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):     July 17, 2006    

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

     The Timken Company issued a press release on July 17, 2006, announcing estimated earnings per share for the second quarter of 2006. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by this reference.

     This information shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

     Exhibits.

99.1 The Timken Company Press Release dated July 17, 2006, announcing estimated earnings per share for the second quarter of 2006.

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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: July 18, 2006

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EXHIBIT INDEX

Exhibit Number		Description of Document
	99.1	The Timken Company Press Release dated July 17, 2006, announcing estimated earnings per share for the second quarter of 2006.

EX-99.1

The Timken Company

Media Contact: Denise Bowler
Manager — Global Corporate &
Financial Communications
Mail Code: GNW-37
1835 Dueber Avenue, S.W.
Canton, OH 44706 U.S.A.
Telephone: (330) 471-3485
Facsimile: (330) 471-7032
denise.bowler@timken.com

Investor Contact: Steve Tschiegg
Manager — Investor Relations
Mail Code: GNE-26
1835 Dueber Avenue, S.W.
Canton, OH 44706 U.S.A.
Telephone: (330) 471-7446
Facsimile: (330) 471-2797
steve.tschiegg@timken.com

For Additional Information:
www.timken.com/media
www.timken.com/investors

NEWS RELEASE

Timken Raises Second Quarter, Full Year
2006 Earnings Estimates
Company to announce quarterly results July 26

     CANTON, Ohio — July 17, 2006 — The Timken Company (NYSE: TKR) today announced estimated 2006 second quarter earnings per diluted share of approximately $0.79, up from $0.73 per diluted share for the same period a year ago. Excluding the impact of special items, the company estimates 2006 second quarter earnings per diluted share of $0.89, up from the previous estimate of $0.75 to $0.80 per diluted share and above last year’s second quarter earnings of $0.77 per diluted share. The difference between reported and adjusted earnings is due primarily to restructuring and rationalization charges and the impact from asset dispositions.

     We are pleased to deliver another strong quarter for our shareholders,” said James W. Griffith, Timken president and chief executive officer. “Our better-than-expected results reflect the continued strength of our industrial markets as well as improved execution. Steel Group performance, in particular, was very good in the second quarter, due to both market demand and productivity gains. Second quarter results also benefited from lower pension and retiree medical expenses.”

     The company continues to expect improved performance in the second half of 2006, compared to a year ago. As a result of its second quarter 2006 performance and a better outlook for the remainder of the year, the company is increasing its earnings estimate for the full year to $3.00 to $3.15 per diluted share,

excluding special items. The company’s prior earnings estimate for 2006 was $2.80 to $2.95 per diluted share, excluding special items.

     Timken will announce 2006 second quarter results on July 26, 2006, prior to the opening of the New York Stock Exchange. The company will host a conference call that day for investors and securities analysts to discuss the financial results.

Conference Call:	Wednesday, July 26, 2006 11 a.m. Eastern Daylight Time
All Callers:	Live Dial-In: 800-344-0593 or 706-634-0975 (Call in 10 minutes prior to be included)
	Replay Dial-In through August 2, 2006:
	800-642-1687 or 706-645-9291 Conference ID: #5677422
Live Webcast:	www.timken.com/investors

About The Timken Company

     The Timken Company, (NYSE: TKR, http://www.timken.com) keeps the world turning, with innovative ways to make customers’ products run smoother, faster and more efficiently. Timken’s highly engineered bearings, alloy steels and related products and services turn up everywhere. With operations in 27 countries, sales of $5.2 billion in 2005 and 27,000 employees, Timken is Where You Turn™ for better performance.

Certain statements in this news release (including statements regarding the Company’s estimates and expectations) that are not historical in nature are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions that actual results may differ materially from those projected or implied in forward-looking statements due to a variety of important factors, including: the completion of the Company’s financial statements for the second quarter of 2006, which have not been finalized and are subject to change; fluctuations in raw material and energy costs and the operation of the Company’s surcharge mechanisms; the Company’s ability to respond to the changes in its end markets; changes in the financial health of the Company’s customers; and the impact on operations of general economic conditions, higher raw material and energy costs, fluctuations in customer demand and the Company’s ability to achieve the benefits of its future and ongoing programs and initiatives, including the implementation of its Automotive Group restructuring, the rationalization of the Company’s Canton bearing operations, manufacturing transformation and rationalization activities. These and additional factors are described in greater detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, page 65, and in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006. The Company undertakes no obligation to update or revise any forward-looking statement.

Reconciliation of GAAP estimated earnings per share — diluted (Unaudited)

This reconciliation is provided as additional relevant information about the company’s performance. Management believes adjusted earnings per share are more representative of the company’s performance and therefore useful to investors. Management also believes that it is appropriate to compare GAAP earnings per share to adjusted earnings per share in light of pre-tax special items.

	Second Quarter			Second Quarter
		2006			2005
(Dollars per fully diluted share)
Earnings per share, assuming dilution	$	0.79		$	0.73
Pre-tax special items	$	0.22		$	0.07
Tax effect of special items		($0.12	)		($0.03	)
Adjusted earnings per share, assuming dilution	$	0.89		$	0.77

Reconciliation of 2006 Earnings Estimate

Estimated expected earnings per diluted share for the full year exclude special items. Examples of such special items include impairment and restructuring, manufacturing rationalization/reorganization expenses, gain or loss on the sale of non-strategic assets, and payments under the Continued Dumping and Subsidy Offset Act (CDSOA.) It is not possible at this time to identify the potential amount or significance of these special items. We cannot predict whether we will receive any additional payments under the CDSOA in 2006 and if so, in what amount. If we do receive any additional CDSOA payments, they will most likely be received in the fourth quarter.