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 | 34-0577130 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
1835 Dueber Avenue, S.W., Canton, Ohio | 44706 | |
(Address of principal executive offices) | (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
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Class | Outstanding at January 31, 2009 | |
Common Shares, without par value | 96,565,923 shares |
Document | Parts Into Which Incorporated | |
Proxy Statement for the Annual Meeting of
Shareholders to be held May 12, 2009 (Proxy
Statement)
|
Part III |
PAGE | ||||||||
I. | PART I. |
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Item 1B. | 12 | |||||||
Item 2. | 13 | |||||||
Item 3. | 13 | |||||||
Item 4. | 13 | |||||||
Item 4A. | 14 | |||||||
II. | PART II. |
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Item 5. | 15 | |||||||
Item 6. | 18 | |||||||
Item 7. | 19 | |||||||
Item 7A. | 45 | |||||||
Item 8. | 46 | |||||||
Item 9. | 79 | |||||||
Item 9A. | 79 | |||||||
Item 9B. | 81 | |||||||
III. | Part III. |
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Item 10. | 81 | |||||||
Item 11. | 81 | |||||||
Item 12. | 81 | |||||||
Item 13. | 81 | |||||||
Item 14. | 81 | |||||||
IV. | Part IV. |
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Item 15. | 82 | |||||||
EX-10.11 | ||||||||
EX-10.12 | ||||||||
EX-10.19 | ||||||||
EX-10.28 | ||||||||
EX-10.42 | ||||||||
EX-12 | ||||||||
EX-21 | ||||||||
EX-23 | ||||||||
EX-24 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32 |
1
(Dollars in thousands) | United States | Europe | Other Countries | Consolidated | ||||||||||||
2008
|
||||||||||||||||
Net sales
|
$ | 3,625,470 | $ | 1,098,050 | $ | 940,140 | $ | 5,663,660 | ||||||||
Long-lived assets
|
1,256,891 | 229,933 | 257,042 | 1,743,866 | ||||||||||||
|
||||||||||||||||
2007
|
||||||||||||||||
Net sales
|
$ | 3,392,065 | $ | 963,908 | $ | 880,047 | $ | 5,236,020 | ||||||||
Long-lived assets
|
1,228,399 | 264,531 | 229,151 | 1,722,081 | ||||||||||||
|
||||||||||||||||
2006
|
||||||||||||||||
Net sales
|
$ | 3,370,244 | $ | 849,915 | $ | 753,206 | $ | 4,973,365 | ||||||||
Long-lived assets
|
1,152,101 | 275,094 | 174,364 | 1,601,559 | ||||||||||||
2
3
4
5
6
7
8
9
10
11
12
Table of Contents
Table of Contents
Table of Contents
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; and
difficulty in staffing and managing geographically diverse operations.
Table of Contents
Table of Contents
13
14
Table of Contents
Name
Age
Current Position and Previous Positions During Last Five Years
41
2004
Executive Vice President and President - Steel Group; Director
2005
Chairman of the Board
55
2002
President and Chief Executive Officer; Director
52
2000
President Industrial Group
2007
Executive Vice President and
President Bearings & Power Transmission
43
2000
Senior Vice President and General Counsel
47
2002
Executive Vice President Finance and Administration
54
2000
Controller, Industrial Group
2006
Senior Vice President and Controller
58
2000
Senior Vice President Technology
2005
President Steel Group
Table of Contents
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
2008
2007
Stock prices
Dividends
Stock prices
Dividends
High
Low
per share
High
Low
per share
$
33.16
$
25.82
$
0.17
$
30.79
$
27.43
$
0.16
$
38.74
$
29.52
$
0.17
$
36.73
$
30.35
$
0.16
$
37.46
$
24.22
$
0.18
$
38.25
$
30.63
$
0.17
$
28.73
$
10.96
$
0.18
$
38.78
$
28.95
$
0.17
Table of Contents
2004
2005
2006
2007
2008
$
132.68
$
166.85
$
155.13
$
178.36
$
109.83
110.88
116.32
134.69
142.09
89.52
128.69
192.57
258.70
263.18
125.28
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)
64
$
21.51
4,000,000
155
16.20
4,000,000
1,061
16.70
4,000,000
1,280
$
16.88
4,000,000
(1)
Represents shares of the Companys common stock that are owned and tendered by
employees to satisfy tax
withholding obligations in connection with the vesting of restricted shares and the exercise of
stock options.
(2)
For restricted shares, the average price paid per share is 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 stock options
price paid is the
real 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.
Table of Contents
2008
2007
2006
2005
2004
(Dollars in thousands, except per share data)
$
5,663,660
$
5,236,020
$
4,973,365
$
4,823,167
$
4,287,197
1,241,469
1,053,834
1,005,094
999,957
824,376
724,987
695,283
677,342
646,904
575,910
64,383
40,378
44,881
26,093
13,538
(8
)
528
64,271
452,107
317,645
218,600
326,960
234,928
12,452
251
80,416
67,726
12,100
464,559
317,896
299,016
394,686
247,028
44,934
42,684
49,387
51,585
50,834
267,670
219,389
176,439
233,656
134,046
665
46,088
26,625
1,610
$
267,670
$
220,054
$
222,527
$
260,281
$
135,656
$
1,145,695
$
1,087,712
$
952,310
$
900,294
$
799,717
1,743,866
1,722,081
1,601,559
1,474,074
1,508,598
4,536,050
4,379,237
4,027,111
3,993,734
3,942,909
91,482
108,370
40,217
63,437
157,417
17,108
34,198
10,236
95,842
1,273
515,250
580,587
547,390
561,747
620,634
623,840
723,155
597,843
721,026
779,324
623,840
723,155
597,843
721,026
779,324
(116,306
)
(30,144
)
(101,072
)
(65,417
)
(50,967
)
507,534
693,011
496,771
655,609
728,357
2,895,753
2,418,568
2,550,931
2,496,667
2,673,061
$
1,640,297
$
1,960,669
$
1,476,180
$
1,497,067
$
1,269,848
507,534
693,011
496,771
655,609
728,357
1,640,297
1,960,669
1,476,180
1,497,067
1,269,848
2,147,831
2,653,680
1,972,951
2,152,676
1,998,205
4.7
%
4.2
%
3.5
%
4.8
%
3.1
%
8.2
%
6.1
%
6.0
%
8.2
%
5.8
%
16.3
%
11.2
%
12.0
%
15.6
%
10.6
%
$
222.8
$
207.0
$
191.5
$
186.7
$
170.0
$
271,776
$
313,921
$
296,093
$
217,411
$
143,781
$
230,994
$
218,353
$
196,592
$
209,656
$
201,173
4.8
%
6.0
%
6.0
%
4.5
%
3.4
%
$
0.70
$
0.66
$
0.62
$
0.60
$
0.52
$
2.80
$
2.32
$
1.89
$
2.55
$
1.49
$
2.78
$
2.29
$
1.87
$
2.52
$
1.48
$
2.80
$
2.33
$
2.38
$
2.84
$
1.51
$
2.78
$
2.30
$
2.36
$
2.81
$
1.49
23.6
%
26.1
%
25.2
%
30.5
%
36.5
%
25,662
25,175
25,418
26,528
25,128
47,742
49,012
42,608
54,514
42,484
(1)
EBIT is defined as operating income plus other income (expense) net.
(2)
The Company presents net debt because it believes net debt is more representative of
the Companys indicative financial position
due to temporary changes in cash and cash equivalents.
(3)
Return on equity is defined as income from continuing operations divided by ending
shareholders equity.
(4)
Based on average number of associates employed during the year.
(5)
Based on average number of shares outstanding during the year.
(6)
Based on average number of shares outstanding during the year and includes
discontinued operations for all periods presented.
(7)
Adjusted to exclude Latrobe Steel for all periods.
(8)
Includes an estimated count of shareholders having common stock held for their
accounts by banks, brokers and trustees for benefit plans.
Table of Contents
Table of Contents
2008
2007
$ Change
% Change
(Dollars in millions, except earnings per share)
$
5,663.7
$
5,236.0
$
427.7
8.2
%
267.7
219.4
48.3
22.0
%
0.7
(0.7
)
(100.0
)%
267.7
220.1
47.6
21.6
%
$
2.78
$
2.29
$
0.49
21.4
%
0.01
(0.01
)
(100.0
)%
$
2.78
$
2.30
$
0.48
20.9
%
96,272,763
95,612,235
0.7
%
The Companys outlook for 2009 reflects a deteriorating global economic climate that is expected to
last throughout the year, impacting most of the Companys market sectors. Lower sales, compared to
2008, are expected in all business segments except for the Aerospace and Defense segment. A large
portion of the decrease in Steel segment sales is expected to be due to significantly lower
surcharges to recover raw material costs, which were at historically high levels during the middle
of 2008, but declined significantly by the end of 2008. The Companys results will reflect lower
margins as a result of the lower volume and surcharges, partially offset by improved pricing, lower
raw material costs and lower selling, administrative and general expenses. The Company expects to
continue to take actions to properly align its business with current market demand.
Table of Contents
2008
2007
$ Change
% Change
(Dollars in millions, and exclude intersegment sales)
$
2,264.2
$
2,426.7
$
(162.5
)
(6.7
)%
1,274.4
1,080.9
193.5
17.9
%
431.1
313.3
117.8
37.6
%
1,694.0
1,415.1
278.9
19.7
%
$
5,663.7
$
5,236.0
$
427.7
8.2
%
2008
2007
$ Change
Change
(Dollars in millions)
$
1,241.5
$
1,053.8
$
187.7
17.8
%
21.9
%
20.1
%
180
bps
$
4.2
$
31.3
$
(27.1
)
(86.6
)%
2008
2007
$ Change
Change
(Dollars in millions)
$
725.0
$
695.3
$
29.7
4.3
%
12.8
%
13.3
%
(50
) bps
$
1.5
$
3.2
$
(1.7
)
(53.1
)%
Table of Contents
2008
2007
$ Change
(Dollars in millions)
$
51.8
$
11.8
$
40.0
8.3
23.1
(14.8
)
4.3
5.5
(1.2
)
$
64.4
$
40.4
$
24.0
Table of Contents
2008
2007
(Dollars in millions)
$
24.5
$
32.0
12.6
28.6
(18.2
)
(36.1
)
$
18.9
$
24.5
2008
2007
$ Change
(Dollars in millions)
$
$
0.5
$
(0.5
)
Table of Contents
2008
2007
$ Change
% Change
(Dollars in millions)
$
44.9
$
42.7
$
2.2
5.2
%
$
6.0
$
7.0
$
(1.0
)
(14.3
)%
2008
2007
$ Change
% Change
(Dollars in millions)
$
10.2
$
7.9
$
2.3
29.1
%
$
19.5
$
4.2
$
15.3
NM
(0.4
)
0.4
(0.8
)
(200.0
)%
(16.9
)
(12.2
)
(4.7
)
(38.5
)%
$
2.2
$
(7.6
)
$
9.8
128.9
%
2008
2007
$ Change
Change
(Dollars in millions)
$
157.9
$
62.9
$
95.0
151.0
%
37.1
%
22.3
%
1,480
bps
Table of Contents
2008
2007
$ Change
% Change
(Dollars in millions)
$
$
0.7
$
(0.7
)
(100.0
)%
2008
2007
$ Change
Change
(Dollars in millions)
$
2,264.2
$
2,426.7
$
(162.5
)
(6.7
)%
$
16.5
$
50.7
$
(34.2
)
(67.5
)%
0.7
%
2.1
%
(140
) bps
2008
2007
$ Change
Change
(Dollars in millions)
$
2,264.2
$
2,426.7
$
(162.5
)
(6.7
)%
38.1
38.1
NM
$
2,226.1
$
2,426.7
$
(200.6
)
(8.3
)%
Table of Contents
2008
2007
$ Change
Change
(Dollars in millions)
$
1,277.5
$
1,082.7
$
194.8
18.0
%
$
246.8
$
142.8
$
104.0
72.8
%
19.3
%
13.2
%
610
bps
2008
2007
$ Change
Change
(Dollars in millions)
$
1,277.5
$
1,082.7
$
194.8
18.0
%
23.3
23.3
NM
$
1,254.2
$
1,082.7
$
171.5
15.8
%
2008
2007
$ Change
Change
(Dollars in millions)
$
431.1
$
313.3
$
117.8
37.6
%
$
50.4
$
21.7
$
28.7
132.3
%
11.7
%
6.9
%
480
bps
2008
2007
$ Change
Change
(Dollars in millions)
$
431.1
$
313.3
$
117.8
37.6
%
69.8
69.8
NM
1.5
1.5
NM
$
359.8
$
313.3
$
46.5
14.8
%
Table of Contents
2008
2007
$ Change
Change
(Dollars in millions)
$
1,852.0
$
1,561.6
$
290.4
18.6
%
$
264.0
$
231.2
$
32.8
14.2
%
14.3
%
14.8
%
(50
) bps
2008
2007
$ Change
Change
(Dollars in millions)
$
1,852.0
$
1,561.6
$
290.4
18.6
%
46.0
46.0
NM
(42.6
)
(42.6
)
NM
0.2
0.2
NM
$
1,848.4
$
1,561.6
$
286.8
18.4
%
Table of Contents
2008
2007
$ Change
Change
(Dollars in millions)
$
68.4
$
65.9
$
2.5
3.8
%
1.2
%
1.3
%
(10
) bps
2007
2006
$ Change
% Change
(Dollars in millions, except earnings per share)
$
5,236.0
$
4,973.4
$
262.6
5.3
%
219.4
176.4
43.0
24.4
%
0.7
46.1
(45.4
)
(98.5
)%
220.1
222.5
(2.4
)
(1.1
)%
$
2.29
$
1.87
$
0.42
22.5
%
0.01
0.49
(0.48
)
(98.0
)%
$
2.30
$
2.36
$
(0.06
)
(2.5
)%
95,612,235
94,294,716
1.4
%
Table of Contents
2007
2006
$ Change
% Change
(Dollars in millions, and exclude intersegment sales)
$
2,426.7
$
2,412.1
$
14.6
0.6
%
1,080.9
973.7
107.2
11.0
%
313.3
259.7
53.6
20.6
%
1,415.1
1,327.9
87.2
6.6
%
$
5,236.0
$
4,973.4
$
262.6
5.3
%
2007
2006
$ Change
Change
(Dollars in millions)
$
1,053.8
$
1,005.1
$
48.7
4.8
%
20.1
%
20.2
%
(10
) bps
$
31.3
$
18.5
$
12.8
69.2
%
2007
2006
$ Change
Change
(Dollars in millions)
$
695.3
$
677.3
$
18.0
2.7
%
13.3
%
13.6
%
(30
) bps
$
3.2
$
5.9
$
(2.7
)
(45.8
)%
Table of Contents
2007
2006
$ Change
(Dollars in millions)
$
11.8
$
15.3
$
(3.5
)
23.1
25.8
(2.7
)
5.5
3.8
1.7
$
40.4
$
44.9
$
(4.5
)
Table of Contents
2007
2006
$ Change
(Dollars in millions)
$
0.5
$
64.3
$
(63.8
)
2007
2006
$ Change
% Change
(Dollars in millions)
$
42.7
$
49.4
$
(6.7
)
(13.6
)%
$
7.0
$
4.6
$
2.4
52.2
%
2007
2006
$ Change
% Change
(Dollars in millions)
$
7.9
$
87.9
$
(80.0
)
(91.0
)%
$
4.2
$
7.1
$
(2.9
)
(40.8
)%
0.4
0.9
(0.5
)
(55.6
)%
(12.2
)
(15.5
)
3.3
21.3
%
$
(7.6
)
$
(7.5
)
$
(0.1
)
(1.3
)%
Table of Contents
2007
2006
$ Change
Change
(Dollars in millions)
$
62.9
$
77.8
$
(14.9
)
(19.2
)%
22.3
%
30.6
%
(830
) bps
2007
2006
$ Change
% Change
(Dollars in millions)
$
$
33.2
$
(33.2
)
(100.0
)%
0.7
12.9
(12.2
)
(94.6
)%
$
0.7
$
46.1
$
(45.4
)
(98.5
)%
2007
2006
$ Change
Change
(Dollars in millions)
$
2,426.7
$
2,412.1
$
14.6
0.6
%
$
50.7
$
31.4
$
19.3
61.5
%
2.1
%
1.3
%
80
bps
2007
2006
$ Change
Change
(Dollars in millions)
$
2,426.7
$
2,412.1
$
14.6
0.6
%
(96.8
)
(96.8
)
NM
68.5
68.5
NM
$
2,455.0
$
2,412.1
$
42.9
1.8
%
Table of Contents
2007
2006
$ Change
Change
(Dollars in millions)
$
1,082.7
$
975.7
$
107.0
11.0
%
$
142.8
$
124.9
$
17.9
14.3
%
13.2
%
12.8
%
40
bps
2007
2006
$ Change
Change
(Dollars in millions)
$
1,082.7
$
975.7
$
107.0
11.0
%
31.1
31.1
NM
$
1,051.6
$
975.7
$
75.9
7.8
%
2007
2006
$ Change
Change
(Dollars in millions)
$
313.3
$
259.7
$
53.6
20.6
%
$
21.7
$
18.1
$
3.6
19.9
%
6.9
%
7.0
%
(10
) bps
2007
2006
$ Change
Change
(Dollars in millions)
$
313.3
$
259.7
$
53.6
20.6
%
29.7
29.7
NM
3.8
3.8
NM
$
279.8
$
259.7
$
20.1
7.7
%
Table of Contents
2007
2006
$ Change
Change
(Dollars in millions)
$
1,561.6
$
1,472.3
$
89.3
6.1
%
$
231.2
$
226.8
$
4.4
1.9
%
14.8
%
15.4
%
(60
) bps
2007
2006
$ Change
Change
(Dollars in millions)
$
1,561.6
$
1,472.3
$
89.3
6.1
%
(62.6
)
(62.6
)
NM
6.7
6.7
NM
$
1,617.5
$
1,472.3
$
145.2
9.9
%
2007
2006
$ Change
Change
(Dollars in millions)
$
65.9
$
66.9
$
(1.0
)
(1.5
)%
1.3
%
1.3
%
0
bps
Table of Contents
December 31,
2008
2007
$ Change
% Change
(Dollars in millions)
$
116.3
$
30.2
$
86.1
285.1
%
609.4
748.5
(139.1
)
(18.6
)%
1,145.7
1,087.7
58.0
5.3
%
83.4
69.1
14.3
20.7
%
11.1
14.2
(3.1
)
(21.8
)%
67.6
95.6
(28.0
)
(29.3
)%
$
2,033.5
$
2,045.3
$
(11.8
)
(0.6
)%
December 31,
2008
2007
$ Change
% Change
(Dollars in millions)
$
4,029.4
$
3,932.8
$
96.6
2.5
%
(2,285.5
)
(2,210.7
)
(74.8
)
(3.4
)%
$
1,743.9
$
1,722.1
$
21.8
1.3
%
December 31,
2008
2007
$ Change
% Change
(Dollars in millions)
$
230.0
$
271.8
$
(41.8
)
(15.4
)%
173.7
160.5
13.2
8.2
%
315.0
100.9
214.1
212.2
%
40.0
78.7
(38.7
)
(49.2
)%
$
758.7
$
611.9
$
146.8
24.0
%
Table of Contents
December 31,
2008
2007
$ Change
% Change
(Dollars in millions)
$
91.5
$
108.4
$
(16.9
)
(15.6
)%
443.4
528.0
(84.6
)
(16.0
)%
218.7
212.0
6.7
3.2
%
22.5
17.1
5.4
31.6
%
5.1
4.7
0.4
8.5
%
17.1
34.2
(17.1
)
(50.0
)%
$
798.3
$
904.4
$
(106.1
)
(11.7
)%
December 31,
2008
2007
$ Change
% Change
(Dollars in millions)
$
515.3
$
580.6
$
(65.3
)
(11.2
)%
844.1
169.4
674.7
NM
613.0
662.4
(49.4
)
(7.5
)%
10.4
10.6
(0.2
)
(1.9
)%
114.7
91.2
23.5
25.8
%
$
2,097.5
$
1,514.2
$
583.3
38.5
%
December 31,
2008
2007
$ Change
% Change
(Dollars in millions)
$
891.4
$
862.8
$
28.6
3.3
%
1,580.1
1,379.9
200.2
14.5
%
(819.6
)
(271.2
)
(548.4
)
202.2
%
(11.6
)
(10.8
)
(0.8
)
(7.4
)%
$
1,640.3
$
1,960.7
$
(320.4
)
(16.3
)%
Table of Contents
December 31,
2008
2007
$ Change
(Dollars in millions)
$
569.4
$
336.7
$
232.7
(320.7
)
(496.6
)
175.9
(145.9
)
79.1
(225.0
)
(16.6
)
9.9
(26.5
)
$
86.2
$
(70.9
)
$
157.1
December 31,
2008
2007
(Dollars in millions)
$
91.5
$
108.4
17.1
34.2
515.3
580.6
623.9
723.2
(116.3
)
(30.2
)
$
507.6
$
693.0
December 31,
2008
2007
(Dollars in millions)
$
507.6
$
693.0
1,640.3
1,960.7
$
2,147.9
$
2,653.7
23.6
%
26.1
%
Table of Contents
Table of Contents
Less than
More than
Contractual Obligations
Total
1 Year
1-3 Years
3-5 Years
5 Years
(Dollars in millions)
$
304.3
$
32.9
$
51.2
$
27.3
$
192.9
532.4
17.1
301.4
0.2
213.7
91.5
91.5
154.7
42.0
46.6
30.0
36.1
2,418.7
227.9
466.7
478.1
1,246.0
$
3,501.6
$
411.4
$
865.9
$
535.6
$
1,688.7
Table of Contents
SFAS No. 141(R) provides revised guidance on how acquirers recognize and measure the
consideration transferred, identifiable assets acquired, liabilities assumed, noncontrolling
interests and goodwill acquired in a business combination. SFAS No. 141(R) also expands required
disclosures surrounding the nature and financial effects of business combinations. SFAS No. 141(R)
is effective, on a prospective basis, for fiscal years beginning after December 15, 2008. The
adoption of SFAS No. 141(R) is not expected to have a material impact on the Companys results of
operations and financial condition.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
a)
changes in world economic conditions, including additional adverse
effects from a 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, 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 to the extent they affect the Companys
ability to raise capital or increase the Companys cost of funds, have
an impact on the overall performance of the Companys pension fund
investments and/or cause changes in the global economy and financial
markets which affect customer demand and the ability of customers to
obtain financing to purchase the Companys products or equipment which
contains 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 thousands, except per share data)
2008
2007
2006
$
5,663,660
$
5,236,020
$
4,973,365
4,422,191
4,182,186
3,968,271
1,241,469
1,053,834
1,005,094
724,987
695,283
677,342
64,383
40,378
44,881
(8
)
528
64,271
452,107
317,645
218,600
(44,934
)
(42,684
)
(49,387
)
5,971
7,045
4,605
10,207
7,854
87,907
2,245
(7,603
)
(7,491
)
425,596
282,257
254,234
157,926
62,868
77,795
267,670
219,389
176,439
665
46,088
$
267,670
$
220,054
$
222,527
$
2.80
$
2.32
$
1.89
0.01
0.49
$
2.80
$
2.33
$
2.38
$
2.78
$
2.29
$
1.87
0.01
0.49
$
2.78
$
2.30
$
2.36
Table of Contents
Table of Contents
Year Ended December 31,
(Dollars in thousands)
2008
2007
2006
$
267,670
$
220,054
$
222,527
(665
)
(46,088
)
230,994
218,353
196,592
51,786
11,738
15,267
(14,206
)
7,009
65,405
3,626
11,401
(26,395
)
16,800
16,127
15,594
87,473
121,940
151,467
(72,218
)
(152,888
)
(316,409
)
123,784
(15,744
)
(5,987
)
(98,815
)
(44,186
)
(6,743
)
(32,993
)
(26,088
)
40,912
5,479
(31,048
)
(13,517
)
569,380
336,003
292,625
665
44,303
569,380
336,668
336,928
(271,776
)
(313,921
)
(296,093
)
(86,024
)
(204,422
)
(17,953
)
36,588
21,193
9,207
698
203,316
517
(118
)
(2,922
)
(320,695
)
(496,570
)
(104,445
)
(26,423
)
(320,695
)
(496,570
)
(130,868
)
(67,462
)
(62,966
)
(58,231
)
16,909
37,804
22,963
225,000
170,000
(225,000
)
(170,000
)
810,353
286,286
272,549
(884,082
)
(240,643
)
(392,100
)
(21,639
)
58,598
(21,891
)
(145,921
)
79,079
(176,710
)
(16,602
)
9,895
6,305
86,162
(70,928
)
35,655
30,144
101,072
65,417
$
116,306
$
30,144
$
101,072
Table of Contents
Common Stock
Earnings
Accumulated
Other
Invested
Other
Stated
Paid-In
in the
Comprehensive
Treasury
Total
Capital
Capital
Business
Loss
Stock
(Dollars in thousands, except per share data)
$
1,497,067
$
53,064
$
719,001
$
1,052,871
$
(323,449
)
$
(4,420
)
222,527
222,527
56,293
56,293
56,411
56,411
(1,451
)
(1,451
)
333,780
(332,366
)
(332,366
)
(58,231
)
(58,231
)
4,526
4,526
1,829
(7
)
1,836
29,575
29,575
$
1,476,180
$
53,064
$
753,095
$
1,217,167
$
(544,562
)
$
(2,584
)
220,054
220,054
95,690
95,690
177,083
177,083
538
538
493,365
5,621
5,621
(62,966
)
(62,966
)
5,830
5,830
(8,160
)
35
(8,195
)
50,799
50,799
$
1,960,669
$
53,064
$
809,759
$
1,379,876
$
(271,251
)
$
(10,779
)
267,670
267,670
(149,873
)
(149,873
)
(397,577
)
(397,577
)
264
264
(1,143
)
(1,143
)
(280,659
)
(67,462
)
(67,462
)
4,466
4,466
(493
)
314
(807
)
23,776
23,776
$
1,640,297
$
53,064
$
838,315
$
1,580,084
$
(819,580
)
$
(11,586
)
(1)
Share activity was in conjunction with employee benefit and stock option plans.
Table of Contents
December 31,
2008
2007
$
89,070
$
81,716
474,906
484,580
581,719
521,416
$
1,145,695
$
1,087,712
Table of Contents
December 31,
2008
2007
$
705,701
$
668,005
3,323,695
3,264,741
4,029,396
3,932,746
(2,285,530
)
(2,210,665
)
$
1,743,866
$
1,722,081
Table of Contents
Table of Contents
No.
141(R). SFAS No. 141(R) provides revised guidance on how acquirers recognize and measure the
consideration transferred, identifiable assets acquired, liabilities assumed, noncontrolling
interests and goodwill acquired in a business combination. SFAS No. 141(R) also expands required
disclosures surrounding the nature and financial effects of business combinations. SFAS No. 141(R)
is effective, on a prospective basis, for fiscal years beginning after December 15, 2008. The
adoption of SFAS No. 141(R) is not expected to have a material impact on the Companys results of
operations and financial condition.
Table of Contents
2008
2007
2006
$
11,447
$
13,167
$
1,855
13,083
48,304
8,229
1,266
120
317
12,766
19,709
1,501
24,669
57,636
2,076
28,502
66,310
5,775
$
90,587
$
206,709
$
19,436
$
4,563
$
1,648
$
1,483
415
219
5
4,563
2,287
1,483
$
86,024
$
204,422
$
17,953
Table of Contents
2007
2006
$
$
328,181
53,510
(20,271
)
1,098
21,204
(433
)
(8,355
)
$
665
$
46,088
2008
2007
2006
$
267,670
$
219,389
$
176,439
95,650,104
94,639,065
93,325,729
622,659
973,170
968,987
96,272,763
95,612,235
94,294,716
$
2.80
$
2.32
$
1.89
$
2.78
$
2.29
$
1.87
Table of Contents
2008
2007
2006
$
52,448
$
202,321
$
106,631
(870,804
)
(473,227
)
(650,310
)
264
(1,488
)
(345
)
(883
)
$
(819,580
)
$
(271,251
)
$
(544,562
)
2008
2007
$
91,482
$
108,370
$
91,482
$
108,370
Table of Contents
2008
2007
$
175,000
$
191,933
55,000
12,200
12,200
9,500
9,500
17,000
17,000
47,104
57,916
252,357
250,307
12,240
12,240
6,957
8,689
532,358
614,785
17,108
34,198
$
515,250
$
580,587
Table of Contents
2008
2007
2006
$
51,786
$
11,738
$
15,267
8,306
23,124
25,837
4,291
5,516
3,777
$
64,383
$
40,378
$
44,881
In December 2008, the Company recorded $4,165 in severance and related benefits costs to eliminate
approximately 110 associates as a result of the current downturn in the economy and current and
anticipated market demand. Of the $4,165 charge, $1,975 related to the Mobile Industries segment,
$772 related to the Process Industries segment, $1,098 related to the Steel segment and $320
related to Corporate.
Table of Contents
Table of Contents
Mobile
Process
Industries
Industries
Steel
Corporate
Total
$
50,494
$
1,292
$
$
$
51,786
6,275
624
1,087
320
8,306
2,055
1,845
391
4,291
$
58,824
$
3,761
$
1,478
$
320
$
64,383
Mobile
Process
Industries
Industries
Steel
Corporate
Total
$
6,830
$
4,908
$
$
$
11,738
13,954
1,602
7,568
23,124
2,559
571
2,386
5,516
$
23,343
$
7,081
$
9,954
$
$
40,378
Mobile
Process
Industries
Industries
Steel
Corporate
Total
$
13,776
$
1,131
$
360
$
$
15,267
17,299
1,648
6,890
25,837
2,914
571
292
3,777
$
33,989
$
3,350
$
7,542
$
$
44,881
2008
2007
2006
$
24,455
$
31,985
$
18,143
12,597
28,640
29,614
(18,106
)
(36,170
)
(15,772
)
$
18,946
$
24,455
$
31,985
Table of Contents
2008
2007
$
12,571
$
20,023
2,125
3,068
(6,581
)
(10,520
)
$
8,115
$
12,571
Table of Contents
Beginning
Balance
Acquisitions
Impairment
Other
Ending Balance
$
63,251
$
$
(48,765
)
$
(14,486
)
$
55,651
(2,795
)
52,856
152,882
15,034
(358
)
167,558
9,635
9,635
$
271,784
$
24,669
$
(48,765
)
$
(17,639
)
$
230,049
Beginning
Balance
Acquisitions
Impairment
Other
Ending Balance
$
53,236
$
$
$
10,015
$
63,251
54,756
895
55,651
93,907
57,636
1,339
152,882
$
201,899
$
57,636
$
$
12,249
$
271,784
Table of Contents
Table of Contents
2008
2007
2006
$
9.89
$
9.99
$
9.59
3.68
%
4.71
%
4.53
%
2.08
%
2.06
%
2.14
%
0.351
0.351
0.348
6
6
5
Weighted
Average
Weighted
Remaining
Aggregate
Number of
Average
Contractual
Intrinsic Value
Shares
Exercise Price
Term
(000s )
4,452,847
$
25.72
989,200
30.70
(710,125
)
21.08
(384,456
)
32.95
4,347,466
$
26.97
7 years
$
195
2,329,792
$
24.52
5 years
$
195
Table of Contents
Weighted
Number of
Average Grant
Shares
Date Fair Value
945,690
$
28.53
306,434
31.28
(371,925
)
28.49
(41,264
)
29.71
838,935
$
29.49
Table of Contents
Table of Contents
Defined Benefit
Postretirement
Pension Plans
Benefit Plans
2008
2007
2008
2007
$
2,686,001
$
2,801,482
$
720,359
$
740,231
36,705
41,642
3,138
4,874
161,413
155,076
41,252
41,927
(142
)
2,300
(2,520
)
362
(19,624
)
(167,826
)
(39,956
)
(16,834
)
407
673
(94,079
)
18,292
(1,082
)
634
227
(169,677
)
(165,865
)
(50,069
)
(50,835
)
(72
)
$
2,600,932
$
2,686,001
$
671,122
$
720,359
Table of Contents
Defined Benefit
Postretirement
Pension Plans
Benefit Plans
2008
2007
2008
2007
$
2,546,846
$
2,389,385
$
$
(564,186
)
209,237
407
673
22,149
102,053
50,069
50,835
(77,699
)
11,363
(169,677
)
(165,865
)
(50,069
)
(50,835
)
(4
)
$
1,757,836
$
2,546,846
$
$
$
(843,096
)
$
(139,155
)
$
(671,122
)
$
(720,359
)
$
6,451
$
36,015
$
$
(5,502
)
(5,806
)
(58,077
)
(57,980
)
(844,045
)
(169,364
)
(613,045
)
(662,379
)
$
(843,096
)
$
(139,155
)
$
(671,122
)
$
(720,359
)
$
1,188,922
$
500,084
$
115,314
$
160,900
51,364
64,069
1,350
1,756
(107
)
(199
)
$
1,240,179
$
563,954
$
116,664
$
162,656
(1)
Plan assets are primarily invested in listed stocks and bonds and cash equivalents.
Table of Contents
Pension Benefits
Postretirement Benefits
2008
2007
2006
2008
2007
2006
6.300
%
6.300
%
5.875
%
6.300
%
6.300
%
5.875
%
3% to 4
%
3% to 4
%
3% to 4
%
8.75
%
8.75
%
8.75
%
$
36,705
$
41,642
$
45,414
$
3,138
$
4,874
$
5,277
161,413
155,076
154,992
41,252
41,927
44,099
(200,922
)
(189,500
)
(173,437
)
12,563
11,340
12,399
(2,114
)
(1,814
)
(1,941
)
29,634
47,338
56,779
5,630
11,008
12,238
266
227
9,473
(25,400
)
(92
)
(178
)
(171
)
$
39,567
$
65,945
$
105,449
$
47,906
$
55,995
$
34,273
$
563,954
$
802,058
$
561,694
$
162,656
$
188,322
$
743,471
(187,210
)
(39,956
)
(16,834
)
(142
)
2,300
(2,520
)
362
92
178
(29,634
)
(47,338
)
(5,630
)
(11,008
)
(12,563
)
(11,340
)
2,114
1,814
(88,133
)
328,497
188,322
(24,999
)
5,306
$
1,240,179
$
563,954
$
802,058
$
116,664
$
162,656
$
188,322
Table of Contents
Current Target
Percentage of Pension Plan Assets at
Allocation
December 31
Asset Category
2008
2007
55% to 65%
55
%
67
%
35% to 45%
45
%
33
%
100%
100
%
100
%
Table of Contents
Employer Contributions to Defined Benefit Plans
$
102,053
$
22,149
$
90,000
Table of Contents
The Company reports net sales by geographic area in a manner that is more reflective of how the
Company operates its segments, which is by the destination of net sales. Long-lived assets by
geographic area are reported by the location of the subsidiary.
Geographic Financial Information
United States
Europe
Other Countries
Consolidated
$
3,625,470
$
1,098,050
$
940,140
$
5,663,660
1,256,891
229,933
257,042
1,743,866
$
3,392,065
$
963,908
$
880,047
$
5,236,020
1,228,399
264,531
229,151
1,722,081
$
3,370,244
$
849,915
$
753,206
$
4,973,365
1,152,101
275,094
174,364
1,601,559
Segment Financial Information
2008
2007
2006
$
2,264,235
$
2,426,660
$
2,412,087
1,274,358
1,080,908
973,748
431,096
313,361
259,695
1,693,971
1,415,091
1,327,835
$
5,663,660
$
5,236,020
$
4,973,365
$
3,153
$
1,809
$
1,997
157,982
146,515
144,424
$
161,135
$
148,324
$
146,421
Table of Contents
2008
2007
2006
$
16,502
$
50,719
$
31,404
246,760
142,792
124,948
50,389
21,729
18,084
264,006
231,167
226,772
$
577,657
$
446,407
$
401,208
(68,413
)
(65,850
)
(66,880
)
(64,383
)
(40,378
)
(44,881
)
8
(528
)
(64,271
)
(5,754
)
(34,521
)
(24,393
)
19,121
4,648
7,953
10,207
7,854
87,907
(9
)
737
(1,209
)
(44,934
)
(42,684
)
(49,387
)
5,971
7,045
4,605
(3,875
)
(473
)
3,582
$
425,596
$
282,257
$
254,234
$
1,648,818
$
1,813,663
$
1,675,220
999,752
1,008,646
1,054,789
594,538
575,825
350,376
1,079,485
811,065
778,515
213,457
170,038
168,211
$
4,536,050
$
4,379,237
$
4,027,111
$
68,648
$
101,719
$
141,056
83,173
101,810
77,792
19,458
23,075
21,173
98,268
83,167
51,862
2,229
4,150
4,210
$
271,776
$
313,921
$
296,093
$
109,807
$
110,967
$
101,048
47,540
43,040
36,300
23,547
17,111
14,526
47,452
45,393
40,308
2,648
1,842
4,410
$
230,994
$
218,353
$
196,592
Table of Contents
Income from continuing operations before
income taxes
2008
2007
2006
$
292,828
$
222,800
$
225,028
132,768
59,457
29,206
$
425,596
$
282,257
$
254,234
2008
2007
2006
$
107,397
$
26,514
$
86,206
13,689
1,887
(651
)
33,214
23,066
18,635
154,300
51,467
104,190
567
15,868
(20,977
)
221
(2,550
)
1,086
2,838
(1,917
)
(6,504
)
3,626
11,401
(26,395
)
$
157,926
$
62,868
$
77,795
2008
2007
2006
$
148,959
$
98,790
$
88,982
9,042
(431
)
283
5,025
4,920
6,395
5,144
17,278
7,242
(20,165
)
(16,999
)
(13,334
)
(2,635
)
(4,725
)
(704
)
(7,185
)
(7,083
)
(4,922
)
7,443
(26,200
)
(3,294
)
10,787
3,773
1,511
(2,682
)
(6,626
)
$
157,926
$
62,868
$
77,795
37.1
%
22.3
%
30.6
%
Table of Contents
2008
2007
$
212,658
$
210,659
379,611
147,185
34,812
26,176
7,433
17,425
131,782
156,885
57,430
35,055
(162,242
)
(188,013
)
661,484
405,372
(278,605
)
(250,698
)
$
382,879
$
154,674
Table of Contents
2008
2007
$
113,100
$
137,300
8,400
7,100
9,100
12,000
(4,800
)
(31,200
)
(53,300
)
(1,400
)
(700
)
(10,700
)
$
71,800
$
113,100
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, 2008
Total
Level 1
Level 2
Level 3
$
23,640
$
23,640
$
$
1,559
1,559
2,357
2,357
$
27,556
$
23,640
$
3,916
$
$
4,669
$
$
4,669
$
$
4,669
$
$
4,669
$
Table of Contents
(Unaudited)
2008
1st
2nd
3rd
4th
Total
(Dollars in thousands, except per share data)
$
1,434,670
$
1,535,549
$
1,482,684
$
1,210,757
$
5,663,660
311,537
343,744
406,756
179,432
1,241,469
2,876
1,807
3,330
56,370
64,383
84,465
88,943
130,413
(36,151
)
267,670
84,465
88,943
130,413
(36,151
)
267,670
0.89
0.93
1.36
(0.38
)
2.80
0.89
0.93
1.36
(0.38
)
2.80
0.88
0.92
1.35
(0.38
)
2.78
0.88
0.92
1.35
(0.38
)
2.78
0.17
0.17
0.18
0.18
0.70
2007
1st
2nd
3rd
4th
Total
$
1,284,513
$
1,349,231
$
1,261,239
$
1,341,037
$
5,236,020
256,019
287,979
250,409
259,427
1,053,834
13,776
7,254
11,840
7,508
40,378
74,254
55,601
41,243
48,291
219,389
940
(275
)
665
75,194
55,326
41,243
48,291
220,054
0.79
0.59
0.43
0.51
2.32
0.01
0.01
0.80
0.59
0.43
0.51
2.33
0.78
0.58
0.43
0.50
2.29
0.01
0.01
0.79
0.58
0.43
0.50
2.30
0.16
0.16
0.17
0.17
0.66
(1)
Impairment and restructuring charges for the fourth quarter
of 2008 include a goodwill impairment charge of $48.8 million, fixed
asset impairments of $1.9 million, severance and related benefits of
$5.3 million and exit costs of $0.4 million.
(2)
Income from continuing operations for the first quarter includes a pretax
gain of $20.4 million on the sale of the Companys
former seamless steel tube
manufacturing facility located in
Desford, England. Income from continuing operations for
the fourth quarter includes $10.2
million, resulting from the CDSOA.
(3)
Income from continuing operations for
the first quarter includes a favorable
discrete tax adjustment of $32.1 million to recognize the benefits of a
prior year tax position due to a
change in tax law. Income from continuing operations for
the fourth quarter includes $7.9
million, resulting from the CDSOA.
(4)
Income from discontinued operations for 2007 reflects an additional gain on
the sale of Latrobe Steel, net of tax, primarily
due to a purchase price adjustment.
Table of Contents
February 23, 2009
Table of Contents
Table of Contents
February 23, 2009
Table of Contents
Table of Contents
Exhibit
Stock Purchase Agreement, dated as of December 8, 2006, by and among The Timken
Company, Latrobe Steel Company, Timken Alloy Steel Europe Limited, Toolrock Holding,
Inc. and Toolrock Acquisition LLC was filed on December 8, 2006 as an exhibit to 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 effective April 21, 1987, were filed on
March 29, 1993 with Form 10-K (Commission File No. 1-1169), and are incorporated herein
by reference.
Amended and Restated Credit Agreement dated as of June 30, 2005 by and among:
The Timken Company; Bank of America, N.A. and KeyBank National Association as
Co-Administrative Agents; JP Morgan Chase Bank, N.A. and Wachovia Bank, National
Association as Syndication Agents; KeyBank National Association as Paying Agent, L/C
Issuer and Swing Line Lender; and other Lenders party thereto was filed July 7, 2005
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, which 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.
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.
Amended and Restated Receivables Purchase Agreement dated as of December 30,
2005 by and among: Timken Receivables Corporation; The Timken Corporation; Jupiter
Securitization Corporation; and JP Morgan Chase Bank, N.A. was filed on January 6, 2006
with Form 8-K (Commission File No. 1-1169) and is incorporated herein by reference.
Amended and Restated Receivables Sales Agreement dated as of December 30, 2005
by and between Timken Corporation and Timken Receivables Corporation was filed on
January 6, 2006 with Form 8-K (Commission File No. 1-1169) and is incorporated herein
by reference.
Table of Contents
Exhibit
The Management Performance Plan of The Timken Company for Officers and Certain
Management Personnel as revised 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.
The Timken Company 1996 Deferred Compensation Plan for officers and other key
employees, amended and restated as of April 20, 1999 was filed on May 13, 1999 with
Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Amendment to The Timken Company 1996 Deferred Compensation Plan was filed on March 3,
2004 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 6, 2004 and approved by shareholders
on April 20, 2004 was filed as Appendix A to Proxy Statement filed on March 1, 2004
(Commission File No. 1-1169) and is incorporated herein by reference.
The 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. Each differs only as to name
and date executed.
The 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. Each
differs only as to name and date executed.
The 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. Each
differs only as to name and date executed.
The form of Employee Excess Benefits Agreement entered into with all active Executive
Officers, certain retired Executive Officers, and certain other key employees of the
Company was filed on March 27, 1992 with Form 10-K (Commission File No. 1-1169) and is
incorporated herein by reference. Each differs only as to name and date executed.
Amendment to Employee Excess Benefits Agreement was filed on May 12, 2000 with Form
10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
The amended form of Employee Excess Benefits Agreement entered into with certain
Executive Officers and certain key employees of the Company was filed on August 6, 2004
with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by reference.
Each differs only as to name and date executed.
Amended form of Excess Benefits Agreement entered into with the President & Chief
Executive Officer and Senior Vice President Technology (now President Steel) was
filed on August 6, 2004 with Form 10-Q (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.
Form of Amended and Restated Employee Excess Benefits Agreement entered into with
certain executive officers and certain other key employees of the Company.
The Amended and Restated Supplemental Pension Plan of The Timken Company as adopted
March 16, 1998 was filed on March 20, 1998 with Form 10-K (Commission File No. 1-1169)
and is incorporated herein by reference.
Table of Contents
Exhibit
Amendment to the Amended and Restated Supplemental Pension Plan of the Timken
Company executed on December 29, 1998 was filed on March 30, 1999 with Form 10-K
(Commission File No. 1-1169) and is incorporated herein by reference.
The form of The Timken Company 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.
The form of The Timken Company 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.
The form of Non-Qualified Stock Option Agreement for Officers adopted on January 31,
2005 was filed on February 4, 2005 as an exhibit to Form 8-K (Commission File No.
1-1169) and is incorporated herein by reference.
The form of Non-Qualified Stock Option Agreement for Officers adopted on February 6,
2006 was filed on February 10, 2006 as an exhibit to Form 8-K (Commission File No.
1-1169) and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement for transferable options.
The Timken Company Senior Executive Management Performance Plan as Amended and
Restated as of February 1, 2005 and approved by shareholders April 19, 2005 was filed
as Appendix A to Proxy Statement filed on March 14, 2005 (Commission File No. 1-1169)
and is incorporated herein by reference.
The Timken Company Non-Qualified Stock Option Agreement entered into with James W.
Griffith and adopted on December 16, 1999 was filed on March 29, 2000 with Form 10-K
(Commission File No. 1-1169) and is incorporated herein by reference.
The Timken Company Director Deferred Compensation Plan effective as of February 4,
2000 was filed on May 12, 2000 with Form 10-Q (Commission File No. 1-1169) and is
incorporated herein by reference.
The form of The Timken Company Deferred Shares Agreement 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.
The amended form of The Timken Company Deferred Shares Agreement was filed on August
6, 2004 with Form 10-Q (Commission File No. 1-1169) and is incorporated herein by
reference.
The form of The Timken Company Restricted Share Agreement as adopted on January 31,
2005 was filed on February 4, 2005 as an exhibit to Form 8-K (Commission File No.
1-1169) and is incorporated herein by reference.
The form of The Timken Company Restricted Share Agreement as adopted on February 6,
2006 was filed on February 10, 2006 as an exhibit to Form 8-K (Commission File No.
1-1169) and is incorporated herein by reference.
The form of The Timken Company Performance Vested Restricted Share Agreement for
Executive Officers as adopted on February 4, 2008 was filed on February 7, 2008 as an
exhibit to Form 8-K (Commission File No. 1-1169) and is incorporated herein by
reference.
Form of Performance Vested Restricted Share Agreement for certain Executive
Officers.
Table of Contents
Exhibit
(10.29)
The form of The Timken Company Performance Unit Agreement as adopted on February 6,
2006 was filed on February 10, 2006 as an exhibit to Form 8-K (Commission File No.
1-1169) and is incorporated herein by reference.
(10.30)
The form of The Timken Company Performance Unit Agreement as adopted on February 4,
2008 was filed on February 7, 2008 as an exhibit to Form 8-K (Commission File No.
1-1169) and is incorporated herein by reference.
(10.31)
The form of The Timken Company 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.
(10.32)
The form of The Timken Company Non-Qualified Stock Option Agreement for Non-Employee
Directors as adopted on January 31, 2005 and was filed on March 15, 2005 with Form 10-K
(Commission File No. 1-1169) and is incorporated herein by reference.
(10.33)
Restricted Shares Agreement entered into with Glenn A. Eisenberg was filed on March
28, 2002 with Form 10-K (Commission File No. 1-1169) and is incorporated herein by
reference.
(10.34)
Executive Severance Agreement entered into with Glenn A. Eisenberg was filed on
March 27, 2003 with Form 10-K (Commission File No. 1-1169) and is incorporated herein
by reference.
(10.35)
The form of The Timken Company 1996 Deferred Compensation Plan Election Agreement as
adopted on December 17, 2003 was filed on March 3, 2004 with Form 10-K (Commission File
No. 1-1169) and is incorporated herein by reference.
(10.36)
The form of Associate Election Agreement under the 1996 Deferred Compensation Plan
was filed on February 4, 2005 as an exhibit to Form 8-K (Commission File No. 1-1169)
and is incorporated herein by reference.
(10.37)
The form of The Timken Company 1996 Deferred Compensation Plan Election Agreement
for Deferral of Restricted Shares was filed on August 13, 2002 with Form 10-Q
(Commission File No. 1-1169) and is incorporated herein by reference.
(10.38)
The form of The Timken Company Director Deferred Compensation Plan Election
Agreement was filed on May 15, 2003 with Form 10-Q (Commission File Number 1-1169) and
is incorporated herein by reference. Each differs only as to name and date executed.
(10.39)
The form of Non-employee Director Election Agreement under the 1996 Deferred
Compensation Plan was filed on February 4, 2005 as an exhibit to Form 8-K (Commission
File No. 1-1169) and is incorporated herein by reference.
(10.40)
Deferred Share Agreement entered into with Michael C. Arnold was filed on February
10, 2006 as an exhibit to Form 8-K (Commission File No. 1-1169) and is incorporated
herein by reference.
(10.41)
Form of Severance Agreement between The Timken Company and certain of its officers
was filed on June 9, 2006 as an exhibit to Form 8-K (Commission File No. 1-1169) and is
incorporated herein by reference.
(10.42)
Form of Severance Agreement for officers.
Table of Contents
Exhibit
(12)
Computation of Ratio of Earnings to Fixed Charges.
(21)
A list of subsidiaries of the registrant.
(23)
Consent of Independent Registered Public Accounting Firm.
(24)
Power of Attorney.
(31.1)
Principal Executive Officers Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
(31.2)
Principal Financial Officers Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
(32)
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Table of Contents
By /s/ Glenn A. Eisenberg
Glenn A. Eisenberg
Executive Vice President Finance
and Administration (Principal Financial Officer)
Date: February 25, 2009
By /s/ J. Ted Mihaila
J. Ted Mihaila
Senior Vice President and Controller
(Principal Accounting Officer)
Date: February 25, 2009
By /s/ Frank C. Sullivan*
Frank C. Sullivan Director
Date: February 25, 2009
By /s/ John M. Timken, Jr.*
John M. Timken, Jr. Director
Date: February 25, 2009
By /s/ Ward J. Timken*
Ward J. Timken Director
Date: February 25, 2009
By /s/ Ward J. Timken, Jr.*
Ward J. Timken, Jr. Director
Date: February 25, 2009
By /s/ Joseph F. Toot, Jr.*
Joseph F. Toot, Jr. Director
Date: February 25, 2009
By /s/ Jacqueline F. Woods*
Jacqueline F. Woods Director
Date: February 25, 2009
* By /s/ Glenn A. Eisenberg
Glenn A. Eisenberg, attorney-in-fact
By authority of Power of Attorney
filed as Exhibit 24 hereto
Date: February 25, 2009
Table of Contents
Additions -
Additions -
Balance at
Charged to
Charged to
Balance at
Beginning
Costs and
Other
End of
of Period
Expenses
Accounts
Deductions
Period
$
42,351
$
22,164
(1)
$
(1,115
)
(4)
$
6,941
(6)
$
56,459
34,948
34,095
(2)
(1,735
)
(4)
37,445
(7)
29,863
188,013
20,466
(3)
(21,860
)
(5)
24,377
162,242
$
265,312
$
76,725
$
(24,710
)
$
68,763
$
248,564
$
36,673
$
15,349
(1)
$
(163
)
(4)
$
9,508
(6)
$
42,351
22,060
24,147
(2)
1,975
(4)
13,234
(7)
34,948
191,894
21,654
(3)
(116
)
(5)
25,419
188,013
$
250,627
$
61,150
$
1,696
$
48,161
$
265,312
$
37,473
$
8,737
(1)
$
(304
)
(4)
$
9,233
(6)
$
36,673
19,753
17,637
(2)
(1,389
)
(4)
13,941
(7)
22,060
171,357
6,393
(3)
14,455
(5)
311
(8)
191,894
$
228,583
$
32,767
$
12,762
$
23,485
$
250,627
(1)
Provision for uncollectible accounts included in expenses.
(2)
Provision 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 loss or goodwill.
(6)
Actual accounts written off against the allowancenet of recoveries.
(7)
Inventory items written off against the allowance.
(8)
Includes reversal of valuation allowance on capital losses due to capital gains recognized in 2005 and the reversal of valuation
allowances on certain U.S. state and local tax loss and credit carry forwards that were written-down in 2005.
1. | Timken shall provide the following Excess Benefits: |
(a) | Except as provided in Section 2(a), if, under the Amended and Restated Supplemental Pension Plan of The Timken Company (the Supplemental Plan), the Employee would be eligible for a benefit pursuant to paragraph 2(a) of the Supplemental Plan but for this Agreement and the Employee Terminates Employment (as defined in Section 4(a) of this Agreement) after having been an elected officer of Timken for five or more years, the Employee shall be eligible to receive a benefit in an amount equal to the difference between |
(i) | the monthly pension the Employee would be entitled to receive under the 1984 Retirement Plan for Salaried Employees of The Timken Company, the Retirement Plan for Salaried Employees of The Timken Company and the Timken-Latrobe-MPB-Torrington Retirement Plan (hereinafter the Retirement Plans) were it not for the limitations imposed by the Employee Retirement Income Security Act of 1974, as amended, (ERISA) and Sections 401 and 415 of the Internal Revenue Code of 1986, as amended (hereinafter collectively referred to as the Code Limitations), and | ||
(ii) | the monthly pension he would actually receive under the Retirement Plans. |
If any portion of the Employees benefit under the Retirement Plans is not payable at the same time the Employees Excess Benefits are payable, the corresponding portion of the Excess Benefit under this Section 1(a) shall be determined by calculating such |
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corresponding portion of the Excess Benefit that would be payable under Section 1(a) and that portion of the benefit that would be payable under the Retirement Plans at age 65 and then actuarially reducing such Excess Benefit from age 65 to the commencement date provided under this Agreement for the Excess Benefits. Any actuarial adjustments under this Section 1(a) shall be based on the applicable mortality table, as defined in Code Section 417(e)(3) and the applicable interest rate as defined in Code Section 417(e)(3), during the third calendar month (October) immediately preceding the first day of the calendar year in which the determination is made. |
The Excess Benefits to which the Employee is entitled under this Section 1(a) shall commence, subject to Section 3, on the first day of the month following the later of (A) the Employees Termination of Employment or (B) the Employees ___ birthday. The form of payment of the Excess Benefits to which the Employee is entitled under this Section 1(a) shall be as specified under the provisions applicable to Participants under the Supplemental Plan. | |||
(b) | If a married Employee dies after having been an elected officer of Timken for five or more years but prior to commencement of the Employees benefit payments and the Employees Spouse is entitled to a monthly pension under the Retirement Plans, Timken shall pay to the Employees Spouse an amount equal to the difference between the monthly pension the Employees Spouse would be entitled to receive under the Retirement Plans, were it not for the Code Limitations, and the monthly pension the Employees Spouse would actually receive under the Retirement Plans. Monthly payments shall be made until the Spouses death. A Spouses benefit under this Section 1(b), shall commence on the first day of the month following the later of (A) the Employees death, or (B) the date on which the Employee would have reached age . | ||
(c) | Except as provided in Section 2(a), if the Employee Terminates Employment after having been an elected officer of Timken for five or more years, the Employee shall be entitled to a monthly benefit under this Agreement equal to 60% of one-twelfth of Final Average Earnings (as defined in the Retirement Plans without consideration of the pay limitation under Internal Revenue Code (Code) Section 401(a)(17) and based on a five non-consecutive year average), multiplied by the following ratio: |
reduced by each of the following: |
(i) | the monthly payment from the Retirement Plans before any adjustments for optional forms of benefits are made but after any adjustment for early commencement, | ||
(ii) | the monthly payment under subsection (a) above before any adjustments for optional forms of benefits are made but after any adjustment for early commencement, and |
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(iii) | the monthly annuity value equal to the sum of (A) the account balance the Employee would have accumulated under the Savings and Investment Pension (SIP) Plan and any other qualified defined contribution plans sponsored by Timken and the Post-Tax Savings Plan (the Savings Plans) as of December 31, 2008 but excluding amounts contributed by the Employee as of such date, such account balance being determined in the manner set forth in the next to last paragraph of this Section 1(c), plus (B) the account balance the Employee would have accumulated under the Savings Plans during the period beginning on January 1, 2009 and ending on the date that Excess Benefits are to commence under this Section 1(c), but excluding amounts contributed by the Employee during such period, such account balance being determined in the manner set forth in the next to last paragraph of this Section 1(c). |
The benefit to which the Employee is entitled to receive under this Section 1(c) shall commence, subject to Section 3, on the first day of the month following the later of (I) the Employees Termination of Employment, or (II) the Employees ___ birthday, and shall be paid in the form of a monthly annuity for the life of the Participant. | |||
In the event the benefits described in Sections 1(c)(i) and 1(c)(ii) are not payable immediately because the Employee has not met the service requirements in the Retirement Plans, for purposes of this section, the benefits will be reduced for early commencement in the same manner as if the Employee met the service requirement for immediate commencement. | |||
For purposes of Section 1(c)(iii)(A), the account balances related to the Savings Plans will be determined by (w) assuming the Employee received in an account held for the Employee under the Savings Plans the maximum amount of matching contributions for each year he was an employee and eligible to participate in the Savings Plans and (x) using the actual contributions made by Timken for all other purposes to the Savings Plans. For purposes of Section 1(c)(iii)(B), the account balances related to the Savings Plans will be determined by (y) assuming the Employee received in an account held for the Employee under the Savings Plans the maximum amount of matching contributions at the rate specified for matching contributions in Exhibit B for each year he was an employee and eligible to participate in the Savings Plans and (z) assuming Timkens contributions to the account held for the Employee under the Savings Plan, in addition to the matching contributions described in (y), consisted only of the Core Contributions (as defined in the Savings Plans) under the Savings Plans at the rate specified for Core Contributions in Exhibit B for each year he was an employee and eligible for Core Contributions in the Savings Plans. For purposes of Section 1(c)(iii), interest will be credited to such account at a rate of eight percent (8%) per annum beginning at the end of the year to which the contributions are attributable. For purposes of Section 1(c)(iii), the monthly annuity will be that which could be purchased on the date of the Employees Termination of Employment with the account balance at the date that Excess Benefits are to commence under this Section 1(c) from an insurance company which at the time of purchase has the highest rating by A. M. Best assuming that the annuity is purchased with |
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assets from a qualified retirement plan, is based on group rates, is on a no commission basis and is payable for the Employees lifetime, with no continuation after the Employees death. | |||
Notwithstanding the foregoing provisions of this subsection (c), if the Employees benefit |
payable under this subsection (c) commences prior to attaining age 62, such benefit (before the reductions described in Sections 1(c)(i), 1(c)(ii) and 1(c)(iii) are made) shall be reduced by 4% for each year by which the commencement date of the benefit precedes age 62. | |||
(d) | [Except as provided in Section 2(a) , if the Employee Terminates Employment after having been an elected officer of Timken for five or more years, the Employee shall be entitled to a lump sum benefit under this Agreement equal to $ plus interest on such amount at a rate equal to 8% per year during the period beginning on January 1, 2009 and ending on the last day of the month preceding the month in which such amount is paid in accordance with the following sentence. The benefit to which the Employee is entitled to receive under this Section 1(d) shall be paid in a single lump sum, subject to Section 3, on the first day of the month following the later of (A) the Employees Termination of Employment, or (B) the Employees birthday.] | ||
(e) | If a married Employee is eligible for a benefit under Section 1(c), his surviving spouse shall be entitled to a monthly benefit after the death of the Employee as follows: |
(i) | If a married Employee dies after the Employee has started to receive the benefit provided for under Section 1(c), the Employees surviving spouse shall be entitled to receive an immediate monthly benefit equal to 50% of the amount the Employee was receiving pursuant to Section 1(c). Such benefit will commence on the first day of the month next following the month of the Employees death. | ||
(ii) | If a married Employee dies before the Employee has started to receive the benefit provided for under Section 1(c) but after having been an elected officer of Timken for five or more years, the Employees Surviving Spouse shall be entitled to a monthly benefit equal to 50% of the amount the Employee would have received pursuant to Section 1(c) if the Employee had commenced to receive that monthly benefit at the Surviving Spouses benefit commencement date specified below, determined by taking into account the Employees Final Average Earnings and years of Continuous Service as of the Employees date of death. The surviving spouses benefit payments pursuant to this subsection (ii) will commence on the first day of the month next following the later of (A) the Employees death, or (B) the date on which the Employee would have reached age . | ||
(iii) | Monthly payments to a surviving spouse pursuant to this Section 1(e) shall be made until the spouses death. |
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2. | (a) If (i) the Employee voluntarily terminates employment with Timken prior to having been an elected officer of Timken for five or more years, (ii) Timken discharges the Employee or requests that he resign his employment, prior to the Employee having been an elected officer of Timken for five or more years, or (iii) the Employees employment with Timken terminates for Cause, no Excess Benefits shall become due and payable to the Employee and this Agreement shall be considered terminated. |
(b) | For purposes of this Section 2, a termination shall be deemed to have been for Cause only if based on the fact that the Employee has done any of the following acts and such is materially harmful to Timken: |
(i) | An intentional act of fraud, embezzlement or theft in connection with the Employees duties with Timken and resulting or intended to result directly or indirectly in substantial personal gain to the Employee at the expense of Timken; | ||
(ii) | Intentional wrongful disclosure of secret processes or confidential information of Timken or any of its subsidiaries; or | ||
(iii) | Intentional wrongful engagement in any Competitive Activity which would constitute a material breach of the Employees duty of loyalty to Timken. | ||
For purposes of this Section 2, the term Competitive Activity shall mean
the Employees participation, without the written consent of an officer of
Timken, in the management of any business enterprise if such enterprise
engages in substantial and direct competition with Timken and such
enterprises sales of any product or service competitive with any product or
service of Timken amounted to 25% of such enterprises net sales for its
most recently completed fiscal year and if Timkens net sales of said
product or service amounted to 25% of Timkens net sales for its most
recently completed fiscal year. Competitive Activity shall not include
(A) the mere ownership of securities in any enterprise and exercise of
rights appurtenant thereto or (B) participation in the management of any
enterprise or business operation thereof other than in connection with the
competitive operation of such enterprise.
|
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For purposes of this Section 2(b), no act, or failure to act, on the part of
the Employee shall be deemed intentional unless done, or omitted to be
done, by the Employee not in good faith and without reasonable belief that
his action or omission was in or not opposed to the best interest of Timken.
Notwithstanding the foregoing, the Employee shall not be deemed to have
been terminated for Cause hereunder unless and until there shall have been
delivered to the Employee a copy of a resolution
|
- 5 -
duly adopted by the affirmative vote of not less than three-quarters of the Directors then in office at a meeting of the Directors called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with his counsel, to be heard before the Directors), finding that, in the good faith opinion of the Directors, the Employee had committed an act set forth in subsection (b) of this Section and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Employee or his beneficiaries to contest the validity or propriety of any such determination. |
3. | Notwithstanding any provision of this Agreement to the contrary, if the Employee is a specified employee, determined pursuant to procedures adopted by Timken in compliance with Section 409A of the Code, on the date the Employee Terminates Employment and if any portion of the payments to be received by the Employee are by reason of his Termination of Employment, then to the extent necessary to comply with Section 409A, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employees Termination of Employment will instead be paid or made available on the earlier of (i) the first business day of the seventh month after the date of the Employees Termination of Employment, or (ii) the Employees death. Any benefit payments that are scheduled to be paid more than six months after such Employees Termination of Employment shall not be delayed and shall be paid in accordance with the schedule prescribed by Sections 1(a) and 1(c), as applicable. |
4. | (a) | For purposes of this Agreement, Terminates Employment and Termination of Employment shall mean a termination of employment (within the meaning of Treasury Regulation Section 1.409A-1(h)(1)(ii)) with Timken and any member of its controlled group (as such term is used for purposes of ERISA and the Code, except that a 50% ownership or common control threshold shall be used to determine controlled group status instead of an 80% ownership or common control threshold). For purposes of the preceding sentence a termination of employment shall also include a permanent decrease in the level of bona fide services performed by the Employee after a certain date to a level that is 20% or less of the average level of bona fide services performed by the Employee over the immediately preceding 36-month period. | |
(b) | Any references to the Employees Spouse herein shall mean the Employees Spouse at the time of the Employees death or commencement of Participants Excess Benefits, whichever is applicable, under the Retirement Plans or Savings Plans if the Employee is not a participant in the Retirement Plans, provided that if a qualified domestic relations order provides that a former spouse of the Employee is to be considered the Employees Spouse for purposes of pension benefits, Timken shall consider such former spouse of the Employee to be the Employees Spouse for purposes of this Agreement. |
5. | This Agreement shall be binding upon and shall inure to the benefit of Timken and the Employee and their respective successors and assigns; provided, however, that, except as set forth herein, no rights to any benefit under this Agreement shall be transferable or assignable |
- 6 -
by the Employee or any other person, or be subject to alienation, encumbrance, garnishment, attachment, execution or levy of any kind, voluntary or involuntary. Any such attempted assignment or transfer shall terminate this Agreement and Timken shall have no further liability hereunder. | ||
6. | Timken is hereby designated as the Named Fiduciary of this Agreement, in accordance with ERISA. The Named Fiduciary shall have the authority to control and manage the operation and administration of this Agreement and is hereby designated as the Agreement Administrator. | |
7. | The obligations of Timken hereunder constitute an unsecured promise of Timken to make payment of the amounts provided for in this Agreement. No property of Timken is or shall be, by reason of this Agreement, held in trust for the Employee, or any other person, and neither the Employee nor any other person shall have, by reason of this Agreement, any rights, title or interest of any kind in or to any property of Timken. | |
Notwithstanding the foregoing paragraph, upon the earlier to occur of (i) a Change of Control that involves a transaction that was not approved by the Board of Directors, and was not recommended to Timkens shareholders by the Board of Directors, (ii) a declaration by the Board of Directors that the trusts under the Employee Excess Benefits Agreements should be funded in connection with a Change of Control that involves a transaction that was approved by the Board of Directors, or was recommended to shareholders by the Board of Directors, or (iii) a declaration by the Board of Directors that a Change of Control is imminent, Timken shall promptly, to the extent it has not previously done so, and in any event within five business days fund a trust established for the sole purpose of the payment of the amounts payable under this Agreement. The amount to be contributed by Timken prior to the Change of Control shall be calculated, using the actuarial assumptions set forth in Exhibit A , by Watson Wyatt & Company or another independent actuary appointed by Timken. Notwithstanding any provision of this Agreement to the contrary, no amount shall be transferred to a trust in accordance with this paragraph if, pursuant to Section 409A(b)(3)(A) of the Code, such amount would, for purposes of Section 83 of the Code, be treated as property transferred in connection with the performance of services. Upon a Change of Control, the rights of the Employee under this Agreement shall be fully vested and shall be forfeited only if the Employee voluntarily terminates his employment prior to completing five years of service as an elected officer of Timken. | ||
For purposes of this Agreement, Change of Control shall mean the occurrence of any of the following events: |
(a) | The sale or transfer of all or substantially all of the assets of Timken; or the merger, consolidation or reorganization of Timken with or into another corporation or entity with the result that upon the completion of the transaction, less than 51% of the outstanding securities entitled to vote generally in the election of directors or other capital interests of the surviving corporation or entity are owned, directly or indirectly, by the pre-transaction shareholders of Timken; |
- 7 -
(b) | A Schedule 13D or 14D-1F report (or any successor schedule, form or report promulgated pursuant to the Securities Exchange Act of 1934 (the Exchange Act)), is filed with the United States Securities and Exchange Commission (the SEC) disclosing that any person (including a person as defined in Sections 13(d)(3) or 14(d)(2) of the Exchange Act) has become the beneficial owner (as defined in SEC Rule 13d-3) of securities representing 30% or more of the combined voting power of the outstanding shares of Timken; | ||
(c) | Timken files a report or proxy statement with the SEC that includes a disclosure, including, but not limited to, a disclosure in Item 1 of Form 8-K or Item 6(e) of Schedule 14A, that a change of control of Timken has or may have occurred or will or may occur in the future pursuant to any existing contract or transaction; and | ||
(d) | The individuals who at the beginning of any two consecutive calendar year period constituted the Board of Directors cease for any reason to constitute a majority of the Board of Directors; provided, however, this subsection (d) shall not apply if the nomination of each new Director elected during such two-year period was approved by the vote of at least two-thirds of the Directors of Timken still in office who were Directors of Timken on the first day of such two-year period. |
8. | In the event that, in its discretion, Timken purchases an insurance policy or policies insuring the life of the Employee to allow Timken to recover in whole or in part, the cost of providing the benefits under this Agreement, neither the Employee nor any beneficiary shall have any right whatsoever therein; Timken shall be the sole owner and beneficiary of such insurance policy or policies and shall possess and may exercise all incidents of ownership therein. | |
9. | All questions of interpretation, construction or application arising under this Agreement shall be decided by the Board of Directors of Timken and its decision shall be final and conclusive upon all parties. Timken, in its discretion, shall make all determinations as to rights to benefits under this Agreement. Any decision by Timken denying a claim for benefits under this Agreement shall be stated in writing and delivered or mailed to the Employee or the Employees Spouse. Such decision shall (i) be made and issued in accordance with the claims regulations issued by the Department of Labor, (ii) set forth the specific reasons for the denial of the claim, and (iii) state that the decision may be appealed by the Employee. | |
10. | Nothing contained in this Agreement shall be construed to be a contract of employment nor as conferring upon the Employee the right to continue in the employ of Timken in any capacity. It is expressly understood by the parties hereto that this Agreement relates exclusively to Excess Benefits and is not intended to be an employment contract. | |
11. | This Agreement may not be amended, altered or modified, except by a written instrument signed by the parties hereto. This Agreement shall supersede the provisions of the Prior Agreement and the Employee shall be entitled to benefits solely under this Agreement. |
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12. | Following Termination of Employment, the Employee shall comply with the Restriction on Competition in paragraph 9 of the Supplemental Plan. If the Employee engages in activity prohibited by this Section, then in addition to all other remedies available to Timken, Timken shall be released from any obligation under this Agreement to pay benefits to the Employee or the Employees Spouse under this Agreement. Any such cessation of payments shall not reduce any monetary damages that may be available to Timken as a result of the Employees breach. | |
13. | The failure at any time to require performance of any provision expressed herein shall in no way affect the right thereafter to enforce such provision; nor shall the waiver of any breach of any provision expressed herein be taken or held to be a waiver of any succeeding breach of any such provision or as a waiver of a provision itself. | |
In the event that any provision or term of this Agreement is finally determined by any judicial, quasi-judicial or administrative body to be void or not enforceable for any reason, it is the agreed upon intent of the parties hereto that all other provisions or terms of the Agreement shall remain in full force and effect and that the Agreement shall be enforceable as if such void or unenforceable provision or term had never been included herein. | ||
14. | Every designation, election, revocation or notice authorized or required hereunder shall be deemed delivered to Timken: (a) on the date it is personally delivered to Timken offices at 1835 Dueber Avenue, S.W., Canton, OH 44706-0927 or (b) three business days after it is sent by registered or certified mail, postage prepaid, addressed to Timken at the offices indicated above. Every designation, election, revocation or notice authorized or required hereunder which is to be delivered to the Employee or a beneficiary shall be deemed delivered to the Employee or beneficiary: (a) on the date it is personally delivered to such individual (either physically or through interactive electronic communication), or (b) three business days after it is sent by registered or certified mail, postage prepaid, addressed to such individual at the last address shown for him on Timken records. Any notice required hereunder may be waived by the person entitled thereto. | |
15. | In the event the Employee or the Employees Spouse is declared incompetent and a guardian, conservator or other person is appointed and legally charged with the care of the person or the persons estate, the payments under this Agreement to which the Employee or the Employees Spouse is entitled shall be paid to such guardian, conservator or other person legally charged with the care of the person or the estate. Except as provided hereinabove, when Timken, in its sole discretion, determines that the Employee or the Employees Spouse is unable to manage his financial affairs, Timken may make distribution(s) of the amounts payable to the Employee or the Employees Spouse to any one or more of the spouse, lineal ascendants or descendants or other closest living relatives of the Employee or the Employees Spouse who demonstrate to the satisfaction of Timken the propriety of making such distribution(s). Any payment so made shall be made at the same time and in the same form as such benefit would be made to the Employee and shall be in complete discharge of |
- 9 -
any liability under this Agreement for such payment. Timken shall not be required to see to the application of any such distribution made under this Section 15. |
16. | This Agreement shall be subject to and construed under the laws of the State of Ohio. |
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THE TIMKEN COMPANY | |||
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Its: Senior Vice President & General Counsel |
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Age Plus Years of Credited Service* | Contribution Percentage Rate | |
0-34 | 1.00% of Gross Earnings* | |
35-44 | 2.00% of Gross Earnings* | |
45-54 | 3.00% of Gross Earnings* | |
55-64 | 3.50% of Gross Earnings* | |
65-74 | 4.00% of Gross Earnings* | |
75+ | 4.50% of Gross Earnings* |
* | Credited Service and Gross Earnings have the meanings given to such terms in the Savings Plans on the date hereof. |
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1. | Timken shall provide the following Excess Benefits: |
(a) | Except as provided in Section 2(a), if, under the Amended and Restated Supplemental Pension Plan of The Timken Company (the Supplemental Plan), the Employee would be eligible for a benefit pursuant to paragraph 2(a) of the Supplemental Plan but for this Agreement and the Employee Terminates Employment (as defined in Section 4(a) of this Agreement) after having been an elected officer of Timken for five or more years, the Employee shall be eligible to receive a benefit in an amount equal to the difference between |
(i) | the monthly pension the Employee would be entitled to receive under the 1984 Retirement Plan for Salaried Employees of The Timken Company and the Retirement Plan for Salaried Employees of The Timken Company (hereinafter the Retirement Plans) were it not for the limitations imposed by the Employee Retirement Income Security Act of 1974, as amended (ERISA), and Sections 401 and 415 of the Internal Revenue Code of 1986, as amended (hereinafter collectively referred to as the Code Limitations), and | ||
(ii) | the monthly pension he would actually receive under the Retirement Plans. |
If any portion of the Employees benefit under the Retirement Plans is not payable at the same time the Employees Excess Benefits are payable, the |
- 1 -
corresponding portion of the Excess Benefit under this Section 1(a) shall be determined by calculating such corresponding portion of the Excess Benefit that would be payable under Section 1(a) and that portion of the benefit that would be payable under the Retirement Plans at age 65 and then actuarially reducing such Excess Benefit from age 65 to the commencement date provided under this Agreement for the Excess Benefits. Any actuarial adjustments under this Section 1(a) shall be based on the applicable mortality table, as defined in Code Section 417(e)(3) and the applicable interest rate as defined in Code Section 417(e)(3), during the third calendar month (October) immediately preceding the first day of the calendar year in which the determination is made. |
The Excess Benefits to which the Employee is entitled under this Section 1(a) shall commence, subject to Section 3, on the first day of the month following the later of (A) the Employees Termination of Employment or (B) the Employees birthday. The form of payment of the Excess Benefits to which the Employee is entitled under this Section 1(a) shall be as specified under the provisions applicable to Participants under the Supplemental Plan. | |||
(b) | If a married Employee dies after having been an elected officer of Timken for five or more years but prior to commencement of the Employees benefit payments and the Employees Spouse is entitled to a monthly pension under the Retirement Plans, Timken shall pay to the Employees Spouse an amount equal to the difference between the monthly pension the Employees Spouse would be entitled to receive under the Retirement Plans, were it not for the Code Limitations, and the monthly pension the Employees Spouse would actually receive under the Retirement Plans. Monthly payments shall be made until the Spouses death. A Spouses benefit under this Section 1(b), shall commence on the first day of the month following the later of (A) the Employees death, or (B) the date on which the Employee would have reached age . | ||
(c) | Except as provided in Section 2(a), if the Employee Terminates Employment after having been an elected officer of Timken for five or more years, the Employee shall be entitled to a monthly benefit under this Agreement equal to the sum of (i) and (ii), as reduced by (iii), as follows: |
(i) | an amount equal to: |
(A) | 60% of one-twelfth of Final Average Earnings (as defined in the Retirement Plans without consideration of the pay limitation under Internal Revenue Code Section 401(a)(17) and based on a five non-consecutive year average) reduced by | ||
(B) | the monthly annuity value equal to the sum of (I) the account balance the Employee would have accumulated under the Savings |
- 2 -
and Investment Pension (SIP) Plan and any other qualified defined contribution plans sponsored by Timken and the Post-Tax Savings Plan (the Savings Plans) as of December 31, 2008 but excluding amounts contributed by the Employee as of such date, such account balance being determined in the manner set forth in the next to last paragraph of this Section 1(c), plus (II) the account balance the Employee would have accumulated under the Savings Plans during the period beginning on January 1, 2009 and ending on the date that Excess Benefits are to commence under this Section 1(c), but excluding amounts contributed by the Employee during such period, such account balance being determined in the manner set forth in the next to last paragraph of this Section 1(c). |
multiplied by the following ratio: |
(ii) | 1.75% of Final Average Earnings (as defined in the Retirement Plans without consideration of the pay limitation under Internal Revenue Code Section 401(a)(17) and based on a five non-consecutive year average) reduced by 1.25% of the Employees yearly primary Social Security amount, as estimated by the Company based on the provisions of the Social Security Act, payable at normal retirement date, the result multiplied by years of Continuous Service completed prior to January 1, 2004 (to a maximum of 40) with the product multiplied by 1.05. | ||
(iii) | the benefit of the Employee shall be reduced by the total of (A) and (B) as follows: |
(A) | the monthly payment from the Retirement Plans before any adjustments for optional forms of benefits are made but after any adjustment for early commencement, and | ||
(B) | the monthly payment under subsection (a) above before any adjustments for optional forms of benefits are made but after any adjustment for early commencement. |
The benefit to which the Employee is entitled to receive under this Section 1(c) shall commence, subject to Section 3, on the first day of the month following the later of (1) the Employees Termination of Employment, or (2) the Employees birthday, and shall be paid in the form of a monthly annuity for the life of the Participant. |
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In the event the benefits described in Section 1(c)(iii) above are not payable immediately because the Employee has not met the service requirements in the Retirement Plans, for purposes of this section, the benefits will be reduced for early commencement in the same manner as if the Employee met the service requirement for immediate commencement. | |||
For purposes of Section 1(c)(i)(B)(I), the account balances related to the Savings Plans will be determined by (y) assuming the Employee received in an account held for the Employee under the Savings Plans the maximum amount of matching contributions for each year he was an employee and eligible to participate in the Savings Plans and (z) using the actual contributions made by Timken for all other purposes to the Savings Plans. For purposes of Section 1(c)(i)(B)(II), the account balances related to the Savings Plans will be determined by assuming the Employee received in an account held for the Employee under the Savings Plans the maximum amount of matching contributions at the rate of 4.5% of the Employees Gross Earnings (as defined in the Savings Plans on the date hereof) for each year he was an employee and eligible to participate in the Savings Plans. For purposes of Section 1(c)(i)(B), interest will be credited to such account at a rate of eight percent (8%) per annum beginning at the end of the year to which the contributions are attributable. The monthly annuity will be that which could be purchased on the date of the Employees Termination of Employment with the account balance at the date that Excess Benefits are to commence under this Section 1(c) from an insurance company which at the time of purchase has the highest rating by A. M. Best assuming that the annuity is purchased with assets from a qualified retirement plan, is based on group rates, is on a no commission basis and is payable for the Employees lifetime, with no continuation after the Employees death. | |||
Notwithstanding the foregoing provisions of this subsection (c), if the Employees benefit payable under this subsection (c) commences prior to attaining age 62, such benefit (before the reductions described in Sections 1(c)(i)(B) and 1(c)(iii) are made) shall be reduced by 4% for each year by which the commencement date of the benefit precedes age 62. | |||
(d) | If a married Employee is eligible for a benefit under Section 1(c), his surviving spouse shall be entitled to a monthly benefit after the death of the Employee as follows: |
(i) | If a married Employee dies after the Employee has started to receive the benefit provided for under Section 1(c), the Employees surviving spouse shall be entitled to receive an immediate monthly benefit equal to 50% of the amount the Employee was receiving pursuant to Section 1(c). Such benefit will commence on the first day of the month next following the month of the Employees death. |
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(ii) | If a married Employee dies before the Employee has started to receive the benefit provided for under Section 1(c) but after having been an elected officer of Timken for five or more years, the Employees Surviving Spouse shall be entitled to a monthly benefit equal to 50% of the amount the Employee would have received pursuant to Section 1(c) if the Employee had commenced to receive that monthly benefit at the Surviving Spouses benefit commencement date specified below, determined by taking into account the Employees Final Average Earnings and years of Continuous Service as of the Employees date of death. The surviving spouses benefit payments pursuant to this subsection (ii) will commence on the first day of the month next following the later of (A) the Employees death, or (B) the date on which the Employee would have reached age . | ||
(iii) | Monthly payments to a surviving spouse pursuant to this Section 1(d) shall be made until the spouses death. |
2. | (a) | If (i) the Employee voluntarily terminates employment with Timken prior to having been an elected officer of Timken for five or more years, (ii) Timken discharges the Employee or requests that he resign his employment, prior to the Employee having been an elected officer of Timken for five or more years, or (iii) the Employees employment with Timken terminates for Cause, no Excess Benefits shall become due and payable to the Employee and this Agreement shall be considered terminated. | |
(b) | For purposes of this Section 2, a termination shall be deemed to have been for Cause only if based on the fact that the Employee has done any of the following acts and such is materially harmful to Timken: |
(i) | An intentional act of fraud, embezzlement or theft in connection with the Employees duties with Timken and resulting or intended to result directly or indirectly in substantial personal gain to the Employee at the expense of Timken; | ||
(ii) | Intentional wrongful disclosure of secret processes or confidential information of Timken or any of its subsidiaries; or | ||
(iii) | Intentional wrongful engagement in any Competitive Activity which would constitute a material breach of the Employees duty of loyalty to Timken. | ||
For purposes of this Section 2, the term Competitive Activity shall mean the Employees participation, without the written consent of an officer of Timken, in the management of any business enterprise if such enterprise engages in substantial and direct competition with Timken and such |
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enterprises sales of any product or service competitive with any product or service of Timken amounted to 25% of such enterprises net sales for its most recently completed fiscal year and if Timkens net sales of said product or service amounted to 25% of Timkens net sales for its most recently completed fiscal year. Competitive Activity shall not include (A) the mere ownership of securities in any enterprise and exercise of rights appurtenant thereto or (B) participation in the management of any enterprise or business operation thereof other than in connection with the competitive operation of such enterprise. |
For purposes of this Section 2(b), no act, or failure to act, on the part of the Employee shall be deemed intentional unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that his action or omission was in or not opposed to the best interest of Timken. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause hereunder unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Directors then in office at a meeting of the Directors called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with his counsel, to be heard before the Directors), finding that, in the good faith opinion of the Directors, the Employee had committed an act set forth in subsection (b) of this Section and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Employee or his beneficiaries to contest the validity or propriety of any such determination. |
3. | Notwithstanding any provision of this Agreement to the contrary, if the Employee is a specified employee, determined pursuant to procedures adopted by Timken in compliance with Section 409A of the Code, on the date the Employee Terminates Employment and if any portion of the payments to be received by the Employee are by reason of his Termination of Employment, then to the extent necessary to comply with Section 409A, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employees Termination of Employment will instead be paid or made available on the earlier of (i) the first business day of the seventh month after the date of the Employees Termination of Employment, or (ii) the Employees death. Any benefit payments that are scheduled to be paid more than six months after such Employees Termination of Employment shall not be delayed and shall be paid in accordance with the schedule prescribed by Sections 1(a) and 1(c), as applicable. |
4. | (a) | For purposes of this Agreement, Terminates Employment and Termination of Employment shall mean a termination of employment (within the meaning of |
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Treasury Regulation Section 1.409A-1(h)(1)(ii)) with Timken and any member of its controlled group (as such term is used for purposes of ERISA and the Code, except that a 50% ownership or common control threshold shall be used to determine controlled group status instead of an 80% ownership or common control threshold). For purposes of the preceding sentence a termination of employment shall also include a permanent decrease in the level of bona fide services performed by the Employee after a certain date to a level that is 20% or less of the average level of bona fide services performed by the Employee over the immediately preceding 36-month period. |
(b) | Any references to the Employees Spouse herein shall mean the Employees Spouse at the time of the Employees death or commencement of Participants Excess Benefits, whichever is applicable, under the Retirement Plans or Savings Plans if the Employee is not a participant in the Retirement Plans, provided that if a qualified domestic relations order provides that a former spouse of the Employee is to be considered the Employees Spouse for purposes of pension benefits, Timken shall consider such former spouse of the Employee to be the Employees Spouse for purposes of this Agreement. |
5. | This Agreement shall be binding upon and shall inure to the benefit of Timken and the Employee and their respective successors and assigns; provided, however, that, except as set forth herein, no rights to any benefit under this Agreement shall be transferable or assignable by the Employee or any other person, or be subject to alienation, encumbrance, garnishment, attachment, execution or levy of any kind, voluntary or involuntary. Any such attempted assignment or transfer shall terminate this Agreement and Timken shall have no further liability hereunder. | |
6. | Timken is hereby designated as the Named Fiduciary of this Agreement, in accordance with ERISA. The Named Fiduciary shall have the authority to control and manage the operation and administration of this Agreement and is hereby designated as the Agreement Administrator. | |
7. | The obligations of Timken hereunder constitute an unsecured promise of Timken to make payment of the amounts provided for in this Agreement. No property of Timken is or shall be, by reason of this Agreement, held in trust for the Employee, or any other person, and neither Employee nor any other person shall have, by reason of this Agreement, any rights, title or interest of any kind in or to any property of Timken. | |
Notwithstanding the foregoing paragraph, upon the earlier to occur of (i) a Change of Control that involves a transaction that was not approved by the Board of Directors, and was not recommended to Timkens shareholders by the Board of Directors, (ii) a declaration by the Board of Directors that the trusts under the Employee Excess Benefits Agreements should be funded in connection with a Change of Control that involves a transaction that was approved by the Board of Directors, or was recommended to shareholders by the Board of Directors, or (iii) a declaration by the Board of Directors |
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that a Change of Control is imminent, Timken shall promptly, to the extent it has not previously done so, and in any event within five business days fund a trust established for the sole purpose of the payment of the amounts payable under this Agreement. The amount to be contributed by Timken prior to the Change of Control shall be calculated, using the actuarial assumptions set forth in Exhibit A, by Watson Wyatt & Company or another independent actuary appointed by Timken. Notwithstanding any provision of this Agreement to the contrary, no amount shall be transferred to a trust in accordance with this paragraph if, pursuant to Section 409A(b)(3)(A) of the Code, such amount would, for purposes of Section 83 of the Code, be treated as property transferred in connection with the performance of services. Upon a Change of Control, the rights of the Employee under this Agreement shall be fully vested and shall be forfeited only if the Employee voluntarily terminates his employment prior to completing five years of service as an elected officer of Timken. | ||
For purposes of this Agreement, Change of Control shall mean the occurrence of any of the following events: |
(a) | The sale or transfer of all or substantially all of the assets of Timken; or the merger, consolidation or reorganization of Timken with or into another corporation or entity with the result that upon the completion of the transaction, less than 51% of the outstanding securities entitled to vote generally in the election of directors or other capital interests of the surviving corporation or entity are owned, directly or indirectly, by the pre-transaction shareholders of Timken; | ||
(b) | A Schedule 13D or 14D-1F report (or any successor schedule, form or report promulgated pursuant to the Securities Exchange Act of 1934 (the Exchange Act)), is filed with the United States Securities and Exchange Commission (the SEC) disclosing that any person (including a person as defined in Sections 13(d)(3) or 14(d)(2) of the Exchange Act) has become the beneficial owner (as defined in SEC Rule 13d-3) of securities representing 30% or more of the combined voting power of the outstanding shares of Timken; | ||
(c) | Timken files a report or proxy statement with the SEC that includes a disclosure, including, but not limited to, a disclosure in Item 1 of Form 8-K or Item 6(e) of Schedule 14A, that a change of control of Timken has or may have occurred or will or may occur in the future pursuant to any existing contract or transaction; and | ||
(d) | The individuals who at the beginning of any two consecutive calendar year period constituted the Board of Directors cease for any reason to constitute a majority of the Board of Directors; provided, however, this subsection (d) shall not apply if the nomination of each new Director elected during such two-year period was approved by the vote of at least two-thirds of the Directors of Timken still in office who were Directors of Timken on the first day of such two-year period. |
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8. | In the event that, in its discretion, Timken purchases an insurance policy or policies insuring the life of the Employee to allow Timken to recover in whole or in part, the cost of providing the benefits under this Agreement, neither the Employee nor any beneficiary shall have any right whatsoever therein; Timken shall be the sole owner and beneficiary of such insurance policy or policies and shall possess and may exercise all incidents of ownership therein. | |
9. | All questions of interpretation, construction or application arising under this Agreement shall be decided by the Board of Directors of Timken and its decision shall be final and conclusive upon all parties. Timken, in its discretion, shall make all determinations as to rights to benefits under this Agreement. Any decision by Timken denying a claim for benefits under this Agreement shall be stated in writing and delivered or mailed to the Employee or the Employees Spouse. Such decision shall (i) be made and issued in accordance with the claims regulations issued by the Department of Labor, (ii) set forth the specific reasons for the denial of the claim, and (iii) state that the decision may be appealed by the Employee. | |
10. | Nothing contained in this Agreement shall be construed to be a contract of employment nor as conferring upon the Employee the right to continue in the employ of Timken in any capacity. It is expressly understood by the parties hereto that this Agreement relates exclusively to Excess Benefits and is not intended to be an employment contract. | |
11. | This Agreement may not be amended, altered or modified, except by a written instrument signed by the parties hereto. This Agreement shall supersede the provisions of the Prior Agreement and the Employee shall be entitled to benefits solely under this Agreement. | |
12. | Following Termination of Employment, the Employee shall comply with the Restriction on Competition in paragraph 9 of the Supplemental Plan. If the Employee engages in activity prohibited by this Section, then in addition to all other remedies available to Timken, Timken shall be released from any obligation under this Agreement to pay benefits to the Employee or the Employees Spouse under this Agreement. Any such cessation of payments shall not reduce any monetary damages that may be available to Timken as a result of the Employees breach. | |
13. | The failure at any time to require performance of any provision expressed herein shall in no way affect the right thereafter to enforce such provision; nor shall the waiver of any breach of any provision expressed herein be taken or held to be a waiver of any succeeding breach of any such provision or as a waiver of a provision itself. | |
In the event that any provision or term of this Agreement is finally determined by any judicial, quasi-judicial or administrative body to be void or not enforceable for any reason, it is the agreed upon intent of the parties hereto that all other provisions or terms of the Agreement shall remain in full force and effect and that the Agreement shall be enforceable as if such void or unenforceable provision or term had never been included herein. |
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14. | Every designation, election, revocation or notice authorized or required hereunder shall be deemed delivered to Timken: (a) on the date it is personally delivered to Timken offices at 1835 Dueber Avenue, S.W., Canton, OH 44706-0927 or (b) three business days after it is sent by registered or certified mail, postage prepaid, addressed to Timken at the offices indicated above. Every designation, election, revocation or notice authorized or required hereunder which is to be delivered to the Employee or a beneficiary shall be deemed delivered to the Employee or beneficiary: (a) on the date it is personally delivered to such individual (either physically or through interactive electronic communication), or (b) three business days after it is sent by registered or certified mail, postage prepaid, addressed to such individual at the last address shown for him on Timken records. Any notice required hereunder may be waived by the person entitled thereto. | |
15. | In the event the Employee or the Employees Spouse is declared incompetent and a guardian, conservator or other person is appointed and legally charged with the care of the person or the persons estate, the payments under this Agreement to which the Employee or the Employees Spouse is entitled shall be paid to such guardian, conservator or other person legally charged with the care of the person or the estate. Except as provided hereinabove, when Timken, in its sole discretion, determines that the Employee or the Employees Spouse is unable to manage his financial affairs, Timken may make distribution(s) of the amounts payable to the Employee or the Employees Spouse to any one or more of the spouse, lineal ascendants or descendants or other closest living relatives of the Employee or the Employees Spouse who demonstrate to the satisfaction of Timken the propriety of making such distribution(s). Any payment so made shall be made at the same time and in the same form as such benefit would be made to the Employee and shall be in complete discharge of any liability under this Agreement for such payment. Timken shall not be required to see to the application of any such distribution made under this Section 15. | |
16. | This Agreement shall be subject to and construed under the laws of the State of Ohio. |
THE TIMKEN COMPANY | ||||||
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THE TIMKEN COMPANY
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1. | Rights of Grantee . The Common Shares subject to this grant shall be fully paid and nonassessable and shall be represented by a certificate or certificates registered in Grantees name and endorsed with an appropriate legend referring to the restrictions hereinafter set forth. Grantee shall have all the rights of a shareholder with respect to such shares, including the right to vote the shares and receive all dividends paid thereon, provided that such shares, and any additional shares that Grantee may become entitled to receive by virtue of a share dividend, a merger or reorganization in which the Company is the surviving corporation or any other change in the capital structure of the Company, shall be subject to the restrictions hereinafter set forth. | ||
2. | Restrictions on Transfer of Common Shares . The Common Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Common Shares have become nonforfeitable in accordance with Sections 3 and 4 hereof; provided , however , that Grantees rights with respect to such Common Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer in violation of the provisions of this Section 2 shall be null and void, and the purported transferee shall obtain no rights with respect to such shares. | ||
3. | Vesting of Common Shares . |
(a) | Normal Vesting : Subject to the terms and conditions of Sections 4 and 5 hereof, Grantees right to receive the Common Shares covered by this Agreement shall become nonforfeitable (a) if, for the calendar year in which the Date of Grant occurs, the Company achieves the Management Objective approved by the Committee on the Date of the Grant with respect to the Common Shares (the Threshold Requirement), and (b) to the extent of one-quarter (1/4) of the Common Shares covered by this Agreement after Grantee shall have been in the continuous employ of the Company or a subsidiary for one full year from the Date of Grant and to the extent of an additional one-quarter (1/4) thereof after each of the next three successive years during which Grantee shall have been in the continuous employ of the Company or a subsidiary. If the Company fails to achieve the Threshold Requirement, the grant of the Common Shares shall be cancelled. For purposes of this Agreement, subsidiary shall mean a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest. For purposes of this Agreement, the continuous employment of Grantee with the Company or a subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or a subsidiary, by reason of the transfer of his employment among the Company and its subsidiaries. | ||
(b) | Vesting Upon Retirement with Consent : If Grantee should retire with or without consent prior to the Company having attained the Threshold Requirement, then all Common Shares covered by this Agreement shall be cancelled. If, on the other hand, Grantee should retiree with the Companys consent after the Threshold Requirement has been met, but before the fourth anniversary of the Date of Grant, then Grantees right to receive the Common Shares covered by this Agreement shall become nonforfeitable in accordance with the terms and conditions of Section 3(a) as if Grantee had remained in the continuous employ of the Company or a subsidiary from the Date of Grant until the date of the fourth anniversary or the occurrence of an event referenced in Section 4, whichever occurs first. |
4. | Accelerated Vesting of Common Shares . Notwithstanding the provisions of Section 3 hereof, Grantees right to receive the Common Shares covered by this Agreement, which have not been cancelled due to the Companys failure to meet the Threshold Requirement, may become nonforfeitable earlier than the time provided in such section if any of the following circumstances apply: |
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(a) | Death or Disability : Grantees right to receive the Common Shares covered by this Agreement, if not cancelled for failure to achieve the Threshold Requirement, shall become nonforfeitable if Grantee should die or become permanently disabled while in the employ of the Company or any subsidiary. For purposes of this Agreement, permanently disabled shall mean that Grantee has qualified for long-term disability benefits under a disability plan or program of the Company or, in the absence of a disability plan or program of the Company, under a government-sponsored disability program. | ||
(b) | Change in Control : Grantees right to receive the Common Shares covered by this Agreement, if not cancelled for failure to achieve the Threshold Requirement prior to the change of control, shall become nonforfeitable upon any change in control of the Company that shall occur while Grantee is an employee of the Company or a subsidiary. For the purposes of this Agreement, the term change in control shall mean the occurrence of any of the following events: |
(i) | The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a Person) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 30% or more of either: (A) the then-outstanding Common Shares or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (Voting Shares); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a change in control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary, or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (i) of this Section 4(b); or | ||
(ii) | Individuals who, as of the date hereof, constitute the Board (the Incumbent Board) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Companys shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial |
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assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Securities Exchange Act of 1934) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or | |||
(iii) | Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a Business Combination), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Common Shares and Voting Shares immediately prior to such Business Combination beneficially own, directly or indirectly, more than 66-2/3% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Companys assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to such Business Combination, of the Common Shares and Voting Shares of the Company, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or | ||
(iv) | Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. |
(c) | Divestiture : Grantees right to receive the Common Shares covered by this Agreement, if not cancelled for failure to achieve the Threshold Requirement, shall become nonforfeitable if Grantees employment with the Company or a subsidiary terminates as the result of a divestiture. For |
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the purposes of this Agreement, the term divestiture shall mean a permanent disposition to a Person other than the Company or any subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantees services whether such disposition is effected by means of a sale of assets, a sale of subsidiary stock or otherwise. | |||
(d) | Layoff : If (i) Grantees employment with the Company or a subsidiary terminates as the result of a layoff and (ii) Grantee is entitled to receive severance pay pursuant to the terms of any severance pay plan of the Company in effect at the time of Grantees termination of employment that provides for severance pay calculated by multiplying Grantees base compensation by a specified severance period, then the Common Shares shall become nonforfeitable, if not cancelled for failure to achieve the Threshold Requirement, with respect to the total number of Common Shares that would have been exercisable under the provisions of Section 3 hereof if Grantee had remained in the employ of the Company through the end of the severance period. |
5. | Forfeiture of Awards . In the event the Company fails to achieve the Threshold Requirement, the grant of the Common Shares hereunder shall be cancelled immediately and Grantee shall have no further rights under this Agreement. Further, Grantees right to receive the Common Shares covered by this Agreement that are then forfeitable shall be forfeited automatically and without further notice on the date that Grantee ceases to be an employee of the Company or a subsidiary prior to the fourth anniversary of the Date of Grant for any reason other than as described in Sections 3 or 4. If Grantee shall intentionally commit an act that the Committee determines to be materially adverse to the interests of the Company or a subsidiary, Grantees right to receive the Common Shares covered by this Agreement shall be forfeited at the time of that determination notwithstanding any other provision of this Agreement. | ||
6. | Retention of Certificates . During the period in which the restrictions on transfer and risk of forfeiture provided in Sections 2 and 5 above are in effect, the certificates representing the Common Shares covered by this grant shall be retained by the Company, together with the accompanying stock power signed by Grantee and endorsed in blank. | ||
7. | Compliance with Law . The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be |
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obligated to issue any of the Common Shares covered by this Agreement if the issuance thereof would result in violation of any such law. To the extent that the Ohio Securities Act shall be applicable to this Agreement, the Company shall not be obligated to issue any of the Common Shares or other securities covered by this Agreement unless such Common Shares are (a) exempt from registration thereunder, (b) the subject of a transaction that is exempt from compliance therewith, (c) registered by description or qualification thereunder or (d) the subject of a transaction that shall have been registered by description thereunder. | |||
8. | Adjustments . The Committee shall make any adjustments in the number or kind of shares of stock or other securities covered by this Agreement that the Committee may determine to be equitably required to prevent any dilution or expansion of Grantees rights under this Agreement that otherwise would result from any (a) stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, separation, reorganization or partial or complete liquidation involving the Company or (c) other transaction or event having an effect similar to any of those referred to in Section 8(a) or 8(b) hereof. Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence shall occur, the Committee may provide in substitution of any or all of Grantees rights under this Agreement such alternative consideration as the Committee may determine in good faith to be equitable under the circumstances. | ||
9. | Withholding Taxes . To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any benefit received (including income recognized) in connection with this Agreement, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the realization of such benefit that Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. The Grantee may elect that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of such benefit. If such election is made, the shares so retained shall be credited against such withholding requirement at the Market Price per Common Share on the date the shares are retained or relinquished. In no event, however, shall the Company accept Common Shares for payment of taxes in excess of required tax withholding rates, except that, unless otherwise determined by the Committee at any time, Grantee may surrender Common Shares owned for more than 6 months to satisfy any tax obligations resulting from any such transaction. | ||
10. | Right to Terminate Employment . No provision of this Agreement shall limit in any way whatsoever any right that the Company or a subsidiary may otherwise have to terminate the employment of Grantee at any time. |
11. | Relation to Other Benefits . Any economic or other benefit to Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a subsidiary and |
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shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a subsidiary. | |||
12. | Amendments . Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of Grantee with respect to the Common Shares or other securities covered by this Agreement without Grantees consent. | ||
13. | Severability . In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. | ||
14. | Governing Law . This agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Ohio. | ||
15. | Relation to Plan . This agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. |
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The Timken Company
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THE TIMKEN COMPANY
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Three Months Ended | Twelve Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Income from continuing operations before tax
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$ | (42,533 | ) | $ | 68,245 | $ | 425,596 | $ | 282,257 | |||||||
Share of undistributed losses from
50%-or-less-owned affiliates, excluding
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194 | 213 | (1,418 | ) | 1,320 | |||||||||||
Amortization of capitalized interest
|
476 | 419 | 1,839 | 1,406 | ||||||||||||
Interest expense
|
11,169 | 12,262 | 44,934 | 42,684 | ||||||||||||
Interest portion of rental expense
|
3,499 | 3,211 | 9,006 | 7,854 | ||||||||||||
|
||||||||||||||||
|
||||||||||||||||
Earnings
|
$ | (27,195 | ) | $ | 84,350 | $ | 479,957 | $ | 335,521 | |||||||
|
||||||||||||||||
|
||||||||||||||||
Interest
|
$ | 11,767 | $ | 13,157 | $ | 47,888 | $ | 48,384 | ||||||||
Interest portion of rental expense
|
3,499 | 3,211 | 9,006 | 7,854 | ||||||||||||
Interest expense relating to guaranteed
debt of 50%-or-less-owned affiliates
|
| | | | ||||||||||||
|
||||||||||||||||
|
||||||||||||||||
Fixed Charges
|
$ | 15,266 | $ | 16,368 | $ | 56,894 | $ | 56,238 | ||||||||
|
||||||||||||||||
|
||||||||||||||||
Ratio of Earnings to Fixed Charges
|
(1.78 | ) | 5.15 | 8.44 | 5.97 | |||||||||||
|
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
|
Victoria, Australia | 100 | % | |||
Timken do Brasil Comercio e Industria, Ltda.
|
Sao Paulo, 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 | % | |||
MPB Export Corporation
|
Delaware | 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 | 74 | % | |||
Timken Canada GP Inc.
|
Canada | 100 | % | |||
Timken Canada LP
|
Canada | 100 | % | |||
Timken Rail Service Company
|
Russia | 100 | % | |||
Timken Receivables Corporation
|
Delaware | 100 | % | |||
Timken Romania S.A.
|
Romania | 100 | % | |||
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 Scandinavia AB
|
Sweden | 100 | % | |||
Timken (Shanghai) Distribution & Sales Co., Ltd.
|
China | 100 | % | |||
Timken Benelux, SA
|
Belgium | 100 | % | |||
Timken Ceska Republika S.R.O.
|
Czech Republic | 100 | % | |||
Timken France SAS
|
France | 100 | % | |||
Timken Industries SAS
|
France | 100 | % | |||
Timken GmbH
|
Germany | 100 | % | |||
Timken IRB SA
|
Spain | 100 | % | |||
Timken Coventry Limited
|
England | 100 | % | |||
Timken Luxembourg Holdings SARL
|
Luxembourg | 100 | % | |||
Timken Canada Holdings ULC
|
Canada | 100 | % | |||
Timken Holdings, LLC
|
Delaware | 100 | % | |||
Timken SH Holdings ULC
|
Canada | 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 | % | |||
ICSA Industria Cuscinetti SpA
|
Italy | 100 | % | |||
Timken Australia Holdings ULC
|
Nova Scotia | 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 Europe (2) B.V.
|
Netherlands | 100 | % | |||
Timken Global Treasury SARL
|
Luxembourg | 100 | % | |||
Timken LLC
|
Ohio | 100 | % | |||
Timken US LLC
|
Delaware | 100 | % |
Registration | Filing | |||
Number | Description of Registration Statement | Date | ||
333-17503 |
The Timken Company Dividend Reinvestment Plan Form S-3
|
December 9, 1996 | ||
|
||||
333-41155 |
OH&R Investment Plan Form S-8
|
November 26, 1997 | ||
|
||||
333-43847 |
The Timken Company International Stock Ownership Plan -
Form S-8
|
January 7, 1998 | ||
|
||||
333-45891 |
$300,000,000 Medium-Term Notes, Series A Amendment
No. 4 to Form S-3
|
April 23, 1998 | ||
|
||||
333-100731 |
11,000,000 shares of Timken Company Common Stock;
$250,000,000 in Senior Notes Form S-3
|
February 11, 2003 | ||
|
||||
333-103753 |
The Timken Company Savings and Stock Investment Plan
for Torrington Non-Bargaining Associates Form S-8
|
March 11, 2003 | ||
|
||||
333-103754 |
The Timken Company Savings Plan for Torrington
Bargaining Associates
Form S-8 |
March 11, 2003 | ||
|
||||
333-105333 |
The Timken Share Incentive Plan Form S-8
|
May 16, 2003 | ||
|
||||
333-108840 |
The Hourly Pension Investment Plan Form S-8
|
September 16, 2003 | ||
|
||||
333-108841 |
Voluntary Investment Program for Hourly Employees of
Latrobe Steel Company Form S-8
|
September 16, 2003 | ||
|
||||
333-113390 |
The Voluntary Investment Pension Plan for Hourly
Employees of The Timken Company Form S-8
|
March 8, 2004 | ||
|
||||
333-113391 |
The Timken Company Latrobe Steel Company Savings and
Investment Pension Plan Form S-8
|
March 8, 2004 | ||
|
Registration
Filing
Number
Description of Registration Statement
Date
333-141067
March 5, 2007
333-141068
March 5, 2007
333-150846
May 12, 2008
333-150847
May 12, 2008
/s/ Ernst & Young LLP
February 23, 2009
/s/ Phillip R. Cox
|
/s/ J. Ted Mihaila
|
|||
|
(Principal Accounting Officer) | |||
|
||||
/s/ Glenn A. Eisenberg
|
/s/ Joseph W. Ralston | |||
|
||||
Glenn A. Eisenberg
|
Joseph W. Ralston | |||
(Principal Financial Officer)
|
||||
|
||||
/s/ James W. Griffith
|
/s/ John P. Reilly | |||
|
||||
James W. Griffith
|
John P. Reilly | |||
(Principal Executive Officer)
|
||||
|
||||
/s/ Jerry J. Jasinowski
|
/s/ Frank C. Sullivan | |||
|
||||
Jerry J. Jasinowski
|
Frank C. Sullivan | |||
|
||||
/s/ John A. Luke, Jr.
|
/s/ John M. Timken, Jr. | |||
|
||||
John A. Luke, Jr.
|
John M. Timken, Jr. | |||
|
||||
/s/ Robert W. Mahoney
|
/s/ Ward J. Timken | |||
|
||||
Robert W. Mahoney
|
Ward J. Timken |
/s/ Ward J. Timken, Jr.
|
||||
|
||||
/s/ Joseph F. Toot, Jr.
|
||||
|
||||
/s/ Jacqueline F. Woods
|
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)
|
(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. |
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)
|