SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): SEPTEMBER 12, 2003
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THE TIMKEN COMPANY
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(Exact Name of Registrant as Specified in its Charter)
OHIO
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(State or Other Jurisdiction of Incorporation)
1-1169 34-0577130
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(Commission File Number) (I.R.S. Employer Identification No.)
1835 DUEBER AVENUE, S.W., CANTON, OHIO 44706-2798
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(Address of Principal Executive Offices) (Zip Code)
(330) 438-3000
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(Registrant's Telephone Number, Including Area Code)
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The Timken Company ("Timken") is filing this Current Report on Form 8-K
(this "Form 8-K") to disclose certain information required under Regulation G
("Regulation G") of the Securities Exchange Act of 1934 (the "Exchange Act").
Under Regulation G, among other things, because Timken has filed today a
registration statement under the Securities Act of 1933 (the "Securities Act")
that incorporates by reference certain periodic filings that contain a "non-GAAP
financial measure" (as defined in Regulation G), Timken must also disclose the
differences between the disclosed non-GAAP financial measure and the most
comparable financial measure or measures calculated and presented in accordance
with GAAP. The purpose of this Form 8-K is to satisfy the disclosure
requirements of Regulation G.
In Timken's annual report on Form 10-K for the fiscal year ended
December 31, 2002 (the "2002 10-K"), Timken disclosed its
net-debt-to-net-capital ratio at December 31, 2002. In Timken's 2002 10-K and
its quarterly reports on Form 10-Q for the periods ended March 31, 2003, and
June 30, 2003, Timken disclosed its total-debt-to-total-capital ratio. The
ratios at March 31, 2003, and June 30, 2003, reflect the acquisition of the
Engineered Solutions business of Ingersoll-Rand Company Limited, which was
consummated as of February 16, 2003. Timken defines "total debt" as long-term
debt plus current portion of long-term debt, commercial paper and short-term
debt; "net debt" as total debt less cash and cash equivalents; "total capital"
as total debt plus total shareholders' equity, and "net capital" as net debt
plus total shareholders' equity. Timken's definitions of total debt, net debt,
total capital and net capital may not be comparable with those terms as defined
by other companies. Management uses the total-debt-to-total-capital ratio as a
measure of its financial leverage. Management believes the
net-debt-to-net-capital ratio is also useful as a measure of Timken's financial
leverage which eliminates the impact of cash items, such as payments received
from the U.S. Treasury Department under the U.S. Continued Dumping Subsidy
Offset Act.
Following is a reconciliation of the net-debt-to-net-capital ratio at
December 31, 2002, and the total-debt-to-total-capital ratio at December 31,
2002, March 31, 2003, and June 30, 2003, and the comparable prior year periods:
AT DECEMBER 31, AT MARCH 31, AT JUNE 30,
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2001 2002 2002 2003 2002 2003
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(IN THOUSANDS)
Long-term debt .................. $ 368,151 $ 350,085 $ 367,279 $ 778,066 $ 367,996 $ 744,523
Plus Current portion of long-term
debt........................... 42,434 23,781 41,480 25,792 41,518 11,104
Plus Commercial paper ........... 1,962 8,999 -- -- -- 31,998
Plus Short-term debt ............ 84,468 78,354 112,344 192,840 107,282 229,782
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Total debt ............. $ 497,015 $ 461,219 $ 521,103 $ 996,698 $ 516,796 $1,017,407
========== ========== ========== ========== ========== ==========
Total debt ...................... $ 497,015 $ 461,219
Less Cash and cash equivalents .. 33,392 82,050
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Net debt ............... $ 463,623 $ 379,169
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Total debt ...................... $ 497,015 $ 461,219 $ 521,103 $ 996,698 $ 516,796 $1,017,407
Plus Total shareholders' equity . 781,735 609,086 783,303 941,342 789,224 970,926
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Total capital .......... $1,278,750 $1,070,305 $1,304,406 $1,938,040 $1,306,020 $1,988,333
========== ========== ========== ========== ========== ==========
Net debt ........................ $ 463,623 $ 379,169
Plus Total shareholders' equity . $ 781,735 609,086
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Net capital ............ $1,245,358 $ 988,255
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Total-debt-to-total-capital
ratio ......................... 38.9% 43.1% 39.9% 51.4% 39.6% 51.2%
Net-debt-to-net-capital ratio ... 37.2% 38.4%
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE TIMKEN COMPANY
By: /s/ William R. Burkhart
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William R. Burkhart
Senior Vice President and General Counsel
Date: September 12, 2003