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Item 5. Market for Registrant’s Common Equity

2025-02-20 compared with 2024-02-26 · 23 added, 35 removed, 9 unchanged (87% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common shares are traded on the New York Stock Exchange under the symbol “TKR".

The number of record holders of the Company’s common shares at December 31, 2024 was 2,729.

The estimated number of beneficial shareholders at December 31, 2024 exceeds 90,000.

During the quarter ended December 31, 2024, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Regulation 408(a) of Regulation S-K).

Issuer Purchases of Common Shares:

The following table provides information about purchases of its common shares by the Company during the quarter ended December 31, 2024.

Period Total number

of shares purchased Average

price paid per share Total number of

shares purchased as

part of publicly

plans or programs Maximum number

of shares that may

yet be purchased

plans or programs (1)

10/1/2024 - 10/31/2024 — $ — — 2,258,990

11/1/2024 - 11/30/2024 120,000 75.45 120,000 2,138,990

12/1/2024 - 12/31/2024 — — — 2,138,990

Total 120,000 $ 75.45 120,000 —

(1) On February 12, 2021, the Company's Board of Directors approved a share repurchase plan, effective March 1, 2021, pursuant to which the Company may purchase up to ten million of its common shares, in the aggregate.

This share purchase plan expires on February 28, 2026.

Under this plan, the Company may purchase shares from time to time in open market purchases or privately negotiated transaction, and it may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities (continued)

7 unchanged sentences

The graph assumes, in each case, an initial investment of $100 on January 1, 2020, in Timken common shares, S&P 500 Index and S&P 400 Industrials Index, based on market prices at the end of each fiscal year through and including December 31, 2024 , and reinvestment of dividends.

Selected Financial Data

Summary of Operations and Other Comparative Data:

(Dollars in millions, except per share, shareholder and per employee data) 2023 2022 2021 2020 2019

Statements of Income

Net sales $ 4,769.0 $ 4,496.7 $ 4,132.9 $ 3,513.2 $ 3,789.9

Operating income 657.1 606.9 513.1 454.9 516.4

Net income 408.0 417.0 381.5 292.4 374.7

Net income attributable to The Timken Company $ 394.1 $ 407.4 $ 369.1 $ 284.5 $ 362.1

Basic earnings per share (1)

5.52 5.54 4.86 3.78 4.78

Diluted earnings per share (2)

5.47 5.48 4.79 3.72 4.71

Weighted average number of shares outstanding - basic 71,377,656 73,602,247 75,885,316 75,354,280 75,758,123

Weighted average number of shares outstanding - diluted 72,081,884 74,323,839 77,006,589 76,401,366 76,896,565

Other Comparative Data

Total assets $ 6,541.7 $ 5,772.4 $ 5,170.7 $ 5,041.6 $ 4,859.9

Total liabilities 3,839.3 3,419.5 2,793.0 2,816.4 2,905.1

Total equity 2,702.4 2,352.9 2,377.7 2,225.2 1,954.8

Net income attributable to The Timken Company / net sales 8.3 % 9.1 % 8.9 % 8.1 % 9.6 %

Net cash provided from operating activities 545.2 463.8 387.3 577.6 550.1

Capital expenditures 187.8 178.4 148.3 121.6 140.6

Capital expenditures / net sales 3.9 % 4.0 % 3.6 % 3.5 % 3.7 %

Depreciation and amortization 201.3 164.0 167.8 167.1 160.6

Dividends per share $ 1.30 $ 1.23 $ 1.19 $ 1.13 $ 1.12

Number of employees at year-end 19,602 19,404 18,029 17,430 18,829

Non-GAAP Financial Information (3)

Adjusted earnings per share $ 7.05 $ 6.46 $ 5.18 $ 4.56 $ 5.05

Adjusted earnings before interest, taxes, depreciation

and amortization (EBITDA) $ 939.7 $ 855.9 $ 718.0 $ 658.9 $ 726.3

Adjusted EBITDA Margin (% of net sales) 19.7 % 19.0 % 17.4 % 18.8 % 19.2 %

Free cash flow 357.4 285.4 239.0 456.0 409.5

Adjusted return on invested capital (ROIC) 13.8 % 14.5 % 12.9 % 11.6 % 13.5 %

(1) Based on weighted average number of shares outstanding during the year.

(2) Based on weighted average number of shares outstanding during the year, assuming dilution of stock options and awards.

(3) Refer to page 43 for reconciliations to the most directly comparable generally accepted accounting principal ("GAAP") financial measures.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity