What changed in this filing

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Item 1. Financial Statements

2025-10-29 compared with 2025-07-30 · 194 added, 164 removed, 731 unchanged (33% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

Impairment and restructuring charges 3.0 2.5 16.8 8.1

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

Operating Income 139.4 146.3 431.2 498.1

2 unchanged sentences

Non-service pension and other postretirement expense ( 1.3 ) ( 0.9 ) ( 3.7 ) ( 2.9 )

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

Other expense, net ( 5.7 ) ( 6.3 ) ( 9.4 ) ( 6.0 )

Income Before Income Taxes 107.5 112.2 342.2 403.4

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

Net Income $ 74.3 $ 87.6 $ 251.4 $ 300.2

Other comprehensive income (loss), net of tax:

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments ( 16.8 ) 78.7 193.9 ( 1.3 )

1 unchanged sentence

Change in fair value of derivative financial instruments 0.6 ( 1.6 ) ( 5.1 ) ( 1.3 )

Other comprehensive income (loss), net of tax 138.3 ( 31.6 ) 201.7 ( 82.7 )

Other comprehensive (loss) income, net of tax ( 17.7 ) 75.5 184.0 ( 7.2 )

Comprehensive income, net of tax 56.6 163.1 435.4 293.0

comprehensive income attributable to noncontrolling interest 6.8 5.7 20.5 12.4

comprehensive (loss) income attributable to

noncontrolling interest ( 1.0 ) 5.2 19.5 17.6

Comprehensive income attributable to The Timken Company $ 57.6 $ 157.9 $ 415.9 $ 275.4

1 unchanged sentence

Consolidated Balance Sheets

(Dollars in millions) June 30,

(Dollars in millions) September 30,

2025 December 31,

52 unchanged sentences

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(Dollars in millions)

21 unchanged sentences

Capital expenditures ( 105.6 ) ( 116.4 )

Acquisitions, net of cash acquired — ( 167.7 )

Proceeds from disposal of property, plant and equipment 2.7 17.5

Proceeds from divestitures, net of cash divested — 0.3

Investments in short-term marketable securities, net ( 4.2 ) 16.5

12 unchanged sentences

Short-term debt activity, net ( 0.3 ) ( 216.3 )

Noncontrolling interest dividends paid ( 15.0 ) ( 1.1 )

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

2 unchanged sentences

Effect of exchange rate changes on cash 20.8 1.2

Increase in Cash, Cash Equivalents and Restricted Cash 47.2 51.7

Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 77.9 ( 5.9 )

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

12 unchanged sentences

New Accounting Guidance Issued and Not Yet Adopted:

In 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.

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 provides updated guidance to better align the capitalization of internal-use software costs with the software development lifecycle.

The amendments clarify which costs should be capitalized and when capitalization should begin.

For public entities, the guidance is effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods.

Early adoption is permitted.

The Company is currently evaluating the impact of the new guidance.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).

ASU 2024-03 requires that a public entity disclose 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.

6 unchanged sentences

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.

The Company plans to apply the new guidance prospectively upon adoption of ASU 2024-03.

The Company is currently evaluating the other features 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.

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.

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.

10 unchanged sentences

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

For the three months ended June 30, 2025:

For the three months ended September 30, 2025:

Engineered Bearings Industrial Motion Total

15 unchanged sentences

Income before income taxes $ 107.5

For the six months ended June 30, 2025:

For the nine months ended September 30, 2025:

Engineered Bearings Industrial Motion Total

16 unchanged sentences

Note 3 - Segment Information (continued)

For the three months ended June 30, 2024:

For the three months ended September 30, 2024:

Engineered Bearings Industrial Motion Total

12 unchanged sentences

CEO transition expenses ( 1.5 )

Property losses and related expenses ( 0.9 )

Depreciation and amortization ( 56.1 )

2 unchanged sentences

Income before income taxes $ 112.2

For the six months ended June 30, 2024:

For the nine months ended September 30, 2024:

Engineered Bearings Industrial Motion Total

12 unchanged sentences

CEO transition expenses ( 2.7 )

Property losses and related expenses ( 1.1 )

Depreciation and amortization ( 165.6 )

2 unchanged sentences

Income before income taxes $ 403.4

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

(1) Cost of products sold excludes 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.

(3) Other segment items are 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.

1 unchanged sentence

The following tables provides additional segment financial information:

September 30,

2025 December 31, 2024

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

10 unchanged sentences

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:

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

Three Months Ended Three Months Ended

June 30, 2025 June 30, 2024

September 30, 2025 September 30, 2024

Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total

5 unchanged sentences

Net sales $ 765.8 $ 391.3 $ 1,157.1 $ 740.7 $ 386.1 $ 1,126.8

Six Months Ended Six Months Ended

June 30, 2025 June 30, 2024

Nine Months Ended Nine Months Ended

September 30, 2025 September 30, 2024

Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total

5 unchanged sentences

Net sales $ 2,303.9 $ 1,166.9 $ 3,470.8 $ 2,326.6 $ 1,172.8 $ 3,499.4

Note 4 - Revenue (continued)

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

The following table presents the approximate percent of revenue by sales channel for the nine months ended September 30, 2025 and 2024:

Nine Months Ended Nine Months Ended

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

Original equipment manufacturers 60 % 55 %

1 unchanged sentence

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.

Note 4 - Revenue (continued)

During the nine months ended September 30, 2025 and September 30, 2024, approximately 9 % and 10 %, 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 nine months ended September 30, 2025 and September 30, 2024, respectively.

Remaining Performance Obligations:

2 unchanged sentences

government or its contractors.

The aggregate amount of the transaction price allocated to remaining performance obligations for such contracts with a duration of more than one year was approximately $ 234 million at June 30, 2025.

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 $ 233 million at September 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:

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

September 30,

2025 December 31,

3 unchanged sentences

Ending balance $ 160.7 $ 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.

There were no impairment losses recorded on unbilled receivables for the nine months ended September 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:

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

September 30,

2025 December 31,

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

Effective tax rate 30.9 % 21.9 % 26.5 % 25.6 %

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.

Income tax expense for the three and nine months ended September 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 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.

The effective tax rate of 30.9 % for the three months ended September 30, 2025 was higher than the effective tax rate for the three months ended September 30, 2024 primarily due to the 2025 discrete impact of the accrual of withholding taxes on dividend distributions.

The effective tax rate of 26.5 % for the nine months ended September 30, 2025 was higher than the effective tax rate for the nine months ended September 30, 2024 primarily due to the net unfavorable impact of discrete items in comparison to the year ago period.

This was partially offset by a decrease 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:

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

11 unchanged sentences

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

There were no antidilutive stock options outstanding during the three and 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.

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

In addition, there were 58,460 and 66,550 antidilutive stock awards, including performance-based restricted stock units and restricted stock units, outstanding during the three and nine months ended September 30, 2025, respectively.

Note 7 - Inventories

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

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

September 30,

2025 December 31,

11 unchanged sentences

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.

The LIFO reserve as of September 30, 2025 and December 31, 2024 was $ 291.4 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 six months ended June 30, 2025 were as follows:

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

Engineered Bearings Industrial Motion Total

2 unchanged sentences

Ending balance $ 704.0 $ 779.6 $ 1,483.6

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

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

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

Amount Accumulated

15 unchanged sentences

Total intangible assets $ 1,791.6 $ ( 770.0 ) $ 1,021.6 $ 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 was $ 65.3 million and $ 64.2 million for the nine months ended September 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 June 30, 2025 and December 31, 2024:

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

September 30,

2025 December 31,

Sales rebates $ 57.4 $ 69.2

Deferred revenue $ 65.8 $ 41.4

Sales rebates 57.3 69.2

Operating lease liabilities 32.7 32.0

Taxes other than income and payroll taxes 21.8 25.8

Interest 24.8 25.3

Freight and duties 22.9 14.3

Product warranty 17.4 18.0

Taxes other than income and payroll taxes 21.1 25.8

Unprocessed invoices 19.2 15.1

Product warranty 17.8 18.0

Professional fees 12.9 11.5

Interest 13.0 25.3

Current derivative liability 9.1 10.4

Restructuring 6.6 3.7

Current derivative liability 4.8 10.4

Other 54.3 52.5

1 unchanged sentence

Note 10 - Financing Arrangements

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

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

September 30,

2025 December 31,

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

Borrowings under lines of credit for certain of the Company’s foreign subsidiaries with various banks with interest rates ranging from 2.58 % to 7.81 % at September 30, 2025 and 3.36 % to 3.95 % at December 31, 2024

Short-term debt $ 12.0 $ 8.7

1 unchanged sentence

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:

At September 30, 2025, the Company’s foreign subsidiaries had borrowings outstanding of $ 12.0 million and bank guarantees of $ 5.1 million.

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

September 30,

2025 December 31,

3 unchanged sentences

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

of 5.39 % at September 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 June 30, 2025.

As of June 30, 2025, there were no outstanding borrowings under the Accounts Receivable Facility.

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

As of September 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 June 30, 2025, the Company had no outstanding borrowings under the Senior Credit Facility.

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

Payments in 2025 and 2024 have reduced the 2027 Term Loan to $ 310 million at September 30, 2025.

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 June 30, 2025, the Company was in full compliance with all applicable covenants on its outstanding debt.

At September 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:

At September 30, 2025, outstanding letters of credit totaled $ 60.7 million, most with expiration dates within 12 months.

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

Thereafter 1,058.2

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

The table above excludes $ 15.7 million of unamortized discounts and fees that are netted against long-term debt at September 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 six months ended June 30, 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 nine months ended September 30, 2025 and twelve months ended December 31, 2024:

September 30,

2025 December 31,

3 unchanged sentences

Confirmed obligations outstanding, ending balance $ 20.1 $ 16.7

The obligations outstanding at June 30, 2025 and December 31, 2024 were included in accounts payable, trade on the Consolidated Balance Sheets.

The obligations outstanding at September 30, 2025 and December 31, 2024 were included in accounts payable, trade on the Consolidated Balance Sheets.

Note 12 - Contingencies

11 unchanged sentences

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.

Note 12 - Contingencies (continued)

The Company had total environmental accruals of $ 4.8 million for various known environmental matters that are probable and reasonably estimable at September 30, 2025 and December 31, 2024, which includes the Lovejoy matter described above.

On the Consolidated Balance Sheet, $ 1.4 million of the environmental accrual at September 30, 2025 was included in other current liabilities, with the remaining $ 3.4 million included in other non-current liabilities.

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.

Note 12 - Contingencies (continued)

Legal Matter:

11 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 June 30, 2025 and December 31, 2024 primarily related to accruals for products sold into the automotive and wind energy sectors.

The balances as of September 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 six months ended June 30, 2025 and twelve months ended December 31, 2024:

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

September 30,

2025 December 31,

3 unchanged sentences

Ending balance $ 17.8 $ 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.

The product warranty accrual at September 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 and six months ended June 30, 2025 and 2024, respectively:

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

The Timken Company Shareholders

3 unchanged sentences

Loss Treasury

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

Net income 74.3 69.3 5.0

6 unchanged sentences

instruments, net of reclassifications 0.6 0.6

Dividends declared to noncontrolling interest ( 15.0 ) ( 15.0 )

Dividends - $ 0.35 per share

1 unchanged sentence

Stock-based compensation expense 6.3 6.3

Stock purchased at fair market value ( 22.6 ) ( 22.6 )

Stock option exercise activity 0.6 0.6

1 unchanged sentence

stock-based compensation ( 0.1 ) ( 0.1 )

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

Balance at September 30, 2025 $ 3,296.8 $ 40.7 $ 1,291.1 $ 2,641.0 $ ( 111.9 ) $ ( 726.2 ) $ 162.1

The Timken Company Shareholders

14 unchanged sentences

( 73.9 ) ( 73.9 )

Dividends declared to noncontrolling interest ( 15.0 ) ( 15.0 )

Stock-based compensation expense 20.7 20.7

3 unchanged sentences

stock-based compensation ( 9.9 ) ( 9.9 )

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

Balance at September 30, 2025 $ 3,296.8 $ 40.7 $ 1,291.1 $ 2,641.0 $ ( 111.9 ) $ ( 726.2 ) $ 162.1

Note 13 - Equity (continued)

4 unchanged sentences

(Loss) Treasury

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

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

Net income 87.6 81.8 5.8

6 unchanged sentences

instruments, net of reclassifications ( 1.6 ) ( 1.6 )

Sale of shares of Timken India Limited 188.0 162.5 5.6 19.9

Noncontrolling interest acquired 1.0 1.0

Dividends declared to noncontrolling interest ( 1.1 ) ( 1.1 )

Dividends - $ 0.34 per share

( 23.8 ) ( 23.8 )

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

Stock-based compensation expense 5.2 5.2

1 unchanged sentence

Stock option exercise activity 0.1 0.1

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

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

The Timken Company Shareholders

11 unchanged sentences

instruments, net of reclassifications ( 1.3 ) ( 1.3 )

Dividends declared to noncontrolling interest ( 1.1 ) ( 1.1 )

Dividends - $ 1.01 per share

7 unchanged sentences

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

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

On May 28, 2024, the Company completed the sale of 5.0 million shares of TIL, generating net proceeds of $ 187 million after income taxes of $ 45 million and transaction costs.

3 unchanged sentences

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

For the three months ended June 30, 2025:

For the three months ended September 30, 2025:

Engineered Bearings Industrial Motion Unallocated Corporate Total

2 unchanged sentences

Total $ 2.4 $ 0.6 $ — $ 3.0

For the six months ended June 30, 2025:

For the nine months ended September 30, 2025:

Engineered Bearings Industrial Motion Unallocated Corporate Total

2 unchanged sentences

Total $ 3.9 $ 3.5 $ 9.4 $ 16.8

For the three months ended June 30, 2024:

For the three months ended September 30, 2024:

Engineered Bearings Industrial Motion Unallocated Corporate Total

1 unchanged sentence

Severance and related benefit costs 0.1 1.3 — 1.4

Exit costs 0.9 0.1 — 1.0

Total $ 1.1 $ 1.4 $ — $ 2.5

For the six months ended June 30, 2024:

For the nine months ended September 30, 2024:

Engineered Bearings Industrial Motion Unallocated Corporate Total

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

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

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

Kyle 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.

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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.

During the third quarter of 2025, manufacturing operations ceased at Hiddenite, and the Company transferred its operations to other bearing manufacturing facilities in the United States.

The closure of this facility is expected to be completed by the end of the fourth quarter of 2025 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.

During the three and nine months ended September 30, 2025, the Company recorded severance and related benefits of $ 0.5 million and $ 1.4 million, respectively, related to this closure.

The Company has incurred cumulative pretax costs related to this closure of $ 5.0 million as of September 30, 2025, including rationalization costs recorded in cost of products sold.

During the nine months ended September 30, 2024, the Company recorded impairment charges of $ 2.0 million related to certain engineering-related assets used in the business.

Management concluded no further investment would be made in these assets and as a result, reduced the value to zero .

Industrial Motion:

On December 6, 2024, the Company announced a reduction in force for its belts manufacturing facility in Springfield, Missouri.

On December 6, 2024, the Company announced a reduction in force at 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.

During the third quarter of 2025, manufacturing operations ceased at Fort Scott, and the Company transferred its operations to other belts manufacturing facilities.

The Company expects to complete the closure by the end of the fourth quarter of 2025.

The closure of this facility is expected to affect approximately 125 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.

During the nine months ended September 30, 2025, the Company recorded severance and related benefit costs of $ 0.7 million related to these actions.

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

The Company has incurred cumulative pretax costs related to these actions of $ 8.5 million as of September 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:

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

September 30,

2025 December 31,

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Ending balance $ 8.6 $ 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.

On the Consolidated Balance Sheet, $ 6.6 million of the restructuring accrual at September 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 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.

The amounts for the three and nine months ended September 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

June 30, Three Months Ended

September 30, Three Months Ended

September 30,

2025 2024 2025 2024 2025 2024

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Plans International Plans Total

Six Months Ended

June 30, Six Months Ended

Nine Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024 2025 2024

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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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net periodic benefit credit:

Service cost $ 0.1 $ 0.1 $ 0.1 $ 0.1

Interest cost 0.5 0.4 1.4 1.3

2 unchanged sentences

Note 17 - Accumulated Other Comprehensive Income (Loss)

The following tables present details about components of accumulated other comprehensive (loss) income for the three and six months ended June 30, 2025 and 2024, respectively:

The following tables present details about components of accumulated other comprehensive (loss) income for the three and nine months ended September 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

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

Other comprehensive (loss) income before

reclassifications and income taxes ( 16.0 ) — 0.1 ( 15.9 )

Amounts reclassified from accumulated other

comprehensive loss before income

comprehensive (loss) income before income

taxes — ( 2.0 ) 0.7 ( 1.3 )

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

Income tax (expense) benefit ( 0.8 ) 0.5 ( 0.2 ) ( 0.5 )

Net current period other comprehensive (loss)

income, net of income taxes ( 16.8 ) ( 1.5 ) 0.6 ( 17.7 )

Noncontrolling interest 6.0 — — 6.0

Net current period other comprehensive income

(loss), net of income taxes and noncontrolling

Net current period other comprehensive (loss)

income, net of income taxes and noncontrolling

interest ( 10.8 ) ( 1.5 ) 0.6 ( 11.7 )

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

Balance at September 30, 2025 $ ( 144.9 ) $ 33.9 $ ( 0.9 ) $ ( 111.9 )

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

Other comprehensive income (loss) before

reclassifications and income taxes 172.1 ( 0.3 ) ( 6.0 ) 165.8

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Income tax benefit 21.8 1.5 2.1 25.4

Net current period other comprehensive loss,

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

Net current period other comprehensive income

(loss), net of income taxes 193.9 ( 4.8 ) ( 5.1 ) 184.0

Noncontrolling interest 5.8 — — 5.8

2 unchanged sentences

interest 199.7 ( 4.8 ) ( 5.1 ) 189.8

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.

Balance at September 30, 2025 $ ( 144.9 ) $ 33.9 $ ( 0.9 ) $ ( 111.9 )

Foreign currency translation adjustments at September 30, 2025 and December 31, 2024 included cumulative losses of $ 41.5 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.

1 unchanged sentence

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

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

Other comprehensive income (loss) before

reclassifications and income taxes 78.7 ( 0.1 ) ( 1.8 ) 76.8

Amounts reclassified from accumulated other

comprehensive loss before income

taxes — ( 1.9 ) ( 1.6 ) ( 3.5 )

comprehensive loss before income taxes — ( 2.1 ) ( 0.4 ) ( 2.5 )

Income tax benefit — 0.6 0.6 1.2

Net current period other comprehensive loss,

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

Net current period other comprehensive income

(loss), net of income taxes 78.7 ( 1.6 ) ( 1.6 ) 75.5

Noncontrolling interest 0.6 — — 0.6

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 )

Net current period other comprehensive income

(loss), net of income taxes and noncontrolling

interest 79.3 ( 1.6 ) ( 1.6 ) 76.1

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

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

4 unchanged sentences

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

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

Income tax benefit — 1.5 0.3 1.8

Net current period other comprehensive (loss)

1 unchanged sentence

Noncontrolling interest 1.1 — — 1.1

Net current period other comprehensive (loss)

income, net of income taxes, noncontrolling

Net current period other comprehensive income

(loss), net of income taxes, noncontrolling

interest and sale of shares of Timken India

Limited 5.4 ( 4.6 ) ( 1.3 ) ( 0.5 )

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

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

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 June 30, 2025 and December 31, 2024:

June 30, 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 September 30, 2025 and December 31, 2024:

September 30, 2025

Total Level 1 Level 2 Level 3

23 unchanged sentences

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

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

No material assets were measured at fair value on a nonrecurring basis during the nine months ended September 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 $ 1,780.0 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 fair value of the Company’s long-term fixed-rate debt, based on Level 2 inputs (quoted market prices), was $ 1,795.9 million and $ 1,659.2 million at September 30, 2025 and December 31, 2024, respectively.

The carrying value of this debt was $ 1,782.8 million and $ 1,675.6 million at September 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 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.

The net impact for the three and nine months ended September 30, 2025 was a gain of $ 3.2 million and a loss of $ 82.8 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.

1 unchanged sentence

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 net impact for the three and nine months ended September 30, 2025 was a gain of $ 0.3 million and a loss of $ 7.5 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.

As of September 30, 2025 and December 31, 2024, the Company had $ 438.9 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.

Note 19 - Derivative Instruments and Hedging Activities (continued)

Cash Flow Hedging Strategy:

4 unchanged sentences

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

As of 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.

As of September 30, 2025 and December 31, 2024, the Company had $ 69.1 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)

Purpose for Derivative Instruments not designated as Hedging Instruments:

3 unchanged sentences

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

As of 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:

As of September 30, 2025 and December 31, 2024, the Company had $ 369.8 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 nine months ended September 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

September 30, Nine Months Ended

September 30,

Derivatives not designated as hedging instruments:

2 unchanged sentences

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