10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to             

Commission file number: 1-1169

THE TIMKEN COMPANY

(Exact name of registrant as specified in its charter)

OHIO	34-0577130
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1835 Dueber Ave., SW,  Canton, OH	44706-2798
(Address of principal executive offices)	(Zip Code)

330.438.3000

(Registrant’s telephone number, including area code)

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YesýNo¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YesýNo¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes¨Noý

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at June 30, 2013
Common Shares, without par value	95,006,238 shares

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE TIMKEN COMPANY AND SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
(Dollars in millions, except per share data)
Net sales	$	1,126.5		$	1,343.2		$	2,216.4		$	2,764.2
Cost of products sold	824.4			965.9			1,639.8			1,975.3
Gross Profit	302.1			377.3			576.6			788.9
Selling, general and administrative expenses	159.6			163.0			313.2			327.7
Impairment and restructuring charges	6.7			16.7			7.9			16.9
Operating Income	135.8			197.6			255.5			444.3
Interest expense	(6.2		)	(8.1		)	(12.6		)	(16.7		)
Interest income	0.5			0.7			1.0			1.4
Continued Dumping & Subsidy Offset Act    (CDSOA) receipts, net of expense	—			109.5			(0.4		)	109.5
Other (expense), net	(1.2		)	(3.8		)	(0.8		)	(5.1		)
Income Before Income Taxes	128.9			295.9			242.7			533.4
Provision for income taxes	46.1			112.5			84.9			194.0
Net Income	82.8			183.4			157.8			339.4
Less: Net (loss) income attributable to noncontrolling interest	—			(0.2		)	(0.1		)	0.1
Net Income attributable to The Timken Company	$	82.8		$	183.6		$	157.9		$	339.3
Net Income per Common Share attributable to The   Timken Company Common Shareholders
Basic earnings per share	$	0.86		$	1.88		$	1.64		$	3.47
Diluted earnings per share	$	0.86		$	1.86		$	1.63		$	3.44
Dividends per share	$	0.23		$	0.23		$	0.46		$	0.46

Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
(Dollars in millions)
Net Income	$	82.8		$	183.4		$	157.8		$	339.4
Other comprehensive income, net of tax:
Foreign currency translation adjustments	(18.4		)	(39.4		)	(34.5		)	(16.0		)
Pension and postretirement liability adjustment	27.2			9.7			56.8			22.0
Change in fair value of marketable securities	—			—			—			(0.5		)
Change in fair value of derivative financial instruments	0.4			0.4			1.2			1.4
Other comprehensive income (loss)	9.2			(29.3		)	23.5			6.9
Comprehensive Income	92.0			154.1			181.3			346.3
Less: comprehensive (loss) income attributable to   noncontrolling interest	(4.3		)	(0.2		)	(4.4		)	—
Comprehensive Income attributable to The Timken Company	$	96.3		$	154.3		$	185.7		$	346.3

See accompanying Notes to the Consolidated Financial Statements.

2

Consolidated Balance Sheets

	(Unaudited)
	June 30, 2013			December 31, 2012
(Dollars in millions)
ASSETS
Current Assets
Cash and cash equivalents	$	396.8		$	586.4
Accounts receivable, less allowances: 2013 – $11.3 million; 2012 – $12.1 million	624.2			546.7
Inventories, net	818.6			862.1
Deferred income taxes	69.1			98.6
Deferred charges and prepaid expenses	31.5			12.6
Other current assets	62.9			67.7
Total Current Assets	2,003.1			2,174.1
Property, Plant and Equipment, net	1,469.1			1,405.3
Other Assets
Goodwill	362.5			338.9
Other intangible assets	226.7			224.7
Deferred income taxes	6.3			62.5
Other non-current assets	38.6			39.2
Total Other Assets	634.1			665.3
Total Assets	$	4,106.3		$	4,244.7
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term debt	$	7.0		$	14.3
Accounts payable, trade	241.9			216.2
Salaries, wages and benefits	164.4			213.9
Income taxes payable	84.2			33.5
Deferred income taxes	7.3			2.9
Other current liabilities	157.9			177.5
Current portion of long-term debt	0.2			9.6
Total Current Liabilities	662.9			667.9
Non-Current Liabilities
Long-term debt	455.3			455.1
Accrued pension cost	245.9			391.4
Accrued postretirement benefits cost	360.6			371.8
Deferred income taxes	10.6			4.9
Other non-current liabilities	43.2			107.0
Total Non-Current Liabilities	1,115.6			1,330.2
Shareholders’ Equity
Class I and II Serial Preferred Stock, without par value:
Authorized – 10,000,000 shares each class, none issued	—			—
Common stock, without par value:
Authorized – 200,000,000 shares
Issued (including shares in treasury) (2013 – 98,375,135 shares; 2012 – 98,375,135 shares)
Stated capital	53.1			53.1
Other paid-in capital	889.6			891.4
Earnings invested in the business	2,524.9			2,411.2
Accumulated other comprehensive loss	(985.4		)	(1,013.2		)
Treasury shares at cost (2013 – 3,368,897 shares; 2012 – 2,476,921 shares)	(170.6		)	(110.3		)
Total Shareholders’ Equity	2,311.6			2,232.2
Noncontrolling Interest	16.2			14.4
Total Equity	2,327.8			2,246.6
Total Liabilities and Shareholders’ Equity	$	4,106.3		$	4,244.7

See accompanying Notes to the Consolidated Financial Statements.

3

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2013			2012
(Dollars in millions)
CASH PROVIDED (USED)
Operating Activities
Net income attributable to The Timken Company	$	157.9		$	339.3
Net (loss) income attributable to noncontrolling interest	(0.1		)	0.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	97.1			99.8
Loss on sale of assets	2.4			2.9
Deferred income tax provision	51.3			4.2
Stock-based compensation expense	8.4			9.3
Pension and other postretirement expense	43.8			50.4
Pension contributions and other postretirement benefit payments	(127.8		)	(225.9		)
Changes in operating assets and liabilities:
Accounts receivable	(73.9		)	(74.5		)
Inventories	45.9			15.1
Accounts payable, trade	25.2			(2.1		)
Other accrued expenses	(78.7		)	(77.2		)
Income taxes	1.4			102.9
Other, net	(13.4		)	(7.9		)
Net Cash Provided by Operating Activities	139.5			236.4
Investing Activities
Capital expenditures	(145.2		)	(115.3		)
Acquisitions, net of cash received	(67.3		)	(0.2		)
Proceeds from disposals of property, plant and equipment	1.1			1.4
Investments in short-term marketable securities, net	7.0			18.2
Other	0.8			2.6
Net Cash Used by Investing Activities	(203.6		)	(93.3		)
Financing Activities
Cash dividends paid to shareholders	(44.2		)	(44.9		)
Net proceeds from common share activity	18.6			19.8
Purchase of treasury shares	(81.8		)	(51.7		)
Payments on long-term debt	(9.8		)	(6.9		)
Short-term debt activity, net	(6.8		)	(13.7		)
Decrease in restricted cash	—			3.6
Proceeds from sale of shares in subsidiary	8.9			—
Net Cash Used by Financing Activities	(115.1		)	(93.8		)
Effect of exchange rate changes on cash	(10.4		)	(4.2		)
(Decrease) increase In Cash and Cash Equivalents	(189.6		)	45.1
Cash and cash equivalents at beginning of year	586.4			464.8
Cash and Cash Equivalents at End of Period	$	396.8		$	509.9

See accompanying Notes to the Consolidated Financial Statements.

4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars in millions, except per share data)

Note 1 - Basis of Presentation

The accompanying Consolidated Financial Statements (unaudited) for The Timken Company (the Company) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by the accounting principles generally accepted in the United States (U.S. GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures considered necessary for a fair presentation have been included. For further information, refer to the Consolidated Financial Statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Note 2 - Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," effective for annual and interim reporting periods beginning after December 15, 2012. The new accounting rules require all U.S. public companies to report the effect of items reclassified out of accumulated other comprehensive income on the respective line items of net income, net of tax, either on the face of the financial statements where net income is presented or in a tabular format in the notes to the financial statements. Effective January 1, 2013, the Company adopted ASU No. 2013-02. The new accounting rules expand the disclosure of other comprehensive income and had no impact on the Company's results of operations and financial condition. See Note 9 - Accumulated Other Comprehensive Loss for additional information on the new disclosure.

Note 3 - Acquisitions

On March 11, 2013, the Company completed the acquisition of Interlube Systems Ltd. (Interlube), which makes and markets automated lubrication delivery systems and related components to end market sectors including commercial vehicles, construction, mining, and heavy and general industries, for approximately $14.8 million, including cash acquired of approximately $0.3 million, that is subject to a post-closing indebtedness adjustment. Based in Plymouth, United Kingdom, Interlube employs about 90 employees and had 2012 sales of approximately $13 million. The results of Interlube are reported in the Mobile Industries segment.

On April 11, 2013, the Company completed the acquisition of the assets of Smith Services, Inc. (Smith Services), an electric motor repair specialist, for approximately $13.3 million. Based in Princeton, West Virginia and employing approximately 140 people, Smith Services had 2012 sales of approximately $17 million. The results for Smith Services are reported in the Process Industries segment.

On May 13, 2013, the Company completed the acquisition of Hamilton Gear Ltd., d/b/a Standard Machine (Standard Machine), which provides new gearboxes, gearbox service and repair, open gearing, large gear fabrication, machining and field technical services to end users in Canada and the western United States, for approximately $39.7 million in cash, including cash acquired of approximately $0.1 million that is subject to a post-closing indebtedness adjustment.  Based in Saskatoon, Saskatchewan, Canada, Standard Machine employs 125 people and serves a wide variety of industrial sectors including mining, oil and gas, and pulp and paper. In 2012, Standard Machine reported sales of approximately $31 million.  The results for Standard Machine are reported in the Process Industries segment.

.

5

Pro forma results of operations have not been presented because the effects of the acquisitions were not significant to the Company's income before income taxes or total assets in 2013. The following table presents the preliminary purchase price allocations, net of cash acquired, for acquisitions in 2013: 

	Initial Purchase  Price Allocation
Assets:
Accounts receivable, net	$	10.7
Inventories, net	12.7
Deferred charges and prepaid expenses	0.3
Other current assets	0.2
Property, plant and equipment, net	19.1
Goodwill	23.1
Other intangible assets	11.7
Total assets acquired	$	77.8
Liabilities:
Accounts payable, trade	$	4.1
Salaries, wages and benefits	1.3
Other current liabilities	1.0
Other non-current liabilities	4.1
Total liabilities assumed	$	10.5
Net assets acquired	$	67.3

The following table summarizes the preliminary purchase price allocation for identifiable intangible assets acquired in 2013:

	Initial Purchase Price Allocation
			Weighted - Average Life
Trade name	$	0.9	8 years
Know-how	6.7		15 years
All customer relationships	3.8		10 years
Non-compete agreements	0.3		4 years
Total intangible assets allocated	$	11.7

6

Note 4 - Inventories

The components of inventories were as follows:

	June 30, 2013			December 31, 2012
Manufacturing supplies	$	56.6		$	64.3
Raw materials	79.4			110.7
Work in process	284.2			278.1
Finished products	423.4			430.4
Subtotal	843.6			883.5
Allowance for obsolete and surplus inventory	(25.0		)	(21.4		)
Total Inventories, net	$	818.6		$	862.1

Inventories are valued at the lower of cost or market, with approximately 55% valued by the last-in, first-out (LIFO) method and the remaining 45% valued by the first-in, first-out (FIFO) method. The majority of the Company's domestic inventories are valued by the LIFO method and all of the Company's international (outside the United States) inventories are valued by the FIFO method.

An actual valuation of the inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must be based on management’s estimates of expected year-end inventory levels and costs. Because these calculations are subject to many factors beyond management’s control, annual results may differ from interim results as they are subject to the final year-end LIFO inventory valuation.

The LIFO reserve at June 30, 2013 and December 31, 2012 was $281.2 million and $280.6 million, respectively. The Company recognized an increase in its LIFO reserve of $4.5 million and $0.6 million during the second quarter and first six months of 2013, respectively, compared to an increase in its LIFO reserve of $0.1 million and $9.2 million during the second quarter and first six months of 2012, respectively.

Based on current expectations of inventory levels and costs, the Company expects to recognize a decrease of approximately $0.7 million in its LIFO reserve for the year ended December 31, 2013. The expected decrease in the LIFO reserve for 2013 reflects lower anticipated costs, especially scrap steel costs. A 1.0% increase in costs would increase the current LIFO expense estimate for 2013 by $5.8 million. A 1.0% increase in inventory quantities would have no effect on the current LIFO expense estimate for 2013.

Note 5 - Property, Plant and Equipment

The components of property, plant and equipment were as follows:

	June 30, 2013			December 31, 2012
Land and buildings	$	663.1		$	653.8
Machinery and equipment	3,249.1			3,138.3
Subtotal	3,912.2			3,792.1
Accumulated depreciation	(2,443.1		)	(2,386.8		)
Property, Plant and Equipment, net	$	1,469.1		$	1,405.3

Depreciation expense for the six months ended June 30, 2013 and 2012 was $88.0 million and $90.3 million, respectively. At June 30, 2013 and December 31, 2012, machinery and equipment included $82.6 million and $84.9 million, respectively, of capitalized software. Depreciation expense on capitalized software for the six months ended June 30, 2013 and 2012 was approximately $12.0 million and $11.6 million, respectively.

7

Note 6 - Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill for the six months ended June 30, 2013 were as follows:

	Mobile Industries		Process Industries		Aerospace			Steel		Total
Beginning balance	$	17.7	$	146.4	$	162.2		$	12.6	$	338.9
Acquisitions	5.5		17.6		—			—		23.1
Other	—		0.6		(0.1		)	—		0.5
Ending balance	$	23.2	$	164.6	$	162.1		$	12.6	$	362.5

The change related to acquisitions primarily reflects the preliminary purchase price allocation for the acquisition of Interlube completed on March 11, 2013, Smith Services completed on April 11, 2013 and Standard Machine completed on May 13, 2013. “Other” primarily includes foreign currency translation adjustments. The goodwill acquired from Smith Services of $0.9 million is tax-deductible and will be amortized over 15 years. See Note 3 - Acquisitions for additional information on the acquisitions listed above.

The following table displays intangible assets as of June 30, 2013 and December 31, 2012:

	As of June 30, 2013						As of December 31, 2012
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Customer relationships	$	163.3	$	44.9	$	118.4	$	159.6	$	38.1	$	121.5
Know-how	32.8		3.5		29.3		26.1		2.8		23.3
Industrial license  agreements	0.2		0.1		0.1		0.2		0.1		0.1
Land-use rights	8.8		4.3		4.5		8.6		4.1		4.5
Patents	2.2		1.7		0.5		2.5		1.8		0.7
Technology use	46.2		12.2		34.0		47.0		11.5		35.5
Trademarks	4.7		2.4		2.3		4.2		3.4		0.8
PMA licenses	8.8		3.8		5.0		8.8		3.6		5.2
Non-compete  agreements	4.7		3.6		1.1		4.4		3.3		1.1
Unpatented technology	7.2		7.2		—		7.2		6.7		0.5
	$	278.9	$	83.7	$	195.2	$	268.6	$	75.4	$	193.2
Intangible assets not subject to amortization:
Tradename	$	17.3	$	—	$	17.3	$	17.3	$	—	$	17.3
FAA air agency  certificates	14.2		—		14.2		14.2		—		14.2
	$	31.5	$	—	$	31.5	$	31.5	$	—	$	31.5
Total intangible assets	$	310.4	$	83.7	$	226.7	$	300.1	$	75.4	$	224.7

Amortization expense for intangible assets was $9.1 million and $9.5 million for the six months ended June 30, 2013 and June 30, 2012, respectively. Amortization expense for intangible assets is estimated to be $19.1 million for 2013; $18.7 million in 2014; $18.6 million in 2015; $18.3 million in 2016; and $17.9 million in 2017.

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Note 7 - Financing Arrangements

Short-term debt at June 30, 2013 and December 31, 2012 was as follows:

	June 30, 2013		December 31, 2012
Variable-rate lines of credit for certain of the Company’s foreign subsidiaries with   various banks with an interest rate of 1.33% at June 30, 2013 and interest rates   ranging from 0.61% to 2.28% at December 31, 2012.	$	7.0	$	14.3
Short-term debt	$	7.0	$	14.3

The lines of credit for certain of the Company’s foreign subsidiaries provide for short-term borrowings up to $217.0 million. Most of these lines of credit are uncommitted. At June 30, 2013, the Company’s foreign subsidiaries had borrowings outstanding of $7.0 million and guarantees of $0.3 million, which reduced the availability under these facilities to $209.7 million.

The Company has a $200 million Amended and Restated Asset Securitization Agreement (Asset Securitization Agreement), which matures on November 30, 2015. Under the terms of the Asset Securitization Agreement, the Company sells, on an ongoing basis, certain domestic trade receivables to Timken Receivables Corporation, a wholly-owned consolidated subsidiary, that in turn uses the trade receivables to secure borrowings, which are funded through a vehicle that issues commercial paper in the short-term market. Borrowings under the agreement are limited by certain borrowing base calculations. Any amounts outstanding under this Asset Securitization Agreement would be reported in short-term debt on the Company’s Consolidated Balance Sheet. As of June 30, 2013, there were no outstanding borrowings under the Asset Securitization Agreement. However, certain borrowing base limitations reduced the availability of the Asset Securitization Agreement to $188.4 million at June 30, 2013. The cost of this facility, which is the commercial paper rate plus program fees, is considered a financing cost and is included in interest expense in the Consolidated Statements of Income.

Long-term debt at June 30, 2013 and December 31, 2012 was as follows:

	June 30, 2013		December 31, 2012
Fixed-rate Medium-Term Notes, Series A, mature at various dates through May 2028, with interest rates ranging from 6.74% to 7.76%	$	175.0	$	175.0
Fixed-rate Senior Unsecured Notes, maturing on September 15, 2014, with an interest rate of 6.0%	249.9		249.9
Variable-rate State of Ohio Water Development Revenue Refunding Bonds, maturing on November 1, 2025 (0.14% at June 30, 2013)	12.2		12.2
Variable-rate State of Ohio Air Quality Development Revenue Refunding Bonds, maturing on November 1, 2025 (0.23% at June 30, 2013)	9.5		9.5
Variable-rate State of Ohio Pollution Control Revenue Refunding Bonds, maturing on June 1, 2033 (0.23% at June 30, 2013)	8.5		8.5
Other	0.4		9.6
	$	455.5	$	464.7
Less current maturities	0.2		9.6
Long-term debt	$	455.3	$	455.1

The Company has a $500 million Amended and Restated Credit Agreement (Senior Credit Facility), which matures on May 11, 2016. At June 30, 2013, the Company had no outstanding borrowings under the Senior Credit Facility but had letters of credit outstanding totaling $8.6 million, which reduced the availability under the Senior Credit Facility to $491.4 million. Under the Senior Credit Facility, the Company has two financial covenants: a consolidated leverage ratio and a consolidated interest coverage ratio. At June 30, 2013, the Company was in full compliance with both the covenants under the Senior Credit Facility.

In 2011, the Company was notified that its variable-rate State of Ohio Pollution Control Revenue Refunding Bonds, maturing on June 1, 2033, had lost their tax-exempt status and would now be taxable to its bondholders. As part of the negotiation with the Internal Revenue Service (IRS), the Company redeemed half of the balance during the third quarter of 2012. The Company now expects to pay off the remaining balance of $8.5 million on December 31, 2022.

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Note 8 - Equity

The changes in the equity components for the six months ended June 30, 2013 were as follows:

				The Timken Company Shareholders
	Total			Stated Capital		Other Paid-In Capital			Earnings Invested in the Business			Accumulated Other Comprehensive (Loss)			Treasury Stock			Non- controlling Interest
Balance at December 31, 2012	$	2,246.6		$	53.1	$	891.4		$	2,411.2		$	(1,013.2	)	$	(110.3	)	$	14.4
Net income	157.8								157.9									(0.1		)
Foreign currency translation  adjustment	(34.5		)									(30.2		)				(4.3		)
Pension and postretirement liability adjustment (net of the income tax benefit of $22.0 million)	56.8											56.8						—
Change in fair value of derivative  financial instruments	1.2											1.2
Change in ownership of non-controlling interest	8.9					2.7												6.2
Dividends – $0.46 per share	(44.2		)						(44.2		)
Excess tax benefit from stock  compensation	9.8					9.8
Stock-based compensation expense	8.4					8.4
Stock purchased at cost	(81.8		)												(81.8		)
Stock option exercise activity	5.4					(19.1		)							24.5
Restricted shares surrendered (issued)	1.1					(3.6		)							4.7
Shares surrendered for taxes	(7.7		)												(7.7		)
Balance at June 30, 2013	$	2,327.8		$	53.1	$	889.6		$	2,524.9		$	(985.4	)	$	(170.6	)	$	16.2

In April 2013, the Company's subsidiary in India, Timken India Limited, issued new shares for approximately $8.9 million, net of transactions costs, which diluted the Company's controlling interest from 80% to 75%.

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Note 9 - Accumulated Other Comprehensive Loss

The following table presents details about components of accumulated other comprehensive loss for the three and six months ended June 30, 2013, respectively:

	Foreign currency translation adjustments			Pension and postretirement liability adjustments			Change in fair value of derivative financial instruments			Total
Balance, March 31, 2013	$	32.9		$	(1,031.9	)	$	0.1		$	(998.9	)
Other comprehensive (loss) income before   reclassifications, before income tax	(18.4		)	2.9			0.9			(14.6		)
Amounts reclassified from accumulated other   comprehensive income, before income tax	—			34.9			(0.3		)	34.6
Income tax (benefit) expense	—			(10.6		)	(0.2		)	(10.8		)
Net current period other comprehensive (loss) income,   net of income taxes	(18.4		)	27.2			0.4			9.2
Non-controlling interest	4.3			—			—			4.3
Net current period comprehensive (loss) income, net of   income taxes and non-controlling interest	(14.1		)	27.2			0.4			13.5
Balance, June 30, 2013	$	18.8		$	(1,004.7	)	$	0.5		$	(985.4	)

	Foreign currency translation adjustments			Pension and postretirement liability adjustments			Change in fair value of derivative financial instruments			Total
Balance, December 31, 2012	$	49.0		$	(1,061.5	)	$	(0.7	)	$	(1,013.2	)
Other comprehensive (loss) income before   reclassifications, before income tax	(34.5		)	11.9			1.9			(20.7		)
Amounts reclassified from accumulated other   comprehensive income, before income tax	—			66.9			(0.2		)	66.7
Income tax (benefit) expense	—			(22.0		)	(0.5		)	(22.5		)
Net current period other comprehensive (loss) income,   net of income taxes	(34.5		)	56.8			1.2			23.5
Non-controlling interest	4.3			—			—			4.3
Net current period comprehensive (loss) income, net of   income taxes and non-controlling interest	(30.2		)	56.8			1.2			27.8
Balance, June 30, 2013	$	18.8		$	(1,004.7	)	$	0.5		$	(985.4	)

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The following table presents details about components of accumulated other comprehensive loss for the three and six months ended June 30, 2012, respectively:

	Foreign currency translation adjustments			Pension and postretirement liability adjustments			Change in fair value of marketable securities		Change in fair value of derivative financial instruments			Total
Balance, March 31, 2012	$	61.9		$	(916.0	)	$	0.2	$	0.7		$	(853.2	)
Other comprehensive (loss) income before   reclassifications, before income tax	(39.4		)	(6.4		)	—		0.9			(44.9		)
Amounts reclassified from accumulated   other comprehensive income, before   income tax	—			24.1			—		(0.2		)	23.9
Income tax (benefit) expense	—			(8.0		)	—		(0.3		)	(8.3		)
Net current period comprehensive (loss)   income, net of income taxes and   non-controlling interest	(39.4		)	9.7			—		0.4			(29.3		)
Balance, June 30, 2012	$	22.5		$	(906.3	)	$	0.2	$	1.1		$	(882.5	)

	Foreign currency translation adjustments			Pension and postretirement liability adjustments			Change in fair value of  marketable securities			Change in fair value of derivative financial instruments			Total
Balance, December 31, 2011	$	38.5		$	(928.3	)	$	0.6		$	(0.3	)	$	(889.5	)
Other comprehensive (loss) income before   reclassifications, before income tax	(16.0		)	(10.2		)	—			2.1			(24.1		)
Amounts reclassified from accumulated   other comprehensive income, before   income tax	—			48.6			(0.9		)	0.2			47.9
Income tax (benefit) expense	—			(16.4		)	0.4			(0.9		)	(16.9		)
Net current period other comprehensive   (loss) income, net of income taxes	(16.0		)	22.0			(0.5		)	1.4			6.9
Non-controlling interest	—			—			0.1			—			0.1
Net current period comprehensive (loss)   income, net of income taxes and   non-controlling interest	(16.0		)	22.0			(0.4		)	1.4			7.0
Balance, June 30, 2012	$	22.5		$	(906.3	)	$	0.2		$	1.1		$	(882.5	)

Other comprehensive (loss) income before reclassifications and income taxes includes the effect of foreign currency. The reclassification of the pension and postretirement liability adjustment was included in costs of products sold and selling, general and administrative expenses on the Consolidated Statements of Income. The reclassification of the remaining components of accumulated other comprehensive (loss) income were included in other income (expense), net on the Consolidated Statements of Income.

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Note 10 - Earnings Per Share

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the three months and six months ended June 30, 2013 and 2012:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Numerator:
Net income attributable to The Timken Company	$	82.8	$	183.6	$	157.9	$	339.3
Less: undistributed earnings allocated to nonvested stock	0.1		0.6		0.2		1.2
Net income available to common shareholders for basic   earnings per share and diluted earnings per share	$	82.7	$	183.0	$	157.7	$	338.1
Denominator:
Weighted average number of shares outstanding, basic	95,695,015		97,265,627		95,732,984		97,355,740
Effect of dilutive securities:
Stock options and awards based on the treasury    stock method	854,106		938,578		914,570		1,017,617
Weighted average number of shares outstanding,         assuming dilution of stock options and awards	96,549,121		98,204,205		96,647,554		98,373,357
Basic earnings per share	$	0.86	$	1.88	$	1.64	$	3.47
Diluted earnings per share	$	0.86	$	1.86	$	1.63	$	3.44

The exercise prices for certain stock options that the Company has awarded exceed the average market price of the Company’s common shares. Such stock options are antidilutive and were not included in the computation of diluted earnings per share. The antidilutive stock options outstanding during the three months ended June 30, 2013 and 2012 were 613,060 and 612,300, respectively. The antidilutive stock options outstanding during the six months ended June 30, 2013 and 2012 were 460,150 and 459,635, respectively.

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Note 11 - Segment Information

The primary measurement used by management to measure the financial performance of each segment is EBIT (earnings before interest and taxes).

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net sales to external customers:
Mobile Industries	$	392.5		$	448.2		$	789.5		$	917.3
Process Industries	316.7			336.6			600.6			690.7
Aerospace	82.0			87.2			164.5			178.5
Steel	335.3			471.2			661.8			977.7
	$	1,126.5		$	1,343.2		$	2,216.4		$	2,764.2
Intersegment sales:
Mobile Industries	$	0.6		$	0.2		$	0.7		$	0.2
Process Industries	0.7			1.1			2.0			2.6
Steel	18.8			28.6			38.4			57.6
	$	20.1		$	29.9		$	41.1		$	60.4
Segment EBIT:
Mobile Industries	$	52.4		$	48.8		$	103.6		$	135.5
Process Industries	54.6			71.3			97.2			153.6
Aerospace	7.9			7.9			16.5			18.6
Steel	42.3			88.9			78.1			176.9
Total EBIT for reportable segments	$	157.2		$	216.9		$	295.4		$	484.6
Unallocated corporate expenses	(22.8		)	(23.0		)	(42.7		)	(43.7		)
CDSOA receipts, net of expense	—			109.5			—			109.5
Interest expense	(6.2		)	(8.1		)	(12.6		)	(16.7		)
Interest income	0.5			0.7			1.0			1.4
Intersegment adjustments	0.2			(0.1		)	1.6			(1.7		)
Income before income taxes	$	128.9		$	295.9		$	242.7		$	533.4

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Note 12 - Impairment and Restructuring Charges

Impairment and restructuring charges by segment are comprised of the following:

For the three months ended June 30, 2013:

	Mobile Industries		Total
Severance and related benefit costs	$	6.0	$	6.0
Exit costs	0.7		0.7
Total	$	6.7	$	6.7

For the three months ended June 30, 2012:

	Mobile Industries		Process Industries		Total
Severance and related benefit costs	$	16.2	$	0.3	$	16.5
Exit costs	0.2		—		0.2
Total	$	16.4	$	0.3	$	16.7

For the six months ended June 30, 2013:

	Mobile Industries		Process Industries		Total
Severance and related benefit costs	$	6.8	$	0.2	$	7.0
Exit costs	0.9		—		0.9
Total	$	7.7	$	0.2	$	7.9

For the six months ended June 30, 2012:

	Mobile Industries		Process Industries		Total
Severance expense and related benefit costs	$	16.3	$	0.3	$	16.6
Exit costs	0.3		—		0.3
Total	$	16.6	$	0.3	$	16.9

The following discussion explains the impairment and restructuring charges recorded for the periods presented; however, it is not intended to reflect a comprehensive discussion of all amounts in the tables above.

Mobile Industries

In May 2012, the Company announced the closure of its manufacturing facility in St. Thomas, Ontario, Canada (St. Thomas), which was expected to be completed in approximately one year, and was intended to consolidate bearing production at this plant with its existing U.S. operations to better align the Company's manufacturing footprint and customer base. The Company also moved customer service for the Canadian market to its offices in Toronto. The Company completed the closure of this manufacturing facility on March 31, 2013. The closure of the St. Thomas manufacturing facility displaced 190 employees. The Company expects to incur pretax costs of approximately $55 million to $65 million in connection with this closure, of which approximately $20 million to $25 million is expected to be pretax cash costs.

15

The Company has incurred pretax costs related to this closure of approximately $38.9 million as of June 30, 2013, including rationalization costs recorded in cost of products sold. During the second quarter of 2013, the Company recorded $5.5 million of severance and related benefits, including pension settlement charges of $5.2 million. During the first six months of 2013, the Company recorded $6.3 million of severance and related benefits related to this closure. During the second quarter of 2012, the Company recorded $16.5 million of severance and related benefits, including a curtailment of pension benefits of $10.7 million.

In March 2007, the Company announced the closure of its manufacturing facility in Sao Paulo, Brazil (Sao Paulo). The Company completed the closure of this manufacturing facility on March 31, 2010. Pretax costs associated with the closure could be as high as approximately $60 million, which includes restructuring costs and rationalization costs recorded in cost of products sold and selling, general and administrative expenses. Mobile Industries has incurred cumulative pretax costs of approximately $58.4 million as of June 30, 2013 related to this closure. During the first six months of 2012, the Company recorded $2.9 million of exit costs associated with the closure of this facility, primarily related to environmental remediation costs. The Company accrues environmental remediation costs when they are probable and estimable.

The following is a rollforward of the consolidated restructuring accrual for the six months ended June 30, 2013 and the twelve months ended December 31, 2012:

	June 30, 2013			December 31, 2012
Beginning balance, January 1	$	17.6		$	21.8
Expense	2.7			12.2
Payments	(8.3		)	(16.4		)
Ending balance	$	12.0		$	17.6

The restructuring accrual at June 30, 2013 and December 31, 2012 was included in other current liabilities on the Consolidated Balance Sheets. The restructuring accrual at June 30, 2013 excluded costs related to the settlement of pension benefit plans of $5.2 million. The restructuring accrual at June 30, 2013 included $4.8 million of environmental remediation costs, of which $3.9 million relates to Sao Paulo. The Company adjusts environmental remediation accruals based on the best available estimate of costs to be incurred, the timing and extent of remedial actions required by governmental authorities and the amount of the Company's liability in proportion to other responsible parties. The Company's estimated total liability for this site ranges from a minimum of $3.9 million to a maximum of $7.7 million. It is possible that the estimates may change in the near term.

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Note 13 - Retirement and Postretirement Benefit Plans

The following table sets forth the net periodic benefit cost for the Company’s defined benefit pension and postretirement benefit plans. The amounts for the three months and six months ended June 30, 2013 are based on actuarial calculations prepared during the second quarter of 2013. These updated calculations may result in a different net periodic benefit cost for 2013. The net periodic benefit cost recorded for the three months and six months ended June 30, 2013 is the Company’s best estimate of each period’s proportionate share of the amounts to be recorded for the year ending December 31, 2013.

	Pension						Postretirement
	Three Months Ended June 30,						Three Months Ended June 30,
	2013			2012			2013			2012
Components of net periodic benefit cost:
Service cost	$	9.2		$	8.4		$	0.7		$	0.5
Interest cost	33.3			37.8			5.1			6.7
Expected return on plan assets	(58.9		)	(55.3		)	(3.0		)	(2.5		)
Amortization of prior service cost	1.1			2.4			—			—
Amortization of net actuarial loss	29.1			20.5			(0.5		)	0.2
Pension curtailments and settlements	5.2			10.7			—			—
Net periodic benefit cost	$	19.0		$	24.5		$	2.3		$	4.9

	Pension						Postretirement
	Six Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Components of net periodic benefit cost:
Service cost	$	19.3		$	17.2		$	1.5		$	1.2
Interest cost	67.3			75.6			10.8			13.9
Expected return on plan assets	(116.2		)	(110.5		)	(5.8		)	(5.3		)
Amortization of prior service cost (credit)	2.3			4.7			(0.1		)	(0.1		)
Amortization of net actuarial loss	58.3			41.7			1.2			1.3
Pension curtailments and settlements	5.2			10.7			—			—
Net periodic benefit cost	$	36.2		$	39.4		$	7.6		$	11.0

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Note 14 - Income Taxes

The Company's provision for income taxes in interim periods is computed by applying the appropriate estimated annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring or discrete items, including interest on prior - year tax liabilities, are recorded during the period(s) in which they occur.

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Provision for income taxes	$	46.1		$	112.5		$	84.9		$	194.0
Effective tax rate	35.8		%	38.0		%	35.0		%	36.4		%

The decrease in the effective tax rate in the second quarter of 2013 compared to the second quarter of 2012 was primarily due to higher earnings in certain foreign jurisdictions where the effective tax rate is less than 35%, higher tax benefits from the U.S. research tax credit and lower losses at certain foreign subsidiaries where no tax benefit could be recorded. These factors were partially offset by a lower U.S. manufacturing deduction and certain discrete tax expenses.

The decrease in the effective tax rate in the first six months of 2013 compared to the first six months of 2012 was primarily due to higher earnings in certain foreign jurisdictions where the effective tax rate is less than 35%, higher tax benefits from the U.S. research tax credit and other discrete net income tax benefits. These factors were partially offset by U.S. state and local taxes and lower U.S. manufacturing deduction.

Note 15 - Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The FASB provides accounting rules that classify the inputs used to measure fair value into the following hierarchy:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3 – Unobservable inputs for the asset or liability.

The following table presents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2013:

	June 30, 2013
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	396.8	$	396.8	$	—	$	—
Short-term investments	24.9		24.9		—		—
Foreign currency hedges	2.1		—		2.1		—
Total Assets	$	423.8	$	421.7	$	2.1	$	—
Liabilities:
Foreign currency hedges	$	0.9	$	—	$	0.9	$	—
Total Liabilities	$	0.9	$	—	$	0.9	$	—

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Cash and cash equivalents are highly liquid investments with maturities of three months or less when purchased and are valued at the redemption value. Short-term investments are investments with maturities between four months and one year and are valued at the amortized cost. The Company uses publicly available foreign currency forward and spot rates to measure the fair value of its foreign currency forward contracts.

The Company does not believe it has significant concentrations of risk associated with the counterparts to its financial instruments.

Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, accounts receivable, net, accounts payable, trade, short-term borrowings and long-term debt. Due to their short-term nature, the carrying value of cash and cash equivalents, short-term investments, accounts receivable, net, accounts payable, trade and short-term borrowings are a reasonable estimate of their fair value. The fair value of the Company’s long-term fixed-rate debt, based on quoted market prices, was $460.6 million and $481.3 million at June 30, 2013 and December 31, 2012, respectively. The carrying value of this debt was $424.9 million at June 30, 2013 and December 31, 2012. The fair value of long-term fixed debt was measured using Level 2 inputs.

Note 16 - Continued Dumping and Subsidy Offset Act (CDSOA)

CDSOA provides for distribution of monies collected by U.S. Customs and Border Protection (U.S. Customs) from antidumping cases to qualifying domestic producers where the domestic producers have continued to invest in their technology, equipment and people.

In September 2002, the World Trade Organization (WTO) ruled that CDSOA payments are not consistent with international trade rules. In February 2006, U.S. legislation was enacted that ended CDSOA distributions for dumped imports covered by antidumping duty orders entering the United States after September 30, 2007. Instead, any such antidumping duties collected would remain with the U.S. Treasury. Several countries have objected that this U.S. legislation is not consistent with WTO rulings, and were granted retaliation rights by the WTO, typically in the form of increased tariffs on some imported goods from the United States. The European Union and Japan have been retaliating in this fashion against the operation of U.S. law.

In 2006, the U.S. Court of International Trade (CIT) ruled, in two separate decisions, that the procedure for determining recipients eligible to receive CDSOA distributions was unconstitutional. In addition, several other court cases challenging various provisions of CDSOA were ongoing. As a result, from 2006 through 2010, U.S. Customs withheld a portion of the amounts that would otherwise have been distributed under CDSOA.

In February 2009, the U.S. Court of Appeals for the Federal Circuit reversed both of the 2006 decisions of the CIT. Later in December 2009, a plaintiff petitioned the U.S. Supreme Court to hear a further appeal, but the Supreme Court declined the petition, allowing the appellate court reversals to stand. At that time, several court cases challenging various provisions of the CDSOA were still unresolved, so U.S. Customs accepted the CIT’s recommendation to continue to withhold CDSOA receipts related to 2006 through 2010 until January 2012.

U.S. Customs began distributing the withheld funds to affected domestic producers in early April 2012. In April 2012, the Company received CDSOA distributions of $112.8 million in the aggregate for amounts originally withheld from 2006 through 2010.

While some of the challenges to CDSOA have been resolved, others are still in litigation. Since there continue to be legal challenges to CDSOA, U.S. Customs has advised all affected domestic producers that it is possible that CDSOA distributions could be subject to clawback. Management of the Company believes that the likelihood of clawback is remote.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in millions, except per share data)

Overview

Introduction:

The Timken Company, a global industrial technology leader, applies its deep knowledge of materials, friction management and mechanical power transmission to improve the reliability and efficiency of industrial machinery and equipment all around the world. The Company engineers, manufactures and markets high-performance mechanical components and engineered steel. Timken^® bearings, alloy steel bars and tubes, as well as transmissions, gearboxes, chain, and related products and services, support diversified markets worldwide through the original equipment manufacturers and aftermarket channels. The Company operates under four segments: (1) Mobile Industries; (2) Process Industries; (3) Aerospace; and (4)Steel. The following further describes these business segments:

• Mobile Industries provides bearings, power transmission components, engineered chain, lubrication devices and systems, augers and related products and services to original equipment manufacturers and suppliers of agricultural, construction and mining equipment; passenger cars, light trucks, medium- and heavy-duty trucks; rail cars and locomotives. Aftermarket sales are handled through the Company's extensive network of authorized automotive and heavy truck distributors.

• Process Industries supplies bearings, power transmission components, engineered chains, and related products and services to original equipment manufacturers and suppliers of power transmission, energy and heavy industrial machinery and equipment. This includes rolling mills, cement and aggregate processing equipment, paper mills, sawmills, printing presses, cranes, hoists, drawbridges, wind energy turbines, gear drives, drilling equipment, coal conveyors, coal crushers, marine equipment and food processing equipment. This segment also supports aftermarket needs through its global network of authorized industrial distributors as well as through its industrial services team, which offers end users a broad portfolio of capabilities that include bearing, gearbox and electric motor repair and services.

• Aerospace provides bearings, helicopter transmission systems, rotor head assemblies, turbine engine components, gears and other precision flight-critical components for commercial and military aviation applications. It also provides aftermarket services, including repair and overhaul of engines, transmissions and fuel controls, as well as aerospace bearing repair and component reconditioning. Additionally, this segment manufactures precision bearings, complex assemblies and sensors for manufacturers of health and critical motion control equipment.

• Steel produces more than 450 grades of high-performance carbon and alloy steel, sold as ingots, bars and tubes in a variety of chemistries, lengths and finishes. The segment's metallurgical expertise and unique operational capabilities drive customized solutions for the mobile, industrial and energy sectors, sold directly to original equipment manufacturers or through its authorized steel distributors. Timken^® engineered steels drive value in a wide variety of end products including: oil country drill pipe, bits and collars; gears, hubs, axles, crankshafts and connecting rods; bearing races and rolling elements; and bushings, fuel injectors and wind energy shafts.

20

The Company's strategy balances corporate aspirations for sustained growth and a determination to optimize the Company's existing business portfolio, thereby generating strong earnings and cash flows. The Company pursues its strategy to create value by:

• Applying its knowledge of metallurgy, friction management and mechanical power transmission to create unique solutions used in demanding applications that create value for its customers. The Company seeks to grow in attractive market sectors, with particular emphasis on those industrial markets that value the reliability and efficiency offered by the Company's products and that create significant aftermarket demand, thereby providing a lifetime of opportunity in both product sales and services.

• Differentiating its businesses and its products, offering a broad array of mechanical power transmission components, high-performance steel and related solutions and services. For example, the new Technology and Test Center, opened recently in North Canton, Ohio, in collaboration with Stark State College, provides new testing capabilities for ultra-large bearings typically used in wind and other large industrial equipment. Furthermore, the new in-line forge press that came on stream at the Faircrest Steel Plant unlocks new market opportunities and operating efficiencies for Timken, with processing capabilities unique in the Americas.

• Expanding its reach, extending its knowledge, products, services and channels to meet customer needs wherever they are in the world. This includes further developing its existing product lines, for example adding new size ranges to its non-tapered bearing product lines, expanding its rail bearing reconditioning services to support new business as well as broadening its industrial services portfolio, most recently through the acquisition of electric motor repair and additional gearbox services. The Company also continues to expand its presence in new geographic spaces with an emphasis in Asia and India, where the Company has recently introduced a broader range of repair and refurbishment services.

• Performing with excellence, delivering exceptional results with a passion for superior execution. The Company drives execution by embracing a continuous improvement culture that is charged with lowering costs, eliminating waste, increasing efficiency, encouraging organizational agility and building greater brand equity. As part of this effort, the Company may also reposition underperforming product lines and segments and divest non-strategic assets.

The following items highlight the Company's more recent significant strategic accomplishments:

• On April 11, 2013, the Company acquired the assets of Smith Services, an electric motor repair specialist. Based in Princeton, West Virginia and employing approximately 140 people, Smith Services reported sales of approximately $17 million in 2012. Results for Smith Services are reported in the Process Industries segment.

• On May 13, 2013, the Company acquired Standard Machine, which provides new gearboxes, gearbox service and repair, open gearing, large gear fabrication, machining and field technical services to end users in Canada and the western United States. Based in Saskatoon, Saskatchewan, Canada, Standard Machine employs approximately 125 people and serves a wide variety of industrial sectors including mining, oil and gas, pulp and paper.  In 2012, Standard Machine reported sales of approximately $31 million.  Results for Standard Machine are reported in the Process Industries segment.

• On June 10, 2013, the Company announced that its Board of Directors formed a Strategy Committee to evaluate a potential separation of the Company's Steel business from its other businesses and to review the Company's corporate governance and capital allocation strategy. The Company expects to report on the results of the Strategy Committee's evaluation by the end of the third quarter.

21

Overview:

	Three Months Ended June 30,
	2013		2012		$ Change			% Change
Net sales	$	1,126.5	$	1,343.2	$	(216.7	)	(16.1	)%
Net income attributable to The Timken Company	82.8		183.6		(100.8		)	(54.9	)%
Diluted earnings per share	$	0.86	$	1.86	$	(1.00	)	(53.8	)%
Average number of shares – diluted	96,549,121		98,204,205		—			—

	Six Months Ended June 30,
	2013		2012		$ Change			% Change
Net sales	$	2,216.4	$	2,764.2	$	(547.8	)	(19.8	)%
Net income attributable to The Timken Company	157.9		339.3		(181.4		)	(53.5	)%
Diluted earnings per share	$	1.63	$	3.44	$	(1.81	)	(52.6	)%
Average number of shares – diluted	96,647,554		98,373,357		—			—

The Company reported net sales of approximately $1.1 billion for the second quarter of 2013, compared to approximately $1.3 billion in the second quarter of 2012, a decrease of 16.1%. Sales were lower across all business segments. The decrease in sales was primarily driven by lower volume and raw material surcharges, partially offset by the impact of acquisitions. For the second quarter of 2013, net income per diluted share was $0.86, compared to $1.86 per diluted share for the second quarter of 2012. The Company's net income for the second quarter of 2013 was lower than the second quarter of 2012 primarily due to CDSOA receipts, net of expense, of $109.5 million ($69.0 million after-tax or $0.70 per diluted share) received in the second quarter of 2012 (see Note 16 - Continued Dumping and Subsidy Offset Act (CDSOA) for additional information). In addition, net income was lower as a result of the impact of lower volume and unfavorable sales mix, partially offset by lower plant closure costs, raw material costs (net of surcharges) and lower selling, general and administrative expenses.

The Company reported net sales of approximately $2.2 billion for the first six months of 2013, compared to approximately $2.8 billion for 2012, a decrease of 19.8%. Sales were lower across all business segments. The decrease in sales was driven by lower volume and raw material surcharges, partially offset by the impact of acquisitions. For the first six months of 2013, net income per diluted share was $1.63 compared to $3.44 per diluted share for the first six months of 2012. The Company's earnings for the first six months of 2013 reflect lower CDSOA receipts, net of expense, lower volume, unfavorable sales mix and higher manufacturing costs. These decreases were partially offset by lower raw material costs (net of surcharges), logistics costs, selling, general and administrative expenses, plant closure costs and a favorable LIFO adjustment.

Outlook:

The Company expects 2013 full-year sales to be down approximately 10% compared to 2012, primarily driven by lower volume across all segments except the Aerospace segment, as well as lower raw material surcharges. The Company's earnings are expected to be lower in 2013 compared to 2012, primarily due to significantly lower CDSOA receipts and lower volume, partially offset by lower raw material costs (net of surcharges).

From a liquidity standpoint, the Company expects to generate cash from operations of approximately $475 million in 2013, a decrease of approximately 20% from 2012, as the Company anticipates lower net income and higher cash used for working capital items, partially offset by lower pension and postretirement contributions. Pension and postretirement contributions are expected to be approximately $115 million in 2013, compared to $376 million in 2012. The Company expects capital expenditures to be approximately $360 million in 2013, compared to $300 million in 2012. The expected increase in capital expenditures is primarily driven by several multi-year projects. See "Other Matters - Capital Expenditures" for more information about capital expenditures.

22

The Statement of Income

Sales by Segment:

	Three Months Ended June 30,
	2013		2012		$ Change			% Change
Mobile Industries	$	392.5	$	448.2	$	(55.7	)	(12.4	)%
Process Industries	316.7		336.6		(19.9		)	(5.9	)%
Aerospace	82.0		87.2		(5.2		)	(6.0	)%
Steel	335.3		471.2		(135.9		)	(28.8	)%
Total Company	$	1,126.5	$	1,343.2	$	(216.7	)	(16.1	)%

	Six Months Ended June 30,
	2013		2012		$ Change			% Change
Mobile Industries	$	789.5	$	917.3	$	(127.8	)	(13.9	)%
Process Industries	600.6		690.7		(90.1		)	(13.0	)%
Aerospace	164.5		178.5		(14.0		)	(7.8	)%
Steel	661.8		977.7		(315.9		)	(32.3	)%
Total Company	$	2,216.4	$	2,764.2	$	(547.8	)	(19.8	)%

Net sales for the second quarter of 2013decreased approximately $217 million, or 16.1%, compared to the second quarter of 2012, primarily due to lower volume of approximately $195 million and lower raw material surcharges of approximately $50 million, partially offset by the impact of acquisitions of approximately $20 million and higher pricing of approximately $5 million. The decrease in volume was due to lower demand across most of the Company's end market sectors.

Net sales for the first six months of 2013 decreased approximately $548 million, or 19.8%, compared to the first six months of 2012, primarily due to lower volume of approximately $460 million and lower raw material surcharges of approximately $120 million, partially offset by the impact of acquisitions of approximately $30 million and higher pricing of approximately $10 million. The decrease in volume was due to lower demand across most of the Company's end market sectors.

23

Gross Profit:

	Three Months Ended June 30,
	2013			2012			$ Change			Change
Gross profit	$	302.1		$	377.3		$	(75.2	)	(19.9)%
Gross profit % to net sales	26.8		%	28.1		%				(130) bps

	Six Months Ended June 30,
	2013			2012			$ Change			Change
Gross profit	$	576.6		$	788.9		$	(212.3	)	(26.9)%
Gross profit % to net sales	26.0		%	28.5		%				(250) bps

Gross profit decreased in the second quarter of 2013 compared to the second quarter of 2012 primarily due to the impact of lower volume of approximately $85 million and unfavorable mix of approximately $20 million. These factors were partially offset by lower raw material costs (net of surcharges) of approximately $10 million, lower manufacturing and logistics costs of approximately $10 million, the favorable impact of acquisitions of approximately $5 million and higher pricing of approximately $5 million.

Gross profit decreased in the first six months of 2013 compared to the first six months of 2012 primarily due to the impact of lower volume of approximately $205 million, unfavorable sales mix of approximately $40 million and higher manufacturing costs of approximately $20 million. These factors were partially offset by lower raw material costs (net of surcharges) of approximately $20 million, lower logistics costs of approximately $15 million, a favorable LIFO adjustment of approximately $10 million and the favorable impact of acquisitions of approximately $5 million.

Selling, General and Administrative Expenses:

	Three Months Ended June 30,
	2013			2012			$ Change			Change
Selling, general and administrative expenses	$	159.6		$	163.0		$	(3.4	)	(2.1)%
Selling, general and administrative expenses % to net sales	14.2		%	12.1		%	—			210 bps

	Six Months Ended June 30,
	2013			2012			$ Change			Change
Selling, general and administrative expenses	$	313.2		$	327.7		$	(14.5	)	(4.4)%
Selling, general and administrative expenses % to net sales	14.1		%	11.9		%	—			220 bps

The decrease in selling, general and administrative expenses in the second quarter of 2013 compared to the second quarter of 2012 was primarily due to lower expense related to incentive compensation plans of approximately $6 million, partially offset by the impact of acquisitions of $4 million.

The decrease in selling, general and administrative expenses in the first six months of 2013, compared to the first six months of 2012 was primarily due to lower expense related to incentive compensation plans of approximately $19 million, partially offset by the impact of acquisitions of $5 million.

24

Impairment and Restructuring:

	Three Months Ended June 30,
	2013		2012		$ Change
Severance and related benefit costs	$	6.0	$	16.5	$	(10.5	)
Exit costs	0.7		0.2		0.5
Total	$	6.7	$	16.7	$	(10.0	)

	Six Months Ended June 30,
	2013		2012		$ Change
Severance and related benefit costs	$	7.0	$	16.6	$	(9.6	)
Exit costs	0.9		0.3		0.6
Total	$	7.9	$	16.9	$	(9.0	)

Impairment and restructuring charges of $6.7 million and $7.9 million in the second quarter and first six months of 2013, respectively, were primarily due to the recognition of $5.5 million and $6.3 million, respectively, of severance and related benefits, including $5.2 million of pension settlement charges, related to the closure of the manufacturing facility in St. Thomas. Impairment and restructuring charges of $16.7 million and $16.9 million in the second quarter and first six months of 2012, respectively, were primarily due to the recognition of $16.5 million of severance and related benefits, including $10.7 million of pension curtailment, related to the announced closure of the manufacturing facility in St. Thomas.

Interest Expense and Income:

	Three Months Ended June 30,
	2013			2012			$ Change			% Change
Interest (expense)	$	(6.2	)	$	(8.1	)	$	1.9		(23.5	)%
Interest income	$	0.5		$	0.7		$	(0.2	)	(28.6	)%

	Six Months Ended June 30,
	2013			2012			$ Change			% Change
Interest expense	$	(12.6	)	$	(16.7	)	$	4.1		(24.6	)%
Interest income	$	1.0		$	1.4		$	(0.4	)	(28.6	)%

Interest expense for the second quarter and first six months of 2013decreased compared to the second quarter and first six months of 2012 primarily due to higher capitalized interest and lower average debt. Interest income for the second quarter and first six months of 2013decreased compared to the second quarter and first six months of 2012 primarily due to lower interest rates and lower cash balances.

25

Other (Expense) Income:

	Three Months Ended June 30,
	2013			2012			$ Change			% Change
CDSOA receipts, net of expense	$	—		$	109.5		$	(109.5	)	NM
Other (expense) income, net	$	(1.2	)	$	(3.8	)	$	2.6		(68.4	)%

	Six Months Ended June 30,
	2013			2012			$ Change			% Change
CDSOA receipts, net of expense	$	(0.4	)	$	109.5		$	(109.9	)	NM
Other (expense) income, net	$	(0.8	)	$	(5.1	)	$	4.3		(84.3	)%

CDSOA receipts are reported net of applicable expenses. The CDSOA provides for distribution of monies collected by U.S. Customs from antidumping cases to qualifying domestic producers where the domestic producers have continued to invest in their technology, equipment and people. Refer to Note 16 - Continued Dumping and Subsidy Offset Act (CDSOA) for additional information.

Other expense, net decreased in the second quarter and first six months of 2013 compared to the second quarter and first six months of 2012 primarily due to lower foreign currency exchange losses, losses from the disposal of fixed assets and donations.

Income Tax Expense:

	Three Months Ended June 30,
	2013			2012			$ Change			Change
Income tax expense	$	46.1		$	112.5		$	(66.4	)	(59.0	)%
Effective tax rate	35.8		%	38.0		%	—			(220	) bps

	Six Months Ended June 30,
	2013			2012			$ Change			Change
Income tax expense	$	84.9		$	194.0		$	(109.1	)	(56.2	)%
Effective tax rate	35.0		%	36.4		%	—			(140	) bps

The decrease in the effective tax rate in the second quarter of 2013 compared to the second quarter of 2012 was primarily due to higher earnings in certain foreign jurisdictions where the effective tax rate is less than 35%, higher tax benefits from the U.S. research tax credit and lower losses at certain foreign subsidiaries where no tax benefit could be recorded. These factors were partially offset by a lower U.S. manufacturing deduction and certain discrete tax expenses.

The decrease in the effective tax rate in the first six months of 2013 compared to the first six months of 2012 was primarily due to higher earnings in certain foreign jurisdictions where the effective tax rate is less than 35%, higher tax benefits from the U.S. research tax credit and other discrete net income tax benefits. These factors were partially offset by U.S. state and local taxes and a lower U.S. manufacturing deduction.

26

Business Segments

The primary measurement used by management to measure the financial performance of each segment is EBIT. Refer to Note 11 - Segment Information in the Notes to the Consolidated Financial Statements for the reconciliation of EBIT by segment to consolidated income before income taxes.

The presentation of segment results below includes a reconciliation of the changes in net sales for each segment reported in accordance with U.S. GAAP to net sales adjusted to remove the effects of acquisitions made in 2013 and 2012, respectively, and currency exchange rates. The effects of acquisitions and currency exchange rates on net sales are removed to allow investors and the Company to meaningfully evaluate the percentage change in net sales on a comparable basis from period to period. During the second quarter of 2013, the Company completed the acquisition of Standard Machine, as well as substantially all of the assets of Smith Services. During the fourth quarter of 2012, the Company completed the acquisition of substantially all the assets of Wazee Companies, LLC (Wazee). Results for Standard Machine, Smith Services and Wazee are reported in the Process Industries segment. During the first quarter of 2013, the Company completed the acquisition of Interlube. Results for Interlube are reported in the Mobile industries segment.

Mobile Industries Segment:

	Three Months Ended June 30,
	2013			2012			$ Change			Change
Net sales, including intersegment sales	$	393.1		$	448.4		$	(55.3	)	(12.3)%
EBIT	$	52.4		$	48.8		$	3.6		7.4%
EBIT margin	13.3		%	10.9		%	—			240	bps

	Three Months Ended June 30,
	2013		2012		$ Change			% Change
Net sales, including intersegment sales	$	393.1	$	448.4	$	(55.3	)	(12.3	)%
Less: Acquisitions	4.1		—		4.1			NM
Currency	0.8		—		0.8			NM
Net sales, excluding the impact of acquisitions and  currency	$	388.2	$	448.4	$	(60.2	)	(13.4	)%

	Six Months Ended June 30,
	2013			2012			$ Change			Change
Net sales, including intersegment sales	$	790.2		$	917.5		$	(127.3	)	(13.9)%
EBIT	$	103.6		$	135.5		$	(31.9	)	(23.5)%
EBIT margin	13.1		%	14.8		%	—			(170	) bps

	Six Months Ended June 30,
	2013			2012		$ Change			% Change
Net sales, including intersegment sales	$	790.2		$	917.5	$	(127.3	)	(13.9	)%
Less: Acquisitions	4.7			—		4.7			NM
Currency	(4.9		)	—		(4.9		)	NM
Net sales, excluding the impact of acquisitions and  currency	$	790.4		$	917.5	$	(127.1	)	(13.9	)%

27

The Mobile Industries segment's net sales, excluding the effects of acquisitions and currency-rate changes, decreased13.4% in the second quarter of 2013 compared to the second quarter of 2012. The decrease was primarily due to lower volume of approximately $60 million. The lower volume was seen across most market sectors led by a 22% decrease in off-highway, a 16% decrease in light vehicle and an 11% decrease in rail. The decrease in light vehicle market sales was primarily due to exited business. EBIT increased in the second quarter of 2013 compared to the second quarter of 2012 primarily due to lower plant closure costs of approximately $10 million, manufacturing costs of approximately $10 million and selling, general and administrative expenses of approximately $5 million, partially offset by the impact of lower volume of approximately $20 million.

The Mobile Industries segment's net sales, excluding the effects of acquisitions and currency-rate changes, decreased 13.9% in the first six months of 2013 compared to the first six months of 2012 as a result of lower volume of approximately $125 million. The lower volume was driven by a 22% decrease in off-highway, a 19% decrease in heavy truck and a 12% decrease in light vehicle. The decrease in light vehicle and heavy truck market sales was primarily due to exited business. EBIT was lower in the first six months of 2013 compared to the first six months of 2012 primarily due to the impact of lower volume of approximately $45 million and higher manufacturing costs of approximately $10 million, partially offset by lower plant closure costs of approximately $10 million and lower selling, general and administrative expenses of approximately $10 million.

Full-year sales for the Mobile Industries segment are expected to decrease 7% to 12% in 2013 compared to 2012. The expected decrease is primarily due to lower volume across most markets, led by a decrease in off-highway volume of approximately 19%, a decrease in heavy truck volume of approximately 15% and a decrease in light-vehicle volume of approximately 14%. EBIT for the Mobile Industries segment is expected to decline in 2013 compared to 2012 as a result of lower volume and exited business, partially offset by lower costs in restructuring, manufacturing, logistics and selling, general and administrative expenses.

Process Industries Segment:

	Three Months Ended June 30,
	2013			2012			$ Change			Change
Net sales, including intersegment sales	$	317.4		$	337.7		$	(20.3	)	(6.0)%
EBIT	$	54.6		$	71.3		$	(16.7	)	(23.4)%
EBIT margin	17.2		%	21.1		%	—			(390	) bps

	Three Months Ended June 30,
	2013		2012		$ Change			% Change
Net sales, including intersegment sales	$	317.4	$	337.7	$	(20.3	)	(6.0)%
Less: Acquisitions	15.3		—		15.3			NM
Currency	1.8		—		1.8			NM
Net sales, excluding the impact of acquisitions and  currency	$	300.3	$	337.7	$	(37.4	)	(11.1)%

28

	Six Months Ended June 30,
	2013			2012			$ Change			Change
Net sales, including intersegment sales	$	602.6		$	693.3		$	(90.7	)	(13.1)%
EBIT	$	97.2		$	153.6		$	(56.4	)	(36.7)%
EBIT margin	16.1		%	22.2		%				(610	) bps

	Six Months Ended June 30,
	2013			2012		$ Change			% Change
Net sales, including intersegment sales	$	602.6		$	693.3	$	(90.7	)	(13.1)%
Less: Acquisitions	22.5			—		22.5			NM
Currency	(0.1		)	—		(0.1		)	NM
Net sales, excluding the impact of acquisitions and  currency	$	580.2		$	693.3	$	(113.1	)	(16.3)%

The Process Industries segment's net sales, excluding the effects of acquisitions and currency-rate changes, decreased11.1% in the second quarter of 2013 compared to the same period in 2012. The decrease was primarily due to lower volume of approximately $25 million, partially offset by higher pricing of approximately $5 million. The lower volume was seen across most market sectors, driven by a decrease in industrial distribution of approximately 10%, a decrease in wind of approximately 25%, a decrease in marine of approximately 31% and a decrease in metals of approximately 33%. EBIT was lower in the second quarter of 2013 compared to the second quarter of 2012 primarily due to the impact of lower volume of approximately $20 million, partially offset by pricing of approximately $5 million and lower selling, general and administrative expenses of $3 million. EBIT margin decreased in the second quarter of 2013 compared to the second quarter of 2012 primarily due to lower volume in industrial distribution.

The Process Industries segment's net sales, excluding the effects of acquisitions and currency-rate changes, decreased 16.3% in the first six months of 2013 compared to the same period in 2012. The decrease was primarily due to lower volume of $125 million, partially offset by higher pricing of approximately $10 million. The lower volume was seen across most market sectors, driven by a decrease in industrial distribution of approximately 15%, a decrease in wind of approximately 40%, a decrease in marine of approximately 35% and a decrease in metals of approximately 32%. EBIT was lower in the first six months of 2013 compared to the first six months of 2012 primarily due to the impact of lower volume of approximately $60 million, higher manufacturing costs of approximately $10 million and unfavorable sales mix of $5 million, partially offset by pricing of approximately $10 million and lower selling, general and administrative expenses of approximately $5 million.

Full-year sales for the Process Industries segment are expected to decrease 2% to 7% in 2013 compared to 2012, driven by lower industrial distribution volume of approximately 6% and lower wind volume of approximately 16%, partially offset by acquisitions. Sales are expected to be higher during the second half of 2013 compared to the first half of 2013, driven by sales to industrial distribution. EBIT for the Process Industries segment is expected to be lower in 2013 compared to 2012 primarily due to the impact of lower volume, partially offset by higher pricing.

29

Aerospace Segment:

	Three Months Ended June 30,
	2013			2012			$ Change			Change
Net sales, including intersegment sales	$	82.0		$	87.2		$	(5.2	)	(6.0)%
EBIT	$	7.9		$	7.9		$	—		—
EBIT margin	9.6		%	9.1		%	—			50	bps

	Three Months Ended June 30,
	2013		2012		$ Change			% Change
Net sales, including intersegment sales	$	82.0	$	87.2	$	(5.2	)	(6.0	)%
Less: Currency	0.1		—		0.1			NM
Net sales, excluding the impact of currency	$	81.9	$	87.2	$	(5.3	)	(6.1	)%

	Six Months Ended June 30,
	2013			2012			$ Change			Change
Net sales, including intersegment sales	$	164.5		$	178.5		$	(14.0	)	(7.8	)%
EBIT	$	16.5		$	18.6		$	(2.1	)	(11.3	)%
EBIT margin	10.0		%	10.4		%				(40	) bps

	Six Months Ended June 30,
	2013		2012		$ Change			% Change
Net sales, including intersegment sales	$	164.5	$	178.5	$	(14.0	)	(7.8	)%
Less: Currency	—		—		—			NM
Net sales, excluding the impact of currency	$	164.5	$	178.5	$	(14.0	)	(7.8	)%

The Aerospace segment's net sales, excluding the impact of currency-rate changes, decreased6.1% in the second quarter of 2013 compared to the second quarter of 2012. The decrease was primarily due to lower volume of approximately $5 million. The lower volume was seen across most market sectors, led by a decrease in the motion control market sector of approximately 28%, partially offset by an increase in the general aviation market sector of approximately 6%. EBIT for the second quarter of 2013 was flat compared to the second quarter of 2012 primarily due to lower selling, general and administrative expenses, offset by the impact of lower volume.

The Aerospace segment's net sales, excluding the impact of currency-rate changes, decreased 7.8% in the first six months of 2013 compared to the first six months of 2012 primarily due to lower volume of approximately $15 million across most market sectors. The lower volume was seen across most market sectors, led by a decrease in the motion control market sector of approximately 28%. EBIT was slightly lower in the first six months of 2013 compared to the first six months of 2012 primarily due to the impact of lower volume of approximately $5 million and higher manufacturing costs of approximately $5 million, partially offset by lower selling, general and administrative expenses and higher pricing.

Full-year sales for the Aerospace segment are expected to increase by approximately 3% to 8% in 2013 compared to 2012, due to higher volume across most market sectors, led by an increase in civil aviation of approximately 10%, an increase in defense of approximately 6%, partially offset by a decrease in motion control of approximately 9%. EBIT for the Aerospace segment is expected to increase slightly in 2013 compared to 2012 primarily due to the impact of higher volume and higher pricing.

30

Steel Segment:

	Three Months Ended June 30,
	2013			2012			$ Change			Change
Net sales, including intersegment sales	$	354.1		$	499.8		$	(145.7	)	(29.2)%
EBIT	$	42.3		$	88.9		$	(46.6	)	(52.4)%
EBIT margin	11.9		%	17.8		%	—			(590	) bps

	Three Months Ended June 30,
	2013		2012		$ Change			% Change
Net sales, including intersegment sales	$	354.1	$	499.8	$	(145.7	)	(29.2	)%
Less: Currency	0.8		—		0.8			NM
Net sales, excluding the impact of currency	$	353.3	$	499.8	$	(146.5	)	(29.3	)%

	Six Months Ended June 30,
	2013			2012			$ Change			Change
Net sales, including intersegment sales	$	700.2		$	1,035.3		$	(335.1	)	(32.4	)%
EBIT	$	78.1		$	176.9		$	(98.8	)	(55.9	)%
EBIT margin	11.2		%	17.1		%	—			(590	) bps

	Six Months Ended June 30,
	2013		2012		$ Change			% Change
Net sales, including intersegment sales	$	700.2	$	1,035.3	$	(335.1	)	(32.4	)%
Less: Currency	0.9		—		0.9			NM
Net sales, excluding the impact of currency	$	699.3	$	1,035.3	$	(336.0	)	(32.5	)%

The Steel segment's net sales for the second quarter of 2013, excluding the effects of currency-rate changes, decreased 29.3% compared to the second quarter of 2012 primarily due to lower volume of approximately $95 million and lower raw material surcharges of approximately $50 million. The lower volume was led by a 38% decrease in industrial demand and a 33% decrease in oil and gas demand, partially offset by a 10% increase in mobile demand. Surcharges decreased to $78 million in the second quarter of 2013 from $127 million in the second quarter of 2012. Surcharges are a pricing mechanism that the Company uses to recover scrap steel and certain alloy costs, which are derived from published monthly indices. The lower surcharges were a result of lower market prices for certain input raw materials such as scrap steel and alloys, as well as lower volume.

	Three Months Ended June 30,
	2013		2012		$ Change			% Change
Scrap index per ton	$	401	$	460	$	(59	)	(12.8	)%
Shipments (in tons)	239,000		301,000		(62,000		)	(20.6	)%
Average selling price per ton, including surcharges	$	1,483	$	1,662	$	(179	)	(10.8	)%

The Steel segment's EBIT decreased in the second quarter of 2013 compared to the second quarter of 2012 primarily due to lower raw material surcharges of approximately $50 million, the impact of lower volume of approximately $40 million and unfavorable sales mix of approximately $20 million, partially offset by lower raw material costs of approximately $60 million. Raw material costs per ton consumed in the manufacturing process, including scrap steel and alloys decreased 17% in the second quarter of 2013 compared to the second quarter of 2012, to an average cost of $469 per ton. EBIT margin decreased in the second quarter of 2013 compared to the second quarter of 2012 primarily due to volume and unfavorable sales mix.

31

The Steel segment's net sales for the first six months of 2013, excluding the effects of currency-rate changes, decreased 32.5% compared to the first six months of 2012 primarily due to lower volume of approximately $210 million and lower surcharges of approximately $120 million. The lower volume was primarily driven by a 43% decrease in oil and gas demand and a 41% decrease in industrial demand, partially offset by a 16% increase in mobile demand. Surcharges decreased to $151 million in the first six months of 2013 from $271 million in the first six months of 2012. The lower surcharges were a result of lower market prices for certain input raw materials, especially scrap steel, nickel and molybdenum, and lower volume.

	Six Months Ended June 30,
	2013		2012		$ Change			% Change
Scrap index per ton	$	395	$	482	$	(87	)	(18.0	)%
Shipments (in tons)	471,000		619,000		(148,000		)	(23.9	)%
Average selling price per ton, including surcharges	$	1,485	$	1,672	$	(187	)	(11.2	)%

The Steel segment's EBIT decreased in the first six months of 2013 compared to the first six months of 2012 primarily due to lower raw material surcharges of $120 million, the impact of lower volume of approximately $90 million and unfavorable sales mix of $30 million, partially offset by lower raw material costs of $130 million and favorable logistics costs of $10 million. The lower raw material costs were driven by lower volume and lower material costs per ton. Raw material costs per ton consumed in the manufacturing process, including scrap steel, alloys and energy, decreased 18% in the first six months of 2013 over the comparable period in the prior year to an average cost of $465 per ton.

Full-year sales for the Steel segment are expected to decrease 15% to 20% for 2013 compared to 2012, primarily due to lower volume and lower surcharges. The Company expects lower volume to be driven by a decrease in oil and gas demand of approximately 21% and a decrease in industrial demand of approximately 22%, partially offset by an increase in mobile demand of approximately 9%. EBIT for the Steel segment is expected to decrease in 2013 compared to 2012, driven by lower surcharges, lower volume and unfavorable sales mix, partially offset by lower raw material costs. Scrap, alloy and energy costs are expected to decrease in the near term from current levels.

Corporate:

	Three Months Ended June 30,
	2013			2012			$ Change			Change
Corporate expenses	$	22.8		$	23.0		$	(0.2	)	(0.9)%
Corporate expenses % to net sales	2.0		%	1.7		%	—			30	bps

	Six Months Ended June 30,
	2013			2012			$ Change			Change
Corporate expenses	$	42.7		$	43.7		$	(1.0	)	(2.3	)%
Corporate expenses % to net sales	1.9		%	1.6		%	—			30	bps

32

The Balance Sheet

The following discussion is a comparison of the Consolidated Balance Sheets at June 30, 2013 and December 31, 2012.

Current Assets:

	June 30, 2013		December 31, 2012		$ Change			% Change
Cash and cash equivalents	$	396.8	$	586.4	$	(189.6	)	(32.3	)%
Accounts receivable, net	624.2		546.7		77.5			14.2	%
Inventories, net	818.6		862.1		(43.5		)	(5.0	)%
Deferred income taxes	69.1		98.6		(29.5		)	(29.9	)%
Deferred charges and prepaid expenses	31.5		12.6		18.9			150.0	%
Other current assets	62.9		67.7		(4.8		)	(7.1	)%
Total current assets	$	2,003.1	$	2,174.1	$	(171.0	)	(7.9	)%

Refer to the Consolidated Statement of Cash Flows for a discussion of the decrease in cash and cash equivalents. Accounts receivable increased as a result of higher sales during the second quarter of 2013 compared to the fourth quarter of 2012. Inventories decreased to match current demand primarily driven by the Steel segment. Deferred income taxes decreased while deferred charges and prepaid expenses increased due to a reclassification of income taxes related to intercompany inventory transactions. In addition, deferred income taxes also decreased due to the recognition of certain items of tax deduction, primarily related to accrued employee benefits and inventory, which are recognized in different periods for tax and financial reporting purposes.

Property, Plant and Equipment, Net: 

	June 30, 2013			December 31, 2012			$ Change			% Change
Property, plant and equipment	$	3,912.2		$	3,792.1		$	120.1		3.2	%
Accumulated depreciation	(2,443.1		)	(2,386.8		)	(56.3		)	2.4	%
Property, plant and equipment, net	$	1,469.1		$	1,405.3		$	63.8		4.5	%

The increase in property, plant and equipment in the first six months of 2013 was primarily due to current-year capital expenditures exceeding depreciation expense, as well as current-year acquisitions. See "Other Matters - Capital Expenditures" for more information.

Other Assets:

	June 30, 2013		December 31, 2012		$ Change			% Change
Goodwill	$	362.5	$	338.9	$	23.6		7.0	%
Other intangible assets	226.7		224.7		2.0			0.9	%
Deferred income taxes	6.3		62.5		(56.2		)	(89.9	)%
Other non-current assets	38.6		39.2		(0.6		)	(1.5	)%
Total other assets	$	634.1	$	665.3	$	(31.2	)	(4.7	)%

The increase in goodwill was primarily due to current-year acquisitions. The increase in other intangible assets was primarily due to acquisitions, partially offset by current-year amortization. The decrease in deferred income taxes was primarily due to the recognition of certain items of tax deduction, primarily related to accelerated tax depreciation, which are recognized in different periods for tax and financial reporting purposes, as well as the amortization of actuarial losses for defined benefit pension plans.

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Current Liabilities:

	June 30, 2013		December 31, 2012		$ Change			% Change
Short-term debt	$	7.0	$	14.3	$	(7.3	)	(51.0	)%
Accounts payable	241.9		216.2		25.7			11.9	%
Salaries, wages and benefits	164.4		213.9		(49.5		)	(23.1	)%
Income taxes payable	84.2		33.5		50.7			151.3	%
Deferred income taxes	7.3		2.9		4.4			151.7	%
Other current liabilities	157.9		177.5		(19.6		)	(11.0	)%
Current portion of long-term debt	0.2		9.6		(9.4		)	(97.9	)%
Total current liabilities	$	662.9	$	667.9	$	(5.0	)	(0.7	)%

The decrease in short-term debt during the first six months of 2013 was primarily due to a reduction in the utilization of the Company's foreign lines of credit in Europe. The decrease in accrued salaries, wages and benefits was the result of the payout of the 2012 performance-based compensation, partially offset by current-year accruals for performance-based compensation. The increase in income taxes payable in the first six months of 2013 was primarily due to the provision for current-year income taxes and a reclassification of uncertain tax positions from other non-current liabilities to income taxes payable. These increases were partially offset by current-year tax payments and the reclassification of $40 million of non-current deferred tax assets and $10 million of current deferred tax assets. The decrease in other current liabilities during the first six months of 2013 was primarily due to lower restructuring accruals. The decrease in current portion of long-term debt was primarily due to the payment of debt upon maturity.

Non-Current Liabilities:

	June 30, 2013		December 31, 2012		$ Change			% Change
Long-term debt	$	455.3	$	455.1	$	0.2		—	%
Accrued pension cost	245.9		391.4		(145.5		)	(37.2	)%
Accrued postretirement benefits cost	360.6		371.8		(11.2		)	(3.0	)%
Deferred income taxes	10.6		4.9		5.7			116.3	%
Other non-current liabilities	43.2		107.0		(63.8		)	(59.6	)%
Total non-current liabilities	$	1,115.6	$	1,330.2	$	(214.6	)	(16.1	)%

The decrease in accrued pension cost during the first six months of 2013 was primarily due to the Company's contributions of $110.2 million to its global defined benefit pension plans, as well as the expected return on pension assets exceeding service and interest cost. The decrease in other non-current liabilities was primarily due to a $60 million decrease in uncertain tax positions, which were reclassified to income taxes payable, as a result of the expected closure of tax audits for years 2006 through 2009 and the closure of the tax audits for 2010 through 2011.

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Shareholders’ Equity:

	June 30, 2013			December 31, 2012			$ Change			% Change
Common stock	$	942.7		$	944.5		$	(1.8	)	(0.2	)%
Earnings invested in the business	2,524.9			2,411.2			113.7			4.7	%
Accumulated other comprehensive loss	(985.4		)	(1,013.2		)	27.8			(2.7	)%
Treasury shares	(170.6		)	(110.3		)	(60.3		)	54.7	%
Noncontrolling interest	16.2			14.4			1.8			12.5	%
Total shareholders’ equity	$	2,327.8		$	2,246.6		$	81.2		3.6	%

Earnings invested in the business increased in the first six months of 2013 by net income attributable to the Company of $157.9 million, partially offset by dividends declared of $44.2 million. The decrease in accumulated other comprehensive loss was primarily due to a $56.8 million after-tax adjustment as a result of amortization of actuarial losses and prior-year service costs for defined benefit pension and postretirement plans, partially offset by a $34.5 million decrease in foreign currency translation. The foreign currency translation adjustments were due to the strengthening of the U.S. dollar relative to other currencies, such as the British Pound, the Australian Dollar, the Indian Rupee, the Brazilian Real and the Canadian Dollar. See "Other Matters - Foreign Currency" for further discussion regarding the impact of foreign currency translation. The increase in treasury shares was primarily due to the Company's purchase of 1.4 million of its common shares for an aggregate of $81.8 million, partially offset by shares issued for stock compensation plans during the first six months of 2013.

Cash Flows

	Six Months Ended June 30,
	2013			2012			$ Change
Net cash provided by operating activities	$	139.5		$	236.4		$	(96.9	)
Net cash used by investing activities	(203.6		)	(93.3		)	(110.3		)
Net cash used by financing activities	(115.1		)	(93.8		)	(21.3		)
Effect of exchange rate changes on cash	(10.4		)	(4.2		)	(6.2		)
(Decrease) increase in cash and cash equivalents	$	(189.6	)	$	45.1		$	(234.7	)

Operating activities provided net cash of $139.5 million in the first six months of 2013, after providing net cash of $236.4 million in the first six months of 2012. The change in cash from operating activities was primarily due to a decrease in net income, partially offset by lower pension contributions and other postretirement benefit payments and a decrease in cash used for working capital items, such as accounts payable and inventory. Net income attributable to The Timken Company decreased$181.4 million in the first six months of 2013 compared to the first six months of 2012. Pension contributions and other postretirement benefit payments were $127.8 million in the first six months of 2013, compared to $225.9 million in the first six months of 2012. Cash taxes were $32.1 million in the first six months of 2013, compared to $86.2 million in the first six months of 2012.

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The following chart displays the impact of working capital items on cash during the first six months of 2013 and 2012, respectively:

	Six Months Ended June 30,
	2013			2012
Cash Provided (Used):
Accounts receivable	$	(73.9	)	$	(74.5	)
Inventories	45.9			15.1
Trade accounts payable	25.2			(2.1		)
Other accrued expenses	(78.7		)	(77.2		)

Net cash used by investing activities of $203.6 million in the first six months of 2013increased from the same period in 2012 primarily due to a $29.9 millionincrease in capital expenditures and a $67.1 millionincrease in acquisitions, as well as a $11.2 million reduction in cash provided by investments in short-term marketable securities. Short-term marketable securities provided cash of $7.0 million in the first six months of 2013 after providing cash of $18.2 million in the first six months of 2012. The Company expects to increase capital expenditures to approximately $360 million in 2013 compared to $300 million in 2012. See "Other Matters - Capital Expenditures" for further discussion of the Company's multi-year capital expenditure projects.

Net cash used by financing activities was $115.1 million in the first six months of 2013 and $93.8 million in the first six months of 2012. The increase in cash used by financing activities was primarily due to a $30.1 millionincrease in the Company's repurchases of its common shares. The Company purchased 1.4 million of its common shares for an aggregate of $81.8 million during the first six months of 2013 after purchasing one million of its common shares for an aggregate of $51.7 million during the first six months of 2012.

Liquidity and Capital Resources:

Total debt was $462.5 million and $479.0 million at June 30, 2013 and December 31, 2012, respectively. At June 30, 2013, total debt of $462.5 million exceeded cash and cash equivalents of $396.8 million by $65.7 million. At December 31, 2012, cash and cash equivalents of $586.4 million exceeded total debt of $479.0 million by $107.4 million. The ratio of net debt to capital was 2.7% at June 30, 2013. The ratio of net cash to capital was 5.0% at December 31, 2012.

Reconciliation of total debt to net debt and the ratio of net debt (cash) to capital:

Net Debt:

	June 30, 2013		December 31, 2012
Short-term debt	$	7.0	$	14.3
Current portion of long-term debt	0.2		9.6
Long-term debt	455.3		455.1
Total debt	$	462.5	$	479.0
Less: Cash and cash equivalents	396.8		586.4
Net debt (cash)	$	65.7	$	(107.4	)

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Ratio of Net Debt to Capital:

	June 30, 2013			December 31, 2012
Net debt (cash)	$	65.7		$	(107.4	)
Shareholders’ equity	2,327.8			2,246.6
Net debt plus shareholders’ equity (capital)	$	2,393.5		$	2,139.2
Ratio of net debt (cash) to capital	2.7		%	(5.0)%

The Company presents net debt (cash) because it believes net debt (cash) is more representative of the Company's financial position than total debt due to the amount of cash and cash equivalents.

At June 30, 2013, the Company had no outstanding borrowings under its three-year Asset Securitization Agreement, which provides for aggregate borrowings up to $200 million. The Asset Securitization Agreement is subject to certain borrowing base limitations, which reduced the availability to $188.4 million at June 30, 2013. The Asset Securitization Agreement is secured by certain domestic trade receivables of the Company.

At June 30, 2013, the Company had no outstanding borrowings under its Senior Credit Facility, which provides for aggregate borrowings up to $500 million, but had letters of credit outstanding totaling $8.6 million, reducing the availability under the Senior Credit Facility to $491.4 million. The Senior Credit Facility matures on May 11, 2016. Under the Senior Credit Facility, the Company has two financial covenants: a consolidated leverage ratio and a consolidated interest coverage ratio. At June 30, 2013, the Company was in full compliance with the covenants under the Senior Credit Facility and its other debt agreements. The maximum consolidated leverage ratio permitted under the Senior Credit Facility is 3.25 to 1.0. As of June 30, 2013, the Company's consolidated leverage ratio was 0.64 to 1.0. The minimum consolidated interest coverage ratio permitted under the Senior Credit Facility is 4.0 to 1.0. As of June 30, 2013, the Company's consolidated interest coverage ratio was 22.07 to 1.0.

The interest rate under the Senior Credit Facility is based on the Company's consolidated leverage ratio. In addition, the Company pays a facility fee based on the consolidated leverage ratio multiplied by the aggregate commitments of all of the lenders under this agreement.

Other sources of liquidity include short-term lines of credit for certain of the Company's foreign subsidiaries, which provide for borrowings up to $217.0 million. The majority of these lines are uncommitted. At June 30, 2013, the Company had borrowings outstanding of $7.0 million and guarantees of $0.3 million, which reduced the availability under these facilities to $209.7 million.

The Company expects that any cash requirements in excess of cash on hand and cash generated from operating activities will be met by the committed funds available under its Asset Securitization Agreement and the Senior Credit Facility. Management believes it has sufficient liquidity to meet its obligations through at least the term of the Senior Credit Facility.

At June 30, 2013, approximately $250 million, or 63.0%, of the Company's cash and cash equivalents resided in jurisdictions outside the United States. Repatriation of these funds to the United States could be subject to domestic and foreign taxes and an immaterial amount could be subject to governmental restrictions. Part of the Company's strategy is to grow in attractive market sectors, many of which are outside the United States. This strategy may include making investments in facilities and equipment and new acquisitions. The Company plans to fund these investments, as well as meet working capital requirements, with cash and cash equivalents and unused lines of credit within the geographic location of these investments when possible.

The Company expects to remain in compliance with its debt covenants. However, the Company may need to limit its borrowings under the Senior Credit Facility or other facilities in order to remain in compliance. As of June 30, 2013, the Company could have borrowed the full amounts available under the Senior Credit Facility and Asset Securitization Agreement, and would have still been in compliance with its debt covenants.

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The Company expects cash from operations in 2013 to decrease to approximately $475 million from $626 million in 2012 as the Company anticipates lower net income and an increase in working capital requirements, partially offset by lower pension and postretirement contributions. The Company expects to make approximately $115 million in pension and postretirement contributions in 2013, compared to approximately $376 million in 2012. The Company also expects to increase capital expenditures to approximately $360 million in 2013 compared to $300 million in 2012.

Financing Obligations and Other Commitments:

During the first six months of 2013, the Company made contributions of $110.2 million to its global defined benefit pension plans, of which $105 million was discretionary. The Company currently expects to make contributions to its global defined benefit pension plans in 2013 totaling approximately $115 million, of which $105 million is discretionary. Returns for the Company's global defined benefit pension plan assets in 2012 were above the expected rate-of-return assumption of 8.25 percent due to broad increases in global equity markets. These higher returns positively impacted the funded status of the plans at the end of 2012 and are expected to result in lower pension expense and required pension contributions in future years. However, the impact of these favorable returns was more than offset by a 100 basis point reduction in the Company's discount rate used to measure its defined benefit pension obligation at December 31, 2012. As a result, pension expense for 2013 is expected to increase to approximately $70 million, compared to $69 million in 2012. Returns for the Company's U.S. defined benefit plan pension assets for the first six months of 2013 were approximately 2.6%.

During the first six months of 2013, the Company purchased 1.4 million of its common shares for approximately $81.8 million in the aggregate under the Company's 2012 common stock purchase plan. This plan authorizes the Company to buy, in the open market or in privately negotiated transactions, up to 10 million common shares, which are to be held as treasury shares and used for specified purposes. The authorization expires on December 31, 2015. As of June 30, 2013, the Company has purchased approximately 3.9 million common shares under this plan.

The Company does not have any off-balance sheet arrangements with unconsolidated entities or other persons.

Critical Accounting Policies and Estimates:

The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The Company reviews its critical accounting policies throughout the year. The Company has concluded that there have been no changes to its critical accounting policies or estimates, as described in its Annual Report on Form 10-K for the year ended December 31, 2012, during the six months ended June 30, 2013.

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Other Matters

Capital Expenditures:

The Company has been making strategic investments in business and production processes. The Company is in the midst of several multi-year projects in the Steel segment, including a new vertical continuous caster, an intermediate steel tube finishing line and an in-line forge press to produce new large-diameter sound-center bars. Additionally, the Company is investing in the construction of a new building to bring together personnel from the Company's Bearing and Power Transmission headquarter together with personnel from the technology center in North Canton, Ohio.

The caster, which will provide large bar capabilities unique in America, is expected to cost approximately $200 million. As of June 30, 2013, the Company had incurred costs of $68 million related to this project. The caster is expected to begin production in the second quarter of 2014. The steel tube finishing line project is expected to cost approximately $50 million. As of June 30, 2013, the Company had incurred $45 million related to this project. The in-line forge press is expected to cost approximately $32 million. As of June 30, 2013, the Company had incurred $30 million related to this project. These investments reinforce the Company's position of offering the broadest special bar quality steel capabilities in North America.

The construction of the new building began in April 2012 to accommodate a combined team of nearly 1,000 employees, from research and development, engineering, customer service, and the sales and marketing functions.  The Company foresees increased collaboration among employees at the new North Canton campus, thereby increasing the speed of innovation and levels of customer service when the project is expected to be completed in early 2014.  The total cost of the project is expected to be approximately $60 million. As of June 30, 2013, the Company had incurred $32 million related to this project.

Foreign Currency:

Assets and liabilities of subsidiaries are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the quarter. Related translation adjustments are reflected as a separate component of accumulated other comprehensive loss. Foreign currency gains and losses resulting from transactions are included in the Consolidated Statement of Income.

Foreign currency exchange losses included in the Company's operating results for the second quarter of 2013 were $4.3 million, compared to a loss of $5.0 million during the second quarter of 2012. Foreign currency exchange losses included in the Company's operating results for the first six months of 2013 were $5.9 million, compared to a loss of $6.1 million during the first six months of 2012. For the six months ended June 30, 2013, the Company recorded a negative non-cash foreign currency translation adjustment of $34.5 million that decreased shareholders' equity, compared to a negative non-cash foreign currency translation adjustment of $16.0 million that decreased shareholders' equity for the six months ended June 30, 2012. The foreign currency translation adjustments for the six months ended June 30, 2013 were negatively impacted by the strengthening of the U.S. dollar relative to other currencies, such as the British Pound, the Australian Dollar, the Indian Rupee, the Brazilian Real and the Canadian Dollar.

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Forward-Looking Statements

Certain statements set forth in this Form 10-Q and in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 (including the Company's forecasts, beliefs 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, Management's Discussion and Analysis contains numerous forward-looking statements. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “outlook,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Form 10-Q. The Company cautions readers that actual results may differ materially from those expressed or implied in forward-looking statements made by or on behalf of the Company due to a variety of factors, such as:

• deterioration in world economic conditions, or in economic conditions in any of the geographic regions in which the Company conducts business, including additional adverse effects from global economic slowdown, terrorism or hostilities. This includes: political risks associated with the potential instability of governments and legal systems in countries in which the Company or its customers conduct business, and changes in currency valuations;

• the effects of fluctuations in customer demand on sales, product mix and prices in the industries in which the Company operates. This includes: the ability of the Company to respond to rapid changes in customer demand, the effects of customer bankruptcies or liquidations, the impact of changes in industrial business cycles, and whether conditions of fair trade continue in the U.S. markets;

• competitive factors, including changes in market penetration, increasing price competition by existing or new foreign and domestic competitors, 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;

• 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 and manufacturing capacity; availability of raw materials and energy; the Company's ability to mitigate the impact of fluctuations in raw materials and energy costs and the operation of the Company's surcharge mechanism; changes in the expected costs associated with product warranty claims; changes resulting from inventory management and cost reduction initiatives and different levels of customer demands; the effects of unplanned work stoppages; and changes in the cost of labor and benefits;

• the success of the Company's operating plans, announced programs, initiatives and capital investments; the ability to integrate acquired companies; the ability of acquired companies to achieve satisfactory operating results, including results being accretive to earnings; and the Company's ability to maintain appropriate relations with unions that represent Company associates in certain locations in order to avoid disruptions of business;

• unanticipated litigation, claims or assessments. This includes: claims or problems related to intellectual property, product liability or warranty, environmental issues, and taxes;

• changes in worldwide financial markets, including availability of financing and interest rates, which affect: the Company's cost of funds and/or ability to raise capital; the Company's pension obligations and investment performance; and/or customer demand and the ability of customers to obtain financing to purchase the Company's products or equipment that contain the Company's products;

• retention of CDSOA distributions; and

• those items identified under Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

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Additional risks relating to the Company's business, the industries in which the Company operates or the Company's common shares may be described from time to time in the Company's filings with the Securities and Exchange Commission. All of these risk factors are difficult to predict, are subject to material uncertainties that may affect actual results and may be beyond the Company's control.

Readers are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results and that the above list should not be considered to be a complete list. 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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to information appearing under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q. Furthermore, a discussion of market risk exposures is included in Part II, Item 7A. Quantitative and Qualitative Disclosure about Market Risk, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. There have been no material changes in reported market risk since the inclusion of this discussion in the Company’s Annual Report on Form 10-K referenced above.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Based upon that evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in Internal Control Over Financial Reporting

During the Company’s most recent fiscal quarter, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

Item 1A. Risk Factors

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 includes a detailed discussion of our risk factors. There have been no material changes to the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Common Shares

The following table provides information about purchases by the Company of its common shares during the quarter ended June 30, 2013.

Period	Total number of shares purchased (1)	Average price paid per share (2)		Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs (3)
4/01/13 – 4/30/13	2,971	$	53.58	—	7,500,000
5/01/13 – 5/31/13	801,693	57.02		552,500	6,947,500
6/01/13 – 6/30/13	883,957	57.10		881,200	6,066,300
Total	1,688,621	$	57.06	1,433,700	6,066,300

(1) 2,971 of the shares purchased in April, 249,193 of the shares purchased in May and 2,757 of the shares purchased in June represent common shares of the Company that were owned and tendered by employees to exercise stock options, and to satisfy withholding obligations in connection with the exercise of stock options and vesting of restricted shares.

(2) For shares tendered in connection with the vesting of restricted shares, the average price paid per share is an average calculated using the daily high and low of the Company's common shares as quoted on the New York Stock Exchange at the time of vesting. For shares tendered in connection with the exercise of stock options, the price paid is the real-time trading stock price at the time the options are exercised.

(3) On February 10, 2012, the Board of Directors of the Company approved a share purchase plan pursuant to which the Company may purchase up to ten million of its common shares in the aggregate. This share purchase plan expires on December 31, 2015. The Company may purchase shares from time to time in open market purchases or privately negotiated transactions. The Company may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans.

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Item 6. Exhibits

3.1	Form of Articles of Incorporation of The Timken Company with Amendments (effective May 7, 2013)
3.2	Amended Regulations of The Timken Company adopted on May 7, 2013
10.1	Form of Indemnification Agreement entered into with all Directors who are not Executive Officers of the Company
10.2	Form of Indemnification Agreement entered into with all Executive Officers of the Company who are not Directors of the Company
10.3	Form of Indemnification Agreement entered into with all Executive Officers of the Company who are also Directors of the Company
12	Computation of Ratio of Earnings to Fixed Charges.
31.1	Certification of James W. Griffith, President and Chief Executive Officer (principal executive officer) of The Timken Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Glenn A. Eisenberg, Executive Vice President – Finance and Administration (principal financial officer) of The Timken Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certifications of James W. Griffith, President and Chief Executive Officer (principal executive officer) and Glenn A. Eisenberg, Executive Vice President – Finance and Administration (principal financial officer) of The Timken Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Financial statements from the quarterly report on Form 10-Q of The Timken Company for the quarter ended June 30, 2013, filed on July 31, 2013, formatted in XBRL: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE TIMKEN COMPANY
Date: July 31, 2013	By: /s/ James W. Griffith
	James W. Griffith President and Chief Executive Officer (Principal Executive Officer)
Date: July 31, 2013	By: /s/ Glenn A. Eisenberg
	Glenn A. Eisenberg Executive Vice President – Finance and Administration (Principal Financial Officer)

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EX-3.1

Exhibit 3.1

FORM OF AMENDED ARTICLES OF INCORPORATION

OF

THE TIMKEN COMPANY

FIRST: The name of the Corporation shall be The Timken Company.

SECOND: The principal office of the Corporation in the State of Ohio is to be located in Canton in Stark County.

THIRD: The Corporation is formed for the purpose of developing, producing, manufacturing, buying, selling and generally dealing in products, goods, wares, merchandise, tangible and intangible property and services of any and all kinds and doing any and all things necessary or incidental thereto.

FOURTH: The authorized number of shares of the Corporation is 220,000,000 shares, consisting of 10,000,000 shares of Class I Serial Preferred Stock without par value (the "Class I Serial Preferred Stock"), 10,000,000 shares of Class II Serial Preferred Stock without par value (the "Class II Serial Preferred Stock"), and 200,000,000 shares of Common Stock without par value (the "Common Stock").

No holder of any shares of the Corporation shall have, as such holder, any preemptive right to purchase any shares or any other securities of the Corporation.

No holder of any shares of the Corporation shall have, as such holder, any right to cumulate voting power in any election of Directors.

DIVISION A

Express Terms of the Class I Serial Preferred Stock

SECTION 1. The Class I Serial Preferred Stock may be issued from time to time in one or more series. All shares of Class I Serial Preferred Stock shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided. Each share of each series shall be identical with all other shares of such series, except as to the date from which dividends are cumulative. Subject to the provisions of Sections 2 to 7, inclusive, of this Division A, which provisions shall apply to all Class I Serial Preferred Stock, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and with respect to each series to fix:

(a)    The designation of the series, which may be by distinguishing number, letter and/or title.

(b) The number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease (but not below the number of shares thereof then outstanding).

(c) The annual dividend rate of the series.

(d) The dates at which dividends, if declared, shall be payable, and the dates from which

Dividends shall be cumulative.

(e) The redemption rights and price or prices, if any, for shares of the series.

(f) The terms and amount of any sinking fund provided for the purchase or redemption of shares of the series.

(g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(h) Whether the shares of the series shall be convertible into shares of any other class or series of stock of the Corporation, and, if so, the specification of such other class or series, the conversion price or prices, any adjustments thereof, the date or dates as of which such shares shall be convertible, and other terms and conditions upon which such conversion may be made.

(i) Restrictions (in addition to those set forth in Section 5 (b) of this Division A) on the issuance of shares of the same series or of any other class or series.

The Board of Directors is authorized to adopt from time to time amendments to the Amended Articles of Incorporation fixing, with respect to each such series, the matters described in clauses (a) to (i), inclusive, of this Section 1 of this Division A.

SECTION 2. The holders of Class I Serial Preferred Stock of each series, in preference to the holders of Class II Serial Preferred Stock, of Common Stock and of any other class of shares ranking junior to the Class I Serial Preferred Stock, shall be entitled to receive out of any funds legally available for the Class I Serial Preferred Stock and when and as declared by the Board of Directors dividends in cash at the rate for such series fixed in accordance with the provisions of Section I of this Division A and no more, payable on the dividend payment dates fixed for such series. Such dividends shall be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividend may be paid upon or set apart for any of the Class I Serial Preferred Stock or any dividend payment date unless (i)all dividends upon all Class I Serial Preferred Stock then outstanding for all dividend payment dates prior to such date shall have been paid or funds therefor set apart, and ( ii) at the same time a like dividend upon all Class ISerial Preferred Stock then outstanding and having a dividend payment date on such date, ratably in proportion to the respective annual dividend rates, shall be paid or funds therefor set apart.

For the purpose of this Division A, a dividend shall be deemed to have been paid or funds therefor set apart on any date if, on or prior to such date, the Corporation shall have deposited funds sufficient therefor with a bank or trust company and shall have caused checks drawn against such funds in appropriate amounts to be mailed to each holder of record entitled to receive such dividend at his address then appearing on the books of the Corporation.

SECTION 3. In no event so long as any Class I Serial Preferred Stock shall be outstanding shall any dividends, except a dividend payable in Class II Serial Preferred Stock, Common Stock or other shares ranking junior to the Class I Serial Preferred Stock, be paid or declared or any distribution be made except as aforesaid on the Class II Serial Preferred Stock, Common Stock or any other shares ranking junior to the Class I Serial Preferred Stock, nor shall any Class II Serial Preferred Stock, Common Stock or any other shares ranking junior to the Class I Serial Preferred Stock be purchased, retired or otherwise acquired by the Corporation (except out of the proceeds of the sale of Class II Serial Preferred Stock, Common Stock or other shares ranking junior to the Class I Serial Preferred Stock received by the Corporation on or subsequent to April 16, 1985) unless ( i) all dividends upon all Class I Serial Preferred Stock then outstanding for all dividend payment dates on or prior to the date of such action shall have been paid or funds therefor set apart, and ( ii) all mandatory sinking fund obligations pursuant to the terms of any series of Class I Serial Preferred Stock for all sinking fund payments due on or prior to the date of such action shall have been complied with.

SECTION 4. (a) The holders of Class I Serial Preferred Stock of any series shall, in case of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of the Class II Serial Preferred Stock, Common Stock or any other shares ranking junior to the Class I Serial Preferred Stock, the amounts fixed with respect to shares of such series in accordance with Section I of this Division A, plus (i) all then unpaid dividends upon such shares for all dividend payment dates on or prior to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up, and (ii) a proportionate dividend, based on the number of elapsed days, for the period from the day after the most recent such dividend payment date through the date of payment of the amount due pursuant to such liquidation, dissolution or winding up. In case the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding shares of Class I Serial Preferred Stock of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon outstanding shares of Class I Serial Preferred Stock in proportion to the full preferential amount to which each such share is entitled.

After payment to holders of Class I Serial Preferred Stock of the full preferential amounts as aforesaid, holders of Class I Serial Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation.

(b) The merger or consolidation of the Corporation into or with any other corporation, or the merger of any other corporation into it, or the sale, lease or conveyance of all of substantially all the property or business of the Corporation, shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Division A.

SECTION 5. (a) No holder of Class I Serial Preferred Stock shall be entitled, as such holder, to notice of meetings of shareholders or to vote upon any matter presented to the shareholders except as otherwise provided by this Section 5 of this Division A or required by law.

If, and so often as, the Corporation shall be in default in the payment of dividends in an amount equivalent to six full quarterly dividends on any series of Class I Serial Preferred Stock at the time outstanding, whether or not earned or declared, the holders of Class I Serial Preferred Stock of all series, voting separately as a class, shall thereafter be entitled to elect, as hereinbelow provided, two members of the Board of Directors of the Corporation who shall serve, except as hereinbelow provided, until the next annual meeting of the shareholders and until their successors have been elected and qualified. The special class voting rights provided for herein when the same shall have become vested shall remain so vested until all dividends on the Class I Serial Preferred Stock of all series then outstanding for all past dividend payment dates shall have been paid or funds therefor set part, whereupon the terms of Directors elected by the holders of Class I Serial Preferred Stock shall automatically terminate and the holders of Class I Serial Preferred Stock shall be divested of their special class voting rights in respect of subsequent elections of Directors, subject to the revesting of such special class voting rights in the event hereinabove specified in this paragraph.

In the event of default entitling the holders of Class I Serial Preferred Stock to elect two Directors as above specified, a special meeting of the holders of Class I Serial Preferred Stock for the purpose of electing such Directors shall be called by the Secretary of the Corporation upon written request of, or upon written notice to the Secretary of the Corporation may be called by, the holders of record of at least ten percent of the shares of Class I Serial Preferred Stock of all series at the time outstanding, and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required, and the holders of Class I Serial Preferred Stock shall not be entitled, to call such special meeting if the annual meeting of shareholders shall be held within 90 days after the date of receipt by the Secretary of the Corporation of the foregoing written request or notice from the holders of Class I Serial Preferred Stock. At any annual meeting of shareholders or special meeting called for such purpose at which the holders of Class I Serial Preferred Stock shall be entitled to

elect Directors, the holders of 35% of the then outstanding shares of Class I Serial Preferred Stock of all series, present in person or by proxy, shall be sufficient to constitute a quorum for such purpose, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be necessary and sufficient to elect the members of the Board of Directors which the holders of Class I Serial Preferred Stock are entitled to elect as hereinabove provided. If at any such meeting there shall be less than a quorum for such purpose present, the holders of a majority of the shares of Class I Serial Preferred Stock so present may adjourn the meeting for such purpose only from time to time without notice other than announcement at the meeting until a quorum shall attend.

The two Directors who may be elected by the holders of Class I Serial Preferred Stock pursuant to the foregoing provisions shall be in addition to any other Directors then in office or proposed to be elected otherwise than pursuant to such provisions, and nothing in such provisions shall prevent any change otherwise permitted in the total number of Directors of the Corporation or require the resignation of any Director elected otherwise than pursuant to such provisions.

(b) The affirmative vote of the holders of at least two-thirds of the shares of Class I Serial Preferred Stock at the time outstanding, given in person or by proxy at a meeting called for the purpose at which the holders of Class I Serial Preferred Stock shall vote separately as a class, shall be necessary to adopt any amendment to the Amended Articles of Incorporation (but so far as the holders of Class I Serial Preferred Stock are concerned, such amendment may be adopted with such vote) which:

( i) changes issued shares of Class I Preferred Stock of all series then outstanding into a lesser number of shares of the Corporation of the same class and series or into the same or a different number of shares of the Corporation of any other class or series; or

( ii) changes the express terms of the Class I Serial Preferred Stock in any manner substantially prejudicial to the holders of all series thereof then outstanding; or

(iii) authorizes shares of any class, or any security convertible into shares of any class, or authorizes the conversion of any security in shares of any class, ranking prior to the Class I Serial Preferred Stock; or

(iv) changes the express terms of issued shares of any class ranking prior to the Class I Serial Preferred Stock in any manner substantially prejudicial to the holders of all series of Class I Serial Preferred Stock then outstanding;

and the affirmative vote of the holders of at least two-thirds of the shares of each affected series of Class I Serial Preferred Stock at the time outstanding, given in person or by proxy at a meeting called for the purpose at which the holders of each affected series of Class I Serial Preferred Stock shall vote separately as a series, shall be necessary to adopt any amendment to the Amended Articles of Incorporation (but so far as the holders of each such series of Class I Serial Preferred Stock are concerned, such amendment may be adopted with such vote) which:

( v) changes issued shares of Class I Serial Preferred Stock of one or more but not all series then outstanding into a lesser number of shares of the Corporation of the same series or into the same or any different number of shares of the Corporation of any other class or series; or

(vi) changes the express terms of any series of the Class I Serial Preferred Stock in any manner substantially prejudicial to the holders of one or more but not all series thereof then outstanding; or

(vii) changes the express terms of issued shares of any class ranking prior to the Class I Serial Preferred Stock in any manner substantially prejudicial to the holders of one or more but not all series of Class I Serial Preferred Stock then outstanding.

SECTION 6. If the shares of any series of Class I Serial Preferred Stock shall be convertible into shares of any other class or series of stock of the Corporation, then upon conversion of shares of such series the stated capital, if any, of the shares delivered upon such conversion shall be an amount equal to the stated capital, if any, represented by each such share outstanding at the time of such conversion multiplied by the number of such shares delivered upon such conversion. The stated capital, if any, of the Corporation shall be correspondingly increased or reduced to reflect the difference between the stated capital, if any, of the shares of Class I Serial Preferred Stock so converted and the stated capital, if any, of the shares delivered upon such conversion.

SECTION 7. For the purpose of this Division A:

Whenever reference is made to shares "ranking prior to the Class I Serial Preferred Stock," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference over the rights of the holders of Class I Serial Preferred Stock; whenever reference is made to shares "on a parity with the Class I Serial Preferred Stock," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof (i) neither as to the payment of dividends nor as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference over the rights of the holders of Class I Serial Preferred Stock, and ( ii) either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation rank on an equality (except as to the amounts fixed therefor) with the rights of the holders of Class I Serial Preferred Stock; and whenever reference is made to shares "ranking junior to the Class I Serial Preferred Stock," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof both as to the payment of dividends and as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are junior and subordinate to the rights of the holders of the Class I Serial Preferred Stock.

DIVISION B

Express Terms of the Class II Serial Preferred Stock

SECTION 1. The Class II Serial Preferred Stock may be issued from time to time in one or more series. All shares of Class II Serial Preferred Stock shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided. Each share of each series shall be identical with all other shares of such series, except as to the date from which dividends are cumulative. Subject to the provisions of Sections 2 to 7, inclusive, of this Division B, which provisions shall apply to all Class II Serial Preferred Stock, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and with respect to each series to fix each of the same matters as are described in clauses (a) to (i), inclusive, of Section 1 of Division A (provided that, for purposes of this cross-reference, the reference in said clause (i) to "Section 5(b) of this Division A" shall read "Section 5(b) of this Division B").

The Board of Directors is authorized to adopt from time to time amendments to the Amended Articles of Incorporation fixing, with respect to each such series, each of the same matters as are described in clauses (a) to (i), inclusive, of Section 1of Division A (subject to the aforesaid cross­ reference proviso) .

SECTION 2. The holders of Class II Serial Preferred Stock of each series, in preference to the holders of Common Stock and of any other class of shares ranking junior to the Class II Serial Preferred Stock, shall be entitled to receive out of any funds legally available for the Class II Serial Preferred Stock and when and as declared by the Board of Directors dividends in cash at the rate for such series fixed in accordance with the provisions of Section 1 of this Division B and no more, payable on the dividend payment dates

fixed for such series. Such dividends shall be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividend may be paid upon or set apart for any of the Class II Serial Preferred Stock on any dividend payment date unless (i) all dividends upon all Class II Serial Preferred Stock then outstanding for all dividend payment dates prior to such date shall have been paid or funds therefor set apart, and (ii) at the same time a like dividend upon all Class II Serial Preferred Stock then outstanding and having a dividend payment date on such date, ratably in proportion to the respective annual dividend rates, shall be paid or funds therefor set apart.

For the purpose of this Division B, a dividend shall be deemed to have been paid or funds therefor set apart on any date if, on or prior to such date, the Corporation shall have deposited funds sufficient therefor with a bank or trust company and shall have caused checks drawn against such funds in appropriate amounts to be mailed to each holder of record entitled to receive such dividend at his address then appearing on the books of the Corporation.

SECTION 3. In no event so long as any Class II Serial Preferred Stock shall be outstanding shall any dividends, except a dividend payable in Common Stock or other shares ranking junior to the Class II Serial Preferred Stock, be paid or declared or any distribution be made except as aforesaid on the Common Stock or any other shares ranking junior to the Class II Serial Preferred Stock, nor shall any Common Stock or any other shares ranking junior to the Class II Serial Preferred Stock be purchased, retired or otherwise acquired by the Corporation (except out of the proceeds of the sale of Common Stock of other shares ranking junior to the Class II Serial Preferred Stock received by the Corporation on or subsequent to April 16, 1985) unless (i) all dividends upon all Class II Serial Preferred Stock then outstanding for all dividend payment dates on or prior to the date of such action shall have been paid or funds therefor set apart, and (ii) all mandatory sinking fund obligations pursuant to the terms of any series of Class II Serial Preferred Stock for all sinking fund payments due on or prior to the date of such action shall have been complied with.

SECTION 4. (a) The holders of Class II Serial Preferred Stock of any series shall, in case of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of Common Stock or any other shares ranking junior to the Class II Serial Preferred Stock, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Division B, plus (i) all then unpaid dividends upon such shares for all dividend payment dates on or prior to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up, and (ii) a proportionate dividend, based on the number of elapsed days, for the period from the day after the most recent such dividend payment date through the date of payment of the amount due pursuant to such liquidation, dissolution or winding up. In case the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding shares of Class II Serial Preferred Stock of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon outstanding shares of Class II Serial Preferred Stock in proportion to the full preferential amount to which each such share is entitled.

After payment to holders of Class II Serial Preferred Stock of the full preferential amounts as aforesaid, holders of Class II Serial Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation.

(b) The merger or consolidation of the Corporation into or with any other corporation, or the merger of any other corporation into it, or the sale, lease or conveyance of all or substantially all the property or business of the Corporation, shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Division B.

SECTION 5. (a) The holders of shares of Class II Serial Preferred Stock shall be entitled to one vote for each share of such stock upon all matters presented to the shareholders, and, except as otherwise

provided by this Section 5 of this Division B or required by law, the holders of Class II Serial Preferred Stock and the holders of Common Stock shall vote together as one class on all matters. No adjustment of the voting rights of holders of Class II Serial Preferred Stock shall be made in the event of an increase or decrease in the number of shares of Common Stock authorized or issued or in the event of a stock split or combination of the Common Stock or in the event of a stock dividend on any class of stock payable solely in Common Stock.

If, and so often as, the Corporation shall be in default in the payment of dividends in an amount equivalent to six full quarterly dividends on any series of Class II Serial Preferred Stock at the time outstanding, whether or not earned or declared, the holders of Class II Serial Preferred Stock of all series, voting separately as a class and in addition to all other rights to vote for Directors, shall thereafter be entitled to elect, as hereinbelow provided, two members of the Board of Directors of the Corporation who shall serve, except as hereinbelow provided, until the next annual meeting of the shareholders and until their successors have been elected and qualified. The special class voting rights provided for herein when the same shall have become vested shall remain so vested until all dividends on the Class II Serial Preferred Stock of all series then outstanding for all past dividend payment dates shall have been paid or funds therefor set apart, whereupon the terms of Directors elected by the holders of Class II Serial Preferred Stock shall automatically terminate and the holders of Class II Serial Preferred Stock shall be divested of their special class voting rights in respect of subsequent elections of Directors, subject to the revesting of such special class voting rights in the event hereinabove specified in this paragraph.

In the event of default entitling the holders of Class II Serial Preferred Stock to elect two Directors as above specified, a special meeting of the holders of Class II Serial Preferred Stock for the purpose of electing such Directors shall be called by the Secretary of the Corporation upon written request of, or upon written notice to the Secretary of the Corporation may be called by, the holders of record of at least ten percent of the shares of Class II Serial Preferred Stock of all series at the time outstanding, and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required, and the holders of Class II Serial Preferred Stock shall not be entitled, to call such special meeting if the annual meeting of shareholders shall be held within 90 days after the date of receipt by the Secretary of the Corporation of the foregoing written request or notice from the holders of Class II Serial Preferred Stock. At any annual meeting of shareholders or special meeting called for such purpose at which the holders of Class II Serial Preferred Stock shall be entitled to elect Directors, the holders of 35% of the then outstanding shares of Class II Serial Preferred Stock of all series, present in person or by proxy, shall be sufficient to constitute a quorum for such purpose, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be necessary and sufficient to elect the members of the Board of Directors which the holders of Class II Serial Preferred Stock are entitled to elect as hereinabove provided. If at any such meeting there shall be less than a quorum for such purpose present, the holders of a majority of the shares of Class II Serial Preferred Stock so present may adjourn the meeting for such purpose only from time to time without notice other than announcement at the meeting until a quorum shall attend.

The two Directors who may be elected by the holders of Class II Serial Preferred Stock pursuant to the foregoing provisions shall be in addition to any other Directors then in office or proposed to be elected otherwise than pursuant to such provisions, and nothing in such provisions shall prevent any change otherwise permitted in the total number of Directors of the Corporation or require the resignation of any Director elected otherwise than pursuant to such provisions.

(b) The affirmative vote of the holders of at least two-thirds of the shares of Class II Serial Preferred Stock at the time outstanding, given in person or by proxy at a meeting called for purpose at which the holders of Class II Serial Preferred Stock shall vote separately as a class, shall be necessary to adopt any amendment to the Amended Articles of Incorporation (but so far as the holders of Class II Serial Preferred Stock are concerned, such amendment may be adopted with such vote) which:

( i) changes issued shares of Class II Serial Preferred Stock of all series then outstanding into a lesser number of shares of the Corporation of the same class and series or into the same or a different number of shares of the Corporation of any other class or series; or

( ii) changes the express terms of the Class II Serial Preferred Stock in any manner substantially prejudicial to the holders of all series thereof then outstanding; or

(iii) authorizes shares of any class, or any security convertible into shares of any class, or authorizes the conversion of any security into shares of any class, ranking prior to the Class II Serial Preferred Stock; or

(iv) changes the express terms of issued shares of any class ranking prior to the Class II Serial Preferred Stock in any manner substantially prejudicial to the holders of all series of Class II Serial Preferred Stock then outstanding;

and the affirmative vote of the holders of at least two-thirds of the shares of each affected series of Class II Serial Preferred Stock at the time outstanding, given in person or by proxy at a meeting called for the purpose at which the holders of each affected series of Class II Serial Preferred Stock shall vote separately as a series, shall be necessary to adopt any amendment to the Amended Articles of Incorporation (but so far as the holders of each such series of Class II Serial Preferred Stock are concerned, such amendment may be adopted with such vote) which:

(v) changes issued shares of Class II Serial Preferred Stock of one or more but not all series then outstanding into a lesser number of shares of the Corporation of the same series or into the same or a different number of shares of the Corporation of any other class or series; or

(vi) changes the express terms of any series of the Class II Serial Preferred Stock in any manner substantially prejudicial to the holders of one or more but not all series thereof then outstanding; or

(vii) changes the express terms of issued shares of any class ranking prior to the Class II Serial Preferred Stock in any manner substantially prejudicial to the holders of one or more but not all series of Class II Serial Preferred Stock then outstanding.

SECTION 6. If the shares of any series of Class II Serial Preferred Stock shall be convertible into shares of any other class or series of stock of the Corporation, then upon conversion of shares of such series the stated capital, if any, of the shares delivered upon such conversion shall be an amount equal to the stated capital, if any, represented by each such share outstanding at the time of such conversion multiplied by the number of such shares delivered upon such conversion. The stated capital, if any, of the Corporation shall be correspondingly increased or reduced to reflect the difference between the stated capital, if any, of the shares of Class II Serial Preferred Stock so converted and the stated capital, if any, of the shares delivered upon such conversion.

SECTION 7. For the purpose of this Division B:

Whenever reference is made to shares "ranking prior to the Class II Serial Preferred Stock," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference over the rights of the holders of Class II Serial Preferred Stock; whenever reference is made to shares "on a parity with the Class II Serial Preferred Stock," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof (i) neither as to the payment of dividends nor as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference

over the rights of the holders of Class II Serial Preferred Stock, and ( ii) either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation rank on an equality (except as to the amounts fixed therefor) with the rights of the holders of Class II Serial Preferred Stock; and whenever reference is made to shares "ranking junior to the Class II Serial Preferred Stock," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof both as to the payment of dividends and as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are junior and subordinate to the rights of the holders of the Class II Serial Preferred Stock.

DIVISION C

Express Terms of the Common Stock

The Common Stock shall be subject to the express terms of the Class I and Class II Serial Preferred Stock and of any series thereof. Each share of Common Stock shall be equal to every other share of Common Stock. The holders of shares of Common Stock shall be entitled to one vote for each share of such stock upon all matters presented to the shareholders.

FIFTH: The Corporation may from time to time pursuant to authorization by the Board of Directors and without action by the shareholders, purchase or otherwise acquire shares of the Corporation of any class or classes in such manner, upon such terms and in such amounts as the Board of Directors shall determine; subject, however, to such limitation or restriction, if any, as is contained in the express terms of any class of shares of the Corporation outstanding at the time of the purchase or acquisition in question.

SIXTH: These Amended Articles of Incorporation shall supersede and take the place of the heretofore Amended Articles of Incorporation of the Corporation.

SEVENTH: Unless otherwise expressly required by these Amended Articles of Incorporation, or by statute, these Amended Articles of Incorporation may be amended by the affirmative vote of the holders of record entitled to exercise a majority of the voting power on such proposal if such proposal has been recommended by a vote of the Directors then in office as being in the best interests of the Corporation and its shareholders.

EX-3.2

Exhibit 3.2

AMENDED REGULATIONS
OF
THE TIMKEN COMPANY

ARTICLE I
SHAREHOLDERS’ MEETINGS

SECTION 1. Annual Meeting

The annual meeting of shareholders for the election of Directors and for the consideration of such other business as may come before the meeting shall be held on the third Tuesday in April in each year, if not a legal holiday, and if a legal holiday, then on the next succeeding business day not a legal holiday, or on such other date as may from time to time be fixed by the Directors. Upon due notice there may also be considered and acted upon at an annual meeting any matter which could properly be considered and acted upon at a special meeting, in which case and for which purpose the annual meeting shall also be considered as, and shall be, a special meeting. In the event the annual meeting is not held or if Directors are not elected thereat, a special meeting may be called and held for that purpose.

SECTION 2. Special Meetings

Special meetings of shareholders may be called by the Chairman of the Board or the President or by a majority of the Directors acting with or without a meeting or by any person or persons who hold of record not less than fifty percent of all the shares outstanding and entitled to be voted on any proposal to be submitted at said meeting.

Upon request in writing by registered mail or delivered in person by any person or persons entitled to call a meeting of shareholders to the Chairman of the Board, the President or the Secretary, such officer shall forthwith cause notice of the meeting to be given to the shareholders entitled to notice of such meeting in accordance with these Regulations. If such notice shall not be given within twenty days after the delivery or mailing of such request, the person or persons requesting the meeting may fix the time of the meeting and give, or cause to be given, notice in the manner hereinafter provided.

SECTION 3. Place of Meetings

Any meeting of shareholders may be held either at the principal office of the Corporation or at such other place within or without the State of Ohio as may be designated in the notice of said meeting.

SECTION 4. Notice of Meetings

Not more than eighty days nor less than seven days before the date fixed for a meeting of shareholders, whether annual or special, written notice of the time, place and purposes of such meeting shall be given by the Chairman of the Board, the President, a Vice President, or the Secretary (or in case of their refusal, by the person or persons entitled to call the meeting under the provisions of these

2

Exhibit 3.2

Regulations). Such notice shall be served upon or mailed to each shareholder entitled to notice of or to vote at such meeting. If such notice is mailed, it shall be directed, postage prepaid, to the shareholders at their respective addresses as they appear upon the records of the Corporation, and notice shall be deemed to have been given on the day so mailed. If any meeting is adjourned to another time or place, no notice as to such adjourned meeting need be given other than by announcement at the meeting at which such adjournment is taken. No business shall be transacted at any such adjourned meeting except as might have been lawfully transacted at the meeting at which such adjournment was taken.

SECTION 5. Shareholders Entitled to Notice and to Vote

The Directors may fix a record date for the determination of shareholders entitled to notice of, or entitled to vote at, any meeting of shareholders. Such record date shall not be more than one hundred days preceding the date of the meeting of shareholders and shall not be a date earlier than the date on which the record date is fixed.

SECTION 6. Inspectors of Election-List of Shareholders

Inspectors of Election may be appointed to act at any meeting of shareholders in accordance with statute.

At any meeting of shareholders a list of shareholders, alphabetically arranged, showing their respective addresses and the number and classes of shares held by each on the record date applicable to such meeting shall be available for inspection on the request of any shareholder.

SECTION 7. Quorum

To constitute a quorum at any meeting of shareholders, there shall be present in person or by proxy the holders of record of shares entitled to exercise not less than fifty percent of the voting power of the Corporation in respect of anyone of the purposes for which the meeting is called.

The shareholders present in person or by proxy, whether or not a quorum is present, may by a majority of the shares represented at the meeting and entitled to be voted thereat adjourn the meeting from time to time without notice other than by announcement at the meeting.

SECTION 8. Voting

In all cases, except as otherwise provided by statute or the Articles of Incorporation or the Regulations of the Corporation, a majority of the votes cast shall control.

SECTION 9. Reports to Shareholders

At the annual meeting, or any other meeting held in lieu of it, the Corporation shall lay before the shareholders a financial statement as required by statute.

SECTION 10. Action without a Meeting

3

Exhibit 3.2

Any action which may be taken at a meeting of shareholders may be taken without a meeting if authorized by a writing signed by all of the holders of shares who would be entitled to notice of a meeting for such purpose.

ARTICLE II
BOARD OF DIRECTORS

SECTION 1. Election, Number and Term of Office

Directors shall be elected at the annual meeting of shareholders, or if not so elected, at a special meeting of shareholders called for that purpose. Except as otherwise provided in these Regulations, a Director shall hold office until the next succeeding annual meeting and until his successor shall be elected and qualified, or until his earlier resignation, death or removal from office.

At any meeting of shareholders at which Directors are to be elected, only persons may be nominated as candidates with respect to whom proxies have been solicited from the holders of shares entitled to be voted at the meeting; provided that if any such candidate is unable, for any reason, to accept such nomination or to serve as a Director, another person may be substituted as a nominee, or the number of nominees may be reduced to such extent as deemed advisable, by the Directors then in office or the approval of a majority of votes cast.

Until changed in accordance with the provisions of statute, the Articles or the Regulations, the number of Directors of the Corporation shall be eleven. Without amendment of these Regulations, the number of Directors may be changed to not less than nine nor more than eighteen by the approval of a majority of votes cast at a meeting called to elect Directors. No reduction in the number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

Until the 2013 annual meeting of shareholders, the Directors shall be divided into three classes, designated as Class I, Class II and Class III, each class consisting of not less than three Directors nor more than six Directors each. Each class shall consist, as nearly as may be possible, of one-third of the total number of Directors. Each class or Director of any class being elected at any election of Directors held prior to the 2013 annual meeting of shareholders shall be separately elected.

At the 2010 annual meeting of shareholders, Directors elected for Class I shall hold office for a term of three years expiring at the 2013 annual meeting of shareholders and thereafter until their successors shall be elected and duly qualified. At the 2011 annual meeting of shareholders, Directors elected for Class II shall hold office for a term of two years expiring at the 2013 annual meeting of shareholders and thereafter until their successors shall be elected and duly qualified. At the 2012 annual meeting of shareholders, Directors elected for Class III shall hold office for a term of one year expiring at the 2013 annual meeting of shareholders and thereafter until their successors shall be elected and duly qualified. At each election of Directors after the 2012 annual meeting of shareholders, each Director shall be elected to hold office until the next annual meeting of shareholders and thereafter until his successor shall be elected and duly qualified.

The number of Directors fixed as provided in this Section may be increased or decreased by the Directors and the number of Directors as so changed shall be the number of Directors until further changed in accordance with this Section, provided that the Directors shall not increase the number of

4

Exhibit 3.2

Directors to more than eighteen or decrease the number of Directors to fewer than nine. If the number of Directors is changed prior to the 2013 annual meeting of shareholders, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible.

SECTION 2. Vacancies

Any vacancy or vacancies among the Directors may be filled by the Directors then in office. Until the 2013 annual meeting of shareholders, any Director elected to fill a vacancy may be elected for the term remaining for the Directors of any class, provided that each class shall continue to consist of not less than three Directors and the number of Directors in each class shall continue to be as nearly equal as possible. From and after the 2013 annual meeting of shareholders, any Director elected to fill a vacancy shall be elected until the next succeeding annual meeting of shareholders and thereafter until his successor shall be elected and duly qualified.

SECTION 3. Removal

A Director may be removed from office, as permitted by statute, by the Directors then in office or by the vote of the holders of a majority of the shares entitled to be voted to elect Directors in place of those to be removed. For the purpose of determining “the Directors then in office”, the Director whose removal is proposed will not be deemed to be a Director, nor will such Director be entitled to vote thereon.

SECTION 4. Meetings

Meetings of the Directors may be called by the Chairman of the Board, the President, any Vice President, the Secretary, or by not less than one-third of the Directors then in office. Meetings of the Directors may be held at any place within or without the state of Ohio. Notice of the time and place of such meetings shall be served upon or telephoned to each Director at least twenty-four hours, or mailed, telegraphed or cabled to each Director at least forty-eight hours, before the time of the meeting. Such notice may be waived in writing by any Director, either before or after the meeting. Attendance at the meeting by a Director without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall constitute waiver of such notice by such Director.

SECTION 5. Quorum

A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting. Except as otherwise provided by statute or by these Regulations, the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Directors. In the absence of a quorum, a majority of Directors present may adjourn any meeting from time to time without notice until a quorum is present.

SECTION 6. Committees

The Directors may from time to time create a committee or committees of Directors to act in the intervals between meetings of the Directors and may delegate to such committee or committees any of the authority of the Directors, except as limited by statute.

In particular, the Directors may create from its membership and define the powers and duties of an Executive Committee of not less than three members. Except to the extent that its powers are limited

5

Exhibit 3.2

by the Directors or by statute, the Executive Committee during the intervals between meetings of the Directors shall possess and may exercise under the control and direction of the Directors all of the powers of the Directors in the management and control of the business of the Corporation regardless of whether such powers are specifically conferred by these Regulations. All action taken by the Executive Committee shall be reported to the Directors at their first meeting thereafter.

Unless otherwise provided by the Directors, a majority of the members of any committee appointed by the Directors pursuant to this Section shall constitute a quorum at any meeting thereof and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee. Action may be taken by any such committee without a meeting by a writing signed by all its members. Any such committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Directors, and shall keep a written record of all action taken by it.

SECTION 7. Compensation

Directors and members of any committee of the Directors shall receive such compensation, which may be either a specified sum payable at intervals, and/or a fixed sum for attendance at each Directors or committee meeting or as otherwise determined by the Directors. No Director and no member of any committee of the Directors shall be disqualified from being counted in the determination of a quorum at any meeting of either the Directors or a committee by reason of the fact that matters affecting his own compensation as a Director, member of a committee, an officer or employee are to be determined. Nothing contained herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving proper compensation for such service.

ARTICLE III
OFFICERS

SECTION 1. Officers

The Corporation may have a Chairman of the Board and shall have a President (both of whom shall be Directors), a Secretary and a Treasurer, all of whom shall be elected by the Directors. The Corporation may also have one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers as the Directors may deem necessary, all of whom shall be elected by the Directors.

SECTION 2. Authority and Duties of Officers

The officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices or as may be specified from time to time by the Directors, regardless of whether such authority and duties are customarily incident to such office.

ARTICLE IV
INDEMNIFICATION OF DIRECTORS AND OTHERS

SECTION 1. Indemnification

The Corporation shall indemnify, to the fullest extent then permitted by law, any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or

6

Exhibit 3.2

proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise; provided, however, that the Corporation shall indemnify any such agent (as opposed to any Director, officer or employee) of the Corporation to an extent greater than that required by law only if and to the extent that the Directors may, in their discretion, so determine; and provided, further, that the Corporation shall not be required hereby to indemnify any person with respect to any action, suit or proceeding that was initiated by such person unless such action, suit or proceeding was initiated by such person to enforce any rights to indemnification arising hereunder and such person shall have been formally adjudged to be entitled to indemnity by reason hereof. The indemnification provided hereby shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, the Articles of Incorporation or any agreement, vote of shareholders or of disinterested Directors or otherwise, both as to action in official capacities and as to action in another capacity while he is a Director, officer, employee or agent at the Corporation, and shall continue as to a person who has ceased to be a Director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 2. Insurance

The Corporation may, to the full extent then permitted by law, purchase and maintain insurance on behalf of any persons described in Section 1 of this Article IV against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability.

SECTION 3. Indemnification Agreements

The Corporation may, to the fullest extent then permitted by law, enter into indemnification agreements with any person described in Section 1 of this Article IV.

ARTICLE V
MISCELLANEOUS

SECTION 1. Transfer and Registration of Certificates

The Directors shall have authority to make such rules and regulations as they deem expedient concerning the issuance, transfer and registration of certificates for shares and the shares represented thereby and may appoint transfer agents and registrars thereof. In the event of a “control share acquisition”, as defined in the Ohio Revised Code, the Directors may refuse to transfer or redeem, and may deny voting and other shareholder rights appurtenant to, shares acquired or to be acquired in such an acquisition if by a two-thirds vote the Directors then in office shall determine that the “acquiring person statement”, as defined in the Ohio Revised Code, was not given in good faith, or that the proposed control share acquisition would not be in the best interests of the Corporation and its shareholders, or that the proposed control share acquisition could not be consummated for financial or legal reasons.

SECTION 2. Substituted Certificates

7

Exhibit 3.2

Any person claiming a certificate for shares to have been lost, stolen or destroyed shall make an affidavit or affirmation of that fact shall give the Corporation and its registrar or registrars and its transfer agent or agents a bond of indemnity satisfactory to the Directors or officers of the Corporation, and, if required by the Directors or officers, shall advertise the same in such manner as may be required, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to have been lost, stolen or destroyed.

SECTION 3. Voting Upon Shares Held by the Corporation

Unless otherwise ordered by the Directors, the Executive Committee may appoint the Chairman of the Board, the President or any officer of the Corporation to have full power and authority, in person or by proxy, on behalf of the Corporation to vote, act and consent with respect to any shares issued by other corporations which the Corporation may own.

SECTION 4. Corporate Seal

The seal of the Corporation shall be circular in form with the name of the Corporation stamped around the margin and the word “Seal” stamped across the center.

SECTION 5. Articles to Govern

In case any provision of these Regulations shall be inconsistent with the Articles of Incorporation, the Articles of Incorporation shall govern.

SECTION 6. Amendments

These Regulations may be amended (i) to the extent permitted by Chapter 1701 of the Ohio Revised Code, by the Directors, or (ii) by the affirmative vote of the holders of record entitled to exercise a majority of the voting power on such proposal if such proposal has been recommended by a vote of the Directors then in office as being in the best interests of the Corporation and its shareholders.

SECTION 7. Emergency Regulations

The Directors may adopt emergency regulations, either before or during an emergency, as that term is defined in the Ohio Revised Code, or in any other relevant law in effect at the time of the adoption of the emergency regulations. Such regulations shall be operative only during an emergency, notwithstanding any different provisions elsewhere in these Regulations. The emergency regulations may include such provisions as are authorized by law. Unless otherwise provided by such emergency regulations, the special rules contained in the Ohio Revised Code shall be applicable during such an emergency, notwithstanding any different provisions elsewhere in these Regulations.

8

EX-10.1

Exhibit 10.1

DIRECTOR INDEMNIFICATION AGREEMENT

This Director Indemnification Agreement, dated as of ______________, 2013 (this “Agreement”), is made by and between The Timken Company, an Ohio corporation (the “Company”), and _______________________ (“Indemnitee”), who is a director of the Company.

RECITALS:

A.    Section 1701.59 of the Ohio Revised Code (the “ORC”) provides that the business and affairs of a corporation shall be managed by or under the direction of its directors.

B.    By virtue of the managerial prerogatives vested in the directors of an Ohio corporation, directors act as fiduciaries of the corporation and its shareholders.

C.    Thus, it is critically important to the Company and its shareholders that the Company be able to attract and retain the most capable individuals reasonably available to serve as directors of the Company.

D.    In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, ORC §1701.13(E) authorizes (and in some instances requires) corporations to indemnify their directors, authorizes (and sometimes requires) corporations to advance funds to pay for expenses of its directors prior to the final disposition of an action, suit or proceeding, and further authorizes corporations to purchase and maintain insurance for the benefit of their directors.

E.    Indemnification by a corporation serves the policies of (1) allowing directors to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation; (2) encouraging capable women and men to serve as corporate directors, secure in the knowledge that the corporation will absorb the costs of defending their honesty and integrity; and (3) allowing directors and corporations to dispose of vexacious and distracting litigation through negotiation of settlements.

F.    The number of lawsuits challenging the judgment and actions of corporate directors, the costs of defending those lawsuits, and the threat to directors’ personal assets have all materially increased over the past several years, chilling the willingness of capable individuals to undertake the responsibilities imposed on corporate directors.

G.    Federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have imposed additional disclosure and corporate governance obligations on directors of public companies and have exposed such directors to additional and substantially broadened civil liabilities. These legislative and regulatory initiatives have also exposed directors of public companies to a significantly greater risk of criminal proceedings, with attendant defense costs and potential criminal fines and penalties.

H.    Under Ohio law, a director’s right to be reimbursed for the costs of defense of criminal actions, whether such claims are asserted under state or federal law, does not depend upon the merits of the claims asserted against the director, which are separate and distinct from any right to indemnification the director may be able to establish, and indemnification of the director against criminal fines and penalties is permitted if the director satisfies the applicable standard of conduct as a director.

I.    Indemnitee is a director of the Company and Indemnitee’s willingness to continue to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify Indemnitee in accordance with the principles reflected above, to the fullest extent permitted by the laws of the state of Ohio, and upon the other undertakings set forth in this Agreement.

J.    Article IV, Section 1 of the Company’s Amended Regulations (the “Regulations”) requires the Company to indemnify any person who is or was a director of the Company to the fullest extent then permitted by law. Further, Article IV, Section 3 of the Regulations provides that the Company may, to the fullest extent then permitted by law, enter into indemnification agreements with any persons that the Company may indemnify under the Regulations.

K.    Therefore, in recognition of the need to provide Indemnitee with contractual protection against personal liability, in order to procure Indemnitee’s continued service as a director of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s Amended Articles of Incorporation or Regulations (collectively, the “Constituent Documents”), any change in the composition of the Company’s Board of Directors (the “Board”) or any change-in-control or business combination transaction relating to the Company), or any change in the director’s status through retirement or resignation, the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

L.    In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

AGREEMENT:

NOW, THEREFORE, the parties hereby agree as follows:

1.Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a)    “Change in Control” means the occurrence after the date of this Agreement of any of the following events:

(i)    the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of the combined voting power of the then-outstanding Voting Stock of the Company; provided, however, that:

(A)    for purposes of this Section 1(a)(i), the following acquisitions will not constitute a Change in Control: (1) any acquisition of Voting Stock of the Company directly from the Company that is approved by a majority of the Incumbent Directors, (2) any acquisition of Voting Stock of the Company by the Company or any Subsidiary, (3) any acquisition of Voting Stock of the Company by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, and (4) any acquisition of Voting Stock of the Company by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 1(a)(iii) below;

(B)    if any Person acquires beneficial ownership of 30% or more of combined voting power of the then-outstanding Voting Stock of the Company as a result of a transaction described in clause (A)(1) of Section 1(a)(i) and such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting Stock of the Company, other than in an acquisition directly from the Company that is approved by a majority of the Incumbent Directors or other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally, such subsequent acquisition will be deemed to constitute a Change in Control;

(C)    a Change in Control will not be deemed to have occurred if a Person acquires beneficial ownership of 30% or more of the Voting Stock of the Company as a result of a reduction in the number of shares of Voting Stock of the Company outstanding pursuant to a transaction or series of transactions that is approved by a majority of the Incumbent Directors unless and until such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting Stock of the Company, other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally; and

(D)    if at least a majority of the Incumbent Directors determine in good faith that a Person has acquired beneficial ownership of 30% or more of the Voting Stock of the Company inadvertently, and such Person divests as promptly as practicable but no later than the date, if any, set by the Incumbent Directors a sufficient number of shares so that such Person beneficially owns less than 30% of the Voting Stock of the Company, then no Change in Control will have occurred as a result of such Person’s acquisition; or

(ii)    a majority of the Directors are not Incumbent Directors; or

(iii)    the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of the stock or assets of another corporation, or other transaction (each, a “Business Combination”), unless, in each case, immediately following such Business Combination (A) the Voting Stock of the Company outstanding immediately prior to such Business Combination continues to represent (either by remaining outstanding or by being converted into Voting Stock of the surviving entity or any parent thereof) at least 51% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no Person (other than the Company, such entity resulting from such Business Combination, or any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting from such Business Combination beneficially owns, directly or indirectly, 30% or more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination, and (C) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv)    approval by the shareholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 1(a)(iii).

For purposes of this Section 1(a) and as used elsewhere in this Agreement, the following terms have the following meanings:

(A)    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(B)    “Incumbent Directors” means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s shareholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual will not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the

election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(C)    “Subsidiary” means an entity in which the Company or any holding company as described in ORC §1701.802(A) directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock.

(D)    “Voting Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).

(b)    “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by the Company or any other person, including without limitation any federal, state or other governmental entity, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding.

(c)    “Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise will be deemed to constitute control for purposes of this definition.

(d)    “Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(e)    “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or otherwise participating in (including on appeal), or preparing to investigate, defend, be a witness in or otherwise participate in (including on appeal), any Claim, and any amounts paid in settlement prior to a final, nonappealable judgment or conviction.

(f)    “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee will be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled

Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(g)    “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

(h)    “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company (or any Subsidiary) or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” will not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(i)    “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other) and amounts paid in settlement following a final, nonappealable judgment or conviction, including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

2.Indemnification Obligation. Subject to Section 7, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted or required by the laws of the State of Ohio in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that, except as provided in Sections 4 and 20, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim.

3.Advancement of Expenses. Indemnitee will have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. For purposes of obtaining payments of Expenses in advance of final disposition, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit A attached hereto and made a part hereof (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein, the “Undertaking”), averring that the Indemnitee has reasonably incurred or will reasonably incur actual Expenses in defending an Indemnifiable Claim. The Undertaking need not be secured and the Company must accept the Undertaking without reference to Indemnitee’s ability to repay the Expenses. Unless at the time of the Indemnitee’s act or omission at issue, the Constituent Documents prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee will be eligible to execute Part A of the Undertaking by which the Indemnitee undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a

court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee will be eligible to execute Part B of the Undertaking by which the Indemnitee undertakes to repay such amount if it ultimately is determined that the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto will be required to be repaid by the Indemnitee only if the Indemnitee is required to do so under the terms of both Part A and Part B of the Undertaking. In no event will Indemnitee’s right to the payment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertakings set forth in Exhibit A.

4.Indemnification for Additional Expenses. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification or payment, advancement or reimbursement of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.

5.Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

6.Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss will not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

7.Determination of Right to Indemnification.

(a)    To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including without limitation through a dismissal without prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7

(b)) will be required. In the event that a matter as to which there has been a dismissal without prejudice is later revived in the same or similar form, that matter will be treated as a new Claim for all purposes of this Agreement.

(b)    To the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable Claim that will have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Ohio law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct Determination”) will be made as follows: (i) if a Change in Control shall not have occurred, or if a Change in Control shall have occurred but Indemnitee shall have requested that the Standard of Conduct Determination be made pursuant to this clause (i), (A) by a majority vote of a quorum consisting of the Disinterested Directors, (B) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or (C) if such quorum of Disinterested Directors is not available or if a majority of such a quorum so direct, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred and Indemnitee shall not have requested that the Standard of Conduct Determination be made pursuant to clause (i), by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.

(c)    The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 7(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 7 to make the Standard of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, that is permitted under the provisions of Section 7(e) to make such determination and (ii) Indemnitee shall have fulfilled his/her obligations set forth in the second sentence of Section 7(b), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information relating thereto.

(d)    If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 7(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Ohio law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 7(b) or (c) to have satisfied any applicable standard of conduct under Ohio law which is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee, within five business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses.

(e)    If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five business days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(h), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected will act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 7(e) to make the Standard of Conduct Determination shall have been selected within 30 days after the Company gives its initial notice pursuant to the first sentence of this Section 7(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 7(e), as the case may be, either the Company or Indemnitee may petition the Federal or state courts of Ohio for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the court or by such other person as the court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 7(b).

8.Presumption of Entitlement. In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the state or federal courts in Ohio. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

9.No Other Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.

10.Non‑Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any

amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.

11.Liability Insurance and Funding. For the duration of Indemnitee’s service as a director of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. The Company shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. Without limiting the generality or effect of the two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i)  without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. The Company may, but shall not be required to, create a trust fund, grant a security interest or use other means, including without limitation a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement.

12.Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).

13.No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

14.Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such

settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

15.Successors and Binding Agreement.(1) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A)) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A) (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.

(a)    This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(b)    This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company will have no liability to pay any amount so attempted to be assigned or transferred.

(d)    This Agreement supercedes in its entirety the Indemnification Agreement, dated as of [●], between the Company and Indemnitee.     

16.Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile or electronic mail transmission (with receipt thereof confirmed orally or electronically), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next‑day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

17.Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Ohio, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the state and Federal courts in Ohio for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state or Federal courts in Ohio.

18.Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

19.Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

20.Legal Fees and Expenses. It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement (including its obligations under Section 3) or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s entering into

an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship shall exist between Indemnitee and such counsel. Without respect to whether Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by Indemnitee in connection with any of the foregoing.

21.Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (a) “it” or “its” or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms “Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, (e) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (f) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

22.Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same agreement.

[Signatures Appear On Following Page]

IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.

THE TIMKEN COMPANY

1835 Dueber Avenue, S.W.

Canton, Ohio 44706-2798

By:

Name:

Title:

[INDEMNITEE]

[Address]

[Indemnitee]

EXHIBIT A

UNDERTAKING

UNDERTAKING

STATE OF             )

)    SS

COUNTY OF             )

I, _________________________________, being first duly sworn, do depose and say as follows:

1.    This Undertaking is submitted pursuant to the Director Indemnification Agreement, dated ____________, 2013, between The Timken Company, an Ohio corporation (the “Company”) and the undersigned.

2.    I am requesting payment of Expenses that I have reasonably incurred or will reasonably incur in defending an Indemnifiable Claim referred to in the aforesaid Director Indemnification Agreement.

3.    The Expenses for which payment is requested are, in general, all expenses related to

______________________________________________________________________________

______________________________________________________________________________

_____________________________________________________________________________.

4.    Part A

I hereby undertake to (a) repay all amounts paid pursuant hereto if it is proved by clear and convincing evidence in a court of competent jurisdiction that my action or failure to act which is the subject of the matter described herein involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (b) reasonably cooperate with the Company concerning the action, suit, proceeding or claim.

__________________________________________

[INDEMNITEE NAME]

5.    Part B

I hereby undertake to repay all amounts paid pursuant hereto if it ultimately is determined that I am not entitled to be indemnified by the Company under the aforesaid Director Indemnification Agreement or otherwise.

____________________________________

[Signature of Indemnitee]

Subscribed and sworn to before me, a Notary Public in and for said County and State, this _____ day of _________, 2___.

[Seal]

My commission expires the ____ day of ___________, 2___.

EX-10.2

Exhibit 10.2

OFFICER INDEMNIFICATION AGREEMENT

This Officer Indemnification Agreement, dated as of ______________, 2013 (this “Agreement”), is made by and between The Timken Company, an Ohio corporation (the “Company”), and _______________________ (“Indemnitee”), who is an officer of the Company.

RECITALS:

A.    It is critically important to the Company and its shareholders that the Company be able to attract and retain the most capable individuals reasonably available to serve as officers of the Company.

B.    In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, ORC §1701.13(E) authorizes (and in some instances requires) corporations to indemnify their officers, authorizes (and sometimes requires) corporations to advance funds to pay for expenses of its officers prior to the final disposition of an action, suit or proceeding, and further authorizes corporations to purchase and maintain insurance for the benefit of their officers.

C.    Indemnification by a corporation serves the policies of (1) allowing officers to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation; (2) encouraging capable women and men to serve as corporate officers, secure in the knowledge that the corporation will absorb the costs of defending their honesty and integrity; and (3) allowing officers and corporations to dispose of vexacious and distracting litigation through negotiation of settlements.

D.    The number of lawsuits challenging the judgment and actions of corporate officers, the costs of defending those lawsuits, and the threat to officers’ personal assets have all materially increased over the past several years, chilling the willingness of capable individuals to undertake the responsibilities imposed on corporate officers.

E.    Federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have imposed additional disclosure and corporate governance obligations on officers of public companies and have exposed such officers to additional and substantially broadened civil liabilities.

F.    These legislative and regulatory initiatives have also exposed officers of public companies to a significantly greater risk of criminal proceedings, with attendant defense costs and potential criminal fines and penalties.

G.     Indemnitee is an officer of the Company and Indemnitee’s willingness to continue to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify Indemnitee in accordance with the principles reflected above, to the fullest extent permitted by the laws of the state of Ohio, and upon the other undertakings set forth in this Agreement.

H.    Article IV, Section 1 of the Company’s Amended Regulations (the “Regulations”) requires the Company to indemnify any person who is or was an officer of the Company to the fullest extent then permitted by law. Further, Article IV, Section 3 of the Regulations provides that the Company may, to the fullest extent then permitted by law, enter into indemnification agreements with any persons that the Company may indemnify under the Regulations.

I.    Therefore, in recognition of the need to provide Indemnitee with contractual protection against personal liability, in order to procure Indemnitee’s continued service as an officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s Amended Articles of Incorporation or Regulations

(collectively, the “Constituent Documents”), any change in the composition of the Company’s Board of Directors (the “Board”) or any change-in-control or business combination transaction relating to the Company), or any change in the officer’s status through retirement or resignation, the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

J.    In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

AGREEMENT:

NOW, THEREFORE, the parties hereby agree as follows:

1.Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a)    “Change in Control” means the occurrence after the date of this Agreement of any of the following events:

(i)    the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of the combined voting power of the then-outstanding Voting Stock of the Company; provided, however, that:

(A)    for purposes of this Section 1(a)(i), the following acquisitions will not constitute a Change in Control: (1) any acquisition of Voting Stock of the Company directly from the Company that is approved by a majority of the Incumbent Directors, (2) any acquisition of Voting Stock of the Company by the Company or any Subsidiary, (3) any acquisition of Voting Stock of the Company by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, and (4) any acquisition of Voting Stock of the Company by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 1(a)(iii) below;

(B)    if any Person acquires beneficial ownership of 30% or more of combined voting power of the then-outstanding Voting Stock of the Company as a result of a transaction described in clause (A)(1) of Section 1(a)(i) and such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting Stock of the Company, other than in an acquisition directly from the Company that is approved by a majority of the Incumbent Directors or other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally, such subsequent acquisition will be deemed to constitute a Change in Control;

(C)    a Change in Control will not be deemed to have occurred if a Person acquires beneficial ownership of 30% or more of the Voting Stock of the Company as a result of a reduction in the number of shares of Voting Stock of the Company outstanding pursuant to a transaction or series of transactions that is approved by a majority of the Incumbent Directors unless and until such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting Stock of the Company, other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally; and

(D)    if at least a majority of the Incumbent Directors determine in good faith that a Person has acquired beneficial ownership of 30% or more of the Voting Stock of the

Company inadvertently, and such Person divests as promptly as practicable but no later than the date, if any, set by the Incumbent Directors a sufficient number of shares so that such Person beneficially owns less than 30% of the Voting Stock of the Company, then no Change in Control will have occurred as a result of such Person’s acquisition; or

(ii)    a majority of the Directors are not Incumbent Directors; or

(iii)    the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of the stock or assets of another corporation, or other transaction (each, a “Business Combination”), unless, in each case, immediately following such Business Combination (A) the Voting Stock of the Company outstanding immediately prior to such Business Combination continues to represent (either by remaining outstanding or by being converted into Voting Stock of the surviving entity or any parent thereof) at least 51% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no Person (other than the Company, such entity resulting from such Business Combination, or any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting from such Business Combination beneficially owns, directly or indirectly, 30% or more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination, and (C) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv)    approval by the shareholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 1(a)(iii).

For purposes of this Section 1(a) and as used elsewhere in this Agreement, the following terms have the following meanings:

(A)    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(B)    “Incumbent Directors” means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s shareholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual will not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(C)    “Subsidiary” means an entity in which the Company or any holding company as described in ORC §1701.802(A) directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock.

(D)    “Voting Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).

(b)    “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or

other, and whether made pursuant to federal, state or other law; and (ii) any threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by the Company or any other person, including without limitation any federal, state or other governmental entity, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding.

(c)    “Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise will be deemed to constitute control for purposes of this definition.

(d)    “Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(e)    “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or otherwise participating in (including on appeal), or preparing to investigate, defend, be a witness in or otherwise participate in (including on appeal), any Claim, and any amounts paid in settlement prior to a final, nonappealable judgment or conviction.

(f)    “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee will be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(g)    “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

(h)    “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company (or any Subsidiary) or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other named (or, as to a

threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” will not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(i)    “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other) and amounts paid in settlement following a final, nonappealable judgment or conviction, including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

2.Indemnification Obligation. Subject to Section 7, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted or required by the laws of the State of Ohio in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that, except as provided in Sections 4 and 20, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim.

3.Advancement of Expenses. Indemnitee will have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. For purposes of obtaining payments of Expenses in advance of final disposition, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit A attached hereto and made a part hereof (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein, the “Undertaking”), averring that the Indemnitee has reasonably incurred or will reasonably incur actual Expenses in defending an Indemnifiable Claim. The Undertaking need not be secured and the Company must accept the Undertaking without reference to Indemnitee’s ability to repay the Expenses. In no event will Indemnitee’s right to the payment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertakings set forth in Exhibit A.

4.Indemnification for Additional Expenses. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification or payment, advancement or reimbursement of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.

5.Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

6.Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or

Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss will not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

7.Determination of Right to Indemnification.

(a)    To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including without limitation through a dismissal without prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7(b)) will be required. In the event that a matter as to which there has been a dismissal without prejudice is later revived in the same or similar form, that matter will be treated as a new Claim for all purposes of this Agreement.

(b)    To the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable Claim that will have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Ohio law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct Determination”) will be made as follows: (i) if a Change in Control shall not have occurred, or if a Change in Control shall have occurred but Indemnitee shall have requested that the Standard of Conduct Determination be made pursuant to this clause (i), (A) by a majority vote of a quorum consisting of the Disinterested Directors, (B) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or (C) if such quorum of Disinterested Directors is not available or if a majority of such a quorum so direct, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred and Indemnitee shall not have requested that the Standard of Conduct Determination be made pursuant to clause (i), by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.

(c)    The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 7(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 7 to make the Standard of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, that is permitted under the provisions of Section 7(e) to make such determination and (ii) Indemnitee shall have fulfilled his/her obligations set forth in the second sentence of Section 7(b), then Indemnitee shall be deemed to

have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information relating thereto.

(d)    If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 7(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Ohio law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 7(b) or (c) to have satisfied any applicable standard of conduct under Ohio law which is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee, within five business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses.

(e)    If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five business days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(h), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected will act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 7(e) to make the Standard of Conduct Determination shall have been selected within 30 days after the Company gives its initial notice pursuant to the first sentence of this Section 7(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 7(e), as the case may be, either the Company or Indemnitee may petition the Federal or state courts of Ohio for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the court or by such other person as the court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 7(b).

8.Presumption of Entitlement. In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the state or federal courts in Ohio. No determination

by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

9.No Other Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.

10.Non‑Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.

11.Liability Insurance and Funding. For the duration of Indemnitee’s service as an officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. The Company shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. Without limiting the generality or effect of the two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i)  without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. The Company may, but shall not be required to, create a trust fund, grant a security interest or use other means, including without limitation a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement.

12.Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).

13.No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from

any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

14.Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

15.Successors and Binding Agreement.(1) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A)) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A) (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.

(a)    This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(b)    This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company will have no liability to pay any amount so attempted to be assigned or transferred.

(c)    This Agreement supercedes in its entirety the Indemnification Agreement, dated as of [●], between the Company and Indemnitee.

16.Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder shall be in

writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile or electronic mail transmission (with receipt thereof confirmed orally or electronically), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next‑day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

17.Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Ohio, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the state and Federal courts in Ohio for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state or Federal courts in Ohio.

18.Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

19.Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

20.Legal Fees and Expenses. It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement (including its obligations under Section 3) or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship shall exist between Indemnitee and such counsel. Without respect

to whether Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by Indemnitee in connection with any of the foregoing.

21.Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (a) “it” or “its” or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms “Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, (e) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (f) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

22.Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same agreement.

[Signatures Appear On Following Page]

IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.

THE TIMKEN COMPANY

1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798

By:

Name:

Title:

[INDEMNITEE]

[Address]

[Indemnitee]

EXHIBIT A

UNDERTAKING

UNDERTAKING

STATE OF             )

)    SS

COUNTY OF             )

I, _________________________________, being first duly sworn, do depose and say as follows:

1.    This Undertaking is submitted pursuant to the Officer Indemnification Agreement, dated ____________, 2013, between The Timken Company, an Ohio corporation (the “Company”) and the undersigned.

2.    I am requesting payment of Expenses that I have reasonably incurred or will reasonably incur in defending an Indemnifiable Claim referred to in the aforesaid Officer Indemnification Agreement.

3.    The Expenses for which payment is requested are, in general, all expenses related to

______________________________________________________________________________

______________________________________________________________________________

_____________________________________________________________________________.

4.    I hereby undertake to repay all amounts paid pursuant hereto if it ultimately is determined that I am not entitled to be indemnified by the Company under the aforesaid Officer Indemnification Agreement or otherwise.

____________________________________

[Signature of Indemnitee]

Subscribed and sworn to before me, a Notary Public in and for said County and State, this _____ day of _________, 2___.

[Seal]

My commission expires the ____ day of ___________, 2___.

EX-10.3

Exhibit 10.3

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This Director and Officer Indemnification Agreement, dated as of ______________, 2013 (this “Agreement”), is made by and between The Timken Company, an Ohio corporation (the “Company”), and _______________________ (“Indemnitee”), who is a director and an officer of the Company.

RECITALS:

A.    Section 1701.59 of the Ohio Revised Code (the “ORC”) provides that the business and affairs of a corporation shall be managed by or under the direction of its directors.

B.    By virtue of the managerial prerogatives vested in the directors of an Ohio corporation, directors act as fiduciaries of the corporation and its shareholders.

C.    Thus, it is critically important to the Company and its shareholders that the Company be able to attract and retain the most capable individuals reasonably available to serve as directors and as officers of the Company.

D.    In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, ORC §1701.13(E) authorizes (and in some instances requires) corporations to indemnify their directors and/or officers, authorizes (and sometimes requires) corporations to advance funds to pay for expenses of its directors and/or officers prior to the final disposition of an action, suit or proceeding, and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.

E.    Indemnification by a corporation serves the policies of (1) allowing directors and officers to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation; (2) encouraging capable women and men to serve as corporate directors and officers, secure in the knowledge that the corporation will absorb the costs of defending their honesty and integrity; and (3) allowing directors, officers and corporations to dispose of vexacious and distracting litigation through negotiation of settlements.

F.    The number of lawsuits challenging the judgment and actions of corporate directors and officers, the costs of defending those lawsuits, and the threat to directors’ and officers’ personal assets have all materially increased over the past several years, chilling the willingness of capable individuals to undertake the responsibilities imposed on corporate directors and/or officers.

G.    Federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have imposed additional disclosure and corporate governance obligations on directors and officers of public companies and have exposed such directors and officers to additional and substantially broadened civil liabilities. These legislative and regulatory initiatives have also exposed directors and officers of public companies to a significantly greater risk of criminal proceedings, with attendant defense costs and potential criminal fines and penalties.

H.    Under Ohio law, a director’s right to be reimbursed for the costs of defense of criminal actions, whether such claims are asserted under state or federal law, does not depend upon the merits of the claims asserted against the director, which are separate and distinct from any right to indemnification the director may be able to establish, and indemnification of the director against criminal fines and penalties is permitted if the director satisfies the applicable standard of conduct as a director.

I.    Indemnitee is a director and an officer of the Company and Indemnitee’s willingness to continue to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify Indemnitee in accordance with the principles reflected above, to the fullest extent permitted by the laws of the state of Ohio, and upon the other undertakings set forth in this Agreement.

J.    Article IV, Section 1 of the Company’s Amended Regulations (the “Regulations”) requires the Company to indemnify any person who is or was a director or an officer of the Company to the fullest extent then permitted by law. Further, Article IV, Section 3 of the Regulations provides that the Company may, to the fullest extent then permitted by law, enter into indemnification agreements with any persons that the Company may indemnify under the Regulations.

K.    Therefore, in recognition of the need to provide Indemnitee with contractual protection against personal liability, in order to procure Indemnitee’s continued service as a director and an officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s Amended Articles of Incorporation or Regulations (collectively, the “Constituent Documents”), any change in the composition of the Company’s Board of Directors (the “Board”) or any change-in-control or business combination transaction relating to the Company), or any change in the director’s or officer’s status through retirement or resignation, the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

L.    In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

AGREEMENT:

NOW, THEREFORE, the parties hereby agree as follows:

1.Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a)    “Change in Control” means the occurrence after the date of this Agreement of any of the following events:

(i)    the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of the combined voting power of the then-outstanding Voting Stock of the Company; provided, however, that:

(A)    for purposes of this Section 1(a)(i), the following acquisitions will not constitute a Change in Control: (1) any acquisition of Voting Stock of the Company directly from the Company that is approved by a majority of the Incumbent Directors, (2) any acquisition of Voting Stock of the Company by the Company or any Subsidiary, (3) any acquisition of Voting Stock of the Company by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, and (4) any acquisition of Voting Stock of the Company by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 1(a)(iii) below;

(B)    if any Person acquires beneficial ownership of 30% or more of combined voting power of the then-outstanding Voting Stock of the Company as a result of a transaction described in clause (A)(1) of Section 1(a)(i) and such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting Stock of the Company, other than in an acquisition directly from the Company that is approved by a majority of the Incumbent Directors or other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally, such subsequent acquisition will be deemed to constitute a Change in Control;

(C)    a Change in Control will not be deemed to have occurred if a Person acquires beneficial ownership of 30% or more of the Voting Stock of the Company as a result of a reduction in the number of shares of Voting Stock of the Company outstanding pursuant to a transaction or series of transactions that is approved by a majority of the Incumbent Directors unless and until such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting Stock of the Company, other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally; and

(D)    if at least a majority of the Incumbent Directors determine in good faith that a Person has acquired beneficial ownership of 30% or more of the Voting Stock of the Company inadvertently, and such Person divests as promptly as practicable but no later than the date, if any, set by the Incumbent Directors a sufficient number of shares so that such Person beneficially owns less than 30% of the Voting Stock of the Company, then no Change in Control will have occurred as a result of such Person’s acquisition; or

(ii)    a majority of the Directors are not Incumbent Directors; or

(iii)    the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of the stock or assets of another corporation, or other transaction (each, a “Business Combination”), unless, in each case, immediately following such Business Combination (A) the Voting Stock of the Company outstanding immediately prior to such Business Combination continues to represent (either by remaining outstanding or by being converted into Voting Stock of the surviving entity or any parent thereof) at least 51% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no Person (other than the Company, such entity resulting from such Business Combination, or any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting from such Business Combination beneficially owns, directly or indirectly, 30% or more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination, and (C) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv)    approval by the shareholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 1(a)(iii).

For purposes of this Section 1(a) and as used elsewhere in this Agreement, the following terms have the following meanings:

(A)    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(B)    “Incumbent Directors” means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s shareholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual will not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the

election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(C)    “Subsidiary” means an entity in which the Company or any holding company as described in ORC §1701.802(A) directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock.

(D)    “Voting Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).

(b)    “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by the Company or any other person, including without limitation any federal, state or other governmental entity, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding.

(c)    “Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise will be deemed to constitute control for purposes of this definition.

(d)    “Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(e)    “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or otherwise participating in (including on appeal), or preparing to investigate, defend, be a witness in or otherwise participate in (including on appeal), any Claim, and any amounts paid in settlement prior to a final, nonappealable judgment or conviction.

(f)    “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee will be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled

Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(g)    “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

(h)    “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company (or any Subsidiary) or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” will not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(i)    “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other) and amounts paid in settlement following a final, nonappealable judgment or conviction, including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

2.Indemnification Obligation. Subject to Section 7, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted or required by the laws of the State of Ohio in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that, except as provided in Sections 4 and 20, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim.

3.Advancement of Expenses. Indemnitee will have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. For purposes of obtaining payments of Expenses in advance of final disposition, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit A attached hereto and made a part hereof (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein, the “Undertaking”), averring that the Indemnitee has reasonably incurred or will reasonably incur actual Expenses in defending an Indemnifiable Claim. The Undertaking need not be secured and the Company must accept the Undertaking without reference to Indemnitee’s ability to repay the Expenses. Unless at the time of the Indemnitee’s act or omission at issue, the Constituent Documents prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee will be eligible to execute Part A of the Undertaking by which the Indemnitee undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a

court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee will be eligible to execute Part B of the Undertaking by which the Indemnitee undertakes to repay such amount if it ultimately is determined that the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto will be required to be repaid by the Indemnitee only if the Indemnitee is required to do so under the terms of both Part A and Part B of the Undertaking. In no event will Indemnitee’s right to the payment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertakings set forth in Exhibit A.

4.Indemnification for Additional Expenses. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification or payment, advancement or reimbursement of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.

5.Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

6.Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss will not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

7.Determination of Right to Indemnification.

(a)    To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including without limitation through a dismissal without prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7

(b)) will be required. In the event that a matter as to which there has been a dismissal without prejudice is later revived in the same or similar form, that matter will be treated as a new Claim for all purposes of this Agreement.

(b)    To the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable Claim that will have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Ohio law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct Determination”) will be made as follows: (i) if a Change in Control shall not have occurred, or if a Change in Control shall have occurred but Indemnitee shall have requested that the Standard of Conduct Determination be made pursuant to this clause (i), (A) by a majority vote of a quorum consisting of the Disinterested Directors, (B) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or (C) if such quorum of Disinterested Directors is not available or if a majority of such a quorum so direct, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred and Indemnitee shall not have requested that the Standard of Conduct Determination be made pursuant to clause (i), by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.

(c)    The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 7(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 7 to make the Standard of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, that is permitted under the provisions of Section 7(e) to make such determination and (ii) Indemnitee shall have fulfilled his/her obligations set forth in the second sentence of Section 7(b), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information relating thereto.

(d)    If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 7(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Ohio law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 7(b) or (c) to have satisfied any applicable standard of conduct under Ohio law which is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee, within five business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses.

(e)    If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five business days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(h), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected will act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 7(e) to make the Standard of Conduct Determination shall have been selected within 30 days after the Company gives its initial notice pursuant to the first sentence of this Section 7(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 7(e), as the case may be, either the Company or Indemnitee may petition the Federal or state courts of Ohio for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the court or by such other person as the court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 7(b).

8.Presumption of Entitlement. In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the state or federal courts in Ohio. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

9.No Other Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.

10.Non‑Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any

amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.

11.Liability Insurance and Funding. For the duration of Indemnitee’s service as a director or as an officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. The Company shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. Without limiting the generality or effect of the two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i)  without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. The Company may, but shall not be required to, create a trust fund, grant a security interest or use other means, including without limitation a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement.

12.Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).

13.No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

14.Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such

settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

15.Successors and Binding Agreement.(1) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A)) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A) (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.

(a)    This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(b)    This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company will have no liability to pay any amount so attempted to be assigned or transferred.

(d)    This Agreement supercedes in its entirety the Indemnification Agreement, dated as of [●], between the Company and Indemnitee.     

16.Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile or electronic mail transmission (with receipt thereof confirmed orally or electronically), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next‑day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

17.Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Ohio, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the state and Federal courts in Ohio for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state or Federal courts in Ohio.

18.Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

19.Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

20.Legal Fees and Expenses. It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement (including its obligations under Section 3) or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s entering into

an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship shall exist between Indemnitee and such counsel. Without respect to whether Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by Indemnitee in connection with any of the foregoing.

21.Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (a) “it” or “its” or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms “Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, (e) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (f) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

22.Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same agreement.

[Signatures Appear On Following Page]

IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.

THE TIMKEN COMPANY

1835 Dueber Avenue, S.W.

Canton, Ohio 44706-2798

By:

Name:

Title:

[INDEMNITEE]

[Address]

[Indemnitee]

EXHIBIT A

UNDERTAKING

UNDERTAKING

STATE OF             )

)    SS

COUNTY OF             )

I, _________________________________, being first duly sworn, do depose and say as follows:

1.    This Undertaking is submitted pursuant to the Director and Officer Indemnification Agreement, dated ____________, 2013, between The Timken Company, an Ohio corporation (the “Company”), and the undersigned.

2.    I am requesting payment of Expenses that I have reasonably incurred or will reasonably incur in defending an Indemnifiable Claim referred to in the aforesaid Director and Officer Indemnification Agreement.

3.    The Expenses for which payment is requested are, in general, all expenses related to

______________________________________________________________________________

______________________________________________________________________________

_____________________________________________________________________________.

4.    Part A

I hereby undertake to (a) repay all amounts paid pursuant hereto if it is proved by clear and convincing evidence in a court of competent jurisdiction that my action or failure to act which is the subject of the matter described herein involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (b) reasonably cooperate with the Company concerning the action, suit, proceeding or claim.

__________________________________________

[INDEMNITEE NAME]

5.    Part B

I hereby undertake to repay all amounts paid pursuant hereto if it ultimately is determined that I am not entitled to be indemnified by the Company under the aforesaid Director and Officer Indemnification Agreement or otherwise.

____________________________________

[Signature of Indemnitee]

Subscribed and sworn to before me, a Notary Public in and for said County and State, this _____ day of _________, 2___.

[Seal]

My commission expires the ____ day of ___________, 2___.

EX-12

EXHIBIT 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in millions, except ratio amounts)

	Six Months Ended June 30,						Years Ended December 31,
	2013			2012			2012		2011		2010			2009			2008
Income (loss) from continuing operations before tax	$	242.7		$	533.4		$	766.0	$	696.8	$	405.5		$	(94.2	)	$	439.6
Share of undistributed (losses) income from 50%-or-less-owned affiliates, excluding affiliates with guaranteed debt	$	(0.2	)	$	(0.2	)	$	0.5	$	0.5	$	(0.2	)	$	0.9		$	(1.4	)
Amortization of capitalized interest	1.0			1.0			2.0		2.0		2.0			1.9			1.8
Interest expense	12.6			16.7			31.1		36.8		38.2			41.9			44.4
Interest portion of rental expense	4.0			4.2			8.5		7.2		8.0			8.5			8.7
Earnings (loss)	$	260.1		$	555.1		$	808.1	$	743.3	$	453.5		$	(41.0	)	$	493.1
Interest	$	17.6		$	18.1		$	36.0	$	38.0	$	38.9		$	43.7		$	47.4
Interest portion of rental expense	4.0			4.2			8.5		7.2		8.0			8.5			8.7
Fixed Charges	$	21.6		$	22.3		$	44.5	$	45.2	$	46.9		$	52.2		$	56.1
Ratio of Earnings to Fixed Charges	12.04			24.89			18.16		16.44		9.67			(0.79		)	8.79

EX-31.1

Exhibit 31.1

Principal Executive Officer’s Certifications

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, James W. Griffith, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Timken Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2013

By: /s/ James W. Griffith

James W. Griffith,

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Principal Financial Officer’s Certifications

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Glenn A. Eisenberg, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Timken Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2013

By: /s/ Glenn A. Eisenberg

Glenn A. Eisenberg

Executive Vice President –

Finance and Administration

(Principal Financial Officer)

EX-32

Exhibit 32

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of The Timken Company (the “Company”) on Form 10-Q for the period ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: July 31, 2013

By: /s/ James W. Griffith

James W. Griffith

President and Chief Executive Officer

(Principal Executive Officer)

By: /s/ Glenn A. Eisenberg

Glenn A. Eisenberg

Executive Vice President-

Finance and Administration

(Principal Financial Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the Report or as a separate disclosure document.

XML

Segment Information

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment Information

The primary measurement used by management to measure the financial performance of each segment is EBIT (earnings before interest and taxes).

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net sales to external customers:
Mobile Industries	$	392.5		$	448.2		$	789.5		$	917.3
Process Industries	316.7			336.6			600.6			690.7
Aerospace	82.0			87.2			164.5			178.5
Steel	335.3			471.2			661.8			977.7
	$	1,126.5		$	1,343.2		$	2,216.4		$	2,764.2
Intersegment sales:
Mobile Industries	$	0.6		$	0.2		$	0.7		$	0.2
Process Industries	0.7			1.1			2.0			2.6
Steel	18.8			28.6			38.4			57.6
	$	20.1		$	29.9		$	41.1		$	60.4
Segment EBIT:
Mobile Industries	$	52.4		$	48.8		$	103.6		$	135.5
Process Industries	54.6			71.3			97.2			153.6
Aerospace	7.9			7.9			16.5			18.6
Steel	42.3			88.9			78.1			176.9
Total EBIT for reportable segments	$	157.2		$	216.9		$	295.4		$	484.6
Unallocated corporate expenses	(22.8		)	(23.0		)	(42.7		)	(43.7		)
CDSOA receipts, net of expense	—			109.5			—			109.5
Interest expense	(6.2		)	(8.1		)	(12.6		)	(16.7		)
Interest income	0.5			0.7			1.0			1.4
Intersegment adjustments	0.2			(0.1		)	1.6			(1.7		)
Income before income taxes	$	128.9		$	295.9		$	242.7		$	533.4

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Earnings Per Share (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Numerator:
Net Income Attributable to The Timken Company	$ 82.8	$ 183.6	$ 157.9	$ 339.3
Less: undistributed earnings allocated to nonvested stock	0.1	0.6	0.2	1.2
Net income available to common shareholders for basic earnings per share and diluted earnings per share	$ 82.7	$ 183.0	$ 157.7	$ 338.1
Denominator:
Weighted average number of shares outstanding, basic	95,695,015	97,265,627	95,732,984	97,355,740
Effect of dilutive securities:
Stock options and awards based on the treasury stock method	854,106	938,578	914,570	1,017,617
Weighted average number of shares outstanding, assuming dilution of stock options and awards	96,549,121	98,204,205	96,647,554	98,373,357
Basic earnings per share	$ 0.86	$ 1.88	$ 1.64	$ 3.47
Diluted earnings per share	$ 0.86	$ 1.86	$ 1.63	$ 3.44

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current Assets
Cash and cash equivalents	$ 396.8	$ 586.4
Accounts receivable, less allowances: 2013 - $11.3 million; 2012 - $12.1 million	624.2	546.7
Inventories, net	818.6	862.1
Deferred income taxes	69.1	98.6
Deferred charges and prepaid expenses	31.5	12.6
Other current assets	62.9	67.7
Total Current Assets	2,003.1	2,174.1
Property, Plant and Equipment, net	1,469.1	1,405.3
Other Assets
Goodwill	362.5	338.9
Other intangible assets	226.7	224.7
Deferred income taxes	6.3	62.5
Other non-current assets	38.6	39.2
Total Other Assets	634.1	665.3
Total Assets	4,106.3	4,244.7
Current Liabilities
Short-term debt	7.0	14.3
Accounts payable, trade	241.9	216.2
Salaries, wages and benefits	164.4	213.9
Income taxes payable	84.2	33.5
Deferred income taxes	7.3	2.9
Other current liabilities	157.9	177.5
Current portion of long-term debt	0.2	9.6
Total Current Liabilities	662.9	667.9
Non-Current Liabilities
Long-term debt	455.3	455.1
Accrued pension cost	245.9	391.4
Accrued postretirement benefits cost	360.6	371.8
Deferred income taxes	10.6	4.9
Other non-current liabilities	43.2	107.0
Total Non-Current Liabilities	1,115.6	1,330.2
Shareholders' Equity
Class I and II Serial Preferred Stock, without par value: Authorized – 10,000,000 shares each class, none issued	0	0
Common stock, without par value: Authorized – 200,000,000 shares Issued (including shares in treasury) (2013 – 98,375,135 shares; 2012 – 98,375,135 shares)	53.1	53.1
Other paid-in capital	889.6	891.4
Earnings invested in the business	2,524.9	2,411.2
Accumulated other comprehensive loss	(985.4)	(1,013.2)
Treasury shares at cost (2013 -3,368,897 shares; 2012 - 2,476,921 shares)	(170.6)	(110.3)
Total Shareholders' Equity	2,311.6	2,232.2
Noncontrolling Interest	16.2	14.4
Total Equity	2,327.8	2,246.6
Total Liabilities and Shareholders' Equity	$ 4,106.3	$ 4,244.7

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Inventories

6 Months Ended

Jun. 30, 2013

Inventory Disclosure [Abstract]

Inventories

Note 4 - Inventories

The components of inventories were as follows:

	June 30, 2013			December 31, 2012
Manufacturing supplies	$	56.6		$	64.3
Raw materials	79.4			110.7
Work in process	284.2			278.1
Finished products	423.4			430.4
Subtotal	843.6			883.5
Allowance for obsolete and surplus inventory	(25.0		)	(21.4		)
Total Inventories, net	$	818.6		$	862.1

Inventories are valued at the lower of cost or market, with approximately 55% valued by the last-in, first-out (LIFO) method and the remaining 45% valued by the first-in, first-out (FIFO) method. The majority of the Company's domestic inventories are valued by the LIFO method and all of the Company's international (outside the United States) inventories are valued by the FIFO method.

An actual valuation of the inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must be based on management’s estimates of expected year-end inventory levels and costs. Because these calculations are subject to many factors beyond management’s control, annual results may differ from interim results as they are subject to the final year-end LIFO inventory valuation.

The LIFO reserve at June 30, 2013 and December 31, 2012 was $281.2 million and $280.6 million, respectively. The Company recognized an increase in its LIFO reserve of $4.5 million and $0.6 million during the second quarter and first six months of 2013, respectively, compared to an increase in its LIFO reserve of $0.1 million and $9.2 million during the second quarter and first six months of 2012, respectively.

Based on current expectations of inventory levels and costs, the Company expects to recognize a decrease of approximately $0.7 million in its LIFO reserve for the year ended December 31, 2013. The expected decrease in the LIFO reserve for 2013 reflects lower anticipated costs, especially scrap steel costs. A 1.0% increase in costs would increase the current LIFO expense estimate for 2013 by $5.8 million. A 1.0% increase in inventory quantities would have no effect on the current LIFO expense estimate for 2013.

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

Fair values of the assets acquired and liabilities assumed

The following table presents the preliminary purchase price allocations, net of cash acquired, for acquisitions in 2013: 

	Initial Purchase  Price Allocation
Assets:
Accounts receivable, net	$	10.7
Inventories, net	12.7
Deferred charges and prepaid expenses	0.3
Other current assets	0.2
Property, plant and equipment, net	19.1
Goodwill	23.1
Other intangible assets	11.7
Total assets acquired	$	77.8
Liabilities:
Accounts payable, trade	$	4.1
Salaries, wages and benefits	1.3
Other current liabilities	1.0
Other non-current liabilities	4.1
Total liabilities assumed	$	10.5
Net assets acquired	$	67.3

Business Acquisition Purchase price allocation identifiable intangible assets

The following table summarizes the preliminary purchase price allocation for identifiable intangible assets acquired in 2013:

	Initial Purchase Price Allocation
			Weighted - Average Life
Trade name	$	0.9	8 years
Know-how	6.7		15 years
All customer relationships	3.8		10 years
Non-compete agreements	0.3		4 years
Total intangible assets allocated	$	11.7

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Impairment and Restructuring Charges (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Impairment and Restructuring Charges for the Mobile Segment
Severance expense and related benefit costs	$ 6.0	$ 16.5	$ 7.0	$ 16.6
Exit costs	0.7	0.2	0.9	0.3
Total	6.7	16.7	7.9	16.9
Mobile Industries [Member]
Impairment and Restructuring Charges for the Mobile Segment
Severance expense and related benefit costs	6.0	16.2	6.8	16.3
Exit costs	0.7	0.2	0.9	0.3
Total	6.7	16.4	7.7	16.6
Process Industries [Member]
Impairment and Restructuring Charges for the Mobile Segment
Severance expense and related benefit costs		0.3	0.2	0.3
Exit costs		0	0	0
Total		$ 0.3	$ 0.2	$ 0.3

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Impairment and Restructuring Charges

6 Months Ended

Jun. 30, 2013

Restructuring and Related Activities [Abstract]

Impairment and Restructuring Charges

Note 12 - Impairment and Restructuring Charges

Impairment and restructuring charges by segment are comprised of the following:

For the three months ended June 30, 2013:

	Mobile Industries		Total
Severance and related benefit costs	$	6.0	$	6.0
Exit costs	0.7		0.7
Total	$	6.7	$	6.7

For the three months ended June 30, 2012:

	Mobile Industries		Process Industries		Total
Severance and related benefit costs	$	16.2	$	0.3	$	16.5
Exit costs	0.2		—		0.2
Total	$	16.4	$	0.3	$	16.7

For the six months ended June 30, 2013:

	Mobile Industries		Process Industries		Total
Severance and related benefit costs	$	6.8	$	0.2	$	7.0
Exit costs	0.9		—		0.9
Total	$	7.7	$	0.2	$	7.9

For the six months ended June 30, 2012:

	Mobile Industries		Process Industries		Total
Severance expense and related benefit costs	$	16.3	$	0.3	$	16.6
Exit costs	0.3		—		0.3
Total	$	16.6	$	0.3	$	16.9

The following discussion explains the impairment and restructuring charges recorded for the periods presented; however, it is not intended to reflect a comprehensive discussion of all amounts in the tables above.

Mobile Industries

In May 2012, the Company announced the closure of its manufacturing facility in St. Thomas, Ontario, Canada (St. Thomas), which was expected to be completed in approximately one year, and was intended to consolidate bearing production at this plant with its existing U.S. operations to better align the Company's manufacturing footprint and customer base. The Company also moved customer service for the Canadian market to its offices in Toronto. The Company completed the closure of this manufacturing facility on March 31, 2013. The closure of the St. Thomas manufacturing facility displaced 190 employees. The Company expects to incur pretax costs of approximately $55 million to $65 million in connection with this closure, of which approximately $20 million to $25 million is expected to be pretax cash costs.

The Company has incurred pretax costs related to this closure of approximately $38.9 million as of June 30, 2013, including rationalization costs recorded in cost of products sold. During the second quarter of 2013, the Company recorded $5.5 million of severance and related benefits, including pension settlement charges of $5.2 million. During the first six months of 2013, the Company recorded $6.3 million of severance and related benefits related to this closure. During the second quarter of 2012, the Company recorded $16.5 million of severance and related benefits, including a curtailment of pension benefits of $10.7 million.

In March 2007, the Company announced the closure of its manufacturing facility in Sao Paulo, Brazil (Sao Paulo). The Company completed the closure of this manufacturing facility on March 31, 2010. Pretax costs associated with the closure could be as high as approximately $60 million, which includes restructuring costs and rationalization costs recorded in cost of products sold and selling, general and administrative expenses. Mobile Industries has incurred cumulative pretax costs of approximately $58.4 million as of June 30, 2013 related to this closure. During the first six months of 2012, the Company recorded $2.9 million of exit costs associated with the closure of this facility, primarily related to environmental remediation costs. The Company accrues environmental remediation costs when they are probable and estimable.

The following is a rollforward of the consolidated restructuring accrual for the six months ended June 30, 2013 and the twelve months ended December 31, 2012:

	June 30, 2013			December 31, 2012
Beginning balance, January 1	$	17.6		$	21.8
Expense	2.7			12.2
Payments	(8.3		)	(16.4		)
Ending balance	$	12.0		$	17.6

The restructuring accrual at June 30, 2013 and December 31, 2012 was included in other current liabilities on the Consolidated Balance Sheets. The restructuring accrual at June 30, 2013 excluded costs related to the settlement of pension benefit plans of $5.2 million. The restructuring accrual at June 30, 2013 included $4.8 million of environmental remediation costs, of which $3.9 million relates to Sao Paulo. The Company adjusts environmental remediation accruals based on the best available estimate of costs to be incurred, the timing and extent of remedial actions required by governmental authorities and the amount of the Company's liability in proportion to other responsible parties. The Company's estimated total liability for this site ranges from a minimum of $3.9 million to a maximum of $7.7 million. It is possible that the estimates may change in the near term.

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Financing Arrangements (Details 1) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Long-term debt
Total Long-term debt	$ 455.5	$ 464.7
Less current maturities	0.2	9.6
Long-term debt	455.3	455.1
Series A Medium Term Note [Member]
Long-term debt
Total Long-term debt	175.0	175.0
Senior Unsecured Notes [Member]
Long-term debt
Total Long-term debt	249.9	249.9
Ohio Water Development Revenue Refunding Bonds [Member]
Long-term debt
Total Long-term debt	12.2	12.2
Ohio Air Quality Development Revenue Refunding Bonds [Member]
Long-term debt
Total Long-term debt	9.5	9.5
Ohio Pollution Control Revenue Refunding Bonds [Member]
Long-term debt
Total Long-term debt	8.5	8.5
Other Long Term Debt [Member]
Long-term debt
Total Long-term debt	$ 0.4	$ 9.6

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Impairment and Restructuring Charges (Details 1) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Roll Forward consolidated restructuring accrual
Beginning Balance	$ 17.6	$ 21.8
Expense	2.7	12.2
Payments	(8.3)	(16.4)
Ending Balance	$ 12.0	$ 17.6

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Acquisitions (Details 1) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Initial Price Allocation [Member]
Business Acquisition Purchase price allocation identifiable intangible assets
Total intangible assets allocated	$ 11.7
Know-how [Member]
Business Acquisition Purchase price allocation identifiable intangible assets
Total intangible assets allocated	6.7
Intangible Assets, Weighted Average Life	15 years
All customer relationships [Member]
Business Acquisition Purchase price allocation identifiable intangible assets
Total intangible assets allocated	3.8
Intangible Assets, Weighted Average Life	10 years
Non-compete agreements [Member]
Business Acquisition Purchase price allocation identifiable intangible assets
Total intangible assets allocated	0.3
Intangible Assets, Weighted Average Life	4 years
Trade name [Member]
Business Acquisition Purchase price allocation identifiable intangible assets
Total intangible assets allocated	$ 0.9
Intangible Assets, Weighted Average Life	8 years

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Change in the carrying amount of goodwill

The changes in the carrying amount of goodwill for the six months ended June 30, 2013 were as follows:

	Mobile Industries		Process Industries		Aerospace			Steel		Total
Beginning balance	$	17.7	$	146.4	$	162.2		$	12.6	$	338.9
Acquisitions	5.5		17.6		—			—		23.1
Other	—		0.6		(0.1		)	—		0.5
Ending balance	$	23.2	$	164.6	$	162.1		$	12.6	$	362.5

Intangible assets

The following table displays intangible assets as of June 30, 2013 and December 31, 2012:

	As of June 30, 2013						As of December 31, 2012
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Customer relationships	$	163.3	$	44.9	$	118.4	$	159.6	$	38.1	$	121.5
Know-how	32.8		3.5		29.3		26.1		2.8		23.3
Industrial license  agreements	0.2		0.1		0.1		0.2		0.1		0.1
Land-use rights	8.8		4.3		4.5		8.6		4.1		4.5
Patents	2.2		1.7		0.5		2.5		1.8		0.7
Technology use	46.2		12.2		34.0		47.0		11.5		35.5
Trademarks	4.7		2.4		2.3		4.2		3.4		0.8
PMA licenses	8.8		3.8		5.0		8.8		3.6		5.2
Non-compete  agreements	4.7		3.6		1.1		4.4		3.3		1.1
Unpatented technology	7.2		7.2		—		7.2		6.7		0.5
	$	278.9	$	83.7	$	195.2	$	268.6	$	75.4	$	193.2
Intangible assets not subject to amortization:
Tradename	$	17.3	$	—	$	17.3	$	17.3	$	—	$	17.3
FAA air agency  certificates	14.2		—		14.2		14.2		—		14.2
	$	31.5	$	—	$	31.5	$	31.5	$	—	$	31.5
Total intangible assets	$	310.4	$	83.7	$	226.7	$	300.1	$	75.4	$	224.7

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Property, Plant and Equipment (Tables)

6 Months Ended

Jun. 30, 2013

Property, Plant and Equipment [Abstract]

Components of property, plant and equipment

The components of property, plant and equipment were as follows:

	June 30, 2013			December 31, 2012
Land and buildings	$	663.1		$	653.8
Machinery and equipment	3,249.1			3,138.3
Subtotal	3,912.2			3,792.1
Accumulated depreciation	(2,443.1		)	(2,386.8		)
Property, Plant and Equipment, net	$	1,469.1		$	1,405.3

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Goodwill and Other Intangible Assets (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount	$ 0.9
Goodwill and Other Intangible Assets (Textual) [Abstract]
Amortization expense for intangible assets	9.1	9.5
Future Amortization Expense Year 2013	19.1
Future Amortization Expense Year 2014	18.7
Future Amortization Expense Year 2015	18.6
Future Amortization Expense Year 2016	18.3
Future Amortization Expense Year 2017	$ 17.9
Finite-Lived Intangible Assets, Remaining Amortization Period	15 years

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Retirement and Postretirement Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Net periodic benefit cost for the Company's retirement benefit plans

	Pension						Postretirement
	Three Months Ended June 30,						Three Months Ended June 30,
	2013			2012			2013			2012
Components of net periodic benefit cost:
Service cost	$	9.2		$	8.4		$	0.7		$	0.5
Interest cost	33.3			37.8			5.1			6.7
Expected return on plan assets	(58.9		)	(55.3		)	(3.0		)	(2.5		)
Amortization of prior service cost	1.1			2.4			—			—
Amortization of net actuarial loss	29.1			20.5			(0.5		)	0.2
Pension curtailments and settlements	5.2			10.7			—			—
Net periodic benefit cost	$	19.0		$	24.5		$	2.3		$	4.9

	Pension						Postretirement
	Six Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Components of net periodic benefit cost:
Service cost	$	19.3		$	17.2		$	1.5		$	1.2
Interest cost	67.3			75.6			10.8			13.9
Expected return on plan assets	(116.2		)	(110.5		)	(5.8		)	(5.3		)
Amortization of prior service cost (credit)	2.3			4.7			(0.1		)	(0.1		)
Amortization of net actuarial loss	58.3			41.7			1.2			1.3
Pension curtailments and settlements	5.2			10.7			—			—
Net periodic benefit cost	$	36.2		$	39.4		$	7.6		$	11.0

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Inventories (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Inventories, net:
Manufacturing supplies	$ 56.6	$ 64.3
Raw materials	79.4	110.7
Work in process	284.2	278.1
Finished products	423.4	430.4
Subtotal	843.6	883.5
Allowance for obsolete and surplus inventory	(25.0)	(21.4)
Total Inventories, net	$ 818.6	$ 862.1

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Financing Arrangements (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Financing Arrangements (Textual) [Abstract]
Total Long-term debt	$ 455.5	$ 464.7
Series A Medium Term Note [Member]
Financing Arrangements (Textual) [Abstract]
Total Long-term debt	175.0	175.0
Fixed-rate Medium-Term Notes, Series A, Interest rate, Minimum	6.74%
Fixed-rate Medium-Term Notes, Series A, Interest rate, Maximum	7.76%
Debt Instruments, Maturity Date	May 01, 2028
Ohio Pollution Control Revenue Refunding Bonds [Member]
Financing Arrangements (Textual) [Abstract]
Total Long-term debt	8.5	8.5
Debt Instrument, Interest rate	0.23%
Debt Instruments, Maturity Date	Jun. 01, 2033
Senior Unsecured Notes [Member]
Financing Arrangements (Textual) [Abstract]
Total Long-term debt	249.9	249.9
Debt Instrument, Interest rate	6.00%
Debt Instruments, Maturity Date	Sep. 15, 2014
Ohio Water Development Revenue Refunding Bonds [Member]
Financing Arrangements (Textual) [Abstract]
Total Long-term debt	12.2	12.2
Debt Instrument, Interest rate	0.14%
Debt Instruments, Maturity Date	Nov. 01, 2025
Ohio Air Quality Development Revenue Refunding Bonds [Member]
Financing Arrangements (Textual) [Abstract]
Total Long-term debt	9.5	9.5
Debt Instrument, Interest rate	0.23%
Debt Instruments, Maturity Date	Nov. 01, 2025
Foreign Subsidiary [Member]
Financing Arrangements (Textual) [Abstract]
Maximum borrowing capacity under line of credit	217.0
Borrowings outstanding	7.0
Borrowings guarantees	0.3
Remaining Borrowing Capacity under Line of Credit Facility of Company's foreign subsidiaries	209.7
Line of Credit Accounts Receivable Securitization [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Current Borrowing Capacity	188.4
Financing Arrangements (Textual) [Abstract]
Maximum borrowing capacity under line of credit	200.0
Borrowings outstanding	0
Line of credit expiration date	Nov. 30, 2015
Senior Credit Facility [Member]
Financing Arrangements (Textual) [Abstract]
Maximum borrowing capacity under line of credit	500.0
Borrowings outstanding	0
Remaining Borrowing Capacity under Line of Credit Facility of Company's foreign subsidiaries	491.4
Line of credit expiration date	May 11, 2016
Number of Financial Covenant under senior Credit Facility	2
Variable Rate Lines of Credit [Member]
Financing Arrangements (Textual) [Abstract]
Line of credit stated variable interest rate, Low Range	1.33%	0.61%
Line of Credit stated variable interest rate, High Range	1.33%	2.28%
Letter of Credit [Member] | Senior Credit Facility [Member]
Financing Arrangements (Textual) [Abstract]
Borrowings outstanding	$ 8.6

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the three months and six months ended June 30, 2013 and 2012:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Numerator:
Net income attributable to The Timken Company	$	82.8	$	183.6	$	157.9	$	339.3
Less: undistributed earnings allocated to nonvested stock	0.1		0.6		0.2		1.2
Net income available to common shareholders for basic   earnings per share and diluted earnings per share	$	82.7	$	183.0	$	157.7	$	338.1
Denominator:
Weighted average number of shares outstanding, basic	95,695,015		97,265,627		95,732,984		97,355,740
Effect of dilutive securities:
Stock options and awards based on the treasury    stock method	854,106		938,578		914,570		1,017,617
Weighted average number of shares outstanding,         assuming dilution of stock options and awards	96,549,121		98,204,205		96,647,554		98,373,357
Basic earnings per share	$	0.86	$	1.88	$	1.64	$	3.47
Diluted earnings per share	$	0.86	$	1.86	$	1.63	$	3.44

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Continued Dumping and Subsidy Act (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Jun. 30, 2012
CDSOA [Abstract]
ContinuedDumpingAndSubsidyOffsetActNetofExpenses	$ 112.8

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Fair Value (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Fair Value (Additional Textual) [Abstract]
Maximum maturity period of cash and cash equivalent	three months or less
Maturity period of short-term investments	four months and one year
Long-term fixed-rate debt, fair value	$ 460.6	$ 481.3
Long-term fixed-rate debt, carrying value	$ 424.9

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Property, Plant and Equipment (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Property Plant and Equipment (Textual) [Abstract]
Depreciation expense	$ 88.0	$ 90.3
Carrying amount of capitalized computer software included in Machinery and equipment	82.6
Computer software [Member]
Property Plant and Equipment (Textual) [Abstract]
Depreciation expense	$ 12.0	$ 11.6

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Inventories (Tables)

6 Months Ended

Jun. 30, 2013

Inventory Disclosure [Abstract]

Components of inventories

The components of inventories were as follows:

	June 30, 2013			December 31, 2012
Manufacturing supplies	$	56.6		$	64.3
Raw materials	79.4			110.7
Work in process	284.2			278.1
Finished products	423.4			430.4
Subtotal	843.6			883.5
Allowance for obsolete and surplus inventory	(25.0		)	(21.4		)
Total Inventories, net	$	818.6		$	862.1

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Operating Activities
Net Income Attributable to The Timken Company	$ 157.9	$ 339.3
Net income attributable to noncontrolling interest	(0.1)	0.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	97.1	99.8
Loss on sale of assets	2.4	2.9
Deferred income tax provision	51.3	4.2
Stock-based compensation expense	8.4	9.3
Pension and other postretirement expense	43.8	50.4
Pension contributions and other postretirement benefit payments	(127.8)	(225.9)
Changes in operating assets and liabilities:
Accounts receivable	(73.9)	(74.5)
Inventories	45.9	15.1
Accounts payable, trade	25.2	(2.1)
Other accrued expenses	(78.7)	(77.2)
Income taxes	1.4	102.9
Other, net	(13.4)	(7.9)
Net Cash Provided by Operating Activities	139.5	236.4
Investing Activities
Capital expenditures	(145.2)	(115.3)
Acquisitions, net of cash received	(67.3)	(0.2)
Proceeds from disposals of property, plant and equipment	1.1	1.4
Investments in short-term marketable securities, net	7.0	18.2
Other	0.8	2.6
Net Cash Used by Investing Activities	(203.6)	(93.3)
Financing Activities
Cash dividends paid to shareholders	(44.2)	(44.9)
Net proceeds from common share activity	18.6	19.8
Purchase of treasury shares	(81.8)	(51.7)
Payments on long-term debt	(9.8)	(6.9)
Short-term debt activity, net	(6.8)	(13.7)
Decrease in restricted cash	0	(3.6)
Proceeds from sale of shares in subsidiary	8.9	0
Net Cash Used by Financing Activities	(115.1)	(93.8)
Effect of exchange rate changes on cash	(10.4)	(4.2)
(Decrease) increase In Cash and Cash Equivalents	(189.6)	45.1
Cash and cash equivalents at beginning of year	586.4	464.8
Cash and Cash Equivalents at End of Period	$ 396.8	$ 509.9

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Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2013

Recent Accounting Pronouncements [Abstract]

Description of New Adopted Accounting Pronouncements

Note 2 - Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," effective for annual and interim reporting periods beginning after December 15, 2012. The new accounting rules require all U.S. public companies to report the effect of items reclassified out of accumulated other comprehensive income on the respective line items of net income, net of tax, either on the face of the financial statements where net income is presented or in a tabular format in the notes to the financial statements. Effective January 1, 2013, the Company adopted ASU No. 2013-02. The new accounting rules expand the disclosure of other comprehensive income and had no impact on the Company's results of operations and financial condition. See Note 9 - Accumulated Other Comprehensive Loss for additional information on the new disclosure.

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Property, Plant and Equipment

6 Months Ended

Jun. 30, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 5 - Property, Plant and Equipment

The components of property, plant and equipment were as follows:

	June 30, 2013			December 31, 2012
Land and buildings	$	663.1		$	653.8
Machinery and equipment	3,249.1			3,138.3
Subtotal	3,912.2			3,792.1
Accumulated depreciation	(2,443.1		)	(2,386.8		)
Property, Plant and Equipment, net	$	1,469.1		$	1,405.3

Depreciation expense for the six months ended June 30, 2013 and 2012 was $88.0 million and $90.3 million, respectively. At June 30, 2013 and December 31, 2012, machinery and equipment included $82.6 million and $84.9 million, respectively, of capitalized software. Depreciation expense on capitalized software for the six months ended June 30, 2013 and 2012 was approximately $12.0 million and $11.6 million, respectively.

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Acquisitions

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

Acquisitions

Note 3 - Acquisitions

On March 11, 2013, the Company completed the acquisition of Interlube Systems Ltd. (Interlube), which makes and markets automated lubrication delivery systems and related components to end market sectors including commercial vehicles, construction, mining, and heavy and general industries, for approximately $14.8 million, including cash acquired of approximately $0.3 million, that is subject to a post-closing indebtedness adjustment. Based in Plymouth, United Kingdom, Interlube employs about 90 employees and had 2012 sales of approximately $13 million. The results of Interlube are reported in the Mobile Industries segment.

On April 11, 2013, the Company completed the acquisition of the assets of Smith Services, Inc. (Smith Services), an electric motor repair specialist, for approximately $13.3 million. Based in Princeton, West Virginia and employing approximately 140 people, Smith Services had 2012 sales of approximately $17 million. The results for Smith Services are reported in the Process Industries segment.

On May 13, 2013, the Company completed the acquisition of Hamilton Gear Ltd., d/b/a Standard Machine (Standard Machine), which provides new gearboxes, gearbox service and repair, open gearing, large gear fabrication, machining and field technical services to end users in Canada and the western United States, for approximately $39.7 million in cash, including cash acquired of approximately $0.1 million that is subject to a post-closing indebtedness adjustment.  Based in Saskatoon, Saskatchewan, Canada, Standard Machine employs 125 people and serves a wide variety of industrial sectors including mining, oil and gas, and pulp and paper. In 2012, Standard Machine reported sales of approximately $31 million.  The results for Standard Machine are reported in the Process Industries segment.

.

Pro forma results of operations have not been presented because the effects of the acquisitions were not significant to the Company's income before income taxes or total assets in 2013. The following table presents the preliminary purchase price allocations, net of cash acquired, for acquisitions in 2013: 

	Initial Purchase  Price Allocation
Assets:
Accounts receivable, net	$	10.7
Inventories, net	12.7
Deferred charges and prepaid expenses	0.3
Other current assets	0.2
Property, plant and equipment, net	19.1
Goodwill	23.1
Other intangible assets	11.7
Total assets acquired	$	77.8
Liabilities:
Accounts payable, trade	$	4.1
Salaries, wages and benefits	1.3
Other current liabilities	1.0
Other non-current liabilities	4.1
Total liabilities assumed	$	10.5
Net assets acquired	$	67.3

The following table summarizes the preliminary purchase price allocation for identifiable intangible assets acquired in 2013:

	Initial Purchase Price Allocation
			Weighted - Average Life
Trade name	$	0.9	8 years
Know-how	6.7		15 years
All customer relationships	3.8		10 years
Non-compete agreements	0.3		4 years
Total intangible assets allocated	$	11.7

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Inventories (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Inventories (Textual) [Abstract]
Percentage of LIFO Inventory	55.00%		55.00%
Percentage of FIFO Inventory	45.00%		45.00%
Inventory Reserve (LIFO)	$ 281.2		$ 281.2		$ 280.6
Increase (decrease) in inventory reserve (LIFO)	4.5	0.1	0.6	9.2
Amount expected to be recognized in LIFO expenses by the end of the year			0.7
The percentage increase in costs creating the increase to the current LIFO expense estimate			1.00%
Increase in current LIFO expense estimate due to one percent increase in costs			5.8
The percentage increase in inventory quantities that would have an effect on the current LIFO expense estimate			1.00%
Increase in current LIFO expense estimate due to one percent increase in inventory			$ 0

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Financing Arrangements (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Short-term debt

Short-term debt at June 30, 2013 and December 31, 2012 was as follows:

	June 30, 2013		December 31, 2012
Variable-rate lines of credit for certain of the Company’s foreign subsidiaries with   various banks with an interest rate of 1.33% at June 30, 2013 and interest rates   ranging from 0.61% to 2.28% at December 31, 2012.	$	7.0	$	14.3
Short-term debt	$	7.0	$	14.3

Long-term debt

Long-term debt at June 30, 2013 and December 31, 2012 was as follows:

	June 30, 2013		December 31, 2012
Fixed-rate Medium-Term Notes, Series A, mature at various dates through May 2028, with interest rates ranging from 6.74% to 7.76%	$	175.0	$	175.0
Fixed-rate Senior Unsecured Notes, maturing on September 15, 2014, with an interest rate of 6.0%	249.9		249.9
Variable-rate State of Ohio Water Development Revenue Refunding Bonds, maturing on November 1, 2025 (0.14% at June 30, 2013)	12.2		12.2
Variable-rate State of Ohio Air Quality Development Revenue Refunding Bonds, maturing on November 1, 2025 (0.23% at June 30, 2013)	9.5		9.5
Variable-rate State of Ohio Pollution Control Revenue Refunding Bonds, maturing on June 1, 2033 (0.23% at June 30, 2013)	8.5		8.5
Other	0.4		9.6
	$	455.5	$	464.7
Less current maturities	0.2		9.6
Long-term debt	$	455.3	$	455.1

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment wise financial performance

Note 11 - Segment Information

The primary measurement used by management to measure the financial performance of each segment is EBIT (earnings before interest and taxes).

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net sales to external customers:
Mobile Industries	$	392.5		$	448.2		$	789.5		$	917.3
Process Industries	316.7			336.6			600.6			690.7
Aerospace	82.0			87.2			164.5			178.5
Steel	335.3			471.2			661.8			977.7
	$	1,126.5		$	1,343.2		$	2,216.4		$	2,764.2
Intersegment sales:
Mobile Industries	$	0.6		$	0.2		$	0.7		$	0.2
Process Industries	0.7			1.1			2.0			2.6
Steel	18.8			28.6			38.4			57.6
	$	20.1		$	29.9		$	41.1		$	60.4
Segment EBIT:
Mobile Industries	$	52.4		$	48.8		$	103.6		$	135.5
Process Industries	54.6			71.3			97.2			153.6
Aerospace	7.9			7.9			16.5			18.6
Steel	42.3			88.9			78.1			176.9
Total EBIT for reportable segments	$	157.2		$	216.9		$	295.4		$	484.6
Unallocated corporate expenses	(22.8		)	(23.0		)	(42.7		)	(43.7		)
CDSOA receipts, net of expense	—			109.5			—			109.5
Interest expense	(6.2		)	(8.1		)	(12.6		)	(16.7		)
Interest income	0.5			0.7			1.0			1.4
Intersegment adjustments	0.2			(0.1		)	1.6			(1.7		)
Income before income taxes	$	128.9		$	295.9		$	242.7		$	533.4

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Acquisitions (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013
Business Acquisition [Line Items]
Accounts receivable, net	$ 10.7
Inventories, net	12.7
Deferred charges and prepaid expenses	0.3
Other current assets	0.2
Property, plant and equipment, net	19.1
Goodwill	23.1
Other intangible assets	11.7
Total assets acquired	77.8
Accounts payable, trade	4.1
Salaries, wages and benefits	1.3
Other current liabilities	1.0
Other non-current liabilities	4.1
Total liabilities assumed	10.5
Net assets acquired	$ 67.3

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Segment Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net sales to external customers:
Total Net sales to external customers	$ 1,126.5	$ 1,343.2	$ 2,216.4	$ 2,764.2
Intersegment sales:
Total Intersegment sales	20.1	29.9	41.1	60.4
Segment EBIT:
Total EBIT for reportable segments	157.2	216.9	295.4	484.6
Unallocated corporate expenses	(22.8)	(23.0)	(42.7)	(43.7)
CDSOA receipts, net of expense	0	109.5	0	109.5
Interest expense	(6.2)	(8.1)	(12.6)	(16.7)
Interest income	0.5	0.7	1.0	1.4
Intersegment adjustments	0.2	(0.1)	1.6	(1.7)
Income Before Income Taxes	128.9	295.9	242.7	533.4
Mobile Industries [Member]
Net sales to external customers:
Total Net sales to external customers	392.5	448.2	789.5	917.3
Intersegment sales:
Total Intersegment sales	0.6	0.2	0.7	0.2
Segment EBIT:
Total EBIT for reportable segments	52.4	48.8	103.6	135.5
Process Industries [Member]
Net sales to external customers:
Total Net sales to external customers	316.7	336.6	600.6	690.7
Intersegment sales:
Total Intersegment sales	0.7	1.1	2.0	2.6
Segment EBIT:
Total EBIT for reportable segments	54.6	71.3	97.2	153.6
Aerospace [Member]
Net sales to external customers:
Total Net sales to external customers	82.0	87.2	164.5	178.5
Segment EBIT:
Total EBIT for reportable segments	7.9	7.9	16.5	18.6
Steel [Member]
Net sales to external customers:
Total Net sales to external customers	335.3	471.2	661.8	977.7
Intersegment sales:
Total Intersegment sales	18.8	28.6	38.4	57.6
Segment EBIT:
Total EBIT for reportable segments	$ 42.3	$ 88.9	$ 78.1	$ 176.9

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Equity (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Shareholding pattern
Beginning Balance			$ 2,246.6
Net income	82.8	183.4	157.8	339.4
Foreign currency translation adjustments	(18.4)	(39.4)	(34.5)	(16.0)
Pension and postretirement liability adjustment (net of the income tax benefit of $22.0 million)	27.2	9.7	56.8	22.0
Change in fair value of derivative financial instruments	0.4	0.4	1.2	1.4
Change in ownership of non-controlling interest			8.9
Dividends - $0.46 per share			(44.2)
Excess tax benefit from stock compensation			9.8
Stock-based compensation expense			8.4
Stock purchased at cost			81.8
Stock option exercise activity			5.4
Restricted shares surrendered (issued)			1.1
Shares surrendered for taxes			(7.7)
Ending Balance	2,327.8		2,327.8
Stated Capital [Member]
Shareholding pattern
Beginning Balance			53.1
Net income
Foreign currency translation adjustments
Pension and postretirement liability adjustment (net of the income tax benefit of $22.0 million)
Change in fair value of derivative financial instruments
Dividends - $0.46 per share
Excess tax benefit from stock compensation
Stock-based compensation expense
Stock purchased at cost
Stock option exercise activity
Restricted shares surrendered (issued)
Shares surrendered for taxes
Ending Balance	53.1		53.1
Other Paid-In Capital [Member]
Shareholding pattern
Beginning Balance			891.4
Net income
Foreign currency translation adjustments
Pension and postretirement liability adjustment (net of the income tax benefit of $22.0 million)
Change in fair value of derivative financial instruments
Change in ownership of non-controlling interest			2.7
Dividends - $0.46 per share
Excess tax benefit from stock compensation			9.8
Stock-based compensation expense			8.4
Stock purchased at cost
Stock option exercise activity			(19.1)
Restricted shares surrendered (issued)			(3.6)
Shares surrendered for taxes
Ending Balance	889.6		889.6
Earnings Invested in the Business [Member]
Shareholding pattern
Beginning Balance			2,411.2
Net income			157.9
Foreign currency translation adjustments
Pension and postretirement liability adjustment (net of the income tax benefit of $22.0 million)
Change in fair value of derivative financial instruments
Dividends - $0.46 per share			(44.2)
Excess tax benefit from stock compensation
Stock-based compensation expense
Stock purchased at cost
Stock option exercise activity
Restricted shares surrendered (issued)
Shares surrendered for taxes
Ending Balance	2,524.9		2,524.9
Accumulated Other Comprehensive (Loss) [Member]
Shareholding pattern
Beginning Balance			(1,013.2)
Net income
Foreign currency translation adjustments			(30.2)
Pension and postretirement liability adjustment (net of the income tax benefit of $22.0 million)			56.8
Change in fair value of derivative financial instruments			1.2
Dividends - $0.46 per share
Excess tax benefit from stock compensation
Stock-based compensation expense
Stock purchased at cost
Stock option exercise activity
Restricted shares surrendered (issued)
Shares surrendered for taxes
Ending Balance	(985.4)		(985.4)
Treasury Stock [Member]
Shareholding pattern
Beginning Balance			(110.3)
Net income
Foreign currency translation adjustments
Pension and postretirement liability adjustment (net of the income tax benefit of $22.0 million)
Change in fair value of derivative financial instruments
Dividends - $0.46 per share
Excess tax benefit from stock compensation
Stock-based compensation expense
Stock purchased at cost			81.8
Stock option exercise activity			24.5
Restricted shares surrendered (issued)			4.7
Shares surrendered for taxes			(7.7)
Ending Balance	(170.6)		(170.6)
Noncontrolling Interest [Member]
Shareholding pattern
Beginning Balance			14.4
Net income			(0.1)
Foreign currency translation adjustments			(4.3)
Pension and postretirement liability adjustment (net of the income tax benefit of $22.0 million)			0
Change in fair value of derivative financial instruments
Change in ownership of non-controlling interest			6.2
Dividends - $0.46 per share
Excess tax benefit from stock compensation
Stock-based compensation expense
Stock purchased at cost
Stock option exercise activity
Restricted shares surrendered (issued)
Shares surrendered for taxes
Ending Balance	$ 16.2		$ 16.2

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Goodwill and Other Intangible Assets (Details 1) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Intangible assets subject to amortization:
Intangible assets, Gross Carrying Amount	$ 278.9	$ 268.6
Intangible assets, Accumulated Amortization	83.7	75.4
Intangible assets, Net Carrying Amount	195.2	193.2
Intangible assets not subject to amortization:
FAA air agency certificates	14.2	14.2
Indefinite Lived Intangible Assets Net	31.5	31.5
Total intangible assets, Gross Carrying Amount	310.4	300.1
Total intangible assets, Net Carrying Amount	226.7	224.7
Customer relationships [Member]
Intangible assets subject to amortization:
Intangible assets, Gross Carrying Amount	163.3	159.6
Intangible assets, Accumulated Amortization	44.9	38.1
Intangible assets, Net Carrying Amount	118.4	121.5
Know-how [Member]
Intangible assets subject to amortization:
Intangible assets, Gross Carrying Amount	32.8	26.1
Intangible assets, Accumulated Amortization	3.5	2.8
Intangible assets, Net Carrying Amount	29.3	23.3
Industrial license agreements [Member]
Intangible assets subject to amortization:
Intangible assets, Gross Carrying Amount	0.2	0.2
Intangible assets, Accumulated Amortization	0.1	0.1
Intangible assets, Net Carrying Amount	0.1	0.1
Land-use rights [Member]
Intangible assets subject to amortization:
Intangible assets, Gross Carrying Amount	8.8	8.6
Intangible assets, Accumulated Amortization	4.3	4.1
Intangible assets, Net Carrying Amount	4.5	4.5
Patents [Member]
Intangible assets subject to amortization:
Intangible assets, Gross Carrying Amount	2.2	2.5
Intangible assets, Accumulated Amortization	1.7	1.8
Intangible assets, Net Carrying Amount	0.5	0.7
Technology use [Member]
Intangible assets subject to amortization:
Intangible assets, Gross Carrying Amount	46.2	47.0
Intangible assets, Accumulated Amortization	12.2	11.5
Intangible assets, Net Carrying Amount	34.0	35.5
Trademarks [Member]
Intangible assets subject to amortization:
Intangible assets, Gross Carrying Amount	4.7	4.2
Intangible assets, Accumulated Amortization	2.4	3.4
Intangible assets, Net Carrying Amount	2.3	0.8
PMA licenses [Member]
Intangible assets subject to amortization:
Intangible assets, Gross Carrying Amount	8.8	8.8
Intangible assets, Accumulated Amortization	3.8	3.6
Intangible assets, Net Carrying Amount	5.0	5.2
Non-compete agreements [Member]
Intangible assets subject to amortization:
Intangible assets, Gross Carrying Amount	4.7	4.4
Intangible assets, Accumulated Amortization	3.6	3.3
Intangible assets, Net Carrying Amount	1.1	1.1
Unpatented technology [Member]
Intangible assets subject to amortization:
Intangible assets, Gross Carrying Amount	7.2	7.2
Intangible assets, Accumulated Amortization	7.2	6.7
Intangible assets, Net Carrying Amount	0	0.5
Tradename [Member]
Intangible assets subject to amortization:
Intangible assets, Accumulated Amortization	0	0
Intangible assets, Net Carrying Amount	17.3	17.3
Intangible assets not subject to amortization:
Trade name	17.3	17.3
Air Transportation Equipment [Member]
Intangible assets subject to amortization:
Intangible assets, Accumulated Amortization	$ 0	$ 0

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Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Statement of Other Comprehensive Income [Abstract]
Net Income	$ 82.8	$ 183.4	$ 157.8	$ 339.4
Other comprehensive income, net of tax:
Foreign currency translation adjustments	(18.4)	(39.4)	(34.5)	(16.0)
Pension and postretirement liability adjustment	27.2	9.7	56.8	22.0
Change in fair value of marketable securities	0	0	0	(0.5)
Change in fair value of derivative financial instruments	0.4	0.4	1.2	1.4
Other comprehensive income (loss)	9.2	(29.3)	23.5	6.9
Comprehensive Income	92.0	154.1	181.3	346.3
Less: comprehensive income (loss) attributable to noncontrolling interest	(4.3)	(0.2)	(4.4)	0
Comprehensive income attributable to The Timken Company	$ 96.3	$ 154.3	$ 185.7	$ 346.3

XML

Equity

6 Months Ended

Jun. 30, 2013

Equity [Abstract]

Equity

Note 8 - Equity

The changes in the equity components for the six months ended June 30, 2013 were as follows:

				The Timken Company Shareholders
	Total			Stated Capital		Other Paid-In Capital			Earnings Invested in the Business			Accumulated Other Comprehensive (Loss)			Treasury Stock			Non- controlling Interest
Balance at December 31, 2012	$	2,246.6		$	53.1	$	891.4		$	2,411.2		$	(1,013.2	)	$	(110.3	)	$	14.4
Net income	157.8								157.9									(0.1		)
Foreign currency translation  adjustment	(34.5		)									(30.2		)				(4.3		)
Pension and postretirement liability adjustment (net of the income tax benefit of $22.0 million)	56.8											56.8						—
Change in fair value of derivative  financial instruments	1.2											1.2
Change in ownership of non-controlling interest	8.9					2.7												6.2
Dividends – $0.46 per share	(44.2		)						(44.2		)
Excess tax benefit from stock  compensation	9.8					9.8
Stock-based compensation expense	8.4					8.4
Stock purchased at cost	(81.8		)												(81.8		)
Stock option exercise activity	5.4					(19.1		)							24.5
Restricted shares surrendered (issued)	1.1					(3.6		)							4.7
Shares surrendered for taxes	(7.7		)												(7.7		)
Balance at June 30, 2013	$	2,327.8		$	53.1	$	889.6		$	2,524.9		$	(985.4	)	$	(170.6	)	$	16.2

In April 2013, the Company's subsidiary in India, Timken India Limited, issued new shares for approximately $8.9 million, net of transactions costs, which diluted the Company's controlling interest from 80% to 75%.

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Allowances for accounts receivable	$ 11.3	$ 12.1
Preferred stock, no par value (Class I & Class II Preferred stock)	$ 0	$ 0
Preferred stock, shares authorized (Class I & Class II Preferred stock)	10,000,000	10,000,000
Preferred stock, shares issued (Class I & Class II Preferred stock)	0	0
Common stock, no par value	$ 0	$ 0
Company common stock shares authorized	200,000,000	200,000,000
Common stock, shares issued	98,375,135	98,375,135
Treasury shares	3,368,897	2,476,921

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Impairment and Restructuring Charges (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended					3 Months Ended		6 Months Ended		3 Months Ended	12 Months Ended			3 Months Ended		6 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2013 Environmental Restoration Costs [Member]	Jun. 30, 2013 Mobile Industries [Member]	Jun. 30, 2012 Mobile Industries [Member]	Jun. 30, 2013 Mobile Industries [Member]	Jun. 30, 2012 Mobile Industries [Member]	Jun. 30, 2012 Mobile Industries [Member] Sao Paulo [Member]	Dec. 31, 2010 Mobile Industries [Member] Sao Paulo [Member]	Jun. 30, 2013 Mobile Industries [Member] Sao Paulo [Member]	Jun. 30, 2013 Mobile Industries [Member] Sao Paulo [Member] Environmental Restoration Costs [Member]	Jun. 30, 2013 St. Thomas Ontario Canada [Member]	Jun. 30, 2012 St. Thomas Ontario Canada [Member]	Jun. 30, 2013 St. Thomas Ontario Canada [Member] Positions	Jun. 30, 2013 Pension Plans, Defined Benefit [Member]	Jun. 30, 2012 Pension Plans, Defined Benefit [Member]	Jun. 30, 2013 Pension Plans, Defined Benefit [Member]	Jun. 30, 2012 Pension Plans, Defined Benefit [Member]
Restructuring and Related Cost [Line Items]
Restructuring and Related Cost, Number of Positions Eliminated																		190
Expected pretax costs approximately													$ 60
Cumulative pre tax														58.4		38.9		38.9
Exit costs	0.7	0.2	0.9	0.3				0.7	0.2	0.9	0.3	2.9
Restructuring accrual	12.0		12.0		17.6	21.8	4.8								3.9
Minimum estimated liability for the site														3.9
Maximum estimated liability for the site														7.7
Minimum restructuring and related cost expected cost approximatel																		55
Maximum expected pretax costs approximately																		65
Minimum expected cash pretax costs approximately																		20
Maximum expected pretax cash costs approximately																		25
Severance Costs	6.0	16.5	7.0	16.6				6.0	16.2	6.8	16.3					5.5	16.5	6.3
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments																			$ (5.2)	$ (10.7)	$ (5.2)	$ (10.7)

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Consolidated Statements of Income (Unaudited) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Statement [Abstract]
Net sales	$ 1,126.5	$ 1,343.2	$ 2,216.4	$ 2,764.2
Cost of products sold	824.4	965.9	1,639.8	1,975.3
Gross Profit	302.1	377.3	576.6	788.9
Selling, general and administrative expenses	159.6	163.0	313.2	327.7
Impairment and restructuring charges	6.7	16.7	7.9	16.9
Operating Income	135.8	197.6	255.5	444.3
Interest expense	(6.2)	(8.1)	(12.6)	(16.7)
Interest income	0.5	0.7	1.0	1.4
Continued Dumping & Subsidy Offset Act (CDSOA) receipts, net of expense	0	109.5	(0.4)	109.5
Other (expense), net	(1.2)	(3.8)	(0.8)	(5.1)
Income Before Income Taxes	128.9	295.9	242.7	533.4
Provision for income taxes	46.1	112.5	84.9	194.0
Net Income	82.8	183.4	157.8	339.4
Less: Net (loss) income attributable to noncontrolling interest	0	(0.2)	(0.1)	0.1
Net Income attributable to The Timken Company	$ 82.8	$ 183.6	$ 157.9	$ 339.3
Net Income per Common Share Attributable to The Timken Company Common Shareholders
Basic earnings per share	$ 0.86	$ 1.88	$ 1.64	$ 3.47
Diluted earnings per share	$ 0.86	$ 1.86	$ 1.63	$ 3.44
Dividends per share	$ 0.23	$ 0.23	$ 0.46	$ 0.46

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Equity (Details Textual) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013	Jun. 30, 2012
Class of Stock [Line Items]
Proceeds from Issuance or Sale of Equity	$ 8.9	$ 8.9	$ 0
Previous Controlling Interest, Ownership Percentage by Controlling Owners in Subsidiary	80.00%	80.00%
Current Interest, Ownership Percentage by Controlling Owners in Subsidiary	75.00%	75.00%
Equity (Textual) [Abstract]
Pension and postretirement liability adjustment, Tax		$ 22.0
Dividend per share		$ 0.46

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Equity (Tables)

6 Months Ended

Jun. 30, 2013

Equity [Abstract]

Equity

				The Timken Company Shareholders
	Total			Stated Capital		Other Paid-In Capital			Earnings Invested in the Business			Accumulated Other Comprehensive (Loss)			Treasury Stock			Non- controlling Interest
Balance at December 31, 2012	$	2,246.6		$	53.1	$	891.4		$	2,411.2		$	(1,013.2	)	$	(110.3	)	$	14.4
Net income	157.8								157.9									(0.1		)
Foreign currency translation  adjustment	(34.5		)									(30.2		)				(4.3		)
Pension and postretirement liability adjustment (net of the income tax benefit of $22.0 million)	56.8											56.8						—
Change in fair value of derivative  financial instruments	1.2											1.2
Change in ownership of non-controlling interest	8.9					2.7												6.2
Dividends – $0.46 per share	(44.2		)						(44.2		)
Excess tax benefit from stock  compensation	9.8					9.8
Stock-based compensation expense	8.4					8.4
Stock purchased at cost	(81.8		)												(81.8		)
Stock option exercise activity	5.4					(19.1		)							24.5
Restricted shares surrendered (issued)	1.1					(3.6		)							4.7
Shares surrendered for taxes	(7.7		)												(7.7		)
Balance at June 30, 2013	$	2,327.8		$	53.1	$	889.6		$	2,524.9		$	(985.4	)	$	(170.6	)	$	16.2

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Recent Accounting Pronouncements (Policies)

6 Months Ended

Jun. 30, 2013

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements and Changes in Accounting Principles AOCI reclassifications

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," effective for annual and interim reporting periods beginning after December 15, 2012. The new accounting rules require all U.S. public companies to report the effect of items reclassified out of accumulated other comprehensive income on the respective line items of net income, net of tax, either on the face of the financial statements where net income is presented or in a tabular format in the notes to the financial statements. Effective January 1, 2013, the Company adopted ASU No. 2013-02. The new accounting rules expand the disclosure of other comprehensive income and had no impact on the Company's results of operations and financial condition. See Note 9 - Accumulated Other Comprehensive Loss for additional information on the new disclosure.

Comprehensive Income

Note 2 - Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," effective for annual and interim reporting periods beginning after December 15, 2012. The new accounting rules require all U.S. public companies to report the effect of items reclassified out of accumulated other comprehensive income on the respective line items of net income, net of tax, either on the face of the financial statements where net income is presented or in a tabular format in the notes to the financial statements. Effective January 1, 2013, the Company adopted ASU No. 2013-02. The new accounting rules expand the disclosure of other comprehensive income and had no impact on the Company's results of operations and financial condition. See Note 9 - Accumulated Other Comprehensive Loss for additional information on the new disclosure.

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Goodwill and Other Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Change in the carrying amount of Goodwill
Goodwill, Beginning Balance	$ 338.9
Goodwill, Acquisitions	23.1
Goodwill, Other	0.5
Goodwill, Ending Balance	362.5
Mobile Industries [Member]
Change in the carrying amount of Goodwill
Goodwill, Beginning Balance	17.7
Goodwill, Acquisitions	5.5
Goodwill, Other	0
Goodwill, Ending Balance	23.2
Process Industries [Member]
Change in the carrying amount of Goodwill
Goodwill, Beginning Balance	146.4
Goodwill, Acquisitions	17.6
Goodwill, Other	0.6
Goodwill, Ending Balance	164.6
Aerospace [Member]
Change in the carrying amount of Goodwill
Goodwill, Beginning Balance	162.2
Goodwill, Acquisitions	0
Goodwill, Other	(0.1)
Goodwill, Ending Balance	162.1
Steel [Member]
Change in the carrying amount of Goodwill
Goodwill, Beginning Balance	12.6
Goodwill, Acquisitions	0
Goodwill, Other	0
Goodwill, Ending Balance	$ 12.6

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Earnings Per Share (Details Textual)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Earnings Per Share (Textual) [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	613,060	612,300	460,150	459,635

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Acquisitions (Details Textual) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended	12 Months Ended			12 Months Ended			12 Months Ended
	Mar. 11, 2013	Jun. 30, 2013	Dec. 31, 2012 Interlube [Member]	Jun. 30, 2013 Interlube [Member] Person	Mar. 11, 2013 Interlube [Member]	Dec. 31, 2012 Smith Services [Member]	Jun. 30, 2013 Smith Services [Member] Person	Apr. 11, 2013 Smith Services [Member]	Dec. 31, 2012 Standard Machine [Member]	Jun. 30, 2013 Standard Machine [Member] Person	May 13, 2013 Standard Machine [Member]
Acquisitions (Textual) [Abstract]
Cost of acquisition					$ 14.8			$ 13.3			$ 39.7
Cash Acquired from Acquisition	0.3	0.1
Entity Number of Employees				90			140			125
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period			$ 13			$ 17			$ 31

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income taxes

The Company's provision for income taxes in interim periods is computed by applying the appropriate estimated annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring or discrete items, including interest on prior - year tax liabilities, are recorded during the period(s) in which they occur.

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Provision for income taxes	$	46.1		$	112.5		$	84.9		$	194.0
Effective tax rate	35.8		%	38.0		%	35.0		%	36.4		%

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Fair Value (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Assets and liabilities measured at fair value on a recurring basis

The following table presents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2013:

	June 30, 2013
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	396.8	$	396.8	$	—	$	—
Short-term investments	24.9		24.9		—		—
Foreign currency hedges	2.1		—		2.1		—
Total Assets	$	423.8	$	421.7	$	2.1	$	—
Liabilities:
Foreign currency hedges	$	0.9	$	—	$	0.9	$	—
Total Liabilities	$	0.9	$	—	$	0.9	$	—

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Financing Arrangements

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Financing Arrangements

Note 7 - Financing Arrangements

Short-term debt at June 30, 2013 and December 31, 2012 was as follows:

	June 30, 2013		December 31, 2012
Variable-rate lines of credit for certain of the Company’s foreign subsidiaries with   various banks with an interest rate of 1.33% at June 30, 2013 and interest rates   ranging from 0.61% to 2.28% at December 31, 2012.	$	7.0	$	14.3
Short-term debt	$	7.0	$	14.3

The lines of credit for certain of the Company’s foreign subsidiaries provide for short-term borrowings up to $217.0 million. Most of these lines of credit are uncommitted. At June 30, 2013, the Company’s foreign subsidiaries had borrowings outstanding of $7.0 million and guarantees of $0.3 million, which reduced the availability under these facilities to $209.7 million.

The Company has a $200 million Amended and Restated Asset Securitization Agreement (Asset Securitization Agreement), which matures on November 30, 2015. Under the terms of the Asset Securitization Agreement, the Company sells, on an ongoing basis, certain domestic trade receivables to Timken Receivables Corporation, a wholly-owned consolidated subsidiary, that in turn uses the trade receivables to secure borrowings, which are funded through a vehicle that issues commercial paper in the short-term market. Borrowings under the agreement are limited by certain borrowing base calculations. Any amounts outstanding under this Asset Securitization Agreement would be reported in short-term debt on the Company’s Consolidated Balance Sheet. As of June 30, 2013, there were no outstanding borrowings under the Asset Securitization Agreement. However, certain borrowing base limitations reduced the availability of the Asset Securitization Agreement to $188.4 million at June 30, 2013. The cost of this facility, which is the commercial paper rate plus program fees, is considered a financing cost and is included in interest expense in the Consolidated Statements of Income.

Long-term debt at June 30, 2013 and December 31, 2012 was as follows:

	June 30, 2013		December 31, 2012
Fixed-rate Medium-Term Notes, Series A, mature at various dates through May 2028, with interest rates ranging from 6.74% to 7.76%	$	175.0	$	175.0
Fixed-rate Senior Unsecured Notes, maturing on September 15, 2014, with an interest rate of 6.0%	249.9		249.9
Variable-rate State of Ohio Water Development Revenue Refunding Bonds, maturing on November 1, 2025 (0.14% at June 30, 2013)	12.2		12.2
Variable-rate State of Ohio Air Quality Development Revenue Refunding Bonds, maturing on November 1, 2025 (0.23% at June 30, 2013)	9.5		9.5
Variable-rate State of Ohio Pollution Control Revenue Refunding Bonds, maturing on June 1, 2033 (0.23% at June 30, 2013)	8.5		8.5
Other	0.4		9.6
	$	455.5	$	464.7
Less current maturities	0.2		9.6
Long-term debt	$	455.3	$	455.1

The Company has a $500 million Amended and Restated Credit Agreement (Senior Credit Facility), which matures on May 11, 2016. At June 30, 2013, the Company had no outstanding borrowings under the Senior Credit Facility but had letters of credit outstanding totaling $8.6 million, which reduced the availability under the Senior Credit Facility to $491.4 million. Under the Senior Credit Facility, the Company has two financial covenants: a consolidated leverage ratio and a consolidated interest coverage ratio. At June 30, 2013, the Company was in full compliance with both the covenants under the Senior Credit Facility.

In 2011, the Company was notified that its variable-rate State of Ohio Pollution Control Revenue Refunding Bonds, maturing on June 1, 2033, had lost their tax-exempt status and would now be taxable to its bondholders. As part of the negotiation with the Internal Revenue Service (IRS), the Company redeemed half of the balance during the third quarter of 2012. The Company now expects to pay off the remaining balance of $8.5 million on December 31, 2022.

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Fair Value (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Millions, unless otherwise specified	Jun. 30, 2013
Assets and Liabilities Measured at fair value on a recurring basis
Cash and cash equivalents	$ 396.8
Short-term investments	24.9
Foreign currency hedges	2.1
Total Assets	423.8
Foreign currency hedges	0.9
Total Liabilities	0.9
Level 1 [Member]
Assets and Liabilities Measured at fair value on a recurring basis
Cash and cash equivalents	396.8
Short-term investments	24.9
Foreign currency hedges	0
Total Assets	421.7
Foreign currency hedges	0
Total Liabilities	0
Level 2 [Member]
Assets and Liabilities Measured at fair value on a recurring basis
Cash and cash equivalents	0
Short-term investments	0
Foreign currency hedges	2.1
Total Assets	2.1
Foreign currency hedges	0.9
Total Liabilities	0.9
Level 3 [Member]
Assets and Liabilities Measured at fair value on a recurring basis
Cash and cash equivalents	0
Short-term investments	0
Foreign currency hedges	0
Total Assets	0
Foreign currency hedges	0
Total Liabilities	$ 0

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Accumulated Other Comprehensive Income components reclassification (Tables)

6 Months Ended

Jun. 30, 2013

Accumulated Comprehensive Income Components reclassification

The following table presents details about components of accumulated other comprehensive loss for the three and six months ended June 30, 2013, respectively:

	Foreign currency translation adjustments			Pension and postretirement liability adjustments			Change in fair value of derivative financial instruments			Total
Balance, March 31, 2013	$	32.9		$	(1,031.9	)	$	0.1		$	(998.9	)
Other comprehensive (loss) income before   reclassifications, before income tax	(18.4		)	2.9			0.9			(14.6		)
Amounts reclassified from accumulated other   comprehensive income, before income tax	—			34.9			(0.3		)	34.6
Income tax (benefit) expense	—			(10.6		)	(0.2		)	(10.8		)
Net current period other comprehensive (loss) income,   net of income taxes	(18.4		)	27.2			0.4			9.2
Non-controlling interest	4.3			—			—			4.3
Net current period comprehensive (loss) income, net of   income taxes and non-controlling interest	(14.1		)	27.2			0.4			13.5
Balance, June 30, 2013	$	18.8		$	(1,004.7	)	$	0.5		$	(985.4	)

	Foreign currency translation adjustments			Pension and postretirement liability adjustments			Change in fair value of derivative financial instruments			Total
Balance, December 31, 2012	$	49.0		$	(1,061.5	)	$	(0.7	)	$	(1,013.2	)
Other comprehensive (loss) income before   reclassifications, before income tax	(34.5		)	11.9			1.9			(20.7		)
Amounts reclassified from accumulated other   comprehensive income, before income tax	—			66.9			(0.2		)	66.7
Income tax (benefit) expense	—			(22.0		)	(0.5		)	(22.5		)
Net current period other comprehensive (loss) income,   net of income taxes	(34.5		)	56.8			1.2			23.5
Non-controlling interest	4.3			—			—			4.3
Net current period comprehensive (loss) income, net of   income taxes and non-controlling interest	(30.2		)	56.8			1.2			27.8
Balance, June 30, 2013	$	18.8		$	(1,004.7	)	$	0.5		$	(985.4	)

The following table presents details about components of accumulated other comprehensive loss for the three and six months ended June 30, 2012, respectively:

	Foreign currency translation adjustments			Pension and postretirement liability adjustments			Change in fair value of marketable securities		Change in fair value of derivative financial instruments			Total
Balance, March 31, 2012	$	61.9		$	(916.0	)	$	0.2	$	0.7		$	(853.2	)
Other comprehensive (loss) income before   reclassifications, before income tax	(39.4		)	(6.4		)	—		0.9			(44.9		)
Amounts reclassified from accumulated   other comprehensive income, before   income tax	—			24.1			—		(0.2		)	23.9
Income tax (benefit) expense	—			(8.0		)	—		(0.3		)	(8.3		)
Net current period comprehensive (loss)   income, net of income taxes and   non-controlling interest	(39.4		)	9.7			—		0.4			(29.3		)
Balance, June 30, 2012	$	22.5		$	(906.3	)	$	0.2	$	1.1		$	(882.5	)

	Foreign currency translation adjustments			Pension and postretirement liability adjustments			Change in fair value of  marketable securities			Change in fair value of derivative financial instruments			Total
Balance, December 31, 2011	$	38.5		$	(928.3	)	$	0.6		$	(0.3	)	$	(889.5	)
Other comprehensive (loss) income before   reclassifications, before income tax	(16.0		)	(10.2		)	—			2.1			(24.1		)
Amounts reclassified from accumulated   other comprehensive income, before   income tax	—			48.6			(0.9		)	0.2			47.9
Income tax (benefit) expense	—			(16.4		)	0.4			(0.9		)	(16.9		)
Net current period other comprehensive   (loss) income, net of income taxes	(16.0		)	22.0			(0.5		)	1.4			6.9
Non-controlling interest	—			—			0.1			—			0.1
Net current period comprehensive (loss)   income, net of income taxes and   non-controlling interest	(16.0		)	22.0			(0.4		)	1.4			7.0
Balance, June 30, 2012	$	22.5		$	(906.3	)	$	0.2		$	1.1		$	(882.5	)

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Property, Plant and Equipment (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Property, Plant and Equipment:
Land and buildings	$ 663.1	$ 653.8
Machinery and equipment	3,249.1	3,138.3
Subtotal	3,912.2	3,792.1
Accumulated depreciation	(2,443.1)	(2,386.8)
Property, Plant and Equipment, net	$ 1,469.1	$ 1,405.3

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Earnings Per Share

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Earnings Per Share

Note 10 - Earnings Per Share

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the three months and six months ended June 30, 2013 and 2012:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Numerator:
Net income attributable to The Timken Company	$	82.8	$	183.6	$	157.9	$	339.3
Less: undistributed earnings allocated to nonvested stock	0.1		0.6		0.2		1.2
Net income available to common shareholders for basic   earnings per share and diluted earnings per share	$	82.7	$	183.0	$	157.7	$	338.1
Denominator:
Weighted average number of shares outstanding, basic	95,695,015		97,265,627		95,732,984		97,355,740
Effect of dilutive securities:
Stock options and awards based on the treasury    stock method	854,106		938,578		914,570		1,017,617
Weighted average number of shares outstanding,         assuming dilution of stock options and awards	96,549,121		98,204,205		96,647,554		98,373,357
Basic earnings per share	$	0.86	$	1.88	$	1.64	$	3.47
Diluted earnings per share	$	0.86	$	1.86	$	1.63	$	3.44

The exercise prices for certain stock options that the Company has awarded exceed the average market price of the Company’s common shares. Such stock options are antidilutive and were not included in the computation of diluted earnings per share. The antidilutive stock options outstanding during the three months ended June 30, 2013 and 2012 were 613,060 and 612,300, respectively. The antidilutive stock options outstanding during the six months ended June 30, 2013 and 2012 were 460,150 and 459,635, respectively.

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Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Note 6 - Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill for the six months ended June 30, 2013 were as follows:

	Mobile Industries		Process Industries		Aerospace			Steel		Total
Beginning balance	$	17.7	$	146.4	$	162.2		$	12.6	$	338.9
Acquisitions	5.5		17.6		—			—		23.1
Other	—		0.6		(0.1		)	—		0.5
Ending balance	$	23.2	$	164.6	$	162.1		$	12.6	$	362.5

The change related to acquisitions primarily reflects the preliminary purchase price allocation for the acquisition of Interlube completed on March 11, 2013, Smith Services completed on April 11, 2013 and Standard Machine completed on May 13, 2013. “Other” primarily includes foreign currency translation adjustments. The goodwill acquired from Smith Services of $0.9 million is tax-deductible and will be amortized over 15 years. See Note 3 - Acquisitions for additional information on the acquisitions listed above.

The following table displays intangible assets as of June 30, 2013 and December 31, 2012:

	As of June 30, 2013						As of December 31, 2012
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Customer relationships	$	163.3	$	44.9	$	118.4	$	159.6	$	38.1	$	121.5
Know-how	32.8		3.5		29.3		26.1		2.8		23.3
Industrial license  agreements	0.2		0.1		0.1		0.2		0.1		0.1
Land-use rights	8.8		4.3		4.5		8.6		4.1		4.5
Patents	2.2		1.7		0.5		2.5		1.8		0.7
Technology use	46.2		12.2		34.0		47.0		11.5		35.5
Trademarks	4.7		2.4		2.3		4.2		3.4		0.8
PMA licenses	8.8		3.8		5.0		8.8		3.6		5.2
Non-compete  agreements	4.7		3.6		1.1		4.4		3.3		1.1
Unpatented technology	7.2		7.2		—		7.2		6.7		0.5
	$	278.9	$	83.7	$	195.2	$	268.6	$	75.4	$	193.2
Intangible assets not subject to amortization:
Tradename	$	17.3	$	—	$	17.3	$	17.3	$	—	$	17.3
FAA air agency  certificates	14.2		—		14.2		14.2		—		14.2
	$	31.5	$	—	$	31.5	$	31.5	$	—	$	31.5
Total intangible assets	$	310.4	$	83.7	$	226.7	$	300.1	$	75.4	$	224.7

Amortization expense for intangible assets was $9.1 million and $9.5 million for the six months ended June 30, 2013 and June 30, 2012, respectively. Amortization expense for intangible assets is estimated to be $19.1 million for 2013; $18.7 million in 2014; $18.6 million in 2015; $18.3 million in 2016; and $17.9 million in 2017.

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Basis of Presentation

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Note 1 - Basis of Presentation

The accompanying Consolidated Financial Statements (unaudited) for The Timken Company (the Company) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by the accounting principles generally accepted in the United States (U.S. GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures considered necessary for a fair presentation have been included. For further information, refer to the Consolidated Financial Statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

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Accumulated Other Comprehensive Income components reclassification (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Accumulated Other Comprehensive Income [Roll Forward]
Beginning Balance	$ (998.9)	$ (853.2)	$ (1,013.2)	$ (889.5)
Other comprehensive income (loss) before reclassifications, before income tax	(14.6)	(44.9)	(20.7)	(24.1)
Amounts reclassified from accumulated other comprehensive income before income taxes	34.6	23.9	66.7	47.9
Income tax (benefit) expense	(10.8)	(8.3)	(22.5)	(16.9)
Net current period other comprehensive (loss) income, net of income taxes	9.2	(29.3)	23.5	6.9
Non-controlling interest	4.3		4.3	0.1
Net current period comprehensive (loss) income, net of income taxes and non-controlling interest	13.5	(29.3)	27.8	7.0
Ending Balance	(985.4)	(882.5)	(985.4)	(882.5)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	96.3	154.3	185.7	346.3
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	4.3	0.2	4.4	0
Foreign currency translation adjustment [Member]
Accumulated Other Comprehensive Income [Roll Forward]
Beginning Balance	32.9	61.9	49.0	38.5
Other comprehensive income (loss) before reclassifications, before income tax	(18.4)	(39.4)	(34.5)	(16.0)
Amounts reclassified from accumulated other comprehensive income before income taxes	0	0	0	0
Income tax (benefit) expense	0	0	0	0
Net current period other comprehensive (loss) income, net of income taxes	(18.4)		(34.5)	(16.0)
Non-controlling interest	4.3		4.3	0
Net current period comprehensive (loss) income, net of income taxes and non-controlling interest	(14.1)	(39.4)	(30.2)	(16.0)
Ending Balance	18.8	22.5	18.8	22.5
Pension and postretirement liability adjustment [Member]
Accumulated Other Comprehensive Income [Roll Forward]
Beginning Balance	(1,031.9)	(916.0)	(1,061.5)	(928.3)
Other comprehensive income (loss) before reclassifications, before income tax	2.9	(6.4)	11.9	(10.2)
Amounts reclassified from accumulated other comprehensive income before income taxes	34.9	24.1	66.9	48.6
Income tax (benefit) expense	(10.6)	(8.0)	(22.0)	(16.4)
Net current period other comprehensive (loss) income, net of income taxes	27.2		56.8	22.0
Non-controlling interest	0		0	0
Net current period comprehensive (loss) income, net of income taxes and non-controlling interest	27.2	9.7	56.8	22.0
Ending Balance	(1,004.7)	(906.3)	(1,004.7)	(906.3)
Fair Value of Marketable Securities [Member]
Accumulated Other Comprehensive Income [Roll Forward]
Beginning Balance		0.2		0.6
Other comprehensive income (loss) before reclassifications, before income tax		0		0
Amounts reclassified from accumulated other comprehensive income before income taxes		0		(0.9)
Income tax (benefit) expense		0		0.4
Net current period other comprehensive (loss) income, net of income taxes				(0.5)
Non-controlling interest				0.1
Net current period comprehensive (loss) income, net of income taxes and non-controlling interest		0		(0.4)
Ending Balance		0.2		0.2
Derivative financial instruments fair value adjustment [Member]
Accumulated Other Comprehensive Income [Roll Forward]
Beginning Balance	0.1	0.7	(0.7)	(0.3)
Other comprehensive income (loss) before reclassifications, before income tax	0.9	0.9	1.9	2.1
Amounts reclassified from accumulated other comprehensive income before income taxes	(0.3)	(0.2)	(0.2)	0.2
Income tax (benefit) expense	(0.2)	(0.3)	(0.5)	(0.9)
Net current period other comprehensive (loss) income, net of income taxes	0.4		1.2	1.4
Non-controlling interest	0		0	0
Net current period comprehensive (loss) income, net of income taxes and non-controlling interest	0.4	0.4	1.2	1.4
Ending Balance	$ 0.5	$ 1.1	$ 0.5	$ 1.1

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Financing Arrangements (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Short-term debt
Short-term debt	$ 7.0	$ 14.3
Line of Credit [Member] | Foreign Subsidiary [Member]
Short-term debt
Short-term debt	$ 7.0	$ 14.3

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Impairment and Restructuring Charges (Tables)

6 Months Ended

Jun. 30, 2013

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring and Related Costs

Impairment and restructuring charges by segment are comprised of the following:

For the three months ended June 30, 2013:

	Mobile Industries		Total
Severance and related benefit costs	$	6.0	$	6.0
Exit costs	0.7		0.7
Total	$	6.7	$	6.7

For the three months ended June 30, 2012:

	Mobile Industries		Process Industries		Total
Severance and related benefit costs	$	16.2	$	0.3	$	16.5
Exit costs	0.2		—		0.2
Total	$	16.4	$	0.3	$	16.7

For the six months ended June 30, 2013:

	Mobile Industries		Process Industries		Total
Severance and related benefit costs	$	6.8	$	0.2	$	7.0
Exit costs	0.9		—		0.9
Total	$	7.7	$	0.2	$	7.9

For the six months ended June 30, 2012:

	Mobile Industries		Process Industries		Total
Severance expense and related benefit costs	$	16.3	$	0.3	$	16.6
Exit costs	0.3		—		0.3
Total	$	16.6	$	0.3	$	16.9

Roll Forward consolidated restructuring accrual

The following is a rollforward of the consolidated restructuring accrual for the six months ended June 30, 2013 and the twelve months ended December 31, 2012:

	June 30, 2013			December 31, 2012
Beginning balance, January 1	$	17.6		$	21.8
Expense	2.7			12.2
Payments	(8.3		)	(16.4		)
Ending balance	$	12.0		$	17.6

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Retirement and Postretirement Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Pension [Member]
Components of net periodic benefit cost
Service cost	$ 9.2	$ 8.4	$ 19.3	$ 17.2
Interest cost	33.3	37.8	67.3	75.6
Expected return on plan assets	(58.9)	(55.3)	(116.2)	(110.5)
Amortization of prior service cost (credit)	1.1	2.4	2.3	4.7
Amortization of net actuarial loss	29.1	20.5	58.3	41.7
Pension curtailments and settlements	5.2	10.7	5.2	10.7
Net periodic benefit cost	19.0	24.5	36.2	39.4
Postretirement Benefit Plans [Member]
Components of net periodic benefit cost
Service cost	0.7	0.5	1.5	1.2
Interest cost	5.1	6.7	10.8	13.9
Expected return on plan assets	(3.0)	(2.5)	(5.8)	(5.3)
Amortization of prior service cost (credit)	0	0	(0.1)	(0.1)
Amortization of net actuarial loss	(0.5)	0.2	1.2	1.3
Pension curtailments and settlements	0	0	0	0
Net periodic benefit cost	$ 2.3	$ 4.9	$ 7.6	$ 11.0

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Retirement and Postretirement Benefit Plans

6 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Retirement and Postretirement Benefit Plans

Note 13 - Retirement and Postretirement Benefit Plans

The following table sets forth the net periodic benefit cost for the Company’s defined benefit pension and postretirement benefit plans. The amounts for the three months and six months ended June 30, 2013 are based on actuarial calculations prepared during the second quarter of 2013. These updated calculations may result in a different net periodic benefit cost for 2013. The net periodic benefit cost recorded for the three months and six months ended June 30, 2013 is the Company’s best estimate of each period’s proportionate share of the amounts to be recorded for the year ending December 31, 2013.

	Pension						Postretirement
	Three Months Ended June 30,						Three Months Ended June 30,
	2013			2012			2013			2012
Components of net periodic benefit cost:
Service cost	$	9.2		$	8.4		$	0.7		$	0.5
Interest cost	33.3			37.8			5.1			6.7
Expected return on plan assets	(58.9		)	(55.3		)	(3.0		)	(2.5		)
Amortization of prior service cost	1.1			2.4			—			—
Amortization of net actuarial loss	29.1			20.5			(0.5		)	0.2
Pension curtailments and settlements	5.2			10.7			—			—
Net periodic benefit cost	$	19.0		$	24.5		$	2.3		$	4.9

	Pension						Postretirement
	Six Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Components of net periodic benefit cost:
Service cost	$	19.3		$	17.2		$	1.5		$	1.2
Interest cost	67.3			75.6			10.8			13.9
Expected return on plan assets	(116.2		)	(110.5		)	(5.8		)	(5.3		)
Amortization of prior service cost (credit)	2.3			4.7			(0.1		)	(0.1		)
Amortization of net actuarial loss	58.3			41.7			1.2			1.3
Pension curtailments and settlements	5.2			10.7			—			—
Net periodic benefit cost	$	36.2		$	39.4		$	7.6		$	11.0

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Accumulated Other Comprehensive Income components reclassification (Notes)

6 Months Ended

Jun. 30, 2013

Statement of Financial Position [Abstract]

accumulated other comprehensive income components reclassification

Note 9 - Accumulated Other Comprehensive Loss

The following table presents details about components of accumulated other comprehensive loss for the three and six months ended June 30, 2013, respectively:

	Foreign currency translation adjustments			Pension and postretirement liability adjustments			Change in fair value of derivative financial instruments			Total
Balance, March 31, 2013	$	32.9		$	(1,031.9	)	$	0.1		$	(998.9	)
Other comprehensive (loss) income before   reclassifications, before income tax	(18.4		)	2.9			0.9			(14.6		)
Amounts reclassified from accumulated other   comprehensive income, before income tax	—			34.9			(0.3		)	34.6
Income tax (benefit) expense	—			(10.6		)	(0.2		)	(10.8		)
Net current period other comprehensive (loss) income,   net of income taxes	(18.4		)	27.2			0.4			9.2
Non-controlling interest	4.3			—			—			4.3
Net current period comprehensive (loss) income, net of   income taxes and non-controlling interest	(14.1		)	27.2			0.4			13.5
Balance, June 30, 2013	$	18.8		$	(1,004.7	)	$	0.5		$	(985.4	)

	Foreign currency translation adjustments			Pension and postretirement liability adjustments			Change in fair value of derivative financial instruments			Total
Balance, December 31, 2012	$	49.0		$	(1,061.5	)	$	(0.7	)	$	(1,013.2	)
Other comprehensive (loss) income before   reclassifications, before income tax	(34.5		)	11.9			1.9			(20.7		)
Amounts reclassified from accumulated other   comprehensive income, before income tax	—			66.9			(0.2		)	66.7
Income tax (benefit) expense	—			(22.0		)	(0.5		)	(22.5		)
Net current period other comprehensive (loss) income,   net of income taxes	(34.5		)	56.8			1.2			23.5
Non-controlling interest	4.3			—			—			4.3
Net current period comprehensive (loss) income, net of   income taxes and non-controlling interest	(30.2		)	56.8			1.2			27.8
Balance, June 30, 2013	$	18.8		$	(1,004.7	)	$	0.5		$	(985.4	)

The following table presents details about components of accumulated other comprehensive loss for the three and six months ended June 30, 2012, respectively:

	Foreign currency translation adjustments			Pension and postretirement liability adjustments			Change in fair value of marketable securities		Change in fair value of derivative financial instruments			Total
Balance, March 31, 2012	$	61.9		$	(916.0	)	$	0.2	$	0.7		$	(853.2	)
Other comprehensive (loss) income before   reclassifications, before income tax	(39.4		)	(6.4		)	—		0.9			(44.9		)
Amounts reclassified from accumulated   other comprehensive income, before   income tax	—			24.1			—		(0.2		)	23.9
Income tax (benefit) expense	—			(8.0		)	—		(0.3		)	(8.3		)
Net current period comprehensive (loss)   income, net of income taxes and   non-controlling interest	(39.4		)	9.7			—		0.4			(29.3		)
Balance, June 30, 2012	$	22.5		$	(906.3	)	$	0.2	$	1.1		$	(882.5	)

	Foreign currency translation adjustments			Pension and postretirement liability adjustments			Change in fair value of  marketable securities			Change in fair value of derivative financial instruments			Total
Balance, December 31, 2011	$	38.5		$	(928.3	)	$	0.6		$	(0.3	)	$	(889.5	)
Other comprehensive (loss) income before   reclassifications, before income tax	(16.0		)	(10.2		)	—			2.1			(24.1		)
Amounts reclassified from accumulated   other comprehensive income, before   income tax	—			48.6			(0.9		)	0.2			47.9
Income tax (benefit) expense	—			(16.4		)	0.4			(0.9		)	(16.9		)
Net current period other comprehensive   (loss) income, net of income taxes	(16.0		)	22.0			(0.5		)	1.4			6.9
Non-controlling interest	—			—			0.1			—			0.1
Net current period comprehensive (loss)   income, net of income taxes and   non-controlling interest	(16.0		)	22.0			(0.4		)	1.4			7.0
Balance, June 30, 2012	$	22.5		$	(906.3	)	$	0.2		$	1.1		$	(882.5	)

Other comprehensive (loss) income before reclassifications and income taxes includes the effect of foreign currency. The reclassification of the pension and postretirement liability adjustment was included in costs of products sold and selling, general and administrative expenses on the Consolidated Statements of Income. The reclassification of the remaining components of accumulated other comprehensive (loss) income were included in other income (expense), net on the Consolidated Statements of Income.

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Continued Dumping and Subsidy Act

6 Months Ended

Jun. 30, 2013

CDSOA [Abstract]

Continued Dumping And Subsidy Offset Act

Note 16 - Continued Dumping and Subsidy Offset Act (CDSOA)

CDSOA provides for distribution of monies collected by U.S. Customs and Border Protection (U.S. Customs) from antidumping cases to qualifying domestic producers where the domestic producers have continued to invest in their technology, equipment and people.

In September 2002, the World Trade Organization (WTO) ruled that CDSOA payments are not consistent with international trade rules. In February 2006, U.S. legislation was enacted that ended CDSOA distributions for dumped imports covered by antidumping duty orders entering the United States after September 30, 2007. Instead, any such antidumping duties collected would remain with the U.S. Treasury. Several countries have objected that this U.S. legislation is not consistent with WTO rulings, and were granted retaliation rights by the WTO, typically in the form of increased tariffs on some imported goods from the United States. The European Union and Japan have been retaliating in this fashion against the operation of U.S. law.

In 2006, the U.S. Court of International Trade (CIT) ruled, in two separate decisions, that the procedure for determining recipients eligible to receive CDSOA distributions was unconstitutional. In addition, several other court cases challenging various provisions of CDSOA were ongoing. As a result, from 2006 through 2010, U.S. Customs withheld a portion of the amounts that would otherwise have been distributed under CDSOA.

In February 2009, the U.S. Court of Appeals for the Federal Circuit reversed both of the 2006 decisions of the CIT. Later in December 2009, a plaintiff petitioned the U.S. Supreme Court to hear a further appeal, but the Supreme Court declined the petition, allowing the appellate court reversals to stand. At that time, several court cases challenging various provisions of the CDSOA were still unresolved, so U.S. Customs accepted the CIT’s recommendation to continue to withhold CDSOA receipts related to 2006 through 2010 until January 2012.

U.S. Customs began distributing the withheld funds to affected domestic producers in early April 2012. In April 2012, the Company received CDSOA distributions of $112.8 million in the aggregate for amounts originally withheld from 2006 through 2010.

While some of the challenges to CDSOA have been resolved, others are still in litigation. Since there continue to be legal challenges to CDSOA, U.S. Customs has advised all affected domestic producers that it is possible that CDSOA distributions could be subject to clawback. Management of the Company believes that the likelihood of clawback is remote.

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Note 14 - Income Taxes

The Company's provision for income taxes in interim periods is computed by applying the appropriate estimated annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring or discrete items, including interest on prior - year tax liabilities, are recorded during the period(s) in which they occur.

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Provision for income taxes	$	46.1		$	112.5		$	84.9		$	194.0
Effective tax rate	35.8		%	38.0		%	35.0		%	36.4		%

The decrease in the effective tax rate in the second quarter of 2013 compared to the second quarter of 2012 was primarily due to higher earnings in certain foreign jurisdictions where the effective tax rate is less than 35%, higher tax benefits from the U.S. research tax credit and lower losses at certain foreign subsidiaries where no tax benefit could be recorded. These factors were partially offset by a lower U.S. manufacturing deduction and certain discrete tax expenses.

The decrease in the effective tax rate in the first six months of 2013 compared to the first six months of 2012 was primarily due to higher earnings in certain foreign jurisdictions where the effective tax rate is less than 35%, higher tax benefits from the U.S. research tax credit and other discrete net income tax benefits. These factors were partially offset by U.S. state and local taxes and lower U.S. manufacturing deduction.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Entity Registrant Name	Timken Co.
Entity Central Index Key	0000098362
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	95,006,238

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Fair Value

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value

Note 15 - Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The FASB provides accounting rules that classify the inputs used to measure fair value into the following hierarchy:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3 – Unobservable inputs for the asset or liability.

The following table presents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2013:

	June 30, 2013
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	396.8	$	396.8	$	—	$	—
Short-term investments	24.9		24.9		—		—
Foreign currency hedges	2.1		—		2.1		—
Total Assets	$	423.8	$	421.7	$	2.1	$	—
Liabilities:
Foreign currency hedges	$	0.9	$	—	$	0.9	$	—
Total Liabilities	$	0.9	$	—	$	0.9	$	—

Cash and cash equivalents are highly liquid investments with maturities of three months or less when purchased and are valued at the redemption value. Short-term investments are investments with maturities between four months and one year and are valued at the amortized cost. The Company uses publicly available foreign currency forward and spot rates to measure the fair value of its foreign currency forward contracts.

The Company does not believe it has significant concentrations of risk associated with the counterparts to its financial instruments.

Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, accounts receivable, net, accounts payable, trade, short-term borrowings and long-term debt. Due to their short-term nature, the carrying value of cash and cash equivalents, short-term investments, accounts receivable, net, accounts payable, trade and short-term borrowings are a reasonable estimate of their fair value. The fair value of the Company’s long-term fixed-rate debt, based on quoted market prices, was $460.6 million and $481.3 million at June 30, 2013 and December 31, 2012, respectively. The carrying value of this debt was $424.9 million at June 30, 2013 and December 31, 2012. The fair value of long-term fixed debt was measured using Level 2 inputs.

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Income Taxes (Details Textual)	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013
Income Tax Disclosure [Abstract]
Effective tax rate on the pretax income relative to U.S. federal statutory	35.00%	35.00%

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Income Taxes (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income taxes
Provision for income taxes	$ 46.1	$ 112.5	$ 84.9	$ 194.0
Effective tax rate	35.80%	38.00%	35.00%	36.40%