Welcome to our dedicated page for Timken SEC filings (Ticker: TKR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Timken Company filings document an Ohio operating company with common shares listed on the New York Stock Exchange under TKR. Form 8-K reports cover quarterly and annual results releases, shareholder-return authorizations, executive and board changes, compensation arrangements, and annual meeting voting results.
Proxy and governance filings describe director elections, board committee matters, executive compensation, shareholder proposals and voting procedures. Timken's formal disclosures also address its Engineered Bearings and Industrial Motion businesses, capital structure, registered common shares, and material agreements tied to its industrial products portfolio.
The Timken Company reported that its Board appointed Michael A. Discenza as Vice President and Chief Financial Officer effective August 14, 2025, succeeding Philip D. Fracassa, who will remain with the company until September 5, 2025. The company stated that Mr. Fracassa is leaving to pursue another opportunity and that his departure is not related to any financial or accounting issue or disagreement with the Board or the company.
Mr. Discenza has more than 25 years of finance and accounting experience at Timken and most recently served as Vice President – Finance & Group Controller. His CFO compensation includes a base salary of $500,000 per year, eligibility for an annual short-term incentive with a target of 70% of base salary, and beginning in 2026, participation in the long-term equity incentive program with a first-year target grant date value of about $1.1 million. He will also receive standard executive benefits, a severance agreement providing one times salary and incentive pay for certain terminations before a change in control and one and a half times after a change in control, and he is subject to the company’s standard confidentiality, non-competition, non-solicitation, and indemnification agreements.
Q2 FY25 snapshot (ended 30 Jun 25): Net sales $1.173 B, down 0.8% YoY; operating income $147.8 M, -12%; GAAP diluted EPS $1.12, -18%. Engineered Bearings contributed $777 M; Industrial Motion $396 M. Adjusted EBITDA slipped to $226 M (19.3% margin) from $246 M.
Year-to-date: Revenue $2.314 B (-2.5%); EPS $2.23 (-21%). Operating cash flow $169.9 M; capex $68.3 M, generating ~$102 M free cash flow (up YoY). Cash climbed to $419 M; no borrowings on the $750 M revolver. Total debt rose to $2.16 B after issuance of €600 M 4.13% 2034 notes; net leverage still within covenants.
Equity increased to $3.09 B as FX translation gains cut AOCI losses by $202 M. Company returned $95 M to shareholders (buybacks $46 M, dividends $50 M); shares outstanding 69.6 M.
Operating actions: CEO Tarak Mehta exited 31 Mar 25; former CEO Richard Kyle is interim. Hiddenite, NC bearing plant and Fort Scott, KS belts plant are being closed; YTD impairment/restructuring charges $13.8 M, with total closure costs estimated at $17-21 M. Effective tax rate Q2 26.4% vs 26.0% prior year. No guidance was issued.