8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2004

THE TIMKEN COMPANY

(Exact Name of Registrant as Specified in its Charter)

Ohio

(State or Other Jurisdiction of Incorporation)

1-1169	34-0577130
(Commission File Number)	(I.R.S. Employer Identification No.)

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

(Address of Principal Executive Offices) (Zip Code)

(330) 438-3000

(Registrant’s Telephone Number, Including Area Code)

Item 9. Regulation FD Disclosure

     At the Annual Meeting of Shareholders of The Timken Company on April 20, 2004, James W. Griffith, President and CEO, will make a presentation to shareholders. A copy of the text of those comments is attached as Exhibit 99.1 to this report and incorporated herein by this reference. A copy of the slides accompanying the text of the comments is attached as Exhibit 99.2 to this report and incorporated herein by this reference.

     This information is not “filed” pursuant to the Securities Exchange Act of 1934 and is not incorporated by reference into any registration statements under the Securities Act of 1933.

Exhibits.
99.1	Text of comments by James W. Griffith, President and CEO of The Timken Company, at the Annual Meeting of Shareholders dated April 20, 2004
99.2	Slides accompanying text of comments by James W. Griffith, President and CEO of The Timken Company, at the Annual Meeting of Shareholders dated April 20, 2004.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE TIMKEN COMPANY
	By:	/s/ William R. Burkhart
		William R. Burkhart
		Senior Vice President and General Counsel
Date: April 20, 2004

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EXHIBIT INDEX

Exhibit Number	Description of Document
99.1	Text of comments by James W. Griffith, President and CEO of The Timken Company, at the Annual Meeting of Shareholders dated April 20, 2004
99.2	Slides accompanying text of comments by James W. Griffith, President and CEO of The Timken Company, at the Annual Meeting of Shareholders dated April 20, 2004.

EX-99.1

Exhibit 99.1

Slide 1	Good morning.
	As you’ve seen on the cover of our annual report, we believe The Timken Company has boundless opportunities in a fast-paced world.
	That speed is propelled by customers. For every improvement, every innovation we make, our customers want more.
Slide 2	They continue to move at an ever-faster pace, looking to establish a competitive edge in their markets. For automakers, it’s components that boost fuel efficiency.
Slide 3	For helicopter manufacturers, it’s solutions that improve turnaround time for maintenance. For all our customers, it’s anything that can help lower their costs.
	As fast as we move to stay a step ahead, our competitors are doing the same. And these competitors are not just down the block. Or around the country.
Slide 4	They’re all over the world. Which creates a fiercely competitive marketplace — in a global environment.
Slide 5	To thrive in today’s fast-paced world to build a platform for profitable growth that creates value for customers and shareholders alike—we have aligned our strategies around three key themes:
	•	Customer-driven innovation;
	•	A focus on performance; and
	•	An adaptive management capability.

Slide 6	This is what your Timken Company looks like today.
	•	Sales of nearly $4 billion.
	•	Almost 30% of sales are to customers outside the U.S.
	•	We have nearly 26,000 associates and our products are used in literally every country in the world.
	•	We have ten technical centers strategically placed around the globe.
	•	Our manufacturing footprint spans more than 80 Timken plants – in 16 countries.
	•	Our products are sold and distributed through more than 100 global sales offices, design centers and distribution warehouses. We are a much different company than we were a year ago. And the main reason is Torrington. This $840 million acquisition has been the most significant step in our company’s history, instantly increasing our size nearly 50%. We are now in a stronger position to provide integrated modules and advanced solutions around the world.
Slide 7	We are already benefiting from significant cost savings in bringing these two industry leaders together. In 2003, we achieved $28 million in cost savings, mainly by leveraging the purchasing power of our larger company. We are on-track for achieving our cost-savings goal of $80 million by the end of 2005.
Slide 8	You often hear that corporate cultures can either make or break an acquisition. The Timken and Torrington cultures have been in-step since the beginning. We share a similar heritage and brand promise. Both companies have demonstrated traditions of quality and innovation. And both have earned the respect of their customers through a collaborative, customer-centric approach to identifying and implementing solutions.

Slide 9	2003 was a year of remarkable change for Timken.
	We introduced new product innovations adding $174 million, in sales, in difficult market conditions.
	A few examples:
	•	The StatusCheck™ wireless condition monitoring system, which moves us into new opportunities beyond the bearing.
	•	A new line of industrial lubricants which expands our friction-management solutions.
	•	And on the Automotive side, first application of our sensorized hub technology on a transplant truck in the Nissan Titan.
Slide 10	We expanded, with a 30% growth in sales in China, where we will shortly open our fourth manufacturing facility next month.
	China’s growing economy also has resulted in more opportunities for us to import products into that country.
	Reinforcing Tim’s comments on the importance of global manufacturing, we imported more than $13 million into China in 2003, compared to the less than $1 million Timken China exported to the U.S.
Slide 11	The grand opening of the Advanced Green Components joint venture in Winchester, Kentucky, allows for significant cost savings with minimal capital investment. By using a cold-forming process to make bearings, we save both material and machining time.
Slide 12	And we ended the year with a debt-to-capital ratio of 40%, which is below the level at the end of 2002...much less our 50% peak just after the Torrington acquisition.

Slide 13	We reported record sales in 2003, up 49%:
	If you exclude Torrington, sales still rose 8%, with increases in all three units.
	Unfortunately, profits did not respond proportionally. Earnings of $0.67 per share were 23% lower than the previous year, but benefited from the Torrington acquisition, which was accretive to our earnings.
	While we were disappointed in this level of performance, the year ended with signs of improvement. We expect much better results for 2004
Slide 14	We have taken action—turning problems into opportunities in 2004.
	In 2003, profitability in automotive manufacturing was challenged.
	We began to see improved manufacturing productivity in the fourth quarter of the year, and will see a rebound throughout 2004.
	In January, we welcomed Jacqui Dedo as Automotive Group president. Jacqui has an impressive track record of achievement in the global automotive industry. And she will drive the strategy for profitable growth in our Automotive business.
Slide 15	In 2003, Industrial markets continued to be sluggish, but we grew sales and improved our margins.
	In 2004, we’re seeing signs of a market recovery which will provide a much needed boost to our revenues.

Slide 16	In 2003, steel costs rose significantly:
	•	scrap more than doubled;
	•	nickel reached a 14-year high;
	•	natural gas prices rose 50%.
	In late 2003, we implemented a new surcharge mechanism and price increases.
	This new mechanism is working and will improve Steel earnings in 2004.
Slide 17	We will announce our first quarter performance on Thursday, which will limit my freedom to discuss it today.
	What I can tell you today is that we’re confident that we’re moving in the right direction.
	In fact, three weeks ago we raised our earnings outlook for both the first quarter and the full year.
	Our revised outlook is based on the fact that the actions we have taken are working — and that we’re seeing an earlier-than-expected recovery in our end markets.
	We are well positioned for the upturn—thanks to our rationalization efforts and the Torrington acquisition.
	The first quarter has already seen a flurry of activity¼
Slide 18	This month, Timken was named to the Fortune 500. The last time we were included on the list was 1995, when it was comprised of only industrial companies.
Slide 19	In the rail industry, our bearings were selected for Spain’s new Talgo high-speed trains, which are capable of traveling over 200 miles per hour; and we were also for Moscow’s passenger trains.

Slide 20	Our products are also literally out of this world—with application on both of NASA’s Mars Rovers.
Slide 21	Timken has been named the sole supplier of bearings for the Rolls-Royce Model 250 aircraft engines. More than 15,000 of these engines are currently in service around the world.
Slide 22	We also have signed an agreement to supply steel gear blanks for the new 6-speed automatic transmission being developed by General Motors for the Malibu and other GM models.
Slide 23	And online, we’ve extended new product brands to Mexican distributors via the Timken store at PTplace.com And this is just the first quarter of the year. But even with all the progress we’re making, our transformation must—continue.
Slide 24	Strong economic performance is how 104-year-old companies earn the right to thrive in their second century.
	We must generate funds to invest back into the business in order to serve our customers – and thereby protect the jobs of our associates.
	The measure of that ability is earning our cost of capital...and our earnings in 2003 were only half of that level.
	Our management team is committed to bringing our earning level above our cost of capital on a regular basis.
	That will require continued change; change that is painful at times, but change that is necessary to assure the success of the company.....success that we measure by the value we provide to our shareholders.

Slide 25	And so my message to you this morning is an optimistic one - tempered by the competitive pressures of our global economy.
	The opportunities for the new Timken are truly boundless as we continue to create customer value through innovation...and as we create shareholder value by driving a sustainable competitive advantage.
	As our products and services move beyond bearings and steel — our playing field just keeps growing.
	With applications for:
	•	the automotive industry.
	•	Agriculture.
	•	Construction.
	•	Mining.
	•	Paper.
	•	Power generation.
	•	Aerospace.
	•	Rail.
	•	Medical.
	Virtually any industry in which anything moves.
	That’s what we mean by boundless opportunities.
Slide 26	And we will succeed in turning those opportunities into profitability by:
	•	Customer-driven innovation;
	•	A focus on performance; and
	•	An adaptive management capability.

Slide 27	Thank you for your confidence and support in 2003. We are determined to make 2004 a better year for customers and shareholders alike. Thank you.
	This concludes our annual meeting presentations. We will be happy to take any questions you may have.

Reconciliation of Non-GAAP Measures to GAAP Measures

Set forth below is a reconciliation of certain non-GAAP financial information noted in the preceding presentation.

Debt to total capital ratio equals total debt divided by total debt plus shareholders’ equity.

	December 31,			March 31,			June 30,			September 30,			December 31,
	2002			2003			2003			2003			2003
Short-term debt & commercial paper		111,134			218,632			272,884			240,971			121,194
Long-term debt		350,085			778,066			744,523			698,464			613,446
Total Debt		461,219			996,698			1,017,407			939,435			734,640
SHAREHOLDERS’ EQUITY		609,086			941,342			970,926			961,463			1,089,627
Debt/Capital		43.1	%		51.4	%		51.2	%		49.4	%		40.3	%

EX-99.2

Exhibit 99.2

James W. Griffith President & CEO

Fuel Efficient Solutions

Maintenance Solutions

Keys to Competitiveness Customer-driven innovation A focus on performance An adaptive management capability

Company at Glance $3.8 billion 2003 sales

Integration Cost Savings $28 million saved to date $80 million target

2003 Achievements $174 million in new products

2003 Achievements Market expansion in China

2003 Achievements Advanced Green Components joint venture

2003 Achievements 40% debt-to-capital ratio

2002 2003 Net Sales 2550 3788 2003 Results 2002 2003 EPS 0.87 0.67

'03 Challenges '04 Opportunities Automotive manufacturing profitability Productivity improving 4th quarter

'03 Challenges '04 Opportunities Continued sluggish Industrial markets Industrial market recovery and global growth opportunities

'03 Challenges '04 Opportunities Steel raw material cost increases New surcharges and price increases

First Quarter 2004

Keys to Competitiveness Customer-driven innovation A focus on performance An adaptive management capability