The Timken Company (TKR) - · PDF fileThe Timken Company (TKR) Why a Separation of...
Transcript of The Timken Company (TKR) - · PDF fileThe Timken Company (TKR) Why a Separation of...
The Timken Company (TKR)
Why a Separation of Timkens Bearings and Steel
Businesses Can Unlock Significant Shareholder Value
March 1, 2013
The following materials present analysis by Relational Investors LLC (Relational) of a potential
separation of the Timken Companys bearings and steel businesses. This presentation is being provided
by Relational and the California State Teachers' Retirement System (CalSTRS) (collectively, the
Parties) to shareholders, industry participants and other interested parties for informational and
discussion purposes.
This presentation does not constitute an offer to sell or a solicitation of an offer to purchase an interest in
Relational, or any of its affiliated funds; nor does it constitute nor should it be considered as investment
advice or a solicitation for investment advisory services offered by Relational. This presentation is not
intended to serve as the basis for any investment decision.
Except as otherwise indicated herein, the information provided is based on matters as they exist as of the
date of preparation and not as of any future date, and will not be updated or otherwise revised to reflect
information that subsequently becomes available, or circumstances existing or changes occurring after
the date hereof. Certain economic and market information contained herein has been obtained from
published sources prepared by other parties. While such sources are believed to be reliable, the Parties
and their respective affiliates assume no responsibility for and have not verified such information and do
not represent that such information is accurate or complete. Statements contained in this presentation
that are not historical facts are based on current expectations, estimates, projections, opinions, and/or
beliefs of the Parties. Due to various risks and uncertainties, actual events or results may differ materially
from those reflected in such opinions. This presentation should be read with reference to any and all
footnotes and the Appendix.
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Disclaimer
Relational Investors: Overview
Relational Investors LLC (Relational), founded in 1996, is a privately held, $5 billion
asset management firm and registered investment adviser. Relational manages a
concentrated portfolio on behalf of some of the largest public pensions funds in the
world.
Relational invests in publicly traded companies that it believes are undervalued in the
marketplace. The firm seeks to engage the management, board of directors, and
shareholders of its portfolio companies in a constructive dialogue designed to build a
consensus for positive change to improve shareholder value. Major projects involve a
2-5 year investment horizon.
Relationals investment team has advised boards and executives and/or served as
principals of 120 investments involving strategic planning, capital allocation, business
solution optimization and/or corporate governance challenges. Its members have
served on boards of 24 public companies and as Chairman of four public companies,
including five Fortune 100 and 11 Fortune 500 companies. Additionally, its members
have chaired and served on all major types of board committees, including multiple
special committees involving change of control, executive searches, and internal
investigations.
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The California State Teachers Retirement System (CalSTRS), with a portfolio
valued at $161.4 billion as of January 31, 2013, is the largest educator-only pension
fund in the world. CalSTRS administers a hybrid retirement system, consisting of
traditional defined benefit, cash balance and voluntary defined contribution plans,
as well as disability and survivor benefits. CalSTRS serves California's 862,000
public school educators and their families from the states 1,600 school districts,
county offices of education and community college districts.
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CalSTRS: Overview
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Why Relational Invested in Timken
Timkens share price does not reflect the indicated trading values of the Companys Bearings and Steel businesses
Clear path to remove share price discount by separating the Steel business to allow the market to independently value Timkens Bearings and Steel businesses
Successful transformation of Bearings business, which now generates high returns and significant cash flows
Steel business is specialized and has superior financial characteristics with upside opportunities
Why CalSTRS Became Active in TKR
CalSTRS has been a shareholder of Timken for over 15 years
Large passively managed portfolio ensures CalSTRS will continue to hold stakes in separated companies indefinitely
The long-term nature of CalSTRS liabilities, and its responsibilities as a fiduciary to its members, makes the fund keenly interested in governance issues and ensuring that the businesses are optimally presented to the marketplace
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Separation is a Sound Business Strategy
Valuation discount versus peers is significant, reflecting the markets clear preference for pure-play bearings or steel alternatives
Performing through a cycle, as the company suggests, will not correct this discount
Soft synergies, including joint research and selling, can be retained and are negligible when compared to the market discount
Social impact of separation are insignificant
Timken name survives on both companies
Timken family ownership/Board representation continues at both companies
Separation supports continued compensation of Chairman at Specialty Steel company
Both company headquarters can remain in Canton
Pension will be fully funded by the end of 2013
We do not intend or advocate any change in employment levels at Timkens steel or
bearings operations
6 1 As stated by CFO Glenn Eisenberg, 1/24/13
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Under Including Pension
Credit Funded Net Debt/ Net Debt/ Net Debt/ Net Debt/ Interest
Mkt. Cap Debt Rating Pension Cash EBITDA Mkt. Cap. Equity Total Cap. Coverage
Current TKR $5,096 $479 BBB- $770 $618 0.7x 12% 28% 22% 21.8x
Bearing Peers
SKF $11,030 $2,410 A- $1,480 $1,268 1.6x 24% 76% 43% 14.4x
TKR Bearings* $4,917 $479 $ -- $98 0.6x 8% 20% 17% 14.5x
Implied Debt Capacity $690 1.6x
Steel Peers
CRS $2,467 $406 BBB $644 $63 2.1x 40% 83% 45% 15.2x
ATI $3,219 $1,480 BBB- $1,077 $305 3.4x 70% 91% 48% 5.4x
STLD $3,238 $2,202 BB+ $ -- $407 2.3x 55% 75% 43% 3.3x
NUE $13,928 $3,660 A $ -- $1,157 1.1x 18% 33% 25% 8.5x
Average 2.2x 46% 70% 40% 8.1x
TKR Steel* $1,291 $ -- $372 $189 0.7x 14% 49% 33% N/A
Implied Debt Capacity $343 2.2x
Total Debt Capacity $1,034
Post-Spin Credit Metrics are Favorable vs. Peers, Creating a Liquidity Cushion
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After fully funding all major CapEx projects, pension liabilities and deal fees, Timkens separated
businesses have additional debt capacity of over $1B to reach average peer capital structures,
providing an ample liquidity cushion for each business * 2013 year-end pro-forma estimates. Source: Bloomberg, company filings, and RI estimates. All Amounts in $Millions. Peers include SKF AB, Carpenter, Allegheny, Steel Dynamics, and Nucor 1 Since the Company has stated that the pension will be fully funded in 2013, the only remaining liability is OPEB
1
Profitability of Bearings Business is Now Best in Class
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--
2%
4%
6%
8%
10%
12%
14%
16%
2006A 2007A 2008A 2009A 2010A 2011A 2012A
EBIT
Mar
gin
TKR Bearings SKF NSK NTN
Source: Bloomberg and company filings.
Note: TKR Bearings margins include allocated corporate expense.
Note: Peer group includes : SKF AB (SS:SKFB), NSK Ltd (JT:6471), and NTN Corp (JT:6472).
Steel Business Adds Volatility to Timkens Margins
9 Source: Bloomberg and company filings.
Note: TKR segment margins do not include allocated corporate expense.
-30%
-20%
-10%
0%
10%
20%
30%
EBIT
Mar
gin
Bearings Steel
In November 2012 13D, Relational Showed Potential For 54% Relative Outperformance
10 See Appendix for Assumptions. Source: Bloomberg, Company Filings, and RI Assumptions. 2012 and 2013 TKR segment revenue and EBITDA are based on available analyst estimates and RI projections and aggregate to
total company consensus estimates. $735m pension liability based on company statements at Jefferies Conference on 8/8/12. Assumes Spin Date of 1/1/2013. Pension Addback = (Expected Pension Expense Service Cost)
The valuation discount is significant when compared to soft synergies of joint research and sales
EV/EBITDA Valuation
2013 Pension 2013 EBITDA Enterprise Equity Val.
EBITDA Addback Ex. Pension Multiple Value Per Share
Bearings $700 $47 $748 7.1x $5,308 $47.24
Steel $304 $18 $321 6.2x $1,993 $17.74
Total $1,004 $65 $1,06