Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
THE TIMKEN COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(Dollars in millions, except per share data)
Net sales $ 1,173.4 $ 1,182.3 $ 2,313.7 $ 2,372.6
Cost of products sold 813.1 808.7 1,594.7 1,601.4
Selling, general and administrative expenses 189.7 184.1 374.5 374.8
Amortization of intangible assets 19.9 19.0 38.9 39.0
Impairment and restructuring charges 2.9 3.3 13.8 5.6
Operating Income 147.8 167.2 291.8 351.8
Interest expense ( 29.8 ) ( 34.6 ) ( 56.3 ) ( 66.8 )
Interest income 3.0 5.1 5.3 7.9
Non-service pension and other postretirement expense ( 1.2 ) ( 1.0 ) ( 2.4 ) ( 2.0 )
Other (expense) income, net ( 3.4 ) 1.2 ( 3.7 ) 0.3
Income Before Income Taxes 116.4 137.9 234.7 291.2
Provision for income taxes 30.7 35.9 57.6 78.6
Net Income 85.7 102.0 177.1 212.6
Less: Net income attributable to noncontrolling interest 7.2 5.8 20.3 12.9
Net Income Attributable to The Timken Company $ 78.5 $ 96.2 $ 156.8 $ 199.7
Net Income per Common Share Attributable to The Timken
Company Common Shareholders
Basic earnings per share $ 1.13 $ 1.37 $ 2.24 $ 2.84
Diluted earnings per share $ 1.12 $ 1.36 $ 2.23 $ 2.82
See accompanying Notes to the Consolidated Financial Statements.
Consolidated Statements of Comprehensive Income
(Unaudited)
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(Dollars in millions)
Net Income $ 85.7 $ 102.0 $ 177.1 $ 212.6
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 143.6 ( 29.3 ) 210.7 ( 80.0 )
Pension and postretirement liability adjustments ( 1.7 ) ( 1.5 ) ( 3.3 ) ( 3.0 )
Change in fair value of derivative financial instruments ( 3.6 ) ( 0.8 ) ( 5.7 ) 0.3
Other comprehensive income (loss), net of tax 138.3 ( 31.6 ) 201.7 ( 82.7 )
Comprehensive income, net of tax 224.0 70.4 378.8 129.9
Less: comprehensive income attributable to noncontrolling interest 6.8 5.7 20.5 12.4
Comprehensive income attributable to The Timken Company $ 217.2 $ 64.7 $ 358.3 $ 117.5
See accompanying Notes to the Consolidated Financial Statements.
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Consolidated Balance Sheets
(Unaudited)
(Dollars in millions) June 30,
2025 December 31,
2024
ASSETS
Current Assets
Cash and cash equivalents $ 419.3 $ 373.2
Restricted cash 1.5 0.4
Accounts receivable, net 785.6 664.6
Unbilled receivables 153.2 140.8
Inventories, net 1,222.1 1,195.6
Deferred charges and prepaid expenses 46.0 39.5
Other current assets 92.0 102.8
Total Current Assets 2,719.7 2,516.9
Property, Plant and Equipment, net 1,351.3 1,306.9
Other Assets
Goodwill 1,488.0 1,383.3
Other intangible assets, net 1,043.4 1,006.5
Operating lease assets 132.5 130.6
Deferred income taxes 48.5 41.0
Other non-current assets 30.5 25.8
Total Other Assets 2,742.9 2,587.2
Total Assets $ 6,813.9 $ 6,411.0
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable, trade $ 347.0 $ 321.7
Short-term debt, including current portion of long-term debt 58.7 13.0
Salaries, wages and benefits 135.2 142.2
Income taxes payable 13.8 24.4
Other current liabilities 315.0 319.2
Total Current Liabilities 869.7 820.5
Non-Current Liabilities
Long-term debt 2,139.6 2,049.7
Accrued pension benefits 145.3 157.7
Accrued postretirement benefits 29.8 29.8
Long-term operating lease liabilities 85.7 84.0
Deferred income taxes 168.8 175.0
Other non-current liabilities 102.2 110.2
Total Non-Current Liabilities 2,671.4 2,606.4
Shareholders’ Equity
Class I and II Serial Preferred Stock, without par value:
Authorized – 10,000,000 shares each class, none issued
— —
Common shares, without par value:
Authorized – 200,000,000 shares
Issued (including shares in treasury) (2025 – 79,576,690 shares;
2024 – 79,173,667 shares)
Stated capital 40.7 40.7
Other paid-in capital 1,284.2 1,269.3
Retained earnings 2,596.1 2,488.8
Accumulated other comprehensive loss ( 100.2 ) ( 301.7 )
Treasury shares at cost (2025 – 9,933,686 shares; 2024 – 9,174,863 shares)
( 726.1 ) ( 670.6 )
Total Shareholders’ Equity 3,094.7 2,826.5
Noncontrolling Interest 178.1 157.6
Total Equity 3,272.8 2,984.1
Total Liabilities and Equity $ 6,813.9 $ 6,411.0
See accompanying Notes to the Consolidated Financial Statements.
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Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
June 30,
2025 2024
(Dollars in millions)
CASH PROVIDED (USED)
Operating Activities
Net income $ 177.1 $ 212.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 112.3 109.5
Impairment charges — 1.9
Gain on sale of assets ( 0.9 ) ( 1.1 )
Deferred income tax benefit ( 0.7 ) ( 5.2 )
Stock-based compensation expense 14.4 11.5
Pension and other postretirement expense 3.7 3.3
Pension and other postretirement benefit contributions and payments ( 28.4 ) ( 16.1 )
Changes in operating assets and liabilities:
Accounts receivable ( 91.8 ) ( 131.2 )
Unbilled receivables ( 12.3 ) ( 3.8 )
Inventories 20.5 ( 20.6 )
Accounts payable, trade 23.0 13.8
Other accrued expenses ( 27.4 ) ( 20.5 )
Income taxes ( 21.3 ) 31.7
Other, net 1.7 ( 11.9 )
Net Cash Provided by Operating Activities 169.9 173.9
Investing Activities
Capital expenditures ( 68.3 ) ( 81.4 )
Proceeds from disposal of property, plant and equipment 2.0 1.5
Investments in short-term marketable securities, net 4.7 20.8
Other, net — ( 0.3 )
Net Cash Used in Investing Activities ( 61.6 ) ( 59.4 )
Financing Activities
Cash dividends paid to shareholders ( 49.5 ) ( 48.4 )
Purchase of treasury shares ( 45.7 ) ( 29.7 )
Proceeds from exercise of stock options 0.5 5.4
Payments related to tax withholding for stock-based compensation ( 9.8 ) ( 10.0 )
Borrowings on accounts receivable facility 239.0 55.0
Payments on accounts receivable facility ( 239.0 ) ( 122.0 )
Proceeds from long-term debt 46.0 1,306.5
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 )
Effect of exchange rate changes on cash 23.8 ( 10.8 )
Increase in Cash, Cash Equivalents and Restricted Cash 47.2 51.7
Cash, cash equivalents and restricted cash at beginning of year 373.6 419.3
Cash, Cash Equivalents and Restricted Cash at End of Period $ 420.8 $ 471.0
See accompanying Notes to the Consolidated Financial Statements.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollars in millions, except per share data)
Note 1 - Basis of Presentation
The accompanying Consolidated Financial Statements (unaudited) for The Timken Company (the "Company" or "Timken") have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by the accounting principles generally accepted in the United States ("U.S. GAAP") for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures considered necessary for a fair presentation have been included. For further information, refer to the Consolidated Financial Statements and accompanying Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Note 2 - Significant Accounting Policies
The Company's significant accounting policies are detailed in " Note 1 - Significant Accounting Policies" of the Annual Report on Form 10-K for the year ended December 31, 2024.
Recent Accounting Pronouncements:
New Accounting Guidance Issued and Not Yet Adopted:
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 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. 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 740). 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 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. 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.
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Note 3 - 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 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 June 30, 2025:
Engineered Bearings Industrial Motion Total
Net sales $ 777.4 $ 396.0 $ 1,173.4
Cost of products sold (1)
( 546.0 ) ( 265.1 )
Selling, general and administrative expenses (2)
( 103.2 ) ( 70.8 )
Other segment items (3)
0.8 —
Depreciation and amortization (4)
24.4 12.5
Adjusted EBITDA for reportable segments $ 153.4 $ 72.6 $ 226.0
Unallocated corporate expense ( 17.8 )
Impairment, restructuring and reorganization charges ( 4.7 )
Gain on the sale of certain assets 0.1
CEO transition expenses ( 3.2 )
Depreciation and amortization ( 57.2 )
Interest expense ( 29.8 )
Interest income 3.0
Income before income taxes $ 116.4
For the six months ended June 30, 2025:
Engineered Bearings Industrial Motion Total
Net sales $ 1,538.1 $ 775.6 $ 2,313.7
Cost of products sold (1)
( 1,069.3 ) ( 521.7 )
Selling, general and administrative expenses (2)
( 205.7 ) ( 138.8 )
Other segment items (3)
1.5 —
Depreciation and amortization (4)
48.0 24.6
Adjusted EBITDA for reportable segments $ 312.6 $ 139.7 $ 452.3
Unallocated corporate expense ( 36.0 )
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
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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)
2.5 0.1
Depreciation and amortization (4)
23.8 10.8
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 the sale of certain assets 0.2
CEO transition expenses ( 1.1 )
Depreciation and amortization ( 54.2 )
Interest expense ( 34.6 )
Interest income 5.1
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)
4.3 —
Depreciation and amortization (4)
47.6 21.6
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 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.
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Note 3 - Segment Information (continued)
The following tables provides additional segment financial information:
June 30,
2025 December 31, 2024
Assets by Segment:
Engineered Bearings $ 3,299.8 $ 3,126.1
Industrial Motion 3,013.3 2,822.6
Corporate (5)
500.8 462.3
$ 6,813.9 $ 6,411.0
(5) Corporate assets include cash and cash equivalents and corporate buildings.
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
Capital expenditures:
Engineered Bearings $ 21.3 $ 28.8 $ 46.2 $ 63.3
Industrial Motion 11.8 8.4 22.0 17.8
Corporate — 0.1 0.1 0.3
$ 33.1 $ 37.3 $ 68.3 $ 81.4
Depreciation and amortization:
Engineered Bearings $ 27.5 $ 26.8 $ 54.1 $ 53.5
Industrial Motion 29.5 27.1 57.8 55.3
Corporate 0.2 0.3 0.4 0.7
$ 57.2 $ 54.2 $ 112.3 $ 109.5
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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 %
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 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.
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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:
June 30,
2025 December 31,
2024
Beginning balance, January 1 $ 140.8 $ 144.5
Additional unbilled revenue recognized 180.6 380.5
Less: 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:
June 30,
2025 December 31,
2024
Beginning balance, January 1 $ 41.4 $ 45.4
Acquisitions — 0.7
Revenue received or billed in advance of recognition 80.6 153.0
Less: revenue recognized ( 76.3 ) ( 157.7 )
Ending balance $ 45.7 $ 41.4
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Note 5 - Income Taxes
The Company's provision for income taxes in interim periods is computed by applying the estimated annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring or discrete items are recorded during the period(s) in which they occur.
Three Months Ended
June 30, Six Months Ended
June 30,
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 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. federal statutory rate of 21% due to the actual and projected mix of earnings in non-U.S. jurisdictions with relatively higher tax rates, U.S. state and local income taxes, and other permanent differences (net).
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 and six months ended June 30, 2025 and 2024:
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
Numerator:
Net income attributable to The Timken Company $ 78.5 $ 96.2 $ 156.8 $ 199.7
Denominator:
Weighted average number of shares outstanding - basic 69,751,965 70,364,539 69,877,737 70,301,757
Effect of dilutive securities:
Stock options and awards - based on the treasury
stock method 323,119 484,715 406,110 549,035
Weighted average number of shares outstanding assuming
dilution of stock options and awards 70,075,084 70,849,254 70,283,847 70,850,792
Basic earnings per share $ 1.13 $ 1.37 $ 2.24 $ 2.84
Diluted earnings per share $ 1.12 $ 1.36 $ 2.23 $ 2.82
The dilutive effect of performance-based restricted stock units is taken into account once they have met minimum performance thresholds. The dilutive effect of stock options includes all outstanding stock options except stock options that are considered antidilutive. Stock options are antidilutive when the exercise price exceeds the average market price of the Company’s common shares during the periods presented. There were no antidilutive stock options outstanding during the three and 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.
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Note 7 - Inventories
The components of inventories at June 30, 2025 and December 31, 2024 were as follows:
June 30,
2025 December 31,
2024
Manufacturing supplies $ 45.0 $ 42.8
Raw materials 139.2 155.2
Work in process 495.8 476.0
Finished products 626.1 595.0
Subtotal 1,306.1 1,269.0
Allowance for obsolete and surplus inventory ( 84.0 ) ( 73.4 )
Total inventories, net $ 1,222.1 $ 1,195.6
Inventories are valued at net realizable value, with approximately 60 % valued on the first-in, first-out ("FIFO") method and the remaining 40 % valued on the last-in, first-out ("LIFO") method. The majority of the Company's U.S. inventories are valued on the LIFO method. The Company's non-U.S. inventories are valued on the FIFO method.
The LIFO reserve 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. Accordingly, interim LIFO calculations are based on current inventory levels and costs. Because these calculations are subject to many factors beyond management’s control, annual results may differ from interim results as they are subject to the final year-end LIFO inventory valuation.
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Note 8 - Goodwill and Other Intangible Assets
The Company tests goodwill and indefinite-lived intangible assets for impairment at least annually, performing its annual impairment test as of October 1 st . Goodwill and indefinite-lived intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
The Company reviews goodwill for impairment at the reporting unit level. The Engineered Bearings segment has one reporting unit and the Industrial Motion segment has six reporting units.
The changes in the carrying amount of goodwill for the six months ended June 30, 2025 were as follows:
Engineered Bearings Industrial Motion Total
Beginning balance, January 1 $ 692.0 $ 691.3 $ 1,383.3
Foreign currency translation adjustments and other changes 13.3 91.4 104.7
Ending balance $ 705.3 $ 782.7 $ 1,488.0
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
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount
Intangible assets
subject to amortization:
Customer relationships $ 864.2 $ ( 297.6 ) $ 566.6 $ 805.7 $ ( 262.9 ) $ 542.8
Technology and know-how 392.9 ( 140.3 ) 252.6 369.6 ( 120.4 ) 249.2
Trade names 116.9 ( 20.6 ) 96.3 107.5 ( 16.9 ) 90.6
Capitalized software 307.6 ( 281.5 ) 26.1 302.8 ( 276.1 ) 26.7
Other 10.6 ( 9.5 ) 1.1 11.0 ( 9.8 ) 1.2
$ 1,692.2 $ ( 749.5 ) $ 942.7 $ 1,596.6 $ ( 686.1 ) $ 910.5
Intangible assets not subject to amortization:
Trade names $ 92.0 $ 92.0 $ 87.3 $ 87.3
FAA air agency certificates 8.7 8.7 8.7 8.7
$ 100.7 $ 100.7 $ 96.0 $ 96.0
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 $ 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; $ 86 million in 2026; $ 83 million in 2027; $ 81 million in 2028; and $ 78 million in 2029.
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Note 9 - Other Current Liabilities
The following table displays other current liabilities as of June 30, 2025 and December 31, 2024:
June 30,
2025 December 31,
2024
Sales rebates $ 57.4 $ 69.2
Deferred revenue 45.7 41.4
Operating lease liabilities 32.4 32.0
Taxes other than income and payroll taxes 21.8 25.8
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
Interest 13.0 25.3
Current derivative liability 9.1 10.4
Restructuring 6.9 3.7
Other 62.9 52.5
Total other current liabilities $ 315.0 $ 319.2
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Note 10 - Financing Arrangements
Short-term debt at June 30, 2025 and December 31, 2024 was as follows:
June 30,
2025 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
$ 39.3 $ 8.7
Short-term debt $ 39.3 $ 8.7
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 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:
June 30,
2025 December 31,
2024
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 June 30, 2025 and 5.58 % at December 31, 2024
364.7 369.6
Fixed-rate Medium-Term Notes, Series A (1) , maturing at various dates through
May 2028, with interest rates ranging from 6.74 % to 7.76 %
154.9 154.8
Fixed-rate Senior Unsecured Notes (1) , maturing on December 15, 2028, with
an interest rate of 4.50 %
398.3 398.1
Fixed-rate Senior Unsecured Notes (1) , maturing on April 1, 2032, with an
interest rate of 4.13 %
345.8 345.1
Fixed-rate Euro Senior Unsecured Notes (1) , maturing on May 23, 2034, with an
interest rate of 4.13 %
696.9 609.7
Fixed-rate Euro Bank Loan, maturing on June 30, 2033, with an
interest rate of 2.15 %
11.4 10.6
Other 10.2 10.8
Total debt $ 2,159.0 $ 2,054.0
Less: current maturities 19.4 4.3
Long-term debt $ 2,139.6 $ 2,049.7
(1) Net of discounts and fees
14
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Note 10 - Financing Arrangements (continued)
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 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.
On December 5, 2022, the Company entered into the Fifth Amended and Restated Credit Agreement ("Credit Agreement"), which is comprised of a $ 750 million unsecured revolving credit facility ("Senior Credit Facility") and a $ 400 million unsecured term loan facility ("2027 Term Loan") that each mature on December 5, 2027. The interest rates under the Credit Agreement are based on Secured Overnight Financing Rate ("SOFR"). At June 30, 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 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 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 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:
Year
2025 $ 3.0
2026 49.4
2027 535.4
2028 522.7
2029 2.4
2030 1.8
Thereafter 1,061.0
The table above excludes $ 16.7 million of unamortized discounts and fees that are netted against long-term debt at June 30, 2025.
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Note 11 - Supply Chain Financing
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. The Company or the financial institutions may terminate participation in the program with 90 days’ written notice. The supplier finance programs are unsecured and are not guaranteed by the Company. The financial institutions enter into separate arrangements with suppliers directly to participate in the program. The Company does not determine the terms or conditions of such arrangements or participate in the transactions between the suppliers and the financial institutions. The supplier invoice terms under the program typically require payment in full within 90 days of the invoice date.
The following table is a rollforward of the outstanding obligations for the Company’s supplier finance program for the six months ended June 30, 2025 and twelve months ended December 31, 2024:
June 30,
2025 December 31,
2024
Confirmed obligations outstanding, January 1 $ 16.7 $ 21.3
Invoices confirmed 44.0 105.0
Confirmed invoices paid ( 44.1 ) ( 109.6 )
Confirmed obligations outstanding, ending balance $ 16.6 $ 16.7
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, 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.
On December 28, 2004, the United States Environmental Protection Agency (“USEPA”) sent Lovejoy, LLC ("Lovejoy") a Special Notice Letter that identified Lovejoy as a potentially responsible party, together with at least 12 unrelated parties, at the Ellsworth Industrial Park Site, Downers Grove, DuPage County, Illinois (the “Site”). The Company acquired Lovejoy in 2016. Lovejoy’s Downers Grove property is situated within the Ellsworth Industrial Complex. The USEPA and the Illinois Environmental Protection Agency (“IEPA”) allege there have been one or more releases or threatened releases of hazardous substances, including, but not limited to, a release or threatened release on or from Lovejoy's property at the Site. The relief sought by the USEPA and IEPA includes further investigation and potential remediation of the Site and reimbursement of response costs. Lovejoy’s allocated share of 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, 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 $ 4.7 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. The ultimate resolution of these matters could result in actual costs that exceed amounts accrued.
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Note 12 - Contingencies (continued)
Legal Matter:
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"). The order alleges that the surrender of trust assets did not follow applicable EFPO timing guidelines. TIL believes it fully complied with EFPO requirements and guidelines under the circumstances. TIL is disputing the merits of the order and has filed an appeal with the high court in India having jurisdiction over the matter. Management believes that relief will be provided to TIL once the matter is fully adjudicated; accordingly, no liability has been recorded. While no assurance can be given as to the ultimate outcome of this matter, the Company does not believe that the final resolution will have a material effect on the Company's consolidated financial position or liquidity; however, the effect of any future outcome may be material to the results of operations of any particular period in which costs, if any, are recognized.
Product Warranties:
In addition to the contingencies above, the Company provides limited warranties on certain of its products. The balances at the end of each respective period represent the best estimates of costs for existing and future claims for products that are still under warranty. The 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. 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 six months ended June 30, 2025 and twelve months ended December 31, 2024:
June 30,
2025 December 31,
2024
Beginning balance, January 1 $ 18.0 $ 15.2
Expense 2.1 9.4
Payments ( 2.7 ) ( 6.6 )
Ending balance $ 17.4 $ 18.0
The product warranty accrual at June 30, 2025 and December 31, 2024 was included in other current liabilities on the Consolidated Balance Sheets.
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Note 13 - Equity
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
Total Stated
Capital Other
Paid-In
Capital Retained Earnings Accumulated
Other
Comprehensive
Loss Treasury
Stock Non
controlling
Interest
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
Foreign currency translation adjustment 143.6 144.0 ( 0.4 )
Pension and other postretirement liability
adjustments (net of income tax benefit
of $ 0.5 million)
( 1.7 ) ( 1.7 )
Change in fair value of derivative financial
instruments, net of reclassifications ( 3.6 ) ( 3.6 )
Dividends - $ 0.35 per share
( 24.4 ) ( 24.4 )
Stock-based compensation expense 6.9 6.9
Stock purchased at fair market value ( 22.6 ) ( 22.6 )
Stock option exercise activity 0.2 0.2
Payments related to tax withholding for
stock-based compensation ( 0.3 ) ( 0.3 )
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
Total Stated
Capital Other
Paid-In
Capital Retained Earnings Accumulated
Other
Comprehensive
Loss Treasury
Stock Non
controlling
Interest
Balance at December 31, 2024 $ 2,984.1 $ 40.7 $ 1,269.3 $ 2,488.8 $ ( 301.7 ) $ ( 670.6 ) $ 157.6
Net income 177.1 156.8 20.3
Foreign currency translation adjustment 210.7 210.5 0.2
Pension and other postretirement liability
adjustments (net of income tax benefit
of $ 1.0 million)
( 3.3 ) ( 3.3 )
Change in fair value of derivative financial
instruments, net of reclassifications ( 5.7 ) ( 5.7 )
Dividends - $ 0.69 per share
( 49.5 ) ( 49.5 )
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
Payments related to tax withholding for
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
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Note 13 - Equity (continued)
The Timken Company Shareholders
Total Stated
Capital Other
Paid-In
Capital Retained Earnings Accumulated
Other
Comprehensive
(Loss) Treasury
Stock Non-
controlling
Interest
Balance at 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
Total Stated
Capital Other
Paid-In
Capital Retained Earnings Accumulated
Other
Comprehensive Loss Treasury
Stock Non
controlling
Interest
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.
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Note 14 - Impairment and Restructuring Charges
Impairment and restructuring charges by segment are comprised of the following:
For the three months ended June 30, 2025:
Engineered Bearings Industrial Motion Unallocated Corporate Total
Severance and related benefit costs $ 0.9 $ 1.8 $ — $ 2.7
Exit costs — 0.2 — 0.2
Total $ 0.9 $ 2.0 $ — $ 2.9
For the six months ended June 30, 2025:
Engineered Bearings Industrial Motion Unallocated Corporate Total
Severance and related benefit costs $ 1.5 $ 2.5 $ 9.4 $ 13.4
Exit costs — 0.4 — 0.4
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; however, it is not intended to reflect a comprehensive discussion of all amounts included in the tables above.
Corporate:
On March 31, 2025, Timken announced that the Company and Tarak B. 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. The Company also announced that the Board had appointed Richard G. Kyle as the interim President and CEO of the Company, effective immediately. Mr. 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 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.
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Note 14 - Impairment and Restructuring Charges (continued)
Engineered Bearings:
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 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:
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 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 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 six months ended June 30, 2025 and twelve months ended December 31, 2024:
June 30,
2025 December 31,
2024
Beginning balance, January 1 $ 3.7 $ 5.8
Expense 13.8 9.9
Payments ( 8.6 ) ( 12.0 )
Ending balance $ 8.9 $ 3.7
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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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 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.
U.S. Plans International Plans Total
Three Months Ended
June 30, Three Months Ended
June 30, Three Months Ended
June 30,
2025 2024 2025 2024 2025 2024
Components of net periodic benefit
cost:
Service cost $ 0.1 $ 0.3 $ 0.6 $ 0.4 $ 0.7 $ 0.7
Interest cost 4.4 4.2 2.8 2.6 7.2 6.8
Expected return on plan assets ( 2.0 ) ( 1.9 ) ( 2.4 ) ( 2.4 ) ( 4.4 ) ( 4.3 )
Amortization of prior service cost — 0.1 — — — 0.1
Net periodic benefit cost $ 2.5 $ 2.7 $ 1.0 $ 0.6 $ 3.5 $ 3.3
U.S. Plans International Plans Total
Six Months Ended
June 30, Six Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024 2025 2024
Components of net periodic benefit
cost:
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. 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.
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
Net periodic benefit credit:
Interest cost $ 0.4 $ 0.4 $ 0.9 $ 0.9
Amortization of prior service credit ( 2.0 ) ( 2.0 ) ( 4.1 ) ( 4.1 )
Net periodic benefit credit $ ( 1.6 ) $ ( 1.6 ) $ ( 3.2 ) $ ( 3.2 )
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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 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 March 31, 2025 $ ( 278.1 ) $ 37.1 $ 2.1 $ ( 238.9 )
Other comprehensive income (loss) before
reclassifications and income taxes 128.3 ( 0.2 ) ( 4.3 ) 123.8
Amounts reclassified from accumulated other
comprehensive loss before income
taxes — ( 2.0 ) ( 0.7 ) ( 2.7 )
Income tax benefit 15.3 0.5 1.4 17.2
Net current period other comprehensive income
(loss), net of income taxes 143.6 ( 1.7 ) ( 3.6 ) 138.3
Noncontrolling interest 0.4 — — 0.4
Net current period other comprehensive income
(loss), net of income taxes and noncontrolling
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.
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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
reclassifications and income taxes ( 80.0 ) — 2.4 ( 77.6 )
Amounts reclassified from accumulated other
comprehensive loss before income
taxes — ( 3.9 ) ( 1.8 ) ( 5.7 )
Income tax benefit (expense) 0.9 ( 0.3 ) 0.6
Net current period other comprehensive (loss)
income, net of income taxes ( 80.0 ) ( 3.0 ) 0.3 ( 82.7 )
Noncontrolling interest 0.5 — — 0.5
Net current period other comprehensive (loss)
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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Note 18 - Fair Value
Fair value is defined as the price that would be expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The FASB provides accounting rules that classify the inputs used to measure fair value into the following hierarchy:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
Level 3 – Unobservable inputs for the asset or liability.
The following tables present the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024:
June 30, 2025
Total Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents $ 384.2 $ 381.8 $ 2.4 $ —
Cash and cash equivalents measured at net asset value 35.1
Restricted cash 1.5 1.5 — —
Short-term investments 11.4 — 11.4 —
Foreign currency forward contracts 3.2 — 3.2 —
Total assets $ 435.4 $ 383.3 $ 17.0 $ —
Liabilities:
Foreign currency forward contracts $ 9.0 $ — $ 9.0 $ —
Total liabilities $ 9.0 $ — $ 9.0 $ —
December 31, 2024
Total Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents $ 343.1 $ 341.8 $ 1.3 $ —
Cash and cash equivalents measured at net asset value 30.1
Restricted cash 0.4 0.4 — —
Short-term investments 15.9 — 15.9 —
Foreign currency forward contracts 4.9 — 4.9 —
Total assets $ 394.4 $ 342.2 $ 22.1 $ —
Liabilities:
Foreign currency forward contracts $ 10.4 $ — $ 10.4 $ —
Total liabilities $ 10.4 $ — $ 10.4 $ —
Cash and cash equivalents include highly liquid investments with maturities of 90 days or less when purchased that are valued at redemption value. Short-term investments are investments with maturities between 91 days and one year, and generally are valued at amortized cost, which approximates fair value. A portion of the cash and cash equivalents and short-term investments are valued based on net asset value. The Company uses publicly available foreign currency forward and spot rates to measure the fair value of its foreign currency forward contracts.
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Note 18 - Fair Value (continued)
In addition, the Company remeasures certain assets at fair value, using Level 3 inputs, as a result of the occurrence of triggering events such as purchase accounting for acquisitions or goodwill impairment.
No material assets were measured at fair value on a nonrecurring basis during the six months ended June 30, 2025 and 2024.
Financial Instruments:
The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, accounts receivable, trade accounts payable, short-term borrowings and long-term debt. Due to their short-term nature, the carrying value of cash and cash equivalents, short-term investments, accounts receivable, trade accounts payable and short-term borrowings are a reasonable estimate of their fair value. Due to the nature of fair value calculations for variable-rate debt, the carrying value of the Company's long-term variable-rate debt is a reasonable estimate of its fair value. The fair value of the Company’s long-term fixed-rate debt, based on Level 2 inputs (quoted market prices), was $ 1,780.0 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.
The Company does not believe it has significant concentrations of risk associated with the counterparties to its financial instruments.
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Note 19 - Derivative Instruments and Hedging Activities
The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are foreign currency exchange rate risk and interest rate risk. Forward contracts on various foreign currencies are entered into in order to manage the foreign currency exchange rate risk associated with certain of the Company's commitments denominated in foreign currencies. From time to time, interest rate swaps are used to manage interest rate risk associated with the Company’s fixed and floating-rate borrowings.
The Company designates certain foreign currency forward contracts as cash flow hedges of forecasted revenues and certain interest rate hedges as cash flow hedges of fixed-rate borrowings.
On 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 changes in the exchange rate between the U.S. dollar and the Euro. 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. 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 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 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.
Cash Flow Hedging Strategy:
For certain derivative instruments that are designated and qualify as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings.
To protect against a reduction in the value of forecasted foreign currency cash flows resulting from export sales, the Company has instituted a foreign currency cash flow hedging program. The Company hedges portions of its forecasted cash flows denominated in certain foreign currencies with forward contracts. When the dollar strengthens significantly against these foreign currencies, the decline in the present value of future foreign currency revenue is offset by gains in the fair value of the forward contracts designated as hedges. Conversely, when the dollar weakens, the increase in the present value of future foreign currency cash flows is offset by losses in the fair value of the forward contracts. As of 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 .
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Note 19 - Derivative Instruments and Hedging Activities (continued)
Purpose for Derivative Instruments not designated as Hedging Instruments:
For derivative instruments that are not designated as hedging instruments, the instruments are typically forward contracts. In general, the practice is to reduce volatility by selectively hedging transaction exposures including intercompany loans, accounts payable and accounts receivable. Intercompany loans between entities with different functional currencies typically are hedged with a forward contract at the inception of the loan with a maturity date corresponding to the maturity of the loan. The revaluation of these contracts, as well as the revaluation of the underlying balance sheet items, is recorded directly to the income statement so the adjustment generally offsets the revaluation of the underlying balance sheet items to protect cash payments and reduce income statement volatility.
As of 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
June 30,
Derivatives not designated as hedging instruments: Location of gain or (loss) recognized in income 2025 2024 2025 2024
Foreign currency forward contracts Other expense, net $ 1.6 $ ( 3.9 ) $ 0.5 $ ( 10.0 )
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.