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

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PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Required information will be set forth under the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the proxy statement to be filed within 120 days of December 31, 2014 in connection with the annual meeting of shareholders to be held on or about May 6, 2015, 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 Expert is set forth under the caption “Audit Committee” in the proxy statement filed in connection with the annual meeting of shareholders to be held on or about May 6, 2015, and is incorporated herein by reference. The Company’s Corporate Governance Guidelines 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.timkensteel.com and are available to any shareholder in print, without charge, upon request to the General Counsel. 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 TimkenSteel Code of Conduct, is available on its website at www.timkensteel.com and in print, without charge, upon request to the General Counsel. The Company intends to disclose any amendment to its code of ethics or waiver from its code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer, or any Director by posting such amendment or waiver, as applicable, on its website. ITEM 11. EXECUTIVE COMPENSATION Required information will be set forth under the captions “Compensation Discussion and Analysis;” “2014 Summary Compensation Table;” “2014 Grants of Plan-Based Awards Table;” and the narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table following immediately thereafter; “Outstanding Equity Awards at 2014 Year-End Table;” “2014 Option Exercises and Stock Vested Table;” “Pension Benefits;” “2014 Nonqualified Deferred Compensation Table;” “Potential Payments Upon Termination or Change in Control;” “Director Compensation;” “Compensation Committee;” “Compensation Committee Interlocks and Insider Participation;” and “Compensation Committee Report” in the proxy statement to be filed within 120 days of December 31, 2014 in connection with the annual meeting of shareholders to be held on or about May 6, 2015, and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Required information, including with respect to institutional investors owning more than 5% of the Company’s common shares, will be set forth under the caption “Beneficial Ownership of Common Stock” in the proxy statement filed in connection with the annual meeting of shareholders to be held on or about May 6, 2015, and is incorporated herein by reference. Required information is set forth under the caption “Equity Compensation Plan Information” in the proxy statement to be filed within 120 days of December 31, 2014 in connection with the annual meeting of shareholders to be held on or about May 6, 2015, and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Required information will be set forth under the captions “Director Independence” and “Related Party Transactions Approval Policy” in the proxy statement to be filed within 120 days of December 31, 2014 in connection with the annual meeting of shareholders to be held on or about May 6, 2015, and is incorporated herein by reference. 70
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Required information regarding fees paid to and services provided by the Company’s independent auditor during the years ended December 31, 2014 and 2013 and the pre-approval policies and procedures of the Audit Committee of the Company’s Board of Directors will be set forth under the captions “Services of Independent Auditor for 2014” and “Audit Committee Pre-Approval Policies and Procedures” in the proxy statement to be filed within 120 days of December 31, 2014 in connection with the annual meeting of shareholders to be held on or about May 6, 2015, and is incorporated herein by reference. 20 14 TIMKENSTEEL ANNUAL REPORT 71
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TimkenSteel is built on values that
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Dear fellow shareholders, In this i
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OUR STRATEGY TO GENERATE CUSTOMER A
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people who thrive on challenges
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Talk to any engineer at TimkenSteel
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innovation that creates opportunity
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We’re a leader in profitable nich
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leadership Ward J. “Tim” Timken
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oard of directors Ward J. “Tim”
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UNITED STATES SECURITIES AND EXCHAN
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PART I. ITEM 1. BUSINESS OVERVIEW T
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STRENGTHS AND STRATEGY We believe o
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us greater flexibility to substitut
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ITEM 1A. RISK FACTORS The following
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A decline in consumer and business
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We may be subject to risks relating
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We may issue preferred shares with
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With respect to taxes and other lia
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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: ITEM 9. CHANGES IN AND DISAGREEMENT
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
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TimkenSteel-2014-Annual-Report-FINAL-03112015_v001_d4t4ig

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