Edgar Filing: TIMKEN CO

AMENDMENT NO. 4 TO FORM S-3

As filed with the Securities and Exchange Commission on February 6, 2003

Registration Statement No. 333-100731

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

Amendment No. 4

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

The Timken Company

(Exact Name of Registrant as Specified in its Charter)


Ohio		34-0577130
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

The Timken Company

1835 Dueber Avenue, S.W.

Canton, Ohio 44706-2798

(330) 438-3000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Scott A. Scherff

Corporate Secretary and Assistant General Counsel

The Timken Company

1835 Dueber Avenue, S.W.

Canton, Ohio 44706-2798

(330) 438-3000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies To:

Christopher M. Kelly

Jones Day

901 Lakeside Avenue

Cleveland, Ohio 44114

(216) 586-3939

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 4 to the Registration Statement on Form S-3 contains a prospectus supplement, which, together with the prospectus contained herein, will be utilized in connection with offers and sales of senior unsecured notes registered under this Registration Statement. The prospectus supplement which, together with the prospectus contained herein, will be utilized in connection with offers and sales of common stock registered under this Registration Statement was previously filed.

The information in this prospectus supplement is not complete and may be changed. We may not sell these securities until the related registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus supplement and the accompanying prospectus are not offers to sell these securities, and we are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.

TABLE OF CONTENTS


WHERE YOU CAN FIND MORE INFORMATION
PROSPECTUS SUPPLEMENT SUMMARY
Recent Financial Information
RISK FACTORS
USE OF PROCEEDS
CAPITALIZATION
UNAUDITED PRO FORMA FINANCIAL INFORMATION
SELECTED HISTORICAL FINANCIAL INFORMATION OF TIMKEN
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
DESCRIPTION OF THE NOTES
DESCRIPTION OF THE TORRINGTON PURCHASE AGREEMENT AND RELATED AGREEMENTS
DESCRIPTION OF CERTAIN INDEBTEDNESS
LEGAL MATTERS
EXPERTS
ABOUT THIS PROSPECTUS
WHERE YOU CAN FIND MORE INFORMATION
NOTE REGARDING FORWARD-LOOKING STATEMENTS
THE TIMKEN COMPANY
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
DIVIDEND POLICY
DESCRIPTION OF OUR CAPITAL STOCK
DESCRIPTION OF THE DEBT SECURITIES
DESCRIPTION OF WARRANTS
DESCRIPTION OF DEPOSITARY SHARES
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE OR EQUITY UNITS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
SIGNATURES
EXHIBIT INDEX
FORM OF INDENTURE
FORM OF NOTES DUE
CONSENT OF ERNST & YOUNG LLP
CONSENT OF PRICEWATERHOUSECOOPERS LLP
CONSENT OF JOSEPH W. RALSTON

Subject to Completion

Preliminary Prospectus Supplement dated February 6, 2003

PROSPECTUS SUPPLEMENT

(To prospectus dated , 2003)

$ ,000,000

(TIMKEN LOGO)

The Timken Company

% Notes due 20

The notes will bear interest at the rate of % per year. The notes will mature on . We will pay interest on the notes on and of each year. The first interest payment will be made on , 2003. We will issue the notes in minimum denominations of $1,000 and integral multiples of $1,000.

We have the option to redeem some or all of the notes at any time and from time to time, subject to the payment of a make-whole premium described in this prospectus supplement under the heading “Description of the Notes — Optional Redemption.”

The notes will be our unsecured obligations and will rank equally with all of our other existing and future unsecured and unsubordinated indebtedness, but will be effectively junior to any secured indebtedness which we may incur in the future. The notes will not be the obligation of any of our subsidiaries. For a more detailed description of the notes, see “Description of the Notes” in this prospectus supplement.

We will use the net proceeds from this offering to finance a portion of the cost of acquiring the Engineered Solutions business of Ingersoll-Rand Company Limited. Concurrently with this offering of the notes, we are offering, by means of a separate prospectus supplement, 11 million shares of our common stock to finance a portion of the acquisition mentioned above. We refer you to “Prospectus Supplement Summary — Concurrent Offering of Our Common Stock” in this prospectus supplement. This offering is conditioned on the closing of both the acquisition referred to above and the concurrent offering of our common stock.

Investing in the notes involves risks. See “Risk Factors” beginning on page S-20 of this prospectus supplement.


	Per Note		Total

Public offering price		%	$
Underwriting discounts and commissions		%	$
Proceeds to Timken, before expenses		%	$

The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from , 2003 and must be paid by the purchaser if the notes are delivered after , 2003.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company, Clearstream, Luxembourg or the Euroclear System against payment in New York, New York on , 2003.

Joint Book-Running Managers

Banc of America Securities LLC

Merrill Lynch & Co.

Morgan Stanley

Banc One Capital Markets, Inc.

HSBC

McDonald Investments Inc.


BNY Capital Markets, Inc.	Banca IMI	SG Cowen	SunTrust Robinson Humphrey

The date of this prospectus supplement is , 2003.

TABLE OF CONTENTS

Prospectus Supplement


	Page

Where You Can Find More Information		S-4
Prospectus Supplement Summary		S-5
Risk Factors		S-20
Use of Proceeds		S-29
Capitalization		S-30
Unaudited Pro Forma Financial Information		S-31
Selected Historical Financial Information of Timken		S-40
Management’s Discussion and Analysis of Financial Condition and Results of Operations		S-42
Business		S-56
Management		S-71
Description of the Notes		S-75
Description of the Torrington Purchase Agreement and Related Agreements		S-82
Description of Certain Indebtedness		S-89
Underwriting		S-97
Legal Matters		S-99
Experts		S-99
Index to Financial Statements		F-1

Prospectus


	Page

About This Prospectus		2
Where You Can Find More Information		3
Note Regarding Forward-Looking Statements		4
The Timken Company		5
Use of Proceeds		6
Ratio of Earnings To Fixed Charges		7
Dividend Policy		8
Description of Our Capital Stock		9
Description of the Debt Securities		12
Description of Warrants		19
Description of Depositary Shares		21
Description of Stock Purchase Contracts and Stock Purchase or Equity Units		24
Plan of Distribution		25
Legal Matters		27
Experts		27

We have not authorized anyone to provide you with any information other than the information contained, incorporated or deemed incorporated by reference in this prospectus supplement and the accompanying prospectus. This document may only be used where it is legal to sell the notes.

This prospectus supplement is part of, and you should read it in conjunction with, the accompanying prospectus. Unless the context otherwise requires, references in this prospectus supplement to “Timken,” “we,” “us” and “our” and similar references refer to The Timken Company, an Ohio corporation, and its consolidated subsidiaries.

We expect that delivery of the notes we are offering by this prospectus supplement will be made against payment on or about the closing date specified on the cover page, which will be the second business day following the date of this prospectus supplement, which we refer to as T+2. Under Rule 15c6-1 adopted by the SEC under the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise.

This prospectus supplement contains some of our trademarks and trademarks of The Torrington Company or its affiliates. Each trademark, trade name or service mark of any other company appearing in this prospectus supplement belongs to its respective holder.

Market and industry data used throughout this prospectus supplement, including information relating to market share and trends, is based on our good faith estimates. These estimates were based on our review of internal surveys, independent industry publications and other publicly available information. Although we believe these sources are reliable, we have not independently verified this information.

S-3

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the reporting requirements of the Securities Exchange Act of 1934 and, in accordance with these requirements, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Reports, proxy statements and other information filed by us can be inspected at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Copies of these materials can also be obtained from the Public Reference Section of the SEC at the address mentioned above at prescribed rates.

The SEC also maintains a website that contains reports, proxy and information statements and other information regarding companies like us that file electronically with the SEC. The address of the SEC’s website is www.sec.gov. Reports, proxy statements and other information concerning our business may also be inspected at the offices of the New York Stock Exchange, on which our common stock is listed, at 20 Broad Street, New York, New York 10005. This information may also be obtained from us as described below.

The SEC allows us to “incorporate by reference” the information we file with it into this prospectus supplement and the accompanying prospectus, which means that we can disclose important information to you by referring you to those documents, and those documents will be considered part of this prospectus supplement and the accompanying prospectus. Information that we file later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference in this prospectus supplement and the accompanying prospectus each of the documents listed below and any future filings that we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (Commission File No. 1-1169) (1) after the date of the filing of the registration statement of which this prospectus supplement is a part and prior to its effectiveness and (2) until this offering has been completed:


	•	Our Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

	•	Those portions of our Annual Proxy Statement dated February 20, 2002 that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

	•	Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002.

	•	Our Current Reports on Form 8-K filed with the SEC on January 22, 2002, February 19, 2002, February 22, 2002, March 20, 2002, April 8, 2002, April 15, 2002, April 16, 2002, May 20, 2002, June 17, 2002, July 17, 2002, July 19, 2002, August 7, 2002, August 15, 2002, September 23, 2002, October 16, 2002, October 17, 2002, October 18, 2002, November 19, 2002, December 24, 2002 and January 22, 2003.

We will provide you at no charge, upon request, with a copy of these filings, or any or all of the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless the exhibits are specifically incorporated by reference into those documents or specifically referred to in this prospectus supplement or the accompanying prospectus. Requests should be directed to:

The Timken Company

1835 Dueber Avenue, S.W.

Canton, Ohio 44706-2798

Attention: Corporate Secretary

(330) 438-3000

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights basic information about us, the Torrington acquisition described below and the notes that we are offering. You should carefully read this entire prospectus supplement, along with the accompanying prospectus, including the financial data and other information included and incorporated by reference, before making an investment decision.

The Timken Company

We are a leading global manufacturer of highly engineered bearings, alloy and specialty steel and related components. We are the world’s largest manufacturer of tapered roller bearings and alloy seamless mechanical steel tubing and the largest North American-based bearings manufacturer. We have facilities in 27 countries on six continents, and we employed approximately 18,000 people as of December 31, 2002.

We had net sales of $2.5 billion, $2.6 billion and $2.4 billion for the years ended December 31, 1999, 2000 and 2001 and $1.9 billion for the nine months ended September 30, 2002. We reported income (loss) before cumulative effect of change in accounting principle of $62.6 million, $45.9 million and ($41.7 million) for the years ended December 31, 1999, 2000 and 2001 and $15.0 million for the nine months ended September 30, 2002. We manufacture two basic product lines: anti-friction bearings and steel products, and we report our business in three segments: automotive bearings, industrial bearings and steel. Automotive bearings, industrial bearings and steel represented 31%, 36% and 33%, respectively, of our net sales for the year ended December 31, 2001 and 33%, 35% and 32%, respectively, of our net sales for the nine months ended September 30, 2002.

In the bearing industry, we are best known for our principal product, the tapered roller bearing, which was originally patented in 1898 by our founder, Henry Timken. Our tapered roller bearings are used in a wide variety of products and applications, including passenger cars, trucks, aircraft wheels, locomotives and railroad cars and equipment for agriculture, construction, mining, pulp and paper processing, power generation, metal processing and metal mills. We also produce high-quality spherical and cylindrical roller bearings for large gear drives, rolling mills and other process industry and infrastructure development applications. In addition, our aerospace and super precision facilities produce high-performance ball and cylindrical bearings for ultra high-speed and high-accuracy applications. These types of bearings are used in aircraft and helicopter engines, gear boxes, transmissions, flight and fuel controls, missile guidance systems, dental handpieces, robotic equipment and semiconductor manufacturing equipment. A small part of our business involves providing bearing reconditioning services for industrial and railroad customers, both internationally and domestically.

Our steel products include steels of intermediate alloy, low alloy and carbon grades. We also make vacuum processed specialty steels. Our steel products are available in a wide range of solid and tubular sections with a variety of lengths and finishes. We sell our steel products, including semi-finished and finished precision steel components, to other anti-friction bearing companies and to companies in the automotive, tooling, aerospace, forging and oil and gas drilling industries, and to steel service centers. For the year ended December 31, 2001, approximately 15% of our steel production was consumed in our bearings operations.

Maintaining high standards of product quality and reliability while keeping production costs competitive is essential to our ability to compete with domestic and international manufacturers in both the anti-friction bearing and steel businesses. Beginning in the second quarter of 2001, we undertook an aggressive transformation of our manufacturing operations, which we refer to as our strategic manufacturing initiative, to allow us to more profitably execute our business strategies described below. The principal objectives of our strategic manufacturing initiative, attained primarily through internal cost cutting and reorganization, are creating focused factories for each product line or component; reducing our fixed costs; increasing production at our lowest cost plants; and implementing a more efficient, higher quality manufacturing process through a program we call Lean Six Sigma. As of December 31, 2002, we had achieved an estimated annualized rate of pre-tax savings of approximately $80 million from our

S-5

strategic manufacturing initiative, and we expect to increase this savings rate to approximately $120 million by the end of 2004. See “Business — Overview — Strategic Manufacturing Initiative.”

The Torrington Acquisition

On October 16, 2002, we entered into a stock and asset purchase agreement, which we refer to as the purchase agreement, with Ingersoll-Rand Company Limited, which we refer to as Ingersoll-Rand, to acquire its Engineered Solutions business, including certain of its joint venture interests, operating assets and subsidiaries, including The Torrington Company. We refer to the business to be acquired as Torrington and to the acquisition as the Torrington acquisition. We will pay Ingersoll-Rand $700 million in cash, subject to adjustment, and approximately $140 million in shares of our common stock for Torrington, a leading worldwide producer of needle roller, heavy-duty roller and ball bearings and motion control components and assemblies. Upon completion of the Torrington acquisition, we will have global leadership positions in the needle and tapered roller bearing and alloy steel industries. The closing of this offering is contingent upon the closing of the Torrington acquisition. See “Risk Factors — Risks Related to the Torrington Acquisition” and “Description of the Torrington Purchase Agreement and Related Agreements” in this prospectus supplement.

Torrington

Torrington has been a leader in the bearing industry for over 100 years and is a leading manufacturer of needle roller bearings. It produces a wide range of bearings sold under a number of brand names, including Torrington needle roller bearings, Torrington heavy-duty roller bearings, Nadella precision needle roller bearings and linear motion solutions and Fafnir ball bearings and housed units. Torrington also produces a variety of precision motion control components and assemblies, such as steering shaft assemblies and steering column shafts. Torrington sells its products directly or through authorized distributors to automotive and industrial manufacturers, as well as to aftermarket users throughout the world. In recent years, Torrington has expanded its worldwide business through a series of acquisitions and joint ventures in France, Germany, China and India.

Torrington had net sales of $1.1 billion for the year ended December 31, 2001 and $912.4 million for the nine months ended September 30, 2002, employs approximately 10,500 people and operates 27 plants throughout the world. Torrington has two business divisions: automotive engineered solutions and industrial engineered solutions. Torrington’s 2001 net sales were about evenly split between its two divisions.

The Torrington automotive business manufactures a variety of products, including roller and needle bearings and other components used in an automobile’s transmission, chassis, steering column and engine. Many of these products, such as column locks and rotary tilt products for steering columns, are highly engineered with precision technology, and are specially designed through collaborative efforts between Torrington and its customers. These products are primarily sold to original equipment manufacturers, or OEMs, including large automobile manufacturers, and their principal suppliers. We believe that Torrington has created a high degree of customer loyalty as a result of this collaborative process and customization.

The Torrington industrial business produces a broad range of products, including roller bearings, needle bearings, wider inner ring ball bearings and housed units, radial ball bearings, super precision ball bearings, airframe control bearings, precision machined bearings and precision components and assemblies. These products are sold to OEMs, as well as through a global aftermarket network.

Strategic Benefits of the Torrington Acquisition

We expect to realize a number of strategic and competitive benefits as a result of the Torrington acquisition, including the following:


	•	Expanding our global presence and market share. The Torrington acquisition will combine our global leadership position in tapered roller bearings with Torrington’s leadership position in needle roller bearings. We expect the Torrington acquisition to provide us with opportunities to expand our

S-6


		geographic presence and enhance our industry coverage through increased scale and a stronger international distribution network, particularly in Europe and Asia. We expect this expanded global reach to enable us to compete more effectively with established worldwide firms and regional competitors, although we will also become more susceptible to the risks associated with international operations. Nevertheless, we believe that with Torrington, our combined global presence and enhanced product lines will better position us to capitalize on the trend among customers toward consolidating suppliers of their bearings and steel products.

	•	Strengthening our core automotive business with a complementary product offering. We expect the Torrington acquisition to enhance our ability to produce a broader range of products for use in the automotive powertrain. The powertrain is the area of the vehicle that includes the engine and the driveline (primarily the transmission and axle) and uses both bearings and precision engineered solutions. We believe Torrington’s highly engineered, value-added powertrain product portfolio complements our existing wheel hub (the technology used in automotive wheel-ends) portfolio and driveline solutions, will enable us to offer greater system design capability and will provide us with a broader product offering to better serve our customers. We expect future design change and growth in both the powertrain and wheel hub areas.

	•	Broadening our industrial product portfolio. We expect the Torrington acquisition to strengthen our existing industrial business by broadening our product base and increasing our cross-selling opportunities, resulting in an increase in the penetration of our products into a broader installed base. In order to capitalize on these opportunities, we may have to overcome difficulties and incur costs in connection with retraining our skilled engineers and sales personnel, coordinating geographically diverse organizations and retooling and reprogramming our equipment and information technology systems. Ultimately, we believe the Torrington acquisition will enable us to achieve economies of scale with our customers and improve our service capabilities, providing us with more opportunities to become a preferred supplier to our customers. We believe the Torrington acquisition will expand our presence in the industrial service and aftermarket businesses and will enhance our position as a leading supplier of bearings and related products to the industrial aftermarket worldwide.

	•	Increasing cost savings and manufacturing efficiencies. We intend to integrate Torrington into our operations by combining Torrington’s automotive engineered solutions business with our automotive bearings segment and Torrington’s industrial engineered solutions business with our industrial bearings segment. We believe we can generate incremental cost savings throughout the combined company, by realizing economies of scale, rationalizing facilities to consolidate manufacturing operations, combining engineering and technology efforts and eliminating duplicative distribution and back office systems. In connection with the Torrington acquisition, we believe we can achieve estimated pre-tax savings of approximately $80 million by the end of 2005 before implementation costs, including estimated pre-tax savings of approximately $20 million by the end of the first year following the acquisition. These savings are in addition to the savings described above relating to our strategic manufacturing initiative. We may not, however, be able to realize the anticipated cost savings or other benefits from the integration of Torrington, either in the amount or the time frame we currently expect, and the costs of achieving these benefits may be higher than we currently expect.

	•	Enhancing our technology innovation platform. We believe that Torrington has one of the most flexible and responsive product development programs in the bearing industry. We expect to leverage the best practices of Torrington’s product development programs across our core bearings technology and to apply our strong research focus across Torrington’s product line. Although we may face initial challenges in consolidating functions and integrating procedures and technologies, we anticipate that ultimately these dual efforts will enable us to develop value-added products and to better meet the needs of our customers.

S-7

Financing of the Torrington Acquisition

We intend to finance the Torrington acquisition and the costs and expenses relating to that acquisition through:



	•	this offering of up to $ million of our senior unsecured notes;



	•	the net proceeds from the concurrent public offering of 11 million shares of our common stock;


	•	the issuance of approximately $140 million worth of shares of our common stock to Ingersoll-Rand in a private placement; and

	•	the incurrence of additional debt, including:



	▪	approximately $188 million of borrowings under our new revolving credit facility, approximately $27 million of which will be used to pay off existing commercial paper obligations; and


	▪	up to $125 million of borrowings under our new accounts receivable facility.

Competitive Strengths

We believe that our core strengths provide us with a competitive advantage that has allowed us to remain consistently at the forefront of our industries. We believe the Torrington acquisition will enhance our competitive strengths, which include:


	•	Being a leading worldwide manufacturer of anti-friction bearings and alloy steel. We are a leading global manufacturer of highly engineered bearings, alloy and specialty steel and related components, with operations on six continents. Over the course of our more than 100-year history, we have become the world’s largest manufacturer of tapered roller bearings and alloy seamless mechanical steel tubing. Torrington is a leading manufacturer of needle roller, heavy-duty roller and ball bearings and motion control components and assemblies. With the acquisition of Torrington, we will have global leadership positions in the needle and tapered roller bearing and alloy steel industries. Maintaining this leading position in the global markets for bearings and steel will depend on the success of our operating plans, including our ability to achieve fully the benefits of our strategic manufacturing initiative and successfully integrate Torrington into our operations.

	•	A comprehensive product offering with leading brands. We offer a broad array of products and services in the industries in which we operate. Many of our and Torrington’s brands have an extensive history within the bearing industry and are well known for their quality, reliability and performance. We believe our brand name recognition and customer awareness help us to capture additional business, as well as to maintain existing customers, particularly as our customers look to reduce their supplier base.

	•	A diverse business mix and customer base. We provide our products and services to a wide range of industries and customers, which reduces our dependence on particular geographic or industry segments. We serve a diverse range of industries, including automotive, construction, aerospace and defense, agriculture, mining, metals, rail, energy, machine tool and general industrial. Many of these industries, however, are cyclical, and our exposure in these areas could negatively impact our business during general economic or industry-specific downturns. Our customers include both OEMs and aftermarket distributors. We expect the Torrington acquisition to complement our existing customer base and enhance our industrial aftermarket sales, allowing us to offset to some extent the cyclicality within the industries we serve.

	•	Global manufacturing capabilities. Our extensive global manufacturing network allows us to provide our products to our worldwide customers efficiently. We continue to focus on lowering our cost structure by creating focused factories for each product line or component, reducing our fixed costs and increasing production at our lowest cost plants. We also continue to implement Lean Six Sigma into our manufacturing and business processes to further improve quality and productivity. We intend to apply these techniques within the combined company to further reduce our overall cost structure. Our ability to reduce costs, however, is dependent on many complex factors, including economic conditions, severance requirements and engineering achievements, as well as our ability to implement changes to our existing operations without disruption.

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	•	An experienced management team. Our executive management team has on average more than 19 years of experience with our company. In addition, our operational management team has substantial materials science expertise and engineering capabilities, which provide them with a distinctive skill set to apply to the bearing industry. As a result of their specialized knowledge, this team has developed strong relationships with, and an intimate understanding of, our customers, as well as the industries we serve.

Business Strategy

Our strategy is to achieve profitable growth by continuing to pursue the following initiatives:


	•	Build on our “customer centric” focus to further partner with customers and diversify our customer base. We work collaboratively with our customers in our research and development efforts to allow us to manufacture products that fit our customers’ individual requirements, cost less and provide improved performance. We intend to continue to work closely with our customers to provide significant product improvements, create differentiated products and distribute our products efficiently. We believe this partnership approach creates significant brand equity, fosters long-term relationships with our customers and positions us to expand our already diverse customer base. For example, by providing integrated products that meet our customers’ needs, we are able to offer our customers higher value-added solutions. Other examples of this partnership approach are the several e-business initiatives we have implemented to better serve our industrial distribution customers and expand our distribution capabilities worldwide.

	•	Leverage our technology and engineering competencies to introduce complementary new products. Since 1999, we have invested approximately $50 million annually into our research and development efforts to generate new revenue, reduce costs, develop more comprehensive solutions for our customers and enhance our manufacturing efficiency. We plan to continue leveraging our significant research and development investments and engineering expertise to develop highly differentiated and customized products and to produce them more efficiently for our customers.

	•	Continuously improve our manufacturing processes. Through our strategic manufacturing initiative, we have put into place additional training and personnel needed to further drive process improvements, including our Lean Six Sigma effort. Using Lean Six Sigma, we seek to improve our overall manufacturing processes by reducing cycle time, inventory and floor space, which results in higher returns on our invested capital. We also intend to continue to enhance our productivity and reduce costs through process improvements achieved through research and development and changes driven by skilled plant managers.

	•	Expand our international presence. Over the last 10 years, we have opened or acquired new manufacturing and distribution facilities in the United Kingdom, France, Mexico, Singapore, the Netherlands and Italy and expanded our lower cost bearing manufacturing centers in Poland, Romania and China. We have also formed joint ventures in emerging markets such as Brazil and China. These facilities further expand our more than 80-year international presence, improve our overall cost position and enable us to better meet customer demand for local sourcing of products. We seek to continue our strategy of international expansion, including through the Torrington acquisition, which will enable us to further develop our presence in Europe and Asia and provide additional opportunities for us to benefit from globalization.

We are incorporated in the State of Ohio. Our principal executive offices are located at 1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798. Our telephone number is (330) 438-3000.

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Recent Financial Information

The Timken Company

On January 22, 2003, we announced our earnings for the year ended December 31, 2002. The following table presents important financial results for 2001 and 2002. We derived the financial results for 2001 set forth below from our audited financial statements for the year ended December 31, 2001. We derived the financial results for the three months ended December 31, 2001 and 2002 from our unaudited condensed consolidated financial statements incorporated by reference in this prospectus supplement. Our unaudited condensed consolidated financial statements as of and for the year ended December 31, 2002 and the three months ended December 31, 2001 and 2002 include, in our opinion, all adjustments necessary for a fair presentation of the results for each period.



							Three Months Ended
	Year Ended December 31,						December 31,

	2001			2002			2001			2002

				(unaudited)
	(unaudited)
	(in thousands, except per share data)
Statement of Operations Data:
Net sales	$	2,447,178		$	2,550,075		$	573,575		$	644,898
Gross profit		400,720			469,577			80,672			115,372
Impairment and restructuring charges		54,689			32,143			5,284			7,157
Operating (loss) income		(17,652	)		78,568			(11,640	)		15,728
Income (Loss) before cumulative effect of change in accounting principle, as reported		(41,666	)		51,451			1,218			36,466
Cumulative effect of change in accounting principle		—			(12,702	)		—			—
Net income (loss)		(41,666	)		38,749			1,218			36,466
Earnings (loss) per share, as reported⁽¹⁾		(0.69	)		0.63			0.02			0.58
Diluted earnings (loss) per share, as reported⁽²⁾		(0.69	)		0.62			0.02			0.57
Weighted-average shares outstanding		59,948			61,128			59,841			63,347
Diluted weighted-average shares outstanding ⁽³⁾		59,948			61,635			59,955			63,758
Balance Sheet Data (as of end of period):
Cash and cash equivalents	$	33,392		$	82,050		$	33,392		$	82,050
Total assets		2,533,084			2,748,356			2,533,084			2,748,356
Total debt		497,015			461,219			497,015			461,219
Shareholders’ equity		781,735			609,086			781,735			609,086
Other Data:
Net cash provided by operating activities	$	179,871		$	200,199		$	144,348		$	111,143
Net cash used by investing activities		(99,334	)		(73,508	)		(36,332	)		(32,908	)
Net cash used by financing activities		(55,487	)		(80,507	)		(99,755	)		(34,616	)
Depreciation and amortization		152,467			146,535			38,452			35,579


(1)	Basic earnings per share before cumulative effect of change in accounting principle was $(0.69) and $0.84 for the years ended December 31, 2001 and 2002, respectively, and $0.02 and $0.58 for the three months ended December 31, 2001 and 2002, respectively.
(2)	Diluted earnings per share, as reported, is calculated by dividing net income (loss), which includes goodwill amortization in all periods prior to January 1, 2002, by the diluted weighted-average number of shares of common stock outstanding. Diluted earnings per share before cumulative effect of change in accounting principle was $(0.69) and $0.83 for the year ended December 31, 2001 and 2002, respectively, and $0.02 and $0.57 for the three months ended December 31, 2001 and 2002, respectively.
(3)	Computed by adjusting the weighted-average number of shares of common stock outstanding for the dilutive impact of the potential issuance of shares of common stock upon exercise of outstanding stock options.

For the year ended December 31, 2002, we reported sales of $2.6 billion, a 4% increase from 2001. We had income before cumulative effect of change in accounting principle of $51.4 million, or $0.83 per diluted share, in 2002 versus a loss of $41.7 million, or $0.69 per diluted share, in 2001. Including a goodwill impairment write-off of $12.7 million after taxes reflecting the cumulative effect of change in accounting principle, we had net income of $38.7 million, or $0.62 per diluted share, in 2002. Excluding

S-10

the $50.2 million and $29.6 million payments (net of expenses) we received under the U.S. Continued Dumping Subsidy Offset Act, or CDO, in 2002 and 2001, respectively, restructuring and reorganization charges and adjustments for goodwill amortization, net income in 2002 was $53.3 million, or $0.87 per diluted share, versus $0.7 million, or $0.01 per diluted share, in 2001. Net debt at the end of 2002 was $379.2 million, down 18.2% from $463.6 million at the end of 2001.

Net income for the three months ended December 31, 2002 was $36.5 million, or $0.57 per diluted share, versus $1.2 million, or $0.02 per diluted share, in the same period of 2001, when the economy was particularly weak. Net sales were $644.9 million for the three months ended December 31, 2002, 12% above the $573.6 million recorded during the same period in 2001, despite a decline in U.S. industrial production in the fourth quarter of 2002 and a continued sluggish U.S. and global economy. However, strong automotive markets in North America, the impact of our strategic manufacturing initiative and the higher CDO payment improved results in the fourth quarter of 2002. Excluding the CDO payment, restructuring and reorganization charges and adjustments for goodwill amortization, fourth quarter 2002 net income was $12 million, or $0.19 per diluted share, compared to a loss of $11.4 million, or $0.19 per diluted share, during the same period in 2001.

Pension-related factors affected our financial results in 2002. Lower investment performance in 2002, caused by lower stock market returns and a decline in prevailing interest rates, increased our defined benefit pension obligations. This increase, as well as our ongoing practice of managing our funding obligations over time, have led us to determine to prepay a portion of our funding obligations under our pension plans. In 2002, we contributed $106.4 million to our domestic pension plans, $54.5 million of which consisted of shares of our common stock. As a result of a negative 6% return on our domestic pension investments and a reduction in our discount rate from 7.5% to 6.6%, we recorded a $401.6 million equity-related minimum pension liability increase in 2002. This reduced shareholders’ equity by $254.3 million and increased deferred tax assets by $147.3 million. As a result of declines in the financial markets, we are changing our assumption for expected rate of return on plan assets from 9.5% to 8.75% for 2003. We expect that this change, along with the lower discount rate, will result in an increase in 2003 pretax pension expense of approximately $25 million.

For the year ended December 31, 2002, our automotive bearings segment reported net sales of $840.8 million compared to $751.0 million for 2001, our industrial bearings segment reported net sales of $883.5 million compared to $882.3 million for 2001, and our steel segment reported net sales of $981.3 million (including intersegment sales of $155.5 million) compared to $960.4 million (including intersegment sales of $146.5 million) for 2001. For the three months ended December 31, 2002, our automotive bearings segment reported net sales of $210.8 million compared to $185.3 million for the same period in 2001, our industrial bearings segment reported net sales of $225.3 million compared to $204.2 million for the same period in 2001, and our steel business segment reported net sales of $240.7 million (including intersegment sales of $31.8 million) compared to $216.1 million (including intersegment sales of $32.0 million) for the same period in 2001.

S-11

Torrington

On January 23, 2003, Ingersoll-Rand announced earnings for the year ended December 31, 2002, including financial results for Torrington. The following table presents financial results for 2001 and 2002 for Torrington. We derived the financial results for 2001 set forth below from Torrington’s audited combined financial statements for the year ended December 31, 2001. The unaudited combined financial statements for the year ended December 31, 2002 include, in the opinion of Torrington’s management, all adjustments necessary for a fair presentation of the results of operations for the period.



	Year Ended December 31,

	2001			2002

				(unaudited)

	(in thousands)
Statement of Income Data:

Total net sales	$	1,088,712		$	1,215,952
Restructuring charges		19,338			3,040
Allocated Ingersoll-Rand costs		21,812			21,727
Operating income		77,453			110,114
Other income		25,209			37,488
Income before income taxes⁽¹⁾		84,356			131,163
Net earnings		47,819			77,455
Balance Sheet Data (as of end of period):
Total assets	$	1,013,362		$	1,040,857
Total debt		16,414			11,579
Business equity		170,588			223,966
Other Data:
Net cash provided by operating activities	$	103,633		$	140,370
Net cash used in investing activities		(54,391	)		(35,300	)
Net cash used in financing activities		(52,591	)		(97,017	)
EBITDA⁽²⁾		147,034			199,950
Depreciation and amortization		44,372			52,348


(1)	Income before income taxes included approximately $48 million and $68 million (net of expenses) in pre-tax benefits received under the CDO for the years ended December 31, 2001 and 2002, respectively.


(2)	EBITDA is a measurement not calculated in accordance with generally accepted accounting principles in the United States, or GAAP. We define EBITDA as operating income plus other income (expense) plus depreciation and amortization. We do not exclude from operating income for purposes of calculating EBITDA (a) restructuring expenses for the years ended December 31, 2001 and 2002 of $19.3 million and $3.0 million, respectively, and (b) CDO payments (net of expenses and reserves) for the years ended December 31, 2001 and 2002 of $25.3 million and $35.3 million, respectively. We also do not exclude from other income (expense) additional CDO payments for the years ended December 31, 2001 and 2002 of $22.4 million and $32.8 million. The total pre-tax income related to the CDO payment for the years ended December 31, 2001 and 2002 was $47.7 million and $68.1 million, respectively. EBITDA for the years ended December 31, 2001 and 2002 includes $21.8 million and $21.7 million of allocated Ingersoll-Rand costs for services provided to Torrington. We estimate that we would have incurred approximately $7.4 million annually to provide these services to Torrington for the years ended December 31, 2001 and 2002. We do not intend EBITDA to represent cash flows from operations as defined by GAAP, and you should not consider it as an alternative to net income, cash flows from operations or any other item calculated in accordance with GAAP, or as an indication of our operating performance. Our definition of EBITDA

S-12

may not be comparable with EBITDA as defined by other companies. We believe EBITDA is commonly used by financial analysts and others in the bearing and steel industries and thus provides useful information to investors. Our management uses EBITDA as one measure of our leverage capacity and debt servicing ability, and it is shown here with respect to Torrington for comparative purposes. Following is a reconciliation of EBITDA to operating income:



		Year Ended December 31,

		2001		2002

				(unaudited)

		(in thousands)
Operating income		$	77,453	$	110,114
	Other income		25,209		37,488
	Depreciation and amortization		44,372		52,348

EBITDA		$	147,034	$	199,950

S-13

SUMMARY OF THE OFFERING


Issuer		The Timken Company


Securities Offered		$ ,000,000 aggregate principal amount of % notes due 20 .



Interest Payment Dates		and of each year, beginning , 2003.



Maturity Date		, 20 .



Minimum Denominations		$1,000 and integral multiples of $1,000.



Optional Redemption		We may redeem the notes, in whole at any time or in part from time to time, at our option on not less than 30 nor more than 60 days’ notice, subject to the payment of a make-whole premium, as described more fully under “Description of the Notes — Optional Redemption” in this prospectus supplement.


Ranking		The notes:

		• are unsecured;

		• rank equally with all of our existing and future unsecured and unsubordinated indebtedness; and

		• are senior to our future subordinated indebtedness.

		The notes will be exclusively our obligation, and not the obligation of any of our subsidiaries. Our rights and the rights of any holder of the notes (or other of our creditors) to participate in the assets of any subsidiary upon that subsidiary’s liquidation or recapitalization will be subject to the prior claims of the subsidiary’s creditors, except to the extent that we may be a creditor with recognized claims against the subsidiary. In addition, the notes will effectively rank junior in right of payment to any secured indebtedness that we may incur in the future to the extent of the assets securing such indebtedness.

Covenants		The terms of the notes contain covenants for your benefit. These covenants restrict our ability, with certain exceptions, to:

		• incur debt secured by liens; and

		• engage in sale and leaseback transactions.


		See “Description of the Notes — Material Covenants” in this prospectus supplement.


Use of Proceeds		We expect to use the net proceeds from this offering and the concurrent offering of our common stock, together with additional debt financing, to finance the cash consideration to be paid for the Torrington acquisition. The closing of this offering is conditioned on the closing of the Torrington acquisition and the common stock offering. See “Use of Proceeds.”


Further Issues		We may from time to time, without notice to or the consent of the registered holders of the notes, create and issue additional debt securities having the same terms as and ranking equally and ratably with the notes in all respects, as described more fully

S-14



		under “Description of the Notes — Further Issues” in this prospectus supplement.


Form		One or more fully registered global notes in book-entry form.


Delivery and Clearance		We will deposit the global notes with The Depository Trust Company, which we refer to as DTC. You may hold an interest in the global notes through DTC, directly as a DTC participant or indirectly through organizations that are DTC participants.



Risk Factors		You should carefully consider all of the information in this prospectus supplement and the accompanying prospectus. In particular, you should evaluate the information set forth in the section of this prospectus supplement entitled “Risk Factors” beginning on page S-20 of this prospectus supplement before deciding whether to invest in the notes.

Concurrent Offering of Our Common Stock

Concurrently with this offering of the notes, we are offering, by means of a separate prospectus supplement, 11 million shares of our common stock. This offering is conditioned on the closing of both the Torrington acquisition and the common stock offering. As a result, if we are unable to consummate our common stock offering or the Torrington acquisition, we will not consummate this offering. Our common stock offering is not conditioned on the closing of this offering but is conditioned on the closing of the Torrington acquisition.

S-15

SUMMARY HISTORICAL CONSOLIDATED AND PRO FORMA

FINANCIAL INFORMATION OF TIMKEN

We derived the summary historical consolidated financial information as of and for each of the three years ended December 31, 2001 set forth below from our audited consolidated financial statements and the related notes included or incorporated by reference in this prospectus supplement. We derived the financial information as of and for the nine months ended September 30, 2001 and 2002 from our unaudited condensed consolidated financial statements included or incorporated by reference in this prospectus supplement. Our unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2001 and 2002 include, in our opinion, all adjustments necessary for a fair presentation of the results for each period. The historical and pro forma statement of operations data for the nine months ended September 30, 2002 reflects our adoption of Statement of Financial Accounting Standards, or SFAS, No. 142, pursuant to which goodwill is no longer amortized.

The unaudited pro forma financial information as of and for the year ended December 31, 2001 and the nine months ended September 30, 2002 set forth below give effect to the Torrington acquisition, the financing arrangements we expect to enter into for that acquisition, including this offering of an assumed $250 million aggregate principal amount of senior unsecured notes, our concurrent offering of our common stock and borrowings under our new senior credit facility and our new accounts receivable facility, and the application of the estimated net proceeds of those financings as described under “Use of Proceeds,” as if each had occurred on (1) January 1 of the relevant period presented, in the case of the statements of operations and other financial data, and (2) as of the last day of the period presented, in the case of the balance sheet data. See “Unaudited Pro Forma Financial Information” for a complete discussion of the assumptions underlying the summary pro forma financial information below.

You should read the following summary historical consolidated and pro forma financial information in conjunction with (1) our audited consolidated financial statements and related notes, (2) our unaudited consolidated financial statements and related notes, (3) Torrington’s audited and unaudited combined financial statements and related notes, (4) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (5) the section entitled “Unaudited Pro Forma Financial Information,” each included or incorporated by reference in this prospectus supplement.



	Year Ended December 31,												Nine Months Ended September 30,

										Pro Forma									Pro Forma
	1999			2000			2001			2001			2001			2002			2002


	(in thousands, except per share and ratio data)
Statement of Operations Data:
Net sales	$	2,495,034		$	2,643,008		$	2,447,178		$	3,525,266		$	1,873,603		$	1,905,177		$	2,810,175
Gross profit		492,668			500,873			400,720			586,165			320,048			354,205			507,912
Impairment and restructuring charges		—			27,754			54,689			74,027			49,405			24,986			28,215
Operating income (loss)		132,758			105,620			(17,652	)		38,618			(6,012	)		62,840			123,350
Income (Loss) before cumulative effect of change in accounting principle, as reported		62,624			45,888			(41,666	)		(28,750	)		(42,884	)		14,985			40,514
Diluted earnings per share, as reported ⁽¹⁾		1.01			0.76			(0.69	)		(0.37	)		(0.71	)		0.25			0.51
Dividends per share		0.72			0.72			0.67						0.54			0.39
Balance Sheet Data (as of end of period):
Total assets	$	2,441,318		$	2,564,105		$	2,533,084					$	2,534,068		$	2,542,043		$	3,666,863
Total debt		449,890			514,604			497,015						590,348			481,947			1,025,825
Shareholders’ equity		1,045,981			1,004,682			781,735						914,700			819,073			1,158,723
Other Data:
Net cash provided by operating activities	$	277,418		$	153,112		$	179,871					$	35,523		$	89,056
Net cash used by investing activities		(194,112	)		(152,506	)		(99,334	)					(63,002	)		(40,600	)
Net cash (used) provided by financing activities		(75,975	)		3,037			(55,487	)					44,268			(45,891	)
EBITDA⁽²⁾		273,069			250,087			156,876			250,421			102,632			161,306			255,097
Depreciation and amortization		149,949			151,047			152,467			189,833			114,015			110,956			139,864
Capital expenditures		173,222			162,717			102,347			144,584			76,108			54,140			85,310
Ratio of earnings to fixed charges⁽³⁾		3.85			2.96			⁽⁴	⁾					⁽⁵	⁾		2.15

S-16


(1)	Diluted earnings per share, as reported, is calculated by dividing income (loss) before cumulative effect of change in accounting principle, which includes goodwill amortization in all periods prior to January 1, 2002, by the weighted average number of shares of common stock outstanding, adjusted for the dilutive impact of the potential issuance of shares of common stock upon exercise of outstanding stock options. Basic and diluted earnings per share calculate to the same amount for the periods shown. Excluding goodwill amortization, basic and diluted earnings per share would have increased by $0.08 per share for the years ended December 31, 2001, 2000 and 1999, and by $0.05 per share for the nine months ended September 30, 2001. See Note 5 to our audited consolidated financial statements included or incorporated by reference in this prospectus supplement. Pro forma diluted earnings per share for the year ended December 31, 2001 and the nine months ended September 30, 2002 are based on an assumed 78,661,067 and 79,712,042 weighted average shares outstanding, respectively.


(2)	EBITDA is a measurement not calculated in accordance with GAAP. We define EBITDA as operating income (loss) plus other income (expense) plus depreciation and amortization. We do not exclude from operating income (loss) for purposes of calculating EBITDA (a) reorganization and implementation expenses for the years ended December 31, 2000, 2001 and 2001 on a pro forma basis of $11.1 million, $12.6 million and $12.6 million, respectively, and for the nine months ended September 30, 2001, 2002 and 2002 on a pro forma basis of $7.6 million, $14.3 million and $14.3 million, respectively, and (b) impairment and restructuring expenses for the years ended December 31, 2000, 2001 and 2001 on a pro forma basis of $27.8 million, $54.7 million and $74.0 million, respectively, and for the nine months ended September 30, 2001, 2002 and 2002 on a pro forma basis of $49.4 million, $25.0 million and $28.2 million, respectively. We also do not exclude from other income (expense) the payment received from the U.S. Treasury Department under the CDO of $29.6 million (net of expenses) for the year ended December 31, 2001 on an actual and a pro forma basis. We do not intend EBITDA to represent cash flows from operations as defined by GAAP, and you should not consider it as an alternative to net income, cash flows from operations or any other items calculated in accordance with GAAP, or as an indicator of our operating performance. Our definition of EBITDA may not be comparable with EBITDA as defined by other companies. We believe EBITDA is commonly used by financial analysts and others in the bearing and steel industries and thus provides useful information to investors. Management uses EBITDA as one measure of our leverage capacity and debt servicing ability. Following is a reconciliation of EBITDA to operating income (loss):



		Year Ended December 31,											Nine Months Ended September 30,

											Pro Forma								Pro Forma
		1999			2000			2001			2001		2001			2002			2002


		(in thousands)
Operating income (loss)		$	132,758		$	105,620		$	(17,652	)	$	38,618	$	(6,012	)	$	62,840		$	123,350
	Other income (expense)		(9,638	)		(6,580	)		22,061			21,970		(5,371	)		(12,490	)		(8,117	)
	Depreciation and amortization		149,949			151,047			152,467			189,833		114,015			110,956			139,864

EBITDA		$	273,069		$	250,087		$	156,876		$	250,421	$	102,632		$	161,306		$	255,097


(3)	For purposes of calculating the ratio of earnings to fixed charges, “earnings” consist of income or loss before income taxes, extraordinary items, cumulative effects of accounting changes, amortization of capitalized interest and fixed charges excluding capitalized interest. “Fixed charges” consist of interest, both expensed and capitalized, and an estimate of the interest within rental expense.

(4)	Earnings were inadequate to cover fixed charges for the year ended December 31, 2001. The coverage deficiency totaled $25,022,000 for that period.

(5)	Earnings were inadequate to cover fixed charges for the nine-month period ended September 30, 2001. The coverage deficiency totaled $34,050,000 for that period.

S-17

SUMMARY HISTORICAL COMBINED

FINANCIAL INFORMATION OF TORRINGTON

We derived the summary historical combined financial information as of and for each of the three years ended December 31, 2001 set forth below from Torrington’s audited combined financial statements. We derived the financial information as of and for the nine months ended September 30, 2001 and 2002 from Torrington’s unaudited combined financial statements. In the opinion of Torrington’s management, the unaudited information set forth below has been prepared on the same basis as the audited combined financial statements and includes all adjustments, consisting only of normal recurring adjustments, necessary for fair presentation of the financial position and results of operations for the periods presented. You should read the following summary historical combined financial information in conjunction with Torrington’s audited and unaudited combined financial statements and related notes included in this prospectus supplement.



	Year Ended									Nine Months Ended
	December 31,									September 30,

	1999			2000			2001			2001			2002


	(in thousands)
Statements of Income Data:

Net sales	$	1,236,265		$	1,194,204		$	1,088,712		$	804,898		$	912,436
Gross profit		282,820			273,150			203,703			132,270			146,337
Restructuring charges		11,351			10,999			19,338			13,150			3,229
Operating income		154,947			149,803			77,453			42,673			54,745
Net earnings		75,110			90,077			47,819			14,173			28,001

Balance Sheet Data (as of end of period):
Total assets				$	958,986		$	1,013,362		$	954,581		$	1,060,408
Total debt					26,439			16,414			30,243			14,233
Business equity					211,751			170,588			205,301			202,196

Other Data:
Net cash provided by operating activities	$	137,240		$	121,752		$	103,633		$	53,106		$	72,771
Net cash (used in) provided by investing activities		(45,689	)		20,540			(54,391	)		(29,402	)		(27,924	)
Net cash used in financing activities		(96,248	)		(133,339	)		(52,591	)		(30,293	)		(30,641	)
EBITDA⁽¹⁾		201,620			204,137			147,034			70,765			96,066
Depreciation and amortization		51,109			43,746			44,372			32,316			36,948
Capital expenditures		52,140			36,578			42,237			32,515			31,170

(1)

EBITDA is a measurement not calculated in accordance with GAAP. We define EBITDA as operating income plus other income (expense) plus depreciation and amortization. We do not exclude from operating income for purposes of calculating EBITDA (a) restructuring expenses for the years ended December 31, 1999, 2000 and 2001 of $11.4 million, $11.0 million and $19.3 million, respectively, and for the nine months ended September 30, 2001 and 2002 of $13.2 million and $3.2 million, respectively, and (b) CDO payments for the year ended December 31, 2001 of $22.4 million. We also do not exclude from other income (expense) an additional CDO payment (net of expenses and reserves) for the year ended December 31, 2001 of $25.3 million. The total pre-tax income related to the CDO payment was $47.7 million for the year ended December 31, 2001. We do not intend EBITDA to represent cash flows from operations as defined by GAAP, and you should not consider it as an alternative to net income, cash flows from operations or any other items calculated in accordance with GAAP, or as an indicator of Torrington’s operating performance. Our definition of

S-18

EBITDA may not be comparable with EBITDA as defined by other companies. We believe EBITDA is commonly used by financial analysts and others in the bearing and steel industries and thus provides useful information to investors. Our management uses EBITDA as one measure of our leverage capacity and debt servicing ability, and it is shown here with respect to Torrington for comparative purposes. Following is a reconciliation of EBITDA to operating income:



		Year Ended							Nine Months Ended
		December 31,							September 30,

		1999			2000		2001		2001			2002


		(in thousands)
Operating income		$	154,947		$	149,803	$	77,453	$	42,673		$	54,745
	Other income (expense)		(4,436	)		10,588		25,209		(4,224	)		4,373
	Depreciation and amortization		51,109			43,746		44,372		32,316			36,948

EBITDA		$	201,620		$	204,137	$	147,034	$	70,765		$	96,066

S-19

RISK FACTORS

You should carefully consider the risks described below, as well as other information contained in this prospectus supplement and the accompanying prospectus and the documents incorporated or deemed incorporated by reference here or in the accompanying prospectus, before making an investment in our notes.


	Risks Related to the Torrington Acquisition

In addition to increasing the risks relating to our business described further below, the increased scale, global reach and level of indebtedness associated with the Torrington acquisition will also expose us to the following risks.

We may not be able to effectively integrate Torrington into our operations.

Our future success will depend, in part, on our ability to effectively integrate Torrington into our operations. We may not be able to successfully do so without substantial costs, delays or other difficulties. We will face significant challenges in consolidating functions and integrating procedures, information technology systems, personnel, product lines and operations in a timely and efficient manner. In particular, we may encounter difficulties in integrating our technology and training our sales forces to work with new products and customers.

The integration process will be complex and time consuming, may be distracting to management and disruptive to our businesses, and may cause an interruption of, or a loss of momentum in, our businesses as a result of a number of obstacles, such as:


	•	the loss of key employees, whom we refer to as associates, or customers;

	•	the failure to maintain the quality of customer service that each business has historically provided;

	•	the need to retrain skilled engineering and sales personnel;

	•	the need to coordinate geographically diverse organizations;

	•	retooling and reprogramming of equipment and information technology systems; and

	•	the resulting diversion of management’s attention from our day-to-day business and the need to dedicate additional management personnel to address integration obstacles.

If we are not successful in integrating Torrington into our operations, if the integration takes longer than anticipated, if Torrington does not perform as we anticipate or if the integrated product and service offerings fail to achieve market acceptance, our operations, margins, sales and reputation could be adversely affected. We may encounter similar problems with any future acquisitions.


	We may not be able to realize the anticipated cost savings, synergies or revenue enhancements from combining our company with Torrington, and we will incur significant costs to achieve these savings.

Even if we are able to integrate successfully the operations of our company and Torrington, we may not be able to realize the cost savings, synergies or revenue enhancements that we anticipate from the integration, either in the amount or the time frame that we currently expect. Our ability to realize anticipated cost savings, synergies and revenue enhancements may be affected by a number of factors, including the following:


	•	our ability to effectively eliminate duplicative backoffice overhead and overlapping sales personnel, rationalize manufacturing capacity and shift production to more economical facilities;

	•	our anticipated utilization of cash resources, which may be in excess of the approximately $130 million we currently expect, on integration and implementation activities over the next four years in order to achieve those cost savings, which could offset any such savings and other synergies resulting from the Torrington acquisition;

	•	increases in other expenses, operating losses or problems unrelated to the Torrington acquisition, which may offset the cost savings and other synergies from the acquisition; and

	•	our ability to avoid labor disruption in connection with the integration of Torrington.

S-20


	Claims against us relating to Torrington brought after the Torrington acquisition may necessitate our seeking indemnification from Ingersoll-Rand, which Ingersoll-Rand may not provide, and these claims may exceed Ingersoll-Rand’s indemnification obligations to us under the purchase agreement or may, in the aggregate, materially affect our financial condition and results of operations.

Ingersoll-Rand must indemnify us after the closing of the Torrington acquisition for certain losses suffered or incurred by us related to Torrington, as provided in the purchase agreement. See “Description of the Torrington Purchase Agreement and Related Agreements.” However, we may not be able to successfully obtain indemnification from Ingersoll-Rand. We may, as a consequence, have to bear liabilities for which we are entitled to indemnification, but for which we are unable to collect.

In addition, for certain claims, Ingersoll-Rand’s indemnification obligation to us is subject to certain financial limitations, including general and per-claim deductibles and a cap, as well as time limitations. If a significant number of small claims for which we cannot seek indemnification are brought against us, they may, in the aggregate, amount to a considerable sum, and the total liabilities may exceed our estimates or the $400 million cap.

Any claims brought against us in connection with the Torrington acquisition, whether or not subject to indemnification, may harm our reputation in the industries in which we operate and hence could have a substantial negative impact on the sales of our products.


	*We may not be able to acquire certain of Torrington’s assets, which could reduce the strategic benefits of the Torrington acquisition to us.*

In connection with the Torrington acquisition, it will be necessary to obtain the consent of certain Torrington joint venture parties and customers to the transfer of certain portions of Ingersoll-Rand’s interest in Torrington to us. If Ingersoll-Rand is unable to obtain the necessary waivers or consents to those transfers, we may not be able to acquire the applicable asset, which may materially affect the business of the combined company, our long-term business strategy and our projected access to certain customers or relationships. As a result, we may not achieve all of the expected benefits of the Torrington acquisition.

In particular, we currently believe that Ingersoll-Rand is unlikely to obtain the necessary waivers or consents of NSK Ltd. with respect to the transfer of Torrington’s unconsolidated joint venture interest in NSK Torrington Co., Ltd. to us. NSK Torrington, a Japanese needle bearing manufacturing company, contributed approximately $3.6 million to Torrington’s 2001 income before income taxes. If Ingersoll-Rand is unable to obtain the necessary waivers or consents, then, upon consummation of the Torrington acquisition, NSK Ltd. will have the right to acquire Torrington’s interest in NSK Torrington. Moreover, we have existing marketing and technology sharing arrangements with NSK Ltd., which we or NSK may seek to renegotiate or terminate if Ingersoll-Rand is unable to obtain the waivers or consents described above. These arrangements may be material to our long-term business strategies, and therefore the modifications of such arrangements could have a material negative effect on the sales of our products.

Risks Related to our Industries


	*The bearing industry is highly competitive and this competition results in significant pricing pressure for our products that could affect our revenues and profitability.*

The global bearing industry is highly competitive. We compete with domestic manufacturers and many foreign manufacturers of anti-friction bearings, including SKF AB, INA-Holding Schaeffler KG, NTN Corporation, Koyo Seiko Co., Ltd. and NSK Ltd. We compete primarily based on price, quality, timeliness of delivery and design and the ability to provide engineering support and service on a global basis. The bearing industry is also capital intensive, and profitability is dependent on factors such as labor compensation and productivity and inventory management, which are subject to risks that we may not be able to control. Furthermore, it is becoming necessary to provide our customers with integrated systems and solutions rather than individual components, which may require us to invest significant additional capital into our research and development efforts. Some of our competitors may be better able to manage these costs or may have greater financial resources than us and, therefore, can more easily afford to make

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these expenditures. Due to the competitiveness within the bearing industry, we may not be able to increase prices for our products to cover increases in our costs, and, in many cases, we may face pressure to reduce prices, which could adversely affect our profitability.


	*Competition and consolidation in the steel industry, together with global overcapacity, result in significant pricing pressure for our products.*

Competition within the steel industry, both domestically and worldwide, is intense and is expected to remain so. More than 30 U.S. steel companies have declared bankruptcy in recent years and have either ceased operations or, more often, been acquired by other companies. Global production overcapacity is also likely to continue, which, combined with the high levels of steel imports into the United States, has exerted downward pressure on domestic steel prices and has resulted in, at times, a dramatic narrowing, or with many companies the elimination, of gross margins. These industry conditions lead to significant downward pressure on prices for our steel products, which could have a material adverse effect on our revenues and profitability. In addition, many of our competitors are continuously exploring and implementing strategies, including through acquisitions, that focus on manufacturing higher margin products that compete more directly with our steel products. Our ability to remain competitive will depend, in part, on whether we are able to keep production costs competitive and keep pace with those product improvements in a cost effective manner.


	Weakness in any of the industries in which our customers operate, as well as the cyclical nature of our customers’ businesses generally, could adversely impact our revenues and profitability.

The automotive, aerospace, heavy equipment and many of the other industries to which we sell our products are cyclical and tend to decline in response to overall declines in industrial production. Margins in those industries are highly sensitive to demand cycles, and our customers in those industries historically have tended to delay large capital projects, including expensive maintenance and upgrades, during economic downturns. As a result, our business is also cyclical and impacted by overall levels of industrial production.

In addition, many of our customers have historically experienced periodic downturns, which often have had a negative effect on demand for our products. For example, deferrals or cancellations in aircraft orders adversely affect the volume and price of orders placed for products used to manufacture commercial aircraft, including our bearings and other individual parts and components we manufacture. Prior industry downturns have negatively affected our net sales, gross margin and net income. Furthermore, the United States and other world markets are currently experiencing an economic downturn, and many of the markets we serve have been affected by this negative environment. An extension of the current economic downturn would have a material adverse impact on our revenues and profitability by reducing demand and margins for our products.


	*An increase in the use of substitutes for our steel products could adversely impact our revenues and profitability by reducing demand and margins.*

In the case of certain product applications, steel competes with other materials, including plastic, aluminum, graphite composites and ceramics. The incorporation of more of these steel substitutes in automobiles and other applications could reduce the demand, and therefore the prices we are able to charge for our steel products. This reduced demand and any resulting reduced margins for our products could have a material adverse impact on our revenues and profitability.


	*Environmental regulations impose substantial costs and limitations on our operations, and environmental compliance may be more costly than we expect.*

We are subject to the risk of substantial environmental liability and limitations on our operations due to environmental laws and regulations. We are subject to various federal, state, local and foreign environmental, health and safety laws and regulations concerning issues such as air emissions, wastewater discharges, solid and hazardous waste handling and disposal and the investigation and remediation of contamination. The risks of substantial costs and liabilities related to compliance with these laws and

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regulations are an inherent part of our business, and future conditions may develop, arise or be discovered that create substantial environmental compliance or remediation liabilities and costs.

Compliance with environmental legislation and regulatory requirements may prove to be more limiting and costly than we anticipate. New laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements could require us to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on our business, financial condition or results of operations. We may also be subject from time to time to legal proceedings brought by private parties or governmental authorities with respect to environmental matters, including matters involving alleged property damage or personal injury.

Although Ingersoll-Rand has agreed to indemnify us in the purchase agreement for certain specified environmental liabilities with respect to Torrington, Torrington’s operations, including past disposal practices, may subject us to potential significant liabilities relating to the investigation and clean-up of contaminated properties and to potential claims alleging personal injury. Torrington’s environmental liabilities may exceed our estimates and the indemnity provided for in the purchase agreement may not be sufficient to address these potential liabilities.


	Successful appeals with respect to, a relaxation of, or substantial exemptions from, the tariffs contained in President Bush’s recent order regarding steel imports may lessen the benefits of the order.

The tariffs imposed by the United States on hot-rolled and cold-finished steel bar imports, which are among our products, are currently being challenged before the World Trade Organization, or WTO, by several countries. See “Business — Trade Law Enforcement.” Retaliatory tariffs threatened by or imposed on U.S. steel and other products by a number of affected countries would increase the cost of our products in those markets, potentially reducing sales. In addition, a reduction or adverse change in the scope or duration of the remedy granted by the President could lead to a resurgence of steel bar imports. This would again put significant downward pressure on U.S. steel bar prices, which could negatively impact our steel sales, margins and profitability.


	*Payments to us from the U.S. Treasury Department under the Continued Dumping and Subsidy Offset Act may not continue.*

We received an approximately $31 million payment in 2001 and an approximately $54 million payment in 2002 under the CDO. See “Business — Continued Dumping and Subsidy Offset Act.” In January 2003, the WTO upheld its earlier ruling that CDO payments violate international trade rules and stated that the CDO should be repealed. We may not receive future payments under the CDO, and we cannot predict the amount of any such payment we may receive. Although Torrington received a payment of approximately $62.0 million under the CDO in 2001 and approximately $72.1 million in 2002, Ingersoll-Rand retained 100% of the payment Torrington received in 2002, and under the terms of the purchase agreement, we will be obligated to pay Ingersoll-Rand 80% of any payments Torrington receives in 2003 and 2004.

Risks Related to our Business


	The failure to fully carry out our strategic manufacturing initiative could lessen the benefits of our anticipated cost savings and, as a result, materially adversely affect our gross margins and profitability.

Maintaining our leading position in the global markets for bearings and steel will depend on the success of our operating plans, including our ability to achieve fully the benefits of our strategic manufacturing initiative. A combination of complex factors, including the general economic environment, the availability of lower cost manufacturing opportunities, severance requirements and engineering achievements, will affect our ability to carry out our strategic manufacturing initiative. Our belief as to the future cost savings from our strategic manufacturing initiative is based upon our current best estimates and we may not achieve these estimates, either in the amount or the time frame that we currently expect. Our inability to achieve the expected cost savings from our strategic manufacturing initiative or otherwise reduce our fixed costs to the extent we currently anticipate could materially adversely affect our gross margins and profitability. In addition, increases in other costs and expenses may offset any cost savings from our strategic manufacturing initiative and our other cost reduction efforts.

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	*We may incur further restructuring and impairment charges that could negatively affect our profitability.*

We have taken approximately $80.9 million in restructuring and impairment charges from our strategic manufacturing initiative from the second quarter of 2001 through December 31, 2002. Moreover, Torrington has also taken restructuring charges of approximately $19.3 million and $3.0 million for the years ended December 31, 2001 and 2002, respectively, related to a workforce reduction and facility consolidation effort that is substantially complete. Changes in business or economic conditions, our business strategy or any restructuring in connection with the Torrington acquisition may require us to take additional charges in the future.


	*Our level of indebtedness and other demands on our cash resources could materially affect our operations and business strategy.*

As of September 30, 2002, we had approximately $482 million of total consolidated debt. We expect to incur significant additional indebtedness to finance the Torrington acquisition through this offering, our new senior credit facility and our new accounts receivable facility. After giving pro forma effect to the Torrington acquisition, the financing of the Torrington acquisition and the application of the proceeds of those financings, based on the assumptions described under “Unaudited Pro Forma Financial Information,” as of September 30, 2002, we would have had total consolidated debt of approximately $1.0 billion. In addition, we expect to have approximately $312 million undrawn availability under our new revolving credit facility. Our total consolidated debt could increase due to this additional borrowing capacity. See “Description of Certain Indebtedness.” Subject to the limits contained in our new senior credit facility and our other debt agreements, we may also incur additional debt in the future. In addition to the debt service requirements on our outstanding debt, we have other demands on our cash resources, including, among others, capital expenditures and operating expenses.

Our level of indebtedness and the significant debt servicing costs associated with that indebtedness could have important effects on our operations and business strategy. For example, they could:



	•	require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the amount of our cash flow available for working capital, capital expenditures, acquisitions and other general corporate purposes;


	•	limit our flexibility in planning for, or reacting to, changes in the industries in which we compete;

	•	place us at a competitive disadvantage compared to our competitors, some of which have lower debt service obligations and greater financial resources than we do;

	•	limit our ability to borrow additional funds;

	•	increase our vulnerability to general adverse economic and industry conditions; and

	•	result in our failure to satisfy the financial covenants contained in our new senior credit facility or in other agreements governing our indebtedness, which, if not cured or waived, could have a material adverse effect on our business, financial condition or results of operations.

On October 17, 2002, Standard & Poor’s Rating Services, or S&P, publicly announced that it placed our ratings on CreditWatch with negative implications. Additionally, Moody’s Investors Service, or Moody’s, announced that it had placed our debt ratings under review for possible downgrade. These announcements were in response to our announcement of the Torrington acquisition. S&P and/or Moody’s may, in the future, downgrade our credit profile. The downgrading of our ratings by S&P and Moody’s would result in an increase in the interest rate on our new senior credit facility and could materially adversely affect our future ability to obtain funding or materially increase the cost of any additional funding.


	*Unexpected equipment failures may increase our costs and reduce our sales due to production curtailments or shutdowns.*

Interruptions in production capabilities will inevitably increase our production costs and reduce sales and earnings for the affected period. In addition to equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions.

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Our manufacturing processes are dependent upon critical pieces of equipment, such as furnaces, continuous casters and rolling equipment, as well as electrical equipment, such as transformers, and this equipment may, on occasion, be out of service as a result of unanticipated failures. In the future, we may experience material plant shutdowns or periods of reduced production as a result of these types of equipment failures.


	*Any change in the availability or cost of raw materials and energy resources could materially affect our earnings.*

We require substantial amounts of raw materials, including our own steel tubing and bars, purchased strip steel, scrap metal, nickel and other alloys and natural gas and electric power to operate our business. The availability and prices of raw materials and energy resources is subject to curtailment or change due to, among other things, new laws or regulations, suppliers’ allocations to other purchasers, interruptions in production by suppliers, changes in exchange rates and prevailing price levels. For example, the weighted average price of scrap metal increased 12.5% from 1999 to 2000, decreased 19.6% from 2000 to 2001, and increased 8.1% from 2001 to 2002.

Moreover, disruptions in the supply of our raw materials or energy resources could temporarily impair our ability to manufacture our products for our customers or require us to pay higher prices in order to obtain these raw materials or energy resources from other sources, and could thereby affect our sales and profitability. Any increase in the prices for such raw materials or energy resources could materially affect our costs and therefore our earnings.


	*The global nature of our business exposes us to foreign currency fluctuations that may affect our asset values, results of operations and competitiveness.*

We are exposed to the risks of currency exchange rate fluctuations, because a significant portion of our net sales and certain of our costs, assets and liabilities are denominated in currencies other than the U.S. dollar. These risks include a reduction in our asset values, net sales, operating income and competitiveness.

For those countries outside the United States where we have significant sales, which currently include France, Germany and the United Kingdom, a devaluation in the local currency will reduce the value of our local inventory as presented in our financial statements. In addition, a stronger dollar will result in reduced revenue, operating profit and shareholders’ equity due to the impact of foreign exchange translation on our financial statements. Lastly, fluctuations in foreign currency exchange rates may make our products more expensive for customers to purchase or increase our operating costs, affecting our competitiveness and our profitability.

Changes in exchange rates between the U.S. dollar and other currencies, including the Brazilian real, and volatile economic, political and market conditions in Brazil, Argentina and other emerging market countries, have in the past adversely affected our financial performance and may continue to adversely affect the value of our assets located outside the United States, our gross profit and our operating results.


	*Global political instability and other risks of international operations may adversely affect our operating costs, revenues and the price of our products.*

Our international operations expose us to risks not present in a purely domestic business, including primarily:


	•	changes in tariff regulations, which may make our products more costly to export;

	•	difficulties establishing and maintaining relationships with local 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.

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These and related risks may increase the relative price of our products compared to those manufactured in other countries, reducing the demand for our products in the markets in which we operate. The Torrington acquisition would have increased our sales derived from international operations in 2001 from approximately $540 million to approximately $940 million on a pro forma basis. As a result, following the Torrington acquisition, we will be more susceptible to the adverse consequences of the risks described above.

Terrorism or the threat or initiation of armed hostilities in the Middle East or other parts of the world may have an adverse impact on the industries we serve. While the precise effects of any such world events are difficult to predict, they may adversely affect our revenues and profitability. Additionally, we conduct a portion of our accounts payable, payroll, information technology and engineering and other business processing operations in India and we may expand those operations in the future. India has from time to time experienced unrest relating to religious and political differences within India’s population and with neighboring countries. Although the hostilities have substantially abated of late and have not had an adverse impact on us directly, future events of this nature could have an adverse effect on our overall costs.


	Declines in the stock market and prevailing interest rates result in reductions in our pension fund asset values, which have caused and may continue to cause a significant reduction in our net worth.

In 2001, as a result of lower investment performance caused by lower stock market returns and a decline in prevailing interest rates, our pension fund asset values decreased. The reduction in asset values required that we take a non-cash after-tax charge to accumulated other comprehensive loss, which is a component of shareholders’ equity, of $122.5 million. Primarily as a result of a negative return on our pension fund assets and further reductions in interest rate levels in 2002, we were required to further reduce shareholders’ equity by $254.3 million as of December 31, 2002. We may be required to take further charges related to pension liabilities in the future and these charges may be significant. A reduction in our shareholders’ equity may affect our ability to maintain the required net worth ratios under our existing senior credit facility and our new senior credit facility.


	Declines in prevailing interest rates and the stock market will require us to increase our pension liability and expense for 2003 and may do so in future fiscal years; this may also lead us to accelerate funding of our pension obligations and divert funds from other uses.

A decline in prevailing interest rates and lower investment performance caused by lower stock market returns have increased our defined benefit pension obligations. The increase in our defined benefit pension obligations, as well as our ongoing practice of managing our funding obligations over time, have led us to prepay a portion of our funding obligations under our pension plans. In 2002, we contributed $51.9 million in cash and an aggregate of $54.5 million in treasury shares and a small number of newly issued shares to our pension plans for this purpose. We also made cash contributions of $56.8 million during 2000 and $84.8 million during 2001 to our pension plans. We currently expect to make significant additional cash contributions to our pension plans in the near term, but we cannot predict whether changing economic conditions or other factors will lead or require us to make contributions in excess of our current expectations, diverting funds we would otherwise apply to other uses.

As a result of the decline in the financial markets, we are changing our assumption for our expected rate of return on plan assets from 9.5% to 8.75% for 2003. We expect that this change, together with the reduction in our discount rate to 6.6% from 7.5%, will result in an increase in 2003 pretax pension expense of approximately $25 million. We continue to review our assumptions regarding rates of return and discount rates in light of the factors mentioned above and other relevant considerations, and our future pension expense may further increase as a result. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.”

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	*Our new debt agreements restrict our ability, and the ability of some of our subsidiaries, to engage in particular activities.*

Our new senior credit facility restricts our ability and the ability of some of our subsidiaries to, among other things:


	•	incur additional debt and make certain investments or acquisitions;

	•	incur or permit to exist certain liens;

	•	sell assets; and

	•	merge or consolidate with another company.

In addition, the indenture that will govern the notes that we are offering by this prospectus supplement will restrict our ability and the ability of some of our subsidiaries to incur or permit to exist certain liens and effect certain sale and leaseback transactions. Our future indebtedness may also contain restrictions on our ability to engage in particular activities. See “Description of the Notes” and “Description of Certain Indebtedness” in this prospectus supplement.


	*We may not be able to maintain profitability or a positive ratio of earnings to fixed charges or meet certain financial standards required by our debt agreements.*

We reported a net loss and our earnings were not sufficient to cover our fixed charges for 2001. The U.S. and global industrial manufacturing downturn deepened during 2002 and contributed to a decrease in our sales and profitability. We cannot foresee whether our operations will generate sufficient revenue for us to sustain profitability in the future, and we may not be able to reduce fixed costs sufficiently to improve our operating ratios.

In addition, our existing senior credit facility and our new senior credit facility contain financial covenants that require us to achieve certain financial and operating results and maintain compliance with specified financial ratios. In particular, our new senior credit facility contains requirements to maintain a minimum consolidated net worth, a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. Our ability to meet the financial covenants or requirements in our senior credit facilities may be affected by events beyond our control, and we may not be able to satisfy such covenants and requirements. A breach of these covenants or our inability to comply with the financial ratios, tests or other restrictions could result in an event of default under our senior credit facilities, which in turn could result in an event of default under the terms of our other indebtedness. Upon the occurrence of an event of default under our senior credit facilities, after the expiration of any grace periods, the lenders could elect to declare all amounts outstanding under our senior credit facilities, together with accrued interest, to be immediately due and payable. If this happens, our assets may not be sufficient to repay in full the payments due under those facilities or our other indebtedness.

In addition, if we are unable to service our indebtedness or fund our operating costs, we will be forced to adopt alternative strategies that may include:


	•	reducing or delaying capital expenditures;

	•	seeking additional debt financing or equity capital, possibly at a higher cost to us or have other terms that are less attractive to us than would otherwise be the case;

	•	selling assets;

	•	restructuring or refinancing debt, which may increase further our financing costs; or

	•	curtailing or eliminating certain activities.

Moreover, we may not be able to implement any of these strategies on satisfactory terms, if at all.


	The departure of existing management and key personnel who are familiar with our business strategy and daily operations, or a shortage of skilled employees, would materially affect our business, operations and prospects.

Many of our executive officers are critical to the management and direction of our business. Our future success depends, in large part, on our ability to retain these officers and other capable management

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personnel. In addition, we have entered into severance agreements with all of our executive officers that allow those officers to terminate their employment with us in the event of a change of control affecting our company. We may not be able to attract and retain talented personnel and replace key personnel should the need arise, and our inability to do so could have a material adverse effect on our ability to successfully execute our business strategy, market and develop our products and serve our customers. In addition, because of the complex nature of many of our products and programs, we are generally dependent on an educated and highly skilled workforce. Our ability to efficiently develop and deliver our products could be adversely affected by a shortage of available skilled employees.


	*Strikes or work stoppages by our unionized associates could disrupt our manufacturing operations, reduce our revenues or increase our labor costs.*

Approximately 32% percent of our U.S. associates and 4% of Torrington’s employees are covered by collective bargaining agreements. Any potential strikes or work stoppages, and the resulting adverse impact on our relationships with customers, could significantly disrupt our operations and have a material adverse effect on our business, financial condition or results of operations.

Risks Relating to the Notes


	The notes are our unsecured obligations. A substantial portion of our operations are conducted through our direct and indirect subsidiaries, and the claims of creditors of our subsidiaries are effectively senior to claims of holders of the notes.

The notes are our unsecured obligations and will rank equally in right of payment with all of our other existing and future unsecured, unsubordinated obligations. The notes are not secured by any of our assets. Any future claims of secured lenders with respect to assets securing their loans will be prior to any claim of the holders of the notes with respect to those assets.

A significant portion of our operations are conducted through our subsidiaries. As a result, our ability to service our debts, including our obligations under the notes and other obligations, is dependent to some extent on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, loans or advances and through repayment of loans or advances from us. Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on the notes or to provide us with funds to meet our payment obligations on the notes, whether in the form of dividends, distributions, loans or other payments. In addition, any payment of dividends, loans or advances by our subsidiaries could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent upon our subsidiaries’ earnings and business considerations. Our right to receive any assets of any of our subsidiaries upon our liquidation or reorganization, and therefore the right of the holders of the notes to participate in those assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors. In addition, even if we are a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us.


	*An active trading market for the notes may not develop.*

The notes constitute a new issue of securities for which there is no existing trading market. An active trading market for the notes may not develop. If a market were to develop, the notes could trade at prices that may be higher or lower than the initial offering price or the price at which an investor purchased the notes depending on many factors, including prevailing interest rates, our financial performance, developments in the industries in which we conduct business and changes in the overall market for investment grade securities. The underwriters have advised us that they currently intend to make a market in the notes. However, the underwriters are not obligated to do so, and any market-making with respect to the notes may be discontinued at any time without notice. If no active trading market develops, you may not be able to resell your notes at their fair market value or at all.

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USE OF PROCEEDS

We expect to receive net proceeds from this offering, after deducting the estimated discounts and commissions of the underwriters and other offering expenses, of approximately $247.9 million. We also expect to receive approximately $189.2 of net proceeds, after deducting the estimated discounts and commissions and other expenses, from the concurrent public offering of our common stock, based on an assumed offering price of $18.15 per share, the last reported sale price of our common stock on January 27, 2003, assuming the underwriters for that offering do not exercise their overallotment option in that offering. We intend to use the net proceeds from this offering and the offering of our common stock, together with borrowings under our new senior credit facility and our new accounts receivable facility, to finance the cash consideration to be paid for the Torrington acquisition and the related fees and expenses. The closing of this offering is conditioned on the closing of the offering of our common stock and the closing of the Torrington acquisition. As a result, if we are unable to consummate our common stock offering or the Torrington acquisition, we will not consummate this offering.

The following table sets forth the estimated sources and uses of funds in connection with the Torrington acquisition (in millions of dollars):


Sources of Funds

Senior unsecured notes⁽¹⁾		$	250.0
Common stock⁽¹⁾⁽³⁾			199.6
Revolving credit facility⁽⁴⁾			188.5
Accounts receivable facility			125.0
Equity issuance to Ingersoll-Rand			140.0

	Total sources of funds	$	903.1


Uses of Funds

The Torrington acquisition⁽²⁾		$	836.5
Fees and expenses of the Torrington acquisition			40.0
Refinancing of our existing commercial paper⁽⁴⁾			26.6

	Total uses of funds	$	903.1


(1)	Excludes underwriting discounts and commissions and offering expenses payable by us in connection with this offering and the concurrent offering of our common stock.

(2)	Pursuant to the purchase agreement, the purchase price of the Torrington acquisition is subject to adjustment after the closing of the Torrington acquisition. The purchase price in the table above reflects an estimated purchase price adjustment of approximately $3.5 million as of September 30, 2002. See “Description of Torrington Purchase Agreement and Related Agreements — Stock and Asset Purchase Agreement — Consideration Payable By Us.”


(3)	The common stock is being offered in a concurrent offering. If we do not consummate our common stock offering, we will not consummate the Torrington acquisition or this offering. The amount of common stock to be issued, as set forth in the table above, assumes that the underwriters do not exercise the overallotment option granted to them in connection with our common stock offering. If such overallotment option is exercised, we may choose to borrow less under our new senior credit facility in order to finance the Torrington acquisition.




(4)	The revolving credit facility is part of our new senior credit facility. See “Description of Certain Indebtedness.” Upon the closing of the Torrington acquisition, the revolving credit facility will replace our existing senior credit facility. Under the terms of our new senior credit facility, we are required to use the proceeds of the revolving credit facility to repay any amounts outstanding under our existing senior credit facility and then terminate our existing senior credit facility. As of September 30, 2002, no amounts were outstanding under our existing senior credit facility. We intend to borrow up to $26.6 million under our new senior credit facility to repay all of our outstanding commercial paper. We may also choose to repay additional amounts of short-term debt upon the closing of the Torrington acquisition. See “Capitalization.” The above table assumes that the actual amounts of commercial paper outstanding will equal the amount outstanding as of September 30, 2002. Actual amounts borrowed and repaid at the closing of the Torrington acquisition are subject to change.

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CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2002 on an actual basis and on a pro forma, as adjusted basis to give effect to this offering of an assumed $250 million aggregate principal amount of notes, the concurrent offering of our common stock at an assumed public offering price of $18.15 per share, the Torrington acquisition and the other related financings and the application of the proceeds from those financings as if each of them had occurred on September 30, 2002. See “Use of Proceeds” in this prospectus supplement. The following table assumes no exercise of the underwriters’ overallotment option in connection with the offering of our common stock. The closing of this offering is conditioned on the closing of the offering of our common stock and each offering is conditioned on the closing of the Torrington acquisition. This table should be read in conjunction with “Unaudited Pro Forma Financial Information,” “Selected Historical Financial Information of Timken,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the audited and unaudited combined financial statements and related notes of Torrington and our consolidated financial statements and related notes, each included or incorporated by reference in this prospectus supplement.



					As of
					September 30, 2002

								Pro Forma,
					Actual			As Adjusted


					(in thousands)
Cash and cash equivalents					$	36,812		$	40,284

Short-term debt:
	Accounts receivable facility				$	—		$	125,000
	Other short-term debt and commercial paper					107,888			88,288
	Current portion of long-term debt					23,544			23,544
Long-term debt, net of current portion:
	Revolving credit facility⁽¹⁾					—			188,478
	Senior unsecured notes⁽²⁾					—			250,000
	Other long-term debt					350,515			350,515

		Total debt				481,947			1,025,825
Shareholders’ equity
	Class I and II Serial Preferred Stock, without par value:
		Authorized — 10,000,000 shares each class, none issued				—			—
	Common stock, without par value:
		Authorized — 200,000,000; 63,315,670 shares issued and outstanding, actual; 82,029,169 shares issued and outstanding, pro forma, as adjusted
			Stated capital			53,064			53,064
			Other paid-in capital⁽³⁾			256,664			596,313
	Earnings invested in the business					736,212			736,213
	Accumulated other comprehensive loss					(226,867	)		(226,867	)

		Total shareholders’ equity⁽⁴⁾				819,073			1,158,723

				Total capitalization	$	1,301,020		$	2,184,548


(1)	As of September 30, 2002, we had $26.6 million of commercial paper and $81.3 million of other short-term debt outstanding. We expect to use borrowings under our new senior credit facility to repay all of our outstanding commercial paper, and we may also choose, upon the closing of the Torrington acquisition, to repay additional amounts of our short-term debt with further borrowings under our new senior credit facility. See “Description of Certain Indebtedness.”


(2)	We may choose to borrow more under our new revolving credit facility and to borrow a corresponding lesser amount in this offering in order to finance a portion of the Torrington acquisition.



(3)	Reflects the common stock to be issued by us to Ingersoll-Rand and in the concurrent public offering of our common stock to finance a portion of the Torrington acquisition, based on a per share price of $18.15, the last reported sale price per share of our common stock on January 27, 2003, without reduction for the fees and expenses of the common stock offering, including underwriting discounts and commissions.


(4)	Total shareholders’ equity for the year ended December 31, 2002 was $609.1 million, reflecting primarily an increase in minimum pension liability and consequent $254.3 million reduction in accumulated other comprehensive loss recorded in the fourth quarter of 2002.

S-30

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma financial statements are based on our historical consolidated financial statements and the historical combined financial statements of Torrington as of and for the year ended December 31, 2001 and the nine months ended September 30, 2002 included in this prospectus supplement. Our and Torrington’s historical financial statements have been prepared in accordance with GAAP. The unaudited pro forma financial statements should be read in conjunction with our audited consolidated financial statements and related notes for the year ended December 31, 2001, our unaudited consolidated condensed financial statements and notes for the nine months ended September 30, 2002, the audited combined financial statements of Torrington for the year ended December 31, 2001 and the unaudited combined financial statements of Torrington for the nine months ended September 30, 2002, each included in this prospectus supplement.

We will account for the Torrington acquisition under the purchase method of accounting. The unaudited pro forma financial statements give effect to the Torrington acquisition and the financing of the $700 million cash component of the purchase price through (1) approximately $188 million of borrowings under our new senior credit facility, including amounts borrowed to refinance approximately $27 million of outstanding commercial paper, (2) this offering of $250 million of senior unsecured notes, (3) $125 million of borrowings under our new accounts receivable facility and (4) a public offering of 11 million shares of our common stock at an assumed price per share of $18.15, the last reported sale price per share for our common stock on January 27, 2003. The unaudited pro forma financial statements also give effect to the issuance to Ingersoll-Rand of $140 million of our common stock at an assumed price per share of $18.15, which is equivalent to an aggregate of 7,713,499 shares. In addition, the unaudited pro forma financial statements give effect to an approximately $3.5 million estimated purchase price adjustment as of September 30, 2002, as provided for in the purchase agreement. The unaudited pro forma statements of operations give effect to the above transactions as if they had occurred at the beginning of the relevant period presented. The unaudited pro forma balance sheet as of September 30, 2002 gives effect to the above transactions as if they had occurred on September 30, 2002. The unaudited pro forma financial statements presented below do not reflect any anticipated operating efficiencies or cost savings from the integration of Torrington into our business.

The unaudited pro forma financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable, but are subject to change. For example, the unaudited pro forma financial statements reflect our preliminary estimate of the allocation of the purchase price for the acquisition of Torrington, which is subject to change. We have made, in our opinion, all adjustments that are necessary to present fairly the pro forma information. The unaudited pro forma financial statements do not purport to represent what our actual results of operations or financial position would have been if the acquisition and related transactions described above had occurred on such dates or to project our results of operations or financial position for any future period.

S-31

UNAUDITED PRO FORMA BALANCE SHEET

As of September 30, 2002

(in thousands)

The unaudited pro forma balance sheet presents the combined financial position of Timken and Torrington assuming the Torrington acquisition had occurred as of September 30, 2002.


			Timken		Torrington					Pro forma
			Historical		Historical		Reclassifications*			Adjustments			Pro forma

Assets
Current assets:
	Cash and cash equivalents		$	36,812	$	24,917	$	—		$	(21,445	)(a)	$	40,284
	Accounts receivable, net			376,416		139,814		—			60,000	(b)		575,479
											(751	)(c)
	Amounts due from affiliates			—		94,960		—			(94,960	)(d)		—
	Deferred income taxes			42,790		24,211		—			(24,211	)(e)		42,790
	Inventories			464,394		149,429		—			55,465	(f)		669,288
	Prepaid expenses and other current assets			—		17,479		(17,479	)		—			—

		Total current assets		920,412		450,810		(17,479	)		(25,902	)		1,327,841
Investments in and advances with partially owned affiliates				—		106,808		(106,808	)		—			—
Property, plant and equipment, net				1,237,407		346,416		—			69,009	(g)		1,652,832
Costs in excess of net assets of acquired businesses				129,526		6,836		(2,222	)		142,160	(h)		276,300
Intangible pension asset				136,382		—		1,181			(1,181	)(i)		136,382
Prepaid pension asset				—		—		57,365			(45,549	)(i)		11,816
Other assets				—		57,383		(57,383	)		—			—
Miscellaneous receivables and other assets				71,958		—		106,826			—			178,784
Deferred income taxes				23,207		92,155		—			(92,155	)(e)		23,207
Intangible assets				5,199		—		1,041			25,901	(j)		32,141
Deferred charges and prepaid expenses				17,952		—		17,479			(7,871	)(k)		27,560

Total assets			$	2,542,043	$	1,060,408	$	—		$	64,412		$	3,666,863

Liabilities and Shareholders’ Equity
Current liabilities:
	Short-term debt and commercial paper		$	107,888	$	10,660	$	—		$	94,740	(l)	$	213,288
	Accounts payable and other liabilities			263,303		286,430		(143,186	)		(63,774	)(m)		342,022
											(751	)(c)
	Amounts due to affiliates			—		118,890		—			(118,890	)(d)		—
	Salaries, wages and benefits			257,517		—		97,837			(26,609	)(n)		328,745
	Income taxes			14,725		—		45,349			(45,349	)(o)		14,725
	Current portion of long-term debt			23,544		—		—			—			23,544

		Total current liabilities		666,977		415,980		—			(160,633	)		922,324
Long-term debt				350,515		3,573		—			434,905	(l)		788,993
Amounts due to affiliates				—		198,700		—			(198,700	)(d)		—
Accrued pension cost				270,179		—		17,377			1,723	(i)		289,279
Accrued postretirement benefits cost				413,319		—		156,084			(90,884	)(n)		478,519

S-32


			Timken			Torrington						Pro forma
			Historical			Historical			Reclassifications*			Adjustments			Pro forma

Deferred income taxes				—			37,690			—			(36,217	)(e)		1,473
Other non-current liabilities				21,980			202,269			(173,461	)		(23,236	)(p)		27,552

		Total liabilities		1,722,970			858,212			—			(73,042	)		2,508,140
Shareholders’ equity:
	Preferred stock (par)			—			—			—			—			—
	Stated capital			53,064			—			—			—			53,064
	Other paid-in capital			256,664			—			—			339,650	(q)		596,313
	Earnings invested in the business			736,212			216,493			—			(216,493	)(r)		736,213
	Accumulated other comprehensive (loss)			(226,867	)		(14,297	)		—			14,297	(r)		(226,867	)

		Total shareholders’ equity		819,073			202,196			—			137,454			1,158,723

Total liabilities and shareholders’ equity			$	2,542,043		$	1,060,408		$	—		$	64,412		$	3,666,863


*	Certain amounts related to Torrington have been reclassified to conform with our presentation.

S-33

NOTES TO THE PRO FORMA BALANCE SHEET


	a)	Pursuant to the purchase agreement, cash is to be excluded from the assets transferred, except for certain amounts described in the purchase agreement.

	b)	Pursuant to the purchase agreement, we will also acquire the securitized accounts receivable designated pool of accounts from Ingersoll-Rand. This receivable balance is not included in Torrington’s September 30, 2002 balance sheet.

	c)	Reflects the elimination of accounts receivable/payable between us and Torrington.

	d)	Reflects the elimination of Torrington’s amounts due from/to affiliates not assumed in the Torrington acquisition.

	e)	Reflects the adjustments to Torrington’s deferred income taxes resulting from the Torrington acquisition.

	f)	Reflects the adjustment of Torrington’s inventory to estimated fair market value.

	g)	Reflects the write-up of property, plant and equipment to estimated fair market value.

	h)	Reflects the amount of purchase price in excess of the fair value of net assets acquired (goodwill).

	i)	Reflects the elimination of Torrington’s prepaid and intangible pension assets and projected benefit obligation related to retired, deferred vested and inactive participants, which will not be assumed by us in the Torrington acquisition. Pursuant to the purchase agreement, no U.S. pension assets are to be transferred to us. This also reflects an adjustment to estimated fair value for the projected benefit obligation related to active employees for certain plans to be assumed by us in the Torrington acquisition.

	j)	Reflects the identifiable intangible assets acquired, at estimated fair market value.

	k)	Reflects the elimination of Torrington’s prepaid assets not assumed in the Torrington acquisition.


	l)	Reflects the elimination of Torrington’s debt not assumed in the Torrington acquisition, our issuance of new debt in this offering to finance a portion of the Torrington acquisition and our refinancing of commercial paper, as follows:


	Current			Long-term


	(in thousands)
Torrington debt amounts not assumed by us	$	(3,660	)	$	(3,573	)
Our issuance of senior unsecured notes		—			250,000
Our refinancing of commercial paper		(26,600	)		—
Our draw under our new revolving credit facility (including $26.6 million to refinance commercial paper)		—			188,478
Our draw under our new accounts receivable facility		125,000			—

	$	94,740		$	434,905


	m)	Reflects the elimination of certain Torrington payables not assumed in the Torrington acquisition, in accordance with the purchase agreement.

	n)	Reflects the elimination of Torrington’s accumulated postretirement benefit obligation related to retired and inactive participants, which will not be assumed by us in the Torrington acquisition. This also reflects an adjustment to estimated fair value for the accumulated postretirement benefit obligation related to active employees for certain plans to be assumed by us in the Torrington acquisition.

	o)	Reflects the elimination of Torrington’s accrued income taxes not assumed by us in the Torrington acquisition.

	p)	Reflects the elimination of certain long-term liabilities not to be assumed by us in the Torrington acquisition, including principally environmental liabilities and certain postemployment benefits. Pursuant to the agreement, we will be responsible for 30% of those environmental liabilities that are unknown at the time of the closing, up to a limit of $10 million. No known environmental liabilities will be assumed by us in the Torrington acquisition.

S-34



	q)	Reflects the common stock to be issued by us to Ingersoll-Rand and in the public offering of our common stock to finance a portion of the Torrington acquisition, based on a per share price of $18.15, the last reported sale price per share of our common stock on January 27, 2003, without reduction for the fees and expenses of the common stock offering, including underwriting discounts and commissions. Assuming a per share price of $16.90, the last reported sale price per share of our common stock on February 4, 2003, the pro forma adjustment for other paid-in capital would have been $325.9 million.


	r)	Reflects the elimination of the historical equity of Torrington.

S-35

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

For the Year Ended December 31, 2001

(in thousands, except share data)


		Timken			Torrington						Pro Forma
		Historical			Historical			Reclassifications*			Adjustments			Pro Forma

Net sales		$	2,447,178		$	1,088,712		$	—		$	(10,624	)(a)	$	3,525,266
Cost of products sold			2,046,458			885,009			22,400			(14,766	)(b)		2,939,101

Gross profit			400,720			203,703			(22,400	)		4,142			586,165
Selling, administrative and general expenses			363,683			106,912	**		—			2,925	(c)		473,520
Impairment and restructuring charges			54,689			19,338			—			—			74,027


Operating (loss) income			(17,652	)		77,453			(22,400	)		1,217			38,618
Interest expense			(33,401	)		(18,306	)		—			(11,688	)(d)		(63,395	)
Interest income			2,109			—			—			—			2,109
Receipt of CDO payment (net of expense)			29,555			—			47,700			(47,700	)(e)		29,555
Other (expense) income			(7,494	)		25,209			(25,300	)		—			(7,585	)

(Loss) Income before income taxes			(26,883	)		84,356			—			(58,171	)		(698	)
Provision for income taxes			14,783			36,537			—			(23,268	)(f)		28,052

	Net (loss) income	$	(41,666	)	$	47,819		$	—		$	(34,903	)	$	(28,750	)

Earnings per share		$	(0.69	)										$	(0.37	)
Earnings per share — assuming dilution		$	(0.69	)										$	(0.37	)
Average shares outstanding			59,947,568										(g)		78,661,067
Average shares outstanding — assuming dilution			59,947,568										(g)		78,661,067


	*	Certain amounts related to Torrington have been reclassified to conform with our presentation for the receipt of CDO payment.


**	Amount includes $21.8 million for the year ended December 31, 2001 of allocated Ingersoll-Rand costs for services provided to Torrington. We estimate that we would have incurred $7.4 million for the year ended December 31, 2001 to provide these services to Torrington.

S-36

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2002

(in thousands, except share data)


		Timken			Torrington					Pro Forma
		Historical			Historical			Reclassifications		Adjustments			Pro Forma

Net sales		$	1,905,177		$	912,436		$	—	$	(7,438	)(a)	$	2,810,175
Cost of products sold			1,550,972			766,099			—		(14,808	)(b)		2,302,263

Gross profit			354,205			146,337			—		7,370			507,912
Selling, administrative and general expenses			266,379			88,363	*		—		1,605	(c)		356,347
Impairment and restructuring charges			24,986			3,229			—		—			28,215

Operating income			62,840			54,745			—		5,765			123,350
Interest expense			(23,996	)		(12,999	)		—		(9,886	)(d)		(46,881	)
Interest income			991			—			—		—			991
Receipt of CDO payment			—			—			—		—			—
Other (expense) income			(12,490	)		4,373			—		—			(8,117	)

Income before income taxes			27,345			46,119			—		(4,121	)		69,343
Provision for income taxes			12,360			18,118			—		(1,649	)(f)		28,829

Income before cumulative effect of change in accounting principle		$	14,985		$	28,001		$	—	$	(2,472	)	$	40,514

Before cumulative effect of change in accounting principle:
	Earnings per share	$	0.25										$	0.51
	Earnings per share — assuming dilution	$	0.25										$	0.51
	Average shares outstanding		60,459,277									(g)		79,172,776
	Average shares outstanding — assuming dilution		60,998,543									(g)		79,712,042


	*	Amount includes $16.3 million for the nine months ended September 30, 2002 of allocated Ingersoll-Rand costs for services provided to Torrington. We estimate that we would have incurred $5.5 million for the nine months ended September 30, 2002 to provide these services to Torrington.

S-37

NOTES TO PRO FORMA STATEMENTS OF OPERATIONS

(a) Reflects the elimination of sales by us to Torrington.

(b) Reflects the following:


	December 31, 2001			September 30, 2002


	(in thousands)
i) Elimination of cost of products sold by us to Torrington	$	(8,626	)	$	(6,040	)
ii) Adjustment to depreciation expense for property, plant and equipment purchased in the Torrington acquisition, based on a composite useful life of 12 years		(9,747	)		(10,096	)
iii) Adjustment to recognize additional pension expense		9,425			4,786
iv) Elimination of periodic postretirement benefits costs related to retirees not assumed by us in the Torrington acquisition and adjustment to increase postretirement benefits costs related to active employees acquired based on our plan provisions		(5,818	)		(3,458	)

	$	(14,766	)	$	(14,808	)


	December 31, 2001			September 30, 2002


	(in thousands)
i) Amortization of acquired identifiable intangible assets based on an estimated useful life of 10 years	$	2,741		$	2,056
ii) Adjustment to recognize additional pension expense		947			702
iii) Elimination of periodic postretirement benefits costs related to retirees not assumed by us in the Torrington acquisition and adjustment to increase postretirement benefits costs related to active employees acquired based on our plan provisions		(763	)		(1,153	)

	$	2,925		$	1,605

(d) Reflects interest expense on the pro forma acquisition debt instruments as follows:


	December 31, 2001			September 30, 2002


	(in thousands)
i) $250.0 million aggregate principal amount of unsecured senior notes at 7.5%	$	18,750		$	14,063
ii) $188.5 million in borrowings under our new senior credit facility at 4.0%		7,539			5,654
iii) Commitment fee on $311.5 million of unused revolver at 0.375%		1,168			876
iv) $125.0 million in borrowings under our new accounts receivable facility at 2.0%		2,500			1,875
v) Elimination of Torrington’s interest expense		(17,737	)		(12,183	)
vi) Elimination of commercial paper interest expense at 2.0%		(532	)		(399	)

	$	11,688		$	9,886

(e) Reflects the elimination of receipts in 2001 under the CDO. Pursuant to the purchase agreement, the approximately $72.1 million payment received by Torrington under the CDO in the fourth quarter of

S-38

2002 will be retained by Ingersoll-Rand. We will pay to Ingersoll-Rand eighty percent (80%) of any amounts received by Torrington under the CDO for 2003 and 2004.

(f) Reflects the income tax effects of the pro forma adjustments, based on an effective tax rate of 40%.

(g) Reflects our average shares outstanding and average shares outstanding — assuming dilution, based on 7,713,499 shares issued to Ingersoll-Rand based on a per share price for the shares of common stock to be sold in the concurrent offering of our common stock of $18.15, the last reported sale price on January 27, 2003, and 11 million shares issued to the public in the common stock offering. Assuming a per share price of $16.90, the last reported sale price per share of our common stock on February 4, 2003, the number of shares of common stock to be issued by us to Ingersoll-Rand would have been 8,284,024.

S-39

SELECTED HISTORICAL FINANCIAL INFORMATION OF TIMKEN

The following selected consolidated historical financial data shown below as of and for each of the three years ended December 31, 2001 have been derived from our audited consolidated financial statements and the related notes included in this prospectus supplement. The following selected consolidated historical financial data as of September 30, 2002 and for the nine month periods ended September 30, 2001 and 2002 have been derived from our unaudited financial statements and the related notes included in this prospectus supplement. Our unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2001 and 2002 include, in our opinion, all adjustments necessary for a fair presentation of the results for each period. You should read the following data in conjunction with “Management Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statements and the related notes included or incorporated by reference in this prospectus supplement.



										Nine Months Ended
	Year Ended December 31,									September 30,

	1999			2000			2001			2001			2002


	(in thousands, except per share and ratio data)
Statement of Operations Data:
Net sales	$	2,495,034		$	2,643,008		$	2,447,178		$	1,873,603		$	1,905,177
Cost of products sold		2,002,366			2,142,135			2,046,458			1,553,555			1,550,972
Selling, administrative and general expenses		359,910			367,499			363,683			276,655			266,379
Impairment and restructuring charges		—			27,754			54,689			49,405			24,986
Operating (loss) income		132,758			105,620			(17,652	)		(6,012	)		62,840
Interest expense		27,225			31,922			33,401			25,813			23,996
Income (Loss) before income taxes and cumulative effect of change in accounting principle, as reported		98,991			70,597			(26,883	)		(35,526	)		27,345
Provision for income taxes		36,367			24,709			14,783			7,358			12,360
Income (Loss) before cumulative effect of change in accounting principle, as reported		62,624			45,888			(41,666	)		(42,884	)		14,985
Cumulative effect of change in accounting principle		—			—			—			—			(12,702	)
Net income (loss)		62,624			45,888			(41,666	)		(42,884	)		2,283
Earnings per share, as reported⁽¹⁾		1.01			0.76			(0.69	)		(0.71	)		0.04
Diluted earnings per share, as reported ⁽¹⁾		1.01			0.76			(0.69	)		(0.71	)		0.04
Dividends per share		0.72			0.72			0.67			0.54			0.39
Weighted-average shares outstanding		61,795			60,557			59,948			59,980			60,459
Diluted weighted-average shares outstanding⁽²⁾		62,026			60,723			59,948			59,980			60,999
Balance Sheet Data (as of end of period):
Working capital	$	348,455		$	311,090		$	187,224		$	170,191		$	253,435
Property, plant and equipment (less depreciation)		1,381,474			1,363,772			1,305,346			1,305,345			1,237,407
Total assets		2,441,318			2,564,105			2,533,084			2,534,068			2,542,043
Total debt		449,890			514,604			497,015			590,348			481,947
Shareholders’ equity		1,045,981			1,004,682			781,735			914,700			819,073
Other Data:
Net cash provided by operating activities	$	277,418		$	153,112		$	179,871		$	35,523		$	89,056
Net cash used by investing activities		(194,112	)		(152,506	)		(99,334	)		(63,002	)		(40,600	)
Net cash (used) provided by financing activities		(75,975	)		3,037			(55,487	)		44,268			(45,891	)
EBITDA⁽³⁾		273,069			250,087			156,876			102,632			161,306
Depreciation and amortization		149,949			151,047			152,467			114,015			110,956
Capital expenditures		173,222			162,717			102,347			76,108			54,140
Ratio of earnings to fixed charges⁽⁴⁾		3.85			2.96				⁽⁵⁾			⁽⁶⁾		2.15

S-40


(1)	Earnings per share, as reported, is calculated by dividing net income (loss), which includes goodwill amortization in all periods prior to January 1, 2002, by the weighted-average number of shares of common stock outstanding. Diluted earnings per share, as reported, is calculated by dividing net income (loss), which includes goodwill amortization in all periods prior to January 1, 2002, by the weighted-average number of shares of common stock outstanding, adjusted for the dilutive impact of the potential issuance of shares of common stock upon exercise of outstanding stock options. Basic and diluted earnings per share calculate to the same amount for the periods shown. Excluding goodwill amortization, basic and diluted earnings per share would have increased by $0.08 per share for the years ended December 31, 1999, 2000 and 2001, and by $0.05 per share for the nine months ended September 30, 2001. See Note 5 to our audited consolidated financial statements included in this prospectus supplement.

(2)	Computed by adjusting the weighted-average number of shares of common stock outstanding for the dilutive impact of the potential issuance of shares of common stock upon exercise of outstanding stock options.


(3)	EBITDA is a measurement not calculated in accordance with GAAP. We define EBITDA as operating income (loss) less other expense (income) plus depreciation and amortization. We do not exclude from operating income (loss) for purposes of calculating EBITDA (a) reorganization expenses for the years ended December 31, 2000 and 2001 of $11.1 million and $12.6 million, respectively, and for the nine months ended September 30, 2001 and 2002 of $7.6 million and $14.3 million, respectively, and (b) impairment and restructuring expenses for the years ended December 31, 2000 and 2001 of $27.8 million and $54.7 million, respectively, and for the nine months ended September 30, 2001 and 2002 of $49.4 million and $24.9 million, respectively. We also do not exclude from other income (expense) the CDO payment of $29.6 million (net of expenses) for the year ended December 31, 2001. We do not intend EBITDA to represent cash flows from operations as defined by GAAP, and you should not consider it as an alternative to net income, cash flows from operations or any other items calculated in accordance with GAAP, or as an indicator of our operating performance. Our definition of EBITDA may not be comparable with EBITDA as defined by other companies. We believe EBITDA is commonly used by financial analysts and others in the bearing and steel industries and thus provides useful information to investors. Management uses EBITDA as one measure of our leverage capacity and debt servicing ability. Following is a reconciliation of EBITDA to operating income (loss):



											Nine Months Ended
		Year Ended December 31,									September 30,

		1999			2000			2001			2001			2002


		(in thousands)
Operating income (loss)		$	132,758		$	105,620		$	(17,652	)	$	(6,012	)	$	62,840
	Other income (expense)		(9,638	)		(6,580	)		22,061			(5,371	)		(12,490	)
	Depreciation and amortization		149,949			151,047			152,467			114,015			110,956

EBITDA		$	273,069		$	250,087		$	156,876		$	102,632		$	161,306


(4)	For purposes of calculating the ratio of earnings to fixed charges, “earnings” consist of income or loss before income taxes, extraordinary items, cumulative effects of accounting changes, amortization of capitalized interest and fixed charges excluding capitalized interest. “Fixed charges” consist of interest, both expensed and capitalized, and an estimate of the interest within rental expense.

(5)	Earnings were inadequate to cover fixed charges for the year ended December 31, 2001. The coverage deficiency totaled $25,022,000 for that period.

(6)	Earnings were inadequate to cover fixed charges for the nine-month period ended September 30, 2001. The coverage deficiency totaled $34,050,000 for that period.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and related notes and other financial data of Timken and Torrington each included elsewhere and incorporated by reference in this prospectus supplement.

Overview

We are a leading global manufacturer of highly engineered bearings, alloy and specialty steel and related components. We are the world’s largest manufacturer of tapered roller bearings and alloy seamless mechanical steel tubing and the largest North American-based bearings manufacturer, and we employed approximately 18,000 people as of December 31, 2002.

We had net sales of $2.5 billion, $2.6 billion and $2.4 billion for the years ended December 31, 1999, 2000 and 2001 and $1.9 billion for the nine months ended September 30, 2002. We reported net income (loss) before cumulative effect of change in accounting principle of $62.6 million $45.9 million and ($41.7 million) for the years ended December 31, 1999, 2000 and 2001 and $15.0 million for the nine months ended September 30, 2002. We manufacture two basic product lines: anti-friction bearings and steel products, and we report our business in three segments: automotive bearings, industrial bearings and steel. Automotive bearings, industrial bearings and steel represented 31%, 36% and 33%, respectively, of our net sales for the year ended December 31, 2001 and 33%, 35% and 32%, respectively, of our net sales for the nine months ended September 30, 2002.

Industry Environment

In the second half of 2000, the United States and many global markets began to experience an industrial manufacturing recession and a decline in the automotive, rail and industrial businesses. Although in 2002 the automotive industry recovered from the downturn, we believe that output in the global automotive industry will be softer in 2003 compared to 2002. Moreover, the rail and industrial markets have shown few signs of recovery. This current prolonged economic weakness may continue to adversely affect most of the industries to which we sell our products.

Our results for the first nine months of 2002 benefited from some improvement in the automotive industry, both in our anti-friction bearings and steel segments. North American light truck production rebounded from the reduced levels experienced in the second half of 2000 and full year 2001. As expected, the stricter emissions standards for heavy trucks enacted in the fourth quarter of 2002, which were anticipated by the market and its customers, led to an increase in North American heavy truck sales in the third quarter of 2002, and fourth quarter heavy truck sales are likely to show a decrease compared to the third quarter of 2002. As described above, the weakened industrial market demand that adversely affected our earnings in the second half of 2000 and full year 2001 show few signs of recovery, and as a consequence, demand for industrial bearings, including our rail and aerospace products, remains weak. We expect aerospace sales also to drop as our customers cut the production of passenger planes due to continued adverse conditions in the aerospace industry.

The automotive, aerospace, heavy equipment and many other industries to which we sell our products are cyclical and tend to decline in response to overall declines in industrial production. As a result, our business is also cyclical and impacted by overall levels of industrial production. Our revenues may be negatively affected by changes in customer demand, changes in product mix and negative pricing pressure in the industries in which we operate. We mitigate our exposure to the cyclicality of the markets for our products by diversifying across and within industry market segments, increasing our aftermarket sales and producing more highly engineered, customer-specific products to certain customers while producing other products in large volumes and thus at lower cost. For the year ended December 31, 2001, no one customer represented more than 5.3% of our net sales (6.6% pro forma for the Torrington acquisition).

Strategic Manufacturing Initiative

Beginning in the second quarter of 2001, we undertook a strategic manufacturing initiative to allow us to more profitably execute our business strategies. The principal objectives of our strategic manufacturing

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initiative, attained primarily through internal cost cutting and reorganization, are creating focused factories for each product line or component; reducing our fixed costs; increasing production at our lowest cost plants; and implementing more efficient, higher quality manufacturing processes, through a program we call Lean Six Sigma.

As part of this strategic manufacturing initiative, we have closed or sold seven facilities in higher cost locations in the United States and Western Europe, and have expanded our bearings operations in lower cost areas of the world, such as Eastern Europe, South America and Asia. We have also reduced our workforce by approximately 1,700 associates since the second quarter of 2001. Through Lean Six Sigma, our program for driving efficiency and higher quality manufacturing, we seek to continue to improve our overall manufacturing processes by reducing cycle time, inventory and floor space, in order to optimize asset utilization. We took approximately $107.4 million in restructuring, impairment and reorganization charges from our strategic manufacturing initiative from the second quarter of 2001 through December 31, 2002.

Torrington Acquisition

On October 16, 2002, we entered into a purchase agreement with Ingersoll-Rand to acquire Torrington, a leading worldwide producer of needle roller, heavy-duty roller and ball bearings and motion control components and assemblies. We will pay Ingersoll-Rand $700 million in cash, subject to adjustment, and approximately $140 million in shares of our common stock for Torrington.

Torrington had net sales of $1.1 billion for the year ended December 31, 2001 and $912.4 million for the nine months ended September 30, 2002, employs approximately 10,500 people and operates 27 plants throughout the world. Torrington reported net income of $47.8 million for the year ended December 31, 2001 and $28.0 million for the nine months ended September 30, 2002, with its 2001 net sales about evenly split between its automotive division and its industrial division.

We intend to finance the cash portion of the Torrington acquisition in part with the net proceeds of this offering and borrowings under our new senior credit facility. As a result, the acquisition will increase our level of indebtedness and will increase our exposure to the risks of global operations. However, we expect that the Torrington acquisition will increase the range of our manufacturing capabilities, adding complementary products and a strong technical sales force that will allow us to better serve our customers. The integration of Torrington into our business will be a significant challenge for us. We currently expect that, in connection with the Torrington acquisition, we will utilize cash resources of approximately $130 million on integration and implementation activities over the next four years.

On October 17, 2002, S&P publicly announced that it placed our ratings on CreditWatch with negative implications. Additionally, Moody’s announced that it had placed our debt ratings under review for possible downgrade. These announcements were in response to our announcement of the Torrington acquisition. We believe that we have structured the transaction financing in a manner that will enable us to maintain an investment grade rating following the Torrington acquisition, although we cannot assure you that the rating agencies will agree with our view. Ratings reflect the view of the applicable rating agency at the time a rating is issued, and any explanation of the significance of a rating may be obtained only from the rating agency itself. A credit rating is not a recommendation to buy, sell or hold securities.

We intend to make an election under Section 338(h)(10) of the U.S. Internal Revenue Code to allow for the treatment of that portion of the Torrington acquisition that is a stock acquisition as if it were an asset acquisition. Accordingly, for tax purposes, our basis in the acquired U.S. assets will be stepped up to their fair market values, and we will be able to depreciate those assets using a higher basis than the historical amounts and reduce the amount of goodwill subject to 15-year amortization for tax purposes. We expect that this election will result in a substantial reduction in our cash payments for income taxes and therefore will increase our cash available for debt service or investment in our business over the next few years. We cannot, however, accurately determine the precise benefit of this election until we have completed a valuation of the underlying assets.

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Recent Strategic Joint Ventures

On April 8, 2002, we announced an agreement with NSK Ltd. to form a joint venture to build a plant near Shanghai, China to manufacture certain tapered roller bearing product lines. Construction of the plant began in December 2002, and production is expected to begin in the first quarter of 2004. Ownership of this joint venture, Timken-NSK Bearings (Suzhou) Co. Ltd., is divided evenly between NSK Ltd. and us.

On June 27, 2002, we announced an agreement with two Japan-based companies, Sanyo Special Steel Co., Ltd. and Showa Seiko Co., Ltd., to form a joint venture, Advanced Green Components, LLC, to supply forged and machined rings for bearing manufacture. The joint venture acquired the assets of our Winchester, Kentucky plant and commenced operations in late October 2002.

Pension Obligations

We sponsor a number of defined benefit pension plans that cover most of our U.S. and certain non-U.S. associates. Most of our other non-U.S. associates are covered by government plans. We also sponsor several unfunded post-retirement plans that provide health care and life insurance benefits for eligible retirees and dependents. The measurement of liabilities related to these plans is based on management’s assumptions, in consultation with its actuary, related to future events, including return on pension plan assets, rate of compensation increases and health care cost trend rates. The discount rate is determined using a model that matches corporate bond securities against projected pension and postretirement disbursements. See “— Critical Accounting Policies and Estimates” below. Actual pension plan asset performance increased unamortized pension losses at the end of 2002, which ultimately affects net income in subsequent years.

Generally accepted accounting principles for defined benefit plans require the creation of a minimum pension liability when a defined employee benefit plan does not have sufficient assets available to cover the accumulated benefit obligation. To the extent a plan has unrecognized prior service costs, an intangible pension asset is recorded. The remaining difference is then charged to other comprehensive income (loss), which is a component of shareholders’ equity. In 2001, lower investment performance, caused by lower stock market returns and a decline in prevailing interest rates, reduced our pension fund asset values and increased our accumulated benefit obligation, which required that we take a non-cash after-tax charge to accumulated other comprehensive loss of $122.5 million. Primarily as a result of a negative return on our pension fund assets and a further reduction in interest rate levels, we were required to further reduce shareholders’ equity by $254.3 million as of December 31, 2002. In addition, we expect that these factors will cause an increase in our pension expense in 2003. See “— Critical Accounting Policies and Estimates.”

These same factors of lower investment performance and a decline in prevailing interest rates increased our defined benefit pension obligations. This increase, as well as our ongoing practice of managing our funding obligations over time, led us to determine to prepay a portion of our funding obligations under our pension plans. In 2002, we contributed $51.9 million in cash and an aggregate of $54.5 million in treasury shares and a small number of newly issued shares to our pension plans for this purpose. We currently expect to make substantial additional cash contributions to our pension plans in the near-term, but we cannot predict whether changing economic conditions or other factors will require or lead us to make contributions in excess of our current expectations, diverting funds we would otherwise apply to other uses.

Foreign Currency Translation

Our reporting currency is the U.S. dollar. However, the functional currency of the majority of our international subsidiaries is their local currency. We translate the amounts included in the consolidated statements of operations of our foreign subsidiaries into U.S. dollars on a monthly basis at weighted-average exchange rates that we believe are representative of the actual exchange rates on the dates of translation. Our international subsidiaries’ assets and liabilities are translated into U.S. dollars from the local currency at period-end exchange rates, and we record the resulting foreign exchange translation adjustments in our consolidated balance sheets as a component of accumulated other comprehensive loss. We incurred a $5.3 million foreign currency exchange loss in our operating results for the first nine months of 2002, compared to a loss of $5.6 million in the same period in 2001.

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We and certain of our subsidiaries enter into forward exchange contracts to manage our exposure to currency rate fluctuations, primarily related to the purchases of inventory and equipment. The purpose of these foreign currency hedging activities is to minimize the effect of exchange rate fluctuations on business decisions and the resulting uncertainty on future financial results. At December 31, 2001, we had forward foreign exchange contracts, all having maturities of less than one year, with notional amounts of approximately $19.5 million. The forward foreign exchange contracts were primarily entered into by our European subsidiaries to manage Euro, U.S. dollar and British pound exposures. The realized and unrealized gains and losses on these contracts are deferred and included in inventory or property, plant and equipment, depending on the transaction. These deferred gains and losses are reclassified from accumulated other comprehensive loss and recognized in earnings when the future transactions occur, or through depreciation expense.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The following paragraphs include a discussion of some critical areas that require a higher degree of judgment, estimates and complexity.

Our revenue recognition policy is to recognize revenue when title passes to the customer. This happens generally at the shipping point, except for certain exported goods, for which it happens when the goods reach their destination. Selling prices are fixed based on purchase orders or contractual arrangements. Write-offs of accounts receivable have historically been low.

It is our policy to recognize restructuring costs in accordance with Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs incurred in a Restructuring)” and the SEC Staff Accounting Bulletin No. 100, “Restructuring and Impairment Charges.” Detailed contemporaneous documentation is maintained and updated on a monthly basis to ensure that accruals are properly supported. If management determines that there is a change in the estimate, the accruals are adjusted to reflect this change.

We sponsor a number of defined benefit pension plans that cover most associates, except for those at certain international locations who are covered by government plans. We also sponsor several unfunded postretirement plans that provide health care and life insurance benefits for eligible retirees and dependents. The measurement of liabilities related to these plans is based on management’s assumptions related to future events, including return on pension plan assets, rate of compensation increases and health care cost trend rates. The discount rate is determined using a model that matches corporate bond securities against projected pension and post-retirement disbursements. Actual pension plan asset performance increased unamortized pension losses at the end of 2002, which ultimately affects net income in subsequent years.

For measurement purposes in 2001, we assumed a weighted-average annual rate of increase in the per capita cost (health care cost trend rate) for medical benefits of 9.00% for 2001 through 2002, declining gradually to 6.00% in 2006 and thereafter for pre-age 65 benefits, 6.00% for post-age 65 benefits for all years, and 15.00% for 2001 and 2002, declining gradually to 6.00% in 2014 and thereafter for prescription drug benefits. The assumed health care cost trend rate has a significant effect on the amounts reported. A one percentage point increase in the assumed health care cost trend rate would have increased the 2001 total service and interest cost components by $2.1 million and would have increased the post-retirement benefit obligation by $28.1 million. A one percentage point decrease would provide corresponding reductions of $1.9 million and $25.4 million, respectively.

For expense purposes in 2002, we applied a discount rate of 7.5% and an expected rate of return of 9.5% for our pension plan assets. A 0.25% reduction in the discount rate would increase pension expense by approximately $1.7 million for 2002. A 0.25% reduction in the expected rate of return would increase pension expense by approximately $3.2 million for 2002. This analysis assumes all other factors, such as census information, plan design, contribution levels and timing, are being held constant. We continue to

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review our existing assumptions regarding rates of return and discount rates. Given current market conditions and interest rates, and in light of the Torrington acquisition, we will apply a discount rate of 6.6% and an expected long-term rate of return of 8.75% on our pension plan assets, for expense purposes in 2003. We expect that these changes will increase our pretax pension expense by approximately $25 million in 2003.

SFAS, No. 109, “Accounting for Income Taxes,” requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. We estimate actual current tax due and assess temporary differences resulting from the treatment of items for tax and accounting purposes, which differences result in deferred tax assets and liabilities that are included within the balance sheet. Based on known and projected earnings information and prudent tax planning strategies, we then assess the likelihood that the deferred tax assets will be recovered. To the extent that we believe recovery is not likely, we establish a valuation allowance. In the event that we determine that we would be able to realize deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period in which such determination was made. Likewise, should we determine that we would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period in which such determination was made. At December 31, 2001, we had net deferred tax assets, after valuation allowances, of $70.1 million. Net deferred tax assets for these periods relate primarily to pension and post-retirement benefits, which we believe will result in future tax benefits.

Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets. Historically, actual results have not differed significantly from those determined using the estimates described above.

Additional accounting policies are described in the “Significant Accounting Policies” note to the consolidated financial statements included and incorporated by reference in this prospectus supplement.

Results of Operations


	*Business Segments*

Automotive Bearings — Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001. Our automotive bearings segment includes products for passenger cars, light and heavy trucks and trailers. Global sales for our automotive segment for the first nine months of 2002 increased by 11.3% to $630.0 million, from $565.8 million in the first nine months of 2001. Widespread incentive programs on light vehicles and changing environmental regulations on heavy trucks drove North American demand in the first nine months of 2002. North American light truck production was up approximately 11% in the first nine months of 2002 compared to the same period in 2001. Medium and heavy truck production continued to be weak worldwide during this period. In North America, medium and heavy truck production decreased by 10% in the first nine months of 2002 compared to the same period in 2001. Latin American automotive markets continued to be negatively impacted by the current economic and political situations in that region.

Excluding $24.7 million and $25.1 million in restructuring and implementation charges for the first nine months of 2002 and 2001, respectively, and before interest and taxes, automotive bearings had earnings of $21.0 million in the first nine months of 2002, compared to a loss of $9.4 million in the first nine months of 2001. Including these charges, our automotive bearings segment had a loss before interest and taxes of $3.6 million in the first nine months of 2002, compared with a loss before interest and taxes of $34.6 million in the first nine months of 2001. This increase in EBIT (which we define as operating income plus other income (expense)), excluding restructuring and implementation charges, resulted from increased sales volume compared to the same period a year ago, increased savings enhanced by the strategic manufacturing initiative and aggressive business cost control. These increases more than offset the adverse impact of capacity constraints related to the strategic manufacturing initiative, foreign currency losses and costs incurred to meet higher than expected customer demand.

Selling, administrative and general expenses for our automotive bearings segment in the first nine months of 2002 were comparable to the same period in 2001. This business focused on controlling

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discretionary spending and realizing savings from the salaried workforce reduction in connection with our strategic manufacturing initiative, which offset the increased implementation charges and performance-based pay reserves as a result of stronger operating performance in the first nine months of 2002.

Automotive Bearings — Year Ended December 31, 2001 Compared to Year Ended December 31, 2000. The decline in global automotive demand that began in the second half of 2000 continued to negatively impact sales of automotive bearings during 2001. Global automotive bearings sales for 2001 fell 10.6% to $751.0 million from $839.8 million in 2000. North American automotive bearings sales were down compared to 2000. Production levels were adversely impacted by increased import and transplant penetration in light vehicles and vehicle inventory reduction. Light truck production was down 8%, medium and heavy truck production was down 35% and trailer production was down 44% from 2000 levels. In Europe, automotive bearing sales decreased compared to 2000 levels. Excluding $31.0 million in restructuring, impairment and implementation charges and the favorable $3.0 million allocated portion of the CDO payment, EBIT for our automotive bearings segment reflected a loss of $11.9 million in 2001. Excluding $3.0 million in restructuring, impairment and implementation charges in 2000, EBIT for our automotive bearings segment reflected income of $27.6 million. Including these special charges in 2001 and 2000 and the CDO payment in 2001, EBIT was a loss of $39.9 million, compared to income of $24.6 million in 2000. The decline in EBIT was caused by lower sales volume, pricing pressures, higher electricity, natural gas and raw material costs and reduced plant activity, resulting in higher unabsorbed manufacturing costs. In 2001, a change was made to the corporate center cost allocation methodology to better align corporate costs, such as research and development, with the business receiving the direct benefit. Selling, administrative and general expenses for our automotive bearings segment were higher in 2001 than in 2000, primarily due to the increased allocation of corporate center expenses to the business and increased reorganization expense.

Industrial Bearings — Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001. Our industrial bearings segment includes industrial, rail, aerospace and super precision products as well as emerging markets in China, India and Central and Eastern Europe. Net sales for our industrial bearings segment for the first nine months of 2002 were $658.2 million, a decrease of 2.9% over the first nine months of 2001 net sales of $678.0 million. Although general industrial demand strengthened modestly in the first nine months of 2002 compared to the same period in 2001, this strength was offset by weaker demand from aerospace and rail customers.

Excluding $13.9 million and $29.6 million in restructuring and implementation charges for the first nine months of 2002 and 2001, respectively, and goodwill amortization of $3.6 million for the first nine months of 2001, EBIT for our industrial bearings segment was $37.7 million, compared to $37.6 million in the first nine months of 2001. Including these charges, EBIT for our industrial bearings segment was $23.8 million for the first nine months of 2002, compared to $4.4 million in the first nine months of 2001. This improvement in EBIT performance, despite relatively flat volumes, was driven by improved product mix and efficiency improvements from the strategic manufacturing initiative, as well as aggressive business cost control. Also, EBIT for the first nine months of 2002 was favorably impacted by the discontinuation of goodwill amortization. This improvement was dampened by the weakened demand in our aerospace and super precision products, which resulted in additional costs associated with surplus capacity, reduced work schedules and redundancy costs as operations were ramped down.

Our industrial bearings segment’s selling, administrative and general expenses in the first nine months of 2002 were comparable to the same period a year ago. The business has been focusing on controlling discretionary spending and realizing savings from the salaried workforce reduction in connection with our strategic manufacturing initiative, which offset the higher implementation charges and performance-based pay reserves as a result of stronger operating performance in the first nine months of 2002.

Industrial Bearings — Year Ended December 31, 2001 Compared to Year Ended December 31, 2000. Net sales for our industrial bearings segment were $882.3 million in 2001, a decrease of 4.5% from 2000 net sales of $923.5 million. Globally, demand for industrial products decreased in 2001. Sales of our aerospace and super precision products increased about 10% in 2001 compared to 2000, but were offset by the continued decline in sales of our rail products. North American railcar production in 2001 was at its

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lowest level since 1992. Excluding $33.6 million in restructuring, impairment and implementation charges and the favorable $28.0 million allocated portion of the CDO payment, EBIT for our industrial bearings segment was $37.7 million in 2001, compared to $72.4 million in 2000, which excluded $18.1 million in restructuring, impairment and implementation charges. Including these special charges in 2001 and 2000 and the CDO payment in 2001, EBIT was $32.1 million in 2001, compared to $54.3 million in 2000. Lower sales volume, unfavorable product mix, higher electricity and natural gas costs and lower production levels reduced profitability in 2001 compared to 2000. Improved EBIT performance in our aerospace and super precision products was not enough to offset the decline in profitability experienced in our overall industrial bearings segment. Selling, administrative and general expenses for our industrial bearings segment in 2001 were lower compared to 2000. Although the reserve for doubtful accounts increased year over year as a result of a rail customer’s bankruptcy filing in 2001, this increase was more than offset by the favorable impact on expenses resulting from the revised corporate center cost allocation methodology mentioned above.

Steel — Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001. Net sales for our steel segment, including intersegment sales, totaling $740.6 million in the first nine months of 2002 declined 0.5%, compared to net sales of $744.3 million in the same period in 2001. Sales to automotive and general industrial customers increased 21% and 14%, respectively, in the first nine months of 2002 compared to the first nine months of 2001. However, sales to other customers continued to be sluggish. Sales to the bearing industry, other than automotive suppliers, were weak, and sales of our aerospace products decreased 3% in the first nine months of 2002 compared to the same period in 2001. Additionally, sales to oil country and steel service center customers decreased nearly 38% in the first nine months of 2002 compared to the same period in 2001.

Excluding restructuring and implementation charges of $0.8 million for the first nine months of 2002, EBIT for our steel segment was $32.3 million. This compares with EBIT of $19.6 million in the first nine months of 2001, excluding restructuring and implementation charges of $2.2 million and goodwill amortization of $0.9 million. Including restructuring and reorganization charges and goodwill amortization, EBIT for our steel segment was $31.5 million for the first nine months of 2002, compared to $16.5 million in the same period in 2001. The increase in EBIT was the result of continuing cost-control actions. Our steel segment has reduced operating costs through a combination of price reductions, product substitution and lower consumption. Although scrap and alloy costs continued to increase in the first nine months of 2002 compared to the same period in 2001, natural gas costs were lower than in the first nine months of 2001 and contributed to the improved operating performance. Additionally, labor productivity increased during the first nine months of 2002 compared to the first nine months of 2001 due to efficiency improvements and increased production levels. We expect scrap and alloy costs to be higher in the fourth quarter of 2002 compared to 2001 levels.

Steel — Year Ended December 31, 2001 Compared to Year Ended December 31, 2000. Our steel segment’s net sales, including intersegment sales, decreased by 10.8% to $960.4 million in 2001, compared to $1.1 billion in 2000. Weaker customer demand in the last half of 2001 led to lower sales in nearly all of our steel business sectors. The exceptions were sales to aerospace and oil country customers, which increased modestly from 2000 levels. Automotive demand, which began softening in the fourth quarter of 2000 and continued throughout 2001, negatively impacted sales for our steel segment. Sales to bearing customers decreased. Imports continued to negatively affect the steel business by lowering market prices in the United States. In addition, the strong U.S. dollar continued to hurt our steel business’ competitiveness in global markets. In June 2001, President Bush directed the ITC to initiate an investigation on steel imports under Section 201 of the U.S. Trade Act, urging multilateral negotiations to reduce global excess steel capacity and calling for multilateral negotiations to address market-distorting factors in the world steel trade. Our steel segment contributed to the investigation by completing the ITC questionnaires. In late October 2001, the ITC voted and unanimously affirmed that injury had been caused by surges of low priced imports of hot-rolled and cold-finished steel bars. Excluding our steel segment’s portion of the restructuring, impairment and implementation charges of $2.7 million, EBIT in 2001 decreased 67.7% to $12.0 million, compared to $37.1 million in 2000, which excluded $17.8 million in special charges. Including restructuring, impairment and implementation charges, EBIT for our steel segment was

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$9.3 million, compared to $19.3 million in 2000. Due to pressure from imports, our steel segment has had to lower prices to maintain market share in certain segments, resulting in lower margins. The decline in EBIT was primarily due to lower sales volume and reduced operating levels in response to market conditions. However, continued cost-cutting actions and lower raw material and energy costs in the last half of 2001 favorably impacted EBIT performance. The average unit cost for natural gas was higher in 2001 compared to 2000, but reduced operating levels caused natural gas consumption in 2001 to be lower than 2000. Our steel segment’s selling, administrative and general expenses in 2001 decreased compared to 2000. Although there were increased costs associated with the alliance with Axicon Technologies, Inc. and the acquisition of Lecheres Industries SAS, these increases were offset by the cost savings obtained from various cost-reduction efforts implemented by the business during 2001. In addition, the 2001 revisions to corporate center cost allocation methodology mentioned above favorably impacted our steel segment expenses.

Consolidated Results of Operations

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001. We reported net sales of $1.9 billion for the first nine months of 2002, an increase of 1.7% from the same period in 2001. We reported net income for the first nine months of 2002 of $2.3 million after the cumulative effect of accounting change related to the impairment of goodwill, compared to a net loss of $42.9 million in the first nine months of 2001. In the first nine months of 2002, we incurred total pre-tax restructuring and implementation charges of $39.3 million. These charges included $25.0 million in the first nine months of 2002 related to impairment and restructuring charges and $14.3 million related to implementation expenses, which were reflected in our cost of products sold and selling, administrative and general expenses for the first nine months of 2002. The first nine months of 2001 included pre-tax charges of $57.0 million, of which $49.4 million represented impairment and restructuring charges and $7.6 million represented implementation charges. In addition, net income for the first nine months of 2002 was favorably impacted by the discontinuation of goodwill amortization, which was $4.6 million (pre-tax) in the first nine months of 2001.

Our gross profit was $354.2 million (18.6% of net sales) in the first nine months of 2002, compared to $320.0 million (17.1% of net sales) in the same period in 2001. Gross profit performance improved due to higher sales volume, cost containment and savings generated from our strategic manufacturing initiative. In addition, in the first nine months of 2002, gross profit was favorably impacted by the discontinuation of goodwill amortization, which was $4.6 million (pre-tax) in the first nine months of 2001.

Selling, administrative and general expenses were $266.4 million (14.0% of net sales) in the first nine months of 2002, compared to $276.7 million (14.8% of net sales) recorded in the first nine months of 2001. Although implementation charges increased $4.5 million in the first nine months of 2002 compared to the same period in 2001, as did performance-based pay reserves, these increases were offset by savings related to the salaried workforce reduction in connection with our strategic manufacturing initiative and continuing focused control on discretionary spending.

Foreign currency exchange losses included in our operating results for the first nine months of 2002 totaled $5.3 million, compared to an expense of $5.6 million in the same period in 2001. The lower expense in 2002 is primarily attributable to certain international subsidiaries having payables denominated in currencies other than their own functional currency.

As part of our strategic manufacturing initiative commenced in the second quarter of 2001, we announced our intention to close bearing plants in Columbus, Ohio and Duston, England, and to sell a tooling plant in Ashland, Ohio. In light of the market weakness experienced throughout 2001, we announced in June 2001 that we were stepping up the strategic manufacturing initiative. This included accelerating the previously announced closings in Columbus and Duston. The Columbus bearing plant ceased manufacturing operations on November 9, 2001, while the Duston plant ceased manufacturing operations in the fourth quarter of 2002. From the commencement of the strategic manufacturing initiative through September 30, 2002, we have closed or sold seven facilities in higher cost locations such as the United States and Western Europe, and have expanded our bearings operations in lower cost areas of the

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world, such as Eastern Europe, South America and Asia. From the second quarter of 2001 through September 30, 2002, we reduced our workforce by approximately 1,700 associates.

During the nine months ended September 30, 2002, we recorded $39.3 million in restructuring and implementation charges related to our strategic manufacturing initiative, compared to $57.0 million in the same period in 2001. Excluding these special charges, we recorded pre-tax income of $66.6 million (after-tax income of $41.3 million) in the first nine months of 2002, compared to $21.4 million ($8.9 million after tax) in the same period in 2001. Including these items, we reported net income of $2.3 million after the cumulative effect of change in accounting principle related to the impairment of goodwill, compared with a net loss of $41.7 million for the year ended December 31, 2001. We received payments of $29.6 million in the fourth quarter of 2001 and $50.2 million in the fourth quarter of 2002, in each case, net of expenses, resulting from the CDO. We may not receive any future payments under the CDO, and we cannot predict the amount of any such payments we may receive.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000. We reported net sales of $2.4 billion in 2001, a decrease of 7.4% from $2.6 billion in 2000. Continuing weakness in industrial demand and the U.S. manufacturing recession contributed to the decreased sales and profits for 2001. The strong U.S. dollar continued to hurt business competitiveness in global markets. We experienced declining demand in key sectors, including North American heavy truck and rail, as well as inventory balancing in the North American light truck and SUV market. Globally, demand for industrial products decreased in 2001. Aerospace and super precision sales increased modestly over 2000 levels. Sales of steel products in all markets except aerospace were significantly lower.

Gross profit in 2001 was $400.7 million, or 16.4% of net sales, down from $500.9 million, or 19.0% of net sales. The impact of the lower sales volume, fueled by weakened automotive and industrial product demand as well as reduced operating levels to control inventory, reduced profitability in 2001 compared to 2000. In 2001, gross profit included $7.7 million in reorganization and implementation costs, compared to $4.1 million in 2000. In 2001, the economic downturn resulted in a reduction of 777 positions, and our restructuring efforts led to an additional 762 reductions.

The operating loss for 2001 was $17.6 million, compared to income of $105.6 million in 2000. We recorded $54.7 million in restructuring and impairment costs and $12.6 million in implementation and reorganization costs in 2001, compared to $27.8 million in restructuring and impairment costs and $11.1 million in reorganization costs in 2000. Selling, administrative and general expenses decreased to $363.7 million, or 14.9% of net sales, in 2001, compared to $367.5 million, or 13.9% of net sales, in 2000. This decrease was primarily caused by reduced compensation expense.

During 2001, we had two active cost-reduction programs: an efficiency initiative announced in March 2000 and concluded during the first quarter of 2001, and our strategic manufacturing initiative announced in April 2001 to allow us to more profitably execute our business strategies. The efficiency initiative announced in March 2000 concluded during the first quarter of 2001, with total charges of $49.4 million, or $10.5 million in 2001, recorded for impairment, restructuring and reorganization. Of the $49.4 million total charges recorded between March 2000 and March 2001, $20.7 million were impairment expenses, $13.0 million related to restructuring expenses and $15.7 million were reorganization expenses. During the year, $2.0 million in restructuring expenses were reversed as a result of an overaccrual in severance for associates included in the efficiency initiative but not severed. Total severance payments of $13.0 million were disbursed as of December 31, 2001. Estimated savings related to this program realized through the end of 2001 approximated $26 million before taxes. During 2001, 106 positions were identified and eliminated due to the efficiency initiative. Combined with positions eliminated during 2000, this resulted in a total elimination of 694 positions as part of the efficiency initiative.

From the announcement of the strategic manufacturing initiative in April 2001 through the end of 2001, 856 associates left the company. Of that number, 618 people were from the Duston and Columbus plants, Canadian Timken Ltd. and associates included in the initiative for whom severance has been paid. The remaining 238 associates retired or voluntarily left the company by the end of the year, and their positions have been eliminated. We announced additional cost-saving actions under the strategic manufacturing initiative in August 2001. We took steps to further reduce capital spending, delay or scale

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back certain projects and reduce salaried employment. The reductions affected about 300 salaried associates concentrated in North America and Western Europe. The affected associates exited the company by the end of 2001.

From our strategic manufacturing initiative, we had achieved estimated annualized pre-tax savings of $21.0 million as of the end of 2001. The charges incurred for this initiative through December 31, 2001 totaled $56.8 million. Of that amount, $15.1 million were curtailment charges, $1.5 million were related to impaired assets, $30.8 million were severance expenses, $1.4 million were exit costs and the remaining $8.0 million were implementation charges classified as cost of products sold ($4.1 million) and selling, administrative and general expenses ($3.9 million). The curtailment charges of $15.1 million were for the pension and postretirement benefits related to the shutdown of the Columbus plant. The $30.8 million of severance costs and $1.4 million in exit costs were related to the shutdown of the Columbus and Duston plants as well as reductions in the salaried workforce. As of December 31, 2001, cash payments of $9.1 million had been made for severance, resulting in a remaining accrual balance of $21.4 million. Of the total $30.8 million in severance costs, $0.3 million was paid and expensed when incurred.

The majority of the increase in income reflected in other income (expense) in 2001 versus 2000 came from the $31.0 million CDO payment, as well as gain on sales of property in Canada and Germany. This income was partially offset by the increased foreign currency translation losses we recorded during 2001. Foreign currency translation losses related to non-hyperinflationary economies totaled $0.9 million in 2001, compared to income of $2.6 million in 2000. The increase in translation losses is related to the continued weakening of European currencies against a strong U.S. dollar and the devaluation of the Brazilian real during 2001. Our subsidiary in Romania is considered to operate in a highly inflationary economy. In 2001, we recorded unrealized exchange losses of $2.3 million related to the translation of Timken Romania’s financial statements, compared to a gain of $4.0 million in 2000. The expense was impacted by the strength of the U.S. dollar.

Although we recorded a loss before income taxes for the twelve months ended December 31, 2001, we recorded a consolidated tax provision as a result of our generating income in certain jurisdictions on which taxes must be provided and losses in other jurisdictions, which are not available to reduce overall tax expense.

Liquidity and Capital Resources

We continued to take actions during the first nine months of 2002 to control costs, generate cash and reduce debt, focusing on discretionary spending. Cash increased by $3.4 million in the first nine months of 2002, and debt decreased by $15.1 million to $481.9 million as of September 30, 2002, from $497.0 million as of December 31, 2001. Our total-debt-to-total-capital ratio at September 30, 2002 was 37.0%, although pro forma for the Torrington acquisition, the ratio would have been 47.0%. As of December 31, 2002, our total-debt-to-total-capital ratio increased to 43.1%, due primarily to the decrease in shareholders’ equity described above. Following the Torrington acquisition, to the extent possible, we intend to continue our efforts to reduce debt. We expect to satisfy any cash requirements in excess of cash generated from operating activities through drawings under our new revolving credit facility and any available borrowings under our new accounts receivable facility.


	*Capital Expenditures*

Our business requires ongoing capital investments to maintain our existing level of operations, introduce new products and implement productivity improvements. In the first nine months of 2002, these capital expenditures totaled $54.1 million, compared with $76.1 million in the first nine months of 2001. These investments totaled $102.3 million for the full year 2001. Capital expenditures in 2001 and the first nine months of 2002 focused on achieving manufacturing improvements by expanding our lower cost facilities, improving quality and reducing labor cost, in accordance with our strategic manufacturing initiative, and investing in new product programs. Our reductions in capital expenditures in recent periods reflect our drive for further efficiency and productivity, as well our efforts to control spending.

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We currently expect capital expenditures for 2003 and beyond to increase from previous levels in light of the Torrington acquisition, as well as the need to invest in new product programs.


	*Working Capital*

Total assets as shown on our consolidated condensed balance sheets increased by approximately $9.0 million from December 31, 2001 to September 30, 2002. Inventory balances at September 30, 2002 increased approximately 8% compared to year-end 2001 levels. Our number of days’ supply in inventory as of September 30, 2002 was 110 days compared to 105 days as of December 31, 2001. Total number of days’ supply in inventory at September 30, 2002 for our bearings segment was comparable with the prior year period, while inventory increased 11 days for our steel segment. The increase in inventories for our steel segment in the first nine months of 2002 was a result of the increase in operating levels to meet increased automotive customer demand. The number of days’ supply in inventory for our steel segment as of December 31, 2001 was extremely low as a result of depressed customer demand in the fourth quarter of 2001. Accounts receivable increased by $68.6 million in the first nine months of 2002. The increase was due primarily to the increase in sales levels. The number of days’ sales in receivables at September 30, 2002 was comparable to December 31, 2001, which was 51 days.

As shown on our unaudited consolidated condensed statement of cash flows, the increase in inventories used $35.2 million of cash during the first nine months of 2002. Other assets used $6.8 million in cash during the first nine months of 2002. This was primarily due to the funding of the e-business joint ventures and other affiliations, which was offset by the collection of the receivable related to the Ashland plant fixed assets sale, as well as other receivables collected during the period. Accounts payable and accrued expenses provided $46.1 million of cash in the first nine months of 2002, primarily due to an increase in amounts payable to suppliers and an increase in the amounts reserved for performance-based pay due to our better performance in the first nine months of 2002. This increase in accounts payable and accrued expenses was offset by the restructuring accrual payments made during the first nine months of 2002. Purchases of property, plant and equipment, net used $33.8 million of cash in the first nine months of 2002, a decrease of 45% from the $61.8 million spent during the same period in 2001.

In the first nine months of 2002, we contributed $51.9 million in cash and an aggregate of $54.5 million in treasury shares and a small number of newly issued shares of our common stock to our pension plans to prepay a portion of our funding obligations under our pension plans. Although the stock component of the pension plan contribution did not use any available cash, we may in future periods determine to fund such obligations in whole or in part with cash on hand that would otherwise be used for other purposes. We cannot predict precisely the level of such obligations for future periods. We currently expect to make substantial additional cash contributions in the near-term, but we cannot predict whether changing economic conditions or other factors will lead or require us to make contributions in excess of our current expectations, diverting funds we would otherwise apply to other uses.


	*Financing*

Our contractual debt obligations and contractual commitments outstanding as of September 30, 2002 were as follows (in millions):



				Payment Due by Period

				Less than 1		1-3		4-5		After 5
	Total			Year		Years		Years		Years


	(in millions)
Long-term debt	$	374.1		$	23.5	$	9.6	$	103.1	$	237.9
Commercial paper		26.6	⁽¹⁾		26.6		—		—		—
Other lines of credit		81.3	⁽²⁾		81.3		—		—		—
Operating leases	$	57.1		$	13.3	$	21.9	$	5.7	$	16.2


(1)	We expect all of such amounts to be repaid in connection with the Torrington acquisition.

(2)	We may incur additional borrowings under our new senior credit facility to repay all or a portion of such amounts.

Our capital lease obligations are immaterial.

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We entered into our existing $300 million senior credit facility, comprised of a revolving loan facility, including prime rate loans and eurodollar loans and a competitive bid option, on July 10, 1998 with a syndicate of financial institutions for which Keybank National Association, which we refer to as KeyBank, acts as agent. At September 30, 2002 under this facility, we had no amounts outstanding and $273.4 million available due to the current use of this facility to back-stop our commercial paper obligations. In connection with the Torrington acquisition, any amounts which may be outstanding under this facility at the closing of the acquisition will be repaid in full from the proceeds of our new senior credit facility described below, and our existing credit facility will be terminated. At September 30, 2002, we had $292.0 million of medium-term notes and $70.7 million of industrial revenue bonds outstanding, none of which we expect to repay in connection with the Torrington acquisition. We are currently in compliance with all our covenants under our existing credit facility and our other debt agreements, and we expect to remain so following the Torrington acquisition.

Excluding letters of credit and guarantees supporting current outstanding debt, we have approximately $31.5 million in various letters of credit and guarantees outstanding. We are also the guarantor of a $27.5 million letter of credit for PEL Technologies, LLC, one of our U.S. joint ventures.

On October 16, 2002, we entered into a purchase agreement with Ingersoll-Rand to acquire Torrington for $700 million in cash, subject to adjustment, and approximately $140 million in shares of our common stock. In connection with the Torrington acquisition, on December 31, 2002, we entered into a new $875 million senior credit facility, comprised of a one-year term loan facility of up to $375 million and a five-year revolving credit facility of up to $500 million, with a syndicate of financial institutions for which Bank of America, N.A. and KeyBank are acting as co-administrative agents, KeyBank is acting as paying agent and Banc of America Securities LLC and KeyBank are acting as joint lead arrangers and book managers, Merrill Lynch is acting as syndication agent, and Morgan Stanley Bank is acting as documentation agent. This facility provides for borrowings in foreign currencies of up to $100 million and the issuance of letters of credit of up to $150 million, each of which are sublimits of the revolving credit facility. The revolving credit facility expires five years from the initial funding date. All amounts outstanding under our new senior credit facility will be guaranteed by all of our existing and future direct and indirect domestic subsidiaries.

We expect to borrow under our new senior credit facility to fund, in part, the Torrington acquisition, and to fund our working capital, capital expenditures and other lawful requirements. Under the terms of our new senior credit facility, we are required to use the proceeds of the revolving credit facility to repay any amounts outstanding under, and then terminate, our existing senior credit facility. We also currently intend to use borrowings under our new senior credit facility to repay all of our outstanding commercial paper obligations upon the closing of the Torrington acquisition. We may also use borrowings under our new senior credit facility to repay up to $81.3 million of additional short-term debt.

We do not expect to borrow under the term loan component of our new senior credit facility unless we are unable to consummate this offering on or prior to the closing of the Torrington acquisition. We will be obligated to repay any amounts drawn under the term loan facility within one year. We intend to refinance with long-term debt issued in the capital markets any amounts drawn under the term loan facility as promptly as practicable after the drawing. If we do not borrow under the term loan component of our new senior credit facility, the term loan facility will expire upon consummation of the Torrington acquisition.

Acquiring Torrington will increase our level of debt as a consequence of the related financings we will undertake through this offering, our new senior credit facility and our new accounts receivable facility, as well as the working capital needs of Torrington. Subject to the limits contained in our senior credit facilities, accounts receivable facility and other debt agreements, we may also incur additional debt in the future.

On October 24, 2002, we filed a shelf registration statement with the SEC registering the sale of up to $900 million of common stock, preferred stock, debt securities, warrants, depositary shares, stock purchase contracts and stock purchase or equity units. This offering and the concurrent offering of our common stock are being made under that shelf registration statement.

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On December 19, 2002, The Timken Corporation, or TTC, a wholly owned consolidated subsidiary of ours, entered into an agreement to sell, on an ongoing basis, certain domestic trade receivables to a wholly-owned, special-purpose subsidiary, Timken Receivables Corporation, which we refer to as TRC. We are permitted to securitize up to $125 million of accounts receivable under this agreement. No trade receivables have yet been sold under the facility. We intend to borrow up to $125 million under this facility to finance a portion of the consideration for the Torrington acquisition.


	*Shareholders’ Equity*

Our balance sheet as of September 30, 2002 reflects a non-cash foreign currency translation adjustment of $2.7 million, which decreased shareholders’ equity, compared to a non-cash foreign currency translation adjustment of $13.3 million that decreased shareholders’ equity in the first nine months of 2001. Although the Brazilian real and Argentine peso continued to be devalued during the first nine months of 2002, the adverse impact was more than offset by the strength of currencies against the U.S. dollar in many of the other countries in which we operate. The opposite was true during the first nine months of 2001, when our results were negatively impacted by the continued weakening of currencies.

Total shareholders’ equity increased by approximately $37.3 million in the first nine months of 2002. The increase in equity was primarily the result of the contribution of treasury shares and a small number of newly issued shares, together valued at an aggregate of $54.5 million, to the pension plans for our associates and other stock transactions, net income of $2.3 million, the non-cash foreign currency translation adjustment of $2.7 million, a non-cash adjustment of $0.4 million related to outstanding and settled derivative instruments and the payment of $23.5 million in dividends.

Quantitative and Qualitative Disclosures About Market Risk

Changes in short-term interest rates related to three separate funding sources impact our earnings. These sources are: commercial paper issued in the United States, floating rate tax-exempt U.S. municipal bonds with a weekly reset mode and short-term bank borrowings at international subsidiaries. If the market rates for short-term borrowings increased by 1% worldwide, the impact would be an increase in interest expense of $1.3 million, with a corresponding decrease in income before taxes of the same amount. This amount was determined by considering the impact of hypothetical interest rates on our borrowing cost, year-end debt balances by category and an estimated impact on the tax-exempt municipal bonds’ interest rates.

Fluctuations in the value of the U.S. dollar compared to foreign currencies, predominantly in European countries, also impact our earnings. The greatest risk relates to products shipped between our European operations and the United States. Foreign currency forward contracts and options are used to hedge these intracompany transactions. Additionally, hedges are used to cover third-party purchases of product and equipment. As of December 31, 2002, there were $72.1 million of hedges in place. A uniform 10% weakening of the dollar against all currencies would have resulted in a change of $6.5 million on these hedges. In addition to the direct impact of the hedged amounts, changes in exchange rates also affect the volume of sales or the foreign currency sales price as competitors’ products become more or less attractive.

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board, or FASB, issued SFAS No. 141, “Business Combinations,” and No. 142, “Goodwill and Other Intangible Assets.” Under SFAS No. 142, goodwill and certain other intangible assets are no longer amortized but are reviewed annually for impairment. Intangible assets that are separable and have a definite life will continue to be amortized over their useful lives. If, based on the impairment reviews, the related assets are found to be impaired, their carrying value is adjusted through a charge to earnings. We began applying the new accounting rules for goodwill and other intangible assets beginning in the first quarter of 2002.

In accordance with the adoption of SFAS No. 142, we evaluated the impairment of indefinite lived intangible assets and determined that none were impaired based on estimations in market value. Fair value of each of our five reporting units was determined by discounted cash flows and validated with various

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market-comparable approaches. Based on the results of this review, we recorded a transitional impairment loss of $12.7 million, net of an income tax benefit of $7.8 million, which relates to the specialty steel business. The transitional impairment loss was recorded in the third quarter of 2002 as a non-cash charge and reflected as the cumulative effect of a change in accounting principle.

In October 2001, the FASB issued SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets.” SFAS 144 supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” SFAS 144 retains the existing requirements for long-lived assets to be held and used, but it establishes one accounting model for long-lived assets to be disposed of by sale and revises guidance for assets to be disposed of other than by sale. Adoption of SFAS No. 144 did not have any effect on our financial position or results of operations.

In April 2002, the FASB issued SFAS 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” This statement rescinds SFAS 4, “Reporting Gains and Losses from Extinguishment of Debt,” in which the FASB determined that gains and losses from debt extinguishments were to be recorded as extraordinary items. The provisions of SFAS 145 are effective for fiscal years beginning after May 31, 2002, with earlier adoption encouraged. We are currently reviewing the provisions of SFAS No. 145 to determine its impact upon adoption.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force, or EITF, Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred. Under EITF 94-3, a liability for an exit cost was recognized at the date of an entity’s commitment to an exit plan. SFAS No. 146 is effective for exit and disposal activities that are initiated after December 31, 2002. SFAS No. 146 has no effect on charges recorded for exit activities begun prior to this date, and therefore we continue to recognize restructuring costs in connection with the strategic manufacturing initiative in accordance with EITF Issue No. 94-3. We do not expect to incur additional charges with respect to the initiative following December 31, 2002. We do not expect the adoption of this statement to have a material effect on our financial position or results of operations.

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” Interpretation No. 45’s disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. Interpretation No. 45 requires certain guarantees to be recorded at fair value. We are currently evaluating the effect of Interpretation No. 45 on our previous accounting for guarantees issued prior to the date of initial application.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities.” In general, a variable interest entity is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. Interpretation No. 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. The consolidation requirements of Interpretation No. 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to pre-existing entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. We are currently evaluating the impact of Interpretation No. 46 on our financial position.

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BUSINESS

Overview

Our Business

Our Segments

For the year ended December 31, 2001 and the nine months ended September 30, 2002,


	•	our automotive bearings segment had net sales of $751 million and $630 million, respectively, and earnings before interest and taxes of $39.9 million and $(3.6 million), respectively;

	•	our industrial bearings segment had net sales of $882 million and $658 million, respectively, and earnings before interest and taxes of $32.1 million and $23.9 million, respectively; and

	•	our steel segment had net sales to external customers of $814 million and $617 million, respectively, and earnings before interest and taxes of $9.3 million and $31.5 million, respectively.

Our automotive and industrial bearings businesses have historically participated in the global bearing industry, while our steel business has concentrated primarily on U.S. customers. However, over the past few years, our steel business has acquired non-U.S. companies, including Timken Desford Steel, in

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Leicester, England, which specializes in the manufacturing of seamless mechanical tubing, and Lecheres Industries SAS, the parent company of Bamarec S.A., a precision component manufacturer based in France.

Strategic Manufacturing Initiative


	•	creating focused factories for each product line or component;

	•	reducing our fixed costs;

	•	increasing production at our lowest cost plants; and

	•	implementing our Lean Six Sigma program.

As part of this strategic manufacturing initiative, we have closed or sold seven facilities in higher cost locations in certain parts of the United States and Western Europe, and have expanded our bearings operations in lower cost areas of the world, such as Eastern Europe, South America and Asia. In addition, we undertook a salaried workforce reduction program as a part of the initiative, and we have reduced our workforce by approximately 1,700 associates since the second quarter of 2001. Through Lean Six Sigma, our program for driving for efficiency and higher quality manufacturing, we seek to continue to improve our overall manufacturing processes by reducing cycle time, inventory and floor space, in order to optimize asset utilization. As of December 31, 2002, we had achieved an estimated annualized rate of pre-tax savings of approximately $80 million from our strategic manufacturing initiative, and we expect to increase this savings rate to approximately $120 million by the end of 2004.

The Torrington Acquisition

On October 16, 2002, we entered into a purchase agreement with Ingersoll-Rand Company Limited to acquire its Engineered Solutions business, including certain of its joint venture interests, operating assets and subsidiaries, including The Torrington Company. We will pay Ingersoll-Rand $700 million in cash, subject to adjustment, and approximately $140 million in shares of our common stock for Torrington, a leading worldwide producer of needle roller, heavy-duty roller and ball bearings and motion control components and assemblies. Upon completion of the Torrington acquisition, we will have global leadership positions in the needle and tapered roller bearing and alloy steel industries. The closing of this offering is contingent upon the closing of the Torrington acquisition. See “Risk Factors — Risks Related to the Torrington Acquisition” and “Description of the Torrington Purchase Agreement and Related Agreements” in this prospectus supplement.

Torrington

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The Torrington automotive business manufactures a variety of products, including roller and needle bearings and other components used in an automobile’s transmission, chassis, steering column and engine. Many of these products, such as column locks and rotary tilt products for steering columns, are highly engineered, with precision technology, and are specially designed through collaborative efforts between Torrington and its customers. These products are primarily sold to OEMs, including large automobile manufacturers, and their principal suppliers. We believe that Torrington has created a high degree of customer loyalty as a result of this collaborative process and customization.

In October 2001, Torrington acquired the remaining 50% external ownership in Nadella, S.A., previously a joint venture investment with a third party. Nadella produces metric precision needle bearings for steering and engine applications in Europe and has added $91.5 million in consolidated revenue to Torrington for the nine months ended September 30, 2002.

Strategic Benefits of the Torrington Acquisition

We expect to realize a number of strategic and competitive benefits as a result of the Torrington acquisition, including the following:


	•	Expanding our global presence and market share. The Torrington acquisition will combine our global leadership position in tapered roller bearings with Torrington’s leadership position in needle roller bearings. We expect the Torrington acquisition to provide us with opportunities to expand our geographic presence and enhance our industry coverage through increased scale and a stronger international distribution network, particularly in Europe and Asia. We expect this expanded global reach to enable us to compete more effectively with established worldwide firms and regional competitors, although we will also become more susceptible to the risks associated with international operations. Nevertheless, we believe that with Torrington, our combined global presence and enhanced product lines will better position us to capitalize on the trend among customers toward consolidating suppliers of their bearings and steel products.

	•	Strengthening our core automotive business with a complementary product offering. We expect the Torrington acquisition to enhance our ability to produce a broader range of products for use in the powertrain, an area of the vehicle that uses both bearings and precision engineered solutions. We believe Torrington’s highly engineered, value-added powertrain product portfolio complements our existing wheel hub portfolio and driveline solutions, will enable us to offer greater system design capability and will provide us with a broader product offering to better serve our customers. We expect future design change and growth in both the powertrain and wheel hub areas.

	•	Broadening our industrial product portfolio. We expect the Torrington acquisition to strengthen our existing industrial business by broadening our product base and increasing our cross-selling opportunities, resulting in an increase in the penetration of our products into a broader installed base. In order to capitalize on these opportunities, we may have to overcome difficulties and incur costs in connection with retraining our skilled engineers and sales personnel, coordinating geographically diverse organizations and retooling and reprogramming our equipment and information technology systems. Ultimately, we believe the Torrington acquisition will enable us to achieve economies of scale with our customers and improve our service capabilities, providing us with more opportunities to become a preferred supplier to our customers. We believe the Torrington

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		acquisition will expand our presence in the industrial service and aftermarket businesses and will enhance our position as a leading supplier of bearings and related products to the industrial aftermarket worldwide.

	•	Increasing cost savings and manufacturing efficiencies. We intend to integrate Torrington into our operations by combining Torrington’s automotive engineered solutions business with our automotive bearings segment and Torrington’s industrial engineered solutions business with our industrial bearings segment. We believe we can generate incremental cost savings throughout the combined company, by realizing economies of scale, rationalizing facilities to consolidate manufacturing operations, combining engineering and technology efforts and eliminating duplicative distribution and back office systems. In connection with the Torrington acquisition, we believe we can achieve estimated pre-tax savings of approximately $80 million by the end of 2005 before implementation costs, including estimated pre-tax savings of approximately $20 million by the end of the first year following the acquisition. These savings are in addition to the savings described above relating to our strategic manufacturing initiative. We may not, however, be able to realize the anticipated cost savings or other benefits from the integration of Torrington, either in the amount or the time frame we currently expect, and the costs of achieving these benefits may be higher than we currently expect.

	•	Enhancing our technology innovation platform. We believe that Torrington has one of the most flexible and responsive product development programs in the bearing industry. We expect to leverage the best practices of Torrington’s product development programs across our core bearings technology and to apply our strong research focus across Torrington’s product line. Although we may face initial challenges in consolidating functions and integrating procedures and technologies, we anticipate that ultimately these dual efforts will enable us to develop value-added products and to better meet the needs of our customers.

Industry Overview

Anti-friction Bearings

The anti-friction bearing industry is highly fragmented, with approximately 200 firms manufacturing products and providing related services. Without giving effect to the Torrington acquisition, the seven largest bearings producers account for approximately 65% of the world’s bearings sales.

Major product types include tapered roller bearings; cylindrical, spherical and needle roller bearings; miniature and precision bearings; and shaft and spindle ball bearings. In order to remain competitive, firms have increasingly become more global by moving manufacturing facilities to lower cost, export-oriented operations in emerging markets to improve cost positions and expand geographic presence.

The majority of products and services in the world bearing industry are sold directly to OEMs and distributors in a wide variety of industry segments that include automotive, aerospace, rail and industrial equipment (including agricultural, construction, process industries and mining equipment), as well as electronics and electrical equipment. Consolidation among OEMs and industrial distributors has resulted in a significant shift in the industry. Large, global buyers have begun to purchase products from bearing suppliers with large, installed manufacturing bases and strong customer relationships, who can offer a “single-source” comprehensive product line. Further, as OEMs become more global, buyers are seeking partners with international distribution networks that can match diverse geographic sourcing needs. The aftermarket is also an important segment for manufacturers, as it is often characterized by a higher margin replacement business, which may include technical service and support.

Increasingly, end users are focusing on their core businesses and outsourcing maintenance activities to specialists in many industries. This change is driving the growth of companies, like ours, who can provide these services to their customers on a global basis to continue to expand profitable relationships. We expect a growing proportion of total revenues in the bearing industry to be derived in the near future from providing these maintenance services.

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	*Steel*

The steel industry is highly fragmented and competitive, with a multitude of firms providing a variety of steel grades and related services. Steel products range from commodity-type, low-grade steel (reinforcing bars and beams) for a diverse set of industries, to high-performance alloys and specialty steels for a narrower range of industry applications in the aerospace and automotive markets. Pricing is relatively inflexible in the commodity markets and significantly improves for more highly engineered, value-added steels.

The steel industry, in general, has undergone a significant shift due to a variety of factors, including, most notably, increased international competition due to global overcapacity, government regulation, improvements in manufacturing technologies and demand for lighter weight substitutes, such as plastic, aluminum, graphite composites and ceramics. Intense competition and an unfavorable pricing environment have resulted in a number of bankruptcies in the U.S. steel industry, primarily in the steel mill sector. This change in the competitive landscape has forced many steel manufacturers to close plants, move to lower cost manufacturing facilities or shift their product mix to more highly engineered, value-added steel production. Steel suppliers’ ability to invest in research and development, lower production costs and maintain adequate access to low-cost sources of capital are fundamental competitive advantages in the market today.

Competitive Strengths

We believe that our core strengths provide us with a competitive advantage that has allowed us to remain consistently at the forefront of our industry. We believe the Torrington acquisition will enhance our competitive strengths, which include:


	•	Being a leading worldwide manufacturer of anti-friction bearings and alloy steel. We are a leading global manufacturer of highly engineered bearings, alloy and specialty steel and related components, with operations on six continents. Over the course of our more than 100-year history, we have become the world’s largest manufacturer of tapered roller bearings and alloy seamless mechanical steel tubing. Torrington is a leading manufacturer of needle roller, heavy-duty roller and ball bearings and motion control components and assemblies. With the acquisition of Torrington, we will have global leadership positions in the needle and tapered roller bearing and alloy steel industries. Maintaining this leading position in the global markets for bearings and steel will depend on the success of our operating plans, including our ability to achieve fully the benefits of our strategic manufacturing initiative and successfully integrate Torrington into our operations.

	•	A comprehensive product offering with leading brands. We offer a broad array of products and services in the industries in which we operate. Many of our and Torrington’s brands have an extensive history within the bearing industry and are well known for their quality, reliability and performance. We believe our brand name recognition and customer awareness help us to capture additional business, as well as to maintain existing customers, particularly as our customers look to reduce their supplier base.

	•	A diverse business mix and customer base. We provide our products and services to a wide range of industries and customers, which reduces our dependence on particular geographic or industry segments. We serve a diverse range of industries, including automotive, construction, aerospace and defense, agriculture, mining, metals, rail, energy, machine tool and general industrial. Many of these industries, however, are cyclical, and our exposure in these areas could negatively impact our business during general economic or industry-specific downturns. Our customers include both OEMs and aftermarket distributors. We expect the Torrington acquisition to complement our existing customer base and enhance our industrial aftermarket sales, allowing us to offset to some extent the cyclicality within the industries we serve.

	•	Global manufacturing capabilities. Our extensive global manufacturing network allows us to provide our products to our worldwide customers efficiently. We continue to focus on lowering our

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		cost structure by creating focused factories for each product line or component, reducing our fixed costs and increasing production at our lowest cost plants. We also continue to implement Lean Six Sigma into our manufacturing and business processes to further improve quality and productivity. We intend to apply these techniques within the combined company to further reduce our overall cost structure. Our ability to reduce costs is, however, dependent on many complex factors, including economic conditions, severance requirements and engineering achievements, as well as our ability to implement changes to our existing operations without disruption.

	•	An experienced management team. Our executive management team has on average more than 19 years of experience with our company. In addition, our operational management team has substantial materials science expertise and engineering capabilities, which provide them with a distinctive skill set to apply to the bearing industry. As a result of their specialized knowledge, this team has developed strong relationships with, and an intimate understanding of, our customers, as well as the industries we serve.

Business Strategy

Our strategy is to achieve profitable growth by continuing to pursue the following initiatives:


	•	Build on our “customer centric” focus to further partner with customers and diversify our customer base. We work collaboratively with our customers in our research and development efforts to allow us to manufacture products that fit our customers’ individual requirements, cost less and provide improved performance. We intend to continue to work closely with our customers to provide significant product improvements, create differentiated products and distribute our products efficiently. We believe this partnership approach creates significant brand equity, fosters long-term relationships with our customers and positions us to expand our already diverse customer base. For example, by providing integrated products that meet our customers’ needs, we are able to offer our customers higher value-added solutions. Other examples of this partnership approach are the several e-business initiatives we have implemented to better serve our industrial distribution customers and expand our distribution capabilities worldwide.

	•	Leverage our technology and engineering competencies to introduce complementary new products. Since 1999, we have invested approximately $50 million annually into our research and development efforts to generate new revenue, reduce costs, develop more comprehensive solutions for our customers and enhance our manufacturing efficiency. We plan to continue leveraging our significant research and development investments and engineering expertise to develop highly differentiated and customized products and to produce them more efficiently for our customers.

	•	Continuously improve our manufacturing processes. Through our strategic manufacturing initiative, we have put into place additional training and personnel needed to further drive process improvements, including through our Lean Six Sigma effort. Using Lean Six Sigma, we seek to improve our overall manufacturing processes by reducing cycle time, inventory and floor space, which results in higher returns on our invested capital. We also intend to continue to enhance our productivity and reduce costs through process improvements achieved through research and development and changes driven by skilled plant managers.

	•	Expand our international presence. Over the last 10 years, we have opened or acquired new manufacturing and distribution facilities in the United Kingdom, France, Mexico, Singapore, the Netherlands and Italy and expanded our lower cost bearing manufacturing centers in Poland, Romania and China. We have also formed joint ventures in emerging markets such as Brazil and China. These facilities further expand our more than 80-year international presence, improve our overall cost position and enable us to better meet customer demand for local sourcing of products. We seek to continue our strategy of international expansion, including through the Torrington acquisition, which will enable us to further develop our presence in Europe and Asia and provide additional opportunities for us to benefit from globalization.

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Products and Services

We manufacture two basic product lines: anti-friction bearings and steel. Differentiation in these two product lines comes in two different ways:


	•	by bearing type or steel type; and

	•	by the applications of bearings and steel.

The following table describes our and Torrington’s principal products and services by business segment for both OEMs and the aftermarket:


Business Segment		Products and Services	Applications

*Automotive Bearings*
	Automotive Applications	Bearings and related parts.	Axles, front and rear wheels, transmissions, transaxles and continuously variable transmissions for light-, medium- and heavy-duty trucks, passenger cars, motorcycles, recreational vehicles and heavy-duty truck trailers.
	Automotive Engineered Solutions (Torrington)	Bearings and related parts, engine valvetrain components, steering column sub-assemblies and components.	Engines, transmissions, chassis applications, steering applications and engine applications.
*Industrial Bearings*
	Industrial Applications	Bearings, bearing refurbishment services and diagnostics.	Transmissions, wheels, axles, crankshafts and hydraulic cylinders for excavators, haulage trucks, crawler dozers, backhoes, combines, tractors and drilling tools for the construction, agriculture, mining, oil and gas, power generation, rolling mill, pulp and paper and printing industries.
	Industrial Engineered Solutions (Torrington)	Roller bearings, needle bearings, wider inner ring ball bearings and housed units, radial ball bearings, super precision ball bearings, airframe control bearings, precision machined bearings, bearing assemblies, precision components and assemblies, speed and position sensors, bearing procurement services, sourced bearings and new material solutions.	Industrial applications in agriculture, consumer equipment, aerospace, construction, machine tools, defense, natural resources, mining, steel paper production and general industrial equipment.
	Rail Applications	New and remanufactured bearings and housings and friction management systems.	Wheels, drive trains and motor suspension units in rail transit and passenger cars, freight cars and locomotives.

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Business Segment		Products and Services	Applications

	Aerospace and Super Precision Applications	Bearings, new and refurbished components and precision assemblies.	Aerospace: aircraft and helicopter engines, gearboxes, transmissions, landing wheels and flight and fuel controls.
			Super Precision: semiconductor robotic equipment, x-ray machines, medical instruments and other industrial assemblies.
			Dental: handpiece components, assemblies and repairs.
*Steel*
	Alloy Steel	High-quality bar and seamless mechanical tubing.	Aerospace: aircraft engine main shafts, landing gear and high-strength fasteners and oil and gas drilling tools and guns.
			Construction and Farming: hydraulic cylinders, bearings, axles and crankshafts.
			Automotive and Truck: powertrain and driveline performance components, including gears, shifter sleeves, bearings, crankshafts and constant velocity joint components.
	Precision Steel Components	Semi-finished and finished parts, including internal ring gears, sun gears, races, hubs, clutch shafts, axle shafts, track pins, constant velocity joint cages and outer race prop shafts.	Power-transfer drivetrain applications for the automotive and industrial industries.
	Specialty Steel	More than 300 specialty grades of steel.	Medical implants, aircraft landing gear, corrosion-resistant petrochemical equipment, high- performance metal cutting and forming tools, custom knife blades and high-temperature fasteners for a broad range of specialty industries.


	*Anti-Friction Bearings*

We and Torrington each serve an array of industries and manufacture products for a diverse range of highly specialized end-use applications in the anti-friction bearings market.

Tapered Roller Bearings. In bearings, we are best known for the tapered roller bearing, which Henry Timken, our founder, originally patented in 1898. The tapered roller bearing is our principal product in the anti-friction bearing product line. It consists of four components:


	•	the cone, or inner race;

	•	the cup, or outer race;

	•	the tapered rollers, which roll between the cup and cone; and

	•	the cage, which serves as a retainer and maintains proper spacing between the rollers.

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We manufacture or purchase these four components and then sell them in a wide variety of configurations and sizes.

The tapered rollers permit ready absorption of both radial and axial loads in combination. For this reason, tapered roller bearings are particularly well adapted to reducing friction where shafts, gears or wheels are used. The applications for tapered roller bearings have diversified from the original application on horse-drawn wagons to applications on passenger cars, light and heavy trucks, trains, as well as a wide range of industrial applications, ranging from very small gear drives to bearings over two meters in diameter for wind energy machines. Further differentiation has come in the form of adding sensors to these bearings, which measure parameters such as speed, load, temperature or overall bearing condition.

Matching bearings to the specific requirements of customers’ applications requires engineering, and often sophisticated analytical techniques. The design of our tapered roller bearing permits distribution of unit pressures over the full length of the roller. This fact, combined with high precision tolerance, proprietary internal geometry and premium quality material, provides our bearings with high load carrying capacity, excellent friction-reducing qualities and long life.

Precision Cylindrical and Ball Bearings. Our aerospace and super precision facilities produce high-performance ball and cylindrical bearings for ultra high-speed and/or high-accuracy applications in the aerospace, medical and dental, computer disk drive and other industries. These bearings utilize ball and straight rolling elements and are in the super precision end of the general ball and straight roller bearing product range in the bearing industry.

A majority of our aerospace and super precision bearings products are custom-designed bearings and spindle assemblies. They often involve specialized materials and coatings for use in applications that subject the bearings to extreme operating conditions of speed and temperature.

Spherical and Cylindrical Bearings. Our facility in Romania produces spherical and cylindrical roller bearings for large gear drives, rolling mills and other process industry and infrastructure development applications. We expect that our cylindrical and spherical roller bearing capability will be significantly enhanced with the acquisition of Torrington’s broad range of spherical and heavy-duty cylindrical roller bearings for standard industrial and specialized applications. These products are sold worldwide to OEMs and industrial distributors serving major industries, including construction and mining, natural resources, defense, pulp and paper production, rolling mills and general industrial goods.

Needle Bearings. With the acquisition of Torrington, we will become a leading global producer of highly engineered needle roller bearings. Torrington produces a broad range of radial and thrust needle roller bearings, as well as bearing assemblies, which are sold to OEMs and industrial distributors worldwide. Major applications include products for the automotive, consumer product, construction and agriculture and general industrial goods industries.

Motion Control Components and Assemblies. Torrington also produces a variety of precision motion control components and assemblies. These products, which include steering intermediate shaft assemblies, steering column shafts and precision pins and shafts, are sold to the automotive and industrial markets worldwide. Torrington has manufacturing facilities for these products in the United States and South America.


	*Steel*

Our steel products include steels of low and intermediate alloy, vacuum-processed alloys, tool steel and some carbon grades. These products are available in a broad range of solid and tubular sections with a variety of finishes. Our customers use these steel products in a wide array of applications, including bearings, automotive transmissions, engine crankshafts, oil drilling, aerospace and other similarly demanding applications. Approximately 15% of our steel production is consumed in our bearings operations.

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We also produce custom-made steel products, including alloy and steel components for automotive and industrial customers. This business has provided us with the opportunity to further expand our market for tubing and capture higher value-added steel sales. This also enables our traditional tubing customers in the automotive and bearing industries to take advantage of higher performing components that cost less than current alternative products. Customizing of products is a growing portion of our steel business.

Customers

We and Torrington have a number of customers in the automotive industry, including both OEMs and their suppliers, as well as aftermarket distributors. We believe that because of the size of that industry, the diverse bearing applications and the fact that our and Torrington’s business is spread among a number of customers, both international and domestic, in OEM and aftermarket distribution, our and Torrington’s relationships with the automotive industry are well diversified. In addition, we serve a wide range of customers in the agriculture, mining, construction, oil and gas, mining, rolling mill and other process industries, as well as the aerospace and rail industries, including both OEMs and distributors.

We have entered into individually negotiated contracts with some of our customers in our automotive bearings, industrial bearings and steel segments. These contracts may extend for one or more years and, if a price is fixed for any period extending beyond current shipments, customarily include a commitment by the customer to purchase a designated percentage of its requirements from us. Contracts extending beyond one year that are not subject to price adjustment provisions do not represent a material portion of our sales. We do not believe that there is any significant loss of earnings risk associated with any given contract.

Our steel business has historically concentrated on steel consumers in the United States. For the year ended December 31, 2001, approximately 15% of our steel production was consumed in our bearings operations. Our other customers consist of a wide range of manufacturers, including automotive customers, which primarily include large OEMs, major automotive systems suppliers and specialty forging companies. Our steel segment also supplies a wide range of bearing companies, from multinational, full-line producers to smaller, single product specialists. Our steel business customer base is diverse, with customers ranging from small, family-owned companies to large, international conglomerates. We also sell our steel products to the energy sector, which is comprised of customers focused on the exploration, drilling and extraction of oil and natural gas. Our steel segment’s distribution network is comprised of over 30 authorized distributors, including full-line steel distributors and some focused product specialists.

Competition

The anti-friction bearing business is intensely competitive in every country in which we sell products. Substantial downward pricing pressures exist in the United States and other countries even during periods of significant demand. We compete primarily based on price, quality, timeliness of delivery and design and the ability to provide engineering support and service on a global basis. We compete with domestic manufacturers and many foreign manufacturers of anti-friction bearings, including SKF, INA-Holding Schaeffler KG, NTN Corporation, Koyo Seiko Co., Ltd. and NSK Ltd.

Competition within the steel industry, both domestically and worldwide, is intense and is expected to remain so. More than 30 U.S. steel companies have declared bankruptcy in recent years and have either ceased production or, more often, been acquired by other companies. Global production overcapacity is also likely to continue, which, combined with the high levels of steel imports into the United States, has exerted downward pressure on domestic steel prices and has resulted in, at times, a dramatic narrowing, or with many companies, the elimination, of gross margins. Our worldwide competitors for seamless mechanical tubing include Copperweld, Plymouth Tube, V & M Tube, Sanyo Special Steel, Ovako Steel and Tenaris. Our competitors for steel bar products include North American producers such as Republic Engineered Products, Mac Steel, North Star Steel and a wide variety of offshore steel producers who import into North America. Competitors in the precision steel market include Metaldyne, Linamar and overseas companies such as Showa Seiko, SKF and FormFlo. In the specialty steel category,

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manufacturers compete for sales of high-speed, tool and die and aerospace steels. High-speed steel competitors in North America and Europe include Erasteel, Bohler and Crucible. Tool and die steel competitors include Crucible, Carpenter Technologies and Thyssen. The principal competitors for our aerospace products include Ellwood Specialty, Slater/ Atlas and Patriot (formerly Republic Technologies Inc.).

Joint Ventures

We continue to expand our international presence through joint ventures and acquisitions. In the first quarter of 2001, we formed International Components Supply Ltda., a joint venture between our Brazilian subsidiary, Timken do Brasil, and SKF do Brasil, a subsidiary of SKF, to acquire the assets of a machining facility located at the SKF do Brasil bearing plant in Cajamar, Sao Paulo, Brazil. This independent, equally-owned manufacturing facility serves as a source of forged and turned steel rings for bearing manufacture and provides us with an opportunity to utilize available capacity in Brazil, reduce costs and establish a local source of forged and turned steel rings for bearings.

On April 6, 2001, we announced an agreement with Bardella, a Brazilian corporation, to form Bardella Timken Industrial Services. This joint venture is equally owned by us and Bardella and is located in Guarulhos, near Sao Paulo, at a previously existing Bardella facility. Bardella Timken Industrial Services provides repair and engineering services for a variety of rolling mill components, including bearings, chocks, rolls, mandrels, reels, coilers and gear and pinion boxes to the steel and aluminum industries in Brazil. It also offers overhead crane maintenance services, as well as contract operation of mill roll maintenance shops. The venture combines our in-depth knowledge of the mill environment with Bardella’s local leadership in the industrial equipment business, allowing our local rolling mill service department to become a separate revenue producing entity in Brazil.

On April 8, 2002, we announced an agreement with NSK Ltd. to form Timken-NSK Bearings (Suzhou) Co. Ltd. to build a plant near Shanghai, China to manufacture certain tapered roller bearing product lines. Construction of the plant began in December 2002, and production is expected to begin in the first quarter of 2004. Ownership of this joint venture is divided evenly between NSK Ltd. and us.

On June 27, 2002, we announced an agreement with two Japan-based companies, Sanyo Special Steel Co., Ltd. and Showa Seiko Co., Ltd., to form Advanced Green Components, LLC to supply forged and machined rings for bearing manufacture. The joint venture operates as an independent manufacturing business. It acquired the assets of our Winchester, Kentucky plant and commenced operations at the beginning of November 2002.

For a discussion of our e-business distribution joint venture, see “— Sales, Marketing and Distribution” below.

Sales, Marketing and Distribution


	*Anti-Friction Bearings*

Our products in the automotive bearings and industrial bearings segments are sold principally by our internal sales organization. Our sales organization consists of a separate sales force for each of our business segments. The combined bearings sales forces account for approximately 80% of our total sales force.

Traditionally, a main focus of our sales strategy has consisted of collaborative projects with our customers. For this reason, we have primarily located our sales forces in close proximity to our customers rather than at our production sites, and in some instances we have located our sales forces inside our customers’ facilities. Our sales force is highly trained and knowledgeable regarding all of our bearings products, and associates assist our customers during the development and implementation phases and provide support on an ongoing basis.

Torrington has also located its sales force in close proximity to its customers. This will facilitate the integration of the two sales forces as well as the necessary cross-training efforts. Furthermore, because the

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fundamental engineering principles behind Torrington’s and our bearings are substantially the same, cross-training will be limited to educating each of the teams about the particular aspects of the different bearing products. We expect that our and Torrington’s sales forces will market and sell the full line of products manufactured by the combined company. Through the combination of our respective sales forces and elimination of redundancies, we anticipate that we will be able to reduce costs and achieve savings.

A major portion of our customer shipments are made directly from our warehouses, which are located in a number of cities in the United States, Canada, the United Kingdom, France, Mexico, Singapore, Argentina and Australia. However, a growing number of shipments are made directly from plant locations. The warehouse inventories are augmented by authorized distributor and jobber inventories throughout the world that provide local availability when service is required. The majority of Torrington shipments are made directly from plant locations.

In January 2001, we entered into a joint venture in North America focused on joint logistics and e-business services. This alliance, which we founded together with INA USA Corporation, SKF USA Inc. and Reliance Electric Industrial Company, an affiliate of Rockwell International Corporation that we refer to as Reliance, is called Colinx LLC. The e-business service was launched in April 2001 and is focused on information and business services for authorized distributors in the industrial bearings segment. In January 2001, we also formed another e-business joint venture in Europe. This alliance, which we founded together with SKF AB, Sandvik AB, Industriewerk Schaffler INA-Ingenieurdienst GmBH and Reliance, is called Endorsia.com International AB. This e-business service was launched in October 2001 and is focused on information and business services for authorized distributors in the industrial bearings segment.


	*Steel*

Approximately 15% of our steel production is consumed in our bearing operations. In addition, we make sales to other anti-friction bearing companies and to the aircraft, automotive and truck, construction, forging, oil and gas drilling and tooling industries. We also sell to steel service centers. Our steel products are sold principally by our own sales organization. Most orders are customized to satisfy customer-specific applications and are shipped directly to customers from our steel manufacturing plants.

Design and Development


	*Anti-Friction Bearings*

Our “customer-centric” focus, which includes our close geographic proximity to our customers’ production centers, fosters a close working relationship with our customers’ engineers to improve the design and manufacturing specifications of the bearings we produce. We also frequently develop and construct our own tools, machinery and processes in order to minimize variability and reduce lead-times.

We produce both standard and specialty bearings. Specialty bearings are mainly designed for our industrial customers and are tailored to their specifications. Standard bearings, which constitute approximately two-thirds of our sales, are particularly suited to our automotive customers, who tend to buy in higher volumes.

We use a proprietary algorithm, which we have named SYSx, to design our bearings products and to predict how those products will perform in our customers’ businesses and in a variety of potential applications. We developed SYSx by incorporating the extensive materials science knowledge that we have accumulated over our 100-year history, and we constantly update it to reflect the progress in our research and in the field. This predictive capability provides us with information that significantly reduces the long, costly prototype testing phases of the production process. In addition to expediting the production process, SYSx is also capable of determining cutting paths, raw materials requirements and other information, as well as uploading such information directly to our manufacturing equipment. As a result, the use of SYSx virtually eliminates the need for testing and integrates the design and production phases, thereby reducing the lead-time between conception and production to approximately three days. We believe our predictive technology has given and continues to give us a distinct competitive advantage in the bearing industry.

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The SYSx system has been designed so that it can easily be used across all bearings products and applications. We intend to utilize the SYSx system, together with Torrington’s expertise derived from its 100-year history in the needle bearing industry, to drive our design and development. We believe that the engineering technologies of the combined company, working together with the SYSx system, will enable us to produce a broad range of integrated bearing product solutions.

We also outsource certain of our design and engineering tasks to our lower-cost facilities in India and Romania. These overseas engineering centers perform such tasks as basic algorithm calculations, basic testing and finite element analyses.


	*Steel*

We apply the same type of advanced engineering and research used in our bearings segment to our steel segment, most notably with respect to alloy refinement. Alloy refinement consists of customizing the steel making process to customers’ needs by establishing what quantity and quality of alloy is to be added to the carbon grade steels. In addition, to produce improved steels of carbon intermediate alloy and low alloy, we are actively involved in research activities. These efforts have led to the development of new grades, such as TIM 6V calcium-treated steel.

Manufacturing


	*Anti-Friction Bearings*

Our operating philosophy emphasizes delivering a quality product, on time, at the lowest achievable cost. Continuous improvement of these operating parameters is achieved by driving our operations toward shorter lead and cycle times, which in turn requires increasingly higher standards of quality. We believe our disciplined approach to manufacturing operations, including monthly operations reviews and meetings, facilitates employee participation and motivates management and employees to strive for better operational performance. Through this process, we are also able to leverage market and manufacturing expertise, focus on innovation and benchmarking and solve problems using a team-oriented approach. As a result, we seek to improve productivity, quality and employee commitment while reducing inventory, floor space requirements and lead times.

Maintaining these high standards of product quality and reliability while keeping production costs competitive is essential to our ability to compete in both the anti-friction bearing and steel business. Our strategic manufacturing initiative described above is one method we have used to achieve those goals. See “— Overview — Strategic Manufacturing Initiative.”

Our manufacturing expertise includes machining capabilities such as turning, heat treatment, including carburizing and hardening, grinding, honing, hard-tuning and assembly. With Torrington, we will also use deep drawing processes to manufacture needle bearings. We believe that the breadth of the combined company’s process capabilities provides us with a significant competitive advantage in being a sole-source supplier for our customers’ multiple bearings needs.

Our equipment is engineered to be flexible and to enable us to produce a range of simple to complex parts. By highly refining the process, we are able to utilize general-purpose machines with computer numerically controlled capabilities to manufacture complex and difficult to produce bearings. Through data feedback, we systematically test for quality throughout the entire manufacturing process. Our advanced computer numerically controlled equipment includes machines with automatic tool changers and on-machine gauging, as well as automated inspection machines. With computer numerically controlled equipment, we are able to increase efficiency and turn-around times by identifying, documenting and correcting potential defects and irregularities.


	*Steel*

Our steel segment operates as a mini-mill steel producer, which means that we begin our manufacturing process by melting recycled steel scrap rather than producing steel from iron ore. Steel

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scrap is melted and mixed with various quantities and qualities of alloy to obtain several types of steels, from carbon grade to intermediate alloy, that are in turn formed into ingots, billets, bars or tubes. Our manufacturing processes involve melting, forming, rolling and piercing.


	*Quality*

Currently, all of our and Torrington’s manufacturing facilities are ISO 9000, DI 9000 and/or QS 9000 certified. In addition, each of our plants must adhere to our own internal quality standards in design, materials, manufacturing and gauging. Worldwide quality audits make sure that these standards are being met.

We believe that our commitment to modern, high-quality manufacturing processes has been and will continue to be a key reason for our strong customer loyalty and growth and that the expertise and resources required to institute and maintain quality control procedures comparable to ours represents a competitive advantage for us.

Raw Materials

The principal raw materials that we use in our North American bearings plants to manufacture bearings are our own steel tubing and bars, purchased strip steel and energy resources. Outside North America, we purchase raw materials from local sources with whom we have worked closely to assure steel quality according to our specifications. In addition, our Desford Steel facility in Leicester, England is a major source of raw materials for our plants in Western Europe. The principal raw materials used in our steel manufacturing business are scrap metal, nickel and other alloys. As an example of the price volatility of the raw materials we use in our manufacturing operations, the weighted average price of scrap metal increased 12.5% from 1999 to 2000, decreased 19.6% from 2000 to 2001, and increased 8.1% from 2001 to 2002. We believe that the availability of raw materials and alloys is adequate for our needs, and, in general, we are not dependent on any single source of supply.

Employees

At September 30, 2002, we had 18,100 associates. Thirty-two percent of our U.S. associates are covered under collective bargaining agreements, none of which expire within one year. As of September 30, 2002, Torrington had 10,500 employees. Approximately 4% of Torrington’s U.S. employees are covered under collective bargaining agreements, none of which expire within one year. Neither we nor Torrington has experienced a work stoppage in the past three years.

Backlog

The backlog of orders of our domestic and overseas operations is estimated to have been $1.01 billion at December 31, 2001. Actual shipments are dependent upon ever-changing production schedules of each customer. Accordingly, we do not believe that our backlog data and comparisons of that data as of different dates are reliable indicators of future sales or shipments.

Research and Development

Our major research center, located in Canton, Ohio near our worldwide headquarters, is engaged in research on bearings, steel, manufacturing methods and related matters. Research facilities are also located at our aerospace and super precision bearings plants in New Hampshire; our Colmar, France plant; our Latrobe, Pennsylvania plant; our Ploiesti, Romania plant; and our facility in Bangalore, India. Our expenditures for research, development and testing amounted to approximately $54 million in 2001. Torrington’s expenditures for research, development and testing amounted to approximately $26 million in 2001. Our research program is committed to the development of new and improved bearing and steel products, as well as more efficient manufacturing processes and techniques and the expansion of applications of existing products.

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Trade Law Enforcement

In the second quarter of 2000, the ITC voted to revoke the bearing industry’s anti-dumping orders on imports of tapered roller bearings from Japan, Romania and Hungary. The ITC determined that revocation of the anti-dumping duty orders on tapered roller bearings from those countries was not likely to lead to continuation or recurrence of material injury to the domestic industry within a reasonably foreseeable time. We have filed an appeal of the ITC’s decision regarding Japan, which is still pending. The ITC upheld the anti-dumping duty order against China.

In June 2001, President Bush directed the ITC to initiate an investigation on steel imports under Section 201 of the U.S. Trade Act, calling for multilateral negotiations to reduce global excess steel capacity and to address market-distorting factors in the world steel trade. In late October 2001, the ITC voted and affirmed that injury had been caused by surges of low-priced imports of hot-rolled and cold-finished steel bars. Hot-rolled bars are a major product line for our steel business, which also manufactures some cold-finished bar products. On March 5, 2002, President Bush signed a proclamation imposing tariffs on hot-rolled and cold-finished steel bar imports. The relief granted with respect to these product categories was to establish three years of tariffs at 30%, 24% and 18%. The ITC vote on the presence of injury with respect to tool steels was 3-3, and as a consequence, no relief was granted with respect to tool steels, which is a major product line for our Latrobe Steel subsidiary in Latrobe, Pennsylvania. Steel made in Mexico, Canada and developing nations is generally exempt from the tariffs announced.

While the President’s decision to implement a Section 201 remedy is not appealable to U.S. courts, foreign governments may appeal, and some have appealed, to the WTO. The European Union, Japan and other countries are currently prosecuting these appeals. These dispute settlement proceedings at the WTO and further appeals to the Appellate Body of the WTO generally take 15 to 24 months. Moreover, a number of affected countries have imposed or threatened to impose various retaliatory tariffs on U.S. steel or other products or have sought various product exemptions from the imposition of the tariffs.

Continued Dumping and Subsidy Offset Act

We received payments of $29.6 million in December 2001 and $50.2 million in December 2002 (in each case, net of expenses) from the U.S. Treasury Department under the CDO. These payments related to our industrial and automotive bearings segments and resulted from the requirement in the CDO that dumping duties collected by the U.S. Customs Service be distributed to qualifying domestic producers who supported the original trade case. In September 2002, the WTO ruled that such payments violate international trade rules. The U.S. Trade Representative appealed this ruling; however, the WTO upheld the ruling on January 16, 2003 and called for the repeal of the CDO. We continue to believe the U.S. law is appropriate and justified. However, we may not receive payments under the CDO in 2003 or future years, and we cannot predict the amount of any such payments we may receive.

Torrington received a payment of approximately $62.0 million under the CDO in 2001 and approximately $72.1 million in 2002. Ingersoll-Rand retained 100% of all such payments received in 2002. Under the purchase agreement, we will be obligated to pay to Ingersoll-Rand 80% of any payments Torrington receives under the CDO in 2003 and 2004.

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MANAGEMENT

Executive Officers, Directors and Director Nominee

We presently have 12 directors. Our Board of Directors is divided into three classes, with four directors in each class, under the terms of our bylaws. The following table sets forth as of February 1, 2003 the names and ages of our executive officers and directors, as well as the positions and offices held by those persons.


Name	Age		Position

W. R. Timken, Jr.		64	Chairman — Board of Directors and Director
James W. Griffith		49	President, Chief Executive Officer and Director
Ward J. Timken		60	Vice President and Director
Ward J. Timken, Jr.		35	Corporate Vice President — Office of the Chairman and Director
Bill J. Bowling		61	Executive Vice President, Chief Operating Officer and President — Steel
Glenn A. Eisenberg		41	Executive Vice President — Finance and Administration
Curt J. Andersson		41	Senior Vice President — Industrial Integration
Michael C. Arnold		46	President — Industrial
Sallie B. Bailey		43	Senior Vice President — Finance and Controller
William R. Burkhart		37	Senior Vice President and General Counsel
Donna J. Demerling		52	Senior Vice President — Supply Chain Transformation
Jon T. Elsasser		50	Senior Vice President — e-Business and Corporate Planning
Karl P. Kimmerling		45	President — Automotive
Roger W. Lindsay		46	Senior Vice President — Human Resources and Organizational Advancement
Salvatore J. Miraglia, Jr.		52	Senior Vice President — Technology
Hans J. Sack		48	President — Specialty Steel
Mark J. Samolczyk		47	Senior Vice President — Automotive Integration
Scott A. Scherff		48	Corporate Secretary and Assistant General Counsel
Stanley C. Gault		77	Director
John A. Luke, Jr.		54	Director
Robert W. Mahoney		66	Director
Jay A. Precourt		65	Director
John M. Timken, Jr.		51	Director
Joseph F. Toot, Jr.		67	Director
Martin D. Walker		70	Director
Jacqueline F. Woods		55	Director
Joseph W. Ralston		59	Nominee for Director

W. R. Timken, Jr. has been a director of the company since 1965 and the Chairman of the Board of Directors since 1975. From 1998 to 1999, he was also President and, through July 30, 2002, Chief Executive Officer of the company. He has been with the company since 1958. Mr. Timken also serves as a director of Diebold, Incorporated and is a member of the U.S.-Japan Business Council, the Council on Competitiveness, the Executive Committee of the Ohio Business Roundtable and the Professional Football Hall of Fame board of trustees. He is also a trustee of the Manufacturing Institute and past chairman of the National Association of Manufacturers. Mr. Timken is a Chevalier in the French Legion of Honor. Mr. Timken has been nominated by the President of the United States to be a Director of the Securities Investor Protection Corporation and will serve as Chairman, upon his confirmation.

James W. Griffith has been our Chief Executive Officer since July 30, 2002 and our President since 1999 and has served as a director since 1999. From 1999 to 2002, Mr. Griffith also served as our Chief Operating Officer. From 1996 to 1999, Mr. Griffith ran our automotive segment in North America and

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had regional responsibility for the company’s businesses in Asia and Latin America. Mr. Griffith is also a member of the board of trustees of the United Way of Central Stark County, a member of the executive committee and board of trustees of the Manufacturers Alliance/ MAPI and a member of the board of directors of Goodrich Corporation. Prior to his joining the company, Mr. Griffith held engineering and management positions at Homestake Mining Company, Bunker Hill Company and Martin Marietta.

Ward J. Timken has been our Vice President of the company since 1992 and has served as a director since 1971. Prior to that, he served as Director — Human Resource Development from 1985 to 1992 and has held various other positions with us. Mr. Timken is President of the Timken Foundation, a private foundation that makes gifts to civic, educational and charitable organizations; a trustee of the Education Enhancement Partnership, Vice President of the Henry & Louise Timken Foundation; and a member of the Board of Trustees of the South Street Seaport Museum, the Advisory Board of EAA Aviation Foundation, Inc., the Greater Canton Chamber of Commerce and the United Way of Central Stark County.

Ward J. Timken, Jr. has been our Corporate Vice President — Office of the Chairman since 2000. From 1998 to 2000, he was Vice President — Latin America, and from 1996 to 1998 he was Market Manager — Original Equipment Distribution — Europe, Africa and West Asia. Mr. Timken is a member of the Board of Directors of the U.S. — China Business Council, the board of directors of Firestone Country Club and the Board of Trustees of the Henry & Louise Timken Foundation and the Timken Foundation.

Bill J. Bowling has been Executive Vice President of the company and Chief Operating Officer and President – Steel since 1997. Prior to that, he was the Executive Vice President of the company and President — Steel. Mr. Bowling is also a member of the Association of Iron and Steel Engineers and the International Iron and Steel Institute and is on the board of directors of the American Iron and Steel Institute.

Glenn A. Eisenberg has been our Executive Vice President — Finance and Administration since 2002. Prior to that, he served as President and Chief Operating Officer of United Dominion Industries (UDI) from 1999 until its acquisition by SPX Corporation in 2001. From 1998 to 1999, Mr. Eisenberg was also the President — Test Instrumentation Segment, the Executive Vice President and Chief Financial Officer and, from 1996 to 1998, the Executive Vice President and Chief Financial Officer of UDI. Before joining UDI, Mr. Eisenberg was employed at The Citizens and Southern Corporations, an Atlanta-based commercial and investment bank that is now part of Bank of America. Mr. Eisenberg is a board member of the University of North Carolina Charlotte Belk School of Business Administration and a member of the Manufacturers’ Alliance Presidents Council. Mr. Eisenberg is also a member of the Board of Directors of Family Dollar Stores, Inc.

Curt J. Andersson has been our Senior Vice President — Industrial Integration since January 1, 2003. Previously he was Senior Vice President — e-Business and Lean Six Sigma since 2001 and Senior Vice President — e-Business from 2000, when he joined the company, until 2001. Prior to that he was with General Electric as their general manager of global sourcing, Mexico Sourcing and Aviation Information Services and asset management from 1994 to 2000. He also served as a marketing representative for IBM Corp. in Chicago, a management consultant for McKinsey and Company Inc. in Pittsburgh and a Principal for A.T. Kearney Inc. in Pittsburgh and New York City.

Michael C. Arnold has been with the company since 1979 and has been our President — Industrial since 2000. Prior to that he served as our Director — Bearings — Business Process Advancement and Vice President — Bearings — Business Advancement from 1997 to 2000 and as our Director — Manufacturing and Technology – Europe, Africa and West Asia from 1995 to 1997.

Sallie B. Bailey has been our Senior Vice President — Finance and Controller since January 1, 2003. Previously she served as our Corporate Controller since 2001. Prior to that, she was our Director of Finance and Treasurer from 1999 to 2000 and our Treasurer from 2000 to 2001. From 1996 to 1999 she was our Director — Finance. Before joining us, Ms. Bailey worked in various positions at Tenneco Inc. in Houston where she last served as Assistant Treasurer. Prior to that, she was employed by Deloitte &

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Touche in Chicago. Ms. Bailey is a member of the Manufacturer’s Alliance Financial Council and is the Treasurer of the Canton Cultural Center for the Arts and chairs its Finance Committee.

William R. Burkhart has been our Senior Vice President and General Counsel since 2000. Prior to that, he served as Director — Affiliations and Acquisitions in our Law Center from 1998 to 2000 and as legal counsel for our Europe, Africa and West Asia Bearing Business Group in Colmar, France from 1997 to 1998. Mr. Burkhart also serves on the Board of Directors of the Ohio Chamber of Commerce.

Donna J. Demerling has been with the company since 1972 and has been our Senior Vice President — Supply Chain Transformation since January 1, 2003. Previously, she was our President — Aerospace and Super Precision since 2000. Prior to that, she served as President — Timken Aerospace and Super Precision Bearings from 1997 to 2000 and as General Manager of our Bucyrus Operations in Bucyrus from 1993 to 1997. Ms. Demerling held various other positions with the company prior to 1993.

Jon T. Elsasser has been with the company since 1978 and has been our Senior Vice President — e-Business and Corporate Planning since January 1, 2003. Previously, he was our Senior Vice President — Corporate Development since 1999. From 1998 to 1999, he served as Group Vice President — Bearings — Rail, Europe, Africa and West Asia and, from 1996 to 1998, as Vice President — Bearings of Europe, Africa and West Asia.

Karl P. Kimmerling has been with the company since 1979 and has been our President — Automotive since 1999. Prior to that, he served as Group Vice President — Alloy Steel from 1998 to 1999, and Vice President of Manufacturing — Steel from 1996 to 1998.

Roger W. Lindsay has been with the company since 1990 and has been Senior Vice President — Human Resources and Organizational Advancement since 2002. Prior to that, he served as Vice President — Human Resources and Organizational Advancement from 1999 to 2002, Managing Director — Central Europe and Eastern Europe, based in Romania, from 1997 to 1999, Deputy Managing Director — Central Europe from 1996 to 1997 and various other positions with us prior to that. Before joining the company, Mr. Lindsay held various human resources positions for Ford Motor Company and Dow Chemical.

Salvatore J. Miraglia, Jr. has been with the company since 1972 and has been our Senior Vice President — Technology since 1999. Prior to that, he served as Group Vice President — Bearings — North American Industrial and Super Precision between 1998 and 1999 and as Vice President — Bearings — North American Industrial and Super Precision prior to that time.

Hans J. Sack has been our President — Specialty Steel (Latrobe Steel) since 1996. Mr. Sack joined Timken in 1990. Mr. Sack is also a member of the Board of Directors of Specialty Steel Industry of North America and the University of Pittsburgh/ Greensburg Advisory Board and a Member of the Advisory Council at the Alex G. McKenna School of Business at Saint Vincent College.

Mark J. Samolczyk has been our Senior Vice President — Automotive Integration since January 1, 2003. Prior to that he was our President — Precision Steel Components since 2000. Prior to that he served as Vice President and General Manager — Precision Steel Components from 1998 to 2000, Vice President — Sales and Marketing — Industrial — Original Equipment from 1995 to 1998 and other various positions with us prior to that. Mr. Samolczyk is past chairman of Junior Achievement of Stark County, is also a member of the Manufacturers’ Alliance for Productivity and Innovation and the Society of Automotive Engineers and is a trustee at the Marketing Science Institute.

Scott A. Scherff has been our Corporate Secretary and Assistant General Counsel since 2000. From 1999 to 2000, he was our Corporate Secretary, and from 1993 to 1999, he was our Director — Legal Services and Assistant Secretary. Mr. Scherff has been with the company since 1979.

Stanley C. Gault has been a director since 1988. From November 1999 to September 2001, he served as the non-executive Chairman of the Board of Avon Products. From 1991 to 1996, Mr. Gault was Chairman of the Board of The Goodyear Tire and Rubber Company. He also serves as a director of Avon Products, Inc. and Wal-Mart Stores, Inc.

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John A. Luke, Jr. has been a director since 1999. Mr. Luke is the Chairman and Chief Executive Officer of MeadWestvaco Corporation. Until December 1, 2002, he was the President and Chief Executive Officer of MeadWestvaco Corporation. Prior to that, he was the Chairman, President and Chief Executive Officer of Westvaco Corporation. Mr. Luke also serves as a director for The Bank of New York and MeadWestvaco Corporation.

Robert W. Mahoney has been a director since 1992. From 1988 to 2000, he served as Chairman of the Board of Diebold, Incorporated and was its Chief Executive Officer from 1988 to 1999 and its President from 1993 to 1996. Mr. Mahoney also serves as a director of The Sherwin-Williams Company and is Chairman of the Federal Reserve Bank of Cleveland and Mercy Medical Center, Canton, Ohio.

Jay A. Precourt has been a director since 1996. Mr. Precourt is the Chairman of the Board and Chief Executive Officer of ScissorTail Energy, LLC. Prior to that, he was Chairman of the Board and Chief Executive Officer of Hermes Consolidated Inc.; Vice Chairman, Chief Executive Officer and President of Tejas Gas; and Chairman of the Board of Coral Energy L.P. Mr. Precourt also serves as a director of both Halliburton Company and Founders Funds, Inc. and Chairman of the Board of Hermes Consolidated Inc.

John M. Timken, Jr. has been a director since 1986. Mr. Timken, Jr. is a private investor.

Joseph F. Toot, Jr. has been a director since 1968. Mr. Toot was also President of the company from 1979 to 1997 and Chief Executive Officer from 1992 to 1997. He also serves as a director of PSA Peugeot Citroen, Rockwell Automation, Inc. and Rockwell Collins, Inc.

Martin D. Walker has been a director since 1995. Mr. Walker is Principal of MORWAL Investments, a private investment firm. Prior to that, he was Chairman and Chief Executive Officer of M.A. Hanna Company. Mr. Walker also serves as a director of ArvinMeritor Inc, Comerica Inc., The Goodyear Tire & Rubber Company, Lexmark International Inc. and Textron Inc.

Jacqueline F. Woods has been a director since 2000. Previously she was President of Ameritech Ohio, an SBC Company, a telecommunications company. Ms. Woods also serves as a director of The Andersons, Inc. and OfficeMax, Inc.

Joseph W. Ralston has been nominated to serve as a director. He will stand for election at our 2003 annual meeting, which will be held in April 2003. From 2000 to January 17, 2003 he served as commander, U.S. European Command and Supreme Allied Commander Europe, NATO. From 1996 to 2000, he served as vice chairman of the Joint Chiefs of Staff. He has been a General Officer in the United States Air Force since 1988.

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DESCRIPTION OF THE NOTES

The following description of the notes (referred to in the accompanying prospectus generally as debt securities) supplements the more general description of the debt securities that appears in the accompanying prospectus. You should read this section together with the section entitled “Description of the Debt Securities” in the accompanying prospectus. If there are any inconsistencies between the information in this section and the information in the accompanying prospectus, the information in this section controls.

The following description is only a summary of certain terms of the notes and the indenture governing the notes. We urge you to read the indenture in its entirety because the indenture, and not this summary, defines your rights as a holder of the notes. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Trust Indenture Act of 1939, which we refer to as the TIA, and to all of the provisions of the indenture and those terms made a part of the indenture by reference to the TIA as in effect on the date of the closing of the offering of the notes. We provide our definitions for the capitalized terms in this section that we otherwise do not define either at the end of the relevant subsection or at the end of this section. For purposes of this section, references to “we”, “us”, “our” and the “Company” refer to The Timken Company and not its subsidiaries.

General

The notes will mature on . The notes will be issued in fully registered form only in minimum denominations of $1,000 and integral multiples of $1,000. Interest on the notes will accrue from at a rate of % per year. Interest on the notes will be payable semi-annually on and , beginning on , 2003, to the persons who are registered holders of the notes at the close of business on and of each year immediately preceding the respective interest payment dates, except that interest payable at maturity will be paid to the same persons to whom principal of the notes is payable.

Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest period relating to an interest payment date (including the maturity date) shall be the period from, and including, the most recent preceding interest payment date (or, in the case of the first interest period, , 2003) to, but excluding, the relevant interest payment date.

All payments on the notes, including principal, premium, if any, and interest will be payable at the corporate trust office of the trustee, as paying agent under the indenture as set forth in the indenture.

If any interest payment date, maturity date or redemption date of a note falls on a day that is not a business day, the required payment of principal and interest will be made on the next succeeding business day as if made on the date that the payment was due and no interest will accrue on that payment for the period from and after that interest payment date, maturity date or redemption date as the case may be, to the date of that payment on the next succeeding business day. The term “business day” means, with respect to any note, any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in The City of New York, New York or Canton, Ohio are authorized or required by law, regulation or executive order to close.

The notes will constitute a series of debt securities to be issued under an indenture between us and The Bank of New York, as trustee, the terms of which are more fully described elsewhere in this prospectus supplement and in the accompanying prospectus. Initially, the notes will be limited to $ million aggregate principal amount. The indenture does not limit the aggregate principal amount of debt securities that we may issue thereunder and provides that we may issue debt securities from time to time in one or more additional series. The terms of the notes do not limit our ability to incur additional indebtedness. The terms of the notes do not necessarily afford holders of notes protection in the event of a highly leveraged transaction or other transaction involving us that may adversely affect holders.

The notes will not be subject to any sinking fund.

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Ranking

The notes are unsecured, rank equally with all our existing and future unsecured and unsubordinated indebtedness and are senior to our future subordinated indebtedness. The notes will be exclusively our obligation and not the obligation of any of our subsidiaries. Our rights and the rights of any holder of the notes (or other of our creditors) to participate in the assets of any subsidiary upon that subsidiary’s liquidation or recapitalization will be subject to the prior claims of the subsidiary’s creditors, except to the extent that we may be a creditor with recognized claims against the subsidiary. In addition, the notes will effectively rank junior in right of payment to any secured indebtedness which we may incur in the future to the extent of the assets securing such indebtedness.

Optional Redemption

We may redeem the notes at our option, in whole at any time or in part from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (not including any portion of those payments of interest accrued to the date of redemption) from the redemption date to the maturity date of the notes being redeemed, in each case, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus basis points, plus, in each case, accrued and unpaid interest on the notes to the date of redemption.

“Adjusted Treasury Rate” means, with respect to any date of redemption, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that date of redemption.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.

“Comparable Treasury Price” means, with respect to any date of redemption, (1) the average of the Reference Treasury Dealer Quotations for the date of redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than three Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

“Quotation Agent” means Morgan Stanley & Co. Incorporated, which we refer to as Morgan Stanley, or another Reference Treasury Dealer appointed by us.

“Reference Treasury Dealer” means (1) each of Morgan Stanley, Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, which we refer to as Merrill Lynch, any other dealer selected by Morgan Stanley, and the respective successors of the foregoing; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we shall substitute another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any date of redemption, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that date of redemption.

We will mail notice of any redemption at least 30 days, but not more than 60 days, before the date of redemption to each holder of the notes to be redeemed. If less than all the notes are to be redeemed at any time, the trustee will select notes to be redeemed on a pro rata basis or by any other method the trustee deems fair and appropriate. Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the notes or portions thereof called for redemption.

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Material Covenants

Limitations on Liens

So long as any notes are outstanding, the Company will not, nor will it permit any Domestic Subsidiary to, incur, issue, assume or guarantee any indebtedness for money borrowed, which we refer to as “Debt,” secured by any mortgage or other encumbrance, which we refer to as a “Mortgage,” on any Principal Manufacturing Property of the Company or its Domestic Subsidiaries or any shares of stock or Debt of any Domestic Subsidiaries which own a Principal Manufacturing Property, without concurrently securing the notes equally and ratably with such Debt so long as such Debt shall be so secured. This restriction does not apply to Debt secured by (1) Mortgages of the Company or its Domestic Subsidiaries existing at the time of the indenture; (2) Mortgages on property of, or on any shares of stock of, any corporation existing at the time it becomes a Domestic Subsidiary; (3) Mortgages on property or shares of stock of a Domestic Subsidiary (a) existing at the time of acquisition thereof (including acquisition through merger or consolidation), (b) to secure the payment of all or any part of the purchase price or construction cost thereof or (c) to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property or shares or the completion of any such construction and commencement of full operation of such property for the purpose of financing all or any portion of the purchase price or construction cost thereof; (4) Mortgages in favor of the Company or any Domestic Subsidiary; (5) Mortgages in favor of the United States, any state or any subdivision, department, agency or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute; or (6) extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of any Mortgage referred to in (1) through (5).

Notwithstanding the limitations on liens described above, the Company or any Domestic Subsidiary may incur, issue, assume or guarantee any Debt secured by a Mortgage on any Principal Manufacturing Property of the Company or its Domestic Subsidiaries or any shares of stock or Debt of any Domestic Subsidiary, in addition to that permitted above and without any obligation to secure the notes, provided that at the time of such incurrence, issuance, assumption or guarantee of such Debt, and after giving effect thereto, Exempted Debt, in the aggregate, does not exceed 15% of the Consolidated Net Tangible Assets of the Company and its Subsidiaries, taken as a whole.

Limitation on Sale and Leaseback

So long as any notes are outstanding, the Company will not, nor will it permit any Domestic Subsidiary to, sell and leaseback for more than three years any Principal Manufacturing Property of the Company or any Domestic Subsidiary acquired, constructed or placed into service more than 180 days before such lease arrangement. This restriction does not apply if (a) the Company or such Domestic Subsidiary would be entitled as described in “— Limitations on Liens” above to incur Debt secured by a Mortgage on such Principal Manufacturing Property in a principal amount equivalent to the Attributable Debt in respect of such arrangement without equally and ratably securing the notes or (b) the Company retires Funded Debt or causes Funded Debt to be retired equal to the greater of the net proceeds of such sale or the fair market value of the Principal Manufacturing Property to be subject to such arrangement.

Notwithstanding the limitations on sale and leaseback transactions described above, the Company or any Domestic Subsidiary may enter into a sale and leaseback transaction of a Principal Manufacturing Property of the Company or any Domestic Subsidiary in addition to that permitted above and without any obligation to retire any notes or other indebtedness referred to above, provided that at the time of entering into such sale and leaseback transaction and after giving effect thereto, Exempted Debt, in the aggregate, does not exceed 15% of the Consolidated Net Tangible Assets of the Company and its Subsidiaries, taken as a whole.

The term “Attributable Debt” means, as to any particular lease under which any person (as defined in the indenture) is at the time liable, at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such person under such lease during the remaining term thereof (after giving effect to any extensions at the option of the lessee), discounted from the respective due dates thereof to such date at the rate per annum borne by the notes.

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The term “Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (a) all current liabilities (excluding any liabilities constituting Funded Debt by reason of being renewable or extendible) and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other intangibles, all as set forth on the most recent consolidated balance sheet of the Company and its consolidated Subsidiaries and computed in accordance with GAAP.

The term “Domestic Subsidiary” means a Subsidiary of the Company except a Subsidiary (a) which neither transacts any substantial portion of its business nor regularly maintains any substantial portion of its fixed assets within the United States of America, or (b) which is engaged primarily in financing the operation of the Company or its Subsidiaries, or both, outside the United States of America.

The term “Exempted Debt” means the sum of the following items outstanding as of the date Exempted Debt is being determined: (1) indebtedness of the Company and its Subsidiaries incurred after the date of the indenture and secured by Mortgages created or assumed pursuant to the second paragraph under “— Limitations on Liens” above and (2) Attributable Debt of the Company and its Subsidiaries in respect of every sale and leaseback transaction entered into after the date of the indenture and pursuant to the second paragraph under “— Limitation on Sale and Leaseback” above.

The term “Funded Debt” means all indebtedness for money borrowed having a maturity of more than twelve months from the date as of which the amount thereof is to be determined, or having a maturity of less than twelve months from the date as of which the amount thereof is to be determined but by its terms being renewable or extendible beyond twelve months from such date at the option of the borrower.

The term “principal” includes premium, if any.

The term “Principal Manufacturing Property” means any building, structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for manufacturing or warehousing and located in the United States of America, owned or leased by the Company or any Subsidiary. The term “Principal Manufacturing Property” does not include any of the above referenced property: (a) financed through the issuance of tax exempt governmental obligations or (b) that the Board of Directors of the Company determines is not materially important to the total business of the Company and its Subsidiaries.

The term “Subsidiary” means any corporation at least a majority of the voting stock of which is owned or controlled, directly or indirectly, by the Company or any of its Subsidiaries or by the Company and one or more of its Subsidiaries.

Consolidation, Merger and Sale of Assets

The Company may, without the consent of the trustee or the holders of outstanding notes, consolidate or merge with or into, or convey, transfer or lease its properties and assets substantially as an entirety to, any other corporation, provided that:



	•	any successor corporation formed by or surviving any consolidation or merger or any person to which a conveyance, transfer or lease has been made that, in either case, is a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia;


	•	such successor corporation expressly assumes all of our obligations under the indenture and the notes;

	•	there is no default under the indenture immediately after giving effect to the merger, consolidation or conveyance, lease or transfer, as the case may be; and


	•	the trustee receives, if requested, an opinion of counsel that the merger, consolidation or conveyance, lease or transfer, as the case may be complies, with the applicable provisions of the indenture.

Thereafter, except with respect to a lease, we will be relieved of all our obligations under the indenture and the notes.

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Same-Day Settlement and Payment

The notes will trade in the same-day funds settlement system of DTC until maturity or until we issue the notes in definitive form. DTC will therefore require secondary market trading activity in the notes to settle in immediately available funds. We can give no assurance as to the effect, if any, of settlement in immediately available funds on trading activity in the notes.

Further Issues

We may from time to time, without notice to or the consent of the registered holders of the notes, create and issue additional debt securities having the same terms as, and ranking equally and ratably with, the notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such additional debt securities, or except for the first payment of interest following the issue date of such additional debt securities), so that such additional debt securities will be consolidated and form a single series with, and have the same terms as to status, redemption or otherwise as, the notes.

We may at any time and from time to time purchase notes in the open market or otherwise.

Book-Entry System; Delivery and Form

The notes will be represented by one or more global notes in definitive, fully registered form without interest coupons. Each global note will be deposited with the trustee as custodian for DTC and registered in the name of a nominee of DTC in New York, New York for the accounts of institutions that have accounts with DTC (“participants”).

Investors may hold their interests in a global note directly through DTC if they are DTC participants, or indirectly through organizations that are DTC participants. Except in the limited circumstances described below, holders of notes represented by interests in a global note will not be entitled to receive their notes in fully registered definitive form, which notes we refer to as “definitive notes.”

DTC has advised us as follows: DTC is a limited-purpose trust company organized under New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers (which may include the underwriters), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s book-entry systems is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.


	Ownership of Beneficial Interests

We expect that, pursuant to the procedures established by DTC, upon the issuance of each global note, DTC will credit, on its book-entry registration and transfer system, the respective principal amount of the individual beneficial interests represented by the global note to the accounts of participants. Ownership of beneficial interests in each global note will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in each global note will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in the global note other than participants).

So long as DTC, or its nominee, is the registered holder and owner of a global note, DTC or such nominee, as the case may be, will be considered the sole legal owner of the notes represented by the global note for all purposes under the indenture, the notes and applicable law. Except as set forth below, owners of beneficial interests in a global note will not be entitled to receive definitive notes, will not be entitled to have the notes represented by the global note registered in their names and will not be considered to be the owners or holders of any notes under the global note. We understand that under existing industry

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practice, in the event an owner of a beneficial interest in a global note desires to take any actions that DTC, as the holder of the global note, is entitled to take, DTC would authorize the participants to take such action, and that participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them. No beneficial owner of an interest in a global note will be able to transfer the interest except in accordance with DTC’s applicable procedures. Because DTC can only act on behalf of participants, who in turn act on behalf of others, the ability of a person having a beneficial interest in a global note to pledge that interest to persons that do not participate in the DTC system, or otherwise to take actions in respect of that interest, may be impaired by the lack of a physical certificate of that interest.

All payments on the notes represented by a global note registered in the name of and held by DTC or its nominee will be made to DTC or its nominee, as the case may be, as the registered owner and holder of the global note.

We expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global note, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global note as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for accounts of customers in the names of nominees for such customers. Such payments, however, will be the responsibility of such participants and indirect participants, and neither we, the underwriters, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in any global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or the relationship between such participants and the owners of beneficial interests in the global note.

Unless and until it is exchanged in whole or in part for definitive notes, no global note may be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC. Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

We expect that DTC will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in a global note are credited and only in respect of such portion of the aggregate principle amount of the notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the notes, DTC will exchange each global note for definitive notes, which it will distribute to its participants.

Although we expect that DTC will agree to the foregoing procedures in order to facilitate transfers of interests in each global note among participants of DTC, DTC is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither the underwriters, the trustee, nor we will have any responsibility for the performance or nonperformance by DTC or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

The indenture provides that if:



	•	DTC notifies us that it is unwilling or unable to continue as depositary or if DTC ceases to be eligible under the indenture and we do not appoint a successor depositary within 90 days;



	•	we determine that the notes shall no longer be represented by global notes, and we execute and deliver to the trustee, in our discretion, a company order to such effect; or


	•	an event of default with respect to the notes shall have occurred and be continuing;

the global notes will be exchanged for notes in definitive form of like tenor and of an equal principal amount, in authorized denominations. Such definitive notes shall be registered in such name or names as

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DTC shall instruct the trustee. We expect that such instructions may be based upon directions received by DTC from participants with respect to ownership of beneficial interest in global securities.

We have obtained the information in this section concerning DTC and DTC’s book-entry system from sources that we believe to be reliable, but neither we nor the trustee take responsibility for its accuracy.


	Holding Through Euroclear and Clearstream, Luxembourg

If the depositary for a global security is DTC, you may hold interests in the global security through Clearstream Banking, société anonyme, which we refer to as “Clearstream, Luxembourg,” or Euroclear Bank S.A./ NV, as operator of the Euroclear System, which we refer to as “Euroclear,” in each case, as a participant in DTC. Euroclear and Clearstream, Luxembourg will hold interests, in each case, on behalf of their participants through customers’ securities accounts in the names of Euroclear and Clearstream, Luxembourg on the books of their respective depositaries, which in turn will hold such interests in customers’ securities in the depositaries’ names on DTC’s books.

Payments, deliveries, transfers, exchanges, notices and other matters relating to the notes made through Euroclear or Clearstream, Luxembourg must comply with the rules and procedures of those systems. Those systems could change their rules and procedures at any time. We have no control over those systems or their participants, and we take no responsibility for their activities. Transactions between participants in Euroclear or Clearstream, Luxembourg, on one hand, and other participants in DTC, on the other hand, would also be subject to DTC’s rules and procedures.

Investors will be able to make and receive through Euroclear and Clearstream, Luxembourg payments, deliveries, transfers, exchanges, notices and other transactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

In addition, because of time-zone differences, U.S. investors who hold their interests in the notes through these systems and wish on a particular day, to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, investors who wish to exercise rights that expire on a particular day may need to act before the expiration date. In addition, investors who hold their interests through both DTC and Euroclear or Clearstream, Luxembourg may need to make special arrangements to finance any purchase or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than transactions within one clearing system.

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DESCRIPTION OF THE TORRINGTON PURCHASE AGREEMENT

AND RELATED AGREEMENTS

Stock and Asset Purchase Agreement


	*The Torrington Acquisition*

On October 16, 2002, we entered into a stock and asset purchase agreement with Ingersoll-Rand to acquire its Engineered Solutions business, including certain of its joint venture interests, operating assets and subsidiaries, including The Torrington Company. We will pay Ingersoll-Rand cash and stock valued at $840 million for this acquisition, subject to adjustment.


	*Consideration Payable By Us*

At the closing of the Torrington acquisition, we will pay Ingersoll-Rand total consideration of approximately $840 million, consisting of (1) approximately $140 million worth of our shares of common stock and (2) $700 million in cash, subject to adjustment, to be financed by this offering (or borrowings under the term loan component of our new senior credit facility), our concurrent offering of our common stock, borrowings under our new senior credit facility and borrowings under our new accounts receivable facility.

The purchase price payable by us in the Torrington acquisition is subject to potential upward or downward adjustment after the closing based on the net amount, if any, by which (1) the net working capital of Torrington on the closing date has varied from the net working capital of Torrington on December 31, 2001, and (2) scheduled debt obligations of Torrington on the closing date of the Torrington acquisition are greater or less than cash held by Torrington. The net working capital of Torrington on December 31, 2001 was approximately $286.3 million, and the scheduled debt obligations of Torrington on the date of the purchase agreement were approximately $10.7 million.

Net working capital on the closing date is to be calculated by subtracting the current liabilities of Torrington on the closing date from the current assets (excluding cash and net debt) of Torrington on the closing date. On the date of the purchase agreement, (1) current liabilities of Torrington consisted of accounts payable and accruals of Torrington, but excluded liabilities for retirement plans, accruals for supplemental compensation, workers compensation, severance and redundancy costs, restructuring, interest, and insurance and reserves for incurred but not reported claims, CDO payments and product liability and environmental claims, and (2) current assets of Torrington consisted of accounts receivable, inventories, prepaid expenses, a securitized accounts receivable, a LIFO reserve and an intercompany and forward contract, but excluded prepaid taxes and a certain royalty payment to Ingersoll-Rand. We and Ingersoll-Rand have agreed to calculate the closing date net working capital of Torrington in accordance with GAAP and on a basis consistent with the way it was calculated on December 31, 2001.

For purposes of the net working capital adjustment, if Torrington’s closing date net working capital is less than its net working capital was on December 31, 2001, Ingersoll-Rand will pay us an amount in cash equal to the amount of the deficiency; however, if Torrington’s closing date net working capital is more than its net working capital was on December 31, 2001, we will pay Ingersoll-Rand an amount in cash equal to the amount of the excess.

For purposes of the net debt adjustment, if the amount of cash held by Torrington on the closing date exceeds the scheduled debt obligations of Torrington on the closing date, we will pay Ingersoll-Rand an amount in cash equal to the amount of the excess; however, if the amount of cash held by Torrington on the closing date is less than the scheduled debt obligations of Torrington on the closing date, Ingersoll-Rand will pay us an amount in cash equal to the amount of the deficiency.

Under the purchase agreement, any and all amounts payable by us or Ingersoll-Rand, as the case may be, are to be netted against all amounts payable by the other party.

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	*Closing Conditions*

Both our and Ingersoll-Rand’s obligation to consummate the Torrington acquisition is subject to a number of terms and conditions, including the following material conditions:


	•	the representations and warranties of the other party set forth in the purchase agreement being true and correct in all material respects, except for changes permitted or contemplated by the purchase agreement;

	•	both Ingersoll-Rand and us having performed and complied in all material respects with all agreements and obligations required by the purchase agreement to be performed by or complied with by Ingersoll-Rand or us on or prior to the closing date;

	•	the required governmental approvals, as set forth in the purchase agreement, having been obtained;

	•	on the closing date, there not being any pending or threatened proceeding brought by a governmental agency before any court or governmental agency seeking to prohibit or restrain the Torrington acquisition;


	•	on the closing date, our having completed our concurrent offering of 11 million shares of common stock at a minimum offering price of $14.75 per share;


	•	our having obtained debt financing in connection with the Torrington acquisition; and

	•	the relevant stock sellers, as set forth in the purchase agreement, having accepted our offer to purchase Ingersoll-Rand’s shares of Nadella S.A. and Torrington France S.A.R.L.

On December 10, 2002, we announced that the Federal Trade Commission, or FTC, had completed its review of the Torrington acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or HSR. The FTC allowed the waiting period under HSR to expire without further notification, which indicates that the notification and waiting period requirements under HSR have been satisfied. On January 23, 2003, we received the necessary governmental approvals from the European Union Commission for the Torrington acquisition. Furthermore, the relevant stock sellers referred to in the last bullet point above have accepted our offer referred to therein, although the acceptance will not be effective until the closing of the Torrington acquisition.


	*Indemnification*

Ingersoll-Rand and the other sellers named in the purchase agreement, which we refer to as the Sellers, have agreed to indemnify us for certain losses and for the time periods described in the purchase agreement. In order to be indemnified, we must have asserted all claims against, or at least provided notice to, Ingersoll-Rand, before the end of the applicable claim’s survival period, as described in the purchase agreement. Unless otherwise specified, all covenants and obligations contained in the purchase agreement to be performed following the closing of the Torrington acquisition survive after the closing until the end of their period of applicable performance. Specifically, the Sellers have agreed to indemnify us for any claim, loss, liability, damage or certain costs (other than claims, losses, liabilities, damages and certain costs relating to certain tax matters, which are the subject of a separate tax indemnity described below) arising out of certain matters, including the following material items:


	•	any breach of any representation or warranty by the Sellers set forth in the purchase agreement, determined in certain cases, with certain exceptions, without regard to qualification with respect to materiality or material adverse effect, the survival period for which is three years from the closing date (except for the representations and warranties relating to: (1) tax matters, the survival period for which is the applicable statute of limitations; (2) environmental matters, with certain exceptions, the survival period for which is up to the closing; (3) the power, authority and due authorization of Ingersoll-Rand and its subsidiaries with respect to their execution, delivery and performance of the purchase agreement, the survival period for which will continue indefinitely; and (4) the Sellers’ ownership of the capital stock of the Torrington entities and joint venture interests

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		and their ability to convey such stock and joint venture interests free of encumbrances (except as permitted), the survival period for which will also continue indefinitely);

	•	any breach by any Seller of any covenant, obligation or agreement under the purchase agreement;

	•	specific environmental liabilities identified by the Sellers in the purchase agreement or, if not identified, otherwise known by the Sellers as of closing;

	•	hazardous material releases or environmental law violations unknown to the Sellers that exist as of, or occurred or existed prior to, the closing, for which losses will be shared 70% by the Sellers and 30% by us, subject to a $10,000,000 liability cap for us and a survival period of eight years following the closing, except that the following are not subject to such loss-sharing or liability cap:


	▪	disposal of materials from the Torrington entities as of or prior to closing at locations not owned or operated by the Torrington entities as of closing;

	▪	third party (other than a governmental authority) claims for personal injury, death or property damage caused by exposure to hazardous materials released by the Torrington entities as of or prior to closing;

	▪	hazardous material releases or environmental law violations at or resulting from operations of any property owned or operated by the Torrington entities at any time prior to, but not at or after, the closing (survives without limitation);


	•	third party claims for personal injury, death or property damage arising out of the sale of products by a Torrington entity or as part of the Torrington business (including discontinued operations) prior to the closing;

	•	proceedings based on contractual or legally mandated warranty claims with respect to products of the Torrington business sold before the closing, which we refer to for purposes of this description as product warranty claims;

	•	any liabilities arising out of any pending or threatened proceedings before any governmental authority known to Ingersoll-Rand;

	•	the failure of Ingersoll-Rand to pay or satisfy any liabilities with respect to Torrington that will be retained by Ingersoll-Rand following the closing pursuant to the terms of the purchase agreement; and

	•	any required repayment of amounts received by a Seller prior to the closing or by The Torrington Company after the closing under the CDO.

We have agreed to indemnify the Sellers in the manner and for the time periods described in the purchase agreement. Specifically, we have agreed to indemnify the Sellers for any claims, loss, liability, damage and certain costs (other than claims, losses, liabilities, damages or certain costs relating to certain tax matters, which are the subject of a separate tax indemnity described below) arising out of:


	•	any breach of any representation or warranty of the buyers set forth in the purchase agreement, the survival period for which is three years from the closing date (except for the representations and warranties relating to: (1) tax matters, the survival period for which is the applicable statute of limitations; (2) the buyers’ power, authority and due authorization with respect to our execution, delivery and performance of the purchase agreement; (3) our ability to convey at the closing to Ingersoll-Rand the shares of Timken common stock constituting the share consideration to be delivered to Ingersoll-Rand, free of encumbrances; and (4) our ownership of the stock of our subsidiaries, the indemnification period for each of which will continue indefinitely);

	•	any breach by the buyers of any of the buyers’ covenants, obligations or agreements under the purchase agreement;

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	•	the possession, use, operation or management of any property of Torrington as of and after the closing (except to the extent we are entitled to indemnification from Ingersoll-Rand), the indemnification period for which is the applicable statute of limitations; and

	•	our failure to pay or satisfy certain specific enumerated liabilities with respect to Torrington that will be assumed by us at the closing.

In general, neither our nor Ingersoll-Rand’s indemnification obligations are financially limited. With respect to breaches of representations and warranties and product warranty claims, however, both our and Ingersoll-Rand’s right to recover is subject to a general and per-claim deductible and a cap. Neither party will be entitled to any recovery for claims, losses, liabilities, damages or expenses arising out of or related to breaches of representations and warranties unless the total amount of indemnifiable claims, losses, liabilities, damages or expenses exceeds $12.0 million (or $2.5 million in the case of product warranty claims brought against us), which we refer to as the deductible amount, and then will only be entitled to indemnification for losses exceeding that amount. Only individual claims above $50,000 will be taken into account in computing the deductible amount. Neither party is obligated to pay more than an aggregate of $400 million as a result of claims of this type.

The indemnity limitations described above do not apply to losses based on fraud by an indemnifying party, or losses arising out of or related to breaches of representations and warranties relating to: (1) the power, authority and due authorization of such party and its subsidiaries with respect to their execution, delivery and performance of the purchase agreement, (2) broker’s or other fees, or (3) the Sellers’ ownership of the capital stock of the Torrington entities and joint venture interests and the Sellers’ ability to convey such stock free of encumbrances. In addition, the foregoing limitations do not apply to the separate tax indemnity described below.


	*Tax Indemnification*

The purchase agreement also provides that Ingersoll-Rand will indemnify us with respect to any breach of representations and warranties relating to tax matters, certain pre-closing and post-closing tax liabilities relating to Torrington and taxes with respect to our receipt of amounts payable to Ingersoll-Rand under the CDO.


	*Employee Benefits Matters*

Under the terms of the purchase agreement, we have agreed that, for all employees:


	•	we will provide a total benefit package substantially comparable in the aggregate to current Ingersoll-Rand benefits until December 31, 2003;

	•	we will give credit, among other things, for past service for participation and vesting;

	•	we will assume applicable collective bargaining agreements;

	•	Ingersoll-Rand will retain liability for bonuses payable pursuant to agreements, plans or programs adopted or established in connection with the Torrington acquisition; and

	•	Ingersoll-Rand will retain liability for monetary awards or settlements relating to pre-closing employment-related legal proceedings.

For U.S. employees, we have agreed that:


	•	Ingersoll-Rand will retain all liabilities under employee benefit plans, pension assets and obligations, all post-employment benefit obligations and all other liabilities for inactive, former and retired employees; and

	•	we will assume post-employment and post-retirement welfare benefit obligations for active employees and their spouses and dependents, subject to our right to amend or terminate those benefits after December 31, 2003.

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For non-U.S. employees, we have agreed that:


	•	in jurisdictions where we are acquiring stock of the acquired business, we will generally assume all employee benefit plan responsibilities for all employees and former employees; and

	•	in jurisdictions where we are acquiring assets of the acquired business, Ingersoll-Rand will generally retain pre-closing employment obligations and we will be responsible for the post-closing period.


	*Termination*

The purchase agreement may be terminated:


	•	by mutual written consent of us and Ingersoll-Rand;

	•	by us or Ingersoll-Rand if the closing does not occur on or before June 30, 2003, unless the failure to close is due to the failure of the party wishing to terminate to comply in all material respects with its agreements and covenants;

	•	by us or Ingersoll-Rand if any of the conditions to such party’s obligations to perform becomes incapable of fulfillment, provided that we may not terminate the purchase agreement for failure to obtain financing under our new senior credit facility;

	•	by us or Ingersoll-Rand if the other party breaches or fails to perform in any material respect its representations, warranties or covenants;

	•	by us or Ingersoll-Rand if there is a final and nonappealable governmental order or other action restraining, enjoining or otherwise prohibiting the Torrington acquisition;

	•	by us or Ingersoll-Rand if we are unable to complete this offering; or

	•	by us or Ingersoll-Rand if we have not completed this offering within 90 days after receipt of certain regulatory approvals of the Torrington acquisition and the registration statement of which this prospectus supplement is a part having been declared effective.


	*Non-Competition*

Ingersoll-Rand has agreed not to compete with us for a period of three years after the closing and has agreed not to hire any employees of Torrington for a period of one year after the closing, subject to customary exceptions.


	*Fees and Expenses*

The purchase agreement provides that we and Ingersoll-Rand will each pay our own expenses relating to the purchase agreement and will each bear the fees and expenses of any broker or finder retained by it in connection with the transactions contemplated by the purchase agreement and the related agreements.

Transition Services Agreement

Under the terms of the purchase agreement, Ingersoll-Rand has agreed to provide certain services to us under a transition services agreement to be entered into at the time of the closing of the Torrington acquisition. The transition services agreement is designed to permit us to continue to use the services historically provided by Ingersoll-Rand to its Engineered Solutions business.

For up to nine months following the closing of the Torrington acquisition, Ingersoll-Rand will agree to provide us with the services described in the transition services agreement. The applicable fee for each service will be as follows:


	•	during the period from the closing date until the second month anniversary of the closing date, 50% of the specified fee for each service as set forth in the transition services agreement;

	•	during the period from the second month anniversary of the closing date until the fourth month anniversary of the closing date, 100% of the specified fee for each service as set forth in the transition services agreement; and

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	•	at all times after the fourth month anniversary of the closing date, 150% of the specified fee for each service as set forth in the transition services agreement.

Any taxes required to be charged by Ingersoll-Rand for each service under applicable laws will be in addition to the fees described above. Ingersoll-Rand will render statements to us each month for services delivered during each preceding month, and all amounts will be payable by us within 30 days thereof. If we do not pay any amounts due within each 30-day period, we will be subject to late charges at a rate of 10% per annum for each day that such amount is overdue.

The transition services agreement will have a term of nine months from the closing date; however, we will have the right to cancel any service upon 30 days’ written notice of cancellation. Ingersoll-Rand will also have the right to cease to provide any service to us upon 90 days’ written notice if Ingersoll-Rand ceases to provide such service to all of its subsidiaries, divisions and business units. Additionally, if either we or Ingersoll-Rand materially breach any of our respective obligations under the transition services agreement and such breach is not cured within 30 days of receipt of notice from the non-breaching party, then the non-breaching party may immediately terminate the transition services agreement.

Standstill and Voting Agreement

Under the terms of the purchase agreement, Ingersoll-Rand has agreed to enter into a standstill and voting agreement with us at the time of the closing of the Torrington acquisition. The standstill and voting agreement will set forth the terms and conditions under which Ingersoll-Rand and its affiliates may acquire, vote, transfer or dispose of our securities, including approximately $140 million of our common stock we will issue to Ingersoll-Rand in connection with the Torrington acquisition.

Under the standstill and voting agreement, Ingersoll-Rand will agree not to transfer its shares of our common stock for a period of six months following the closing, which we refer to as the lock-up period, with limited exceptions. In particular, Ingersoll-Rand will be allowed to transfer its shares of our common stock (1) to its affiliates who agree to be bound by the standstill and voting agreement, (2) in connection with the granting of a security interest to a financial institution if the financial institution agrees to be bound by the standstill and voting agreement, (3) in accordance with the registration rights agreement described below, or (4) in connection with a merger or consolidation approved by our stockholders.

The restrictions on transfers contained in the standstill and voting agreement also do not apply to transfers that may occur in the context of a bona fide third party tender offer or exchange offer, if the tender offer or exchange offer (1) is recommended or not recommended against by our board of directors, (2) is approved by our stockholders under Ohio takeover law, or (3) is a partial tender offer meeting certain conditions in which Ingersoll-Rand could be disadvantaged by not participating. Additionally, until Ingersoll-Rand holds less than 5% of our outstanding shares of common stock, Ingersoll-Rand will be prohibited from transferring its shares of our common stock to any third party which would, to the knowledge of Ingersoll-Rand, subsequently hold 5% or more of our common stock as a result of the transfer, unless the transferee agrees to be bound by the standstill and voting agreement. We have agreed with the underwriters for our concurrent offering of common stock not to waive the transfer restrictions contained in the standstill and voting agreement during the six-month lock-up period without their prior written consent.

Ingersoll-Rand will also be prohibited from acquiring additional shares of our common stock, with certain limited and customary exceptions; proposing a merger or other business combination with us; depositing its shares in a voting trust; joining a group or acting in concert with others to acquire our common stock; engaging in discussions or negotiations with respect to, or encouraging, a change of control of our company; or seeking to influence our management or affairs. These standstill restrictions will be in effect for a period ending three years after the date when Ingersoll-Rand ceases to hold 5% of our outstanding shares of common stock.

In addition, until Ingersoll-Rand holds less than 5% of our outstanding shares of common stock, Ingersoll-Rand will be required to vote its shares of our common stock in proportion to the votes cast by all other holders of our shares. Ingersoll-Rand, however, may vote in accordance with the recommendation

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of our board or may vote independently in (1) going private transactions, (2) certain transactions involving management or the Timken family, and (3) any transaction that uniquely discriminates against Ingersoll-Rand. In addition, Ingersoll-Rand may not solicit proxies or seek to influence the voting of our shares until such time as it holds less than 5% of our common stock.

Registration Rights Agreement

Under the terms of the purchase agreement, we have also agreed to enter into a registration rights agreement with Ingersoll-Rand with respect to the shares of common stock we will issue to it as part of the consideration for the Torrington acquisition. The registration rights agreement will obligate us to file, as soon as practicable after the closing of the acquisition, a shelf registration statement with the SEC allowing Ingersoll-Rand to resell its shares of our common stock in registered resales in compliance with SEC rules, including up to two underwritten offerings. Subject to certain conditions, we have retained the right to suspend Ingersoll-Rand’s ability to use the shelf registration statement for two periods, each up to 45 days, in any 365-day period. We and Ingersoll-Rand will also agree, if so requested by the underwriters in any such offering, not to effect any public sale or distribution of our common stock, or similar securities, during the 15 days prior to, and up to 90 days after, any underwritten offering under the shelf registration statement.

Ingersoll-Rand will also be entitled to include its shares of our common stock in any other registration statement that we may file with the SEC, both during and after the lock-up period described above. During the lock-up period, the securities we propose to sell will be included in any such registration statement prior to those held by Ingersoll-Rand, if the underwriters for an offering determine that demand is insufficient to include all of the shares requested to be included by Ingersoll-Rand. After the expiration of the lock-up period, the securities to be included in any underwritten offering will be allocated pro rata among us and Ingersoll-Rand. We and Ingersoll-Rand will also agree, if so requested by the underwriters in any such offering, not to effect any public sale or distribution of our common stock, or similar securities, during the 15 days prior to, and up to 90 days after, any underwritten offering under any such other registration statement.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

New Senior Credit Facility

The following is a summary of our new senior credit facility. The summary is qualified in its entirety by reference to the senior credit facility and the attachments thereto and all documents to be entered into in connection with the senior credit facility, which will be available from us upon request. You are encouraged to read all these documents. Capitalized terms we use below without definition have the meanings assigned to them in the senior credit facility.

In connection with the Torrington acquisition, we have entered into a new $875 million senior credit facility, comprised of a term loan facility of up to $375 million and a revolving credit facility of up to $500 million with a syndicate of financial institutions for which Bank of America, N.A. and KeyBank are acting as co-administrative agents, KeyBank is acting as paying agent, and Banc of America Securities LLC and KeyBank are acting as joint lead arrangers and joint book managers. Merrill Lynch is acting as syndication agent, and Morgan Stanley Bank is acting as documentation agent. The new senior credit facility will replace our existing senior credit facility. It is a condition precedent to our new senior credit facility that we use a portion of the proceeds of the new senior credit facility to repay all amounts outstanding under our existing credit facility and that our existing credit facility be terminated. We do not expect to borrow under the term loan portion of the new facility unless we are unable to consummate this offering on or prior to the closing of the Torrington acquisition.

Our new senior credit facility provides for borrowings in foreign currencies up to $100 million and the issuance of letters of credit up to $150 million, each of which are sublimits of the revolving credit facility. Borrowings under the term loan facility are due one year from the date of funding. The revolving credit facility expires five years from the initial funding date. All amounts outstanding under our new senior credit facility are guaranteed by all of our existing and future direct and indirect domestic subsidiaries.

We expect to use the proceeds of our new senior credit facility to:


	•	refinance existing indebtedness;

	•	fund, in part, the Torrington acquisition; and

	•	fund our working capital and capital expenditures and for other lawful requirements.

Conditions to Funding

Initial drawings under the new senior credit facility are subject to a number of conditions precedent, including the following material conditions:


	•	the termination of our existing senior credit facility upon the initial borrowing under our new senior credit facility;

	•	the closing of the Torrington acquisition in accordance with the terms of the purchase agreement and satisfaction of all conditions to closing thereunder;

	•	the receipt by the banks of certain financial information for us and Torrington;

	•	the absence of a material adverse change since December 31, 2001 in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of our company or Torrington;

	•	the absence of any material litigation or other governmental proceeding;

	•	the receipt of all necessary and material governmental, shareholder and third party consents;

	•	compliance by us with certain minimum pro forma EBITDA requirements;

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	•	minimum availability under the new senior credit facility of $125 million; and


	•	receipt by us of at least $162.25 million in gross proceeds from the concurrent offering of our common stock.

All drawings under the new senior credit facility are subject to customary conditions precedent, including the absence of a default or event of default and the accuracy of representations and warranties.

Although we have entered into our new senior credit facility, we are not permitted to draw down on this facility until the closing of the Torrington acquisition.

Interest Rates

Borrowings under our new senior credit facility bear interest, at our option, at either a floating rate equal to LIBOR plus a margin of 100 to 250 basis points, based on our long term corporate credit rating as determined by S&P and our senior unsecured long term debt rating as determined by Moody’s, or an alternate fixed base rate, defined as the higher of the KeyBank prime rate and the Federal Funds rate plus 50 basis points, plus a margin of 0 to 150 basis points, also based on our long-term corporate credit rating as determined by S&P and our senior unsecured long term debt rating as determined by Moody’s.

Mandatory Prepayments

Subject to certain exceptions and limitations, our new senior credit facility obligates us to prepay the entirety of our borrowings under the facility with the net cash proceeds of any asset sale by us or any of our subsidiaries, and so long as borrowings or commitments under the term loan facility remain outstanding, the net cash proceeds from the issuance or incurrence of any debt. Any mandatory prepayments with the net cash proceeds from the issuance or incurrence of any debt will be applied solely to the term loan facility, and any mandatory prepayments with the net cash proceeds from any asset sale will be applied first, to the term loan facility, and second, to the revolving credit facility (with corresponding commitment reductions in the case of prepayments applied to the revolving credit facility until the commitments under the revolving credit facility are reduced to $350 million).


	*Covenants*

Our new senior credit facility will require that we meet and maintain certain financial ratios and tests. We will also be subject to certain affirmative and negative covenants customary for senior credit facilities of this type. Below is a summary of all of the material limitations under the facility.

Liens. Neither we nor any of our subsidiaries will be permitted to create, incur, assume or suffer to exist any lien upon any of our property, assets or revenues, other than the following:


	•	Liens existing on the closing date and on the funding date of the new credit facility and any renewals or extensions thereof;

	•	Liens for taxes not yet due or which are being contested in good faith, if adequate reserves are maintained on the books of the applicable entity in accordance with GAAP;

	•	Mechanics’, landlord’s or other like liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith, if adequate reserves are maintained on the books of the applicable entity;

	•	Pledges or deposits in the ordinary course of business in connection with workers’ compensation and related legislation, other than any lien imposed by ERISA;

	•	Deposits to secure performance bonds incurred in the ordinary course of business;

	•	Easements and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable entity;

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	•	Liens securing judgments for the payment of money in excess of $35 million or material non-monetary judgments that shall not have been paid, discharged, vacated or stayed for a period of 45 consecutive days, or securing appeal or other surety bonds related to such judgments;

	•	Liens securing indebtedness in respect of capital leases, synthetic lease obligations and purchase money obligations for fixed capital assets that meet certain tests;

	•	Liens on or transfers of accounts receivable and contracts, instruments and other assets related thereto arising in connection with the sale of such accounts receivable otherwise permitted by the new senior credit facility;

	•	Liens securing indebtedness of an entity that becomes our subsidiary as a result of an investment permitted by the new senior credit facility, provided that such liens existed prior to such entity becoming our subsidiary, were not created in anticipation thereof and do not extend to any assets other than those of such subsidiary; and

	•	Other liens securing indebtedness outstanding in an aggregate principal amount not to exceed $50 million.

Investments. Neither we nor any of our subsidiaries will be permitted to make or hold any investments, except:


	•	Investments held by us or our subsidiary in the form of cash equivalents;

	•	Advances to our and our subsidiaries’ officers, directors and employees either outstanding on the closing date of the new senior credit facility or that are made in the ordinary course of business for ordinary business purposes;

	•	Equity investments:


	•	of ours in any guarantor and investments of any guarantor in our company or in another guarantor;

	•	of a foreign subsidiary in any other subsidiary; and

	•	of ours or any guarantor in our receivables subsidiary and investments of our receivables subsidiary in our company or any guarantor, in each case, to the extent such investments pursuant to this clause are limited solely to the receivables subsidiary’s acquisition of receivables and related assets in connection with the accounts receivable facility and for activities incidental to such acquisitions and the receivables subsidiary’s status as a special purpose vehicle;


	•	Extensions of credit arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

	•	Other guarantees of indebtedness permitted by the new senior credit facility;

	•	Investments existing on the closing date and on the funding date of the new senior credit facility;

	•	Our investments or those of our subsidiaries in swap contracts designed to hedge against fluctuations in interest rates or foreign exchange rates or to mitigate any other risks associated with liabilities, commitments, investments, assets or property incurred in the ordinary course of business and consistent with past practice;

	•	Intercompany debt permitted under the new senior credit facility;

	•	The purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property and assets of, any entity that, upon the consummation thereof, will be wholly owned directly by us or one or more of our wholly owned subsidiaries, subject to requirements established by the new senior credit facility;

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	•	Our investments and those of our subsidiaries not otherwise permitted under the new credit facility in foreign subsidiaries or joint ventures, in an amount not to exceed the Adjusted Foreign Subsidiaries/Joint Venture Basket at the time of such investment, so long as before and immediately after giving pro forma effect to such investment, there is no default under the new senior credit facility, and immediately after giving effect to such investment, we and our subsidiaries are in compliance with all of the financial covenants in the new senior credit facility; and

	•	Other investments not exceeding $25 million in the aggregate in any one of our fiscal years.

Indebtedness. Neither we nor any of our subsidiaries will be permitted to create, incur, assume or suffer to exist any indebtedness, except:


	•	In our case only:


	•	Indebtedness in respect of swap contracts designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice;


	•	Indebtedness evidenced by the notes we are offering in this offering;


	•	Indebtedness owed to a wholly-owned subsidiary, which indebtedness shall be unsecured and subordinated on terms acceptable to the co-administrative agents under the new senior credit facility; or

	•	Unsecured indebtedness owed to an entity other than a wholly-owned subsidiary;


	•	In the case of the guarantors:


	•	Indebtedness owed to us or a wholly-owned subsidiary, which indebtedness shall be unsecured and subordinated on terms acceptable to the co-administrative agents under the new senior credit facility; and

	•	Unsecured indebtedness owed to an entity other than us or a wholly-owned subsidiary;


	•	In our case and the case of our subsidiaries:


	•	Indebtedness under the new senior credit facility;

	•	Indebtedness outstanding on the closing date and on the funding date of the new senior credit facility and any refinancings, refundings, renewals or extensions thereof, subject to certain conditions;

	•	Our guarantees or those of any guarantor (1) in respect of our indebtedness (other than intercompany indebtedness) or that of any other guarantor otherwise permitted under the new senior credit facility, and (2) in respect of indebtedness of a foreign subsidiary (other than intercompany indebtedness) otherwise permitted under the new senior credit facility to the extent such indebtedness meets certain conditions;

	•	Our obligations (contingent or otherwise) or those of any subsidiary existing or arising under any swap contract, provided that such obligations are (or were) entered into by such entity in the ordinary course of business for the purpose of directly mitigating risks and not for purposes of speculation, and such swap contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

	•	Indebtedness in respect of capital leases, synthetic lease obligations and purchase money obligations for fixed or capital assets within the limitations set forth in the new senior credit facility;

	•	(1) Indebtedness incurred in connection with the sale of accounts receivable and related assets, so long as the amount of the facility relating thereto does not exceed $125 million at any time,

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		and (2) indebtedness of the receivables subsidiary to us or any guarantor incurred in connection with the accounts receivables facility for the purchase of accounts receivable and related assets;

	•	Secured indebtedness in an amount not to exceed $50 million; and

	•	Indebtedness of an entity that becomes a subsidiary of our company or any of our subsidiaries as the result of an investment permitted by the new senior credit facility, provided that such indebtedness existed at the time such entity became a subsidiary and such indebtedness was not created in anticipation thereof; and


	•	In the case of foreign subsidiaries:


	•	Indebtedness owed to us or any of our subsidiaries that is otherwise permitted to be made under the new senior credit facility; and

	•	Unsecured indebtedness in an amount not to exceed the Adjusted Foreign Subsidiaries/ Joint Venture Basket at the time of the incurrence of such indebtedness.

Fundamental Changes. Neither we nor any of our subsidiaries will be permitted to merge, dissolve, liquidate, consolidate with or into another entity, or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any entity, except that, so long as no default exists under the new senior credit facility or would result therefrom:


	•	Any subsidiary may merge with (1) us, provided that we shall be the continuing or surviving entity, or (2) any one or more of our subsidiaries, provided that if any guarantor is merging with another subsidiary, the guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall promptly thereafter become a guarantor;

	•	Any subsidiary may dispose of all or substantially all of its assets to us or to another subsidiary; provided that if the transferor in such a transaction is a guarantor, then the transferee must either be our company or a guarantor or the transferee shall promptly thereafter become a guarantor; and

	•	In connection with any acquisition permitted under the new senior credit facility, any of our subsidiaries may merge into or consolidate with any other entity or permit any other entity to merge into or consolidate with it, provided that the entity surviving such merger shall be our wholly owned subsidiary;

provided, however, that in each case, immediately after giving effect thereto, in the case of any such merger to which we are a party, we are the surviving corporation.

Dispositions. Neither we nor any of our subsidiaries will be permitted to make any disposition or enter into any agreement to make any disposition, except:


	•	Dispositions of obsolete or worn out property in the ordinary course of business;

	•	Dispositions of inventory in the ordinary course of business;

	•	Dispositions of equipment or real property to the extent that (1) such property is exchanged for credit against the purchase price of similar replacement property, or (2) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property;

	•	Dispositions of property by any subsidiary to us or to a wholly-owned subsidiary, provided that if the transferor of such property is a guarantor, the transferee thereof must either be us or a guarantor;

	•	Dispositions permitted as described above under “— Fundamental Changes”;

	•	Dispositions by us and our subsidiaries not otherwise permitted under the new senior credit facility and dispositions by us and our subsidiaries not otherwise permitted of property acquired pursuant to the Torrington acquisition, provided that (1) no default exists under the new senior credit facility or

S-93


		would result from such disposition, (2) we and our subsidiaries are in pro forma compliance with all of the financial covenants set forth in the new senior credit facility, and (3) until the term loan facility has been repaid in full, the purchase price for such asset to be paid to us or such subsidiary is at least 80% cash;

	•	The limited recourse sale of accounts receivable and related assets in connection with the securitization of accounts receivable or similar rights to payment, upon terms and conditions that are customary, consistent with past practice and reasonably satisfactory to the co-administrative agents;

	•	Dispositions of cash or cash equivalents for purposes not otherwise prohibited under the new senior credit facility;

	•	The grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of the new senior credit facility, so long as no default shall occur under the new senior credit facility and be continuing;

provided, however, that, except for a disposition described in the immediately preceeding bullet point, each such disposition shall be for fair market value.

Restricted Payments. Neither we nor any of our subsidiaries will be permitted to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or, except with respect to us, issue or sell any Equity Interests to any entity other than us or a wholly owned domestic subsidiary or accept any capital contributions, except that:


	•	each subsidiary may make Restricted Payments to us and to our wholly-owned subsidiaries;

	•	we and each subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such entity;

	•	we and each subsidiary may purchase, redeem or otherwise acquire shares of our or its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of our or its common stock or other common Equity Interests;

	•	so long as no default under the new senior credit facility shall then exist or would result therefrom, we may:


	•	declare or pay cash dividends to our stockholders;

	•	purchase, redeem or otherwise acquire shares of our capital stock or warrants, rights or options to acquire any such shares for cash, in an aggregate amount for all such purchases, redemptions and other acquisitions made under this clause on and after December 31, 2002, not to exceed $20 million in any fiscal year; and

	•	acquire our common stock from employees or former employees of our company or any subsidiary in consideration for the exercise of stock options by such employees or former employees and any tax obligations incurred by such employees or former employees in connection with such exercise, so long as we are not required to make any cash payment to such employee or former employee or any other entity;

provided that the fair market value of all such common stock we acquire shall not exceed $10 million in any fiscal year.

Transactions with Affiliates. Neither we nor any of our subsidiaries will be permitted to enter into any transaction of any kind with any Affiliate, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to us or such subsidiary as would be obtainable in a comparable arm’s length transaction, except (1) transactions between or among us and our subsidiaries in the ordinary course of business, (2) transactions identified on a schedule to the new senior credit facility, and (3) transactions relating to our new accounts receivable facility.

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Financial Covenants. Neither we, nor any of our subsidiaries, will be permitted to allow:


	•	At any time on or after June 30, 2003, Consolidated Net Worth to be less than the sum of:


	•	80% of the sum of (1) shareholders’ equity as of December 31, 2002, (2) the aggregate increase in shareholders’ equity of our company and our subsidiaries as a result of the IR Equity Issuance, and (3) the aggregate increase in shareholders’ equity of our company and our subsidiaries as a result of this offerings;

	•	an amount equal to 50% of the consolidated net income earned in each fiscal quarter ending after December 31, 2002, beginning with the fiscal quarter ending March 31, 2003 (with no deduction for a net loss in any such fiscal quarter); and

	•	an amount equal to 50% of the aggregate increases in shareholders’ equity of our company and our subsidiaries after the funding of the acquisition by reason of the issuance and sale of capital stock or other Equity Interests of our company or any subsidiary, including upon any conversion of our debt securities into such capital stock or other Equity Interests;


	•	The Consolidated Leverage Ratio at any time during any period of four of our fiscal quarters set forth below to be greater than the ratio set forth below opposite such period:


	Maximum Consolidated
Period	Leverage Ratio

June 30, 2003 through December 31, 2003		3.25:1
January 1, 2004 through September 30, 2004		3.00:1
October 1, 2004 and thereafter		2.75:1


	•	Permit the Consolidated Fixed Charge Coverage Ratio at any time to be less than the ratio set forth below for each period set forth below:


	Minimum Fixed Charge/
Period	Coverage Ratio

June 30, 2003 through December 31, 2003		1.50:1
January 1, 2004 through September 30, 2004		1.75:1
October 1, 2004 and thereafter		2.00:1

Events of Default

The new senior credit facility includes events of default customary for senior credit facilities of this type. If an event of default occurs, the lenders under the senior credit facility will be entitled to take various actions, including accelerating amounts due under the senior credit facility and requiring that all amounts due be immediately paid in full.

Accounts Receivable Facility

On December 19, 2002, TTC, a wholly owned consolidated subsidiary of ours, entered into an agreement to sell, on an ongoing basis, certain domestic trade receivables to TRC, a wholly owned, special purpose subsidiary. No trade receivables have yet been sold under the facility. Under a 364-day facility agreement, TRC, subject to certain conditions, may from time to time sell an undivided fractional ownership interest in the pool of receivables to a multi-seller receivables securitization company, or conduit. Upon a sale of the receivables to the conduit, TRC will retain a subordinated interest in the receivables. TRC also services, administers and collects the receivables. TRC and the conduit have no recourse to TTC’s other assets for failure of any trade debtor to pay when payments are due.

We are permitted to securitize up to $125 million of accounts receivable under this agreement. The agent for the program charges us fees based on the level of accounts receivable securitized under this agreement, at the commercial paper rate plus the agent’s cost to administer the program. The facility will

S-95

terminate on December 16, 2003, unless extended. We intend to borrow up to $125 million under this facility to finance a portion of the consideration for the Torrington acquisition.

Industrial Revenue Bonds

At September 30, 2002, we had $70.7 million of industrial revenue bonds outstanding, none of which we expect to repay in connection with the Torrington acquisition. We are currently in compliance with all our covenants under our industrial revenue bonds. The financial ratios contained in the reimbursement agreements governing letters of credit that support our payment obligations under our outstanding industrial revenue bonds mirror the financial ratios in our existing credit facility. The expected increase in our indebtedness as a result of the financing of the Torrington acquisition will cause us to exceed certain of those financial ratios. We are currently in negotiations with the lenders under these reimbursement agreements, all of which are also lenders under our new senior credit facility, to amend these covenants to mirror the financial ratios under our new senior credit facility or to waive compliance with these covenants. We expect to obtain the required amendments or waivers prior to the closing of this offering or, alternatively in the event we cannot obtain these waivers, repay this indebtedness with borrowings under our new senior credit facility.

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UNDERWRITING

We and the underwriters for the offering named below have entered into an underwriting agreement with respect to the notes. Subject to certain conditions, each underwriter has severally agreed to purchase the principal amount of notes indicated in the following table.


		Principal
		Amount
Underwriters		of Notes

Banc of America Securities LLC		$
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. Incorporated
Banc One Capital Markets, Inc.
HSBC Securities (USA) Inc.
McDonald Investments Inc.
BNY Capital Markets, Inc.
Banca IMI SpA
SG Cowen Securities Corporation
SunTrust Capital Markets, Inc.

	Total	$	,000,000

The underwriters are committed to take and pay for all of the notes being offered, if any are taken.

Notes sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus supplement. Any notes sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price of up to % of the principal amount of notes. Any such securities dealers may resell any notes purchased from the underwriters to certain other brokers or dealers at a discount from the initial public offering price of up to % of the principal amount of notes. If all of the notes are not sold at the initial public offering price, the underwriters may change the offering price and the other selling terms.

The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on a national securities exchange. We have been advised by the underwriters that the underwriters intend to make a market in the notes, but they are not obligated to do so and may discontinue market making at any time without notice. We cannot assure you as to the liquidity of the trading market for the notes.

In connection with this offering, the underwriters may purchase and sell notes in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of notes than they are required to purchase in this offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the notes while this offering is in progress.

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriters’ discount received by it because the representatives have repurchased notes sold by or for the account of such underwriter in stabilizing or short-covering transactions.

These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the notes. As a result, the price of the notes may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities, and if these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise.

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We estimate that our total expenses for this offering, excluding the underwriters’ discount, will be approximately $430,000.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

Certain of the underwriters and their affiliates have provided from time to time, and expect to provide in the future, investment and commercial banking and financial advisory services to us and our affiliates in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions.

Banc of America Securities LLC, Merrill Lynch and Morgan Stanley are serving as our financial advisors in connection with the Torrington acquisition, for which they will receive customary fees and expenses. In addition, affiliates of certain of the underwriters are part of a syndicate of financial institutions that has committed to lend up to $875 million to us under our new senior credit facility, comprised of a one-year term loan facility of up to $375 million and a five-year revolving credit facility of up to $500 million, that we entered into to finance the Torrington acquisition. Affiliates of certain of the underwriters are also part of a syndicate of financial institutions that have committed to lend up to $300 million to us under our existing senior credit facility. The existing senior credit facility will be terminated when we make the first borrowing under our new senior credit facility.

Concurrently with this offering, we are also offering 11 million shares of our common stock, for which some of the underwriters of this offering are also acting as underwriters under a separate purchase agreement.

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LEGAL MATTERS

Jones Day will pass upon certain legal matters for us, including the validity of the notes offered by this prospectus supplement. Shearman & Sterling, New York, New York, will pass upon specified legal matters for the underwriters.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements and schedule at December 31, 2001 and 2000, and for each of the three years in the period ended December 31, 2001, as set forth in their report. We have included our financial statements and schedule in this prospectus supplement and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

The combined financial statements of Ingersoll-Rand Engineered Solutions Business (an operating business unit of Ingersoll-Rand Company Limited) as of December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001 included in this prospectus supplement have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

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INDEX TO FINANCIAL STATEMENTS


	Page

Audited Consolidated Financial Statements of The Timken Company
Independent Auditors’ Report		F-2
Consolidated Balance Sheets as of December 31, 2001 and 2000		F-3
Consolidated Statements of Income for years ended December 31, 2001, 2000 and 1999		F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999		F-5
Consolidated Statement of Shareholders’ Equity		F-6
Notes to Consolidated Financial Statements		F-7
Unaudited Consolidated Financial Statements of The Timken Company
Consolidated Condensed Balance Sheets as of September 30, 2002		F-23
Consolidated Statements of Income for the three and nine months ended September 30, 2002 and 2001		F-24
Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2002 and 2001		F-25
Notes to Financial Statements		F-26
Audited Combined Financial Statements of Ingersoll-Rand Engineered Solutions Business
Report of Independent Accountants		F-32
Combined Balance Sheet at December 31, 2001 and 2000		F-33
Combined Statement of Income for the years ended December 31, 2001, 2000 and 1999		F-34
Combined Statement of Cash Flows for the years ended December 31, 2001, 2000 and 1999		F-35
Combined Statement of Changes in Ingersoll-Rand Company Limited Investment for the years ended December 31, 2001, 2000 and 1999		F-36
Notes to Combined Financial Statements		F-37
Unaudited Combined Financial Statements of Ingersoll-Rand Engineered Solutions Business
Combined Balance Sheet at September 30, 2002 and December 31, 2001		F-53
Combined Statement of Income for the nine months ended September 30, 2002 and 2001		F-54
Combined Statement of Cash Flows for the nine months ended September 30, 2002 and 2001		F-55
Notes to Combined Financial Statements		F-56

F-1

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of
The Timken Company

We have audited the accompanying consolidated balance sheets of The Timken Company and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2001. Our audits also included the financial statement schedule listed in the index at Exhibit 99.1. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedule. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement and schedule presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Timken Company and subsidiaries at December 31, 2001 and 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.


	/s/ ERNST & YOUNG LLP

Canton, Ohio

January 29, 2002

F-2

THE TIMKEN COMPANY

CONSOLIDATED BALANCE SHEET



				December 31,

				2001			2000


				(Thousands of dollars)
ASSETS
Current Assets
	Cash and cash equivalents			$	33,392		$	10,927
	Accounts receivable, less allowances: 2001 — $14,976; 2000 — $11,259				307,759			354,972
	Deferred income taxes				42,895			43,094
	Refundable income taxes				15,103			-0-
	Inventories:
		Manufacturing supplies			36,658			40,515
		Work in process and raw materials			212,040			247,806
		Finished products			180,533			201,228

			Total Inventories		429,231			489,549

			Total Current Assets		828,380			898,542
Property, Plant and Equipment
	Land and buildings				488,540			489,254
	Machinery and equipment				2,483,253			2,485,125

					2,971,793			2,974,379
	Less allowances for depreciation				1,666,448			1,610,607

			Property, Plant and Equipment — Net		1,305,345			1,363,772

Other Assets
	Costs in excess of net assets of acquired businesses, less accumulated amortization: 2001 — $47,288; 2000 — $41,228				150,041			151,487
	Intangible pension asset				136,118			88,405
	Miscellaneous receivables and other assets				63,499			43,974
	Deferred income taxes				27,164			-0-
	Deferred charges and prepaid expenses				22,537			17,925

			Total Other Assets		399,359			301,791

Total Assets				$	2,533,084		$	2,564,105

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
	Commercial paper			$	1,962		$	76,930
	Short-term debt				84,468			105,519
	Accounts payable and other liabilities				258,001			239,182
	Salaries, wages and benefits				254,291			137,320
	Income taxes				-0-			1,527
	Current portion of long-term debt				42,434			26,974

			Total Current Liabilities		641,156			587,452
Non-Current Liabilities
	Long-term debt				368,151			305,181
	Accrued pension cost				317,297			237,952
	Accrued postretirement benefits cost				406,568			394,097
	Deferred income taxes				-0-			11,742
	Other non-current liabilities				18,177			22,999

			Total Non-Current Liabilities		1,110,193			971,971
Shareholders’ Equity
	Class I and II Serial Preferred Stock without par value:
		Authorized — 10,000,000 shares each class, none issued			-0-			-0-
	Common stock without par value:
		Authorized — 200,000,000 shares
	Issued (including shares in treasury) 63,082,626 shares
		Stated capital			53,064			53,064
		Other paid-in capital			256,423			256,873
	Earnings invested in the business				757,410			839,242
	Accumulated other comprehensive loss				(224,538	)		(84,913	)
	Treasury shares at cost (2001 — 3,226,544 shares; 2000 — 3,117,469 shares)				(60,624	)		(59,584	)

			Total Shareholders’ Equity		781,735			1,004,682

Total Liabilities and Shareholders’ Equity				$	2,533,084		$	2,564,105

F-3

THE TIMKEN COMPANY

CONSOLIDATED STATEMENT OF INCOME



		Year Ended December 31,

		2001			2000			1999


		(Thousands of dollars, except per share data)
Net sales		$	2,447,178		$	2,643,008		$	2,495,034
Cost of products sold			2,046,458			2,142,135			2,002,366

	Gross Profit		400,720			500,873			492,668
Selling, administrative and general expenses			363,683			367,499			359,910
Impairment and restructuring charges			54,689			27,754			—

	Operating (Loss) Income		(17,652	)		105,620			132,758

Interest expense			(33,401	)		(31,922	)		(27,225	)
Interest income			2,109			3,479			3,096
Other income (expense)			22,061			(6,580	)		(9,638	)

	(Loss) Income Before Income Taxes		(26,883	)		70,597			98,991
Provision for income taxes			14,783			24,709			36,367

	Net (Loss) Income	$	(41,666	)	$	45,888		$	62,624

	Earnings Per Share	$	(0.69	)	$	0.76		$	1.01
	Earnings Per Share — Assuming Dilution	$	(0.69	)	$	0.76		$	1.01

F-4

THE TIMKEN COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS



				Year Ended December 31

				2001			2000			1999


				(Thousands of dollars)
CASH PROVIDED (USED)
Operating Activities
	Net (loss) income			$	(41,666	)	$	45,888		$	62,624
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			152,467			151,047			149,949
		Deferred income tax provision			23,013			10,585			20,760
		Common stock issued in lieu of cash to benefit plans			1,441			1,303			467
		Non-cash portion of impairment and restructuring charges			41,832			16,813			-0-
		Changes in operating assets and liabilities:
			Accounts receivable		44,803			(22,536	)		12,390
			Inventories		51,247			(52,566	)		6,551
			Other assets		(16,897	)		(172	)		13,307
			Accounts payable and accrued expenses		(72,483	)		4,046			13,291
			Foreign currency translation gain		(3,886	)		(1,296	)		(1,921	)

			Net Cash Provided by Operating Activities		179,871			153,112			277,418
Investing Activities
	Purchases of property, plant and equipment — net				(86,377	)		(152,506	)		(164,872	)
	Acquisitions				(12,957	)		-0-			(29,240	)

			Net Cash Used by Investing Activities		(99,334	)		(152,506	)		(194,112	)
Financing Activities
	Cash dividends paid to shareholders				(40,166	)		(43,562	)		(44,502	)
	Purchases of treasury shares				(2,931	)		(24,149	)		(14,271	)
	Proceeds from issuance of long-term debt				80,766			3,478			4,076
	Payments on long-term debt				(2,176	)		(3,595	)		(20,867	)
	Short-term debt activity–net				(90,980	)		70,865			(411	)

			Net Cash (Used) Provided by Financing Activities		(55,487	)		3,037			(75,975	)
Effect of exchange rate changes on cash					(2,585	)		(622	)		255

			Increase In Cash and Cash Equivalents		22,465			3,021			7,586
Cash and cash equivalents at beginning of year					10,927			7,906			320

			Cash and Cash Equivalents at End of Year	$	33,392		$	10,927		$	7,906

F-5

THE TIMKEN COMPANY

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY



					Common Stock
										Earnings			Accumulated
							Other			Invested			Other
					Stated		Paid-In			in the			Comprehensive			Treasury
		Total			Capital		Capital			Business			Loss			Stock


		(Thousands of dollars)
Year Ended December 31, 1999
	Balance at January 1, 1999	$	1,056,081		$	53,064	$	261,156		$	818,794		$	(49,716	)	$	(27,217	)
	Net income		62,624								62,624
	Foreign currency translation adjustments (net of income tax of $2,829)		(13,952	)										(13,952	)
	Minimum pension liability adjustment (net of income tax of $274)		(466	)										(466	)

	Total comprehensive income		48,206
	Dividends — $0.72 per share		(44,502	)							(44,502	)
	Purchase of 804,500 shares for treasury		(14,271	)													(14,271	)
	Issuance of 152,425 shares from treasury ⁽¹⁾		467					(2,869	)								3,336

	Balance at December 31, 1999	$	1,045,981		$	53,064	$	258,287		$	836,916		$	(64,134	)	$	(38,152	)
Year Ended December 31, 2000
	Net income		45,888								45,888
	Foreign currency translation adjustments (net of income tax of $1,137)		(21,293	)										(21,293	)
	Minimum pension liability adjustment (net of income tax of $301)		514											514

	Total comprehensive income		25,109
	Dividends — $0.72 per share		(43,562	)							(43,562	)
	Purchase of 1,354,000 shares for treasury		(24,149	)													(24,149	)
	Issuance of 123,068 shares from treasury ⁽¹⁾		1,303					(1,414	)								2,717

	Balance at December 31, 2000	$	1,004,682		$	53,064	$	256,873		$	839,242		$	(84,913	)	$	(59,584	)
Year Ended December 31, 2001
	Net loss		(41,666	)							(41,666	)
	Foreign currency translation adjustments (net of income tax of $963)		(15,914	)										(15,914	)
	Minimum pension liability adjustment (net of income tax of $61,892)		(122,520	)										(122,520	)
	Cumulative effect of change in method of accounting		(34	)										(34	)
	Change in fair value of derivative financial instruments		(1,560	)										(1,560	)
	Reclassification adjustments — contract settlements		403											403

	Total comprehensive loss		(139,625	)
	Dividends — $0.67 per share		(40,166	)							(40,166	)
	Purchase of 206,300 shares for treasury		(2,931	)													(2,931	)
	Issuance of 97,225 shares from treasury ⁽¹⁾		1,441					(450	)								1,891

	Balance at December 31, 2001	$	781,735		$	53,064	$	256,423		$	757,410		$	(224,538	)	$	(60,624	)


⁽¹⁾	Share activity was in conjunction with employee benefit and stock option plans. See the accompanying notes to these consolidated financial statements beginning on page F-7.

F-6

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Significant Accounting Policies

Principles of Consolidation: The consolidated financial statements include the accounts and operations of the company and its subsidiaries. All significant intercompany accounts and transactions are eliminated upon consolidation.

Revenue Recognition: The company recognizes revenue when title passes to the customer. This is generally FOB shipping point except for certain exported goods, which is FOB destination. Selling prices are fixed based on purchase orders or contractual arrangements. Write-offs of accounts receivable have historically been low.

Cash Equivalents: The company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Inventories: Inventories are valued at the lower of cost or market, with 73% valued by the last-in, first-out (LIFO) method. If all inventories had been valued at current costs, inventories would have been $151,976,000 and $140,473,000 greater at December 31, 2001 and 2000, respectively.

Property, Plant and Equipment: Property, plant and equipment is valued at cost less accumulated depreciation. Provision for depreciation is computed principally by the straight-line method based upon the estimated useful lives of the assets. The useful lives are approximately 30 years for buildings, 5 to 7 years for computer software and 3 to 20 years for machinery and equipment.

Costs in Excess of Net Assets of Acquired Businesses: Costs in excess of net assets of acquired businesses (goodwill) are amortized on the straight-line method over 25 years for businesses acquired after 1991 and over 40 years for those acquired before 1991. The carrying value of goodwill is reviewed for recoverability based on the undiscounted cash flows of the businesses acquired over the remaining amortization period. Should the review indicate that goodwill is not recoverable, the company’s carrying value of the goodwill would be reduced to fair value. In addition, the company assesses long-lived assets for impairment under Financial Accounting Standards Board’s (FASB) Statement of Financial Accounting Standards (SFAS) No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” Under those rules, goodwill associated with assets acquired in a purchase business combination is included in impairment evaluations when events or circumstances exist that indicate the carrying amount of those assets may not be recoverable. In June 2001, the FASB issued SFAS No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” Under SFAS No. 142, goodwill and certain other intangible assets are no longer amortized but are reviewed annually for impairment. Intangible assets that are separable and have a definite life will continue to be amortized over their useful lives. If, based on the impairment reviews, the related assets are found to be impaired, their carrying value is adjusted through a charge to earnings. The company will apply the new accounting rules for goodwill and other intangible assets, beginning in the first quarter of 2002. The company is currently evaluating the implications of SFAS No. 142. In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which provides guidance on the accounting for impairment or disposal of long-lived assets. SFAS No. 144 also provides guidance for differentiating between assets held and used and assets to be disposed of. The company will apply the new accounting rules for impairment, beginning January 1, 2002, and is evaluating the impact of adoption.

Income Taxes: Deferred income taxes are provided for the temporary differences between the financial reporting basis and tax basis of the company’s assets and liabilities.

The company plans to reinvest undistributed earnings of all non-U.S. subsidiaries. The amount of undistributed earnings that is considered to be indefinitely reinvested for this purpose was approximately $115,800,000 at December 31, 2001. Accordingly, U.S. income taxes have not been provided on such

F-7

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

earnings. Based on financial information as of December 31, 2001, no additional U.S. income tax may be due if these earnings were distributed. However, such distributions would be subject to non-U.S. withholding taxes and secondary taxes on distributed profits totaling approximately $6,100,000.

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions are reviewed and updated regularly to reflect recent experience.

Foreign Currency Translation: Assets and liabilities of subsidiaries, other than those located in highly inflationary countries, are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are reflected as a separate component of accumulated other comprehensive loss. Foreign currency gains and losses resulting from transactions and the translation of financial statements of subsidiaries in highly inflationary countries are included in results of operations. The company recorded foreign currency exchange losses of $3,211,000 in 2001, $1,467,000 in 2000 and $9,856,000 in 1999.

Earnings Per Share: Earnings per share are computed by dividing net (loss) income by the weighted-average number of common shares outstanding during the year. Earnings per share — assuming dilution are computed by dividing net (loss) income by the weighted-average number of common shares outstanding adjusted for the dilutive impact of potential common shares for options.

Derivative Instruments: Effective January 1, 2001, the company adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended. The statement required the company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. If the derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of the derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. The ineffective portion of the change in fair value of a derivative that is designated as a hedge is immediately recognized in earnings. Certain of the company’s holdings of forward foreign exchange contracts have been deemed derivatives pursuant to the criteria established in SFAS No. 133, of which the company has designated certain of those derivatives as hedges. The adoption of SFAS No. 133 did not have a significant effect on the company’s financial position or results of operations.

Reclassifications: Certain amounts reported in the 2000 financial statements have been reclassified to conform to the 2001 presentation.

2. Impairment and Restructuring Charges

It is the company’s policy to recognize restructuring costs in accordance with Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” and the SEC Staff Accounting Bulletin No. 100, “Restructuring and Impairment Charges.” Impairment charges are recognized to write down assets to their fair value when assets are identified that have a history of negative operating results or cash flows, have limited or no future strategic use or when it is probable that the undiscounted cash flows of an asset are less than the current net book value.

The $55 million restructuring program announced in March 2000 concluded during the first quarter of 2001, with total charges of $49.4 million ($10.5 million in 2001) recorded for impairment, restructuring and reorganization. Of the $49.4 million total charges recorded between March 2000 and March 2001, $20.7 million were impairment expenses, $13.0 million related to restructuring expenses and $15.7 million were reorganization expenses. During the year, $2.0 million in restructuring expenses were reversed as a

F-8

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

result of an overaccrual in severance for associates included in the first phase of restructuring but who were not severed. Total payments of $13.0 million have been disbursed as of December 31, 2001. Estimated savings related to this program realized through the end of 2001 approximate $26 million before taxes. During 2001, 106 positions were identified and exited the company due to the initial restructuring. Combined with positions eliminated during 2000, this resulted in a total elimination of 694 positions as part of the initial restructuring.

In April 2001, the company announced a strategic global refocusing of its manufacturing operations to establish a foundation for accelerating the company’s growth initiatives. This second phase of the company’s transformation includes creating focused factories for each product line or component, replacing specific manufacturing processes with state-of-the-art processes through the company’s global supply chain, rationalizing production to the lowest total cost plants in the company’s global manufacturing system and implementing lean manufacturing process redesign to continue to improve quality and productivity. The company announced its intention to close bearing plants in Columbus, Ohio, and Duston, England, and to sell a tooling plant in Ashland, Ohio. These changes were expected to affect production processes and employment as the company reduces positions by about 1,500 by the end of 2002.

In light of the market weakness experienced throughout 2001, the company announced in June that it was stepping up the strategic refocusing of its manufacturing operations. This included accelerating the previously announced closings in Columbus and Duston. The Columbus bearing plant ceased manufacturing operations on November 9, while the Duston plant is expected to close in mid-2002. The company announced additional cost-saving actions in August. The company took steps to further reduce capital spending, delay or scale back certain projects and reduce salaried employment. The reductions affected about 300 salaried associates concentrated in North America and Western Europe. The affected associates exited the company by the end of 2001.

As a result of the program announced in April, the company targeted an annualized pretax rate of savings of approximately $100 million by the end of 2004. To implement these actions, the company expects to take approximately $100-$110 million in severance, impairment and implementation charges by the end of 2002. As of the end of 2001, the company achieved estimated annualized savings of $21 million.

The actual charges incurred for this program to date total $56.8 million. Of that amount, $15.1 million were curtailment charges, $1.5 million related to impaired assets, $30.8 million were severance expenses, $1.4 million were exit costs and the remaining $8.0 million were implementation charges classified as cost of products sold ($4.1 million) and selling, administrative, and general expenses ($3.9 million). The curtailment charges of $15.1 million were for the pension and postretirement benefits related to the shutdown of the Columbus plant. The $30.8 million of severance costs and $1.4 million in exit costs were related to the shutdown of the Columbus and Duston plants as well as reductions in the salaried workforce. As of December 31, 2001, cash payments of $9.1 million have been made for severance, resulting in a remaining accrual balance of $21.4 million, the majority of which is payable over the next twelve months. Of the total $30.8 million in severance costs, $0.3 million was paid and expensed when incurred.

Since the announcement in April, 856 associates left the company by the end of 2001. Of that number, 618 people were from the Duston and Columbus plants, Canadian Timken Ltd., and associates included in the worldwide salaried workforce reduction for whom severance has been paid. The remaining 238 associates retired or voluntarily left the company through the end of the year, and their positions have been eliminated.

F-9

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Key elements of the 2001 restructuring and impairment charges by segment for the year ended December 31, 2001 are as follows:


		Auto			Industrial			Steel		Total


		(Millions of dollars)
Restructuring:
	Separation cost	$	26.0		$	7.6		$	1.3	$	34.9
	Exit costs		0.4			1.0			-0-		1.4

		$	26.4		$	8.6		$	1.3	$	36.3
Impaired assets:
	Property, plant and equipment	$	1.1		$	3.8		$	0.4	$	5.3
Special Charges:
	SFAS No. 88/106 curtailment	$	-0-		$	15.1		$	-0-	$	15.1
Reversal of Separation cost		$	(0.2	)	$	(1.8	)	$	-0-	$	(2.0	)

		$	27.3		$	25.7		$	1.7	$	54.7

3. Comprehensive Loss

Accumulated other comprehensive loss consists of the following:


	2001			2000			1999


	(Thousands of dollars)
Foreign currency translation adjustment	$	(94,570	)	$	(78,656	)	$	(57,363	)
Minimum pension liability adjustment		(128,777	)		(6,257	)		(6,771	)
Fair value of open foreign currency cash flow hedges		(1,191	)		-0-			-0-

	$	(224,538	)	$	(84,913	)	$	(64,134	)

4. Acquisitions

In November 2001, the company purchased Lecheres Industries SAS, the parent company of Bamarec S.A., a precision component manufacturer based in France. In February 2001, the company completed the buyout of its Chinese joint venture partner in Yantai Timken Company Limited. Prior to the buyout, the company owned a 60% interest in Yantai Timken, and its financial results were consolidated into the company’s financial statements, taking into account a minority interest. In January 2001, the company purchased the assets of Score International, Inc., a manufacturer of dental handpiece repair tools located in Sanford, Florida.

In March 1999, the company increased its ownership of Timken India Limited (formerly Tata Timken Limited) from 40% to 80%. Prior to the additional investment, the company accounted for its investment in Timken India using the equity method. As a result of the transaction, the Timken India financial position and operating results are consolidated into the company’s financial statements.

The total cost of these acquisitions amounted to $12,957,000 in 2001 and $29,240,000 in 1999. A portion of the purchase price has been allocated to the assets and liabilities acquired based on their fair values at the dates of acquisition. The fair value of the assets was $25,408,000 in 2001 and $30,425,000 in 1999; the fair value of liabilities assumed was $16,396,000 in 2001 and $9,790,000 in 1999. The excess of the purchase price over the fair value of the net assets acquired has been allocated to goodwill. All of the acquisitions were accounted for a purchases. The company’s consolidated financial statements include the results of operations of the acquired businesses for the period subsequent to the effective date of these

F-10

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

acquisitions. Pro forma results of operations have not been presented because the effect of these acquisitions was not significant.

5. Earnings Per Share

The following table sets forth the reconciliation of the numerator and the denominator of earnings per share and earnings per share — assuming dilution for the years ended December 31:


			2001			2000		1999


			(Thousands of dollars, except per share data)
Numerator:
	Net (loss)income for earnings per share and earnings per share — assuming dilution — income available to common shareholders		$	(41,666	)	$	45,888	$	62,624
Denominator:
	Denominator for earnings per share — weighted-average shares			59,947,568			60,556,595		61,795,162
	Effect of dilutive securities:
		Stock options and awards — based on the treasury stock method			⁽¹⁾		166,577		230,651

	Denominator for earnings per share — assuming dilution — adjusted weighted-average shares			59,947,568			60,723,172		62,025,813

Earnings per share			$	(0.69	)	$	0.76	$	1.01

Earnings per share — assuming dilution			$	(0.69	)	$	0.76	$	1.01


⁽¹⁾	Addition of 161,211 shares would result in antidilution.

F-11

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6. Financing Arrangements

Long-term debt at December 31, 2001 and 2000 was as follows:


	2001		2000


	(Thousands of dollars)
Fixed-rate Medium-Term Notes, Series A, due at various dates through May 2028, with interest rates ranging from 6.20% to 7.76%	$	327,000	$	252,000
Variable-rate State of Ohio Air Quality and Water Development Revenue Refunding Bonds, maturing on November 1, 2025 (1.6% at December 31, 2001)		21,700		21,700
Variable-rate State of Ohio Pollution Control Revenue Refunding Bonds, maturing on July 1, 2003 (1.7% at December 31, 2001)		17,000		17,000
Variable-rate State of Ohio Water Development Revenue Refunding Bonds, maturing May 1, 2007 (1.6% at December 31, 2001)		8,000		8,000
Variable-rate State of Ohio Water Development Authority Solid Waste Revenue Bonds, maturing on July 1, 2032 (1.8% at December 31, 2001)		24,000		24,000
Other		12,885		9,455

		410,585		332,155
Less current maturities		42,434		26,974

	$	368,151	$	305,181

The maturities of long-term debt for the five years subsequent to December 31, 2001, are as follows: 2002 — $42,434,000; 2003 — $20,725,000; 2004 — $5,750,000; 2005 — $515,000; and 2006 — $95,136,000.

Interest paid in 2001, 2000 and 1999 approximated $33,000,000, $33,000,000 and $32,000,000, respectively. This differs from interest expense due to timing of payments and interest capitalized of $1,400,000 in 2001; $1,600,000 in 2000; and $3,700,000 in 1999 as a part of major capital additions. The weighted-average interest rate on commercial paper borrowings during the year was 4.3% in 2001, 6.5% in 2000 and 5.2% in 1999. The weighted-average interest rate on short-term debt during the year was 5.8% in 2001, and 6.3% in 2000 and 1999.

At December 31, 2001, the company had available $298,000,000 through an unsecured $300,000,000 revolving credit agreement with a group of banks.

The agreement, which expires in June 2003, bears interest based upon any one of four rates at the company’s option — adjusted prime, Eurodollar, competitive bid Eurodollar or the competitive bid absolute rate. Also, the company has a shelf registration filed with the Securities and Exchange Commission which, as of December 31, 2001, enables the company to issue up to an additional $125,000,000 of long-term debt securities in the public markets. In August 2001, the company issued $75,000,000 of medium-term notes with an effective interest rate of 6.75% maturing on August 21, 2006.

The company and its subsidiaries lease a variety of real property and equipment. Rent expense under operating leases amounted to $16,799,000, $14,719,000 and $17,724,000 in 2001, 2000 and 1999, respectively. At December 31, 2001, future minimum lease payments for noncancelable operating leases totaled $57,104,000 and are payable as follows: 2002 — $13,290,000; 2003 — $9,826,000; 2004 — $7,232,000; 2005 — $4,817,000; 2006 — $3,044,000; and $18,895,000 thereafter.

F-12

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7. Financial Instruments

As a result of the company’s worldwide operating activities, it is exposed to changes in foreign currency exchange rates, which affect its results of operations and financial condition. The company and certain subsidiaries enter into forward exchange contracts to manage exposure to currency rate fluctuations, primarily related to the purchases of inventory and equipment. The purpose of these foreign currency hedging activities is to minimize the effect of exchange rate fluctuations on business decisions and the resulting uncertainty on future financial results. At December 31, 2001 and 2000, the company had forward foreign exchange contracts, all having maturities of less than one year, with notional amounts of $19,507,000 and $10,948,000, respectively. The forward foreign exchange contracts were primarily entered into by the company’s European subsidiaries to manage Euro, U.S. dollar and British pound exposures. The realized and unrealized gains and losses on these contracts are deferred and included in inventory or property, plant and equipment, depending on the transaction. These deferred gains and losses are reclassified from accumulated other comprehensive loss and recognized in earnings when the future transactions occur, or through depreciation expense.

The carrying value of cash and cash equivalents, accounts receivable, commercial paper, short-term borrowings and accounts payable are a reasonable estimate of their fair value due to the short-term nature of these instruments. The fair value of the company’s fixed-rate debt, based on discounted cash flow analysis, was $334,000,000 and $255,000,000 at December 31, 2001 and 2000, respectively. The carrying value of this debt was $346,000,000 and $270,000,000.

8. Stock Compensation Plans

The company has elected to follow Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for its stock options to key associates and directors. Under APB Opinion No. 25, because the exercise price of the company’s stock options equals the market price of the underlying common stock on the date of grant, no compensation expense is recognized.

Under the company’s stock option plans, shares of common stock have been made available to grant at the discretion of the Compensation Committee of the Board of Directors to officers and key associates in the form of stock options, stock appreciation rights, restricted shares and deferred shares.

In addition, shares can be awarded to directors not employed by the company. The options have a ten-year term and vest in 25% increments annually beginning twelve months after the date of grant. Pro forma information regarding net income and earnings per share is required by SFAS No. 123, and has been determined as if the company had accounted for its associate stock options under the fair value method of SFAS No. 123. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model. For purposes of pro forma disclosures, the estimated fair value of the options granted under the plan is amortized to expense over the options’ vesting periods. The pro forma information indicates a decrease in net income of $5,731,000 in 2001; $6,014,000 in 2000; and $5,056,000 in 1999.

F-13

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Following is the pro forma information and the related assumptions under the Black-Scholes method:


		2001			2000			1999


		(Thousands of dollars except per share data)
Pro forma net (loss) income		$	(47,397	)	$	39,874		$	57,568
Earnings per share		$	(0.79	)	$	0.66		$	0.93
Earnings per share — assuming dilution		$	(0.79	)	$	0.66		$	0.93
Assumptions:
	Risk-free interest rate		6.32	%		6.31	%		5.33	%
	Dividend yield		3.36	%		3.01	%		2.79	%
	Expected stock volatility		0.480			0.481			0.444
	Expected life — years		8			8			8

A summary of activity related to stock options for the above plans is as follows for the years ended December 31:



	2001					2000					1999

				Weighted-					Weighted-					Weighted-
				Average					Average					Average
	Options			Exercise Price		Options			Exercise Price		Options			Exercise Price

Outstanding — beginning of year		5,720,990		$	21.41		4,515,676		$	22.90		3,526,301		$	23.73
Granted		1,367,400			15.05		1,356,400			15.88		1,186,100			19.45
Exercised		(54,528	)		14.67		(88,761	)		12.96		(186,774	)		16.72
Canceled or expired		(208,450	)		20.35		(62,325	)		21.28		(9,951	)		22.13

Outstanding — end of year		6,825,412		$	20.22		5,720,990		$	21.41		4,515,676		$	22.90

Options exercisable		3,745,131					2,910,271					2,171,996

The company sponsors a performance target option plan that is contingent upon the company’s common shares reaching specified fair market values. Under the plan, no awards were issued nor was compensation expense recognized during 2001, 2000 or 1999.

Exercise prices for options outstanding as of December 31, 2001, range from $13.50 to $33.75; the weighted-average remaining contractual life of these options is seven years. The estimated weighted-average fair values of stock options granted during 2001, 2000 and 1999 were $6.36, $7.01 and $8.11, respectively. At December 31, 2001, a total of 149,367 restricted stock rights, restricted shares or deferred shares have been awarded under the above plans and are not vested. The company distributed 61,301, 100,832 and 87,206 common shares in 2001, 2000 and 1999, respectively, as a result of awards of restricted stock rights, restricted shares and deferred shares.

The number of shares available for future grants for all plans at December 31, 2001, including stock options, is 825,513.

9. Retirement and Postretirement Benefit Plans

The company sponsors defined contribution retirement and savings plans covering substantially all associates in the United States and certain salaried associates at non-U.S. locations. The company contributes Timken Company common stock to certain plans based on formulas established in the respective plan agreements. At December 31, 2001, the plans had 12,747,708 shares of Timken Company common stock with a fair value of $206,258,000. Company contributions to the plans, including

F-14

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

performance sharing, amounted to $13,289,000 in 2001; $14,384,000 in 2000; and $14,891,000 in 1999. The company paid dividends totaling $8,192,000 in 2001; $7,958,000 in 2000; and $6,838,000 in 1999, to plans holding common shares.

The company and its subsidiaries sponsor several unfunded postretirement plans that provide health care and life insurance benefits for eligible retirees and dependents. Depending on retirement date and associate classification, certain health care plans contain contributions and cost-sharing features such as deductibles and coinsurance. The remaining health care plans and the life insurance plans are noncontributory.

The company and its subsidiaries sponsor a number of defined benefit pension plans, which cover many of their associates except those at certain locations who are covered by government plans.

The following tables set forth the change in benefit obligation, change in plan assets, funded status and amounts recognized in the consolidated balance sheet of the defined benefit pension and postretirement benefits as of December 31, 2001 and 2000:



	Defined Benefit Pension Plans						Postretirement Plans

	2001			2000			2001			2000


	(Thousands of dollars)
Change in benefit obligation
Benefit obligation at beginning of year	$	1,641,959		$	1,451,729		$	588,824		$	466,307
Service cost		35,313			33,328			4,047			4,309
Interest cost		126,809			119,943			48,380			40,043
Amendments		6,246			76,602			(33,413	)		8,563
Actuarial losses (gains)		120,256			72,869			69,500			105,987
Associate contributions		1,604			1,845			-0-			-0-
International plan exchange rate change		(5,416	)		(14,890	)		(126	)		74
Curtailment loss		16,522			-0-			9,109			-0-
Benefits paid		(117,691	)		(99,467	)		(45,620	)		(36,459	)

Benefit obligation at end of year	$	1,825,602		$	1,641,959		$	640,701		$	588,824

Change in plan assets⁽¹⁾
Fair value of plan assets at beginning of year	$	1,383,683		$	1,457,453
Actual return on plan assets		(51,608	)		(17,703	)
Associate contributions		1,604			1,845
Company contributions		84,882			56,843
International plan exchange rate change		(5,656	)		(15,288	)
Benefits paid		(117,691	)		(99,467	)

Fair value of plan assets at end of year	$	1,295,214		$	1,383,683

Funded status
Projected benefit obligation in excess of plan assets	$	(530,388	)	$	(258,276	)	$	(640,701	)	$	(588,824	)
Unrecognized net actuarial (gain) loss		260,126			(55,482	)		241,018			181,173
Unrecognized net asset at transition dates, net of amortization		(2,246	)		(4,219	)		-0-			-0-
Unrecognized prior service cost (benefit)		146,448			168,181			(51,743	)		(23,077	)

Accrued benefit cost	$	(126,060	)	$	(149,796	)	$	(451,426	)	$	(430,728	)

F-15

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



	Defined Benefit Pension Plans						Postretirement Plans

	2001			2000			2001			2000


	(Thousands of dollars)
Amounts recognized in the consolidated balance sheet
Accrued benefit liability	$	(456,517	)	$	(248,126	)	$	(451,426	)	$	(430,728	)
Intangible asset		136,118			88,405			-0-			-0-
Minimum pension liability included in accumulated other comprehensive income		194,339			9,925			-0-			-0-

Net amount recognized	$	(126,060	)	$	(149,796	)	$	(451,426	)	$	(430,728	)


⁽¹⁾	Plan assets are primarily invested in listed stocks and bonds and cash equivalents.

Due to lower interest rates and lower capital market performance, the benefit obligations at December 31, 2001 exceeded the market value of plan assets for the majority of the company’s plans. For these plans, the projected benefit obligation was $1,808,138,000; the accumulated benefit obligation was $1,739,851,000, and the fair value of plan assets was $1,281,626,000 at December 31, 2001.

In 2001, lower investment performance, which reflected lower stock market returns, and lower interest rates reduced the company’s pension fund asset values and increased the company’s defined benefit pension liability. As a result, the company’s minimum pension liability increased to $330,457,000 and its related intangible pension asset increased to $136,118,000. The balance is reflected as a reduction to shareholders’ equity, net of applicable deferred income taxes.

The following table summarizes the assumptions used by the consulting actuary and the related benefit cost information:



	Pension Benefits									Postretirement Benefits

	2001			2000			1999			2001			2000			1999

Assumptions
Discount rate		7.50%			8.00%			8.25%			7.50	%		8.00%			8.25%
Future compensation assumption		3% to 4%			3% to 4%			3% to 4%
Expected long-term return on plan assets		9.50%			9.50%			9.25%
Components of net periodic benefit cost (Thousands of dollars)
Service cost	$	35,313		$	33,328		$	35,876		$	4,047		$	4,309		$	4,857
Interest cost		126,809			119,943			103,232			48,380			40,043			33,525
Expected return on plan assets		(126,882	)		(116,302	)		(102,148	)		-0-			-0-			-0-
Amortization of prior service cost		19,919			21,995			16,412			(4,376	)		(3,730	)		(4,474	)
Recognized net actuarial (gain) loss		(292	)		(556	)		1,724			9,646			3,670			3,796
Curtailment loss		6,333			-0-			-0-			8,738			-0-			-0-
Amortization of transition asset		(982	)		(1,002	)		(1,951	)		-0-			-0-			-0-

Net periodic benefit cost	$	60,218		$	57,396		$	53,145			$66,435			$44,292		$	37,704

F-16

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For measurement purposes, the company assumed a weighted-average annual rate of increase in the per capita cost (health care cost trend rate) for medical benefits of 9.00% for 2001 through 2002 declining gradually to 6.00% in 2006 and thereafter for pre-age 65 benefits, 6.00% for post-age 65 benefits for all years, and 15.00% for 2001 through 2002, declining gradually to 6.00% in 2014 and thereafter for prescription drug benefits.

The assumed health care cost trend rate has a significant effect on the amounts reported. A one percentage point increase in the assumed health care cost trend rate would increase the 2001 total service and interest cost components by $2,087,000 and would increase the postretirement benefit obligation by $28,075,000. A one percentage point decrease would provide corresponding reductions of $1,883,000 and $25,362,000, respectively.

10. Research and Development

Expenditures committed to research and development amounted to approximately $54,000,000 in 2001; $52,000,000 in 2000; and $50,000,000 in 1999. Such expenditures may fluctuate from year to year depending on special projects and needs.

11. Contingencies

The company and certain of its U.S. subsidiaries have been designated as potentially responsible parties (PRPs) by the United States Environmental Protection Agency for site investigation and remediation under the Comprehensive Environmental Response, Compensation and Liability Act (Superfund) with respect to certain sites. The claims for remediation have been asserted against numerous other entities which are believed to be financially solvent and are expected to fulfill their proportionate share of the obligation. In addition, the company is subject to various lawsuits, claims and proceedings which arise in the ordinary course of its business. The company accrues costs associated with environmental and legal matters when they become probable and reasonably estimable.

Environmental costs include compensation and related benefit costs associated with associates expected to devote significant amounts of time to the remediation effort and post-monitoring costs. Accruals are established based on the estimated undiscounted cash flows to settle the obligations and are not reduced by any potential recoveries from insurance or other indemnification claims. Management believes that any ultimate liability with respect to these actions, in excess of amounts provided, will not materially affect the company’s operations, cash flows or consolidated financial position.

The company is the guarantor of a $12.3 million letter of credit for Pel Technologies, LLC.

12. Segment Information


	*Description of types of products and services from which each reportable segment derives its revenues*

In previous years, the company had two reportable segments consisting of Bearings and Steel. Based on the company’s reorganization into global business units, management has determined that the Automotive Bearings and Industrial Bearings segments meet the quantitative and qualitative thresholds of a reportable segment as defined by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.”

Automotive Bearings include products for passenger cars, light and heavy trucks and trailers. Industrial Bearings include industrial, rail, aerospace and super precision products as well as emerging markets in China, India and Central and Eastern Europe. The company’s tapered roller bearings are used in a wide variety of products including railroad cars and locomotives, aircraft wheels, machine tools, rolling mills and farm and construction equipment. Super precision bearings are used in aircraft, missile guidance

F-17

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

systems, computer peripherals and medical instruments. Other bearing products manufactured by the company include cylindrical, spherical, straight and ball bearings for industrial markets.

Steel products include steels of intermediate alloy, vacuum processed alloys, tool steel and some carbon grades. These are available in a wide range of solid and tubular sections with a variety of finishes. The company also manufactures custom-made steel products, including precision steel components. A significant portion of the company’s steel is consumed in its bearing operations. In addition, sales are made to other anti-friction bearing companies and to aircraft, automotive, forging, tooling, oil and gas drilling industries and steel service centers. Tool steels are sold through the company’s distribution facilities.

Prior year data has been restated to comply with current year presentation. In 2000, the company implemented a transformation of its structure, which allowed it to work more closely with customers who are more global in scope and introduce new products faster and increase market presence. As this implementation began in 2000, it is impracticable for the company to restate 1999 segment financial information into Automotive Bearings and Industrial Bearings as this structure was not in place at that time.


	*Measurement of segment profit or loss and segment assets*

The company evaluates performance and allocates resources based on return on capital and profitable growth. Specifically, the company measures segment profit or loss based on earnings before interest and income taxes (EBIT). The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Intersegment sales and transfers are recorded at values based on market prices, which creates intercompany profit on intersegment sales or transfers.


	*Factors used by management to identify the enterprise’s reportable segments*

The company’s reportable segments are business units that target different industry segments. Each reportable segment is managed separately because of the need to specifically address customer needs in these different industries.

Geographical entities as defined here are not reflective of how the Automotive Bearings, Industrial Bearings and Steel businesses are operated by the company. Europe information presented reflects shipments from European locations. The information does not include product manufactured by facilities located outside Europe and shipped directly to customers located in Europe.

F-18

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Geographic Financial Information	United States⁽³⁾⁽⁴⁾			Europe⁽¹⁾⁽²⁾			Other Countries		Consolidated


	(Thousands of dollars)
2001
Net sales	$	1,906,823		$	351,242		$	189,113	$	2,447,178
Impairment and restructuring		24,104			30,054			531		54,689
Income (loss) before income taxes		24,365	⁽³⁾		(62,418	)⁽¹⁾		11,170		(26,883	)
Non-current assets		1,402,780			232,105			69,819		1,704,704

2000
Net sales	$	2,062,306		$	361,649		$	219,053	$	2,643,008
Impairment and restructuring		18,073			6,645			3,036		27,754
Income (loss) before income taxes		84,988	⁽⁴⁾		(35,065	)⁽²⁾		20,674		70,597
Non-current assets		1,391,080			204,135			70,348		1,665,563

1999
Net sales	$	1,922,092		$	364,380		$	208,562	$	2,495,034
Impairment and restructuring		-0-			-0-			-0-		-0-
Income (loss) before income taxes		112,556			(28,936	)		15,371		98,991
Non-current assets		1,303,980			240,020			63,792		1,607,792


⁽¹⁾	Excluding $30,054,000 of impairment and restructuring costs and reorganization costs of $4,704,000, Europe’s loss before income taxes equals $27,660,000 in 2001.

⁽²⁾	Excluding $6,645,000 of impairment and restructuring costs and reorganization costs of $3,444,000, Europe’s loss before income taxes equals $24,976,000 in 2000.

⁽³⁾	Excluding $24,104,000 of impairment and restructuring costs and reorganization costs of $7,718,000, United States’ income before income taxes equals $56,187,000 in 2001.

⁽⁴⁾	Excluding $18,073,000 of impairment and restructuring costs and reorganization costs of $7,757,000, United States’ income before income taxes equals $110,818,000 in 2000.

Segment Financial Information

2001

2000

1999

(Thousands of dollars)

Automotive Bearings

Net sales to external customers

751,029

839,838

⁽⁵⁾

Depreciation and amortization

36,381

35,344

Impairment and restructuring charges

27,270

1,143

Receipt of U.S. Continued Dumping and Subsidy Offset Act (CDSOA) payment

2,989

-0-

(Loss) earnings before interest and taxes

(39,939

)

24,595

Capital expenditures

36,427

50,540

F-19

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Segment Financial Information	2001			2000			1999


	(Thousands of dollars)
Industrial Bearings
Net sales to external customers	$	882,279		$	923,477				⁽⁵⁾
Depreciation and amortization		48,314			48,197
Impairment and restructuring charges		25,671			11,499
Receipt of CDSOA payment		28,030			-0-
Earnings before interest and taxes		32,144			54,304
Capital expenditures		34,646			59,382

Total Bearings
Net sales to external customers	$	1,633,308		$	1,763,315		$	1,759,871
Depreciation and amortization		84,695			83,541			83,255
Impairment and restructuring charges		52,941			12,642			-0-
Receipt of CDSOA payment		31,019			-0-			-0-
(Loss) earnings before interest and taxes		(7,795	)		78,899			80,548
Capital expenditures		71,073			109,922			116,569
Assets employed at year-end		1,628,160			1,577,307			1,476,545

Steel
Net sales to external customers	$	813,870		$	879,693		$	735,163
Intersegment sales		146,492			196,500			211,870
Depreciation and amortization		67,772			67,506			66,694
Impairment and restructuring charges		1,748			15,112			-0-
Earnings before interest and taxes		9,345			19,349			44,039
Capital expenditures		31,274			52,795			56,653
Assets employed at year-end		904,924			986,798			964,773

Total
Net sales to external customers	$	2,447,178		$	2,643,008		$	2,495,034
Depreciation and amortization		152,467			151,047			149,949
Impairment and restructuring charges		54,689			27,754			-0-
Receipt of CDSOA payment		31,019			-0-			-0-
Earnings before interest and taxes		1,550			98,248			124,587
Capital expenditures		102,347			162,717			173,222
Assets employed at year-end		2,533,084			2,564,105			2,441,318

Income Before Income Taxes
Total EBIT for reportable segments	$	1,550		$	98,248		$	124,587
Interest expense		(33,401	)		(31,922	)		(27,225	)
Interest income		2,109			3,479			3,096
Intersegment adjustments		2,859			792			(1,467	)

(Loss) income before income taxes	$	(26,883	)	$	70,597		$	98,991


⁽⁵⁾	It is impracticable for the company to restate 1999 segment financial information into Automotive Bearings and Industrial Bearings as this structure was not in place at that time.

The Company evaluates operating performance based on each segment’s profit before interest and income taxes. Therefore, interest expense and interest income are maintained at a corporate level and are not shown on a segmented basis.

F-20

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13. Income Taxes

The provision (credit) for income taxes consisted of the following:



		2001						2000						1999

		Current			Deferred			Current			Deferred			Current			Deferred


		(Thousands of dollars)
United States:
	Federal	$	(18,523	)	$	22,620		$	(1,093	)	$	13,093		$	9,988		$	20,884
	State and local		2,332			(628	)		1,775			(995	)		(552	)		2,835
Foreign			7,961			1,021			13,442			(1,513	)		6,171			(2,959	)

		$	(8,230	)	$	23,013		$	14,124		$	10,585		$	15,607		$	20,760

The company made income tax payments of approximately $7,210,000 in 2001; $17,520,000 in 2000; and $14,760,000 in 1999. Taxes paid differ from current taxes provided, primarily due to the timing of payments.

The effect of temporary differences giving rise to deferred tax assets and liabilities at December 31, 2001 and 2000 was as follows:


		2001			2000


		(Thousands of dollars)
Deferred tax assets:
	Accrued postretirement benefits cost	$	170,975		$	159,014
	Accrued pension cost		67,571			31,920
	Benefit accruals		18,473			25,603
	Tax loss and credit carryforwards		33,787			16,439
	Other — net		12,754			12,960
	Valuation allowance		(34,756	)		(18,084	)

			268,804			227,852
Deferred tax liability — depreciation			(198,746	)		(196,500	)

Net deferred tax asset		$	70,058		$	31,352

F-21

THE TIMKEN COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Following is the reconciliation between the provision for income taxes and the amount computed by applying U.S. federal income tax rate of 35% to income before taxes:


		2001			2000			1999


		(Thousands of dollars)
Income tax (credit) at the statutory federal rate		$	(9,409	)	$	24,709		$	34,647
Adjustments:
	State and local income taxes, net of federal tax benefit		1,107			507			1,484
	Tax on foreign remittances		476			1,617			1,216
	Non-deductible unrealized exchange losses		779			587			1,548
	Foreign tax credits		-0-			(2,702	)		(2,205	)
	Losses without current tax benefits		20,854			5,177			-0-
	Settlements and claims for prior years		-0-			(5,125	)		-0-
	Valuation allowance		(723	)		(1,402	)		-0-
	Other items		1,699			1,341			(323	)

Provision for income taxes		$	14,783		$	24,709		$	36,367

Effective income tax rate			N/A			35	%		37	%

F-22

THE TIMKEN COMPANY

CONSOLIDATED CONDENSED BALANCE SHEETS


		Sept. 30			Dec. 31
		2002			2001


		(Thousands of dollars)

		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	36,812		$	33,392
Accounts receivable, less allowances, (2002 — $16,250; 2001 — $14,715)			376,416			307,759
Refundable income taxes			—			15,103
Deferred income taxes			42,790			42,895
Inventories (Note 2)			464,394			429,231

	Total Current Assets		920,412			828,380
Property, Plant and Equipment			2,951,614			2,971,793
	Less allowances for depreciation		1,714,207			1,666,448

			1,237,407			1,305,345
Goodwill (Note 8)			129,526			150,041
Deferred income taxes			23,207			27,164
Intangible pension asset			136,382			136,118
Other assets			95,109			86,036

	Total Assets	$	2,542,043		$	2,533,084

LIABILITIES
Current Liabilities
Accounts payable and other liabilities		$	263,303		$	258,001
Short-term debt and commercial paper			131,432			128,864
Accrued expenses			272,242			254,291

	Total Current Liabilities		666,977			641,156
Noncurrent Liabilities
Long-term debt (Note 3)			350,515			368,151
Accrued pension cost			270,179			317,297
Accrued postretirement benefits cost			413,319			406,568
Other noncurrent liabilities			21,980			18,177

	Total Noncurrent Liabilities		1,055,993			1,110,193
Shareholders’ Equity (Note 4)
Common stock			309,728			248,863
Earnings invested in the business			736,212			757,410
Accumulated other comprehensive loss			(226,867	)		(224,538	)

	Total Shareholders’ Equity		819,073			781,735
	Total Liabilities and Shareholders’ Equity	$	2,542,043		$	2,533,084

F-23

THE TIMKEN COMPANY

CONSOLIDATED STATEMENTS OF INCOME



		Nine Months Ended						Three Months Ended

		Sept. 30 2002			Sept. 30 2001			Sept. 30 2002			Sept. 30 2001


		(Thousands of dollars, except per share data)
		(Unaudited)
Net sales		$	1,905,177		$	1,873,603		$	628,591		$	577,698
Cost of products sold			1,550,972			1,553,555			517,329			486,747

	Gross Profit		354,205			320,048			111,262			90,951
Selling, administrative and general expenses			266,379			276,655			87,382			86,828
Impairment and restructuring charges			24,986			49,405			7,703			24,639

	Operating Income (Loss)		62,840			(6,012	)		16,177			(20,516	)
Interest expense			(23,996	)		(25,813	)		(8,072	)		(8,432	)
Interest income			991			1,670			294			573
Other expense			(12,490	)		(5,371	)		(3,415	)		(2,476	)

	Income (Loss) Before Income Taxes and Cumulative Effect of Accounting Changes		27,345			(35,526	)		4,984			(30,851	)
Provision (benefit) for income taxes (Note 6)			12,360			7,358			3,147			(319	)

	Income (Loss) Before Cumulative Effect of Change in Accounting Principle		14,985			(42,884	)		1,837			(30,532	)
Cumulative effect of change in accounting principle (net of income tax benefit of $7,786)			(12,702	)		—			(12,702	)		—
Net Income (Loss)		$	2,283		$	(42,884	)	$	(10,865	)	$	(30,532	)

	Earnings Per Share:
	Income (loss) before cumulative effect of change in accounting principle	$	0.25		$	(0.71	)	$	0.03		$	(0.51	)
	Cumulative effect of change in accounting principle	$	(0.21	)	$	—		$	(0.21	)	$	—
	Earnings Per Share*	$	0.04		$	(0.71	)	$	(0.18	)	$	(0.51	)
	Earnings Per Share — assuming dilution:
	Income (loss) before cumulative effect of change in accounting principle	$	0.25		$	(0.71	)	$	0.03		$	(0.51	)
	Cumulative effect of change in accounting principle	$	(0.21	)	$	—		$	(0.21	)	$	—
	Earnings Per Share — assuming dilution**	$	0.04		$	(0.71	)	$	(0.18	)	$	(0.51	)
	Dividends Per Share	$	0.39		$	0.54		$	0.13		$	0.18


* Average shares outstanding			60,459,277			59,979,699			61,091,924			59,958,690
** Average shares outstanding — assuming dilution			60,998,543			60,156,778			61,430,256			60,086,662

F-24

THE TIMKEN COMPANY AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS



				Nine Months Ended

				Sept. 30			Sept. 30
				2002			2001


				(Thousands of dollars)
				(Unaudited)
CASH PROVIDED (USED)
Operating Activities
Net Income (Loss)				$	2,283		$	(42,884	)
Adjustments to reconcile net income to net cash provided by operating activities:
	Cumulative effect of accounting change				12,702			—
	Depreciation and amortization				110,956			114,015
	Provision (credit) for deferred income taxes				23,557			(7,196	)
	Stock issued in lieu of cash to employee benefit plans				4,628			1,319
	Non-cash portion of impairment and restructuring charges				(13,368	)		40,344
	Changes in operating assets and liabilities:
		Accounts receivable			(64,254	)		(20,809	)
		Inventories			(35,222	)		22,003
		Other assets			(6,766	)		(26,297	)
		Accounts payable and accrued expenses			46,094			(49,773	)
		Foreign currency translation			8,446			4,801

			Net Cash Provided by Operating Activities		89,056			35,523
Investing Activities
	Purchases of property, plant and equipment — net				(33,849	)		(61,832	)
	Acquisitions				(6,751	)		(1,170	)

			Net Cash Used by Investing Activities		(40,600	)		(63,002	)
Financing Activities
	Cash dividends paid to shareholders				(23,481	)		(32,388	)
	Purchase of treasury shares				—			(2,795	)
	Payments on long-term debt				(36,872	)		(1,487	)
	Proceeds from issuance of long-term debt				—			76,110
	Short-term debt activity — net				14,462			4,828

			Net Cash (Used) Provided by Financing Activities		(45,891	)		44,268
Effect of exchange rate changes on cash					855			(1,801	)
	Increase in Cash and Cash Equivalents				3,420			14,988
Cash and Cash Equivalents at Beginning of Period					33,392			10,927

	Cash and Cash Equivalents at End of Period			$	36,812		$	25,915

F-25

THE TIMKEN COMPANY

NOTES TO FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

The accompanying consolidated condensed financial statements (unaudited) for the Timken Company (the “company”) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes included in the company’s Annual Report on Form 10-K for the year ended December 31, 2001. Certain amounts have been reclassified to conform with current year presentation.

Note 2 — Inventories


	9/30/02		12/31/01


	(Thousands of dollars)
Finished products	$	188,254	$	180,533
Work-in-process and raw materials		241,708		212,040
Manufacturing supplies		34,432		36,658

	$	464,394	$	429,231

An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on management’s estimates of expected year-end inventory levels and costs. Because these are subject to many forces beyond management’s control, interim results are subject to the final year-end LIFO inventory valuation.

Note 3 — Long-term Debt


	9/30/02		12/31/01


	(Thousands of dollars)
State of Ohio Pollution Control Revenue Refunding Bonds, maturing on July 1, 2003. The variable interest rate is tied to the bank’s tax exempt weekly interest rate. The rate at September 30, 2002 is 1.70%	$	17,000	$	17,000
State of Ohio Water Development Revenue Refunding Bond, maturing on May 1, 2007. The variable interest rate is tied to the bank’s tax exempt weekly interest rate. The rate at September 30, 2002 is 1.70%		8,000		8,000
State of Ohio Air Quality and Water Development Revenue Refunding Bonds, maturing on November 1, 2025. The variable interest rate is tied to the bank’s tax exempt weekly interest rate. The rate at September 30, 2002 is 1.70%		21,700		21,700
State of Ohio Water Development Authority Solid Waste Revenue Bonds, maturing on July 1, 2032. The variable interest rate is tied to the bank’s tax exempt weekly interest rate. The rate at September 30, 2002 is 1.75%		24,000		24,000
Fixed Rate Medium-Term Notes, Series A, due at various dates through May, 2028 with interest rates ranging from 6.20% to 7.76%		292,000		327,000
Other		11,359		12,885

		374,059		410,585
Less: Current Maturities		23,544		42,434

	$	350,515	$	368,151

F-26

THE TIMKEN COMPANY

NOTES TO FINANCIAL STATEMENTS — (Continued)

Note 4 — Shareholders’ Equity


		9/30/02		12/31/01


		(Thousands of dollars)
Class I and Class II serial preferred stock without par value:
	Authorized — 10,000,000 shares each class; Issued — none	$	—	$	—
Common Stock without par value:
	Authorized — 200,000,000 shares; Issued (including shares in treasury) 2002 — 63,315,670 shares, 2001 — 63,082,626 shares
	Stated Capital		53,064		53,064
	Other paid-in capital		256,664		256,423
Less cost of Common Stock in treasury; 2001 — 3,226,544 shares			—		60,624

		$	309,728	$	248,863

An analysis of the change in capital and earnings invested in the business is as follows:



		Common Stock
							Earnings			Accumulated
				Other			Invested			Other
		Stated		Paid-In			in the			Comprehensive			Treasury
		Capital		Capital			Business			Loss			Stock			Total


		(Thousands of dollars)
Balance December 31, 2001		$	53,064	$	256,423		$	757,410		$	(224,538	)	$	(60,624	)	$	781,735
Net Income								2,283									2,283
Foreign currency translation adjustment											(2,721	)					(2,721	)
Change in fair value of derivative financial instruments											(123	)					(123	)
Reclassification adjustments — contract settlements											515						515

Total comprehensive loss																	(46	)
Dividends — $.39 per share								(23,481	)								(23,481	)
Stock Options, employee benefit and dividend reinvestment plans:
	Treasury — issued 459,589 shares				(2,234	)								8,619			6,385
	Treasury — acquired 0 shares
Pension Contribution Treasury — issued 2,766,955 shares														52,005			52,005
	Common Stock — issued 233,045 shares				2,475												2,475

Balance September 30, 2002		$	53,064	$	256,664		$	736,212		$	(226,867	)	$	—		$	819,073

The total comprehensive loss for the three months ended September 30, 2002 and 2001 was $ 17,759,000 and $31,832,000, respectively. Total comprehensive loss for the nine months ended September 30, 2001 was $56,118,000.

F-27

THE TIMKEN COMPANY

NOTES TO FINANCIAL STATEMENTS — (Continued)

Note 5 — Impairment and Restructuring Charges

In April 2001, the company announced a strategic global refocusing of its manufacturing operations to establish a foundation for accelerating the company’s growth initiatives. This second phase of the company’s transformation includes creating focused factories for each product line or component, replacing specific manufacturing processes with state-of-the-art processes through the company’s global supply chain, rationalizing production to the lowest total cost plants in the company’s global manufacturing system and implementing lean manufacturing process redesign. The company also announced its intention to close bearing plants in Columbus, Ohio and Duston, England, and to sell a tooling plant in Ashland, Ohio. The Columbus bearing plant ceased manufacturing operations in November 2001 while the Duston plant ceased manufacturing operations at the end of September 2002. Additionally, on June 30, 2002, the company sold its Ashland plant to Ashland Precision Tooling, LLC. To implement these actions, the company is expecting to take approximately $100 — $110 million in severance, impairment and implementation charges from 2001 through the end of 2002.

The company targeted an annualized pretax rate of savings of approximately $100 million by the end of 2004 as a result of this program. Through September 30, 2002, the company achieved estimated annual savings of $70 million.

The following chart details the breakdown by segment of the $7.7 million in restructuring and impairment charges incurred during the three months ended September 30, 2002 (in millions of dollars):


	Auto			Industrial			Steel		Total

Restructuring:
Separation costs	$	0.3		$	0.9		$	—	$	1.2
Exit costs		0.4			—			—		0.4

	$	0.7		$	0.9		$	—	$	1.6
Impaired assets:
Property, plant and equipment	$	1.1		$	1.6		$	—	$	2.7
Special Charges:
SFAS No. 88/ 106 Curtailment	$	0.8		$	2.0		$	0.9	$	3.7
Reversal of Separation Cost	$	(0.1	)	$	(0.2	)	$	—	$	(0.3	)

	$	2.5		$	4.3		$	0.9	$	7.7

The third quarter 2002 Automotive Bearings Business impaired assets charge related to the Duston plant closure. The Industrial Bearings Business impaired assets charge related to the Columbus plant closure. The majority of the Automotive and Industrial restructuring costs also related to the Duston and Columbus plant closures, respectively. Third quarter 2002 charges also included severance for Columbus associates and special curtailment expenses (pension and postretirement benefits) related to associates involved in the sale of the Ashland plant and the salaried workforce reduction. The reversals of separation cost in the third quarter of 2002 related to associates who were previously included in the severance accrual but for whom severance will not be paid, as these associates subsequently retired or found other employment. Implementation charges for the quarter ended September 30, 2002 totaled $4.4 million. Of these charges, $2.1 million were classified as cost of products sold and $2.3 million as selling,

F-28

THE TIMKEN COMPANY

NOTES TO FINANCIAL STATEMENTS — (Continued)

administrative and general expenses. Cumulative restructuring and impairment charges related to the second phase of restructuring as of September 30, 2002 by segment, are as follows (in millions of dollars):


	Auto			Industrial			Steel			Total
Restructuring:
Separation costs	$	26.9		$	5.5		$	1.5		$	33.9
Exit costs		1.9			1.0			—			2.9

	$	28.8		$	6.5		$	1.5		$	36.8
Impaired assets:
Property, plant and equipment	$	15.2		$	2.5		$	—		$	17.7
Special Charges:
SFAS No. 88/ 106 Curtailment	$	0.8		$	18.8		$	0.9		$	20.5
Reversal of Separation Cost	$	(0.5	)	$	(0.6	)	$	(0.2	)	$	(1.3	)

	$	44.3		$	27.2		$	2.2		$	73.7

Cumulative implementation charges related to the second phase of restructuring totaled $22.3 million as of September 30, 2002. Of these charges, $11.3 million were classified as cost of products sold and $11.0 million were classified as selling, administrative and general expenses. As of September 30, 2002, the remaining severance accrual balance was $6.8 million including $0.6 million in additional expense incurred during the third quarter, offset by the accrual reversal and foreign currency adjustments of $0.1 million. Total payments made during the third quarter of 2002 totaled $4.9 million.

From the announcement of the restructuring initiatives in April 2001 to September 30, 2002, 1,682 associates left the company as a result of the restructuring and salaried workforce reduction. Of that number, 1,214 people were from the Duston and Columbus plants, Canton bearing plants, Canadian Timken Ltd., and associates included in the worldwide salaried workforce for whom severance has been paid. In addition, 78 associates left the company as a consequence of the sale of the Ashland plant. The remaining 390 associates have retired or voluntarily left the company as of September 30, 2002, and their positions have been eliminated.

Note 6 — Income Tax Provision



		Nine Months Ended					Three Months Ended

		Sept. 30		Sept. 30			Sept. 30		Sept. 30
		2002		2001			2002		2001


		(Thousands of dollars)
U.S.
	Federal	$	6,877	$	3,292		$	1,001	$	(1,949	)
	State & Local		1,688		(395	)		551		104
Foreign			3,795		4,461			1,595		1,526

		$	12,360	$	7,358		$	3,147	$	(319	)

Taxes provided exceed the U.S. statutory rate primarily due to foreign losses without current tax benefits.

F-29

THE TIMKEN COMPANY

NOTES TO FINANCIAL STATEMENTS — (Continued)

Note 7 — Segment Information



		Nine Months Ended						Three Months Ended

		Sept. 30			Sept. 30			Sept. 30			Sept. 30
		2002			2001			2002			2001


		(Thousands of dollars)
Automotive Bearings
	Net sales to external customers	$	630,009		$	565,761		$	207,136		$	176,518
	Depreciation and amortization		25,817			27,112			8,624			9,053
	Goodwill Amortization		—			69			—			23
	Impairment and restructuring charges		17,011			23,858			2,550			23,597
	Loss before interest and taxes		(3,644	)		(34,557	)		(3,081	)		(32,351	)
Industrial Bearings
	Net sales to external customers	$	658,230		$	678,041		$	217,232		$	214,130
	Depreciation and amortization		34,451			32,606			11,669			10,627
	Goodwill Amortization		—			3,613			—			1,201
	Impairment and restructuring charges		7,226			24,343			4,330			641
	Earnings before interest and taxes		23,857			4,422			11,953			6,186
Steel
	Net sales to external customers	$	616,938		$	629,801		$	204,223		$	187,050
	Intersegment sales		123,655			114,484			42,623			35,007
	Depreciation and amortization		50,606			49,683			16,725			16,579
	Goodwill Amortization		—			932			—			311
	Impairment and restructuring charges		749			1,205			823			402
	Earnings before interest and taxes		31,530			16,522			4,769			911
Profit Before Taxes
	Total EBIT for reportable segments		51,743			(13,613	)		13,641			(25,254	)
	Interest expense		(23,996	)		(25,813	)		(8,072	)		(8,432	)
	Interest income		991			1,670			294			573
	Intersegment adjustments		(1,393	)		2,230			(879	)		2,262
	Income (loss) before income taxes		27,345			(35,526	)		4,984			(30,851	)

Note 8 — Change in Method of Accounting

Effective January 2002, the company adopted Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets.” In accordance with SFAS No. 142, goodwill and indefinite lived intangible assets are no longer amortized but are reviewed at least annually for impairment. The application of the nonamortization provisions is expected to result in an increase in annual net income of $6.1 million (pre-tax), of which $1.5 million (pre-tax) is related to the third quarter. Changes in the estimated useful lives of intangible assets will not result in a material change to net income. Intangible assets that are separable and have a definite life will continue to be amortized over the estimated useful lives.

In accordance with the adoption of SFAS No. 142, the company evaluated the impairment of indefinite lived intangible assets and determined that none were impaired based on estimations in market value. Fair value of each of the company’s five reporting units was determined by discounted cash flows and validated with various market-comparable approaches. Based on the results of this review, the

F-30

THE TIMKEN COMPANY

NOTES TO FINANCIAL STATEMENTS — (Continued)

company recorded a transitional impairment loss of $12.7 million, net of an income tax benefit of $7.8 million, which relates to the Specialty Steel Business. The transitional impairment loss was recorded in the third quarter as a non-cash charge and reflected as the cumulative effect of a change in accounting principle.

Prior to the adoption of SFAS No. 142, amortization expense was recorded for goodwill and other intangible assets. The following table reflects reported net income for the third quarter and first nine months of 2002 adjusted for purposes of comparison:



	Nine Months Ended					Three Months Ended

	Sept. 30		Sept. 30			Sept. 30			Sept. 30
	2002		2001			2002			2001


	(Thousands of dollars)
Reported net income (loss)	$	2,283	$	(42,884	)	$	(10,865	)	$	(30,532	)
Plus: Goodwill and indefinite lived intangible asset amortization, net of tax		—		3,156			—			726

Adjusted net income (loss)	$	2,283	$	(39,728	)	$	(10,865	)	$	(29,806	)

Earnings per share (basic and diluted):
Reported net income (loss)	$	0.04	$	(0.71	)	$	(0.18	)	$	(0.51	)
Plus: Goodwill and indefinite lived intangible asset amortization, net of tax		—		0.05			—			0.01

Adjusted net income (loss)	$	0.04	$	(0.66	)	$	(0.18	)	$	(0.50	)

The changes in the carrying amount of goodwill and indefinite lived intangible assets for the quarter ended September 30, 2002 are as follows:


	Balance								Balance
	12/31/01		Impairment			Other			9/30/02


	(Thousands of dollars)
Goodwill:
Automotive	$	1,577	$	—		$	(71	)	$	1,506
Industrial		120,426		—			(805	)		119,621
Steel		28,038		(20,488	)		849			8,399

	$	150,041	$	(20,488	)	$	(27	)	$	129,526

The indefinite lived intangible assets are immaterial. Total intangible assets at September 30 were $134.7 million, of which unamortizable assets were $130.6 million, consisting primarily of goodwill and industrial license agreements, with the remaining primarily being amortizable industrial land use rights.

Note 9 — Subsequent Event

On October 16, 2002, the company announced that it had reached an agreement with Ingersoll-Rand Company Limited to acquire its Engineered Solutions business, including certain operating assets and its subsidiary, The Torrington Company, a leading worldwide producer of needle roller, heavy duty roller and ball bearings and motion control components and assemblies, for cash and stock valued at approximately $840 million. Under the terms of the agreement, Ingersoll-Rand will receive approximately $700 million in cash and $140 million worth of the company’s common stock. The transaction, which is subject to antitrust clearance, successful completion of debt and equity financing, and customary closing conditions, is expected to close during the first quarter of 2003.

F-31

REPORT OF INDEPENDENT ACCOUNTANTS

To the Directors of Ingersoll-Rand Company Limited

In our opinion, the accompanying combined balance sheet and the related combined statements of income, Ingersoll-Rand Limited investment and cash flows present fairly, in all material respects, the financial position of the Ingersoll-Rand Engineered Solutions Business (the “Business”), an operating business unit of Ingersoll-Rand Company Limited (“IR”), at December 31, 2000 and 2001, and the combined results of its operations and cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the management of the Business; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

Hartford, Connecticut

June 26, 2002

F-32

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

COMBINED BALANCE SHEET

December 31, 2001 and 2000


			2001			2000


			(In thousands)
Assets
Current assets:
	Cash and cash equivalents		$	10,760		$	15,298
	Accounts and notes receivable, less allowance for doubtful accounts of $2,094 in 2001 and $1,982 in 2000			123,017			84,559
	Inventories			152,387			128,047
	Prepaid expenses			10,880			8,684
	Due from affiliates			94,863			103,462
	Deferred income taxes			23,943			33,464

				415,850			373,514
	Investments in and advances with partially owned equity companies			104,466			127,227
	Property, plant and equipment:
		Land, buildings and improvements		135,203			130,903
		Machinery and equipment		517,928			490,474

				653,131			621,377
		Less — accumulated depreciation		308,086			296,273

				345,045			325,104
	Intangible assets, net			6,381			2,773
	Deferred income taxes			86,404			81,419
	Other assets			55,216			48,949

		Total assets	$	1,013,362		$	958,986

Liabilities and Business Equity
Current liabilities:
	Accounts payable and accruals		$	244,774		$	193,514
	Due to affiliates			131,877			82,569
	Loans			15,811			26,232

				392,462			302,315
Due to affiliates				198,700			198,700
Deferred income taxes				38,577			35,709
Long term debt				603			207
Other liabilities				212,432			210,304

		Total liabilities		842,774			747,235

Commitments and contingencies (Note 9)
Business equity:
	Ingersoll-Rand Company Limited investment			197,322			229,209
	Accumulated other comprehensive income			(26,734	)		(17,458	)

		Business equity		170,588			211,751

		Total liabilities and Business equity	$	1,013,362		$	958,986

See accompanying notes to combined financial statements.

F-33

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

COMBINED STATEMENT OF INCOME

For the years ended December 31, 2001, 2000 and 1999


		2001		2000		1999


		(In thousands)
Net sales, third parties		$	1,077,816	$	1,185,360	$	1,229,456
Sales to IR affiliates			10,896		8,844		6,809

	Total net sales		1,088,712		1,194,204		1,236,265
Cost of goods sold			885,009		921,054		953,445
Administrative, selling and service engineering expense			85,100		90,931		94,777
Restructuring charges			19,338		10,999		11,351
Allocated IR costs			21,812		21,417		21,745

	Operating income		77,453		149,803		154,947
Interest expense			18,306		19,650		20,526
Other income (expense), net			25,209		10,588		(4,436	)

	Earnings before income taxes		84,356		140,741		129,985
Provision for income taxes			36,537		50,664		54,875

	Net earnings	$	47,819	$	90,077	$	75,110

See accompanying notes to combined financial statements.

F-34

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

COMBINED STATEMENT OF CASH FLOWS

For the years ended December 31, 2001, 2000 and 1999


			2001			2000			1999


			(In thousands)
Cash flows from operating activities:
	Net earnings		$	47,819		$	90,077		$	75,110
	Adjustments to arrive at net cash provided by operating activities:
	Restructuring charges			19,338			10,999			11,351
	Depreciation and amortization			44,372			43,746			51,109
	Gain on sale of businesses			—			(5,727	)		—
	Loss/(gain) on sale of property, plant and equipment			422			233			(3,234	)
	Equity earnings/losses, net			(862	)		(2,660	)		540
	Deferred income taxes			7,531			15,344			2,461
	Changes in assets and liabilities:
	(Increase) decrease in:
		Accounts and notes receivable		(7,395	)		25,265			(19,499	)
		Inventories		7,602			(18,603	)		16,374
		Other assets		(2,752	)		(11,901	)		(10,904	)
	(Decrease) increase in:
		Accounts payable and accruals		(15,343	)		(21,700	)		16,150
		Other liabilities		2,901			(3,321	)		(2,218	)

	Net cash provided by operating activities			103,633			121,752			137,240

Cash flows from investing activities:
	Capital expenditures			(42,237	)		(36,578	)		(52,140	)
	Proceeds from sales of property, plant and equipment			1,805			3,965			7,489
	Proceeds from business dispositions			—			37,331			—
	Acquisition, net of cash*			(17,488	)		—			—
	Cash (invested in) or advances (to) from equity companies			3,529			15,822			(1,038	)

		Net cash (used in) provided by investing activities		(54,391	)		20,540			(45,689	)

Cash flows from financing activities:
	(Decrease) increase in borrowings			(29,769	)		14,882			(5,069	)
	Changes in due to (from) IR affiliates			56,884			(24,989	)		(51,806	)
	Change in IR investment			(79,706	)		(123,232	)		(39,373	)

		Net cash used in financing activities		(52,591	)		(133,339	)		(96,248	)

Effect of exchange rate changes on cash and cash equivalents				(1,189	)		(527	)		(384	)

	Net increase (decrease) in cash and cash equivalents			(4,538	)		8,426			(5,081	)
	Cash and cash equivalents — beginning of year			15,298			6,872			11,953

Cash and cash equivalents — end of year			$	10,760		$	15,298		$	6,872

*Acquisition
Working capital, other than cash			$	4,917
Property, plant and equipment				(23,406	)
Intangibles and other assets				1,001

		Net cash used to acquire business	$	(17,488	)

See accompanying notes to combined financial statements.

F-35

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

COMBINED STATEMENT OF CHANGES

IN INGERSOLL-RAND COMPANY LIMITED INVESTMENT

For the years ended December 31, 2001, 2000 and 1999


		Ingersoll			Accumulated
		Rand			Other			Total
		Company			Comprehensive			Comprehensive
		Limited			Income			Income
		Investment			(Loss)			(Loss)			Total


		(In thousands)
At January 1, 1999		$	226,627		$	3,166					$	229,793
Decrease in IR Investment			(39,373	)								(39,373	)
Net income			75,110					$	75,110
Other comprehensive income (loss):
	Minimum pension liability					(462	)		(462	)
	Currency translation					4,985			4,985

Total comprehensive income								$	79,633			79,633

At December 31, 1999			262,364			7,685						270,053
Decrease in IR Investment			(123,232	)								(123,232	)
Net income			90,077					$	90,077
Other comprehensive income (loss):
	Minimum pension liability					(1,756	)		(1,756	)
	Currency translation					(23,391	)		(23,391	)

Total comprehensive income								$	64,930		$	64,930

At December 31, 2000			229,209			(17,458	)					211,751
Decrease in IR Investment			(79,706	)								(79,706	)
Net income			47,819					$	47,819
Other comprehensive income (loss):
	Minimum pension liability					951			951
	Currency translation					(10,227	)		(10,227	)

Total comprehensive income								$	38,543			38,543

At December 31, 2001		$	197,322		$	(26,734	)				$	170,588

See accompanying notes to combined financial statements.

F-36

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS

(All amounts in thousands)

Note 1 — Business Activities and Basis of Presentation:

The Business is a wholly owned operating business unit of IR. The accompanying combined financial statements were prepared to show the historical operating results of the entities comprising the Business. The combined financial statements of the Business include the results of bearing and precision components operations of the following entities, but exclude investments held by these entities in other IR affiliates that do not participate in engineered solutions operations:


Legal Entities		Country of Incorporation

The Torrington Company		United States
Torrington Holdings Inc.		United States
Kilian Manufacturing Corporation		United States
Torrington Inc.		Canada
Torrington Wuxi Bearings Company, Limited		China
Torrington France S.A.R.L		France
Torrington GmbH		Germany
Torrington Nadellager GmbH		Germany
Industrias del Rodamiento, S.A.		Spain
Torrington Sales Limited		Switzerland
The Torrington Company, Limited		United Kingdom
Torrington Ceska Republika s.r.o		Czech Republic
Nadella S.A.		France
Nadella Industries S.A.		France
Nadella UK Limited		United Kingdom
Nadella GmbH		Germany
Nadella S.A.		Switzerland
Nadella S.p.A		Italy
Societe Belge de Roulements a Aiguilles Nadella		Belgium


Operating Business Units of IR Entities		Country of Operations

Engineered Solutions Operating Business Unit of Ingersoll-Rand Canada Inc.		Canada
Engineered Solutions Operating Business Unit of Ingersoll-Rand (Australia) Ltd.		Australia
Engineered Solutions Operating Business Unit of Ingersoll-Rand do Brasil Ltda.		Brazil
Engineered Solutions Operating Business Unit of Ingersoll-Rand Machinery (Shanghai) Company Limited		China
Engineered Solutions Operating Business Unit of Ingersoll-Rand S.A. de C.V.		Mexico

F-37

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The combined financial statements were prepared using IR’s historical basis in the assets and liabilities of the Business. Changes in indebtedness between the Business and IR are reflected as part of the IR investment account in the accompanying combined balance sheet.

The combined financial statements include all revenues, costs, assets and liabilities directly attributable to the Business. Allocation of costs for facilities, functions and certain services performed by IR organizations for the Business, including environmental and other risk management, internal audit, transportation services, administration of benefit and insurance programs and certain tax, legal, accounting and treasury functions have been made on the basis described in Note 3. All of the allocations and estimates in the combined financial statements are based on assumptions that the management of the Business and IR believe are reasonable in the circumstances. The Business’ financial information included herein is not necessarily indicative of the financial position, results of operations and cash flows of the Business in the future or indicative of the results that would have been reported if the Business had operated as an unaffiliated enterprise.

Note 2 — Summary of Significant Accounting Policies:

A summary of significant accounting policies used in the preparation of the accompanying financial statements follows:

Principles of Combination: The combined financial statements include the accounts and activities of the Business. Partially owned equity companies are accounted for under the equity method. All material intercompany transactions between operations included in the combined financial statements have been eliminated in combination. Transactions between the Business and IR and its affiliates are herein referred to as “related party” or “affiliated” transactions. Such transactions have not been eliminated.

The preparation of combined financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts for revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash Equivalents: The Business considers all highly liquid investments, consisting primarily of time deposits and commercial paper with maturities of three months or less when purchased, to be cash equivalents.

Inventories: Inventories are stated at cost, which is not in excess of market. Cost is based on the first-in, first-out (FIFO) method for precision components inventories, while for all others, cost is determined on the last-in, first-out (LIFO) method.

Property, Plant and Equipment: Property, plant and equipment are stated at cost, less accumulated depreciation. The Business principally uses accelerated depreciation methods for assets placed in service prior to December 31, 1994. Assets acquired subsequent to that date are depreciated using the straight-line method over their estimated useful lives. At December 31, 2001 and 2000, gross land and buildings totaled $135,203 and $130,903 respectively, while gross machinery and equipment totaled $517,928 and $490,474, respectively. Accumulated depreciation at December 31, 2001 and 2000 was $308,086 and $296,273, respectively. Depreciation expense for 2001, 2000 and 1999 was $44,252, $43,642 and $51,000, respectively.

Goodwill: Goodwill, net, was $4,161 and $800 at December 31, 2001 and 2000, respectively. Accumulated amortization amounted to $485 and $443 at December 31, 2001 and 2000, respectively. In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other

F-38

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Intangible Assets,” goodwill associated with acquisitions consummated after June 30, 2001 is not being amortized. For acquisitions prior to July 1, 2001 goodwill was amortized on a straight-line basis over periods not to exceed 40 years through December 31, 2001. Amortization expense related to goodwill was $27 for 2001, 2000 and 1999.

Income Taxes: The U.S. operations of the Business are included in a consolidated U.S. federal income tax return. The provision for income taxes has been prepared as if a separate U.S. federal income tax return had been filed by the Business for its U.S. operations. The provision for income taxes of international operations has been similarly prepared. Deferred taxes are provided on temporary differences between assets and liabilities for financial reporting and tax purposes as measured by enacted tax rates expected to apply when temporary differences are settled or realized. A valuation allowance is established for deferred tax assets for which realization is not likely. U.S. federal income taxes are paid on behalf of the Business and reflects the funding through the IR investment account.

Environmental Costs: Environmental expenditures relating to current operations are expensed or capitalized as appropriate. Expenditures relating to existing conditions caused by past operations, which do not contribute to current or future revenues, are expensed. Costs to prepare environmental site evaluations and feasibility studies are accrued when the Business commits to perform them. Liabilities for remediation costs are recorded when they are probable and reasonably estimable, generally no later than the completion of feasibility studies or the Business’ commitment to a plan of action. The assessment of this liability, which is calculated based on existing technology, does not reflect any offset for possible recoveries from insurance companies and is not discounted.

Revenue Recognition: Revenues are recognized on sales of product at the time the goods are shipped and title has passed to the customer or when services are performed. Provisions for discounts and rebates to customers and other adjustments are provided for at the time of sale as a reduction of revenue.

Research and Development Costs: Research and development expenditures, including qualifying engineering costs, are expensed when incurred and amounted to $25,617 in 2001, $24,928 in 2000 and $28,295 in 1999.

Comprehensive Income: Comprehensive income includes net income, foreign currency translation adjustments, minimum pension liabilities and amounts relating to cash flow hedges.

Foreign Currency: Assets and liabilities of non-U.S. entities have been translated at year-end exchange rates, and income and expenses have been translated using weighted average-for-the-year exchange rates. Adjustments resulting from translation have been recorded in accumulated other comprehensive income and are included in net earnings only upon sale or liquidation of the underlying foreign investment.

Foreign currency transactions and translations recorded in the income statement increased net earnings by $73 in 2001 and decreased net earnings by $1,015 and $948 in 2000 and 1999, respectively. Accumulated other comprehensive income decreased in 2001 and 2000 by $9,276 and $25,147, respectively, and increased in 1999 by $4,523, primarily due to foreign currency adjustments related to translation.

Stock-based Compensation: The Business continues to apply the principles of APB No. 25 “Accounting for Stock Issued to Employees,” and has provided pro forma fair value disclosures in Note 11.

Credit Facilities: Credit facilities have been arranged with banks inside the United States under which the Business’ operating units may borrow on an overdraft or short-term note basis.

F-39

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

New Accounting Standards: In June 2002, SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, was issued. The standard requires that a liability for a cost that is associated with an exit or disposal activity be recognized when the liability is incurred. It nullifies the guidance of EITF No. 94-3, which recognized a liability for an exit cost on the date an entity committed itself to an exit plan. The standard will be effective for exit or disposal activities that are initiated after December 31, 2002. The Business is currently reviewing the provisions of SFAS No. 146 to determine its impact upon adoption.

In August 2001, SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” was issued, which provides guidance on the accounting for the impairment or disposal of long-lived assets and was adopted January 1, 2002, by the Business. Adoption of SFAS No. 144 did not have a material effect on the Business’ combined financial position or results of operations.

In June 2001, SFAS No. 143, “Accounting for Asset Retirement Obligations” was issued. The standard requires that legal obligations associated with the retirement of tangible long-lived assets be recorded at fair value when incurred and is effective January 1, 2003 for the Business. The Business is currently reviewing the provisions of SFAS No. 143 to determine the standard’s impact upon adoption.

Also in June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” The requirements and effects of these pronouncements are discussed in Note 6.

In September 2000, the FASB issued SFAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” This statement is effective for transfers and services of financial assets occurring after March 31, 2001, and is discussed in Note 10.

The Business adopted SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” and its amendments as of January 1, 2001. The requirements and effects of such adoption are discussed in Note 8.

Note 3 — Related Party Transactions:


	*Intercompany Activities*

IR provides the Business with certain environmental and other risk management, internal audit, legal, tax, accounting, pension fund management, transportation services, cash management and other treasury services. In addition, as discussed below and in Notes 11, 13 and 14, the Business’ employees participate in certain IR employee benefit programs that are sponsored and administered by IR or its affiliates. The Business’ usage of these services and its participation in these employee benefit plans generates both direct and indirect costs to the Business. Direct costs and benefits relating to the services and benefit plans are charged/ credited to the business and are included in cost of goods sold and administrative, selling and service engineering expense. Indirect costs are allocated to the Business using allocation methods that management of IR and the Business believe are reasonable.

The Combined Financial Statements reflect these indirect costs through the corporate overhead allocation. These allocated IR costs amount to $21,812, $21,417 and $21,745 for the years ended December 31, 2001, 2000 and 1999, respectively. Indirect cost allocations are made based upon employee headcount, revenue and gross assets. Such allocations may not be the same as the costs that would be incurred as a stand-alone entity.

IR provides centralized treasury functions and financing, including substantially all investing and borrowing activities for the Business. As part of this practice, surplus cash is remitted to IR and IR advances cash, as necessary, to the Business. No interest is charged or paid on the net IR investment

F-40

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

amount. Interest is charged or credited on certain notes receivable and notes payable from or to IR affiliates.

In December 1998, the Business issued a $90,000 promissory note to an affiliate in exchange for 50 shares of the affiliate’s common stock. The note is due in December 2009, and bears interest at 6.5% per annum. The amount of the note, plus accrued interest, is classified within “Due to affiliates” in the combined balance sheet. The financial statements of the affiliate and the investment therein are not included in the combined financial statements of the Business.

In conjunction with the declaration of a dividend payable to an IR affiliate in December of 1998, the Business issued a $108,700 promissory note to the affiliate. The note is due in December of 2009 and bears interest at 6.5% per annum. The dividend has been classified as a reduction to IR’s investment and the promissory note, plus accrued interest, is classified within “Due to affiliates” in the combined balance sheet.

At December 31, 2001 and 2000, the Business had loans outstanding due to IR affiliates of $56,502 and $1,324, including accrued interest. These amounts are included in “Due to affiliates” on the combined balance sheet. Amounts outstanding at December 31, 2001, mature prior to December 31, 2002. In accordance with the loan agreements, the Business accrues simple interest on these loans at interest rates ranging from 3.75% to 4.0%.

The Business has utilized a portion of the proceeds from these loans to make interest-bearing loans to other IR affiliates. Including accrued interest, amounts due to the Business under such loans totaled $17,440 and $15,367 at December 31, 2001 and 2000, respectively, and are included in “Due from affiliates” on the combined balance sheet. Amounts outstanding at December 31, 2001 are due prior to December 31, 2002. In accordance with the loan agreements, the Business earns simple interest on these loans at interest rates ranging from 2.4% to 4.0%.

Employee Benefit Administration

The Business’ employees participate in tax-qualified defined benefit pension plans and defined contribution savings plans sponsored and administered by IR or its affiliates. IR has historically charged to the Business its pro-rata share of administration and funding expenses incurred by IR in the operation of these plans for the benefit of employees of the Business. The Business has been responsible for the cost of funding pension and savings plan benefits accrued by its employees. Welfare benefit programs are generally self-insured and experience-rated on the basis of Business’ employees without regard to the claims experience of employees of other affiliated companies.

Technology Licensing Agreement

One of the Business’ German operating units licenses certain technology from an IR affiliate in the United Kingdom. Royalty expense related to this licensing arrangement amounted to $7,047, $6,573 and $7,558 in 2001, 2000 and 1999, respectively. The German operating unit also received credit for technology transferred to the affiliate. Such reimbursements amounted to $2,457, $2,492 and $1,566 in 2001, 2000 and 1999, respectively. These amounts are included in other income(expense), net.

Other Related Party Transactions

The Business recorded sales of $10,896, $8,844 and $6,809 and purchases of $14, $160 and $193 with IR and its affiliates in 2001, 2000 and 1999, respectively.

F-41

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

For the years ended December 31, 2001, 2000 and 1999, the Business recorded dividends of $73,055, $2,559 and $2,970, respectively, for net dividends received from IR affiliates. In addition in 2001, the Business declared dividends of $63,835. These amounts are recorded against IR’s investment included in Business equity.

Note 4 — Investments in Partially Owned Equity Companies

The Business had five investments that operated in similar lines of business at December 31, 2001. The investments in and amounts due from partially owned equity companies amounted to $103,406 and $1,060, respectively, at December 31, 2001 and $123,890 and $3,337, respectively, at December 31, 2000. The Business’ equity in the net earnings of its partially owned equity companies was $4,670, $4,318, and $4,925 in 2001, 2000 and 1999, respectively. The Business received distributions from these investments of $3,808, $1,658, and $5,465 in 2001, 2000, and 1999, respectively. Sales from the Business to the partially owned equity companies are not significant.

In 2000, the Business sold Nastech Europe, Ltd., a partially owned equity affiliate. Proceeds from the sale were $37,331, resulting in a gain of $5,727.

Summarized financial information for these partially owned equity companies at December 31, was:


		2001		2000

Current assets		$	138,336	$	233,383
Property, plant & equipment, net			120,156		163,278
Other assets			17,582		14,510

	Total assets	$	276,074	$	411,171

Current liabilities		$	54,165	$	126,074
Long-term debt			25,465		28,291
Other liabilities			4,114		12,370
Total shareholders’ equity			192,330		244,436

	Total liabilities and shareholders’ equity	$	276,074	$	411,171



	For the Years Ended December 31,

	2001		2000		1999

Net sales	$	340,762	$	441,216	$	573,262
Gross profit		36,651		49,459		66,916
Net earnings		7,542		7,329		8,750

Note 5 — Restructuring

In 2001, the Business recorded restructuring charges totaling $19,338 for employee termination benefits in connection with a reduction in workforce. In 2000, the business recorded restructuring charges totaling $10,999 in connection with a reduction in workforce and consolidation of facilities. The restructuring charge includes $10,603 for employee termination benefits and $396 for lease exit costs. These restructuring programs have resulted in the closure of a manufacturing facility, sales offices and warehouses with a workforce reduction of 1,053 employees.

F-42

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

A reconciliation of the restructuring provision is as follows:


	Employee
	Termination			Facility
	Costs			Exit Costs			Total

Balance at December 31, 1999	$	4,042		$	1,423		$	5,465
Provision		10,603			396			10,999
Cash payments		(14,087	)		(1,819	)		(15,906	)

Balance at December 31, 2000		558			—			558

Provision		19,338			—			19,338
Cash payments		(19,877	)		—			(19,877	)

Balance at December 31, 2001	$	19		$	—		$	19

Note 6 — Acquisition of Business:

In the fourth quarter of 2001, the Business acquired the remaining 50% of Nadella S.A. and its related entities (Nadella) from its joint venture partner. Nadella, based in Europe, supplies precision needle bearings for automotive and industrial applications. Nadella was previously 50% owned by the Business. The purchase price allocation for this acquisition is preliminary and further refinements are likely to be made based upon the completion of a final valuation study.

The Business applied the provisions of SFAS No. 141 “Business Combinations” and SFAS No. 142 “Goodwill and Other Intangible Assets” to the acquisition. Under the provisions of these standards, goodwill and intangible assets deemed to have indefinite lives are no longer subject to amortization, while all other intangible assets are to be amortized over their estimated useful lives. Amortization expense related to goodwill was $27 in 2001, 2000 and 1999.

Additional provisions of SFAS No. 141 and No. 142, including annual impairment testing for goodwill and intangible assets, became effective for the Business on January 1, 2002. The Business is currently analysing the impact of these provisions and does not expect an impairment.

Note 7 — Inventories

At December 31, inventories were as follows:


	2001		2000

Raw materials and supplies	$	35,631	$	32,631
Work-in-process		50,594		50,356
Finished goods		123,041		98,820

		209,266		181,807
Less-LIFO reserve		56,879		53,760

Total	$	152,387	$	128,047

At December 31, 2001 and 2000, LIFO inventories comprised approximately 30% and 38%, respectively, of consolidated inventories. There were no material liquidations of LIFO layers for all periods presented.

F-43

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Note 8 — Financial Instruments

The Business maintains significant operations in countries other than the United States. As a result of these global activities, the Business is exposed to changes in foreign currency exchange rates, which affect the results of operations and financial condition. The Business manages exposure to changes in foreign currency exchange rates through its normal operating and financing activities, as well as through the use of financial instruments. Generally, the only financial instruments the Business utilizes are forward exchange contracts.

The purpose of the Business’ currency hedging activities is to mitigate the impact of changes in foreign currency exchange rates. The Business attempts to hedge transaction exposures through natural offsets. To the extent that this is not practicable, major exposure areas considered for hedging include foreign currency denominated receivables and payables, intercompany loans, firm committed transactions, and forecasted sales and purchases.

SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” and its amendments, became effective for the Business on January 1, 2001. The statement requires all derivatives to be recognized as assets or liabilities on the balance sheet and measured at fair value. Changes in the fair value of derivatives will be recognized in earnings or other comprehensive income, depending on the designated purpose of the derivative. If a derivative qualifies for cash flow hedge accounting the effective portion of changes in fair value is recorded temporarily in other comprehensive income, then recognized in earnings along with the related effects of the hedged items. If a derivative qualifies for fair value hedge accounting, the changes in fair value of the derivative and the hedged item are recognized currently in earnings. There was no ineffective portion of hedges reported in earnings in 2001.

The adjustment to other comprehensive income required upon the adoption of these new standards was immaterial.

At December 31, 2001, the Business had outstanding contracts to buy U.S. dollars and sell Brazilian real in U.S. dollar equivalent of $392 at year-end rates. These contracts qualified as cash flow hedges and accordingly, a loss of $15 was deferred in accumulated other comprehensive income.

Starting in late 1999, the Business began purchasing on a limited basis, commodity contracts to hedge the costs of metals used in its products. Gains and losses on the derivatives are included in cost of sales in the same period as the hedged transaction. No commodity contracts were open as of December 31, 2001.

At December 31, 2001, the maximum term of derivative instruments that hedge forecasted transactions, for foreign currency hedges, was 3 months.

The counterparties to the Business’ forward contracts consist of a number of major international financial institutions. The Business could be exposed to loss in the event of non-performance by the counterparties. However, credit ratings and concentration of risk of these financial institutions are monitored on a continuing basis and present no significant credit risk to the Business.

The carrying value of cash and cash equivalents, accounts receivable, short-term borrowings and accounts payable are a reasonable estimate of their fair value due to the short-term nature of these instruments.

Capitalized interest on construction and other capital projects amounted to $878, $844 and $1,003 in 2001, 2000 and 1999, respectively.

F-44

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Note 9 — Commitments and Contingencies:

The Business is involved in various litigations, claims and administrative proceedings, including environmental matters, arising in the normal course of business. In assessing its potential environmental liability, the Business bases its estimates on current technologies and does not discount its liability or assume any insurance recoveries. Amounts recorded for identified contingent liabilities are estimates, which are reviewed periodically and adjusted to reflect additional information when it becomes available. Subject to the uncertainties inherent in estimating future costs for contingent liabilities, management believes that recovery or liability with respect to these matters would not have a material effect on the financial condition, results of operations, liquidity or cash flows of the Business for any year.

In the normal course of business, the Business has issued several direct and indirect guarantees, including performance letters of credit, totaling approximately $635 at December 31, 2001. Management believes these guarantees will not adversely affect the combined financial statements.

Certain office and warehouse facilities, transportation vehicles and data processing equipment are leased. Total rental expense was $7,988 in 2001, $7,783 in 2000 and $8,185 in 1999. Minimum lease payments required under non-cancellable operating leases with terms in excess of one year for the next five years and thereafter, are as follows: $4,633 in 2002, $3,755 in 2003, $2,637 in 2004, $1,576 in 2005, $994 in 2006 and $3,042 thereafter.

Note 10 — Sales of Receivables

The FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, which became effective for the Business on March 31, 2001. The statement revises the accounting standards for securitizations and other transfers of financial assets and collateral and requires certain disclosures. This statement is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. Adoption of SFAS No. 140 had no effect on the Business’ combined financial position, combined results of operations, or liquidity.

The Business has agreements under which it sells through IR a defined pool of trade accounts receivable to a wholly owned special purpose subsidiary of IR. The subsidiary is a separate legal entity that holds these receivables and sells undivided interests in such accounts receivable to financiers who, in turn, purchase and receive ownership and security interests in those receivables. As collections reduce accounts receivable included in the pool new receivables are sold to the special purpose subsidiary. The full amount of the allowance for doubtful accounts has been retained in the Combined Balance Sheets. The Business retains collection and administrative responsibilities for the participating interests in the defined pool. At December 31, 2001, 2000 and 1999, $60,000, $60,000 and $35,000, respectively, were utilized under the program. Increases and decreases under the program are reflected as operating activities in the Combined Statement of Cash Flows. The proceeds of sale are less than the face amount of accounts receivable sold by an amount to issue commercial paper backed by these accounts receivable. The discount from the face amount is accounted for as a loss on the sale of receivables and has been included in other income (expense), net, in the Combined Statements of Income, and amounted to $2,655, $2,576 and $2,680 in 2001, 2000 and 1999, respectively. The weighted average discount rate was 4.36%, 6.51% and 6.18% during the years 2001, 2000 and 1999, respectively.

The agreements between the special purpose corporation and the financial institution do not have a predefined expiration date. The Business is retained as the servicer of the pooled receivables. During 2001, 2000 and 1999, such sales of receivables amounted to $529,674, $364,081 and $376,231, respectively.

F-45

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Receivables, excluding the designated pool of accounts and note receivable, sold during 2001 with recourse amounted to $95, of which $56 remained uncollected and on the Combined Balance Sheet.

Note 11 — Incentive Stock Plans

Certain employees of the Business are eligible to participate in stock option plans. The plans granted employees options to purchase Class A common shares of IR at prices not less than the fair market value at the date of the grant. Options issued before December 31, 1998, became exercisable one year after the date of the grant and expire at the end of 10 years. Options issued after January 1, 1999, become exercisable ratably over a three-year period from their date of grant and expire at the end of 10 years. The plans, approved in 1990, 1995 and 1998, also authorize stock appreciation rights (SARs) and stock awards, which result in compensation expense.

Under SFAS No. 123, compensation cost for the applicable provisions of the Business’ incentive stock plans would be determined based upon the fair value at the grant date for awards issued since 1996. Applying this methodology would have reduced net earnings by approximately $2,100 for 2001, $1,000 for 2000, and $500 for 1999. The average fair values of the options granted during 2001, 2000, and 1999 were estimated at $14.43, $17.33, and $14.03, respectively, on the date of grant, using the Black-Scholes option-pricing model, which included the following assumptions:


	2001			2000			1999

Dividend yield		1.65	%		1.32	%		1.27	%
Volatility		37.59	%		34.31	%		29.59	%
Risk-free interest rate		5.01	%		6.45	%		4.93	%
Expected life		5 years			4 years			4 years

Changes in options outstanding under the plans were as follows:


	Shares					Weighted
	Subject to			Option Price Range		Average Exercise
	Option			Per Share		Price

December 31, 1998		481,550			$14.77 — $42.31	$	32.31
Granted		162,250			49.09 — 65.41		50.28
Exercised		(240,200	)		14.77 — 42.31		32.28

December 31, 1999		403,600			$15.13 — $65.41	$	39.72
Granted		146,700			53.03		53.03
Exercised		(9,000	)		20.67 — 23.29		21.86
Cancelled		(18,667	)		49.09		49.09

December 31, 2000		522,633			$15.13 — $65.41	$	43.38
Granted		332,689			40.53 — 44.23		40.93
Exercised		(33,750	)		15.13 — 33.67		23.70
Cancelled		(4,000	)		53.03		53.03

December 31, 2001		817,572			$20.67 — $65.41	$	43.15

At December 31, 2001, there were 37,250 SAR’s outstanding with no stock options attached.

F-46

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The following table summarizes information concerning currently outstanding and exercisable options:



								Options Outstanding				Options Exercisable

Range						Number		Weighted		Weighted		Number		Weighted
of						Outstanding		Average		Average		Exercisable		Average
Exercise						at		Remaining		Exercise		at		Exercise
Price						12/31/01		Life		Price		12/31/01		Price

	$	20.67	—	$	26.21		65,250		2.58	$	23.52		65,250	$	23.52
		33.67	—		40.53		338,625		8.55		39.67		46,500		34.26
		41.19	—		49.09		255,997		7.03		45.99		212,358		45.46
		53.03	—		65.41		157,700		7.96		54.15		59,556		55.01

	$	20.67	—	$	65.41		817,572		7.48		43.15		383,664		41.85

The weighted average number of shares exercisable and the weighted average exercise prices were 284,919 shares at a price of $36.05 for December 31, 2000, and 240,350 shares at a price of $32.30 for December 31, 1999.

The Business also maintains a shareholder-approved Management Incentive Unit Award Plan. Under the plan, participating executives are awarded incentive units. When dividends are paid on Class A common shares, dividends are awarded to unit holders, one-half of which is paid in cash, the remaining half of which is credited to the participant’s account in the form of so-called Class A common share equivalents. The fair value of accumulated common share equivalents is paid in cash upon the participant’s retirement. The number of common share equivalents credited to participants’ accounts at December 31, 2001 and 2000 was approximately 37,000 shares.

Note 12 — Income Taxes

Earnings before income taxes for the years ended December 31, were taxed within the following jurisdictions:


	2001			2000		1999

United States	$	86,669		$	132,406	$	129,567
Non-U.S		(2,313	)		8,335		418

Total	$	84,356		$	140,741	$	129,985

The provision for income taxes was as follows:


		2001			2000			1999

Current tax expense:
	United States	$	26,475		$	41,894		$	51,641
	Non-U.S		6,438			6,366			4,849

	Total current		32,913			48,260			56,490

Deferred tax expense:
	United States		7,170			4,473			(1,386	)
	Non-U.S		(3,546	)		(2,069	)		(229	)

	Total deferred		3,624			2,404			(1,615	)

Total provision for income taxes		$	36,537		$	50,664		$	54,875

F-47

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The provision for income taxes differs from the amount of income taxes determined by applying the applicable U.S. statutory income tax rate to pretax income, as a result of the following differences:



		Percent of Pretax
		Income

		2001			2000			1999

Statutory U.S. rate			35.0	%		35.0	%		35.0	%
Increase (decrease) in rates resulting from:
	Effect of statutory rate change		—			—			1.2
	Non-U.S. operations		3.8			1.2			2.3
	Foreign sales corporation		(0.4	)		(2.9	)		(0.8	)
	State and local income taxes, net of U.S. tax		5.0			2.9			3.7
	Earning/loss of equity companies		1.4			0.2			(0.7	)
	Other		(1.5	)		(0.4	)		1.5

Effective tax rate			43.3	%		36.0	%		42.2	%

A summary of the deferred tax accounts at December 31, follows:


			2001			2000			1999

Current deferred assets and (liabilities):
	Differences between book and tax bases of inventories and receivables		$	6,832		$	7,581		$	7,814
	Differences between book and tax expense for other employee related benefits and allowances			13,964			17,242			14,635
	Other reserves and valuation allowances in excess of tax deductions			7,377			9,208			12,018
	Other differences between tax and financial statement values			(4,230	)		(567	)		(2,626	)

		Gross current deferred net tax assets		23,943			33,464			31,841

Noncurrent deferred tax assets and(liabilities):
	Postretirement and postemployment benefits other than pensions in excess of tax deductions			81,626			77,503			74,079
	Tax net operating loss carryforwards			8,258			5,272			17,183
	Tax depreciation/amortization in excess of book depreciation/amortization			(18,216	)		(18,044	)		(13,124	)
	Pension contributions in excess of book expense			(20,361	)		(17,665	)		(13,259	)

		Gross noncurrent deferred net tax assets and (liabilities)		51,307			47,066			64,879
		Less: deferred tax valuation allowances		(3,480	)		(1,356	)		(1,818	)

Total net deferred tax assets			$	71,770		$	79,174		$	94,902

Substantially all of the tax net operating loss carryforwards do not have an expiration date.

Note 13 — Postretirement Benefits Other than Pensions

The Business and IR affiliates sponsor several postretirement plans that cover most U.S. employees. These plans provide for health care benefits and in some instances, life insurance benefits. Postretirement health plans are contributory and are adjusted annually. Life insurance plans are non-contributory. When fulltime employees retire from the Business between age 55 and 65, most are eligible to receive, at a cost

F-48

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

to the retiree, certain health care benefits identical to those available to active employees. After attaining age 65, an eligible retiree’s health care benefit coverage becomes coordinated with Medicare. The Business funds the benefit costs principally on a pay-as-you-go basis.

Summary information on the Business’ plans at December 31, was as follows:


		2001			2000

Change in benefit obligations:
Benefit obligation at beginning of year		$	137,449		$	126,936
Service cost			2,353			2,504
Interest cost			10,422			9,304
Plan participants’ contributions			864			856
Actuarial losses			35,754			9,469
Benefits paid			(11,521	)		(11,620	)

Benefit obligation at end of year		$	175,321		$	137,449

Funded status:
Plan assets less than benefit obligations		$	(175,321	)	$	(137,449	)
Unrecognized:
	Prior service gains		(20,432	)		(22,474	)
	Plan net losses/(gains)		19,692			(16,240	)

Accrued costs in the balance sheet		$	(176,061	)	$	(176,163	)

Weighted-average assumptions:
Discount rate			7.25	%		7.75	%
Current year medical inflation			11.00	%		6.75	%
Ultimate inflation rate (2008)			5.25	%		5.25	%

The components of net periodic postretirement benefits cost for the years ended December 31, were as follows:


	2001			2000			1999

Service cost	$	2,353		$	2,504		$	2,770
Interest cost		10,422			9,304			9,005
Net amortization of unrecognized prior service (gains)		(2,042	)		(2,042	)		(2,042	)
Net amortization of (gain)/loss		(178	)		(1,001	)		—

Net periodic postretirement benefits cost	$	10,555		$	8,765		$	9,733

A 1% change in the medical trend rate assumed for postretirement benefits would have the following effects at December 31, 2001:


	1% Increase		1% Decrease

Effect on total of service and interest cost components	$	1,055	$	791
Effect on postretirement benefit obligation		14,652		11,332

F-49

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Note 14 — Pension Plans

An IR affiliate and the Business have noncontributory pension plans covering substantially all U.S. employees. In addition, certain employees in other countries are covered by pension plans. The Business’ U.S. salaried plans principally provide benefits based on a career average earnings formula. The Business’ hourly pension plans provide benefits under flat benefit formulas. Non-U.S. plans provide benefits based on earnings and years of service. Most of the non-U.S. plans require employee contributions based on the employee’s earnings. In addition, an IR affiliate maintains other supplemental benefit plans for officers and other key employees. The Business’ policy is to fund an amount, which could be in excess of the pension cost expensed, subject to the limitations imposed by current statutes or tax regulations.

Information regarding the Business’ pension plans at December 31, was as follows:


		2001			2000

Change in benefit obligations:
Benefit obligation at beginning of year		$	379,506		$	373,991
Service cost			6,205			6,584
Interest cost			27,148			26,044
Employee contributions			292			333
Amendments			1,120			—
Expenses paid			(640	)		(321	)
Actuarial losses			9,721			4,207
Benefits paid			(28,413	)		(25,902	)
Foreign exchange impact			(2,448	)		(6,080	)
Curtailments and other			665			650

Benefit obligation at end of year		$	393,156		$	379,506

Change in plan assets:
Fair value at beginning of year		$	434,908		$	448,471
Actual return on assets			7,778			17,403
Business contributions			2,048			592
Employee contributions			292			333
Expenses paid			(640	)		(321	)
Benefits paid			(28,413	)		(25,902	)
Foreign exchange impact			(1,416	)		(5,668	)

Fair value of assets at end of year		$	414,557		$	434,908

Funded status:
Plan assets in excess of benefit obligations		$	21,401		$	55,402
Unrecognized:
	Net transition asset		439			451
	Prior service costs		19,746			20,751
	Plan net gains		(7,468	)		(48,700	)

Net amount recognized		$	34,118		$	27,904

F-50

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)


	2001			2000

Costs included in the balance sheet:
Prepaid benefit cost	$	55,068		$	48,841
Accrued benefit liability		(23,398	)		(24,244	)
Intangible asset		1,181			1,089
Accumulated other comprehensive income		1,267			2,218

Net amount recognized	$	34,118		$	27,904

Weighted-average assumptions:
Domestic:
Discount rate		7.25	%		7.75	%
Rate of compensation increase		5.00	%		5.50	%
Expected return on plan assets		9.00	%		9.00	%

Foreign:
Discount rate		6.00	%		6.00	%
Rate of compensation increase		3.50	%		3.50	%
Expected return on plan assets		7.75	%		7.75	%

The components of the Business’ pension related income for the years ended December 31, include the following:


		2001			2000			1999

Service cost		$	6,205		$	6,584		$	7,826
Interest cost			27,148			26,044			25,260
Expected return on plan assets			(37,852	)		(38,574	)		(36,539	)
Net amortization of unrecognized:
	Prior service costs		2,070			2,083			1,571
	Transition amount		21			201			209
	Plan net gains		(1,354	)		(2,137	)		(212	)

Net pension income		$	(3,762	)	$	(5,799	)	$	(1,885	)

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with accumulated benefit obligations more than plan assets were $25,222, $22,434 and $0, respectively, as of December 31, 2001 and $27,319, $23,109 and $0, respectively, as of December 31, 2000.

Plan investment assets of U.S. plans are balanced between equity securities and cash equivalents or debt securities. Assets of non-U.S. plans are invested principally in equity securities.

Most of the Business’ U.S. employees are covered by savings and other defined contribution plans. Employer contributions and costs are determined based on criteria specific to the individual plans and amounted to approximately $7,307, $9,163 and $7,174 in 2001, 2000 and 1999, respectively. The Business’ costs relating to non-U.S. defined contribution plans, insured plans and other non-U.S. benefit plans were $789, $1,064 and $499 in 2001, 2000 and 1999, respectively.

F-51

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Note 15 — Supplemental Cash Flow Information


		2001		2000		1999

Cash paid during the year for:
	Interest, net of amounts capitalized	$	3,993	$	3,711	$	4,140

Interest expense includes $14,591, $13,608 and $19,065 of charges from IR affiliates in 2001, 2000 and 1999, respectively. The amounts shown as cash paid for interest include payments on third party borrowings only.

Note 16 — Significant Customers and Concentration of Credit Risk

The Business is exposed to potential credit risk by the fact that a significant portion of its sales are made to automotive Original Equipment Manufacturers and automotive suppliers. In particular, the Business has direct sales to three significant customers that accounted for the following amounts of total sales for the years ended December 31:


	2001		2000		1999

General Motors	$	179,249	$	195,187	$	241,447
Daimler Chrysler		106,190		107,990		115,358
Ford		79,443		95,448		149,284

Note 17 — Other Events

Reorganization: Certain legal entities of the operating business unit sold interests in investments in affiliates in return for Class B shares of its ultimate parent, Ingersoll-Rand Company Limited. This ownership interest has been shown as a reduction of the Ingersoll-Rand Company Limited investment in business equity.

U.S. Customs Antidumping Claims: Approximately $62 million has been received from the U.S. government by the Business, in connection with multi-year continued dumping and subsidy offset claims filed by the Business pursuant to the Continued Dumping and Subsidy Offset Act of 2000. Operating income in 2001 included a $25 million benefit from these payments. Additionally, $25 million was included in other income(expense), net, for the subsidy payments relating to prior years.

Change in Vacation Policy: The Business accrues for vacation and other paid absences as employees earn such benefits. Prior to December 31, 1999, domestic employees earned their entire vacation benefit each June 1st. In December 1999, the Business modified its vacation program to require that domestic employees earn their vacation benefit ratably throughout the fiscal year. As a result of this change in the vacation program, accrued vacation liabilities of approximately $4,300 were credited into income in 1999.

Note 18 — Subsequent Event (unaudited)

On October 16, 2002, IR announced that it had agreed to sell the Business to The Timken Company (Timken). The consideration will consist of $700 million in cash and $140 million of Timken common stock. The sale, which is subject to government regulatory approvals and debt and equity financing, is targeted to close by the end of the first quarter of 2003. The Business is comprised of IR’s worldwide operations relating to precision bearings and motion-control components and assemblies, and includes the Torrington, Fafnir, Kilian, Nadella and IRB brands. The Business, which had 2001 revenues of $1.1 billion, employs approximately 10,500 people and operates 27 plants throughout the world. The impact of this transaction is not reflected in these financial statements.

F-52

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

COMBINED BALANCE SHEET

September 30, 2002 and December 31, 2001


			2002			2001


			(In thousands)
			Unaudited
Assets
Current assets:
	Cash and cash equivalents		$	24,917		$	10,760
	Accounts and notes receivable, less allowance for doubtful accounts of $3,088 in 2002 and $2,094 in 2001			139,814			123,017
	Inventories			149,429			152,387
	Prepaid expenses			17,479			10,880
	Due from affiliates			94,960			94,863
	Deferred income taxes			24,211			23,943

				450,810			415,850
	Investments in and advances with partially owned equity companies			106,808			104,466
	Property, plant and equipment:
	Land, buildings and improvements			145,597			135,203
	Machinery and equipment			537,082			517,928

				682,679			653,131
	Less-accumulated depreciation			336,263			308,086

				346,416			345,045
Goodwill and other intangible assets, net				6,836			6,381
Deferred income taxes				92,155			86,404
Other assets				57,383			55,216

		Total assets	$	1,060,408		$	1,013,362

Liabilities and Business Equity
Current liabilities:
	Accounts payable and accruals		$	286,430		$	244,774
	Due to affiliates			118,890			131,877
	Loans			10,660			15,811

				415,980			392,462
Due to affiliates				198,700			198,700
Deferred income taxes				37,690			38,577
Long term debt				3,573			603
Other liabilities				202,269			212,432

		Total liabilities		858,212			842,774

Business equity:
	Ingersoll-Rand Company Limited investment			216,493			197,322
	Accumulated other comprehensive income			(14,297	)		(26,734	)

		Business equity		202,196			170,588

		Total liabilities and Business equity	$	1,060,408		$	1,013,362

See accompanying notes to combined financial statements.

F-53

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

COMBINED STATEMENT OF INCOME

For the nine months ended September 30, 2002 and 2001


		2002		2001


		(In thousands)
		(Unaudited)
Net sales, third parties		$	904,718	$	796,665
Sales to IR affiliates			7,718		8,233

	Total net sales		912,436		804,898
Cost of goods sold			766,099		672,628
Administrative, selling and service engineering expense			72,077		60,324
Restructuring charges			3,229		13,150
Allocated IR costs			16,286		16,123

	Operating income		54,745		42,673
Interest expense			12,999		13,452
Other income(expense), net			4,373		(4,224	)

	Earnings before income taxes		46,119		24,997
Provision for income taxes			18,118		10,824

	Net earnings	$	28,001	$	14,173

See accompanying notes to combined financial statements.

F-54

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

COMBINED STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2002 and 2001

Unaudited


		2002			2001


		(In thousands)
Cash Flows From Operating Activities:
Net earnings		$	28,001		$	14,173
Adjustments to arrive at net cash provided by operating activities:
Restructuring charges			3,229			13,150
Depreciation and amortization			36,948			32,316
Gain on sale of property, plant and equipment			(348	)		(363	)
Equity earnings/losses, net			(2,709	)		670
Deferred income taxes			(6,021	)		6,317
Changes in assets and liabilities:
(Increase)/decrease in:
	Accounts and notes receivable		(9,361	)		(28,005	)
	Inventories		10,479			(3,022	)
	Other assets		(6,661	)		(1,551	)
	(Decrease)/increase in:
	Accounts payable and accruals		36,500			14,428
	Other liabilities		(17,286	)		4,993

Net cash provided by operating activities			72,771			53,106

Cash flows from investing activities:
Capital expenditures			(31,170	)		(32,515	)
Proceeds from sales of property, plant and equipment			1,428			3,733
Cash (invested in) or advances (to) from equity companies			1,818			(620	)

Net cash used in investing activities			(27,924	)		(29,402	)

Cash flows from financing activities:
(Decrease)/increase in borrowings			(2,269	)		4,356
Changes in due to (from) IR affiliates			(19,543	)		(24,233	)
Change in IR investment			(8,829	)		(10,416	)

Net cash used in financing activities			(30,641	)		(30,293	)

Effect of exchange rate changes on cash and cash equivalents			(49	)		(649	)

Net increase/(decrease) in cash and cash equivalents			14,157			(7,238	)
Cash and cash equivalents — beginning of year			10,760			15,298

Cash and cash equivalents — end of period		$	24,917		$	8,060

See accompanying notes to combined financial statements.

F-55

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS

(All amounts in thousands)


Note 1 —	Business Activities and Basis of Presentation

The Ingersoll-Rand Engineered Solutions Business (the Business) is engaged in the design, manufacture, sale and service of precision bearing products and motion control components and assemblies. The Business’ principal products include needle and roller bearings and other precision components. Throughout the period, the Business was treated as an operating business unit of Ingersoll-Rand Company Limited (IR). Historically, separate financial statements had not been prepared for the Business. In the opinion of management, the accompanying condensed combined financial statements contain all adjustments (including normal recurring accruals) necessary to present fairly the combined unaudited financial position of the Business as of September 30, 2002 and December 31, 2001 and results of operations of the Business for nine months ended September 30, 2002 and 2001.

The Business is a wholly owned operating business unit of IR. The accompanying combined financial statements were prepared to show the historical operating results of the entities comprising the Business. The combined financial statements of the Business include the results of the bearing and precision components operations of the following entities, but exclude investments held by these entities in other IR affiliates that do not participate in engineered solutions operations:


Legal Entities		Country of Incorporation

The Torrington Company		United States
Torrington Holdings Inc.		United States
Kilian Manufacturing Corporation		United States
Torrington Inc.		Canada
Torrington Wuxi Bearings Company, Limited		China
Torrington France S.A.R.L.		France
Torrington GmbH		Germany
Torrington Nadellager GmbH		Germany
Industrias del Rodamiento, S.A.		Spain
Torrington Sales Limited		Switzerland
The Torrington Company, Limited		United Kingdom
Torrington Ceska Republika s.r.o.		Czech Republic
Nadella S.A.		France
Nadella Industries S.A.		France
Nadella UK Limited		United Kingdom
Nadella GmbH		Germany
Nadella S.A.		Switzerland
Nadella S.p.A.		Italy
Societe Belge de Roulements a Aigulles Nadella		Belgium


Operating business units of IR Entities	Country of Operations

Engineered Solutions Operating Business Unit of Ingersoll-Rand Canada Inc.		Canada
Engineered Solutions Operating Business Unit of Ingersoll-Rand (Australia) Ltd.		Australia
Engineered Solutions Operating Business Unit of Ingersoll-Rand do Brasil Ltda.		Brazil
Engineered Solutions Operating Business Unit of Ingersoll-Rand Machinery (Shanghai) Company Limited		China
Engineered Solutions Operating Business Unit of Ingersoll-Rand S.A. de C.V.		Mexico

F-56

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

(All amounts in thousands)

The combined financial statements include all revenues, costs, assets and liabilities directly attributable to the Business. Allocation of costs for facilities, functions and certain services performed by IR organizations for the Business, including environmental and other risk management, internal audit, transportation services, administration of benefit and insurance programs and certain tax, legal, accounting and treasury functions have been made. All of the allocations and estimates in the combined financial statements are based on assumptions that the management of the Business and IR believe are reasonable in the circumstances. The Business’ financial information included herein is not necessarily indicative of the financial position, results of operations and cash flows of the Business in the future or indicative of the results that would have been reported if the Business had operated as an unaffiliated enterprise for the periods presented.

The accompanying condensed combined financial statements should be read in conjunction with the combined financial statements for the Ingersoll-Rand Engineered Solutions Business for the year ended December 31, 2001.


Note 2 —	Restructuring

For the nine months ended September 30, 2002 and 2001, the Business recorded restructuring charges totaling $3,229 and $13,150 for employee termination benefits in connection with a reduction in workforce. As of September 30, 2002, one manufacturing location was closed, and 1,172 employees were terminated, with an additional 274 employees expected to be terminated by December 31, 2002. The balance of the restructuring charges at December 31, 2001 was $19. During the nine months ended September 30, 2002, provision for restructuring was $3,229 and payments were $3,248. During the nine months ended September 30, 2002, the reduction in the restructuring liability was $3,248, which includes payments and amounts transferred to IR from which remaining obligations will be satisfied.


Note 3 —	Acquisition of Business

F-57

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

(All amounts in thousands)


Note 4 —	Inventories

Inventories are stated at cost, which is not in excess of market. Most U.S. manufactured inventories are valued on the last-in, first-out (LIFO) method. All other inventories are valued using the first-in, first-out (FIFO) method. The composition of inventories were as follows:


		September 30,		December 31,
		2002		2001

Raw materials and supplies		$	43,799	$	35,631
Work-in-process			50,487		50,594
Finished goods			110,608		123,041

			204,894		209,266
Less — LIFO reserve			55,465		56,879

	Total	$	149,429	$	152,387

There were no liquidations of LIFO layers for the periods presented.


Note 5 —	Goodwill and Other Intangible Assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standard (SFAS) No. 142, “Goodwill and Other Intangible Assets”. Under the provisions of this standard, goodwill and intangible assets deemed to have indefinite lives are no longer subject to amortization, but rather are tested for impairment at least annually. All other intangible assets are to be amortized over their estimated useful lives. Step one of the impairment testing required under SFAS No. 142 was completed by June 30, 2002. Under step one of the impairment test, the Business was identified as a reporting unit in accordance with the guidance of SFAS No. 142 and SFAS No. 131. The January 1, 2002 carrying value of the reporting unit was then compared to the fair value of the reporting unit. Fair value was computed by utilizing a discounted cash flow model. The fair value of the Business exceeded its carrying value.

The change in the carrying amount of goodwill from $4,161 to $4,614 for the nine months ended September 30, 2002 is due to translation adjustments.

The following table sets forth the gross amount and accumulated amortization of the Business’ intangible assets:



		September 30, 2002				December 31, 2001

		Gross		Accumulated		Gross		Accumulated
		Amount		Amortization		Amount		Amortization

Land Use Right		$	803	$	101	$	803	$	90
Other			649		310		605		279
Pension			1,181		—		1,181		—

	Total	$	2,633	$	411	$	2,589	$	369

Intangible asset amortization expense for the nine months ended 2002 was $121. Estimated intangible asset amortization expense for each of the next five fiscal years is expected to be $126 in 2003, $65 in 2004, $14 in 2005, $14 in 2006, and $14 in 2007.

F-58

INGERSOLL-RAND ENGINEERED SOLUTIONS BUSINESS

(An Operating Business Unit of Ingersoll-Rand Company Limited)

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

(All amounts in thousands)


Note 6 —	Comprehensive Income

The components of comprehensive income for the nine months ended September 30, are as follows:


		2002		2001

Net earnings		$	28,001	$	14,173
Other comprehensive income (loss):
	Foreign currency translation adjustment		12,437		(10,207	)

Comprehensive income (loss)		$	40,438	$	3,966


Note 7 —	Subsequent Event

F-59

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated February 6, 2003

PROSPECTUS

$900,000,000

[TIMKEN LOGO]

The Timken Company

Common Stock

Preferred Stock

Debt Securities

Warrants

Depositary Shares

Stock Purchase Contracts

Stock Purchase or Equity Units

We may offer common stock, preferred stock, debt securities, warrants, depositary shares, stock purchase contracts and stock purchase or equity units with this prospectus and one or more supplements to this prospectus. You should read this prospectus and the related prospectus supplement carefully before you invest in our securities. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities we will provide a prospectus supplement that will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. This prospectus may not be used to offer and sell our securities unless accompanied by a prospectus supplement describing the method and terms of the offering of those offered securities. We may sell any combination of these securities in one or more offerings, up to a total dollar amount of $900,000,000 or the equivalent amount denominated in one or more foreign currencies.

We may sell the securities directly or to or through underwriters or dealers, and also to other purchasers or through agents or a combination of these methods. To the extent not described in this prospectus, the names of any underwriters or agents that are included in a sale of securities to you, and any applicable commissions or discounts, will be stated in an accompanying prospectus supplement.

Our common stock is listed on the New York Stock Exchange under the symbol “TKR.” As of the date of this prospectus, none of the other securities that we may offer by this prospectus are listed on any national securities exchange or automated quotation system.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2003.

TABLE OF CONTENTS


About This Prospectus			2
Where You Can Find More Information			3
Note Regarding Forward-Looking Statements			4
The Timken Company			5
Use of Proceeds			6
Ratio of Earnings To Fixed Charges			7
Dividend Policy			8
Description of Our Capital Stock			9
Description of the Debt Securities			12
Description of Warrants			19
Description of Depositary Shares			21
Description of Stock Purchase Contracts and Stock Purchase or Equity Units			24
Plan of Distribution			25
Legal Matters			27
Experts			27

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a shelf registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $900,000,000 or the equivalent amount denominated in one or more foreign currencies.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering, including a description of the risks relating to the offering, if those terms are not described in this prospectus. If we use a prospectus supplement, it may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any accompanying prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” before investing in any of the securities offered.

We have not authorized anyone to provide you with any information other than the information contained, incorporated or deemed incorporated in this prospectus or any prospectus supplement. This document may only be used where it is legal to sell the securities.

As used in this prospectus, except as otherwise specified, all references to “Timken,” “we,” “us,” “our” and similar references are to The Timken Company, an Ohio corporation, and its consolidated subsidiaries.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act and, in accordance with these requirements, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Reports, proxy statements and other information filed by us can be inspected at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Copies of these materials can also be obtained from the Public Reference Section of the SEC at the address mentioned above at prescribed rates.

The SEC also maintains a website that contains reports, proxy and information statements and other information regarding registrants like us that file electronically with the SEC. The address of the SEC’s website is http://www.sec.gov. Our common stock is listed on the New York Stock Exchange. Reports, proxy statements and other information concerning our business may also be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005. This information may also be obtained from us as described below.

The SEC allows us to “incorporate by reference” the information we file with them into this prospectus, which means that we can disclose important information to you by referring you to those documents and those documents will be considered part of this prospectus. Information that we file later with the SEC will automatically update and supercede the previously filed information. We incorporate by reference the documents listed below and any future filings that we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (Commission File No. 1-1169) (1) after the date of the filing of this registration statement and prior to its effectiveness and (2) until this offering has been completed.


	•	Our Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

	•	Those portions of our Annual Proxy Statement dated February 20, 2002 which are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

	•	Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002.

	•	Our Current Reports on Form 8-K filed with the SEC on January 22, 2002, February 19, 2002, February 22, 2002, March 20, 2002, April 8, 2002, April 15, 2002, April 16, 2002, May 20, 2002, June 17, 2002, July 17, 2002, July 19, 2002, August 7, 2002, August 15, 2002, September 23, 2002, October 16, 2002, October 17, 2002, October 18, 2002, November 19, 2002, December 24, 2002 and January 22, 2003.

	•	The description of our common stock contained in our registration statement filed under the Exchange Act and any amendments and reports filed for purposes of updating that description.

We will provide you at no charge, upon request, with a copy of these filings, or any or all of the documents incorporated into this prospectus by reference, other than exhibits to those documents unless the exhibits are specifically incorporated by reference into those documents or referred to in this prospectus. Requests should be directed to:

The Timken Company

1835 Dueber Avenue, S.W.

Canton, Ohio 44706-2798

Attention: Corporate Secretary

(330) 438-3000

NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements set forth or incorporated by reference in this prospectus (including our forecasts, beliefs and expectations) that are not historical in nature are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that actual results may differ materially from those expressed or implied in forward-looking statements made by us due to a variety of important factors, such as:



	•	Risks associated with the consummation of the acquisition of Ingersoll-Rand Company Limited’s Engineered Solutions business, which we refer to as the Torrington acquisition, including our ability to obtain financing for the acquisition and other closing risks, the uncertainties in both timing and amount, if any, of actual benefits that may be realized as a result of the integration of the Torrington business with our operations; risks associated with diversion of management’s attention from routine operations during the integration process; and risks associated with the higher level of debt associated with the acquisition.


	•	Changes in world economic conditions, including additional adverse effects from 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 we or our customers conduct business and significant changes in currency valuations.

	•	The effects of changes in customer demand on sales, product mix and prices in the industries in which we operate. This includes the effects of customer strikes, the impact of changes in industrial business cycles and whether conditions of fair trade continue in the U.S. market.

	•	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 our products are sold or distributed.

	•	Changes in operating costs. This includes the effect of changes in our manufacturing processes, changes in costs associated with varying levels of operations, changes resulting from inventory management and cost reduction initiatives and different levels of customer demands, the effects of unplanned work stoppages, changes in the cost of labor and benefits and the cost and availability of raw materials and energy.


	•	The success of our operating plans, including our ability to achieve the benefits from our global restructuring, strategic manufacturing initiative and administrative cost reduction initiatives as well as our ongoing continuous improvement and rationalization programs, our ability to integrate acquisitions into our operations, the ability of acquired companies to achieve satisfactory operating results, our ability to maintain appropriate relations with unions that represent our associates in certain locations in order to avoid disruptions of our business.


	•	Unanticipated litigation, claims or assessments. This includes, but is not limited to, claims or problems related to intellectual property, product warranty and environmental issues.

	•	Changes in worldwide financial markets, including interest rates, to the extent they (1) affect our ability to raise capital or increase our cost of funds, (2) have an impact on the overall performance of our pension fund investments or (3) cause changes in the economy which affect customer demand.

Additional risks relating to our business, the industries in which we operate or any securities we may offer and sell under this prospectus may be described from time to time in a prospectus supplement or in our filings with the SEC. All of these risk factors are difficult to predict, are subject to material uncertainties that may affect actual results and may be beyond our control.

Except as required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

THE TIMKEN COMPANY

We are a leading global manufacturer of highly engineered bearings, alloy and specialty steel and related components. We are the world’s largest manufacturer of tapered roller bearings and alloy seamless mechanical steel tubing and the largest North American based bearings manufacturer, and we employed approximately 18,000 people as of December 31, 2002.

Our steel products include steels of intermediate alloy, low alloy and carbon grades. We also make vacuum processed specialty steels. Our steel products are available in a wide range of solid and tubular sections with a variety of lengths and finishes. We sell our steel products, including semifinished and finished precision steel components, to other anti-friction bearing companies and to companies in the automotive, tooling, aerospace, forging, and oil and gas drilling industries, and to steel service centers. For the year ended December 31, 2001, approximately 15% of our steel production was consumed in our bearings operations.

The company was founded in 1899 by Henry Timken and his two sons in St. Louis, Missouri, as The Timken Roller Bearing Axle Company, after Henry received two patents for his invention of the tapered roller bearing. The company moved to Canton, Ohio and was incorporated in 1904 under the laws of the State of Ohio as The Timken Roller Bearing Company.

Our principal executive offices are located at 1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798. Our telephone number is 330-438-3000.

USE OF PROCEEDS

Unless we inform you otherwise in a prospectus supplement, we expect to use the net proceeds from the sale of securities for general corporate purposes. These may include, but are not limited to:


	•	acquisitions, including providing some or all of the cash consideration for the Torrington acquisition;

	•	reduction or refinancing of outstanding indebtedness or other corporate obligations;

	•	capital expenditures;

	•	working capital; or

	•	any other lawful purpose.

Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to reduce short-term indebtedness. If we intend to use the proceeds of any offering to repay outstanding debt, we will provide details about the debt that is being repaid in a prospectus supplement.

RATIO OF EARNINGS TO FIXED CHARGES

The following table shows our consolidated ratio of earnings to fixed charges for the six months ended September 30, 2002 and for each of the five most recent fiscal years:

Year Ended December 31,

Nine Months Ended

September 30, 2002

2001

2000

1999

1998

1997

Ratio of earnings to fixed charges

2.15

—

⁽¹⁾

2.96

3.85

6.30

10.92


⁽¹⁾	Earnings were inadequate to cover fixed charges for the twelve month period ended December 31, 2001. The coverage deficiency totaled $25,022,000 for that period.

For purposes of calculating the ratio of earnings to fixed charges, “earnings” consist of income or loss before income taxes, extraordinary items, cumulative effects of accounting charges, amortization of capitalized interest and fixed charges excluding capitalized interest. “Fixed charges” consist of interest, both expensed and capitalized, and an estimate of the interest within rental expense.

As of the date of this prospectus, we have no preferred stock outstanding. As a result, our ratio of earnings to combined fixed charges and preferred stock dividends would have been the same as our ratio of earnings to fixed charges for the periods presented.

DIVIDEND POLICY

We pay dividends on shares of our common stock generally in March, June, September and December of each year. We have paid dividends on shares of our common stock every quarter since our initial public offering in 1922. During each quarter in 2000 and the first, second and third quarters of 2001, we paid a quarterly cash dividend on our common stock of $0.18 per share. During the fourth quarter of 2001 and each quarter in 2002, we paid a cash dividend of $0.13 per share. We expect to pay on March 4, 2003 a cash dividend of $0.13 per share to holders of record of our common stock as of the close of business on February 14, 2003. However, we cannot assure you that we will continue to pay dividends in any future quarters.

Our board of directors considers the payment of dividends based upon the earnings and financial condition of the company, as well as other relevant considerations.

DESCRIPTION OF OUR CAPITAL STOCK

As of the date of this prospectus, our authorized capital stock consists of 200,000,000 shares of common stock, without par value, 10,000,000 shares of Class I Serial Preferred Stock, without par value, and 10,000,000 shares of Class II Serial Preferred Stock, without par value. At December 31, 2002, 63,411,842 shares of common stock and no shares of preferred stock were issued and outstanding.

Common Stock

Subject to the restrictions described below, the holders of our common stock are entitled to receive dividends from funds legally available when, as and if declared by our board of directors, and are entitled upon our liquidation, dissolution or winding up to receive pro rata our net assets after satisfaction in full of the prior rights of our creditors and holders of any preferred stock.

Except as otherwise provided by law or stated below, the holders of our common stock are entitled to one vote for each share held on all matters as to which shareholders are entitled to vote, voting jointly as a single class with the holders of Class II Serial Preferred Stock.

Effective July 24, 1986, Ohio law was amended to permit the Articles of Incorporation of an Ohio corporation to be amended by its shareholders to eliminate cumulative voting in the election of directors. On April 21, 1987, the shareholders of Timken adopted such an amendment. As a result, no holder of any shares of our common stock has any right to cumulate voting power in any election of directors.

The holders of our common stock do not have any preferential, subscriptive or preemptive rights to subscribe to or purchase any new or additional issue of shares of any class of stock or of securities convertible into our stock. Our common stock is not subject to redemption and does not have any conversion rights. All of our issued and outstanding common stock is fully paid and non-assessable.

Preferred Stock

Our preferred stock is divided into two classes, Class I Serial Preferred Stock and Class II Serial Preferred Stock. Holders of the Class I Serial Preferred have preference rights superior to both the holders of Class II Serial Preferred and shares of common stock. The Class II Serial Preferred holders have preference rights superior to the holders of common stock. The following description of our preferred stock applies to both classes, unless otherwise specified.

Our preferred stock may be issued from time to time in one or more series with such distinctive serial designations as are fixed by our Board of Directors and with such rights, preferences and limitations as are fixed by the Board of Directors or required by law. Satisfaction of dividend preferences of any outstanding preferred stock would reduce the amount of funds available for the payment of dividends on our common stock. In addition, holders of preferred stock would be entitled to receive a preferential payment before any payment is made to holders of common stock in the event of our voluntary or involuntary liquidation, dissolution or winding up. Additionally, with respect to any dividend or dissolution preferences, holders of Class I Serial Preferred Stock will receive preferential payment over holders of Class II Serial Preferred Stock.

Subject to the exceptions listed below, the holders of Class I Serial Preferred Stock are not entitled, as such, to notice of meetings of shareholders or to vote upon any matter presented to the shareholders. However, the affirmative vote of the holders of at least two-thirds of the holders of Class I Serial Preferred Stock, voting separately as a class, and in certain cases by series, is required to effect or validate any amendment to our Amended Articles of Incorporation which:


	•	changes issued shares of Class I Serial Preferred Stock of all series then outstanding into a lesser number of our shares of the same class and series or into the same or a different number of our shares of any other class or series;

	•	changes the express terms of the Class I Serial Preferred Stock in any manner substantially prejudicial to the holders of all series thereof then outstanding;


	•	authorizes shares of any class, or any security convertible into shares of any class, or authorizes the conversion of any security into shares of any class, ranking prior to the Class I Serial Preferred Stock; or

	•	changes the express terms of issued shares of any class ranking prior to the Class I Serial Preferred Stock in any manner substantially prejudicial to the holders of all series of Class I Serial Preferred Stock then outstanding.

In addition, if the payment of six quarterly dividends, whether or not consecutive, is in default, holders of Class I Serial Preferred Stock, voting separately as a class, are entitled to elect two additional members to our Board of Directors. When all dividends in default on any Class I Serial Preferred Stock have been paid, the holders’ power to elect the two additional directors at subsequent elections of directors becomes null and void until a new default occurs. The holders of Class I Serial Preferred Stock do not have cumulative voting rights or any preferential, subscriptive or preemptive rights to subscribe to or purchase any new or additional issue of shares of any class of stock or securities convertible into our stock.

If the shares of any series of either class of preferred stock are convertible into shares of any other class or series of our stock, our stated capital, if any, will be modified accordingly to reflect such conversion.

Anti-takeover Provisions in Amended Regulations

Pursuant to our Amended Regulations, the Board of Directors is divided, with respect to the terms for which the directors severally hold office, into three classes as nearly equal in number as one-third of the total number of directors constituting the whole Board of Directors permits, with the three-year term of office of one class of directors expiring each year. Without the affirmative vote of not less than two-thirds of our total voting power, the total number of directors may not be changed to less than nine or greater than eighteen. In addition, our Amended Regulations provides that:


	•	directors may be removed, as permitted by statute, by the directors then in office or, upon the recommendation of two-thirds of the directors then in office, by the affirmative vote of the holders of not less than two-thirds of our voting power entitled to elect directors in place of those being removed; and

	•	the Board of Directors may fix the number of directors within a range of nine to eighteen directors, to the extent consistent with applicable law.

The provisions of our Amended Regulations may be amended at a meeting of the shareholders by (1) the affirmative vote of the shareholders of record entitling them to exercise a majority of the voting power on the proposal, if such proposal has been recommended by a two-thirds vote of the directors then in office as being in the best interests of The Timken Company and its shareholders, or (2) the affirmative vote, at a meeting, of the shareholders of record entitled to exercise two-thirds of the voting power on such proposal, or (3) the affirmative vote or approval of, and in a writing or writings signed by, all the shareholders who would be entitled to notice of a meeting of the shareholders held for that purpose.

Although these provisions are intended to encourage potential acquiring persons to negotiate with our Board of Directors and to provide for continuity and stability of management, these provisions may have an anti-takeover effect. By making it more time consuming for a substantial shareholder to gain control of the Board of Directors, these provisions may render more difficult, and may discourage, a proxy contest or the assumption of control of us or the removal of the incumbent Board of Directors.

Ohio Control Share Statute

Section 1701.831 of the General Corporation Law of the State of Ohio requires the prior authorization of the shareholders of certain corporations in order for any person to acquire, either directly or indirectly, shares of that corporation that would entitle the acquiring person to exercise or direct the exercise of 20% or more of the voting power of that corporation in the election of directors or to exceed

specified other percentages of voting power. In the event an acquiring person proposes to make such an acquisition, the person is required to deliver to the corporation a statement disclosing, among other things, the number of shares owned, directly or indirectly, by the person, the range of voting power that may result from the proposed acquisition and the identity of the acquiring person. Within 10 days after receipt of this statement, the corporation must call a special meeting of shareholders to vote on the proposed acquisition. The acquiring person may complete the proposed acquisition only if the acquisition is approved by the affirmative vote of the holders of at least a majority of the voting power of all shares entitled to vote in the election of directors represented at the meeting excluding the voting power of all “interested shares.” Interested shares include any shares held by the acquiring person and those held by officers and directors of the corporation. Section 1701.831 does not apply to a corporation if its articles of incorporation or code of regulations state that the statute does not apply to a corporation. Our Amended Articles of Incorporation and Amended Regulations do not contain a provision opting out of this statute.

Chapter 1704 of the General Corporation Law of the State of Ohio prohibits certain corporations from engaging in a “chapter 1704 transaction” with an “interested shareholder” for a period of three years after the date of the transaction in which the person became an interested shareholder, unless, among other things:


	•	the articles of incorporation expressly provide that the corporation is not subject to the statute (we have not made this election); or

	•	the board of directors of the corporation approves the chapter 1704 transaction or the acquisition of the shares before the date the shares were acquired.

After the three-year moratorium period, the corporation may not consummate a chapter 1704 transaction unless, among other things, it is approved by the affirmative vote of the holders of at least two-thirds of the voting power in the election of directors and the holders of a majority of the voting shares, excluding all shares beneficially owned by an interested shareholder or an affiliate or associate of an interested shareholder, or the shareholders receive certain minimum consideration for their shares. A Chapter 1704 transaction includes certain mergers, sales of assets, consolidations, combinations and majority share acquisitions involving an interested shareholder. An interested shareholder is defined to include, with limited exceptions, any person who, together with affiliates and associates, is the beneficial owner of a sufficient number of shares of the corporation to entitle the person, directly or indirectly, alone or with others, to exercise or direct the exercise of 10% or more of the voting power in the election of directors after taking into account all of the person’s beneficially owned shares that are not then outstanding. The application of Chapter 1704 and Section 1701.831 may have the effect of delaying, deferring or preventing our change of control involving our company.

Transfer Agent

The transfer agent and registrar for our common stock is National City Bank.

DESCRIPTION OF THE DEBT SECURITIES

The following description of the debt securities that we may offer, together with the additional information included in any prospectus supplement, provides a summary of the material terms and conditions of debt securities that we may issue, but it is not complete. For a complete description of the terms of the debt securities, please refer to the indenture between us and The Bank of New York, as trustee, under which the debt securities to be offered will be issued.

The form of indenture for the debt securities will be filed as an exhibit to the registration statement of which this prospectus forms a part. You should read the indenture for provisions that may be important to you. The terms of a particular series of debt securities will be set forth in a resolution of the Board of Directors, an officers’ certificate or a supplemental indenture and such terms will be described in a prospectus supplement. The prospectus supplement relating to a particular series of debt securities may or may not modify the general terms of the debt securities found in this prospectus. For a complete description of the terms of a particular series of debt securities, you should read both this prospectus and the prospectus supplement relating to that particular series.

The indenture will not limit the aggregate amount of debt securities that may be issued. The debt securities may be issued from time to time in more than one series and may be issued at a discount from their stated principal amount and in any currency designated by us.

Unless otherwise specified in the prospectus supplement, our debt securities will be general unsecured obligations. Any senior debt securities that we offer will rank equally with all of our other unsecured, unsubordinated obligations. Any subordinated debt securities that we issue will rank junior in right of payment to all of our senior indebtedness to the extent and in the manner set forth in the applicable prospectus supplement. In addition, our subsidiaries are separate and distinct legal entities and will have no obligation to pay any amounts due on the debt securities or to provide us with the funds to satisfy our payment obligations. As a result, any debt securities that we issue will be effectively subordinated to all existing and future indebtedness and other liabilities of our subsidiaries.

The applicable prospectus supplement accompanying this prospectus will describe the terms of the particular series of debt securities we are offering, including:


	•	the title of the debt securities;

	•	whether the debt securities are senior or subordinated debt securities;

	•	any limit on the aggregate principal amount of the debt securities;

	•	the price of the debt securities, expressed as a percentage of the principal amount;

	•	the date or dates on which the principal of, and any premium on, the debt securities will be payable, or the method for determining the date or dates;

	•	if the debt securities will bear interest, the interest rate or rates or the method by which the rate or rates will be determined;

	•	if the debt securities will bear interest, the date or dates from which any interest will accrue, the interest payment dates, the record dates for those interest payment dates and the basis upon which interest shall be calculated;

	•	the place or places where payments on the debt securities will be made and the debt securities may be surrendered for registration of transfer or exchange;

	•	if we will have the option to redeem all or any portion of the debt securities, the terms and conditions upon which we may redeem the debt securities;

	•	the terms and conditions of any sinking fund, repurchase right or other similar provisions obligating us or permitting a holder to require us to redeem or purchase all or any portion of the debt securities prior to final maturity;


	•	the currency or currencies in which the debt securities are denominated and payable, if other than U.S. dollars;

	•	whether the amount of any payments on the debt securities may be determined with reference to an index, formula or other method, and the manner in which such amounts are to be determined;

	•	any additions or changes to the events of default in the indenture;

	•	any additions or changes with respect to the other covenants in the indenture;

	•	the terms and conditions, if any, upon which the debt securities may be convertible into common stock, preferred stock, depositary shares or other securities;

	•	the inapplicability of the defeasance provisions to a series of debt securities issued under the indenture; and

	•	any other terms of the debt securities.

The prospectus supplement may also describe special federal income tax consequences of the debt securities, including any special U.S. federal income tax, accounting and other considerations applicable to original issue discount securities.

An original issue discount security is a debt security, including any zero-coupon debt security, which:


	•	is issued at a price lower than the amount payable upon its stated maturity; and

	•	provides that, upon redemption or acceleration of the maturity, an amount less than the amount payable upon the stated maturity will become due and payable.

In addition, the material U.S. federal income tax or other considerations applicable to any debt securities that are denominated in a currency or currency unit other than U.S. dollars will be described in the applicable prospectus supplement.

We will have the ability, in addition to the ability to issue debt securities with terms different from those of debt securities previously issued, without the consent of the holders, to reopen a previous issue of a series of debt securities and issue additional debt securities of that series in an aggregate principal amount determined by us, unless the reopening was restricted when the series was created. All debt securities issued as a series, including those issued pursuant to any reopening of a series, will vote together as a single class.

Conversion or Exchange Rights

The terms on which a series of notes may be convertible into or exchangeable for common stock or other of our securities will be described in a prospectus supplement. These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option, and may include provisions pursuant to which the number of shares of common stock or other of our securities to be received by the holders of such series of debt securities would be subject to adjustment.

Consolidation, Merger or Sale

Unless otherwise noted in the applicable prospectus supplement, the indenture will limit our ability to merge, consolidate, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of our assets, unless:


	•	any successor corporation is a corporation organized under the laws of the United States of America or any state thereof;

	•	the successor corporation expressly assumes all of our obligations under the applicable indenture and any debt securities issued under the indenture;


	•	there is no event of default immediately after giving effect to the merger, consolidation or sale; and

	•	certain other conditions are met.

Covenants

Under the indenture, we will agree to:


	•	maintain an office or agency as a place of payment;

	•	pay the principal and interest on the debt securities of any series;

	•	deposit sufficient funds with any paying agent or trust, on and before the due date for any principal, interest or premium;

	•	certain limitations with respect to the incurrence of liens; and

	•	certain limitations with respect to sale-leaseback transactions that we may enter into.

Any additional restrictive covenants applicable to any particular series of debt securities will be described in a prospectus supplement.

Events of Default Under the Indenture

Unless otherwise indicated in a prospectus supplement, the following will be events of default under the indenture with respect to any series of debt securities issued:


	•	failure to pay interest when due, if the failure continues for 30 days;

	•	failure to pay the principal or premium, if any, when due;

	•	failure to observe or perform any other covenant contained in the applicable series of debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, if the failure continues for 90 days after we receive notice from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series;

	•	failure to make payment of any sinking fund installment, if the failure continues for 30 days; and

	•	certain events of bankruptcy, insolvency or reorganization of The Timken Company, but not of our subsidiaries.

A particular series of debt securities may include additional events of default or changes to the events of default described above. If any additional or different events of default apply to a particular series of debt securities, they will be described in the prospectus supplement relating to that series.

If an event of default with respect to debt securities (other than a bankruptcy default) of any series occurs and is continuing, the indenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice in writing to us, and to the indenture trustee if notice is given by those holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If a bankruptcy default occurs with respect to us, the principal of, premium, if any, and accrued interest on each series of debt securities issued under the indenture will become immediately due and payable without any declaration or other act of the trustee or the holders.

The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest.

Any waiver will be deemed to cure the default or event of default to which the waiver relates.

Subject to the terms of the indenture, if an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or

direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:


	•	it is not in conflict with any law or the indenture;

	•	the trustee may take any other action deemed proper by it which is not inconsistent with the direction; and

	•	subject to its duties under the Trust Indenture Act of 1939, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

A holder of debt securities of any series will only have the right to institute a proceeding under the indenture or to appoint a receiver or another trustee, or to seek other remedies, if:


	•	the holder has given written notice to the trustee of a continuing event of default with respect to that series;

	•	the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written request therefor, and the holders have offered indemnity reasonably satisfactory to the trustee to institute the proceedings as trustee; and

	•	the trustee does not institute the proceeding and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 60 days after the notice, request and offer.

These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal of, premium, if any, or interest on the debt securities.

Subordination of Subordinated Debt Securities

The payment of the principal of, premium, if any, and interest on any series of subordinated debt securities we may issue under the indenture will rank junior in right of payment to the prior payment in full of all senior indebtedness, as defined in the indenture, to the extent described in the prospectus supplement accompanying such series.

Defeasance and Covenant Defeasance

Unless the prospectus supplement describes otherwise, we will have two options to discharge our obligations under a series of debt securities before its maturity date. These options are known as “legal defeasance” and “covenant defeasance.” Legal defeasance means that we will be deemed to have paid the entire amount of the applicable series of debt securities and we will be released from all of our obligations relating to that series (except for certain obligations, such as registering transfers of the debt securities). Covenant defeasance means that as to the applicable series of debt securities, we will not have to comply with certain covenants as described in the indenture.

To elect either legal defeasance or covenant defeasance for any series of debt securities, we must deposit with the trustee an amount of money and/or U.S. government obligations that will be sufficient to pay principal of, and interest and any premium or sinking fund payments on, the debt securities when those amounts are scheduled to be paid. In addition, we must provide a legal opinion stating that as a result of the legal defeasance or covenant defeasance holders will not be required to recognize income, gain or loss for federal income tax purposes and will be subject to federal income tax on the same amounts, in the same manner and at the same times as if the legal defeasance or covenant defeasance had not occurred. For legal defeasance, that opinion must be based on either an Internal Revenue Service ruling or a change in law since the date of the indenture. We must also meet other conditions, such as there being

no events of default. The amount deposited with the trustee can be decreased at a later date if, in the opinion of a nationally recognized firm of independent public accountants, the deposits are greater than the amount then needed to pay principal of, and interest and any premium or sinking fund payments on, the debt securities when those amounts are scheduled to be paid.

Our obligations relating to the debt securities will be reinstated if the trustee is unable to pay the debt securities with the deposits held in trust, due to an order of any court or governmental authority. It is possible that a series of debt securities for which we elect covenant defeasance may later be declared immediately due in full because of an event of default (not relating to the covenants that were defeased). If that happens, we must pay the debt securities in full at that time using the deposits held in trust or other money.

Modification of Indenture; Waiver

We and the trustee may, without the consent of any holders, change the terms of the indenture with respect to certain matters, including:


	•	to cure any ambiguity, omission, defect or inconsistency in the indenture;

	•	to change any provision if the change does not materially adversely affect the interests of any holder of debt securities of the applicable series;

	•	to provide for the assumption, by a successor person or the acquiror of all or substantially all of our assets, of our obligations under the indenture and the debt securities issued under the indenture;

	•	to provide for conversion rights in certain events;

	•	to add any additional events of default;

	•	to add to our covenants for the benefit of holders of debt securities of any series or to surrender any right or power conferred upon us; and

	•	to comply with any requirement in connection with the qualification of an indenture under the Trust Indenture Act.

In addition, under the indenture, we may change the rights of holders of a series of debt securities and the indenture trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, the following changes may only be made with the consent of each holder of any outstanding debt securities affected:



	•	changing the stated maturity of the principal of, or any installment of interest on, any such series of debt securities;



	•	reducing the principal amount, reducing the rate of or extending the time of payment for interest, or reducing any premium payable upon the redemption of any debt securities;



	•	change the place or currency of payment of principal of, or premium, if any, or interest on, any debt securities; or



	•	impair a holder’s right to initiate suit for the enforcement of any payment on or with respect to any debt security.

In addition, any reduction in the percentage of principal amount of debt securities, the holders of which are required to consent to any amendment, modification or waiver under the indenture or a particular series of debt securities will require the affirmative consent of at least the percentage of debt securities which would originally have been required to make such consent, modification or waiver effective.

Form, Exchange and Transfer

Unless otherwise indicated in the applicable prospectus supplement, debt securities of each series will be issuable only in fully registered form without coupons and in denominations of $1,000 and integral multiples of $1,000. The indenture will provide that debt securities of a series may be issuable in temporary or permanent global form and may be issued as book-entry securities that will be deposited

with, or on behalf of, The Depository Trust Company or another depositary named by us and identified in a prospectus supplement with respect to the series.

The following provisions will apply to depositary arrangements. A global security to be deposited with or on behalf of a depositary will be registered in its name or the name of its nominee. The depositary will, upon deposit of the global security, credit the accounts of the institutions that have accounts with the depositary that have been designated by the underwriters, agents or us.

Beneficial interests in global securities will be limited to institutions that are depositary participants or persons that hold interests through them. Ownership and transfer of beneficial interests will be recorded in the books maintained by the depositary or its nominee. The laws of some jurisdictions require physical delivery of securities that might impair transfers of beneficial interests in a global security.

The depositary or its nominee registered as the owner of such global security will be treated by us as the sole owner for all purposes under the indenture and the particular series of debt securities. Unless the prospectus supplement provides otherwise, each owner of a beneficial interest must rely on the procedures of the depositary and participants in the depositary, if applicable, to exercise its rights as a holder of an interest in a global security.

We, the trustee, any paying agent and the registrar of debt securities will have no responsibility or liability for any aspect of the records relating to, or to record payments made on account of, beneficial ownership interests.

If the depositary for any debt securities represented by a global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, we will appoint an eligible successor depositary. If we fail to appoint an eligible successor depositary within 90 days, individual debt securities of that series will be issued in exchange for the global security. In addition, we may, at any time and in our sole discretion, determine not to have any debt securities of a series represented by one or more global securities. In that event, individual debt securities of that series will be issued in exchange for the global security representing that series of debt securities. Unless we so specify with respect to the debt securities of a series, an owner of a beneficial interest in a global security representing debt securities of that series may not receive individual debt securities of that series in exchange for its beneficial interests.

To the extent material and not otherwise described in this prospectus, the prospectus supplement will describe the method of payment of principal of, and interest and premium, if any, on, a global security. Payments of principal of, and premium and interest on, debt securities will be made to the registered depositary or its nominee.

At the option of the holder, subject to the terms of the indenture and any limitations applicable to global securities described in the applicable prospectus supplement, debt securities of any series will be exchangeable for other debt securities of the same series, of like tenor and aggregate principal amount, in any authorized denomination.

Subject to the terms of the indenture, and any limitations applicable to global securities described in the applicable prospectus supplement, debt securities duly endorsed or with the form of transfer endorsed thereon and duly executed if so required by us or the registrar, may be presented for exchange or for registration of transfer at the office of the registrar or at the office of any paying agent designated by us for that purpose. Unless otherwise provided in the debt securities to be transferred or exchanged, no service charge will be made for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. We have initially designated the trustee as registrar and paying agent, and any additional registrars or paying agents will be named in the applicable prospectus supplement. We may at any time designate additional paying agents or registrars, rescind the designation of any office or approve a change in the office through which any paying agent or registrar acts, except that we will be required to maintain a paying agent in each place of payment for the debt securities of each series, and a registrar in each place where the debt securities of each series may be presented for registration of transfer.

If the debt securities of any series are to be redeemed, we will not be required to:


	•	issue, register the transfer of or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of the debt securities that may be selected for redemption and ending at the close of business on the day of that mailing; or

	•	register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities being redeemed in part.

Regarding the Trustee

The trustee, other than when an event of default with respect to a particular series of debt securities has occurred and is continuing, will undertake to perform only such duties as are specifically set forth in the indenture and, upon an event of default with respect to a particular series of debt securities, will be required to use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur. The trustee is not required to spend or risk its own money or otherwise become financially liable while performing its duties unless it reasonably believes that it will be repaid or receive indemnity reasonably satisfactory to it.

Paying Agents and Payment

Unless otherwise indicated in the applicable prospectus supplement, the payment of interest on any debt securities on any interest payment date will be made to the person in whose name such debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the payment of such interest.

Principal of and premium, if any, and interest on the debt securities of a particular series will be payable at the office of the paying agents designated by us, except that unless otherwise indicated in the applicable prospectus supplement, premium, if any, and interest payments may be made by check mailed to the holder. Unless otherwise indicated in such prospectus supplement, the corporate trust office of the trustee in the City of New York will be designated as our sole paying agent for payments with respect to debt securities of each series. Any other paying agents initially designated by us for the debt securities of a particular series will be named in the applicable prospectus supplement. We will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.

All moneys paid by us to a paying agent or the trustee for the payment of the principal of, or premium, if any, or interest on any debt securities which remains unclaimed at the end of two years after the principal, premium, if any, or interest has become due and payable will be repaid to us, and after that time the holder of the security may look only to us for payment of those amounts.

Governing Law

The indenture and the debt securities will be governed by and construed in accordance with the laws of the State of New York.

DESCRIPTION OF WARRANTS

The following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants.

We may issue warrants for the purchase of our debt securities, preferred stock or common stock. Warrants may be issued independently or together with other securities and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. A copy of the warrant agreement will be filed with the SEC in connection with the offering of warrants.

The prospectus supplement relating to a particular issue of warrants to issue common stock, preferred stock or debt securities will describe the terms of those warrants, including the following:


	•	the title of the warrants;

	•	the offering price for the warrants, if any;

	•	the aggregate number of the warrants;

	•	the designation and terms of the common stock, preferred stock or debt securities that may be purchased upon exercise of the warrants;

	•	if applicable, the designation and terms of the securities that the warrants are issued with and the number of warrants issued with each security;

	•	if applicable, the date from and after which the warrants and any securities issued with them will be separately transferable;

	•	the number of shares of common stock, preferred stock or the principal amount of debt securities that may be purchased upon exercise of a warrant and the price at which the shares or debt securities may be purchased upon exercise;

	•	the dates on which the right to exercise the warrants will commence and expire;

	•	if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;

	•	the currency or currency units in which the offering price, if any, and the exercise price are payable;

	•	if applicable, a discussion of material U.S. federal income tax considerations;

	•	anti-dilution provisions of the warrants, if any;

	•	redemption or call provisions, if any, applicable to the warrants;

	•	any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants;

	•	with respect to debt securities only, whether the warrants represented by the warrant certificates or debt securities that may be issued upon exercise of the warrants will be issued in registered or bearer form;

	•	information relating to book-entry procedures, if any; and

	•	any other information that is important about the warrants.

Exercise of Warrants

Each warrant will entitle the holder of the warrant to purchase at the exercise price set forth in the applicable prospectus supplement the principal amount of debt securities or shares of common stock or preferred stock being offered. Holders may exercise warrants at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will be void. Holders may exercise warrants as set forth in the prospectus supplement relating to the warrants being offered.

Until a holder exercises the warrants to purchase our debt securities, common stock or preferred stock, the holder will not have any rights as a holder of our debt securities, common stock or preferred stock, as the case may be, by virtue of ownership of warrants.

Amendments and Supplements to Warrant Agreement

We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

DESCRIPTION OF DEPOSITARY SHARES

The following information outlines some of the provisions of the deposit agreement, the depositary shares and the depositary receipts. This information may not be complete in all respects and is qualified entirely by reference to the relevant deposit agreement and depositary receipts with respect to the depositary shares relating to any particular series of preferred stock. The specific terms of any series of depositary shares will be described in the relevant prospectus supplement. If so described in the prospectus supplement, the terms of that series of depositary shares may differ and supersede some or all of the terms presented below.

General

We may elect to offer fractional interests in shares of preferred stock instead of whole shares of preferred stock. If so, we will allow a depositary to issue depositary shares to the public, each of which will represent a fractional interest in a share of the relevant series of preferred stock, as described in the relevant prospectus supplement.

The shares of preferred stock underlying any depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company acting as depositary with respect to that series. The depositary will have its principal office in the United States and have a combined capital and surplus of at least $50,000,000. The relevant prospectus supplement relating to a series of depositary shares will provide the name and address of the depositary. Under the relevant deposit agreement, each owner of a depositary share will be entitled, in proportion to its fractional interest in a share of the preferred stock underlying that depositary share, to all the rights and preferences of that preferred stock, including dividend, voting, redemption, conversion, exchange and liquidation rights.

Depositary shares will be evidenced by one or more depositary receipts issued under the relevant deposit agreement.

Pending the preparation of definitive engraved depositary receipts, a depositary may, upon our order, issue temporary depositary receipts substantially identical to, and entitling their holders to all the rights pertaining to, the definitive depositary receipts, but not in definitive form. Definitive depositary receipts will be prepared without unreasonable delay, and the temporary depositary receipts will be exchangeable for definitive depositary receipts at our expense.

Dividends and Other Distributions

The depositary will distribute all cash dividends or other cash distributions in respect of the preferred stock to the record depositary shareholders based on the number of depositary shares owned by that holder on the relevant record date. The depositary will distribute only that amount which can be distributed without attributing to any depositary shareholders a fraction of one cent, and any balance not so distributed will be added to and treated as part of the next sum received by the depositary for distribution to the depositary shareholders of record.

If there is a distribution other than in cash, the depositary will distribute property to the depositary shareholders of record on a pro rata basis, unless the depositary determines that it is not feasible to make that distribution. In that case, the depositary may, with our consultation, adopt a method it deems equitable and practicable for making that distribution, including any sale of property and the distribution of the net proceeds from that sale to the concerned holders.

Each deposit agreement will also contain provisions relating to the manner in which any subscription or similar rights we offer to preferred stockholders of the relevant series will be made available to depositary shareholders.

Withdrawal of Stock

Upon surrender of depositary receipts at the depositary’s office, the holder of the relevant depositary shares will be entitled to the number of whole shares of the related series of preferred stock and any money or other property those depositary shares represent. Depositary shareholders will be entitled to receive whole shares of the related preferred stock series on the basis described in the relevant prospectus supplement, but holders of those whole preferred stock shares will not afterward be entitled to receive depositary shares in exchange for their shares. If the depositary receipts the holder delivers evidence a depositary share number exceeding the whole share number of the related preferred stock series to be withdrawn, the depositary will deliver to that holder a new depositary receipt evidencing the excess depositary share number.

Redemption; Liquidation

The terms on which the depositary shares relating to the preferred stock of any series may be redeemed, and any amounts distributable upon our liquidation, dissolution or winding up, will be described in the relevant prospectus supplement.

Conversion or Exchange

The depositary shares, as such, are not convertible or exchangeable into our common stock or any of our other securities or property. Nevertheless, the prospectus supplement relating to an offering of depositary shares may provide that the holders of depositary receipts may surrender their depositary receipts to the depositary with written instructions to the depositary to instruct us to cause the conversion or exchange of the preferred stock represented by these depositary shares. If only some of the depositary shares are to be converted or exchanged, a new depositary receipt or receipts will be issued for any depositary shares not converted or exchanged.

Voting

Upon receiving notice of any meeting at which preferred stockholders of any series of preferred stock underlying the depositary shares are entitled to vote, the depositary will mail the information contained in that notice to the depositary shareholders of record relating to that series of preferred stock. Each depositary shareholder on the record date (which will, if practicable, be the same as the record date for the preferred stock) will be entitled to instruct the depositary on how to vote the shares of preferred stock underlying that holder’s depositary shares. The depositary will vote the preferred stock shares underlying those depositary shares according to those instructions, and we will take actions we deem necessary to enable the depositary to do so. If the depositary does not receive specific instructions from the depositary shareholders relating to that series of preferred stock, it will abstain from voting those preferred stock shares, unless otherwise mentioned in the relevant prospectus supplement.

Amendment and Termination of Deposit Agreement

The depositary receipt form evidencing the depositary shares and the relevant deposit agreement may be amended by us and the depositary. However, any amendment that significantly and adversely affects the rights of the depositary shareholders will not be effective unless a majority of the outstanding depositary shareholders approve that amendment. We or the depositary may terminate a deposit agreement only if:


	•	we have redeemed or reacquired all outstanding depositary shares relating to the deposit agreement;

	•	all preferred stock of the relevant series has been withdrawn from the depositary account;


	•	there has been a final distribution in respect of the relevant series of preferred stock in connection with our liquidation, dissolution or winding up and that distribution has been made to the relevant depositary shareholders;

	•	all outstanding depository shares have been converted into or exchanged for other securities; or

	•	we have provided 60 days prior written notice to the shareholders that we have determined to terminate the deposit agreement.

Charges of Depositary

We will pay all charges of each depositary in connection with the initial deposit and any redemption of the depositary shares relating to the preferred stock. Depositary shareholders will be required to pay any other transfer and other taxes and governmental charges and any other charges expressly provided in the deposit agreement to be for their accounts.

Reports

The depositary will forward to all holders of depositary shares all reports and communications from us that we deliver to the depositary and that we are required to furnish to the holders of the underlying preferred stock.

Miscellaneous

Each depositary will forward to the relevant depositary shareholders all reports and communications that we are required to furnish to our preferred stockholders.

Neither any depositary nor we will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under any deposit agreement. The obligations of each depositary under any deposit agreement will be limited to performance in good faith of its duties under that agreement, and it will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless it is provided with satisfactory indemnity. The depositary may rely upon written advice of counsel or accountants, or information provided by persons presenting preferred stock for deposit, depositary shareholders or other persons believed to be competent, and on documents believed to be genuine.

Title

We, each depositary and any of their agents may treat the registered owner of any depositary share as the absolute owner of that share, whether or not any payment for that depositary share is overdue and despite any notice to the contrary, for any purpose.

Resignation and Removal of Depositary

A depositary may resign at any time by delivering to us notice of its election to resign, and we may remove a depositary, and resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of appointment.

DESCRIPTION OF STOCK PURCHASE CONTRACTS

AND STOCK PURCHASE OR EQUITY UNITS

We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to the holders, a specified number of shares of our common stock, or our preferred stock, at a future date or dates. The price per share of common stock or preferred stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a formula set forth in the stock purchase contracts. The stock purchase contracts may be issued separately or as part of stock purchase or equity units consisting of (1) a stock purchase contract and (2) debt securities, preferred securities or debt obligations of our company or third parties, including U.S. Treasury securities, securing the holders’ obligations to purchase our common stock or preferred stock under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase or equity units or vice versa, and such payments may be unsecured or prefunded on some basis. The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner. The prospectus supplement will describe the terms of any stock purchase contracts or stock purchase or equity units.

Unless otherwise specified in the prospectus supplement, the securities related to the stock purchase contracts will be pledged to a collateral agent, for our benefit, under a pledge agreement. The pledged securities will secure the obligations of the holders of stock purchase contracts to purchase shares of our common stock or our preferred stock under the related stock purchase contracts. The rights of holders of stock purchase contracts to the related pledged securities will be subject to our security interest in those pledged securities.

The security interest in the pledged securities will be created by a pledge agreement. No holder of stock purchase contracts will be permitted to withdraw the pledged securities related to such stock purchase contracts from the pledge arrangement except upon the termination or early settlement of the related stock purchase contracts. Subject to that security interest and the terms of the purchase contract agreement and the pledge agreement, each holder of a stock purchase contract will retain full beneficial ownership of the related pledged securities.

Except as described in the applicable prospectus supplement, the collateral agent will, upon receipt of distributions on the pledged securities, distribute those payments to us or a purchase contract agent, as provided in the pledge agreement. The purchase contract agent will in turn distribute payments it receives as provided in the stock purchase contract.

PLAN OF DISTRIBUTION

We may sell the offered securities in and outside the United States:


	•	through underwriters or dealers;

	•	directly to purchasers, including our affiliates and shareholders in a rights offering,

	•	through agents;

	•	by or through broker-dealers in connection with, or upon the termination or expiration of, equity derivative contracts between us or our affiliates and such broker-dealers or their affiliates; or

	•	through a combination of any of these methods.

The prospectus supplement will include the following information when not otherwise described in this prospectus.


	•	the terms of the offering,

	•	the names of any underwriters, dealers or agents;

	•	the name or names of any managing underwriter or underwriters;

	•	the purchase price or initial public offering price of the securities,

	•	the net proceeds from the sale of the securities;

	•	any underwriting discounts, commissions and other items constituting underwriters’ compensation;

	•	any discounts or concessions allowed or reallowed or paid to dealers; and

	•	any commissions paid to agents.

Sale through Underwriters or Dealers

If underwriters are used in the sale, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions on the New York Stock Exchange or in negotiated transactions or a combination of these methods, at a fixed public offering price, at market prices prevailing at the time of sale or at prices related to such market prices, at varying prices determined at the time of sale or at other negotiated prices. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriting syndicate is used, the managing underwriters will be specified on the cover of the prospectus supplement. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

During and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, the underwriters may discontinue these activities at any time.

Some or all of the securities that we offer though this prospectus may be new issues of securities with no established trading market. Any underwriters to whom we sell our securities for public offering and sale may make a market in those securities, but they will not be obligated to do so and they may discontinue

any market making at any time without notice. Accordingly, we cannot assure you of the liquidity of, or continued trading markets for, any securities that we offer.

If dealers are used in the sale of securities, we will sell the securities to them as principals. The dealers may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.

Direct Sales and Sales through Agents

We may sell the securities directly. In this case, no underwriters or agents would be involved. As one of the means of direct issuance of offered securities, we may utilize the services of an electronic auction system to conduct an electronic “Dutch auction” or similar offering of the offered securities among potential purchasers who are eligible to participate in the auction or offering of the offered securities, if so described in the applicable prospectus supplement.

We may also sell the securities through agents designated from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. In addition, dealers and agents named in a prospectus supplement may also be deemed to be underwriters within the meaning of the Securities Act. We will describe the terms of any sales of these securities in the prospectus supplement.

Remarketing Arrangements

Offered securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its compensation will be described in the applicable prospectus supplement.

General Information

Underwriters, dealers and agents may be entitled to indemnification by us against specific civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the underwriters or agents may be required to make in respect thereof, under underwriting or other agreements. The terms of any indemnification provisions will be set forth in a prospectus supplement. Certain underwriters, dealers or agents and their associates may engage in transactions with and perform services for us in the ordinary course of business.

Unless otherwise indicated in the applicable prospectus supplement, each series of securities will be a new issue of securities and will have no established trading market, other than the common stock which is listed on the New York Stock Exchange. Any common stock sold pursuant to a prospectus supplement will be eligible for listing and trading on the New York Stock Exchange, subject to official notice of issuance. The securities, other than the common stock, may or may not be listed on a national securities exchange or eligible for quotation and trading on any automated quotation system.

LEGAL MATTERS

Except as set forth in the applicable prospectus supplement, Jones Day will opine for us upon the validity of the securities offered hereby.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements and schedule at December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001, as set forth in their report. We have included our financial statements and schedule in this prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

The combined financial statements of Ingersoll-Rand Engineered Solutions Business (an operating business unit of Ingersoll-Rand Company Limited) as of December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

$ ,000,000

(TIMKEN LOGO)

The Timken Company

% Notes Due 20

PROSPECTUS SUPPLEMENT

Banc of America Securities LLC

Merrill Lynch & Co.

Morgan Stanley

Banc One Capital Markets, Inc.

HSBC

McDonald Investments Inc.

BNY Capital Markets, Inc.

Banca IMI

SG Cowen

SunTrust Robinson Humphrey

, 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is a list of the estimated expenses of the issuance and distribution of the securities being registered, other than any underwriting discounts or commissions, all of which are payable by The Timken Company (the “registrant,” “we” or “us”).


SEC registration fee		$	82,800
Legal fees and expenses			500,000
Accounting fees and expenses			250,000
Listing fees and expenses			44,275
Trustees’, registrant and transfer agents’, warrant agents and depositaries’ fees and expenses			5,000
Printing fees (including freight)			100,000
Blue Sky fees and expenses			5,000
Miscellaneous			12,925

	Total	$	1,000,000

All of the above items, except for the SEC registration fee, are estimates.

Item 15. Indemnification of Directors and Officers

Under Ohio law, Ohio corporations are authorized to indemnify directors, officers, employees and agents within prescribed limits and must indemnify them under certain circumstances. Ohio law does not provide statutory authorization for a corporation to indemnify directors, officers, employees and agents for settlements, fines or judgments in the context of derivative suits. However, it provides that directors (but not officers, employees and agents) are entitled to mandatory advancement of expenses, including attorneys’ fees, incurred in defending any action, including derivative actions, brought against the director, provided that the director agrees to cooperate with the corporation concerning the matter and to repay the amount advanced if it is proved by clear and convincing evidence that his act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard of the corporation’s best interests.

Ohio law does not authorize payment of judgments to a director, officer, employee or agent after a finding of negligence or misconduct in a derivative suit absent a court order. Indemnification is permitted, however, to the extent such person succeeds on the merits. In all other cases, if a director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, indemnification is discretionary except as otherwise provided by a corporation’s articles, code of regulations or by contract except with respect to the advancement of expenses of directors.

Under Ohio law, a director is not liable for monetary damages unless it is proved by clear and convincing evidence that his action or failure to act was undertaken with deliberate intent to cause injury to the corporation or with reckless disregard for the best interests of the corporation. There is, however, no comparable provision limiting the liability of officers, employees or agents of a corporation. The statutory right to indemnification is not exclusive in Ohio, and Ohio corporations may, among other things, procure insurance for such persons.

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Article IV of our Amended Regulations provides that we shall indemnify our directors, officers and employees, and may indemnify our agents, to the fullest extent permitted by law under various conditions and subject to various qualifications, and reads as follows:

SECTION 1. Indemnification

The Corporation shall indemnify, to the fullest extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise, provided, however, that the Corporation shall indemnify any such agent (as opposed to any Director, officer or employee) of the Corporation to an extent greater than that required by law only if and to the extent that the Directors may, in their discretion, so determine, and provided, further, that the Corporation shall not be required hereby to indemnify any person with respect to any action, suit or proceeding that was initiated by such person unless such action, suit or proceeding was initiated by such person to enforce any rights to indemnification arising hereunder and such person shall have been formally adjudged to be entitled to indemnity by reason hereof. The indemnification provided hereby shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, the Articles of Incorporation or any agreement, vote of shareholders of disinterested Directors or otherwise, both as to action in official capacities and as to action in another capacity while he is a Director, officer, employee or agent of the Corporation, and shall continue as to a person who has ceased to be a Director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 2. Insurance

The Corporation may, to the full extent then permitted by law, purchase and maintain insurance on behalf of any persons described in Section 1 of this Article IV against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability.

SECTION 3. Indemnification Agreements

The Corporation may, to the fullest extent then permitted by law, enter into indemnification agreements with any person described in Section 1 of this Article IV.”

We have entered into contracts with some of our directors and officers that indemnify them against many of the types of claims that may be made against them. We also maintain insurance coverage for the benefit of directors and officers with respect to many types of claims that may be made against them, some of which may be in addition to those described in our Amended Regulations.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibit


Exhibit
Number			Description of Document

	1.1	*	Form of underwriting agreement relating to the securities registered hereunder.
	4.1		Amended Articles of Incorporation of the registrant, incorporated by reference to Exhibit 4(a) to the registrant’s Form S-8, dated April 16, 1996 (File No. 333-02553).
	4.2		Amended Regulations of the registrant, incorporated by reference to the registrant’s Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-01169).
	4.3	***	Form of Indenture relating to debt securities.
	4.4	***	Form of % Notes due .
	4.5	*	Form of Warrant Agreement for equity securities.

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Exhibit
Number			Description of Document

	4.6	*	Form of Warrant Agreement for debt securities.
	4.7	*	Form of Warrant Certificate for equity securities (to be included in Exhibit 4.5).
	4.8	*	Form of Warrant Certificate for debt securities (to be included in Exhibit 4.6).
	4.9	*	Form of Deposit Agreement.
	4.1	0*	Form of Share Purchase Contract.
	5.1	**	Opinion of Jones Day.
	5.2	**	Opinion of Jones Day with respect to the common stock and senior unsecured notes.
	12.1	**	Computation of Ratio of Earnings to Fixed Charges.
	23.1	***	Consent of Ernst & Young LLP.
	23.2	**	Consent of Jones Day (contained in Exhibit 5.1).
	23.3	**	Consent of Jones Day (contained in Exhibit 5.2).
	23.4	***	Consent of PricewaterhouseCoopers LLP.
	24.1	**	Power of Attorney.
	25.1	**	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the trustee under the indenture relating to the debt securities.
	99.1	**	Schedule II—Valuation and qualifying accounts of The Timken Company and subsidiaries for the three years ended December 31, 2001.
	99.2	***	Consent of Joseph W. Ralston.


*	To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934 and incorporated herein by reference.

**	Previously filed.

***	Filed herewith.


	(b)	Financial Statement Schedules

The consolidated financial statement Schedule II—Valuation and qualifying accounts of The Timken Company and subsidiaries is for the three years ended December 31, 2001 filed as an exhibit to this Registration Statement. All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission (“SEC”) are not required under the related instructions or are inapplicable, and therefore have been omitted.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:


	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”),


	(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement, provided, however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in this Registration Statement.

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s manual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

5. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

6. That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

7. That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

8. To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement, or amendment thereto, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canton, the State of Ohio, on February 6, 2003.


	THE TIMKEN COMPANY


	By:	/s/ WILLIAM R. BURKHART



	Name: William R. Burkhart
	Title: Senior Vice President and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement, or amendment thereto, has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* James W. Griffith	President, Chief Executive Officer and Director (Principal Executive Officer)	February 6, 2003

* Glenn A. Eisenberg	Executive Vice President — Finance and Administration (Principal Financial and Accounting Officer)	February 6, 2003

* W.R. Timken Jr.	Director and Chairman	February 6, 2003

* Stanley C. Gault	Director	February 6, 2003

* John A. Luke, Jr.	Director	February 6, 2003

* Robert W. Mahoney	Director	February 6, 2003

* Jay A. Precourt	Director	February 6, 2003

* W.J. Timken, Jr.	Director	February 6, 2003

* John M. Timken, Jr.	Director	February 6, 2003

W.J. Timken	Director

II-5


Signature	Title	Date

* Joseph F. Toot, Jr.	Director	February 6, 2003

* Martin D. Walker	Director	February 6, 2003

* Jacqueline F. Woods	Director	February 6, 2003


*	The undersigned, pursuant to a Power of Attorney executed by each of the directors and officers identified above and filed with the SEC, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of each of the persons noted above, in the capacities indicated.


	By:	/s/ WILLIAM R. BURKHART



	Name: William R. Burkhart
	Attorney-in-Fact

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EXHIBIT INDEX


Exhibit
Number			Description of Document

	1	.1*	Form of underwriting agreement relating to the securities registered hereunder.
	4	.1	Amended Articles of Incorporation of the registrant, incorporated by reference to Exhibit 4(a) to the registrant’s Form S-8, dated April 16, 1996 (File No. 333-02553).
	4	.2	Amended Regulations of the registrant, incorporated by reference to the registrant’s Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-01169).
	4	.3***	Form of Indenture relating to debt securities.
	4	.4***	Form of % Notes due .
	4	.5*	Form of Warrant Agreement for equity securities.
	4	.6*	Form of Warrant Agreement for debt securities.
	4	.7*	Form of Warrant Certificate for equity securities (to be included in Exhibit 4.5).
	4	.8*	Form of Warrant Certificate for debt securities (to be included in Exhibit 4.6).
	4	.9*	Form of Deposit Agreement.
	4	.10*	Form of Share Purchase Contract.
	5	.1**	Opinion of Jones Day.
	5	.2**	Opinion of Jones Day with respect to the common stock and senior unsecured notes.
	12	.1**	Computation of Ratio of Earnings to Fixed Charges.
	23	.1***	Consent of Ernst & Young LLP.
	23	.2**	Consent of Jones Day (contained in Exhibit 5.1).
	23	.3**	Consent of Jones Day (contained in Exhibit 5.2).
	23	.4***	Consent of PricewaterhouseCoopers LLP.
	24	.1**	Power of Attorney.
	25	.1**	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the trustee under the indenture relating to the debt securities.
	99	.1**	Schedule II—Valuation and qualifying accounts of The Timken Company and subsidiaries for the three years ended December 31, 2001.
	99	.2***	Consent of Joseph W. Ralston.


	*	To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934 and incorporated herein by reference.


	**	Previously filed.


***	Filed herewith.