TIMKEN CO 10-K

Item 8. Financial Statements and Supplementary Data The Timken Company and Subsidiaries Financial Statements Page Consolidated Statements of Income 50 Consolidated Statements of Comprehensive Income 50 Consolidated Balance Sheets 51 Consolidated Statements of Cash Flows 52 Consolidated Statements of Shareholders' Equity 53 Notes to Consolidated Financial Statements 54 Report of an Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 101 49 Table of Contents Consolidated Statements of Income Year Ended December 31, 2024 2023 2022 (Dollars in millions, except per share data) Net sales $ 4,573.0 $ 4,769.0 $ 4,496.7 Cost of products sold 3,132.3 3,259.9 3,164.7 Selling, general and administrative expenses 752.0 740.8 637.1 Amortization of intangible assets 78.0 65.7 43.9 Impairment and restructuring charges 13.4 45.5 44.1 Gain on sale of real estate ( 13.8 ) — — Operating Income 611.1 657.1 606.9 Interest expense ( 125.1 ) ( 110.7 ) ( 74.6 ) Interest income 14.9 9.3 3.8 Non-service pension and other postretirement (expense) income ( 2.6 ) ( 24.0 ) 9.3 Other (expense) income, net ( 4.1 ) ( 1.2 ) 5.5 Income Before Income Taxes 494.2 530.5 550.9 Provision for income taxes 118.9 122.5 133.9 Net Income 375.3 408.0 417.0 Less: Net income attributable to noncontrolling interest 22.6 13.9 9.6 Net Income Attributable to The Timken Company $ 352.7 $ 394.1 $ 407.4 Net Income per Common Share Attributable to The Timken Company Common Shareholders Basic earnings per share $ 5.02 $ 5.52 $ 5.54 Diluted earnings per share $ 4.99 $ 5.47 $ 5.48 See accompanying Notes to the Consolidated Financial Statements. Consolidated Statements of Comprehensive Income Year Ended December 31, 2024 2023 2022 (Dollars in millions) Net Income $ 375.3 $ 408.0 $ 417.0 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments ( 161.2 ) 33.5 ( 162.7 ) Pension and postretirement liability adjustments ( 6.0 ) ( 6.1 ) ( 5.8 ) Change in fair value of derivative financial instruments 2.0 ( 0.8 ) 2.3 Other comprehensive (loss) income, net of tax ( 165.2 ) 26.6 ( 166.2 ) Comprehensive Income, net of tax 210.1 434.6 250.8 Less: comprehensive income attributable to noncontrolling interest 17.8 12.1 2.3 Comprehensive Income Attributable to The Timken Company $ 192.3 $ 422.5 $ 248.5 See accompanying Notes to the Consolidated Financial Statements. 50 Table of Contents Consolidated Balance Sheets December 31, 2024 2023 (Dollars in millions) ASSETS Current Assets Cash and cash equivalents $ 373.2 $ 418.9 Restricted cash 0.4 0.4 Accounts receivable, less allowances: (2024 - $ 21.5 million; 2023 - $ 17.1 million) 664.6 671.7 Unbilled receivables 140.8 144.5 Inventories, net 1,195.6 1,229.1 Deferred charges and prepaid expenses 39.5 41.5 Other current assets 102.8 128.8 Total Current Assets 2,516.9 2,634.9 Property, Plant and Equipment, Net 1,306.9 1,311.9 Other Assets Goodwill 1,383.3 1,369.6 Other intangible assets, net 1,006.5 1,031.4 Operating lease assets 130.6 119.7 Deferred income taxes 41.0 44.3 Other non-current assets 25.8 29.9 Total Other Assets 2,587.2 2,594.9 Total Assets $ 6,411.0 $ 6,541.7 LIABILITIES AND EQUITY Current Liabilities Accounts payable, trade $ 321.7 $ 367.2 Short-term debt, including current portion of long-term debt 13.0 605.6 Salaries, wages and benefits 142.2 161.5 Income taxes payable 24.4 19.9 Other current liabilities 319.2 317.1 Total Current Liabilities 820.5 1,471.3 Non-Current Liabilities Long-term debt 2,049.7 1,790.3 Accrued pension benefits 157.7 172.3 Accrued postretirement benefits 29.8 30.2 Long-term operating lease liabilities 84.0 78.7 Deferred income taxes 175.0 186.5 Other non-current liabilities 110.2 110.0 Total Non-Current Liabilities 2,606.4 2,368.0 Shareholders’ Equity Class I and II Serial Preferred Stock without par value: Authorized - 10,000,000 shares each class, none issued — — Common stock without par value: Authorized - 200,000,000 shares Issued (including shares in treasury) (2024 – 79,173,667 shares; 2023 – 78,680,164 shares) Stated capital 40.7 40.7 Other paid-in capital 1,269.3 1,076.5 Retained earnings 2,488.8 2,232.2 Accumulated other comprehensive loss ( 301.7 ) ( 146.9 ) Treasury shares at cost (2024 – 9,174,863 shares; 2023 – 8,553,272 shares) ( 670.6 ) ( 620.1 ) Total Shareholders’ Equity 2,826.5 2,582.4 Noncontrolling interest 157.6 120.0 Total Equity 2,984.1 2,702.4 Total Liabilities and Equity $ 6,411.0 $ 6,541.7 See accompanying Notes to the Consolidated Financial Statements. 51 Table of Contents Consolidated Statements of Cash Flows Year Ended December 31, 2024 2023 2022 (Dollars in millions) CASH PROVIDED (USED) Operating Activities Net income $ 375.3 $ 408.0 $ 417.0 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 221.8 201.3 164.0 Impairment charges 3.5 33.2 38.3 (Gain) loss on sale of assets ( 14.4 ) 1.3 ( 1.9 ) (Gain) loss on acquisitions and divestitures — ( 2.9 ) 3.5 Deferred income tax benefit ( 35.3 ) ( 11.6 ) ( 3.6 ) Stock-based compensation expense 25.9 30.6 30.4 Pension and other postretirement expense (income) 5.3 26.5 ( 0.6 ) Pension and other postretirement benefit contributions and payments ( 26.1 ) ( 29.8 ) ( 14.6 ) Changes in operating assets and liabilities: Accounts receivable ( 14.2 ) 71.6 ( 73.5 ) Unbilled receivables 3.3 ( 40.4 ) ( 26.0 ) Inventories 9.6 72.0 ( 145.6 ) Accounts payable, trade ( 37.1 ) ( 57.4 ) ( 10.2 ) Other accrued expenses ( 7.1 ) ( 47.6 ) 91.9 Income taxes ( 28.2 ) ( 108.4 ) 16.3 Other, net ( 6.6 ) ( 1.2 ) ( 21.6 ) Net Cash Provided by Operating Activities 475.7 545.2 463.8 Investing Activities Capital expenditures ( 170.0 ) ( 187.8 ) ( 178.4 ) Acquisitions, net of cash acquired of $ 8.9 million in 2024; $ 30.0 million in 2023; and $ 19.4 million in 2022 ( 167.4 ) ( 638.8 ) ( 453.7 ) Proceeds from disposals of property, plant and equipment 17.6 1.8 9.6 Proceeds from divestitures, net of cash divested of $ 0.7 million in 2023 and $ 5.3 million in 2022 0.3 13.5 33.9 Investments in short-term marketable securities, net 15.2 5.7 14.6 Other ( 0.3 ) ( 0.9 ) 0.7 Net Cash Used in Investing Activities ( 304.6 ) ( 806.5 ) ( 573.3 ) Financing Activities Cash dividends paid to shareholders ( 96.1 ) ( 94.0 ) ( 91.7 ) Purchase of treasury shares ( 40.5 ) ( 250.9 ) ( 211.6 ) Proceeds from exercise of stock options 5.6 21.8 8.5 Payments related to tax withholding for stock-based compensation ( 10.0 ) ( 17.0 ) ( 10.7 ) Proceeds from long-term debt 1,858.3 1,564.9 1,399.5 Payments on long-term debt ( 1,839.3 ) ( 1,329.0 ) ( 978.5 ) Deferred financing costs ( 5.5 ) ( 0.5 ) ( 6.6 ) Accounts receivable facility financing borrowings 366.0 104.0 297.0 Accounts receivable facility financing payments ( 433.0 ) ( 122.0 ) ( 212.0 ) Short-term debt activity, net ( 230.3 ) 190.0 6.9 Noncontrolling interest dividends paid ( 1.1 ) ( 0.6 ) ( 0.5 ) Proceeds from the sale of shares in Timken India Limited 232.3 284.8 — Other ( 1.2 ) ( 4.4 ) 6.5 Net Cash (Used in) Provided by Financing Activities ( 194.8 ) 347.1 206.8 Effect of exchange rate changes on cash ( 22.0 ) ( 7.2 ) ( 14.5 ) (Decrease) Increase In Cash, Cash Equivalents and Restricted Cash ( 45.7 ) 78.6 82.8 Cash, cash equivalents and restricted cash at beginning of year 419.3 340.7 257.9 Cash, Cash Equivalents and Restricted Cash at End of Year $ 373.6 $ 419.3 $ 340.7 See accompanying Notes to the Consolidated Financial Statements. 52 Table of Contents Consolidated Statements of Shareholders’ Equity The Timken Company Shareholders (Dollars in millions, except per share data) Total Stated Capital Other Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Treasury Shares Non- controlling Interest Year Ended December 31, 2022 Balance at January 1, 2022 $ 2,377.7 $ 40.7 $ 786.9 $ 1,616.4 $ ( 23.0 ) $ ( 126.1 ) $ 82.8 Net income 417.0 407.4 9.6 Foreign currency translation adjustments ( 162.7 ) ( 155.4 ) ( 7.3 ) Pension and other postretirement liability adjustments (net of $ 1.9 million income tax benefit) ( 5.8 ) ( 5.8 ) Change in fair value of derivative financial instruments, net of reclassifications 2.3 2.3 Dividends declared to noncontrolling interest ( 0.5 ) ( 0.5 ) Dividends – $ 1.23 per share ( 91.7 ) ( 91.7 ) Stock-based compensation expense 30.4 30.4 Purchase of treasury shares ( 211.6 ) ( 211.6 ) Shares surrendered for stock option activity — 3.8 ( 3.8 ) Stock option exercise activity 8.5 8.5 Payments related to tax withholding for stock-based compensation ( 10.7 ) ( 10.7 ) Balance at December 31, 2022 $ 2,352.9 $ 40.7 $ 829.6 $ 1,932.1 $ ( 181.9 ) $ ( 352.2 ) $ 84.6 Year Ended December 31, 2023 Net income 408.0 394.1 13.9 Foreign currency translation adjustments 33.5 35.3 ( 1.8 ) Pension and other postretirement liability adjustments (net of $ 2.0 million income tax benefit) ( 6.1 ) ( 6.1 ) Change in fair value of derivative financial instruments, net of reclassifications ( 0.8 ) ( 0.8 ) Dividends declared to noncontrolling interest ( 0.6 ) ( 0.6 ) Dividends – $ 1.30 per share ( 94.0 ) ( 94.0 ) Sale of shares of Timken India Limited 229.0 194.5 8.1 26.4 Other ownership changes ( 4.0 ) ( 1.5 ) ( 2.5 ) Stock-based compensation expense 30.6 30.6 Purchase of treasury shares ( 250.9 ) ( 250.9 ) Stock option exercise activity 21.8 21.8 Payments related to tax withholding for stock-based compensation ( 17.0 ) ( 17.0 ) Year Ended December 31, 2023 $ 2,702.4 $ 40.7 $ 1,076.5 $ 2,232.2 $ ( 146.9 ) $ ( 620.1 ) $ 120.0 Year Ended December 31, 2024 Net income 375.3 352.7 22.6 Foreign currency translation adjustments ( 161.2 ) ( 156.4 ) ( 4.8 ) Pension and other postretirement liability adjustments (net of $ 2.0 million income tax benefit) ( 6.0 ) ( 6.0 ) Change in fair value of derivative financial instruments, net of reclassifications 2.0 2.0 Dividends declared to noncontrolling interest ( 1.1 ) ( 1.1 ) Dividends – $ 1.35 per share ( 96.1 ) ( 96.1 ) Sale of shares of Timken India Limited 186.8 161.3 5.6 19.9 Other ownership changes 1.0 1.0 Stock-based compensation expense 25.9 25.9 Purchase of treasury shares ( 40.5 ) ( 40.5 ) Stock option exercise activity 5.6 5.6 Payments related to tax withholding for stock-based compensation ( 10.0 ) ( 10.0 ) Balance at December 31, 2024 $ 2,984.1 $ 40.7 $ 1,269.3 $ 2,488.8 $ ( 301.7 ) $ ( 670.6 ) $ 157.6 See accompanying Notes to the Consolidated Financial Statements. 53 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share data) Note 1 - Significant Accounting Policies Principles of Consolidation: The consolidated financial statements include the accounts and operations of the Company in which a controlling interest is maintained. Investments in affiliated companies where the Company exercises significant influence, but does not control, and the activities of which it is not the primary beneficiary, are accounted for using the equity method. All intercompany accounts and transactions are eliminated upon consolidation. Revenue: A contract exists when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Revenue is generally recognized as performance obligations under the terms of a contract with a customer of the Company are satisfied. Of the Company's revenue, approximately 90 % is from fixed-price contracts and continues to be recognized as of a point in time when products are shipped from the Company's manufacturing or distribution facilities or at a later point in time when control of the products transfers to the customer. The Company recognizes approximately 10 % of revenue over time primarily for certain sales of customer-specific product as it satisfies the performance obligations because of the continuous transfer of control to the customer, supported as follows: • For U.S. government contracts, the customer is allowed to unilaterally terminate the contract for convenience, and is required to pay the Company for costs incurred plus a reasonable margin and can take control of any work in process. • For certain non-U.S. government contracts involving customer-specific products, the customer controls the work in process based on contractual termination clauses or restrictions on the Company's use of the product, and the Company possesses a right to payment for work performed to date plus a reasonable margin. • For certain service contracts, this continuous transfer of control to the customer occurs as the Company's service enhances assets that the customer owns and controls at all times, and the Company is contractually entitled to payment for work performed to date plus a reasonable margin. As a result of control transferring over time, revenue is recognized based on progress toward completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. The Company has elected to use the cost-to-cost input measure of progress for these contracts because it best depicts the transfer of goods or services to the customer based on incurring costs on the contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues are recorded proportionally as costs are incurred. The pricing and payment terms for non-U.S. government contracts are based on the Company's standard terms and conditions or the result of specific negotiations with each customer. The Company's standard terms and conditions require payment 30 to 90 days from the invoice date based on geographic region, but the timing of payment for specific negotiated terms may vary. The Company also has both prime and subcontracts in support of the provision of goods and services to the U.S. government. Certain of these contracts are subject to the Federal Acquisition Regulation ("FAR") and are priced based on competitive market prices. Under the payment terms of certain of these U.S. government fixed-price contracts, the customer pays the Company performance-based payments, which are interim payments of up to 90 % of the costs incurred to date based on quantifiable measures of performance or on the achievement of specified events or milestones. Because the customer retains a portion of the contract price until completion of such contracts, certain of these U.S. government fixed-price contracts result in revenue recognized in excess of billings, which is presented within "Unbilled receivables" on the Consolidated Balance Sheets. The portion of the payments retained by the customer until final contract settlement is not considered a significant financing component because the intent is to protect the customer. 54 Table of Contents Note 1 - Significant Accounting Policies (continued) Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Sales, value-added, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. As a practical expedient, the Company may exclude an assessment of whether promised goods are performance obligations, if such promised goods are immaterial to the customer contract taken as a whole, and combine these with other performance obligations. The Company has also elected not to adjust the promised amount of consideration for the effects of any significant financing component where the Company expects, at contract inception, that the period between when the Company transfers a promised good to a customer and when the customer pays for that good will be one year or less. Finally, the Company's policy is to exclude performance obligations resulting from contracts with a duration of one year or less from its disclosures related to remaining performance obligations. The amount of consideration to which the Company expects to be entitled in exchange for the goods and services is not generally subject to significant variations. However, the Company does offer certain customers rebates, prompt payment discounts, end-user discounts, the right to return eligible products, and/or other forms of variable consideration. The Company estimates this variable consideration using the expected value amount, which is based on historical experience. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company adjusts the estimate of revenue at the earlier of when the amount of consideration the Company expects to receive changes or when the consideration becomes fixed. The Company recognizes the cost of freight and shipping when control of the products or services has transferred to the customer as an expense in "Cost of products sold" on the Consolidated Statements of Income, because those are costs incurred to fulfill the promise recognized, not a separate performance obligation. To the extent certain freight and shipping fees are charged to customers, the Company recognizes the amounts charged to customers as revenues and the related costs as an expense in "Cost of products sold" when control of the related products or services has transferred to the customer. Contracts are occasionally modified to account for changes in contract specifications, requirements, and pricing. The Company considers contract modifications to exist when the modification either creates new enforceable rights and obligations or changes existing ones. Substantially all of the Company's contract modifications are for goods or services that are distinct from the existing contract. Therefore, the effect of a contract modification on the transaction price and the Company's measure of progress for the performance obligation to which it relates is generally recognized on a prospective basis. Cash Equivalents: The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Restricted Cash: Cash and cash equivalents of $ 0.4 million were restricted at December 31, 2024 and 2023. Accounts Receivable, Less Allowances: Accounts receivable, less allowances on the Consolidated Balance Sheets include amounts billed and currently due from customers. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance for doubtful accounts, which represents an estimate of the losses expected from the accounts receivable portfolio, to reduce accounts receivable to their net realizable value. The allowance is based upon historical trends in collections and write-offs, management's judgment of the probability of collecting accounts and management's evaluation of business risk. The Company extends credit to customers satisfying predefined credit criteria. The Company believes it has limited concentration of credit risk due to the diversity of its customer base. Unbilled Receivables: Unbilled receivables on the Consolidated Balance Sheets primarily include unbilled amounts typically resulting from sales under long-term contracts when the following conditions exist: (i) cost-to-cost method of revenue recognition is utilized; (ii) the revenue recognized exceeds the amount billed to the customer; and (iii) the right to payment is generally subject to the passage of time as milestones are achieved. The amounts recorded for unbilled receivables do not exceed their net realizable value. 55 Table of Contents Note 1 - Significant Accounting Policies (continued) Inventories: Inventories are valued at the lower of cost or net realizable value, with approximately 59 % valued by the first-in, first-out ("FIFO") method and the remaining 41 % valued by the last-in, first-out ("LIFO") method. The majority of the Company’s domestic inventories are valued by the LIFO method, while substantially all of the Company’s international inventories are valued by the FIFO method. Investments: Short-term investments are investments with maturities between four months and one year and are valued at amortized cost, which approximates fair value. The Company held short-term investments as of December 31, 2024 and 2023 with a fair value and cost ba sis of $ 15.9 million an d $ 31.6 million, respectively, which were included in "Other current assets" on the Consolidated Balance Sheets. Property, Plant and Equipment: Property, plant and equipment, net on the Consolidated Balance Sheets is valued at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred. The provision for depreciation is computed by the straight-line method based upon the estimated useful lives of the assets. The useful lives are 10 to 30 years for buildings, three to 10 years for computer software and three to 20 years for machinery and equipment. The impairment of long-lived assets is evaluated when events or changes in circumstances indicate that the carrying amount of the asset or related group of assets may not be recoverable. If the expected future undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized at that time to reduce the asset to the lower of its fair value or its net book value. Leases: The Company determines if any arrangement is a lease at the inception of a contract. For leases where the Company is the lessee, it recognizes lease assets and related lease liabilities at the lease commencement date based on the present value of lease payments over the lease term. Most of the Company’s leases do not provide an implicit interest rate. As a result, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The lease assets also consist of amounts for favorable or unfavorable lease terms related to acquisitions. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the accelerated interest method of recognition. A lease asset and lease liability are not recorded for leases with an initial term of 12 months or less, and the lease expense related to these leases is recognized as incurred over the lease term. Goodwill and Other Intangible Assets: Intangible assets subject to amortization are amortized on a straight-line method over their legal or estimated useful lives, with useful lives ranging from one to 20 years. Goodwill and indefinite-lived intangible assets not subject to amortization are tested for impairment at least annually. The Company performs its annual impairment test as of October 1st. Furthermore, goodwill and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying values may not be recoverable in accordance with accounting rules related to goodwill and other intangible assets. Purchase accounting and business combinations: Assets acquired and the liabilities assumed as part of a business combination are recognized at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. The Company considers inputs to value the assets and liabilities by taking into account competitive trends, market comparisons, independent appraisals, and historical data, among other factors, as supplemented by current and anticipated market conditions. The valuation inputs in these analyses are based on market participant assumptions. The Company may refine these estimates and record adjustments to an asset or liability with the offset to goodwill during the measurement period, which may be up to one year from the acquisition date. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s Consolidated Statements of Income. 56 Table of Contents Note 1 - Significant Accounting Policies (continued) Product Warranties: The Company provides limited warranties on certain of its products. The Company accrues liabilities for warranties generally based upon specific claims and in certain instances based on historical warranty claim experience in accordance with accounting rules relating to contingent liabilities. When the Company becomes aware of a specific potential warranty claim for which liability is probable and reasonably estimable, a specific charge is recorded and accounted for accordingly. Adjustments are made quarterly to the accruals as claim data and historical experience change. Income Taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. The Company recognizes valuation allowances against deferred tax assets by tax jurisdiction when it is more likely than not those assets will not be realized. Accruals for uncertain tax positions are provided for in accordance with ASC 740-10. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. The Company has elected to account for Global Intangible Low Tax Income as a period cost. Foreign Currency: Assets and liabilities of subsidiaries are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the reporting period. Translation adjustments for assets and liabilities are reflected as a separate component of accumulated other comprehensive loss (income). Foreign currency gains and losses resulting from transactions are included in the Consolidated Statements of Income. Net of related derivative activity, the Company recognized a foreign currency exchange loss resulting from transactions of $ 9.3 million for the year ended December 31, 2024 and recognized a loss of $ 14.8 million and a gain of $ 15.4 million for the years ended December 31, 2023 and 2022, respectively. Pension and Other Postretirement Benefits: The Company recognizes actuarial gains and losses immediately through net periodic benefit cost upon the annual remeasurement in the fourth quarter, or on an interim basis if specific events trigger a remeasurement. Actuarial gains and losses are excluded from segment results, while all other components of net periodic benefit cost will continue to be included within segment results. Stock-Based Compensation: The Company recognizes stock-based compensation expense over the related vesting period of the awards based on the fair value on the grant date. Stock options are issued with an exercise price equal to the opening market price of Timken common shares on the date of grant. The fair value of stock options is determined using a Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, the expected option life, the risk-free interest rate and the expected dividend yield. The fair value of stock-based awards that will settle in Timken common shares, other than stock options, is based on the opening market price of Timken common shares on the grant date. The fair value of stock-based awards that will settle in cash are remeasured at each reporting period until settlement of the awards. The Company recognizes forfeitures on stock-based awards as they occur. Earnings Per Share: Earnings per share are computed by dividing net income by the weighted-average number of common shares outstanding during the year. Diluted earnings per share are computed by dividing net income by the weighted-average number of common shares outstanding, adjusted for the dilutive impact of potential common shares for share-based compensation awards. 57 Table of Contents Note 1 - Significant Accounting Policies (continued) Derivative Instruments: The Company recognizes all derivatives on the Consolidated Balance Sheets at fair value. Derivatives that are not designated as hedges are adjusted to fair value through earnings. If the derivative is designated and qualifies as a hedge, depending on the nature of the hedge, changes in the fair value of the derivatives are either offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in accumulated other comprehensive loss (income) until the hedged item is recognized in earnings. The Company’s holdings of forward foreign currency exchange contracts qualify as derivatives pursuant to the criteria established in derivative accounting guidance, and the Company has designated certain of those derivatives as hedges. Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Because actual results could differ from these estimates, the Company reviews and updates these estimates and assumptions regularly to reflect recent experience. Recent Accounting Pronouncements: New Accounting Guidance Adopted: In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280). ASU 2023-07 requires that a public entity disclose: (1) on an annual and interim basis, significant segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of segment profit or loss; (2) on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition; and (3) the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The other segment items category is the difference between segment revenue less the segment expenses disclosed and each reported measure of segment profit or loss. For public business entities, the new guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the new guidance in the fourth quarter of 2024. Refer to Note 4 - Segment Information in the Notes to the Consolidated Financial Statements for additional information. New Accounting Guidance Issued and Not Yet Adopted: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires that a public entity disclose the detailed information about types of expense. Specifically, a public entity would disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation and (d) intangible asset amortization included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(d). In addition, a public entity should include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements. A public entity would also disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. For public business entities, the new guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 40). ASU 2023-09 is intended to enhance the transparency and decision to improve the usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The amendments require that all entities disclose on an annual basis the amount of income taxes paid disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. For public business entities, the new guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is preparing to adopt the new guidance in 2025. 58 Table of Contents Note 2 - Acquisitions and Divestitures Acquisitions: On September 9, 2024, the Company acquired 100 % of the capital stock of CGI, a Nevada-based manufacturer of precision drive systems serving medical robotics and other automation markets. CGI employs approximately 130 people and has its headquarters and manufacturing facilities in Carson City, Nevada. With its concentration on medical robotics, CGI enhances the Company's product portfolio serving this attractive sector. The total purchase price for this acquisition was $ 167.1 million, net of cash acquired of $ 8.9 million. Results for CGI are reported in the Industrial Motion segment. The Company incurred acquisition-related costs of $ 2.0 million to complete this acquisition. Acquisition costs are recorded in selling, general and administrative expenses on the Consolidated Statements of Income. During 2023, the Company completed six acquisitions, which enhanced the Company's capabilities and product portfolio. On December 20, 2023, the Company completed the acquisition of 100 % of the capital stock of Lagersmit, a Netherlands-based manufacturer of highly engineered sealing solutions for marine, dredging, water, tidal energy and other industrial applications, for $ 128.2 million, net of cash acquired of $ 6.5 million. Lagersmit employs approximately 90 people. Results for Lagersmit are reported in the Industrial Motion segment. On September 1, 2023, the Company acquired 100 % of the capital stock of Des-Case, a Tennessee-based manufacturer of specialty filtration products for industrial lubricants, for $ 123.2 million, net of cash acquired of $ 1.8 million. Des-Case has manufacturing facilities in Tennessee and the Netherlands and employs approximately 120 people. Results for Des-Case are reported in the Industrial Motion segment. On April 4, 2023, the Company acquired 100 % of the capital stock of Nadella, a leading European manufacturer of linear guides, telescopic rails, actuators and systems and other specialized industrial motion solutions, for $ 293.5 million, net of cash acquired of $ 21.0 million. Based in Italy, Nadella employs approximately 450 people and operates manufacturing facilities in Europe and China. Results for Nadella are reported in the Industrial Motion segment. On November 1, 2023, the Company acquired iMECH. The Company acquired 100 % of the capital stock in the U.S. and substantially all of the assets in Canada. iMECH manufactures thrust bearings, radial bearings, specialty coatings and other components primarily used in the energy industry. iMECH employs approximately 70 people and has facilities in Houston, Texas and Alberta, Canada. Results for iMECH are reported in the Engineered Bearings segment. On September 29, 2023, the Company acquired 100 % of the capital stock of 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. Results for Rosa are reported in the Industrial Motion segment. On January 31, 2023, the Company acquired substantially all of the assets of 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. Results for ARB are reported in the Engineered Bearings segment. The total purchase price for these three acquisitions was $ 95.7 million, net of cash acquired of $ 1.4 million. The Company incurred transaction costs of $ 6.7 million to complete the 2023 acquisitions. 59 Table of Contents Note 2 - Acquisitions and Divestitures (continued) The purchase price allocations at fair value, net of cash acquired, for 2024 and 2023 acquisitions as of December 31, 2024 and 2023 are presented below: 2024 2023 Assets: Accounts receivable $ 4.2 $ 43.9 Inventories 13.7 111.8 Other current assets 0.3 5.0 Property, plant and equipment 20.6 47.9 Operating lease assets 2.6 7.2 Goodwill 61.4 292.0 Other intangible assets 100.4 299.5 Other non-current assets 3.0 5.1 Total assets acquired $ 206.2 $ 812.4 Liabilities: Accounts payable, trade $ 0.6 $ 24.2 Salaries, wages and benefits 1.5 14.9 Income taxes payable 0.2 4.5 Other current liabilities 1.3 11.0 Short-term debt — 4.7 Long-term debt — 6.0 Accrued pension cost — 3.6 Long-term operating lease liabilities 1.9 6.4 Deferred income taxes 28.4 81.9 Other non-current liabilities 5.2 7.6 Total liabilities assumed $ 39.1 $ 164.8 Noncontrolling interest acquired — 6.3 Net assets acquired $ 167.1 $ 641.3 Cash flow reconciling items: Working capital adjustment related to 2023 acquisitions paid in 2024 0.3 ( 0.3 ) Working capital adjustment related to 2022 acquisition received in 2023 — ( 2.2 ) Cash paid for acquisitions, net of cash acquired $ 167.4 $ 638.8 The 2023 acquisitions presented above include goodwill of $ 59.1 million and intangible assets of $ 71.9 million for Lagersmit, goodwill of $ 78.7 million and intangible assets of $ 45.1 million for Des-Case, and goodwill of $ 129.0 million and intangible assets of $ 158.9 million for Nadella. In determining the fair value of the amounts above, 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. As a result, the Company utilized third-party valuation specialists to assist in determining the fair value of certain assets. Inputs were generally determined by considering independent appraisals and historical data, supplemented by current and anticipated market conditions. 60 Table of Contents Note 2 - Acquisitions and Divestitures (continued) The 2024 amounts in the table above represent the preliminary purchase price allocation for the CGI acquisition. 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. The purchase price allocation for CGI is preliminary as a result of the proximity of the acquisition date to December 31, 2024, and as a result, no elements of the purchase price allocation have been finalized. 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 for 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. The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2024 and 2023: 2024 2023 Weighted- Average Life Weighted- Average Life Trade names (finite life) 6.1 18 years 25.6 17 years Technology and know-how 35.3 16 years 70.5 15 years Customer relationships 59.0 17 years 201.8 14 years Non-competes — 1.0 3 years Capitalized software — 0.6 2 years Total intangible assets $ 100.4 $ 299.5 Divestitures: During the third quarter of 2023, the Company made the decision to sell its TWB business, located in Jiangsu Province, China. The business met the held for sale criteria, and the Company reclassified its assets and liabilities accordingly. As a result of the carrying value of the business exceeding the estimated sales price less costs to sell, the Company recorded an impairment charge of $ 1.0 million in 2023. On October 16, 2023, the Company completed the divestiture of TWB. TWB had net sales of $ 22.7 million and $ 39.3 million in 2023 and 2022, respectively. The results of operations of TWB were reported in the Engineered Bearings segment. The Company recorded proceeds of $ 9.0 million, net of cash divested of $ 0.7 million, on the sale of the business and reported an additional loss of $ 0.6 million in the fourth quarter of 2023. On February 28, 2023, the Company completed the sale of its 50 % membership interests in SE Setco, a 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 proceeds for SE Setco and recognized a pretax gain of $ 4.8 million on the sale. The gain was reflected in other (expense) income, net in the Consolidated Statement of Income. 61 Table of Contents Note 3 - Revenue The following table presents details deemed most relevant to the users of the financial statements about total revenue for the years ended December 31, 2024, 2023 and 2022: December 31, 2024 Engineered Bearings Industrial Motion Total United States $ 1,281.6 $ 795.3 $ 2,076.9 Americas excluding United States 383.1 102.7 485.8 Europe / Middle East / Africa 599.2 520.7 1,119.9 Asia-Pacific 770.4 120.0 890.4 Net sales $ 3,034.3 $ 1,538.7 $ 4,573.0 December 31, 2023 Engineered Bearings Industrial Motion Total United States $ 1,266.1 $ 789.8 $ 2,055.9 Americas excluding United States 375.6 106.1 481.7 Europe / Middle East / Africa 678.6 499.7 1,178.3 Asia-Pacific 937.4 115.7 1,053.1 Net sales $ 3,257.7 $ 1,511.3 $ 4,769.0 December 31, 2022 Engineered Bearings Industrial Motion Total United States $ 1,198.1 $ 793.9 $ 1,992.0 Americas excluding United States 383.2 93.0 476.2 Europe / Middle East / Africa 588.9 406.8 995.7 Asia-Pacific 922.4 110.4 1,032.8 Net sales $ 3,092.6 $ 1,404.1 $ 4,496.7 Net sales by geographic area are reported by the destination of net sales. When reviewing revenues by sales channel, the Company separates net sales to OEMs from sales to distributors and end users. The following table presents the percent of revenues by sales channel for the years ended December 31, 2024, 2023 and 2022: Revenue by sales channel 2024 2023 2022 Original equipment manufacturers 55 % 60 % 60 % Distribution/end users 45 % 40 % 40 % In addition to disaggregating revenue by segment and geography and by sales channel as shown above, the Company believes information about the timing of transfer of goods or services and type of customer is also relevant. During the year ended December 31, 2024, approximately 10 % of total net sales were recognized on an over-time basis compared to 9 % in 2023 and 2022. These sales were recognized over-time due to the continuous transfer of control to the customer, with the remainder recognized as of a point in time. Finally, business with the U.S. government or its contractors represented approximately 7 % of total net sales in 2024, 6 % of total net sales in 2023, and 7 % of total net sales for 2022. 62 Table of Contents Note 3 - Revenue (continued) 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 $ 153 million at December 31, 2024. Unbilled Receivables: The following table contains a rollforward of unbilled receivables for the years ended December 31, 2024 and 2023: 2024 2023 Beginning balance, January 1 $ 144.5 $ 103.9 Additional unbilled revenue recognized 380.5 424.1 Less: amounts billed to customers ( 384.2 ) ( 383.5 ) Ending balance $ 140.8 $ 144.5 There were no impairment losses recorded on unbilled receivables for the years ended December 31, 2024 and 2023. Deferred Revenue: The following table contains a rollforward of deferred revenue for the years ended December 31, 2024 and 2023: 2024 2023 Beginning balance, January 1 $ 45.4 $ 54.3 Acquisitions 0.7 1.4 Revenue (cash) received in advance 153.0 165.2 Less: revenue recognized ( 157.7 ) ( 175.5 ) Ending balance $ 41.4 $ 45.4 63 Table of Contents Note 4 - Segment Information The Company operates under two reportable segments: (1) Engineered Bearings and (2) Industrial Motion. Description of types of products and services from which each reportable segment derives its revenues: The Company ' s reportable segments are product business units that serve customers in diverse industrial markets. Each reportable segment is managed to address specific customer needs in these diverse market segments. The Engineered Bearings portfolio features bearings with precision tolerances, proprietary internal geometries and quality materials. Products include tapered, spherical, cylindrical, thrust, ball, plain, miniature, precision and housed unit bearings that deliver strong performance, consistency and reliability. The portfolio serves OEMs and end users in the following markets: industrial distribution, renewable energy, automotive, rail, aerospace, metals and mining, heavy truck, agriculture and turf, and construction. Beyond products sold to OEMs, aftermarket sales to individual end users, equipment owners, operators and maintenance shops are handled directly or through the Company's extensive network of authorized automotive and heavy truck distributors. The Industrial Motion portfolio features products such as drives, breathers, seals, automatic lubrication systems, linear motion products, chain, belts, couplings, industrial clutches and brakes, and gears and gearboxes. The portfolio products and services are sold to OEMs and end users in markets that place heavy demands on operating equipment they make or use. This includes: industrial distribution, automation, agriculture and turf, services, marine, renewable energy, aerospace and construction. This segment also supports aftermarket sales through its global network of authorized industrial distributors and through the provision of services directly to end users. In addition, the Company’s industrial drivetrain services offer end users a broad portfolio of maintenance support and capabilities that include repair and service for bearings and gearboxes as well as electric motor rewind, repair and services. Measurement of segment profit or loss and segment assets: The Company's CODM is the President and Chief Executive Officer. The primary measurement used by the CODM to measure the financial performance of each segment is adjusted EBITDA. The Company's CODM evaluates financial performance and allocates resources based on return on capital and profitable growth. The CODM considers actual and budget results provided on a regular basis for both segment's profit measures when making decisions about allocating capital and personnel to the segments. The Company adopted the new disclosure requirements under ASU 2023-07, which requires that the Company disclose significant segment expenses. The Company concluded that the significant segment expenses provided to the CODM are: (1) cost of products sold and (2) selling, general and administrative expenses. 2023 and 2022 have been revised to align with the new presentation guidance. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. 64 Table of Contents Note 4 - Segment Information (continued) Business Segment Information: The following tables provide segment financial information and a reconciliation of segment results to consolidated results for the year ended December 31, 2024: Engineered Bearings Industrial Motion Total Net sales $ 3,034.3 $ 1,538.7 $ 4,573.0 Cost of products sold (1) ( 2,106.9 ) ( 1,008.5 ) Selling, general and administrative expenses (2) ( 419.3 ) ( 269.1 ) Other segment items (3) 4.5 ( 0.1 ) Depreciation and amortization (4) 95.6 45.5 Adjusted EBITDA for reportable segments $ 608.2 $ 306.5 $ 914.7 Unallocated corporate expense ( 69.9 ) Impairment, restructuring and reorganization charges ( 17.8 ) Corporate pension and other postretirement benefit income 1.3 Acquisition-related charges ( 13.0 ) Tax indemnification and related items 1.1 Gain on divestitures and sale of certain assets 14.7 CEO succession expenses ( 3.7 ) Property losses and related expenses ( 1.2 ) Depreciation and amortization ( 221.8 ) Interest expense ( 125.1 ) Interest income 14.9 Income before income taxes $ 494.2 Year ended December 31, 2023: Engineered Bearings Industrial Motion Total Net sales $ 3,257.7 $ 1,511.3 $ 4,769.0 Cost of products sold (1) ( 2,246.0 ) ( 979.7 ) Selling, general and administrative expenses (2) ( 425.4 ) ( 253.0 ) Other segment items (3) 4.2 ( 0.1 ) Depreciation and amortization (4) 92.1 41.3 Adjusted EBITDA for reportable segments $ 682.6 $ 319.8 $ 1,002.4 Unallocated corporate expense ( 62.7 ) Impairment, restructuring and reorganization charges ( 59.3 ) Corporate pension and other postretirement benefit expense ( 20.6 ) Acquisition-related charges ( 31.8 ) Gain on divestitures and sale of certain assets 5.2 Depreciation and amortization ( 201.3 ) Interest expense ( 110.7 ) Interest income 9.3 Income before income taxes $ 530.5 65 Table of Contents Note 4 - Segment Information (continued) Year ended December 31, 2022: Engineered Bearings Industrial Motion Total Net sales $ 3,092.6 $ 1,404.1 $ 4,496.7 Cost of products sold (1) ( 2,184.7 ) ( 962.8 ) Selling, general and administrative expenses (2) ( 368.1 ) ( 213.6 ) Other segment items (3) 14.7 1.0 Depreciation and amortization (4) 84.0 35.0 Adjusted EBITDA for reportable segments $ 638.5 $ 263.7 $ 902.2 Unallocated corporate expense ( 46.3 ) Impairment, restructuring and reorganization charges ( 55.1 ) Corporate pension and other postretirement benefit expense ( 2.9 ) Acquisition-related charges ( 14.8 ) Tax indemnification and related items ( 0.3 ) Gain on divestitures and sale of certain assets 2.9 Depreciation and amortization ( 164.0 ) Interest expense ( 74.6 ) Interest income 3.8 Income before income taxes $ 550.9 (1) Cost of products sold exclude acquisition-related and reorganization charges, and property losses and related expenses. (2) Selling, general, and administrative expenses exclude acquisition-related charges. (3) Other segments items is Other (expense) income, net and exclude gain on divestitures and sale of certain assets, and tax indemnification and related items. (4) Depreciation and amortization excludes acquisition intangible amortization and depreciation recognized in reorganization charges, if any. The following tables provide additional segment financial information: 2024 2023 Assets employed at year-end: Engineered Bearings $ 3,126.1 $ 3,296.8 Industrial Motion 2,822.6 2,744.5 Corporate (5) 462.3 500.4 $ 6,411.0 $ 6,541.7 (5) Corporate assets include corporate buildings and cash and cash equivalents. 2024 2023 2022 Capital expenditures: Engineered Bearings $ 120.3 $ 140.7 $ 143.8 Industrial Motion 49.1 46.2 33.2 Corporate 0.6 0.9 1.4 $ 170.0 $ 187.8 $ 178.4 Depreciation and amortization: Engineered Bearings $ 108.6 $ 107.2 $ 87.6 Industrial Motion 111.6 92.7 74.8 Corporate 1.6 1.4 1.6 $ 221.8 $ 201.3 $ 164.0 66 Table of Contents Note 4 - Segment Information (continued) Geographic Financial Information: 2024 2023 Property, Plant and Equipment, net: United States $ 470.0 $ 446.3 China 264.5 278.8 India 174.2 146.2 Rest of world 398.2 440.6 $ 1,306.9 $ 1,311.9 Long-lived assets by geographic area are reported by the location of the subsidiary. Refer to Note 3 - Revenue for further information pertaining to geographic net sales information. 67 Table of Contents Note 5 - Income Taxes Income before income taxes, based on geographic location of the operations to which such earnings are attributable, is provided below. As the Company has elected to treat certain foreign subsidiaries as branches for U.S. income tax purposes, pretax income attributable to the United States shown below may differ from the pretax income reported in the Company’s annual U.S. federal income tax return. Income before income taxes: 2024 2023 2022 United States $ 175.6 $ 173.8 $ 86.0 Non-United States 318.6 356.7 464.9 Income before income taxes $ 494.2 $ 530.5 $ 550.9 The provision for income taxes consisted of the following: 2024 2023 2022 Current: Federal $ 28.6 $ 10.4 $ 11.2 State and local 9.1 3.8 6.7 Foreign 116.5 119.9 119.6 $ 154.2 $ 134.1 $ 137.5 Deferred: Federal $ ( 6.6 ) $ ( 12.1 ) $ ( 7.8 ) State and local ( 2.7 ) ( 1.5 ) ( 0.3 ) Foreign ( 26.0 ) 2.0 4.5 $ ( 35.3 ) $ ( 11.6 ) $ ( 3.6 ) United States and foreign tax provision on income $ 118.9 $ 122.5 $ 133.9 The Company made net income tax payments of $ 183.5 million, $ 240.3 million and $ 120.6 million in 2024, 2023 and 2022, respectively. These income tax payments included $ 45.2 million and $ 55.2 million in 2024 and 2023, respectively, that were recorded in other paid-in capital related to sale of shares of Timken India Limited. The following table is the reconciliation between the provision for income taxes and the amount computed by applying the U.S. federal income tax rate of 21% to income before taxes: 2024 2023 2022 Income tax at the U.S. federal statutory rate $ 103.8 $ 111.4 $ 115.7 Adjustments: State and local income taxes, net of federal tax benefit 4.9 5.3 5.3 Tax on foreign remittances and U.S. tax on foreign income 16.8 25.6 19.0 Tax expense related to undistributed earnings of foreign subsidiaries 1.3 15.0 1.0 Foreign losses without current tax benefits 6.1 7.7 3.1 Foreign earnings taxed at different rates including tax holidays 16.6 18.1 19.4 U.S. foreign tax credit ( 21.1 ) ( 55.8 ) ( 15.2 ) Effect of cross-border tax laws ( 5.2 ) ( 10.3 ) ( 3.9 ) Accruals and settlements related to tax audits ( 6.7 ) ( 3.2 ) ( 9.5 ) Other items, net 2.4 8.7 ( 1.0 ) Provision for income taxes $ 118.9 $ 122.5 $ 133.9 Effective income tax rate 24.1 % 23.1 % 24.3 % 68 Table of Contents Note 5 - Income Taxes (continued) The Company recognized $ 55.8 million of tax benefits for U.S. foreign tax credit utilization primarily from acquisition integration structuring for the year ended December 31, 2023. There has been no change in the Company’s assertion about its permanent reinvestment in undistributed foreign earnings. The Company recorded $ 1.3 million and $ 15.0 million of income tax expense related to foreign withholding taxes on planned one-time distributions for the years ended December 31, 2024 and 2023, respectively. No additional deferred taxes have been recorded for any other outside basis differences as these amounts continue to be indefinitely reinvested in foreign operations. The amounts of undistributed foreign earnings were $ 1,834.6 million and $ 1,608.8 million at December 31, 2024 and December 31, 2023, respectively. It is not practicable to calculate the additional taxes that might be payable on such unremitted earnings due to the variety of circumstances and tax laws applicable at the time of distribution. The Organization for Economic Co-operation and Development ("OECD") has a framework to implement a global minimum corporate tax of 15% applied on a country-by-country basis for companies with global revenues and profits above certain thresholds (referred to as "Pillar 2"), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025. While the United States has not enacted legislation to adopt Pillar 2, and it is uncertain if it will do so in the future, certain countries in which the Company operates have enacted such legislation, and other countries are in the process of doing so. The enactment of Pillar 2 was not material to the Company’s results of operations and financial condition. The effect of temporary differences giving rise to deferred tax assets and liabilities at December 31, 2024 and 2023 was as follows: 2024 2023 Deferred tax assets: Accrued postretirement benefits cost $ 7.9 $ 8.0 Accrued pension cost 39.3 44.1 Other employee benefit accruals 10.7 14.3 Tax loss and credit carryforwards 89.1 84.9 Other, net 75.9 58.3 Valuation allowances ( 48.7 ) ( 39.3 ) $ 174.2 $ 170.3 Deferred tax liabilities - principally depreciation and amortization ( 308.2 ) ( 312.5 ) Net deferred tax liabilities $ ( 134.0 ) $ ( 142.2 ) The Company has U.S. federal and state tax credit and loss carryforwards with tax benefits totaling $ 23.3 million, portions of which will expire in 2024 and continue until 2043. In addition, the Company has loss carryforwards in various non-U.S. jurisdictions with tax benefits totaling $ 64.5 million, portions of which will expire in 2025 while others will be carried forward indefinitely. The Company has provided valuation allowances of $ 47.9 million against certain of these carryforwards and $ 0.8 million against other deferred tax assets. A majority of the non-U.S. loss carryforwards represent local country net operating losses for branches of the Company or entities treated as branches of the Company under U.S. tax law for which deferred taxes have been recorded. As of December 31, 2024, the Company had $ 35.8 million of total gross unrecognized tax benefits, $ 24.4 million of which would favorably impact the Company’s effective income tax rate in any future period if such benefits were recognized. As of December 31, 2024, the Company believes it is reasonably possible that the amount of unrecognized tax positions could decrease by approximately $ 9 million during the next 12 months. The potential decrease would primarily be driven by settlements with tax authorities and the expiration of various applicable statutes of limitation. As of December 31, 2024, the Company had accrued $ 11.8 million of interest and penalties related to uncertain tax positions. The Company records interest and penalties related to uncertain tax positions as a component of income tax expense. 69 Table of Contents Note 5 - Income Taxes (continued) As of December 31, 2023, the Company had $ 34.2 million of total gross unrecognized tax benefits, $ 24.2 million of which would favorably impact the Company’s effective income tax rate in any future period if such benefits were recognized. As of December 31, 2023, the Company believed it was reasonably possible that the amount of unrecognized tax positions could decrease by approximately $ 5 million during the next 12 months. The potential decrease would primarily be driven by settlements with tax authorities and the expiration of various applicable statutes of limitation. As of December 31, 2023, the Company had accrued $ 11.8 million of interest and penalties related to uncertain tax positions. The Company records interest and penalties related to uncertain tax positions as a component of income tax expense. As of December 31, 2022, the Company had $ 26.0 million of total gross unrecognized tax benefits, $ 23.3 million of which would favorably impact the Company’s effective income tax rate in any future period if such benefits were recognized. As of December 31, 2022, the Company had accrued $ 8.8 million of interest and penalties related to uncertain tax positions. The Company records interest and penalties related to uncertain tax positions as a component of income tax expense. The following table reconciles the Company’s total gross unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022: 2024 2023 2022 Beginning balance, January 1 $ 34.2 $ 26.0 $ 36.1 Tax positions related to the current year: Additions 4.2 7.0 0.6 Tax positions related to prior years: Additions 4.5 9.6 4.0 Reductions ( 1.6 ) ( 4.7 ) ( 4.7 ) Settlements with tax authorities ( 0.1 ) ( 0.4 ) ( 1.9 ) Lapses in statutes of limitation ( 5.4 ) ( 3.3 ) ( 8.1 ) Ending balance, December 31 $ 35.8 $ 34.2 $ 26.0 During 2024 , gross unrecognized tax benefits increased primarily for accruals related to prior year tax matters in multiple jurisdictions related to acquisitions and non-deductible expenses. These increases were partially offset by releases of accruals related to closing agreements and lapses in statute of limitations. During 2023 , gross unrecognized tax benefits increased primarily for accruals related to prior year tax matters in multiple jurisdictions related to acquisitions and non-U.S. non-deductible expenses. These increases were partially offset by releases of accruals related to closing agreements and lapses in statute of limitations. During 2022 , gross unrecognized tax benefits decreased primarily for releases of accruals related to lapses in statute of limitations and reductions related to foreign currency for non-U.S. positions. These decreases were partially offset by accruals for uncertain tax positions related to prior year tax matters in multiple jurisdictions related to acquisitions. As of December 31, 2024, the Company is subject to examination by the IRS for tax years 2019 to the present. The Company also is subject to tax examination in various U.S. state and local tax jurisdictions for tax years 2017 to the present, as well as various foreign tax jurisdictions, including Mexico, China, Poland, France, India, Italy, Romania, Germany, Spain and Slovakia for tax years as early as 2003 to the present. The Company’s unrecognized tax benefits are presented on the Consolidated Balance Sheets as a component of other non-current liabilities, or in certain instances, as a reduction to deferred income taxes. 70 Table of Contents Note 6 - 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 years ended December 31, 2024, 2023 and 2022: 2024 2023 2022 Numerator: Net income attributable to The Timken Company $ 352.7 $ 394.1 $ 407.4 Denominator: Weighted average number of shares outstanding - basic 70,198,067 71,377,656 73,602,247 Effect of dilutive securities: Stock options and awards - based on the treasury stock method 552,415 704,228 721,592 Weighted average number of shares outstanding, assuming dilution of stock options and awards 70,750,482 72,081,884 74,323,839 Basic earnings per share $ 5.02 $ 5.52 $ 5.54 Diluted earnings per share $ 4.99 $ 5.47 $ 5.48 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 2024, 2023 and 2022. Note 7 - Inventories The components of inventories at December 31, 2024 and 2023 were as follows: 2024 2023 Manufacturing supplies $ 42.8 $ 41.9 Raw materials 155.2 145.6 Work in process 476.0 496.1 Finished products 595.0 619.2 Subtotal $ 1,269.0 $ 1,302.8 Allowance for surplus and obsolete inventory ( 73.4 ) ( 73.7 ) Total Inventories, net $ 1,195.6 $ 1,229.1 Inventories at December 31, 2024 valued on the FIFO cost method were 59 % and the remaining 41 % were valued by the LIFO method. If all inventories had been valued at FIFO, inventories would have been $ 257.2 million and $ 232.1 million greater at December 31, 2024 and 2023, respectively. The Company recognized an increase in its LIFO reserve of $ 25.1 million during 2024, compared to a decrease in its LIFO reserve of $ 3.3 million during 2023. 71 Table of Contents Note 8 - Property, Plant and Equipment The components of property, plant and equipment, net at December 31, 2024 and 2023 were as follows: 2024 2023 Land and buildings $ 673.6 $ 679.9 Machinery and equipment 2,439.4 2,483.4 Subtotal $ 3,113.0 $ 3,163.3 Less: accumulated depreciation ( 1,806.1 ) ( 1,851.4 ) Property, Plant and Equipment, net $ 1,306.9 $ 1,311.9 Total depreciation expense was $ 136.3 million, $ 129.0 million and $ 113.4 million in 2024, 2023 and 2022, respectively. At December 31, 2024 and 2023, $ 21.4 million and $ 22.9 million of property, plant and equipment was included in accounts payable, trade and were paid subsequent to year-end. The Consolidated Statements of Cash Flows were adjusted accordingly. On September 30, 2024, the Company completed the sale of its former bearing plant in Gaffney, South Carolina. The Company received $ 16.0 million in cash proceeds for the Gaffney plant and recognized a pretax gain of $ 13.8 million on the sale. The gain was reflected in gain on sale of real estate in the Consolidated Statements of Income. Note 9 - Goodwill and Other Intangible Assets Goodwill: The Company tests goodwill and indefinite-lived intangible assets for impairment at least annually, performing its annual impairment test as of October 1 st . 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. The Engineered Bearings segment has one reporting unit and the Industrial Motion segment has six reporting units. During the first quarter of 2023, the Company reviewed goodwill for impairment for its reporting units due to the change in segment reporting 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. During the fourth quarter of 2024, the Company recorded an additional goodwill impairment loss of $ 1.5 million for the Belts and Chain reporting unit, bringing their goodwill balance to zero . This impairment loss is reported in impairment and restructuring charges on the Consolidated Statements of Income. Changes in the carrying value of goodwill were as follows: Year ended December 31, 2024: Engineered Bearings Industrial Motion Total Beginning Balance $ 692.3 $ 677.3 $ 1,369.6 Acquisitions — 61.4 61.4 Measurement period adjustments related to 2023 acquisitions 6.0 0.4 6.4 Impairment loss — ( 1.5 ) ( 1.5 ) Foreign currency translation adjustments and other changes ( 6.3 ) ( 46.3 ) ( 52.6 ) Ending Balance $ 692.0 $ 691.3 $ 1,383.3 72 Table of Contents Note 9 - Goodwill and Other Intangible Assets (continued) The acquisition of CGI added goodwill of $ 61.4 million in 2024. Goodwill arising from this acquisition is attributed to the expected synergies, including future cost savings, and other benefits expected to be generated by combining the companies. The goodwill related to CGI is not deductible for tax purposes. Year ended December 31, 2023: Engineered Bearings Industrial Motion Total Beginning Balance $ 679.8 $ 418.5 $ 1,098.3 Acquisitions 13.2 272.4 285.6 Impairment loss — ( 28.3 ) ( 28.3 ) Foreign currency translation adjustments and other changes ( 0.7 ) 14.7 14.0 Ending Balance $ 692.3 $ 677.3 $ 1,369.6 The acquisitions of Lagersmit, iMECH, Rosa, Des-Case, Nadella and ARB added goodwill of $ 58.5 million, $ 12.8 million, $ 6.5 million, $ 78.9 million, $ 128.5 million and $ 0.4 million, respectively, in 2023. Goodwill arising from these acquisitions is attributed to the expected synergies, including future cost savings, and other benefits expected to be generated by combining the companies. The goodwill related to iMECH and ARB is deductible for tax purposes and will be amortized over 15 years. For the other 2023 acquisitions, goodwill is not deductible for tax purposes. No material goodwill impairment losses were recorded in 2022. Intangible Assets: The following table displays intangible assets as of December 31, 2024 and 2023: 2024 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Customer relationships $ 805.7 $ ( 262.9 ) $ 542.8 $ 776.5 $ ( 222.8 ) $ 553.7 Technology and know-how 369.6 ( 120.4 ) 249.2 343.3 ( 100.9 ) 242.4 Trade names 107.5 ( 16.9 ) 90.6 71.3 ( 11.2 ) 60.1 Capitalized Software 302.8 ( 276.1 ) 26.7 299.5 ( 272.8 ) 26.7 Other 11.0 ( 9.8 ) 1.2 10.8 ( 8.7 ) 2.1 $ 1,596.6 $ ( 686.1 ) $ 910.5 $ 1,501.4 $ ( 616.4 ) $ 885.0 Intangible assets not subject to amortization: Trade names $ 87.3 $ 87.3 $ 137.7 $ 137.7 FAA air agency certificates 8.7 8.7 8.7 8.7 $ 96.0 $ 96.0 $ 146.4 $ 146.4 Total intangible assets $ 1,692.6 $ ( 686.1 ) $ 1,006.5 $ 1,647.8 $ ( 616.4 ) $ 1,031.4 Intangible assets acquired in 2024 totaled $ 100.4 million. The intangible assets subject to amortization were assigned useful lives of 15 to 18 years and had a weighted-average amortization of 16.8 years. Amortization expense for intangible assets was $ 85.5 million, $ 72.3 million and $ 50.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. Amortization expense for intangible assets is estimated to be approximately $ 82 million in 2025, $ 80 million in 2026, $ 77 million in 2027, $ 74 million in 2028 and $ 71 million in 2029. 73 Table of Contents Note 10 - Other Current Liabilities The following table displays other current liabilities as of December 31, 2024 and 2023: (Dollars in millions) 2024 2023 Sales rebates $ 69.2 $ 79.0 Deferred revenue 41.4 45.4 Operating lease liabilities 32.0 25.9 Product warranty 18.0 15.2 Freight and duties 14.3 13.4 Current derivative liability 10.4 11.4 Taxes other than income and payroll taxes 25.8 17.8 Professional fees 11.5 12.5 Interest 25.3 16.4 Restructuring 3.7 5.8 Other 67.6 74.3 Total other current liabilities $ 319.2 $ 317.1 74 Table of Contents Note 11 - Leasing The Company enters into operating and finance leases for manufacturing facilities, warehouses, sales offices, information technology equipment, plant equipment, vehicles and certain other equipment. Lease expense for the years ended December 31, 2024, 2023 and 2022 was as follows: 2024 2023 2022 Operating lease expense $ 32.7 $ 33.5 $ 30.3 Amortization of right-of-use assets on finance leases 3.0 2.2 1.7 Total lease expense $ 35.7 $ 35.7 $ 32.0 Cash flows from operating and financing leases for the years ended December 31, 2024, 2023 and 2022 was as follows: 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 35.7 $ 33.6 $ 30.1 Financing cash flows from finance leases 2.8 2.1 1.2 The following tables present the impact of leasing on the Consolidated Balance Sheets at December 31, 2024 and 2023: Operating Leases 2024 2023 Lease assets: Operating lease assets $ 130.6 $ 119.7 Lease liabilities: Short-term operating lease liabilities $ 32.0 $ 25.9 Long-term operating lease liabilities 84.0 78.7 Total operating lease liabilities $ 116.0 $ 104.6 Short-term operating lease liabilities at December 31, 2024 and 2023 are included in other current liabilities on the Consolidated Balance Sheets. Finance Leases 2024 2023 Lease assets: Property, plant and equipment, net $ 8.4 $ 8.9 Lease liabilities: Current portion of long-term debt $ 2.7 $ 2.4 Long-term debt 6.1 6.1 Total finance lease liabilities $ 8.8 $ 8.5 75 Table of Contents Note 11 - Leasing (continued) Future minimum lease payments under non-cancellable leases at December 31, 2024 were as follows: Operating Leases Finance Leases Year Ending December 31, 2025 $ 36.2 $ 2.9 2026 28.5 2.5 2027 22.5 1.7 2028 17.0 0.9 2029 13.2 0.5 Thereafter 12.1 1.0 Total future minimum lease payments $ 129.5 $ 9.5 Less: imputed interest ( 13.5 ) ( 0.7 ) Total $ 116.0 $ 8.8 The following tables present lease assets added for the periods ended December 31, 2024 and 2023: 2024 2023 Lease assets added in the period: Operating leases $ 36.0 $ 23.3 Finance leases 3.9 7.9 The following tables present other information related to leases at December 31, 2024 and 2023: 2024 2023 Weighted-average remaining lease term: Operating leases 4.6 years 5.3 years Finance leases 4.3 years 5.1 years Weighted-average discount rate: Operating leases 4.65 % 4.20 % Finance leases 4.87 % 4.24 % 76 Table of Contents Note 12 - Financing Arrangements Short-term debt as of December 31, 2024 and 2023 was as follows: 2024 2023 Variable-rate Term Loan (1) , originally due to mature on August 16, 2024; redeemed on May 29, 2024. $ — $ 220.8 Borrowings under lines of credit for certain of the Company’s foreign subsidiaries with various banks with interest rates ranging from 3.36 % to 3.95 % at December 31, 2024 and 4.35 % to 7.33 % at December 31, 2023 8.7 25.4 Short-term debt $ 8.7 $ 246.2 On August 16, 2023, the Company entered into a € 200 million variable-rate term loan ("2024 Term Loan"), maturing on August 16, 2024. The Company repaid the 2024 Term Loan during the second quarter of 2024. The lines of credit for certain of the Company’s foreign subsidiaries provide for short-term borrowings, with most of these lines of credit being uncommitted. At December 31, 2024, the Company’s foreign subsidiaries had borrowings outstanding of $ 8.7 million and bank guarantees of $ 1.6 million. The weighted-average interest rate on these lines of credit during the year were 4.19 %, 4.24 % and 1.40 % in 2024 , 2023 and 2022, respectively. The weighted-average interest rate on lines of credit outstanding at December 31, 2024 and 2023 was 3.58 % and 4.81 %, respectively. Long-term debt as of December 31, 2024 and 2023 was as follows: 2024 2023 Variable-rate Senior Credit Facility with an average interest rate on U.S. Dollar of 6.48 % and Euro of 4.85 % at December 31, 2023 $ — $ 247.4 Variable-rate Accounts Receivable Facility, with an interest rate of 6.42 % at December 31, 2023 — 67.0 Fixed-rate Senior Unsecured Notes (1) , originally due to mature on September 1, 2024; redeemed on June 24, 2024 — 350.0 Fixed-rate Euro Senior Unsecured Notes (1) , maturing on September 7, 2027, with an interest rate of 2.02 % 155.3 165.5 Variable-rate Term Loan (1) , maturing on December 5, 2027, with an interest rate of 5.58 % at December 31, 2024 and of 6.58 % at December 31, 2023 369.6 399.3 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 December 15, 2028, with an interest rate of 4.50 % 398.1 397.7 Fixed-rate Senior Unsecured Notes (1) , maturing on April 1, 2032, with an interest rate of 4.13 % 345.1 343.7 Fixed-rate Euro Senior Unsecured Notes (1) , maturing on May 23, 2034, with an interest rate of 4.13 % 609.7 — Fixed-rate Euro Bank Loan, maturing on June 30, 2033, with an interest rate of 2.15 % 10.6 12.7 Other 10.8 11.6 Total debt $ 2,054.0 $ 2,149.7 Less current maturities 4.3 359.4 Long-term debt $ 2,049.7 $ 1,790.3 (1) Net of discount and fees 77 Table of Contents Note 12 - Financing Arrangements (continued) The Company renewed the Accounts Receivable Facility on December 6, 2023. The $ 100.0 million Accounts Receivable Facility matures on November 30, 2026. 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. These limitations reduced the availability of the Accounts Receivable Facility to $ 93.9 million at December 31, 2024. As of December 31, 2024, there were no outstanding borrowings under the Accounts Receivable Facility. 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. The interest rate was 5.67 %, 6.42 % and 5.01 % at December 31, 2024, 2023 and 2022, respectively. On December 5, 2022, the Company entered into the Credit Agreement, which is comprised of a $ 750.0 million Senior Credit Facility and $ 400.0 million 2027 Term Loan, both of which 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 a $ 350.0 million term loan that was set to mature on September 11, 2023. The interest rates under the Credit Agreement are based on SOFR. At December 31, 2024, the Senior Credit Facility had no outstanding borrowings. The Credit Agreement has two financial covenants: a consolidated net leverage ratio and a consolidated interest coverage ratio. On May 23, 2024, the Company issued the 2034 Notes in the aggregate principal amount of € 600 million with an interest rate of 4.13 %, maturing on May 23, 2034. Proceeds from the 2034 Notes were used for the redemption of the Company's outstanding 2024 Notes in the aggregate principal amount of $ 350 million, that were due to mature on September 1, 2024, as well as the repayment of other debt outstanding at the time of issuance. On March 28, 2022, the Company issued the 2032 Notes in the aggregate principal amount of $ 350.0 million with an interest rate of 4.13 %, 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 Accounts Receivable Facility at the time of issuance. At December 31, 2024, 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. At December 31, 2024, outstanding letters of credit totaled $ 55.7 million, primarily having expiration dates within 12 months. The maturities of long-term debt (including $ 8.8 million of finance leases) for the years subsequent to December 31, 2024 are as follows: Year 2025 $ 4.3 2026 54.1 2027 513.4 2028 522.3 2029 1.6 Thereafter 977.2 Interest paid was $ 113.2 million in 2024 , $ 108.8 million in 2023 and $ 72.5 million in 2022. This differs from interest expense due to the timing of payments, the amortization of deferred financing fees and interest capitalized of $ 1.0 million in 2024, $ 0.2 million in 2023 and $ 1.0 million in 2022. 78 Table of Contents Note 13 - Supply Chain Financing The Company has entered into 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 twelve months ended December 31, 2024 and December 31, 2023: 2024 2023 Confirmed obligations outstanding, January 1 $ 21.3 $ 14.4 Invoices confirmed 105.0 97.1 Confirmed invoices paid ( 109.6 ) ( 90.2 ) Confirmed obligations outstanding, ending balance $ 16.7 $ 21.3 The obligations outstanding at December 31, 2024 and December 31, 2023 were included in accounts payable, trade on the Consolidated Balance Sheet. 79 Table of Contents Note 14 - 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 12 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. In addition, governmental authorities in the United States and the European Union are increasingly focused on regulating PFAS. PFAS regulations are applicable to portions of the Company's products, and conditions may develop, arise or be discovered that create environmental compliance or remediation liabilities at certain of its facilities. The Company had total environmental accruals of $ 4.8 million and $ 4.7 million for various known environmental matters that are probable and reasonably estimable as of December 31, 2024 and 2023, respectively, which includes the Lovejoy matter discussed 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. The ultimate resolution of these matters could result in actual costs that exceed amounts accrued. Legal Matter: On June 11, 2024, the Company's subsidiary in India, TIL, received a government order claiming damages (penalties and interest) totaling approximately $ 12.4 million. The order relates to the closure of TIL’s retirement trust for employees and subsequent transfer of trust assets to the government-administered Employees’ Provident Fund Organization ("EFPO"). The order alleges that the surrender of trust assets did not follow applicable EFPO timing guidelines. TIL believes it fully complied with EFPO requirements and guidelines under the circumstances. TIL is disputing the merits of the order and has filed an appeal with the high court in India having jurisdiction over the matter. Management believes that relief will be provided to TIL once the matter is fully adjudicated; accordingly, no liability has been recorded. While no assurance can be given as to the ultimate outcome of this matter, the Company does not believe that the final resolution will have a material effect on the Company's consolidated financial position or liquidity; however, the effect of any future outcome may be material to the results of operations of any particular period in which costs, if any, are recognized. 80 Table of Contents Note 14 - Contingencies (continued) Product Warranties: In addition to the contingencies above, the Company provides limited warranties on certain of its products. 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 wind energy sectors. Accrual estimates are based on actual claims and expected trends that continue to mature. In addition, the Company continues to evaluate claims raised by certain customers with respect to the performance of bearings sold into the wind energy and automotive sectors. Management believes that the outcome of these claims 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 at December 31, 2024 and 2023: 2024 2023 Beginning balance, January 1 $ 15.2 $ 23.5 Expense 9.4 5.9 Payments ( 6.6 ) ( 14.2 ) Ending balance $ 18.0 $ 15.2 The product warranty accrual at December 31, 2024 and 2023 is included in other current liabilities on the Consolidated Balance Sheets. Note 15 - Stock Compensation Under its long-term incentive plan, the Company's common shares have been made available for grant, at the discretion of the Compensation Committee of the Board of Directors or its designees, to officers, directors and other key employees. Grants can take the form of performance- or time-based restricted stock units, deferred shares and stock options. A summary of the awards granted in 2024 is presented below: Expected to be Settled in Equity Expected to be Settled in Cash Total Awards Granted Performance-based restricted stock units 233,895 7,085 240,980 Time-based restricted stock units 171,130 4,730 175,860 Deferred shares 30,100 — 30,100 Performance-based restricted stock units are calculated and awarded based on the achievement of specified performance objectives and cliff vest three years from the date of grant. Time-based restricted stock units generally vest in 25 % increments annually beginning on the first anniversary of the grant. Deferred shares generally cliff vest in a range of two to five years from the date of grant. For time-based restricted stock units that are expected to settle in cash, the Company had $ 2.1 million and $ 2.0 million accrued in salaries, wages and benefits as of December 31, 2024 and 2023, respectively, on the Consolidated Balance Sheets. 81 Table of Contents Note 15 - Stock Compensation (continued) A summary of stock award activity, including performance-based restricted stock units, time-based restricted stock units and deferred shares that will settle in common shares for the year ended December 31, 2024 is as follows: Number of Shares Weighted-average Grant Date Fair Value Outstanding - beginning of year 869,386 $ 75.00 Granted - new awards 435,125 81.23 Adjusted for performance results achieved (1) 71,092 74.70 Vested ( 366,427 ) 72.84 Canceled or expired ( 27,166 ) 79.38 Outstanding - end of year 982,010 $ 78.43 (1) Adjustments for the number of shares vested under the 2021 performance-based restricted stock unit awards at the end of the three-year period ended December 31, 2023 being higher than the target number of shares. The Company distributed shares totaling 366,427 in 2024, 376,261 in 2023 and 386,594 in 2022 due to the vesting of stock awards. The grant date fair value of these vested shares was $ 26.7 million, $ 20.8 million and $ 18.7 million, respectively. The Company recognized compensation expense of $ 25.9 million, $ 30.5 million and $ 29.3 million for the years ended December 31, 2024, 2023 and 2022, respectively, relating to performance-based restricted stock units, time-based restricted stock units, deferred shares and restricted shares. As of December 31, 2024, the Company had unrecognized compensation expense of $ 31.8 million related to unvested stock awards, which is expected to be recognized over a total weighted-average period of two years . In addition to performance-based restricted stock units, time-based restricted stock units and deferred shares, the Company has granted stock option awards to officers and key employees. Stock options typically have a ten-year term and generally vest in 25 % increments beginning annually on the first anniversary date of grant. During 2024, the Company recognized no stock-based compensation expense for stock options awards. During 2023 and 2022, the Company recognized stock-based compensation expense of $ 0.1 million and $ 1.1 million, respectively, for stock option awards. Beginning in 2020, the Company discontinued the use of nonqualified stock options. As such, there were no stock option awards granted in 2024, 2023 or 2022. A summary of stock option award activity for the year ended December 31, 2024 is presented below: Number of Shares Weighted-average Exercise Price Weighted-average Remaining Contractual Term Aggregate Intrinsic Value (millions) Outstanding - beginning of year 386,617 $ 42.69 Exercised ( 128,888 ) 43.00 Outstanding - end of year 257,729 $ 42.53 4 years $ 7.4 As of December 31, 2024, there were 257,729 stock options outstanding. All of these options are fully vested and are exercisable at December 31, 2024. The total intrinsic value of stock option awards exercised during the years ended December 31, 2024, 2023 and 2022 was $ 5.8 million, $ 22.2 million and $ 7.3 million, respectively. Net cash proceeds from the exercise of stock option awards were $ 5.6 million, $ 21.8 million and $ 8.5 million, respectively. There were 5.8 million shares available for future grants for all plans at December 31, 2024. 82 Table of Contents Note 16 - Impairment and Restructuring Charges Impairment and restructuring charges by segment were as follows: Year ended December 31, 2024: Engineered Bearings Industrial Motion Total Impairment charges $ 2.0 $ 1.5 $ 3.5 Severance and related benefit costs 2.6 5.0 7.6 Exit costs 2.0 0.3 2.3 Total $ 6.6 $ 6.8 $ 13.4 Year ended December 31, 2023: Engineered Bearings Industrial Motion Total Impairment charges $ 4.9 $ 28.3 $ 33.2 Severance and related benefit costs 5.5 5.6 11.1 Exit costs 0.9 0.3 1.2 Total $ 11.3 $ 34.2 $ 45.5 Year ended December 31, 2022: Engineered Bearings Industrial Motion Total Impairment charges $ 9.0 $ 29.3 $ 38.3 Severance and related benefit costs 2.7 1.5 4.2 Exit costs 1.4 0.2 1.6 Total $ 13.1 $ 31.0 $ 44.1 The following discussion explains the major 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 facility ceased operations at the end of the fourth quarter of 2023 and affected approximately 225 employees. The Company transferred its operations to other bearing manufacturing facilities. During 2024, the Company recorded severance and related benefits of $ 0.2 million and exit costs of $ 1.7 million related to this closure. During 2023, the Company recorded severance and related benefits of $ 3.6 million and exit costs of $ 0.6 million related to this closure. During 2022, the Company recorded severance and related benefits of $ 0.9 million related to this closure. The Company incurred cumulative pretax costs related to this closure of $ 16.8 million as of December 31, 2024, including rationalization costs recorded in cost of products sold. During 2024, the Company recorded impairment charges of $ 2.0 million related to certain engineering-related assets used in the business. Management concluded no further investment would be made in these assets and as a result, reduced the value to zero. As a result of Russia's invasion of Ukraine (and associated sanctions), the Company suspended its operations in Russia in 2022. During the year ended December 31, 2023, the Company recorded impairment charges of $ 3.9 million related to certain assets of its Russian JV. During the year ended December 31, 2022, the Company recorded impairment charges of $ 9.0 million related to certain assets of its Russian JV. During the fourth quarter of 2023, after evaluating various plans for the Russian JV and the Company's ability to control and influence the joint venture, the Company concluded it should deconsolidate its Russian JV and wrote-down the remaining investment of $ 4.7 million to zero . 83 Table of Contents Note 16 - Impairment and Restructuring Charges (continued) During the year ended December 31, 2023 the Company classified TWB as assets held for sale and recorded impairment charges of $ 1.0 million. The Company subsequently 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 the manufacturing of its single-row tapered roller bearing production to other bearing facilities. The Company completed the closure of the facility on October 31, 2022, and it affected approximately 110 employees. During 2022, the Company recorded severance and related benefits of $ 1.4 million and exit costs of $ 1.6 million related to this closure. The exit costs recognized in 2022 primarily related to environmental remediation. The Company incurred cumulative pretax costs related to this closure of $ 9.9 million as of December 31, 2022, including rationalization costs recorded in cost of products sold. On November 1, 2022, the Company completed the sale of this facility and recognized a pretax gain of $ 3.6 million. Industrial Motion: On December 6, 2024, the Company announced a reduction in force for its belts manufacturing facility in Springfield, Missouri. The reorganization of this facility is expected to affect approximately 100 employees and be completed during the first half of 2026. On November 30, 2023, the Company announced the closure of its belts manufacturing facility in Fort Scott, Kansas. The Company expects to transfer its operations to other belts manufacturing facilities. The closure of this facility is expected to occur by the end of the second quarter of 2025 and is expected to affect approximately 155 employees. The Company expects to incur approximately $ 12 million to $ 14 million of pretax costs in total related to the closure of the Fort Scott facility and the reorganization of the Springfield facility. During the twelve months ended December 31, 2024, the Company recorded severance and related benefits of $ 2.5 million, related to the closure and reorganization. The Company has incurred cumulative pretax costs related to this closure of $ 6.8 million as of December 31, 2024, including rationalization costs recorded in cost of products sold. During 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 for its Belts and Chain reporting unit. In 2024, the Company recognized a pretax goodwill impairment loss of $ 1.5 million for its Belts and Chain reporting unit. In 2022, the Company classified the Timken Aerospace Drives Systems, LLC ("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. During the year ended December 31, 2023, the Company recorded severance and related benefits of $ 2.2 million related to one of its automatic lubrication systems facilities in Europe and $ 1.5 million related to its gear drive manufacturing facility in Europe to align current employment levels with current demand. Consolidated Restructuring Accrual: The following is a rollforward of the consolidated restructuring accrual for the years ended December 31, 2024 and 2023: 2024 2023 Beginning balance, January 1 $ 5.8 $ 3.1 Expense 9.9 12.3 Payments ( 12.0 ) ( 9.6 ) Ending balance, December 31 $ 3.7 $ 5.8 The restructuring accrual at December 31, 2024 and 2023 is included in other current liabilities on the Consolidated Balance Sheets. 84 Table of Contents Note 17 - Retirement Benefit Plans The Company and its subsidiaries sponsor a number of defined benefit pension plans, which cover eligible employees, including certain employees in foreign countries. These plans generally are noncontributory. Pension benefits earned generally are based on years of service and compensation during active employment. The cash contributions and payments for the Company’s defined benefit pension plans were $ 24.6 million, $ 27.1 million and $ 11.2 million in 2024 , 2023 and 2022, respectively. The following tables summarize the net periodic benefit cost information and the related assumptions used to measure the net periodic benefit cost for the years ended December 31: U.S. Plans International Plans 2024 2023 2022 2024 2023 2022 Components of net periodic benefit cost: Service cost $ 0.7 $ 0.8 $ 6.9 $ 1.9 $ 1.6 $ 1.6 Interest cost 17.1 17.9 17.7 10.2 10.4 5.7 Expected return on plan assets ( 7.6 ) ( 8.5 ) ( 18.9 ) ( 9.6 ) ( 10.4 ) ( 9.3 ) Amortization of prior service cost 0.1 0.2 1.2 0.2 0.2 0.1 Recognition of net actuarial (gains) losses ( 1.3 ) 9.2 22.6 0.6 12.4 ( 6.6 ) Curtailment gain — — — ( 0.1 ) — — Net periodic benefit cost (credit) $ 9.0 $ 19.6 $ 29.5 $ 3.2 $ 14.2 $ ( 8.5 ) Assumptions 2024 2023 2022 U.S. Plans: Discount rate 5.37 % to 5.53 % 5.62 % to 5.74 % 3.03 % to 4.95 % Future compensation assumption 3.25 % 2.50 % to 3.50 % 2.50 % to 3.50 % Expected long-term return on plan assets 2.09 % to 4.67 % 4.31 % to 4.91 % 4.35 % to 5.65 % International Plans: Discount rate 3.15 % to 11.70 % 3.70 % to 10.70 % 1.00 % to 9.50 % Future compensation assumption 3.00 % to 8.00 % 2.80 % to 8.00 % 2.10 % to 8.00 % Expected long-term return on plan assets 2.50 % to 8.90 % 2.50 % to 8.90 % 2.00 % to 8.90 % The following table summarizes assumptions used to measure the benefit obligation for the defined benefit pension plans at December 31: Assumptions 2024 2023 U.S. Plans: Discount rate 5.78 % to 5.84 % 5.37 % to 5.53 % Future compensation assumption 3.00 % 3.25 % International Plans: Discount rate 3.35 % to 11.40 % 3.15 % to 11.70 % Future compensation assumption 2.62 % to 8.00 % 3.00 % to 8.00 % 85 Table of Contents Note 17 - Retirement Benefit Plans (continued) The Company recognized actuarial gains of $ 0.7 million during 2024 primarily due to the impact of a net increase in the discount rate used to measure its defined benefit pension obligations of $ 28.7 million, partially offset by lower than expected returns on plan assets of $ 26.8 million and experience losses of $ 1.2 million. The impact of the net increase in the discount rate used to measure the Company's defined benefit pension obligations was primarily driven by a 95 basis point increase in the discount rate used to measure its U.K. plan obligations, which increased from 4.48 % in 2023 to 5.43 % in 2024, and a 43 basis point increase in the weighted-average discount rate used to measure its U.S. plan obligations, which increased from 5.40 % in 2023 to 5.83 % in 2024. The Company recognized actuarial losses of $ 21.6 million during 2023 primarily due to the impact of a net reduction in the discount rate used to measure its defined benefit pension obligations of $ 17.6 million and the impact of experience losses of $ 10.3 million, partially offset by changes in mortality of $ 6.0 million primarily related to the U.K. plan obligations and other actuarial gains of $ 0.3 million. The impact of the net reduction in the discount rate used to measure the Company's defined benefit pension obligations was primarily driven by a 24 basis point reduction in the weighted-average discount rate used to measure its U.S. plan obligations, which decreased from 5.64 % in 2022 to 5.40 % in 2023, and a 33 basis point decrease in the discount rate used to measure its U.K. plan obligations, which decreased from 4.81 % in 2022 to 4.48 % in 2023. Returns on plan assets had no impact on actuarial losses for 2023. The Company recognized actuarial losses of $ 16.0 million during 2022 primarily due to the impact of lower than expected returns on plan assets of $ 220.6 million, the impact of experience losses of $ 33.0 million, the impact of inflation of $ 5.4 million and other actuarial losses of $ 0.2 million, partially offset by the favorable impact of a net increase in the discount rate used to measure its defined benefit pension obligations of $ 243.2 million. The impact of the net increase in the discount rate used to measure the Company's defined benefit pension obligations was primarily driven by a 257 basis point increase in the weighted-average discount rate used to measure its U.S. plan obligations, which increased from 3.07 % in 2021 to 5.64 % in 2022, and a 301 basis point increase in the discount rate used to measure its U.K. plan obligations, which increased from 1.80 % in 2021 to 4.81 % in 2022. For expense purposes in 2024, the Company applied a weighted-average discount rate of 5.40 % to its U.S. defined benefit pension plans. For expense purposes in 2025, the Company will apply a weighted-average discount rate of 5.83 % to its U.S. defined benefit pension plans. For expense purposes in 2024, the Company applied a weighted-average expected rate of return of 3.94 % for the Company’s U.S. pension plan assets. For expense purposes in 2025, the Company will apply a weighted-average expected rate of return on plan assets of 4.30 %. 86 Table of Contents Note 17 - Retirement Benefit Plans (continued) The following tables set forth the change in the benefit obligation and plan assets, funded status and amounts recognized on the Consolidated Balance Sheets for defined benefit pension plans as of December 31, 2024 and 2023: U.S. Plans International Plans 2024 2023 2024 2023 Change in benefit obligation: Benefit obligation at beginning of year $ 333.2 $ 335.3 $ 242.3 $ 218.1 Service cost 0.7 0.8 1.9 1.6 Interest cost 17.1 17.9 10.2 10.4 Plan amendments — — 0.3 — Actuarial (gains) losses ( 12.6 ) 10.8 ( 14.9 ) 10.8 International plan exchange rate change — — ( 6.9 ) 10.4 Curtailments — — ( 0.1 ) — Benefits paid ( 21.0 ) ( 31.6 ) ( 15.0 ) ( 14.7 ) Acquisitions — — — 3.9 Other — — 0.4 1.8 Benefit obligation at end of year $ 317.4 $ 333.2 $ 218.2 $ 242.3 Change in plan assets: Fair value of plan assets at beginning of year $ 199.2 $ 201.6 $ 196.8 $ 185.5 Actual return on plan assets ( 3.7 ) 10.1 ( 5.9 ) 8.8 Company contributions / payments 20.5 19.1 4.1 8.0 International plan exchange rate change — — ( 4.1 ) 9.2 Benefits paid ( 21.0 ) ( 31.6 ) ( 15.0 ) ( 14.7 ) Fair value of plan assets at end of year 195.0 199.2 175.9 196.8 Funded status at end of year $ ( 122.4 ) $ ( 134.0 ) $ ( 42.3 ) $ ( 45.5 ) Amounts recognized on the Consolidated Balance Sheets: Current liabilities $ ( 4.9 ) $ ( 4.8 ) $ ( 2.1 ) $ ( 2.4 ) Non-current liabilities ( 117.5 ) ( 129.2 ) ( 40.2 ) ( 43.1 ) $ ( 122.4 ) $ ( 134.0 ) $ ( 42.3 ) $ ( 45.5 ) Amounts recognized in accumulated other comprehensive loss: Net prior service cost $ — $ 0.1 $ 3.6 $ 3.6 Accumulated other comprehensive loss $ — $ 0.1 $ 3.6 $ 3.6 Changes in prior service cost recognized in accumulated other comprehensive loss: Accumulated other comprehensive loss at beginning of year $ 0.1 $ 0.3 $ 3.6 $ 3.6 Prior service cost — — 0.3 — Recognized prior service cost ( 0.1 ) ( 0.2 ) ( 0.2 ) ( 0.2 ) Foreign currency impact — — ( 0.1 ) 0.2 Total recognized in accumulated other comprehensive loss at December 31 $ — $ 0.1 $ 3.6 $ 3.6 The presentation in the above tables for amounts recognized in accumulated other comprehensive loss on the Consolidated Balance Sheets is before the effect of income taxes. 87 Table of Contents Note 17 - Retirement Benefit Plans (continued) No defined benefit pension plans were overfunded as of December 31, 2024 and 2023. The current portion of accrued pension benefits, which was included in salaries, wages and benefits on the Consolidated Balance Sheets, was $ 7.0 million and $ 7.2 million at December 31, 2024 and 2023, respectively. In 2024, the current portion of accrued pension benefits relates to unfunded plans and represents the actuarial present value of expected payments related to the plans to be made over the next 12 months. The four largest defined benefit pension plans, covering certain employees in the United States and U.K., represent 83 % of the Company's projected benefit obligation at December 31, 2024 and 2023. These defined benefit pension plans are closed to new entrants and benefits have been frozen for three of these plans. The projected benefit obligation at December 31, 2024 exceeded the market value of plan assets for most of the Company's pension plans. For these plans, the projected benefit obligation was $ 534.9 million, the accumulated benefit obligation was $ 527.6 million and the fair value of plan assets was $ 370.3 million at December 31, 2024. The accumulated benefit obligation at December 31, 2024 exceeded the market value of plan assets for most of the Company’s pension plans. For these plans, the projected benefit obligation was $ 526.3 million, the accumulated benefit obligation was $ 521.4 million and the fair value of plan assets was $ 361.9 million at December 31, 2024. The total accumulated benefit obligation for all plans was $ 528.0 million and $ 567.0 million at December 31, 2024 and 2023, respectively. Investment performance decreased the value of the Company’s pension assets by 1.4 % in 2024 largely due to increases in bond rates. As of December 31, 2024 , 2023 and 2022, the Company’s defined benefit pension plans did not directly hold any of the Company’s common shares. Plan Assets: The Company’s target allocation for pension plan assets, as well as the actual pension plan asset allocations as of December 31, 2024 and 2023, was as follows: Current Target Allocation Percentage of Pension Plan Assets at December 31, Asset Category 2024 2023 Equity securities 10 % to 14 % 13 % 13 % Fixed income securities 78 % to 90 % 83 % 84 % Other investments 2 % to 6 % 4 % 3 % Total 100 % 100 % The Company recognizes its overall responsibility to ensure that the assets of its various defined benefit pension plans are managed effectively and prudently and in compliance with its policy guidelines and all applicable laws. Preservation of capital is important; however, the Company also recognizes that appropriate levels of risk are necessary to allow its investment managers to achieve satisfactory long-term results consistent with the objectives and the fiduciary character of the pension funds. Asset allocations are established in a manner consistent with projected plan liabilities, benefit payments and expected rates of return for various asset classes, and are reviewed regularly by management. The expected rate of return for the investment portfolio is based on expected rates of return for various asset classes, as well as historical asset class and fund performance. 88 Table of Contents Note 17 - Retirement Benefit Plans (continued) Fair value is defined as the price that would 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 table presents the fair value hierarchy for those investments of the Company’s pension assets measured at fair value on a recurring basis: December 31, 2024 December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 14.0 $ — $ — $ 14.0 $ 28.0 $ — $ — $ 28.0 Government and agency securities 8.0 — — 8.0 9.0 — — 9.0 Equity securities - U.S. companies 0.1 — — 0.1 0.1 — — 0.1 Common collective funds - fixed income — — — — 31.0 — — 31.0 Mutual funds - fixed income 28.8 — — 28.8 30.5 — — 30.5 $ 50.9 $ — $ — $ 50.9 $ 98.6 $ — $ — $ 98.6 Investments measured at net asset value: Common collective funds - international equities 47.3 45.8 Common collective funds - fixed income 132.2 166.1 Limited partnerships 4.2 5.4 Real estate partnerships 2.3 3.5 Other liability-driven investments 109.1 51.6 Other assets 24.9 25.0 Total Assets $ 370.9 $ 396.0 International investments measured at net asset value totaled $ 173.5 million and $ 164.0 million at December 31, 2024 and 2023, respectively. Cash and cash equivalents are valued at redemption value. Government and agency securities are valued at the closing price reported in the active market in which the individual securities are traded. Certain corporate bonds are valued at the closing price reported in the active market in which the bond is traded. Equity securities (both common and preferred stock) are valued at the closing price reported in the active market in which the individual security is traded. Common collective funds are valued based on a net asset value per share. Mutual funds classified as Level 1 assets include investments in fixed income and international equities. These investments are comprised of securities listed on exchange, market, or automated quotation systems, for which active, quoted prices are available. Mutual funds are valued based on a net asset value per share for shares held at year end, as determined by the closing price reported on the active market on which the individual securities are traded, or a pricing vendor or the fund family if an active market is not available. Asset-backed securities are valued based on quoted prices for similar assets in active markets. When such prices are unavailable, the plan trustee determines a valuation from the market maker dealing in the particular security. 89 Table of Contents Note 17 - Retirement Benefit Plans (continued) Limited partnerships include investments in funds that invest primarily in private equity, venture capital and distressed debt. Limited partnerships are valued based on the ownership interest in the net asset value of the investment, which is used as a practical expedient to fair value, per the underlying investment fund, which is based upon the general partner's own assumptions about the assumptions a market participant would use in pricing the assets and liabilities of the partnership. Real estate investments include funds that invest in companies that primarily invest in commercial and residential properties, commercial mortgage-backed securities, debt and equity securities of real estate operating companies, and real estate investment trusts. Other real estate investments are valued based on the ownership interest in the net asset value of the investment, which is used as a practical expedient to fair value per the underlying investment fund, which is based on appraised values and current transaction prices. Other liability-driven investments mainly include investments in index-linked open-end swap funds. These funds invest in cash held deposits that reflect the index-linked deferred annuity with payment terms of specific years linked to UK inflation measures. The underlying assets in this investment are valued daily. Cash Flows: Employer Contributions to Defined Benefit Plans 2023 $ 27.1 2024 24.6 2025 (estimated) 37.6 Estimated future benefit payments, including estimated lump sum distributions, are expected to be as follows: Benefit Payments 2025 $ 56.4 2026 48.5 2027 44.2 2028 42.6 2029 41.7 2030-2034 211.3 U.K. Pension Plan In January 2025, the Company entered into an insurance buy-in contract for its pension obligation for its U.K. defined benefit pension plan which was funded from existing pension plan assets without any adjustment to the benefit obligation. In addition, the Company contributed £ 6 million towards this insurance buy-in contract. The insurance buy-in contract will be classified as “Annuity Contracts” since the insurance buy-in contract is similar to an annuity contract. The insurance buy-in contract matches cash flows with future benefit payments for participants as of the contract date with the obligation remaining with the plan. Employee Savings Plans: The Company sponsors defined contribution retirement and savings plans covering substantially all employees in the United States and employees at certain non-U.S. locations. The Company made contributions to its defined contribution plans of $ 32.1 million, $ 35.6 million and $ 29.4 million in 2024, 2023 and 2022, respectively. 90 Table of Contents Note 18 - Other Postretirement Benefit Plans The Company and its subsidiaries sponsor several postretirement plans that provide health care and life insurance benefits for eligible retirees and dependents. Depending on retirement date and employee classification, certain health care plans contain contribution and cost-sharing features such as deductibles, coinsurance and limitations on employer-provided subsidies. The remaining health care and life insurance plans are noncontributory. The following tables summarize the net periodic benefit cost information and the related assumptions used to measure the net periodic benefit cost for the years ended December 31: 2024 2023 2022 Components of net periodic credit: Service cost $ 0.1 $ 0.1 $ 0.2 Interest cost 1.7 1.9 1.4 Amortization of prior service credit ( 8.2 ) ( 8.3 ) ( 10.1 ) Recognition of net actuarial gains ( 0.5 ) ( 1.0 ) ( 13.1 ) Net periodic credit $ ( 6.9 ) $ ( 7.3 ) $ ( 21.6 ) Assumptions: 2024 2023 2022 Discount rate 5.55 % 5.75 % 2.99 % The following table summarizes assumptions used to measure the benefit obligation for the other postretirement benefit plans at December 31: Assumptions: 2024 2023 Discount rate 5.83 % 5.55 % The Company recognized actuarial gains of $ 0.5 million during 2024 primarily due to lower than expected benefit payments of $ 2.0 million, the impact of experience gains of $ 1.2 million and $ 0.6 million due to the impact of a 28 basis point increase in the discount rate used to measure the Company's defined benefit postretirement obligations. The discount rate increased from 5.55 % in 2023 to 5.83 % in 2024. These actuarial gains were partially offset by actuarial losses of $ 3.1 million due to the impact of an increase in the rate of Medicare Advantage plans and $ 0.2 million due to changes in other actuarial assumptions. The Company recognized actuarial gains of $ 1.0 million during 2023 primarily due to lower than expected benefit payments of $ 1.4 million and $ 0.1 million due to changes in other actuarial assumptions. These actuarial gains were partially offset by a $ 0.5 million loss due to the impact of a 20 basis point decrease in the discount rate used to measure the Company's defined benefit postretirement obligations, which decreased from 5.75 % in 2022 to 5.55 % in 2023. The Company recognized actuarial gains of $ 13.1 million during 2022 primarily due to the impact of a 276 basis point increase in the discount rate used to measure the Company's defined benefit postretirement obligations, which increased from 2.99 % in 2021 to 5.75 % in 2022. The increase in the discount rate resulted in a $ 8.4 million gain. In addition to the gain from the discount rate increases, the Company recognized actuarial gains of $ 3.0 million due to the impact of a reduction in the rate of Medicare Advantage plans and $ 1.9 million due to lower than expected benefit payments. These actuarial gains were offset by $ 0.2 million of changes in other actuarial assumptions . 91 Table of Contents Note 18 - Other Postretirement Benefit Plans (continued) The discount rate assumption is based on current rates of high-quality long-term corporate bonds over the same period that benefit payments will be required to be made. For expense purposes in 2024, the Company applied a discount rate of 5.55 % to its other postretirement benefit plans. For expense purposes in 2025, the Company will apply a discount rate of 5.83 % to its other postretirement benefit plans. The following tables set forth the change in the benefit obligation and amounts recognized on the Consolidated Balance Sheets for other postretirement benefit plans as of December 31, 2024 and 2023: 2024 2023 Change in benefit obligation: Benefit obligation at beginning of year $ 33.7 $ 35.5 Service cost 0.1 0.1 Interest cost 1.7 1.9 Actuarial gains ( 0.5 ) ( 1.0 ) International plan exchange rate change — ( 0.1 ) Benefits paid ( 1.6 ) ( 2.7 ) Benefit obligation at end of year $ 33.4 $ 33.7 Funded status at end of year $ ( 33.4 ) $ ( 33.7 ) Amounts recognized on the Consolidated Balance Sheets: Current liabilities $ ( 3.6 ) $ ( 3.5 ) Non-current liabilities ( 29.8 ) ( 30.2 ) $ ( 33.4 ) $ ( 33.7 ) Amounts recognized in accumulated other comprehensive loss: Net prior service credit $ ( 55.4 ) $ ( 63.6 ) Accumulated other comprehensive loss $ ( 55.4 ) $ ( 63.6 ) Changes to prior service credit recognized in accumulated other comprehensive loss: Accumulated other comprehensive loss at beginning of year $ ( 63.6 ) $ ( 71.9 ) Recognized prior service credit 8.2 8.3 Total recognized in accumulated other comprehensive loss at December 31 $ ( 55.4 ) $ ( 63.6 ) The presentation in the above tables for amounts recognized in accumulated other comprehensive loss on the Consolidated Balance Sheets is before the effect of income taxes. The current portion of accrued postretirement benefits, which was included in salaries, wages and benefits on the Consolidated Balance Sheets, was $ 3.6 million and $ 3.5 million at December 31, 2024 and 2023, respectively. In 2024, the current portion of accrued postretirement benefits related to unfunded plans and represented the actuarial present value of expected payments related to the plans to be made over the next 12 months. 92 Table of Contents Note 18 - Other Postretirement Benefit Plans (continued) For measurement purposes, the Company assumed a weighted-average annual rate of increase in the per capita cost (health care cost trend rate) of 7.00 % for 2025, declining gradually to 5.0 % in 2033 and thereafter for medical and prescription drug benefits. For Medicare Advantage benefits, actual contract rates have been set for 2025 through 2026, and are assumed to increase by $ 10 per year for 2027 through 2029 and then 6.0 % for 2029, declining gradually to 5.0 % in 2033 and thereafter. Cash Flows: Estimated future benefit payments to be funded by the Company are expected to be as follows: Future Benefit Payments 2025 $ 3.7 2026 3.7 2027 3.6 2028 3.5 2029 3.4 2030-2034 14.0 Note 19 - Sale of Shares of Timken India Limited On June 20, 2023, the Company completed the sale of 7.6 million shares of TIL, a publicly traded subsidiary of the Company, generating net proceeds of $ 229.0 million after income taxes of $ 55.2 million and transaction costs. The sale reduced the Company’s ownership in TIL from 67.80 percent to 57.70 percent. On May 28, 2024, the Company completed the sale of 5.0 million shares of TIL, generating net proceeds of $ 186.8 million after income taxes of $ 45.2 million and transaction costs. The sale reduced the Company’s ownership in TIL from 57.70 percent to 51.05 percent. The India market remains strategically important to Timken, and the Company is not contemplating any further sale transactions at the present time. 93 Table of Contents Note 20 - Accumulated Other Comprehensive (Loss) Income The following tables present details about components of accumulated other comprehensive (loss) income for the years ended December 31, 2024 and December 31, 2023: Foreign currency translation adjustments Pension and postretirement liability adjustments Change in fair value of derivative financial instruments Total Balance at December 31, 2023 $ ( 193.8 ) $ 44.7 $ 2.2 $ ( 146.9 ) Ownership changes 5.6 — — 5.6 Other comprehensive income (loss) before reclassifications and income taxes ( 153.5 ) ( 0.1 ) 5.5 ( 148.1 ) Amounts reclassified from accumulated other comprehensive (loss) income, before income tax — ( 7.9 ) ( 2.5 ) ( 10.4 ) Income tax (expense) benefit ( 7.7 ) 2.0 ( 1.0 ) ( 6.7 ) Net current period other comprehensive income (loss), net of income taxes and ownership changes ( 155.6 ) ( 6.0 ) 2.0 ( 159.6 ) Noncontrolling interest 4.8 — — 4.8 Net current period comprehensive income (loss), net of income taxes, noncontrolling interest and ownership changes ( 150.8 ) ( 6.0 ) 2.0 ( 154.8 ) Balance at December 31, 2024 $ ( 344.6 ) $ 38.7 $ 4.2 $ ( 301.7 ) Foreign currency translation adjustments Pension and 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 ) Ownership changes 6.6 — — 6.6 Other comprehensive income (loss) before reclassifications and income taxes 33.5 ( 0.2 ) ( 2.0 ) 31.3 Amounts reclassified from accumulated other comprehensive (loss) income, before income tax — ( 7.9 ) 0.9 ( 7.0 ) Income tax benefit — 2.0 0.3 2.3 Net current period other comprehensive income (loss), net of income taxes and ownership changes 40.1 ( 6.1 ) ( 0.8 ) 33.2 Noncontrolling interest 1.8 — — 1.8 Net current period comprehensive (loss) income, net of income taxes, noncontrolling interest and ownership changes 41.9 ( 6.1 ) ( 0.8 ) 35.0 Balance at December 31, 2023 $ ( 193.8 ) $ 44.7 $ 2.2 $ ( 146.9 ) Foreign currency translation adjustments at December 31, 2024 and 2023 included cumulative gains of $ 27.1 million and $ 3.3 million, respectively, net of deferred taxes, related to net investment hedges. Refer to Note 22 - Derivative Instruments for additional information on the net investment hedges. Other comprehensive (loss) income before reclassifications and income taxes includes the effect of foreign currency. 94 Table of Contents Note 21 - Fair Value The following tables present the fair value hierarchy for those assets and liabilities on the Consolidated Balance Sheets measured at fair value on a recurring basis as of December 31, 2024 and 2023: December 31, 2024 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 343.1 $ 341.8 $ 1.3 $ — Cash and cash equivalents measured at net asset value 30.1 Restricted cash 0.4 0.4 — — Short-term investments 15.9 — 15.9 — Foreign currency forward contracts 4.9 — 4.9 — Total Assets $ 394.4 $ 342.2 $ 22.1 $ — Liabilities: Foreign currency forward contracts $ 10.4 $ — $ 10.4 $ — Total Liabilities $ 10.4 $ — $ 10.4 $ — December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 384.4 $ 381.0 $ 3.4 $ — Cash and cash equivalents measured at net asset value 34.5 Restricted cash 0.4 0.4 — — Short-term investments 31.6 — 31.6 — Foreign currency forward contracts 3.3 — 3.3 — Total Assets $ 454.2 $ 381.4 $ 38.3 $ — Liabilities: Foreign currency forward contracts $ 11.4 $ — $ 11.4 $ — Total Liabilities $ 11.4 $ — $ 11.4 $ — Cash and cash equivalents are highly liquid investments with maturities of 90 days or less when purchased that 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. In addition, the Company remeasures certain assets to fair value, using Level 3 measurements, as a result of the occurrence of triggering events such as purchase accounting for acquisitions or goodwill impairment. No material assets were measured at fair value on a nonrecurring basis during the years ended December 31, 2024 and 2023. 95 Table of Contents Note 21 - Fair Value (continued) Financial Instruments: The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, net 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 quoted market prices, was $ 1,659.2 million and $ 1,387.7 million at December 31, 2024 and 2023, respectively. The carrying value of this debt was $ 1,675.6 million and $ 1,424.3 million at December 31, 2024 and 2023, respectively. The fair value of long-term fixed-rate debt was measured using Level 2 inputs. The Company does not believe it has significant concentrations of risk associated with the counterparts to its financial instruments. 96 Table of Contents Note 22 - Derivative Instruments 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 May 23, 2024, the Company designated its 2034 Notes, in the aggregate principal amount of € 600.0 million, 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 year ended December 31, 2024 was a gain of $ 27.7 million recorded to accumulated comprehensive (loss) income. 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 year ended December 31, 2024 was to record a gain of $ 3.7 million to accumulated comprehensive loss (income). The Company does not purchase or hold any derivative financial instruments for trading purposes. As of December 31, 2024 and 2023, the Compan y had $ 471.6 million and $ 591.8 million, respectively, of outstanding foreign currency forward contracts at notional value. Refer to Note 21 - Fair Value for the fair value disclosure of derivative financial instruments. Foreign currency forward contracts classified as assets are included in other current assets, and foreign currency forward contracts classified as liabilities are included in other current liabilities on the Consolidated Balance Sheets. 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 foreign currencies with forward contracts. When the dollar strengthens significantly against 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 December 31, 2024 and 2023, the Company had $ 63.0 million and $ 73.8 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 it exposure to the variability in future cash flows for forecast transactions is generally eighteen months or less. 97 Table of Contents Note 22 - Derivative Instruments (continued) 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 loan with a maturity date at 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 December 31, 2024 and 2023 , the Company had $ 408.6 million and $ 518.0 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 years ended December 31, 2024, 2023 and 2022, and the related location within the Consolidated Statements of Income. Amount of gain or (loss) recognized in income Year Ended December 31, Derivatives not designated as hedging instruments Location of gain or (loss) recognized in income 2024 2023 2022 Foreign currency forward contracts Other income (expense), net $ ( 18.8 ) $ ( 15.0 ) $ ( 25.2 ) Note 23 - Research and Development The Company leverages its technical knowledge, research expertise, and production and engineering capabilities across all of its products and end markets to deliver high-performance products and services to its customers. Costs included in "Research and Development Expense" primarily relate to new product innovation. Costs included in "Engineering Expense" primarily relate to the technological enhancement of existing products and services as we align with our customers evolving needs. Expenditures may fluctuate from year-to-year depending on special projects and needs. Year Ended December 31, Expenditures as a percentage of sales 2024 2023 2022 Research and Development Expense 1.1 % 0.8 % 0.8 % Engineering Expense 2.1 % 1.9 % 1.5 % Total 3.2 % 2.7 % 2.3 % 98 Table of Contents Note 24 - Government Assistance From time to time, the Company receives government assistance in the form of grants and other incentives from various governments to support capital projects and other business development. The amounts received are typically based on the amount of qualifying capital expenditures or business development costs in the countries providing the government assistance. The Company typically has to meet certain requirements, such as adding or maintaining a specified number of qualifying positions, to retain the government assistance or the funds can be clawed back by the government. Once the Company determines that it will meet the requirements of the government assistance, the funds are recognized over the life of the related assets or as the costs are incurred. For amounts that are expected to be paid back, the Company recognizes applicable interest expense. As of December 31, 2024 and December 31, 2023, the Company has recorded $ 1.5 million and $ 1.6 million, respectively, of government assistance in other current liabilities and $ 42.2 million and $ 36.0 million, respectively, in other non-current liabilities . In addition, as of December 31, 2024, the Company has cumulatively recorded $ 7.9 million of government assistance as a reduction to cost of products sold and $ 0.2 million as a reduction to SG&A . The Company has also cumulatively recognized interest expense of $ 2.1 million related to the expected shortfall of incentive obligations. The following paragraphs discuss the Company's most significant government assistance programs. In December 2023, the Company reached a definitized technology investment agreement with the United States Government for the purposes of enhancing and expanding the industrial base for high performance, precision ball bearings. Title to assets purchased under this agreement vest with the Government throughout the agreement. The Government may elect to transfer all, or some, of the assets purchased to the Company at the end of the agreement, provided the Company's performance is satisfactory and in compliance with the terms of the agreement. As of December 31, 2024, the company is accounting for $ 7.2 million of awards received as other non-current liabilities . The awards will be amortized over the useful life of the assets purchased as a reduction to cost of products sold . As of December 31, 2024, amortization is less than $ 0.1 million. In 2022, the Company acquired Spinea, s.r.o. ("Spinea"). Prior to the acquisition, Spinea received incentives totaling $ 18.0 million from the Slovakian government to invest in a new production facility and related machinery and equipment. As a result, Spinea was required to create 450 new jobs. If Spinea is unable to meet these commitments, all or a portion of the incentive could be recaptured with interest by October 2027. The Company is currently accounting for a potential shortfall of $ 16.6 million, including interest. The remaining amount is being amortized over the period the costs are being incurred. Cumulatively as of December 31, 2024, the Company recorded amortization expense of $ 3.3 million as a reduction to cost of products sold . In addition, the Company recorded total interest expense of $ 1.2 million due to the possibility of having to pay a portion of the incentive back. In 2017 and 2018, the Company received grants from the Romanian Government for the reimbursement of capital investments for its new production facility, totaling $ 16.5 million. While the original grants were based on capital investments, the Company needs to pay various taxes, including corporate income tax, payroll taxes and building tax, totaling $ 16.6 million between 2019 and 2024. If the total tax obligation is not met, any shortfall could result in a recapture of the grant with interest as early as December 2024. The Company is currently accounting for a potential shortfall of $ 8.4 million, including interest. The incentive is being amortized over the useful life of the assets. Cumulatively as of December 31, 2024, the Company recorded amortization expense of $ 2.0 million as a reduction to cost of products sold . In addition, the Company recorded total interest expense of $ 0.9 million due to the expectation of having to pay a portion of the grant back. The Company may have received other government assistance that is not described above; however, the total amount of the government assistance is immaterial to the Company’s Consolidated Financial Statements. 99 Table of Contents Note 25 - Quarterly Financial Data (Unaudited ) 2024 1st 2nd 3rd 4th Total Net sales $ 1,190.3 $ 1,182.3 $ 1,126.8 $ 1,073.6 $ 4,573.0 Cost of products sold 792.7 808.7 782.4 748.5 3,132.3 Selling, general and administrative expenses 190.7 184.1 189.7 187.5 752.0 Amortization of intangible assets 20.0 19.0 19.7 19.3 78.0 Impairment and restructuring charges 2.3 3.3 2.5 5.3 13.4 Operating income 184.6 167.2 146.3 113.0 611.1 Net income (1) 110.6 102.0 87.6 75.1 375.3 Net income attributable to noncontrolling interests 7.1 5.8 5.8 3.9 22.6 Net income attributable to The Timken Company 103.5 96.2 81.8 71.2 352.7 Net income per share - Basic: $ 1.47 $ 1.37 $ 1.17 $ 1.02 $ 5.02 Net income per share - Diluted: $ 1.46 $ 1.36 $ 1.16 $ 1.01 $ 4.99 Dividends per share $ 0.33 $ 0.34 $ 0.34 $ 0.34 $ 1.35 2023 1st 2nd 3rd 4th Total Net sales $ 1,262.8 $ 1,272.3 $ 1,142.7 $ 1,091.2 $ 4,769.0 Cost of products sold 846.0 866.9 787.1 759.9 3,259.9 Selling, general and administrative expenses 186.8 184.9 179.6 189.5 740.8 Amortization of intangible assets 13.5 17.3 17.5 17.4 65.7 Impairment and restructuring charges 28.9 2.5 8.9 5.2 45.5 Operating income 187.6 200.7 149.6 119.2 657.1 Net income (2) 125.7 129.5 90.9 61.9 408.0 Net income attributable to noncontrolling interests 3.4 4.3 3.0 3.2 13.9 Net income attributable to The Timken Company 122.3 125.2 87.9 58.7 394.1 Net income per share - Basic: $ 1.69 $ 1.74 $ 1.24 $ 0.84 $ 5.52 Net income per share - Diluted: $ 1.67 $ 1.73 $ 1.23 $ 0.83 $ 5.47 Dividends per share $ 0.31 $ 0.33 $ 0.33 $ 0.33 $ 1.30 Earnings per share are computed independently for each of the quarters presented; therefore, the sum of the quarterly earnings per share may not equal the total computed for the year. (1) Net income for the third quarter of 2024 included the gain on the sale of a former bearing manufacturing plant of $ 13.8 million. Net income for the fourth quarter of 2024 included net actuarial gains of $ 1.3 million. (2) Net income for the first quarter of 2023 included goodwill impairment charges of $ 28.3 million. Net income for the fourth quarter of 2023 included net actuarial losses of $ 22.3 million. 100 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of The Timken Company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of The Timken Company and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 20, 2025 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 101 Table of Contents United States and United Kingdom Pension Benefit Obligations Description of the Matter At December 31, 2024, the Company’s pension benefit obligation was $535.6 million. The four plans with the largest pension benefit obligations, covering certain employees in the United States and the United Kingdom, comprised 83% of the total projected benefit obligation as of December 31, 2024. As explained in Note 1 to the consolidated financial statements, the Company recognizes actuarial gains and losses immediately through net periodic benefit cost upon the annual remeasurement in the fourth quarter, or on an interim basis if specific events trigger a remeasurement. Auditing the pension benefit obligations of these four plans was complex and required the involvement of specialists due to the estimation uncertainty involved in determining the discount rates used in the measurement of these benefit obligations. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for the measurement of the pension benefit obligations. For example, we tested controls over management’s review of the discount rates used in the measurement of these benefit obligations. To test the pension benefit obligation, our audit procedures included, among others, evaluating the methodology used and the significant actuarial assumptions discussed above. We compared the actuarial assumptions used by management to historical trends and, we involved actuarial specialists to assist with our procedures. For example, we evaluated management’s methodology for determining the discount rate that reflects the maturity and duration of the benefit payments and is used to measure the pension benefit obligations. In certain instances, as part of this assessment, we compared the projected cash flows to prior year and compared the current year benefits paid to the prior year projected cash flows. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1910. Cleveland, Ohio February 20, 2025 102 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.