THE TIMKEN COMPANY 11-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
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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
MPB CORPORATION EMPLOYEES SAVINGS 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)
A
u d i t e d F i n a n c i a l S t a t e m e n t s a n d
S u p p l e m e n t a l S
c h e d u l e s
MPB Corporation Employees Savings Plan
December 31, 2006 and 2005, and Year Ended December 31, 2006
With Report of Independent Registered Public Accounting Firm
MPB Corporation Employees Savings Plan
Audited Financial Statements and Supplemental Schedules
December 31, 2006 and 2005, and
Year Ended December 31, 2006
Contents
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Report of Independent Registered Public Accounting Firm |
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1 |
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Audited Financial Statements |
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Statements of Net Assets Available for Benefits |
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2 |
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Statement of Changes in Net Assets Available for Benefits |
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3 |
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Notes to Financial Statements |
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4 |
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Supplemental Schedules |
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Schedule H, Line 4a Schedule of Delinquent Participant Contributions |
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13 |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
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14 |
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Report of Independent Registered Public Accounting Firm
The Timken Company, Administrator of the MPB
Corporation Employees Savings Plan
We have audited the accompanying statements of net assets available for benefits of the MPB
Corporation Employees Savings Plan as of December 31, 2006 and 2005, and the related statement of
changes in net assets available for benefits for the year ended December 31, 2006. These financial
statements are the responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the
changes in its net assets available for benefits for the year ended December 31, 2006, in
conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedules of delinquent participant contributions and
assets (held at end of year) as of December 31, 2006, are presented for purposes of additional
analysis and are not a required part of the financial statements but are supplementary information
required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plans management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in our opinion, are
fairly stated in all material respects in relation to the financial statements taken as a whole.
Cleveland, Ohio
June 22, 2007
MPB Corporation Employees Savings Plan
Statements of Net Assets Available for Benefits
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December 31, |
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2006 |
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2005 |
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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 |
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$ |
59,021,627 |
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$ |
51,158,344 |
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Participant notes receivable |
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1,887,802 |
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1,499,109 |
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Total investments, at fair value |
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60,909,429 |
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52,657,453 |
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Receivables: |
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Contribution receivable from participants |
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252,528 |
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267,492 |
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Contribution receivable from MPB Corporation |
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257,108 |
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239,558 |
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Total receivables |
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509,636 |
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507,050 |
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Net assets available for benefits at fair value |
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61,419,065 |
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53,164,503 |
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Adjustment from fair value to contract value for interest in
The Master Trust Agreement for The Timken Company
Defined Contributions Plans relating to fully benefit-responsive investment contracts |
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116,871 |
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94,355 |
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Net assets available for benefits |
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$ |
61,535,936 |
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$ |
53,258,858 |
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See accompanying notes.
2
MPB Corporation Employees Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
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Additions |
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Investment income: |
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Net investment gain from The Master Trust Agreement for
The Timken Company Defined Contribution Plans |
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$ |
4,133,759 |
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Interest |
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123,785 |
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4,257,544 |
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Participant rollovers |
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686,896 |
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Contributions: |
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Participants |
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3,662,125 |
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MPB Corporation |
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2,554,815 |
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6,216,940 |
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Total additions |
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11,161,380 |
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Deductions |
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Benefits paid directly to participants |
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2,832,227 |
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Administrative expenses |
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52,075 |
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Total deductions |
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2,884,302 |
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Net increase |
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8,277,078 |
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Net assets available for benefits: |
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Beginning of year |
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53,258,858 |
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End of year |
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$ |
61,535,936 |
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See accompanying notes.
3
MPB Corporation Employees Savings Plan
Notes to Financial Statements
December 31, 2006 and 2005, and
Year Ended December 31, 2006
1. Description of the Plan
The following description of the MPB Corporation Employees Savings Plan (the Plan) provides only
general information. Participants should refer to their Total Rewards handbook (Summary Plan
Description) for a more complete description of the Plans provisions.
General
MPB Corporation (the Company) is a subsidiary of The Timken Company. The Timken Company is the Plan
Administrator. The Plan is a defined contribution plan covering substantially all domestic
employees of MPB Corporation including employees of Timken Alcor Aerospace Technologies, Inc. and
Bearing Inspection, Inc. Employees of the Company become eligible to participate the first of the
month coincident with or next following 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 may contribute up to 20% of compensation, as defined
in the Plan, subject to Internal Revenue Service (IRS) limitations. Participants may also
contribute amounts representing distributions from other qualified defined benefit or defined
contribution plans. The Company matches employee contributions Company Matching Contributions, at
an amount equal to 100% of the first 3% of the participants gross earnings and 50% of the excess
of 3% up to the next 3% of the participants gross earnings.
The Plan provides for quarterly Core Contributions by the Company for employees, except for those
employees who did not have five years of Credited Service or 50 points (in Credited Service and
age) as of December 31, 2003. This contribution is based on the participants full years of service
and age as of December 31 of the previous calendar year. Contribution amounts
range from 1.0% to 4.5%. Employees of Timken Alcor Aerospace Technologies, Inc. and Bearing
Inspection, Inc. are not eligible to receive Core Contributions.
4
MPB Corporation Employees Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Upon enrollment, a participant must direct the percentage of their contribution to be invested in
each fund in increments of 1%. Company Matching Contributions are made in common stock of The
Timken Company. Participants are not allowed to direct the investment of the Company Matching
Contributions made in Timken common shares until January 1, following three calendar years after
the Company Matching Contribution was made, reaching the age of 55 or 30 years of service, or
following retirement. Core Contributions are invested based on the participants investment
election. Participants have access to their account information and the ability to make account
transfers and contribution changes daily through an automated telecommunications system and through
the Internet.
Participants may 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 participants account is credited with the participants contributions and allocations of (a)
the Companys contributions and (b) Plan earnings, and is charged with an allocation of
administrative expenses. Allocations are based on participant earnings or 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 participants vested account.
Vesting
Participants are immediately vested in their contributions and Company Matching Contributions, plus
actual earnings thereon. Vesting in the Core Contribution portion of their accounts plus actual
earnings thereon occurs after three years of service.
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 cannot exceed five years, except
loans made for purchasing a primary residence cannot exceed 30 years. The loans are secured by the
vested balance in the participants account and bear interest at an interest rate of 1% in excess
of the prime rate, as published each business day in the Wall Street Journal. Principal and
interest are paid ratably through payroll deductions.
5
MPB Corporation Employees Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Payment of Benefits
On termination of service, a participant may receive a lump-sum amount equal to the vested balance
of their account or elect to receive installment payments of their vested assets over a period of
time not to exceed their life expectancy. If a participants vested account balance is greater than
$1,000, they may leave their vested assets in the Plan until age 701/2.
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 Trustee shall distribute to each participant the
amount standing to their credit in their separate account.
2. Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
New Accounting Pronouncement
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG
INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans (the FSP). The FSP defines the circumstances in which an investment
contract is considered fully benefit-responsive and provides certain reporting and disclosure
requirements for fully benefit-responsive investment contracts in defined contribution health and
welfare and pension plans. The financial statement presentation and disclosure provisions of the
FSP are effective for financial statements issued for annual periods ending after December 15,
2006, and are required to be applied retroactively to all prior periods presented for comparative
purposes. The Plan has adopted the provisions of the FSP at December 31, 2006.
6
MPB Corporation Employees Savings Plan
Notes to Financial Statements (continued)
2. Accounting Policies (continued)
As required by the FSP, investments in the accompanying Statements of Net Assets Available for
Benefits include fully benefit-responsive investment contracts recognized at fair value. AICPA
Statement of Position 94-4-1, Reporting of Investment Contracts Held by Health and Welfare Benefit
Plans and Defined Contribution Pension Plans, as amended,
requires fully benefit-responsive
investment contracts to be reported at fair value in the Plans Statement of Net Assets Available
for Benefits with a corresponding adjustment to reflect these investments at contract value. The
requirements of the FSP have been applied retroactively to the Statement of Net Assets Available
for Benefits as of December 31, 2005, presented for comparative purposes.
Adoption of the FSP had no effect on the Statement of Changes in Net Assets Available for Benefits
for any period presented.
Investment Valuation and Income Recognition
The Plans 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 seven other defined contribution plans sponsored by The
Timken Company. The fair value of the Plans interest in the Master Trust is based on the value of
the Plans interest in the fund plus actual contributions and allocated investment income (loss)
less actual distributions.
The Plans trustee, JP Morgan (Trustee), maintains a collective investment trust of Timken common
shares in which The Timken Companys 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. The valuation per unit of The Timken Company Common Stock Fund was $16.20 and $17.79
at December 31, 2006 and 2005, respectively.
Investments in registered investment companies and common collective funds are valued at the
redemption value of units held at year-end. Participant loans are valued at cost, which
approximates fair value. The fair value of investment contracts is calculated by discounting the
related cash flows based on current yields of similar instruments with comparable durations.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend date.
7
MPB Corporation Employees Savings Plan
Notes to Financial Statements (continued)
2. Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those estimates.
3. Investments
The Trustee holds all the Plans investment assets and executes investment transactions. All
investment assets of the Plan, except for participant loans, are pooled for investment purposes in
the Master Trust.
The following table presents a summary of the investments of the Master Trust as of December 31:
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2006 |
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2005 |
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Investments, at fair value as determined by quoted
market price: |
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The Timken Company Common Stock Fund |
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$ |
328,532,326 |
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$ |
371,273,167 |
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Registered investment companies |
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276,803,386 |
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204,247,230 |
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Common collective funds |
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277,910,070 |
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251,476,932 |
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883,245,782 |
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826,997,329 |
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Investment contracts, at fair value |
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145,405,625 |
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127,627,313 |
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Adjustment from fair value to contract value |
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1,818,969 |
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1,338,233 |
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Investment contracts, at contract value |
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147,224,594 |
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128,965,546 |
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$ |
1,030,470,376 |
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$ |
955,962,875 |
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At December 31, 2006, The Timken Company Common Stock Fund consisted of 20,281,150 units of the
Companys common stock. The Plans interest in the Master Trust was 5.74% as of December 31, 2006.
Investment income relating to the Master Trust is allocated to the individual plans based upon the
average balance invested by each plan in each of the individual funds of the Master Trust.
Investment income for the Master Trust is as follows:
8
MPB Corporation Employees Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
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Year Ended December 31, |
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2006 |
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2005 |
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Net (depreciation) appreciation in fair
value of investments determined by quoted
market price: |
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The Timken Company Common Stock Fund |
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$ |
(29,486,575 |
) |
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$ |
62,912,449 |
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Registered investment companies |
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19,973,017 |
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15,627,808 |
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Common collective funds |
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37,607,507 |
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17,964,100 |
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28,093,949 |
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96,504,357 |
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Net appreciation in investment contracts |
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4,447,290 |
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4,206,220 |
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Interest and dividends |
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19,254,001 |
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11,134,434 |
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Total Master Trust |
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$ |
51,795,240 |
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$ |
111,845,011 |
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4. 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:
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December 31, |
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2006 |
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2005 |
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Investments, at fair value: |
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Interest in Master Trust related to The Timken
Company Common Stock Fund |
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$ |
11,100,235 |
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$ |
10,483,964 |
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Receivables: |
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Participant and Company contribution receivable |
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148,600 |
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157,432 |
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$ |
11,248,835 |
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$ |
10,641,396 |
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9
MPB Corporation Employees Savings Plan
Notes to Financial Statements (continued)
4. Non-Participant-Directed Investments (continued)
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Year Ended |
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December 31, |
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2006 |
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Change in net assets: |
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Net depreciation in fair value of investments |
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$ |
(1,033,589 |
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Dividends |
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215,998 |
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Participant and Company contributions |
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2,306,007 |
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Benefits paid directly to participants |
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(463,820 |
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Expenses |
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(12,921 |
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Transfers to participant-directed accounts |
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(404,236 |
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$ |
607,439 |
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5. Investment Contracts
Investment contracts consist of a global wrap structure, or Stable Value Fund, with three fully
benefit-responsive wrap contracts. The Stable Value Fund provides principal preservation plus
accrued interest through fully benefit-responsive wrap contracts issued by a third party which are
backed by 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 and a specified
interest rate that is guaranteed to the Plan.
As described in Note 2, because the investment contracts are fully benefit-responsive, contract
value is the relevant measurement attribute for that portion of the net assets available for
benefits attributable to the 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.
10
MPB Corporation Employees Savings Plan
Notes to Financial Statements (continued)
5. Investment Contracts (continued)
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 following is a reconciliation of net assets available for benefits per the financial statements
to the Form 5500:
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December 31, 2006 |
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Net assets available for benefits per the
financial statements |
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$ |
61,535,936 |
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Adjustment from contract value to fair value for
fully benefit-responsive investment contracts |
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(116,871 |
) |
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Net assets available for benefits per the Form 5500 |
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$ |
61,419,065 |
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The
following is a reconciliation of investment income per the financial
statements to the Form 5500:
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December 31, 2006 |
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Total
investment income per the financial statements |
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$ |
4,133,759 |
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Adjustment from contract value to fair value for
fully benefit-responsive investment contracts |
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(116,871 |
) |
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Total investment income per the Form 5500 |
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$ |
4,016,888 |
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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.
6. 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.
11
MPB Corporation Employees Savings Plan
Notes to Financial Statements (continued)
7. Income Tax Status
The Plan has received a determination letter from the IRS dated March 27, 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. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is
being operated in compliance with the applicable requirements of the Code and, therefore, believes
that the Plan is qualified and the related trust is tax-exempt.
8. Related-Party Transactions
Related-party transactions included the investments in the common stock of The Timken 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, 2006:
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Shares |
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Dollars |
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Purchased |
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1,912,796 |
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$ |
33,336,551 |
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Issued to participants for payment of benefits |
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82,802 |
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935,591 |
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Dividends received |
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404,143 |
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6,948,308 |
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Benefits paid to participants include payments in Timken common shares valued at quoted market
prices at the date of distribution.
Certain legal and accounting fees and certain administrative expenses relating to the maintenance
of participant records are paid by The Timken Company. Fees paid during the year for services
rendered by parties in interest were based on customary and reasonable rates for such services.
12
MPB Corporation Employees Savings Plan
EIN #22-2134993 Plan #010
Schedule H, Line 4a Schedule of Delinquent Participant Contributions
December 31, 2006
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Total That Constitute |
Participant Contributions |
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Nonexempt Prohibited |
Transferred Late to Plan |
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Transactions |
$3,139
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$3,139 |
13
MPB Corporation Employees Savings Plan
EIN #22-2134993 Plan #010
Schedule H, Line 4i Schedule of Assets
(Held at End of Year)
December 31, 2006
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Description of Investment, |
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Including Maturity Date, |
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Identity of Issue, Borrower, |
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Rate of Interest, Collateral, |
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Current |
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Lessor, or Similar Party |
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Par, or Maturity Value |
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Value |
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Participant notes receivable* |
|
Interest rates ranging from 5.0% to 10.5%
with various maturity dates |
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$ |
1,887,802 |
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*Indicates party in interest to the Plan. |
14
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.
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MPB CORPORATION EMPLOYEES
SAVINGS PLAN |
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Date: June 27, 2007 |
By: |
/s/ Scott A. Scherff
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Scott A. Scherff |
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Assistant Secretary |
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