume, partially offset by higher SG&A expenses.
Corporate:
Corporate expenses
Corporate expenses % to net sales
2019
2018
$ Change
Change
$
56.2
$
62.0
$
1.5 %
1.7%
(5.8)
—
(9.4%)
(20) bps
Corporate expenses decreased in 2019 compared with 2018 primarily due to higher transaction costs related to
acquisitions in 2018.
33
THE BALANCE SHEETS
The following discussion is a comparison of
December 31, 2019.
the Consolidated Balance Sheets at December 31, 2020 and
Current Assets:
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Unbilled receivables
Inventories, net
Deferred charges and prepaid expenses
Other current assets
Total current assets
December 31,
2020
2019
$ Change
% Change
$
$
320.3 $
0.8
581.1
110.9
841.3
39.9
106.0
2,000.3 $
209.5 $
6.7
545.1
129.2
842.0
36.7
105.4
1,874.6 $
110.8
(5.9)
36.0
(18.3)
(0.7)
3.2
0.6
125.7
52.9%
(88.1%)
6.6%
(14.2%)
(0.1%)
8.7%
0.6%
6.7%
Refer to the "Cash Flows" section for discussion on the change in cash and cash equivalents. Accounts receivable
increased primarily due to the timing of billings related to marine contracts as of December 31, 2020. Unbilled
receivables decreased primarily due to customer billings exceeding revenue recognized for marine contracts as of
December 31, 2020.
Property, Plant and Equipment, Net:
Property, plant and equipment, net
December 31,
2020
2019
$ Change
% Change
$
1,035.6 $
989.2 $
46.4
4.7%
The increase in property, plant and equipment, net in 2020 was primarily due to capital expenditures of $132 million,
the net impact of foreign currency exchange rate changes of $22 million and $11 million from a business acquired in
2020. The increase was partially offset by depreciation of $111 million in 2020.
Other Assets:
Goodwill
Other intangible assets
Operating lease assets
Non-current pension assets
Non-current other postretirement benefit assets
Deferred income taxes
Other non-current assets
Total other assets
December 31,
2020
2019
$ Change
% Change
$
$
1,047.6 $
741.4
118.2
2.0
—
77.0
19.5
2,005.7 $
993.7 $
758.5
114.1
3.4
36.6
71.8
18.0
1,996.1 $
53.9
(17.1)
4.1
(1.4)
(36.6)
5.2
1.5
9.6
5.4%
(2.3%)
3.6%
(41.2%)
(100.0%)
7.2%
8.3%
0.5%
The increase in goodwill in 2020 was primarily due to foreign currency exchange rate changes of $46 million. The
decrease in other intangible assets was primarily due to amortization of $47 million in 2020, partially offset by the
impact of foreign currency exchange rate changes of $36 million
The decrease in non-current postretirement benefit assets was due to the creation of a new Voluntary Employee
Beneficiary Association ("VEBA") trust in January 2020. The creation of a new $50 million VEBA trust to pay for
certain active employee's medical benefits shifted the balance from an overfunded asset position as of December
31, 2019 to a liability position as of December 31, 2020. Refer to Note 16 - Other Postretirement Benefit Plans in
the Notes to the Consolidated Financial Statements for further discussion.
34
Current Liabilities:
Short-term debt
Current portion of long-term debt
Short-term operating lease liabilities
Accounts payable
Salaries, wages and benefits
Income taxes payable
Other current liabilities
Total current liabilities
December 31,
2020
2019
$ Change % Change
$
$
119.8 $
10.9
27.2
351.4
135.7
16.1
186.9
848.0 $
17.3 $
64.7
28.3
301.7
134.5
17.8
172.3
736.6 $
102.5
(53.8)
(1.1)
49.7
1.2
(1.7)
14.6
111.4
NM
(83.2%)
(3.9%)
16.5%
0.9%
(9.6%)
8.5%
15.1%
The increase in short-term debt was primarily due to borrowings under the $100 million Amended and Restated
Asset Securitization Agreement (the "Accounts Receivable Facility") being now classified as short-term due to its
upcoming maturity in November of 2021, as well as an increase in borrowings under the variable-rate lines of credit
for the Company's foreign subsidiaries. The decrease in the current portion of long-term debt was primarily due to
the payment of $47 million on the Company's €100 million term loan that matured on September 18, 2020 (the
"2020 Term Loan").
The increase in accounts payable was primarily due to efforts by the Company to increase days payable
outstanding in 2020, partially offset by the impact of foreign currency exchange rate changes of $11 million.
The increase in other current liabilities was primarily due to an increase in the current derivative liability of $6 million.
Refer to Note 19 - Derivative Instruments in the Notes to the Consolidated Financial Statements for additional
information. In addition, accrued restructuring increased $5 million as compared to the prior year end. Refer to Note
14 - Impairment and Restructuring Charges in the Notes to the Consolidated Financial Statements for additional
information.
35
Non-Current Liabilities:
Long-term debt
Accrued pension benefits
Accrued postretirement benefits
Long-term operating lease liabilities
Deferred income taxes
Other non-current liabilities
Total non-current liabilities
December 31,
2020
2019
$ Change
% Change
$
$
1,433.9 $
163.0
41.3
75.5
148.7
106.0
1,968.4 $
1,648.1 $
165.1
31.8
71.3
168.2
84.0
2,168.5 $
(214.2)
(2.1)
9.5
4.2
(19.5)
22.0
(200.1)
(13.0%)
(1.3%)
29.9%
5.9%
(11.6%)
26.2%
(9.2%)
The decrease in long-term debt was due to repayment of debt during the year, including the repayment of the 2020
Term Loan that matured in September of 2020 and reduced borrowings under the Fourth Amended and Restated
Credit Agreement (the "Senior Credit Facility"), as well as the reclassification of borrowings under the Accounts
Receivable facility to short-term as of December 31, 2020.
The increase in accrued postretirement benefits was primarily due to the creation of the new VEBA trust. In January
2020, the Company transferred $50 million from an existing VEBA trust under the Company's postretirement benefit
plans to fund the new VEBA trust to pay for certain active employees' medical benefits. The creation of the new
VEBA trust shifted the balance from overfunded as of December 31, 2019 to a liability position as of December 31,
2020. Refer to Note 16 - Other Postretirement Benefit Plans in the Notes to the Consolidated Financial Statements
for further discussion.
The increase in other non-current liabilities was primarily due to $8.5 million of payroll taxes that are deferred for
more than 12 months under the Coronavirus Aid, Relief, and Economic Security Act, as well as an increase to the
uncertain tax positions of approximately $5 million.
Shareholders’ Equity:
Common stock
Retained earnings
Accumulated other comprehensive income (loss)
Treasury shares
Noncontrolling interest
Total equity
December 31,
2020
2019
$ Change
% Change
$
781.4 $
990.7 $
1,339.5
1,907.4
41.3
(9.3)
72.3
(50.1)
(979.8)
86.6
$
2,225.2 $
1,954.8 $
(209.3)
(567.9)
91.4
970.5
(14.3)
270.4
(21.1%)
(29.8%)
(182.4%)
99.1%
(16.5%)
13.8%
The decrease in common stock is primarily due to the retirement of shares, resulting in a $12.4 million reduction to
stated capital and a $213.3 million reduction to other paid-in capital, partially offset by stock option exercises of
$16.1 million. Earnings invested in the business in 2020 decreased primarily due to the retirement of treasury
shares of $764.9 million and dividends declared of $87.0 million, partially offset by net income attributable to the
Company of $284.5 million.
The increase in accumulated other comprehensive income was primarily due to current year foreign currency
adjustments of $92.7 million. See "Other Disclosures - Foreign Currency" for further discussion regarding the impact
of foreign currency translation.
The decrease in treasury shares was primarily due to the retirement of 23.0 million shares for $990.6 million and
$29.2 million of shares issued, net of shares surrendered, for stock compensation plans for 2020, partially offset by
the purchase of 1.1 million of its common shares for $49.3 million. The decrease in noncontrolling interest was
primarily due to a dividend declared by Timken India Limited that resulted in payment to the noncontrolling interest
parties in the third quarter of 2020.
36
CASH FLOWS
Net cash provided by operating activities
Net cash used in investing activities
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash
Increase in cash and cash equivalents
Operating Activities:
2020
2019
$ Change
577.6 $
(153.5)
(331.1)
11.9
104.9 $
550.1 $
(364.9)
(100.7)
(1.4)
83.1 $
27.5
211.4
(230.4)
13.3
21.8
$
$
The increase in net cash provided by operating activities in 2020 compared with 2019 was primarily due to a
favorable impact of working capital items of $47.6 million, the favorable impact of income taxes of $8.4 million, the
favorable impact of pension and other postretirement benefit expense and contributions of $38.1 million, partially
offset by lower net income of $82.3 million. Refer to the table below for additional detail of the impact of each line on
net cash provided by operating activities.
The following chart displays the impact of working capital items on cash during 2020 and 2019, respectively:
Cash provided (used):
Accounts receivable
Unbilled receivables
Inventories
Trade accounts payable
Other accrued expenses
Cash provided by working capital items
2020
2019
$ Change
$
$
(20.7) $
18.5
27.4
22.6
55.1
102.9 $
24.1 $
(12.6)
50.7
19.9
(26.8)
55.3 $
(44.8)
31.1
(23.3)
2.7
81.9
47.6
The following table displays the impact of income taxes on cash during 2020 and 2019, respectively:
Accrued income tax expense
Income tax payments
Other miscellaneous
Change in income taxes
Investing Activities:
2020
2019
$ Change
$
$
103.9 $
(119.3)
0.7
(14.7) $
97.7 $
(118.6)
(2.2)
(23.1) $
6.2
(0.7)
2.9
8.4
The decrease in net cash used in investing activities in 2020 compared with 2019 was primarily due to a $202.5
million decrease in cash used for acquisitions and a $19.0 million decrease in cash used in capital expenditures,
partially offset by a $5.2 million increase in cash used for investments in short-term marketable securities.
Financing Activities:
The decrease in net cash used by financing activities in 2020 compared with 2019 was primarily due to a decrease
in net borrowings of $234.6 million due to an increase of debt payments in 2020.
37
LIQUIDITY AND CAPITAL RESOURCES
Reconciliation of total debt to net debt and the ratio of net debt to capital:
Net Debt:
Short-term debt
Current portion of long-term debt
Long-term debt
Total debt
Less: Cash and cash equivalents
Net debt
Ratio of Net Debt to Capital:
Net debt
Total equity
Capital (net debt + total equity)
Ratio of net debt to capital
December 31,
2020
2019
$
$
$
119.8 $
10.9
1,433.9
1,564.6 $
320.3
1,244.3 $
17.3
64.7
1,648.1
1,730.1
209.5
1,520.6
December 31,
2020
2019
$ 1,244.3
$ 1,520.6
2,225.2
1,954.8
$ 3,469.5
$ 3,475.4
35.9%
43.8%
The Company presents net debt because it believes net debt is more representative of the Company's financial
position than total debt due to the amount of cash and cash equivalents held by the Company and the ability to
utilize such cash and cash equivalents to reduce debt if needed.
At December 31, 2020, the Company had strong liquidity with $320.3 million of cash and cash equivalents on the
its $320.3 million of cash and cash equivalents resided in
Consolidated Balance Sheet. $287.4 million of
jurisdictions outside the U.S. Repatriation of non-U.S. cash could be subject to taxes and some portion may be
subject to governmental restrictions. Part of the Company's strategy is to grow in attractive market sectors, many of
which are outside the U.S. This strategy includes making investments in facilities, equipment and potential new
acquisitions. The Company plans to fund these investments, as well as meet working capital requirements, with
cash and cash equivalents and unused lines of credit within the geographic location of these investments where
feasible.
On June 25, 2019, the Company entered into the Senior Credit Facility, which is a $650.0 million unsecured
revolving credit facility that matures on June 25, 2024. At December 31, 2020, the Senior Credit Facility had
outstanding borrowings of $9.7 million, which reduced the availability to $640.3 million. The Senior Credit Facility
has two financial covenants: a consolidated leverage ratio and a consolidated interest coverage ratio. The
maximum consolidated leverage ratio permitted under the Senior Credit Facility is 3.5 to 1.0. As of December 31,
2020, the Company's consolidated leverage ratio was 1.92 to 1.0 (based on the net debt construct discussed further
below). The minimum consolidated interest coverage ratio permitted under the Senior Credit Facility is 3.0 to 1.0.
As of December 31, 2020, the Company's consolidated interest coverage ratio was 10.14 to 1.0.
On May 27, 2020, both the Senior Credit Facility and the $350 million variable-rate term loan that matures on
September 11, 2023 (the "2023 Term Loan") were amended to, among other things, effectively increase the limit
with respect to the consolidated leverage ratio. As amended, the consolidated leverage ratio under both the Senior
Credit Facility and the 2023 Term Loan is calculated using a net debt construct, netting unrestricted cash in excess
of $25 million, instead of total debt. This change to the consolidated leverage ratio calculation will be effective
through June 30, 2021, after which the calculation of the consolidated leverage ratio under the Senior Credit Facility
and the 2023 Term Loan will revert back to a total debt construct.
38
The interest rate under the Senior Credit Facility is variable with a spread based on the Company's debt rating. The
average rate on outstanding U.S. dollar borrowings was 2.01% and the average rate on outstanding Euro
borrowings was 1.48% as of December 31, 2020. In addition, the Company pays a facility fee based on the
applicable rate, which is variable with a spread based on the Company's debt rating, multiplied by the aggregate
commitments of all of the lenders under the Senior Credit Facility. The Company currently carries investment-grade
credit ratings with Moody's (Baa3), Fitch (BBB-) and Standard and Poor's (BBB-).
The Company has a $100 million Accounts Receivable Facility, which matures on November 30, 2021. The
Accounts Receivable Facility is subject to certain borrowing base limitations and is secured by certain domestic
trade accounts receivable of the Company. As of December 31, 2020, the Company had $58.0 million outstanding
borrowings under the Accounts Receivable Facility. Certain borrowing base limitations reduced the availability under
the Accounts Receivable Facility to $83.9 million at December 31, 2020. The Company currently intends to renew or
replace the Accounts Receivable Facility prior to its maturity.
Other sources of liquidity include uncommitted short-term lines of credit for certain of the Company's foreign
subsidiaries, which provide for borrowings of up to approximately $277.4 million. At December 31, 2020, the
Company had borrowings outstanding of $61.8 million and bank guarantees of $0.7 million, which reduced the
aggregate availability under these facilities to approximately $214.9 million.
At December 31, 2020, the Company was in full compliance with all applicable covenants on its outstanding debt,
and expects to remain in full compliance with its debt covenants.
The Company expects to generate cash from operating activities of approximately $450 million in 2021, a decrease
from 2020 of approximately $128 million, or 22%, as the Company anticipates working capital to be a use of cash in
2021 versus a source of cash in 2020. The Company expects capital expenditures to be approximately $150 million
in 2021, compared with $122 million in 2020.
39
FUTURE CONTRACTUAL PAYMENTS
The Company’s contractual debt obligations and contractual commitments outstanding as of December 31, 2020
were as follows:
Payments due by period:
Future Contractual Payments
Interest payments
Long-term debt, including current portion
Short-term debt
Operating leases
Retirement benefits
Total
Total
$
351.8 $
1,444.8
119.8
113.5
152.5
2,295.9 $
$
Less than
1 Year
1-3 Years
3-5 Years
More than
5 Years
52.3 $
10.9
119.8
30.2
21.3
264.7 $
103.2 $
20.4
—
39.5
31.4
234.0 $
88.6 $
664.5
—
19.1
29.8
821.1 $
107.7
749.0
—
24.7
70.0
976.1
The interest payments beyond five years primarily relate to long-term fixed-rate notes. Refer to Note 11 - Financing
Arrangements in the Notes to the Consolidated Financial Statements for additional information.
In order to maintain minimum funding requirements, the Company is required to make contributions to the trusts
established for its defined benefit pension plans and other postretirement benefit plans. The table above shows the
expected future minimum cash contributions to the trusts for the funded plans as well as estimated future benefit
payments to participants for the unfunded plans. Those minimum funding requirements and estimated benefit
payments can vary significantly. The amounts in the table above are based on actuarial estimates using current
assumptions for, among other things, discount rates, expected return on assets and health care cost trend rates.
During 2020, the Company made cash contributions and payments of approximately $17.9 million to its global
defined benefit pension plans and $2.7 million to its other postretirement benefit plans. Refer to Note 15 -
Retirement Benefit Plans and Note 16 - Other Postretirement Benefit Plans in the Notes to the Consolidated
Financial Statements for additional information.
Refer to Note 5 - Income Taxes and Note 12 - Contingencies in the Notes to the Consolidated Financial Statements
for additional information regarding the Company's exposure for certain tax and legal matters.
In the ordinary course of business, the Company utilizes standby letters of credit issued by financial institutions to
guarantee certain obligations, most of which relate to insurance contracts. At December 31, 2020, outstanding
letters of credit totaled $41.5 million, primarily having expiration dates within 12 months.
40
NEW ACCOUNTING GUIDANCE ISSUED AND NOT YET ADOPTED
Information required for this Item is incorporated by reference to Note 1 - Significant Accounting Policies in the
Notes to the Consolidated Financial Statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company’s financial statements are prepared in accordance with accounting principles generally accepted in
the United States. 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 following paragraphs include a
discussion of some critical areas that require a higher degree of judgment, estimates and complexity.
Inventory:
Inventories are valued at the lower of cost or market, with approximately 61% valued by the first-in, first-out ("FIFO")
method and the remaining 39% valued by the last-in, first-out ("LIFO") method. The majority of the Company’s
domestic inventories are valued by the LIFO method, while all of the Company’s international inventories are valued
by the FIFO method. An actual valuation of the inventory under the LIFO method can be made only at the end of
each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on
management’s estimates of expected year-end inventory levels and costs. Because these are subject to many
factors beyond management’s control, annual results may differ from interim results as they are subject to the final
year-end LIFO inventory valuation. The Company recognized a decrease in its LIFO reserve of $3.2 million during
2020 compared to an increase in its LIFO reserve of $5.0 million during 2019.
Goodwill and Indefinite-lived Intangible Assets:
The Company tests goodwill and indefinite-lived intangible assets for impairment at least annually, performing its
annual impairment test as of October 1st. Furthermore, goodwill and indefinite-lived intangible assets are reviewed
the carrying value may not be
for impairment whenever events or changes in circumstances indicate that
recoverable. Each interim period, the Company assesses whether or not an indicator of impairment is present that
would necessitate a goodwill and indefinite-lived intangible assets impairment analysis be performed in an interim
period other than during the fourth quarter.
The Company reviews goodwill for impairment at the reporting unit level. The Mobile Industries segment has four
reporting units and the Process Industries segment has two reporting units. The reporting units within the Mobile
Industries segment are Mobile Industries, Lubrication Systems, Aerospace Drive Systems and Aerospace Bearing
Inspection. The reporting units within the Process Industries segment are Process Industries and Industrial
Services.
Accounting guidance permits an entity to first assess qualitative factors to determine whether additional indefinite-
lived intangible asset impairment testing, including goodwill, is required. No qualitative factors indicated that it was
more likely than not that the fair value of reporting units were less than their respective carrying values, but due to
the length of time since the previous quantitative tests, the Company chose to perform a quantitative analysis for all
reporting units as of October 1, 2020.
The Company prepares its quantitative goodwill impairment analysis by comparing the estimated fair value of each
reporting unit, using an income approach (a discounted cash flow model), as well as a market approach, with its
carrying value. The income approach and market approach are weighted in arriving at fair value based on the
relative merits of the methods used and the quantity and quality of collected data to arrive at the indicated fair value.
The income approach requires several assumptions including future sales growth, EBITDA margins and capital
expenditures. The Company’s reporting units each provide their forecast of results for the next five years. These
forecasts form the basis for the information used in the discounted cash flow model. The discounted cash flow
model also requires the use of a discount rate and a terminal revenue growth rate (the revenue growth rate for the
period beyond the five years forecast by the reporting units), as well as projections of future operating margins (for
the period beyond the forecast five years). During the fourth quarter of 2020, the Company used discount rates for
its individual reporting units in the range of 10.0% to 11.0% and a terminal revenue growth rate in the range of 2.0%
to 3.0%.
41
The market approach requires several assumptions including sales and EBITDA multiples for comparable
companies that operate in the same markets as the Company’s reporting units. During the fourth quarter of 2020,
the Company used sales multiples in the range of 1.05 to 2.00 and EBITDA multiples in the range of 7.0 to 9.5 for its
reporting units.
As of December 31, 2020, the Company had $1,047.6 million of goodwill on its Consolidated Balance Sheet, of
which $384.6 million was attributable to the Mobile Industries segment and $663.0 million was attributable to the
Process Industries segment. See Note 9 - Goodwill and Other Intangible Assets in the Notes to the Consolidated
Financial Statements for movements in the carrying amount of goodwill by segment.
The Company notes that reporting units with goodwill and indefinite-lived intangibles primarily due to recent
acquisitions are likely to have fair values that are closer to the current carrying value, due to the shorter period of
time for fair value from the recent acquisition to have changed. The Lubrication reporting unit has a carrying value of
$436.9 million and the fair value as of October 1, 2020 exceeded that amount by 10%. The Lubrication reporting
unit primarily consists of businesses acquired in 2017 and 2019, and as a result, it is consistent with expectations
that the fair value is closer to the carrying value.
In addition, there was one indefinite-lived intangible with a carrying value totaling $17.5 million in which the fair
value exceeded the carrying value of the assets by 10% or less. This is consistent with management's expectations,
as the acquisition that generated this asset was completed in the second half of 2019.
Based on the October 1, 2020 quantitative assessment, all other reporting units and indefinite-lived intangibles have
fair value that exceeds the current carrying value by more than 10%.
Management believes the future sales growth and EBITDA margins in the long range plan and the discount rate
used in the valuations requires significant use of judgment. If any of our reporting units do not meet our long range
plan estimates or our discount rate increase significantly, we could be required to perform an interim goodwill
impairment analysis or charges in future periods. The assumptions used for the reporting units and indefinite-lived
intangibles with fair values exceeding carrying values of 10% or less are more sensitive to future performance and
will be monitored accordingly.
Income taxes:
Significant management judgment is required in determining the provision for income taxes, deferred tax assets and
liabilities, valuation allowances against deferred tax assets, and accruals for uncertain tax positions.
The Company, which is subject to income taxes in the U.S. and numerous non-U.S. jurisdictions, accounts for
income taxes in accordance with Accounting Standards Codification ("ASC") Topic 740, “Income Taxes.” Deferred
tax assets and liabilities are recorded for the future tax consequences attributable to differences between financial
statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating
losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which temporary differences are expected to be recovered or
settled. Deferred tax assets relate primarily tax loss carryforwards in foreign jurisdictions, as well as pension and
postretirement benefit obligations in the U.S., which the Company believes are more likely than not to result in
future tax benefits.
the historical and projected financial
is considered along with any other pertinent
performance of
information. The Company recorded $0.7 million in 2020 and $44.5 million in 2019 of tax benefits related to the
reversal of valuation allowances. Refer to Note 5 - Income Taxes in the Notes to the Consolidated Financial
Statements for further discussion on the valuation allowance reversals.
In determining the need for a valuation allowance,
the entity recording the net deferred tax asset
42
In the ordinary course of the Company’s business, there are many transactions and calculations where the ultimate
income tax determination is uncertain. The Company is regularly under audit by tax authorities. Accruals for
in accordance with the requirements of ASC Topic 740. The
uncertain tax positions are provided for
Company records interest and penalties related to uncertain tax positions as a component of income tax expense.
In 2020, the Company recorded $6.4 million of net tax expense for uncertain tax positions, which consisted of
$10.7 million of interest and increases to current and prior year uncertain tax positions. This expense was partially
offset by $4.2 million related to the net reversal of accruals for prior year uncertain tax positions and settlements
with tax authorities. The Company also recorded $3.8 million of uncertain tax positions related to deferred tax
liabilities.
Purchase accounting and business combinations:
Assets acquired and liabilities assumed as part of a business combination are recognized at their acquisition date
fair values. In determining these fair values, the Company utilized various forms of the income, cost and market
approaches depending on the asset or liability being valued. The Company used a discounted cash flow model to
measure the trade names, customer relationship, and technology and know-how-related intangible assets. The
estimation of fair value required significant judgment related to future net cash flows based on assumptions related
to revenue and EBITDA growth rates, discount rates, and royalty rates. Inputs were generally determined by taking
into account competitive trends, market comparisons, independent appraisals, and historical data, among other
factors, and were supplemented by current and anticipated market conditions.
Refer to Note 1 - Significant Accounting Policies for further discussion regarding the fair value process.
Revenue recognition:
A contract exists when it has approval and commitment from both parties, the rights of the parties are identified,
payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
Revenue is recognized when performance obligations under the terms of a contract with a customer of the
Company are satisfied. Refer to Note 1 - Significant Accounting Policies in the Notes to the Consolidated Financial
Statements for further discussion around the Company's revenue policy.
43
Benefit Plans:
The Company sponsors a number of defined benefit pension plans that cover eligible employees. The Company
also sponsors several funded and unfunded postretirement plans that provide health care and life insurance
benefits for eligible retirees and their dependents. These plans are accounted for in accordance with ASC Topic
715-30, "Defined Benefit Plans – Pension," and ASC Topic 715-60, "Defined Benefit Plans – Other Postretirement."
including discount
rates and health care cost
The measurement of liabilities related to these plans is based on management's assumptions related to future
events,
regularly evaluates these
assumptions and adjusts them as required and appropriate. Other plan assumptions also are reviewed on a regular
basis to reflect recent experience and the Company's future expectations. Actual experience that differs from these
assumptions may affect future liquidity, expense and the overall financial position of the Company. While the
Company believes that current assumptions are appropriate, significant differences in actual experience or
significant changes in these assumptions may affect materially the Company's pension and other postretirement
employee benefit obligations and its future expense and cash flow.
trend rates. Management
The discount rate is used to calculate the present value of expected future pension and postretirement cash flows
as of the measurement date. The Company establishes the discount rate by constructing a notional portfolio of high-
quality corporate bonds and matching the coupon payments and bond maturities to projected benefit payments
under the Company's pension and postretirement welfare plans. The bonds included in the portfolio generally are
non-callable. A lower discount rate will result in a higher benefit obligation; conversely, a higher discount rate will
result in a lower benefit obligation. The discount rate also is used to calculate the annual interest cost, which is a
component of net periodic benefit cost.
The expected rate of return on plan assets is determined by analyzing the historical long-term performance of the
Company's pension plan assets, as well as the mix of plan assets between equities, fixed-income securities and
other investments, the expected long-term rate of return expected for those asset classes and long-term inflation
rates. Short-term asset performance can differ significantly from the expected rate of return, especially in volatile
markets. A lower-than-expected rate of return on pension plan assets will increase pension expense and future
contributions.
The Company recognizes actuarial gains and losses immediately through net periodic benefit cost upon the annual
remeasurement in the fourth quarter, or on an interim basis if specific events trigger a remeasurement.
44
Defined Benefit Pension Plans:
The Company recognized net periodic benefit cost of $23.9 million during 2020 for defined benefit pension plans,
compared to net periodic benefit cost of $22.7 million during 2019. The Company recognized mark-to-market
charges of $16.2 million during 2020 compared to $13.9 million during 2019. Mark-to-market charges in 2020 were
primarily due to the impact of a net reduction in the discount rate used to measure its defined benefit pension
obligations of $88.0 million and the impact of experience losses of $16.9 million, partially offset by higher than
expected returns on plan assets of $84.3 million and other changes in valuation assumptions of $4.4 million. The
impact of the net reduction in the discount rate used to measure the Company's defined benefit pension obligations
was primarily driven by a 66 basis point reduction in the weighted-average discount rate used to measure its U.S.
plan obligations, which decreased from 3.50% in 2019 to 2.84% in 2020.
In 2021, the Company expects net periodic benefit cost to be approximately $1 million for defined benefit pension
plans, compared with net periodic benefit cost of $23.9 million in 2020. Net periodic benefit cost for 2021 does not
include mark-to-market charges that will be recognized immediately through earnings in the fourth quarter of 2021,
or on an interim basis if specific events trigger a remeasurement. Excluding the mark-to-market charges of
$16.2 million and curtailment losses of $0.9 million recognized in 2020, net periodic benefit cost was $6.8 million in
2020. The expected reduction in net periodic benefit cost, excluding mark-to-market charges and curtailment losses,
primarily reflects lower expected interest costs.
The Company expects to contribute to its defined benefit pension plans or pay directly to participants of defined
benefit plans approximately $16 million in 2021 compared with $17.9 million of contributions and payments in 2020.
For expense purposes in 2020, the Company applied a weighted-average discount rate of 3.50% to its U.S. defined
benefit pension plans. For expense purposes in 2021, the Company will apply a weighted-average discount rate of
2.84% to its U.S. defined benefit pension plans.
For expense purposes in 2020, the Company applied an expected weighted-average rate of return of 5.22% for the
the Company will apply an expected
Company’s U.S. pension plan assets. For expense purposes in 2021,
weighted-average rate of return on plan assets of 4.69%.
The following table presents the sensitivity of the Company's U.S. projected pension benefit obligation ("PBO") to
the indicated increase/decrease in key assumptions:
Assumption:
Discount rate
+ / - Change at
December 31,2020
Change
PBO
.25%
$
22.6
In the table above, a 25 basis point decrease in the discount rate will
increase the PBO by $22.6 million and
decrease income before income taxes through the recognition of actuarial losses of $22.6 million. A 25 basis point
increase in the discount rate will decrease the PBO by $22.6 million and increase income before income taxes
through the recognition of actuarial gains of $22.6 million. Defined benefit pension plans in the U.S. represent 64%
of the Company's benefit obligation.
45
Other Postretirement Benefit Plans:
The Company recognized net periodic benefit credit of $6.5 million during 2020 for other postretirement benefit
plans, compared to net periodic benefit credit of $20.5 million during 2019. The Company recognized mark-to-
market charges of $1.4 million during 2020 compared to mark-to-market gains of $18.0 million during 2019. Mark-to-
market charges in 2020 were primarily due to the impact of an 81 basis point decrease in the discount rate used to
measure the Company's defined benefit postretirement obligations, which decreased from 3.43% in 2019 to 2.62%
in 2020. The decrease in the discount rate resulted in a $3.9 million loss. This mark-to-market charge was partially
offset by mark-to-market gains of $2.0 million due to the impact of a reduction in the rate for Medicare Advantage
plans, $0.4 million due to higher than expected returns on plans assets and $0.1 million due to changes in other
actuarial assumptions.
In addition to mark-to-market charges and gains, the Company recognized prior service credits of $9.8 million
during 2020 compared to $5.4 million during 2019. During July 2019, the Company announced changes to the
medical plan offerings for certain of its postretirement benefit plans, effective January 1, 2020, which will impact the
benefits provided to certain retirees. This plan amendment resulted in a $92.8 million reduction in the postretirement
benefit obligation and a corresponding pretax adjustment to accumulated other comprehensive loss. The pretax
adjustment of $92.8 million began being amortized in the third quarter of 2019 and will be amortized from
accumulated other comprehensive loss into net periodic benefit cost (as a benefit) until 2031.
In 2021, the Company expects net periodic benefit credit of approximately $8 million for other postretirement benefit
plans, compared to net periodic benefit credit of $6.5 million in 2020. Net periodic benefit credit for 2021 does not
include mark-to-market charges that will be recognized immediately through earnings in the fourth quarter of 2021,
or on an interim basis if specific events trigger a remeasurement. Excluding the mark-to-market charges of $1.4
million recognized in 2020, the net periodic benefit credit was $7.9 million in 2020, which is relatively consistent with
the outlook for 2021.
In January 2020, the Company established a second VEBA trust for certain active employees’ medical benefits. The
Company transferred $50 million from the existing VEBA trust to fund this new VEBA trust. The $50 million that was
transferred was primarily classified as other current assets based on the portfolio of the assets in the trust. The
Company utilized all of the assets of the trust in 2020 for the payment of certain active employees’ medical benefits.
In January 2021, the Company transferred the remaining $11.1 million in the existing VEBA trust to the new VEBA
trust. As a result, the Company expects to fund 2021 payments for other postretirement benefit plans, which are
expected to be approximately $5 million, from the general funds of the Company.
For expense purposes in 2020, the Company applied a discount rate of 3.43% to its other postretirement benefit
plans. For expense purposes in 2021, the Company will apply a discount rate of 2.62% to its other postretirement
benefit plans. For expense purposes in 2020, the Company applied an expected rate of return of 3.00% to the
VEBA trust assets.
The following table presents the sensitivity of the Company's accumulated other postretirement benefit obligation
("APBO") to the indicated increase/decrease in key assumptions:
Assumption:
Discount rate
+ / - Change at
December 31, 2020
APBO
Change
.25%
$
1.3
increase the APBO by $1.3 million and
In the table above, a 25 basis point decrease in the discount rate will
decrease income before income taxes through the recognition of actuarial losses of $1.3 million. A 25 basis point
increase in the discount rate will decrease the APBO by $1.3 million and increase income before income taxes
through the recognition of actuarial gains of $1.3 million.
46
For measurement purposes, the Company assumed a weighted-average annual rate of increase in the per capita
cost (health care cost trend rate) for medical benefits of 5.5% for 2021, declining gradually to 5.0% in 2023 and
thereafter for medical and prescription drug benefits. For Medicare Advantage benefits, actual contract rates have
been set for 2020 through 2022, and are assumed to increase by 7.3% for 2022, declining gradually to 5.0% in 2031
and thereafter. The assumed health care cost trend rate may have a significant effect on the amounts reported. A
one percentage point increase in the assumed health care cost trend rate would have increased the 2020 total
service and interest cost components by $0.1 million and would have increased the postretirement benefit obligation
by $1.8 million. A one percentage point decrease would provide corresponding reductions of $0.1 million and $1.6
million, respectively.
Other loss reserves:
The Company has a number of loss exposures that are incurred in the ordinary course of business such as
environmental clean-up, product liability, product warranty, litigation and accounts receivable reserves. Establishing
loss reserves for these matters requires management’s judgment with regards to estimating risk exposure and
ultimate liability or realization. These loss reserves are reviewed periodically and adjustments are made to reflect
the most recent facts and circumstances.
OTHER DISCLOSURES:
Foreign Currency:
Assets and liabilities of subsidiaries are translated at the rate of exchange in effect on the balance sheet date;
income and expenses are translated at the average rates of exchange prevailing during the reporting period.
Related translation adjustments are reflected as a separate component of accumulated other comprehensive loss.
Foreign currency gains and losses resulting from transactions are included in the Consolidated Statements of
Income.
Net of related derivative activity,
the Company recognized a foreign currency exchange loss resulting from
transactions of $10.0 million for the year ended December 31, 2020, and recognized a gain of $6.1 million and $3.6
million for the years ended December 31, 2019 and 2018, respectively. For the year ended December 31, 2020, the
Company recorded a positive non-cash foreign currency translation adjustment of $97.3 million that increased
shareholders’ equity, compared with a negative non-cash foreign currency translation adjustment of $19.7 million
that decreased shareholders’ equity for the year ended December 31, 2019. The foreign currency translation
adjustments for the year ended December 31, 2020 were favorably impacted by the weakening of the U.S. dollar
relative to other currencies as of December 31, 2020 compared to December 31, 2019.
Trade Law Enforcement:
The U.S. government has an antidumping duty order in effect covering tapered roller bearings from China. The
Company is a producer of these bearings, as well as ball bearings and other bearing types, in the U.S.
Quarterly Dividend:
On February 12, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.29 per common
share. The quarterly dividend will be paid on March 4, 2021 to shareholders of record as of February 22, 2021. This
will be the 395th consecutive quarterly dividend paid on the common shares of the Company.
Forward-Looking Statements
Certain statements set forth in this Annual Report on Form 10-K and in the Company’s 2020 Annual Report to
Shareholders that are not historical
in nature (including the Company’s forecasts, beliefs and expectations) are
“forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular,
Management’s Discussion and Analysis contains numerous forward-looking statements. Forward-looking
statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,”
“forecast,” “outlook,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or
expressions. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of
the date of this Annual Report on Form 10-K. The Company cautions readers that actual results may differ
materially from those expressed or implied in forward-looking statements made by or on behalf of the Company due
to a variety of factors, such as:
47
(a) deterioration in world economic conditions, or in economic conditions in any of the geographic regions in
which the Company or its customers or suppliers conduct business, including adverse effects from a
global economic slowdown, terrorism, or hostilities. This includes: political risks associated with the
potential
instability of governments and legal systems in countries in which the Company or its
customers or suppliers conduct business, changes in currency valuations and recent world events that
have increased the risks posed by international trade disputes, tariffs and sanctions;
(b) negative impacts to the Company's business, results of operations,
financial position or liquidity,
disruption to the Company's supply chains, negative impacts to customer demand or operations, and
availability and health of employees, as a result of COVID-19 or other pandemics and associated
governmental measures such as restrictions on travel and manufacturing operations;
(c) the effects of fluctuations in customer demand on sales, product mix and prices in the industries in which
the Company operates. This includes: the ability of the Company to respond to rapid changes in
customer demand, the effects of customer or supplier bankruptcies or liquidations, the impact of changes
in industrial business cycles, the effects of distributor inventory corrections reflecting de-stocking of the
supply chain and whether conditions of fair trade continue in the Company's markets;
(d) competitive factors, including changes in market penetration, increasing price competition by existing or
new foreign and domestic competitors, the introduction of new products or services by existing and new
competitors, and new technology that may impact the way the Company’s products are produced, sold
or distributed;
(e) changes in operating costs. This includes:
the effect of changes in the Company’s manufacturing
processes; changes in costs associated with varying levels of operations and manufacturing capacity;
availability and cost of raw materials and energy; changes in the expected costs associated with product
warranty claims; changes resulting from inventory management and cost reduction initiatives; the effects
of unplanned plant shutdowns; the effects of government-imposed restrictions meant to address climate
change; and changes in the cost of labor and benefits;
(f)
the success of the Company’s operating plans, announced programs, initiatives and capital investments;
issues not uncovered during the
the ability to integrate acquired companies and to address material
Company's due diligence review; and the ability of acquired companies to achieve satisfactory operating
results, including results being accretive to earnings;
(g) the Company’s ability to maintain appropriate relations with unions or works councils that represent
Company associates in certain locations in order to avoid disruptions of business and to maintain the
continued service of our management and other key employees;
(h) unanticipated litigation, claims, investigations or assessments. This includes: claims, investigations or
problems related to intellectual property, product liability or warranty, foreign export and trade laws,
competition and anti-bribery laws, environmental or health and safety issues, data privacy and taxes;
(i) changes in worldwide financial and capital markets, including availability of financing and interest rates
on satisfactory terms, which affect the Company’s cost of funds and/or ability to raise capital, as well as
customer demand and the ability of customers to obtain financing to purchase the Company’s products
or equipment that contain the Company’s products;
(j)
the Company's ability to satisfy its obligations and comply with covenants under its debt agreements,
maintain favorable credit ratings and its ability to renew or refinance borrowings on favorable terms;
(k) the impact on the Company's pension obligations and assets due to changes in interest rates,
investment performance and other tactics designed to reduce risk; and
those items identified under Item 1A. Risk Factors on pages 9 through 17.
(l)
Additional risks relating to the Company’s business,
the industries in which the Company operates or the
Company’s common shares may be described from time to time in the Company’s filings with the SEC. All of these
risk factors are difficult to predict, are subject to material uncertainties that may affect actual results and may be
beyond the Company’s control.
Readers are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that
may affect future results and that the above list should not be considered to be a complete list. Except as required
by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-
looking statement, whether as a result of new information, future events or otherwise.
48
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk:
Changes in short-term interest rates related to several separate funding sources impact the Company’s earnings.
These sources are borrowings under the Accounts Receivable Facility, borrowings under the Senior Credit Facility
and short-term bank borrowings by the Company's international subsidiaries. If the market rates for short-term
borrowings increased by one-percentage-point around the globe, the impact from our variable rate debt would be an
increase in interest expense of $4.6 million annually, with a corresponding decrease in income from continuing
operations before income taxes of the same amount. This amount was determined by considering the impact of
hypothetical interest rates on the Company’s borrowing cost and year-end debt balances by category.
Foreign Currency Exchange Rate Change Risk:
Fluctuations in the value of the U.S. dollar compared to foreign currencies, including the Euro, also impact the
Company’s earnings. The greatest risk relates to products shipped between the Company’s European operations
and the United States, as well as intercompany loans between Timken affiliates. Foreign currency forward contracts
are used to hedge a portion of these intercompany transactions. Additionally, hedges are used to cover third-party
purchases of products and equipment. As of December 31, 2020, there were $173.2 million of hedges in place. A
uniform 10% weakening of the U.S. dollar against all currencies would have resulted in a charge of $6.8 million
related to these hedges, which would have partially offset the otherwise favorable impact of the underlying currency
fluctuation. In addition to the direct impact of the hedged amounts, changes in exchange rates also affect the
volume of sales or foreign currency sales price as competitors’ products become more or less attractive.
Commodity Price Risk:
In the ordinary course of business, the Company is exposed to market risk with respect to commodity price
fluctuations, primarily related to our purchases of raw materials and energy, principally steel and natural gas.
Whenever possible, the Company manages its exposure to commodity risks primarily through the use of supplier
pricing agreements that enable the Company to establish the purchase prices for certain inputs that are used in our
manufacturing and distribution business.
49
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Income
(Dollars in millions, except per share data)
Net sales
Cost of products sold
Gross Profit
Selling, general and administrative expenses
Impairment and restructuring charges
Operating Income
Interest expense
Interest income
Non-service pension and other postretirement (expense) income
Other income, net
Income Before Income Taxes
Provision for income taxes
Net Income
Less: Net income attributable to noncontrolling interest
Net Income Attributable to The Timken Company
Net Income per Common Share Attributable to The Timken Company
Common Shareholders
Basic earnings per share
Diluted earnings per share
See accompanying Notes to the Consolidated Financial Statements.
Consolidated Statements of Comprehensive Income
(Dollars in millions)
Net Income
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
Pension and postretirement liability adjustments
Change in fair value of derivative financial instruments
Other comprehensive income (loss), net of tax
Comprehensive Income, net of tax
Less: comprehensive income (loss) attributable to noncontrolling interest
Year Ended December 31,
2020
2019
2018
$
3,513.2 $
3,789.9 $
2,503.3
1,009.9
2,648.1
1,141.8
3,580.8
2,540.7
1,040.1
533.8
21.2
454.9
(67.6)
3.7
(4.7)
10.0
396.3
103.9
292.4
7.9
618.6
6.8
516.4
(72.1)
4.9
10.2
13.0
472.4
97.7
374.7
12.6
$
$
$
284.5 $
362.1 $
3.78 $
3.72 $
4.78 $
4.71 $
580.7
4.9
454.5
(51.7)
2.1
(6.2)
9.4
408.1
102.6
305.5
2.7
302.8
3.93
3.86
Year Ended December 31,
2020
2019
2018
$
292.4 $
374.7 $
305.5
92.7
(3.5)
(2.4)
86.8
379.2
3.3
(19.9)
66.9
(2.0)
45.0
419.7
12.4
(67.4)
0.4
3.8
(63.2)
242.3
(4.2)
246.5
Comprehensive Income Attributable to The Timken Company
$
375.9 $
407.3 $
See accompanying Notes to the Consolidated Financial Statements.
50
Consolidated Balance Sheets
(Dollars in millions)
ASSETS
Current Assets
Cash and cash equivalents
Restricted cash
Accounts receivable, less allowances: (2020 - $16.5 million; 2019 - $18.1 million)
Unbilled receivables
Inventories, net
Deferred charges and prepaid expenses
Other current assets
Total Current Assets
Property, Plant and Equipment, Net
Other Assets
Goodwill
Other intangible assets, net
Operating lease assets
Non-current pension assets
Non-current other postretirement benefit assets
Deferred income taxes
Other non-current assets
Total Other Assets
Total Assets
LIABILITIES AND EQUITY
Current Liabilities
Short-term debt
Current portion of long-term debt
Short-term operating lease liabilities
Accounts payable, trade
Salaries, wages and benefits
Income taxes payable
Other current liabilities
Total Current Liabilities
Non-Current Liabilities
Long-term debt
Accrued pension benefits
Accrued postretirement benefits
Long-term operating lease liabilities
Deferred income taxes
Other non-current liabilities
Total Non-Current Liabilities
Shareholders’ Equity
Class I and II Serial Preferred Stock without par value:
Authorized - 10,000,000 shares each class, none issued
Common stock without par value:
Authorized - 200,000,000 shares
Issued (including shares in treasury) (2020 – 75,834,668 shares; 2019 – 98,375,135 shares)
Stated capital
Other paid-in capital
Retained earnings
Accumulated other comprehensive loss
Treasury shares at cost (2020 – 158,836 shares; 2019 – 22,836,180 shares)
Total Shareholders’ Equity
Noncontrolling interest
Total Equity
Total Liabilities and Equity
See accompanying Notes to the Consolidated Financial Statements.
51
$
$
$
December 31,
2020
2019
320.3 $
0.8
581.1
110.9
841.3
39.9
106.0
2,000.3
1,035.6
1,047.6
741.4
118.2
2.0
—
77.0
19.5
2,005.7
5,041.6 $
119.8 $
10.9
27.2
351.4
135.7
16.1
186.9
848.0
1,433.9
163.0
41.3
75.5
148.7
106.0
1,968.4
209.5
6.7
545.1
129.2
842.0
36.7
105.4
1,874.6
989.2
993.7
758.5
114.1
3.4
36.6
71.8
18.0
1,996.1
4,859.9
17.3
64.7
28.3
301.7
134.5
17.8
172.3
736.6
1,648.1
165.1
31.8
71.3
168.2
84.0
2,168.5
—
—
40.7
740.7
1,339.5
41.3
(9.3)
2,152.9
72.3
2,225.2
$
5,041.6 $
53.1
937.6
1,907.4
(50.1)
(979.8)
1,868.2
86.6
1,954.8
4,859.9
Consolidated Statements of Cash Flows
(Dollars in millions)
CASH PROVIDED (USED)
Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Year Ended December 31,
2020
2019
2018
$
292.4 $
374.7 $
305.5
Depreciation and amortization
Impairment charges
Loss (gain) on sale of assets
Gain on disposal of lease assets
Acquisition-related gain
Loss on divestitures
Deferred income tax benefit
Stock-based compensation expense
Pension and other postretirement expense
Pension and other postretirement benefit contributions and payments
Changes in operating assets and liabilities:
Accounts receivable
Unbilled receivables
Inventories
Accounts payable, trade
Other accrued expenses
Income taxes
Other, net
Net Cash Provided by Operating Activities
Investing Activities
Capital expenditures
Acquisitions, net of cash acquired of $5.9 million in 2019 and $30.1 million in 2018
Proceeds from disposals of property, plant and equipment
Proceeds from divestitures
Investments in short-term marketable securities, net
Net Cash Used in Investing Activities
Financing Activities
Cash dividends paid to shareholders
Purchase of treasury shares
Proceeds from exercise of stock options
Payments related to tax withholding for stock-based compensation
Proceeds from long-term debt
Payments on long-term debt
Deferred financing costs
Accounts receivable facility financing borrowings
Accounts receivable facility financing payments
Short-term debt activity, net
Noncontrolling interest dividends paid
Net Cash (Used in) Provided by Financing Activities
Effect of exchange rate changes on cash
Increase In Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash at beginning of year
167.1
0.4
0.9
—
(11.1)
—
(23.2)
23.2
17.4
(20.6)
(20.7)
18.5
27.4
22.6
55.1
8.5
19.7
577.6
(121.6)
(24.0)
1.5
—
(9.4)
(153.5)
(87.0)
(49.3)
37.4
(16.0)
562.0
(757.7)
(1.7)
144.0
(186.0)
40.1
(16.9)
(331.1)
11.9
104.9
216.2
160.6
2.6
(3.6)
(0.4)
—
—
(8.9)
27.1
2.2
(43.4)
24.1
(12.6)
50.7
19.9
(26.8)
(14.2)
(1.9)
550.1
(140.6)
(226.5)
6.3
—
(4.1)
(364.9)
(84.9)
(62.7)
27.5
(15.4)
662.8
(633.8)
(1.9)
25.0
—
(17.0)
(0.3)
(100.7)
(1.4)
83.1
133.1
Cash, Cash Equivalents and Restricted Cash at End of Year
$
321.1 $
216.2 $
See accompanying Notes to the Consolidated Financial Statements.
146.0
1.3
0.3
—
—
0.8
(21.4)
32.3
20.7
(18.7)
(66.4)
(21.8)
(87.1)
(20.2)
32.2
1.9
27.1
332.5
(112.6)
(765.4)
1.5
14.0
(2.7)
(865.2)
(85.7)
(98.5)
12.8
(5.4)
1,391.1
(663.8)
(1.2)
152.0
(139.9)
(6.7)
(1.6)
553.1
(12.7)
7.7
125.4
133.1
52
Consolidated Statements of Shareholders’ Equity
(Dollars in millions, except per share data)
Year Ended December 31, 2018
The Timken Company Shareholders
Total
Stated
Capital
Other
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Shares
Non-
controlling
Interest
Balance at January 1, 2018
$ 1,474.9 $
53.1 $ 903.8 $ 1,408.4 $
(38.3) $
(884.3) $
32.2
4.0
0.7
302.8
(85.7)
(0.7)
(60.5)
0.4
3.8
2.7
(6.9)
35.1
(98.5)
16.6
11.3
(5.4)
Cumulative effect of the new revenue standard
(net of income tax benefit of $1.5 million)
Cumulative effect of ASU 2018-02
Net income
Foreign currency translation adjustments
Pension and other postretirement liability
4.0
—
305.5
(67.4)
adjustments (net of $0.5 million income tax expense)
0.4
Change in fair value of derivative financial
instruments, net of reclassifications
Shares issued for the acquisition of ABC Bearings
Dividends – $1.11 per share
Stock-based compensation expense
Purchase of treasury shares
Stock option exercise activity
Restricted share activity
Payments related to tax withholding for
stock-based compensation
Balance at December 31, 2018
Year Ended December 31, 2019
Net income
Foreign currency translation adjustments
Pension and other postretirement liability
3.8
66.0
(85.7)
32.3
(98.5)
12.8
—
(5.4)
30.9
32.3
(3.8)
(11.3)
374.7
(19.9)
adjustments (net of $22.2 million income tax expense)
66.9
Change in fair value of derivative financial
instruments, net of reclassifications
Change in ownership of noncontrolling interest
Noncontrolling interest acquired
Dividends declared to noncontrolling interest
Dividends – $1.12 per share
Stock-based compensation expense
Purchase of treasury shares
Stock option exercise activity
Restricted share activity
Payments related to tax withholding for
stock-based compensation
(2.0)
(0.5)
1.8
(0.5)
(84.9)
27.1
(62.7)
27.5
—
(15.4)
(19.7)
66.9
(2.0)
362.1
(84.9)
(10.3)
27.1
(7.8)
(23.3)
$ 1,642.7 $
53.1 $ 951.9 $ 1,630.2 $
(95.3) $
(960.3) $
63.1
Balance at December 31, 2019
$ 1,954.8 $
53.1 $ 937.6 $ 1,907.4 $
(50.1) $
Year Ended December 31, 2020
Cumulative effect of ASU 2016-13
(net of income tax benefit of $0.2 million)
Net income
Foreign currency translation adjustments
Pension and other postretirement liability
adjustments (net of $1.1 million income tax benefit)
Change in fair value of derivative financial
instruments, net of reclassifications
Change in ownership of noncontrolling interest
Noncontrolling interest acquired
Dividends declared to noncontrolling interest
Treasury stock retirement
Dividends – $1.13 per share
Stock-based compensation expense
Purchase of treasury shares
Stock option exercise activity
Restricted share activity
Payments related to tax withholding for
stock-based compensation
Balance at December 31, 2020
See accompanying Notes to the Consolidated Financial Statements.
(0.5)
284.5
97.3
(3.5)
(2.4)
1.0
(12.4)
(213.3)
(764.9)
(87.0)
23.2
16.1
(23.9)
(0.5)
292.4
92.7
(3.5)
(2.4)
0.5
(1.0)
(16.1)
—
(87.0)
23.2
(49.3)
37.4
—
(16.0)
12.6
(0.2)
9.8
1.8
(0.5)
(62.7)
35.3
23.3
(15.4)
(979.8) $
86.6
7.9
(4.6)
0.5
(2.0)
(16.1)
990.6
(49.3)
21.3
23.9
(16.0)
$ 2,225.2 $
40.7 $ 740.7 $ 1,339.5 $
41.3 $
(9.3) $
72.3
53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share data)
Note 1 - Significant Accounting Policies
Principles of Consolidation:
The consolidated financial statements include the accounts and operations of the Company in which a controlling
interest is maintained. Investments in affiliated companies where the Company exercises significant influence, but
does not control, and the activities of which it is not the primary beneficiary, are accounted for using the equity
method. All intercompany accounts and transactions are eliminated upon consolidation.
Revenue:
A contract exists when it has approval and commitment from both parties, the rights of the parties are identified,
payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
Revenue is recognized when performance obligations under the terms of a contract with a customer of the
Company are satisfied. Of the Company's revenue, approximately 85-90% is from short-term, fixed-price contracts
and continues to be recognized as of a point in time when products are shipped from the Company's manufacturing
facilities or at a later point in time when control of the products transfers to the customer. The Company recognizes
approximately 10-15% of revenue over time for services and certain sales of customer-specific product as it
satisfies the performance obligations because of the continuous transfer of control to the customer, supported as
follows:
•
•
•
For certain service contracts, this continuous transfer of control to the customer occurs as the Company's
service enhances assets that the customer owns and controls at all times and the Company is contractually
entitled to payment for work performed to date plus a reasonable margin.
For U.S. government contracts,
for
convenience, and is required to pay the Company for costs incurred plus a reasonable margin and can take
control of any work in process.
For certain non-U.S. government contracts involving customer-specific products, the customer controls the
work in process based on contractual termination clauses or restrictions on the Company's use of the
product and the Company possesses a right to payment for work performed to date plus a reasonable
margin.
is allowed to unilaterally terminate the contract
the customer
As a result of control transferring over time for these products and services, revenue is recognized based on
progress toward completion of the performance obligation. The selection of the method to measure progress
towards completion requires judgment and is based on the nature of the products or services to be provided. The
Company has elected to use the cost-to-cost input measure of progress for these contracts because it best depicts
the transfer of goods or services to the customer based on incurring costs on the contracts. Under the cost-to-cost
measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to
date to the total estimated costs at completion of the performance obligation. Revenues are recorded proportionally
as costs are incurred.
The pricing and payment terms for non-U.S. government contracts are based on the Company's standard terms and
conditions or the result of specific negotiations with each customer. The Company's standard terms and conditions
require payment 45-75 days from the invoice date, but the timing of payment for specific negotiated terms may vary.
The Company also has both prime and subcontracts in support of the provision of goods and services to the U.S.
government. Certain of these contracts are subject to the Federal Acquisition Regulation ("FAR") and are priced
based on a competitive market prices. Under the payment terms of certain of those U.S. government fixed-price
contracts, the customer pays the Company performance-based payments, which are interim payments of up to 90%
of the costs incurred to date based on quantifiable measures of performance or on the achievement of specified
events or milestones. Because the customer retains a portion of the contract price until completion of such
contracts, certain of these U.S. government fixed-price contracts result in revenue recognized in excess of billings,
which is presented within "Unbilled Receivables" on the Consolidated Balance Sheet. The portion of the payments
retained by the customer until final contract settlement is not considered a significant financing component because
the intent is to protect the customer.
54
Note 1 - Significant Accounting Policies (continued)
Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring
goods or providing services. Sales, value add, and other taxes the Company collects concurrent with revenue-
producing activities are excluded from revenue. As a practical expedient, the Company may exclude an assessment
of whether promised goods or services are performance obligations, if such promised goods and services are
immaterial to the customer contract taken as a whole, and combine these with other performance obligations. The
Company has also elected not to adjust the promised amount of consideration for the effects of any significant
financing component where the Company expects, at contract
the period between when the
Company transfers a promised good or service to a customer and when the customer pays for that good or service
will be one year or less. Finally, the Company's policy is to exclude performance obligations resulting from contracts
with a duration of one year or less from its disclosures related to remaining performance obligations.
inception,
that
the right
The amount of consideration to which the Company expects to be entitled in exchange for the goods and services is
not generally subject to significant variations. However, the Company does offer certain customers rebates, prompt
to return eligible products, and/or other forms of variable
payment discounts, end-user discounts,
consideration. The Company estimates this variable consideration using the expected value amount, which is based
on historical experience. The Company includes estimated amounts in the transaction price to the extent it is
probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated
with the variable consideration is resolved. The Company adjusts the estimate of revenue at the earlier of when the
amount of consideration the Company expects to receive changes or when the consideration becomes fixed. The
Company recognizes the cost of freight and shipping when control of the products or services has transferred to the
customer as an expense in "Cost of products sold" on the Consolidated Statement of Income, because those are
costs incurred to fulfill the promise recognized, not a separate performance obligation. To the extent certain freight
and shipping fees are charged to customers, the Company recognizes the amounts charged to customers as
revenues and the related costs as an expense in "Cost of products sold" when control of the related products or
services has transferred to the customer.
Contracts are occasionally modified to account for changes in contract specifications, requirements, and pricing.
The Company considers contract modifications to exist when the modification either creates new enforceable rights
and obligations or changes existing ones. Substantially all of the Company's contract modifications are for goods or
services that are distinct from the existing contract. Therefore, the effect of a contract modification on the transaction
price and the Company's measure of progress for the performance obligation to which it relates is generally
recognized on a prospective basis.
Cash Equivalents:
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be
cash equivalents.
Restricted Cash:
Cash of $0.8 million and $6.7 million at December 31, 2020 and 2019, respectively, was restricted for contractually
specified uses. The decrease was primarily due to the release of the Company's contractual cash hold-back for
working capital adjustment as part of the BEKA acquisition.
Accounts Receivable, Less Allowances:
Accounts receivable, less allowances on the Consolidated Balance Sheet include amounts billed and currently due
from customers. The amounts due are stated at their net estimated realizable value. The Company maintains an
allowance for doubtful accounts, which represents an estimate of the losses expected from the accounts receivable
portfolio, to reduce accounts receivable to their net realizable value. The allowance is based upon historical trends
in collections and write-offs, management's judgment of the probability of collecting accounts and management's
evaluation of business risk. The Company extends credit to customers satisfying pre-defined credit criteria. The
Company believes it has limited concentration of credit risk due to the diversity of its customer base.
55
Note 1 - Significant Accounting Policies (continued)
Unbilled Receivables:
Unbilled receivables on the Consolidated Balance Sheet primarily include unbilled amounts typically resulting from
sales under long-term contracts when the following conditions exist: (i) cost-to-cost method of revenue recognition is
utilized; (ii) the revenue recognized exceeds the amount billed to the customer; and (iii) the right to payment is
primarily subject only to the passage of time. The amounts recorded for unbilled receivables do not exceed their net
realizable value.
Inventories:
Inventories are valued at the lower of cost or net realizable value, with approximately 61% valued by the FIFO
method and the remaining 39% valued by the LIFO method. The majority of the Company’s domestic inventories
are valued by the LIFO method, while all of the Company’s international inventories are valued by the FIFO method.
Investments:
Short-term investments are investments with maturities between three months and one year and are valued at
amortized cost, which approximates fair value. The Company held short-term investments as of December 31, 2020
and 2019 with a fair value and cost basis of $37.6 million and $25.7 million, respectively, which were included in
"Other current assets" on the Consolidated Balance Sheets.
Property, Plant and Equipment:
Property, plant and equipment, net on the Consolidated Balance Sheets is valued at cost less accumulated
depreciation. Maintenance and repairs are charged to expense as incurred. The provision for depreciation is
computed by the straight-line method based upon the estimated useful lives of the assets. The useful lives are
approximately 30 years for buildings, 3 to 10 years for computer software and 3 to 20 years for machinery and
equipment.
The impairment of long-lived assets is evaluated when events or changes in circumstances indicate that the
carrying amount of the asset or related group of assets may not be recoverable. If the expected future undiscounted
cash flows are less than the carrying amount of the asset, an impairment loss is recognized at that time to reduce
the asset to the lower of its fair value or its net book value.
Leases:
The Company determines if any arrangement is a lease at the inception of a contract. For leases where the
Company is the lessee, it recognizes lease assets and related lease liabilities at the lease commencement date
based on the present value of lease payments over the lease term. Most of the Company’s leases do not provide an
implicit interest rate. As a result, the Company uses its incremental borrowing rate based on the information
available at the commencement date in determining the present value of lease payments. The lease assets also
consist of amounts for favorable or unfavorable lease terms related to acquisitions. Lease expense for operating
leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for
finance leases is recognized as depreciation expense and interest expense using the accelerated interest method of
recognition. A lease asset and lease liability are not recorded for leases with an initial term of less than 12 months or
less and the lease expenses related to these leases is recognized as incurred over the lease term.
Goodwill and Other Intangible Assets:
Intangible assets subject to amortization are amortized on a straight-line method over their legal or estimated useful
lives, with useful
lives ranging from 1 to 20 years. Goodwill and indefinite-lived intangible assets not subject to
amortization are tested for impairment at least annually. The Company performs its annual impairment test as of
October 1st. Furthermore, goodwill and intangible assets are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying values may not be recoverable in accordance with accounting rules
related to goodwill and other intangible assets.
56
Note 1 - Significant Accounting Policies (continued)
Purchase accounting and business combinations:
Assets acquired and the liabilities assumed as part of a business combination are recognized at their acquisition
date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the
net of the acquisition date fair values of the assets acquired and the liabilities assumed. The Company considers
inputs to value the assets and liabilities by taking into account competitive trends, market comparisons, independent
appraisals, and historical data, among other factors, as supplemented by current and anticipated market conditions.
The valuation inputs in these analyses are based on market participant assumptions. The Company may refine
these estimates and record adjustments to an asset or liability with the offset to goodwill during the measurement
period, which may be up to one year from the acquisition date. Upon the conclusion of the measurement period or
final determination of
the assets acquired or liabilities assumed, whichever comes first, any
subsequent adjustments are recorded in the Company’s Consolidated Statements of Income.
the values of
Product Warranties:
The Company provides limited warranties on certain of its products. The Company accrues liabilities for warranties
generally based upon specific claims and in certain instances based on historical warranty claim experience in
accordance with accounting rules relating to contingent liabilities. When the Company becomes aware of a specific
potential warranty claim for which liability is probable and reasonably estimable, a specific charge is recorded and
accounted for accordingly. Adjustments are made quarterly to the accruals as claim data and historical experience
change.
Income Taxes:
The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” Deferred tax assets and
liabilities are recorded for the future tax consequences attributable to differences between financial statement
carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and
tax credit carryforwards. The Company recognizes valuation allowances against deferred tax assets by tax
jurisdiction when it is more likely than not those assets will not be realized. Accruals for uncertain tax positions are
provided for in accordance with ASC 740-10. The Company recognizes interest and penalties related to uncertain
tax positions as a component of income tax expense.
Foreign Currency:
Assets and liabilities of subsidiaries are translated at the rate of exchange in effect on the balance sheet date;
income and expenses are translated at the average rates of exchange prevailing during the reporting period.
Translation adjustments for assets and liabilities are reflected as a separate component of accumulated other
comprehensive loss. Foreign currency gains and losses resulting from transactions are included in the Consolidated
Statements of Income. Net of related derivative activity, the Company recognized a foreign currency exchange loss
resulting from transactions of $10.0 million for the year ended December 31, 2020, and recognized a gain of $6.1
million and a gain of $3.6 million for the years ended December 31, 2019 and 2018, respectively.
Pension and Other Postretirement Benefits:
The Company recognizes actuarial gains and losses immediately through net periodic benefit cost upon the annual
remeasurement in the fourth quarter, or on an interim basis if specific events trigger a remeasurement. Actuarial
gains and losses are excluded from segment results, while all other components of net periodic benefit cost will
continue to be included within segment results.
Stock-Based Compensation:
The Company recognizes stock-based compensation expense over the related vesting period of the awards based
on the fair value on the grant date. Stock options are issued with an exercise price equal to the opening market
price of Timken common shares on the date of grant. The fair value of stock options is determined using a Black-
Scholes option pricing model, which incorporates assumptions regarding the expected volatility, the expected option
life, the risk-free interest rate and the expected dividend yield. The fair value of stock-based awards that will settle in
Timken common shares, other than stock options, is based on the opening market price of Timken common shares
on the grant date. The fair value of stock-based awards that will settle in cash are remeasured at each reporting
period until settlement of the awards. The Company recognizes forfeitures on stock-based awards as they occur.
In
addition, the Company’s share grants provide for the payment of dividends to employees and the Board of Directors
upon vesting. These dividends are charged to retained earnings when paid.
57
Note 1 - Significant Accounting Policies (continued)
Earnings Per Share:
Certain unvested restricted share grants provide for the payment of nonforfeitable dividends. The Company
considers these awards as participating securities. Earnings per share are computed using the two-class method.
Basic earnings per share are computed by dividing net income less undistributed earnings allocated to unvested
restricted shares by the weighted-average number of common shares outstanding during the year. Diluted earnings
per share are computed by dividing net income less undistributed earnings allocated to unvested restricted shares
by the weighted-average number of common shares outstanding, adjusted for the dilutive impact of outstanding
stock-based awards.
Derivative Instruments:
The Company recognizes all derivatives on the Consolidated Balance Sheets at fair value. Derivatives that are not
designated as hedges are adjusted to fair value through earnings. If the derivative is designated and qualifies as a
hedge, depending on the nature of the hedge, changes in the fair value of the derivatives are either offset against
the change in fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in
accumulated other comprehensive loss until the hedged item is recognized in earnings. The Company’s holdings of
forward foreign currency exchange contracts qualify as derivatives pursuant to the criteria established in derivative
accounting guidance, and the Company has designated certain of those derivatives as hedges.
Use of Estimates:
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect
the amounts reported in the consolidated financial statements and
accompanying notes. Because actual results could differ from these estimates, the Company reviews and updates
these estimates and assumptions regularly to reflect recent experience.
Recent Accounting Pronouncements:
New Accounting Guidance Adopted:
In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, "Financial Instruments - Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," and was subsequently updated with
ASU 2019-04 in April of 2019. These ASUs change how entities will measure credit losses for most financial assets
and certain other instruments that are not measured at fair value through net income. The new guidance replaced
the current incurred loss approach with an expected loss model. The new expected credit loss impairment model
applies to most financial assets measured at amortized cost and certain other instruments, including trade and other
receivables, loans, held-to-maturity debt instruments, net investments in leases, loan commitments and standby
letters of credit. Upon initial recognition of the exposure, the expected credit loss model requires entities to estimate
the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit
information and reasonable and supportable forecasts,
losses should consider historical
instruments with similar risk characteristics should be grouped
including estimates of prepayments. Financial
together when estimating expected credit losses. ASU 2016-13 does not prescribe a specific method to make the
estimate, so its application requires significant judgment. ASU 2016-13 was effective for public companies in fiscal
years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted
ASU 2016-13 effective January 1, 2020, and the impact of adoption was not material to the Company's results of
operations and financial condition. Refer to the Consolidated Statements of Shareholders’ Equity for the cumulative
effect of initially applying ASU 2016-13.
information, current
58
Note 1 - Significant Accounting Policies (continued)
New Accounting Guidance Issued and Not Yet Adopted:
In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting." This guidance is intended to provide temporary optional
expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the
financial reporting burden related to the expected market
transition from the London Interbank Offered Rate
(LIBOR) and other interbank offered rates to alternative reference rates. This guidance is available immediately and
may be implemented in any period prior to the guidance expiration on December 31, 2022. The Company is
currently assessing which of its various contracts will require an update for a new reference rate, and will determine
the timing for implementation of this guidance at the completion of that analysis.
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (ASC 740) – Simplifying the Accounting for
Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions to the general
principles in ASC 740. The amendments also improve consistent application of and simplify U.S. GAAP for other
areas of ASC 740 by clarifying and amending existing guidance. This standard is effective for public companies in
fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption
is permitted,
including adoption in any interim period for which financial statements have not yet been
issued. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or
prospective basis. The Company has assessed the adoption of ASU 2019-12, and determined that the standard is
not expected to materially impact the Company’s results of operations and financial condition.
Note 2 - Acquisitions
The Company completed one acquisition in 2020. On November 30, 2020, the Company completed the acquisition
of the assets of Aurora. With expected 2020 annual sales of approximately $30 million, Aurora serves a diverse
range of industrial sectors, including aerospace and defense, racing, off-highway equipment and packing. Aurora is
headquartered in Montgomery, Illinois. The total purchase price for this acquisition was $17.8 million, including
$0.5 million of the purchase price that was held back for the settlement of net working capital, subject to a post-
closing net working capital adjustment. Based on markets and customers served, results for Aurora are reported in
both the Mobile Industries segment and the Process Industries segment.
During 2019 the Company completed two acquisitions. On November 1, 2019,
the Company completed the
acquisition of BEKA, a leading global supplier of automatic lubrication systems. BEKA serves a diverse range of
industrial sectors, including wind, food and beverage, rail, on- and off-highway and other process industries.
Headquartered in Pegnitz, Germany, BEKA has manufacturing and research and development facilities in Germany,
and assembly facilities and sales offices around the world. On April 1, 2019, the Company completed the acquisition
of Diamond Chain, a leading supplier of high-performance roller chains for industrial markets. Diamond Chain
serves a diverse range of market sectors, including industrial distribution, material handling, food and beverage,
agriculture, construction and other process industries. Diamond Chain operates primarily in the U.S. and China.
59
Note 2 - Acquisitions (continued)
The purchase price allocations at fair value, net of cash acquired, for 2020 and 2019 acquisitions as of December
31, 2020 and 2019 are presented below:
2020
2019
Assets:
Accounts receivable
Inventories
Other current assets
Property, plant and equipment
Operating lease assets
Goodwill
Other intangible assets
Other non-current assets
Total assets acquired
Liabilities:
Accounts payable, trade
Salaries, wages and benefits
Income taxes payable
Other current liabilities
Short-term debt
Long-term debt
Accrued pension cost
Accrued postretirement liability
Long-term operating lease liabilities
Deferred taxes
Other non-current liabilities
Total liabilities assumed
Noncontrolling interest acquired
Net assets acquired
Cash flow reconciling items:
Working capital adjustment related to 2018 acquisitions paid in 2019
Working capital adjustment for 2019 acquisitions paid (recognized) in 2020
Indemnification settlement received
Bargain purchase price gain
Cash paid for acquisitions, net of cash acquired
$
$
$
$
$
$
$
2.7 $
16.4
0.1
10.9
—
—
—
—
30.1 $
0.8 $
—
—
0.9
—
—
—
—
—
—
—
1.7 $
—
28.4 $
— $
6.7
—
(11.1)
24.0 $
26.1
59.4
5.1
57.4
5.1
52.6
84.3
0.9
290.9
10.6
6.8
2.1
7.1
0.8
17.2
0.8
0.1
4.5
2.9
1.1
54.0
1.8
235.1
2.9
(6.7)
(4.8)
—
226.5
In April 2020, the Company paid $6.7 million for a working capital adjustment to the purchase price for BEKA in
accordance with the purchase agreement. This adjustment, as well as other measurement period adjustments
recorded in 2020, resulted in an $8.4 million increase to goodwill.
As a result of applying the accounting rules on business combinations,
the Company recognized a bargain
purchase gain of $11.1 million on the acquisition of Aurora. The Company believes it was able to negotiate a bargain
purchase price for the business due to some historic operational performance challenges, as well as the seller’s
desire to exit the business in an expedited manner in an exclusive process with the Company.
In January 2019, the Company paid a working capital adjustment of $2.9 million in connection with the Cone Drive
acquisition, which was accrued and reflected in the purchase price in 2018. In May 2019, the Company received a
$4.8 million payment from escrow related to an indemnification settlement for the Cone Drive acquisition, which is
reflected as a purchase price adjustment. These adjustments, as well as other measurement period adjustments
recorded in 2019, resulted in a $1.9 million increase to Goodwill.
60
Note 2 - Acquisitions (continued)
The amounts for 2020 in the table above represent the preliminary purchase price allocations for Aurora. These
purchase price allocations are based on preliminary information and are subject to change as additional information
concerning final asset and liability valuations is obtained. The purchase price allocation for Aurora is preliminary as
a result of the proximity of the acquisition date to December 31, 2020, and as a result, no elements of the purchase
price allocation have been finalized. During the measurement period for this acquisition, the Company will adjust
assets and liabilities if new information is obtained about facts and circumstances that existed as of the acquisition
date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date. The
effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had
been completed on the acquisition date. As a result of recognizing the bargain purchase price gain, any change will
be reflected as an adjustment to pretax income.
No intangible assets were acquired in 2020. The following table summarizes the purchase price allocation at fair
value for identifiable intangible assets acquired in 2019:
Trade names (indefinite life)
Technology and know-how
Customer relationships
Capitalized software
Total intangible assets
2019
Weighted-
Average Life
$
$
28.2
22.4
33.3
0.5
84.4
Indefinite
17 years
19 years
2 years
The total acquired intangible asset amount for 2019 acquisitions does not fully align with the purchase price
allocations shown previously due to measurement period adjustments reflected in the purchase price allocations.
61
Note 3 - Revenue
The following table presents details deemed most relevant to the users of the financial statements about total
revenue for the years ended December 31, 2020, 2019 and 2018:
United States
Americas excluding United States
Europe / Middle East / Africa
China
Asia-Pacific excluding China
Net sales
United States
Americas excluding United States
Europe / Middle East / Africa
China
Asia-Pacific excluding China
Net sales
United States
Americas excluding United States
Europe / Middle East / Africa
China
Asia-Pacific excluding China
Net sales
December 31, 2020
Mobile
Process
$
$
853.8 $
168.1
389.9
102.2
157.6
1,671.6 $
699.6 $
138.0
457.0
421.0
126.0
1,841.6 $
Total
1,553.4
306.1
846.9
523.2
283.6
3,513.2
December 31, 2019
Mobile
Process
$
1,007.1 $
821.0 $
209.6
390.8
92.1
194.3
167.7
489.2
268.5
149.6
Total
1,828.1
377.3
880.0
360.6
343.9
$
1,893.9 $
1,896.0 $
3,789.9
December 31, 2018
Process
Total
Mobile
$
1,028.8 $
769.5 $
1,798.3
208.9
382.5
95.4
188.1
176.7
380.2
218.4
132.3
385.6
762.7
313.8
320.4
$
1,903.7 $
1,677.1 $
3,580.8
When reviewing revenues by sales channel, the Company separates net sales to OEMs from sales to distributors
and end users. The following table presents the percent of revenues by sales channel for the years ended
December 31, 2020 and December 31, 2019:
Revenue by sales channel
Original equipment manufacturers
Distribution/end users
December 31, 2020 December 31, 2019
60%
40%
56%
44%
In addition to disaggregating revenue by segment and geography and by sales channel as shown above, the
Company believes information about the timing of transfer of goods or services, type of customer and distinguishing
service revenue from product sales is also relevant. During the years ended December 31, 2020 and December 31,
2019, approximately 11% and 12%, respectively, of total net sales were recognized on an over-time basis because
in time.
of
Approximately 4% and 5% of total net sales represented service revenue in 2020 and 2019, respectively. Finally, the
payment terms with the U.S. government or its contractors represented approximately 8% of total net sales for 2020
and 2019, respectively.
to the customer, with the remainder recognized as of a point
the continuous transfer of control
62
Note 3 - Revenue (continued)
Remaining Performance Obligations:
Remaining performance obligations represent the transaction price of orders meeting the definition of a contract in
the new revenue standard for which work has not been performed and excludes unexercised contract options.
Performance obligations having a duration of more than one year are concentrated in contracts for certain products
and services provided to the U.S. government or its contractors. The aggregate amount of the transaction price
allocated to remaining performance obligations for such contracts with a duration of more than one year was
approximately $224.3 million at December 31, 2020.
Unbilled Receivables:
The following table contains a rollforward of unbilled receivables for the year ended December 31, 2020:
Beginning balance, January 1
Additional unbilled revenue recognized
Less: amounts billed to customers
Ending balance
December 31,
2020
$
$
129.2
393.6
(411.9)
110.9
There were no impairment losses recorded on unbilled receivables for the year ended December 31, 2020.
Note 4 - Segment Information
The Company operates under two reportable segments: (1) Mobile Industries and (2) Process Industries.
Description of types of products and services from which each reportable segment derives its revenues:
The Company's reportable segments are business units that target different industry sectors. While the segments
often operate using a shared infrastructure, each reportable segment is managed to address specific customer
needs in these diverse market segments.
Mobile Industries offers an extensive portfolio of bearings, seals, lubrication devices and systems, as well as power
transmission components, engineered chain, augers, belts, couplings, clutches, brakes and related products and
maintenance services, to OEMs and end users of: off-highway equipment for the agricultural, construction, mining,
outdoor power equipment and powersports markets; on-highway vehicles including passenger cars, light trucks and
medium- and heavy-duty trucks; rail cars and locomotives. Beyond service parts sold to OEMs, aftermarket sales
and services to individual end users, equipment owners, operators and maintenance shops are handled directly or
through the Company's extensive network of authorized automotive and heavy-truck distributors, and include hub
units, specialty kits and more. Mobile Industries also provides power transmission systems and flight-critical
components for civil and military aircraft, which include bearings, helicopter transmission systems, rotor-head
assemblies, turbine engine components, gears and housings.
Process Industries supplies industrial bearings and assemblies, power transmission components such as gears and
gearboxes, linear motion products, couplings, seals, lubricants, chains, belts and related products and services to
OEMs and end users in industries that place heavy demands on operating equipment they make or use. This
includes: metals, mining, cement and aggregate production; wind energy and solar; coal power generation and oil
and gas; pulp and paper in applications including printing presses; packaging and automation; and cranes, hoists,
drawbridges, gear drives, conveyors, health and critical motion control equipment, marine equipment and food
processing equipment. This segment also supports aftermarket sales and service needs through its global network
of authorized industrial distributors and through the provision of services directly to end users. In addition, the
Company’s industrial services group offers end users a broad portfolio of maintenance support and capabilities that
include repair and service for bearings and gearboxes as well as electric motor rewind, repair and services.
63
Note 4 - Segment Information (continued)
Measurement of segment profit or loss and segment assets:
The Company evaluates performance and allocates resources based on return on capital and profitable growth. The
primary measurement used by management to measure the financial performance of each segment is EBITDA.
The accounting policies of the reportable segments are the same as those described in the summary of significant
accounting policies.
Factors used by management to identify the enterprise’s reportable segments:
Net sales by geographic area are reported by the destination of net sales, which is reflective of how the Company
operates its segments. Long-lived assets by geographic area are reported by the location of the subsidiary.
Timken’s non-U.S. operations are subject to normal
international business risks not generally applicable to a
domestic business. These risks include currency fluctuation, changes in tariff restrictions, difficulties in establishing
licensing requirements,
and maintaining relationships with local distributors and dealers,
difficulties in staffing and managing geographically diverse operations and restrictive regulations by foreign
governments, including price and exchange controls, compliance with a variety of foreign laws and regulations,
including unexpected changes in taxation and environmental regulatory requirements, and disadvantages of
competing against companies from countries that are not subject to U.S. laws and regulations, including the FCPA.
import and export
Business Segment Information:
The following tables provide segment financial information and a reconciliation of segment results to consolidated
results:
Net sales to external customers:
Mobile Industries
Process Industries
Segment EBITDA:
Mobile Industries
Process Industries
Total EBITDA, for reportable segments
$
$
$
$
2020
2019
2018
1,671.6 $
1,893.9 $
1,841.6
1,896.0
3,513.2 $
3,789.9 $
1,903.7
1,677.1
3,580.8
232.5 $
284.9 $
442.9
466.6
675.4 $
751.5 $
(40.7)
(18.5)
11.1
(55.4)
4.1
—
272.2
405.7
677.9
(61.4)
(12.8)
—
Corporate EBITDA
Corporate pension and other postretirement benefit related
(expense) income (1)
Acquisition-related gain (2)
Depreciation and amortization
Interest expense, net
Income before income taxes
(146.0)
(49.6)
408.1
(1) Corporate pension and other postretirement benefit related (expense) income represents curtailments, professional fees associated with
pension de-risking and actuarial (losses) and gains that resulted from the remeasurement of pension and other postretirement plan assets and
obligations as a result of changes in assumptions.
(2) The acquisition-related gain represents a bargain purchase price gain on the acquisition of Aurora, acquired on November 30, 2020. See Note
2 - Acquisitions for additional information.
(167.1)
(63.9)
396.3 $
(160.6)
(67.2)
472.4 $
$
Assets employed at year-end:
Mobile Industries
Process Industries
Corporate (2)
(2) Corporate assets include corporate buildings and cash and cash equivalents.
64
2020
2019
$
$
2,082.2 $
2,482.6
476.8
5,041.6 $
2,109.9
2,366.7
383.3
4,859.9
Note 4 - Segment Information (continued)
Capital expenditures:
Mobile Industries
Process Industries
Corporate
Depreciation and amortization:
Mobile Industries
Process Industries
Corporate
Geographic Financial Information:
Property, Plant and Equipment, net:
United States
China
India
Romania
Rest of world
2020
2019
2018
$
$
$
$
70.5 $
50.1
1.0
121.6 $
79.7 $
86.6
0.8
167.1 $
74.2 $
65.3
1.1
140.6 $
73.6 $
86.2
0.8
160.6 $
48.3
63.3
1.0
112.6
73.5
71.9
0.6
146.0
2020
2019
$
$
401.8 $
196.4
140.0
118.0
179.4
1,035.6 $
391.7
183.4
132.6
105.3
176.2
989.2
Refer to Note 3 - Revenue for further information pertaining to geographic net sales information.
65
Note 5 - Income Taxes
the operations to which such earnings are
Income before income taxes, based on geographic location of
attributable, is provided below. As the Company has elected to treat certain foreign subsidiaries as branches for
U.S. income tax purposes, pretax income attributable to the United States shown below may differ from the pretax
income reported in the Company’s annual U.S. federal income tax return.
Income before income taxes:
United States
Non-United States
Income before income taxes
The provision for income taxes consisted of the following:
Current:
Federal
State and local
Foreign
Deferred:
Federal
State and local
Foreign
United States and foreign tax provision on income
2020
2019
2018
144.1 $
252.2
396.3 $
190.7 $
281.7
472.4 $
202.0
206.1
408.1
2020
2019
2018
40.3 $
7.9
78.9
127.1 $
(19.5) $
(1.3)
(2.4)
(23.2) $
103.9 $
20.8 $
4.8
81.0
106.6 $
39.8 $
6.5
(55.2)
(8.9) $
97.7 $
46.1
9.9
68.0
124.0
(19.9)
(0.7)
(0.8)
(21.4)
102.6
$
$
$
$
$
$
$
The Company made net income tax payments of $119.3 million, $118.6 million and $121.3 million in 2020, 2019 and
2018, respectively.
The following table is the reconciliation between the provision for income taxes and the amount computed by
applying the U.S. federal income tax rate of 21% to income before taxes:
Income tax at the U.S. federal statutory rate
Adjustments:
State and local income taxes, net of federal tax benefit
Tax on foreign remittances and U.S. tax on foreign income
Tax expense related to undistributed earnings of foreign subsidiaries
Foreign losses without current tax benefits
Foreign earnings taxed at different rates including tax holidays
U.S. foreign tax credit
Accruals and settlements related to tax audits
Valuation allowance changes
Deferred taxes related to branch operations
U.S. Tax Reform
Other tax rate change
Other items, net
Provision for income taxes
Effective income tax rate
$
66
2020
2019
2018
$
83.2
$
99.2
$
85.7
4.8
22.5
0.1
2.5
11.1
(13.8)
3.4
(0.7)
—
—
0.8
(10.0)
103.9
26.2 %
$
7.4
26.4
6.0
3.2
12.6
(18.3)
11.1
(44.5)
5.3
—
(5.0)
(5.7)
97.7
20.7 %
$
6.8
21.1
—
3.7
11.1
(21.2)
(3.8)
—
—
(10.6)
(2.4)
12.2
102.6
25.1 %
Note 5 - Income Taxes (continued)
The Company released $44.5 million of foreign valuation allowances for the year ended December 31, 2019, $40.7
million of which relates to the valuation allowance that was recorded against German indefinite-lived loss
carryforwards and pension deferred tax assets. Once established, the valuation allowance is released when, based
on the weight of all available evidence, management concludes that related deferred tax assets are more likely than
not to be realized. As a result of the execution of a tax planning strategy in the fourth quarter of 2019, management
reached this conclusion and accordingly released the valuation allowance. Because the local German entity is
treated as a branch under U.S. tax law, the valuation allowance release was partially offset by income tax expense
of $5.3 million related to a U.S. deferred tax liability.
U.S. Tax Reform reduced the U.S. federal statutory rate from 35% to 21% beginning in 2018. U.S. Tax Reform also
required companies to pay a one-time net charge related to the taxation of unremitted foreign earnings and to
remeasure its U.S. deferred tax balances to the lower corporate income tax rate for the 2017 tax year. Additionally,
U.S. Tax Reform created taxes on certain foreign sourced earnings known as the global intangible low-taxed income
(“GILTI”) tax beginning with tax year 2018. The Company has elected to account for GILTI as a period cost in the
year the tax is incurred. The accounting for the tax effects of U.S. Tax Reform was completed as of December 31,
2018 under Staff Accounting Bulletin No. 118.
For the year ended December 31, 2018, the Company recorded $8.2 million of tax benefit for changes to the
provisional estimate for the remeasurement of net U.S. deferred tax balances as a result of adjustments to finalize
purchase accounting for prior-year acquisitions, the remeasurement of anticipatory tax credits for foreign branches
and changes to U.S. deferred tax assets included in the 2017 U.S. federal income tax return. Over the same period,
the Company recorded $2.4 million of tax benefit for changes in the provisional estimate of the 2017 one-time net
charge related to the taxation of unremitted foreign earnings as a result of additional federal and state regulatory
guidance issued and the filing of the Company's 2017 U.S. federal income tax return.
There are no changes to the Company’s assertion about its permanent reinvestment in undistributed foreign
earnings. The Company recorded $0.1 million and $6.0 million of income tax expense related to foreign withholding
taxes on planned one-time distribution for the years ended December 31, 2020 and 2019, respectively. No
additional deferred taxes have been recorded for any other outside basis differences as these amounts continue to
be indefinitely reinvested in foreign operations. The amounts of undistributed foreign earnings were $810.3 million
and $785.3 million at December 31, 2020 and December 31, 2019, respectively. It is not practicable to calculate the
additional taxes that might be payable on such unremitted earnings due to the variety of circumstances and tax laws
applicable at the time of distribution.
The effect of temporary differences giving rise to deferred tax assets and liabilities at December 31, 2020 and 2019
was as follows:
Deferred tax assets:
Accrued postretirement benefits cost
Accrued pension cost
Other employee benefit accruals
Tax loss and credit carryforwards
Other, net
Valuation allowances
Deferred tax liabilities - principally depreciation and amortization
Net deferred tax (liabilities) assets
2020
2019
$
$
$
15.4 $
57.4
11.0
90.2
46.7
(36.7)
184.0 $
(255.7)
(71.7) $
0.1
55.1
10.9
86.0
46.9
(33.7)
165.3
(261.6)
(96.3)
67
Note 5 - Income Taxes (continued)
The Company has U.S. federal and state tax credit and loss carryforwards with tax benefits totaling $6.7 million,
portions of which will expire in 2021 and continue until 2040. In addition, the Company has loss carryforwards in
various non-U.S. jurisdictions with tax benefits totaling $83.5 million, portions of which will expire in 2021 while
others will be carried forward indefinitely. The Company has provided valuation allowances of $35.9 million against
certain of these carryforwards and $0.8 million against other deferred tax assets. A majority of the non-U.S. loss
carryforwards represent local country net operating losses for branches of the Company or entities treated as
branches of the Company under U.S. tax law for which deferred taxes have been recorded.
As of December 31, 2020, the Company had $45.6 million of total gross unrecognized tax benefits, $39.2 million of
which would favorably impact the Company’s effective income tax rate in any future period if such benefits were
recognized. As of December 31, 2020,
the amount of
unrecognized tax positions could decrease by approximately $8.4 million during the next 12 months. The potential
decrease would be primarily driven by settlements with tax authorities and the expiration of various applicable
statutes of limitation. As of December 31, 2020, the Company had accrued $8.6 million of interest and penalties
related to uncertain tax positions. The Company records interest and penalties related to uncertain tax positions as
a component of income tax expense.
is reasonably possible that
the Company believes it
As of December 31, 2019, the Company had $38.9 million of total gross unrecognized tax benefits, $36.1 million of
which would favorably impact the Company’s effective income tax rate in any future period if such benefits were
recognized. As of December 31, 2019, the Company had accrued $5.0 million of interest and penalties related to
uncertain tax positions. The Company records interest and penalties related to uncertain tax positions as a
component of income tax expense.
As of December 31, 2018, the Company had $26.0 million of total gross unrecognized tax benefits, all of which
would favorably impact
the Company’s effective income tax rate in any future period if such benefits were
recognized. As of December 31, 2018, the Company had accrued $2.5 million of interest and penalties related to
uncertain tax positions. The Company records interest and penalties related to uncertain tax positions as a
component of income tax expense.
The following table reconciles the Company’s total gross unrecognized tax benefits for
December 31, 2020, 2019 and 2018:
the years ended
Beginning balance, January 1
Tax positions related to the current year:
A dditions
Tax positions related to prior years:
Additions
Reductions
Settlements with tax authorities
Lapses in statutes of limitation
Ending balance, December 31
2020
2019
2018
$
38.9 $
26.0 $
14.0
2.2
3.6
0.4
8.7
(1.0)
(0.3)
(2.9)
45.6 $
11.7
(1.1)
(1.2)
(0.1)
38.9 $
17.8
(2.9)
(2.2)
(1.1)
26.0
$
During 2020, gross unrecognized tax benefits increased primarily for additional accruals for uncertain tax positions
related to non-U.S. transfer pricing along with prior year tax matters in multiple jurisdictions related to previous
acquisitions and non-deductible expenses. These increases were partially offset by releases of accrual for lapses in
statutes of limitations.
68
Note 5 - Income Taxes (continued)
During 2019, gross unrecognized tax benefits increased primarily for additional accruals for uncertain tax positions
related to U.S. Tax Reform along with prior year tax matters in multiple jurisdictions related to acquisitions. These
increases were partially offset by settlements with the tax authorities for prior year tax matters related to the
Company’s foreign operations.
During 2018, gross unrecognized tax benefits increased primarily for prior year tax matters in multiple jurisdictions
related to acquisitions. These increases were partially offset by settlements with the tax authorities for prior year tax
matters related to the Company’s international operations.
As of December 31, 2020 the Company is subject to examination by the IRS for tax years 2017 to the present. The
Company also is subject to tax examination in various U.S. state and local tax jurisdictions for tax years 2013 to the
present, as well as various foreign tax jurisdictions, including Mexico, China, Poland, France, Germany and India for
tax years as early as 1999 to the present. The Company’s unrecognized tax benefits were presented on the
Consolidated Balance Sheets as a component of other non-current liabilities and as a reduction to deferred income
taxes.
69
Note 6 - Earnings Per Share
The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share
and diluted earnings per share for the years ended December 31, 2020, 2019 and 2018:
Numerator:
Net income attributable to The Timken Company
Less: undistributed earnings allocated to nonvested stock
Net income available to common shareholders for basic and diluted
earnings per share
Denominator:
Weighted average number of shares outstanding - basic
Effect of dilutive securities:
Stock options and awards - based on the treasury stock
method
Weighted average number of shares outstanding, assuming
dilution of stock options and awards
Basic earnings per share
Diluted earnings per share
2020
2019
2018
284.5 $
362.1 $
—
—
302.8
—
284.5 $
362.1 $
302.8
75,354,280
75,758,123
77,119,602
1,047,086
1,138,442
1,217,879
76,401,366
76,896,565
78,337,481
3.78 $
3.72 $
4.78 $
4.71 $
3.93
3.86
$
$
$
$
The exercise prices for certain stock options that the Company has awarded exceed the average market price of the
Company’s common shares. Such stock options are antidilutive and were not included in the computation of diluted
earnings per share. The antidilutive stock options outstanding were 676,627, 1,016,435 and 1,139,146 during 2020,
2019 and 2018, respectively.
Note 7 - Inventories
The components of inventories at December 31, 2020 and 2019 were as follows:
Manufacturing supplies
Raw materials
Work in process
Finished products
Subtotal
Allowance for surplus and obsolete inventory
Total Inventories, net
2020
2019
$
$
$
34.8 $
99.5
320.3
441.2
895.8 $
(54.5)
841.3 $
34.2
100.0
308.9
439.0
882.1
(40.1)
842.0
Inventories at December 31, 2020 valued on the FIFO cost method were 61% and the remaining 39% were valued
by the LIFO method. If all inventories had been valued at FIFO, inventories would have been $172.1 million and
$168.9 million greater at December 31, 2020 and 2019, respectively. The Company recognized an increase in its
LIFO reserve of $3.2 million during 2020, compared to a decrease in its LIFO reserve of $5.0 million during 2019.
Inventory and the allowance for surplus and obsolete inventory increased from 2019 primarily as a result of recent
acquisitions.
70
Note 8 - Property, Plant and Equipment
The components of property, plant and equipment, net at December 31, 2020 and 2019 were as follows:
Land and buildings
Machinery and equipment
Subtotal
Less: accumulated depreciation
Property, Plant and Equipment, net
2020
2019
535.3 $
2,206.2
2,741.5 $
(1,705.9)
1,035.6 $
510.9
2,093.3
2,604.2
(1,615.0)
989.2
$
$
$
Total depreciation expense was $110.9 million, $103.3 million and $99.2 million in 2020, 2019 and 2018,
respectively.
Note 9 - Goodwill and Other Intangible Assets
Goodwill:
The Company tests goodwill and indefinite-lived intangible assets for impairment at least annually, performing its
annual impairment test as of October 1st. Furthermore, goodwill and indefinite-lived intangible assets are reviewed
for impairment whenever events or changes in circumstances indicate that
the carrying value may not be
recoverable.
The Company reviews goodwill for impairment at the reporting unit level. The Mobile Industries segment has four
reporting units and the Process Industries segment has two reporting units. Changes in the carrying value of
goodwill were as follows:
Year ended December 31, 2020:
Beginning Balance
Acquisitions
Foreign currency translation adjustments
Ending Balance
Mobile
Industries
Process
Industries
Total
$
$
361.3 $
632.4 $
993.7
5.6
17.7
2.8
27.8
8.4
45.5
384.6 $
663.0 $
1,047.6
The $8.4 million addition from acquisitions was the result of measurement period adjustments related to the 2019
acquisitions of BEKA and Diamond Chain bringing total goodwill
these acquisitions.
Approximately $19.0 million of this amount is tax deductible. Refer to Note 2 - Acquisitions for further information.
to $52.6 million for
Year ended December 31, 2019:
Beginning Balance
Acquisitions
Foreign currency translation adjustments and other changes
Ending Balance
Mobile
Industries
Process
Industries
Total
$
$
349.7 $
18.2
(6.6)
361.3 $
610.8 $
27.9
(6.3)
632.4 $
960.5
46.1
(12.9)
993.7
In 2019,
measurement period adjustments of $1.9 million recorded in 2019 for 2018 acquisitions.
the $46.1 million addition resulted from the acquisitions of BEKA and Diamond Chain and the
No material goodwill impairment losses were recorded in 2020, 2019 or 2018.
71
Note 9 - Goodwill and Other Intangible Assets (continued)
Intangible Assets:
The following table displays intangible assets as of December 31, 2020 and 2019:
Gross
Carrying
Amount
2020
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
2019
Accumulated
Amortization
Net
Carrying
Amount
Intangible assets subject
to amortization:
Customer relationships
Technology and know-how
Trade names
Capitalized Software
Other
Intangible assets not
subject to amortization:
Trade names
FAA air agency certificates
Total intangible assets
$
$
$
$
$
532.2 $
277.2
14.2
276.4
4.7
1,104.7 $
(161.9) $
(72.0)
(8.8)
(254.6)
(3.7)
(501.0) $
370.3 $
205.2
5.4
21.8
1.0
603.7 $
510.9 $
265.1
12.7
270.3
13.8
1,072.8 $
(128.8) $
(54.7)
(6.1)
(245.8)
(9.1)
(444.5) $
129.0
8.7
137.7
$
$
129.0 $
8.7
137.7 $
121.5
8.7
130.2
$
$
1,242.4 $
(501.0) $
741.4 $
1,203.0 $
(444.5) $
382.1
210.4
6.6
24.5
4.7
628.3
121.5
8.7
130.2
758.5
There were no intangible assets acquired in 2020.
Intangible assets acquired in 2019 totaled $84.4 million from the
BEKA and Diamond Chain acquisitions. Intangible assets subject to amortization acquired in 2019 were assigned
useful lives of two to 20 years and had a weighted-average amortization period of 18.1 years.
Amortization expense for intangible assets was $56.2 million, $57.3 million and $46.8 million for the years ended
December 31, 2020, 2019 and 2018, respectively. Amortization expense for intangible assets is estimated to be
approximately $54.2 million in 2021, $49.4 million in 2022, $46.2 million in 2023, $44.3 million in 2024 and $43.2
million in 2025.
72
Note 10 - Leasing
The Company enters into operating and finance leases for manufacturing facilities, warehouses, sales offices,
information technology equipment, plant equipment, vehicles and certain other equipment.
Lease expense for the years ended December 31, 2020 and 2019 was as follows:
Operating lease expense
Amortization of right-of-use assets on finance leases
Total lease expense
$
The following tables present the impact of leasing on the Consolidated Balance Sheet.
December 31, 2020
$
December 31, 2019
36.6
1.2
37.8
36.0 $
1.5
37.5 $
Operating Leases
Lease assets:
Operating lease assets
Lease liabilities:
Short-term operating lease liabilities
Long-term operating lease liabilities
Total operating lease liabilities
Finance Leases
Lease assets:
Property, plant and equipment, net
Lease liabilities:
Current portion of long-term debt
Long-term debt
Total finance lease liabilities
December 31, 2020
December 31, 2019
$
$
$
118.2 $
114.1
27.2 $
75.5
102.7 $
28.3
71.3
99.6
December 31, 2020
December 31, 2019
$
$
$
5.3 $
0.8 $
2.9
3.7 $
5.0
0.5
2.9
3.4
Future minimum lease payments under non-cancellable leases at December 31, 2020 were as follows:
Operating Leases
Finance Leases
Year Ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total future minimum lease payments
Less: imputed interest
Total
$
$
$
30.2 $
23.5
16.0
10.5
8.6
24.7
113.5 $
(10.8)
102.7 $
1.5
1.3
0.6
0.3
0.1
—
3.8
(0.1)
3.7
73
Note 10 - Leasing (continued)
The following tables present other information related to leases:
Cash paid for amounts included in the measurement of lease
liabilities:
Operating cash flows from operating leases
Financing cash flows from finance leases
Lease assets added in the period:
Operating leases
Finance leases
Weighted-average remaining lease term:
Operating leases
Finance leases
Weighted-average discount rate:
Operating leases
Finance leases
December 31, 2020
December 31, 2019
$
$
35.7 $
1.2
39.9 $
0.9
35.6
1.6
58.6
2.0
December 31, 2020 December 31, 2019
5.1 years
2.9 years
3.69 %
2.55 %
5.3 years
3.3 years
3.87 %
2.55 %
Note 11 - Financing Arrangements
Short-term debt as of December 31, 2020 and 2019 was as follows:
Variable-rate Accounts Receivable Facility with an interest rate of 0.96% at
December 31, 2020 and of 2.77% at December 31, 2019
Borrowings under lines of credit for certain of the Company’s foreign subsidiaries
with various banks with interest rates ranging from 0.24% to 1.75% at December 31,
2020 and 0.27% to 1.75% at December 31, 2019
Short-term debt
2020
2019
58.0 $
1.8
61.8
119.8 $
15.5
17.3
$
$
The Company has a $100.0 million Accounts Receivable Facility, which matures November 30, 2021. The Company
currently intends to renew or replace the Accounts Receivable Facility prior it its maturity. Under the terms of the
Accounts Receivable Facility, the Company sells, on an ongoing basis, certain domestic trade receivables to Timken
Receivables Corporation, a wholly owned consolidated subsidiary that, in turn, uses the trade receivables to secure
borrowings that are funded through a vehicle that issues commercial paper in the short-term market. Borrowings
under the Accounts Receivable Facility are limited to certain borrowing base limitations. These limitations reduced
the availability of the Accounts Receivable Facility to $83.9 million at December 31, 2020. As of December 31, 2020,
there were outstanding borrowings of $58.0 million under the Accounts Receivable Facility, which reduced the
availability under this facility to $25.9 million. All of the outstanding borrowings under the Accounts Receivable
Facility were classified as short-term due to its upcoming maturity in November of 2021. The cost of this facility,
which is the prevailing commercial paper rate plus facility fees, is considered a financing cost and is included in
interest expense in the Consolidated Statements of Income. The interest rate was 1.0%, 2.8% and 3.2% at
December 31, 2020, 2019 and 2018, respectively.
The lines of credit for certain of the Company’s foreign subsidiaries provide for short-term borrowings up to $277.4
million in the aggregate. Most of these lines of credit are uncommitted. At December 31, 2020, the Company’s
foreign subsidiaries had borrowings outstanding of $61.8 million and guarantees of $0.7 million, which reduced the
aggregate availability under these facilities to $214.9 million. The weighted-average interest rate on these lines of
credit during the year were 0.6%, 0.5% and 0.6% in 2020, 2019 and 2018, respectively. The increase in the
weighted-average interest rate was primarily due to an increase in borrowings in Europe with higher rates. The
weighted-average interest rate on lines of credit outstanding at December 31, 2020 and 2019 was 0.8% and 1.0%,
respectively.
74
Note 11 - Financing Arrangements (continued)
Long-term debt as of December 31, 2020 and 2019 was as follows:
Variable-rate Senior Credit Facility with an average interest rate on U.S. Dollar of 2.01%
and Euro of 1.48% at December 31, 2020 and 2.85% and 1.00%, respectively, at
December 31, 2019
Variable-rate Euro Term Loan(1), matured on September 18, 2020, with an interest rate
of 1.13% at December 31, 2019.
Variable-rate Accounts Receivable Facility, with an interest rate of 2.77% at
December 31, 2019.
Variable-rate Term Loan(1), maturing on September 11, 2023, with an interest rate of
1.63% at December 31, 2020 and of 2.92% at December 31, 2019.
Fixed-rate Senior Unsecured Notes(1), maturing on September 1, 2024, with an interest
rate of 3.875%
Fixed-rate Euro Senior Unsecured Notes(1), maturing on September 7, 2027, with an
interest rate of 2.02%
Fixed-rate Senior Unsecured Notes(1), maturing on December 15, 2028, with an interest
rate of 4.50%
Fixed-rate Medium-Term Notes, Series A(1), maturing at various dates through May
2028, with interest rates ranging from 6.74% to 7.76%
Fixed-rate Bank Loan, maturing on June 30, 2033, with an interest rate of 2.15%
Other
Total debt
Less current maturities
Long-term debt
(1) Net of discount and fees
2020
2019
$
9.7 $
132.7
—
—
54.4
98.2
329.6
338.5
349.0
348.5
182.9
167.7
396.5
396.1
154.7
18.8
3.6
154.6
18.0
4.1
$
$
1,444.8 $
1,712.8
10.9
64.7
1,433.9 $
1,648.1
The Company entered into the Senior Credit Facility on June 25, 2019. The Senior Credit Facility amends and
restates the Company's previous credit agreement, dated as of June 19, 2015. The Senior Credit Facility is a
$650.0 million unsecured revolving credit facility, which matures on June 25, 2024. At December 31, 2020, the
Company had $9.7 million of outstanding borrowings under the Senior Credit Facility, which reduced the availability
under this facility to $640.3 million. The Senior Credit Facility has two financial covenants: a consolidated leverage
ratio and a consolidated interest coverage ratio. On May 27, 2020, the Senior Credit Facility was amended to,
among other things, effectively increase the limit with respect to the consolidated leverage ratio. As amended, the
consolidated leverage ratio is calculated using a net debt construct, netting unrestricted cash in excess of
$25 million, instead of total debt. This change to the consolidated leverage ratio calculation is effective through June
30, 2021, after which the calculation of the consolidated leverage ratio under the Senior Credit Facility will revert
back to using a total debt construct.
On November 1, 2019, the Company assumed certain fixed-rate debt of €16 million associated with the BEKA
acquisition that matures on June 30, 2033.
On September 11, 2018, the Company entered into the $350 million 2023 Term Loan. Proceeds from the 2023 Term
Loan were used to fund the acquisitions of Cone Drive and Rollon, which closed on September 1, 2018 and
September 18, 2018, respectively. On July 12, 2019, the Company amended the 2023 Term Loan agreement to,
among other things, align covenants and other terms with the Senior Credit Facility. On May 27, 2020, the 2023
Term Loan agreement was further amended to align the calculation of the consolidated leverage ratio and other
terms with the Senior Credit Facility.
On September 18, 2017, the Company entered into the 2020 Term Loan, that matured on September 18, 2020.
Upon the final payment during the third quarter of 2020, the Company fully repaid the 2020 Term Loan.
At December 31, 2020, the Company was in full compliance with all applicable covenants on its outstanding debt.
75
Note 11 - Financing Arrangements (continued)
The maturities of
December 31, 2020 are as follows:
long-term debt (including $3.7 million of
finance leases) for the five years subsequent
to
Year
2021
2022
2023
2024
2025
Thereafter
$
10.9
10.2
10.2
304.5
360.0
749.0
Interest paid was $65.2 million in 2020, $67.4 million in 2019 and $42.5 million in 2018. This differs from interest
expense due to the timing of payments, the amortization of deferred financing fees and interest capitalized of $1.5
million in 2020, $1.1 million in 2019 and $0.4 million in 2018.
Note 12 - Contingencies
The Company and certain of its subsidiaries have been identified as potentially responsible parties for investigation
and remediation under the CERCLA, known as the Superfund, or similar state laws with respect to certain sites.
Claims for investigation and remediation have been asserted against numerous other entities, which are believed to
be financially solvent and are expected to fulfill their proportionate share of the obligation.
the United States Environmental Protection Agency (“USEPA”) sent Lovejoy,
On December 28, 2004,
Inc.
("Lovejoy") a Special Notice Letter that identified Lovejoy as a potentially responsible party, together with at least 14
other companies, at the Ellsworth Industrial Park Site in Downers Grove, DuPage County, Illinois (the “Site”). The
Company acquired Lovejoy in 2016. Lovejoy’s Downers Grove property is situated within the Ellsworth Industrial
Complex. The USEPA and the Illinois Environmental Protection Agency (“IEPA”) allege there have been one or
more releases or threatened releases of hazardous substances, allegedly including, but not limited to, a release or
threatened release on or from Lovejoy's property, at the Site. The relief sought by the USEPA and IEPA includes
further investigation and potential remediation of the Site and reimbursement of response costs. Lovejoy’s allocated
share of past and future costs related to the Site, including for investigation and/or remediation, could be significant.
All previously pending property damage and personal injury lawsuits against Lovejoy related to the Site have been
settled or dismissed.
The Company had total environmental accruals of $5.3 million and $5.2 million for various known environmental
matters that are probable and reasonably estimable as of December 31, 2020 and 2019, respectively, which
includes the Lovejoy matter discussed above. These accruals were recorded based upon the best estimate of costs
to be incurred in light of the progress made in determining the magnitude of remediation costs, the timing and extent
of remedial actions required by governmental authorities and the amount of the Company’s liability in proportion to
other responsible parties.
Product Warranties:
In addition to the contingencies above, the Company provides limited warranties on certain products. The product
warranty liability included in other current liabilities on the Consolidated Balance Sheets for 2020 and 2019 was $9.4
million and $7.5 million, respectively. The increase in the liability during 2020 primarily relates to accruals that are
based on the best estimate of costs for future claims based on products sold that are still under warranty. The
estimate of these accruals is based on historical claims, expected trends and course of dealing experience that
continue to mature. Any significant change to these assumptions may be material to the results of operations in any
particular period in which that change occurs.
76
Note 13 - Stock Compensation
Under its long-term incentive plan, the Company’s common shares have been made available for grant, at the
discretion of the Compensation Committee of the Board of Directors, to officers and key employees in the form of
stock option awards. Stock option awards typically have a ten-year term and generally vest in 25% increments
annually beginning on the first anniversary of the date of grant.
During 2020, 2019 and 2018, the Company recognized stock-based compensation expense of $3.6 million ($2.7
million after tax or $0.04 per diluted share), $4.9 million ($3.7 million after tax or $0.05 per diluted share) and $4.8
million ($3.7 million after tax or $0.05 per diluted share), respectively, for stock option awards.
Beginning in 2020, the Company discontinued the use of nonqualified stock options. As such, there were no stock
option awards granted in 2020. The fair value of stock option awards granted in 2019 and 2018 was estimated at
the date of grant using a Black-Scholes option-pricing method with the following assumptions:
Weighted-average fair value per option
Risk-free interest rate
Dividend yield
Expected stock volatility
Expected life - years
$
2019
9.58
2.46%
2.52%
28.29%
5
2018
10.29
$
2.62%
2.30%
27.78%
5
Historical information was the primary basis for the selection of the expected dividend yield, expected volatility and
the expected lives of the options. The dividend yield was calculated based upon the last dividend prior to the grant
compared to the trailing 12 months' daily stock prices. The risk-free interest rate was based upon yields of U.S. zero
coupon issues with a term equal to the expected life of the option being valued.
A summary of stock option award activity for the year ended December 31, 2020 is presented below:
Number of
Shares
Weighted-
average Exercise
Price
Weighted-
average
Remaining
Contractual Term
Aggregate
Intrinsic Value
(millions)
Outstanding - beginning of year
Exercised
Canceled of expired
Outstanding - end of year
Options expected to vest
Options exercisable
2,913,272 $
(956,258)
(52,265)
1,904,749 $
1,904,749
1,259,075
40.10
39.07
43.27
40.53
40.53
38.94
7 years $
7 years
6 years
70.1
70.1
48.4
The total intrinsic value of stock option awards exercised during the years ended December 31, 2020, 2019 and
2018 was $20.7 million, $13.4 million and $6.7 million, respectively. Net cash proceeds from the exercise of stock
option awards were $37.4 million, $27.5 million and $12.8 million, respectively.
In addition to stock option awards, the Company has granted performance-based restricted stock units, time-based
restricted stock units and deferred shares under its long-term incentive plan. A summary of those awards granted in
2020 is presented below:
Performance-based restricted stock units
Time-based restricted stock units
Deferred shares
Expected to
be Settled in
Equity
Expected to
be Settled in
Cash
Total Awards
Granted
442,371
204,550
5,000
11,251
4,480
—
453,622
209,030
5,000
77
Note 13 - Stock Compensation (continued)
Performance-based restricted stock units are calculated and awarded based on the achievement of specified
performance objectives and cliff vest three years from the date of grant. Time-based restricted stock units generally
vest in 25% increments annually beginning on the first anniversary of the grant. Deferred shares generally cliff vest
five years from the date of grant. For time-based restricted stock units that are expected to settle in cash, the
Company had $1.0 million and $1.1 million accrued in salaries, wages and benefits as of December 31, 2020 and
2019, respectively, on the Consolidated Balance Sheets.
A summary of stock award activity, including performance-based restricted stock units, time-based restricted stock
units and deferred shares that will settle in common shares for the year ended December 31, 2020 is as follows:
Outstanding - beginning of year
Granted - new awards
Vested
Canceled or expired
Outstanding - end of year
Number of Shares
Weighted-average
Grant Date Fair Value
43.13
50.05
43.76
47.97
1,106,386 $
651,921
(557,590)
(75,245)
1,125,472 $
46.50
As of December 31, 2020, a total of 1,125,472 stock awards have been awarded that have not yet vested. The
Company distributed shares totaling 557,590 in 2020, 539,396 in 2019 and 290,287 in 2018 due to the vesting of
stock awards. The grant date fair value of these vested shares was $24.4 million, $17.3 million and $11.8 million,
respectively. The Company recognized compensation expense of $19.6 million, $22.3 million and $27.5 million for
the years ended December 31, 2020, 2019 and 2018, respectively, relating to performance-based restricted stock
units, time-based restricted stock units, deferred shares and restricted shares.
As of December 31, 2020, the Company had unrecognized compensation expense of $22.5 million related to stock
options and stock awards, which is expected to be recognized over a total weighted-average period of two years.
There were 7.8 million shares available for future grants for all plans at December 31, 2020.
78
Note 14 - Impairment and Restructuring Charges
Impairment and restructuring charges by segment were as follows:
Year ended December 31, 2020:
Impairment charges
Severance expense and related benefit costs
Exit costs
Total
Year ended December 31, 2019:
Impairment charges
Severance expense and related benefit costs
Exit costs
Total
Year ended December 31, 2018:
Impairment charges
Severance expense and related benefit costs
Exit costs
Total
Mobile
Industries
Process
Industries
Unallocated
Corporate
Total
0.2 $
8.2
0.6
9.0 $
0.2 $
11.0
0.6
11.8 $
— $
0.4
—
0.4 $
0.4
19.6
1.2
21.2
Mobile
Industries
Process
Industries
Unallocated
Corporate
Total
1.8 $
1.6
0.2
3.6 $
0.8 $
0.9
1.0
2.7 $
— $
0.5
—
0.5 $
Mobile
Industries
Process
Industries
Unallocated
Corporate
Total
— $
1.1
0.3
1.4 $
1.3 $
0.3
0.3
1.9 $
— $
1.6
—
1.6 $
2.6
3.0
1.2
6.8
1.3
3.0
0.6
4.9
$
$
$
$
$
$
The following discussion explains the major impairment and restructuring charges recorded for the periods
presented; however, it is not intended to reflect a comprehensive discussion of all amounts in the tables above.
COVID-19 Pandemic Cost Reduction Initiatives:
During 2020, the Company recorded $12.0 million in severance and related benefit costs to eliminate approximately
200 salaried positions to align current employment levels with customer demand. Of the $12.0 million charge,
$5.8 million related to the Mobile Industries segment, $5.8 million related to the Process Industries segment and
$0.4 million related to Unallocated Corporate.
Mobile Industries:
On October 16, 2019, the Company announced the reorganization of its bearing plant in Gaffney, South Carolina.
The Company transferred its high-volume bearing production and roller production to other Timken manufacturing
facilities in the U.S. The transfer of these operations was substantially completed by the end of the third quarter of
2020 and is expected to affect approximately 150 employees. The Company expected to incur approximately
$8 million to $10 million of pretax costs in total related to this reorganization. During 2020 and 2019, the Company
recognized severance and related benefits of $0.3 million and $1.3 million, respectively, and exit costs of
$0.4 million and $0.1 million, respectively, related to this reorganization. The Company has incurred cumulative
pretax costs related to this reorganization of $7.5 million as of December 31, 2020, including rationalization costs
recorded in cost of products sold.
79
Note 14 - Impairment and Restructuring Charges (continued)
Process Industries:
On February 4, 2020, the Company announced the closure of its chain plant in Indianapolis, Indiana. This plant was
part of
the Diamond Chain acquisition completed on April 1, 2019. The Company will be transferring the
manufacturing of its Diamond Chain product line to its chain facility in Fulton, Illinois. The chain plant is expected to
close by the end of the fourth quarter of 2021 and is expected to affect approximately 240 employees. The
Company expects to hire approximately 130 full-time positions in Fulton, Illinois and expects to incur approximately
$10 million to $12 million of expenses related to this closure. During 2020, the Company recorded severance and
related benefit costs of $3.1 million related to this closure. The Company has incurred cumulative pretax costs
related to this closure of $6.0 million as of December 31, 2020, including rationalization costs recorded in cost of
products sold.
On September 3, 2020, the Company announced the reorganization of its bearing plant in Canton, Ohio. The
Company will be transferring production for certain product lines to other Timken locations in order to streamline
resources and better align capacity with demand. The transfer of these operations is expected to occur by early
2021 and is expected to affect approximately 40 employees. The Company expects to incur approximately
$2.0 million to $2.5 million of pretax costs related to this reorganization. During 2020, the Company recognized
severance and related benefits of $1.1 million related to this reorganization. The Company has incurred cumulative
pretax costs related to this reorganization of $1.2 million as of December 31, 2020, including rationalization costs
recorded in cost of products sold.
Consolidated Restructuring Accrual:
The following is a rollforward of the consolidated restructuring accrual for the years ended December 31, 2020 and
2019:
Beginning balance, January 1
Expense
Payments
Ending balance, December 31
2020
2019
$
$
2.7 $
20.8
(15.5)
8.0 $
2.7
4.2
(4.2)
2.7
The restructuring accrual at December 31, 2020 and 2019 is included in other current liabilities on the Consolidated
Balance Sheets.
80
Note 15 - Retirement Benefit Plans
The Company and its subsidiaries sponsor a number of defined benefit pension plans, which cover eligible
employees, including certain employees in foreign countries. These plans generally are noncontributory. Pension
benefits earned generally are based on years of service and compensation during active employment. The cash
contributions and payments for the Company’s defined benefit pension plans were $17.9 million, $35.4 million and
$11.3 million in 2020, 2019 and 2018, respectively. The 2019 contributions and payments include a $24 million
payout of deferred compensation to a former executive officer of the Company.
The following tables summarize the net periodic benefit cost information and the related assumptions used to
measure the net periodic benefit cost for the years ended December 31:
Components of net periodic benefit
cost:
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
Recognition of net actuarial (gains)
losses
Curtailment losses (gains)
Net periodic benefit cost
Assumptions
U.S. Plans:
Discount rate
Future compensation assumption
Expected long-term return on plan assets
International Plans:
Discount rate
Future compensation assumption
Expected long-term return on plan assets
U.S. Plans
2019
2018
2020
International Plans
2019
2018
2020
$
10.7 $
10.7 $
12.6 $
1.8 $
1.5 $
21.0
(25.3)
1.6
(3.9)
0.9
23.5
(25.8)
1.6
(3.5)
—
24.0
(29.3)
1.7
30.0
(10.2)
5.5
(8.7)
0.2
20.1
—
7.3
(10.2)
0.2
17.4
—
$
5.0 $
6.5 $
28.8 $
18.9 $
16.2 $
1.7
7.2
(11.6)
0.1
8.8
—
6.2
2020
2019
2018
3.04% to 3.55%
3.67% to 4.43%
3.75% to 3.94%
2.50 %
2.50 %
2.50 %
4.50% to 6.25%
5.35% to 6.25%
5.75% to 6.50%
0.75% to 9.00% 1.50% to 11.00%
1.25% to 9.00%
2.00% to 8.20%
2.00% to 8.23%
2.00% to 8.00%
1.75% to 9.00%
2.50% to 9.00%
2.50% to 9.00%
The following table summarizes assumptions used to measure the benefit obligation for the defined benefit pension
plans at December 31:
Assumptions
U.S. Plans:
Discount rate
Future compensation assumption
International Plans:
Discount rate
Future compensation assumption
2020
2019
2.71% to 2.91%
3.04% to 3.55%
2.50 %
2.50 %
0.25% to 7.75%
0.75 %
1.90% to 8.18%
2.00% to 8.20%
81
Note 15 - Retirement Benefit Plans (continued)
The Company recognized actuarial losses of $16.2 million during 2020 primarily due to the impact of a net reduction
in the discount rate used to measure its defined benefit pension obligations of $88.0 million and the impact of
experience losses of $16.9 million, partially offset by higher than expected returns on plan assets of $84.3 million
and other changes in valuation assumptions of $4.4 million. The impact of the net reduction in the discount rate
used to measure the Company's defined benefit pension obligations was primarily driven by 66 basis point
reduction in the weighted-average discount rate used to measure its U.S. plan obligations, which decreased from
3.50% in 2019 to 2.84% in 2020.
The Company recognized actuarial losses of $13.9 million during 2019 primarily due to the impact of a net reduction
in the discount rate used to measure its defined benefit pension obligations of $100.9 million and the impact of
experience losses and other changes in valuation assumptions of $3.1 million, partially offset by higher than
expected returns on plan assets of $90.1 million. The impact of the net reduction in the discount rate used to
measure the Company's defined benefit pension obligations was primarily driven by a 86 basis point reduction in the
weighted-average discount rate used to measure its U.S. plan obligations, which decreased from 4.36% in 2018 to
3.50% in 2019.
The Company recognized actuarial losses of $38.8 million during 2018 primarily due to lower than expected returns
on plan assets of $83.4 million driven by negative returns on fixed income investments, which were offset by the
increase in discount rates used to measure its defined benefit pension obligations of $62.4 million. The impact of
experience losses and other changes in valuation assumptions resulted in losses of approximately $17.8 million.
The discount rate used to measure the U.S. plan obligations increased by 56 basis points from 3.80% during 2017
compared to 4.36% in 2018.
During the fourth quarter of 2018, the Company's Board of Directors approved the freezing of the benefits for two of
the Company's U.S. defined benefit pension plans, effective December 31, 2022. In conjunction with this action, the
Company recognized a curtailment gain of $10.2 million in 2018.
For expense purposes in 2020, the Company applied a weighted-average discount rate of 3.5% to its U.S. defined
benefit pension plans. For expense purposes in 2021, the Company will apply a weighted-average discount rate of
2.84% to its U.S. defined benefit pension plans.
For expense purposes in 2020, the Company applied a weighted-average expected rate of return of 5.22% for the
Company’s U.S. pension plan assets. For expense purposes in 2021, the Company will apply a weighted-average
expected rate of return on plan assets of 4.69%.
82
Note 15 - Retirement Benefit Plans (continued)
The following tables set forth the change in benefit obligation, change in plan assets, funded status and amounts
recognized on the Consolidated Balance Sheets for the defined benefit pension plans as of December 31, 2020 and
2019:
Change in benefit obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Plan amendments
Actuarial losses
International plan exchange rate change
Curtailments
Benefits paid
Acquisitions
Benefit obligation at end of year
Change in plan assets:
Fair value of plan assets at beginning of year
Actual return on plan assets
Company contributions / payments
International plan exchange rate change
Benefits paid
Fair value of plan assets at end of year
Funded status at end of year
Amounts recognized on the Consolidated Balance Sheets:
Non-current assets
Current liabilities
Non-current liabilities
Amounts recognized in accumulated other comprehensive loss:
Net prior service cost
Accumulated other comprehensive loss
Changes in prior service cost recognized in accumulated other
comprehensive loss:
Accumulated other comprehensive loss at beginning of year
Prior service cost
Recognized prior service cost
Loss recognized due to curtailment
Foreign currency impact
U.S. Plans
International Plans
2020
2019
2020
2019
$
634.7 $
586.6 $
328.8 $
300.3
10.7
21.0
0.1
56.6
—
0.3
10.7
23.5
—
74.9
—
—
1.8
5.5
—
43.9
14.1
—
(60.3)
(61.0)
(14.4)
—
—
—
1.5
7.3
—
29.1
7.6
—
(17.4)
0.4
$
663.1 $
634.7 $
379.7 $
328.8
U.S. Plans
International Plans
2020
2019
2020
2019
$
520.2 $
448.3 $
274.7 $
85.8
7.6
—
(60.3)
553.3
104.2
28.7
—
(61.0)
520.2
32.5
10.3
9.7
(14.4)
312.8
(109.8) $
(114.5) $
(66.9) $
1.8 $
— $
0.2 $
(14.2)
(97.4)
(5.4)
(109.1)
(1.5)
(65.6)
(109.8) $
(114.5) $
(66.9) $
2.7 $
2.7 $
4.8 $
4.8 $
3.9 $
3.9 $
3.9
3.9
4.8 $
6.4 $
3.9 $
0.1
(1.6)
(0.6)
—
—
(1.6)
—
—
—
(0.2)
—
0.2
254.6
21.9
6.7
8.9
(17.4)
274.7
(54.1)
3.4
(1.5)
(56.0)
(54.1)
4.0
—
(0.2)
—
0.1
3.9
$
$
$
$
$
$
Total recognized in accumulated other comprehensive loss
at December 31
$
2.7 $
4.8 $
3.9 $
83
Note 15 - Retirement Benefit Plans (continued)
The presentation in the above tables for amounts recognized in accumulated other comprehensive loss on the
Consolidated Balance Sheets is before the effect of income taxes.
Defined benefit pension plans in the U.S. represent 64% of the benefit obligation and 64% of the fair value of plan
assets as of December 31, 2020.
Certain of the Company’s defined benefit pension plans were overfunded as of December 31, 2020. As a result,
$2.0 million and $3.4 million at December 31, 2020 and 2019, respectively, are included in non-current pension
assets on the Consolidated Balance Sheets. The current portion of accrued pension benefits, which was included in
salaries, wages and benefits on the Consolidated Balance Sheets, was $15.7 million and $6.9 million at
December 31, 2020 and 2019, respectively. The increase in the current portion of accrued pension benefits relates
to the expected 2021 deferred compensation payment to a former executive officer of the Company. In 2020, the
current portion of accrued pension benefits relates to unfunded plans and represents the actuarial present value of
expected payments related to the plans to be made over the next 12 months.
The accumulated benefit obligation at December 31, 2020 exceeded the market value of plan assets for several of
the Company’s pension plans. For these plans, the projected benefit obligation was $521.2 million, the accumulated
benefit obligation was $515.9 million and the fair value of plan assets was $343.4 million at December 31, 2020.
The total accumulated benefit obligation for all plans was $1,026.3 million and $942.0 million at December 31, 2020
and 2019, respectively.
Investment performance increased the value of the Company’s pension assets by 16.5% in 2020.
As of December 31, 2020, 2019 and 2018, the Company’s defined benefit pension plans did not directly hold any of
the Company’s common shares.
Plan Assets:
The Company’s target allocation for pension plan assets, as well as the actual pension plan asset allocations as of
December 31, 2020 and 2019, was as follows:
Asset Category
Equity securities
Fixed income securities
Other investments
Total
Current Target
Allocation
18% to
70% to
24%
82%
2% to
4%
Percentage of Pension Plan
Assets at December 31,
2019
2020
22%
75%
3%
100%
21%
74%
5%
100%
The Company recognizes its overall responsibility to ensure that the assets of its various defined benefit pension
plans are managed effectively and prudently and in compliance with its policy guidelines and all applicable laws.
Preservation of capital
is important; however, the Company also recognizes that appropriate levels of risk are
necessary to allow its investment managers to achieve satisfactory long-term results consistent with the objectives
and the fiduciary character of the pension funds. Asset allocations are established in a manner consistent with
projected plan liabilities, benefit payments and expected rates of return for various asset classes, and are reviewed
regularly by management. The expected rate of return for the investment portfolio is based on expected rates of
return for various asset classes, as well as historical asset class and fund performance.
84
Note 15 - Retirement Benefit Plans (continued)
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date (exit price). The FASB provides accounting rules
that classify the inputs used to measure fair value into the following hierarchy:
Level 1 -
Level 2 -
Unadjusted quoted prices in active markets for identical assets or liabilities.
Unadjusted quoted prices in active markets for similar assets or liabilities, or
unadjusted quoted prices for identical or similar assets or liabilities in markets
that are not active, or inputs other than quoted prices that are observable for
the asset or liability.
Level 3 -
Unobservable inputs for the asset or liability.
The following table presents the fair value hierarchy for those investments of the Company’s pension assets
measured at fair value on a recurring basis:
Assets:
Cash and cash equivalents
Government and agency securities
Corporate bonds - investment grade
Equity securities - U.S. companies
Common collective funds - fixed income
Mutual funds - fixed income
Mutual funds - international equity
Mutual funds - domestic equity
Mutual funds - other assets
Investments measured at net asset value:
Cash and cash equivalents
Equity securities - international companies
Common collective funds - domestic equities
Common collective funds - international equities
Common collective funds - fixed income
Common collective funds - diversified growth
Limited partnerships
Real estate partnerships
Other liability-driven investments
Other assets
Total Assets
December 31, 2020
December 31, 2019
Level 1 Level 2 Level 3
Total
Level 1 Level 2 Level 3
Total
$
37.1 $
— $
— $
37.1 $
17.1 $
— $
— $
17.1
45.1
—
—
44.5
55.4
60.4
—
—
3.0
99.5
—
—
—
—
—
—
—
—
—
—
—
—
—
—
48.1
99.5
—
44.5
55.4
60.4
—
—
35.8
—
0.1
42.0
66.9
36.0
3.2
1.4
3.0
79.5
—
—
—
—
—
—
—
—
—
—
—
—
—
—
38.8
79.5
0.1
42.0
66.9
36.0
3.2
1.4
$ 242.5 $ 102.5 $
— $ 345.0 $ 202.5 $
82.5 $
— $ 285.0
$
—
0.3
63.2
42.6
203.8
20.1
13.2
7.7
144.4
25.8
$
0.2
1.0
76.3
31.9
202.5
17.9
18.7
11.2
128.2
22.0
$ 866.1
$ 794.9
International
$231.8 million as of December 31, 2019, respectively.
investments measured at net asset value totaled $265.0 million as of December 31, 2020 and
85
Note 15 - Retirement Benefit Plans (continued)
Cash and cash equivalents are valued at redemption value. Government and agency securities are valued at the
closing price reported in the active market in which the individual securities are traded. Certain corporate bonds are
valued at the closing price reported in the active market in which the bond is traded. Equity securities (both common
and preferred stock) are valued at the closing price reported in the active market in which the individual security is
traded. Common collective funds are valued based on a net asset value per share. Mutual funds classified as Level
1 assets include investments in fixed income and international equities. These investments are comprised of
securities listed on exchange, market, or automated quotation systems,
for which active, quoted prices are
available. Mutual funds are valued based on a net asset value per share for shares held at year end, as determined
by the closing price reported on the active market on which the individual securities are traded, or a pricing vendor
or the fund family if an active market is not available. Asset-backed securities are valued based on quoted prices for
similar assets in active markets. When such prices are unavailable, the plan trustee determines a valuation from
the market maker dealing in the particular security.
invest primarily in private equity, venture capital and
Limited partnerships include investments in funds that
distressed debt. Limited partnerships are valued based on the ownership interest in the net asset value of the
investment, which is used as a practical expedient to fair value, per the underlying investment fund, which is based
upon the general partner's own assumptions about the assumptions a market participant would use in pricing the
assets and liabilities of the partnership. Real estate investments include funds that invest in companies that
primarily invest in commercial and residential properties, commercial mortgage-backed securities, debt and equity
securities of real estate operating companies, and real estate investment trusts. Other real estate investments are
valued based on the ownership interest in the net asset value of the investment, which is used as a practical
expedient to fair value per the underlying investment fund, which is based on appraised values and current
transaction prices.
Other liability-driven investments mainly include investments in index-linked open-end swap funds. These funds
invest in cash held deposits that reflect the index-linked deferred annuity with payment terms of specific years linked
to UK inflation measures. The underlying assets in this investment are valued daily.
Common collective funds - diversified growth investments are pooled funds that invest in a multiple underlying asset
classes, such as equities, fixed income, commodities, alternative investments, and cash in an effort to achieve
returns on investment through capital appreciation and income. The underlying assets in this investment are valued
daily.
Cash Flows:
Employer Contributions to Defined Benefit Plans
2019
2020
2021 (estimated)
$
Estimated future benefit payments, including estimated lump sum distributions, are expected to be as follows:
Benefit Payments
2021
2022
2023
2024
2025
2026-2030
$
35.4
17.9
16.0
98
74
72
64
62
270
86
Note 15 - Retirement Benefit Plans (continued)
Employee Savings Plans:
The Company sponsors defined contribution retirement and savings plans covering substantially all employees in
the United States and employees at certain non-U.S. locations. The Company made contributions to its defined
contribution plans of $27.1 million, $27.9 million and $23.7 million in 2020, 2019 and 2018, respectively. Effective
January 1, 2019, the primary U.S. Company sponsored defined contribution plan no longer allows contributions to
be made to the Company stock fund to align with industry trends to remove investments in company stock as an
option in a company sponsored defined contribution plan. All participants in this plan are required to transfer
remaining funds in the Company stock fund to other fund options by December 31, 2022. At December 31, 2020,
the plans held 1,095,124 of the Company’s common shares with a fair value of $84.7 million. The Company paid
dividends totaling $1.5 million, $2.3 million and $2.9 million in 2020, 2019 and 2018, respectively, to plans to be
disbursed to participant accounts holding the Company’s common shares.
87
Note 16 - Other Postretirement Benefit Plans
The Company and its subsidiaries sponsor several funded and unfunded postretirement plans that provide health
care and life insurance benefits for eligible retirees and dependents. Depending on retirement date and employee
classification, certain health care plans contain contribution and cost-sharing features such as deductibles,
coinsurance and limitations on employer-provided subsidies. The remaining health care and life insurance plans are
noncontributory.
The following tables summarize the net periodic benefit cost information and the related assumptions used to
measure the net periodic benefit cost for the years ended December 31:
Components of net periodic benefit (credit) cost:
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service credit
Recognition of net actuarial losses (gains)
Net periodic benefit (credit) cost
Assumptions:
Discount rate
Rate of return
2020
2019
2018
$
$
0.2 $
2.1
(0.4)
(9.8)
1.4
(6.5) $
0.2 $
5.9
(3.2)
(5.4)
(18.0)
(20.5) $
0.2
7.6
(3.7)
(1.7)
(16.7)
(14.3)
2020
2019
2018
3.43 % 3.48% to 4.30%
3.00 %
4.85 %
3.57 %
4.50 %
The following table summarizes assumptions used to measure the benefit obligation for the other postretirement
benefit plans at December 31:
Assumptions:
Discount rate
2020
2019
2.62 %
3.43 %
The Company recognized actuarial losses of $1.4 million during 2020 primarily due to the impact of an 81 basis
point decrease in the discount rate used to measure the Company's defined benefit postretirement obligations,
which decreased from 3.43% in 2019 to 2.62% in 2020. The decrease in the discount rate resulted in a $3.9 million
loss. This actuarial loss was partially offset by actuarial gains of $2.0 million due to the impact of a reduction in the
rate for Medicare Advantage plans, $0.4 million due to higher than expected returns on plans assets and
$0.1 million due to changes in other actuarial assumptions.
The Company recognized actuarial gains of $18.0 million during 2019 primarily due to the impact of a reduction in
the rates for Medicare Advantage plans of $22.7 million. The change in the contractual rates for Medicare
Advantage plans was due to a law change that repealed the tax on health care insurers after 2020.
In addition to
the change in rates on Medicare Advantage plans, the Company recognized actuarial gains of $3.6 million due to
higher than expected returns on plan assets and $5.2 million due to changes in other actuarial assumptions. These
actuarial gains were partially offset by an 87 basis point decrease in the discount rate used to measure the
Company's defined benefit postretirement obligations, which decreased from 4.30% to 3.43%. The decrease in the
discount rate resulted in a $13.5 million loss.
During July 2019, the Company announced changes to the medical plan offerings for certain of its postretirement
impact the benefits provided to certain retirees. This plan
benefit plans, effective January 1, 2020, which will
amendment resulted in a $92.8 million reduction in its postretirement benefit obligations and a corresponding pretax
adjustment to accumulated other comprehensive loss. Starting with the three months ended September 30, 2019,
the pretax adjustment of $92.8 million will be amortized from accumulated other comprehensive loss into net
periodic benefit cost (as a benefit) until 2031.
88
Note 16 - Other Postretirement Benefit Plans (continued)
The Company recognized actuarial gains of $16.7 million during 2018 primarily due to the impact of a 73 basis point
increase in the discount rate used to measure the Company's defined benefit postretirement obligations, which
increased from 3.57% in 2017 to 4.30% in 2018, and due to a number of participants opting out of coverage from
the plans in response to a financial incentive program offered to eligible participants of the Company's retiree health
and life insurance plans. The Company recognized actuarial gains of $10.6 million as a result of the increase in the
discount rate and $10.4 million as a result of the impact of the opt-out program. These actuarial gains were partially
offset by lower than expected returns on plan assets of $4.0 million and by the impact of experience losses and
other changes in valuation assumptions of $0.3 million.
The discount rate assumption is based on current rates of high-quality long-term corporate bonds over the same
period that benefit payments will be required to be made. The expected rate of return on plan assets assumption is
based on the weighted-average expected return on the various asset classes in the plans’ portfolio. The asset class
return is developed using historical asset return performance as well as current market conditions such as inflation,
interest rates and equity market performance.
For expense purposes in 2020, the Company applied a discount rate of 3.43% to its other postretirement benefit
plans. For expense purposes in 2021, the Company will apply a discount rate of 2.62% to its other postretirement
benefit plans.
For expense purposes in 2020, the Company applied an expected rate of return of 3.00% to the VEBA trust assets.
The following tables set forth the change in benefit obligation, change in plan assets, funded status and amounts
recognized on the Consolidated Balance Sheets of the other postretirement benefit plans as of December 31, 2020
and 2019:
Change in benefit obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Plan amendments
Actuarial losses (gains)
International plan exchange rate change
Benefits paid
Acquisitions
Benefit obligation at end of year
Change in plan assets:
Fair value of plan assets at beginning of year
Company contributions / payments
Transfer to VEBA trust for certain active employees' medical benefits
Return on plan assets
Benefits paid
Fair value of plan assets at end of year
Funded status at end of year
2020
2019
$
63.4 $
186.9
0.2
2.1
(3.1)
1.8
—
(6.8)
—
57.6 $
64.4 $
2.7
(50.0)
0.8
(6.8)
11.1
(46.5) $
0.2
5.9
(92.8)
(14.4)
0.2
(22.7)
0.1
63.4
72.3
8.0
—
6.8
(22.7)
64.4
1.0
$
$
$
89
Note 16 - Other Postretirement Benefit Plans (continued)
Amounts recognized on the Consolidated Balance Sheets:
Non-current assets
Current liabilities
Non-current liabilities
Amounts recognized in accumulated other comprehensive income:
Net prior service credit
Accumulated other comprehensive income
Changes to prior service credit recognized in accumulated other comprehensive
(income) loss:
Accumulated other comprehensive income at beginning of year
Prior service credit
Recognized prior service credit
Total recognized in accumulated other comprehensive income at December 31
2020
2019
$
$
$
$
$
$
— $
(5.2)
(41.3)
(46.5) $
(91.5) $
(91.5) $
(98.2) $
(3.1)
9.8
(91.5) $
36.6
(3.8)
(31.8)
1.0
(98.2)
(98.2)
(10.8)
(92.8)
5.4
(98.2)
The presentation in the above tables for amounts recognized in accumulated other comprehensive (income) loss on
the Consolidated Balance Sheets is before the effect of income taxes.
The current portion of accrued postretirement benefits, which was included in salaries, wages and benefits on the
Consolidated Balance Sheets, was $5.2 million and $3.8 million at December 31, 2020 and 2019, respectively. In
2021, the current portion of accrued postretirement benefits related to unfunded plans and represented the actuarial
present value of expected payments related to the plans to be made over the next 12 months.
For measurement purposes, the Company assumed a weighted-average annual rate of increase in the per capita
cost (health care cost trend rate) for medical benefits of 5.5% for 2021, declining gradually to 5.0% in 2023 and
thereafter for medical and prescription drug benefits. For Medicare Advantage benefits, actual contract rates have
been set for 2021 and 2022, and are assumed to increase by 7.25% for 2022, declining gradually to 5.0% in 2031
and thereafter.
The assumed health care cost trend rate may have a significant effect on the amounts reported. A one percentage
point increase in the assumed health care cost trend rate would have increased the 2020 total service and interest
cost components by $0.1 million and would have increased the postretirement benefit obligation by $1.8 million. A
one percentage point decrease would provide corresponding reductions of $0.1 million and $1.6 million,
respectively.
Plan Assets:
The Company’s target allocation for the VEBA trust assets, as well as the actual VEBA trust asset allocation as of
December 31, 2020 and 2019, was as follows:
Asset Category
Equity securities
Fixed income securities
Total
Current Target
Allocation
Percentage of VEBA Assets
at December 31,
—
100%
2020
—%
100%
100%
2019
18%
82%
100%
90
Note 16 - Other Postretirement Benefit Plans (continued)
is important; however, the Company also recognizes that appropriate levels of risk are
Preservation of capital
necessary to allow its investment managers to achieve satisfactory long-term results consistent with the objectives
and the fiduciary character of the postretirement funds. Asset allocations are established in a manner consistent
with projected plan liabilities, benefit payments and expected rates of return for various asset classes. The expected
rate of return for the investment portfolio is based on expected rates of return for various asset classes, as well as
historical asset class and fund performance.
The following table presents those investments of the Company’s VEBA trust assets as of December 31, 2020 and
2019, respectively:
Assets:
Cash and cash equivalents
Mutual fund - fixed income
Total Assets
Assets:
Cash and cash equivalents
Common collective fund - U.S. equities
Common collective fund - international equities
Common collective fund - fixed income
Total Assets
Balance at December 31, 2020
NAV
Level 1
Level 2
Level 3
0.5 $
—
0.5 $
— $
10.6
10.6 $
— $
—
— $
Balance at December 31, 2019
NAV
Level 1
Level 2
Level 3
9.4 $
— $
— $
7.4
4.2
43.4
—
—
—
—
—
—
64.4 $
— $
— $
—
—
—
—
—
—
—
—
$
$
$
$
Cash and cash equivalents are valued at redemption value. Common collective funds are valued based on a net
asset value per share, which is used as a practical expedient to fair value. When such prices are unavailable, the
plan trustee determines a valuation from the market maker dealing in the particular security. Mutual funds are
valued at the closing priced reported in the active market in which the individual funds are traded.
In January 2020, the Company established a second VEBA trust for certain active employees’ medical benefits.
The Company transferred $50 million from the existing VEBA trust to fund the second VEBA trust. The $50 million
that was transferred was primarily classified as other current assets based on the portfolio of the assets in the trust.
The Company utilized all of the assets of the trust in 2020 for the payment of certain active employees’ medical
benefits.
In January 2021, the Company transferred the remaining $11.1 million in the existing VEBA trust to the
second VEBA trust.
Cash Flows:
The Company did not make any employer contributions to the VEBA in 2020 and 2019. The Company does not
expect to make any employer contributions in 2021.
Estimated future benefit payments to be funded by the Company are expected to be as follows:
2021
2022
2023
2024
2025
2026-2030
91
$
Future
Benefit
Payments
5
5
5
4
4
18
Note 17 - Accumulated Other Comprehensive Income (Loss)
The following tables present details about components of accumulated other comprehensive (loss) income for the
years ended December 31, 2020 and December 31, 2019, respectively:
Balance at December 31, 2019
Other comprehensive income (loss) before reclassifications and
income taxes
Amounts reclassified from accumulated other comprehensive
(loss) income, before income tax
Income tax benefit
Net current period other comprehensive income (loss), net of
income taxes
Noncontrolling interest
Net current period comprehensive income (loss), net of income
taxes and noncontrolling interest
Balance at December 31, 2020
Foreign
currency
translation
adjustments
Pension and
postretirement
liability
adjustments
Change in fair
value of
derivative
financial
instruments
Total
$
(115.3) $
66.9 $
(1.7) $
(50.1)
92.7
—
—
92.7
4.6
2.8
(7.4)
1.1
(3.5)
—
(1.2)
(2.3)
1.1
(2.4)
—
97.3
(18.0) $
$
(3.5)
63.4 $
(2.4)
(4.1) $
Foreign
currency
translation
adjustments
Pension and
postretirement
liability
adjustments
Change in fair
value of
derivative
financial
instruments
Total
94.3
(9.7)
2.2
86.8
4.6
91.4
41.3
Balance at December 31, 2018
$
(95.6) $
— $
0.3 $
(95.3)
Other comprehensive income (loss) before reclassifications and
income taxes
Amounts reclassified from accumulated other comprehensive
(loss) income, before income tax
Income tax (expense) benefit
Net current period other comprehensive income (loss), net of
income taxes
Noncontrolling interest
Net current period comprehensive income (loss), net of income
taxes and noncontrolling interest
(19.9)
92.7
—
—
(19.9)
0.2
(19.7)
(3.6)
(22.2)
66.9
—
66.9
Balance at December 31, 2019
$
(115.3) $
66.9 $
1.2
(3.8)
0.6
(2.0)
—
(2.0)
(1.7) $
74.0
(7.4)
(21.6)
45.0
0.2
45.2
(50.1)
Other comprehensive income (loss) before reclassifications and income taxes includes the effect of
currency.
foreign
92
Note 18 - Fair Value
The following tables present the fair value hierarchy for those assets and liabilities on the Consolidated Balance
Sheets measured at fair value on a recurring basis as of December 31, 2020 and 2019:
Assets:
Cash and cash equivalents
Restricted cash
Short-term investments
Foreign currency hedges
Total Assets
Liabilities:
Foreign currency hedges
Total Liabilities
Total
December 31, 2020
Level 2
Level 1
Level 3
$
$
$
$
320.3 $
0.8
37.6
1.1
359.8 $
318.6 $
0.8
—
—
319.4 $
8.1 $
8.1 $
— $
— $
1.7 $
—
37.6
1.1
40.4 $
8.1 $
8.1 $
December 31, 2019
Total
Level 1
Level 2
Level 3
Assets:
Cash and cash equivalents
Cash and cash equivalents measured at net
asset value
Restricted cash
Short-term investments
Short-term investments measured at net asset value
Foreign currency hedges
Total Assets
Liabilities:
Foreign currency hedges
Total Liabilities
$
160.7 $
158.2 $
2.5 $
48.8
6.7
25.7
0.1
7.6
6.7
—
—
—
25.7
7.6
$
$
$
249.6 $
164.9 $
35.8 $
1.4 $
1.4 $
— $
— $
1.4 $
1.4 $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Cash and cash equivalents are highly liquid investments with maturities of three months or less when purchased
and are valued at redemption value. Short-term investments are investments with maturities between four months
and one year, and generally are valued at amortized cost, which approximates fair value A portion of the cash and
cash equivalents and short-term investments are valued based on net asset value. The Company uses publicly
available foreign currency forward and spot rates to measure the fair value of its foreign currency forward contracts.
Additionally, the Company remeasures certain assets to fair value, using Level 3 measurements, as a result of the
occurrence of triggering events such as purchase accounting for acquisitions. See Note 2 - Acquisitions for further
discussion.
The Company does not believe it has significant concentrations of risk associated with the counterparts to its
financial instruments.
No material assets were measured at fair value on a nonrecurring basis during the years ended December 31, 2020
and 2019.
93
Note 18 - Fair Value (continued)
Financial Instruments:
The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, net
accounts receivable, trade accounts payable, short-term borrowings and long-term debt. Due to their short-term
nature,
trade
the carrying value of cash and cash equivalents, short-term investments, accounts receivable,
accounts payable, and short-term borrowings are a reasonable estimate of their fair value. Due to the nature of fair
value calculations for variable-rate debt, the carrying value of the Company's long-term variable-rate debt is a
reasonable estimate of its fair value. The fair value of the Company’s long-term fixed-rate debt, based on quoted
market prices, was $1,220.7 million and $1,185.8 million at December 31, 2020 and 2019, respectively. The carrying
value of this debt was $1,103.2 million and $1,086.5 million at December 31, 2020 and 2019, respectively. The fair
value of long-term fixed-rate debt was measured using Level 2 inputs.
Note 19 - Derivative Instruments
The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by
using derivative instruments are foreign currency exchange rate risk and interest rate risk. Forward contracts on
various foreign currencies are entered into in order to manage the foreign currency exchange rate risk associated
with certain of the Company's commitments denominated in foreign currencies. From time to time, interest rate
swaps are used to manage interest rate risk associated with the Company’s fixed, and floating-rate borrowings.
The Company designates certain foreign currency forward contracts as cash flow hedges of forecasted revenues
and certain interest rate hedges as cash flow hedges of fixed-rate borrowings.
On September 8, 2020, the Company entered into a $100 million floating-to-fixed rate swap on the 2023 Term Loan,
which hedges the change in the 1-month LIBOR rate October 30, 2020 through September 11, 2023 to a fixed rate.
The Company’s risk management objective is to hedge the risk of changes in the monthly interest expense
attributable to changes in the benchmark interest rate.
On September 15, 2020, the Company designated €54.5 million of its €150.0 million fixed-rate senior unsecured
notes, maturing on September 07, 2027 (the "2027 Notes") as a hedge against its net investment in one of its
European affiliates. The objective of the hedge transaction is to protect the net investment in the foreign operations
against changes in the exchange rate between the U.S. dollar and the Euro. The net impact for the twelve months
ended December 31, 2020 was to record a loss of $2.0 million to accumulated comprehensive loss with a
corresponding offset to other (expense) income, which partially offsets the impact of the foreign currency adjustment
on the 2027 Notes.
The Company does not purchase or hold any derivative financial
instruments for trading purposes. As of
December 31, 2020 and 2019, the Company had $173.2 million and $295.7 million, respectively, of outstanding
foreign currency forward contracts at notional value. Refer to Note 18 - Fair Value for the fair value disclosure of
derivative financial instruments.
Cash Flow Hedging Strategy:
For certain derivative instruments that are designated and qualify as cash flow hedges (i.e., hedging the exposure to
variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or
loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into
earnings in the same line item associated with the forecasted transaction and in the same period or periods during
which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of
the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffective
portion), or hedge components excluded from the assessment of effectiveness, are recognized in the Consolidated
Statement of Income during the current period.
94
Note 19 - Derivative Instruments (continued)
To protect against a reduction in the value of forecasted foreign currency cash flows resulting from export sales, the
Company has instituted a foreign currency cash flow hedging program. The Company hedges portions of its
forecasted cash flows denominated in foreign currencies with forward contracts. When the dollar strengthens
significantly against foreign currencies, the decline in the present value of future foreign currency revenue is offset
by gains in the fair value of the forward contracts designated as hedges. Conversely, when the dollar weakens, the
increase in the present value of future foreign currency cash flows is offset by losses in the fair value of the forward
contracts. As of December 31, 2020 and 2019, the Company had $86.9 million and $87.9 million, respectively, of
outstanding foreign currency forward contracts at notional value that were classified as cash flow hedges.
The maximum length of time over which the Company hedges it exposure to the variability in future cash flows for
forecast transactions is generally eighteen months or less.
Derivative Instruments not designated as Hedging Instruments:
For derivative instruments that are not designated as hedging instruments, the instruments are typically forward
contracts. In general, the practice is to reduce volatility by selectively hedging transaction exposures including
intercompany loans, accounts payable and accounts receivable. Intercompany loans between entities with different
functional currencies typically are hedged with a forward contract at the inception of loan with a maturity date at the
maturity of the loan. The revaluation of these contracts, as well as the revaluation of the underlying balance sheet
items, is recorded directly to the income statement so the adjustment generally offsets the revaluation of the
underlying balance sheet items to protect cash payments and reduce income statement volatility.
As of December 31, 2020 and 2019, the Company had $86.2 million and $207.8 million, respectively, of outstanding
foreign currency forward contracts at notional value that were not designated as hedging instruments. The following
table presents the impact of derivative instruments not designated as hedging instruments for the years ended
December 31, 2020, 2019 and 2018, and the related location within the Consolidated Statements of Income.
Derivatives not designated as
hedging instruments
Location of gain or (loss)
recognized in income
2020
2019
2018
Foreign currency forward contracts Other income (expense), net $
(3.7) $
5.9 $
5.1
Amount of gain or (loss)
recognized in income
Year Ended December 31,
Note 20 - Research and Development
The Company leverages its technical knowledge, research expertise, and production and engineering capabilities
across all of its products and end markets to deliver high-performance products and services to its customers. Costs
included in "Research and Development Expense" primarily relate to new product innovation. Costs included in
"Engineering Expense" primarily relate to the technological enhancement of existing products and services as we
align with our customers evolving needs. Expenditures may fluctuate from year-to-year depending on special
projects and needs.
Expenditures as a percentage of sales
Research and Development Expense
Engineering Expense
Total
Year Ended December 31,
2019
2018
2020
1.2 %
1.0 %
2.2 %
1.1 %
1.3 %
2.4 %
1.0 %
1.3 %
2.3 %
95
Note 21 - Quarterly Financial Data
(Unaudited)
Net sales
Gross profit
Selling, general and administrative expenses
Impairment and restructuring charges
Net income (1)
Net income attributable to noncontrolling interests
Net income attributable to The Timken Company
Net income per share - Basic:
Net income per share - Diluted:
Dividends per share
Net sales
Gross profit
Selling, general and administrative expenses
Impairment and restructuring charges
Net income (2)
Net income attributable to noncontrolling interests
Net income attributable to The Timken Company
Net income per share - Basic:
Net income per share - Diluted:
Dividends per share
1st
2nd
2020
3rd
4th
Total
$
923.4 $
803.5 $
894.6 $
891.7 $
3,513.2
278.9
153.6
3.6
84.0
3.3
80.7
1.07 $
1.06 $
0.28 $
230.3
111.8
3.1
61.8
(0.1)
61.9
0.82 $
0.82 $
0.28 $
263.7
132.7
12.0
91.3
2.5
88.8
237.0
135.7
2.5
55.3
2.2
53.1
1.18 $
1.16 $
0.28 $
0.70 $
0.69 $
0.29 $
1,009.9
533.8
21.2
292.4
7.9
284.5
3.78
3.72
1.13
1st
2nd
2019
3rd
4th
Total
979.7 $
1,000.0 $
914.0 $
896.2 $
3,789.9
302.6
152.7
—
95.3
3.4
91.9
305.7
158.7
1.9
94.9
2.4
92.5
277.5
148.0
1.6
66.7
2.5
64.2
256.0
159.2
3.3
117.8
4.3
113.5
1.21 $
1.19 $
0.28 $
1.22 $
1.20 $
0.28 $
0.85 $
0.84 $
0.28 $
1.51 $
1.48 $
0.28 $
1,141.8
618.6
6.8
374.7
12.6
362.1
4.78
4.71
1.12
$
$
$
$
$
$
$
Earnings per share are computed independently for each of the quarters presented; therefore, the sum of the
quarterly earnings per share may not equal the total computed for the year.
(1) Net income for the second quarter of 2020 included net actuarial losses of $8.8 million. Net income for the
third quarter of 2020 included net actuarial gains of $11.9 million and impairment and restructuring charges
of $12.0 million. Net income for the fourth quarter of 2020 included net actuarial losses of $21.6 million.
(2) Net income for the third quarter of 2019 included net actuarial losses of $16.9 million, Net income for the
fourth quarter of 2019 included the reversal of tax valuation allowances of $44.5 million and net actuarial
gains of $21.1 million.
96
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of The Timken Company and subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Timken Company and subsidiaries (the
Company) as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive
income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2020,
and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred
to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in
all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework) and our report dated February 16, 2021 expressed an unqualified
opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of
the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which they relate.
97
Description of the Matter
How We Addressed the
Matter in Our Audit
Pension and other postretirement benefit obligations
At December 31, 2020, the Company’s aggregate defined benefit pension and other
postretirement benefit obligation was $1,100.4 million and exceeded the fair value of
defined benefit pension and other postretirement plan assets of $877.2 million,
resulting in an unfunded defined benefit pension and other postretirement benefit
obligation of $223.2 million. As explained in Note 1, Significant Accounting Policies,
Note 15, Retirement Benefit Plans, and Note 16, Other Postretirement Benefit Plans,
to the consolidated financial statements, the Company recognizes actuarial gains
and losses immediately through net periodic benefit cost upon the annual
remeasurement in the fourth quarter, or on an interim basis if specific events trigger a
remeasurement, through updating the estimates used to measure the defined benefit
pension and other postretirement benefit obligation and plan assets to reflect the
actual return on plan assets and updated actuarial assumptions.
Auditing the pension and other postretirement benefit obligations is complex and
required the involvement of specialists due to the highly judgmental nature of certain
of the actuarial assumptions (e.g., discount rate) used in the measurement process.
These assumptions had a significant effect on the projected benefit obligation and
net periodic benefit costs recognized.
We obtained an understanding, evaluated the design and tested the operating
effectiveness of controls over the Company’s accounting for the measurement of
pension and other postretirement obligations. For example, we tested controls over
management’s review of the defined benefit pension and other postretirement benefit
obligation calculations,
the relevant data inputs and the significant actuarial
assumptions used in the calculations.
To test the defined benefit pension and other postretirement benefit obligation, our
audit procedures included, among others, evaluating the methodology used, the
significant actuarial assumptions discussed above, and the underlying data used by
the Company. We compared the actuarial assumptions used by management to
historical trends and evaluated the change in the defined benefit pension and other
postretirement benefit obligation from prior year due to the change in service cost,
interest cost, plan amendments, actuarial
losses (gains), benefits paid and other
to assist with our
activities.
procedures. For example, we evaluated management’s methodology for determining
the discount rate that reflects the maturity and duration of the benefit payments and
is used to measure the defined benefit pension and other postretirement benefit
this assessment, we compared the
obligation.
projected cash flows to prior year and compared the current year benefits paid to the
prior year projected cash flows. We also tested the completeness and accuracy of
the underlying data, including the participant data used in the determination of the
projected benefit obligation.
In addition, we involved an actuarial specialist
In certain instances, as part of
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1910.
Cleveland, Ohio
February 16, 2021
98
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, the Company’s management carried out
an evaluation, under the supervision and with the participation of the Company’s principal executive officer and
principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and
procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, the principal executive officer
and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of
the end of the period covered by this Annual Report on Form 10-K.
There have been no changes during the Company’s fourth quarter of 2020 in the Company’s internal control over
financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
Report of Management on Internal Control Over Financial Reporting
The management of The Timken Company is responsible for establishing and maintaining adequate internal control
over financial reporting for the Company. Timken’s internal control system is designed to provide reasonable
assurance regarding the preparation and fair presentation of published financial statements. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Timken management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2020. In making this assessment, it used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO"). Based on this assessment under COSO’s “Internal Control-
Integrated Framework,” management believes that, as of December 31, 2020, Timken’s internal control over
financial reporting is effective.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 has been
audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is
presented in this Annual Report on Form 10-K.
99
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of The Timken Company and subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited The Timken Company and subsidiaries’ internal control over financial reporting as of December
31, 2020, based on criteria established in Internal Control— Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The
Timken Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, and the
related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of
the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule
listed in the Index at Item 15(a)(2) of the Company and our report dated February 16, 2021 expressed an
unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report
of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ Ernst & Young LLP
Cleveland, Ohio
February 16, 2021
100
Item 9B. Other Information
Not applicable.
PART III.
Item 10. Directors, Executive Officers and Corporate Governance
Required information is set forth under the captions "Nominees" and “Delinquent Section 16(a) Reports” in the proxy
statement filed in connection with the annual meeting of shareholders to be held on or about May 7, 2021 (the
"Proxy Statement"), and is incorporated herein by reference. Information regarding the executive officers of the
registrant
Information regarding the Company’s Audit Committee and its Audit
Committee Financial Experts is set forth under the caption “Audit Committee” in the Proxy Statement, and is
incorporated herein by reference.
is included in Part
I hereof.
The General Policies and Procedures of the Board of Directors of the Company and the charters of its Audit
Committee, Compensation Committee and Nominating and Corporate Governance Committee are also available on
the Company’s website at www.timken.com/about/governance-documents and are available to any shareholder
upon request to the Vice President, General Counsel and Secretary. The information on the Company’s website is
not incorporated by reference into this Annual Report on Form 10-K.
The Company has adopted a code of ethics that applies to all of its employees, including its principal executive
officer, principal financial officer and principal accounting officer, as well as its directors. The Company’s code of
ethics, The Timken Company Standards of Business Ethics Policy, is available on its website at www.timken.com/
about/governance-documents. The Company intends to disclose any amendment to, or waiver from, its code of
ethics by posting such amendment or waiver, as applicable, on its website.
Item 11. Executive Compensation
Required information is set forth under the captions “Compensation Discussion and Analysis,” “2020 Summary
Compensation Table,” “2020 Grants of Plan-Based Awards,” “Outstanding Equity Awards at 2020 Year-End,” “2020
Option Exercises and Stock Vested,” “2020 Pension Benefits Table,” “2020 Nonqualified Deferred Compensation,”
“Compensation
“Potential Payments Upon Termination or Change in Control,”
Committee,” and “Compensation Committee Report” in the Proxy Statement, and is incorporated herein by
reference.
“Director Compensation,”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
Required information, including with respect to institutional
investors owning more than 5% of the Company’s
common shares, is set forth under the caption “Beneficial Ownership of Common Shares” in the Proxy Statement,
and is incorporated herein by reference.
Required information is set forth under the caption “Equity Compensation Plan Information” in the Proxy Statement,
and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Required information is set forth under the captions "Nominees," "Independence Determinations" and "Related
Party Transactions Approval Policy" in the Proxy Statement, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Required information regarding fees paid to and services provided by the Company’s independent auditor during
the years ended December 31, 2020 and 2019 and the pre-approval policies and procedures of
the Audit
Committee of the Company’s Board of Directors is set forth under the caption “Auditor” in the Proxy Statement, and
is incorporated herein by reference.
101
PART IV.
Item 15. Exhibits and 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
(3.1) Amended Articles of Incorporation of Registrant, (effective May 7, 2013) were filed on July 31, 2013 with Form
10-Q (Commission File No. 1-1169) and are incorporated herein by reference.
(3.2) Amended Regulations of the Registrant adopted on May 10, 2016, were filed on July 28, 2016 with Form 10-Q
(Commission File No. 1-1169) and are incorporated herein by reference.
(4.1)
(4.2)
Fourth Amended and Restated Credit Agreement, dated as of June 25, 2019, among The Timken Company,
Bank of America, N.A. and KeyBank National Association, as Co-Administrative Agent, and the Lenders party
thereto, was filed on June 25, 2019 with Form 8-K (Commission File No. 1-1169) and is incorporated herein by
reference.
First Amendment to Credit Agreement, dated as of May 27, 2020, among the Timken Company, Bank of
America, N.A. and KeyBank National Association, as Co-Administrative Agents, KeyBank National Association
as Paying Agent, L/C Issuer and Swing Line Lender, and the other lenders party thereto was filed on May 27,
2020 with Form 8-K (Commission File No. 1-1169) and is incorporated herein by reference.*
(4.3) Credit Agreement, dated as of September 11, 2018, among The Timken Company, KeyBank National
Association, as Administrative Agent, and the Lenders party thereto, was filed on September 14, 2018 with
Form 8-K (Commission File No. 1-1169) and is incorporated herein by reference.
(4.4)
First Amendment to Credit Agreement, dated as of July 12, 2019, among The Timken Company, KeyBank
National Association, as Administrative Agent, and the Lenders party thereto was filed on July 12, 2019 with
Form 8-K (Commission File No. 1-1169) and is incorporated herein by reference.
(4.5) Second Amendment to Credit Agreement, dated as of May 27, 2020, among The Timken Company KeyBank
National Association, as Administrative Agent, and the other lenders party thereto was filed on May 27, 2020
with Form 8-K (Commission File No. 1-1169) and is incorporated herein by reference.*
(4.6)
(4.7)
(4.8)
(4.9)
(4.10)
First Supplemental Indenture, dated as of July 24, 1996, by and between The Timken Company and Mellon
Bank, N.A. was filed on November 13, 1996 with Form 10-Q (Commission File No. 1-1169) and is incorporated
herein by reference.
Indenture, dated as of February 18, 2003, between The Timken Company and The Bank of New York, as
Trustee, providing for Issuance of Notes in Series was filed on March 27, 2003 with Form 10-K (Commission
File No. 1-1169) and is incorporated herein by reference.
Indenture, dated as of August 20, 2014, by and between The Timken Company and The Bank of New York
Mellon Trust Company, N.A., was filed on August 20, 2014 with Form 8-K (Commission File No. 1-1169) and is
incorporated herein by reference.
Indenture, dated as of September 6, 2018, by and between The Timken Company and The Bank of New York
Mellon Trust Company, N.A., as Trustee, was filed on September 6, 2018 with Form 8-K (Commission File No.
1-1169) and is incorporated herein by reference.
First Supplemental Indenture, dated as of September 6, 2018, by and between The Timken Company and The
Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note), was filed on September 6,
2018 with Form 8-K (Commission File No. 1-1169) and is incorporated herein by reference.
(4.11) Description of The Timken Company Common Shares was filed on February 14, 2020 with Form 10-K
(Commission File No. 1-1169) and is incorporated herein by reference.
The Company is also a party to agreements with respect to other long-term debt in total amount less than 10%
of the Registrant's consolidated total assets. The Registrant agrees to furnish a copy of such agreements upon
request.*
102
Management Contracts and Compensation Plans
(10.1)
(10.2)
(10.3)
(10.4)
(10.5)
(10.6)
(10.7)
The Timken Company 1996 Deferred Compensation Plan for officers and other key employees, amended and
restated effective as of January 1, 2019 was filed on May 1, 2019 with Form 10-Q (Commission File No.
1-1169) and is incorporated herein by reference.
The Timken Company Director Deferred Compensation Plan, amended and restated effective December 31,
2008, was filed on February 25, 2010 with Form 10-K (Commission File No. 1-1169) and is incorporated herein
by reference.
Form of The Timken Company 1996 Deferred Compensation Plan Election Agreement, amended and restated
as of January 1, 2008, was filed on February 25, 2010 with Form 10-K (Commission File No. 1-1169) and is
incorporated herein by reference.
Form of The Timken Company Director Deferred Compensation Plan Election Agreement, amended and
restated as of January 1, 2008, was filed on February 25, 2010 with Form 10-K (Commission File No. 1-1169)
and is incorporated herein by reference.
The Timken Company Long-Term Incentive Plan for directors, officers and other key employees as amended
and restated as of February 5, 2008 and approved by the shareholders on May 1, 2008 was filed on March 18,
2008 as Appendix A to the Registrant's Definitive Proxy Statement on Schedule 14A (Commission File No.
1-1169) and is incorporated herein by reference.
The Timken Company 2011 Long-Term Incentive Plan, as amended and restated as of February 13, 2015 for
directors, officers and other key employees as approved by the shareholders on May 7, 2015 was filed on
March 27, 2015 with Definitive Proxy Statement on Schedule 14A (Commission File No. 1-1169) and is
incorporated herein by reference.
The Timken Company 2019 Equity and Incentive Compensation Plan for directors, officers and other key
employees as approved by the shareholders on May 10, 2019 was filed on March 22, 2019 as Appendix B to
Definitive Proxy Statement on Schedule 14A (Commission File No. 1-1169) and is incorporated herein by
reference.
(10.8) Amended and Restated Supplemental Pension Plan of The Timken Company, amended and restated effective
as of January 1, 2011, was filed on February 17, 2012 with Form 10-K (Commission File No. 1-1169) and is
incorporated herein by reference.
(10.9) Amended and Restated Supplemental Pension Plan of The Timken Company, effective as of June 30, 2014,
was filed on October 30, 2018 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by
reference.
(10.10) Amendment No. 1 to the Amended and Restated Supplemental Pension Plan of The Timken Company,
effective as of June 30, 2014, was filed on October 30, 2018 with Form 10-Q (Commission File No. 1-1169)
and is incorporated herein by reference.
(10.11) Amended and Restated Supplemental Pension Plan of The Timken Company, effective as of October 1, 2018,
was filed on October 30, 2018 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by
reference.
(10.12)
(10.13)
(10.14)
The Timken Company Senior Executive Management Performance Plan, as amended and restated as of
February 13, 2015 and approved by shareholders on May 7, 2015, was filed on March 27, 2015 with Definitive
Proxy Statement on Schedule 14A (Commission File No. 1-1169) and is incorporated herein by reference.
The Timken Company Short-Term Incentive Plan Global Plan Document for officers and other key employees,
effective as of January 1, 2020 and pursuant to The Timken Company 2019 Equity and Incentive
Compensation Plan, as amended and adopted on November 13, 2020 and is attached hereto as Exhibit 10.1.
Form of Severance Agreement (for Executive Officers appointed on or after November 12, 2015), as adopted
on November 12, 2015, was filed on February 24, 2016 with Form 10-K (Commission File No. 1-1169) and is
incorporated herein by reference.
(10.15)
Form of Severance Agreement as adopted on December 9, 2010 was filed on February 22, 2011 with Form
10-K (Commission File No. 1-1169) and is incorporated herein by reference.
(10.16) Severance Agreement with Andreas Roellgen, dated as of July 18, 2016, was filed on July 31, 2019 with Form
10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
(10.17)
Form of Indemnification Agreement for Directors was filed on February 14, 2020 with Form 10-K (Commission
File No. 1-1169) and is incorporated herein by reference.
(10.18)
Form of Indemnification Agreement for Executive Officers was filed on February 14, 2020 with Form 10-K
(Commission File No. 1-1169) and is incorporated herein by reference.
(10.19)
(10.20)
Form of Amended and Restated Employee Excess Benefits Agreement entered into with certain Executive
Officers and certain key employees of the Company, was filed on February 26, 2009 with Form 10-K
(Commission File No. 1-1169) and is incorporated herein by reference
Form of Amended and Restated Employee Excess Benefits Agreement entered into with the Chief Executive
Officer, was filed on February 26, 2009 with Form 10-K (Commission File No. 1-1169) and is incorporated
herein by reference.
103
(10.21)
Form of Employee Excess Benefits Agreement, entered into with all Executive Officers after January 1, 2011,
was filed on August 4, 2011 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by
reference.
(10.22) Amendment No. 1 to the Employee Excess Benefits Agreement, dated January 1, 2011, entered into with
Richard G. Kyle, approved as of November 8, 2018 was filed on February 15, 2019 with Form 10-K
(Commission File No. 1-1169) and is incorporated herein by reference.
(10.23)
(10.24)
Form of Amendment No. 1 to The Amended and Restated Employee Excess Benefit Agreement, entered into
with certain Executive Officers and certain key employees of the Company, was filed on September 2, 2009
with Form 8-K (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Amendment No. 1 to The Amended and Restated Employee Excess Benefits Agreement with all
Executive Officers after January 1, 2011 and Form of Amendment No. 2 to the Amended and Restated Excess
Benefits Agreement with certain Executive Officers and certain key employees of the Company, as adopted
December 8, 2011, was filed on February 17, 2012 with Form 10-K (Commission File No. 1-1169) and is
incorporated herein by reference.
(10.25) Amendment No. 2 to the Amended and Restated Employee Excess Benefits Agreement, dated December 17,
2008, entered into with Christopher A. Coughlin, approved as of November 8, 2018 was filed on February 15,
2019 with Form 10-K (Commission File No. 1-1169) and is incorporated herein by reference.
(10.26) Amendment No. 3 to the Amended and Restated Employee Excess Benefits Agreement, dated December 18,
2008, entered into with Philip D. Fracassa, approved as of November 8, 2018 was filed on February 15, 2019
with Form 10-K (Commission File No. 1-1169) and is incorporated herein by reference
(10.27)
(10.28)
(10.29)
(10.30)
(10.31)
(10.32)
(10.33)
(10.34)
(10.35)
(10.36)
(10.37)
(10.38)
(10.39)
(10.40)
(10.41)
Form of Amendment No. 1 to The Amended and Restated Employee Excess Benefits Agreement entered into
with the Chief Executive Officer, as adopted December 8, 2011, was filed on February 17, 2012 with Form 10-
K (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Amendment No. 2 to The Amended and Restated Employee Excess Benefits Agreement entered into
with the Chief Executive Officer, as adopted December 8, 2011, was filed on February 17, 2012 with Form 10-
K (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement for transferable options for Officers, as adopted on August 12,
2015, was filed on February 24, 2016 with Form 10-K (Commission File No. 1-1169) and is incorporated herein
by reference.
Form of Nonqualified Stock Option Agreement for Officers, as adopted on December 10, 2009, was filed on
February 25, 2010 with Form 10-K (Commission File No. 1-1169), and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement for transferable options for Officers, as adopted on December 8,
2011, was filed on February 17, 2012 with Form 10-K (Commission File No. 1-1169) and is incorporated herein
by reference.
Form of Nonqualified Stock Option Agreement for non-transferable options for Non-Officer Employees, as
adopted on December 8, 2011, was filed on February 17, 2012 with Form 10-K (Commission File No. 1-1169)
and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement, as adopted on February 8, 2018, was filed on May 1, 2018 with
Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement (U.S), as adopted on September 24, 2018, was filed on October
30, 2018 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement (Non-U.S), as adopted on September 24, 2018, was filed on
October 30, 2018 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement (U.S.), as adopted February 7, 2019 and pursuant to the
Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-Q (Commission File
No. 1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement (non-U.S.), as adopted February 7, 2019 and pursuant to the
Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-Q (Commission File
No. 1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement (U.S., retirement age 62), as adopted February 7, 2019 and
pursuant to the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-Q
(Commission File No. 1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement (non-U.S., retirement age 62), as adopted February 7, 2019 and
pursuant to the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-Q
(Commission File No. 1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement (U.S.) as adopted February 7, 2019 and to be granted pursuant
to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed on May 1, 2019 with Form
10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement (non-U.S.) as adopted February 7, 2019 and to be granted
pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed on May 1, 2019
with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
104
(10.42)
(10.43)
(10.44)
(10.45)
(10.46)
(10.47)
(10.48)
(10.49)
(10.50)
(10.51)
(10.52)
(10.53)
(10.54)
(10.55)
(10.56)
(10.57)
(10.58)
(10.59)
(10.60)
(10.61)
(10.62)
Form of Nonqualified Stock Option Agreement (U.S., retirement age 62), as adopted February 7, 2019 and to
be granted pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed on May
1, 2019 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement (non-U.S., retirement age 62), as adopted February 7, 2019 and
to be granted pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed on
May 1, 2019 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Restricted Share Agreement for Non-Employee Directors (ratable vesting over five years), as adopted
on August 12, 2015, was filed on February 24, 2016 with Form 10-K (Commission File No. 1-1169) and is
incorporated herein by reference.
Form of Restricted Share Agreement for Non-Employee Directors (one year vesting), as adopted on February
12, 2015, was filed on February 24, 2016 with Form 10-K (Commission File No. 1-1169) and is incorporated
herein by reference.
Form of Deferred Shares Agreement (five year cliff vesting) entered into with employees after January 1, 2012,
as adopted on December 8, 2011, was filed on February 17, 2012 with Form 10-K (Commission File No.
1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (five year cliff vesting) entered into with employees after August 12, 2015,
as adopted on August 12, 2015, was filed on February 24, 2016 with Form 10-K (Commission File No. 1-1169)
and is incorporated herein by reference.
Form of Deferred Shares Agreement (three year cliff vesting) entered into with employees after November 12,
2015, as adopted on November 12, 2015, was filed on February 24, 2016 with Form 10-K (Commission File
No. 1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (three year cliff vesting), as adopted on February 8, 2018, was filed on
May 1, 2018 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (five year cliff vesting), as adopted on February 8, 2018, was filed on May
1, 2018 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (three year cliff vesting), as adopted on September 24, 2018, was filed on
October 30, 2018 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (five year cliff vesting), as adopted on September 24, 2018, was filed on
October 30, 2018 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (three year cliff vesting), as adopted February 7, 2019 and pursuant to
the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-Q (Commission
File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (five year cliff vesting), as adopted February 7, 2019 and pursuant to the
Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-Q (Commission File
No. 1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (three year cliff vesting, retirement age 62), as adopted February 7, 2019
and pursuant to the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-
Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (five year cliff vesting, retirement age 62), as adopted February 7, 2019
and pursuant to the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-
Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Share Equivalents Agreement (three year cliff vesting), as adopted February 7, 2019 and
pursuant to the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-Q
(Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Share Equivalents Agreement five year cliff vesting), as adopted February 7, 2019 and
pursuant to the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-Q
(Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Share Equivalents Agreement (three year cliff vesting, retirement age 62), as adopted
February 7, 2019 and pursuant to the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1,
2019 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Share Equivalents Agreement (five year cliff vesting, retirement age 62), as adopted
February 7, 2019 and pursuant to the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1,
2019 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (three year cliff vesting), as adopted February 7, 2019 and to be granted
pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed on May 1, 2019
with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (five year cliff vesting), as adopted February 7, 2019 and to be granted
pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed on May 1, 2019
with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
105
(10.63)
(10.64)
(10.65)
(10.66)
(10.67)
(10.68)
Form of Deferred Shares Agreement (three year cliff vesting, retirement age 62), as adopted February 7, 2019
and to be granted pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed
on May 1, 2019 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (five year cliff vesting, retirement age 62), as adopted February 7, 2019
and to be granted pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed
on May 1, 2019 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Share Equivalents Agreement (three year cliff vesting), as adopted February 7, 2019 and to
be granted pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed on May
1, 2019 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Share Equivalents Agreement (five year cliff vesting, as adopted February 7, 2019 and to be
granted pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed on May 1,
2019 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Deferred Share Equivalents Agreement (three year cliff vesting, retirement age 62), as adopted
February 7, 2019 and to be granted pursuant to the Timken Company 2019 Equity and Incentive
Compensation Plan, was filed on May 1, 2019 with Form 10-Q (Commission File No. 1-1169) and is
incorporated herein by reference.
Form of Deferred Share Equivalents Agreement (five year cliff vesting, retirement age 62), as adopted
February 7, 2019 and to be granted pursuant to the Timken Company 2019 Equity and Incentive
Compensation Plan, was filed on May 1, 2019 with Form 10-Q (Commission File No. 1-1169) and is
incorporated herein by reference.
(10.69) Deferred Shares Agreement with Ronald J. Myers, effective as of February 6, 2020 and granted pursuant to
the Timken Company 2019 Equity and Incentive Compensation Plan was filed on May 1, 2020 with Form 10-Q
(Commission File No. 1-1169) and is incorporated herein by reference.
(10.70)
Form of Performance-Based Restricted Stock Unit Agreement entered into with key employees was filed on
May 2, 2012 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
(10.71)
Form of Performance-Based Restricted Stock Unit Agreement, as adopted on February 8, 2018, was filed on
May 1, 2018 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
(10.72)
(10.73)
(10.74)
(10.75)
(10.76)
(10.77)
(10.78)
(10.79)
(10.80)
(10.81)
(10.82)
(10.83)
Form of Performance-Based Restricted Stock Unit Agreement, as adopted February 7, 2019 and pursuant to
the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-Q (Commission
File No. 1-1169) and is incorporated herein by reference.
Form of Performance-Based Restricted Stock Unit Agreement (retirement age 62), as adopted February 7,
2019 and pursuant to the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with
Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Performance-Based Restricted Stock Unit Agreement, as adopted February 7, 2019 and to be granted
pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed on May 1, 2019
with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Performance-Based Restricted Stock Unit Agreement (retirement age 62), as adopted February 7,
2019 and to be granted pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was
filed on May 1, 2019 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Time-Based Restricted Stock Unit Agreement entered into with key employees was filed on May 2,
2012 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Time-Based Restricted Stock Unit Agreement, as adopted on February 8, 2018, was filed on May 1,
2018 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Time-Based Restricted Stock Unit Agreement for Nonemployee Directors (annual grant), as adopted
February 8, 2018, was filed on May 1, 2018 with Form 10-Q (Commission File No. 1-1169) and is incorporated
herein by reference.
Form of Time-Based Restricted Stock Unit Agreement for Nonemployee Directors (new member grant), as
adopted February 8, 2018, was filed on May 1, 2018 with Form 10-Q (Commission File No. 1-1169) and is
incorporated herein by reference.
Form of Time-Based Restricted Stock Unit Agreement, as adopted February 7, 2019 and pursuant to the
Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-Q (Commission File
No. 1-1169) and is incorporated herein by reference.
Form of Time-Based Restricted Stock Unit Agreement (retirement age 62), as adopted February 7, 2019 and
pursuant to the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-Q
(Commission File No. 1-1169) and is incorporated herein by reference.
Form of Time-Based Restricted Stock Unit Agreement, as adopted February 7, 2019 and to be granted
pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed on May 1, 2019
with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Time-Based Restricted Stock Unit Agreement (retirement age 62), as adopted February 7, 2019 and to
be granted pursuant to the Timken Company 2019 Equity and Incentive Compensation Plan, was filed on May
1, 2019 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
106
(10.84)
(10.85)
Form of Time-Based Restricted Stock Unit Agreement for Nonemployee Directors (new member grant), as
adopted February 7, 2019, was filed on May 1, 2019 with Form 10-Q (Commission File No. 1-1169) and is
incorporated herein by reference.
Form of Time-Based Restricted Stock Unit Agreement for Nonemployee Directors (annual grant), as adopted
February 7, 2019, was filed on May 1, 2019 with Form 10-Q (Commission File No. 1-1169) and is incorporated
herein by reference.
(10.86)
Form of Associate Non-Compete Agreement entered into with key employees was filed on December 3, 2012
with Form 10-Q/A (Commission File No. 1-1169) and is incorporated herein by reference.
*Portions of this exhibit have been omitted, which portions will be furnished to the Securities and Exchange
Commission upon request.
Listing of Exhibits (continued)
(10.1)
The Timken Company Short-Term Incentive Plan Global Plan Document for officers and other key employees,
effective as of January 1, 2020 and pursuant to the Timken Company 2019 Equity and Incentive Plan, as
amended and adopted on November 13, 2020.
(21) A list of subsidiaries of the Registrant.
(23) Consent of Independent Registered Public Accounting Firm.
(24) Power of Attorney.
(31.1) Principal Executive Officer's Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2) Principal Financial Officer's Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(101)
Financial statements from the Annual Report on Form 10-K of The Timken Company for the year ended
December 31, 2020, formatted in Inline XBRL: (i) the Consolidated Statements of Income, (ii) the Consolidated
Statements of Comprehensive Income (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements
of Cash Flows, (v) the Consolidated Statements of Shareholders' Equity and (vi) the Notes to the Consolidated
Financial Statements.
(104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Item 16. Form 10-K Summary
None.
107
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
THE TIMKEN COMPANY
By: /s/ Richard G. Kyle
Richard G. Kyle
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: February 16, 2021
By: /s/ Philip D. Fracassa
Philip D. Fracassa
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
Date: February 16, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Maria A. Crowe *
Maria A. Crowe, Director
Date: February 16, 2021
By: /s/ Elizabeth A. Harrell *
Elizabeth A. Harrell
Date: February 16, 2021
By: /s/ Richard G. Kyle *
Richard G. Kyle, Director
Date: February 16, 2021
* By: /s/ Sarah C. Lauber
Sarah C Lauber
Date: February 16, 2021
By: /s/ John A. Luke, Jr.*
John A. Luke, Jr., Director
Date: February 16, 2021
By: /s/ Christopher L. Mapes *
Christopher L. Mapes, Director
Date: February 16, 2021
By: /s/ James F. Palmer *
James F. Palmer, Director
Date: February 16, 2021
By: /s/ Ajita G. Rajendra *
Ajita G. Rajendra, Director
Date: February 16, 2021
By: /s/ Frank C. Sullivan *
Frank C. Sullivan, Director
Date: February 16, 2021
By: /s/ John M. Timken, Jr.*
John M. Timken, Jr., Director
Date: February 16, 2021
By: /s/ Ward J. Timken, Jr.*
Ward J. Timken, Jr., Director
Date: February 16, 2021
By: /s/ Jacqueline F. Woods *
Jacqueline F. Woods, Director
Date: February 16, 2021
* By: /s/ Philip D. Fracassa
Philip D. Fracassa, attorney-in-fact
By authority of Power of Attorney
filed as Exhibit 24 hereto
Date: February 16, 2021
108
Schedule II—Valuation and Qualifying Accounts
The Timken Company and Subsidiaries
Allowance for uncollectible accounts:
Balance at beginning of period
Additions:
Charged to costs and expenses (1)
Charged to other accounts (2)
Deductions:
Charged to costs and expenses (3)
Charged to other accounts (2)
Balance at end of period
Allowance for surplus and obsolete inventory:
Balance at beginning of period
Additions:
Charged to costs and expenses (4)
Charged to other accounts (2)
Deductions (5)
Balance at end of period
Valuation allowance on deferred tax assets:
Balance at beginning of period
Additions:
Charged to costs and expenses (6)
Charged to other accounts (2)
Deductions
Charged to costs and expenses (7)
Charged to other accounts (2)
Balance at end of period
2020
2019
2018
$
18.1 $
21.9 $
20.3
2.8
—
3.4
1.0
16.5 $
1.8
—
4.9
0.7
18.1 $
3.1
1.3
2.8
21.9
2020
2019
2018
40.1 $
43.2 $
34.2
11.6
11.8
9.0
5.2
1.9
10.2
54.5 $
40.1 $
16.1
2.4
9.5
43.2
2020
2019
2018
33.7 $
77.5 $
79.4
$
$
$
$
2.7
1.0
0.7
—
1.1
—
44.5
0.4
$
36.7 $
33.7 $
—
—
—
1.9
77.5
(1) Provision for uncollectible accounts included in expenses.
(2) Currency translation and change in reserves due to acquisitions, net of divestitures.
(3) Actual accounts written off against the allowance, net of recoveries.
(4) Provision for surplus and obsolete inventory included in expenses.
(5) Inventory items written off against the allowance.
(6) Increase in valuation allowance is recorded as a component of the provision for income taxes.
(7) Amount relates to the reversal of valuation allowances and was recorded as a component of the provision
for income taxes. The Company released $44.5 million of foreign valuation allowances for the year-ended
December 31, 2019, $40.7 million of which relates to the valuation allowance that was recorded against
German indefinite-lived loss carryforwards and pension deferred tax assets. Refer to Note 5 - Income Taxes
in the Note to the Consolidated Financial Statements for further discussion on valuation allowance
reversals.
109
Exhibit 31.1
Principal Executive Officer’s Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Richard G. Kyle, certify that:
1.
I have reviewed this annual report on Form 10-K of The Timken Company;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
2.
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report,
3.
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over
b.
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that
d.
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting: and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: February 16, 2021
By: /s/ Richard G. Kyle
Richard G. Kyle
President and Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
Principal Financial Officer’s Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Philip D. Fracassa, certify that:
1.
I have reviewed this annual report on Form 10-K of The Timken Company;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
2.
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report,
3.
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over
(b)
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that
(d)
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting: and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors
(or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control
(a)
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a
(b)
significant role in the registrant’s internal control over financial reporting.
Date: February 16, 2021
By: /s/ Philip D. Fracassa
Philip D. Fracassa
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32
In connection with the annual report of The Timken Company (the “Company”) on Form 10-K for the period
ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. 1350, as adopted
pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company as of the dates and for the periods expressed in the Report.
Date: February 16, 2021
By: /s/ Richard G. Kyle
Richard G. Kyle
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Philip D. Fracassa
Philip D. Fracassa
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
The foregoing certification is being furnished solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the
Report or as a separate disclosure document.
THIS PAGE INTENTIONALLY LEFT BLANK
APPENDIX: RECONCILIATION OF GAAP TO NON-GAAP MEASURES
Reconciliation of Net Income to Adjusted Net Income, EBITDA and Margin1
Net Sales
Net Income Attributable to The Timken Company
Impairment, restructuring and reorganization charges5
Corporate pension and other postretirement benefit related expense (income)6
Acquisition- related charges
Acquisition- related gain7
(Gain) loss on divestitures and sale of real estate
Property (recoveries) losses and related expenses8
Brazil legal matter
Tax Indemnification and related items
Health care plan modification costs
CDSOA income, net of expense
Noncontrolling interest
Provision for income taxes
Adjusted Net Income
Net income (loss) attributable to noncontrolling interest
Provision for income taxes (as reported)
Interest expense
Interest income
Depreciation and amortization expense9
Less: Noncontrolling interest
Less: Provision for income taxes
Adjusted EBITDA
Adjusted EBITDA Margin (% of net sales)
Reconciliation of Diluted EPS to Adjusted EPS1
Diluted earnings per share (EPS)
Adjusted EPS
Diluted shares
Reconciliation of Adjusted Net Operating Profit after Taxes
Adjusted EBITDA
Less: depreciation and amortization expense9
Adjusted EBIT
Adjusted tax rate
Calculated income taxes
Adjusted net operating profit after taxes (ANOPAT)
Reconciliation of Adjusted Invested Capital
Total debt
Total equity
Invested capital (Total debt + Total equity)
Invested capital (two-point average)
Calculation of Return on Adjusted Invested Capital2
ANOPAT
Invested capital (two-point average)
Return on invested capital
Reconciliation of Free Cash Flow3
Net cash provided from operating activities
Less: capital expenditures
Free cash flow
Reconciliation of Net Debt4
Short-term debt
Long-term debt
Total debt
Less: cash and cash equivalents
Net debt
Calculation of Net Debt to Capital4
Net debt
Total equity
Total capital
Net debt to capital
2020
$3,513.2
2019
2018
2017
2016
$3,789.9
$3,580.8
$3,003.8
$2,669.8
362.1
302.8
203.4
13.1
18.1
9.0
-
(3.6)
-
-
(1.0)
(0.7)
-
-
(30.8)
$207.5
(1.1)
57.6
37.1
(2.9)
135.8
-
(30.8)
$464.8
140.8
28.0
67.0
4.2
-
(0.5)
-
-
-
2.9
(59.6)
-
(13.8)
$169.0
0.3
60.5
33.5
(1.9)
130.2
-
(13.8)
$405.4
284.5
29.0
18.5
3.7
(11.1)
(0.4)
(5.5)
-
0.5
-
-
(0.1)
(6.0)
$313.1
7.9
103.9
67.6
(3.7)
164.0
(0.1)
(6.0)
$658.9
18.8%
2020
$3.72
$4.10
9.8
(4.1)
15.5
-
(4.5)
7.6
1.8
0.7
-
-
(0.5)
(34.6)
7.1
12.8
20.6
-
0.8
-
-
1.5
-
-
(1.3)
(16.8)
$353.8
$327.5
2.7
102.6
51.7
(2.1)
146.0
(1.3)
(16.8)
$646.5
12.6
97.7
72.1
(4.9)
159.9
(0.5)
(34.6)
$726.3
19.2%
2019
$4.71
$4.60
18.1%
15.5%
15.2%
2018
$3.86
$4.18
2017
2016
$2.58
$2.63
$1.78
$2.13
76,401,366
76,896,565
78,337,481
78,911,149
79,234,324
2020
$658.9
164.0
$494.9
2019
$726.3
159.9
$566.4
2018
$646.5
146.0
$500.5
25.5%
26.5%
26.5%
126.2
$368.7
150.1
$416.3
132.6
$367.9
2017
$464.8
135.8
$329.0
30.0%
98.7
2016
$405.4
130.2
$275.2
30.5%
83.9
$230.3
$191.3
2020
2019
2018
$1,564.6
$1,730.1
$1,681.6
2,225.2
3,789.8
1,954.8
3,684.9
1,642.7
3,324.3
2017
$962.3
1,474.9
2,437.2
2016
$659.2
1,310.9
1,970.1
2015
$656.5
1,349.6
2,006.1
$3,737.4
$3,504.6
$2,880.8
$2,203.7
$1,988.1
2020
$368.7
3,737.4
2019
$416.3
3,504.6
2018
$367.9
2,880.8
2017
$230.3
2,203.7
2016
$191.3
1,988.1
9.9%
11.9%
12.8%
10.5%
9.6%
2018
$332.5
112.6
$219.9
2017
$236.8
104.7
$132.1
2016
$403.9
137.5
$266.4
2020
$577.6
121.6
$456.0
2020
$130.7
1,433.9
1,564.6
320.3
2019
$550.1
140.6
$409.5
2019
$82.0
1,648.1
1,730.1
209.5
$1,244.3
$1,520.6
2020
$1,244.3
2,225.2
3,469.5
2019
$1,520.6
1,954.8
3,475.4
35.9%
43.8%
1 Management believes consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP measure that is useful to investors as it is representative of the Company’s performance and
that it is appropriate to compare GAAP net income to consolidated EBITDA. Management also believes that non-GAAP measures of adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted
diluted earnings per share are useful to investors as they are representative of the Company’s core operations and are used in the management of the business, including decisions concerning the allocation of resources
and assessment of performance.
2 The Company uses ANOPAT/Average Invested Capital as a non-GAAP ratio that indicates return on invested capital, which is useful to investors as a measure of return on their investment.
3 Management believes that free cash flow is a non-GAAP measure that is useful to investors because it is a meaningful indicator of cash generated from operating activities available for the execution of its business strategy.
4 Management believes Net Debt and the ratio of Net Debt to Capital are important measures of the Company’s financial position, due to the amount of cash and cash equivalents on hand. Capital, used for the ratio of
5
net debt to capital, is a non-GAAP measure defined as total debt less cash and cash equivalents plus total shareholders’ equity.
Impairment, restructuring and reorganization charges (including items recorded in cost of products sold) are related to: (i) plant closures; (ii) the rationalization of certain plants; (iii) severance related to cost reduction
initiatives and (iv) related depreciation and amortization. The Company re-assesses its operating footprint and cost structure periodically, and makes adjustments as needed that result in restructuring charges. However,
management believes these actions are not representative of the Company’s core operations.
6 Corporate pension and other postretirement benefit related expense (income) primarily represents actuarial losses and (gains) that resulted from the remeasurement of plan assets and obligations as a result of changes in
assumptions. The Company recognizes actuarial losses and (gains) through earnings in connection with the annual remeasurement in the fourth quarter, or on an interim basis if specific events trigger a remeasurement.
Corporate pension and other postretirement benefit related expense (income) also includes curtailments.
7 The acquisition-related gain represents a bargain purchase price gain on the acquisition of the assets of Aurora Bearing Company that closed on November 30, 2020.
8 Property (recoveries) losses and related expenses represent property loss and related expenses during the periods presented (net of insurance recoveries received) that occurred during the first quarter of 2019 at one of
the Company’s warehouses in Knoxville, Tennessee and during the third quarter of 2019 at one of the Company’s warehouses in Yantai, China.
9 Depreciation and amortization shown excludes depreciation recognized in reorganization charges, if any.
2020
Shareholder Information
World Headquarters
Publications
Shareholder Information
The Timken Company
4500 Mount Pleasant St. NW
North Canton, OH 44720-5450
The Annual Meeting Notice and
Proxy Card are mailed to shareholders
in March.
Dividends on common shares are
generally payable in March, June,
September and December.
234-262-3000
www.timken.com
Stock Listing
Timken shares are traded on the
New York Stock Exchange under
the symbol TKR.
Annual Meeting of Shareholders
May 7, 2021, 10:00 a.m.
Online-only format, with attendance
via the Internet
Independent Registered
Public Accounting Firm
Ernst & Young LLP
950 Main Ave.
Suite 1800
Cleveland, OH 44113-7214
Copies of the Annual Report,
Proxy Statement, Forms 10-K
and 10-Q may be obtained from
the company’s website,
http://investors.timken.com/
or by written request at no charge from:
The Timken Company
Treasury/Shareholder Relations
WHQ-03
4500 Mount Pleasant St. NW
North Canton, OH 44720-5450
Investor Relations
Neil Frohnapple
Director — Investor Relations
The Timken Company
4500 Mount Pleasant St. NW
North Canton, OH 44720-5450
234-262-2310
neil.frohnapple@timken.com
The Timken Company offers an open
enrollment dividend reinvestment and
stock purchase plan through its transfer
agent EQ. This program allows current
shareholders and new investors the
opportunity to purchase common shares
without a broker.
Shareholders of record may increase
their investment in the company by
reinvesting their dividends at no
cost. Shares held in the name of a broker
must be transferred to the shareholder’s
name to permit reinvestment.
Information and enrollment materials are
available online or by contacting EQ.
Inquiries regarding dividend
reinvestment, dividend payments,
(cid:70)(cid:75)(cid:68)(cid:81)(cid:74)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:68)(cid:71)(cid:71)(cid:85)(cid:72)(cid:86)(cid:86)(cid:3)(cid:82)(cid:85)(cid:3)(cid:79)(cid:82)(cid:86)(cid:87)(cid:3)(cid:70)(cid:72)(cid:85)(cid:87)(cid:76)(cid:403)(cid:70)(cid:68)(cid:87)(cid:72)(cid:86)
should be directed to:
EQ
Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874
800-468-9716 or
651-450-4064
www.shareowneronline.com
4.2M 03-21:30 Order No. 11366 | Timken® is a registered trademark of The Timken Company | © 2021 The Timken Company | Printed in the U.S.A.