Skip to main content

TIMKEN CO

For the period ended May 3, 2024. Filed Mar 14, 2024.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 3, 2024 · Filed Mar 14, 2024

TKR$102.03+2.1%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

A-1 Appendix A

APPENDIX A

RECONCILIATIONS OF NON-GAAP MEASURES TO MOST DIRECTLY COMPARABLE GAAP MEASURES

(dollars in millions, excluding EPS and Adjusted EPS)

Note: In 2023, the Company began excluding intangible amortization expense from acquisitions in its calculations of adjusted net income, adjusted earnings per share, and adjusted return on invested capital. Amortization expense has grown in recent years due to the large number of acquisitions completed, and the Company believes this change better reflects its core operating earnings and improve comparability. The Company is showing reconciliations of these non-GAAP measures as calculated using the prior methodology (including acquisition intangible amortization), given that performance-based restricted stock unit awards made prior to 2023 utilize this prior methodology in calculating performance.

Reconciliation of Net Income to Adjusted
Net Income (Excluding Acquisition Intangible Amortization) and EBITDA1202320222021202020192018
Net Sales$4,769.0$4,496.7$4,132.9$3,513.2$3,789.9$3,580.8
Net Income Attributable to The Timken Company394.1407.4369.1284.5362.1302.8
Net Income Attributable to The Timken Company as a Percentage of Sales8.3%9.1%8.9%8.1%9.6%8.5%
Adjustments:
Acquisition intangible amortization65.743.946.847.346.735.0
Impairment, restructuring and reorganization charges251.639.515.129.09.87.1
Corporate pension and other postretirement benefit related expense (income)320.62.90.318.5(4.1)12.8
Acquisition-related charges431.814.83.23.715.520.6
Acquisition-related gain5——(0.9)(11.1)——
Russia-related charges68.515.6————
Gain (loss) on divestitures and sale of certain assets7(5.2)(2.9)—(0.4)(4.5)0.8
Property losses (recoveries) and related expenses8———(5.5)7.6—
Brazil legal matter————1.8—
Tax indemnification and related matters—0.30.20.50.71.5
Non-controlling interest of above adjustments(2.1)(5.3)—(0.1)(0.5)(1.3)
Provision for income taxes9(56.9)(35.9)(35.0)(18.2)(47.2)(26.1)
Adjusted Net Income$508.1$480.3$398.8$348.2$387.9$353.2
Net income attributable to non-controlling interest13.99.612.47.912.62.7
Provision for income taxes (as reported)122.5133.995.1103.997.7102.6
Interest expense110.774.658.867.672.151.7
Interest income(9.3)(3.8)(2.3)(3.7)(4.9)(2.1)
Depreciation and amortization10200.5164.0167.0164.0159.9146.0
Acquisition intangible amortization(65.7)(43.9)(46.8)(47.3)(46.7)(35.0)
Non-controlling interest2.15.3—0.10.51.3
Provision for income taxes956.935.935.018.247.226.1
Adjusted EBITDA$939.7$855.9$718.0$658.9$726.3$646.5
Adjusted EBITDA Margin (% of Sales)19.7%19.0%
Reconciliation of Diluted EPS to Adjusted EPS
(Excluding Acquisition Intangible Amortization)12023202220212020
Diluted Earnings Per Share (EPS)$5.47$5.48$4.79$3.72
Adjusted EPS$7.05$6.46$5.18$4.56
Diluted Shares72,081,88474,323,83977,006,58976,401,366
Reconciliation of Adjusted Net Operating
Profit After Taxes (ANOPAT) (Excluding Acquisition Intangible Amortization)202320222021
Adjusted EBITDA1, 11$939.7$855.9$718.0
Acquisition intangible amortization65.743.946.8
Less: Depreciation and amortization10200.5164.0167.0
Adjusted EBIT804.9735.8597.8
Adjusted tax rate25.5%25.5%24.0%
Calculated income taxes205.2187.6143.5
ANOPAT$599.7$548.2$454.3
Reconciliation of Adjusted
Invested Capital (Excluding Acquisition Intangible Amortization)2023202220212020
Total debt$2,395.9$1,963.2$1,464.9$1,564.6
Less: cash and cash equivalents418.9331.6257.1320.3
Net debt1,977.01,631.61,207.81,244.3
Total equity2,702.42,352.92,377.72,225.2
Invested capital (net debt plus total equity)4,679.43,984.53,585.53,469.5
Invested capital (two-point average)$4,332.0$3,785.0$3,527.5
Calculation of Return on Adjusted
Invested Capital (Excluding Acquisition Intangible Amortization)12202320222021
ANOPAT$599.7$548.2$454.3
Invested capital (two-point average)4,332.03,785.03,527.5
Return on invested capital13.8%14.5%12.9%
Reconciliation of Free Cash Flow1320232022
Net cash provided by operating activities$545.2$463.8
Capital expenditure(187.8)(178.4)
Free cash flow$357.4$285.4
Reconciliation of Net Debt142023
Short-term debt$605.6
Long-term debt1,790.3
Total debt$2,395.9
Less: Cash and cash equivalents418.9
Net debt$1,977.0
Ratio of net debt to adjusted EBITDA2.1
Reconciliation of Net Income to Adjusted
Net Income (Including Acquisition Intangible Amortization)1202320222021202020192018
Net Sales$4,769.0$4,496.7$4,132.9$3,513.2$3,789.9$3,580.8
Net Income Attributable to
The Timken Company394.1407.4369.1284.5362.1302.8
Net Income Attributable to The Timken
Company as a Percentage of Sales8.3%9.1%8.9%8.1%9.6%8.5%
Adjustments:
Impairment, restructuring and Reorganization charges251.639.515.129.09.87.1
Corporate pension and other postretirement benefit related expense (income)320.62.90.318.5(4.1)12.8
Acquisition-related charges431.814.83.23.715.520.6
Acquisition-related gain5——(0.9)(11.1)——
Russia-related charges68.515.6————
Gain (loss) on divestitures and sales of certain assets7(5.2)(2.9)—(0.4)(4.5)0.8
Property losses (recoveries) and related expenses8———(5.5)7.6—
Brazil legal matter————1.8—
Tax indemnification and related matters—0.30.20.50.71.5
Non-controlling interest of above adjustments(2.1)(5.3)—(0.1)(0.5)(1.3)
Provision for income taxes9(40.1)(24.5)(23.6)(6.0)(34.6)(16.8)
Adjusted Net Income$459.2$447.8$363.4$313.1$353.8$327.5
Reconciliation of Diluted EPS to Adjusted EPS
(Including Acquisition Intangible Amortization)1202320222021202020192018
Diluted Earnings Per Share (EPS)$5.47$5.48$4.79$3.72$4.71$3.86
Adjusted EPS$6.37$6.02$4.72$4.10$4.60$4.18
Diluted Shares72,081,88474,323,83977,006,58976,401,36676,896,56578,337,481
Reconciliation of Adjusted Net Operating
Profit After Taxes (ANOPAT) (Including Acquisition Intangible Amortization)202320222021202020192018
Adjusted EBITDA1. 11$939.7$855.9$718.0$658.9$726.3$646.5
Less: Depreciation and amortization10200.5164.0167.0164.0159.9146.0
Adjusted EBIT739.2691.9551.0494.9566.4500.5
Adjusted tax rate25.5%25.5%24.0%25.5%26.5%26.5%
Calculated income taxes188.5176.4132.2126.2150.1132.6
ANOPAT$550.7$515.5$418.8$368.7$416.3$367.9
Reconciliation of Adjusted
Invested Capital (Including Acquisition Intangible Amortization)2023202220212020201920182017
Total debt$2,395.9$1,963.2$1,464.9$1,564.6$1,730.1$1,681.6$962.3
Total equity2,702.42,352.92,377.72,225.21,954.81,642.71,474.9
Invested capital (total debt plus total equity)5,098.34,316.13,842.63,789.83,684.93,324.32,437.2
Invested capital (two-point average)$4,707.2$4,079.4$3,816.2$3,737.4$3,504.6$2,880.8
Calculation of Return on Adjusted
Invested Capital (Including Acquisition Intangible Amortization)12202320222021202020192018
ANOPAT$550.7$515.5$418.8$368.7$416.3$367.9
Invested capital (two-point average)4,707.24,079.43,816.23,737.43,504.62,880.8
Return on invested capital11.7%12.6%11.0%9.9%11.9%12.8%

1 Management believes consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP measure that is useful to investors as it is representative of the Company's performance and that it is appropriate to compare GAAP net income to consolidated EBITDA. Management also believes that non-GAAP measures of adjusted EBITDA, adjusted net income and adjusted diluted earnings per share are useful to investors as they are representative of the Company's core operations and are used in the management of the business, including decisions concerning the allocation of resources and assessment of performance.

2 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. 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. However, management believes these actions are not representative of the Company’s core operations.

3 Corporate pension and other postretirement benefit related expense (income) primarily represents actuarial losses and (gains) that resulted from the remeasurement of plan assets and obligations as a result of changes in assumptions. The Company recognizes actuarial losses and (gains) through earnings in connection with the annual remeasurement in the fourth quarter, or on an interim basis if specific events trigger a remeasurement. Corporate pension and other postretirement benefit related expense (income) also includes curtailments.

4 Acquisition-related charges represent deal-related expenses associated with completed transactions and certain unsuccessful transactions, as well as any resulting inventory step-up impact.

5 The acquisition-related gain represents a bargain purchase price gain on the acquisition of the assets of Aurora Bearing Company that closed on November 30, 2020.

6 Russia-related charges include impairments or allowances recorded against certain property, plant and equipment, inventory and trade receivables to reflect the current impact of Russia's invasion of Ukraine (and associated sanctions) on the Company's operations. In addition to impairments and allowances recorded, the Company recorded a loss on the divestiture of its TimkenRus Service Company ooo business during the third quarter of 2022.

7 Represents the net gain (loss) resulting from divestitures and the sale of certain assets.

8 Property (recoveries) losses and related expenses represent property loss and related expenses during the periods presented (net of insurance recoveries received) that occurred during the first quarter of 2019 at one of the Company's warehouses in Knoxville, Tennessee and during the third quarter of 2019 at one of the Company's warehouses in Yantai, China.

9 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.

10 Depreciation and amortization shown excludes depreciation recognized in reorganization charges, if any.

11 See page A-1 for a reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measure.

12 The Company uses ANOPAT/Average Invested Capital as a non-GAAP ratio that indicates return on invested capital (ROIC), which is useful to investors as a measure of return on their investment.

13 Management believes that free cash flow is a non-GAAP measure that is useful to investors because it is a meaningful indicator of cash generated from operating activities available for the execution of its business strategy.

14 Management believes Net Debt and the Ratio of Net Debt to Adjusted EBITDA are important measures of the Company's financial position, due to the amount of cash and cash equivalents on hand.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.