11 unchanged sentences
Based on this assessment under COSO’s “Internal Control–Integrated Framework,” management believes that, as of December 31, 2023, Timken’s internal control over financial reporting is effective.
−Removed: On May 31, 2022, the Company completed the acquisition of Spinea, and on November 4, 2022, the Company completed the acquisition of GGB.
+Added: During 2023, the Company completed six acquisitions:
+Added: Lagersmit, iMECH, Rosa, Des-Case, Nadella and ARB.
The results of these acquisitions are included in the Company's consolidated financial statements for 2023.
−Removed: The total and net assets of Spinea and GGB represent 3% and 7% of the Company's total assets, and 6% and 14% of the Company's net assets, respectively, as of December 31, 2022.
−Removed: For 2022, the net sales of Spinea and GGB each represented less than 1% of the Company's consolidated net sales and approximately 2% of the Company's consolidated net income.
−Removed: The scope of the Company's assessment of the effectiveness of internal control over financial reporting does not include these acquisitions.
+Added: The total and net assets of these acquisitions represented 13% of the Company's total assets and 25% of the Company's net assets as of December 31, 2023.
+Added: The net sales of these acquisitions in the aggregate represented 3% of the Company's consolidated net sales for 2023.
+Added: The scope of the Company's assessment of the effectiveness of internal control over financial reporting does not include the Lagersmit, iMECH, Rosa, Des-Case, ARB and Nadella acquisitions noted above.
This exclusion is in accordance with the SEC's general guidance that an assessment of a recently acquired business may be omitted from the Company's scope in the year of acquisition.
1 unchanged sentence
Report of Independent Registered Public Accounting Firm
−Removed: To the Shareholders and the Board of Directors of The Timken Company and subsidiaries
+Added: To the Shareholders and the Board of Directors of The Timken Company
Opinion on Internal Control Over Financial Reporting
1 unchanged sentence
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, 2023, based on the COSO criteria.
−Removed: As indicated in the accompanying Report of Management on Internal Control Over Financial Reporting , management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Spinea or GGB, which is included in the 2022 consolidated financial statements of the Company.
−Removed: The total and net assets of Spinea and GGB represent 3% and 7% of the Company's total assets and 6% and 14% of the Company's net assets, respectively, as of December 31, 2022.
−Removed: For 2022, the net sales of Spinea and GGB each represented less than 1% of the Company’s consolidated net sales and approximately 2% of the Company's consolidated net income.
−Removed: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Spinea or GGB.
+Added: As indicated in the accompanying Report of Management on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of American Roller Bearing Company (ARB), Leonardo Top S.a.r.l.
+Added: (Nadella), D-C Filtration Holdings Corp.
+Added: (Des-Case), Rosa Sistemi S.p.A.
+Added: (Rosa), Innovative Mechanical Solutions (iMECH) or Lagersmit Holding B.V.
+Added: (Lagersmit), which are included in the 2023 consolidated financial statements of the Company and constituted 13% and 25% of total and net assets, respectively, as of December 31, 2023 and 3% of revenues for the year then ended.
+Added: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of ARB, Nadella, Des-Case, Rosa, iMECH or Lagersmit.
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, 2023 and 2022, 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, 2023, 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 26, 2024 expressed an unqualified opinion thereon.
32 unchanged sentences
Executive Compensation
−Removed: Required information is set forth under the captions “Compensation Discussion and Analysis,” “2022 Summary Compensation Table,” “2022 Grants of Plan-Based Awards,” “Outstanding Equity Awards at 2022 Year-End,” “2022 Option Exercises and Stock Vested,” “2022 Pension Benefits Table,” “2022 Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Director Compensation,” "CEO Pay Ratio," “Compensation Committee,” and “Compensation Committee Report” in the Proxy Statement, and is incorporated herein by reference.
+Added: Required information is set forth under the captions “Compensation Discussion and Analysis,” “2023 Summary Compensation Table,” “2023 Grants of Plan-Based Awards,” “Outstanding Equity Awards at 2023 Fiscal Year-End,” “2023 Option Exercises and Stock Vested,” “2023 Pension Benefits Table,” “2023 Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Director Compensation,” "CEO Pay Ratio," "Equity Compensation Plan Information," “Compensation Committee,” and “Compensation Committee Report” in the Proxy Statement, and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
10 unchanged sentences
(a)(3) - Listing of Exhibits
−Removed: Amended Articles of Incorporation of Registrant, (effective May 7, 2013) were filed on July 31, 2013 with Form 10-Q (Commission File No.
+Added: Amended Articles of Incorporation of the Registrant (effective May 11, 2023), were filed on August 3, 2023 with Form 10-Q (Commission File No.
1-1169) and are incorporated herein by reference.
21 unchanged sentences
Management Contracts and Compensation Plans
−Removed: The Timken Company 1996 Deferred Compensation Plan for officers and other key employees, amended and restated effective as of January 1, 2023, as attached hereto as Exhibit 10.1.
+Added: The Timken Company 1996 Deferred Compensation Plan for officers and other key employees, amended and restated effective as of January 1, 2023, was filed on February 16, 2023 with Form 10-K (Commission File No.
+Added: 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.
23 unchanged sentences
1-1169) and is incorporated herein by reference.
−Removed: Amended and Restated Severance Agreement with Andreas Roellgen, dated as of December 9, 2022, as attached hereto as Exhibit 10.2.
+Added: Amended and Restated Severance Agreement with Andreas Roellgen, dated as of December 9, 2022, was filed on February 16, 2023 with Form 10-K (Commission File No.
+Added: 1-1169) and is incorporated herein by reference.
Form of Indemnification Agreement for Directors was filed on February 14, 2020 with Form 10-K (Commission File No.
65 unchanged sentences
1-1169) and is incorporated herein by reference.
−Removed: 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.
−Removed: 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.
40 unchanged sentences
1-1169) and is incorporated herein by reference.
−Removed: 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.
−Removed: 1-1169) and is incorporated herein by reference.
−Removed: 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.
−Removed: 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.
14 unchanged sentences
Listing of Exhibits (continued)
−Removed: The Timken Company 1996 Deferred Compensation Plan for officers and other key employees, amended and restated effective as of January 1, 2023.
−Removed: Amended and Restated Severance Agreement with Andreas Roellgen, dated as of December 9, 2022.
A list of subsidiaries of the Registrant.
5 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: The Timken Company Clawback Policy (effective October 2, 2023).
Financial statements from the Annual Report on Form 10-K of The Timken Company for the year ended December 31, 2023, formatted in Inline XBRL:
32 unchanged sentences
February 26, 2024
−Removed: /s/ Jacqueline F.
−Removed: Luke, Jr., Director Jacqueline F.
−Removed: Woods, Director
−Removed: February 16, 2023 Date:
−Removed: February 16, 2023
−Removed: /s/ Christopher L.
/s/ Philip D.
−Removed: Christopher L.
−Removed: Mapes, Director Philip D.
+Added: Luke, Jr., Director Philip D.
Fracassa, attorney-in-fact
1 unchanged sentence
filed as Exhibit 24 hereto
−Removed: Palmer * Date:
+Added: /s/ Christopher L.
+Added: Mapes * Date:
February 26, 2024
+Added: Christopher L.
+Added: Mapes, Director
+Added: February 26, 2024
Palmer, Director
6 unchanged sentences
Charged to costs and expenses (1)
+Added: ( 1.0 ) 3.7 3.5
Charged to costs and expenses (3)
Charged to other accounts (2)
+Added: ( 0.4 ) 2.3 0.6
Balance at end of period $ 17.1 $ 17.9 $ 16.9
7 unchanged sentences
Deductions (5)
+Added: 17.6 19.0 3.9
Balance at end of period $ 73.7 $ 58.4 $ 63.3
3 unchanged sentences
Charged to costs and expenses (6)
−Removed: Charged to other accounts (2)
Charged to costs and expenses (7)
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.