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What changed in TIMKEN CO's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TIMKEN CO's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+237 added−237 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-20)

Top changes in TIMKEN CO's 2025 10-K

237 paragraphs added · 237 removed · 200 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

37 edited+1 added−2 removed49 unchanged
Biggest changeTimken has one of the broadest and most differentiated precision drives product portfolios in the global automation industry. These products include Cone Drive® high-torque worm gears, harmonic solutions and precision slew drives. Cone Drive products can be found in a variety of industrial end-market sectors, including solar, oil and gas, aerial platforms, automation and food and beverage.
Biggest changeThese products include Cone Drive® high-torque worm gears, harmonic solutions and precision slew drives. Cone Drive products can be found in a variety of industrial end-market sectors, including solar, oil and gas, aerial platforms, automation and food and beverage. The Company's Spinea® line features highly engineered cycloidal reduction gears and actuators.
New laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements may require Timken to incur costs, change production methods or materials, or become the basis for new or increased liabilities that could have a materially adverse effect on the Company's business, financial condition or results of operations.
New laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up or remediation requirements may require Timken to incur costs, change production methods or materials, or become the basis for new or increased liabilities that could have a materially adverse effect on the Company's business, financial condition or results of operations.
Major Customers: The Company sells products and services to a diverse customer base globally, including customers in the following market sectors: industrial distribution, renewable energy, automation, automotive original equipment ("OE"), agriculture/turf, rail, aerospace, auto/truck aftermarket, construction, services, metals and mining, heavy truck OE, and marine. No single customer accounts for more than 6% of total net sales.
Major Customers: The Company sells products and services to a diverse customer base globally, including customers in the following market sectors: industrial distribution, renewable energy, automation, automotive original equipment ("OE"), agriculture/turf, rail, aerospace, auto/truck aftermarket, construction, services, metals and mining, heavy truck OE, and marine. No single customer accounts for more than 5% of total net sales.
Research: Timken operates a network of technology and engineering centers to support its global customers with sites in North America, Europe and Asia. This network develops and delivers innovative engineered bearings and industrial motion solutions and technical services. Timken's largest technical center is located at the Company's world headquarters in North Canton, Ohio.
Research: Timken operates a network of technology and engineering centers to support its global customers with sites in North America, Europe and Asia. This network develops and delivers innovative engineered bearings and industrial motion solutions and technical services. Timken's largest technical center is located at the Company's corporate headquarters in North Canton, Ohio.
Such changes may require the Company to incur costs and such changes could form the basis for new or increased liabilities that could have a materially adverse effect on the Company’s business, financial condition or results of operations. Refer to Item 1.A Risk Factors – Risks Related to Legal, Compliance and Regulatory Matters for further discussion.
Such changes may require the Company to incur costs and such changes could form the basis for new or increased liabilities that could have a materially adverse effect on the Company’s business, financial condition or results of operations. Refer to Item 1A Risk Factors – Risks Related to Legal, Compliance and Regulatory Matters for further discussion.
Employment: At December 31, 2024, Timken had approximately 19,000 employees worldwide. Approximately 9% of Timken’s U.S. employees are covered under collective bargaining agreements. 6 Table of Contents Human Capital: The Company believes that its employees and their collective knowledge and experience are among its most valuable resources.
Employment: At December 31, 2025, Timken had approximately 19,000 employees worldwide. Approximately 9% of Timken’s U.S. employees are covered under collective bargaining agreements. 6 Table of Contents Human Capital: The Company believes that its employees and their collective knowledge and experience are among its most valuable resources.
The Company provides professional growth and learning opportunities and individualized career development to support these objectives. The Company also believes it is important to recognize and reward its employees with pay and comprehensive benefits that are competitive and equitable based on the local markets in which it operates.
The Company provides professional growth and learning opportunities and individualized career development to support these objectives. The Company also believes it is important to recognize and reward its employees with pay and comprehensive benefits that are competitive and equitable based on the Company's performance and the local markets in which it operates.
The Company's manufacturing plants are expected to have an effective environmental management system which follows the ISO 14001 principles and internal audits are performed against this standard. Where appropriate to meet or exceed customer requirements, we are certified under the formal ISO 14001 certification process.
The Company's manufacturing facilities are expected to have an effective environmental management system which follows the ISO 14001 principles and internal audits are performed against this standard. Where appropriate to meet or exceed customer requirements, we are certified under the formal ISO 14001 certification process.
These engineered products are highly customized to control movements with different variability and complexity based on the application. Rollon and Nadella products serve a wide range of industries, including passenger rail, aerospace, packaging and logistics, medical and automation. Industrial Drives.
These engineered products are highly customized to control movements with different variability and complexity based on the application, and serve a wide range of industries, including passenger rail, aerospace, packaging and logistics, medical and automation. Industrial Drives.
Compliance with Governmental Regulations: Environmental Matters The Company continues its efforts to protect the environment and comply with environmental protection laws. Additionally, it has invested in pollution control equipment and updated plant operational practices.
Compliance with Governmental Regulations: Environmental Matters The Company continues its efforts to protect the environment and comply with environmental protection laws. Additionally, it has invested in pollution control equipment and updated facility operational practices.
Various combinations of material pairs and engineered coatings improve friction management for application specific conditions. Industrial Motion Products: Linear Motion Solutions. The Company designs and manufactures a global portfolio of Rollon® and Nadella® engineered linear motion products, including linear guides, telescopic rails, linear actuators, seventh-axis robotic transfer units and gantry systems.
Various combinations of material pairs and engineered coatings improve friction management for application specific conditions. Industrial Motion Products: Linear Motion Solutions. The Company designs and manufactures a global portfolio of Rollon®, Nadella®, Rosa Sistemi® and iMS™ engineered linear motion products, including linear guides, telescopic rails, linear actuators, seventh-axis robotic transfer units and gantry systems.
This joint venture, CoLinx, LLC, includes five equity members: Timken, SKF Group, Schaeffler Group, RBC Bearings and Gates Industrial Corp. The e-business service focuses on information and business services for authorized distributors in the Engineered Bearings segment. Timken has entered into individually negotiated contracts with some of its customers.
This joint venture, CoLinx, LLC, includes five equity members: Timken, SKF Group, Schaeffler Group, RBC Bearings and Gates Industrial Corp. The e-business service focuses on information and business services for authorized distributors. Timken has entered into individually negotiated contracts with some of its customers.
The Company also purchases a variety of materials and components to produce industrial motion products, such as non-SBQ steel, synthetic rubber, fabrics, castings and plastics. The Company sources these components from various suppliers in the world market. The Company believes its supply base is adequate to support its manufacturing requirements.
The Company also purchases a variety of materials and components to produce industrial motion products, such as non-SBQ steel, aluminum, synthetic rubber, fabrics, castings and plastics. The Company sources these components from various suppliers in the global market. The Company believes its supply base is adequate to support its manufacturing requirements.
The Company is committed to providing a safe work environment and growth opportunities for its employees to learn and advance their career with the Company to promote and safeguard these key resources.
The Company is committed to providing a safe work environment and development opportunities for its employees to learn and advance their career with the Company to promote and safeguard these key resources.
This program measures performance against applicable laws, as well as against internal standards that have been established for all units worldwide. It is difficult to assess the possible effect of compliance with future requirements that differ from existing requirements.
This program measures performance against applicable laws, as well as against internal standards that have been established for facilities worldwide. It is difficult to assess the possible effect of compliance with future requirements that differ from existing requirements.
The Company's commitment to the health and safety of its employees is evidenced by its strong safety results in 2024 and 2023 shown in the charts below: *Rates calculated as (number of injuries and illnesses x 200,000) / employee hours worked per 100 full-time workers. 2024 rates represent the Company's best estimate as of the date of this report - - - represents the 2023 top quartile cutoff for U.S. metal manufacturers (North American Industry Classification System ("NAICS") code 332) that employ at least 1,000 employees, based on information provided by the U.S.
The Company's commitment to the health and safety of its employees is evidenced by its strong safety results in 2025 and 2024 shown in the charts below: *Rates calculated as (number of injuries and illnesses x 200,000) / employee hours worked. 2025 rates represent the Company's best estimate as of the date of this report - - - represents the 2023 top quartile cutoff for U.S. metal manufacturers (North American Industry Classification System ("NAICS") code 332) that employ at least 1,000 employees, based on information provided by the U.S.
Bearing remanufacturing is available for any bearing type or brand - including competitor products - and is well-suited to heavy industrial applications such as paper, metals, mining, power generation and cement; railroad locomotives, passenger cars and freight cars; and aerospace engines and gearboxes. 3 Table of Contents Sales and Distribution: Timken products are sold principally by its internal sales organizations.
Bearing remanufacturing is available for any bearing type or brand - including competitor products - and is well-suited to heavy industries and applications such as paper, metals, mining, power generation and cement; railroad locomotives, passenger and freight vehicles; and select aerospace engines and gearboxes. 3 Table of Contents Sales and Distribution: Timken products are sold principally by its internal sales organizations.
The Company's Groeneveld® and BEKA® lubrication systems include a wide variety of automatic lubrication delivery devices, oil management systems and safety support systems designed to reduce operational costs for customers while increasing equipment uptime, productivity and safety. These systems support many industries, including renewable energy, transportation, construction, mining, port, forestry and agriculture.
The Company's Groeneveld® and BEKA® lubrication systems include a wide variety of automatic lubrication delivery devices, oil management systems and bypass filtration products designed to reduce operational costs and carbon footprint for customers while increasing equipment uptime, productivity and safety. These systems support many industries, including renewable energy, transportation, construction, mining, port, forestry and agriculture.
The investment balance at December 31, 2024 was reported in other non-current assets on the Consolidated Balance Sheets.
The investment balance at December 31, 2025 and 2024 was reported in other non-current assets on the Consolidated Balance Sheets.
The Company competes with a variety of domestic and foreign manufacturers of anti-friction bearings, including SKF Group and Schaeffler Group, and with a diverse group of domestic and foreign manufacturers of industrial motion products. Joint Ventures: Investments in affiliated companies accounted for under the equity method were $0.9 million and $1.7 million, respectively, at December 31, 2024 and 2023.
The Company competes with a variety of domestic and foreign manufacturers of anti-friction bearings, including SKF Group and Schaeffler Group, and with a diverse group of domestic and foreign manufacturers of industrial motion products. Joint Ventures: Investments in affiliated companies accounted for under the equity method at December 31, 2025 and 2024 were $0.8 million and $0.9 million, respectively.
The Company’s growing portfolio features many strong brands, including Timken®, GGB®, Philadelphia Gear®, Cone Drive®, Rollon®, Nadella®, Diamond®, Drives®, Groeneveld®, BEKA®, Des-Case®, Lovejoy®, Lagersmit® and CGI. The Company was founded in 1899 by Henry Timken, who received two patents on the design of a tapered roller bearing.
The Company’s growing portfolio features many strong brands, including Timken®, GGB®, Philadelphia Gear®, Cone Drive®, CGI®, Rollon®, Nadella®, Rosa Sistemi®, Diamond®, Drives®, Groeneveld®, BEKA®, Des-Case®, Lovejoy®, PT Tech®, Torsion Control Products® and Lagersmit®. The Company was founded in 1899 by Henry Timken, who received two patents on the design of a tapered roller bearing.
In 2024, the Company improved on 2023 performance with both its lost time accident rate of 0.31 (0.37 in 2023) and its recordable rate of 1.01 (1.10 in 2023). 7 Table of Contents Attracting, Retaining, and Motivating Highly Qualified Employees Successful execution of the Company's strategy depends on attracting, retaining, and motivating highly qualified talent.
In 2025, the Company improved on 2024 performance with both its lost time accident rate of 0.31 (0.33 in 2024) and its recordable rate of 0.80 (1.01 in 2024). 7 Table of Contents Attracting, Retaining, and Motivating Highly Qualified Employees Successful execution of the Company's strategy depends on attracting, retaining, and motivating highly qualified talent.
Backlog: The following table provides the backlog of orders for the Company's domestic and overseas operations at December 31, 2024 and 2023: (Dollars in millions) 2024 2023 Segment: Engineered Bearings $ 1,341.8 $ 1,502.0 Industrial Motion 679.7 775.2 Total Company $ 2,021.5 $ 2,277.2 Approximately 92% of the Company’s backlog at December 31, 2024 is scheduled for delivery in the succeeding 12 months.
Backlog: The following table provides the backlog of orders for the Company's domestic and overseas operations at December 31, 2025 and 2024: (Dollars in millions) 2025 2024 Segment: Engineered Bearings $ 1,421.8 $ 1,341.8 Industrial Motion 791.9 679.7 Total Company $ 2,213.7 $ 2,021.5 Approximately 92% of the Company’s backlog at December 31, 2025 is scheduled for delivery in the succeeding 12 months.
Today, the Company's global footprint consists of 124 manufacturing facilities and service centers, 28 technology and engineering centers, and 77 distribution centers and warehouses, supported by a team comprised of approximately 19,000 employees. Timken operates in 45 countries around the globe.
Today, the Company's global footprint consists of 116 manufacturing facilities and service centers, 29 technology and engineering centers, and 74 distribution centers and warehouses, supported by a team comprised of approximately 19,000 employees. Timken operates in 44 countries around the globe.
As of the end of 2024, 28 of the Company’s plants, which includes a majority of the Company's bearing manufacturing plants, had obtained ISO 14001 certification. The Company establishes appropriate levels of reserves to cover its environmental expenses and has a well-established environmental compliance audit program for its domestic and international units.
As of the end of 2025, 41 of the Company’s facilities, which includes a majority of the Company's bearing manufacturing plants, had obtained ISO 14001 certification. The Company establishes appropriate levels of reserves to cover its environmental expenses and has a well-established environmental compliance audit program for its global manufacturing and distribution facilities.
The Company's Spinea® line features highly engineered cycloidal reduction gears and actuators. Spinea's solutions primarily serve high precision automation and robotics applications in the factory automation sector. The portfolio also features CGI precision drive systems, which serve a broad range of automation markets with a concentration in medical robotics. Automatic Lubrication Systems.
Spinea's solutions primarily serve high precision automation and robotics applications in the factory automation sector. The portfolio also features CGI® precision drive systems, which serve a broad range of automation markets with a concentration in medical robotics. Automatic Lubrication Systems.
Some of these opportunities include online-learning platforms, job-specific training, our operations development program (a training program designed to increase the internal pool of employees who are ready to take on leadership positions) and our educational reimbursement programs.
The Company also provides a wide range of professional development and training opportunities to advance our employees’ skills and expertise. Some of these opportunities include online-learning platforms, job-specific training, our operations development program (a training program designed to increase the internal pool of employees who are ready to take on leadership positions) and our educational reimbursement programs.
Bureau of Labor Statistics at https://www.bls.gov/iif/. The Company aims to maintain a recordable rate within the top quartile of U.S. metal manufacturers (NAICS code 332) based on information provided by the U.S. Bureau of Labor Statistics.
Bureau of Labor Statistics at https://www.bls.gov/iif/. As of December 31, 2025, 2024 quartile data had not yet been published by the U.S. Bureau of Labor Statistics. The Company aims to maintain a recordable rate within the top quartile of U.S. metal manufacturers (NAICS code 332) based on information provided by the U.S. Bureau of Labor Statistics.
Exit interviews are also conducted with employees who voluntarily terminate their employment, which helps improve management processes. The Company deploys pulse surveys to gain insights from employees’ recent experiences and to better understand how effectively it is engaging, energizing and enabling its workforce. The Company also provides several professional development and training opportunities to advance our employees’ skills and expertise.
Exit interviews are also conducted with employees who voluntarily terminate their employment, which helps improve management processes. The Company deploys pulse surveys and conducts roundtables to gain insights from employees’ recent experiences and to better understand how effectively it is engaging, empowering and enabling its workforce.
Timken services components in the industrial customer's drive train, including switch gears, electric motors and generators, gearboxes, bearings, couplings and control panels. The Company’s Philadelphia Gear services for gear drive applications include onsite technical services; inspection, repair and upgrade capabilities; and manufacturing of parts to specifications.
Timken services, systems and components in the industrial customer's drive train, including switch gears, electric motors and generators, gearboxes, bearings, couplings and control panels. The Company’s Philadelphia Gear and Standard Machine brands services include Onsite Technical Services (OTS)™; inspection, repair and upgrade capabilities; and manufacturing of parts to discreet specifications for a wide variety of mechanical and electrical equipment.
In addition, the Company’s Wazee, Smith Services, Schulz, Standard Machine and H&N service centers provide customers with services that include motor and generator rewind and repair and uptower wind turbine maintenance and repair. Timken Power Systems commonly serves customers in the power, wind energy, hydro and fossil fuel, water management, paper, mining and general manufacturing sectors. Bearing Repair.
In addition, the Company’s Smith Services™, Schulz Electric™ and H&N Electric™ service centers provide customers with electric motor and generator rewind and repair capabilities. Timken Power Systems commonly serves customers in the power generation, hydro, fossil fuel, wind, water management, paper, mining, agriculture and general manufacturing sectors. Bearing Repair.
These solutions are critical for enhancing reliability, reducing downtime and extending the useful life of customers' systems. The Company also designs and manufactures Drives® helicoid and sectional augers for agricultural applications, like conveying, digging and combines. The Company's specialized industrial motion components include Shuton and Ipiranga ball screws among other key products. Services: Power Systems.
The Company also designs and manufactures Drives® helicoid and sectional augers for agricultural applications, like conveying, digging and combines. The Company's specialized industrial motion components include Shuton-Ipiranga ball screws and Timken® magnetic encoders among other key products. Services: Power Systems.
Timken bearing repair services return worn bearings to like-new specifications, which increases bearing service life and often can restore bearings in less time than required to manufacture new.
Timken bearing repair returns used large-diameter bearings to like-new specifications, extending service life and often restoring bearings in less time than required to manufacture new replacements.
Available Information: The Company uses its Investor Relations website at http://investors.timken.com, as a channel for routine distribution of important information, including news releases, analyst presentations and financial information.
Additionally, comprehensive Mentoring and Coaching Programs are offered to employees across all functions that accelerate learning and exchange of knowledge and enhance succession planning and development of next-generation talent. Available Information: The Company uses its Investor Relations website at http://investors.timken.com, as a channel for routine distribution of important information, including news releases, analyst presentations and financial information.
The Company’s Philadelphia Gear® line of low- and high-speed gear drive designs are used in large-scale industrial applications such as crushing and pulverizing equipment, conveyors and pumps, power generation and military marine. These gear drive designs are custom made to meet user specifications, offering a wide array of size, footprint and gear arrangements.
The Company’s Philadelphia Gear® line of low- and high-speed gear drive designs are used in large-scale industrial applications such as crushing and pulverizing equipment, conveyors and pumps, power generation and marine. The Company is primarily focused on energy, defense, water and mining markets.
Other Products. The Company also offers specialty filtration products, augers and other specialized industrial motion products. Des-Case is a technical leader in branded filtration solutions that sit adjacent to Timken's automatic lubrication systems. Des-Case features a comprehensive product offering including breathers, filter elements, condition monitoring, lubrication storage and filter systems used throughout the entire lubricant lifecycle.
Other Products. The Company also offers specialty filtration products, augers and other specialized industrial motion products. Des-Case is a technical leader in branded filtration solutions that sit adjacent to Timken's automatic lubrication systems. These solutions are critical for enhancing reliability, reducing downtime and extending the useful life of customers' systems.
Comprehensive leadership, skill and competency assessments are offered to company employees to best identify and address individual and team development needs and activities. To better inform its hiring and employee development efforts, the Company has also partnered with third-party vendors to provide required training for its managers focused on leadership, diversity and inclusion.
Comprehensive leadership, skill and competency assessments are offered to company employees to best identify and address individual and team development needs and activities. The Company partners with an online platform, Aperian®, to help its employees further their team skills, collaboration and cultural acumen.
Removed
To further our Company’s diverse and inclusive culture, Timken employee resource groups (“ERGs”) around the world help us understand and address the challenges and opportunities faced by our diverse workforce and the benefits inclusion offers in advancing our collective knowledge.
Added
These gear drive designs are custom-engineered to meet demanding user specifications, for a wide array of size, footprint and gear arrangements, all designed to operate in technically challenging application environments. Timken has one of the broadest and most differentiated precision drives product portfolios in the global automation industry.
Removed
Our employees continue to drive new programming and culture acumen development across our six primary ERGs: Women’s International Network (WIN), Multicultural Association of Professionals (MAP), Young Professionals Network (YPN), Veteran Engagement at Timken (VET), Timken PRIDE Network (TPN), and Celebrating Abilities Network (CAN). Additionally, we partner with an online platform, Aperian®, to help our employees further their global competency.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

28 edited+13 added−1 removed94 unchanged
Biggest changeGreater expectations or legal requirements may cause us to undertake costly initiatives to satisfy such new criteria. If we do not meet, or are perceived to have not met, announced CSR goals or do not accurately disclose our progress on such goals, our reputation, competitive position, financial condition and operating results could be adversely impacted.
Biggest changeIf we do not meet, or are perceived to have not met, announced CSR goals or do not accurately disclose our progress on such goals, our reputation, competitive position, financial condition and operating results could be adversely impacted. 16 Table of Contents Risks Related to Data Privacy, Cybersecurity, and AI The Company may be subject to risks relating to its information technology systems, including the risk of cybersecurity incidents.
New laws and regulations, including those that may relate to emissions of greenhouse gases or the use, discharge or disposal of chemicals of concern utilized in our manufacturing processes, stricter enforcement of existing laws and regulations, new and more stringent customer requirements, the discovery of previously unknown contamination or the imposition of new clean-up requirements or standards could require us to incur costs, change production methods or materials or become the basis for new or increased liabilities that could have a material adverse effect on our business, financial condition or results of operations. 14 Table of Contents PTFE and other fluoropolymer materials, which are known to be included in certain of our products, are subject to increasing regulatory scrutiny.
New laws and regulations, including those that may relate to emissions of greenhouse gases or the use, discharge or disposal of chemicals of concern utilized in our manufacturing processes, stricter or expanded enforcement of existing laws and regulations, new and more stringent customer requirements, the discovery of previously unknown contamination or the imposition of new clean-up requirements or standards could require us to incur costs, change production methods or materials or become the basis for new or increased liabilities that could have a material adverse effect on our business, financial condition or results of operations. 14 Table of Contents PTFE and other fluoropolymer materials, which are known to be included in certain of our products, are subject to increasing regulatory scrutiny.
Our international operations expose us to risks not present in a purely domestic business, including primarily: • changes in international treaties or trade unions, which may make our products or our customers' products more costly to export or import; • changes in tariff regulations, which may make our products more costly to export or import; • threatened or actual state seizure of foreign-owned manufacturing assets; • hostilities between countries in which we operate which could limit our ability to manufacture in, sell into, export out of, or access assets located in such jurisdictions; • the imposition of sanctions on countries in which we operate, from which we receive critical supplies or into which we sell our products; • strained geopolitical relations between countries in which we have significant operations including the U.S., China and Mexico, among others; • political protests or unrest which could negatively impact our operations; • difficulties establishing and maintaining relationships with local OEMs, distributors and dealers; • import and export licensing requirements; • compliance with a variety of foreign laws and regulations, including unexpected changes in taxation, environmental, sustainability or other regulatory requirements, which could increase our operating and other expenses and limit our operations; • additional costs, taxes and restrictions related to repatriation of cash in international jurisdictions; • disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the FCPA; • difficulty in staffing and managing geographically diverse operations; • disruptions to our global supply chain and logistical issues associated with port closures or strikes, delays or increased costs; • tax exposures related to cross-border intercompany transfer pricing and other tax risks unique to international operations; and • compliance with data protection regulations.
Our international operations expose us to risks not present in a purely domestic business, including primarily: • changes in international treaties or trade unions, which may make our products or our customers' products more costly to export or import; • changes in tariff regulations, which may make our products more costly to export or import; • threatened or actual state seizure of foreign-owned manufacturing assets; • hostilities between countries in which we operate which could limit our ability to manufacture in, sell into, export out of, or access assets located in such jurisdictions; • the imposition of sanctions on countries in which we operate, from which we receive critical supplies or into which we sell our products; • strained geopolitical relations between countries in which we have significant operations including the U.S., China and Mexico, among others; • political protests or unrest which could negatively impact our operations; • difficulties establishing and maintaining relationships with local OEMs, distributors and dealers; • import and export licensing requirements; • compliance with a variety of foreign laws and regulations, including unexpected changes in taxation, environmental, sustainability or other regulatory requirements, which could increase our operating and other expenses and limit our operations; • additional costs, taxes and restrictions related to repatriation of cash in international jurisdictions; • disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act ("FCPA"); • difficulty in staffing and managing geographically diverse operations; • disruptions to our global supply chain and logistical issues associated with port closures or strikes, delays or increased costs; • tax exposures related to cross-border intercompany transfer pricing and other tax risks unique to international operations; and • compliance with data protection regulations.
In addition, a failure to maintain our credit ratings could adversely affect our cost of borrowing, liquidity and access to capital markets. Some of our debt has variable interest rates, which could increase the cost of servicing such debt, and fixed rate debt may have increased cost to refinance at maturity.
In addition, a failure to maintain our credit ratings could adversely affect our cost of borrowing, liquidity and access to capital markets. Some of our debt has variable interest rates, which could increase the cost of servicing such debt, and fixed rate debt may have increased costs to refinance at maturity.
In addition, certain PFAS, including PFAS previously or currently within PTFE or other fluoropolymer materials, have increasingly become subject to new or more stringent investigation and remediation requirements where such PFAS is believed to have caused an impact to the environment.
In addition, certain PFAS, including PFAS or PFAS alternatives previously or currently within PTFE or other fluoropolymer materials, have increasingly become subject to new or more stringent investigation and remediation requirements where such PFAS is believed to have caused an impact to the environment.
These evolving regulations may restrict the use, manufacture, sale and/or distribution of our products or our ability to obtain components of our products, or may require us to report data on our use of certain PFAS. Such regulations could lead to significant costs.
These evolving regulations may restrict the use, manufacture, sale and/or distribution of our products or our ability to obtain components of our products, or may require us to report data on our use of certain PFAS or PFAS alternatives. Such regulations could lead to significant costs.
Our most recent evaluation resulted in our conclusion that, as of December 31, 2024, our internal control over financial reporting was effective. We believe that we currently have adequate internal control procedures in place for future periods, including processes related to newly acquired businesses; however, increased risk of internal control breakdowns generally exists in a business environment that is decentralized.
Our most recent evaluation resulted in our conclusion that, as of December 31, 2025, our internal control over financial reporting was effective. We believe that we currently have adequate internal control procedures in place for future periods, including processes related to newly acquired businesses; however, increased risk of internal control breakdowns generally exists in a business environment that is decentralized.
A successful warranty or product liability claim against us, or a requirement that we participate in a product recall, could have a material adverse effect on our earnings and brand reputation. 17 Table of Contents If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.
A successful warranty or product liability claim against us, or a requirement that we participate in a product recall, could have a material adverse effect on our earnings and brand reputation. 18 Table of Contents If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.
We have taken approximately $133 million in impairment and restructuring charges in the aggregate during the last five years. Changes in business or economic conditions, or our business strategy, may result in additional restructuring actions and may require us to take additional charges in the future, which could have a material adverse effect on our earnings.
We have taken approximately $137 million in impairment and restructuring charges in the aggregate during the last five years. Changes in business or economic conditions, or our business strategy, may result in additional restructuring actions and may require us to take additional charges in the future, which could have a material adverse effect on our earnings.
Cybersecurity incidents and similar attacks vary in their form and can include the deployment of harmful malware or ransomware, denial-of-services attacks, and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information.
Cybersecurity incidents and similar attacks vary in their form and can include the deployment of harmful malware or ransomware, denial-of-services attacks, AI-assisted attacks, and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information.
In addition, the governments of other countries in which we have substantial operations could impose tariffs on, or restrict trade in, the materials and components necessary for the production of our products. These measures could result in an increase in our production costs.
Furthermore, the governments of other countries in which we have substantial operations could impose tariffs on, or restrict trade in, the materials and components necessary for the production of our products. These measures could result in an increase in our production costs.
Furthermore, if certain of our customers liquidate in bankruptcy, we may incur impairment charges relating to obsolete inventory and machinery and equipment. In addition, financial instability of certain companies in the supply chain could disrupt production in any particular industry.
Furthermore, if certain of our customers liquidate in bankruptcy, we may incur impairment charges relating to obsolete inventory and machinery and equipment. 11 Table of Contents In addition, financial instability of certain companies in the supply chain could disrupt production in any particular industry.
We have seen interest rates rise significantly in recent years, and while rates fell in 2024, they may rise again in the future due to inflation or other causes. As a result, the costs of servicing our variable interest rate debt could increase even if the amount borrowed under such facilities remains the same.
We have seen interest rates fluctuate significantly in recent years, and they may rise again in the future due to inflation or other causes. As a result, the costs of servicing our variable interest rate debt could increase even if the amount borrowed under such facilities remains the same.
We seek to grow, in part, through strategic acquisitions, joint ventures and other alliances, which are intended to complement or expand our businesses, and expect to continue to do so in the future. These acquisitions involve challenges and risks.
We seek to grow, in part, through strategic acquisitions, joint ventures and other arrangements, which are intended to complement or expand our businesses, and expect to continue to do so in the future. These transactions involve challenges and risks.
In the event that we do not successfully integrate these acquisitions into our existing operations so as to realize the expected return on our investment, issues identified in our due diligence review are not adequately addressed or the costs associated with such issues are higher than expected, or we uncover material issues (including historical environmental, trade, sanctions, tax or compliance violations) that were not identified during our due diligence review, our results of operations, cash flow or financial condition could be adversely affected.
In the event that we do not successfully integrate acquisitions into our existing operations or timely or fully capture revenue or cost synergies so as to realize the expected return on our investment, issues identified in our due diligence review are not adequately addressed or the costs associated with such issues are higher than expected, or we uncover material issues (including historical environmental, trade, sanctions, tax or compliance violations) that were not identified during our due diligence review, our results of operations, cash flow or financial condition could be adversely affected.
For those countries outside the U.S. where we have significant sales, a strengthening in the U.S. dollar as we have seen over the past few years or devaluation in the local currency would reduce revenue, operating profit and shareholders' equity due to the impact of foreign exchange translation on our Consolidated Financial Statements.
For those countries outside the U.S. where we have significant sales, a strengthening in the U.S. dollar or devaluation in the local currency would reduce revenue, operating profit and shareholders' equity due to the impact of foreign exchange translation on our Consolidated Financial Statements.
We require substantial amounts of raw materials, including steel, to operate our business. Our supply of raw materials could be and has in the past been interrupted for a variety of reasons, including availability and pricing.
We require substantial amounts of raw materials, including steel, to operate our business. Our supply of raw materials could be and has in the past been interrupted for a variety of reasons, including availability and pricing (as a result of tariffs or otherwise).
A cybersecurity incident or failure or disruption relating to our information systems or technology infrastructure or that of our third-party service providers, could expose the Company and its employees, customers and suppliers to risks of misuse of confidential information, manipulation and destruction of data, production downtimes and operational disruptions, which in turn could result in litigation, business disputes and government investigations, and related monetary damages, injunctive requirements and fines, and could adversely affect the Company's reputation, competitive position, business or results of operations. 16 Table of Contents Data privacy and security concerns, as well as evolving regulation and enforcement, could adversely affect our results of operations and profitability.
A cybersecurity incident or failure or disruption relating to our information systems or technology infrastructure or that of our third-party service providers, could expose the Company and its employees, customers and suppliers to risks of misuse of confidential information, manipulation and destruction of data, production downtimes and operational disruptions, which in turn could result in litigation, business disputes and government investigations, and related monetary damages, injunctive requirements and fines, and could adversely affect the Company's reputation, competitive position, business or results of operations.
Any failure, or perceived failure, to comply with our data protection or privacy-related legal obligations may result in reputational damage, loss of business, regulatory investigations and fines, and litigation, and related monetary damages and injunctive requirements, any of which may adversely affect our results of operations and profitability.
Any failure, or perceived failure, to comply with our data protection or privacy-related legal obligations may result in reputational damage, loss of business, regulatory investigations and fines, and litigation, and related monetary damages and injunctive requirements, any of which may adversely affect our results of operations and profitability. 17 Table of Contents Uncertainties with respect to the use of AI in our business may negatively impact our results from operations, reputation, and competitiveness.
Changes in U.S. trade policy have resulted in, and could further result in, U.S. trading partners adopting responsive trade policies that make it more difficult or costly for us to export our products to those countries.
These tariffs have adversely affected our results of operations and profit margins and could continue to do so. Additionally, changes in U.S. trade policy have resulted in, and could further result in, U.S. trading partners adopting responsive trade policies that make it more difficult or costly for us to export our products to those countries.
Furthermore, if any of our suppliers were to become subject to bankruptcy, receivership or similar proceedings, we may be unable to arrange for alternate or replacement relationships on favorable terms, which could harm our sales and operating results. 11 Table of Contents Risks Related to the Global Nature of our Operations Global political instability and other risks of international operations may adversely affect our operating costs, revenues and the price of our products.
Furthermore, if any of our suppliers were to become subject to bankruptcy, receivership or similar proceedings, we may be unable to arrange for alternate or replacement relationships on favorable terms, which could harm our sales and operating results.
Severe weather associated with a changing climate could also negatively impact the operation of our facilities, as well as those of our customers and suppliers and impact our ability to insure our assets on commercially desirable terms and conditions.
Severe weather associated with a changing climate, such as flooding, hurricanes, extreme heat, severe storms, wildfires and other natural disasters, could negatively impact the operation of our facilities, as well as those of our customers and suppliers, could limit our ability to insure our assets on commercially desirable terms and conditions, and could cause shipping disruptions, leading to delays in manufacturing and delivery of products.
In addition, severe weather associated with a changing climate could negatively impact our operations and those of our customers and suppliers. The pace at which regulators in many jurisdictions are implementing regulatory change is currently heightened across a wide variety of topics including climate change, environmental sustainability, employment and labor, ethics, data privacy, governance, and others.
The pace at which regulators in many jurisdictions are implementing regulatory change is currently heightened across a wide variety of topics including climate change, environmental sustainability, employment and labor, ethics, data privacy, use of artificial intelligence ("AI"), governance, and others. Rapid changes in the regulatory environment may lead to additional costs of compliance and risks associated with non-compliance.
Any significant increase in the prices for such raw materials or logistics expenses could adversely affect our results of operations and profit margins. We may not realize the improved operating results that we anticipate from past and future acquisitions, may experience challenges in integrating acquired businesses, and may incur unanticipated liabilities and costs associated with such acquired businesses.
We may not realize the improved operating results that we anticipate from past and future acquisitions, may experience challenges in integrating acquired businesses, may fail to timely or fully capture revenue or cost synergies and may incur unanticipated liabilities and costs associated with such acquired businesses.
We operate in a global environment in which the data privacy regulatory and legal framework and corresponding enforcement and litigation landscape are evolving quickly. Moreover, the data privacy laws and regulations of the specific jurisdictions in which we operate may vary and potentially conflict.
We operate in a global environment in which the data privacy regulatory and legal framework and corresponding enforcement and litigation landscape are evolving quickly. Additionally, remote work and the increased use of AI may increase our vulnerability to data protection and security risks.
These laws and regulations can also impose significant fines and penalties for noncompliance and afford private rights of action to individuals under certain circumstances. As such, we incur and expect to continue to incur significant ongoing costs as part of our efforts to comply with applicable law.
As such, we incur and expect to continue to incur significant ongoing costs as part of our efforts to comply with applicable law.
Changes in customer preferences and inventory reductions by customers or distributors could adversely affect the Company's business. The Company has previously experienced distributor inventory corrections reflecting de-stocking of the supply chain associated with softer demand in certain markets.
Such changes may require product adjustments, pricing strategies, or diversification into new sectors, potentially affecting growth and profitability. In addition, the Company has previously experienced distributor inventory corrections reflecting de-stocking of the supply chain associated with softer demand in certain markets.
Rapid changes in the regulatory environment may lead to additional costs of compliance and risks associated with non-compliance. Furthermore, regulations governing our global operations may at times conflict across jurisdictions leading to additional complexity and operating costs.
Failure to appropriately adapt to this rapidly evolving landscape may result in liability, sanctions or brand and reputational harm. Furthermore, regulations governing our global operations may at times conflict across jurisdictions leading to additional complexity and operating costs.
Removed
Risks Related to Data Privacy and Information Security The Company may be subject to risks relating to its information technology systems, including the risk of cybersecurity incidents.
Added
Changes in customer preferences and inventory reductions by customers or distributors could adversely affect the Company's business. The Company serves a range of industries, including energy, transportation, and other sectors with increasing sustainability needs and requirements. A slowdown in investment, reduced interest, or shifts in customer priorities within these market sectors could lower demand for the Company’s products.
Added
Any significant increase in the prices for such raw materials or logistics expenses could adversely affect our results of operations and profit margins.
Added
Risks Related to the Global Nature of our Operations Global political instability and other risks of international operations may adversely affect our operating costs, revenues and the price of our products.
Added
Severe weather associated with a changing climate could negatively impact our operations and those of our customers and suppliers.
Added
Greater expectations or legal requirements may cause us to undertake costly initiatives to satisfy such new criteria.
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Data privacy and security concerns, as well as evolving regulation and enforcement, could adversely affect our results of operations and profitability.
Added
Moreover, the data privacy laws and regulations of the specific jurisdictions in which we operate may vary and potentially conflict. These laws and regulations can also impose significant fines and penalties for noncompliance and afford private rights of action to individuals under certain circumstances.
Added
We have begun to incorporate AI technologies into certain aspects of our operations. While these technologies may offer potential efficiencies, AI systems are relatively new and may not perform as expected. Errors or failures could disrupt production, impair product quality, or increase costs. Additionally, integration of AI may require changes to existing processes and workforce roles.
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These changes could lead to inefficiencies, increased training costs, or labor-related challenges. Moreover, the continued development and deployment of these AI technologies will require additional capital and increased costs going forward.
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In addition to AI regulation under general consumer protection and privacy laws, legislation specifically aimed at regulating the development, deployment and use of AI has been enacted in several states and has also been proposed at the federal level. Further, recent Executive Orders have further addressed federal regulation and policies related to AI.
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These laws, proposed laws, and Executive Orders may create inconsistent and evolving compliance obligations, which may be costly, challenging, and difficult to resolve. AI-related issues, including continued government regulation of AI, deficiencies and/or failures could give rise to legal and/or regulatory action, damage our reputation or otherwise adversely affect our business, including by impacting costs to our business.
Added
Furthermore, if our data, or data belonging to our customers, suppliers, or other third parties, is unintentionally provided to, accessed by, or used to train external AI models, the unauthorized disclosure or misuse of such information could result.
Added
Such an event could harm our reputation, expose us to contractual or legal claims, or require us to change how we use such AI models. Conversely, any failure to successfully develop and deploy AI in our business could adversely affect our competitiveness, particularly if our competitors successfully deploy AI in their businesses.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company's dedicated personnel, who report to the Vice President of Information Technology, are certified and experienced information systems security professionals and information security managers with many years of experience.
Biggest changeBoth the Director of Information Technology as well as the Company's dedicated personnel, who report to her, are certified and experienced information systems security professionals and information security managers with many years of experience. The Director of Information Technology has progressed through various roles of increasing responsibility in information technology functions since being hired at the Company in 2018.
However, despite our efforts, the Company cannot eliminate all risks from cybersecurity threats, or provide assurances that it has not experienced an undetected cybersecurity incident. For more information about these risks, please refer to Item 1A. Risk Factors – Risks Related to Data Privacy and Information Security in this Annual Report on Form 10-K.
However, despite our efforts, the Company cannot eliminate all risks from cybersecurity threats, or provide assurances that it has not experienced an undetected cybersecurity incident. For more information about these risks, please refer to Item 1A. Risk Factors – Risks Related to Data Privacy and Cybersecurity in this Annual Report on Form 10-K.
Management also provides general program updates and industry trends to the Board and Audit Committee on a more ad hoc basis. In 2024, the Company did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
Management also provides general program updates and industry trends to the Board and Audit Committee on a more ad hoc basis. In 2025, the Company did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
The Company's processes also include cybersecurity testing, detection, response, prevention and mitigation strategies, conducting contract and vendor due diligence review, and informing management and the Company's Board of Directors of material cybersecurity threats and incidents. The Company's information security team also engages third-party security consultants for penetration testing, training and system enhancements.
The Company's processes also include cybersecurity testing, detection, response, prevention and mitigation strategies, conducting contract and vendor due diligence review, and informing management and the Company's Board of Directors of significant cybersecurity threats and incidents. The Company's cybersecurity team also engages third-party security consultants for penetration testing, training and system enhancements.
The Vice President of Information Technology and other members of management report to either the Board of Directors or the Audit Committee at least annually on, among other topics, updates to the Company’s cybersecurity program and mitigation strategies, developments in cybersecurity practices generally, and third-party assessments of the Company’s cybersecurity program.
The Director of Information Technology and other members of management report to either the Board of Directors or the Audit Committee at least annually on, among other topics, updates to the Company’s cybersecurity program and mitigation strategies, developments in cybersecurity practices generally, and third-party assessments of the Company’s cybersecurity program.
Item 1C. Cybersecurity Cybersecurity Risk Management and Governance Information security is an integral part of the Company’s overall enterprise risk management program.
Item 1C. Cybersecurity Cybersecurity Risk Management and Governance Cybersecurity is an integral part of the Company’s overall enterprise risk management program.
The Vice President of Information Technology is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes for monitoring and mitigating potential cybersecurity risks, exposures, implementing appropriate mitigation measures and maintaining our cybersecurity program.
The Director of Information Technology is responsible for identifying, considering and assessing significant cybersecurity risks on an ongoing basis, establishing processes for monitoring and mitigating potential cybersecurity risks, exposures, implementing appropriate mitigation measures and maintaining our cybersecurity program.
Removed
The Vice President of Information Technology has managed this team for over five years after having progressed through various roles of increasing responsibility in both operations and technology at the Company.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties The Company’s corporate headquarters is located in North Canton, Ohio, and, as of December 31, 2024, the Company maintained 93 plants that perform manufacturing, assembly or repair services. The Company also maintains various sales and administrative offices and distribution centers throughout the world.
Biggest changeItem 2. Properties The Company’s corporate headquarters is located in North Canton, Ohio, and, as of December 31, 2025, the Company maintained 88 plants that perform manufacturing, assembly or repair services. The Company also maintains various sales and administrative offices and distribution centers throughout the world.
None of these plants, administrative offices or distribution centers are individually material to the Company’s operations. The facilities are situated in the United States, as well as 44 other countries, including China, India, and Romania. The Company owns the vast majority of its plants, while most of its sales and administrative offices and distribution centers are leased.
None of these plants, administrative offices or distribution centers are individually material to the Company’s operations. The facilities are situated in the United States, as well as 43 other countries, including China, India, and Romania. The Company owns the vast majority of its plants, while most of its sales and administrative offices and distribution centers are leased.
The Company believes that its capacity levels are adequate for its present and anticipated future needs. Most of the Company’s manufacturing facilities remain capable of handling additional volume increases . 19 Table of Contents
The Company believes that its capacity levels are adequate for its present and anticipated future needs. Most of the Company’s manufacturing facilities remain capable of handling additional volume increases . 20 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn the opinion of management, the ultimate disposition of open proceedings as of December 31, 2024 will not have a material adverse effect on the Company’s consolidated financial position or annual results of operations. Item 4. Mine Safety Disclosures Not applicable.
Biggest changeIn the opinion of management, the ultimate disposition of open proceedings as of December 31, 2025 will not have a material adverse effect on the Company’s consolidated financial position or annual results of operations. Item 4. Mine Safety Disclosures Not applicable.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 20 Item 4A. Information about our Executive Officers 20 II. PART II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 21 Item 6. Reserved 22 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A.
Biggest changeItem 4. Mine Safety Disclosures 21 Item 4A. Information about our Executive Officers 21 II. PART II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 6. Reserved 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A.
Quantitative and Qualitative Disclosures about Market Risk 48 Item 8. Financial Statements and Supplementary Data 49
Quantitative and Qualitative Disclosures about Market Risk 46 Item 8. Financial Statements and Supplementary Data 47

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePeriod Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum number of shares that may yet be purchased under the plans or programs (1) 10/1/2024 - 10/31/2024 — $ — — 2,258,990 11/1/2024 - 11/30/2024 120,000 75.45 120,000 2,138,990 12/1/2024 - 12/31/2024 — — — 2,138,990 Total 120,000 $ 75.45 120,000 — (1) On February 12, 2021, the Company's Board of Directors approved a share repurchase plan, effective March 1, 2021, pursuant to which the Company may purchase up to ten million of its common shares, in the aggregate.
Biggest change(2) On February 12, 2021, the Company's Board of Directors approved a share repurchase plan, effective March 1, 2021, pursuant to which the Company may purchase up to ten million of its common shares, in the aggregate. This share purchase plan expires on February 28, 2026.
Issuer Purchases of Common Shares: The following table provides information about purchases of its common shares by the Company during the quarter ended December 31, 2024.
Issuer Purchases of Common Shares: The following table provides information about purchases of its common shares by the Company during the quarter ended December 31, 2025.
The graph assumes, in each case, an initial investment of $100 on January 1, 2020, in Timken common shares, S&P 500 Index and S&P 400 Industrials Index, based on market prices at the end of each fiscal year through and including December 31, 2024 , and reinvestment of dividends.
The graph assumes, in each case, an initial investment of $100 on January 1, 2021, in Timken common shares, S&P 500 Index and S&P 400 Industrials Index, based on market prices at the end of each fiscal year through and including December 31, 2025 , and reinvestment of dividends.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s common shares are traded on the New York Stock Exchange under the symbol “TKR". The number of record holders of the Company’s common shares at December 31, 2024 was 2,729. The estimated number of beneficial shareholders at December 31, 2024 exceeds 90,000.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s common shares are traded on the New York Stock Exchange under the symbol “TKR". The number of record holders of the Company’s common shares at December 31, 2025 was 2,601. The estimated number of beneficial shareholders at December 31, 2025 exceeds 100,000.
This share purchase plan expires on February 28, 2026. Under this plan, the Company may purchase shares from time to time in open market purchases or privately negotiated transaction, and it may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans. 21 Table of Contents Item 5.
Under this plan, the Company may purchase shares from time to time in open market purchases or privately negotiated transaction, and it may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans.
Fiscal years ending December 31. 2020 2021 2022 2023 2024 Timken $ 140 $ 128 $ 133 $ 153 $ 139 S&P 500 118 152 125 158 197 S&P 400 Industrials 116 150 132 174 198 The line graph compares the cumulative total shareholder returns over five years for The Timken Company, the S&P 500 Stock Index and the S&P 400 Industrials Index.
Fiscal years ending December 31. 2021 2022 2023 2024 2025 Timken $ 91 $ 95 $ 109 $ 99 $ 118 S&P 500 129 105 133 166 196 S&P 400 Industrials 128 114 149 170 191 The line graph compares the cumulative total shareholder returns over five years for The Timken Company, the S&P 500 Stock Index and the S&P 400 Industrials Index.
Removed
During the quarter ended December 31, 2024, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Regulation 408(a) of Regulation S-K).
Added
Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum number of shares that may yet be purchased under the plans or programs (2) 10/1/2025 - 10/31/2025 724 $ 82.84 — 1,499,511 11/1/2025 - 11/30/2025 783 80.54 — 1,499,511 12/1/2025 - 12/31/2025 139,887 83.13 139,821 1,359,690 Total 141,394 $ 83.11 139,821 — (1) Of the shares purchased in October , November and December, 724, 783 and 66, respectively, represent common shares of the Company that were owned and tendered by employees to exercise stock options and to satisfy withholding obligations in connection with the exercise of stock options or vesting of restricted shares.
Added
On February 13, 2026, the Company's Board of Directors approved a new share repurchase plan, effective March 1, 2026, pursuant to which the Company may purchase up to ten million of its common shares, in the aggregate. This share purchase plan expires on February 28, 2031. 22 Table of Contents Item 5.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOperating income decreased in 2024 compared to 2023 due to the impact of lower sales net of cost of products sold, higher selling, general and administrative ("SG&A") expenses, and increased amortization expense, partially offset by lower impairment and restructuring charges. • Cost of products sold decreased in 2024 compared to 2023 due to the impact of lower volume of $173 million and the impact of foreign currency exchange rate changes of $22 million, partially offset by the incremental cost of goods sold from acquisitions (net of divestitures) of $37 million, higher manufacturing costs of $28 million and unfavorable net material and logistics costs (net) of $5 million. • SG&A expenses increased in 2024 compared to 2023 primarily due to the incremental SG&A expense associated with recent acquisitions.
Biggest changeOperating income decreased in 2025 compared to 2024 due to incremental tariff costs and the impact of lower sales net of cost of products sold, partially offset by favorable pricing and lower SG&A expenses. • Cost of products sold increased in 2025 compared to 2024 due to the incremental cost of tariffs of $65 million, the impact of foreign currency exchange rate changes of $16 million, and the incremental cost of goods sold from acquisitions of $15 million, partially offset by favorable material and logistics costs of $19 million and the impact of lower volume of $17 million. • SG&A expenses decreased in 2025 compared to 2024 primarily due to reduced discretionary spending to align with lower demand, decreased accruals for potential uncollectible accounts, and reduced employee compensation, partially offset by the incremental expense associated with acquisitions and the unfavorable impact of foreign currency. • Impairment and restructuring charges increased in 2025 compared to 2024 primarily due to severance expense related to the CEO transition, and restructuring charges related to the announced closure of the Company's bearing manufacturing facility in Heilbronn, Germany. • Gain on sale of real estate for 2024 was due to a gain of $13.8 million on the sale of a former bearing manufacturing plant in Gaffney, South Carolina during the quarter ended September 30, 2024.
However, management believes these actions are not representative of the Company’s core operations. (2) Corporate pension and other postretirement benefit related (income) expense represents actuarial (gains) and losses that resulted from the remeasurement of plan assets and obligations as a result of changes in assumptions or experience.
However, management believes these actions are not representative of the Company’s core operations. (2) Corporate pension and other postretirement benefit related expense (income) represents actuarial losses and (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. Refer to Note 17 - Retirement Benefit Plans and Note 18 - Other Postretirement Benefit Plans for additional discussion.
The Company recognizes actuarial losses and (gains) in connection with the annual remeasurement in the fourth quarter, or if specific events trigger a remeasurement. Refer to Note 17 - Retirement Benefit Plans and Note 18 - Other Postretirement Benefit Plans for additional discussion.
(2) Corporate pension and other postretirement benefit related (income) expense represents actuarial (gains) and losses 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.
(2) Corporate pension and other postretirement benefit related expense (income) represents actuarial losses and (gains) that resulted from the remeasurement of plan assets and obligations as a result of changes in assumptions or experience. The Company recognizes actuarial losses and (gains) in connection with the annual remeasurement in the fourth quarter, or if specific events trigger a remeasurement.
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 and taxes; (j) the rapidly evolving global regulatory landscape and the corresponding heightened operational complexity and compliance risks; (k) 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; (l) 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; (m) 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 (n) those items identified under Item 1A.
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; (j) the rapidly evolving global regulatory landscape and the corresponding heightened operational complexity and compliance risks; (k) 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; (l) 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; (m) 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 (n) those items identified under Item 1A.
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 the risks posed by international trade disputes, tariffs and sanctions; (b) 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; (c) the effects of fluctuations in customer demand on sales, product mix and prices in the industries in which the Company operates.
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; (b) 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; (c) the effects of fluctuations in customer demand on sales, product mix and prices in the industries in which the Company operates.
Item 7. 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.
Item 7. 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 provides related services.
On December 5, 2022 the Company entered into the Fifth Amended and Restated Credit Agreement ("Credit Agreement"), which is comprised of a $750.0 million unsecured revolving credit facility ("Senior Credit Facility") and a $400.0 million unsecured term loan facility ("2027 Term Loan") that each mature on December 5, 2027.
On December 5, 2022 the Company entered into the Fifth Amended and Restated Credit Agreement ("Credit Agreement"), which is comprised of a $750 million unsecured revolving credit facility ("Senior Credit Facility") and a $400 million unsecured term loan facility ("2027 Term Loan") that each mature on December 5, 2027.
Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of these indefinite-lived intangible assets would exceed their respective carrying values. 35 Table of Contents Income Taxes: Management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities, valuation allowances against deferred tax assets, and accruals for uncertain tax positions.
Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of these indefinite-lived intangible assets would exceed their respective carrying values. 34 Table of Contents Income Taxes: Management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities, valuation allowances against deferred tax assets, and accruals for uncertain tax positions.
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 income tax discrete items, and other items from time to time that are not part of the Company's core 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, CEO transition expenses, 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.
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 highly collaborative technical selling approach, the Company places particular emphasis on creating unique solutions for challenging and/or demanding applications.
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.
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 costs associated with the effects of 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; (f) 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; (g) 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; (h) 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; 46 Table of Contents (i) unanticipated litigation, claims, investigations, remediation or assessments.
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; costs associated with inclement weather events; 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; (f) 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; (g) 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; (h) 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; 44 Table of Contents (i) unanticipated litigation, claims, investigations, remediation or assessments.
(3) Acquisition-related charges represent deal-related expenses associated with completed transactions and any resulting inventory step-up impact. (4) 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.
(3) Acquisition-related charges represent deal-related expenses associated with completed transactions and any resulting inventory step-up impact. (4) Represents property loss and related expenses incurred during the periods presented resulting from a fire that occurred during the second quarter of 2024 at one of the Company's plants in Slovakia.
As mentioned above, accounting guidance permits an entity to first assess qualitative factors to determine whether additional indefinite-lived intangible asset impairment testing is required. The Company chose to utilize this qualitative assessment in the annual impairment testing for all of its indefinite-lived intangible assets in the fourth quarter of 2024.
As mentioned above, accounting guidance permits an entity to first assess qualitative factors to determine whether additional indefinite-lived intangible asset impairment testing is required. The Company chose to utilize this qualitative assessment in the annual impairment testing for all of its indefinite-lived intangible assets in the fourth quarter of 2025.
Refer to Note 1 - Significant Accounting Policies in the Notes to the Consolidated Financial Statements for further discussion around the Company's revenue policy. 36 Table of Contents Benefit Plans: The Company sponsors a number of defined benefit pension plans that cover eligible employees.
Refer to Note 1 - Significant Accounting Policies in the Notes to the Consolidated Financial Statements for further discussion around the Company's revenue policy. 35 Table of Contents Defined Benefit Pension Plans: The Company sponsors a number of defined benefit pension plans that cover eligible employees.
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 acquisitions and divestitures completed in 2024 and 2023 and foreign currency exchange rate changes.
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 acquisitions completed in 2024 and foreign currency exchange rate changes.
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. 47 Table of Contents
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. 45 Table of Contents
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.
This information is intended to supplement U.S. GAAP financial measures and is not intended to replace U.S. 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.
Risk Factors on pages 9 through 18 . 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 SEC.
Risk Factors on pages 9 through 19 . 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 SEC.
The maximum consolidated net leverage ratio permitted under the Senior Credit Facility is 3.5 to 1.0. As of December 31, 2024, the Company's consolidated net leverage ratio was 2.01 to 1.0. The minimum consolidated interest coverage ratio permitted under the Senior Credit Facility is 3.0 to 1.0.
The maximum consolidated net leverage ratio permitted under the Senior Credit Facility is 3.5 to 1.0. As of December 31, 2025, the Company's consolidated net leverage ratio was 2.01 to 1.0. The minimum consolidated interest coverage ratio permitted under the Senior Credit Facility is 3.0 to 1.0.
For a discussion of changes in consolidated results from 2023 to 2022, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023. 27 Table of Contents BUSINESS SEGMENTS The Company's reportable segments are product-based business groups that serve customers in diverse industrial markets.
For a discussion of changes in consolidated results from 2024 to 2023, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. 28 Table of Contents BUSINESS SEGMENTS The Company's reportable segments are product-based business groups that serve customers in diverse industrial markets.
This requires the Company’s ongoing commitment to attract, retain and develop the best talent across the world. 23 Table of Contents Capital Deployment to Drive Shareholder Value.
This requires the Company’s ongoing commitment to attract, retain and develop the best talent across the world. 24 Table of Contents Capital Deployment to Drive Shareholder Value.
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.
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.
Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of these reporting units exceeded their respective carrying values. The Company chose to perform a quantitative impairment analysis in the fourth quarter of 2024 for its Belts and Chain reporting unit.
Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of these reporting units exceeded their respective carrying values. In 2024, the Company performed a quantitative impairment analysis in the fourth quarter of 2024 for its Belts and Chain reporting unit.
Kyle and other one-time costs associated with the transition. (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.
Kyle and other one-time costs associated with the transition in 2024. (7) 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.
This will be the 411 th consecutive quarterly dividend paid on the common shares of the Company. 45 Table of Contents Forward-Looking Statements Certain statements set forth in this Annual Report on Form 10-K and in the Company’s 2024 Annual Report to Shareholders 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.
This will be the 415 th consecutive quarterly dividend paid on the common shares of the Company. 43 Table of Contents Forward-Looking Statements Certain statements set forth in this Annual Report on Form 10-K and in the Company’s 2025 Annual Report to Shareholders 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.
On May 23, 2024, the Company issued fixed-rate unsecured senior notes ("2034 Notes") in the aggregate principal amount of €600 million with an interest rate of 4.125%, maturing on May 23, 2034.
On May 23, 2024, the Company issued fixed-rate Euro senior unsecured notes ("2034 Notes") in the aggregate principal amount of €600 million with an interest rate of 4.13%, maturing on May 23, 2034.
Industrial Motion also includes industrial drivetrain services, which return equipment 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 also includes industrial drivetrain services, which return equipment to like-new condition. The Industrial Motion portfolio features many strong brands, including Philadelphia Gear®, Cone Drive®, CGI®, Spinea®, Rollon®, Nadella®, Rosa Sistemi®, Groeneveld®, BEKA®, Des-Case®, Diamond®, Drives®, Timken® Belts, Lovejoy®, PT Tech®, Torsion Control Products® and Lagersmit®.
(2) Depreciation and amortization shown excludes depreciation recognized in reorganization charges, if any. 44 Table of Contents OTHER DISCLOSURES: 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.
GAAP financial measures. (2) Depreciation and amortization shown excludes depreciation recognized in reorganization charges, if any. 42 Table of Contents OTHER DISCLOSURES: 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.
As of December 31, 2024, the Company's consolidated interest coverage ratio was 7.69 to 1.0. The interest rate under the Senior Credit Facility is variable with a spread based on the Company's debt rating.
As of December 31, 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.
The following table presents the sensitivity of the Company's global projected pension benefit obligation ("PBO") to the indicated increase/decrease in key assumptions: + / - Change at December 31, 2024 Change PBO Assumption: Discount rate .25% $ 13.0 In the table above, a 25 basis point decrease in the discount rate will increase the PBO by $13.0 million and decrease income before income taxes through the recognition of actuarial losses of $13.0 million.
The following table presents the sensitivity of the Company's global projected pension benefit obligation ("PBO") to the indicated increase/decrease in key assumptions: + / - Change at December 31, 2025 Change PBO Assumption: Discount rate .25% $ 8.3 In the table above, a 25 basis point decrease in the discount rate will increase the PBO by $8.3 million and decrease income before income taxes through the recognition of actuarial losses of $8.3 million.
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; (d) 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 that may impact the way the Company’s products are produced, sold or distributed; (e) changes in operating costs.
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, changes in customer preferences due to emergent technologies, evolving regulatory landscapes or other factors and whether conditions of fair trade continue in the Company's markets; (d) 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 AI, that may impact the way the Company’s products are produced, sold or distributed; (e) changes in operating costs.
Refer to Note 2 - Acquisitions and Divestitures in the Notes to the Consolidated Financial Statements for additional information.
Refer to Note 2 - Acquisitions in the Notes to the Consolidated Financial Statements for additional information.
The result of this impairment analysis was to recognize an impairment loss of $1.5 million, reducing goodwill for this reporting unit to zero. As of December 31, 2024, the Company had $96.0 million of indefinite-lived intangible assets on its Consolidated Balance Sheet. The Company’s indefinite-lived intangible assets primarily consist of acquired trade names.
The result of this impairment analysis was to recognize an impairment loss of $1.5 million, reducing goodwill for this reporting unit to zero. As of December 31, 2025, the Company had $100.6 million of indefinite-lived intangible assets on its Consolidated Balance Sheet. The Company’s indefinite-lived intangible assets primarily consist of acquired trade names.
(3) Acquisition-related charges represent deal-related expenses associated with completed transactions and certain unsuccessful transactions, as well as any resulting inventory step-up impact. (4) The acquisition-related gain represents a bargain purchase gain on the acquisition of the assets of Aurora Bearing Company ("Aurora") that closed on November 30, 2020.
(3) Acquisition-related charges represent deal-related expenses associated with completed transactions and certain unsuccessful transactions, as well as any resulting inventory step-up impact, and a bargain purchase gain in 2021 on the acquisition of the assets of Aurora Bearing Company, that closed on November 30, 2020. (4) Represents the net gain resulting from divestitures and sale of certain assets.
In determining the need for a valuation allowance, the historical and projected financial performance of the entity recording the net deferred tax asset is considered along with any other pertinent information. The Company recorded $0.9 million in 2024 and $2.1 million in 2023 of tax benefits related to the reversal of valuation allowances.
In determining the need for a valuation allowance, the historical and projected financial performance of the entity recording the net deferred tax asset is considered along with any other pertinent information. The Company recorded $6.8 million in 2025 and $0.9 million in 2024 of tax benefits related to the reversal of valuation allowances.
The amounts in the table above are based on actuarial estimates using current assumptions for, among other things, discount rates, expected return on assets and health care cost trend rates. During 2024, the Company made cash contributions and payments of $24.6 million to its global defined benefit pension plans and $1.6 million to its other postretirement benefit plans.
The amounts in the table above are based on actuarial estimates using current assumptions for, among other things, discount rates, expected return on assets and health care cost trend rates. During 2025, the Company made cash contributions and payments of $36.8 million to its global defined benefit pension plans and $1.9 million to its other postretirement benefit plans.
The Company recognizes actuarial gains and losses immediately through net periodic benefit cost upon the annual remeasurement in the fourth quarter, or on an interim basis if specific events trigger a remeasurement. 37 Table of Contents Defined Benefit Pension Plans: The Company recognized net periodic benefit cost of $12.2 million during 2024 for defined benefit pension plans, compared to net periodic benefit cost of $33.8 million during 2023.
The Company recognizes actuarial gains and losses immediately through net periodic benefit cost upon the annual remeasurement in the fourth quarter, or on an interim basis if specific events trigger a remeasurement. 36 Table of Contents The Company recognized net periodic benefit cost of $25.2 million during 2025 for defined benefit pension plans, compared to net periodic benefit cost of $12.2 million during 2024.
Impairment, restructuring and reorganization charges for 2023 included $28.3 million related to the impairment of goodwill. Impairment, restructuring and reorganization charges for 2022 included $29.3 million related to the sale of ADS. The Company re-assesses its operating footprint and cost structure periodically, and makes adjustments as needed that result in restructuring charges.
Impairment, restructuring and reorganization charges for 2023 included $28.3 million related to the impairment of goodwill. Impairment, restructuring and reorganization charges for 2022 included $29.3 million related to the sale of Timken Aerospace Drives Systems, LLC. The Company re-assesses its operating footprint and cost structure periodically, and makes adjustments as needed that result in restructuring charges.
A 25 basis point increase in the discount rate will decrease the PBO by $13.0 million and increase income before income taxes through the recognition of actuarial gains of $13.0 million.
A 25 basis point increase in the discount rate will decrease the PBO by $8.3 million and increase income before income taxes through the recognition of actuarial gains of $8.3 million.
For expense purposes in 2024, the Company applied an expected weighted-average rate of return of 3.94% for the Company’s U.S. pension plan assets. For expense purposes in 2025, the Company will apply an expected weighted-average rate of return on plan assets of 4.30%.
For expense purposes in 2025, the Company applied an expected weighted-average rate of return of 4.30% for the Company’s U.S. pension plan assets. For expense purposes in 2026, the Company will apply an expected weighted-average rate of return on plan assets of 4.74%.
Accounting guidance permits an entity to first assess qualitative factors to determine whether additional indefinite-lived intangible asset impairment testing, including goodwill, is required. The Company chose to utilize this qualitative assessment in the annual goodwill impairment testing for all reporting units, except its Belts and Chain reporting unit, in the fourth quarter of 2024.
Accounting guidance permits an entity to first assess qualitative factors to determine whether additional indefinite-lived intangible asset impairment testing, including goodwill, is required. The Company chose to utilize this qualitative assessment in the annual goodwill impairment testing for all reporting units in the fourth quarter of 2025.
Interest rates under the Credit Agreement are based on the Secured Overnight Financing Rate ("SOFR"). At December 31, 2024, the Senior Credit Facility had no outstanding borrowings. The Credit Agreement has two financial covenants: a consolidated net leverage ratio and a consolidated interest coverage ratio.
Interest rates under the Credit Agreement are based on the Secured Overnight Financing Rate ("SOFR"). At December 31, 2025, the Senior Credit Facility had $21.2 million of outstanding borrowings. The Credit Agreement has two financial covenants: a consolidated net leverage ratio and a consolidated interest coverage ratio.
Reconciliation of Net income to Adjusted EBITDA for the twelve months: Twelve Months Ended December 31, 2024 2023 Net income $ 375.3 $ 408.0 Provision for income taxes 118.9 122.5 Interest expense 125.1 110.7 Interest income (14.9) (9.3) Depreciation and amortization 221.8 201.3 Consolidated EBITDA 826.2 833.2 Adjustments: Impairment, restructuring and reorganization charges (1) $ 17.8 $ 59.3 Corporate pension and other postretirement related (income) expense (2) (1.3) 20.6 Acquisition-related charges (3) 13.0 31.8 Property losses and related expenses (4) 1.2 — Gain on divestitures and sale of certain assets (5) (14.7) (2.9) CEO succession expenses (6) 3.7 — Tax indemnification and related items (1.1) — Total Adjustments 18.6 108.8 Adjusted EBITDA $ 844.8 $ 942.0 Net Debt $ 1,689.5 $ 1,977.0 Ratio of Net Debt to Adjusted EBITDA 2.0 2.1 (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.
Reconciliation of Net income to Adjusted EBITDA for the twelve months: Twelve Months Ended December 31, 2025 2024 Net income $ 317.3 $ 375.3 Provision for income taxes 98.7 118.9 Interest expense 110.3 125.1 Interest income (10.3) (14.9) Depreciation and amortization 230.1 221.8 Consolidated EBITDA 746.1 826.2 Adjustments: Impairment, restructuring and reorganization charges (1) $ 20.7 $ 17.8 Corporate pension and other postretirement related expense (income) (2) 10.8 (1.3) Acquisition-related charges (3) — 13.0 Property losses and related expenses (4) — 1.2 Gain on divestitures and sale of certain assets (5) (2.6) (14.7) CEO transition expenses (6) 20.8 3.7 Tax indemnification and related items — (1.1) Total Adjustments 49.7 18.6 Adjusted EBITDA $ 795.8 $ 844.8 Net Debt $ 1,557.6 $ 1,689.5 Ratio of Net Debt to Adjusted EBITDA 2.0 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.
Reconciliation of net cash provided by operating activities to free cash flow: Twelve Months Ended December 31, 2024 2023 2022 2021 2020 Net cash provided by operating activities $ 475.6 $ 545.2 $ 463.8 $ 387.3 $ 577.6 Capital expenditures (170.0) (187.8) (178.4) (148.3) (121.6) Free cash flow $ 305.6 $ 357.4 $ 285.4 $ 239.0 $ 456.0 42 Table of Contents 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.
Reconciliation of net cash provided by operating activities to free cash flow: Twelve Months Ended December 31, 2025 2024 2023 2022 2021 Net cash provided by operating activities $ 554.3 $ 475.7 $ 545.2 $ 463.8 $ 387.3 Capital expenditures (148.2) (170.0) (187.8) (178.4) (148.3) Free cash flow $ 406.1 $ 305.7 $ 357.4 $ 285.4 $ 239.0 40 Table of Contents 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.
In 2025, the Company expects net periodic benefit cost to be approximately $14 million for defined benefit pension plans, compared with net periodic benefit cost of $12.2 million in 2024.
In 2026, the Company expects net periodic benefit cost to be approximately $12 million for defined benefit pension plans, compared to net periodic benefit cost of $25.2 million in 2025.
Management regularly evaluates these assumptions and adjusts them as required and appropriate. Other plan assumptions also are reviewed on a regular basis to reflect recent experience and the Company's future expectations. Actual experience that differs from these assumptions may affect future liquidity, expense and the overall financial position of the Company.
Other plan assumptions also are reviewed on a regular basis to reflect recent experience and the Company's future expectations. Actual experience that differs from these assumptions may affect future liquidity, expense and the overall financial position of the Company.
In 2024, the Company recognized $1.3 million of net mark-to-market gains, compared to $20.6 million of net mark-to-market charges in 2023. Refer to Note 17 - Retirement Benefit Plans and Note 18 - Other Postretirement Benefit Plans in the Notes to the Consolidated Financial Statements for more information .
In 2025, the Company recognized $10.8 million of net mark-to-market losses, compared to $1.3 million of net mark-to-market gains in 2024. Refer to Note 17 - Retirement Benefit Plans and Note 18 - Other Postretirement Benefit Plans in the Notes to the Consolidated Financial Statements for more information .
The primary measurement used by management to measure the financial performance of each segment is adjusted EBITDA. Refer to Note 4 - 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 primary measurement used by management to measure the financial performance of each segment is adjusted earnings before interest, taxes, depreciation and amortization ("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.
Net periodic benefit cost for 2025 does not include mark-to-market charges that will be recognized immediately through earnings in the fourth quarter of 2025, or on an interim basis if specific events trigger a remeasurement.
Net periodic benefit cost for 2026 does not include mark-to-market charges that will be recognized immediately through earnings in the fourth quarter of 2026, or on an interim basis if specific events trigger a remeasurement. Excluding the mark-to-market losses of $11.2 million recognized in 2025, net periodic benefit cost was $14.0 million in 2025.
Reconciliation of adjusted net operating profit after taxes, adjusted invested capital and return on adjusted inv ested capital: Adjusted Net Operating Profit after Taxes (ANOPAT): Twelve Months Ended December 31, 2024 2023 2022 2021 2020 Adjusted EBITDA (1) $ 844.8 $ 939.7 $ 855.9 $ 718.0 $ 658.9 Acquisition intangible amortization 78.0 65.7 43.9 46.8 47.3 Less: depreciation and amortization expense (2) 220.5 200.5 164.0 167.0 164.0 Adjusted EBIT 702.3 804.9 735.8 597.8 542.2 Adjusted tax rate 27.0 % 25.5 % 25.5 % 24.0 % 25.5 % Calculated income taxes 189.6 205.2 187.6 143.5 138.3 ANOPAT $ 512.7 $ 599.7 $ 548.2 $ 454.3 $ 403.9 Adjusted Invested Capital: Twelve Months Ended December 31, 2024 2023 2022 2021 2020 2019 Total debt $ 2,062.7 $ 2,395.9 $ 1,963.2 $ 1,464.9 $ 1,564.6 $ 1,730.1 Less: cash and cash equivalents 373.2 418.9 331.6 257.1 320.3 209.5 Net debt 1,689.5 1,977.0 1,631.6 1,207.8 1,244.3 1,520.6 Total equity 2,984.1 2,702.4 2,352.9 2,377.7 2,225.2 1,954.8 Invested capital (total debt + total equity) 4,673.6 4,679.4 3,984.5 3,585.5 3,469.5 3,475.4 Invested capital (two-point average) $ 4,676.5 $ 4,332.0 $ 3,785.0 $ 3,527.5 $ 3,472.5 Return on Invested Capital: Twelve Months Ended December 31, 2024 2023 2022 2021 2020 ANOPAT $ 512.7 $ 599.7 $ 548.2 $ 454.3 $ 403.9 Invested capital (two-point average) 4,676.5 4,332.0 3,785.0 3,527.5 3,472.5 Return on invested capital 11.0 % 13.8 % 14.5 % 12.9 % 11.6 % (1) Refer to page 43 for reconciliations to the most directly comparable GAAP financial measures.
Reconciliation of adjusted net operating profit after taxes, adjusted invested capital and return on adjusted inv ested capital: Adjusted Net Operating Profit after Taxes (ANOPAT): Twelve Months Ended December 31, 2025 2024 2023 2022 2021 Adjusted EBITDA (1) $ 795.8 $ 844.8 $ 939.7 $ 855.9 $ 718.0 Acquisition intangible amortization 79.1 78.0 65.7 43.9 46.8 Less: depreciation and amortization expense (2) 229.0 220.5 200.5 164.0 167.0 Adjusted EBIT 645.9 702.3 804.9 735.8 597.8 Adjusted tax rate 27.0 % 27.0 % 25.5 % 25.5 % 24.0 % Calculated income taxes 174.4 189.6 205.2 187.6 143.5 ANOPAT $ 471.5 $ 512.7 $ 599.7 $ 548.2 $ 454.3 Adjusted Invested Capital: Twelve Months Ended December 31, 2025 2024 2023 2022 2021 2020 Total debt $ 1,922.0 $ 2,062.7 $ 2,395.9 $ 1,963.2 $ 1,464.9 $ 1,564.6 Less: cash and cash equivalents 364.4 373.2 418.9 331.6 257.1 320.3 Net debt 1,557.6 1,689.5 1,977.0 1,631.6 1,207.8 1,244.3 Total equity 3,345.7 2,984.1 2,702.4 2,352.9 2,377.7 2,225.2 Invested capital (net debt + total equity) 4,903.3 4,673.6 4,679.4 3,984.5 3,585.5 3,469.5 Invested capital (two-point average) $ 4,788.5 $ 4,676.5 $ 4,332.0 $ 3,785.0 $ 3,527.5 Return on Invested Capital: Twelve Months Ended December 31, 2025 2024 2023 2022 2021 ANOPAT $ 471.5 $ 512.7 $ 599.7 $ 548.2 $ 454.3 Invested capital (two-point average) 4,788.5 4,676.5 4,332.0 3,785.0 3,527.5 Return on invested capital 9.8 % 11.0 % 13.8 % 14.5 % 12.9 % (1) Refer to page 39 for reconciliations to the most directly comparable U.S.
In 2024, the Company recorded $2.4 million of net tax benefit for uncertain tax positions, which consisted primarily of $8.8 million related to increases to current and prior year uncertain tax positions and interest. This expense was partially offset by $11.2 million of the net reversal of accruals for prior year uncertain tax positions and settlements with tax authorities.
In 2025, the Company recorded $13.2 million of net tax benefit for uncertain tax positions, which consisted primarily of $21.0 million of the net reversal of accruals for prior year uncertain tax positions and settlements with tax authorities. This benefit was partially offset by $7.8 million related to increases to current and prior year uncertain tax positions and interest.
During 2024, the Company recorded a $2.0 million decrease of uncertain tax positions related to foreign currency translation adjustments and deferred tax liabilities. The Company also recorded $5.9 million of uncertain tax positions related to prior years for acquisitions made during 2024.
During 2025, the Company recorded a $2.6 million increase of uncertain tax positions related to foreign currency translation adjustments and deferred tax liabilities. The Company also released $0.3 million of uncertain tax positions related to prior years for acquisitions made during 2024.
For the year ended December 31, 2024, the Company recorded a negative non-cash foreign currency translation adjustment of $156.4 million that decreased shareholders’ equity, compared with a positive non-cash foreign currency translation adjustment of $35.3 million that increased shareholders’ equity for the year ended December 31, 2023.
For the year ended December 31, 2025, the Company recorded a positive non-cash foreign currency translation adjustment of $215.6 million that increased shareholders’ equity, compared to a negative non-cash foreign currency translation adjustment of $156.4 million that decreased shareholders’ equity for the year ended December 31, 2024.
Income Tax Expense: 2024 2023 $ Change Change Income tax expense $ 118.9 $ 122.5 $ (3.6) (2.9 %) Effective tax rate 24.1 % 23.1 % — 100 bps The effective tax rate for 2024 was 24.1%, which was unfavorable compared to the U.S. federal statutory rate of 21%, primarily due to the unfavorable impact of earnings in foreign jurisdictions where the effective tax rate was higher than 21% and U.S. state and local income taxes.
Income Tax Expense: 2025 2024 $ Change Change Income tax expense $ 98.7 $ 118.9 $ (20.2) (17.0 %) Effective tax rate 23.7 % 24.1 % — (40) bps The effective tax rate for 2025 was 23.7%, which was unfavorable compared to the U.S. federal statutory rate of 21%, primarily due to the unfavorable impact of earnings in foreign jurisdictions where the effective tax rate was higher than 21% and U.S. state and local income taxes.
Net income for the trailing twelve months ended December 31, 2024 and December 31, 2023 was $375.3 million and $408.0 million, respectively. Net debt to adjusted EBITDA for the trailing twelve months was 2.0 at December 31, 2024 , compared with 2.1 at December 31, 2023 .
Net income for the trailing twelve months ended December 31, 2025 and December 31, 2024 was $317.3 million and $375.3 million, respectively. Net debt to adjusted EBITDA for the trailing twelve months was 2.0 at both December 31, 2025 and December 31, 2024 .
Net of related derivative activity, the Company recognized a foreign currency exchange loss resulting from transactions of $9.3 million for the year ended December 31, 2024, a loss of $14.8 million and a gain of $15.4 million for the years ended December 31, 2023 and 2022, respectively.
Net of related derivative activity, the Company recognized foreign currency exchange losses resulting from transactions of $14.0 million, $9.3 million and $14.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.
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. 40 Table of Contents Reconciliation of net income attributable to The Timken Company to adjusted net income, adjusted EBITDA and adjusted EBITDA Margin: Twelve Months Ended December 31, 2024 2023 2022 2021 2020 Net sales $ 4,573.0 $ 4,769.0 $ 4,496.7 $ 4,132.9 $ 3,513.2 Net Income Attributable to The Timken Company 352.7 394.1 407.4 369.1 284.5 Net Income Attributable to The Timken Company as a Percentage of Sales 7.7% 8.3% 9.1% 8.9% 8.1% Adjustments: Acquisition intangible amortization 78.0 65.7 43.9 46.8 47.3 Impairment, restructuring and reorganization charges (1) 19.1 60.1 55.1 15.1 29.0 Corporate pension and other postretirement benefit related (income) expense (2) (1.3) 20.6 2.9 0.3 18.5 Acquisition-related charges (3) 13.0 31.8 14.8 3.2 3.7 Acquisition-related gain (4) — — — (0.9) (11.1) Gain on divestitures and sale of certain assets (5) (14.7) (5.2) (2.9) — (0.4) Property losses (recoveries) and related expenses (6) 1.2 — — — (5.5) Tax indemnification and related items (1.1) — 0.3 0.2 0.5 CEO succession expenses (7) 3.7 — — — — Noncontrolling interest of above adjustments (0.2) (2.1) (5.3) — (0.1) Provision for income taxes (8) (41.0) (56.9) (35.9) (35.0) (18.2) Adjusted Net Income $ 409.4 $ 508.1 $ 480.3 $ 398.8 $ 348.2 Net income attributable to noncontrolling interest 22.6 13.9 9.6 12.4 7.9 Provision for income taxes (as reported) 118.9 122.5 133.9 95.1 103.9 Interest expense 125.1 110.7 74.6 58.8 67.6 Interest income (14.9) (9.3) (3.8) (2.3) (3.7) Depreciation and amortization expense (9) 220.5 200.5 164.0 167.0 164.0 Less: Acquisition intangible amortization 78.0 65.7 43.9 46.8 47.3 Less: Noncontrolling interest (0.2) (2.1) (5.3) — (0.1) Less: Provision for income taxes (8) (41.0) (56.9) (35.9) (35.0) (18.2) Adjusted EBITDA $ 844.8 $ 939.7 $ 855.9 $ 718.0 $ 658.9 Adjusted EBITDA Margin (% of net sales) 18.5 % 19.7 % 19.0 % 17.4 % 18.8 % 41 Table of Contents 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.
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. 38 Table of Contents Reconciliation of net income attributable to The Timken Company to adjusted net income, adjusted EBITDA and adjusted EBITDA Margin: Twelve Months Ended December 31, 2025 2024 2023 2022 2021 Net sales $ 4,581.8 $ 4,573.0 $ 4,769.0 $ 4,496.7 $ 4,132.9 Net Income Attributable to The Timken Company 288.4 352.7 394.1 407.4 369.1 Net Income Attributable to The Timken Company as a Percentage of Sales 6.3% 7.7% 8.3% 9.1% 8.9% Adjustments: Acquisition intangible amortization 79.1 78.0 65.7 43.9 46.8 Impairment, restructuring and reorganization charges (1) 21.8 19.1 60.1 55.1 15.1 Corporate pension and other postretirement benefit related (income) expense (2) 10.8 (1.3) 20.6 2.9 0.3 Acquisition-related charges (3) — 13.0 31.8 14.8 2.3 Gain on divestitures and sale of certain assets (4) (2.6) (14.7) (5.2) (2.9) — Property losses and related expenses (5) — 1.2 — — — Tax indemnification and related items — (1.1) — 0.3 0.2 CEO transition expenses (6) 20.8 3.7 — — — Noncontrolling interest of above adjustments 4.9 (0.2) (2.1) (5.3) — Provision for income taxes (7) (48.7) (41.0) (56.9) (35.9) (35.0) Adjusted Net Income $ 374.5 $ 409.4 $ 508.1 $ 480.3 $ 398.8 Net income attributable to noncontrolling interest 28.9 22.6 13.9 9.6 12.4 Provision for income taxes (as reported) 98.7 118.9 122.5 133.9 95.1 Interest expense 110.3 125.1 110.7 74.6 58.8 Interest income (10.3) (14.9) (9.3) (3.8) (2.3) Depreciation and amortization expense (8) 229.0 220.5 200.5 164.0 167.0 Less: Acquisition intangible amortization 79.1 78.0 65.7 43.9 46.8 Less: Noncontrolling interest 4.9 (0.2) (2.1) (5.3) — Less: Provision for income taxes (7) (48.7) (41.0) (56.9) (35.9) (35.0) Adjusted EBITDA $ 795.8 $ 844.8 $ 939.7 $ 855.9 $ 718.0 Adjusted EBITDA Margin (% of net sales) 17.4 % 18.5 % 19.7 % 19.0 % 17.4 % (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; (iv) impairment of assets; and (v) related depreciation and amortization.
At December 31, 2024, the Company had strong liquidity with $373.2 million of cash and cash equivalents on the Consolidated Balance Sheet, as well as $843.9 million available under committed credit lines. Of the $373.2 million of cash and cash equivalents, $338.6 million resided in jurisdictions outside the United States.
At December 31, 2025, the Company had strong liquidity with $364.4 million of cash and cash equivalents on the Consolidated Balance Sheet, as well as $828.8 million available under committed credit lines. Of the $364.4 million of cash and cash equivalents, $333.9 million resided in jurisdictions outside the United States.
The Company expects capital expenditures in 2025 to be in the range of 3.5% of sales. 25 Table of Contents THE STATEMENTS OF INCOME Operating Income: Twelve Months Ended December 31, 2024 2023 $ Change Change Net sales $ 4,573.0 $ 4,769.0 $ (196.0) (4.1%) Cost of products sold 3,132.3 3,259.9 (127.6) (3.9%) Selling, general and administrative expenses 752.0 740.8 11.2 1.5% Amortization of intangible assets 78.0 65.7 12.3 18.7% Impairment and restructuring charges 13.4 45.5 (32.1) (70.5%) Gain on sale of real estate (13.8) — (13.8) NM Operating income $ 611.1 $ 657.1 (46.0) (7.0%) Operating income % to net sales 13.4 % 13.8 % (40) bps Net sales decreased in 2024 compared to 2023 primarily due to lower organic sales of $276 million (lower demand, favorable pricing) as well as the unfavorable impact of foreign currency exchange of $34 million, partially offset by the favorable impact of acquisitions (net of divestitures) of $114 million.
The Company expects capital expenditures in 2026 to be approximately 3.5% of sales. 26 Table of Contents THE STATEMENTS OF INCOME Operating Income: Twelve Months Ended December 31, 2025 2024 $ Change Change Net sales $ 4,581.8 $ 4,573.0 $ 8.8 0.2% Cost of products sold 3,188.5 3,132.3 56.2 1.8% Selling, general and administrative expenses 748.3 752.0 (3.7) (0.5%) Amortization of intangible assets 79.1 78.0 1.1 1.4% Impairment and restructuring charges 25.3 13.4 11.9 88.8% Gain on sale of real estate — (13.8) 13.8 NM Operating income $ 540.6 $ 611.1 $ (70.5) (11.5%) Operating income % to net sales 11.8 % 13.4 % (160) bps Net sales increased in 2025 compared to 2024 primarily due to the favorable impact of acquisitions of $38 million as well as the favorable impact of foreign currency exchange of $17 million, partially offset by lower organic sales of $46 million (lower demand, favorable pricing).
The effects of acquisitions, divestitures 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 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.
Mark-to-market gains during 2024 were primarily due to the impact of a net increase in the discount rate used to measure the Company's defined benefit pension obligations of $28.7 million, partially offset by lower than expected returns on plans assets of $26.8 million and experience losses of $1.2 million.
Mark-to-market losses during 2025 were primarily due to the impact of a net reduction in the discount rate used to measure the Company's defined benefit pension obligations of $10.6 million and the impact of experience losses of $2.9 million, partially offset by higher than expected returns on plans assets of $1.3 million and other actuarial gains of $1.0 million.
Financing Activities: The change in net cash used in/provided by financing activities in 2024 compared with 2023 was primarily due to a decrease in net borrowings of $686.2 million and lower proceeds from the 2024 sale of shares of Timken India Limited ("TIL") as compared to the 2023 sale in the amount of $52.5 million, partially offset by a decrease in the purchase of treasury shares of $210.4 million. 31 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Reconciliation of total debt to net debt and the ratio of net debt to capital: Net Debt: December 31, 2024 2023 Short-term debt, including current portion of long-term debt $ 13.0 $ 605.6 Long-term debt 2,049.7 1,790.3 Total debt $ 2,062.7 $ 2,395.9 Less: Cash and cash equivalents 373.2 418.9 Net debt $ 1,689.5 $ 1,977.0 Ratio of Net Debt to Capital: December 31, 2024 2023 Net debt $ 1,689.5 $ 1,977.0 Total equity 2,984.1 2,702.4 Net debt plus total equity (capital) $ 4,673.6 $ 4,679.4 Ratio of net debt to capital 36.1 % 42.2 % 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.
Financing Activities: The change in net cash used in financing activities in 2025 compared to 2024 was primarily due to proceeds received from the sale of shares of Timken India Limited ("TIL") in 2024 of $232.3 million that did not repeat in 2025, an increase in the purchase of treasury shares of $16.9 million and an increase in noncontrolling dividends paid of $13.9 million, partially offset by an increase in net borrowings of $21.6 million. 31 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Reconciliation of total debt to net debt and the ratio of net debt to capital: Net Debt: December 31, 2025 2024 Short-term debt, including current portion of long-term debt $ 38.9 $ 13.0 Long-term debt 1,883.1 2,049.7 Total debt $ 1,922.0 $ 2,062.7 Less: Cash and cash equivalents 364.4 373.2 Net debt $ 1,557.6 $ 1,689.5 Ratio of Net Debt to Capital: December 31, 2025 2024 Net debt $ 1,557.6 $ 1,689.5 Total equity 3,345.7 2,984.1 Net debt plus total equity (capital) $ 4,903.3 $ 4,673.6 Ratio of net debt to capital 31.8 % 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.
For expense purposes in 2024, the Company applied a weighted-average discount rate of 5.40% to its U.S. defined benefit pension plans. For expense purposes in 2025, the Company will apply a weighted-average discount rate of 5.83% to its U.S. defined benefit pension plans.
The decrease is primarily due to lower expected contributions on to the U.S. pension plans in 2026. For expense purposes in 2025, the Company applied a weighted-average discount rate of 5.83% to its U.S. defined benefit pension plans. For expense purposes in 2026, the Company will apply a weighted-average discount rate of 5.59% to its U.S. defined benefit pension plans.
These plans are accounted for in accordance with ASC Topic 715-30, "Defined Benefit Plans – Pension," and ASC Topic 715-60, "Defined Benefit Plans – Other Postretirement." The measurement of liabilities related to these plans is based on management's assumptions related to future events, including discount rates and health care cost trend rates.
These plans are accounted for in accordance with ASC Topic 715-30, "Defined Benefit Plans – Pension." The measurement of liabilities related to these plans is based on management's assumptions related to future events, including discount rates. Management regularly evaluates these assumptions and adjusts them as required and appropriate.
The impact of the net increase in the discount rate used to measure the Company's defined benefit pension obligations was primarily driven by a 95 basis point increase in the discount rate used to measure its plan obligations in the United Kingdom ("U.K."), which increased from 4.48% in 2023 to 5.43% in 2024, and a 43 basis point increase in the weighted-average discount rate used to measure its U.S. plan obligations, which increased from 5.40% in 2023 to 5.83% in 2024.
The impact of the net reduction in the discount rate used to measure the Company's defined benefit pension obligations was primarily driven by a 36 basis point decrease in the discount rate used to measure its plan obligations in the U.K., which decreased from 5.43% in 2024 to 5.07% in 2025, and a 24 basis point decrease in the weighted-average discount rate used to measure its U.S. plan obligations, which decreased from 5.83% in 2024 to 5.59% in 2025.
Interest Expense and Income: 2024 2023 $ Change % Change Interest expense $ (125.1) $ (110.7) $ (14.4) 13.0 % Interest income 14.9 9.3 5.6 60.2 % Interest expense, net $ (110.2) $ (101.4) $ (8.8) 8.7 % Interest expense increased in 2024 compared to 2023, primarily due to higher average debt levels during the year and higher average interest rates.
Interest Expense and Income: 2025 2024 $ Change % Change Interest expense $ (110.3) $ (125.1) $ 14.8 (11.8 %) Interest income 10.3 14.9 (4.6) (30.9 %) Interest expense, net $ (100.0) $ (110.2) $ 10.2 (9.3 %) Interest expense decreased in 2025 compared to 2024, primarily due to lower average debt levels during the year and lower average interest rates.
Impairment, restructuring and reorganization charges for the twelve months ended December 31, 2023 included $28.3 million related to the impairment of goodwill. 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.
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.
CEO Succession expenses include the acceleration of certain stock compensation awards for Mr. Kyle and other one-time costs associated with the transition. 43 Table of Contents Return on Invested Capital: Return on Invested Capital is defined as adjusted net operating profit after taxes divided by average invested capital.
Kyle and other one-time costs associated with the transition in 2024. 41 Table of Contents Return on Invested Capital: Return on Invested Capital is defined as adjusted net operating profit after taxes divided by average invested capital.
As of December 31, 2024, the Company had $1,383.3 million of goodwill on its Consolidated Balance Sheet, of which $692.0 million was attributable to the Engineered Bearings segment and $691.3 million was attributable to the Industrial Motion segment.
As of December 31, 2025, the Company had $1,486.4 million of goodwill on its Consolidated Balance Sheet, of which $703.9 million was attributable to the Engineered Bearings segment and $782.5 million was attributable to the Industrial Motion segment.
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.
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 December 31, 2025, the Company carried investment-grade credit ratings with both Moody's (Baa2) and S&P Global (BBB-).
The Company recognized net mark-to-market gains of $0.7 million during 2024 compared to net mark-to-market charges of $21.6 million during 2023.
The Company recognized net mark-to-market losses of $11.2 million during 2025 compared to net mark-to-market gains of $0.7 million during 2024.
Excluding mark-to-market gains and losses recognized in 2024 and 2023, including a curtailment gain, net period benefit cost was $13.0 million and $12.2 million, respectively. The increase in 2024 was due to a lower expected return on pension assets.
Excluding mark-to-market gains and losses recognized in 2025 and 2024, including a curtailment gain, net period benefit cost was $14.0 million and $13.0 million, respectively. The increase in 2025 was due to higher interest costs.
The following chart displays the impact of working capital items on cash during 2024 and 2023: 2024 2023 $ Change Cash (used in) provided by: Accounts receivable $ (14.2) $ 71.6 $ (85.8) Unbilled receivables 3.3 (40.4) 43.7 Inventories 9.6 72.0 (62.4) Trade accounts payable (37.1) (57.4) 20.3 Other accrued expenses (7.1) (47.6) 40.5 Cash used in working capital items $ (45.5) $ (1.8) $ (43.7) The following table displays the impact of income taxes on cash during 2024 and 2023: 2024 2023 $ Change Accrued income tax expense $ 118.9 $ 122.5 $ (3.6) Income tax payments (183.5) (240.3) 56.8 Other miscellaneous 1.1 (2.2) 3.3 Change in income taxes $ (63.5) $ (120.0) $ 56.5 Investing Activities: The decrease in net cash used in investing activities in 2024 compared with 2023 was primarily due to a decrease in cash used for acquisitions of $471.4 million, a decrease in capital expenditures of $17.8 million and an increase in cash from the net liquidation of short-term marketable securities of $9.5 million.
The following chart displays the impact of working capital items on cash during 2025 and 2024: 2025 2024 $ Change Cash provided by (used in): Accounts receivable $ 3.7 $ (14.2) $ 17.9 Unbilled receivables 3.4 3.3 0.1 Inventories (3.1) 9.6 (12.7) Trade accounts payable 18.0 (37.1) 55.1 Other accrued expenses 27.6 (7.1) 34.7 Cash provided by (used in) working capital items $ 49.6 $ (45.5) $ 95.1 The following table displays the impact of income taxes on cash during 2025 and 2024: 2025 2024 $ Change Accrued income tax expense $ 98.7 $ 118.9 $ (20.2) Income tax payments (144.8) (183.5) 38.7 Other miscellaneous (0.2) 1.1 (1.3) Change in income taxes $ (46.3) $ (63.5) $ 17.2 Investing Activities: The decrease in net cash used in investing activities in 2025 compared to 2024 was primarily due to a decrease in cash used for acquisitions of $167.4 million and a decrease in capital expenditures of $21.8 million, partially offset by a decrease in cash from the net liquidation of short-term marketable securities of $19.7 million and a decrease in proceeds from disposals of property, plant and equipment of $13.1 million.
Unallocated Corporate: 2024 2023 $ Change Change Unallocated corporate expense $ (69.9) $ (62.7) $ (7.2) 11.5 % Unallocated corporate expense % to net sales (1.5 %) (1.3 %) — (20) bps Unallocated corporate expense increased in 2024 compared with 2023 primarily due to the unfavorable impact of foreign currency losses of $8.2 million in 2024 compared to $3.7 million in 2023. 30 Table of Contents CASH FLOWS 2024 2023 $ Change Net cash provided by operating activities $ 475.7 $ 545.2 $ (69.5) Net cash used in investing activities (304.6) (806.5) 501.9 Net cash (used in) provided by financing activities (194.8) 347.1 (541.9) Effect of exchange rate changes on cash (22.0) (7.2) (14.8) (Decrease) increase in cash, cash equivalents and restricted cash $ (45.7) $ 78.6 $ (124.3) Operating Activities: The decrease in net cash provided by operating activities in 2024 compared with 2023 was primarily due to the unfavorable impact of working capital items of $43.7 million, a decrease in net income of $32.7 million, a decrease in impairment charges of $29.7 million, partially offset by the favorable impact of income taxes on cash of $56.5 million due to lower tax payments.
Unallocated Corporate: 2025 2024 $ Change Change Unallocated corporate expense $ (73.3) $ (69.9) $ (3.4) 4.9 % Unallocated corporate expense % to net sales (1.6 %) (1.5 %) — (10) bps Unallocated corporate expense increased in 2025 compared to 2024 primarily due to the unfavorable impact of foreign currency losses of $11.5 million in 2025 compared to $8.2 million in 2024 and higher charitable donations, partially offset by reduced corporate compensation expenses. 30 Table of Contents CASH FLOWS 2025 2024 $ Change Net cash provided by operating activities $ 554.3 $ 475.7 $ 78.6 Net cash used in investing activities (148.3) (304.6) 156.3 Net cash used in financing activities (437.1) (194.8) (242.3) Effect of exchange rate changes on cash 22.9 (22.0) 44.9 Decrease in cash, cash equivalents and restricted cash $ (8.2) $ (45.7) $ 37.5 Operating Activities: The increase in net cash provided by operating activities in 2025 compared to 2024 was primarily due to the favorable impact of working capital items of $95.1 million and the favorable impact of income taxes on cash of $17.2 million, partially offset by a decrease in net income of $58.0 million.
Timken posted $4.6 billion in sales in 2024 and employs approximately 19,000 people globally, operating 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 original equipment manufacturers (OEMs) and end-users worldwide.
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.
At December 31, 2024, 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, a lower level of capital expenditures, and lower cash taxes.
At December 31, 2025, the Company was in full compliance with all applicable covenants on its outstanding debt. The Company expects to generate approximately $515 million of cash from operating activities in 2026 compared to $554.3 million in 2025, driven by higher working capital to support increased demand and higher cash taxes, partially offset by higher net income.
While the Company believes that current assumptions are appropriate, significant differences in actual experience or significant changes in these assumptions may affect materially the Company's pension and other postretirement employee benefit obligations and its future expense and cash flow.
While the Company believes that current assumptions are appropriate, significant differences in actual experience or significant changes in these assumptions may affect materially the Company's pension obligations and its future expense and cash flow. The discount rate is used to calculate the present value of expected future pension cash flows as of the measurement date.
Results for ARB are reported in the Engineered Bearings segment. 28 Table of Contents Engineered Bearings Segment: 2024 2023 $ Change Change Net sales $ 3,034.3 $ 3,257.7 $ (223.4) (6.9 %) Cost of products sold (2,106.9) (2,246.0) 139.1 (6.2 %) Selling, general and administrative expenses (419.3) (425.4) 6.1 (1.4 %) Other segment items 4.5 4.2 0.3 7.1 % Depreciation and amortization 95.6 92.1 3.5 3.8 % Adjusted EBITDA $ 608.2 $ 682.6 $ (74.4) (10.9 %) Adjusted EBITDA margin 20.0 % 21.0 % — (100) bps 2024 2023 $ Change % Change Net sales $ 3,034.3 $ 3,257.7 $ (223.4) (6.9 %) Less: Acquisitions 19.0 — 19.0 NM Divestitures (22.7) — (22.7) NM Currency (30.7) — (30.7) NM Net sales, excluding the impact of acquisitions, divestitures and currency $ 3,068.7 $ 3,257.7 $ (189.0) (5.8 %) The Engineered Bearings segment's net sales, excluding the effects of acquisitions, divestitures and foreign currency exchange rate changes, decreased $189.0 million or 5.8% in 2024 compared with 2023, primarily driven by lower demand in China and Europe, partially offset by higher demand in Latin America and India, and higher pricing.
Engineered Bearings Segment: 2025 2024 $ Change Change Net sales $ 3,018.1 $ 3,034.3 $ (16.2) (0.5 %) Cost of products sold (2,135.7) (2,106.9) (28.8) 1.4 % Selling, general and administrative expenses (413.5) (419.3) 5.8 (1.4 %) Other segment items 4.4 4.5 (0.1) (2.2 %) Depreciation and amortization 98.4 95.6 2.8 2.9 % Adjusted EBITDA $ 571.7 $ 608.2 $ (36.5) (6.0 %) Adjusted EBITDA margin 18.9 % 20.0 % — (110) bps 2025 2024 $ Change % Change Net sales $ 3,018.1 $ 3,034.3 $ (16.2) (0.5 %) Less: Currency (0.9) — (0.9) NM Net sales, excluding the impact of currency $ 3,019.0 $ 3,034.3 $ (15.3) (0.5 %) The Engineered Bearings segment's net sales, excluding the effects of foreign currency exchange rate changes, decreased $15.3 million or 0.5% in 2025 compared to 2024, primarily driven by lower demand in the Americas and Europe, partially offset by higher demand in China, and higher pricing.
(7) On March 26, 2024, the Company announced that Richard G. Kyle, President and Chief Executive Officer (“CEO”) of the Company would be retiring from his position as CEO and that Tarak Mehta would be appointed CEO on September 5, 2024. CEO succession expenses include the acceleration of certain stock compensation awards for 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed5 unchanged
Biggest changeAs of December 31, 2024, there were $471.6 million of hedges in place. A uniform 10% weakening of the U.S. dollar against all currencies would have resulted in a benefit of $11.9 million related to these hedges, which would have partially offset the impact of the underlying currency fluctuation.
Biggest changeAs of December 31, 2025, there were $371.8 million of hedges in place. A uniform 10% weakening of the U.S. dollar against all currencies would have resulted in a benefit of $22.7 million related to these hedges, which would have partially offset the impact of the underlying currency fluctuation.
If the market rates for short-term borrowings increased by one-percentage-point around the globe, the impact from the Company's variable rate debt would be an increase in interest expense of $3.8 million annually, with a corresponding decrease in income from continuing operations before income taxes of the same amount.
If the market rates for short-term borrowings increased by one-percentage-point around the globe, the impact from the Company's variable rate debt would be an increase in interest expense of $1.3 million annually, with a corresponding decrease in income from continuing operations before income taxes of the same amount.
Whenever possible, the Company manages its exposure to commodity risks primarily through the use of supplier pricing agreements that enable the Company to establish the purchase prices for certain inputs that are used in our manufacturing and distribution business. 48 Table of Contents
Whenever possible, the Company manages its exposure to commodity risks primarily through the use of supplier pricing agreements that enable the Company to establish the purchase prices for certain inputs that are used in our manufacturing and distribution business. 46 Table of Contents

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