ティムケンの適時開示・決算・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):			February 3, 2025

THE TIMKEN COMPANY

(Exact name of registrant as specified in its charter)

Commission file number: 1-1169


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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

The Timken Company (the “Company”) issued a press release on February 5, 2025 announcing results for the fourth quarter and full year of 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Also on February 5, 2025, the Company will host a conference call and post conference call materials to its website, www.timken.com.

This information shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 3, 2025, Christopher A. Coughlin, Executive Vice President, President of Industrial Motion, of the Company notified the Company of his intention to retire by the end of December 2025. Mr. Coughlin will retire with 41 years of dedicated service to the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Press Release of The Timken Company dated February 5, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			THE TIMKEN COMPANY

By:			/s/ Philip D. Fracassa
			Philip D. Fracassa
			Executive Vice President and Chief Financial Officer
Date: February 5, 2025

EXHIBIT INDEX


Exhibit No.						Description
99.1						Press Release of The Timken Company dated February 5, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1 2 tkrq42024exhibit991.htm EX-99.1 Document

Timken Reports Fourth-Quarter and Full-Year 2024 Results

•Sales of $1.07 billion in the fourth quarter, down 1.6 percent from last year

•Fourth-quarter diluted EPS of $1.01; adjusted EPS of $1.16

•Full-year 2024 diluted EPS of $4.99; adjusted EPS of $5.79

•Cash from operations of $476 million; free cash flow of $306 million for the full year

•Company provides initial estimate for 2025 EPS of $4.30-$4.80, with adjusted EPS of $5.30-$5.80


(USD in millions)	4Q-24	4Q-23	% Change	FY-2024	FY-2023	% Change
Net Sales	$1,073.6	$1,091.2	(1.6)%	$4,573.0	$4,769.0	(4.1)%
Net Income Margin	6.6%	5.4%	120 bps	7.7%	8.3%	(60 bps)
Adjusted EBITDA Margin	16.6%	17.9%	(130 bps)	18.5%	19.7%	(120 bps)
Diluted EPS	$1.01	$0.83	21.7%	$4.99	$5.47	(8.8)%
Adjusted EPS	$1.16	$1.37	(15.3)%	$5.79	$7.05	(17.9)%

NORTH CANTON, Ohio: February 5, 2025 — The Timken Company (NYSE: TKR; www.timken.com), a global technology leader in engineered bearings and industrial motion, today reported fourth-quarter 2024 sales of $1.07 billion, down 1.6 percent from the same period a year ago. The decrease was driven primarily by lower end-market demand in Europe and unfavorable foreign currency translation, partially offset by the benefit of acquisitions. Organically, sales were down 2.6 percent from last year.

Timken posted net income in the fourth quarter of $71.2 million or $1.01 per diluted share. This compares to net income of $58.7 million or $0.83 per diluted share for the same period a year ago. The company’s net income margin in the quarter was 6.6 percent, compared to 5.4 percent in the fourth quarter of last year.

Excluding special items (detailed in the attached tables), adjusted net income in the fourth quarter was $81.5 million or $1.16 per diluted share. This compares to adjusted net income of $97.3 million or $1.37 per diluted share for the same period in 2024. Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) in the quarter were $178.2 million or 16.6 percent of sales, compared with $195.4 million or 17.9 percent of sales in the fourth quarter of last year.

Net cash provided by operations in the quarter was $178.5 million, and free cash flow was $124.9 million. During the quarter, Timken returned $33.0 million of cash to shareholders through dividends and the repurchase of 120 thousand shares of company stock.

“We delivered a good finish to the year with strong cash flow in the fourth quarter,” said Tarak Mehta, president and chief executive officer. “Overall, our team achieved solid results in 2024 in a challenging environment. Our diverse product portfolio, differentiated technology, and performance culture create a strong foundation for profitable growth led by customer-centric innovation.”


1

2024 Full-Year Results and Highlights

For 2024, sales were $4.6 billion, down 4.1 percent compared with 2023. The decrease was primarily driven by lower end-market demand, including a significant decline in renewable energy in China and broad weakness in Europe, and unfavorable currency translation, partially offset by the benefit of acquisitions (net) and the impact of higher pricing. Organically, 2024 sales were down 5.8 percent versus 2023.

Net income was $352.7 million or $4.99 per diluted share for the year, compared with net income of $394.1 million or $5.47 per diluted share a year ago. The company’s net income margin for the year was 7.7 percent, compared to 8.3 percent in 2023.

Excluding special items, adjusted net income was $409.4 million or $5.79 per diluted share in 2024. This compares with adjusted net income of $508.1 million or adjusted earnings of $7.05 per diluted share in 2023. Adjusted EBITDA for the year was $844.8 million or 18.5 percent of sales, compared with $939.7 million or 19.7 percent of sales in 2023.

Net cash from operations for the full year was $475.6 million, and free cash flow was $305.6 million. During the year, the company reduced total debt by $333.2 million and net debt by $287.5 million. Timken ended the year with net debt to adjusted EBITDA at 2.0 times, well within its 1.5-to-2.5 times target range.

Among other highlights in 2024, the company:

•Expanded its Industrial Motion segment with the acquisition of CGI, Inc., a manufacturer of precision drive systems for the high-growth medical robotics and automation sectors;

•Increased its quarterly dividend, with 2024 marking its eleventh consecutive year of higher annual dividends. In total, Timken returned $136.6 million to shareholders during the year through dividends and the repurchase of 500 thousand shares of company stock;

•Executed a CEO succession plan and welcomed Tarak Mehta to Timken as its new president and CEO in September; and

•Was named one of the world’s most innovative companies by Fast Company, and one of the World’s Most Ethical Companies® for the 13th time by Ethisphere Institute, reflecting the company’s continued commitment to customer-centric innovation and corporate social responsibility.

Fourth-Quarter 2024 Segment Results1

Engineered Bearings sales of $707.7 million decreased 2.3 percent from the same period a year ago. The decrease was driven primarily by lower demand in Europe and unfavorable foreign currency translation, partially offset by higher industrial distribution demand in the Americas and Asia.

Adjusted EBITDA in the quarter was $122.0 million or 17.2 percent of sales, compared with $132.5 million or 18.3 percent of sales in the fourth quarter of last year. The decrease in adjusted EBITDA was driven primarily by the impact of lower volume, higher manufacturing and logistics costs, and unfavorable foreign currency, partially offset by favorable price/mix.

Industrial Motion sales of $365.9 million decreased 0.3 percent compared with the same period a year ago, as higher drive systems revenue and the benefit of acquisitions was slightly more than offset by lower demand across most other platforms.

Adjusted EBITDA in the quarter was $70.7 million or 19.3 percent of sales, compared with $81.6 million or 22.2 percent of sales in the fourth quarter of last year. The decrease in adjusted EBITDA was driven primarily by lower volume and higher manufacturing costs compared to last year, partially offset by favorable price/mix, lower SG&A expenses and the benefit of acquisitions.

1 Following a review of the metrics management utilizes to evaluate segment performance, the company has changed its primary measurement of segment profit and loss to segment adjusted EBITDA and segment adjusted EBITDA margin instead of segment EBITDA and segment EBITDA margin, which were used previously.


2

2025 Outlook

Given the continued economic uncertainty across the globe, the company is planning for 2025 revenue in the range of -4% to -1% in total compared to 2024, including unfavorable foreign currency translation. Timken is setting an initial outlook for 2025 earnings per diluted share in the range of $4.30 to $4.80 and adjusted earnings per diluted share in the range of $5.30 to $5.80. The company is implementing cost reduction actions that are expected to generate gross savings of approximately $75 million in 2025.

“We expect global economic conditions to remain challenging to start the year,” said Mehta. “Our team is focused on operational excellence and other initiatives to deliver resilient performance in 2025. We expect margins to be supported by cost-reduction actions and are planning to generate higher free cash flow with improved working capital performance.”

Mehta concluded, “We believe margins are near trough levels, and Timken is well positioned to capitalize on an industrial recovery when it occurs. Looking ahead, I see many opportunities to strengthen our product portfolio, improve our performance, and deliver higher returns for Timken shareholders.”

Conference Call Information

Timken will host a conference call today at 11 a.m. Eastern Time to review its financial results. Presentation materials will be available online in advance of the call for interested investors and securities analysts.


Conference Call:			Wednesday, February 5, 2025
			11:00 a.m. Eastern Time
			Live Dial-In: 833-470-1428
			Or 404-975-4839
			Access Code: 414077
			(Call in 10 minutes prior to be included.)

Conference Call Replay:			Replay Dial-In available through
			February 19, 2025:
			866-813-9403 or 929-458-6194
			Replay Passcode: 372475

Live Webcast:			http://investors.timken.com

Register in advance:			https://tmkn.biz/41ZeOW8


3

About The Timken Company

The Timken Company (NYSE: TKR; www.timken.com), a global technology leader in engineered bearings and industrial motion, designs a growing portfolio of next-generation products for diverse industries. For more than 125 years, Timken has used its specialized expertise to innovate and create customer-centric solutions that increase reliability and efficiency. Timken posted $4.6 billion in sales in 2024 and employs approximately 19,000 people globally, operating from 45 countries.

Certain statements in this release (including statements regarding the company's forecasts, estimates, plans and expectations) that are not historical in nature are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, the statements related to expectations regarding the company's future financial performance, including information under the heading “2025 Outlook," are forward-looking.

The company cautions that actual results may differ materially from those projected or implied in forward-looking statements due to a variety of important factors, including: the finalization of the company's financial statements for the fourth quarter and full-year of 2024; fluctuations in customer demand for the company's products or services; unanticipated changes in business relationships with customers or their purchases from the company; changes in the financial health of the company's customers, which may have an impact on the company's revenues, earnings and impairment charges; logistical issues associated with port closures, delays or increased costs; the impact of changes to the company’s accounting methods; political risks associated with government instability; recent world events that have increased the risks posed by international trade disputes, tariffs, sanctions and hostilities; strained geopolitical relations between countries in which we have significant operations; weakness in global or regional general economic conditions and capital markets (as a result of financial stress affecting the banking system or otherwise); changes in wages, shipping costs, raw material costs, energy and fuel prices, and other production costs; the company’s ability to satisfy its obligations under its debt agreements and renew or refinance borrowings on favorable terms; fluctuations in currency valuations or interest rates; changes in the expected costs associated with product warranty claims; the ability to achieve satisfactory operating results in the integration of acquired companies, including realizing any accretion, synergies, and expected cashflow generation within expected timeframes or at all; the company’s ability to effectively adjust prices for its products in response to changing dynamics; 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; the introduction of new disruptive technologies; unplanned plant shutdowns; the effects of government-imposed restrictions, commercial requirements, and company goals associated with climate change and emissions or other sustainability initiatives; unanticipated litigation, claims, investigations remediation, or assessments; the rapidly evolving global regulatory landscape and the corresponding heightened operational complexity and compliance risks; restrictions on the use of, or claims or remediation associated with, per- and polyfluoroalkyl substances or polytetrafluoroethylene; the company’s ability to maintain positive relations with unions and works councils; the company’s ability to compete for skilled labor and to attract, retain and develop management, other key employees, and skilled personnel; negative impacts to the company’s operations or financial position as a result of pandemics, epidemics, or other public health concerns and associated governmental measures; and the company's ability to complete and achieve the benefits of announced plans, programs, initiatives, acquisitions, capital investments, and cost reduction actions. Additional factors are discussed in the company's filings with the Securities and Exchange Commission, including the company's Annual Report on Form 10-K for the year ended Dec. 31, 2023, quarterly reports on Form 10-Q and current reports on Form 8-K. 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.

###

Media Relations:

Scott Schroeder

234.262.6420

scott.schroeder@timken.com

Investor Relations:

Neil Frohnapple

234.262.2310

investors@timken.com


4


The Timken Company
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in millions, except share data) (Unaudited)
	Three Months Ended December 31,				Twelve Months Ended December 31,
	2024		2023		2024		2023
Net sales	$	1,073.6	$	1,091.2	$	4,573.0	$	4,769.0
Cost of products sold	748.5		759.9		3,132.3		3,259.9

Selling, general & administrative expenses	187.5		189.5		752.0		740.8
Amortization of intangible assets	19.3		17.4		78.0		65.7

Impairment and restructuring charges	5.3		5.2		13.4		45.5
Gain on sale of real estate	—		—		(13.8)		—
Operating Income	113.0		119.2		611.1		657.1
Non-service pension and other postretirement income (expense)	0.3		(23.2)		(2.6)		(24.0)
Other income (expense), net	1.9		(7.0)		(4.1)		(1.2)

Interest expense, net	(24.4)		(27.5)		(110.2)		(101.4)
Income Before Income Taxes	90.8		61.5		494.2		530.5
Provision for income taxes	15.7		(0.4)		118.9		122.5
Net Income	75.1		61.9		375.3		408.0
Less: Net income attributable to noncontrolling interest	3.9		3.2		22.6		13.9
Net Income Attributable to The Timken Company	$	71.2	$	58.7	$	352.7	$	394.1

Net Income per Common Share Attributable to The Timken Company Common Shareholders
Basic Earnings per share	$	1.02	$	0.84	$	5.02	$	5.52
Diluted Earnings per share	$	1.01	$	0.83	$	4.99	$	5.47

Average Shares Outstanding	70,057,654		70,263,115		70,198,067		71,377,656
Average Shares Outstanding - assuming dilution	70,626,362		70,932,017		70,750,482		72,081,884


5


BUSINESS SEGMENTS
(Unaudited)
	Three Months Ended December 31,						Twelve Months Ended December 31,
(Dollars in millions)	2024			2023			2024			2023
Engineered Bearings
Net sales	$	707.7		$	724.2		$	3,034.3		$	3,257.7
Adjusted Earnings before interest, taxes, depreciation and amortization (EBITDA) (1)	$	122.0		$	132.5		$	608.2		$	682.6
Adjusted EBITDA Margin (1)	17.2		%	18.3		%	20.0		%	21.0		%
Industrial Motion
Net sales	$	365.9		$	367.0		$	1,538.7		$	1,511.3
Adjusted Earnings before interest, taxes, depreciation and amortization (EBITDA) (1)	$	70.7		$	81.6		$	306.5		$	319.8
Adjusted EBITDA Margin (1)	19.3		%	22.2		%	19.9		%	21.2		%
Unallocated corporate expense (1)	$	(14.5)		$	(18.7)		$	(69.9)		$	(62.7)


Consolidated
Net sales	$	1,073.6		$	1,091.2		$	4,573.0		$	4,769.0
Adjusted Earnings before interest, taxes, depreciation and amortization (EBITDA) (1)	$	178.2		$	195.4		$	844.8		$	939.7
Adjusted EBITDA Margin (1)	16.6		%	17.9		%	18.5		%	19.7		%

EBITDA is a non-GAAP measure defined as operating income plus other income (expense) and excluding depreciation and amortization. EBITDA Margin is a non-GAAP measure defined as EBITDA as a percentage of net sales. EBITDA and EBITDA Margin are important financial measures used in the management of the business, including decisions concerning the allocation of resources and assessment of performance. Management believes that reporting EBITDA and EBITDA Margin is useful to investors as these measures are representative of the core operations of the Company. See below for reconciliation of Consolidated EBITDA and Consolidated EBITDA Margin.


(1)Consolidated adjusted EBITDA is a non-GAAP measure defined as EBITDA less impairment, restructuring and reorganization charges, acquisition costs, including transaction costs and the amortization of the inventory step-up, actuarial gains and losses associated with the remeasurement of the Company's defined benefit pension and other postretirement benefit plans, property losses and recoveries, gains and losses on the sale of real estate and divestitures, and other items from time to time that are not part of the Company's core operations. Consolidated adjusted EBITDA Margin is a non-GAAP measure defined as Consolidated adjusted EBITDA as a percentage of net sales. Management believes Consolidated adjusted EBITDA and Consolidated adjusted EBITDA Margin are important financial measures used in the management of the business, including decisions concerning the allocation of resources and assessment of performance. Management believes that reporting adjusted EBITDA and adjusted EBITDA Margin is useful to investors as these measures are representative of the core operations of the Company. See below for reconciliation of Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA Margin. Segment Adjusted EBITDA is the measurement of segment profit and loss. The Company's Chief Operating Decision Maker ("CODM") utilizes Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin to evaluate segment performance and allocates resources. See the Company's Form 10-K for a reconciliation of Segment Adjusted EBITDA to income before income taxes.


6


CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)	(Unaudited)
	December 31, 2024		December 31, 2023
ASSETS
Cash and cash equivalents	$	373.2	$	418.9
Restricted cash	0.4		0.4
Accounts receivable, net	664.6		671.7
Unbilled receivables	140.8		144.5
Inventories, net	1,195.6		1,229.1
Other current assets	142.3		170.3
Total Current Assets	2,516.9		2,634.9
Property, plant and equipment, net	1,306.9		1,311.9
Operating lease assets	130.6		119.7
Goodwill and other intangible assets	2,389.8		2,401.0


Other assets	66.8		74.2
Total Assets	$	6,411.0	$	6,541.7
LIABILITIES
Accounts payable	$	321.7	$	367.2
Short-term debt, including current portion of long-term debt	13.0		605.6

Income taxes	24.4		19.9
Accrued expenses	461.4		478.6
Total Current Liabilities	820.5		1,471.3
Long-term debt	2,049.7		1,790.3
Accrued pension benefits	157.7		172.3
Accrued postretirement benefits	29.8		30.2
Long-term operating lease liabilities	84.0		78.7
Other non-current liabilities	285.2		296.5
Total Liabilities	3,426.9		3,839.3
EQUITY
The Timken Company shareholders' equity	2,826.5		2,582.4
Noncontrolling interest	157.6		120.0
Total Equity	2,984.1		2,702.4
Total Liabilities and Equity	$	6,411.0	$	6,541.7


7


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended December 31,				Twelve Months Ended December 31,
(Dollars in millions)	2024		2023		2024		2023
Cash Provided by (Used in)
OPERATING ACTIVITIES
Net Income	$	75.1	$	61.9	$	375.3	$	408.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	56.2		52.3		221.8		201.3
Impairment charges	1.5		—		3.5		33.2

Stock-based compensation expense	9.2		7.7		25.9		30.6
Pension and other postretirement expense	0.4		23.9		5.3		26.5
Pension and other postretirement benefit contributions and payments	(3.3)		(5.7)		(26.2)		(29.8)
Changes in operating assets and liabilities:
Accounts receivable	74.3		58.6		(14.2)		71.6
Unbilled receivables	21.6		(8.1)		3.3		(40.4)
Inventories	22.1		24.4		9.6		72.0
Accounts payable	(20.4)		1.4		(37.1)		(57.4)
Accrued expenses	(18.2)		(33.2)		(7.1)		(47.6)
Income taxes	(34.5)		(56.8)		(63.5)		(120.0)
Other, net	(5.5)		1.9		(21.0)		(2.8)
Net Cash Provided by Operating Activities	$	178.5	$	128.3	$	475.6	$	545.2
INVESTING ACTIVITIES
Capital expenditures	$	(53.6)	$	(52.9)	$	(170.0)	$	(187.8)
Acquisitions, net of cash received	0.3		(174.1)		(167.4)		(638.8)

Proceeds from divestitures, net of cash divested, and disposals of property, plant and equipment	0.1		9.1		17.9		15.3
Investments in short-term marketable securities, net	(1.3)		11.3		15.2		5.7
Other, net	(0.1)		(0.7)		(0.3)		(0.9)
Net Cash Used in Investing Activities	$	(54.6)	$	(207.3)	$	(304.6)	$	(806.5)
FINANCING ACTIVITIES
Cash dividends paid to shareholders	$	(23.9)	$	(23.2)	$	(96.1)	$	(94.0)
Purchase of treasury shares	(9.1)		(32.5)		(40.5)		(250.9)
Proceeds from exercise of stock options	0.1		0.5		5.6		21.8
Payments related to tax withholding for stock-based compensation	—		(0.6)		(10.0)		(17.0)
Net (payments) proceeds from credit facilities	(77.1)		186.1		(533.2)		223.9
Net (payments) proceeds on long-term debt	(30.6)		(14.5)		254.9		184.0
Proceeds on sale of shares in Timken India Limited	—		—		232.3		284.8
Other, net	—		(4.4)		(7.8)		(5.5)
Net Cash (Used in) Provided by Financing Activities	$	(140.6)	$	111.4	$	(194.8)	$	347.1
Effect of exchange rate changes on cash	(23.1)		11.8		(21.9)		(7.2)
(Decrease) Increase in Cash, Cash Equivalents and Restricted Cash	$	(39.8)	$	44.2	$	(45.7)	$	78.6
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	413.4		375.1		419.3		340.7
Cash, Cash Equivalents and Restricted Cash at End of Period	$	373.6	$	419.3	$	373.6	$	419.3


8


Reconciliations of Adjusted Net Income to GAAP Net Income and Adjusted Earnings Per Share to GAAP Earnings Per Share:
(Unaudited)
The following reconciliation is provided as additional relevant information about the Company's performance deemed useful to investors. Management believes that the non-GAAP measures of adjusted net income and adjusted diluted earnings per share are important financial measures used in the management of the business, including decisions concerning the allocation of resources and assessment of performance. Management believes that reporting adjusted net income and adjusted diluted earnings per share is useful to investors as these measures are representative of the Company's core operations.

(Dollars in millions, except share data)	Three Months Ended December 31,								Twelve Months Ended December 31,
	2024		EPS		2023		EPS		2024		EPS		2023		EPS
Net Income Attributable to The Timken Company	$	71.2	$	1.01	$	58.7	$	0.83	$	352.7	$	4.99	$	394.1	$	5.47

Adjustments: (1)
Acquisition intangible amortization	$	19.3			$	17.4			$	78.0			$	65.7
Impairment, restructuring and reorganization charges (2)	6.3				12.2				19.1				60.1
Corporate pension and other postretirement benefit related (income) expense (3)	(1.3)				22.3				(1.3)				20.6

Acquisition-related charges (4)	2.2				19.0				13.0				31.8


Loss (gain) on divestitures and sale of certain assets (5)	—				0.7				(14.7)				(5.2)
Tax indemnification and related items	(1.1)				—				(1.1)				—
CEO succession expenses (6)	1.0				—				3.7				—
Property losses and related expenses (7)	0.1				—				1.2				—
Noncontrolling interest of above adjustments	—				(0.1)				(0.2)				(2.1)

Provision for income taxes (8)	(16.2)				(32.9)				(41.0)				(56.9)
Total Adjustments:	10.3		0.15		38.6		0.54		56.7		0.80		114.0		1.58
Adjusted Net Income Attributable to The Timken Company	$	81.5	$	1.16	$	97.3	$	1.37	$	409.4	$	5.79	$	508.1	$	7.05

(1) Adjustments are pre-tax, with the net tax provision listed separately.

(2) Impairment, restructuring and reorganization charges (including items recorded in cost of products sold) relate to: (i) plant closures; (ii) the rationalization of certain plants; (iii) severance related to cost reduction initiatives; (iv) impairment of assets; and (v) related depreciation and amortization. Impairment, restructuring and reorganization charges for 2023 included $28.3 million related to the impairment of goodwill. The Company re-assesses its operating footprint and cost structure periodically, and makes adjustments as needed that result in restructuring charges. However, management believes these actions are not representative of the Company’s core operations.

(3) Corporate pension and other postretirement benefit related (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 the Retirement Benefit Plans and Other Postretirement Benefit Plans footnotes within the Company's annual reports on Form 10-K and quarterly reports on Form 10-Q for additional discussion.



(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 sale of certain assets. Gain on divestitures and sale of certain assets for twelve months ended December 31, 2024 included $13.8 million gain related to the sale of the Gaffney, South Carolina plant.

(6) On March 26, 2024, the Company announced that Richard G. Kyle, President and Chief Executive Officer (“CEO”) of the Company would be retiring from his position as CEO and that Tarak Mehta would be appointed CEO on September 5, 2024. CEO succession expenses include the acceleration of certain stock compensation awards for Mr. Kyle and other one-time costs associated with the transition.

(7) Represents property loss and related expenses incurred during the periods presented resulting from a fire that occurred during the second quarter of 2024 at one of the Company's plants in Slovakia.

(8) 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.


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Reconciliation of EBITDA to GAAP Net Income, EBITDA Margin to Net Income as a Percentage of Sales, and EBITDA Margin, After Adjustments, to Net Income as a Percentage of Sales, and EBITDA, After Adjustments, to Net Income:
(Unaudited)
The following reconciliation is provided as additional relevant information about the Company's performance deemed useful to investors. Management believes consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP measure that is useful to investors as it is representative of the Company's performance and that it is appropriate to compare GAAP net income to consolidated EBITDA. Management also believes that adjusted EBITDA, adjusted EBITDA margin and EBITDA margin are useful to investors as they are representative of the Company's core operations and are used in the management of the business, including decisions concerning the allocation of resources and assessment of performance.

(Dollars in millions)	Three Months Ended December 31,								Twelve Months Ended December 31,
	2024		Percentage to Net Sales		2023		Percentage to Net Sales		2024		Percentage to Net Sales		2023		Percentage to Net Sales
Net Income	$	75.1	7.0	%	$	61.9	5.7	%	$	375.3	8.2	%	$	408.0	8.6	%

Provision for income taxes	15.7				(0.4)				118.9				122.5
Interest expense	28.0				30.8				125.1				110.7
Interest income	(3.6)				(3.3)				(14.9)				(9.3)
Depreciation and amortization	56.2				52.3				221.8				201.3
Consolidated EBITDA	$	171.4	16.0	%	$	141.3	12.9	%	$	826.2	18.1	%	$	833.2	17.5	%

Adjustments:
Impairment, restructuring and reorganization charges (1)	$	5.9			$	12.1			$	17.8			$	59.3
Corporate pension and other postretirement benefit related (income) expense (2)	(1.3)				22.3				(1.3)				20.6

Acquisition-related charges (3)	2.2				19.0				13.0				31.8


Loss (gain) on divestitures and sale of certain assets (4)	—				0.7				(14.7)				(5.2)
CEO succession expenses (5)	1.0				—				3.7				—
Property losses and related expenses (6)	0.1				—				1.2				—
Tax indemnification and related items	(1.1)				—				(1.1)				—

Total Adjustments	6.8		0.6	%	54.1		5.0	%	18.6		0.4	%	106.5		2.2	%
Adjusted EBITDA	$	178.2	16.6	%	$	195.4	17.9	%	$	844.8	18.5	%	$	939.7	19.7	%

(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 the Retirement Benefit Plans and Other Postretirement Benefit Plans footnotes within the Company's annual reports on Form 10-K and quarterly reports on Form 10-Q for additional discussion.



(3) Acquisition-related charges represent deal-related expenses associated with completed transactions and any resulting inventory step-up impact.

(4) Represents the net loss (gain) resulting from divestitures and sale of certain assets. Gain on divestitures and sale of certain assets for the twelve months ended December 31, 2024 included $13.8 million gain related to the sale of the Gaffney, South Carolina plant.

(5) On March 26, 2024, the Company announced that Richard G. Kyle, President and CEO of the Company would be retiring from his position as CEO and that Tarak Mehta would be appointed CEO on September 5, 2024. CEO succession expenses include the acceleration of certain stock compensation awards for Mr. Kyle and other one-time costs associated with the transition.





(6) Represents property loss and related expenses incurred during the periods presented resulting from a fire that occurred during the second quarter of 2024 at one of the Company's plants in Slovakia.


10


Reconciliation of Total Debt to Net Debt, the Ratio of Net Debt to Capital, and the Ratio of Net Debt to Adjusted EBITDA:
(Unaudited)
These reconciliations are provided as additional relevant information about the Company's financial position deemed useful to investors. Capital, used for the ratio of net debt to capital, is a non-GAAP measure defined as total debt less cash and cash equivalents plus total shareholders' equity. Management believes Net Debt, the Ratio of Net Debt to Capital, Adjusted EBITDA (see prior page), and the Ratio of Net Debt to Adjusted EBITDA are important measures of the Company's financial position, due to the amount of cash and cash equivalents on hand. 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 ability to cover its net debt obligations with results from its core operations.

(Dollars in millions)
					December 31, 2024			December 31, 2023
Short-term debt, including current portion of long-term debt					$	13.0		$	605.6
Long-term debt					2,049.7			1,790.3
Total Debt					$	2,062.7		$	2,395.9
Less: Cash and cash equivalents					(373.2)			(418.9)
Net Debt					$	1,689.5		$	1,977.0

Total Equity					$	2,984.1		$	2,702.4


Ratio of Net Debt to Capital					36.1		%	42.2		%

Adjusted EBITDA for the Twelve Months Ended					$	844.8		$	939.7

Ratio of Net Debt to Adjusted EBITDA					2.0			2.1

Reconciliation of Free Cash Flow to GAAP Net Cash Provided by Operating Activities:
(Unaudited)
Management believes that free cash flow is a non-GAAP measure that is useful to investors because it is a meaningful indicator of cash generated from operating activities available for the execution of its business strategy.

(Dollars in millions)
	Three Months Ended December 31,				Twelve Months Ended December 31,
	2024		2023		2024			2023
Net cash provided by operating activities	$	178.5	$	128.3	$	475.6		$	545.2
Less: capital expenditures	(53.6)		(52.9)		(170.0)			(187.8)
Free cash flow	$	124.9	$	75.4	$	305.6		$	357.4


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Reconciliation of Net Sales to Organic Sales

(Unaudited)

The following reconciliation is provided as additional relevant information about the Company's performance deemed useful to investors. Management believes that net sales, excluding the impact of acquisitions, divestitures and foreign currency exchange rate changes, allow investors and the Company to meaningfully evaluate the percentage change in net sales on a comparable basis from period to period.


	Twelve Months Ended December 31, 2024		Twelve Months Ended December 31, 2023		$ Change		% Change
Net sales	$	4,573.0	$	4,769.0	$	(196.0)	(4.1)	%
Less: Acquisitions and divestitures	113.7		—		113.7		NM
Currency	(33.6)		—		(33.6)		NM
Net sales, excluding the impact of acquisitions, divestitures and currency	$	4,492.9	$	4,769.0	$	(276.1)	(5.8)	%


Reconciliation of Adjusted Earnings per Share to GAAP Earnings per Share for Full Year 2025 Outlook:
(Unaudited)
The following reconciliation is provided as additional relevant information about the Company's outlook deemed useful to investors. Forecasted full year adjusted diluted earnings per share is an important financial measure that management believes is useful to investors as it is representative of the Company's expectation for the performance of its core business operations.

	Low End Earnings Per Share		High End Earnings Per Share
Forecasted full year GAAP diluted earnings per share	$	4.30	$	4.80

Forecasted Adjustments:

Impairment, restructuring and other special items, net (1)	0.20		0.20






Acquisition-related intangible amortization expense, net	0.80		0.80
Forecasted full year adjusted diluted earnings per share	$	5.30	$	5.80







(1) Impairment, restructuring and other special items, net do not include the impact of any potential future mark-to-market pension and other postretirement remeasurement adjustments, because the amounts will not be known until incurred.


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