THE TIMKEN COMPANY 11-K
 

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 1-1169
THE TIMKEN COMPANY SAVINGS PLAN FOR TORRINGTON BARGAINING ASSOCIATES
(Full title of the Plan)
THE TIMKEN COMPANY, 1835 Dueber Avenue, S.W., Canton, Ohio 44706
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
 
 

 


 

Audited Financial Statements and
Supplemental Schedules
The Timken Company Savings Plan for Torrington Bargaining Associates
December 31, 2006 and 2005, and Year Ended December 31, 2006
With Report of Independent Registered Public Accounting Firm

 


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
Audited Financial Statements and Supplemental Schedules
December 31, 2006 and 2005, and
Year Ended December 31, 2006
Table of Contents
         
Report of Independent Registered Public Accounting Firm
    1  
 
       
Audited Financial Statements
       
 
       
Statements of Net Assets Available for Benefits
    2  
Statement of Changes in Net Assets Available for Benefits
    3  
Notes to Financial Statements
    4  
 
       
Supplemental Schedules
       
Schedule H, Line 4a – Schedule of Delinquent Participant Contributions
    14  
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
    15  

 


 

Report of Independent Registered Public Accounting Firm
The Timken Company, Administrator of
The Timken Company Savings Plan for
Torrington Bargaining Associates
We have audited the accompanying statements of net assets available for benefits of The Timken Company Savings Plan for Torrington Bargaining Associates as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the changes in its net assets available for benefits for the year ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of delinquent participant contributions and assets (held at end of year) as of December 31, 2006, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Cleveland, Ohio
June 22, 2007

 


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
Statements of Net Assets Available for Benefits
                 
    December 31,
    2006   2005
     
Assets
               
Investments, at fair value:
               
Interest in The Master Trust Agreement for The Timken Company Defined Contribution Plans
  $ 2,581,986     $ 2,389,574  
Participant notes receivable
    22,686       48,951  
     
Total investments, at fair value
    2,604,672       2,438,525  
 
               
Receivables:
               
Contribution receivable from participants
    20,106       2,755  
Contribution receivable from The Timken Company
    6,357       1,090  
     
Total receivables
    26,463       3,845  
     
Net assets available for benefits at fair value
    2,631,135       2,442,370  
 
               
Adjustment from fair value to contract value for interest in The Master Trust Agreement for The Timken Company Defined Contributions Plans relating to fully benefit-responsive investment contracts
    12,439       8,793  
     
Net assets available for benefits
  $ 2,643,574     $ 2,451,163  
     
See accompanying notes.

2


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
         
Additions
       
Investment income:
       
Net investment gain from The Master Trust Agreement for The Timken Company Defined Contribution Plans
  $ 159,577  
Interest
    2,148  
 
     
 
    161,725  
 
       
Contributions:
       
Participants
    287,889  
The Timken Company
    104,106  
 
     
 
    391,995  
 
     
Total additions
    553,720  
 
       
Deductions
       
Benefits paid directly to participants
    345,514  
Administrative expenses
    10  
 
     
Total deductions
    345,524  
 
     
 
       
Net increase prior to transfers
    208,196  
Transfers between plans
    (15,785 )
 
     
Net increase
    192,411  
 
       
Net assets available for benefits:
       
Beginning of year
    2,451,163  
 
     
End of year
  $ 2,643,574  
 
     
See accompanying notes.

3


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
Notes to Financial Statements
December 31, 2006 and 2005, and
Year Ended December 31, 2006
1. Description of Plan
The following description of The Timken Company Savings Plan for Torrington Bargaining Associates (the Plan) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions. The Plan was established on February 16, 2003. On February 18, 2003, The Timken Company acquired Ingersoll-Rand Company Limited’s Engineered Solutions business, which was comprised of certain operating assets and subsidiaries including The Torrington Company.
General
During 2006, The Timken Company closed its Standard Plant whose full-time hourly employees were represented by the United Auto Workers Local 1645. As a result of this transaction, all participants in the Plan terminated their employment with The Timken Company and the Plan will no longer have any new participants or contributions. However, The Timken Company, the Plan administrator, will continue to sponsor the Plan for those participants who have elected not to transfer their accounts to another plan. The Plan is a defined contribution plan which covered full-time hourly employees of Timken US Corporation (the Company) who were represented by the United Auto Workers Local 1645. Employees of the Company became eligible to participate in the Plan on the first of the month coincident with or immediately following completion of one year of service (including service with The Torrington Company prior to The Timken Company’s purchase of The Torrington Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Under the provisions of the Plan, participants were able to elect to contribute up to 20% of their eligible earnings on a pretax basis directly to the Plan subject to Internal Revenue Service (IRS) limitations. Participants were also able to contribute amounts representing distributions from other qualified defined benefit or 401(k) defined contribution plans. The Company matched participant contributions at an amount equal to 100% on the first 3% of the participant’s eligible earnings, and then 50% on the subsequent 3% of the participant’s eligible earnings, called “Company Matching Contributions.”

4


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Upon enrollment, a participant was required to direct their contribution in 1% increments to any of the Plan’s investment options. The Company Matching Contributions were invested in Timken common shares. Participants were not permitted to direct the investment of the Company Matching Contributions until their service with the Company was terminated. Participants have access to their account information and the ability to make changes on a daily basis, subject to the next available payroll for contribution change election, through an automated telecommunications system. Account information and certain changes may also be made through the Internet.
Participant Accounts
Each participant’s account was credited with the participant’s contributions and allocations of (a) the Company’s contributions and (b) Plan earnings. Each participant’s account is charged investment management fees for certain investment options available through the Plan. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Company Matching Contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Participants were immediately vested in their contributions and rollover contributions plus actual earnings thereon. Vesting in the Company Matching Contribution portion of their account plus actual earnings thereon occurred over a period of six years with 20% vested after two years and an additional 20% in each of the years three to six.
Participant Notes Receivable
Participants may borrow from their account related to their participant contributions and rollover contributions with a minimum of $1,000 up to a maximum equal to the lesser of (1) $50,000 minus the excess of the highest outstanding loan balance during the past 12 months or (2) 50% of their account balance related to participant contributions and rollover contributions. Loan terms generally cannot exceed five years. The loans are secured by the balance in the participant’s vested account and bear interest at an interest rate of 1% in excess of the prime rate, as published in the Wall Street Journal on the first business day of the month in which the loan is granted. Principal and interest are paid ratably through payroll deductions.

5


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Payment of Benefits
As a result of their termination of service to The Timken Company due to the closure of the Standard Plant, participants having a vested account balance greater than $1,000 were given the option of: (i) transferring their account balance to another plan; (ii) receiving a lump-sum amount equal to the vested balance of their account; (iii) receiving installment payments of their vested assets over a period of time not to exceed their life expectancy, or; (iv) leaving their vested account balance in the Plan. Participants having a vested account balance less than $1,000 received a lump-sum amount equal to their vested account balance. Participants electing to leave their vested assets in the Plan may do so until age 70 1/2 after which time the lump-sum or installment distribution options would apply.
Plan Termination
The Plan shall continue in full force and effect until December 31, 2008, and yearly thereafter, unless either the Company or the United Auto Workers Local 1645 shall notify the other party in writing that they desire to terminate the Plan. The Plan may generally be amended by mutual consent of the Company and the United Auto Workers Local 1645. In the event of Plan termination, the Trustee shall distribute to each participant the amount standing to their credit in their separate account.
2. Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.

6


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
Notes to Financial Statements (continued)
2. Accounting Policies (continued)
New Accounting Pronouncement
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP). The FSP defines the circumstances in which an investment contract is considered fully benefit-responsive and provides certain reporting and disclosure requirements for fully benefit-responsive investment contracts in defined contribution health and welfare and pension plans. The financial statement presentation and disclosure provisions of the FSP are effective for financial statements issued for annual periods ending after December 15, 2006, and are required to be applied retroactively to all prior periods presented for comparative purposes. The Plan has adopted the provisions of the FSP at December 31, 2006.
As required by the FSP, investments in the accompanying Statements of Net Assets Available for Benefits include fully benefit-responsive investment contracts recognized at fair value. AICPA Statement of Position 94-4-1, Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans, as amended, requires fully benefit-responsive investment contracts to be reported at fair value in the Plan’s Statement of Net Assets Available for Benefits with a corresponding adjustment to reflect these investments at contract value. The requirements of the FSP have been applied retroactively to the Statement of Net Assets Available for Benefits as of December 31, 2005 presented for comparative purposes. Adoption of the FSP had no effect on the Statement of Changes in Net Assets Available for Benefits for any period presented.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value and are invested in The Master Trust Agreement for The Timken Company Defined Contribution Plans (Master Trust), which was established for the investment of assets of the Plan and the seven other defined contribution plans sponsored by the Company. The fair value of the Plan’s interest in the Master Trust is based on the value of the Plan’s interest in the fund plus actual contributions and allocated investment income (loss) less actual distributions.

7


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
Notes to Financial Statements (continued)
2. Accounting Policies (continued)
The Plan’s trustee, JP Morgan (Trustee), maintains a collective investment trust of Timken common shares in which The Timken Company’s defined contribution plans participate on a unit basis. Timken common shares are traded on a national securities exchange and participation units in The Timken Company Common Stock Fund are valued at the last reported sales price on the last business day of the plan year. The valuation per unit of The Timken Company Common Stock Fund was $16.20 and $17.79 at December 31, 2006 and 2005, respectively.
Investments in registered investment companies and common collective funds are valued at the redemption value of units held at year-end. Participant loans are valued at cost, which approximates fair value. The fair value of investment contracts is calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

8


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
Notes to Financial Statements (continued)
3. Investments
The Trustee holds all the Plan’s investment assets and executes investment transactions. All investment assets of the Plan, except for the participant loans are pooled for investment purposes in the Master Trust.
The following table presents a summary of the investments of the Master Trust as of December 31:
                 
    2006   2005
     
Investments, at fair value as determined by quoted market price:
               
The Timken Company Common Stock Fund
  $ 328,532,326     $ 371,273,167  
Registered investment companies
    276,803,386       204,247,230  
Common collective funds
    277,910,070       251,476,932  
     
 
    883,245,782       826,997,329  
 
               
Investment contracts, at fair value
    145,405,625       127,627,313  
Adjustments from fair value to contract value
    1,818,969       1,338,233  
     
Investment contracts, at contract value
    147,224,594       128,965,546  
     
 
  $ 1,030,470,376     $ 955,962,875  
     
At December 31, 2006, The Timken Company Common Stock Fund consisted of 20,281,150 units of the Company’s common stock. The Plan’s interest in the Master Trust was 0.25% as of December 31, 2006.

9


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
Notes to Financial Statements (continued)
3. Investments (continued)
Investment income relating to the Master Trust is allocated to the individual plans based upon the average balance invested by each plan in each of the individual funds of the Master Trust. Investment income for the Master Trust is as follows:
                 
    Year Ended December 31,
    2006   2005
     
Net (depreciation) appreciation in fair value of investments determined by quoted market price:
               
The Timken Company Common Stock Fund
  $ (29,486,575 )   $ 62,912,449  
Registered investment companies
    19,973,017       15,627,808  
Common collective funds
    37,607,507       17,964,100  
     
 
    28,093,949       96,504,357  
Net appreciation in investment contracts
    4,447,290       4,206,220  
Interest and dividends
    19,254,001       11,134,434  
     
Total Master Trust
  $ 51,795,240     $ 111,845,011  
     
4. Non-Participant-Directed Investments
Information about the net assets and the significant components of changes in net assets related to non-participant-directed investments is as follows:
                 
    December 31,
    2006   2005
     
Investments, at fair value:
               
Interest in Master Trust related to The Timken Company Common Stock Fund
  $ 414,109     $ 447,438  
Receivables:
               
Participant and Company contribution receivable
    6,357       1,200  
     
 
  $ 420,466     $ 448,638  
     

10


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
Notes to Financial Statements (continued)
4. Non-Participant-Directed Investments (continued)
         
    Year Ended  
    December 31,  
    2006  
Change in net assets:
       
Net depreciation in fair value of investments
  $ (40,460 )
Dividends
    8,607  
Participant and Company contributions
    112,392  
Benefits paid directly to participants
    (82,381 )
Expenses
    (6 )
Transfers to participant-directed accounts
    (26,324 )
 
     
 
  $ (28,172 )
 
     
5. Investment Contracts
Investment contracts consist of a global wrap structure, or Stable Value Fund, with three fully benefit-responsive wrap contracts. The Stable Value Fund provides principal preservation plus accrued interest through fully benefit-responsive wrap contracts issued by a third party which are backed by underlying assets owned by the Master Trust. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The investment contract issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.
As described in Note 2, because the investment contracts are fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the investment contracts. Contract value represents contributions made under the contracts, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
There are no reserves against contract value for credit risk of the contract issuer or otherwise. The crediting interest rates for the wrap contracts are calculated on a quarterly basis (or more frequently if necessary) using contract value, market value of the underlying fixed income portfolio, the yield of the portfolio, and the duration of the index, but cannot be less than zero.

11


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
Notes to Financial Statements (continued)
5. Investment Contracts (continued)
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
         
    December 31,
2006
     
Net assets available for benefits per the financial statements
  $ 2,643,574  
Adjustment from contract value to fair value for fully benefit-responsive investment contracts
    (12,439 )
     
Net assets available for benefits per the Form 5500
  $ 2,631,135  
     
The following is a reconciliation of investment income per the financial statements to the Form 5500:
         
    December 31,
2006
     
Total investment income per the financial statements
  $ 159,577  
Adjustment from contract value to fair value for fully benefit-responsive investment contracts
    (12,439 )
     
Total investment income per the Form 5500
  $ 147,138  
     
The fully benefit-responsive investment contracts have been adjusted from fair value to contract value for purposes of the financial statements. For purposes of the Form 5500, the investment contracts will be stated at fair value.
6. Risks and Uncertainties
The Master Trust invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

12


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
Notes to Financial Statements (continued)
7. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated September 20, 2005, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.
8. Related-Party Transactions
Related-party transactions included the investments in the common stock of The Timken Company and the investment funds of the Trustee. Such transactions are exempt from being prohibited transactions.
The following is a summary of transactions in Timken common shares with the Master Trust for the year ended December 31, 2006:
                 
    Shares   Dollars
     
Purchased
    1,912,796     $ 33,336,551  
Issued to participants for payment of benefits
    82,802       935,591  
Dividends received
    404,143       6,948,308  
Benefits paid to participants include payments made in Timken common shares valued at quoted market prices at the date of distribution.
Certain legal and accounting fees and certain administrative expenses relating to the maintenance of participant records are paid by The Timken Company. Fees paid during the year for services rendered by parties in interest were based on customary and reasonable rates for such services.

13


 

Supplemental Schedules

 


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
EIN #34-0577130      Plan #022
Schedule H, Line 4a — Schedule of Delinquent Participant Contributions
December 31, 2006
           
      Total That Constitute
  Participant Contributions   Nonexempt Prohibited
Transferred Late to the Plan   Transactions
$84
  $ 84  

14


 

The Timken Company Savings Plan
for Torrington Bargaining Associates
EIN #34-0577130      Plan #022
Schedule H, Line 4i — Schedule of Assets
(Held at End of Year)
December 31, 2006
             
    Description of Investment,      
    Including Maturity Date,      
Identity of Issue, Borrower,   Rate of Interest, Collateral,   Current  
Lessor, or Similar Party   Par, or Maturity Value   Value  
 
Participant notes receivable*
  Interest rates ranging        
 
       from 5.75% to 9.25% with        
 
       various maturity dates   $ 22,686  
 
         
 
*   Indicates party in interest to the Plan.

15


 

SIGNATURES
     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other person who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  THE TIMKEN COMPANY SAVINGS
PLAN FOR TORRINGTON
BARGAINING ASSOCIATES
 
 
Date: June 27, 2007  By:   /s/ Scott A. Scherff    
    Scott A. Scherff   
    Assistant Secretary