Timken Company Announces Filing of Initial Form 10 Registration Statement for the Expected Spinoff of Its Steel Business, To Be Named TimkenSteel Corporation

News provided by

Feb 11, 2014, 04:35 ET

CANTON, Ohio, Feb. 11, 2014 /PRNewswire/ -- The Timken Company (NYSE: TKR; www.timken.com) announced today that TimkenSteel Corporation, its newly formed subsidiary which will hold the company's steel business, has filed an initial Form 10 Registration Statement with the U. S. Securities and Exchange Commission (SEC). The filing relates to the previously announced plan to pursue a spinoff of The Timken Company's steel business into an independent publicly traded company. Upon completion of the spinoff, TimkenSteel will be North America's only focused special bar quality steelmaker, with annual revenues of approximately $1.4 billion based on 2013 segment sales.

TimkenSteel Corporation Logo. (PRNewsFoto/The Timken Company) (PRNewsFoto/THE TIMKEN COMPANY)

(Logo: http://photos.prnewswire.com/prnh/20100210/TIMKENLOGO )
(Logo: http://photos.prnewswire.com/prnh/20140130/CL55315LOGO )

"Filing the initial Form 10 is a significant milestone in the process of establishing TimkenSteel as a stand-alone publicly traded company," said James W. Griffith, president and chief executive officer. "The Form 10 offers current shareholders and future investors a first look at TimkenSteel, its business model and markets.

"We remain excited about the future prospects for both Timken and TimkenSteel, which have the excellent talent, high-quality products and services, and strong market positions necessary for long-term growth and strategic success," Griffith said. "The project to separate the steel business is moving along quite well and remains on track, and we expect TimkenSteel to be operating independently, with its shares trading on the New York Stock Exchange, later this summer.

"As to the new name, we chose 'TimkenSteel Corporation' to reflect both the focus of the new independent steel business and our century-plus legacy of delivering Timken engineered products and services tailored to meet the toughest application needs," he added.

Timken expects the spinoff to be tax-free to shareholders, with TimkenSteel common shares listed on the New York Stock Exchange under the ticker symbol "TMST."

Completion of the transaction requires further work on structure, management, governance and other matters, and is subject to customary conditions and final approval of The Timken Company's Board of Directors.

A copy of the initial Form 10 is available at www.sec.gov under the name of TimkenSteel Corporation. Additionally, the initial Form 10 and related materials can be found on The Timken Company's Investor Relations website at www.timken.com.

About TimkenSteel Corporation
Upon completion of the planned spinoff from Timken, TimkenSteel Corporation will be North America's only focused special bar quality steelmaker, with a business model that provides tailored products and services for customers' most demanding applications. TimkenSteel will be headquartered in Canton, Ohio, with 3,000 people operating from six countries.

About The Timken Company
The Timken Company (NYSE: TKR; www.timken.com), a global industrial technology leader, applies its deep knowledge of materials, friction management and power transmission to improve the reliability and efficiency of industrial machinery and equipment all around the world. The company engineers, manufactures and markets mechanical components and high-performance steel. Timken^® bearings, engineered steel bars and tubes—as well as transmissions, gearboxes, chain, related products and services—support diversified markets worldwide. With sales of $4.3 billion in 2013 and approximately 19,000 people operating from 28 countries, Timken makes the world more productive and keeps industry in motion.

Certain statements in this news release (including statements regarding the company's forecasts, estimates and expectations) that are not historical in nature are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, the statements related to expectations regarding each company's future financial performance, plans for executing the spinoff, the taxable nature of the spinoff, future prospects of the companies as independent companies, revenue and market growth and similar statements are forward-looking. The company cautions that actual results may differ materially from those projected or implied in forward-looking statements due to a variety of important factors, including: each company's ability to respond to the changes in its end markets that could affect demand for the company's products; unanticipated changes in business relationships with customers or their purchases from each company; changes in the financial health of each company's customers, which may have an impact on each company's revenues, earnings and impairment charges; fluctuations in raw material and energy costs and their impact on the operation of each company's surcharge mechanisms; the impact of each company's last-in, first-out accounting; weakness in global or regional economic conditions and financial markets; changes in the expected costs associated with product warranty claims; the ability to achieve satisfactory operating results in the integration of acquired companies; the impact on operations of general economic conditions; higher or lower raw material and energy costs; fluctuations in customer demand; the impact on each company's pension obligations due to changes in interest rates or investment performance; each company's ability to achieve the benefits of announced programs, initiatives, and capital investments; each company's ability to fund its pension plans; the timing and amount of any additional repurchases of the company's common shares; the timing and amount of dividends on the company's common shares; uncertainties that may delay or negatively impact the spinoff or cause the spinoff to not occur; changes to the actual amount of one-time transaction costs compared to the company's estimate; the inability to establish or maintain certain business relationships between both companies; and disruptions to operations as a result of effecting the spinoff. Additional factors are discussed in the company's filings with the Securities and Exchange Commission, including the company's Annual Report on Form 10-K for the year ended Dec. 31, 2012, quarterly reports on Form 10-Q and current reports on Form 8-K. Except as required by the federal securities laws, the company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Media Contact:
Pat Carlson
Global Media Relations
1835 Dueber Avenue, S.W.
Canton, OH 44706-0927 U.S.A.
Telephone: (330)471-3514
[email protected]

Investor Contact:
Steve Tschiegg
Director – Capital Markets & Investor Relations
1835 Dueber Avenue, S.W.
Canton, OH 44706-0927 U.S.A.
Telephone: (330)471-7446
[email protected]

SOURCE The Timken Company