What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-04-30 compared with 2024-11-05 · 219 added, 481 removed, 493 unchanged (59% of the section changed)

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(Dollars in millions, except per share data)

4 unchanged sentences

Impairment and restructuring charges 10.9 2.3

Gain on sale of real estate ( 13.8 ) — ( 13.8 ) —

Operating Income 144.0 184.6

2 unchanged sentences

Non-service pension and other postretirement expense ( 1.2 ) ( 1.0 )

Other (expense) income, net ( 6.3 ) 0.4 ( 6.0 ) 5.8

Other expense, net ( 0.3 ) ( 0.9 )

Income Before Income Taxes 118.3 153.3

10 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(Dollars in millions)

10 unchanged sentences

Consolidated Balance Sheets

(Dollars in millions) September 30,

(Dollars in millions) March 31,

2025 December 31,

2 unchanged sentences

Restricted cash 0.4 0.4

Accounts receivable, less allowances (2024 – $ 19.0 million;

2023 – $ 17.1 million)

Accounts receivable, net 744.6 664.6

Unbilled receivables 159.0 140.8

47 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended

(Dollars in millions)

4 unchanged sentences

Depreciation and amortization 55.1 55.3

Impairment charges 2.0 33.2

Gain on sale of assets ( 14.6 ) —

Gain on divestitures — ( 3.7 )

Deferred income tax (benefit) provision ( 8.5 ) 3.4

(Gain) loss on sale of assets ( 1.0 ) 0.1

Deferred income tax benefit — ( 4.3 )

Stock-based compensation expense 7.5 4.5

12 unchanged sentences

Capital expenditures ( 35.2 ) ( 44.1 )

Acquisitions, net of cash acquired ( 167.7 ) ( 464.7 )

Proceeds from disposal of property, plant and equipment 1.9 —

Proceeds from divestitures, net of cash divested 0.3 4.5

Investments in short-term marketable securities, net 0.8 19.7

10 unchanged sentences

Payments on long-term debt ( 1.2 ) ( 196.9 )

Deferred financing costs ( 5.5 ) ( 0.5 )

Short-term debt activity, net ( 2.0 ) 2.0

Noncontrolling interest dividends paid ( 1.1 ) ( 0.6 )

Proceeds from the sale of shares in Timken India Limited 232.3 284.8

Other ( 1.2 ) —

Net Cash (Used in) Provided by Financing Activities ( 54.2 ) 235.6

Net Cash Used in Financing Activities ( 30.6 ) ( 15.0 )

Effect of exchange rate changes on cash 7.4 ( 6.8 )

(Decrease) Increase in Cash, Cash Equivalents and Restricted Cash ( 5.9 ) 34.4

Increase in Cash, Cash Equivalents and Restricted Cash 2.9 3.0

Cash, cash equivalents and restricted cash at beginning of year 373.6 419.3

12 unchanged sentences

New Accounting Guidance Issued and Not Yet Adopted:

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 40).

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 amounts of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

For public 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 new guidance should be applied either prospectively to financial statements issued after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements.

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 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 in this update require that public 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 entities, the new guidance is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company is preparing to adopt this guidance in 2025.

In November 2023, the FASB issued 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 entities, the new guidance is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024.

The Company is preparing to adopt the new disclosure requirements beginning with its Annual Report on Form 10-K for the year ended December 31, 2025.

Note 3 - Acquisitions and Divestitures

Acquisitions:

On September 9, 2024, the Company acquired 100 % of the capital stock of CGI, Inc.

("CGI"), a Nevada-based manufacturer of precision drive systems serving a broad range of automation markets with a concentration in medical robotics.

CGI employs approximately 130 people and has its headquarters and manufacturing facilities in Carson City, Nevada.

The acquisition of CGI enhances the Company's product portfolio.

The total purchase price for this acquisition was $ 167.4 million, net of cash acquired of $ 8.9 million, subject to customary post-closing adjustments.

Results for CGI are reported in the Industrial Motion segment.

The Company incurred acquisition-related costs of $ 1.4 million to complete this acquisition.

The following table presents the purchase price allocation at fair value for the CGI acquisition as of September 30, 2024:

Initial Purchase

Price Allocation

Accounts receivable $ 4.2

Inventories 13.4

Other current assets 0.2

Property, plant and equipment 10.0

Operating lease assets 1.8

Goodwill 79.8

Other intangible assets 88.4

Other non-current assets 3.0

Total assets acquired $ 200.8

Accounts payable, trade $ 0.6

Salaries, wages and benefits 1.4

Other current liabilities 2.8

Deferred income taxes 23.4

Other non-current liabilities 5.2

Total liabilities assumed $ 33.4

Net assets acquired $ 167.4

The following table summarizes the preliminary purchase price allocation at fair valu e for identifiable intangible assets acquired in 2024:

Trade names $ 17.6 19 years

Technology and know-how 21.6 15 years

Customer relationships 49.2 15 years

Total intangible assets $ 88.4

Note 3 - Acquisitions and Divestitures (continued)

In determining the fair value of amounts above, the Company utilized a benchmarking approach based on the Company's prior acquisitions to determine the preliminary fair values for identified intangibles assets and inventory.

Upon completion of the final valuation and purchase price allocation, the final fair values of the assets acquired, liabilities assumed and resulting goodwill may differ materially from the preliminary assessment.

Any changes to the initial estimates of the fair value of the assets acquired and liabilities assumed will be recorded to those assets and liabilities and any residual amounts will be allocated to goodwill.

The amounts in the table above represent the preliminary purchase price allocation for CGI.

This purchase price allocation, including the residual amount allocated to goodwill, is subject to change as additional information concerning final asset and liability valuations are obtained and management completes its reassessment of the measurement period procedures based on the results of the preliminary valuation.

Given the proximity of the acquisition date to September 30, 2024, no elements of the purchase price allocation have been finalized as of September 30, 2024.

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 has been completed on the acquisition date.

During 2023, Timken 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 Holding B.V.

("Lagersmit"), a Netherlands-based manufacturer of highly engineered sealing solutions for marine, dredging, water, tidal energy and other industrial applications.

On November 1, 2023, the Company acquired Engineered Solutions Group ("iMECH").

The Company acquired 100 % of the capital stock in the United States 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 has facilities in Houston, Texas and Alberta, Canada.

On September 29, 2023, the Company acquired 100 % of the capital stock of Rosa Sistemi S.p.A.

("Rosa"), a European designer and manufacturer of roller guideways, linear bearings, customized linear systems and actuators, commercialized ball guideways and precision ball screws.

Rosa has its headquarters, R&D and high-precision manufacturing facility in Milan, Italy.

On September 1, 2023, the Company acquired 100 % of the capital stock of D-C Filtration Holdings Corp.

("Des-Case"), a Tennessee-based manufacturer of specialty filtration products for industrial lubricants.

Des-Case has manufacturing facilities in Tennessee and the Netherlands.

On April 4, 2023, the Company acquired 100 % of the capital stock of Leonardo Top S.a.r.l.

("Nadella"), a leading European manufacturer of linear guides, telescopic rails, actuators and systems and other specialized industrial motion solutions.

Based in Italy, Nadella operates manufacturing facilities in Europe and China.

On January 31, 2023, the Company acquired substantially all of the assets of American Roller Bearing Company ("ARB"), a North Carolina-based manufacturer of industrial bearings.

ARB, which boasts a large U.S.

installed base and strong aftermarket business, operates manufacturing facilities in Hiddenite and Morganton, North Carolina.

The total purchase price for these six acquisitions was $ 641.4 million (including working capital adjustments paid in 2024), net of cash acquired of $ 30.8 million.

Results for Lagersmit, Rosa, Des-Case and Nadella are reported in the Industrial Motion segment, and results for iMECH and ARB are reported in the Engineered Bearings segment.

The Company incurred acquisition-related costs of $ 6.7 million in total to complete these six acquisitions in 2023.

Note 3 - Acquisitions and Divestitures (continued)

The following table presents the updated purchase price allocation at fair value, net of cash acquired, for the 2023 acquisitions, as of December 31, 2023 and September 30, 2024:

Purchase Price Allocation at December 31, 2023 2024

Adjustments Updated Purchase Price Allocation at September 30, 2024

Accounts receivable $ 44.7 $ ( 0.8 ) $ 43.9

Inventories 111.8 1.7 113.5

Other current assets 5.0 — 5.0

Property, plant and equipment 47.7 0.2 47.9

Operating lease assets 7.3 ( 0.1 ) 7.2

Goodwill 285.6 6.3 291.9

Other intangible assets 306.7 ( 7.2 ) 299.5

Other non-current assets 6.7 ( 1.6 ) 5.1

Total assets acquired $ 815.5 $ ( 1.5 ) $ 814.0

Accounts payable, trade $ 24.0 $ 0.2 $ 24.2

Salaries, wages and benefits 16.9 ( 2.0 ) 14.9

Income taxes payable 5.5 — 5.5

Other current liabilities 10.7 ( 0.7 ) 10.0

Short-term debt 4.7 0.4 5.1

Long-term debt 6.0 — 6.0

Accrued pension benefits 3.6 — 3.6

Long-term operating lease liabilities 7.0 — 7.0

Deferred income taxes 83.3 ( 0.9 ) 82.4

Other non-current liabilities 7.6 — 7.6

Total liabilities assumed $ 169.3 $ ( 3.0 ) $ 166.3

Noncontrolling interest acquired 5.2 1.1 6.3

Net assets acquired $ 641.0 $ 0.4 $ 641.4

The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2023:

Trade names $ 25.6 17 years

Technology and know-how 70.5 15 years

Customer relationships 201.8 14 years

Non-compete agreements 1.0 3 years

Capitalized software 0.6 2 years

Total intangible assets $ 299.5

Note 3 - Acquisitions and Divestitures (continued)

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.

The amounts in the table above represent the purchase price allocation for the 2023 acquisitions as of the dates noted above.

This purchase price allocation, including the residual amount allocated to goodwill, has been adjusted as additional information concerning final asset and liability valuations have been obtained, and management has completed its reassessment of the measurement period procedures.

The purchase price allocation for Lagersmit is preliminary with respect to the valuation of inventory and intangible assets and any impact to the related deferred taxes, as well as changes to the residual amount allocated to goodwill.

The purchase price allocations for iMECH, Rosa, Des-Case, Nadella and ARB are complete.

The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date.

Divestitures:

On September 20, 2023, the Company entered into a definitive agreement to sell Jiangsu TWB Bearings Co., Ltd.

During the third quarter of 2023, 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 legal entity exceeding the estimated sales price less costs to sell, the Company recorded an impairment charge of $ 1.0 million for the three months ended September 30, 2023.

The impairment charge is included in the impairment and restructuring line on the Consolidated Statement of Income.

The sale of TWB was completed on October 16, 2023.

On February 28, 2023, the Company completed the sale of all of its membership interest in S.E.

Setco Services Company, LLC ("SE Setco"), a 50 % owned joint venture.

The Company had accounted for SE Setco as an equity method investment prior to the sale.

The Company received $ 5.7 million in cash proceeds for SE Setco and recognized a pretax gain of $ 4.8 million on the sale.

The gain was reflected in other income, net in the Consolidated Statement of Income.

Sale of Other Assets:

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 Statement of Income.

Note 4 - Segment Information

The primary measurement used by management to measure the financial performance of each segment is earnings before interest, taxes, depreciation and amortization ("EBITDA").

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Engineered Bearings $ 740.7 $ 775.6 $ 2,326.6 $ 2,533.5

Industrial Motion 386.1 367.1 1,172.8 1,144.3

Net sales $ 1,126.8 $ 1,142.7 $ 3,499.4 $ 3,677.8

Segment EBITDA:

Engineered Bearings $ 150.0 $ 148.2 $ 492.0 $ 538.7

Industrial Motion 70.9 70.3 223.8 199.4

Total EBITDA, for reportable segments $ 220.9 $ 218.5 $ 715.8 $ 738.1

Unallocated corporate expense ( 25.7 ) ( 17.0 ) ( 61.0 ) ( 47.9 )

Corporate pension and other postretirement

benefit related (expense) income (1)

— ( 0.2 ) — 1.7

Depreciation and amortization ( 56.1 ) ( 52.2 ) ( 165.6 ) ( 149.0 )

Interest expense ( 30.3 ) ( 27.5 ) ( 97.1 ) ( 79.9 )

Interest income 3.4 2.6 11.3 6.0

Income before income taxes $ 112.2 $ 124.2 $ 403.4 $ 469.0

(1) Corporate pension and other postretirement benefit related income represents actuarial (losses) and gains that resulted from the remeasurement of pension and other postretirement plan assets and obligations as a result of changes in assumptions or experience.

September 30,

2024 December 31, 2023

Total Assets by Segment:

Engineered Bearings $ 3,273.4 $ 3,296.8

Industrial Motion 3,004.7 2,744.5

Corporate (2)

$ 6,767.4 $ 6,541.7

(2) Corporate assets include corporate buildings and cash and cash equivalents.

Note 3 - Revenue

The following table presents details deemed most relevant to the users of the financial statements about total revenue for the three and nine months ended September 30, 2024 and 2023:

The following table presents details deemed relevant to the users of the financial statements about total revenue for the three months ended March 31, 2025 and 2024:

Three Months Ended Three Months Ended

September 30, 2024 September 30, 2023

March 31, 2025 March 31, 2024

Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total

United States $ 311.5 $ 202.3 $ 513.8 $ 335.1 $ 192.7 $ 527.8

Americas excluding the United States 95.5 28.1 123.6 96.1 26.5 122.6

Europe / Middle East / Africa 139.9 124.0 263.9 158.6 125.9 284.5

China 81.2 20.3 101.5 110.7 18.3 129.0

Asia-Pacific excluding China 113.7 11.3 125.0 102.8 5.8 108.6

Net sales $ 740.7 $ 386.1 $ 1,126.8 $ 775.6 $ 367.1 $ 1,142.7

Nine Months Ended Nine Months Ended

September 30, 2024 September 30, 2023

Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total

Americas excluding the

United States 88.2 21.2 109.4 94.7 24.6 119.3

Americas excluding the United States 286.5 79.2 365.7 284.3 82.3 366.6

Europe / Middle East / Africa 139.6 129.7 269.3 169.5 142.6 312.1

China 233.8 59.6 293.4 425.6 57.5 483.1

Asia-Pacific excluding China 364.5 33.6 398.1 339.6 24.5 364.1

Asia-Pacific 221.4 26.4 247.8 203.2 27.9 231.1

Net sales $ 760.7 $ 379.6 $ 1,140.3 $ 802.5 $ 387.8 $ 1,190.3

When reviewing revenue by sales channel, the Company separates net sales to original equipment manufacturers ("OEMs") from sales to distributors and end users.

The following table presents the approximate percent of revenue by sales channel for the nine months ended September 30, 2024 and 2023:

Nine Months Ended Nine Months Ended

Revenue by sales channel September 30, 2024 September 30, 2023

The following table presents the approximate percent of revenue by sales channel for the three months ended March 31, 2025 and 2024:

Three Months Ended Three Months Ended

Revenue by sales channel March 31, 2025 March 31, 2024

Original equipment manufacturers 60 % 60 %

Distribution/end users 45 % 40 %

Distribution/direct to end users 40 % 40 %

In addition to disaggregating revenue by segment, geography and by sales channel as shown above, the Company believes information about the timing of transfer of goods or services and type of customer is also relevant.

During the nine months ended September 30, 2024 and September 30, 2023, approximately 10 % and 9 %, respectively, of total net sales were recognized over-time because of the continuous transfer of control to the customer, with the remainder recognized as of a point in time.

Finally, business with the United States ("U.S.") government or its contractors represented approximately 6 % of total net sales during the nine months ended September 30, 2024 and September 30, 2023.

During the three months ended March 31, 2025 and March 31, 2024, approximately 9 % and 7 %, respectively, of total net sales were recognized over-time because of the continuous transfer of control to the customer, with the remainder recognized as of a point in time.

Finally, business with the United States ("U.S.") government or its contractors represented approximately 7 % and 6 % of total net sales during the three months ended March 31, 2025 and March 31, 2024, respectively.

Note 3 - Revenue (continued)

Remaining Performance Obligations:

2 unchanged sentences

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 $ 178.0 million at September 30, 2024.

Note 5 - Revenue (continued)

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 $ 154 million at March 31, 2025.

Unbilled Receivables:

The following table contains a rollforward of unbilled receivables for the nine months ended September 30, 2024 and the twelve months ended December 31, 2023:

September 30,

The following table contains a rollforward of unbilled receivables for the three months ended March 31, 2025 and the twelve months ended December 31, 2024:

2025 December 31,

3 unchanged sentences

Ending balance $ 159.0 $ 140.8

There were no impairment losses recorded on unbilled receivables for the nine months ended September 30, 2024 and the twelve months ended December 31, 2023.

There were no impairment losses recorded on unbilled receivables for the three months ended March 31, 2025 and the twelve months ended December 31, 2024.

Deferred Revenue:

The following table contains a rollforward of deferred revenue for the nine months ended September 30, 2024 and the twelve months ended December 31, 2023:

September 30,

The following table contains a rollforward of deferred revenue for the three months ended March 31, 2025 and the twelve months ended December 31, 2024:

2025 December 31,

4 unchanged sentences

Ending balance $ 32.7 $ 41.4

Note 4 - Segment Information

The Company operates under two reportable segments:

(1) Engineered Bearings and (2) Industrial Motion.

The Company's Chief Operating Decision Maker ("CODM") is the President and Chief Executive Officer ("CEO").

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 budgeted results provided on a regular basis for both segment's profit measures when making decisions about allocating capital and personnel to the segments.

The following tables provide segment financial information and a reconciliation of segment results to consolidated results for the three months ended March 31, 2025:

Engineered Bearings Industrial Motion Total

Net sales $ 760.7 $ 379.6 $ 1,140.3

Cost of products sold (1)

( 523.3 ) ( 256.6 )

Selling, general and administrative expenses (2)

( 102.5 ) ( 68.0 )

Other segment items (3)

Depreciation and amortization (4)

Adjusted EBITDA for reportable segments $ 159.2 $ 67.1 $ 226.3

Unallocated corporate expense ( 18.2 )

Impairment, restructuring and reorganization charges ( 3.1 )

Gain on sale of certain assets 1.2

CEO succession expenses ( 8.6 )

Depreciation and amortization ( 55.1 )

Interest expense ( 26.5 )

Interest income 2.3

Income before income taxes $ 118.3

For the three months ended March 31, 2024:

Engineered Bearings Industrial Motion Total

Net sales $ 802.5 $ 387.8 $ 1,190.3

Cost of products sold (1)

( 540.8 ) ( 245.5 )

Selling, general and administrative expenses (2)

( 105.9 ) ( 70.9 )

Other segment items (3)

Depreciation and amortization (4)

Adjusted EBITDA for reportable segments $ 181.4 $ 82.1 $ 263.5

Unallocated corporate expense ( 17.1 )

Impairment, restructuring and reorganization charges ( 4.4 )

Acquisition-related charges ( 4.7 )

Gain on sale of certain assets 0.7

Depreciation and amortization ( 55.3 )

Interest expense ( 32.2 )

Interest income 2.8

Income before income taxes $ 153.3

(1) Cost of products sold exclude acquisition-related and reorganization charges.

(2) Selling, general, and administrative expenses exclude acquisition-related charges and CEO succession expenses.

(3) Other segments items is Other (expense) income, net and exclude gain on sale of certain assets.

(4) Depreciation and amortization excludes acquisition intangible amortization and depreciation recognized in reorganization charges, if any.

Note 4 - Segment Information (continued)

The following tables provides additional segment financial information:

2025 December 31, 2024

Assets by Segment:

Engineered Bearings $ 3,236.5 $ 3,126.1

Industrial Motion 2,878.0 2,822.6

Corporate (5)

$ 6,570.4 $ 6,411.0

(5) Corporate assets include corporate buildings and cash and cash equivalents.

Three Months Ended

Capital expenditures:

Engineered Bearings $ 24.9 $ 34.5

Industrial Motion 10.2 9.4

Corporate 0.1 0.2

$ 35.2 $ 44.1

Depreciation and amortization:

Engineered Bearings $ 26.6 $ 26.7

Industrial Motion 28.3 28.2

Corporate 0.2 0.4

$ 55.1 $ 55.3

Note 5 - Income Taxes

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Provision for income taxes $ 26.9 $ 42.7

Effective tax rate 22.7 % 27.9 %

Income tax expense for the three and nine months ended September 30, 2024 was calculated using forecasted multi-jurisdictional annual effective tax rates to determine a blended annual effective tax rate.

Income tax expense for the three months ended March 31, 2025 was calculated using forecasted multi-jurisdictional annual effective tax rates to determine a blended annual effective tax rate.

The effective tax rate differs from the U.S.

2 unchanged sentences

state and local income taxes, and other permanent differences (net).

The effective tax rate of 21.9 % and 25.6 % for the three and nine months ended September 30, 2024, respectively, was lower than the effective tax rate for the three and nine months ended September 30, 2023, respectively, primarily due to the net favorable impact of discrete items versus the year ago periods.

On December 20, 2021, the Organization for Economic Co-operation and Development (“OECD”) released Pillar Two model rules defining the global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15%.

Certain jurisdictions, in which the Company operates, enacted, or announced their intention to enact, legislation consistent with one or more OECD Pillar Two model rules.

The model rules include minimum domestic top-up taxes, income inclusion rules, and undertaxed profit rules all aimed to ensure that multinational companies pay a minimum effective corporate tax rate of 15% in each jurisdiction in which they operate, with some rules effective in 2024.

Management does not expect Pillar Two legislation to materially impact the Company's annual effective tax rate in 2024.

The effective tax rate of 22.7 % for the three months ended March 31, 2025 was lower than the effective tax rate for the three months ended March 31, 2024 primarily due to the net favorable impact of discrete items versus the year ago period.

The favorable discrete items in the current period primarily related to the reversal of accruals for uncertain tax positions to account for the expiration of statue of limitations in jurisdictions outside the United States.

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 three and nine months ended September 30, 2024 and 2023:

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the three months ended March 31, 2025 and 2024:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income attributable to The Timken Company $ 78.3 $ 103.5

10 unchanged sentences

Stock options are antidilutive when the exercise price exceeds the average market price of the Company’s common shares during the periods presented.

There were no antidilutive stock options outstanding during the three and nine months ended September 30, 2024 and 2023.

There were no antidilutive stock options outstanding during the three months ended March 31, 2025 and 2024.

Note 7 - Inventories

The components of inventories at September 30, 2024 and December 31, 2023 were as follows:

September 30,

The components of inventories at March 31, 2025 and December 31, 2024 were as follows:

2025 December 31,

11 unchanged sentences

inventories are valued on the FIFO method.

The LIFO reserves as of September 30, 2024 and December 31, 2023 were $ 251.7 million and $ 232.1 million, respectively.

The LIFO reserve as of March 31, 2025 and December 31, 2024 was $ 256.2 million and $ 257.2 million, respectively.

An actual valuation of the inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time.

6 unchanged sentences

The Engineered Bearings segment has one reporting unit and the Industrial Motion segment has six reporting units.

During the first three months of 2023, the Company reviewed goodwill for impairment for its reporting units due to the change in reporting segments that went into effect January 1, 2023.

The Company utilized 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 & 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 three months of 2023, which was reported in impairment and restructuring charges on the Consolidated Statement of Income.

The changes in the carrying amount of goodwill for the nine months ended September 30, 2024 were as follows:

The changes in the carrying amount of goodwill for the three months ended March 31, 2025 were as follows:

Engineered Bearings Industrial Motion Total

Beginning balance, January 1 $ 692.0 $ 691.3 $ 1,383.3

Acquisitions — 79.8 79.8

Foreign currency translation adjustments and other changes 4.4 29.3 33.7

Ending balance $ 696.4 $ 720.6 $ 1,417.0

The acquisition of CGI added goodwill of $ 79.8 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.

The following table displays intangible assets as of September 30, 2024 and December 31, 2023:

Balance at September 30, 2024 Balance at December 31, 2023

The following table displays intangible assets as of March 31, 2025 and December 31, 2024:

Balance at March 31, 2025 Balance at December 31, 2024

Amount Accumulated

15 unchanged sentences

Total intangible assets $ 1,721.2 $ ( 709.5 ) $ 1,011.7 $ 1,692.6 $ ( 686.1 ) $ 1,006.5

Amortization expense for intangible assets was $ 64.2 million and $ 53.1 million for the nine months ended September 30, 2024 and 2023, respectively.

Amortization expense for intangible assets was $ 21.0 million and $ 21.6 million for the three months ended March 31, 2025 and 2024, respectively.

Amortization expense for intangible assets is projected to be approximately $ 84 million in 2025;

4 unchanged sentences

Note 9 - Other Current Liabilities

The following table displays other current liabilities as of September 30, 2024 and December 31, 2023:

September 30,

The following table displays other current liabilities as of March 31, 2025 and December 31, 2024:

2025 December 31,

Sales rebates $ 57.1 $ 69.2

Interest 37.2 25.3

Deferred revenue 32.7 41.4

Operating lease liabilities 32.4 32.0

Interest 24.8 16.4

Taxes other than income and payroll taxes 20.8 25.8

1 unchanged sentence

Freight and duties 16.9 14.3

Unprocessed invoices 16.4 15.1

Professional fees 13.1 11.5

Current derivative liability 5.4 11.4

Restructuring 10.7 3.7

Current derivative liability 10.0 10.4

Other 53.8 52.5

1 unchanged sentence

Note 10 - Financing Arrangements

Short-term debt at September 30, 2024 and December 31, 2023 was as follows:

September 30,

Short-term debt at March 31, 2025 and December 31, 2024 was as follows:

2025 December 31,

Variable-rate Term Loan, 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 4.00 % to 4.45 % at September 30, 2024 and 4.35 % to 7.33 % at December 31, 2023

Borrowings under lines of credit for certain of the Company’s foreign subsidiaries with various banks with interest rates ranging from 3.01 % to 3.46 % at March 31, 2025 and 3.36 % to 3.95 % at December 31, 2024

Short-term debt $ 7.4 $ 8.7

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.

Lines of credit for certain of the Company's foreign subsidiaries provide for short-term borrowings.

Most of these lines of credit are uncommitted.

At September 30, 2024, the Company’s foreign subsidiaries had borrowings outstanding of $ 25.9 million and bank guarantees of $ 2.4 million.

Long-term debt at September 30, 2024 and December 31, 2023 was as follows:

September 30,

At March 31, 2025, the Company’s foreign subsidiaries had borrowings outstanding of $ 7.4 million and bank guarantees of $ 0.3 million.

Long-term debt at March 31, 2025 and December 31, 2024 was as follows:

2025 December 31,

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

Variable-rate Accounts Receivable Facility with an interest rate of 6.20 % at September 30, 2024 and 6.42 % at December 31, 2023

Variable-rate Term Loan (1) , maturing on December 5, 2027, with an interest rate of 6.07 % at September 30, 2024 and 6.58 % at December 31, 2023

Fixed-rate Senior Unsecured Notes (1) , originally due to mature on September 1, 2024;

redeemed on June 24, 2024.

Fixed-rate Euro Senior Unsecured Notes (1) , maturing on September 7, 2027, with an interest rate of 2.02 %

Fixed-rate Euro Senior Unsecured Notes (1) , maturing on May 23, 2034, with an interest rate of 4.125 %

Fixed-rate Senior Unsecured Notes (1) , maturing on December 15, 2028, with an interest rate of 4.50 %

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 %

Fixed-rate Senior Unsecured Notes (1) , maturing on April 1, 2032, with an interest rate of 4.125 %

Fixed-rate Euro Bank Loan, maturing on June 30, 2033, with an interest rate of 2.15 %

Variable-rate Accounts Receivable Facility with an interest rate of 5.31 %

at March 31, 2025

Fixed-rate Euro Senior Unsecured Notes (1) , maturing on September 7, 2027,

with an interest rate of 2.02 %

Variable-rate Term Loan (1) , maturing on December 5, 2027, with an interest rate

of 5.55 % at March 31, 2025 and 5.58 % at December 31, 2024

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 %

Fixed-rate Senior Unsecured Notes (1) , maturing on December 15, 2028, with

an interest rate of 4.50 %

Fixed-rate Senior Unsecured Notes (1) , maturing on April 1, 2032, with an

interest rate of 4.13 %

Fixed-rate Euro Senior Unsecured Notes (1) , maturing on May 23, 2034, with an

interest rate of 4.13 %

Fixed-rate Euro Bank Loan, maturing on June 30, 2033, with an

interest rate of 2.15 %

Other 10.5 10.8

4 unchanged sentences

Note 10 - Financing Arrangements (continued)

The Company is party to a $ 100 million Amended and Restated Asset Securitization Agreement (the "Accounts Receivable Facility"), which matures on November 30, 2026.

The Company has a $ 100 million Amended and Restated Asset Securitization Agreement (the "Accounts Receivable Facility"), which 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 by certain borrowing base limitations;

however, availability under the Accounts Receivable Facility was not reduced by any such borrowing base limitations at September 30, 2024.

As of September 30, 2024, there were $ 72 million outstanding borrowings under the Accounts Receivable Facility, which reduced the availability under this facility to $ 28 million.

however, availability under the Accounts Receivable Facility was not reduced by any such borrowing base limitations at March 31, 2025.

As of March 31, 2025, there was $ 30.0 million of outstanding borrowings under the Accounts Receivable Facility, which reduced the availability under this facility to $ 70.0 million.

The cost of this facility, which is the prevailing commercial paper rate plus facility fees, is considered a financing cost and is included in interest expense in the Consolidated Statements of Income.

1 unchanged sentence

The interest rates under the Credit Agreement are based on Secured Overnight Financing Rate ("SOFR").

At September 30, 2024, the Company had no outstanding borrowings under the Senior Credit Facility.

At March 31, 2025, the Company had no outstanding borrowings under the Senior Credit Facility.

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 fixed-rate unsecured senior notes ("2034 Notes") in the aggregate principal amount of € 600 million with an interest rate of 4.125 %, maturing on May 23, 2034.

Proceeds from the 2034 Notes were used for the redemption of the Company's outstanding fixed-rate unsecured senior notes ("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.

At September 30, 2024, the Company was in full compliance with all applicable covenants on its outstanding debt.

On May 23, 2024, the Company issued fixed-rate Euro senior unsecured notes ("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 fixed-rate unsecured senior notes in the aggregate principal amount of $ 350 million that were due to mature on September 1, 2024 ("2024 Notes"), as well as the repayment of other debt outstanding at the time of issuance.

At March 31, 2025, 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 certain insurance contracts and indirect taxes.

At September 30, 2024, outstanding letters of credit totaled $ 58.2 million, most with expiration dates within 12 months.

The maturities of long-term debt (including $ 8.7 million of finance leases) subsequent to September 30, 2024 are as follows:

At March 31, 2025, outstanding letters of credit totaled $ 57.2 million, most with expiration dates within 12 months.

The maturities of long-term debt (including $ 8.6 million of finance leases) subsequent to March 31, 2025 are as follows:

Thereafter 1,002.8

The table above excludes $ 20.0 million of unamortized discounts and fees that are netted against long-term debt at September 30, 2024.

The table above excludes $ 17.8 million of unamortized discounts and fees that are netted against long-term debt at March 31, 2025.

Note 11 - Supply Chain Financing

The Company offers a supplier finance program with two different financial institutions where suppliers may receive early payment from the financial institutions on invoices issued to the Company.

The Company offers a supplier finance program with 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 whereby the Company pays the financial institution per the terms of any supplier invoice paid early under the program and pays an annual fee for the supplier finance platform subscription and related support.

4 unchanged sentences

The supplier invoice terms under the program typically require payment in full within 90 days of the invoice date.

The following table is a rollforward of the outstanding obligations for the Company’s supplier finance program for the nine months ended September 30, 2024 and twelve months ended December 31, 2023:

September 30,

The following table is a rollforward of the outstanding obligations for the Company’s supplier finance program for the three months ended March 31, 2025 and twelve months ended December 31, 2024:

2025 December 31,

3 unchanged sentences

Confirmed obligations outstanding, ending balance $ 17.4 $ 16.7

The obligations outstanding at September 30, 2024 and December 31, 2023 were included in accounts payable, trade on the Consolidated Balance Sheet.

The obligations outstanding at March 31, 2025 and December 31, 2024 were included in accounts payable, trade on the Consolidated Balance Sheets.

Note 12 - Contingencies

The Company is responsible for environmental remediation at various manufacturing facilities presently or formerly operated by the Company.

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, for investigation and remediation obligations at the Ellsworth Industrial Park Site, Downers Grove, DuPage County, Illinois (the “Site”) under the Comprehensive Environmental Response, Compensation and Liability Act, known as the Superfund, or similar state laws.

Claims for investigation and remediation have been asserted against Lovejoy and at least 14 unrelated parties, which are believed to be financially solvent and are expected to fulfill their proportionate share of the obligation.

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.

1 unchanged sentence

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.

1 unchanged sentence

In addition, governmental authorities in the United States and the European Union are increasingly focused on regulating per- and polyfluoroalkyl substances (“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 $ 4.5 million and $ 4.7 million for various known environmental matters that are probable and reasonably estimable at September 30, 2024 and December 31, 2023, respectively, which includes the Lovejoy matter described above.

PFAS regulations are applicable to portions of the Company's products, and conditions may develop, arise or be discovered that create potentially significant environmental compliance or remediation liabilities at certain of its facilities.

The Company had total environmental accruals of $ 4.8 million for various known environmental matters that are probable and reasonably estimable at March 31, 2025 and December 31, 2024, which includes the Lovejoy matter described above.

These accruals were recorded based upon the best estimate of costs to be incurred considering 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.

2 unchanged sentences

Legal Matter:

On June 11, 2024, the Company's subsidiary, Timken India Limited ("TIL"), received a government order claiming damages (penalties and interest) totaling approximately $ 12.4 million.

On June 11, 2024, the Company's majority-owned subsidiary, Timken India Limited ("TIL"), received a government order claiming damages (penalties and interest) totaling approximately $ 12 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").

8 unchanged sentences

In addition to the contingencies above, the Company provides limited warranties on certain of its products.

The product warranty liability included in "Other current liabilities" on the Consolidated Balance Sheets was $ 17.1 million and $ 15.2 million at September 30, 2024 and December 31, 2023, respectively.

The balances at the end of each respective period represent the best estimates of costs for existing and future claims for products that are still under warranty.

The liability primarily relates to accruals for products sold into the automotive and wind energy sectors.

The balances as of March 31, 2025 and December 31, 2024 primarily related 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.

In addition, the Company continues to evaluate other 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 a change in our assessment may be material to the results of operations of any particular period in which such change occurs.

The following is a rollforward of the consolidated product warranty accrual for the nine months ended September 30, 2024 and twelve months ended December 31, 2023:

September 30,

The following is a rollforward of the consolidated product warranty accrual for the three months ended March 31, 2025 and twelve months ended December 31, 2024:

2025 December 31,

3 unchanged sentences

Ending balance $ 18.3 $ 18.0

The product warranty accrual at March 31, 2025 and December 31, 2024 was included in other current liabilities on the Consolidated Balance Sheets.

Note 13 - Equity

The following tables present the changes in the components of equity for the three and nine months ended September 30, 2024 and 2023, respectively:

The Timken Company Shareholders

Capital Other

Capital Retained Earnings Accumulated

Comprehensive

Loss Treasury

Balance at June 30, 2024 $ 2,950.1 $ 40.7 $ 1,255.9 $ 2,383.5 $ ( 223.5 ) $ ( 659.8 ) $ 153.3

Net income 87.6 81.8 5.8

Foreign currency translation adjustment 78.7 79.3 ( 0.6 )

Pension and other postretirement liability

adjustments (net of income tax benefit

of $ 0.6 million)

( 1.6 ) ( 1.6 )

Change in fair value of derivative financial

instruments, net of reclassifications ( 1.6 ) ( 1.6 )

Dividends declared to noncontrolling interest ( 1.1 ) ( 1.1 )

Dividends - $ 0.34 per share

( 23.8 ) ( 23.8 )

Sale of shares of Timken India Limited ( 1.2 ) ( 1.2 )

Stock-based compensation expense 5.2 5.2

Stock purchased at fair market value ( 1.7 ) ( 1.7 )

Stock option exercise activity 0.1 0.1

Balance at September 30, 2024 $ 3,090.7 $ 40.7 $ 1,260.0 $ 2,441.5 $ ( 147.4 ) $ ( 661.5 ) $ 157.4

The following tables present the changes in the components of equity for the three months ended March 31, 2025 and 2024, respectively:

The Timken Company Shareholders

14 unchanged sentences

( 25.1 ) ( 25.1 )

Dividends declared to noncontrolling interest ( 1.1 ) ( 1.1 )

Sale of shares of Timken India Limited 186.8 161.3 5.6 19.9

Noncontrolling interest acquired 1.0 1.0

Stock-based compensation expense 7.5 7.5

3 unchanged sentences

stock-based compensation ( 9.5 ) ( 9.5 )

Balance at September 30, 2024 $ 3,090.7 $ 40.7 $ 1,260.0 $ 2,441.5 $ ( 147.4 ) $ ( 661.5 ) $ 157.4

On May 28, 2024, the Company completed the sale of 5.0 million shares of TIL, generating net proceeds of $ 187 million after income taxes of $ 45 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 currently not planning any further sale transactions.

Note 14 - Equity (continued)

Balance at March 31, 2025 $ 3,089.0 $ 40.7 $ 1,277.1 $ 2,542.0 $ ( 238.9 ) $ ( 703.2 ) $ 171.3

The Timken Company Shareholders

3 unchanged sentences

Loss Treasury

Balance at June 30, 2023 $ 2,650.0 $ 40.7 $ 1,058.4 $ 2,132.2 $ ( 178.2 ) $ ( 521.8 ) $ 118.7

Balance at December 31, 2023 $ 2,702.4 $ 40.7 $ 1,076.5 $ 2,232.2 $ ( 146.9 ) $ ( 620.1 ) $ 120.0

Net income 110.6 103.5 7.1

6 unchanged sentences

instruments, net of reclassifications 1.1 1.1

Dividends declared to noncontrolling interest ( 0.6 ) ( 0.6 )

Dividends - $ 0.33 per share

1 unchanged sentence

Stock-based compensation expense 4.5 4.5

Stock purchased at fair market value ( 63.9 ) ( 63.9 )

Stock option exercise activity 2.0 2.0

1 unchanged sentence

stock-based compensation ( 8.9 ) ( 8.9 )

Balance at September 30, 2023 $ 2,597.1 $ 40.7 $ 1,068.3 $ 2,196.7 $ ( 240.9 ) $ ( 587.0 ) $ 119.3

The Timken Company Shareholders

Capital Other

Capital Retained Earnings Accumulated

Comprehensive Loss Treasury

Balance at December 31, 2022 $ 2,352.9 $ 40.7 $ 829.6 $ 1,932.1 $ ( 181.9 ) $ ( 352.2 ) $ 84.6

Net income 346.1 335.4 10.7

Foreign currency translation adjustment ( 65.3 ) ( 63.5 ) ( 1.8 )

Pension and other postretirement liability

adjustments (net of income tax benefit

of $ 1.5 million)

( 4.5 ) ( 4.5 )

Change in fair value of derivative financial

instruments, net of reclassifications 0.9 0.9

Dividends declared to noncontrolling interest ( 0.6 ) ( 0.6 )

Dividends - $ 0.97 per share

( 70.8 ) ( 70.8 )

Sale of shares of Timken India Limited 229.0 194.5 8.1 26.4

Stock-based compensation expense 22.9 22.9

Stock purchased at fair market value ( 218.4 ) ( 218.4 )

Stock option exercise activity 21.3 21.3

Payments related to tax withholding for

stock-based compensation ( 16.4 ) ( 16.4 )

Balance at September 30, 2023 $ 2,597.1 $ 40.7 $ 1,068.3 $ 2,196.7 $ ( 240.9 ) $ ( 587.0 ) $ 119.3

On June 20, 2023, the Company completed the sale of 7.6 million shares of TIL, generating net proceeds of $ 229 million after income taxes of $ 55 million and transaction costs.

The sale reduced the Company’s ownership in TIL from 67.80 percent to 57.70 percent.

Balance at March 31, 2024 $ 2,735.0 $ 40.7 $ 1,083.0 $ 2,311.2 $ ( 197.6 ) $ ( 629.0 ) $ 126.7

Note 14 - Impairment and Restructuring Charges

Impairment and restructuring charges by segment are comprised of the following:

For the three months ended September 30, 2024:

Engineered Bearings Industrial Motion Total

Impairment charges $ 0.1 $ — $ 0.1

Severance and related benefit costs 0.1 1.3 1.4

Exit costs 0.9 0.1 1.0

Total $ 1.1 $ 1.4 $ 2.5

For the nine months ended September 30, 2024:

Engineered Bearings Industrial Motion Total

Impairment charges $ 2.0 $ — $ 2.0

Severance and related benefit costs 0.9 3.8 4.7

Exit costs 1.2 0.2 1.4

Total $ 4.1 $ 4.0 $ 8.1

For the three months ended September 30, 2023:

Engineered Bearings Industrial Motion Total

Impairment charges $ 4.9 $ — $ 4.9

For the three months ended March 31, 2025:

Engineered Bearings Industrial Motion Unallocated Corporate Total

Severance and related benefit costs $ 0.6 $ 0.7 $ 9.4 $ 10.7

1 unchanged sentence

Total $ 0.6 $ 0.9 $ 9.4 $ 10.9

For the nine months ended September 30, 2023:

Engineered Bearings Industrial Motion Total

Impairment charges $ 4.9 $ 28.3 $ 33.2

For the three months ended March 31, 2024:

Engineered Bearings Industrial Motion Unallocated Corporate Total

Severance and related benefit costs $ 0.7 $ 1.3 $ — $ 2.0

3 unchanged sentences

however, it is not intended to reflect a comprehensive discussion of all amounts included in the tables above.

On March 31, 2025, Timken announced that the Company and Tarak B.

Mehta, the President and CEO of the Company, had mutually agreed that Mr.

Mehta would depart from the Company, including resigning as a member of the Company’s Board of Directors (the "Board"), effective immediately.

The Company also announced that the Board had appointed Richard G.

Kyle as the interim President and CEO of the Company, effective immediately.

Kyle serves as a member of the Board and previously acted as Advisor to the CEO of the Company from September 2024 until his retirement in February 2025 after having previously served as President and CEO of the Company from 2014 to 2024.

During the three months ended March 31, 2025, the Company recorded severance expense of $ 9.3 million, plus related taxes, for Mr.

Mehta's settlement arrangement and release of claims.

Approximately two-thirds of this amount is expected to be paid in 2025, with the remaining amounts paid in 2026 and 2027.

Engineered Bearings:

On January 16, 2023, the Company announced the closure of its bearing plant in Gaffney, South Carolina.

The Company has transferred its remaining operations to other bearing manufacturing facilities.

The facility ceased operations at the end of the fourth quarter of 2023, which affected approximately 225 employees.

During the nine months ended September 30, 2024, the Company recorded exit costs of $ 1.2 million, related to this closure.

During the three and nine months ended September 30, 2023, the Company recorded severance and related benefits of $ 1.4 million and $ 3.1 million, respectively, related to this closure.

The Company has incurred cumulative pretax costs related to this closure of $ 16.2 million as of September 30, 2024, including rationalization costs recorded in cost of products sold.

During the nine months ended September 30, 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.

On February 20, 2025, the Company announced the closure of its bearing manufacturing plant in Hiddenite, North Carolina.

This plant was part of the American Roller Bearing Company acquisition completed on January 31, 2023.

The Company will transfer its operations to other bearing manufacturing facilities in the United States.

The closure of this facility is expected to be completed during the first half of 2026 and is expected to affect approximately 60 employees.

The Company expects to incur approximately $ 5 million to $ 7 million of pretax costs in total related to this closure.

During the three months ended March 31, 2025, the Company recorded severance and related benefits of $ 0.5 million related to this closure.

The Company has incurred cumulative pretax costs related to this closure of $ 1.9 million as of March 31, 2025, including rationalization costs recorded in cost of products sold.

Note 14 - Impairment and Restructuring Charges (continued)

As a result of Russia's invasion of Ukraine (and associated international sanctions), the Company suspended its operations in Russia in 2022.

During the three months ended September 30, 2023, the Company recorded impairment charges of $ 3.9 million related to certain assets of its joint venture in Russia.

During the three months ended September 30, 2023, the Company classified TWB as assets held for sale and recorded impairment charges of $ 1.0 million.

The Company completed the sale of TWB on October 16, 2023.

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 $ 10 million to $ 12 million of pretax costs in total related to this closure.

During the three and nine months ended September 30, 2024, the Company recorded severance and related benefits of $ 0.6 million and $ 2.1 million, respectively, related to this closure.

The Company has incurred cumulative pretax costs related to this closure of $ 5.5 million as of September 30, 2024, including rationalization costs recorded in cost of products sold.

Effective January 1, 2023, the Company began operating under two new reportable segments, Engineered Bearings and Industrial Motion.

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 six months ended September 30, 2023.

In addition, during the three and nine months ended September 30, 2023, the Company recorded severance and related benefits of $ 0.8 million and $ 1.1 million, respectively, related to one of its automatic lubrication systems facilities in Europe.

The closure of this facility is expected to be completed during the second half of 2025 and is expected to affect approximately 60 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 three months ended March 31, 2025 and 2024, the Company recorded severance and related benefit costs of $ 0.4 million and $ 0.8 million, respectively, related to these actions.

The Company has incurred cumulative pretax costs related to these actions of $ 7.6 million as of March 31, 2025, including rationalization costs recorded in cost of products sold.

Consolidated Restructuring Accrual:

The following is a rollforward of the consolidated restructuring accrual for the nine months ended September 30, 2024 and twelve months ended December 31, 2023:

September 30,

The following is a rollforward of the consolidated restructuring accrual for the three months ended March 31, 2025 and twelve months ended December 31, 2024:

2025 December 31,

3 unchanged sentences

Ending balance $ 12.7 $ 3.7

The restructuring accrual at September 30, 2024 and December 31, 2023 was included in other current liabilities on the Consolidated Balance Sheets.

On the Consolidated Balance Sheet, $ 10.7 million of the restructuring accrual at March 31, 2025 was included in other current liabilities, with the remaining $ 2.0 million included in other non-current liabilities.

The restructuring accrual at December 31, 2024 was included in other current liabilities on the Consolidated Balance Sheet .

Note 15 - Retirement Benefit Plans

The following table sets forth the net periodic benefit cost for the Company’s defined benefit pension plans.

The amounts for the three and nine months ended September 30, 2024 are based on calculations prepared by the Company's actuaries and represent the Company’s best estimate of that period’s proportionate share of the amounts to be recorded for the year ending December 31, 2024.

The amounts for the three months ended March 31, 2025 are based on calculations prepared by the Company's actuaries and represent the Company’s best estimate of that period’s proportionate share of the amounts to be recorded for the year ending December 31, 2025.

Plans International Plans Total

Three Months Ended

September 30, Three Months Ended

September 30,

2024 2023 2024 2023 2024 2023

Components of net periodic benefit cost (credit):

Service cost $ 0.1 $ 0.2 $ 0.5 $ 0.3 $ 0.6 $ 0.5

Interest cost 4.3 4.4 2.6 2.4 6.9 6.8

Expected return on plan assets ( 1.9 ) ( 2.1 ) ( 2.4 ) ( 2.5 ) ( 4.3 ) ( 4.6 )

Amortization of prior service cost — 0.1 — — — 0.1

Recognition of net actuarial losses — 0.2 — — — 0.2

Net periodic benefit cost (credit) $ 2.5 $ 2.8 $ 0.7 $ 0.2 $ 3.2 $ 3.0

Plans International Plans Total

Nine Months Ended

September 30, Nine Months Ended

September 30,

March 31, Three Months Ended

2025 2024 2025 2024 2025 2024

4 unchanged sentences

Amortization of prior service cost — — 0.1 0.1 0.1 0.1

Recognition of net actuarial gains — ( 1.7 ) — — — ( 1.7 )

Net periodic benefit cost (credit) $ 7.7 $ 6.2 $ 2.0 $ 1.1 $ 9.7 $ 7.3

For the three and nine months ended September 30, 2023, lump sum payments related to new retirees exceeded annual service and interest costs for one of the Company's U.S.

defined benefit pension plans, triggering a remeasurement of assets and obligations for this plan.

As a result of this remeasurement, the Company recognized a net actuarial ("mark-to-market") loss of $ 0.2 million and a gain of $ 1.7 million during the three and nine months ended September 30, 2023 , respectively.

Net periodic benefit cost $ 2.4 $ 2.5 $ 1.0 $ 0.7 $ 3.4 $ 3.2

Note 16 - Other Postretirement Benefit Plans

The following table sets forth the net periodic benefit cost for the Company’s other postretirement benefit plans.

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net periodic benefit credit:

Service cost $ 0.1 $ 0.1 $ 0.1 $ 0.1

Interest cost 0.5 0.5

2 unchanged sentences

Note 17 - Accumulated Other Comprehensive Income (Loss)

The following tables present details about components of accumulated other comprehensive (loss) income for the three and nine months ended September 30, 2024 and 2023, respectively:

The following tables present details about components of accumulated other comprehensive (loss) income for the three months ended March 31, 2025 and 2024, respectively:

Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total

Balance at June 30, 2024 $ ( 267.7 ) $ 41.7 $ 2.5 $ ( 223.5 )

Balance at December 31, 2024 $ ( 344.6 ) $ 38.7 $ 4.2 $ ( 301.7 )

Other comprehensive income (loss) before

10 unchanged sentences

interest 66.5 ( 1.6 ) ( 2.1 ) 62.8

Balance at September 30, 2024 $ ( 188.4 ) $ 40.1 $ 0.9 $ ( 147.4 )

Balance at March 31, 2025 $ ( 278.1 ) $ 37.1 $ 2.1 $ ( 238.9 )

Foreign currency translation adjustments Pension and other 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 )

Sale of shares of Timken India Limited 5.6 — — 5.6

Other comprehensive (loss) income before

1 unchanged sentence

Amounts reclassified from accumulated other

comprehensive loss before income taxes — ( 6.0 ) ( 2.2 ) ( 8.2 )

Income tax benefit — 1.5 0.3 1.8

Net current period other comprehensive loss,

net of income taxes ( 1.3 ) ( 4.6 ) ( 1.3 ) ( 7.2 )

Noncontrolling interest 1.1 — — 1.1

Net current period other comprehensive income

(loss), net of income taxes, noncontrolling

interest and sale of shares of Timken India

Limited 5.4 ( 4.6 ) ( 1.3 ) ( 0.5 )

Balance at September 30, 2024 $ ( 188.4 ) $ 40.1 $ 0.9 $ ( 147.4 )

Foreign currency translation adjustments at September 30, 2024 included cumulative losses of $ 15.3 million related to net investment hedges.

Refer to Note 20 - Derivative Instruments and Hedging Activities for additional information on the net investment hedges.

Note 18 - Accumulated Other Comprehensive Income (Loss) (continued)

Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total

Balance at June 30, 2023 $ ( 227.8 ) $ 47.7 $ 1.9 $ ( 178.2 )

Other comprehensive loss (income) before

reclassifications and income taxes ( 65.1 ) — 2.1 ( 63.0 )

Amounts reclassified from accumulated other

comprehensive (loss) income before income

7 unchanged sentences

interest ( 50.3 ) ( 1.5 ) 1.1 ( 50.7 )

Balance at September 30, 2023 $ ( 291.1 ) $ 46.3 $ 3.9 $ ( 240.9 )

Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total

Balance at December 31, 2022 $ ( 235.7 ) $ 50.8 $ 3.0 $ ( 181.9 )

Sale of shares of Timken India Limited 8.1 — — 8.1

Other comprehensive loss (income) before

reclassifications and income taxes ( 65.3 ) ( 0.1 ) 0.4 ( 65.0 )

Amounts reclassified from accumulated other

comprehensive (loss) income before income

taxes — ( 5.9 ) 0.9 ( 5.0 )

Income tax benefit (expense) — 1.5 ( 0.4 ) 1.1

Net current period other comprehensive (loss)

income, net of income taxes ( 65.3 ) ( 4.5 ) 0.9 ( 68.9 )

Noncontrolling interest 1.8 — — 1.8

Net current period other comprehensive (loss)

income, net of income taxes, noncontrolling

interest and sale of shares of Timken India

Limited ( 55.4 ) ( 4.5 ) 0.9 ( 59.0 )

Balance at September 30, 2023 $ ( 291.1 ) $ 46.3 $ 3.9 $ ( 240.9 )

Balance at March 31, 2024 $ ( 244.1 ) $ 43.2 $ 3.3 $ ( 197.6 )

Foreign currency translation adjustments at March 31, 2025 and December 31, 2024 included cumulative gains of $ 4.1 million and $ 27.1 million, respectively, net of deferred taxes, related to net investment hedges.

Refer to Note 19 - Derivative Instruments and Hedging Activities for additional information on the net investment hedges.

Other comprehensive (loss) income before reclassifications and income taxes includes the effect of foreign currency.

5 unchanged sentences

Level 3 – Unobservable inputs for the asset or liability.

The following tables present the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023:

September 30, 2024

The following tables present the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024:

March 31, 2025

Total Level 1 Level 2 Level 3

23 unchanged sentences

In addition, the Company remeasures certain assets at fair value, using Level 3 inputs, as a result of the occurrence of triggering events such as purchase accounting for acquisitions or goodwill impairment.

During the nine months ended September 30, 2024, certain engineering-related assets used in the business, with a carrying value of $ 2.0 million, were written down to their fair value of zero , resulting in an impairment charge of $ 2.0 million.

The fair value for these assets was determined based on an estimate of the best price that would be received in a current transaction to sell the assets to a third party less the cost to sell the assets.

No other material assets were measured at fair value on a nonrecurring basis during the nine months ended September 30, 2024 and 2023.

No material assets were measured at fair value on a nonrecurring basis during the three months ended March 31, 2025 and 2024.

Financial Instruments:

2 unchanged sentences

Due to the nature of fair value calculations for variable-rate debt, the carrying value of the Company's long-term variable-rate debt is a reasonable estimate of its fair value.

The fair value of the Company’s long-term fixed-rate debt, based on Level 2 inputs (quoted market prices), was $ 1,737.4 million and $ 1,387.7 million at September 30, 2024 and December 31, 2023, respectively.

The carrying value of this debt was $ 1,734.4 million and $ 1,424.3 million at September 30, 2024 and December 31, 2023, respectively.

The fair value of the Company’s long-term fixed-rate debt, based on Level 2 inputs (quoted market prices), was $ 1,692.4 million and $ 1,659.2 million at March 31, 2025 and December 31, 2024, respectively.

The carrying value of this debt was $ 1,711.4 million and $ 1,675.6 million at March 31, 2025 and December 31, 2024, respectively.

The difference between fair value and carrying value primarily reflects the net impact of changes in prevailing interest rates and credit spreads since the fixed-rate debt was issued.

7 unchanged sentences

On May 23, 2024, the Company designated its 2034 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 change in the exchange rate between the U.S.

The objective of the hedge transaction is to protect the net investment in the foreign operations against changes in the exchange rate between the U.S.

dollar and the Euro.

The net impact for the three and nine months ended September 30, 2024 was a loss of $ 25.3 million and $ 19.2 million to accumulated comprehensive (loss) income, respectively.

The net impact for the three months ended March 31, 2025 was a loss of $ 27.7 million recorded to accumulated other 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, as a hedge against its net investment in one of its European subsidiaries.

1 unchanged sentence

dollar and the Euro.

The net impact for the three and nine months ended September 30, 2024 was a loss of $ 2.3 million and $ 0.5 million to accumulated comprehensive (loss) income, respectively.

The net impact for the three months ended March 31, 2025 was a loss of $ 2.5 million recorded to accumulated other comprehensive (loss) income.

The Company does not purchase or hold any derivative financial instruments for trading purposes.

As of September 30, 2024 and December 31, 2023, the Company had $ 734.3 million and $ 591.8 million, respectively, of outstanding foreign currency forward contracts at notional value.

As of March 31, 2025 and December 31, 2024, the Company had $ 422.6 million and $ 471.6 million, respectively, of outstanding foreign currency forward contracts at notional value.

Refer to Note 18 - Fair Value for the fair value disclosure of derivative financial instruments.

5 unchanged sentences

Conversely, when the dollar weakens, the increase in the present value of future foreign currency cash flows is offset by losses in the fair value of the forward contracts.

As of September 30, 2024 and December 31, 2023, the Company had $ 69.1 million and $ 73.8 million, respectively, of outstanding foreign currency forward contracts at notional value that were classified as cash flow hedges.

As of March 31, 2025 and December 31, 2024, the Company had $ 66.2 million and $ 63.0 million, respectively, of outstanding foreign currency forward contracts at notional value that were classified as cash flow hedges.

The maximum length of time over which the Company hedges its exposure to the variability in future cash flows for forecast transactions is generally eighteen months or less.

5 unchanged sentences

The revaluation of these contracts, as well as the revaluation of the underlying balance sheet items, is recorded directly to the income statement so the adjustment generally offsets the revaluation of the underlying balance sheet items to protect cash payments and reduce income statement volatility.

As of September 30, 2024 and December 31, 2023, the Company had $ 665.2 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 three and nine months ended September 30, 2024 and 2023, respectively, and the related location within the Consolidated Statements of Income:

Amount of gain or (loss) recognized in income Amount of gain or (loss) recognized in income

As of March 31, 2025 and December 31, 2024, the Company had $ 356.4 million and $ 408.6 million, respectively, of outstanding foreign currency forward contracts at notional value that were not designated as hedging instruments.

The following table presents the impact of derivative instruments not designated as hedging instruments for the three months ended March 31, 2025 and 2024, respectively, and the related location within the Consolidated Statements of Income:

Amount of gain or (loss) recognized in income

Three Months Ended

September 30, Nine Months Ended September 30, 2024

Derivatives not designated as hedging instruments:

Location of gain or (loss) recognized in income 2025 2024

Foreign currency forward contracts Other expense (income), net $ 2.6 $ 0.3 $ ( 7.4 ) $ ( 16.2 )

Foreign currency forward contracts Other expense, net $ ( 1.1 ) $ ( 6.1 )

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

What changed 10-Q

Item 1. Financial Statements