TIMKEN CO

Previous wording

The Timken Company designs and manufactures a growing portfolio of engineered bearings and industrial motion products, and related services. With more than a century of knowledge and innovation, the Company continuously improves the reliability and efficiency of global machinery and equipment to move the world forward. The Company’s growing product and services portfolio features many strong industrial brands, such as Timken®, GGB®, Philadelphia Gear®, Cone Drive®, Rollon®, Nadella®, Diamond®, Drives®, Groeneveld®, BEKA®, Des-Case®, Lovejoy® and Lagersmit®. Timken employs approximately 19,000 people globally in 45 countries. The Company operates under two reportable segments: (1) Engineered Bearings and (2) Industrial Motion. The following further describes these business segments:

Current wording

The Timken Company designs and manufactures a growing portfolio of engineered bearings and industrial motion products, and related services. With more than a century of knowledge and innovation, the Company continuously improves the reliability and efficiency of global machinery and equipment to move the world forward. The Company’s growing product and services portfolio features many strong industrial brands, such as Timken®, GGB®, Philadelphia Gear®, Cone Drive®, Rollon®, Nadella®, Diamond®, Drives®, Groeneveld®, BEKA®, Bijur Delimon®, Des-Case®, Lovejoy® and Lagersmit®. Timken employs approximately 19,000 people globally in 44 countries. The Company operates under two reportable segments: (1) Engineered Bearings and (2) Industrial Motion. The following further describes these business segments:

Previous wording

•Timken’s Industrial Motion segment includes a diverse and growing portfolio of engineered products, including industrial drives, precision drives, automatic lubrication systems, linear motion products and systems, chains, belts, couplings, filtration systems, seals, and industrial clutches and brakes that keep systems running efficiently. Industrial Motion also includes industrial services, which return equipment and components to like-new condition. The Industrial Motion portfolio features many strong brands, including Philadelphia Gear®, Cone Drive®, Spinea®, Rollon®, Nadella®, Groeneveld®, BEKA®, Des-Case®, Diamond®, Drives®, Timken® Belts, Lovejoy®, PT Tech®, Lagersmit® and CGI®. Industrial Motion products are used across a broad range of industries, including automation, solar energy, construction, agriculture and turf, passenger rail, marine, aerospace, packaging and logistics, medical and more.

Current wording

•Timken’s Industrial Motion segment includes a diverse and growing portfolio of engineered products, including industrial drives, precision drives, automatic lubrication systems, linear motion products and systems, chains, belts, couplings, filtration systems, seals, and industrial clutches and brakes that keep systems running efficiently. Industrial Motion also includes industrial services, which return equipment and components to like-new condition. The Industrial Motion portfolio features many strong brands, including Philadelphia Gear®, Cone Drive®, Spinea®, Rollon®, Nadella®, Groeneveld®, BEKA®, Bijur Delimon®, Des-Case®, Diamond®, Drives®, Timken® Belts, Lovejoy®, PT Tech®, Lagersmit® and CGI®. Industrial Motion products are used across a broad range of industries, including automation, solar energy, construction, agriculture and turf, passenger rail, marine, aerospace, packaging and logistics, medical and more.

Previous wording

Operational Excellence. Timken operates with a relentless drive for exceptional results and a passion for superior execution. The Company embraces a continuous improvement culture that is charged with increasing efficiency, lowering costs, eliminating waste, increasing cash flow, driving organizational advancement and agility, and building greater brand equity to fuel growth. This requires the Company’s ongoing commitment to attract, retain and develop the best talent across the world.

Current wording

Operational Excellence. The Company embraces a continuous improvement culture that is charged with increasing efficiency, lowering costs, reducing waste, increasing cash flow, driving organizational advancement and agility, and building greater brand equity to fuel growth. This requires the Company’s ongoing commitment to attract, retain and develop the best talent across the world.

Previous wording

Net sales increased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024. The increase was primarily driven by favorable pricing, the favorable impact of foreign currency and the benefit of acquisitions, partially offset by lower end-market demand in the Industrial Motion segment. Net sales decreased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. The decrease was primarily driven by lower end-market demand in both segments and the unfavorable impact of foreign currency, partially offset by the benefit of acquisitions and favorable pricing.

Current wording

Net sales increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The increase was primarily driven by the favorable impact of foreign currency, favorable pricing, and higher end-market demand in the Industrial Motion segment.

Previous wording

As a result, the Company expects 2025 full-year revenues to be down approximately 0.75% compared to 2024, primarily driven by lower demand across both segments, partially offset by favorable pricing, the benefit of acquisitions completed during 2024 and the favorable impact of foreign currency rate changes. The Company's earnings are expected to be down in 2025 compared with 2024, primarily due to the impact of lower organic sales volume, unfavorable mix, incremental tariff costs and a gain on the sale of real estate in 2024 that did not repeat in 2025, offset partially by favorable pricing, lower operating costs and the favorable impact of acquisitions.

Current wording

The Company expects 2026 full-year revenues to be up approximately 5% compared to 2025, primarily driven by higher demand across both segments, favorable pricing, the benefit of acquisitions, and the favorable impact of foreign currency rate changes. The Company's earnings are expected to be up in 2026 compared with 2025, primarily due to the impact of higher organic sales volume, favorable price/mix, and favorable material, partially offset by incremental tariff costs and higher manufacturing costs.

Previous wording

The Company expects to generate a higher amount of cash from operating activities in 2025 compared to 2024, driven by improved working capital performance and lower cash taxes, partially offset by higher pension and other postretirement benefit contributions and payments. The Company expects capital expenditures in 2025 to be in the range of 3.5% of sales.

Current wording

The Company expects to generate approximately $530 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. The Company expects capital expenditures in 2026 to be approximately 3.4% of sales.

Previous wording

Throughout 2025, the United States government announced the imposition of import tariffs on all countries. The baseline reciprocal tariff is 10%, with higher tariffs imposed on certain countries like China, Mexico and Canada, and sectors like steel, aluminum and automotive. The Company is taking steps to mitigate the increased costs from incremental tariffs through pricing, surcharges and other actions. Timken is also monitoring the impact that tariffs could have on global economic demand. The Company currently anticipates that tariffs and the related macroeconomic effects will adversely impact operating income in 2025.

Current wording

Throughout 2025 and the first quarter of 2026, the United States government has announced the imposition of additional import tariffs on all countries. The Company has been taking steps to mitigate the increased costs from incremental tariffs through pricing, surcharges and other actions. Timken also continues to monitor the impact that tariffs could have on global economic demand.

Previous wording

Net sales increased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024. The increase was driven by the favorable impact of foreign currency exchange rate changes of $12 million, the favorable impact of acquisitions of $11 million, and higher organic revenue of $7 million. Net sales decreased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. The decrease was driven by lower organic revenue of $60 million and the unfavorable impact of foreign currency exchange rate changes of $6 million, partially offset by the favorable impact of acquisitions of $38 million.

Current wording

Net sales increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The increase was driven by the favorable impact of higher organic revenue of $49 million and foreign currency exchange rate changes of $39 million.

Previous wording

•Cost of products sold increased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 due to the incremental cost of goods sold from acquisitions of $25 million, unfavorable foreign currency exchange rate changes of $6 million, incremental tariff costs of $6 million, higher manufacturing costs of $5 million and higher material and logistics cost (net), partially offset by the impact of lower production volume of $26 million.

Current wording

•Cost of products sold increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025, due to unfavorable foreign currency exchange rate changes of $28 million, incremental tariff costs of $20 million, and the impact of higher manufacturing costs of $12 million, partially offset by lower material and logistics costs of $6 million.

Previous wording

•Impairment and restructuring charges were higher for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024, primarily due to severance and other costs related to the CEO transition during the nine months ended September 30, 2025.

Current wording

•Impairment and restructuring charges were lower for the three months ended March 31, 2026 compared with the three months ended March 31, 2025, primarily due to severance and other costs related to the CEO transition during the three months ended March 31, 2025.

Previous wording

The decrease in interest expense for the three and nine months ended September 30, 2025 compared with the three and nine months ended September 30, 2024 was primarily due to lower average debt levels and lower interest rates.

Current wording

The decrease in interest expense for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 was primarily due to lower interest rates and lower average debt levels.

Previous wording

Income tax expense decreased $12.4 million for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 primarily due to lower pre-tax earnings and a decrease in the mix of earnings in Non-U.S. jurisdictions with relatively higher tax rates. This was partially offset by the net unfavorable impact of discrete items in comparison to the year ago period.

Current wording

Income tax expense increased $10.1 million for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to higher pre-tax earnings and lower net favorable impact of discrete items in comparison to the year ago period. The favorable discrete items in the prior period primarily related to the reversal of accruals for uncertain tax positions to account for the expiration of statutes of limitation in jurisdictions outside the United States. This was partially offset by the mix of earnings in non-U.S. jurisdictions with relatively higher tax rates and the impact of beneficial provisions effective in 2026 from the OBBBA.

Previous wording

The presentation of segment results below includes a reconciliation of the changes in net sales for each segment reported in accordance with U.S. GAAP to net sales adjusted to remove the effects of the acquisitions completed in 2024 and foreign currency exchange rate changes. The effects of acquisitions and foreign currency exchange rate changes on net sales are removed to allow investors and the Company to meaningfully evaluate the percentage change in net sales on a comparable basis from period to period.

Current wording

The presentation of segment results below includes a reconciliation of the changes in net sales for each segment reported in accordance with U.S. GAAP to net sales adjusted to remove the effects of the acquisition completed in 2026 and foreign currency exchange rate changes. The effects of acquisitions and foreign currency exchange rate changes on net sales are removed to allow investors and the Company to meaningfully evaluate the percentage change in net sales on a comparable basis from period to period.

Previous wording

•The Company acquired CGI, Inc. ("CGI") during the third quarter of 2024. Results for CGI are reported in the Industrial Motion segment.

Current wording

•The Company acquired Bijur Delimon during the first quarter of 2026. Results for Bijur Delimon are reported in the Industrial Motion segment.

Previous wording

The Engineered Bearings segment's net sales, excluding the effects of foreign currency exchange rate changes, increased $20.2 million or 2.7% in the three months ended September 30, 2025 compared with the three months ended September 30, 2024. The increase was primarily driven by higher pricing and higher renewable energy demand. Adjusted EBITDA for the Engineered Bearings segment increased for the three months ended September 30, 2025 by $5.8 million or 4.2% compared with the three months ended September 30, 2024, due to favorable pricing and lower material and logistics costs, partially offset by the unfavorable impact of tariffs.

Current wording

The Engineered Bearings segment's net sales, excluding the effects of foreign currency exchange rate changes, increased $22.6 million or 3.0% in the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The increase was primarily driven by higher pricing. Adjusted EBITDA for the Engineered Bearings segment decreased slightly for the three months ended March 31, 2026 by $0.2 million or 0.1% compared with the three months ended March 31, 2025, due to the unfavorable impact of tariffs and higher operating costs, offset by favorable price/mix.

Previous wording

The Industrial Motion segment's net sales, excluding the effects of acquisitions and foreign currency exchange rate changes, decreased $13.4 million or 3.5% in the three months ended September 30, 2025 compared with the three months ended September 30, 2024. The decrease reflects lower demand, driven primarily by lower renewable energy and industrial services demand, partially offset by higher pricing. Adjusted EBITDA increased $0.3 million or 0.4% for the three months ended September 30, 2025 compared with the three months ended September 30, 2024. Favorable price/mix, lower SG&A expenses, and the benefit of acquisitions were partially offset by lower volume and incremental tariff costs.

Current wording

The Industrial Motion segment's net sales, excluding the effects of acquisitions and foreign currency exchange rate changes, increased $26.7 million or 7.0% in the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The increase reflects higher demand across most sectors and higher pricing. Adjusted EBITDA increased $24.2 million or 36.1% for the three months ended March 31, 2026 compared with the three months ended March 31, 2025. Favorable price/mix and higher volume were partially offset by incremental tariff costs.

Previous wording

•Cost of products sold increased for the three months ended September 30, 2025 compared with the three months ended September 30, 2024, due to incremental tariff costs of $20 million, unfavorable foreign currency exchange rate changes of $12 million and the incremental cost of goods sold from acquisitions of $7 million, partially offset by favorable material and logistics costs of $8 million and the impact of lower production volume of $4 million. Cost of products sold increased for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024, due to incremental tariff costs of $35 million, incremental cost of goods sold from acquisitions of $17 million and higher manufacturing costs of $6 million, partially offset by the impact of lower production volume of $28 million and favorable material and logistics costs of $11 million.

Current wording

•Cost of products sold increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 due to the unfavorable foreign currency exchange rate changes of $12 million and incremental tariff costs.

Previous wording

The increase in net cash provided by operating activities for the first nine months of 2025 compared with the first nine months of 2024 was primarily due to the favorable impact of working capital items of $99.1 million and the favorable impact of income taxes on cash of $10.9 million, partially offset by a decrease in net income of $48.8 million. Refer to the tables below for additional detail of the impact of each line item on net cash provided by operating activities.

Current wording

The decrease in net cash provided by operating activities for the first three months of 2026 compared with the first three months of 2025 was primarily due to the unfavorable impact of working capital items of $61.4 million, partially offset by an increase in net income of $14.5 million, lower pension contributions of $13.0 million and the favorable impact of income taxes on cash of $12.5 million. Refer to the tables below for additional detail of the impact of each line item on net cash provided by operating activities.

Previous wording

The following table displays the impact of working capital items on cash during the first nine months of 2025 and 2024:

Current wording

The following table displays the impact of working capital items on cash during the first three months of 2026 and 2025:

Previous wording

The following table displays the impact of income taxes on cash during the first nine months of 2025 and 2024:

Current wording

The following table displays the impact of income taxes on cash during the first three months of 2026 and 2025:

Previous wording

The decrease in net cash used in investing activities for the first nine months of 2025 compared with the first nine months of 2024 was due to a decrease in cash used for acquisitions of $167.7 million, partially offset by an increase in cash used for the net increase in short-term marketable securities of $20.7 million.

Current wording

The increase in net cash used in investing activities for the first three months of 2026 compared with the first three months of 2025 was due to an increase in cash used for acquisitions of $124.3 million.

Previous wording

The change in net cash used in financing activities for the first nine months of 2025 compared with the first nine months of 2024 was due to proceeds received from the sale of shares of TIL in 2024 of $232.3 million that did not repeat in 2025, as well as an increase in the purchase of treasury shares of $14.3 million and an increase in dividends paid to non-controlling shareholders of $13.9 million, partially offset by the favorable change in net debt borrowings/payments of $107.2 million.

Current wording

The change in net cash provided by (used in) financing activities for the first three months of 2026 compared with the first three months of 2025 was due to the favorable change in net debt borrowings/payments of $134.9 million, partially offset by an increase in the purchase of treasury shares of $4.9 million.

Previous wording

At September 30, 2025, the Company had strong liquidity with $449.1 million of cash and cash equivalents on the Consolidated Balance Sheet, as well as $850.0 million available under committed credit lines. Of the $449.1 million of cash and cash equivalents, $419.6 million resided in jurisdictions outside the United States. Repatriation of non-U.S. cash could be subject to taxes and some portion may be subject to governmental restrictions. Part of the Company's strategy is to grow in attractive market sectors, many of which are outside the United States. This strategy includes making investments in facilities, equipment and potential new acquisitions. The Company plans to fund these investments, as well as meet working capital requirements, with cash and cash equivalents and unused lines of credit within the geographic location of these investments where feasible.

Current wording

At March 31, 2026, the Company had strong liquidity with $344.7 million of cash and cash equivalents on the Consolidated Balance Sheet, as well as $670.3 million available under committed credit lines. Of the $344.7 million of cash and cash equivalents, $320.2 million resided in jurisdictions outside the United States. Repatriation of non-U.S. cash could be subject to taxes, and some portion may be subject to governmental restrictions. Part of the Company's strategy is to grow in attractive market sectors, many of which are outside the United States. This strategy includes making investments in facilities, equipment and potential new acquisitions. The Company plans to fund these investments, as well as meet working capital requirements, with cash and cash equivalents and unused lines of credit within the geographic location of these investments where feasible.

Previous wording

On December 5, 2022, the Company entered into the Credit Agreement, which is comprised of a $750.0 million Senior Credit Facility and a $400.0 million 2027 Term Loan that each mature on December 5, 2027. The interest rates under the Credit Agreement are based on SOFR for U.S. dollar borrowings. At September 30, 2025, the Company had no outstanding borrowings under the Senior Credit Facility. The Credit Agreement has two defined financial covenants: a consolidated net leverage ratio and a consolidated interest coverage ratio. The maximum consolidated net leverage ratio permitted under the Senior Credit Facility is 3.5 to 1.0. As of September 30, 2025, the Company's consolidated net leverage ratio was 2.13 to 1.0. The minimum consolidated interest coverage ratio permitted under the Senior Credit Facility is 3.0 to 1.0. As of September 30, 2025, the Company's consolidated interest coverage ratio was 7.76 to 1.0.

Current wording

On December 5, 2022, the Company entered into the Credit Agreement, which is comprised of a $750 million Senior Credit Facility and a $400 million 2027 Term Loan that each mature on December 5, 2027. The interest rates under the Credit Agreement are based on SOFR for U.S. dollar borrowings. At March 31, 2026, the Company had $79.7 million of outstanding borrowings under the Senior Credit Facility. The Credit Agreement has two defined financial covenants: a consolidated net leverage ratio and a consolidated interest coverage ratio. The maximum consolidated net leverage ratio permitted under the Senior Credit Facility is 3.5 to 1.0. As of March 31, 2026, the Company's consolidated net leverage ratio was 2.15 to 1.0. The minimum consolidated interest coverage ratio permitted under the Senior Credit Facility is 3.0 to 1.0. As of March 31, 2026, the Company's consolidated interest coverage ratio was 8.18 to 1.0.

Previous wording

The interest rate under the Senior Credit Facility is variable with a spread based on the Company's debt rating. There were no USD or Euro borrowings during the quarter. In addition, the Company pays a facility fee based on the applicable rate, which is variable with a spread based on the Company's debt rating, multiplied by the aggregate commitments of all of the lenders under the Senior Credit Facility. As of September 30, 2025, the Company carried investment-grade credit ratings with both Moody's (Baa2) and S&P Global (BBB-).

Current wording

The interest rate under the Senior Credit Facility is variable with a spread based on the Company's debt rating. The average rate on outstanding U.S. dollar borrowings was 4.78% and the average rate on outstanding Euro borrowings was 2.94% as of March 31, 2026. 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 March 31, 2026, the Company carried investment-grade credit ratings with both Moody's (Baa2) and S&P Global (BBB-).

Previous wording

The Company has a $100 million Accounts Receivable Facility, which matures on November 30, 2026. The Accounts Receivable Facility is subject to certain borrowing base limitations and is secured by certain domestic trade accounts receivable of the Company. The Accounts Receivable Facility had no borrowing base limitations at September 30, 2025, and the Company had no outstanding borrowings.

Current wording

The Company has a $100 million Accounts Receivable Facility, which matures on November 30, 2028. The Accounts Receivable Facility is subject to certain borrowing base limitations and is secured by certain domestic trade accounts receivable of the Company. As of March 31, 2026, the Company had $100 million of outstanding borrowings under the Accounts Receivable Facility, which reduced the availability to zero.

Previous wording

Other sources of liquidity include uncommitted short-term lines of credit for certain of the Company's foreign subsidiaries, which currently provide for borrowings of up to $246.2 million. At September 30, 2025, the Company had borrowings outstanding of $12.0 million and bank guarantees of $5.1 million, which reduced the aggregate availability under these facilities to $229.1 million.

Current wording

Other sources of liquidity include uncommitted short-term lines of credit for certain of the Company's foreign subsidiaries, which currently provide for borrowings of up to $250.5 million. At March 31, 2026, the Company had borrowings outstanding of $28.8 million and bank guarantees of $5.8 million, which reduced the aggregate availability under these facilities to $215.9 million.

Previous wording

The Company expects to generate a higher amount of cash from operating activities in 2025 compared to 2024, driven by improved working capital performance and lower cash taxes, partially offset by higher pension and other postretirement benefit contributions and payments. The Company expects capital expenditures in 2025 to be in the range of 3.5% of sales.

Current wording

The Company expects to generate approximately $530 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. The Company expects capital expenditures in 2026 to be approximately 3.4% of sales.

Previous wording

During the first nine months of 2025, the Company made cash contributions and payments of $33.7 million to its global defined benefit pension plans and $1.4 million to its other postretirement benefit plans. In 2025, the Company expects to make contributions to its global defined benefit pension plans of approximately $36 million and to make payments of approximately $2 million to its other postretirement benefit plans. Excluding actuarial gains and losses, the Company expects higher pension and other postretirement benefits expense in 2025 compared to 2024 primarily due to lower expected returns on pension plan assets and higher interest expense.

Current wording

During the first three months of 2026, the Company made cash contributions and payments of $10.4 million to its global defined benefit pension plans and $0.4 million to its other postretirement benefit plans. In 2026, the Company expects to make contributions to its global defined benefit pension plans of approximately $32 million and to make payments of approximately $3 million to its other postretirement benefit plans. Excluding actuarial gains and losses, the Company expects lower pension and other postretirement benefits expense in 2026 compared to 2025 primarily due to higher expected returns on pension plan assets and lower interest expense.

Previous wording

The Company's financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The Company reviews its critical accounting policies throughout the year. The Company has concluded that there have been no significant changes to its critical accounting policies or estimates, as described in its Annual Report on Form 10-K for the year ended December 31, 2024, during the nine months ended September 30, 2025.

Current wording

The Company's financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The Company reviews its critical accounting policies throughout the year. The Company has concluded that there have been no significant changes to its critical accounting policies or estimates, as described in its Annual Report on Form 10-K for the year ended December 31, 2025, during the three months ended March 31, 2026.

Previous wording

For the nine months ended September 30, 2025, the Company recorded positive foreign currency translation adjustments of $199.7 million that increased shareholders' equity, compared with negative foreign currency translation adjustments of $0.2 million that decreased shareholders' equity for the nine months ended September 30, 2024. The foreign currency translation adjustments for the nine months ended September 30, 2025 were impacted by the weakening of the U.S. dollar relative to other foreign currencies, including the Euro, the Chinese Renminbi, the Mexican Peso and the Romanian Leu.

Current wording

For the three months ended March 31, 2026, the Company recorded negative foreign currency translation adjustments of $21.9 million that decreased shareholders' equity, compared with positive foreign currency translation adjustments of $66.5 million that increased shareholders' equity for the three months ended March 31, 2025. The foreign currency translation adjustments for the three months ended March 31, 2026 were impacted by the weakening of the U.S. dollar relative to other foreign currencies, including the Euro and the Indian Rupee, partially offset by strengthening against the Chinese Yuan.

Previous wording

Foreign currency exchange gains and losses, net of hedging activity, resulting from transactions included in the Company's operating results for the three months ended September 30, 2025 totaled $4.9 million of net losses, compared with $6.3 million of net losses during the three months ended September 30, 2024. Foreign currency exchange gains and losses, net of hedging activity, resulting from transactions included in the Company's operating results for the nine months ended September 30, 2025 totaled $8.1 million of net losses, compared with $9.9 million of net losses during the nine months ended September 30, 2024.

Current wording

Foreign currency exchange gains and losses, net of hedging activity, resulting from transactions included in the Company's operating results for the three months ended March 31, 2026 totaled $3.3 million of net losses, compared with $1.1 million of net gains during the three months ended March 31, 2025.

Previous wording

On September 5, 2024, the Company's Board appointed Tarak B. Mehta President and CEO and appointed Richard G. Kyle Advisor to the CEO. Mr. Mehta succeeded Mr. Kyle, who had served as Timken’s President and CEO since 2014. On March 31, 2025, Timken announced that the Company and Mr. Mehta had mutually agreed that Mr. Mehta would depart from the Company, including resigning as a member of the Company’s Board, effective immediately. The Company also announced that the Board had appointed Mr. Kyle as the interim President and CEO of the Company. On September 1, 2025, the Company's Board appointed Lucian Boldea President and CEO and appointed Mr. Kyle Advisor to the CEO.

Current wording

On March 31, 2025, Timken announced that the Company and Tarak B. Mehta, the former President and CEO, had mutually agreed that Mr. Mehta would depart from the Company, including resigning as a member of the Company’s Board, effective immediately. The Company also announced that the Board had appointed Richard G. Kyle as the interim President and CEO of the Company. During the three months ended March 31, 2025, the Company recorded severance of $9.3 million, plus related taxes, for Mr. Mehta's settlement arrangement and release of claims for his termination without cause. $7.3 million of this amount was paid in 2025 and 2026, with the remaining amount to be paid in 2027.

Previous wording

(3) Represents the net gain resulting from the sale of certain assets. Gain on sale of certain assets for the third quarter 2024 included a $13.8 million gain related to the sale of the Gaffney, South Carolina plant.

Current wording

(3) Represents the net gain resulting from the sale of certain assets.

Previous wording

(4) On August 22, 2025, the Company announced the appointment of Lucian Boldea as President and CEO, effective September 1, 2025, and that Richard G. Kyle would retire from the role of interim President and CEO. On March 31, 2025, the Company announced that Tarak B. Mehta, President and CEO of the Company would be departing from the Company, effective immediately, and Mr. Kyle would be serving as interim President and CEO. CEO transition expenses primarily relate to the cost of the settlement agreement with Mr. Mehta in connection with his departure, net of the impact for stock awards forfeited, the acceleration of certain stock compensation awards issued to Mr. Kyle, and other one-time costs associated with the transition in 2025. During 2024, the Company announced that Mr. Kyle, President and CEO of the Company would be retiring from his position as CEO as of February 15, 2025, and that Mr. Mehta would be appointed President and CEO on September 5, 2024. CEO transition expenses for 2024 relate to the acceleration of certain stock compensation awards for Mr. Kyle and other one-time costs associated with the transition in 2024.

Current wording

(4) On March 31, 2025, the Company announced that Tarak B. Mehta, President and CEO of the Company would be departing from the Company, effective immediately, and Richard G. Kyle would be serving as interim President and CEO. CEO transition expenses primarily related to the cost of the settlement agreement with Mr. Mehta in connection with his departure, net of stock compensation expense for stock awards forfeited.

Previous wording

The ratio of net debt to adjusted EBITDA for the trailing twelve months represents total debt less cash and cash equivalents divided by adjusted EBITDA for the trailing twelve months. The Company presents net debt to adjusted EBITDA because it believes it is more representative of the Company's financial position as it is reflective of the Company's ability to cover its net debt obligations with results from its core operations. Net income for the trailing twelve months ended September 30, 2025 and December 31, 2024 was $326.5 million and $375.3 million, respectively. Net debt to adjusted EBITDA for the trailing twelve months was 2.1 and 2.0 at September 30, 2025 and December 31, 2024, respectively.

Current wording

The ratio of net debt to adjusted EBITDA for the trailing twelve months represents total debt less cash and cash equivalents divided by adjusted EBITDA for the trailing twelve months. The Company presents net debt to adjusted EBITDA because it believes it is more representative of the Company's financial position as it is reflective of the Company's ability to cover its net debt obligations with results from its core operations. Net income for the trailing twelve months ended March 31, 2026 and December 31, 2025 was $331.8 million and $317.3 million, respectively. Net debt to adjusted EBITDA for the trailing twelve months was 2.1 and 2.0 at March 31, 2026 and December 31, 2025, respectively.

Previous wording

(2)Corporate pension and other postretirement benefit related income represents actuarial gains that resulted from the remeasurement of plan assets and obligations as a result of changes in assumptions or experience. The Company recognizes actuarial gains and losses in connection with the annual remeasurement in the fourth quarter, or if specific events trigger a remeasurement.

Current wording

(2)Corporate pension and other postretirement benefit related expense represents actuarial losses that resulted from the remeasurement of plan assets and obligations as a result of changes in assumptions or experience. The Company recognizes actuarial losses in connection with the annual remeasurement in the fourth quarter, or if specific events trigger a remeasurement.

Previous wording

(6) On August 22, 2025, the Company announced the appointment of Lucian Boldea as President and CEO, effective September 1, 2025, and that Richard G. Kyle would retire from the role of interim President and CEO. On March 31, 2025, the Company announced that Tarak B. Mehta, President and CEO of the Company would be departing from the Company, effective immediately, and Mr. Kyle would be serving as interim President and CEO. CEO transition expenses for the twelve months ended September 30, 2025, primarily relate to the cost of the settlement agreement with Mr. Mehta in connection with his departure, net of the impact for stock awards forfeited, the acceleration of certain stock compensation awards issued to Mr. Kyle, and other one-time costs associated with the transition in 2025. During 2024, the Company announced that Mr. Kyle, President and CEO of the Company would be retiring from his position as CEO as of February 15, 2025, and that Mr. Mehta would be appointed President and CEO on September 5, 2024. CEO transition expenses for 2024 relate to the acceleration of certain stock compensation awards for Mr. Kyle and other one-time costs associated with the transition in 2024.

Current wording

(5) On August 22, 2025, the Company announced the appointment of Lucian Boldea as President and CEO, effective September 1, 2025, and that Richard G. Kyle would retire from the role of interim President and CEO. On March 31, 2025, the Company announced that Tarak B. Mehta, President and CEO of the Company would be departing from the Company, effective immediately, and Mr. Kyle would be serving as interim President and CEO. CEO transition expenses for the twelve months ended December 31, 2025, primarily relate to the cost of the settlement agreement with Mr. Mehta in connection with his departure, net of the impact for stock awards forfeited, the acceleration of certain stock compensation awards issued to Mr. Kyle, and other one-time costs associated with the transition in 2025.

Previous wording

•the effects of fluctuations in customer demand on sales, product mix and prices in the industries in which the Company operates. This includes: the ability of the Company to respond to rapid changes in customer demand, disruptions to the Company's supply chain, the effects of customer or supplier bankruptcies or liquidations, the impact of changes in industrial business cycles, the ability of the Company to effectively adjust the prices for its products in response to changing dynamics, the effects of distributor inventory corrections reflecting de-stocking of the supply chain and whether conditions of fair trade continue in the Company's markets;

Current wording

•the effects of fluctuations in customer demand on sales, product mix and prices in the industries in which the Company operates. This includes: the ability of the Company to respond to rapid changes in customer demand, disruptions to the Company's supply chain, the effects of customer or supplier bankruptcies or liquidations, the impact of changes in industrial business cycles, the ability of the Company to effectively adjust the prices for its products in response to changing dynamics, the effects of distributor inventory corrections reflecting de-stocking of the supply chain, 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;

Previous wording

•changes in operating costs. This includes: the effect of changes in the Company’s manufacturing processes; changes in costs associated with varying levels of operations and manufacturing capacity; availability and cost of raw materials, energy and fuel; changes in tariff rates and other costs associated with tariffs; disruptions to the Company's supply chain and logistical issues associated with port closures or delays or increased costs; changes in the expected costs associated with product warranty claims especially in industry segments with potential high claim values; changes in the global regulatory landscape (including with respect to climate change or other environmental regulations); changes resulting from inventory management and cost reduction initiatives; the effects of unplanned plant shutdowns; the effects of government-imposed restrictions, commercial requirements and Company goals associated with climate change and emissions or other sustainability initiatives; and changes in the cost of labor and benefits;

Current wording

•changes in operating costs. This includes: the effect of changes in the Company’s manufacturing processes; changes in costs associated with varying levels of operations and manufacturing capacity; availability and cost of raw materials, energy and fuel; changes in tariff rates and other costs associated with tariffs; disruptions to the Company's supply chain and logistical issues associated with port closures or delays or increased costs; changes in the expected costs associated with product warranty claims especially in industry segments with potential high claim values; changes in the global regulatory landscape (including with respect to climate change or other environmental regulations); changes resulting from inventory management and cost reduction initiatives; the effects of unplanned plant shutdowns; 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;