TIMKEN CO
For the period ended May 8, 2026. Filed Mar 17, 2026.
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May 8, 2026 · Filed Mar 17, 2026
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)
| Reconciliation of Net Income to Adjusted Net Income and EBITDA(1) | 2025 | 2024 | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|---|---|
| Net sales | $4,581.8 | $4,573.0 | $4,769.0 | $4,496.7 | $4,132.9 | $3,513.2 |
| Net Income Attributable to The Timken Company | 288.4 | 352.7 | 394.1 | 407.4 | 369.1 | 284.5 |
| Net Income Attributable to The Timken Company as a percentage of sales | 6.3% | 7.7% | 8.3% | 9.1% | 8.9% | 8.1% |
| Adjustments: | ||||||
| Acquisition intangible amortization | 79.1 | 78.0 | 65.7 | 43.9 | 46.8 | 47.3 |
| Impairment, restructuring and reorganization charges(2) | 21.8 | 19.1 | 60.1 | 55.1 | 15.1 | 29.0 |
| Corporate pension and other postretirement benefit related expense (income)(3) | 10.8 | (1.3) | 20.6 | 2.9 | 0.3 | 18.5 |
| Acquisition-related charges(4) | — | 13.0 | 31.8 | 14.8 | 3.2 | 3.7 |
| Acquisition-related gain(5) | — | — | — | — | (0.9) | (11.1) |
| Gain on divestitures and sale of certain assets(6) | (2.6) | (14.7) | (5.2) | (2.9) | — | (0.4) |
| Property losses (recoveries) and related expenses(7) | — | 1.2 | — | — | — | (5.5) |
| Tax indemnification and related items | — | (1.1) | — | 0.3 | 0.2 | 0.5 |
| CEO transition expenses(8) | 20.8 | 3.7 | — | — | — | — |
| Noncontrolling interest of above adjustments | 4.9 | (0.2) | (2.1) | (5.3) | — | (0.1) |
| Provision for income taxes(9) | (48.7) | (41.0) | (56.9) | (35.9) | (35.0) | (18.2) |
| Adjusted Net Income | $374.5 | $409.4 | $508.1 | $480.3 | $398.8 | $348.2 |
| Net income attributable to noncontrolling interest | 28.9 | 22.6 | 13.9 | 9.6 | 12.4 | 7.9 |
| Provision for income taxes (as reported) | 98.7 | 118.9 | 122.5 | 133.9 | 95.1 | 103.9 |
| Interest expense | 110.3 | 125.1 | 110.7 | 74.6 | 58.8 | 67.6 |
| Interest income | (10.3) | (14.9) | (9.3) | (3.8) | (2.3) | (3.7) |
| Depreciation and amortization expense(10) | 229.0 | 220.5 | 200.5 | 164.0 | 167.0 | 164.0 |
| Acquisition intangible amortization | (79.1) | (78.0) | (65.7) | (43.9) | (46.8) | (47.3) |
| Noncontrolling interest | (4.9) | 0.2 | 2.1 | 5.3 | — | 0.1 |
| Provision for income taxes(9) | 48.7 | 41.0 | 56.9 | 35.9 | 35.0 | 18.2 |
| Adjusted EBITDA | $795.8 | $844.8 | $939.7 | $855.9 | $718.0 | $658.9 |
| Adjusted EBITDA Margin (% of net sales) | 17.4% | 18.5% | 19.7% | 19.0% | 17.4% | 18.8% |
| Reconciliation of Diluted EPS to Adjusted EPS(1) | 2025 | 2024 | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|---|---|
| Diluted earnings per share (EPS) | $4.11 | $4.99 | $5.47 | $5.48 | $4.79 | $3.72 |
| Adjusted EPS | $5.33 | $5.79 | $7.05 | $6.46 | $5.18 | $4.56 |
| Diluted shares | 70,231,706 | 70,750,482 | 72,081,884 | 74,323,839 | 77,006,589 | 76,401,366 |
| Reconciliation of Free Cash Flow(13) | 2025 | 2024 |
|---|---|---|
| Net cash provided by operating activities | $554.3 | $475.7 |
| Capital expenditures | (148.2) | (170.0) |
| Free cash flow | $406.1 | $305.7 |
| Reconciliation of Net Debt(14) | 2025 |
|---|---|
| Short-term debt, including current portion of long-term debt | $38.9 |
| Long-term debt | 1,883.1 |
| Total Debt | $1,922.0 |
| Less: Cash and cash equivalents | (364.4) |
| Net Debt | $1,557.6 |
| Adjusted EBITDA for the Twelve Months Ended | $795.8 |
| Ratio of Net Debt to Adjusted EBITDA | 2.0 |
| Reconciliation of Adjusted Net Operating Profit After Taxes (ANOPAT) | 2025 | 2024 | 2023 | 2022 |
|---|---|---|---|---|
| Adjusted EBITDA(1, 11) | $795.8 | $844.8 | $939.7 | $855.9 |
| Acquisition intangible amortization | 79.1 | 78.0 | 65.7 | 43.9 |
| Less: depreciation and amortization expense(10) | 229.0 | 220.5 | 200.5 | 164.0 |
| Adjusted EBIT | 645.9 | 702.3 | 804.9 | 735.8 |
| Adjusted tax rate | 27.0% | 27.0% | 25.5% | 25.5% |
| Calculated income taxes | 174.4 | 189.6 | 205.2 | 187.6 |
| ANOPAT | $471.5 | $512.7 | $599.7 | $548.2 |
| Reconciliation of Adjusted Invested Capital | 2025 | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| Total debt | $1,922.0 | $2,062.7 | $2,395.9 | $1,963.2 | $1,464.9 |
| Less: cash and cash equivalents | 364.4 | 373.2 | 418.9 | 331.6 | 257.1 |
| Net debt | 1,557.6 | 1,689.5 | 1,977.0 | 1,631.6 | 1,207.8 |
| Total equity | 3,345.7 | 2,984.1 | 2,702.4 | 2,352.9 | 2,377.7 |
| Invested capital (net debt + total equity) | 4,903.3 | 4,673.6 | 4,679.4 | 3,984.5 | 3,585.5 |
| Invested capital (two-point average) | $4,788.5 | $4,676.5 | $4,332.0 | $3,785.0 |
| Calculation of Return on Adjusted Invested Capital(12) | 2025 | 2024 | 2023 | 2022 |
|---|---|---|---|---|
| ANOPAT | $471.5 | $512.7 | $599.7 | $548.2 |
| Invested capital (two-point average) | 4,788.5 | 4,676.5 | 4,332.0 | 3,785.0 |
| Return on invested capital | 9.8% | 11.0% | 13.8% | 14.5% |
(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 Drive 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)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. Refer to Note 17 - Retirement Benefit Plans and Note 18 - Other Postretirement Benefit Plans in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for additional discussion.
(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 gain on the acquisition of the assets of Aurora Bearing Company that closed on November 30, 2020.
(6)Represents the net gain resulting from divestitures and sale of certain assets.
(7)Property losses (recoveries) and related expenses represent property loss and related expense during the periods presented (net of insurance recoveries received) resulting from a fire that occurred in 2024 and a fire and a flood that occurred in 2019.
(8) 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.
(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.
(15)See page A-1 for a reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measure.
| c/o Corporate Election Services P. O. Box 1150 Pittsburgh, PA 15230 | VOTE BY TELEPHONE Have your proxy card available when you call the Toll-Free number 1-888-693-8683 using a touchtone phone, and follow the simple instructions to record your vote. VOTE BY INTERNET Have your proxy card available when you access the website www.cesvote.com and follow the simple instructions to record your vote. VOTE BY MAIL Please mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to: Corporate Election Services, P.O. Box 1150, Pittsburgh, PA 15230. |
| Internet Access the Internet site and cast your vote: www.cesvote.com | QR Code Scan with a mobile device | Telephone Call Toll-Free: 1-888-693-8683 | Mail Return your proxy card/voting instruction form in the postage-paid envelope provided |
|---|
Vote 24 hours a day, 7 days a week! If you vote by telephone or Internet, please do NOT send your proxy by mail.
Proxy must be signed and dated below. Please fold and detach card at perforation before mailing.
| THE TIMKEN COMPANY | PROXY / VOTING INSTRUCTION CARD |
|---|
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints John M. Timken, Jr.; Lucian Boldea; and Hansal N. Patel; and each of them, as true and lawful proxies, with full power of substitution, to vote and act for the undersigned as specified on the reverse hereof at the Annual Meeting of Shareholders of THE TIMKEN COMPANY to be held online athttp://www.cesonlineservices.com/tkr26_vm, on May 8, 2026, at 10:00 a.m., and at any adjournment thereof, as fully as the undersigned could vote and act if personally present on the matters set forth on the reverse hereof, and, in their discretion on such other matters as may properly come before the meeting, and/or if the undersigned is a participant in one or more of the Company’s or its subsidiaries’ employee share ownership plans and has stock of the Company allocated to his or her account(s), the undersigned directs the trustee(s) of such plan(s) likewise to appoint the above-named individuals as proxies to vote and act with respect to all shares of such stock so allocated on the record date for such meeting in the manner specified on the reverse hereof at such meeting or any adjournment thereof, and in their discretion on such other matters as may properly come before the meeting.
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N****OTICEOFA NNUALM EETINGOFS HAREHOLDERS
May 8, 2026 at 10:00 a.m.
http://www.cesonlineservices.com/tkr26_vm
ELECTRONIC ACCESS TO FUTURE DOCUMENTS NOW AVAILABLE
If you are a registered holder of shares, you have the option to access future shareholder communications (e.g., annual reports, proxy statements, related proxy materials) over the Internet instead of receiving those documents in print. Participation is completely voluntary. If you give your consent, in the future, when our material is available over the Internet you will receive notification that will contain the Internet location where the material is available. Our material will be presented in PDF format. There is no cost to you for this service other than any charges you may incur from your Internet provider, telephone and/or cable company. Once you give your consent, it will remain in effect until you inform us otherwise. You may revoke your consent at any time by notifying the Company in writing.
To give your consent, follow the prompts when you vote by telephone or over the Internet or check the appropriate box located at the bottom of the attached proxy card when you vote by mail.
Please fold and detach card at perforation before mailing.
| THE TIMKEN COMPANY | PROXY / VOTING INSTRUCTION CARD |
|---|
The shares represented by this proxy will be voted as recommended by the Board of Directors unless otherwise specified.
The Board of Directors recommends a vote FOR proposals 1, 2 and 3.
| 1. | Election of twelve Directors to serve for a term of one year: |
| Nominees: | (01) | Lucian Boldea | (02) | Maria A. Crowe | (03) | Elizabeth A. Harrell | (04) | Richard G. Kyle |
| (05) | Sarah C. Lauber | (06) | Todd M. Leombruno | (07) | Christopher L. Mapes | (08) | Ajita G. Rajendra | |
| (09) | Kimberly K. Ryan | (10) | Frank C. Sullivan | (11) | John M. Timken, Jr. | (12) | Ward J. Timken, Jr. |
| ☐ FOR all nominees listed above | ☐ WITHHOLD AUTHORITY to vote for all nominees listed above |
To withhold authority to vote for individual Nominee(s), write the name(s) or number(s) on the line below:
| 2. | Approval, on an advisory basis, of our named executive officer compensation. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
| 3. | Ratification of the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending December 31, 2026. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
The Board of Directors recommends a vote AGAINST proposal 4.
| 4. | Consideration of a shareholder proposal asking our Board of Directors to take the steps necessary to amend the appropriate Company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.