98362--3/13/2006--TIMKEN

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{tax, income, asset}

{operation, international, foreign}

{cost, contract, operation}

{condition, economic, financial}

{cost, regulation, environmental}

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Any change in the operation of our raw material surcharge mechanisms or the availability or cost of raw materials and energy resources could materially affect our earnings. The failure to achieve the anticipated results of our Automotive Group restructuring could materially adversely affect our earnings. The failure to achieve the anticipated results of our Canton bearing operation rationalization initiative could materially adversely affect our earnings. We may incur further impairment and restructuring charges that could negatively affect our profitability. Expiration of antidumping orders may materially adversely affect our business. Any reduction of CDSOA distributions in the future would reduce our earnings. Weakness in any of the industries in which our customers operate, as well as the cyclical nature of our customers businesses generally, could adversely impact our revenues and profitability by reducing demand and margins. Unexpected equipment failures or other disruptions of our operations may increase our costs and reduce our sales and earnings due to production curtailments or shutdowns. The global nature of our business exposes us to foreign currency fluctuations that may affect our asset values, results of operations and competitiveness. Global political instability and other risks of international operations may adversely affect our operating costs, revenues and the price of our products. Underfunding of our pension fund assets has caused and may continue to cause a significant reduction in our shareholders equity. The underfunded status of our pension fund assets will cause us to prepay the funding of our pension obligations which may divert funds from other uses. Strikes or work stoppages by our unionized associates could disrupt our manufacturing operations, reduce our revenues or increase our labor costs.

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98362--3/13/2006--TIMKEN_CO