UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 14, 2011
The Timken Company
(Exact Name of Registrant as Specified in Charter)
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| Ohio
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1-1169
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34-0577130 |
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(State or Other
Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(330) 438-3000
N/A
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
In 2011, The Timken Company’s management will change how it measures the financial performance
of its segments. The primary measurement used by management to measure each segment will be EBIT
(earnings before interest and taxes, including the effect of impairment and restructuring,
manufacturing rationalization and integration charges, one-time gains or losses on disposal of
non-strategic assets, allocated receipts received or payments made under the Continued Dumping and
Subsidy Offset Act (CDSOA) and gains and losses on the dissolution of subsidiaries). The change in
2011 is primarily due to the completion of most of the Company’s previously-announced restructuring
initiatives.
Prior to 2011, the primary measurement used by management to measure the financial performance
of its segments was “adjusted EBIT” (earnings before interest and taxes, excluding the effect of
certain items that management considers not representative of ongoing operations such as impairment
and restructuring, manufacturing rationalization and integration charges, one-time gains or losses
on disposal of non-strategic assets, allocated receipts received or payments made under the CDSOA
and gains and losses on the dissolution of subsidiaries).
The Company will file its Form 10-K for the year ended December 31, 2010 reflecting segment
results using “adjusted EBIT” since this was the primary measurement used by management throughout
2010 to measure financial performance of each segment.
Attached in Exhibit 99.1 to this Current Report are the Company’s segment results for each
quarter of 2010 and for the years ended December 31, 2010, 2009 and 2008, depicting segment results
using EBIT, which includes special items.
This information shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of
that section, nor shall it be incorporated by reference into a filing under the Securities Act of
1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a
filing.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits:
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Exhibit |
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99.1
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The Timken Company 2010 quarterly segment financial results and
segment financial results for the years ended December 31, 2010,
2009 and 2008 depicting segment results using EBIT, which includes
special items. |
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