株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
timkenlogoa50.jpg
FORM 10-Q  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to                          
Commission file number: 1-1169
THE TIMKEN COMPANY
(Exact name of registrant as specified in its charter)
 
Ohio 34-0577130
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
4500 Mount Pleasant Street NW
North Canton Ohio   44720-5450
(Address of principal executive offices)   (Zip Code)
234.262.3000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Shares, without par value TKR The New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   
 Yes  ☐    No   ☒
Indicate the number of shares outstanding of each of the issuer's classes of common shares, as of the latest practicable date.
Class
Outstanding at July 31, 2023
Common Shares, without par value 71,041,023 shares


THE TIMKEN COMPANY
INDEX TO FORM 10-Q REPORT
PAGE
I.
Item 1.
Item 2.
Item 3.
Item 4.
II.
Item 1.
Item1A.
Item 2.
Item 5.
Item 6.



PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
THE TIMKEN COMPANY AND SUBSIDIARIES

Consolidated Statements of Income
(Unaudited)
  Three Months Ended
June 30,
Six Months Ended
June 30,
  2023 2022 2023 2022
(Dollars in millions, except per share data)
Net sales $ 1,272.3  $ 1,153.7  $ 2,535.1  $ 2,278.3 
Cost of products sold 866.9  801.3  1,712.9  1,587.6 
Selling, general and administrative expenses 184.9  155.9  371.7  310.0 
Amortization of intangible assets 17.3  10.6  30.8  21.5 
Impairment and restructuring charges 2.5  10.0  31.4  11.0 
Operating Income 200.7  175.9  388.3  348.2 
Interest expense (28.3) (18.3) (52.4) (32.6)
Interest income 1.9  1.0  3.4  1.6 
Non-service pension and other postretirement (expense) income —  (7.9) 0.1  (6.6)
Other income (expense), net 2.3  (1.1) 5.4  (0.9)
Income Before Income Taxes 176.6  149.6  344.8  309.7 
Provision for income taxes 47.1  44.0  89.6  82.2 
Net Income 129.5  105.6  255.2  227.5 
Less: Net income attributable to noncontrolling interest 4.3  0.6  7.7  4.3 
Net Income Attributable to The Timken Company $ 125.2  $ 105.0  $ 247.5  $ 223.2 
Net Income per Common Share Attributable to The Timken
    Company Common Shareholders
Basic earnings per share $ 1.74  $ 1.43  $ 3.43  $ 3.01 
Diluted earnings per share $ 1.73  $ 1.42  $ 3.39  $ 2.98 
See accompanying Notes to the Consolidated Financial Statements.


Consolidated Statements of Comprehensive Income
(Unaudited) 
  Three Months Ended
June 30,
Six Months Ended
June 30,
  2023 2022 2023 2022
(Dollars in millions)
Net Income $ 129.5  $ 105.6  $ 255.2  $ 227.5 
Other comprehensive loss, net of tax:
Foreign currency translation adjustments (27.9) (113.1) (0.2) (135.7)
Pension and postretirement liability adjustments (1.6) (1.4) (3.1) (2.9)
Change in fair value of derivative financial instruments (0.3) 2.2  (1.1) 4.2 
Other comprehensive loss, net of tax (29.8) (112.3) (4.4) (134.4)
Comprehensive income (loss), net of tax 99.7  (6.7) 250.8  93.1 
Less: comprehensive income attributable to noncontrolling interest 4.0  1.7  7.7  2.8 
Comprehensive income (loss) attributable to The Timken Company $ 95.7  $ (8.4) $ 243.1  $ 90.3 
See accompanying Notes to the Consolidated Financial Statements.
1

Consolidated Balance Sheets
(Unaudited)
(Dollars in millions) June 30,
2023
December 31,
2022
ASSETS
Current Assets
Cash and cash equivalents $ 344.3  $ 331.6 
Restricted cash 8.0  9.1 
Accounts receivable, less allowances (2023 – $17.9 million; 2022 – $17.9 million)
811.9  699.6 
Unbilled receivables 121.8  103.9 
Inventories, net 1,251.7  1,191.3 
Deferred charges and prepaid expenses 45.4  44.4 
Other current assets 127.7  124.1 
Total Current Assets 2,710.8  2,504.0 
Property, Plant and Equipment, net 1,255.5  1,207.4 
Other Assets
Goodwill 1,198.4  1,098.3 
Other intangible assets 876.1  765.3 
Operating lease assets 111.9  101.4 
Deferred income taxes 70.3  71.0 
Other non-current assets 28.3  25.0 
Total Other Assets 2,285.0  2,061.0 
Total Assets $ 6,251.3  $ 5,772.4 
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable, trade 392.2  403.9 
Short-term debt, including current portion of long-term debt 53.2  49.0 
Salaries, wages and benefits 135.2  155.3 
Income taxes payable 77.8  51.3 
Other current liabilities 364.0  352.9 
Total Current Liabilities 1,022.4  1,012.4 
Non-Current Liabilities
Long-term debt 2,046.5  1,914.2 
Accrued pension benefits 161.3  160.3 
Accrued postretirement benefits 31.5  31.4 
Long-term operating lease liabilities 70.3  65.2 
Deferred income taxes 167.3  139.8 
Other non-current liabilities 102.0  96.2 
Total Non-Current Liabilities 2,578.9  2,407.1 
Shareholders’ Equity
Class I and II Serial Preferred Stock, without par value:
Authorized – 10,000,000 shares each class, none issued
—  — 
Common shares, without par value:
Authorized – 200,000,000 shares
Issued (including shares in treasury) (2023 – 78,546,583 shares;
     2022 – 77,767,640 shares)
Stated capital 40.7  40.7 
Other paid-in capital 1,058.4  829.6 
Retained earnings 2,132.2  1,932.1 
Accumulated other comprehensive loss (178.2) (181.9)
Treasury shares at cost (2023 – 7,304,483 shares; 2022 – 5,188,257 shares)
(521.8) (352.2)
Total Shareholders’ Equity 2,531.3  2,268.3 
Noncontrolling Interest 118.7  84.6 
Total Equity 2,650.0  2,352.9 
Total Liabilities and Equity $ 6,251.3  $ 5,772.4 
See accompanying Notes to the Consolidated Financial Statements.
2

Consolidated Statements of Cash Flows
(Unaudited)
  Six Months Ended
June 30,
  2023 2022
(Dollars in millions)
CASH PROVIDED (USED)
Operating Activities
Net income $ 255.2  $ 227.5 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 96.8  82.1 
Impairment charges 28.3  8.8 
Loss on sale of assets 1.2  0.8 
Gain on divestitures (3.6) — 
Deferred income tax provision 2.8  1.7 
Stock-based compensation expense 17.1  15.6 
Pension and other postretirement expense 1.1  11.2 
Pension and other postretirement benefit contributions and payments (7.2) (8.1)
Changes in operating assets and liabilities:
Accounts receivable (87.4) (149.3)
Unbilled receivables (17.7) (2.9)
Inventories 15.3  (126.1)
Accounts payable, trade (14.9) (6.1)
Other accrued expenses (29.1) 16.6 
Income taxes (32.3) 12.1 
Other, net (3.0) (6.8)
Net Cash Provided by Operating Activities 222.6  77.1 
Investing Activities
Capital expenditures (91.3) (75.2)
Acquisitions, net of cash acquired (324.6) (152.3)
Proceeds from disposal of property, plant and equipment 0.3  — 
Proceeds from divestitures, net of cash divested 4.5  3.1 
Investments in short-term marketable securities, net (0.8) 23.4 
Other, net (0.1) 2.3 
Net Cash Used in Investing Activities (412.0) (198.7)
Financing Activities
Cash dividends paid to shareholders (47.4) (46.4)
Purchase of treasury shares (154.5) (144.3)
Proceeds from exercise of stock options 17.2  1.6 
Payments related to tax withholding for stock-based compensation (15.1) (8.1)
Borrowings on accounts receivable facility 29.0  122.0 
Payments on accounts receivable facility (29.0) (122.0)
Proceeds from long-term debt 768.9  684.5 
Payments on long-term debt (643.5) (344.8)
Deferred financing costs —  (3.5)
Short-term debt activity, net (1.4) 31.9 
Proceeds from the sale of shares in Timken India Limited 284.8  — 
Other —  6.5 
Net Cash Provided by Financing Activities 209.0  177.4 
Effect of exchange rate changes on cash (8.0) (7.7)
Increase in Cash, Cash Equivalents and Restricted Cash 11.6  48.1 
Cash, cash equivalents and restricted cash at beginning of year 340.7  257.9 
Cash, Cash Equivalents and Restricted Cash at End of Period $ 352.3  $ 306.0 
See accompanying Notes to the Consolidated Financial Statements.
3

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollars in millions, except per share data)
Note 1 - Basis of Presentation
The accompanying Consolidated Financial Statements (unaudited) for The Timken Company (the "Company" or "Timken") have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by the accounting principles generally accepted in the United States ("U.S. GAAP") for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures considered necessary for a fair presentation have been included. For further information, refer to the Consolidated Financial Statements and accompanying Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
The Company previously classified intangible asset amortization expense within cost of products sold in the Company's Consolidated Statements of Income. Intangible asset amortization expense is now classified separately. The 2022 presentation has been revised to conform to the 2023 presentation resulting in a reduction in the cost of products sold for the three and six months ended June 30, 2022.
Note 2 - Significant Accounting Policies
The Company's significant accounting policies are detailed in "Note 1 - Significant Accounting Policies" of the Annual Report on Form 10-K for the year ended December 31, 2022.

Recent Accounting Pronouncements:

New Accounting Guidance Adopted:
In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50)." ASU 2022-04 is intended to establish disclosures that enhance the transparency of a supplier finance program used by an entity in connection with the purchase of goods and services. Supplier finance programs, which also may be referred to as reverse factoring, payables finance or structured payables arrangements, allow a buyer to offer its suppliers the option for access to payment in advance of an invoice due date, which is paid by a third-party finance provider or intermediary. Under the guidance, a buyer in a supplier finance program would disclose qualitative and quantitative information about its supplier finance programs. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. Refer to Note 12 - Supply Chain Financing in the Notes to the Consolidated Financial Statements for additional information.


4

Note 3 - Acquisitions and Divestitures
Acquisitions:
During the first six months of 2023, the Company completed two acquisitions. On April 4, 2023, the Company acquired Leonardo Top S.a.r.l. ("Nadella"), a leading European manufacturer of linear guides, telescopic rails, actuators and systems and other specialized industrial motion solutions, from ICG plc. Based in Italy, Nadella employs approximately 450 people and operates manufacturing facilities in Europe and China. Nadella reported revenue of approximately €100 million in 2022. Results for Nadella are reported in the Industrial Motion segment. On January 31, 2023, the Company acquired the assets of American Roller Bearing Company ("ARB"), a North Carolina-based manufacturer of industrial bearings. ARB, which boasts a large U.S. installed base and strong aftermarket business, operates manufacturing facilities in Hiddenite and Morganton, North Carolina. ARB reported revenue of approximately $35 million in 2022. Results for ARB are reported in the Engineered Bearings segment. The total purchase price for these acquisitions was $326.9 million, net of cash acquired of $21.0 million. The Company incurred acquisition-related costs of $2.7 million to complete these acquisitions.
The following table presents the preliminary purchase price allocation at fair value for the 2023 acquisitions as of June 30, 2023.
Initial Purchase
Price Allocation
Assets:
Accounts receivable $ 25.0 
Inventories 72.6 
Other current assets 5.3 
Property, plant and equipment 34.1 
Goodwill 121.3 
Other intangible assets 136.7 
Other non-current assets 4.9 
   Total assets acquired $ 399.9 
Liabilities:
Accounts payable, trade $ 15.3 
Salaries, wages and benefits 4.7 
Income taxes payable 4.1 
Other current liabilities 6.4 
Short-term debt 5.0 
Long-term debt 6.0 
Deferred income taxes 27.7 
Other non-current liabilities 3.8 
   Total liabilities assumed $ 73.0 
   Net assets acquired $ 326.9 
In determining the fair value of the amounts above, the Company utilized various forms of the income, cost and market approaches depending on the asset or liability being valued. The estimation of fair value required judgement related to future net cash flows, discount rates, competitive trends, market comparisons and other factors. Inputs were generally determined by taking into account independent appraisals and historical data, supplemented by current and anticipated market conditions.

5

Note 3 - Acquisitions and Divestitures (continued)
The amounts in the table above represent the preliminary purchase price allocation for the 2023 acquisitions. This purchase price allocation, including the residual amount allocated to goodwill, is based on preliminary information and is subject to change as additional information concerning final asset and liability valuations are obtained and management completes its reassessment of the measurement period procedures based on the results of the preliminary valuation. As of June 30, 2023, no elements of the purchase price allocation have been finalized. During the applicable measurement period, the Company will adjust assets and liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date. The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments has been completed on the acquisition date.
The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2023.
2023
Weighted-
Average Life
Trade names $ 18.8  15 years
Technology and know-how 29.4  15 years
Customer relationships 88.4  9 years
Capitalized software 0.1  2 years
Total intangible assets $ 136.7 
On November 4, 2022, the Company completed the acquisition of GGB Bearing Technology ("GGB"), a global technology and market leader of premium engineered metal-polymer plain bearings, for $300.2 million, net of cash acquired of $19.7 million. GGB's revenue was approximately $200 million for the full year 2022. GGB's products are used mainly in industrial applications, including pumps and compressors, HVAC, off-highway, energy, material handling and aerospace. With manufacturing facilities across the United States, Europe and China, GGB employs approximately 900 people and has a global engineering, distribution and sales footprint. Results for GGB are reported in the Engineered Bearings segment.
On May 31, 2022, the Company completed the acquisition of Spinea, s.r.o. ("Spinea"), a European technology leader and manufacturer of highly engineered cycloidal reduction gears and actuators, with full year 2022 sales of approximately $40 million. Spinea’s solutions primarily serve high-precision automation and robotics applications in the factory automation platform. Spinea is located in Presov, Slovakia. The purchase price for this acquisition was $151.2 million, net of cash acquired of $0.2 million. Results for Spinea are reported in the Industrial Motion segment.


6

Note 3 - Acquisitions and Divestitures (continued)
The following table presents the updated purchase price allocation at fair value, net of cash acquired, for the 2022 acquisitions, as of June 30, 2023:
Initial Purchase Price Allocation Adjustments Updated Purchase Price Allocation
Assets:
Accounts receivable $ 30.6  $ 0.1  $ 30.7 
Inventories 52.3  (0.3) 52.0 
Other current assets 7.6  —  7.6 
Property, plant and equipment 153.6  (4.7) 148.9 
Goodwill 106.9  (1.4) 105.5 
Other intangible assets 182.6  (0.8) 181.8 
Other assets 12.1  3.9  16.0 
Total assets acquired $ 545.7  $ (3.2) $ 542.5 
Liabilities:
Accounts payable, trade $ 16.8  $ (0.5) $ 16.3 
Salaries, wages and benefits 11.8  —  11.8 
Income taxes payable 3.2  —  3.2 
Other current liabilities 7.0  (1.0) 6.0 
Accrued pension benefits 3.2  0.3  3.5 
Deferred income taxes 30.0  —  30.0 
Other non-current liabilities 20.0  0.3  20.3 
Total liabilities assumed $ 92.0  $ (0.9) $ 91.1 
Net assets acquired $ 453.7  $ (2.3) $ 451.4 
The above purchase price allocation, including the residual amount allocated to goodwill, is based on preliminary information and is subject to change as additional information concerning final asset and liability valuations is obtained. The purchase price allocation for Spinea was finalized during the second quarter of 2023. The purchase price allocation for GGB is preliminary pending the continued evaluation of real estate and other property, plant and equipment assets, as well as the related impacts on deferred income taxes. During the measurement period, the Company will adjust assets and liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date. The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date.
Divestitures:
On February 28, 2023, the Company completed the sale of all of its membership interests in S.E. Setco Services Company, LLC ("SE Setco"), a 50% owned joint venture. The Company had accounted for SE Setco as an equity method investment prior to the sale. The Company received $5.7 million in cash proceeds for SE Setco and recognized a pretax gain of $4.8 million on the sale. The gain was reflected in other income, net in the Consolidated Statement of Income.
On November 1, 2022, the Company completed the divestiture of Timken Aerospace Drive Systems, LLC ("ADS"). The Company recorded proceeds of $33.0 million on the sale of the business. For the first six months of 2023, the Company recorded a loss $1.2 million due to the payment of a working capital adjustment.


7

Note 4 - Segment Information
The primary measurement used by management to measure the financial performance of each segment is earnings before interest, taxes, depreciation and amortization ("EBITDA").
Effective January 1, 2023, the Company began operating under new reportable segments. The Company’s two reportable segments are Engineered Bearings and Industrial Motion. Segment results for 2022 have been revised to conform to the 2023 presentation of segments.
  Three Months Ended
June 30,
Six Months Ended
June 30,
  2023 2022 2023 2022
Net sales:
Engineered Bearings $ 857.2  $ 798.3  $ 1,757.9  $ 1,570.7 
Industrial Motion 415.1  355.4  777.2  707.6 
Net sales $ 1,272.3  $ 1,153.7  $ 2,535.1  $ 2,278.3 
Segment EBITDA:
Engineered Bearings $ 185.5  $ 167.5  $ 390.5  $ 335.8 
Industrial Motion 80.9  65.1  129.1  127.5 
Total EBITDA, for reportable segments $ 266.4  $ 232.6  $ 519.6  $ 463.3 
Unallocated corporate expense (13.2) (13.4) (30.9) (26.3)
Corporate pension and other postretirement
     benefit related income (expense) (1)
1.0  (11.6) 1.9  (14.2)
Depreciation and amortization (51.2) (40.7) (96.8) (82.1)
Interest expense (28.3) (18.3) (52.4) (32.6)
Interest income 1.9  1.0  3.4  1.6 
Income before income taxes $ 176.6  $ 149.6  $ 344.8  $ 309.7 
(1) Corporate pension and other postretirement benefit related income (expense) represents actuarial gains and (losses) that resulted from the remeasurement of pension and other postretirement plan assets and obligations as a result of changes in assumptions or experience.

June 30,
2023
December 31, 2022
Assets by Segment:
Engineered Bearings $ 3,387.3  $ 3,270.3 
Industrial Motion 2,435.7  2,070.1 
Corporate (2)
428.3  432.0 
  $ 6,251.3  $ 5,772.4 
(2) Corporate assets include corporate buildings and cash and cash equivalents.
8

Note 5 - Revenue
The following table presents details deemed most relevant to the users of the financial statements about total revenue for the three and six months ended June 30, 2023 and 2022:
Three Months Ended Three Months Ended
June 30, 2023 June 30, 2022
Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total
United States $ 317.6  $ 218.8  $ 536.4  $ 302.0  $ 197.7  $ 499.7 
Americas excluding the United States 96.0  27.9  123.9  104.6  24.3  128.9 
Europe / Middle East / Africa 175.6  136.6  312.2  155.7  104.0  259.7 
China 156.5  22.9  179.4  133.3  21.7  155.0 
Asia-Pacific excluding China 111.5  8.9  120.4  102.7  7.7  110.4 
Net sales $ 857.2  $ 415.1  $ 1,272.3  $ 798.3  $ 355.4  $ 1,153.7 
Six Months Ended Six Months Ended
June 30, 2023 June 30, 2022
Engineered Bearings Industrial Motion Total Engineered Bearings Industrial Motion Total
United States $ 658.5  $ 413.1  $ 1,071.6  $ 591.8  $ 396.5  $ 988.3 
Americas excluding the United States 188.2  55.8  244.0  197.0  45.1  242.1 
Europe / Middle East / Africa 359.5  250.4  609.9  318.3  206.5  524.8 
China 314.9  39.2  354.1  262.6  43.8  306.4 
Asia-Pacific excluding China 236.8  18.7  255.5  201.0  15.7  216.7 
Net sales $ 1,757.9  $ 777.2  $ 2,535.1  $ 1,570.7  $ 707.6  $ 2,278.3 

When reviewing revenue by sales channel, the Company separates net sales to original equipment manufacturers ("OEMs") from sales to distributors and end users. The following table presents the approximate percent of revenue by sales channel for the six months ended June 30, 2023 and 2022:
Six Months Ended Six Months Ended
Revenue by sales channel June 30, 2023 June 30, 2022
Original equipment manufacturers 60% 60%
Distribution/end users 40% 40%
In addition to disaggregating revenue by segment, geography and by sales channel as shown above, the Company believes information about the timing of transfer of goods or services, type of customer and distinguishing service revenue from product sales is also relevant. During the six months ended June 30, 2023 and June 30, 2022, approximately 8% and 9%, respectively, of total net sales were recognized on an over-time basis because of the continuous transfer of control to the customer, with the remainder recognized as of a point in time. Approximately 4% of total net sales represented service revenue during the six months ended June 30, 2023 and June 30, 2022. Finally, business with the United States ("U.S.") government or its contractors represented approximately 6% of total net sales during each of the six months ended June 30, 2023 and June 30, 2022.

Remaining Performance Obligations:
Remaining performance obligations represent the transaction price of orders meeting the definition of a contract for which work has not been performed and excludes unexercised contract options. Performance obligations having a duration of more than one year are concentrated in contracts for certain products and services provided to the U.S. government or its contractors. The aggregate amount of the transaction price allocated to remaining performance obligations for such contracts with a duration of more than one year was approximately $216.0 million at June 30, 2023.

9

Note 5 - Revenue (continued)
Unbilled Receivables:
The following table contains a rollforward of unbilled receivables for the six months ended June 30, 2023 and the twelve months ended December 31, 2022:
June 30,
2023
December 31,
2022
Beginning balance, January 1 $ 103.9  $ 104.5 
Additional unbilled revenue recognized 207.6  396.2 
Less: amounts billed to customers (189.7) (370.5)
Less: unbilled receivables reclassified to assets held for sale —  (26.3)
Ending balance $ 121.8  $ 103.9 
There were no impairment losses recorded on unbilled receivables for the six months ended June 30, 2023 and the twelve months ended December 31, 2022.

Deferred Revenue:
The following table contains a rollforward of deferred revenue for the six months ended June 30, 2023 and the twelve months ended December 31, 2022:
June 30,
2023
December 31,
2022
Beginning balance, January 1 $ 54.3  $ 35.8 
Revenue (cash) received in advance 105.7  54.8 
Less: revenue recognized (104.6) (36.3)
Ending balance $ 55.4  $ 54.3 
Note 6 - Income Taxes
The Company's provision for income taxes in interim periods is computed by applying the estimated annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring or discrete items are recorded during the period(s) in which they occur.
  Three Months Ended
June 30,
Six Months Ended
June 30,
  2023 2022 2023 2022
Provision for income taxes $ 47.1  $ 44.0  $ 89.6  $ 82.2 
Effective tax rate 26.7  % 29.4  % 26.0  % 26.5  %
Income tax expense for the three and six months ended June 30, 2023 was calculated using forecasted multi-jurisdictional annual effective tax rates to determine a blended annual effective tax rate. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily due to the projected mix of earnings in non-U.S. jurisdictions with relatively higher tax rates.
The effective tax rate of 26.7% for the three months ended June 30, 2023 was lower than the effective tax rate for the three months ended June 30, 2022 primarily due to the net favorable impact of discrete tax items in comparison to the year ago period, partially offset by an increase in the mix of earnings in non-U.S. jurisdictions with relatively higher tax rates.
The effective tax rate of 26.0% for the six months ended June 30, 2023 was lower than the effective tax rate for the six months ended June 30, 2022 primarily due to the net favorable impact of discrete tax items in comparison to the year ago period, partially offset by an increase in the mix of earnings in non-U.S. jurisdictions with relatively higher tax rates.
10

Note 7 - Earnings Per Share
The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the three and six months ended June 30, 2023 and 2022, respectively:
Three Months Ended
June 30,
Six Months Ended
June 30,
2023 2022 2023 2022
Numerator:
Net income attributable to The Timken Company $ 125.2  $ 105.0  $ 247.5  $ 223.2 
Denominator:
Weighted average number of shares outstanding - basic 71,882,843  73,660,410  72,162,267  74,234,300 
Effect of dilutive securities:
Stock options and awards - based on the treasury
   stock method
630,148  522,383  745,537  642,948 
Weighted average number of shares outstanding assuming
   dilution of stock options and awards
72,512,991  74,182,793  72,907,804  74,877,248 
Basic earnings per share $ 1.74  $ 1.43  $ 3.43  $ 3.01 
Diluted earnings per share $ 1.73  $ 1.42  $ 3.39  $ 2.98 
The dilutive effect of performance-based restricted stock units are included once they meet minimum performance thresholds. The dilutive effect of stock options includes all outstanding stock options except stock options that are considered antidilutive. Stock options are antidilutive when the exercise price exceeds the average market price of the Company’s common shares during the periods presented. There were no antidilutive stock options outstanding during the three and six months ended June 30, 2023 and 2022.
Note 8 - Inventories
The components of inventories at June 30, 2023 and December 31, 2022 were as follows:
June 30,
2023
December 31,
2022
Manufacturing supplies $ 42.8  $ 41.7 
Raw materials 140.9  132.0 
Work in process 502.4  491.2 
Finished products 642.8  584.8 
     Subtotal 1,328.9  1,249.7 
Allowance for obsolete and surplus inventory (77.2) (58.4)
     Total inventories, net $ 1,251.7  $ 1,191.3 
Inventories are valued at net realizable value, with approximately 61% valued on the first-in, first-out ("FIFO") method and the remaining 39% valued on the last-in, first-out ("LIFO") method. The majority of the Company's U.S. inventories are valued on the LIFO method. The Company's non-U.S. inventories are valued on the FIFO method.
The LIFO reserve at June 30, 2023 and December 31, 2022 was $236.1 million and $235.4 million, respectively. An actual valuation of the inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs. Because these calculations are subject to many factors beyond management’s control, annual results may differ from interim results as they are subject to the final year-end LIFO inventory valuation.
11

Note 9 - Goodwill and Other Intangible Assets
The Company tests goodwill and indefinite-lived intangible assets for impairment at least annually, performing its annual impairment test as of October 1st. Furthermore, goodwill and indefinite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
In connection with the adoption of new reportable segments, goodwill was reallocated to new reporting units based on relative fair value at the reporting unit level. The Engineered Bearings segment has one reporting unit and the Industrial Motion segment has six reporting units.
The changes in the carrying amount of goodwill for the six months ended June 30, 2023 were as follows:
Engineered Bearings Industrial Motion Total
Beginning balance $ 679.8  $ 418.5  $ 1,098.3 
Acquisitions —  121.3  121.3 
Impairment loss —  (28.3) (28.3)
Foreign currency translation adjustments and other changes 2.6  4.5  7.1 
Ending balance $ 682.4  $ 516.0  $ 1,198.4 
During the first quarter of 2023, the Company reviewed goodwill for impairment for its reporting units due to the change in reporting segments that went into effect January 1, 2023. The Company utilizes both an income approach and a market approach in testing goodwill for impairment. The Company utilized updated forecasts for the income approach as part of the goodwill impairment review. Based on the earnings and cash flow forecasts for the Belts and Chain reporting unit within the Industrial Motion segment, the Company determined that the reporting unit could not support the carrying value of its goodwill. As a result, the Company recorded a pretax impairment loss of $28.3 million during the first quarter of 2023, which was reported in impairment and restructuring charges on the Consolidated Statement of Income.
The following table displays intangible assets as of June 30, 2023 and December 31, 2022:
  Balance at June 30, 2023 Balance at December 31, 2022
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Intangible assets
subject to amortization:
Customer relationships $ 655.8  $ (201.3) $ 454.5  $ 561.5  $ (183.2) $ 378.3 
Technology and know-how 301.2  (90.1) 211.1  273.1  (80.4) 192.7 
Trade names 50.6  (9.8) 40.8  18.4  (8.7) 9.7 
Capitalized software 290.0  (267.0) 23.0  288.4  (266.3) 22.1 
Other 7.6  (5.4) 2.2  3.3  (2.3) 1.0 
$ 1,305.2  $ (573.6) $ 731.6  $ 1,144.7  $ (540.9) $ 603.8 
Intangible assets not subject to amortization:
Trade names $ 135.8  $ 135.8  $ 152.8  $ 152.8 
FAA air agency certificates 8.7  8.7  8.7  8.7 
$ 144.5  $ 144.5  $ 161.5  $ 161.5 
Total intangible assets $ 1,449.7  $ (573.6) $ 876.1  $ 1,306.2  $ (540.9) $ 765.3 
Amortization expense for intangible assets was $33.9 million and $25.3 million for the six months ended June 30, 2023 and 2022, respectively. Amortization expense related to intangible assets acquired as part of a business combination is reported in amortization of intangible assets on the Consolidated Statement of Income, and amortization expense related to capitalized software is reported in cost of products sold or selling, general and administrative expenses on the Consolidated Statement of Income. Amortization expense for intangible assets is projected to be $67.3 million in 2023; $66.6 million in 2024; $66.0 million in 2025; $60.3 million in 2026; and $58.5 million in 2027.
12

Note 10 - Other Current Liabilities
The following table displays other current liabilities as of June 30, 2023 and December 31, 2022:
(Dollars in millions) June 30,
2023
December 31,
2022
Sales rebates $ 72.0  $ 82.9 
Deferred revenue 55.4  54.3 
Product warranty 27.1  23.5 
Operating lease liabilities 24.7  24.1 
Current derivative liability 30.2  19.8 
Taxes other than income and payroll taxes 24.2  18.7 
Freight and duties 16.1  21.7 
Interest 15.3  15.0 
Professional fees 17.3  17.4 
Restructuring 4.1  3.1 
Other 77.6  72.4 
Total other current liabilities $ 364.0  $ 352.9 
13

Note 11 - Financing Arrangements
Short-term debt at June 30, 2023 and December 31, 2022 was as follows:
June 30,
2023
December 31,
2022
Borrowings under lines of credit for certain of the Company’s foreign subsidiaries with various banks with interest rates ranging from 4.00% to 10.07% at June 30, 2023 and 2.38% to 5.50% at December 31, 2022
$ 49.8  $ 46.3 
Short-term debt $ 49.8  $ 46.3 
Lines of credit for certain of the Company's foreign subsidiaries provide for short-term borrowings up to $246.1 million in the aggregate. Most of these lines of credit are uncommitted. At June 30, 2023, the Company’s foreign subsidiaries had borrowings outstanding of $49.8 million and bank guarantees of $2.7 million, which reduced the aggregate availability under these facilities to $193.6 million.
Long-term debt at June 30, 2023 and December 31, 2022 was as follows:
June 30,
2023
December 31,
2022
Variable-rate Senior Credit Facility with an average interest rate on U.S. Dollar of 6.27% and Euro of 4.07% at June 30, 2023 and U.S. Dollar of 5.10% and Euro of 2.21% at December 31, 2022
$ 133.2  $ 8.5 
Variable-rate Accounts Receivable Facility with an interest rate of 5.98% at June 30, 2023 and 5.01% at December 31, 2022
85.0  85.0 
Variable-rate Term Loan(1), maturing on December 5, 2027, with an interest rate of 6.33% at June 30, 2023 and 5.55% at December 31, 2022
399.2  399.1 
Fixed-rate Senior Unsecured Notes(1), maturing on September 1, 2024, with an interest rate of 3.875%
349.9  349.8 
Fixed-rate Euro Senior Unsecured Notes(1), maturing on September 7, 2027, with an interest rate of 2.02%
163.5  160.4 
Fixed-rate Senior Unsecured Notes(1), maturing on December 15, 2028, with an interest rate of 4.50%
397.4  397.2 
Fixed-rate Medium-Term Notes, Series A(1), maturing at various dates through May 2028, with interest rates ranging from 6.74% to 7.76%
154.8  154.8 
Fixed-rate Senior Unsecured Notes(1), maturing on April 1, 2032, with an interest rate of 4.125%
342.9  342.1 
Fixed-rate Euro Bank Loan, maturing on June 30, 2033, with an interest rate of 2.15%
13.2  13.6 
Other 10.8  6.4 
Total debt $ 2,049.9  $ 1,916.9 
Less: current maturities 3.4  2.7 
Long-term debt $ 2,046.5  $ 1,914.2 
(1) Net of discounts and fees

14

Note 11 - Financing Arrangements (continued)
The Company has a $100 million Amended and Restated Asset Securitization Agreement (the "Accounts Receivable Facility"), which matures on November 30, 2024. Under the terms of the Accounts Receivable Facility, the Company sells, on an ongoing basis, certain domestic trade receivables to Timken Receivables Corporation, a wholly-owned consolidated subsidiary that, in turn, uses the trade receivables to secure borrowings that are funded through a vehicle that issues commercial paper in the short-term market. Borrowings under the Accounts Receivable Facility may be limited to certain borrowing base limitations; however, availability under the Accounts Receivable Facility was not reduced by any such borrowing base limitations at June 30, 2023. As of June 30, 2023, there were $85.0 million in outstanding borrowings under the Accounts Receivable Facility, which reduced the availability under this facility to $15.0 million. The cost of this facility, which is the prevailing commercial paper rate plus facility fees, is considered a financing cost and is included in interest expense in the Consolidated Statements of Income.
On December 5, 2022, the Company entered into the Fifth Amended and Restated Credit Agreement ("Credit Agreement"), which is comprised of the $750.0 million unsecured revolving credit facility ("Senior Credit Facility") and a $400.0 million unsecured term loan facility ("2027 Term Loan") that each mature on December 5, 2027. The Credit Agreement amended and restated the Company's previous revolving credit agreement that was set to mature on June 25, 2024, and replaced the $350.0 million term loan that was set to mature on September 11, 2023 ("2023 Term Loan"). The Credit Agreement also replaced interest rates based on LIBOR with interest rates based on Secured Overnight Financing Rate ("SOFR"). At June 30, 2023, the Company had $133.2 million of outstanding borrowings and $1.8 million of letters of credit under the Senior Credit Facility, which reduced the availability under this facility to $615.0 million. The Credit Agreement has two financial covenants: a consolidated leverage ratio and a consolidated interest coverage ratio.
On March 28, 2022, the Company issued fixed-rate unsecured senior notes ("2032 Notes") in the aggregate principal amount of $350 million with an interest rate of 4.125%, maturing on April 1, 2032. Proceeds from the 2032 Notes were used for general corporate purposes, which included the repayment of borrowings under the Company's previous senior credit facility and the Accounts Receivable Facility outstanding at the time of issuance.
At June 30, 2023, the Company was in full compliance with all applicable covenants on its outstanding debt.
In the ordinary course of business, the Company utilizes standby letters of credit issued by financial institutions to guarantee certain obligations, most of which relate to insurance contracts. At June 30, 2023, outstanding letters of credit totaled $59.1 million, most with expiration dates within 12 months.
The maturities of long-term debt (including $4.9 million of finance leases) subsequent to June 30, 2023 are as follows:
Year
2023 $ 3.0 
2024 444.0 
2025 28.9 
2026 52.7 
2027 654.5 
2028 522.0 
Thereafter 356.9 
The table above excludes $12.0 million of unamortized premiums and fees that are netted against long-term debt at June 30, 2023.
15

Note 12 - Supply Chain Financing
The Company offers a supplier finance program with two different financial institutions where suppliers may receive early payment from the financial institutions on invoices issued to the Company. The Company and each financial institution entered into arrangements providing for the Company to pay the financial institution per the terms of any supplier invoice paid early under the program and to pay an annual fee for the supplier finance platform subscription and related support. The Company and the financial institutions may terminate participation in the program with 90 days’ written notice. The supplier finance programs are unsecured and are not guaranteed by the Company. The financial institutions enter into separate arrangements with suppliers directly to participate in the program. The Company does not determine the terms or conditions of such arrangements or participate in the transactions between the suppliers and the financial institutions. The supplier invoice terms under the program typically require payment in full within 90 days of the invoice date.
The following table is a rollforward of the outstanding obligations for the Company’s supplier finance program for the six months ended June 30, 2023:
June 30,
2023
Confirmed obligations outstanding, January 1 $ 14.4 
Invoices confirmed 45.4 
Confirmed invoices paid (41.3)
Confirmed obligations outstanding, ending balance $ 18.5 
The obligations outstanding at June 30, 2023 were included in accounts payable, trade on the Consolidated Balance Sheet.
16

Note 13 - Contingencies
The Company is responsible for environmental remediation at various manufacturing facilities presently or formerly operated by the Company. In addition, the Company, through one of its subsidiaries, has currently been identified as a potentially responsible party for investigation and remediation under the Comprehensive Environmental Response, Compensation and Liability Act, known as the Superfund, or similar state laws with respect to one site. Claims for investigation and remediation have been asserted against numerous other unrelated entities, which are believed to be financially solvent and are expected to fulfill their proportionate share of the obligation.
On December 28, 2004, the United States Environmental Protection Agency (“USEPA”) sent Lovejoy, LLC. ("Lovejoy") a Special Notice Letter that identified Lovejoy as a potentially responsible party, together with at least 14 unrelated parties, at the Ellsworth Industrial Park Site, Downers Grove, DuPage County, Illinois (the “Site”). The Company acquired Lovejoy in 2016. Lovejoy’s Downers Grove property is situated within the Ellsworth Industrial Complex. The USEPA and the Illinois Environmental Protection Agency (“IEPA”) allege there have been one or more releases or threatened releases of hazardous substances, allegedly including, but not limited to, a release or threatened release on or from Lovejoy's property, at the Site. The relief sought by the USEPA and IEPA includes further investigation and potential remediation of the Site and reimbursement of response costs. Lovejoy’s allocated share of past and future costs related to the Site, including for investigation and/or remediation, could be significant. All previously pending property damage and personal injury lawsuits against Lovejoy related to the Site were settled or dismissed prior to our acquisition of Lovejoy.
The Company had total environmental accruals of $4.7 million and $4.8 million for various known environmental matters that are probable and reasonably estimable at June 30, 2023 and December 31, 2022, respectively, which includes the Lovejoy matter described above. These accruals were recorded based upon the best estimate of costs to be incurred in light of the progress made in determining the magnitude of remediation costs, the timing and extent of remedial actions required by governmental authorities and the amount of the Company’s liability in proportion to other responsible parties.
Product Warranties:
In addition to the contingencies above, the Company provides limited warranties on certain of its products. The product warranty liability included in "Other current liabilities" on the Consolidated Balance Sheets was $27.1 million and $23.5 million at June 30, 2023 and December 31, 2022, respectively. The balances at the end of each respective period represent the best estimates of costs for future claims for products that are still under warranty. The increase in the liability for the first six months of 2023 primarily relates to additional accruals for certain products sold into the automotive and renewable energy sectors. Accrual estimates are based on actual claims and expected trends that continue to mature. Management believes that any significant change to these assumptions will not have a material effect on the Company's consolidated financial position; however, the effect of any such change may be material to the results of operations of any particular period in which such change occurs.
The following is a rollforward of the consolidated product warranty accrual for the six months ended June 30, 2023 and twelve months ended December 31, 2022:
June 30,
2023
December 31,
2022
Beginning balance, January 1 $ 23.5  $ 11.7 
Expense 5.0  14.7 
Payments (1.4) (2.9)
Ending balance $ 27.1  $ 23.5 
17

Note 14 - Equity
The following tables present the changes in the components of equity for the three and six months ended June 30, 2023 and 2022, respectively:
    The Timken Company Shareholders  
  Total Stated
Capital
Other
Paid-In
Capital
Retained Earnings Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Non
controlling
Interest
Balance at March 31, 2023 $ 2,436.3  $ 40.7  $ 853.3  $ 2,030.8  $ (156.8) $ (420.0) $ 88.3 
Net income 129.5  125.2  4.3 
Foreign currency translation adjustment (27.9) (27.6) (0.3)
Pension and other postretirement liability
   adjustments (net of income tax benefit
   of $0.5 million)
(1.6) (1.6)
Change in fair value of derivative financial
   instruments, net of reclassifications
(0.3) (0.3)
Dividends declared to noncontrolling interest — 
Dividends - $0.33 per share
(23.8) (23.8)
Sale of shares of Timken India Limited 229.0  194.5  8.1  26.4 
Stock-based compensation expense 6.1  6.1 
Stock purchased at fair market value (100.5) (100.5)
Stock option exercise activity 4.5  4.5 
Payments related to tax withholding for
   stock-based compensation
(1.3) (1.3)
Balance at June 30, 2023 $ 2,650.0  $ 40.7  $ 1,058.4  $ 2,132.2  $ (178.2) $ (521.8) $ 118.7 
    The Timken Company Shareholders  
  Total Stated
Capital
Other
Paid-In
Capital
Retained Earnings Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Non
controlling
Interest
Balance at December 31, 2022 $ 2,352.9  $ 40.7  $ 829.6  $ 1,932.1  $ (181.9) $ (352.2) $ 84.6 
Net income 255.2  247.5  7.7 
Foreign currency translation adjustment (0.2) (0.2)
Pension and other postretirement liability
   adjustments (net of income tax benefit
   of $1.0 million)
(3.1) (3.1)
Change in fair value of derivative financial
   instruments, net of reclassifications
(1.1) (1.1)
Dividends - $0.64 per share
(47.4) (47.4)
Sale of shares of Timken India Limited 229.0  194.5  8.1  26.4 
Stock-based compensation expense 17.1  17.1 
Stock purchased at fair market value (154.5) (154.5)
Stock option exercise activity 17.2  17.2 
Payments related to tax withholding for
   stock-based compensation
(15.1) (15.1)
Balance at June 30, 2023 $ 2,650.0  $ 40.7  $ 1,058.4  $ 2,132.2  $ (178.2) $ (521.8) $ 118.7 
On June 20, 2023, the Company completed the sale of 7.6 million shares of Timken India Limited (“TIL”), a subsidiary of the Company, generating net proceeds of $229 million after estimated income taxes of $55 million and transaction costs. The sale reduced the Company’s ownership in TIL from 67.8 percent to 57.7 percent.

18

Note 14 - Equity (continued)
    The Timken Company Shareholders  
  Total Stated
Capital
Other
Paid-In
Capital
Retained Earnings Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Non
controlling
Interest
Balance at March 31, 2022 $ 2,355.0  $ 40.7  $ 795.4  $ 1,711.1  $ (42.5) $ (233.6) $ 83.9 
Net income 105.6  105.0  0.6 
Foreign currency translation adjustment (113.1) (114.2) 1.1 
Pension and other postretirement liability
   adjustments (net of income tax benefit of
   $0.5 million)
(1.4) (1.4)
Change in fair value of derivative financial
   instruments, net of reclassifications
2.2  2.2 
Dividends - $0.31 per share
(22.9) (22.9)
Stock-based compensation expense 8.5  8.5 
Stock purchased at fair market value (44.3) (44.3)
Stock option exercise activity 0.2  0.2 
Payments related to tax withholding for
stock-based compensation
(0.6) (0.6)
Balance at June 30, 2022 $ 2,289.2  $ 40.7  $ 804.1  $ 1,793.2  $ (155.9) $ (278.5) $ 85.6 
    The Timken Company Shareholders  
  Total Stated
Capital
Other
Paid-In
Capital
Retained Earnings Accumulated
Other
Comprehensive
Income
Treasury
Stock
Non
controlling
Interest
Balance at December 31, 2021 $ 2,377.7  $ 40.7  $ 786.9  $ 1,616.4  $ (23.0) $ (126.1) $ 82.8 
Net income 227.5  223.2  4.3 
Foreign currency translation adjustment (135.7) (134.2) (1.5)
Pension and other postretirement liability
   adjustments (net of income tax benefit
   of $1.0 million)
(2.9) (2.9)
Change in fair value of derivative financial
   instruments, net of reclassifications
4.2  4.2 
Dividends - $0.61 per share
(46.4) (46.4)
Stock-based compensation expense 15.6  15.6 
Stock purchased at fair market value (144.3) (144.3)
Stock option exercise activity 1.6  1.6 
Payments related to tax withholding for
   stock-based compensation
(8.1) (8.1)
Balance at June 30, 2022 $ 2,289.2  $ 40.7  $ 804.1  $ 1,793.2  $ (155.9) $ (278.5) $ 85.6 
19

Note 15 - Impairment and Restructuring Charges
Impairment and restructuring charges by segment are comprised of the following:
For the three months ended June 30, 2023:
Engineered Bearings Industrial Motion Total
Severance and related benefit costs $ 1.5  $ 0.8  $ 2.3 
Exit costs 0.2  —  0.2 
Total $ 1.7  $ 0.8  $ 2.5 
For the six months ended June 30, 2023:
Engineered Bearings Industrial Motion Total
Impairment charges $ —  $ 28.3  $ 28.3 
Severance and related benefit costs 2.2  0.7  2.9 
Exit costs 0.2  —  0.2 
Total $ 2.4  $ 29.0  $ 31.4 
For the three months ended June 30, 2022:
Engineered Bearings Industrial Motion Total
Impairment charges $ 8.8  $ —  $ 8.8 
Severance and related benefit costs 0.6  0.4  1.0 
Exit costs 0.2  —  0.2 
Total $ 9.6  $ 0.4  $ 10.0 
For the six months ended June 30, 2022:
Engineered Bearings Industrial Motion Total
Impairment charges $ 8.8  $ —  $ 8.8 
Severance and related benefit costs 1.0  0.3  1.3 
Exit costs 0.8  0.1  0.9 
Total $ 10.6  $ 0.4  $ 11.0 
The following discussion explains the impairment and restructuring charges recorded for the periods presented; however, it is not intended to reflect a comprehensive discussion of all amounts in the tables above.
Engineered Bearings:
On January 16, 2023, the Company announced the closure of its bearing plant in Gaffney, South Carolina. The Company expects to transfer its remaining operations to other bearing manufacturing facilities in North America. The closure of this facility is expected to occur by the end of the fourth quarter of 2023 and is expected to affect approximately 225 employees. The Company expects to incur approximately $10 million to $12 million of pretax costs in total related to this closure. During the three months and six months ended June 30, 2023, the Company recorded severance and related benefits of $0.9 million and $1.7 million, respectively, related to this closure. The Company incurred cumulative pretax costs related to this closure of $6.1 million as of June 30, 2023, including rationalization costs recorded in cost of products sold.

20

Note 15 - Impairment and Restructuring Charges (continued)
During the three months ended June 30, 2022, the Company recorded impairment charges of $8.8 million related to certain assets of its joint venture in Russia. As a result of Russia's invasion of Ukraine (and associated sanctions), the Company suspended its operations in Russia. Refer to Russia Operations in Management's Discussion and Analysis for additional information.
On July 19, 2021, the Company announced the closure of its bearing manufacturing facility in Villa Carcina, Italy. The Company transferred the manufacturing of its single-row tapered roller bearing production to other bearing facilities in Europe, Asia and the United States. The Company completed the closure of the facility on October 31, 2022, and it affected approximately 110 employees. During the three months ended June 30, 2022, the Company recorded severance and related benefits of $0.4 million and exit costs of $0.4 million related to this closure. During the six months ended June 30, 2022, the Company recorded severance and related benefits of $0.8 million and exit costs of $1.0 million related to this closure. The Company incurred cumulative pretax costs related to this closure of $9.8 million as of June 30, 2023, including rationalization costs recorded in cost of products sold. On November 1, 2022, the Company completed the sale of this facility.
Industrial Motion:
During the third quarter of 2022, the Company announced certain organizational changes, which included the appointment of executive leaders for its Engineered Bearings and Industrial Motion product groups. After evaluating the impact from the organizational changes and revising segment results through the balance of 2022, the Company concluded that it will operate under two new reportable segments, Engineered Bearings and Industrial Motion, effective January 1, 2023. In conjunction with this change in segmented results, the Company reallocated its goodwill to new reporting units under these two segments. In addition, the Company was required to review goodwill for impairment under these new reporting units. As a result of this goodwill impairment review, the Company recognized a pretax goodwill impairment loss of $28.3 million during the three months ended March 31, 2023.
On February 4, 2020, the Company announced the closure of its chain manufacturing facility in Indianapolis, Indiana. This facility was part of the Diamond Chain Company ("Diamond Chain") acquisition completed on April 1, 2019. The Company transferred the majority of its Diamond Chain product line to its chain manufacturing facility in Fulton, Illinois. The chain plant ceased operations on April 30, 2023 and affected approximately 240 employees at the Indianapolis facility. The Company hired approximately 130 full-time positions in Fulton, Illinois related to this closure. The Company incurred cumulative pretax costs related to this closure of $14.8 million as of June 30, 2023, including rationalization costs recorded in cost of products sold.
Consolidated Restructuring Accrual:
The following is a rollforward of the consolidated restructuring accrual for the six months ended June 30, 2023 and twelve months ended December 31, 2022:
June 30,
2023
December 31,
2022
Beginning balance, January 1 $ 3.1  $ 7.0 
Expense 3.1  5.8 
Payments (2.1) (9.7)
Ending balance $ 4.1  $ 3.1 
The restructuring accrual at June 30, 2023 and December 31, 2022 was included in other current liabilities on the Consolidated Balance Sheets.
21

Note 16 - Retirement Benefit Plans
The following table sets forth the net periodic benefit cost for the Company’s defined benefit pension plans. The amounts for the three and six months ended June 30, 2023 are based on calculations prepared by the Company's actuaries and represent the Company’s best estimate of that period’s proportionate share of the amounts to be recorded for the year ending December 31, 2023.
U.S. Plans International Plans Total
  Three Months Ended
June 30,
Three Months Ended
June 30,
Three Months Ended
June 30,
  2023 2022 2023 2022 2023 2022
Components of net periodic benefit cost (credit):
Service cost $ 0.2  $ 1.8  $ 0.5  $ 0.4  $ 0.7  $ 2.2 
Interest cost 4.5  4.1  2.9  1.4  7.4  5.5 
Expected return on plan assets (2.1) (5.0) (2.8) (2.4) (4.9) (7.4)
Amortization of prior service cost 0.1  0.3  —  0.1  0.1  0.4 
Recognition of net actuarial
   (gains) losses
(1.0) 11.6  —  —  (1.0) 11.6 
Net periodic benefit cost (credit) $ 1.7  $ 12.8  $ 0.6  $ (0.5) $ 2.3  $ 12.3 
U.S. Plans International Plans Total
  Six Months Ended
June 30,
Six Months Ended
June 30,
Six Months Ended
June 30,
  2023 2022 2023 2022 2023 2022
Components of net periodic benefit cost (credit):
Service cost $ 0.4  $ 3.7  $ 0.8  $ 0.8  $ 1.2  $ 4.5 
Interest cost 9.0  8.2  5.3  2.9  14.3  11.1 
Expected return on plan assets (4.2) (10.2) (5.3) (4.9) (9.5) (15.1)
Amortization of prior service cost 0.1  0.6  0.1  0.1  0.2  0.7 
Recognition of net actuarial
   (gains) losses
(1.9) 14.2  —  —  (1.9) 14.2 
Net periodic benefit cost (credit) $ 3.4  $ 16.5  $ 0.9  $ (1.1) $ 4.3  $ 15.4 
For the three and six months ended June 30, 2023, lump sum payments related to new retirees exceeded annual interest and service costs for one of the Company's U.S. defined benefit pension plans, triggering a remeasurement of assets and obligations for this plan. As a result of this remeasurement, the Company recognized net actuarial ("mark-to-market") gains of $1.0 million and $1.9 million during the three and six months ended June 30, 2023.
For the three and six months ended June 30, 2022, the Company expected to make lump sum payments related to new retirees in excess of annual interest and service costs for two of the Company's U.S. defined pension plans. This triggered a remeasurement of assets and obligations for these plans. As a result of these remeasurements, the Company recognized net actuarial ("mark-to-market") losses of $11.6 million and $14.2 million during the three and six months ended June 30, 2022.
22

Note 17 - Other Postretirement Benefit Plans
The following table sets forth the net periodic benefit cost for the Company’s other postretirement benefit plans. The amounts for the three and six months ended June 30, 2023 are based on calculations prepared by the Company's actuaries and represent the Company’s best estimate of that period’s proportionate share of the amounts to be recorded for the year ending December 31, 2023.
  Three Months Ended
June 30,
Six Months Ended
June 30,
  2023 2022 2023 2022
Net periodic benefit credit:
Service cost $ —  $ 0.1  $ —  $ 0.1 
Interest cost 0.5  0.3  1.0  0.7 
Amortization of prior service credit (2.1) (2.5) (4.2) (5.0)
Net periodic benefit credit $ (1.6) $ (2.1) $ (3.2) $ (4.2)
23

Note 18 - Accumulated Other Comprehensive Income (Loss)
The following tables present details about components of accumulated other comprehensive (loss) income for the three and six months ended June 30, 2023 and 2022, respectively:
Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total
Balance at March 31, 2023 $ (208.3) $ 49.3  $ 2.2  $ (156.8)
Sale of shares of Timken India Limited 8.1  —  —  8.1 
Other comprehensive loss before
   reclassifications and income taxes
(27.9) (0.1) (0.9) (28.9)
Amounts reclassified from accumulated other
   comprehensive (loss) income before income
   taxes
—  (2.0) 0.4  (1.6)
Income tax benefit —  0.5  0.2  0.7 
Net current period other comprehensive loss,
   net of income taxes
(27.9) (1.6) (0.3) (29.8)
Noncontrolling interest 0.3  —  —  0.3 
Net current period other comprehensive loss,
net of income taxes, noncontrolling interest and
sale of shares of Timken India Limited
(19.5) (1.6) (0.3) (21.4)
Balance at June 30, 2023 $ (227.8) $ 47.7  $ 1.9  $ (178.2)
Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total
Balance at December 31, 2022 $ (235.7) $ 50.8  $ 3.0  $ (181.9)
Sale of shares of Timken India Limited 8.1  —  —  8.1 
Other comprehensive loss before
   reclassifications and income taxes
(0.2) (0.1) (1.7) (2.0)
Amounts reclassified from accumulated other
   comprehensive (loss) income before income
   taxes
—  (4.0) 0.1  (3.9)
Income tax benefit —  1.0  0.5  1.5 
Net current period other comprehensive loss,
   net of income taxes
(0.2) (3.1) (1.1) (4.4)
Noncontrolling interest —  —  —  — 
Net current period other comprehensive income
(loss), net of income taxes, noncontrolling
interest and sale of shares of Timken India
Limited
7.9  (3.1) (1.1) 3.7 
Balance at June 30, 2023 $ (227.8) $ 47.7  $ 1.9  $ (178.2)
24

Note 18 - Accumulated Other Comprehensive Income (Loss) (continued)
Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total
Balance at March 31, 2022 $ (100.3) $ 55.1  $ 2.7  $ (42.5)
Other comprehensive (loss) income before
   reclassifications and income taxes
(113.1) 0.2  3.9  (109.0)
Amounts reclassified from accumulated other
   comprehensive (loss) income before income
   taxes
—  (2.1) (0.7) (2.8)
Income tax benefit (expense) —  0.5  (1.0) (0.5)
Net current period other comprehensive (loss)
   income, net of income taxes
(113.1) (1.4) 2.2  (112.3)
Noncontrolling interest (1.1) —  —  (1.1)
Net current period other comprehensive (loss)
income, net of income taxes and noncontrolling
interest
(114.2) (1.4) 2.2  (113.4)
Balance at June 30, 2022 $ (214.5) $ 53.7  $ 4.9  $ (155.9)
Foreign currency translation adjustments Pension and other postretirement liability adjustments Change in fair value of derivative financial instruments Total
Balance at December 31, 2021 $ (80.3) $ 56.6  $ 0.7  $ (23.0)
Other comprehensive (loss) income before
   reclassifications and income taxes
(135.7) 0.4  7.1  (128.2)
Amounts reclassified from accumulated other
   comprehensive (loss) income before income
   taxes
—  (4.3) (1.6) (5.9)
Income tax benefit (expense) 1.0  (1.3) (0.3)
Net current period other comprehensive (loss)
   income, net of income taxes
(135.7) (2.9) 4.2  (134.4)
Noncontrolling interest 1.5  —  —  1.5 
Net current period other comprehensive (loss)
income, net of income taxes and noncontrolling
interest
(134.2) (2.9) 4.2  (132.9)
Balance at June 30, 2022 $ (214.5) $ 53.7  $ 4.9  $ (155.9)
Other comprehensive (loss) income before reclassifications and income taxes includes the effect of foreign currency.

25

Note 19 - Fair Value
Fair value is defined as the price that would be expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The FASB provides accounting rules that classify the inputs used to measure fair value into the following hierarchy:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
Level 3 – Unobservable inputs for the asset or liability.

The following tables present the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022:
  June 30, 2023
  Total Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents $ 304.2  $ 304.2  $ —  $ — 
Cash and cash equivalents measured at net asset value 40.0 
Restricted cash 8.0  8.0  —  — 
Short-term investments 38.2  —  38.2  — 
Interest rate swap contracts 1.0  —  1.0  — 
Foreign currency forward contracts 1.7  —  1.7  — 
     Total assets $ 393.1  $ 312.2  $ 40.9  $ — 
Liabilities:
Foreign currency forward contracts $ 30.2  $ —  $ 30.2  $ — 
     Total liabilities $ 30.2  $ —  $ 30.2  $ — 
  December 31, 2022
  Total Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents $ 292.1  $ 289.3  $ 2.8  $ — 
Cash and cash equivalents measured at net asset value 39.5 
Restricted cash 9.1  9.1  —  — 
Short-term investments 39.2  —  39.2  — 
Interest rate swap contracts 3.1  —  3.1 — 
Foreign currency forward contracts 4.5  —  4.5  — 
     Total assets $ 387.5  $ 298.4  $ 49.6  $ — 
Liabilities:
Foreign currency forward contracts $ 19.8  $ —  $ 19.8  $ — 
     Total liabilities $ 19.8  $ —  $ 19.8  $ — 
Cash and cash equivalents are highly liquid investments with maturities of three months or less when purchased and are valued at redemption value. Short-term investments are investments with maturities between four months and one year, and generally are valued at amortized cost, which approximates fair value. A portion of the cash and cash equivalents and short-term investments are valued based on net asset value. The Company uses publicly available market interest rates to measure the fair value of its interest rate swap contracts. The Company uses publicly available foreign currency forward and spot rates to measure the fair value of its foreign currency forward contracts.

26

Note 19 - Fair Value (continued)
In addition, the Company remeasures certain assets at fair value, using Level 3 inputs, as a result of the occurrence of triggering events such as purchase accounting for acquisitions or goodwill impairment.
No other material assets were measured at fair value on a nonrecurring basis during the six months ended June 30, 2023 and 2022, respectively.
Financial Instruments:
The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, accounts receivable, trade accounts payable, short-term borrowings and long-term debt. Due to their short-term nature, the carrying value of cash and cash equivalents, short-term investments, accounts receivable, trade accounts payable and short-term borrowings are a reasonable estimate of their fair value. Due to the nature of fair value calculations for variable-rate debt, the carrying value of the Company's long-term variable-rate debt is a reasonable estimate of its fair value. The fair value of the Company’s long-term fixed-rate debt, based on Level 2 inputs (quoted market prices), was $1,361.3 million and $1,353.5 million at June 30, 2023 and December 31, 2022, respectively. The carrying value of this debt was $1,421.7 million and $1,417.9 million at June 30, 2023 and December 31, 2022, respectively. The difference between fair value and carrying value primarily reflects the net impact of changes in prevailing interest rates and credit spreads since the fixed-rate debt was issued.
The Company does not believe it has significant concentrations of risk associated with the counterparties to its financial instruments.
Note 20 - Derivative Instruments and Hedging Activities
The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are foreign currency exchange rate risk and interest rate risk. Forward contracts on various foreign currencies are entered into in order to manage the foreign currency exchange rate risk associated with certain of the Company's commitments denominated in foreign currencies. From time to time, interest rate swaps are used to manage interest rate risk associated with the Company’s fixed and floating-rate borrowings.
The Company designates certain foreign currency forward contracts as cash flow hedges of forecasted revenues and certain interest rate hedges as cash flow hedges of fixed-rate borrowings.
On September 8, 2020, the Company entered into a $100 million floating-to-fixed rate swap on the 2023 Term Loan, which hedges the change in the 1-month LIBOR rate between October 30, 2020 and September 11, 2023 to a fixed rate. The Company repaid the LIBOR-based 2023 Term Loan on December 5, 2022 and replaced it with the SOFR-based 2027 Term Loan. The Company amended the interest rate for the swap from LIBOR to SOFR commencing January 2023. The Company’s risk management objective is to hedge the risk of changes in the monthly interest expense attributable to changes in the benchmark interest rate.
On September 15, 2020, the Company designated €54.5 million of its €150.0 million fixed-rate senior unsecured notes, maturing on September 7, 2027 (the "2027 Notes"), as a hedge against its net investment in one of its European subsidiaries. The objective of the hedge transaction is to protect the net investment in the foreign operations against changes in the exchange rate between the U.S. dollar and the Euro. The net impact for the three and six months ended June 30, 2023, respectively, was a loss of $0.4 million and $1.1 million to accumulated comprehensive (loss) income with a corresponding offset to other income (expense), which partially offsets the impact of the foreign currency adjustment on the 2027 Notes.
The Company entered into $350 million of floating-to-fixed 10-year Treasury rate locks during the first quarter of 2022, prior to issuing the 2032 Notes. This fixed the 10-year Treasury yield and settled at pricing of the 2032 Notes, resulting in $6.5 million of cash proceeds received by the Company. This amount was recorded to accumulated comprehensive income and will be amortized as a reduction in interest expense over the 10-year tenor of the 2032 Notes.
The Company does not purchase or hold any derivative financial instruments for trading purposes. As of June 30, 2023 and December 31, 2022, the Company had $573.1 million and $635.6 million, respectively, of outstanding foreign currency forward contracts at notional value. Refer to Note 19 - Fair Value for the fair value disclosure of derivative financial instruments.

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Note 20 - Derivative Instruments and Hedging Activities (continued)
Cash Flow Hedging Strategy:
For certain derivative instruments that are designated and qualify as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings.
To protect against a reduction in the value of forecasted foreign currency cash flows resulting from export sales, the Company has instituted a foreign currency cash flow hedging program. The Company hedges portions of its forecasted cash flows denominated in certain foreign currencies with forward contracts. When the dollar strengthens significantly against these foreign currencies, the decline in the present value of future foreign currency revenue is offset by gains in the fair value of the forward contracts designated as hedges. Conversely, when the dollar weakens, the increase in the present value of future foreign currency cash flows is offset by losses in the fair value of the forward contracts. As of June 30, 2023 and December 31, 2022, the Company had $74.8 million and $82.3 million, respectively, of outstanding foreign currency forward contracts at notional value that were classified as cash flow hedges.
The maximum length of time over which the Company hedges its exposure to the variability in future cash flows for forecast transactions is generally eighteen months or less.
Purpose for Derivative Instruments not designated as Hedging Instruments:
For derivative instruments that are not designated as hedging instruments, the instruments are typically forward contracts. In general, the practice is to reduce volatility by selectively hedging transaction exposures including intercompany loans, accounts payable and accounts receivable. Intercompany loans between entities with different functional currencies typically are hedged with a forward contract at the inception of the loan with a maturity date corresponding to the maturity of the loan. The revaluation of these contracts, as well as the revaluation of the underlying balance sheet items, is recorded directly to the income statement so the adjustment generally offsets the revaluation of the underlying balance sheet items to protect cash payments and reduce income statement volatility.
As of June 30, 2023 and December 31, 2022, the Company had $498.3 million and $553.3 million, respectively, of outstanding foreign currency forward contracts at notional value that were not designated as hedging instruments. The following table presents the impact of derivative instruments not designated as hedging instruments for the three and six months ended June 30, 2023 and 2022, respectively, and the related location within the Consolidated Statements of Income:
Amount of gain or (loss) recognized in income
Three Months Ended
June 30,
Six Months Ended
June 30,
Derivatives not designated as hedging instruments: Location of gain or (loss) recognized in income 2023 2022 2023 2022
Foreign currency forward contracts Other expense, net $ (13.9) $ (6.0) $ (16.5) $ (7.0)

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in millions, except per share data)

OVERVIEW
Introduction:
The Timken Company designs and manufactures a growing portfolio of engineered bearings and industrial motion products, and related services. 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®, Philadelphia Gear®, GGB®, Drives®, Cone Drive®, Rollon®, Lovejoy®, Diamond®, BEKA®, Groeneveld® and Nadella®. Timken employs more than 19,000 people globally in 46 countries. The Company operates under two reportable segments: (1) Engineered Bearings and (2) Industrial Motion. The following further describes these business segments:
•Timken’s Engineered Bearings segment features a broad range of product designs serving original equipment manufacturers (OEMs) and end-users worldwide. Timken is a leading authority on tapered roller bearings and leverages its position by applying engineering know-how and technology across its entire bearing portfolio, which includes tapered, spherical and cylindrical roller bearings; plain bearings, metal-polymer bearings and rod end bearings; thrust and specialty ball bearings; and housed or mounted bearings. The Engineered Bearings portfolio features Timken® and GGB® brands and serves customers across global industries, including wind energy, agriculture, construction, food and beverage, metals and mining, automotive and truck, aerospace, rail and more.
•Timken’s Industrial Motion segment includes a diverse and growing portfolio of engineered products, including industrial drives, automatic lubrication systems, linear motion products and systems, chains, belts, couplings and industrial clutches and brakes that keep systems running efficiently. Industrial Motion also includes industrial drivetrain services, which return equipment to like-new condition. The Industrial Motion portfolio features many strong brands: Philadelphia Gear®, Cone Drive®, Rollon®, Nadella®, Groeneveld®, BEKA®, Diamond®, Drives®, Timken® Belts, Lovejoy® and PT Tech®. Industrial Motion products are used across a broad range of industries, including solar energy, automation, construction, agriculture and turf, passenger rail, marine, aerospace, packaging and logistics, medical and more.
Timken creates value by understanding customer needs and applying its know-how to serve a broad range of customers in attractive markets and industries across the globe. The Company’s business strengths include its product technology, end-market diversity, geographic reach and aftermarket mix. Timken collaborates with OEMs to improve equipment efficiency with its engineered products and captures subsequent equipment replacement cycles by selling largely through independent channels in the aftermarket. Timken focuses its international efforts and footprint in regions of the world where strong macroeconomic factors such as urbanization, infrastructure development and sustainability create demand for its products and services.


29

The Company's strategy has three primary elements:
Profitable Growth. The Company intends to expand into new and existing markets by leveraging its collective knowledge of metallurgy, friction management and industrial motion to create value for Timken customers. Using a highly collaborative technical selling approach, the Company places particular emphasis on creating unique solutions for challenging and/or demanding applications. The Company intends to grow in attractive market sectors around the world, emphasizing those spaces that are highly fragmented, demand high service and value the reliability and efficiency offered by Timken products. The Company also targets applications that offer significant aftermarket demand, thereby providing product and services revenue throughout the equipment’s lifetime.
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, encouraging organizational 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.
Capital Deployment to Drive Shareholder Value. The Company is focused on providing the highest returns for shareholders through its capital allocation framework, which includes: (1) investing in the core business through capital expenditures, research and development and initiatives to drive profitable organic growth; (2) pursuing strategic acquisitions to broaden its portfolio and capabilities across diverse markets, with a focus on bearings, adjacent industrial motion products and related services; (3) returning capital to shareholders through dividends and share repurchases; and (4) maintaining a strong balance sheet and sufficient liquidity. As part of this framework, the Company may also restructure, reposition or divest underperforming product lines or assets.
The following items highlight some of the Company's more significant strategic accomplishments during the six months ended June 30, 2023:
•On April 4, 2023, the Company acquired Nadella, a leading European manufacturer of linear guides, telescopic rails, actuators and systems and other specialized industrial motion solutions. With revenue of €100 million in 2022, Nadella will further Timken's strategy to expand and scale its leading industrial motion product portfolio.
•On June 20, 2023, the Company completed the sale of 7.6 million shares of TIL, a subsidiary of the Company, generating net proceeds of $229 million after estimated income taxes of $55 million and transaction costs. The transaction reduced the Company's ownership in TIL from 67.8 percent to 57.7 percent.
•The Company paid its 403rd and 404th consecutive quarterly dividends, including a dividend of $0.33 per share during the second quarter, an increase of 6% from the prior quarter. The Company also repurchased 1.9 million common shares, or nearly 3% of outstanding common shares.
•On January 31, 2023, the Company acquired the assets of ARB, a North Carolina-based manufacturer of industrial bearings. ARB, which boasts a large U.S. installed base and strong aftermarket business, reported revenue of approximately $35 million in 2022. ARB's product offerings join Timken's industry-leading portfolio of engineered bearings solutions.
30

Overview:
  Three Months Ended
June 30,
   
  2023 2022 $ Change % Change
Net sales $ 1,272.3  $ 1,153.7  $ 118.6  10.3  %
Net income 129.5  105.6  23.9  22.6  %
Net income attributable to noncontrolling interest 4.3  0.6  3.7  NM
Net income attributable to The Timken Company $ 125.2  $ 105.0  $ 20.2  19.2  %
Diluted earnings per share $ 1.73  $ 1.42  $ 0.31  21.8  %
Average number of shares – diluted 72,512,991  74,182,793  —  (2.3) %
  Six Months Ended
June 30,
   
  2022 2021 $ Change % Change
Net sales $ 2,535.1  $ 2,278.3  $ 256.8  11.3  %
Net income 255.2  227.5  27.7  12.2  %
Net income attributable to noncontrolling interest 7.7  4.3  3.4  79.1  %
Net income attributable to The Timken Company $ 247.5  $ 223.2  $ 24.3  10.9  %
Diluted earnings per share $ 3.39  $ 2.98  $ 0.41  13.8  %
Average number of shares – diluted 72,907,804  74,877,248  —  (2.6) %
The increase in net sales for the three months ended June 30, 2023 compared with the three months ended June 30, 2022 was driven by the favorable impact of acquisitions (net of divestitures) and organic growth in both the Industrial Motion and Engineered Bearings segments, partially offset by the unfavorable impact of foreign currency exchange rate changes. The increase in net income for the three months ended June 30, 2023 compared with the three months ended June 30, 2022 was primarily due to the favorable price/mix, lower material and logistics costs and lower impairment and restructuring charges, partially offset by higher manufacturing and selling, general and administrative ("SG&A") costs, as well as higher interest expense.
The increase in net sales for the six months ended June 30, 2023 compared with the six months ended June 30, 2022 was driven by organic growth in both the Engineered Bearings and Industrial Motion segments and the favorable impact of acquisitions (net of divestitures), partially offset by the unfavorable impact of foreign currency exchange rate changes. The increase in net income for the six months ended June 30, 2023 compared with the six months ended June 30, 2022 was primarily due to the favorable price/mix, the impact of higher volume and lower material and logistics costs, partially offset by higher manufacturing and SG&A costs, as well as higher impairment and restructuring charges and interest expense.
Outlook:
The Company expects 2023 full-year revenue to be up approximately 8% compared to 2022, driven by continued organic growth and the benefit of acquisitions (net of divestitures). The Company's earnings are expected to be up in 2023 compared with 2022, due to the favorable impact of price/mix and lower material and logistics costs, partially offset by higher manufacturing and SG&A costs, higher impairment and restructuring charges, the unfavorable impact of foreign currency exchange rate changes and higher interest expense.
The Company expects to generate a higher amount of cash from operating activities in 2023 compared to 2022, primarily driven by higher earnings and improved working capital performance. The Company expects higher capital expenditures in 2023 compared to 2022, but relatively in line with 2022 spending as a percentage of sales (4.0%).
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THE STATEMENT OF INCOME
Operating Income:
Three Months Ended
June 30,
2023 2022 $ Change Change
Net sales $ 1,272.3  $ 1,153.7  $ 118.6  10.3%
Cost of products sold 866.9  801.3  65.6  8.2%
Selling, general and administrative expenses 184.9  155.9  29.0  18.6%
Amortization of intangible assets 17.3  10.6  6.7  63.2%
Impairment and restructuring charges 2.5  10.0  (7.5) (75.0%)
Operating income $ 200.7  $ 175.9  24.8  14.1%
Operating income % to net sales 15.8  % 15.2  % 60   bps
Six Months Ended
June 30,
2023 2022 $ Change Change
Net sales $ 2,535.1  $ 2,278.3  $ 256.8  11.3%
Cost of products sold 1,712.9  1,587.6  125.3  7.9%
Selling, general and administrative expenses 371.7  310.0  61.7  19.9%
Amortization of intangible assets 30.8  21.5  9.3  43.3%
Impairment and restructuring charges 31.4  11.0  20.4  NM
Operating income $ 388.3  $ 348.2  40.1  11.5%
Operating income % to net sales 15.3  % 15.3  % —   bps
Net sales increased for the three months ended June 30, 2023 compared with the three months ended June 30, 2022. The increase was driven by the benefit of acquisitions (net of divestitures) of $77 million and organic growth (including pricing) of $52 million, partially offset by the unfavorable impact of foreign currency exchange rate changes of $11 million. Net sales increased for the six months ended June 30, 2023 compared with the six months ended June 30, 2022. The increase was driven by organic growth (including pricing) of $176 million and the benefit of acquisitions (net of divestitures) of $122 million, partially offset by the unfavorable impact of foreign currency exchange rate changes of $41 million.
Operating income increased for the three months ended June 30, 2023 compared with the three months ended June 30, 2022, due to favorable impact of higher sales net of cost of products sold, and lower impairment and restructuring charges, partially offset by higher SG&A expenses and increased amortization expense. Operating income increased for the six months ended June 30, 2023 compared with the six months ended June 30, 2022, due to favorable impact of higher sales net of cost of products sold, partially offset by higher SG&A expenses, higher impairment and restructuring charges and increased amortization expense.
•Cost of products sold increased for the three months ended June 30, 2023 compared with the three months ended June 30, 2022, due to the incremental cost of goods sold from acquisitions (net of divestitures) of $55 million and higher manufacturing costs of $39 million, partially offset by lower material and logistics costs of $22 million and the impact of foreign currency exchange rate changes of $6 million. Cost of products sold increased for the six months ended June 30, 2023 compared with the six months ended June 30, 2022, due to higher manufacturing costs, net of favorable mix impact, of $94 million and the incremental cost of goods sold from acquisitions (net of divestitures) of $89 million, partially offset by lower material and logistics costs of $36 million and the impact of foreign currency exchange rate changes of $22 million. The higher manufacturing costs for the three and six months ended June 30, 2023 compared with the three and six months ended June 30, 2022 reflect continued labor and input cost inflation, as well as the impact of reduced inventory build in the 2023 periods compared to the same periods a year ago.

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•SG&A expenses increased for the three months ended June 30, 2023 compared with the three months ended June 30, 2022, primarily due to the impact of acquisitions and increased spending to support the higher sales and business activity levels. SG&A expenses increased for the six months ended June 30, 2023 compared with the six months ended June 30, 2022, primarily due to the impact of acquisitions, higher compensation costs and increased spending to support the higher sales and business activity levels.
•Amortization of intangible assets increased for the three and six months ended June 30, 2023 compared with the three and six months ended June 30, 2022, primarily due to the addition of intangible assets from the GGB acquisition, which was completed in the fourth quarter of 2022, and the Nadella acquisition, which was completed in the second quarter of 2023.
•Impairment and restructuring charges were lower for the three months ended June 30, 2023 compared with the three months ended June 30, 2022, primarily due to impairment charges recorded in the second quarter of 2022 related to the Company's operations in Russia. As a result of Russia's invasion of Ukraine (and associated sanctions), the Company suspended its operations in Russia. Refer to Russia Operations below for additional information. Impairment and restructuring charges were higher for the six months ended June 30, 2023 compared with the six months ended June 30, 2022 primarily due to the impairment of goodwill, partially offset by the Russia-related charges in 2022 discussed above. During the first quarter of 2023, the Company reviewed goodwill for impairment for its reporting units due to the change in reporting segments that went into effect on January 1, 2023. As a result of this analysis the Company determined that one of the new reporting units within the Industrial Motion segment could not support the carrying value of its goodwill, and subsequently recorded a pretax impairment loss of $28.3 million in the first quarter of 2023.
Interest Income and Expense:
  Three Months Ended
June 30,
   
  2023 2022 $ Change % Change
Interest expense $ (28.3) $ (18.3) $ (10.0) 54.6  %
Interest income 1.9  1.0  $ 0.9  90.0  %
  Six Months Ended
June 30,
   
  2023 2022 $ Change % Change
Interest expense $ (52.4) $ (32.6) $ (19.8) 60.7  %
Interest income 3.4  1.6  $ 1.8  112.5  %
The increase in interest expense for the three and six months ended June 30, 2023 compared with the three and six months ended June 30, 2022 was due to increased debt levels and higher average interest rates.
33

Other Income (Expense):
Three Months Ended
June 30,
   
  2023 2022 $ Change % Change
Non-service pension and other postretirement income (expense) $ —  $ (7.9) $ 7.9  (100.0) %
Other income (expense) 2.3  (1.1) 3.4  NM
Total other income (expense) $ 2.3  $ (9.0) $ 11.3  (125.6) %
Six Months Ended
June 30,
   
  2023 2022 $ Change % Change
Non-service pension and other postretirement income (expense) $ 0.1  $ (6.6) $ 6.7  (101.5) %
Other income (expense) 5.4  (0.9) 6.3  NM
Total other income (expense) $ 5.5  $ (7.5) $ 13.0  (173.3) %
Non-service pension and other postretirement income (expense) increased for the three and six months ended June 30, 2023 compared with the three and six months ended June 30, 2022. The Company recognized pension remeasurement gains in 2023 compared to pension remeasurement losses in 2022. This favorable impact was partially offset by the impact of a lower expected return on pension plan assets and higher interest expense on pension plan obligations. Refer to Note 16 - Retirement Benefit Plans and Note 17 - Other Postretirement Benefit Plans in the Notes to the Consolidated Financial Statements for additional information.
Other income (expense) increased for the six months ended June 30, 2023 compared with the six months ended June 30, 2022 due to gains on divestitures of $4.8 million primarily related to the sale of SE Setco, a 50% owned joint venture.
Income Tax Expense:
  Three Months Ended
June 30,
   
  2023 2022 $ Change Change
Provision for income taxes $ 47.1  $ 44.0  $ 3.1  7.0  %
Effective tax rate 26.7  % 29.4  % (270)  bps
  Six Months Ended
June 30,
   
  2023 2022 $ Change Change
Provision for income taxes $ 89.6  $ 82.2  $ 7.4  9.0  %
Effective tax rate 26.0  % 26.5  % (50)  bps
Income tax expense increased $3.1 million for the three months ended June 30, 2023 compared with the three months ended June 30, 2022 due to higher pre-tax earnings and an increase in the mix of earnings in non-U.S. jurisdictions with relatively higher tax rates, partially offset by the net favorable impact of discrete tax items in comparison to the year ago period.
Income tax expense increased $7.4 million for the six months ended June 30, 2023 compared with the six months ended June 30, 2022 due to higher pre-tax earnings and an increase in the mix of earnings in non-U.S. jurisdictions with relatively higher tax rates, partially offset by the net favorable impact of discrete tax items in comparison to the year ago period.
Refer to Note 6 - Income Taxes for more information on the computation of the income tax expense in interim periods.
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BUSINESS SEGMENTS
The Company's reportable segments are product-based business groups that serve customers in diverse industrial markets. The primary measurement used by management to measure the financial performance of each segment is EBITDA. Refer to Note 4 - Segment Information in the Notes to the Consolidated Financial Statements for the reconciliation of EBITDA by segment to consolidated income before income taxes.
The presentation of segment results below includes a reconciliation of the changes in net sales for each segment reported in accordance with U.S. GAAP to net sales adjusted to remove the effects of acquisitions and divestitures completed in 2023 and 2022 and foreign currency exchange rate changes. The effects of acquisitions, divestitures and foreign currency exchange rate changes on net sales are removed to allow investors and the Company to meaningfully evaluate the percentage change in net sales on a comparable basis from period to period.
The following item represents the Company's acquisitions and divestitures completed in 2023 and 2022:
•The Company acquired Nadella during the second quarter of 2023. Results for Nadella are reported in the Industrial Motion segment.
•The Company acquired ARB during the first quarter of 2023. Results for ARB are reported in the Engineered Bearings segment.
•The Company acquired GGB during the fourth quarter of 2022. Results for GGB are reported in the Engineered Bearings segment.
•The Company completed the sale of ADS during the fourth quarter of 2022. Results for ADS were reported in the Industrial Motion segment.
•The Company completed the sale of Timken-Rus Service Company ooo ("Timken Russia") during the third quarter of 2022. Results for Timken Russia were reported in the Engineered Bearings segment.
•The Company acquired Spinea during the second quarter of 2022. Results for Spinea are reported in the Industrial Motion segment.
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Engineered Bearings Segment:
  Three Months Ended
June 30,
   
  2023 2022 $ Change Change
Net sales $ 857.2 $ 798.3 $ 58.9  7.4%
EBITDA $ 185.5 $ 167.5 $ 18.0  10.7%
EBITDA margin 21.6  % 21.0  % 60   bps
  Three Months Ended
June 30,
   
  2023 2022 $ Change % Change
Net sales $ 857.2  $ 798.3  $ 58.9  7.4  %
Less: Acquisitions 57.4  57.4  NM
Divestitures (1.3) (1.3) NM
         Currency (10.1) (10.1) NM
Net sales, excluding the impact of acquisitions,
   divestitures and currency
$ 811.2  $ 798.3  $ 12.9  1.6  %
  Six Months Ended
June 30,
   
  2023 2022 $ Change Change
Net sales $ 1,757.9 $ 1,570.7 $ 187.2  11.9%
EBITDA $ 390.5 $ 335.8 $ 54.7  16.3%
EBITDA margin 22.2  % 21.4  % 80   bps
  Six Months Ended
June 30,
   
  2023 2022 $ Change % Change
Net sales $ 1,757.9  $ 1,570.7  $ 187.2  11.9  %
Less: Acquisitions 113.1  113.1  NM
Divestitures (4.8) (4.8) NM
         Currency (32.3) (32.3) NM
Net sales, excluding the impact of acquisitions,
   divestitures and currency
$ 1,681.9  $ 1,570.7  $ 111.2  7.1  %
The Engineered Bearings segment's net sales, excluding the effects of acquisitions, divestitures and foreign currency exchange rate changes, increased $12.9 million or 1.6% in the three months ended June 30, 2023 compared with the three months ended June 30, 2022. The increase reflects higher pricing across the segment and higher sales volume in the renewable energy, rail and heavy industries sectors, partially offset by lower sales volume in the distribution, auto/truck and general industrial sectors. EBITDA increased by $18.0 million or 10.7% for the three months ended June 30, 2023 compared with the three months ended June 30, 2022, primarily due to favorable price/mix, lower material and logistics costs, the benefit of acquisitions and lower Russia related charges, partially offset by higher manufacturing costs, the impact of lower volume, and the unfavorable impact of foreign currency exchange rate changes.
The Engineered Bearings segment's net sales, excluding the effects of acquisitions, divestitures and foreign currency exchange rate changes, increased $111.2 million or 7.1% in the six months ended June 30, 2023 compared with the six months ended June 30, 2022. The increase reflects higher pricing across the segment and higher sales volume in the renewable energy, rail and heavy industries sectors, partially offset by lower sales volume in the distribution and auto/truck sectors. EBITDA increased by $54.7 million or 16.3% for the six months ended June 30, 2023 compared with the six months ended June 30, 2022, primarily due to favorable price/mix, lower material and logistics costs and the benefit of acquisitions, partially offset by higher manufacturing and SG&A costs, and the unfavorable impact of foreign currency exchange rate changes.
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Industrial Motion Segment:
  Three Months Ended
June 30,
   
  2023 2022 $ Change Change
Net sales $ 415.1 $ 355.4 $ 59.7  16.8%
EBITDA $ 80.9 $ 65.1 $ 15.8  24.3%
EBITDA margin 19.5  % 18.3  % 120   bps
  Three Months Ended
June 30,
   
  2023 2022 $ Change % Change
Net sales $ 415.1  $ 355.4  $ 59.7  16.8  %
Less: Acquisitions 31.3  31.3  NM
         Divestitures (10.3) (10.3) NM
         Currency (1.1) (1.1) NM
Net sales, excluding the impact of acquisitions,
   divestitures and currency
$ 395.2  $ 355.4  $ 39.8  11.2  %
  Six Months Ended
June 30,
   
  2023 2022 $ Change Change
Net sales $ 777.2 $ 707.6 $ 69.6  9.8%
EBITDA $ 129.1 $ 127.5 $ 1.6  1.3%
EBITDA margin 16.6  % 18.0  % (140)  bps
  Six Months Ended
June 30,
   
  2023 2022 $ Change % Change
Net sales $ 777.2  $ 707.6  $ 69.6  9.8  %
Less: Acquisitions 36.6  36.6  NM
         Divestitures (23.1) (23.1) NM
         Currency (8.5) (8.5) NM
Net sales, excluding the impact of acquisitions,
   divestitures and currency
$ 772.2  $ 707.6  $ 64.6  9.1  %
The Industrial Motion segment's net sales, excluding the effects of acquisitions, divestitures and foreign currency exchange rate changes, increased $39.8 million or 11.2% in the three months ended June 30, 2023 compared with the three months ended June 30, 2022. The increase reflects higher pricing across the segment and higher sales volume in the drive systems, services and automatic lubrication systems platforms, partially offset by lower sales volume in the belts and chain platform. EBITDA increased $15.8 million or 24.3% for the three months ended June 30, 2023 compared with the three months ended June 30, 2022 primarily due to favorable price/mix and the impact of higher sales volume, partially offset by higher SG&A costs.
The Industrial Motion segment's net sales, excluding the effects of acquisitions, divestitures and foreign currency exchange rate changes, increased $64.6 million or 9.1% in the six months ended June 30, 2023 compared with the six months ended June 30, 2022. The increase reflects higher pricing across the segment and higher sales volume in the drive systems, services, automatic lubrication systems and linear motion platforms, partially offset by lower sales volume in the belts and chain platform. EBITDA increased $1.6 million or 1.3% for the six months ended June 30, 2023 compared with the six months ended June 30, 2022 primarily due to favorable price/mix, the impact of higher sales volume and lower material and logistics costs, mostly offset by higher impairment and restructuring charges, and higher manufacturing and SG&A costs. The higher impairment and restructuring charges were primarily related to the impairment of goodwill for one of the segment's reporting units.

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Unallocated Corporate
  Three Months Ended
June 30,
   
  2023 2022 $ Change Change
Unallocated corporate expense $ (13.2) $ (13.4) $ 0.2  (1.5  %)
Unallocated corporate expense % to net sales (1.0) % (1.2) % 20   bps
  Six Months Ended
June 30,
   
  2023 2022 $ Change Change
Unallocated corporate expense $ (30.9) $ (26.3) $ (4.6) 17.5  %
Unallocated corporate expense % to net sales (1.2) % (1.2) % —   bps
Unallocated corporate expense increased for the six months ended June 30, 2023 compared with the six months ended June 30, 2022 primarily due to increased spending for professional services and other corporate expenses.




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CASH FLOW
Six Months Ended
June 30,
 
  2023 2022 $ Change
Net cash provided by operating activities $ 222.6  $ 77.1  $ 145.5 
Net cash used in investing activities (412.0) (198.7) (213.3)
Net cash provided by financing activities 209.0  177.4  31.6 
Effect of exchange rate changes on cash (8.0) (7.7) (0.3)
Increase in cash and cash equivalents and restricted cash $ 11.6  $ 48.1  $ (36.5)
Operating Activities:
The increase in net cash provided by operating activities for the first six months of 2023 compared with the first six months of 2022 was primarily due to a decrease in cash used for working capital items of $134.0 million and an increase in net income of $27.7 million, partially offset by a reduction in the benefit of income taxes on cash of $43.3 million. Refer to the tables below for additional detail of the impact of each line item on net cash provided by operating activities.
The following table displays the impact of working capital items on cash during the six months of 2023 and 2022, respectively:
  Six Months Ended
June 30,
  2023 2022 $ Change
Cash (used in) provided by:
Accounts receivable $ (87.4) $ (149.3) $ 61.9 
Unbilled receivables (17.7) (2.9) (14.8)
Inventories 15.3  (126.1) 141.4 
Trade accounts payable (14.9) (6.1) (8.8)
Other accrued expenses (29.1) 16.6  (45.7)
Cash used in working capital items $ (133.8) $ (267.8) $ 134.0 
The following table displays the impact of income taxes on cash during the first six months of 2023 and 2022, respectively:
  Six Months Ended
June 30,
  2023 2022 $ Change
Accrued income tax expense $ 89.6  $ 82.2  $ 7.4 
Income tax payments (119.4) (68.3) (51.1)
Other items 0.3  (0.1) 0.4 
Change in income taxes $ (29.5) $ 13.8  $ (43.3)
Investing Activities:
The increase in net cash used in investing activities for the first six months of 2023 compared with the first six months of 2022 was primarily due to an increase in cash used for acquisitions of $172.3 million, an increase in net investments in short-term marketable securities of $24.2 million and an increase in capital expenditures of $16.1 million
Financing Activities:
The increase in net cash provided by financing activities for the first six months of 2023 compared with the first six months of 2022 was primarily due to cash proceeds of $284.8 million on the sale of shares of TIL, a subsidiary of the Company, in the second quarter of 2023, partially offset by a decrease in net borrowings of $247.6 million.
39

LIQUIDITY AND CAPITAL RESOURCES
Reconciliation of total debt to net debt and the ratio of net debt to capital:
Net Debt:
June 30,
2023
December 31,
2022
Short-term debt, including current portion of long-term debt $ 53.2  $ 49.0 
Long-term debt 2,046.5  1,914.2 
Total debt $ 2,099.7  $ 1,963.2 
Less: Cash and cash equivalents 344.3  331.6 
Net debt $ 1,755.4  $ 1,631.6 
Ratio of Net Debt to Capital:
June 30,
2023
December 31,
2022
Net debt $ 1,755.4  $ 1,631.6 
Total equity 2,650.0  2,352.9 
Net debt plus total equity (capital) $ 4,405.4  $ 3,984.5 
Ratio of net debt to capital 39.8  % 40.9  %
The Company presents net debt because it believes net debt is more representative of the Company's financial position than total debt due to the amount of cash and cash equivalents held by the Company and the ability to utilize such cash and cash equivalents to reduce debt if needed.
At June 30, 2023, the Company had strong liquidity with $344.3 million of cash and cash equivalents on the Consolidated Balance Sheet, as well as $630.0 million available under committed credit lines. Of the $344.3 million of cash and cash equivalents, $331.8 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.
On December 5, 2022, the Company entered into the Credit Agreement, which is comprised of the $750.0 million Senior Credit Facility and the $400.0 million 2027 Term Loan that each mature on December 5, 2027. The Credit Agreement amended and restated the Company's previous revolving credit agreement that was set to mature on June 25, 2024, and replaced the $350.0 million 2023 Term Loan. The Credit Agreement also replaced interest rates based on LIBOR with interest rates based on SOFR. At June 30, 2023, the Company had $133.2 million of outstanding borrowings and $1.8 million of letters of credit under the Senior Credit Facility, which reduced the availability under this facility to $615.0 million. The Credit Agreement has two financial covenants: a consolidated leverage ratio and a consolidated interest coverage ratio. The maximum consolidated leverage ratio permitted under the Senior Credit Facility is 3.5 to 1.0. As of June 30, 2023, the Company's consolidated leverage ratio was 1.85 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, 2023, the Company's consolidated interest coverage ratio was 10.47 to 1.0.
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 6.27% and the average rate on outstanding Euro borrowings was 4.07% as of June 30, 2023. 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, 2023, the Company carried investment-grade credit ratings with both Moody's (Baa2) and S&P Global (BBB-).

40

The Company has a $100 million Accounts Receivable Facility, which matures on November 30, 2024. 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, 2023, the Company had $85 million of outstanding borrowings under the Accounts Receivable Facility and no borrowing base limitations. There was $15 million of availability under the Accounts Receivable Facility as of June 30, 2023.
Other sources of liquidity include uncommitted short-term lines of credit for certain of the Company's foreign subsidiaries, which provide for borrowings of up to $246.1 million. At June 30, 2023, the Company had borrowings outstanding of $49.8 million and bank guarantees of $2.7 million, which reduced the aggregate availability under these facilities to $193.6 million.
On March 28, 2022, the Company issued the 2032 Notes in the aggregate principal amount of $350 million with an interest rate of 4.125%, maturing on April 1, 2032. Proceeds from the 2032 Notes were used for general corporate purposes, which included repayment of borrowings under the Senior Credit Facility and the Accounts Receivable Facility outstanding at the time of issuance.
At June 30, 2023, the Company was in full compliance with all applicable covenants on its outstanding debt.
The Company expects to generate a higher amount of cash from operating activities in 2023 compared to 2022, primarily driven by higher earnings and improved working capital performance. The Company expects higher capital expenditures in 2023 compared to 2022, but relatively in line with 2022 spending as a percentage of sales (4.0%).
Financing Obligations and Other Commitments:
During the first six months of 2023, the Company made cash contributions and payments of $6.3 million to its global defined benefit pension plans and $0.9 million to its other postretirement benefit plans. The Company expects to make contributions to its global defined benefit plans of approximately $25 million in 2023. The Company expects to make payments of approximately $4 million to its other postretirement benefit plans in 2023. Excluding mark-to-market charges, the Company expects higher pension and other postretirement benefits expense in 2023 compared to 2022 primarily due to lower expected returns on pension plan assets and higher interest expense.
The Company does not have any off-balance sheet arrangements with unconsolidated entities or other persons.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
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, 2022, during the six months ended June 30, 2023.
41

OTHER MATTERS
Foreign Currency:
Assets and liabilities of subsidiaries are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the reporting period. Related translation adjustments are reflected as a separate component of accumulated other comprehensive loss. Foreign currency gains and losses resulting from transactions, and the related hedging activity, are included in the Consolidated Statements of Income.
For the six months ended June 30, 2023, the Company recorded negative foreign currency translation adjustments of $0.2 million that decreased shareholders' equity, compared with negative foreign currency translation adjustments of $134.2 million that decreased shareholders' equity for the six months ended June 30, 2022. The foreign currency translation adjustments for the six months ended June 30, 2023 were positively impacted by the weakening of the U.S. dollar relative to other foreign currencies, including the Euro.
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, 2023 totaled $1.7 million of net gains, compared with $2.3 million of net gains during the three months ended June 30, 2022. 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, 2023 totaled $1.3 million of net losses, compared with $4.6 million of net gains during the six months ended June 30, 2022.
Russia Operations:
The Company had two subsidiaries in Russia prior to Russia's invasion of Ukraine in February 2022, including Timken Russia, which was 100% owned by Timken and a 51%-owned joint venture to serve the Russian rail market ("Rail JV"). As a result of Russia's invasion of Ukraine (and associated sanctions), the Company suspended operations and recorded property, plant and equipment impairment charges of $9.0 million and inventory write-downs of $4.1 million during the year ended December 31, 2022. During the third quarter of 2022, the Company sold its Timken Russia business resulting in a loss of $2.7 million on the sale. After giving effect to these impairments and write-downs, as well as the sale of Timken Russia, as of June 30, 2023, the Company has net assets (net of noncontrolling interest of $4.4 million), totaling $7.1 million on its Consolidated Balance Sheet related to its Rail JV. Net assets include $6.9 million of cash and cash equivalents that the Company has classified as restricted as the Company is presently unable to repatriate these funds to one of its subsidiaries outside of Russia. The Company will continue to monitor the events in Russia and Ukraine and may record additional asset impairments or other losses in the future.
Quarterly Dividend:
On August 2, 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.33 per common share. The quarterly dividend will be paid on August 28, 2023 to shareholders of record as of August 15, 2023. This will be the 405th consecutive quarterly dividend paid on the common shares of the Company.
42

NON-GAAP MEASURES
Supplemental Non-GAAP Measures:
In addition to results reported in accordance with U.S. GAAP, the Company provides information on non-GAAP financial measures. These non-GAAP financial measures include adjusted net income, adjusted earnings per share, adjusted EBITDA and adjusted EBITDA margins, segment adjusted EBITDA and segment adjusted EBITDA margins, ratio of net debt to adjusted EBITDA (for the trailing 12 months), net debt, ratio of net debt to capital and free cash flow. This information is intended to supplement GAAP financial measures and is not intended to replace GAAP financial measures. Net debt and the ratio of net debt to capital is disclosed in the "Liquidity and Capital Resources" section of Management's Discussion and Analysis of Financial Condition and Results of Operations.
Adjusted Net Income and Adjusted EBITDA:
Adjusted net income and adjusted earnings per share represent net income attributable to The Timken Company and diluted earnings per share, respectively, adjusted for intangible amortization, impairment, restructuring and reorganization charges, acquisition costs, including transaction costs and the amortization of the inventory step-up, property losses and recoveries, actuarial gains and losses associated with the remeasurement of the Company's defined benefit pension and other postretirement benefit plans, gains and losses on the sale of real estate, gains and losses on divestitures, the income tax impact of these adjustments, as well as other discrete income tax items, and other items from time to time that are not part of the Company's core operations. Management believes adjusted net income and adjusted 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.
Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, adjusted for items that are not part of the Company's core operations. These items include intangible amortization, impairment, restructuring and reorganization charges, acquisition costs, including transaction costs and the amortization of the inventory step-up, property losses and recoveries, actuarial gains and losses associated with the remeasurement of the Company's defined benefit pension and other postretirement benefit plans, gains and losses on the sale of real estate, gains and losses on divestitures, and other items from time to time that are not part of the Company's core operations. Management believes adjusted EBITDA is useful to investors as it is representative of the Company's core operations and is used in the management of the business, including decisions concerning the allocation of resources and assessment of performance.

43

Reconciliation of net income attributable to The Timken Company to adjusted net income, adjusted EBITDA and adjusted EBITDA Margin:
Three Months Ended
June 30,
Six Months Ended
June 30,
2023 2022 2023 2022
Net Sales $ 1,272.3 $ 1,153.7 $ 2,535.1  $ 2,278.3 
Net Income Attributable to The Timken Company 125.2 105.0 247.5  223.2 
Net Income Attributable to The Timken Company
     as a Percentage of Sales
9.8  % 9.1  % 9.8  % 9.8  %
Adjustments:
Acquisition intangible amortization 17.3 10.6 30.8  21.5 
Impairment, restructuring and reorganization
     charges (1)
6.1 2.1 36.1  3.7 
Corporate pension and other postretirement benefit
     related (income) expense (2)
(1.0) 11.6 (1.9) 14.2 
Russia-related charges (3)
(0.1) 8.4 0.2  13.0 
Acquisition-related charges (4)
3.8 1.6 8.5  2.7 
Loss (gain) on divestitures and sale of certain
     assets (5)
0.4 (0.1) (4.4) (0.1)
Noncontrolling interest of above adjustments (4.5) (0.2) (5.8)
Provision for income taxes (6)
(5.6) (2.9) (17.0) (10.8)
Adjusted Net Income $ 146.1 $ 131.8 $ 299.6  $ 261.6 
Net income attributable to noncontrolling interest 4.3 0.6 7.7  4.3 
Provision for income taxes (as reported) 47.1 44.0 89.6  82.2 
Interest expense 28.3 18.3 52.4  32.6 
Interest income (1.9) (1.0) (3.4) (1.6)
Depreciation and amortization expense (7)
50.8 40.7 96.2  82.1 
Less: Acquisition intangible amortization 17.3  10.6  30.8  21.5 
Less: Noncontrolling interest (4.5) (0.2) (5.8)
Less: Provision for income taxes (6)
(5.6) (2.9) (17.0) (10.8)
Adjusted EBITDA $ 263.0  $ 231.2  $ 528.5  $ 456.3 
Adjusted EBITDA Margin (% of net sales) 20.7  % 20.0  % 20.8  % 20.0  %
Diluted earnings and adjusted earnings per share in the table below are based on net income attributable to The Timken Company and adjusted net income, respectively, in the table above.
Three Months Ended
June 30,
Six Months Ended
June 30,
2023 2022 2023 2022
Diluted earnings per share (EPS) $ 1.73  $ 1.42  $ 3.39  $ 2.98 
Adjusted EPS $ 2.01  $ 1.78  $ 4.11  $ 3.49 
Diluted Shares 72,512,991  74,182,793  72,907,804  74,877,248 







44


Reconciliation of segment EBITDA to segment adjusted EBITDA and segment adjusted EBITDA margin:
Three Months Ended June 30, 2023
Engineered Bearings Industrial Motion Unallocated Corporate Total
Net Sales $ 857.2 $ 415.1 $ $ 1,272.3
EBITDA 185.5 80.9 (12.2) 254.2
Impairment, restructuring and reorganization
     charges (1)
4.1 1.5 0.1 5.7
Corporate pension and other postretirement benefit
     related income (2)
(1.0) (1.0)
Russia-related charges (3)
(0.1) (0.1)
Acquisition-related charges (4)
0.1 3.1 0.6 3.8
Loss on divestitures and sale of certain assets (5)
0.4 0.4
Adjusted EBITDA $ 189.6 $ 85.9 $ (12.5) $ 263.0
Adjusted EBITDA Margin (% of net sales) 22.1  % 20.7  % NM 20.7  %
Three Months Ended June 30, 2022
Engineered Bearings Industrial Motion Unallocated Corporate Total
Net Sales $ 798.3 $ 355.4 $ $ 1,153.7
EBITDA 167.5 65.1 (25.0) 207.6
Impairment, restructuring and reorganization
     charges (1)
0.6 1.5 2.1
Corporate pension and other postretirement
     benefit related expense (2)
11.6 11.6
Russia-related charges (3)
8.4 8.4
Acquisition-related charges (4)
1.0 0.6 1.6
Loss (gain) on divestitures and sale of certain
     assets (5)
0.1 (0.2) (0.1)
Adjusted EBITDA $ 176.6 $ 67.4 $ (12.8) $ 231.2
Adjusted EBITDA Margin (% of net sales) 22.1  % 19.0  % NM 20.0  %
Six Months Ended June 30, 2023
Engineered Bearings Industrial Motion Unallocated Corporate Total
Net Sales $ 1,757.9  $ 777.2  $ —  $ 2,535.1 
EBITDA 390.5  129.1  (29.0) 490.6 
Impairment, restructuring and reorganization
     charges (1)
5.2  30.2  0.1  35.5 
Corporate pension and other postretirement benefit
     related income (2)
—  —  (1.9) (1.9)
Russia-related charges (3)
0.2  —  —  0.2 
Acquisition-related charges (4)
2.3  3.1  3.1  8.5 
(Gain) loss on divestitures and sale of certain
     assets (5)
(4.8) 0.4  —  (4.4)
Adjusted EBITDA $ 393.4  $ 162.8  $ (27.7) $ 528.5 
Adjusted EBITDA Margin (% of net sales) 22.4  % 20.9  % NM 20.8  %
45

Six Months Ended June 30, 2022
Engineered Bearings Industrial Motion Unallocated Corporate Total
Net Sales $ 1,570.7  $ 707.6  $ —  $ 2,278.3 
EBITDA 335.8  127.5  (40.5) 422.8 
Impairment, restructuring and reorganization
     charges (1)
1.6  2.1  —  3.7 
Corporate pension and other postretirement
     benefit related expense (2)
—  —  14.2  14.2 
Russia-related charges (3)
13.0  —  —  13.0 
Acquisition-related charges (4)
—  1.4  1.3  2.7 
Gain on divestitures and sale of certain assets (5)
$ 0.1  $ (0.2) —  $ (0.1)
Adjusted EBITDA $ 350.5  $ 130.8  $ (25.0) $ 456.3 
Adjusted EBITDA Margin (% of net sales) 22.3  % 18.5  % NM 20.0  %
(1) Impairment, restructuring and reorganization charges (including items recorded in cost of products sold) relate to: (i) plant closures; (ii) the rationalization of certain plants; (iii) severance related to cost reduction initiatives; and (iv) impairment of assets. Impairment, restructuring and reorganization charges for 2023 included $28.3 million related to the impairment of goodwill. The Company re-assesses its operating footprint and cost structure periodically, and makes adjustments as needed that result in restructuring charges. However, management believes these actions are not representative of the Company’s core operations.
(2) Corporate pension and other postretirement benefit related (income) expense represents actuarial (gains) and losses that resulted from the remeasurement of plan assets and obligations as a result of changes in assumptions or experience. The Company recognizes actuarial (gains) and losses in connection with the annual remeasurement in the fourth quarter, or if specific events trigger a remeasurement. Refer to Note 16 - Retirement Benefit Plans and Note 17 - Other Postretirement Benefit Plans for additional discussion.
(3) Russia-related charges include impairments and 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 Timken Russia business during the fourth quarter of 2022. Refer to Russia Operations on page 42 above for additional information.
(4) Acquisition-related charges represent deal-related expenses associated with completed transactions and any resulting inventory step-up impact.
(5) Represents the net loss (gain) resulting from divestitures and the sale of certain assets.
(6) 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 in interim periods.
(7) Depreciation and amortization shown excludes depreciation recognized in reorganization charges, if any.
Free Cash Flow:
Free cash flow represents net cash provided by (used in) operating activities less capital expenditures. Management believes free cash flow is useful to investors because it is a meaningful indicator of cash generated from operating activities available for the execution of its business strategy.
Reconciliation of net cash provided by operating activities to free cash flow:
Three Months Ended
June 30,
Six Months Ended
June 30,
2023 2022 2023 2022
Net cash provided by operating activities $ 144.0  $ 78.3  $ 222.6  $ 77.1 
Capital expenditures (49.6) (40.9) (91.3) (75.2)
Free cash flow $ 94.4  $ 37.4  $ 131.3  $ 1.9 
46

Ratio of Net Debt to Adjusted EBITDA:
The ratio of net debt to adjusted EBITDA for the trailing twelve months represents total debt less cash and cash equivalents divided by adjusted EBITDA for the trailing twelve months. 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, 2023 and December 31, 2022 was $444.7 million and $417.0 million, respectively. Net debt to adjusted EBITDA for the trailing twelve months was 1.9 at June 30, 2023 and December 31, 2022.
Reconciliation of Net income to Adjusted EBITDA for the trailing twelve months:
Twelve Months Ended
June 30,
2023
December 31,
2022
Net income $ 444.7  $ 417.0 
Provision for income taxes 141.3  133.9 
Interest expense 94.4  74.6 
Interest income (5.6) (3.8)
Depreciation and amortization 178.7  164.0 
Consolidated EBITDA 853.5  785.7 
Adjustments:
Impairment, restructuring and reorganization charges (1)
$ 71.3  $ 39.5 
Corporate pension and other postretirement benefit related (income) expense (2)
(13.2) 2.9 
Acquisition-related charges (3)
20.6  14.8 
Gain on divestitures and sale of certain assets (4)
(7.2) (2.9)
Russia-related charges (5)
2.8  15.6 
Tax indemnification and related items 0.3  0.3 
   Total adjustments 74.6  70.2 
Adjusted EBITDA $ 928.1  $ 855.9 
Net Debt $ 1,755.4  $ 1,631.6 
Ratio of Net Debt to Adjusted EBITDA 1.9  1.9 
(1) Impairment, restructuring and reorganization charges (including items recorded in cost of products sold) relate to: (i) plant closures; (ii) the rationalization of certain plants; (iii) severance related to cost reduction initiatives; and (iv) impairment of assets. Impairment, restructuring and reorganization charges for the twelve months ended December 31, 2022 and June 30, 2023 included $29.3 million related to the sale of ADS. In addition, impairment, restructuring and reorganization charges for the twelve months ended June 30, 2023 included $28.3 million related to the impairment of goodwill. The Company re-assesses its operating footprint and cost structure periodically, and makes adjustments as needed that result in restructuring charges. However, management believes these actions are not representative of the Company’s core operations.
(2) Corporate pension and other postretirement benefit related (income) expense represents actuarial (gains) and losses that resulted from the remeasurement of plan assets and obligations as a result of changes in assumptions or experience. The Company recognizes actuarial (gains) and losses in connection with the annual remeasurement in the fourth quarter, or if specific events trigger a remeasurement.
(3) Acquisition-related charges represent deal-related expenses associated with completed transactions and any resulting inventory step-up impact.
(4) Represents the net gain resulting from divestitures and the sale of certain assets.
(5) Russia-related charges include allowances and impairments recorded against certain trade receivables, inventory and other assets 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 Timken Russia business during the fourth quarter of 2022. Refer to Russia Operations on page 42 in Management Discussion and Analysis for additional information.
47

FORWARD-LOOKING STATEMENTS
Certain statements set forth in this Form 10-Q and in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 that are not historical in nature (including the Company's forecasts, beliefs and expectations) are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, Management's Discussion and Analysis contains numerous forward-looking statements. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “outlook,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Form 10-Q. The Company cautions readers that actual results may differ materially from those expressed or implied in forward-looking statements made by or on behalf of the Company due to a variety of factors, such as:
•deterioration in world economic conditions, or in economic conditions in any of the geographic regions in which the Company or its customers or suppliers conduct business, including adverse effects from a global economic slowdown or recession, terrorism, or hostilities. This includes: political risks associated with the potential instability of governments and legal systems in countries in which the Company or its customers or suppliers conduct business, changes in currency valuations and recent world events that have increased the risks posed by international trade disputes, tariffs and sanctions;
•negative impacts to the Company's business, results of operations, financial position or liquidity, disruption to the Company's supply chains, negative impacts to customer demand or operations, and availability and health of employees, as a result of COVID-19 or other pandemics and associated governmental measures such as restrictions on travel and manufacturing operations;
•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, logistical issues associated with port closures or congestion, delays or increased costs, the effects of customer or supplier bankruptcies or liquidations, the impact of changes in industrial business cycles, 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;
•competitive factors, including changes in market penetration, increasing price competition by existing or new foreign and domestic competitors, the introduction of new products or services by existing and new competitors, competition for skilled labor and new technology that may impact the way the Company’s products are produced, sold or distributed;
•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 and energy; disruptions to the Company's supply chain and logistical issues associated with port closures or congestion, delays or increased costs; changes in the expected costs associated with product warranty claims; 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 waste reduction initiatives; and changes in the cost of labor and benefits;
•the impact of inflation on employee expenses, shipping costs, raw material costs, energy and fuel costs and other production costs;
•the success of the Company’s operating plans, announced programs, initiatives and capital investments; the ability to integrate acquired companies and to address material issues both identified and not uncovered during the Company's due diligence review; and the ability of acquired companies to achieve satisfactory operating results, including results being accretive to earnings, realization of synergies and expected cash flow generation;
•the Company’s ability to maintain appropriate relations with unions or works councils that represent Company associates in certain locations in order to avoid disruptions of business; the continued attraction, retention and development of management and other key employees, the successful development and execution of succession plans and management of other human capital matters;
•unanticipated litigation, claims, investigations or assessments. This includes: claims, investigations or problems related to intellectual property, product liability or warranty, foreign export, sanctions and trade laws, government procurement regulations, competition and anti-bribery laws, climate change, environmental or health and safety issues, data privacy and taxes;

48

•changes in worldwide financial and capital markets impacting the availability of financing on satisfactory terms, as a result of financial stress affecting the banking system or otherwise, and the rising interest rate environment, which affect the Company’s cost of funds and/or ability to raise capital, as well as customer demand and the ability of customers to obtain financing to purchase the Company’s products or equipment that contain the Company’s products;
•the Company's ability to satisfy its obligations and comply with covenants under its debt agreements, maintain favorable credit ratings and its ability to renew or refinance borrowings on favorable terms;
•the impact on the Company's pension obligations and assets due to changes in interest rates, investment performance and other tactics designed to reduce risk; and
•those items identified under Item 1A. "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 or this Form 10-Q.
Additional risks relating to the Company's business, the industries in which the Company operates, or the Company's common shares may be described from time to time in the Company's filings with the Securities and Exchange Commission. All of these risk factors are difficult to predict, are subject to material uncertainties that may affect actual results and may be beyond the Company's control.
Readers are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results and that the above list should not be considered to be a complete list. Except as required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to information appearing under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q. Furthermore, a discussion of market risk exposures is included in Part II, Item 7A. Quantitative and Qualitative Disclosure about Market Risk, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes in reported market risk since the inclusion of this discussion in the Company’s Annual Report on Form 10-K referenced above.
49

ITEM 4. CONTROLS AND PROCEDURES
(a)Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Based upon that evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
(b)Changes in Internal Control Over Financial Reporting
During the Company’s fiscal quarter ended June 30, 2023, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
On April 4, 2023, the Company completed the acquisition of Nadella. The results of this acquisition are included in the Company's consolidated financial statements for the first six months of 2023. The total and net assets of Nadella represented 6% of the Company's total assets and 12% of the Company's net assets as of June 30, 2023. The net sales of Nadella represented 1% of the Company's consolidated net sales for the first six months of 2023.
On January 31, 2023, the Company completed the acquisition of ARB. The results of this acquisition are included in the Company's consolidated financial statements for the first six months of 2023. The total and net assets of ARB represented less than 1% of the Company's total assets and net assets as of June 30, 2023. The net sales of ARB represented less than 1% of the Company's consolidated net sales for the first six months of 2023.
The scope of the Company's assessment of the effectiveness of internal control over financial reporting will not include the ARB and Nadella acquisition's noted above. This exclusion is in accordance with the SEC's general guidance that an assessment of a recently acquired business may be omitted from the Company's scope in the year of acquisition.
On November 4, 2022, the Company completed the acquisition of GGB. The results of this acquisition are included in the Company's consolidated financial statements for the first six months of 2023. The total and net assets of GGB represented 6% of the Company's total assets and 13% of the Company's net assets as of June 30, 2023. The net sales of GGB represented 4% of the Company's consolidated net sales for the first six months of 2023.
On May 31, 2022, the Company completed the acquisition of Spinea. The results of this acquisition are included in the Company's consolidated financial statements for the first six months of 2023. The total and net assets of Spinea represented 3% of the Company's total assets and 5% of the Company's net assets as of June 30, 2023. The net sales of Spinea represented less than 1% of the Company's consolidated net sales for the first six months of 2023.
The Company is currently integrating these acquisitions into its internal control framework and processes, and as prescribed by U.S Securities and Exchange Commission rules and regulations, the Company will include Spinea and GGB in the internal control over financial reporting assessment as of December 31, 2023.
50

PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various claims and legal actions arising in the ordinary course of business. U.S. Securities and Exchange Commission ("SEC") regulations require us to disclose certain information about environmental proceedings when a governmental authority is a party to the proceedings if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to such regulations, the Company uses the maximum permitted threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations.
Item 1A. Risk Factors
The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, included a detailed discussion of our risk factors. There have been no material changes to the risk factors included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. Investors should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Common Shares
The following table provides information about purchases by the Company of its common shares during the quarter ended June 30, 2023.
Period
Total number
of shares
purchased (1)
Average
price paid
per share (2)
Total number
of shares
purchased as
part of publicly
announced
plans or
programs
Maximum
number of
shares that
may yet
be purchased
under the plans
or programs (3)
4/1/2023 - 4/30/2023 270,298  $ 77.59  270,000  4,858,990 
5/1/2023 - 5/31/2023 476,532  74.88  460,000  4,398,990 
6/1/2023 - 6/30/2023 535,833  82.62  535,000  3,863,990 
Total 1,282,663  $ 78.68  1,265,000  — 
(1)Of the shares purchased in April, May and June, 298, 16,532 and 833, respectively, represent common shares of the Company that were owned and tendered by employees to exercise stock options and to satisfy withholding obligations in connection with the exercise of stock options or vesting of restricted shares.
(2)For shares tendered in connection with the vesting of restricted shares, the average price paid per share is an average calculated using the daily high and low of the Company's common shares as quoted on the New York Stock Exchange at the time of vesting. For shares tendered in connection with the exercise of stock options, the price paid is the real-time trading stock price at the time the options are exercised.
(3)On February 12, 2021, the Company's Board of Directors approved a new share purchase plan, effective March 1, 2021, pursuant to which the Company may purchase up to ten million of its common shares, in the aggregate. This share purchase plan expires on February 28, 2026. Under this plan, the Company may purchase shares from time to time in open market purchases or privately negotiated transactions, and it may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans.
Item 5. Other Information
During the fiscal quarter ended June 30, 2023 no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Regulation 408(a) of Regulation S-K.
51

Item 6. Exhibits

Amended Articles of Incorporation of the Registrant, effective May 11, 2023.
Certification of Richard G. Kyle, President and Chief Executive Officer (principal executive officer) of The Timken Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Philip D. Fracassa, Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) of The Timken Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications of Richard G. Kyle, President and Chief Executive Officer (principal executive officer) and Philip D. Fracassa, Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) of The Timken Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Financial statements from the quarterly report on Form 10-Q of The Timken Company for the quarter ended June 30, 2023 filed on August 3, 2023, formatted in Inline XBRL: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

52

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
THE TIMKEN COMPANY 
Date: August 3, 2023 By: /s/ Richard G. Kyle
Richard G. Kyle
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 3, 2023 By: /s/ Philip D. Fracassa
Philip D. Fracassa
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
53
EX-3.1 2 tkr63023exhibit31.htm EX-3.1 Document

AMENDED ARTICLES OF INCORPORATION

OF
THE TIMKEN COMPANY


FIRST: The name of the Corporation shall be The Timken Company.

SECOND: The principal office of the Corporation in the State of Ohio is to be located in Canton in Stark County.

THIRD: The Corporation is formed for the purpose of developing, producing, manufacturing, buying, selling and generally dealing in products, goods, wares, merchandise, tangible and intangible property and services of any and all kinds and doing any and all things necessary or incidental thereto.

FOURTH: The authorized number of shares of the Corporation is 220,000,000 shares, consisting of 10,000,000 shares of Class I Serial Preferred Stock without par value (the "Class I Serial Preferred Stock"), 10,000,000 shares of Class II Serial Preferred Stock without par value (the "Class II Serial Preferred Stock"), and 200,000,000 shares of Common Stock without par value (the "Common Stock").

No holder of any shares of the Corporation shall have, as such holder, any preemptive right to purchase any shares or any other securities of the Corporation.

No holder of any shares of the Corporation shall have, as such holder, any right to cumulate voting power in any election of Directors.

DIVISION A

Express Terms of the Class I Serial Preferred Stock

SECTION 1. The Class I Serial Preferred Stock may be issued from time to time in one or more series. All shares of Class I Serial Preferred Stock shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided. Each share of each series shall be identical with all other shares of such series, except as to the date from which dividends are cumulative. Subject to the provisions of Sections 2 to 7, inclusive, of this Division A, which provisions shall apply to all Class I Serial Preferred Stock, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and with respect to each series to fix:

a.The designation of the series, which may be by distinguishing number, letter and/or title.
b.The number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease (but not below the number of shares thereof then outstanding).
c.The annual dividend rate of the series.
d.The dates at which dividends, if declared, shall be payable, and the dates from which Dividends shall be cumulative.
e.The redemption rights and price or prices, if any, for shares of the series.
f.The terms and amount of any sinking fund provided for the purchase or redemption of shares of the series.
g.The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.
1


h.Whether the shares of the series shall be convertible into shares of any other class or series of stock of the Corporation, and, if so, the specification of such other class or series, the conversion price or prices, any adjustments thereof, the date or dates as of which such shares shall be convertible, and other terms and conditions upon which such conversion may be made.
i.Restrictions (in addition to those set forth in Section 5 (b) of this Division A) on the issuance of shares of the same series or of any other class or series.

The Board of Directors is authorized to adopt from time to time amendments to the Amended Articles of Incorporation fixing, with respect to each such series, the matters described in clauses (a) to (i), inclusive, of this Section 1 of this Division A.

SECTION 2. The holders of Class I Serial Preferred Stock of each series, in preference to the holders of Class II Serial Preferred Stock, of Common Stock and of any other class of shares ranking junior to the Class I Serial Preferred Stock, shall be entitled to receive out of any funds legally available for the Class I Serial Preferred Stock and when and as declared by the Board of Directors dividends in cash at the rate for such series fixed in accordance with the provisions of Section I of this Division A and no more, payable on the dividend payment dates fixed for such series. Such dividends shall be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividend may be paid upon or set apart for any of the Class I Serial Preferred Stock or any dividend payment date unless (i)all dividends upon all Class I Serial Preferred Stock then outstanding for all dividend payment dates prior to such date shall have been paid or funds therefor set apart, and (ii) at the same time a like dividend upon all Class I Serial Preferred Stock then outstanding and having a dividend payment date on such date, ratably in proportion to the respective annual dividend rates, shall be paid or funds therefor set apart.

For the purpose of this Division A, a dividend shall be deemed to have been paid or funds therefor set apart on any date if, on or prior to such date, the Corporation shall have deposited funds sufficient therefor with a bank or trust company and shall have caused checks drawn against such funds in appropriate amounts to be mailed to each holder of record entitled to receive such dividend at his address then appearing on the books of the Corporation.

SECTION 3. In no event so long as any Class I Serial Preferred Stock shall be outstanding shall any dividends, except a dividend payable in Class II Serial Preferred Stock, Common Stock or other shares ranking junior to the Class I Serial Preferred Stock, be paid or declared or any distribution be made except as aforesaid on the Class II Serial Preferred Stock, Common Stock or any other shares ranking junior to the Class I Serial Preferred Stock, nor shall any Class II Serial Preferred Stock, Common Stock or any other shares ranking junior to the Class I Serial Preferred Stock be purchased, retired or otherwise acquired by the Corporation (except out of the proceeds of the sale of Class II Serial Preferred Stock, Common Stock or other shares ranking junior to the Class I Serial Preferred Stock received by the Corporation on or subsequent to April 16, 1985) unless ( i) all dividends upon all Class I Serial Preferred Stock then outstanding for all dividend payment dates on or prior to the date of such action shall have been paid or funds therefor set apart, and ( ii) all mandatory sinking fund obligations pursuant to the terms of any series of Class I Serial Preferred Stock for all sinking fund payments due on or prior to the
date of such action shall have been complied with.

SECTION 4. (a) The holders of Class I Serial Preferred Stock of any series shall, in case of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Class II Serial Preferred Stock, Common Stock or any other shares ranking junior to the Class I Serial Preferred Stock, the amounts fixed with respect to shares of such series in accordance with Section I of this Division A, plus (i) all then unpaid dividends upon such shares for all dividend payment dates on or prior to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up, and (ii) a proportionate dividend, based on the number of elapsed days, for the period from the day after the most recent such dividend payment date through the date of payment of the amount due pursuant to such liquidation, dissolution or winding up.
2


In case the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding shares of Class I Serial Preferred Stock of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon outstanding shares of Class I Serial Preferred Stock in proportion to the full preferential amount to which each such share is entitled.

After payment to holders of Class I Serial Preferred Stock of the full preferential amounts as aforesaid, holders of Class I Serial Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation.

(b) The merger or consolidation of the Corporation into or with any other corporation, or the merger of any other corporation into it, or the sale, lease or conveyance of all of substantially all the property or business of the Corporation, shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Division A.

SECTION 5. (a) No holder of Class I Serial Preferred Stock shall be entitled, as such holder, to notice of meetings of shareholders or to vote upon any matter presented to the shareholders except as otherwise provided by this Section 5 of this Division A or required by law.

If, and so often as, the Corporation shall be in default in the payment of dividends in an amount equivalent to six full quarterly dividends on any series of Class I Serial Preferred Stock at the time outstanding, whether or not earned or declared, the holders of Class I Serial Preferred Stock of all series, voting separately as a class, shall thereafter be entitled to elect, as hereinbelow provided, two members of the Board of Directors of the Corporation who shall serve, except as hereinbelow provided, until the next annual meeting of the shareholders and until their successors have been elected and qualified. The special class voting rights provided for herein when the same shall have become vested shall remain so vested until all dividends on the Class I Serial Preferred Stock of all series then outstanding for all past dividend payment dates shall have been paid or funds therefor set part, whereupon the terms of Directors elected by the holders of Class I Serial Preferred Stock shall automatically terminate and the holders of Class I Serial Preferred Stock shall be divested of their special class voting rights in respect of subsequent elections of Directors, subject to the revesting of such special class voting rights in the event hereinabove specified in this paragraph.

In the event of default entitling the holders of Class I Serial Preferred Stock to elect two Directors as above specified, a special meeting of the holders of Class I Serial Preferred Stock for the purpose of electing such Directors shall be called by the Secretary of the Corporation upon written request of, or upon written notice to the Secretary of the Corporation may be called by, the holders of record of at least ten percent of the shares of Class I Serial Preferred Stock of all series at the time outstanding, and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required, and the holders of Class I Serial Preferred Stock shall not be entitled, to call such special meeting if the annual meeting of shareholders shall be held within 90 days after the date of receipt by the Secretary of the Corporation of the foregoing written request or notice from the holders of Class I Serial Preferred Stock. At any annual meeting of shareholders or special meeting called for such purpose at which the holders of Class I Serial Preferred Stock shall be entitled to elect Directors, the holders of 35% of the then outstanding shares of Class I Serial Preferred Stock of all series, present in person or by proxy, shall be sufficient to constitute a quorum for such purpose, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be necessary and sufficient to elect the members of the Board of Directors which the holders of Class I Serial Preferred Stock are entitled to elect as hereinabove provided. If at any such meeting there shall be less than a quorum for such purpose present, the holders of a majority of the shares of Class I Serial Preferred Stock so present may adjourn the meeting for such purpose only from time to time without notice other than announcement at the meeting until a quorum shall attend.
3


The two Directors who may be elected by the holders of Class I Serial Preferred Stock pursuant to the foregoing provisions shall be in addition to any other Directors then in office or proposed to be elected otherwise than pursuant to such provisions, and nothing in such provisions shall prevent any change otherwise permitted in the total number of Directors of the Corporation or require the resignation of any Director elected otherwise than pursuant to such provisions.

(b) The affirmative vote of the holders of at least two-thirds of the shares of Class I Serial Preferred Stock at the time outstanding, given in person or by proxy at a meeting called for the purpose at which the holders of Class I Serial Preferred Stock shall vote separately as a class, shall be necessary to adopt any amendment to the Amended Articles of Incorporation (but so far as the holders of Class I Serial Preferred Stock are concerned, such amendment may be adopted with such vote) which:

(i) changes issued shares of Class I Preferred Stock of all series then outstanding into a lesser number of shares of the Corporation of the same class and series or into the same or a different number of shares of the Corporation of any other class or series; or
(ii) changes the express terms of the Class I Serial Preferred Stock in any manner substantially prejudicial to the holders of all series thereof then outstanding; or
(iii) authorizes shares of any class, or any security convertible into shares of any class, or authorizes the conversion of any security in shares of any class, ranking prior to the Class I Serial Preferred Stock; or
(iv) changes the express terms of issued shares of any class ranking prior to the Class I Serial Preferred Stock in any manner substantially prejudicial to the holders of all series of Class I Serial Preferred Stock then outstanding;

and the affirmative vote of the holders of at least two-thirds of the shares of each affected series of Class I Serial Preferred Stock at the time outstanding, given in person or by proxy at a meeting called for the purpose at which the holders of each affected series of Class I Serial Preferred Stock shall vote separately as a series, shall be necessary to adopt any amendment to the Amended Articles of Incorporation (but so far as the holders of each such series of Class I Serial Preferred Stock are concerned, such amendment may be adopted with such vote) which:

(v) changes issued shares of Class I Serial Preferred Stock of one or more but not all series then outstanding into a lesser number of shares of the Corporation of the same series or into the same or any different number of shares of the Corporation of any other class or series; or
(vi) changes the express terms of any series of the Class I Serial Preferred Stock in any manner substantially prejudicial to the holders of one or more but not all series thereof then outstanding; or
(vii) changes the express terms of issued shares of any class ranking prior to the Class I Serial Preferred Stock in any manner substantially prejudicial to the holders of one or more but not all series of Class I Serial Preferred Stock then outstanding.

SECTION 6. If the shares of any series of Class I Serial Preferred Stock shall be convertible into shares of any other class or series of stock of the Corporation, then upon conversion of shares of such series the stated capital, if any, of the shares delivered upon such conversion shall be an amount equal to the stated capital, if any, represented by each such share outstanding at the time of such conversion multiplied by the number of such shares delivered upon such conversion. The stated capital, if any, of the Corporation shall be correspondingly increased or reduced to reflect the difference between the stated capital, if any, of the shares of Class I Serial Preferred Stock so converted and the stated capital, if any, of the shares delivered upon such conversion.


4


SECTION 7. For the purpose of this Division A:

Whenever reference is made to shares "ranking prior to the Class I Serial Preferred Stock," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference over the rights of the holders of Class I Serial Preferred Stock; whenever reference is made to shares "on a parity with the Class I Serial Preferred Stock," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof (i) neither as to the payment of dividends nor as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference over the rights of the holders of Class I Serial Preferred Stock, and (ii) either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation rank on an equality (except as to the amounts fixed therefor) with the rights of the holders of Class I Serial Preferred Stock; and whenever reference is made to shares "ranking junior to the Class I Serial Preferred Stock," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof both as to the payment of dividends and as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are junior and subordinate to the rights of the holders of the Class I Serial Preferred Stock.

DIVISION B

Express Terms of the Class II Serial Preferred Stock

SECTION 1. The Class II Serial Preferred Stock may be issued from time to time in one or more series. All shares of Class II Serial Preferred Stock shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided. Each share of each series shall be identical with all other shares of such series, except as to the date from which dividends are cumulative. Subject to the provisions of Sections 2 to 7, inclusive, of this Division B, which provisions shall apply to all Class II Serial Preferred Stock, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and with respect to each series to fix each of the same matters as are described in clauses (a) to (i), inclusive, of Section 1 of Division A (provided that, for purposes of this cross-reference, the reference in said clause (i) to "Section 5(b) of this Division A" shall read "Section 5(b) of this Division B").

The Board of Directors is authorized to adopt from time to time amendments to the Amended Articles of Incorporation fixing, with respect to each such series, each of the same matters as are described in clauses (a) to (i), inclusive, of Section 1 of Division A (subject to the aforesaid cross reference proviso) .

SECTION 2. The holders of Class II Serial Preferred Stock of each series, in preference to the holders of Common Stock and of any other class of shares ranking junior to the Class II Serial Preferred Stock, shall be entitled to receive out of any funds legally available for the Class II Serial Preferred Stock and when and as declared by the Board of Directors dividends in cash at the rate for such series fixed in accordance with the provisions of Section 1 of this Division B and no more, payable on the dividend payment dates fixed for such series. Such dividends shall be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividend may be paid upon or set apart for any of the Class II Serial Preferred Stock on any dividend payment date unless (i) all dividends upon all Class II Serial Preferred Stock then outstanding for all dividend payment dates prior to such date shall have been paid or funds therefor set apart, and (ii) at the same time a like dividend upon all Class II Serial Preferred Stock then outstanding and having a dividend payment date on such date, ratably in proportion to the respective annual dividend rates, shall be paid or funds therefor set apart.

5


For the purpose of this Division B, a dividend shall be deemed to have been paid or funds therefor set apart on any date if, on or prior to such date, the Corporation shall have deposited funds sufficient therefor with a bank or trust company and shall have caused checks drawn against such funds in appropriate amounts to be mailed to each holder of record entitled to receive such dividend at his address then appearing on the books of the Corporation.

SECTION 3. In no event so long as any Class II Serial Preferred Stock shall be outstanding shall any dividends, except a dividend payable in Common Stock or other shares ranking junior to the Class II Serial Preferred Stock, be paid or declared or any distribution be made except as aforesaid on the Common Stock or any other shares ranking junior to the Class II Serial Preferred Stock, nor shall any Common Stock or any other shares ranking junior to the Class II Serial Preferred Stock be purchased, retired or otherwise acquired by the Corporation (except out of the proceeds of the sale of Common Stock of other shares ranking junior to the Class II Serial Preferred Stock received by the Corporation on or subsequent to April 16, 1985) unless (i) all dividends upon all Class II Serial Preferred Stock then outstanding for all dividend payment dates on or prior to the date of such action shall have been paid or funds therefor set apart, and (ii) all mandatory sinking fund obligations pursuant to the terms of any series of Class II Serial Preferred Stock for all sinking fund payments due on or prior to the date of such action shall have been complied with.

SECTION 4. (a) The holders of Class II Serial Preferred Stock of any series shall, in case of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of Common Stock or any other shares ranking junior to the Class II Serial Preferred Stock, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Division B, plus (i) all then unpaid dividends upon such shares for all dividend payment dates on or prior to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up, and (ii) a proportionate dividend, based on the number of elapsed days, for the period from the day after the most recent such dividend payment date through the date of payment of the amount due pursuant to such liquidation, dissolution or winding up. In case the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding shares of Class II Serial Preferred Stock of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon outstanding shares of Class II Serial Preferred Stock in proportion to the full preferential amount to which each such share is entitled.

After payment to holders of Class II Serial Preferred Stock of the full preferential amounts as aforesaid, holders of Class II Serial Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation.

(b) The merger or consolidation of the Corporation into or with any other corporation, or the merger of any other corporation into it, or the sale, lease or conveyance of all or substantially all the property or business of the Corporation, shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Division B.

SECTION 5. (a) The holders of shares of Class II Serial Preferred Stock shall be entitled to one vote for each share of such stock upon all matters presented to the shareholders, and, except as otherwise provided by this Section 5 of this Division B or required by law, the holders of Class II Serial Preferred Stock and the holders of Common Stock shall vote together as one class on all matters. No adjustment of the voting rights of holders of Class II Serial Preferred Stock shall be made in the event of an increase or decrease in the number of shares of Common Stock authorized or issued or in the event of a stock split or combination of the Common Stock or in the event of a stock dividend on any class of stock payable solely in Common Stock.


6


If, and so often as, the Corporation shall be in default in the payment of dividends in an amount equivalent to six full quarterly dividends on any series of Class II Serial Preferred Stock at the time outstanding, whether or not earned or declared, the holders of Class II Serial Preferred Stock of all series, voting separately as a class and in addition to all other rights to vote for Directors, shall thereafter be entitled to elect, as hereinbelow provided, two members of the Board of Directors of the Corporation who shall serve, except as hereinbelow provided, until the next annual meeting of the shareholders and until their successors have been elected and qualified. The special class voting rights provided for herein when the same shall have become vested shall remain so vested until all dividends on the Class II Serial Preferred Stock of all series then outstanding for all past dividend payment dates shall have been paid or funds therefor set apart, whereupon the terms of Directors elected by the holders of Class II Serial Preferred Stock shall automatically terminate and the holders of Class II Serial Preferred Stock shall be divested of their special class voting rights in respect of subsequent elections of Directors, subject to the revesting of such special class voting rights in the event hereinabove specified in this paragraph.

In the event of default entitling the holders of Class II Serial Preferred Stock to elect two Directors as above specified, a special meeting of the holders of Class II Serial Preferred Stock for the purpose of electing such Directors shall be called by the Secretary of the Corporation upon written request of, or upon written notice to the Secretary of the Corporation may be called by, the holders of record of at least ten percent of the shares of Class II Serial Preferred Stock of all series at the time outstanding, and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required, and the holders of Class II Serial Preferred Stock shall not be entitled, to call such special meeting if the annual meeting of shareholders shall be held within 90 days after the date of receipt by the Secretary of the Corporation of the foregoing written request or notice from the holders of Class II Serial Preferred Stock. At any annual meeting of shareholders or special meeting called for such purpose at which the holders of Class II Serial Preferred Stock shall be entitled to elect Directors, the holders of 35% of the then outstanding shares of Class II Serial Preferred Stock of all series, present in person or by proxy, shall be sufficient to constitute a quorum for such purpose, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be necessary and sufficient to elect the members of the Board of Directors which the holders of Class II Serial Preferred Stock are entitled to elect as hereinabove provided. If at any such meeting there shall be less than a quorum for such purpose present, the holders of a majority of the shares of Class II Serial Preferred Stock so present may adjourn the meeting for such purpose only from time to time without notice other than announcement at the meeting until a quorum shall attend.

The two Directors who may be elected by the holders of Class II Serial Preferred Stock pursuant to the foregoing provisions shall be in addition to any other Directors then in office or proposed to be elected otherwise than pursuant to such provisions, and nothing in such provisions shall prevent any change otherwise permitted in the total number of Directors of the Corporation or require the resignation of any Director elected otherwise than pursuant to such provisions.

(b) The affirmative vote of the holders of at least two-thirds of the shares of Class II Serial Preferred Stock at the time outstanding, given in person or by proxy at a meeting called for purpose at which the holders of Class II Serial Preferred Stock shall vote separately as a class, shall be necessary to adopt any amendment to the Amended Articles of Incorporation (but so far as the holders of Class II Serial Preferred Stock are concerned, such amendment may be adopted with such vote) which:


7


(i) changes issued shares of Class II Serial Preferred Stock of all series then outstanding into a lesser number of shares of the Corporation of the same class and series or into the same or a different number of shares of the Corporation of any other class or series; or
(ii) changes the express terms of the Class II Serial Preferred Stock in any manner substantially prejudicial to the holders of all series thereof then outstanding; or
(iii) authorizes shares of any class, or any security convertible into shares of any class, or authorizes the conversion of any security into shares of any class, ranking prior to the Class II Serial Preferred Stock; or
(iv) changes the express terms of issued shares of any class ranking prior to the Class II Serial Preferred Stock in any manner substantially prejudicial to the holders of all series of Class II Serial Preferred Stock then outstanding;

and the affirmative vote of the holders of at least two-thirds of the shares of each affected series of Class II Serial Preferred Stock at the time outstanding, given in person or by proxy at a meeting called for the purpose at which the holders of each affected series of Class II Serial Preferred Stock shall vote separately as a series, shall be necessary to adopt any amendment to the Amended Articles of Incorporation (but so far as the holders of each such series of Class II Serial Preferred Stock are concerned, such amendment may be adopted with such vote) which:

(v) changes issued shares of Class II Serial Preferred Stock of one or more but not all series then outstanding into a lesser number of shares of the Corporation of the same series or into the same or a different number of shares of the Corporation of any other class or series; or
(vi) changes the express terms of any series of the Class II Serial Preferred Stock in any manner substantially prejudicial to the holders of one or more but not all series thereof then outstanding; or
(vii) changes the express terms of issued shares of any class ranking prior to the Class II Serial Preferred Stock in any manner substantially prejudicial to the holders of one or more but not all series of Class II Serial Preferred Stock then outstanding.

SECTION 6. If the shares of any series of Class II Serial Preferred Stock shall be convertible into shares of any other class or series of stock of the Corporation, then upon conversion of shares of such series the stated capital, if any, of the shares delivered upon such conversion shall be an amount equal to the stated capital, if any, represented by each such share outstanding at the time of such conversion multiplied by the number of such shares delivered upon such conversion. The stated capital, if any, of the Corporation shall be correspondingly increased or reduced to reflect the difference between the stated capital, if any, of the shares of Class II Serial Preferred Stock so converted and the stated capital, if any, of the shares delivered upon such conversion.

SECTION 7. For the purpose of this Division B:

Whenever reference is made to shares "ranking prior to the Class II Serial Preferred Stock," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference over the rights of the holders of Class II Serial Preferred Stock; whenever reference is made to shares "on a parity with the Class II Serial Preferred Stock," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof (i) neither as to the payment of dividends nor as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference over the rights of the holders of Class II Serial Preferred Stock, and (ii) either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation rank on an equality (except as to the amounts fixed therefor) with the rights of the holders of Class II Serial Preferred Stock; and whenever reference is made to shares "ranking junior to the Class II Serial Preferred Stock," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof both as to the payment of dividends and as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are junior and subordinate to the rights of the holders of the Class II Serial Preferred Stock.
8



DIVISION C

Express Terms of the Common Stock

The Common Stock shall be subject to the express terms of the Class I and Class II Serial Preferred Stock and of any series thereof. Each share of Common Stock shall be equal to every other share of Common Stock. The holders of shares of Common Stock shall be entitled to one vote for each share of such stock upon all matters presented to the shareholders.

FIFTH: The Corporation may from time to time pursuant to authorization by the Board of Directors and without action by the shareholders, purchase or otherwise acquire shares of the Corporation of any class or classes in such manner, upon such terms and in such amounts as the Board of Directors shall determine; subject, however, to such limitation or restriction, if any, as is contained in the express terms of any class of shares of the Corporation outstanding at the time of the purchase or acquisition in question.

SIXTH: These Amended Articles of Incorporation shall supersede and take the place of the heretofore Amended Articles of Incorporation of the Corporation.

SEVENTH: Notwithstanding any provision of Section 1701.01, et seq., of the Ohio Revised Code, or any successor statutes now or hereafter in force, requiring for the authorization or taking of any action the vote or consent of the holders of shares of capital stock entitling them to exercise two-thirds of the voting power of the Corporation or of any class or classes of such shares thereof, such action, unless otherwise expressly required by law, these Amended Articles of Incorporation or the Amended Regulations of the Corporation, may be authorized or taken by the vote or consent of the holders of shares entitling them to exercise a majority of the voting power of the Corporation or of such class or classes of shares thereof.
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EX-31.1 3 tkr63023exhibit311.htm EX-31.1 Document

Exhibit 31.1
Principal Executive Officer’s Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Richard G. Kyle, certify that:
1.     I have reviewed this quarterly report on Form 10-Q of The Timken Company;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 3, 2023

By: /s/ Richard G. Kyle
Richard G. Kyle
President and Chief Executive Officer
(Principal Executive Officer)


EX-31.2 4 tkr63023exhibit312.htm EX-31.2 Document

Exhibit 31.2
Principal Financial Officer’s Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Philip D. Fracassa, certify that:
1.I have reviewed this quarterly report on Form 10-Q of The Timken Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 3, 2023

By: /s/ Philip D. Fracassa
Philip D. Fracassa
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

EX-32 5 tkr63023exhibit32.htm EX-32 Document

Exhibit 32

Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of The Timken Company (the “Company”) on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: August 3, 2023
 
By: /s/ Richard G. Kyle
Richard G. Kyle
President and Chief Executive Officer
(Principal Executive Officer)
 
By: /s/ Philip D. Fracassa
Philip D. Fracassa
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
The foregoing certification is being furnished solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the Report or as a separate disclosure document.