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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Ohio
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34-1919973
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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6070 Parkland Blvd.,
Mayfield Heights, Ohio
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44124
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, no par value
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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▪
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Actual net sales, operating rates, and margins for 2015;
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▪
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Our ability to strengthen our internal control over financial reporting and disclosure controls and procedures;
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▪
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The global economy;
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▪
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The impact of any U.S. Federal Government shutdowns and sequestrations;
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▪
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The condition of the markets which we serve, whether defined geographically or by segment, with the major market segments being: consumer electronics, industrial components, medical, automotive electronics, energy, telecommunications infrastructure, defense, and commercial aerospace;
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▪
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Changes in product mix and the financial condition of customers;
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▪
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Our success in developing and introducing new products and new product ramp-up rates;
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▪
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Our success in passing through the costs of raw materials to customers or otherwise mitigating fluctuating prices for those materials, including the impact of fluctuating prices on inventory values;
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▪
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Our success in integrating acquired businesses;
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▪
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The impact of the results of acquisitions on our ability to achieve fully the strategic and financial objectives related to these acquisitions;
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▪
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Our success in achieving the expected benefits from our facility consolidations;
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▪
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Our success in implementing our strategic plans and the timely and successful completion and start-up of any capital projects, including the beryllium pebble facility in Elmore, Ohio;
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▪
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The availability of adequate lines of credit and the associated interest rates;
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▪
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Other financial factors, including the cost and availability of raw materials (both base and precious metals), physical inventory valuations, metal financing fees, tax rates, exchange rates, pension costs and required cash contributions and other employee benefit costs, energy costs, regulatory compliance costs, the cost and availability of insurance, and the impact of the Company’s stock price on the cost of incentive compensation plans;
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▪
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The uncertainties related to the impact of war, terrorist activities, and acts of God;
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▪
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Changes in government regulatory requirements and the enactment of new legislation that impacts our obligations and operations;
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•
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The conclusion of pending litigation matters in accordance with our expectation that there will be no material adverse effects;
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•
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The success of the realignment of our businesses; and
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•
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The risk factors set forth elsewhere in Item 1A of this Form 10-K.
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Item 1.
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BUSINESS
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•
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Strip products
, the largest of the product families, include thin gauge precision strip and thin diameter rod and wire. These copper and nickel alloys provide a combination of high conductivity, high reliability, and formability for use as connectors, contacts, switches, relays, shielding, and bearings. Major end markets for strip products include consumer electronics, telecommunications infrastructure, automotive electronics, appliance, and medical. Performance Metals’ primary direct competitor in strip form beryllium alloys is NGK Insulators, Ltd. of Nagoya, Japan, with subsidiaries
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•
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Bulk products
are copper and nickel-based alloys manufactured in plate, rod, bar, tube, and other customized forms that, depending upon the application, may provide superior strength, corrosion or wear resistance, thermal conductivity, or lubricity. While the majority of bulk products contain beryllium, a growing portion of bulk products' net sales is from non-beryllium-containing alloys as a result of product diversification efforts. Applications for bulk products include oil and gas drilling components, bearings, bushings, welding rods, plastic mold tooling, and undersea telecommunications housing equipment. Major end markets for bulk products include industrial components, commercial aerospace, energy, and telecommunications infrastructure. In the area of bulk products, in addition to NGK Insulators, Ltd., Performance Metals competes with several smaller regional producers such as International Beryllium Corp., Ningxia Orient Tantalum Industry Co., Ltd. in China, and LeBronze Industriel in Europe. Strip and bulk products are manufactured at facilities in Ohio and Pennsylvania and are distributed internationally through a network of company-owned service centers and outside distributors and agents. Additional facilities are located in California, Arizona, and England;
|
•
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Beryllium hydroxide
is produced at our milling operations in Utah from our bertrandite mine and purchased beryl ore. The hydroxide is used primarily as a raw material input for strip and bulk products and, to a lesser extent, for beryllium products. Net sales of beryllium hydroxide to NGK Insulators, Ltd. from the Utah operations were less than 4% of Performance Metals’ total net sales in each of the three most recent years; and
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•
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Beryllium products
manufactures beryllium and aluminum metal matrix composites (MMCs), beryllia ceramics, and bulk metallic glass materials. These materials are used in applications that require high stiffness and/or low density, and they tend to be premium-priced due to their unique combination of properties. Defense and science are the largest markets for beryllium products, while other end markets served include industrial components, commercial aerospace, medical, energy, and telecommunications infrastructure. Products are also sold for acoustics, optical scanning, and performance automotive applications. While Performance Metals is the only domestic producer of metallic beryllium, it competes primarily with designs utilizing other materials including metals, MMCs, and organic composites. Our aluminum powder metal MMCs compete with DWA Aluminum Composites and cast MMCs made by Duralcan USA. Electronic components utilizing beryllia and alumina ceramics are used in the telecommunications infrastructure, medical, industrial components, commercial aerospace, defense, and science end markets. Direct competitors include American Beryllia Inc., CBL Ceramics Limited, and CoorsTek, Inc.
Manufacturing facilities for beryllium products are located in Ohio, California, Arizona, and England.
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Name
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Age
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Positions and Offices
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Richard J. Hipple
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62
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Chairman of the Board, President and Chief Executive Officer
.
In May 2006, Mr. Hipple was named Chairman of the Board and Chief Executive Officer of Materion Corporation. He had served as President since May 2005. He was Chief Operating Officer from May 2005 until May 2006. Mr. Hipple served as President of Performance Alloys from May 2002 until May 2005. He joined the Company in July 2001 as Vice President of Strip Products, Performance Alloys and served in that position until May 2002. Prior to joining Materion Corporation, Mr. Hipple was President of LTV Steel Company, a business unit of the LTV Corporation (integrated steel producer and metal fabricator). Prior to running LTV’s steel business, Mr. Hipple held numerous leadership positions in engineering, operations, strategic planning, sales and marketing, and procurement since 1975 at LTV. Mr. Hipple has served on the Board of Directors of Ferro Corporation since 2007. Mr. Hipple has served on the Board of Directors of KeyCorp since July 2012.
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Joseph P. Kelley
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42
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Vice President, Finance and Chief Financial Officer
.
Mr. Kelley was appointed Vice President, Finance and Chief Financial Officer effective January 2015. He had served as Vice President Finance since October 2013 and as Vice President, Finance for the Advanced Materials Group from December 2011 until October 2013. Prior to joining Materion, Mr. Kelley served as Vice President of Planning and Investor Relations at PolyOne Corporation (specialized polymer materials, services and solutions) since 2009. Earlier, he had served in progressively responsible financial management positions in North America and Europe with Lincoln Electric Holdings, Inc., CNH Global NV, Lante Corporation, and PricewaterhouseCoopers LLP.
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Gregory R. Chemnitz
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57
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Vice President, General Counsel
. Mr. Chemnitz joined Materion Corporation in September 2007 as its Vice President, General Counsel. Prior to that, he had served in various roles in the Law Department at Avery Dennison Corporation beginning in 1992, including most recently, as Assistant General Counsel, Americas, where he had responsibility for the legal affairs of Avery Dennison’s business units in North and South America.
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•
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changes in credit markets that reduce available credit or the ability to renew existing credit facilities on acceptable terms;
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•
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a deterioration of our credit;
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•
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a deterioration in the financial condition of the banks with which we do business;
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•
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extreme volatility in our markets that increases margin or credit requirements; and
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•
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the collateral pledge of substantially all of our assets in connection with our existing indebtedness, which limits our flexibility in raising additional capital.
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•
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burdens to comply with multiple and potentially conflicting foreign laws and regulations, including export requirements, tariffs and other barriers, environmental health and safety requirements, and unexpected changes in any of these factors;
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•
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difficulty in obtaining export licenses from the United States Government;
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•
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political and economic instability and disruptions, including terrorist attacks;
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•
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disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act (FCPA);
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•
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potentially adverse tax consequences due to overlapping or differing tax structures; and
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•
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fluctuations in currency exchange rates.
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Item 1B.
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UNRESOLVED STAFF COMMENTS
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Item 2.
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PROPERTIES
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Location
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Owned or Leased
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Approximate
Number of
Square Feet
|
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Corporate and Administrative Offices
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Mayfield Heights, Ohio
(1)(2)(3)
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Leased
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79,130
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Manufacturing Facilities
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Albuquerque, New Mexico
(2)
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Owned/Leased/Subleased
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13,000/28,800/8,500
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Bloomfield, Connecticut
(3)
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Leased
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23,400
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Brewster, New York
(2)
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Leased
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75,000
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Buffalo, New York
(2)
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Owned
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97,000
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Delta, Utah
(1)
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Owned
|
100,836
|
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Elmore, Ohio
(1)
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Owned/Leased
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681,000/191,000
|
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Farnborough, England
(1)
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Leased
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10,000
|
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Fremont, California
(1)
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Leased
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40,000
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Limerick, Ireland
(2)
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Leased
|
18,000
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Lincoln, Rhode Island
(1)
|
Owned/Leased
|
130,000/28,000
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Lorain, Ohio
(1)
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Owned
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55,000
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Milwaukee, Wisconsin
(2)
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Owned
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98,750
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Reading, Pennsylvania
(1)
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Owned
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128,863
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Santa Clara, California
(2)
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Leased
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5,800
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Shanghai, China
(3)
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Leased
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101,400
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Singapore
(2)
|
Leased
|
35,000
|
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Subic Bay, Philippines
(2)
|
Leased
|
5,000
|
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Suzhou, China
(2)
|
Leased
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22,400
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Taipei, Taiwan
(2)
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Leased
|
11,500
|
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Tucson, Arizona
(1)
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Owned
|
53,000
|
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Tyngsboro, Massachusetts
(3)
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Leased
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38,000
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Westford, Massachusetts
(3)
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Leased
|
78,000
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Wheatfield, New York
(2)
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Owned
|
35,000
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Windsor, Connecticut
(3)
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Leased
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34,700
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Service and Distribution Centers
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|
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Elmhurst, Illinois
(1)
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Leased
|
28,500
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Fukaya, Japan
(1)
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Owned
|
35,500
|
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Singapore
(1)
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Leased
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2,500
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Stuttgart, Germany
(1)
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Leased
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24,800
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Tokyo, Japan
(1)
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Leased
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7,200
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Warren, Michigan
(1)
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Leased
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34,500
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(1)
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Performance Alloys and Composites
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(2)
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Advanced Materials
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(3)
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Other
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Item 3.
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LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
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Stock Price Range
|
|
|
||||||||
Fiscal Quarters
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2014
|
|
|
|
|
|
|
||||||
First
|
|
$
|
35.19
|
|
|
$
|
25.21
|
|
|
$
|
0.080
|
|
Second
|
|
37.96
|
|
|
31.69
|
|
|
0.085
|
|
|||
Third
|
|
39.38
|
|
|
30.88
|
|
|
0.085
|
|
|||
Fourth
|
|
40.60
|
|
|
26.64
|
|
|
0.085
|
|
|||
|
|
|
|
|
|
|
||||||
2013
|
|
|
|
|
|
|
||||||
First
|
|
$
|
29.81
|
|
|
$
|
26.20
|
|
|
$
|
0.075
|
|
Second
|
|
31.49
|
|
|
24.58
|
|
|
0.080
|
|
|||
Third
|
|
33.69
|
|
|
27.09
|
|
|
0.080
|
|
|||
Fourth
|
|
32.73
|
|
|
25.75
|
|
|
0.080
|
|
|||
|
|
|
|
|
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Dollar Value that may yet be Purchased Under the Plans or Programs (1)
|
||||
September 27 through October 31, 2014
|
|
176,469
|
|
|
$30.59
|
176,469
|
|
|
$28,965,941
|
||
November 1 through November 28, 2014
|
|
16,682
|
|
|
37.99
|
|
16,682
|
|
|
28,332,238
|
|
November 29 through December 31, 2014
|
|
17,634
|
|
|
34.86
|
|
17,634
|
|
|
27,717,575
|
|
Total
|
|
210,785
|
|
|
$31.53
|
210,785
|
|
|
$27,717,575
|
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
Materion Corporation
|
|
$100
|
|
$208
|
|
$131
|
|
$141
|
|
$170
|
|
$196
|
Russell 2000
|
|
100
|
|
127
|
|
122
|
|
141
|
|
196
|
|
206
|
S&P SmallCap 600
|
|
100
|
|
126
|
|
128
|
|
148
|
|
210
|
|
222
|
Item 6.
|
SELECTED FINANCIAL DATA
|
(Thousands except per share data)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
For the year
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
1,126,890
|
|
|
$
|
1,166,882
|
|
|
$
|
1,273,078
|
|
|
$
|
1,526,730
|
|
|
$
|
1,302,314
|
|
Cost of sales
|
|
920,987
|
|
|
978,904
|
|
|
1,074,295
|
|
|
1,311,409
|
|
|
1,079,666
|
|
|||||
Gross margin
|
|
205,903
|
|
|
187,978
|
|
|
198,783
|
|
|
215,321
|
|
|
222,648
|
|
|||||
Operating profit
|
|
56,957
|
|
|
26,831
|
|
|
36,776
|
|
|
57,078
|
|
|
73,633
|
|
|||||
Interest expense - net
|
|
2,787
|
|
|
3,036
|
|
|
3,134
|
|
|
2,812
|
|
|
2,665
|
|
|||||
Income before income taxes
|
|
54,170
|
|
|
23,795
|
|
|
33,642
|
|
|
54,266
|
|
|
70,968
|
|
|||||
Income taxes
|
|
12,449
|
|
|
4,088
|
|
|
8,978
|
|
|
14,287
|
|
|
24,541
|
|
|||||
Net income
|
|
41,721
|
|
|
19,707
|
|
|
24,664
|
|
|
39,979
|
|
|
46,427
|
|
|||||
Earnings per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
2.04
|
|
|
0.96
|
|
|
1.21
|
|
|
1.96
|
|
|
2.29
|
|
|||||
Diluted
|
|
2.00
|
|
|
0.94
|
|
|
1.19
|
|
|
1.93
|
|
|
2.25
|
|
|||||
Dividends per share of common stock
|
|
0.335
|
|
|
0.315
|
|
|
0.225
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
|
43,516
|
|
|
42,328
|
|
|
37,695
|
|
|
44,194
|
|
|
35,932
|
|
|||||
Capital expenditures
|
|
29,312
|
|
|
27,848
|
|
|
34,088
|
|
|
28,187
|
|
|
42,314
|
|
|||||
Mine development expenditures
|
|
1,247
|
|
|
4,776
|
|
|
10,573
|
|
|
560
|
|
|
11,348
|
|
|||||
Year-end position
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net current assets
|
|
282,628
|
|
|
266,248
|
|
|
251,922
|
|
|
231,230
|
|
|
208,365
|
|
|||||
Ratio of current assets to current liabilities
|
|
3.7 to 1
|
|
|
3.1 to 1
|
|
|
2.7 to 1
|
|
|
2.7 to 1
|
|
|
2.4 to 1
|
|
|||||
Property, plant, and equipment:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At cost
|
|
$
|
800,671
|
|
|
$
|
782,879
|
|
|
$
|
779,785
|
|
|
$
|
752,726
|
|
|
$
|
719,953
|
|
Cost less depreciation, depletion, and amortization
|
|
247,588
|
|
|
261,893
|
|
|
272,542
|
|
|
263,398
|
|
|
265,868
|
|
|||||
Total assets
|
|
762,069
|
|
|
777,945
|
|
|
814,917
|
|
|
772,103
|
|
|
735,410
|
|
|||||
Long-term liabilities
|
|
173,890
|
|
|
153,296
|
|
|
203,335
|
|
|
184,143
|
|
|
157,571
|
|
|||||
Long-term debt
|
|
23,613
|
|
|
29,267
|
|
|
44,880
|
|
|
40,463
|
|
|
38,305
|
|
|||||
Shareholders’ equity
|
|
458,133
|
|
|
463,321
|
|
|
414,995
|
|
|
405,982
|
|
|
384,356
|
|
|||||
Weighted-average number of shares of common stock outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
20,461
|
|
|
20,571
|
|
|
20,418
|
|
|
20,365
|
|
|
20,282
|
|
|||||
Diluted
|
|
20,810
|
|
|
20,895
|
|
|
20,679
|
|
|
20,754
|
|
|
20,590
|
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(Millions except per share data)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
|
$
|
1,126.9
|
|
|
$
|
1,166.9
|
|
|
$
|
1,273.1
|
|
Value-added sales
|
|
637.1
|
|
|
609.1
|
|
|
615.6
|
|
|||
Operating profit
|
|
57.0
|
|
|
26.8
|
|
|
36.8
|
|
|||
Income before income taxes
|
|
54.2
|
|
|
23.8
|
|
|
33.6
|
|
|||
Net income
|
|
41.7
|
|
|
19.7
|
|
|
24.7
|
|
|||
Diluted earnings per share
|
|
2.00
|
|
|
0.94
|
|
|
1.19
|
|
•
|
We shut down our microelectronics packaging business in Massachusetts and transferred the operations to Singapore in order to more effectively serve our customer base in Asia. The relocation and customer qualifications were completed in the third quarter of 2013;
|
•
|
We shut down the precision cleaning facility in the Czech Republic in the fourth quarter 2012. The existing customer base is now serviced from our Irish operations. The Czech operation had been unprofitable;
|
•
|
The majority of the ongoing operations at our optics facility in Buellton, California were transferred to our Westford, Massachusetts operations in the fourth quarter of 2013. Buellton’s business had declined due to changes in market conditions, and we had excess capacity. The Buellton operations remained open on a reduced basis to service a key application with one customer. Manpower reductions were also made at the Westford and Shanghai, China facilities in an effort to right-size the optics operations;
|
•
|
The Albuquerque operations were consolidated from four leased facilities into two in the fourth quarter of 2013 in order to improve work flow and manufacturing efficiencies. Portions of the operations were also transferred to our Wheatfield, New York facility; and
|
•
|
Manpower reductions were made in the management group of the Advanced Materials segment in the fourth quarter of 2013 in order to reduce costs and streamline operations.
|
•
|
The metal consignment fee was $1.8 million lower in 2013 than in 2012, mainly due to differences in the rate charged by the financial institutions and the value of the metal on hand;
|
•
|
There were one-time bank fees of $0.9 million in 2013 associated with the renewal of the metal consignment facilities; and
|
•
|
The net foreign currency exchange gains totaled $1.5 million in both 2013 and 2012. The gains and losses result from movements in the value of the U.S. dollar versus other currencies, primarily the euro and yen, and the related impact on certain foreign currency denominated assets, liabilities, and transactions and the maturity of foreign currency hedge contracts.
|
(Millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
|
$
|
433.3
|
|
|
$
|
422.9
|
|
|
$
|
424.4
|
|
Value-added sales
|
|
358.5
|
|
|
339.9
|
|
|
337.0
|
|
|||
Operating profit
|
|
33.3
|
|
|
30.8
|
|
|
29.3
|
|
(Millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
|
$
|
547.3
|
|
|
$
|
592.0
|
|
|
$
|
694.8
|
|
Value-added sales
|
|
181.0
|
|
|
168.6
|
|
|
172.1
|
|
|||
Operating profit
|
|
32.7
|
|
|
8.4
|
|
|
21.8
|
|
(Millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
|
$
|
146.3
|
|
|
$
|
152.0
|
|
|
$
|
153.9
|
|
Value-added sales
|
|
97.6
|
|
|
100.6
|
|
|
106.5
|
|
|||
Operating loss
|
|
(9.0
|
)
|
|
(12.4
|
)
|
|
(14.3
|
)
|
(Millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Asia
|
|
$
|
238.7
|
|
|
$
|
196.0
|
|
|
$
|
217.4
|
|
Europe
|
|
136.6
|
|
|
136.6
|
|
|
139.5
|
|
|||
Rest of world
|
|
20.4
|
|
|
23.6
|
|
|
34.2
|
|
|||
Total
|
|
$
|
395.7
|
|
|
$
|
356.2
|
|
|
$
|
391.1
|
|
Percent of total net sales
|
|
35
|
%
|
|
31
|
%
|
|
31
|
%
|
(Millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net Sales
|
|
|
|
|
|
|
||||||
Performance Alloys and Composites
|
|
$
|
433.3
|
|
|
$
|
422.9
|
|
|
$
|
424.4
|
|
Advanced Materials
|
|
547.3
|
|
|
592.0
|
|
|
694.8
|
|
|||
Other
|
|
146.3
|
|
|
152.0
|
|
|
153.9
|
|
|||
Total
|
|
$
|
1,126.9
|
|
|
$
|
1,166.9
|
|
|
$
|
1,273.1
|
|
|
|
|
|
|
|
|
||||||
Less: pass-through metal costs
|
|
|
|
|
|
|
||||||
Performance Alloys and Composites
|
|
$
|
74.8
|
|
|
$
|
83.0
|
|
|
$
|
87.4
|
|
Advanced Materials
|
|
366.3
|
|
|
423.4
|
|
|
522.7
|
|
|||
Other
|
|
48.7
|
|
|
51.4
|
|
|
47.4
|
|
|||
Total
|
|
$
|
489.8
|
|
|
$
|
557.8
|
|
|
$
|
657.5
|
|
|
|
|
|
|
|
|
||||||
Value-added sales
|
|
|
|
|
|
|
||||||
Performance Alloys and Composites
|
|
$
|
358.5
|
|
|
$
|
339.9
|
|
|
$
|
337.0
|
|
Advanced Materials
|
|
181.0
|
|
|
168.6
|
|
|
172.1
|
|
|||
Other
|
|
97.6
|
|
|
100.6
|
|
|
106.5
|
|
|||
Total
|
|
$
|
637.1
|
|
|
$
|
609.1
|
|
|
$
|
615.6
|
|
(Millions)
|
|
2014
|
|
2013
|
||||
Capital expenditures
|
|
$
|
29.3
|
|
|
$
|
27.8
|
|
Mine development
|
|
1.2
|
|
|
4.8
|
|
||
Net spending
|
|
$
|
30.5
|
|
|
$
|
32.6
|
|
(Millions)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
There-
after
|
|
Total
|
||||||||||||||
Long-term debt
|
|
$
|
0.7
|
|
|
$
|
9.0
|
|
|
$
|
0.7
|
|
|
$
|
10.8
|
|
|
$
|
0.8
|
|
|
$
|
2.3
|
|
|
$
|
24.3
|
|
Non-cancelable lease payments
|
|
6.4
|
|
|
5.9
|
|
|
4.4
|
|
|
3.5
|
|
|
3.0
|
|
|
6.3
|
|
|
29.5
|
|
|||||||
Capital lease payments
|
|
1.1
|
|
|
1.1
|
|
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|
3.8
|
|
|
9.0
|
|
|||||||
Pension plan contribution
|
|
16.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|||||||
Purchase commitments
|
|
20.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.8
|
|
|||||||
Total
|
|
$
|
45.0
|
|
|
$
|
16.0
|
|
|
$
|
6.1
|
|
|
$
|
15.3
|
|
|
$
|
4.8
|
|
|
$
|
12.4
|
|
|
$
|
99.6
|
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
Total outstanding debt
|
|
$
|
24.3
|
|
|
$
|
64.8
|
|
Cash
|
|
13.2
|
|
|
22.8
|
|
||
Net debt
|
|
$
|
11.1
|
|
|
$
|
42.0
|
|
Available borrowing capacity
|
|
$
|
229.4
|
|
|
$
|
186.8
|
|
Debt-to-debt-plus-equity ratio
|
|
5
|
%
|
|
12
|
%
|
|
|
Proven
|
|
Probable
|
|
Total
|
|||
As of December 31, 2014
|
|
|
|
|
|
|
|||
Tonnage (in thousands)
|
|
6,122
|
|
|
3,519
|
|
|
9,641
|
|
Grade (% beryllium)
|
|
0.262
|
%
|
|
0.232
|
%
|
|
0.251
|
%
|
Beryllium pounds (in millions)
|
|
32.02
|
|
|
16.33
|
|
|
48.35
|
|
|
|
|
|
|
|
|
|||
As of December 31, 2013
|
|
|
|
|
|
|
|||
Tonnage (in thousands)
|
|
6,173
|
|
|
3,519
|
|
|
9,692
|
|
Grade (% beryllium)
|
|
0.263
|
%
|
|
0.232
|
%
|
|
0.252
|
%
|
Beryllium pounds (in millions)
|
|
32.48
|
|
|
16.33
|
|
|
48.81
|
|
(Thousands of Pounds of Beryllium)
|
|
2014
|
|
2013
|
|
2012
|
|||
Domestic ore
|
|
593
|
|
|
514
|
|
|
486
|
|
Non-domestic ore
|
|
21
|
|
|
17
|
|
|
17
|
|
Unyielded total
|
|
614
|
|
|
531
|
|
|
503
|
|
Annual yield
|
|
89
|
%
|
|
85
|
%
|
|
87
|
%
|
Beryllium produced
|
|
546
|
|
|
450
|
|
|
438
|
|
% of mill capacity
|
|
73
|
%
|
|
60
|
%
|
|
58
|
%
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
Financial Statements
|
Page
|
Management’s Report on Internal Control over Financial Reporting
|
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Income for the Years Ended December 31, 2014, 2013, and 2012
|
|
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 Balance Sheets as of December 31, 2014 and 2013
|
|
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2014, 2013, and 2012
|
|
Notes to Consolidated Financial Statements
|
|
|
|
/
S
/ R
ICHARD
J. H
IPPLE
|
|
Richard J. Hipple
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
/
S
/ J
OSEPH P. KELLEY
|
|
Joseph P. Kelley
|
|
Vice President, Finance and Chief Financial Officer
|
|
|
(Thousands except per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
$
|
1,126,890
|
|
|
$
|
1,166,882
|
|
|
$
|
1,273,078
|
|
Cost of sales
|
920,987
|
|
|
978,904
|
|
|
1,074,295
|
|
|||
Gross margin
|
205,903
|
|
|
187,978
|
|
|
198,783
|
|
|||
Selling, general, and administrative expense
|
137,118
|
|
|
133,253
|
|
|
133,893
|
|
|||
Research and development expense
|
12,850
|
|
|
13,432
|
|
|
12,505
|
|
|||
Other — net
|
(1,022
|
)
|
|
14,462
|
|
|
15,609
|
|
|||
Operating profit
|
56,957
|
|
|
26,831
|
|
|
36,776
|
|
|||
Interest expense — net
|
2,787
|
|
|
3,036
|
|
|
3,134
|
|
|||
Income before income taxes
|
54,170
|
|
|
23,795
|
|
|
33,642
|
|
|||
Income tax expense
|
12,449
|
|
|
4,088
|
|
|
8,978
|
|
|||
Net income
|
$
|
41,721
|
|
|
$
|
19,707
|
|
|
$
|
24,664
|
|
Basic earnings per share:
|
|
|
|
|
|
||||||
Net income per share of common stock
|
$
|
2.04
|
|
|
$
|
0.96
|
|
|
$
|
1.21
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
Net income per share of common stock
|
$
|
2.00
|
|
|
$
|
0.94
|
|
|
$
|
1.19
|
|
|
|
|
|
|
|
||||||
Cash dividends per share
|
$
|
0.335
|
|
|
$
|
0.315
|
|
|
$
|
0.225
|
|
|
|
|
|
|
|
||||||
Weighted-average number of shares of common stock outstanding
|
|
|
|
|
|
||||||
Basic
|
20,461
|
|
|
20,571
|
|
|
20,418
|
|
|||
Diluted
|
20,810
|
|
|
20,895
|
|
|
20,679
|
|
(Thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
$
|
41,721
|
|
|
$
|
19,707
|
|
|
$
|
24,664
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(4,440
|
)
|
|
(3,790
|
)
|
|
(870
|
)
|
|||
Derivative and hedging activity, net of tax benefit (expense) of ($1,318), $160, and $385
|
2,244
|
|
|
(296
|
)
|
|
(715
|
)
|
|||
Pension and post-employment benefit adjustment, net of tax of $11,626, ($17,613), and $7,676
|
(20,153
|
)
|
|
32,627
|
|
|
(14,629
|
)
|
|||
Net change in accumulated other comprehensive income
|
(22,349
|
)
|
|
28,541
|
|
|
(16,214
|
)
|
|||
Comprehensive income
|
$
|
19,372
|
|
|
$
|
48,248
|
|
|
$
|
8,450
|
|
(Thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
41,721
|
|
|
$
|
19,707
|
|
|
$
|
24,664
|
|
Adjustments to reconcile net income to net cash provided from operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion, and amortization
|
42,721
|
|
|
41,649
|
|
|
37,046
|
|
|||
Amortization of deferred financing costs in interest expense
|
795
|
|
|
679
|
|
|
649
|
|
|||
Stock-based compensation expense
|
5,446
|
|
|
5,741
|
|
|
5,889
|
|
|||
Deferred tax (benefit) expense
|
(5,495
|
)
|
|
(2,442
|
)
|
|
(2,462
|
)
|
|||
Changes in assets and liabilities net of acquired assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
(2,066
|
)
|
|
12,116
|
|
|
(4,716
|
)
|
|||
Decrease (increase) in inventory
|
(30,412
|
)
|
|
(8,241
|
)
|
|
(18,880
|
)
|
|||
Decrease (increase) in prepaid and other current assets
|
(191
|
)
|
|
6,647
|
|
|
483
|
|
|||
Increase (decrease) in accounts payable and accrued expenses
|
6,164
|
|
|
(7,739
|
)
|
|
1,472
|
|
|||
Increase (decrease) in unearned revenue
|
4,401
|
|
|
(1,064
|
)
|
|
(1,491
|
)
|
|||
Increase (decrease) in interest and taxes payable
|
1,161
|
|
|
2,391
|
|
|
(2,324
|
)
|
|||
Increase (decrease) in long-term liabilities
|
(7,348
|
)
|
|
6,879
|
|
|
(5,053
|
)
|
|||
Other — net
|
3,384
|
|
|
(401
|
)
|
|
3,343
|
|
|||
Net cash provided from operating activities
|
60,281
|
|
|
75,922
|
|
|
38,620
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Payments for purchase of property, plant, and equipment
|
(29,312
|
)
|
|
(27,848
|
)
|
|
(34,088
|
)
|
|||
Payments for mine development
|
(1,247
|
)
|
|
(4,776
|
)
|
|
(10,573
|
)
|
|||
Reimbursement for capital spending under government contract
|
—
|
|
|
—
|
|
|
991
|
|
|||
Payments for purchase of business less cash received
|
—
|
|
|
—
|
|
|
(3,894
|
)
|
|||
Proceeds from sale of property, plant, and equipment
|
3,090
|
|
|
22
|
|
|
—
|
|
|||
Other investments — net
|
(2
|
)
|
|
15
|
|
|
4,201
|
|
|||
Net cash (used in) investing activities
|
(27,471
|
)
|
|
(32,587
|
)
|
|
(43,363
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance (repayment) of short-term debt
|
(6,291
|
)
|
|
(13,692
|
)
|
|
8,594
|
|
|||
Proceeds from issuance of long-term debt
|
33,332
|
|
|
70,423
|
|
|
32,403
|
|
|||
Repayment of long-term debt
|
(38,945
|
)
|
|
(86,036
|
)
|
|
(27,986
|
)
|
|||
Principal payments under capital lease obligations
|
(666
|
)
|
|
(657
|
)
|
|
(749
|
)
|
|||
Cash dividends paid
|
(6,865
|
)
|
|
(6,497
|
)
|
|
(4,615
|
)
|
|||
Deferred financing costs
|
—
|
|
|
(1,587
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
(22,282
|
)
|
|
—
|
|
|
(119
|
)
|
|||
Issuance of common stock under stock option plans
|
359
|
|
|
1,163
|
|
|
158
|
|
|||
Tax benefit from stock compensation realization
|
477
|
|
|
711
|
|
|
817
|
|
|||
Net cash (used in) provided from financing activities
|
(40,881
|
)
|
|
(36,172
|
)
|
|
8,503
|
|
|||
Effects of exchange rate changes
|
(1,553
|
)
|
|
(445
|
)
|
|
41
|
|
|||
Net change in cash and cash equivalents
|
(9,624
|
)
|
|
6,718
|
|
|
3,801
|
|
|||
Cash and cash equivalents at beginning of period
|
22,774
|
|
|
16,056
|
|
|
12,255
|
|
|||
Cash and cash equivalents at end of period
|
$
|
13,150
|
|
|
$
|
22,774
|
|
|
$
|
16,056
|
|
(Thousands)
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
13,150
|
|
|
$
|
22,774
|
|
Accounts receivable (net of allowance of $1,578 for 2014 and $1,421 for 2013)
|
112,780
|
|
|
113,012
|
|
||
Inventories
|
232,409
|
|
|
232,800
|
|
||
Prepaid expenses
|
14,953
|
|
|
16,353
|
|
||
Deferred income taxes
|
13,402
|
|
|
10,325
|
|
||
Total current assets
|
386,694
|
|
|
395,264
|
|
||
Long-term deferred income taxes
|
17,722
|
|
|
5,941
|
|
||
Property, plant, and equipment
|
800,671
|
|
|
782,879
|
|
||
Less allowances for depreciation, depletion, and amortization
|
(553,083
|
)
|
|
(520,986
|
)
|
||
Property, plant, and equipment — net
|
247,588
|
|
|
261,893
|
|
||
Intangible assets
|
18,559
|
|
|
24,248
|
|
||
Other assets
|
4,781
|
|
|
3,874
|
|
||
Goodwill
|
86,725
|
|
|
86,725
|
|
||
Total Assets
|
$
|
762,069
|
|
|
$
|
777,945
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Short-term debt
|
$
|
653
|
|
|
$
|
35,566
|
|
Accounts payable
|
36,239
|
|
|
36,556
|
|
||
Salaries and wages
|
35,448
|
|
|
28,202
|
|
||
Taxes other than income taxes
|
1,306
|
|
|
1,527
|
|
||
Other liabilities and accrued items
|
22,397
|
|
|
25,122
|
|
||
Income taxes
|
3,144
|
|
|
1,564
|
|
||
Unearned revenue
|
4,879
|
|
|
479
|
|
||
Total current liabilities
|
104,066
|
|
|
129,016
|
|
||
Other long-term liabilities
|
18,203
|
|
|
16,531
|
|
||
Retirement and post-employment benefits
|
103,891
|
|
|
80,275
|
|
||
Unearned income
|
51,796
|
|
|
56,490
|
|
||
Long-term income taxes
|
1,750
|
|
|
1,576
|
|
||
Deferred income taxes
|
617
|
|
|
1,469
|
|
||
Long-term debt
|
23,613
|
|
|
29,267
|
|
||
Shareholders’ equity
|
|
|
|
||||
Serial preferred stock (no par value; 5,000 authorized shares, none issued)
|
—
|
|
|
—
|
|
||
Common stock (no par value; 60,000 authorized shares, issued shares of 27,226 for 2014 and 27,164 for 2013)
|
202,104
|
|
|
197,576
|
|
||
Retained earnings
|
476,277
|
|
|
441,518
|
|
||
Common stock in treasury (6,857 shares for 2014 and 6,274 shares for 2013)
|
(140,938
|
)
|
|
(118,151
|
)
|
||
Other comprehensive income (loss)
|
(82,237
|
)
|
|
(59,888
|
)
|
||
Other equity transactions
|
2,927
|
|
|
2,266
|
|
||
Total shareholders’ equity
|
458,133
|
|
|
463,321
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
762,069
|
|
|
$
|
777,945
|
|
(Thousands)
|
Common
Stock
|
|
Retained
Earnings
|
|
Common
Stock In
Treasury
|
|
Other
Comprehensive
Income (Loss)
|
|
Other
Equity
Transactions
|
|
Total
|
||||||||||||
Balance at January 1, 2012
|
$
|
185,913
|
|
|
$
|
408,380
|
|
|
$
|
(118,279
|
)
|
|
$
|
(72,215
|
)
|
|
$
|
2,183
|
|
|
$
|
405,982
|
|
Net income
|
—
|
|
|
24,664
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,664
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,214
|
)
|
|
—
|
|
|
(16,214
|
)
|
||||||
Cash dividends declared
|
—
|
|
|
(4,650
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,650
|
)
|
||||||
Proceeds from exercise of 16 shares under option plans
|
158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158
|
|
||||||
Income tax benefit from stock compensation realization
|
817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
817
|
|
||||||
Repurchase of 6 shares
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
||||||
Stock-based compensation expense
|
5,889
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,889
|
|
||||||
Shares withheld for employee taxes on equity awards
|
(1,608
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,608
|
)
|
||||||
Directors' deferred compensation
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
(24
|
)
|
|
76
|
|
||||||
Balance at December 31, 2012
|
$
|
191,169
|
|
|
$
|
428,394
|
|
|
$
|
(118,298
|
)
|
|
$
|
(88,429
|
)
|
|
$
|
2,159
|
|
|
$
|
414,995
|
|
Net income
|
—
|
|
|
19,707
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,707
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
28,541
|
|
|
—
|
|
|
28,541
|
|
||||||
Cash dividends declared
|
—
|
|
|
(6,583
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,583
|
)
|
||||||
Proceeds from exercise of 74 shares under option plans
|
1,163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,163
|
|
||||||
Income tax benefit from stock compensation realization
|
711
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
711
|
|
||||||
Stock-based compensation expense
|
5,741
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,741
|
|
||||||
Shares withheld for employee taxes on equity awards
|
(1,208
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,208
|
)
|
||||||
Directors’ deferred compensation
|
—
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
107
|
|
|
254
|
|
||||||
Balance at December 31, 2013
|
$
|
197,576
|
|
|
$
|
441,518
|
|
|
$
|
(118,151
|
)
|
|
$
|
(59,888
|
)
|
|
$
|
2,266
|
|
|
$
|
463,321
|
|
Net income
|
—
|
|
|
41,721
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,721
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,349
|
)
|
|
—
|
|
|
(22,349
|
)
|
||||||
Cash dividends declared
|
—
|
|
|
(6,962
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,962
|
)
|
||||||
Proceeds from exercise of 20 shares under option plans
|
359
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
359
|
|
||||||
Income tax benefit from stock compensation realization
|
477
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
477
|
|
||||||
Repurchase of 690 shares
|
—
|
|
|
—
|
|
|
(22,282
|
)
|
|
—
|
|
|
—
|
|
|
(22,282
|
)
|
||||||
Stock-based compensation expense
|
5,446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,446
|
|
||||||
Shares withheld for employee taxes on equity awards
|
(1,754
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,754
|
)
|
||||||
Directors’ deferred compensation
|
—
|
|
|
—
|
|
|
(505
|
)
|
|
—
|
|
|
661
|
|
|
156
|
|
||||||
Balance at December 31, 2014
|
$
|
202,104
|
|
|
$
|
476,277
|
|
|
$
|
(140,938
|
)
|
|
$
|
(82,237
|
)
|
|
$
|
2,927
|
|
|
$
|
458,133
|
|
|
|
Years
|
Land improvements
|
|
5 to 25
|
Buildings
|
|
10 to 40
|
Leasehold improvements
|
|
Life of lease
|
Machinery and equipment
|
|
3 to 15
|
Furniture and fixtures
|
|
4 to 15
|
Automobiles and trucks
|
|
2 to 8
|
Research equipment
|
|
6 to 12
|
Computer hardware
|
|
3 to 10
|
Computer software
|
|
3 to 10
|
|
|
December 31,
|
||||||
(Thousands)
|
|
2014
|
|
2013
|
||||
Principally average cost:
|
|
|
|
|
||||
Raw materials and supplies
|
|
$
|
39,559
|
|
|
$
|
39,201
|
|
Work in process
|
|
155,377
|
|
|
152,645
|
|
||
Finished goods
|
|
37,473
|
|
|
40,954
|
|
||
Net inventories
|
|
$
|
232,409
|
|
|
$
|
232,800
|
|
|
|
December 31,
|
||||||
(Thousands)
|
|
2014
|
|
2013
|
||||
Land
|
|
$
|
7,458
|
|
|
$
|
8,097
|
|
Buildings
|
|
129,673
|
|
|
128,187
|
|
||
Machinery and equipment
|
|
579,906
|
|
|
569,617
|
|
||
Software
|
|
34,525
|
|
|
31,571
|
|
||
Construction in progress
|
|
16,818
|
|
|
14,363
|
|
||
Allowances for depreciation
|
|
(534,908
|
)
|
|
(510,718
|
)
|
||
Subtotal
|
|
233,472
|
|
|
241,117
|
|
||
Capital leases
|
|
10,912
|
|
|
10,912
|
|
||
Allowances for depreciation
|
|
(1,988
|
)
|
|
(1,728
|
)
|
||
Subtotal
|
|
8,924
|
|
|
9,184
|
|
||
Mineral resources
|
|
4,980
|
|
|
4,979
|
|
||
Mine development
|
|
16,399
|
|
|
15,153
|
|
||
Allowances for amortization and depletion
|
|
(16,187
|
)
|
|
(8,540
|
)
|
||
Subtotal
|
|
5,192
|
|
|
11,592
|
|
||
Property, plant, and equipment — net
|
|
$
|
247,588
|
|
|
$
|
261,893
|
|
(Thousands)
|
|
2014
|
|
2013
|
||||
Deferred financing costs
|
|
|
|
|
||||
Cost
|
|
$
|
7,794
|
|
|
$
|
7,794
|
|
Accumulated amortization
|
|
(5,302
|
)
|
|
(4,507
|
)
|
||
Net book value
|
|
2,492
|
|
|
3,287
|
|
||
Customer relationships
|
|
|
|
|
||||
Cost
|
|
38,427
|
|
|
38,427
|
|
||
Accumulated amortization
|
|
(26,544
|
)
|
|
(22,624
|
)
|
||
Net book value
|
|
11,883
|
|
|
15,803
|
|
||
Technology
|
|
|
|
|
||||
Cost
|
|
12,092
|
|
|
12,092
|
|
||
Accumulated amortization
|
|
(8,594
|
)
|
|
(7,626
|
)
|
||
Net book value
|
|
3,498
|
|
|
4,466
|
|
||
License
|
|
|
|
|
||||
Cost
|
|
2,755
|
|
|
2,480
|
|
||
Accumulated amortization
|
|
(2,096
|
)
|
|
(1,828
|
)
|
||
Net book value
|
|
659
|
|
|
652
|
|
||
Trade Name
|
|
|
|
|
||||
Cost
|
|
62
|
|
|
62
|
|
||
Accumulated amortization
|
|
(35
|
)
|
|
(22
|
)
|
||
Net book value
|
|
27
|
|
|
40
|
|
||
Total
|
|
|
|
|
||||
Cost
|
|
$
|
61,130
|
|
|
$
|
60,855
|
|
Accumulated amortization
|
|
(42,571
|
)
|
|
(36,607
|
)
|
||
Net book value
|
|
$
|
18,559
|
|
|
$
|
24,248
|
|
Aggregate amortization expense
|
|
$
|
5,964
|
|
|
$
|
6,208
|
|
(Thousands)
|
|
2014
|
|
2013
|
||||
Balance at the beginning of the year
|
|
$
|
86,725
|
|
|
$
|
88,753
|
|
Adjustment
|
|
—
|
|
|
(2,028
|
)
|
||
Balance at the end of the year
|
|
$
|
86,725
|
|
|
$
|
86,725
|
|
|
|
December 31,
|
||||||
(Thousands)
|
|
2014
|
|
2013
|
||||
Revolving credit agreement
|
|
$
|
10,000
|
|
|
$
|
15,000
|
|
Fixed rate industrial development revenue bonds payable in annual installments through 2021
|
|
5,961
|
|
|
6,575
|
|
||
Variable rate industrial development revenue bonds payable in 2016
|
|
8,305
|
|
|
8,305
|
|
||
Total outstanding
|
|
24,266
|
|
|
29,880
|
|
||
Current portion of long-term debt
|
|
(653
|
)
|
|
(613
|
)
|
||
Total
|
|
$
|
23,613
|
|
|
$
|
29,267
|
|
2015
|
$
|
653
|
|
2016
|
9,000
|
|
|
2017
|
733
|
|
|
2018
|
10,773
|
|
|
2019
|
819
|
|
|
Thereafter
|
2,288
|
|
|
|
|
||
Total
|
$
|
24,266
|
|
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
(Thousands)
|
|
Total
|
|
Outstanding
|
|
Available
|
|
Total
|
|
Outstanding
|
|
Available
|
||||||||||||
Domestic
|
|
$
|
322,475
|
|
|
$
|
—
|
|
|
$
|
322,475
|
|
|
$
|
320,510
|
|
|
$
|
6,291
|
|
|
$
|
314,219
|
|
Foreign
|
|
12,334
|
|
|
—
|
|
|
12,334
|
|
|
13,320
|
|
|
—
|
|
|
13,320
|
|
||||||
Precious metal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,662
|
|
|
28,662
|
|
|
—
|
|
||||||
Total
|
|
$
|
334,809
|
|
|
$
|
—
|
|
|
$
|
334,809
|
|
|
$
|
362,492
|
|
|
$
|
34,953
|
|
|
$
|
327,539
|
|
|
|
Capital
|
|
Operating
|
||||
(Thousands)
|
|
Leases
|
|
Leases
|
||||
2015
|
|
$
|
1,064
|
|
|
$
|
6,474
|
|
2016
|
|
1,064
|
|
|
5,875
|
|
||
2017
|
|
1,064
|
|
|
4,359
|
|
||
2018
|
|
1,064
|
|
|
3,550
|
|
||
2019
|
|
1,064
|
|
|
3,017
|
|
||
2020 and thereafter
|
|
3,639
|
|
|
9,461
|
|
||
Total minimum lease payments
|
|
8,959
|
|
|
$
|
32,736
|
|
|
Amounts representing interest
|
|
1,747
|
|
|
|
|||
Present value of net minimum lease payments
|
|
$
|
7,212
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
(Thousands)
|
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Other
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
||||||||
Directors’ deferred compensation investments
|
|
$
|
396
|
|
|
$
|
396
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
3,456
|
|
|
—
|
|
|
3,456
|
|
|
—
|
|
||||
Total
|
|
$
|
3,852
|
|
|
$
|
396
|
|
|
$
|
3,456
|
|
|
$
|
—
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Directors’ deferred compensation liability
|
|
$
|
396
|
|
|
$
|
396
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
$
|
396
|
|
|
$
|
396
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
(Thousands)
|
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Prepaid expenses
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts - yen
|
|
$
|
6,835
|
|
|
$
|
773
|
|
|
$
|
4,951
|
|
|
$
|
292
|
|
Foreign currency forward contracts - euro
|
|
33,215
|
|
|
2,683
|
|
|
—
|
|
|
—
|
|
||||
Precious metal forward contracts
|
|
—
|
|
|
—
|
|
|
5,663
|
|
|
11
|
|
||||
Total
|
|
40,050
|
|
|
3,456
|
|
|
10,614
|
|
|
303
|
|
||||
Other liabilities and accrued items
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts - euro
|
|
—
|
|
|
—
|
|
|
25,112
|
|
|
(364
|
)
|
||||
Precious metal swaps
|
|
—
|
|
|
—
|
|
|
4,511
|
|
|
(30
|
)
|
||||
Total
|
|
—
|
|
|
—
|
|
|
29,623
|
|
|
(394
|
)
|
||||
Other long-term liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts - euro
|
|
—
|
|
|
—
|
|
|
952
|
|
|
(15
|
)
|
||||
Total
|
|
$
|
40,050
|
|
|
$
|
3,456
|
|
|
$
|
41,189
|
|
|
$
|
(106
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(Thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
221,748
|
|
|
$
|
253,839
|
|
|
$
|
31,398
|
|
|
$
|
34,294
|
|
Service cost
|
|
7,963
|
|
|
9,724
|
|
|
138
|
|
|
305
|
|
||||
Interest cost
|
|
10,339
|
|
|
9,936
|
|
|
675
|
|
|
1,243
|
|
||||
Plan amendments
|
|
—
|
|
|
—
|
|
|
(14,034
|
)
|
|
—
|
|
||||
Actuarial (gain) loss
|
|
43,476
|
|
|
(28,581
|
)
|
|
223
|
|
|
(2,396
|
)
|
||||
Benefit payments from fund
|
|
(8,387
|
)
|
|
(22,893
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit payments directly by Company
|
|
(1,236
|
)
|
|
(136
|
)
|
|
(1,968
|
)
|
|
(2,271
|
)
|
||||
Expenses paid from assets
|
|
(570
|
)
|
|
(613
|
)
|
|
—
|
|
|
—
|
|
||||
Medicare Part D subsidy
|
|
—
|
|
|
—
|
|
|
108
|
|
|
223
|
|
||||
Foreign currency exchange rate changes
|
|
(1,548
|
)
|
|
472
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year
|
|
271,785
|
|
|
221,748
|
|
|
16,540
|
|
|
31,398
|
|
||||
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
173,494
|
|
|
163,436
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
|
6,852
|
|
|
23,824
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
|
16,145
|
|
|
9,615
|
|
|
—
|
|
|
—
|
|
||||
Benefit payments from fund
|
|
(8,387
|
)
|
|
(22,893
|
)
|
|
—
|
|
|
—
|
|
||||
Expenses paid from assets
|
|
(569
|
)
|
|
(613
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
|
(349
|
)
|
|
125
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
187,186
|
|
|
173,494
|
|
|
—
|
|
|
—
|
|
||||
Funded status at end of year
|
|
$
|
(84,599
|
)
|
|
$
|
(48,254
|
)
|
|
$
|
(16,540
|
)
|
|
$
|
(31,398
|
)
|
Amounts recognized in the Consolidated
Balance Sheets consist of:
|
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
$
|
1,703
|
|
|
$
|
1,321
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other liabilities and accrued items
|
|
(753
|
)
|
|
(1,138
|
)
|
|
(1,472
|
)
|
|
(2,663
|
)
|
||||
Retirement and post-employment benefits
|
|
(85,549
|
)
|
|
(48,437
|
)
|
|
(15,068
|
)
|
|
(28,735
|
)
|
||||
|
|
$
|
(84,599
|
)
|
|
$
|
(48,254
|
)
|
|
$
|
(16,540
|
)
|
|
$
|
(31,398
|
)
|
Amounts recognized in other comprehensive income (before tax) consist of:
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
|
$
|
122,641
|
|
|
$
|
78,983
|
|
|
$
|
275
|
|
|
$
|
52
|
|
Net prior service (credit) cost
|
|
(1,300
|
)
|
|
(1,734
|
)
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
121,341
|
|
|
$
|
77,249
|
|
|
$
|
275
|
|
|
$
|
52
|
|
Amortizations expected to be recognized during next fiscal year (before tax):
|
|
|
|
|
|
|
|
|
||||||||
Amortization of net loss
|
|
$
|
7,558
|
|
|
$
|
5,100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of prior service credit
|
|
(450
|
)
|
|
(434
|
)
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
7,108
|
|
|
$
|
4,666
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additional information
|
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligation for all defined benefit pension plans
|
|
$
|
260,536
|
|
|
$
|
213,585
|
|
|
$
|
—
|
|
|
$
|
—
|
|
For defined benefit pension plans with benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Aggregate benefit obligation
|
|
266,377
|
|
|
216,567
|
|
|
—
|
|
|
—
|
|
||||
Aggregate fair value of plan assets
|
|
180,075
|
|
|
166,992
|
|
|
—
|
|
|
—
|
|
||||
For defined benefit pension plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Aggregate accumulated benefit obligation
|
|
255,128
|
|
|
208,404
|
|
|
—
|
|
|
—
|
|
||||
Aggregate fair value of plan assets
|
|
180,075
|
|
|
166,992
|
|
|
—
|
|
|
—
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
(Thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Net benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
7,963
|
|
|
$
|
9,724
|
|
|
$
|
7,915
|
|
|
$
|
138
|
|
|
$
|
305
|
|
|
$
|
285
|
|
Interest cost
|
|
10,339
|
|
|
9,936
|
|
|
9,912
|
|
|
675
|
|
|
1,243
|
|
|
1,439
|
|
||||||
Expected return on plan assets
|
|
(12,419
|
)
|
|
(12,261
|
)
|
|
(11,934
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (benefit)
|
|
(434
|
)
|
|
(340
|
)
|
|
(335
|
)
|
|
(1,498
|
)
|
|
115
|
|
|
87
|
|
||||||
Recognized net actuarial loss
|
|
5,263
|
|
|
7,912
|
|
|
5,605
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost
|
|
10,712
|
|
|
14,971
|
|
|
11,163
|
|
|
(685
|
)
|
|
1,663
|
|
|
1,811
|
|
||||||
Settlements
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total net benefit cost
|
|
$
|
10,719
|
|
|
$
|
14,971
|
|
|
$
|
11,163
|
|
|
$
|
(685
|
)
|
|
$
|
1,663
|
|
|
$
|
1,811
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
(Thousands)
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Change in other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OCI at beginning of year
|
$
|
77,249
|
|
|
$
|
124,955
|
|
|
$
|
104,056
|
|
|
$
|
52
|
|
|
$
|
2,587
|
|
|
$
|
1,180
|
|
Increase (decrease) in OCI:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Recognized during year — prior service cost (credit)
|
434
|
|
|
340
|
|
|
335
|
|
|
1,498
|
|
|
(115
|
)
|
|
(87
|
)
|
||||||
Recognized during year — net actuarial (losses) gains
|
(5,263
|
)
|
|
(7,912
|
)
|
|
(5,605
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Occurring during year — prior service cost
|
—
|
|
|
—
|
|
|
117
|
|
|
(14,034
|
)
|
|
—
|
|
|
—
|
|
||||||
Occurring during year — net actuarial losses (gains)
|
49,037
|
|
|
(40,143
|
)
|
|
25,995
|
|
|
223
|
|
|
(2,397
|
)
|
|
1,494
|
|
||||||
Other adjustments
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
||||||
Foreign currency exchange rate changes
|
(116
|
)
|
|
12
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
OCI at end of year
|
$
|
121,341
|
|
|
$
|
77,249
|
|
|
$
|
124,955
|
|
|
$
|
(12,261
|
)
|
|
$
|
52
|
|
|
$
|
2,587
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted-average assumptions used to determine benefit obligations at fiscal year end
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.00
|
%
|
|
4.80
|
%
|
|
3.99
|
%
|
|
3.50
|
%
|
|
4.50
|
%
|
|
3.75
|
%
|
Rate of compensation increase
|
|
3.96
|
%
|
|
4.43
|
%
|
|
4.44
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Weighted-average assumptions used to determine net cost for the fiscal year
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.79
|
%
|
|
3.97
|
%
|
|
4.81
|
%
|
|
4.13
|
%
|
|
3.75
|
%
|
|
4.50
|
%
|
Expected long-term return on plan assets
|
|
7.15
|
%
|
|
7.44
|
%
|
|
7.65
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
|
4.42
|
%
|
|
4.42
|
%
|
|
4.43
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Assumed health care trend rates at fiscal year end
|
|
2014
|
|
2013
|
Health care trend rate assumed for next year
|
|
7.00%
|
|
7.50%
|
Rate that the trend rate gradually declines to (ultimate trend rate)
|
|
5.00%
|
|
5.00%
|
Year that the rate reaches the ultimate trend rate
|
|
2019
|
|
2019
|
|
|
1-Percentage-
Point Increase
|
|
1-Percentage-
Point Decrease
|
||||||||||||
(Thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Effect on total of service and interest cost components
|
|
$
|
15
|
|
|
$
|
30
|
|
|
$
|
(14
|
)
|
|
$
|
(26
|
)
|
Effect on post-employment benefit obligation
|
|
427
|
|
|
602
|
|
|
(392
|
)
|
|
(567
|
)
|
|
|
December 31, 2014
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
(Thousands)
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
6,173
|
|
|
$
|
6,173
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. (a)
|
|
60,028
|
|
|
49,625
|
|
|
10,403
|
|
|
—
|
|
||||
International (b)
|
|
28,372
|
|
|
25,361
|
|
|
3,011
|
|
|
—
|
|
||||
Emerging markets (c)
|
|
13,498
|
|
|
13,300
|
|
|
198
|
|
|
—
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
||||||||
Intermediate-term bonds (d)
|
|
18,635
|
|
|
14,755
|
|
|
3,880
|
|
|
—
|
|
||||
Short-term bonds (e)
|
|
3,631
|
|
|
—
|
|
|
3,631
|
|
|
—
|
|
||||
Global bonds (f)
|
|
30,030
|
|
|
26,795
|
|
|
3,235
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
|
||||||||
Real estate fund (g)
|
|
6,513
|
|
|
6,433
|
|
|
80
|
|
|
—
|
|
||||
Alternative strategies (h)
|
|
8,477
|
|
|
8,382
|
|
|
95
|
|
|
—
|
|
||||
Pooled investment fund (i)
|
|
6,613
|
|
|
—
|
|
|
—
|
|
|
6,613
|
|
||||
Multi-strategy hedge funds (j)
|
|
4,962
|
|
|
—
|
|
|
—
|
|
|
4,962
|
|
||||
Private equity funds
|
|
254
|
|
|
—
|
|
|
—
|
|
|
254
|
|
||||
Total
|
|
$
|
187,186
|
|
|
$
|
150,824
|
|
|
$
|
24,533
|
|
|
$
|
11,829
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31, 2013
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
(Thousands)
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
6,568
|
|
|
$
|
6,568
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. (a)
|
|
63,321
|
|
|
54,095
|
|
|
9,226
|
|
|
—
|
|
||||
International (b)
|
|
27,403
|
|
|
23,911
|
|
|
3,492
|
|
|
—
|
|
||||
Emerging markets (c)
|
|
14,165
|
|
|
13,908
|
|
|
257
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Intermediate-term bonds (d)
|
|
21,874
|
|
|
14,482
|
|
|
7,392
|
|
|
—
|
|
||||
Short-term bonds (e)
|
|
11,608
|
|
|
11,608
|
|
|
—
|
|
|
—
|
|
||||
Global bonds (f)
|
|
12,728
|
|
|
10,879
|
|
|
1,849
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
|
||||||||
Real estate fund (g)
|
|
9,943
|
|
|
9,882
|
|
|
61
|
|
|
—
|
|
||||
Multi-strategy hedge funds (j)
|
|
5,467
|
|
|
—
|
|
|
—
|
|
|
5,467
|
|
||||
Private equity funds
|
|
417
|
|
|
—
|
|
|
—
|
|
|
417
|
|
||||
Total
|
|
$
|
173,494
|
|
|
$
|
145,333
|
|
|
$
|
22,277
|
|
|
$
|
5,884
|
|
(a)
|
Mutual funds that invest in various sectors of the U.S. market.
|
(b)
|
Mutual funds that invest in non-U.S. companies primarily in developed countries that are generally considered to be value stocks.
|
(c)
|
Mutual funds that invest in non-U.S. companies in emerging market countries.
|
(d)
|
Includes a mutual fund that employs a value-oriented approach to fixed income investment management and a mutual fund that invests primarily in investment-grade debt securities.
|
(e)
|
Includes a mutual fund that seeks a market rate of return for a fixed-income portfolio with low relative volatility of returns, investing generally in U.S. and foreign debt securities maturing in
five years or less
.
|
(f)
|
Mutual funds that invest in domestic and foreign sovereign securities, fixed income securities, mortgage-backed and asset-backed bonds, convertible bonds, high-yield bonds, and emerging market bonds.
|
(g)
|
Includes a mutual fund that typically invests at least
80%
of its assets in equity and debt securities of companies in the real estate industry or related industries or in companies which own significant real estate assets at the time of investment.
|
(h)
|
Includes a mutual fund that tactically allocates assets to global equity, fixed income, and alternative strategies.
|
(i)
|
Includes a fund that invests in a broad portfolio of hedge funds.
|
(j)
|
Includes a hedge fund that employs multiple strategies to multiple asset classes with low correlations.
|
(Thousands)
|
|
Total
|
|
Pooled Investment Fund
|
|
Multi-strategy Hedge Funds
|
|
Private Equity Funds
|
||||||||
Balance as of January 1, 2013
|
|
$
|
4,836
|
|
|
$
|
—
|
|
|
$
|
4,191
|
|
|
$
|
645
|
|
Actual return:
|
|
|
|
|
|
|
|
|
||||||||
On assets still held at reporting date
|
|
1,183
|
|
|
—
|
|
|
1,276
|
|
|
(93
|
)
|
||||
On assets sold during the period
|
|
229
|
|
|
—
|
|
|
—
|
|
|
229
|
|
||||
Purchases, sales, and settlements
|
|
(364
|
)
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
||||
Balance as of December 31, 2013
|
|
$
|
5,884
|
|
|
$
|
—
|
|
|
$
|
5,467
|
|
|
$
|
417
|
|
Actual return:
|
|
|
|
|
|
|
|
|
||||||||
On assets still held at reporting date
|
|
(406
|
)
|
|
113
|
|
|
(505
|
)
|
|
(14
|
)
|
||||
On assets sold during the period
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||
Purchases, sales, and settlements
|
|
6,371
|
|
|
6,500
|
|
|
—
|
|
|
(129
|
)
|
||||
Balance as of December 31, 2014
|
|
$
|
11,829
|
|
|
$
|
6,613
|
|
|
$
|
4,962
|
|
|
$
|
254
|
|
|
|
Other Benefits
|
||||||||||
|
|
Pension Benefits
|
|
Gross Benefit
Payment
|
|
Net of
Medicare
Part D
Subsidy
|
||||||
(Thousands)
|
|
|
|
|
|
|
||||||
2015
|
|
$
|
9,672
|
|
|
$
|
1,472
|
|
|
$
|
1,435
|
|
2016
|
|
9,894
|
|
|
1,483
|
|
|
1,447
|
|
|||
2017
|
|
12,320
|
|
|
1,566
|
|
|
1,533
|
|
|||
2018
|
|
11,202
|
|
|
1,597
|
|
|
1,565
|
|
|||
2019
|
|
12,581
|
|
|
1,541
|
|
|
1,512
|
|
|||
2020 through 2024
|
|
72,765
|
|
|
6,442
|
|
|
6,334
|
|
(Thousands)
|
|
2014
|
|
2013
|
||||
Reserve balance at beginning of year
|
|
$
|
(4,809
|
)
|
|
$
|
(5,301
|
)
|
Expensed
|
|
(275
|
)
|
|
(503
|
)
|
||
Paid
|
|
162
|
|
|
995
|
|
||
Reserve balance at end of year
|
|
$
|
(4,922
|
)
|
|
$
|
(4,809
|
)
|
Ending balance recorded in:
|
|
|
|
|
||||
Other liabilities and accrued items
|
|
$
|
(460
|
)
|
|
$
|
(430
|
)
|
Other long-term liabilities
|
|
(4,462
|
)
|
|
(4,379
|
)
|
(Thousands)
|
|
Number of Shares
|
|
Issued as of January 1, 2012
|
|
27,024
|
|
Exercise of stock options and stock appreciation rights (SARs)
|
|
26
|
|
Issued as of December 31, 2012
|
|
27,050
|
|
Exercise of stock options and SARs
|
|
114
|
|
Issued as of December 31, 2013
|
|
27,164
|
|
Exercise of stock options and SARs
|
|
62
|
|
Issued as of December 31, 2014
|
|
27,226
|
|
|
|
|
(Shares in thousands)
|
|
Number of
Options
|
|
Weighted-
average
Exercise
Price Per
Share
|
|
Aggregate
Intrinsic
Value
|
|
Weighted-
average
Remaining
Term (Years)
|
|||||
Outstanding at December 31, 2013
|
|
21
|
|
|
$
|
17.29
|
|
|
$
|
—
|
|
|
—
|
Exercised
|
|
(20
|
)
|
|
17.29
|
|
|
—
|
|
|
—
|
||
Canceled
|
|
(1
|
)
|
|
17.08
|
|
|
—
|
|
|
—
|
||
Outstanding at December 31, 2014
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
||
Vested and expected to vest as of December 31, 2014
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
||
Exercisable at December 31, 2014
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
(Shares in thousands)
|
|
Number of
Shares
|
|
Weighted-
average
Grant Date
Fair Value
|
|||
Outstanding at December 31, 2013
|
|
200
|
|
|
$
|
32.71
|
|
Granted
|
|
60
|
|
|
33.29
|
|
|
Vested
|
|
(81
|
)
|
|
33.21
|
|
|
Forfeited
|
|
(27
|
)
|
|
33.21
|
|
|
Outstanding at December 31, 2014
|
|
152
|
|
|
$
|
30.76
|
|
(Shares in thousands)
|
|
Number of
Shares
|
|
Weighted-
average
Grant Date
Fair Value
|
|||
Outstanding at December 31, 2013
|
|
101
|
|
|
$
|
23.74
|
|
Granted
|
|
19
|
|
|
33.46
|
|
|
Outstanding at December 31, 2014
|
|
120
|
|
|
$
|
25.33
|
|
(Shares in thousands)
|
|
Number of
SARs
|
|
Weighted-
average
Exercise
Price Per
Share
|
|
Aggregate
Intrinsic
Value
|
|
Weighted-
average
Remaining
Term (Years)
|
|||||
Outstanding at December 31, 2013
|
|
984
|
|
|
$
|
26.34
|
|
|
$
|
—
|
|
|
—
|
Granted
|
|
143
|
|
|
33.29
|
|
|
—
|
|
|
—
|
||
Exercised
|
|
(154
|
)
|
|
20.15
|
|
|
—
|
|
|
—
|
||
Cancelled
|
|
(5
|
)
|
|
33.30
|
|
|
—
|
|
|
—
|
||
Outstanding at December 31, 2014
|
|
968
|
|
|
28.32
|
|
|
7,633,000
|
|
|
4.4
|
||
Vested and expected to vest as of December 31, 2014
|
|
968
|
|
|
28.32
|
|
|
7,633,000
|
|
|
4.4
|
||
Exercisable at December 31, 2014
|
|
504
|
|
|
26.51
|
|
|
5,334,000
|
|
|
3.6
|
SARs Prices
|
|
Number
Outstanding
(Thousands)
|
|
Weighted-
average
Remaining
Life (Years)
|
|
Weighted-
average
Exercise
Price
|
|||
$15.01
|
162
|
|
|
3.7
|
|
$
|
15.01
|
|
|
$21.24-$24.03
|
140
|
|
|
4.4
|
|
21.40
|
|
||
$27.78-$29.45
|
337
|
|
|
4.5
|
|
28.90
|
|
||
$33.30-$34.70
|
146
|
|
|
6.3
|
|
33.32
|
|
||
$39.30-$44.72
|
183
|
|
|
3.1
|
|
40.41
|
|
||
|
|
968
|
|
|
4.4
|
|
$
|
28.32
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Risk-free interest rate
|
|
1.64
|
%
|
|
0.70
|
%
|
|
0.89
|
%
|
Dividend yield
|
|
1.0
|
%
|
|
1.1
|
%
|
|
—
|
%
|
Volatility
|
|
45.5
|
%
|
|
56.6
|
%
|
|
50.0
|
%
|
Expected lives (in years)
|
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
|
Gains and Losses
On Cash Flow Hedges
|
|
Pension and Post- Employment Benefits
|
|
Foreign Currency Translation
|
|
|
||||||||||||||||
(Thousands)
|
Foreign Currency
|
|
Precious Metals
|
|
Total
|
Total
|
|||||||||||||||||
Accumulated other comprehensive income as of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
$
|
1,399
|
|
|
$
|
51
|
|
|
$
|
1,450
|
|
|
$
|
(105,236
|
)
|
|
$
|
4,947
|
|
|
$
|
(98,839
|
)
|
Deferred tax expense (benefit)
|
(913
|
)
|
|
18
|
|
|
(895
|
)
|
|
(25,729
|
)
|
|
—
|
|
|
(26,624
|
)
|
||||||
Net
|
$
|
2,312
|
|
|
$
|
33
|
|
|
$
|
2,345
|
|
|
$
|
(79,507
|
)
|
|
$
|
4,947
|
|
|
$
|
(72,215
|
)
|
2012 activity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) before reclassifications
|
$
|
693
|
|
|
$
|
(552
|
)
|
|
$
|
141
|
|
|
$
|
(27,662
|
)
|
|
$
|
(870
|
)
|
|
$
|
(28,391
|
)
|
Amounts reclassified from accumulated other comprehensive income
|
(1,839
|
)
|
|
598
|
|
|
(1,241
|
)
|
|
5,357
|
|
|
—
|
|
|
4,116
|
|
||||||
Net current period other comprehensive income (loss) before tax
|
(1,146
|
)
|
|
46
|
|
|
(1,100
|
)
|
|
(22,305
|
)
|
|
(870
|
)
|
|
(24,275
|
)
|
||||||
Deferred taxes on current period activity
|
(401
|
)
|
|
16
|
|
|
(385
|
)
|
|
(7,676
|
)
|
|
—
|
|
|
(8,061
|
)
|
||||||
2012 other comprehensive income (loss) after tax
|
(745
|
)
|
|
30
|
|
|
(715
|
)
|
|
(14,629
|
)
|
|
(870
|
)
|
|
(16,214
|
)
|
||||||
Accumulated other comprehensive income as of December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
253
|
|
|
97
|
|
|
350
|
|
|
(127,541
|
)
|
|
4,077
|
|
|
(123,114
|
)
|
||||||
Deferred tax expense (benefit)
|
(1,314
|
)
|
|
34
|
|
|
(1,280
|
)
|
|
(33,405
|
)
|
|
—
|
|
|
(34,685
|
)
|
||||||
Net
|
$
|
1,567
|
|
|
$
|
63
|
|
|
$
|
1,630
|
|
|
$
|
(94,136
|
)
|
|
$
|
4,077
|
|
|
$
|
(88,429
|
)
|
2013 activity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) before reclassifications
|
$
|
618
|
|
|
$
|
4
|
|
|
$
|
622
|
|
|
$
|
42,553
|
|
|
$
|
(3,790
|
)
|
|
$
|
39,385
|
|
Amounts reclassified from accumulated other comprehensive income
|
(958
|
)
|
|
(120
|
)
|
|
(1,078
|
)
|
|
7,687
|
|
|
—
|
|
|
6,609
|
|
||||||
Net current period other comprehensive income (loss) before tax
|
(340
|
)
|
|
(116
|
)
|
|
(456
|
)
|
|
50,240
|
|
|
(3,790
|
)
|
|
45,994
|
|
||||||
Deferred taxes on current period activity
|
(119
|
)
|
|
(41
|
)
|
|
(160
|
)
|
|
17,613
|
|
|
—
|
|
|
17,453
|
|
||||||
2013 other comprehensive income (loss) after tax
|
(221
|
)
|
|
(75
|
)
|
|
(296
|
)
|
|
32,627
|
|
|
(3,790
|
)
|
|
28,541
|
|
||||||
Accumulated other comprehensive income as of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
(87
|
)
|
|
(19
|
)
|
|
(106
|
)
|
|
(77,301
|
)
|
|
287
|
|
|
(77,120
|
)
|
||||||
Deferred tax (benefit)
|
(1,433
|
)
|
|
(7
|
)
|
|
(1,440
|
)
|
|
(15,792
|
)
|
|
—
|
|
|
(17,232
|
)
|
||||||
Net
|
$
|
1,346
|
|
|
$
|
(12
|
)
|
|
$
|
1,334
|
|
|
$
|
(61,509
|
)
|
|
$
|
287
|
|
|
$
|
(59,888
|
)
|
2014 activity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) before reclassifications
|
$
|
3,456
|
|
|
$
|
19
|
|
|
$
|
3,475
|
|
|
$
|
(35,109
|
)
|
|
$
|
(4,440
|
)
|
|
$
|
(36,074
|
)
|
Amounts reclassified from accumulated other comprehensive income
|
87
|
|
|
—
|
|
|
87
|
|
|
3,330
|
|
|
—
|
|
|
3,417
|
|
||||||
Net current period other comprehensive income (loss) before tax
|
3,543
|
|
|
19
|
|
|
3,562
|
|
|
(31,779
|
)
|
|
(4,440
|
)
|
|
(32,657
|
)
|
||||||
Deferred taxes on current period activity
|
1,311
|
|
|
7
|
|
|
1,318
|
|
|
(11,626
|
)
|
|
—
|
|
|
(10,308
|
)
|
||||||
2014 other comprehensive income (loss) after tax
|
2,232
|
|
|
12
|
|
|
2,244
|
|
|
(20,153
|
)
|
|
(4,440
|
)
|
|
(22,349
|
)
|
||||||
Accumulated other comprehensive income as of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
3,456
|
|
|
—
|
|
|
3,456
|
|
|
(109,080
|
)
|
|
(4,153
|
)
|
|
(109,777
|
)
|
||||||
Deferred tax (benefit)
|
(122
|
)
|
|
—
|
|
|
(122
|
)
|
|
(27,418
|
)
|
|
—
|
|
|
(27,540
|
)
|
||||||
Net
|
$
|
3,578
|
|
|
$
|
—
|
|
|
$
|
3,578
|
|
|
$
|
(81,662
|
)
|
|
$
|
(4,153
|
)
|
|
$
|
(82,237
|
)
|
|
|
|
|
|
|
Other
|
|
|
||||||||||||||||
(Thousands)
|
|
Performance
Alloys and
Composites
|
|
Advanced Materials
|
|
Other
(1)
|
|
Corporate
(2)
|
|
Subtotal
|
|
Total
|
||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
433,288
|
|
|
$
|
547,282
|
|
|
$
|
147,659
|
|
|
$
|
(1,339
|
)
|
|
$
|
146,320
|
|
|
$
|
1,126,890
|
|
Intersegment sales
(3)
|
|
743
|
|
|
54,404
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,147
|
|
||||||
Value-added sales
|
|
358,511
|
|
|
181,040
|
|
|
102,378
|
|
|
(4,856
|
)
|
|
97,522
|
|
|
637,073
|
|
||||||
Operating profit (loss)
|
|
33,290
|
|
|
32,692
|
|
|
9,272
|
|
|
(18,297
|
)
|
|
(9,025
|
)
|
|
56,957
|
|
||||||
Depreciation, depletion, and amortization
|
|
24,712
|
|
|
6,890
|
|
|
10,175
|
|
|
944
|
|
|
11,119
|
|
|
42,721
|
|
||||||
Expenditures for long-lived assets
|
|
16,998
|
|
|
6,412
|
|
|
5,869
|
|
|
1,280
|
|
|
7,149
|
|
|
30,559
|
|
||||||
Assets
|
|
433,997
|
|
|
148,303
|
|
|
122,337
|
|
|
57,432
|
|
|
179,769
|
|
|
762,069
|
|
||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
422,936
|
|
|
$
|
591,972
|
|
|
$
|
152,269
|
|
|
$
|
(295
|
)
|
|
$
|
151,974
|
|
|
$
|
1,166,882
|
|
Intersegment sales
(3)
|
|
447
|
|
|
56,048
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
56,500
|
|
||||||
Value-added sales
|
|
339,903
|
|
|
168,600
|
|
|
104,232
|
|
|
(3,644
|
)
|
|
100,588
|
|
|
609,091
|
|
||||||
Operating profit (loss)
|
|
30,737
|
|
|
8,427
|
|
|
4,262
|
|
|
(16,595
|
)
|
|
(12,333
|
)
|
|
26,831
|
|
||||||
Depreciation, depletion, and amortization
|
|
23,033
|
|
|
9,037
|
|
|
8,446
|
|
|
1,133
|
|
|
9,579
|
|
|
41,649
|
|
||||||
Expenditures for long-lived assets
|
|
18,354
|
|
|
4,201
|
|
|
6,763
|
|
|
3,306
|
|
|
10,069
|
|
|
32,624
|
|
||||||
Assets
|
|
428,706
|
|
|
184,027
|
|
|
122,964
|
|
|
42,248
|
|
|
165,212
|
|
|
777,945
|
|
||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
424,480
|
|
|
$
|
694,793
|
|
|
$
|
153,038
|
|
|
$
|
767
|
|
|
$
|
153,805
|
|
|
$
|
1,273,078
|
|
Intersegment sales
(3)
|
|
1,268
|
|
|
53,169
|
|
|
99
|
|
|
—
|
|
|
99
|
|
|
54,536
|
|
||||||
Value-added sales
|
|
336,977
|
|
|
172,124
|
|
|
106,383
|
|
|
79
|
|
|
106,462
|
|
|
615,563
|
|
||||||
Operating profit (loss)
|
|
29,319
|
|
|
21,760
|
|
|
1,727
|
|
|
(16,030
|
)
|
|
(14,303
|
)
|
|
36,776
|
|
||||||
Depreciation, depletion, and amortization
|
|
19,486
|
|
|
8,078
|
|
|
8,204
|
|
|
1,278
|
|
|
9,482
|
|
|
37,046
|
|
||||||
Expenditures for long-lived assets
|
|
31,473
|
|
|
5,646
|
|
|
6,227
|
|
|
1,315
|
|
|
7,542
|
|
|
44,661
|
|
||||||
Assets
|
|
427,745
|
|
|
222,828
|
|
|
119,475
|
|
|
44,869
|
|
|
164,344
|
|
|
814,917
|
|
(1)
|
Other represents the Precision Coatings group, which is a business included in the Other reportable segment.
|
(2)
|
Costs associated with our unallocated corporate functions have been shown separately to better illustrate the financial information for the businesses within the Other reportable segment.
|
(3)
|
Intersegment sales are eliminated in consolidation.
|
(Thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales from U.S. operations
|
|
$
|
884,175
|
|
|
$
|
962,288
|
|
|
$
|
1,064,779
|
|
Net sales based upon location of customers
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
731,203
|
|
|
$
|
810,642
|
|
|
$
|
881,968
|
|
All other
|
|
395,687
|
|
|
356,240
|
|
|
391,110
|
|
|||
Total
|
|
$
|
1,126,890
|
|
|
$
|
1,166,882
|
|
|
$
|
1,273,078
|
|
Long-lived assets by country deployed
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
322,090
|
|
|
$
|
340,922
|
|
|
$
|
354,122
|
|
All other
|
|
30,782
|
|
|
31,944
|
|
|
36,042
|
|
|||
Total
|
|
$
|
352,872
|
|
|
$
|
372,866
|
|
|
$
|
390,164
|
|
|
|
Income (Expense)
|
||||||||||
(Thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Foreign currency exchange/translation gain (loss)
|
|
$
|
1,676
|
|
|
$
|
1,506
|
|
|
$
|
1,477
|
|
Amortization of intangible assets
|
|
(5,169
|
)
|
|
(5,529
|
)
|
|
(6,008
|
)
|
|||
Metal consignment fees
|
|
(7,332
|
)
|
|
(7,218
|
)
|
|
(9,011
|
)
|
|||
Net gain (loss) on disposal of fixed assets
|
|
2,435
|
|
|
(1,459
|
)
|
|
(1,836
|
)
|
|||
Recovery from insurance
|
|
6,750
|
|
|
—
|
|
|
—
|
|
|||
Legal settlement
|
|
4,000
|
|
|
—
|
|
|
—
|
|
|||
Consignment facility renegotiation bank fee
|
|
—
|
|
|
(853
|
)
|
|
—
|
|
|||
Other items
|
|
(1,338
|
)
|
|
(909
|
)
|
|
(231
|
)
|
|||
Total
|
|
$
|
1,022
|
|
|
$
|
(14,462
|
)
|
|
$
|
(15,609
|
)
|
(Thousands)
|
|
2014
|
|
2013
|
||||
Cost of sales
|
|
$
|
433
|
|
|
$
|
1,812
|
|
Selling, general, and administrative expense
|
|
104
|
|
|
2,805
|
|
||
Other-net
|
|
170
|
|
|
1,373
|
|
||
Total
|
|
$
|
707
|
|
|
$
|
5,990
|
|
(Thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest incurred
|
|
$
|
3,012
|
|
|
$
|
3,286
|
|
|
$
|
3,334
|
|
Less capitalized interest
|
|
225
|
|
|
250
|
|
|
200
|
|
|||
Total net expense
|
|
$
|
2,787
|
|
|
$
|
3,036
|
|
|
$
|
3,134
|
|
Interest paid
|
|
$
|
2,215
|
|
|
$
|
2,671
|
|
|
$
|
2,639
|
|
Amortization of capitalized interest included in cost of sales
|
|
$
|
261
|
|
|
$
|
265
|
|
|
$
|
336
|
|
(Thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income before income taxes:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
39,789
|
|
|
$
|
16,528
|
|
|
$
|
23,379
|
|
Foreign
|
|
14,381
|
|
|
7,267
|
|
|
10,263
|
|
|||
Total income before income taxes
|
|
$
|
54,170
|
|
|
$
|
23,795
|
|
|
$
|
33,642
|
|
Income taxes:
|
|
|
|
|
|
|
||||||
Current income taxes:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
14,487
|
|
|
$
|
4,325
|
|
|
$
|
7,825
|
|
Foreign
|
|
3,457
|
|
|
2,205
|
|
|
3,615
|
|
|||
Total current
|
|
$
|
17,944
|
|
|
$
|
6,530
|
|
|
$
|
11,440
|
|
Deferred income taxes (benefit):
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
(4,604
|
)
|
|
$
|
(2,958
|
)
|
|
$
|
(3,084
|
)
|
Foreign
|
|
(553
|
)
|
|
319
|
|
|
(44
|
)
|
|||
Valuation allowance
|
|
(338
|
)
|
|
197
|
|
|
666
|
|
|||
Total deferred
|
|
$
|
(5,495
|
)
|
|
$
|
(2,442
|
)
|
|
$
|
(2,462
|
)
|
Total income taxes
|
|
$
|
12,449
|
|
|
$
|
4,088
|
|
|
$
|
8,978
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal tax effect
|
|
0.8
|
|
|
(0.8
|
)
|
|
(0.3
|
)
|
Effect of excess of percentage depletion over cost depletion
|
|
(5.1
|
)
|
|
(11.8
|
)
|
|
(7.3
|
)
|
Manufacturing production deduction
|
|
(2.5
|
)
|
|
(2.4
|
)
|
|
(2.2
|
)
|
Officers’ compensation
|
|
0.2
|
|
|
0.4
|
|
|
1.1
|
|
Adjustment to unrecognized tax benefits
|
|
0.3
|
|
|
0.3
|
|
|
(0.6
|
)
|
Foreign rate differential
|
|
(3.2
|
)
|
|
(3.1
|
)
|
|
(3.1
|
)
|
Research and experimentation tax credit
|
|
(1.3
|
)
|
|
(7.4
|
)
|
|
—
|
|
Retiree medical expense
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
Valuation allowance
|
|
(0.6
|
)
|
|
2.2
|
|
|
4.0
|
|
Other items
|
|
(0.6
|
)
|
|
4.8
|
|
|
2.1
|
|
Effective tax rate
|
|
23.0
|
%
|
|
17.2
|
%
|
|
26.7
|
%
|
|
|
December 31,
|
||||||
(Thousands)
|
|
2014
|
|
2013
|
||||
Asset (liability)
|
|
|
|
|
||||
Post-employment benefits other than pensions
|
|
$
|
5,543
|
|
|
$
|
10,989
|
|
Other reserves
|
|
17,764
|
|
|
13,744
|
|
||
Environmental reserves
|
|
1,808
|
|
|
1,789
|
|
||
Inventory
|
|
4,808
|
|
|
3,934
|
|
||
Pensions
|
|
24,158
|
|
|
9,867
|
|
||
Net operating loss and credit carryforwards
|
|
5,714
|
|
|
5,588
|
|
||
Miscellaneous
|
|
345
|
|
|
303
|
|
||
Subtotal
|
|
60,140
|
|
|
46,214
|
|
||
Valuation allowance
|
|
(4,444
|
)
|
|
(4,782
|
)
|
||
Total deferred tax assets
|
|
55,696
|
|
|
41,432
|
|
||
Depreciation
|
|
(16,226
|
)
|
|
(18,669
|
)
|
||
Amortization
|
|
(7,001
|
)
|
|
(7,371
|
)
|
||
Capitalized interest expense
|
|
(141
|
)
|
|
(184
|
)
|
||
Mine development
|
|
(571
|
)
|
|
(2,309
|
)
|
||
Derivative instruments and hedging activities
|
|
(1,250
|
)
|
|
(130
|
)
|
||
Total deferred tax liabilities
|
|
(25,189
|
)
|
|
(28,663
|
)
|
||
Net deferred tax asset
|
|
$
|
30,507
|
|
|
$
|
12,769
|
|
(Thousands)
|
|
2014
|
|
2013
|
||||
Balance as of January 1
|
|
$
|
1,679
|
|
|
$
|
1,767
|
|
Additions to tax provisions related to the current year
|
|
12
|
|
|
—
|
|
||
Additions to tax positions related to prior years
|
|
483
|
|
|
484
|
|
||
Reduction to tax positions related to prior years
|
|
—
|
|
|
(17
|
)
|
||
Lapses on statutes of limitations
|
|
(384
|
)
|
|
(555
|
)
|
||
Balance as of December 31
|
|
$
|
1,790
|
|
|
$
|
1,679
|
|
(Thousands except per share amounts)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator for basic and diluted EPS:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
41,721
|
|
|
$
|
19,707
|
|
|
$
|
24,664
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Denominator for basic EPS:
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
|
20,461
|
|
|
20,571
|
|
|
20,418
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options and stock appreciation rights
|
|
185
|
|
|
188
|
|
|
163
|
|
|||
Restricted stock
|
|
95
|
|
|
101
|
|
|
94
|
|
|||
Performance-based restricted shares
|
|
69
|
|
|
35
|
|
|
4
|
|
|||
Diluted potential common shares
|
|
349
|
|
|
324
|
|
|
261
|
|
|||
Denominator for diluted EPS:
|
|
|
|
|
|
|
||||||
Adjusted weighted-average shares outstanding
|
|
20,810
|
|
|
20,895
|
|
|
20,679
|
|
|||
Basic EPS
|
|
$
|
2.04
|
|
|
$
|
0.96
|
|
|
$
|
1.21
|
|
Diluted EPS
|
|
$
|
2.00
|
|
|
$
|
0.94
|
|
|
$
|
1.19
|
|
|
|
2014
|
||||||||||||||||||
(Thousands except per share amounts)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
Net sales
|
|
$
|
258,929
|
|
|
$
|
287,965
|
|
|
$
|
291,570
|
|
|
$
|
288,426
|
|
|
$
|
1,126,890
|
|
Gross margin
|
|
45,462
|
|
|
49,801
|
|
|
54,843
|
|
|
55,797
|
|
|
205,903
|
|
|||||
Percent of net sales
|
|
17.6
|
%
|
|
17.3
|
%
|
|
18.8
|
%
|
|
19.3
|
%
|
|
18.3
|
%
|
|||||
Net income
|
|
$
|
7,331
|
|
|
$
|
9,974
|
|
|
$
|
12,440
|
|
|
$
|
11,976
|
|
|
$
|
41,721
|
|
Net income per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.36
|
|
|
$
|
0.48
|
|
|
$
|
0.61
|
|
|
$
|
0.59
|
|
|
$
|
2.04
|
|
Diluted
|
|
0.35
|
|
|
0.47
|
|
|
0.60
|
|
|
0.58
|
|
|
2.00
|
|
|||||
Cash dividends per share of common stock
|
|
0.08
|
|
|
0.085
|
|
|
0.085
|
|
|
0.085
|
|
|
0.335
|
|
|||||
Stock price range:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
$
|
35.19
|
|
|
$
|
37.96
|
|
|
$
|
39.38
|
|
|
$
|
40.60
|
|
|
|
||
Low
|
|
25.21
|
|
|
31.69
|
|
|
30.88
|
|
|
26.64
|
|
|
|
||||||
|
|
2013
|
||||||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
Net sales
|
|
$
|
299,169
|
|
|
$
|
306,141
|
|
|
$
|
275,434
|
|
|
$
|
286,138
|
|
|
$
|
1,166,882
|
|
Gross margin
|
|
48,339
|
|
|
45,992
|
|
|
44,483
|
|
|
49,164
|
|
|
187,978
|
|
|||||
Percent of net sales
|
|
16.2
|
%
|
|
15.0
|
%
|
|
16.2
|
%
|
|
17.2
|
%
|
|
16.1
|
%
|
|||||
Net income
|
|
$
|
6,785
|
|
|
$
|
4,155
|
|
|
$
|
4,992
|
|
|
$
|
3,775
|
|
|
$
|
19,707
|
|
Net income per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.33
|
|
|
$
|
0.20
|
|
|
$
|
0.24
|
|
|
$
|
0.18
|
|
|
$
|
0.96
|
|
Diluted
|
|
0.33
|
|
|
0.20
|
|
|
0.24
|
|
|
0.18
|
|
|
0.94
|
|
|||||
Cash dividends per share of common stock
|
|
0.075
|
|
|
0.080
|
|
|
0.080
|
|
|
0.080
|
|
|
0.315
|
|
|||||
Stock price range:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
$
|
29.81
|
|
|
$
|
31.49
|
|
|
$
|
33.69
|
|
|
$
|
32.73
|
|
|
|
||
Low
|
|
26.20
|
|
|
24.58
|
|
|
27.09
|
|
|
25.75
|
|
|
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
|
|
Weighted-average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining available for Future Issuance Under Equity Compensation Plan (Excluding Securities Reflected in Column a) (2)
|
|||
Equity compensation plans approved by security holders
|
|
968,210
|
|
|
$28.32
|
|
1,009,986
|
|
|
Equity compensation plans not approve be security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
968,210
|
|
|
$28.32
|
|
1,009,986
|
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
1. Financial Statements and Supplemental Information
|
(a)
|
2. Financial Statement Schedules
|
(a)
|
3. Exhibits
|
|
|
|
(3a)
|
|
Amended and Restated Articles of Incorporation of Materion Corporation (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended on June 27, 2014), incorporated herein by reference.
|
|
|
|
(3b)
|
|
Amended and Restated Code of Regulations (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 27, 2014), incorporated herein by reference.
|
|
|
|
(4a)
|
|
Indenture Modification between Toledo-Lucas County Port Authority, dated as of May 30, 2003 (filed as Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 27, 2003), incorporated herein by reference.
|
|
|
|
(4b)
|
|
Pursuant to Regulation S-K, Item 601(b)(4), the Company agrees to furnish to the Securities and Exchange Commission, upon its request, a copy of the instruments defining the rights of holders of long-term debt of the Company that are not being filed with this report.
|
|
|
|
(4c)
|
|
Second Amended and Restated Credit Agreement dated June 20, 2013, among Materion Corporation, Materion Advanced Materials Technologies and Services Netherlands B.V., JPMorgan Chase Bank, N.A. and other lenders from time to time party thereto (filed as Exhibit 10.1 to the Company's Form 8-K filed on June 25, 2013), incorporated herein by reference.
|
|
|
|
(4d)
|
|
Third Amended and Restated Precious Metals Agreement dated October 1, 2010, between Brush Engineered Materials Inc. and other borrowers and The Bank of Nova Scotia (filed as Exhibit 4.2 to the Company’s Form 8-K filed on October 4, 2010), incorporated herein by reference.
|
|
|
|
(4e)
|
|
Amendment No. 1 to the Third Amended and Restated Precious Metals Agreement dated March 31, 2011, among Materion Corporation and other borrowers and The Bank of Nova Scotia (filed as Exhibit 10.1 to the Company’s Form 8-K filed on April 6, 2011), incorporated herein by reference.
|
|
|
|
(4f)
|
|
Amendment No. 2 to the Third Amended and Restated Precious Metals Agreement dated August 18, 2011, among Materion Corporation and other borrowers and The Bank of Nova Scotia (filed as Exhibit 10.1 to the Company’s Form 8-K filed on August 22, 2011), incorporated herein by reference.
|
|
|
|
(4g)
|
|
Amendment No. 3 to the Third Amended and Restated Precious Metals Agreement dated October 17, 2011, among Materion Corporation and other borrowers and The Bank of Nova Scotia (filed as Exhibit 10.1 to the Company’s Form 8-K filed on October 18, 2011), incorporated herein by reference.
|
|
|
|
(4h)
|
|
Amendment No. 4 to the Third Amended and Restated Precious Metals Agreement dated September 13, 2013, among Materion Corporation and other borrowers and The Bank of Nova Scotia (filed as Exhibit 10.1 to the Company's Form 8-K filed on September 18, 2013), incorporated herein by reference.
|
(4i)#
|
|
Amendment No. 5 to the Third Amended and Restated Precious Metals Agreement dated January 13, 2015, among Materion Corporation and other borrowers and The Bank of Nova Scotia.
|
|
|
|
(10a)
|
|
Form of Indemnification Agreement entered into by the Company and its executive officers (filed as Exhibit 10a to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008), incorporated herein by reference.
|
(10b)
|
|
Form of Indemnification Agreement entered into by the Company and its directors (filed as Exhibit 10b to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008), incorporated herein by reference.
|
|
|
|
(10c)*
|
|
Amended and Restated Form of Severance Agreement for Executive Officers (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 27, 2008), incorporated herein by reference.
|
|
|
|
(10d)*
|
|
Amendment No. 1 to Amended and Restated Severance Agreement, dated May 4, 2011 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended July 1, 2011), incorporated herein by reference.
|
|
|
|
(10e)*
|
|
Amended and Restated Form of Severance Agreement for Key Employees (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 27, 2008), incorporated herein by reference.
|
|
|
|
(10f)*
|
|
Form of Executive Insurance Agreement entered into by the Company and certain employees dated January 2, 2002 (filed as Exhibit 10g to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994), incorporated herein by reference.
|
|
|
|
(10g)*
|
|
Form of Trust Agreement between the Company and Key Trust Company of Ohio, N.A. (formerly Ameritrust Company National Association) on behalf of the Company’s executive officers (filed as Exhibit 10e to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994), incorporated herein by reference.
|
|
|
|
(10h)*
|
|
Materion Corporation Management Incentive Plan (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed by the Company on May 29, 2013), incorporated herein by reference.
|
|
|
|
(10i)*#
|
|
2015 Management Incentive Plan.
|
|
|
|
(10j)*
|
|
1995 Stock Incentive Plan (as Amended March 3, 1998) (filed as Appendix A to the Company’s Proxy Statement dated March 16, 1998), incorporated herein by reference.
|
|
|
|
(10k)*
|
|
Amendment No. 1, effective May 16, 2000, to the 1995 Stock Incentive Plan (filed as Exhibit 4b to Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-63357), incorporated herein by reference.
|
|
|
|
(10l)*
|
|
Amendment No. 2, effective February 1, 2005, to the 1995 Stock Incentive Plan (filed as Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on February 7, 2005) incorporated herein by reference.
|
|
|
|
(10m)*
|
|
Amended and Restated 2006 Stock Incentive Plan (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 27, 2008), incorporated herein by reference.
|
|
|
|
(10n)*
|
|
Amended and Restated Materion Corporation 2006 Stock Incentive Plan (as Amended and Restated as of May 4, 2011) (filed as Exhibit 10.1 to the Registrant’s Form 8-K filed on May 5, 2011), incorporated herein by reference.
|
|
|
|
(10o)*
|
|
Amended and Restated Materion Corporation 2006 Stock Incentive Plan (as Amended and Restated as of May 7, 2014) (filed as Exhibit 4.4 to the Registration Statement on Form S-8 (Registration No. 333-195762), incorporated herein by reference.
|
|
|
|
(10p)*
|
|
Form of 2011 Restricted Stock Units Agreement (Stock-settled) (filed as Exhibit 10.1 to the Company’s Form 8-K filed on March 3, 2011), incorporated herein by reference.
|
|
|
|
(10q)*
|
|
Form of 2011 Restricted Stock Units Agreement (Cash-settled) (filed as Exhibit 10.2 to the Company’s Form 8-K filed on March 3, 2011), incorporated herein by reference.
|
(10r)*
|
|
Form of 2012 Restricted Stock Units Agreement (Cash-Settled) (filed as Exhibit 10aa to the Company's Annual Report on Form 10-K for the year ended December 31, 2012), incorporated herein by reference.
|
|
|
|
(10s)*
|
|
Form of 2012 Restricted Stock Units Agreement (Stock-Settled) (filed as Exhibit 10ab to the Company's Annual Report on Form 10-K for the year ended December 31, 2012), incorporated herein by reference.
|
|
|
|
(10t)*
|
|
Form of 2012 Performance-Based Restricted Stock Units and Performance Shares Agreement (Cash-settled) (filed as Exhibit 10ad to the Company's Annual Report on Form 10-K for the year ended December 31, 2012), incorporated herein by reference.
|
|
|
|
(10u)*
|
|
Form of 2012 Performance-Based Restricted Stock Units and Performance Shares Agreement (Stock-settled) (filed as Exhibit 10ae to the Company's Annual Report on Form 10-K for the year ended December 31, 2012), incorporated herein by reference.
|
|
|
|
(10v)*
|
|
Form of 2012 Restricted Stock Units Agreement (Cash-Settled) (filed as Exhibit 10aa to the Company's Annual Report on Form 10-K for the year ended December 31, 2012), incorporated herein by reference.
|
(10w)*
|
|
Form of 2014 Performance-Based Restricted Stock Units (Cash-settled) (filed as Exhibit 10y to the Company's Annual Report on Form 10-K for the year ended December 31, 2013), incorporated herein by reference.
|
|
|
|
(10x)*
|
|
Form of 2014 Performance-Based Restricted Stock Units (Stock-settled) (filed as Exhibit 10z to the Company's Annual Report on Form 10-K for the year ended December 31, 2013), incorporated herein by reference.
|
|
|
|
(10y)*
|
|
Form of 2006 Stock Appreciation Rights Agreement (filed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on May 8, 2006), incorporated herein by reference.
|
|
|
|
(10z)*
|
|
Form of 2007 Stock Appreciation Rights Agreement (filed as Exhibit 10.5 to Amendment No. 1 to the Current Report on Form 8-K filed by the Company on February 16, 2007), incorporated herein by reference.
|
|
|
|
(10aa)*
|
|
Form of 2008 Stock Appreciation Rights Agreement (filed as Exhibit 10an to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007), incorporated herein by reference.
|
|
|
|
(10ab)*
|
|
Form of 2009 Stock Appreciation Rights Agreement (filed as Exhibit 10ag to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008), incorporated herein by reference.
|
|
|
|
(10ac)*
|
|
Form of 2010 Stock Appreciation Rights Agreement (filed as Exhibit 10ah to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009), incorporated herein by reference.
|
|
|
|
(10ad)*
|
|
Form of 2011 Stock Appreciation Rights Agreement (filed as Exhibit 10.3 to the Company’s Form 8-K filed on March 3, 2011), incorporated herein by reference.
|
|
|
|
(10ae)*
|
|
Materion Corporation Supplemental Retirement Benefit Plan (filed as Exhibit 10.1 to the Company’s Form 8-K filed on September 19, 2011), incorporated herein by reference.
|
|
|
|
(10af)*
|
|
Amendment No. 1 to the Supplemental Retirement Benefit Plan (filed as Exhibit 10al to the Company's Annual Report on Form 10-K for the year ended December 31, 2012), incorporated herein by reference.
|
|
|
|
(10ag)*
|
|
Amendment No. 2 to the Supplemental Retirement Benefit Plan (filed as Exhibit 10ah to the Company's Annual Report on Form 10-K for the year ended December 31, 2013), incorporated herein by reference.
|
|
|
|
(10ah)*
|
|
Key Employee Share Option Plan (filed as Exhibit 4.1 to the Registration Statement on Form S-8, Registration No. 333-52141, filed by Brush Wellman Inc. on May 5, 1998), incorporated herein by reference.
|
|
|
|
(10ai)*
|
|
Amendment No. 1 to the Key Employee Share Option Plan (effective May 16, 2005) (filed as Exhibit 4b to Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-52141), incorporated herein by reference.
|
|
|
|
(10aj)*
|
|
Amendment No. 2 to the Key Employee Share Option Plan dated June 10, 2005 (filed as Exhibit 10aw to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006), incorporated herein by reference.
|
|
|
|
(10ak)*
|
|
Amendment No. 3 to the Key Employee Share Option Plan dated July 12, 2011 (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended July 1, 2011), incorporated herein by reference.
|
|
|
|
(10al)*
|
|
1997 Stock Incentive Plan for Non-employee Directors (As Amended and Restated as of May 1, 2001) (filed as Appendix B to the Company’s Proxy Statement dated March 19, 2001), incorporated herein by reference.
|
|
|
|
(10am)*
|
|
Amendment No. 1 to the 1997 Stock Incentive Plan for Non-employee Directors (filed as Exhibit 10gg to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003), incorporated herein by reference.
|
|
|
|
(10an)*
|
|
1992 Deferred Compensation Plan for Non-employee Directors (As Amended and Restated as of December 2, 1997) (filed as Exhibit 4d to the Registration Statement on Form S-8, Registration No. 333-63355, filed by Brush Wellman Inc.), incorporated herein by reference.
|
|
|
|
(10ao)*
|
|
2000 Reorganization Amendment, dated May 16, 2000, to the 1997 Deferred Compensation Plan for Non-employee Directors (filed as Exhibit 4b to Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-63353), incorporated herein by reference.
|
|
|
|
(10ap)*
|
|
Amendment No. 1 (effective September 11, 2001) to the 1992 Deferred Compensation Plan for Non-employee Directors (filed as Exhibit 4c to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-74296), incorporated herein by reference.
|
|
|
|
(10aq)*
|
|
1992 Deferred Compensation Plan for Non-employee Directors (As Amended and Restated as of December 2, 1997) (filed as Exhibit 4d to the Registration Statement on Form S-8, Registration No. 333-63355, filed by Brush Wellman Inc.), incorporated herein by reference.
|
(10ar)*
|
|
Amendment No. 2 (effective September 13, 2004) to the 1992 Deferred Compensation Plan for Non-employee Directors (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended October 1, 2004), incorporated herein by reference.
|
|
|
|
(10as)*
|
|
Amendment No. 3 (effective January 1, 2005) to the 1992 Deferred Compensation Plan for Non-employee Directors (filed as Exhibit 10rr to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004), incorporated herein by reference.
|
|
|
|
(10at)*
|
|
Amendment No. 4 (effective April 1, 2009) to the 1992 Deferred Compensation Plan for Non- employee Directors (filed as Exhibit 10bb to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008), incorporated herein by reference.
|
|
|
|
(10au)*
|
|
Amended and Restated 2005 Deferred Compensation Plan for Non-employee Directors (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 26, 2008), incorporated herein by reference.
|
|
|
|
(10av)*
|
|
Amended and Restated Materion Corporation 2006 Non-employee Director Equity Plan (as Amended and Restated as of May 4, 2011) (filed as Appendix B to the Registrant’s Proxy Statement filed on March 25, 2011), incorporated herein by reference.
|
|
|
|
(10aw)*
|
|
First Amendment to the 2006 Non-employee Director Equity Plan (as Amended and Restated as of May 4, 2011) (filed as Exhibit 10bb to the Company's Annual Report on Form 10-K for the year ended December 31, 2012), incorporated herein by reference.
|
|
|
|
(10ax)*
|
|
Amended and Restated Materion Corporation 2006 Non-employee Director Equity Plan (as Amended and Restated as of May 7, 2014) (filed as Exhibit 4.4 to the Registration Statement on Form S-8 (Registration No. 333-195761), incorporated herein by reference.
|
|
|
|
(10ay)*
|
|
Amended and Restated Executive Deferred Compensation Plan II (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 28, 2008), incorporated herein by reference.
|
|
|
|
(10az)*
|
|
Amendment No. 1 to the Amended and Restated Executive Deferred Compensation Plan II (filed as Exhibit 10bf to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008), incorporated herein by reference.
|
|
|
|
(10ba)*
|
|
Amendment No. 2 to the Amended and Restated Executive Deferred Compensation Plan II (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended July 3, 2009), incorporated herein by reference.
|
|
|
|
(10bb)*
|
|
Amendment No. 3 to the Amended and Restated Executive Deferred Compensation Plan II, dated July 6, 2011 (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended July 1, 2011), incorporated herein by reference.
|
|
|
|
(10bc)*
|
|
Trust Agreement between the Company and Fidelity Investments dated September 26, 2006 for certain deferred compensation plans for Non-employee Directors of the Company (filed as Exhibit 99.4 to the Current Report on Form 8-K filed by the Company on September 29, 2006), incorporated herein by reference.
|
|
|
|
(10bd)*
|
|
Trust Agreement between the Company and Fidelity Management Trust Company, dated June 25, 2009 relating to the Executive Deferred Compensation Plan II (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended July 3, 2009), incorporated herein by reference.
|
|
|
|
(10be)
|
|
Trust Agreement between the Company and Fifth Third Bank N.A. dated September 25, 2006 relating to the Key Employee Share Option Plan (filed as Exhibit 99.3 to the Current Report on Form 8-K filed by the Company on September 29, 2006), incorporated herein by reference.
|
(10bf)
|
|
Lease dated as of October 1, 1996, between Brush Wellman Inc. and Toledo-Lucas County Port Authority (filed as Exhibit 10v to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996), incorporated herein by reference.
|
|
|
|
(10bg)
|
|
Amended and Restated Inducement Agreement with the Prudential Insurance Company of America dated May 30, 2003 (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the period ended June 27, 2003), incorporated herein by reference.
|
|
|
|
(10bh)
|
|
Amended and Restated Supply Agreement between RWE Nukem, Inc. and Brush Wellman Inc. for the sale and purchase of beryllium products (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the period ended September 26, 2003), incorporated herein by reference.
|
|
|
|
(10bi)
|
|
Supply Agreement between the Defense Logistics Agency and Brush Wellman Inc. for the sale and purchase of beryllium products (filed as Exhibit 10tt to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004), incorporated herein by reference.
|
|
|
|
(10bj)
|
|
Asset Purchase Agreement by and between Williams Advanced Materials Inc. and Techni-Met, Inc. dated December 20, 2007 (filed as Exhibit 10bw to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007), incorporated herein by reference.
|
|
|
|
(10bk)
|
|
Consignment Agreement dated October 2, 2009 between Brush Engineered Materials Inc. and Canadian Imperial Bank of Commerce and CIBC World Markets Inc. (filed as Exhibit 10.1 to the Company’s Form 8-K on October 8, 2009), incorporated herein by reference.
|
|
|
|
(10bl)
|
|
Amendment No. 1 to the Consignment Agreement dated October 2, 2009 between Brush Engineered Materials Inc. and Canadian Imperial Bank of Commerce and CIBC World Markets Inc. (filed as Exhibit 99.1 to the Company’s Form 8-K on March 12, 2010), incorporated herein by reference.
|
|
|
|
(10bm)
|
|
Amendment No. 2 to the Consignment Agreement dated June 11, 2010 between Brush Engineered Materials Inc. and Canadian Imperial Bank of Commerce and CIBC World Markets Inc. (filed as Exhibit 99.1 to the Company’s Form 8-K filed on June 14, 2010), incorporated herein by reference.
|
|
|
|
(10bn)
|
|
Amendment No. 3 to the Consignment Agreement dated September 30, 2010 between Brush Engineered Materials Inc. and Canadian Imperial Bank of Commerce and CIBC World Markets Inc. (filed as Exhibit 10.1 to the Company’s Form 8-K on October 4, 2010), incorporated herein by reference.
|
|
|
|
(10bo)
|
|
Amendment No. 4 to the Consignment Agreement dated November 10, 2010 between Brush Engineered Materials Inc. and Canadian Imperial Bank of Commerce and CIBC World Markets Inc. (filed as Exhibit 99.1 to the Company’s Form 8-K on November 12, 2010), incorporated herein by reference.
|
|
|
|
(10bp)
|
|
Amendment No. 5 to the Consignment Agreement dated March 7, 2011 between Brush Engineered Materials Inc. and Canadian Imperial Bank of Commerce and CIBC World Markets Inc. (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2011), incorporated herein by reference.
|
|
|
|
(10bq)
|
|
Amendment No. 6 to the Consignment Agreement dated September 13, 2011 between Materion Corporation and Canadian Imperial Bank of Commerce and CIBC World Markets Inc. (filed as Exhibit 10.1 to the Company’s Form 8-K filed on September 16, 2011), incorporated herein by reference.
|
|
|
|
(10br)
|
|
Amendment No. 7 to the Consignment Agreement dated August 24, 2012 between Materion Corporation and Canadian Imperial Bank of Commerce and CIBC World Markets Inc. (filed as Exhibit 10.1 to the Company's Form 8-K filed on August 31, 2012), incorporated herein by reference.
|
|
|
|
(10bs)
|
|
Amendment No. 8 to the Consignment Agreement dated October 1, 2013 between Materion Corporation and Canadian Imperial Bank of Commerce and CIBC World Markets Inc. (filed as Exhibit 10.1 to the Company's Form 10-Q for the period ended September 26, 2014), incorporated herein by reference.
|
|
|
|
(10bt)
|
|
Amendment No. 9 to the Consignment Agreement dated July 23, 2014 between Materion Corporation and Canadian Imperial Bank of Commerce and CIBC World Markets Inc. (filed as Exhibit 10.2 to the Company's Form 10-Q for the period ended September 26, 2014), incorporated herein by reference.
|
|
|
|
(10bu)
|
|
Amendment No. 10 to the Consignment Agreement dated September 30, 2014 between Materion Corporation and Canadian Imperial Bank of Commerce and CIBC World Markets Inc. (filed as Exhibit 10.3 to the Company's Form 8-K for the period ended September 26, 2014), incorporated herein by reference.
|
|
|
|
(10bv)
|
|
Letter Agreement, dated March 18, 2014, by and between Materion Corporation and GAMCO Asset Management Inc. (filed as Exhibit 10.1 to the Company's Form 10-Q for the period ended March 28, 2014), incorporated herein by reference.
|
|
|
|
(21)#
|
|
Subsidiaries of the Registrant.
|
|
|
|
(23)#
|
|
Consent of Ernst & Young LLP.
|
|
|
|
(24)#
|
|
Power of Attorney.
|
|
|
|
(31.1)#
|
|
Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a).
|
|
|
|
(31.2)#
|
|
Certification of Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a).
|
|
|
|
(32)#
|
|
Certifications of Chief Executive Officer and Chief Financial Officer required by 18 U.S.C. Section 1350.
|
|
|
|
(95)#
|
|
Mine Safety Disclosure Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act for the Fiscal Year Ended December 31, 2013.
|
(101.INS)
|
|
XBRL Instance Document.
|
|
|
|
(101.SCH)
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
(101.CAL)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
(101.DEF)
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
(101.LAB)
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
(101.PRE)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Denotes a compensatory plan or arrangement.
|
#
|
Filed herewith.
|
MATERION CORPORATION
|
||||||
|
|
|
|
|||
By:
|
|
/s/ RICHARD J. HIPPLE
|
|
By:
|
|
/s/ JOSEPH P. KELLEY
|
|
|
Richard J. Hipple
|
|
|
|
Joseph P. Kelley
|
|
|
Chairman of the Board, President
and Chief Executive Officer
|
|
|
|
Vice President, Finance
and Chief Financial Officer
|
/s/ RICHARD J. HIPPLE
|
|
Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 27, 2015
|
Richard J. Hipple
|
|
|
||
|
|
|
|
|
/s/ JOSEPH P. KELLEY
|
|
Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 27, 2015
|
Joseph P. Kelley
|
|
|
||
|
|
|
|
|
/s/ EDWARD F. CRAWFORD*
|
|
Director
|
|
February 27, 2015
|
Edward F. Crawford*
|
|
|
|
|
|
|
|
|
|
/s/ JOSEPH P. KEITHLEY*
|
|
Director
|
|
February 27, 2015
|
Joseph P. Keithley*
|
|
|
|
|
|
|
|
|
|
/s/ VINOD M. KHILNANI*
|
|
Director
|
|
February 27, 2015
|
Vinod M. Khilnani*
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM B. LAWRENCE*
|
|
Director
|
|
February 27, 2015
|
William B. Lawrence*
|
|
|
|
|
|
|
|
|
|
/s/ N. MOHAN REDDY*
|
|
Director
|
|
February 27, 2015
|
N. Mohan Reddy*
|
|
|
|
|
|
|
|
|
|
/s/ CRAIG S. SHULAR*
|
|
Director
|
|
February 27, 2015
|
Craig S. Shular*
|
|
|
|
|
|
|
|
|
|
/s/ DARLENE J. S. SOLOMON*
|
|
Director
|
|
February 27, 2015
|
Darlene J. S. Solomon*
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT B. TOTH*
|
|
Director
|
|
February 27, 2015
|
Robert B. Toth*
|
|
|
|
|
|
|
|
|
|
/s/ GEOFFREY WILD*
|
|
Director
|
|
February 27, 2015
|
Geoffrey Wild*
|
|
|
|
*
|
The undersigned, by signing his/her name hereto, does sign and execute this report on behalf of each of the above-named officers and directors of Materion Corporation, pursuant to Powers of Attorney executed by each such officer and director filed with the Securities and Exchange Commission.
|
|
|
By:
|
|
/s/ JOSEPH P. KELLEY
|
|
|
|
|
Joseph P. Kelley
|
February 27, 2015
|
|
|
|
Attorney-in-Fact
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
(Thousands)
|
|
Balance at Beginning of Period
|
|
ADDITIONS
|
|
Deduction-
Describe
|
|
Balance at End
of Period
|
||||||||||||
|
Charged to Costs
and Expenses
|
|
Charged to Other
Accounts-Describe
|
|
||||||||||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts receivable
|
|
$
|
1,421
|
|
|
$
|
664
|
|
|
$
|
—
|
|
|
$
|
507
|
|
(A)
|
$
|
1,578
|
|
Inventory reserves and obsolescence
|
|
6,333
|
|
|
6,067
|
|
|
—
|
|
|
4,207
|
|
(B)
|
8,193
|
|
|||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts receivable
|
|
1,403
|
|
|
127
|
|
|
(12
|
)
|
|
97
|
|
(A)
|
1,421
|
|
|||||
Inventory reserves and obsolescence
|
|
5,872
|
|
|
5,250
|
|
|
—
|
|
|
4,789
|
|
(B)
|
6,333
|
|
|||||
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts receivable
|
|
1,490
|
|
|
560
|
|
|
(305
|
)
|
|
342
|
|
(A)
|
1,403
|
|
|||||
Inventory reserves and obsolescence
|
|
6,336
|
|
|
3,935
|
|
|
—
|
|
|
4,399
|
|
(B)
|
5,872
|
|
CUSTOMERS
:
|
|
MATERION CORPORATION
By: /s/ Michael C. Hasychak
Michael C. Hasychak
Vice President, Treasurer and Secretary
|
MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES INC.
By: /s/ Michael C. Hasychak
Michael C. Hasychak
Vice President, Treasurer and Secretary
|
MATERION TECHNICAL MATERIALS INC.
By: /s/ Michael C. Hasychak
Michael C. Hasychak
Vice President, Treasurer and Secretary
|
MATERION BRUSH INC.
By: /s/ Michael lC. Hasychak
Michael C. Hasychak
Vice President, Treasurer and Secretary
|
MATERION TECHNOLOGIES INC.
By: /s/ Michael C. Hasychak
Michael C. Hasychak
Chief Financial Officer and Secretary
|
MATERION BREWSTER LLC
By: /s/ Michael C. Hasychak
Michael C. Hasychak
Treasurer
|
MATERION PRECISION OPTICS AND THIN FILM COATINGS CORPORATION
By: /s/ Gary W. Schiavoni
Gary W. Schiavoni
Secretary
|
MATERION LARGE AREA COATINGS LLC
By:
/s/ Gary W. Schiavoni
Gary W. Schiavoni
Asst. Secretary and Asst. Treasurer
|
MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES CORP.
By: /s/ Gary W. Schiavoni
Gary W. Schiavoni
Asst. Secretary and Asst. Treasurer
|
MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES LLC
By: /s/ Donald G. Klimkowicz
Donald G. Klimkowicz
Manager
|
METAL LENDER
:
|
|
THE BANK OF NOVA SCOTIA
By: /s/ Bimal Das
Name: Bimal Das
Title: Managing Director
|
By: /s/ Christina Ongoma
Name: Christina Ongoma
Title: Director
|
IV.
|
PLAN AWARD OPPORTUNITY FOR FINANCIAL PERFORMANCE COMPONENT
|
(1)
|
Registration Statement Number 333-88994 on Form S-8 dated May 24, 2002;
|
(2)
|
Post-Effective Amendment Number 1 to Registration Statement Number 333-52141 on Form S-8 dated May 17, 2000;
|
(3)
|
Registration Statement Number 333-63357 on Form S-8 dated September 14, 1998;
|
(4)
|
Registration Statement Number 333-52141 on Form S-8 dated May 5, 1998;
|
(5)
|
Post-Effective Amendment Number 3 to Registration Statement Number 2-64080 on Form S-8 dated April 22, 1983;
|
(6)
|
Registration Statement Number 333-114147 on Form S-3 dated July 1, 2004;
|
(7)
|
Registration Statement Number 333-127130 on Form S-8 dated August 3, 2005;
|
(8)
|
Registration Statement Number 333-133428 on Form S-8 dated April 20, 2006;
|
(9)
|
Registration Statement Number 333-133429 on Form S-8 dated April 20, 2006;
|
(10)
|
Registration Statement Number 333-145149 on Form S-8 dated August 6, 2007;
|
(11)
|
Registration Statement Number 333-173915 on Form S-8 dated May 4, 2011;
|
(12)
|
Registration Statement Number 333-173916 on Form S-8 dated May 4, 2011;
|
(13)
|
Registration Statement Number 333-173917 on Form S-8 dated May 4, 2011;
|
(14)
|
Registration Statement Number 333-184723
on Form S-3 dated November 2, 2012;
|
(15)
|
Registration Statement Number 333-195761 on Form S-8 dated May 7, 2014; and
|
(16)
|
Registration Statement Number 333-195762 on Form S-8 dated May 7, 2014.
|
/s/ RICHARD J. HIPPLE
|
|
|
Richard J. Hipple, Chairman of the Board, President,
|
|
|
Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ JOSEPH P. KELLEY
|
|
|
Joseph P. Kelley, Vice President, Finance
|
|
|
and Chief Financial Officer
|
|
/s/ N. MOHAN REDDY
|
(Principal Financial and Accounting Officer)
|
|
N. Mohan Reddy, Director
|
|
|
|
/s/ EDWARD F. CRAWFORD
|
|
/s/ CRAIG S. SHULAR
|
Edward F. Crawford, Director
|
|
Craig S. Shular, Director
|
|
|
|
/s/ JOSEPH P. KEITHLEY
|
|
/s/ DARLENE J. S. SOLOMON
|
Joseph P. Keithley, Director
|
|
Darlene J. S. Solomon, Director
|
|
|
|
/s/ VINOD M. KHILNANI
|
|
/s/ ROBERT B. TOTH
|
Vinod M. Khilnani, Director
|
|
Robert B. Toth, Director
|
|
|
|
/s/ WILLIAM B. LAWRENCE
|
|
/s/ GEOFFREY WILD
|
William B. Lawrence, Director
|
|
Geoffrey Wild, Director
|
1)
|
I have reviewed this annual report on Form 10-K of Materion Corporation (the “registrant”);
|
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 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
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d)
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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
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5)
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The registrant’s other certifying officer 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):
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a)
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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
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b)
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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.
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/s/ Richard J. Hipple
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Dated: February 27, 2015
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Richard J. Hipple
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Chairman, President and
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Chief Executive Officer
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1)
|
I have reviewed this annual report on Form 10-K of Materion Corporation (the “registrant”);
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2)
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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;
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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;
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4)
|
The registrant’s other certifying officer 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:
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a)
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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;
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b)
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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;
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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
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|
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
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5)
|
The registrant’s other certifying officer 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.
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|
|
Dated: February 27, 2015
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|
/s/ Joseph P. Kelley
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|
Joseph P. Kelley
|
|
|
Vice President, Finance and
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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/s/ Richard J. Hipple
|
Richard J. Hipple
|
Chairman of the Board, President and
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Chief Executive Officer
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|
/s/ Joseph P. Kelley
|
Joseph P. Kelley
|
Vice President, Finance and
|
Chief Financial Officer
|
(A)
|
Total number of alleged violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 of the Mine Act for which Materion Natural Resources Inc. received a citation from MSHA
|
0
|
|
|
(B)
|
Total number of orders issued under Section 104(b) of the Mine Act
|
0
|
|
|
(C)
|
Total number of citations and orders for alleged unwarrantable failure by Materion Natural Resources Inc. to comply with mandatory health or safety standards under Section 104(d) of the Mine Act
|
0
|
|
|
(D)
|
Total number of alleged flagrant violations under Section 110(b)(2) of the Mine Act
|
0
|
|
|
(E)
|
Total number of imminent danger orders issued under Section 107(a) of the Mine Act
|
0
|
|
|
(F)
|
Total dollar value of proposed assessments from MSHA under the Mine Act
|
|
$400
|
|
(G)
|
Total number of mining-related fatalities
|
0
|
|
|
(H)
|
Received notice from MSHA of a pattern of violations under Section 104(e) of the Mine Act
|
No
|
|
|
(I)
|
Received notice from MSHA of the potential to have a pattern of violations under Section 104(e) of the Mine Act
|
No
|
|
|
(J)
|
Total number of Legal Actions pending as of the last day of the Reporting Period
|
0
|
|
|
(K)
|
Total number of Legal Actions instituted during the Reporting Period
|
0
|
|
|
(L)
|
Total number of Legal Actions resolved during the Reporting Period
|
0
|
|