1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934For the Fiscal Year Ended Commission File Number 1-1169
December 31, 2000
THE TIMKEN COMPANY
______________________________________________________
(Exact name of registrant as specified in its charter) Ohio 34-0577130
________________________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
________________________________________ ___________________
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (330)438-3000
___________________Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
______________________________ _______________________
Common Stock without par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
___ ___Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X].
2
The aggregate market value of the voting stock held by all shareholders
other than shareholders identified under item 12 of this Form 10-K as of
February 16, 2001, was $794,442,208 (representing 49,313,607 shares).
Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of February 16, 2001.
Common Stock without par value--59,990,140 shares (representing a market
value of $966,441,155).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended
December 31, 2000, are incorporated by reference into Parts I and II.
Portions of the proxy statement for the annual meeting of shareholders to
be held on April 17, 2001, are incorporated by reference into parts III
and IV.
Exhibit Index may be found on Pages 19 through 23.
3
PART I
______
Item 1. Description of Business
________________________________
The statements set forth in this document that are not historical in nature
are forward-looking statements. The company cautions readers that actual
results may differ materially from those projected or implied in forward-
looking statements made by or on behalf of the company due to a variety of
important factors, such as:
a) changes in world economic conditions. This includes, but is not
limited to, the potential instability of governments and legal systems
in countries in which the company conducts business and significant
changes in currency valuations. b) the effects of changes in customer demand on sales, product mix and
prices. This includes the effects of customer strikes, the impact of
changes in industrial business cycles, whether conditions of fair
trade continue in the U.S. market,in light of the ITC voting in second
quarter 2000 to revoke the antidumping orders on imports of tapered
roller bearings from Japan, Romania and Hungary. c) competitive factors, including changes in market penetration, the
introduction of new products by existing and new competitors, and new
technology that may impact the way the company's products are sold or
distributed. d) changes in operating costs. This includes the effect of changes in
the company's 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. e) the success of the company's operating plans, including its ability to
achieve the benefits from its global restructuring as well as its
ongoing continuous improvement and rationalization programs; its
ability to integrate acquisitions into company operations; the ability
of recently acquired companies to achieve satisfactory operating
results; its ability to maintain appropriate relations with unions that
represent company associates in certain locations in order to avoid
disruptions of business and its ability to successfully implement its
new organizational structure. f) unanticipated litigation, claims or assessments. This includes, but
is not limited to, claims or problems related to product warranty and
environmental issues. g) changes in worldwide financial markets to the extent they (1) affect
the company's ability or costs to raise capital, (2) have an impact on
the overall performance of the company's pension fund investments and
(3) cause changes in the economy which affect customer demand.
4 General
_______
As used herein the term "Timken" or the "company" refers to The Timken
Company and its subsidiaries unless the context otherwise requires. Timken,
an outgrowth of a business originally founded in 1899, was incorporated
under the laws of Ohio in 1904.
Products
________
Timken's products are divided into two industry segments. The first
includes anti-friction bearings; the second industry segment is steel.
Anti-friction bearings constitute Timken's principal industry product.
Basically, the tapered roller bearing made by Timken is its principal
product in the anti-friction industry segment. It consists of four
components: (1) the cone or inner race, (2) the cup or outer race, (3)
the tapered rollers which roll between the cup and cone, and (4) the cage
which serves as a retainer and maintains proper spacing between the rollers.
These four components are manufactured or purchased and are sold in a wide
variety of configurations and sizes. Sensing devices are added to the basic
tapered roller bearing and sold for sport utility vehicle and light truck
applications.
Matching bearings to service requirements of customers' applications re-
quires engineering, and oftentimes sophisticated analytical techniques.
The design of every tapered roller bearing made by Timken permits
distribution of unit pressures over the full length of the roller. This
fact, coupled with its tapered design, high precision tolerance and pro-
prietary internal geometry and premium quality material, provides a bearing
with high load carrying capacity, excellent friction-reducing qualities and
long life.
Timken also produces super precision ball and roller bearings for use in
aerospace, medical/dental, computer disk drives and other industries having
high precision applications. These bearings are mostly produced at Timken
Aerospace & Super Precision Bearings, a subsidiary of the company. They
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 Timken Aerospace & Super Precision
Bearings' products are special 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.
Other bearing products manufactured by Timken include cylindrical,
spherical, straight and ball bearings for industrial customers. These
bearings feature non-tapered rolling elements. In addition, Timken produces
custom-designed products called SpexxTM performance Bearings. The product
line includes both tapered and cylindrical roller bearings and provides
cost-effective solutions for selective applications. The company produces
the Timken IsoClassTM brand of tapered roller bearings, which gives Timken
access to 95% of the demand for ISO tapered roller bearings, which are about
one half of today's total tapered roller bearing sales.
5 Products (cont.)
________________
In addition to bearing products, Timken provides bearing reconditioning
services for industrial and railroad customers, both globally and
domestically.
Steel products include steels of low and 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 produces custom-made steel products including precision
steel components for automotive and industrial customers. The development
of the precision steel components business has provided the company with
the opportunity to further expand its market for tubing and capture more
higher-value steel sales. This also enables the company's traditional
tubing customers in the automotive and bearing industries to take advantage
of higher-performing components that cost less than those they now use.
This activity is a growing portion of the Steel business.
Sales and Distribution
______________________
Timken's products in the bearing industry segment are sold principally by
its own sales organization. A major portion of the shipments are made
directly from Timken's warehouses located in a number of cities in the
United States, Canada, England, France, Mexico, Singapore, Argentina and
Australia. 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 company operates an Export Service Center in Atlanta, Georgia, which
specializes in the export of tapered roller bearings for the replacement
markets in the Caribbean, Central and South America and other regions.
Timken's tapered roller bearings and other bearing types are used in general
industry and in a wide variety of products including passenger cars, trucks,
railroad cars and locomotives, machine tools, rolling mills and farm and
construction equipment. Timken Aerospace & Super Precision Bearings' pro-
ducts, which are at the super precision end of the general ball and straight
roller bearing segment, are used in aircraft, missile guidance systems,
computer peripherals, and medical/dental instruments.
Consolidation of the European distribution operation was undertaken in 2000
to reduce logistics costs through greater distribution efficiencies.
However, operational issues resulted in the suspension of the project;
currently an intense review is in progress to re-evaluate the implemen-
tation. Relocation of the Haan, Germany, warehouse to France occurred
in 2000. Additional consolidation of warehousing and shipping facilities
has been delayed.
A significant portion of Timken's steel production is consumed in its
bearing operations. In addition, sales are made to other anti-friction
bearing companies and to the aircraft, automotive and truck,
6 Sales and Distribution (cont.)
______________________________
construction, forging, oil and gas drilling and tooling industries.
Sales are also made to steel service centers. Timken's steel products
are sold principally by its own sales organization. Most orders are
custom made to satisfy specific customer applications and are shipped
directly to customers from Timken's steel manufacturing plants.
Timken has a number of customers in the automotive industry, including
both manufacturers and suppliers. However, Timken feels that because of
the size of that industry, the diverse bearing applications, and the
fact that its business is spread among a number of customers, both
foreign and domestic, in original equipment manufacturing and
aftermarket distribution, its relationship with the automotive industry
is well diversified.
Timken has entered into individually negotiated contracts with some of
its customers in both the bearing 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 Timken. Contracts extending beyond one year that are not subject
to price adjustment provisions do not represent a material portion of
Timken's sales. Timken does not believe that there is any significant
loss of earnings risk associated with any given contract.
Industry Segments
_________________
The company has two reportable segments: Bearings and Steel. Segment
information in Note 12 of the Notes to Consolidated Financial
Statements and Information by Industry and Geographic Area on pages 36
and 37 of the Annual Report to Shareholders for the year ended
December 31, 2000, are incorporated herein by reference. Export sales
from the U.S. and Canada are not separately stated since such sales
amount to less than 10% of revenue. The company's Bearings business has
historically participated in the worldwide bearing markets while
Steel has concentrated on U.S. customers.
Timken's non-U.S. operations are subject to normal international
business risks not generally applicable to domestic business. These
risks include currency fluctuation, changes in tariff restrictions, and
restrictive regulations by foreign governments, including price and
exchange controls.
Both the anti-friction bearing business and the steel business are
extremely competitive. The principal competitive factors involved, both
in the United States and in foreign markets, include price, product
quality, service, delivery, order lead times and technological
innovation.
7 Competition
___________
Timken manufactures an anti-friction bearing known as the tapered roller
bearing. The tapered principle of bearings made by Timken permits ready
absorption of both radial and axial loads in combination. For this
reason, they are particularly well-adapted to reducing friction where
shafts, gears or wheels are used. Timken also produces super precision
ball and straight roller bearings at its Timken Aerospace & Super
Precision Bearings subsidiary. With recent acquisitions, the company has
selectively expanded its product line to include other bearing types.
However, since the invention of the tapered roller bearing by its founder,
Timken has maintained primary focus in its product and process technology
on the tapered roller bearing segment. This has been important to its
ability to remain one of the leaders in the world's bearing industry.
This contrasts with the majority of Timken's major competitors who focus
more heavily on other bearing types such as ball, straight roller,
spherical roller and needle for the general industrial and automotive
markets and are, therefore, less specialized in the tapered roller bearing
segment. Timken competes with domestic manufacturers and many foreign
manufacturers of anti-friction bearings.
The anti-friction bearing business is intensely competitive in every
country in which Timken sells products. With the collapse of the former
Soviet Union and the modernization of existing capacity in many
countries, there remain substantial downward pricing pressures in the
United States and other countries even during periods of significant
demand in the United States and other countries. Imports of tapered roller
bearings into the United States in 2000 were $250 million or approximately
16 percent of the domestic tapered roller bearing market. In addition,
Timken estimates the tapered roller bearings contained as components of
foreign automobiles and heavy equipment produced outside the United States
and imported into this country to be approximately $200 million in 2000.
In the second quarter of 2000, the U.S. International Trade Commission
(ITC) voted to revoke the industry's antidumping orders on imports of
tapered roller bearings from Japan, Romania and Hungary. The ITC deter-
mined that revocation of the antidumping 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. The ITC upheld the antidumping duty order against
China. The company has filed an appeal of the ITC's decision regarding
Japan. If, following the revocation of the orders and contrary to the
ITC's finding, injurious dumping from these countries continues or
recurs, the improved conditions of trade of tapered roller bearings in
the U.S., which resulted from the orders, could deteriorate. If injurious
dumping does occur, such dumping could have a material adverse effect on
the company's business, financial condition or results of operations. The
company would explore alternatives to remedy this material adverse effect
as the law provides for expedited investigations in cases where an order
was revoked as a result of this review.
The ITC separately extended the antidumping duty orders on ball bearings
from Germany, France, Japan and several other countries. These extended
8 Competition (cont.)
___________________
orders should continue to provide the company's Aerospace business with
fair competition for these products in the U.S.
Timken manufactures carbon and alloy seamless tubing, carbon and alloy
steel solid bars, tool steels and other custom-made specialty steel
products. Specialty steels are characterized by special chemistry,
tightly controlled melting and precise processing.
Maintaining high standards of product quality and reliability while
keeping production costs competitive is essential to Timken's ability to
compete with domestic and foreign manufacturers in both the anti-friction
bearing and steel businesses.
Backlog
_______
The backlog of orders of Timken's domestic and overseas operations is
estimated to have been $1.13 billion at December 31, 2000, and
$1.04 billion at December 31, 1999. Actual shipments are dependent upon
ever-changing production schedules of the customer. Accordingly, Timken
does not believe that its backlog data and comparisons thereof as of
different dates are reliable indicators of future sales or shipments.
Raw Materials
_____________
The principal raw materials used by Timken in its North American plants
to manufacture bearings are its own steel tubing and bars and purchased
strip steel. Outside North America the company purchases raw materials
from local sources with whom it has worked closely to assure steel
quality according to its demanding specifications. In addition, Timken
Desford Steel, in Leicester, England is a major source of raw materials
for many Timken plants in Europe.
The principal raw materials used by Timken in steel manufacturing are
scrap metal, nickel and other alloys. Timken believes that the
availability of raw materials and alloys are adequate for its needs,
and, in general, it is not dependent on any single source of supply.
In the second half of 2000, the company's steel plants in the U.S. were
impacted by higher energy costs, which was primarily attributed to higher
natural gas prices.
Research
________
Timken's major research center, located in Stark County, Ohio near its
worldwide headquarters, is engaged in research on bearings, steels,
manufacturing methods and related matters. Research facilities are also
located at the Timken Aerospace & Super Precision Bearings New Hampshire
plants, the Duston, England plant, the Latrobe, Pennsylvania plant and
9 Research (cont.)
________________
the facility in Bangelore, India. Expenditures for research, development
and testing amounted to approximately $52,000,000 in 2000, $50,000,000 in
1999, and $48,000,000 in 1998. The company's 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 application of existing products.
Environmental Matters
_____________________
The company continues to protect the environment and comply with
environmental protection laws. Additionally, it has invested in pollution
control equipment and updated plant operational practices. In 1999, the
company committed to becoming certified under the ISO 14001 environmental
management system within the next several years. The company believes it
has established adequate reserves to cover its environmental expenses and
has a well-established environmental compliance audit program, which in-
cludes a proactive approach to bringing its domestic and international
units to higher standards of environmental performance. This program
measures performance against local laws as well as to standards that have
been established for all units worldwide.
It is difficult to assess the possible effect of compliance with future
requirements that differ from existing ones. As previously reported,
the company is unsure of the future financial impact to the company that
could result from the United States Environmental Protection Agency's
(EPA's) final rules to tighten the National Ambient Air Quality Standards
for fine particulate and ozone.
The company and certain of its U.S. subsidiaries have been designated as
potentially responsible parties (PRP's) by the United States EPA for
site investigation and remediation at certain sites under the
Comprehensive Environmental Response, Compensation and Liability Act
(Superfund). 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.
Management believes any ultimate liability with respect to all pending
actions will not materially affect the company's operations, cash flows
or consolidated financial position.
Patents, Trademarks and Licenses
________________________________
Timken owns a number of United States and foreign patents, trademarks
and licenses relating to certain of its products. While Timken regards
these as items of importance, it does not deem its business as a whole,
or either industry segment, to be materially dependent upon any one
item or group of items.
10 Employment
__________
At December 31, 2000, Timken had 20,474 associates. Thirty-five percent
of Timken's U.S. associates are covered under collective bargaining
agreements. Three percent Timken's U.S. associates are covered under
collective bargaining agreements that expire within one year.
Executive Officers of the Registrant
____________________________________
The officers are elected by the Board of Directors normally for a term
of one year and until the election of their successors. All officers,
except for one, have been employed by Timken or by a subsidiary of the
company during the past five-year period. The Executive Officers of the
company as of February 16, 2001, are as follows:
Current Position and Previous
Name Age Positions During Last Five Years
___________________ ___ ____________________________________________
W. R. Timken, Jr. 62 1995 Chairman - Board of Directors;
1997 Chairman, President and Chief
Executive Officer; Director;
1999 Chairman and Chief Executive Officer;
Director; Officer since 1968. J. W. Griffith 47 1995 Vice President - Manufacturing -
Bearings - North America;
1996 Vice President - Bearings - North
American Automotive, Rail, Asia
Pacific and Latin America;
1998 Group Vice President - Bearings -
North American Automotive, Asia
Pacific and Latin America;
1999 President and Chief Operating Officer;
Officer since 1996. B. J. Bowling 59 1995 President - Latrobe Steel Company;
1996 Executive Vice President and President
- Steel;
1997 Executive Vice President, Chief
Operating Officer and President
- Steel; Officer since 1996. C. J. Andersson 39 1995 Manager of Global Sourcing and Asset
Management, Power Generation Manu-
facturing (General Electric Company);
1997 General Manager - Mexico Sourcing and
Business Development, GE International
Mexico (General Electric Company);
1999 General Manager - Aviation Information
Services, GE Aircraft Engines (General
Electric Company);
2000 Senior Vice President - e-Business; The
Timken Company, Officer since 2000.
11 Executive Officers of the Registrant (cont.)
____________________________________________
Current Position and Previous
Name Age Positions During Last Five Years
___________________ ___ ____________________________________________ M. C. Arnold 44 1995 General Manager - Asheboro Plant;
1996 Director - Manufacturing and Technology -
Europe, Africa and West Asia;
1997 Director - Bearing Business Process
Advancement;
1998 Vice President - Bearings - Business
Process Advancement;
2000 President - Industrial; Officer since
2000. S. B. Bailey 41 1995 Director - Finance;
1999 Director - Finance and Treasurer;
2000 Treasurer; Officer since 1999. W. R. Burkhart 35 1995 Attorney
1996 Corporate Attorney
1997 Legal Counsel - Europe, Africa and West
Asia;
1998 Director of Affiliations and Acquisitions
2000 Senior Vice President and General Counsel
Officer since 2000. V. K. Dasari 34 1995 Project Manager - Global Industrial
Segment Strategy;
1996 Director - Manufacturing and Technology -
Tata Timken Limited;
1998 Deputy Managing Director - Tata Timken
Limited;
1999 Managing Director - Tata Timken Limited;
2000 President - Rail; Officer since 2000. D. J. Demerling 50 1995 General Manager - Bucyrus Operations;
1996 Stanford Sloan Fellow;
1997 President - MPB Corporation;
2000 President - Aerospace and Super Precision;
Officer since 2000. J. T. Elsasser 48 1995 Managing Director - Bearings - Europe,
Africa and West Asia;
1996 Vice President - Bearings - Europe,
Africa and West Asia;
1998 Group Vice President - Bearings -
Rail, Europe, Africa and West Asia;
1999 Senior Vice President - Corporate
Development; Officer since 1996.
12
Executive Officers of the Registrant (cont.)
____________________________________________
Current Position and Previous
Name Age Positions During Last Five Years
___________________ ___ ____________________________________________ K. P. Kimmerling 43 1995 President - Canadian Timken Ltd.;
1996 Vice President - Manufacturing -
Steel;
1998 Group Vice President - Alloy Steel;
1999 President - Automotive; Officer since
1998. G. E. Little 57 1995 Vice President - Finance; Treasurer;
1998 Senior Vice President - Finance;
Treasurer;
1999 Senior Vice President - Finance; Officer
since 1990. S. J. Miraglia, Jr. 50 1995 Director - Manufacturing - Europe,
Africa and West Asia;
1996 Vice President - Bearings - North
American Industrial and Super
Precision;
1998 Group Vice President - Bearings -
North American Industrial and Super
Precision;
1999 Senior Vice President - Technology;
Officer since 1996. S. A. Perry 55 1995 Vice President - Human Resources and
Logistics;
1998 Senior Vice President - Human
Resources, Purchasing and
Communications; Officer since 1993. H. J. Sack 47 1995 Vice President - Manufacturing -
Steel;
1996 President - Latrobe Steel Company;
1998 Group Vice President - Specialty Steel
and President - Latrobe Steel
Company;
1999 Group Vice President - Specialty Steel
and President - Timken Latrobe Steel;
2000 President - Specialty Steel; Officer
since 1998. M. J. Samolczyk 45 1995 General Manager - Sales and Marketing -
Bearings - North America - Mobile
Industrial;
1995 General Manager - Sales and Marketing -
Bearings - North America - Industrial;
1996 Vice President - Sales and Marketing -
Industrial - Original Equipment;
1998 Vice President and General Manager -
Precision Steel Components;
2000 President - Precision Steel Components;
Officer since 2000.
13 Executive Officers of the Registrant (cont.)
____________________________________________
Current Position and Previous
Name Age Positions During Last Five Years
___________________ ___ ____________________________________________ S. A. Scherff 47 1995 Director - Legal Services and Assistant
Secretary;
1999 Corporate Secretary;
2000 Corporate Secretary and Assistant General
Counsel; Officer since 1999. W. J. Timken 58 1995 Vice President; Director; Officer
since 1992. W. J. Timken, Jr. 33 1995 Principal Strategic Management Analyst;
1995 Market Manager - Distribution;
1996 Market Manager - Original Equipment
Distribution - Europe, Africa and West
Asia
1998 Vice President - Latin America
2000 Corporate Vice President - Office of the
Chairman; Officer since 2000. 14
Item 2. Properties
___________________
Timken has bearing and steel manufacturing facilities at multiple
locations in the United States. Timken also has bearing and steel manu-
facturing facilities in a number of countries outside the United States.
The aggregate floor area of these facilities worldwide is approximately
14,377,000 square feet, all of which, except for approximately 468,000
square feet, is owned in fee. The facilities not owned in fee are leased.
The buildings occupied by Timken are principally of brick, steel, reinforced
concrete and concrete block construction. All buildings are in satisfactory
operating condition in which to conduct business.
Timken's bearing manufacturing facilities in the United States are
located in Ashland, Bucyrus, Canton, Columbus and New Philadelphia,
Ohio; Altavista, Virginia; Randleman and Iron Station, North
Carolina; Carlyle, Illinois; South Bend, Indiana; Gaffney, South
Carolina; Keene and Lebanon, New Hampshire; Winchester, Kentucky;
Knoxville, Tennessee; Lenexa, Kansas; North Little Rock, Arkansas;
Ogden, Utah and Orange, California. These facilities, including the
research facility in Canton, Ohio, and warehouses at plant locations,
have an aggregate floor area of approximately 4,882,000 square feet.
Timken's bearing manufacturing plants outside the United States are
located in Benoni, South Africa; Brescia, Italy; Colmar, France; Duston,
Northampton and Wolverhampton, England; Medemblik, The Netherlands;
Ploesti, Romania; Sao Paulo, Brazil; Singapore; Jamshedpur, India;
Sosnowiec, Poland; St. Thomas, Canada and Yantai, China. The
facilities, including warehouses at plant locations, have an aggregate
floor area of approximately 3,765,000 square feet.
Timken's steel manufacturing facilities in the United States are located
in Canton, Eaton, Wauseon and Wooster, Ohio; Columbus, North Carolina;
Franklin and Latrobe, Pennsylvania. These facilities have an aggregate
floor area of approximately 5,017,000 square feet.
Timken's steel manufacturing facility outside the United States is
located in Leicester, England. This facility has an aggregate floor
area of approximately 590,000 square feet. Timken also has a tool
steel finishing and distribution facility in Sheffield, England. This
facility has an aggregate floor area of approximately 124,000 square feet.
In the fourth quarter of 2000, the company agreed to sell the flat-ground
tool steel business of Timken Latrobe Steel - Europe in Sheffield, England
to a group of private investors. This sale was completed in late February,
2001. Of the total aggregate floor area of 124,000 square feet, approx-
imately 45,000 square feet was not included in the sale and is owned by the
company.
In addition to the manufacturing and distribution facilities discussed
above, Timken owns warehouses and steel distribution facilities in the
United States, Canada, England, France, Singapore, Germany, Mexico,
Argentina and Australia, and leases several relatively small warehouse
facilities in cities throughout the world. In 2000, the Haan, Germany
warehouse was relocated to France.
During the first half of 2000, plant utilization in the Bearings business'
plants continued at relatively stable levels. By midyear, North American
automotive demand started to decline and industrial business stagnated.
15
Properties (cont.)
__________________ Plant utilization declined in response to the changing economic conditions.
Utilization was curtailed even further as the Bearings business' took
actions to control inventory. Steel plant utilization decreased in the
second half of 2000 compared to the first half. This was primarily a
result of the reduction in orders from automotive, bearing and service
center customers.
In the first quarter of 2000, the company announced plans to refocus
bearing manufacturing in Duston, England, to specialize in products for the
automotive industry and shift manufacturing of other products to facilities
in Eastern Europe and the United States. A consolidation of European
distribution operations was also launched. However, operational issues
associated with this consolidation of distribution operations have resulted
in the suspension of the project. Currently, an intense review is in
progress to re-evaluate the implementation.
In the second quarter of 2000, operations of three rail bearing recondition-
ing facilities were consolidated into one new facility in Knoxville,
Tennessee. The closing of another rail bearing reconditioning facility in
Little Rock, Arkansas, was announced in December.
In January 2001, the company announced a buyout of its Chinese joint-venture
partner in Yantai Timken Company Limited. This transaction was completed at
the end of February 2001. Also in January, the company announced that it
had acquired the assets of Score International, Inc., a manufacturer of
dental handpiece repair tools located in Sanford, Florida. This leased
facility has an aggregate floor area of approximately 4,800 square feet.
Item 3. Legal Proceedings
__________________________
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
____________________________________________________________
No matters were submitted to a vote of security holders during the
fourth quarter ended December 31, 2000.
16
PART II
_______
Item 5. Market for Registrant's Common Equity and Related Stockholder
______________________________________________________________________
Matters
_______ The company's common stock is traded on the New York Stock Exchange
(TKR). The estimated number of record holders of the company's common
stock at December 31, 2000, was 8,366. The estimated number of
shareholders at December 31, 1999, was 42,661.
High and low stock prices and dividends for the last two years are
presented in the Quarterly Financial Data schedule on Page 1 of the
Annual Report to Shareholders for the year ended December 31, 2000, and
are incorporated herein by reference.
Item 6. Selected Financial Data
________________________________
The Summary of Operations and Other Comparative Data on Pages 40-41
of the Annual Report to Shareholders for the year ended December 31,
2000, is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
________________________________________________________________________
Results of Operations
_____________________ Management's Discussion and Analysis of Financial Condition and Results
of Operations on Pages 20-27 of the Annual Report to Shareholders for
the year ended December 31, 2000, is incorporated herein by reference.
Industrial market weakness reflecting less capital investment has negatively
impacted the North American manufacturing sector over the past few months.
Lower than expected demand from Industrial customers in 2001 has caused
lower operational levels. Earnings before income taxes (EBIT) is lower than
expected for the Industrial business due to lower volumes. North American
rail sales were projected to remain weak in 2001. However, sales in 2001
have been even lower than projected and have further impacted Bearings'
EBIT. The company continues to evaluate opportunities to rationalize
bearing operations around the world to reduce fixed costs and improve
operating efficiencies.
On December 31, 1998, certain countries that are members of the European
Union irrevocably fixed the conversion rates between their national
currencies and a common currency, the "Euro." The participating countries'
former national currencies will continue to exist as denominations of the
Euro until January 1, 2002. The company has been evaluating the business
implications of conversion to the Euro, including the need to adapt internal
systems to accommodate the various Euro-denominated transactions, the com-
petitive implications of cross-border pricing and other strategic issues.
The company established a Euro project team to manage the changes required
to conduct business operations in compliance with Euro-related regulations.
The company does not expect the conversion to the Euro to have a material
effect on its financial condition or results of operations.
17 Item 7. Management's Discussion and Analysis of Financial Condition and
________________________________________________________________________
Results of Operations (cont.)
_____________________________ In February 2001, the company announced that it has completed the previously
announced sale of the tool and die steel operations of Timken Latrobe
Steel - Europe.
The company announced in March, 2001 the opening of a bearing reconditioning
facility in Mexico City as part of its Timken de Mexico operations The
bearing service facility will remanufacture railroad bearigs used in
locomotives and freight cars.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
____________________________________________________________________
Information appearing under the caption "Management's Discussion and
Analysis of Other Information" appearing on page 27 of the Annual
Report to Shareholders for the year ended December 31, 2000, is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
____________________________________________________
The Quarterly Financial Data schedule included on Page 1, the
Consolidated Financial Statements of the registrant and its subsidiaries
on Pages 20-28, the Notes to Consolidated Financial Statements on Pages
29-38, and the Report of Independent Auditors on Page 39 of the Annual
Report to Shareholders for the year ended December 31, 2000, are
incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
____________________________________________________________________
and Financial Disclosure
________________________ Not applicable.
18
PART III
________
Item 10. Directors and Executive Officers of the Registrant
____________________________________________________________
Required information is set forth under the caption "Election of
Directors" on Pages 4-7 of the proxy statement issued in connection with
the annual meeting of shareholders to be held April 17, 2001, and is
incorporated herein by reference. Information regarding the executive
officers of the registrant is included in Part I hereof.
Item 11. Executive Compensation
________________________________
Required information is set forth under the caption "Executive
Compensation" on Pages 10-21 of the proxy statement issued in connection
with the annual meeting of shareholders to be held April 17, 2001, and
is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
________________________________________________________________________
Required information regarding Security Ownership of Certain Beneficial
Owners and Management, including institutional investors owning more
than 5% of the company's Common Stock, is set forth under the caption
"Beneficial Ownership of Common Stock" on Pages 8-9 of the proxy
statement issued in connection with the annual meeting of shareholders
to be held April 17, 2001, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
________________________________________________________
Required information is set forth under the caption "Election of
Directors" on Pages 4-7 of the proxy statement issued in connection with
the annual meeting of shareholders to be held April 17, 2001, and is
incorporated herein by reference.
19
PART IV
_______
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
___________________________________________________________________________
(a)(1) and (2) - The response to this portion of Item 14 is submitted
as a separate section of this report. (3) Listing of Exhibits
Exhibit
_______ (3)(i) Amended Articles of Incorporation of The Timken Company
(Effective April 16, 1996) were filed with Form S-8
dated April 16, 1996 and are incorporated herein by
reference. (3)(ii) Amended Regulations of The Timken Company effective
April 21, 1987, were filed with Form 10-K for the
period ended December 31, 1992, and are incorporated
herein by reference. (4) Credit Agreement dated as of July 10, 1998 among The
Timken Company, as Borrower, Various Financial
Institutions, as Banks, and Keybank National
Association, as Agent was filed with Form 10-Q for the
period ended June 30, 1998, and is incorporated herein by
reference. (4.1) Indenture dated as of April 24, 1998, between The Timken
Company and The Bank of New York, which was filed with
Timken's Form S-3 registration statement which became
effective April 24, 1998, and is incorporated herein by
reference. (4.2) Indenture dated as of July 1, 1990, between Timken and
Ameritrust Company of New York, which was filed with
Timken's Form S-3 registration statement dated July 12,
1990, and is incorporated herein by reference. (4.3) First Supplemental Indenture, dated as of July 24,
1996, by and between The Timken Company and Mellon
Bank, N.A. was filed with Form 10-Q for the period
ended September 30, 1996, and is incorporated herein by
reference. (4.4) The company is also a party to agreements with respect
to other long-term debt in total amount less than 10%
of the registrant's consolidated total assets. The
registrant agrees to furnish a copy of such agreements
upon request.
20
Listing of Exhibits (cont.)
___________________________ Management Contracts and Compensation Plans
___________________________________________ (10) The Management Performance Plan of The Timken Company
for Officers and Certain Management Personnel. (10.1) The form of Deferred Compensation Agreement entered
into with James W. Griffith, W. R. Timken, Jr., R. L.
Leibensperger and B. J. Bowling was filed with Form
10-Q for the period ended September 30, 1995, and is
incorporated herein by reference. (10.2) The Timken Company 1996 Deferred Compensation Plan for
officers and other key employees, amended and restated as
of April 20, 1999 was filed with Form 10-Q for the period
ended March 31, 1999, and is incorporated herein by
reference. (10.3) The Timken Company Long-Term Incentive Plan As Amended And
Restated As Of December 16, 1999, and approved by share-
holders April 18, 2000 was filed as Appendix A to Proxy
Statement dated February 23, 2000, and is incorporated
herein by reference. (10.4) The 1985 Incentive Plan of The Timken Company for
Officers and other key employees as amended through
December 17, 1997 was filed with Form 10-K for the
period ended December 31, 1997, and is incorporated
herein by reference. (10.5) The form of Severance Agreement entered into with all
Executive Officers of the company was filed with
Form 10-K for the period ended December 31, 1996, and
is incorporated herein by reference. Each differs only
as to name and date executed. (10.6) The form of Death Benefit Agreement entered into with
all Executive Officers of the company was filed with
Form 10-K for the period ended December 31, 1993, and
is incorporated herein by reference. Each differs only
as to name and date executed. (10.7) The form of Indemnification Agreements entered into
with all Directors who are not Executive Officers of
the company was filed with Form 10-K for the period
ended December 31, 1990, and is incorporated herein by
reference. Each differs only as to name and date
executed. (10.8) The form of Indemnification Agreements entered into
with all Executive Officers of the company who are not
Directors of the company was filed with Form 10-K for
the period ended December 31, 1990, and is incorporated
herein by reference. Each differs only as to name and
date executed.
21
Listing of Exhibits (cont.)
___________________________ (10.9) The form of Indemnification Agreements entered into
with all Executive Officers of the company who are also
Directors of the company was filed with Form 10-K for
the period ended December 31, 1990, and is incorporated
herein by reference. Each differs only as to name and
date executed. (10.10) The form of Employee Excess Benefits Agreement entered
into with all active Executive Officers, certain
retired Executive Officers, and certain other key
employees of the company was filed with Form 10-K for
the period ended December 31, 1991, and is incorporated
herein by reference. Each differs only as to name and
date executed. (10.11) The Amended and Restated Supplemental Pension Plan of
The Timken Company as adopted March 16, 1998 was filed
with Form 10-K for the period ended December 31, 1997,
and is incorporated herein by reference. (10.12) Amendment to the Amended and Restated Supplemental Pension
Plan of the Timken Company executed on December 29, 1998
was filed with Form 10-K for the period ended December 31,
1998, and is incorporated herein by reference. (10.13) The form of The Timken Company Nonqualified Stock Option
Agreement for nontransferable options as adopted on April
18, 2000 was filed with Form 10-Q for the period ended
March 31, 2000, and is incorporated herein by reference. (10.14) The form of The Timken Company Nonqualified Stock
Option Agreement for transferable options as adopted on
April 18, 2000 was filed with Form 10-Q for the period
ended March 31, 2000, and is incorporated herein by
reference. (10.15) The form of The Timken Company Nonqualified Stock Option
Agreement for special award options as adopted on April 18,
2000 was filed with Form 10-Q for the period ended March
31, 2000, and is incorporated herein by reference. (10.16) The Timken Company Deferral of Stock Option Gains Plan
effective as of April 21, 1998 was filed with Form 10-Q
for the period ended March 31, 1998, and is incorporated
herein by reference. (10.17) The Consulting Agreement entered into with Joseph F.
Toot, Jr., effective January 1, 2001.
22
Listing of Exhibits (cont.)
___________________________ (10.18) The form of The Timken Company Performance Share
Agreement entered into with W. R. Timken, Jr.,
R. L. Leibensperger and B. J. Bowling was filed with
Form 10-K for the period ended December 31, 1997, and is
incorporated herein by reference. (10.19) The Timken Company Senior Executive Management Performance
Plan effective January 1, 1999, and approved by
shareholders April 20, 1999 was filed as Appendix A to
Proxy Statement dated February 24, 1999, and is
incorporated herein by reference. (10.20) The Timken Company Nonqualified Stock Option Agreement
entered into with James W. Griffith and adopted on
December 16, 1999 was filed with Form 10-K for the period
ended December 31, 1999, and is incorporated herein by
reference. (10.21) The Timken Company Promissory Note entered into with
James W. Griffith and dated December 17, 1999 was filed
with Form 10-K for the period ended December 31, 1999, and
is incorporated herein by reference. (10.22) The Timken Company Director Deferred Compensation Plan
effective as of February 4, 2000 was filed with Form 10-Q
for the period ended March 31, 2000, and is incorporated
herein by reference. (10.23) The form of The Timken Company Deferred Shares Agreement
as adopted on April 18, 2000 was filed with Form 10-Q for
the period ended March 31, 2000, and is incorporated herein
by reference. (10.24) Amendment to Employee Excess Benefits Agreement was filed
with Form 10-Q for the period ended March 31, 2000, and is
incorporated herein by reference. (10.25) Consulting agreement entered into with Robert L.
Leibensperger was filed with Form 10-Q for the period ended
June 30, 2000, and is incorporated herein by reference. (10.26) Consulting agreement entered into with John Schubach was
filed with Form 10-Q for the period ended June 30, 2000,
and is incorporated herein by reference. (10.27) Consulting agreement entered into with e-Solutions, LLC
(Thomas W. Strouble, Owner and principal) was filed with
Form 10-Q for the period ended September 30, 2000, and is
incorporated herein by reference. (10.28) First Amendment to Consulting agreement (with e-Solutions,
LLC).
23
Listing of Exhibits (cont.)
___________________________ (12) Ratio of Earnings to Fixed Charges
(13) Annual Report to Shareholders for the year ended
December 31, 2000, (only to the extent expressly
incorporated herein by reference). (21) A list of subsidiaries of the registrant.
(23) Consent of Independent Auditors.
(24) Power of Attorney
(b) Reports on Form 8-K:
On March 8, 2001, the company filed a Form 8-K regarding Other
Events and Regulation FD Disclosure, which contained estimated
market data and industry trend information relating to a number
of industry segments in which the company sells bearing and
steel products. No financial statements were filed. (c) and (d) The exhibits are contained in a separate section of this
report. SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
THE TIMKEN COMPANY
By /s/ W. R. Timken, Jr. By /s/ G. E. Little
________________________________ ________________________________
W. R. Timken, Jr., G. E. Little
Director and Chairman and Chief Senior Vice President - Finance
Executive Officer (Principal Financial and
Accounting Officer)
Date March 30, 2001 Date March 30, 2001
________________________________ _______________________________Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
By /s/ Stanley C. Gault* By /s/ John M. Timken, Jr.*
______________________________ _______________________________
Stanley C. Gault Director John M. Timken, Jr. Director
Date March 30, 2001 Date March 30, 2001By /s/ J. Clayburn La Force, Jr.* By /s/ W. J. Timken*
______________________________ _______________________________
J. Clayburn La Force, Jr., Director W. J. Timken Director
Date March 30, 2001 Date March 30, 2001By /s/ James W. Griffith* By /s/ Joseph F. Toot, Jr.*
______________________________ _______________________________
James W. Griffith, Director Joseph F. Toot, Jr. Director
Date March 30, 2001 Date March 30, 2001By /s/ John A. Luke, Jr.* By /s/ Martin D. Walker*
______________________________ _______________________________
John A. Luke, Jr. Director Martin D. Walker Director
Date March 30, 2001 Date March 30, 2001By /s/ Robert W. Mahoney* By /s/ Jacqueline F. Woods*
______________________________ _______________________________
Robert W. Mahoney Director Jacqueline F. Woods, Director
Date March 30, 2001 Date March 30, 2001By /s/ Jay A. Precourt*
______________________________
Jay A. Precourt Director
Date March 30, 2001 By /s/ G. E. Little
___________________________________
G. E. Little, attorney-in-fact
By authority of Power of Attorney
filed as Exhibit 24 hereto
Date March 30, 2001
Listing of Exhibits
Exhibit
_______ (3)(i) Amended Articles of Incorporation of The Timken Company
(Effective April 16, 1996) were filed with Form S-8
dated April 16, 1996 and are incorporated herein by
reference. (3)(ii) Amended Regulations of The Timken Company effective
April 21, 1987, were filed with Form 10-K for the
period ended December 31, 1992, and are incorporated
herein by reference. (4) Credit Agreement dated as of July 10, 1998 among The
Timken Company, as Borrower, Various Financial
Institutions, as Banks, and Keybank National
Association, as Agent was filed with Form 10-Q for the
period ended June 30, 1998, and is incorporated herein by
reference. (4.1) Indenture dated as of April 24, 1998, between The Timken
Company and The Bank of New York, which was filed with
Timken's Form S-3 registration statement which became
effective April 24, 1998, and is incorporated herein by
reference. (4.2) Indenture dated as of July 1, 1990, between Timken and
Ameritrust Company of New York, which was filed with
Timken's Form S-3 registration statement dated July 12,
1990, and is incorporated herein by reference. (4.3) First Supplemental Indenture, dated as of July 24,
1996, by and between The Timken Company and Mellon
Bank, N.A. was filed with Form 10-Q for the period
ended September 30, 1996, and is incorporated herein by
reference. (4.4) The company is also a party to agreements with respect
to other long-term debt in total amount less than 10%
of the registrant's consolidated total assets. The
registrant agrees to furnish a copy of such agreements
upon request.
Listing of Exhibits (cont.)
___________________________ Management Contracts and Compensation Plans
___________________________________________ (10) The Management Performance Plan of The Timken Company
for Officers and Certain Management Personnel. (10.1) The form of Deferred Compensation Agreement entered
into with James W. Griffith, W. R. Timken, Jr., R. L.
Leibensperger and B. J. Bowling was filed with Form
10-Q for the period ended September 30, 1995, and is
incorporated herein by reference. (10.2) The Timken Company 1996 Deferred Compensation Plan for
officers and other key employees, amended and restated as
of April 20, 1999 was filed with Form 10-Q for the period
ended March 31, 1999, and is incorporated herein by
reference. (10.3) The Timken Company Long-Term Incentive Plan As Amended And
Restated As Of December 16, 1999, and approved by share-
holders April 18, 2000 was filed as Appendix A to Proxy
Statement dated February 23, 2000, and is incorporated
herein by reference. (10.4) The 1985 Incentive Plan of The Timken Company for
Officers and other key employees as amended through
December 17, 1997 was filed with Form 10-K for the
period ended December 31, 1997, and is incorporated
herein by reference. (10.5) The form of Severance Agreement entered into with all
Executive Officers of the company was filed with
Form 10-K for the period ended December 31, 1996, and
is incorporated herein by reference. Each differs only
as to name and date executed. (10.6) The form of Death Benefit Agreement entered into with
all Executive Officers of the company was filed with
Form 10-K for the period ended December 31, 1993, and
is incorporated herein by reference. Each differs only
as to name and date executed. (10.7) The form of Indemnification Agreements entered into
with all Directors who are not Executive Officers of
the company was filed with Form 10-K for the period
ended December 31, 1990, and is incorporated herein by
reference. Each differs only as to name and date
executed. (10.8) The form of Indemnification Agreements entered into
with all Executive Officers of the company who are not
Directors of the company was filed with Form 10-K for
the period ended December 31, 1990, and is incorporated
herein by reference. Each differs only as to name and
date executed.
Listing of Exhibits (cont.)
___________________________ (10.9) The form of Indemnification Agreements entered into
with all Executive Officers of the company who are also
Directors of the company was filed with Form 10-K for
the period ended December 31, 1990, and is incorporated
herein by reference. Each differs only as to name and
date executed. (10.10) The form of Employee Excess Benefits Agreement entered
into with all active Executive Officers, certain
retired Executive Officers, and certain other key
employees of the company was filed with Form 10-K for
the period ended December 31, 1991, and is incorporated
herein by reference. Each differs only as to name and
date executed. (10.11) The Amended and Restated Supplemental Pension Plan of
The Timken Company as adopted March 16, 1998 was filed
with Form 10-K for the period ended December 31, 1997,
and is incorporated herein by reference. (10.12) Amendment to the Amended and Restated Supplemental Pension
Plan of the Timken Company executed on December 29, 1998
was filed with Form 10-K for the period ended December 31,
1998, and is incorporated herein by reference. (10.13) The form of The Timken Company Nonqualified Stock Option
Agreement for nontransferable options as adopted on April
18, 2000 was filed with Form 10-Q for the period ended
March 31, 2000, and is incorporated herein by reference. (10.14) The form of The Timken Company Nonqualified Stock
Option Agreement for transferable options as adopted on
April 18, 2000 was filed with Form 10-Q for the period
ended March 31, 2000, and is incorporated herein by
reference. (10.15) The form of The Timken Company Nonqualified Stock Option
Agreement for special award options as adopted on April 18,
2000 was filed with Form 10-Q for the period ended March
31, 2000, and is incorporated herein by reference. (10.16) The Timken Company Deferral of Stock Option Gains Plan
effective as of April 21, 1998 was filed with Form 10-Q
for the period ended March 31, 1998, and is incorporated
herein by reference. (10.17) The Consulting Agreement entered into with Joseph F.
Toot, Jr., effective January 1, 2001.
Listing of Exhibits (cont.)
___________________________ (10.18) The form of The Timken Company Performance Share
Agreement entered into with W. R. Timken, Jr.,
R. L. Leibensperger and B. J. Bowling was filed with
Form 10-K for the period ended December 31, 1997, and is
incorporated herein by reference. (10.19) The Timken Company Senior Executive Management Performance
Plan effective January 1, 1999, and approved by
shareholders April 20, 1999 was filed as Appendix A to
Proxy Statement dated February 24, 1999, and is
incorporated herein by reference. (10.20) The Timken Company Nonqualified Stock Option Agreement
entered into with James W. Griffith and adopted on
December 16, 1999 was filed with Form 10-K for the period
ended December 31, 1999, and is incorporated herein by
reference. (10.21) The Timken Company Promissory Note entered into with
James W. Griffith and dated December 17, 1999 was filed
with Form 10-K for the period ended December 31, 1999, and
is incorporated herein by reference. (10.22) The Timken Company Director Deferred Compensation Plan
effective as of February 4, 2000 was filed with Form 10-Q
for the period ended March 31, 2000, and is incorporated
herein by reference. (10.23) The form of The Timken Company Deferred Shares Agreement
as adopted on April 18, 2000 was filed with Form 10-Q for
the period ended March 31, 2000, and is incorporated herein
by reference. (10.24) Amendment to Employee Excess Benefits Agreement was filed
with Form 10-Q for the period ended March 31, 2000, and is
incorporated herein by reference. (10.25) Consulting agreement entered into with Robert L.
Leibensperger was filed with Form 10-Q for the period ended
June 30, 2000, and is incorporated herein by reference. (10.26) Consulting agreement entered into with John Schubach was
filed with Form 10-Q for the period ended June 30, 2000,
and is incorporated herein by reference. (10.27) Consulting agreement entered into with e-Solutions, LLC
(Thomas W. Strouble, Owner and principal) was filed with
Form 10-Q for the period ended September 30, 2000, and is
incorporated herein by reference. (10.28) First Amendment to Consulting agreement (with e-Solutions,
LLC).
Listing of Exhibits (cont.)
___________________________ (12) Ratio of Earnings to Fixed Charges
(13) Annual Report to Shareholders for the year ended
December 31, 2000, (only to the extent expressly
incorporated herein by reference). (21) A list of subsidiaries of the registrant.
(23) Consent of Independent Auditors.
(24) Power of Attorney
