Timken Co 10-Q for FY2026 Q3
Timken Co (TKR)
10-Q
2026-11-04
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
Timken Co filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.21B
- up 4.7% from $1.16B a year earlier
- Net income
- $93.8M
- up 35.4% from net income of $69.3M a year earlier
- Diluted EPS
- $1.34
- up 35.4% from $0.99 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
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 CO MPANY
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(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 | ||||||||||||||||||
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.
| ☒ | 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 October 31, 2026 | |||||||||||||
| Common Shares, without par value | ||||||||||||||
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in millions, except per share data) | |||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Impairment and restructuring charges | |||||||||||||||||||||||
| Gain on divestitures | ( | ( | |||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Non-service pension and other postretirement expense | ( | ( | ( | ( | |||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income Before Income Taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net Income | |||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | |||||||||||||||||||||||
| Net Income Attributable to The Timken Company | $ | $ | $ | $ | |||||||||||||||||||
| Net Income per Common Share Attributable to The Timken Company Common Shareholders | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to the Consolidated Financial Statements.
Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | ||||||||||||||||||||
| Pension and postretirement liability adjustments | ( | ( | ( | ( | |||||||||||||||||||
| Change in fair value of derivative financial instruments | ( | ||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income, net of tax | |||||||||||||||||||||||
| Less: comprehensive income (loss) attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Comprehensive income attributable to The Timken Company | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to the Consolidated Financial Statements.
1
Consolidated Balance Sheets
| (Unaudited) | |||||||||||
| (Dollars in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Accounts receivable, less allowances (2026 - $ | |||||||||||
| Unbilled receivables | |||||||||||
| Inventories, net | |||||||||||
| Deferred charges and prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total Current Assets | |||||||||||
| Property, Plant and Equipment, net | |||||||||||
| Other Assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Operating lease assets | |||||||||||
| Deferred income taxes | |||||||||||
| Other non-current assets | |||||||||||
| Total Other Assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable, trade | $ | $ | |||||||||
| Short-term debt, including current portion of long-term debt | |||||||||||
| Salaries, wages and benefits | |||||||||||
| Income taxes payable | |||||||||||
| Other current liabilities | |||||||||||
| Total Current Liabilities | |||||||||||
| Non-Current Liabilities | |||||||||||
| Long-term debt | |||||||||||
| Accrued pension benefits | |||||||||||
| Accrued postretirement benefits | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Other non-current liabilities | |||||||||||
| Total Non-Current Liabilities | |||||||||||
| Shareholders’ Equity | |||||||||||
| Class I and II Serial Preferred Stock, without par value: | |||||||||||
Authorized – | |||||||||||
| Common shares, without par value: | |||||||||||
Authorized – | |||||||||||
Issued (including shares in treasury) (2026 – 2025 – | |||||||||||
| Stated capital | |||||||||||
| Other paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury shares at cost (2026 – | ( | ( | |||||||||
| Total Shareholders’ Equity | |||||||||||
| Noncontrolling Interest | |||||||||||
| Total Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
See accompanying Notes to the Consolidated Financial Statements.
2
Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Dollars in millions) | |||||||||||
| CASH PROVIDED (USED) | |||||||||||
| Operating Activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Impairment charges | |||||||||||
| Loss (gain) on sale of assets | ( | ||||||||||
| Gain on divestitures | ( | ||||||||||
| Deferred income tax expense (benefit) | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Pension and other postretirement expense | |||||||||||
| Pension and other postretirement benefit contributions and payments | ( | ( | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Unbilled receivables | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Accounts payable, trade | |||||||||||
| Other accrued expenses | |||||||||||
| Income taxes | ( | ( | |||||||||
| Other, net | |||||||||||
| Net Cash Provided by Operating Activities | |||||||||||
| Investing Activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
Acquisitions, net of cash acquired of $ | ( | ||||||||||
| Proceeds from disposal of property, plant and equipment | |||||||||||
| Proceeds from divestitures | |||||||||||
| Investments in short-term marketable securities, net | ( | ||||||||||
| Other, net | ( | ||||||||||
| Net Cash Used in Investing Activities | ( | ( | |||||||||
| Financing Activities | |||||||||||
| Cash dividends paid to shareholders | ( | ( | |||||||||
| Purchase of treasury shares | ( | ( | |||||||||
| Proceeds from exercise of stock options | |||||||||||
| Payments related to tax withholding for stock-based compensation | ( | ( | |||||||||
| Borrowings on accounts receivable facility | |||||||||||
| Payments on accounts receivable facility | ( | ( | |||||||||
| Proceeds from long-term debt | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| Deferred financing costs | ( | ||||||||||
| Short-term debt activity, net | ( | ( | |||||||||
| Noncontrolling interest dividends paid | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net Cash Used in Financing Activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Increase in Cash, Cash Equivalents and Restricted Cash | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of year | |||||||||||
| Cash, Cash Equivalents and Restricted Cash at End of Period | $ | $ | |||||||||
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
Note 2 - Significant Accounting Policies
The Company's significant accounting policies are detailed in "Note 1 - Significant Accounting Policies" of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements:
New Accounting Guidance Issued and Not Yet Adopted:
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires that a public entity disclose detailed information about types of expense. Specifically, a public entity would disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation and (d) intangible asset amortization included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(d). In addition, a public entity should include certain amounts that are already required to be disclosed under current U.S. GAAP in the same disclosure as the other disaggregation requirements. A public entity would also disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and disclose the total amounts of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. For public entities, the new guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The new guidance should be applied either prospectively to financial statements issued after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company plans to apply the new guidance prospectively upon adoption. The Company's adoption of ASU 2024-03 is expected to result in enhanced disclosures.
4
Note 3 - Acquisitions and Divestitures
Acquisitions:
On March 18, 2026, the Company acquired certain assets and assumed certain liabilities in the United States ("U.S.") and acquired 100 % of the equity of the international affiliates of Bijur Delimon International ("Bijur Delimon"), a leading global designer and manufacturer of automated lubrication systems. Founded in 1872, Bijur Delimon operates manufacturing locations in the U.S., Europe and Asia Pacific. The acquisition of Bijur Delimon expands the Company's position in automated lubrication systems. The total purchase price for this acquisition was $123.1 million, net of cash acquired of $6.7 million. Results for Bijur Delimon are reported in the Industrial Motion segment. The Company incurred acquisition-related costs of $1.9 million to complete this acquisition. Acquisition costs are recorded in selling, general and administrative ("SG&A") expenses on the Consolidated Statements of Income.
The following table presents the preliminary purchase price allocation for the Bijur Delimon acquisition as of September 30, 2026:
| Preliminary Purchase Price Allocation | |||||
| Assets: | |||||
| Accounts receivable | $ | ||||
| Inventories | |||||
| Other current assets | |||||
| Property, plant and equipment | |||||
| Goodwill | |||||
| Other intangible assets | |||||
| Other non-current assets | |||||
| Total assets acquired | $ | ||||
| Liabilities: | |||||
| Accounts payable, trade | $ | ||||
| Salaries, wages and benefits | |||||
| Other current liabilities | |||||
| Deferred income taxes | |||||
| Other non-current liabilities | |||||
| Total liabilities assumed | $ | ||||
| Net assets acquired | $ | ||||
The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2026:
| 2026 | ||||||||
| Weighted- Average Life | ||||||||
| Trade names | $ | |||||||
| Technology and know-how | ||||||||
| Customer relationships | ||||||||
| Capitalized software | ||||||||
| Total intangible assets | $ | |||||||
5
Note 3 - Acquisitions and Divestitures (continued)
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 judgment related to future net cash flows, discount rates, competitive trends, market comparisons and other factors. As a result, the Company utilized third-party valuation specialists to assist in determining the fair value of certain assets. Inputs were generally determined by considering independent appraisals and historical data, supplemented by current and anticipated market conditions.
The amounts in the table above represent the preliminary purchase price allocation for Bijur Delimon. This purchase price allocation, including the residual amount allocated to goodwill, 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. The purchase price allocation for Bijur Delimon is preliminary as a result of the proximity of the acquisition date to September 30, 2026, and as a result 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 for 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.
On April 29, 2026, the Company entered into a definitive agreement to sell certain assets of its belts business to Gates Industrial Corporation Ltd. ("Gates"). During the second quarter of 2026, certain assets of the belts business met the held for sale criteria, and the Company reclassified its assets accordingly. As a result of the carrying value of the business exceeding the estimated sales price less costs to sell, the Company recorded an impairment loss of $64.4 million for the three months ended June 30, 2026. On September 28, 2026, the Company completed the divestiture of the belts business. Due to a reduction in certain assets of the belts business, the Company reduced the impairment loss by $11.0 million during the three months ended September 30, 2026. The belts business had net sales of $88.0 million for the nine months ended September 30, 2026 and $105.2 million for the twelve months ended December 31, 2025. Operating results of the belts business were included in the Industrial Motion segment. The Company recorded proceeds of $26.3 million on the sale of the belts business. The Company will be providing transition services for a customary period of time.
6
Note 4 - Segment Information
The Company operates under two
The following tables provide segment financial information and a reconciliation of segment results to consolidated results:
For the three months ended September 30, 2026:
| Engineered Bearings | Industrial Motion | Total | |||||||||
| Net sales | $ | $ | $ | ||||||||
Cost of products sold (1) | ( | ( | |||||||||
Selling, general and administrative expenses (2) | ( | ( | |||||||||
Other segment items (3) | ( | ||||||||||
Depreciation and amortization (4) | |||||||||||
| Adjusted EBITDA for reportable segments | $ | $ | $ | ||||||||
| Unallocated corporate expense | ( | ||||||||||
| Impairment, restructuring and reorganization charges | ( | ||||||||||
| Acquisition-related charges | ( | ||||||||||
| Gain on the sale of certain assets | |||||||||||
| Belts impairment, restructuring and reorganization charges | |||||||||||
| Depreciation and amortization | ( | ||||||||||
| Interest expense | ( | ||||||||||
| Interest income | |||||||||||
| Income before income taxes | $ | ||||||||||
For the nine months ended September 30, 2026:
| Engineered Bearings | Industrial Motion | Total | |||||||||
| Net sales | $ | $ | $ | ||||||||
Cost of products sold (1) | ( | ( | |||||||||
Selling, general and administrative expenses (2) | ( | ( | |||||||||
Other segment items (3) | ( | ||||||||||
Depreciation and amortization (4) | |||||||||||
| Adjusted EBITDA for reportable segments | $ | $ | $ | ||||||||
| Unallocated corporate expense | ( | ||||||||||
| Impairment, restructuring and reorganization charges | ( | ||||||||||
| Acquisition-related charges | ( | ||||||||||
| Belts impairment, restructuring and reorganization charges | ( | ||||||||||
| Gain on the sale of certain assets | |||||||||||
| Depreciation and amortization | ( | ||||||||||
| Interest expense | ( | ||||||||||
| Interest income | |||||||||||
| Income before income taxes | $ | ||||||||||
7
Note 4 - Segment Information (continued)
For the three months ended September 30, 2025:
| Engineered Bearings | Industrial Motion | Total | |||||||||
| Net sales | $ | $ | $ | ||||||||
Cost of products sold (1) | ( | ( | |||||||||
Selling, general and administrative expenses (2) | ( | ( | |||||||||
Other segment items (3) | ( | ||||||||||
Depreciation and amortization (4) | |||||||||||
| Adjusted EBITDA for reportable segments | $ | $ | $ | ||||||||
| Unallocated corporate expense | ( | ||||||||||
| Impairment, restructuring and reorganization charges | ( | ||||||||||
| Gain on the sale of certain assets | |||||||||||
| CEO transition expenses | ( | ||||||||||
| Depreciation and amortization | ( | ||||||||||
| Interest expense | ( | ||||||||||
| Interest income | |||||||||||
| Income before income taxes | $ | ||||||||||
For the nine months ended September 30, 2025:
| Engineered Bearings | Industrial Motion | Total | |||||||||
| Net sales | $ | $ | $ | ||||||||
Cost of products sold (1) | ( | ( | |||||||||
Selling, general and administrative expenses (2) | ( | ( | |||||||||
Other segment items (3) | ( | ||||||||||
Depreciation and amortization (4) | |||||||||||
| Adjusted EBITDA for reportable segments | $ | $ | $ | ||||||||
| Unallocated corporate expense | ( | ||||||||||
| Impairment, restructuring and reorganization charges | ( | ||||||||||
| Gain on the sale of certain assets | |||||||||||
| CEO transition expenses | ( | ||||||||||
| Depreciation and amortization | ( | ||||||||||
| Interest expense | ( | ||||||||||
| Interest income | |||||||||||
| Income before income taxes | $ | ||||||||||
(1) Cost of products sold excludes acquisition-related and reorganization charges.
(2) Selling, general, and administrative expenses exclude acquisition-related charges and CEO transition expenses.
(3) Other segment items are Other (expense) income, net and exclude the gain on the sale of certain assets.
(4) Depreciation and amortization excludes acquisition intangible amortization and depreciation recognized in reorganization charges, if any.
8
Note 4 - Segment Information (continued)
The following tables provide additional segment financial information:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets by Segment: | |||||||||||
| Engineered Bearings | $ | $ | |||||||||
| Industrial Motion | |||||||||||
Corporate (5) | |||||||||||
| $ | $ | ||||||||||
(5) Corporate assets include cash and cash equivalents and corporate buildings.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||
| Capital expenditures: | ||||||||||||||||||||
| Engineered Bearings | $ | $ | $ | $ | ||||||||||||||||
| Industrial Motion | ||||||||||||||||||||
| Corporate | ||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Depreciation and amortization: | ||||||||||||||||||||
| Engineered Bearings | $ | $ | $ | $ | ||||||||||||||||
| Industrial Motion | ||||||||||||||||||||
| Corporate | ||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
9
Note 5 - Revenue
The following table presents details deemed relevant to the users of the financial statements about total revenue for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended | Three Months Ended | |||||||||||||||||||
| September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Engineered Bearings | Industrial Motion | Total | Engineered Bearings | Industrial Motion | Total | |||||||||||||||
| United States | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Americas excluding the United States | ||||||||||||||||||||
| Europe / Middle East / Africa | ||||||||||||||||||||
| Asia-Pacific | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Nine Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Engineered Bearings | Industrial Motion | Total | Engineered Bearings | Industrial Motion | Total | |||||||||||||||
| United States | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Americas excluding the United States | ||||||||||||||||||||
| Europe / Middle East / Africa | ||||||||||||||||||||
| Asia-Pacific | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||
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 percentage of revenue by sales channel for the nine months ended September 30, 2026 and 2025:
| Nine Months Ended | Nine Months Ended | |||||||
| Revenue by sales channel | September 30, 2026 | September 30, 2025 | ||||||
| Original equipment manufacturers | ||||||||
| Distribution/direct to end users | ||||||||
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 and type of customer is also relevant. During the nine months ended September 30, 2026 and 2025, approximately 9 7
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 $166 million at September 30, 2026.
10
Note 5 - Revenue (continued)
Unbilled Receivables:
The following table contains a rollforward of unbilled receivables for the nine months ended September 30, 2026 and the twelve months ended December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||
| Beginning balance, January 1 | $ | $ | ||||||
| Additional unbilled revenue recognized | ||||||||
| Less: amounts billed to customers | ( | ( | ||||||
| Ending balance | $ | $ | ||||||
There were no
Deferred Revenue:
The following table contains a rollforward of deferred revenue for the nine months ended September 30, 2026 and the twelve months ended December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||
| Beginning balance, January 1 | $ | $ | ||||||
| Revenue received or billed in advance of recognition | ||||||||
| Less: revenue recognized | ( | ( | ||||||
| Acquisitions, net of divestitures | ||||||||
| Ending balance | $ | $ | ||||||
11
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||
| Provision for income taxes | $ | $ | $ | $ | ||||||||||||||||
| Effective tax rate | % | % | % | % | ||||||||||||||||
Income tax expense for the three and nine months ended September 30, 2026 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% due to the actual and projected mix of earnings in non-U.S. jurisdictions with relatively higher tax rates, U.S. state and local income taxes, and other permanent differences (net).
The effective tax rate of 29.0 % for the three months ended September 30, 2026 was lower than the effective tax rate for the three months ended September 30, 2025 primarily due to a decrease in the mix of earnings in non-U.S. jurisdictions with relatively higher tax rates.
The effective tax rate of 28.8 % for the nine months ended September 30, 2026 was higher than the effective tax rate for the nine months ended September 30, 2025 primarily due to favorable discrete items recognized in the prior-year period related to the reversal of accruals for uncertain tax positions to account for the expiration of the statutes of limitations in jurisdictions outside the U.S.
12
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 nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income attributable to The Timken Company | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average number of shares outstanding - basic | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Stock options and awards - based on the treasury stock method | |||||||||||||||||||||||
| Weighted average number of shares outstanding assuming dilution of stock options and awards | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
The dilutive effect of performance-based restricted stock units is taken into account once they have met 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 no antidilutive stock awards, including performance-based restricted stock units and restricted stock units, outstanding during the three months ended September 30, 2026, and there were 794 antidilutive stock awards outstanding during the nine months ended September 30, 2026. In addition, there were 58,460 and 66,550 antidilutive stock awards, including performance-based restricted stock units and restricted stock units, outstanding during the three and nine months ended September 30, 2025, respectively.
Note 8 - Inventories
The components of inventories at September 30, 2026 and December 31, 2025 were as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Manufacturing supplies | $ | $ | |||||||||
| Raw materials | |||||||||||
| Work in process | |||||||||||
| Finished products | |||||||||||
| Subtotal | |||||||||||
| Allowance for obsolete and surplus inventory | ( | ( | |||||||||
| Total inventories, net | $ | $ | |||||||||
Inventories are valued at net realizable value, with approximately 57 % valued on the first-in, first-out ("FIFO") method and the remaining 43 % 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 as of September 30, 2026 and December 31, 2025 was $339.4 million and $312.0 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 current 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.
13
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. Goodwill and indefinite-lived intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
The Company reviews goodwill for impairment 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 nine months ended September 30, 2026 were as follows:
| Engineered Bearings | Industrial Motion | Total | ||||||||||||
| Beginning balance, January 1 | $ | $ | $ | |||||||||||
| Acquisitions | ||||||||||||||
| Foreign currency translation adjustments and other changes | ( | ( | ( | |||||||||||
| Ending balance | $ | $ | $ | |||||||||||
The acquisition of Bijur Delimon added goodwill of $53.5 million in 2026. Goodwill arising from this acquisition is attributed to the expected synergies, including future cost savings, and other benefits expected to be generated by combining the companies. The Company is still evaluating the tax deductibility of goodwill from the Bijur Delimon acquisition, but it expects goodwill to be deductible for tax purposes in the U.S.
The following table displays intangible assets as of September 30, 2026 and December 31, 2025:
| Balance at September 30, 2026 | Balance at December 31, 2025 | |||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Intangible assets subject to amortization: | ||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||
| Technology and know-how | ( | ( | ||||||||||||||||||
| Trade names | ( | ( | ||||||||||||||||||
| Capitalized software | ( | ( | ||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||
| $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||
| Intangible assets not subject to amortization: | ||||||||||||||||||||
| Trade names | $ | $ | $ | $ | ||||||||||||||||
| FAA air agency certificates | ||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||
14
Note 10 - Other Current Liabilities
The following table displays other current liabilities as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||
| Deferred revenue | $ | $ | ||||||
| Sales rebates | ||||||||
| Operating lease liabilities | ||||||||
| Taxes other than income and payroll taxes | ||||||||
| Interest | ||||||||
| Freight and duties | ||||||||
| Unprocessed invoices | ||||||||
| Professional fees | ||||||||
| Product warranty | ||||||||
| Restructuring | ||||||||
| Current derivative liability | ||||||||
| Other | ||||||||
| Total other current liabilities | $ | $ | ||||||
15
Note 11 - Financing Arrangements
Short-term debt at September 30, 2026 and December 31, 2025 was as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
Borrowings under lines of credit for certain of the Company’s foreign subsidiaries with various banks with interest rates ranging from to | $ | $ | |||||||||
| Short-term debt | $ | $ | |||||||||
Lines of credit for certain of the Company's foreign subsidiaries provide for short-term borrowings. Most of these lines of credit are uncommitted. At September 30, 2026, the Company’s foreign subsidiaries had borrowings outstanding of $10.8 million and bank guarantees of $5.4 million.
Long-term debt at September 30, 2026 and December 31, 2025 was as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
Variable-rate Senior Credit Facility, with an average interest rate of U.S. dollars and at December 31, 2025 | $ | $ | |||||||||
Fixed-rate Euro Senior Unsecured Notes(1), maturing on September 7, 2027, with an interest rate of | |||||||||||
Variable-rate Term Loan(1), originally due to mature on December 5, 2027, with an interest rate | |||||||||||
Fixed-rate Medium-Term Notes, Series A(1), maturing at various dates through May 2028, with interest rates ranging from | |||||||||||
Fixed-rate Senior Unsecured Notes(1), maturing on December 15, 2028, with an interest rate of | |||||||||||
Fixed-rate Senior Unsecured Notes(1), maturing on April 1, 2032, with an interest rate of | |||||||||||
Fixed-rate Euro Senior Unsecured Notes(1), maturing on May 23, 2034, with an interest rate of | |||||||||||
Fixed-rate Euro Bank Loan, maturing on June 30, 2033, with an interest rate of | |||||||||||
| Other | |||||||||||
| Total debt | $ | $ | |||||||||
| Less: current maturities | |||||||||||
| Long-term debt | $ | $ | |||||||||
16
Note 11 - Financing Arrangements (continued)
On December 5, 2025, the Company renewed the Amended and Restated Asset Securitization Agreement (the "Accounts Receivable Facility"). The $100 million Accounts Receivable Facility matures on November 30, 2028. On September 17, 2026, the Company exercised the accordion feature within the Accounts Receivable Facility, increasing the availability under the facility from $100 million to $125 million. 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 by certain borrowing base limitations; however, availability under the Accounts Receivable Facility was not reduced by any such borrowing base limitations at September 30, 2026. As of September 30, 2026, there were no outstanding borrowings under the Accounts Receivable Facility; however, the Company issued standby letters of credit of $22.9 million under the Accounts Receivable Facility, reducing the availability to $102.1 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 July 2, 2026, the Company entered into the Sixth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), which provides for a $1.2 billion unsecured revolving credit facility ("Senior Credit Facility") that will mature on July 2, 2031, with two potential one-year extension options subject to customary terms and conditions. Upon entering into the Amended Credit Agreement, the Company paid the remaining balance of $85 million on the $400 million unsecured term loan facility ("2027 Term Loan"), which was set to mature on December 5, 2027, utilizing the Senior Credit Facility. The interest rates under the Amended Credit Agreement are based on Secured Overnight Financing Rate ("SOFR") for U.S. dollar borrowings and Euro Interbank Offered Rate (“EURIBOR”) for Euro borrowings. At September 30, 2026, the Senior Credit Facility had $169.0 million in outstanding borrowings, which reduced the availability to $1.03 billion. The Amended Credit Agreement has two financial covenants: a consolidated net leverage ratio and a consolidated interest coverage ratio.
At September 30, 2026, 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 certain insurance contracts and indirect taxes. At September 30, 2026, outstanding letters of credit totaled $65.5 million, most with expiration dates within 12 months. These outstanding letters of credit include $22.9 million issued under the Accounts Receivable Facility, as mentioned above.
The maturities of long-term debt (including $6.1 million of finance leases) subsequent to September 30, 2026 are as follows:
| Year | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
The table above excludes $11.7 million of unamortized discounts and fees that are netted against long-term debt and $0.4 million of imputed interest netted against finance leases at September 30, 2026.
17
Note 12 - Supply Chain Financing
The Company offers a supplier finance program with 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 whereby the Company pays the financial institution per the terms of any supplier invoice paid early under the program and pays an annual fee for the supplier finance platform subscription and related support. The Company or 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 nine months ended September 30, 2026 and twelve months ended December 31, 2025:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Confirmed obligations outstanding, January 1 | $ | $ | |||||||||||||||
| Invoices confirmed | |||||||||||||||||
| Confirmed invoices paid | ( | ( | |||||||||||||||
| Confirmed obligations outstanding, ending balance | $ | $ | |||||||||||||||
The obligations outstanding at September 30, 2026 and December 31, 2025 were included in accounts payable, trade on the Consolidated Balance Sheets.
Note 13 - Contingencies
The Company is responsible for environmental remediation at various manufacturing facilities presently or formerly operated by the Company. In addition, as described further below, the Company, through one of its subsidiaries, has 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 location. 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 12 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, 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 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.
In addition, governmental authorities in the U.S. and the European Union, among others, are increasingly focused on regulating per- and polyfluoroalkyl substances (“PFAS”). PFAS regulations are applicable to portions of the Company's products, and conditions may develop, arise or be discovered that create potentially significant environmental compliance or remediation liabilities at certain of its facilities. On November 4, 2022, the Company acquired GGB LLC ("GGB"), a global supplier of highly engineered and customized plain bearings and a leader in metal polymer bearings, from EnPro Holdings, Inc. ("EnPro"). Certain products of GGB contain polytetrafluoroethylene (“PTFE”), a type of PFAS. Under the Industrial Site Recovery Act (“ISRA”), certain businesses operating in New Jersey who undergo a change in ownership must assess potential areas of environmental concern and may then be required to conduct further investigation and/or remediation. EnPro has primary responsibility for complying with ISRA in connection with the 2022 sale of GGB and is in the process of conducting an environmental investigation at certain GGB facilities located in New Jersey.
18
Note 13 - Contingencies (continued)
The Company had total environmental accruals of $4.5 million and $4.6 million for various known environmental matters that are probable and reasonably estimable at September 30, 2026 and December 31, 2025, respectively, which includes the Lovejoy matter described above. These accruals were recorded based upon the best estimate of costs to be incurred considering 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. The ultimate resolution of these matters could result in actual costs that exceed amounts accrued.
Legal Matter:
On June 11, 2024, the Company's majority-owned subsidiary, Timken India Limited ("TIL"), received a government order claiming damages (penalties and interest) totaling approximately $12 million. The order relates to the closure of TIL’s retirement trust for employees and subsequent transfer of trust assets to the government-administered Employees’ Provident Fund Organization ("EFPO"). The order alleges that the surrender of trust assets did not follow applicable EFPO timing guidelines. TIL believes it fully complied with EFPO requirements and guidelines under the circumstances. TIL is disputing the merits of the order and has filed an appeal with the high court in India having jurisdiction over the matter. Management believes that relief will be provided to TIL once the matter is fully adjudicated; accordingly, no liability has been recorded. While no assurance can be given as to the ultimate outcome of this matter, the Company does not believe that the final resolution will have a material effect on the Company's consolidated financial position or liquidity; however, the effect of any future outcome may be material to the results of operations of any particular period in which costs, if any, are recognized.
Product Warranties:
In addition to the contingencies above, the Company provides limited warranties on certain of its products. The balances at the end of each respective period represent the best estimates of costs for existing and future claims for products that are still under warranty. The balances as of September 30, 2026 and December 31, 2025 primarily related to accruals for products sold into the wind energy sector. Accrual estimates are based on actual claims and expected trends that continue to mature. In addition, the Company continues to evaluate other claims raised by certain customers with respect to the performance of bearings sold into the wind energy sector. Management believes that the outcome of these claims will not have a material effect on the Company's consolidated financial position or liquidity; however, the effect of a change in our assessment 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 nine months ended September 30, 2026 and twelve months ended December 31, 2025:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Beginning balance, January 1 | $ | $ | |||||||||
| Expense | |||||||||||
| Payments | ( | ( | |||||||||
| Ending balance | $ | $ | |||||||||
The product warranty accrual at September 30, 2026 and December 31, 2025 was included in other current liabilities on the Consolidated Balance Sheets.
19
Note 14 - Equity
The following tables present the changes in the components of equity for the three and nine months ended September 30, 2026 and 2025, 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 June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
| Net income | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ( | ||||||||||||||||||||
Pension and other postretirement liability adjustments (net of income tax benefit of $ | ( | ( | |||||||||||||||||||||
| Change in fair value of derivative financial instruments, net of reclassifications | |||||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | ( | |||||||||||||||||||||
Dividends - $ | ( | ( | |||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
| Stock purchased at fair market value | ( | ( | |||||||||||||||||||||
| Stock option exercise activity | |||||||||||||||||||||||
| Payments related to tax withholding for stock-based compensation | ( | ( | |||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
| 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, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
| Net income | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ( | ||||||||||||||||||||
Pension and other postretirement liability adjustments (net of income tax benefit of $ | ( | ( | |||||||||||||||||||||
| Change in fair value of derivative financial instruments, net of reclassifications | |||||||||||||||||||||||
Dividends - $ | ( | ( | |||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | ( | |||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
| Stock purchased at fair market value | ( | ( | |||||||||||||||||||||
| Stock option exercise activity | |||||||||||||||||||||||
| Payments related to tax withholding for stock-based compensation | ( | ( | |||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
20
Note 14 - Equity (continued)
| The Timken Company Shareholders | |||||||||||||||||||||||
| Total | Stated Capital | Other Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) | Treasury Stock | Non- controlling Interest | |||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
| Net income | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ( | ||||||||||||||||||||
Pension and other postretirement liability adjustments (net of income tax benefit of $ | ( | ( | |||||||||||||||||||||
| Change in fair value of derivative financial instruments, net of reclassifications | |||||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | ( | |||||||||||||||||||||
Dividends - $ | ( | ( | |||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
| Stock option exercise activity | |||||||||||||||||||||||
| Payments related to tax withholding for stock-based compensation | ( | ( | |||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
| 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, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
| Net income | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ||||||||||||||||||||||
Pension and other postretirement liability adjustments (net of income tax benefit of $ | ( | ( | |||||||||||||||||||||
| Change in fair value of derivative financial instruments, net of reclassifications | ( | ( | |||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | ( | |||||||||||||||||||||
Dividends - $ | ( | ( | |||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
| Stock purchased at fair market value | ( | ( | |||||||||||||||||||||
| Stock option exercise activity | |||||||||||||||||||||||
| Payments related to tax withholding for stock-based compensation | ( | ( | |||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
21
Note 15 - Impairment and Restructuring Charges
Impairment and restructuring charges by segment are comprised of the following:
For the three months ended September 30, 2026:
| Engineered Bearings | Industrial Motion | Unallocated Corporate | Total | |||||||||||
| Impairment charges | $ | $ | ( | $ | $ | ( | ||||||||
| Severance and related benefit costs | ||||||||||||||
| Exit costs | ||||||||||||||
| Total | $ | $ | ( | $ | $ | |||||||||
For the nine months ended September 30, 2026:
| Engineered Bearings | Industrial Motion | Unallocated Corporate | Total | |||||||||||
| Impairment charges | $ | $ | $ | $ | ||||||||||
| Severance and related benefit costs | ||||||||||||||
| Exit costs | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
For the three months ended September 30, 2025:
| Engineered Bearings | Industrial Motion | Unallocated Corporate | Total | |||||||||||
| Severance and related benefit costs | $ | $ | $ | $ | ||||||||||
| Exit costs | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
For the nine months ended September 30, 2025:
| Engineered Bearings | Industrial Motion | Unallocated Corporate | Total | |||||||||||
| Severance and related benefit costs | $ | $ | $ | $ | ||||||||||
| Exit costs | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
The following discussion explains the more significant impairment and restructuring charges recorded for the periods presented; however, it is not intended to reflect a comprehensive discussion of all amounts included in the tables above.
Corporate:
On March 31, 2025, Timken announced that the Company and Tarak B. Mehta, the former President and CEO, had mutually agreed that Mr. Mehta would depart from the Company, including resigning as a member of the Company’s Board of Directors (the "Board"), effective immediately. During the three months ended March 31, 2025, the Company recorded severance expense of $9.3 million, plus related taxes, for Mr. Mehta's settlement arrangement and release of claims in connection with his termination without cause. $7.3 million of this amount was paid in 2025 and 2026, with the remaining amount to be paid in 2027.
22
Note 15 - Impairment and Restructuring Charges (continued)
Engineered Bearings:
On September 10, 2026, the Company announced the closure of its bearing manufacturing plant in Morgantown, North Carolina. The closure of this facility is expected to be completed by the end of the second quarter of 2027 and affect approximately 90 employees. The Company expects to incur approximately $5 million to $6 million of pretax costs in total related to this closure. During the nine months ended September 30, 2026, the Company recorded severance and related benefits of $2.0 million related to this closure. The Company has incurred cumulative pretax costs related to this closure of $2.2 million as of September 30, 2026, including rationalization costs recorded in cost of products sold.
On April 16, 2026, Andreas Roellgen ceased serving as Executive Vice President and President of Engineered Bearings of the Company effective as of the close of business that day. As an employee who is domiciled in Europe, Mr. Roellgen is subject to local legal requirements and process. During the nine months ended September 30, 2026, the Company recorded severance and related benefits of $4.4 million in connection with this action. The Company has incurred cumulative pretax costs related to this action of $5.4 million as of September 30, 2026, including the acceleration of stock compensation expense recorded in SG&A expense.
On May 14, 2025, the Company announced the closure of its bearing manufacturing plant in Heilbronn, Germany. The closure of this facility is expected to be completed by the end of 2026 and affect approximately 50 employees. The Company expects to incur approximately $12 million to $15 million of pretax costs in total related to this closure. During the nine months ended September 30, 2026, the Company recorded severance and related benefits of $3.3 million related to this closure. The Company has incurred cumulative pretax costs related to this closure of $12.1 million as of September 30, 2026, including rationalization costs recorded in cost of products sold.
Industrial Motion:
On April 29, 2026, the Company entered into a definitive agreement to sell certain assets of its belts business to Gates. During the three months ended June 30, 2026, the Company classified certain assets of the belts business as assets held for sale and recorded impairment charges of $64.4 million. The Company completed the sale of the belts business on September 28, 2026. During the three months ended September 30, 2026, the Company revised its loss due to a reduction in assets held for sale primarily due to higher sales in the third quarter of 2026. As a result, the Company recorded a reduction in its impairment loss of $11.0 million. In addition, on April 30, 2026, the Company announced the closure of its belts manufacturing facility in Springfield, Missouri. The facility in Springfield is not part of the sale of the belts business. During the three months ended September 30, 2026, the Company recorded severance and related benefits of $2.6 million. During the nine months ended September 30, 2026, the Company recorded impairment charges of $14.6 million and severance and related benefits of $5.3 million. During the nine months ended September 30, 2026, the Company also recorded $5.1 million of exit costs related to the sale of the belts business and the closure of the belts manufacturing facility in Springfield, Missouri. The Company expects to incur approximately $90 million to $95 million of pretax costs (including non-cash impairment charges) in total related to these transactions. The Company has incurred cumulative pretax costs related to these transactions of $90.4 million as of September 30, 2026, including rationalization costs recorded in cost of products sold.
Consolidated Restructuring Accrual:
The following is a rollforward of the consolidated restructuring accrual for the nine months ended September 30, 2026 and twelve months ended December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Beginning balance, January 1 | $ | $ | ||||||||||||
| Expense | ||||||||||||||
| Payments | ( | ( | ||||||||||||
| Ending balance | $ | $ | ||||||||||||
23
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 nine months ended September 30, 2026 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, 2026.
| U.S. Plans | International Plans | Total | ||||||||||||||||||
| Three Months Ended September 30, | Three Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||
| Components of net periodic benefit cost: | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Interest cost | ||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | ||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | $ | $ | ||||||||||||||
| U.S. Plans | International Plans | Total | ||||||||||||||||||
| Nine Months Ended September 30, | Nine Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||
| Components of net periodic benefit cost: | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Interest cost | ||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | ||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | $ | $ | ||||||||||||||
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 nine months ended September 30, 2026 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, 2026.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Components of net periodic benefit credit: | |||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | $ | $ | |||||||||||||||||||||
| Amortization of prior service credit | ( | ( | ( | ( | |||||||||||||||||||
| Net periodic benefit credit | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
24
Note 18 - Accumulated Other Comprehensive Income (Loss)
The following tables present details about components of accumulated other comprehensive (loss) income for the three and nine months ended September 30, 2026 and 2025, respectively:
| Foreign currency translation adjustments | Pension and other postretirement liability adjustments | Change in fair value of derivative financial instruments | Total | ||||||||||||||
| Balance at June 30, 2026 | $ | ( | $ | $ | $ | ( | |||||||||||
| Other comprehensive (loss) income before reclassifications and income taxes | ( | ( | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive (loss) income before income taxes | ( | ( | |||||||||||||||
| Income tax (expense) benefit | ( | ( | ( | ||||||||||||||
| Net current period other comprehensive (loss) income, net of income taxes | ( | ( | ( | ||||||||||||||
| Noncontrolling interest | |||||||||||||||||
| Net current period other comprehensive (loss) income, net of income taxes and noncontrolling interest | ( | ( | ( | ||||||||||||||
| Balance at September 30, 2026 | $ | ( | $ | $ | $ | ( | |||||||||||
| Foreign currency translation adjustments | Pension and other postretirement liability adjustments | Change in fair value of derivative financial instruments | Total | ||||||||||||||
| Balance at December 31, 2025 | $ | ( | $ | $ | $ | ( | |||||||||||
| Other comprehensive loss before reclassifications and income taxes | ( | ( | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive (loss) income before income taxes | ( | ( | |||||||||||||||
| Income tax (expense) benefit | ( | ( | ( | ||||||||||||||
| Net current period other comprehensive (loss) income, net of income taxes | ( | ( | ( | ||||||||||||||
| Noncontrolling interest | |||||||||||||||||
| Net current period other comprehensive (loss) income, net of income taxes, noncontrolling interest | ( | ( | ( | ||||||||||||||
| Balance at September 30, 2026 | $ | ( | $ | $ | $ | ( | |||||||||||
Foreign currency translation adjustments at September 30, 2026 and December 31, 2025 included cumulative losses of $18.7 million and $42.3 million, respectively, net of deferred taxes, related to net investment hedges. Refer to Note 20 - Derivative Instruments and Hedging Activities for additional information on the net investment hedges.
25
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 June 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||
| Other comprehensive (loss) income before reclassifications and income taxes | ( | ( | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive (loss) income before income taxes | ( | ( | |||||||||||||||
| Income tax (expense) benefit | ( | ( | ( | ||||||||||||||
| Net current period other comprehensive (loss) income, net of income taxes | ( | ( | ( | ||||||||||||||
| Noncontrolling interest | |||||||||||||||||
| Net current period other comprehensive (loss) income, net of income taxes and noncontrolling interest | ( | ( | ( | ||||||||||||||
| Balance at September 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||
| Foreign currency translation adjustments | Pension and other postretirement liability adjustments | Change in fair value of derivative financial instruments | Total | ||||||||||||||
| Balance at Dec 31, 2024 | $ | ( | $ | $ | $ | ( | |||||||||||
| Other comprehensive income (loss) before reclassifications and income taxes | ( | ( | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss before income taxes | ( | ( | ( | ||||||||||||||
| Income tax benefit | |||||||||||||||||
| Net current period other comprehensive income (loss), net of income taxes | ( | ( | |||||||||||||||
| Noncontrolling interest | |||||||||||||||||
| Net current period other comprehensive income (loss), net of income taxes and noncontrolling interest | ( | ( | |||||||||||||||
| Balance at September 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||
Other comprehensive income (loss) before reclassifications and income taxes includes the effect of foreign currency.
26
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 September 30, 2026 and December 31, 2025:
| September 30, 2026 | ||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||
| Assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||
| Cash and cash equivalents measured at net asset value | ||||||||||||||
| Restricted cash | ||||||||||||||
| Short-term investments | ||||||||||||||
| Foreign currency forward contracts | ||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||
| Liabilities: | ||||||||||||||
| Foreign currency forward contracts | $ | $ | $ | $ | ||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||
| December 31, 2025 | ||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||
| Assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||
| Cash and cash equivalents measured at net asset value | ||||||||||||||
| Restricted cash | ||||||||||||||
| Short-term investments | ||||||||||||||
| Foreign currency forward contracts | ||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||
| Liabilities: | ||||||||||||||
| Foreign currency forward contracts | $ | $ | $ | $ | ||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||
Cash and cash equivalents include highly liquid investments with maturities of 90 days or less when purchased that are valued at redemption value. Short-term investments are investments with maturities between 91 days 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 foreign currency forward and spot rates to measure the fair value of its foreign currency forward contracts.
27
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.
During the nine months ended September 30, 2026, certain assets of the Company's belts business were reclassified to assets held for sale. In conjunction with this reclassification, the belts business, with a carrying value of $79.4 million, was written down to its estimated fair value less cost to sell of $26.0 million, resulting in an impairment charge of $53.4 million. The fair value for these assets was determined based on expected sales proceeds to be received upon the sale of this business. On September 28, 2026, the Company completed the divestiture of the belts business. Refer to Note 3 - Acquisitions and Divestitures for more information on the sale of the belts business.
In addition, the Company announced the closure of its belts manufacturing facility in Springfield, Missouri during the nine months ended September 30, 2026. As a result, property, plant and equipment, with a carrying value of $15.6 million, was written down to its estimated fair value less cost to sell of $1.0 million, resulting in an impairment of $14.6 million. The fair value for these assets was determined based on an estimate of the value to be received upon the sale of these assets given the age and condition of the assets.
No other material assets were measured at fair value on a nonrecurring basis during the nine months ended September 30, 2026 and 2025.
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 $1,695.9 million and $1,796.6 million at September 30, 2026 and December 31, 2025, respectively. The carrying value of this debt was $1,748.9 million and $1,784.0 million at September 30, 2026 and December 31, 2025, 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.
Net Investment Hedges:
As of September 30, 2026 and December 31, 2025, the Company had designated €750 5.2 million and $2.6 million to other comprehensive earnings, respectively, on Euro-denominated borrowings, net of deferred income taxes. During the nine months ended September 30, 2026 and 2025, the Company recognized a gain of $23.6 million and a loss of $68.6 million, respectively, net of deferred income taxes.
28
Note 20 - Derivative Instruments and Hedging Activities (continued)
Cash Flow Hedging:
The following table summarizes the notional and fair values as of September 30, 2026 and December 31, 2025 as well as the balance sheet classification:
| Balance at September 30, 2026 | Notional Amount | Other Current Assets | Other Current Liabilities | Type of hedge | ||||||||||
| Derivatives Designated as Hedges | ||||||||||||||
| Currency Forward Contracts | $ | $ | $ | ( | Cash Flow Hedge | |||||||||
| Derivatives not designated as Hedges | ||||||||||||||
| Currency Forward contracts | ||||||||||||||
| Total | $ | $ | $ | |||||||||||
| Balance at December 31, 2025 | Notional Amount | Other Current Assets | Other Current Liabilities | Type of hedge | ||||||||||
| Derivatives Designated as Hedges | ||||||||||||||
| Currency Forward Contracts | $ | $ | $ | Cash Flow Hedge | ||||||||||
| Derivatives not designated as Hedges | ||||||||||||||
| Currency Forward contracts | ||||||||||||||
| Total | $ | $ | $ | |||||||||||
Derivative Instruments not designated as Hedging Instruments:
The following table presents the impact of derivative instruments not designated as hedging instruments for the three and nine months ended September 30, 2026 and 2025, and the related location within the Consolidated Statements of Income.
| Amount of gain or (loss) recognized in income | Amount of gain or (loss) recognized in income | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| Derivatives not designated as hedging instruments: | Location of gain or (loss) recognized in income | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Foreign currency forward contracts | Other expense, net | $ | $ | ( | $ | $ | ( | ||||||||||
29
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®, GGB®, Philadelphia Gear®, Cone Drive®, Rollon®, Nadella®, Diamond®, Drives®, Groeneveld®, BEKA®, Bijur Delimon®, Des-Case®, Lovejoy® and Lagersmit®. Timken employs approximately 19,000 people globally in 44 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 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 the Timken®, GGB® and Fafnir® 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, precision drives, automatic lubrication systems, linear motion products and systems, chains, couplings, filtration systems, seals, and industrial clutches and brakes that keep systems running efficiently. Industrial Motion also includes industrial services, which return equipment and components to like-new condition. The Industrial Motion portfolio features many strong brands, including Philadelphia Gear®, Cone Drive®, Spinea®, Rollon®, Nadella®, Groeneveld®, BEKA®, Bijur Delimon®, Des-Case®, Diamond®, Drives®, Lovejoy®, PT Tech®, Lagersmit® and CGI®. Industrial Motion products are used across a broad range of industries, including automation, solar energy, construction, agriculture and turf, passenger rail, marine, aerospace, packaging and logistics, medical and more.
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, industrialization and sustainability create demand for its products and services.
30
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 materials science, friction management and power transmission to create value for Timken customers. Using a customer-centric and 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. The Company embraces a continuous improvement culture that is charged with increasing efficiency, lowering costs, reducing waste, increasing cash flow, driving organizational advancement and 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 engineered bearings, 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 three and nine months ended September 30, 2026:
•On September 28, 2026, the Company completed the sale of certain assets of its belts business to Gates. The divested business manufactures a comprehensive line of belts used in industrial, commercial and consumer applications. The completed divestiture is expected to improve the adjusted EBITDA margins of Timken's Industrial Motion segment and be accretive to earnings per share in 2027. Operating results of the belts business are included in the Industrial Motion segment.
•On March 18, 2026, the Company acquired the assets and related businesses of Bijur Delimon, a leading global designer and manufacturer of automated lubrication systems. Founded in 1872, Bijur Delimon operates manufacturing locations in the U.S., Europe and Asia Pacific. The acquisition of Bijur Delimon expands the Company's position in automated lubrication systems.
•The Company increased its quarterly dividend by 3% in the second quarter of 2026 and paid its 417th consecutive quarterly dividend on August 28, 2026. The Company also repurchased approximately 941,000 common shares during the nine months ended September 30, 2026.
31
Overview:
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||
| Net sales | $ | 1,211.4 | $ | 1,157.1 | $ | 54.3 | 4.7 | % | ||||||
| Net income | 99.7 | 74.3 | 25.4 | 34.2 | % | |||||||||
| Net income attributable to noncontrolling interest | 5.9 | 5.0 | 0.9 | 18.0 | % | |||||||||
| Net income attributable to The Timken Company | $ | 93.8 | $ | 69.3 | $ | 24.5 | 35.4 | % | ||||||
| Diluted earnings per share | $ | 1.34 | $ | 0.99 | $ | 0.35 | 35.4 | % | ||||||
| Average number of shares – diluted | 69,829,796 | 70,107,191 | — | (0.4 | %) | |||||||||
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||
| Net sales | $ | 3,703.6 | $ | 3,470.8 | $ | 232.8 | 6.7 | % | ||||||
| Net income | 242.8 | 251.4 | (8.6) | (3.4 | %) | |||||||||
| Net income attributable to noncontrolling interest | 21.9 | 25.3 | (3.4) | (13.4 | %) | |||||||||
| Net income attributable to The Timken Company | $ | 220.9 | $ | 226.1 | $ | (5.2) | (2.3 | %) | ||||||
| Diluted earnings per share | $ | 3.15 | $ | 3.22 | $ | (0.07) | (2.2 | %) | ||||||
| Average number of shares – diluted | 70,036,102 | 70,233,259 | — | (0.3 | %) | |||||||||
Net sales increased for the three months ended September 30, 2026 compared with the three months ended September 30, 2025. The increase was primarily driven by higher end-market demand in the Industrial Motion segment, the benefit of acquisitions and favorable pricing. Net sales increased for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025. The increase was primarily driven by the favorable impact of higher end-market demand across both segments, favorable pricing, foreign currency and the benefit of acquisitions.
Net income increased for the three months ended September 30, 2026 compared with the three months ended September 30, 2025 primarily due to the favorable impact of International Emergency Economic Powers Act (“IEEPA”) tariff refunds, favorable price/mix and the benefit of acquisitions, partially offset by higher SG&A expense. Net income decreased for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025 primarily due to higher impairment charges and higher SG&A expense, partially offset by favorable price/mix, higher volume and the favorable impact of foreign currency exchange rates.
Outlook:
The Company expects 2026 full-year revenue to be up approximately 5% to 6% compared to 2025, primarily driven by higher demand across both segments, favorable pricing, the favorable impact of foreign currency rate changes and the benefit of acquisitions. The Company's earnings are expected to be flat in 2026 compared with 2025 with higher impairment and restructuring charges, offset by the impact of favorable price/mix and higher organic sales volume.
The Company expects to generate slightly lower cash from operating activities in 2026, compared to 2025, with $540 million in 2026 compared to $554.3 million in 2025. The Company expects capital expenditures in 2026 to be approximately 3.1% of sales.
32
THE STATEMENT OF INCOME
Operating Income:
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | Change | |||||||||||
| Net sales | $ | 1,211.4 | $ | 1,157.1 | $ | 54.3 | 4.7% | |||||||
| Cost of products sold | 825.0 | 808.1 | 16.9 | 2.1% | ||||||||||
| Selling, general and administrative expenses | 200.1 | 186.4 | 13.7 | 7.3% | ||||||||||
| Amortization of intangible assets | 20.3 | 20.2 | 0.1 | 0.5% | ||||||||||
| Impairment and restructuring charges | 0.6 | 3.0 | (2.4) | NM | ||||||||||
| Gain on divestitures | (0.6) | — | (0.6) | NM | ||||||||||
| Operating income | $ | 166.0 | $ | 139.4 | $ | 26.6 | 19.1% | |||||||
| Operating income % to net sales | 13.7 | % | 12.0 | % | 170 | bps | ||||||||
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | Change | |||||||||||
| Net sales | $ | 3,703.6 | $ | 3,470.8 | $ | 232.8 | 6.7% | |||||||
| Cost of products sold | 2,523.9 | 2,402.8 | 121.1 | 5.0% | ||||||||||
| Selling, general and administrative expenses | 607.2 | 560.9 | 46.3 | 8.3% | ||||||||||
| Amortization of intangible assets | 61.6 | 59.1 | 2.5 | 4.2% | ||||||||||
| Impairment and restructuring charges | 92.1 | 16.8 | 75.3 | 448.2% | ||||||||||
| Gain on divestitures | (0.6) | — | (0.6) | NM | ||||||||||
| Operating income | $ | 419.4 | $ | 431.2 | $ | (11.8) | (2.7%) | |||||||
| Operating income % to net sales | 11.3 | % | 12.4 | % | (110) | bps | ||||||||
Net sales increased for the three months ended September 30, 2026 compared with the three months ended September 30, 2025. The increase was driven by the favorable impact of higher organic revenue of $32 million and the benefit of acquisitions of $21 million. Net sales increased for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025. The increase was driven by the favorable impact of higher organic revenue of $133 million, foreign currency exchange rate changes of $55 million and the benefit of acquisitions of $44 million.
Operating income increased for the three months ended September 30, 2026 compared with the three months ended September 30, 2025, due to IEEPA tariff refunds, the benefit of acquisitions and favorable pricing, partially offset by higher SG&A expense. Operating income decreased for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025, due to higher impairment and restructuring charges and higher SG&A expense, partially offset by favorable price/mix and higher volume.
•Cost of products sold increased for the three months ended September 30, 2026 compared with the three months ended September 30, 2025, primarily due to higher volume of $16 million and the incremental cost of goods sold from acquisitions of $13 million, partially offset by IEEPA tariff refunds, net of incremental tariff costs, of $19 million. Cost of products sold increased for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025, due to unfavorable foreign currency exchange rate changes of $36 million, the incremental cost of goods sold from acquisitions of $32 million, higher volume of $27 million, the impact of higher manufacturing costs of $21 million and an inventory adjustment of $12 million related to belts business.
33
•SG&A expenses increased for the three months ended September 30, 2026 compared with the three months ended September 30, 2025, primarily due to higher employee compensation, the impact of acquisitions and higher discretionary spending. SG&A expenses increased for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025, primarily due to higher employee compensation, the impact of acquisitions, the unfavorable impact from foreign currency exchange rates and higher discretionary spending.
•Impairment and restructuring charges were higher for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025, primarily due to impairment charges for certain assets related to the belts divestiture recorded during the nine months ended September 30, 2026, as well as higher severance and related benefits and other exit costs.
Interest Income and Expense:
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||
| Interest expense | $ | (25.8) | $ | (27.3) | $ | 1.5 | (5.5 | %) | ||||||
| Interest income | 2.9 | 2.4 | 0.5 | 20.8 | % | |||||||||
| Interest expense, net | $ | (22.9) | $ | (24.9) | $ | 2.0 | (8.0 | %) | ||||||
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||
| Interest expense | $ | (76.3) | $ | (83.6) | $ | 7.3 | (8.7 | %) | ||||||
| Interest income | 7.1 | 7.7 | (0.6) | (7.8 | %) | |||||||||
| Interest expense, net | $ | (69.2) | $ | (75.9) | $ | 6.7 | (8.8 | %) | ||||||
The decrease in interest expense for the three months ended September 30, 2026 compared with the three months ended September 30, 2025 was primarily due to lower average debt levels. The decrease in interest expense for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025 was primarily due to lower interest rates and lower average debt levels.
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Income Tax Expense:
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | Change | |||||||||||
| Provision for income taxes | $ | 40.7 | $ | 33.2 | $ | 7.5 | 22.6 | % | ||||||
| Effective tax rate | 29.0 | % | 30.9 | % | (190) | bps | ||||||||
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | Change | |||||||||||
| Provision for income taxes | $ | 98.4 | $ | 90.8 | $ | 7.6 | 8.4 | % | ||||||
| Effective tax rate | 28.8 | % | 26.5 | % | 230 | bps | ||||||||
Income tax expense increased $7.5 million for the three months ended September 30, 2026 compared with the three months ended September 30, 2025 primarily due to higher pre-tax earnings.
Income tax expense increased $7.6 million for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025 primarily due to favorable discrete items recognized in the prior-year period related to the reversal of accruals for uncertain tax positions to account for the expiration of the statutes of limitation in jurisdictions outside of the U.S.
Refer to Note 6 - Income Taxes in the Notes to the Consolidated Financial Statements for more information on the computation of the income tax expense in interim periods.
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 adjusted EBITDA. Refer to Note 4 - Segment Information in the Notes to the Consolidated Financial Statements for the reconciliation of adjusted 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 completed in 2026 and foreign currency exchange rate changes. The effects of acquisitions 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 highlights the Company's sole acquisition completed in 2026:
•The Company acquired Bijur Delimon during the first quarter of 2026. Results for Bijur Delimon are reported in the Industrial Motion segment.
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Engineered Bearings Segment:
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | Change | |||||||||||
| Net sales | $ | 771.4 | $ | 765.8 | $ | 5.6 | 0.7 | % | ||||||
| Cost of products sold | (530.2) | (542.9) | 12.7 | (2.3 | %) | |||||||||
| Selling, general and administrative expenses | (110.7) | (104.0) | (6.7) | 6.4 | % | |||||||||
| Other segment items | 0.8 | 0.2 | 0.6 | 300.0 | % | |||||||||
| Depreciation and amortization | 24.5 | 25.1 | (0.6) | (2.4 | %) | |||||||||
| Adjusted EBITDA | $ | 155.8 | $ | 144.2 | $ | 11.6 | 8.0 | % | ||||||
| Adjusted EBITDA margin | 20.2 | % | 18.8 | % | 140 | bps | ||||||||
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||
| Net sales | $ | 771.4 | $ | 765.8 | $ | 5.6 | 0.7 | % | ||||||
| Less: Currency | 2.0 | — | 2.0 | NM | ||||||||||
| Net sales, excluding the impact of currency | $ | 769.4 | $ | 765.8 | $ | 3.6 | 0.5 | % | ||||||
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | Change | |||||||||||
| Net sales | $ | 2,384.6 | $ | 2,303.9 | $ | 80.7 | 3.5 | % | ||||||
| Cost of products sold | (1,654.2) | (1,612.2) | (42.0) | 2.6 | % | |||||||||
| Selling, general and administrative expenses | (331.1) | (309.7) | (21.4) | 6.9 | % | |||||||||
| Other segment items | 2.6 | 1.7 | 0.9 | 52.9 | % | |||||||||
| Depreciation and amortization | 74.2 | 73.1 | 1.1 | 1.5 | % | |||||||||
| Adjusted EBITDA | $ | 476.1 | $ | 456.8 | $ | 19.3 | 4.2 | % | ||||||
| Adjusted EBITDA margin | 20.0 | % | 19.8 | % | 20 | bps | ||||||||
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||
| Net sales | $ | 2,384.6 | $ | 2,303.9 | $ | 80.7 | 3.5 | % | ||||||
| Less: Currency | 34.7 | — | 34.7 | NM | ||||||||||
| Net sales, excluding the impact of currency | $ | 2,349.9 | $ | 2,303.9 | $ | 46.0 | 2.0 | % | ||||||
The Engineered Bearings segment's net sales, excluding the effects of foreign currency exchange rate changes, increased $3.6 million or 0.5% in the three months ended September 30, 2026 compared with the three months ended September 30, 2025. The increase was primarily driven by higher pricing. Adjusted EBITDA for the Engineered Bearings segment increased for the three months ended September 30, 2026 by $11.6 million or 8.0% compared with the three months ended September 30, 2025, due to IEEPA tariff refunds, net of incremental tariff costs, and favorable price/mix, partially offset by higher SG&A expense and higher manufacturing costs.
•Cost of products sold decreased for the three months ended September 30, 2026 compared with the three months ended September 30, 2025 due to IEEPA tariff refunds, net of incremental tariff costs, of $20 million, partially offset by higher operating costs of $6 million.
•SG&A expenses increased for the three months ended September 30, 2026 compared with the three months ended September 30, 2025 primarily due to higher compensation expense and higher discretionary spending.
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The Engineered Bearings segment's net sales, excluding the effects of foreign currency exchange rate changes, increased $46.0 million or 2.0% in the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025. The increase was primarily driven by higher pricing and higher volume. Adjusted EBITDA for the Engineered Bearings segment increased for the nine months ended September 30, 2026 by $19.3 million or 4.2% compared with the nine months ended September 30, 2025, due to favorable price/mix, partially offset by higher operating costs.
•Cost of products sold increased for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025 due to higher operating costs of $23 million and unfavorable foreign currency exchange rate changes of $21 million, partially offset by IEEPA tariff refunds, net of incremental tariff costs, of $7 million.
•SG&A expenses increased for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025 primarily due to higher compensation expense, the unfavorable impact of foreign currency exchange rates and higher discretionary spending.
Industrial Motion Segment:
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | Change | |||||||||||
| Net sales | $ | 440.0 | $ | 391.3 | $ | 48.7 | 12.4 | % | ||||||
| Cost of products sold | (290.7) | (263.5) | (27.2) | 10.3 | % | |||||||||
| Selling, general and administrative expenses | (74.2) | (65.8) | (8.4) | 12.8 | % | |||||||||
| Other segment items | (0.1) | (0.2) | 0.1 | (50.0 | %) | |||||||||
| Depreciation and amortization | 12.0 | 12.7 | (0.7) | (5.5 | %) | |||||||||
| Adjusted EBITDA | $ | 87.0 | $ | 74.5 | $ | 12.5 | 16.8 | % | ||||||
| Adjusted EBITDA margin | 19.8 | % | 19.0 | % | 80 | bps | ||||||||
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||
| Net sales | $ | 440.0 | $ | 391.3 | $ | 48.7 | 12.4 | % | ||||||
| Less: Acquisitions | 20.7 | — | 20.7 | NM | ||||||||||
| Currency | (0.7) | — | (0.7) | NM | ||||||||||
| Net sales, excluding the impact of acquisitions and currency | $ | 420.0 | $ | 391.3 | $ | 28.7 | 7.3 | % | ||||||
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | Change | |||||||||||
| Net sales | $ | 1,319.0 | $ | 1,166.9 | $ | 152.1 | 13.0 | % | ||||||
| Cost of products sold | (849.3) | (785.2) | (64.1) | 8.2 | % | |||||||||
| Selling, general and administrative expenses | (223.3) | (204.6) | (18.7) | 9.1 | % | |||||||||
| Other segment items | (0.2) | (0.2) | — | — | % | |||||||||
| Depreciation and amortization | 37.7 | 37.3 | 0.4 | 1.1 | % | |||||||||
| Adjusted EBITDA | $ | 283.9 | $ | 214.2 | $ | 69.7 | 32.5 | % | ||||||
| Adjusted EBITDA margin | 21.5 | % | 18.4 | % | 310 | bps | ||||||||
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| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||
| Net sales | $ | 1,319.0 | $ | 1,166.9 | $ | 152.1 | 13.0 | % | ||||||
| Less: Acquisitions | 44.4 | — | 44.4 | NM | ||||||||||
| Currency | 20.4 | — | 20.4 | NM | ||||||||||
| Net sales, excluding the impact of acquisitions and currency | $ | 1,254.2 | $ | 1,166.9 | $ | 87.3 | 7.5 | % | ||||||
The Industrial Motion segment's net sales, excluding the effects of acquisitions and foreign currency exchange rate changes, increased $28.7 million or 7.3% in the three months ended September 30, 2026 compared with the three months ended September 30, 2025. The increase reflects higher demand across most end market sectors and higher pricing. Adjusted EBITDA increased $12.5 million or 16.8% for the three months ended September 30, 2026 compared with the three months ended September 30, 2025, driven primarily by higher volume and favorable price/mix.
•Cost of products sold increased for the three months ended September 30, 2026 compared with the three months ended September 30, 2025 due to higher volume of $17 million and the impact of acquisitions of $13 million.
•SG&A expenses increased for the three months ended September 30, 2026 compared with the three months ended September 30, 2025 primarily due to the incremental SG&A expense from acquisitions and higher compensation expense.
The Industrial Motion segment's net sales, excluding the effects of acquisitions and foreign currency exchange rate changes, increased $87.3 million or 7.5% in the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025. The increase reflects higher demand across most end market sectors and higher pricing. Adjusted EBITDA increased $69.7 million or 32.5% for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025, driven primarily by favorable price/mix and higher volume.
•Cost of products sold increased for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025 due to the impact of acquisitions of $28 million, higher volume of $22 million and the unfavorable foreign currency exchange rate changes of $15 million.
•SG&A expenses increased for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025 primarily due to the incremental SG&A expense from acquisitions, the unfavorable impact of foreign currency exchange rates and higher compensation expense.
Unallocated Corporate
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | Change | |||||||||||
| Unallocated corporate expense | $ | (18.2) | $ | (17.0) | $ | (1.2) | 7.1 | % | ||||||
| Unallocated corporate expense % to net sales | (1.5 | %) | (1.5 | %) | — | bps | ||||||||
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | $ Change | Change | |||||||||||
| Unallocated corporate expense | $ | (57.2) | $ | (53.0) | $ | (4.2) | 7.9 | % | ||||||
| Unallocated corporate expense % to net sales | (1.5 | %) | (1.5 | %) | — | bps | ||||||||
Unallocated corporate expense increased for the three and nine months ended September 30, 2026 compared with the three and nine months ended September 30, 2025 primarily due to higher compensation expense.
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CASH FLOW
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | $ Change | |||||||||
| Net cash provided by operating activities | $ | 402.5 | $ | 371.0 | $ | 31.5 | |||||
| Net cash used in investing activities | (195.7) | (107.1) | (88.6) | ||||||||
| Net cash used in financing activities | (155.6) | (206.8) | 51.2 | ||||||||
| Effect of exchange rate changes on cash | (5.3) | 20.8 | (26.1) | ||||||||
| Increase in cash and cash equivalents and restricted cash | $ | 45.9 | $ | 77.9 | $ | (32.0) | |||||
Operating Activities:
The increase in net cash provided by operating activities for the first nine months of 2026 compared with the first nine months of 2025 was primarily due to higher net income, net of non-cash impairment charges, of $59.4 million, and the favorable impact of income taxes on cash of $24.0 million and lower pension and other postretirement benefit contributions and payments of $7.9 million, partially offset by the unfavorable impact of working capital items of $70.3 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 first nine months of 2026 and 2025:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | $ Change | |||||||||
| Cash (used in) provided by: | |||||||||||
| Accounts receivable | $ | (88.8) | $ | (64.0) | $ | (24.8) | |||||
| Unbilled receivables | (19.2) | (19.8) | 0.6 | ||||||||
| Inventories | (15.4) | 13.2 | (28.6) | ||||||||
| Trade accounts payable | 4.9 | 21.5 | (16.6) | ||||||||
| Other accrued expenses | 22.4 | 23.3 | (0.9) | ||||||||
| Cash used in working capital items | $ | (96.1) | $ | (25.8) | $ | (70.3) | |||||
The following table displays the impact of income taxes on cash during the first nine months of 2026 and 2025:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | $ Change | |||||||||
| Accrued income tax expense | $ | 98.4 | $ | 90.8 | $ | 7.6 | |||||
| Income tax payments | (92.7) | (108.9) | 16.2 | ||||||||
| Other items | 0.2 | — | 0.2 | ||||||||
| Change in income taxes | $ | 5.9 | $ | (18.1) | $ | 24.0 | |||||
Investing Activities:
The increase in net cash used in investing activities for the first nine months of 2026 compared with the first nine months of 2025 was primarily due to an increase in cash used for acquisitions of $123.1 million, partially offset by proceeds from divestitures of $26.3 million.
Financing Activities:
The change in net cash used in financing activities for the first nine months of 2026 compared with the first nine months of 2025 was due to the favorable change in net debt borrowings/payments of $105.1 million and a decrease in dividends paid to noncontrolling interest of $14.1 million, partially offset by an increase in the purchase of treasury shares of $66.1 million.
39
LIQUIDITY AND CAPITAL RESOURCES
Reconciliation of total debt to net debt and the ratio of net debt to capital:
Net Debt:
| September 30, 2026 | December 31, 2025 | |||||||
| Short-term debt, including current portion of long-term debt | $ | 189.5 | $ | 38.9 | ||||
| Long-term debt | 1,745.2 | 1,883.1 | ||||||
| Total debt | $ | 1,934.7 | $ | 1,922.0 | ||||
| Less: Cash and cash equivalents | 410.2 | 364.4 | ||||||
| Net debt | $ | 1,524.5 | $ | 1,557.6 | ||||
Ratio of Net Debt to Capital:
| September 30, 2026 | December 31, 2025 | |||||||
| Net debt | $ | 1,524.5 | $ | 1,557.6 | ||||
| Total equity | 3,366.4 | 3,345.7 | ||||||
| Net debt plus total equity (capital) | $ | 4,890.9 | $ | 4,903.3 | ||||
| Ratio of net debt to capital | 31.2 | % | 31.8 | % | ||||
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 September 30, 2026, the Company had strong liquidity with $410.2 million of cash and cash equivalents on the Consolidated Balance Sheet, as well as $1.13 billion available under committed credit lines. Of the $410.2 million of cash and cash equivalents, $375.4 million resided in jurisdictions outside the U.S. Repatriation of non-U.S. cash could be subject to taxes, and some portion may be subject to governmental restrictions. Part of the Company's strategy is to grow in attractive market sectors, many of which are outside the U.S. This strategy includes making investments in facilities, equipment and potential new acquisitions. The Company plans to fund these investments, as well as meet working capital requirements, with cash and cash equivalents and unused lines of credit within the geographic location of these investments where feasible.
On July 2, 2026, the Company entered into the Amended Credit Agreement, which is comprised of a $1.2 billion Senior Credit Facility that matures on July 2, 2031, with two potential one-year extension options subject to customary terms and conditions. The interest rates under the Amended Credit Agreement are based on SOFR for U.S. dollar borrowings. At September 30, 2026, the Company had $169.0 million of outstanding borrowings under the Senior Credit Facility, which reduced the availability to $1.03 billion. The Amended Credit Agreement has two defined financial covenants: a consolidated net leverage ratio and a consolidated interest coverage ratio. The maximum consolidated net leverage ratio permitted under the Senior Credit Facility is 3.75 to 1.0. As of September 30, 2026, the Company's consolidated net leverage ratio was 1.82 to 1.0. The minimum consolidated interest coverage ratio permitted under the Senior Credit Facility is 3.0 to 1.0. As of September 30, 2026, the Company's consolidated interest coverage ratio was 9.23 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 5.10% and the average rate on outstanding Euro borrowings was 3.23% as of September 30, 2026. In addition, the Company pays a facility fee based on the applicable rate, which is variable with a spread based on the Company's debt rating, multiplied by the aggregate commitments of all of the lenders under the Senior Credit Facility. As of September 30, 2026, 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, 2028. On September 17, 2026, the Company exercised the accordion feature for the Accounts Receivable Facility, increasing the availability under the facility from $100 million to $125 million. 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 September 30, 2026, there were no outstanding borrowings under the Accounts Receivable Facility; however, the Company had issued standby letters of credit of $22.9 million under the Accounts Receivable Facility, reducing the availability to $102.1 million.
Other sources of liquidity include uncommitted short-term lines of credit for certain of the Company's foreign subsidiaries, which currently provide for borrowings of up to $248.5 million. At September 30, 2026, the Company had borrowings outstanding of $10.8 million and bank guarantees of $5.4 million, which reduced the aggregate availability under these facilities to $232.3 million.
At September 30, 2026, the Company was in full compliance with all applicable covenants on its outstanding debt.
The Company expects to generate slightly lower cash from operating activities in 2026, compared to 2025, with $540 million in 2026 compared to $554.3 million in 2025. The Company expects capital expenditures in 2026 to be approximately 3.1% of sales.
Financing Obligations and Other Commitments:
During the first nine months of 2026, the Company made cash contributions and payments of $25.9 million to its global defined benefit pension plans and $1.3 million to its other postretirement benefit plans. In 2026, the Company expects to make contributions to its global defined benefit pension plans of approximately $33 million and to make payments of approximately $2 million to its other postretirement benefit plans. Excluding actuarial gains and losses, the Company expects lower pension and other postretirement benefits expense in 2026 compared to 2025 primarily due to higher expected returns on pension plan assets and lower interest expense.
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, 2025, during the nine months ended September 30, 2026.
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 nine months ended September 30, 2026, the Company recorded negative foreign currency translation adjustments of $35.1 million that decreased shareholders' equity, compared with positive foreign currency translation adjustments of $199.7 million that increased shareholders' equity for the nine months ended September 30, 2025. The foreign currency translation adjustments for the nine months ended September 30, 2026 were impacted by the strengthening of the U.S. dollar relative to certain foreign currencies, including the Euro and the Indian Rupee, partially offset by the weakening of the U.S. dollar relative to other foreign currencies, including the Chinese Renminbi.
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 September 30, 2026 and September 30, 2025 totaled $1.8 million and $4.9 million of net losses, respectively. Foreign currency exchange gains and losses, net of hedging activity, resulting from transactions included in the Company's operating results for the nine months ended September 30, 2026 and September 30, 2025 totaled $9.5 million and $8.1 million of net losses, respectively .
CEO Transition:
On March 31, 2025, Timken announced that the Company and Tarak B. Mehta, the former President and CEO, had mutually agreed that Mr. Mehta would depart from the Company, including resigning as a member of the Company’s Board, effective immediately. The Company also announced that the Board had appointed Richard G. Kyle as the interim President and CEO of the Company. During the three months ended March 31, 2025, the Company recorded severance of $9.3 million, plus related taxes, for Mr. Mehta's settlement arrangement and release of claims for his termination without cause. $7.3 million of this amount was paid in 2025 and 2026, with the remaining amount to be paid in 2027.
IEEPA Tariff Refunds:
Throughout 2025 and the first quarter of 2026, the U.S. government has announced the imposition of additional import tariffs on all countries. The Company has been taking steps to mitigate the increased costs from incremental tariffs through pricing, surcharges and other actions. Timken also continues to monitor the impact that tariffs could have on global economic demand.
On February 20, 2026, the U.S. Supreme Court issued a decision invalidating the broad-based tariffs imposed under IEEPA. On March 4, 2026, the U.S. Court of International Trade ordered the U.S. Customs and Border Protection (“CBP”) to process refunds of the IEEPA tariffs. On April 20, 2026, CBP launched Phase 1 of the Consolidated Administration and Processing of Entries ("CAPE") system to process refunds. Phase 1 eligibility includes IEEPA tariffs that fall within a specific liquidation window. On June 29, 2026, CBP launched Phase 2 of the CAPE system to process refunds within 80 days of liquidation. During the nine months ended September 30, 2026, the Company recorded IEEPA tariff refunds of $20.4 million, net of related costs, for Phase 1 and Phase 2.
The IEEPA tariffs remain subject to ongoing litigation between the U.S. government and other parties. In response to the U.S. Supreme Court ruling mentioned above, the U.S. government announced plans to implement new tariffs under alternative statutory authority. The full impact of the U.S. Supreme Court’s ruling and the U.S. government’s response, including the timing and extent of any additional refunds and the impact of the new tariffs, remains uncertain.
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, ratio of net debt to adjusted EBITDA (for the trailing 12 months), net debt, ratio of net debt to capital, free cash flow and return on invested capital. 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 the amortization of intangible assets related to acquisitions, 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 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 September 30, | Nine Months Ended September 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Net Sales | $ | 1,211.4 | $ | 1,157.1 | $ | 3,703.6 | $ | 3,470.8 | ||||||
| Net Income Attributable to The Timken Company | 93.8 | 69.3 | 220.9 | 226.1 | ||||||||||
| Net Income Attributable to The Timken Company as a Percentage of Sales | 7.7 | % | 6.0 | % | 6.0 | % | 6.5 | % | ||||||
| Adjustments: | ||||||||||||||
| Acquisition intangible amortization | 20.3 | 20.2 | 61.6 | 59.1 | ||||||||||
Impairment, restructuring and reorganization charges (1) | 6.7 | 4.8 | 20.6 | 13.0 | ||||||||||
Acquisition-related charges (2) | 2.0 | — | 7.2 | — | ||||||||||
Belts impairment, restructuring and reorganization charges (3) | (4.0) | — | 90.4 | — | ||||||||||
Gain on divestitures and the sale of certain assets (4) | (0.6) | (0.5) | (0.6) | (1.8) | ||||||||||
CEO transition expenses (5) | — | 6.7 | — | 18.5 | ||||||||||
| Noncontrolling interest of above adjustments | (0.1) | — | 0.2 | 4.8 | ||||||||||
Provision for income taxes (8) | (3.0) | (4.3) | (39.5) | (25.6) | ||||||||||
| Adjusted Net Income | $ | 115.1 | $ | 96.2 | $ | 360.8 | $ | 294.1 | ||||||
| Net income attributable to noncontrolling interest | 5.9 | 5.0 | 21.9 | 25.3 | ||||||||||
| Provision for income taxes (as reported) | 40.7 | 33.2 | 98.4 | 90.8 | ||||||||||
| Interest expense | 25.8 | 27.3 | 76.3 | 83.6 | ||||||||||
| Interest income | (2.9) | (2.4) | (7.1) | (7.7) | ||||||||||
Depreciation and amortization expense (6) | 57.2 | 58.3 | 174.8 | 170.2 | ||||||||||
| Less: Acquisition intangible amortization | 20.3 | 20.2 | 61.6 | 59.1 | ||||||||||
Less: Noncontrolling interest (7) | (0.1) | — | 0.2 | 4.8 | ||||||||||
Less: Provision for income taxes (8) | (3.0) | (4.3) | (39.5) | (25.6) | ||||||||||
| Adjusted EBITDA | $ | 224.6 | $ | 201.7 | $ | 702.8 | $ | 618.0 | ||||||
| Adjusted EBITDA Margin (% of net sales) | 18.5 | % | 17.4 | % | 19.0 | % | 17.8 | % | ||||||
(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. 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) Acquisition-related charges represent deal-related expenses associated with completed transactions and any resulting inventory step-up impact.
(3) On April 29, 2026, the Company entered into a definitive agreement to sell certain assets of its belts business to Gates. The transaction closed on September 28, 2026. In connection with the sale, the Company also announced the closure of its belts manufacturing facility in Springfield, Missouri. As a result, the Company recorded impairment, restructuring and reorganization charges of $90.4 million related to these activities during the nine months ended September 30, 2026.
(4) Represents the net gain resulting from divestitures and the sale of certain assets.
(5) On March 31, 2025, the Company announced that Tarak B. Mehta, President and CEO of the Company, would be departing from the Company, effective immediately, and Richard G. Kyle would be serving as interim President and CEO. CEO transition expenses primarily relate to the cost of the settlement agreement with Mr. Mehta in connection with his departure, net of the impact for stock awards forfeited, and incremental stock compensation expense related to a deferred share award issued to Mr. Kyle.
(6) Depreciation and amortization shown excludes depreciation recognized in reorganization charges, if any.
(7) Represents the noncontrolling interest impact of the adjustments listed above, as well as the reversal of uncertain tax positions related to TIL.
(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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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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||
| Diluted earnings per share (EPS) | $ | 1.34 | $ | 0.99 | $ | 3.15 | $ | 3.22 | ||||||||||||
| Adjusted EPS | $ | 1.65 | $ | 1.37 | $ | 5.15 | $ | 4.19 | ||||||||||||
| Diluted Shares | 69,829,796 | 70,107,191 | 70,036,102 | 70,233,259 | ||||||||||||||||
Free Cash Flow:
Free cash flow represents net cash provided by 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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||
| Net cash provided by operating activities | $ | 256.1 | $ | 201.1 | $ | 402.5 | $ | 371.0 | ||||||||||||
| Capital expenditures | (34.7) | (37.3) | (100.1) | (105.6) | ||||||||||||||||
| Free cash flow | $ | 221.4 | $ | 163.8 | $ | 302.4 | $ | 265.4 | ||||||||||||
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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 September 30, 2026 and December 31, 2025 was $308.7 million and $317.3 million, respectively. Net debt to adjusted EBITDA for the trailing twelve months was 1.7 at September 30, 2026 and 2.0 at December 31, 2025.
Reconciliation of Net income to Adjusted EBITDA for the trailing twelve months:
| Twelve Months Ended | ||||||||
| September 30, 2026 | December 31, 2025 | |||||||
| Net income | $ | 308.7 | $ | 317.3 | ||||
| Provision for income taxes | 106.3 | 98.7 | ||||||
| Interest expense | 103.0 | 110.3 | ||||||
| Interest income | (9.7) | (10.3) | ||||||
| Depreciation and amortization | 236.7 | 230.1 | ||||||
| Consolidated EBITDA | 745.0 | 746.1 | ||||||
| Adjustments: | ||||||||
Impairment, restructuring and reorganization charges (1) | $ | 26.3 | $ | 20.7 | ||||
Corporate pension and other postretirement benefit related expense (2) | 10.8 | 10.8 | ||||||
Acquisition-related charges (3) | 7.2 | — | ||||||
Belts impairment, restructuring and reorganization charges (4) | 90.4 | — | ||||||
Gain on divestitures and the sale of certain assets (5) | (1.4) | (2.6) | ||||||
CEO transition expenses (6) | 2.3 | 20.8 | ||||||
| Total adjustments | 135.6 | 49.7 | ||||||
| Adjusted EBITDA | $ | 880.6 | $ | 795.8 | ||||
| Net Debt | $ | 1,524.5 | $ | 1,557.6 | ||||
| Ratio of Net Debt to Adjusted EBITDA | 1.7 | 2.0 | ||||||
(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. 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 expense represents actuarial losses that resulted from the remeasurement of plan assets and obligations as a result of changes in assumptions or experience. The Company recognizes actuarial losses and gains in connection with the annual remeasurement in the fourth quarter, or if specific events trigger a remeasurement.
(3) Acquisition-related charges represent deal-related expenses associated with completed transactions and any resulting inventory step-up impact.
(4) On April 29, 2026, the Company entered into a definitive agreement to sell certain assets of its belts business to Gates. The transaction closed on September 28, 2026. In connection with the sale, the Company also announced the closure of its belts manufacturing facility in Springfield, Missouri. As a result, the Company recorded impairment, restructuring and reorganization charges of $90.4 million related to these activities during the nine months ended September 30, 2026.
(5) Represents the net gain resulting from divestitures and the sale of certain assets.
(6) On August 22, 2025, the Company announced the appointment of Lucian Boldea as President and CEO, effective September 1, 2025, and that Richard G. Kyle would retire from the role of interim President and CEO. On March 31, 2025, the Company announced that Tarak B. Mehta, President and CEO of the Company would be departing from the Company, effective immediately, and Mr. Kyle would be serving as interim President and CEO. CEO transition expenses for the twelve months ended December 31, 2025, primarily relate to the cost of the settlement agreement with Mr. Mehta in connection with his departure, net of the impact for stock awards forfeited, the acceleration of certain stock compensation awards issued to Mr. Kyle, and other one-time costs associated with the transition in 2025.
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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, 2025 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, pandemics, epidemics or other public health concerns, 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, additional costs, taxes and restrictions related to repatriation of cash in international jurisdictions, strained geopolitical relations between countries in which we have significant operations, and recent world events that have increased macroeconomic 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, and negative impacts to 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, the effects of customer or supplier bankruptcies or liquidations, the impact of changes in industrial business cycles, the ability of the Company to effectively adjust the prices for its products in response to changing dynamics, the effects of distributor inventory corrections reflecting de-stocking of the supply chain, changes in customer preferences due to emergent technologies, evolving regulatory landscapes or other factors, 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, such as artificial intelligence, 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, energy and fuel; changes in tariff rates and other costs associated with tariffs; disruptions to the Company's supply chain and logistical issues associated with port closures or delays or increased costs; changes in the expected costs associated with product warranty claims especially in industry segments with potential high claim values; changes in the global regulatory landscape (including with respect to climate change or other environmental regulations); changes resulting from inventory management and cost reduction initiatives; the effects of unplanned plant shutdowns; costs associated with inclement weather events; the effects of government-imposed restrictions, commercial requirements and Company goals associated with climate change and emissions or other sustainability initiatives; and changes in the cost of labor and benefits;
•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 employees in certain locations in order to avoid disruptions of business;
•the continued attraction, retention and development of management, other key employees, and other skilled personnel, the successful development and execution of succession plans and management of other human capital matters;
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•unanticipated litigation, claims, investigations, remediation 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, PTFE, PFAS, other environmental or health and safety issues, data privacy, cybersecurity and taxes;
•the rapidly evolving global regulatory landscape and the corresponding heightened operational complexity and compliance risks;
•changes in worldwide financial and capital markets, including fluctuations in interest rates, impacting the availability of financing on satisfactory terms as a result of financial stress affecting the banking system or otherwise, 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, 2025 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 U.S. Securities and Exchange Commission ("SEC"). 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.
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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, 2025. 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.
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 September 30, 2026, 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 March 18, 2026, the Company acquired Bijur Delimon. The results of the Bijur Delimon acquisition are included in the Company's consolidated financial statements for the nine months ended September 30, 2026. The total and net assets of this acquisition represent 2% of the Company's total assets and 3% of the Company's net assets as of September 30, 2026. The net sales of Bijur Delimon represent 1% of the Company's consolidated net sales for the nine months ended September 30, 2026.
The scope of the Company's assessment of the effectiveness of internal control over financial reporting will not include the Bijur Delimon acquisition 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.
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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. SEC regulations require us to disclose certain information about legal 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 a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required. We believe matters under this threshold are not material to the Company. In the opinion of management, the ultimate disposition of open proceedings as of September 30, 2026 will not have a material adverse effect on the Company’s consolidated financial position or annual results of operations.
Item 1A. Risk Factors
The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, 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, 2025. 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 September 30, 2026.
| 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) | ||||||||||
| 7/1/2026 - 7/31/2026 | 100,824 | $ | 139.10 | 100,697 | 9,462,689 | |||||||||
| 8/1/2026 - 8/31/2026 | 160,539 | 127.08 | 160,539 | 9,302,150 | ||||||||||
| 9/1/2026 - 9/30/2026 | 259,084 | 118.30 | 243,000 | 9,059,150 | ||||||||||
| Total | 520,447 | $ | 125.04 | 504,236 | — | |||||||||
(1)Of the shares purchased in July and September, 127 and 16,084, 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 13, 2026, the Company announced that its Board of Directors approved a new share repurchase plan, effective March 1, 2026, 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, 2031. 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.
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Item 5. Other Information
During the fiscal quarter ended September 30, 2026, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted terminated
Item 6. Exhibits
| Sixth Amended and Restated Credit Agreement, dated as of July 2, 2026, among The Timken Company, certain subsidiaries of The Timken Company party thereto, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Administrative Agents, and the Lenders Party thereto, was filed on July 6, 2026 with Form 8-K (Commission File no. 1-1169) and is incorporated herein by reference. | |||||
| Time-Based Restricted Stock Units Agreement (4-year vesting), entered into with Stephen Ribaudo on September 1, 2026 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated. | |||||
| Time-Based Restricted Stock Units Agreement (3-year vesting), entered into with Stephen Ribaudo on September 1, 2026 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated. | |||||
| Performance-Based Restricted Stock Units Agreement, entered into with Stephen Ribaudo on September 1, 2026 and granted pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan as amended and restated. | |||||
| Certification of Lucian Boldea, 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 Michael A. Discenza, Executive Vice President and Chief Financial Officer (principal financial officer) of The Timken Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||
| Certifications of Lucian Boldea, President and Chief Executive Officer (principal executive officer) and Michael A. Discenza, Executive Vice President and Chief Financial Officer (principal financial 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 September 30, 2026 filed on November 4, 2026, 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) | |||||
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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: November 4, 2026 | By: /s/ Lucian Boldea | |||||||
| Lucian Boldea President and Chief Executive Officer (Principal Executive Officer) | ||||||||
| Date: November 4, 2026 | By: /s/ Michael A. Discenza | |||||||
| Michael A. Discenza Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||||
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THE TIMKEN COMPANY
Time-Based Restricted Stock Units Agreement
THIS TIME-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made, effective as of September 1, 2026 (the “Date of Grant”), by and between The Timken Company, an Ohio corporation (the “Company”), and the undersigned Grantee pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time (the “Plan”), with additional grant details provided on the secure web portal of the third-party vendor used by the Company for the administration of the Plan (such information is referred to herein as the “Grant Summary”). All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein shall have the meanings assigned to them in the Plan.
1.Grant and Payment of RSUs. Subject to the terms and conditions of the Plan and this Agreement, Grantee has been granted on the Date of Grant the number of Time-Based Restricted Stock Units specified in the Grant Summary (the “RSUs”). The RSUs will become payable if the applicable portion of the Restriction Period (as defined in Section 3) lapses and Grantee’s right to receive payment for the RSUs becomes nonforfeitable (“Vest,” “Vesting” or “Vested”) in accordance with Sections 3 and 4 of this Agreement.
2.RSUs Not Transferrable. None of the RSUs nor any interest therein or in any Common Shares underlying such RSUs will be transferable other than by will or the laws of descent and distribution prior to payment.
3.Vesting of RSUs. Subject to Sections 4 and 5 of this Agreement, one-fourth (1/4) of the RSUs will Vest on each of the first four anniversaries of the Date of Grant (each date, a “Vesting Date”), provided that Grantee remains in the continuous employ of the Company or a Subsidiary on each such Vesting Date. The period that commences on the Date of Grant and ends on the fourth Vesting Date is the “Restriction Period.” For the purposes of this Agreement, the continuous employment of Grantee with the Company or a Subsidiary will not be deemed to have been interrupted, and Grantee will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of the transfer of Grantee’s employment among the Company and its Subsidiaries.
4.Alternative Vesting of RSUs. Notwithstanding Section 3 of this Agreement, and subject to the payment provisions of Section 6 hereof, in the event of the circumstances described below, the RSUs will Vest as follows:
(a)Death or Permanent Disability: If Grantee dies or becomes Permanently Disabled (as defined below) while employed by the Company or any Subsidiary during the Restriction Period, then the RSUs will immediately Vest in full upon Grantee’s death or Permanent Disability. If Grantee dies or becomes Permanently Disabled during the period that Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 4(b), 4(d) or 4(e), then the RSUs will immediately Vest in full upon Grantee’s death or Permanent Disability, except that if Section 4(e) applies, the RSUs will immediately Vest only to the extent that the RSUs would have become Vested during the severance period pursuant to Section 4(e). For purposes of this Agreement, “Permanently Disabled” means that Grantee has qualified for long-term disability benefits under a disability plan or program of the Company or, in the absence of a disability plan
NAI-5008746834v4 | ||
or program of the Company, under a government-sponsored disability program and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.
(b)Retirement: If Grantee Retires (as defined below) during the Restriction Period, then Grantee will continue to Vest in any RSUs that have not yet Vested as of Grantee’s Retirement in accordance with the vesting schedule described in Section 3 until the earlier of (i) the end of the Restriction Period and (ii) the occurrence of an event referenced in Section 4(a) or 4(c). For purposes of this Agreement, “Retire” or “Retirement” means: (A) Grantee’s voluntary termination of employment at or after age 62 or (B) Grantee’s termination of employment in accordance with applicable non-U.S. local law, if such non-U.S. law requires such termination to be treated as a retirement based on different criteria than those set forth in the preceding clause (A).
(c)Change in Control:
(i)Upon a Change in Control that occurs during the Restriction Period while Grantee is an employee of the Company or a Subsidiary, any RSUs that remain outstanding and have not yet Vested as of such Change in Control will immediately Vest in full, except to the extent that a Replacement Award for the RSUs is provided to Grantee. If Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 4(b), 4(d) or 4(e), then, upon a Change in Control that occurs during the Restriction Period, any RSUs that remain outstanding and that have not yet Vested as of such Change in Control will immediately Vest in full, except that if Section 4(e) applies, the RSUs will Vest only to the extent that the RSUs would have become Vested during the severance period pursuant to Section 4(e).
(ii)For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of restricted stock units, (B) that has a value at least equal to the value of the RSUs, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”), (D) the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the RSUs, (E) that Vests in full upon a termination of Grantee’s employment with the Company or the Successor for Good Reason by Grantee or without Cause (as defined in Section 4(e)) by the Company or the Successor within a period of two years after the Change in Control, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the RSUs (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the RSUs or Replacement Award failing to comply with Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the RSUs if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
NAI-5008746834v4 | ||
(iii)For purposes of Section 4(c)(ii), “Good Reason” means: a material reduction in the nature or scope of the responsibilities, authorities or duties of Grantee attached to Grantee’s position held immediately prior to the Change in Control, a change of more than 60 miles in the location of Grantee’s principal office immediately prior to the Change in Control, or a material reduction in Grantee’s remuneration upon or after the Change in Control; provided, that, no later than 90 days following an event constituting Good Reason, Grantee gives notice to the Successor of the occurrence of such event and the Successor fails to cure the event within 30 days following the receipt of such notice.
(iv)If a Replacement Award is provided, (A) the terms of the Replacement Award will govern the Vesting and payment of the Replacement Award and (B) notwithstanding anything in this Agreement to the contrary, any outstanding RSUs which at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control.
(d)Divestiture: If Grantee’s employment with the Company or a Subsidiary terminates as the result of a Divestiture (as defined below) during the Restriction Period, then Grantee will continue to Vest in any RSUs that remain outstanding and have not yet Vested at the time of termination in accordance with the vesting schedule described in Section 3 until the earlier of (i) the end of the Restriction Period and (ii) the occurrence of an event referenced in Section 4(a) or 4(c). For the purposes of this Agreement, the term “Divestiture” means a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.
(e)Termination Without Cause: Subject to Section 8 hereof, if (i) Grantee’s employment with the Company or a Subsidiary is terminated by the Company or a Subsidiary other than for Cause during the Restriction Period (a “Termination Without Cause”) and (ii) Grantee is entitled to receive severance pay pursuant to the terms of any severance pay plan or arrangement of the Company in effect at the time of Grantee’s termination of employment that provides for severance pay calculated by multiplying Grantee’s base compensation by a specified severance period, then Grantee will continue to Vest in any RSUs that remain outstanding and have not yet Vested as of the Termination Without Cause in accordance with the vesting schedule described in Section 3 until the earlier of (A) the end of such severance period and (B) the occurrence of a circumstance referenced in Section 4(a) or 4(c).
For purposes of this Agreement, “Cause” means: (i) an intentional act of fraud, embezzlement or theft in connection with Grantee’s duties with the Company or a Subsidiary (or the Successor, if applicable); (ii) an intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary (or the Successor, if applicable); (iii) an intentional wrongful engagement in any competitive activity that would constitute a material breach of Grantee’s duty of loyalty to the Company or a Subsidiary (or the Successor, if applicable); (iv) the willful misconduct in the performance of Grantee’s duties to the Company or a
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Subsidiary (or the Successor, if applicable); or (v) gross negligence in the performance of Grantee’s duties to the Company or a Subsidiary (or the Successor, if applicable). No act, or failure to act, on the part of Grantee shall be deemed “intentional” unless done or omitted to be done by Grantee not in good faith and without reasonable belief that Grantee’s action or omission was in or not opposed to the best interest of the Company or a Subsidiary (or the Successor, if applicable); provided, that for any Grantee who is party to an individual severance or employment agreement defining Cause, “Cause” will have the meaning set forth in such agreement.
5.Forfeiture of RSUs. Any RSUs that have not Vested pursuant to Section 3 or 4 prior to the end of the Restriction Period will be forfeited automatically and without further notice on such date (or earlier if, and on such date that, Grantee ceases to be an employee of the Company or a Subsidiary prior to the end of the Restriction Period for any reason other than as described in Section 4).
6.Form and Time of Payment of RSUs.
(a)General: Subject to Sections 5 and 6(b), payment for Vested RSUs will be made in cash or Common Shares (as determined by the Committee) within 10 days following the Vesting Dates specified in Section 3.
(b)Other Payment Events. Notwithstanding Section 6(a), to the extent that the RSUs are Vested on the dates set forth below, payment with respect to the RSUs will be made as follows:
(i)Change in Control. Within 10 days of a Change in Control, Grantee will receive payment for Vested RSUs in cash or Common Shares (as determined by the Committee); provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Grantee is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Sections 6(a) or 6(b)(ii) as though such Change in Control had not occurred.
(ii)Death or Permanent Disability. Within 30 days of the date of Grantee’s death or the date Grantee becomes Permanently Disabled, Grantee will receive payment for Vested RSUs in cash or Common Shares (as determined by the Committee).
7.Payment of Dividend Equivalents. With respect to each of the RSUs covered by this Agreement, Grantee shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per Common Share of any cash dividends declared by the Board on the outstanding Common Shares as if such RSUs were issued Common Shares during the period beginning on the Date of Grant and ending either on the date on which Grantee receives payment for the RSUs pursuant to Section 6 hereof or at the time when the RSUs are forfeited in accordance with Section 5 of this Agreement. These dividend equivalents will accumulate without interest and, subject to the terms and conditions of this Agreement, will be paid at the same time, to the same extent and in the same manner, in cash or Common Shares (as determined by the Committee) as the RSUs for which the dividend equivalents were credited.
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8.Release Requirement. Notwithstanding any provision of this Agreement to the contrary, the RSUs will not Vest or become payable pursuant to Section 4(e) of this Agreement as a result of a Termination Without Cause or pursuant to Section 4(c)(ii)(E) of this Agreement as a result of a termination of employment for Good Reason by Grantee or without Cause by the Company or the Successor unless, to the extent permitted by applicable law, Grantee signs, does not revoke, and agrees to be bound by a general release of claims in a form provided by the Company or the Successor which release must be signed, and any applicable revocation period shall have expired within 30 or 60 days (as specified by the Company or the Successor at the time such release is provided) of Grantee’s termination of employment (such 30 day or 60 day period, as applicable, the “Review Period”). In the event such Review Period begins in one taxable year of Grantee, and ends in a second taxable year of Grantee, then to the extent necessary to avoid any penalties or additional taxes under Section 409A of the Code, no payment shall be made before the second taxable year.
9.Clawback; Recapture.
(a)(a) Notwithstanding anything in this Agreement to the contrary, Grantee acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy or policies (if any) as may be in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Shares at any point may be traded) (the “Compensation Recovery Policy”), and that applicable terms of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. By accepting this award under the Plan and pursuant to this Agreement, Grantee consents to be bound by the terms of the Compensation Recovery Policy, to the extent applicable to Grantee, and agrees and acknowledges to fully cooperate with and assist the Company in connection with any of Grantee’s obligations to the Company pursuant to the Compensation Recovery Policy, and agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from Grantee of any such amounts, including from Grantee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.
(b) Nothing in this Agreement or otherwise (i) limits Grantee’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act, the
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Dodd-Frank Wall Street Reform and Consumer Protection Act, or The Sarbanes-Oxley Act of 2002, or any comparable government agency pursuant to any comparable legislation in non-U.S. jurisdictions) or (ii) prevents Grantee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity Grantee is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act or to any comparable government agencies pursuant to applicable legislation in non-U.S. jurisdictions.
10.Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any of the Common Shares covered by this Agreement if the issuance thereof would result in violation of any such law.
11.Adjustments. Subject to Section 12 of the Plan, the Committee shall make any adjustments in the number of RSUs or kind of shares of stock or other securities underlying the RSUs covered by this Agreement, and other terms and provisions, that the Committee shall determine is equitably required to prevent any dilution or enlargement of Grantee’s rights under this Agreement that otherwise would result from any (a) extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, separation, reorganization, partial or complete liquidation or other distribution of assets involving the Company or (c) other transaction or event having an effect similar to any of those referred to in clauses (a) or (b) of this sentence. Moreover, in the event that any transaction or event described or referred to in the immediately preceding sentence, or a Change in Control, shall occur, the Committee shall provide in substitution of any or all of Grantee’s rights under this Agreement such alternative consideration (including cash), if any, as the Committee shall determine in good faith to be equitable under the circumstances.
12.Withholding Taxes. To the extent that the Company or a Subsidiary is required to withhold federal, state, local, employment, or foreign taxes or other amounts, or, to the extent permitted under Section 409A of the Code, any other applicable taxes, in connection with Grantee’s right to receive Common Shares under this Agreement (regardless of whether Grantee is entitled to the delivery of any Common Shares at that time), and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of any Common Shares or any other benefit provided for under this Agreement that Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld. Grantee may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, Grantee may elect that all or any part of such tax obligation be satisfied by the Company’s retention of a portion of the Common Shares provided for under this Agreement or by Grantee’s surrender of a portion of the Common Shares that Grantee has owned. If an election is made to satisfy Grantee’s tax obligation with the release or surrender of Common Shares, the Common Shares used for tax or other withholding will be valued at an amount equal to the fair market value of such Common Shares on the date the benefit is to be included in Grantee’s income. In no event will the fair market value of the Common Shares to be withheld and delivered pursuant to this Section 12 exceed the maximum amount of taxes that could be required to be withheld.
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13.Right to Terminate Employment. No provision of this Agreement will limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of Grantee at any time.
14.Relation to Other Benefits. Any economic or other benefit to Grantee under this Agreement or the Plan will not be taken into account in determining any benefits to which Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
15.Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable to this Agreement; provided, however, that, subject to the terms of the Plan, no amendment will materially impair the rights of Grantee with respect to the RSUs without Grantee’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Grantee to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law.
16.Severability. In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions of this Agreement, and the remaining provisions of this Agreement will continue to be valid and fully enforceable.
17.Choice of Law. This Agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Ohio. Grantee agrees that the state and federal courts located in the State of Ohio shall have jurisdiction in any action, suit or proceeding against Grantee based on or arising out of this Agreement and Grantee hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Grantee; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.
18.Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
[SIGNATURES ON THE FOLLOWING PAGE]
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The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the award of RSUs covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
/s/ Stephen Ribaudo
Grantee
Date: 09/01/2026
Grantee
Date: 09/01/2026
This Agreement is executed by the Company on this 1st day of September, 2026.
The Timken Company
By: /s/ Hansal N. Patel
Name: Hansal N. Patel
Title: Executive Vice President, General
Counsel & Corporate Development
Name: Hansal N. Patel
Title: Executive Vice President, General
Counsel & Corporate Development
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THE TIMKEN COMPANY
Time-Based Restricted Stock Units Agreement
THIS TIME-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made, effective as of September 1, 2026 (the “Date of Grant”) by and between The Timken Company, an Ohio corporation (the “Company”), and the undersigned Grantee pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time (the “Plan”), with additional grant details provided on the secure web portal of the third-party vendor used by the Company for the administration of the Plan (such information is referred to herein as the “Grant Summary”). All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein shall have the meanings assigned to them in the Plan.
1.Grant and Payment of RSUs. Subject to the terms and conditions of the Plan and this Agreement, Grantee has been granted on the Date of Grant the number of Time-Based Restricted Stock Units specified in the Grant Summary (the “RSUs”). The RSUs will become payable if the applicable portion of the Restriction Period (as defined in Section 3) lapses and Grantee’s right to receive payment for the RSUs becomes nonforfeitable (“Vest,” “Vesting” or “Vested”) in accordance with Sections 3 and 4 of this Agreement.
2.RSUs Not Transferrable. None of the RSUs nor any interest therein or in any Common Shares underlying such RSUs will be transferable other than by will or the laws of descent and distribution prior to payment.
3.Vesting of RSUs. Subject to Sections 4 and 5 of this Agreement, 33% of the RSUs will Vest on each of the first and second anniversaries of the Date of Grant and 34% of the RSUs will Vest on the third anniversary of the Date of Grant (each date, a “Vesting Date”), provided that Grantee remains in the continuous employ of the Company or a Subsidiary on each such Vesting Date. The period that commences on the Date of Grant and ends on the third Vesting Date is the “Restriction Period.” For the purposes of this Agreement, the continuous employment of Grantee with the Company or a Subsidiary will not be deemed to have been interrupted, and Grantee will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of the transfer of Grantee’s employment among the Company and its Subsidiaries.
4.Alternative Vesting of RSUs. Notwithstanding Section 3 of this Agreement, and subject to the payment provisions of Section 6 hereof, in the event of the circumstances described below, the RSUs will Vest as follows:
(a)Death or Permanent Disability: If Grantee dies or becomes Permanently Disabled (as defined below) while employed by the Company or any Subsidiary during the Restriction Period, then the RSUs will immediately Vest in full upon Grantee’s death or Permanent Disability. If Grantee dies or becomes Permanently Disabled during the period that Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 4(b), 4(d) or 4(e), then the RSUs will immediately Vest in full upon Grantee’s death or Permanent Disability, except that if Section 4(e) applies, the RSUs will immediately Vest only to the extent that the RSUs would have become Vested during the severance period pursuant to Section 4(e). For purposes of this Agreement, “Permanently Disabled” means that Grantee has qualified for long-term disability benefits under
a disability plan or program of the Company or, in the absence of a disability plan or program of the Company, under a government-sponsored disability program and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.
(b)Retirement: If Grantee Retires (as defined below) during the Restriction Period, then Grantee will continue to Vest in any RSUs that have not yet Vested as of Grantee’s Retirement in accordance with the vesting schedule described in Section 3 until the earlier of (i) the end of the Restriction Period and (ii) the occurrence of an event referenced in Section 4(a) or 4(c). For purposes of this Agreement, “Retire” or “Retirement” means: (A) Grantee’s voluntary termination of employment at or after age 62 or (B) Grantee’s termination of employment in accordance with applicable non-U.S. local law, if such non-U.S. law requires such termination to be treated as a retirement based on different criteria than those set forth in the preceding clause (A).
(c)Change in Control:
(i)Upon a Change in Control that occurs during the Restriction Period while Grantee is an employee of the Company or a Subsidiary, any RSUs that remain outstanding and have not yet Vested as of such Change in Control will immediately Vest in full, except to the extent that a Replacement Award for the RSUs is provided to Grantee. If Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 4(b), 4(d) or 4(e), then, upon a Change in Control that occurs during the Restriction Period, any RSUs that remain outstanding and that have not yet Vested as of such Change in Control will immediately Vest in full, except that if Section 4(e) applies, the RSUs will Vest only to the extent that the RSUs would have become Vested during the severance period pursuant to Section 4(e).
(ii)For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of restricted stock units, (B) that has a value at least equal to the value of the RSUs, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”), (D) the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the RSUs, (E) that Vests in full upon a termination of Grantee’s employment with the Company or the Successor for Good Reason by Grantee or without Cause (as defined in Section 4(e)) by the Company or the Successor within a period of two years after the Change in Control, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the RSUs (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the RSUs or Replacement Award failing to comply with Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the RSUs if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
(iii)For purposes of Section 4(c)(ii), “Good Reason” means: a material reduction in the nature or scope of the responsibilities, authorities or duties of Grantee attached to Grantee’s position held immediately prior to the Change in Control, a change of more than 60 miles in the location of Grantee’s principal office immediately prior to the Change in Control, or a material reduction in Grantee’s remuneration upon or after the Change in Control; provided, that no later than 90 days following an event constituting Good Reason, Grantee gives notice to the Successor of the occurrence of such event and the Successor fails to cure the event within 30 days following the receipt of such notice.
(iv)If a Replacement Award is provided, (A) the terms of the Replacement Award will govern the Vesting and payment of the Replacement Award and (B) notwithstanding anything in this Agreement to the contrary, any outstanding RSUs which at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control.
(d)Divestiture: If Grantee’s employment with the Company or a Subsidiary terminates as the result of a Divestiture (as defined below) during the Restriction Period, then Grantee will continue to Vest in any RSUs that remain outstanding and have not yet Vested at the time of termination in accordance with the vesting schedule described in Section 3 until the earlier of (i) the end of the Restriction Period and (ii) the occurrence of an event referenced in Section 4(a) or 4(c). For the purposes of this Agreement, the term “Divestiture” means a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.
(e)Termination Without Cause: Subject to Section 8 hereof, if (i) Grantee’s employment with the Company or a Subsidiary is terminated by the Company or a Subsidiary other than for Cause during the Restriction Period (a “Termination Without Cause”) and (ii) Grantee is entitled to receive severance pay pursuant to the terms of any severance pay plan or arrangement of the Company in effect at the time of Grantee’s termination of employment that provides for severance pay calculated by multiplying Grantee’s base compensation by a specified severance period, then Grantee will continue to Vest in any RSUs that remain outstanding and have not yet Vested as of the Termination Without Cause in accordance with the vesting schedule described in Section 3 until the earlier of (A) the end of such severance period and (B) the occurrence of a circumstance referenced in Section 4(a) or 4(c).
For purposes of this Agreement, “Cause” means: (i) an intentional act of fraud, embezzlement or theft in connection with Grantee’s duties with the Company or a Subsidiary (or the Successor, if applicable); (ii) an intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary (or the Successor, if applicable); (iii) an intentional wrongful engagement in any competitive activity that would constitute a material breach of Grantee’s duty of loyalty to the Company or a Subsidiary (or Successor, if applicable); (iv) the willful misconduct in the performance of Grantee’s duties to the Company or a
Subsidiary (or the Successor, if applicable); (v) gross negligence in the performance of Grantee’s duties to the Company or a Subsidiary (or the Successor, if applicable); or (vi) failure by Executive to satisfy an obligation to relocate Executive’s primary residence in accordance with the terms of any written agreement (including any written offer of employment) between Executive and the Company that requires such relocation. No act, or failure to act, on the part of Grantee shall be deemed “intentional” unless done or omitted to be done by Grantee not in good faith and without reasonable belief that Grantee’s action or omission was in or not opposed to the best interest of the Company or a Subsidiary (or the Successor, if applicable); provided, that for any Grantee who is party to an individual severance or employment agreement defining Cause, “Cause” will have the meaning set forth in such agreement.
5.Forfeiture of RSUs. Any RSUs that have not Vested pursuant to Section 3 or 4 prior to the end of the Restriction Period will be forfeited automatically and without further notice on such date (or earlier if, and on such date that, Grantee ceases to be an employee of the Company or a Subsidiary prior to the end of the Restriction Period for any reason other than as described in Section 4).
6.Form and Time of Payment of RSUs.
(a)General: Subject to Sections 5 and 6(b), payment for Vested RSUs will be made in cash or Common Shares (as determined by the Committee) within 10 days following the Vesting Dates specified in Section 3.
(b)Other Payment Events. Notwithstanding Section 6(a), to the extent that the RSUs are Vested on the dates set forth below, payment with respect to the RSUs will be made as follows:
(i)Change in Control. Within 10 days of a Change in Control, Grantee will receive payment for Vested RSUs in cash or Common Shares (as determined by the Committee); provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Grantee is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Sections 6(a) or 6(b)(ii) as though such Change in Control had not occurred.
(ii)Death or Permanent Disability. Within 30 days of the date of Grantee’s death or the date Grantee becomes Permanently Disabled, Grantee will receive payment for Vested RSUs in cash or Common Shares (as determined by the Committee).
7.Payment of Dividend Equivalents. With respect to each of the RSUs covered by this Agreement, Grantee shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per Common Share of any cash dividends declared by the Board on the outstanding Common Shares as if such RSUs were issued Common Shares during the period beginning on the Date of Grant and ending either on the date on which Grantee receives payment for the RSUs pursuant to Section 6 hereof or at the time when the RSUs are forfeited in accordance with Section 5 of this Agreement.
These dividend equivalents will accumulate without interest and, subject to the terms and conditions of this Agreement, will be paid at the same time, to the same extent and in the same manner, in cash or Common Shares (as determined by the Committee) as the RSUs for which the dividend equivalents were credited.
8.Release Requirement. Notwithstanding any provision of this Agreement to the contrary, the RSUs will not Vest or become payable pursuant to Section 4(e) of this Agreement as a result of a Termination Without Cause or pursuant to Section 4(c)(ii)(E) of this Agreement as a result of a termination of employment for Good Reason by Grantee or without Cause by the Company or the Successor unless, to the extent permitted by applicable law, Grantee signs, does not revoke, and agrees to be bound by a general release of claims in a form provided by the Company or the Successor which release must be signed, and any applicable revocation period shall have expired within 30 or 60 days (as specified by the Company or the Successor at the time such release is provided) of Grantee’s termination of employment (such 30 day or 60 day period, as applicable, the “Review Period”). In the event such Review Period begins in one taxable year of Grantee, and ends in a second taxable year of Grantee, then to the extent necessary to avoid any penalties or additional taxes under Section 409A of the Code, no payment shall be made before the second taxable year.
9.Clawback; Recapture.
(a)(a) Notwithstanding anything in this Agreement to the contrary, Grantee acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy or policies (if any) as may be in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Shares at any point may be traded) (the “Compensation Recovery Policy”), and that applicable terms of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. By accepting this award under the Plan and pursuant to this Agreement, Grantee consents to be bound by the terms of the Compensation Recovery Policy, to the extent applicable to Grantee, and agrees and acknowledges to fully cooperate with and assist the Company in connection with any of Grantee’s obligations to the Company pursuant to the Compensation Recovery Policy, and agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from Grantee of any such amounts, including from Grantee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.
(b) Nothing in this Agreement or otherwise (i) limits Grantee’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or The Sarbanes-Oxley Act of 2002, or any comparable government agency pursuant to any comparable legislation in non-U.S. jurisdictions) or (ii) prevents Grantee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity Grantee is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act or to any comparable government agencies pursuant to applicable legislation in non-U.S. jurisdictions.
10.Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any of the Common Shares covered by this Agreement if the issuance thereof would result in violation of any such law.
11.Adjustments. Subject to Section 12 of the Plan, the Committee shall make any adjustments in the number of RSUs or kind of shares of stock or other securities underlying the RSUs covered by this Agreement, and other terms and provisions, that the Committee shall determine is equitably required to prevent any dilution or enlargement of Grantee’s rights under this Agreement that otherwise would result from any (a) extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, separation, reorganization, partial or complete liquidation or other distribution of assets involving the Company or (c) other transaction or event having an effect similar to any of those referred to in clauses (a) or (b) of this sentence. Moreover, in the event that any transaction or event described or referred to in the immediately preceding sentence, or a Change in Control, shall occur, the Committee shall provide in substitution of any or all of Grantee’s rights under this Agreement such alternative consideration (including cash), if any, as the Committee shall determine in good faith to be equitable under the circumstances.
12.Withholding Taxes. To the extent that the Company or a Subsidiary is required to withhold federal, state, local, employment, or foreign taxes or other amounts, or, to the extent permitted under Section 409A of the Code, any other applicable taxes, in connection with Grantee’s right to receive Common Shares under this Agreement (regardless of whether Grantee is entitled to the delivery of any Common Shares at that time), and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of any Common Shares or any other benefit provided for under this Agreement that Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld. Grantee may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, Grantee may elect that all or any part of such tax obligation be satisfied by the Company’s retention of a portion of the Common Shares provided for under this Agreement or by Grantee’s surrender of a portion of the Common Shares that Grantee has owned. If an election is made to satisfy Grantee’s tax obligation with the release or
surrender of Common Shares, the Common Shares used for tax or other withholding will be valued at an amount equal to the fair market value of such Common Shares on the date the benefit is to be included in Grantee’s income. In no event will the fair market value of the Common Shares to be withheld and delivered pursuant to this Section 12 exceed the maximum amount of taxes that could be required to be withheld.
13.Right to Terminate Employment. No provision of this Agreement will limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of Grantee at any time.
14.Relation to Other Benefits. Any economic or other benefit to Grantee under this Agreement or the Plan will not be taken into account in determining any benefits to which Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
15.Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable to this Agreement; provided, however, that, subject to the terms of the Plan, no amendment will materially impair the rights of Grantee with respect to the RSUs without Grantee’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Grantee to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law.
16.Severability. In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions of this Agreement, and the remaining provisions of this Agreement will continue to be valid and fully enforceable.
17.Choice of Law. This Agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Ohio. Grantee agrees that the state and federal courts located in the State of Ohio shall have jurisdiction in any action, suit or proceeding against Grantee based on or arising out of this Agreement and Grantee hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Grantee; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.
18.Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
[SIGNATURES ON THE FOLLOWING PAGE]
The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the award of RSUs covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
/s/ Stephen Ribaudo
Grantee
Date: 09/01/2026
Grantee
Date: 09/01/2026
This Agreement is executed by the Company on this 1st day of September, 2026.
The Timken Company
By: /s/ Hansal N. Patel
Name: Hansal N. Patel
Title: Executive Vice President, General
Counsel & Corporate Development
Name: Hansal N. Patel
Title: Executive Vice President, General
Counsel & Corporate Development
THE TIMKEN COMPANY
Performance-Based Restricted Stock Units Agreement
THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made, effective as of September 1, 2026 (the “Date of Grant”), by and between The Timken Company, an Ohio corporation (the “Company”), and the undersigned Grantee pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time (the “Plan”), with additional grant details provided on the secure web portal of the third-party vendor used by the Company for the administration of the Plan (such information is referred to herein as the “Grant Summary”). All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein shall have the meanings assigned to them in the Plan.
1.Grant and Payment of PRSUs. Subject to the terms and conditions of the Plan and this Agreement, Grantee has been granted on the Date of Grant the number of Performance-Based Restricted Stock Units specified in the Grant Summary (the “PRSUs”). Subject to the attainment of the Management Objectives described in Section 3 of this Agreement, Grantee may earn from 0% to 200% of the PRSUs. The PRSUs will become payable in accordance with the provisions of Section 6 of this Agreement if the Restriction Period, which commences on the Date of Grant and ends on the date of payment of the Vested PRSUs, lapses and Grantee’s right to receive payment for the PRSUs becomes nonforfeitable (“Vest,” “Vesting” or “Vested”) in accordance with Sections 3 and 4 of this Agreement.
2.PRSUs Not Transferrable. None of the PRSUs nor any interest therein or in any Common Shares underlying such PRSUs will be transferable other than by will or the laws of descent and distribution prior to payment.
3.Vesting of PRSUs.
(a)Subject to Sections 4 and 5 of this Agreement, the PRSUs will Vest on the basis of the relative achievement of the Management Objective or Management Objectives approved by the Committee on the Date of Grant (the “Performance Metrics”) for the three-year period specified in the Grant Summary (the “Performance Period”) as follows:
(i)The applicable percentage of the PRSUs that shall be earned by Grantee for the Performance Period shall be determined by reference to the Performance Matrix for the Performance Period approved by the Committee on the Date of Grant (the “Performance Matrix”);
(ii)In the event that the Company’s achievement with respect to one of the Performance Metrics is between the performance levels specified in the Performance Matrix, the applicable percentage of the PRSUs that shall be earned by Grantee for the Performance Period shall be determined by the Committee using straight-line interpolation; and
(iii)The Vesting of the PRSUs pursuant to this Section 3 or Section 4 shall be contingent upon a determination of the Committee that the Performance Metrics, as described in this Section 3, have been satisfied.
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(b)If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, the manner in which it conducts business or other events or circumstances render the Performance Metrics specified in this Section 3 to be unsuitable, the Committee may modify such Performance Metrics or any related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable.
(c)Subject to Sections 3(a) and 3(b), the PRSUs earned with respect to the Performance Period will Vest provided that Grantee remains in the continuous employ of the Company or a Subsidiary from the Date of Grant through the date on which payment for the Vested PRSUs is made. For purposes of this Agreement, the continuous employment of Grantee with the Company or a Subsidiary will not be deemed to have been interrupted, and Grantee will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of the transfer of Grantee’s employment among the Company and its Subsidiaries.
4.Alternative Vesting of PRSUs. Notwithstanding Section 3 of this Agreement, and subject to the payment provisions of Section 6 hereof, in the event of the circumstances described below, Grantee will Vest in some or all of the PRSUs as follows:
(a)Death or Permanent Disability: If Grantee dies or becomes Permanently Disabled (as defined below) while employed by the Company or any Subsidiary, then Grantee will Vest in a number of PRSUs equal to the product of (i) the number of PRSUs in which Grantee would have Vested in accordance with the terms and conditions of Section 3 if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the payment date of the Vested PRSUs under Section 6(a) or the occurrence of a Change in Control to the extent a Replacement Award is not provided, whichever occurs first, multiplied by (ii) a fraction (in no case greater than 1), the numerator of which is the number of whole months from the first day of the Performance Period through the date of such death or Permanent Disability, and the denominator of which is 36. PRSUs that Vest in accordance with this Section 4(a) will be paid as set forth in Section 6(a) of this Agreement. For purposes of this Agreement, “Permanently Disabled” means that Grantee has qualified for long-term disability benefits under a disability plan or program of the Company or, in the absence of a disability plan or program of the Company, under a government-sponsored disability program and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.
(b)Retirement: If Grantee Retires (as defined below), then Grantee will Vest in a number of PRSUs equal to the product of (i) the number of PRSUs in which Grantee would have Vested in accordance with the terms and conditions of Section 3 if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the payment date of the Vested PRSUs under Section 6(a) or the occurrence of a Change in Control to the extent a Replacement Award is not provided, whichever occurs first, multiplied by (ii) a fraction (in no case greater than 1), the numerator of which is the number of whole months from the first day of the Performance Period through the date of such Retirement, and the denominator of which is 36. PRSUs that Vest in accordance with this Section 4(b) will be paid as set forth in Section 6(a) of this Agreement. For purposes of this Agreement, “Retire” or “Retirement” means: (i) Grantee’s voluntary termination of employment at or after age 62 or (ii) Grantee’s termination of employment in accordance with applicable non-U.S. local law, if
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such non-U.S. law requires such termination to be treated as a retirement based on different criteria than those set forth in the preceding clause (i).
(c)Change in Control:
(i)Upon a Change in Control that occurs during the Restriction Period while Grantee is an employee of the Company or a Subsidiary or during the period that Grantee is deemed to be in the continuous employ of the Company or a Subsidiary pursuant to Section 4(a), 4(b), 4(d) or 4(e), any PRSUs that remain outstanding and have not yet Vested as of such Change in Control will Vest (except to the extent that a Replacement Award for the PRSUs is provided to Grantee) as follows: the Performance Period will terminate and the Committee as constituted immediately before the Change in Control will determine and certify the Vested PRSUs based on actual performance through the most recent date prior to the Change in Control for which achievement of the Performance Metrics can reasonably be determined. PRSUs that Vest in accordance with this Section 4(c)(i) will be paid as set forth in Section 6(b) of this Agreement.
(ii)For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of performance-based restricted stock units, (B) that has a value at least equal to the value of the PRSUs, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”), (D) the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the PRSUs, (E) that Vests upon a termination of Grantee’s employment with the Company or the Successor for Good Reason by Grantee or without Cause (as defined in Section 4(e)) by the Company or the Successor within a period of two years after the Change in Control based on actual performance through the date of such termination, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the PRSUs (including the provisions that would apply in the event of a subsequent Change in Control). Any Replacement Award that Vests pursuant to Section 4(c)(ii)(E) shall be paid within 10 days of such termination for Good Reason by Grantee or without Cause by the Company or Successor instead of at the time specified in Section 6 but only if such payment does not result in any penalties under Section 409A of the Code. A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the PRSUs or Replacement Award failing to comply with Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the PRSUs if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
(iii)For purposes of Section 4(c)(ii), “Good Reason” means: a material reduction in the nature or scope of the responsibilities, authorities or duties of Grantee attached to Grantee’s position held immediately prior to the Change in Control, a change of more than 60 miles in the location of
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Grantee’s principal office immediately prior to the Change in Control, or a material reduction in Grantee’s remuneration upon or after the Change in Control; provided, that no later than 90 days following an event constituting Good Reason, Grantee gives notice to the Successor of the occurrence of such event and the Successor fails to cure the event within 30 days following the receipt of such notice.
(iv)If a Replacement Award is provided, (A) the terms of the Replacement Award will govern the Vesting and payment of the Replacement Award and (B) notwithstanding anything in this Agreement to the contrary, any outstanding PRSUs which at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control and will be paid as provided for in Section 6(b) of this Agreement.
(d)Divestiture: If Grantee’s employment with the Company or a Subsidiary terminates as the result of a Divestiture (as defined below), then Grantee shall Vest in a number of PRSUs equal to the product of (i) the number of PRSUs in which Grantee would have Vested in accordance with the terms and conditions of Section 3 if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the payment date of the Vested PRSUs under Section 6(a) or the occurrence of a Change in Control to the extent a Replacement Award is not provided, whichever occurs first, multiplied by (ii) a fraction (in no case greater than 1) the numerator of which is the number of whole months from the first day of the Performance Period through the date of such termination and the denominator of which is 36. PRSUs that Vest in accordance with this Section 4(d) will be paid as set forth in Section 6(a) of this Agreement. For the purposes of this Agreement, the term “Divestiture” means a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.
(e)Termination Without Cause: Subject to Section 8 hereof, if (i) Grantee’s employment with the Company or a Subsidiary is terminated by the Company or a Subsidiary other than for Cause and (ii) Grantee is entitled to receive severance pay pursuant to the terms of any severance pay plan or arrangement of the Company in effect at the time of Grantee’s termination of employment that provides for severance pay calculated by multiplying Grantee’s base compensation by a specified severance period, then Grantee shall Vest in a number of PRSUs equal to the product of (x) the number of PRSUs in which Grantee would have Vested in accordance with the terms and conditions of Section 3 as if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the payment date of the Vested PRSUs under Section 6(a) or the occurrence of a Change in Control to the extent a Replacement Award is not provided, whichever occurs first, multiplied by (y) a fraction (in no case greater than 1) the numerator of which is the number of whole months from the first day of the Performance Period through the end of the specified severance period and the denominator of which is 36. PRSUs that Vest in accordance with this Section 4(e) will be paid as set forth in Section 6(a) of this Agreement
NAI-5008746835v4 | ||
For purposes of this Agreement, “Cause” means: (i) an intentional act of fraud, embezzlement or theft in connection with Grantee’s duties with the Company or a Subsidiary (or the Successor, if applicable); (ii) an intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary (or the Successor, if applicable); (iii) an intentional, wrongful engagement in any competitive activity that would constitute a material breach of Grantee’s duty of loyalty to the Company or a Subsidiary (or the Successor, if applicable); (iv) the willful misconduct in the performance of Grantee’s duties to the Company or a Subsidiary (or the Successor, if applicable); or (v) gross negligence in the performance of Grantee’s duties to the Company or a Subsidiary (or the Successor, if applicable). No act, or failure to act, on the part of Grantee shall be deemed “intentional” unless done or omitted to be done by Grantee not in good faith and without reasonable belief that Grantee’s action or omission was in or not opposed to the best interest of the Company or a Subsidiary (or the Successor, if applicable); provided, that for any Grantee who is party to an individual severance or employment agreement defining Cause, “Cause” will have the meaning set forth in such agreement.
5.Forfeiture of PRSUs. The PRSUs will be forfeited automatically and without further notice (a) immediately, to the extent the PRSUs have not Vested pursuant to Section 3 or Section 4 by March 15 of the year following the year in which the Performance Period ends, or (b) upon the date Grantee ceases to be an employee of the Company or a Subsidiary for any reason (other than as described in Section 4) prior to the date payment for the Vested PRSUs is made.
6.Form and Time of Payment of PRSUs.
(a)General. Subject to Sections 5 and 6(b), payment for Vested PRSUs will be made in cash or Common Shares (as determined by the Committee) between January 1 and March 15 of the year following the year in which the Performance Period ends.
(b)Other Payment Event. Notwithstanding Section 6(a), to the extent that the PRSUs are Vested on the date of a Change in Control, Grantee will receive payment for Vested PRSUs in cash or Common Shares (as determined by the Committee) within 10 days of the date of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Grantee is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Section 6(a).
7.Payment of Dividend Equivalents. With respect to each of the PRSUs covered by this Agreement, Grantee shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per Common Share of any cash dividends declared by the Board on the outstanding Common Shares as if the PRSUs were issued Common Shares during the period beginning on the Date of Grant and ending either on the date on which Grantee receives payment for the PRSUs pursuant to Section 6 hereof or at the time when the PRSUs are forfeited in accordance with Section 5 of this Agreement. These dividend equivalents will accumulate without interest and, subject to
NAI-5008746835v4 | ||
the terms and conditions of this Agreement, will be paid at the same time, to the same extent and in the same manner, in cash or Common Shares (as determined by the Committee) as the PRSUs for which the dividend equivalents were credited.
8.Release Requirement. Notwithstanding any provision of this Agreement to the contrary, the PRSUs will not Vest or become payable pursuant to Section 4(e) of this Agreement as a result of a Termination Without Cause or pursuant to Section 4(c)(ii)(E) of this Agreement as a result of a termination of employment for Good Reason by Grantee or without Cause by the Company or the Successor unless, to the extent permitted by applicable law, Grantee signs, does not revoke, and agrees to be bound by a general release of claims in a form provided by the Company or the Successor which release must be signed, and any applicable revocation period shall have expired within 30 or 60 days (as specified by the Company or the Successor at the time such release is provided) of Grantee’s termination of employment (such 30 day or 60 day period, as applicable, the “Review Period”). In the event such Review Period begins in one taxable year of Grantee, and ends in a second taxable year of Grantee, then to the extent necessary to avoid any penalties or additional taxes under Section 409A of the Code, no payment shall be made before the second taxable year.
9.Clawback; Recapture.
(a)Notwithstanding anything in this Agreement to the contrary, Grantee acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy or policies (if any) as may be in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Shares at any point may be traded) (the “Compensation Recovery Policy”), and that applicable terms of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. By accepting this award under the Plan and pursuant to this Agreement, Grantee consents to be bound by the terms of the Compensation Recovery Policy, to the extent applicable to Grantee, and agrees and acknowledges to fully cooperate with and assist the Company in connection with any of Grantee’s obligations to the Company pursuant to the Compensation Recovery Policy, and agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from Grantee of any such amounts, including from Grantee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.
(b)Nothing in this Agreement or otherwise (i) limits Grantee’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or The Sarbanes-Oxley Act of 2002, or any comparable government agency pursuant to any comparable legislation in non-U.S. jurisdictions) or (ii) prevents Grantee from providing, without prior notice to the Company, information to governmental
NAI-5008746835v4 | ||
authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity Grantee is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act or to any comparable government agencies pursuant to applicable legislation in non-U.S. jurisdictions.
10.Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any of the Common Shares covered by this Agreement if the issuance thereof would result in violation of any such law.
11.Adjustments. Subject to Section 12 of the Plan, the Committee shall make any adjustments in the number of PRSUs or kind of shares of stock or other securities underlying the PRSUs covered by this Agreement, and other terms and provisions, that the Committee shall determine is equitably required to prevent any dilution or enlargement of Grantee’s rights under this Agreement that otherwise would result from any (a) extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, separation, reorganization, partial or complete liquidation or other distribution of assets involving the Company or (c) other transaction or event having an effect similar to any of those referred to in clauses (a) or (b) of this sentence. Moreover, in the event that any transaction or event described or referred to in the immediately preceding sentence, or a Change in Control, shall occur, the Committee shall provide in substitution of any or all of Grantee’s rights under this Agreement such alternative consideration (including cash), if any, as the Committee shall determine in good faith to be equitable under the circumstances.
12.Withholding Taxes. To the extent that the Company or a Subsidiary is required to withhold federal, state, local, employment, or foreign taxes or other amounts, or, to the extent permitted under Section 409A of the Code, any other applicable taxes, in connection with Grantee’s right to receive Common Shares under this Agreement (regardless of whether Grantee is entitled to the delivery of any Common Shares at that time), and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of any Common Shares or any other benefit provided for under this Agreement that Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld. Grantee may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, Grantee may elect that all or any part of such tax obligation be satisfied by the Company’s retention of a portion of the Common Shares provided for under this Agreement or by Grantee’s surrender of a portion of the Common Shares that Grantee has owned. If an election is made to satisfy Grantee’s tax obligation with the release or surrender of Common Shares, the Common Shares used for tax or other withholding will be valued at an amount equal to the fair market value of such Common Shares on the date the benefit is to be included in Grantee’s income. In no event will the fair market value
NAI-5008746835v4 | ||
of the Common Shares to be withheld and delivered pursuant to this Section 12 exceed the maximum amount of taxes that could be required to be withheld.
13.Right to Terminate Employment. No provision of this Agreement will limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of Grantee at any time.
14.Relation to Other Benefits. Any economic or other benefit to Grantee under this Agreement or the Plan will not be taken into account in determining any benefits to which Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
15.Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable to this Agreement; provided, however, that, subject to the terms of the Plan, no amendment will materially impair the rights of Grantee with respect to the PRSUs without Grantee’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Grantee to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law.
16.Severability. In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions of this Agreement, and the remaining provisions of this Agreement will continue to be valid and fully enforceable.
17.Choice of Law. This Agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Ohio. Grantee agrees that the state and federal courts located in the State of Ohio shall have jurisdiction in any action, suit or proceeding against Grantee based on or arising out of this Agreement and Grantee hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Grantee; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.
18.Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
[SIGNATURES ON THE FOLLOWING PAGE]
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The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the award of PRSUs covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
/s/ Stephen Ribaudo
Grantee
Date: 09/01/2026
Grantee
Date: 09/01/2026
This Agreement is executed by the Company on this 1st day of September, 2026.
The Timken Company
By: /s/ Hansal N. Patel
Name: Hansal N. Patel
Title: Executive Vice President, General
Counsel & Corporate Development
Name: Hansal N. Patel
Title: Executive Vice President, General
Counsel & Corporate Development
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Exhibit 31.1
Principal Executive Officer’s Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Lucian Boldea, 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: November 4, 2026
| By: /s/ Lucian Boldea | |||||
| Lucian Boldea President and Chief Executive Officer (Principal Executive Officer) | |||||
Exhibit 31.2
Principal Financial Officer’s Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael A. Discenza, 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: November 4, 2026
| By: /s/ Michael A. Discenza | |||||
| Michael A. Discenza Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||
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 September 30, 2026, 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: November 4, 2026
| By: /s/ Lucian Boldea | |||||
| Lucian Boldea President and Chief Executive Officer (Principal Executive Officer) | |||||
| By: /s/ Michael A. Discenza | |||||
| Michael A. Discenza Executive Vice President and Chief Financial Officer (Principal Financial 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.