UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-1169
OH&R INVESTMENT PLAN
(Full title of the Plan)
THE TIMKEN COMPANY, 1835 Dueber Avenue, S.W., Canton, Ohio 44706
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
OH&R Investment Plan
Unaudited Financial Statements and Supplemental Schedule
December 31, 2012 and 2011, and
Year Ended December 31, 2012
| Unaudited Financial Statements |
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| 1 | ||||
| 2 | ||||
| 3 | ||||
| Supplemental Schedule |
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| Schedule H, Line 4i, Schedule of Assets (Held at End of Year) |
24 | |||
OH&R Investment Plan
Statements of Net Assets Available for Benefits
(unaudited)
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Assets |
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| Investments, at fair value: |
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| Interest in The Master Trust Agreement for The Timken Company Defined Contribution Plans |
$ | 1,166,727 | $ | 1,095,752 | ||||
| Receivables: |
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| Participant notes receivable |
23,113 | 3,214 | ||||||
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| Total assets reflecting investments at fair value |
1,189,840 | 1,098,966 | ||||||
| Adjustment from fair value to contract value for interest in The Master Trust Agreement for The Timken Company Defined Contribution Plans relating to fully benefit- responsive investment contracts |
(7,462 | ) | (1,333 | ) | ||||
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| Net assets available for benefits |
$ | 1,182,378 | $ | 1,097,633 | ||||
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See accompanying notes.
1
OH&R Investment Plan
Statement of Changes in Net Assets Available for Benefits
(unaudited)
Year Ended December 31, 2012
| Additions |
||||
| Investment income |
||||
| Net investment gain from The Master Trust Agreement for The Timken Company Defined Contribution Plans |
$ | 105,502 | ||
| Interest income from participant notes |
498 | |||
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| Total additions |
106,000 | |||
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| Deductions |
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| Benefits paid directly to participants |
20,687 | |||
| Administrative expenses |
568 | |||
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| Total deductions |
21,255 | |||
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| Net increase |
84,745 | |||
| Net assets available for benefits: |
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| Beginning of year |
1,097,633 | |||
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| End of year |
$ | 1,182,378 | ||
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See accompanying notes.
2
OH&R Investment Plan
(unaudited)
December 31, 2012 and 2011, and
Year Ended December 31, 2012
1. Description of the Plan
The following description of the OH&R Investment Plan (the Plan) provides only general information. Participants should refer to the Total Rewards handbook (Summary Plan Description) for a more complete description of the Plan’s provisions.
General
OH&R Special Steels Company (the Company) was a subsidiary of Latrobe Steel Company, which was a subsidiary of The Timken Company (Timken). Effective December 8, 2006, The Timken Company sold Latrobe Steel Company. As a result of this transaction, all participants in the Plan terminated their employment with The Timken Company and the Plan will no longer have any new participants or contributions. However, The Timken Company, the Plan Administrator, will continue to sponsor the Plan for those participants who have elected not to transfer their accounts to another plan. The Plan is a defined contribution plan, which covered full-time employees of the Marlborough division of Latrobe Steel Company (those formerly employed by Houghton & Richards Companies) and employees of the Vienna division of Latrobe Steel Company (those formerly employed by Ohio Alloy Steels, Inc.), collectively, OH&R. Full-time employees of the Company became eligible to participate in the Plan the first of the month following or coincident with the completion of one full calendar month of full-time service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Under the provisions of the Plan, participants were able to elect to contribute up to 20% of his or her gross earnings directly to the Plan subject to Internal Revenue Service (IRS) limitations. Participants were also able to contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company matched employee contributions, “Matching Contributions,” at an amount equal to 100% of the first 3% of the participant’s gross earnings and 50% of the next 3% of the participant’s gross earnings.
3
OH&R Investment Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
The Plan also provided for a “Core Contribution” by the Company for employees at the Vienna Division who did not have five years of Credited Service or 50 points (in Credited Service and age) as of December 31, 2003. This contribution was based on the participant’s full years of service and age as of December 31 of the previous calendar year. Core Contribution amounts ranged from 1.0% to 4.5% of the participant’s eligible compensation. For the employees of the Marlborough Division, the Plan provided for a “Base Contribution” determined as an allocation of 1% of the participant’s prior quarter’s earnings and was paid quarterly.
Upon enrollment, a participant was required to direct their contribution in 1% increments to any of the Plan’s fund options. The Matching Contributions and Base Contributions were invested in The Timken Company Common Stock Fund. Participants were not allowed to direct the investment of the Matching Contributions or Base Contributions made in Timken common shares until (i) attaining age 55, (ii) the third anniversary of the date on which such participant is hired, (iii) the date such participant obtains three years of Continuous Service, or (iv) following retirement. Core Contributions were invested based on the participant’s investment election. Participants have access to their account information and the ability to make changes daily through an automated telecommunication system and through the Internet.
Participants were able to elect to have their vested dividends in The Timken Company Common Stock Fund distributed to them in cash rather than automatically reinvested in Timken common shares.
Participant Accounts
Each participant’s account was credited with the participant’s contributions and allocations of (a) the Company’s contributions and (b) Plan earnings, and is charged administrative expenses, as appropriate. Allocations of administrative expenses are based on the participant’s account balances, as defined. Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Company contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
4
OH&R Investment Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Vesting
Participants were immediately vested in their contributions and Matching Contributions plus actual earnings thereon. Vesting in the Core Contribution portion of their account plus actual earnings thereon occurred after completion of three years of service. Vesting of the Base Contribution portion of their account plus actual earnings thereon occurred over a period of three years with 50% vested after one year and an additional 25% in years two and three. Participants, who ceased employment on December 8, 2006, as a direct result of the sale of Latrobe Steel Company, became fully vested in their account.
Participant Notes Receivable
Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms generally cannot exceed five years for general purpose loans and 30 years for residential loans. The loans are secured by the balance in the participant’s account and bear interest at an interest rate of 1% in excess of the prime rate, as published the first business day of each month in the Wall Street Journal. Principal and interest are paid ratably through payroll deductions.
Payment of Benefits
As a result of their termination of service to The Timken Company due to the sale of Latrobe Steel Company, participants having a vested account balance greater than $1,000 were given the option of (i) transferring their account balance to another plan, (ii) receiving a lump-sum amount equal to the vested balance of their account, (iii) receiving installment payments of their vested assets over a period of time not to exceed their life expectancy, or (iv) leaving their vested account balance in the Plan. Participants having a vested account balance less than $1,000 received a lump-sum amount equal to their vested account balance. Participants electing to leave their vested assets in the Plan may do so until age 70 1/2 after which time the lump-sum or installment distribution options would apply.
Hardship withdrawals are allowed for participants incurring an immediate and severe financial need, as defined by the Plan. Hardship withdrawals are strictly regulated by the IRS and a participant must exhaust all available loan options and distributions prior to requesting a hardship withdrawal.
5
OH&R Investment Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Plan Termination
Although it has not expressed any interest to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the Plan’s trustee, JP Morgan (Trustee), shall distribute to each participant the vested balance in their separate account.
2. Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Participant Notes Receivable
Participant notes receivable represents participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2012 or 2011. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value and are invested in The Master Trust Agreement for The Timken Company Defined Contribution Plans (Master Trust), which was established for the investment of assets of the Plan and the five other defined contribution plans sponsored by The Timken Company.
The Plan’s trustee maintains a collective investment trust of common shares of the Company in which the Company’s defined contribution plans participate on a unit basis. Timken common shares are traded on a national securities exchange and participation units in The Timken Company Common Stock Fund are valued at the last reported sales price on the last business day of the plan year.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.
6
OH&R Investment Plan
Notes to Financial Statements (continued)
2. Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
New Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-04, Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-04 amended Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, to converge the fair value measurement guidance in U.S. GAAP and International Financial Reporting Standards (IFRS). Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. In addition, ASU 2011-04 requires additional fair value disclosures although certain of these new disclosures will not be required for nonpublic entities. The amendments are to be applied prospectively and are effective for annual periods beginning after December 15, 2011. Since ASU 2011-04 only clarifies existing fair value measurements and affects fair value measurement disclosures, adoption of ASU 2011-04 did not have an effect on the Plan’s net assets available for benefits or its changes in net assets available for benefits.
3. Investments
The Plan’s assets are held in the Master Trust, commingled with assets of other sponsored benefit plans of The Timken Company.
Each participating plan’s interest in the investment funds (i.e., separate accounts) of the Master Trust is based on account balances of the participants and their elected investment funds. The Master Trust assets are allocated among the participating plans by assigning to each plan those transactions (primarily contributions, benefit payments, and plan-specific expenses) that can be specifically identified and by allocating among all plans, in proportion to the fair value of the assets assigned to each plan, income and expenses resulting from the collective investment of the assets of the Master Trust. The Plan’s ownership percentage in the Master Trust as of December 31, 2012 and 2011 was 0.09% and 0.10% respectively.
7
OH&R Investment Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The following tables present the fair values of investments in the Master Trust and the Plan’s percentage interest in each investment fund of the Master Trust:
| December 31, 2012 | ||||||||||||||||||||||||||||||||||||||||
| Cash and Cash Equivalents |
Company Stock |
Registered Investment Companies |
Common Collective |
Government and Agency Securities |
Mortgage and Asset Backed Securities |
Corporate Bonds |
Wrap Contracts |
Total Assets | Plan’s Ownership Percentage |
|||||||||||||||||||||||||||||||
| Investment, at Fair Value: |
||||||||||||||||||||||||||||||||||||||||
| The Timken Company Common Stock Fund |
$ | 1,576,982 | $ | 319,117,974 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 320,694,956 | 0.05 | % | ||||||||||||||||||||
| Morgan Stanley Small Company Growth |
— | — | 14,814,070 | — | — | — | — | — | 14,814,070 | 0.00 | % | |||||||||||||||||||||||||||||
| American Funds EuroPacific Growth |
— | — | 89,314,155 | — | — | — | — | — | 89,314,155 | 0.01 | % | |||||||||||||||||||||||||||||
| American Funds Washington Mutual Investors |
— | — | 22,783,272 | — | — | — | — | — | 22,783,272 | 0.00 | % | |||||||||||||||||||||||||||||
| American Beacon Small Cap Value |
— | — | 22,868,397 | — | — | — | — | — | 22,868,397 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement Income |
— | — | 23,368,634 | — | — | — | — | — | 23,368,634 | 0.49 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2015 |
— | — | 70,820,300 | — | — | — | — | — | 70,820,300 | 0.17 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2025 |
— | — | 38,937,796 | — | — | — | — | — | 38,937,796 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2035 |
— | — | 35,355,304 | — | — | — | — | — | 35,355,304 | 0.02 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2045 |
— | — | 16,125,154 | — | — | — | — | — | 16,125,154 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2020 |
— | — | 6,806,720 | — | — | — | — | — | 6,806,720 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2030 |
— | — | 2,645,284 | — | — | — | — | — | 2,645,284 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2040 |
— | — | 1,665,490 | — | — | — | — | — | 1,665,490 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2050 |
— | — | 800,347 | — | — | — | — | — | 800,347 | 0.00 | % | |||||||||||||||||||||||||||||
| JPMorgan S&P 500 Index |
— | — | — | 32,466,044 | — | — | — | — | 32,466,044 | 0.00 | % | |||||||||||||||||||||||||||||
| The Timken Company - JPM Bond Fund |
— | — | — | 8,055,932 | 34,150,439 | 68,750,278 | 24,012,101 | — | 134,968,750 | 0.08 | % | |||||||||||||||||||||||||||||
| JPMorgan Equity Index |
— | — | — | 140,491,194 | — | — | — | — | 140,491,194 | 0.09 | % | |||||||||||||||||||||||||||||
| Nuveen Winslow Large-Cap Growth |
— | — | — | 63,736,701 | — | — | — | — | 63,736,701 | 0.15 | % | |||||||||||||||||||||||||||||
| SSgA Russell 2000-A Index |
— | — | — | 48,444,488 | — | — | — | — | 48,444,488 | 0.01 | % | |||||||||||||||||||||||||||||
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| $ | 1,576,982 | $ | 319,117,974 | $ | 346,304,923 | $ | 293,194,359 | $ | 34,150,439 | $ | 68,750,278 | $ | 24,012,101 | $ | — | $ | 1,087,107,056 | |||||||||||||||||||||||
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| JPMorgan Stable Value Fund: |
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| JPMorgan Liquidity Fund |
— | — | — | 32,235,856 | — | — | — | — | 32,235,856 | |||||||||||||||||||||||||||||||
| JPMorgan Intermediate Bond Fund |
— | — | — | 155,036,381 | — | — | — | — | 155,036,381 | |||||||||||||||||||||||||||||||
| JPMorgan Mortgage Private Placement Fund |
— | — | — | 8,682,881 | — | — | — | — | 8,682,881 | |||||||||||||||||||||||||||||||
| Wrapper Value |
— | — | — | — | — | — | — | 48,420 | 48,420 | |||||||||||||||||||||||||||||||
| Adjustment from fair value to contract value |
— | — | — | (3,346,510 | ) | — | — | — | — | (3,346,510 | ) | |||||||||||||||||||||||||||||
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| $ | — | $ | — | $ | — | $ | 192,608,608 | $ | — | $ | — | $ | — | $ | 48,420 | $ | 192,657,028 | 0.22 | % | |||||||||||||||||||||
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| Net Assets of Master Trust |
$ | 1,576,982 | $ | 319,117,974 | $ | 346,304,923 | $ | 485,802,967 | $ | 34,150,439 | $ | 68,750,278 | $ | 24,012,101 | $ | 48,420 | $ | 1,279,764,084 | 0.09 | % | ||||||||||||||||||||
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8
OH&R Investment Plan
Notes to Financial Statements (continued)
3. Investments (continued)
| December 31, 2011 | ||||||||||||||||||||||||||||||||||||||||
| Cash and Cash Equivalents |
Company Stock |
Registered Investment Companies |
Common Collective |
Government and Agency Securities |
Mortgage and Asset Backed Securities |
Corporate Bonds |
Wrap Contracts |
Total Assets | Plan’s Ownership Percentage |
|||||||||||||||||||||||||||||||
| Investments, at Fair Value: |
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| The Timken Company Common Stock Fund |
$ | 2,676,111 | $ | 296,932,589 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 299,608,700 | 0.05 | % | ||||||||||||||||||||
| Morgan Stanley Small Company Growth |
— | — | 14,124,854 | — | — | — | — | — | 14,124,854 | 0.00 | % | |||||||||||||||||||||||||||||
| American Funds EuroPacific Growth |
— | — | 72,122,610 | — | — | — | — | — | 72,122,610 | 0.01 | % | |||||||||||||||||||||||||||||
| American Funds Washington Mutual Investors |
— | — | 16,322,636 | — | — | — | — | — | 16,322,636 | 0.00 | % | |||||||||||||||||||||||||||||
| American Beacon Small Cap Value |
— | — | 19,995,849 | — | — | — | — | — | 19,995,849 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement Income |
— | — | 9,032,047 | — | — | — | — | — | 9,032,047 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2005 |
— | — | 8,463,967 | — | — | — | — | — | 8,463,967 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2015 |
— | — | 61,428,882 | — | — | — | — | — | 61,428,882 | 0.18 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2025 |
— | — | 30,074,232 | — | — | — | — | — | 30,074,232 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2035 |
— | — | 30,092,816 | — | — | — | — | — | 30,092,816 | 0.02 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2045 |
— | — | 12,163,963 | — | — | — | — | — | 12,163,963 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2020 |
— | — | 43,531 | — | — | — | — | — | 43,531 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2030 |
— | — | 38,305 | — | — | — | — | — | 38,305 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2040 |
— | — | 25,722 | — | — | — | — | — | 25,722 | 0.00 | % | |||||||||||||||||||||||||||||
| Vanguard Target Retirement 2050 |
— | — | 14,981 | — | — | — | — | — | 14,981 | 0.00 | % | |||||||||||||||||||||||||||||
| JPMorgan S&P 500 Index |
— | — | — | 30,539,328 | — | — | — | — | 30,539,328 | 0.00 | % | |||||||||||||||||||||||||||||
| The Timken Company - JPM Bond Fund |
— | — | — | 4,674,307 | 26,998,221 | 54,716,595 | 16,543,959 | — | 102,933,082 | 0.10 | % | |||||||||||||||||||||||||||||
| JPMorgan Equity Index |
— | — | — | 123,489,446 | — | — | — | — | 123,489,446 | 0.17 | % | |||||||||||||||||||||||||||||
| Nuveen Winslow Large-Cap Growth |
— | — | — | 63,463,896 | — | — | — | — | 63,463,896 | 0.14 | % | |||||||||||||||||||||||||||||
| SSgA Russell 2000-A Index |
— | — | — | 41,177,230 | — | — | — | — | 41,177,230 | 0.02 | % | |||||||||||||||||||||||||||||
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| $ | 2,676,111 | $ | 296,932,589 | $ | 273,944,395 | $ | 263,344,207 | $ | 26,998,221 | $ | 54,716,595 | $ | 16,543,959 | $ | — | $ | 935,156,077 | |||||||||||||||||||||||
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| JPMorgan Stable Value Fund: |
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| JPMorgan Liquidity Fund |
— | — | — | 14,307,860 | — | — | — | — | 14,307,860 | |||||||||||||||||||||||||||||||
| JPMorgan Intermediate Bond Fund |
— | — | — | 157,273,471 | — | — | — | — | 157,273,471 | |||||||||||||||||||||||||||||||
| Wrapper Value |
— | — | — | — | — | — | — | 25,677 | 25,677 | |||||||||||||||||||||||||||||||
| Adjustments from fair value to contract value |
— | — | — | (536,503 | ) | — | — | — | — | (536,503 | ) | |||||||||||||||||||||||||||||
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| $ | — | $ | — | $ | — | $ | 171,044,828 | $ | — | $ | — | $ | — | $ | 25,677 | $ | 171,070,505 | 0.25 | % | |||||||||||||||||||||
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| Net Assets of Master Trust |
$ | 2,676,111 | $ | 296,932,589 | $ | 273,944,395 | $ | 434,389,035 | $ | 26,998,221 | $ | 54,716,595 | $ | 16,543,959 | $ | 25,677 | $ | 1,106,226,582 | 0.10 | % | ||||||||||||||||||||
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9
OH&R Investment Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Investment gain for the Master Trust is as follows:
| Year Ended | ||||
| December 31, | ||||
| 2012 | ||||
| Net appreciation in fair value of investments |
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| Cash and Cash Equivalents |
$ | 80,338 | ||
| Company Stock |
75,276,788 | |||
| Registered Investment Companies |
33,309,625 | |||
| Common Collective Funds |
39,233,737 | |||
| Government and Agency Securities |
1,098,395 | |||
| Mortgage and Asset Backed Securities |
3,566,455 | |||
| Corporate Bonds |
793,191 | |||
|
|
|
|||
| $ | 153,358,529 | |||
| Net appreciation in investment contracts |
3,417,037 | |||
| Interest and dividends |
14,630,061 | |||
|
|
|
|||
| Total Master Trust |
$ | 171,405,627 | ||
|
|
|
|||
10
OH&R Investment Plan
Notes to Financial Statements (continued)
4. Fair Value
The fair value framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:
Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 – Inputs to the valuation methodology include:
| • | quoted prices for similar assets or liabilities in active markets; |
| • | quoted prices for identical or similar assets or liabilities in inactive markets; |
| • | inputs other than quoted prices that are observable for the asset or liability; |
| • | inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
11
OH&R Investment Plan
Notes to Financial Statements (continued)
4. Fair Value (continued)
The following tables present the fair value hierarchy for those investments of the Master Trust measured at fair value on a recurring basis as of December 31, 2012 and 2011:
| Assets at Fair Value as of December 31, 2012 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets: |
||||||||||||||||
| Cash and Cash Equivalents: |
||||||||||||||||
| JPMorgan US Government Money Market |
$ | 1,576,982 | $ | — | $ | 1,576,982 | $ | — | ||||||||
| Company Stock: |
||||||||||||||||
| The Timken Company Common Stock |
319,117,974 | 319,117,974 | — | — | ||||||||||||
| Registered Investment Companies: |
||||||||||||||||
| Morgan Stanley Small Company Growth |
14,814,070 | 14,814,070 | — | — | ||||||||||||
| American Funds EuroPacific Growth |
89,314,155 | 89,314,155 | — | — | ||||||||||||
| American Funds Washington Mutual Investors |
22,783,272 | 22,783,272 | — | — | ||||||||||||
| American Beacon Small Cap Value |
22,868,397 | 22,868,397 | — | — | ||||||||||||
| Vanguard Target Retirement Income |
23,368,634 | 23,368,634 | — | — | ||||||||||||
| Vanguard Target Retirement 2015 |
70,820,300 | 70,820,300 | — | — | ||||||||||||
| Vanguard Target Retirement 2020 |
6,806,720 | 6,806,720 | — | — | ||||||||||||
| Vanguard Target Retirement 2025 |
38,937,796 | 38,937,796 | — | — | ||||||||||||
| Vanguard Target Retirement 2030 |
2,645,284 | 2,645,284 | — | — | ||||||||||||
| Vanguard Target Retirement 2035 |
35,355,304 | 35,355,304 | — | — | ||||||||||||
| Vanguard Target Retirement 2040 |
1,665,490 | 1,665,490 | — | — | ||||||||||||
| Vanguard Target Retirement 2045 |
16,125,154 | 16,125,154 | — | — | ||||||||||||
| Vanguard Target Retirement 2050 |
800,347 | 800,347 | — | — | ||||||||||||
| Common Collective Funds: |
||||||||||||||||
| JPMorgan S&P 500 Index |
32,466,044 | — | 32,466,044 | — | ||||||||||||
| SSgA Russell 2000-A Index |
48,444,488 | — | 48,444,488 | — | ||||||||||||
| JPMorgan Equity Index |
140,491,194 | — | 140,491,194 | — | ||||||||||||
| Nuveen Winslow Large-Cap Growth |
63,736,701 | — | 63,736,701 | — | ||||||||||||
| The Timken Company - JPM Bond Fund: |
||||||||||||||||
| Common Collective Fund: |
||||||||||||||||
| JPMorgan Liquidity Fund |
8,055,932 | — | 8,055,932 | — | ||||||||||||
| Government and Agency Securities |
34,150,439 | — | 34,150,439 | — | ||||||||||||
| Mortgage and Asset Backed Securities |
68,750,278 | — | 68,750,278 | — | ||||||||||||
| Corporate Bonds |
24,012,101 | — | 24,012,101 | — | ||||||||||||
| JPMorgan Stable Value Fund: |
||||||||||||||||
| Common Collective Funds: |
||||||||||||||||
| JPMorgan Liquidity Fund |
32,235,856 | — | 32,235,856 | — | ||||||||||||
| JPMorgan Intermediate Bond Fund |
155,036,381 | — | 155,036,381 | — | ||||||||||||
| JPMorgan Mortgage Private Placement Fund |
8,682,881 | — | 8,682,881 | — | ||||||||||||
| Wrapper Value |
48,420 | — | — | 48,420 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
$ | 1,283,110,594 | $ | 665,422,897 | $ | 617,639,277 | $ | 48,420 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
12
OH&R Investment Plan
Notes to Financial Statements (continued)
4. Fair Value (continued)
| Assets at Fair Value as of December 31, 2011 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets: |
||||||||||||||||
| Cash and Cash Equivalents: |
||||||||||||||||
| JPMorgan US Government Money Market |
$ | 2,676,111 | $ | — | $ | 2,676,111 | $ | — | ||||||||
| Company Stock: |
||||||||||||||||
| The Timken Company Common Stock |
296,932,589 | 296,932,589 | — | — | ||||||||||||
| Registered Investment Companies: |
||||||||||||||||
| Morgan Stanley Small Company Growth |
14,124,854 | 14,124,854 | — | — | ||||||||||||
| American Funds EuroPacific Growth |
72,122,610 | 72,122,610 | — | — | ||||||||||||
| American Funds Washington Mutual Investors |
16,322,636 | 16,322,636 | — | — | ||||||||||||
| American Beacon Small Cap Value |
19,995,849 | 19,995,849 | — | — | ||||||||||||
| Vanguard Target Retirement Income |
9,032,047 | 9,032,047 | — | — | ||||||||||||
| Vanguard Target Retirement 2005 |
8,463,967 | 8,463,967 | — | — | ||||||||||||
| Vanguard Target Retirement 2015 |
61,428,882 | 61,428,882 | — | — | ||||||||||||
| Vanguard Target Retirement 2020 |
43,531 | 43,531 | — | — | ||||||||||||
| Vanguard Target Retirement 2025 |
30,074,232 | 30,074,232 | — | — | ||||||||||||
| Vanguard Target Retirement 2030 |
38,305 | 38,305 | — | — | ||||||||||||
| Vanguard Target Retirement 2035 |
30,092,816 | 30,092,816 | — | — | ||||||||||||
| Vanguard Target Retirement 2040 |
25,722 | 25,722 | — | — | ||||||||||||
| Vanguard Target Retirement 2045 |
12,163,963 | 12,163,963 | — | — | ||||||||||||
| Vanguard Target Retirement 2050 |
14,981 | 14,981 | — | — | ||||||||||||
| Common Collective Funds: |
||||||||||||||||
| JPMorgan S&P 500 Index |
30,539,328 | — | 30,539,328 | — | ||||||||||||
| SSgA Russell 2000-A Index |
41,177,230 | — | 41,177,230 | — | ||||||||||||
| JPMorgan Equity Index |
123,489,446 | — | 123,489,446 | — | ||||||||||||
| Nuveen Winslow Large-Cap Growth |
63,463,896 | — | 63,463,896 | — | ||||||||||||
| The Timken Company - JPM Bond Fund: |
||||||||||||||||
| Common Collective Fund: |
||||||||||||||||
| JPMorgan Liquidity Fund |
4,674,307 | — | 4,674,307 | — | ||||||||||||
| Government and Agency Securities |
26,998,221 | — | 26,998,221 | — | ||||||||||||
| Mortgage and Asset Backed Securities |
54,716,595 | — | 54,716,595 | — | ||||||||||||
| Corporate Bonds |
16,543,959 | — | 16,543,959 | — | ||||||||||||
| JPMorgan Stable Value Fund: |
||||||||||||||||
| Common Collective Funds: |
||||||||||||||||
| JPMorgan Liquidity Fund |
14,307,860 | — | 14,307,860 | — | ||||||||||||
| JPMorgan Intermediate Bond Fund |
157,273,471 | — | 157,273,471 | — | ||||||||||||
| Wrapper Value |
25,677 | — | — | 25,677 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
$ | 1,106,763,085 | $ | 570,876,984 | $ | 535,860,424 | $ | 25,677 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
During 2011, the fair value of the Timken Company Common Stock Fund held in the Master Trust was presented as a Level 2 asset. The prior period disclosure has been corrected to reflect separate presentation of the common stock as a Level 1 asset. In addition, during 2011, the JPMorgan Stable Value Fund was presented as a Level 3 asset. The prior period disclosure has been corrected to reflect separate presentation of the Stable Value Fund as a Level 2 asset, excluding the wrapper which is a Level 3 asset.
13
OH&R Investment Plan
Notes to Financial Statements (continued)
4. Fair Value (continued)
The investment strategy for American Funds Washington Mutual Investors is to invest in common stocks of established companies that are listed on, or meet the financial listing requirements of, the New York Stock Exchange and have a strong record of earnings and dividends.
The Timken Company Common Stock Fund participates in units and is valued based on the closing price of Timken common shares traded on a national securities exchange. Registered investment companies are valued based on quoted market prices reported on the active market on which the individual securities are traded.
The JPMorgan S&P 500 Index Fund and the JPMorgan Equity Index Fund include investments that provide exposure to a broad equity market and are designed to mirror the aggregate price and dividend performance of the S&P 500 Index. The fair values of the investments in this category have been determined using the net asset value per share.
The Timken Company – JPM Bond Fund includes investments that seek to maximize total return by investing primarily in a diversified portfolio of intermediate- and long-term debt securities. The fair value for the Timken Company – JPM Bond Fund is based on the value of the underlying assets. The JP Morgan Liquidity Fund is valued using the net asset value per share. The Government and Agency Securities are valued at the closing price on the date of the last transactions. Mortgage and Asset Backed Securities are valued based on quoted prices for similar assets, in active markets. Corporate Bonds are valued at the closing price on the date of the last transaction.
The SSgA Russell 2000-A Index Fund includes investments seeking an investment return that approximates as closely as practicable, before expenses, the performance of the Russell 2000 Index over the long term. The fund includes exposure to stocks of small U.S. companies. The fair value of the investments in this category has been determined using the net asset value per share.
The Nuveen Winslow Large-Cap Growth Fund is a portfolio that invests at least 80% of its net assets in equity securities of U.S. companies with market capitalization in excess of $4 billion at the time of purchase. The fair value of the investments in this category has been determined using the net asset value per share on the active market on which the individual securities are traded.
14
OH&R Investment Plan
Notes to Financial Statements (continued)
4. Fair Value (continued)
The Stable Value Fund is invested in the JPMorgan Liquidity, JPMorgan Intermediate Bond, and JPMorgan Private Placement Common Collective Funds. The fair value of the investment in these funds has been estimated using the net asset value per share. The JPMorgan Liquidity Fund invests in a diversified portfolio of fixed and floating rate short-term money market instruments and U.S. Treasury securities. The JPMorgan Mortgage Private Placement invests primarily in privately placed fixed rate and floating rate mortgages and leasebacks secured by apartment complexes and single family homes, as well as commercial properties, such as office buildings, shopping centers, retail stores and warehouses. The JPMorgan Intermediate Bond Fund is designed as a fixed income portfolio strategy for stable value funds and other conservative fixed income investors.
15
OH&R Investment Plan
Notes to Financial Statements (continued)
4. Fair Value (continued)
The following tables present a summary of changes in the fair value of the Master Trust’s Level 3 assets as of December 31, 2012 and December 31, 2011, respectively:
| Wrapper Value |
Total | |||||||
| Balance, January 1, 2012 |
$ | 25,677 | $ | 25,677 | ||||
| Unrealized gains |
22,743 | 22,743 | ||||||
|
|
|
|
|
|||||
| Balance, December 31, 2012 |
$ | 48,420 | $ | 48,420 | ||||
|
|
|
|
|
|||||
| Wrapper Value |
Total | |||||||
| Balance, January 1, 2011 |
$ | — | $ | — | ||||
| Unrealized gains |
25,677 | 25,677 | ||||||
|
|
|
|
|
|||||
| Balance, December 31, 2011 |
$ | 25,677 | $ | 25,677 | ||||
|
|
|
|
|
|||||
16
OH&R Investment Plan
Notes to Financial Statements (continued)
4. Fair Value (continued)
The following table represents the Plan’s level 3 financial instruments, the valuation techniques used to measure the fair value of those financial instruments, and the significant unobservable inputs and the ranges of values for those inputs:
| Instrument |
Fair Value | Principal Valuation Technique |
Unobservable Inputs | Range of Significant Input Values |
Weighted Average | |||||||||||
| Synthetic guaranteed investment contract wrapper |
$ | 48,420 | Replacement Cost | Swap Yield Rate | 0.50 | % | 0.50 | % | ||||||||
| Duration | 3.05 | |||||||||||||||
| Payout Date | N/A | |||||||||||||||
| Payout Percentage | N/A | |||||||||||||||
The following table summarizes investments measured at fair value based on net asset value (NAVs) per share as of December 31, 2012 and 2011, respectively:
| December 31, 2012 |
Fair Value | Redemption Unfunded Commitments |
Redemption Frequency |
Redemption Notice Period | ||||||
| JPMorgan S&P 500 Index |
$ | 32,466,044 | Not applicable | Daily | Trade Day | |||||
| The Timken Company - JPM Bond Fund |
$ | 134,968,750 | Not applicable | Daily | Trade Day | |||||
| SSgA Russell 2000-A Index |
$ | 48,444,488 | Not applicable | Daily | Trade Day | |||||
| JPMorgan Equity Index |
$ | 140,491,194 | Not applicable | Daily | Trade Day + 1 day | |||||
| Nuveen Winslow Large Cap Growth |
$ | 63,736,701 | Not applicable | Daily | Trade Day | |||||
| JPMorgan Liquidity |
$ | 32,235,856 | Not applicable | Daily | Trade Day | |||||
| JPMorgan Intermediate Bond |
$ | 155,036,381 | Not applicable | Daily | Trade Day | |||||
| JPMorgan Mortgage Private Placement Fund |
$ | 8,682,881 | Not applicable | Daily | Trade Day + 1 day | |||||
| December 31, 2011 |
Fair Value | Redemption Unfunded Commitments |
Redemption Frequency |
Redemption Notice Period | ||||||
| JPMorgan S&P 500 Index |
$ | 30,539,328 | Not applicable | Daily | Trade Day | |||||
| The Timken Company - JPM Bond Fund |
$ | 102,933,082 | Not applicable | Daily | Trade Day | |||||
| SSgA Russell 2000-A Index |
$ | 41,177,230 | Not applicable | Daily | Trade Day | |||||
| JPMorgan Equity Index |
$ | 123,489,446 | Not applicable | Daily | Trade Day + 1 day | |||||
| Nuveen Winslow Large Cap Growth |
$ | 63,463,896 | Not applicable | Daily | Trade Day | |||||
| JPMorgan Liquidity |
$ | 14,307,860 | Not applicable | Daily | Trade Day | |||||
| JPMorgan Intermediate Bond |
$ | 157,273,471 | Not applicable | Daily | Trade Day | |||||
17
OH&R Investment Plan
Notes to Financial Statements (continued)
5. Non-Participant-Directed Investments
Information about the net assets and the significant components of changes in net assets related to non-participant-directed investments is as follows:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Investments, at fair value: |
||||||||
| Interest in Master Trust related to The Timken Company Common Stock Fund |
$ | 154,525 | $ | 139,845 | ||||
|
|
|
|
|
|||||
| Year Ended | ||||
| December 31, | ||||
| 2012 | ||||
| Change in net assets: |
||||
| Net appreciation in fair value of investments |
$ | 31,275 | ||
| Dividends |
3,014 | |||
| Benefits paid directly to participants |
(11,044 | ) | ||
| Expenses |
(188 | ) | ||
| Transfers to participant directed accounts |
(8,377 | ) | ||
|
|
|
|||
| $ | 14,680 | |||
|
|
|
|||
6. Investment Contracts
The Master Trust invests in synthetic guaranteed investment contracts (SGICs), or a Stable Value Fund, that credit a stated interest rate for a specified period of time. The Stable Value Fund provides principal preservation plus accrued interest through fully benefit-responsive wrap contracts issued by a third party which back the underlying assets owned by the Master Trust. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The investment contract issuer is contractually obligated to repay the principal at a specified interest rate that is guaranteed to the Plan.
18
OH&R Investment Plan
Notes to Financial Statements (continued)
6. Investment Contracts (continued)
Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the fully benefit-responsive investment contracts. Contract value represents contributions made under the contracts, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
The Plan’s wrapper contracts permit all allowable participant-initiated transactions to occur at contract value. There are no events known to the Plan that are probable of occurring and which would limit its ability to transact at contract value with the issuer of the wrapper contract, which also limit the ability of the Plan to transact at contract value with participants. The wrapper contracts cannot be terminated by its issuer at a value other than contract value or prior to the scheduled maturity date, except under a limited number of very specific circumstances including termination of the Plan or failure to qualify, material misrepresentations by the Plan sponsor or investment manager, failure by these same parties to meet material obligations under the contract, or other similar types of events.
There are no reserves against contract value for credit risk of the contract issuer or otherwise. The crediting interest rates for the wrap contracts are calculated on a quarterly basis (or more frequently if necessary) using contract value, market value of the underlying fixed income portfolio, the yield of the portfolio, and the duration of the index, but cannot be less than zero. The crediting rate is most affected by the change in the annual effective yield to maturity of the underlying securities, but is also affected by the difference between the contract value and the market value of the covered investments.
| December 31, | ||||||||
| Average Yields for SGICs |
2012 | 2011 | ||||||
| Based on actual earnings |
1.0% | 2.0% | ||||||
| Based on interest rate credited to participants |
2.0% | 2.0% | ||||||
19
OH&R Investment Plan
Notes to Financial Statements (continued)
7. Reconciliation of Financial Statements to the Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Net assets available for benefits per the financial statements |
$ | 1,182,378 | $ | 1,097,633 | ||||
| Adjustment from contract value to fair value for full benefit-responsive investment contracts |
7,462 | 1,333 | ||||||
|
|
|
|
|
|||||
| Net assets available for benefits per the Form 5500 |
$ | 1,189,840 | $ | 1,098,966 | ||||
|
|
|
|
|
|||||
The fully benefit-responsive investment contracts have been adjusted from fair value to contract value for purposes of the financial statements. For purposes of the Form 5500, the investment contracts will be stated at fair value.
The following is a reconciliation of total additions per the financial statements to total income per the Form 5500 for the year ended December 31, 2012:
| Total additions per the financial statements |
$ | 106,000 | ||
| Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2011 |
(1,333 | ) | ||
| Add: Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2012 |
7,462 | |||
|
|
|
|||
| Total income per the Form 5500 |
$ | 112,129 | ||
|
|
|
20
OH&R Investment Plan
Notes to Financial Statements (continued)
8. Risks and Uncertainties
The Master Trust invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
9. Income Tax Status
The Plan has received a determination letter from the IRS dated April 23, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code), and therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.
Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2009.
21
OH&R Investment Plan
Notes to Financial Statements (continued)
10. Related-Party Transactions
Related-party transactions included the investments in the common stock of the Company and the investment funds of the Trustee. Such transactions are exempt from being prohibited transactions.
The following is a summary of transactions in Timken common shares with the Master Trust for the year ended December 31, 2012:
| Dollars | ||||
| Purchased |
$ | 100,029,036 | ||
| Issued to participants for payment of benefits |
$ | 1,737,409 | ||
Purchases and benefits paid to participants include Timken common shares valued at quoted market prices at the date of purchase or distribution.
Certain legal and accounting fees and certain administrative expenses relating to the maintenance of participant records are paid by the Company. Fees paid during the year for services rendered by parties in interest were based on customary and reasonable rates for such services.
22
Supplemental Schedule
OH&R Investment Plan
EIN #34-0577130 Plan #002
Schedule H, Line 4i – Schedule of Assets
(Held at End of Year)
Year Ended December 31, 2012
| Identity of Issuer, Borrower, Lessor, or Similar Party |
Description of Investment, Including Maturity Date, Rate
of |
Current Value | ||
| Participant notes receivable* |
Interest rate of 4.25% maturing in 2017 | $23,113 | ||
|
|
| * | Indicates party in interest to the Plan. |
24
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other person who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| OH&R INVESTMENT PLAN | ||||
| Date: July 1, 2013 | By: | /s/ Scott A. Scherff | ||
| Scott A. Scherff | ||||
| Corporate Secretary and | ||||
| Vice President – Ethics and Compliance | ||||
25