The Timken Company (TKR) 8-K/A Financial Statements and Exhibits

Exhibit 99.2
THE TIMKEN COMPANY AND SUBSIDIARIES
CONDENSED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following unaudited condensed pro forma consolidated financial statements are based upon the historical financial statements of The Timken Company (“the Company”) and subsidiaries, adjusted to reflect the disposition of Latrobe Steel Company (“Latrobe Steel”) effective November 30, 2006. The following unaudited condensed pro forma consolidated financial statements of the Company should be read in conjunction with the related notes and with the historical consolidated financial statements of the Company and the related notes included in previous filings with the Securities and Exchange Commission. The unaudited condensed pro forma consolidated balance sheet reflects the disposition of Latrobe Steel as if it had occurred on September 30, 2006, while the unaudited condensed pro forma statements of consolidated income for the nine months ended September 30, 2006 and the years ended December 31, 2005, December 31, 2004 and December 31, 2003, respectively, give effect to the disposition as if it had occurred at the beginning of each period presented. The pro forma adjustments, described in the related notes, are based on the best available information and certain assumptions that the Company’s management believes to be reasonable.

The unaudited condensed pro forma consolidated financial statements are provided for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred had the disposition of Latrobe Steel closed on September 30, 2006 for the unaudited condensed pro forma consolidated balance sheet or at the beginning of each period presented for the unaudited condensed pro forma statements of consolidated income.

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THE TIMKEN COMPANY AND SUBSIDIARIES
Condensed Pro Forma Consolidated Balance Sheet
September 30, 2006
(unaudited)

				Pro Forma
(Dollars in thousands)	Historical			Adjustments			Pro Forma
ASSETS
Current Assets
Cash and cash equivalents	$	54,069		$	215,000	(a)	$	269,069
Accounts receivable, net		734,631			(53,297	) (b)		681,334
Inventories, net		1,077,792			(86,139	) (b)		991,653
Deferred income taxes		92,369			(8,066	) (c)		84,303
Deferred charges and prepaid expenses		16,077			(487	) (b)		15,590
Other current assets		88,569			(174	) (b)		88,395
Total Current Assets		2,063,507			66,837			2,130,344
Property, Plant and Equipment		3,809,742			(240,673	) (d)		3,569,069
Less allowances for depreciation		(2,202,960	)		148,464	(b)		(2,054,496	)
Property, Plant and Equipment, net		1,606,782			(92,209	)		1,514,573
Other Assets
Goodwill		216,961			—			216,961
Other intangible assets		180,114			(5,580	) (e)		174,534
Deferred income taxes		16,705			(3,317	) (c)		13,388
Other noncurrent assets		59,985			(449	) (b)		59,536
Total Other Assets		473,765			(9,346	)		464,419
Total Assets	$	4,144,054		$	(34,718	)	$	4,109,336
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and other liabilities	$	506,866		$	(19,606	) (f)	$	487,260
Short-term debt and current portion of long-term debt		204,166			—			204,166
Accrued expenses		373,708			(2,005	) (g)		371,703
Total Current Liabilities		1,084,740			(21,611	)		1,063,129
Non-Current Liabilities
Long-term debt		548,611			—			548,611
Accrued pension cost		209,052			(4,374	) (h)		204,678
Accrued postretirement benefits cost		519,792			(22,527	) (i)		497,265
Other non-current liabilities		84,556			(4,061	) (c)		80,495
Total Non-Current Liabilities		1,362,011			(30,962	)		1,331,049
Shareholders’ Equity
Common stock		799,053			—			799,053
Earnings invested in the business		1,196,878			11,478	(j)		1,208,356
Accumulated other comprehensive loss		(298,628	)		6,377	(k)		(292,251	)
Total Shareholders’ Equity		1,697,303			17,855			1,715,158
Total Liabilities and Shareholders’ Equity	$	4,144,054		$	(34,718	)	$	4,109,336

See Notes to Unaudited Condensed Pro Forma Consolidated Financial Statements.

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THE TIMKEN COMPANY AND SUBSIDIARIES
Condensed Pro Forma Statement of Consolidated Income
Nine Months Ended September 30, 2006
(unaudited)

				Pro Forma
(Dollars in thousands, except per share data)	Historical			Adjustments (l)			Pro Forma
Net sales	$	4,008,027		$	(265,583	)	$	3,742,444
Cost of products sold		3,159,132			(212,747	)		2,946,385
Gross Profit		848,895			(52,836	)		796,059
Selling, general and administrative expenses		514,515			(10,575	)		503,940
Impairment and restructuring charges		21,162			—			21,162
Operating Income		313,218			(42,261	)		270,957
Interest expense		(37,487	)		—			(37,487	)
Interest income		3,338			—			3,338
Other expense — net		(8,937	)		(152	)		(9,089	)
Income from continuing operations before income taxes		270,132			(42,413	)		227,719
Provision for income taxes		82,955			(15,906	)		67,049
Income from continuing operations	$	187,177		$	(26,507	)	$	160,670
Earnings per share from continuing operations
Basic	$	2.01					$	1.72
Diluted	$	1.99					$	1.70
Average common shares outstanding
Basic		93,239,292						93,239,292
Diluted		94,238,413						94,238,413

See Notes to Unaudited Condensed Pro Forma Consolidated Financial Statements.

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THE TIMKEN COMPANY AND SUBSIDIARIES
Condensed Pro Forma Statement of Consolidated Income
Year ended December 31, 2005
(unaudited)

				Pro Forma
(Dollars in thousands, except per share data)	Historical			Adjustments (l)			Pro Forma
Net sales	$	5,168,434		$	(345,267	)	$	4,823,167
Cost of products sold		4,109,713			(286,503	)		3,823,210
Gross Profit		1,058,721			(58,764	)		999,957
Selling, general and administrative expenses		661,592			(14,688	)		646,904
Impairment and restructuring charges		26,093			—			26,093
Operating Income		371,036			(44,076	)		326,960
Interest expense		(51,585	)		—			(51,585	)
Interest income		3,437			—			3,437
Receipt of Continued Dumping & Subsidy Offset Act (CDSOA) payment, net of expenses		77,069			—			77,069
Other expense — net		(9,411	)		68			(9,343	)
Income from continuing operations before income taxes		390,546			(44,008	)		346,538
Provision for income taxes		130,265			(17,383	)		112,882
Income from continuing operations	$	260,281		$	(26,625	)	$	233,656
Earnings per share from continuing operations
Basic	$	2.84					$	2.55
Diluted		2.81						2.52
Average common shares outstanding
Basic		91,533,242						91,533,242
Diluted		92,537,529						92,537,529

See Notes to Unaudited Condensed Pro Forma Consolidated Financial Statements.

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THE TIMKEN COMPANY AND SUBSIDIARIES
Condensed Pro Forma Statement of Consolidated Income
Year ended December 31, 2004
(unaudited)

				Pro Forma
(Dollars in thousands, except per share data)	Historical			Adjustments (l)			Pro Forma
Net sales	$	4,513,671		$	(226,474	)	$	4,287,197
Cost of products sold		3,675,086			(212,265	)		3,462,821
Gross Profit		838,585			(14,209	)		824,376
Selling, general and administrative expenses		587,923			(12,013	)		575,910
Impairment and restructuring charges		13,434			104			13,538
Operating Income		237,228			(2,300	)		234,928
Interest expense		(50,834	)		—			(50,834	)
Interest income		1,397			—			1,397
Receipt of Continued Dumping & Subsidy Offset Act (CDSOA) payment, net of expenses		44,429			—			44,429
Other expense — net		(32,441	)		112			(32,329	)
Income from continuing operations before income taxes		199,779			(2,188	)		197,591
Provision for income taxes		64,123			(578	)		63,545
Income from continuing operations	$	135,656		$	(1,610	)	$	134,046
Earnings per share from continuing operations
Basic	$	1.51					$	1.49
Diluted		1.49						1.48
Average common shares outstanding
Basic		89,875,650						89,875,650
Diluted		90,759,571						90,759,571

See Notes to Unaudited Condensed Pro Forma Consolidated Financial Statements.

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THE TIMKEN COMPANY AND SUBSIDIARIES
Condensed Pro Forma Statement of Consolidated Income
Year ended December 31, 2003
(unaudited)

				Pro Forma
(Dollars in thousands, except per share data)	Historical			Adjustments (l)			Pro Forma
Net sales	$	3,788,097		$	(161,607	)	$	3,626,490
Cost of products sold		3,148,979			(154,571	)		2,994,408
Gross Profit		639,118			(7,036	)		632,082
Selling, general and administrative expenses		521,717			(10,664	)		511,053
Impairment and restructuring charges		19,154			—			19,154
Operating Income		98,247			3,628			101,875
Interest expense		(48,401	)		—			(48,401	)
Interest income		1,123			—			1,123
Receipt of Continued Dumping & Subsidy Offset Act (CDSOA) payment, net of expenses		65,559			—			65,559
Other expense — net		(55,726	)		70			(55,656	)
Income from continuing operations before income taxes		60,802			3,698			64,500
Provision for income taxes		24,321			1,239			25,560
Income from continuing operations	$	36,481		$	2,459		$	38,940
Earnings per share from continuing operations
Basic	$	0.44					$	0.47
Diluted		0.44						0.47
Average common shares outstanding
Basic		82,945,174						82,945,174
Diluted		83,159,321						83,159,321

See Notes to Unaudited Condensed Pro Forma Consolidated Financial Statements.

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THE TIMKEN COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(a)	Reflects the gross proceeds from the sale of Latrobe Steel. In addition, pursuant to the Stock Purchase Agreement (the “Agreement”), cash is excluded from assets retained by Latrobe Steel.
(b)	Reflects the elimination of assets retained by Latrobe Steel in accordance with the Agreement.
(c)	Reflects adjustments to deferred taxes resulting from the sale of Latrobe Steel.
(d)	Reflects the elimination of assets retained by Latrobe Steel in accordance with the Agreement and the buyout of a Latrobe Rolling Mill operating lease.
(e)	Reflects the elimination of intangible pension asset related to the Latrobe Steel bargaining unit pension plan being retained by Latrobe Steel in accordance with the Agreement. Pension obligations associated with Latrobe Steel non-bargaining unit associates transfer to Timken.
(f)	Reflects the elimination of liabilities retained by Latrobe Steel in accordance with the Agreement netted against certain accruals that transfer to Timken.
(g)	Reflects the elimination of liabilities retained by Latrobe Steel and transaction costs, net of certain accruals, such as bonuses and vacation, to be paid to Latrobe associates by Timken.
(h)	Reflects the elimination of pension liability related to the bargaining unit pension plan being retained by Latrobe Steel.
(i)	Reflects the elimination of accumulated postretirement benefit obligations attributable to current Latrobe Steel bargaining unit associates and retirees being retained by Latrobe Steel.
(j)	Reflects the after-tax pro forma impact of the gain on the sale of Latrobe Steel.
(k)	Reflects the elimination of minimum pension liability, net of deferred taxes, associated with the Latrobe Steel bargaining unit pension plan being retained by Latrobe Steel.
(l)	Reflects the elimination of the operating results of Latrobe Steel as if the transaction occurred at the beginning of the each period presented. These results have been adjusted to reflect federal and state income taxes of Latrobe Steel on a stand-alone basis. The pro forma gain on the sale of Latrobe Steel is not included in the income statement.

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