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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-26 · 66 added, 60 removed, 288 unchanged (30% of the section changed)

11 unchanged sentences

Based on this assessment under COSO’s “Internal Control–Integrated Framework,” management believes that, as of December 31, 2024, Timken’s internal control over financial reporting is effective.

During 2023, the Company completed six acquisitions:

Lagersmit, iMECH, Rosa, Des-Case, Nadella and ARB.

The results of these acquisitions are included in the Company's consolidated financial statements for 2023.

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.

The net sales of these acquisitions in the aggregate represented 3% of the Company's consolidated net sales for 2023.

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.

During 2024, the Company completed the acquisition of CGI.

The results of this acquisition are included in the Company's consolidated financial statements for 2024.

The total and net assets of this acquisition represented 3% of the Company's total assets and 5% of the Company's net assets as of December 31, 2024.

The net sales of this acquisition in the aggregate represented less than 1% of the Company's consolidated net sales for 2024.

The scope of the Company's assessment of the effectiveness of internal control over financial reporting does not include the CGI acquisition 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.

5 unchanged sentences

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, 2024, based on the COSO criteria.

(Nadella), D-C Filtration Holdings Corp.

(Des-Case), Rosa Sistemi S.p.A.

(Rosa), Innovative Mechanical Solutions (iMECH) or Lagersmit Holding B.V.

(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.

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.

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 CGI, Inc., which is included in the 2024 consolidated financial statements of the Company and constituted 3% and 5% of total and net assets, respectively, as of December 31, 2024 and less than 1% of revenues for the year then ended.

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 CGI, Inc.

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, 2024 and 2023, 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, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 20, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

22 unchanged sentences

Directors, Executive Officers and Corporate Governance

Required information is set forth under the caption "Nominees" in the proxy statement filed in connection with the annual meeting of shareholders to be held on or abou t May 3, 2024 (the "Proxy Statement"), and is incorporated herein by reference.

Required information is set forth under the caption "Nominees" and " Insider Trading Policy " in the proxy statement filed in connection with the annual meeting of shareholders to be held on or abou t May 2, 2025 (the "Proxy Statement"), and is incorporated herein by reference.

Information regarding the executive officers of the registrant is included in Part I hereof.

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.

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 https://investors.timken.com/corporate-governance/documents/default.aspx 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.

3 unchanged sentences

Executive Compensation

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.

Required information is set forth under the captions “Compensation Discussion and Analysis,” “2024 Summary Compensation Table,” “2024 Grants of Plan-Based Awards,” “Outstanding Equity Awards at 2024 Fiscal Year-End,” “2024 Option Exercises and Stock Vested,” “2024 Pension Benefits Table,” “2024 Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Director Compensation,” "CEO Pay Ratio," "Equity Compensation Plan Information," “Compensation Committee,” “Compensation Committee Report” and "Insider Trading Policy" in the Proxy Statement, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

29 unchanged sentences

1-1169) and is incorporated herein by reference.

Description of The Timken Company Common Shares was filed on February 14, 2020 with Form 10-K (Commission File No.

Second Supplemental Indenture, dated as of May 23, 2024, by and between the Company and U.S.

Bank Trust Company, National Association, as Trustee (including Form of Note), was filed on May 23, 2024 with Form 8-K (Commission File No.

1-1169) and is incorporated herein by reference.

Description of The Timken Company Common Shares, as attached hereto as Exhibit 4.8.

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.

13 unchanged sentences

1-1169) and is incorporated herein by reference.

The Timken Company 2019 Equity and Incentive Compensation Plan (Amended and Restated as of May 3, 2024) for directors, officers and other key employees as approved by the shareholders on May 3, 2024 was filed on March 14, 2024 as Appendix B to Definitive Proxy Statement on Schedule 14A (Commission File No.

1-1169) and is incorporated herein by reference.

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.

50 unchanged sentences

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 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.

22 unchanged sentences

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 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 (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 (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.

6 unchanged sentences

1-1169) and is incorporated herein by reference.

Form of Deferred Shares Agreement, as adopted February 8, 2024 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan was filed on April 30, 2024 with Form 10-Q (Commission File No.

1-1169) and is incorporated herein by reference.

Deferred Shares Agreement, entered into with Tarak Mehta on September 5, 2024 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated was filed on November 11, 2024 with Form 10-Q (Commission File No.

1-1169) and is incorporated herein by reference.

Deferred Shares Agreement, entered into with Christopher A.

Coughlin on February 10, 2023 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as attached hereto as Exhibit 10.1.

Deferred Shares Agreement, entered into with Philip D.

Fracassa on December 7, 2023 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as attached hereto as Exhibit 10.2.

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.

6 unchanged sentences

1-1169) and is incorporated herein by reference.

Form of Deferred Share Equivalents Agreement, as adopted February 8, 2024 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan was filed on April 30, 2024 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 pursuant to the Timken Company 2011 Long-Term Incentive Plan, was filed on May 1, 2019 with Form 10-Q (Commission File No.

6 unchanged sentences

1-1169) and is incorporated herein by reference.

Form of Performance-Based Restricted Stock Unit Agreement, as adopted February 8, 2024 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan was filed on April 30, 2024 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.

6 unchanged sentences

1-1169) and is incorporated herein by reference.

Form of Time-Based Restricted Stock Unit Agreement, as adopted February 8, 2024 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan was filed on April 30, 2024 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 November 8, 2024 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated, as attached hereto as Exhibit 10.3.

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.

2 unchanged sentences

1-1169) and is incorporated herein by reference.

Form of Time-Based Restricted Stock Unit Agreement for Nonemployee Directors, as adopted February 8, 2024 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan was filed on April 30, 2024 with Form 10-Q (Commission File No.

1-1169) and is incorporated herein by reference.

Appendix for special terms and conditions for equity awards granted to Timken participants in France pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan was filed on April 30, 2024 with Form 10-Q (Commission File No.

1-1169) and is incorporated herein by reference.

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.

2 unchanged sentences

Listing of Exhibits (continued)

Description of The Timken Company Common Shares, as attached hereto as Exhibit 4.8.

Deferred Shares Agreement, entered into with Christopher A.

Coughlin on February 10, 2023 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan.

Deferred Shares Agreement, entered into with Philip D.

Fracassa on December 7, 2023 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan.

Form of Time-Based Restricted Stock Unit Agreement, as adopted November 8, 2024 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated.

Statement of Policy Regarding Trading In Stock and Prohibiting the Improper Use or Disclosure of Material, Non-public Information (effective August 2, 2023).

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.

The Timken Company Clawback Policy (effective October 2, 2023).

The Timken Company Clawback Policy (effective October 2, 2023) was filed on February 26, 2024 with Form 10-K (Commission File No.

1-1169) and is incorporated herein by reference.

Financial statements from the Annual Report on Form 10-K of The Timken Company for the year ended December 31, 2024, formatted in Inline XBRL:

4 unchanged sentences

THE TIMKEN COMPANY

/s/ Richard G.

/s/ Philip D.

Kyle Philip D.

Mehta Philip D.

President, Chief Executive Officer and Director Executive Vice President and Chief Financial Officer

4 unchanged sentences

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.

Crowe, Director Ajita G.

Rajendra, Director

Crowe, Director James F.

Palmer, Director

February 20, 2025 Date:

2 unchanged sentences

Harrell * By:

Harrell, Director Frank C.

Sullivan, Director

Harrell, Director Ajita G.

Rajendra, Director

February 20, 2025 Date:

1 unchanged sentence

/s/ Richard G.

Kyle, Director John M.

/s/ Kimberly K.

Kyle, Director Kimberly K.

Ryan, Director

February 20, 2025 Date:

February 20, 2025

Lauber, Director Frank C.

Sullivan, Director

February 20, 2025 Date:

February 20, 2025

Leombruno * By:

Leombruno, Director John M.

Timken, Jr., Director

1 unchanged sentence

February 20, 2025

Lauber, Director Ward J.

/s/ Christopher L.

Christopher L.

Mapes, Director Ward J.

Timken, Jr., Director

2 unchanged sentences

/s/ Philip D.

Luke, Jr., Director Philip D.

Mehta, Director Philip D.

Fracassa, attorney-in-fact

1 unchanged sentence

filed as Exhibit 24 hereto

/s/ Christopher L.

Mapes * Date:

February 20, 2025

Christopher L.

Mapes, Director

February 26, 2024

Palmer, Director

February 26, 2024

Schedule II—Valuation and Qualifying Accounts

6 unchanged sentences

Charged to costs and expenses (3)

( 3.6 ) 0.2 0.4

Charged to other accounts (2)

15 unchanged sentences

Charged to costs and expenses (6)

11.7 10.6 3.1

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.

What changed 10-K

Item 9A. Controls and Procedures