TIMKEN CO

The Timken Company designs and manages a portfolio of engineered bearings and industrial motion products and provides related services, operating in 44 countries around the globe with a global footprint consisting of 116 manufacturing facilities and service centers, 29 technology and engineering centers, and 74 distribution centers and warehouses, supported by a team comprised of approximately 19,000 employees. The Company sells products and services to a diverse customer base globally, including customers in the following market sectors: industrial distribution, renewable energy, automation, automotive original equipment, agriculture/turf, rail, aerospace, auto/truck aftermarket, construction, services, metals and mining, heavy truck OE, and marine. No single customer accounts for more than 5% of total net sales. The bearing and industrial motion industries are highly competitive, and Timken primarily competes based on its total value proposition, including product design and performance, application engineering, quality, price, timeliness of delivery, and the ability to provide technical sales and service support on a global basis.

The Company competes with a variety of domestic and foreign manufacturers of anti-friction bearings, including SKF Group and Schaeffler Group, and with a diverse group of domestic and foreign manufacturers of industrial motion products. Timken remains the world's leading authority on tapered roller bearings and has leveraged that expertise to develop a full portfolio of industry-leading engineered bearings and industrial motion products. The Company built its reputation as a global leader by applying its knowledge of metallurgy, friction management and industrial motion to increase the reliability and efficiency of its customers' equipment across a diverse range of industries. The Company's growing portfolio features many strong brands, including Timken, GGB, Philadelphia Gear, Cone Drive, CGI, Rollon, Nadella, Rosa Sistemi, Diamond, Drives, Groeneveld, BEKA, Des-Case, Lovejoy, PT Tech, Torsion Control Products and Lagersmit.

Timken generates revenue through the design, manufacture, and sale of engineered bearings and industrial motion products, and the provision of related services. The Company sells products and services to a diverse customer base globally, including original equipment manufacturers and end users in various market sectors. Timken products are sold principally by its internal sales organizations, with a portion of each segment's sales made through authorized distributors or sales agents. The Company has a joint venture in North America focused on joint logistics and e-business services, CoLinx, LLC, which includes five equity members: Timken, SKF Group, Schaeffler Group, RBC Bearings and Gates Industrial Corp. Revenue is generally recognized as performance obligations under the terms of a contract with a customer are satisfied, with approximately 91% from fixed-price contracts recognized as of a point in time when products are shipped or control transfers, and approximately 9% recognized over time primarily for certain sales of customer-specific product and service contracts.

The Engineered Bearings segment features a broad range of product designs serving OEMs and end-users worldwide, including 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 portfolio serves customers across global industries, including wind energy, agriculture, construction, food and beverage, metals and mining, automotive and truck, aerospace, rail and more. For the year ended December 31, 2025, the Engineered Bearings segment reported net sales of $3,018.1 million ¹ and adjusted EBITDA of $571.7 million ² with an adjusted EBITDA margin of 18.9% ³. The segment's net sales, excluding the effects of foreign currency exchange rate changes, decreased $15.3 million or 0.5% ⁴ in 2025 compared to 2024, primarily driven by lower demand in the Americas and Europe, partially offset by higher demand in China, and higher pricing. Adjusted EBITDA for the Engineered Bearings segment decreased in 2025 by $36.5 million or 6.0% ⁵ compared to 2024, primarily due to incremental tariff costs and the impact of lower volume, partially offset by favorable price/mix, lower material and logistics costs and lower SG&A expenses.

The Industrial Motion segment includes a diverse and growing portfolio of engineered products, including industrial drives, automatic lubrication systems, linear motion products and systems, chains, belts, couplings, filtration systems, seals, and industrial clutches and brakes, as well as industrial drivetrain services. The portfolio products and services are sold to OEMs and end users in markets that place heavy demands on operating equipment, including industrial distribution, automation, agriculture and turf, services, marine, renewable energy, aerospace and construction. For the year ended December 31, 2025, the Industrial Motion segment reported net sales of $1,563.7 million ⁶ and adjusted EBITDA of $297.4 million ⁷ with an adjusted EBITDA margin of 19.0% ⁸. The segment's net sales, excluding the effects of acquisitions and foreign currency exchange rate changes, decreased $31.0 million or 2.0% ⁹ in 2025 compared to 2024, driven primarily by lower demand in most segment platforms, partially offset by higher pricing. Adjusted EBITDA decreased $9.1 million or 3.0% ¹⁰ in 2025 compared to 2024 primarily due to the impact of lower volume and the incremental cost of tariffs, partially offset by favorable pricing and the benefit of acquisitions.

During 2025, Timken increased its quarterly dividend by 3% ¹¹ in the second quarter and paid its 414th consecutive quarterly dividend in the fourth quarter, achieving twelve straight years of higher annual dividends in 2025. The Company repurchased 779,300 ¹² common shares during the year. The Company strengthened its balance sheet by reducing total debt by $141 million ¹³ and net debt by $132 million ¹⁴ during the year. Timken welcomed Lucian Boldea as its new President and Chief Executive Officer in September. The Company also recorded severance of $9.3 million ¹⁵, plus related taxes, for Mr. Mehta's settlement arrangement and release of claims for his termination without cause during the three months ended March 31, 2025. The Company announced the closure of its bearing manufacturing facility in Heilbronn, Germany, and recorded restructuring charges related to this closure. The Company also recorded a gain on sale of real estate of $13.8 million ¹⁶ in 2024 on the sale of a former bearing manufacturing plant in Gaffney, South Carolina.

For the fiscal year ended December 31, 2025, Timken posted net sales of $4,581.8 million ¹⁷, compared to $4,573.0 million ¹⁸ in 2024, an increase of $8.8 million or 0.2% ¹⁹. Net income attributable to The Timken Company was $288.4 million ²⁰ in 2025, compared to $352.7 million ²¹ in 2024, a decrease of $64.3 million or 18.2% ²². Diluted earnings per share were $4.11 ²³ in 2025, compared to $4.99 ²⁴ in 2024, a decrease of $0.88 or 17.6% ²⁵. The increase in net sales was primarily driven by favorable pricing, the benefit of acquisitions and the favorable impact of foreign currency exchange rate changes, partially offset by lower demand across both segments. The decrease in net income was primarily due to incremental tariff costs, the impact of lower volume, unfavorable mix and higher impairment and pension remeasurement charges, partially offset by favorable pricing, lower material and logistics costs, reduced selling, general and administrative expenses and lower income tax expense.

The Company expects 2026 full-year revenue to be up in the range of 2% to 4% ²⁶ in total compared to 2025, primarily driven by higher demand across most market sectors, higher pricing and the favorable impact of foreign currency exchange rates. The Company's earnings are expected to be up in 2026 compared to 2025, primarily due to higher pricing, the impact of higher volume, favorable mix, the impact of foreign currency exchange rate changes and lower material costs, partially offset by incremental tariff costs and higher SG&A expenses.

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. The Company's strategy includes pursuing strategic acquisitions to broaden its portfolio and capabilities across diverse markets, with a focus on engineered bearings, industrial motion products and related services.

The Company 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. 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. The Company's strategy has three primary elements: Profitable Growth, Operational Excellence, and Capital Deployment to Drive Shareholder Value. As part of its capital deployment framework, the Company may also restructure, reposition or divest underperforming product lines or assets.

The Company expects to generate approximately $515 million ²⁷ of cash from operating activities in 2026 compared to $554.3 million ²⁸ in 2025, driven by higher working capital to support increased demand and higher cash taxes, partially offset by higher net income. The Company expects capital expenditures in 2026 to be approximately 3.5% ²⁹ of sales. The Company expects net periodic benefit cost to be approximately $12 million ³⁰ for defined benefit pension plans in 2026, compared to net periodic benefit cost of $25.2 million ³¹ in 2025. The Company expects to contribute to its defined benefit pension plans or pay directly to participants of defined benefit plans approximately $32 million ³² in 2026 compared to $36.8 million ³³ of contributions and payments in 2025.

The Company expects capital expenditures in 2026 to be approximately 3.5% ³⁴ of sales. The Company expects to generate approximately $515 million ³⁵ of cash from operating activities in 2026. The Company's strategy includes investing in the core business through capital expenditures, research and development and initiatives to drive profitable organic growth. The Company is focused on providing the highest returns for shareholders through its capital allocation framework, which includes: investing in the core business through capital expenditures, research and development and initiatives to drive profitable organic growth; pursuing strategic acquisitions to broaden its portfolio and capabilities across diverse markets; returning capital to shareholders through dividends and share repurchases; and maintaining a strong balance sheet and sufficient liquidity.

The Company's capital allocation framework includes returning capital to shareholders through dividends and share repurchases. On February 13, 2026, the Company's Board of Directors declared a quarterly cash dividend of $0.35 ³⁶ per common share. On February 13, 2026, the Company's Board of Directors approved a new share repurchase plan, effective March 1, 2026, pursuant to which the Company may purchase up to ten million ³⁷ of its common shares, in the aggregate, with the plan expiring on February 28, 2031. The Company repurchased 779,300 ³⁸ common shares during 2025. The Company increased its quarterly dividend by 3% ³⁹ in the second quarter and paid its 414th consecutive quarterly dividend in the fourth quarter, achieving twelve straight years of higher annual dividends in 2025.

The Company faces headwinds from incremental tariff costs, which were $65 million ⁴⁰ in 2025, and expects these costs to continue to impact results in 2026, partially offset by higher pricing. The Company also faces risks from changes in government trade policies including the imposition of tariffs and other trade barriers, which have adversely affected results of operations and profit margins and could continue to do so. The Company's earnings are expected to be impacted by incremental tariff costs in 2026. The Company also faces headwinds from lower demand across both segments in 2025, with the Engineered Bearings segment experiencing lower demand across most market sectors, with the auto/truck and heavy industries posting the largest declines, and the Industrial Motion segment experiencing lower demand in most segment platforms, with the largest declines in renewable energy and industrial services.

The Company's business is subject to risks related to the global nature of its operations, including changes in international treaties or trade unions, changes in tariff regulations, threatened or actual state seizure of foreign-owned manufacturing assets, hostilities between countries, the imposition of sanctions, strained geopolitical relations, political protests or unrest, difficulties establishing and maintaining relationships with local OEMs, distributors and dealers, import and export licensing requirements, compliance with a variety of foreign laws and regulations, additional costs, taxes and restrictions related to repatriation of cash in international jurisdictions, disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, difficulty in staffing and managing geographically diverse operations, disruptions to the global supply chain and logistical issues associated with port closures or strikes, delays or increased costs, tax exposures related to cross-border intercompany transfer pricing and other tax risks unique to international operations, and compliance with data protection regulations.

The bearing and industrial motion industries are highly competitive, resulting in significant pricing pressure that could affect revenues and profitability. The Company faces risks from changes in raw material prices, including steel, and has experienced incremental tariff costs of $65 million ⁴¹ in 2025, which could continue to adversely impact profit margins if the Company is unable to pass along increased costs. The Company's business is capital intensive, and it has taken approximately $137 million ⁴² in impairment and restructuring charges in the aggregate during the last five years, with additional charges possible from future downturns. The Company is exposed to foreign currency fluctuations, as a significant portion of net sales, costs, assets, and liabilities are denominated in currencies other than the U.S. dollar, and a strengthening in the U.S. dollar would reduce revenue, operating profit and shareholders' equity. The Company may not realize anticipated operating results from past and future acquisitions, may experience challenges in integrating acquired businesses, and may fail to timely or fully capture revenue or cost synergies, as evidenced by the $1.5 million ⁴³ goodwill impairment loss recorded for the Belts and Chain reporting unit in 2024.

Management's message emphasizes the Company's strategy of Profitable Growth, Operational Excellence, and Capital Deployment to Drive Shareholder Value. The Company expects 2026 full-year revenue to be up in the range of 2% to 4% ⁴⁴ in total compared to 2025, primarily driven by higher demand across most market sectors, higher pricing and the favorable impact of foreign currency exchange rates. The Company's earnings are expected to be up in 2026 compared to 2025, primarily due to higher pricing, the impact of higher volume, favorable mix, the impact of foreign currency exchange rate changes and lower material costs, partially offset by incremental tariff costs and higher SG&A expenses. The Company expects to generate approximately $515 million ⁴⁵ of cash from operating activities in 2026 and expects capital expenditures in 2026 to be approximately 3.5% ⁴⁶ of sales. The Company welcomed Lucian Boldea as its new President and Chief Executive Officer in September 2025, and the Board appointed Richard G. Kyle as Advisor to the CEO. The Company's strategic priorities include expanding into new and existing markets, pursuing strategic acquisitions, returning capital to shareholders through dividends and share repurchases, and maintaining a strong balance sheet and sufficient liquidity.