Timken Company (the) · NYSE:TKR
Timken Company (the) — The Timken Company — Merger or Acquisition (September 2013)
18 slides from Timken Company (the)'s merger presentation, Sep 6, 2013
Slide 1: Timken to Create Two Independent Market-Leading Public Companies
TIMKEN TO CREATE TWO INDEPENDENT MARKET-LEADING PUBLIC COMPANIES Conference Call September 6, 2013 10:00am ET
Slide 2: Call Details
CALL DETAILS Conference Call to Discuss Plan to Create Two Separate Companies Conference Call: Friday, Sept. 6, 2013 10:00 a.m. Eastern Time All Callers: Live Dial-In: 888-282-4019 or 913-312-1491 (Call in 10 minutes prior to be included.) Conference ID: Timken Investor Call Replay Dial-In available
Slide 3: Forward-Looking Statements Safe Harbor and Non-GAAP Financial Information
FORWARD-LOOKING STATEMENTS SAFE HARBOR AND NON-GAAP FINANCIAL INFORMATION Certain statements in this presentation (including statements regarding the company's forecasts, estimates and expectations) that are not historical in nature are "forward-looking" statements within the meaning of the Private
Slide 4: Timken Transformation Continues
TIMKEN TRANSFORMATION CONTINUES • Timken to create two independent public companies • Board conducted thorough review process with advisors, including discussions with shareholders and customers • Management and the Board believe that the separation will create additional shareholder value • Organiz
Slide 5: Results from Strategic Review
RESULTS FROM STRATEGIC REVIEW • Thorough evaluation by a strategy committee of independent directors; concluded that a tax-free spinoff of the steel business would result in significant shareholder value creation Creating Two Strong Focused • Creation of two independent publicly traded companies, ea
Slide 6: Business Profiles
BUSINESS PROFILES “New” Steel Company “New” Timken Company Aerospace 10% Oil & Gas 26% Industrial Mobile Revenue 44% Process Industries Mix(1) Mobile Industries 50% On-Highway 40% (automotive) 30% Revenue(1): $1.7 Billion Revenue(1): $3.4 Billion Financials 2012 EBITDA and Margin(2): $302M, 17.4% 20
Slide 7: "New" Steel Business Profile
“NEW” STEEL BUSINESS PROFILE Historical Revenue ($ Millions)(1) Historical EBITDA(2) ($ Millions) $2,500 $400 $313 $313 $302 $1,852 $1,957 $300 $2,000 $1,729 $192 $1,360 $200 $1,500 $100 $1,000 $715 $0 $500 -$100 $(12) 2008 2009 2010 2011 2012 $0 EBITDA 16.9% (1.7)% 14.2% 16.0% 17.4% 2008 2009 2010
Slide 8: "New" Steel Business Profile
“NEW” STEEL BUSINESS PROFILE • North American leadership in high-end engineered steel products and supply chain solutions Based on core offerings of: Business High-performance alloy steel bars and tubes Strengths Technical know-how to develop processes and design customer solutions Broad produ
Slide 9: "New" Steel Strategy: Expand Value-Add & Service Offering
“NEW” STEEL STRATEGY: EXPAND VALUE-ADD & SERVICE OFFERING Customized Product Range (Average Year) • 40,000 orders shipped • 400 steel types made to 9,000 customer specifications • Average order size = 25 tons • Broad size range 100% Make-to-Order….Large Scale • 1.8 million melt ton annual capacity •
Slide 10: "New" Steel Key Near-Term Priorities: Leverage Large Bar & Tube Investments
“NEW” STEEL KEY NEAR-TERM PRIORITIES: LEVERAGE LARGE BAR & TUBE INVESTMENTS • Leverage structural growth in target market sectors, particularly in most innovative and competitive offerings • Oil & Gas – favorable trends in shale extraction & horizontal drilling • Industrial – broad resurgence in U.S
Slide 11: "New" Timken Company Business Profile
“NEW” TIMKEN COMPANY BUSINESS PROFILE Historical Revenue ($ Millions)(1) Historical EBITDA(2) ($ Millions) $4,000 $800 $686 $665 $3,347 $3,334 $3,360 $2,799 $600 $525 $3,000 $2,469 $447 $375 $400 $2,000 $200 $1,000 $0 $0 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 EBITDA 13.4% 15.2% 18.7% 20.6
Slide 12: "New" Timken Company Business Profile
“NEW” TIMKEN COMPANY BUSINESS PROFILE • Recognized leadership positions within its Mobile Industries, Process Industries and Aerospace businesses • Highly engineered product solutions leveraging industry-leading technologies Business Strengths • Operational and customer service excellence • Global f
Slide 13: "New" Timken Company Business Profile
“NEW” TIMKEN COMPANY BUSINESS PROFILE MOBILE PROCESS SEGMENT INDUSTRIES INDUSTRIES AEROSPACE Light Vehicle Heavy Industries Defense END-MARKET Off Highway Industrial Processes Commercial Rail Energy General Aviation SECTORS Auto Aftermarket Industrial Distribution Positioning Control SERVED Heavy Tr
Slide 14: "New" Timken Company Strategy
“NEW” TIMKEN COMPANY STRATEGY • Expand existing product portfolio globally • Demanding product applications • Grow in emerging markets • Focus on strengthening channel relationships, including the after-market • Leverage global leadership position in tapered roller bearings • Leverage technology to
Slide 15: Overview of Planned Separation
OVERVIEW OF PLANNED SEPARATION • Tax-free spinoff of “New” Steel Company • “New” Steel to become a publicly traded company Structure • Upon completion of the separation, 100% of “New” Steel Company owned by The Timken Company’s then-current shareholders • Expected completion within 12 months Timing
Slide 16: Timken
TIMKEN
Slide 17: Appendix
TIMKEN Appendix Stronger. Commitment. Stronger. Value. Stronger. Worldwide. Stronger. Together. | Stronger. By Design.
Slide 18: GAAP Reconciliation of EBITDA and EBITDA Margin
GAAP RECONCILIATION OF EBITDA AND EBITDA MARGIN ($ Mils.) 2008 2009 2010 2011 2012 Reconciliation of EBITDA and Net Sales EBITDA as a percentage of sales Mobile Industries $ 1,772 $ 1,245 $ 1,561 $ 1,769 $ 1,676 (EBITDA Margin) to GAAP reported segment EBIT: Process Inustries 1,166 809 903 1,245 1,3
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