x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
|
|
06-0247840
|
(State of incorporation)
|
|
|
(I.R.S. Employer Identification No.)
|
|
123 Main Street, Bristol, Connecticut
|
|
|
06010
|
|
(Address of Principal Executive Office)
|
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 Par Value
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
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Page
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Part I
|
|
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Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
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||
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Part II
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|
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Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
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||
Item 9B.
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||
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Part III
|
|
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Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
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||
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Part IV
|
|
|
Item 15.
|
(1)
|
As used in this annual report, “Company,” “Barnes Group,” “we” and “ours” refer to the registrant and its consolidated subsidiaries except where the context requires otherwise, and “Industrial” and “Aerospace” refer to the registrant’s segments, not to separate corporate entities.
|
(a)
|
Market Information
|
|
|
2013
|
||||||||||
|
|
Low
|
|
High
|
|
Dividends
|
||||||
Quarter ended March 31
|
|
$
|
21.84
|
|
|
$
|
29.20
|
|
|
$
|
0.10
|
|
Quarter ended June 30
|
|
26.33
|
|
|
32.35
|
|
|
0.10
|
|
|||
Quarter ended September 30
|
|
30.14
|
|
|
35.71
|
|
|
0.11
|
|
|||
Quarter ended December 31
|
|
34.48
|
|
|
38.56
|
|
|
0.11
|
|
|
|
2012
|
||||||||||
|
|
Low
|
|
High
|
|
Dividends
|
||||||
Quarter ended March 31
|
|
$
|
23.99
|
|
|
$
|
28.35
|
|
|
$
|
0.10
|
|
Quarter ended June 30
|
|
22.30
|
|
|
28.63
|
|
|
0.10
|
|
|||
Quarter ended September 30
|
|
21.62
|
|
|
26.38
|
|
|
0.10
|
|
|||
Quarter ended December 31
|
|
19.71
|
|
|
25.53
|
|
|
0.10
|
|
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
BGI
|
|
$100.00
|
|
$120.94
|
|
$150.72
|
|
$178.47
|
|
$169.10
|
|
$292.37
|
S&P 600
|
|
$100.00
|
|
$125.57
|
|
$158.60
|
|
$160.22
|
|
$186.37
|
|
$263.37
|
Russell 2000
|
|
$100.00
|
|
$127.19
|
|
$161.33
|
|
$154.60
|
|
$179.87
|
|
$249.70
|
(c)
|
Issuer Purchases of Equity Securities
|
Period
|
|
Total Number
of Shares (or Units)
Purchased
|
|
Average Price
Paid Per Share
(or Unit)
|
|
Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs
(2)
|
|||||
October 1-31, 2013
|
|
756
|
|
|
$
|
34.89
|
|
|
—
|
|
|
2,649,303
|
|
November 1-30, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,649,303
|
|
December 1-31, 2013
|
|
500
|
|
|
$
|
37.05
|
|
|
—
|
|
|
2,649,303
|
|
Total
|
|
1,256
|
|
(1)
|
$
|
35.75
|
|
|
—
|
|
|
|
(1)
|
All acquisitions of equity securities during the fourth quarter of 2013 were the result of the operation of the terms of the Company's stockholder-approved equity compensation plans and the terms of the equity rights granted pursuant to those plans to pay for the related income tax upon issuance of shares. The purchase price of a share of stock used for tax withholding is the market price on the date of issuance.
|
(2)
|
The program was publicly announced on October 20, 2011 (the "2011 Program") authorizing repurchase of up to 5.0 million shares of common stock. At December 31, 2012, 3.8 million shares of common stock had not been purchased under the 2011 Program. On February 21, 2013, the Board of Directors of the Company increased the number of shares authorized for repurchase under the 2011 Program by 1.2 million shares of common stock. The 2011 Program permits open market purchases, purchases under a Rule 10b5-1 trading plan and privately negotiated transactions.
|
|
2013
(5)(7)
|
|
2012
(6)(7)
|
|
2011
(7)
|
|
2010
(7)
|
|
2009
(7)
|
||||||||||
Per common share
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.34
|
|
|
$
|
1.46
|
|
|
$
|
1.36
|
|
|
$
|
0.86
|
|
|
$
|
0.66
|
|
Diluted
|
1.31
|
|
|
1.44
|
|
|
1.34
|
|
|
0.85
|
|
|
0.66
|
|
|||||
Net income
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
5.02
|
|
|
1.74
|
|
|
1.17
|
|
|
0.96
|
|
|
0.72
|
|
|||||
Diluted
|
4.92
|
|
|
1.72
|
|
|
1.16
|
|
|
0.95
|
|
|
0.72
|
|
|||||
Dividends declared and paid
|
0.42
|
|
|
0.40
|
|
|
0.34
|
|
|
0.32
|
|
|
0.48
|
|
|||||
Stockholders’ equity (at year-end)
|
21.17
|
|
|
14.76
|
|
|
13.29
|
|
|
13.23
|
|
|
12.5
|
|
|||||
Stock price (at year-end)
|
38.31
|
|
|
22.46
|
|
|
24.11
|
|
|
20.67
|
|
|
16.90
|
|
|||||
For the year
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,091,566
|
|
|
$
|
928,780
|
|
|
$
|
865,078
|
|
|
$
|
741,741
|
|
|
$
|
649,644
|
|
Operating income
|
123,201
|
|
|
107,131
|
|
|
101,579
|
|
|
76,446
|
|
|
51,168
|
|
|||||
As a percent of net sales
|
11.3
|
%
|
|
11.5
|
%
|
|
11.7
|
%
|
|
10.3
|
%
|
|
7.9
|
%
|
|||||
Income from continuing operations
|
$
|
72,321
|
|
|
$
|
79,830
|
|
|
$
|
74,955
|
|
|
$
|
47,784
|
|
|
$
|
35,762
|
|
As a percent of net sales
|
6.6
|
%
|
|
8.6
|
%
|
|
8.7
|
%
|
|
6.4
|
%
|
|
5.5
|
%
|
|||||
Net income
|
$
|
270,527
|
|
|
$
|
95,249
|
|
|
$
|
64,715
|
|
|
$
|
53,278
|
|
|
$
|
39,001
|
|
As a percent of net sales
|
24.8
|
%
|
|
10.3
|
%
|
|
7.5
|
%
|
|
7.2
|
%
|
|
6.0
|
%
|
|||||
As a percent of average stockholders’ equity
(2)
|
28.3
|
%
|
|
12.6
|
%
|
|
8.4
|
%
|
|
7.7
|
%
|
|
6.2
|
%
|
|||||
Depreciation and amortization
|
$
|
65,052
|
|
|
$
|
57,360
|
|
|
$
|
58,904
|
|
|
$
|
52,770
|
|
|
$
|
51,487
|
|
Capital expenditures
|
57,304
|
|
|
37,787
|
|
|
37,082
|
|
|
28,759
|
|
|
30,502
|
|
|||||
Weighted average common shares outstanding – basic
|
53,860
|
|
|
54,626
|
|
|
55,215
|
|
|
55,260
|
|
|
53,880
|
|
|||||
Weighted average common shares outstanding – diluted
|
54,973
|
|
|
55,224
|
|
|
55,932
|
|
|
55,925
|
|
|
54,206
|
|
|||||
Year-end financial position
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
276,878
|
|
|
$
|
418,645
|
|
|
$
|
332,316
|
|
|
$
|
167,344
|
|
|
$
|
213,392
|
|
Goodwill
|
649,697
|
|
|
579,905
|
|
|
366,104
|
|
|
384,241
|
|
|
373,564
|
|
|||||
Other intangible assets, net
|
534,293
|
|
|
383,972
|
|
|
272,092
|
|
|
290,798
|
|
|
303,689
|
|
|||||
Property, plant and equipment, net
|
302,558
|
|
|
233,097
|
|
|
210,784
|
|
|
218,434
|
|
|
224,963
|
|
|||||
Total assets
|
2,123,673
|
|
|
1,868,596
|
|
|
1,440,365
|
|
|
1,403,257
|
|
|
1,351,990
|
|
|||||
Long-term debt and notes payable
|
547,424
|
|
|
646,613
|
|
|
346,052
|
|
|
357,718
|
|
|
351,468
|
|
|||||
Stockholders’ equity
|
1,141,414
|
|
|
800,118
|
|
|
722,400
|
|
|
712,119
|
|
|
684,713
|
|
|||||
Debt as a percent of total capitalization
(3)
|
32.4
|
%
|
|
44.7
|
%
|
|
32.4
|
%
|
|
33.4
|
%
|
|
33.9
|
%
|
|||||
Statistics
|
|
|
|
|
|
|
|
|
|
||||||||||
Employees at year-end
(4)
|
4,331
|
|
|
3,795
|
|
|
3,019
|
|
|
2,797
|
|
|
2,732
|
|
(1)
|
Income from continuing operations and net income per common share are based on the weighted average common shares outstanding during each year. Stockholders’ equity per common share is calculated based on actual common shares outstanding at the end of each year.
|
(2)
|
Average stockholders' equity is calculated based on the month-end stockholders equity balances between December 31, 2012 and December 31, 2013 (13 month average).
|
(3)
|
Debt includes all interest-bearing debt and total capitalization includes interest-bearing debt and stockholders’ equity.
|
(4)
|
The number of employees at each year-end includes employees of continuing operations and excludes prior employees of the discontinued operations.
|
(5)
|
During 2013, the Company completed the acquisition of the Männer Business. The results of the Männer Business, from the acquisition on October 31, 2013, have been included within the Company's Consolidated Financial Statements for the period ended December 31, 2013.
|
(6)
|
During 2012, the Company completed the acquisition of Synventive Molding Solutions ("Synventive"). The results of Synventive, from the acquisition on August 27, 2012, have been included within the Company's Consolidated Financial Statements for the period ended December 31, 2012.
|
(7)
|
During 2013, the Company sold the Barnes Distribution North America business within the segment formerly referred to as Distribution. During 2011, the Company sold the Barnes Distribution Europe business within the segment formerly referred to as Logistics and Manufacturing Services.
|
($ in millions)
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|
2011
|
|||||||||
Industrial
|
|
$
|
687.6
|
|
|
$
|
538.3
|
|
|
$
|
149.3
|
|
|
27.7
|
%
|
|
$
|
482.6
|
|
Aerospace
|
|
404.0
|
|
|
390.5
|
|
|
13.5
|
|
|
3.5
|
%
|
|
382.5
|
|
||||
Intersegment sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
||||
Total
|
|
$
|
1,091.6
|
|
|
$
|
928.8
|
|
|
$
|
162.8
|
|
|
17.5
|
%
|
|
$
|
865.1
|
|
($ in millions)
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|
2011
|
|||||||||
Cost of sales
|
|
$
|
738.2
|
|
|
$
|
655.7
|
|
|
$
|
82.5
|
|
|
12.6
|
%
|
|
$
|
615.3
|
|
% sales
|
|
67.6
|
%
|
|
70.6
|
%
|
|
|
|
|
|
71.1
|
%
|
||||||
Gross profit
(1)
|
|
$
|
353.4
|
|
|
$
|
273.1
|
|
|
$
|
80.3
|
|
|
29.4
|
%
|
|
$
|
249.7
|
|
% sales
|
|
32.4
|
%
|
|
29.4
|
%
|
|
|
|
|
|
28.9
|
%
|
||||||
Selling and administrative expenses
|
|
$
|
230.2
|
|
|
$
|
166.0
|
|
|
$
|
64.2
|
|
|
38.7
|
%
|
|
$
|
148.2
|
|
% sales
|
|
21.1
|
%
|
|
17.9
|
%
|
|
|
|
|
|
17.1
|
%
|
||||||
Operating income
|
|
$
|
123.2
|
|
|
$
|
107.1
|
|
|
$
|
16.1
|
|
|
15.0
|
%
|
|
$
|
101.6
|
|
% sales
|
|
11.3
|
%
|
|
11.5
|
%
|
|
|
|
|
|
11.7
|
%
|
(1)
|
Sales less cost of sales
|
(in millions, except per share)
|
|
2013
|
|
2012
|
|
Change
|
|
% Change
|
|
2011
|
|||||||||
Income from continuing operations
|
|
$
|
72.3
|
|
|
$
|
79.8
|
|
|
$
|
(7.5
|
)
|
|
(9.4
|
)%
|
|
$
|
75.0
|
|
Income (loss) from discontinued operations, net of income taxes
|
|
198.2
|
|
|
15.4
|
|
|
182.8
|
|
|
NM
|
|
|
(10.2
|
)
|
||||
Net income
|
|
$
|
270.5
|
|
|
$
|
95.2
|
|
|
$
|
175.3
|
|
|
NM
|
|
|
$
|
64.7
|
|
Per common share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations
|
|
$
|
1.34
|
|
|
$
|
1.46
|
|
|
$
|
(0.12
|
)
|
|
(8.2
|
)%
|
|
$
|
1.36
|
|
Income (loss) from discontinued operations, net of income taxes
|
|
3.68
|
|
|
0.28
|
|
|
3.40
|
|
|
NM
|
|
|
(0.19
|
)
|
||||
Net income
|
|
$
|
5.02
|
|
|
$
|
1.74
|
|
|
$
|
3.28
|
|
|
NM
|
|
|
$
|
1.17
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations
|
|
$
|
1.31
|
|
|
$
|
1.44
|
|
|
$
|
(0.13
|
)
|
|
(9.0
|
)%
|
|
$
|
1.34
|
|
Income (loss) from discontinued operations, net of income taxes
|
|
3.61
|
|
|
0.28
|
|
|
3.33
|
|
|
NM
|
|
|
(0.18
|
)
|
||||
Net income
|
|
$
|
4.92
|
|
|
$
|
1.72
|
|
|
$
|
3.20
|
|
|
NM
|
|
|
$
|
1.16
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
|
53.9
|
|
|
54.6
|
|
|
(0.8
|
)
|
|
(1.4
|
)%
|
|
55.2
|
|
||||
Diluted
|
|
55.0
|
|
|
55.2
|
|
|
(0.3
|
)
|
|
(0.5
|
)%
|
|
55.9
|
|
($ in millions)
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|
2011
|
|||||||||
Sales
|
|
$
|
687.6
|
|
|
$
|
538.3
|
|
|
$
|
149.3
|
|
|
27.7
|
%
|
|
$
|
482.6
|
|
Operating profit
|
|
71.9
|
|
|
49.3
|
|
|
22.6
|
|
|
46.0
|
%
|
|
45.8
|
|
||||
Operating margin
|
|
10.5
|
%
|
|
9.1
|
%
|
|
|
|
|
|
9.5
|
%
|
($ in millions)
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|
2011
|
|||||||||
Sales
|
|
$
|
404.0
|
|
|
$
|
390.5
|
|
|
$
|
13.5
|
|
|
3.5
|
%
|
|
$
|
382.5
|
|
Operating profit
|
|
51.3
|
|
|
57.9
|
|
|
(6.6
|
)
|
|
(11.3
|
)%
|
|
55.7
|
|
||||
Operating margin
|
|
12.7
|
%
|
|
14.8
|
%
|
|
|
|
|
|
14.6
|
%
|
($ in millions)
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|
2011
|
|||||||||
Operating activities
|
|
$
|
10.1
|
|
|
$
|
136.4
|
|
|
$
|
(126.3
|
)
|
|
(92.6
|
)%
|
|
$
|
121.0
|
|
Investing activities
|
|
157.4
|
|
|
(332.8
|
)
|
|
490.3
|
|
|
NM
|
|
|
(30.6
|
)
|
||||
Financing activities
|
|
(182.8
|
)
|
|
219.3
|
|
|
(402.1
|
)
|
|
NM
|
|
|
(40.2
|
)
|
||||
Exchange rate effect
|
|
(0.2
|
)
|
|
1.0
|
|
|
(1.2
|
)
|
|
NM
|
|
|
(1.2
|
)
|
||||
(Decrease) increase in cash
|
|
$
|
(15.5
|
)
|
|
$
|
23.9
|
|
|
$
|
(39.4
|
)
|
|
NM
|
|
|
$
|
49.1
|
|
|
2013
|
||
Net income
|
$
|
270.5
|
|
Add back:
|
|
||
Interest expense
|
13.1
|
|
|
Income taxes
|
35.3
|
|
|
Depreciation and amortization
|
65.1
|
|
|
Income from discontinued operations, net of income taxes
|
(198.2
|
)
|
|
Adjustment for non-cash stock based compensation
|
17.6
|
|
|
Adjustment for acquired businesses
|
30.9
|
|
|
Other adjustments
|
2.5
|
|
|
Consolidated EBITDA, as defined
|
$
|
236.7
|
|
|
|
||
Consolidated Senior Debt, as defined, as of December 31, 2013
|
$
|
492.5
|
|
Ratio of Consolidated Senior Debt to Consolidated EBITDA
|
2.08
|
|
|
Maximum
|
3.50
|
|
|
Consolidated Total Debt, as defined, as of December 31, 2013
|
$
|
548.2
|
|
Ratio of Consolidated Total Debt to Consolidated EBITDA
|
2.32
|
|
|
Maximum
|
4.25
|
|
|
Consolidated Cash Interest Expense, as defined, as of December 31, 2013
|
$
|
13.0
|
|
Ratio of Consolidated EBITDA to Consolidated Cash Interest Expense
|
17.89
|
|
|
Minimum
|
4.25
|
|
($ in millions)
|
|
Total
|
|
Less Than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
Long-term debt obligations
(1)
|
|
$
|
548.2
|
|
|
$
|
57.8
|
|
|
$
|
1.6
|
|
|
$
|
488.8
|
|
|
$
|
—
|
|
Estimated interest payments under long-term obligations
(2)
|
|
31.0
|
|
|
7.0
|
|
|
12.9
|
|
|
11.1
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
20.3
|
|
|
8.6
|
|
|
7.2
|
|
|
1.6
|
|
|
2.9
|
|
|||||
Purchase obligations
(3)
|
|
133.7
|
|
|
131.5
|
|
|
2.0
|
|
|
0.2
|
|
|
—
|
|
|||||
Expected pension contributions
(4)
|
|
7.4
|
|
|
7.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Expected benefit payments – other postretirement benefit plans
(5)
|
|
38.8
|
|
|
4.7
|
|
|
8.4
|
|
|
8.4
|
|
|
17.3
|
|
|||||
Total
|
|
$
|
779.4
|
|
|
$
|
217.0
|
|
|
$
|
32.1
|
|
|
$
|
510.1
|
|
|
$
|
20.2
|
|
(1)
|
Long-term debt obligations represent the required principal payments under such agreements and exclude the debt discount related to convertible notes.
|
(2)
|
Interest payments under long-term debt obligations have been estimated based on the borrowings outstanding and market interest rates as of December 31, 2013.
|
(3)
|
The amounts do not include purchase obligations reflected as current liabilities on the consolidated balance sheet. The purchase obligation amount includes all outstanding purchase orders as of the balance sheet date as well as the minimum contractual obligation or termination penalty under other contracts.
|
(4)
|
The amount included in “Less Than 1 Year” reflects anticipated contributions to the Company’s various pension plans. Anticipated contributions beyond one year are not determinable.
|
(5)
|
The amounts reflect anticipated future benefit payments under the Company’s various other postretirement benefit plans based on current actuarial assumptions. Expected benefit payments do not extend beyond 2023. See Note 11 of the Consolidated Financial Statements.
|
|
|
Target
Asset
Mix %
|
|
Annual Return %
|
|||
|
|
Historical
(1)
|
|
Long-
Term
Projection
|
|||
Asset class
|
|
|
|
|
|
|
|
Large cap growth
|
|
17
|
|
|
10.3
|
|
9.9
|
Large cap value
|
|
17
|
|
|
11.5
|
|
11.0
|
Mid cap equity
|
|
12
|
|
|
12.4
|
|
12.0
|
Small cap growth
|
|
7
|
|
|
7.8
|
|
7.3
|
Small cap value
|
|
7
|
|
|
11.5
|
|
11.4
|
Non-U.S. equity
|
|
10
|
|
|
9.9
|
|
8.4
|
Real estate-related
|
|
5
|
|
|
11.0
|
|
9.0
|
Fixed income
|
|
20
|
|
|
7.7
|
|
6.5
|
Cash
|
|
5
|
|
|
4.4
|
|
3.1
|
Weighted average
|
|
|
|
10.4
|
|
9.0
|
(1)
|
Historical returns based on the life of the respective index, approximately 30 years.
|
|
|
2013
|
|
2012
|
||||
Net income
|
|
$
|
270.5
|
|
|
$
|
95.2
|
|
Add back:
|
|
|
|
|
||||
Interest expense
|
|
13.1
|
|
|
12.2
|
|
||
Income taxes
|
|
156.0
|
|
|
23.3
|
|
||
Depreciation and amortization
|
|
65.1
|
|
|
57.4
|
|
||
EBITDA
|
|
504.7
(1)
|
|
|
$
|
188.1
|
|
(1)
|
EBITDA of $504.7 million in 2013 includes a pre-tax gain of $313.7 million related to the sale of BDNA.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
|
$
|
1,091,566
|
|
|
$
|
928,780
|
|
|
$
|
865,078
|
|
Cost of sales
|
|
738,170
|
|
|
655,653
|
|
|
615,331
|
|
|||
Selling and administrative expenses
|
|
230,195
|
|
|
165,996
|
|
|
148,168
|
|
|||
|
|
968,365
|
|
|
821,649
|
|
|
763,499
|
|
|||
Operating income
|
|
123,201
|
|
|
107,131
|
|
|
101,579
|
|
|||
Interest expense
|
|
13,090
|
|
|
12,238
|
|
|
10,271
|
|
|||
Other expense (income), net
|
|
2,537
|
|
|
2,631
|
|
|
333
|
|
|||
Income from continuing operations before income taxes
|
|
107,574
|
|
|
92,262
|
|
|
90,975
|
|
|||
Income taxes
|
|
35,253
|
|
|
12,432
|
|
|
16,020
|
|
|||
Income from continuing operations
|
|
72,321
|
|
|
79,830
|
|
|
74,955
|
|
|||
Income (loss) from discontinued operations, net of income taxes of $120,750, $10,831 and $10,460, respectively (Note 2)
|
|
198,206
|
|
|
15,419
|
|
|
(10,240
|
)
|
|||
Net income
|
|
$
|
270,527
|
|
|
$
|
95,249
|
|
|
$
|
64,715
|
|
Per common share:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
1.34
|
|
|
$
|
1.46
|
|
|
$
|
1.36
|
|
Income (loss) from discontinued operations, net of income taxes
|
|
3.68
|
|
|
0.28
|
|
|
(0.19
|
)
|
|||
Net income
|
|
$
|
5.02
|
|
|
$
|
1.74
|
|
|
$
|
1.17
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
1.31
|
|
|
$
|
1.44
|
|
|
$
|
1.34
|
|
Income (loss) from discontinued operations, net of income taxes
|
|
3.61
|
|
|
0.28
|
|
|
(0.18
|
)
|
|||
Net income
|
|
$
|
4.92
|
|
|
$
|
1.72
|
|
|
$
|
1.16
|
|
Dividends
|
|
$
|
0.42
|
|
|
$
|
0.40
|
|
|
$
|
0.34
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
53,860,308
|
|
|
54,626,453
|
|
|
55,214,586
|
|
|||
Diluted
|
|
54,973,344
|
|
|
55,224,457
|
|
|
55,931,882
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
270,527
|
|
|
$
|
95,249
|
|
|
$
|
64,715
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Unrealized (loss) gain on hedging activities, net of tax (1)
|
(87
|
)
|
|
(635
|
)
|
|
381
|
|
|||
Foreign currency translation adjustments, net of tax (2)
|
19,615
|
|
|
24,678
|
|
|
2,514
|
|
|||
Defined benefit pension and other postretirement benefits, net
of tax (3)
|
73,168
|
|
|
(15,741
|
)
|
|
(41,355
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
92,696
|
|
|
8,302
|
|
|
(38,460
|
)
|
|||
Total comprehensive income
|
$
|
363,223
|
|
|
$
|
103,551
|
|
|
$
|
26,255
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
70,856
|
|
|
$
|
86,356
|
|
Accounts receivable, less allowances (2013 – $3,438; 2012 – $2,858)
|
|
258,664
|
|
|
253,202
|
|
||
Inventories
|
|
211,246
|
|
|
226,220
|
|
||
Deferred income taxes
|
|
18,226
|
|
|
33,906
|
|
||
Prepaid expenses and other current assets
|
|
18,204
|
|
|
18,856
|
|
||
Total current assets
|
|
577,196
|
|
|
618,540
|
|
||
Deferred income taxes
|
|
2,314
|
|
|
29,961
|
|
||
Property, plant and equipment, net
|
|
302,558
|
|
|
233,097
|
|
||
Goodwill
|
|
649,697
|
|
|
579,905
|
|
||
Other intangible assets, net
|
|
534,293
|
|
|
383,972
|
|
||
Other assets
|
|
57,615
|
|
|
23,121
|
|
||
Total assets
|
|
$
|
2,123,673
|
|
|
$
|
1,868,596
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Notes and overdrafts payable
|
|
$
|
1,074
|
|
|
$
|
3,795
|
|
Accounts payable
|
|
88,721
|
|
|
99,037
|
|
||
Accrued liabilities
|
|
154,514
|
|
|
96,364
|
|
||
Long-term debt – current
|
|
56,009
|
|
|
699
|
|
||
Total current liabilities
|
|
300,318
|
|
|
199,895
|
|
||
Long-term debt
|
|
490,341
|
|
|
642,119
|
|
||
Accrued retirement benefits
|
|
80,884
|
|
|
159,103
|
|
||
Deferred income taxes
|
|
94,506
|
|
|
48,707
|
|
||
Other liabilities
|
|
16,210
|
|
|
18,654
|
|
||
Commitments and contingencies (Note 20)
|
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
||||
Common stock – par value $0.01 per share
|
|
|
|
|
||||
Authorized: 150,000,000 shares
|
|
|
|
|
||||
Issued: at par value (2013 – 60,306,128 shares; 2012 – 59,202,029 shares)
|
|
603
|
|
|
592
|
|
||
Additional paid-in capital
|
|
390,347
|
|
|
332,588
|
|
||
Treasury stock, at cost (2013 – 6,389,267 shares; 2012 – 4,999,556 shares)
|
|
(156,649
|
)
|
|
(99,756
|
)
|
||
Retained earnings
|
|
881,169
|
|
|
633,446
|
|
||
Accumulated other non-owner changes to equity
|
|
25,944
|
|
|
(66,752
|
)
|
||
Total stockholders’ equity
|
|
1,141,414
|
|
|
800,118
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
2,123,673
|
|
|
$
|
1,868,596
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
270,527
|
|
|
$
|
95,249
|
|
|
$
|
64,715
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
65,052
|
|
|
57,360
|
|
|
58,904
|
|
|||
Amortization of convertible debt discount
|
|
2,391
|
|
|
2,211
|
|
|
2,158
|
|
|||
Gain on disposition of property, plant and equipment
|
|
(887
|
)
|
|
(178
|
)
|
|
(379
|
)
|
|||
Stock compensation expense
|
|
18,128
|
|
|
8,819
|
|
|
8,319
|
|
|||
Withholding taxes paid on stock issuances
|
|
(2,090
|
)
|
|
(1,150
|
)
|
|
(1,124
|
)
|
|||
(Gain) loss on the sale of businesses
|
|
(313,708
|
)
|
|
886
|
|
|
26,709
|
|
|||
Changes in assets and liabilities, net of the effects of acquisitions/divestitures:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(23,764
|
)
|
|
(4,160
|
)
|
|
(24,707
|
)
|
|||
Inventories
|
|
2,079
|
|
|
5,404
|
|
|
(12,384
|
)
|
|||
Prepaid expenses and other current assets
|
|
(2,172
|
)
|
|
(4,341
|
)
|
|
59
|
|
|||
Accounts payable
|
|
2,384
|
|
|
(5,493
|
)
|
|
615
|
|
|||
Accrued liabilities
|
|
(9,891
|
)
|
|
(9,746
|
)
|
|
10,645
|
|
|||
Deferred income taxes
|
|
3,412
|
|
|
9,446
|
|
|
5,386
|
|
|||
Long-term retirement benefits
|
|
(642
|
)
|
|
(16,438
|
)
|
|
(18,367
|
)
|
|||
Other
|
|
(729
|
)
|
|
(1,492
|
)
|
|
475
|
|
|||
Net cash provided by operating activities
|
|
10,090
|
|
|
136,377
|
|
|
121,024
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Proceeds from disposition of property, plant and equipment
|
|
1,767
|
|
|
854
|
|
|
3,620
|
|
|||
Proceeds from (payments for) the sale of businesses
|
|
538,942
|
|
|
(438
|
)
|
|
22,492
|
|
|||
Change (investment) in restricted cash
|
|
—
|
|
|
4,900
|
|
|
(11,664
|
)
|
|||
Capital expenditures
|
|
(57,304
|
)
|
|
(37,787
|
)
|
|
(37,082
|
)
|
|||
Business acquisitions, net of cash acquired
|
|
(307,264
|
)
|
|
(296,560
|
)
|
|
(3,495
|
)
|
|||
Component Repair Program payments
|
|
(16,639
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(2,058
|
)
|
|
(3,776
|
)
|
|
(4,483
|
)
|
|||
Net cash provided (used) by investing activities
|
|
157,444
|
|
|
(332,807
|
)
|
|
(30,612
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Net change in other borrowings
|
|
(2,753
|
)
|
|
(8,852
|
)
|
|
7,168
|
|
|||
Payments on long-term debt
|
|
(555,195
|
)
|
|
(114,411
|
)
|
|
(411,661
|
)
|
|||
Proceeds from the issuance of long-term debt
|
|
450,253
|
|
|
376,000
|
|
|
392,390
|
|
|||
Premium paid on convertible debt redemption
|
|
—
|
|
|
—
|
|
|
(9,803
|
)
|
|||
Proceeds from the issuance of common stock
|
|
13,491
|
|
|
7,061
|
|
|
28,579
|
|
|||
Common stock repurchases
|
|
(68,608
|
)
|
|
(19,037
|
)
|
|
(34,066
|
)
|
|||
Dividends paid
|
|
(22,422
|
)
|
|
(21,662
|
)
|
|
(18,629
|
)
|
|||
Excess tax benefit on stock awards
|
|
3,899
|
|
|
1,438
|
|
|
8,056
|
|
|||
Other
|
|
(1,472
|
)
|
|
(1,261
|
)
|
|
(2,229
|
)
|
|||
Net cash (used) provided by financing activities
|
|
(182,807
|
)
|
|
219,276
|
|
|
(40,195
|
)
|
|||
Effect of exchange rate changes on cash flows
|
|
(227
|
)
|
|
1,005
|
|
|
(1,162
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(15,500
|
)
|
|
23,851
|
|
|
49,055
|
|
|||
Cash and cash equivalents at beginning of year
|
|
86,356
|
|
|
62,505
|
|
|
13,450
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
70,856
|
|
|
$
|
86,356
|
|
|
$
|
62,505
|
|
|
|
Common
Stock
(Number of
Shares)
|
|
Common
Stock
(Amount)
|
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
(Number of
Shares)
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Non-Owner
Changes to
Equity
|
|
Total
Stockholders’
Equity
|
||||||||||||||
January 1, 2011
|
|
56,518
|
|
|
$
|
565
|
|
|
$
|
278,287
|
|
|
2,691
|
|
|
$
|
(44,379
|
)
|
|
$
|
514,240
|
|
|
$
|
(36,594
|
)
|
|
$
|
712,119
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
64,715
|
|
|
(38,460
|
)
|
|
26,255
|
|
|||||||||||
Dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
(18,629
|
)
|
|
|
|
(18,629
|
)
|
||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
1,509
|
|
|
(34,066
|
)
|
|
|
|
|
|
(34,066
|
)
|
|||||||||||
Convertible debt redemption, net of tax
|
|
|
|
|
|
(5,238
|
)
|
|
|
|
|
|
|
|
|
|
(5,238
|
)
|
||||||||||||
Employee stock plans
|
|
2,075
|
|
|
21
|
|
|
43,202
|
|
|
54
|
|
|
(1,124
|
)
|
|
(140
|
)
|
|
|
|
41,959
|
|
|||||||
December 31, 2011
|
|
58,594
|
|
|
586
|
|
|
316,251
|
|
|
4,254
|
|
|
(79,569
|
)
|
|
560,186
|
|
|
(75,054
|
)
|
|
722,400
|
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
95,249
|
|
|
8,302
|
|
|
103,551
|
|
|||||||||||
Dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
(21,662
|
)
|
|
|
|
(21,662
|
)
|
||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
700
|
|
|
(19,037
|
)
|
|
|
|
|
|
(19,037
|
)
|
|||||||||||
Employee stock plans
|
|
608
|
|
|
6
|
|
|
16,337
|
|
|
46
|
|
|
(1,150
|
)
|
|
(327
|
)
|
|
|
|
14,866
|
|
|||||||
December 31, 2012
|
|
59,202
|
|
|
592
|
|
|
332,588
|
|
|
5,000
|
|
|
(99,756
|
)
|
|
633,446
|
|
|
(66,752
|
)
|
|
800,118
|
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
270,527
|
|
|
92,696
|
|
|
363,223
|
|
|||||||||||
Dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
(22,422
|
)
|
|
|
|
(22,422
|
)
|
||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
2,351
|
|
|
(68,608
|
)
|
|
|
|
|
|
(68,608
|
)
|
|||||||||||
Männer Acquisition
|
|
|
|
|
|
22,890
|
|
|
(1,032
|
)
|
|
13,805
|
|
|
|
|
|
|
36,695
|
|
||||||||||
Employee stock plans
|
|
1,104
|
|
|
11
|
|
|
34,869
|
|
|
70
|
|
|
(2,090
|
)
|
|
(382
|
)
|
|
|
|
32,408
|
|
|||||||
December 31, 2013
|
|
60,306
|
|
|
$
|
603
|
|
|
$
|
390,347
|
|
|
6,389
|
|
|
$
|
(156,649
|
)
|
|
$
|
881,169
|
|
|
$
|
25,944
|
|
|
$
|
1,141,414
|
|
|
2013
|
2012
|
2011
|
||||||
Net sales
|
$
|
93,173
|
|
$
|
301,179
|
|
$
|
415,382
|
|
Income before income taxes
|
5,248
|
|
27,136
|
|
26,929
|
|
|||
Income tax expense
|
2,359
|
|
10,918
|
|
11,041
|
|
|||
Income from operations of discontinued businesses, net of income taxes
|
2,889
|
|
16,218
|
|
15,888
|
|
|||
|
|
|
|
||||||
Gain (loss) on transaction
|
313,708
|
|
(886
|
)
|
(26,709
|
)
|
|||
Income tax expense (benefit) on sale
|
118,391
|
|
(87
|
)
|
(581
|
)
|
|||
Gain (loss) on the sale of businesses, net of income taxes
|
195,317
|
|
(799
|
)
|
(26,128
|
)
|
|||
|
|
|
|
||||||
Income (loss) from discontinued operations, net of income taxes
|
$
|
198,206
|
|
$
|
15,419
|
|
$
|
(10,240
|
)
|
|
Synventive
|
|
Männer Business
|
||||
Accounts Receivable
|
$
|
43,270
|
|
|
$
|
15,329
|
|
Inventories
|
13,392
|
|
|
32,908
|
|
||
Other current assets
|
3,988
|
|
|
423
|
|
||
Property, plant and equipment
|
16,000
|
|
|
63,411
|
|
||
Other noncurrent assets
|
2,841
|
|
|
—
|
|
||
Other intangible assets (Note 6)
|
126,600
|
|
|
146,600
|
|
||
Goodwill (Note 6)
|
203,656
|
|
|
189,486
|
|
||
Total assets acquired
|
409,747
|
|
|
448,157
|
|
||
|
|
|
|
||||
Current liabilities
|
(25,230
|
)
|
|
(57,943
|
)
|
||
Other liabilities
|
(4,130
|
)
|
|
(566
|
)
|
||
Deferred income taxes
|
(38,290
|
)
|
|
(42,495
|
)
|
||
Debt assumed
|
(45,537
|
)
|
|
(3,194
|
)
|
||
Total liabilities assumed
|
(113,187
|
)
|
|
(104,198
|
)
|
||
Net assets acquired
|
$
|
296,560
|
|
|
$
|
343,959
|
|
|
(Unaudited Pro Forma)
|
||||||||
|
2013
|
2012
|
2011
|
||||||
Net sales
|
$
|
1,191,109
|
|
$
|
1,137,437
|
|
$
|
1,012,672
|
|
Income from continuing operations
|
92,343
|
|
88,023
|
|
63,380
|
|
|||
Net income
|
$
|
290,549
|
|
$
|
103,442
|
|
$
|
53,140
|
|
|
|
|
|
||||||
Per common share:
|
|
|
|
||||||
Basic:
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.69
|
|
$
|
1.58
|
|
$
|
1.15
|
|
Net income
|
$
|
5.31
|
|
$
|
1.86
|
|
$
|
0.96
|
|
Diluted:
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.65
|
|
$
|
1.56
|
|
$
|
1.13
|
|
Net income
|
$
|
5.20
|
|
$
|
1.84
|
|
$
|
0.95
|
|
|
|
2013
|
|
2012
|
||||
Finished goods
|
|
$
|
85,033
|
|
|
$
|
126,139
|
|
Work-in-process
|
|
71,982
|
|
|
56,186
|
|
||
Raw materials and supplies
|
|
54,231
|
|
|
43,895
|
|
||
|
|
$
|
211,246
|
|
|
$
|
226,220
|
|
|
|
2013
|
|
2012
|
||||
Land
|
|
$
|
21,935
|
|
|
$
|
15,260
|
|
Buildings
|
|
154,938
|
|
|
127,117
|
|
||
Machinery and equipment
|
|
509,664
|
|
|
492,087
|
|
||
|
|
686,537
|
|
|
634,464
|
|
||
Less accumulated depreciation
|
|
(383,979
|
)
|
|
(401,367
|
)
|
||
|
|
$
|
302,558
|
|
|
$
|
233,097
|
|
|
Industrial
|
|
Aerospace
|
|
Other
|
|
Total
Company
|
||||||||
January 1, 2012
|
$
|
200,636
|
|
|
$
|
30,786
|
|
|
$
|
134,682
|
|
|
$
|
366,104
|
|
Goodwill acquired
|
201,029
|
|
|
—
|
|
|
—
|
|
|
201,029
|
|
||||
Foreign currency translation
|
12,579
|
|
|
—
|
|
|
193
|
|
|
12,772
|
|
||||
December 31, 2012
|
414,244
|
|
|
30,786
|
|
|
134,875
|
|
|
579,905
|
|
||||
Goodwill acquired
|
189,486
|
|
|
—
|
|
|
—
|
|
|
189,486
|
|
||||
Divestiture
|
—
|
|
|
—
|
|
|
(134,704
|
)
|
|
(134,704
|
)
|
||||
Purchase accounting adjustment
|
2,627
|
|
|
—
|
|
|
—
|
|
|
2,627
|
|
||||
Foreign currency translation
|
12,554
|
|
|
—
|
|
|
(171
|
)
|
|
12,383
|
|
||||
December 31, 2013
|
$
|
618,911
|
|
|
$
|
30,786
|
|
|
$
|
—
|
|
|
$
|
649,697
|
|
|
|
|
|
2013
|
|
2012
|
||||||||||||
|
|
Range of
Life-Years
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue Sharing Programs
|
|
Up to 30
|
|
$
|
293,700
|
|
|
$
|
(64,220
|
)
|
|
$
|
293,700
|
|
|
$
|
(54,638
|
)
|
Component Repair Program
|
|
Up to 15
|
|
26,639
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Customer lists/relationships
|
|
10-16
|
|
183,406
|
|
|
(18,293
|
)
|
|
102,806
|
|
|
(21,727
|
)
|
||||
Patents and technology
|
|
7-14
|
|
62,972
|
|
|
(14,210
|
)
|
|
41,972
|
|
|
(7,758
|
)
|
||||
Trademarks/trade names
|
|
5-30
|
|
11,950
|
|
|
(7,628
|
)
|
|
12,750
|
|
|
(7,497
|
)
|
||||
Other
|
|
Up to 15
|
|
19,292
|
|
|
(9,868
|
)
|
|
12,692
|
|
|
(6,927
|
)
|
||||
|
|
|
|
597,959
|
|
|
(114,219
|
)
|
|
463,920
|
|
|
(98,547
|
)
|
||||
Unamortized intangible asset
|
|
|
|
|
|
|
|
|
|
|
||||||||
Trade names
|
|
|
|
36,900
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation
|
|
|
|
$
|
13,653
|
|
|
$
|
—
|
|
|
$
|
8,599
|
|
|
$
|
—
|
|
Other intangible assets
|
|
|
|
648,512
|
|
|
(114,219
|
)
|
|
482,519
|
|
|
(98,547
|
)
|
|
|
2013
|
|
2012
|
||||
Payroll and other compensation
|
|
$
|
37,640
|
|
|
$
|
35,008
|
|
Deferred revenue
|
|
23,424
|
|
|
1,710
|
|
||
Payable to Otto Männer Holding AG
|
|
20,001
|
|
|
—
|
|
||
Pension and other postretirement benefits
|
|
8,225
|
|
|
8,184
|
|
||
Accrued income taxes
|
|
13,593
|
|
|
5,573
|
|
||
Other
|
|
51,631
|
|
|
45,889
|
|
||
|
|
$
|
154,514
|
|
|
$
|
96,364
|
|
|
|
2013
|
|
2012
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
3.375% Convertible Notes
|
|
$
|
55,636
|
|
|
$
|
76,569
|
|
|
$
|
55,636
|
|
|
$
|
57,977
|
|
Unamortized debt discount – 3.375% Convertible Notes
|
|
(731
|
)
|
|
—
|
|
|
(3,122
|
)
|
|
—
|
|
||||
Revolving credit agreement
|
|
487,920
|
|
|
482,431
|
|
|
589,200
|
|
|
599,172
|
|
||||
Borrowings under lines of credit and overdrafts
|
|
1,074
|
|
|
1,074
|
|
|
3,380
|
|
|
3,380
|
|
||||
Other foreign bank borrowings
|
|
405
|
|
|
410
|
|
|
945
|
|
|
947
|
|
||||
Capital leases
|
|
3,120
|
|
|
3,402
|
|
|
159
|
|
|
159
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
415
|
|
|
415
|
|
||||
|
|
547,424
|
|
|
563,886
|
|
|
646,613
|
|
|
662,050
|
|
||||
Less current maturities
|
|
(57,083
|
)
|
|
|
|
(4,494
|
)
|
|
|
||||||
Long-term debt
|
|
$
|
490,341
|
|
|
|
|
$
|
642,119
|
|
|
|
|
|
2013
|
|
2012
|
||||
3.375% Convertible Notes:
|
|
|
|
|
||||
Carrying value of equity component, net of tax
|
|
$
|
10,772
|
|
|
$
|
10,772
|
|
Principal value of liability component
|
|
$
|
55,636
|
|
|
$
|
55,636
|
|
Unamortized debt discount
|
|
(731
|
)
|
|
(3,122
|
)
|
||
Net carrying value of liability component
|
|
$
|
54,905
|
|
|
$
|
52,514
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest expense – 3.375% coupon
|
|
$
|
1,878
|
|
|
$
|
1,878
|
|
|
$
|
1,878
|
|
Interest expense – 3.375% debt discount amortization
|
|
2,391
|
|
|
2,211
|
|
|
2,044
|
|
|||
Interest expense – 3.75% coupon
|
|
—
|
|
|
—
|
|
|
1,225
|
|
|||
Interest expense – 3.75% debt discount amortization
|
|
—
|
|
|
—
|
|
|
114
|
|
|||
|
|
$
|
4,269
|
|
|
$
|
4,089
|
|
|
$
|
5,261
|
|
|
|
2013
|
|
2012
|
||||||||||||
|
|
Asset
Derivatives
|
|
Liability
Derivatives
|
|
Asset
Derivatives
|
|
Liability
Derivatives
|
||||||||
Derivatives designated as hedging
instruments:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
—
|
|
|
$
|
(370
|
)
|
|
$
|
—
|
|
|
$
|
(1,818
|
)
|
Foreign exchange contracts
|
|
—
|
|
|
(318
|
)
|
|
945
|
|
|
—
|
|
||||
|
|
—
|
|
|
(688
|
)
|
|
945
|
|
|
(1,818
|
)
|
||||
Derivatives not designated as
hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
543
|
|
|
(67
|
)
|
|
2,370
|
|
|
(152
|
)
|
||||
Total derivatives
|
|
$
|
543
|
|
|
$
|
(755
|
)
|
|
$
|
3,315
|
|
|
$
|
(1,970
|
)
|
|
|
2013
|
|
2012
|
||||
Cash flow hedges:
|
|
|
|
|
||||
Interest rate contracts
|
|
$
|
898
|
|
|
$
|
(1,128
|
)
|
Foreign exchange contracts
|
|
(985
|
)
|
|
493
|
|
||
|
|
$
|
(87
|
)
|
|
$
|
(635
|
)
|
|
|
2013
|
|
2012
|
||||
Foreign exchange contracts
|
|
$
|
(739
|
)
|
|
$
|
3,462
|
|
|
Level 1
|
Unadjusted quoted prices in active markets for identical assets or liabilities.
|
|
Level 2
|
Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
|
|
Level 3
|
Unobservable inputs for the asset or liability.
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Asset derivatives
|
|
$
|
543
|
|
|
$
|
—
|
|
|
$
|
543
|
|
|
$
|
—
|
|
Liability derivatives
|
|
(755
|
)
|
|
—
|
|
|
(755
|
)
|
|
—
|
|
||||
Bank acceptances
|
|
6,461
|
|
|
—
|
|
|
6,461
|
|
|
—
|
|
||||
Rabbi trust assets
|
|
1,975
|
|
|
1,975
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
8,224
|
|
|
$
|
1,975
|
|
|
$
|
6,249
|
|
|
$
|
—
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Asset derivatives
|
|
$
|
3,315
|
|
|
$
|
—
|
|
|
$
|
3,315
|
|
|
$
|
—
|
|
Liability derivatives
|
|
(1,970
|
)
|
|
—
|
|
|
(1,970
|
)
|
|
—
|
|
||||
Bank acceptances
|
|
3,441
|
|
|
—
|
|
|
3,441
|
|
|
—
|
|
||||
Rabbi trust assets
|
|
1,831
|
|
|
1,831
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
6,617
|
|
|
$
|
1,831
|
|
|
$
|
4,786
|
|
|
$
|
—
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Benefit obligation, January 1
|
|
$
|
423,547
|
|
|
$
|
72,769
|
|
|
$
|
496,316
|
|
|
$
|
377,982
|
|
|
$
|
63,444
|
|
|
$
|
441,426
|
|
Service cost
|
|
5,403
|
|
|
778
|
|
|
6,181
|
|
|
5,860
|
|
|
670
|
|
|
6,530
|
|
||||||
Interest cost
|
|
17,571
|
|
|
2,541
|
|
|
20,112
|
|
|
18,800
|
|
|
2,824
|
|
|
21,624
|
|
||||||
Amendments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
158
|
|
||||||
Actuarial (gain) loss
|
|
(40,734
|
)
|
|
31
|
|
|
(40,703
|
)
|
|
43,155
|
|
|
4,820
|
|
|
47,975
|
|
||||||
Benefits paid
|
|
(23,348
|
)
|
|
(4,712
|
)
|
|
(28,060
|
)
|
|
(22,408
|
)
|
|
(3,740
|
)
|
|
(26,148
|
)
|
||||||
Transfers in
|
|
—
|
|
|
6,786
|
|
|
6,786
|
|
|
—
|
|
|
2,588
|
|
|
2,588
|
|
||||||
Plan curtailments
|
|
(8,715
|
)
|
|
—
|
|
|
(8,715
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(769
|
)
|
|
(769
|
)
|
||||||
Special termination benefit
|
|
1,016
|
|
|
—
|
|
|
1,016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Participant contributions
|
|
—
|
|
|
545
|
|
|
545
|
|
|
—
|
|
|
469
|
|
|
469
|
|
||||||
Foreign exchange rate changes
|
|
—
|
|
|
244
|
|
|
244
|
|
|
—
|
|
|
2,463
|
|
|
2,463
|
|
||||||
Benefit obligation, December 31
|
|
374,740
|
|
|
78,982
|
|
|
453,722
|
|
|
423,547
|
|
|
72,769
|
|
|
496,316
|
|
||||||
Fair value of plan assets, January 1
|
|
323,711
|
|
|
63,842
|
|
|
387,553
|
|
|
283,538
|
|
|
56,832
|
|
|
340,370
|
|
||||||
Actual return on plan assets
|
|
74,622
|
|
|
6,357
|
|
|
80,979
|
|
|
42,755
|
|
|
4,158
|
|
|
46,913
|
|
||||||
Company contributions
|
|
4,074
|
|
|
1,910
|
|
|
5,984
|
|
|
19,826
|
|
|
2,591
|
|
|
22,417
|
|
||||||
Participant contributions
|
|
—
|
|
|
545
|
|
|
545
|
|
|
—
|
|
|
469
|
|
|
469
|
|
||||||
Benefits paid
|
|
(23,348
|
)
|
|
(4,712
|
)
|
|
(28,060
|
)
|
|
(22,408
|
)
|
|
(3,740
|
)
|
|
(26,148
|
)
|
||||||
Plan settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(769
|
)
|
|
(769
|
)
|
||||||
Transfers in
|
|
—
|
|
|
6,627
|
|
|
6,627
|
|
|
|
|
|
2,086
|
|
|
2,086
|
|
||||||
Foreign exchange rate changes
|
|
—
|
|
|
(50
|
)
|
|
(50
|
)
|
|
—
|
|
|
2,215
|
|
|
2,215
|
|
||||||
Fair value of plan assets, December 31
|
|
379,059
|
|
|
74,519
|
|
|
453,578
|
|
|
323,711
|
|
|
63,842
|
|
|
387,553
|
|
||||||
Funded/(underfunded) status, December 31
|
|
$
|
4,319
|
|
|
$
|
(4,463
|
)
|
|
$
|
(144
|
)
|
|
$
|
(99,836
|
)
|
|
$
|
(8,927
|
)
|
|
$
|
(108,763
|
)
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Projected benefit obligation
|
|
$
|
31,231
|
|
|
$
|
27,415
|
|
|
$
|
58,646
|
|
|
$
|
396,695
|
|
|
$
|
72,769
|
|
|
$
|
469,464
|
|
Fair value of plan assets
|
|
—
|
|
|
19,353
|
|
|
19,353
|
|
|
294,040
|
|
|
63,842
|
|
|
357,882
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Projected benefit obligation
|
|
$
|
31,231
|
|
|
$
|
9,421
|
|
|
$
|
40,652
|
|
|
$
|
396,695
|
|
|
$
|
62,831
|
|
|
$
|
459,526
|
|
Accumulated benefit obligation
|
|
30,913
|
|
|
8,994
|
|
|
39,907
|
|
|
382,023
|
|
|
62,355
|
|
|
444,378
|
|
||||||
Fair value of plan assets
|
|
—
|
|
|
1,779
|
|
|
1,779
|
|
|
294,040
|
|
|
54,350
|
|
|
348,390
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Other assets
|
|
$
|
35,550
|
|
|
$
|
3,599
|
|
|
$
|
39,149
|
|
|
$
|
2,819
|
|
|
$
|
—
|
|
|
$
|
2,819
|
|
Accrued liabilities
|
|
2,707
|
|
|
627
|
|
|
3,334
|
|
|
2,720
|
|
|
389
|
|
|
3,109
|
|
||||||
Accrued retirement benefits
|
|
28,524
|
|
|
7,435
|
|
|
35,959
|
|
|
99,935
|
|
|
8,538
|
|
|
108,473
|
|
||||||
Accumulated other non-owner changes to equity, net
|
|
(48,564
|
)
|
|
(18,858
|
)
|
|
(67,422
|
)
|
|
(116,305
|
)
|
|
(23,803
|
)
|
|
(140,108
|
)
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Net actuarial loss
|
|
$
|
(47,538
|
)
|
|
$
|
(18,477
|
)
|
|
$
|
(66,015
|
)
|
|
$
|
(114,748
|
)
|
|
$
|
(23,318
|
)
|
|
$
|
(138,066
|
)
|
Prior service costs
|
|
(1,026
|
)
|
|
(381
|
)
|
|
(1,407
|
)
|
|
(1,557
|
)
|
|
(485
|
)
|
|
(2,042
|
)
|
||||||
|
|
$
|
(48,564
|
)
|
|
$
|
(18,858
|
)
|
|
$
|
(67,422
|
)
|
|
$
|
(116,305
|
)
|
|
$
|
(23,803
|
)
|
|
$
|
(140,108
|
)
|
|
|
2013
|
|
2012
|
||||
Benefit obligation, January 1
|
|
$
|
53,988
|
|
|
$
|
54,587
|
|
Service cost
|
|
233
|
|
|
273
|
|
||
Interest cost
|
|
2,061
|
|
|
2,532
|
|
||
Actuarial (gain) loss
|
|
(2,328
|
)
|
|
745
|
|
||
Benefits paid
|
|
(9,133
|
)
|
|
(6,922
|
)
|
||
Curtailment gain
|
|
(1,675
|
)
|
|
—
|
|
||
Participant contributions
|
|
3,039
|
|
|
2,782
|
|
||
Foreign exchange rate changes
|
|
58
|
|
|
(9
|
)
|
||
Benefit obligation, December 31
|
|
46,243
|
|
|
53,988
|
|
||
Fair value of plan assets, January 1
|
|
—
|
|
|
—
|
|
||
Company contributions
|
|
6,094
|
|
|
4,140
|
|
||
Participant contributions
|
|
3,039
|
|
|
2,782
|
|
||
Benefits paid
|
|
(9,133
|
)
|
|
(6,922
|
)
|
||
Fair value of plan assets, December 31
|
|
—
|
|
|
—
|
|
||
Underfunded status, December 31
|
|
$
|
46,243
|
|
|
$
|
53,988
|
|
|
|
2013
|
|
2012
|
||||
Accrued liabilities
|
|
$
|
4,891
|
|
|
$
|
5,075
|
|
Accrued retirement benefits
|
|
41,352
|
|
|
48,913
|
|
||
Accumulated other non-owner changes to equity, net
|
|
(5,804
|
)
|
|
(6,286
|
)
|
|
|
2013
|
|
2012
|
||||
Net actuarial loss
|
|
$
|
(6,885
|
)
|
|
$
|
(9,895
|
)
|
Prior service credits
|
|
1,081
|
|
|
3,609
|
|
||
|
|
$
|
(5,804
|
)
|
|
$
|
(6,286
|
)
|
|
|
Pension
|
|
Other
Postretirement
Benefits
|
||||
Prior service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
Net gain
|
|
61,770
|
|
|
2,522
|
|
||
Amortization of prior service costs (credits)
|
|
622
|
|
|
(2,565
|
)
|
||
Amortization of actuarial loss
|
|
11,179
|
|
|
620
|
|
||
Foreign exchange rate changes
|
|
(754
|
)
|
|
(95
|
)
|
||
Acquisition
|
|
(131
|
)
|
|
—
|
|
||
|
|
$
|
72,686
|
|
|
$
|
482
|
|
|
|
2013
|
|
2012
|
||
U.S. plans:
|
|
|
|
|
||
Discount rate
|
|
5.20
|
%
|
|
4.25
|
%
|
Increase in compensation
|
|
3.72
|
%
|
|
3.71
|
%
|
Non-U.S. plans:
|
|
|
|
|
||
Discount rate
|
|
3.93
|
%
|
|
3.73
|
%
|
Increase in compensation
|
|
2.76
|
%
|
|
2.69
|
%
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Asset Category
|
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Cash and short-term investments
|
|
$
|
18,885
|
|
|
$
|
18,885
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
|
131,749
|
|
|
61,257
|
|
|
70,492
|
|
|
—
|
|
||||
U.S. mid-cap
|
|
47,276
|
|
|
47,276
|
|
|
—
|
|
|
—
|
|
||||
U.S. small-cap
|
|
53,627
|
|
|
53,627
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
|
80,479
|
|
|
—
|
|
|
80,479
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. bond funds
|
|
65,740
|
|
|
—
|
|
|
65,740
|
|
|
—
|
|
||||
International bonds
|
|
37,357
|
|
|
—
|
|
|
37,357
|
|
|
—
|
|
||||
Real estate securities
|
|
16,686
|
|
|
—
|
|
|
16,686
|
|
|
—
|
|
||||
Other
|
|
1,779
|
|
|
—
|
|
|
—
|
|
|
1,779
|
|
||||
|
|
$
|
453,578
|
|
|
$
|
181,045
|
|
|
$
|
270,754
|
|
|
$
|
1,779
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Cash and short-term investments
|
|
$
|
14,633
|
|
|
$
|
14,633
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
|
95,145
|
|
|
43,388
|
|
|
51,757
|
|
|
—
|
|
||||
U.S. mid-cap
|
|
41,090
|
|
|
41,090
|
|
|
—
|
|
|
—
|
|
||||
U.S. small-cap
|
|
42,558
|
|
|
42,558
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
|
77,111
|
|
|
—
|
|
|
77,111
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. bond funds
|
|
66,276
|
|
|
—
|
|
|
66,276
|
|
|
—
|
|
||||
International bonds
|
|
29,032
|
|
|
—
|
|
|
29,032
|
|
|
—
|
|
||||
Real estate securities
|
|
20,174
|
|
|
—
|
|
|
20,174
|
|
|
—
|
|
||||
Other
|
|
1,534
|
|
|
—
|
|
|
—
|
|
|
1,534
|
|
||||
|
|
$
|
387,553
|
|
|
$
|
141,669
|
|
|
$
|
244,350
|
|
|
$
|
1,534
|
|
|
|
Pensions
|
|
Other
Postretirement
Benefits
|
||||
2014
|
|
$
|
30,364
|
|
|
$
|
4,675
|
|
2015
|
|
29,231
|
|
|
4,287
|
|
||
2016
|
|
29,513
|
|
|
4,156
|
|
||
2017
|
|
29,737
|
|
|
4,276
|
|
||
2018
|
|
30,549
|
|
|
4,085
|
|
||
Years 2019-2023
|
|
152,050
|
|
|
17,319
|
|
||
Total
|
|
$
|
301,444
|
|
|
$
|
38,798
|
|
|
|
Pensions
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
|
$
|
6,181
|
|
|
$
|
6,530
|
|
|
$
|
5,923
|
|
|
$
|
233
|
|
|
$
|
273
|
|
|
$
|
286
|
|
Interest cost
|
|
20,112
|
|
|
21,624
|
|
|
22,452
|
|
|
2,061
|
|
|
2,532
|
|
|
2,831
|
|
||||||
Expected return on plan assets
|
|
(33,144
|
)
|
|
(32,827
|
)
|
|
(32,041
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
|
752
|
|
|
845
|
|
|
1,124
|
|
|
(1,006
|
)
|
|
(1,585
|
)
|
|
(1,541
|
)
|
||||||
Recognized losses
|
|
16,365
|
|
|
12,048
|
|
|
5,725
|
|
|
1,004
|
|
|
1,082
|
|
|
806
|
|
||||||
Curtailment loss (gain)
|
|
199
|
|
|
—
|
|
|
(1,884
|
)
|
|
(3,081
|
)
|
|
—
|
|
|
—
|
|
||||||
Settlement loss
|
|
637
|
|
|
92
|
|
|
304
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
|
1,016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
12,118
|
|
|
$
|
8,312
|
|
|
$
|
1,603
|
|
|
$
|
(789
|
)
|
|
$
|
2,302
|
|
|
$
|
2,382
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
U.S. plans:
|
|
|
|
|
|
|
|||
Discount rate
|
|
4.25
|
%
|
|
5.05
|
%
|
|
5.65
|
%
|
Long-term rate of return
|
|
9.00
|
%
|
|
9.00
|
%
|
|
9.00
|
%
|
Increase in compensation
|
|
3.71
|
%
|
|
3.71
|
%
|
|
3.71
|
%
|
Non-U.S. plans:
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.73
|
%
|
|
4.46
|
%
|
|
4.89
|
%
|
Long-term rate of return
|
|
5.33
|
%
|
|
5.79
|
%
|
|
5.87
|
%
|
Increase in compensation
|
|
2.69
|
%
|
|
2.76
|
%
|
|
2.72
|
%
|
|
|
One Percentage
Point Increase
|
|
One Percentage
Point Decrease
|
||||
Effect on postretirement benefit obligation
|
|
$
|
574
|
|
|
$
|
(525
|
)
|
Effect on postretirement benefit cost
|
|
25
|
|
|
(23
|
)
|
|
Contributions by the Company
|
||||||||||
Pension Fund:
|
2013
|
|
2012
|
|
2011
|
||||||
Teamsters Local 641 Pension Fund (Edison, New Jersey)
|
$
|
23
|
|
|
$
|
97
|
|
|
$
|
101
|
|
Swedish Pension Plan (ITP2)
|
414
|
|
|
409
|
|
|
292
|
|
|||
Total Contributions
|
$
|
437
|
|
|
$
|
506
|
|
|
$
|
393
|
|
|
|
Number of
Shares
|
|
Weighted-Average
Exercise
Price
|
|||
Outstanding, January 1, 2013
|
|
2,227,145
|
|
|
$
|
18.40
|
|
Granted
|
|
155,900
|
|
|
24.58
|
|
|
Exercised
|
|
(843,805
|
)
|
|
15.45
|
|
|
Forfeited
|
|
(22,899
|
)
|
|
20.25
|
|
|
Outstanding, December 31, 2013
|
|
1,516,341
|
|
|
20.65
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of
Exercise
Prices
|
|
Number
of Shares
|
|
Average
Remaining
Life (Years)
|
|
Average
Exercise
Price
|
|
Number
of Shares
|
|
Average
Exercise
Price
|
||||||
$11.45 to $20.21
|
|
613,978
|
|
|
4.01
|
|
$
|
16.60
|
|
|
592,454
|
|
|
$
|
16.61
|
|
$20.69 to $22.34
|
|
472,189
|
|
|
4.54
|
|
21.42
|
|
|
374,070
|
|
|
21.61
|
|
||
$23.18 to $26.59
|
|
423,674
|
|
|
5.56
|
|
25.48
|
|
|
191,646
|
|
|
25.88
|
|
||
$32.76 to $33.45
|
|
6,500
|
|
|
3.63
|
|
32.97
|
|
|
6,500
|
|
|
32.97
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Risk-free interest rate
|
|
0.96
|
%
|
|
0.98
|
%
|
|
2.04
|
%
|
Expected life (years)
|
|
5.3
|
|
|
5.3
|
|
|
5.2
|
|
Expected volatility
|
|
48.9
|
%
|
|
50.2
|
%
|
|
49.6
|
%
|
Expected dividend yield
|
|
2.38
|
%
|
|
2.56
|
%
|
|
2.75
|
%
|
Options Outstanding, Expected to Vest
|
|
Options Outstanding, Exercisable
|
|||||||||||||||||||||
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|
Weighted-
Average
Remaining
Term (Years)
|
|
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|
Weighted-
Average
Remaining
Term (Years)
|
|||||||||
1,491,252
|
|
$
|
20.65
|
|
|
$
|
26,334
|
|
|
4.61
|
|
1,164,670
|
|
|
$
|
19.83
|
|
|
$
|
21,519
|
|
|
4.06
|
|
|
Service Based Rights
|
|
Service and Performance Based Rights
|
|
Service and Market Based Rights
|
|||||||||||||||
|
|
Number of Units
|
|
Weighted-Average Grant Date Fair Value
|
|
Number of Units
|
|
Weighted-Average Grant Date Fair Value
|
|
Number of Units
|
|
Weighted-Average Grant Date Fair Value
|
|||||||||
Outstanding, January 1, 2013
|
|
565,477
|
|
|
$
|
18.11
|
|
|
124,067
|
|
|
$
|
24.08
|
|
|
60,367
|
|
|
$
|
40.03
|
|
Granted
|
|
257,245
|
|
|
26.62
|
|
|
105,103
|
|
|
24.37
|
|
|
52,552
|
|
|
38.57
|
|
|||
Forfeited
|
|
(22,164
|
)
|
|
25.35
|
|
|
(1,293
|
)
|
|
32.23
|
|
|
(647
|
)
|
|
41.09
|
|
|||
Vested / Issued
|
|
(241,982
|
)
|
|
28.25
|
|
|
(3,333
|
)
|
|
18.51
|
|
|
—
|
|
|
—
|
|
|||
Outstanding, December 31, 2013
|
|
558,576
|
|
|
20.60
|
|
|
224,544
|
|
|
24.42
|
|
|
112,272
|
|
|
35.87
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income from continuing operations before income taxes:
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
10,343
|
|
|
$
|
8,853
|
|
|
$
|
(630
|
)
|
International
|
|
97,231
|
|
|
83,409
|
|
|
91,605
|
|
|||
Income from continuing operations before income taxes
|
|
$
|
107,574
|
|
|
$
|
92,262
|
|
|
$
|
90,975
|
|
Income tax provision:
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. – federal
|
|
$
|
8,356
|
|
|
$
|
579
|
|
|
$
|
12,223
|
|
U.S. – state
|
|
539
|
|
|
24
|
|
|
(128
|
)
|
|||
International
|
|
16,933
|
|
|
13,418
|
|
|
11,695
|
|
|||
|
|
25,828
|
|
|
14,021
|
|
|
23,790
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
U.S. – federal
|
|
13,792
|
|
|
4,610
|
|
|
(6,382
|
)
|
|||
U.S. – state
|
|
(110
|
)
|
|
566
|
|
|
928
|
|
|||
International
|
|
(4,257
|
)
|
|
(6,765
|
)
|
|
(2,316
|
)
|
|||
|
|
9,425
|
|
|
(1,589
|
)
|
|
(7,770
|
)
|
|||
Income taxes
|
|
$
|
35,253
|
|
|
$
|
12,432
|
|
|
$
|
16,020
|
|
|
|
Assets
|
|
Liabilities
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Allowance for doubtful accounts
|
|
$
|
520
|
|
|
$
|
946
|
|
|
$
|
88
|
|
|
$
|
78
|
|
Depreciation and amortization
|
|
1,886
|
|
|
(13,881
|
)
|
|
96,305
|
|
|
35,245
|
|
||||
Inventory valuation
|
|
17,292
|
|
|
15,486
|
|
|
4,241
|
|
|
1,288
|
|
||||
Other postretirement/postemployment costs
|
|
3,065
|
|
|
20,841
|
|
|
(14,536
|
)
|
|
(350
|
)
|
||||
Tax loss carryforwards
|
|
15,363
|
|
|
48,402
|
|
|
(1,445
|
)
|
|
—
|
|
||||
Pension
|
|
1,631
|
|
|
41,854
|
|
|
(1,049
|
)
|
|
(262
|
)
|
||||
Accrued compensation
|
|
5,949
|
|
|
12,611
|
|
|
(9,381
|
)
|
|
—
|
|
||||
Goodwill
|
|
—
|
|
|
(35,236
|
)
|
|
12,805
|
|
|
53
|
|
||||
Swedish tax incentive
|
|
—
|
|
|
—
|
|
|
4,590
|
|
|
3,898
|
|
||||
Contingent convertible debt interest
|
|
(12,848
|
)
|
|
(10,846
|
)
|
|
—
|
|
|
—
|
|
||||
Unrealized foreign currency gain
|
|
—
|
|
|
—
|
|
|
2,948
|
|
|
2,613
|
|
||||
Other
|
|
6,555
|
|
|
8,626
|
|
|
3,735
|
|
|
7,921
|
|
||||
|
|
39,413
|
|
|
88,803
|
|
|
98,301
|
|
|
50,484
|
|
||||
Valuation allowance
|
|
(18,873
|
)
|
|
(24,936
|
)
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
20,540
|
|
|
$
|
63,867
|
|
|
$
|
98,301
|
|
|
$
|
50,484
|
|
Current deferred income taxes
|
|
$
|
18,226
|
|
|
$
|
33,906
|
|
|
$
|
3,795
|
|
|
$
|
1,777
|
|
Non-current deferred income taxes
|
|
2,314
|
|
|
29,961
|
|
|
94,506
|
|
|
48,707
|
|
||||
|
|
$
|
20,540
|
|
|
$
|
63,867
|
|
|
$
|
98,301
|
|
|
$
|
50,484
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
U.S. federal statutory income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes (net of federal benefit)
|
|
0.3
|
|
|
0.3
|
|
|
0.5
|
|
Foreign losses without tax benefit
|
|
0.8
|
|
|
0.8
|
|
|
0.3
|
|
U.S. Tax Court Decision
|
|
15.3
|
|
|
—
|
|
|
—
|
|
Foreign operations taxed at lower rates
|
|
(20.6
|
)
|
|
(23.7
|
)
|
|
(25.5
|
)
|
ESOP dividend
|
|
(0.3
|
)
|
|
(0.5
|
)
|
|
(0.4
|
)
|
Repatriation from current year foreign earnings
|
|
1.1
|
|
|
2.3
|
|
|
7.6
|
|
Other
|
|
1.2
|
|
|
(0.7
|
)
|
|
0.1
|
|
Consolidated effective income tax rate
|
|
32.8
|
%
|
|
13.5
|
%
|
|
17.6
|
%
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at January 1
|
|
$
|
9,321
|
|
|
$
|
6,965
|
|
|
$
|
7,102
|
|
Increase (decrease) in unrecognized tax benefits due to:
|
|
|
|
|
|
|
||||||
Tax positions taken during prior periods
|
|
9,944
|
|
|
—
|
|
|
—
|
|
|||
Tax positions taken during the current period
|
|
3,350
|
|
|
—
|
|
|
215
|
|
|||
Acquisition
|
|
556
|
|
|
2,528
|
|
|
—
|
|
|||
Settlements
|
|
(15,144
|
)
|
|
(172
|
)
|
|
(175
|
)
|
|||
Lapse of the applicable statute of limitations
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|||
Balance at December 31
|
|
$
|
8,027
|
|
|
$
|
9,321
|
|
|
$
|
6,965
|
|
|
|
Weighted-Average Common Shares Outstanding
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Basic
|
|
53,860,308
|
|
|
54,626,453
|
|
|
55,214,586
|
|
Dilutive effect of:
|
|
|
|
|
|
|
|||
Stock options
|
|
575,202
|
|
|
478,462
|
|
|
645,280
|
|
Restricted stock units
|
|
280,488
|
|
|
70,554
|
|
|
19,089
|
|
Convertible senior subordinated debt
|
|
209,321
|
|
|
—
|
|
|
—
|
|
Non-Employee Director Deferred Stock Plan
|
|
48,025
|
|
|
48,988
|
|
|
52,927
|
|
Diluted
|
|
54,973,344
|
|
|
55,224,457
|
|
|
55,931,882
|
|
|
Gains and Losses on Cash Flow Hedges
|
|
Pension and Other Postretirement Benefit Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||
January 1, 2013
|
$
|
(432
|
)
|
|
$
|
(146,441
|
)
|
|
$
|
80,121
|
|
|
$
|
(66,752
|
)
|
Other comprehensive income before reclassifications to consolidated statements of income
|
(48
|
)
|
|
63,315
|
|
|
15,472
|
|
|
78,739
|
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income to the consolidated statements of income
|
(39
|
)
|
|
9,853
|
|
|
4,143
|
|
|
13,957
|
|
||||
Net current-period other comprehensive income
|
(87
|
)
|
|
73,168
|
|
|
19,615
|
|
|
92,696
|
|
||||
December 31, 2013
|
$
|
(519
|
)
|
|
$
|
(73,273
|
)
|
|
$
|
99,736
|
|
|
$
|
25,944
|
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in the Consolidated Statements of Income
|
||
|
|
|
|
|
||
Gains and losses on cash flow hedges
|
|
|
|
|
||
Interest rate contracts
|
|
$
|
(850
|
)
|
|
Interest expense
|
Foreign exchange contracts
|
|
733
|
|
|
Net sales
|
|
|
|
(117
|
)
|
|
Total before tax
|
|
|
|
156
|
|
|
Tax benefit
|
|
|
|
39
|
|
|
Net of tax
|
|
|
|
|
|
|
||
Pension and other postretirement benefit items
|
|
|
|
|
||
Amortization of prior-service credits, net
|
|
$
|
254
|
|
|
(A)
|
Amortization of actuarial losses
|
|
(17,369
|
)
|
|
(A)
|
|
Curtailment gain (net)
|
|
2,882
|
|
|
(A)
|
|
Settlement loss
|
|
(637
|
)
|
|
(A)
|
|
|
|
(14,870
|
)
|
|
Total before tax
|
|
|
|
5,017
|
|
|
Tax benefit
|
|
|
|
(9,853
|
)
|
|
Net of tax
|
|
|
|
|
|
|
||
Foreign currency items
|
|
|
|
|
||
Charge to cumulative translation adjustment (sale of BDNA)
|
|
$
|
(4,143
|
)
|
|
Income from discontinued operations
|
|
|
—
|
|
|
Tax benefit
|
|
|
|
(4,143
|
)
|
|
Net of tax
|
|
|
|
|
|
|
||
Total reclassifications in the period
|
|
$
|
(13,957
|
)
|
|
|
|
|
Industrial
|
|
Aerospace
|
|
Other
|
|
Total Company
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
$
|
687.6
|
|
|
$
|
404.0
|
|
|
$
|
—
|
|
|
$
|
1,091.6
|
|
2012
|
|
538.3
|
|
|
390.5
|
|
|
—
|
|
|
928.8
|
|
||||
2011
|
|
482.6
|
|
|
382.5
|
|
|
—
|
|
|
865.1
|
|
||||
Operating profit
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
$
|
71.9
|
|
|
$
|
51.3
|
|
|
$
|
—
|
|
|
$
|
123.2
|
|
2012
|
|
49.3
|
|
|
57.9
|
|
|
—
|
|
|
107.1
|
|
||||
2011
|
|
45.8
|
|
|
55.7
|
|
|
—
|
|
|
101.6
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
$
|
1,410.4
|
|
|
$
|
567.1
|
|
|
$
|
146.2
|
|
|
$
|
2,123.7
|
|
2012
|
|
907.1
|
|
|
533.5
|
|
|
428.0
|
|
|
1,868.6
|
|
||||
2011
|
|
483.0
|
|
|
544.9
|
|
|
412.5
|
|
|
1,440.4
|
|
||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
$
|
38.4
|
|
|
$
|
23.2
|
|
|
$
|
3.5
|
|
|
$
|
65.1
|
|
2012
|
|
24.4
|
|
|
21.2
|
|
|
11.8
|
|
|
57.4
|
|
||||
2011
|
|
19.3
|
|
|
24.2
|
|
|
15.4
|
|
|
58.9
|
|
||||
Capital expenditures
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
$
|
31.3
|
|
|
$
|
23.8
|
|
|
$
|
2.2
|
|
|
$
|
57.3
|
|
2012
|
|
24.3
|
|
|
8.6
|
|
|
4.9
|
|
|
37.8
|
|
||||
2011
|
|
18.7
|
|
|
13.5
|
|
|
4.9
|
|
|
37.1
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating profit
|
|
$
|
123.2
|
|
|
$
|
107.1
|
|
|
$
|
101.6
|
|
Interest expense
|
|
13.1
|
|
|
12.2
|
|
|
10.3
|
|
|||
Other expense (income), net
|
|
2.5
|
|
|
2.6
|
|
|
0.3
|
|
|||
Income from continuing operations before income taxes
|
|
$
|
107.6
|
|
|
$
|
92.3
|
|
|
$
|
91.0
|
|
|
|
Domestic
|
|
International
|
|
Other
|
|
Total
Company
|
|||||||||
Revenues
|
|
|
|
|
|
|
|
|
|||||||||
2013
|
|
|
$
|
593.3
|
|
|
$
|
524.1
|
|
|
$
|
(25.9
|
)
|
|
$
|
1,091.6
|
|
2012
|
|
529.9
|
|
|
421.7
|
|
|
(22.8
|
)
|
|
928.8
|
|
|||||
2011
|
|
495.6
|
|
|
394.7
|
|
|
(25.3
|
)
|
|
865.1
|
|
|||||
Long-lived assets
|
|
|
|
|
|
|
|
|
|||||||||
2013
|
|
|
$
|
330.2
|
|
|
$
|
1,214.0
|
|
|
$
|
—
|
|
|
$
|
1,544.2
|
|
2012
|
|
372.0
|
|
|
848.1
|
|
|
—
|
|
|
1,220.1
|
|
|||||
2011
|
|
303.7
|
|
|
559.0
|
|
|
—
|
|
|
862.7
|
|
/s/ P
RICEWATERHOUSE
C
OOPERS
LLP
PricewaterhouseCoopers LLP
Hartford, Connecticut
|
February 25, 2014
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full
Year
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
263.5
|
|
|
$
|
267.4
|
|
|
$
|
269.5
|
|
|
$
|
291.1
|
|
|
$
|
1,091.6
|
|
Gross profit
(1)
|
|
85.8
|
|
|
90.0
|
|
|
80.0
|
|
|
97.6
|
|
|
353.4
|
|
|||||
Operating income
|
|
25.0
|
|
|
36.1
|
|
|
28.0
|
|
|
34.1
|
|
|
123.2
|
|
|||||
Income from continuing operations
|
|
15.4
|
|
|
9.2
|
|
|
21.4
|
|
|
26.3
|
|
|
72.3
|
|
|||||
Net income
|
|
13.5
|
|
|
209.3
|
|
|
20.9
|
|
|
26.8
|
|
|
270.5
|
|
|||||
Per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.29
|
|
|
$
|
0.18
|
|
|
$
|
0.40
|
|
|
$
|
0.49
|
|
|
$
|
1.34
|
|
Diluted
|
|
0.28
|
|
|
0.17
|
|
|
0.39
|
|
|
0.47
|
|
|
1.31
|
|
|||||
Net income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.25
|
|
|
3.90
|
|
|
0.39
|
|
|
0.50
|
|
|
5.02
|
|
|||||
Diluted
|
|
0.24
|
|
|
3.82
|
|
|
0.38
|
|
|
0.48
|
|
|
4.92
|
|
|||||
Dividends
|
|
0.10
|
|
|
0.10
|
|
|
0.11
|
|
|
0.11
|
|
|
0.42
|
|
|||||
Market prices (high - low)
|
|
$29.20-21.84
|
|
|
$32.35-26.33
|
|
|
$35.71-30.14
|
|
|
$38.56-34.48
|
|
|
$38.56-21.84
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
222.8
|
|
|
$
|
215.3
|
|
|
$
|
232.5
|
|
|
$
|
258.2
|
|
|
$
|
928.8
|
|
Gross profit
(1)
|
|
62.4
|
|
|
62.9
|
|
|
62.1
|
|
|
85.7
|
|
|
273.1
|
|
|||||
Operating income
|
|
24.6
|
|
|
25.8
|
|
|
22.5
|
|
|
34.3
|
|
|
107.1
|
|
|||||
Income from continuing operations
|
|
17.6
|
|
|
19.5
|
|
|
16.0
|
|
|
26.7
|
|
|
79.8
|
|
|||||
Net income
|
|
22.2
|
|
|
24.8
|
|
|
18.5
|
|
|
29.7
|
|
|
95.2
|
|
|||||
Per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.33
|
|
|
$
|
0.36
|
|
|
$
|
0.30
|
|
|
$
|
0.49
|
|
|
$
|
1.46
|
|
Diluted
|
|
0.32
|
|
|
0.35
|
|
|
0.30
|
|
|
0.49
|
|
|
1.44
|
|
|||||
Net income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.41
|
|
|
0.46
|
|
|
0.34
|
|
|
0.54
|
|
|
1.74
|
|
|||||
Diluted
|
|
0.40
|
|
|
0.45
|
|
|
0.34
|
|
|
0.54
|
|
|
1.72
|
|
|||||
Dividends
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
|
0.40
|
|
|||||
Market prices (high - low)
|
|
$28.35-23.99
|
|
|
$28.63-22.30
|
|
|
$26.38-21.62
|
|
|
$25.53-19.71
|
|
|
$28.63-19.71
|
|
(1)
|
Sales less cost of sales.
|
|
|
|
Executive Officer
|
Position
|
Age as of
December 31, 2013
|
|
|
|
Patrick J. Dempsey
|
President and Chief Executive Officer
|
49
|
|
|
|
Richard R. Barnhart
|
Senior Vice President, Barnes Group Inc., and President, Barnes Aerospace
|
53
|
|
|
|
Paul D. Cestari
|
Acting Interim President, Industrial and Vice President, Business Analysis & Planning
|
47
|
|
|
|
Dawn N. Edwards
|
Senior Vice President, Human Resources
|
45
|
|
|
|
Christopher J. Stephens, Jr.
|
Senior Vice President, Finance and Chief Financial Officer
|
49
|
|
|
|
Claudia S. Toussaint
|
Senior Vice President, General Counsel and Secretary
|
50
|
|
|
|
(a)(1)
|
|
The following Financial Statements and Supplementary Data of the Company are set forth herein under Item 8 of this Annual Report:
|
|
|
|
|
|
Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011
|
|
|
Consolidated Balance Sheets as of December 31, 2013 and 2012
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
|
|
|
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
(a)(2)
|
|
See Financial Statement Schedule under Item 15(c).
|
|
|
|
(a)(3)
|
|
See Item 15(b) below.
|
|
|
|
(b)
|
|
The Exhibits required by Item 601 of Regulation S-K are filed as Exhibits to this Annual Report and indexed at pages 78 through 82 of this Annual Report, which index is incorporated herein by reference.
|
|
|
|
(c)
|
|
Financial Statement Schedules.
|
Allowances for Doubtful Accounts:
|
|
||
Balance December 31, 2010
|
$
|
5,026
|
|
Provision charged to income
|
1,623
|
|
|
Doubtful accounts written off (net)
|
(2,364
|
)
|
|
Other adjustments
(1)
|
(1,387
|
)
|
|
Balance December 31, 2011
|
2,898
|
|
|
Provision charged to income
|
1,706
|
|
|
Doubtful accounts written off (net)
|
(1,617
|
)
|
|
Other adjustments
(1)
|
(129
|
)
|
|
Balance December 31, 2012
|
2,858
|
|
|
Provision charged to income
|
1,726
|
|
|
Doubtful accounts written off (net)
|
(532
|
)
|
|
Other adjustments
(1)
|
(614
|
)
|
|
Balance December 31, 2013
|
$
|
3,438
|
|
(1)
|
These amounts are comprised primarily of foreign currency translation and other reclassifications. The reductions in 2011 and 2013 include $
1.3
million and
$0.8 million
of reserves recorded at the Barnes Distribution Europe and Barnes Distribution North America businesses which were sold in the fourth quarter of 2011 and the second quarter of 2013, respectively.
|
|
|
||
Valuation Allowance on Deferred Tax Assets:
|
|
||
Balance December 31, 2010
|
$
|
30,036
|
|
Additions charged to income tax expense
|
93
|
|
|
Additions charged to other comprehensive income
|
466
|
|
|
Reductions credited to income tax expense
|
(1,628
|
)
|
|
Changes due to foreign currency translation
|
(521
|
)
|
|
Divestiture
(1)
|
(11,765
|
)
|
|
Balance December 31, 2011
|
16,681
|
|
|
Additions charged to income tax expense
|
2,154
|
|
|
Additions charged to other comprehensive income
|
205
|
|
|
Reductions credited to income tax expense
|
(1,676
|
)
|
|
Changes due to foreign currency translation
|
728
|
|
|
Acquisition
(2)
|
6,844
|
|
|
Balance December 31, 2012
|
24,936
|
|
|
Additions charged to income tax expense
|
473
|
|
|
Reductions charged to other comprehensive income
|
(547
|
)
|
|
Reductions credited to income tax expense
|
(1,412
|
)
|
|
Changes due to foreign currency translation
|
(849
|
)
|
|
Divestiture
(3)
|
(3,728
|
)
|
|
Balance December 31, 2013
|
$
|
18,873
|
|
(1)
|
The reduction in 2011 reflects the valuation allowance recorded at the Barnes Distribution Europe businesses which were sold in the fourth quarter of 2011.
|
(2)
|
The increase in 2012 reflects the valuation allowance recorded at the Synventive business which was acquired in the third quarter of 2012.
|
(3)
|
The reduction in 2013 reflects the valuation allowance adjustment to Discontinued Operations as it relates to the sale of the Barnes Distribution North America Business.
|
|
|
|
|
|
|
|
|
|
Date:
|
February 25, 2014
|
|
|
|
|
|
||
|
|
|
BARNES GROUP INC.
|
||
|
|
|
|
|
|
|
|
|
By
|
|
/S/ PATRICK J. DEMPSEY
|
|
|
|
|
|
Patrick J. Dempsey
|
|
|
|
|
|
President and Chief Executive Officer
|
|
/S/ PATRICK J. DEMPSEY
|
Patrick J. Dempsey
|
President and Chief Executive Officer
|
(Principal Executive Officer), and Director
|
|
/
S
/ C
HRISTOPHER
J. S
TEPHENS
, J
R
.
|
Christopher J. Stephens, Jr.
|
Senior Vice President, Finance
|
Chief Financial Officer
|
(Principal Financial Officer)
|
|
/
S
/ M
ARIAN
A
CKER
|
Marian Acker
|
Vice President, Controller
|
(Principal Accounting Officer)
|
|
/
S
/ T
HOMAS
O. B
ARNES
|
Thomas O. Barnes
|
Director
|
|
/
S
/ T
HOMAS
J. A
LBANI
|
Thomas J. Albani
|
Director
|
|
/
S
/ J
OHN
W. A
LDEN
|
John W. Alden
|
Director
|
|
|
|
|
|
|
|
|
|
/
S
/ G
ARY
G. B
ENANAV
|
Gary G. Benanav
|
Director
|
|
/
S
/ W
ILLIAM
S. B
RISTOW
, J
R
.
|
William S. Bristow, Jr.
|
Director
|
|
/S/
F
RANCIS
J.
K
RAMER
|
Francis J. Kramer
|
Director
|
|
/
S
/ M
YLLE
H. M
ANGUM
|
Mylle H. Mangum
|
Director
|
|
/
S
/ H
ASSELL
H. M
C
C
LELLAN
|
Hassell H. McClellan
|
Director
|
|
/
S
/ W
ILLIAM
J. M
ORGAN
|
William J. Morgan
|
Director
|
10.20
**
|
Barnes Group Inc. Trust Agreement for Specified Plans.
|
Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended June 30, 2010.
|
|
|
|
10.21
**
|
Form of Incentive Compensation Reimbursement Agreement between the Company and certain Officers.
|
Incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K for the year ended December 31, 2010.
|
|
|
|
10.22
**
|
Form of Indemnification Agreement between the Company and its Officers and Directors.
|
Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2010.
|
|
|
|
10.23
**
|
1991 Barnes Group Stock Incentive Plan, as amended and restated as of December 31, 2008.
|
Incorporated by reference to Exhibit 10.4 to the Company’s report on Form 10-K for the year ended December 31, 2008.
|
|
|
|
10.24
**
|
Barnes Group Inc. Amended Employee Stock and Ownership Program as further amended.
|
Incorporated by reference to Exhibit 10.2 to the Company’s report on Form 10-Q for the quarter ended March 31, 2003.
|
|
|
|
10.25
**
|
(i) Barnes Group Inc. Stock and Incentive Award Plan, as amended December 31, 2008.
|
Incorporated by reference to Exhibit 10.15 to the Company’s report on Form 10-K for the year ended December 31, 2008.
|
|
|
|
|
(ii) Barnes Group Inc. Stock and Incentive Award Plan, as amended March 15, 2010.
|
Incorporated by reference to Annex 1 to the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 5, 2010.
|
|
|
|
|
(iii) Exercise of Authority Relating to the Stock and Incentive Award Plan, dated March 3, 2009.
|
Incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-Q for the quarter ended March 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
Dawn N. Edwards
Senior Vice President, Human Resources
|
|
123 MAIN STREET
BRISTOL, CT 06010-6307
|
|
T: 860.583.7070
|
Grantee:
|
[__________________________]
|
Grant Date:
|
February 11, 2014
|
Target Award:
|
[______] Performance Shares
|
Performance Period:
|
The 3 year period beginning on January 1, 2014 and ending on December 31, 2016
|
Performance Goals:
Vesting Schedule
|
The Performance Goals are based on the performance measures set forth on
Schedule A
.
The Performance Shares will be earned based on the performance level achieved with respect to the Performance Goals if, except as provided otherwise in the Performance Share Award Agreement, You continue employment with Company through the third anniversary of the Grant Date.
The number of Performance Shares set forth above is equal to the target number of shares of Common Stock that the Grantee will earn for 100% achievement of the Performance Goals (referred to as the “Target Award”). The actual number of shares of Common Stock that You will earn with respect to the Performance Shares may be greater or less than the Target Award, or even zero, and will be based on the performance level achieved by the Company with respect to the Performance Goals, as set forth on
Schedule
|
|
A. Performance level is measured based on the threshold, target and maximum performance levels set forth on Schedule A. Each performance level is calculated as a percentage of target level performance. Threshold performance level is 33% of target, target performance level is 100% of target, maximum performance level is 150% of target, maximum+ performance level is 200% of target and maximum++ performance level is 250% of target. If actual performance is between performance levels, the number of Performance Shares earned will be interpolated on a straight line basis for pro-rata achievement of the Performance Goals, rounded down to the nearest whole number. Failure to achieve the threshold performance level with respect to a Performance Goal will result in no Performance Shares being earned with respect to that Performance Goal.
|
Performance
Measure
|
Weight
|
Performance
Level
|
Performance Goals
|
Performance Shares Earned as a Percentage of Target
(% of Target)
*
|
3-Year TSR**
3-Year Diluted EPS Growth***
3-Year EBITDA Growth****
|
33.3334% each
|
Threshold
|
Achieve 33
rd
percentile ranking within the Russell 2000
|
33%
|
Target
|
Achieve 50
th
percentile ranking within the Russell 2000
|
100%
|
||
Maximum
|
Achieve 66
th
percentile ranking within the Russell 2000
|
150%
|
||
Maximum+
|
Achieve 75
th
percentile ranking within the Russell 2000
|
200%
|
||
Maximum++
|
Achieve 85
th
percentile ranking within the Russell 2000
|
250%
|
||
|
||||
* The actual number of Performance Shares that will be earned is based on the Company’s percentile ranking within the Russell 2000 Index at the end of the Performance Period. Actual performance level achievement between each performance level will be interpolated on a straight line basis rounded down to the nearest whole number; provided that if the actual performance level achieved does not meet threshold performance (i.e., less than 33%) for the applicable performance measure, then no Performance Shares will be earned for that performance measure pursuant to this Grant. Threshold level performance may be achieved for one performance measure and not another based on the Company’s actual performance during the Performance Period. The actual number of Performance Shares earned will be determined by the Committee based on the actual performance level achieved with respect to each of the applicable Performance Goals, factoring in the weighting for each performance measure. The maximum number of Performance Shares that may be earned pursuant to this Grant is capped at 250% of the Target Award.
** 3-Year TSR represents the comparison between the Opening Average Share Value and the Closing Average Share Value, plus cumulative dividends during the Performance Period. At the end of the Performance Period, the TSR for the Company and each company in the Russell 2000 Index will be calculated by dividing the Closing Average Share Value by the Opening Share Value. For purposes of this Grant, the term “Closing Average Share Value” means the average closing value of the common stock, for the 20 trading days ending on the last day of the Performance Period (i.e., the 20 trading days ending on December 31, 2015) (the “20-day period”), which will be calculated as follows: (i) determine the closing price of the common stock on each trading date during the 20-day period, (ii) average the amounts so determined for the 20-day period; the term “Opening Average Share Value” means the average of the closing price of a share of common stock for the 20 trading days preceding the start of the Performance Period (i.e., January 1, 2013);
*** 3-Year Diluted EPS Growth represents earnings per share including the impact of conversion of convertible preferred, convertible debentures, and options and warrants which have been identified as common stock equivalents and before extraordinary items. Growth will be computed as Diluted EPS in Year 3 divided by Diluted EPS in the year preceding this award (i.e. 2013).
****3-Year EBITDA Growth represents Operating Income Before Depreciation and Amortization. EBITDA will be computed as EBITDA in Year 3 divided by EBITDA in the year preceding this award (i.e. 2013).
|
Name
|
Jurisdiction of Incorporation
|
Associated Spring Asia Pte. Ltd.
|
Singapore
|
Associated Spring do Brasil Ltda.
|
Brazil
|
Associated Spring Mexico, S.A.
|
Mexico
|
Associated Spring Raymond GmbH
|
Germany
|
Associated Spring Raymond (Shanghai) Co., Ltd.
|
China
|
Associated Spring (Tianjin) Company, Ltd.
|
China
|
Barnes Financing Delaware LLC
|
Delaware
|
Barnes Group Acquisition GmbH
|
Germany
|
Barnes Group (Bermuda) Limited
|
Bermuda
|
Barnes Group Canada Corp.
|
Canada
|
Barnes Group (Delaware) LLC
|
Delaware
|
Barnes Group Finance Company (Bermuda) Limited
|
Bermuda
|
Barnes Group Finance Company (Delaware)
|
Delaware
|
Barnes Group (Germany) GmbH
|
Germany
|
Barnes Group Holding LLC
|
Delaware
|
Barnes Group Luxembourg (No. 1) S.à r.l.
|
Luxembourg
|
Barnes Group Luxembourg (No. 2) S.á r.l.
|
Luxembourg
|
Barnes Group Spain, S.R.L.
|
Spain
|
Barnes Group Switzerland GmbH
|
Switzerland
|
Barnes Group (Thailand) Ltd.
|
Thailand
|
Barnes Group (U.K.) Limited
|
United Kingdom
|
Barnes Korea Ltd.
|
Korea
|
Heinz Hänggi GmbH, Stanztechnik
|
Switzerland
|
Manner Hong Kong Limited
|
Hong Kong
|
männer Japan Co. Ltd.
|
Japan
|
Manner USA, Inc.
|
Georgia
|
Otto Männer GmbH
|
Germany
|
Otto Männer Immobilien GmbH
|
Germany
|
Otto Männer Innovation GmbH
|
Germany
|
Otto Männer Präzisionsformenbau AG, Schweiz
|
Switzerland
|
Raymond Distribution-Mexico, S.A. de C.V.
|
Mexico
|
Ressorts SPEC SAS
|
France
|
Schmidl Werkzeug-und Vorrichtungsbau GmbH & Co. KG
|
Germany
|
Seeger-Orbis GmbH & Co. OHG
|
Germany
|
Strömsholmen AB
|
Sweden
|
Synventive Acquisition BV
|
The Netherlands
|
Synventive Acquisition GmbH
|
Germany
|
Synventive Acquisition Inc.
|
Delaware
|
Synventive Acquisition UK Ltd.
|
United Kingdom
|
Synventive Acquisition Unlimited
|
United Kingdom
|
Synventive BV
|
The Netherlands
|
Synventive Fertigungstechnik GmbH
|
Germany
|
Synventive Holding BV
|
The Netherlands
|
Synventive Holding GmbH
|
Germany
|
Synventive Holding Limited
|
United Kingdom
|
Synventive Holding SAS
|
France
|
Synventive Molding Solutions BV
|
The Netherlands
|
Synventive Molding Solutions Canada, Inc.
|
Canada
|
Synventive Molding Solutions Co., Limited
|
Hong Kong
|
Synventive Molding Solutions GmbH
|
Germany
|
Synventive Molding Solutions, Inc.
|
Delaware
|
Synventive Molding Solutions JBJ Private Limited
|
India
|
Synventive Molding Solutions K.K.
|
Japan
|
Synventive Molding Solutions LDA
|
Portugal
|
Synventive Molding Solutions Limited
|
United Kingdom
|
Synventive Molding Solutions LLC
|
Delaware
|
Synventive Molding Solutions Ltda
|
Brazil
|
Synventive Molding Solutions Pte Ltd.
|
Singapore
|
Synventive Molding Solutions SAS
|
France
|
Synventive Molding Solutions SL
|
Spain
|
Synventive Molding Solutions S.R.L.
|
Italy
|
Synventive Molding Solutions s.r.o.
|
Czech Republic
|
Synventive Molding Solutions (Suzhou) Co., Ltd.
|
China
|
Synventive Parent Inc.
|
Delaware
|
The Wallace Barnes Company
|
Connecticut
|
Windsor Airmotive Asia Pte. Ltd.
|
Singapore
|
/s/ PRICEWATERHOUSECOOPERS LLP
|
PricewaterhouseCoopers LLP
Hartford, Connecticut
|
February 25, 2014
|
1.
|
I have reviewed this annual report on Form 10-K for the period ended
December 31, 2013
of Barnes Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/S/ PATRICK J. DEMPSEY
|
Patrick J. Dempsey
|
President and Chief Executive Officer
|
/S/ PATRICK J. DEMPSEY
|
|
/s/
CHRISTOPHER J. STEPHENS, JR.
|
Patrick J. Dempsey
President and Chief Executive Officer
|
|
Christopher J. Stephens, Jr.
Chief Financial Officer
|
February 25, 2014
|
|
February 25, 2014
|
1.
|
I have reviewed this annual report on Form 10-K for the period ended
December 31, 2013
of Barnes Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ C
HRISTOPHER
J. S
TEPHENS,
J
R.
|
Christopher J. Stephens, Jr.
|
Chief Financial Officer
|