Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
THE TIMKEN COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
2023 2022 2023 2022
(Dollars in millions, except per share data)
Net sales $ 1,142.7 $ 1,136.4 $ 3,677.8 $ 3,414.7
Cost of products sold 787.1 802.9 2,500.0 2,390.5
Selling, general and administrative expenses 179.6 159.8 551.3 469.8
Amortization of intangible assets 17.5 10.7 48.3 32.2
Impairment and restructuring charges 8.9 31.3 40.3 42.3
Operating Income 149.6 131.7 537.9 479.9
Interest expense ( 27.5 ) ( 19.3 ) ( 79.9 ) ( 51.9 )
Interest income 2.6 1.1 6.0 2.7
Non-service pension and other postretirement (expense) income ( 0.9 ) 1.3 ( 0.8 ) ( 5.3 )
Other income, net 0.4 2.3 5.8 1.4
Income Before Income Taxes 124.2 117.1 469.0 426.8
Provision for income taxes 33.3 26.7 122.9 108.9
Net Income 90.9 90.4 346.1 317.9
Less: Net income attributable to noncontrolling interest 3.0 3.4 10.7 7.7
Net Income Attributable to The Timken Company $ 87.9 $ 87.0 $ 335.4 $ 310.2
Net Income per Common Share Attributable to The Timken
Company Common Shareholders
Basic earnings per share $ 1.24 $ 1.19 $ 4.68 $ 4.20
Diluted earnings per share $ 1.23 $ 1.18 $ 4.63 $ 4.16
See accompanying Notes to the Consolidated Financial Statements.
Consolidated Statements of Comprehensive Income
(Unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
2023 2022 2023 2022
(Dollars in millions)
Net Income $ 90.9 $ 90.4 $ 346.1 $ 317.9
Other comprehensive loss, net of tax:
Foreign currency translation adjustments ( 65.1 ) ( 136.8 ) ( 65.3 ) ( 272.5 )
Pension and postretirement liability adjustments ( 1.4 ) ( 1.4 ) ( 4.5 ) ( 4.3 )
Change in fair value of derivative financial instruments 2.0 1.8 0.9 6.0
Other comprehensive loss, net of tax ( 64.5 ) ( 136.4 ) ( 68.9 ) ( 270.8 )
Comprehensive income (loss), net of tax 26.4 ( 46.0 ) 277.2 47.1
Less: comprehensive income attributable to noncontrolling interest 1.2 0.1 8.9 2.9
Comprehensive income (loss) attributable to The Timken Company $ 25.2 $ ( 46.1 ) $ 268.3 $ 44.2
See accompanying Notes to the Consolidated Financial Statements.
1
Table of Contents
Consolidated Balance Sheets
(Unaudited)
(Dollars in millions) September 30,
2023 December 31,
2022
ASSETS
Current Assets
Cash and cash equivalents $ 367.9 $ 331.6
Restricted cash 7.2 9.1
Accounts receivable, less allowances (2023 – $ 17.2 million; 2022 – $ 17.9 million)
706.5 699.6
Unbilled receivables 136.1 103.9
Inventories, net 1,202.4 1,191.3
Deferred charges and prepaid expenses 41.9 44.4
Other current assets 144.9 124.1
Total Current Assets 2,606.9 2,504.0
Property, Plant and Equipment, net 1,245.9 1,207.4
Other Assets
Goodwill 1,257.6 1,098.3
Other intangible assets 935.3 765.3
Operating lease assets 112.8 101.4
Deferred income taxes 57.6 71.0
Other non-current assets 28.6 25.0
Total Other Assets 2,391.9 2,061.0
Total Assets $ 6,244.7 $ 5,772.4
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable, trade 344.2 403.9
Short-term debt, including current portion of long-term debt 598.4 49.0
Salaries, wages and benefits 154.3 155.3
Income taxes payable 46.0 51.3
Other current liabilities 361.0 352.9
Total Current Liabilities 1,503.9 1,012.4
Non-Current Liabilities
Long-term debt 1,601.6 1,914.2
Accrued pension benefits 147.1 160.3
Accrued postretirement benefits 31.6 31.4
Long-term operating lease liabilities 72.7 65.2
Deferred income taxes 190.3 139.8
Other non-current liabilities 100.4 96.2
Total Non-Current Liabilities 2,143.7 2,407.1
Shareholders’ Equity
Class I and II Serial Preferred Stock, without par value:
Authorized – 10,000,000 shares each class, none issued
— —
Common shares, without par value:
Authorized – 200,000,000 shares
Issued (including shares in treasury) (2023 – 78,648,194 shares;
2022 – 77,767,640 shares)
Stated capital 40.7 40.7
Other paid-in capital 1,068.3 829.6
Retained earnings 2,196.7 1,932.1
Accumulated other comprehensive loss ( 240.9 ) ( 181.9 )
Treasury shares at cost (2023 – 8,096,800 shares; 2022 – 5,188,257 shares)
( 587.0 ) ( 352.2 )
Total Shareholders’ Equity 2,477.8 2,268.3
Noncontrolling Interest 119.3 84.6
Total Equity 2,597.1 2,352.9
Total Liabilities and Equity $ 6,244.7 $ 5,772.4
See accompanying Notes to the Consolidated Financial Statements.
2
Table of Contents
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
2023 2022
(Dollars in millions)
CASH PROVIDED (USED)
Operating Activities
Net income $ 346.1 $ 317.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 149.0 122.0
Impairment charges 33.2 38.3
Loss on sale of assets — 1.0
Gain on divestitures ( 3.7 ) 2.1
Deferred income tax provision 3.4 4.1
Stock-based compensation expense 22.9 22.3
Pension and other postretirement expense 2.6 11.9
Pension and other postretirement benefit contributions and payments ( 24.1 ) ( 11.5 )
Changes in operating assets and liabilities:
Accounts receivable 13.0 ( 157.0 )
Unbilled receivables ( 32.3 ) ( 5.2 )
Inventories 47.6 ( 147.1 )
Accounts payable, trade ( 58.8 ) ( 12.6 )
Other accrued expenses ( 14.4 ) 45.8
Income taxes ( 66.6 ) 3.2
Other, net ( 1.0 ) ( 12.9 )
Net Cash Provided by Operating Activities 416.9 222.3
Investing Activities
Capital expenditures ( 134.9 ) ( 122.5 )
Acquisitions, net of cash acquired ( 464.7 ) ( 152.4 )
Proceeds from disposal of property, plant and equipment 1.7 3.3
Proceeds from divestitures, net of cash divested 4.5 1.0
Investments in short-term marketable securities, net ( 5.6 ) 27.8
Other, net ( 0.1 ) 0.8
Net Cash Used in Investing Activities ( 599.1 ) ( 242.0 )
Financing Activities
Cash dividends paid to shareholders ( 70.8 ) ( 69.2 )
Purchase of treasury shares ( 218.4 ) ( 193.3 )
Proceeds from exercise of stock options 21.3 4.2
Payments related to tax withholding for stock-based compensation ( 16.4 ) ( 9.5 )
Borrowings on accounts receivable facility 82.0 197.0
Payments on accounts receivable facility ( 89.0 ) ( 197.0 )
Proceeds from long-term debt 1,192.3 684.5
Payments on long-term debt ( 1,151.2 ) ( 347.7 )
Deferred financing costs ( 0.5 ) ( 3.5 )
Short-term debt activity, net 202.1 17.0
Noncontrolling interest dividends paid ( 0.6 ) ( 0.5 )
Proceeds from the sale of shares in Timken India Limited 284.8 —
Other — 6.5
Net Cash Provided by Financing Activities 235.6 88.5
Effect of exchange rate changes on cash ( 19.0 ) ( 25.1 )
Increase in Cash, Cash Equivalents and Restricted Cash 34.4 43.7
Cash, cash equivalents and restricted cash at beginning of year 340.7 257.9
Cash, Cash Equivalents and Restricted Cash at End of Period $ 375.1 $ 301.6
See accompanying Notes to the Consolidated Financial Statements.
3
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollars in millions, except per share data)
Note 1 - Basis of Presentation
The accompanying Consolidated Financial Statements (unaudited) for The Timken Company (the "Company" or "Timken") have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by the accounting principles generally accepted in the United States ("U.S. GAAP") for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures considered necessary for a fair presentation have been included. For further information, refer to the Consolidated Financial Statements and accompanying Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
The Company previously classified intangible asset amortization expense within cost of products sold in the Company's Consolidated Statements of Income. Intangible asset amortization expense is now classified separately. The 2022 presentation has been revised to conform to the 2023 presentation resulting in a reduction in the cost of products sold for the three and nine months ended September 30, 2022.
Note 2 - Significant Accounting Policies
The Company's significant accounting policies are detailed in " Note 1 - Significant Accounting Policies" of the Annual Report on Form 10-K for the year ended December 31, 2022.
Recent Accounting Pronouncements:
New Accounting Guidance Adopted:
In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50)." ASU 2022-04 is intended to establish disclosures that enhance the transparency of a supplier finance program used by an entity in connection with the purchase of goods and services. Supplier finance programs, which also may be referred to as reverse factoring, payables finance or structured payables arrangements, allow a buyer to offer its suppliers the option for access to payment in advance of an invoice due date, which is paid by a third-party finance provider or intermediary. Under the guidance, a buyer in a supplier finance program would disclose qualitative and quantitative information about its supplier finance programs. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. Refer to Note 12 - Supply Chain Financing in the Notes to the Consolidated Financial Statements for additional information.
4
Table of Contents
Note 3 - Acquisitions and Divestitures
Acquisitions:
During the first nine months of 2023, the Company completed four acquisitions. On September 29, 2023, the Company acquired 100 % of the capital stock of Rosa Sistemi S.p.A. ("Rosa"), a European designer and manufacturer of roller guideways, linear bearings, customized linear systems and actuators, commercialized ball guideways and precision ball screws. Rosa employs approximately 65 people and has its headquarters, R&D and high-precision manufacturing facility in Milan, Italy. Rosa expects 2023 revenue to be approximately $ 15 million. Results for Rosa will be reported in the Industrial Motion segment. On September 5, 2023, the Company acquired 100 % of the capital stock of D-C Filtration Holdings Corp. ("Des-Case"), a Tennessee-based manufacturer of specialty filtration products for industrial lubricants. Des-Case has manufacturing facilities in Tennessee and the Netherlands and employs approximately 120 people. Des-Case expects 2023 revenue to be approximately $ 40 million. Results for Des-Case are reported in the Industrial Motion segment. On April 4, 2023, the Company acquired 100 % of the capital stock of Leonardo Top S.a.r.l. ("Nadella"), a leading European manufacturer of linear guides, telescopic rails, actuators and systems and other specialized industrial motion solutions. Based in Italy, Nadella employs approximately 450 people and operates manufacturing facilities in Europe and China. Nadella reported revenue of approximately $ 107 million in 2022. Results for Nadella are reported in the Industrial Motion segment. On January 31, 2023, the Company acquired substantially all of the assets of American Roller Bearing Company ("ARB"), a North Carolina-based manufacturer of industrial bearings. ARB, which boasts a large U.S. installed base and strong aftermarket business, operates manufacturing facilities in Hiddenite and Morganton, North Carolina. ARB employs approximately 190 people and reported revenue of approximately $ 35 million in 2022. Results for ARB are reported in the Engineered Bearings segment. The total purchase price for these acquisitions was $ 466.9 million, net of cash acquired of $ 24.3 million. The Company also assumed $ 11.7 million of long-term debt in conjunction with the acquisition of Nadella. The Company incurred acquisition-related costs of $ 3.7 million to complete these acquisitions.
The following table presents the preliminary purchase price allocation at fair value for the 2023 acquisitions as of September 30, 2023.
Initial Purchase
Price Allocation
Assets:
Accounts receivable $ 32.8
Inventories 79.6
Other current assets 4.4
Property, plant and equipment 35.2
Operating lease assets 4.2
Goodwill 207.5
Other intangible assets 220.8
Other non-current assets 6.3
Total assets acquired $ 590.8
Liabilities:
Accounts payable, trade $ 19.4
Salaries, wages and benefits 11.7
Income taxes payable 4.8
Other current liabilities 8.6
Short-term debt 5.5
Long-term debt 6.2
Long-term operating lease liabilities 2.1
Deferred income taxes 61.5
Other non-current liabilities 4.1
Total liabilities assumed $ 123.9
Net assets acquired $ 466.9
5
Table of Contents
Note 3 - Acquisitions and Divestitures (continued)
In determining the fair value of the amounts above related to Des-Case and Rosa, the Company utilized a benchmarking approach based on the Company’s prior acquisitions and similar industry acquisitions to determine the preliminary fair values for identified intangible assets. Upon completion of the final fair value assessment, the fair values of the assets acquired, liabilities assumed and resulting goodwill may differ materially from the preliminary assessment. Any changes to the initial estimates of the fair value of the assets acquired and liabilities assumed will be recorded to those assets and liabilities and residual amounts will be allocated to goodwill.
In determining the fair value of the amounts above related to Nadella and ARB, the Company utilized various forms of the income, cost and market approaches depending on the asset or liability being valued. The estimation of fair value required judgment related to future net cash flows, discount rates, competitive trends, market comparisons and other factors. Inputs were generally determined by taking into account independent appraisals and historical data, supplemented by current and anticipated market conditions.
The amounts in the table above represent the preliminary purchase price allocation for the 2023 acquisitions. This purchase price allocation, including the residual amount allocated to goodwill, is based on preliminary information and is subject to change as additional information concerning final asset and liability valuations are obtained and management completes its reassessment of the measurement period procedures based on the results of the preliminary valuation. The purchase price allocation for Rosa and Des-Case are preliminary due to the proximity of the acquisition date to September 30, 2023, and as a result no elements of the purchase price allocation have been finalized. The purchase price allocation for Nadella is preliminary with respect to most assets acquired and liabilities assumed. The purchase price allocation for ARB is substantially complete. During the applicable measurement period, 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 has been completed on the acquisition date.
The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2023.
2023
Weighted-
Average Life
Trade names $ 32.2 18 years
Technology and know-how 50.2 15 years
Customer relationships 137.9 14 years
Capitalized software 0.5 2 years
Total intangible assets $ 220.8
On November 4, 2022, the Company completed the acquisition of GGB Bearing Technology ("GGB"), a global leader in premium engineered metal-polymer plain bearings, for $ 300.3 million, net of cash acquired of $ 19.8 million. GGB's revenue was approximately $ 200 million for the 2022. GGB's products are used mainly in industrial applications, including pumps and compressors, HVAC, off-highway, energy, material handling and aerospace. With manufacturing facilities across the United States, Europe and China, GGB employs approximately 900 people and has a global engineering, distribution and sales footprint. Results for GGB are reported in the Engineered Bearings segment.
On May 31, 2022, the Company completed the acquisition of Spinea, s.r.o. ("Spinea"), a European technology leader and manufacturer of highly engineered cycloidal reduction gears and actuators, with 2022 sales of approximately $ 40 million. Spinea’s solutions primarily serve high-precision automation and robotics applications in the factory automation sector. Spinea is located in Presov, Slovakia. The purchase price for this acquisition was $ 151.2 million, net of cash acquired of $ 0.2 million. Results for Spinea are reported in the Industrial Motion segment.
6
Table of Contents
Note 3 - Acquisitions and Divestitures (continued)
The following table presents the updated purchase price allocation at fair value, net of cash acquired, for the 2022 acquisitions, as of September 30, 2023:
Initial Purchase Price Allocation Adjustments Updated Purchase Price Allocation
Assets:
Accounts receivable $ 30.6 $ 0.1 $ 30.7
Inventories 52.3 — 52.3
Other current assets 7.6 0.4 8.0
Property, plant and equipment 153.6 ( 4.9 ) 148.7
Goodwill 106.9 0.7 107.6
Other intangible assets 182.6 ( 0.6 ) 182.0
Other assets 12.1 ( 4.8 ) 7.3
Total assets acquired $ 545.7 $ ( 9.1 ) $ 536.6
Liabilities:
Accounts payable, trade $ 16.8 $ ( 0.6 ) $ 16.2
Salaries, wages and benefits 11.8 0.1 11.9
Income taxes payable 3.2 — 3.2
Other current liabilities 7.0 ( 1.0 ) 6.0
Accrued pension benefits 3.2 0.3 3.5
Deferred income taxes 30.0 ( 6.0 ) 24.0
Other non-current liabilities 20.0 0.3 20.3
Total liabilities assumed $ 92.0 $ ( 6.9 ) $ 85.1
Net assets acquired $ 453.7 $ ( 2.2 ) $ 451.5
The purchase price allocation for Spinea was finalized during the second quarter of 2023. The purchase price allocation for GGB is substantially complete with only minor adjustments expected. During the measurement period, 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.
Divestitures:
On September 20, 2023, the Company entered into a definitive agreement to sell Jiangsu TWB Bearings Co., Ltd. ("TWB"). During the third quarter of 2023, the business met the held for sale criteria, and the Company reclassified its assets and liabilities accordingly. Assets held for sale of $ 16.6 million are included in other current assets, and liabilities held for sale of $ 7.3 million are included in other current liabilities, on the Consolidated Balance Sheet. As a result of the carrying value of the legal entity exceeding the estimated sales price less costs to sell, the Company recorded an impairment charge of $ 1.0 million for the three months ended September 30, 2023. The impairment charge is included in the impairment and restructuring line on the Consolidated Statement of Income. The sale of TWB was completed on October 16, 2023. Operating results of this legal entity are included the Engineered Bearings segment.
7
Table of Contents
Note 3 - Acquisitions and Divestitures (continued)
On February 28, 2023, the Company completed the sale of all of its membership interests in S.E. Setco Services Company, LLC ("SE Setco"), a 50 % owned joint venture. The Company had accounted for SE Setco as an equity method investment prior to the sale. The Company received $ 5.7 million in cash proceeds for SE Setco and recognized a pretax gain of $ 4.8 million on the sale. The gain was reflected in other income, net in the Consolidated Statement of Income.
On November 1, 2022, the Company completed the divestiture of Timken Aerospace Drive Systems, LLC ("ADS"). The Company recorded proceeds of $ 33.0 million on the sale of the business. For the first six months of 2023, the Company recorded a loss of $ 1.2 million due to the payment of a working capital adjustment. During the three months ended September 30, 2022, the ADS business met the held for sale criteria, and the Company recorded impairment charges of $ 29.3 million in advance of the sale as a result of the carrying value of the business exceeding the estimated sales price less costs to sell.
On September 1, 2022, the Company completed the divestiture of Timken-Rus Service Company ooo ("Timken Russia"), one of its two subsidiaries in Russia. Timken Russia had net sales of $ 4.8 million in 2022. The results of operations of Timken Russia were reported in the Engineered Bearings segment. The Company recorded proceeds of $ 1.0 million, net of cash divested of $ 5.3 million, and recognized a loss of $ 2.1 million on the sale of the business during the three months ending September 30, 2022. The loss was reflected in other income, net in the Consolidated Statement of Income.
8
Table of Contents
Note 4 - Segment Information
The primary measurement used by management to measure the financial performance of each segment is earnings before interest, taxes, depreciation and amortization ("EBITDA").
Effective January 1, 2023, the Company began operating under new reportable segments. The Company’s two reportable segments are Engineered Bearings and Industrial Motion. Segment results for 2022 have been revised to conform to the 2023 presentation of segments.
Three Months Ended
September 30, Nine Months Ended
September 30,
2023 2022 2023 2022
Net sales:
Engineered Bearings $ 775.6 $ 779.7 $ 2,533.5 $ 2,350.4
Industrial Motion 367.1 356.7 1,144.3 1,064.3
Net sales $ 1,142.7 $ 1,136.4 $ 3,677.8 $ 3,414.7
Segment EBITDA:
Engineered Bearings $ 148.2 $ 150.4 $ 538.7 $ 486.2
Industrial Motion 70.3 34.9 199.4 162.4
Total EBITDA, for reportable segments $ 218.5 $ 185.3 $ 738.1 $ 648.6
Unallocated corporate expense ( 17.0 ) ( 9.1 ) ( 47.9 ) ( 35.4 )
Corporate pension and other postretirement benefit
related (expense) income (1)
( 0.2 ) ( 1.0 ) 1.7 ( 15.2 )
Depreciation and amortization ( 52.2 ) ( 39.9 ) ( 149.0 ) ( 122.0 )
Interest expense ( 27.5 ) ( 19.3 ) ( 79.9 ) ( 51.9 )
Interest income 2.6 1.1 6.0 2.7
Income before income taxes $ 124.2 $ 117.1 $ 469.0 $ 426.8
(1) Corporate pension and other postretirement benefit related (expense) income represents 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 or experience.
September 30,
2023 December 31, 2022
Assets by Segment:
Engineered Bearings $ 3,283.8 $ 3,270.3
Industrial Motion 2,511.9 2,070.1
Corporate (2)
449.0 432.0
$ 6,244.7 $ 5,772.4
(2) Corporate assets include corporate buildings and cash and cash equivalents.
9
Table of Contents
Note 5 - Revenue
The following table presents details deemed most relevant to the users of the financial statements about total revenue for the three and nine months ended September 30, 2023 and 2022:
Three Months Ended Three Months Ended
September 30, 2023 September 30, 2022
Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total
United States $ 307.4 $ 190.6 $ 498.0 $ 310.4 $ 205.3 $ 515.7
Americas excluding the United States 96.1 26.5 122.6 98.4 25.3 123.7
Europe / Middle East / Africa 158.6 125.9 284.5 129.1 100.9 230.0
China 110.7 18.3 129.0 143.0 16.8 159.8
Asia-Pacific excluding China 102.8 5.8 108.6 98.8 8.4 107.2
Net sales $ 775.6 $ 367.1 $ 1,142.7 $ 779.7 $ 356.7 $ 1,136.4
Nine Months Ended Nine Months Ended
September 30, 2023 September 30, 2022
Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total
United States $ 965.9 $ 603.7 $ 1,569.6 $ 902.2 $ 601.8 $ 1,504.0
Americas excluding the United States 284.3 82.3 366.6 295.4 70.4 365.8
Europe / Middle East / Africa 518.1 376.3 894.4 447.4 307.4 754.8
China 425.6 57.5 483.1 405.6 60.6 466.2
Asia-Pacific excluding China 339.6 24.5 364.1 299.8 24.1 323.9
Net sales $ 2,533.5 $ 1,144.3 $ 3,677.8 $ 2,350.4 $ 1,064.3 $ 3,414.7
When reviewing revenue by sales channel, the Company separates net sales to original equipment manufacturers ("OEMs") from sales to distributors and end users. The following table presents the approximate percent of revenue by sales channel for the nine months ended September 30, 2023 and 2022:
Nine Months Ended Nine Months Ended
Revenue by sales channel September 30, 2023 September 30, 2022
Original equipment manufacturers 60 % 60 %
Distribution/end users 40 % 40 %
In addition to disaggregating revenue by segment, 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 nine months ended September 30, 2023 and September 30, 2022, approximately 9 % of total net sales were recognized on an over-time basis because of the continuous transfer of control to the customer, with the remainder recognized as of a point in time. Approximately 4 % of total net sales represented service revenue during the nine months ended September 30, 2023 and September 30, 2022. Finally, business with the United States ("U.S.") government or its contractors represented approximately 6 % and 7 % of total net sales during the nine months ended September 30, 2023 and September 30, 2022, respectively.
Remaining Performance Obligations:
Remaining performance obligations represent the transaction price of orders meeting the definition of a contract 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 $ 202.0 million at September 30, 2023.
10
Table of Contents
Note 5 - Revenue (continued)
Unbilled Receivables:
The following table contains a rollforward of unbilled receivables for the nine months ended September 30, 2023 and the twelve months ended December 31, 2022:
September 30,
2023 December 31,
2022
Beginning balance, January 1 $ 103.9 $ 104.5
Additional unbilled revenue recognized 314.3 396.2
Less: amounts billed to customers ( 282.1 ) ( 370.5 )
Less: unbilled receivables reclassified to assets held for sale — ( 26.3 )
Ending balance $ 136.1 $ 103.9
There were no impairment losses recorded on unbilled receivables for the nine months ended September 30, 2023 and the twelve months ended December 31, 2022.
Deferred Revenue:
The following table contains a rollforward of deferred revenue for the nine months ended September 30, 2023 and the twelve months ended December 31, 2022:
September 30,
2023 December 31,
2022
Beginning balance, January 1 $ 54.3 $ 35.8
Revenue (cash) received in advance 147.9 54.8
Less: revenue recognized ( 146.8 ) ( 36.3 )
Ending balance $ 55.4 $ 54.3
Note 6 - Income Taxes
The Company's provision for income taxes in interim periods is computed by applying the estimated annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring or discrete items are recorded during the period(s) in which they occur.
Three Months Ended
September 30, Nine Months Ended
September 30,
2023 2022 2023 2022
Provision for income taxes $ 33.3 $ 26.7 $ 122.9 $ 108.9
Effective tax rate 26.8 % 22.8 % 26.2 % 25.5 %
Income tax expense for the three and nine months ended September 30, 2023 was calculated using forecasted multi-jurisdictional annual effective tax rates to determine a blended annual effective tax rate. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily due to the actual and projected mix of earnings in non-U.S. jurisdictions with relatively higher tax rates.
The effective tax rate of 26.8 % for the three months ended September 30, 2023 was higher than the effective tax rate for the three months ended September 30, 2022 primarily due to an increase in the mix of earnings in non-U.S. jurisdictions with relatively higher tax rates and the net unfavorable impact of discrete tax items in comparison to the year ago period.
The effective tax rate of 26.2 % for the nine months ended September 30, 2023 was higher than the effective tax rate for the nine months ended September 30, 2022 primarily due to an increase in the mix of earnings in non-U.S. jurisdictions with relatively higher tax rates, partially offset by the net favorable impact of discrete tax items in comparison to the year ago period.
11
Table of Contents
Note 7 - 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 three and nine months ended September 30, 2023 and 2022:
Three Months Ended
September 30, Nine Months Ended
September 30,
2023 2022 2023 2022
Numerator:
Net income attributable to The Timken Company $ 87.9 $ 87.0 $ 335.4 $ 310.2
Denominator:
Weighted average number of shares outstanding - basic 70,878,673 73,177,956 71,740,846 73,890,483
Effect of dilutive securities:
Stock options and awards - based on the treasury
stock method 656,936 688,787 716,003 658,228
Weighted average number of shares outstanding assuming
dilution of stock options and awards 71,535,609 73,866,743 72,456,849 74,548,711
Basic earnings per share $ 1.24 $ 1.19 $ 4.68 $ 4.20
Diluted earnings per share $ 1.23 $ 1.18 $ 4.63 $ 4.16
The dilutive effect of performance-based restricted stock units is taken into account once they have met minimum performance thresholds. The dilutive effect of stock options includes all outstanding stock options except stock options that are considered antidilutive. Stock options are antidilutive when the exercise price exceeds the average market price of the Company’s common shares during the periods presented. There were no antidilutive stock options outstanding during the three and nine months ended September 30, 2023 and 2022.
Note 8 - Inventories
The components of inventories at September 30, 2023 and December 31, 2022 were as follows:
September 30,
2023 December 31,
2022
Manufacturing supplies $ 43.4 $ 41.7
Raw materials 138.8 132.0
Work in process 497.7 491.2
Finished products 602.4 584.8
Subtotal 1,282.3 1,249.7
Allowance for obsolete and surplus inventory ( 79.9 ) ( 58.4 )
Total inventories, net $ 1,202.4 $ 1,191.3
Inventories are valued at net realizable value, with approximately 61 % valued on the first-in, first-out ("FIFO") method and the remaining 39 % valued on the last-in, first-out ("LIFO") method. The majority of the Company's U.S. inventories are valued on the LIFO method. The Company's non-U.S. inventories are valued on the FIFO method.
The LIFO reserve at September 30, 2023 and December 31, 2022 was $ 231.9 million and $ 235.4 million, respectively. 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 calculations 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.
12
Table of Contents
Note 9 - Goodwill and Other 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 for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
In connection with the adoption of new reportable segments, goodwill was reallocated to new reporting units based on relative fair value at the reporting unit level. The Engineered Bearings segment has one reporting unit and the Industrial Motion segment has six reporting units.
The changes in the carrying amount of goodwill for the nine months ended September 30, 2023 were as follows:
Engineered Bearings Industrial Motion Total
Beginning balance $ 679.8 $ 418.5 $ 1,098.3
Acquisitions 0.1 207.4 207.5
Impairment loss — ( 28.3 ) ( 28.3 )
Foreign currency translation adjustments and other changes ( 4.5 ) ( 15.4 ) ( 19.9 )
Ending balance $ 675.4 $ 582.2 $ 1,257.6
During the first quarter of 2023, the Company reviewed goodwill for impairment for its reporting units due to the change in reporting segments that went into effect January 1, 2023. The Company utilizes both an income approach and a market approach in testing goodwill for impairment. The Company utilized updated forecasts for the income approach as part of the goodwill impairment review. Based on the earnings and cash flow forecasts for the Belts and Chain reporting unit within the Industrial Motion segment, the Company determined that the reporting unit could not support the carrying value of its goodwill. As a result, the Company recorded a pretax impairment loss of $ 28.3 million during the first quarter of 2023, which was reported in impairment and restructuring charges on the Consolidated Statement of Income.
The following table displays intangible assets as of September 30, 2023 and December 31, 2022:
Balance at September 30, 2023 Balance at December 31, 2022
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount
Intangible assets
subject to amortization:
Customer relationships $ 698.7 $ ( 209.4 ) $ 489.3 $ 561.5 $ ( 183.2 ) $ 378.3
Technology and know-how 318.2 ( 93.8 ) 224.4 273.1 ( 80.4 ) 192.7
Trade names 74.9 ( 10.4 ) 64.5 18.4 ( 8.7 ) 9.7
Capitalized software 294.7 ( 270.0 ) 24.7 288.4 ( 266.3 ) 22.1
Other 7.8 ( 6.7 ) 1.1 3.3 ( 2.3 ) 1.0
$ 1,394.3 $ ( 590.3 ) $ 804.0 $ 1,144.7 $ ( 540.9 ) $ 603.8
Intangible assets not subject to amortization:
Trade names $ 122.6 $ 122.6 $ 152.8 $ 152.8
FAA air agency certificates 8.7 8.7 8.7 8.7
$ 131.3 $ 131.3 $ 161.5 $ 161.5
Total intangible assets $ 1,525.6 $ ( 590.3 ) $ 935.3 $ 1,306.2 $ ( 540.9 ) $ 765.3
Amortization expense for intangible assets was $ 53.1 million and $ 37.4 million for the nine months ended September 30, 2023 and 2022, respectively. Amortization expense related to intangible assets acquired as part of a business combination is reported in amortization of intangible assets on the Consolidated Statement of Income, and amortization expense related to capitalized software is reported in cost of products sold or selling, general and administrative expenses on the Consolidated Statement of Income. Amortization expense for intangible assets is projected to be approximately $ 68 million in 2023; $ 67 million in 2024; $ 66 million in 2025; $ 63 million in 2026; and $ 61 million in 2027.
13
Table of Contents
Note 10 - Other Current Liabilities
The following table displays other current liabilities as of September 30, 2023 and December 31, 2022:
(Dollars in millions) September 30,
2023 December 31,
2022
Sales rebates $ 73.6 $ 82.9
Deferred revenue 55.4 54.3
Product warranty 22.0 23.5
Operating lease liabilities 23.9 24.1
Current derivative liability 24.1 19.8
Taxes other than income and payroll taxes 24.1 18.7
Freight and duties 14.9 21.7
Interest 17.0 15.0
Professional fees 15.4 17.4
Restructuring 5.4 3.1
Other 85.2 72.4
Total other current liabilities $ 361.0 $ 352.9
14
Table of Contents
Note 11 - Financing Arrangements
Short-term debt at September 30, 2023 and December 31, 2022 was as follows:
September 30,
2023 December 31,
2022
Variable-rate Term Loan (1) , maturing on August 16, 2024, with an interest rate of 4.95 % at September 30, 2023
$ 211.5 $ —
Borrowings under lines of credit for certain of the Company’s foreign subsidiaries with various banks with interest rates ranging from 4.45 % to 7.33 % at September 30, 2023 and 2.38 % to 5.50 % at December 31, 2022
30.1 46.3
Short-term debt $ 241.6 $ 46.3
On August 16, 2023, the Company entered into a € 200 million variable-rate term loan ("2024 Term Loan"), maturing on August 16, 2024. Proceeds from the 2024 Term Loan were used to repay borrowings on the Senior Credit Facility and Accounts Receivable Facility, as well as for general corporate purposes.
Lines of credit for certain of the Company's foreign subsidiaries provide for short-term borrowings up to $ 226.9 million in the aggregate. Most of these lines of credit are uncommitted. At September 30, 2023, the Company’s foreign subsidiaries had borrowings outstanding of $ 30.1 million and bank guarantees of $ 2.3 million, which reduced the aggregate availability under these facilities to $ 194.5 million.
Long-term debt at September 30, 2023 and December 31, 2022 was as follows:
September 30,
2023 December 31,
2022
Variable-rate Senior Credit Facility with an average interest rate on U.S. Dollar of 6.42 % and Euro of 4.51 % at September 30, 2023 and U.S. Dollar of 5.10 % and Euro of 2.21 % at December 31, 2022
$ 49.1 $ 8.5
Variable-rate Accounts Receivable Facility with an interest rate of 6.29 % at September 30, 2023 and 5.01 % at December 31, 2022
78.0 85.0
Variable-rate Term Loan (1) , maturing on December 5, 2027, with an interest rate of 6.54 % at September 30, 2023 and 5.55 % at December 31, 2022
399.3 399.1
Fixed-rate Senior Unsecured Notes (1) , maturing on September 1, 2024, with an interest rate of 3.875 %
349.9 349.8
Fixed-rate Euro Senior Unsecured Notes (1) , maturing on September 7, 2027, with an interest rate of 2.02 %
158.5 160.4
Fixed-rate Senior Unsecured Notes (1) , maturing on December 15, 2028, with an interest rate of 4.50 %
397.6 397.2
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 %
154.8 154.8
Fixed-rate Senior Unsecured Notes (1) , maturing on April 1, 2032, with an interest rate of 4.125 %
343.3 342.1
Fixed-rate Euro Bank Loan, maturing on June 30, 2033, with an interest rate of 2.15 %
12.4 13.6
Other 15.5 6.4
Total debt $ 1,958.4 $ 1,916.9
Less: current maturities 356.8 2.7
Long-term debt $ 1,601.6 $ 1,914.2
(1) Net of discounts and fees
15
Table of Contents
Note 11 - Financing Arrangements (continued)
The Company has a $ 100 million Amended and Restated Asset Securitization Agreement (the "Accounts Receivable Facility"), which matures on November 30, 2024. 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 may be limited to certain borrowing base limitations; however, availability under the Accounts Receivable Facility was not reduced by any such borrowing base limitations at September 30, 2023. As of September 30, 2023, there were $ 78.0 million in outstanding borrowings under the Accounts Receivable Facility, which reduced the availability under this facility to $ 22.0 million. 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.
On December 5, 2022, the Company entered into the Fifth Amended and Restated Credit Agreement ("Credit Agreement"), which is comprised of a $ 750.0 million unsecured revolving credit facility ("Senior Credit Facility") and a $ 400.0 million unsecured term loan facility ("2027 Term Loan") that each mature on December 5, 2027. The Credit Agreement amended and restated the Company's previous revolving credit agreement that was set to mature on June 25, 2024, and replaced the $ 350.0 million term loan that was set to mature on September 11, 2023 ("2023 Term Loan"). The Credit Agreement also replaced interest rates based on LIBOR with interest rates based on Secured Overnight Financing Rate ("SOFR"). At September 30, 2023, the Company had $ 49.1 million of outstanding borrowings and $ 2.0 million of letters of credit under the Senior Credit Facility, which reduced the availability under this facility to $ 698.9 million. The Credit Agreement has two financial covenants: a consolidated leverage ratio and a consolidated interest coverage ratio.
On March 28, 2022, the Company issued fixed-rate unsecured senior notes ("2032 Notes") in the aggregate principal amount of $ 350 million with an interest rate of 4.125 %, maturing on April 1, 2032. Proceeds from the 2032 Notes were used for general corporate purposes, which included the repayment of borrowings under the Company's previous senior credit facility and the Accounts Receivable Facility outstanding at the time of issuance.
At September 30, 2023, the Company was in full compliance with all applicable covenants on its outstanding debt.
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 and certain indirect taxes. At September 30, 2023, outstanding letters of credit totaled $ 56.6 million, most with expiration dates within 12 months.
The maturities of long-term debt (including $ 7.9 million of finance leases) subsequent to September 30, 2023 are as follows:
Year
2023 $ 3.3
2024 438.7
2025 29.5
2026 53.3
2027 564.8
2028 521.6
Thereafter 357.3
The table above excludes $ 10.1 million of unamortized premiums and fees that are netted against long-term debt at September 30, 2023.
16
Table of Contents
Note 12 - Supply Chain Financing
The Company offers a supplier finance program with two different financial institutions where suppliers may receive early payment from the financial institutions on invoices issued to the Company. The Company and each financial institution entered into arrangements providing for the Company to pay the financial institution per the terms of any supplier invoice paid early under the program and to pay an annual fee for the supplier finance platform subscription and related support. The Company or the financial institutions may terminate participation in the program with 90 days’ written notice. The supplier finance programs are unsecured and are not guaranteed by the Company. The financial institutions enter into separate arrangements with suppliers directly to participate in the program. The Company does not determine the terms or conditions of such arrangements or participate in the transactions between the suppliers and the financial institutions. The supplier invoice terms under the program typically require payment in full within 90 days of the invoice date.
The following table is a rollforward of the outstanding obligations for the Company’s supplier finance program for the nine months ended September 30, 2023:
September 30,
2023
Confirmed obligations outstanding, January 1 $ 14.4
Invoices confirmed 69.1
Confirmed invoices paid ( 63.8 )
Confirmed obligations outstanding, ending balance $ 19.7
The obligations outstanding at September 30, 2023 were included in accounts payable, trade on the Consolidated Balance Sheet.
17
Table of Contents
Note 13 - Contingencies
The Company is responsible for environmental remediation at various manufacturing facilities presently or formerly operated by the Company. In addition, the Company, through one of its subsidiaries, has currently been identified as a potentially responsible party for investigation and remediation under the Comprehensive Environmental Response, Compensation and Liability Act, known as the Superfund, or similar state laws with respect to one site. Claims for investigation and remediation have been asserted against numerous other unrelated entities, which are believed to be financially solvent and are expected to fulfill their proportionate share of the obligation.
On December 28, 2004, the United States Environmental Protection Agency (“USEPA”) sent Lovejoy, LLC. ("Lovejoy") a Special Notice Letter that identified Lovejoy as a potentially responsible party, together with at least 14 unrelated parties, at the Ellsworth Industrial Park Site, 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, 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 were settled or dismissed prior to our acquisition of Lovejoy.
The Company had total environmental accruals of $ 4.7 million and $ 4.8 million for various known environmental matters that are probable and reasonably estimable at September 30, 2023 and December 31, 2022, respectively, which includes the Lovejoy matter described 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 of its products. The product warranty liability included in "Other current liabilities" on the Consolidated Balance Sheets was $ 22.0 million and $ 23.5 million at September 30, 2023 and December 31, 2022, respectively. The balances at the end of each respective period represent the best estimates of costs for existing and future claims for products that are still under warranty. The liability primarily relates to accruals for products sold into the automotive and renewable energy sectors. Accrual estimates are based on actual claims and expected trends that continue to mature. Management believes that any significant change to these assumptions will not have a material effect on the Company's consolidated financial position; however, the effect of any such change may be material to the results of operations of any particular period in which such change occurs.
The following is a rollforward of the consolidated product warranty accrual for the nine months ended September 30, 2023 and twelve months ended December 31, 2022:
September 30,
2023 December 31,
2022
Beginning balance, January 1 $ 23.5 $ 11.7
Expense 6.6 14.7
Payments ( 8.1 ) ( 2.9 )
Ending balance $ 22.0 $ 23.5
18
Table of Contents
Note 14 - Equity
The following tables present the changes in the components of equity for the three and nine months ended September 30, 2023 and 2022, respectively:
The Timken Company Shareholders
Total Stated
Capital Other
Paid-In
Capital Retained Earnings Accumulated
Other
Comprehensive
Loss Treasury
Stock Non
controlling
Interest
Balance at June 30, 2023 $ 2,650.0 $ 40.7 $ 1,058.4 $ 2,132.2 $ ( 178.2 ) $ ( 521.8 ) $ 118.7
Net income 90.9 87.9 3.0
Foreign currency translation adjustment ( 65.1 ) ( 63.3 ) ( 1.8 )
Pension and other postretirement liability
adjustments (net of income tax benefit
of $ 0.5 million)
( 1.4 ) ( 1.4 )
Change in fair value of derivative financial
instruments, net of reclassifications 2.0 2.0
Dividends declared to noncontrolling interest ( 0.6 ) ( 0.6 )
Dividends - $ 0.33 per share
( 23.4 ) ( 23.4 )
Stock-based compensation expense 5.8 5.8
Stock purchased at fair market value ( 63.9 ) ( 63.9 )
Stock option exercise activity 4.1 4.1
Payments related to tax withholding for
stock-based compensation ( 1.3 ) ( 1.3 )
Balance at September 30, 2023 $ 2,597.1 $ 40.7 $ 1,068.3 $ 2,196.7 $ ( 240.9 ) $ ( 587.0 ) $ 119.3
The Timken Company Shareholders
Total Stated
Capital Other
Paid-In
Capital Retained Earnings Accumulated
Other
Comprehensive
Loss Treasury
Stock Non
controlling
Interest
Balance at December 31, 2022 $ 2,352.9 $ 40.7 $ 829.6 $ 1,932.1 $ ( 181.9 ) $ ( 352.2 ) $ 84.6
Net income 346.1 335.4 10.7
Foreign currency translation adjustment ( 65.3 ) ( 63.5 ) ( 1.8 )
Pension and other postretirement liability
adjustments (net of income tax benefit
of $ 1.5 million)
( 4.5 ) ( 4.5 )
Change in fair value of derivative financial
instruments, net of reclassifications 0.9 0.9
Dividends - $ 0.97 per share
( 70.8 ) ( 70.8 )
Dividends declared to noncontrolling interest ( 0.6 ) ( 0.6 )
Sale of shares of Timken India Limited 229.0 194.5 8.1 26.4
Stock-based compensation expense 22.9 22.9
Stock purchased at fair market value ( 218.4 ) ( 218.4 )
Stock option exercise activity 21.3 21.3
Payments related to tax withholding for
stock-based compensation ( 16.4 ) ( 16.4 )
Balance at September 30, 2023 $ 2,597.1 $ 40.7 $ 1,068.3 $ 2,196.7 $ ( 240.9 ) $ ( 587.0 ) $ 119.3
On June 20, 2023, the Company completed the sale of 7.6 million shares of Timken India Limited (“TIL”), a publicly-traded subsidiary of the Company, generating net proceeds of $ 229 million after estimated income taxes of $ 55 million and transaction costs. The sale reduced the Company’s ownership in TIL from 67.8 percent to 57.7 percent.
19
Table of Contents
Note 14 - Equity (continued)
The Timken Company Shareholders
Total Stated
Capital Other
Paid-In
Capital Retained Earnings Accumulated
Other
Comprehensive
Loss Treasury
Stock Non
controlling
Interest
Balance at June 30, 2022 $ 2,289.2 $ 40.7 $ 804.1 $ 1,793.2 $ ( 155.9 ) $ ( 278.5 ) $ 85.6
Net income 90.4 87.0 3.4
Foreign currency translation adjustment ( 136.8 ) ( 133.5 ) ( 3.3 )
Pension and other postretirement liability
adjustments (net of income tax benefit of
$ 0.6 million)
( 1.4 ) ( 1.4 )
Change in fair value of derivative financial
instruments, net of reclassifications 1.8 1.8
Dividends paid to noncontrolling interest ( 0.5 ) ( 0.5 )
Dividends - $ 0.31 per share
( 22.8 ) ( 22.8 )
Stock-based compensation expense 6.7 6.7
Stock purchased at fair market value ( 49.0 ) ( 49.0 )
Stock option exercise activity 2.6 2.6
Restricted share activity — 3.8 ( 3.8 )
Payments related to tax withholding for
stock-based compensation ( 1.4 ) ( 1.4 )
Balance at September 30, 2022 $ 2,178.8 $ 40.7 $ 817.2 $ 1,857.4 $ ( 289.0 ) $ ( 332.7 ) $ 85.2
The Timken Company Shareholders
Total Stated
Capital Other
Paid-In
Capital Retained Earnings Accumulated
Other
Comprehensive Loss Treasury
Stock Non
controlling
Interest
Balance at December 31, 2021 $ 2,377.7 $ 40.7 $ 786.9 $ 1,616.4 $ ( 23.0 ) $ ( 126.1 ) $ 82.8
Net income 317.9 310.2 7.7
Foreign currency translation adjustment ( 272.5 ) ( 267.7 ) ( 4.8 )
Pension and other postretirement liability
adjustments (net of income tax benefit
of $ 1.5 million)
( 4.3 ) ( 4.3 )
Change in fair value of derivative financial
instruments, net of reclassifications 6.0 6.0
Dividends paid to noncontrolling interest ( 0.5 ) ( 0.5 )
Dividends - $ 0.92 per share
( 69.2 ) ( 69.2 )
Stock-based compensation expense 22.3 22.3
Stock purchased at fair market value ( 193.3 ) ( 193.3 )
Stock option exercise activity 4.2 4.2
Restricted share activity — 3.8 ( 3.8 )
Payments related to tax withholding for
stock-based compensation ( 9.5 ) ( 9.5 )
Balance at September 30, 2022 $ 2,178.8 $ 40.7 $ 817.2 $ 1,857.4 $ ( 289.0 ) $ ( 332.7 ) $ 85.2
20
Table of Contents
Note 15 - Impairment and Restructuring Charges
Impairment and restructuring charges by segment are comprised of the following:
For the three months ended September 30, 2023:
Engineered Bearings Industrial Motion Total
Impairment charges $ 4.9 $ — $ 4.9
Severance and related benefit costs 1.6 1.8 3.4
Exit costs 0.4 0.2 0.6
Total $ 6.9 $ 2.0 $ 8.9
For the nine months ended September 30, 2023:
Engineered Bearings Industrial Motion Total
Impairment charges $ 4.9 $ 28.3 $ 33.2
Severance and related benefit costs 3.8 2.5 6.3
Exit costs 0.6 0.2 0.8
Total $ 9.3 $ 31.0 $ 40.3
For the three months ended September 30, 2022:
Engineered Bearings Industrial Motion Total
Impairment charges $ 0.2 $ 29.3 $ 29.5
Severance and related benefit costs 0.7 0.8 1.5
Exit costs 0.3 — 0.3
Total $ 1.2 $ 30.1 $ 31.3
For the nine months ended September 30, 2022:
Engineered Bearings Industrial Motion Total
Impairment charges $ 9.0 $ 29.3 $ 38.3
Severance and related benefit costs 1.7 1.1 2.8
Exit costs 1.1 0.1 1.2
Total $ 11.8 $ 30.5 $ 42.3
The following discussion explains the 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.
Engineered Bearings:
On January 16, 2023, the Company announced the closure of its bearing plant in Gaffney, South Carolina. The Company expects to transfer its remaining operations to other bearing manufacturing facilities. The closure of this facility is expected to occur by the end of the fourth quarter of 2023 and is expected to affect approximately 225 employees. The Company expects to incur approximately $ 12 million to $ 14 million of pretax costs in total related to this closure. During the three and nine months ended September 30, 2023, the Company recorded severance and related benefits of $ 1.4 million and $ 3.1 million, respectively, related to this closure. The Company has incurred cumulative pretax costs related to this closure of $ 10.2 million as of September 30, 2023, including rationalization costs recorded in cost of products sold.
21
Table of Contents
Note 15 - Impairment and Restructuring Charges (continued)
As a result of Russia's invasion of Ukraine (and associated sanctions), the Company suspended its operations in Russia in 2022. During the three and nine months ended September 30, 2023, the Company recorded impairment charges of $ 3.9 million related to certain assets of its joint venture in Russia. During the nine months ended September 30, 2022, the Company recorded impairment charges of $ 9.0 million related to certain assets of its joint venture in Russia. The Company continues to evaluate strategic options for its joint venture stake. Refer to Russia Operations in Management's Discussion and Analysis for additional information.
During the three months ended September 30, 2023, the Company classified TWB as assets held for sale and recorded impairment charges of $ 1.0 million. The Company completed the sale of TWB on October 16, 2023.
On July 19, 2021, the Company announced the closure of its bearing manufacturing facility in Villa Carcina, Italy. The Company transferred its remaining operations to other bearing manufacturing facilities. The Company completed the closure of this facility on October 31, 2022, and it affected approximately 110 employees. During the three and nine months ended September 30, 2022, the Company recorded severance and related benefits of $ 0.4 million and $ 1.2 million, and exit costs of $ 0.3 million and $ 1.3 million, respectively, related to this closure. The Company has incurred cumulative pretax costs related to this closure of $ 9.8 million as of September 30, 2023, including rationalization costs recorded in cost of products sold. On November 1, 2022, the Company completed the sale of this facility.
Industrial Motion:
During the third quarter of 2022, the Company announced certain organizational changes, which included the appointment of executive leaders for its Engineered Bearings and Industrial Motion product groups. After evaluating the impact from the organizational changes and related segmentation implications through the balance of 2022, the Company concluded that it would begin operating under two new reportable segments, Engineered Bearings and Industrial Motion, effective January 1, 2023. In conjunction with this change in segmented results, the Company reallocated its goodwill to new reporting units under these two segments. In addition, the Company was required to review goodwill for impairment under these new reporting units. As a result of this goodwill impairment review, the Company recognized a pretax goodwill impairment loss of $ 28.3 million during the three months ended March 31, 2023.
During the three months ended September 30, 2022, the Company classified the ADS business as assets held for sale and recorded impairment charges of $ 29.3 million. The Company subsequently completed the sale of the ADS business on November 1, 2022.
On February 4, 2020, the Company announced the closure of its chain manufacturing facility in Indianapolis, Indiana. This facility was part of the Diamond Chain Company ("Diamond Chain") acquisition completed on April 1, 2019. The Company transferred the majority of its Diamond Chain product line to its chain manufacturing facility in Fulton, Illinois. The chain plant ceased operations on April 30, 2023 and affected approximately 240 employees at the Indianapolis facility. The Company hired approximately 130 full-time positions in Fulton, Illinois related to this closure. The Company incurred cumulative pretax costs related to this closure of $ 14.5 million as of September 30, 2023, including rationalization costs recorded in cost of products sold.
In addition, during the three and nine months ended September 30, 2023, the Company recorded severance and related benefits of $ 0.8 million and $ 1.1 million, respectively, related to one of its automatic lubrication systems facilities in Europe.
22
Table of Contents
Note 15 - Impairment and Restructuring Charges (continued)
Consolidated Restructuring Accrual:
The following is a rollforward of the consolidated restructuring accrual for the nine months ended September 30, 2023 and twelve months ended December 31, 2022:
September 30,
2023 December 31,
2022
Beginning balance, January 1 $ 3.1 $ 7.0
Expense 7.1 5.8
Payments ( 4.8 ) ( 9.7 )
Ending balance $ 5.4 $ 3.1
The restructuring accrual at September 30, 2023 and December 31, 2022 was included in other current liabilities on the Consolidated Balance Sheets.
23
Table of Contents
Note 16 - Retirement Benefit Plans
The following table sets forth the net periodic benefit cost for the Company’s defined benefit pension plans. The amounts for the three and nine months ended September 30, 2023 are based on calculations prepared by the Company's actuaries and represent the Company’s best estimate of that period’s proportionate share of the amounts to be recorded for the year ending December 31, 2023.
U.S. Plans International Plans Total
Three Months Ended
September 30, Three Months Ended
September 30, Three Months Ended
September 30,
2023 2022 2023 2022 2023 2022
Components of net periodic benefit cost (credit):
Service cost $ 0.2 $ 1.6 $ 0.3 $ 0.4 $ 0.5 $ 2.0
Interest cost 4.4 4.7 2.4 1.4 6.8 6.1
Expected return on plan assets ( 2.1 ) ( 4.3 ) ( 2.5 ) ( 2.2 ) ( 4.6 ) ( 6.5 )
Amortization of prior service cost 0.1 0.3 — — 0.1 0.3
Recognition of net actuarial losses 0.2 1.0 — — 0.2 1.0
Net periodic benefit cost (credit) $ 2.8 $ 3.3 $ 0.2 $ ( 0.4 ) $ 3.0 $ 2.9
U.S. Plans International Plans Total
Nine Months Ended
September 30, Nine Months Ended
September 30, Nine Months Ended
September 30,
2023 2022 2023 2022 2023 2022
Components of net periodic benefit cost (credit):
Service cost $ 0.6 $ 5.3 $ 1.1 $ 1.2 $ 1.7 $ 6.5
Interest cost 13.4 12.9 7.7 4.3 21.1 17.2
Expected return on plan assets ( 6.3 ) ( 14.5 ) ( 7.8 ) ( 7.1 ) ( 14.1 ) ( 21.6 )
Amortization of prior service cost 0.2 0.9 0.1 0.1 0.3 1.0
Recognition of net actuarial
(gains) losses ( 1.7 ) 15.2 — — ( 1.7 ) 15.2
Net periodic benefit cost (credit) $ 6.2 $ 19.8 $ 1.1 $ ( 1.5 ) $ 7.3 $ 18.3
For the three and nine months ended September 30, 2023, lump sum payments related to new retirees exceeded annual interest and service costs for one of the Company's U.S. defined benefit pension plans, triggering a remeasurement of assets and obligations for this plan. As a result of this remeasurement, the Company recognized a net actuarial ("mark-to-market") loss of $ 0.2 million during the three months ended September 30, 2023 and a mark-to-market gain of $ 1.7 million during the nine months ended September 30, 2023.
For the three and nine months ended September 30, 2022, the Company expected full-year lump sum payments related to new retirees to exceed annual interest and service costs for two of the Company's U.S. defined pension plans. This triggered a remeasurement of assets and obligations for these plans. As a result of these remeasurements, the Company recognized net mark-to-market losses of $ 1.0 million and $ 15.2 million during the three and nine months ended September 30, 2022, respectively.
24
Table of Contents
Note 17 - Other Postretirement Benefit Plans
The following table sets forth the net periodic benefit cost for the Company’s other postretirement benefit plans. The amounts for the three and nine months ended September 30, 2023 are based on calculations prepared by the Company's actuaries and represent the Company’s best estimate of that period’s proportionate share of the amounts to be recorded for the year ending December 31, 2023.
Three Months Ended
September 30, Nine Months Ended
September 30,
2023 2022 2023 2022
Net periodic benefit credit:
Service cost $ 0.1 $ — $ 0.1 $ 0.1
Interest cost 0.4 0.4 1.4 1.1
Amortization of prior service credit ( 2.0 ) ( 2.6 ) ( 6.2 ) ( 7.6 )
Net periodic benefit credit $ ( 1.5 ) $ ( 2.2 ) $ ( 4.7 ) $ ( 6.4 )
25
Table of Contents
Note 18 - Accumulated Other Comprehensive Income (Loss)
The following tables present details about components of accumulated other comprehensive (loss) income for the three and nine months ended September 30, 2023 and 2022, respectively:
Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total
Balance at June 30, 2023 $ ( 227.8 ) $ 47.7 $ 1.9 $ ( 178.2 )
Other comprehensive loss (income) before
reclassifications and income taxes ( 65.1 ) — 2.1 ( 63.0 )
Amounts reclassified from accumulated other
comprehensive (loss) income before income
taxes — ( 1.9 ) 0.8 ( 1.1 )
Income tax benefit (expense) — 0.5 ( 0.9 ) ( 0.4 )
Net current period other comprehensive (loss)
income, net of income taxes ( 65.1 ) ( 1.4 ) 2.0 ( 64.5 )
Noncontrolling interest 1.8 — — 1.8
Net current period other comprehensive (loss)
income, net of income taxes, noncontrolling
interest and sale of shares of Timken India
Limited ( 63.3 ) ( 1.4 ) 2.0 ( 62.7 )
Balance at September 30, 2023 $ ( 291.1 ) $ 46.3 $ 3.9 $ ( 240.9 )
Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total
Balance at December 31, 2022 $ ( 235.7 ) $ 50.8 $ 3.0 $ ( 181.9 )
Sale of shares of Timken India Limited 8.1 — — 8.1
Other comprehensive loss (income) before
reclassifications and income taxes ( 65.3 ) ( 0.1 ) 0.4 ( 65.0 )
Amounts reclassified from accumulated other
comprehensive (loss) income before income
taxes — ( 5.9 ) 0.9 ( 5.0 )
Income tax benefit (expense) — 1.5 ( 0.4 ) 1.1
Net current period other comprehensive (loss)
income, net of income taxes ( 65.3 ) ( 4.5 ) 0.9 ( 68.9 )
Noncontrolling interest 1.8 — — 1.8
Net current period other comprehensive (loss)
income, net of income taxes, noncontrolling
interest and sale of shares of Timken India
Limited ( 55.4 ) ( 4.5 ) 0.9 ( 59.0 )
Balance at September 30, 2023 $ ( 291.1 ) $ 46.3 $ 3.9 $ ( 240.9 )
26
Table of Contents
Note 18 - Accumulated Other Comprehensive Income (Loss) (continued)
Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total
Balance at June 30, 2022 $ ( 214.5 ) $ 53.7 $ 4.9 $ ( 155.9 )
Other comprehensive (loss) income before
reclassifications and income taxes ( 136.8 ) 0.3 3.3 ( 133.2 )
Amounts reclassified from accumulated other
comprehensive (loss) income before income
taxes — ( 2.3 ) ( 0.8 ) ( 3.1 )
Income tax benefit (expense) — 0.6 ( 0.7 ) ( 0.1 )
Net current period other comprehensive (loss)
income, net of income taxes ( 136.8 ) ( 1.4 ) 1.8 ( 136.4 )
Noncontrolling interest 3.3 — — 3.3
Net current period other comprehensive (loss)
income, net of income taxes and noncontrolling
interest ( 133.5 ) ( 1.4 ) 1.8 ( 133.1 )
Balance at September 30, 2022 $ ( 348.0 ) $ 52.3 $ 6.7 $ ( 289.0 )
Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total
Balance at December 31, 2021 $ ( 80.3 ) $ 56.6 $ 0.7 $ ( 23.0 )
Other comprehensive (loss) income before
reclassifications and income taxes ( 272.5 ) 0.8 10.4 ( 261.3 )
Amounts reclassified from accumulated other
comprehensive (loss) income before income
taxes — ( 6.6 ) ( 2.4 ) ( 9.0 )
Income tax benefit (expense) — 1.5 ( 2.0 ) ( 0.5 )
Net current period other comprehensive (loss)
income, net of income taxes ( 272.5 ) ( 4.3 ) 6.0 ( 270.8 )
Noncontrolling interest 4.8 — — 4.8
Net current period other comprehensive (loss)
income, net of income taxes and noncontrolling
interest ( 267.7 ) ( 4.3 ) 6.0 ( 266.0 )
Balance at September 30, 2022 $ ( 348.0 ) $ 52.3 $ 6.7 $ ( 289.0 )
Other comprehensive (loss) income before reclassifications and income taxes includes the effect of foreign currency.
27
Table of Contents
Note 19 - Fair Value
Fair value is defined as the price that would be expected to 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 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – 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 tables present the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022:
September 30, 2023
Total Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents $ 327.9 $ 327.8 $ 0.1 $ —
Cash and cash equivalents measured at net asset value 40.0
Restricted cash 7.2 7.2 — —
Short-term investments 41.8 — 41.8 —
Foreign currency forward contracts 2.5 — 2.5 —
Total assets $ 419.4 $ 335.0 $ 44.4 $ —
Liabilities:
Foreign currency forward contracts $ 24.1 $ — $ 24.1 $ —
Total liabilities $ 24.1 $ — $ 24.1 $ —
December 31, 2022
Total Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents $ 292.1 $ 289.3 $ 2.8 $ —
Cash and cash equivalents measured at net asset value 39.5
Restricted cash 9.1 9.1 — —
Short-term investments 39.2 — 39.2 —
Interest rate swap contracts 3.1 — 3.1 —
Foreign currency forward contracts 4.5 — 4.5 —
Total assets $ 387.5 $ 298.4 $ 49.6 $ —
Liabilities:
Foreign currency forward contracts $ 19.8 $ — $ 19.8 $ —
Total liabilities $ 19.8 $ — $ 19.8 $ —
Cash and cash equivalents are highly liquid investments with maturities of 90 days or less when purchased and are valued at redemption value. Short-term investments are investments with maturities between 91 days 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 market interest rates to measure the fair value of its interest rate swap contracts. The Company uses publicly available foreign currency forward and spot rates to measure the fair value of its foreign currency forward contracts.
28
Table of Contents
Note 19 - Fair Value (continued)
In addition, the Company remeasures certain assets at fair value, using Level 3 inputs, as a result of the occurrence of triggering events such as purchase accounting for acquisitions or goodwill impairment.
During the third quarter of 2023, TWB was reclassified to assets held for sale. In conjunction with this reclassification, the legal entity, with a carrying value of $ 10.3 million, was written down to $ 9.3 million, which represents its estimated fair value less the cost to sell, resulting in an impairment charge of $ 1.0 million. The fair value for these net assets was determined based on an estimate of the value expected to be received upon the sale of this business. See Note 3 - Acquisitions and Divestitures for further discussion.
During the third quarter of 2023, property, plant and equipment and leased assets at the Company's joint venture in Russia, with a carrying value of $ 3.9 million, were written down to their estimated fair value, resulting in an impairment charge of $ 3.9 million. The fair value for these assets was determined based on the best estimate of the price that would be realized in a current transaction to sell the business and related assets to a third party.
No other material assets were measured at fair value on a nonrecurring basis during the nine months ended September 30, 2023 and 2022, respectively.
Financial Instruments:
The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, accounts receivable, trade accounts payable, short-term borrowings and long-term debt. Due to their short-term nature, the carrying value of cash and cash equivalents, short-term investments, accounts receivable, trade 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 Level 2 inputs (quoted market prices), was $ 1,328.3 million and $ 1,353.5 million at September 30, 2023 and December 31, 2022, respectively. The carrying value of this debt was $ 1,416.5 million and $ 1,417.9 million at September 30, 2023 and December 31, 2022, respectively. The difference between fair value and carrying value primarily reflects the net impact of changes in prevailing interest rates and credit spreads since the fixed-rate debt was issued.
The Company does not believe it has significant concentrations of risk associated with the counterparties to its financial instruments.
29
Table of Contents
Note 20 - Derivative Instruments and Hedging Activities
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 between October 30, 2020 and September 11, 2023 to a fixed rate. The Company repaid the LIBOR-based 2023 Term Loan on December 5, 2022 and replaced it with the SOFR-based 2027 Term Loan. The Company amended the interest rate for the swap from LIBOR to SOFR commencing January 2023. 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. The swap matured on September 11, 2023.
On September 15, 2020, the Company designated € 54.5 million of its € 150.0 million fixed-rate senior unsecured notes, maturing on September 7, 2027 (the "2027 Notes"), as a hedge against its net investment in one of its European subsidiaries. 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 three and nine months ended September 30, 2023, respectively, was a gain of $ 1.8 million and $ 0.7 million to accumulated comprehensive (loss) income with a corresponding offset to other income (expense), which partially offsets the impact of the foreign currency adjustment on the 2027 Notes.
The Company entered into $ 350 million of floating-to-fixed 10-year Treasury rate locks during the first quarter of 2022, prior to issuing the 2032 Notes. This fixed the 10-year Treasury yield and settled at pricing of the 2032 Notes, resulting in $ 6.5 million of cash proceeds received by the Company. This amount was recorded to accumulated comprehensive income and will be amortized as a reduction in interest expense over the 10-year tenor of the 2032 Notes.
The Company does not purchase or hold any derivative financial instruments for trading purposes. As of September 30, 2023 and December 31, 2022, the Company had $ 699.5 million and $ 635.6 million, respectively, of outstanding foreign currency forward contracts at notional value. Refer to Note 19 - 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 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.
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 certain foreign currencies with forward contracts. When the dollar strengthens significantly against these 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 September 30, 2023 and December 31, 2022, the Company had $ 67.2 million and $ 82.3 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 its exposure to the variability in future cash flows for forecast transactions is generally eighteen months or less.
30
Table of Contents
Note 20 - Derivative Instruments and Hedging Activities (continued)
Purpose for 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 the loan with a maturity date corresponding to 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 September 30, 2023 and December 31, 2022, the Company had $ 632.3 million and $ 553.3 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 three and nine months ended September 30, 2023 and 2022, respectively, and the related location within the Consolidated Statements of Income:
Amount of gain or (loss) recognized in income
Three Months Ended
September 30, Nine Months Ended
September 30,
Derivatives not designated as hedging instruments: Location of gain or (loss) recognized in income 2023 2022 2023 2022
Foreign currency forward contracts Other expense, net $ 0.3 $ ( 1.1 ) $ ( 16.2 ) $ ( 8.0 )
Note 21 - Subsequent Events
On October 12, 2023, the Company reached an agreement to acquire Engineered Solutions Group, also known as Innovative Mechanical Solutions ("iMECH"). iMECH manufactures thrust bearings, radial bearings, specialty coatings and other components primarily used in the energy industry. iMECH is expected to have revenue of approximately $ 30 million for the full year of 2023. The business employs approximately 70 people and is based in Houston, Texas. The transaction, which is subject to customary closing conditions, is expected to close in the fourth quarter and will be funded with cash and borrowings from existing credit facilities.
31
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.