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Timken Announces First Quarter Results

CANTON, Ohio, April 28 -- The Timken Company today announced first quarter results that include six weeks of ownership of The Torrington Company, which Timken acquired on February 18, 2003.

For the quarter ended March 31, the company reported sales of $838 million, up 36% from $616 million in the year-ago period. The acquisition, strong automotive demand, and the positive impact of currency exchange rates contributed to the sales increase.

Net income for the quarter was $11.3 million or $0.15 per diluted share, which included net expense for special items of $0.04 per diluted share. Those special items are pretax implementation charges of $9.1 million for the Torrington acquisition, which were partially offset by a $5.4 million pretax gain on the sale of land. Excluding these items, adjusted net income was $14.0 million or $0.19 per diluted share.

In first quarter 2002, there was a net loss of $3.5 million or ($0.06) per diluted share. This includes a $12.7 million after tax charge for goodwill impairment for FAS 142. This also included special items of $8.1 million of pretax restructuring and reorganization expenses related to our manufacturing strategy initiative. Excluding these items, the adjusted net income for 2002's first quarter, was $14.0 million or $0.23 per diluted share. The special charges for 2003 are entirely related to the Torrington acquisition and do not include any costs related to Timken's manufacturing strategy initiative.

The company's results were impacted by increases in operating expenses that were cited earlier this year -- soaring scrap and energy costs and higher pension and benefits expenses, as well as continuing sluggish industrial markets and inefficiencies related to the manufacturing restructuring in the Automotive Group.

Excluding the effects of the Torrington acquisition, Timken's sales were up 12% and adjusted earnings per share were $0.19. This is in line with the guidance of $0.17 to $0.21 per share provided by the company earlier this year.

"The integration of Torrington into Timken is proceeding as planned," said James W. Griffith, president and CEO. "With our sales forces consolidated, we soon expect to win our first major order that combines Timken and Torrington technology. We remain on track to achieve our expectations of having the Torrington acquisition be accretive to our full-year earnings by at least 10 percent. We continue to rationalize manufacturing operations to construct a global network of focused factories, with emphasis on increasing production in lower-cost locations. At the same time, we continue to push for more productivity increases in all of our facilities."

Timken's integration plan is on target to achieve its expectations of annualized pretax savings of $20 million by the end of 2003, increasing to $80 million by the end of 2005. Even before the acquisition closed, integration teams and their responsibilities were defined, and work is now well under way. In just the first 60 days following the acquisition:

    * The combined management team is in place.

    * Sales forces have been consolidated.

    * The Darlington, England industrial bearing plant has begun the
      eight to 12-month process of closing.

    * Two distribution centers in England have been consolidated.

    * In a series of meetings, the company brought together suppliers of
      Timken and Torrington to begin the process of achieving savings from
      the combined $1.6 billion of annual purchases.

In connection with the $840 million purchase of Torrington, Timken increased equity by $320 million with 22 million shares issued to finance the acquisition. Timken shares outstanding now total 85.5 million. The company financed the remaining $520 million with debt. At the end of the first quarter, Timken had total assets of $3.9 billion, an increase of $1.2 billion from the end of 2002. This increase was due primarily to the Torrington acquisition and included approximately $190 million of goodwill, based on preliminary estimates.

While integrating Torrington, Timken reorganized its Automotive and Industrial Groups. The company's automotive aftermarket business is part of the Industrial Group, which is now managing the combined distribution operations. The company's sales to emerging markets -- principally in central and eastern Europe and Asia -- previously were reported as part of the Industrial Group. Now, emerging market sales to automotive original equipment manufacturers are included in the Automotive Group. The segment results that follow reflect the reorganization for this and prior periods and exclude special charges.

Automotive Group Results

For the first quarter, Automotive Group sales were $298.1 million, up 63% from $183.4 million in the year ago period. EBIT (earnings before interest and taxes) was $8.9 million compared with $7.5 million a year earlier. Excluding Torrington, sales were $211.2 million and EBIT was $3.3 million.

Automotive Group results continue to be negatively impacted by inefficiencies related to the manufacturing restructuring by both Timken and Torrington. Pricing pressures and higher pension and benefit expenses also affected results for the quarter. Contributing favorably to Automotive Group results were the Torrington acquisition, new product introductions and currency exchange rates.

The Torrington acquisition significantly strengthened Timken's Automotive Group. Torrington's sophisticated needle bearing technology complements Timken's leading tapered roller bearing technology. The combination provides many opportunities for innovation, particularly in power trains.

Industrial Group Results

For the first quarter, Industrial Group sales were $305.0 million, up 31% from $233.2 million last year. EBIT was $17.8 million compared to $11.1 million in 2002's first quarter. Excluding Torrington, sales were $243.0 million and EBIT was $17.3 million.

Industrial Group results were favorably impacted by improved performance in the distribution business, favorable currency exchange rates and benefits of the company's manufacturing strategy initiative. Partially offsetting these benefits were continued weakness in the industrial markets and increased costs for energy, pension and benefits.

The Torrington acquisition significantly broadens the group's product line and is already leading to increased sales opportunities. The group also has begun the rationalization of distribution and manufacturing facilities, which is key to achieving the necessary synergies.

Steel Group Results

For the first quarter, Steel Group sales were $275.8 million, up 16% from $238.4 million a year ago. EBIT was $6.5 million, down from $12.1 million in the year-ago period. This includes intersegment sales of approximately $40 million for both periods. All market segments, except aerospace, were stronger than the weak first quarter a year ago. Performance benefited from modest price increases on certain product lines and from significantly improved labor productivity. More than offsetting those accomplishments were significant increases in the costs of raw materials and energy and higher costs for pensions and benefits. Surcharges and price increases will partially cover the increases in raw material and energy costs and will begin to have a positive impact in the second quarter.

Outlook

The Timken Company expects net income per diluted share for the full year to be between $1.20 to $1.40, excluding special items. For the second quarter, the company expects net income per diluted share to be between $0.20 to $0.28, excluding special items. This guidance assumes continued strength in automotive markets and some improvement in industrial markets. It also assumes some reduction in scrap and energy costs.

The Timken Company (www.timken.com) is a leading international manufacturer of highly engineered bearings, alloy and specialty steels and components, and a provider of related products and services. Timken employs 28,000 people in operations in 29 countries. In 2002, the combined Timken and Torrington companies had sales of approximately $3.8 billion. The company will conduct a teleconference on April 29 at 10 a.m. Eastern Time on its first quarter results. Dial in 706-634-0975 (reference Timken) or link to www.timken.com for the Web cast. Replay will be available by calling 706-645-9291 at 1 p.m. Eastern Time, April 29 through May 9 at 11:59 p.m. Access Code is 9561735.

   
  CONSOLIDATED STATEMENT OF OPERATIONS
  (Thousands of U.S. dollars,
   except share data)
                                   AS REPORTED               ADJUSTED (1)
                               1Q 03        1Q 02         1Q 03       1Q 02

  Net sales                 $838,007     $615,757      $838,007    $615,757
  Cost of products sold      704,053      494,816       704,053     494,816
  Reorganization expenses -
    cost of products sold      3,688        2,299            --          --
      Gross Profit          $130,266     $118,642      $133,954    $120,941
  Selling, administrative
    & general expenses
    (SG&A)                    99,896       83,248        99,896      83,248
  Reorganization/
    Implementation expenses -
    SG&A                       5,375        2,744            --          --
  Impairment and restructuring    --        3,057            --          --
    Operating Income         $24,995      $29,593        $34,058    $37,693
  Gain on sale of land         5,447           --             --         --
  Other expense               (1,593)      (7,468)        (1,593)    (7,468)
    Earnings Before Interest
      and Taxes (EBIT) (2)   $28,849      $22,125        $32,465    $30,225
  Interest expense           (10,161)      (8,035)       (10,161)    (8,035)
  Interest income                210          380            210        380
    Income Before Income
      Taxes and Cumulative
      Effect of Change in
      Accounting Principle   $18,898      $14,470        $22,514    $22,570
  Provision for income taxes   7,559        5,282          8,555      8,582
    Income Before Cumulative
      Effect of Change in
      Accounting Principle   $11,339       $9,188        $13,959    $13,988
  Cumulative effect of
    change in accounting
    principle (net of income
    tax benefit of $7,786)        --      (12,702)            --         --
    Net Income (Loss)        $11,339      ($3,514)       $13,959    $13,988
    Earnings Per Share:
      Income before
        accounting change      $0.15        $0.15          $0.19      $0.23
      Cumulative effect of
        accounting change         --       ($0.21)            --         --
      Earnings Per Share       $0.15       ($0.06)         $0.19      $0.23

     Earnings Per Share-
       assuming dilution:
       Income before
         accounting change     $0.15        $0.15          $0.19      $0.23
       Cumulative effect of
         accounting change        --       ($0.21)            --         --
     Earnings Per Share-
       assuming dilution       $0.15       ($0.06)         $0.19      $0.23

  Average Shares
    Outstanding           74,444,132   59,914,680     74,444,132 59,914,680
  Average Shares
    Outstanding-
    assuming dilution     74,613,170   60,395,183     74,613,170 60,395,183

  BUSINESS SEGMENTS
  (Thousands of U.S. dollars)                             1Q 03       1Q 02
  Automotive Group (3)
  Net sales to external customers                      $298,129    $183,398
  Earnings before interest and taxes (EBIT) * (2)        $8,868      $7,459
  EBIT Margin                                               3.0%        4.1%

  Industrial Group (3)
  Net sales to external customers                      $304,963    $233,238
  Earnings before interest and taxes (EBIT) * (2)       $17,810     $11,080
  EBIT Margin                                               5.8%        4.8%

  Steel Group
  Net sales to external customers                      $234,915    $199,121
  Intersegment sales                                     40,864      39,273
  Total net sales                                      $275,779    $238,394
  Earnings before interest and taxes (EBIT) * (2)        $6,530     $12,119
  EBIT Margin                                               2.4%        5.1%

   * Automotive, Industrial and Steel EBIT do not equal Consolidated EBIT
     due to intersegment adjustments which are eliminated upon
     consolidation.

   (1)  "Adjusted" statements exclude the impact of restructuring and
        reorganization charges for all quarters shown, gain on sale of land
        in 2003 and cumulative effect of change in accounting principle
        recognized in 2002.

   (2)  EBIT is defined as operating income (loss) plus other income
        (expense).  EBIT Margin is EBIT as a percentage of net sales.  EBIT
        and EBIT margin on a segment basis exclude certain special items set
        forth above.  EBIT and EBIT Margin are important financial measures
        used in the management of the business.  Management believes that
        reporting EBIT and EBIT Margin best reflect the performance of our
        business segments, and EBIT disclosures are responsive to investors.

   (3)  Automotive Group and Industrial Group 2002 segmented results have
        been adjusted for 2003 reclassification of Automotive Aftermarket
        and Emerging Markets' results.

     Reconciliation of GAAP net income and EPS - Basic and Diluted as
                          previously disclosed.

   This reconciliation is provided as additional relevant information about
   the company's performance.  Management believes that it is appropriate to
   compare GAAP net income to adjusted net income in light of special items
   related to restructuring and reorganization/implementation costs, a
   one-time gain on sale of land and cumulative effect of change in
   accounting principle.

  (Thousands of U.S. dollars,
   except share data)
                                   1Q 03                       1Q 02
                                $         EPS               $        EPS

  Net income (loss)        $11,339      $0.15         ($3,514)    ($0.06)

  Reorganization/
    implementation
    expenses - cost of
    products sold            3,688       0.05           2,299       0.04
  Reorganization/
    implementation
    expenses - SG&A          5,375       0.07           2,744       0.04
  Impairment and
    restructuring               --         --           3,057       0.05
  Gain on sale of land      (5,447)     (0.07)             --         --
  Tax effect of special
    items                     (996)     (0.01)         (3,300)     (0.05)
  Cumulative effect of
    change in accounting
    principle                   --         --          12,702       0.21

  Adjusted net income      $13,959      $0.19         $13,988      $0.23
  Impact of Torrington
    acquisition (1)         (1,760)     $0.00
  Adjusted net income,
    excluding Torrington
    acquisition            $12,199      $0.19

  Average shares
    outstanding -
    assuming dilution              74,613,170
  Impact of Torrington
    acquisition (1)               (11,023,822)
  Adjusted average shares
    outstanding -
    assuming dilution              63,589,348

   (1)  Impact of Torrington acquisition          includes acquisition
        earnings and financing.

     Reconciliation of 1Q 03 Timken Company and Impact of Torrington
                    Acquisition for Business Segments

                                           1Q 03 Adjusted (2)
                                                Impact of
                                   Timken      Torrington        Timken
                                  Company     Acquisition    Standalone

  Automotive Group
  Net sales to external
    customers                    $298,129         $86,974      $211,155
  EBIT                             $8,868          $5,547        $3,321
  EBIT Margin                         3.0%            6.4%          1.6%

  Industrial Group
  Net sales to external
    customers                    $304,963         $62,000      $242,963
  EBIT                            $17,810            $543       $17,267
  EBIT Margin                         5.8%            0.9%          7.1%

  Steel Group
  Net sales to external
    customers                    $234,915              --      $234,915
  Intersegment sales               40,864              --        40,864
  Total net sales                $275,779              --      $275,779
  EBIT                             $6,530              --        $6,530
  EBIT Margin                         2.4%             --           2.4%

  Consolidated
  Net sales to external
    customers                    $838,007        $148,974      $689,033
  Total EBIT for reportable
    segments                      $33,208           6,090       $27,118
  Intersegment adjustments           (743)             --          (743)
  Total EBIT                      $32,465           6,090       $26,375
  EBIT Margin                         3.9%            4.1%          3.8%

   (2)  "Adjusted" statements exclude the impact of restructuring and
        reorganization/implementation charges for all quarters shown and
        gain on sale of land in 2003.

                  Reconciliation of Outlook Information

   Expected net income per diluted share for the full year and the second
   quarter exclude special items.  Examples of such special items include
   restructuring, reorganization and implementation costs 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 payments
   under the CDSOA in 2003 and if so, in what amount.  If we do receive any
   CDSOA payments, they will be received in the fourth quarter.

  CONSOLIDATED STATEMENT OF CASH FLOWS            For the three months ended
                                                   Mar 31            Mar 31
  (Thousands of U.S. dollars)                        2003              2002
  Cash Provided (Used)
  OPERATING ACTIVITIES
  Net Income (Loss)                               $11,339           ($3,514)
  Adjustments to reconcile net income
   to net cash provided
    by operating activities:
    Cumulative effect of accounting
     change                                          --              12,702
    Depreciation and amortization                  41,265            36,762
    Gain on disposals of property,
     plant and equipment                           (5,734)           (2,875)
    (Credit) Provision for deferred
     income taxes                                  (2,100)            9,272
    Stock issued in lieu of cash to
     employee benefit plans                           714             1,031
    Non-cash impact of impairment and
     restructuring charges                            --             (6,671)
    Changes in operating assets and
     liabilities:
      Accounts receivable                         (54,614)          (49,862)
      Inventories                                 (22,463)          (17,128)
      Other assets                                (10,200)            2,637
      Accounts payable and accrued
       expenses                                    53,973            (1,510)
      Foreign currency translation                 (1,859)             (465)
       Net Cash Provided (Used) by
        Operating Activities                      $10,321          ($19,621)

  INVESTING ACTIVITIES
    Capital expenditures                         ($22,998)         ($16,504)
    Proceeds from disposals of
     property, plant and equipment                  9,895             1,441
    Other net changes in property,
     plant and equipment                           (2,064)            7,499
    Acquisitions                                 (858,952)           (6,751)
       Net Cash Used by Investing
        Activities                              ($874,119)         ($14,315)

  FINANCING ACTIVITIES
    Cash dividends paid to shareholders           ($8,252)          ($7,789)
    Issuance of common stock for
     acquisition                                  320,220                --
    Accounts receivable securitization
     financing borrowings                         125,000                --
    Payments on long-term debt                       (124)           (1,727)
    Proceeds from issuance of long-term
     debt                                         424,553                --
    Short-term debt activity - net                (36,939)           27,498
       Net Cash Provided by Financing
        Activities                               $824,458           $17,982

  Effect of exchange rate changes on
   cash                                               577              (388)

  Decrease in Cash and Cash Equivalents          ($38,763)         ($16,342)
  Cash and Cash Equivalents at
   Beginning of Period                             82,050            33,392

  Cash and Cash Equivalents at End of
   Period                                         $43,287           $17,050

  CONSOLIDATED BALANCE SHEET                      Mar 31            Dec 31
  (Thousands of U.S. dollars)                       2003              2002

  ASSETS
  Cash & cash equivalents                        $43,287           $82,050
  Accounts receivable                            603,352           361,316
  Deferred income taxes                           35,351            36,003
  Inventories                                    738,127           488,923
      Total Current Assets                    $1,420,117          $968,292
  Property, plant & equipment                  1,557,101         1,226,244
  Goodwill                                       320,868           129,943
  Other assets                                   579,801           423,877
      Total Assets                            $3,877,887        $2,748,356

  LIABILITIES
  Accounts payable & other liabilities          $389,336          $296,543
  Short-term debt & commercial paper             218,632           111,134
  Accrued expenses                               278,983           226,393
      Total Current Liabilities                 $886,951          $634,070
  Long-term debt                                 778,066           350,085
  Accrued pension cost                           753,834           723,188
  Accrued postretirement benefits                493,302           411,304
  Other non-current liabilities                   24,392            20,623
      Total Liabilities                       $2,936,545        $2,139,270

  SHAREHOLDERS' EQUITY                           941,342           609,086
      Total Liabilities and
       Shareholders' Equity                   $3,877,887        $2,748,356