TIMKEN CO (Form: 10-Q/A, Received: 12/03/2012 08:41:25)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012



¨	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 COMPANY

(Exact name of registrant as specified in its charter)



OHIO		34-0577130
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1835 Dueber Ave., SW, Canton, OH		44706-2798
(Address of principal executive offices)		(Zip Code)

330.438.3000

(Registrant’s telephone number, including area code)

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 ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 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 ý

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.



	Class		Outstanding at September 30, 2012
	Common Shares, without par value		95,847,056 shares

EXPLANATORY NOTE

On October 29, 2012, The Timken Company (the “Company”) filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (the “Original Quarterly Report”). The Company hereby amends Part II, Item 6 of its Original Quarterly Report to include Exhibits 10.1, 12, 31.1, 31.2, and 32 (collectively, the "Omitted Exhibits"). The Omitted Exhibits were inadvertently omitted from the Original Quarterly Report due to a software error. Exhibit 101 was filed with the Original Quarterly Report. This amendment does not reflect events occurring after the filing of the Original Quarterly Report. Other than including the Omitted Exhibits, this amendment does not modify or update in any way the disclosures in the Company's Original Quarterly Report.

PART II. OTHER INFORMATION

Item 6. Exhibits



10.1	Form of Non-Compete Agreement entered into with the Group Presidents, as adopted August 6, 2012.

12	Computation of Ratio of Earnings to Fixed Charges.

31.1	Certification of James W. Griffith, President and Chief Executive Officer (principal executive officer) of The Timken Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Glenn A. Eisenberg, Executive Vice President – Finance and Administration (principal financial officer) of The Timken Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certifications of James W. Griffith, President and Chief Executive Officer (principal executive officer) and Glenn A. Eisenberg, Executive Vice President – Finance and Administration (principal financial officer) of The Timken Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	Financial statements from the quarterly report on Form 10-Q of The Timken Company for the quarter ended September 30, 2012, filed on October 29, 2012, formatted in 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.

* Previously filed

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: December 3, 2012		By: /s/ James W. Griffith
		James W. Griffith President and Chief Executive Officer (Principal Executive Officer)

Date: December 3, 2012		By: /s/ Glenn A. Eisenberg
		Glenn A. Eisenberg Executive Vice President – Finance and Administration (Principal Financial Officer)

CL: 494930v1

Exhibit 10.1

THE TIMKEN COMPANY

ASSOCIATE NON-COMPETE AGREEMENT

Associate Name:

This Associate Non-compete Agreement (the “Agreement), dated as of August 6, 2012, is made between (the “Associate) and The Timken Company, an Ohio corporation (the “Company).

WHEREAS the Company has reorganized its management structure; and

WHEREAS in connection with such reorganization the Company has offered the Associate ongoing employment in a senior leadership position with the Company and a grant of deferred shares of the Company's common stock; and

WHEREAS the Associate understands and agrees that it is necessary for the protection of Company that the Associate not compete with the Company for a reasonable period in the event the Associate's employment with the Company terminates for any reason, voluntarily or involuntarily.

NOW THEREFORE in consideration of the mutual promises and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Company and the Associate enter into this Agreement and agree as follows:

1. The Company shall provide to the Associate a grant of deferred shares of the Company's common stock, and a copy of the agreement evidencing such grant is attached to this Agreement as Exhibit A.

2. The Associate will keep in strict confidence, and will not, directly or indirectly, disclose, furnish, disseminate, make available or use any trade secrets, as defined by Ohio law, or confidential business or technical information of the Company or its customers or vendors, without limitation as to when or how the Associate may have acquired such information, other than at the specific request of an authorized agent of the Company. Such confidential information shall include, without limitation, the Company's selling, manufacturing and servicing methods and business techniques, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information, identity of prospective affiliation partners, business unit and corporate strategy information, business plans and other business information. The Associate specifically acknowledges that all such confidential information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of the Associate and whether compiled by the Company, and/or Associate, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Company to maintain the secrecy of such information, that such information is the sole property of the Company and that any retention and use of such information by Associate shall constitute a misappropriation of the Company's trade secrets.

3. For a period of two years after the date of termination of employment with the Company, the Associate shall not:


(a)	Either directly or indirectly, divert or attempt to divert a business partner, client, account, or customer of the Company or prospective business partner, client, account or customer of the Company which the Associate worked with or learned of during the course of his employment with the Company, (collectively hereinafter, a "Contact") regardless of the geographic location of such Contact;

(b)

Participate in or contribute in any way to the identification, solicitation, diversion or employment of any current or former employee of the Company, or the initiation of contact with, identification, solicitation or diversion of any Contact of the Company, for or by any business similar to the business conducted by the Company, including but not limited to the research, development, manufacture, marketing, sale and distribution of bearings, steel and steel components as further described in any and all manufacturing, marketing and sales manuals and materials as the same may be altered, amended, supplemented or otherwise changed from time to time, or of any other products or services substantially similar to or readily substitutable for any such described products and services; or

(c)

Either directly or indirectly, own, manage, operate, control, be employed by, serve as a consultant, agent or independent contractor, participate in, or be connected in any manner with the ownership, management, operation or control of the Company's significant competitors which are NSK Ltd., NTN Corp., JTEKT Corporation, RBC Bearings Inc., SKF AB, ILJIN Group, Kaydon Corporation, Inc., American Roller Bearing Company, Schaeffler KG, Republic Steel, Gerdau S.A., Nucor Corporation, Steel Dynamics, Inc., CITIC Pacific, ArcelorMittal S.A., or subsidiaries or affiliates of such companies, or any other company that may emerge as a significant competitor of the Company after the execution of this Agreement (collectively hereinafter, “Competitors”) regardless of the location of the Competitor.

4. If the Associate is contacted by any current or former employee of the Company

or any Contact at any time during the two-year period following the date of the termination of employment with the Company, the Associate agrees to inform them of his obligations under this Agreement not to assist them in any way prohibited by this Agreement.

5. Because the Contacts, Competitors, customers, officers, employees, and business activities of the Company are spread throughout the United States and other countries, the Associate agrees that the geographic area contemplated by this Agreement is reasonable, fair, and required to protect the Company's interests.

6. The Associate agrees that the restrictions on his conduct in this Agreement are necessary to protect the Company's legitimate business interests, including but not limited to those described herein, and that the restrictions in this Agreement are in addition to, and do not replace, any other restrictions on competition contained in any other agreement between the Associate and the Company. The Associate further agrees that in the event of a breach or threatened breach by him of this Agreement, the Company will suffer immediate and irreparable injury and cannot be compensated by monetary damages alone, and the Company shall therefore be entitled to temporary and permanent injunctive relief, from any court of competent jurisdiction, restraining the Associate from the activities prohibited by this Agreement.

7. The Associate agrees that he possesses the necessary education, skills and experience that allow him to be employed regardless of any restrictions contained in this Agreement.

8. The Associate agrees that if the Company brings a legal action to enforce this Agreement, and is successful in whole or in part in that legal action, the time periods described in this Agreement will be extended by a time period equal to the time period between the first alleged violation of this Agreement which causes the Company to bring the legal action and the final resolution of the legal action. The Associate agrees that every paragraph or subparagraph identified in this Agreement above will be extended for the time periods described herein regardless of whether that paragraph or subparagraph is the subject of the Company's legal action.

9. The Associate agrees that nothing contained in this Agreement is intended to limit or prohibit the Company from pursuing any other remedies or rights available to it for any breach or threatened breach of this Agreement, including the recovery of money damages from the Associate.

10. The provisions of this Agreement are severable; the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement which shall remain in full force and effect. The invalid, ineffective or unenforceable provision shall, without further action by the parties, be automatically amended to effect the original purpose and intent of such provision to the fullest extent legally permissible; provided, however, that such amendment will apply only with respect to the operation of such provision in the particular jurisdiction with respect to which such adjudication is made.

11. The Company and the Associate agree that the state and federal courts located in the State of Ohio shall have jurisdiction in any action, suit or proceeding against the Company or the Associate based on or arising out of this Agreement and Associate 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 Associate; 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.

IN WITNESS WHEREOF, Associate, having read and fully understood each of the foregoing provisions, and the Company, have executed this Agreement as of this 6th day of August, 2012.

_____________________________

CL: 494930v1

For THE TIMKEN COMPANY

Title:

_____________________________

Associate

EXHIBIT 12

COMPUTATION OF RATIO EARNINGS TO FIXED CHARGES

(Dollars in millions, except ratio amounts)



	Nine Months Ended September 30,			Years Ended December 31,
	2012		2011	2011	2010		2009		2008		2007
Income (loss) from continuing operations before tax	661.5		537.3	696.8	405.5		(94.2	)	439.6		264.7
Share of undistributed (losses) income from
50%-or-less-owned affiliates, excluding
affiliates with guaranteed debt	(0.3	)	0.1	0.5	(0.2	)	0.9		(1.4	)	1.3
Amortization of capitalized interest	1.5		1.5	2.0	2.0		1.9		1.8		1.4
Interest expense	24.0		28.2	36.8	38.2		41.9		44.4		42.3
Interest portion of rental expense	6.4		5.4	7.2	8.0		8.5		8.7		7.5
Earnings (loss)	693.1		572.5	743.3	453.5		(41.0	)	493.1		317.2

Interest	26.9		28.6	38.0	38.9		43.7		47.4		48.0
Interest portion of rental expense	6.4		5.4	7.2	8.0		8.5		8.7		7.5
Fixed Charges	33.3		34.0	45.2	46.9		52.2		56.1		55.5

Ratio of Earnings to Fixed Charges	20.81		16.84	16.44	9.67		-0.79		8.79		5.72

EXHIBIT 31.1

PRINCIPAL EXECUTIVE OFFICER'S CERTIFICATIONS

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James W. Griffith, certify that:


1.	I have reviewed this 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.	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:


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: October 29, 2012	By:	/s/ James W. Griffith
		James W. Griffith
		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, Glenn A. Eisenberg, certify that:


1.	I have reviewed this 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.	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:


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 mos 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: October 29, 2012	By:	/s/ Glenn A. Eisenberg
		Glenn A. Eisenberg
		Executive Vice President - Finance and Administration
		(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, 2012, 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: October 29, 2012	By:	/s/ James W. Griffith
	Name:	James W. Griffith
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)



		By:		/s/ Glenn A. Eisenberg
		Name:		Glenn A. Eisenberg
		Title:		Executive Vice President - Finance and Administration
				(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.