On July 29, 2009, The Timken Company (the "Company") and JTEKT Corporation (the "Buyer") entered into a definitive Sale and Purchase Agreement (the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, the Buyer agreed to acquire the Company's Needle Roller Bearings business (the "NRB business"). In connection with the pending sale of the NRB business, the Company is providing an unaudited condensed pro forma consolidated balance sheet as of June 30, 2009 and unaudited condensed pro forma statements of consolidated income for the six months ended June 30, 2009 and the years ended December 31, 2008, December 31, 2007 and December 31, 2006, which are included in Exhibit 99.1 to this Current Report.
The Company had previously disclosed that it expected to incur a pretax loss on the sale of the NRB business of approximately $20 million to $60 million upon completion of such sale. The Company currently expects to incur an after-tax loss on the sale of the NRB business of up to approximately $20 million upon completion of such sale. The change in the expected amount of loss on the sale of the NRB business was primarily due to foreign currency translation adjustments. The expected loss is only an estimate and is subject to change based on final balance sheet amounts and jurisdictional tax computations, as of the effective date of the sale.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Number         Exhibit

99.1           Unaudited condensed pro forma consolidated balance sheet as of
               June 30, 2009 and unaudited condensed pro forma statements of
               consolidated income for the six months ended June 30, 2009 and the
               years ended December 31, 2008, December 31, 2007 and December 31,
               2006