What changed in this filing

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Item 1. Financial Statements

2025-07-30 compared with 2025-04-30 · 322 added, 139 removed, 573 unchanged (45% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(Dollars in millions, except per share data)

8 unchanged sentences

Non-service pension and other postretirement expense ( 1.2 ) ( 1.0 ) ( 2.4 ) ( 2.0 )

Other expense, net ( 0.3 ) ( 0.9 )

Other (expense) income, net ( 3.4 ) 1.2 ( 3.7 ) 0.3

Income Before Income Taxes 116.4 137.9 234.7 291.2

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(Dollars in millions)

10 unchanged sentences

Consolidated Balance Sheets

(Dollars in millions) March 31,

(Dollars in millions) June 30,

2025 December 31,

52 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(Dollars in millions)

4 unchanged sentences

Depreciation and amortization 112.3 109.5

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

Impairment charges — 1.9

Gain on sale of assets ( 0.9 ) ( 1.1 )

Deferred income tax benefit ( 0.7 ) ( 5.2 )

26 unchanged sentences

Payments on long-term debt ( 53.3 ) ( 1,221.3 )

Deferred financing costs — ( 5.5 )

Short-term debt activity, net 26.9 ( 213.1 )

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

Other — ( 1.2 )

Net Cash Used in Financing Activities ( 84.9 ) ( 52.0 )

19 unchanged sentences

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.

In addition, a public entity should include certain amounts that are already required to be disclosed under current U.S.

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.

8 unchanged sentences

For public entities, the new guidance is effective for annual 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 - Revenue

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

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 88.2 21.2 109.4 94.7 24.6 119.3

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

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 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/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 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:

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 $ 154 million at March 31, 2025.

Unbilled Receivables:

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,

Beginning balance, January 1 $ 140.8 $ 144.5

Additional unbilled revenue recognized 89.0 380.5

amounts billed to customers ( 70.8 ) ( 384.2 )

Ending balance $ 159.0 $ 140.8

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 three months ended March 31, 2025 and the twelve months ended December 31, 2024:

2025 December 31,

Beginning balance, January 1 $ 41.4 $ 45.4

Acquisitions — 0.7

Revenue received or billed in advance of recognition 34.4 153.0

revenue recognized ( 43.1 ) ( 157.7 )

Ending balance $ 32.7 $ 41.4

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

Note 3 - Segment Information

2 unchanged sentences

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 primary measurement used by the CODM to measure the financial performance of each segment is adjusted earnings before interest, taxes, depreciation and amortization ("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:

The following tables provide segment financial information and a reconciliation of segment results to consolidated results:

For the three months ended June 30, 2025:

Engineered Bearings Industrial Motion Total

9 unchanged sentences

Impairment, restructuring and reorganization charges ( 4.7 )

Gain on sale of certain assets 1.2

CEO succession expenses ( 8.6 )

Gain on the sale of certain assets 0.1

CEO transition expenses ( 3.2 )

Depreciation and amortization ( 57.2 )

2 unchanged sentences

Income before income taxes $ 116.4

For the three months ended March 31, 2024:

For the six months ended June 30, 2025:

Engineered Bearings Industrial Motion Total

9 unchanged sentences

Impairment, restructuring and reorganization charges ( 7.8 )

Gain on the sale of certain assets 1.3

CEO transition expenses ( 11.8 )

Depreciation and amortization ( 112.3 )

Interest expense ( 56.3 )

Interest income 5.3

Income before income taxes $ 234.7

Note 3 - Segment Information (continued)

For the three months ended June 30, 2024:

Engineered Bearings Industrial Motion Total

Net sales $ 783.4 $ 398.9 $ 1,182.3

Cost of products sold (1)

( 538.0 ) ( 266.0 )

Selling, general and administrative expenses (2)

( 105.5 ) ( 64.1 )

Other segment items (3)

Depreciation and amortization (4)

Adjusted EBITDA for reportable segments $ 166.2 $ 79.7 $ 245.9

Unallocated corporate expense ( 15.7 )

Impairment, restructuring and reorganization charges ( 4.7 )

Acquisition-related charges ( 3.0 )

Gain on sale of certain assets 0.7

Gain on the sale of certain assets 0.2

CEO transition expenses ( 1.1 )

Depreciation and amortization ( 54.2 )

2 unchanged sentences

Income before income taxes $ 137.9

For the six months ended June 30, 2024:

Engineered Bearings Industrial Motion Total

Net sales $ 1,585.9 $ 786.7 $ 2,372.6

Cost of products sold (1)

( 1,078.8 ) ( 511.5 )

Selling, general and administrative expenses (2)

( 211.4 ) ( 135.0 )

Other segment items (3)

Depreciation and amortization (4)

Adjusted EBITDA for reportable segments $ 347.6 $ 161.8 $ 509.4

Unallocated corporate expense ( 32.8 )

Impairment, restructuring and reorganization charges ( 9.0 )

Acquisition-related charges ( 7.7 )

Gain on the sale of certain assets 0.9

CEO transition expenses ( 1.2 )

Depreciation and amortization ( 109.5 )

Interest expense ( 66.8 )

Interest income 7.9

Income before income taxes $ 291.2

(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.

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

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

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

7 unchanged sentences

$ 6,813.9 $ 6,411.0

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

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

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Capital expenditures:

8 unchanged sentences

$ 57.2 $ 54.2 $ 112.3 $ 109.5

Note 4 - Revenue

The following table presents details deemed relevant to the users of the financial statements about total revenue for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Three Months Ended

June 30, 2025 June 30, 2024

Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total

United States $ 319.7 $ 211.8 $ 531.5 $ 335.9 $ 203.5 $ 539.4

Americas excluding the

United States 98.3 22.0 120.3 96.3 26.5 122.8

Europe / Middle East / Africa 148.6 136.3 284.9 151.0 135.2 286.2

Asia-Pacific 210.8 25.9 236.7 200.2 33.7 233.9

Net sales $ 777.4 $ 396.0 $ 1,173.4 $ 783.4 $ 398.9 $ 1,182.3

Six Months Ended Six Months Ended

June 30, 2025 June 30, 2024

Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total

United States $ 631.2 $ 414.1 $ 1,045.3 $ 671.0 $ 396.2 $ 1,067.2

Americas excluding the

United States 186.5 43.2 229.7 191.0 51.1 242.1

Europe / Middle East / Africa 288.2 266.0 554.2 320.5 277.8 598.3

Asia-Pacific 432.2 52.3 484.5 403.4 61.6 465.0

Net sales $ 1,538.1 $ 775.6 $ 2,313.7 $ 1,585.9 $ 786.7 $ 2,372.6

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 six months ended June 30, 2025 and 2024:

Six Months Ended Six Months Ended

Revenue by sales channel June 30, 2025 June 30, 2024

Original equipment manufacturers 60 % 60 %

Distribution/direct to end users 40 % 40 %

During the six months ended June 30, 2025 and June 30, 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 six months ended June 30, 2025 and June 30, 2024, respectively.

Note 4 - 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 $ 234 million at June 30, 2025.

Unbilled Receivables:

The following table contains a rollforward of unbilled receivables for the six months ended June 30, 2025 and the twelve months ended December 31, 2024:

2025 December 31,

Beginning balance, January 1 $ 140.8 $ 144.5

Additional unbilled revenue recognized 180.6 380.5

amounts billed to customers ( 168.2 ) ( 384.2 )

Ending balance $ 153.2 $ 140.8

There were no impairment losses recorded on unbilled receivables for the six months ended June 30, 2025 and the twelve months ended December 31, 2024.

Deferred Revenue:

The following table contains a rollforward of deferred revenue for the six months ended June 30, 2025 and the twelve months ended December 31, 2024:

2025 December 31,

Beginning balance, January 1 $ 41.4 $ 45.4

Acquisitions — 0.7

Revenue received or billed in advance of recognition 80.6 153.0

revenue recognized ( 76.3 ) ( 157.7 )

Ending balance $ 45.7 $ 41.4

Note 5 - Income Taxes

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Provision for income taxes $ 30.7 $ 35.9 $ 57.6 $ 78.6

Effective tax rate 26.4 % 26.0 % 24.5 % 27.0 %

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.

Income tax expense for the three and six months ended June 30, 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 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.

The effective tax rate of 26.4 % for the three months ended June 30, 2025 was higher than the effective tax rate for the three months ended June 30, 2024 primarily due an increase in the mix of earnings in non-U.S.

jurisdictions with relatively higher tax rates.

The effective tax rate of 24.5 % for the six months ended June 30, 2025 was lower than the effective tax rate for the six months ended June 30, 2024 primarily due to the net favorable impact of discrete items in comparison to 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 statues of limitations in jurisdictions outside the United States.

This was partially offset by an increase in the mix of earnings in non-U.S.

jurisdictions with relatively higher tax rates.

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 months ended March 31, 2025 and 2024:

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 six months ended June 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net income attributable to The Timken Company $ 78.5 $ 96.2 $ 156.8 $ 199.7

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 months ended March 31, 2025 and 2024.

There were no antidilutive stock options outstanding during the three and six months ended June 30, 2025 and 2024.

In addition, there were 91,425 and 70,595 antidilutive stock awards, including performance-based restricted stock units and restricted stock units, outstanding during the three and six months ended June 30, 2025, respectively.

Note 7 - Inventories

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

The components of inventories at June 30, 2025 and December 31, 2024 were as follows:

2025 December 31,

11 unchanged sentences

inventories are valued on the FIFO method.

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

The LIFO reserve as of June 30, 2025 and December 31, 2024 was $ 269.6 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.

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

The changes in the carrying amount of goodwill for the six months ended June 30, 2025 were as follows:

Engineered Bearings Industrial Motion Total

2 unchanged sentences

Ending balance $ 705.3 $ 782.7 $ 1,488.0

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

The following table displays intangible assets as of June 30, 2025 and December 31, 2024:

Balance at June 30, 2025 Balance at December 31, 2024

Amount Accumulated

15 unchanged sentences

Total intangible assets $ 1,792.9 $ ( 749.5 ) $ 1,043.4 $ 1,692.6 $ ( 686.1 ) $ 1,006.5

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 was $ 42.9 million and $ 42.6 million for the six months ended June 30, 2025 and 2024, respectively.

Amortization expense for intangible assets is projected to be approximately $ 88 million in 2025;

4 unchanged sentences

Note 9 - Other Current Liabilities

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

The following table displays other current liabilities as of June 30, 2025 and December 31, 2024:

2025 December 31,

Sales rebates $ 57.4 $ 69.2

Interest 37.2 25.3

Deferred revenue 45.7 41.4

1 unchanged sentence

Taxes other than income and payroll taxes 21.8 25.8

Product warranty 18.3 18.0

Freight and duties 20.1 14.3

Product warranty 17.4 18.0

Unprocessed invoices 15.0 15.1

Professional fees 13.3 11.5

Restructuring 10.7 3.7

Interest 13.0 25.3

Current derivative liability 9.1 10.4

Restructuring 6.9 3.7

Other 62.9 52.5

1 unchanged sentence

Note 10 - Financing Arrangements

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

Short-term debt at June 30, 2025 and December 31, 2024 was as follows:

2025 December 31,

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

Borrowings under lines of credit for certain of the Company’s foreign subsidiaries with various banks with interest rates ranging from 2.58 % to 3.03 % at June 30, 2025 and 3.36 % to 3.95 % at December 31, 2024

Short-term debt $ 39.3 $ 8.7

1 unchanged sentence

Most of these lines of credit are uncommitted.

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:

At June 30, 2025, the Company’s foreign subsidiaries had borrowings outstanding of $ 39.3 million and bank guarantees of $ 0.2 million.

Long-term debt at June 30, 2025 and December 31, 2024 was as follows:

2025 December 31,

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 %

$ 176.8 $ 155.3

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

of 5.55 % at June 30, 2025 and 5.58 % at December 31, 2024

Fixed-rate Medium-Term Notes, Series A (1) , maturing at various dates through

17 unchanged sentences

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 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.

however, availability under the Accounts Receivable Facility was not reduced by any such borrowing base limitations at June 30, 2025.

As of June 30, 2025, 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.

1 unchanged sentence

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

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

At June 30, 2025, the Company had no outstanding borrowings under the Senior Credit Facility.

The Credit Agreement has two financial covenants:

2 unchanged sentences

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.

At June 30, 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 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:

At June 30, 2025, outstanding letters of credit totaled $ 60.0 million, most with expiration dates within 12 months.

The maturities of long-term debt (including $ 8.2 million of finance leases) subsequent to June 30, 2025 are as follows:

Thereafter 1,061.0

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

The table above excludes $ 16.7 million of unamortized discounts and fees that are netted against long-term debt at June 30, 2025.

Note 11 - Supply Chain Financing

6 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 three months ended March 31, 2025 and twelve months ended December 31, 2024:

The following table is a rollforward of the outstanding obligations for the Company’s supplier finance program for the six months ended June 30, 2025 and twelve months ended December 31, 2024:

2025 December 31,

3 unchanged sentences

Confirmed obligations outstanding, ending balance $ 16.6 $ 16.7

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

The obligations outstanding at June 30, 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.

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.

In addition, as described further below, 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 location.

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.

4 unchanged sentences

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.

Lovejoy’s allocated share of 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 per- and polyfluoroalkyl substances (“PFAS”).

In addition, governmental authorities in the United States and the European Union, among others, 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 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.

The Company had total environmental accruals of $ 4.7 million for various known environmental matters that are probable and reasonably estimable at June 30, 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.

14 unchanged sentences

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 balances as of March 31, 2025 and December 31, 2024 primarily related to accruals for products sold into the automotive and wind energy sectors.

The balances as of June 30, 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.

2 unchanged sentences

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 three months ended March 31, 2025 and twelve months ended December 31, 2024:

The following is a rollforward of the consolidated product warranty accrual for the six months ended June 30, 2025 and twelve months ended December 31, 2024:

2025 December 31,

3 unchanged sentences

Ending balance $ 17.4 $ 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.

The product warranty accrual at June 30, 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 months ended March 31, 2025 and 2024, respectively:

The following tables present the changes in the components of equity for the three and six months ended June 30, 2025 and 2024, respectively:

The Timken Company Shareholders

3 unchanged sentences

Loss Treasury

Balance at December 31, 2024 $ 2,984.1 $ 40.7 $ 1,269.3 $ 2,488.8 $ ( 301.7 ) $ ( 670.6 ) $ 157.6

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

Net income 85.7 78.5 7.2

13 unchanged sentences

stock-based compensation ( 0.3 ) ( 0.3 )

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

Balance at June 30, 2025 $ 3,272.8 $ 40.7 $ 1,284.2 $ 2,596.1 $ ( 100.2 ) $ ( 726.1 ) $ 178.1

The Timken Company Shareholders

7 unchanged sentences

Pension and other postretirement liability

adjustments (net of income tax benefit of

$ 0.5 million)

adjustments (net of income tax benefit

of $ 1.0 million)

( 3.3 ) ( 3.3 )

4 unchanged sentences

Stock-based compensation expense 14.4 14.4

Stock purchased at fair market value ( 45.7 ) ( 45.7 )

Stock option exercise activity 0.5 0.5

1 unchanged sentence

stock-based compensation ( 9.8 ) ( 9.8 )

Balance at June 30, 2025 $ 3,272.8 $ 40.7 $ 1,284.2 $ 2,596.1 $ ( 100.2 ) $ ( 726.1 ) $ 178.1

Note 13 - Equity (continued)

The Timken Company Shareholders

Capital Other

Capital Retained Earnings Accumulated

Comprehensive

(Loss) Treasury

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

Net income 102.0 96.2 5.8

Foreign currency translation adjustment ( 29.3 ) ( 29.2 ) ( 0.1 )

Pension and other postretirement liability

adjustments (net of income tax benefit

of $ 0.4 million)

( 1.5 ) ( 1.5 )

Change in fair value of derivative financial

instruments, net of reclassifications ( 0.8 ) ( 0.8 )

Sale of shares of Timken India Limited 188.0 162.5 5.6 19.9

Noncontrolling interest acquired 1.0 1.0

Dividends - $ 0.34 per share

( 23.9 ) ( 23.9 )

Stock-based compensation expense 7.0 7.0

Stock purchased at fair market value ( 29.7 ) ( 29.7 )

Stock option exercise activity 3.4 3.4

Payments related to tax withholding for

stock-based compensation ( 1.1 ) ( 1.1 )

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

The Timken Company Shareholders

Capital Other

Capital Retained Earnings Accumulated

Comprehensive Loss Treasury

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

Net income 212.6 199.7 12.9

Foreign currency translation adjustment ( 80.0 ) ( 79.5 ) ( 0.5 )

Pension and other postretirement liability

adjustments (net of income tax benefit

of $ 0.9 million)

( 3.0 ) ( 3.0 )

Change in fair value of derivative financial

instruments, net of reclassifications 0.3 0.3

Dividends - $ 0.67 per share

( 48.4 ) ( 48.4 )

Sale of shares of Timken India Limited 188.0 162.5 5.6 19.9

Noncontrolling interest acquired 1.0 1.0

Stock-based compensation expense 11.5 11.5

Stock purchased at fair market value ( 29.7 ) ( 29.7 )

Stock option exercise activity 5.4 5.4 —

Payments related to tax withholding for

stock-based compensation ( 10.0 ) ( 10.0 )

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

On May 28, 2024, the Company completed the sale of 5.0 million shares of TIL, generating net proceeds of $ 188 million after income taxes of $ 44 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 planning on any further sale transactions.

Note 14 - Impairment and Restructuring Charges

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

For the three months ended March 31, 2025:

For the three months ended June 30, 2025:

Engineered Bearings Industrial Motion Unallocated Corporate Total

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Total $ 0.9 $ 2.0 $ — $ 2.9

For the three months ended March 31, 2024:

For the six months ended June 30, 2025:

Engineered Bearings Industrial Motion Unallocated Corporate Total

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Total $ 1.5 $ 2.9 $ 9.4 $ 13.8

For the three months ended June 30, 2024:

Engineered Bearings Industrial Motion Unallocated Corporate Total

Impairment charges $ 1.9 $ — $ — $ 1.9

Severance and related benefit costs 0.2 1.2 — 1.4

Total $ 2.1 $ 1.2 $ — $ 3.3

For the six months ended June 30, 2024:

Engineered Bearings Industrial Motion Unallocated Corporate Total

Impairment charges $ 1.9 $ — $ — $ 1.9

Severance and related benefit costs 0.8 2.5 — 3.3

Exit costs 0.3 0.1 — 0.4

Total $ 3.0 $ 2.6 $ — $ 5.6

The following discussion explains the more significant impairment and restructuring charges recorded for the periods presented;

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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, the President and CEO, 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.

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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.

Kyle currently serves as a member of the Board, and he 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.

Mehta's settlement arrangement and release of claims in connection with his termination without cause.

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

Note 14 - Impairment and Restructuring Charges (continued)

Engineered Bearings:

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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)

During the three and six months ended June 30, 2025, the Company recorded severance and related benefits of $ 0.4 million and $ 0.9 million, respectively, related to this closure.

The Company has incurred cumulative pretax costs related to this closure of $ 3.6 million as of June 30, 2025, including rationalization costs recorded in cost of products sold.

During the three months ended June 30, 2024, the Company recorded impairment charges of $ 1.9 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 $ 0.2 million.

Industrial Motion:

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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.

During the three and six months ended June 30, 2025, the Company recorded severance and related benefit costs of $ 0.3 million and $ 0.7 million, respectively, related to these actions.

During the three and six months ended June 30, 2024, the Company recorded severance and related benefits of $ 0.7 million and $ 1.5 million, respectively, related to these actions.

The Company has incurred cumulative pretax costs related to these actions of $ 8.3 million as of June 30, 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 three months ended March 31, 2025 and twelve months ended December 31, 2024:

The following is a rollforward of the consolidated restructuring accrual for the six months ended June 30, 2025 and twelve months ended December 31, 2024:

2025 December 31,

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Ending balance $ 8.9 $ 3.7

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.

On the Consolidated Balance Sheet, $ 6.9 million of the restructuring accrual at June 30, 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 .

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

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.

The amounts for the three and six months ended June 30, 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

March 31, Three Months Ended

June 30, Three Months Ended

2025 2024 2025 2024 2025 2024

Components of net periodic benefit cost (credit):

Components of net periodic benefit

Service cost $ 0.1 $ 0.3 $ 0.6 $ 0.4 $ 0.7 $ 0.7

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Net periodic benefit cost $ 2.5 $ 2.7 $ 1.0 $ 0.6 $ 3.5 $ 3.3

Plans International Plans Total

Six Months Ended

June 30, Six Months Ended

2025 2024 2025 2024 2025 2024

Components of net periodic benefit

Service cost $ 0.3 $ 0.4 $ 1.0 $ 0.9 $ 1.3 $ 1.3

Interest cost 8.7 8.5 5.5 5.1 14.2 13.6

Expected return on plan assets ( 4.1 ) ( 3.8 ) ( 4.6 ) ( 4.8 ) ( 8.7 ) ( 8.6 )

Amortization of prior service cost — 0.1 0.1 0.1 0.1 0.2

Net periodic benefit cost $ 4.9 $ 5.2 $ 2.0 $ 1.3 $ 6.9 $ 6.5

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

June 30, Six Months Ended

2025 2024 2025 2024

Net periodic benefit credit:

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Note 17 - Accumulated Other Comprehensive Income (Loss)

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

The following tables present details about components of accumulated other comprehensive (loss) income for the three and six months ended June 30, 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 December 31, 2024 $ ( 344.6 ) $ 38.7 $ 4.2 $ ( 301.7 )

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

Other comprehensive income (loss) before

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interest 144.0 ( 1.7 ) ( 3.6 ) 138.7

Balance at June 30, 2025 $ ( 134.1 ) $ 35.4 $ ( 1.5 ) $ ( 100.2 )

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

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

Other comprehensive loss (income) before

reclassifications and income taxes 188.1 ( 0.3 ) ( 6.1 ) 181.7

Amounts reclassified from accumulated other

comprehensive loss before income taxes — ( 4.0 ) ( 1.9 ) ( 5.9 )

Income tax benefit 22.6 1.0 2.3 25.9

Net current period other comprehensive loss,

net of income taxes 210.7 ( 3.3 ) ( 5.7 ) 201.7

Noncontrolling interest ( 0.2 ) — — ( 0.2 )

Net current period other comprehensive income

(loss), net of income taxes, noncontrolling

interest 210.5 ( 3.3 ) ( 5.7 ) 201.5

Balance at June 30, 2025 $ ( 134.1 ) $ 35.4 $ ( 1.5 ) $ ( 100.2 )

Foreign currency translation adjustments at June 30, 2025 and December 31, 2024 included cumulative losses of $ 44.1 million and cumulative gains of $ 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.

Note 17 - 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 March 31, 2024 $ ( 244.1 ) $ 43.2 $ 3.3 $ ( 197.6 )

Sale of shares of Timken India Limited $ 5.6 $ — $ — $ 5.6

Other comprehensive (loss) income before

reclassifications and income taxes ( 29.3 ) — 0.7 ( 28.6 )

Amounts reclassified from accumulated other

comprehensive loss before income

taxes — ( 1.9 ) ( 1.6 ) ( 3.5 )

Income tax benefit — 0.4 0.1 0.5

Net current period other comprehensive loss,

net of income taxes ( 29.3 ) ( 1.5 ) ( 0.8 ) ( 31.6 )

Noncontrolling interest 0.1 — — 0.1

Net current period other comprehensive loss,

net of income taxes, noncontrolling

interest and sale of shares of Timken India

Limited ( 23.6 ) ( 1.5 ) ( 0.8 ) ( 25.9 )

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

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

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Amounts reclassified from accumulated other

comprehensive (loss) income before income

comprehensive loss before income

taxes — ( 3.9 ) ( 1.8 ) ( 5.7 )

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Net current period other comprehensive (loss)

income, net of income taxes and noncontrolling

interest ( 50.3 ) ( 1.5 ) 1.1 ( 50.7 )

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.

income, net of income taxes, noncontrolling

interest and sale of shares of Timken India

Limited ( 73.9 ) ( 3.0 ) 0.3 ( 76.6 )

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

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

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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 March 31, 2025 and December 31, 2024:

March 31, 2025

The following tables present the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024:

June 30, 2025

Total Level 1 Level 2 Level 3

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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.

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

No material assets were measured at fair value on a nonrecurring basis during the six months ended June 30, 2025 and 2024.

Financial Instruments:

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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 $ 1,692.4 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 fair value of the Company’s long-term fixed-rate debt, based on Level 2 inputs (quoted market prices), was $ 1,780.0 million and $ 1,659.2 million at June 30, 2025 and December 31, 2024, respectively.

The carrying value of this debt was $ 1,786.0 million and $ 1,675.6 million at June 30, 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.

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dollar and the Euro.

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.

The net impact for the three and six months ended June 30, 2025 was losses of $ 58.3 million and $ 86.0 million, respectively, 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.

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dollar and the Euro.

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 net impact for the three and six months ended June 30, 2025 was losses of $ 5.3 million and $ 7.8 million, respectively, recorded to accumulated other comprehensive (loss) income.

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

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.

As of June 30, 2025 and December 31, 2024, the Company had $ 398.3 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.

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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 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.

As of June 30, 2025 and December 31, 2024, the Company had $ 70.6 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 .

Note 19 - Derivative Instruments and Hedging Activities (continued)

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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 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

As of June 30, 2025 and December 31, 2024, the Company had $ 327.7 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 and six months ended June 30, 2025 and 2024, 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

Three Months Ended

June 30, Six Months Ended

Derivatives not designated as hedging instruments:

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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