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
|
|
|
Page
|
Part I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Part II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
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||
|
|
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Part III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
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
|
|
|
2014
|
||||||||||
|
|
Low
|
|
High
|
|
Dividends
|
||||||
Quarter ended March 31
|
|
$
|
35.34
|
|
|
$
|
40.92
|
|
|
$
|
0.11
|
|
Quarter ended June 30
|
|
36.27
|
|
|
40.01
|
|
|
0.11
|
|
|||
Quarter ended September 30
|
|
30.35
|
|
|
39.07
|
|
|
0.11
|
|
|||
Quarter ended December 31
|
|
29.47
|
|
|
37.88
|
|
|
0.12
|
|
|
|
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
|
|
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
BGI
|
|
$100.00
|
|
$124.61
|
|
$147.48
|
|
$139.72
|
|
$241.58
|
|
$236.26
|
S&P 600
|
|
$100.00
|
|
$126.30
|
|
$127.55
|
|
$148.35
|
|
$209.60
|
|
$221.62
|
Russell 2000
|
|
$100.00
|
|
$126.82
|
|
$121.51
|
|
$141.40
|
|
$196.27
|
|
$205.87
|
(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, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,428,509
|
|
November 1-30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,428,509
|
|
December 1-31, 2014
|
|
284
|
|
|
$
|
37.18
|
|
|
—
|
|
|
2,428,509
|
|
Total
|
|
284
|
|
(1)
|
$
|
37.18
|
|
|
—
|
|
|
|
(1)
|
All acquisitions of equity securities during the fourth quarter of 2014 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.
|
|
2014
|
|
2013
(5)(7)
|
|
2012
(6) (7)
|
|
2011
(7)
|
|
2010
(7)
|
||||||||||
Per common share
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.20
|
|
|
$
|
1.34
|
|
|
$
|
1.46
|
|
|
$
|
1.36
|
|
|
$
|
0.86
|
|
Diluted
|
2.16
|
|
|
1.31
|
|
|
1.44
|
|
|
1.34
|
|
|
0.85
|
|
|||||
Net income
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
2.16
|
|
|
5.02
|
|
|
1.74
|
|
|
1.17
|
|
|
0.96
|
|
|||||
Diluted
|
2.12
|
|
|
4.92
|
|
|
1.72
|
|
|
1.16
|
|
|
0.95
|
|
|||||
Dividends declared and paid
|
0.45
|
|
|
0.42
|
|
|
0.40
|
|
|
0.34
|
|
|
0.32
|
|
|||||
Stockholders’ equity (at year-end)
|
20.40
|
|
|
21.17
|
|
|
14.76
|
|
|
13.29
|
|
|
13.23
|
|
|||||
Stock price (at year-end)
|
37.01
|
|
|
38.31
|
|
|
22.46
|
|
|
24.11
|
|
|
20.67
|
|
|||||
For the year
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,262,006
|
|
|
$
|
1,091,566
|
|
|
$
|
928,780
|
|
|
$
|
865,078
|
|
|
$
|
741,741
|
|
Operating income
|
179,974
|
|
|
123,201
|
|
|
107,131
|
|
|
101,579
|
|
|
76,446
|
|
|||||
As a percent of net sales
|
14.3
|
%
|
|
11.3
|
%
|
|
11.5
|
%
|
|
11.7
|
%
|
|
10.3
|
%
|
|||||
Income from continuing operations
|
$
|
120,541
|
|
|
$
|
72,321
|
|
|
$
|
79,830
|
|
|
$
|
74,955
|
|
|
$
|
47,784
|
|
As a percent of net sales
|
9.6
|
%
|
|
6.6
|
%
|
|
8.6
|
%
|
|
8.7
|
%
|
|
6.4
|
%
|
|||||
Net income
|
$
|
118,370
|
|
|
$
|
270,527
|
|
|
$
|
95,249
|
|
|
$
|
64,715
|
|
|
$
|
53,278
|
|
As a percent of net sales
|
9.4
|
%
|
|
24.8
|
%
|
|
10.3
|
%
|
|
7.5
|
%
|
|
7.2
|
%
|
|||||
As a percent of average stockholders’ equity
(2)
|
10.3
|
%
|
|
28.3
|
%
|
|
12.6
|
%
|
|
8.4
|
%
|
|
7.7
|
%
|
|||||
Depreciation and amortization
|
$
|
81,395
|
|
|
$
|
65,052
|
|
|
$
|
57,360
|
|
|
$
|
58,904
|
|
|
$
|
52,770
|
|
Capital expenditures
|
57,365
|
|
|
57,304
|
|
|
37,787
|
|
|
37,082
|
|
|
28,759
|
|
|||||
Weighted average common shares outstanding – basic
|
54,791
|
|
|
53,860
|
|
|
54,626
|
|
|
55,215
|
|
|
55,260
|
|
|||||
Weighted average common shares outstanding – diluted
|
55,723
|
|
|
54,973
|
|
|
55,224
|
|
|
55,932
|
|
|
55,925
|
|
|||||
Year-end financial position
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
323,306
|
|
|
$
|
276,878
|
|
|
$
|
418,645
|
|
|
$
|
332,316
|
|
|
$
|
167,344
|
|
Goodwill
|
594,949
|
|
|
649,697
|
|
|
579,905
|
|
|
366,104
|
|
|
384,241
|
|
|||||
Other intangible assets, net
|
554,694
|
|
|
534,293
|
|
|
383,972
|
|
|
272,092
|
|
|
290,798
|
|
|||||
Property, plant and equipment, net
|
299,435
|
|
|
302,558
|
|
|
233,097
|
|
|
210,784
|
|
|
218,434
|
|
|||||
Total assets
|
2,073,885
|
|
|
2,123,673
|
|
|
1,868,596
|
|
|
1,440,365
|
|
|
1,403,257
|
|
|||||
Long-term debt and notes payable
|
504,734
|
|
|
547,424
|
|
|
646,613
|
|
|
346,052
|
|
|
357,718
|
|
|||||
Stockholders’ equity
|
1,111,793
|
|
|
1,141,414
|
|
|
800,118
|
|
|
722,400
|
|
|
712,119
|
|
|||||
Debt as a percent of total capitalization
(3)
|
31.2
|
%
|
|
32.4
|
%
|
|
44.7
|
%
|
|
32.4
|
%
|
|
33.4
|
%
|
|||||
Statistics
|
|
|
|
|
|
|
|
|
|
||||||||||
Employees at year-end
(4)
|
4,515
|
|
|
4,331
|
|
|
3,795
|
|
|
3,019
|
|
|
2,797
|
|
(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, 2013 and December 31, 2014 (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. 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 BDNA business within the segment formerly referred to as Distribution. During 2011, the Company sold the BDE business within the segment formerly referred to as Logistics and Manufacturing Services. The results of the BDNA and the BDE businesses, including any (loss) gain on the sale of businesses, have been reported through discontinued operations during the respective periods.
|
($ in millions)
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|||||||||
Industrial
|
|
$
|
822.1
|
|
|
$
|
687.6
|
|
|
$
|
134.5
|
|
|
19.6
|
%
|
|
$
|
538.3
|
|
Aerospace
|
|
440.0
|
|
|
404.0
|
|
|
35.9
|
|
|
8.9
|
%
|
|
390.5
|
|
||||
Total
|
|
$
|
1,262.0
|
|
|
$
|
1,091.6
|
|
|
$
|
170.4
|
|
|
15.6
|
%
|
|
$
|
928.8
|
|
($ in millions)
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|||||||||
Cost of sales
|
|
$
|
829.6
|
|
|
$
|
738.2
|
|
|
$
|
91.5
|
|
|
12.4
|
%
|
|
$
|
655.7
|
|
% sales
|
|
65.7
|
%
|
|
67.6
|
%
|
|
|
|
|
|
70.6
|
%
|
||||||
Gross profit
(1)
|
|
$
|
432.4
|
|
|
$
|
353.4
|
|
|
$
|
79.0
|
|
|
22.3
|
%
|
|
$
|
273.1
|
|
% sales
|
|
34.3
|
%
|
|
32.4
|
%
|
|
|
|
|
|
29.4
|
%
|
||||||
Selling and administrative expenses
|
|
$
|
252.4
|
|
|
$
|
230.2
|
|
|
$
|
22.2
|
|
|
9.6
|
%
|
|
$
|
166.0
|
|
% sales
|
|
20.0
|
%
|
|
21.1
|
%
|
|
|
|
|
|
17.9
|
%
|
||||||
Operating income
|
|
$
|
180.0
|
|
|
$
|
123.2
|
|
|
$
|
56.8
|
|
|
46.1
|
%
|
|
$
|
107.1
|
|
% sales
|
|
14.3
|
%
|
|
11.3
|
%
|
|
|
|
|
|
11.5
|
%
|
(1)
|
Sales less cost of sales
|
(in millions, except per share)
|
|
2014
|
|
2013
|
|
Change
|
|
% Change
|
|
2012
|
|||||||||
Income from continuing operations
|
|
$
|
120.5
|
|
|
$
|
72.3
|
|
|
$
|
48.2
|
|
|
66.7
|
%
|
|
$
|
79.8
|
|
(Loss) income from discontinued operations, net of income taxes
|
|
(2.2
|
)
|
|
198.2
|
|
|
(200.4
|
)
|
|
NM
|
|
|
15.4
|
|
||||
Net income
|
|
$
|
118.4
|
|
|
$
|
270.5
|
|
|
$
|
(152.2
|
)
|
|
(56.2
|
)%
|
|
$
|
95.2
|
|
Per common share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations
|
|
$
|
2.20
|
|
|
$
|
1.34
|
|
|
$
|
0.86
|
|
|
64.2
|
%
|
|
$
|
1.46
|
|
(Loss) income from discontinued operations, net of income taxes
|
|
(0.04
|
)
|
|
3.68
|
|
|
(3.72
|
)
|
|
NM
|
|
|
0.28
|
|
||||
Net income
|
|
$
|
2.16
|
|
|
$
|
5.02
|
|
|
$
|
(2.86
|
)
|
|
(57.0
|
)%
|
|
$
|
1.74
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations
|
|
$
|
2.16
|
|
|
$
|
1.31
|
|
|
$
|
0.85
|
|
|
64.9
|
%
|
|
$
|
1.44
|
|
(Loss) income from discontinued operations, net of income taxes
|
|
(0.04
|
)
|
|
3.61
|
|
|
(3.64
|
)
|
|
NM
|
|
|
0.28
|
|
||||
Net income
|
|
$
|
2.12
|
|
|
$
|
4.92
|
|
|
$
|
(2.80
|
)
|
|
(56.9
|
)%
|
|
$
|
1.72
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
|
54.8
|
|
|
53.9
|
|
|
0.9
|
|
|
1.7
|
%
|
|
54.6
|
|
||||
Diluted
|
|
55.7
|
|
|
55.0
|
|
|
0.7
|
|
|
1.4
|
%
|
|
55.2
|
|
($ in millions)
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|||||||||
Sales
|
|
$
|
822.1
|
|
|
$
|
687.6
|
|
|
$
|
134.5
|
|
|
19.6
|
%
|
|
$
|
538.3
|
|
Operating profit
|
|
108.4
|
|
|
71.9
|
|
|
36.5
|
|
|
50.7
|
%
|
|
49.3
|
|
||||
Operating margin
|
|
13.2
|
%
|
|
10.5
|
%
|
|
|
|
|
|
9.1
|
%
|
($ in millions)
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|||||||||
Sales
|
|
$
|
440.0
|
|
|
$
|
404.0
|
|
|
$
|
35.9
|
|
|
8.9
|
%
|
|
$
|
390.5
|
|
Operating profit
|
|
71.6
|
|
|
51.3
|
|
|
20.3
|
|
|
39.6
|
%
|
|
57.9
|
|
||||
Operating margin
|
|
16.3
|
%
|
|
12.7
|
%
|
|
|
|
|
|
14.8
|
%
|
($ in millions)
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|||||||||
Operating activities
|
|
$
|
186.9
|
|
|
$
|
10.1
|
|
|
$
|
176.8
|
|
|
NM
|
|
|
$
|
136.4
|
|
Investing activities
|
|
(124.2
|
)
|
|
157.4
|
|
|
(281.7
|
)
|
|
NM
|
|
|
(332.8
|
)
|
||||
Financing activities
|
|
(83.5
|
)
|
|
(182.8
|
)
|
|
99.3
|
|
|
(54.3
|
)%
|
|
219.3
|
|
||||
Exchange rate effect
|
|
(3.9
|
)
|
|
(0.2
|
)
|
|
(3.7
|
)
|
|
NM
|
|
|
1.0
|
|
||||
(Decrease) increase in cash
|
|
$
|
(24.8
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
(9.3
|
)
|
|
60.1
|
%
|
|
$
|
23.9
|
|
|
2014
|
||
Net income
|
$
|
118.4
|
|
Add back:
|
|
||
Interest expense
|
11.4
|
|
|
Income taxes
|
46.0
|
|
|
Depreciation and amortization
|
81.4
|
|
|
Adjustment for non-cash stock based compensation
|
7.5
|
|
|
Amortization of Männer acquisition inventory step-up
|
3.6
|
|
|
Restructuring charges
|
4.3
|
|
|
Other adjustments
|
2.5
|
|
|
Consolidated EBITDA, as defined
|
$
|
275.0
|
|
|
|
||
Consolidated Senior Debt, as defined, as of December 31, 2014
|
$
|
504.7
|
|
Ratio of Consolidated Senior Debt to Consolidated EBITDA
|
1.84
|
|
|
Maximum
|
3.25
|
|
|
Consolidated Total Debt, as defined, as of December 31, 2014
|
$
|
504.7
|
|
Ratio of Consolidated Total Debt to Consolidated EBITDA
|
1.84
|
|
|
Maximum
|
4.00
|
|
|
Consolidated Cash Interest Expense, as defined, as of December 31, 2014
|
$
|
10.7
|
|
Ratio of Consolidated EBITDA to Consolidated Cash Interest Expense
|
25.80
|
|
|
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)
|
|
$
|
504.7
|
|
|
$
|
8.9
|
|
|
$
|
1.9
|
|
|
$
|
393.9
|
|
|
$
|
100.0
|
|
Estimated interest payments under long-term obligations
(2)
|
|
58.9
|
|
|
9.4
|
|
|
18.6
|
|
|
11.8
|
|
|
19.0
|
|
|||||
Operating lease obligations
|
|
27.4
|
|
|
7.7
|
|
|
6.6
|
|
|
2.7
|
|
|
10.4
|
|
|||||
Purchase obligations
(3)
|
|
130.2
|
|
|
123.8
|
|
|
6.3
|
|
|
0.1
|
|
|
—
|
|
|||||
Expected pension contributions
(4)
|
|
5.2
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Expected benefit payments – other postretirement benefit plans
(5)
|
|
36.8
|
|
|
4.5
|
|
|
8.1
|
|
|
8.0
|
|
|
16.1
|
|
|||||
Total
|
|
$
|
763.1
|
|
|
$
|
159.5
|
|
|
$
|
41.5
|
|
|
$
|
416.6
|
|
|
$
|
145.6
|
|
(1)
|
Long-term debt obligations represent the required principal payments under such agreements.
|
(2)
|
Interest payments under long-term debt obligations have been estimated based on the borrowings outstanding and market interest rates as of December 31, 2014.
|
(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 2024. See Note 12 of the Consolidated Financial Statements.
|
|
|
Target
Asset
Mix %
|
|
Annual Return %
|
||||
|
|
Historical
(1)
|
|
Long-
Term
Projection
|
||||
Asset class
|
|
|
|
|
|
|
||
U.S. large cap growth equity
|
|
6
|
|
|
10.1
|
|
8.2
|
|
U.S. large cap value equity
|
|
5
|
|
|
11.1
|
|
8.2
|
|
U.S. mid cap equity
|
|
4
|
|
|
12.5
|
|
8.5
|
|
U.S. small cap - growth equity
|
|
2
|
|
|
8.8
|
|
9.1
|
|
U.S. small cap - value equity
|
|
2
|
|
|
11.8
|
|
9.1
|
|
Global equity
|
|
13
|
|
|
7.9
|
|
9.3
|
|
International Developed market equity
|
|
20
|
|
|
5.3
|
|
9.7
|
|
Emerging market equity
|
|
13
|
|
|
11.4
|
|
12.4
|
|
Fixed income - long government credit
|
|
15
|
|
|
8.9
|
|
5.6
|
|
Fixed income - long credit
|
|
15
|
|
|
8.9
|
|
5.9
|
|
Cash
|
|
5
|
|
|
3.6
|
|
3.0
|
|
Weighted average
|
|
|
|
9.1
|
|
8.25
|
|
(1)
|
Historical returns based on the life of the respective index, or approximately 30 years.
|
|
|
2014
|
|
2013
|
||||
Net income
|
|
$
|
118.4
|
|
|
$
|
270.5
|
|
Add back:
|
|
|
|
|
||||
Interest expense
|
|
11.4
|
|
|
13.1
|
|
||
Income taxes
|
|
46.3
|
|
|
156.0
|
|
||
Depreciation and amortization
|
|
81.4
|
|
|
65.1
|
|
||
EBITDA
|
|
$
|
257.4
|
|
|
$ 504.7
(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,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
|
$
|
1,262,006
|
|
|
$
|
1,091,566
|
|
|
$
|
928,780
|
|
Cost of sales
|
|
829,648
|
|
|
738,170
|
|
|
655,653
|
|
|||
Selling and administrative expenses
|
|
252,384
|
|
|
230,195
|
|
|
165,996
|
|
|||
|
|
1,082,032
|
|
|
968,365
|
|
|
821,649
|
|
|||
Operating income
|
|
179,974
|
|
|
123,201
|
|
|
107,131
|
|
|||
Interest expense
|
|
11,392
|
|
|
13,090
|
|
|
12,238
|
|
|||
Other expense (income), net
|
|
2,082
|
|
|
2,537
|
|
|
2,631
|
|
|||
Income from continuing operations before income taxes
|
|
166,500
|
|
|
107,574
|
|
|
92,262
|
|
|||
Income taxes
|
|
45,959
|
|
|
35,253
|
|
|
12,432
|
|
|||
Income from continuing operations
|
|
120,541
|
|
|
72,321
|
|
|
79,830
|
|
|||
(Loss) income from discontinued operations, net of income taxes of $315, $120,750 and $10,831, respectively (Note 2)
|
|
(2,171
|
)
|
|
198,206
|
|
|
15,419
|
|
|||
Net income
|
|
$
|
118,370
|
|
|
$
|
270,527
|
|
|
$
|
95,249
|
|
Per common share:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
2.20
|
|
|
$
|
1.34
|
|
|
$
|
1.46
|
|
(Loss) income from discontinued operations, net of income taxes
|
|
(0.04
|
)
|
|
3.68
|
|
|
0.28
|
|
|||
Net income
|
|
$
|
2.16
|
|
|
$
|
5.02
|
|
|
$
|
1.74
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
2.16
|
|
|
$
|
1.31
|
|
|
$
|
1.44
|
|
(Loss) income from discontinued operations, net of income taxes
|
|
(0.04
|
)
|
|
3.61
|
|
|
0.28
|
|
|||
Net income
|
|
$
|
2.12
|
|
|
$
|
4.92
|
|
|
$
|
1.72
|
|
Dividends
|
|
$
|
0.45
|
|
|
$
|
0.42
|
|
|
$
|
0.40
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
54,791,030
|
|
|
53,860,308
|
|
|
54,626,453
|
|
|||
Diluted
|
|
55,723,267
|
|
|
54,973,344
|
|
|
55,224,457
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
$
|
118,370
|
|
|
$
|
270,527
|
|
|
$
|
95,249
|
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
||||||
Unrealized loss on hedging activities, net of tax (1)
|
(213
|
)
|
|
(87
|
)
|
|
(635
|
)
|
|||
Foreign currency translation adjustments, net of tax (2)
|
(83,168
|
)
|
|
19,615
|
|
|
24,678
|
|
|||
Defined benefit pension and other postretirement benefits, net
of tax (3)
|
(42,016
|
)
|
|
73,168
|
|
|
(15,741
|
)
|
|||
Total other comprehensive (loss) income, net of tax
|
(125,397
|
)
|
|
92,696
|
|
|
8,302
|
|
|||
Total comprehensive income
|
$
|
(7,027
|
)
|
|
$
|
363,223
|
|
|
$
|
103,551
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
46,039
|
|
|
$
|
70,856
|
|
Accounts receivable, less allowances (2014 – $3,873; 2013 – $3,438)
|
|
275,890
|
|
|
258,664
|
|
||
Inventories
|
|
212,044
|
|
|
211,246
|
|
||
Deferred income taxes
|
|
31,849
|
|
|
18,226
|
|
||
Prepaid expenses and other current assets
|
|
22,574
|
|
|
18,204
|
|
||
Total current assets
|
|
588,396
|
|
|
577,196
|
|
||
Deferred income taxes
|
|
10,061
|
|
|
2,314
|
|
||
Property, plant and equipment, net
|
|
299,435
|
|
|
302,558
|
|
||
Goodwill
|
|
594,949
|
|
|
649,697
|
|
||
Other intangible assets, net
|
|
554,694
|
|
|
534,293
|
|
||
Other assets
|
|
26,350
|
|
|
57,615
|
|
||
Total assets
|
|
$
|
2,073,885
|
|
|
$
|
2,123,673
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Notes and overdrafts payable
|
|
$
|
8,028
|
|
|
$
|
1,074
|
|
Accounts payable
|
|
94,803
|
|
|
88,721
|
|
||
Accrued liabilities
|
|
161,397
|
|
|
154,514
|
|
||
Long-term debt – current
|
|
862
|
|
|
56,009
|
|
||
Total current liabilities
|
|
265,090
|
|
|
300,318
|
|
||
Long-term debt
|
|
495,844
|
|
|
490,341
|
|
||
Accrued retirement benefits
|
|
115,057
|
|
|
80,884
|
|
||
Deferred income taxes
|
|
70,147
|
|
|
94,506
|
|
||
Other liabilities
|
|
15,954
|
|
|
16,210
|
|
||
Commitments and contingencies (Note 21)
|
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
||||
Common stock – par value $0.01 per share
|
|
|
|
|
||||
Authorized: 150,000,000 shares
|
|
|
|
|
||||
Issued: at par value (2014 – 61,229,980 shares; 2013 – 60,306,128 shares)
|
|
612
|
|
|
603
|
|
||
Additional paid-in capital
|
|
405,525
|
|
|
390,347
|
|
||
Treasury stock, at cost (2014 – 6,729,438 shares; 2013 – 6,389,267 shares)
|
|
(169,405
|
)
|
|
(156,649
|
)
|
||
Retained earnings
|
|
974,514
|
|
|
881,169
|
|
||
Accumulated other non-owner changes to equity
|
|
(99,453
|
)
|
|
25,944
|
|
||
Total stockholders’ equity
|
|
1,111,793
|
|
|
1,141,414
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
2,073,885
|
|
|
$
|
2,123,673
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
118,370
|
|
|
$
|
270,527
|
|
|
$
|
95,249
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
81,395
|
|
|
65,052
|
|
|
57,360
|
|
|||
Amortization of convertible debt discount
|
|
731
|
|
|
2,391
|
|
|
2,211
|
|
|||
Loss (gain) on disposition of property, plant and equipment
|
|
143
|
|
|
(887
|
)
|
|
(178
|
)
|
|||
Stock compensation expense
|
|
7,603
|
|
|
18,128
|
|
|
8,819
|
|
|||
Withholding taxes paid on stock issuances
|
|
(4,367
|
)
|
|
(2,090
|
)
|
|
(1,150
|
)
|
|||
Loss (gain) on the sale of businesses
|
|
1,586
|
|
|
(313,708
|
)
|
|
886
|
|
|||
Changes in assets and liabilities, net of the effects of acquisitions/divestitures:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(21,367
|
)
|
|
(23,764
|
)
|
|
(4,160
|
)
|
|||
Inventories
|
|
(10,092
|
)
|
|
2,079
|
|
|
5,404
|
|
|||
Prepaid expenses and other current assets
|
|
(7,137
|
)
|
|
(2,172
|
)
|
|
(4,341
|
)
|
|||
Accounts payable
|
|
8,123
|
|
|
2,384
|
|
|
(5,493
|
)
|
|||
Accrued liabilities
|
|
24,402
|
|
|
(9,891
|
)
|
|
(9,746
|
)
|
|||
Deferred income taxes
|
|
(9,841
|
)
|
|
3,412
|
|
|
9,446
|
|
|||
Long-term retirement benefits
|
|
(7,584
|
)
|
|
(642
|
)
|
|
(16,438
|
)
|
|||
Other
|
|
4,933
|
|
|
(729
|
)
|
|
(1,492
|
)
|
|||
Net cash provided by operating activities
|
|
186,898
|
|
|
10,090
|
|
|
136,377
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Proceeds from disposition of property, plant and equipment
|
|
849
|
|
|
1,767
|
|
|
854
|
|
|||
(Payments for) proceeds from the sale of businesses
|
|
(1,181
|
)
|
|
538,942
|
|
|
(438
|
)
|
|||
Change in restricted cash
|
|
4,886
|
|
|
—
|
|
|
4,900
|
|
|||
Capital expenditures
|
|
(57,365
|
)
|
|
(57,304
|
)
|
|
(37,787
|
)
|
|||
Business acquisitions, net of cash acquired
|
|
—
|
|
|
(307,264
|
)
|
|
(296,560
|
)
|
|||
Component Repair Program payments
|
|
(70,100
|
)
|
|
(16,639
|
)
|
|
—
|
|
|||
Other
|
|
(1,338
|
)
|
|
(2,058
|
)
|
|
(3,776
|
)
|
|||
Net cash (used) provided by investing activities
|
|
(124,249
|
)
|
|
157,444
|
|
|
(332,807
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Net change in other borrowings
|
|
7,009
|
|
|
(2,753
|
)
|
|
(8,852
|
)
|
|||
Payments on long-term debt
|
|
(332,336
|
)
|
|
(555,195
|
)
|
|
(114,411
|
)
|
|||
Proceeds from the issuance of long-term debt
|
|
293,291
|
|
|
450,253
|
|
|
376,000
|
|
|||
Payment of assumed liability to Otto Männer Holding AG
|
|
(19,796
|
)
|
|
—
|
|
|
—
|
|
|||
Premium paid on convertible debt redemption
|
|
(14,868
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the issuance of common stock
|
|
11,460
|
|
|
13,491
|
|
|
7,061
|
|
|||
Common stock repurchases
|
|
(8,389
|
)
|
|
(68,608
|
)
|
|
(19,037
|
)
|
|||
Dividends paid
|
|
(24,464
|
)
|
|
(22,422
|
)
|
|
(21,662
|
)
|
|||
Excess tax benefit on stock awards
|
|
4,888
|
|
|
3,899
|
|
|
1,438
|
|
|||
Other
|
|
(338
|
)
|
|
(1,472
|
)
|
|
(1,261
|
)
|
|||
Net cash (used) provided by financing activities
|
|
(83,543
|
)
|
|
(182,807
|
)
|
|
219,276
|
|
|||
Effect of exchange rate changes on cash flows
|
|
(3,923
|
)
|
|
(227
|
)
|
|
1,005
|
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(24,817
|
)
|
|
(15,500
|
)
|
|
23,851
|
|
|||
Cash and cash equivalents at beginning of year
|
|
70,856
|
|
|
86,356
|
|
|
62,505
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
46,039
|
|
|
$
|
70,856
|
|
|
$
|
86,356
|
|
|
|
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, 2012
|
|
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
|
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
118,370
|
|
|
(125,397
|
)
|
|
(7,027
|
)
|
|||||||||||
Dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
(24,464
|
)
|
|
|
|
(24,464
|
)
|
||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
221
|
|
|
(8,389
|
)
|
|
|
|
|
|
(8,389
|
)
|
|||||||||||
Convertible debt redemption, net of tax
|
|
|
|
|
|
(8,666
|
)
|
|
|
|
|
|
|
|
|
|
(8,666
|
)
|
||||||||||||
Employee stock plans
|
|
924
|
|
|
9
|
|
|
23,844
|
|
|
119
|
|
|
(4,367
|
)
|
|
(561
|
)
|
|
|
|
18,925
|
|
|||||||
December 31, 2014
|
|
61,230
|
|
|
$
|
612
|
|
|
$
|
405,525
|
|
|
6,729
|
|
|
$
|
(169,405
|
)
|
|
$
|
974,514
|
|
|
$
|
(99,453
|
)
|
|
$
|
1,111,793
|
|
|
2014
|
2013
|
2012
|
||||||
Net sales
|
$
|
—
|
|
$
|
93,173
|
|
$
|
301,179
|
|
(Loss) income before income taxes
|
(270
|
)
|
5,248
|
|
27,136
|
|
|||
Income tax (benefit) expense
|
(86
|
)
|
2,359
|
|
10,918
|
|
|||
(Loss) income from operations of discontinued businesses, net of income taxes
|
(184
|
)
|
2,889
|
|
16,218
|
|
|||
|
|
|
|
||||||
(Loss) gain on transaction
|
(1,586
|
)
|
313,708
|
|
(886
|
)
|
|||
Income tax expense (benefit) on sale
|
401
|
|
118,391
|
|
(87
|
)
|
|||
(Loss) gain on the sale of businesses, net of income taxes
|
(1,987
|
)
|
195,317
|
|
(799
|
)
|
|||
|
|
|
|
||||||
(Loss) income from discontinued operations, net of income taxes
|
$
|
(2,171
|
)
|
$
|
198,206
|
|
$
|
15,419
|
|
|
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
|
||||
Net sales
|
$
|
1,191,109
|
|
$
|
1,137,437
|
|
Income from continuing operations
|
92,343
|
|
88,023
|
|
||
Net income
|
$
|
290,549
|
|
$
|
103,442
|
|
|
|
|
||||
Per common share:
|
|
|
||||
Basic:
|
|
|
||||
Income from continuing operations
|
$
|
1.69
|
|
$
|
1.58
|
|
Net income
|
$
|
5.31
|
|
$
|
1.86
|
|
Diluted:
|
|
|
||||
Income from continuing operations
|
$
|
1.65
|
|
$
|
1.56
|
|
Net income
|
$
|
5.20
|
|
$
|
1.84
|
|
|
|
2014
|
|
2013
|
||||
Finished goods
|
|
$
|
83,905
|
|
|
$
|
85,033
|
|
Work-in-process
|
|
79,563
|
|
|
71,982
|
|
||
Raw materials and supplies
|
|
48,576
|
|
|
54,231
|
|
||
|
|
$
|
212,044
|
|
|
$
|
211,246
|
|
|
|
2014
|
|
2013
|
||||
Land
|
|
$
|
19,422
|
|
|
$
|
21,935
|
|
Buildings
|
|
145,142
|
|
|
154,938
|
|
||
Machinery and equipment
|
|
507,661
|
|
|
509,664
|
|
||
|
|
672,225
|
|
|
686,537
|
|
||
Less accumulated depreciation
|
|
(372,790
|
)
|
|
(383,979
|
)
|
||
|
|
$
|
299,435
|
|
|
$
|
302,558
|
|
|
Industrial
|
|
Aerospace
|
|
Other
|
|
Total
Company
|
||||||||
January 1, 2013
|
$
|
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
|
|
||||
Foreign currency translation
|
(54,748
|
)
|
|
—
|
|
|
—
|
|
|
(54,748
|
)
|
||||
December 31, 2014
|
$
|
564,163
|
|
|
$
|
30,786
|
|
|
$
|
—
|
|
|
$
|
594,949
|
|
|
|
|
|
2014
|
|
2013
|
||||||||||||
|
|
Range of
Life-Years
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue Sharing Programs
|
|
Up to 30
|
|
$
|
293,700
|
|
|
$
|
(72,958
|
)
|
|
$
|
293,700
|
|
|
$
|
(64,220
|
)
|
Component Repair Program
|
|
Up to 15
|
|
106,639
|
|
|
(1,941
|
)
|
|
26,639
|
|
|
—
|
|
||||
Customer lists/relationships
|
|
10-16
|
|
183,406
|
|
|
(30,731
|
)
|
|
183,406
|
|
|
(18,293
|
)
|
||||
Patents and technology
|
|
7-14
|
|
62,972
|
|
|
(22,356
|
)
|
|
62,972
|
|
|
(14,210
|
)
|
||||
Trademarks/trade names
|
|
5-30
|
|
11,950
|
|
|
(8,552
|
)
|
|
11,950
|
|
|
(7,628
|
)
|
||||
Other
|
|
Up to 15
|
|
19,292
|
|
|
(14,806
|
)
|
|
19,292
|
|
|
(9,868
|
)
|
||||
|
|
|
|
677,959
|
|
|
(151,344
|
)
|
|
597,959
|
|
|
(114,219
|
)
|
||||
Unamortized intangible asset
|
|
|
|
|
|
|
|
|
|
|
||||||||
Trade names
|
|
|
|
36,900
|
|
|
—
|
|
|
36,900
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation
|
|
|
|
(8,821
|
)
|
|
—
|
|
|
13,653
|
|
|
—
|
|
||||
Other intangible assets
|
|
|
|
$
|
706,038
|
|
|
$
|
(151,344
|
)
|
|
$
|
648,512
|
|
|
$
|
(114,219
|
)
|
|
|
2014
|
|
2013
|
||||
Payroll and other compensation
|
|
$
|
41,948
|
|
|
$
|
37,640
|
|
Deferred revenue
|
|
25,344
|
|
|
23,424
|
|
||
Payable to Otto Männer Holding AG
|
|
—
|
|
|
20,001
|
|
||
CRP Accrual
|
|
19,900
|
|
|
10,000
|
|
||
Pension and other postretirement benefits
|
|
8,233
|
|
|
8,225
|
|
||
Accrued income taxes
|
|
21,755
|
|
|
13,593
|
|
||
Other
|
|
44,217
|
|
|
41,631
|
|
||
|
|
$
|
161,397
|
|
|
$
|
154,514
|
|
|
|
2014
|
|
2013
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
3.375% Convertible Notes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55,636
|
|
|
$
|
76,569
|
|
Unamortized debt discount – 3.375% Convertible Notes
|
|
—
|
|
|
—
|
|
|
(731
|
)
|
|
—
|
|
||||
Revolving credit agreement
|
|
393,518
|
|
|
394,917
|
|
|
487,920
|
|
|
482,431
|
|
||||
3.97% Senior Notes
|
|
100,000
|
|
|
102,859
|
|
|
—
|
|
|
—
|
|
||||
Borrowings under lines of credit and overdrafts
|
|
8,028
|
|
|
8,028
|
|
|
1,074
|
|
|
1,074
|
|
||||
Capital leases
|
|
3,188
|
|
|
3,479
|
|
|
3,120
|
|
|
3,402
|
|
||||
Other foreign bank borrowings
|
|
—
|
|
|
—
|
|
|
405
|
|
|
410
|
|
||||
|
|
504,734
|
|
|
509,283
|
|
|
547,424
|
|
|
563,886
|
|
||||
Less current maturities
|
|
(8,890
|
)
|
|
|
|
(57,083
|
)
|
|
|
||||||
Long-term debt
|
|
$
|
495,844
|
|
|
|
|
$
|
490,341
|
|
|
|
|
|
2014
|
|
2013
|
||||
3.375% Convertible Notes:
|
|
|
|
|
||||
Carrying value of equity component, net of tax
|
|
$
|
—
|
|
|
$
|
10,772
|
|
Principal value of liability component
|
|
$
|
—
|
|
|
$
|
55,636
|
|
Unamortized debt discount
|
|
—
|
|
|
(731
|
)
|
||
Net carrying value of liability component
|
|
$
|
—
|
|
|
$
|
54,905
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest expense – 3.375% coupon
|
|
$
|
1,046
|
|
|
$
|
1,878
|
|
|
$
|
1,878
|
|
Interest expense – 3.375% debt discount amortization
|
|
731
|
|
|
2,391
|
|
|
2,211
|
|
|||
|
|
$
|
1,777
|
|
|
$
|
4,269
|
|
|
$
|
4,089
|
|
|
|
||
January 1, 2014
|
$
|
—
|
|
Employee severance costs
|
1,230
|
|
|
Payments
|
(1,122
|
)
|
|
December 31, 2014
|
$
|
108
|
|
|
|
2014
|
|
2013
|
||||||||||||
|
|
Asset
Derivatives
|
|
Liability
Derivatives
|
|
Asset
Derivatives
|
|
Liability
Derivatives
|
||||||||
Derivatives designated as hedging
instruments:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
—
|
|
|
$
|
(295
|
)
|
|
$
|
—
|
|
|
$
|
(370
|
)
|
Foreign exchange contracts
|
|
—
|
|
|
(652
|
)
|
|
—
|
|
|
(318
|
)
|
||||
|
|
—
|
|
|
(947
|
)
|
|
—
|
|
|
(688
|
)
|
||||
Derivatives not designated as
hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
460
|
|
|
(699
|
)
|
|
543
|
|
|
(67
|
)
|
||||
Total derivatives
|
|
$
|
460
|
|
|
$
|
(1,646
|
)
|
|
$
|
543
|
|
|
$
|
(755
|
)
|
|
|
2014
|
|
2013
|
||||
Cash flow hedges:
|
|
|
|
|
||||
Interest rate contracts
|
|
$
|
48
|
|
|
$
|
898
|
|
Foreign exchange contracts
|
|
(261
|
)
|
|
(985
|
)
|
||
|
|
$
|
(213
|
)
|
|
$
|
(87
|
)
|
|
|
2014
|
|
2013
|
||||
Foreign exchange contracts
|
|
$
|
(810
|
)
|
|
$
|
(739
|
)
|
|
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, 2014
|
|
|
|
|
|
|
|
|
||||||||
Asset derivatives
|
|
$
|
460
|
|
|
$
|
—
|
|
|
$
|
460
|
|
|
$
|
—
|
|
Liability derivatives
|
|
(1,646
|
)
|
|
—
|
|
|
(1,646
|
)
|
|
—
|
|
||||
Bank acceptances
|
|
10,785
|
|
|
—
|
|
|
10,785
|
|
|
—
|
|
||||
Rabbi trust assets
|
|
2,092
|
|
|
2,092
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
11,691
|
|
|
$
|
2,092
|
|
|
$
|
9,599
|
|
|
$
|
—
|
|
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
|
|
|
$
|
—
|
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Benefit obligation, January 1
|
|
$
|
374,740
|
|
|
$
|
78,982
|
|
|
$
|
453,722
|
|
|
$
|
423,547
|
|
|
$
|
72,769
|
|
|
$
|
496,316
|
|
Service cost
|
|
3,549
|
|
|
997
|
|
|
4,546
|
|
|
5,403
|
|
|
778
|
|
|
6,181
|
|
||||||
Interest cost
|
|
19,129
|
|
|
2,897
|
|
|
22,026
|
|
|
17,571
|
|
|
2,541
|
|
|
20,112
|
|
||||||
Actuarial (gain) loss
|
|
58,906
|
|
|
9,728
|
|
|
68,634
|
|
|
(40,734
|
)
|
|
31
|
|
|
(40,703
|
)
|
||||||
Benefits paid
|
|
(23,960
|
)
|
|
(3,405
|
)
|
|
(27,365
|
)
|
|
(23,348
|
)
|
|
(4,712
|
)
|
|
(28,060
|
)
|
||||||
Transfers in
|
|
—
|
|
|
1,929
|
|
|
1,929
|
|
|
—
|
|
|
6,786
|
|
|
6,786
|
|
||||||
Plan curtailments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,715
|
)
|
|
—
|
|
|
(8,715
|
)
|
||||||
Plan settlements
|
|
—
|
|
|
(4,949
|
)
|
|
(4,949
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefit
|
|
715
|
|
|
—
|
|
|
715
|
|
|
1,016
|
|
|
—
|
|
|
1,016
|
|
||||||
Participant contributions
|
|
—
|
|
|
906
|
|
|
906
|
|
|
—
|
|
|
545
|
|
|
545
|
|
||||||
Foreign exchange rate changes
|
|
—
|
|
|
(6,780
|
)
|
|
(6,780
|
)
|
|
—
|
|
|
244
|
|
|
244
|
|
||||||
Benefit obligation, December 31
|
|
433,079
|
|
|
80,305
|
|
|
513,384
|
|
|
374,740
|
|
|
78,982
|
|
|
453,722
|
|
||||||
Fair value of plan assets, January 1
|
|
379,059
|
|
|
74,519
|
|
|
453,578
|
|
|
323,711
|
|
|
63,842
|
|
|
387,553
|
|
||||||
Actual return on plan assets
|
|
20,436
|
|
|
6,349
|
|
|
26,785
|
|
|
74,622
|
|
|
6,357
|
|
|
80,979
|
|
||||||
Company contributions
|
|
5,402
|
|
|
2,219
|
|
|
7,621
|
|
|
4,074
|
|
|
1,910
|
|
|
5,984
|
|
||||||
Participant contributions
|
|
—
|
|
|
906
|
|
|
906
|
|
|
—
|
|
|
545
|
|
|
545
|
|
||||||
Benefits paid
|
|
(23,960
|
)
|
|
(3,405
|
)
|
|
(27,365
|
)
|
|
(23,348
|
)
|
|
(4,712
|
)
|
|
(28,060
|
)
|
||||||
Plan settlements
|
|
—
|
|
|
(4,949
|
)
|
|
(4,949
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Transfers in
|
|
—
|
|
|
1,929
|
|
|
1,929
|
|
|
—
|
|
|
6,627
|
|
|
6,627
|
|
||||||
Foreign exchange rate changes
|
|
—
|
|
|
(5,818
|
)
|
|
(5,818
|
)
|
|
—
|
|
|
(50
|
)
|
|
(50
|
)
|
||||||
Fair value of plan assets, December 31
|
|
380,937
|
|
|
71,750
|
|
|
452,687
|
|
|
379,059
|
|
|
74,519
|
|
|
453,578
|
|
||||||
Funded/(underfunded) status, December 31
|
|
$
|
(52,142
|
)
|
|
$
|
(8,555
|
)
|
|
$
|
(60,697
|
)
|
|
$
|
4,319
|
|
|
$
|
(4,463
|
)
|
|
$
|
(144
|
)
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Projected benefit obligation
|
|
$
|
297,067
|
|
|
$
|
29,971
|
|
|
$
|
327,038
|
|
|
$
|
31,231
|
|
|
$
|
27,415
|
|
|
$
|
58,646
|
|
Fair value of plan assets
|
|
234,305
|
|
|
17,660
|
|
|
251,965
|
|
|
—
|
|
|
19,353
|
|
|
19,353
|
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Projected benefit obligation
|
|
$
|
297,067
|
|
|
$
|
23,496
|
|
|
$
|
320,563
|
|
|
$
|
31,231
|
|
|
$
|
9,421
|
|
|
$
|
40,652
|
|
Accumulated benefit obligation
|
|
286,217
|
|
|
20,446
|
|
|
306,663
|
|
|
30,913
|
|
|
8,994
|
|
|
39,907
|
|
||||||
Fair value of plan assets
|
|
234,305
|
|
|
12,552
|
|
|
246,857
|
|
|
—
|
|
|
1,779
|
|
|
1,779
|
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Other assets
|
|
$
|
10,620
|
|
|
$
|
3,882
|
|
|
$
|
14,502
|
|
|
$
|
35,550
|
|
|
$
|
3,599
|
|
|
$
|
39,149
|
|
Accrued liabilities
|
|
2,810
|
|
|
376
|
|
|
3,186
|
|
|
2,707
|
|
|
627
|
|
|
3,334
|
|
||||||
Accrued retirement benefits
|
|
59,952
|
|
|
12,061
|
|
|
72,013
|
|
|
28,524
|
|
|
7,435
|
|
|
35,959
|
|
||||||
Accumulated other non-owner changes to equity, net
|
|
(86,925
|
)
|
|
(20,689
|
)
|
|
(107,614
|
)
|
|
(48,564
|
)
|
|
(18,858
|
)
|
|
(67,422
|
)
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Net actuarial loss
|
|
$
|
(86,399
|
)
|
|
$
|
(20,406
|
)
|
|
$
|
(106,805
|
)
|
|
$
|
(47,538
|
)
|
|
$
|
(18,477
|
)
|
|
$
|
(66,015
|
)
|
Prior service costs
|
|
(526
|
)
|
|
(283
|
)
|
|
(809
|
)
|
|
(1,026
|
)
|
|
(381
|
)
|
|
(1,407
|
)
|
||||||
|
|
$
|
(86,925
|
)
|
|
$
|
(20,689
|
)
|
|
$
|
(107,614
|
)
|
|
$
|
(48,564
|
)
|
|
$
|
(18,858
|
)
|
|
$
|
(67,422
|
)
|
|
|
2014
|
|
2013
|
||||
Benefit obligation, January 1
|
|
$
|
46,243
|
|
|
$
|
53,988
|
|
Service cost
|
|
139
|
|
|
233
|
|
||
Interest cost
|
|
2,179
|
|
|
2,061
|
|
||
Actuarial (gain) loss
|
|
3,049
|
|
|
(2,328
|
)
|
||
Benefits paid
|
|
(7,568
|
)
|
|
(9,133
|
)
|
||
Curtailment gain
|
|
—
|
|
|
(1,675
|
)
|
||
Participant contributions
|
|
2,833
|
|
|
3,039
|
|
||
Foreign exchange rate changes
|
|
(61
|
)
|
|
58
|
|
||
Benefit obligation, December 31
|
|
46,814
|
|
|
46,243
|
|
||
Fair value of plan assets, January 1
|
|
—
|
|
|
—
|
|
||
Company contributions
|
|
4,735
|
|
|
6,094
|
|
||
Participant contributions
|
|
2,833
|
|
|
3,039
|
|
||
Benefits paid
|
|
(7,568
|
)
|
|
(9,133
|
)
|
||
Fair value of plan assets, December 31
|
|
—
|
|
|
—
|
|
||
Underfunded status, December 31
|
|
$
|
46,814
|
|
|
$
|
46,243
|
|
|
|
2014
|
|
2013
|
||||
Accrued liabilities
|
|
$
|
5,047
|
|
|
$
|
4,891
|
|
Accrued retirement benefits
|
|
41,767
|
|
|
41,352
|
|
||
Accumulated other non-owner changes to equity, net
|
|
(7,675
|
)
|
|
(5,804
|
)
|
|
|
2014
|
|
2013
|
||||
Net actuarial loss
|
|
$
|
(8,212
|
)
|
|
$
|
(6,885
|
)
|
Prior service credits
|
|
537
|
|
|
1,081
|
|
||
|
|
$
|
(7,675
|
)
|
|
$
|
(5,804
|
)
|
|
|
Pension
|
|
Other
Postretirement
Benefits
|
||||
Net loss
|
|
$
|
(48,957
|
)
|
|
$
|
(1,930
|
)
|
Amortization of prior service costs (credits)
|
|
570
|
|
|
(544
|
)
|
||
Amortization of actuarial loss
|
|
6,477
|
|
|
628
|
|
||
Foreign exchange rate changes
|
|
1,765
|
|
|
(25
|
)
|
||
|
|
$
|
(40,145
|
)
|
|
$
|
(1,871
|
)
|
|
|
2014
|
|
2013
|
||
U.S. plans:
|
|
|
|
|
||
Discount rate
|
|
4.25
|
%
|
|
5.20
|
%
|
Increase in compensation
|
|
3.73
|
%
|
|
3.72
|
%
|
Non-U.S. plans:
|
|
|
|
|
||
Discount rate
|
|
2.74
|
%
|
|
3.93
|
%
|
Increase in compensation
|
|
2.72
|
%
|
|
2.76
|
%
|
|
|
|
|
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, 2014
|
|
|
|
|
|
|
|
|
||||||||
Cash and short-term investments
|
|
$
|
10,805
|
|
|
$
|
10,805
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
|
137,051
|
|
|
65,484
|
|
|
71,567
|
|
|
—
|
|
||||
U.S. mid-cap
|
|
48,614
|
|
|
48,614
|
|
|
—
|
|
|
—
|
|
||||
U.S. small-cap
|
|
47,972
|
|
|
47,972
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
|
71,451
|
|
|
—
|
|
|
71,451
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. bond funds
|
|
79,810
|
|
|
—
|
|
|
79,810
|
|
|
—
|
|
||||
International bonds
|
|
35,949
|
|
|
—
|
|
|
35,949
|
|
|
—
|
|
||||
Real estate securities
|
|
18,915
|
|
|
—
|
|
|
18,915
|
|
|
—
|
|
||||
Other
|
|
2,120
|
|
|
—
|
|
|
—
|
|
|
2,120
|
|
||||
|
|
$
|
452,687
|
|
|
$
|
172,875
|
|
|
$
|
277,692
|
|
|
$
|
2,120
|
|
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
|
|
|
|
Pensions
|
|
Other
Postretirement
Benefits
|
||||
2015
|
|
$
|
29,161
|
|
|
$
|
4,547
|
|
2016
|
|
29,319
|
|
|
4,177
|
|
||
2017
|
|
29,471
|
|
|
3,971
|
|
||
2018
|
|
29,745
|
|
|
4,108
|
|
||
2019
|
|
30,570
|
|
|
3,846
|
|
||
Years 2020-2024
|
|
151,904
|
|
|
16,112
|
|
||
Total
|
|
$
|
300,170
|
|
|
$
|
36,761
|
|
|
|
Pensions
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Service cost
|
|
$
|
4,546
|
|
|
$
|
6,181
|
|
|
$
|
6,530
|
|
|
$
|
139
|
|
|
$
|
233
|
|
|
$
|
273
|
|
Interest cost
|
|
22,026
|
|
|
20,112
|
|
|
21,624
|
|
|
2,179
|
|
|
2,061
|
|
|
2,532
|
|
||||||
Expected return on plan assets
|
|
(34,232
|
)
|
|
(33,144
|
)
|
|
(32,827
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
|
648
|
|
|
752
|
|
|
845
|
|
|
(871
|
)
|
|
(1,006
|
)
|
|
(1,585
|
)
|
||||||
Recognized losses
|
|
8,617
|
|
|
16,365
|
|
|
12,048
|
|
|
1,017
|
|
|
1,004
|
|
|
1,082
|
|
||||||
Curtailment loss (gain)
|
|
219
|
|
|
199
|
|
|
—
|
|
|
4
|
|
|
(3,081
|
)
|
|
—
|
|
||||||
Settlement loss
|
|
871
|
|
|
637
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
|
715
|
|
|
1,016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
3,410
|
|
|
$
|
12,118
|
|
|
$
|
8,312
|
|
|
$
|
2,468
|
|
|
$
|
(789
|
)
|
|
$
|
2,302
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
U.S. plans:
|
|
|
|
|
|
|
|||
Discount rate
|
|
5.20
|
%
|
|
4.25
|
%
|
|
5.05
|
%
|
Long-term rate of return
|
|
9.00
|
%
|
|
9.00
|
%
|
|
9.00
|
%
|
Increase in compensation
|
|
3.72
|
%
|
|
3.71
|
%
|
|
3.71
|
%
|
Non-U.S. plans:
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.93
|
%
|
|
3.73
|
%
|
|
4.46
|
%
|
Long-term rate of return
|
|
5.07
|
%
|
|
5.33
|
%
|
|
5.79
|
%
|
Increase in compensation
|
|
2.76
|
%
|
|
2.69
|
%
|
|
2.76
|
%
|
|
|
One Percentage
Point Increase
|
|
One Percentage
Point Decrease
|
||||
Effect on postretirement benefit obligation
|
|
$
|
509
|
|
|
$
|
(467
|
)
|
Effect on postretirement benefit cost
|
|
25
|
|
|
(23
|
)
|
|
Contributions by the Company
|
||||||||||
Pension Fund:
|
2014
|
|
2013
|
|
2012
|
||||||
Teamsters Local 641 Pension Fund (Edison, New Jersey)
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
97
|
|
Swedish Pension Plan (ITP2)
|
379
|
|
|
414
|
|
|
409
|
|
|||
Total Contributions
|
$
|
379
|
|
|
$
|
437
|
|
|
$
|
506
|
|
|
|
Number of
Shares
|
|
Weighted-Average
Exercise
Price
|
|||
Outstanding, January 1, 2014
|
|
1,516,341
|
|
|
$
|
20.65
|
|
Granted
|
|
92,050
|
|
|
37.24
|
|
|
Exercised
|
|
(569,561
|
)
|
|
19.36
|
|
|
Forfeited
|
|
(25,606
|
)
|
|
27.10
|
|
|
Outstanding, December 31, 2014
|
|
1,013,224
|
|
|
22.72
|
|
|
|
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 $20.69
|
|
356,110
|
|
|
4.70
|
|
$
|
16.44
|
|
|
348,385
|
|
|
$
|
16.35
|
|
$22.34 to $24.24
|
|
317,783
|
|
|
3.38
|
|
23.08
|
|
|
234,921
|
|
|
22.68
|
|
||
$24.40 to $32.76
|
|
253,781
|
|
|
4.29
|
|
26.23
|
|
|
203,251
|
|
|
26.16
|
|
||
$33.45 to $38.96
|
|
85,550
|
|
|
8.97
|
|
37.17
|
|
|
2,000
|
|
|
33.45
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Risk-free interest rate
|
|
1.68
|
%
|
|
0.96
|
%
|
|
0.98
|
%
|
Expected life (years)
|
|
5.3
|
|
|
5.3
|
|
|
5.3
|
|
Expected volatility
|
|
42.6
|
%
|
|
48.9
|
%
|
|
50.2
|
%
|
Expected dividend yield
|
|
2.24
|
%
|
|
2.38
|
%
|
|
2.56
|
%
|
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)
|
|||||||||
995,945
|
|
$
|
22.72
|
|
|
$
|
14,248
|
|
|
4.54
|
|
788,557
|
|
|
$
|
20.81
|
|
|
$
|
12,778
|
|
|
3.88
|
|
|
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, 2014
|
|
558,576
|
|
|
$
|
20.60
|
|
|
224,544
|
|
|
$
|
24.42
|
|
|
112,272
|
|
|
$
|
35.87
|
|
Granted
|
|
132,794
|
|
|
36.93
|
|
|
65,437
|
|
|
37.34
|
|
|
32,718
|
|
|
58.16
|
|
|||
Forfeited
|
|
(45,531
|
)
|
|
28.82
|
|
|
(17,429
|
)
|
|
35.13
|
|
|
(8,715
|
)
|
|
44.70
|
|
|||
Additional Earned
|
|
—
|
|
|
—
|
|
|
37,173
|
|
|
23.13
|
|
|
19,483
|
|
|
34.87
|
|
|||
Issued
|
|
(216,633
|
)
|
|
34.09
|
|
|
(82,661
|
)
|
|
23.13
|
|
|
(42,227
|
)
|
|
34.87
|
|
|||
Outstanding, December 31, 2014
|
|
429,206
|
|
|
26.76
|
|
|
227,064
|
|
|
28.11
|
|
|
113,531
|
|
|
41.82
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income from continuing operations before income taxes:
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
33,070
|
|
|
$
|
10,343
|
|
|
$
|
8,853
|
|
International
|
|
133,430
|
|
|
97,231
|
|
|
83,409
|
|
|||
Income from continuing operations before income taxes
|
|
$
|
166,500
|
|
|
$
|
107,574
|
|
|
$
|
92,262
|
|
Income tax provision:
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. – federal
|
|
$
|
22,673
|
|
|
$
|
8,356
|
|
|
$
|
579
|
|
U.S. – state
|
|
1,236
|
|
|
539
|
|
|
24
|
|
|||
International
|
|
35,954
|
|
|
16,933
|
|
|
13,418
|
|
|||
|
|
59,863
|
|
|
25,828
|
|
|
14,021
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
U.S. – federal
|
|
(6,737
|
)
|
|
13,792
|
|
|
4,610
|
|
|||
U.S. – state
|
|
1,279
|
|
|
(110
|
)
|
|
566
|
|
|||
International
|
|
(8,446
|
)
|
|
(4,257
|
)
|
|
(6,765
|
)
|
|||
|
|
(13,904
|
)
|
|
9,425
|
|
|
(1,589
|
)
|
|||
Income taxes
|
|
$
|
45,959
|
|
|
$
|
35,253
|
|
|
$
|
12,432
|
|
|
|
Assets
|
|
Liabilities
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Allowance for doubtful accounts
|
|
$
|
494
|
|
|
$
|
520
|
|
|
$
|
86
|
|
|
$
|
88
|
|
Depreciation and amortization
|
|
(19,338
|
)
|
|
1,886
|
|
|
59,271
|
|
|
96,305
|
|
||||
Inventory valuation
|
|
17,072
|
|
|
17,292
|
|
|
1,981
|
|
|
4,241
|
|
||||
Other postretirement/postemployment costs
|
|
17,549
|
|
|
3,065
|
|
|
(247
|
)
|
|
(14,536
|
)
|
||||
Tax loss carryforwards
|
|
13,977
|
|
|
15,363
|
|
|
(56
|
)
|
|
(1,445
|
)
|
||||
Pension
|
|
21,968
|
|
|
1,631
|
|
|
(1,005
|
)
|
|
(1,049
|
)
|
||||
Accrued compensation
|
|
15,418
|
|
|
5,949
|
|
|
—
|
|
|
(9,381
|
)
|
||||
Goodwill
|
|
(13,772
|
)
|
|
—
|
|
|
57
|
|
|
12,805
|
|
||||
Swedish tax incentive
|
|
—
|
|
|
—
|
|
|
4,255
|
|
|
4,590
|
|
||||
Contingent convertible debt interest
|
|
—
|
|
|
(12,848
|
)
|
|
—
|
|
|
—
|
|
||||
Unrealized foreign currency gain
|
|
—
|
|
|
—
|
|
|
1,999
|
|
|
2,948
|
|
||||
Other
|
|
4,398
|
|
|
6,555
|
|
|
5,763
|
|
|
3,735
|
|
||||
|
|
57,766
|
|
|
39,413
|
|
|
72,104
|
|
|
98,301
|
|
||||
Valuation allowance
|
|
(15,856
|
)
|
|
(18,873
|
)
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
41,910
|
|
|
$
|
20,540
|
|
|
$
|
72,104
|
|
|
$
|
98,301
|
|
Current deferred income taxes
|
|
$
|
31,849
|
|
|
$
|
18,226
|
|
|
$
|
1,957
|
|
|
$
|
3,795
|
|
Non-current deferred income taxes
|
|
10,061
|
|
|
2,314
|
|
|
70,147
|
|
|
94,506
|
|
||||
|
|
$
|
41,910
|
|
|
$
|
20,540
|
|
|
$
|
72,104
|
|
|
$
|
98,301
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
U.S. federal statutory income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes (net of federal benefit)
|
|
0.5
|
|
|
0.3
|
|
|
0.3
|
|
Foreign losses without tax benefit
|
|
1.1
|
|
|
0.8
|
|
|
0.8
|
|
U.S. Tax Court Decision
|
|
—
|
|
|
15.3
|
|
|
—
|
|
Foreign operations taxed at lower rates
|
|
(12.6
|
)
|
|
(20.6
|
)
|
|
(23.7
|
)
|
Repatriation from current year foreign earnings
|
|
2.6
|
|
|
1.1
|
|
|
2.3
|
|
Other
|
|
1.0
|
|
|
0.9
|
|
|
(1.2
|
)
|
Consolidated effective income tax rate
|
|
27.6
|
%
|
|
32.8
|
%
|
|
13.5
|
%
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at January 1
|
|
$
|
8,027
|
|
|
$
|
9,321
|
|
|
$
|
6,965
|
|
Increase (decrease) in unrecognized tax benefits due to:
|
|
|
|
|
|
|
||||||
Tax positions taken during prior periods
|
|
533
|
|
|
9,944
|
|
|
—
|
|
|||
Tax positions taken during the current period
|
|
—
|
|
|
3,350
|
|
|
—
|
|
|||
Acquisition
|
|
—
|
|
|
556
|
|
|
2,528
|
|
|||
Settlements
|
|
—
|
|
|
(15,144
|
)
|
|
(172
|
)
|
|||
Balance at December 31
|
|
$
|
8,560
|
|
|
$
|
8,027
|
|
|
$
|
9,321
|
|
|
|
Weighted-Average Common Shares Outstanding
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Basic
|
|
54,791,030
|
|
|
53,860,308
|
|
|
54,626,453
|
|
Dilutive effect of:
|
|
|
|
|
|
|
|||
Stock options
|
|
355,595
|
|
|
575,202
|
|
|
478,462
|
|
Restricted stock units
|
|
319,704
|
|
|
280,488
|
|
|
70,554
|
|
Convertible senior subordinated debt
|
|
245,230
|
|
|
209,321
|
|
|
—
|
|
Non-Employee Director Deferred Stock Plan
|
|
11,708
|
|
|
48,025
|
|
|
48,988
|
|
Diluted
|
|
55,723,267
|
|
|
54,973,344
|
|
|
55,224,457
|
|
|
Gains and Losses on Cash Flow Hedges
|
|
Pension and Other Postretirement Benefit Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||
January 1, 2014
|
$
|
(519
|
)
|
|
$
|
(73,273
|
)
|
|
$
|
99,736
|
|
|
$
|
25,944
|
|
Other comprehensive loss before reclassifications to consolidated statements of income
|
(1,074
|
)
|
|
(49,144
|
)
|
|
(83,168
|
)
|
|
(133,386
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income to the consolidated statements of income
|
861
|
|
|
7,128
|
|
|
—
|
|
|
7,989
|
|
||||
Net current-period other comprehensive loss
|
(213
|
)
|
|
(42,016
|
)
|
|
(83,168
|
)
|
|
(125,397
|
)
|
||||
December 31, 2014
|
$
|
(732
|
)
|
|
$
|
(115,289
|
)
|
|
$
|
16,568
|
|
|
$
|
(99,453
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
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 (loss) 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 (loss) 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
|
||||||
|
|
2014
|
|
2013
|
|
|
||||
Gains and losses on cash flow hedges
|
|
|
|
|
|
|
||||
Interest rate contracts
|
|
$
|
(886
|
)
|
|
$
|
(850
|
)
|
|
Interest expense
|
Foreign exchange contracts
|
|
(391
|
)
|
|
733
|
|
|
Net sales
|
||
|
|
(1,277
|
)
|
|
(117
|
)
|
|
Total before tax
|
||
|
|
416
|
|
|
156
|
|
|
Tax benefit
|
||
|
|
(861
|
)
|
|
39
|
|
|
Net of tax
|
||
|
|
|
|
|
|
|
||||
Pension and other postretirement benefit items
|
|
|
|
|
|
|
||||
Amortization of prior-service credits, net
|
|
$
|
223
|
|
|
$
|
254
|
|
|
(A)
|
Amortization of actuarial losses
|
|
(9,634
|
)
|
|
(17,369
|
)
|
|
(A)
|
||
Curtailment (loss) gain (net)
|
|
(223
|
)
|
|
2,882
|
|
|
(A)
|
||
Settlement loss
|
|
(871
|
)
|
|
(637
|
)
|
|
(A)
|
||
|
|
(10,505
|
)
|
|
(14,870
|
)
|
|
Total before tax
|
||
|
|
3,377
|
|
|
5,017
|
|
|
Tax benefit
|
||
|
|
(7,128
|
)
|
|
(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
|
|
$
|
(7,989
|
)
|
|
$
|
(13,957
|
)
|
|
|
|
|
Industrial
|
|
Aerospace
|
|
Other
|
|
Total Company
|
||||||||
Sales
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
$
|
822.1
|
|
|
$
|
440.0
|
|
|
$
|
—
|
|
|
$
|
1,262.0
|
|
2013
|
|
687.6
|
|
|
404.0
|
|
|
—
|
|
|
1,091.6
|
|
||||
2012
|
|
538.3
|
|
|
390.5
|
|
|
—
|
|
|
928.8
|
|
||||
Operating profit
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
$
|
108.4
|
|
|
$
|
71.6
|
|
|
$
|
—
|
|
|
$
|
180.0
|
|
2013
|
|
71.9
|
|
|
51.3
|
|
|
—
|
|
|
123.2
|
|
||||
2012
|
|
49.3
|
|
|
57.9
|
|
|
—
|
|
|
107.1
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
$
|
1,282.0
|
|
|
$
|
655.0
|
|
|
$
|
136.9
|
|
|
$
|
2,073.9
|
|
2013
|
|
1,410.4
|
|
|
567.1
|
|
|
146.2
|
|
|
2,123.7
|
|
||||
2012
|
|
907.1
|
|
|
533.5
|
|
|
428.0
|
|
|
1,868.6
|
|
||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
$
|
54.7
|
|
|
$
|
24.9
|
|
|
$
|
1.8
|
|
|
$
|
81.4
|
|
2013
|
|
38.4
|
|
|
23.2
|
|
|
3.5
|
|
|
65.1
|
|
||||
2012
|
|
24.4
|
|
|
21.2
|
|
|
11.8
|
|
|
57.4
|
|
||||
Capital expenditures
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
$
|
36.1
|
|
|
$
|
20.9
|
|
|
$
|
0.4
|
|
|
$
|
57.4
|
|
2013
|
|
31.3
|
|
|
23.8
|
|
|
2.2
|
|
|
57.3
|
|
||||
2012
|
|
24.3
|
|
|
8.6
|
|
|
4.9
|
|
|
37.8
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating profit
|
|
$
|
180.0
|
|
|
$
|
123.2
|
|
|
$
|
107.1
|
|
Interest expense
|
|
11.4
|
|
|
13.1
|
|
|
12.2
|
|
|||
Other expense (income), net
|
|
2.1
|
|
|
2.5
|
|
|
2.6
|
|
|||
Income from continuing operations before income taxes
|
|
$
|
166.5
|
|
|
$
|
107.6
|
|
|
$
|
92.3
|
|
|
|
Domestic
|
|
International
|
|
Other
|
|
Total
Company
|
|||||||||
Sales
|
|
|
|
|
|
|
|
|
|||||||||
2014
|
|
|
$
|
618.9
|
|
|
$
|
677.6
|
|
|
$
|
(34.5
|
)
|
|
$
|
1,262.0
|
|
2013
|
|
|
593.3
|
|
|
524.1
|
|
|
(25.9
|
)
|
|
1,091.6
|
|
||||
2012
|
|
|
529.9
|
|
|
421.7
|
|
|
(22.8
|
)
|
|
928.8
|
|
||||
Long-lived assets
|
|
|
|
|
|
|
|
|
|||||||||
2014
|
|
|
$
|
380.6
|
|
|
$
|
1,094.9
|
|
|
$
|
—
|
|
|
$
|
1,475.4
|
|
2013
|
|
|
330.2
|
|
|
1,214.0
|
|
|
—
|
|
|
1,544.2
|
|
||||
2012
|
|
|
372.0
|
|
|
848.1
|
|
|
—
|
|
|
1,220.1
|
|
/s/ P
RICEWATERHOUSE
C
OOPERS
LLP
PricewaterhouseCoopers LLP
Hartford, Connecticut
|
February 23, 2015
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full
Year
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
312.1
|
|
|
$
|
322.1
|
|
|
$
|
317.7
|
|
|
$
|
310.2
|
|
|
$
|
1,262.0
|
|
Gross profit
(1)
|
|
97.5
|
|
|
110.4
|
|
|
111.2
|
|
|
113.2
|
|
|
432.4
|
|
|||||
Operating income
|
|
35.1
|
|
|
45.4
|
|
|
50.9
|
|
|
48.6
|
|
|
180.0
|
|
|||||
Income from continuing operations
|
|
22.8
|
|
|
30.2
|
|
|
34.3
|
|
|
33.3
|
|
|
120.5
|
|
|||||
Net income
|
|
22.8
|
|
|
30.2
|
|
|
33.9
|
|
|
31.5
|
|
|
118.4
|
|
|||||
Per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.42
|
|
|
$
|
0.55
|
|
|
$
|
0.63
|
|
|
$
|
0.60
|
|
|
$
|
2.20
|
|
Diluted
|
|
0.41
|
|
|
0.54
|
|
|
0.62
|
|
|
0.60
|
|
|
2.16
|
|
|||||
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
0.42
|
|
|
0.55
|
|
|
0.62
|
|
|
0.57
|
|
|
2.16
|
|
|||||
Diluted
|
|
0.41
|
|
|
0.54
|
|
|
0.61
|
|
|
0.57
|
|
|
2.12
|
|
|||||
Dividends
|
|
0.11
|
|
|
0.11
|
|
|
0.11
|
|
|
0.12
|
|
|
0.45
|
|
|||||
Market prices (high - low)
|
|
$40.92-35.34
|
|
|
$40.01-36.27
|
|
|
$39.07-30.35
|
|
|
$37.88-29.47
|
|
|
$40.92-29.47
|
|
|||||
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
|
|
(1)
|
Sales less cost of sales.
|
|
|
|
Executive Officer
|
Position
|
Age as of
December 31, 2014
|
|
|
|
Patrick J. Dempsey
|
President and Chief Executive Officer
|
50
|
|
|
|
Richard R. Barnhart
|
Senior Vice President, Barnes Group Inc., and President, Barnes Aerospace
|
54
|
|
|
|
Dawn N. Edwards
|
Senior Vice President, Human Resources
|
46
|
|
|
|
Scott A. Mayo
|
Senior Vice President, Barnes Group Inc., and President, Barnes Industrial
|
47
|
|
|
|
Christopher J. Stephens, Jr.
|
Senior Vice President, Finance and Chief Financial Officer
|
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, 2014, 2013 and 2012
|
|
|
Consolidated Balance Sheets as of December 31, 2014 and 2013
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
|
|
|
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2014, 2013 and 2012
|
|
|
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 82 through 87 of this Annual Report, which index is incorporated herein by reference.
|
|
|
|
(c)
|
|
Financial Statement Schedules.
|
Allowances for Doubtful Accounts:
|
|
||
Balance January 1, 2012
|
$
|
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
|
|
|
Provision charged to income
|
1,523
|
|
|
Doubtful accounts written off (net)
|
(493
|
)
|
|
Other adjustments
(1)
|
(595
|
)
|
|
Balance December 31, 2014
|
$
|
3,873
|
|
(1)
|
These amounts are comprised primarily of foreign currency translation and other reclassifications. The reduction in 2013 includes
$0.8 million
of reserves recorded at BDNA which was sold in the second quarter of 2013.
|
|
|
||
Valuation Allowance on Deferred Tax Assets:
|
|
||
Balance January 1, 2012
|
$
|
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
(1)
|
6,844
|
|
|
Balance December 31, 2012
|
24,936
|
|
|
Additions charged to income tax expense
|
473
|
|
|
Additions charged to other comprehensive income
|
(547
|
)
|
|
Reductions credited to income tax expense
|
(1,412
|
)
|
|
Changes due to foreign currency translation
|
(849
|
)
|
|
Divestiture
(2)
|
(3,728
|
)
|
|
Balance December 31, 2013
|
18,873
|
|
|
Additions charged to income tax expense
|
1,049
|
|
|
Reductions charged to other comprehensive income
|
(30
|
)
|
|
Reductions credited to income tax expense
|
(2,303
|
)
|
|
Changes due to foreign currency translation
|
(1,733
|
)
|
|
Balance December 31, 2014
|
$
|
15,856
|
|
(1)
|
The increase in 2012 reflects the valuation allowance recorded at the Synventive business which was acquired in the third quarter of 2012.
|
(2)
|
The reduction in 2013 reflects the valuation allowance adjustment to Discontinued Operations as it relates to the sale of BDNA.
|
|
|
|
|
|
|
|
|
|
Date:
|
February 23, 2015
|
|
|
|
|
|
||
|
|
|
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
/ CHRISTOPHER J. STEPHENS, JR.
|
Christopher J. Stephens, Jr.
|
Senior Vice President, Finance
|
Chief Financial Officer
|
(Principal Financial Officer)
|
|
/
S
/ MARIAN ACKER
|
Marian Acker
|
Vice President, Controller
|
(Principal Accounting Officer)
|
|
/
S
/ THOMAS O. BARNES
|
Thomas O. Barnes
|
Director
|
|
/
S
/ GARY G. BENANAV
|
Gary G. Benanav
|
Director
|
|
/
S
/ WILLIAM S. BRISTOW, JR.
|
William S. Bristow, Jr.
|
Director
|
|
/S/ FRANCIS J. KRAMER
|
Francis J. Kramer
|
Director
|
|
/S/ MYLLE H. MANGUM
|
Mylle H. Mangum
|
Director
|
|
/
S
/ HASSELL H. MCCLELLAN
|
Hassell H. McClellan
|
Director
|
|
/
S
/ WILLIAM J. MORGAN
|
William J. Morgan
|
Director
|
|
/
S
/ JOANNA L. SOHOVICH
|
JoAnna L. Sohovich
|
Director
|
|
|
|
|
Exhibit No.
|
Description
|
Reference
|
|
|
|
2.1
*
|
Stock Purchase Agreement dated as of July 16, 2012 among the Company, Synventive Acquisition Inc. ("Synventive"), the stock and option holders of Synventive, and Cetus Capital, LLC.
|
Incorporated by reference to Exhibit 2.1 to Form 8-K filed by the Company on July 17, 2012.
|
|
|
|
2.2
*
|
Asset Purchase Agreement dated February 22, 2013 between the Company and MSC Industrial Direct Co., Inc.
|
Incorporated by reference to Exhibit 2.1 to the Company’s report on Form 10-Q for the quarter ended March 31, 2013.
|
|
|
|
2.3
*
|
Share Purchase and Assignment Agreement dated September 30, 2013 among the Company, two of its subsidiaries, Otto Männer Holding AG (the "Seller"), and the three shareholders of Seller.
|
Incorporated by reference to Exhibit 2.1 to Form 8-K filed by the Company on October 4, 2013.
|
|
|
|
3.1
|
Restated Certificate of Incorporation; Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock; Certificate of Change of Location of registered office and of registered agent, dated December 13, 2002; Certificate of Merger of domestic limited liability company into a domestic company, dated May 19, 2004; Certificate of Amendment of Restated Certificate of Incorporation, dated April 20, 2006; and Certificate of Amendment of Restated Certificate of Incorporation, dated as of May 3, 2013.
|
Incorporated by reference to Exhibit 3.1 to the Company’s report on Form 10-Q for the quarter ended June 30, 2013.
|
|
|
|
3.2
|
Amended and Restated By-Laws.
|
Incorporated by reference to Exhibit 3.2 to Form 8-K filed by the Company on May 6, 2013.
|
|
|
|
4.1
|
(i) Purchase Agreement among the Company and several initial purchasers named therein, dated March 6, 2007, relating to the Company’s 3.375% Convertible Senior Subordinated Notes due 2027.
|
Incorporated by reference to Exhibit 4.1 to Form 8-K filed by the Company on March 7, 2007.
|
|
|
|
|
(ii) Indenture between the Company and The Bank of New York Trust Company, N.A., as Trustee under the Indenture, dated as of March 12, 2007, relating to the Company’s 3.375% Convertible Senior Subordinated Notes due 2027.
|
Incorporated by reference to Exhibit 4.3 to Form 8-K filed by the Company on March 12, 2007.
|
|
|
|
|
(iii) Resale Registration Rights Agreement between the Company and Banc of America Securities LLC, as Representative of the Initial Purchasers, dated as of March 12, 2007, relating to the Company’s 3.375% Convertible Senior Subordinated Notes due 2027.
|
Incorporated by reference to Exhibit 4.4 to Form 8-K filed by the Company on March 12, 2007.
|
|
|
|
10.1
|
(i) Fifth Amended and Restated Senior Unsecured Revolving Credit Agreement, dated September 27, 2011.
|
Incorporated by reference to Exhibit 4.1 to the Company’s report on Form 10-Q for the quarter ended June 30, 2013.
|
|
(ii) Amendment No. 2 and Joinder to Credit Agreement dated as of September 27, 2013 (amending Fifth Amended and Restated Senior Unsecured Revolving Credit Agreement, dated as of September 27, 2011).
|
Incorporated by reference to Exhibit 4.1 to the Company’s report on Form 10-Q for the quarter ended September 30, 2013.
|
|
|
|
|
(iii) Amendment No. 3 to Credit Agreement dated as of October 15, 2014.
|
Filed with this report.
|
|
|
|
Exhibit No.
|
Description
|
Reference
|
|
|
|
10.2
|
Note Purchase Agreement, dated as of October 15, 2014, among the Company and New York Life Insurance Company, New York Life Insurance and Annuity Corporation and New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C).
|
Incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on October 17, 2014.
|
|
|
|
10.3
**
|
Barnes Group Inc. Management Incentive Compensation Plan, amended October 22, 2008.
|
Incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-K for the year ended December 31, 2008.
|
|
|
|
10.4
**
|
Barnes Group Inc. Performance-Linked Bonus Plan for Selected Executive Officers, as amended February 8, 2011.
|
Incorporated by reference to Annex 1 to the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2011.
|
|
|
|
10.5
**
|
(i) Employment Agreement by and between the Company and Gregory F. Milzcik, as amended and restated as of December 31, 2008.
|
Incorporated by reference to Exhibit 10.1 to Form 8-K/A filed by the Company on January 20, 2009.
|
|
|
|
|
(ii) Transition and Resignation Agreement between the Company and Gregory F. Milzcik, dated February 22, 2013.
|
Incorporated by reference to Exhibit 10.2 to the Company’s report on Form 10-Q for the quarter ended March 31, 2013.
|
|
|
|
|
(iii) Release by Gregory F. Milzcik, dated May 3, 2013.
|
Incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-Q for the quarter ended June 30, 2013.
|
|
|
|
10.6
**
|
(i) Offer Letter between the Company and Patrick Dempsey, dated February 22, 2013.
|
Incorporated by reference to Exhibit 10.3 to the Company's report on Form 10-Q for the quarter ended March 31, 2013.
|
|
|
|
|
(ii) Amendment to Offer Letter to Patrick Dempsey, dated January 6, 2015.
|
Filed with this report.
|
|
|
|
|
(iii) Employee Non-Disclosure, Non-Competition, Non-Solicitation and Non-Disparagement Agreement between the Company and Patrick J. Dempsey, dated February 27, 2013.
|
Incorporated by reference to Exhibit 10.4 to the Company's report on Form 10-Q for the quarter ended March 31, 2013.
|
|
|
|
10.7
**
|
(i) Amendment to Offer Letter to Christopher J. Stephens, Jr., dated June 7, 2013.
|
Incorporated by reference to Exhibit 10.2 to the Company's report on Form 10-Q for the quarter ended June 30, 2013.
|
|
|
|
|
(ii) Amendment to Amended Offer Letter to Christopher J. Stephens, Jr., dated February 12, 2014.
|
Incorporated by reference to Exhibit 10.6(ii) to the Company’s report on Form 10-K for the year ended December 31, 2013.
|
|
|
|
10.8
**
|
Offer Letter to Scott A. Mayo, dated January 28, 2014.
|
Incorporated by reference to Exhibit 10.2 to the Company's report on Form 10-Q for the quarter ended March 31, 2014.
|
|
|
|
10.9
**
|
(i) Barnes Group Inc. Retirement Benefit Equalization Plan, as amended and restated effective January 1, 2013.
|
Incorporated by reference to Exhibit 10.39(ii) to the Company’s report on Form 10-K for the year ended December 31, 2012.
|
|
|
|
|
(ii) First Amendment to the Barnes Group Inc. Retirement Benefit Equalization Plan dated December 12, 2014.
|
Filed with this report.
|
|
|
|
10.10
**
|
(i) Barnes Group Inc. Supplemental Senior Officer Retirement Plan, as amended and restated effective January 1, 2009.
|
Incorporated by reference to Exhibit 10.3 to the Company’s report on Form 10-K for the year ended December 31, 2008.
|
|
|
|
|
(ii) Amendment to the Barnes Group Inc. Supplemental Senior Officer Retirement Plan dated December 30, 2009.
|
Incorporated by reference to Exhibit 10.3(ii) to the Company’s report on Form 10-K for the year ended December 31, 2009.
|
|
|
|
|
(iii) Second Amendment to the Barnes Group Inc. Supplemental Senior Officer Retirement Plan dated December 12, 2014.
|
Filed with this report.
|
|
|
|
Exhibit No.
|
Description
|
Reference
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
Filed with this report.
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
Filed with this report.
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
Filed with this report.
|
|
BARNES GROUP INC.
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Christopher J. Stephens, Jr.
|
|
||||||
|
Name:
|
|
Christopher J. Stephens, Jr.
|
|
||||||
|
Title:
|
|
Senior Vice President, Finance and Chief Financial Officer
|
|
|
BARNES GROUP LUXEMBOURG (NO. 1) S.À R.L.
|
||||||||
|
|
|
|
||||||
|
By:
|
|
/s/ Christopher J. Stephens, Jr.
|
||||||
|
Name:
|
|
Christopher J. Stephens, Jr.
|
||||||
|
Title:
|
|
For and on Behalf of Barnes Group Luxembourg (No. 2) S.à.r.l.
In turn represented by Mr. Christopher J. Stephens, Jr. Its Class B Manager, duly authorized and empowered in this respect by the Board of Managers of Barnes Group Luxembourg (No. 2) S.à.r.l.
|
|
BARNES GROUP SWITZERLAND GmbH, Nevis Branch
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Christopher J. Stephens, Jr.
|
|
||||||
|
Name:
|
|
Christopher J. Stephens, Jr.
|
|
||||||
|
Title:
|
|
Managing Director
|
|
|
BARNES GROUP ACQUISITION GmbH
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Claudia S. Toussaint
|
|
||||||
|
Name:
|
|
Claudia S. Toussaint
|
|
||||||
|
Title:
|
|
Managing Director
|
|
|
BANK OF AMERICA, N.A.
, individually, as a Lender, Issuing Bank and as Swing Line Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Christopher T. Phelan
|
|
||||||
|
Name:
|
|
Christopher T. Phelan
|
|
||||||
|
Title:
|
|
Senior Vice President
|
|
|
BANK OF AMERICA, N.A.
, as Administrative Agent
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Liliana Claar
|
|
||||||
|
Name:
|
|
Liliana Claar
|
|
||||||
|
Title:
|
|
Vice President
|
|
|
JPMORGAN CHASE BANK, N.A.,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Peter M. Killse
|
|
||||||
|
Name:
|
|
Peter M. Killse
|
|
||||||
|
Title:
|
|
Credit Executive
|
|
|
CITIZENS BANK, NATIONAL ASSOCIATION, formerly known as RBS CITIZENS NATIONAL ASSOCIATION,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Peter van der Horst
|
|
||||||
|
Name:
|
|
Peter van der Horst
|
|
||||||
|
Title:
|
|
Senior Vice President
|
|
|
WELLS FARGO BANK, N.A.,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Karen F. Booth
|
|
||||||
|
Name:
|
|
Karen F. Booth
|
|
||||||
|
Title:
|
|
Senior Vice President
|
|
|
BRANCH BANKING & TRUST COMPANY,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ John Macken
|
|
||||||
|
Name:
|
|
John Macken
|
|
||||||
|
Title:
|
|
Senior Vice President
|
|
|
SANTANDER BANK, N.A.
,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Thomas J. Devitt
|
|
||||||
|
Name:
|
|
Thomas J. Devitt
|
|
||||||
|
Title:
|
|
Senior Vice President
|
|
|
THE BANK OF NEW YORK MELLON,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Thomas J. Tarasovich, Jr.
|
|
||||||
|
Name:
|
|
Thomas J. Tarasovich, Jr.
|
|
||||||
|
Title:
|
|
Vice President
|
|
|
FIFTH THIRD BANK,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Valerie Schanzer
|
|
||||||
|
Name:
|
|
Valerie Schanzer
|
|
||||||
|
Title:
|
|
Managing Director
|
|
|
HSBC BANK USA, N.A.,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Varun Gupta
|
|
||||||
|
Name:
|
|
Varun Gupta
|
|
||||||
|
Title:
|
|
Vice President
|
|
|
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Steven L. Sawyer
|
|
||||||
|
Name:
|
|
Steven L. Sawyer
|
|
||||||
|
Title:
|
|
Senior Vice President
|
|
|
DBS BANK LTD.,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Rose Park
|
|
||||||
|
Name:
|
|
Rose Park
|
|
||||||
|
Title:
|
|
Portfolio Director
|
|
|
THE HUNTINGTON NATIONAL BANK,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Jared Shaner
|
|
||||||
|
Name:
|
|
Jared Shaner
|
|
||||||
|
Title:
|
|
Vice President
|
|
|
WEBSTER BANK, NATIONAL ASSOCIATION,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Carol Carver
|
|
||||||
|
Name:
|
|
Carol Carver
|
|
||||||
|
Title:
|
|
Senior Vice President
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Robert M. Martin
|
|
||||||
|
Name:
|
|
Robert M. Martin
|
|
||||||
|
Title:
|
|
Senior Vice President
|
|
|
MUFG UNION BANK, N.A.,
as a Lender
|
|
||||||||
|
|
|
|
|
||||||
|
By:
|
|
/s/ Christine Davis
|
|
||||||
|
Name:
|
|
Christine Davis
|
|
||||||
|
Title:
|
|
Director
|
|
|
|
|
|
|
|
|
|
Dawn N. Edwards
Senior Vice President, Human Resources
|
|
123 MAIN STREET
BRISTOL, CT 06010-6307
|
|
T: 860.583.7070
|
Grantee:
|
[__________________________]
|
|
|
Grant Date:
|
February XX, 20XX
|
|
|
Target Award:
|
[______] Performance Shares
|
|
|
Performance Period:
|
The 3 year period beginning on January 1, 20XX and ending on December 31, 20XX
|
|
|
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 thePerformance 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**
|
33.3334%
|
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%
|
||
3-Year ROIC***
|
33.3334%
|
Threshold
|
Achieve [ ]% 3-Year ROIC
|
33%
|
Target
|
Achieve [ ]% 3-Year ROIC
|
100%
|
||
Maximum
|
Achieve [ ]% 3-Year ROIC
|
150%
|
||
Maximum+
|
Achieve [ ]% 3-Year ROIC
|
200%
|
||
Maximum++
|
Achieve [ ]% 3-Year ROIC
|
250%
|
||
3-Year EBITDA Growth****
|
33.3334%
|
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 with respect to the 3-Year TSR and 3-Year EBITDA Growth performance measures is based on the Company’s percentile ranking within the Russell 2000 Index at the end of the Performance Period and the actual number of Performance shares that will be earned with respect to the 3-Year ROIC performance measure is based on the Company’s performance compared to pre-established goals as determined by the Committee and set forth in the chart above. Each performance measure will be evaluated on a measure by measure basis, and once performance results are determined as to each individual performance measure, those results will be aggregated and the weighting applied. When assessing each performance measure, 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, 20XX) (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, 20XX).
*** 3-Year ROIC represents the ratio of the Company’s Net Income and the Company’s Total Average Invested Capital during the Performance Period. At the end of the Performance Period, the ROIC for the Company will be calculated for the Performance Period by dividing the Net Income during the Performance Period by Total Average Invested Capital during the Performance Period, and then divided by three. For purposes of this Grant, “Net Income” means the Company’s net income, adjusted for accounting changes and after-tax interest expense, and “Total Average Invested Capital” means the sum of the Company’s average total debt, stockholders equity and any non-controlling interest for the performance period computed on a four point basis. The 3-Year ROIC calculation is subject to the provisions as set forth below.
****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. 20XX). The 3-Year EBITDA Growth calculation is subject to the provisions as set forth below.
3-Year ROIC and 3-Year EBITDA Growth shall be determined in accordance with generally accepted accounting principles (GAAP) and may include or exclude (or be adjusted to include or exclude) extraordinary items, the impact of charges for restructurings or productivity initiatives, non-operating items, discontinued operations and other unusual and non-recurring items, the effects of currency fluctuations, the effects of financing activities (by way of example, without limitation, the effect on earnings per share of issuing convertible debt securities), the effects of acquisitions and acquisition expenses, the effects of divesture and divesture expenses, and the effects of tax or accounting changes. However, notwithstanding the preceding sentence, unless the Committee determines otherwise either at the time it establishes the Performance Goals for an award or prior to the payment of an award, if any of the items referenced in the preceding sentence occurs, then such item shall be automatically excluded or included in determining the extent to which the Performance Goal has been achieved, whichever will produce the higher award (subject to any exercise of “negative discretion” by the Committee).
|
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 Industrial Group India Private Limited
|
India
|
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 23, 2015
|
1.
|
I have reviewed this annual report on Form 10-K for the period ended
December 31, 2014
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
|
1.
|
I have reviewed this annual report on Form 10-K for the period ended
December 31, 2014
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
|
/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 23, 2015
|
|
February 23, 2015
|