Fundamental Change to ValuationAs the Board is aware from prior discussions based on our analysis, we presented compelling evidence that a separation of the Steel Business would fundamentally change the way the market values Timken’s businesses. Specifically, the Steel Business would be valued and classified as a “materials” company and the Bearings Business would remain an “industrial” company. Unfortunately, the response we received from and subsequent public statements by management continue to discount the value available to shareholders from a separation of the two businesses. As reasoned in our Schedule 13D, and sustained by a number of analysts and shareholders, management is incorrect in its belief that the existing trading discount will dissipate with improving returns and decreasing volatility in the Steel Business. As we have explained to the Board and as reflected in the sentiment of the analysts cited above, even if such improvements come to fruition, the Company will continue to trade at a discount due to the widely divergent characteristics of the businesses. Management and the market recognize that these two divergent businesses require different working capital, capital investments, business processes, manufacturing techniques, and management talents to achieve optimal performance.
|2013||Pension||2013 EBITDA||Peer||Enterprise||Equity Val.|
|EBITDA*||Addback||Ex. Pension||Multiple||Value||Per Share|
|Value per Share||$71.07|
|*Totals to 2013 FactSet Consensus EBITDA of $861M minus $25M of incremental corporate expense|