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Barnes Group Inc.
Annual Report 2014
2014 was an Outstanding Year for our Company …
Barnes Group achieved excellent financial results and continued to execute on its profitable growth
strategy. We put in place a solid strategic foundation, with the Barnes Enterprise System and
innovation as cornerstones, to drive a high performance employee culture, and deliver highly-
engineered, differentiated industrial technologies and advanced solutions to the markets and customers
we serve. We made great strides over the last several years, successfully exiting the recession,
transforming the portfolio, empowering our workforce, and laying the ground work necessary to
sustain performance – all of which allowed 2014 to be one of our best years of performance.
Total sales were up 16% in 2014, with solid organic growth of 6% and a Männer acquisition
contribution of 10%. Adjusted operating margin increased 250 basis points to 15.4% driven by
meaningful increases in both our Industrial and Aerospace segments. On an adjusted basis, income
from continuing operations was $2.34 per diluted share, up 28% from a year ago.(1)
Strategy Execution and Transformation Progress …
These strong financial results have been accompanied by good cash flow generation, allowing us to
invest in our existing businesses, undertake value enhancing acquisitions as opportunities arise, and
increase dividends to our shareholders.
In addition to delivering excellent financial results, we continued to make further progress on
transforming our business and driving our strategy deeper into the organization. To that end, we
institutionalized the Barnes Global Engineering and Technology Forum, leveraging our worldwide
engineering talent and promoting a heightened level of collaboration, innovative thinking, and action
across all of our businesses. This forum advanced a structured phase gate process for quickly
identifying and screening great ideas, funding those opportunities, and moving them from inception to
launch through a disciplined approach. We fully acknowledge the importance of fostering this
cooperative environment, leveraging the knowledge and skills of our employees to ensure that our
pipeline of new products and services remains robust, and that new projects are well positioned for
commercial success.
Investment in our businesses continued at heightened levels in 2014 with approximately $60 million of
capital expenditures; about half of which was directed at growth programs that should drive future
revenues and allow us to prosper long-term. Much of the remainder was targeted towards enhancing
our manufacturing technology and capabilities, allowing us to be more competitive in the global
marketplace.
In 2014, the smooth integration of the Männer acquisition into the Barnes Group Industrial family
added to our capabilities in the plastic injection molding arena and helped to solidify our standing as a
leading global provider of hot runner systems.
At Aerospace, we invested in a new component repair program giving us the right to provide overhaul
and repair services on certain critical components for the highly successful CFM56 commercial
aerospace engine program. Coupled with a similar arrangement for the CF6 engine program entered
into in late 2013, we are confident these programs will generate a meaningful revenue stream, at
improved MRO margins, for many years to come.
We believe our investments support favorable long-term growth prospects for the Company, and we
expect to deliver continuing improvement in our financial performance. In concert with this outlook,
we increased our quarterly dividend rate by 9% in October. We remain committed to being good
stewards of capital and believe that we have positioned the Company to deliver enhanced shareholder
value.
Leadership Changes …
Barnes Group is fortunate to have a distinguished Board of Directors providing guidance and
leadership to our Company. During 2014, we saw a few changes to the composition of our Board. As
such, we would like to recognize our two retiring Board members, Mr. Thomas Albani, a director since
2008, and Mr. John Alden, a director since 2000, for their significant counsel and leadership over the
years. In addition, we are extremely pleased to welcome Ms. JoAnna Sohovich to our Board. JoAnna
brings extensive experience in the industrial business-to-business sector along with pertinent
experience in aerospace overhaul and repair. We look forward to her contributions as a director.
Upbeat Outlook for 2015 …
2014 saw tremendous progress in our strategy to provide highly-engineered, differentiated industrial
technologies and innovative solutions to our end-markets. We are confident we are on the right path of
transforming our Company to meet the current and future needs of our customers.
We expect 2015 to be another successful year where being focused on executing our vison and long
term growth strategy delivers a further increase in financial performance. Internally, we look to
implement the next generation Barnes Enterprise System to drive further operational efficiencies,
advance innovation across all of our businesses to secure our future, and continue the development of
our valued global workforce. And, if an acquisition opportunity arises in the upcoming year that is
consistent with our vision and strategy, we believe we are in a great position to execute on it.
We extend our thanks to the 4,500 Barnes Group employees across the globe for their dedication, hard
work and contributions to a very successful 2014. We are excited about, and look forward to meeting,
the challenges of the upcoming year with this exceptional team.
Finally, we wish to extend our sincere appreciation to our customers and suppliers, as we realize their
partnership is critical to our success, and to our shareholders for their continued confidence in Barnes
Group.
Thomas O. Barnes
Chairman of the Board
Patrick J. Dempsey
President and Chief Executive Officer
(1) References to adjusted financial results for 2014 are non-GAAP measures. You will find a reconciliation table on our
website as part of our fourth quarter and full-year 2014 press release and in the Form 8-K submitted to the SEC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2014
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 1-4801
BARNES GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
123 Main Street, Bristol, Connecticut
(Address of Principal Executive Office)
06-0247840
(I.R.S. Employer Identification No.)
06010
(Zip Code)
(860) 583-7070
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 Par Value
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes È No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ‘ No È
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and
(2) has been subject to such filing requirements for the past 90 days. Yes È No ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer È
Non-accelerated filer ‘
Accelerated filer ‘
Smaller reporting company ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No È
The aggregate market value of the voting stock (Common Stock) held by non-affiliates of the registrant as of the close of business on
June 30, 2014 was approximately $1,968,076,394 based on the closing price of the Common Stock on the New York Stock Exchange on
that date. The registrant does not have any non-voting common equity.
The registrant had outstanding 54,628,975 shares of common stock as of February 18, 2015.
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the Annual Meeting of
Stockholders to be held May 8, 2015 are incorporated by reference into Part III.
Barnes Group Inc.
Index to Form 10-K
Year Ended December 31, 2014
Business
Part I
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures
Properties
Legal Proceedings
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Part III
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
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accounting Fees and Services
Part IV
Item 15. Exhibits, Financial Statement Schedules
Page
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4
13
13
13
14
15
17
18
35
36
73
73
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75
76
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76
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This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. See “FORWARD-
LOOKING STATEMENTS” under Part I – Item 1 “Business” of this Annual Report on Form 10-K.
Item 1. Business
BARNES GROUP INC. (1)
PART I
Founded in 1857, Barnes Group Inc. (the “Company”) is an international industrial and aerospace manufacturer and
service provider, serving a wide range of end markets and customers. The highly engineered products, differentiated
industrial technologies, and innovative solutions delivered by the Company are used in far-reaching applications that provide
transportation, manufacturing, healthcare products, and technology to the world. The Company’s approximately 4,500 skilled
and dedicated employees, at more than 60 locations worldwide, are committed to achieving consistent and sustainable
profitable growth. We operate under two global business segments: Industrial and Aerospace.
In the second quarter of 2013, the Company completed the sale of its Barnes Distribution North America business
(“BDNA”) to MSC Industrial Direct Co., Inc. (“MSC”) pursuant to the terms of the Asset Purchase Agreement dated
February 22, 2013 (the “APA”) between the Company and MSC. See Note 2 of the Consolidated Financial Statements.
In the first quarter of 2013, the Company realigned its reportable business segments by transferring the Associated
Spring Raymond business (“Raymond”), its remaining business within the former Distribution segment, to the Industrial
segment. Raymond sells, among other products, springs that are manufactured by one of the Industrial businesses.
In the fourth quarter of 2011, the Company completed the sale of its Barnes Distribution Europe businesses (the “BDE”
business). The BDE business was comprised of the Company’s European KENT, Toolcom and BD France distribution
businesses that were reported within the Company’s former Distribution segment. See Note 2 of the Consolidated Financial
Statements.
All previously reported financial information has been adjusted on a retrospective basis to reflect the segment
realignment and the discontinued operations for all years presented.
INDUSTRIAL
Industrial is a global manufacturer of highly-engineered, high-quality precision parts, products and systems for critical
applications serving a diverse customer base in end-markets such as transportation, industrial equipment, consumer products,
packaging, electronics, medical devices, and energy. Focused on innovative custom solutions, Industrial participates in the
design phase of components and assemblies whereby customers receive the benefits of application and systems engineering,
new product development, testing and evaluation, and the manufacturing of final products. Products are sold primarily
through its direct sales force and global distribution channels. Industrial designs and manufactures customized hot runner
systems and precision mold assemblies – the enabling technologies for many complex injection molding applications. It is a
leading manufacturer and supplier of precision mechanical products, including mechanical springs and nitrogen gas products.
Industrial manufactures high-precision punched and fine-blanked components used in transportation and industrial
applications, nitrogen gas springs and manifold systems used to precisely control stamping presses, and retention rings that
position parts on a shaft or other axis. Industrial is equipped to produce virtually every type of precision spring, from fine
hairsprings for electronics and instruments to large heavy-duty springs for machinery.
In the fourth quarter of 2013, the Company and two of its subsidiaries (collectively with the Company, the “Purchaser”)
completed the acquisition of the Männer Business (defined below) pursuant to the terms of the Share Purchase and
Assignment Agreement dated September 30, 2013 (“Share Purchase Agreement”) among the Purchaser, Otto Männer
Holding AG, a German company based in Bahlingen, Germany (the “Seller”), and the three shareholders of the Seller
(“the Männer Business”). The acquisition has been integrated into the Industrial segment. The Männer Business serves as a
leader in the development and manufacture of high precision molds, valve gate hot runner systems, and system solutions for
the medical/ pharmaceutical, packaging, and personal care/health care industries. The Männer Business includes
manufacturing locations in Germany, Switzerland and the United States, and sales and service offices in Europe, the
United States, Hong Kong/China and Japan. See Note 3 of the Consolidated Financial Statements.
During the third quarter of 2012, the Company completed the acquisition of Synventive Molding Solutions
(“Synventive”), a leading designer and manufacturer of highly engineered and customized hot runner systems and
components. See Note 3 of the Consolidated Financial Statements.
(1) As used in this annual report, “Company,” “Barnes Group,” “we” and “ours” refer to the registrant and its consolidated subsidiaries except where the
context requires otherwise, and “Industrial” and “Aerospace” refer to the registrant’s segments, not to separate corporate entities.
1
Industrial competes with a broad base of large and small companies engaged in the manufacture and sale of custom
metal components and assemblies, precision molds, and hot runner systems. Industrial competes on the basis of quality,
service, reliability of supply, engineering and technical capability, geographic reach, product breadth, innovation, design, and
price. Industrial has manufacturing, distribution and assembly operations in the United States, Brazil, China, Germany,
Mexico, Singapore, Sweden and Switzerland. Industrial also has sales and service operations in the United States, Brazil,
Canada, China/Hong Kong, France, India, Italy, Japan, Mexico, the Netherlands, Portugal, Singapore, Slovakia, South Korea,
Spain, Thailand and the United Kingdom. Sales by Industrial to its three largest customers accounted for approximately 10%
of its sales in 2014.
AEROSPACE
Aerospace is a global provider of precision-machined and fabricated components and assemblies for original equipment
manufacturer (“OEM”) turbine engine, airframe and industrial gas turbine builders, and the military. The Aerospace
aftermarket business provides jet engine component maintenance overhaul and repair (“MRO”) services, including our
Component Repair Programs (“CRPs”), for many of the world’s major turbine engine manufacturers, commercial airlines
and the military. The Aerospace aftermarket activities also include the manufacture and delivery of aerospace aftermarket
spare parts, including the revenue sharing programs (“RSPs”) under which the Company receives an exclusive right to
supply designated aftermarket parts over the life of the related aircraft engine program.
Aerospace’s OEM business supplements the leading jet engine OEM capabilities and competes with a large number of
machining and fabrication companies. Competition is based mainly on quality, engineering and technical capability, product
breadth, new product introduction, timeliness, service and price. Aerospace’s machining and fabrication operations, with
facilities in Arizona, Connecticut, Michigan, Ohio, Utah and Singapore, produce critical engine and airframe components
through technically advanced manufacturing processes.
The Aerospace aftermarket business supplements jet engine OEMs’ maintenance, repair and overhaul capabilities, and
competes with the service centers of major commercial airlines and other independent service companies for the repair and
overhaul of turbine engine components. The manufacture and supply of aerospace aftermarket spare parts, including those
related to the RSPs, are dependent upon the reliable and timely delivery of high-quality components. Aerospace’s
aftermarket facilities, located in Connecticut, Ohio and Singapore, specialize in the repair and refurbishment of highly
engineered components and assemblies such as cases, rotating life limited parts, rotating air seals, turbine shrouds, vanes and
honeycomb air seals. Sales by Aerospace to its largest customer, General Electric, accounted for approximately 54% of its
sales in 2014. Sales to its next two largest customers in 2014 collectively accounted for approximately 16% of its total sales.
FINANCIAL INFORMATION
The backlog of the Company’s orders believed to be firm at the end of 2014 was $729 million as compared with $758
million at the end of 2013. Of the 2014 year-end backlog, $523 million was attributable to Aerospace and $206 million was
attributable to Industrial. Approximately 41% of the Company’s year-end backlog is scheduled to be shipped after 2015. The
remainder of the Company’s backlog is scheduled to be shipped during 2015.
We have a global manufacturing footprint to service our worldwide customer base. The global economies have a
significant impact on the financial results of the business as we have significant operations outside of the United States. For
an analysis of our revenue from sales to external customers, operating profit and assets by business segment, as well as
revenues from sales to external customers and long-lived assets by geographic area, see Note 20 of the Consolidated
Financial Statements. For a discussion of risks attendant to the global nature of our operations and assets, see Item 1A. Risk
Factors.
RAW MATERIALS
The principal raw materials used to manufacture our products are various grades and forms of steel, from rolled steel
bars, plates and sheets to high-grade valve steel wires and sheets, various grades and forms (bars, sheets, forgings and
castings) of stainless steels, aluminum alloys, titanium alloys, copper alloys, graphite, and iron-based, nickel-based
(Inconels) and cobalt-based (Hastelloys) superalloys for complex aerospace applications. Prices for steel, titanium, Inconel,
Hastelloys as well as other specialty materials have periodically increased due to higher demand and, in some cases,
reduction of the availability of materials. If this occurs, the availability of certain raw materials used by us or in products sold
by us may be negatively impacted.
2
RESEARCH AND DEVELOPMENT
Many of the products manufactured by us are custom parts made to customers’ specifications. We are also engaged in
continuing efforts aimed at discovering and implementing new knowledge that is critical to developing new products,
processes and services, significantly improving existing products and services, and developing new applications for existing
products and services. Investments in research and development are important to our long-term growth, enabling us to keep
pace with changing customer and marketplace needs. We spent approximately $16 million, $15 million and $9 million in
2014, 2013 and 2012, respectively, on research and development activities.
PATENTS AND TRADEMARKS
The Company is a party to certain licenses of intellectual property and holds numerous patents, trademarks, and trade
names which are important to certain business units and enhance our competitive position. The Company does not believe,
however, that any of these licenses, patents, trademarks or trade names is individually significant to the Company or either of
our segments. We maintain procedures to protect our intellectual property (including patents and trademarks) both
domestically and internationally. Risk factors associated with our intellectual property are discussed in Item 1A. Risk
Factors.
EXECUTIVE OFFICERS OF THE COMPANY
For information regarding the Executive Officers of the Company, see Part III, Item 10 of this Annual Report.
ENVIRONMENTAL
Compliance with federal, state, and local laws, as well as those of other countries, which have been enacted or adopted
regulating the discharge of materials into the environment or otherwise relating to the protection of the environment has not
had a material effect, and is not expected to have a material effect, upon our capital expenditures, earnings, or competitive
position.
AVAILABLE INFORMATION
Our Internet address is www.BGInc.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports are available without charge on our website as soon as reasonably
practicable after they are filed with, or furnished to, the U.S. Securities and Exchange Commission (“SEC”). In addition, we
have posted on our website, and will make available in print to any stockholder who makes a request, our Corporate
Governance Guidelines, our Code of Business Ethics and Conduct and the charters of the Audit Committee, Compensation
and Management Development Committee and Corporate Governance Committee (the responsibilities of which include
serving as the nominating committee) of the Company’s Board of Directors. References to our website addressed in this
Annual Report are provided as a convenience and do not constitute, and should not be viewed as, an incorporation by
reference of the information contained on, or available through, the website. Therefore, such information should not be
considered part of this Annual Report.
FORWARD-LOOKING STATEMENTS
Certain of the statements in this Annual Report may contain forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements often address our expected future operating and
financial performance and financial condition, and often contain words such as “anticipate,” “believe,” “expect,” “plan,”
“strategy,” “estimate,” “project,” and similar terms. These forward-looking statements do not constitute guarantees of future
performance and are subject to a variety of risks and uncertainties that may cause actual results to differ materially from
those expressed in the forward-looking statements. These include, among others: difficulty maintaining relationships with
employees, including unionized employees, customers, distributors, suppliers, business partners or governmental entities;
failure to successfully negotiate collective bargaining agreements or potential strikes, work stoppages or other similar events;
difficulties leveraging market opportunities; changes in market demand for our products and services; rapid technological
and market change; the ability to protect intellectual property rights; introduction or development of new products or transfer
of work; higher risks in international operations and markets; the impact of intense competition; and other risks and
uncertainties described in this Annual Report including, among others, uncertainties relating to conditions in financial
markets; currency fluctuations and foreign currency exposure; future financial performance of the industries or customers
that we serve; our dependence upon revenues and earnings from a small number of significant customers; a major loss of
customers; inability to realize expected sales or profits from existing backlog due to a range of factors, including insourcing
3
decisions, material changes, production schedules and volumes of specific programs; the impact of government budget and
funding decisions; changes in raw material or product prices and availability; integration of acquired businesses;
restructuring costs or savings; the continuing impact of prior acquisitions and divestitures and any other future strategic
actions, including acquisitions, joint ventures, divestitures, restructurings, or strategic business realignments, and our ability
to achieve the financial and operational targets set in connection with any such actions; the outcome of pending and future
legal, governmental, or regulatory proceedings and contingencies and uninsured claims; future repurchases of common stock;
future levels of indebtedness; and numerous other matters of a global, regional or national scale, including those of a
political, economic, business, competitive, environmental, regulatory and public health nature. The Company assumes no
obligation to update its forward-looking statements.
Item 1A. Risk Factors
Our business, financial condition or results of operations could be materially adversely affected by any of the following
risks. Please note that additional risks not presently known to us may also materially impact our business and operations.
RISKS RELATED TO OUR BUSINESS
We depend on revenues and earnings from a small number of significant customers. Any bankruptcy of or loss,
cancellation, reduction or delay in purchases by these customers could harm our business. In 2014, our net sales to
General Electric and its subsidiaries accounted for 19% of our total sales and approximately 54% of Aerospace’s net sales.
Additionally, approximately 16% of Aerospace’s sales in 2014 were to its next two largest customers. Approximately 10% of
Industrial’s sales in 2014 were to its three largest customers. Some of our success will depend on the business strength and
viability of those customers. We cannot assure you that we will be able to retain our largest customers. A tightening in the
credit markets may affect our customers’ ability to raise debt or equity capital. This may reduce the amount of liquidity
available to our customers which may limit their ability to purchase products. Some of our customers may in the future
reduce their purchases due to economic conditions or shift their purchases from us to our competitors, in-house or to other
sources. Some of our long-term sales agreements provide that until a firm order is placed by a customer for a particular
product, the customer may unilaterally reduce or discontinue its projected purchases without penalty, or terminate for
convenience. The loss of one or more of our largest customers, any reduction, cancellation or delay in sales to these
customers (including a reduction in aftermarket volume in our RSPs), our inability to successfully develop relationships with
new customers, or future price concessions we make to retain customers could significantly reduce our sales and profitability.
We have significant indebtedness that could affect our operations and financial condition. At December 31, 2014,
we had consolidated debt obligations of $504.7 million, representing approximately 31% of our total capital (indebtedness
plus stockholders’ equity) as of that date. Our level of indebtedness, proportion of variable rate debt obligations and the
significant debt servicing costs associated with that indebtedness may adversely affect our operations and financial condition.
For example, our indebtedness could require us to dedicate a substantial portion of our cash flows from operations to
payments on our debt, thereby reducing the amount of our cash flows available for working capital, capital expenditures,
investments in technology and research and development, acquisitions, dividends and other general corporate purposes; limit
our flexibility in planning for, or reacting to, changes in the industries in which we compete; place us at a competitive
disadvantage compared to our competitors, some of whom have lower debt service obligations and greater financial
resources than we do; limit our ability to borrow additional funds; or increase our vulnerability to general adverse economic
and industry conditions. In addition, conditions in the worldwide credit markets may limit our ability to expand our credit
lines beyond current bank commitments.
Economic weakness and uncertainty could adversely affect our operations and financial condition. Prolonged
slow growth or a downturn, worsening or broadening of adverse conditions in the worldwide and domestic economies could
affect purchases of our products, and create or exacerbate credit issues, cash flow issues and other financial hardships for us
and for our suppliers and customers. Depending upon their severity and duration, these conditions could have a material
adverse impact on our business, liquidity, financial condition and results of operations.
Our failure to meet certain financial covenants required by our debt agreements may materially and adversely
affect our assets, financial position and cash flows. A majority of our debt arrangements require us to maintain certain debt
and interest coverage ratios and limit our ability to incur debt, make investments or undertake certain other business
activities. These requirements could limit our ability to obtain future financing and may prevent us from taking advantage of
attractive business opportunities. Our ability to meet the financial covenants or requirements in our debt arrangements may
be affected by events beyond our control, and we cannot assure you that we will satisfy such covenants and requirements. A
breach of these covenants or our inability to comply with the restrictions could result in an event of default under our debt
4
arrangements which, in turn, could result in an event of default under the terms of our other indebtedness. Upon the
occurrence of an event of default under our debt arrangements, after the expiration of any grace periods, our lenders could
elect to declare all amounts outstanding under our debt arrangements, together with accrued interest, to be immediately due
and payable. If this were to happen, we cannot assure you that our assets would be sufficient to repay in full the payments
due under those arrangements or our other indebtedness or that we could find alternative financing to replace that
indebtedness.
Our operations depend on our manufacturing, sales, and service facilities and information systems in various
parts of the world which are subject to physical, financial, regulatory, environmental, operational and other risks that
could disrupt our operations. We have a significant number of manufacturing facilities and technical service, and sales
centers both within and outside the U.S. The international scope of our business subjects us to increased risks and
uncertainties such as threats of war, terrorism and instability of governments; compliance with U.S. laws affecting operations
outside of the U.S., such as the Foreign Corrupt Practices Act; and economic, regulatory and legal systems in countries in
which we or our customers conduct business.
Some of our facilities are located in areas that may be affected by natural disasters, including earthquakes or tsunamis,
which could cause significant damage and disruption to the operations of those facilities and, in turn, could have a material
adverse effect on our business, financial condition, results of operations and cash flows. Additionally, some of our
manufacturing equipment and tooling is custom-made and is not readily replaceable. Loss of such equipment or tooling could
have a negative impact on our manufacturing business, financial condition, results of operations and cash flows.
Although we have obtained property damage and business interruption insurance, a major catastrophe such as an
earthquake, hurricane, flood, tsunami or other natural disaster at any of our sites, or significant labor strikes, work stoppages,
political unrest, or any of the events described above, in any of the areas where we conduct operations could result in a
prolonged interruption of our business. Any disruption resulting from these events could cause significant delays in the
manufacture or shipment of products or the provision of repair and other services that may result in our loss of sales and
customers. Our insurance will not cover all potential risks, and we cannot assure you that we will have adequate insurance to
compensate us for all losses that result from any insured risks. Any material loss not covered by insurance could have a
material adverse effect on our financial condition, results of operations and cash flows. We cannot assure you that insurance
will be available in the future at a cost acceptable to us or at a cost that will not have a material adverse effect on our
profitability, net income and cash flows.
Any disruption or failure in the operation of our information systems, including from conversions or integrations
of information technology or reporting systems, could have a material adverse effect on our business, financial
condition, results of operations and cash flows. Our information technology (IT) systems are an integral part of our
business. We depend upon our IT systems to help process orders, manage inventory and collect accounts receivable. Our IT
systems also allow us to purchase, sell and ship products efficiently and on a timely basis, to maintain cost-effective
operations, and to help provide superior service to our customers. We are currently in the process of implementing enterprise
resource planning (ERP) platforms across certain of our businesses, and we expect that we will need to continue to improve
and further integrate our IT systems, on an ongoing basis in order to effectively run our business. If we fail to successfully
manage and integrate our IT systems, including these ERP platforms, it could adversely affect our business or operating
results.
Further, in the ordinary course of our business, we store sensitive data, including intellectual property, our proprietary
business information and that of our customers, suppliers and business partners, and personally identifiable information of
our employees, in our data centers and on our networks. The secure maintenance and transmission of this information is
critical to our business operations. Despite our security measures, our information technology and infrastructure may be
vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could
compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such
access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the
privacy of personal information, and regulatory penalties, disrupt our operations, and damage our reputation, which could
adversely affect our business, revenues and competitive position.
The global nature of our business exposes us to foreign currency fluctuations that may affect our future revenues,
debt levels and profitability. We have manufacturing facilities and technical service, sales and distribution centers around
the world, and the majority of our foreign operations use the local currency as their functional currency. These include,
among others, the Brazilian real, British pound sterling, Canadian dollar, Chinese yuan, Euro, Japanese yen, Korean won,
Mexican peso, Singapore dollar, Swedish krona, Swiss franc and Thai baht. Since our financial statements are denominated
5
in U.S. dollars, changes in currency exchange rates between the U.S. dollar and other currencies expose us to translation risk
when the local currency financial statements are translated to U.S. dollars. Changes in currency exchange rates may also
expose us to transaction risk. We may buy protecting or offsetting positions or hedges in certain currencies to reduce our
exposure to currency exchange fluctuations; however, these transactions may not be adequate or effective to protect us from
the exposure for which they are purchased. We have not engaged in any speculative hedging activities. Currency fluctuations
may impact our revenues and profitability in the future.
The global nature of our operations and assets subject us to additional financial and regulatory risks. We have
operations and assets in various parts of the world. In addition, we sell or may in the future sell our products and services to
the U.S. and foreign governments and in foreign countries. As a global business, we are subject to complex laws and
regulations in the U.S. and other countries in which we operate, and associated risks, including: U.S. imposed embargoes of
sales to specific countries; foreign import controls (which may be arbitrarily imposed or enforced); import regulations and
duties; export regulations (which require us to comply with stringent licensing regimes); anti-dumping regulations;
unclaimed property regulations; price and currency controls; exchange rate fluctuations; dividend remittance restrictions;
expropriation of assets; war, civil uprisings and riots; government instability; government contracting requirements including
cost accounting standards, including various procurement, security, and audit requirements, as well as requirements to certify
to the government compliance with these requirements; the necessity of obtaining governmental approval for new and
continuing products and operations; and legal systems or decrees, laws, taxes, regulations, interpretations and court decisions
that are not always fully developed and that may be retroactively or arbitrarily applied. We have experienced inadvertent
violations of some of these regulations, including export regulations, safety and environmental regulations, regulations
prohibiting sales of certain products and product labeling regulations, in the past, none of which has had or, we believe, will
have a material adverse effect on our business. However, any significant violations of these or other regulations in the future
could result in civil or criminal sanctions, and the loss of export or other licenses which could have a material adverse effect
on our business. We may also be subject to unanticipated income taxes, excise duties, import taxes, export taxes, value added
taxes, or other governmental assessments, and taxes may be impacted by changes in legislation in the tax jurisdictions in
which we operate. In addition, our organizational and capital structure may limit our ability to transfer funds between
countries, particularly into the U.S., without incurring adverse tax consequences. Any of these events could result in a loss of
business or other unexpected costs that could reduce sales or profits and have a material adverse effect on our financial
condition, results of operations and cash flows.
Our ability to recover deferred tax assets depends on future income. From time to time, we may have significant
deferred tax assets. The realization of these assets is dependent on our ability to generate future taxable income. In the event
we do not generate sufficient taxable income, there could be a material adverse effect on our financial condition and results
of operations.
Changes in the availability or price of materials, products and energy resources could adversely affect our costs
and profitability. We may be adversely affected by the availability or price of raw materials, products and energy resources,
particularly related to certain manufacturing operations that utilize steel, stainless steel, titanium, Inconel, Hastelloys and
other specialty materials. The availability and price of raw materials and energy resources may be subject to curtailment or
change due to, among other things, new laws or regulations, global economic or political events including strikes, terrorist
attacks and war, suppliers’ allocations to other purchasers, interruptions in production by suppliers, changes in exchange
rates and prevailing price levels. In some instances there are limited sources for raw materials and a limited number of
primary suppliers for some of our products for resale. Although we are not dependent upon any single source for any of our
principal raw materials or products for resale, and such materials and products have, historically, been readily available, we
cannot assure you that such raw materials and products will continue to be readily available. Disruption in the supply of raw
materials, products or energy resources or our inability to come to favorable agreements with our suppliers could impair our
ability to manufacture, sell and deliver our products and require us to pay higher prices. Any increase in prices for such raw
materials, products or energy resources could materially adversely affect our costs and our profitability.
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC established disclosure and reporting
requirements regarding the use of “conflict minerals” mined from the Democratic Republic of Congo and adjoining
countries. These requirements could adversely affect the sourcing and availability of minerals used in the manufacture of
certain of our products. As a result, we may not be able to obtain certain materials or products at competitive prices. We have
and expect to continue to incur costs to comply with these new requirements, including for due diligence to identify the
sources of any conflict minerals used in our products. Further, we may face reputational risk and other challenges with our
customers and suppliers if we are unable to verify sufficiently that the minerals used in our products are conflict free.
We maintain pension and other postretirement benefit plans in the U.S. and certain international locations. Our
costs of providing defined benefit plans are dependent upon a number of factors, such as the rates of return on the plans’
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assets, exchange rate fluctuations, future governmental regulation, global equity prices, and our required and/or voluntary
contributions to the plans. Declines in the stock market, prevailing interest rates, declines in discount rates, improvements in
mortality rates and rising medical costs may cause an increase in our pension and other postretirement benefit expenses in the
future and result in reductions in our pension fund asset values and increases in our pension and other postretirement benefit
obligations. These changes have caused and may continue to cause a significant reduction in our net worth and without
sustained growth in the pension investments over time to increase the value of the plans’ assets, and depending upon the
other factors listed above, we could be required to increase funding for some or all of these pension and postretirement plans.
Our cash is highly concentrated with certain financial institutions. At various times we have a concentration of cash
in accounts with financial institutions in the U.S. and around the globe. Our holdings in certain of these institutions
significantly exceeded the insured limits of the Federal Deposit Insurance Corporation or their equivalent outside the U.S. at
December 31, 2014.
We carry significant inventories and a loss in net realizable value could cause a decline in our net worth. At
December 31, 2014, our inventories totaled $212.0 million. Inventories are valued at the lower of cost or market based on
management’s judgments and estimates concerning future sales levels, quantities and prices at which such inventories will be
sold in the normal course of business. Accelerating the disposal process or incorrect estimates of future sales potential may
necessitate future reduction to inventory values. The Company’s inventories include certain parts related to specific engines
within the aftermarket repair and overhaul business. The demand for these parts and our ability to utilize these parts depends
on the frequency and scope of repair and maintenance of aircraft engines and our ability to effectively access that market, and
a decline in demand could require us to write off a portion of our inventory. See “Part II – Item 7 – Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies”.
We have significant goodwill and an impairment of our goodwill could cause a decline in our net worth. Our total
assets include substantial goodwill. At December 31, 2014, our goodwill totaled $594.9 million. The goodwill results from
our prior acquisitions, representing the excess of the purchase price we paid over the net assets of the companies acquired.
We assess whether there has been an impairment in the value of our goodwill during each calendar year or sooner if
triggering events warrant. If future operating performance at one or more of our reporting units does not meet expectations or
fair values fall due to significant stock market declines, we may be required to reflect a non-cash charge to operating results
for goodwill impairment. The recognition of an impairment of a significant portion of goodwill would negatively affect our
results of operations and total capitalization, the effect of which could be material. See “Part II – Item 7 – Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies”.
We could be adversely affected by changes in interest rates. Our profitability may be adversely affected as a result of
increases in interest rates. At December 31, 2014, we and our subsidiaries had approximately $504.7 million aggregate
principal amount of consolidated debt obligations outstanding, of which approximately 60% had interest rates that float with
the market (not hedged against interest rate fluctuations). A 100 basis point increase in the interest rate on the floating rate
debt in effect at December 31, 2014 would result in an approximate $3.0 million annualized increase in interest expense.
We may not realize all of the sales expected from our existing backlog or anticipated orders. At December 31,
2014, we had $728.6 million of order backlog, the majority of which related to aerospace OEM customers. There can be no
assurances that the revenues projected in our backlog will be realized or, if realized, will result in profits. We consider
backlog to be firm customer orders for future delivery. From time to time, OEM customers provide projections of
components and assemblies that they anticipate purchasing in the future under new and existing programs. Such projections
are not included in our backlog unless we have received a firm order from our customers. Our customers may have the right
under certain circumstances or with certain penalties or consequences to terminate, reduce or defer firm orders that we have
in backlog. If our customers terminate, reduce or defer firm orders, we may be protected from certain costs and losses, but
our sales will nevertheless be adversely affected. Although we strive to maintain ongoing relationships with our customers,
there is an ongoing risk that orders may be cancelled or rescheduled due to fluctuations in our customers’ business needs or
purchasing budgets.
Also, our realization of sales from new and existing programs is inherently subject to a number of important risks and
uncertainties, including whether our customers execute the launch of product programs on time, or at all, the number of units
that our customers actually produce, the timing of production and manufacturing insourcing decisions made by our
customers. In addition, until firm orders are placed, our customers generally have the right to discontinue a program or
replace us with another supplier at any time without penalty. Our failure to realize sales from new and existing programs
could have a material adverse effect on our net sales, results of operations and cash flows.
7
We may not recover all of our up-front costs related to new or existing programs. New programs may require
significant up-front investments for capital equipment, engineering, inventory, design and tooling. As OEMs in the
transportation and aerospace industries have looked to suppliers to bear increasing responsibility for the design, engineering
and manufacture of systems and components, they have increasingly shifted the financial risk associated with those
responsibilities to the suppliers as well. This trend may continue and is most evident in the area of engineering cost
reimbursement. We cannot assure you that we will have adequate funds to make such up-front investments or to recover such
costs from our customers as part of our product pricing. In the event that we are unable to make such investments, or to
recover them through sales or direct reimbursement from our customers, our profitability, liquidity and cash flows may be
adversely affected. In addition, we incur costs and make capital expenditures for new program awards based upon certain
estimates of production volumes and production complexity. While we attempt to recover such costs and capital expenditures
by appropriately pricing our products, the prices of our products are based in part upon planned production volumes. If the
actual production is significantly less than planned or significantly more complex than anticipated, we may be unable to
recover such costs. In addition, because a significant portion of our overall costs is fixed, declines in our customers’
production levels can adversely affect the level of our reported profits even if our up-front investments are recovered.
We may not realize all of the intangible assets related to the Aerospace aftermarket businesses. Our total
investments in participation fees under our Revenue Sharing Programs (RSPs) as of December 31, 2014 equaled
$293.7 million, all of which have been paid. At December 31, 2014, the remaining unamortized balance of these participation
fees was $220.7 million. We participate in aftermarket RSPs under which we receive an exclusive right to supply designated
aftermarket parts over the life of the related aircraft engine program to our customer, General Electric. As consideration, we
pay participation fees, which are recorded as intangible assets and are recognized as a reduction of sales over the estimated
useful life of the related engine programs which range up to 30 years.
We entered into Component Repair Programs (“CRPs”), also with General Electric, during the fourth quarter of 2013
(“CRP 1”) and the second quarter of 2014 (“CRP 2”). The CRPs provide for, among other items, the right to sell certain
aftermarket component repair services for CFM56, CF6 and LM engines directly to other customers as one of a few GE
licensed suppliers. In addition, the CRPs extend certain existing contracts under which the Company currently provides these
services directly to GE.
We agreed to pay $26.6 million as consideration for the rights related to CRP 1. Of this balance, we paid $16.6 million
in the fourth quarter of 2013 and $9.1 million in the fourth quarter of 2014. The remaining payment of $0.9 million has been
included within accrued liabilities in the Consolidated Financial Statements. We agreed to pay $80.0 million as consideration
for the rights related to CRP 2. We paid $41.0 million in the second quarter of 2014, $20.0 million in the fourth quarter of
2014 and the remaining payment of $19.0 million, also included within accrued liabilities, will be paid in the second quarter
of 2015. We recorded the CRP payments as an intangible asset which is recognized as a reduction of sales over the remaining
useful life of these engine programs.
The realizability of each asset is dependent upon future revenues related to the programs’ aftermarket parts and services
and is subject to impairment testing if circumstances indicate that its carrying amount may not be recoverable. The potential
exists that actual revenues will not meet expectations due to a change in market conditions, including, for example, the
replacement of older engines with new, more fuel-efficient engines or our ability to capture additional market share within
the aftermarket business. A shortfall in future revenues may result in the failure to realize the net amount of the investments,
which could adversely affect our financial condition and results of operations. In addition, future growth and profitability
could be impacted by the amortization of the participation fees and licenses, and the expiration of the international tax
incentives on these programs.
We face risks of cost overruns and losses on fixed-price contracts. We sell certain of our products under firm, fixed-
price contracts providing for a fixed price for the products regardless of the production or purchase costs incurred by us. The
cost of producing products may be adversely affected by increases in the cost of labor, materials, fuel, outside processing,
overhead and other factors, including manufacturing inefficiencies. Increased production costs may result in cost overruns
and losses on contracts.
The departure of existing management and key personnel, a shortage of skilled employees or a lack of qualified
sales professionals could materially affect our business, operations and prospects. Our executive officers are important
to the management and direction of our business. Our future success depends, in large part, on our ability to retain or replace
these officers and other capable management personnel. Although we believe we will be able to attract and retain talented
personnel and replace key personnel should the need arise, our inability to do so could have a material adverse effect on our
business, financial condition, results of operations or cash flows. Because of the complex nature of many of our products and
8
services, we are generally dependent on an educated and highly skilled workforce, including, for example, our engineering
talent. In addition, there are significant costs associated with the hiring and training of sales professionals. We could be
adversely affected by a shortage of available skilled employees or the loss of a significant number of our sales professionals.
If we are unable to protect our intellectual property rights effectively, our financial condition and results of
operations could be adversely affected. We own or are licensed under various intellectual property rights, including
patents, trademarks and trade secrets. Our intellectual property rights may not be sufficiently broad or otherwise may not
provide us a significant competitive advantage, and patents may not be issued for pending or future patent applications
owned by or licensed to us. In addition, the steps that we have taken to maintain and protect our intellectual property may not
prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual
property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us
because an infringer has a dominant intellectual property position or for other business reasons, or countries may require
compulsory licensing of our intellectual property. We also rely on nondisclosure and noncompetition agreements with
employees, consultants and other parties to protect, in part, confidential information, trade secrets and other proprietary
rights. There can be no assurance that these agreements will adequately protect these intangible assets and will not be
breached, that we will have adequate remedies for any breach, or that others will not independently develop substantially
equivalent proprietary information. Our failure to obtain or maintain intellectual property rights that convey competitive
advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such
property and the cost of enforcing our intellectual property rights could adversely impact our competitive position, financial
condition and results of operations.
Any product liability, warranty, contractual or other claims in excess of insurance may adversely affect our
financial condition. Our operations expose us to potential product liability risks that are inherent in the design, manufacture
and sale of our products and the products we buy from third parties and sell to our customers, or to potential warranty,
contractual or other claims. For example, we may be exposed to potential liability for personal injury, property damage or
death as a result of the failure of an aircraft component designed, manufactured or sold by us, or the failure of an aircraft
component that has been serviced by us or of the components themselves. While we have liability insurance for certain risks,
our insurance may not cover all liabilities. Additionally, insurance coverage may not be available in the future at a cost
acceptable to us. Any material liability not covered by insurance or for which third-party indemnification is not available for
the full amount of the loss could have a material adverse effect on our financial condition, results of operations and cash
flows.
From time to time, we receive product warranty claims, under which we may be required to bear costs of repair or
replacement of certain of our products. Warranty claims may range from individual customer claims to full recalls of all
products in the field. We vigorously defend ourselves in connection with these matters. We cannot, however, assure you that
the costs, charges and liabilities associated with these matters will not be material, or that those costs, charges and liabilities
will not exceed any amounts reserved for them in our consolidated financial statements.
Our business, financial condition, results of operations and cash flows could be adversely impacted by strikes or
work stoppages. Approximately 15% of our U.S. employees are covered by collective bargaining agreements and more than
32% of our non-U.S. employees are covered by collective bargaining agreements or statutory trade union agreements. The
Company is currently in the process of negotiating a collective bargaining agreement (“CBA”) with certain unionized
employees at the Bristol, Connecticut and Corry, Pennsylvania facilities, which are located within the Associated Spring
business unit, and which covers approximately 233 employees. The current CBA expired on November 30, 2014, and we
continue to negotiate a successor agreement. In 2015, we are also scheduled to conduct local negotiations with our unionized
employees at our Corry, Pennsylvania facility, which covers approximately 130 employees. In addition, we have annual
negotiations in Brazil and Mexico and, collectively, these negotiations cover approximately 329 employees in those two
countries. We also expect to have negotiations in 2015 with two of our German locations, a Singapore location, and our
Sweden location, which collectively cover over 500 employees. Although we believe that our relations with our employees
are good, we cannot assure you that we will be successful in negotiating new collective bargaining agreements or that such
negotiations will not result in significant increases in the cost of labor, including healthcare, pensions or other benefits. Any
potential strikes or work stoppages, and the resulting adverse impact on our relationships with customers, could have a
material adverse effect on our business, financial condition, results of operations or cash flows. Similarly, a protracted strike
or work stoppage at any of our major customers, suppliers or other vendors could materially adversely affect our business.
Changes in accounting guidance and taxation requirements could affect our financial results. New accounting
guidance that may become applicable to us from time to time, or changes in the interpretations of existing guidance, could
have a significant effect on our reported results for the affected periods. For example, the Financial Accounting Standards
9
Board issued a new accounting standard for revenue recognition in May 2014—Accounting Standards Update (ASU) 2014-
09, “Revenue from Contracts with Customers (Topic 606)”. Although we are currently in the process of evaluating the
impact of ASU 2014-09 on our consolidated financial statements, it could change the way we account for certain of our sales
transactions. Adoption of the standard could have a significant impact on our financial statements and may retroactively
affect the accounting treatment of transactions completed before adoption. In addition, our products are subject to import and
excise duties and/or sales or value-added taxes in many jurisdictions in which we operate. Increases in indirect taxes could
affect our products’ affordability and therefore reduce our sales. We are also subject to income tax in numerous jurisdictions
in which we generate revenues. Changes in tax laws, tax rates or tax rulings may have a significant adverse impact on our
effective tax rate. Among other things, our tax liabilities are affected by the mix of pretax income or loss among the tax
jurisdictions in which we operate and the repatriation of foreign earnings to the U.S. We must exercise judgment in
determining our worldwide provision for income taxes, interest and penalties; accordingly, future events could change
management’s assessment of these amounts.
RISKS RELATED TO THE INDUSTRIES IN WHICH WE OPERATE
A general economic downturn could adversely affect our business and financial results. All of our businesses are
impacted by the health of the economies in which they operate. A decline in economies in which we operate could reduce
demand for our products and services or increase pricing pressures, thereby having an adverse impact on our business,
financial condition, results of operations and cash flows. We derive a large portion of our sales from the transportation
industry. The operation of our business within that industry subjects us to the pressures applicable to all companies operating
in it, including unfavorable pricing pressures. While the precise effects of instability in the transportation industry are
difficult to determine, they may negatively impact our business, financial condition, results of operations and cash flows.
We operate in very competitive markets. We may not be able to compete effectively with our competitors, and
competitive pressures could adversely affect our business, financial condition and results of operations. Our two global
business segments compete with a number of larger and smaller companies in the markets we serve. Some of our competitors
have greater financial, production, research and development, or other resources than we do. Within Aerospace, certain of
our OEM customers compete with our repair and overhaul business. Some of our OEM customers in the aerospace industry
also compete with us where they have the ability to manufacture the components and assemblies that we supply to them but
have chosen, for capacity limitations, cost considerations or other reasons, to outsource the manufacturing to us. Our two
business segments compete on the basis of price, service, quality, reliability of supply, technology, innovation and design.
We must continue to make investments to maintain and improve our competitive position. We cannot assure you that we will
have sufficient resources to continue to make such investments or that we will be successful in maintaining our competitive
position. Our competitors may develop products or services, or methods of delivering those products or services that are
superior to our products, services or methods. Our competitors may also adapt more quickly than us to new technologies or
evolving customer requirements. Pricing pressures could cause us to adjust the prices of certain of our products to stay
competitive. We cannot assure you that we will be able to compete successfully with our existing or future competitors. Also,
if consolidation of our existing competitors occurs, we would expect the competitive pressures we face to increase. Our
failure to compete successfully could adversely affect our business, financial condition, results of operations and cash flows.
Our customers’ businesses are generally cyclical. Weaknesses in the industries in which our customers operate
could impact our revenues and profitability. The industries to which we sell tend to decline in response to overall declines
in industrial production. Aerospace is heavily dependent on the commercial aerospace industry, which is cyclical and a long
cycle industry. Industrial is dependent on the transportation industry, and general industrial and tooling markets, all of which
are also cyclical. Many of our customers have historically experienced periodic downturns, which often have had a negative
effect on demand for our products.
Original equipment manufacturers in the aerospace and transportation industries have significant pricing
leverage over suppliers and may be able to achieve price reductions over time. Additionally, we may not be successful
in our efforts to raise prices on our customers. There is substantial and continuing pressure from OEMs in the
transportation industries, including automotive and aerospace, to reduce the prices they pay to suppliers. We attempt to
manage such downward pricing pressure, while trying to preserve our business relationships with our customers, by seeking
to reduce our production costs through various measures, including purchasing raw materials and components at lower prices
and implementing cost-effective process improvements. Our suppliers have periodically resisted, and in the future may resist,
pressure to lower their prices and may seek to impose price increases. If we are unable to offset OEM price reductions, our
profitability and cash flows could be adversely affected. In addition, OEMs have substantial leverage in setting purchasing
and payment terms, including the terms of accelerated payment programs under which payments are made prior to the
account due date in return for an early payment discount. OEMs can unexpectedly change their purchasing policies or
payment practices, which could have a negative impact on our short-term working capital.
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Demand for our defense-related products depends on government spending. A portion of Aerospace’s sales is
derived from the military market, including single-sourced and dual-sourced sales. The military market is largely dependent
upon government budgets and is subject to governmental appropriations. Although multi-year contracts may be authorized in
connection with major procurements, funds are generally appropriated on a fiscal year basis even though a program may be
expected to continue for several years. Consequently, programs are often only partially funded and additional funds are
committed only as further appropriations are made. We cannot assure you that maintenance of or increases in defense
spending will be allocated to programs that would benefit our business. Moreover, we cannot assure you that new military
aircraft programs in which we participate will enter full-scale production as expected. A decrease in levels of defense
spending or the government’s termination of, or failure to fully fund, one or more of the contracts for the programs in which
we participate could have a material adverse effect on our financial position and results of operations.
The consolidation occurring in the industries in which we operate could adversely affect our business and
financial results. The industries in which we operate have been experiencing consolidation. There has been consolidation of
both suppliers and the customers we serve. Supplier consolidation is in part attributable to OEMs more frequently awarding
long-term sole source or preferred supplier contracts to the most capable suppliers in an effort to reduce the total number of
suppliers from whom components and systems are purchased. We cannot assure you that our business, financial condition,
results of operations or cash flows will not be adversely impacted as a result of consolidation by our competitors or
customers.
The aerospace industry is highly regulated. Complications related to aerospace regulations may adversely affect
the Company. A substantial portion of our income is derived from our aerospace businesses. The aerospace industry is
highly regulated in the U.S. by the Federal Aviation Administration, or FAA, and in other countries by similar regulatory
agencies. We must be certified by these agencies and, in some cases, by individual OEMs in order to engineer and service
systems and components used in specific aircraft models. If material authorizations or approvals were delayed, revoked or
suspended, our business could be adversely affected. New or more stringent governmental regulations may be adopted, or
industry oversight heightened, in the future, and we may incur significant expenses to comply with any new regulations or
any heightened industry oversight.
Environmental regulations impose costs and regulatory requirements on our operations. Environmental
compliance may be more costly than we expect, and we may be subject to material environmental-based claims in the
future. Our past and present business operations and past and present ownership and operations of real property and the use,
sale, storage and handling of chemicals and hazardous products subject us to extensive and changing U.S. federal, state and local
environmental laws and regulations, as well as those of other countries, pertaining to the discharge of materials into the
environment, enforcement, disposition of wastes (including hazardous wastes), the use, shipping, labeling, and storage of
chemicals and hazardous materials, building requirements, or otherwise relating to protection of the environment. We have
experienced, and expect to continue to experience, costs to comply with environmental laws and regulations. In addition, new
laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination
or the imposition of new clean-up requirements could require us to incur costs or become subject to new or increased liabilities
that could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We use and generate hazardous substances and wastes in our operations. In addition, many of our current and former
properties are or have been used for industrial purposes. Accordingly, we monitor hazardous waste management and
applicable environmental permitting and reporting for compliance with applicable laws at our locations in the ordinary
course of our business. We may be subject to potential material liabilities relating to any investigation and clean-up of our
locations or properties where we delivered hazardous waste for handling or disposal that may be contaminated or which may
have been contaminated prior to our purchase, and to claims alleging personal injury.
Fluctuations in jet fuel and other energy prices may impact our operating results. Fuel costs constitute a significant
portion of operating expenses for companies in the aerospace industry. Fluctuations in fuel costs could impact levels and
frequency of aircraft maintenance and overhaul activities, and airlines’ decisions on maintaining, deferring or canceling new
aircraft purchases, in part based on the value associated with new fuel efficient technologies. Widespread disruption to oil
production, refinery operations and pipeline capacity in certain areas of the U.S. can impact the price of jet fuel significantly.
Conflicts in the Middle East, an important source of oil for the U.S. and other countries where we do business, cause prices
for fuel to be volatile. Because we and many of our customers are in the aerospace industry, these fluctuations could have a
material adverse effect on our financial condition or results of operations.
Our products and services may be rendered obsolete by new products, technologies and processes. Our
manufacturing operations focus on highly engineered components which require extensive engineering and research and
development time. Our competitive advantage may be adversely impacted if we cannot continue to introduce new products
11
ahead of our competition, or if our products are rendered obsolete by other products or by new, different technologies and
processes. The success of our new products will depend on a number of factors, including innovation, customer acceptance,
the efficiency of our suppliers in providing materials and component parts, and the performance and quality of our products
relative to those of our competitors. We cannot predict the level of market acceptance or the amount of market share our new
products will achieve. Additionally, we may face increased or unexpected costs associated with new product introduction
including the use of additional resources such as personnel. We cannot assure that we will not experience new product
introduction delays in the future.
RISKS RELATED TO RESTRUCTURING, ACQUISITIONS, DIVESTITURES AND JOINT VENTURES
Our acquisition and divestiture strategies and our restructuring activities may not be successful. We have made a
number of acquisitions in the past and we anticipate that we may, from time to time, acquire additional businesses, assets or
securities of companies that we believe would provide a strategic fit with our businesses. Acquisitions expose the Company
to a number of risks and uncertainties, the occurrence of any of which could materially adversely affect our business, cash
flows, financial condition and results of operations. A portion of the industries that we serve are mature industries. As a
result, our future growth may depend in part on the successful acquisition and integration of acquired businesses into our
existing operations. We may not be able to identify and successfully negotiate suitable acquisitions, obtain financing for
future acquisitions on satisfactory terms, obtain regulatory approvals or otherwise complete acquisitions in the future.
We could have difficulties integrating acquired businesses with our existing operations. Difficulties of integration can
include coordinating and consolidating separate systems, integrating the management of the acquired business, retaining
market acceptance of acquired products and services, maintaining employee morale and retaining key employees, and
implementing our enterprise resource planning systems and operational procedures and disciplines. Any such difficulties may
make it more difficult to maintain relationships with employees, customers, business partners and suppliers. In addition, even
if integration is successful, the financial performance of acquired business may not be as expected and there can be no
assurance we will realize anticipated benefits from our acquisitions. We cannot assure you that we will effectively assimilate
the business or product offerings of acquired companies into our business or product offerings or realize anticipated
operational synergies. In connection with the integration of acquired operations or the conduct of our overall business
strategies, we may periodically restructure our businesses and/or sell assets or portions of our business. Integrating the
operations and personnel of acquired companies into our existing operations may result in difficulties, significant expense
and accounting charges, disrupt our business or divert management’s time and attention.
Acquisitions involve numerous other risks, including potential exposure to unknown liabilities of acquired companies
and the possible loss of key employees and customers of the acquired business. In connection with acquisitions or joint
venture investments outside the U.S., we may enter into derivative contracts to purchase foreign currency in order to hedge
against the risk of foreign currency fluctuations in connection with such acquisitions or joint venture investments, which
subjects us to the risk of foreign currency fluctuations associated with such derivative contracts. Additionally, our final
determinations and appraisals of the fair value of assets acquired and liabilities assumed in our acquisitions may vary
materially from earlier estimates. We cannot assure you that the fair value of acquired businesses will remain constant.
We have also in the past divested assets and businesses and we may in the future seek to sell certain of our assets
or businesses in order to meet our strategic objectives, and we cannot be certain that our business, operating results
and financial condition will not be materially and adversely affected. A successful divestiture depends on various factors,
including our ability to effectively transfer liabilities, contracts, facilities and employees to any purchaser, identify and
separate the intellectual property to be divested from the intellectual property that we wish to retain, reduce fixed costs
previously associated with the divested assets or business, and collect the proceeds from any divestitures. In addition, if
customers of the divested business do not receive the same level of service from the new owners, this may adversely affect
our other businesses to the extent that these customers also purchase other products offered by us. All of these efforts require
varying levels of management resources, which may divert our attention from other business operations. If we do not realize
the expected benefits or synergies of any divestiture transaction, our consolidated financial position, results of operations and
cash flows could be negatively impacted. In addition, divestitures of businesses involve a number of risks, including the
diversion of management and employee attention, significant costs and expenses, the loss of customer relationships, and a
decrease in revenues and earnings associated with the divested business. Furthermore, divestitures potentially involve
significant post-closing separation activities, which could involve the expenditure of material financial resources and
significant employee resources. Any divestiture may result in a dilutive impact to our future earnings if we are unable to
offset the dilutive impact from the loss of revenue associated with the divestiture, as well as significant write-offs, including
those related to goodwill and other intangible assets, which could have a material adverse effect on our results of operations
and financial condition.
12
We may not achieve expected cost savings from restructuring activities and actual charges, costs and adjustments due to
restructuring activities may vary materially from our estimates. Our ability to realize anticipated cost savings, synergies and
revenue enhancements may be affected by a number of factors, including the following: our ability to effectively eliminate
duplicative back office overhead and overlapping sales personnel, rationalize manufacturing capacity, synchronize
information technology systems, consolidate warehousing and distribution facilities and shift production to more economical
facilities; significant cash and non-cash integration and implementation costs or charges in order to achieve those cost
savings, which could offset any such savings and other synergies resulting from our acquisitions or divestitures; and our
ability to avoid labor disruption in connection with integration efforts or divestitures.
Any joint ventures or teaming arrangements we enter into may not be successful. We may enter into joint ventures
or teaming arrangements. Partners with whom we share control may at any time have economic, business or legal interests or
goals that are inconsistent with our goals or the goals of the joint venture or arrangement. Our joint venture or teaming
arrangements may require us to pay certain costs or to make certain capital investments and we may have little control over
the amount or the timing of these payments and investments. In addition, our joint venture or teaming partners may be unable
to meet their economic or other obligations and we may be required to fulfill those obligations alone. Our failure or the
failure of an entity in which we have a joint venture interest or teaming arrangement to adequately manage the risks
associated with any acquisitions, joint ventures or teaming arrangements could have a material adverse effect on our financial
condition or results of operations. We cannot assure you that any of our joint ventures or teaming arrangements will be
profitable or that forecasts regarding joint venture or teaming activities will be accurate. In particular, risks and uncertainties
associated with our joint ventures and teaming arrangements include, among others, the joint venture’s or teaming partner’s
ability to operate its business successfully, to develop appropriate standards, controls, procedures and policies for the growth
and management of the joint venture or teaming arrangement and the strength of their relationships with employees,
suppliers and customers.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We operate 32 manufacturing facilities throughout the world, 21 of which are part of the Industrial segment and 11 of
which are part of the Aerospace segment. Fifteen of the facilities are in the United States; the balance are located in Asia,
Brazil, Europe and Mexico. Nineteen of the facilities are owned; the balance are leased.
In addition to its manufacturing facilities, Industrial has 37 facilities engaged in activities related to its manufacturing
operations, including sales, assembly, development and distribution, all but one of which are leased. Three of these facilities
are located in the United States; the balance are located in Asia, Brazil, Canada, Europe and Mexico. Aerospace also leases a
warehouse in Canada.
The Company’s corporate office in Bristol, Connecticut is owned.
Item 3. Legal Proceedings
The Company was named in a lawsuit arising out of an alleged breach of contract and implied warranty by a customer
of Toolcom Suppliers Limited (“Toolcom”), a business previously included within the former Logistics and Manufacturing
Services segment, related to the sale of certain products prior to the Company’s 2005 acquisition of Toolcom. In 2006, the
plaintiff filed the lawsuit in civil court in Scotland and asserted that certain products sold were not fit for a particular use. The
Company settled the lawsuit during the first quarter of 2013 with an outcome that did not have a material effect on the
consolidated financial statements. The final settlement expense was included within the loss from operations of discontinued
businesses in the consolidated statements of income for the year ended December 31, 2013.
On April 16, 2013, the United States Tax Court rendered an unfavorable decision in the matter Barnes Group Inc. and
Subsidiaries v. Commissioner of Internal Revenue (“Tax Court Decision”). The Tax Court rejected the Company’s
objections and imposed penalties. The case involved IRS proposed adjustments of approximately $16.5 million, plus a 20%
penalty and interest for the tax years 1998, 2000 and 2001.
The case arose out of an Internal Revenue Service (“IRS”) audit for the tax years 2000 through 2002. The adjustment
relates to the federal taxation of foreign income of certain foreign subsidiaries. The Company filed an administrative protest
of these adjustments. In the third quarter of 2009, the Company was informed that its protest was denied and a tax assessment
13
was received from the Appeals Office of the IRS. Subsequently, in November 2009, the Company filed a petition against the
IRS in the United States Tax Court, contesting the tax assessment. A trial was held and all briefs were filed in 2012. In
April 2013 the Tax Court Decision was then issued rendering an unfavorable decision against the Company and imposing
penalties. As a result of the unfavorable Tax Court Decision, the Company recorded an additional tax charge during 2013 for
$16.4 million.
In November 2013, the Company made a cash payment of approximately $12.7 million related to tax, interest and
penalties and utilized a portion of its net operating losses. The Company also submitted a notice of appeal of the Tax Court
Decision to the United States Court of Appeals for the Second Circuit. The Company filed its opening brief with the United
States Court of Appeals for the Second Circuit on February 13, 2014 and presented its oral arguments on October 1, 2014.
On November 5, 2014, the Second Circuit upheld the Tax Court Decision. The Company has decided not to litigate this
matter further.
In addition, we are subject to litigation from time to time in the ordinary course of business and various other suits,
proceedings and claims are pending against us and our subsidiaries. While it is not possible to determine the ultimate
disposition of each of these proceedings and whether they will be resolved consistent with our beliefs, we expect that the
outcome of such proceedings, individually or in the aggregate, will not have a material adverse effect on our financial
condition or results of operations.
Item 4. Mine Safety Disclosures
Not applicable.
14
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
PART II
Securities
(a) Market Information
The Company’s common stock is traded on the New York Stock Exchange under the symbol “B”. The following table
sets forth, for the periods indicated, the low and high sales intra-day trading price per share, as reported by the New York
Stock Exchange, and dividends declared and paid.
Quarter ended March 31
Quarter ended June 30
Quarter ended September 30
Quarter ended December 31
Quarter ended March 31
Quarter ended June 30
Quarter ended September 30
Quarter ended December 31
Stockholders
2014
Low
High
Dividends
$35.34
36.27
30.35
29.47
$40.92
40.01
39.07
37.88
2013
$0.11
0.11
0.11
0.12
Low
High
Dividends
$21.84
26.33
30.14
34.48
$29.20
32.35
35.71
38.56
$0.10
0.10
0.11
0.11
As of February 10, 2015, there were approximately 3,705 holders of record of the Company’s common stock. A
significant number of the outstanding shares of common stock which are beneficially owned by individuals or entities are
registered in the name of a nominee of The Depository Trust Company, a securities depository for banks and brokerage
firms. The Company believes that there are approximately 11,913 beneficial owners of its common stock.
Dividends
Payment of future dividends will depend upon the Company’s financial condition, results of operations and other factors
deemed relevant by the Company’s Board of Directors, as well as any limitations resulting from financial covenants under
the Company’s credit facilities or debt indentures. See the table above for dividend information for 2014 and 2013.
Securities Authorized for Issuance Under Equity Compensation Plans
For information regarding Securities Authorized for Issuance Under Equity Compensation Plans, see Part III, Item 12 of
this Annual Report.
15
Performance Graph
A stock performance graph based on cumulative total returns (price change plus reinvested dividends) for $100 invested
on December 31, 2009 is set forth below.
$270
$250
$230
$210
$190
$170
$150
$130
$110
$90
$70
241.58
209.60
196.27
236.26
221.62
205.87
126.82
126.30
124.61
147.48
127.55
121.51
148.35
141.40
139.72
2009
2010
2011
2012
2013
2014
BGI
S&P 600
Russell 2000
BGI
S&P 600
Russell 2000
2009
2010
2011
2012
2013
2014
$100.00
$100.00
$100.00
$124.61
$126.30
$126.82
$147.48
$127.55
$121.51
$139.72
$148.35
$141.40
$241.58
$209.60
$196.27
$236.26
$221.62
$205.87
The performance graph does not include a published industry or line-of-business index or peer group of similar issuers
because the Company is in multiple lines of business and does not believe a meaningful published index or peer group can be
reasonably identified. Accordingly, as permitted by SEC rules, the graph includes the S&P 600 Small Cap Index and the
Russell 2000 Index, which are comprised of issuers with generally similar market capitalizations to that of the Company.
(c)
Issuer Purchases of Equity Securities
Period
October 1-31, 2014
November 1-30, 2014
December 1-31, 2014
Total
Total Number
of Shares (or Units)
Purchased
Average Price
Paid Per Share
(or Unit)
Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs(2)
—
—
284
284(1)
$ —
$ —
$37.18
$37.18
—
—
—
—
2,428,509
2,428,509
2,428,509
(1) All acquisitions of equity securities during the fourth quarter of 2014 were the result of the operation of the terms of the Company’s stockholder-
approved equity compensation plans and the terms of the equity rights granted pursuant to those plans to pay for the related income tax upon
issuance of shares. The purchase price of a share of stock used for tax withholding is the market price on the date of issuance.
(2) The program was publicly announced on October 20, 2011 (the “2011 Program”) authorizing repurchase of up to 5.0 million shares of common
stock. At December 31, 2012, 3.8 million shares of common stock had not been purchased under the 2011 Program. On February 21, 2013, the
Board of Directors of the Company increased the number of shares authorized for repurchase under the 2011 Program by 1.2 million shares of
common stock. The 2011 Program permits open market purchases, purchases under a Rule 10b5-1 trading plan and privately negotiated
transactions.
16
Item 6. Selected Financial Data
Per common share (1)
Income from continuing operations
Basic
Diluted
Net income
Basic
Diluted
Dividends declared and paid
Stockholders’ equity (at year-end)
Stock price (at year-end)
For the year (in thousands)
Net sales
Operating income
As a percent of net sales
Income from continuing operations
As a percent of net sales
Net income
As a percent of net sales
As a percent of average stockholders’ equity (2)
Depreciation and amortization
Capital expenditures
Weighted average common shares outstanding – basic
Weighted average common shares outstanding – diluted
Year-end financial position (in thousands)
Working capital
Goodwill
Other intangible assets, net
Property, plant and equipment, net
Total assets
Long-term debt and notes payable
Stockholders’ equity
Debt as a percent of total capitalization (3)
Statistics
Employees at year-end (4)
2014
2013 (5)(7)
2012 (6) (7)
2011 (7)
2010 (7)
$
$
2.20
2.16
$
1.34
1.31
$
1.46
1.44
$
1.36
1.34
2.16
2.12
0.45
20.40
37.01
5.02
4.92
0.42
21.17
38.31
1.74
1.72
0.40
14.76
22.46
1.17
1.16
0.34
13.29
24.11
0.86
0.85
0.96
0.95
0.32
13.23
20.67
$1,262,006
179,974
$1,091,566
123,201
$ 928,780
107,131
$ 865,078
101,579
$ 741,741
76,446
14.3%
11.3%
$ 120,541
$
72,321
9.6%
6.6%
$ 118,370
$ 270,527
9.4%
10.3%
24.8%
28.3%
$
$
81,395
57,365
54,791
55,723
65,052
57,304
53,860
54,973
$
$
$
$
$
$
11.5%
79,830
8.6%
95,249
10.3%
12.6%
57,360
37,787
54,626
55,224
$
$
$
11.7%
74,955
8.7%
64,715
7.5%
8.4%
58,904
37,082
55,215
55,932
10.3%
47,784
6.4%
53,278
7.2%
7.7%
52,770
28,759
55,260
55,925
$ 323,306
594,949
554,694
299,435
2,073,885
504,734
1,111,793
$ 276,878
649,697
534,293
302,558
2,123,673
547,424
1,141,414
$ 418,645
579,905
383,972
233,097
1,868,596
646,613
800,118
$ 332,316
366,104
272,092
210,784
1,440,365
346,052
722,400
$ 167,344
384,241
290,798
218,434
1,403,257
357,718
712,119
31.2%
32.4%
44.7%
32.4%
33.4%
4,515
4,331
3,795
3,019
2,797
(1)
Income from continuing operations and net income per common share are based on the weighted average common shares outstanding during each year.
Stockholders’ equity per common share is calculated based on actual common shares outstanding at the end of each year.
(2) Average stockholders’ equity is calculated based on the month-end stockholders equity balances between December 31, 2013 and December 31, 2014
(13 month average).
(3) Debt includes all interest-bearing debt and total capitalization includes interest-bearing debt and stockholders’ equity.
(4) The number of employees at each year-end includes employees of continuing operations and excludes prior employees of the discontinued operations.
(5) During 2013, the Company completed the acquisition of the Männer Business. The results of the Männer Business, from the acquisition on October 31,
2013, have been included within the Company’s Consolidated Financial Statements for the period ended December 31, 2013.
(6) During 2012, the Company completed the acquisition of Synventive. The results of Synventive, from the acquisition on August 27, 2012, have been
included within the Company’s Consolidated Financial Statements for the period ended December 31, 2012.
(7) During 2013, the Company sold the BDNA business within the segment formerly referred to as Distribution. During 2011, the Company sold the BDE
business within the segment formerly referred to as Logistics and Manufacturing Services. The results of the BDNA and the BDE businesses, including
any (loss) gain on the sale of businesses, have been reported through discontinued operations during the respective periods.
17
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion in conjunction with our consolidated financial statements and related notes in
this Annual Report on Form 10-K. In addition to historical information, this discussion contains forward-looking statements
that involve risks, uncertainties, and assumptions that could cause actual results to differ materially from our
expectations. Factors that could cause such differences include those described in the section titled “Risk Factors” and
elsewhere in this report. We undertake no obligation to update any of the forward-looking statements.
OVERVIEW
2014 Highlights
Barnes Group Inc. (the “Company”) achieved sales of $1,262.0 million in 2014, an increase of $170.4 million, or
15.6%, from 2013. In Industrial, the acquisition of the Männer Business on October 31, 2013 provided sales of
$113.7 million during the January through October 2014 period. In Aerospace, sales increased as a result of growth in the
OEM manufacturing business, whereas sales within the aftermarket business remained flat. Organic sales increased by $64.1
million, or 5.9%, with growth in both the Industrial and Aerospace segments.
Operating income increased 46.1% from $123.2 million in 2013 to $180.0 million in 2014 and operating margin
improved from 11.3% in 2013 to 14.3% in 2014. Operating income primarily benefited from the profit contribution of the
acquired Männer business and increased organic sales, partially offset by $8.5 million of short-term purchase accounting
adjustments related to the acquisition of the Männer business and charges of $6.0 million related to the closure of production
operations at its Associated Spring facility located in Saline, Michigan (the “Closure”). Operating income during 2013
included a $8.6 million pre-tax inventory valuation charge related to a specific family of spare parts within the Aerospace
MRO business, $10.5 million of non-recurring stock compensation expenses related to the modification of outstanding equity
awards granted to the former Chief Executive Officer (“CEO Transition Costs”) and $7.3 million in short-term purchase
accounting adjustments and transaction costs related to the acquisition of the Männer business.
In the second quarter of 2014, the Company entered into a Component Repair Program (“CRP”) with its customer,
General Electric (“GE”). This CRP provides for, among other items, the right to sell certain aftermarket component repair
services for CFM56 engines directly to other customers as one of a few GE licensed suppliers. In addition, this CRP extends
existing contracts under which the Company currently provides these services directly to GE. As consideration for these
rights, the Company agreed to pay $80.0 million. The Company has paid $41.0 million in the second quarter of 2014,
$20.0 million in the fourth quarter of 2014 and the remaining payment of $19.0 million will be paid in the second quarter of
2015.
The Company focused on profitable sales growth both organically and through acquisition, in addition to productivity
improvements, as key strategic objectives in 2014. Management continued its focus on cash flow and working capital
management in 2014 and generated $186.9 million in cash flow from operations. The Company continued to make
significant investments in working capital during 2014 to support sales growth, primarily as a result of improving business
conditions in certain end-markets.
Business Transformation
In the fourth quarter of 2013, the Company and two of its subsidiaries (collectively with the Company, the “Purchaser”)
completed the acquisition of the Männer Business (defined below) pursuant to the terms of the Share Purchase and
Assignment Agreement dated September 30, 2013 (“Share Purchase Agreement”) among the Purchaser, Otto Männer
Holding AG, a German company based in Bahlingen, Germany (the “Seller”), and the three shareholders of the Seller
(the “Männer Business”). The Männer Business is a leader in the development and manufacture of high precision molds,
valve gate hot runner systems, and system solutions for the medical/pharmaceutical, packaging, and personal care/health care
industries. The Männer Business includes manufacturing locations in Germany, Switzerland and the United States, and sales
and service offices in Europe, the United States, Hong Kong/China and Japan. Pursuant to the terms of the Share Purchase
Agreement, the Company acquired all the shares of capital stock of the Männer Business for an aggregate purchase price of
€280.7 million ($380.7 million). The acquisition has been integrated into the Industrial segment. See Note 3 of the
Consolidated Financial Statements.
In the second quarter of 2013, the Company completed the sale of its Barnes Distribution North America business
(“BDNA”) to MSC Industrial Direct Co., Inc. (“MSC”) pursuant to the terms of the Asset Purchase Agreement dated
February 22, 2013 (the “APA”) between the Company and MSC. The total cash consideration received for BDNA was
$537.8 million, net of transaction costs and closing adjustments paid. See Note 2 of the Consolidated Financial Statements.
18
In the first quarter of 2013, the Company realigned its reportable business segments by transferring the Associated
Spring Raymond business (“Raymond”), its remaining business within the former Distribution segment, to the Industrial
segment. Raymond sells, among other products, springs that are manufactured by one of the Industrial businesses.
Accordingly, the Company reports under two global business segments: Industrial and Aerospace. See Note 20 of the
Consolidated Financial Statements.
During the third quarter of 2012, the Company completed its acquisition of Synventive Molding Solutions
(“Synventive”) for an aggregate purchase price of $351.5 million. Synventive is a leading designer and manufacturer of
highly engineered and customized hot runner systems and components and provides related services. The acquisition has
been integrated into the Industrial segment. See Note 3 of the Consolidated Financial Statements.
All previously reported financial information has been adjusted on a retrospective basis to reflect the segment
realignment and the discontinued operations for all years presented.
Management Objectives
Management continues to focus on three key areas of development: employees, processes and results which, in
combination, are expected to generate long-term value for the Company’s stockholders and our customers. The Company’s
strategies for growth include both organic growth from new products, services, markets and customers, and growth from
acquisitions. The Company’s strategies for profitability include employee engagement and empowerment to drive
productivity and process initiatives, such as the application of new technologies, automation and innovation, intensified focus
on intellectual property as a core differentiator, and efficiency and cost-saving measures. A key component of the Company’s
culture is the Barnes Enterprise System (BES), the Company’s operating system which drives alignment and fosters
continuous improvement, collaboration and innovation throughout the global organization.
Acquisitions and strategic relationships with our customers have been a key growth driver for the Company, and it
continues to seek alliances which foster long-term business relationships. In addition, the Company looks to grow from
expanding its geographic reach, commercializing new products and services, and extending into new or adjacent markets.
The Company continually evaluates its existing portfolio to optimize product offerings and maximize value.
Our Business
The Company consists of two operating segments: Industrial and Aerospace. In both of these businesses, the Company
is among the leaders in the market niches served.
Key Performance Indicators
Management evaluates the performance of its reportable segments based on the sales, operating profit and operating
margins of the respective businesses, which includes net sales, cost of sales, selling and administrative expenses and certain
components of other income and other expenses, as well as the allocation of corporate overhead expenses. All segments have
standard key performance indicators (“KPIs”), a number of which are focused on customer metrics (on-time-delivery and
quality), internal effectiveness and efficiency metrics (sales per employee, productivity, cost of quality, days working capital
and controllable expenses), employee safety-related metrics (total recordable incident rate and lost time incident rate), and
specific KPIs on profitable growth.
Key Industry Data
In both segments, management tracks a variety of economic and industry data as indicators of the health of a particular
sector.
At Industrial, key data for the manufacturing operations include the Institute for Supply Management’s manufacturing
PMI Composite Index (and similar indices for European and Asian-based businesses); the Federal Reserve’s Industrial
Production Index (“the IPI”); the production of light vehicles, both in the U.S. and globally; worldwide light vehicle new
model introductions and existing model refreshes; North American medium and heavy duty vehicle production; compressor
build forecasts; and global GDP growth forecasts.
At Aerospace, management of the aftermarket aerospace operations monitors the number of aircraft in the active fleet,
the number of planes temporarily or permanently taken out of service, aircraft utilization rates for the major airlines, engine
19
shop visits, airline profitability, aircraft fuel costs and traffic growth. The Aerospace OEM business regularly tracks orders
and deliveries for each of the major aircraft manufacturers, as well as engine purchases made for new aircraft. Management
also monitors annual appropriations for the U.S. military related to purchases of new or used aircraft and engine components.
RESULTS OF OPERATIONS
Sales
($ in millions)
Industrial
Aerospace
Total
2014 vs. 2013:
2014
2013
$ Change % Change
2012
$ 822.1
440.0
$ 687.6
404.0
$134.5
35.9
19.6% $538.3
8.9% 390.5
$1,262.0
$1,091.6
$170.4
15.6% $928.8
The Company reported net sales of $1,262.0 million in 2014, an increase of $170.4 million, or 15.6%, from 2013. The
Männer Business, acquired on October 31, 2013, provided sales of $113.7 million during the January through October 2014
period. In Aerospace, sales increased as a result of growth in the OEM manufacturing and the aftermarket MRO business,
partially offset by declines within the aftermarket spare parts business. Organic sales increased by $64.1 million, or 5.9%.
Organic growth within the Industrial segment benefited from favorable light vehicle and tool and die end-markets, whereas
Aerospace growth within the OEM business resulted from continued strength in demand for new engines, driven by
increased commercial aircraft production. The strengthening of the U.S. dollar against foreign currencies as compared to
2013 decreased net sales by $7.3 million in 2014. The Company’s international sales increased 29.3% year-over-year,
primarily due to the acquisition of the Männer Business, while domestic sales increased 4.3%. Excluding the impact of
foreign currency translation on sales, the Company’s international sales in 2014 increased 30.7% from 2013.
2013 vs. 2012:
The Company reported net sales of $1,091.6 million in 2013, an increase of $162.8 million, or 17.5%, from 2012. The
acquisition of Synventive on August 27, 2012 provided an incremental $108.5 million of sales during the January through
August 2013 period. The Männer Business, acquired on October 31, 2013, provided sales of $18.9 million during the
November through December 2013 period. In Aerospace, sales increased as a result of growth in the OEM manufacturing
business, partially offset by declines within the aftermarket business. Organic sales increased by $35.3 million, or 3.8%, with
growth in both the Industrial and Aerospace segments, resulting primarily from increased global automotive production and
strengthening within the geographic markets into which the Company sells. The weakening of the U.S. dollar against foreign
currencies as compared to 2012 increased net sales by $0.1 million in 2013. The Company’s international sales increased
24.3% year-over-year while domestic sales increased 12.0%.
Expenses and Operating Income
($ in millions)
Cost of sales
% sales
Gross profit (1)
% sales
Selling and administrative expenses
% sales
Operating income
% sales
(1) Sales less cost of sales
2014 vs. 2013:
2014
2013
$ Change
% Change
2012
$
$
$
$
$
$
$
$
829.6
65.7%
432.4
34.3%
252.4
20.0%
180.0
14.3%
$
$
$
$
738.2
67.6%
353.4
32.4%
230.2
21.1%
123.2
11.3%
91.5
79.0
22.2
56.8
12.4% $
22.3% $
9.6% $
46.1% $
655.7
70.6%
273.1
29.4%
166.0
17.9%
107.1
11.5%
Cost of sales in 2014 increased 12.4% from 2013, while gross profit margin increased from 32.4% in 2013 to 34.3% in
2014. Gross margins improved at Industrial and at Aerospace. Cost of sales in 2013 included a third quarter $8.6 million pre-
tax inventory valuation charge related to a specific family of spare parts within the repair and overhaul business at
20
Aerospace. The acquisition of the Männer Business also resulted in a higher percentage of sales being driven by Industrial
during 2014. Gross profit benefits from the Männer Business in 2014 were partially offset by $4.5 million of short-term
purchase accounting adjustments related to the acquisition of the Männer Business and charges of $5.4 million related to the
Closure of the Saline operations. During 2013, gross profit was partially offset by $3.6 million in short-term purchase
accounting adjustments related the Männer Business. Selling and administrative expenses increased 9.6% from 2013 due
primarily to the incremental operations of the Männer business, $4.0 million of short-term purchase accounting adjustments
related to the acquisition of the Männer Business and $0.6 million of charges related to the closure of the Saline operations.
During 2013, selling and administrative expenses also included $3.7 million in short-term purchase accounting adjustments
and transaction costs related to the Männer Business and CEO transition costs of $10.5 million. As a percentage of sales,
selling and administrative costs decreased from 21.1% in 2013 to 20.0% in 2014. Operating margin was 14.3% in 2014
compared to 11.3% in 2013.
2013 vs. 2012:
Cost of sales in 2013 increased 12.6% from 2012, while gross profit margin increased from 29.4% in 2012 to 32.4% in
2013. Gross margins improved at Industrial and declined at Aerospace. During both 2013 and 2012, gross margins were
negatively impacted by the short-term purchase accounting adjustments related to the acquisitions of the Männer and the
Synventive businesses, respectively. The acquisitions of the Männer and Synventive businesses also resulted in a higher
percentage of sales, as well as higher gross profit as a percentage of sales, being driven by Industrial during 2013. Gross
margin benefits from the Männer and Synventive businesses were partially offset by an $8.6 million pre-tax inventory
valuation charge related to a specific family of spare parts within the Aerospace repair and overhaul business. Selling and
administrative expenses increased 38.7% from 2012 due primarily to the incremental operations of the Männer and
Synventive businesses and CEO transition costs of $10.5 million. As a percentage of sales, selling and administrative costs
increased from 17.9% in 2012 to 21.1% in 2013. Operating margin was 11.3% in 2013 compared to 11.5% in 2012.
Interest expense
2014 vs. 2013:
Interest expense in 2014 decreased $1.7 million to $11.4 million from 2013, primarily a result of lower average
borrowing rates, partially offset by higher average borrowings under the Amended Credit Facility, as defined below.
2013 vs. 2012:
Interest expense in 2013 increased $0.9 million to $13.1 million from 2012, primarily a result of higher average
borrowing rates, partially offset by lower average borrowings under the Amended Credit Facility.
Other expense (income), net
2014 vs. 2013:
Other expense (income), net in 2014 was $2.1 million compared to $2.5 million in 2013.
2013 vs. 2012:
Other expense (income), net in 2013 was $2.5 million compared to $2.6 million in 2012.
Income Taxes
2014 vs. 2013:
The Company’s effective tax rate from continuing operations was 27.6% in 2014 compared with 32.8% in 2013 which
includes the impact of $16.4 million of tax expense related to the April 16, 2013 U.S. Court Decision (Note 14 of the
Consolidated Financial Statements and below). Excluding the impact of the U.S. Tax Court Decision, the Company’s
effective tax rate from continuing operations for 2013 was 17.5%. The remaining increase in the 2014 effective tax rate from
continuing operations is primarily due to a change in the mix of earnings attributable to higher-taxing jurisdictions
(principally in the U.S. and Germany) or jurisdictions where losses cannot be benefited in 2014, the expiration of certain
international tax holidays and the increase in the repatriation of a portion of current year foreign earnings to the U.S. During
2014, the Company repatriated a dividend from a portion of the current year foreign earnings to the U.S. in the amount of
21
$12.5 million compared to $5.0 million in 2013. This increase in the dividend increased tax expense by $3.2 million and
increased the annual effective tax rate by 1.9 percentage points compared to 2013.
In 2015, the Company expects the effective tax rate from continuing operations to increase to approximately 30%
primarily due the expiration of a portion of its international tax holidays.
2013 vs. 2012:
The Company’s effective tax rate from continuing operations was 32.8% in 2013 compared with 13.5% in 2012 and
includes the impact of $16.4 million of tax expense related to the April 16, 2013 U.S. Tax Court Decision (Note 14 of the
Consolidated Financial Statements and below). Excluding the impact of the Tax Court Decision, the Company’s effective tax
rate from continuing operations for 2013 was 17.5%. The remaining increase in the 2013 effective tax rate from continuing
operations is due to the absence of the 2012 reversal of certain foreign valuation allowances and tax rate decreases in certain
foreign jurisdictions, an increase in the Company’s Swedish effective tax rate and the change in the mix of earnings
attributable to higher-taxing jurisdictions or jurisdictions where losses cannot be benefited in 2013. During 2013, the
Company repatriated a dividend from a portion of the current year foreign earnings to the U.S. in the amount of $5.0 million
compared to $8.0 million in 2012. This decrease in the dividend reduced tax expense by $0.9 million and decreased the
annual effective tax rate by 0.8 percentage points compared to 2012.
See Note 14 of the Consolidated Financial Statements for a reconciliation of the U.S. federal statutory income tax rate to
the consolidated effective income tax rate.
On April 16, 2013, the United States Tax Court rendered an unfavorable decision in the matter Barnes Group Inc. and
Subsidiaries v. Commissioner of Internal Revenue (“Tax Court Decision”). The Tax Court rejected the Company’s
objections and imposed penalties. The case involved IRS proposed adjustments of approximately $16.5 million, plus a 20%
penalty and interest for the tax years 1998, 2000 and 2001.
The case arose out of an Internal Revenue Service (“IRS”) audit for the tax years 2000 through 2002. The adjustment
relates to the federal taxation of foreign income of certain foreign subsidiaries. The Company filed an administrative protest
of these adjustments. In the third quarter of 2009, the Company was informed that its protest was denied and a tax assessment
was received from the Appeals Office of the IRS. Subsequently, in November 2009, the Company filed a petition against the
IRS in the United States Tax Court, contesting the tax assessment. A trial was held and all briefs were filed in 2012. In April
2013 the Tax Court Decision was then issued rendering an unfavorable decision against the Company and imposing
penalties. As a result of the unfavorable Tax Court Decision, the Company recorded an additional tax charge during 2013 for
$16.4 million.
In November 2013, the Company made a cash payment of approximately $12.7 million related to tax, interest and
penalties and utilized a portion of its net operating losses. The Company also submitted a notice of appeal of the Tax Court
Decision to the United States Court of Appeals for the Second Circuit. The Company filed its opening brief with the United
States Court of Appeals for the Second Circuit on February 13, 2014 and presented its oral arguments on October 1, 2014.
On November 5, 2014, the Second Circuit upheld the Tax Court Decision. The Company has decided not to litigate this
matter further.
Discontinued Operations
In April 2013, the Company completed the sale of BDNA to MSC pursuant to the terms of the APA between the
Company and MSC. The total cash consideration received for BDNA was $537.8 million, net of transaction costs and closing
adjustments paid. The net after-tax proceeds were $419.1 million after consideration of certain post closing adjustments,
transaction costs and income taxes. The Company made estimated income tax payments of $130.0 million related to the gain
on sale during 2013 and recorded an income tax receivable of $12.6 million in the Consolidated Balance Sheet as of
December 31, 2013. The Company has since elected to apply the income tax receivable to future tax filings.
In December 2011, the Company completed the sale of its BDE business to Berner SE (the “Purchaser”), headquartered
in Kunzelsau, Germany, in a cash transaction pursuant to a Share and Asset Purchase Agreement (“SPA”). The Company
received gross proceeds of $33.4 million, which represented the initial stated purchase price, and which yielded net cash
proceeds of $22.5 million after transaction costs, employee transaction related costs, closing adjustments and net cash sold,
of which €9.0 million was placed in escrow. The funds would be released from escrow on August 31, 2012 unless there were
any then pending claims. Cash related to a pending claim would remain in escrow until a final determination of the claim had
been made.
22
In August 2012, the Purchaser of BDE provided a notice of breach of various warranties to the Company. The Company
rejected the Purchaser’s notice and demanded release of the full escrow on August 31, 2012. The Purchaser refused to release
the full escrow, and only €3.9 million plus interest was released whereas €5.1 million plus interest remained in escrow. The
cash was restricted and recorded in other assets at December 31, 2013. The Company settled the pending claim on
September 24, 2014 and entered into an agreement to pay the Purchaser €1.25 million of the proceeds that were held in
escrow. The remaining funds of €3.85 million were no longer restricted within escrow effective September 24, 2014 and
were subsequently released from escrow on October 6, 2014.
The results of BDNA and the BDE business have been segregated and presented as discontinued operations. See Note 2
of the Consolidated Financial Statements.
Income and Income Per Share
(in millions, except per share)
Income from continuing operations
(Loss) income from discontinued operations, net of income taxes
Net income
Per common share:
Basic:
2014
2013
Change % Change
2012
$120.5
(2.2)
$ 72.3
198.2
$ 48.2
(200.4)
66.7% $79.8
15.4
NM
$118.4
$270.5
$(152.2)
(56.2)% $95.2
Income from continuing operations
(Loss) income from discontinued operations, net of income taxes
$ 2.20
(0.04)
$ 1.34
3.68
$ 0.86
(3.72)
64.2% $1.46
0.28
NM
Net income
Diluted:
$ 2.16
$ 5.02
$ (2.86)
(57.0)% $1.74
Income from continuing operations
(Loss) income from discontinued operations, net of income taxes
$ 2.16
(0.04)
$ 1.31
3.61
$ 0.85
(3.64)
64.9% $1.44
0.28
NM
Net income
$ 2.12
$ 4.92
$ (2.80)
(56.9)% $1.72
Weighted average common shares outstanding:
Basic
Diluted
NM – Not Meaningful
54.8
55.7
53.9
55.0
0.9
0.7
1.7% 54.6
1.4% 55.2
In 2014, basic and diluted income from continuing operations per common share increased 64.2% and 64.9%,
respectively. The increases were directly attributable to the increase in income from continuing operations year over year.
Basic weighted average common shares outstanding increased due to the issuance of additional shares for employee stock
plans and the issuance of 1,032,493 shares in connection with the acquisition of the Männer Business in 2013. The impact of
these issuances was partially offset by the repurchase of 220,794 shares during 2014 as part of the publicly announced
repurchase program. Diluted weighted average common shares outstanding increased as a result of the increase in basic
weighted average common shares outstanding, partially offset by a decrease in potentially issuable shares.
Financial Performance by Business Segment
Industrial
($ in millions)
Sales
Operating profit
Operating margin
2014 vs. 2013:
2014
2013
$ Change
% Change
2012
$
$
822.1
108.4
13.2%
$
687.6
71.9
10.5%
134.5
36.5
19.6% $
50.7%
538.3
49.3
9.1%
Sales at Industrial were $822.1 million in 2014, an increase of 19.6% from 2013. The Männer Business, acquired on
October 31, 2013, provided sales of $113.7 million during the January through October 2014 period, and segment organic
sales increased by $28.1 million, or 4.1%, during 2014. Organic growth resulted from favorable light vehicle and tool and die
end-markets and strengthening within the geographic markets into which the Company sells. The impact of foreign currency
translation decreased sales by approximately $7.3 million as the U.S. dollar strengthened against foreign currencies.
23
Operating profit in 2014 at Industrial was $108.4 million, an increase of 50.7% from 2013. Operating profit benefited
from the profit contributions of the acquired Männer Business and increased organic sales, and was partially offset by
charges of $6.0 million related to the closure of the Saline operations and $8.5 million of short-term purchase accounting
adjustments related to the acquisition of the Männer Business. During 2013, operating profits were partially offset by $7.3
million in short-term purchase accounting adjustments and transaction costs related the Männer Business and CEO transition
costs of $6.6 million that were allocated to the segment during the year.
Outlook:
In the Industrial manufacturing businesses, management is focused on generating organic sales growth through the
introduction of new products and by leveraging the benefits of the diversified products and industrial end-markets in which
its businesses have a global presence. The Company also remains focused on sales growth through acquisition and expanding
geographic reach. Synventive, acquired in 2012, adds innovative products and services and has expanded the Company’s
global marketplace presence. The Männer Business, acquired in 2013, further provides additional differentiated products and
services through the manufacture of high precision molds, valve gate hot runner systems, and system solutions for the
medical/pharmaceutical, packaging, and personal care/health care industries. Our ability to generate sales growth is subject to
economic conditions in the global markets served by all of our businesses and may be impacted by fluctuations in foreign
currencies. Order activity in certain end-markets may provide extended sales growth. Strategic investments in new
technologies, manufacturing processes and product development are expected to provide incremental benefits in the long
term. The Company is currently in the process of negotiating a collective bargaining agreement (“CBA”) with certain
unionized employees at the Bristol, CT and Corry, PA facilities, which are located within the Associated Spring business
unit. The current CBA expired on November 30, 2014, and we continue to negotiate a successor agreement.
Operating profit is largely dependent on the sales volumes and mix within all businesses of the segment. Management
continues to focus on improving profitability through leveraging organic sales growth, acquisitions, pricing initiatives, and
productivity and process improvements. Costs associated with increases in new product and process introductions, strategic
investments and the integration of acquisitions may negatively impact operating profit.
2013 vs. 2012:
Sales at Industrial were $687.6 million in 2013, an increase of 27.7% from 2012. The acquisition of Synventive on
August 27, 2012 provided an incremental $108.5 million of sales during the January through August 2013 period. The
Männer Business, acquired on October 31, 2013, provided sales of $18.9 million during the November through December
2013 period, and organic sales increased by $21.8 million, or 4.0%, during 2013. Organic growth resulted from increased
global automotive production and strengthening within the geographic markets into which the Company sells. The impact of
foreign currency translation increased sales by approximately $0.1 million as the U.S. dollar weakened against foreign
currencies.
Operating profit in 2013 at Industrial was $71.9 million, an increase of 46.0% from 2012. Operating profit primarily
benefited from the profit contributions of the acquired Synventive and Männer businesses, the profit contribution of
increased organic sales, favorable pricing and improved productivity. Operating income during 2012 included $5.9 million of
short-term purchase accounting adjustments and transaction costs resulting from the acquisition of Synventive. During 2013,
operating profit results were partially offset by $7.3 million in short-term purchase accounting adjustments and transaction
costs related to the acquisition of the Männer Business during the fourth quarter and CEO transition costs of $6.6 million that
were allocated to the segment during the first quarter.
Aerospace
($ in millions)
Sales
Operating profit
Operating margin
2014 vs. 2013:
2014
2013
$ Change
% Change
2012
$
$
440.0
71.6
16.3%
$
404.0
51.3
12.7%
35.9
20.3
8.9% $
39.6%
390.5
57.9
14.8%
Aerospace recorded sales of $440.0 million in 2014, a 8.9% increase from 2013. A sales increase in the OEM business
and the aftermarket MRO business was partially offset by slightly lower sales in the aftermarket spare parts business.
24
Increased sales within the OEM business reflected continued strength in demand for new engines, driven by increased
aircraft production. Sales in the MRO business benefited primarily from the Component Repair Programs (“CRPs”) that were
executed in December 2013 and June 2014.
Operating profit at Aerospace increased 39.6% from 2013 to $71.6 million. Operating profit benefited from increased
sales in the OEM business and increased sales in the MRO business, primarily due to the profit impact of the CRPs. These
benefits were partially offset by an increase in employee related costs, primarily due to incentive compensation. Operating
profit in 2013 also included a $8.6 million pre-tax inventory valuation charge related to a specific family of spare parts
within the MRO business and CEO transition costs of $3.9 million allocated to the segment.
Outlook:
The Aerospace OEM business is focused on the pursuit of new engine programs and increasing content on existing
platforms. Sale growth is driven by its order backlog through participation in certain strategic commercial and military
engine and airframe programs. Sales are based on the general state of the aerospace market driven by the worldwide
economy. Backlog in the Aerospace OEM business declined to $518.6 million at December 31, 2014 from $549.1 million at
December 31, 2013, with approximately 61% expected to be shipped in the next 12 months. The Aerospace OEM business
may be impacted by adjustments of customer inventory levels, commodity availability and pricing, changes in the content
levels on certain platforms, including insourcing, and changes in production schedules of specific engine and airframe
programs. Sales levels in the Aerospace aftermarket MRO business are expected to be impacted by fluctuations in end-
market demand and changes in customer insourcing. Management continues to believe its Aerospace aftermarket business is
competitively positioned based on well-established long-term customer relationships, including maintenance and repair
contracts in the MRO business and long-term RSPs and CRPs, expanded capabilities and current capacity levels.
Management is focused on growing operating profit at Aerospace primarily through organic sales growth, productivity
initiatives, new product introductions and continued cost management. Operating profit is expected to be affected by the
profit impact of changes in sales volume, mix and pricing, particularly as it relates to the highly profitable aftermarket RSP
spare parts business, and investments made in each of its businesses. Management actively manages commodity price
increases through pricing actions and other productivity initiatives. Costs associated with increases in new product
introductions and the physical transfer of work to lower cost manufacturing regions may also negatively impact operating
profit.
2013 vs. 2012:
Aerospace recorded sales of $404.0 million in 2013, a 3.5% increase from 2012. A sales increase in the OEM business
was partially offset by lower sales in the aftermarket business and unfavorable pricing across the segment. Within
aftermarket, sales declined in both the repair and overhaul business and the spare parts business. Increased sales within the
OEM business reflected strengthened demand for new engines, driven by increased aircraft production whereas a decline in
sales within the aftermarket business was driven by an unfavorable trend of deferred maintenance.
Operating profit at Aerospace decreased 11.3% from 2012 to $51.3 million. The operating profit benefits of increased
sales in the OEM business and lower employee related costs, primarily due to incentive compensation as a result of the level
of the Company’s pre-established annual performance targets, were more than offset by a third quarter $8.6 million pre-tax
inventory valuation charge related to a specific family of spare parts within the repair and overhaul business, the profit
impact of lower sales in the aftermarket businesses, increased costs of new product introductions within the OEM and MRO
businesses and CEO transition costs of $3.9 million allocated to the segment during the first quarter of 2013. In assessing
inventory valuation for the specific family of spare parts used to support its MRO business, management takes into
consideration the required level of exchange inventory to meet customer needs, current market pricing and demand, which
depend on the frequency and scope of repair and maintenance of aircraft engines, the number and age of engines in the
installed fleet and the various market channels. During the third quarter, after consideration of the Company’s plans to
effectively access various markets in the near term, the Company recorded the valuation charge to reduce the carrying value
of the inventory to its estimated net realizable value to reflect current market pricing in readily accessible channels.
LIQUIDITY AND CAPITAL RESOURCES
Management assesses the Company’s liquidity in terms of its overall ability to generate cash to fund its operating and
investing activities. Of particular importance in the management of liquidity are cash flows generated from operating
activities, capital expenditure levels, dividends, capital stock transactions, effective utilization of surplus cash positions
overseas and adequate lines of credit.
25
The Company’s ability to generate cash from operations in excess of its internal operating needs is one of its financial
strengths. Management continues to focus on cash flow and working capital management, and anticipates that operating
activities in 2015 will generate sufficient cash to fund operations. The Company closely monitors its cash generation, usage
and preservation including the management of working capital to generate cash.
On October 15, 2014, the Company entered into a Note Purchase Agreement (“Note Purchase Agreement”), among the
Company and New York Life Insurance Company, New York Life Insurance and Annuity Corporation and New York Life
Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C), as purchasers, for
the issuance of $100.0 million aggregate principal amount of 3.97% Senior Notes due October 17, 2024 (the “3.97% Senior
Notes”). The Company completed funding of the transaction and issued the 3.97% Senior Notes on October 17, 2014. The
3.97% Senior Notes are senior unsecured obligations of the Company and will pay interest semi-annually on April 17 and
October 17 of each year at an annual rate of 3.97%. The 3.97% Senior Notes will mature on October 17, 2024 unless earlier
prepaid in accordance with their terms. Subject to certain conditions, the Company may, at its option, prepay all or any part
of the 3.97% Senior Notes in an amount equal to 100% of the principal amount of the 3.97% Senior Notes so prepaid, plus
any accrued and unpaid interest to the date of prepayment, plus the Make-Whole Amount, as defined in the Note Purchase
Agreement, with respect to such principal amount being prepaid. The Note Purchase Agreement contains customary
affirmative and negative covenants that are similar to the covenants required under the Amended Credit Agreement, as
discussed below. At December 31, 2014, the Company was in compliance with all covenants under the Note Purchase
Agreement.
During the second quarter of 2014, the 3.375% Convertible Notes (the “3.375% Notes”) were eligible for conversion
due to meeting their conversion price eligibility requirement. On June 16, 2014, $0.2 million of the 3.375% Notes (par value)
were surrendered for conversion. On June 24, 2014, the Company exercised its right to redeem the remaining $55.4 million
principal amount of the 3.375% Notes, effective July 31, 2014. The Company elected to pay cash to holders of the 3.375%
Notes surrendered for conversion, including the value of any residual value shares of common stock that might be payable to
the holders electing to convert their 3.375% Notes into an equivalent share value. Under the terms of the indenture, the
conversion value was measured based upon a 20-day valuation period of the Company’s stock price. The Company used
borrowings under its Amended Credit Facility to finance the redemption and conversion of the 3.375% Notes. The 3.375%
Notes were rendered for conversion during the third quarter of 2014 and the Company paid $70.5 million in cash to the
holders, which included a premium of $14.9 million.
In September 2011, the Company entered into an amended and restated revolving credit agreement (the “Amended
Credit Agreement” or “Amended Credit Facility”) with Bank of America, N.A. as the administrative agent. The Amended
Credit Agreement increased the borrowing availability of the Amended Credit Facility from $400,000 to $500,000 and
extended the expiration date of the Amended Credit Facility by four years from September 2012 to September 2016. In
July 2012, the Company executed a $250,000 accordion feature that was available under the Amended Credit Agreement
increasing the available amount under the Amended Credit Facility to $750,000. On September 27, 2013, the Company
entered into a second amendment to the Amended Credit Agreement (the “Second Amendment”) and retained Bank of
America, N.A. as administrative agent for the lenders. The Second Amendment extends the maturity date of the debt facility
by two years from September 2016 to September 2018 and includes an option to extend the maturity date for an additional
year, subject to certain conditions. The Second Amendment also adds a new foreign subsidiary borrower in Germany, Barnes
Group Acquisition GmbH, maintains the borrowing availability of the Company at $750.0 million and adds an accordion
feature to increase this amount to $1,000.0 million. The borrowing availability of $750.0 million, pursuant to the terms of the
Second Amendment, allows for Euro-denominated borrowings equivalent to $500.0 million. The Company may exercise the
accordion feature upon request to the Administrative Agent as long as an event of default has not occurred or is continuing.
Borrowings under the Second Amendment continue to bear interest at LIBOR plus a spread ranging from 1.10% to 1.70%.
The Company paid fees and expenses of $1.3 million in conjunction with executing the Second Amendment; such fees were
deferred and are being amortized into interest expense on the accompanying Consolidated Statements of Income through its
maturity.
The Company’s borrowing capacity may be limited by various debt covenants in the Amended Credit Agreement and
the Note Purchase Agreement, certain of which have been amended in September 2013. The Second Amendment requires the
Company to maintain a ratio of Consolidated Senior Debt, as defined in the Second Amendment, to Consolidated EBITDA,
as defined, of not more than 3.25 times at the end of each fiscal quarter (“Senior Debt Ratio”), a ratio of Consolidated Total
Debt, as defined, to Consolidated EBITDA of not more than 4.00 times at the end of each fiscal quarter, and a ratio of
Consolidated EBITDA to Consolidated Cash Interest Expense, as defined, of not less than 4.25 times at the end of each fiscal
quarter. The Second Amendment also provides that in connection with certain permitted acquisitions with aggregate
consideration in excess of $150.0 million, the Consolidated Senior Debt to EBITDA ratio and the Consolidated Total Debt to
26
EBITDA ratio are permitted to increase to 3.50 times and 4.25 times, respectively, for a period of the four fiscal quarters
ending after the closing of the acquisition. At December 31, 2014, the Company was in compliance with all covenants under
the Second Amendment. The Company’s most restrictive financial covenant is the Senior Debt Ratio which requires the
Company to maintain a ratio of Consolidated Senior Debt to Consolidated EBITDA of not more than 3.25 times at
December 31, 2014. The actual ratio at December, 2014 was 1.84 times.
Operating cash flow may be supplemented with external borrowings to meet near-term business expansion needs and
the Company’s current financial commitments. The Company has assessed its credit facilities in conjunction with the
September 27, 2013 amendment and currently expects that its bank syndicate, comprised of 17 banks, will continue to
support its Amended Credit Agreement which matures in September 2018. At December 31, 2014, the Company had
$356.5 million unused and available for borrowings under its $750.0 million Amended Credit Facility, subject to covenants
in the Company’s debt agreements. At December 31, 2014, additional borrowings of $595.3 million of Total Debt and
$389.0 million of Senior Debt would have been allowed under the financial covenants. On October 17, 2014 the proceeds of
the 3.97% Senior Notes were used to pay down the Amended Credit Facility. The Company intends to use borrowings under
its Amended Credit Facility to support the Company’s ongoing growth initiatives. The Company believes its credit facilities
and access to capital markets, coupled with cash generated from operations, are adequate for its anticipated future
requirements.
The Company had $7.6 million in borrowings under short-term bank credit lines at December 31, 2014.
In 2012, the Company entered into five-year interest rate swap agreements (the “2012 interest rate swaps”) transacted
with three banks which together convert the interest on the first $100.0 million of borrowings under the Company’s
Amended Credit Agreement from a variable rate plus the borrowing spread to a fixed rate of 1.03% plus the borrowing
spread. The 2012 interest rate swaps mitigate the Company’s exposure to variable interest rates. At December 31, 2014, the
Company’s total borrowings were comprised of approximately 40% fixed rate debt and 60% variable rate debt compared to
29% fixed rate debt and 71% variable rate debt as of December 31, 2013.
The funded status of the Company’s pension plans is dependent upon many factors, including actual rates of return that
impact the fair value of pension assets and changes in discount rates that impact projected benefit obligations. The funded
status of the pension plans declined by $60.6 million in 2014, primarily as a result of an increase in the projected benefit
obligations (“PBOs”) following an update of certain actuarial assumptions, including assumptions related to lower discount
rates and an improvement in mortality rates. At December 31, 2014, the total unfunded status of the defined benefit pension
plans was $60.7 million. The Company recorded a $42.0 million non-cash after-tax decrease in stockholders’ equity
(through other non-owner changes to equity) to record the current year adjustments for changes in the funded status of its
pension and postretirement benefit plans as required under the applicable accounting standards for defined benefit pension
and other postretirement plans. In 2014, the Company made approximately $7.6 million in contributions to its various
defined benefit pension plans. The Company expects to contribute approximately $5.2 million to its various defined benefit
pension plans in 2015. See Note 12 of the Consolidated Financial Statements.
At December 31, 2014, the Company held $46.0 million in cash and cash equivalents. The majority of this cash was
held by foreign subsidiaries. These amounts have no material regulatory or contractual restrictions and are expected to
primarily fund international investments and repay foreign borrowings. During 2014, the Company repatriated $12.5 million
of current year foreign earnings to the U.S.
Any future acquisitions are expected to be financed through internal cash, borrowings and equity, or a combination
thereof. Additionally, we may from time to time seek to retire or repurchase our outstanding debt through cash purchases
and/or exchanges for equity securities, in open market purchases, under a Rule 10b5-1 trading plan, privately negotiated
transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity
requirements, contractual restrictions and other factors.
Cash Flow
($ in millions)
Operating activities
Investing activities
Financing activities
Exchange rate effect
(Decrease) increase in cash
NM – Not meaningful
2014
2013
$ Change
% Change
2012
$
$
$
186.9
(124.2)
(83.5)
(3.9)
$
10.1
157.4
(182.8)
(0.2)
176.8
(281.7)
99.3
(3.7)
NM $
NM
(54.3)%
NM
136.4
(332.8)
219.3
1.0
(24.8) $
(15.5) $
(9.3)
60.1% $
23.9
27
Operating activities provided $186.9 million in cash in 2014 compared to $10.1 million in 2013. Operating cash flows in
the 2013 period were negatively impacted by $130.0 million of income tax payments related to the gain on the sale of
BDNA. The cash proceeds from the sale are reflected in investing activities in the 2013 period. Operating cash flows in the
2013 period were also negatively impacted by a cash payment of approximately $12.7 million for tax, interest and penalties
related to the Tax Court Decision. In the 2014 period, operating cash flows were positively impacted by improved operating
performance as well as an increase in accrued liabilities, as compared to the 2013 period, due in part to an increase in
accruals for employee incentive compensation.
Investing activities used $124.2 million in cash in 2014 and provided $157.4 million in 2013. Cash provided by
investing activities in 2013 includes proceeds of $538.9 million from the sale of BDNA, net of transaction costs and closing
adjustments (see Note 2 of the Consolidated Financial Statements), which were partially offset by a cash outflow of
$307.3 million to fund the acquisition of the Männer Business (see Note 3 of the Consolidated Financial Statements).
Investing activities in 2014 include the release of $4.9 million of escrow funds related to the 2011 sale of the BDE business
(see Note 2 of the Consolidated Financial Statements). Investing activities in 2014 and 2013 also include cash outflows of
$70.1 million and $16.6 million, respectively, related to the Component Repair Programs (“CRPs”). See Note 6 of the
Consolidated Financial Statements. Capital expenditures in 2014 were $57.4 million compared to $57.3 million in 2013. The
Company expects capital spending in 2015 to approximate $60 million.
Cash used by financing activities in 2014 included a net decrease in borrowings of $32.0 million compared to
$107.7 million in 2013. Financing activities in the 2014 period include the redemption of the convertible debt which is
reflected within payments on long-term debt ($55.6 million par value) and premium paid on convertible debt redemption
($14.9 million) which were financed through borrowings under the Amended Credit Facility. Financing activities in the 2014
period also include the payment of an assumed liability to the seller in connection with the acquisition of the Männer
Business. In the 2013 period, the reduction of debt reflects the use of proceeds from the BDNA sale to reduce borrowings.
Incremental borrowings of €148.9 million ($202.3 million) were used to fund a portion of the Männer Business acquisition in
October 2013.
Proceeds from the issuance of common stock decreased $2.0 million in the 2014 period from the 2013 period primarily
as a result of lower stock option exercises in the 2014 period. During the 2014 period, the Company repurchased 0.2 million
shares of the Company’s stock at a cost of $8.4 million. Stock repurchases of 2.4 million shares during the 2013 period cost
$68.6 million. Total cash used to pay dividends increased to $24.5 million in 2014 compared to $22.4 million in 2013
primarily due to dividend rate increases. Cash used by financing activities in the 2014 and 2013 periods was partially offset
by $4.9 million and $3.9 million, respectively, in excess tax benefits recorded for current year tax deductions related to
employee stock plan activity. Cash used by financing activities in the 2014 and 2013 periods also includes $0.1 million and
$1.3 million, respectively, of deferred financing fees paid in connection with the issuance of the 3.97% Senior Notes in 2014
and the Amended Credit Agreement in 2013.
Debt Covenants
Borrowing capacity is limited by various debt covenants in the Company’s debt agreements. As of December 31, 2014,
the most restrictive financial covenant is included within the Amended Credit Agreement and requires the Company to
maintain a maximum ratio of Consolidated Senior Debt, as defined, to Consolidated EBITDA, as defined, of not more than
3.25 times for the four fiscal quarters then ending. The Company’s Amended Credit Agreement also contains other financial
covenants that require the maintenance of a certain other debt ratio, Consolidated Total Debt, as defined, to Consolidated
EBITDA of not more than 4.00 times and a certain interest coverage ratio, Consolidated EBITDA to Consolidated Cash
Interest Expense, as defined, of at least 4.25 times, at December 31, 2014. The Amended Credit Agreement also provides that
in connection with certain permitted acquisitions with aggregate consideration in excess of $150.0 million, the Consolidated
Senior Debt to EBITDA ratio and the Consolidated Total Debt to EBITDA ratio are permitted to increase to 3.50 times and
28
4.25 times, respectively, for a period of the four fiscal quarters ending after the closing of the acquisition. Following is a
reconciliation of Consolidated EBITDA, as defined, to the Company’s net income (in millions):
Net income
Add back:
Interest expense
Income taxes
Depreciation and amortization
Adjustment for non-cash stock based compensation
Amortization of Männer acquisition inventory step-up
Restructuring charges
Other adjustments
Consolidated EBITDA, as defined
Consolidated Senior Debt, as defined, as of December 31, 2014
Ratio of Consolidated Senior Debt to Consolidated EBITDA
Maximum
Consolidated Total Debt, as defined, as of December 31, 2014
Ratio of Consolidated Total Debt to Consolidated EBITDA
Maximum
Consolidated Cash Interest Expense, as defined, as of December 31, 2014
Ratio of Consolidated EBITDA to Consolidated Cash Interest Expense
Minimum
2014
$118.4
11.4
46.0
81.4
7.5
3.6
4.3
2.5
$275.0
$504.7
1.84
3.25
$504.7
1.84
4.00
$ 10.7
25.80
4.25
The Amended Credit Agreement allows for certain adjustments within the calculation of the financial covenants. The
restructuring charges represent charges recorded during 2014 related to the closure of production operations at the Associated
Spring facility located in Saline, Michigan. Other adjustments consist of net losses on the sale of assets, net losses from
discontinued operations and due diligence and transaction expenses as permitted under the Amended Credit Agreement. The
Company’s financial covenants are measured as of the end of each fiscal quarter. At December 31, 2014, additional
borrowings of $595.3 million of Total Debt and $389.0 million of Senior Debt would have been allowed under the covenants.
Senior Debt includes primarily the borrowings under the Credit Facility, the 3.97% Senior Notes and the borrowings under
the lines of credit. The Company’s unused credit facilities at December 31, 2014 were $356.5 million.
Contractual Obligations and Commitments
At December 31, 2014, the Company had the following contractual obligations and commitments:
($ in millions)
Long-term debt obligations (1)
Estimated interest payments under long-term
obligations (2)
Operating lease obligations
Purchase obligations (3)
Expected pension contributions (4)
Expected benefit payments – other postretirement
benefit plans (5)
Total
Less than
1 Year
1-3
Years
3-5
Years
More than
5 Years
$
504.7
$
8.9
$
1.9
$
393.9
$
100.0
58.9
27.4
130.2
5.2
36.8
9.4
7.7
123.8
5.2
4.5
18.6
6.6
6.3
—
8.1
11.8
2.7
0.1
—
8.0
19.0
10.4
—
—
16.1
145.6
Total
$
763.1
$
159.5
$
41.5
$
416.6
$
(1) Long-term debt obligations represent the required principal payments under such agreements.
(2)
Interest payments under long-term debt obligations have been estimated based on the borrowings outstanding and market interest rates as of
December 31, 2014.
(3) The amounts do not include purchase obligations reflected as current liabilities on the consolidated balance sheet. The purchase obligation amount
includes all outstanding purchase orders as of the balance sheet date as well as the minimum contractual obligation or termination penalty under other
contracts.
(4) The amount included in “Less Than 1 Year” reflects anticipated contributions to the Company’s various pension plans. Anticipated contributions
beyond one year are not determinable.
(5) The amounts reflect anticipated future benefit payments under the Company’s various other postretirement benefit plans based on current actuarial
assumptions. Expected benefit payments do not extend beyond 2024. See Note 12 of the Consolidated Financial Statements.
29
The above table does not reflect unrecognized tax benefits as the timing of the potential payments of these amounts cannot be determined. See Note 13
of the Consolidated Financial Statements.
OTHER MATTERS
Inflation
Inflation generally affects the Company through its costs of labor, equipment and raw materials. Increases in the costs of
these items have historically been offset by price increases, commodity price escalator provisions, operating improvements,
and other cost-saving initiatives.
Critical Accounting Policies
The preparation of financial statements requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Significant accounting policies are disclosed in Note 1 of the Consolidated Financial Statements.
The most significant areas involving management judgments and estimates are described below. Actual results could differ
from such estimates.
Inventory Valuation: Inventories are valued at the lower of cost, determined on a first-in, first-out basis, or market.
Provisions are made to reduce excess or obsolete inventories to their estimated net realizable value. Loss provisions, if any,
on aerospace contracts are established when estimable. Loss provisions are based on the projected excess of manufacturing
costs over the net revenues of the products or group of related products under contract or purchase order. The Company
carries a certain amount of inventory which includes certain parts related to specific engines within the Aftermarket MRO
business. The process for evaluating the value of excess and obsolete inventory often requires the Company to make
subjective judgments and estimates concerning future sales levels, access to applicable markets, quantities and prices at
which such inventory will be sold in the normal course of business. Accelerating the disposal process or incorrect estimates
of future sales potential may necessitate future adjustments to these provisions.
Business Acquisitions, Indefinite-Lived Intangible Assets and Goodwill: Assets and liabilities acquired in a business
combination are recorded at their estimated fair values at the acquisition date. At December 31, 2014, the Company had
$594.9 million and $36.9 million of goodwill and indefinite-lived intangible assets, respectively. Goodwill represents the cost
of acquisitions in excess of fair values assigned to the underlying net assets of acquired companies. Goodwill and intangible
assets deemed to have indefinite lives are not amortized but are subject to impairment testing annually or earlier if an event
or change in circumstances indicates that the fair value of a reporting unit may have been reduced below its carrying value.
Management completes its annual impairment assessments for goodwill and indefinite-lived intangible assets during the
second and third quarters of each year, respectively. The Company uses the option to first assess qualitative factors to
determine whether it is necessary to perform the two-step quantitative impairment tests in accordance with applicable
accounting standards.
Under the qualitative goodwill assessment, management considers relevant events and circumstances including but not
limited to macroeconomic conditions, industry and market considerations, overall unit performance and events directly
affecting a unit. If the Company determines that the two-step quantitative impairment test is required, management estimates
the fair value of the reporting unit primarily using the income approach, which reflects management’s cash flow projections,
and also evaluates the fair value using the market approach. Inherent in management’s development of cash flow projections
are assumptions and estimates, including those related to future earnings and growth and the weighted average cost of
capital. Based on the second quarter 2014 assessment, the estimated fair values of the Synventive and Männer reporting
units, which were acquired in August 2012 and October 2013, respectively, exceeded their carrying values and the estimated
fair value of the remaining reporting units significantly exceeded their carrying values. There was no goodwill impairment at
any reporting units through June 30, 2014. Many of the factors used in assessing fair value are outside the control of
management, and these assumptions and estimates can change in future periods as a result of both Company-specific and
overall economic conditions. Management’s quantitative assessment during the second quarter of 2014 included a review of
the potential impacts of current and projected market conditions from a market participant’s perspective on reporting units’
projected cash flows, growth rates and cost of capital to assess the likelihood of whether the fair value would be less than the
carrying value. While management expects future operating improvements at certain reporting units to result from improving
end-market conditions, new product introductions and further market penetration, there can be no assurance that such
expectations will be met or that the fair value of the reporting units will continue to exceed their carrying values. If the fair
values were to fall below the carrying values, a non-cash impairment charge to income from operations could result.
Management also performed its annual impairment testing of its trade names, indefinite-lived intangible assets, during the
third quarter of 2014. Based on this assessment, there was no trade name impairment recognized.
30
Aerospace Aftermarket Programs: The Company participates in aftermarket RSPs under which the Company
receives an exclusive right to supply designated aftermarket parts over the life of the related aircraft engine program. As
consideration, the Company has paid participation fees, which are recorded as intangible assets. The carrying value of these
intangible assets was $220.7 million at December 31, 2014. The Company records amortization of the related asset as sales
dollars are being earned based on a proportional sales dollar method. Specifically, this method amortizes each asset as a
reduction to revenue based on the proportion of sales under a program in a given period to the estimated aggregate sales
dollars over the life of that program which reflects the pattern in which economic benefits are realized.
The Company entered into Component Repair Programs (“CRPs”) with General Electric during the fourth quarter of
2013 (“CRP 1”) and the second quarter of 2014 (“CRP 2”). The CRPs provide for, among other items, the right to sell certain
aftermarket component repair services for CFM56, CF6 and LM engines directly to other customers as one of a few
GE licensed suppliers. In addition, the CRPs extend certain existing contracts under which the Company currently provides
these services directly to GE. The Company agreed to pay $26.6 million and $80.0 million as consideration for the rights
related CRP1 and CRP 2, respectively. The Company recorded the CRP payments as an intangible asset which is recognized
as a reduction of sales over the remaining useful life of these engine programs. This method reflects the pattern in which the
economic benefits of the CRPs are realized.
The recoverability of each asset is subject to significant estimates about future revenues related to the program’s
aftermarket parts and services. The Company evaluates these intangible assets for recoverability and updates amortization
rates on an agreement by agreement basis for the RSPs and on an individual asset basis for the CRPs. The assets are reviewed
for recoverability periodically including whenever events or changes in circumstances indicate that their carrying amount
may not be recoverable. Annually, the Company evaluates the remaining useful life of these assets to determine whether
events and circumstances warrant a revision to the remaining periods of amortization. Management updates revenue
projections, which includes comparing actual experience against projected revenue and industry projections. The potential
exists that actual revenues will not meet expectations due to a change in market conditions, including, for example, the
replacement of older engines with new, more fuel-efficient engines or the Company’s ability to capture additional market
share within the aftermarket business. A shortfall in future revenues may indicate a triggering event requiring a write down
or further evaluation of the recoverability of the assets or require the Company to accelerate amortization expense
prospectively dependent on the level of the shortfall. The Company has not identified any impairment of these assets. See
Note 6 of the Consolidated Financial Statements.
Pension and Other Postretirement Benefits: Accounting policies and significant assumptions related to pension and
other postretirement benefits are disclosed in Note 12 of the Consolidated Financial Statements. As discussed further below,
the significant assumptions that impact pension and other postretirement benefits include discount rates, mortality rates and
expected long-term rates of return on invested pension assets.
The following table provides a breakout of the current targeted mix of investments, by asset classification, along with
the historical rates of return for each asset class and the long-term projected rates of return for the U.S. plans.
Asset class
U.S. large cap growth equity
U.S. large cap value equity
U.S. mid cap equity
U.S. small cap – growth equity
U.S. small cap – value equity
Global equity
International Developed market equity
Emerging market equity
Fixed income – long government credit
Fixed income – long credit
Cash
Weighted average
(1) Historical returns based on the life of the respective index, or approximately 30 years.
31
Annual Return %
Target
Asset
Mix %
Historical (1)
Long-
Term
Projection
6
5
4
2
2
13
20
13
15
15
5
10.1
11.1
12.5
8.8
11.8
7.9
5.3
11.4
8.9
8.9
3.6
9.1
8.2
8.2
8.5
9.1
9.1
9.3
9.7
12.4
5.6
5.9
3.0
8.25
The historical rates of return for the Company’s defined benefit plans were calculated based upon compounded average
rates of return of published indices. During the fourth quarter of 2014, the Company approved a change in the targeted mix of
assets. The revised target mix reflects a 65% equity investment target and a 35% aggregate target for fixed income and cash
investments (in aggregate). This represents a strategic investment shift from a 75% equity investment target and 25%
aggregate target for fixed income and cash investments (in aggregate). Within the equity investment of 65%, the Company
has changed its targeted sub-class asset mix from 15% international investments to 45% international equity
investments. Based on the historical and projected rates of return of the revised target asset mix, management selected a
long-term expected rate of return on its U.S. pension assets of 8.25%. The long-term rates of return for non-U.S. plans were
selected based on actual historical rates of return of published indices that were used to measure the plans’ target asset
allocations. Historical rates were then discounted to consider fluctuations in the historical rates as well as potential changes
in the investment environment.
The discount rate used for the Company’s U.S. pension plans reflects the rate at which the pension benefits could be
effectively settled. At December 31, 2014, the Company selected a discount rate of 4.25% based on a bond matching model
for its U.S. pension plans. Market interest rates have decreased in 2014 as compared with 2013 and, as a result, the discount
rate used to measure pension liabilities decreased from 5.20% at December 31, 2013. The discount rates for non-U.S. plans
were selected based on bond matching models or on indices of high-quality bonds using criteria applicable to the respective
countries.
A one-quarter percentage point change in the assumed long-term rate of return on the Company’s U.S. pension plans as
of December 31, 2014 would impact the Company’s 2015 pre-tax income by approximately $1.0 million annually. A one-
quarter percentage point decrease in the discount rate on the Company’s U.S. pension plans as of December 31, 2014 would
decrease the Company’s 2015 pre-tax income by approximately $1.1 million annually. The Company reviews these and other
assumptions at least annually.
The Company recorded a $42.0 million non-cash after-tax decrease in stockholders equity (through other non-owner
changes to equity) to record the current year adjustments for changes in the funded status of its pension and postretirement
benefit plans as required under accounting for defined benefit and other postretirement plans. This decrease in stockholders
equity resulted primarily from losses related to changes in actuarial assumptions, combined with unfavorable variances
between expected and actual returns on pension plan assets. During 2014, the fair value of the Company’s pension plan
assets decreased by $0.9 million and the projected benefit obligation increased $59.7 million. The change in the projected
benefit obligation included a $68.6 million (pre-tax) increase due to actuarial losses that resulted primarily from decreases in
the discount rates and improvements in mortality rates used to measure pension liabilities. Prior to December 31, 2014 the
Company utilized the 2000 Retired Pensioners Mortality Table projected to 2020 to determine benefit obligations for its
U.S. pension plans. At December 31, 2014, the Company updated its mortality table assumptions to the Mercer Industry
Longevity Experience Studies base table for the “Automotive, Industrial Goods and Transportation” industry and the Mercer
modified MP-2014 projection table as the Company believes these tables are expected to more accurately reflect current
trends in mortality. Changes to other actuarial assumptions in 2014 did not have a material impact on our stockholders equity
or projected benefit obligation. Actual pre-tax return on total pension plan assets was $26.8 million compared with an
expected pre-tax return on pension assets of $34.2 million. Approximately $4.9 million of pension plan asset and projected
benefit obligation decreases relate to settlements that occurred during 2014. Pension expense for 2015 is expected to increase
from $3.4 million in 2014, of which $1.8 million relates to settlements, curtailments and special termination charges, to $8.2
million in 2015, primarily as a result of an increase in the amortization of actuarial losses resulting from changes in certain
actuarial assumptions, primarily lower discount rates and expected rates of return on assets, combined with improvements in
mortality rates.
Income Taxes: As of December 31, 2014, the Company had recognized $41.9 million of deferred tax assets, net of
valuation reserves. The realization of these benefits is dependent in part on the amount and timing of future taxable income in
the jurisdictions where deferred tax assets reside. For those jurisdictions where the expiration date of tax loss carryforwards
or the projected operating results indicate that realization is not likely, a valuation allowance is provided. Management
believes that sufficient taxable income should be earned in the future to realize deferred income tax assets, net of valuation
allowances recorded.
The valuation of deferred tax assets requires significant judgment. Management’s assessment that these deferred tax
assets will be realized represents its estimate of future results; however, there can be no assurance that such expectations will
be met. Changes in management’s assessment of achieving sufficient future taxable income could materially increase the
Company’s tax expense and could have a material adverse impact on the Company’s financial condition and results of
operations.
32
Additionally, the Company is exposed to certain tax contingencies in the ordinary course of business and, accordingly,
records those tax liabilities in accordance with the guidance for accounting for uncertainty in income taxes. For those tax
positions where it is more likely than not that a tax benefit will be sustained, the Company has recorded the largest amount of
tax benefit with a greater than 50% likelihood of being realized. For those income tax positions where it is more likely than
not that a tax benefit will not be sustained, no tax benefit has been recognized in the financial statements. See Note 14 of the
Consolidated Financial Statements.
Stock-Based Compensation: The Company accounts for its stock-based employee compensation plans at fair value on
the grant date and recognizes the related cost in its consolidated statement of income in accordance with accounting
standards related to share-based payments. The fair values of stock options are estimated using the Black-Scholes option-
pricing model based on certain assumptions. The fair values of service and performance based share awards are estimated
based on the fair market value of the Company’s stock price on the grant date. The fair value of market based performance
share awards are estimated using the Monte Carlo valuation method. See Note 13 of the Consolidated Financial Statements.
Recent Accounting Changes
In April 2014, the Financial Accounting Standards Board (FASB) amended its guidance related to reporting
discontinued operations. The amended guidance changes the criteria for determining which disposals can be presented as
discontinued operations and modifies the related disclosure requirements. Under the amended guidance, a disposal of a
component of an entity or a group of components of an entity is required to be reported in discontinued operations if the
disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results and is
disposed of or classified as held for sale. The guidance also requires several new disclosures. The guidance applies
prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date and is
effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. The Company is
evaluating this guidance and will apply the guidance in the event that the Company has a future disposal that qualifies as a
discontinued operation or is classified as held for sale.
In May 2014, the FASB amended its guidance related to revenue recognition. The amended guidance establishes a
single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and will
supersede most of the existing revenue recognition guidance, including industry-specific guidance. The amended guidance
clarifies that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the
amended guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the
contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and
(5) recognize revenue when (or as) the entity satisfies a performance obligation. The amended guidance applies to all
contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards
Codification. The amended guidance is effective for annual reporting periods (including interim periods within those periods)
beginning after December 15, 2016 for public companies. Early adoption is not permitted. Entities have the option of using
either a full retrospective or modified approach to the amended guidance. The Company is evaluating this guidance and has
not determined the impact that it may have on its financial statements nor decided upon the method of adoption.
EBITDA
Earnings before interest expense, income taxes, and depreciation and amortization (“EBITDA”) for 2014 was
$257.4 million compared to $504.7 million in 2013. EBITDA is a measurement not in accordance with generally accepted
accounting principles (“GAAP”). The Company defines EBITDA as net income plus interest expense, income taxes, and
depreciation and amortization which the Company incurs in the normal course of business and in 2013 included a pre-tax
gain of $313.7 million on the sale of BDNA. The Company does not intend EBITDA to represent cash flows from operations
as defined by GAAP, and the reader should not consider it as an alternative to net income, net cash provided by operating
activities or any other items calculated in accordance with GAAP, or as an indicator of the Company’s operating
performance. The Company’s definition of EBITDA may not be comparable with EBITDA as defined by other companies.
The Company believes EBITDA is commonly used by financial analysts and others in the industries in which the Company
operates and, thus, provides useful information to investors. Accordingly, the calculation has limitations depending on its
use.
33
Following is a reconciliation of EBITDA to the Company’s net income (in millions):
Net income
Add back:
Interest expense
Income taxes
Depreciation and amortization
EBITDA
(1) EBITDA of $504.7 million in 2013 includes a pre-tax gain of $313.7 million related to the sale of BDNA.
2014
2013
118.4
$
270.5
11.4
46.3
81.4
13.1
156.0
65.1
257.4
$
504.7(1)
$
$
34
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the potential economic loss that may result from adverse changes in the fair value of financial
instruments. The Company’s financial results could be impacted by changes in interest rates and foreign currency exchange
rates, and commodity price changes. The Company uses financial instruments to hedge its exposure to fluctuations in interest
rates and foreign currency exchange rates. The Company does not use derivatives for speculative or trading purposes.
The Company’s long-term debt portfolio consists of fixed-rate and variable-rate instruments and is managed to reduce
the overall cost of borrowing while also minimizing the effect of changes in interest rates on near-term earnings. The
Company’s primary interest rate risk is derived from its outstanding variable-rate debt obligations. Financial instruments
have been used by the Company to hedge its exposures to fluctuations in interest rates. In April 2012, the Company entered
into five-year interest rate swap agreements transacted with three banks which together convert the interest on the first
$100.0 million of borrowings under the Company’s Amended Credit Agreement from a variable rate plus the borrowing
spread to a fixed rate of 1.03% plus the borrowing spread for the purpose of mitigating its exposure to variable interest rates.
At December 31, 2014, the result of a hypothetical 100 basis point increase in the average cost of the Company’s variable-
rate debt would have reduced annual pretax profit by $3.8 million.
At December 31, 2014, the fair value of the Company’s fixed-rate debt was $106.3 million, compared with its carrying
amount of $103.2 million. The Company estimates that a 100 basis point decrease in market interest rates at December 31,
2014 would have increased the fair value of the Company’s fixed rate debt to $115.0 million.
The Company has manufacturing, sales and distribution facilities around the world and thus makes investments and
conducts business transactions denominated in various currencies. The Company is exposed primarily to financial
instruments denominated in currencies other than the functional currency at its international locations. A 10% adverse change
in foreign currencies relative to the U.S dollar at December 31, 2014 would have resulted in a $1.6 million loss in the fair
value of those financial instruments. At December 31, 2014, the Company held $46.0 million of cash and cash equivalents,
the majority of which is held by foreign subsidiaries.
Foreign currency commitments and transaction exposures are managed at the operating units as an integral part of their
businesses in accordance with a corporate policy that addresses acceptable levels of foreign currency exposures. At
December 31, 2014, the Company did not hedge its foreign currency net investment exposures.
Additionally, to reduce foreign currency exposure, management generally maintains the majority of foreign cash and
short-term investments in functional currency and uses forward currency contracts for non-functional currency denominated
monetary assets and liabilities and anticipated transactions in an effort to reduce the effect of the volatility of changes in
foreign exchange rates on the income statement. In historically weaker currency countries, such as Brazil and Mexico,
management assesses the strength of these currencies relative to the U.S. dollar and may elect during periods of local
currency weakness to invest excess cash in U.S. dollar-denominated instruments.
The Company’s exposure to commodity price changes relates to certain manufacturing operations that utilize high-grade
steel spring wire, stainless steel, titanium, Inconel, Hastelloys and other specialty metals. The Company attempts to manage
its exposure to price increases through its procurement and sales practices.
35
Item 8. Financial Statements and Supplementary Data
BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
Years Ended December 31,
2013
2012
Net sales
Cost of sales
Selling and administrative expenses
Operating income
Interest expense
Other expense (income), net
Income from continuing operations before income taxes
Income taxes
Income from continuing operations
(Loss) income from discontinued operations, net of income taxes of
$315, $120,750 and $10,831, respectively (Note 2)
Net income
Per common share:
Basic:
Income from continuing operations
(Loss) income from discontinued operations, net of income
taxes
Net income
Diluted:
Income from continuing operations
(Loss) income from discontinued operations, net of income
taxes
Net income
Dividends
Weighted average common shares outstanding:
Basic
Diluted
2014
1,262,006
829,648
252,384
1,082,032
179,974
11,392
2,082
166,500
45,959
120,541
$
$
1,091,566
738,170
230,195
968,365
123,201
13,090
2,537
107,574
35,253
72,321
(2,171)
198,206
118,370
$
270,527
$
2.20
$
(0.04)
2.16
2.16
(0.04)
2.12
0.45
$
$
$
$
1.34
$
3.68
5.02
$
1.31
$
3.61
4.92
0.42
$
$
$
$
$
$
$
$
$
928,780
655,653
165,996
821,649
107,131
12,238
2,631
92,262
12,432
79,830
15,419
95,249
1.46
0.28
1.74
1.44
0.28
1.72
0.40
54,791,030
55,723,267
53,860,308
54,973,344
54,626,453
55,224,457
See accompanying notes.
36
BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
Net income
Other comprehensive (loss) income, net of tax
Unrealized loss on hedging activities, net of tax (1)
Foreign currency translation adjustments, net of tax (2)
Defined benefit pension and other postretirement benefits, net
of tax (3)
Total other comprehensive (loss) income, net of tax
Years Ended December 31,
2014
2013
2012
$
118,370 $
270,527
$
95,249
(213)
(83,168)
(42,016)
(125,397)
(87)
19,615
73,168
92,696
(635)
24,678
(15,741)
8,302
103,551
Total comprehensive income
$
(7,027) $
363,223
$
(1) Net of tax of $(45), $272 and $(513) for the years ended December 31, 2014, 2013 and 2012, respectively.
(2) Net of tax of $(3,292), $439 and $1,262 for the years ended December 31, 2014, 2013 and 2012, respectively.
(3) Net of tax of $(24,799), $43,109 and $(7,994) for the years ended December 31, 2014, 2013 and 2012, respectively.
See accompanying notes.
37
BARNES GROUP INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Assets
Current assets
Cash and cash equivalents
Accounts receivable, less allowances (2014 – $3,873; 2013 – $3,438)
Inventories
Deferred income taxes
Prepaid expenses and other current assets
Total current assets
Deferred income taxes
Property, plant and equipment, net
Goodwill
Other intangible assets, net
Other assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities
Notes and overdrafts payable
Accounts payable
Accrued liabilities
Long-term debt – current
Total current liabilities
Long-term debt
Accrued retirement benefits
Deferred income taxes
Other liabilities
Commitments and contingencies (Note 21)
Stockholders’ equity
Common stock – par value $0.01 per share
Authorized: 150,000,000 shares
Issued: at par value (2014 – 61,229,980 shares; 2013 – 60,306,128 shares)
Additional paid-in capital
Treasury stock, at cost (2014 – 6,729,438 shares; 2013 – 6,389,267 shares)
Retained earnings
Accumulated other non-owner changes to equity
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes.
December 31,
2014
2013
$
46,039
275,890
212,044
31,849
22,574
588,396
10,061
299,435
594,949
554,694
26,350
$
70,856
258,664
211,246
18,226
18,204
577,196
2,314
302,558
649,697
534,293
57,615
$2,073,885
$2,123,673
$
8,028
94,803
161,397
862
265,090
495,844
115,057
70,147
15,954
$
1,074
88,721
154,514
56,009
300,318
490,341
80,884
94,506
16,210
612
405,525
(169,405)
974,514
(99,453)
603
390,347
(156,649)
881,169
25,944
1,111,793
1,141,414
$2,073,885
$2,123,673
38
BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
Amortization of convertible debt discount
Loss (gain) on disposition of property, plant and equipment
Stock compensation expense
Withholding taxes paid on stock issuances
Loss (gain) on the sale of businesses
Changes in assets and liabilities, net of the effects of acquisitions/
divestitures:
Accounts receivable
Inventories
Prepaid expenses and other current assets
Accounts payable
Accrued liabilities
Deferred income taxes
Long-term retirement benefits
Other
Net cash provided by operating activities
Investing activities:
Proceeds from disposition of property, plant and equipment
(Payments for) proceeds from the sale of businesses
Change in restricted cash
Capital expenditures
Business acquisitions, net of cash acquired
Component Repair Program payments
Other
Net cash (used) provided by investing activities
Financing activities:
Net change in other borrowings
Payments on long-term debt
Proceeds from the issuance of long-term debt
Payment of assumed liability to Otto Männer Holding AG
Premium paid on convertible debt redemption
Proceeds from the issuance of common stock
Common stock repurchases
Dividends paid
Excess tax benefit on stock awards
Other
Net cash (used) provided by financing activities
Effect of exchange rate changes on cash flows
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental Disclosure of Cash Flow Information:
Years Ended December 31,
2014
2013
2012
$
118,370
$
270,527
$
95,249
81,395
731
143
7,603
(4,367)
1,586
(21,367)
(10,092)
(7,137)
8,123
24,402
(9,841)
(7,584)
4,933
186,898
849
(1,181)
4,886
(57,365)
—
(70,100)
(1,338)
(124,249)
7,009
(332,336)
293,291
(19,796)
(14,868)
11,460
(8,389)
(24,464)
4,888
(338)
(83,543)
(3,923)
(24,817)
70,856
46,039
$
65,052
2,391
(887)
18,128
(2,090)
(313,708)
(23,764)
2,079
(2,172)
2,384
(9,891)
3,412
(642)
(729)
10,090
1,767
538,942
—
(57,304)
(307,264)
(16,639)
(2,058)
157,444
(2,753)
(555,195)
450,253
—
—
13,491
(68,608)
(22,422)
3,899
(1,472)
(182,807)
(227)
(15,500)
86,356
70,856
$
57,360
2,211
(178)
8,819
(1,150)
886
(4,160)
5,404
(4,341)
(5,493)
(9,746)
9,446
(16,438)
(1,492)
136,377
854
(438)
4,900
(37,787)
(296,560)
—
(3,776)
(332,807)
(8,852)
(114,411)
376,000
—
—
7,061
(19,037)
(21,662)
1,438
(1,261)
219,276
1,005
23,851
62,505
86,356
$
Non-cash investing activities in 2014 and 2013 included the acquisition of $19,000 and $10,000, respectively, of
intangible assets, and the recognition of the corresponding liabilities, in connection with the Component Repair Programs.
Non-cash financing activities in 2013 included the issuance of 1,032,493 treasury shares ($36,695) in connection with the
acquisition of the Männer Business. Non-cash investing activities in 2012 included the assumption of $45,537 of debt in
connection with the acquisition of Synventive Molding Solutions.
See accompanying notes.
39
BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Dollars and shares in thousands)
Accumulated
Other
Non-Owner
Changes to
Equity
Total
Stockholders’
Equity
8,302
$ (75,054) $ 722,400
103,551
(21,662)
(19,037)
14,866
Common
Stock
(Number of
Shares)
Common
Stock
(Amount)
Additional
Paid-In
Capital
Treasury
Stock
(Number of
Shares)
58,594
$586
$316,251
4,254
Treasury
Stock
Retained
Earnings
$ (79,569) $560,186
95,249
(21,662)
608
59,202
6
592
1,104
60,306
11
603
16,337
700
46
(19,037)
(1,150)
(327)
332,588
5,000
(99,756) 633,446
270,527
(22,422)
(66,752)
92,696
22,890
34,869
2,351
(1,032)
70
(68,608)
13,805
(2,090)
(382)
390,347
6,389
(156,649) 881,169
118,370
(24,464)
25,944
(125,397)
221
(8,389)
800,118
363,223
(22,422)
(68,608)
36,695
32,408
1,141,414
(7,027)
(24,464)
(8,389)
(8,666)
18,925
924
9
(8,666)
23,844
119
(4,367)
(561)
January 1, 2012
Comprehensive income
Dividends paid
Common stock repurchases
Employee stock plans
December 31, 2012
Comprehensive income
Dividends paid
Common stock repurchases
Männer Acquisition
Employee stock plans
December 31, 2013
Comprehensive income
Dividends paid
Common stock repurchases
Convertible debt redemption,
net of tax
Employee stock plans
December 31, 2014
61,230
$612
$405,525
6,729
$(169,405) $974,514
$ (99,453) $1,111,793
See accompanying notes.
40
BARNES GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts included in the notes are stated in thousands except per share data
and the tables in Note 20)
1. Summary of Significant Accounting Policies
General: The preparation of consolidated financial statements requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.
Consolidation: The accompanying consolidated financial statements include the accounts of the Company and all of its
subsidiaries. Intercompany transactions and account balances have been eliminated.
In the fourth quarter of 2013, the Company and two of its subsidiaries (collectively with the Company, the “Purchaser”)
completed the acquisition of the Männer Business (defined below) pursuant to the terms of the Share Purchase and
Assignment Agreement dated September 30, 2013 (“Share Purchase Agreement”) among the Purchaser, Otto Männer
Holding AG, a German company based in Bahlingen, Germany (the “Seller”), and the three shareholders of the Seller
(“the Männer Business”). The acquisition has been integrated into the Industrial segment. The results of the Männer
Business, from the date of the acquisition on October 31, 2013, are included within the Company’s Consolidated Financial
Statements for the year ended December 31, 2013. See Note 3 of the Consolidated Financial Statements.
In the second quarter of 2013, the Company completed the sale of its Barnes Distribution North America business
(“BDNA”) to MSC Industrial Direct Co., Inc. (“MSC”). The results of these operations are segregated and presented as
discontinued operations in the Consolidated Financial Statements. See Note 2 of the Consolidated Financial Statements.
In the first quarter of 2013, the Company realigned its organizational structure by aligning its strategic business units
into two reportable segments: Industrial and Aerospace. See Note 20 of the Consolidated Financial Statements.
In the third quarter of 2012, the Company completed its acquisition of Synventive Molding Solutions (“Synventive”).
The acquisition has been integrated into the Industrial segment. The results of Synventive, from the date of the acquisition on
August 27, 2012, are included within the Company’s Consolidated Financial Statements for the year ended December 31,
2012. See Note 3 of the Consolidated Financial Statements.
All previously reported financial information has been adjusted on a retrospective basis to reflect the discontinued
operations of BDNA and the segment realignment for all years presented.
Revenue recognition: Sales and related cost of sales are recognized when products are shipped or delivered to
customers depending upon when title and risk of loss have passed. Service revenue is recognized when the related services
are performed. In the aerospace manufacturing businesses, the Company recognizes revenue based on the units-of-delivery
method in accordance with accounting standards related to accounting for performance of construction-type and certain
production-type contracts. Management fees related to the aerospace aftermarket Revenue Sharing Programs (“RSPs”) are
satisfied through an agreed upon reduction from the sales price of each of the related spare parts. These fees recognize our
customer’s necessary performance of engine program support activities, such as spare parts administration, warehousing and
inventory management, and customer support, and are not separable from our sale of products, and accordingly, they are
reflected as a reduction to sales, rather than as costs incurred, when revenues are recognized.
Operating expenses: The Company includes manufacturing labor, material, manufacturing overhead and costs of its
distribution network within cost of sales. Other costs, including selling personnel costs and commissions, and other general
and administrative costs of the Company are included within selling and administrative expenses. Depreciation and
amortization expense is allocated between cost of sales and selling and administrative expenses.
Cash and cash equivalents: Cash in excess of operating requirements is invested in short-term, highly liquid, income-
producing investments. All highly liquid investments purchased with an original maturity of three months or less are
considered cash equivalents. Cash equivalents are carried at cost which approximates fair value.
Inventories: Inventories are valued at the lower of cost, determined on a first-in, first-out basis, or market. Loss
provisions, if any, on aerospace contracts are established when estimable. Loss provisions are based on the projected excess
of manufacturing costs over the net revenues of the products or group of related products under contract or purchase order.
41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
Property, plant and equipment: Property, plant and equipment is stated at cost. Depreciation is recorded over
estimated useful lives, ranging from 20 to 50 years for buildings, three to five years for computer equipment, four to 12 years
for machinery and equipment and 12 to 17 years for furnaces and boilers. The straight-line method of depreciation was
adopted for all property, plant and equipment placed in service after March 31, 1999. For property, plant and equipment
placed into service prior to April 1, 1999, depreciation is calculated using accelerated methods. The Company assesses the
impairment of property, plant and equipment subject to depreciation whenever events or changes in circumstances indicate
the carrying value may not be recoverable.
Goodwill: Goodwill represents the excess purchase cost over the fair value of net assets of companies acquired in
business combinations. Goodwill is considered an indefinite-lived asset. Goodwill is subject to impairment testing in
accordance with accounting standards governing such on an annual basis, in the second quarter, or more frequently if an
event or change in circumstances indicates that the fair value of a reporting unit has been reduced below its carrying value.
Based on the assessments performed during 2014, there was no goodwill impairment.
Aerospace Aftermarket Programs: The Company participates in aftermarket RSPs under which the Company
receives an exclusive right to supply designated aftermarket parts over the life of the related aircraft engine program. As
consideration, the Company has paid participation fees, which are recorded as long-lived intangible assets. The Company
records amortization of the related intangible asset as sales dollars are being earned based on a proportional sales dollar
method. Specifically, this method amortizes each asset as a reduction to revenue based on the proportion of sales under a
program in a given period to the estimated aggregate sales dollars over the life of that program.
The Company also entered into Component Repair Programs (“CRPs”) that provide for, among other items, the right to
sell certain aftermarket component repair services for CFM56, CF6 and LM engines directly to other customers as one of a
few GE licensed suppliers. In addition, the CRPs extend certain existing contracts under which the Company currently
provides these services directly to GE. The Company has recorded the consideration for these rights as an intangible asset
that will be amortized as a reduction to sales over the remaining life of these engine programs. This method reflects the
pattern in which the economic benefits of the RSPs and the CRP are realized.
The recoverability of each asset is subject to significant estimates about future revenues related to the program’s
aftermarket parts and services. The Company evaluates these intangible assets for recoverability and updates amortization
rates on an agreement by agreement basis for the RSP’s and on an individual asset basis for the CRPS. The assets are
reviewed for recoverability periodically including whenever events or changes in circumstances indicate that their carrying
amount may not be recoverable. Annually, the Company evaluates the remaining useful life of these assets to determine
whether events and circumstances warrant a revision to the remaining periods of amortization. Management updates revenue
projections, which includes comparing actual experience against projected revenue and industry projections. The potential
exists that actual revenues will not meet expectations due to a change in market conditions including, for example, the
replacement of older engines with new, more fuel-efficient engines or the Company’s ability to capture additional market
share within the Aftermarket business. A shortfall in future revenues may indicate a triggering event requiring a write down
or further evaluation of the recoverability of the assets or require the Company to accelerate amortization expense
prospectively dependent on the level of the shortfall. The Company has not identified any impairment of these assets.
Other Intangible Assets: Other intangible assets consist primarily of the Aerospace Aftermarket Programs, as
discussed above, customer relationships, tradenames, patents and proprietary technology. These intangible assets, with the
exception of tradenames, have finite lives and are amortized over the periods in which they provide benefit. The Company
assesses the impairment of long-lived assets, including identifiable intangible assets subject to amortization, whenever
significant events or significant changes in circumstances indicate the carrying value may not be recoverable. Tradenames,
intangible assets with indefinite lives, are subject to impairment testing in accordance with accounting standards governing
such on an annual basis, in the third quarter, or more frequently if an event or change in circumstances indicates that the fair
value of a reporting unit has been reduced below its carrying value. Based on the assessment performed during 2014, there
were no impairments of other intangible assets. See Note 6 of the Consolidated Financial Statements.
Derivatives: Accounting standards related to the accounting for derivative instruments and hedging activities require
that all derivative instruments be recorded on the balance sheet at fair value. Foreign currency contracts may qualify as fair
value hedges of unrecognized firm commitments, cash flow hedges of recognized assets and liabilities or anticipated
transactions, or a hedge of a net investment. Changes in the fair market value of derivatives that qualify as fair value hedges
42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
or cash flow hedges are recorded directly to earnings or accumulated other non-owner changes to equity, depending on the
designation. Amounts recorded to accumulated other non-owner changes to equity are reclassified to earnings in a manner
that matches the earnings impact of the hedged transaction. Any ineffective portion, or amounts related to contracts that are
not designated as hedges, are recorded directly to earnings. The Company’s policy for classifying cash flows from
derivatives is to report the cash flows consistent with the underlying hedged item.
Foreign currency: Assets and liabilities of international operations are translated at year-end rates of exchange;
revenues and expenses are translated at average rates of exchange. The resulting translation gains or losses are reflected in
accumulated other non-owner changes to equity within stockholders’ equity. A net foreign currency transaction loss of
$1,466 in 2014, a gain of $945 in 2013 and a loss $2,144 in 2012 were included in other expense (income), net in the
Consolidated Statements of Income.
Research and Development: Costs are incurred in connection with efforts aimed at discovering and implementing new
knowledge that is critical to developing new products, processes or services, significantly improving existing products or
services, and developing new applications for existing products and services. Research and development expenses for the
creation of new and improved products and services were $15,782, $14,707 and $8,696, for the years 2014, 2013 and 2012,
respectively, and are included in selling, general and administrative expense.
2. Discontinued Operations
Barnes Distribution North America
In April 2013, the Company completed the sale of BDNA to MSC pursuant to the terms of the Asset Purchase
Agreement between the Company and MSC. The total cash consideration received for BDNA was $537,761, net of
transaction costs and closing adjustments paid. The net after-tax proceeds were $419,136 after consideration of certain post
closing adjustments, transaction costs and income taxes. The Company made estimated income tax payments of $130,004
related to the gain on sale during 2013 and recorded an income tax receivable of $12,608 in the Consolidated Balance Sheet
as of December 31, 2013. The Company has since elected to apply the income tax receivable to future tax filings.
Barnes Distribution Europe
In December 2011, the Company sold substantially all of the assets of its BDE business to Berner SE (the “Purchaser”)
in a cash transaction pursuant to the terms of a Share and Asset Purchase Agreement (“SPA”) among the Company, the
Purchaser, and their respective relevant subsidiaries dated November 17, 2011. The Company received gross proceeds of
$33,358, which represents the initial stated purchase price, and yielded net cash proceeds of $22,492 after consideration of
cash sold, transaction costs paid and closing adjustments. The final amount of proceeds from the sale of the BDE business
was subject to post-closing adjustments that were reflected in discontinued operations in periods subsequent to the
disposition. The income from operations of discontinued businesses for 2013 includes a final settlement of a retained liability
related to BDE.
As required by the terms of the SPA, the Company was required to place €9,000 of the proceeds in escrow to be used for
any settlement of general representation and warranty claims. Absent a breach of warranty claim, the funds would be released
from escrow on August 31, 2012 unless there were any then pending claims. Cash related to a pending claim would remain in
escrow until a final determination of the claim had been made. On August 17, 2012, the Purchaser provided a notice of breach of
various warranties to the Company. The Company rejected the Purchaser’s notice and demanded release of the full escrow
effective August 31, 2012. The Purchaser refused to release the full escrow, and only €3,900 plus interest was released whereas
€5,100 plus interest remained in escrow. The cash was restricted and recorded in other assets at December 31, 2013. The
Company settled the pending claim on September 24, 2014 and entered into an agreement to pay the Purchaser €1,250 of the
proceeds that were held in escrow. The losses from discontinued operations for the year ended December 31, 2014 include this
€1,250 ($1,586) reduction in proceeds from the sale of the business. The remaining funds of €3,850 were no longer restricted
within escrow effective September 24, 2014 and were subsequently released from escrow on October 6, 2014.
The below amounts related to BDNA and the BDE business were derived from historical financial information. The
amounts have been segregated from continuing operations and reported as discontinued operations within the consolidated
financial statements. In 2014, the Company recorded a net after-tax loss on the sale of businesses of $1,987 resulting
primarily from the reduction to the BDE escrow proceeds of €1,250, as discussed above. In 2013, the Company recorded a
43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
net after-tax gain of $195,317 on the sale of BDNA, net of transaction-related costs of $9,749, whereas pre-tax income from
the discontinued operations at BDNA was $6,345. In 2012, the Company recorded income of $15,419 from discontinued
operations which included $29,384 of pre-tax income provided by the operations of BDNA, partially offset by the adjustment
of a retained liability related to BDE, $10,831 of tax expense and an $886 pre-tax loss on transaction.
Net sales
(Loss) income before income taxes
Income tax (benefit) expense
(Loss) income from operations of discontinued businesses, net of income taxes
(Loss) gain on transaction
Income tax expense (benefit) on sale
(Loss) gain on the sale of businesses, net of income taxes
2014
2013
2012
$ — $ 93,173
$301,179
(270)
(86)
(184)
(1,586)
401
5,248
2,359
2,889
313,708
118,391
(1,987)
195,317
27,136
10,918
16,218
(886)
(87)
(799)
(Loss) income from discontinued operations, net of income taxes
$(2,171) $198,206
$ 15,419
3. Acquisitions
During 2013 and 2012, the Company acquired the Männer and Synventive businesses, respectively. The results of
operations of these acquired businesses have been included in the consolidated results from the respective acquisition dates.
The purchase prices for these acquisitions have been allocated to tangible and intangible assets and liabilities of the
businesses based upon estimates of their respective fair values.
In August 2012, the Company completed the acquisition of Synventive by acquiring all of the issued and outstanding
shares of capital stock of Synventive Acquisition Inc., a Delaware corporation. Synventive is a leading designer and
manufacturer of highly engineered and customized hot runner systems and components which serve as the enabling
technology for many complex injection molding applications and are standard in industries that require premium product
aesthetics and performance. This business, which has been integrated into our Industrial segment, enhances the Company’s
core manufacturing capabilities, adds innovative products and services and is expected to expand the Company’s global
marketplace presence. The Company acquired Synventive for an aggregate purchase price of $351,463, consisting of
$305,926 in cash (including cash acquired of $9,366) and the assumption of $45,537 of debt. Immediately following the
completion of the acquisition, the Company paid $45,156 of the assumed debt, primarily using cash on hand. The remaining
purchase price was financed primarily with borrowings under the Company’s revolving credit facility.
In October 2013, the Company completed the acquisition of the Männer Business, a German company based in
Bahlingen, Germany. The Männer Business is a leader in the development and manufacture of high precision molds, valve
gate hot runner systems, and system solutions for the medical/pharmaceutical, packaging, and personal care/health care
industries. The Männer Business, which has been integrated into the Industrial segment, includes manufacturing locations in
Germany, Switzerland and the United States, and sales and service offices in Europe, the United States, Hong Kong/China
and Japan. The Company acquired all the shares of capital stock of the Männer Business for an aggregate purchase price of
€280,742 ($380,673) which was paid through a combination of €253,242 in cash ($343,978) and 1,032,493 shares of the
Company’s common stock (valued at €27,500 pursuant to the Share Purchase Agreement and $36,695 based upon market
value at close). The purchase price includes certain adjustments under the terms of the Share Purchase Agreement, including
approximately €27,030 related to cash acquired ($36,714).
The Company incurred $3,642 and $2,377 of acquisition-related costs during the years ended December 31, 2013 and
2012 related to the Männer and Synventive acquisitions, respectively. These costs include due diligence costs and transaction
costs to complete the acquisitions, and have been recognized in the Company’s Consolidated Statements of Income as selling
and administrative expenses.
The operating results of Synventive have been included in the Consolidated Statements of Income for the period ended
December 31, 2012, since the August 27, 2012 date of acquisition. The Company reported $60,070 in net sales and operating
profit of $1,892 from Synventive, included within the Industrial segment’s operating profit, inclusive of $5,899 of short-term
purchase accounting adjustments and transaction costs, for the period from the acquisition date through December 31, 2012.
44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
The operating results of Synventive during 2013 and 2014 have been included in the Consolidated Statements of Income for
the years ended December 31, 2013 and 2014.
The operating results of the Männer Business have been included in the Consolidated Statements of Income for the
period ended December 31, 2013, since the October 31, 2013 date of acquisition. The Company reported $18,894 in net sales
and an operating loss of $2,817 from the Männer Business, included within the Industrial segment’s operating profit,
inclusive of $7,279 of short-term purchase accounting adjustments and transaction costs, for the year ended December 31,
2013. The operating results of the Männer Business during 2014 have been included in the Consolidated Statements of
Income for the years ended December 31, 2014.
The following table summarizes the fair values of the assets acquired, net of cash acquired, and liabilities assumed at the
October 31, 2013 date of acquisition for the Männer Business and the August 27, 2012 acquisition date for Synventive. Fair
values are inclusive of purchase price adjustments that were made subsequent to the respective acquisition dates:
Accounts Receivable
Inventories
Other current assets
Property, plant and equipment
Other noncurrent assets
Other intangible assets (Note 6)
Goodwill (Note 6)
Total assets acquired
Current liabilities
Other liabilities
Deferred income taxes
Debt assumed
Total liabilities assumed
Net assets acquired
Synventive Männer Business
$ 43,270
13,392
3,988
16,000
2,841
126,600
203,656
$ 15,329
32,908
423
63,411
—
146,600
189,486
409,747
448,157
(25,230)
(4,130)
(38,290)
(45,537)
(57,943)
(566)
(42,495)
(3,194)
(113,187)
(104,198)
$ 296,560
$ 343,959
The final purchase price allocations related to the Männer Business and Synventive reflect post-closing adjustments
pursuant to the terms of the respective Stock Purchase Agreements.
The following table reflects the unaudited pro forma operating results of the Company for the years ended December 31,
2013 and 2012, which give effect to the acquisition of the Männer Business as if it had occurred on January 1, 2012 and the
acquisition of Synventive as if it had occurred on January 1, 2011. The pro forma results are based on assumptions that the
Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of the operating
results that would have occurred had the acquisitions been effective on January 1, 2012 and 2011, nor are they intended to be
indicative of results that may occur in the future. The underlying pro forma information includes the historical financial results
of the Company and the two acquired businesses adjusted for certain items including depreciation and amortization expense
associated with the assets acquired and the Company’s expense related to financing arrangements, with the related tax effects.
The pro forma information does not include the effects of any synergies or cost reduction initiatives related to the acquisitions.
Net sales
Income from continuing operations
Net income
Per common share:
Basic:
Income from continuing operations
Net income
Diluted:
Income from continuing operations
Net income
45
(Unaudited Pro Forma)
2013
2012
$1,191,109
92,343
$ 290,549
$1,137,437
88,023
$ 103,442
$
$
$
$
1.69
5.31
1.65
5.20
$
$
$
$
1.58
1.86
1.56
1.84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
For the Männer Business, pro forma earnings during the year ended December 31, 2013 were adjusted to exclude non-
recurring items including acquisition-related costs and expenses related to fair value adjustments to inventory and acquired
backlog. Pro forma earnings in 2012 were adjusted to include these items, with acquisition-related costs of $3,642 and
expenses of $9,130 and $6,600 related to adjustments to inventory and acquired backlog, respectively.
For Synventive, pro forma earnings during the year ended December 31, 2012 were adjusted to exclude non-recurring
items including acquisition-related costs related to fair value adjustments to inventory and acquired backlog. Pro forma
earnings in 2011 were adjusted to include these items, with acquisition-related costs of $11,776 ($2,377 incurred by the
Company and $9,399 incurred by Synventive at closing) and expenses of $3,765 and $1,222 related to the fair value
adjustments to inventory and acquired backlog, respectively.
4. Inventories
Inventories at December 31 consisted of:
Finished goods
Work-in-process
Raw materials and supplies
5. Property, Plant and Equipment
Property, plant and equipment at December 31 consisted of:
Land
Buildings
Machinery and equipment
Less accumulated depreciation
2014
2013
$
$
83,905
79,563
48,576
85,033
71,982
54,231
$
212,044
$
211,246
$
2014
19,422
145,142
507,661
$
2013
21,935
154,938
509,664
672,225
(372,790)
686,537
(383,979)
$
299,435
$
302,558
Depreciation expense was $41,875, $34,419 and $34,218 during 2014, 2013 and 2012, respectively.
6. Goodwill and Other Intangible Assets
Goodwill: The following table sets forth the change in the carrying amount of goodwill for each reportable segment and
the Company:
January 1, 2013
Goodwill acquired
Divestiture
Purchase accounting adjustment
Foreign currency translation
December 31, 2013
Foreign currency translation
December 31, 2014
Industrial
Aerospace
Other
Total
Company
$414,244
189,486
—
2,627
12,554
$30,786
—
—
—
—
618,911
(54,748)
30,786
—
—
$ 134,875 $ 579,905
189,486
(134,704)
2,627
12,383
—
(171)
(134,704)
—
—
649,697
(54,748)
$564,163
$30,786
$
— $ 594,949
Of the $594,949 of goodwill at December 31, 2014, $43,860 represents the original tax deductible basis.
46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
In 2013, the changes recorded at Industrial include $2,627 of final purchase accounting adjustments from the acquisition
of Synventive and $189,486 of goodwill resulting from the acquisition of the Männer Business. The amount allocated to
goodwill reflects the benefits that the Company expects to realize from increased global market access and the assembled
workforce of the Männer Business. None of the recognized goodwill from the Männer Business is expected to be deductible
for income tax purposes.
In the first quarter of 2013, the Company realigned its reportable business segments by transferring the Associated
Spring Raymond business (“Raymond”), its remaining business within the former Distribution segment, to the Industrial
segment. The goodwill related to BDNA (“BDNA goodwill”), also a business within the former Distribution segment, was
$134,875 at December 31, 2012. BDNA was sold on April 22, 2013. See Note 2.
Other Intangible Assets: Other intangible assets at December 31 consisted of:
Amortized intangible assets:
Revenue Sharing Programs
Component Repair Program
Customer lists/relationships
Patents and technology
Trademarks/trade names
Other
Unamortized intangible asset
Trade names
Foreign currency translation
Other intangible assets
2014
2013
Range of
Life-Years
Gross
Amount
Accumulated
Amortization
Gross
Amount
Accumulated
Amortization
Up to 30
Up to 15
10-16
7-14
5-30
Up to 15
$293,700
106,639
183,406
62,972
11,950
19,292
$ (72,958) $293,700
26,639
183,406
62,972
11,950
19,292
(1,941)
(30,731)
(22,356)
(8,552)
(14,806)
$ (64,220)
—
(18,293)
(14,210)
(7,628)
(9,868)
677,959
(151,344)
597,959
(114,219)
36,900
(8,821)
—
—
36,900
13,653
—
—
$706,038
$(151,344) $648,512
$(114,219)
The Company entered into Component Repair Programs (“CRPs”) with General Electric during the fourth quarter of
2013 (“CRP 1”) and the second quarter of 2014 (“CRP 2”). The CRPs provide for, among other items, the right to sell certain
aftermarket component repair services for CFM56, CF6 and LM engines directly to other customers as one of a few GE
licensed suppliers. In addition, the CRPs extend certain existing contracts under which the Company currently provides these
services directly to GE.
The Company agreed to pay $26,639 as consideration for the rights related to CRP 1. Of this balance, the Company paid
$16,639 in the fourth quarter of 2013 and $9,100 in the fourth quarter of 2014. The remaining payment of $900 has been
included within accrued liabilities in the Consolidated Financial Statements. The Company agreed to pay $80,000 as
consideration for the rights related to CRP 2. The Company paid $41,000 in the second quarter of 2014, $20,000 in the fourth
quarter of 2014 and the remaining payment of $19,000, also included within accrued liabilities, will be paid in the second
quarter of 2015. The Company recorded the CRP payments as an intangible asset which is recognized as a reduction of sales
over the remaining useful life of these engine programs.
In connection with the acquisition of the Männer Business in October 2013, the Company recorded intangible assets of
$146,600, which includes $92,100 of customer relationships, $21,000 of patents and technology, $6,600 of customer backlog
and $26,900 of an indefinite life Männer Business trade name. The weighted-average useful lives of the acquired assets were
16 years, 10 years, and less than one year, respectively.
Amortization of intangible assets for the years ended December 31, 2014, 2013 and 2012 was $37,125, $27,973 and
$18,605, respectively. Estimated amortization of intangible assets for future periods is as follows: 2015 – $38,000;
2016 – $35,000; 2017 – $35,000; 2018 – $36,000 and 2019 – $34,000.
47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
The Company has entered into a number of aftermarket RSP agreements each of which is with General Electric. See
Note 1 of the Consolidated Financial Statements for a further discussion of these Revenue Sharing Programs. As of
December 31, 2014, the Company has made all required participation fee payments under the aftermarket RSP agreements.
7. Accrued Liabilities
Accrued liabilities at December 31 consisted of:
Payroll and other compensation
Deferred revenue
Payable to Otto Männer Holding AG
CRP Accrual
Pension and other postretirement benefits
Accrued income taxes
Other
2014
2013
$ 41,948
25,344
—
19,900
8,233
21,755
44,217
$ 37,640
23,424
20,001
10,000
8,225
13,593
41,631
$161,397
$154,514
The payable to Otto Männer Holding AG recorded as of December 31, 2013, which was settled during the year ended
December 31, 2014, related to an assumed liability to the seller in connection with the acquisition of the Männer Business.
8. Debt and Commitments
Long-term debt and notes and overdrafts payable at December 31 consisted of:
2014
2013
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
3.375% Convertible Notes
Unamortized debt discount – 3.375% Convertible Notes
Revolving credit agreement
3.97% Senior Notes
Borrowings under lines of credit and overdrafts
Capital leases
Other foreign bank borrowings
Less current maturities
Long-term debt
$ — $ — $ 55,636
(731)
487,920
—
1,074
3,120
405
—
393,518
100,000
8,028
3,188
—
—
394,917
102,859
8,028
3,479
—
504,734
(8,890)
$495,844
509,283
547,424
(57,083)
$490,341
$ 76,569
—
482,431
—
1,074
3,402
410
563,886
The Company’s long-term debt portfolio consists of fixed-rate and variable-rate instruments and is managed to reduce
the overall cost of borrowing and to mitigate fluctuations in interest rates. Among other things, interest rate fluctuations
impact the market value of the Company’s fixed-rate debt.
During the second quarter of 2014, the 3.375% Senior Subordinated Convertible Notes (“Notes”) were eligible for
conversion due to meeting the conversion price eligibility requirement and on March 20, 2014, the Company formally
notified the note holders that they were entitled to convert the Notes. On June 16, 2014, $224 (par value) of the Notes were
surrendered for conversion. On June 24, 2014, the Company exercised its right to redeem the remaining $55,412 principal
amount of the Notes, effective July 31, 2014. Of the total $55,412 principal amount, $7 of these Notes were redeemed with
accrued interest through the redemption date. The remaining $55,405 of these Notes were surrendered for conversion. The
Company elected to pay cash to holders of the Notes surrendered for conversion, including the value of any residual shares of
common stock that were payable to the holders electing to convert their notes into an equivalent share value, resulting in a
total cash payment of $70,497 including a premium on conversion of $14,868 (reducing the equity component by $9,326, net
of tax of $5,542). As a result of this transaction, the Company recaptured $23,565 of previously deducted contingent
convertible debt interest which resulted in an $8,784 reduction in short-term deferred tax liabilities and a corresponding
48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
increase in current taxes payable included within accrued liabilities. The Company used borrowings under its Amended
Credit Facility to finance the conversion of the Notes. The fair value of the Notes was previously determined using quoted
market prices that represent Level 2 observable inputs.
The following table sets forth balance sheet information regarding the Company’s convertible notes at December 31:
3.375% Convertible Notes:
Carrying value of equity component, net of tax
Principal value of liability component
Unamortized debt discount
Net carrying value of liability component
2014
2013
$ — $10,772
$ — $55,636
(731)
—
$ — $54,905
The following table sets forth the components of interest expense for the Notes for the years ended December 31, 2014,
2013 and 2012. The effective interest rate on the liability component of the Notes was 8.00% (life of the Notes).
Interest expense – 3.375% coupon
Interest expense – 3.375% debt discount amortization
2014
2013
2012
$1,046
731
$1,878
2,391
$1,878
2,211
$1,777
$4,269
$4,089
In September 2011, the Company entered into an amended and restated revolving credit agreement (the “Amended
Credit Agreement” or “Amended Credit Facility”) with Bank of America, N.A. as the administrative agent. The Amended
Credit Agreement increased the borrowing availability of the Amended Credit Facility from $400,000 to $500,000 and
extended the expiration date of the Amended Credit Facility by four years from September 2012 to September 2016. In July
2012, the Company executed a $250,000 accordion feature that was available under the Amended Credit Agreement
increasing the available amount under the Amended Credit Facility to $750,000. In September 2013, the Company entered
into a Second Amendment to its revolving credit agreement (“Second Amendment”) and retained Bank of America, N.A. as
Administrative Agent for the lenders. The Second Amendment extended the maturity date of the debt facility by two years
from September 2016 to September 2018 and includes an option to extend the maturity date for an additional year, subject to
certain conditions. The Second Amendment also added a new foreign subsidiary borrower in Germany, Barnes Group
Acquisition GmbH, maintained the borrowing availability of the Company at $750,000 and added an accordion feature to
increase this amount to $1,000,000. The Company may exercise the accordion feature upon request to the Administrative
Agent as long as an event of default has not occurred or is continuing. The borrowing availability of $750,000, pursuant to
the terms of the Second Amendment, allows for Euro-denominated borrowings equivalent to $500,000. Borrowings under the
Amended Credit Agreement continue to bear interest at LIBOR plus a spread ranging from 1.10% to 1.70% depending on the
Company’s leverage ratio at the time of the borrowing. The Company paid fees and expenses of $1,261 and $1,030 in
conjunction with executing the Second Amendment in 2013 and the execution of the accordion feature in 2012, respectively.
Such fees were deferred and amortized into interest expense on the accompanying Consolidated Statements of Income
through its maturity.
Borrowings and availability under the Amended Credit Agreement were $393,518 and $356,482, respectively, at
December 31, 2014 and $487,920 and $262,080, respectively, at December 31, 2013. Borrowings included Euro-
denominated borrowings of €30,945 ($37,618) at December 31, 2014 and €114,000 ($157,320) at December 31, 2013. The
interest rate on these borrowings was 1.33% and 1.36% on December 31, 2014 and 2013, respectively. The fair value of the
borrowings is based on observable Level 2 inputs. The borrowings are valued using discounted cash flows based upon the
Company’s estimated interest costs for similar types of borrowings.
The Company’s borrowing capacity remains limited by various debt covenants in the Amended Credit Agreement,
certain of which were amended in September 2013. The Amended Credit Agreement requires the Company to maintain a
ratio of Consolidated Senior Debt, as defined in the Second Amendment, to Consolidated EBITDA, as defined, of not more
than 3.25 times at the end of each fiscal quarter, a ratio of Consolidated Total Debt, as defined, to Consolidated EBITDA of
not more than 4.00 times at the end of each fiscal quarter, and a ratio of Consolidated EBITDA to Consolidated Cash Interest
49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
Expense, as defined, of not less than 4.25 times at the end of each fiscal quarter. The Second Amendment also provides that
in connection with certain permitted acquisitions with aggregate consideration in excess of $150,000, the Consolidated
Senior Debt to EBITDA ratio and the Consolidated Total Debt to EBITDA ratio are permitted to increase to 3.50 times and
4.25 times, respectively, for a period of the four fiscal quarters ending after the closing of the acquisition. At December 31,
2014, the Company was in compliance with all covenants under the Amended Credit Agreement and continues to monitor its
future compliance based on current and future economic conditions.
On October 15, 2014, the Company entered into a Note Purchase Agreement (“Note Purchase Agreement”), among the
Company and New York Life Insurance Company, New York Life Insurance and Annuity Corporation and New York Life
Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C), as purchasers, for
the issuance of $100,000 aggregate principal amount of 3.97% Senior Notes due October 17, 2024 (the “3.97% Senior
Notes”). The Company completed funding of the transaction and issued the 3.97% Notes on October 17, 2014.
The 3.97% Senior Notes are senior unsecured obligations of the Company and will pay interest semi-annually on
April 17 and October 17 of each year at an annual rate of 3.97%. The 3.97% Senior Notes will mature on October 17, 2024
unless earlier prepaid in accordance with their terms. Subject to certain conditions, the Company may, at its option, prepay
all or any part of the 3.97% Senior Notes in an amount equal to 100% of the principal amount of the 3.97% Senior Notes so
prepaid, plus any accrued and unpaid interest to the date of prepayment, plus the Make-Whole Amount, as defined in the
Note Purchase Agreement, with respect to such principal amount being prepaid. The fair value of the 3.97% Senior Notes
was determined using the US Treasury yield and a long-term credit spread for similar types of borrowings, that represent
Level 2 observable inputs.
The Note Purchase Agreement contains customary affirmative and negative covenants, including, among others,
limitations on indebtedness, liens, investments, restricted payments, dispositions and business activities. The Note Purchase
Agreement also requires the Company to maintain a ratio of Consolidated Senior Debt, as defined, to Consolidated EBITDA,
as defined, of not more than 3.25 times at the end of each fiscal quarter, provided that such ratio may increase to 3.50 times
following the consummation of certain acquisitions. In addition, the Note Purchase Agreement requires the Company to
maintain (i) a ratio of Consolidated Total Debt, as defined, to Consolidated EBITDA of not more than 4.00 times at the end
of each fiscal quarter, provided that such ratio may increase to 4.25 times following the consummation of certain
acquisitions, and (ii) a ratio of Consolidated EBITDA to Consolidated Cash Interest Expense, as defined, of not less than
4.25 times at the end of any fiscal quarter. At December 31, 2014, the Company was in compliance with all covenants under
the Note Purchase Agreement.
In addition, the Company has approximately $56,000 in uncommitted short-term bank credit lines (“Credit Lines”) and
overdraft facilities. Under the Credit Lines, $7,550 was borrowed at December 31, 2014 at an interest rate of 1.23% and
$1,000 was borrowed at December 31, 2013 at an interest rate of 2.13%. The Company had also borrowed $478 and $74
under the overdraft facilities at December 31, 2014 and 2013, respectively. Repayments under the Credit Lines are due
within seven days after being borrowed. Repayments of the overdrafts are generally due within two days after being
borrowed. The carrying amounts of the Credit Lines and overdrafts approximate fair value due to the short maturities of these
financial instruments.
The Company holds capital leases within the Männer Business that was acquired on October 31, 2013. The fair value of
the capital leases are based on observable Level 2 inputs. These instruments are valued using discounted cash flows based
upon the Company’s estimated interest costs for similar types of borrowings.
At December 31, 2013, the Company also had other foreign bank borrowings of $405. The fair value of the foreign bank
borrowings was based on observable Level 2 inputs. These instruments were valued using discounted cash flows based upon
the Company’s estimated interest costs for similar types of borrowings. These borrowings had been settled as of
December 31, 2014.
Long-term debt and notes payable are payable as follows: $8,890 in 2015, $923 in 2016, $989 in 2017, $393,759 in
2018, $173 in 2019 and $100,000 thereafter. The 3.97% Notes are due in 2024 according to their maturity date.
In addition, the Company had outstanding letters of credit totaling $5,952 at December 31, 2014.
50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
Interest paid was $10,471, $11,636 and $9,512 in 2014, 2013 and 2012, respectively. Interest capitalized was $359,
$247 and $195 in 2014, 2013 and 2012, respectively, and is being depreciated over the lives of the related fixed assets.
9. Business Reorganization
On March 14, 2014, the Company authorized the closure of production operations (“Saline operations”) at its
Associated Spring facility located in Saline, Michigan (the “Closure”). The Saline operations, which included approximately
50 employees, primarily manufactured certain automotive engine valve springs, a highly commoditized product. Based on
changing market dynamics and increased customer demands for commodity pricing, several customers advised the Company
of their intent to transition these specific springs to other suppliers, which led to the decision of the Closure. The Closure
occurred during the second quarter of 2014, however certain other facility Closure costs, including the transfer of machinery
and equipment, continued during the remainder of 2014. The Company recorded restructuring and related costs of $6,020
during 2014. This balance included $2,182 of employee termination costs, primarily employee severance expense and
defined benefit pension and other postretirement plan (the “Plans”) costs related to the accelerated recognition of actuarial
losses and special termination benefits, and $3,838 of other facility costs, primarily related to asset write-downs and
depreciation on assets that had been utilized through the Closure. The remaining severance liability of $108 was included
within accrued liabilities as of December 31, 2014. See Note 12 for costs associated with the Plans that were impacted by the
Closure. The Closure was completed as of December 31, 2014. Closure costs were recorded primarily within Cost of Sales in
the accompanying Consolidated Statements of Income and are reflected in the results of the Industrial segment.
The following table sets forth the change in the liability for the 2014 employee severance actions:
January 1, 2014
Employee severance costs
Payments
December 31, 2014
$ —
1,230
(1,122)
$
108
The balance is expected to be paid in the first quarter of 2015.
10. Derivatives
The Company has manufacturing and sales facilities around the world and thus makes investments and conducts
business transactions denominated in various currencies. The Company is also exposed to fluctuations in interest rates and
commodity price changes. These financial exposures are monitored and managed by the Company as an integral part of its
risk management program.
Financial instruments have been used by the Company to hedge its exposures to fluctuations in interest rates. In April
2012, the Company entered into five-year interest rate swap agreements transacted with three banks which together convert
the interest on the first $100,000 of the Company’s one-month LIBOR-based borrowings from a variable rate plus the
borrowing spread to a fixed rate of 1.03% plus the borrowing spread. These interest rate swap agreements were accounted for
as cash flow hedges and remained in place at December 31, 2014.
The Company also uses financial instruments to hedge its exposures to fluctuations in foreign currency exchange rates.
The Company has various contracts outstanding which primarily hedge recognized assets or liabilities and anticipated
transactions in various currencies including the British pound sterling, U.S. dollar, Euro, Singapore dollar, Swedish kroner
and Swiss franc. Certain foreign currency derivative instruments are treated as cash flow hedges of forecasted transactions.
All foreign exchange contracts are due within two years.
The Company does not use derivatives for speculative or trading purposes or to manage commodity exposures.
51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
The following table sets forth the fair value amounts of derivative instruments held by the Company as of December 31.
Derivatives designated as hedging
instruments:
Interest rate contracts
Foreign exchange contracts
Derivatives not designated as
hedging instruments:
Foreign exchange contracts
Total derivatives
2014
2013
Asset
Derivatives
Liability
Derivatives
Asset
Derivatives
Liability
Derivatives
$
$
— $
—
—
(295) $
(652)
(947)
— $
—
—
(370)
(318)
(688)
460
460
(699)
$
(1,646)
$
543
543
$
(67)
(755)
Asset derivatives are recorded in prepaid expenses and other current assets in the accompanying consolidated balance
sheets. Liability derivatives related to interest rate contracts and foreign exchange contracts are recorded in other liabilities
and accrued liabilities, respectively, in the accompanying consolidated balance sheets.
The following table sets forth the gain (loss) recorded in accumulated other comprehensive income (loss), net of tax, for
the years ended December 31, 2014 and 2013 for derivatives held by the Company and designated as hedging instruments.
Cash flow hedges:
Interest rate contracts
Foreign exchange contracts
2014
2013
$
$
$
48
(261)
(213) $
898
(985)
(87)
Amounts included within accumulated other comprehensive income (loss) that were reclassified to expense during the
year ended December 31, 2014 and 2013 related to the interest rate swaps resulted in a fixed rate of interest of 1.03% plus the
borrowing spread for the first $100,000 of one-month LIBOR borrowings. The amounts reclassified for the foreign exchange
contracts were not material. Additionally, there were no amounts recognized in income for hedge ineffectiveness during the
years ended December 31, 2014 and 2013.
The following table sets forth the losses recorded in other expense (income), net in the consolidated statements of
income for the years ended December 31, 2014 and 2013 for non-designated derivatives held by the Company. Such losses
were substantially offset by gains recorded on the underlying hedged asset or liability.
Foreign exchange contracts
11. Fair Value Measurements
2014
2013
$
(810)
$
(739)
The provisions of the accounting standard for fair value define fair value as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This
standard classifies the inputs used to measure fair value into the following hierarchy:
Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for
identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are
observable for the asset or liability.
Level 3 Unobservable inputs for the asset or liability.
52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
The following table provides the assets and liabilities reported at fair value and measured on a recurring basis as of
December 31, 2014 and 2013:
Description
December 31, 2014
Asset derivatives
Liability derivatives
Bank acceptances
Rabbi trust assets
December 31, 2013
Asset derivatives
Liability derivatives
Bank acceptances
Rabbi trust assets
Fair Value Measurements Using
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
$
460
(1,646)
10,785
2,092
$11,691
$
543
(755)
6,461
1,975
$ 8,224
$ —
—
—
2,092
$ 2,092
$ —
—
—
1,975
$ 1,975
$
460
(1,646)
10,785
—
$ 9,599
$
543
(755)
6,461
—
$ 6,249
$ —
—
—
—
$ —
$ —
—
—
—
$ —
The derivative contracts are valued using observable current market information as of the reporting date such as the
prevailing LIBOR-based and U.S. treasury interest rates and foreign currency spot and forward rates. Bank acceptances
represent financial instruments accepted from certain Chinese customers in lieu of cash paid on receivables, generally range
from 3 to 6 months in maturity and are guaranteed by banks. The carrying amounts of the bank acceptances, which are
included within other current assets, approximate fair value due to their short maturities. The fair values of rabbi trust assets
are based on quoted market prices from various financial exchanges. For disclosures of the fair values of the Company’s
pension plan assets, see Note 12 of the Consolidated Financial Statements.
12. Pension and Other Postretirement Benefits
The accounting standards related to employers’ accounting for defined benefit pension and other postretirement plans
requires the Company to recognize the funded status of its defined benefit postretirement plans as assets or liabilities in the
accompanying consolidated balance sheets and to recognize changes in the funded status of the plans in comprehensive
income.
The Company has various defined contribution plans, the largest of which is its Retirement Savings Plan. Most U.S.
salaried and non-union hourly employees are eligible to participate in this plan. See Note 17 for further discussion of the
Retirement Savings Plan. The Company also maintains various other defined contribution plans which cover certain other
employees. Company contributions under these plans are based primarily on the performance of the business units and
employee compensation. Contribution expense under these other defined contribution plans was $5,213, $4,780 and $5,319
in 2014, 2013 and 2012, respectively.
Defined benefit pension plans in the U.S. cover a majority of the Company’s U.S. employees at the Associated Spring
business of Industrial, the Company’s Corporate Office and certain former U.S. employees, including retirees. Plan benefits
for salaried and non-union hourly employees are based on years of service and average salary. Plans covering union hourly
employees provide benefits based on years of service. In 2012, the Company closed the U.S. salaried defined benefit pension
plan (the “U.S. Salaried Plan”) to employees hired on or after January 1, 2013, with no impact to the benefits of existing
participants. Effective January 1, 2013, the Retirement Savings Plan was amended to provide certain salaried employees
hired on or after January 1, 2013 with an additional annual retirement contribution of 4% of eligible earnings, in place of
pensionable benefits under the closed U.S. Salaried Plan. The Company funds U.S. pension costs in accordance with the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Non-U.S. defined benefit pension plans cover
certain employees of certain international locations in Europe and Canada.
53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
The Company provides other medical, dental and life insurance postretirement benefits for certain of its retired
employees in the U.S. and Canada. It is the Company’s practice to fund these benefits as incurred.
The accompanying balance sheets reflect the funded status of the Company’s defined benefit pension plans at
December 31, 2014 and 2013, respectively. Reconciliations of the obligations and funded status of the plans follow:
Benefit obligation, January 1
Service cost
Interest cost
Actuarial (gain) loss
Benefits paid
Transfers in
Plan curtailments
Plan settlements
Special termination benefit
Participant contributions
Foreign exchange rate changes
Benefit obligation, December 31
Fair value of plan assets, January 1
Actual return on plan assets
Company contributions
Participant contributions
Benefits paid
Plan settlements
Transfers in
Foreign exchange rate changes
2014
2013
U.S.
Non-U.S.
Total
U.S.
Non-U.S.
Total
$374,740
3,549
19,129
58,906
(23,960)
—
—
—
715
—
—
$78,982
997
2,897
9,728
(3,405)
1,929
—
(4,949)
—
906
(6,780)
$453,722
4,546
22,026
68,634
(27,365)
1,929
—
(4,949)
715
906
(6,780)
$423,547
5,403
17,571
(40,734)
(23,348)
—
(8,715)
—
1,016
—
—
$72,769
778
2,541
31
(4,712)
6,786
—
—
—
545
244
$496,316
6,181
20,112
(40,703)
(28,060)
6,786
(8,715)
—
1,016
545
244
433,079
80,305
513,384
374,740
78,982
453,722
379,059
20,436
5,402
—
(23,960)
—
—
—
74,519
6,349
2,219
906
(3,405)
(4,949)
1,929
(5,818)
453,578
26,785
7,621
906
(27,365)
(4,949)
1,929
(5,818)
323,711
74,622
4,074
—
(23,348)
—
—
—
63,842
6,357
1,910
545
(4,712)
—
6,627
(50)
387,553
80,979
5,984
545
(28,060)
—
6,627
(50)
Fair value of plan assets, December 31
380,937
71,750
452,687
379,059
74,519
453,578
Funded/(underfunded) status, December 31
$ (52,142) $ (8,555) $ (60,697) $
4,319
$ (4,463) $
(144)
In 2013, “transfers in” relate primarily to the defined benefit pension plans associated with the acquisition of the Männer
Business. See Note 3 of the Consolidated Financial Statements. In 2013, plan curtailments and special termination benefits
relate to the sale of BDNA. See Note 2 of the Consolidated Financial Statements.
Projected benefit obligations related to pension plans with benefit obligations in excess of plan assets follow:
Projected benefit obligation
Fair value of plan assets
2014
2013
U.S.
Non-U.S.
Total
U.S.
Non-U.S.
Total
$297,067
234,305
$29,971
17,660
$327,038
251,965
$31,231
—
$27,415
19,353
$58,646
19,353
Information related to pension plans with accumulated benefit obligations in excess of plan assets follows:
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
2014
2013
U.S.
Non-U.S.
Total
U.S.
Non-U.S.
Total
$297,067
286,217
234,305
$23,496
20,446
12,552
$320,563
306,663
246,857
$31,231
30,913
—
$9,421
8,994
1,779
$40,652
39,907
1,779
The accumulated benefit obligation for all defined benefit pension plans was $497,453 and $444,096 at December 31,
2014 and 2013, respectively.
54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
Amounts related to pensions recognized in the accompanying balance sheets consist of:
2014
2013
U.S.
Non-U.S.
Total
U.S.
Non-U.S.
Total
Other assets
Accrued liabilities
Accrued retirement benefits
Accumulated other non-owner changes to equity, net
$ 10,620 $ 3,882 $ 14,502 $ 35,550 $ 3,599 $ 39,149
3,334
35,959
(67,422)
3,186
72,013
(107,614)
376
12,061
(20,689)
2,810
59,952
(86,925)
627
7,435
(18,858)
2,707
28,524
(48,564)
Amounts related to pensions recognized in accumulated other non-owner changes to equity, net of tax, at December 31,
2014 and 2013, respectively, consist of:
2014
2013
U.S.
Non-U.S.
Total
U.S.
Non-U.S.
Total
Net actuarial loss
Prior service costs
$(86,399) $(20,406) $(106,805) $(47,538) $(18,477) $(66,015)
(1,407)
(1,026)
(283)
(381)
(809)
(526)
The accompanying balance sheets reflect the underfunded status of the Company’s other postretirement benefit plans at
December 31, 2014 and 2013. Reconciliations of the obligations and underfunded status of the plans follow:
$(86,925) $(20,689) $(107,614) $(48,564) $(18,858) $(67,422)
Benefit obligation, January 1
Service cost
Interest cost
Actuarial (gain) loss
Benefits paid
Curtailment gain
Participant contributions
Foreign exchange rate changes
Benefit obligation, December 31
Fair value of plan assets, January 1
Company contributions
Participant contributions
Benefits paid
Fair value of plan assets, December 31
Underfunded status, December 31
$
2014
2013
$
46,243
139
2,179
3,049
(7,568)
—
2,833
(61)
46,814
—
4,735
2,833
(7,568)
—
53,988
233
2,061
(2,328)
(9,133)
(1,675)
3,039
58
46,243
—
6,094
3,039
(9,133)
—
$
46,814
$
46,243
Amounts related to other postretirement benefits recognized in the accompanying balance sheets consist of:
Accrued liabilities
Accrued retirement benefits
Accumulated other non-owner changes to equity, net
2014
2013
$
5,047 $
41,767
(7,675)
4,891
41,352
(5,804)
Amounts related to other postretirement benefits recognized in accumulated other non-owner changes to equity, net of
tax, at December 31, 2014 and 2013 consist of:
Net actuarial loss
Prior service credits
2014
2013
$
$
(8,212) $
537
(7,675) $
(6,885)
1,081
(5,804)
55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
The sources of changes in accumulated other non-owner changes to equity, net, during 2014 were:
Net loss
Amortization of prior service costs (credits)
Amortization of actuarial loss
Foreign exchange rate changes
Weighted-average assumptions used to determine benefit obligations at December 31, are:
U.S. plans:
Discount rate
Increase in compensation
Non-U.S. plans:
Discount rate
Increase in compensation
Pension
$ (48,957)
570
6,477
1,765
Other
Postretirement
Benefits
$ (1,930)
(544)
628
(25)
$ (40,145)
$ (1,871)
2014
2013
4.25%
3.73%
2.74%
2.72%
5.20%
3.72%
3.93%
2.76%
The investment strategy of the plans is to generate a consistent total investment return sufficient to pay present and
future plan benefits to retirees, while minimizing the long-term cost to the Company. Target allocations for asset categories
are used to earn a reasonable rate of return, provide required liquidity and minimize the risk of large losses. Targets may be
adjusted, as necessary, to reflect trends and developments within the overall investment environment. The weighted-average
target investment allocations by asset category were as follows during 2014: 70% in equity securities, 20% in fixed income
securities, 5% in real estate and 5% in other investments, including cash. During the fourth quarter of 2014, the Company
approved a strategic shift that resulted in a change in the targeted mix of assets. The revised target mix reflects the following
investment allocations by asset category: 65% in equity securities, 30% in fixed income securities and 5% in other
investments, including cash.
56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
The fair values of the Company’s pension plan assets at December 31, 2014 and 2013, by asset category are as follows:
Asset Category
December 31, 2014
Cash and short-term investments
Equity securities:
U.S. large-cap
U.S. mid-cap
U.S. small-cap
International equities
Fixed income securities:
U.S. bond funds
International bonds
Real estate securities
Other
December 31, 2013
Cash and short-term investments
Equity securities:
U.S. large-cap
U.S. mid-cap
U.S. small-cap
International equities
Fixed income securities:
U.S. bond funds
International bonds
Real estate securities
Other
Fair Value Measurements Using
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
$ 10,805
$ 10,805
$ —
$ —
137,051
48,614
47,972
71,451
79,810
35,949
18,915
2,120
65,484
48,614
47,972
—
—
—
—
—
71,567
—
—
71,451
79,810
35,949
18,915
—
—
—
—
—
—
—
—
2,120
$452,687
$172,875
$277,692
$2,120
$ 18,885
$ 18,885
$ —
$ —
131,749
47,276
53,627
80,479
65,740
37,357
16,686
1,779
61,257
47,276
53,627
—
—
—
—
—
70,492
—
—
80,479
65,740
37,357
16,686
—
—
—
—
—
—
—
—
1,779
$453,578
$181,045
$270,754
$1,779
The fair values of the Level 1 assets are based on quoted market prices from various financial exchanges. The fair
values of the Level 2 assets are based primarily on quoted prices in active markets for similar assets or liabilities. The
Level 2 assets are comprised primarily of commingled funds and fixed income securities. Commingled equity funds are
valued at their net asset values based on quoted market prices of the underlying assets. Fixed income securities are valued
using a market approach which considers observable market data for the underlying asset or securities. The Level 3 assets
relate to the defined benefit pension plan of the Synventive business and were transferred to the Company in the August 2012
acquisition. These pension assets are fully insured and have been estimated based on accrued pension rights and actuarial
rates. These pension assets are limited to fulfilling the Company’s pension obligations.
The Company expects to contribute approximately $5,169 to the pension plans in 2015.
57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
The following are the estimated future net benefit payments, which include future service, over the next 10 years:
2015
2016
2017
2018
2019
Years 2020-2024
Total
$
Pensions
29,161
29,319
29,471
29,745
30,570
151,904
Other
Postretirement
Benefits
$
4,547
4,177
3,971
4,108
3,846
16,112
$
300,170
$
36,761
Pension and other postretirement benefit expenses consist of the following:
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost (credit)
Recognized losses
Curtailment loss (gain)
Settlement loss
Special termination benefits
2014
$ 4,546
22,026
(34,232)
648
8,617
219
871
715
Pensions
2013
$ 6,181
20,112
(33,144)
752
16,365
199
637
1,016
Other
Postretirement Benefits
2012
2014
2013
2012
$ 139
$ 6,530
2,179
21,624
(32,827) —
845
12,048
—
92
—
(871)
1,017
4
—
—
$
233 $
2,061
—
(1,006)
1,004
(3,081)
—
—
273
2,532
—
(1,585)
1,082
—
—
—
Net periodic benefit cost
$ 3,410
$ 12,118
$ 8,312
$2,468
$ (789) $ 2,302
The estimated net actuarial loss and prior service cost for the defined benefit pension plans that will be amortized from
accumulated other non-owner changes to equity into net periodic benefit cost in 2015 are $14,640 and $313, respectively.
The estimated net actuarial loss and prior service credit for other defined benefit postretirement plans that will be amortized
from accumulated other non-owner changes to equity into net periodic benefit cost in 2015 are $1,043 and $(564),
respectively.
Weighted-average assumptions used to determine net benefit expense for years ended December 31, are:
U.S. plans:
Discount rate
Long-term rate of return
Increase in compensation
Non-U.S. plans:
Discount rate
Long-term rate of return
Increase in compensation
2014
2013
2012
5.20% 4.25% 5.05%
9.00% 9.00% 9.00%
3.72% 3.71% 3.71%
3.93% 3.73% 4.46%
5.07% 5.33% 5.79%
2.76% 2.69% 2.76%
The expected long-term rate of return is based on projected rates of return and the historical rates of return of published
indices that are used to measure the plans’ target asset allocation. The historical rates are then discounted to consider
fluctuations in the historical rates as well as potential changes in the investment environment.
The Company’s accumulated postretirement benefit obligations, exclusive of pensions, take into account certain cost-
sharing provisions. The annual rate of increase in the cost of covered benefits (i.e., health care cost trend rate) is assumed to
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
be 6.88% and 7.11% at December 31, 2014 and 2013, respectively, decreasing gradually to a rate of 4.50% by December 31,
2029. A one percentage point change in the assumed health care cost trend rate would have the following effects:
Effect on postretirement benefit obligation
Effect on postretirement benefit cost
One Percentage
Point Increase
One Percentage
Point Decrease
$509
25
$(467)
(23)
The Company previously contributed to a multi-employer defined benefit pension plan under the terms of a collective
bargaining agreement. This multi-employer plan provides pension benefits to certain former union-represented employees of
the Edison, New Jersey facility at BDNA. The Company determined that a withdrawal from this multi-employer plan,
following its entry into a definitive agreement to sell BDNA in February 2013, was probable. The Company estimated its
assessment of a withdrawal liability, on a pre-tax discounted basis, and recorded a liability of $2,788 during the first quarter
of 2013. The expense was recorded within discontinued operations. The Company completed the sale of BDNA and ceased
making contributions into the multi-employer plan during the second quarter of 2013. The Company settled the withdrawal
liability in the fourth quarter of 2013, with the agreed-upon settlement payment being made in January 2014.
The Company actively contributes to a Swedish pension plan that supplements the Swedish social insurance system.
The pension plan guarantees employees a pension based on a percentage of their salary and represents a multi-employer
pension plan, however the pension plan was not significant in any year presented. This pension plan is not underfunded.
Contributions related to the individually insignificant multi-employer plans, as disclosure is required pursuant to the
applicable accounting standards, are as follows:
Pension Fund:
Teamsters Local 641 Pension Fund (Edison, New Jersey)
Swedish Pension Plan (ITP2)
Total Contributions
Contributions
by the
Company
2014
2013
2012
$ — $
379
$
379
$
23
414
437
$
$
97
409
506
The Company also contributed to a multi-employer other postretirement benefit plan under the terms of the collective
bargaining agreement at the former Edison, New Jersey facility. This postretirement benefit plan was settled in conjunction
with the defined benefit pension plan. This health and welfare postretirement plan provides medical, prescription, optical and
other benefits to certain former union-represented active employees and retirees. Company contributions to the
postretirement plan were $0, $40 and $171 in 2014, 2013 and 2012, respectively. There have been no significant changes that
affect the comparability of 2014, 2013 or 2012 contributions, however contributions to the postretirement benefit plan ceased
during the second quarter of 2013 following the sale of BDNA.
13. Stock-Based Compensation
The Company accounts for the cost of all share-based payments, including stock options, by measuring the payments at
fair value on the grant date and recognizing the cost in the results of operations. The fair values of stock options are estimated
using the Black-Scholes option-pricing model based on certain assumptions. The fair values of service and performance
based stock awards are estimated based on the fair market value of the Company’s stock price on the grant date. The fair
value of market based performance share awards are estimated using the Monte Carlo valuation method. Estimated forfeiture
rates are applied to outstanding awards. The Company records the cash flows resulting from tax deductions in excess of
compensation for those options and other stock awards, if any, as financing cash flows. The Company has elected the
shortcut method as described in the related accounting literature for determining the available pool of windfall tax benefits
upon adoption. The Company accounts for the utilization of windfall tax benefits using the tax law ordering approach.
Refer to Note 17 for a description of the Company’s stock-based compensation plans and their general terms. As of
December 31, 2014, incentives have been awarded in the form of performance share unit awards and restricted stock unit
awards (collectively, “Rights”) and stock options. The Company has elected to use the straight-line method to recognize
59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
compensation costs. Stock options and awards vest over a period ranging from six months to five years. The maximum term
of stock option awards is 10 years. Upon exercise of a stock option or upon vesting of Rights, shares may be issued from
treasury shares held by the Company or from authorized shares.
In February of 2013, the Board of Directors of the Company approved a Transition and Resignation Agreement
(the “Agreement”) for its former Chief Executive Officer (“Former CEO”) in connection with his resignation from the CEO
role and his assumption of a Vice Chairman role. The Agreement provided that, in exchange for the Former CEO’s delivery
of an effective release of claims, his adherence to certain restrictive covenants, and the successful provision of transition
services, including with regard to certain equity grants, the successful sale of the BDNA business, the Former CEO’s
outstanding equity awards were modified to increase the post-termination exercise period for stock options until the earlier of
ten years from the date of grant or five years from the retirement date and made non-forfeitable all outstanding stock options,
restricted stock unit awards and performance share unit awards that remained unvested on the day of his agreed to resignation
date from the Company. The original vesting dates of the equity awards serve as the delivery dates and the performance
metrics continue to apply to the performance share unit awards. The Company recorded $10,492 of stock compensation
expense in the first quarter of 2013 as a result of the modifications.
During 2014, 2013 and 2012, the Company recognized $7,603, $18,128, and $8,819 respectively, of stock-based
compensation cost and $2,834, $6,757, and $3,345 respectively, of related tax benefits in the accompanying consolidated
statements of income. Stock compensation cost in 2013 includes the $10,492 related to the modification of awards for the
Former CEO. In addition, the Company has recorded $4,888, $3,899 and $1,438 of excess tax benefits in additional paid-in
capital in 2014, 2013 and 2012, respectively. The Company has realized all available tax benefits related to deductions from
excess stock awards exercised or issued in earlier periods. At December 31, 2014, the Company had $10,560 of unrecognized
compensation costs related to unvested awards which are expected to be recognized over a weighted average period of
2.05 years.
The following table summarizes information about the Company’s stock option awards during 2014:
Outstanding, January 1, 2014
Granted
Exercised
Forfeited
Outstanding, December 31, 2014
Number of
Shares
1,516,341
92,050
(569,561)
(25,606)
Weighted-
Average
Exercise
Price
$20.65
37.24
19.36
27.10
1,013,224
22.72
The following table summarizes information about stock options outstanding at December 31, 2014:
Range of
Exercise
Prices
$11.45 to $20.69
$22.34 to $24.24
$24.40 to $32.76
$33.45 to $38.96
Number
of Shares
356,110
317,783
253,781
85,550
Options Outstanding
Average
Remaining
Life (Years)
4.70
3.38
4.29
8.97
Average
Exercise
Price
$16.44
23.08
26.23
37.17
Options Exercisable
Number
of Shares
348,385
234,921
203,251
2,000
Average
Exercise
Price
$16.35
22.68
26.16
33.45
The Company received cash proceeds from the exercise of stock options of $11,024, $13,034 and $6,415 in 2014, 2013
and 2012, respectively. The total intrinsic value (the amount by which the stock price exceeds the exercise price of the option
on the date of exercise) of the stock options exercised during 2014, 2013 and 2012 was $11,178, $14,022 and $4,225,
respectively.
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
The weighted-average grant date fair value of stock options granted in 2014, 2013 and 2012 was $12.14, $8.77 and
$9.49, respectively. The fair value of each stock option grant on the date of grant was estimated using the Black-Scholes
option-pricing model based on the following weighted average assumptions:
Risk-free interest rate
Expected life (years)
Expected volatility
Expected dividend yield
2014
2013
2012
1.68% 0.96% 0.98%
5.3
5.3
42.6% 48.9% 50.2%
2.24% 2.38% 2.56%
5.3
The risk-free interest rate is based on the term structure of interest rates at the time of the option grant. The expected life
represents an estimate of the period of time that options are expected to remain outstanding. Assumptions of expected
volatility of the Company’s common stock and expected dividend yield are estimates of future volatility and dividend yields
based on historical trends.
The following table summarizes information about stock options outstanding that are expected to vest and stock options
outstanding that are exercisable at December 31, 2014:
Options Outstanding, Expected to Vest
Options Outstanding, Exercisable
Weighted-
Average
Exercise
Price
Aggregate
Intrinsic
Value
Weighted-
Average
Remaining
Term (Years)
Shares
Weighted-
Average
Exercise Price
Aggregate
Intrinsic Value
Weighted-
Average
Remaining
Term (Years)
$22.72
$14,248
4.54
788,557
$20.81
$12,778
3.88
Shares
995,945
The following table summarizes information about the Company’s Rights during 2014:
Outstanding, January 1, 2014
Granted
Forfeited
Additional Earned
Issued
Outstanding, December 31, 2014
Service Based Rights
Service and Performance
Based Rights
Service and Market Based
Rights
Weighted-
Average Grant
Date Fair
Value
$20.60
36.93
28.82
—
34.09
26.76
Number
of Units
558,576
132,794
(45,531)
—
(216,633)
429,206
Number
of Units
224,544
65,437
(17,429)
37,173
(82,661)
227,064
Weighted-
Average Grant
Date Fair
Value
$24.42
37.34
35.13
23.13
23.13
28.11
Number
of Units
112,272
32,718
(8,715)
19,483
(42,227)
113,531
Weighted-
Average Grant
Date Fair
Value
$35.87
58.16
44.70
34.87
34.87
41.82
The Company granted 132,794 restricted stock unit awards and 98,155 performance share unit awards in 2014. All of the
restricted stock unit awards vest upon meeting certain service conditions. “Additional Earned” reflects performance share unit
awards earned above target that have been issued. The performance share unit awards are part of the long-term Relative
Measure Program, which is designed to assess the long-term Company performance relative to the performance of companies
included in the Russell 2000 Index. The performance goals are independent of each other and based on three metrics, the
Company’s total shareholder return (“TSR”), basic or diluted earnings per share growth and operating income before
depreciation and amortization growth (weighted equally). The participants can earn from zero to 250% of the target award and
the award includes a forfeitable right to dividend equivalents, which are not included in the aggregate target award numbers.
Compensation expense for the awards is recognized over the three year service period based upon the value determined under
the intrinsic value method for the basic or diluted earnings per share growth and operating income before depreciation and
amortization growth portions of the award and the Monte Carlo simulation valuation model for the TSR portion of the award
since it contains a market condition. The weighted-average assumptions used to determine the weighted-average fair values of
the market based portion of the 2014 awards include a 0.69% risk-free interest rate and a 32.9% expected volatility rate.
Compensation expense for the TSR portion of the awards is fixed at the date of grant and will not be adjusted in future
periods based upon the achievement of the TSR performance goal. Compensation expense for the basic earnings per share
growth and operating income before depreciation and amortization growth portions of the awards is recorded each period
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
based upon a probability assessment of achieving the goals with a final adjustment at the end of the service period based
upon the actual achievement of those performance goals.
14. Income Taxes
The components of Income from continuing operations before income taxes and Income taxes follow:
Income from continuing operations before income taxes:
U.S.
International
Income from continuing operations before income taxes
Income tax provision:
Current:
U.S. – federal
U.S. – state
International
Deferred:
U.S. – federal
U.S. – state
International
Income taxes
2014
2013
2012
$ 33,070
133,430
$ 10,343
97,231
$ 8,853
83,409
$166,500
$107,574
$92,262
$ 22,673
1,236
35,954
$
8,356
539
16,933
$
579
24
13,418
59,863
25,828
14,021
(6,737)
1,279
(8,446)
13,792
(110)
(4,257)
4,610
566
(6,765)
(13,904)
9,425
(1,589)
$ 45,959
$ 35,253
$12,432
Deferred income tax assets and liabilities at December 31 consist of the tax effects of temporary differences related to
the following:
Allowance for doubtful accounts
Depreciation and amortization
Inventory valuation
Other postretirement/postemployment costs
Tax loss carryforwards
Pension
Accrued compensation
Goodwill
Swedish tax incentive
Contingent convertible debt interest
Unrealized foreign currency gain
Other
Valuation allowance
Current deferred income taxes
Non-current deferred income taxes
Assets
Liabilities
2014
2013
2014
2013
$
494
(19,338)
17,072
17,549
13,977
21,968
15,418
(13,772)
—
—
—
4,398
57,766
(15,856)
$
520
1,886
17,292
3,065
15,363
1,631
5,949
—
—
(12,848)
—
6,555
39,413
(18,873)
$
86
59,271
1,981
(247)
(56)
(1,005)
—
57
4,255
—
1,999
5,763
72,104
—
$
88
96,305
4,241
(14,536)
(1,445)
(1,049)
(9,381)
12,805
4,590
—
2,948
3,735
98,301
—
$ 41,910
$ 20,540
$72,104
$ 98,301
$ 31,849
10,061
$ 18,226
2,314
$ 1,957
70,147
$ 3,795
94,506
$ 41,910
$ 20,540
$72,104
$ 98,301
The standards related to accounting for income taxes require that deferred tax assets be reduced by a valuation
allowance if, based on all available evidence, it is more likely than not that the deferred tax asset will not be realized.
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
Available evidence includes the reversal of existing taxable temporary differences, future taxable income exclusive of
temporary differences, taxable income in carryback years and tax planning strategies.
Management believes that sufficient taxable income should be earned in the future to realize the net deferred tax assets
principally in the United States. The realization of these assets is dependent in part on the amount and timing of future
taxable income in the jurisdictions where deferred tax assets reside. The Company has tax loss carryforwards of $51,416;
$865 of which relates to state tax loss carryforwards; $46,690 of which relates to international tax loss carryforwards with
carryforward periods ranging from one to 15 years; and $3,861 of which relates to international tax loss carryforwards with
unlimited carryforward periods. In addition, the Company has tax credit carryforwards of $216 with remaining carryforward
periods ranging from one year to 5 years. As the ultimate realization of the remaining net deferred tax assets is dependent
upon future taxable income, if such future taxable income is not earned and it becomes necessary to recognize a valuation
allowance, it could result in a material increase in the Company’s tax expense which could have a material adverse effect on
the Company’s financial condition and results of operations.
The Company has not recognized deferred income taxes on $862,082 of undistributed earnings of its international
subsidiaries, since such earnings are considered to be reinvested indefinitely. If the earnings were distributed in the form of
dividends, the Company would be subject, in certain cases, to both U.S. income taxes and foreign income and withholding
taxes. Determination of the amount of this unrecognized deferred income tax liability is not practicable. During 2014, the
Company repatriated a dividend from a portion of current year foreign earnings to the U.S. in the amount of $12,500. As a
result of the dividend, tax expense increased by $4,391 and the 2014 annual consolidated effective income tax rate increased
by 2.6 percentage points.
A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate from
continuing operations follows:
2014
2013
2012
U.S. federal statutory income tax rate
State taxes (net of federal benefit)
Foreign losses without tax benefit
U.S. Tax Court Decision
Foreign operations taxed at lower rates
Repatriation from current year foreign earnings
Other
Consolidated effective income tax rate
35.0% 35.0% 35.0%
0.5
0.3
0.3
1.1
0.8
0.8
— 15.3 —
(20.6)
1.1
0.9
(23.7)
2.3
(1.2)
(12.6)
2.6
1.0
27.6% 32.8% 13.5%
The Aerospace and Industrial Segments were previously awarded a number of multi-year tax holidays in both Singapore
and China. Tax benefits of $4,513 ($0.08 per diluted share), $6,746 ($0.12 per diluted share) and $6,026 ($0.11 per diluted
share) were realized in 2014, 2013 and 2012, respectively. These holidays are subject to the Company meeting certain
commitments in the respective jurisdictions. The tax holidays are due to expire in 2015 and 2016.
Income taxes paid globally, net of refunds, were $33,146, $158,092 and $15,876 in 2014, 2013 and 2012, respectively.
As of December 31, 2014, 2013 and 2012, the total amount of unrecognized tax benefits recorded in the consolidated
balance sheet was $8,560, $8,027 and $9,321, respectively, which, if recognized, would have reduced the effective tax rate in
prior years, with the exception of amounts related to acquisitions. A reconciliation of the unrecognized tax benefits for 2014,
2013 and 2012 follows:
Balance at January 1
Increase (decrease) in unrecognized tax benefits due to:
Tax positions taken during prior periods
Tax positions taken during the current period
Acquisition
Settlements
Balance at December 31
63
2014
2013
2012
$8,027
$ 9,321
$6,965
533
—
—
—
9,944
3,350
556
(15,144)
—
—
2,528
(172)
$8,560
$ 8,027
$9,321
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The
Company recognized interest and penalties as a component of income taxes of $0, $9,614, and $0 in the years 2014, 2013,
and 2012 respectively. The liability for unrecognized tax benefits include gross accrued interest and penalties of $1,031,
$1,031 and $0 at December 31, 2014, 2013 and 2012, respectively.
The Company or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign
jurisdictions. In the normal course of business, the Company is subject to examination by various taxing authorities,
including the IRS in the U.S. and the taxing authorities in other major jurisdictions such as Brazil, Canada, China, France,
Germany, Mexico, Singapore, Sweden, Switzerland and the United Kingdom. With few exceptions, the Company is no
longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2003.
See Note 21 of the Consolidated Financial Statements for a discussion of current IRS matters.
15. Common Stock
In 2014 and 2012, no shares of common stock were issued from Treasury. In 2013, 1,032,493 shares of common stock
were issued from treasury and used to fund the acquisition of the Männer Business. In 2014, 2013 and 2012, the Company
acquired 220,794 shares, 2,350,697 shares and 700,000 shares, respectively, of the Company’s common stock at a cost of
$8,389, $68,608 and $19,037, respectively. These amounts exclude shares reacquired to pay for the related income tax upon
issuance of shares in accordance with the terms of the Company’s stockholder-approved equity compensation plans and the
equity rights granted under those plans (“Reacquired Shares”). These Reacquired Shares were placed in treasury.
In 2014, 2013 and 2012, 923,852 shares, 1,104,099 shares and 608,227 shares of common stock, respectively, were
issued from authorized shares for the exercise of stock options, various other incentive awards and purchases by the
Company’s Employee Stock Purchase Plan.
16. Preferred Stock
At December 31, 2014 and 2013, the Company had 3,000,000 shares of preferred stock authorized, none of which were
outstanding.
17. Stock Plans
Most U.S. salaried and non-union hourly employees are eligible to participate in the Company’s 401(k) plan (the
“Retirement Savings Plan”). The Retirement Savings Plan provides for the investment of employer and employee
contributions in various investment alternatives including the Company’s common stock, at the employee’s direction. The
Company contributes an amount equal to 50% of employee contributions up to 6% of eligible compensation. The Company
expenses all contributions made to the Retirement Savings Plan. Effective January 1, 2013, the Retirement Savings Plan was
amended to provide certain salaried employees hired on or after January 1, 2013 with an additional annual retirement
contribution of 4% of eligible earnings. The Company recognized expense of $3,278, $2,815 and $3,504 in 2014, 2013 and
2012, respectively. As of December 31, 2014, the Retirement Savings Plan held 1,807,534 shares of the Company’s common
stock.
The Company has an Employee Stock Purchase Plan (“ESPP”) under which eligible employees may elect to have up to
the lesser of $25 or 10% of base compensation deducted from their payroll checks for the purchase of the Company’s
common stock at 95% of the average market value on the date of purchase. The maximum number of shares which may be
purchased under the ESPP is 4,550,000. The number of shares purchased under the ESPP was 12,770, 14,979 and 27,949 in
2014, 2013 and 2012, respectively. The Company received cash proceeds from the purchase of these shares of $436, $457
and $646 in 2014, 2013 and 2012, respectively. As of December 31, 2014, 308,455 additional shares may be purchased.
The 1991 Barnes Group Stock Incentive Plan (the “1991 Plan”) authorized the granting of incentives to executive
officers, directors and key employees in the form of stock options, stock appreciation rights, incentive stock rights and
performance unit awards. On May 9, 2014, the 1991 Plan was merged into the 2014 Plan.
The Barnes Group Inc. Employee Stock and Ownership Program (the “2000 Plan”) was approved on April 12, 2000,
and subsequently amended on April 10, 2002 by the Company’s stockholders. The 2000 Plan permitted the granting of
64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
incentive stock options, nonqualified stock options, restricted stock awards, performance share or cash unit awards and stock
appreciation rights, or any combination of the foregoing, to eligible employees to purchase up to 6,900,000 shares of the
Company’s common stock. Such shares were authorized and reserved. On May 9, 2014, the 2000 Plan was merged into the
2014 Plan.
The Barnes Group Stock and Incentive Award Plan (the “2004 Plan”) was approved on April 14, 2004, and
subsequently amended on April 20, 2006 and May 7, 2010 by the Company’s stockholders. The 2004 Plan permits the
issuance of incentive awards, stock option grants and stock appreciation rights to eligible participants to purchase up to
5,700,000 shares of common stock. Of this amount as of December 31, 2013 there were 1,541,914 shares available for future
grants under the 2004 Plan. On May 9, 2014, the 2004 Plan was merged into the 2014 Plan.
The 2014 Barnes Group Stock and Incentive Award Plan (the “2014 Plan”) was approved on May 9, 2014 by the
Company’s stockholders. The 2014 Plan permits the issuance of incentive awards, stock option grants and stock appreciation
rights to eligible participants to purchase up to 6,913,978 shares of common stock. The amount includes shares available for
purchase under the 1991, 2000, and 2004 Plans which were merged into the 2014 Plan. The 2014 Plan allows for stock
options and stock appreciation rights to be issued at a ratio of 1:1 and other types of incentive awards at a ratio of 2.84:1 from
the shares available for future grants. As of December 31, 2014, there were 7,371,279 shares available for future grants under
the 2014 Plan, inclusive of Shares Reacquired and shares made available through 2014 forfeitures. As of December 31, 2014,
there were 1,812,815 shares of common stock outstanding to be issued upon the exercise of stock options and the vesting of
Rights.
Rights under the 2014 Plan entitle the holder to receive, without payment, one share of the Company’s common stock
after the expiration of the vesting period. Certain of these Rights are also subject to the satisfaction of established
performance goals. Additionally, holders of certain Rights are credited with dividend equivalents, which are converted into
additional Rights, and holders of certain restricted stock units are paid dividend equivalents in cash when dividends are paid
to other stockholders. All Rights have a vesting period of up to five years.
Under the Non-Employee Director Deferred Stock Plan, as amended, each non-employee director who joined the Board
of Directors prior to December 15, 2005 was granted the right to receive 12,000 shares of the Company’s common stock
upon retirement. In 2014 and 2013, $28 and $30, respectively, of dividend equivalents were paid in cash related to these
shares. Compensation cost related to this plan was $16, $16 and $19 in 2014, 2013 and 2012, respectively. There are 55,200
shares reserved for issuance under this plan. Each non-employee director who joined the Board of Directors subsequent to
December 15, 2005 received restricted stock units under the respective 2004 or 2014 Plans and have a value of $50 that vest
three years after the date of grant.
Total maximum shares reserved for issuance under all stock plans aggregated 9,547,749 at December 31, 2014.
18. Weighted Average Shares Outstanding
Income from continuing operations and net income per common share is computed in accordance with accounting
standards related to earnings per share. Basic earnings per share is calculated using the weighted-average number of common
shares outstanding during the year. Share-based payment awards that entitle their holders to receive nonforfeitable dividends
before vesting should be considered participating securities and, as such, should be included in the calculation of basic earnings
per share. The Company’s restricted stock unit awards which contain nonforfeitable rights to dividends are considered
participating securities. Diluted earnings per share reflects the assumed exercise and conversion of all dilutive securities. Shares
held by the Retirement Savings Plan are considered outstanding for both basic and diluted earnings per share. There are no
significant adjustments to income from continuing operations and net income for purposes of computing income available to
65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
common stockholders for the years ended December 31, 2014, 2013 and 2012. A reconciliation of the weighted-average number
of common shares outstanding used in the calculation of basic and diluted earnings per share follows:
Basic
Dilutive effect of:
Stock options
Restricted stock units
Convertible senior subordinated debt
Non-Employee Director Deferred Stock Plan
Diluted
Weighted-Average Common Shares Outstanding
2014
2013
2012
54,791,030
53,860,308
54,626,453
355,595
319,704
245,230
11,708
575,202
280,488
209,321
48,025
478,462
70,554
—
48,988
55,723,267
54,973,344
55,224,457
The calculation of weighted-average diluted shares outstanding excludes all anti-dilutive shares. During 2014, 2013 and
2012, the Company excluded 89,924, 133,162 and 336,892 stock options, respectively, from the calculation of diluted
weighted-average shares outstanding as the stock options were considered anti-dilutive.
On June 16, 2014, $224 (par value) of the 3.375% Convertible Senior Subordinated Notes due in March 2027 (the
“3.375% Convertible Notes”) were surrendered for conversion. On June 24, 2014, the Company exercised its right to redeem
the remaining $55,412 principal amount of the Notes, effective July 31, 2014, and elected to pay cash to holders of the Notes
surrendered for conversion, including the value of any residual shares of common stock that were payable to the holders
electing to convert their notes into an equivalent share value. Accordingly, the potential shares issuable for the 3.375%
Convertible Notes were included in diluted average common shares outstanding for the period prior to the June 24, 2014
notification date. Under the net share settlement method, there were 245,230 and 209,321 potential shares issuable under the
Notes that were considered dilutive in 2014 and 2013, respectively. There were no potential shares issuable in 2012 as the
Notes would have been anti-dilutive.
19. Changes in Accumulated Other Comprehensive Income by Component
The following tables set forth the changes in accumulated other comprehensive income by component for the years
ended December 31, 2014 and December 31, 2013:
January 1, 2014
Other comprehensive loss before reclassifications to consolidated
statements of income
Amounts reclassified from accumulated other comprehensive income
to the consolidated statements of income
Net current-period other comprehensive loss
December 31, 2014
January 1, 2013
Other comprehensive (loss) income before reclassifications to
consolidated statements of income
Amounts reclassified from accumulated other comprehensive (loss)
income to the consolidated statements of income
Net current-period other comprehensive (loss) income
December 31, 2013
66
Gains and
Losses on Cash
Flow Hedges
Pension and
Other
Postretirement
Benefit Items
Foreign
Currency
Items
Total
$ (519)
$ (73,273)
$ 99,736
$ 25,944
(1,074)
(49,144)
(83,168)
(133,386)
861
(213)
7,128
—
7,989
(42,016)
(83,168)
(125,397)
$ (732)
$(115,289)
$ 16,568
$ (99,453)
Gains and
Losses on Cash
Flow Hedges
Pension and
Other
Postretirement
Benefit Items
Foreign
Currency
Items
Total
$ (432)
$(146,441)
$ 80,121 $ (66,752)
(48)
(39)
(87)
63,315
15,472
78,739
9,853
73,168
4,143
19,615
13,957
92,696
$ (519)
$ (73,273)
$ 99,736 $ 25,944
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
The following table sets forth the reclassifications out of accumulated other comprehensive income by component for
the years ended December 31, 2014 and December 31, 2013:
Details about Accumulated Other Comprehensive Income Components
Gains and losses on cash flow hedges
Interest rate contracts
Foreign exchange contracts
Pension and other postretirement benefit items
Amortization of prior-service credits, net
Amortization of actuarial losses
Curtailment (loss) gain (net)
Settlement loss
Foreign currency items
Charge to cumulative translation adjustment (sale of BDNA)
Amount Reclassified
from Accumulated
Other
Comprehensive
Income
2014
2013
Affected Line Item in the
Consolidated
Statements of Income
$
(886) $
(391)
Interest expense
(850)
733 Net sales
(1,277)
416
(861)
(117) Total before tax
156 Tax benefit
39 Net of tax
$
223
(9,634)
(223)
(871)
254
$
(17,369)
2,882
(637)
(A)
(A)
(A)
(A)
(10,505)
3,377
(14,870) Total before tax
5,017 Tax benefit
(7,128)
(9,853) Net of tax
$ — $ (4,143)
Income from
discontinued operations
—
—
— Tax benefit
(4,143) Net of tax
Total reclassifications in the period
$ (7,989) $(13,957)
(A) These accumulated other comprehensive income components are included within the computation of net periodic pension cost. See Note 12.
20. Information on Business Segments
In the first quarter of 2013, the Company realigned its reportable business segments by transferring the Associated
Spring Raymond business (“Raymond”), its remaining business within the former Distribution segment, to the Industrial
segment. Raymond sells, among other products, springs that are manufactured by one of the Industrial businesses.
Accordingly, the Company reports under two global business segments: Industrial and Aerospace. The Company’s two
reportable segments offer different products and services and are managed separately as each business has different core
functional and delivery capabilities. All segment information presented below has been adjusted on a retrospective basis for
the impact of the segment realignment.
Industrial is a global manufacturer of highly-engineered, high-quality precision parts, products and systems for critical
applications serving a diverse customer base in end-markets such as transportation, industrial equipment, consumer products,
packaging, electronics, medical devices, and energy. Focused on innovative custom solutions, Industrial participates in the
design phase of components and assemblies whereby the customers receive the benefits of application and systems engineering,
new product development, testing and evaluation, and the manufacturing of final products. Industrial designs and manufactures
customized hot runner systems and precision mold assemblies – the enabling technologies for many complex injection molding
applications. It is a leading manufacturer and supplier of precision mechanical products, including mechanical springs and
nitrogen gas products. Industrial manufactures high-precision punched and fine-blanked components used in transportation and
industrial applications, nitrogen gas springs and manifold systems used to precisely control stamping presses, and retention rings
that position parts on a shaft or other axis. Industrial is equipped to produce virtually every type of precision spring, from fine
hairsprings for electronics and instruments to large heavy-duty springs for machinery.
67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
In the fourth quarter of 2013, the Company completed the acquisition of the Männer Business, a leader in the
development and manufacture of high precision molds, valve gate hot runner systems, and system solutions for the medical/
pharmaceutical, packaging, and personal care/health care industries. The Männer Business includes manufacturing locations
in Germany, Switzerland and the United States, and sales and service offices in Europe, the United States, Hong Kong/China
and Japan and has been integrated into the Industrial segment.
Industrial has a diverse customer base with products purchased by durable goods manufacturers located around the
world in industries including transportation, consumer products, packaging, farm equipment, telecommunications, medical
devices, home appliances and electronics.
Industrial competes with a broad base of large and small companies engaged in the manufacture and sale of custom
metal components and assemblies, precision molds, and hot runner systems. Industrial competes on the basis of quality,
service, reliability of supply, engineering and technical capability, geographic reach, product breadth, innovation, design, and
price. Products are sold primarily through its direct sales force and a network of global distribution channels. Industrial has
manufacturing, distribution and assembly operations in the United States, Brazil, China, Germany, Mexico, Singapore,
Sweden and Switzerland. Industrial also has sales and service operations in the United States, Brazil, Canada, China/Hong
Kong, France, India, Italy, Japan, Mexico, the Netherlands, Portugal, Singapore, Slovakia, South Korea, Spain, Thailand and
the United Kingdom.
Aerospace produces precision-machined and fabricated components and assemblies for OEM turbine engine, airframe
and industrial gas turbine builders throughout the world, and the military. Aerospace also provides jet engine component
overhaul and repair services for many of the world’s major turbine engine manufacturers, commercial airlines and the
military. MRO activities include the manufacture and delivery of aerospace aftermarket spare parts, including the RSPs
under which the Company receives an exclusive right to supply designated aftermarket parts over the life of the related
aircraft engine program, and component repairs.
Aerospace entered into Component Repair Programs (“CRPs”) during the fourth quarter of 2013 and the second quarter
of 2014. The CRPs provide for, among other items, the right to sell certain aftermarket component repair services for
CFM56, CF6 and LM engines directly to other customers as one of a few General Electric licensed suppliers. In addition, the
CRPs extend certain existing contracts under which the Company currently provides these services directly to GE.
Aerospace’s OEM business supplements the leading jet engine OEM capabilities and competes with a large number of
machining and fabrication companies. Competition is based mainly on quality, engineering and technical capability, product
breadth, new product introduction, manufacturing timeliness, service and price. Aerospace’s machining and fabrication
operations, with facilities in Arizona, Connecticut, Michigan, Ohio, Utah and Singapore, produce critical engine and airframe
components through technically advanced processes.
The Aerospace aftermarket business supplements jet engine OEMs’ maintenance, repair and overhaul capabilities, and
competes with the service centers of major commercial airlines and other independent service companies for the repair and
overhaul of turbine engine components. The manufacturing and supply of aerospace aftermarket spare parts, including those
related to the RSPs, are dependent upon the reliable and timely delivery of high-quality components. Aerospace’s
aftermarket facilities, located in Connecticut, Ohio and Singapore, specialize in the repair and refurbishment of highly
engineered components and assemblies such as cases, rotating life limited parts, rotating air seals, turbine shrouds, vanes and
honeycomb air seals.
The Company evaluates the performance of its reportable segments based on the operating profit of the respective
businesses, which includes net sales, cost of sales, selling and administrative expenses and certain components of other
expense (income), net, as well as the allocation of corporate overhead expenses.
Sales between the business segments and between the geographic areas in which the businesses operate are accounted
for on the same basis as sales to unaffiliated customers. Additionally, revenues are attributed to countries based on the
location of facilities.
68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
The following tables (dollars shown in millions) set forth information about the Company’s operations by its reportable
business segments and by geographic area.
Operations by Reportable Business Segment
Sales
Operating profit
Assets
Depreciation and amortization
Capital expenditures
Industrial
Aerospace
Other
2014
2013
2012
2014
2013
2012
2014
2013
2012
2014
2013
2012
2014
2013
2012
$
$
822.1
687.6
538.3
108.4
71.9
49.3
$ 1,282.0
1,410.4
907.1
$
$
54.7
38.4
24.4
36.1
31.3
24.3
$
$
$
$
$
440.0
404.0
390.5
71.6
51.3
57.9
655.0
567.1
533.5
24.9
23.2
21.2
20.9
23.8
8.6
$ —
—
—
$ —
—
—
$
$
$
136.9
146.2
428.0
1.8
3.5
11.8
0.4
2.2
4.9
Total
Company
$ 1,262.0
1,091.6
928.8
$
180.0
123.2
107.1
$ 2,073.9
2,123.7
1,868.6
$
$
81.4
65.1
57.4
57.4
57.3
37.8
Notes:
One customer, General Electric, accounted for 19%, 21% and 23% of the Company’s total revenues in 2014, 2013 and 2012, respectively.
“Other” assets include corporate-controlled assets, the majority of which are cash and deferred tax assets. “Other” assets as of December 31, 2012 also
include the assets of BDNA, which was sold on April 22, 2013. “Other” Depreciation and Amortization and “Other” Capital Expenditures in 2012 also relate
to transactions that occurred at BDNA, prior to its sale. See Note 2.
A reconciliation of the total reportable segments’ operating profit to income from continuing operations before income
taxes follows:
Operating profit
Interest expense
Other expense (income), net
Income from continuing operations before income taxes
2014
2013
2012
$
$
$
180.0
11.4
2.1
$
123.2
13.1
2.5
166.5
$
107.6
$
107.1
12.2
2.6
92.3
69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
Operations by Geographic Area
Sales
Long-lived assets
Domestic
International
Other
Total
Company
$
$
2014
2013
2012
2014
2013
2012
$
$
618.9
593.3
529.9
380.6
330.2
372.0
$
$
677.6
524.1
421.7
1,094.9
1,214.0
848.1
(34.5) $
(25.9)
(22.8)
— $
—
—
1,262.0
1,091.6
928.8
1,475.4
1,544.2
1,220.1
Notes:
Germany, with sales of $249.9 million and $140.8 million in 2014 and 2013, respectively, represents the only international country with revenues in excess
of 10% of the Company’s total revenues. International sales derived from any one country did not exceed 10% of the Company’s total revenues for 2012.
“Other” revenues represent the elimination of intercompany sales between geographic locations, of which approximately 78% were sales from international
locations to domestic locations.
Long-lived assets located in any one international country that exceeded 10% of the Company’s total long-lived assets as of December 31, 2014 included
$220.7 million of intangible assets related to the RSPs recorded in Singapore at the aftermarket division of the Aerospace segment, $151.7 million primarily
related to goodwill and intangible assets at the Synventive China division of the Industrial segment, $410.0 million primarily related to goodwill, property,
plant and equipment and intangible assets at the Synventive Germany and Männer Germany divisions of the Industrial segment and $165.7 million primarily
related to goodwill and property, plant and equipment at the Hänggi division of the Industrial segment located in Switzerland.
21. Commitments and Contingencies
Leases
The Company has various noncancellable operating leases for buildings, office space and equipment. Rent expense was
$12,745, $11,398 and $13,464 for 2014, 2013 and 2012, respectively. Minimum rental commitments under noncancellable
leases in years 2015 through 2019 are $7,686, $4,639, $1,939, $1,316 and $1,392, respectively, and $10,400 thereafter. The
rental expense and minimum rental commitments of leases with step rent provisions are recognized on a straight-line basis
over the lease term.
Product Warranties
The Company provides product warranties in connection with the sale of certain products. From time to time, the
Company is subject to customer claims with respect to product warranties. Product warranty liabilities were not material as
of December 31, 2014 or 2013.
Income Taxes
On April 16, 2013, the United States Tax Court rendered an unfavorable decision in the matter Barnes Group Inc. and
Subsidiaries v. Commissioner of Internal Revenue (“Tax Court Decision”). The Tax Court rejected the Company’s
objections and imposed penalties. The case involved IRS proposed adjustments of approximately $16,500, plus a 20%
penalty and interest for the tax years 1998, 2000 and 2001.
The case arose out of an Internal Revenue Service (“IRS”) audit for the tax years 2000 through 2002. The adjustment
relates to the federal taxation of foreign income of certain foreign subsidiaries. The Company filed an administrative protest
of these adjustments. In the third quarter of 2009, the Company was informed that its protest was denied and a tax assessment
was received from the Appeals Office of the IRS. Subsequently, in November 2009, the Company filed a petition against the
IRS in the United States Tax Court, contesting the tax assessment. A trial was held and all briefs were filed in 2012. In April
2013 the Tax Court Decision was then issued rendering an unfavorable decision against the Company and imposing
penalties. As a result of the unfavorable Tax Court Decision, the Company recorded an additional tax charge during 2013 for
$16,428.
In November 2013, the Company made a cash payment of approximately $12,700 related to tax, interest and penalties
and utilized a portion of its net operating losses. The Company also submitted a notice of appeal of the Tax Court Decision to
70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BARNES GROUP INC.
the United States Court of Appeals for the Second Circuit. The Company filed its opening brief with the United States Court
of Appeals for the Second Circuit on February 13, 2014 and presented its oral arguments on October 1, 2014.
On November 5, 2014, the Second Circuit upheld the Tax Court Decision. The Company has decided not to litigate this
matter further.
22. Accounting Changes
In July 2013, the Financial Accounting Standards Board (“FASB”) issued guidance related to the financial statement
presentation of an unrecognized tax benefit when certain tax losses or tax credit carryforwards exist. This guidance requires
that companies present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred
tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The provisions of the amended
guidance were effective for the Company, and adopted, in the first quarter of 2014. The provisions did not have a material
impact on the presentation of the Company’s Consolidated Financial Statements.
71
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Barnes Group Inc.:
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of
comprehensive income, of changes in stockholders’ equity and of cash flows present fairly, in all material respects, the
financial position of Barnes Group Inc. and its subsidiaries (the “Company”) at December 31, 2013 and 2014, and the results
of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with
accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement
schedule listed in the accompanying index appearing under item 15(a)(2) presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion,
the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014,
based on criteria established in Internal Control – Integrated Framework 2013 issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial
statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting
appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement
schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our
audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of
material misstatement and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
PRICEWATERHOUSECOOPERS LLP
/s/
PricewaterhouseCoopers LLP
Hartford, Connecticut
February 23, 2015
72
QUARTERLY DATA (UNAUDITED)
(Dollars in millions, except per share data)
2014
Net sales
Gross profit (1)
Operating income
Income from continuing operations
Net income
Per common share:
Income from continuing operations:
Basic
Diluted
Net income:
Basic
Diluted
Dividends
Market prices (high - low)
2013
Net sales
Gross profit (1)
Operating income
Income from continuing operations
Net income
Per common share:
Income from continuing operations:
Basic
Diluted
Net income:
Basic
Diluted
Dividends
Market prices (high - low)
(1) Sales less cost of sales.
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full
Year
$
312.1
97.5
35.1
22.8
22.8
$
322.1
110.4
45.4
30.2
30.2
$
317.7
111.2
50.9
34.3
33.9
$
310.2
113.2
48.6
33.3
31.5
1,262.0
432.4
180.0
120.5
118.4
$
0.42
0.41
$
0.55
0.54
$
0.63
0.62
$
0.60
0.60
2.20
2.16
$
$
0.42
0.41
0.11
$40.92-35.34
0.55
0.54
0.11
$40.01-36.27
0.62
0.61
0.11
$39.07-30.35
0.57
0.57
0.12
$37.88-29.47
2.16
2.12
0.45
$40.92-29.47
$
$
$
263.5
85.8
25.0
15.4
13.5
$
267.4
90.0
36.1
9.2
209.3
$
269.5
80.0
28.0
21.4
20.9
$
291.1
97.6
34.1
26.3
26.8
1,091.6
353.4
123.2
72.3
270.5
$
0.29
0.28
$
0.18
0.17
$
0.40
0.39
$
0.49
0.47
1.34
1.31
0.25
0.24
0.10
$29.20-21.84
3.90
3.82
0.10
$32.35-26.33
0.39
0.38
0.11
$35.71-30.14
0.50
0.48
0.11
$38.56-34.48
5.02
4.92
0.42
$38.56-21.84
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Management, including the Company’s President and Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of
the period covered by this report. Based upon, and as of the date of, that evaluation, the President and Chief Executive
Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, in all material
respects, and designed to provide reasonable assurance that the information required to be disclosed in the reports the
Company files and submits under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, is (i) recorded,
processed, summarized and reported as and when required and (ii) is accumulated and communicated to the Company’s
management, including the President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.
73
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including
the principal executive officer and principal financial officer, the Company conducted an assessment of the effectiveness of
its internal control over financial reporting based on the framework in the “Internal Control—Integrated Framework 2013”
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment under this
framework, management concluded that the Company’s internal control over financial reporting was effective as of
December 31, 2014.
PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the financial statements
included in this Annual Report, has issued an attestation report on the Company’s internal control over financial reporting as
of December 31, 2014, which appears on page 72 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There has been no change to our internal control over financial reporting during the Company’s fourth fiscal quarter that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
74
Item 10. Directors, Executive Officers and Corporate Governance
DIRECTORS
PART III
Information with respect to our directors and nominees may be found under the caption “Election of Directors” of the
Company’s proxy statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be
held on May 8, 2015 (the “Proxy Statement”). Such information is incorporated herein by reference.
EXECUTIVE OFFICERS
The Company’s executive officers as of the date of this Annual Report are as follows:
Executive Officer
Position
Patrick J. Dempsey
President and Chief Executive Officer
Richard R. Barnhart
Senior Vice President, Barnes Group Inc., and President, Barnes Aerospace
Dawn N. Edwards
Senior Vice President, Human Resources
Scott A. Mayo
Senior Vice President, Barnes Group Inc., and President, Barnes Industrial
Christopher J. Stephens, Jr. Senior Vice President, Finance and Chief Financial Officer
Age as of
December 31, 2014
50
54
46
47
50
Each officer holds office until his or her successor is appointed and qualified or otherwise as provided in the Company’s
Amended and Restated By-Laws. No family relationships exist among the executive officers of the Company. Except for
Mr. Mayo, each of the Company’s executive officers has been employed by the Company or its subsidiaries in an executive
or managerial capacity for at least the past five years.
Mr. Dempsey was appointed President and Chief Executive Officer effective March 1, 2013. From February 2012 until
such appointment, he served as Senior Vice President and Chief Operating Officer. From October 2008 until February 2012,
he served as Vice President, Barnes Group Inc. and President, Logistics and Manufacturing Services. Prior to that, he held a
series of roles of increasing responsibility since joining the Company in October 2000. In October 2007, he was appointed
Vice President, Barnes Group Inc. and President, Barnes Distribution. In November 2004, he was promoted to Vice
President, Barnes Group Inc. and President, Barnes Aerospace.
Mr. Barnhart was appointed Senior Vice President, Barnes Group Inc., and President, Barnes Aerospace effective
August 1, 2013. From February 2012 until such appointment, he served as Vice President, Aerospace and President, Barnes
Aerospace. Prior to that, from October 2010 to February 2012, Mr. Barnhart served as Vice President, Finance, Logistics &
Manufacturing Services. Prior to that, he held a series of roles of increasing responsibility since joining the Company in
April 2005 including President, Barnes Distribution Europe; Vice President & General Manager, Barnes Aerospace OEM;
and Vice President & General Manager, Windsor Airmotive Division.
Ms. Edwards was appointed Senior Vice President, Human Resources effective August 2009. From December 2008
until August 2009, she served as Vice President of Human Resources – Global Operations. From September 1998 until
December 2008, Ms. Edwards served as Group Director, Human Resources for Barnes Aerospace, Associated Spring and
Barnes Industrial. Ms. Edwards joined the Company in September 1998.
Mr. Mayo was appointed Senior Vice President, Barnes Group Inc. and President, Barnes Industrial effective March 17,
2014. Before joining the Company, from 2012 to 2014, Mr. Mayo served as Vice President and General Manager, Power
Sector, Flow Control, a division of Flowserve Corporation. From 2010 to 2012, he served as Vice President and General
Manager, General Industries Sector, Flow Control Division. From 2009 to 2010, he served as Vice President, Marketing for
the Flow Control Division. Prior to that, from 2002 to 2008, Mr. Mayo held a series of roles including General Manager,
Flow Control Division China based in Shanghai, China; Director, Marketing, Flow Control Division, based in Raleigh, NC;
Director and General Manager, Aftermarket, Raleigh, NC; and Director, Strategic Planning and Business Development, also
based in Raleigh, NC.
Mr. Stephens joined the Company in January 2009 as Senior Vice President, Finance and Chief Financial Officer. From
2007 to 2008, he served as President of the Consumer Products Group of Honeywell International. From 2003 to 2007, he
served as Vice President and Chief Financial Officer of Honeywell Transportation Systems Group.
75
AUDIT COMMITTEE
Ms. Sohovich and Messrs. Bristow, McClellan and Morgan are the members of the Company’s Audit Committee which
is a separately designated standing committee of the Board of Directors of the Company established in accordance with
Section 3(a)(58)(A) of the Exchange Act.
The Company’s Board of Directors has determined that Mr. Morgan, who qualifies as an independent director under the
New York Stock Exchange corporate governance listing standards and the Company’s Corporate Governance Guidelines, is
an “audit committee financial expert,” as such term is defined by the SEC.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The information in the Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance”
is incorporated herein by reference.
CODE OF ETHICS
We have adopted a Code of Ethics Applicable to Senior Executives (the “Executive Code of Ethics”) which is
applicable to our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer and any persons
performing similar functions. The Executive Code of Ethics is available on our website at www.BGInc.com. We will
promptly disclose any material waivers of or substantive amendments to the Executive Code of Ethics on our website or in a
report on Form 8-K.
Item 11. Executive Compensation
The information in the Proxy Statement under the captions “Executive Compensation” and “Director Compensation in
2014” is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information in the Proxy Statement under “Security Ownership of Certain Beneficial Owners and Management”
and “Securities Authorized for Issuance Under Equity Compensation Plans” is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information in the Proxy Statement under “Related Person Transactions” and “Governance – Director
Independence” is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information in the Proxy Statement under “Principal Accountant Fees and Services” is incorporated herein by
reference.
76
Item 15. Exhibits, Financial Statement Schedules
PART IV
(a)(1)
The following Financial Statements and Supplementary Data of the Company are set forth herein under Item 8
of this Annual Report:
Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012
Consolidated Balance Sheets as of December 31, 2014 and 2013
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2014, 2013
and 2012
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
(a)(2)
See Financial Statement Schedule under Item 15(c).
(a)(3)
See Item 15(b) below.
(b)
(c)
The Exhibits required by Item 601 of Regulation S-K are filed as Exhibits to this Annual Report and indexed
at pages 82 through 87 of this Annual Report, which index is incorporated herein by reference.
Financial Statement Schedules.
77
Schedule II—Valuation and Qualifying Accounts
Years Ended December 31, 2014, 2013 and 2012
(In thousands)
Allowances for Doubtful Accounts:
Balance January 1, 2012
Provision charged to income
Doubtful accounts written off (net)
Other adjustments (1)
Balance December 31, 2012
Provision charged to income
Doubtful accounts written off (net)
Other adjustments(1)
Balance December 31, 2013
Provision charged to income
Doubtful accounts written off (net)
Other adjustments (1)
Balance December 31, 2014
$ 2,898
1,706
(1,617)
(129)
2,858
1,726
(532)
(614)
3,438
1,523
(493)
(595)
$ 3,873
(1) These amounts are comprised primarily of foreign currency translation and other reclassifications. The reduction in 2013 includes $0.8 million of
reserves recorded at BDNA which was sold in the second quarter of 2013.
78
Schedule II—Valuation and Qualifying Accounts
Years Ended December 31, 2014, 2013 and 2012
(In thousands)
Valuation Allowance on Deferred Tax Assets:
Balance January 1, 2012
Additions charged to income tax expense
Additions charged to other comprehensive income
Reductions credited to income tax expense
Changes due to foreign currency translation
Acquisition (1)
Balance December 31, 2012
Additions charged to income tax expense
Additions charged to other comprehensive income
Reductions credited to income tax expense
Changes due to foreign currency translation
Divestiture (2)
Balance December 31, 2013
Additions charged to income tax expense
Reductions charged to other comprehensive income
Reductions credited to income tax expense
Changes due to foreign currency translation
Balance December 31, 2014
$16,681
2,154
205
(1,676)
728
6,844
24,936
473
(547)
(1,412)
(849)
(3,728)
18,873
1,049
(30)
(2,303)
(1,733)
$15,856
(1) The increase in 2012 reflects the valuation allowance recorded at the Synventive business which was acquired in the third quarter of 2012.
(2) The reduction in 2013 reflects the valuation allowance adjustment to Discontinued Operations as it relates to the sale of BDNA.
79
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 23, 2015
BARNES GROUP INC.
By
/S/ PATRICK J. DEMPSEY
Patrick J. Dempsey
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of the above
date by the following persons on behalf of the Company in the capacities indicated.
/S/ PATRICK J. DEMPSEY
Patrick J. Dempsey
President and Chief Executive Officer
(Principal Executive Officer), and Director
/S/ CHRISTOPHER J. STEPHENS, JR.
Christopher J. Stephens, Jr.
Senior Vice President, Finance
Chief Financial Officer
(Principal Financial Officer)
/S/ MARIAN ACKER
Marian Acker
Vice President, Controller
(Principal Accounting Officer)
/S/ THOMAS O. BARNES
Thomas O. Barnes
Director
/S/ GARY G. BENANAV
Gary G. Benanav
Director
/S/ WILLIAM S. BRISTOW, JR.
William S. Bristow, Jr.
Director
/S/ FRANCIS J. KRAMER
Francis J. Kramer
Director
/S/ MYLLE H. MANGUM
Mylle H. Mangum
Director
80
/S/ HASSELL H. MCCLELLAN
Hassell H. McClellan
Director
/S/ WILLIAM J. MORGAN
William J. Morgan
Director
/S/ JOANNA L. SOHOVICH
JoAnna L. Sohovich
Director
81
EXHIBIT INDEX
Barnes Group Inc.
Annual Report on Form 10-K
for the Year ended December 31, 2014
Exhibit No.
Description
Reference
2.1*
2.2*
2.3*
3.1
3.2
4.1
Stock Purchase Agreement dated as of July 16, 2012
among the Company, Synventive Acquisition Inc.
(“Synventive”), the stock and option holders of
Synventive, and Cetus Capital, LLC.
Incorporated by reference to Exhibit 2.1 to Form 8-K
filed by the Company on July 17, 2012.
Asset Purchase Agreement dated February 22, 2013
between the Company and MSC Industrial Direct
Co., Inc.
Incorporated by reference to Exhibit 2.1 to the
Company’s report on Form 10-Q for the quarter
ended March 31, 2013.
Share Purchase and Assignment Agreement dated
September 30, 2013 among the Company, two of its
subsidiaries, Otto Männer Holding AG (the “Seller”),
and the three shareholders of Seller.
Restated Certificate of Incorporation; Certificate of
Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock; Certificate of
Change of Location of registered office and of
registered agent, dated December 13, 2002;
Certificate of Merger of domestic limited liability
company into a domestic company, dated May 19,
2004; Certificate of Amendment of Restated
Certificate of Incorporation, dated April 20, 2006;
and Certificate of Amendment of Restated Certificate
of Incorporation, dated as of May 3, 2013.
Amended and Restated By-Laws.
(i) Purchase Agreement among the Company and
several initial purchasers named therein, dated
March 6, 2007, relating to the Company’s 3.375%
Convertible Senior Subordinated Notes due 2027.
(ii) Indenture between the Company and The Bank of
New York Trust Company, N.A., as Trustee under the
Indenture, dated as of March 12, 2007, relating to the
Company’s 3.375% Convertible Senior Subordinated
Notes due 2027.
(iii) Resale Registration Rights Agreement between
the Company and Banc of America Securities LLC,
as Representative of the Initial Purchasers, dated as of
March 12, 2007, relating to the Company’s 3.375%
Convertible Senior Subordinated Notes due 2027.
Incorporated by reference to Exhibit 2.1 to Form 8-K
filed by the Company on October 4, 2013.
Incorporated by reference to Exhibit 3.1 to the
Company’s report on Form 10-Q for the quarter
ended June 30, 2013.
Incorporated by reference to Exhibit 3.2 to Form 8-K
filed by the Company on May 6, 2013.
Incorporated by reference to Exhibit 4.1 to Form 8-K
filed by the Company on March 7, 2007.
Incorporated by reference to Exhibit 4.3 to Form 8-K
filed by the Company on March 12, 2007.
Incorporated by reference to Exhibit 4.4 to Form 8-K
filed by the Company on March 12, 2007.
10.1
(i) Fifth Amended and Restated Senior Unsecured
Revolving Credit Agreement, dated September 27,
2011.
Incorporated by reference to Exhibit 4.1 to the
Company’s report on Form 10-Q for the quarter
ended June 30, 2013.
(ii) Amendment No. 2 and Joinder to Credit
Agreement dated as of September 27, 2013
(amending Fifth Amended and Restated Senior
Unsecured Revolving Credit Agreement, dated as of
September 27, 2011).
82
Incorporated by reference to Exhibit 4.1 to the
Company’s report on Form 10-Q for the quarter
ended September 30, 2013.
Exhibit No.
Description
Reference
(iii) Amendment No. 3 to Credit Agreement dated as
of October 15, 2014.
Filed with this report.
10.2
10.3**
10.4**
10.5**
Note Purchase Agreement, dated as of October 15,
2014, among the Company and New York Life
Insurance Company, New York Life Insurance and
Annuity Corporation and New York Life Insurance
and Annuity Corporation Institutionally Owned Life
Insurance Separate Account (BOLI 30C).
Barnes Group Inc. Management Incentive
Compensation Plan, amended October 22, 2008.
Barnes Group Inc. Performance-Linked Bonus Plan
for Selected Executive Officers, as amended February
8, 2011.
Incorporated by reference to Exhibit 10.1 to
Form 8-K filed by the Company on October 17, 2014.
Incorporated by reference to Exhibit 10.1 to the
Company’s report on Form 10-K for the year ended
December 31, 2008.
Incorporated by reference to Annex 1 to the
Company’s definitive proxy statement filed with the
Securities and Exchange Commission on April 5,
2011.
(i) Employment Agreement by and between the
Company and Gregory F. Milzcik, as amended and
restated as of December 31, 2008.
Incorporated by reference to Exhibit 10.1 to
Form 8-K/A filed by the Company on January 20,
2009.
(ii) Transition and Resignation Agreement between
the Company and Gregory F. Milzcik, dated
February 22, 2013.
Incorporated by reference to Exhibit 10.2 to the
Company’s report on Form 10-Q for the quarter
ended March 31, 2013.
(iii) Release by Gregory F. Milzcik, dated May 3,
2013.
10.6**
(i) Offer Letter between the Company and Patrick
Dempsey, dated February 22, 2013.
Incorporated by reference to Exhibit 10.1 to the
Company’s report on Form 10-Q for the quarter
ended June 30, 2013.
Incorporated by reference to Exhibit 10.3 to the
Company’s report on Form 10-Q for the quarter
ended March 31, 2013.
(ii) Amendment to Offer Letter to Patrick Dempsey,
dated January 6, 2015.
Filed with this report.
(iii) Employee Non-Disclosure, Non-Competition,
Non-Solicitation and Non-Disparagement Agreement
between the Company and Patrick J. Dempsey, dated
February 27, 2013.
Incorporated by reference to Exhibit 10.4 to the
Company’s report on Form 10-Q for the quarter
ended March 31, 2013.
10.7**
(i) Amendment to Offer Letter to Christopher J.
Stephens, Jr., dated June 7, 2013.
(ii) Amendment to Amended Offer Letter to
Christopher J. Stephens, Jr., dated February 12, 2014.
Offer Letter to Scott A. Mayo, dated January 28,
2014.
Incorporated by reference to Exhibit 10.2 to the
Company’s report on Form 10-Q for the quarter
ended June 30, 2013.
Incorporated by reference to Exhibit 10.6(ii) to the
Company’s report on Form 10-K for the year ended
December 31, 2013.
Incorporated by reference to Exhibit 10.2 to the
Company’s report on Form 10-Q for the quarter
ended March 31, 2014.
10.8**
10.9**
(i) Barnes Group Inc. Retirement Benefit
Equalization Plan, as amended and restated effective
January 1, 2013.
Incorporated by reference to Exhibit 10.39(ii) to the
Company’s report on Form 10-K for the year ended
December 31, 2012.
(ii) First Amendment to the Barnes Group Inc.
Retirement Benefit Equalization Plan dated
December 12, 2014.
Filed with this report.
83
Exhibit No.
10.10**
Description
Reference
(i) Barnes Group Inc. Supplemental Senior Officer
Retirement Plan, as amended and restated effective
January 1, 2009.
Incorporated by reference to Exhibit 10.3 to the
Company’s report on Form 10-K for the year ended
December 31, 2008.
(ii) Amendment to the Barnes Group Inc.
Supplemental Senior Officer Retirement Plan dated
December 30, 2009.
Incorporated by reference to Exhibit 10.3(ii) to the
Company’s report on Form 10-K for the year ended
December 31, 2009.
(iii) Second Amendment to the Barnes Group Inc.
Supplemental Senior Officer Retirement Plan dated
December 12, 2014.
Filed with this report.
10.11**
(i) Amended and Restated Supplemental Executive
Retirement Plan effective April 1, 2012.
Incorporated by reference to Exhibit 10.6(ii) to the
Company’s report on Form 10-K for the year ended
December 31, 2011.
(ii) Amendment 2013-1 to the Barnes Group Inc.
Supplemental Executive Retirement Plan dated
July 23, 2013.
Incorporated by reference to Exhibit 10.3 to the
Company’s report on Form 10-Q for the quarter
ended June 30, 2013.
(iii) Amendment 2014-1 to the Barnes Group Inc.
Supplemental Executive Retirement Plan dated
December 12, 2014.
Filed with this report.
10.12**
Barnes Group Inc. Senior Executive Enhanced Life
Insurance Program, as amended and restated effective
April 1, 2011.
Incorporated by reference to Exhibit 10.1 to the
Company’s report on Form 10-Q for the quarter
ended June 30, 2011.
10.13**
Barnes Group Inc. Enhanced Life Insurance Program,
as amended and restated effective April 1, 2011.
Incorporated by reference to Exhibit 10.6 to the
Company’s report on Form 10-Q for the quarter
ended March 30, 2011.
Barnes Group Inc. Executive Group Term Life
Insurance Program effective April 1, 2011.
Incorporated by reference to Exhibit 10.1 to
Form 8-K filed by the Company on June 19, 2012.
10.14**
10.15**
Form of Barnes Group Inc. Executive Officer
Severance Agreement, as amended March 31, 2010.
10.16**
Form of Barnes Group Inc. Executive Officer
Severance Agreement, effective February 19, 2014.
10.17**
Barnes Group Inc. Executive Separation Pay Plan, as
amended and restated effective January 1, 2012.
10.18**
(i) Trust Agreement between the Company and
Fidelity Management Trust Company (Barnes Group
2009 Deferred Compensation Plan) dated
September 1, 2009.
Incorporated by reference to Exhibit 10.20 to the
Company’s Form 10-K for the year ended
December 31, 2010.
Incorporated by reference to Exhibit 10.1 to the
Company’s report on Form 10-Q for the quarter
ended March 31, 2014.
Incorporated by reference to Exhibit 10.11(ii) to the
Company’s report on Form 10-K for the year ended
December 31, 2011.
Incorporated by reference to Exhibit 10.2 to the
Company’s Form 10-Q for the quarter ended
September 30, 2009.
(ii) Amended and Restated Barnes Group 2009
Deferred Compensation Plan effective as of April 1,
2012.
Incorporated by reference to Exhibit 10.12(iv) to the
Company’s report on Form 10-K for the year ended
December 31, 2011.
(iii) First Amendment to the Barnes Group 2009
Deferred Compensation Plan dated December 12,
2014.
Filed with this report.
10.19**
Barnes Group Inc. Non-Employee Director Deferred
Stock Plan, as amended and restated December 31,
2008.
Incorporated by reference to Exhibit 10.5 to the
Company’s report on Form 10-K for the year ended
December 31, 2008.
84
Exhibit No.
10.20**
Barnes Group Inc. Directors’ Deferred Compensation
Plan, as amended and restated December 31, 2008.
Description
Reference
10.21**
Form of Amended and Restated Contingent Dividend
Equivalent Rights Agreement for officers.
10.22**
Barnes Group Inc. Trust Agreement for Specified
Plans.
Incorporated by reference to Exhibit 10.6 to the
Company’s report on Form 10-K for the year ended
December 31, 2008.
Incorporated by reference to Exhibit 10.29 to the
Company’s Form 10-K for the year ended December
31, 2008.
Incorporated by reference to Exhibit 10.3 to the
Company’s Form 10-Q for the quarter ended June 30,
2010.
10.23**
Form of Incentive Compensation Reimbursement
Agreement between the Company and certain
Officers.
Incorporated by reference to Exhibit 10.19 to the
Company’s Form 10-K for the year ended
December 31, 2010.
10.24**
Form of Indemnification Agreement between the
Company and its Officers and Directors.
10.25**
Barnes Group Inc. Amended Employee Stock and
Ownership Program as further amended.
10.26**
(i) Barnes Group Inc. Stock and Incentive Award
Plan, as amended December 31, 2008.
(ii) Barnes Group Inc. Stock and Incentive Award
Plan, as amended March 15, 2010.
(iii) Exercise of Authority Relating to the Stock and
Incentive Award Plan, dated March 3, 2009.
Incorporated by reference to Exhibit 10.2 to the
Company’s Form 10-Q for the quarter ended June 30,
2010.
Incorporated by reference to Exhibit 10.2 to the
Company’s report on Form 10-Q for the quarter
ended March 31, 2003.
Incorporated by reference to Exhibit 10.15 to the
Company’s report on Form 10-K for the year ended
December 31, 2008.
Incorporated by reference to Annex 1 to the
Company’s definitive Proxy Statement filed with the
Securities and Exchange Commission on April 5,
2010.
Incorporated by reference to Exhibit 10.1 to the
Company’s report on Form 10-Q for the quarter
ended March 31, 2009.
(iv) Amendment 2010-1 approved on December 9,
2010 to the Barnes Group Inc. Stock and Incentive
Award Plan as amended March 15, 2010.
Incorporated by reference to Exhibit 10.15 to the
Company’s Form 10-K for the year ended
December 31, 2010.
10.27**
2014 Barnes Group Inc. Stock and Incentive Award
Plan.
10.28**
10.29**
Form of Barnes Group Inc. Stock and Incentive
Award Plan Restricted Stock Unit Summary of Grant
and Restricted Stock Unit Agreement for Directors
dated February 8, 2012 (for non-management
directors).
Form of Barnes Group Inc. Stock and Incentive
Award Plan Restricted Stock Unit Summary of Grant
and Restricted Stock Unit Agreement for Directors
dated May 9, 2014 (for non-management directors).
10.30**
Form of Non-Qualified Stock Option Agreement for
employees grade 21 and up.
Incorporated by reference to Annex A to the
Company’s definitive proxy statement filed with the
Securities and Exchange Commission on March 25,
2014.
Incorporated by reference to Exhibit 10.38 to the
Company’s report on Form 10-K for the year ended
December 31, 2011.
Incorporated by reference to Exhibit 10.2 to the
Company’s report on Form 10-Q for the quarter
ended June 30, 2014.
Incorporated by reference to Exhibit 10.25 to the
Company’s Form 10-K for the year ended
December 31, 2008.
85
Exhibit No.
10.31**
10.32**
10.33**
10.34**
10.35**
10.36**
10.37**
10.38**
10.39**
10.40*
Description
Reference
Incorporated by reference to Exhibit 10.1 to the
Company’s report on Form 10-Q for the quarter
ended March 31, 2011.
Incorporated by reference to Exhibit 10.4 to the
Company’s report on Form 10-Q for the quarter
ended June 30, 2014.
Incorporated by reference to Exhibit 10.1 to the
Company’s report on Form 10-Q for the quarter
ended March 31, 2011.
Incorporated by reference to Exhibit 10.37 to the
Company’s report on Form 10-K for the year ended
December 31, 2011.
Incorporated by reference to Exhibit 10.3 to the
Company’s report on Form 10-Q for the quarter
ended June 30, 2014.
Incorporated by reference to Exhibit 10.1 to the
Company’s report on Form 10-Q for the quarter
ended March 31, 2011.
Incorporated by reference to Exhibit 10.36 to the
Company’s report on Form 10-K for the year ended
December 31, 2011.
Incorporated by reference to Exhibit 10.36 to the
Company’s report on Form 10-K for the year ended
December 31, 2013.
Incorporated by reference to Exhibit 10.5 to the
Company’s report on Form 10-Q for the quarter
ended June 30, 2014.
Filed with this report.
Form of Barnes Group Inc. Stock and Incentive
Award Plan Stock Option Summary of Grant and
Stock Option Agreement for employees in grade 21
and up dated as of February 8, 2011.
Form of Barnes Group Inc. Stock and Incentive
Award Plan Stock Option Summary of Grant and
Stock Option Agreement for Employees in Grade 21
and up dated May 9, 2014.
Form of Barnes Group Inc. Stock and Incentive
Award Plan Restricted Stock Unit Summary of Grant
and Restricted Stock Unit Agreement for employees
grade 21 and up dated as of February 8, 2011.
Form of Barnes Group Inc. Stock and Incentive
Award Plan Restricted Stock Unit Summary of Grant
for Employees and Restricted Stock Unit Agreement
dated February 8, 2012.
Form of Barnes Group Inc. Stock and Incentive
Award Plan Restricted Stock Unit Summary of Grant
for Employees and Restricted Stock Unit Agreement
dated May 9, 2014.
Form of Barnes Group Inc. Stock and Incentive
Award Plan Performance Share Award Summary of
Grant and Performance Share Award Agreement for
Officers and Other Individuals as Designated by the
Compensation and Management Development
Committee dated as of February 8, 2011.
Form of Barnes Group Inc. Stock and Incentive
Award Plan Performance Share Award Summary of
Grant and Performance Share Award Agreement for
Officers and Other Individuals as Designated by the
Compensation and Management Development
Committee dated as of February 8, 2012.
Form of Barnes Group Inc. Stock and Incentive
Award Plan Performance Share Award Summary of
Grant and Performance Share Award Agreement for
Officers and Other Individuals as Designated by the
Compensation and Management Development
Committee dated as of February 11, 2014.
Form of Barnes Group Inc. Stock and Incentive
Award Plan Performance Share Award Summary of
Grant and Performance Share Award Agreement for
Officers and Other Individuals as Designated by the
Compensation and Management Development
Committee dated July 21, 2014.
Form of Barnes Group Inc. Stock and Incentive
Award Plan Performance Share Award Summary of
Grant and Performance Share Award Agreement for
Officers and Other Individuals as Designated by the
Compensation and Management Development
Committee dated as of February 11, 2015.
86
Exhibit No.
10.41**
Form of Non-Qualified Stock Option Agreement for
CEO (Gregory Milzcik).
Description
Reference
10.42**
Form of Amended and Restated Restricted Stock Unit
Award Agreement for CEO (Gregory Milzcik).
10.43**
Form of Amended and Restated Performance Share
Award Agreement for CEO (Gregory Milzcik).
Incorporated by reference to Exhibit 10.24 to the
Company’s Form 10-K for the year ended
December 31, 2008.
Incorporated by reference to Exhibit 10.26 to the
Company’s Form 10-K for the year ended
December 31, 2008.
Incorporated by reference to Exhibit 10.30 to the
Company’s Form 10-K for the year ended
December 31, 2008.
10.44**
Form of Amended and Restated Contingent Dividend
Equivalent Rights Agreement for CEO (Gregory
Milzcik).
Incorporated by reference to Exhibit 10.31 to the
Company’s Form 10-K for the year ended
December 31, 2008.
21
23
31.1
31.2
32
List of Subsidiaries.
Consent of Independent Registered Public
Accounting Firm.
Filed with this report.
Filed with this report.
Certification pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Filed with this report.
Certification pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Filed with this report.
Certification pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
Furnished with this report.
101.INS
XBRL Instance Document.
Filed with this report.
101.SCH
XBRL Taxonomy Extension Schema Document.
Filed with this report.
101.CAL
101.DEF
101.LAB
101.PRE
XBRL Taxonomy Extension Calculation Linkbase
Document.
Filed with this report.
XBRL Taxonomy Extension Definition Linkbase
Document.
Filed with this report.
XBRL Taxonomy Extension Label Linkbase
Document.
Filed with this report.
XBRL Taxonomy Extension Presentation Linkbase
Document.
Filed with this report.
*
The Company hereby agrees to provide the Commission upon request copies of any omitted exhibits or schedules to this exhibit required by
Item 601(b)(2) of Regulation S-K.
** Management contract or compensatory plan or arrangement.
The Company agrees to furnish to the Commission, upon request, a copy of each instrument with respect to which there
are outstanding issues of unregistered long-term debt of the Company and its subsidiaries, the authorized principal amount of
which does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
87
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EXHIBIT 21
BARNES GROUP INC.
CONSOLIDATED SUBSIDIARIES
as of December 31, 2014
Name
Jurisdiction of Incorporation
Associated Spring Asia Pte. Ltd.
Associated Spring do Brasil Ltda.
Associated Spring Mexico, S.A.
Associated Spring Raymond GmbH
Associated Spring Raymond (Shanghai) Co., Ltd.
Associated Spring (Tianjin) Company, Ltd.
Barnes Financing Delaware LLC
Barnes Group Acquisition GmbH
Barnes Group (Bermuda) Limited
Barnes Group Canada Corp.
Barnes Group (Delaware) LLC
Barnes Group Finance Company (Bermuda) Limited
Barnes Group Finance Company (Delaware)
Barnes Group (Germany) GmbH
Barnes Group Holding LLC
Barnes Group Luxembourg (No. 1) S.à r.l.
Barnes Group Luxembourg (No. 2) S.á r.l.
Barnes Group Spain, S.R.L.
Barnes Group Switzerland GmbH
Barnes Group (Thailand) Ltd.
Barnes Group (U.K.) Limited
Barnes Industrial Group India Private Limited
Barnes Korea Ltd.
Heinz Hänggi GmbH, Stanztechnik
Manner Hong Kong Limited
männer Japan Co. Ltd.
Manner USA, Inc.
Otto Männer GmbH
Otto Männer Immobilien GmbH
Otto Männer Innovation GmbH
Otto Männer Präzisionsformenbau AG, Schweiz
Raymond Distribution-Mexico, S.A. de C.V.
Ressorts SPEC SAS
Schmidl Werkzeug-und Vorrichtungsbau GmbH & Co. KG
Seeger-Orbis GmbH & Co. OHG
Strömsholmen AB
Synventive Acquisition BV
Synventive Acquisition GmbH
Synventive Acquisition Inc.
Synventive Acquisition UK Ltd.
Synventive Acquisition Unlimited
Synventive BV
Synventive Fertigungstechnik GmbH
Synventive Holding BV
Singapore
Brazil
Mexico
Germany
China
China
Delaware
Germany
Bermuda
Canada
Delaware
Bermuda
Delaware
Germany
Delaware
Luxembourg
Luxembourg
Spain
Switzerland
Thailand
United Kingdom
India
Korea
Switzerland
Hong Kong
Japan
Georgia
Germany
Germany
Germany
Switzerland
Mexico
France
Germany
Germany
Sweden
The Netherlands
Germany
Delaware
United Kingdom
United Kingdom
The Netherlands
Germany
The Netherlands
Name
Jurisdiction of Incorporation
Synventive Holding GmbH
Synventive Holding Limited
Synventive Holding SAS
Synventive Molding Solutions BV
Synventive Molding Solutions Canada, Inc.
Synventive Molding Solutions Co., Limited
Synventive Molding Solutions GmbH
Synventive Molding Solutions, Inc.
Synventive Molding Solutions JBJ Private Limited
Synventive Molding Solutions K.K.
Synventive Molding Solutions LDA
Synventive Molding Solutions Limited
Synventive Molding Solutions LLC
Synventive Molding Solutions Ltda
Synventive Molding Solutions Pte Ltd.
Synventive Molding Solutions SAS
Synventive Molding Solutions SL
Synventive Molding Solutions S.R.L.
Synventive Molding Solutions s.r.o.
Synventive Molding Solutions (Suzhou) Co., Ltd.
Synventive Parent Inc.
The Wallace Barnes Company
Windsor Airmotive Asia Pte. Ltd.
Germany
United Kingdom
France
The Netherlands
Canada
Hong Kong
Germany
Delaware
India
Japan
Portugal
United Kingdom
Delaware
Brazil
Singapore
France
Spain
Italy
Czech Republic
China
Delaware
Connecticut
Singapore
The foregoing does not constitute a complete list of all subsidiaries of the registrant. The subsidiaries that
have been omitted do not, if considered in the aggregate as a single subsidiary, constitute a “Significant
Subsidiary” as defined by the Securities and Exchange Commission.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8
(Nos. 333-196013, 333-133597, 333-150741, 333-166975 and 333-179643) of Barnes Group Inc. of our report
dated February 23, 2015 relating to the consolidated financial statements, financial statement schedule and the
effectiveness of internal control over financial reporting, which appears in this Form 10-K.
EXHIBIT 23
/s/
PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Hartford, Connecticut
February 23, 2015
OFFICERS
Patrick J. Dempsey
President and Chief Executive
Officer
Marian Acker
Vice President, Controller
Richard R. Barnhart
Senior Vice President,
Barnes Group Inc. and President,
Barnes Aerospace
Dawn N. Edwards
Senior Vice President,
Human Resources
Kenneth R. Hopson
Vice President, Treasurer
Lukas Hovorka
Vice President, Corporate
Development
Gregory A. Marshall
Vice President, Tax
Scott A. Mayo
Senior Vice President,
Barnes Group Inc. and President,
Barnes Industrial
Christopher J. Stephens, Jr.
Senior Vice President, Finance and
Chief Financial Officer
ABOUT THE COMPANY
BOARD OF DIRECTORS
Thomas O. Barnes
Chairman of the Board,
Barnes Group Inc.
Gary G. Benanav
Former Chairman and Chief
Executive Officer, New York Life
International, LLC
Former Vice Chairman, New York
Life Insurance Company, LLC
William S. Bristow, Jr.
President, W.S. Bristow &
Associates, Inc.
Patrick J. Dempsey
President and Chief Executive
Officer, Barnes Group Inc.
Francis J. Kramer
President and Chief Executive
Officer, II-VI Incorporated
Mylle H. Magnum
Chief Executive Officer, IBT
Enterprises, LLC
Hassell H. McClellan
Former Associate Professor of
Finance and Policy, Boston
College’s Wallace E. Carroll
School of Management
William J. Morgan
Former Partner, KPMG LLP
JoAnna L. Sohovich
Global President, Stanley
Engineered Fastening, Stanley Black
& Decker, Inc.
CORPORATE INFORMATION
Transfer Agent and Registrar
Computershare
P.O. Box 30170
College Station, TX 77842-3170
Phone: 1-800-801-9519
(Continental U.S. only)
Phone: 1-201-680-6578
(Outside U.S.)
For the hearing impaired: 1-800-231-5469
(Continental U.S. only)
1-201-680-6610 (Outside U.S.)
www.computershare.com/investor
Use the above address, phone numbers and
Internet address for information about the
following services:
Direct Deposit of Dividends, Stockholders
Inquiries, Change of Name or Address,
Consolidations, Lost Certificates, Replacement.
Direct Stock Purchase Plan/
Dividend Reinvestment
Initial purchases of Barnes Group common
stock can be made through the Direct Stock
Purchase Plan. Dividends on Barnes Group
common stock may be automatically invested
in additional shares.
Stock Exchange
New York Stock Exchange
Stock Trading Symbol: B
Independent Registered Public
Accounting Firm
PricewaterhouseCoopers LLP
185 Asylum Street, Hartford, CT 06103
Communications
For press releases and other information about
the Company, go to our Internet address at
www.BGInc.com or contact:
William E. Pitts (Investor Relations)/
Monique B. Marchetti (Stockholder Relations)/
Frederica K. Crea (Corporate Communications)
Barnes Group Inc.
123 Main Street
Bristol, CT 06010-6376 USA
Phone: 1-860-583-7070
ANNUAL MEETING
The Barnes Group Inc. Annual Meeting of Stockholders will be held at 11:00 a.m., Friday, May 8, 2015, at the Hartford
Marriott Downtown, Hartford, Connecticut.
Corporate Office
123 Main Street
Bristol, CT 06010-6376
USA
BGInc.com
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