þ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Ohio
(State or other jurisdiction of incorporation or organization) |
34-0577130
(I.R.S. Employer Identification No.) |
|
1835 Dueber Avenue, S.W., Canton, Ohio
(Address of principal executive offices) |
44706
(Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, without par value | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Class | Outstanding at January 31, 2011 | |
Common Shares, without par value | 97,888,273 shares |
Document | Parts Into Which Incorporated | |
Proxy Statement for the Annual Meeting of Shareholders to be held
|
Part III | |
May 10, 2011 (Proxy Statement)
|
PAGE | ||||||||
I. | PART I. |
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Item 3. | 13 | |||||||
Item 4. | 13 | |||||||
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II. | PART II. |
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Item 5. | 14 | |||||||
Item 6. | 17 | |||||||
Item 7. | 18 | |||||||
Item 7A. | 45 | |||||||
Item 8. | 46 | |||||||
Item 9. | 87 | |||||||
Item 9A. | 87 | |||||||
Item 9B. | 89 | |||||||
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III. | Part III. |
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Item 10. | 89 | |||||||
Item 11. | 89 | |||||||
Item 12. | 89 | |||||||
Item 13. | 89 | |||||||
Item 14. | 89 | |||||||
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IV. | Part IV. |
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Item 15. | 90 | |||||||
EX-10.28 | ||||||||
EX-10.29 | ||||||||
EX-12 | ||||||||
EX-21 | ||||||||
EX-23 | ||||||||
EX-24 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
1
United States | Europe | Other Countries | Consolidated | |||||||||||||||||
(Dollars in millions) | ||||||||||||||||||||
2010
|
||||||||||||||||||||
Net sales
|
$ | 2,662.7 | $ | 516.0 | $ | 876.8 | $ | 4,055.5 | ||||||||||||
Long-lived assets
|
918.7 | 101.1 | 247.9 | 1,267.7 | ||||||||||||||||
|
||||||||||||||||||||
2009
|
||||||||||||||||||||
Net sales
|
$ | 1,943.2 | $ | 536.2 | $ | 662.2 | $ | 3,141.6 | ||||||||||||
Long-lived assets
|
976.4 | 117.2 | 241.6 | 1,335.2 | ||||||||||||||||
|
||||||||||||||||||||
2008
|
||||||||||||||||||||
Net sales
|
$ | 3,339.4 | $ | 852.3 | $ | 849.1 | $ | 5,040.8 | ||||||||||||
Long-lived assets
|
1,140.3 | 149.5 | 227.2 | 1,517.0 | ||||||||||||||||
2
3
4
5
December 31, | ||||||||||||||||||||
2010 | 2009 | |||||||||||||||||||
(Dollars in millions) | ||||||||||||||||||||
Segment:
|
||||||||||||||||||||
Mobile Industries
|
$ | 629.3 | $ | 451.4 | ||||||||||||||||
Process Industries
|
330.7 | 241.1 | ||||||||||||||||||
Aerospace & Defense
|
376.4 | 290.6 | ||||||||||||||||||
Steel
|
872.0 | 206.0 | ||||||||||||||||||
Total Company
|
$ | 2,208.4 | $ | 1,189.1 | ||||||||||||||||
6
7
8
9
10
| changes in tariff regulations, which may make our products more costly to export or import; | ||
| 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, including unexpected changes in taxation and environmental or other regulatory requirements, which could increase our operating and other expenses and limit our operations; | ||
| disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act (FCPA); | ||
| difficulty in staffing and managing geographically diverse operations; and | ||
| tax exposures related to cross-border intercompany transfer pricing and other tax risks unique to international operations. |
11
12
13
Name
Age
Current Position and Previous Positions During Last Five Years
43
2005
Chairman of the Board
57
2002
President and Chief Executive Officer; Director
45
2000
Senior Vice President and General Counsel
50
2004
Senior Vice President Project ONE
2007
Senior Vice President Supply Chain Management
2009
President Process Industries
2010
President Process Industries & Supply Chain
2011
President Process Industries
49
2002
Executive Vice President Finance and Administration
45
2006
Vice President Manufacutring Industrial Group
2007
Vice President Manufacturing Mobile Industries
2009
President Mobile Industries
2011
President Mobile Industries & Aerospace
56
2006
Senior Vice President and Controller
60
2005
President Steel Group
Table of Contents
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
2010
2009
Stock prices
Dividends
Stock prices
Dividends
High
Low
per share
High
Low
per share
$
30.69
$
22.03
$
0.09
$
20.98
$
9.88
$
0.18
$
35.90
$
25.88
$
0.13
$
19.46
$
12.53
$
0.09
$
39.59
$
24.84
$
0.13
$
24.85
$
16.10
$
0.09
$
49.35
$
37.38
$
0.18
$
26.12
$
20.84
$
0.09
Table of Contents
2006
2007
2008
2009
2010
$
92.98
$
106.89
$
65.82
$
81.71
$
167.08
115.79
122.16
76.96
97.33
111.99
134.05
136.13
64.79
100.75
121.86
Table of Contents
Total number
Maximum
of shares
number of
purchased as
shares that
part of publicly
may yet
Total number
Average
announced
be purchased
of shares
price paid
plans or
under the plans
Period
purchased
(1)
per share
(2)
programs
or programs
(3)
9,520
$
41.32
3,000,000
173,446
43.58
3,000,000
2,229
47.23
3,000,000
185,195
$
43.51
3,000,000
(1)
Represents shares of the Companys common stock that are owned and
tendered by employees to exercise stock options,
and to satisfy withholding obligations in connection with the exercise of stock options and vesting
of restricted shares.
(2)
For shares tendered in connection with the vesting of restricted shares, the
average price paid per share is an average
calculated using the daily high and low of the Companys common stock as quoted on the New York
Stock Exchange
at the time of vesting. For shares tendered in connection with the exercises of stock options, the
price paid is the real time
trading stock price at the time the options are exercised.
(3)
Pursuant to the Companys 2006 common stock purchase plan, the Company may purchase
up to four million shares
of common stock at an amount not to exceed $180 million in the aggregate. The Company may purchase
shares
under its 2006 common stock purchase plan until December 31, 2012. The Company may purchase shares
from time to
time in open market purchases or privately negotiated transactions. The Company may make all or
part of the purchases
pursuant to accelerated share repurchases or Rule 10b5-1 plans.
Table of Contents
2010
2009
2008
2007
2006
(Dollars in millions, except per share data)
$
4,055.5
$
3,141.6
$
5,040.8
$
4,532.1
$
4,276.4
1,021.7
582.7
1,151.9
955.0
893.2
563.8
472.7
657.1
631.2
611.2
21.7
164.1
32.8
28.4
30.9
0.5
64.3
436.2
(54.1
)
462.0
294.9
186.8
3.8
(0.1
)
16.2
5.1
65.4
34.5
40.0
38.6
42.3
49.0
269.5
(66.0
)
282.6
210.7
146.2
7.4
(72.6
)
(11.3
)
12.9
79.7
$
274.8
$
(134.0
)
$
267.7
$
220.1
$
222.5
$
828.5
$
671.2
$
1,000.5
$
936.0
$
789.5
1,267.7
1,335.2
1,517.0
1,430.5
1,289.0
4,180.4
4,006.9
4,536.0
4,379.2
4,027.1
22.4
26.3
91.5
108.4
40.2
9.6
17.1
17.1
33.9
9.9
481.7
469.3
515.2
580.6
547.4
513.7
512.7
623.8
722.9
597.5
513.7
512.7
623.8
722.9
597.5
(877.1
)
(755.5
)
(133.3
)
(42.9
)
(107.9
)
(363.4
)
(242.8
)
490.5
680.0
489.6
2,238.6
2,411.3
2,873.0
2,426.1
2,521.0
$
1,941.8
$
1,595.6
$
1,663.0
$
1,933.9
$
1,488.9
(363.4
)
(242.8
)
490.5
680.0
489.6
1,941.8
1,595.6
1,663.0
1,933.9
1,488.9
1,578.4
1,352.8
2,153.5
2,613.9
1,978.5
6.6
%
(2.1
)%
5.6
%
4.6
%
3.4
%
6.8
%
(4.3
)%
5.3
%
4.9
%
5.2
%
13.9
%
(4.1
)%
17.0
%
10.9
%
9.8
%
$
222.2
$
168.8
$
244.3
$
216.0
$
191.6
$
115.8
$
114.1
$
258.1
$
289.8
$
247.8
$
189.7
$
201.5
$
200.8
$
187.9
$
149.7
2.9
%
3.6
%
5.1
%
6.4
%
5.8
%
$
0.53
$
0.45
$
0.70
$
0.66
$
0.62
$
2.76
$
(0.64
)
$
2.90
$
2.17
$
1.52
$
2.73
$
(0.64
)
$
2.89
$
2.16
$
1.51
$
2.83
$
(1.39
)
$
2.78
$
2.31
$
2.37
$
2.81
$
(1.39
)
$
2.77
$
2.29
$
2.35
(23.0
)%
(17.9
)%
22.8
%
26.0
%
24.7
%
19,839
16,667
20,550
20,720
21,235
39,118
27,127
47,742
49,012
42,608
(1)
The Company presents net debt because it believes net debt is more
representative of the Companys financial position due to temporary changes in cash
and cash equivalents.
(2)
Return on equity is defined as income from continuing operations
divided by ending shareholders equity.
(3)
Based on average number
of employees employed during the year.
(4)
Based on average number of shares outstanding during the year.
(5)
Based on average number of shares outstanding during the year and includes
discontinued operations for all periods presented.
(6)
Adjusted to exclude NRB and
Latrobe Steel for all periods.
(7)
Includes an estimated count of shareholders having common stock held for their
accounts by banks, brokers and trustees for benefit plans.
Table of Contents
Mobile Industries
provides bearings, power transmission components and related products and
services to original equipment manufacturers and suppliers building agricultural, construction
and mining equipment, passenger cars, light trucks, medium and heavy-duty trucks, rail cars
and locomotives, as well as to automotive aftermarket and heavy-duty truck distributors.
Process Industries
provides bearings, power transmission components and related products
and services, working side by side with original equipment manufacturers of power
transmission, energy and heavy industries machinery and equipment. This includes rolling
mills, cement and aggregate processing equipment, paper mills, sawmills, printing presses,
cranes, hoists, drawbridges, wind energy turbines, gear drives, drilling equipment, coal
conveyors, coal crushers and food processing equipment. The segment also serves aftermarket
sales through its global network of authorized industrial distributors.
Aerospace and Defense
manufactures bearings, helicopter transmission systems, rotor head
assemblies, turbine engine components, gears and other precision flight-critical components
for commercial and military aviation applications and provides aftermarket services, including
repair and overhaul of engines, transmissions and fuel controls, as well as aerospace bearing
repair and component reconditioning. Additionally, this segment manufactures precision
bearings, higher-level assemblies and sensors for equipment manufacturers of health and
positioning control equipment.
Steel
produces more than 450 grades of carbon and alloy steel, which are sold in both solid
and tubular sections in a variety of chemistries, lengths and finishes. The groups
metallurgical expertise and operational capabilities result in solutions for the automotive,
industrial and energy sectors. Timken
®
specialty steels feature prominently in a wide variety
of end products including oil country drill pipe, bits and collars; gears, hubs, axles,
crankshafts and connecting rods; bearing races and rolling elements, and bushings, fuel
injectors and wind energy shafts.
For
differentiation
, the Company undertakes investments in new technologies to enhance
existing products and services or to create new products that capture value for its customers.
In 2010, the Company significantly broadened its product offering, introducing new housed
bearings, adding to its spherical and cylindrical bearing line and developing new products and
services for the wind energy market sector. Several new grades of steel were introduced, with
roughly 25% of the sales for the Steel segment emanating from new products introduced over the
past five years.
Regarding
expansion
, the Companys strategy is to grow in attractive sectors, with
particular emphasis on those industrial markets that test the limits of the Companys products
and create significant aftermarket, thereby providing a lifetime of opportunity in both product
sales and services. The Companys strategy also encompasses expanding the portfolio in new
geographic spaces, with an emphasis in Asia, where it has expanded its manufacturing footprint
to include eight manufacturing plants with roughly 4,500 associates and 2010 sales of $470
million, or 12 percent of total Company sales. The Companys acquisition strategy is directed
at complementing its existing portfolio and expanding the Companys market position. Examples
that demonstrate this strategy include the acquisitions of the assets of The Purdy Corporation,
within the Aerospace and Defense segment, and of Boring Specialties, Inc., within the Steel
segment.
Table of Contents
In December 2010, our Steel Groups wholly owned subsidiary TSB Recycling purchased
substantially all of the assets of City Scrap and Salvage Co. (City Scrap) in Akron, Ohio.
The City Scrap acquisition will streamline the supply of scrap to Timkens steel operations,
improving efficiency and increasing supply chain reliability.
In September 2010, the Company completed the acquisition of QM Bearings and Power
Transmission, Inc. (QM Bearings), headquartered in Ferndale, Washington. QM Bearings
manufactures spherical roller bearing steel housed units and elastomeric and steel couplings
and expands the Companys presence in demanding applications used in sawmill and logging
operations.
In August 2010, the Company announced a $50 million investment in its steel operations to
install a new intermediate finishing line at the Gambrinus Steel Plant and to expand the steel
lay-down yard at the Harrison Steel Plants small-bar mill, both located in Canton, Ohio.
In July 2010, the first product shipped from the Companys new ultra-large bore bearing
manufacturing facility in Xiangtan, China; the Company holds an 80 percent equity ownership.
In May 2010, the Company completed the final installation of Project O.N.E., a multi-year
program launched in 2005 to improve the Companys business processes and systems. The Company
invested $215.8 million to implement Project O.N.E, of which approximately $126.5 million was
capitalized. Presently, 90% of the Bearings and Power Transmission Groups global sales flow
through the new system.
On December 31, 2009, the Company completed the sale of the assets of its Needle Roller
Bearings (NRB) operations to JTEKT Corporation (JTEKT). The Company received approximately
$303.6 million in cash proceeds for these operations and retained certain receivables.
2010
2009
$ Change
% Change
$
4,055.5
$
3,141.6
$
913.9
29.1
%
269.5
(66.0
)
335.5
NM
7.4
(72.6
)
80.0
110.2
%
2.1
(4.6
)
6.7
145.7
%
274.8
(134.0
)
408.8
305.1
%
$
2.73
$
(0.64
)
$
3.37
NM
0.08
(0.75
)
0.83
110.7
%
$
2.81
$
(1.39
)
$
4.20
302.2
%
97,516,202
96,135,783
1.4
%
Table of Contents
2010
2009
$ Change
% Change
(Excludes intersegment sales)
$
1,560.3
$
1,245.0
$
315.3
25.3
%
900.0
806.0
94.0
11.7
%
338.3
417.7
(79.4
)
(19.0
)%
1,256.9
672.9
584.0
86.8
%
$
4,055.5
$
3,141.6
$
913.9
29.1
%
2010
2009
$ Change
Change
$
1,021.7
$
582.7
$
439.0
75.3
%
25.2
%
18.5
%
670
bps
$
5.5
$
8.2
$
(2.7
)
(32.9
)%
Table of Contents
2010
2009
$ Change
Change
$
563.8
$
472.7
$
91.1
19.3
%
13.9
%
15.0
%
(110
) bps
$
0.8
$
2.9
$
(2.1
)
(72.4
)%
2010
2009
$ Change
$
4.7
$
107.6
$
(102.9
)
6.4
52.8
(46.4
)
10.6
3.7
6.9
$
21.7
$
164.1
$
(142.4
)
Table of Contents
Table of Contents
2010
2009
$
34.0
$
17.0
17.0
55.6
(28.9
)
(38.6
)
$
22.1
$
34.0
2010
2009
$ Change
%Change
$
38.2
$
41.9
$
(3.7
)
(8.8
)%
$
(3.7
)
$
(1.9
)
$
(1.8
)
(94.7
)%
2010
2009
$ Change
% Change
$
2.0
$
3.6
$
(1.6
)
(44.4
)%
(6.1
)
6.1
100.0
%
1.8
2.4
(0.6
)
(25.0
)%
$
1.8
$
(3.7
)
$
5.5
148.6
%
Table of Contents
2010
2009
$ Change
Change
$
136.0
$
(28.2
)
$
164.2
NM
33.5
%
29.9
%
360
bps
2010
2009
$ Change
% Change
$
$
(60.0
)
$
60.0
100.0
%
7.4
(12.6
)
20.0
158.7
%
$
7.4
$
(72.6
)
$
80.0
110.2
%
Table of Contents
2010
2009
$ Change
% Change
$
2.1
$
(4.6
)
$
6.7
145.7
%
2010
2009
$ Change
Change
$
1,560.6
$
1,245.0
$
315.6
25.3
%
$
223.5
$
30.5
$
193.0
NM
14.3
%
2.4
%
1,190
bps
2010
2009
$ Change
% Change
$
1,560.6
$
1,245.0
$
315.6
25.3
%
3.5
3.5
NM
$
1,557.1
$
1,245.0
$
312.1
25.1
%
Table of Contents
2010
2009
$ Change
Change
$
903.4
$
808.7
$
94.7
11.7
%
$
138.2
$
118.5
$
19.7
16.6
%
15.3
%
14.7
%
60
bps
2010
2009
$ Change
% Change
$
903.4
$
808.7
$
94.7
11.7
%
4.9
4.9
NM
1.7
1.7
NM
$
896.8
$
808.7
$
88.1
10.9
%
2010
2009
$ Change
Change
$
338.3
$
417.7
$
(79.4
)
(19.0
)%
$
21.2
$
72.5
$
(51.3
)
(70.8
)%
6.3
%
17.4
%
(1,110
) bps
2010
2009
$ Change
%Change
$
338.3
$
417.7
$
(79.4
)
(19.0
)%
(1.4
)
(1.4
)
NM
$
339.7
$
417.7
$
(78.0
)
(18.7
)%
Table of Contents
2010
2009
$ Change
Change
$
1,359.5
$
714.9
$
644.6
90.2
%
$
146.3
$
(57.9
)
$
204.2
NM
10.8
%
(8.1
)%
1,890
bps
2010
2009
$ Change
% Change
$
1,359.5
$
714.9
$
644.6
90.2
%
0.7
0.7
NM
$
1,358.8
$
714.9
$
643.9
90.1
%
2010
2009
$ Change
Change
$
66.8
$
48.7
$
18.1
37.2
%
1.6
%
1.6
%
bps
Table of Contents
2009
2008
$ Change
% Change
$
3,141.6
$
5,040.8
$
(1,899.2
)
(37.7
)%
(66.0
)
282.6
(348.6
)
(123.4
)%
(72.6
)
(11.3
)
(61.3
)
NM
(4.6
)
3.6
(8.2
)
(227.8
)%
(134.0
)
267.7
(401.7
)
(150.1
)%
$
(0.64
)
$
2.89
$
(3.53
)
(122.1
)%
(0.75
)
(0.12
)
(0.63
)
NM
$
(1.39
)
$
2.77
$
(4.16
)
(150.2
)%
96,135,783
95,947,643
0.2
%
2009
2008
$ Change
% Change
$
1,245.0
$
1,771.9
$
(526.9
)
(29.7
)%
806.0
1,163.0
(357.0
)
(30.7
)%
417.7
411.9
5.8
1.4
%
672.9
1,694.0
(1,021.1
)
(60.3
)%
$
3,141.6
$
5,040.8
$
(1,899.2
)
(37.7
)%
Table of Contents
2009
2008
$ Change
Change
$
582.7
$
1,151.9
$
(569.2
)
(49.4
)%
18.5
%
22.9
%
(440
) bps
$
8.2
$
3.4
$
4.8
141.2
%
2009
2008
$ Change
Change
$
472.7
$
657.1
$
(184.4
)
(28.1
)%
15.0
%
13.0
%
200
bps
$
2.9
$
1.5
$
1.4
93.3
%
2009
2008
$ Change
$
107.6
$
20.1
$
87.5
52.8
8.7
44.1
3.7
4.0
(0.3
)
$
164.1
$
32.8
$
131.3
Table of Contents
Table of Contents
2009
2008
$ Change
% Change
$
41.9
$
44.4
$
(2.5
)
(5.6
)%
$
(1.9
)
$
(5.8
)
$
3.9
67.2
%
2009
2008
$ Change
% Change
$
3.6
$
9.1
$
(5.5
)
(60.4
)%
19.5
(19.5
)
(100.0
)%
(6.1
)
(6.1
)
NM
2.4
(12.4
)
14.8
119.4
%
$
(3.7
)
$
7.1
$
(10.8
)
(152.1
)%
2009
2008
$ Change
Change
$
(28.2
)
$
157.0
$
(185.2
)
(118.0
)%
29.9
%
35.7
%
(580
) bps
Table of Contents
2009
2008
$ Change
% Change
$
(60.0
)
$
(11.3
)
$
(48.7
)
NM
(12.6
)
(12.6
)
NM
$
(72.6
)
$
(11.3
)
$
(61.3
)
NM
2009
2008
$ Change
% Change
$
(4.6
)
$
3.6
$
(8.2
)
(227.8
)%
Table of Contents
2009
2008
$ Change
Change
$
1,245.0
$
1,771.9
$
(526.9
)
(29.7
)%
$
30.5
$
35.8
$
(5.3
)
(14.8
)%
2.4
%
2.0
%
40
bps
2009
2008
$ Change
% Change
$
1,245.0
$
1,771.9
$
(526.9
)
(29.7
)%
(56.8
)
(56.8
)
NM
$
1,301.8
$
1,771.9
$
(470.1
)
(26.5
)%
2009
2008
$ Change
Change
$
808.7
$
1,166.1
$
(357.4
)
(30.6
)%
$
118.5
$
218.7
$
(100.2
)
(45.8
)%
14.7
%
18.8
%
(410
) bps
2009
2008
$ Change
% Change
$
808.7
$
1,166.1
$
(357.4
)
(30.6
)%
(27.5
)
(27.5
)
NM
$
836.2
$
1,166.1
$
(329.9
)
(28.3
)%
Table of Contents
2009
2008
$ Change
Change
$
417.7
$
411.9
$
5.8
1.4
%
$
72.5
$
41.4
$
31.1
75.1
%
17.4
%
10.1
%
730
bps
2009
2008
$ Change
% Change
$
417.7
$
411.9
$
5.8
1.4
%
10.0
10.0
NM
(2.6
)
(2.6
)
NM
$
410.3
$
411.9
$
(1.6
)
(0.4
)%
2009
2008
$ Change
Change
$
714.9
$
1,852.0
$
(1,137.1
)
(61.4
)%
$
(57.9
)
$
264.0
$
(321.9
)
(121.9
)%
(8.1
)%
14.3
%
(2,240
) bps
2009
2008
$ Change
% Change
$
714.9
$
1,852.0
$
(1,137.1
)
(61.4
)%
7.5
7.5
NM
(5.1
)
(5.1
)
NM
$
712.5
$
1,852.0
$
(1,139.5
)
(61.5
)%
Table of Contents
2009
2008
$ Change
Change
$
48.7
$
68.4
$
(19.7
)
(28.8
)%
1.6
%
1.4
%
20
bps
December 31,
2010
2009
$ Change
% Change
$
877.1
$
755.5
$
121.6
16.1
%
516.6
411.2
105.4
25.6
%
828.5
671.2
157.3
23.4
%
100.4
61.5
38.9
63.3
%
11.3
11.8
(0.5
)
(4.2
)%
65.3
111.3
(46.0
)
(41.3
)%
$
2,399.2
$
2,022.5
$
376.7
18.6
%
December 31,
2010
2009
$ Change
% Change
$
3,454.0
$
3,398.1
$
55.9
1.6
%
(2,186.3
)
(2,062.9
)
(123.4
)
(6.0
)%
$
1,267.7
$
1,335.2
$
(67.5
)
(5.1
)%
Table of Contents
December 31,
2010
2009
$ Change
% Change
$
224.4
$
221.7
$
2.7
1.2
%
129.2
132.1
(2.9
)
(2.2
)%
121.5
248.6
(127.1
)
(51.1
)%
38.4
46.8
(8.4
)
(17.9
)%
$
513.5
$
649.2
$
(135.7
)
(20.9
)%
December 31,
2010
2009
$ Change
% Change
$
22.4
$
26.3
$
(3.9
)
(14.8
)%
263.5
156.0
107.5
68.9
%
233.4
142.5
90.9
63.8
%
14.0
14.0
NM
0.7
9.2
(8.5
)
(92.4
)%
176.3
189.3
(13.0
)
(6.9
)%
9.6
17.1
(7.5
)
(43.9
)%
$
719.9
$
540.4
$
179.5
33.2
%
December 31,
2010
2009
$ Change
% Change
$
481.7
$
469.3
$
12.4
2.6
%
394.5
690.9
(296.4
)
(42.9
)%
531.2
604.2
(73.0
)
(12.1
)%
6.0
6.1
(0.1
)
(1.6
)%
105.3
100.4
4.9
4.9
%
$
1,518.7
$
1,870.9
$
(352.2
)
(18.8
)%
Table of Contents
December 31,
2010
2009
$ Change
% Change
$
934.8
$
896.5
$
38.3
4.3
%
1,626.4
1,402.9
223.5
15.9
%
(624.7
)
(717.1
)
92.4
12.9
%
(11.5
)
(4.7
)
(6.8
)
(144.8
)%
16.8
18.0
(1.2
)
(6.7
)%
$
1,941.8
$
1,595.6
$
346.2
21.7
%
December 31,
2010
2009
$ Change
$
312.7
$
587.7
$
(275.0
)
(152.9
)
194.2
(347.1
)
(32.9
)
(178.0
)
145.1
(5.3
)
18.2
(23.5
)
$
121.6
$
622.1
$
(500.5
)
Table of Contents
December 31,
2010
2009
$
22.4
$
26.3
9.6
17.1
481.7
469.3
513.7
512.7
(877.1
)
(755.5
)
$
(363.4
)
$
(242.8
)
December 31,
2010
2009
$
(363.4
)
$
(242.8
)
1,941.8
1,595.6
$
1,578.4
$
1,352.8
(23.0
)%
(17.9
)%
Table of Contents
Less than
More than
Contractual Obligations
Total
1 Year
1-3 Years
3-5 Years
5 Years
$
254.2
$
29.0
$
57.0
$
32.9
$
135.3
491.3
9.6
1.0
267.0
213.7
22.4
22.4
118.2
29.0
42.2
29.7
17.3
2,452.0
237.8
486.3
486.1
1,241.8
$
3,338.1
$
327.8
$
586.5
$
815.7
$
1,608.1
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
a)
deterioration in world economic conditions, including additional adverse effects from
the global economic slowdown, terrorism or hostilities. This includes, but is not limited
to, political risks associated with the potential instability of governments and legal
systems in countries in which the Company or its customers conduct business, and changes in
currency valuations;
b)
the effects of fluctuations in customer demand on sales, product mix and prices in the
industries in which the Company operates. This includes the ability of the Company to
respond to the rapid changes in customer demand, the effects of customer bankruptcies or
liquidations, the impact of changes in industrial business cycles and whether conditions of
fair trade continue in the U.S. markets;
c)
competitive factors, including changes in market penetration, increasing price
competition by existing or new foreign and domestic competitors, the introduction of new
products by existing and new competitors and new technology that may impact the way the
Companys products are sold or distributed;
d)
changes in operating costs. This includes: the effect of changes in the Companys
manufacturing processes; changes in costs associated with varying levels of operations and
manufacturing capacity; higher cost and availability of raw materials and energy; the
Companys ability to mitigate the impact of fluctuations in raw materials and energy costs
and the operation of the Companys surcharge mechanism; changes in the expected costs
associated with product warranty claims; changes resulting from inventory management and
cost reduction initiatives and different levels of customer demands; the effects of
unplanned work stoppages; and changes in the cost of labor and benefits;
e)
the success of the Companys operating plans, including its ability to achieve the
benefits from its ongoing continuous improvement and rationalization programs; the ability
of acquired companies to achieve satisfactory operating results; and the Companys ability
to maintain appropriate relations with unions that represent Company associates in certain
locations in order to avoid disruptions of business;
f)
unanticipated litigation, claims or assessments. This includes, but is not limited to,
claims or problems related to intellectual property, product liability or warranty,
environmental issues, and taxes;
g)
changes in worldwide financial markets, including availability of financing and
interest rates, which affect: the Companys ability to raise capital or increase the
Companys cost of funds; the overall performance of the Companys pension fund investments;
and/or customer demand and the ability of customers to obtain financing to purchase the
Companys products or equipment that contain the Companys products; and
h)
those items identified under Item 1A. Risk Factors on pages 8 through 12.
Table of Contents
Table of Contents
Year Ended December 31,
(Dollars in millions, except per share data)
2010
2009
2008
$
4,055.5
$
3,141.6
$
5,040.8
3,033.8
2,558.9
3,888.9
1,021.7
582.7
1,151.9
563.8
472.7
657.1
21.7
164.1
32.8
436.2
(54.1
)
462.0
(38.2
)
(41.9
)
(44.4
)
3.7
1.9
5.8
2.0
3.6
9.1
1.8
(3.7
)
7.1
405.5
(94.2
)
439.6
136.0
(28.2
)
157.0
269.5
(66.0
)
282.6
7.4
(72.6
)
(11.3
)
276.9
(138.6
)
271.3
2.1
(4.6
)
3.6
$
274.8
$
(134.0
)
$
267.7
$
267.4
$
(61.4
)
$
279.0
7.4
(72.6
)
(11.3
)
$
274.8
$
(134.0
)
$
267.7
Company Common Shareholders
$
2.76
$
(0.64
)
$
2.90
0.07
(0.75
)
(0.12
)
$
2.83
$
(1.39
)
$
2.78
$
2.73
$
(0.64
)
$
2.89
0.08
(0.75
)
(0.12
)
$
2.81
$
(1.39
)
$
2.77
$
0.53
$
0.45
$
0.70
Table of Contents
Table of Contents
Year Ended December 31,
(Dollars in millions)
2010
2009
2008
$
274.8
$
(134.0
)
$
267.7
(7.4
)
72.6
11.3
2.1
(4.6
)
3.6
189.7
201.5
200.8
4.7
113.7
20.1
6.5
6.8
(15.2
)
58.8
22.8
1.9
16.9
14.9
16.8
93.1
96.7
84.7
(337.0
)
(113.5
)
(70.5
)
(104.8
)
174.5
107.6
(150.0
)
356.1
(97.7
)
173.6
(156.1
)
(57.9
)
97.2
(48.6
)
35.7
(12.9
)
(2.7
)
(8.0
)
305.3
600.1
500.9
7.4
(12.4
)
76.7
312.7
587.7
577.6
(115.8
)
(114.1
)
(258.1
)
(22.6
)
(0.4
)
(86.0
)
1.9
2.6
36.4
303.6
(15.0
)
(1.4
)
4.9
0.5
(152.9
)
196.6
(307.2
)
(2.4
)
(13.5
)
(152.9
)
194.2
(320.7
)
(51.3
)
(43.2
)
(67.5
)
(29.2
)
50.4
0.9
16.9
225.0
(225.0
)
18.2
255.0
810.4
(10.8
)
(13.7
)
(305.7
)
(884.1
)
(3.8
)
(74.2
)
(21.6
)
(3.5
)
(32.9
)
(178.0
)
(145.9
)
(5.3
)
18.2
(20.5
)
121.6
622.1
90.5
755.5
133.4
42.9
$
877.1
$
755.5
$
133.4
Table of Contents
Common Stock
Earnings
Accumulated
Other
Invested
Other
Non-
Stated
Paid-In
in the
Comprehensive
Treasury
controlling
(Dollars in millions, except per share data)
Total
Capital
Capital
Business
Income (Loss)
Stock
Interest
$
1,980.0
$
53.1
$
809.8
$
1,379.9
$
(271.3
)
$
(10.8
)
$
19.3
271.3
267.7
3.6
(149.9
)
(149.9
)
(397.6
)
(397.6
)
0.2
0.2
(1.1
)
(1.1
)
(277.1
)
1.6
1.6
(1.7
)
(1.7
)
(67.5
)
(67.5
)
4.5
4.5
16.8
16.8
(6.0
)
(5.2
)
(0.8
)
12.4
12.4
$
1,663.0
$
53.1
$
838.3
$
1,580.1
$
(819.7
)
$
(11.6
)
$
22.8
(138.6
)
(134.0
)
(4.6
)
39.8
39.8
62.0
62.1
(0.1
)
0.7
0.7
(36.1
)
1.0
1.0
(1.1
)
(1.1
)
(43.2
)
(43.2
)
0.1
0.1
14.9
14.9
(3.8
)
(10.7
)
6.9
0.8
0.8
$
1,595.6
$
53.1
$
843.4
$
1,402.9
$
(717.1
)
$
(4.7
)
$
18.0
276.9
274.8
2.1
(5.2
)
(5.2
)
98.5
98.6
(0.1
)
(0.2
)
(0.2
)
(0.8
)
(0.8
)
369.2
(3.5
)
(1.0
)
(2.5
)
(0.7
)
(0.7
)
(51.3
)
(51.3
)
5.7
5.7
16.9
16.9
(7.6
)
(0.8
)
(6.8
)
authorized (1)
17.5
17.5
$
1,941.8
$
53.1
$
881.7
$
1,626.4
$
(624.7
)
$
(11.5
)
$
16.8
(1)
Share activity was in conjunction with employee benefit and stock option plans.
Table of Contents
(Dollars in millions, except per share data)
December 31,
2010
2009
$
57.9
$
53.0
371.9
269.1
398.7
349.1
$
828.5
$
671.2
Table of Contents
December 31,
2010
2009
$
623.2
$
611.7
2,830.8
2,786.4
3,454.0
3,398.1
(2,186.3
)
(2,062.9
)
$
1,267.7
$
1,335.2
Table of Contents
Table of Contents
2010
2009
2008
$
2.6
$
$
11.4
6.1
13.1
8.5
0.1
3.4
12.8
4.3
0.4
24.7
6.9
28.5
$
31.8
$
0.4
$
90.6
$
8.7
$
$
4.6
0.5
9.2
4.6
$
22.6
$
0.4
$
86.0
Table of Contents
2010
2009
2008
$
$
406.7
$
622.8
376.3
533.2
30.4
89.6
59.3
67.8
52.6
31.6
0.2
0.4
1.7
0.2
(83.4
)
(10.4
)
23.5
(0.9
)
11.6
(19.9
)
(4.2
)
7.2
$
7.4
$
(72.6
)
$
(11.3
)
2010
2009
2008
$
267.4
$
(61.4
)
$
279.0
(1.2
)
(1.9
)
$
266.2
$
(61.4
)
$
277.1
96,535,273
96,135,783
95,650,104
980,929
297,539
97,516,202
96,135,783
95,947,643
$
2.76
$
(0.64
)
$
2.90
$
2.73
$
(0.64
)
$
2.89
Table of Contents
2010
2009
$
87.0
$
92.2
(710.1
)
(808.7
)
0.2
(1.6
)
(0.8
)
$
(624.7
)
$
(717.1
)
2010
2009
$
22.4
$
26.3
$
22.4
$
26.3
Table of Contents
2010
2009
$
175.0
$
175.0
249.7
249.7
12.2
12.2
9.5
9.5
17.0
17.0
8.3
11.7
19.6
11.3
491.3
486.4
9.6
17.1
$
481.7
$
469.3
Table of Contents
2010
2009
2008
$
4.7
$
107.6
$
20.1
6.4
52.8
8.7
10.6
3.7
4.0
$
21.7
$
164.1
$
32.8
Table of Contents
Table of Contents
Mobile
Process
Aerospace
Industries
Industries
& Defense
Steel
Corporate
Total
$
2.1
$
0.6
$
2.0
$
$
$
4.7
2.6
1.3
2.0
(0.1
)
0.6
6.4
8.7
1.3
0.6
10.6
$
13.4
$
3.2
$
4.6
$
(0.1
)
$
0.6
$
21.7
Mobile
Process
Aerospace
Industries
Industries
& Defense
Steel
Corporate
Total
$
75.2
$
30.4
$
2.0
$
$
$
107.6
31.1
13.3
3.0
3.3
2.1
52.8
2.1
1.6
3.7
$
108.4
$
45.3
$
5.0
$
3.3
$
2.1
$
164.1
Mobile
Process
Aerospace
Industries
Industries
& Defense
Steel
Corporate
Total
$
18.8
$
1.3
$
$
$
$
20.1
6.7
0.6
1.1
0.3
8.7
1.7
1.9
0.4
4.0
$
27.2
$
3.8
$
$
1.5
$
0.3
$
32.8
2010
2009
$
34.0
$
17.0
17.0
55.6
(28.9
)
(38.6
)
$
22.1
$
34.0
Table of Contents
2010
2009
$
5.4
$
13.5
6.0
4.7
(3.4
)
(12.8
)
$
8.0
$
5.4
Table of Contents
Beginning
Ending
Balance
Acquisitions
Impairment
Other
Balance
$
49.5
$
1.8
$
$
(1.3
)
$
50.0
162.6
(0.3
)
162.3
9.6
2.5
12.1
$
221.7
$
4.3
$
$
(1.6
)
$
224.4
Beginning
Ending
Balance
Acquisitions
Impairment
Other
Balance
$
49.8
$
$
$
(0.3
)
$
49.5
162.0
0.3
0.3
162.6
9.6
9.6
$
221.4
$
0.3
$
$
$
221.7
Table of Contents
2010
2009
Gross
Net
Gross
Net
Carrying
Accumulated
Carrying
Carrying
Accumulated
Carrying
Amount
Amortization
Amount
Amount
Amortization
Amount
$
82.0
$
18.6
$
63.4
$
79.1
$
14.3
$
64.8
2.0
2.0
2.0
2.0
2.1
1.0
1.1
2.1
0.9
1.2
0.2
0.1
0.1
8.2
3.3
4.9
7.9
3.0
4.9
4.4
3.3
1.1
4.4
2.9
1.5
39.0
6.3
32.7
35.6
4.2
31.4
6.0
5.0
1.0
6.0
4.7
1.3
8.8
2.7
6.1
8.8
2.2
6.6
2.7
1.9
0.8
2.7
1.2
1.5
7.6
6.0
1.6
7.6
5.3
2.3
$
163.0
$
50.2
$
112.8
$
156.2
$
40.7
$
115.5
$
224.4
$
$
224.4
$
221.7
$
$
221.7
2.0
2.0
1.4
1.4
0.2
0.2
1.0
1.0
14.2
14.2
14.2
14.2
$
240.8
$
$
240.8
$
238.3
$
$
238.3
$
403.8
$
50.2
$
353.6
$
394.5
$
40.7
$
353.8
Table of Contents
2010
2009
2008
$
9.04
$
4.44
$
9.89
2.65
%
2.04
%
3.68
%
1.81
%
2.65
%
2.08
%
0.470
0.430
0.351
6
6
6
Weighted
Average
Weighted
Remaining
Aggregate
Number of
Average
Contractual
Intrinsic Value
Shares
Exercise Price
Term
(millions)
5,348,272
$
24.37
1,183,940
22.67
(2,114,048
)
24.64
(217,268
)
22.34
4,200,896
$
23.86
7 years
$
100.3
1,786,693
$
26.72
5 years
$
37.5
Weighted
Number of
Average Grant
Shares
Date Fair Value
768,524
$
23.80
400,980
23.59
(372,942
)
27.26
(114,996
)
17.18
681,566
$
22.90
Table of Contents
Table of Contents
Defined Benefit Pension Plans
Postretirement Benefit Plans
2010
2009
2008
2010
2009
2008
$
32.7
$
39.7
$
36.7
$
2.1
$
2.6
$
3.1
157.9
158.9
161.4
35.6
39.5
41.3
(199.5
)
(192.9
)
(200.9
)
9.5
11.3
12.6
(1.5
)
(2.2
)
(2.1
)
51.9
35.8
29.6
4.0
3.7
5.6
0.4
3.0
0.3
(0.1
)
(0.1
)
$
52.9
$
55.7
$
39.6
$
40.2
$
43.6
$
47.9
6.0
%
6.3
%
6.3
%
5.75
%
6.3
%
6.3
%
2% to 3
%
1.5% to 3
%
3% to 4
%
8.75
%
8.75
%
8.75
%
5.25% to 8.5
%
5.75% to 9
%
5.25% to 8.49
%
2.66% to 6.12
%
2.75% to 6.31
%
2.75% to 5.19
%
4.25% to 9.5
%
4.5% to 9.2
%
4.5% to 8.68
%
Table of Contents
Defined Benefit
Postretirement
Pension Plans
Benefit Plans
2010
2009
2010
2009
$
2,767.6
$
2,600.9
$
662.7
$
671.1
32.7
39.7
2.1
2.6
157.9
158.9
35.6
39.5
1.0
5.4
1.7
(0.4
)
60.5
120.8
(5.2
)
8.5
0.2
0.3
(11.4
)
33.0
0.1
0.6
(5.5
)
(17.6
)
(6.7
)
(186.7
)
(171.0
)
(53.0
)
(52.5
)
(2.8
)
$
2,816.3
$
2,767.6
$
644.0
$
662.7
Table of Contents
Defined Benefit
Postretirement
Pension Plans
Benefit Plans
2010
2009
2010
2009
$
2,079.8
$
1,757.8
$
$
311.4
402.9
0.2
0.3
230.0
62.6
107.0
52.5
(5.7
)
27.2
(6.0
)
(186.7
)
(171.0
)
(53.0
)
(52.5
)
$
2,423.0
$
2,079.8
$
54.0
$
$
(393.3
)
$
(687.8
)
$
(590.0
)
$
(662.7
)
$
6.9
$
8.7
$
$
(5.7
)
(5.6
)
(58.8
)
(58.5
)
(394.5
)
(690.9
)
(531.2
)
(604.2
)
$
(393.3
)
$
(687.8
)
$
(590.0
)
$
(662.7
)
$
966.8
$
1,072.3
$
104.1
$
113.5
32.3
41.4
6.3
3.1
$
999.1
$
1,113.7
$
110.4
$
116.6
$
1,113.7
$
1,240.2
$
116.6
$
116.7
(51.1
)
(90.7
)
(5.4
)
1.8
0.6
1.3
1.7
(0.4
)
0.1
(51.9
)
(35.8
)
(4.0
)
(3.7
)
(9.5
)
(11.3
)
1.5
2.2
(2.7
)
9.9
$
999.1
$
1,113.7
$
110.4
$
116.6
Table of Contents
Defined Benefit Pension Plans
Postretirement Benefit Plans
2010
2009
2010
2009
5.75
%
6.0
%
5.5
%
5.75
%
2% to 3
%
1.5% to 3
%
4.75% to 9
%
5.25% to 8.5
%
2.5% to 8.84
%
2.66% to 6.12%
%
Table of Contents
Percentage of Pension Plan Assets at
Current Target
December 31,
Asset Category
Allocation
2010
2009
55% to 65
%
59
%
61
%
35% to 45
%
41
%
39
%
100
%
100
%
100
%
Table of Contents
Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2
Unadjusted quoted prices in active markets for similar assets or
liabilities, or unadjusted quoted prices for identical or similar assets or liabilities
in markets that are not active, or inputs other than quoted prices that are observable
for the asset or liability.
Level 3
Unobservable inputs for the asset or liability.
Total
Level 1
Level 2
Level 3
$
61.9
$
61.9
$
$
155.5
129.2
26.3
470.7
470.7
845.4
845.4
21.8
21.8
483.7
464.5
19.2
317.4
317.4
25.1
25.1
94.8
94.8
0.7
0.7
$
2,477.0
$
1,037.2
$
1,325.8
$
114.0
$
106.8
4.0
3.2
$
114.0
Table of Contents
Employer Contributions to Defined Benefit Plans
$
62.6
230.0
120.0
Postretirement Benefits
Expected
Net
Including
Medicare
Medicare
Benefit Payments
Pension Benefits
Gross
Subsidies
Subsidies
$
177.4
$
63.1
$
2.7
$
60.4
182.4
62.9
3.0
59.9
184.9
62.3
3.2
59.1
184.5
61.2
3.3
57.9
186.9
59.5
2.7
56.8
984.7
268.8
11.7
257.1
Table of Contents
Geographic Financial Information
United States
Europe
Other
Countries
Consolidated
$
2,662.7
$
516.0
$
876.8
$
4,055.5
918.7
101.1
247.9
1,267.7
$
1,943.2
$
536.2
$
662.2
$
3,141.6
976.4
117.2
241.6
1,335.2
$
3,339.4
$
852.3
$
849.1
$
5,040.8
1,140.3
149.5
227.2
1,517.0
Table of Contents
2010
2009
2008
$
1,560.3
$
1,245.0
$
1,771.9
900.0
806.0
1,163.0
338.3
417.7
411.9
1,256.9
672.9
1,694.0
$
4,055.5
$
3,141.6
$
5,040.8
$
0.3
$
$
3.4
2.7
3.1
102.6
42.0
158.0
$
106.3
$
44.7
$
161.1
$
223.5
$
30.5
$
35.8
138.2
118.5
218.7
21.2
72.5
41.4
146.3
(57.9
)
264.0
$
529.2
$
163.6
$
559.9
(66.8
)
(48.7
)
(68.3
)
(21.7
)
(164.1
)
(32.8
)
(6.3
)
(11.1
)
(4.9
)
0.5
19.1
2.0
3.6
9.1
(6.1
)
0.3
(38.2
)
(41.9
)
(44.4
)
3.7
1.9
5.8
3.3
8.1
(3.9
)
$
405.5
$
(94.2
)
$
439.6
Table of Contents
2010
2009
2008
$
1,124.9
$
1,226.7
$
1,325.4
707.9
682.9
910.5
500.6
531.5
603.9
809.2
633.6
901.0
1,037.8
932.2
342.7
452.5
$
4,180.4
$
4,006.9
$
4,536.0
$
20.6
$
23.8
$
55.9
41.5
51.1
82.6
9.7
8.5
19.1
43.7
29.9
98.5
0.3
0.8
2.0
$
115.8
$
114.1
$
258.1
$
74.8
$
86.4
$
88.2
42.6
41.6
40.5
24.2
25.2
22.7
46.1
45.9
48.5
2.0
2.4
0.9
$
189.7
$
201.5
$
200.8
Table of Contents
Income (loss) from continuing
operations before income taxes
2010
2009
2008
$
281.6
$
(51.4
)
$
279.6
123.9
(42.8
)
160.0
$
405.5
$
(94.2
)
$
439.6
2010
2009
2008
$
48.3
$
(51.8
)
$
93.3
2.6
2.4
14.1
26.3
(1.6
)
47.7
77.2
(51.0
)
155.1
57.9
33.2
(0.2
)
1.2
(6.4
)
1.0
(0.3
)
(4.0
)
1.1
58.8
22.8
1.9
$
136.0
$
(28.2
)
$
157.0
Table of Contents
2010
2009
2008
$
141.9
$
(33.0
)
$
153.8
2.5
(2.6
)
9.8
5.8
4.3
5.4
5.4
13.3
7.7
(12.2
)
(3.7
)
(21.2
)
(3.5
)
1.3
(2.5
)
(2.2
)
(3.0
)
(1.9
)
2.5
(1.7
)
4.4
21.6
(19.8
)
(6.0
)
(3.1
)
1.5
$
136.0
$
(28.2
)
$
157.0
33.5
%
29.9
%
35.7
%
Table of Contents
2010
2009
$
190.2
$
213.8
185.6
278.4
27.9
30.1
7.1
4.6
140.4
194.4
60.4
29.0
(174.9
)
(222.4
)
436.7
527.9
(221.5
)
(233.1
)
$
215.2
$
294.8
2010
2009
$
77.8
$
71.8
5.3
5.5
15.9
27.4
(8.7
)
(17.1
)
(9.0
)
(3.5
)
(9.8
)
$
77.8
$
77.8
Table of Contents
Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2
Unadjusted quoted prices in active markets for similar assets or
liabilities, or unadjusted quoted prices for identical or similar assets or liabilities
in markets that are not active, or inputs other than quoted prices that are observable
for the asset or liability.
Level 3
Unobservable inputs for the asset or liability.
Fair Value at December 31, 2010
Total
Level 1
Level 2
Level 3
$
877.1
$
877.1
$
$
15.0
15.0
1.0
1.0
$
893.1
$
892.1
$
1.0
$
$
3.2
$
$
3.2
$
$
3.2
$
$
3.2
$
Table of Contents
Fair Value at December 31, 2009
Total
Level 1
Level 2
Level 3
$
755.5
$
755.5
$
$
6.9
6.9
2.7
2.7
$
765.1
$
762.4
$
2.7
$
$
5.9
$
$
5.9
$
$
5.9
$
$
5.9
$
Carrying
Fair Value
Value
Adjustment
Fair Value
$
1.1
$
(1.0
)
$
0.1
2.4
(2.0
)
0.4
1.6
(1.0
)
0.6
0.9
(0.7
)
0.2
$
6.0
$
(4.7
)
$
1.3
Table of Contents
Carrying
Fair Value
Value
Adjustment
Fair Value
$
4.4
$
(4.4
)
$
$
4.4
$
(4.4
)
$
$
29.7
$
(27.7
)
$
2.0
2.0
(2.0
)
86.7
(43.4
)
43.3
9.6
(7.9
)
1.7
13.3
(11.0
)
2.3
3.3
(2.3
)
1.0
20.2
(6.0
)
14.2
12.6
(6.1
)
6.5
3.3
(2.9
)
0.4
$
180.7
$
(109.3
)
$
71.4
Table of Contents
Table of Contents
Asset Derivatives
Liability Derivatives
Balance Sheet
Fair Value at
Fair Value at
Fair Value
Fair Value
Location
12/31/10
12/31/09
at 12/31/10
at 12/31/09
Other non-current liabilities
$
0.4
$
0.7
$
2.9
$
1.9
$
0.4
$
0.7
$
2.9
$
1.9
Other non-current assets/liabilities
$
0.6
$
2.0
$
0.3
$
4.0
$
1.0
$
2.7
$
3.2
$
5.9
Table of Contents
Amount of gain or (loss) recognized
in income on derivative
Derivatives in fair value hedging
Location of gain or (loss)
December 31,
December 31,
relationships
recognized in income on derivative
2010
2009
Interest expense
$
$
(1.3
)
Other (expense) income, net
(1.6
)
$
$
(2.9
)
Amount of gain or (loss) recognized in
income on derivative
Hedged items in fair value hedge
Location of gain or (loss)
December 31,
December 31,
relationships
recognized in income on derivative
2010
2009
Interest expense
$
$
1.3
Other (expense) income, net
1.2
$
$
2.5
Amount of gain or
Amount of gain or
(loss) reclassified from
(loss) recognized in
AOCI into income
OCI on derivative
(effective portion)
Derivatives in cash flow hedging
December 31,
December 31,
relationships
2010
2009
2010
2009
$
4.2
$
$
1.9
$
(3.3
)
$
4.2
$
$
1.9
$
(3.3
)
Table of Contents
Amount of gain or (loss)
recognized in income on
derivative
Derivatives not designated as
Location of gain or (loss) recognized in
December 31,
hedging instruments
income on derivative
2010
2009
Cost of sales
$
$
0.1
Other (expense) income, net
2.3
(0.7
)
$
2.3
$
(0.6
)
Table of Contents
(Unaudited)
2010
1st
2nd
3rd
4th
Total
(Dollars in millions, except per share data)
$
913.7
$
1,011.4
$
1,059.7
$
1,070.7
$
4,055.5
222.7
268.3
265.1
265.6
1,021.7
5.5
1.0
2.9
12.3
21.7
28.7
82.0
72.2
86.6
269.5
0.3
4.2
(1.1
)
4.0
7.4
29.0
86.2
71.1
90.6
276.9
0.4
0.6
0.8
0.3
2.1
28.6
85.6
70.3
90.3
274.8
0.29
0.84
0.74
0.89
2.76
0.01
0.04
(0.01
)
0.04
0.07
0.30
0.88
0.73
0.93
2.83
0.29
0.84
0.73
0.87
2.73
0.00
0.04
(0.01
)
0.04
0.08
0.29
0.88
0.72
0.91
2.81
0.09
0.13
0.13
0.18
0.53
2009
1st
2nd
3rd
4th
Total
$
866.6
$
736.8
$
763.6
$
774.6
$
3,141.6
154.6
125.4
129.5
173.2
582.7
13.8
50.7
19.6
80.0
164.1
(1.4
)
(38.4
)
(19.0
)
(7.2
)
(66.0
)
(3.6
)
(25.5
)
(30.8
)
(12.7
)
(72.6
)
(5.0
)
(63.9
)
(49.8
)
(19.9
)
(138.6
)
(5.9
)
0.6
0.4
0.3
(4.6
)
0.9
(64.5
)
(50.2
)
(20.2
)
(134.0
)
0.05
(0.40
)
(0.20
)
(0.08
)
(0.64
)
(0.04
)
(0.27
)
(0.32
)
(0.13
)
(0.75
)
0.01
(0.67
)
(0.52
)
(0.21
)
(1.39
)
0.05
(0.40
)
(0.20
)
(0.08
)
(0.64
)
(0.04
)
(0.27
)
(0.32
)
(0.13
)
(0.75
)
0.01
(0.67
)
(0.52
)
(0.21
)
(1.39
)
0.18
0.09
0.09
0.09
0.45
(1)
Impairment and restructuring charges for the first quarter of 2010 include severance and related benefit costs of $5.0 million and exit costs of
$0.5 million. Impairment and restructuring charges for the fourth quarter of 2010 include exit costs of $8.2 million, impairment charges of $2.7
million and severance and related benefit costs of $1.4 million.
(2)
Income from continuing operations for the first quarter of 2010 includes a charge of $21.6 million to record the deferred tax impact of the
Patient Protection and Affordable Care Act. Income from continuing
operations for the fourth quarter of 2010 includes an income tax benefit of $19.8 related to contributions
to a VEBA trust.
(3)
Discontinued operations for 2010 reflects the gain on the sale of NRB, net of tax. Discontinued operations for 2009 reflects the operating
results and loss on sale of NRB, net of tax.
(4)
Impairment and restructuring charges for the second quarter of 2009 include fixed asset impairments of $31.1 million, severance and
related benefit costs of $18.1 million and exit costs of $1.5 million. Impairment and restructuring charges for the fourth quarter of 2009
include fixed asset impairments of $72.8 million, severance and related benefit costs of $6.5 million and exit costs of $0.8 million.
(5)
Loss from continuing operations and net loss for the first quarter of 2009 include a prior-period adjustment of $2.0 million after-tax for
a correction of an error related to in-process research and development costs that were recorded in other current assets in the Companys
2008 Consolidated Financial Statements. Had this adjustment been properly recorded in the fourth quarter of 2008, the first quarter
2009 income from continuing operations would have been $0.6 million and the first quarter 2009 net loss would have been $3.1 million.
See Note 17 Prior-Period Adjustments in the Notes to the Consolidated Financial Statements for additional discussion.
(6)
Net loss (income) attributable to noncontrolling interests for the first quarter of 2009 includes a prior-period adjustment of $6.1 million
after-tax related to an error associated with the $18.4 million goodwill impairment loss the Company recorded in the fourth quarter of 2008
for the Mobile Industries segment. Had this adjustment been properly recorded in the fourth quarter of 2008, net income attributable to
noncontrolling interests for the first quarter of 2009 would have been $0.2 million. See Note 17 Prior-Period Adjustments in the Notes
to the Consolidated Financial Statements for additional discussion.
(7)
Net income attributable to The Timken Company of $0.9 million for the first quarter of 2009 includes two prior-period adjustments totalling
$4.1 million related to the fourth quarter of 2008. Had these adjustments been properly recorded in the fourth quarter of 2008, rather than
the first quarter of 2009, the results for the first quarter of 2009 would have been a net loss attributable to The Timken Company of $3.2
million or a loss of $0.03 per share and the results for the fourth quarter of 2008 would have been a net loss attributable to The Timken
Company of $32.1 million or a loss of $0.33 per share. See Note 17 Prior-Period Adjustments in the Notes to the Consolidated
Financial Statements for additional discussion.
Table of Contents
Table of Contents
Table of Contents
February 22, 2011
Table of Contents
Table of Contents
Exhibit
Sale and Purchase Agreement, dated as of July 29, 2009, by and between The Timken
Company and JTEKT Corporation, was filed on July 29, 2009 with Form 8-K (Commission
File No. 1-1169) and is incorporated herein by reference.
Amended Articles of Incorporation of The Timken Company, (effective April 16, 1996)
were filed with Form S-8 dated April 16, 1996 (Registration No. 333-02553) and are
incorporated herein by reference.
Amended Regulations of The Timken Company adopted on May 11, 2010, were filed on
August 5, 2010 with Form 10-Q (Commission File No. 1-1169) and are incorporated herein
by reference.
Amended and Restated Credit Agreement, dated as of July 10, 2009, by and
among: The Timken Company; Bank of America, N.A. and KeyBank National Association as
Co-Administrative Agents; Wells Fargo Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ,
Ltd. and Suntrust Bank, as Co-Syndication Agents; JPMorgan Chase Bank, N.A., Deutsche
Bank AG New York Branch and The Bank of New York Mellon, as Co-Documentation Agents;
KeyBank National Association, as Paying Agent, L/C Issuer and Swing Line Lender; and
the other Lenders party thereto, was filed July 15, 2009 with Form 8-K (Commission File
No. 1-1169) and is incorporated herein by reference.
Indenture dated as of July 1, 1990, between Timken and Ameritrust Company of
New York, was filed with Timkens Form S-3 registration statement dated July 12, 1990
(Registration No. 333-35773) and is incorporated herein by reference.
First Supplemental Indenture, dated as of July 24, 1996, by and between The
Timken Company and Mellon Bank, N.A. was filed on November 13, 1996 with Form 10-Q
(Commission File No. 1-1169) and is incorporated herein by reference.
Indenture, dated as of February 18, 2003, between The Timken Company and The
Bank of New York, as Trustee, providing for Issuance of Notes in Series was filed on
March 27, 2003 with Form 10-K (Commission File No. 1-1169) and is incorporated herein
by reference.
First Supplemental Indenture, dated as of September 14, 2009, by and between
The Timken Company and The Bank of New York Mellon Trust Company, N.A. (successor to
The Bank of New York Mellon (formerly known as The Bank of New York)), was filed on
November 11, 2009 with Form 10-Q (Commission File No. 1-1169) and is incorporated
herein by reference.
The Company is also a party to agreements with respect to other long-term debt
in total amount less than 10% of the registrants consolidated total assets. The
registrant agrees to furnish a copy of such agreements upon request.
Receivables Purchase Agreement, dated as of November 10, 2010, by and among:
Timken Receivables Corporation; The Timken Corporation; the Purchasers from time to
time parties thereto; Fifth Third Bank and the Bank of Tokyo-Mitsubishi UFJ, Ltd., New
York Branch was filed on November 10, 2010 with Form 8-K (Commission File no. 1-1169)
and is incorporated herein by reference.
Second Amended and Restated Receivables Sales Agreement, dated as of November
10, 2010, by and between Timken Corporation and Timken Receivables Corporation was
filed on November 10, 2010 with Form 8-K (Commission File no. 1-1169) and is
incorporated herein by reference.
Receivables Sales Agreement, dated as of November 10, 2010, by and between MPB
Corporation and Timken Receivables Corporation was filed on November 10, 2010 with Form
8-K (Commission File no. 1-1169) and is incorporated herein by reference.
Table of Contents
The Timken Company 1996 Deferred Compensation Plan for officers and other key
employees, amended and restated effective December 31, 2008, was filed on February 25,
2010 with Form 10-K (Commission File No. 1-1169) and is incorporated herein by
reference.
The Timken Company Director Deferred Compensation Plan, amended and restated
effective December 31, 2008, was filed on February 25, 2010 with Form 10-K (Commission
File No. 1-1169) and is incorporated herein by reference.
Form of The Timken Company 1996 Deferred Compensation Plan Election Agreement,
amended and restated as of January 1, 2008, was filed on February 25, 2010 with Form
10-K (Commission File No. 1-1169) and is incorporated herein by reference.
Form of The Timken Company Director Deferred Compensation Plan Election Agreement,
amended and restated as of January 1, 2008, was filed on February 25, 2010 with Form
10-K (Commission File No. 1-1169) and is incorporated herein by reference.
The Timken Company Long-Term Incentive Plan for directors, officers and other key
employees as amended and restated as of February 5, 2008 and approved by shareholders
on May 1, 2008 was filed as Appendix A to Proxy Statement filed on March 15, 2008
(Commission File No. 1-1169) and is incorporated herein by reference.
The Timken Company Supplemental Pension Plan, as amended and restated effective
January 1, 2009, was filed on February 25, 2010 with Form 10-K (Commission File No.
1-1169) and is incorporated herein by reference.
The Timken Company Senior Executive Management Performance Plan, as amended and
restated as of February 8, 2010 and approved by shareholders May 11, 2010, was filed on
May 12, 2010 with Form 8-K (Commission File No. 1-1169) and is incorporated herein by
reference.
Form of Amended and Restated Severance Agreement (for Executive Officers appointed
prior to January 1, 2011) was filed on December 18, 2009 with Form 8-K (Commission File
No. 1-1169) and is incorporated herein by reference.
Form of Indemnification Agreements entered into with all Directors who are not
Executive Officers of the Company was filed on April 1, 1991 with Form 10-K (Commission
File No. 1-1169) and is incorporated herein by reference.
Form of Indemnification Agreements entered into with all Executive Officers of the
Company who are not Directors of the Company was filed on April 1, 1991 with Form 10-K
(Commission File No. 1-1169) and is incorporated herein by reference.
Form of Indemnification Agreements entered into with all Executive Officers of the
Company who are also Directors of the Company was filed on April 1, 1991 with Form 10-K
(Commission File No. 1-1169) and is incorporated herein by reference.
Form of Amended and Restated Employee Excess Benefits Agreement, entered into with
certain Executive Officers and certain key employees of the Company, was filed on
February 26, 2009 with Form 10-K (Commission File No. 1-1169) and is incorporated
herein by reference.
Form of Amended and Restated Employee Excess Benefits Agreement entered into with
the Chief Executive Officer and the President of Steel, was filed on February 26, 2009
with Form 10-K (Commission File No. 1-1169) and is incorporated herein by reference.
Amendment No. 1 to The Amended and Restated Employee Excess Benefit Agreement,
entered into with certain Executive Officers and certain key employees of the Company,
was filed on September 2, 2009 with Form 8-K (Commission File No. 1-1169) and is
incorporated herein by reference.
Table of Contents
Form of Nonqualified Stock Option Agreement for special award options (performance
vesting), as adopted on April 18, 2000, was filed on May 12, 2000 with Form 10-Q
(Commission File No. 1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement for nontransferable options without
dividend credit, as adopted on April 17, 2001, was filed on May 14, 2001 with Form 10-Q
(Commission File No. 1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement for Officers, as adopted on January 31,
2005, was filed on February 4, 2005 with Form 8-K (Commission File No. 1-1169) and is
incorporated herein by reference.
Form of Nonqualified Stock Option Agreement for Non-Employee Directors, as adopted
on January 31, 2005, was filed on March 15, 2005 with Form 10-K (Commission File No.
1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement for Officers, as adopted on February 6,
2006, was filed on February 10, 2006 with Form 8-K (Commission File No. 1-1169) and is
incorporated herein by reference.
Form of Nonqualified Stock Option Agreement for Officers, was filed on February 26,
2009 with Form 10-K (Commission File No. 1-1169) and is incorporated herein by
reference.
Form of Nonqualified Stock Option Agreement for Officers, as adopted on December 10,
2009, was filed on February 25, 2010 with Form 10-K (Commission File No. 1-1169), and
is incorporated herein by reference.
Form of Restricted Share Agreement for Non-Employee Directors, as adopted on January
31, 2005, was filed on March 15, 2005 with Form 10-K (Commission File No. 1-1169) and
is incorporated herein by reference.
Form of Restricted Share Agreement, as adopted on February 6, 2006, was filed on
February 10, 2006 with Form 8-K (Commission File No. 1-1169) and is incorporated herein
by reference.
Form of Performance Vested Restricted Share Agreement for Executive Officers, as
adopted on February 4, 2008, was filed on February 7, 2008 with Form 8-K (Commission
File No. 1-1169) and is incorporated herein by reference.
Form of Performance Unit Agreement, as adopted on February 4, 2008, was filed on
February 7, 2008 with Form 8-K (Commission File No. 1-1169) and is incorporated herein
by reference.
Form of Performance Shares Agreement was filed on February 11, 2010 with Form 8-K
(Commission File No. 1-1169) and is incorporated herein by reference.
Form of Performance Unit Agreement (2010-2012 Grant) was filed on March 30, 2010
with Form 8-K (Commission File No. 1-1169) and is incorporated herein by reference.
Form of Severance Agreement (for Executive Officers appointed on or after January 1,
2011 and other officers) as adopted on December 9, 2010.
Amendment No. 1 to the Amended and Restated Severance Agreements (for Executive
Officers appointed prior to January 1, 2011) as adopted on December 9, 2010.
Table of Contents
Computation of Ratio of Earnings to Fixed Charges.
A list of subsidiaries of the registrant.
Consent of Independent Registered Public Accounting Firm.
Power of Attorney.
Principal Executive Officers Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Principal Financial Officers Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Financial statements from the
annual report on Form 10-K of The Timken Company for the year ended
December 31, 2010, filed on February 22, 2011, formatted in
XBRL: (i) the Consolidated Statements of Income, (ii) the
Consolidated Balance Sheets, (iii) the Consolidated Statements
of Cash Flows, (iv) the Consolidated Statements of
Shareholders Equity and (v) the Notes to the Consolidated
Financial Statements tagged as blocks of text.
Table of Contents
THE TIMKEN COMPANY
By /s/ Glenn A. Eisenberg
Executive Vice President Finance
and Administration (Principal Financial Officer)
Date: February 22, 2011
By /s/ J. Ted Mihaila
Senior Vice President and Controller
(Principal Accounting Officer)
Date: February 22, 2011
By /s/ John P. Reilly *
Date: February 22, 2011
By /s/ Frank C. Sullivan *
Date: February 22, 2011
By /s/ John M. Timken, Jr.*
Date: February 22, 2011
By /s/ Ward J. Timken *
Date: February 22, 2011
By /s/ Ward J. Timken, Jr.*
Date: February 22, 2011
By /s/ Jacqueline F. Woods*
Date: February 22, 2011
* By /s/ Glenn A. Eisenberg
Glenn A. Eisenberg, attorney-in-fact
By authority of Power of Attorney
filed as Exhibit 24 hereto
Date: February 22, 2011
Table of Contents
COL. A
COL. B
COL. C
Col. D
COL. E
Additions
Balance at
Charged to
Charged
Balance at
Beginning of
Costs and
to Other
End of
Description
Period
Expenses
Accounts
Deductions
Period
$
41.6
16.5
(1)
(1.2
)(4)
29.3
(6)
$
27.6
$
55.0
38.2
(1)
0.5
(4)
52.1
(6)
$
41.6
$
40.7
22.2
(1)
(0.8
)(4)
7.1
(6)
$
55.0
$
30.8
19.9
(2)
0.4
(4)
20.3
(7)
$
30.8
$
24.7
31.4
(2)
1.7
(4)
27.0
(7)
$
30.8
$
24.9
30.9
(2)
(1.4
)(4)
29.7
(7)
$
24.7
$
222.5
11.1
(3)
(11.9
)(5)
46.8
(8)
$
174.9
$
159.6
57.8
(3)
16.3
(5)
11.2
(8)
$
222.5
$
186.7
19.0
(3)
(21.7
)(5)
24.4
(8)
$
159.6
(1)
Provision for uncollectible accounts included in expenses.
(2)
Provisions for surplus and obsolete inventory included in expenses.
(3)
Increase in valuation allowance is recorded as a component of the provision for income taxes.
(4)
Currency translation and change in reserves due to acquisitions, net of divestitures.
(5)
Includes valuation allowances recorded against other comprehensive income/loss or goodwill.
(6)
Actual accounts written off against the allowance net of recoveries.
(7)
Inventory items written off against the allowance.
(8)
Amount primarily relates to the reversal of valuation allowances due to the
realization of net operating loss carryforwards.
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
- 7 -
- 8 -
- 9 -
- 10 -
- 11 -
- 12 -
- 13 -
- 14 -
- 15 -
- 16 -
If to the Company: |
The Timken Company
1835 Dueber Avenue, S.W. Canton, Ohio 44706 |
||
If to the Employee: |
_________________
_________________ _________________ |
- 17 -
- 18 -
- 19 -
- 20 -
By: | ||||
Employee | ||||
THE TIMKEN COMPANY
|
||||
By: | ||||
W. R. Burkhart | ||||
Its: Sr. VP & General Counsel | ||||
- 21 -
- 2 -
By: | ||||
Employee | ||||
THE TIMKEN COMPANY
|
||||
By: | ||||
W. R. Burkhart | ||||
Sr. VP & General Counsel | ||||
- 3 -
Years Ended December 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
Income (loss) from continuing operations before tax
|
$ | 405.5 | $ | (94.2 | ) | $ | 439.6 | $ | 264.7 | $ | 208.6 | |||||||||
Share of
undistributed losses from 50%-or-less-owned affiliates, excluding affiliates with guaranteed debt
|
(0.2 | ) | 0.9 | (1.4 | ) | 1.3 | 5.7 | |||||||||||||
Amortization of capitalized interest
|
4.6 | 4.1 | 1.8 | 1.4 | 1.2 | |||||||||||||||
Interest expense
|
38.2 | 41.9 | 44.4 | 42.3 | 49.0 | |||||||||||||||
Interest portion of rental expense
|
8.0 | 8.5 | 8.7 | 7.5 | 5.0 | |||||||||||||||
Earnings (loss)
|
$ | 456.1 | $ | (38.8 | ) | $ | 493.1 | $ | 317.2 | $ | 269.5 | |||||||||
|
||||||||||||||||||||
Interest
|
$ | 38.9 | $ | 43.7 | $ | 47.4 | $ | 48.0 | $ | 52.3 | ||||||||||
Interest portion of rental expense
|
8.0 | 8.5 | 8.7 | 7.5 | 5.0 | |||||||||||||||
Fixed Charges
|
$ | 46.9 | $ | 52.2 | $ | 56.1 | $ | 55.5 | $ | 57.3 | ||||||||||
|
||||||||||||||||||||
Ratio of Earnings to Fixed Charges
|
9.72 | (0.74 | ) | 8.79 | 5.72 | 4.70 | ||||||||||||||
Percentage of | ||||
voting securities | ||||
State or sovereign | owned directly | |||
power under laws | or indirectly | |||
Name | of which organized | by Company | ||
MPB Corporation
|
Delaware | 100% | ||
Timken Super Precision Europa B.V.
|
Netherlands | 100% | ||
Timken Super Precision Singapore Pte. Ltd.
|
Singapore | 100% | ||
Timken UK, Ltd.
|
England | 100% | ||
Australian Timken Proprietary, Limited
|
Australia | 100% | ||
Timken do Brasil Comercio e Industria, Ltda.
|
Brazil | 100% | ||
Timken Communications Company
|
Ohio | 100% | ||
British Timken Limited
|
England | 100% | ||
Timken Alloy Steel Europe Limited
|
England | 100% | ||
EDC, Inc.
|
Ohio | 100% | ||
Timken Engineering and Research -
India Private Limited
|
India | 100% | ||
Timken Espana, S.L.
|
Spain | 100% | ||
Timken Germany GmbH
|
Germany | 100% | ||
Timken Europe B.V.
|
Netherlands | 100% | ||
Timken India Limited
|
India | 80% | ||
Timken Industrial Services, LLC
|
Delaware | 100% | ||
Timken Italia, S.R.L.
|
Italy | 100% | ||
Timken Korea Limited Liability Corporation
|
Korea | 100% | ||
Timken de Mexico S.A. de C.V.
|
Mexico | 100% | ||
Nihon Timken K.K.
|
Japan | 100% | ||
Timken Polska Sp.z.o.o.
|
Poland | 100% | ||
Rail Bearing Service Corporation
|
Virginia | 100% | ||
Timken Alcor Aerospace Technologies, Inc.
|
Delaware | 100% | ||
Timken (China) Investment Co., Ltd.
|
China | 100% | ||
Timken Bearing Services South
Africa (Proprietary) Limited
|
South Africa | 91% | ||
Timken Canada GP ULC
|
Canada | 100% | ||
Timken Canada LP
|
Canada | 100% | ||
Timken-Rus Service Company, ooo
|
Russia | 100% | ||
Timken Receivables Corporation
|
Delaware | 100% | ||
Timken Romania S.A.
|
Romania | 98.9% | ||
The Timken Corporation
|
Ohio | 100% | ||
The Timken Service & Sales Co.
|
Ohio | 100% | ||
Timken Servicios Administrativos
S.A. de C.V.
|
Mexico | 100% | ||
Timken Singapore Pte. Ltd.
|
Singapore | 100% | ||
Timken South Africa (Pty.) Ltd.
|
South Africa | 100% | ||
Timken de Venezuela C.A.
|
Venezuela | 100% | ||
Yantai Timken Company Limited
|
China | 100% |
Percentage of | ||||
voting securities | ||||
State or sovereign | owned directly | |||
power under laws | or indirectly | |||
Name | of which organized | by Company | ||
Timken Argentina Sociedad De
Responsabilidad Limitada
|
Argentina | 100% | ||
Timken (Shanghai) Distribution & Sales Co., Ltd.
|
China | 100% | ||
Timken France SAS
|
France | 100% | ||
Timken Industries SAS
|
France | 100% | ||
Timken GmbH
|
Germany | 100% | ||
Timken Luxembourg Holdings SARL
|
Luxembourg | 100% | ||
Timken Canada Holdings ULC
|
Canada | 100% | ||
Timken Holdings, LLC
|
Delaware | 100% | ||
Timken U.S. Holdings LLC
|
Delaware | 100% | ||
Timken (Wuxi) Bearings Company Limited
|
China | 100% | ||
TTC Asia Limited
|
Cayman Islands | 100% | ||
Bearing Inspection, Inc.
|
California | 100% | ||
Timken (Mauritius) Limited
|
Mauritius | 100% | ||
Timken India Manufacturing Private Limited
|
India | 100% | ||
Timken (Chengdu) Aerospace and Precision
Products Co., Ltd
|
China | 100% | ||
Timken Aerospace Transmissions, LLC
|
Connecticut | 100% | ||
Timken (Gibraltar) Limited
|
Gibraltar | 100% | ||
Timken Australia Holdings ULC
|
Canada | 100% | ||
Timken (Hong Kong) Holding Limited
|
China | 100% | ||
Timken Mexico Holdings LLC
|
Delaware | 100% | ||
FirstBridge (Shanghai) Trading Co.
|
China | 100% | ||
Jiangsu TWB Bearing Co., Ltd.
|
China | 100% | ||
PTBridge (Hong Kong) Investment Limited
|
Hong Kong | 100% | ||
Timken (Bermuda) L.P.
|
Bermuda | 100% | ||
Timken (Gibraltar) 2 Limited
|
Gibraltar | 100% | ||
Timken Boring Specialties, LLC
|
Delaware | 100% | ||
Timken Global Treasury SARL
|
Luxembourg | 100% | ||
Timken LLC
|
Delaware | 100% | ||
Timken US LLC
|
Delaware | 100% | ||
TSB Recycling, LLC
|
Delaware | 100% | ||
Timken House Units, Inc.
|
Washington | 100% | ||
Q.M. (Wuxi) Bearings Co., Ltd.
|
China | 100% |
(1) | Registration Statement (Form S-3 No. 333-17503) pertaining to The Timken Company Dividend Reinvestment Plan | |
(2) | Registration Statements (Form S-8 No. 333-41155; Form S-8 No. 333-157722) pertaining to the OH&R Investment Plan | |
(3) | Registration Statement (Form S-8 No. 333-43847) pertaining to The Timken Company International Stock Ownership Plan | |
(4) | Registration Statement (Form S-8 No. 333-103753) pertaining to The Timken Company Savings and Stock Investment Plan for Torrington Non-Bargaining Associates | |
(5) | Registration Statement (Form S-8 No. 333-103754) pertaining to The Timken Company Savings Plan for Torrington Bargaining Associates | |
(6) | Registration Statement (Form S-8 No. 333-105333) pertaining to The Timken Share Incentive Plan | |
(7) | Registration Statements (Form S-8 No. 333-108840; Form S-8 No. 333-157720) pertaining to The Hourly Pension Investment Plan | |
(8) | Registration Statement (Form S-8 No. 333-108841) pertaining to the Voluntary Investment Program for Hourly Employees of Latrobe Steel Company | |
(9) | Registration Statements (Form S-8 No. 333-113390; Form S-8 No 333-157721) pertaining to The Voluntary Investment Pension Plan for Hourly Employees of The Timken Company | |
(10) | Registration Statement (Form S-8 No. 333-113391) pertaining to The Timken Company Latrobe Steel Company Savings and Investment Pension Plan | |
(11) | Registration Statements (Form S-8 No. 333-141067; Form S-8 No. 333-157718) pertaining to The Timken Company Employee Savings Plan | |
(12) | Registration Statement (Form S-8 No. 333-141068) pertaining to the MPB Employees Savings Plan | |
(13) | Registration Statements (Form S-8 No. 333-150846; Form S-8 No. 333-157719) pertaining to the Company Savings Plan for the Employees of Timken France |
(14) | Registration Statement (Form S-8 No. 333-150847) pertaining to The Timken Company Long-Term Incentive Plan (as amended and restated as of February 5, 2008) | |
(15) | Registration Statement (Form S-8 No. 333-157717) pertaining to the MPB Corporation Employees Savings Plan | |
(16) | Registration Statement (Form S-3 No. 333-161798) pertaining to $250,000,000 in Senior Notes |
/s/ John M. Ballbach
|
/s/ Joseph W. Ralston | |
|
||
John M. Ballbach
|
Joseph W. Ralston | |
|
||
/s/ Phillip R. Cox
|
/s/ John P. Reilly | |
|
||
Phillip R. Cox
|
John P. Reilly | |
|
||
/s/ Glenn A. Eisenberg
|
/s/ Frank C. Sullivan | |
|
||
Glenn A. Eisenberg
(Principal Financial Officer) |
Frank C. Sullivan | |
|
||
/s/ James W. Griffith
|
/s/ John M. Timken, Jr. | |
|
||
James W. Griffith
(Principal Executive Officer) |
John M. Timken, Jr. | |
|
||
/s/ Jerry J. Jasinowski
|
/s/ Ward J. Timken | |
|
||
Jerry J. Jasinowski
|
Ward J. Timken | |
|
||
/s/ John A. Luke, Jr.
|
/s/ Ward J. Timken, Jr. | |
|
||
John A. Luke, Jr.
|
Ward J. Timken, Jr. | |
|
||
/s/ J. Ted Mihaila
|
/s/ Jacqueline F. Woods | |
|
||
J. Ted Mihaila
(Principal Accounting Officer) |
Jacqueline F. Woods |
Date:
|
February 22, 2011 | |||
|
||||
By
|
/s/ James W. Griffith
|
|||
James W. Griffith, | ||||
President and Chief Executive Officer | ||||
(Principal Executive Officer) |
Date:
|
February 22, 2011 | |||
|
||||
By
|
/s/ Glenn A. Eisenberg
|
|||
Glenn A. Eisenberg | ||||
Executive Vice President | ||||
Finance and Administration | ||||
(Principal Financial Officer) |
(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:
|
February 22, 2011 | |||
|
||||
By
|
/s/ James W. Griffith | |||
|
|
|||
James W. Griffith | ||||
President and Chief Executive Officer | ||||
(Principal Executive Officer) | ||||
|
||||
By
|
/s/ Glenn A. Eisenberg
|
|||
Glenn A. Eisenberg | ||||
Executive Vice President- | ||||
Finance and Administration | ||||
(Principal Financial Officer) |