TIMKEN CO

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®, 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.

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®, 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

The following items highlight some of the Company's more significant strategic accomplishments during the three months ended March 31, 2026:

Current wording

The following items highlight some of the Company's more significant strategic accomplishments during the three and six months ended June 30, 2026:

Previous wording

•On March 18, 2026, the Company acquired the assets and related businesses of Bijur Delimon, a leading global designer and manufacturer of automated lubrication systems. Founded in 1872, Bijur Delimon operates manufacturing locations in the United States, Europe and Asia Pacific. The acquisition of Bijur Delimon expands the Company's position in automated lubrication systems.

Current wording

•On March 18, 2026, the Company acquired the assets and related businesses of Bijur Delimon, a leading global designer and manufacturer of automated lubrication systems. Founded in 1872, Bijur Delimon operates manufacturing locations in the U.S., Europe and Asia Pacific. The acquisition of Bijur Delimon expands the Company's position in automated lubrication systems and operating results for the business are included in the Industrial Motion segment.

Previous wording

•The Company paid its 415 th consecutive quarterly dividend in the first quarter. The Company also repurchased 0.3 million common shares during the three months ended March 31, 2026.

Current wording

•The Company increased its quarterly dividend by 3% and paid its 416 th consecutive quarterly dividend on May 29, 2026. The Company also repurchased 437,000 common shares during the six months ended June 30, 2026.

Previous 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.

Current wording

Net sales increased for the three months ended June 30, 2026 compared with the three months ended June 30, 2025. The increase was primarily driven by higher volume in both segments, the benefit of acquisitions, the favorable impact of foreign currency and favorable pricing. Net sales increased for the six months ended June 30, 2026 compared with the six months ended June 30, 2025. The increase was primarily driven by the favorable impact of higher end-market demand across both segments, foreign currency, favorable pricing and the benefit of acquisitions.

Previous wording

Net income increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to favorable price/mix, higher volume and the favorable impact of foreign currency exchange rates, partially offset by the incremental tariff costs, higher manufacturing costs, and higher tax expense.

Current wording

Net income decreased for the three months ended June 30, 2026 compared with the three months ended June 30, 2025 primarily due to higher impairment charges and higher SG&A expense, partially offset by favorable price/mix, higher volume, lower tax expense, and the favorable impact of International Emergency Economic Powers Act (“IEEPA”) tariff refunds. Net income decreased for the six months ended June 30, 2026 compared with the six months ended June 30, 2025 primarily due to higher impairment charges, incremental tariff costs, higher SG&A expense and higher manufacturing costs, partially offset by favorable price/mix, higher volume and the favorable impact of foreign currency exchange rates.

Previous 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.

Current wording

The Company expects 2026 full-year revenues to be up approximately 5% to 6% 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 down slightly in 2026 compared with 2025 due to higher impairment charges, mostly offset by the impact of higher organic sales volume and favorable price/mix.

Previous 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.

Current wording

The Company expects to generate a comparable amount of cash from operating activities, with $550 million in 2026 compared to $554.3 million in 2025. The Company expects capital expenditures in 2026 to be approximately 3.3% of sales.

Previous 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.

Current wording

Net sales increased for the three months ended June 30, 2026 compared with the three months ended June 30, 2025. The increase was driven by the favorable impact of higher organic revenue of $52 million, the benefit of acquisitions of $21 million and foreign currency exchange rate changes of $15 million. Net sales increased for the six months ended June 30, 2026 compared with the six months ended June 30, 2025. The increase was driven by the favorable impact of higher organic revenue of $101 million, foreign currency exchange rate changes of $54 million, and the benefit of acquisitions of $24 million.

Previous wording

•SG&A expenses increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to the unfavorable impact of foreign currency exchange rates.

Current wording

•SG&A expenses increased for the three months ended June 30, 2026 compared with the three months ended June 30, 2025, primarily due to higher employee compensation, the impact of acquisitions, higher discretionary spending and the unfavorable impact from foreign currency exchange rates. SG&A expenses increased for the six months ended June 30, 2026 compared with the six months ended June 30, 2025, primarily due to the unfavorable impact from foreign currency exchange rates, higher employee compensation, the impact of acquisitions and higher discretionary spending.

Previous 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.

Current wording

The decrease in interest expense for the three and six months ended June 30, 2026 compared with the three and six months ended June 30, 2025 was primarily due to lower interest rates and lower average debt levels.

Previous 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.

Current wording

Income tax expense decreased $10.0 million for the three months ended June 30, 2026 compared with the three months ended June 30, 2025 primarily due to lower pre-tax earnings as a result of the agreement to sell certain assets of the belts business and the impact of beneficial provisions effective in 2026 from the OBBBA. This increase was partially offset by favorable discrete items recognized in the prior period related to the reversal of accruals for uncertain tax positions to account for the expiration of statutes of limitation in jurisdictions outside of the U.S.

Previous wording

The following item highlights the Company's acquisition completed in 2026:

Current wording

The following item highlights the Company's sole acquisition completed in 2026:

Previous 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.

Current wording

The Engineered Bearings segment's net sales, excluding the effects of foreign currency exchange rate changes, increased $19.8 million or 2.5% in the three months ended June 30, 2026 compared with the three months ended June 30, 2025. The increase was primarily driven by higher volume across most sectors and higher pricing. Adjusted EBITDA for the Engineered Bearings segment increased for the three months ended June 30, 2026 by $7.9 million or 5.1% compared with the three months ended June 30, 2025, due to favorable price/mix and higher volume, partially offset by higher SG&A expense and higher manufacturing costs.

Previous 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 $17 million, incremental tariff costs of $16 million, and higher operating costs of $12 million, partially offset by lower material and logistics costs of $5 million.

Current wording

•Cost of products sold increased for the three months ended June 30, 2026 compared with the three months ended June 30, 2025 due to higher volume of $7 million, unfavorable foreign currency exchange rate changes of $5 million and higher operating costs of $5 million.

Previous wording

•Selling, general and administrative ("SG&A") expenses increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025, primarily due to the unfavorable impact from foreign currency exchange rates, higher employee compensation, and higher discretionary spending.

Current wording

•SG&A expenses increased for the three months ended June 30, 2026 compared with the three months ended June 30, 2025 primarily due to higher compensation expense and higher discretionary spending.

Previous 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.

Current wording

•Cost of products sold increased for the six months ended June 30, 2026 compared with the six months ended June 30, 2025 due to unfavorable foreign currency exchange rate changes of $22 million, higher operating costs of $17 million and incremental tariff costs, net of IEEPA tariff refunds, of $13 million.

Previous wording

•SG&A expenses increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to higher compensation expense and the unfavorable impact of foreign currency exchange rates.

Current wording

•SG&A expenses increased for the six months ended June 30, 2026 compared with the six months ended June 30, 2025 primarily due to higher compensation expense and the unfavorable impact of foreign currency exchange rates.

Previous 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.

Current wording

The Industrial Motion segment's net sales, excluding the effects of acquisitions and foreign currency exchange rate changes, increased $32.0 million or 8.1% in the three months ended June 30, 2026 compared with the three months ended June 30, 2025. The increase reflects higher demand across most end market sectors and higher pricing. Adjusted EBITDA increased $33.0 million or 45.5% for the three months ended June 30, 2026 compared with the three months ended June 30, 2025, driven primarily by favorable price/mix and higher volume.

Previous wording

Unallocated corporate expense increased for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 primarily due to higher discretionary spending.

Current wording

Unallocated corporate expense increased for the three and six months ended June 30, 2026 compared with the three and six months ended June 30, 2025 primarily due to higher compensation expense.

Previous 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.

Current wording

The decrease in net cash provided by operating activities for the first six months of 2026 compared with the first six months of 2025 was primarily due to the unfavorable impact of working capital items of $92.1 million and a decrease in net income of $34.0 million, partially offset by higher impairment charges of $79.0 million, the favorable impact of income taxes on cash of $13.0 million and lower pension contributions of $10.3 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 three months of 2026 and 2025:

Current wording

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

Previous wording

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

Current wording

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

Previous 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.

Current wording

The increase in net cash used in investing activities for the first six months of 2026 compared with the first six months of 2025 was due to an increase in cash used for acquisitions of $124.4 million.

Previous 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.

Current wording

The change in net cash provided by (used in) financing activities for the first six months of 2026 compared with the first six months of 2025 was due to the favorable change in net debt borrowings/payments of $158.5 million.

Previous 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.

Current wording

At June 30, 2026, the Company had strong liquidity with $399.1 million of cash and cash equivalents on the Consolidated Balance Sheet, as well as $651.6 million available under committed credit lines. Of the $399.1 million of cash and cash equivalents, $372.5 million resided in jurisdictions outside the U.S. 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 U.S. 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 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.

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 June 30, 2026, the Company had $118.4 million of outstanding borrowings under the Senior Credit Facility, which reduced the availability to $631.6 million. 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 June 30, 2026, the Company's consolidated net leverage ratio was 2.02 to 1.0. The minimum consolidated interest coverage ratio permitted under the Senior Credit Facility is 3.0 to 1.0. As of June 30, 2026, the Company's consolidated interest coverage ratio was 8.78 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. 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-).

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 4.79% and the average rate on outstanding Euro borrowings was 3.03% as of June 30, 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 June 30, 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, 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.

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 June 30, 2026, the Company had $80 million of outstanding borrowings under the Accounts Receivable Facility, which reduced the availability to $20 million.

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 $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.

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 $249.4 million. At June 30, 2026, the Company had borrowings outstanding of $26.3 million and bank guarantees of $7.2 million, which reduced the aggregate availability under these facilities to $215.9 million.

Previous 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.

Current wording

The Company expects to generate a comparable amount of cash from operating activities, with $550 million in 2026 compared to $554.3 million in 2025. The Company expects capital expenditures in 2026 to be approximately 3.3% of sales.

Previous 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.

Current wording

During the first six months of 2026, the Company made cash contributions and payments of $17.2 million to its global defined benefit pension plans and $0.9 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, 2025, during the three months ended March 31, 2026.

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 six months ended June 30, 2026.

Previous 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.

Current wording

For the six months ended June 30, 2026, the Company recorded negative foreign currency translation adjustments of $26.2 million that decreased shareholders' equity, compared with positive foreign currency translation adjustments of $210.5 million that increased shareholders' equity for the six months ended June 30, 2025. The foreign currency translation adjustments for the six months ended June 30, 2026 were impacted by the strengthening of the U.S. dollar relative to other foreign currencies, including the Euro and the Indian Rupee.

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 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.

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 June 30, 2026 and June 30, 2025 totaled $4.4 million of net losses in each period. Foreign currency exchange gains and losses, net of hedging activity, resulting from transactions included in the Company's operating results for the six months ended June 30, 2026 totaled $7.7 million of net losses, compared with $3.3 million of net losses during the six months ended June 30, 2025.

Previous 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.

Current wording

Throughout 2025 and the first quarter of 2026, the U.S. 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

On February 20, 2026, the United States Supreme Court issued a decision invalidating the broad-based tariffs imposed under the International Emergency Economic Powers Act (IEEPA). On March 4, 2026, the U.S. Court of International Trade ordered the U.S. Customs and Border Protection (“CBP”) to process refunds of the IEEPA tariffs, although the Court immediately suspended the order while the CBP determines a refund process. The IEEPA tariffs remain subject to ongoing litigation between the United States government and other parties. In response to the U.S. Supreme Court ruling mentioned above, the United States government announced plans to implement new tariffs under alternative statutory authority. The full impact of the U.S. Supreme Court’s ruling and the United States government’s response, including the timing and extent of any refunds and the impact of the new tariffs, remain uncertain.

Current wording

The IEEPA tariffs remain subject to ongoing litigation between the U.S. government and other parties. In response to the U.S. Supreme Court ruling mentioned above, the U.S. government announced plans to implement new tariffs under alternative statutory authority. The full impact of the U.S. Supreme Court’s ruling and the U.S. government’s response, including the timing and extent of any additional refunds and the impact of the new tariffs, remains uncertain.

Previous 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.

Current wording

(5) 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 relate to the cost of the settlement agreement with Mr. Mehta in connection with his departure, net of the impact for stock awards forfeited, and incremental stock compensation expense related to a deferred share award issued to Mr. Kyle.

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 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.

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 June 30, 2026 and December 31, 2025 was $283.3 million and $317.3 million, respectively. Net debt to adjusted EBITDA for the trailing twelve months was 2.0 at June 30, 2026 and December 31, 2025.

Previous 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.

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 and gains in connection with the annual remeasurement in the fourth quarter, or if specific events trigger a remeasurement.