Acquisitions and Divestitures | Note 3 - Acquisitions and Divestitures Acquisitions: On September 9, 2024, the Company acquired 100% of the capital stock of CGI, Inc. ("CGI"), a Nevada-based manufacturer of precision drive systems serving a broad range of automation markets with a concentration in medical robotics. CGI employs approximately 130 people and has its headquarters and manufacturing facilities in Carson City, Nevada. The acquisition of CGI enhances the Company's product portfolio. The total purchase price for this acquisition was $167.4 million, net of cash acquired of $8.9 million, subject to customary post-closing adjustments. Results for CGI are reported in the Industrial Motion segment. The Company incurred acquisition-related costs of $1.4 million to complete this acquisition. The following table presents the purchase price allocation at fair value for the CGI acquisition as of September 30, 2024: Initial Purchase Assets: Accounts receivable $ 4.2 Inventories 13.4 Other current assets 0.2 Property, plant and equipment 10.0 Operating lease assets 1.8 Goodwill 79.8 Other intangible assets 88.4 Other non-current assets 3.0 Total assets acquired $ 200.8 Liabilities: Accounts payable, trade $ 0.6 Salaries, wages and benefits 1.4 Other current liabilities 2.8 Deferred income taxes 23.4 Other non-current liabilities 5.2 Total liabilities assumed $ 33.4 Net assets acquired $ 167.4 The following table summarizes the preliminary purchase price allocation at fair valu e for identifiable intangible assets acquired in 2024: 2024 Weighted- Trade names $ 17.6 19 years Technology and know-how 21.6 15 years Customer relationships 49.2 15 years Total intangible assets $ 88.4 Note 3 - Acquisitions and Divestitures (continued) In determining the fair value of amounts above, the Company utilized a benchmarking approach based on the Company's prior acquisitions to determine the preliminary fair values for identified intangibles assets and inventory. Upon completion of the final valuation and purchase price allocation, the final fair values of the assets acquired, liabilities assumed and resulting goodwill may differ materially from the preliminary assessment. Any changes to the initial estimates of the fair value of the assets acquired and liabilities assumed will be recorded to those assets and liabilities and any residual amounts will be allocated to goodwill. The amounts in the table above represent the preliminary purchase price allocation for CGI. 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. Given the proximity of the acquisition date to September 30, 2024, no elements of the purchase price allocation have been finalized as of September 30, 2024. 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 has been completed on the acquisition date. During 2023, Timken completed six acquisitions, which enhanced the Company's capabilities and product portfolio. On December 20, 2023, the Company completed the acquisition of 100% of the capital stock of Lagersmit Holding B.V. ("Lagersmit"), a Netherlands-based manufacturer of highly engineered sealing solutions for marine, dredging, water, tidal energy and other industrial applications. On November 1, 2023, the Company acquired Engineered Solutions Group ("iMECH"). The Company acquired 100% of the capital stock in the United States and substantially all of the assets in Canada. iMECH manufactures thrust bearings, radial bearings, specialty coatings and other components primarily used in the energy industry. iMECH has facilities in Houston, Texas and Alberta, Canada. On September 29, 2023, the Company acquired 100% of the capital stock of Rosa Sistemi S.p.A. ("Rosa"), a European designer and manufacturer of roller guideways, linear bearings, customized linear systems and actuators, commercialized ball guideways and precision ball screws. Rosa has its headquarters, R&D and high-precision manufacturing facility in Milan, Italy. On September 1, 2023, the Company acquired 100% of the capital stock of D-C Filtration Holdings Corp. ("Des-Case"), a Tennessee-based manufacturer of specialty filtration products for industrial lubricants. Des-Case has manufacturing facilities in Tennessee and the Netherlands. On April 4, 2023, the Company acquired 100% of the capital stock of Leonardo Top S.a.r.l. ("Nadella"), a leading European manufacturer of linear guides, telescopic rails, actuators and systems and other specialized industrial motion solutions. Based in Italy, Nadella operates manufacturing facilities in Europe and China. On January 31, 2023, the Company acquired substantially all of the assets of American Roller Bearing Company ("ARB"), a North Carolina-based manufacturer of industrial bearings. ARB, which boasts a large U.S. installed base and strong aftermarket business, operates manufacturing facilities in Hiddenite and Morganton, North Carolina. The total purchase price for these six acquisitions was $641.4 million (including working capital adjustments paid in 2024), net of cash acquired of $30.8 million. Results for Lagersmit, Rosa, Des-Case and Nadella are reported in the Industrial Motion segment, and results for iMECH and ARB are reported in the Engineered Bearings segment. The Company incurred acquisition-related costs of $6.7 million in total to complete these six acquisitions in 2023. Note 3 - Acquisitions and Divestitures (continued) The following table presents the updated purchase price allocation at fair value, net of cash acquired, for the 2023 acquisitions, as of December 31, 2023 and September 30, 2024: Purchase Price Allocation at December 31, 2023 2024 Updated Purchase Price Allocation at September 30, 2024 Assets: Accounts receivable $ 44.7 $ (0.8) $ 43.9 Inventories 111.8 1.7 113.5 Other current assets 5.0 — 5.0 Property, plant and equipment 47.7 0.2 47.9 Operating lease assets 7.3 (0.1) 7.2 Goodwill 285.6 6.3 291.9 Other intangible assets 306.7 (7.2) 299.5 Other non-current assets 6.7 (1.6) 5.1 Total assets acquired $ 815.5 $ (1.5) $ 814.0 Liabilities: Accounts payable, trade $ 24.0 $ 0.2 $ 24.2 Salaries, wages and benefits 16.9 (2.0) 14.9 Income taxes payable 5.5 — 5.5 Other current liabilities 10.7 (0.7) 10.0 Short-term debt 4.7 0.4 5.1 Long-term debt 6.0 — 6.0 Accrued pension benefits 3.6 — 3.6 Long-term operating lease liabilities 7.0 — 7.0 Deferred income taxes 83.3 (0.9) 82.4 Other non-current liabilities 7.6 — 7.6 Total liabilities assumed $ 169.3 $ (3.0) $ 166.3 Noncontrolling interest acquired 5.2 1.1 6.3 Net assets acquired $ 641.0 $ 0.4 $ 641.4 The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2023: 2023 Weighted- Trade names $ 25.6 17 years Technology and know-how 70.5 15 years Customer relationships 201.8 14 years Non-compete agreements 1.0 3 years Capitalized software 0.6 2 years Total intangible assets $ 299.5 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 purchase price allocation for the 2023 acquisitions as of the dates noted above. This purchase price allocation, including the residual amount allocated to goodwill, has been adjusted as additional information concerning final asset and liability valuations have been obtained, and management has completed its reassessment of the measurement period procedures. The purchase price allocation for Lagersmit is preliminary with respect to the valuation of inventory and intangible assets and any impact to the related deferred taxes, as well as changes to the residual amount allocated to goodwill. The purchase price allocations for iMECH, Rosa, Des-Case, Nadella and ARB are complete. 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. Divestitures: On September 20, 2023, the Company entered into a definitive agreement to sell Jiangsu TWB Bearings Co., Ltd. ("TWB"). During the third quarter of 2023, the business met the held for sale criteria, and the Company reclassified its assets and liabilities accordingly. As a result of the carrying value of the legal entity exceeding the estimated sales price less costs to sell, the Company recorded an impairment charge of $1.0 million for the three months ended September 30, 2023. The impairment charge is included in the impairment and restructuring line on the Consolidated Statement of Income. The sale of TWB was completed on October 16, 2023. On February 28, 2023, the Company completed the sale of all of its membership interest in S.E. Setco Services Company, LLC ("SE Setco"), a 50% owned joint venture. The Company had accounted for SE Setco as an equity method investment prior to the sale. The Company received $5.7 million in cash proceeds for SE Setco and recognized a pretax gain of $4.8 million on the sale. The gain was reflected in other income, net in the Consolidated Statement of Income. Sale of Other Assets: |