SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*

The Timken Company

(Name of Issuer)

Common Stock, $0.00 par value

(Title of Class of Securities)

887389104

(CUSIP Number)

Ralph V. Whitworth	Debra Smith
Relational Investors, LLC	California State Teachers’ Retirement System
12400 High Bluff Drive, Suite 600	100 Waterfront Place, MS 04
San Diego, CA 92130	West Sacramento, CA 95605
(858) 704-3333	(916) 414-7551

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 19, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 5,495,247
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 5,495,247
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,495,247
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 5.73%
	14.	Type of Reporting Person (See Instructions) IA/HC/OO

2

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors Mid-Cap Fund I, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 3,338,672
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 3,338,672
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,338,672
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 3.48%
	14.	Type of Reporting Person (See Instructions) PN

3

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors Mid-Cap Fund II, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,691,438
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 1,691,438
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,691,438
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 1.76%
	14.	Type of Reporting Person (See Instructions) PN

4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Ralph V. Whitworth
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) NA
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-
			8.	Shared Voting Power 5,495,247
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 5,495,247
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,495,247
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 5.73%
	14.	Type of Reporting Person (See Instructions) IN

5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) David H. Batchelder
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) NA
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-
			8.	Shared Voting Power 5,495,247
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 5,495,247
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,495,247
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 5.73%
	14.	Type of Reporting Person (See Instructions) IN

6

CUSIP No.
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) California State Teachers’ Retirement System
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization California Government Pension Plan
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 397,027
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 182,540
			10.	Shared Dispositive Power 214,487(1)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 397,027
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 0.41%
	14.	Type of Reporting Person (See Instructions) EP

(1) These shares are managed by external managers as further described in Item 5.

7

Item 1.	Security and Issuer
This statement on Schedule 13D (this “Statement”) relates to the common stock, $0.00 par value (the “Shares”), of The Timken Company, an Ohio corporation (the “Issuer” or the “Company”).  The Issuer’s principal executive offices are located at 1835 Dueber Ave., SW, Canton, OH 44706.
Item 2.	Identity and Background
This Statement is being filed by Relational Investors Mid-Cap Fund I, L.P. (“MC I”) and Relational Investors Mid-Cap Fund II, L.P. (“MC II”), collectively, the “Relational LPs.”  Each of the Relational LPs is a Delaware limited partnership.  The principal business of each is securities investment.
This Statement is also being filed by Relational Investors, LLC (“RILLC”), a Delaware limited liability company. The principal business of RILLC is being the sole general partner or sole managing member of the general partner of certain investment partnerships, including the Relational LPs and the investment adviser of certain client managed accounts, the “Managed Accounts”. The Relational LPs and the Managed Accounts are the beneficial owners of the securities covered by this Statement. Pursuant to the Limited Partnership Agreement of each of the Relational LPs, and the investment management agreement of the Managed Accounts, RILLC has sole investment discretion and voting authority with respect to the securities covered by this Statement.
This Statement is also being filed by Ralph V. Whitworth and David H. Batchelder.  Messrs. Whitworth and Batchelder are the Principals of RILLC, in which capacity they share voting control and dispositive power over certain securities covered by this Statement.  As such, Messrs. Whitworth and Batchelder may be deemed to have indirect beneficial ownership of such securities, but, each of Mr. Whitworth and Mr. Batchelder disclaim beneficial ownership of the Shares except to the extent of his pecuniary interest therein.  The present principal occupation of each of Messrs. Whitworth and Batchelder is serving as Principals of RILLC (Messrs. Whitworth and Batchelder, together with Relational LPs and RILLC, hereinafter, the “Relational Entities”).
This Statement is also being filed by California State Teachers’ Retirement System (“CalSTRS”), a California Government Employee Benefit plan. The principal business of CalSTRS is to provide retirement related benefits and services to teachers in public schools and community colleges in California. CalSTRS and the Relational Entities are filing this statement jointly as they have formed a group with the purpose of supporting a shareholder proposal. See Item 4 below for further discussion of such shareholder proposal, which is incorporated into this Item 2 by reference. The Relational Entities and CalSTRS together are the “Reporting Persons”.
During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The business address of each of the Relational Entities is 12400 High Bluff Drive, Suite 600, San Diego, CA 92130.
Messrs. Whitworth and Batchelder are citizens of the United States.
The business address for CalSTRS is 100 Waterfront Place, MS 04, West Sacramento, CA 95605.

8

Item 3.      Source and Amount of Funds or Other Consideration

The Reporting Persons purchased an aggregate of 5,892,274 Shares for total consideration (including brokerage commissions) of $254.3 million derived from their working capital.

Item 4.      Purpose of the Transaction

The Reporting Persons believe the Shares reported in this Statement are undervalued by the market at the present time.

The Reporting Persons believe that the market significantly undervalues the Company due to its combination of two incongruent, core businesses and that a spin-off of the Steel business segment (“Steel business”) from the remaining business segments (collectively, “Bearings business”) would maximize shareholder value.  In August 2012, Relational met with Company management and board members to recommend the Company hire advisors to effectuate a spin-off of its Steel business into a separately traded public company.  A copy of the presentation discussed with the Company is attached herewith as Exhibit C.

Following the meeting, there is no evidence in the Company’s public disclosures or otherwise that the Company has taken steps to independently evaluate the potential value creation of a spin-off of the Steel business.  Based on Relational’s communications with management and other publicly available information is seems clear that management continues to believe that improving returns and decreasing volatility in the Steel business can correct the trading discount.  The Reporting Persons believe, however, that even if such improvements come to fruition, the Company will continue to trade at a discount due to the widely divergent business characteristics.  Separating the two businesses would maximize shareholder value partly because the Steel business would be valued and classified as a “materials” company and the Bearings business as an “industrial” company.  The publicly traded companies comprising these two industry sectors have divergent operating and financial characteristics and are generally followed and evaluated by different industry analysts.  At any given time investors value these two industry segments separately within a broad range depending on many market, economic and firm-specific factors.

One of the Reporting Persons, CalSTRS submitted a shareholder proposal pursuant to the Company’s bylaws and SEC Rule 14(a)-8 to be voted upon by the Company’s shareholders at the Company’s next annual meeting (the “Proposal”).  The Proposal recommends that the board of directors and management act expeditiously to engage an investment banking firm to effectuate a spin-off of the Steel business into a separately traded public company. As previously described, we believe that a spin-off of the Steel business would fundamentally and positively change the way the market values the overall business when summing the share prices of the resulting two publicly traded companies.  The Reporting persons have agreed to work together to support the Proposal.  A copy of the Proposal is attached as Exhibit D.

The Reporting Persons intend to closely monitor the Company’s performance, business mix and strategic direction and may modify their plans in the future depending on future events and any actions taken or omitted by the Company.  The Reporting Persons and their representatives and advisers intend to continue their discussions regarding the Company, its business mix and strategic direction, with members of the board of directors and management of the Company.  In addition, the Reporting Persons and their representatives and advisers may communicate with other shareholders, industry participants and other interested parties concerning the Company.

9

The Reporting Persons reserve the right to, and may in the future exercise any and all of their respective rights as shareholders of the Company in a manner consistent with their equity interests, including seeking representation on the Company’s board of directors at a special or annual meeting of the Company’s shareholders including nominating directors at the 2013 or 2014 meetings or both.

The Reporting Persons may from time-to-time (i) acquire additional Shares (subject to availability at prices deemed favorable) in the open market, in privately negotiated transactions or otherwise, or (ii) dispose of Shares at prices deemed favorable in the open market, in privately negotiated transactions or otherwise.

As of the date of this Statement, except as set forth above, none of the Reporting Persons has any present plan or intention which would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a)           As of the date of this Statement, the Reporting Persons beneficially own in the aggregate 5,892,274 Shares, constituting approximately 6.15% of the outstanding Shares.  The percentage of Shares owned is based upon 95,847,056 Shares reported to be outstanding on September 30, 2012, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.  The Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:

NAME	NUMBER OF SHARES	% OF OUTSTANDING SHARES	VOTING AND DISPOSITIVE POWER
RILLC	465,137	0.49%	Sole
MC I	3,338,672	3.48%	Sole
MC II	1,691,438	1.76%	Sole
CalSTRS	397,027	0.41%	Shared

RILLC, individually and in its capacity as an investment adviser, may be deemed to possess direct beneficial ownership of the 465,137 Shares that are owned by it and the Managed Accounts. Additionally, RILLC, as the sole general partner, of each of Relational LPs may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the 5,030,110 Shares beneficially owned by the Relational LPs because the limited partnership agreements of the Relational LPs specify that RILLC has sole investment discretion and voting authority with respect to those Shares.

Each of Messrs. Whitworth and Batchelder, as Principals of RILLC, may be deemed to have indirect beneficial ownership of the Shares which RILLC may beneficially own.  Each of Messrs. Whitworth and Batchelder disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

CalSTRS beneficially owns the underlying shares identified above and has sole voting authority over such shares. CalSTRS may be deemed to share the dispositive power over 214,487 shares that it beneficially owns with certain of its external asset managers.

To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any Shares.

10

(b)           CalSTRS has the sole power to vote or to direct the vote of all of the Shares it beneficially owns as disclosed in item (a).  Except for 214,487 Shares, CalSTRS has the sole power to dispose or to direct the disposition of all Shares it beneficially owns as disclosed in item (a).     CalSTRS shares the power to dispose or to direct the disposition of 214,487 Shares it beneficially owns with certain of its external managers, as follows:

Name of investment manager	Number of shares
BlackRock Inc.	53,166
Phocas Financial Corporation	11,621
Delphi Management, Inc.	83,000
First Quadrant, L.P.	66,700

The principal business of BlackRock Institutional Trust Company, N.A. (“BlackRock”) is to provide diversified investment management and securities lending services to institutional clients, intermediary and individual investors through various investment vehicles.  Its business address is 400 Howard Street, San Francisco, CA 94105.  BlackRock informed CalSTRS that, on January 20, 2012, BlackRock entered into an Offer of Settlement (the “Agreement”) with the CFTC and consented to the entry of an Order, which makes findings and imposes remedial sanctions against BlackRock.  Without admitting or denying wrongdoing, BlackRock agreed to the imposition of a $250,000 penalty and the entry of the Order to resolve allegations by the CFTC that two trades by BlackRock violated Section 4c(a)(1) of the Commodity Exchange Act and CFTC Regulation 1.38(a).   Blackrock also agreed to refrain from any further violations of the above-mentioned statutory provisions.  The CFTC did not allege, nor find, that any clients of BlackRock or any related affiliate were harmed in any way.  Other than the Agreement, during the last five years, BlackRock has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The principal business of Phocas Financial Corporation (“Phocas”) is to provide investment advisory services to institutional investors.   Its business address is 980 Atlantic Avenue, Suite 106, Alameda CA 94501.  During the last five years, Phocas has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The principal business of Delphi Management, Inc. (“Delphi”) is to provide investment advisory services to institutional investors.   Its business address is 50 Rowes Wharf #540, Boston, MA 02110.  During the last five years, Delphi has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The principal business of First Quadrant, L.P. (“First Quadrant”) is to provide investment advisory services to institutional investors.  Its business address is 800 E. Colorado Boulevard, Suite 900, Pasadena, CA 91101.  During the last five years, First Quadrant has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(c)           Information concerning transactions in the Shares by the Reporting Persons during the past 60 days is set forth in Exhibit A filed with this Statement.

(d)           No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by accounts managed by RILLC may be delivered to such accounts. Except with respect to the 214,487 shares it beneficially owns with certain of its external managers as disclosed in items (a) and (b) above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this statement and beneficially owned by CalSTRS.

(e)           Not applicable.

11

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except for the joint filing agreement between and among the Reporting Persons attached hereto as Exhibit B, and except for the investment discretion and voting authority described in Item 2 of this Statement and in the respective partnership agreements and investment management agreements of the Relational LPs and Managed Accounts which each contain provisions whereby RILLC may, after certain adjustments, receive a percentage of realized or unrealized profits, if any, derived from that partnership’s or managed account’s investments, to the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits
	The following Exhibits are filed herewith: Exhibit A – Information concerning transactions in the Shares affected by the Reporting Persons in the last 60 days. Exhibit B – Joint Filing Agreement. Exhibit C – Presentation to Company by RILLC dated August 23, 2012. Exhibit D – Shareholder Proposal sent to Company by CalSTRS.

12

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 28, 2012

RELATIONAL INVESTORS MID-CAP FUND I, L.P.
RELATIONAL INVESTORS MID-CAP FUND II, L.P.

By:	RELATIONAL INVESTORS, LLC
	as general partner to each,

	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal
RELATIONAL INVESTORS, LLC
	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal
/s/ Ralph V. Whitworth
Ralph V. Whitworth
/s/ David H. Batchelder
David H. Batchelder
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
		By:	/s/ Debra Smith
			Debra Smith, Director of Operations

13

EXHIBIT INDEX

Exhibit	Description
A.	Information concerning transactions in the Shares affected by Reporting Persons in the last 60 days.
B.	Joint Filing Agreement
C.	Presentation to Company by RILLC dated August 23, 2012.
D.	Shareholder Proposal sent to Company by CalSTRS.

14

EX-99.A

Exhibit A

Transactions by Reporting Persons in the last 60 days.

Beneficial Ownership	Purchase or Sale	Quantity	Transaction Date	Price per Share (including commission)		How Effected
Relational Investors Mid-Cap Fund I, L.P.	Purchase	68,483	9/20/2012	$	39.48	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	69,764	9/20/2012	$	39.63	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	36,815	9/20/2012	$	39.48	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	37,503	9/20/2012	$	39.63	Open Market
Relational Investors LLC	Purchase	11,205	9/20/2012	$	39.48	Open Market
Relational Investors LLC	Purchase	11,414	9/20/2012	$	39.63	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	58,782	9/21/2012	$	40.01	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	176,346	9/21/2012	$	39.97	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	31,600	9/21/2012	$	40.01	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	94,800	9/21/2012	$	39.97	Open Market
Relational Investors LLC	Purchase	9,618	9/21/2012	$	40.01	Open Market
Relational Investors LLC	Purchase	28,854	9/21/2012	$	39.97	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	124,800	9/24/2012	$	39.27	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	67,090	9/24/2012	$	39.27	Open Market
Relational Investors LLC	Purchase	20,419	9/24/2012	$	39.27	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	117,561	9/25/2012	$	37.90	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	63,202	9/25/2012	$	37.90	Open Market
Relational Investors LLC	Purchase	19,237	9/25/2012	$	37.90	Open Market
California State Teachers’ Retirement System	Purchase	900	9/28/2012	$	37.22	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	28,768	10/2/2012	$	37.38	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	17,771	10/2/2012	$	37.38	Open Market
Relational Investors LLC	Purchase	3,461	10/2/2012	$	37.38	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	47,553	10/3/2012	$	38.07	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	28,768	10/3/2012	$	37.99	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	29,375	10/3/2012	$	38.07	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	17,771	10/3/2012	$	37.99	Open Market

Relational Investors LLC	Purchase	5,721	10/3/2012	$	38.07	Open Market
Relational Investors LLC	Purchase	3,461	10/3/2012	$	37.99	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	1,220	10/4/2012	$	38.50	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	753	10/4/2012	$	38.50	Open Market
Relational Investors LLC	Purchase	146	10/4/2012	$	38.50	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	47,494	10/5/2012	$	39.32	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	11,508	10/5/2012	$	39.30	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	29,339	10/5/2012	$	39.32	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	7,108	10/5/2012	$	39.30	Open Market
Relational Investors LLC	Purchase	5,714	10/5/2012	$	39.32	Open Market
Relational Investors LLC	Purchase	1,384	10/5/2012	$	39.30	Open Market
California State Teachers’ Retirement System	Purchase	645	10/5/2012	$	39.44	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	73,135	10/8/2012	$	38.74	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	57,534	10/8/2012	$	38.73	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	45,181	10/8/2012	$	38.74	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	35,543	10/8/2012	$	38.73	Open Market
Relational Investors LLC	Purchase	8,801	10/8/2012	$	38.74	Open Market
Relational Investors LLC	Purchase	6,923	10/8/2012	$	38.73	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	28,766	10/9/2012	$	38.41	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	48,902	10/9/2012	$	38.45	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	29,092	10/9/2012	$	38.37	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	17,772	10/9/2012	$	38.41	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	30,213	10/9/2012	$	38.45	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	17,974	10/9/2012	$	38.37	Open Market
Relational Investors LLC	Purchase	3,462	10/9/2012	$	38.41	Open Market
Relational Investors LLC	Purchase	5,885	10/9/2012	$	38.45	Open Market
Relational Investors LLC	Purchase	3,502	10/9/2012	$	38.37	Open Market
California State Teachers’ Retirement System	Purchase	100	10/11/2012	$	37.52	Open Market
California State Teachers’ Retirement System	Purchase	1,198	10/19/2012	$	38.68	Open Market
California State Teachers’ Retirement System	Purchase	1,276	10/22/2012	$	38.72	Open Market
California State Teachers’ Retirement System	Purchase	1,022	10/23/2012	$	37.87	Open Market
California State Teachers’ Retirement System	Purchase	2,719	10/24/2012	$	36.93	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	11,128	10/25/2012	$	38.96	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	80,494	10/25/2012	$	39.07	Open Market

Relational Investors Mid-Cap Fund II, L.P.	Purchase	7,286	10/25/2012	$	38.96	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	52,707	10/25/2012	$	39.07	Open Market
Relational Investors LLC	Purchase	1,586	10/25/2012	$	38.96	Open Market
Relational Investors LLC	Purchase	11,476	10/25/2012	$	39.07	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	55,637	10/26/2012	$	38.96	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	16,692	10/26/2012	$	38.73	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	36,431	10/26/2012	$	38.96	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	10,929	10/26/2012	$	38.73	Open Market
Relational Investors LLC	Purchase	7,932	10/26/2012	$	38.96	Open Market
Relational Investors LLC	Purchase	2,379	10/26/2012	$	38.73	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	44,677	10/31/2012	$	39.55	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	10,962	10/31/2012	$	39.45	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	29,254	10/31/2012	$	39.55	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	7,176	10/31/2012	$	39.45	Open Market
Relational Investors LLC	Purchase	6,369	10/31/2012	$	39.55	Open Market
Relational Investors LLC	Purchase	1,562	10/31/2012	$	39.45	Open Market
California State Teachers’ Retirement System	Purchase	200	10/31/2012	$	38.64	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	71,752	11/1/2012	$	41.02	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	13,910	11/1/2012	$	41.09	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	46,984	11/1/2012	$	41.02	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	9,107	11/1/2012	$	41.09	Open Market
Relational Investors LLC	Purchase	10,230	11/1/2012	$	41.02	Open Market
Relational Investors LLC	Purchase	1,983	11/1/2012	$	41.09	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	56,387	11/2/2012	$	40.92	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	22,354	11/2/2012	$	40.81	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	36,928	11/2/2012	$	40.92	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	11,417	11/2/2012	$	40.81	Open Market
Relational Investors LLC	Purchase	8,042	11/2/2012	$	40.92	Open Market
Relational Investors LLC	Purchase	6,620	11/2/2012	$	40.81	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	44,057	11/5/2012	$	40.74	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	22,503	11/5/2012	$	40.74	Open Market
Relational Investors LLC	Purchase	13,049	11/5/2012	$	40.74	Open Market
California State Teachers’ Retirement System	Sale	1,141	11/8/2012	$	38.86	Open Market
California State Teachers’ Retirement System	Purchase	100	11/13/2012	$	38.25	Open Market

Relational Investors Mid-Cap Fund I, L.P.	Purchase	76,881	11/19/2012	$	39.50	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	39,332	11/19/2012	$	39.50	Open Market
Relational Investors LLC	Purchase	8,787	11/19/2012	$	39.50	Open Market
California State Teachers’ Retirement System	Sale	900	11/20/2012	$	39.38	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	76,880	11/20/2012	$	39.52	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	39,332	11/20/2012	$	39.52	Open Market
Relational Investors LLC	Purchase	8,788	11/20/2012	$	39.52	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	6,151	11/21/2012	$	39.97	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	34,247	11/21/2012	$	39.81	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	29,646	11/21/2012	$	39.96	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	3,146	11/21/2012	$	39.97	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	17,520	11/21/2012	$	39.81	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	15,166	11/21/2012	$	39.96	Open Market
Relational Investors LLC	Purchase	703	11/21/2012	$	39.97	Open Market
Relational Investors LLC	Purchase	3,914	11/21/2012	$	39.81	Open Market
Relational Investors LLC	Purchase	3,388	11/21/2012	$	39.96	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	30,753	11/23/2012	$	40.72	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	1,231	11/23/2012	$	40.40	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	15,732	11/23/2012	$	40.72	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	629	11/23/2012	$	40.40	Open Market
Relational Investors LLC	Purchase	3,515	11/23/2012	$	40.72	Open Market
Relational Investors LLC	Purchase	140	11/23/2012	$	40.40	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	61,503	11/26/2012	$	40.75	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	20,097	11/26/2012	$	40.67	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	31,466	11/26/2012	$	40.75	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	10,281	11/26/2012	$	40.67	Open Market
Relational Investors LLC	Purchase	7,031	11/26/2012	$	40.75	Open Market
Relational Investors LLC	Purchase	2,297	11/26/2012	$	40.67	Open Market
Relational Investors LLC	Purchase	10,547	11/27/2012	$	41.27	Open Market
Relational Investors LLC	Purchase	3,617	11/27/2012	$	41.18	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	92,254	11/27/2012	$	41.27	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	31,640	11/27/2012	$	41.18	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	47,199	11/27/2012	$	41.27	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	16,187	11/27/2012	$	41.18	Open Market
Relational Investors LLC	Purchase	3,516	11/28/2012	$	41.02	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Purchase	30,749	11/28/2012	$	41.02	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Purchase	15,735	11/28/2012	$	41.02	Open Market

EX-99.B

Exhibit B

JOINT FILING AGREEMENT

In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.00 par value, of The Timken Company and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.  In evidence thereof, the undersigned hereby execute this Agreement this 28th day of November, 2012.

RELATIONAL INVESTORS MID-CAP FUND I, L.P.
RELATIONAL INVESTORS MID-CAP FUND II, L.P.

By:	RELATIONAL INVESTORS, LLC
	as general partner to each,

	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal
RELATIONAL INVESTORS, LLC
	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal
/s/ Ralph V. Whitworth
Ralph V. Whitworth
/s/ David H. Batchelder
David H. Batchelder

CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM

By:	/s/ Debra Smith
	Debra Smith, Director of Operations

EX-99.C

Exhibit C

The Timken Company (TKR) Meeting with Ward J. Timken Jr., Chairman of the Board Jim Griffith, President and Chief Executive Officer Joe Ralston, Member of the Board And Glenn Eisenberg, Chief Financial Officer August 23, 2012 Relational does not seek to obtain material non-public information from our communications with the company. Representatives of the company are obligated to comply with Regulation FD and, in the event material non-public information is disclosed to us, the company shall make the necessary disclosures and filings.

Relational Investors: Overview Privately owned asset manager Founded in 1996 $6 billion in assets under management Registered Investment Adviser regulated by the SEC Ninety-eight percent of our assets under management are from large public and corporate pension funds Manage a concentrated portfolio Major projects involve a 2-5 year investment horizon 1

Relational Investors: Experience Advised boards and executives and/or served as principals of 116 investments involving strategic planning, capital allocation, business solution optimization and/or corporate governance challenges Served on boards of 24 public companies Served as Chairman of four public companies, including one Fortune 100 and two Fortune 500 companies Chaired and served on all major committees Chaired and/or served on multiple special committees involving change of control, executive searches, and internal investigations 2

3 Relational Investors: Areas of Expertise Focus Objectives Business Strategy Focused on increasing long-term shareholder value Business Operations Profit margins and asset turns Capital Allocation Maximize return on invested capital Capital Structure Optimal use of cash, debt, and equity Governance Transparent, responsive, and accountable Compensation Aligned with shareholders Communication Timely, accurate, consistent, and realistic

4 Why We Invested in TKR Successful transformation of Bearings business which now generates high levels of returns and cash flows Specialty Steel business has superior financial characteristics with upside opportunities Timken’s share price does not reflect the indicated trading values of TKR’s Bearings and Specialty Steel businesses Clear path to remove share price discount by separating the Steel business to allow the market to independently value TKR’s Bearings business

Profitability of Bearings Business is now Best in Class 5 Source: Bloomberg and Company Filings. 2012E TKR Bearings forecast based on available analyst segment forecasts and RI estimates Note: TKR Bearings margins include allocated corporate expense Peer group includes : SKF AB (SS:SKFB), NSK Ltd (JT:6471), and NTN Corp (JT:6472) -- 2% 4% 6% 8% 10% 12% 14% 16% 18% 2006A 2007A 2008A 2009A 2010A 2011A 2012E EBIT Margin TKR Bearings SKF NSK NTN

Steel Business Adds Volatility to TKR Margins 6 Source: Bloomberg and Company Filings. 2012E TKR segment forecast based on available analyst segment forecasts and RI estimates Note: TKR segment margins do not include allocated corporate expense - 10% - 5% 0% 5% 10% 15% 20% 2006A 2007A 2008A 2009A 2010A 2011A 2012E EBIT Margin Steel Total Bearings

Despite Higher Margins Timken Trades at a Discount to Peers 7 Note: Peer company projections based on median consensus estimates Aggregate Timken margins based on midpoint of median of individual analyst EBIT/Sales estimates and consensus Total EBIT/Total Sales TKR Segment projections based on available analyst estimates and RI assumptions Peer Group includes: Carpenter Technology Corp (US:CRS), Allegheny Technologies Inc (US:ATI), Steel Dynamics Inc (US:SLTD), Nucor Corp (US:NUE), and SKF AB (SS:SKFB) EV/EBITDA = (Mkt. Cap. + Net Debt + Net Pension Liability)/(EBITDA + Pension Expense – Service Cost) EV/FCF = (Mkt. Cap. + Net Debt + Net Pension Liability)/(CFO + Excess Pension Contributions – Normalized CapEx + After-Tax Interest Expense) 2013 excess pension contribution assumptions are: TKR = $220M, SKF = $101M, CRS = $50M, ATI = $100M. Excess contribution = (expected cash contribution – expected required contribution) Adjustments to 2013 consensus CapEx for above normal CapEx spend: TKR = $75M for continuous caster, CRS = $90M for Alabama plant, ATI = $200M for Pennsylvania plant , NUE = $300M for Louisiana plant Without CapEx adjustments, EV/FCF multiples are: TKR = 10.9x and Steel average = 28.7x. SKF remains 12.2x ROIC = NOPAT/(Net Debt + Equity) TKR Bearings and Steel margins include allocated corporate expense CRS growth and margin numbers exclude Latrobe acquisition Source: Bloomberg, FactSet, Company Projections, Analyst Estimates, and RI Assumptions Pension Adjusted P/E EV/EBITDA EV/FCF Sales Growth Margins ROIC Mkt. Cap NTM 2013E 2014E NTM 2013E 2014E 2013E 2012E 2013E 2014E 2011A 2012E 2013E 2011A Steel CRS $2,645 14.5x 13.6x 11.0x 6.9x 6.3x 5.1x 18.5x 1.8% 12.7% 13.8% 8.8% 12.1% 12.6% 8.3% ATI $3,574 12.6x 11.0x 7.3x 7.6x 6.2x 4.8x 17.3x 3.3% 8.4% 11.5% 8.3% 8.7% 11.0% 7.0% STLD $2,908 11.2x 9.6x 7.1x 6.2x 5.7x 4.7x 10.7x (4.8%) 6.9% 5.5% 7.3% 6.0% 8.4% 8.9% NUE $12,806 14.7x 12.2x 10.0x 7.2x 6.4x 5.6x 14.5x (0.3%) 7.7% 7.1% 7.1% 5.7% 8.4% 8.9% Average 13.2x 11.6x 8.9x 7.0x 6.2x 5.0x 15.3x (0.0%) 8.9% 9.5% 7.9% 8.1% 10.1% 8.3% TKR Steel (2.5%) 2.7% 7.0% 12.6% 13.0% 13.3% 26.4% Bearings SKF $9,939 11.5x 10.8x 9.8x 7.8x 7.1x 6.6x 12.2x (1.1%) 4.0% 4.5% 13.4% 12.6% 13.8% 18.9% TKR Bearings 3.4% 3.6% 10.0% 14.5% 15.2% 15.6% 18.2% TKR $4,111 8.4x 8.1x 7.6x 4.6x 4.2x 4.1x 9.3x 1.2% 3.3% 8.7% 13.9% 14.5% 14.8% 20.8%

EV/EBITDA Spin Valuation 8 See Appendix for Assumptions; Source: Bloomberg, Company Filings, and RI Assumptions. 2012 and 2013 TKR segment revenue and EBITDA are based on available analyst estimates and RI projections and aggregate to total company consensus estimates. $735m pension liability based on company statements at Jefferies Conference on 8/8/12. Assumes Spin Date of 1/1/2013. Pension Addback = (Expected Pension Expense – Service Cost) The valuation discount is significant when compared to soft synergies of joint research and sales 2006A 2007A 2008A 2009A 2010A 2011A 2012E 2013E Bearings Revenue $3,648 $3,119 $3,350 $2,471 $2,802 $3,338 $3,452 $3,577 Bearings EBITDA w/ Allocated Corporate $279 $313 $421 $337 $480 $631 $661 $716 Incremental Corporate post Spin ($16) Post-Spin EBITDA $279 $313 $421 $337 $480 $631 $661 $700 Steel Revenue $1,472 $1,562 $1,852 $715 $1,360 $1,957 $1,908 $1,960 Steel EBITDA w/ Allocated Corporate $248 $255 $288 ($23) $171 $289 $298 $312 Incremental Corporate post Spin ($8) Post-Spin EBITDA $248 $255 $288 ($23) $171 $289 $298 $304 EV/EBITDA Valuation 2013 Pension 2013 EBITDA Enterprise Equity Val. EBITDA Addback Ex. Pension Multiple Value Per Share Bearings $700 $47 $748 7.1x $5,308 $47.24 Steel $304 $18 $321 6.2x $1,993 $17.74 Total $1,004 $65 $1,069 $7,300 $64.98 Enterprise Value $7,300 Net Debt ($16) Pension Liability $735 Transaction Fees $200 Equity Value $6,381 Share Count 98.2 Value per share $64.98 Current Price $42.24 Upside 54%

Conclusions Valuation discount versus peers is significant, reflecting the market’s clear preference for pure-play bearings or steel alternatives Performing through a cycle will not correct this discount Soft synergies, including joint research and selling, are negligible when compared to the market discount Social impact of separation are insignificant Timken name survives on both companies Timken family ownership/Board representation continues at both companies Separation supports continued compensation of Chairman at Specialty Steel company Both company headquarters can remain in Canton 9

APPENDIX 10

Appendix: Spin Assumptions Corporate costs increase 30% post-split1 Debt/Pension are split between companies based on Enterprise Value Deal fees are comparable to ITT/Tyco spin-offs1 Steel multiple based on peers shown on slide 7 Bearings multiple based on SKF 11 Comparable Deal Fees and Corporate Expenses vs. TKR Spin Assumptions 1) Deal fees and increased corporate expenses are based on Company projections and RI estimates ITT TYCO TKR Deal Fees $500 $700 $200 % of Mkt. Cap 6.1% 3.2% 4.9% % of Sales 4.3% 4.0% 3.8% Increase in Corporate Expenses 10% -- 30%

EX-99.D

Exhibit D

Proposal

Shareholders recommend that the Board of Directors and management act expeditiously, consistent with effective tax considerations, to engage an investment banking firm to effectuate a spin-off of Timken’s steel business segment (“Steel business”) into a separately traded public company.

Supporting Statement

CalSTRS, together with Relational Investors, a large shareholder, believes that the market significantly undervalues Timken due to its combination of two incongruent, core businesses and that a spin-off of the Steel business from the remaining business segments (collectively, “Bearings business”) would maximize shareholder value.

Based on the Company’s 2011 Annual Report filed on Form 10-K, Timken’s Steel business represents 37% of total revenues and 34% of operating income. We believe that a spin-off of the Steel business would fundamentally change the way the market values the overall business. Specifically, the Steel business would be valued and classified as a “materials” company and the Bearings business as an “industrial” company.

A spin-off of the Steel business would be consistent with actions taken by many major industrial companies.

Based on Timken’s financial disclosures, its Bearings and Steel businesses each compare favorably to peers as measured by return on invested capital, operating margins, and revenue growth; however, Timken’s valuation multiples are significantly discounted to peers in their respective industries.  Separating the Bearings and Steel businesses would allow the market to value each business as a “pure play” in line with peer trading multiples in their respective sectors and eliminate existing misunderstandings of the assets by investors specializing in the different sectors.

The Company acknowledged this issue at an Investor Conference on December 6, 2011 (“2011 Conference”). Process Industries President, Christopher Coughlin, remarked: “[a]fter speaking with many of you, this [Steel business] is clearly the most misunderstood business within the Timken Company ...”

We believe that a spin-off of the Steel business would not destroy any existing synergies created by the integration. The Company has indicated that, “the steel that we make we use within our Bearing and Power Transmission Group. Having said that, we only use around 10% of what we make internally. So 90% is sold to a third party. So from that respect, if we were to exit the Steel business, we could arrange supply arrangements where we could be using the steel that we currently make ourselves.” (CFO, Glenn Eisenberg, 2011 Conference).

A spin-off transaction would allow both independent entities to remain headquartered in Canton, Ohio and, thereby, potentially create incremental corporate job opportunities as independently operated businesses.

The Company has suggested that improving returns and decreasing volatility in the Steel business will correct the trading discount. Mr. Eisenberg indicated at a recent conference that the key to improving Timken’s valuation is to improve returns across the economic cycle. Even if such improvements materialize, we believe Timken will still trade at a discount to its potential value as two independent companies due to the widely divergent business characteristics. Accordingly, we request that shareholders support this proposal.