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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OHIO
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34-0577130
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1835 Dueber Ave.,
SW, Canton, OH
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44706-2798
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Class
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Outstanding at September 30, 2012
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Common Shares, without par value
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95,847,056 shares
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10.1
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Form of Non-Compete Agreement entered into with the Group Presidents, as adopted August 6, 2012.
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12
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Computation of Ratio of Earnings to Fixed Charges.
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31.1
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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.
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31.2
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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.
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32
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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.
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101*
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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.
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THE TIMKEN COMPANY
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Date: December 3, 2012
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By: /s/ James W. Griffith
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James W. Griffith
President and Chief Executive Officer
(Principal Executive Officer)
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Date: December 3, 2012
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By: /s/ Glenn A. Eisenberg
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Glenn A. Eisenberg
Executive Vice President – Finance and Administration (Principal Financial Officer)
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(a)
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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;
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(b)
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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
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(c)
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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.
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Nine Months Ended
September 30,
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Years Ended December 31,
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2012
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2011
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2011
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2010
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2009
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2008
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2007
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Income (loss) from continuing operations before tax
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661.5
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537.3
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696.8
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405.5
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(94.2
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439.6
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264.7
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Share of undistributed (losses) income from
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50%-or-less-owned affiliates, excluding
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affiliates with guaranteed debt
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(0.3
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0.1
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0.5
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(0.2
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0.9
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(1.4
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1.3
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Amortization of capitalized interest
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1.5
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1.5
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2.0
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2.0
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1.9
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1.8
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1.4
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Interest expense
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24.0
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28.2
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36.8
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38.2
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41.9
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44.4
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42.3
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Interest portion of rental expense
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6.4
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5.4
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7.2
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8.0
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8.5
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8.7
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7.5
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Earnings (loss)
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693.1
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572.5
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743.3
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453.5
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(41.0
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493.1
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317.2
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Interest
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26.9
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28.6
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38.0
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38.9
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43.7
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47.4
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48.0
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Interest portion of rental expense
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6.4
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5.4
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7.2
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8.0
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8.5
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8.7
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7.5
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Fixed Charges
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33.3
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34.0
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45.2
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46.9
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52.2
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56.1
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55.5
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Ratio of Earnings to Fixed Charges
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20.81
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16.84
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16.44
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9.67
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-0.79
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8.79
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5.72
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1.
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I have reviewed this Form 10-Q of The Timken Company;
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2.
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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;
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3.
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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:
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date: October 29, 2012
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By:
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/s/ James W. Griffith
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James W. Griffith
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President and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Form 10-Q of The Timken Company;
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2.
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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;
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3.
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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:
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date: October 29, 2012
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By:
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/s/ Glenn A. Eisenberg
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Glenn A. Eisenberg
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Executive Vice President - Finance and Administration
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(Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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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.
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Date: October 29, 2012
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By:
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/s/ James W. Griffith
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Name:
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James W. Griffith
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Title:
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President and Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ Glenn A. Eisenberg
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Name:
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Glenn A. Eisenberg
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Title:
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Executive Vice President - Finance and Administration
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(Principal Financial Officer)
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