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1
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A
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P
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INVESTING IN
OUR FUTURE
2013 ANNUAL REPORT
TABLE OF CONTENTS
Letter to Shareholders
Simplification
Innovation
Customer Care
Annual Report on Form 10-K
ii–iii
iv–v
vi–vii
viii
1–72
FINANCIAL RESULTS
In Millions, Except Per Share Data
Net Sales
Adjusted Net Income
Adjusted Diluted Earnings Per Share:
2009
2010
2011
2012
2013
$ 1,826.3
95.0
$
2.63
$ 2,238.0
$ 149.4
3.84
$ 2,808.3
$ 152.3
4.713
$ 3,166.9
$ 195.6
4.733
$ 3,095.7
$ 194.61
4.363
NET SALES
NET SALES
(in billions)
(in billions)
1
1
.
.
3
3
$
$
2
2
.
.
3
3
8 $
8 $
.
.
2
2
2 $
2 $
.
.
2
2
$
$
8
8
.
.
1
1
$
$
2009 2010 2011 2012 2013
2009 2010 2011 2012 2013
2
FREE CASH FLOW
2
FREE CASH FLOW
(in millions)
(in millions)
.
.
4
4
9
9
6
6
2
2
$
$
9
9
.
.
3
3
2
2
2
2
$
$
3
3
.
.
1
1
8
8
2
2
$
$
7
7
.
.
7
7
0
0
2
2
4 $
4 $
0
0
3
3
1
1
$
$
.
.
2009 2010 2011 2012 2013
2009 2010 2011 2012 2013
3.5
3.5
3.0
3.0
2.5
2.5
2.0
2.0
1.5
1.5
1.0
1.0
0.5
0.5
0.0
0.0
ADJUSTED NET INCOME
ADJUSTED NET INCOME
(in millions)
(in millions)
6
.
5
9
6
1
.
$
5
9
1
$
1
6
.
4
9
1
6
1
.
$
4
9
1
$
3
.
2
5
3
1
.
2
$
5
1
$
4
.
9
4
4
1
.
9
$
0
4
.
1
5
0 $
9
.
5
$
9
$
2009 2010 2011 2012 2013
2009 2010 2011 2012 2013
DIVIDENDS PER SHARE
DIVIDENDS PER SHARE
8
8
7
7
.
0
.
0
$
$
4
4
7
7
.
0
.
0
$
$
0
0
7
7
.
0
.
0
$
$
4
4
6
6
.
0
.
0
$
$
6
6
6
6
.
0
.
0
$
$
2009 2010 2011 2012 2013
2009 2010 2011 2012 2013
300
300
250
250
200
200
150
150
100
100
50
50
0
0
300
250
200
300
250
150
200
100
50
150
100
50
0
0
0.8
0.8
0.7
0.7
0.6
0.6
0.5
0.5
0.4
0.4
0.3
0.3
0.2
0.2
0.1
0.1
0.0
0.0
Non-GAAP Measures Referenced Above
1 Adjusted Net Income Attributable to Regal Beloit Corporation. Adjusted to exclude the Non-Cash, Asset Impairments and Other, Net.
2 Free cash flow is defined as net cash provided by operating activities less additions to property, plant and equipment adjusted for grants received for
capital expenditures.
3 Adjusted earnings per share excludes the impact of asset impairments and other, net, purchase accounting and transaction costs, restructuring
costs, and tax benefits attributable to prior year.
Please see reconciliations of Non-GAAP Measures on page two of our 2013 Annual Report on Form 10-K, which is included in this publication.
POSITIONING
FOR A STRONG
TOMORROW
We are investing in new manufacturing technology, improving our operations and developing new solutions for
our customers in growing markets. Pictured above is our revolutionary Unico® Linear Rod Pump (LRP®) and
electronic drive that replaces traditional artificial lift oil pumping methods.
REGAL BELOIT CORPORATION • i
TO OUR SHAREHOLDERS
to fewer product design platforms. Consolidating design
platforms will improve every element of our performance for
our customers while simultaneously making us much more
efficient. We expect all of these improvements to pay off
and there is much more to come!
In 2013, we incorporated Operational Excellence (OE) into our
Compass™ operating system. OE employs Lean Six Sigma
methodologies and a collection of manufacturing “best
practices” gathered from our larger customers and other
world class companies. At the heart of OE is the concept
of engaging the minds and hearts of all of our employees to
drive continuous improvement for all of our stakeholders.
Our teams around the world have embarked on a journey to
achieve “Five Star” operational excellence. Our destination is
a place called “Make it Better” and together, we will get there.
One of our OE improvement targets is quality and in 2013,
we saw marked improvement in our quality performance.
We improved our measured quality performance by over
25% from 2012 levels, and if you look back to 2009, we have
improved by nearly 75%! This continuous quality improvement
has been a result of our investments in quality systems as
well as from the use of tools such as kaizen events, standard
work and high energy teams.
These efforts only matter if our stakeholders are seeing
improvements in our performance. To help us take the pulse
of one of our most important stakeholders, our customers,
we annually distribute our customer survey which measures
among other things, our customers’ perception of Regal’s
responsiveness, our innovations and the value of our products.
For the third year in a row, our customers told us that we
improved in all of these areas in 2013.
In 2013, Regal’s Suzhou, China operation received
the “Quality Improvement Award” from United
Technologies Corporation.
As we conclude another year, I am energized by both the
continuous improvements we are making everywhere in
the company and the investments we are making in our
future. We are on a journey to operational excellence
while simultaneously building growth opportunities through
innovation and key capital investments.
CONTINUOUSLY IMPROVING
We made substantial improvements in our operations in 2013.
From the completion of our Juarez factory consolidation to
the kickoff of our small motor facilities rationalization, we are
optimizing our structural footprint to increase our speed,
improve our quality and reduce our costs. At the same time,
we made progress simplifying our digital footprint by
accomplishing two more ERP conversions during the year.
In 2013, we encouraged our suppliers to join our journey by
asking them to participate in our new supplier alignment
program and we are pleased to see that many of our key
suppliers are now right in step with us. In our engineering
labs, our technology team has begun the multi-year conversion
80
70
60
50
40
30
20
10
0
NEW PRODUCT INTRODUCTIONS
1
7
0
6
0
5
2
3
3
2
2009 2010 2011 2012 2013
ii • 2013 ANNUAL REPORT
With respect to innovation, we are convinced that the
improve ments in our scores are being driven by the
continuous introduction of innovative new products. In 2013,
we launched 71 new products, a new record for us! Many
of our innovations are aimed at developing unique system
solutions for customers while often improving energy
efficiency.
Energy efficiency is not only important to our customers, but it
is also important to our own operations. We continue to drive
improvements in key environmental metrics as part of our
sustainability initiative. In 2013, we reduced energy and water
consumption, non-hazardous waste disposed, and hazardous
waste generated.
INVESTING CAPITAL
In 2013, we invested over $80 million in capital expenditures
to further improve our global infrastructure. We built a world
class facility in Wuxi, China that exemplifies efficiency and
lean manufacturing of industrial motors. We intend to begin
moving into the facility in the beginning of 2014. We made
a similar investment in 2012 in our Suzhou, China operation,
and in 2013, we received the prestigious “Quality Improvement
Award” from United Technologies Corporation (UTC) at its
2013 Asia Supplier Conference. Quality is critical to our
customers and during the transition into our new Suzhou
facility, our team maintained exemplary levels of measured
quality. In 2013, we also completed a 65,000 sq. ft. expansion
of our Unico facility in Franksville, Wisconsin, which
increased our capabilities to serve our customers in the
growing oil and gas segment. With each major investment,
our quality, lead times and efficiency all improve.
We remained active in acquisitions in 2013, welcoming two
new companies to Regal. In February, we purchased the RAM
motor business from Schneider Electric. RAM manufactures
hermetic motors for commercial HVAC applications. In
November, we acquired Cemp, a European manufacturer of
hazardous duty motors primarily used in the oil and gas and
marine markets. The two companies added about $55 million
in annual revenues to the company and were both excellent
additions to our existing businesses.
LOOKING FORWARD
Looking forward, we will continue to focus on our initiatives:
Customer Care, Innovation, Globalization, Simplification and
Sustainability. These are the right initiatives for us and will
drive improved performance for our customers and our
shareholders. Our acquisition pipeline is solid, and our strong
balance sheet combined with our positive cash flow positions
us to make acquisitions, invest in innovation, improve our
plants and people, and continue to pay dividends.
I would like to thank Carol Skornicka for her eight years of
service on the Regal Board of Directors. Carol will be retiring
as of May, 2014. We sincerely appreciate her dedicated service
to Regal and wish her well in retirement. I would also like to
welcome Jane Warner to the Board. Jane joined us in July,
2013 after an impressive career at ITW, EDS and General
Motors. Jane brings extensive leadership and operational
experience in global industrial manufacturing to the Board that I
know will benefit the Regal shareholders in years to come.
My sincere “thank you” to the Regal employees worldwide for
their drive for continuous improvement in 2013. Our investments
are paying off! I would like to also extend our gratitude to our
customers and investors for inspiring everyone at Regal to
drive towards excellence!
Sincerely,
Mark J. Gliebe,
Chairman and CEO
Two major investments include
(left) a 65,000 sq. ft. expansion to
our Unico facility in Franksville,
Wisconsin and (right) a new world
class industrial motor facility in
Wuxi, China.
REGAL BELOIT CORPORATION • iii
SIMPLIFICATION
Engaged employees are integral to
Operational Excellence.
As a company, we are in the midst of simplification. We are
optimizing our production facilities, product designs, computer
systems, suppliers, and more. Simplification requires a
continuous improvement mindset and a vision to make each
day easier and more rewarding for our customers and
employees while becoming more efficient in everything we do.
Our Technology team is working on several product platform
simplification projects aimed at optimizing our product designs.
These efforts will improve how we manufacture our HVAC
motors and blowers, worm gear drives, and commercial and
industrial motors. We plan to consolidate 11 product platforms
into five, standardize 17,000 models, significantly reduce part
count and eliminate thousands of manufacturing set ups per
year. Ultimately, the efficiency gains will lead to improved
performance for our customers and for our shareholders.
OPERATIONAL EXCELLENCE
Achieving operational excellence is core to our Compass™
operating system. In 2013, we integrated a comprehensive
Operational Excellence (OE) program for our manufacturing
teams into the Compass™ framework. OE uses Lean Six
Sigma methodologies and a collection of “best practices” and
disciplines used in manufacturing. We measure our progress
on OE at our facilities and our manufacturing teams are
striving for the ultimate Regal “Five Star” performance level.
iv • 2013 ANNUAL REPORT
Regal rolled out an Operational
Excellence (OE) program in 2013 and
our manufacturing teams are striving
for the “Five Star” performance level.
Process innovations enhance our
productivity and improve our quality.
Collaboration is critical to our simplification
initiative and it makes for a more satisfying
work environment.
Lean principles applied at our
manufacturing facilities result in
clean and efficient layouts with
clear visual management.
REGAL BELOIT CORPORATION • v
INNOVATION
Grocery stores use a variety of motors
and blowers for their refrigeration and air
conditioning equipment and look to Regal
for units that consume less energy.
Partnering with outstanding businesses
like Switch, a world leader in data center
developments, helps to stimulate leading
edge thinking in power generation and controls.
Innovation is the lifeblood of our business. We strive to
commutated motor (ECM) control, axial permanent magnet
produce a constant stream of innovative products,
motor and high-efficiency blower technology to improve
solutions and services that provide the benefits our
system efficiencies by up to 35 percent over standard
customers need.
In 2013, we developed a record number of new products.
blowers. The new design is compact, light in weight, quiet
in operation, and easily adaptable to existing equipment.
Many of the new products are aimed at improving energy
Marathon® SyMax-i™
efficiency by incorporating variable speed controls and
The innovative SyMax-i™ is an integrated permanent
embedded intelligence to provide complete solutions.
magnet motor and electronic control that is ideally suited
System solutions often deliver the most value to our
for commercial HVAC and refrigeration applications. These
customers.
DEC Star™ by Genteq®
Created using Regal technology from around the world,
DEC Star™ is a game-changing blower system for HVAC
equipment such as furnaces, packaged units, and other air
handling systems. DEC Star™, which is short for Dual
Efficiency Configuration, combines our latest electronically
ultra-efficient units are used in commercial buildings such
as grocery stores that employ many refrigeration units,
cold bulk storage rooms, and air conditioning systems. Not
only are SyMax-i™ motors and controls more efficient
than the standard motors they replace, the controls
within the motors can also be connected to the building
management system allowing customers to monitor,
measure and control energy efficiency.
In 2013, we expanded our product line for
our V-Green™ variable speed swimming
pool pump motors. V-Green™ products can
save as much as 80% in energy usage.
The SyMax-i™ motor uses permanent
magnet technology and integrated electronic
controls for a wide variety of commercial
HVAC-R applications.
vi • 2013 ANNUAL REPORT
DEC Star™ can be used in HVAC units for school classrooms keeping the
environment comfortable for learning. The revolutionary motor and blower
device incorporates an energy-efficient motor and high-efficiency blower in
a unique all-in-one assembly.
HVAC unit photo courtesy of
Bard Manufacturing Company.
REGAL BELOIT CORPORATION • vii
CUSTOMER CARE
Boston’s Westin Hotel purchased over 800 of
our energy efficient motors to upgrade the
HVAC equipment in each of its guest rooms.
This installation was featured on “The Green
Room” on network television in 2013.
Jon Schlemmer, COO, listens intently to
discussions about better serving our global
customers.
REACHING OUT TO CUSTOMERS
CONTINUOUS IMPROVEMENT FOR CUSTOMERS
With each new acquisition, we are becoming a more
Kaizen is Japanese for “improvement” or “change for
dynamic enterprise—continuously growing to reach more
the best.” It often refers to a philosophy of continuous
customers in more markets around the world. It is no
improvement or a practice aimed at improving people
wonder that Customer Care is our most important company
and processes. We use kaizen events to effect process
initiative. Key aspects of customer care are developing
changes that are both identified and implemented by our
innovative solutions, responding to customers’ timelines
teams, improving both people and processes simultaneously.
and meeting value requirements within our core product
At Regal, kaizen events have become the normal way of
categories. We realize that we have to earn our customers’
working. We have even hosted kaizen events with several
business every day. To ensure that we provide consistently
key customers to better align our company processes and
superior levels of service, we measure our customer care
encourage collaborative relationships.
efforts using feedback from our annual customer survey.
RESPONSIVENESS
RESPONSIVENESS
RESPONSIVENESS
RESPONSIVENESS
INNOVATION
RESPONSIVENESS
INNOVATION
GOOD VALUE
RESPONSIVENESS
INNOVATION
GOOD VALUE
INNOVATION
VALUE
INNOVATION
GOOD VALUE
VALUE
INNOVATION
VALUE
5.666670
5.333336
5.000002
4.666668
4.333334
4.000000
5.666670
5.333336
5.000002
4.666668
4.333334
4.000000
2011 2012 2013
1
5
.
5
8
6
.
5
8
9
.
5
5.666670
5.333336
5.000002
4.666668
4.333334
4.000000
2011 2012 2013
2011 2012 2013
5.500
5.125
4.750
4.375
4.000
5.7500
5.3125
4.8750
4.4375
4.0000
5.500
5.125
4.750
4.375
4.000
5.7500
5.3125
4.8750
4.4375
4.0000
5.500
5.125
4.750
4.375
4.000
5.7500
5.3125
4.8750
4.4375
4.0000
2011 2012 2013
2011 2012 2013
2011 2012 2013
2011 2012 2013
2011 2012 2013
2011 2012 2013
CUSTOMER SURVEY
Regal has thousands of customers located in a variety of end markets in all corners of the world. To make sure we
0
5
continuously listen and improve, we use a customer survey to obtain candid feedback about our performance. Each year
.
5
1
1
5
1
.
.
5
5
0
5
.
5
1
4
.
5
1
4
.
5
7
2
.
5
7
2
.
5
7
8
2
6
.
.
5
5
8
6
.
5
1
5
.
5
1
1
.
5
1
1
.
5
8
8
0
6
9
5
.
.
.
5
5
5
8
6
.
5
8
9
.
5
0
5
.
5
0
5
.
5
we drive change based on this feedback. We are happy to report that in 2013, we saw improvement in all questions
pertaining to our products, people and services. In the charts above, we highlighted three key areas of progress.
viii • 2013 ANNUAL REPORT
1
4
.
5
0
5
.
5
8
6
.
5
Regal Beloit Corporation
200 State Street
Beloit, WI 53511
(608) 364-8800
2013 Annual Report
on Form 10-K
1
NON-GAAP MEASURES
We prepare financial statements in accordance with accounting principles generally accepted in the United States (GAAP). We
also disclose in this annual report adjusted net income, adjusted diluted earnings per share (EPS), and free cash flow, (collectively,
“non-GAAP financial measures”). We use these measures in our internal performance reporting and for reports to the Board of
Directors. We also periodically disclose certain of these measures in our quarterly earnings releases, on investor conference calls,
and in investor presentations and similar events. We believe that these non-GAAP financial measures are useful measures for
providing investors with additional insight into our operating performance. This additional information is not meant to be
considered in isolation or as a substitute for our results of operations prepared and presented in accordance with GAAP. Free cash
flow is defined as net cash provided by operating activities less additions to property, plant and equipment adjusted for grants
received for capital expenditures.
.
Adjusted Diluted Earnings Per Share
2009
2010
2011
2012
GAAP Diluted Earnings (Loss) Per Share $
Asset Impairments and Other, Net of Tax
Incremental Warranty Expense
Purchase Accounting and
Transaction Costs
Restructuring Costs
Gain on Disposal of Real Estate
Gain on Divestiture
Tax Benefit Recorded Attributable to
Prior Year
Adjusted Diluted Earnings Per Share
$
Adjusted Net Income
(Dollars in Millions)
GAAP Net Income (Loss) Attributable
to Regal Beloit Corporation
Asset Impairments and Other, Net
Tax Effect from Asset Impairments
and Other, Net
Adjusted Net Income Attributable to
Regal Beloit Corporation to Exclude
the Non-Cash, Net of Tax, Asset
Impairments and Other, Net
Adjusted Diluted Earnings Per Share
(Dollars in Millions)
GAAP Net Cash Provided by
Operating Activities
$
$
$
Additions to Property Plant and Equipment
Grants Received for Capital Expenditures
Free Cash Flow
$
2.63
$
3.84
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
3.79
-
0.19
0.73
0.10
-
(0.10 )
4.64
$
-
-
0.01
0.15
(0.02 )
-
2013
2.64
1.65
-
0.02
0.09
-
-
-
(0.05 )
(0.04 )
2.63
$
3.84
$
4.71
2009
2010
2011
95.0
$
149.4
$
-
-
-
-
152.3
-
-
95.0
$
149.4
$
152.3
2009
2010
2011
314.9
$
175.4
$
(33.6 )
(45.0 )
265.3
(57.6 )
-
-
-
281.3
$
130.4
$
207.7
$
$
$
$
$
4.73
$
4.36
2012
2013
195.6
$
120.0
-
-
81.0
(6.4 )
195.6
$
194.6
2012
2013
351.7
$
305.0
(91.0 )
8.7
(82.7 )
1.6
269.4
$
223.9
2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 2013
Commission File number 1-7283
Regal Beloit Corporation
(Exact Name of Registrant as Specified in Its Charter)
Wisconsin
(State of Incorporation)
39-0875718
(IRS Employer Identification No.)
200 State Street, Beloit, Wisconsin 53511
(Address of principal executive offices)
(608) 364-8800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
Title of Each Class
Common Stock ($.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
(Title of Class)
Indicate by check mark if the registrant is well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 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
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 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 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. Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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 Accelerated filer Non-accelerated filer Smaller reporting company
(Do not check if a smaller reporting company)
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 29, 2013 was approximately $2.9 billion.
On February 19, 2014, the registrant had outstanding 45,087,896 shares of common stock, $.01 par value, which is registrant's only class of
common stock.
Certain information contained in the Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2014 is incorporated by
reference into Part III hereof.
DOCUMENTS INCORPORATED BY REFERENCE
3
REGAL BELOIT CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR YEAR ENDED DECEMBER 28, 2013
TABLE OF CONTENTS
PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
PART II
Item 5
Item 6
Item 7
Item 7A
Item 8
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases
of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operation
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Page
6
12
18
18
18
18
19
20
22
32
35
4
CAUTIONARY STATEMENT
This Annual Report on Form 10-K contains “forward-looking statements” as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements represent our management's judgment regarding future events. In many
cases, you can identify forward-looking statements by terminology such as “may,” “will,” “plan,” “expect,” “anticipate,”
“estimate,” “believe,” or “continue” or the negative of these terms or other similar words. Actual results and events could
differ materially and adversely from those contained in the forward-looking statements due to a number of factors, including:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
actions taken by our competitors and our ability to effectively compete in the increasingly competitive global electric
motor, drives and controls, power generation and mechanical motion control industries;
our ability to develop new products based on technological innovation and marketplace acceptance of new and
existing products;
fluctuations in commodity prices and raw material costs;
our dependence on significant customers;
issues and costs arising from the integration of acquired companies and businesses, including the timing and impact of
purchase accounting adjustments;
our dependence on key suppliers and the potential effects of supply disruptions;
infringement of our intellectual property by third parties, challenges to our intellectual property and claims of
infringement by us of third party technologies;
product liability and other litigation, or the failure of our products to perform as anticipated, particularly in high
volume applications;
increases in our overall debt levels as a result of acquisitions or otherwise and our ability to repay principal and
interest on our outstanding debt;
economic changes in global markets where we do business, such as reduced demand for the products we sell, currency
exchange rates, inflation rates, interest rates, recession, foreign government policies and other external factors that we
cannot control;
unanticipated liabilities of acquired businesses;
affect on earnings of any significant impairment of goodwill or intangible assets;
cyclical downturns affecting the global market for capital goods;
difficulties associated with managing foreign operations; and
other risks and uncertainties including but not limited to those described in “Risk Factors” in this Annual Report on
Form 10-K and from time to time in our reports filed with U.S. Securities and Exchange Commission.
All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly
qualified in their entirety by the applicable cautionary statements. The forward-looking statements included in this Annual
Report on Form 10-K are made only as of their respective dates, and we undertake no obligation to update these statements to
reflect subsequent events or circumstances. See also “Risk Factors.”
5
PART I
Unless the context requires otherwise, references in this Annual Report on Form 10-K to “we,” “us,” “our” or the
“Company” refer collectively to Regal Beloit Corporation and its subsidiaries.
References in an Item of this Annual Report on Form 10-K to information contained in our Proxy Statement for the Annual
Meeting of Shareholders to be held on April 28, 2014 (the “2014 Proxy Statement”) or to information contained in specific
sections of the Proxy Statement, incorporate the information into that Item by reference.
We operate on a 52/53 week fiscal year ending on the Saturday closest to December 31. We refer to the fiscal year ended
December 28, 2013 as “fiscal 2013,” the fiscal year ended December 29, 2012 as “fiscal 2012,” and the fiscal year ended
December 31, 2011 as “fiscal 2011.”
ITEM 1 -
BUSINESS
Our Company
We are a global manufacturer of electric motors and controls, electric generators and controls, and mechanical motion control
products. We have two reporting segments: Electrical and Mechanical. Financial information on our reporting segments for
fiscal 2013, fiscal 2012 and fiscal 2011 is contained in Note 6 of Notes to the Consolidated Financial Statements.
Electrical Segment
General
Our Electrical segment designs, manufactures and sells primarily:
•
•
•
•
•
•
•
•
•
•
integral horsepower AC and DC motors for commercial and industrial ("C&I") applications ;
fractional, integral and large horsepower motors used in a variety of pump, fans, compressor and electrical machinery
applications;
fractional and integral horsepower motors, electronic variable speed controls and blowers used in commercial and
residential heating, ventilation, air conditioning (“HVAC”) and commercial refrigeration products including furnaces,
air conditioners and refrigeration equipment;
fractional motors and blowers used in gas fired water heaters and hydronic heating systems;
hermetic motors used in residential air conditioning and commercial air conditioning and refrigeration systems;
hazardous duty motors for oil, gas and marine applications;
custom electronic drives used in paper processing, steel processing, automotive test stands, oil and gas applications,
and a variety of other industrial applications;
oil and gas artificial lift system pumping equipment typically used in well applications;
capacitors for use in HVAC systems, high intensity lighting and other applications;
electric generators and controls ranging in size from approximately five kilowatts through four megawatts used in
systems to generate backup or primary power;
• AC and DC variable speed drives and controllers and other accessories for a variety of commercial and industrial
•
applications; and
automatic transfer switches and paralleling switchgear to interconnect and control electric power generation
equipment.
We provide a comprehensive offering of stock models of electric motors in addition to the motors we produce to specific
customer specifications. These products range in size from sub-fractional and fractional to small integral horsepower motors to
larger commercial and industrial motors up to approximately 6,500 horsepower.
Our HVAC electric motors and blowers are vital components of an HVAC system and are used to move air into and away from
furnaces, heat pumps, air conditioners, ventilators, fan filter boxes, water heaters and humidifiers. A majority of our HVAC
motors replace existing motors, are installed as part of a new HVAC system that replaces an existing HVAC system, or are
used in an HVAC system for new home construction. The business enjoys a large installed base of equipment and long-term
relationships with its major customers.
Our power generation business includes electric generators, transfer switches and switchgear, and power generation
components and controls. The market for electric power generation components and controls is driven primarily by demand for
backup power on the part of end users who want to reduce operating losses due to power disturbances and the increased need
for both primary power and emergency power in certain applications. Our generators are used in commercial, industrial,
agricultural, marine, military, transportation, construction, data centers and other applications.
In our Electrical segment, we are focused on the design, manufacture and marketing of products that feature energy efficiency
technology. Our energy efficient products help the systems they operate consume less energy, providing a significant benefit to
our original equipment manufacturer (“OEM”) customers and lowering the system operating costs to end users. In fiscal 2013
we launched 71 new products, 61 in the Electrical segment and 10 in the Mechanical segment. The majority of our new
products are energy efficient.
6
2013 Acquisitions
During 2013, we completed two acquisitions in the Electrical segment
• On November 19, 2013, we acquired Cemp s.r.l. ("Cemp"), an Italy based electric motor company for $32.0 million,
net of cash. Cemp is a leading designer, manufacturer and marketer of flameproof electric motors.
• On February 8, 2013, we acquired the RAM motor business previously owned by Schneider Electric for $6.0 million.
The business manufactures hermetic motors from 250 hp to 2,500 hp for commercial HVAC applications.
We also purchased additional shares owned by the noncontrolling interest in our joint venture in a South African distribution
business for $1.7 million.
Mechanical Segment
Our Mechanical segment manufactures and markets a broad array of mechanical motion control products including:
standard and custom worm gearboxes, bevel gearboxes, helical gearboxes, and concentric shaft gearboxes;
open gearing;
•
•
• marine transmissions;
•
custom gearing;
•
gear motors;
• manual valve actuators; and
•
electrical connecting devices.
Our gear and transmission related products primarily control motion by transmitting power from a source, such as an electric
motor, to an end use, such as a conveyor belt, usually reducing speed and increasing torque in the process. Our valve actuators
are used primarily in oil and gas, water distribution and treatment and chemical processing applications. Mechanical products
are sold to OEM's, distributors and end users across many industries.
Sales, Marketing and Distribution
We sell our products directly to OEMs, distributors and end-users. We have multiple business units and each unit typically has
its own branded product offering and sales organization. These sales organizations consist of varying combinations of our own
internal direct sales people as well as exclusive and non-exclusive manufacturers' representative organizations.
We operate large distribution facilities in Indianapolis, Indiana and LaVergne, Tennessee which serve as hubs for our North
American distribution and logistics operations. Products are shipped from these facilities to our customers utilizing our fleet of
trucks and trailers as well as common carriers. We also operate numerous warehouse and distribution facilities in our global
markets to service the needs of our customers. In addition, we have many manufacturer representatives' warehouses located in
specific geographic areas to serve local customers.
We derive a significant portion of revenue from our OEM customers. In our HVAC business, our reliance on sales to key
OEM customers makes our relationship with each of these customers important to our business, and we expect this customer
concentration will continue for the foreseeable future in this portion of our business. Despite this relative concentration, we
had no customer that accounted for more than 10% of our consolidated net sales in fiscal 2013, fiscal 2012 or fiscal 2011.
Many of our motors are incorporated into residential applications that OEM's sell to end users. The number of installations of
new and replacement HVAC systems, pool pumps and related components is higher during the spring and summer seasons due
to the increased use of air conditioning and swimming pools during warmer months. As a result, our revenues tend to be
higher in the second and third quarters.
Competition
Electrical Segment
Electric motor manufacturing is a highly competitive global industry in which there is emphasis on quality, reliability, delivery
performance, price and energy efficiency. We compete with a growing number of domestic and international competitors due
in part to the nature of the products we manufacture and the wide variety of applications and customers we serve. Many
manufacturers of electric motors operate production facilities in many different countries, producing products for both the
domestic and export markets. Electric motor manufacturers from abroad, particularly those located in Europe, Brazil, China,
India and elsewhere in Asia, provide increased competition as they expand their market penetration around the world,
especially in North America. Additionally, there is a recent trend toward global industry consolidation.
Our major foreign competitors for electrical products include Broad-Ocean Motor Co., Welling Holding Limited, Kirloskar
Brothers Limited, ebm-papst Mulfingen GmbH & Co. KG, Crompton Greaves Limited, Lafert, ABB Ltd., Johnson Electric
Holdings Limited, Siemens AG, Toshiba Corporation, Panasonic Corporation, Leroy-Somer (a subsidiary of Emerson Electric
Company), Tech-top, Weg S.A., Hyundai, and TECO Electric & Machinery Co., Ltd. Our major domestic competitors for
electrical products include Baldor Electric (a subsidiary of ABB Ltd.,), U.S. Motors (a division of Nidec Corporation),
7
SNTech, Inc., General Electric Company, Bluffton Motor Works, McMillan Electric Company and Newage (a division of
Cummins, Inc). On balance, the demarcation between domestic U.S. and foreign manufacturers is blurring as competition
becomes more and more global.
We believe that we compete in the electric motor industry primarily on the basis of quality, technological capabilities such as
energy efficiency, price, service, promptness of delivery, and the overall value of our products.
Mechanical Segment
We provide various mechanical product applications and compete with a number of different companies depending on the
particular product offering. We believe that we are a leading manufacturer of several mechanical products and that we are the
leading manufacturer in the United States of worm gear drives. Our major domestic competitors include Boston Gear (a
division of Altra Industrial Motion, Inc.), Dodge (a subsidiary of ABB Ltd.), Emerson Power Transmission (a division of
Emerson Electric Company) and Winsmith (a division of Peerless-Winsmith, Inc.). Our major foreign competitors include
SEW Eurodrive GmbH & Co., Nord, Motovario and Sumitomo Corporation.
Engineering, Research and Development
We believe that innovation is critical to our future growth and success and are committed to investing in new products,
technologies and processes that deliver real value to our customers. Our research and development expenses consist primarily
of costs for: (i) salaries and related personnel expenses; (ii) the design and development of new energy efficiency products and
enhancements; (iii) quality assurance and testing; and (iv) other related overhead. Our research and development efforts tend to
be targeted toward developing new products that would allow us to gain additional market share, whether in new or existing
segments.
We believe the key driver of our innovation strategy is the development of products that include energy efficiency, embedded
intelligence and variable speed technology solutions. With our emphasis on product development and innovation, our
businesses filed 70 non-provisional and eight provisional patent applications in fiscal 2013.
Each of our business units has its own as well as shared product development and design teams that continuously works to
enhance our existing products and develop new products for our growing base of customers that require custom and standard
solutions. We believe we have state of the art product development and testing laboratories. We believe these capabilities
provide a significant competitive advantage in the development of high quality motors, electric generators, controls and
mechanical products incorporating leading design characteristics such as low vibration, low noise, improved safety, reliability
and enhanced energy efficiency.
We are continuing to expand our business by developing new, differentiated products in each of our business units. We work
closely with our customers to develop new products or enhancements to existing products that improve performance and meet
their needs.
For fiscal 2013, 2012 and 2011, research and development, which is solely focused on products or processes that are entirely
innovative to our Company or to our industry, was $28.3 million, $28.5 million and $21.8 million, respectively. For the same
periods, total research and development and other engineering which includes product and process improvements was $84.4
million, $83.9 million and $63.7 million, respectively.
Manufacturing and Operations
We have developed and acquired global operations in locations such as Mexico, India, Thailand and China so that we can sell
our products in these faster growing markets, follow our multinational customers, take advantage of global talent and
complement our flexible, rapid response operations in the United States, Canada and Europe. Our vertically integrated
manufacturing operations, including our own aluminum die casting and steel stamping operations, are an important element of
our rapid response capabilities. In addition, we have an extensive internal logistics operation and a network of distribution
facilities with the capability to modify stock products to quickly meet specific customer requirements in many instances. This
gives us the ability to efficiently and promptly deliver a customer's unique product to the desired location.
We manufacture a majority of the products that we sell, but also strategically outsource components and finished goods from
an established global network of suppliers. We aggressively pursue global sourcing to reduce our overall costs. We generally
maintain a dual sourcing capability in our existing domestic facilities to ensure a reliable supply source for our customers,
although we do depend on a limited number of key suppliers for certain materials and components. We regularly invest in
machinery and equipment to improve and maintain our facilities. Additionally, we have typically obtained significant amounts
of quality capital equipment as part of our acquisitions, often increasing overall capacity and capability. Base materials for our
products consist primarily of steel, copper and aluminum. Additionally, significant components of our product costs consist of
bearings, electronics, permanent magnets and ferrous and non-ferrous castings.
We continually upgrade our manufacturing equipment and processes, including increasing our use of computer aided
manufacturing systems and developing our own testing systems. To drive the continuous improvement process, we have
deployed Lean Six Sigma techniques across our facilities worldwide in order to develop our people and deploy our processes.
8
The initiative has generated significant benefits by eliminating waste, improving safety, quality and delivery, and reducing
cycle times. We have trained approximately 2,300 people since the program began in 2005. Our goal is to be a world wide
leader of high quality and low cost manufacturer of electric motors, power generation, electronic controls and motion control
products.
Facilities
We have manufacturing, sales and service facilities in the United States, Mexico, China, Europe, India and Australia, as well as
a number of other locations throughout the world. Our Electrical segment currently includes 132 manufacturing, service and
distribution facilities. The Electrical segment's present operating facilities contain a total of approximately 11.5 million square
feet of space of which approximately 34% are leased. Our Mechanical segment currently includes 11 manufacturing, service
and distribution facilities, of which 5 are principal manufacturing facilities. The Mechanical segment's present operating
facilities contain a total of approximately 1.0 million square feet of space of which approximately 24% are leased. Our
principal executive offices are located in Beloit, Wisconsin in an approximately 54,000 square foot owned office building. We
believe our equipment and facilities are well maintained and adequate for our present needs.
Backlog
Our business units have historically shipped the majority of their products in the month the order is received. As of December
28, 2013, our backlog was $415.0 million, as compared to $407.5 million on December 29, 2012. We believe that virtually all
of our backlog will be shipped in 2014.
Patents, Trademarks and Licenses
We own a number of United States patents and foreign patents relating to our businesses. While we believe that our patents
provide certain competitive advantages, we do not consider any one patent or group of patents essential to our business as a
whole. We also use various registered and unregistered trademarks, and we believe these trademarks are significant in the
marketing of most of our products. However, we believe the successful manufacture and sale of our products generally
depends more upon our technological, manufacturing and marketing skills.
Employees
As of the close of business on December 28, 2013, we employed approximately 22,900 employees worldwide. Of those
employees, approximately 9,400 were located in Mexico; approximately 5,100 in China; approximately 4,800 in the United
States; approximately 1,400 in India; and approximately 2,200 in the rest of the world. We consider our employee relations to
be very good.
Executive Officers
The names, ages, and positions of our executive officers as February 14, 2014 are listed below along with their business
experience during the past five years. Officers are elected annually by the Board of Directors. There are no family
relationships among these officers, nor any arrangements of understanding between any officer and any other persons pursuant
to which the officer was elected.
9
Executive
Officer
Mark J. Gliebe
Age
53
Chairman and
Chief Executive
Officer
Position
Business Experience and Principal Occupation
Jonathan J.
Schlemmer
48
Chief Operating
Officer
Charles A.
Hinrichs
60
Vice President
and Chief
Financial Officer
Peter C.
Underwood
44
Vice President,
General Counsel
and Secretary
Terry R. Colvin
58
Vice President
Corporate Human
Resources
John M.
Avampato
52
Vice President
and Chief
Information
Officer
Elected Chairman of the Board on December 31, 2011. Elected
President and Chief Executive Officer in May 2011. Previously
elected President and Chief Operating Officer in December
2005. Joined the Company in January 2005 as Vice President
and President - Electric Motors Group, following the acquisition
of the HVAC motors and capacitors businesses from GE.
Previously employed by GE as the General Manager of GE
Motors & Controls in the GE Consumer & Industrial business
unit from June 2000 to December 2004.
Elected Chief Operating Officer in May 2011. Prior thereto
served as the Company's Senior Vice President - Asia Pacific
from January 2010 to May 2011. Prior thereto, served as the
Company's Vice President - Technology from 2005 to January
2010. Before joining the company, worked for GE in its electric
motors business in a variety of roles including quality, Six Sigma
and engineering.
Joined the Company and was elected Vice President, Chief
Financial Officer in September 2010. Prior to joining the
Company, Mr. Hinrichs was Senior Vice President and Chief
Financial Officer at Smurfit-Stone Container Corporation, where
he worked from 1995 to 2009. On January 26, 2009, Smurfit
its primary operating
Stone Container Corporation and
subsidiaries filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court in Wilmington, Delaware, and emerged from
bankruptcy in July 2010.
Joined the Company and was elected Vice President, General
Counsel and Secretary in September 2010. Prior to joining the
Company, Mr. Underwood was a partner with the law firm of
Foley & Lardner LLP from 2005 to 2010 and an associate from
1996 to 2005.
Joined the Company in September 2006 and was elected Vice
President Corporate Human Resources in January 2007. Prior to
joining the Company, Mr. Colvin was Vice President of Human
Resources for Stereotaxis Corporation from 2005 to 2006.
Joined the Company in April 2006 as Vice President Information
Technology. Appointed Vice President and Chief Information
Officer in January 2008. In April 2010, Mr. Avampato was
elected an Officer of the Company. Prior to joining the
Company, Mr. Avampato was with Newell Rubbermaid from
1984 to 2006 where he was Vice President, Chief Information
Officer from 1999 to 2006.
10
Website Disclosure
Our Internet address is www.regalbeloit.com. We make available free of charge (other than an investor's own Internet access
charges) through our Internet website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file such material
with, or furnish such material to, the Securities and Exchange Commission. In addition, we have adopted a Code of Business
Conduct and Ethics that applies to our officers, directors and employees which satisfies the requirements of the New York
Stock Exchange regarding a “code of business conduct.” We have also adopted Corporate Governance Guidelines addressing
the subjects required by the New York Stock Exchange. We make copies of the foregoing, as well as the charters of our Board
committees, available free of charge on our website. We intend to satisfy the disclosure requirements under Item 5.05 of Form
8-K regarding amendments to, or waivers from, our Code of Business Conduct and Ethics by posting such information on our
web site at the address stated above. We are not including the information contained on or available through our website as a
part of, or incorporating such information by reference into, this Annual Report on Form 10-K.
11
ITEM 1A -
RISK FACTORS
You should carefully consider each of the risks described below, together with all of the other information contained in this
Annual Report on Form 10-K, before making an investment decision with respect to our securities. If any of the following risks
develop into actual events, our business, financial condition or results of operations could be materially and adversely affected
and you may lose all or part of your investment.
We operate in the highly competitive global electric motor, drives and controls, power generation and mechanical
motion control industries.
The global electric motor, drives and controls, power generation and mechanical motion control industries are highly
competitive. We encounter a wide variety of domestic and international competitors due in part to the nature of the products we
manufacture and the wide variety of applications and customers we serve. In order to compete effectively, we must retain
relationships with major customers and establish relationships with new customers, including those in developing countries.
Moreover, in certain applications, customers exercise significant power over business terms. It may be difficult in the short-
term for us to obtain new sales to replace any decline in the sale of existing products that may be lost to competitors. Our
failure to compete effectively may reduce our revenues, profitability and cash flow, and pricing pressures resulting from
competition may adversely impact our profitability.
In addition, some of our competitors are larger and have greater financial and other resources than we do. There can be no
assurance that our products will be able to compete successfully with the products of these other companies.
Our ability to establish, grow and maintain customer relationships depends in part on our ability to develop new
products and product enhancements based on technological innovation.
The electric motor industry in recent years has seen significant evolution and innovation, particularly with respect to increasing
energy efficiency and control enhancements related to motor products. Our ability to effectively compete in the electric motor
industry depends in part on our ability to continue to develop new technologies and innovative products and product
enhancements. If we are unable to meet the needs of our customers for innovative products, or if our products become
technologically obsolete over time due to the development by our competitors of technological breakthroughs or otherwise, our
revenues and results of operations may be adversely affected. In addition, we may incur significant costs and devote significant
resources to the development of products that ultimately are not accepted in the marketplace, do not provide anticipated
enhancements, or do not lead to significant revenue, which may adversely impact our results of operations.
In our Electrical segment, we depend on revenues from several significant customers, and any loss, cancellation or
reduction of, or delay in, purchases by these customers may have a material adverse effect on our business.
We derive a significant portion of the revenues of our motor businesses from several key OEM customers. Our success will
depend on our continued ability to develop and manage relationships with these customers. We expect this customer
concentration will continue for the foreseeable future. Our reliance on sales from customers makes our relationship with each
of these customers important to our business. We cannot assure you that we will be able to retain these key customers. Some
of our customers may in the future shift some or all of their purchases of products from us to our competitors or to other
sources. The loss of one or more of our large customers, any reduction or delay in sales to these customers, our inability to
develop relationships successfully with additional customers, or future price concessions that we may make could have a
material adverse effect on our results of operations and financial condition.
Our dependence on, and the price of, raw materials may adversely affect our gross margins.
Many of the products we produce contain key materials such as steel, copper, aluminum and rare earth metals. Market prices
for those materials can be volatile due to changes in supply and demand, manufacturing and other costs, regulations and tariffs,
economic conditions and other circumstances. We may not be able to offset any increase in commodity costs through pricing
actions, productivity enhancements or other means, and increasing commodity costs may have an adverse impact on our gross
margins, which could adversely affect our results of operations and financial condition.
We may encounter difficulties in integrating the operations of acquired businesses that may have a material adverse
impact on our future growth and operating performance.
Over the past several years, as part of our strategic growth plans, we have typically acquired multiple businesses in any given
year. Some of those acquisitions have been significant to our overall growth and full realization of the expected benefits and
synergies of acquisitions will require integration over time of certain aspects of the manufacturing, engineering, administrative,
sales and marketing and distribution functions of the acquired businesses, as well as some integration of information systems
platforms and processes. Complete and successful integration of acquired businesses, and realization of expected synergies,
can be a long and difficult process and may require substantial attention from our management team and involve substantial
expenditures and include additional operational expenses. Even if we are able to successfully integrate the operations of
acquired businesses, we may not be able to realize the expected benefits and synergies of the acquisition, either in the amount
of time or within the expected time frame, or at all, and the costs of achieving these benefits may be higher than, and the timing
12
may differ from, what we initially expect. Our ability to realize anticipated benefits and synergies from the acquisitions may be
affected by a number of factors, including:
• The use of more cash or other financial resources, and additional management time, attention and distraction, on
integration and implementation activities than we expect, including restructuring and other exit costs;
increases in other expenses related to an acquisition, which may offset any potential cost savings and other synergies
from the acquisition;
our ability to realize anticipated levels of sales in emerging markets like China and India;
our ability to avoid labor disruptions or disputes in connection with any integration;
the timing and impact of purchase accounting adjustments;
difficulties in employee or management integration; and
unanticipated liabilities associated with acquired businesses.
•
•
•
•
•
•
Any potential cost-saving opportunities may take at least several quarters following an acquisition to implement, and any
results of these actions may not be realized for at least several quarters following implementation. We cannot assure you that
we will be able to successfully integrate the operations of our acquired businesses, that we will be able to realize any
anticipated benefits and synergies from acquisitions or that we will be able to operate acquired businesses as profitably as
anticipated.
New regulations related to “conflict minerals” may cause us to incur additional expenses and could limit the supply and
increase the cost of certain materials used in manufacturing our products.
In August 2012, the SEC adopted a new rule requiring disclosure of whether certain specified minerals known as conflict
minerals are used in products manufactured or contracted to be manufactured by public companies. The new rule requires
companies to verify and disclose whether or not such minerals originate from the conflict region that includes the Democratic
Republic of Congo and adjoining countries. The first disclosure report is due on May 31, 2014, relating to the calendar year of
2013. Since our global supply chain is complex and has multiple layers, the due diligence activities required to determine the
source of certain minerals used in our products is time consuming and could result in significant costs, and we may face
significant challenges in verifying the origins of the minerals used in our products. If we are unable to sufficiently verify the
origin of the minerals used in our products, our reputation could be harmed. In addition, we may not be able to satisfy
customers who require that our products be certified as conflict-free, which could place us at a competitive disadvantage.
Further, we may determine to cease doing business with certain suppliers in the event those suppliers are not responsive to our
diligence inquiries or are determined to be sourcing materials from the conflict region. This could disrupt our supply chain and
cause us to divert management’s attention and incur additional costs in establishing alternative suppliers.
We depend on certain key suppliers, and any loss of those suppliers or their failure to meet commitments may adversely
affect our business and results of operations.
We are dependent on a single or limited number of suppliers for some materials or components required in the manufacture of
our products. If any of those suppliers fail to meet their commitments to us in terms of delivery or quality, we may experience
supply shortages that could result in our inability to meet our customers' requirements, or could otherwise experience an
interruption in our operations that could negatively impact our business and results of operations.
We expect to incur costs and charges as a result of restructuring activities such as facilities and operations
consolidations and workforce reductions that we expect will reduce on-going costs, and those restructuring activities
also may be disruptive to our business and may not result in anticipated cost savings.
We have been consolidating facilities and operations in an effort to make our business more efficient and expect to continue to
review our overall manufacturing footprint. We have incurred, and expect in the future to incur, additional costs and
restructuring charges in connection with such consolidations, workforce reductions and other cost reduction measures that have
adversely affected and, to the extent incurred in the future would adversely affect, our future earnings and cash flows.
Furthermore, such actions may be disruptive to our business. This may result in production inefficiencies, product quality
issues, late product deliveries or lost orders as we begin production at consolidated facilities, which would adversely impact our
sales levels, operating results and operating margins. In addition, we may not realize the cost savings that we expect to realize
as a result of such actions.
Infringement of our intellectual property by third parties may harm our competitive position, and we may incur
significant costs associated with the protection and preservation of our intellectual property.
We own or otherwise have rights in a number of patents and trademarks relating to the products we manufacture, which have
been obtained over a period of years, and we continue to actively pursue patents in connection with new product development
and to acquire additional patents and trademarks through the acquisitions of other businesses. These patents and trademarks
have been of value in the growth of our business and may continue to be of value in the future. Our inability to protect this
intellectual property generally, or the illegal breach of some or a large group of our intellectual property rights, would have an
adverse effect on our business. In addition, there can be no assurance that our intellectual property will not be challenged,
invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly
13
developed or protected. We have incurred in the past and may incur in the future significant costs associated with defending
challenges to our intellectual property or enforcing our intellectual property rights, which could adversely impact our cash flow
and results of operations.
Third parties may claim that we are infringing their intellectual property rights and we could incur significant costs
and expenses or be prevented from selling certain products.
We may be subject to claims from third parties that our products or technologies infringe on their intellectual property rights or
that we have misappropriated intellectual property rights. If we are involved in a dispute or litigation relating to infringement
of third party intellectual property rights, we could incur significant costs in defending against those claims. Our intellectual
property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement
or misappropriation. In addition, as a result of such claims of infringement or misappropriation, we could lose our rights to
technology that are important to our business, or be required to pay damages or license fees with respect to the infringed rights
or be required to redesign our products at substantial cost, any of which could adversely impact our cash flows and results of
operations.
We sell certain products for high volume applications, and any failure of those products to perform as anticipated could
result in significant liability that may adversely affect our business and results of operations.
We manufacture and sell a number of products for high volume applications, including motors used in pools and spas,
residential and commercial heating, ventilation, air conditioning and refrigeration equipment. Any failure of those products to
perform as anticipated could result in significant product liability, product recall or rework, or other costs. The costs of product
recalls and reworks are not generally covered by insurance. If we were to experience a product recall or rework in connection
with products of high volume applications, our financial condition or results of operations could be materially adversely
affected.
We increasingly manufacture our products outside the United States, where political, societal or economic instability
may present additional risks to our business.
Approximately 18,100 of our approximate 22,900 total employees and 48 of our 73 principal manufacturing and warehouse
facilities are located outside the United States. International operations generally are subject to various risks, including
political, societal and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade
restrictions, lack or reliable legal systems, ownership restrictions, the impact of foreign government regulations, the effects of
income and withholding taxes, governmental expropriation or nationalization, and differences in business practices. We may
incur increased costs and experience delays or disruptions in product deliveries and payments in connection with international
manufacturing and sales that could cause loss of revenue. Unfavorable changes in the political, regulatory and business
climates in countries where we have operations could have a material adverse effect on our financial condition, results of
operations and cash flows.
We may suffer losses as a result of foreign currency fluctuations.
The net assets, net earnings and cash flows from our foreign subsidiaries are based on the U.S. dollar equivalent of such
amounts measured in the applicable functional currency. These foreign operations have the potential to impact our financial
position due to fluctuations in the local currency arising from the process of re-measuring the local functional currency in the
U.S. dollar. Any increase in the value of the U.S. dollar in relation to the value of the local currency, whether by means of
market conditions or governmental actions such as currency devaluations, will adversely affect our revenues from our foreign
operations when translated into U.S. dollars. Similarly, any decrease in the value of the U.S. dollar in relation to the value of
the local currency will increase our operating costs in foreign operations, to the extent such costs are payable in foreign
currency, when translated into U.S. dollars.
Businesses that we have acquired or may acquire may have liabilities which are not known to us.
We have assumed liabilities of other acquired businesses, and may assume liabilities of businesses that we acquire in the future.
There may be liabilities or risks that we fail, or are unable, to discover, or that we underestimate, in the course of performing
our due diligence investigations of acquired businesses. Additionally, businesses that we have acquired or may acquire in the
future may have made previous acquisitions, and we will be subject to certain liabilities and risks relating to these prior
acquisitions as well. We cannot assure you that our rights to indemnification contained in definitive acquisition agreements that
we have entered or may enter into will be sufficient in amount, scope or duration to fully offset the possible liabilities
associated with the business or property acquired. Any such liabilities, individually or in the aggregate, could have a material
adverse effect on our business, financial condition or results of operations. As we begin to operate acquired businesses, we may
learn additional information about them that adversely affects us, such as unknown or contingent liabilities, issues relating to
compliance with applicable laws or issues related to ongoing customer relationships or order demand.
14
We are subject to litigation, including product liability and warranty claims that may adversely affect our financial
condition and results of operations.
We are, from time to time, a party to litigation that arises in the normal course of our business operations, including product
warranty and liability claims, contract disputes and environmental, asbestos, employment and other litigation matters. We face
an inherent business risk of exposure to product liability and warranty claims in the event that the use of our products is alleged
to have resulted in injury or other damage. While we currently maintain general liability and product liability insurance
coverage in amounts that we believe are adequate, we cannot assure you that we will be able to maintain this insurance on
acceptable terms or that this insurance will provide sufficient coverage against potential liabilities that may arise. Any claims
brought against us, with or without merit, may have an adverse effect on our business and results of operations as a result of
potential adverse outcomes, the expenses associated with defending such claims, the diversion of our management's resources
and time and the potential adverse effect to our business reputation.
Commodity, currency and interest rate hedging activities may adversely impact our financial performance as a result of
changes in global commodity prices, interest rates and currency rates.
We use derivative financial instruments in order to reduce the substantial effects of currency and commodity fluctuations and
interest rate exposure on our cash flow and financial condition. These instruments may include foreign currency and
commodity forward contracts, currency swap agreements and currency option contracts, as well as interest rate swap
agreements. We have entered into, and expect to continue to enter into, such hedging arrangements. While limiting to some
degree our risk fluctuations in currency exchange, commodity price and interest rates by utilizing such hedging instruments, we
potentially forgo benefits that might result from other fluctuations in currency exchange, commodity and interest rates. We
also are exposed to the risk that counterparties to hedging contracts will default on their obligations. We manage exposure to
counterparty credit risk by limiting our counterparties to major international banks and financial institutions meeting
established credit guidelines. However, any default by such counterparties might have an adverse effect on us.
Goodwill comprises a significant portion of our total assets, and if we determine that goodwill has become impaired in
the future, our results of operations and financial condition in such years may be materially and adversely affected.
Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. We review
goodwill at least annually for impairment and any excess in carrying value over the estimated fair value is charged to the results
of operations. Our estimates of fair value are based on assumptions about the future operating cash flows, growth rates,
discount rates applied to these cash flows and current market estimates of value. A reduction in net income resulting from the
write down or impairment of goodwill would affect financial results and could have a material and adverse impact upon the
market price of our common stock. If we are required to record a significant charge to earnings in our consolidated financial
statements because an impairment of goodwill is determined, our results of operations and financial condition could be
materially and adversely affected.
We may incur costs or suffer reputational damage due to improper conduct of our employees, agents or business
partners.
We are subject to a variety of domestic and foreign laws, rules and regulations relating to improper payments to government
officials, bribery, anti-kickback and false claims rules, competition, export and import compliance, money laundering and data
privacy. If our employees, agents or business partners engage in activities in violation of these laws, rules or regulations, we
may be subject to civil or criminal fines or penalties or other sanctions, may incur costs associated with government
investigations, or may suffer damage to our reputation.
Sales of products incorporated into HVAC systems and other residential applications are seasonal and affected by the
weather; mild or cooler weather could have an adverse effect on our operating performance.
Many of our motors are incorporated into HVAC systems and other residential applications that OEMs sell to end users. The
number of installations of new and replacement HVAC systems or components and other residential applications is higher
during the spring and summer seasons due to the increased use of air conditioning during warmer months. Mild or cooler
weather conditions during the spring and summer season often result in end users deferring the purchase of new or replacement
HVAC systems or components. As a result, prolonged periods of mild or cooler weather conditions in the spring or summer
season in broad geographical areas could have a negative impact on the demand for our HVAC motors and, therefore, could
have an adverse effect on our operating performance. In addition, due to variations in weather conditions from year to year,
our operating performance in any single year may not be indicative of our performance in any future year.
We may be adversely impacted by an inability to identify and complete acquisitions.
A substantial portion of our growth has come through acquisitions, and an important part of our growth strategy is based upon
our ability to execute future acquisitions. We may not be able to identify and successfully negotiate suitable acquisitions,
obtain financing for future acquisitions on satisfactory terms or otherwise complete acquisitions in the future. If we are unable
to successfully complete acquisitions, our ability to grow our company may be limited.
15
Our success is highly dependent on qualified and sufficient staffing. Our failure to attract or retain qualified personnel
could lead to a loss of revenue or profitability.
Our success depends, in part, on the efforts and abilities of our senior management team and key employees. Their skills,
experience and industry contacts significantly benefit our operations and administration. The failure to attract or retain
members of our senior management team and key employees could have a negative effect on our operating results.
Our operations are highly dependent on information technology infrastructure and failures could significantly affect
our business.
We depend heavily on our information technology infrastructure in order to achieve our business objectives. If we experience a
problem that impairs this infrastructure, such as a computer virus, a problem with the functioning of an important IT
application, or an intentional disruption of our IT systems by a third party, the resulting disruptions could impede our ability to
record or process orders, manufacture and ship in a timely manner, or otherwise carry on our business in the ordinary course.
Any such events could cause us to lose customers or revenue and could require us to incur significant expense to eliminate
these problems and address related security concerns.
We are in the process of implementing a global Enterprise Resource Planning (“ERP”) system that will redesign and deploy a
common information system over a period of several years. The process of implementation can be costly and can divert the
attention of management from the day-to-day operations of the business. As we implement the ERP system, the new system
may not perform as expected. This could have an adverse effect on our business.
Worldwide economic conditions may adversely affect our industry, business and results of operations.
General economic conditions and conditions in the global financial markets can affect our results of operations. Deterioration
in the global economy could lead to higher unemployment, lower consumer spending and reduced investment by businesses,
and could lead our customers to slow spending on our products or make it difficult for our customers, our vendors and us to
accurately forecast and plan future business activities. Worsening economic conditions could also affect the financial viability
of our suppliers, some of which we may consider key suppliers. If the commercial and industrial, residential HVAC, power
generation and mechanical power transmission markets significantly deteriorate, our business, financial condition and results of
operations will likely be materially and adversely affected. Additionally, our stock price could decrease if investors have
concerns that our business, financial condition and results of operations will be negatively impacted by a worldwide economic
downturn.
We may be adversely affected by environmental, health and safety laws and regulations.
We are subject to various laws and regulations relating to the protection of the environment and human health and safety and
have incurred and will continue to incur capital and other expenditures to comply with these regulations. Failure to comply
with any environmental regulations, including more stringent environmental laws that may be imposed in the future, could
subject us to future liabilities, fines or penalties or the suspension of production.
Our operations can be negatively impacted by natural disasters, terrorism, acts of war, international conflict, political
and governmental actions which could harm our business.
Natural disasters, acts or threats of war or terrorism, international conflicts, and the actions taken by the United States and other
governments in response to such events could cause damage or disrupt our business operations, our suppliers, or our customers,
and could create political or economic instability, any of which could have an adverse effect on our business. Although it is not
possible to predict such events or their consequences, these events could decrease demand for our products, could make it
difficult or impossible for us to deliver products, or could disrupt our supply chain. We may also be negatively impacted by
actions by foreign governments, including currency devaluation, tariffs and nationalization, where our facilities are located
which could disrupt manufacturing and commercial operations.
We are subject to changes in legislative, regulatory and legal developments involving income taxes.
We are subject to U.S. Federal, state, and international income, payroll, property, sales and use, fuel, and other types of taxes.
Changes in tax rates, enactment of new tax laws, revisions of tax regulations, and claims or litigation with taxing authorities
could result in substantially higher taxes and, therefore, could have a significant adverse effect on our results or operations,
financial conditions and liquidity. Currently, a significant amount of our revenue is generated from customers located outside
of the United States, and an increasingly greater portion of our assets and employees are located outside of the United States.
U.S. income tax and foreign withholding taxes have not been provided on undistributed earnings for certain non-U.S.
subsidiaries, because such earnings are intended to be indefinitely reinvested in the operations of those subsidiaries.
Future legislation may substantially reduce (or have the effect of substantially reducing) our ability to defer U.S. taxes on profit
permanently reinvested outside the United States. Additionally, they could have a negative impact on our ability to compete in
the global marketplace.
16
We are subject to tax laws and regulations in many jurisdictions and the inability to successfully defend claims from
taxing authorities related to our current and/or acquired businesses could adversely affect our operating results and
financial position.
We conduct business in many countries, which requires us to interpret the income tax laws and rulings in each of those taxing
jurisdictions. Due to the subjectivity of tax laws between those jurisdictions as well as the subjectivity of factual interpretations,
our estimates of income tax liabilities may differ from actual payments or assessments. Claims from taxing authorities related
to these differences could have an adverse impact on our operating results and financial position.
Our stock may be subject to significant fluctuations and volatility.
The market price of shares of our common stock may be volatile. Among the factors that could affect our common stock price
are those discussed above under “Risk Factors” as well as:
•
•
•
•
•
•
•
domestic and international economic and political factors unrelated to our performance;
quarterly fluctuation in our operating income and earnings per share results;
decline in demand for our products;
significant strategic actions by our competitors, including new product introductions or technological advances;
fluctuations in interest rates;
cost increases in energy, raw materials, intermediate components or materials, or labor; and
changes in revenue or earnings estimates or publication of research reports by analysts.
In addition, stock markets may experience extreme volatility that may be unrelated to the operating performance of particular
companies. These broad market fluctuations may adversely affect the trading price of our common stock.
17
ITEM 1B -
UNRESOLVED STAFF COMMENTS
None.
ITEM 2 -
Properties
Our principal executive offices are located in Beloit, Wisconsin in an owned office building with approximately 54,000 square
feet. We have manufacturing, sales and service facilities throughout the United States and in Canada, Mexico, India, China,
Australia, Thailand and Europe.
Our Electrical segment currently includes 132 manufacturing, service and distribution facilities, of which 66 are principal
manufacturing facilities and two are principal warehouse facilities. The Electrical segment's present operating facilities contain
a total of approximately 11.5 million square feet of space of which approximately 34% are leased.
The following represents our principal manufacturing and warehouse facilities in the Electrical segment (square footage in
millions):
U.S.
Mexico
China
India
Europe
Other
Facilities
20
26
9
3
3
7
68
Total
3.2
2.6
2.2
0.7
0.5
0.6
9.8
Square Footage
Owned
1.7
1.2
1.9
0.7
0.2
0.2
5.9
Leased
1.5
1.4
0.3
—
0.3
0.4
3.9
Our Mechanical segment currently includes 11 manufacturing, service and distribution facilities of which 5 are principal
manufacturing facilities. The Mechanical segment's present operating facilities contain a total of approximately 1.1 million
square feet of space of which approximately 24% are leased. Our principal manufacturing facilities in the Mechanical segment
are primarily located in the U.S.
ITEM 3 -
Legal Proceedings
One of our subsidiaries that we acquired in 2007 is subject to numerous claims filed in various jurisdictions relating to certain
sub-fractional motors that were primarily manufactured through 2004 and that were included as components of residential and
commercial ventilation units marketed by a third party. These claims generally allege that the ventilation units were the cause
of fires. Based on the current facts, we do not believe these claims, individually or in the aggregate, will have a material
adverse effect on our results of operations or financial condition. However, we cannot predict with certainty the outcome of
these claims, the nature or extent of remedial actions, if any, we may need to undertake with respect to motors that remain in
the field, or the costs we may incur, some of which could be significant.
We are, from time to time, party to other litigation that arises in the normal course of our business operations, including product
warranty and liability claims, contract disputes and environmental, asbestos, employment and other litigation matters. Our
products are used in a variety of industrial, commercial and residential applications that subject us to claims that the use of our
products is alleged to have resulted in injury or other damage. We accrue for exposures in amounts that we believe are
adequate, and we do not believe that the outcome of any such lawsuit will have a material effect on our results of operations or
financial position.
ITEM 4 -
Mine Safety Disclosures
Not applicable.
18
ITEM 5 - Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
PART II
Securities
General
Our common stock, $.01 par value per share, is traded on the New York Stock Exchange under the symbol “RBC.” The
following table sets forth the range of high and low closing sales prices for our common stock for the period from January 1,
2012 through December 28, 2013.
2013 Price Range
2012 Price Range
Quarter
1st
2nd
3rd
4th
High
Low
Dividends
Declared
High
Low
$
$
84.67
80.08
71.10
75.64
70.47 $
62.35
63.66
67.93
$
0.19
0.20
0.20
0.20
70.99 $
69.22
75.60
71.34
Dividends
Declared
0.18
0.19
0.19
0.19
51.07 $
56.20
61.00
63.68
We have paid 214 consecutive quarterly dividends through January 2014. The number of registered holders of common stock
as of February 14, 2014 was 456.
The following table contains detail related to the repurchase of our common stock based on the date of trade during the quarter
ended December 28, 2013.
2013 Fiscal Month
September 29 to November 2
November 3 to November 30
December 1 to December 28
Total
Total
Number of
Shares
Purchased
Average
Price Paid
per Share
—
— $
1,757
73.56
685
2,442
73.50
Maximum
Number of
Shares that May be
Purchased Under the
Plans or Programs
2,115,900
3,000,000
3,000,000
There were no shares purchased as a part of a publicly announced plan or program.
Under our equity incentive plans, participants may pay the exercise price or satisfy all or a portion of the federal, state and local
withholding tax obligations arising in connection with plan awards by electing to a) have us withhold shares of common stock
otherwise issuable under the award, b) tender back shares received in connection with such award, or c) deliver previously
owned shares of common stock, in each case having a value equal to the exercise price or the amount to be withheld. The
shares listed under “Total Number of Shares Purchased” relate to our repurchases under these equity incentive plans.
In November 2013, our Board of Directors reapproved repurchase programs of up to 3,000,000 shares of common stock.
Management is authorized to effect purchases from time to time in the open market or through privately negotiated
transactions. There is no expiration date to this authority.
Item 12 of this Annual Report on Form 10-K contains certain information relating to our equity compensation plans.
Stock Performance
The following information in this Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be
“filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 (the “Exchange Act”) or
to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933 or the Exchange Act.
The following graph compares the hypothetical total shareholder return (including reinvestment of dividends) on an investment
in (1) our common stock, (2) the Standard & Poor's Mid Cap 400 Index, and (3) the Standard & Poor's 400 Electrical
Components and Equipment Index, for the period December 28, 2008 through December 28, 2013. In each case, the graph
assumes the investment of $100.00 on December 28, 2008.
19
Company / Index
Regal Beloit Corporation
S&P MidCap 400 Index
S&P 400 Electrical Components & Equipment
ITEM 6 -
Selected Financial Data
INDEXED RETURNS
2009
$ 155.29
143.62
137.68
$
2010
201.84
181.88
199.13
$
Years Ending
2011
2012
156.04 $ 212.75
207.35
178.72
264.09
198.87
$
2013
230.47
279.94
351.40
The selected statements of income data for fiscal 2013, 2012 and 2011, and the selected balance sheet data at December 28,
2013 and December 29, 2012 are derived from, and are qualified by reference to, the audited consolidated financial statements
included elsewhere in this Annual Report on Form 10-K. The selected statement of income data for fiscal 2010 and 2009 and
the selected balance sheet data at December 31, 2011, January 1, 2011 and January 2, 2010 are derived from audited
consolidated financial statements not included herein.
20
Net Sales
Cost of Sales
Gross Profit
Operating Expenses
Asset Impairments and Other, Net
Total Operating Expenses
Income from Operations
Net Income
Net Income Attributable to Regal Beloit
Corporation
Total Assets
Total Debt
Long-term Debt
Regal Beloit Shareholders' Equity
Per Share Data:
Earnings - Basic
Earnings - Assuming Dilution
Cash Dividends Declared
Shareholders' Equity
Weighted Average Shares Outstanding (in
millions):
Basic
Assuming Dilution
Fiscal
2013
Fiscal
2012
Fiscal
2011
Fiscal
2010
Fiscal
2009
(In Millions, Except Per Share Data)
$
$
3,095.7
2,312.5
783.2
494.2
81.0
575.2
208.0
126.0
120.0
3,643.5
767.4
609.0
2,056.2
2.66
2.64
0.79
46.72
45.0
45.4
$
$
3,166.9 $
2,395.9
771.0
458.2
—
458.2
312.8
200.3
195.6
3,569.1
818.5
754.7
1,953.4
4.68 $
4.64
0.75
46.73
41.8
42.1
2,808.3
2,142.3
666.0
410.3
—
410.3
255.7
158.0
152.3
3,266.5
919.2
909.2
1,535.9
3.84
3.79
0.71
38.70
39.7
40.1
$ 2,238.0 $ 1,826.3
1,402.1
424.2
264.7
—
264.7
159.5
98.7
1,688.6
549.4
311.6
—
311.6
237.7
154.7
149.4
95.0
2,449.1
2,112.2
436.9
476.5
428.3
1,362.0
468.1
1,167.8
$
3.91 $
3.84
0.67
35.62
2.76
2.63
0.64
33.85
38.2
38.9
34.5
36.1
We have completed various acquisitions that affect the comparability of the selected financial data shown above. The results of
operations for acquisitions are included in our consolidated financial results for the period subsequent to their acquisition date.
Significant acquisitions included EPC (August 2011).
In the fourth quarter of 2013, a non-cash impairment charge related to certain reporting units reduced Income from Operations
by $81.0 million and Net Income Attributable to Regal Beloit Corporation by $74.7 million.
21
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
We operate on a 52/53 week fiscal year ending on the Saturday closest to December 31. We refer to the fiscal year ended
December 28, 2013 as “fiscal 2013,” the fiscal year ended December 29, 2012 as “fiscal 2012,” the fiscal year ended
December 31, 2011 as “fiscal 2011.” Fiscal 2013, fiscal 2012 and fiscal 2011 all had 52 weeks.
Over the past several years, as part of our strategic growth plans, we have typically acquired multiple businesses in any given
fiscal year. When we refer to the financial impact of the “recently acquired businesses,” we are referring to the results of
operations of acquired businesses prior to the first anniversary of their acquisition.
Overview
General
Regal Beloit Corporation (“we,” “us,” “our” or the “Company”) is a global manufacturer of electric motors and controls,
electric generators and controls, variable speed drives and controllers, and mechanical motion control products. The Company,
including its subsidiaries, employs approximately 22,900 people in its manufacturing, sales, and service facilities and corporate
offices throughout the United States, Canada, Mexico, Europe and Asia. In 2013, we reported annual global sales of $3.1
billion compared to $3.2 billion in 2012.
We have two reporting segments, Electrical and Mechanical. Our electrical products primarily include HVAC motors, AC and
DC commercial and industrial electric motors, electric generators and controls, high-performance drives and controls, and
capacitors. Our mechanical products primarily include gears and gearboxes, marine transmissions, manual valve actuators, and
electrical connectivity devices.
Components of Profit and Loss
Net Sales. We sell our electrical and mechanical products to a variety of manufacturers, distributors and end users. Our
customers consist of a large cross-section of businesses, ranging from Fortune 100 companies to small businesses. A number
of our products are sold to original equipment manufacturers (“OEMs”) who incorporate our products, such as electric motors,
into products they manufacture, and many of our products are built to the requirements of our customers. The majority of our
sales derive from direct sales, but a significant portion derives from sales made by manufacturer’s representatives, who are paid
exclusively on commission. Our product sales are made via purchase order, long-term contract, and, in some instances, one-
time purchases. Many of our products have broad customer bases, with the levels of concentration of revenues varying from
division to division.
Our level of net sales for any given period is dependent upon a number of factors, including: (i) the demand for our products;
(ii) the strength of the economy generally and the end markets in which we compete; (iii) our customers’ perceptions of our
product quality at any given time; (iv) our ability to timely meet customer demands; (v) the selling price of our products; and
(vi) the weather. As a result, our total revenue has tended to experience quarterly variations and our total revenue for any
particular quarter may not be indicative of future results.
Gross Profit. Our gross profit is impacted by our levels of net sales and cost of sales. Our cost of sales consists of costs for,
among other things: (i) raw materials, including copper, steel and aluminum; (ii) components such as castings, bars, tools,
bearings and electronics; (iii) wages and related personnel expenses for fabrication, assembly and logistics personnel; (iv)
manufacturing facilities, including depreciation on our manufacturing facilities and equipment, taxes, insurance and utilities;
and (v) shipping and handling. The majority of our cost of sales consists of raw materials. The price we pay for commodities
and components can be subject to commodity price fluctuations. We attempt to mitigate this through fixed-price agreements
with suppliers and our hedging strategies. We are currently reducing the number of our suppliers we use in order to leverage
the better prices and terms that can be obtained with higher volume orders. A large amount of our suppliers are in North
America. As we expand production and our geographic footprint, we expect it may be advantageous to increase our use of
foreign suppliers. When we experience commodity price increases, we have tended to announce price increases to our
customers who purchase via purchase order, with such increases generally taking effect a period of time after the public
announcements. For those sales we make under long-term contracts, we tend to include material price formulas that specify
quarterly price adjustments based on a variety of factors, including commodity prices.
Outside of general economic cyclicality, our different business units experience different levels of variation in gross margin
from quarter to quarter based on factors specific to each division. For example, a portion of our residential HVAC business
manufactures products used in air conditioning applications. As a result, our sales for that business tend to be lower in the first
and fourth quarters and higher in the second and third quarters. In contrast, our C&I group has a broad customer base and a
variety of applications, thereby mitigating large quarter-to-quarter fluctuations outside of general economic conditions.
Operating Expenses. Our operating expenses consist primarily of: (i) general and administrative expenses; (ii) sales and
marketing expenses; and (iii) general engineering and research and development expenses. Personnel related costs are our
largest operating expense.
22
Our general and administrative expenses consist primarily of costs for: (i) salaries, benefits and other personnel expenses
related to our executive, finance, human resource, information technology, legal and operations functions; (ii) occupancy
expenses; (iii) technology related costs and (iv) depreciation and amortization; and (v) corporate-related travel. The majority of
our general and administrative costs are for salaries and related personnel expenses. These costs can vary by division given the
location of our different manufacturing operations.
Our sales and marketing expenses consist primarily of costs for: (i) salaries, benefits and other personnel expenses related to
our sales and marketing function; (ii) internal and external sales commissions and bonuses; (iii) travel, lodging and other out-
of-pocket expenses associated with our selling efforts; and (iv) other related overhead. However, as we continue to introduce
new products in the future, we are considering devoting additional resources to marketing programs for the purpose of
publicizing these products.
Our general engineering and research and development expenses consist primarily of costs for: (i) salaries, benefits and other
personnel expenses; (ii) the design and development of new energy efficiency products and enhancements; (iii) quality
assurance and testing; and (iv) other related overhead. Our research and development efforts tend to be targeted toward
developing new products that would allow us to gain additional market share, whether in new or existing applications. While
these costs make up an insignificant portion of our operating expenses in the Mechanical segment, they are more substantial in
our Electrical segment. In particular, a large driver of our research and development efforts in the Electrical segment is energy
efficiency, which generally means using less power to produce more mechanical power.
For fiscal 2013, our total operating expenses also included an $81.0 million charge related to goodwill and intangible asset
impairments and other related items.
Outlook
As the U.S. housing market recovers, there is improving demand for residential HVAC products. However, we continue to see
increasing competition primarily on the basis of price and we continue to see residential consumer preferences for standard
products as opposed to energy-efficient products. In addition, customers periodically change suppliers to achieve cost savings,
technology advantages, supplier diversity or for other reasons and the market shares of our customers may change due to
product differentiation, pricing, service, quality or consumer preferences. All of these factors impact our sales of residential and
commercial HVAC products. As we previously disclosed, we anticipate these factors will combine to negatively impact our
residential HVAC revenue by up to $20 million over the next two quarters. However, revenue gains from other customers, new
product sales or mix changes may offset some or all of the anticipated declines. For the first quarter, we also anticipate year
over year growth in our C&I, China and global power generation businesses and continued weakness in our India and Australia
businesses.
We expect our gross margins to be challenged over the next two quarters by a variety of circumstances including (i) a gap
between our product pricing and commodity input costs; (ii) operational inefficiencies associated with various previously
announced plant relocations; and (iii) revenue contribution from recent acquisitions without corresponding margin due to
required purchase accounting adjustments.
Results of Operations
Net Sales
Net Sales
Sales growth rate
Net Sales by Segment:
Electrical segment
Sales growth rate
Mechanical segment
Sales growth rate
Fiscal
2013
$
3,095.7
Fiscal
2012
(Dollars in Millions)
$
3,166.9
$
(2.2)%
12.8%
Fiscal
2011
2,808.3
25.5%
$
$
2,836.7
(1.2)%
259.0
(12.7)%
$
$
2,870.2
$
2,533.3
13.3%
296.7
$
7.9%
26.5%
275.0
16.5%
Fiscal 2013 Compared to Fiscal 2012
Net sales for fiscal 2013 were $3.1 billion, a 2.2% decrease compared to fiscal 2012 net sales of $3.2 billion. Net sales for
fiscal 2013 included $30.7 million of incremental net sales related to the recently acquired businesses (see Note 4 of Notes to
the Consolidated Financial Statements). Excluding the acquired businesses, net sales for fiscal 2013 decreased 3.2% and
reflected (i) a decrease of approximately 0.7% primarily related to contractually required price adjustments resulting from
decreased commodity input costs, (ii) a decrease of approximately 1.6% related to volume and mix changes, and (iii) a
decrease of approximately 0.9% from foreign currency translation.
23
In the Electrical segment, net sales for fiscal 2013 were $2.8 billion, a 1.2% decrease compared to fiscal 2012 net sales of $2.9
billion. Fiscal 2013 net sales for the Electrical segment included $27.3 million of incremental net sales related to the recently
acquired businesses. Excluding the acquired businesses, fiscal 2013 Electrical segment net sales declined 2.1% driven
primarily by (i) previously disclosed lower sales volumes to certain OEM customers in our North American HVAC business,
(ii) weaker demand in our North American C&I market and (iii) weaker demand in Australia, India and Europe.
In the Mechanical segment, net sales for fiscal 2013 were $259.0 million, a 12.7% decrease compared to fiscal 2012 net sales of
$296.7 million. Fiscal 2013 Mechanical segment net sales included $3.4 million from the recently acquired business.
Excluding the acquired business, fiscal 2013 Mechanical segment net sales in North America decreased by 8.9% driven by
weakness in the hydraulic fracturing equipment segment of the oil and gas industry.
Net sales of high efficiency products in fiscal 2013 represented 20.6% of total net sales in fiscal 2013 compared to 20.3% of
total net sales in fiscal 2012.
In fiscal 2013, sales outside of the United States decreased 1.8% compared to fiscal 2012 and represented 34.1% of total net
sales for fiscal 2013 compared to 32.8% of total net sales for fiscal 2012. For fiscal 2013, foreign currency exchange rates
negatively impacted international sales by 2.7%.
Fiscal 2012 Compared to Fiscal 2011
Net sales for fiscal 2012 were $3.2 billion, a 12.8% increase over fiscal 2011 net sales of $2.8 billion. Net sales for fiscal 2012
included $579.7 million of incremental net sales related to the recently acquired businesses. (See also Note 4 of Notes to the
Consolidated Financial Statements.) In addition to incremental net sales from acquisitions, net sales for fiscal 2012 reflected (i)
price increases of approximately 0.6% to offset increased material costs, (ii) an approximately 7.9% decrease related to volume
and mix changes, and (iii) a decrease from foreign currency translation of approximately 1.2%.
In the Electrical segment, net sales for fiscal 2012 were $2.9 billion, a 13.3% increase over fiscal 2011 net sales of $2.5
billion. Fiscal 2012 net sales for the Electrical segment included $537.2 million of incremental net sales related to the recently
acquired businesses. Excluding the acquired businesses, fiscal 2012 Electrical segment net sales declined 7.9% driven
primarily by softer HVAC demand in the first half of 2012 and slowing commercial and industrial demand in the second half of
2012.
In the Mechanical segment, net sales for fiscal 2012 were $296.7 million, a 7.9% increase over fiscal 2011 net sales of $275.0
million. Fiscal 2012 Mechanical segment net sales included $42.5 million from the acquired business.
Net sales of high efficiency products increased 22.1% in fiscal 2012 compared to fiscal 2011 and represented 20.3% of total net
sales in fiscal 2012 compared to 16.1% of total net sales in fiscal 2011.
In fiscal 2012, sales outside of the United States increased 3.0% compared to fiscal 2011 and represented 32.8% of total net
sales for fiscal 2012 compared to 36.0% of total net sales for fiscal 2011.
Gross Profit
Gross Profit
Gross profit percentage
Gross Profit by Segment:
Electrical segment
Gross profit percentage
Mechanical segment
Gross profit percentage
Fiscal
2013
Fiscal
2012
(Dollars in Millions)
Fiscal
2011
783.2
25.3%
714.4
25.2%
68.8
26.6%
$
$
$
771.0
24.3%
691.7
24.1%
79.3
26.7%
$
$
$
666.0
23.7%
590.9
23.3%
75.1
27.3%
$
$
$
Fiscal 2013 Compared to Fiscal 2012
The gross profit margin for fiscal 2013 was 25.3% compared to 24.3% for fiscal 2012.
The gross profit margin for the Electrical segment was 25.2% for fiscal 2013 compared to 24.1% for fiscal 2012. For fiscal
2013, the Electrical segment gross profit included (i) $5.4 million of restructuring charges, (ii) a $3.6 million charge due to the
Venezuelan currency devaluation, (iii) $0.8 of purchase accounting adjustments and (iv) a LIFO benefit of $2.3 million. Fiscal
2012 Electrical segment gross profit included $6.9 million of restructuring charges.
24
The gross profit margin for the Mechanical segment was 26.6% for fiscal 2013 compared to 26.7% for fiscal 2012. Fiscal 2013
Mechanical segment gross profit included $0.5 million LIFO expense. For the Mechanical segment, fiscal 2012 included $0.7
million of purchase accounting adjustments from the acquired business.
Fiscal 2012 Compared to Fiscal 2011
The gross profit margin for fiscal 2012 was 24.3% compared to 23.7% for fiscal 2011.
The gross profit margin for the Electrical segment was 24.1% for fiscal 2012 compared to 23.3% for fiscal 2011. For fiscal
2012, the Electrical segment gross profit included $6.9 million of restructuring charges. Fiscal 2011 Electrical segment gross
profit included $25.8 million of inventory purchase accounting adjustments and $12.6 million incremental warranty expense
resulting from a production flaw in 2011.
The gross profit margin for the Mechanical segment was 26.7% for fiscal 2012 compared to 27.3% for fiscal 2011. For the
Mechanical segment, fiscal 2012 included $0.7 million of purchase accounting adjustments from the acquired business.
Operating Expenses
Operating Expenses
As a percentage of net sales
Operating Expenses by Segment:
Electrical segment
As a percentage of net sales
Mechanical segment
As a percentage of net sales
Fiscal 2013 Compared to Fiscal 2012
Fiscal
2013
Fiscal
2012
(Dollars in Millions)
Fiscal
2011
494.2
16.0%
456.9
16.1%
37.3
14.4%
$
$
$
458.2
14.5%
418.0
14.6%
40.2
13.5%
$
$
$
410.3
14.6%
368.4
14.5%
41.9
15.2%
$
$
$
Operating expenses were $494.2 million, or 16.0% of net sales, for fiscal 2013 compared to $458.2 million, or 14.5% of net
sales, for fiscal 2012. Operating expenses for the Electrical segment were $456.9 million, or 16.1% of Electrical segment net
sales, for fiscal 2013 compared to $418.0 million, or 14.6% of Electrical segment net sales, for fiscal 2012. Operating expenses
for the Mechanical segment were $37.3 million, or 14.4% of Mechanical segment net sales, for fiscal 2013 compared to $40.2
million, or 13.5% of Mechanical segment net sales, for fiscal 2012.
Fiscal 2013 Electrical segment operating expenses included (i) $3.9 million of transaction related costs, (ii) $1.8 million
incremental expenses from the acquired businesses (iii) $0.8 of restructuring costs, (iv) higher compensation and benefit costs,
and (v) higher IT expenses. Fiscal 2012 Electrical segment operating expenses included $2.7 million of restructuring expenses
and $1.3 million gain from the sale of surplus real estate.
Fiscal 2013 Mechanical segment operating expenses included $0.3 million incremental operating expenses from the acquired
business. Fiscal 2012 Mechanical segment operating expenses included a $1.3 million gain from the sale of surplus real estate.
Fiscal 2012 Compared to Fiscal 2011
Operating expenses were $458.2 million, or 14.5% of net sales, for fiscal 2012 compared to $410.3 million, or 14.6% of net
sales, for fiscal 2011. Operating expenses for the Electrical segment were $418.0 million, or 14.6% of Electrical segment net
sales, for fiscal 2012 compared to $368.4 million, or 14.5% of Electrical segment net sales, for fiscal 2011. Operating expenses
for the Mechanical segment were $40.2 million, or 13.5% of Mechanical segment net sales, for fiscal 2012 compared to $41.9
million, or 15.2% of Mechanical segment net sales, for fiscal 2011.
25
Asset Impairments and Other, Net
In 2013, a non-cash impairment charge was recorded as detailed below (in millions):
Goodwill Impairment
Impairment of Technology Intangible Assets
Impairment of Customer Relationships Intangible Assets
Less: Gain from Adjustment to the Fair Value of
Contingent Consideration Liability
Asset Impairments and Other, Net
$
$
Electrical Group Mechanical Group
$
$
64.2
16.2
0.8
12.1
—
—
12.3
68.9
$
—
12.1
$
Total
76.3
16.2
0.8
12.3
81.0
The impairment was recorded in the fourth quarter of 2013. (See also Note 5 of Notes to the Consolidated Financial
Statements.)
Fiscal 2013 total Operating Expenses, consisting of Operating Expenses and Asset Impairments and Other, Net were $575.2
million. There were no impairment charges recorded in fiscal 2012 or fiscal 2011.
Income from Operations
Income from Operations
As a percentage of net sales
Income from Operations by Segment
Electrical segment
As a percentage of net sales
Mechanical segment
As a percentage of net sales
Fiscal 2013 Compared to Fiscal 2012
Fiscal
2013
Fiscal
2012
(Dollars in Millions)
Fiscal
2011
208.0
6.7%
188.6
6.6%
19.4
7.5%
$
$
$
312.8
9.9%
273.7
9.5%
39.1
13.2%
$
$
$
255.7
9.1%
222.6
8.8%
33.1
12.1%
$
$
$
Income from operations was $208.0 million, or 6.7% of net sales, for fiscal 2013 compared to $312.8 million, or 9.9% of net
sales, for fiscal 2012. Fiscal 2013 income from operations included $81.0 million expense for goodwill and intangible asset
impairments and other items of which $68.9 million is attributable to the Electrical segment and $12.1 million is attributable to
the Mechanical segment. Income from operations for the Electrical segment was $188.6 million, or 6.6% of Electrical segment
net sales, for fiscal 2013 compared to $273.7 million, or 9.5% of Electrical segment net sales, for fiscal 2012. Income from
operations for the Mechanical segment was $19.4 million, or 7.5% of Mechanical segment net sales, for fiscal 2013 compared
to $39.1 million, or 13.2% of Mechanical segment net sales, for fiscal 2012.
The decrease in income from operations as a percentage of net sales for fiscal 2013 was primarily due to the Asset Impairments
and Other, Net item and other items discussed above under “Gross Profit” and “Operating Expenses.”
Fiscal 2012 Compared to Fiscal 2011
Income from operations was $312.8 million, or 9.9% of net sales, for fiscal 2012 compared to $255.7 million, or 9.1% of net
sales, for fiscal 2011. Income from operations for the Electrical segment was $273.7 million, or 9.5% of Electrical segment net
sales, for fiscal 2012 compared to $222.6 million, or 8.8% of Electrical segment net sales, for fiscal 2011. Income from
operations for the Mechanical segment was $39.1 million, or 13.2% of Mechanical segment net sales, for fiscal 2012 compared
to $33.1 million, or 12.1% of Mechanical segment net sales, for fiscal 2011.
The increase in income from operations as a percentage of net sales for fiscal 2012 was primarily due to the items discussed
above under “Gross Profit” and “Operating Expenses.”
26
Interest Expense, Net
Interest Expense, Net
Weighted average interest rate
Fiscal 2013 Compared to Fiscal 2012
Fiscal
2013
Fiscal
2012
(Dollars in Millions)
Fiscal
2011
$
37.5
5.1%
$
$
42.9
4.9%
29.4
4.5%
Net interest expense for fiscal 2013 was $37.5 million compared to $42.9 million for fiscal 2012. Fiscal 2013 interest expense
was $5.4 million lower than 2012 as a result of higher interest income on larger cash balances and lower average borrowings in
2013.
Fiscal 2012 Compared to Fiscal 2011
Net interest expense for fiscal 2012 was $42.9 million compared to $29.4 million for fiscal 2011. Fiscal 2012 interest expense
was $13.5 million greater than 2011 as a result of the full year effect of the additional borrowings to fund the 2011 EPC
acquisition (see also Note 4 of Notes to the Consolidated Financial Statements).
Provision for Income Taxes
Income Taxes
Effective Tax Rate
Fiscal 2013 Compared to Fiscal 2012
Fiscal
2013
$
44.5
26.1%
Fiscal
2012
(Dollars in Millions)
$
$
69.6
25.8%
Fiscal
2011
68.3
30.2%
For fiscal 2013 the effective tax rate was 26.1% compared to 25.8% for fiscal 2012. The lower effective tax rate, as compared
to the 35.0% statutory Federal income tax rate, primarily resulted from the global mix of earnings, research and development
credits, the beneficial adjustment to the Mexican deferred tax assets due to the 2014 Mexican tax rate change and the non-
deductible impact of the goodwill impairment (see also Note 10 of Notes to the Consolidated Financial Statements).
Fiscal 2012 Compared to Fiscal 2011
For fiscal 2012 the effective tax rate was 25.8%. The lower effective tax rate, as compared to the 35.0% statutory Federal
income tax rate, primarily resulted from the completion of the tax integration of the EPC acquisition (see also Note 10 of Notes
to the Consolidated Financial Statements).
Net Income Attributable to Regal Beloit Corporation and Earnings Per
Share
Fiscal
2013
Fiscal
2012
Fiscal
2011
Net Income Attributable to Regal Beloit Corporation (in millions)
Fully Diluted Earnings Per Share
Average Number of Diluted Shares (in millions)
$
$
120.0
2.64
45.4
$
$
$
$
195.6
4.64
42.1
152.3
3.79
40.1
Fiscal 2013 Compared to Fiscal 2012
Net Income Attributable to Regal Beloit Corporation for fiscal 2013 was $120.0 million, a decrease of 38.7% compared to
$195.6 million for fiscal 2012. The decrease was primarily due to the Asset Impairment and Other, Net item of $81.0 million
(net $74.7 million, after tax). Fully diluted earnings per share were $2.64 for fiscal 2013 compared to $4.64 for fiscal 2012.
The average number of diluted shares was 45.4 million during fiscal 2013 compared to 42.1 million during fiscal 2012.
27
Fiscal 2012 Compared to Fiscal 2011
Net Income Attributable to Regal Beloit Corporation for fiscal 2012 was $195.6 million, an increase of 28.4% compared to
$152.3 million for fiscal 2011. Fully diluted earnings per share were $4.64 for fiscal 2012 compared to $3.79 for fiscal 2011.
The average number of diluted shares was 42.1 million during fiscal 2012 compared to 40.1 million during fiscal 2011.
Liquidity and Capital Resources
General
Our principal source of liquidity is cash flow provided by operating activities (“operating cash flow”). In addition to operating
income, other significant factors affecting our operating cash flow include working capital levels, capital expenditures,
dividends, acquisitions, availability of debt financing, and the ability to attract long-term capital at acceptable terms.
Cash flow provided by operating activities (“operating cash flow”) was $305.0 million for fiscal 2013, a $46.7 million decrease
from fiscal 2012. The decrease is primarily the result of the higher investment in net working capital in 2013 as compared to
2012.
Operating cash flow was $351.7 million for fiscal 2012, an $86.4 million increase from fiscal 2011. The increase resulted from
higher sales volume in fiscal 2012 driven by the full year effect of the 2011 EPC acquisition on 2012 fiscal operating results.
Net income was $42.3 million higher for fiscal 2012 compared to fiscal 2011. In addition, depreciation and amortization were
$27.8 million higher in fiscal 2012 as compared to fiscal 2011.
Cash flow used in investing activities was $125.4 million for fiscal 2013, compared to $197.6 million used in fiscal 2012. The
$72.2 million decrease was primarily due to fewer acquisitions. Business acquisitions were $38.4 million in fiscal 2013
compared to $110.4 million in fiscal 2012. Capital expenditures were $82.7 million in fiscal 2013 compared to $91.0 million in
fiscal 2012.
Cash flow used in investing activities was $197.6 million for fiscal 2012, compared to $752.1 million used in fiscal 2011. The
$554.5 million decrease was primarily due to the prior year acquisition of EPC. Business acquisitions were $110.4 million in
fiscal 2012, driven by the acquisition of Milwaukee Gear Company, compared to $765.9 million in fiscal 2011 which included
the EPC acquisition. Capital expenditures were $91.0 million in fiscal 2012 compared to $57.6 million in fiscal 2011 driven by
the construction and relocation of several of our China facilities.
Our commitments for property, plant and equipment as of December 28, 2013 were approximately $18.8 million. In fiscal
2014, we anticipate capital spending to be $80.0 to $85.0 million. We believe that our present manufacturing facilities will be
sufficient to provide adequate capacity for our operations in 2014. We anticipate funding 2014 capital spending with operating
cash flows.
Cash flow used in financing activities was $90.9 million for fiscal 2013, compared to cash flow provided of $77.1 million for
fiscal 2012. Fiscal 2013 financing cash flows was driven by repayments of debt of $55.9 million. Fiscal 2012 financing cash
flow was driven by $202.9 million of proceeds from the sale of common stock and repayments of long-term debt of $90.3
million. We paid $35.1 million in dividends to shareholders in 2013.
Cash flow provided from financing activities was $77.1 million for fiscal 2012, compared to cash flow provided of $455.7
million for fiscal 2011. The 2012 financing cash flows was driven by $202.9 million of proceeds from the sale of common
stock and repayments of long-term debt of $90.3 million. The fiscal 2011 cash flow was driven by $500.0 million in long-term
borrowings used to finance a portion of the 2011 EPC acquisition. We paid $30.8 million in dividends to shareholders in 2012.
Our working capital was $1.0 billion at December 28, 2013 and at December 29, 2012. At December 28, 2013, our current
ratio (which is the ratio of our current assets to current liabilities) was 2.5:1 compared to 2.9:1 at December 29, 2012. Our
current ratio decreased partially due to the transfer of $150.0 million of debt from long-term to current in 2013.
The following table presents selected financial information and statistics as of December 28, 2013 and December 29, 2012 (in
millions):
Cash and Cash Equivalents
Trade Receivables, Net
Inventories, Net
Working Capital
Current Ratio
December 28,
2013
December 29,
2012
$
$
466.0
463.8
618.7
1,025.0
2.5:1
375.3
446.0
557.0
1,006.0
2.9:1
At December 28, 2013, our Cash and Cash Equivalents totaled $466.0 million. At December 28, 2013, $261.8 million of our
cash is held by foreign subsidiaries and could be used in our domestic operations if necessary, but would be subject to
28
repatriation taxes. There are no current trends, demands or uncertainties that we believe are reasonably likely to require
repatriation or to have a material impact on our ability to fund U.S. operations.
At December 28, 2013, we had $750.0 million of senior notes (the “Notes”) outstanding. The Notes consist of (i) $500.0
million in senior notes issued in 2011 (the “2011 Notes”) in a private placement, which were issued in seven tranches with
maturities from seven to twelve years and carry fixed interest rates, and (ii) $250.0 million in senior notes (the “2007 Notes”)
issued in two tranches with floating interest rates based on a margin over the London Inter-Bank Offered Rate (“LIBOR”). In
August 2014 $150.0 million of the 2007 Notes will mature. We anticipate repaying these Notes at maturity with a combination
with existing cash and borrowings under our revolving credit facility.
Details on the Notes at December 28, 2013 were (in millions):
Floating Rate Series 2007A
Floating Rate Series 2007A
Fixed Rate Series 2011A
Fixed Rate Series 2011A
Fixed Rate Series 2011A
Principal
150.0
100.0
100.0
230.0
170.0
750.0
$
$
Interest Rate
Floating (1)
Floating (1)
4.1%
4.8 to 5.0%
4.9 to 5.1%
Maturity
August 2014
August 2017
July 2018
July 2021
July 2023
(1) Interest rates vary as LIBOR varies. At December 28, 2013, the interest rate was between 0.8% and 0.9%.
We have interest rate swap agreements to manage fluctuations in cash flows resulting from interest rate risk (see also Note 13
of Notes to the Consolidated Financial Statements).
In 2008, we entered into a Term Loan Agreement (“Term Loan”) with certain financial institutions, whereby we borrowed an
aggregate principal amount of $165.0 million. Prior to 2013, we repaid $110.0 million of the Term Loan. The final $55.0
million payment was made in June 2013 when the loan matured.
We also have a $500.0 million revolving credit facility (the "Facility") that matures in 2016. The Facility permits borrowing at
interest rates based upon a margin above LIBOR. The margin varies with the ratio of total funded debt to EBITDA as defined
in the Facility. These interest rates also vary as LIBOR varies. At December 28, 2013 and December 29, 2012, there was no
borrowing outstanding on the Facility. The average balance in direct borrowings under the Facility was $0.6 million and $30.6
million in 2013 and 2012, respectively. The average interest rate paid under the Facility was 1.4% in 2013 and 1.6% in 2012.
At December 28, 2013, we had approximately $23.6 million in standby letters of credit issued under the Facility and $476.4
million in available borrowings under the Facility.
At December 28, 2013, additional notes payable of approximately $17.4 million were outstanding with a weighted average
interest rate of 2.7%. At December 29, 2012, additional notes payable of approximately $13.5 million were outstanding with a
weighted average interest rate of 2.4%.
Based on rates for instruments with comparable maturities and credit quality, which are classified as Level 2 inputs (see also
Note 14 of Notes to the Consolidated Financial Statements), the approximate fair value of our total debt was $779.6 million and
$859.6 million as of December 28, 2013 and December 29, 2012, respectively.
The Notes and the Facility require us to meet specified financial ratios and to satisfy certain financial condition tests. We were
in compliance with all financial covenants as of December 28, 2013. We believe that we will continue to be in compliance with
these covenants for the foreseeable future.
The primary financial covenants on our Notes and the Facility include ratios of debt to EBITDA (as defined in each agreement)
and minimum interest coverage ratios of EBITDA to interest expense. The debt to EBITDA covenant ratio requires us to be
less than 3.75:1. The minimum interest coverage ratio requires us to be greater than 3.0:1for the Facility and greater than 2.5:1
for the Notes.
We are exposed to interest rate risk on certain short-term and long-term debt obligations used to finance our operations and
acquisitions. At December 28, 2013, excluding the related interest rate swaps, we had $506.6 million of fixed rate debt and
$260.8 million of variable rate debt. The variable rate debt is primarily under our 2007 Notes and Term Loan with interest rates
based on a margin above LIBOR. As a result, interest rate changes impact future earnings and cash flow assuming other factors
are constant. A hypothetical 10% change in our weighted average borrowing rate on outstanding variable rate debt at
December 28, 2013, would result in an immaterial change in after-tax annualized earnings.
Predominately all of our expenses are paid in cash, often with payment term provisions that include early payment discounts
and time elements. We believe that our ability to generate positive cash flow coupled with our available revolving credit
balance will be sufficient to fund our operations for the foreseeable future. We focus on optimizing our investment in working
29
capital through improved and enforced payment terms and operational efficiencies. Additionally, we believe that our capital
expenditures for maintenance of equipment and facilities will be consistent with prior levels and not present a funding
challenge.
We will, from time to time, maintain excess cash balances which may be used to (i) fund operations, (ii) repay outstanding
debt, (iii) fund acquisitions, (iv) pay dividends, (v) make investments in new product development programs, (vi) repurchase
our common stock, or (vii) fund other corporate objectives.
Our projections are based on all information known to us, which may change based on global economic events, our financial
performance, actions by our customers and competitors and other factors discussed in “Risk Factors.”
Litigation
One of our subsidiaries that we acquired in 2007 is subject to numerous claims filed in various jurisdictions relating to certain
sub-fractional motors that were primarily manufactured through 2004 and that were included as components of residential and
commercial ventilation units marketed by a third party. These claims generally allege that the ventilation units were the cause
of fires. Based on the current facts, we do not believe these claims, individually or in the aggregate, will have a material
adverse effect on our results of operations or financial condition. However, we cannot predict the outcome of these claims, the
nature or extent of remedial actions, if any, we may need to undertake with respect to motors that remain in the field, or the
costs we many incur, some of which could be significant.
We are, from time to time, party to other litigation that arises in the normal course of our business operations, including product
warranty and liability claims, contract disputes and environmental, asbestos, employment and other litigation matters. Our
products are used in a variety of industrial, commercial and residential applications that subject us to claims that the use of our
products is alleged to have resulted in injury or other damage. We accrue for anticipated costs in defending against such
lawsuits in amounts that we believe are adequate, and we do not believe that the outcome of any such lawsuit will have a
material effect on our results of operations or financial position.
Off-Balance Sheet Arrangements, Contractual Obligations and Commercial Commitments
The following is a summary of our contractual obligations and payments due by period as of December 28, 2013 (in millions):
Payments Due by Period
(1)
Debt Including
Estimated Interest
Payments (2)
Operating
Leases
Pension
Obligations
Purchase and
Other Obligations
Total Contractual
Obligations
Less than one
year
1 - 3 years
3 - 5 years
More than 5 years
Total
$
$
184.2
53.2
247.7
472.2
957.3
$
$
28.2 $
30.8
14.5
10.5
84.0 $
7.9 $
4.4
4.5
11.7
28.5 $
150.4
—
—
—
150.4
$
$
370.7
88.4
266.7
494.4
1,220.2
(1) The timing and future spot prices affect the settlement values of our hedge obligations related to commodities, currency and interest rate
swap agreements. Accordingly, these obligations are not included above in the table of contractual obligations. The timing of settlement of
our tax contingent liabilities cannot be reasonably determined and they are not included above in the table of contractual obligations. Future
pension obligation payments after 2013 are subject to revaluation based on changes in the benefit population and/or changes in the value of
pension assets based on market conditions that are not determinable as of December 28, 2013.
(2) Variable rate debt based on December 28, 2013 rates.
We utilize blanket purchase orders (“blankets”) to communicate expected annual requirements to many of our suppliers.
Requirements under blankets generally do not become “firm” until a varying number of weeks before our scheduled
production. The purchase obligations shown in the above table represent the value we consider “firm.”
At December 28, 2013, we had outstanding standby letters of credit totaling approximately $23.6 million. We had no other
material commercial commitments.
We did not have any material variable interest entities as of December 28, 2013 and December 29, 2012. Other than disclosed
in the table above and the previous paragraph, we had no other material off-balance sheet arrangements.
30
Critical Accounting Policies
The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the
United States requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date
of the consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ
from those estimates. We believe the following critical accounting policies could have the most significant effect on our
reported results.
Goodwill
We evaluate the carrying amount of goodwill annually or more frequently if events or circumstances indicate that an asset
might be impaired. When applying the accounting guidance, we use estimates to determine when it might be necessary to take
an impairment charge. Factors that could trigger an impairment review include significant underperformance relative to
historical or forecasted operating results, a significant decrease in the market value of an asset or significant negative industry
or economic trends. We perform our required annual goodwill impairment test as of the end of the October fiscal month.
We use a weighting of the market approach and the income approach (discounted cash flow method) in testing goodwill for
impairment. In the market approach, we apply performance multiples from comparable public companies, adjusted for relative
risk, profitability, and growth considerations, to our reporting units to estimate fair value. The key assumptions used in the
discounted cash flow method used to estimate fair value include discount rates, growth rates, cash flow projections and terminal
value rates. Discount rates, growth rates and cash flow projections are the most sensitive and susceptible to change as they
require significant management judgment. Discount rates are determined by using a weighted average cost of capital
(“WACC”). The WACC considers market and industry data as well as company-specific risk factors for each reporting unit in
determining the appropriate discount rate to be used. The discount rate utilized for each reporting unit is indicative of the
return an investor would expect to receive for investing in such a business. Terminal value rate determination follows common
methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a
constant WACC and long-term growth rates.
The calculated fair values for our 2013 impairment testing exceeded the carrying values of the reporting units for a majority of
the Company's reporting units. Our three highest reporting units comprise approximately 72% of consolidated goodwill and had
a combined estimated fair value 40% higher than carrying value. There were certain reporting units (representing 8.7% of
goodwill before impairment) where the calculated fair values were less than the carrying values. The Electrical segment
impacted units experienced declines in sales and profitability that were more pronounced in the latter part of fiscal 2013,
combined with reduced expected cash flow from weak economic conditions in regions such as Australia, India and Europe.
Another reporting unit had reduced future cash flows from a slower than expected adoption of switched reluctance motor
technology. In the Mechanical segment, a reporting unit's expected cash flows were reduced by weak sales for the hydraulic
fracturing market within the oil and gas industry. The total goodwill impairment charge related to these reporting units was
$76.3 million. Three of the affected reporting units representing a majority of the goodwill impairment charge were disclosed in
our 2012 Form 10-K as reporting units with an estimated fair value less than 10% over carrying value. All other reporting units
had an estimated fair value that was at least 15% greater than carrying value.
We aggregate our business units by segment for reporting purposes and the majority of our goodwill is within our Electrical
segment (see also Note 5 of Notes to the Consolidated Financial Statements).
Intangible Assets
We evaluate the recoverability of the carrying amount of intangible assets whenever events or changes in circumstance indicate
that the carrying amount of an asset may not be fully recoverable through future cash flows. When applying the accounting
guidance we use estimates to determine when an impairment is necessary. Factors that could trigger an impairment review
include a significant decrease in the market value of an asset or significant negative or economic trends (see also Note 5 of
Notes to the Consolidated Financial Statements). For definite-lived intangible assets, the Company uses an estimate of the
related undiscounted cash flows over the remaining life of the primary asset to estimate recoverability.
During 2013, indicators related to the future expected cash flows of certain reporting units triggered a detailed undiscounted
cash flow test. As a result, in-process research and development technology intangible assets totaling $16.2 million, related to
switched reluctance technology, and $0.8 million of customer intangible assets related to our European motor distribution
business were impaired.
We do not have any indefinite lived intangible assets.
31
Derivatives
We periodically enter into commodity hedging transactions to reduce the impact of changing prices for certain commodities
such as copper and aluminum based upon forecasted purchases of such commodities. We also use a cash flow hedging strategy
to protect against an increase in the cost of forecasted foreign currency denominated transactions. Finally, we also have certain
LIBOR-based floating rate borrowings that expose us to variability in interest rates that have been hedged by entering into a
pay fixed/receive LIBOR-based interest rate swap agreement.
The fair value of derivatives is recorded on the consolidated balance sheet and the value is determined based on Level 2 inputs
(see also Note 4 of Notes to the Consolidated Financial Statements).
Retirement Plans
Most of our domestic employees are participants in defined benefit pension plans and/or defined contribution plans. The
defined benefit pension plans covering a majority of our domestic employees have been closed to new employees and frozen
for existing employees. Most of our foreign employees are covered by government sponsored plans in the countries in which
they are employed. Our obligations under our defined benefit pension plans are determined with the assistance of actuarial
firms. The actuaries make certain assumptions regarding such factors as withdrawal rates and mortality rates. The actuaries
also provide information and recommendations from which management makes further assumptions on such factors as the
long-term expected rate of return on plan assets, the discount rate on benefit obligations and where applicable, the rate of
annual compensation increases.
Based upon the assumptions made, the investments made by the plans, overall conditions and movement in financial markets,
particularly the stock market and how actual withdrawal rates, life-spans of benefit recipients and other factors differ from
assumptions, annual expenses and recorded assets or liabilities of these defined benefit pension plans may change significantly
from year to year.
Income Taxes
Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s
best assessment of estimated current and future taxes to be paid. We are subject to income taxes in both the United States and
numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax
expense.
Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and our effective tax rate in the future. In
December 2013, Mexico made significant changes to its tax laws effective January 2014 including an increase in the Mexican
tax rate to 30%. Because the deferred taxes related to Mexico will be recognized at a time with a higher tax rate, additional
deferred tax assets have been recorded in 2013 which has favorably affected the effective tax rate by 2.6%.
We consider the earnings of certain non-U.S. subsidiaries to be indefinitely invested outside the United States on the basis of
estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for
reinvestment of those subsidiary earnings. We have not recorded a deferred tax liability of approximately $107.3 million
related to the U.S. federal and state income taxes and foreign withholding taxes on approximately $484.1 million of
undistributed earnings of foreign subsidiaries indefinitely invested outside the United States. Should we decide to repatriate the
foreign earnings, we would need to adjust our income tax provision in the period we determined that the earnings will no longer
be indefinitely invested outside the United States.
Additional information regarding income taxes is contained in Note 10 of Notes to the Consolidated Financial Statements.
Further discussion of our accounting policies is contained in Note 3 of Notes to the Consolidated Financial Statements.
ITEM 7A - Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk relating to our operations due to changes in interest rates, foreign currency exchange rates and
commodity prices of purchased raw materials. We manage the exposure to these risks through a combination of normal
operating and financing activities and derivative financial instruments such as interest rate swaps, commodity cash flow hedges
and foreign currency forward exchange contracts. All hedging transactions are authorized and executed pursuant to clearly
defined policies and procedures, which strictly prohibit the use of financial instruments for speculative purposes.
All hedges are recorded on the balance sheet at fair value and are accounted for as cash flow hedges, with changes in fair value
recorded in accumulated other comprehensive income (loss) (“AOCI”) in each accounting period. An ineffective portion of the
hedges change in fair value, if any, is recorded in earnings in the period of change.
Interest Rate Risk
We are exposed to interest rate risk on certain of our short-term and long-term debt obligations used to finance our operations
and acquisitions. At December 28, 2013, excluding the impact of interest rate swaps, we had $506.6 million of fixed rate debt
32
and $260.8 million of variable rate debt. At December 29, 2012, excluding the impact of interest rate swaps, we had $502.2
million of fixed rate debt and $316.3 million of variable rate debt. We utilize interest rate swaps to manage fluctuations in cash
flows resulting from exposure to interest rate risk on forecasted variable rate interest payments.
We have LIBOR-based floating rate borrowings, which expose us to variability in interest payments due to changes in interest
rates. A hypothetical 10% change in our weighted average borrowing rate on outstanding variable rate debt at December 28,
2013, would result in an immaterial change in after-tax annualized earnings. We have entered into pay fixed/receive LIBOR-
based floating interest rate swaps to manage fluctuations in cash flows resulting from interest rate risk. These interest rate
swaps have been designated as cash flow hedges against forecasted LIBOR-based interest payments.
Details regarding the instruments, as of December 28, 2013, are as follows (in millions):
Instrument
Swap
Swap
Notional
Amount
$150.0
100.0
Maturity
August 23, 2014
August 23, 2017
Rate
Paid
5.3%
5.4%
Rate
Received
LIBOR (3 month)
LIBOR (3 month)
Fair Value
(Loss)
$
(5.7)
(16.1)
As of December 28, 2013, the interest rate swap liabilities of $(5.7) million and $(16.1) million were included in Hedging
Obligations (current) and Hedging Obligations (noncurrent), respectively. As of December 29, 2012, the interest rate swap
liability of $(35.4) million was included in Hedging Obligations (noncurrent). The unrealized loss on the effective portion of
the contracts net of tax of $(13.5) million and $(21.9) million as of December 28, 2013 and December 29, 2012, respectively,
was recorded in AOCI.
Foreign Currency Risk
We are also exposed to foreign currency risks that arise from normal business operations. These risks include the translation of
local currency balances of foreign subsidiaries, intercompany loans with foreign subsidiaries and transactions denominated in
foreign currencies. Our objective is to minimize our exposure to these risks through a combination of normal operating
activities and the utilization of foreign currency exchange contracts to manage our exposure on the forecasted transactions
denominated in currencies other than the applicable functional currency. Contracts are executed with creditworthy banks and
are denominated in currencies of major industrial countries. We do not hedge our exposure to the translation of reported results
of foreign subsidiaries from local currency to United States dollars.
As of December 28, 2013, derivative currency assets (liabilities) of $8.4 million, $0.7 million, $(3.1) million and $(0.7) million,
are recorded in Prepaid Expenses and Other Current Assets, Other Noncurrent Assets, Hedging Obligations (current), and
Hedging Obligations (noncurrent), respectively. As of December 29, 2012, derivative currency assets (liabilities) of $6.8
million, $2.3 million, $(4.6) million, and $(0.3) million are recorded in Prepaid Expenses, Other Noncurrent Assets, Hedging
Obligations (current), and Hedging Obligations, respectively. The unrealized gains on the effective portion of the contracts of
$3.4 million net of tax, and $2.7 million net of tax, as of December 28, 2013 and December 29, 2012, was recorded in AOCI.
At December 28, 2013, we had $0.8 million, net of tax, of currency gains on closed hedge instruments in AOCI that will be
realized in earnings when the hedged items impact earnings.
The following table quantifies the outstanding currency forward and the corresponding impact on the value of these instruments
assuming a hypothetical 10% appreciation/depreciation of their counter currency on December 28, 2013 (dollars in millions):
Currency
Mexican Peso
Chinese Renminbi
Indian Rupee
Euro
Thai Baht
Australian Dollar
Notional
Amount
$
203.0
142.3
36.8
11.4
4.1
1.5
$
Fair
Value
5.9
2.1
(2.7)
(0.1)
—
0.1
Foreign Exchange Gain (Loss) From:
10% Appreciation of
Counter Currency
10% Depreciation of
Counter Currency
20.3 $
14.2
3.7
1.1
0.4
0.2
(20.3)
(14.2)
(3.7)
(1.1)
(0.4)
(0.2)
It is important to note that gains and losses indicated in the sensitivity analysis would be offset by gains and losses on the
underlying receivables and payables.
33
Commodity Price Risk
We periodically enter into commodity hedging transactions to reduce the impact of changing prices for certain commodities
such as copper and aluminum based upon forecasted purchases of such commodities. These transactions are designated as cash
flow hedges and the contract terms of commodity hedge instruments generally mirror those of the hedged item, providing a
high degree of risk reduction and correlation.
Derivative commodity assets (liabilities) of $4.7 million and $(2.5) million are recorded in Prepaid Expenses and Hedging
Obligations (current), respectively, at December 28, 2013. Derivative commodity assets (liabilities) of $4.2 million, $0.2
million, and $(1.7) are recorded in Prepaid Expenses, Other Noncurrent Assets and Hedging Obligations (current), respectively,
at December 29, 2012. The unrealized (loss) gain on the effective portion of the contracts of $1.3 million net of tax and $1.5
million net of tax, as of December 28, 2013 and December 29, 2012, respectively, was recorded in AOCI. At December 28,
2013, we had an additional $(1.5) million, net of tax, of derivative commodity losses on closed hedge instruments in AOCI that
will be realized in earnings when the hedged items impact earnings.
The following table quantifies the outstanding commodity contracts intended to hedge raw material commodity prices and the
corresponding impact on the value of these instruments assuming a hypothetical 10% appreciation/depreciation of their prices
on December 28, 2013 (dollars in millions):
Commodity
Copper
Aluminum
Notional
Amount
114.5
9.7
$
Fair
Value
2.6
(0.4)
$
Gain (Loss) From:
10% Appreciation of
Commodity Prices
10% Depreciation of
Commodity Prices
11.5 $
1.0
(11.5)
(1.0)
It is important to note that gains and losses indicated in the sensitivity analysis would be offset by the actual prices of the
commodities.
The net AOCI balance related to hedging activities of $(9.5) million loss at December 28, 2013 includes $(2.1) million of net
current deferred losses expected to be realized in the next twelve months.
Counterparty Risk
We are exposed to credit losses in the event of non-performance by the counterparties to various financial agreements,
including our interest rate swap agreements, foreign currency exchange contracts and commodity hedging transactions. We
manage exposure to counterparty credit risk by limiting our counterparties to major international banks and financial
institutions meeting established credit guidelines and continually monitoring their compliance with the credit guidelines. We
do not obtain collateral or other security to support financial instruments subject to credit risk. We do not anticipate non-
performance by our counterparties, but cannot provide assurances.
34
ITEM 8 - Financial Statements and Supplementary Data
Quarterly Financial Information
(Unaudited)
(Amounts in Millions, Except per Share Data)
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Net Sales
Gross Profit
Income (Loss) from
Operations (1)
Net Income (Loss)
Net Income (Loss)
Attributable to Regal Beloit
Corporation (1)
Earnings (Loss) Per Share
Attributable to Regal Beloit
Corporation (2):
Basic
Assuming Dilution
Weighted Average Number
of Shares Outstanding:
2013
$ 778.2
199.5
2013
2012
2012
$ 807.9 $ 822.0 $ 863.9 $ 768.2 $ 779.5
192.6
220.1
197.6
209.2
196.5
2013
2012
2013
2012
$ 727.2 $ 715.6
160.7
178.0
75.9
50.7
79.1
49.9
81.1
53.6
103.3
64.3
78.8
54.5
83.3
55.2
(27.8)
(32.8)
47.1
30.9
49.5
48.7
51.1
62.7
52.6
54.3
(33.2)
29.9
$ 1.10
1.09
$ 1.17 $ 1.14 $ 1.50 $ 1.17 $ 1.30
1.29
1.49
1.16
1.13
1.16
$ (0.74) $ 0.71
0.70
(0.74)
Basic
Assuming Dilution
45.0
45.3
41.6
42.0
45.0
45.3
41.7
42.0
45.1
45.4
41.7
42.0
45.1
45.1
42.2
42.5
Net Sales
Electrical
Mechanical
Income (Loss) from
Operations
Electrical
Mechanical
$ 711.0
67.2
$ 731.4 $ 753.3 $ 783.6 $ 707.5 $ 708.3
71.2
80.3
76.5
68.7
60.7
$ 664.9 $ 646.9
68.7
62.3
67.3
8.6
69.4
9.7
72.7
8.4
91.5
11.8
71.1
7.7
73.2
10.1
(22.5)
(5.3)
39.6
7.5
(1)Included in the fourth quarter 2013 results were goodwill and intangible asset impairments and other, net of $81.0 million, ($74.7
million after tax).
(2) Due to the weighting of both earnings and the weighted average number of shares outstanding, the sum of the quarterly earnings per
share may not equal the annual earnings per share.
35
Management's Annual Report on Internal Control Over Financial Reporting
The management of Regal Beloit Corporation (the “Company”) is responsible for the accuracy and internal consistency of the
preparation of the consolidated financial statements and footnotes contained in this annual report.
The Company's management is also responsible for establishing and maintaining adequate internal control over financial
reporting. The Company operates under a system of internal accounting controls designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of published financial statements in accordance with
generally accepted accounting principles. The internal accounting control system is evaluated for effectiveness by management
and is tested, monitored and revised as necessary. All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of
December 28, 2013. In making its assessment, the Company's management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (1992). Based on
the results of its evaluation, the Company's management concluded that, as of December 28, 2013, the Company's internal
control over financial reporting is effective at the reasonable assurance level based on those criteria.
Our internal control over financial reporting as of December 28, 2013 has been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their report which is included herein.
February 26, 2014
36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Regal Beloit Corporation
Beloit, Wisconsin
We have audited the accompanying consolidated balance sheets of Regal Beloit Corporation and subsidiaries (the "Company")
as of December 28, 2013 and December 29, 2012, and the related consolidated statements of income, comprehensive income,
equity, and cash flows for each of the three years in the period ended December 28, 2013. Our audits also included the financial
statement schedule listed in the Index at Item 15. We also have audited the Company's internal control over financial reporting
as of December 28, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for these
financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for
its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial
statements and financial statement schedule and an opinion on the Company's internal control over financial reporting based on
our 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 audit 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, 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 by, or under the supervision of, the company's
principal executive and principal financial officers, or persons performing similar functions, and effected by the company's
board of directors, management, and other personnel 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 (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the company; (2) 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 (3) 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a
timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Regal Beloit Corporation and subsidiaries as of December 28, 2013 and December 29, 2012, and the results of their
operations and their cash flows for each of the three years in the period ended December 28, 2013, in conformity with
accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein. Also, in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 28, 2013, based on the criteria established in Internal Control
- Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
/s/ Deloitte & Touche LLP
Milwaukee, Wisconsin
February 26, 2014
37
REGAL BELOIT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Millions, Except Per Share Data)
Net Sales
Cost of Sales
Gross Profit
Operating Expenses
Asset Impairments and Other, Net
Total Operating Expenses
Income from Operations
Interest Expense
Interest Income
Income before Taxes
Provision for Income Taxes
Net Income
Less: Net Income Attributable to Noncontrolling Interests
Net Income Attributable to Regal Beloit Corporation
Earnings Per Share Attributable to Regal Beloit Corporation:
Basic
Assuming Dilution
Weighted Average Number of Shares Outstanding:
Basic
Assuming Dilution
December 28,
2013
For the Year Ended
December 29,
2012
December 31,
2011
$
$
$
$
$
$
$
$
3,095.7
2,312.5
783.2
494.2
81.0
575.2
208.0
42.4
4.9
170.5
44.5
126.0
6.0
120.0
2.66
2.64
45.0
45.4
$
$
$
$
3,166.9
2,395.9
771.0
458.2
—
458.2
312.8
44.5
1.6
269.9
69.6
200.3
4.7
195.6
4.68
4.64
41.8
42.1
2,808.3
2,142.3
666.0
410.3
—
410.3
255.7
31.1
1.7
226.3
68.3
158
5.7
152.3
3.84
3.79
39.7
40.1
See accompanying Notes to the Consolidated Financial Statements
38
REGAL BELOIT CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Millions)
Net Income
Other Comprehensive Income (Loss) Net
of Tax:
Foreign currency translation adjustments
Hedging Activities:
Increase (Decrease) in Fair Value of
Hedging Activities, Net of Tax Effects of
$(0.7) million in 2013, $10.1 million in
2012 and $(27.4) million in 2011
Reclassification of Losses (Gains)
Included in Net Income, Net of Tax
Effects of $5.5 million in 2013, $10.3
million in 2012, and $(5.3) million in
2011
Defined Benefit Pension Plans:
Decrease (Increase) in Prior Service Cost
and Unrecognized Gain (Loss), Net of
Tax Effects of $9.7 million in 2013,
$(6.1) million in 2012 and $(4.7) million
in 2011
Realized Curtailment Gain in 2011, Net
of Tax Effect of $(0.6) million
Amortization of Prior Service Cost and
Unrecognized Loss (Gain) Included in
Net Periodic Pension Cost, Net of Tax
Effects of $1.7 million in 2013, $1.4
million in 2012 and $1.3 million in 2011
Other Comprehensive Income (Loss)
Comprehensive Income
Less: Comprehensive Income
Attributable to Noncontrolling Interest
Comprehensive Income Attributable to
Regal Beloit Corporation
For the Year Ended
December 28, 2013
126.0
$
December 29, 2012
200.3
$
December 31, 2011
158.0
$
(22.2)
14.7
(43.6)
(1.1)
16.6
(44.7)
9.0
7.9
16.8
33.4
(8.9)
(53.6)
16.0
—
2.6
18.6
4.3
130.3
5.9
(9.9)
—
2.4
(7.7)
(1.1)
2.1
(6.7)
(103.9)
54.1
5.3
(7.5)
40.6
240.9
5.4
$
124.4
$
235.5
$
48.8
See accompanying Notes to the Consolidated Financial Statements
39
REGAL BELOIT CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
December 28, 2013
December 29, 2012
ASSETS
Current Assets:
Cash and Cash Equivalents
Trade Receivables, less Allowances of $11.5 million in 2013 and $10.2
million in 2012
Inventories
Prepaid Expenses and Other Current Assets
Deferred Income Tax Benefits
Total Current Assets
Net Property, Plant and Equipment
Goodwill
Intangible Assets, Net of Amortization
Other Noncurrent Assets
Total Assets
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable
Dividends Payable
Hedging Obligations
Accrued Compensation and Employee Benefits
Other Accrued Expenses
Current Maturities of Debt
Total Current Liabilities
Long-Term Debt
Deferred Income Taxes
Hedging Obligations
Pension and Other Post Retirement Benefits
Other Noncurrent Liabilities
Commitments and Contingencies (see Note 11)
Equity:
Regal Beloit Corporation Shareholders' Equity:
Common Stock, $.01 par value, 100.0 million shares authorized, 45.1
million and 44.9 million shares issued and outstanding at 2013 and 2012,
respectively
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Total Regal Beloit Corporation Shareholders' Equity
Noncontrolling Interests
Total Equity
Total Liabilities and Equity
$
$
$
$
466.0
$
$
$
463.8
618.7
130.6
46.8
1,725.9
573.4
1,081.9
244.2
18.1
3,643.5
304.6
9.0
11.3
85.6
132.0
158.4
700.9
609.0
140.3
16.8
39.7
34.4
0.5
916.1
1,199.4
(59.8)
2,056.2
46.2
2,102.4
3,643.5
$
375.3
446.0
557.0
112.9
48.7
1,539.9
573.1
1,151.0
293.2
11.9
3,569.1
251.8
8.5
6.3
80.0
123.5
63.8
533.9
754.7
132.0
35.7
69.2
47.1
0.4
903.3
1,115.0
(65.3)
1,953.4
43.1
1,996.5
3,569.1
See accompanying Notes to the Consolidated Financial Statements
40
REGAL BELOIT CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in Millions, Except Per Share Data)
Common Stock $.01
Par Value
Additional Paid-In
Capital
Retained Earnings
Accumulated Other
Comprehensive
Income (Loss)
Noncontrolling
Interests
Total
Equity
Balance as of January
1, 2011
Net Income
$
Other Comprehensive
Income (Loss)
Dividends Declared
($0.71 per share)
Issuance of 2.8
million Shares of
Common Stock for
Acquisition
Stock Options
Exercised, including
Income Tax Benefit
and Share
Cancellations
Share-based
Compensation
Balance as of
December 31, 2011
Net Income
$
Other Comprehensive
Income (Loss)
Dividends Declared
($0.75 per share)
Sale of 3.2 million
Shares of Common
Stock
Stock Options
Exercised, including
Income Tax Benefit
and Share
Cancellations
Share-based
Compensation
Dividends Declared to
Noncontrolling
Interests
Balance as of
December 29, 2012
$
Net Income
Other Comprehensive
Income (Loss)
Dividends Declared
($0.79 per share)
Stock Options
Exercised, including
Income Tax Benefit
and Share
Cancellations
Share-based
Compensation
Purchase of
Subsidiary Shares
from Noncontrolling
Interest
$
0.4
—
535.8
$
—
$
827.5
152.3
(1.7)
$
—
(103.5)
—
(28.5)
—
140.8
(1.5)
14.3
—
—
—
—
$
689.4
$
—
$
951.3
195.6
(105.2)
$
—
—
—
—
39.9
(31.9)
—
202.9
—
—
2.0
9.0
—
—
—
—
$
903.3
$
1,115.0
$
120.0
—
(35.6)
—
—
—
—
—
1.4
11.4
—
—
—
—
(65.3)
$
—
4.4
—
—
—
—
—
—
0.4
—
—
—
—
—
—
—
0.4
—
—
—
0.1
—
—
—
1.1
Balance as of
December 28, 2013
$
0.5
$
916.1
$
1,199.4
$
(59.8)
$
See accompanying Notes to the Consolidated Financial Statements
41
$
35.2
5.7
(0.4)
—
—
—
$
40.5
4.7
0.7
—
—
—
—
(2.8)
43.1
6.0
(0.1)
—
—
—
$
(2.8)
46.2
$
1,397.2
158.0
(103.9)
(28.5)
140.8
(1.5)
14.3
1,576.4
200.3
40.6
(31.9)
202.9
2.0
9.0
(2.8)
1,996.5
126.0
4.3
(35.6)
1.5
11.4
(1.7)
2,102.4
REGAL BELOIT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities (net of Acquisitions):
Depreciation
Amortization
Asset Impairments and Other, Net
Share-based Compensation Expense
Provision for (Benefit from) Deferred Income Taxes
Excess Tax Benefits from Share-based Compensation
Loss (Gain) on Disposition of Assets
Change in Operating Assets and Liabilities, net of Acquisitions
Receivables
Inventories
Accounts Payable
Current Liabilities and Other
Net Cash Provided by Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Property, Plant and Equipment
Purchases of Investment Securities
Sales of Investment Securities
Business Acquisitions, net of Cash Acquired
Additions of Equipment for Operating Leases
Grants Received for Capital Expenditures
Proceeds from Sale of Assets
Net Cash Used in Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Proceeds from the Sale of Common Stock
Proceeds from Long-Term Debt
Borrowings under Revolving Credit Facility
Repayments under Revolving Credit Facility
Proceeds from Short-Term Borrowings
Repayments of Short-Term Borrowings
Repayments of Long-Term Debt
Dividends Paid to Shareholders
Proceeds from the Exercise of Stock Options
Excess Tax Benefits from Share-based Compensation
Purchase of Subsidiary Shares from Noncontrolling Interest
Financing Fees Paid
Distribution to Noncontrolling Interests
Net Cash (Used In) Provided By Financing Activities
EFFECT OF EXCHANGE RATES ON CASH
Net increase (decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at beginning of period
Cash and Cash Equivalents at end of period
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for :
Interest
Income Taxes
Non-cash Investing: Issuance of Common Stock in Connection with Acquisition
For the Year Ended
December 28,
2013
December 29,
2012
December 31,
2011
$
126.0
$
200.3
$
158.0
84.4
44.1
81.0
11.4
(5.5)
(0.8)
2.0
(16.9)
(52.7)
44.5
(12.5)
305.0
(82.7)
(32.2)
32.9
(38.4)
(8.3)
1.6
1.7
(125.4)
—
—
20.0
(20.0)
46.0
(46.5)
(55.9)
(35.1)
1.5
0.8
(1.7)
—
—
(90.9)
2.0
90.7
375.3
466.0
$
41.7
$
49.6
—
82.0
44.0
—
9.0
6.5
(2.2)
(2.4)
(14.9)
40.9
(5.3)
(6.2)
351.7
(91.0)
(13.0)
4.7
(110.4)
—
8.7
3.4
(197.6)
202.9
—
292.5
(301.5)
41.2
(40.9)
(90.3)
(30.8)
4.2
2.2
—
—
(2.4)
77.1
1.5
232.7
142.6
375.3
43.8
63.9
—
$
$
65.0
33.2
—
14.3
2.3
(1.4)
(5.9)
32.6
21.0
(41.3)
(12.5)
265.3
(57.6)
—
56.0
(765.9)
—
—
15.4
(752.1)
—
500.0
254.0
(245.0)
24.0
(22.1)
(28.1)
(27.6)
1.9
1.4
—
(2.8)
—
455.7
(0.8)
(31.9)
174.5
142.6
19.6
61.0
140.8
$
$
See accompanying Notes to the Consolidated Financial Statements
42
(1) Nature of Operations
Notes to the Consolidated Financial Statements
Regal Beloit Corporation (the “Company”) is a United States based multinational corporation. The Company reports in two
segments; the Electrical segment, with its principal line of business in electric motors, power generation products, high-
performance drives and controls and capacitors and the Mechanical segment, with its principal line of business in mechanical
products which control motion and torque.
(2) Basis of Presentation
The Company operates on a 52/53 week fiscal year ending on the Saturday closest to December 31. The fiscal years ended
December 28, 2013, December 29, 2012 and December 31, 2011 were all 52 weeks.
(3) Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned and majority owned
subsidiaries. In addition, the Company has joint ventures that are consolidated in accordance with consolidation accounting
guidance. All intercompany accounts and transactions are eliminated.
Use of Estimates
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States (“U.S. GAAP”), which require the Company to make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods
reported. Actual results could differ from those estimates. The Company uses estimates in accounting for, among other items,
allowance for doubtful accounts; excess and obsolete inventory; share-based compensation; acquisitions; product warranty
obligations; pension assets and liabilities; derivative fair values; goodwill impairment; health care reserves; retirement benefits;
rebates and incentives; litigation claims and contingencies; including environmental matters; and income taxes. The Company
accounts for changes to estimates and assumptions when warranted by factually based experience.
Acquisitions
The Company recognizes assets acquired, liabilities assumed, contractual contingencies and contingent consideration at their
fair value on the acquisition date. The operating results of the acquired companies are included in the Company’s consolidated
financial statements from the date of acquisition.
Acquisition-related costs are expensed as incurred, restructuring costs are recognized as post-acquisition expense and changes
in deferred tax asset valuation allowances and income tax uncertainties after the measurement period are recorded in income
tax expense.
Revenue Recognition
The Company recognizes revenue upon transfer of title, which generally occurs upon shipment of the product to the customer.
The pricing of products sold is generally supported by customer purchase orders, and accounts receivable collection is
reasonably assured at the time of shipment. Estimated discounts and rebates are recorded as a reduction of gross sales in the
same period revenue is recognized. Product returns and credits are estimated and recorded at the time of shipment based upon
historical experience. Shipping and handling costs are recorded as revenue when billed to the customers. The costs incurred
from shipping and handling are recorded in Cost of Sales.
The Company has certain operating leases in the oil and gas industry where revenue is recognized over the term of the lease.
The lease revenue is not material for all fiscal periods presented. The related net leased assets were not material at
December 28, 2013 and December 29, 2012 and were included in Other Noncurrent Assets.
The Company derives a significant portion of its revenues from several original equipment manufacturing customers. Despite
this relative concentration, there were no customers that accounted for more than 10% of consolidated net sales in fiscal 2013,
fiscal 2012 or fiscal 2011.
Research and Development
The Company performs research and development activities relating to new product development and the improvement of
current products. The Company's research and development expenses consist primarily of costs for: (i) salaries and related
personnel expenses; (ii) the design and development of new energy efficiency products and enhancements; (iii) quality
assurance and testing; and (iv) other related overhead. The Company's research and development efforts tend to be targeted
toward developing new products that would allow us to gain additional market share, whether in new or existing segments.
While these costs make up an insignificant portion of operating expenses in the Mechanical segment, they are more substantial
43
in the Electrical segment. In particular, a large driver of research and development efforts in the Electrical segment is energy
efficiency.
Research and development costs are expensed as incurred. For fiscal 2013, 2012 and 2011, research and development costs,
were $28.3 million, $28.5 million and $21.8 million, respectively.
Research and development costs are recorded in operating expenses.
Cash and Cash Equivalents
Cash equivalents consist of highly liquid investments which are readily convertible to cash, present insignificant risk of
changes in value due to interest rate fluctuations and have original or purchased maturities of three months or less.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of
cash equivalents. The Company has material deposits with a global financial institution. It performs periodic evaluations of the
relative credit standing of its financial institutions and monitors the amount of exposure.
Concentration of credit risk with respect to trade accounts receivable is limited due to the large number of customers and their
dispersion across many geographic areas. The Company monitors credit risk associated with its trade receivables.
Investments
Investments include trading securities and term deposits which have original maturities of greater than three months and
remaining maturities of less than one year. Investments with maturities greater than one year are classified as short-term based
on its highly liquid nature and availability to fund future activities. The fair value of term deposits approximates their carrying
value. These investments are included in Prepaid Expenses and Other Current Assets on the Company's Consolidated Balance
Sheets.
Trade Receivables
Trade receivables are stated at estimated net realizable value. Trade receivables are comprised of balances due from customers,
net of estimated allowances. In estimating losses inherent in trade receivables the Company uses historical loss experience and
applies them to a related aging analysis. Determination of the proper level of allowances requires management to exercise
significant judgment about the timing, frequency and severity of losses. The allowances for doubtful accounts takes into
consideration numerous quantitative and qualitative factors, including historical loss experience, collection experience,
delinquency trends and economic conditions.
In circumstances where the Company is aware of a specific customer's inability to meet its obligation, a specific reserve is
recorded against amounts receivable to reduce the net recognized receivable to the amount reasonably expected to be collected.
Additions to the allowances for doubtful accounts are maintained through adjustments to the provision for doubtful accounts,
which are charged to current period earnings; amounts determined to be uncollectable are charged directly against the
allowances, while amounts recovered on previously charged-off accounts benefit current period earnings.
Inventories
At the beginning of fiscal 2013, the Company changed its inventory valuation method for the finished goods of recently
acquired North American businesses to the last-in, first-out ("LIFO") method from the first-in, first-out ("FIFO") method. The
Company believes the change to the LIFO method is preferable because it will improve matching of current costs with
revenues when there is volatility in the cost of raw materials, and is consistent with the method used for the majority of the
Company’s other North American finished goods inventory. Prior period consolidated financial statements have not been
retroactively adjusted. The cumulative effect of this change was immaterial.
The approximate percentage distribution between major classes of inventory at year end is as follows:
Raw Material and Work In Process
Finished Goods and Purchased Parts
December 28,
2013
December 29,
2012
41 %
59 %
43%
57%
Inventories are stated at cost, which is not in excess of market. Cost for approximately 49% of the Company's inventory at
December 28, 2013 and 31% at December 29, 2012 was determined using the LIFO method. If all inventories were valued on
the FIFO method, they would have increased by $58.2 million and $60.0 million as of December 28, 2013 and December 29,
2012, respectively. Material, labor and factory overhead costs are included in the inventories.
44
The Company reviews inventories for excess and obsolete products or components. Based on an analysis of historical usage
and management's evaluation of estimated future demand, market conditions and alternative uses for possible excess or
obsolete parts, the Company records inventories at net realizable value.
Property, Plant and Equipment
Property, Plant and Equipment ("PP&E") are stated at cost. Depreciation of plant and equipment is provided principally on a
straight-line basis over the estimated useful lives (3 to 50 years) of the depreciable assets. Accelerated methods are used for
income tax purposes.
Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures which extend the useful lives of
existing equipment are capitalized and depreciated.
Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the
accounts and any resulting gain or loss is recognized. Leasehold improvements are capitalized and amortized over the lesser of
the life of the lease or the estimated useful life of the asset.
The Company evaluates property, plant and equipment whenever events or circumstances have occurred that may indicate that
carrying values may not be recoverable. If an indicator is present, the Company evaluates carrying values as compared to
undiscounted estimated future cash flows. If such estimated future cash flows are less than carrying value, an impairment
would be recognized.
Property, plant and equipment by major classification was as follows (in millions):
Useful Life
(In Years)
December 28,
2013
December 29,
2012
Land and Improvements
Buildings and Improvements
Machinery and Equipment
Property, Plant and Equipment
Less: Accumulated Depreciation
Net Property, Plant and Equipment
3-50
3-15
$
$
$
72.3
231.1
794.5
1,097.9
(524.5)
573.4
$
76.2
212.7
747.5
1,036.4
(463.3)
573.1
Commitments for property, plant and equipment purchases were $18.8 million at December 28, 2013.
Goodwill
The Company evaluates the carrying amount of goodwill annually or more frequently if events or circumstances indicate that
an asset might be impaired. Factors that could trigger an impairment review include significant underperformance relative to
historical or forecasted operating results, a significant decrease in the market value of an asset or significant negative industry
or economic trends. The Company performs the required annual goodwill impairment test as of the end of the October fiscal
month.
The Company uses a weighting of the market approach and the income approach (discounted cash flow method) in testing
goodwill for impairment. In the market approach, the Company applies performance multiples from comparable public
companies, adjusted for relative risk, profitability, and growth considerations, to the reporting units to estimate fair value. The
key assumptions used in the discounted cash flow method used to estimate fair value include discount rates, revenue growth
rates, terminal growth rates and cash flow projections. Discount rates, growth rates and cash flow projections are the most
sensitive and susceptible to change as they require significant management judgment. Discount rates are determined by using a
weighted average cost of capital (“WACC”). The WACC considers market and industry data as well as Company-specific risk
factors for each reporting unit in determining the appropriate discount rate to be used. The discount rate utilized for each
reporting unit is indicative of the return an investor would expect to receive for investing in such a business. Terminal growth
rate determination follows common methodology of capturing the present value of perpetual cash flow estimates beyond the
last projected period assuming a constant WACC and long-term growth rates.
The calculated fair values for the Company's 2013 impairment testing exceeded the carrying values of the reporting units for a
majority of the Company's reporting units. There were certain reporting units where the calculated fair values were less than the
carrying values. The Electrical segment impacted units experienced declines in sales and profitability that were more
pronounced in the latter part of fiscal 2013, combined with reduced expected cash flow from weak economic conditions in
regions such as Australia, India and Europe. Another reporting unit had reduced future cash flows from a slower than expected
adoption of switched reluctance motor technology. In the Mechanical segment, a reporting unit's expected cash flows were
reduced by weak sales for the hydraulic fracturing market within the oil and gas industry. An implied goodwill amount was
then calculated as a required second step in the testing, using the estimated fair value of all assets and liabilities of the reporting
unit as if the unit had been acquired in a business combination. The resulting implied fair value of goodwill is a Level 3 asset
45
measured at fair value on a non-recurring basis (see also Note 14 of the Notes to the Consolidated Financial Statements for fair
value definitions). The total goodwill impairment charge related to these reporting units was $76.3 million and was recorded in
Asset Impairment and Other, Net.
Intangible Assets
The Company evaluates the recoverability of the carrying amount of intangible assets whenever events or changes in
circumstance indicate that the carrying amount of an asset may not be fully recoverable through future cash flows. Factors that
could trigger an impairment review include a significant decrease in the market value of an asset or significant negative or
economic trends. For definite-lived intangible assets, the Company uses an estimate of the related undiscounted cash flows
over the remaining life of the primary asset to estimate recoverability.
During 2013, indicators related to the future expected cash flows of certain reporting units triggered a detailed undiscounted
cash flow test of long-lived assets, which included intangible assets. Undiscounted cash flows were determined using the
Company's internal projections which are Level 3 measurements (see also Note 14 of Notes to the Consolidated Financial
Statements for fair value definitions). As a result, in-process research and development technology intangible assets totaling
$16.2 million, related to switched reluctance technology, and $0.8 million of customer relationship intangible assets related to a
European motor distribution reporting unit were impaired and recorded in Asset Impairments and Other, Net.
The Company does not have any indefinite-lived intangible assets.
Asset Impairments and Other, Net
During the year ended December 28, 2013, the Company recognized a loss on certain goodwill and intangible asset
impairments as discussed above, which was netted with a gain from a fair value adjustment for a contingent consideration
liability related to one of the reporting units (see Note 14 of Notes to the Consolidated Financial Statements).
The details were as follows (in millions):
Goodwill Impairment
Impairment of Technology Intangible Assets
Impairment of Customer Relationships Intangible Assets
Less: Gain from Adjustment to the Fair Value of a
Contingent Consideration Liability
Asset Impairments and Other, Net
$
$
There were no impairments in fiscal 2012 and fiscal 2011.
Earnings per Share (“EPS”)
Electrical Group Mechanical Group
$
64.2
12.1
$
16.2
0.8
12.3
68.9
$
—
—
—
12.1
$
Total
76.3
16.2
0.8
12.3
81.0
Diluted earnings per share is computed based upon earnings applicable to common shares divided by the weighted-average
number of common shares outstanding during the period adjusted for the effect of other dilutive securities. Options for
common shares where the exercise price was above the market price have been excluded from the calculation of effect of
dilutive securities shown below; the amount of these shares were 0.7 million in 2013, 0.3 million in 2012 and 0.7 million in
2011. The following table reconciles the basic and diluted shares used in EPS calculations for the years ended (in millions):
Denominator for Basic EPS
Effect of Dilutive Securities
Denominator for Diluted EPS
Retirement Plans
2013
2012
2011
45.0
0.4
45.4
41.8
0.3
42.1
39.7
0.4
40.1
Approximately half of the Company's domestic employees are covered by defined benefit pension plans with the remaining
employees covered by defined contribution plans. The defined benefit pension plans covering a majority of the Company's
domestic employees have been closed to new employees and frozen for existing employees. Most of the Company's foreign
employees are covered by government sponsored plans in the countries in which they are employed. The Company's
obligations under its defined benefit pension plans are determined with the assistance of actuarial firms. The actuaries, under
management's direction, make certain assumptions regarding such factors as withdrawal rates and mortality rates. The
actuaries also provide information and recommendations from which management makes further assumptions on such factors
46
as the long-term expected rate of return on plan assets, the discount rate on benefit obligations and where applicable, the rate of
annual compensation increases.
Based upon the assumptions made, the investments made by the plans, overall conditions and movement in financial markets,
life-spans of benefit recipients and other factors, annual expenses and recorded assets or liabilities of these defined benefit
pension plans may change significantly from year to year.
Derivative Financial Instruments
Derivative instruments are recorded on the consolidated balance sheet at fair value. Any fair value changes are recorded in net
earnings or Accumulated Other Comprehensive Loss as determined under accounting guidance that establishes criteria for
designation and effectiveness of the hedging relationships.
The Company uses derivative instruments to manage its exposure to fluctuations in certain raw material commodity pricing,
fluctuations in the cost of forecasted foreign currency transactions, and variability in interest rate exposure on floating rate
borrowings. The majority of derivative instruments have been designated as cash flow hedges (see also Note 13 of Notes to the
Consolidated Financial Statements).
Income Taxes
The Company operates in numerous taxing jurisdictions and is subject to regular examinations by various U.S. Federal, state
and foreign jurisdictions for various tax periods. Its income tax positions are based on research and interpretations of the
income tax laws and rulings in each of the jurisdictions in which it does business. Due to the subjectivity of interpretations of
laws and rulings in each jurisdiction, the differences and interplay in tax laws between those jurisdictions as well as the
inherent uncertainty in estimating the final resolution of complex tax audit matters, estimates of income tax liabilities may
differ from actual payments or assessments.
Foreign Currency Translation
For those operations using a functional currency other than the U.S. dollar, assets and liabilities are translated into U.S. dollars
at year-end exchange rates, and revenues and expenses are translated at weighted-average exchange rates. The resulting
translation adjustments are recorded as a separate component of shareholders' equity. Pursuant to accounting rules guiding
highly inflationary currency, the Company no longer translates its Venezuelan subsidiary's financial statements as its functional
currency is the U.S. dollar.
Product Warranty Reserves
The Company maintains reserves for product warranty to cover the stated warranty periods for its products. Such reserves are
established based on an evaluation of historical warranty experience and specific significant warranty matters when they
become known and can reasonably be estimated.
Accumulated Other Comprehensive Loss
Foreign currency translation adjustments, unrealized gains and losses on derivative instruments designated as hedges and
pension liability adjustments are included in shareholders' equity under accumulated other comprehensive loss.
The components of the ending balances of Accumulated Other Comprehensive Loss are as follows (in millions):
Foreign Currency Translation Adjustments
Hedging Activities, net of tax of $(5.9) in 2013 and $(10.7) in 2012
Pension and Post Retirement Benefits, net of tax of $(14.3) in 2013 and $(25.7) in 2012
Total
Legal Claims
2013
2012
$
$
(27.0)
(9.5)
(23.3)
(59.8)
$
$
(6.0)
(17.4)
(41.9)
(65.3)
The Company records expenses and liabilities when the Company believes that an obligation of the Company on a specific
matter is probable and there is a basis to reasonably estimate the value of the obligation. This methodology is used for legal
claims that are filed against the Company from time to time. The uncertainty that is associated with such matters frequently
requires adjustments to the liabilities previously recorded.
47
Fair Values of Financial Instruments
The fair values of cash and cash equivalents, investments, trade receivables and accounts payable approximate the carrying
values due to the short period of time to maturity. The fair value of long-term debt is estimated using discounted cash flows
based on rates for instruments with comparable maturities and credit ratings. The fair value of pension assets, derivative
instruments and contingent purchase price obligations is determined based on the methods disclosed in Notes 8 and 14 of Notes
to the Consolidated Financial Statements.
Recent Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") issued authoritative guidance in February 2013 that amends the
presentation of accumulated other comprehensive income and clarifies how to report the effect of significant reclassifications
out of accumulated other comprehensive income. The guidance, which became effective for the Company on a prospective
basis at the beginning of its 2013 fiscal year, requires footnote disclosures regarding the changes in accumulated other
comprehensive income by component and the line items affected in the statements of earnings. The adoption of this updated
authoritative guidance did not have a significant impact on the Company’s Consolidated Financial Statements.
In December 2011, the FASB issued guidance enhancing disclosure requirements about the nature of an entity's right to offset
and related arrangements associated with its financial instruments and derivative instruments. The new guidance requires the
disclosure of the gross amounts subject to rights of set-off, amounts offset in accordance with the accounting standards
followed, and the related net exposure. The amendment became effective for the Company in fiscal 2013 with no significant
impact to the Company's Consolidated Financial Statements.
(4) Acquisitions
The results of operations for acquired businesses are included in the Consolidated Financial Statements from the dates of
acquisition. Acquisition related expenses were $3.9 million during 2013, $0.4 million during 2012 and $16.1 million during
2011.
2013 Acquisitions
On November 19, 2013, the Company acquired Cemp s.r.l. ("Cemp"), an Italy based electric motor company for $32.0 million,
net of cash. Cemp is a leading designer, manufacturer and marketer of flameproof electric motors, and is reported in the
Electrical segment.
On February 8, 2013, the Company acquired the RAM motor business previously owned by Schneider Electric for $6.0
million. This business manufactures hermetic motors from 250 hp to 2,500 hp for commercial HVAC applications and is
reported in the Electrical segment.
The Company also purchased additional shares owned by the noncontrolling interest in its joint venture in a South African
distribution business for $1.7 million.
2012 Acquisitions
On November 30, 2012, the Company acquired Remco Products Limited for $3.7 million. Remco is a UK supplier of a broad
range of AC fractional horsepower electric motors and fans for replacement use in heating, ventilation, refrigeration and air
conditioning industries located in West Sussex, England. The acquisition added greater access to the European replacement
motor business and is expected to generate growth to the Company's overall European business. Remco is reported as a part of
the Company's Electrical segment.
On October 2, 2012, the Company acquired Marlin Coast Motor Rewinding ("MCMR") for $3.4 million. MCMR, based in
Cairns, North Queensland, Australia, is a leader in the supply, service and overhaul of electric machines. MCMR is reported as
a part of the Company’s Electrical segment.
On April 30, 2012, the Company acquired Tecnojar, a Mexico based electrical products company, for $1.6 million. Tecnojar is
reported as a part of the Company's Electrical segment.
On February 3, 2012, the Company acquired Milwaukee Gear Company (“MGC”), a Wisconsin-based leading manufacturer of
highly engineered gearing components for oil and gas applications as well as a wide variety of other commercial and industrial
applications. The purchase price of MGC was $80.3 million paid in cash, net of cash acquired. MGC is reported as a part of the
Company's Mechanical segment.
2011 Acquisitions
On August 22, 2011, the Company completed its acquisition of the Electrical Products Company (“EPC”) of A.O. Smith
Corporation (NYSE: AOS). EPC manufactures and sells a full line of motors for hermetic, pump, distribution, heating,
ventilation and air conditioning (“HVAC”) and general industrial applications. EPC is based in Tipp City, Ohio and has
operations in the United States, Mexico, China and the United Kingdom. The acquisition added technology and global capacity
that will bring value to the Company's customers with energy saving products, broader product offerings and better operating
48
efficiencies. The purchase price included $756.1 million in cash and 2,834,026 shares of Company common stock. EPC is
reported as part of the Company's Electrical segment.
Pro Forma Financial Information
The following pro forma financial information shows the results of continuing operations for the years ended December 31,
2011, as though the acquisition of EPC occurred at the beginning of fiscal 2011. The pro forma financial information has been
adjusted, where applicable, for: (i) the amortization of acquired intangible assets, (ii) additional interest expense on acquisition
related borrowings, and (iii) the income tax effect on the pro forma adjustments. The pro forma financial information is
presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved
had the acquisition been completed as of the date indicated above, or the results that may be obtained in the future, (in millions,
except per share amounts):
Pro forma net sales
Pro forma net income
Basic earnings per share as reported
Pro forma basic earnings per share
Diluted earnings per share as reported
Pro forma diluted earnings per share
Other 2011 Acquisitions
$
$
$
Fiscal 2011
3,342.7
213.0
3.84
5.13
3.79
5.08
On June 1, 2011, the Company acquired Australian Fan and Motor Company (“AFMC”) located in Melbourne, Australia.
AFMC manufactures and distributes a wide range of direct drive blowers, fan decks, axial fans and sub-fractional motors for
sales in Australia and New Zealand. The purchase price of $5.7 million was paid in cash, net of acquired debt and cash.
AFMC is reported as part of the Company's Electrical segment.
On April 5, 2011, the Company acquired Ramu, Inc. (“Ramu”) located in Blacksburg, Virginia. Ramu is a motor and control
technology company with a research and development team dedicated to the development of switched reluctance motor
technology. The purchase price included $5.3 million paid in cash, net of acquired debt and cash, and an additional amount
should certain future performance expectations be met. At December 28, 2013 and December 29, 2012, the Company had
recorded a liability of $1.4 million and $13.7 million for this deferred contingent purchase price, respectively. Ramu is
reported as part of the Company's Electrical segment.
On March 7, 2011, the Company acquired Hargil Dynamics Pty. Ltd. (“Hargil”) located in Sydney, Australia. Hargil is a
distributor of mechanical power transmission components and solutions. Hargil is reported as part of the Company's
Mechanical segment.
(5) Goodwill and Intangible Assets
Goodwill
As described in Note 4 of Notes to the Consolidated Financial Statements, the Company acquired two businesses in 2013 and
four businesses in 2012. The excess of purchase price over estimated fair value was assigned to goodwill.
As described in Note 3 of Notes to the Consolidated Financial Statements, the Company evaluates the carrying amount of
goodwill annually or more frequently if events or circumstances indicate that an asset might be impaired. As a result of the
annual review, there were certain reporting units where the carrying value, exceeded fair value.
The Electrical segment reporting units affected experienced declines in sales and profitability that were more pronounced in the
latter part of fiscal 2013, combined with reduced future expected cash flows driven by weak sales and margins resulting from
economic conditions in Australia, India and Europe. Another reporting unit had reduced future expected cash flows from a
slower than expected adoption of switched reluctance motor technology.
In the Mechanical segment, one reporting unit had reduced expected cash flows resulting from weak sales in the hydraulic
fracturing market within the oil and gas industry.
See Note 3 of Notes to the Consolidated Financial Statements, "Asset Impairments and Other, Net" for additional details of the
impairment and related charges.
49
The following table presents changes to goodwill during the periods indicated (in millions):
Balance as of December 31, 2011
Acquisitions and valuation adjustments
Translation adjustments
Balance as of December 29, 2012
Acquisitions and valuation adjustments
Less: Impairment charges
Translation adjustments
Balance as of December 28, 2013
Cumulative goodwill impairment charges
Intangible Assets
$
$
$
$
Total
1,117.6
25.9
7.5
1,151.0
15.3
76.3
(8.1)
1,081.9
76.3
$
$
$
$
Electrical Segment
1,105.0
2.7
4.0
1,111.7
Mechanical Segment
12.6
$
23.2
3.5
39.3
$
15.3
64.2
(7.8)
1,055.0
$
64.2
$
—
12.1
(0.3)
26.9
12.1
As described in Note 3 of Notes to the Consolidated Financial Statements, the Company evaluates intangible assets in
accordance with prescribed guidance. As a result of this review, a total of $17.0 million of intangible assets were deemed
impaired. A switched reluctance technology reporting unit in the U.S. recognized a $16.2 million impairment in technology and
a motor distribution reporting unit in Europe recognized a $0.8 million impairment in customer relationships.
Intangible Technology assets at December 29, 2012 included $17.2 million of In-Process Research and Development. (See also
Note 3 of Notes to the Consolidated Financial Statements).
Gross intangible assets consist of the following (in millions):
Customer Relationships
Technology/IPRD
Trademarks
Patent and Engineering
Drawings
Non-compete Agreements
Total Gross Intangibles
Useful
Life
(years)
3 - 14
3 - 9
3 - 20
10
3 - 5
December 29,
2012
Acquisitions
Impairment
Charges
$
$
244.9
147.5
32.7
16.6
8.2
449.9
$
$
10.3
1.8
0.4
—
—
12.5
$
$
0.8
16.2
—
—
—
17.0
$
Translation
Adjustments
(0.6)
(0.1)
(0.5)
—
0.1
(1.1)
$
December 28,
2013
$
$
253.8
133.0
32.6
16.6
8.3
444.3
Accumulated amortization on intangible assets consist of the following:
December 29, 2012
$
Amortization
Translation
Adjustments
Customer Relationships
Technology
Trademarks
Patent and Engineering Drawings
Non-compete Agreements
Total Accumulated Amortization
Intangible Assets, Net of Amortization
$
$
$
$
23.0
16.4
2.5
1.7
0.5
44.1
$
$
78.7
41.8
15.7
13.3
7.2
156.7
293.2
0.3
0.3
0.2
—
(0.1)
0.7
December 28, 2013
101.4
$
57.9
18.0
15.0
7.8
200.1
244.2
$
$
The Company's customer relationships are generally long-term in nature with useful lives established at acquisition based on
historical attrition rates.
50
Amortization expense was $44.1 million in fiscal 2013, $44.0 million in fiscal 2012 and $33.2 million in fiscal 2011.
Year
2014
2015
2016
2017
2018
$
Estimated
Amortization
42.9
36.3
31.2
25.1
23.8
(6) Industry Segment Information
The following sets forth certain financial information attributable to the Company's reporting segments for fiscal 2013, fiscal
2012 and fiscal 2011, respectively (in millions):
Electrical
Mechanical
Eliminations
Total
$
$
$
Fiscal 2013
External sales
Intersegment sales
Total sales
Gross profit
Operating expenses
Asset impairments and other, net
Income from operations
Identifiable assets
Depreciation and amortization
Capital expenditures
Fiscal 2012
External Sales
Intersegment sales
Total sales
Gross profit
Operating expenses
Income from operations
Identifiable assets
Depreciation and amortization
Capital expenditures
Fiscal 2011
External sales
Intersegment sales
Total sales
Gross profit
Operating expenses
Income from operations
Identifiable assets
Depreciation and amortization
Capital expenditures
2,836.7
4.4
2,841.1
714.4
456.9
68.9
188.6
3,429.2
115.8
74.3
2,870.2
3.5
2,873.7
691.7
418.0
273.7
3,323.6
114.0
82.2
2,533.3
8.8
2,542.1
590.9
368.4
222.6
3,139.3
92.0
53.8
$
$
$
51
$
$
$
259.0
5.0
264.0
68.8
37.3
12.1
19.4
214.3
12.7
8.4
296.7
3.9
300.6
79.3
40.2
39.1
245.5
12.0
8.8
275.0
2.5
277.5
75.1
41.9
33.1
127.2
6.2
3.8
$
—
(9.4)
(9.4)
—
—
—
—
—
—
—
$
—
(7.4)
(7.4)
—
—
—
—
—
—
$
—
(11.3)
(11.3)
—
—
—
—
—
—
3,095.7
—
3,095.7
783.2
494.2
81.0
208.0
3,643.5
128.5
82.7
3,166.9
—
3,166.9
771.0
458.2
312.8
3,569.1
126.0
91.0
2,808.3
—
2,808.3
666.0
410.3
255.7
3,266.5
98.2
57.6
The Electrical segment manufactures and markets AC and DC commercial, industrial, commercial refrigeration, and HVAC
electric motors and blowers. These products range in size from sub-fractional and fractional to small integral horsepower
motors to larger commercial and industrial motors up to approximately 6,500 horsepower. The Company provides a
comprehensive offering of stock models of electric motors in addition to the motors it produces to specific customer
specifications. The Company also produces and markets precision servo motors, electric generators and controls ranging in size
from five kilowatts through four megawatts, automatic transfer switches and paralleling switchgear to interconnect and control
electric power generation equipment. Additionally, the Electrical segment manufactures and markets a full line of AC and DC
variable speed drives and controllers and other accessories for a variety of commercial and industrial applications. The
Company manufactures capacitors for use in HVAC systems, high intensity lighting and other applications. It sells its
Electrical segment's products to original equipment manufacturers, distributors and end users across many markets.
The Mechanical segment manufactures and markets a broad array of mechanical motion control products including standard
and custom worm gears, bevel gears, helical gears and concentric shaft gearboxes; marine transmissions; custom gearing;
gearmotors; manual valve actuators; and electrical connecting devices. Gear and transmission related products primarily control
motion by transmitting power from a source, such as an electric motor, to an end use, such as a conveyor belt, usually reducing
speed and increasing torque in the process. Valve actuators are used primarily in oil and gas, water distribution and treatment
and chemical processing applications. Mechanical products are sold to original equipment manufacturers, distributors and end
users across many industry segments.
The Company evaluates performance based on the segment's income from operations. Corporate costs have been allocated to
each segment based primarily on the net sales of each segment. The reported net sales of each segment are from external
customers.
The following sets forth net sales by country in which the Company operates for fiscal 2013, fiscal 2012 and fiscal 2011,
respectively (in millions):
Geographic Information:
United States
Rest of the World
2013
Net Sales
2012
2011
$
$
2,017.6
1,078.1
3,095.7
$
$
2,127.2
1,039.7
3,166.9
$
$
1,798.2
1,010.1
2,808.3
U.S. net sales for 2013, 2012 and 2011 represented 65.2%, 67.2% and 64.0% of total net sales, respectively. No individual
foreign country represented a material portion of total net sales for any of the years presented.
The following sets forth long-lived assets by country in which the Company operates for fiscal 2013 and fiscal 2012,
respectively (in millions):
Geographic Information:
United States
Mexico
China
Rest of the World
Long-lived Assets
2013
2012
$
$
244.5
111.4
111.4
106.1
573.4
$
$
232.7
117.2
107.5
115.7
573.1
No other individual foreign country represented a material portion of long-lived assets for any of the years presented.
52
(7) Debt and Bank Credit Facilities
The Company's indebtedness as of December 28, 2013 and December 29, 2012 was as follows (in millions):
Senior Notes
Term Loan
Other
Less: Current Maturities
Non-current Portion
December 28,
2013
December 29,
2012
$
$
750.0
—
17.4
767.4
158.4
609.0
$
$
750.0
55.0
13.5
818.5
63.8
754.7
At December 28, 2013, the Company had $750.0 million of senior notes (the “Notes”) outstanding. During 2011, the Company
issued $500.0 million in senior notes (the “2011 Notes”) in a private placement. The 2011 Notes were issued in seven tranches
with maturities from seven to twelve years and carry fixed interest rates. The Company also has $250.0 million in senior notes
(the “2007 Notes”) issued in two tranches with floating interest rates based on a margin over the London Inter-Bank Offered
Rate (“LIBOR”). Details on the Notes at December 28, 2013 were (in millions):
Floating Rate Series 2007A
Floating Rate Series 2007A
Fixed Rate Series 2011A
Fixed Rate Series 2011A
Fixed Rate Series 2011A
Principal
150.0
100.0
100.0
230.0
170.0
750.0
$
$
Interest Rate
Floating (1)
Floating (1)
4.1%
4.8 to 5.0%
4.9 to 5.1%
Maturity
August 1, 2014
August 1, 2017
July 1, 2018
July 1, 2021
July 1, 2023
(1) Interest rates vary as LIBOR varies. At December 28, 2013, the interest rate was between 0.8% and 0.9%.
The Company has interest rate swap agreements to manage fluctuations in cash flows resulting from interest rate risk (see also
Note 13 of Notes to the Consolidated Financial Statements).
In 2008, the Company entered into a Term Loan Agreement (“Term Loan”) with certain financial institutions, whereby the
Company borrowed an aggregate principal amount of $165.0 million. Prior to 2013, the Company repaid $110.0 million of the
Term Loan. The final $55.0 million payment was made in June 2013 when the loan matured.
The Company also has a $500.0 million revolving credit facility (the"Facility") that matures in 2016. The Facility permits
borrowing at interest rates based upon a margin above LIBOR. The margin varies with the ratio of total funded debt to
EBITDA as defined in the Facility. These interest rates also vary as LIBOR varies. At December 28, 2013 and December 29,
2012, there was no outstanding borrowings on the Facility. The average balance in direct borrowings under the Facility was
$0.6 million and $30.6 million in 2013 and 2012, respectively. The average interest rate paid under the Facility was 1.4% in
2013 and 1.6% in 2012. At December 28, 2013, the Company had approximately $23.6 million in standby letters of credit
issued under the Facility and $476.4 million in available borrowings under the Facility.
At December 28, 2013, other notes payable of approximately $17.4 million were outstanding with a weighted average interest
rate of 2.7%. At December 29, 2012, other notes payable of approximately $13.5 million were outstanding with a weighted
average rate of 2.4%.
Based on rates for instruments with comparable maturities and credit quality, which are classified as Level 2 inputs (see also
Note 14 of Notes to the Consolidated Financial Statements), the approximate fair value of the Company's total debt was $779.6
million and $859.6 million as of December 28, 2013 and December 29, 2012, respectively.
The Notes and the Facility require us to meet specified financial ratios and to satisfy certain financial condition tests. We were
in compliance with all financial covenants as of December 28, 2013. We believe that we will continue to be in compliance with
these covenants for the foreseeable future.
53
Maturities of long-term debt are as follows (in millions):
Year
2014
2015
2016
2017
2018
Thereafter
Total
(8) Retirement Plans
Amount of
Maturity
158.4
0.4
3.3
100.5
100.5
404.3
767.4
$
$
Most of the Company's domestic employees are participants in defined benefit pension plans and/or defined contribution plans.
The defined benefit pension plans covering a majority of the Company's domestic employees have been closed to new
employees and frozen for existing employees. Most foreign employees are covered by government sponsored plans in the
countries in which they are employed. The domestic employee plans include defined contribution plans and defined benefit
pension plans. The defined contribution plans provide for Company contributions based, depending on the plan, upon one or
more of participant contributions, service and profits. Company contributions to domestic defined contribution plans totaled
$9.1 million, $9.8 million, and $5.8 million in 2013, 2012 and 2011, respectively. Company contributions to foreign defined
contribution plans were $12.4 million, $12.0 million and $11.7 million for the same periods.
Benefits provided under defined benefit pension plans are based, depending on the plan, on employees' average earnings and
years of credited service, or a benefit multiplier times years of service. Funding of these qualified defined benefit pension
plans is in accordance with federal laws and regulations. The actuarial valuation measurement date for pension plans is as of
fiscal year end for all periods.
The Company's target allocation, target return and actual weighted-average asset allocation by asset category are as follows:
Target
Actual Allocation
Allocation
Return
2013
2012
Equity investments
Fixed income
Other
Total
73%
17%
10%
100%
8 - 11 %
3.5 - 4.5%
6 - 8%
8.0%
69%
22%
9%
100%
69%
23%
8%
100%
The Company's investment strategy for its defined benefit pension plans is to achieve moderately aggressive growth, earning a
long-term rate of return sufficient to allow the plans to reach fully funded status. Accordingly, allocation targets have been
established to fit this strategy, with a heavier long-term weighting of investments in equity securities. The long-term rate of
return assumptions consider historic returns and volatilities adjusted for changes in overall economic conditions that may affect
future returns and a weighting of each investment class.
The following table presents a reconciliation of the funded status of the defined benefit pension plans (in millions):
54
Change in projected benefit obligation:
Obligation at beginning of period
Service cost
Interest cost
Actuarial (gain) loss
Plan amendments
Less: Benefits paid
Foreign currency translation
Obligation at end of period:
Change in fair value of plan assets:
Fair value of plan assets at beginning of period
Actual return on plan assets
Employer contributions
Less: Benefits paid
Foreign currency translation
Fair value of plan assets at end of period
Funded status
Pension Assets
$
$
$
$
2013
2012
$
181.2
2.9
7.6
(13.5)
—
7.4
—
170.8
$
109.5
21.0
5.5
7.4
—
128.6
$
(42.2 ) $
158.6
2.5
7.9
19.1
0.1
7.3
0.3
181.2
94.4
10.5
11.7
7.3
0.2
109.5
(71.7)
The Company classifies the pension plan investments into Level 1, which refers to securities valued using quoted prices from
active markets for identical assets, Level 2, which refers to securities not traded on an active market but for which observable
market inputs are readily available, and Level 3, which refers to securities valued based on significant unobservable inputs.
Common stocks and mutual funds are valued at the unadjusted quoted market prices for the securities. Real estate fund values
are determined using model-based techniques that include relative value analysis and discounted cash flow techniques.
Common collective trust funds and limited partnership interests are valued based on the net asset value ("NAV") provided by
the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities,
and then divided by the number of shares outstanding. Investments in units of collective trust funds and short-term investment
funds, comprised of cash and money market funds, are valued at their respective NAVs as reported by the funds daily.
December 28, 2013
Total
Level 1
Level 2
Level 3
$
2.0
$
2.0
$
—
$
Cash and cash equivalents
Common stocks:
Domestic equities
International equities
Common collective trust funds:
Fixed income funds
U.S. equity funds
International equity funds
Other
Mutual funds:
U.S. equity funds
Balanced funds
International equity funds
Real estate fund
Global emerging markets fund limited partnership
Total
$
—
—
—
—
—
—
—
—
—
—
5.5
4.6
10.1
22.1
—
—
—
—
—
15.5
12.0
14.2
—
—
65.8
$
—
7.6
12.0
28.0
3.5
1.6
—
—
—
—
—
52.7
$
22.1
7.6
12.0
28.0
3.5
1.6
15.5
12.0
14.2
5.5
4.6
128.6
55
$
December 29, 2012
Total
Level 1
Level 2
Level 3
$
2.1
$
2.1
$
—
$
Cash and cash equivalents
Common stocks:
Domestic equities
International equities
Common collective trust funds:
Fixed income funds
U.S. equity funds
International equity funds
Mutual funds:
U.S. equity funds
Balanced funds
International equity funds
Real estate fund
Global emerging markets fund limited partnership
16.5
6.8
18.4
23.1
6.9
11.9
9.6
5.0
4.9
4.3
16.5
—
—
—
—
11.9
9.6
5.0
—
—
45.1
—
6.8
18.4
23.1
6.9
—
—
—
—
—
55.2
$
—
—
—
—
—
—
—
4.9
4.3
9.2
Total
$
109.5
$
The Level 3 assets noted below represent investments in a real estate fund managed by a major U.S. insurance company and a
global emerging markets fund limited partnership. Estimated values provided by fund management approximate the cost of the
investments. In determining the reasonableness of the methodology used to value the Level 3 investments, the Company
evaluates a variety of factors including reviews of economic conditions, industry and market developments, and overall credit
ratings.
The real estate fund can be redeemed on a quarterly basis and paid within two weeks of the request for redemption. The limited
partnership interest can be redeemed on a monthly basis with immediate payment.
The table below sets forth a summary of changes in the Company's Level 3 assets in its pension plan investments as of
December 28, 2013 and December 29, 2012 (in millions).
Beginning balance
Net purchases
Net gains
Ending balance
December 28,
2013
December 29,
2012
$
$
9.2
0.7
0.2
10.1
$
$
7.4
0.9
0.9
9.2
The following table sets forth a summary of quantitative information about the significant unobservable inputs used in the fair
value measurement of the Level 3 real estate fund for the year ended December 28, 2013 (in millions).
Fair Value
Significant Unobservable Inputs
$
5.5
Exit Capitalization Rate
Discount Rate
5.4% to 7.6%
6.9% to 9.7%
The following table sets forth a summary of quantitative information about the significant unobservable inputs used in the fair
value measurement of the Level 3 real estate fund for the year ended December 29, 2012 (in millions).
Fair Value
Significant Unobservable Inputs
$
4.9
Exit Capitalization Rate
Discount Rate
4.8% to 9.8%
6.3% to 10.5%
56
The Company recognized the funded status of its defined benefit pension plans on the balance sheet as follows (in millions):
Accrued compensation and employee benefits
Pension and other post retirement benefits
Amounts recognized in Accumulated Other Comprehensive Loss
Net actuarial loss
Prior service cost
2013
2012
$
$
$
$
2.5
39.7
42.2
$
$
36.0
1.6
37.6
$
2.5
69.2
71.7
64.9
1.8
66.7
The accumulated benefit obligation for all defined benefit pension plans was $160.1 million and $169.1 million at
December 28, 2013 and December 29, 2012, respectively.
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the Company's pension plans
in which the accumulated benefit obligation exceeded the value of plan assets as of December 28, 2013 were $50.4 million,
$43.0 million and $9.1 million, respectively. The accumulated plan benefit obligation exceeded plan assets for all pension plans
as of December 29, 2012.
The following assumptions were used to determine the projected benefit obligation at December 28, 2013 and December 29,
2012, respectively.
Discount rate
Expected long-term rate of return on assets
2013
4.3% to 5.3%
8.0%
2012
3.5% to 4.5%
8.0%
The objective of the discount rate assumption is to reflect the rate at which the pension benefits could be effectively settled. In
making the determination, the Company takes into account the timing and amount of benefits that would be available under the
plans. The methodology for selecting the discount rate was to match the plan's cash flows to that of a theoretical bond portfolio
yield curve.
Certain of the Company's defined benefit pension plan obligations are based on years of service rather than on projected
compensation percentage increases. For those plans that use compensation increases in the calculation of benefit obligations
and net periodic pension cost, the Company used an assumed rate of compensation increase of 3.0% for the years ended
December 28, 2013 and December 29, 2012.
Net periodic pension benefit costs and the net actuarial loss and prior service cost recognized in other comprehensive income
(“OCI”) for the defined benefit pension plans were as follows (in millions):
Service cost
Interest cost
Expected return on plan assets
Amortization of net actuarial loss
Amortization of prior service cost
Curtailment gain
Net periodic benefit cost
Change in benefit obligations recognized in OCI, net of tax
Prior service cost
Net actuarial loss
Total recognized in OCI
2013
2012
2011
2.9 $
7.6
(8.7)
4.1
0.2
—
6.1 $
0.1 $
2.5
2.6 $
2.5
7.9
(8.0)
3.6
0.2
—
6.2
$
$
(0.3) $
3.6
3.3
$
2.5
7.9
(7.3)
3.2
0.2
(1.7)
4.8
0.2
3.7
3.9
$
$
$
$
57
The estimated prior service cost and net actuarial loss for the defined benefit pension plans that will be amortized from AOCI
into net periodic benefit cost during the 2014 fiscal year are $0.2 million and $2.0 million, respectively.
As permitted under relevant accounting guidance, the amortization of any prior service cost is determined using a straight-line
amortization of the cost over the average remaining service period of employees expected to receive benefits under the plans.
The following assumptions were used to determine net periodic pension cost for fiscal years 2013, 2012 and 2011,
respectively.
Discount rate
Expected long-term rate of return on assets
2013
3.5% to 4.5%
8.0%
2012
4.4% to 5.3%
8.3%
2011
5.2% to 5.9%
8.3%
The Company made contributions to its defined benefit plan of $5.5 million and $11.7 million for the fiscal years ended
December 28, 2013 and December 29, 2012, respectively.
The Company estimates that in 2014 it will make contributions in the amount of $7.9 million to fund its defined benefit pension
plans.
The following pension benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in
millions):
Year
2014
2015
2016
2017
2018
2019 - 2023
$
Expected Payments
8.5
9.0
9.4
9.9
10.7
60.2
(9) Shareholders' Equity
The Company recognized approximately $11.4 million, $9.0 million and $14.3 million in share-based compensation expense in
2013, 2012 and 2011, respectively. The Company recognizes compensation expense on grants of share-based compensation
awards on a straight-line basis over the vesting period of each award. As of December 28, 2013, total unrecognized
compensation cost related to share-based compensation awards was approximately $21.6 million, net of estimated forfeitures,
which the Company expects to recognize over a weighted average period of approximately 2.4 years.
On April 29, 2013, the Company's shareholders approved the 2013 Equity Incentive Plan ("2013 Plan"). The 2013 Plan
authorizes the issuance of 3.5 million shares of common stock for equity-based awards, and terminates any further grants under
prior equity plans. Approximately 3.0 million shares were available for future grant or payment under the 2013 Plan at
December 28, 2013.
During 2012, the Company sold 3.2 million shares of common stock for general corporate purposes, working capital and the
potential funding of acquisitions.
During 2011, the Company issued 2.8 million shares of common stock in connection with the acquisition of EPC.
The table below presents share-based compensation activity for the three fiscal years ended 2013, 2012 and 2011 (in millions):
Total intrinsic value of share-based incentive awards exercised
Cash received from stock option exercises
Income tax benefit from the exercise of stock options
Total fair value of share-based incentive awards vested
$
2013
2012
2011
$
4.0
1.5
0.8
8.5
$
11.1
4.2
2.2
6.6
2.9
1.9
1.4
13.3
Options and Stock Appreciation Rights
The Company uses several forms of share-based incentive awards, including non-qualified stock options, incentive stock
options, and stock appreciation rights (“SAR's”). Options and SAR's generally vest over 5 years and expire 10 years from the
58
grant date. All grants are made at prices equal to the fair market value of the stock on the grant dates, and expire 10 years from
the grant date. The majority of the Company’s annual share-based incentive awards are made in the fiscal second quarter. For
both years ended December 28, 2013 and December 29, 2012, expired and canceled shares were immaterial.
The assumptions used in the Company's Black-Scholes valuation related to grants for options and SAR's were as follows:
Per share weighted average fair value of grants $
Risk-free interest rate
Expected life (years)
Expected volatility
Expected dividend yield
2013
2012
2011
23.01
$
22.45
$
1.1%
7.0
38.5%
1.2%
1.3%
7.0
37.6%
1.2%
25.80
2.3%
7.0
35.6%
1.0%
The average risk-free interest rate is based on U.S. Treasury security rates in effect as of the grant date. The expected dividend
yield is based on the projected annual dividend as a percentage of the estimated market value of the Company's common stock
as of the grant date. The Company estimated the expected volatility using a weighted average of daily historical volatility of
the Company's stock price over the expected term of the award. The Company estimated the expected term using historical
data adjusted for the estimated exercise dates of unexercised awards.
Following is a summary of share-based incentive plan grant activity (options and SAR's) for fiscal 2013.
Number of Shares Under Option
Outstanding at December 29, 2012
Granted
Exercised
Forfeited
Outstanding at December 28, 2013
Exercisable at December 28, 2013
Shares
1,568,425
174,775
(127,636)
(52,294)
1,563,270
791,614
Weighted Average
Exercise Price
Weighted
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic Value (in
millions)
$
54.02
64.99
41.65
63.04
56.04
48.26
6.1
4.5
$
27.3
20.1
As of December 28, 2013, there was $12.2 million of unrecognized compensation cost related to non-vested options and SAR's
that is expected to be recognized as a change to earnings over a weighted average period of 3.1 years.
The amount of options expected to vest is materially consistent with those outstanding and not yet exercisable.
Restricted Stock Awards and Restricted Stock Units
Restricted stock awards ("RSA") and restricted stock units ("RSU") consist of shares or the rights to shares of the Company's
stock. The awards are restricted such that they are subject to substantial risk of forfeiture and to restrictions on their sale or
other transfer. RSU awards are typically granted to eligible employees outside of the United States. As defined in the individual
grant agreements, acceleration of vesting may occur under a change in control, or death, disability or normal retirement of the
grantee.
Following is a summary of RSA award activity for fiscal 2013:
Unvested RSA's at December 29, 2012
Granted
Vested
Forfeited
Unvested RSA's December 28, 2013
Weighted
Average Fair
Value at Grant
Date
Shares
39,180
15,037
(13,500)
—
40,717
$
$
65.42
65.03
61.70
—
66.50
Weighted Average
Remaining
Contractual Term
(years)
2
0.8
59
All of the RSA shares will vest on the third anniversary of the grant date, provided the holder of the share is continuously
employed by the Company until the vesting date. Compensation expense recognized related to the RSA's was $1.3 million for
fiscal 2013.
As of December 28, 2013, there was $0.9 million of unrecognized compensation cost related to non-vested RSA's that is
expected to be recognized as a charge to earnings over a weighted average period of 0.8 years.
Following is a summary of RSU award activity for fiscal 2013:
Unvested RSU's at December 29, 2012
Granted
Vested
Forfeited
Unvested RSU's at December 28, 2013
Shares
Weighted Average
Fair Value at Grant
Date
156,946
90,105
(27,962)
(8,825)
210,264
$
$
64.84
65.03
60.46
63.22
65.57
Weighted Average
Remaining
Contractual Term
(years)
1.9
1.9
All of the RSU's will vest on the third anniversary of the grant date, provided the holder of the share is continuously employed
by the Company until the vesting date. Compensation expense recognized related to the RSU's was $4.2 million for fiscal 2013.
As of December 28, 2013, there was $7.0 million of unrecognized compensation cost related to non-vested RSU's that is
expected to be recognized as a charge to earnings over a weighted average period of 1.9 years.
Performance Share Units
Performance share unit ("PSU") awards consist of shares or the rights to shares of the Company's stock which are awarded to
employees of the Company. These shares are payable upon the determination that the Company achieved certain established
performance targets and can range from 0% to 200% of the targeted payout based on the actual results. Shares awarded in 2013
have a performance period of 3 years. As set forth in the individual grant agreements, acceleration of vesting may occur under a
change in control, death or disability. There are no voting rights with these instruments until vesting occurs and a share of stock
is issued. The PSU awards are valued using a Monte Carlo simulation method as of the grant date.
Following is a summary of PSU award activity for fiscal 2013:
Unvested PSU's at December 29, 2012
Granted
Vested
Forfeited
Unvested PSU's at December 28, 2013
Weighted Average
Fair Value at Grant
Date
Weighted Average
Remaining
Contractual Term
(years)
—
56.71
—
56.71
56.71
2.4
Shares
— $
36,490
—
(760)
35,730
$
Compensation expense for awards granted are recognized based on the targeted payout of 100.0%, net of estimated forfeitures.
Compensation expense recognized related to PSUs was $0.4 million for fiscal 2013. There was no compensation expense
recognized related to PSU's for fiscal 2012. Total future compensation expense for all PSUs granted as of December 28, 2013
is estimated to be $1.5 million recognized as a charge to earnings over a weighted average period of 2.4 years.
Treasury Stock
The Board of Directors has approved repurchase programs of up to 3.0 million common shares of Company stock.
Management is authorized to effect purchases from time to time in the open market or through privately negotiated
transactions.
60
(10) Income Taxes
Income before taxes consisted of the following (in millions):
United States
Foreign
Total
2013
2012
2011
$
$
75.4
95.1
170.5
$
$
121.3
148.6
269.9
$
$
The provision for income taxes is summarized as follows (in millions):
2013
2012
2011
Current
Federal
State
Foreign
Deferred
Total
$
$
15.4
4.8
29.8
50.0
(5.5)
44.5
$
$
24.5
7.2
31.4
63.1
6.5
69.6
$
$
137.0
89.3
226.3
41.6
5.7
18.7
66.0
2.3
68.3
A reconciliation of the statutory Federal income tax rate and the effective tax rate reflected in the consolidated statements of
income follows:
2013
2012
2011
Federal statutory rate
State income taxes, net of federal benefit
Domestic production activities deduction
Foreign rate differential - China
Foreign rate differential - All Other
Research and development credit
Statutory tax rate change
Goodwill impairment
Valuation allowance
Adjustments to tax accruals and reserves
Other
Effective tax rate
35.0%
1.9%
(1.4)%
(4.4)%
(9.2)%
(4.5)%
(2.6)%
13.2%
1.7%
—%
(3.6)%
26.1%
35.0%
2.0%
(1.0)%
(2.1)%
(9.3)%
—%
—%
—%
—%
0.5%
0.7%
25.8%
35.0%
1.7%
(1.7)%
(0.7)%
(4.9)%
—%
—%
—%
—%
0.7%
0.1%
30.2%
Deferred taxes arise primarily from differences in amounts reported for tax and financial statement purposes. The Company's
net deferred tax liability as of December 28, 2013 of $93.5 million is classified on the consolidated balance sheet as a net
current deferred income tax benefit of $46.8 million and a net non-current deferred income tax liability of $140.3 million.
61
The components of this net deferred tax liability are as follows (in millions):
December 28,
2013
December 29,
2012
Accrued employee benefits
Bad debt allowances
Warranty accruals
Inventory
Accrued liabilities
Derivative instruments
Tax loss carryforward
Valuation allowance
Other
Deferred tax assets
Property related
Intangible items
Deferred tax liabilities
Net deferred tax liability
$
$
43.5
2.6
4.9
7.7
13.2
5.9
11.4
(5.9)
1.4
84.7
(41.6)
(136.6)
(178.2)
$
(93.5 ) $
Following is a reconciliation of the beginning and ending amount of unrecognized tax benefits (in millions):
Unrecognized tax benefits, January 1, 2011
Gross increases from prior period tax positions
Gross increases from current period tax positions
Settlements with taxing authorities
Lapse of statute of limitations
Unrecognized tax benefits, December 31, 2011
Gross increases from prior period tax positions
Gross increases from current period tax positions
Settlements with taxing authorities
Lapse of statute of limitations
Unrecognized tax benefits, December 29, 2012
Gross increases from prior period tax positions
Gross increases from current period tax positions
Settlements with taxing authorities
Lapse of statute of limitations
Unrecognized tax benefits, December 28, 2013
$
$
$
$
43.1
1.0
5.7
9.3
11.7
10.7
11.3
(3.0)
0.2
90.0
(39.6)
(133.7)
(173.3)
(83.3)
5.5
1.6
0.2
(0.2)
—
7.1
0.7
—
(1.6)
(0.5)
5.7
1.1
0.3
(2.1)
(0.6)
4.4
Unrecognized tax benefits as of December 28, 2013 amount to $4.4 million, all of which would impact the effective income tax
rate if recognized.
Potential interest and penalties related to unrecognized tax benefits are recorded in income tax expense. During fiscal 2013 and
2012 the Company recognized approximately $0.2 million and $0.1 million in net interest expense, respectively. The Company
did not recognize any net interest expense in fiscal 2011. The Company had approximately $1.3 million, $1.1 million and $1.1
million of accrued interest as of December 28, 2013, December 29, 2012 and December 31, 2011, respectively.
Due to statute expirations, approximately $0.6 million of the unrecognized tax benefits, including accrued interest, could
reasonably change in the coming year.
With few exceptions, the Company is no longer subject to U.S. Federal and state/local income tax examinations by tax
authorities for years prior to 2010, and the Company is no longer subject to non-U.S. income tax examinations by tax
authorities for years prior to 2008.
62
At December 28, 2013 the Company had approximately $11.4 million of tax effected net operating losses in various
jurisdictions with a portion expiring over a period of up to 15 years and the remaining never expiring.
Valuation allowances totaling $5.9 million and $3.0 million as of December 28, 2013 and December 29, 2012, respectively,
have been established for deferred income tax assets primarily related to certain subsidiary loss carryforwards that may not be
realized. Realization of the net deferred income tax assets is dependent on generating sufficient taxable income prior to their
expiration. Although realization is not assured, management believes it is more- likely-than-not that the net deferred income tax
assets will be realized. The amount of the net deferred income tax assets considered realizable, however, could change in the
near term if future taxable income during the carryforward period fluctuates.
At December 28, 2013 the estimated amount of total unremitted non-U.S. subsidiary earnings was $484.1 million. No U.S.
deferred taxes have been provided on the undistributed non-U.S. subsidiary earnings because they are considered to be
permanently invested given the Company's acquisition and growth initiatives. If the Company were to distribute the entire
amount of unremitted earnings, provided it was allowed by each foreign taxing jurisdiction, the amount of unrecognized
deferred income tax liability would be approximately $107.3 million at December 28, 2013.
63
(11) Contingencies and Commitments
One of the Company's subsidiaries that it acquired in 2007 is subject to numerous claims filed in various jurisdictions relating
to certain sub-fractional motors that were primarily manufactured through 2004 and that were included as components of
residential and commercial ventilation units marketed by a third party. These claims generally allege that the ventilation units
were the cause of fires. Based on the current facts, the Company does not believe these claims, individually or in the
aggregate, will have a material effect on its results of operations, financial condition or cash flows.
The Company is, from time to time, party to litigation that arises in the normal course of its business operations, including
product warranty and liability claims, contract disputes and environmental, asbestos, employment and other litigation matters.
The Company's products are used in a variety of industrial, commercial and residential applications that subject the Company
to claims that the use of its products is alleged to have resulted in injury or other damage. The Company accrues for exposures
in amounts that it believes are adequate, and the Company does not believe that the outcome of any such lawsuit individually or
collectively will have a material effect on the Company's financial position, its results of operations or its cash flows.
The Company recognizes the cost associated with its standard warranty on its products at the time of sale. The amount
recognized is based on historical experience. The following is a reconciliation of the changes in accrued warranty costs for
2013 and 2012 (in millions):
December 28,
2013
December 29,
2012
Beginning balance
Less: Payments
Provisions
Acquisitions
Translation adjustments
Ending balance
$
$
$
20.9
19.4
16.5
1.4
(0.1)
19.3
$
24.2
33.4
30.0
0.1
—
20.9
(12) Leases and Rental Commitments
Rental expenses charged to operations amounted to $39.5 million in 2013, $36.7 million in 2012 and $32.2 million in 2011.
The Company has future minimum rental commitments under operating leases as shown in the following table (in millions):
Year
2014
2015
2016
2017
2018
Thereafter
Expected Payments
$
28.2
20.0
10.8
8.3
6.2
10.5
64
(13) Derivative Financial Instruments
The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed using
derivative instruments are commodity price risk, currency exchange risk, and interest rate risk. Forward contracts on certain
commodities are entered into to manage the price risk associated with forecasted purchases of materials used in the Company's
manufacturing process. Forward contracts on certain currencies are entered into to manage forecasted cash flows in certain
foreign currencies. Interest rate swaps are entered into to manage interest rate risk associated with the Company's floating rate
borrowings.
The Company is exposed to credit losses in the event of non-performance by the counterparties to various financial agreements,
including its commodity hedging transactions, foreign currency exchange contracts and interest rate swap agreements.
Exposure to counterparty credit risk is managed by limiting counterparties to major international banks and financial
institutions meeting established credit guidelines and continually monitoring their compliance with the credit guidelines. The
Company does not obtain collateral or other security to support financial instruments subject to credit risk. The Company does
not anticipate non-performance by its counterparties, but cannot provide assurances.
The Company recognizes all derivative instruments as either assets or liabilities at fair value in the statement of financial
position. The Company designates commodity forward contracts as cash flow hedges of forecasted purchases of commodities,
currency forward contracts as cash flow hedges of forecasted foreign currency cash flows and interest rate swaps as cash flow
hedges of forecasted LIBOR-based interest payments. There were no significant collateral deposits on derivative financial
instruments as of December 28, 2013.
For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the
derivative is reported as a component of accumulated other comprehensive income (loss) and reclassified into earnings in the
same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing
either hedge ineffectiveness or changes in market value of derivatives not designated as hedges are recognized in current
earnings. At December 28, 2013 and December 29, 2012 the Company had $(0.7) million and $0.3 million, net of tax, of
derivative (losses) gains on closed hedge instruments in AOCI that will be realized in earnings when the hedged items impact
earnings.
The Company had outstanding the following notional amounts to hedge forecasted purchases of commodities (in millions):
Copper
Aluminum
December 28,
2013
December 29,
2012
$
$
114.5
9.7
132.8
8.5
As of December 28, 2013, the maturities of commodity forward contracts extended through December, 2014.
The Company had outstanding the following notional amounts of currency forward contracts (in millions):
Mexican Peso
Chinese Renminbi
Indian Rupee
Euro
Thai Baht
Australian Dollar
December 28,
2013
December 29,
2012
$
$
203.0
142.3
36.8
11.4
4.1
1.5
174.8
108.6
37.4
—
17.3
7.1
As of December 28, 2013, the maturities of currency forward contracts extended through December 2015.
As of December 28, 2013 and December 29, 2012, the total notional amount of the Company's receive-variable/pay-fixed
interest rate swaps was $250.0 million (with maturities extending to August 2017).
65
Fair values of derivative instruments were (in millions):
Prepaid
Expenses
Other Noncurrent
Assets
Hedging Obligations
(Current)
Hedging Obligations
December 28, 2013
$
Designated as hedging
instruments:
Interest rate swap contracts
Currency contracts
Commodity contracts
Not designated as hedging
instruments:
Currency contracts
Commodity contracts
Total Derivatives
$
— $
8.4
4.0
—
0.7
13.1
$
— $
0.7
—
—
—
0.7
$
$
5.7
3.0
1.7
0.1
0.8
11.3
$
16.1
0.7
—
—
—
16.8
Prepaid
Expenses
Other Noncurrent
Assets
Hedging Obligations
(Current)
Hedging Obligations
December 29, 2012
Designated as hedging
instruments:
Interest rate swap contracts
Currency contracts
Commodity contracts
Not designated as hedging
instruments:
Commodity contracts
Total Derivatives
$
$
— $
6.8
3.6
0.6
11.0
$
— $
2.3
0.2
—
2.5
$
$
—
4.6
1.2
0.5
6.3
$
35.4
0.3
—
—
35.7
Derivatives Designated as Cash Flow Hedging Instruments
The effect of derivative instruments on the consolidated statements of income and comprehensive income for the three fiscal
years in the period ended December 28, 2013 were (in millions):
Commodity
Forwards
Currency
Forwards
Fiscal 2013
Interest
Rate
Swaps
Total
$
(11.3)
$
8.8
$
0.7
$
(1.8)
—
(8.3)
—
(0.9)
7.5
—
—
—
(12.8)
(0.9)
(0.8)
(12.8)
Gain (Loss) recognized in Other
Comprehensive Income (Loss)
Amounts reclassified from Other
Comprehensive Income (Loss):
Loss recognized in Net Sales
Loss (Gain) recognized in Cost
of Sales
Loss recognized in Interest
Expense
66
Gain (Loss) recognized in Other
Comprehensive Income (Loss)
Amounts reclassified from Other
Comprehensive Income (Loss):
Loss recognized in Net Sales
Loss recognized in Cost of
Sales
Loss recognized in Interest
Expense
Loss recognized in Other
Comprehensive Income (Loss)
Amounts reclassified from Other
Comprehensive Income (Loss):
Gain recognized in Net Sales
Gain recognized in Cost of
Sales
Loss recognized in Interest
Expense
Commodity
Forwards
Currency
Forwards
Interest Rate
Swaps
Total
Fiscal 2012
$
8.5
$
23.9
$
(5.7) $
26.7
—
(9.7)
—
(1.6)
(3.4)
—
—
—
(12.4)
Commodity
Forwards
Currency
Forwards
Interest Rate
Swaps
Total
Fiscal 2011
$
(29.4)
$
(26.7) $
(16.0) $
—
21.4
—
0.2
5.7
—
—
—
(13.1)
(1.6)
(13.1)
(12.4)
(72.1)
0.2
27.1
(13.1)
The ineffective portion of hedging instruments recognized was immaterial for all periods presented.
Derivatives Not Designated as Cash Flow Hedging Instruments
The effect of derivative instruments on the consolidated statement of income for the three fiscal years in the period ended
December 28, 2013 were (in millions):
(Loss) Gain recognized in Cost of Sales
$
(0.1) $
Commodity Forwards
Fiscal 2013
Currency Forwards
0.5
$
Total
Gain recognized in Cost of Sales
Commodity Forwards
0.1
$
Fiscal 2012
Currency Forwards
—
$
$
Total
0.4
0.1
Fiscal 2011
Loss recognized in Cost of Sales
Commodity Forwards
—
$
$
Currency Forwards
Total
(0.1) $
(0.1)
The net AOCI balance related to hedging activities of $(9.5) million losses at December 28, 2013 includes $(2.1) million of net
current deferred losses expected to be reclassified to the statement of income in the next twelve months. There were no gains or
losses reclassified from AOCI to earnings based on the probability that the forecasted transaction would not occur.
The Company's commodity and currency derivative contracts are subject to master netting agreements with the respective
counterparties which allow the Company to net settle transactions with a single net amount payable by one party to another
party. The Company has elected to present the derivative assets and derivative liabilities on the Consolidated Balance Sheets
on a gross basis for the periods ended December 28, 2013 and December 29, 2012.
67
The following table presents the derivative assets and derivative liabilities presented on a net basis under enforceable master
netting agreements (in millions):
December 28, 2013
Gross Amounts as
Presented in the
Consolidated
Balance Sheet
Derivative
Contract Amounts
Subject to Right of
Offset
Derivative Contracts as
Presented on a Net Basis
$
Prepaid Expenses and Other Current Assets:
Derivative Currency Contracts
Derivative Commodity Contracts
Other Noncurrent Assets:
Derivative Currency Contracts
Hedging Obligations Current:
Derivative Currency Contracts
Derivative Commodity Contracts
Hedging Obligations:
Derivative Currency Contracts
8.4
4.7
0.7
3.1
2.5
0.7
$
(0.6) $
(2.4)
(0.2)
(0.6)
(2.4)
(0.2)
7.8
2.3
0.5
2.5
0.1
0.5
December 29, 2012
Gross Amounts as
Presented in the
Condensed
Consolidated Balance
Sheet
Derivative
Contract Amounts
Subject to Right of
Offset
Derivative Contracts as
Presented on a Net Basis
$
Prepaid Expenses and Other Current Assets:
Derivative Currency Contracts
Derivative Commodity Contracts
Other Noncurrent Assets:
Derivative Currency Contracts
Derivative Commodity Contracts
Hedging Obligations Current:
Derivative Currency Contracts
Derivative Commodity Contracts
Hedging Obligations:
Derivative Currency Contracts
6.8
4.2
2.3
0.2
4.6
1.7
0.3
$
(1.5) $
(1.3)
—
—
(1.6)
(1.2)
—
5.3
2.9
2.3
0.2
3.0
0.5
0.3
68
(14) Fair Value
Fair value is defined 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 (exit price). The inputs used to measure fair value are classified into the
following hierarchy:
Level 1
Level 2
Level 3
Unadjusted quoted prices in active markets for identical assets or liabilities
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
Unobservable inputs for the asset or liability
The Company uses the best available information in measuring fair value. Financial assets and liabilities are classified in their
entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth the
Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 28, 2013
and December 29, 2012, respectively (in millions):
Assets:
Prepaid expenses and other current assets:
Derivative currency contracts
Derivative commodity contracts
Investments
Other noncurrent assets:
Assets Held in Rabbi Trust
Derivative currency contracts
Derivative commodity contracts
Liabilities:
Other accrued expenses:
Deferred contingent purchase price
Hedging obligations current:
Interest rate swap
Derivative currency contracts
Derivative commodity contracts
Hedging obligations:
Interest rate swap
Derivative currency contracts
Other noncurrent liabilities:
Deferred contingent purchase price
December 28,
2013
December 29,
2012
Classification
$
$
8.4
4.7
7.6
5.1
0.7
—
8.3
5.7
3.1
2.5
16.1
0.7
1.4
6.8
4.2
8.3
2.6
2.3
0.2
—
—
4.6
1.7
35.4
0.3
21.1
Level 2
Level 2
Level 2
Level 1
Level 2
Level 2
Level 3
Level 2
Level 2
Level 2
Level 2
Level 2
Level 3
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between participants at the measurement date.
Level 1 fair value measurements are carried at market value. As of December 28, 2013, market value for Level 1 assets
approximates cost.
Level 2 fair value measurements for derivative assets and liabilities are measured using quoted prices in active markets for
similar assets and liabilities. Interest rate swaps are valued based on the six-month LIBOR swap rate for similar instruments.
Foreign currency forwards are valued based on exchange rates quoted by domestic and foreign banks for similar instruments.
Fair value of debt was estimated using Level 2 fair value measurements based on quoted market values. The carrying value of
debt includes adjustments related to fair value hedges (see Note 7 of Notes to the Consolidated Financial Statements for the fair
value estimate of debt).
69
Level 3 liabilities are comprised entirely of the deferred contingent purchase price of the Company's acquisitions and are
measured using Level 3 inputs. The fair value was determined using valuation techniques based on risk and probability
adjusted discounted cash flows.
The Company did not change its valuation techniques during fiscal 2013.
The table below sets forth a summary of changes in fair market value of the Company's Level 3 liabilities as of December 28,
2013 and December 29, 2012, respectively (in millions):
Year Ended
December 28,
2013
December 29,
2012
Beginning balance
Expense
Acquisitions
Fair value adjustment
Payments
Ending balance
$
$
$
21.1
1.1
—
(12.3 )
(0.2 )
9.7
$
23.5
1.2
0.4
—
(4.0)
21.1
The liabilities described above are comprised entirely of the deferred contingent purchase price of the Company's acquisitions
and are measured using Level 3 inputs. The fair value was determined using valuation techniques based on risk and probability
adjusted discounted cash flows.
The Electrical segment reporting unit with slower than expected adoption of switched reluctance motor technology has a
deferred contingent purchase price liability that was adjusted as a result of changes in future performance expectations that
reduced discounted cash flows and increased risk and probability adjustments. This resulted in a $12.3 million decrease in the
deferred contingent purchase price liability.
(15) Related Party Transactions
As part of the consideration paid for the acquisition of Elco on November 1, 2010, the Company assumed $22.3 million
payable to an entity that is affiliated with its Elco Group B.V. joint venture partner resulting from a bankruptcy proceeding
involving Elco. A total of $10.5 million was paid during 2012 representing the final payments to the affiliate.
70
(16) Restructuring Activities
During fiscal 2013 and 2012, the Company announced the closure of several of its manufacturing and warehouse facilities and
consolidation into existing facilities to simplify manufacturing operations in its Electrical segment. As a result of these
closures, the Company incurred expenses including employee termination and plant relocation costs. The employee termination
expenses are accrued over the vesting period while the plant relocation costs are expensed as incurred.
The following is a reconciliation of provisions and payments for the restructuring projects for 2013 and 2012 (in millions):
December 28,
2013
December 29,
2012
Beginning balance
Provision
Less: Payments
Ending Balance
$
$
3.1
6.2
5.4
3.9
$
$
The following is a reconciliation of expenses by type for the restructuring projects in 2013 and 2012 (in millions):
Employee termination expenses
Property, plant and equipment disposals
Other expenses
Total restructuring expenses
2013
2012
$
$
2.2
1.9
2.1
6.2
$
$
—
9.6
6.5
3.1
4.5
2.1
3.0
9.6
For fiscal 2013, restructuring charges of $5.4 million and $0.8 million were recorded in Cost of Sales and Operating Expenses,
respectively. For fiscal 2012, restructuring charges of $6.9 million and $2.7 million were recorded in Cost of Sales and
Operating Expenses, respectively.
(17) Subsequent Event
On February 7, 2014, the Company announced the acquisition of Hy-Bon Engineering Company, Inc. (Hy-Bon), a leader in
vapor recovery solutions for oil and gas applications.
71
SHAREHOLDER INFORMATION
Transfer Agent, Registrar and Dividend Disbursing Agent
First Class, Registered & Certified Mail:
Computershare Investor Services
PO Box 30170
College Station, TX 77842-3170
OVERNIGHT COURIER
Computershare Investor Services
211 Quality Circle, Suite 210
College Station, TX 77845
Shareholder website: www.computershare.com/investor
Shareholder online inquiries:
https://www-us.computershare.com/investor/Contact
CASH DIVIDENDS AND STOCK SPLITS
During 2013, four quarterly cash dividends were declared
on Regal Beloit Corporation common stock. If you have not
received all dividends to which you are entitled, please
write or call Computershare at the address above.
Regal Beloit paid its first cash dividend in January 1961.
Since that date, Regal Beloit has paid 214 consecutive
quarterly dividends through January 2014. The Company
has increased cash dividends 41 times in the 52 years these
dividends have been paid. The dividend has never been
reduced. The Company has also declared and issued 15
stock splits/dividends since inception.
PUBLIC INFORMATION AND REPORTS
Shareholders can view Company documents on the internet
on the Company’s website at www.regalbeloit.com that also
includes a link to the Security and Exchange Commission’s
EDGAR website. From the website, shareholders may also
request copies of news releases of Forms 10-K and 10-Q as
filed by the Company with the Securities and Exchange
Commission.
Please direct information request to:
Regal Beloit Corporation
Attn: Investor Relations
200 State Street
Beloit, WI 53511-6254
Email: investor@regalbeloit.com
www.regalbeloit.com
AUDITORS
Deloitte & Touche LLP, Milwaukee, Wisconsin
NOTICE OF ANNUAL MEETING
The Annual Meeting of Shareholders will be held at 9:00am
CDT, on Monday, April 28, 2014 at Regal Beloit
Corporation Headquarters, Packard Learning Center, 200
State Street, Beloit, WI 53511-6254.
Regal-Beloit Corporation is a Wisconsin Corporation listed
on the NYSE under the symbol RBC.
BUSINESS LEADERS
TOM BECK
President, Unico
STEVE DONITHAN
President, Regal China
DAN DREXLER
Vice President, Hermetic
PAUL GOLDMAN
Vice President, HVAC
JOHN KUNZE
Vice President,
Air Moving and Commercial Refrigeration
FUNCTIONAL LEADERS
VIVEK BHARGAVA
Vice President, Quality
SCOTT BROWN
Sr. Vice President, Manufacturing
MIKE LOGSDON
Vice President Technology
DENNIS MIKULECKY
Vice President, Human Resources
ERIC MCGINNIS
Vice President, Business Development
STEVE O’BRIEN
Vice President,
Commercial and Industrial Motors
DAVE BRICK
Vice President, Mechanical
JOHN THOMAS
Vice President, Asia Pacific
MIKE WICKISER
Sr. Vice President, Commercial and Industrial,
Motors and Generators
PETE ROWLEY
Vice President, Corporate Controller
LINDA SHAW
Vice President, Customer Care and Logistics
SARAH SUTTON
Vice President, Financial Planning and Analysis
RICK ZAJCHOWSKI
Vice President, Global Supply Chain
72
CORPORATE INFORMATION
Regal’s October 2013 Board Meeting was held in China. Pictured above, the Directors and Officers gathered outside of our new Marathon-Gexin generator
manufacturing facility.
BOARD OF DIRECTORS
Stephen M. Burt (2)(3)
Managing Director
Duff & Phelps
Director since 2010
Christopher L. Doerr (2)*
Co-Chief Executive Officer
Passage Partners LLC
Former President—Co-Chief Executive Officer
LEESON Electric Corporation
Director since 2003
Thomas J. Fischer (1)*
Former Managing Partner, Milwaukee Office
Arthur Andersen LLP
Director since 2004
Dean A. Foate (2)
President and Chief Executive Officer
Plexus Corporation
Director since 2005
Mark J. Gliebe
Chairman and Chief Executive Officer
Regal Beloit Corporation
Director since 2007
Henry W. Knueppel
Former Chairman and Chief Executive Officer
Regal Beloit Corporation
Director since 1987
Rakesh Sachdev (3)*
President and Chief Executive Officer
Sigma—Aldrich Corporation
Director since 2007
Carol N. Skornicka (3)
Former Sr. Vice President—Corporate Affairs,
Former Secretary and General Counsel
Midwest Air Group
Director since 2006
Curtis W. Stoelting (1) (4)
Former Chief Executive Officer
TOMY International
Director since 2005
Jane L. Warner (1)
Former Executive Vice President,
Decorative Surfaces and Finishing Systems
Illinois Tool Works
Director since 2013
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Committee assignments as of July 2013
(1) Member of Audit Committee
(2)
(3)
Member of Compensation and Human Resources
Committee
Member of Corporate Governance and Director Affairs
Committee
(4) Presiding Director
*
Committee Chairman
COMPANY OFFICERS
John Avampato
VP Chief Information Officer
Terry Colvin
VP Corporate Human Resources
Mark Gliebe
Chairman and Chief Executive Officer
Chuck Hinrichs
VP Chief Financial Officer
Jon Schlemmer
Chief Operating Officer
Peter Underwood
VP General Counsel & Secretary
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Regal Beloit Corporation
Corporate Office
200 State Street
Beloit, Wisconsin 53511-6254
Phone: (608) 364-8800