TimkenSteel-2014-Annual-Report-FINAL-03112015_v001_d4t4ig

Recommendations

Info

TIMKENSTEEL CORPORATION TABLE OF CONTENTS PART I. PAGE ITEM 1. Business 1 ITEM 1A. Risk Factors 7 ITEM 1B. Unresolved Staff Comments 16 ITEM 2. Properties 17 ITEM 3. Legal Proceedings 17 ITEM 4. Mine Safety Disclosures 17 ITEM 4A. Executive Officers of the Registrant 17 PART II. ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 18 ITEM 6. Selected Financial Data 20 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 35 ITEM 8. Financial Statements and Supplementary Data 36 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 69 ITEM 9A. Controls and Procedures 69 ITEM 9B. Other Information 69 PART III. ITEM 10. Directors, Executive Officers and Corporate Governance 70 ITEM 11. Executive Compensation 70 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 70 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 70 ITEM 14. Principal Accounting Fees and Services 71 PART IV. ITEM 15. Exhibits, Financial Statement Schedules 72 Signatures 75
PART I. ITEM 1. BUSINESS OVERVIEW TimkenSteel Corporation (we, us, our, the Company or TimkenSteel) became an independent, publicly traded company as the result of a spinoff (spinoff) from The Timken Company (Timken) on June 30, 2014. In the spinoff, Timken transferred to us all of the assets and generally all of the liabilities related to Timken’s steel business. TimkenSteel was incorporated in Ohio on October 24, 2013, in anticipation of the spinoff. In order to effect the spinoff and to provide a framework for the relationship with Timken, TimkenSteel entered into a number of agreements with Timken, including a separation and distribution agreement, tax sharing agreement, employee matters agreement and transition services agreement. These agreements govern the relationship between TimkenSteel and Timken and provide for the allocation between TimkenSteel and Timken of assets, liabilities and obligations attributable to periods prior to the spinoff, and are described in more detail in Note 14 – “Relationship with Timken and Related Entities” in the Notes to the Consolidated Financial Statements. TimkenSteel traces its roots back to The Timken Roller Bearing Company, which was founded in 1899 by carriage-maker/inventor Henry Timken and his two sons. By 1913, the company launched its first formal research facility, centered on improving the quality of the raw materials used to make its bearings. Early research demonstrated the superiority of bearing steel made in electric-arc furnaces (rather than existing Bessemer and open hearth processes), and that finding, coupled with a desire to ensure a dependable supply of premium steel in the years leading into World War I, led to the decision to competitively produce steel in-house. When The Timken Roller Bearing Company’s Canton, Ohio steel plant became operational in 1917, it included one of the largest electric arc-furnace facilities in the country. Based on our knowledge of the steel industry, we believe we are the only focused special bar quality (SBQ) steel producer in North America and have the largest SBQ steel large bar (6-inch diameter and greater) production capacity among the North American steel producers. In addition, based on our internal estimates, we have historically supplied, on average, approximately 30% of the seamless mechanical tube demand in the United States. We believe we are the leading manufacturer of SBQ steel large bars (6-inch in diameter and greater) and seamless mechanical tubing in North America and the only steel manufacturer with capabilities of developing SBQ steel large bars up to 16-inches in diameter. Our business model is unique in our industry, we believe, in that we have the flexibility to produce customized SBQ steel for our customers in high or low volume, as the situation dictates, whereas most producers of customized SBQ steel products generally produce in only either high or low volume, but not both. We focus on creating tailored products and services for our customers’ most demanding applications. Our engineers are experts in both materials and applications, so we can work closely with each customer to deliver flexible solutions related to our products as well as to their applications and supply chains. We believe our unique operating model gives us a competitive advantage in our industry. We manufacture alloy steel, as well as carbon and micro-alloy steel, with an annual melt capacity of approximately two million tons. Our portfolio includes SBQ bars, seamless mechanical tubing and precision steel components. In addition, we supply machining and thermal treatment services, as well as manage raw material recycling programs, which are used as a feeder system for our operations. We focus on research and development to devise solutions to our customers’ toughest engineering challenges and then leverage those answers into new product offerings. Our goal is to create value for all of our constituents through: • Technology. Our technology and know-how in metallurgy, in applications, in processes and in delivering best-in-class products/services; • Customer Focus. Our understanding of customers and their applications positions us to provide them with customized products/services, tailored to demanding applications and supply chains. We believe we are an industry leader for collaboration and service; 20 14 TIMKENSTEEL ANNUAL REPORT 1
Page 2 and 3: TimkenSteel is built on values that
Page 4 and 5: Dear fellow shareholders, In this i
Page 6 and 7: OUR STRATEGY TO GENERATE CUSTOMER A
Page 8 and 9: people who thrive on challenges
Page 10 and 11: Talk to any engineer at TimkenSteel
Page 12 and 13: innovation that creates opportunity
Page 14 and 15: We’re a leader in profitable nich
Page 16 and 17: leadership Ward J. “Tim” Timken
Page 18 and 19: oard of directors Ward J. “Tim”
Page 21: UNITED STATES SECURITIES AND EXCHAN
Page 25 and 26: STRENGTHS AND STRATEGY We believe o
Page 27 and 28: us greater flexibility to substitut
Page 29 and 30: ITEM 1A. RISK FACTORS The following
Page 31 and 32: A decline in consumer and business
Page 33 and 34: We may be subject to risks relating
Page 35 and 36: We may issue preferred shares with
Page 37 and 38: With respect to taxes and other lia
Page 39 and 40: ITEM 2. PROPERTIES We are headquart
Page 41 and 42: PERFORMANCE GRAPH: The following gr
Page 43 and 44: ITEM 7. MANAGEMENT’S DISCUSSION A
Page 45 and 46: Key indicators for our market inclu
Page 47 and 48: Unallocated Years Ended December 31
Page 49 and 50: Unallocated Years Ended December 31
Page 51 and 52: Current liabilities increased to $2
Page 53 and 54: CONTRACTUAL OBLIGATIONS The followi
Page 55 and 56: jurisdiction when it is more likely
Page 57 and 58: ITEM 7A. QUANTITATIVE AND QUALITATI
Page 59 and 60: REPORT OF INDEPENDENT REGISTERED PU
Page 61 and 62: CONSOLIDATED STATEMENTS OF COMPREHE
Page 63 and 64: CONSOLIDATED STATEMENTS OF CHANGES
Page 65 and 66: NOTES TO CONSOLIDATED FINANCIAL STA
Page 67 and 68: If an asset or asset group is consi
Page 69 and 70: Pension and Other Postretirement Be
Page 71 and 72: NOTE 4 - PROPERTY, PLANT AND EQUIPM
Page 73 and 74:
Revenue Refunding Bonds On June 1,
Page 75 and 76:
and accumulated other comprehensive
Page 77 and 78:
The components of net periodic bene
Page 79 and 80:
Defined Contribution Plan Prior to
Page 81 and 82:
The following summarizes TimkenStee
Page 83 and 84:
Net Sales: Years Ended December 31,
Page 85 and 86:
The provision for income taxes cons
Page 87 and 88:
As of December 31, 2014, Timken is
Page 89 and 90:
Employee Matters Agreement - Timken
Page 91 and 92:
ITEM 9. CHANGES IN AND DISAGREEMENT
Page 93 and 94:
ITEM 14. PRINCIPAL ACCOUNTING FEES
Page 95 and 96:
Exhibit Number Exhibit Description
Page 97 and 98:
SIGNATURES Pursuant to the requirem
Page 99 and 100:
EXHIBIT 31.2 CERTIFICATION I, Chris
Page 101 and 102:
CORPORATE OFFICES TimkenSteel Corpo
show all

TimkenSteel-2014-Annual-Report-FINAL-03112015_v001_d4t4ig

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?