Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in millions, except per share data)
OVERVIEW
Introduction:
The Timken Company designs and manufactures a growing portfolio of engineered bearings and industrial motion products, and related services. With more than a century of knowledge and innovation, the Company continuously improves the reliability and efficiency of global machinery and equipment to move the world forward. The Company’s growing product and services portfolio features many strong industrial brands, such as Timken®, GGB®, Philadelphia Gear®, Cone Drive®, Rollon®, Nadella®, Diamond®, Drives®, Groeneveld®, BEKA®, Des-Case®, Lovejoy® and Lagersmit®. Timken employs approximately 19,000 people globally in 45 countries. The Company operates under two reportable segments: (1) Engineered Bearings and (2) Industrial Motion. The following further describes these business segments:
• Timken’s Engineered Bearings segment features a broad range of product designs serving OEMs and end-users worldwide. Timken is a leading authority on tapered roller bearings and leverages its position by applying engineering know-how and technology across its entire bearing portfolio, which includes tapered, spherical and cylindrical roller bearings; plain bearings, metal-polymer bearings and rod end bearings; thrust and specialty ball bearings; and housed or mounted bearings. The Engineered Bearings portfolio features the Timken®, GGB® and Fafnir® brands and serves customers across global industries, including wind energy, agriculture, construction, food and beverage, metals and mining, automotive and truck, aerospace, rail and more.
• Timken’s Industrial Motion segment includes a diverse and growing portfolio of engineered products, including industrial drives, precision drives, automatic lubrication systems, linear motion products and systems, chains, belts, couplings, filtration systems, seals, and industrial clutches and brakes that keep systems running efficiently. Industrial Motion also includes industrial services, which return equipment and components to like-new condition. The Industrial Motion portfolio features many strong brands, including Philadelphia Gear®, Cone Drive®, Spinea®, Rollon®, Nadella®, Groeneveld®, BEKA®, Des-Case®, Diamond®, Drives®, Timken® Belts, Lovejoy®, PT Tech®, Lagersmit® and CGI®. Industrial Motion products are used across a broad range of industries, including automation, solar energy, construction, agriculture and turf, passenger rail, marine, aerospace, packaging and logistics, medical and more.
Timken creates value by understanding customer needs and applying its know-how to serve a broad range of customers in attractive markets and industries across the globe. The Company’s business strengths include its product technology, end-market diversity, geographic reach and aftermarket mix. Timken collaborates with OEMs to improve equipment efficiency with its engineered products and captures subsequent equipment replacement cycles by selling largely through independent channels in the aftermarket. Timken focuses its international efforts and footprint in regions of the world where strong macroeconomic factors such as urbanization, infrastructure development, industrialization and sustainability create demand for its products and services.
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The Company's strategy has three primary elements:
Profitable Growth. The Company intends to expand into new and existing markets by leveraging its collective knowledge of materials science, friction management and power transmission to create value for Timken customers. Using a customer-centric and highly collaborative technical selling approach, the Company places particular emphasis on creating unique solutions for challenging and/or demanding applications. The Company intends to grow in attractive market sectors around the world, emphasizing those spaces that are highly fragmented, demand high service and value the reliability and efficiency offered by Timken products. The Company also targets applications that offer significant aftermarket demand, thereby providing product and services revenue throughout the equipment’s lifetime.
Operational Excellence. Timken operates with a relentless drive for exceptional results and a passion for superior execution. The Company embraces a continuous improvement culture that is charged with increasing efficiency, lowering costs, eliminating waste, increasing cash flow, driving organizational advancement and agility, and building greater brand equity to fuel growth. This requires the Company’s ongoing commitment to attract, retain and develop the best talent across the world.
Capital Deployment to Drive Shareholder Value. The Company is focused on providing the highest returns for shareholders through its capital allocation framework, which includes: (1) investing in the core business through capital expenditures, research and development and initiatives to drive profitable organic growth; (2) pursuing strategic acquisitions to broaden its portfolio and capabilities across diverse markets, with a focus on engineered bearings, industrial motion products and related services; (3) returning capital to shareholders through dividends and share repurchases; and (4) maintaining a strong balance sheet and sufficient liquidity. As part of this framework, the Company may also restructure, reposition or divest underperforming product lines or assets.
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Overview:
Three Months Ended
September 30,
2025 2024 $ Change % Change
Net sales $ 1,157.1 $ 1,126.8 $ 30.3 2.7 %
Net income 74.3 87.6 (13.3) (15.2 %)
Net income attributable to noncontrolling interest 5.0 5.8 (0.8) (13.8 %)
Net income attributable to The Timken Company $ 69.3 $ 81.8 $ (12.5) (15.3 %)
Diluted earnings per share $ 0.99 $ 1.16 $ (0.17) (14.7 %)
Average number of shares – diluted 70,107,191 70,663,741 — (0.8 %)
Nine Months Ended
September 30,
2025 2024 $ Change % Change
Net sales $ 3,470.8 $ 3,499.4 $ (28.6) (0.8 %)
Net income 251.4 300.2 (48.8) (16.3 %)
Net income attributable to noncontrolling interest 25.3 18.7 6.6 35.3 %
Net income attributable to The Timken Company $ 226.1 $ 281.5 $ (55.4) (19.7 %)
Diluted earnings per share $ 3.22 $ 3.98 $ (0.76) (19.1 %)
Average number of shares – diluted 70,233,259 70,793,086 — (0.8 %)
Net sales increased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024. The increase was primarily driven by favorable pricing, the favorable impact of foreign currency and the benefit of acquisitions, partially offset by lower end-market demand in the Industrial Motion segment. Net sales decreased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. The decrease was primarily driven by lower end-market demand in both segments and the unfavorable impact of foreign currency, partially offset by the benefit of acquisitions and favorable pricing.
Net income decreased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024 primarily due to incremental tariff costs and a gain on the sale of real estate in 2024 that did not repeat in 2025, partially offset by favorable pricing. Net income decreased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 primarily due to lower volume, incremental tariff costs, higher manufacturing costs, a gain on the sale of real estate in 2024 that did not repeat in 2025 and higher restructuring costs, partially offset by favorable pricing, lower tax expense, the benefit of acquisitions and lower net interest expense.
Outlook:
Throughout 2025, the United States government announced the imposition of import tariffs on all countries. The baseline reciprocal tariff is 10%, with higher tariffs imposed on certain countries like China, Mexico and Canada, and sectors like steel, aluminum and automotive. The Company is taking steps to mitigate the increased costs from incremental tariffs through pricing, surcharges and other actions. Timken is also monitoring the impact that tariffs could have on global economic demand. The Company currently anticipates that tariffs and the related macroeconomic effects will adversely impact operating income in 2025.
As a result, the Company expects 2025 full-year revenues to be down approximately 0.75% compared to 2024, primarily driven by lower demand across both segments, partially offset by favorable pricing, the benefit of acquisitions completed during 2024 and the favorable impact of foreign currency rate changes. The Company's earnings are expected to be down in 2025 compared with 2024, primarily due to the impact of lower organic sales volume, unfavorable mix, incremental tariff costs and a gain on the sale of real estate in 2024 that did not repeat in 2025, offset partially by favorable pricing, lower operating costs and the favorable impact of acquisitions.
The Company expects to generate a higher amount of cash from operating activities in 2025 compared to 2024, driven by improved working capital performance and lower cash taxes, partially offset by higher pension and other postretirement benefit contributions and payments. The Company expects capital expenditures in 2025 to be in the range of 3.5% of sales.
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THE STATEMENT OF INCOME
Operating Income:
Three Months Ended
September 30,
2025 2024 $ Change Change
Net sales $ 1,157.1 $ 1,126.8 $ 30.3 2.7%
Cost of products sold 808.1 782.4 25.7 3.3%
Selling, general and administrative expenses 186.4 189.7 (3.3) (1.7%)
Amortization of intangible assets 20.2 19.7 0.5 2.5%
Impairment and restructuring charges 3.0 2.5 0.5 20.0%
Gain on sale of real estate — (13.8) 13.8 NM
Operating income $ 139.4 $ 146.3 $ (6.9) (4.7%)
Operating income % to net sales 12.0 % 13.0 % (100) bps
Nine Months Ended
September 30,
2025 2024 $ Change Change
Net sales $ 3,470.8 $ 3,499.4 $ (28.6) (0.8%)
Cost of products sold 2,402.8 2,383.8 19.0 0.8%
Selling, general and administrative expenses 560.9 564.5 (3.6) (0.6%)
Amortization of intangible assets 59.1 58.7 0.4 0.7%
Impairment and restructuring charges 16.8 8.1 8.7 107.4%
Gain on sale of real estate — (13.8) 13.8 NM
Operating income $ 431.2 $ 498.1 $ (66.9) (13.4%)
Operating income % to net sales 12.4 % 14.2 % (180) bps
Net sales increased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024. The increase was driven by the favorable impact of foreign currency exchange rate changes of $12 million, the favorable impact of acquisitions of $11 million, and higher organic revenue of $7 million. Net sales decreased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. The decrease was driven by lower organic revenue of $60 million and the unfavorable impact of foreign currency exchange rate changes of $6 million, partially offset by the favorable impact of acquisitions of $38 million.
Operating income decreased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024, due to incremental tariff costs and the gain on the sale of a former bearing manufacturing plant in the three months ended September 30, 2024, partially offset by favorable pricing and lower material and logistics costs. Operating income decreased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024, due to the impact of lower volume, incremental tariff costs, and higher manufacturing costs, partially offset by favorable pricing.
• Cost of products sold increased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024, due to incremental tariff costs of $20 million, unfavorable foreign currency exchange rate changes of $12 million and the incremental cost of goods sold from acquisitions of $7 million, partially offset by favorable material and logistics costs of $8 million and the impact of lower production volume of $4 million. Cost of products sold increased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024, due to incremental tariff costs of $35 million, incremental cost of goods sold from acquisitions of $17 million and higher manufacturing costs of $6 million, partially offset by the impact of lower production volume of $28 million and favorable material and logistics costs of $11 million.
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• Selling, general and administrative ("SG&A") expenses decreased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024, primarily due to lower bad debt expense and professional services expenses, partially offset by the unfavorable impact from currency and higher CEO transition expenses. SG&A expenses decreased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024, due to decreased discretionary spending, reduced employee compensation and lower bad debt expense, partially offset by the impact of acquisitions and higher CEO transition expenses.
• Impairment and restructuring charges were higher for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024, primarily due to severance and other costs related to the CEO transition during the nine months ended September 30, 2025.
• Gain on sale of real estate for the three and nine months ended September 30, 2024 was due to the sale of the Company's former bearing manufacturing plant in Gaffney, South Carolina. The Company received $16.0 million in cash proceeds for the Gaffney plant and recognized a pretax gain of $13.8 million on the sale.
Interest Income and Expense:
Three Months Ended
September 30,
2025 2024 $ Change % Change
Interest expense $ (27.3) $ (30.3) $ 3.0 (9.9 %)
Interest income 2.4 3.4 (1.0) (29.4 %)
Interest expense, net $ (24.9) $ (26.9) $ 2.0 (7.4 %)
Nine Months Ended
September 30,
2025 2024 $ Change % Change
Interest expense $ (83.6) $ (97.1) $ 13.5 (13.9 %)
Interest income 7.7 11.3 (3.6) (31.9 %)
Interest expense, net $ (75.9) $ (85.8) $ 9.9 (11.5 %)
The decrease in interest expense for the three and nine months ended September 30, 2025 compared with the three and nine months ended September 30, 2024 was primarily due to lower average debt levels and lower interest rates.
Other Income (Expense):
Three Months Ended
September 30,
2025 2024 $ Change % Change
Non-service pension and other postretirement expense $ (1.3) $ (0.9) $ (0.4) 44.4 %
Other expense, net (5.7) (6.3) 0.6 (9.5 %)
Total other expense, net $ (7.0) $ (7.2) $ 0.2 (2.8 %)
Nine Months Ended
September 30,
2025 2024 $ Change % Change
Non-service pension and other postretirement expense $ (3.7) $ (2.9) $ (0.8) 27.6 %
Other expense, net (9.4) (6.0) (3.4) 56.7 %
Total other expense, net $ (13.1) $ (8.9) $ (4.2) 47.2 %
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Income Tax Expense:
Three Months Ended
September 30,
2025 2024 $ Change Change
Provision for income taxes $ 33.2 $ 24.6 $ 8.6 35.0 %
Effective tax rate 30.9 % 21.9 % 900 bps
Nine Months Ended
September 30,
2025 2024 $ Change Change
Provision for income taxes $ 90.8 $ 103.2 $ (12.4) (12.0 %)
Effective tax rate 26.5 % 25.6 % 90 bps
Income tax expense increased $8.6 million for the three months ended September 30, 2025 compared with the three months ended September 30, 2024 primarily due to the discrete impact of withholding taxes on dividend distributions in 2025. This was partially offset by lower pre-tax earnings.
Income tax expense decreased $12.4 million for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 primarily due to lower pre-tax earnings and a decrease in the mix of earnings in Non-U.S. jurisdictions with relatively higher tax rates. This was partially offset by the net unfavorable impact of discrete items in comparison to the year ago period.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through future years. The Company has included the impact on its Consolidated Financial Statements and the impact was not material to the Company's results of operations and financial condition.
Refer to Note 5 - Income Taxes in the Notes to the Consolidated Financial Statements for more information on the computation of the income tax expense in interim periods.
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BUSINESS SEGMENTS
The Company's reportable segments are product-based business groups that serve customers in diverse industrial markets. The primary measurement used by management to measure the financial performance of each segment is adjusted EBITDA. Refer to Note 3 - Segment Information in the Notes to the Consolidated Financial Statements for the reconciliation of adjusted EBITDA by segment to consolidated income before income taxes.
The presentation of segment results below includes a reconciliation of the changes in net sales for each segment reported in accordance with U.S. GAAP to net sales adjusted to remove the effects of the acquisitions completed in 2024 and foreign currency exchange rate changes. The effects of acquisitions and foreign currency exchange rate changes on net sales are removed to allow investors and the Company to meaningfully evaluate the percentage change in net sales on a comparable basis from period to period.
The following item highlights the Company's acquisition completed in 2024:
• The Company acquired CGI, Inc. ("CGI") during the third quarter of 2024. Results for CGI are reported in the Industrial Motion segment.
Engineered Bearings Segment:
Three Months Ended
September 30,
2025 2024 $ Change Change
Net sales $ 765.8 $ 740.7 $ 25.1 3.4 %
Cost of products sold (542.9) (526.0) (16.9) 3.2 %
Selling, general and administrative expenses (104.0) (103.0) (1.0) 1.0 %
Other segment items 0.2 2.1 (1.9) (90.5 %)
Depreciation and amortization 25.1 24.6 0.5 2.0 %
Adjusted EBITDA $ 144.2 $ 138.4 $ 5.8 4.2 %
Adjusted EBITDA margin 18.8 % 18.7 % 10 bps
Three Months Ended
September 30,
2025 2024 $ Change % Change
Net sales $ 765.8 $ 740.7 $ 25.1 3.4 %
Less: Currency 4.9 — 4.9 NM
Net sales, excluding the impact of currency $ 760.9 $ 740.7 $ 20.2 2.7 %
Nine Months Ended
September 30,
2025 2024 $ Change Change
Net sales $ 2,303.9 $ 2,326.6 $ (22.7) (1.0 %)
Cost of products sold (1,612.2) (1,604.9) (7.3) 0.5 %
Selling, general and administrative expenses (309.7) (314.4) 4.7 (1.5 %)
Other segment items 1.7 6.5 (4.8) (73.8 %)
Depreciation and amortization 73.1 72.2 0.9 1.2 %
Adjusted EBITDA $ 456.8 $ 486.0 $ (29.2) (6.0 %)
Adjusted EBITDA margin 19.8 % 20.9 % (110) bps
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Nine Months Ended
September 30,
2025 2024 $ Change % Change
Net sales $ 2,303.9 $ 2,326.6 $ (22.7) (1.0 %)
Less: Currency (14.3) — (14.3) NM
Net sales, excluding the impact of currency $ 2,318.2 $ 2,326.6 $ (8.4) (0.4 %)
The Engineered Bearings segment's net sales, excluding the effects of foreign currency exchange rate changes, increased $20.2 million or 2.7% in the three months ended September 30, 2025 compared with the three months ended September 30, 2024. The increase was primarily driven by higher pricing and higher renewable energy demand. Adjusted EBITDA for the Engineered Bearings segment increased for the three months ended September 30, 2025 by $5.8 million or 4.2% compared with the three months ended September 30, 2024, due to favorable pricing and lower material and logistics costs, partially offset by the unfavorable impact of tariffs.
• Cost of products sold increased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024 due to incremental tariff costs of $17 million, unfavorable foreign currency exchange rate changes and the impact of higher production volume, partially offset by lower material and logistics costs of $11 million.
The Engineered Bearings segment's net sales, excluding the effects of foreign currency exchange rate changes, decreased $8.4 million or 0.4% in the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. The decrease was primarily driven by lower demand across most market sectors, with the auto/truck and heavy industry sectors posting the largest declines, partially offset by higher renewable energy demand and favorable pricing. Adjusted EBITDA for the Engineered Bearings segment decreased for the nine months ended September 30, 2025 by $29.2 million or 6.0% compared with the nine months ended September 30, 2024, due to the unfavorable impact of tariffs, lower volume, unfavorable foreign currency exchange rate changes, and higher manufacturing costs, partially offset by lower material and logistics costs and favorable pricing.
• Cost of products sold increased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 due to incremental tariff costs of $29 million, partially offset by lower material and logistics costs of $15 million and the impact of favorable foreign currency exchange rate changes of $6 million.
• SG&A expenses decreased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 driven primarily by reduced discretionary spending.
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Industrial Motion Segment:
Three Months Ended
September 30,
2025 2024 $ Change Change
Net sales $ 391.3 $ 386.1 $ 5.2 1.3 %
Cost of products sold (263.5) (253.7) (9.8) 3.9 %
Selling, general and administrative expenses (65.8) (69.0) 3.2 (4.6 %)
Other segment items (0.2) (0.3) 0.1 (33.3 %)
Depreciation and amortization 12.7 11.1 1.6 14.4 %
Adjusted EBITDA $ 74.5 $ 74.2 $ 0.3 0.4 %
Adjusted EBITDA margin 19.0 % 19.2 % (20) bps
Three Months Ended
September 30,
2025 2024 $ Change % Change
Net sales $ 391.3 $ 386.1 $ 5.2 1.3 %
Less: Acquisitions 11.3 — 11.3 NM
Currency 7.3 — 7.3 NM
Net sales, excluding the impact of acquisitions
and currency $ 372.7 $ 386.1 $ (13.4) (3.5 %)
Nine Months Ended
September 30,
2025 2024 $ Change Change
Net sales $ 1,166.9 $ 1,172.8 $ (5.9) (0.5 %)
Cost of products sold (785.2) (765.2) (20.0) 2.6 %
Selling, general and administrative expenses (204.6) (204.0) (0.6) 0.3 %
Other segment items (0.2) (0.3) 0.1 (33.3 %)
Depreciation and amortization 37.3 32.7 4.6 14.1 %
Adjusted EBITDA $ 214.2 $ 236.0 $ (21.8) (9.2 %)
Adjusted EBITDA margin 18.4 % 20.1 % (170) bps
Nine Months Ended
September 30,
2025 2024 $ Change % Change
Net sales $ 1,166.9 $ 1,172.8 $ (5.9) (0.5 %)
Less: Acquisitions 37.6 — 37.6 NM
Currency 8.0 — 8.0 NM
Net sales, excluding the impact of acquisitions
and currency $ 1,121.3 $ 1,172.8 $ (51.5) (4.4 %)
The Industrial Motion segment's net sales, excluding the effects of acquisitions and foreign currency exchange rate changes, decreased $13.4 million or 3.5% in the three months ended September 30, 2025 compared with the three months ended September 30, 2024. The decrease reflects lower demand, driven primarily by lower renewable energy and industrial services demand, partially offset by higher pricing. Adjusted EBITDA increased $0.3 million or 0.4% for the three months ended September 30, 2025 compared with the three months ended September 30, 2024. Favorable price/mix, lower SG&A expenses, and the benefit of acquisitions were partially offset by lower volume and incremental tariff costs.
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• Cost of products sold increased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024 due to the incremental cost of goods sold from acquisitions of $8 million, unfavorable foreign currency exchange rate changes of $5 million, higher material and logistics costs and incremental tariff costs, partially offset by the impact of lower production volume of $9 million.
• SG&A expenses decreased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024 primarily due to reduced bad debt expense.
The Industrial Motion segment's net sales, excluding the effects of acquisitions and foreign currency exchange rate changes, decreased $51.5 million or 4.4% in the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. The decrease reflects lower demand across most platforms, with industrial services, belts and chain, and lubrication systems experiencing the largest declines. Adjusted EBITDA decreased $21.8 million or 9.2% for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 due to the impact of lower volume, higher manufacturing costs, and the incremental costs of tariffs, partially offset by favorable pricing and the benefit of acquisitions.
• Cost of products sold increased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 due to the incremental cost of goods sold from acquisitions of $25 million, unfavorable foreign currency exchange rate changes of $6 million, incremental tariff costs of $6 million, higher manufacturing costs of $5 million and higher material and logistics cost (net), partially offset by the impact of lower production volume of $26 million.
Unallocated Corporate
Three Months Ended
September 30,
2025 2024 $ Change Change
Unallocated corporate expense $ (17.0) $ (22.6) $ 5.6 (24.8 %)
Unallocated corporate expense % to net sales (1.5 %) (2.0 %) 50 bps
Nine Months Ended
September 30,
2025 2024 $ Change Change
Unallocated corporate expense $ (53.0) $ (55.4) $ 2.4 (4.3 %)
Unallocated corporate expense % to net sales (1.5 %) (1.6 %) 10 bps
Unallocated corporate expense decreased for the three and nine months ended September 30, 2025 compared with the three and nine months ended September 30, 2024 primarily due to lower foreign currency exchange losses and reduced corporate compensation expenses, partially offset by higher charitable donations.
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CASH FLOW
Nine Months Ended
September 30,
2025 2024 $ Change
Net cash provided by operating activities $ 371.0 $ 297.1 $ 73.9
Net cash used in investing activities (107.1) (250.0) 142.9
Net cash used in financing activities (206.8) (54.2) (152.6)
Effect of exchange rate changes on cash 20.8 1.2 19.6
Increase (decrease) in cash and cash equivalents
and restricted cash $ 77.9 $ (5.9) $ 83.8
Op erating Activities:
The increase in net cash provided by operating activities for the first nine months of 2025 compared with the first nine months of 2024 was primarily due to the favorable impact of working capital items of $99.1 million and the favorable impact of income taxes on cash of $10.9 million, partially offset by a decrease in net income of $48.8 million. Refer to the tables below for additional detail of the impact of each line item on net cash provided by operating activities.
The following table displays the impact of working capital items on cash during the first nine months of 2025 and 2024:
Nine Months Ended
September 30,
2025 2024 $ Change
Cash (used in) provided by:
Accounts receivable $ (64.0) $ (88.5) $ 24.5
Unbilled receivables (19.8) (18.3) (1.5)
Inventories 13.2 (12.5) 25.7
Trade accounts payable 21.5 (16.7) 38.2
Other accrued expenses 23.3 11.1 12.2
Cash used in working capital items $ (25.8) $ (124.9) $ 99.1
The following table displays the impact of income taxes on cash during the first nine months of 2025 and 2024:
Nine Months Ended
September 30,
2025 2024 $ Change
Accrued income tax expense $ 90.8 $ 103.2 $ (12.4)
Income tax payments (108.9) (132.5) 23.6
Other items — 0.3 (0.3)
Change in income taxes $ (18.1) $ (29.0) $ 10.9
Investing Activities:
The decrease in net cash used in investing activities for the first nine months of 2025 compared with the first nine months of 2024 was due to a decrease in cash used for acquisitions of $167.7 million, partially offset by an increase in cash used for the net increase in short-term marketable securities of $20.7 million.
Financing Activities:
The change in net cash used in financing activities for the first nine months of 2025 compared with the first nine months of 2024 was due to proceeds received from the sale of shares of TIL in 2024 of $232.3 million that did not repeat in 2025, as well as an increase in the purchase of treasury shares of $14.3 million and an increase in dividends paid to non-controlling shareholders of $13.9 million, partially offset by the favorable change in net debt borrowings/payments of $107.2 million.
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LIQUIDITY AND CAPITAL RESOURCES
Reconciliation of total debt to net debt and the ratio of net debt to capital:
Net Debt:
September 30,
2025 December 31,
2024
Short-term debt, including current portion of long-term debt $ 21.4 $ 13.0
Long-term debt 2,091.4 2,049.7
Total debt $ 2,112.8 $ 2,062.7
Less: Cash and cash equivalents 449.1 373.2
Net debt $ 1,663.7 $ 1,689.5
Ratio of Net Debt to Capital:
September 30,
2025 December 31,
2024
Net debt $ 1,663.7 $ 1,689.5
Total equity 3,296.8 2,984.1
Net debt plus total equity (capital) $ 4,960.5 $ 4,673.6
Ratio of net debt to capital 33.5 % 36.1 %
The Company presents net debt because it believes net debt is more representative of the Company's financial position than total debt due to the amount of cash and cash equivalents held by the Company and the ability to utilize such cash and cash equivalents to reduce debt if needed.
At September 30, 2025, the Company had strong liquidity with $449.1 million of cash and cash equivalents on the Consolidated Balance Sheet, as well as $850.0 million available under committed credit lines. Of the $449.1 million of cash and cash equivalents, $419.6 million resided in jurisdictions outside the United States. Repatriation of non-U.S. cash could be subject to taxes and some portion may be subject to governmental restrictions. Part of the Company's strategy is to grow in attractive market sectors, many of which are outside the United States. This strategy includes making investments in facilities, equipment and potential new acquisitions. The Company plans to fund these investments, as well as meet working capital requirements, with cash and cash equivalents and unused lines of credit within the geographic location of these investments where feasible.
On December 5, 2022, the Company entered into the Credit Agreement, which is comprised of a $750.0 million Senior Credit Facility and a $400.0 million 2027 Term Loan that each mature on December 5, 2027. The interest rates under the Credit Agreement are based on SOFR for U.S. dollar borrowings. At September 30, 2025, the Company had no outstanding borrowings under the Senior Credit Facility. The Credit Agreement has two defined financial covenants: a consolidated net leverage ratio and a consolidated interest coverage ratio. The maximum consolidated net leverage ratio permitted under the Senior Credit Facility is 3.5 to 1.0. As of September 30, 2025, the Company's consolidated net leverage ratio was 2.13 to 1.0. The minimum consolidated interest coverage ratio permitted under the Senior Credit Facility is 3.0 to 1.0. As of September 30, 2025, the Company's consolidated interest coverage ratio was 7.76 to 1.0.
The interest rate under the Senior Credit Facility is variable with a spread based on the Company's debt rating. There were no USD or Euro borrowings during the quarter. In addition, the Company pays a facility fee based on the applicable rate, which is variable with a spread based on the Company's debt rating, multiplied by the aggregate commitments of all of the lenders under the Senior Credit Facility. As of September 30, 2025, the Company carried investment-grade credit ratings with both Moody's (Baa2) and S&P Global (BBB-).
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The Company has a $100 million Accounts Receivable Facility, which matures on November 30, 2026. The Accounts Receivable Facility is subject to certain borrowing base limitations and is secured by certain domestic trade accounts receivable of the Company. The Accounts Receivable Facility had no borrowing base limitations at September 30, 2025, and the Company had no outstanding borrowings.
Other sources of liquidity include uncommitted short-term lines of credit for certain of the Company's foreign subsidiaries, which currently provide for borrowings of up to $246.2 million. At September 30, 2025, the Company had borrowings outstanding of $12.0 million and bank guarantees of $5.1 million, which reduced the aggregate availability under these facilities to $229.1 million.
On May 23, 2024, the Company issued the 2034 Notes in the aggregate principal amount of €600 million with an interest rate of 4.13%, maturing on May 23, 2034. Proceeds from the 2034 Notes were used for the redemption of the 2024 Notes in the aggregate principal amount of $350 million that were due to mature on September 1, 2024, as well as the repayment of other debt outstanding at the time of the issuance.
At September 30, 2025, the Company was in full compliance with all applicable covenants on its outstanding debt.
The Company expects to generate a higher amount of cash from operating activities in 2025 compared to 2024, driven by improved working capital performance and lower cash taxes, partially offset by higher pension and other postretirement benefit contributions and payments. The Company expects capital expenditures in 2025 to be in the range of 3.5% of sales.
Financing Obligations and Other Commitments:
During the first nine months of 2025, the Company made cash contributions and payments of $33.7 million to its global defined benefit pension plans and $1.4 million to its other postretirement benefit plans. In 2025, the Company expects to make contributions to its global defined benefit pension plans of approximately $36 million and to make payments of approximately $2 million to its other postretirement benefit plans. Excluding actuarial gains and losses, the Company expects higher pension and other postretirement benefits expense in 2025 compared to 2024 primarily due to lower expected returns on pension plan assets and higher interest expense.
The Company does not have any off-balance sheet arrangements with unconsolidated entities or other persons.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company's financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The Company reviews its critical accounting policies throughout the year. The Company has concluded that there have been no significant changes to its critical accounting policies or estimates, as described in its Annual Report on Form 10-K for the year ended December 31, 2024, during the nine months ended September 30, 2025.
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OTHER MATTERS
Foreign Currency:
Assets and liabilities of subsidiaries are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the reporting period. Related translation adjustments are reflected as a separate component of accumulated other comprehensive loss. Foreign currency gains and losses resulting from transactions, and the related hedging activity, are included in the Consolidated Statements of Income.
For the nine months ended September 30, 2025, the Company recorded positive foreign currency translation adjustments of $199.7 million that increased shareholders' equity, compared with negative foreign currency translation adjustments of $0.2 million that decreased shareholders' equity for the nine months ended September 30, 2024. The foreign currency translation adjustments for the nine months ended September 30, 2025 were impacted by the weakening of the U.S. dollar relative to other foreign currencies, including the Euro, the Chinese Renminbi, the Mexican Peso and the Romanian Leu.
Foreign currency exchange gains and losses, net of hedging activity, resulting from transactions included in the Company's operating results for the three months ended September 30, 2025 totaled $4.9 million of net losses, compared with $6.3 million of net losses during the three months ended September 30, 2024. Foreign currency exchange gains and losses, net of hedging activity, resulting from transactions included in the Company's operating results for the nine months ended September 30, 2025 totaled $8.1 million of net losses, compared with $9.9 million of net losses during the nine months ended September 30, 2024.
CEO Transition:
On September 5, 2024, the Company's Board appointed Tarak B. Mehta President and CEO and appointed Richard G. Kyle Advisor to the CEO. Mr. Mehta succeeded Mr. Kyle, who had served as Timken’s President and CEO since 2014. On March 31, 2025, Timken announced that the Company and Mr. Mehta had mutually agreed that Mr. Mehta would depart from the Company, including resigning as a member of the Company’s Board, effective immediately. The Company also announced that the Board had appointed Mr. Kyle as the interim President and CEO of the Company. On September 1, 2025, the Company's Board appointed Lucian Boldea President and CEO and appointed Mr. Kyle Advisor to the CEO.
During the three months ended March 31, 2025, the Company recorded severance of $9.3 million, plus related taxes, for Mr. Mehta's settlement arrangement and release of claims for his termination without cause. Approximately two-thirds of this amount is expected to be paid in 2025, with the remaining amounts paid in 2026 and 2027. In addition, the Company recorded incremental stock compensation expense related to stock compensation awards issued to Mr. Kyle during the nine months ended September 30, 2025, as well as other one-time costs associated with the transition in 2025.
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NON-GAAP MEASURES
Supplemental Non-GAAP Measures:
In addition to results reported in accordance with U.S. GAAP, the Company provides information on non-GAAP financial measures. These non-GAAP financial measures include adjusted net income, adjusted earnings per share, adjusted EBITDA and adjusted EBITDA margins, ratio of net debt to adjusted EBITDA (for the trailing 12 months), net debt, ratio of net debt to capital, free cash flow and return on invested capital. This information is intended to supplement GAAP financial measures and is not intended to replace GAAP financial measures. Net debt and the ratio of net debt to capital is disclosed in the "Liquidity and Capital Resources" section of Management's Discussion and Analysis of Financial Condition and Results of Operations.
Adjusted Net Income and Adjusted EBITDA:
Adjusted net income and adjusted earnings per share represent net income attributable to The Timken Company and diluted earnings per share, respectively, adjusted for the amortization of intangible assets related to acquisitions, impairment, restructuring and reorganization charges, acquisition costs, including transaction costs and the amortization of the inventory step-up, property losses and recoveries, actuarial gains and losses associated with the remeasurement of the Company's defined benefit pension and other postretirement benefit plans, gains and losses on the sale of real estate, gains and losses on divestitures, the income tax impact of these adjustments, as well as other discrete income tax items, and other items from time to time that are not part of the Company's core operations. Management believes adjusted net income and adjusted earnings per share are useful to investors as they are representative of the Company's core operations and are used in the management of the business.
Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, adjusted for items that are not part of the Company's core operations. These items include impairment, restructuring and reorganization charges, acquisition costs, including transaction costs and the amortization of the inventory step-up, property losses and recoveries, actuarial gains and losses associated with the remeasurement of the Company's defined benefit pension and other postretirement benefit plans, gains and losses on the sale of real estate, gains and losses on divestitures, and other items from time to time that are not part of the Company's core operations. Management believes adjusted EBITDA is useful to investors as it is representative of the Company's core operations and is used in the management of the business, including decisions concerning the allocation of resources and assessment of performance.
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Reconciliation of net income attributable to The Timken Company to adjusted net income, adjusted EBITDA and adjusted EBITDA Margin:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Net Sales $ 1,157.1 $ 1,126.8 $ 3,470.8 $ 3,499.4
Net Income Attributable to The Timken Company 69.3 81.8 226.1 281.5
Net Income Attributable to The Timken Company
as a Percentage of Sales 6.0 % 7.3 % 6.5 % 8.0 %
Adjustments:
Acquisition intangible amortization 20.2 19.7 59.1 58.7
Impairment, restructuring and reorganization charges (1)
4.8 3.4 13.0 12.8
Acquisition-related charges (2)
— 3.1 — 10.8
Gain on sale of certain assets (3)
(0.5) (13.8) (1.8) (14.7)
CEO transition expenses (4)
6.7 1.5 18.5 2.7
Property losses and related expenses (5)
— 0.9 — 1.1
Noncontrolling interest of above adjustments — (0.1) 4.8 (0.2)
Provision for income taxes (8)
(4.3) (9.5) (25.6) (24.8)
Adjusted Net Income $ 96.2 $ 87.0 $ 294.1 $ 327.9
Net income attributable to noncontrolling interest 5.0 5.8 25.3 18.7
Provision for income taxes (as reported) 33.2 24.6 90.8 103.2
Interest expense 27.3 30.3 83.6 97.1
Interest income (2.4) (3.4) (7.7) (11.3)
Depreciation and amortization expense (6)
58.3 55.8 170.2 164.7
Less: Acquisition intangible amortization 20.2 19.7 59.1 58.7
Less: Noncontrolling interest (7)
— (0.1) 4.8 (0.2)
Less: Provision for income taxes (8)
(4.3) (9.5) (25.6) (24.8)
Adjusted EBITDA $ 201.7 $ 190.0 $ 618.0 $ 666.6
Adjusted EBITDA Margin (% of net sales) 17.4 % 16.9 % 17.8 % 19.0 %
(1) Impairment, restructuring and reorganization charges (including items recorded in cost of products sold) relate to: (i) plant closures; (ii) the rationalization of certain plants; (iii) severance related to cost reduction initiatives; and (iv) impairment of assets. The Company re-assesses its operating footprint and cost structure periodically, and makes adjustments as needed that result in restructuring charges. However, management believes these actions are not representative of the Company’s core operations.
(2) Acquisition-related charges represent deal-related expenses associated with completed transactions and any resulting inventory step-up impact.
(3) Represents the net gain resulting from the sale of certain assets. Gain on sale of certain assets for the third quarter 2024 included a $13.8 million gain related to the sale of the Gaffney, South Carolina plant .
(4) On August 22, 2025, the Company announced the appointment of Lucian Boldea as President and CEO, effective September 1, 2025, and that Richard G. Kyle would retire from the role of interim President and CEO. On March 31, 2025, the Company announced that Tarak B. Mehta, President and CEO of the Company would be departing from the Company, effective immediately, and Mr. Kyle would be serving as interim President and CEO. CEO transition expenses primarily relate to the cost of the settlement agreement with Mr. Mehta in connection with his departure, net of the impact for stock awards forfeited, the acceleration of certain stock compensation awards issued to Mr. Kyle, and other one-time costs associated with the transition in 2025. During 2024, the Company announced that Mr. Kyle, President and CEO of the Company would be retiring from his position as CEO as of February 15, 2025, and that Mr. Mehta would be appointed President and CEO on September 5, 2024. CEO transition expenses for 2024 relate to the acceleration of certain stock compensation awards for Mr. Kyle and other one-time costs associated with the transition in 2024.
(5) Represents property loss and related expenses incurred during the periods presented resulting from property loss that occurred during the second quarter of 2024 at one of the Company's plants in Slovakia.
(6) Depreciation and amortization shown excludes depreciation recognized in reorganization charges, if any.
(7) Represents the noncontrolling interest impact of the adjustments listed above, as well as the reversal of uncertain tax positions related to TIL.
(8) Provision for income taxes includes the net tax impact on pre-tax adjustments (listed above), the impact of discrete tax items recorded during the respective periods as well as other adjustments to reflect the use of one overall effective tax rate on adjusted pre-tax income in interim periods.
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Diluted earnings and adjusted earnings per share in the table below are based on net income attributable to The Timken Company and adjusted net income, respectively, in the table above.
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Diluted earnings per share (EPS) $ 0.99 $ 1.16 $ 3.22 $ 3.98
Adjusted EPS $ 1.37 $ 1.23 $ 4.19 $ 4.63
Diluted Shares 70,107,191 70,663,741 70,233,259 70,793,086
Free Cash Flow:
Free cash flow represents net cash provided by operating activities less capital expenditures. Management believes free cash flow is useful to investors because it is a meaningful indicator of cash generated from operating activities available for the execution of its business strategy.
Reconciliation of net cash provided by operating activities to free cash flow:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Net cash provided by operating activities $ 201.1 $ 123.2 $ 371.0 $ 297.1
Capital expenditures (37.3) (35.0) (105.6) (116.4)
Free cash flow $ 163.8 $ 88.2 $ 265.4 $ 180.7
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Ratio of Net Debt to Adjusted EBITDA:
The ratio of net debt to adjusted EBITDA for the trailing twelve months represents total debt less cash and cash equivalents divided by adjusted EBITDA for the trailing twelve months. The Company presents net debt to adjusted EBITDA because it believes it is more representative of the Company's financial position as it is reflective of the Company's ability to cover its net debt obligations with results from its core operations. Net income for the trailing twelve months ended September 30, 2025 and December 31, 2024 was $326.5 million and $375.3 million, respectively. Net debt to adjusted EBITDA for the trailing twelve months was 2.1 and 2.0 at September 30, 2025 and December 31, 2024, respectively.
Reconciliation of Net income to Adjusted EBITDA for the trailing twelve months:
Twelve Months Ended
September 30,
2025 December 31,
2024
Net income $ 326.5 $ 375.3
Provision for income taxes 106.5 118.9
Interest expense 111.6 125.1
Interest income (11.3) (14.9)
Depreciation and amortization 227.1 221.8
Consolidated EBITDA 760.4 826.2
Adjustments:
Impairment, restructuring and reorganization charges (1)
$ 18.2 $ 17.8
Corporate pension and other postretirement benefit related income (2)
(1.3) (1.3)
Acquisition-related charges (3)
2.2 13.0
Gain on sale of certain assets (4)
(1.8) (14.7)
Property losses and related expenses (5)
0.1 1.2
CEO transition expenses (6)
19.5 3.7
Tax indemnification and related items (1.1) (1.1)
Total adjustments 35.8 18.6
Adjusted EBITDA $ 796.2 $ 844.8
Net Debt $ 1,663.7 $ 1,689.5
Ratio of Net Debt to Adjusted EBITDA 2.1 2.0
(1) Impairment, restructuring and reorganization charges (including items recorded in cost of products sold) relate to: (i) plant closures; (ii) the rationalization of certain plants; (iii) severance related to cost reduction initiatives; and (iv) impairment of assets. The Company re-assesses its operating footprint and cost structure periodically, and makes adjustments as needed that result in restructuring charges. However, management believes these actions are not representative of the Company’s core operations.
(2) Corporate pension and other postretirement benefit related income represents actuarial gains that resulted from the remeasurement of plan assets and obligations as a result of changes in assumptions or experience. The Company recognizes actuarial gains and losses in connection with the annual remeasurement in the fourth quarter, or if specific events trigger a remeasurement.
(3) Acquisition-related charges represent deal-related expenses associated with completed transactions and any resulting inventory step-up impact.
(4) Represents the net gain resulting from sale of certain assets. Gain on sale of certain assets for the third quarter of 2024 included a $13.8 million gain related to the sale of the Gaffney, South Carolina plant.
(5) Represents property loss and related expenses incurred during the periods presented resulting from property loss that occurred during the second quarter of 2024 at one of the Company's plants in Slovakia.
(6) On August 22, 2025, the Company announced the appointment of Lucian Boldea as President and CEO, effective September 1, 2025, and that Richard G. Kyle would retire from the role of interim President and CEO. On March 31, 2025, the Company announced that Tarak B. Mehta, President and CEO of the Company would be departing from the Company, effective immediately, and Mr. Kyle would be serving as interim President and CEO. CEO transition expenses for the twelve months ended September 30, 2025, primarily relate to the cost of the settlement agreement with Mr. Mehta in connection with his departure, net of the impact for stock awards forfeited, the acceleration of certain stock compensation awards issued to Mr. Kyle, and other one-time costs associated with the transition in 2025. During 2024, the Company announced that Mr. Kyle, President and CEO of the Company would be retiring from his position as CEO as of February 15, 2025, and that Mr. Mehta would be appointed President and CEO on September 5, 2024. CEO transition expenses for 2024 relate to the acceleration of certain stock compensation awards for Mr. Kyle and other one-time costs associated with the transition in 2024.
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FORWARD-LOOKING STATEMENTS
Certain statements set forth in this Form 10-Q and in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 that are not historical in nature (including the Company's forecasts, beliefs and expectations) are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, Management’s Discussion and Analysis contains numerous forward-looking statements. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “outlook,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Form 10-Q. The Company cautions readers that actual results may differ materially from those expressed or implied in forward-looking statements made by or on behalf of the Company due to a variety of factors, such as:
• deterioration in world economic conditions, or in economic conditions in any of the geographic regions in which the Company or its customers or suppliers conduct business, including adverse effects from a global economic slowdown or recession, pandemics, epidemics or other public health concerns, terrorism, or hostilities. This includes: political risks associated with the potential instability of governments and legal systems in countries in which the Company or its customers or suppliers conduct business, changes in currency valuations, additional costs, taxes and restrictions related to repatriation of cash in international jurisdictions, strained geopolitical relations between countries in which we have significant operations, and recent world events that have increased macroeconomic risks posed by international trade disputes, tariffs and sanctions;
• negative impacts to the Company's business, results of operations, financial position or liquidity, disruption to the Company's supply chains, and negative impacts to operations;
• the effects of fluctuations in customer demand on sales, product mix and prices in the industries in which the Company operates. This includes: the ability of the Company to respond to rapid changes in customer demand, disruptions to the Company's supply chain, the effects of customer or supplier bankruptcies or liquidations, the impact of changes in industrial business cycles, the ability of the Company to effectively adjust the prices for its products in response to changing dynamics, the effects of distributor inventory corrections reflecting de-stocking of the supply chain and whether conditions of fair trade continue in the Company's markets;
• competitive factors, including changes in market penetration, increasing price competition by existing or new foreign and domestic competitors, the introduction of new products or services by existing and new competitors, competition for skilled labor and new technology, such as artificial intelligence, that may impact the way the Company’s products are produced, sold or distributed;
• changes in operating costs. This includes: the effect of changes in the Company’s manufacturing processes; changes in costs associated with varying levels of operations and manufacturing capacity; availability and cost of raw materials, energy and fuel; changes in tariff rates and other costs associated with tariffs; disruptions to the Company's supply chain and logistical issues associated with port closures or delays or increased costs; changes in the expected costs associated with product warranty claims especially in industry segments with potential high claim values; changes in the global regulatory landscape (including with respect to climate change or other environmental regulations); changes resulting from inventory management and cost reduction initiatives; the effects of unplanned plant shutdowns; the effects of government-imposed restrictions, commercial requirements and Company goals associated with climate change and emissions or other sustainability initiatives; and changes in the cost of labor and benefits;
• the success of the Company’s operating plans, announced programs, initiatives and capital investments; the ability to integrate acquired companies and to address material issues both identified and not uncovered during the Company's due diligence review; and the ability of acquired companies to achieve satisfactory operating results, including results being accretive to earnings, realization of synergies and expected cash flow generation;
• the Company’s ability to maintain appropriate relations with unions or works councils that represent Company employees in certain locations in order to avoid disruptions of business;
• the continued attraction, retention and development of management, other key employees, and other skilled personnel, the successful development and execution of succession plans and management of other human capital matters;
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• unanticipated litigation, claims, investigations, remediation or assessments. This includes: claims, investigations or problems related to intellectual property, product liability or warranty, foreign export, sanctions and trade laws, government procurement regulations, competition and anti-bribery laws, climate change, PTFE, PFAS, other environmental or health and safety issues, data privacy, cybersecurity and taxes;
• the rapidly evolving global regulatory landscape and the corresponding heightened operational complexity and compliance risks;
• changes in worldwide financial and capital markets, including fluctuations in interest rates, impacting the availability of financing on satisfactory terms as a result of financial stress affecting the banking system or otherwise, which affect the Company’s cost of funds and/or ability to raise capital, as well as customer demand and the ability of customers to obtain financing to purchase the Company’s products or equipment that contain the Company’s products;
• the Company's ability to satisfy its obligations and comply with covenants under its debt agreements, maintain favorable credit ratings and its ability to renew or refinance borrowings on favorable terms;
• the impact on the Company's pension obligations and assets due to changes in interest rates, investment performance and other tactics designed to reduce risk; and
• those items identified under Item 1A. "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 or this Form 10-Q.
Additional risks relating to the Company's business, the industries in which the Company operates, or the Company's common shares may be described from time to time in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"). All of these risk factors are difficult to predict, are subject to material uncertainties that may affect actual results and may be beyond the Company's control.
Readers are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results and that the above list should not be considered to be a complete list. Except as required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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