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2 019 A n n u a l R e p o r t
C R E AT I N G A B E T T E R T O M O R R O W ™. . .
What to expect from us
Integrity | Responsibility | Diversity & Inclusion |
Customer Success | Innovation with Purpose | Continuous Improvement | Performance | Passion to Win
Dear Shareholders,
It was an exhilarating year of change at Regal, and
I am excited to update you on where we have
been, where we are today, and where we plan to
go in the future. I want to thank the Regal Board
of Directors for the opportunity and the trust they
have bestowed on me to lead this great company.
Regal was established more than a half-century
ago to serve customer needs with distinctive,
well-crafted solutions. We are committed to
continuing the legacy built by our predecessors and
are focused on driving the company forward for
another 65 years.
Let me begin with a summary of our 2019
performance, share strategic actions we took
during the year, and summarize my view on why
Regal is both a great company and an investment
with a bright future.
2019 Business Highlights
Regal faced a challenging year, but I am truly
proud of how our team responded and ultimately
positioned the company for profitable growth.
Macro conditions were challenging; we saw a
slowdown in industrial markets, particularly in the
U.S. and China, in large part due to trade issues.
We experienced reduced demand and inventory
reductions driven by weakness in the industrial
distribution channel, HVAC, oil & gas, and pool
pump markets. Despite a challenging sales
environment, we delevered at a solid 15.5% rate as
a result of our 80/20, lean, productivity, and supply
chain actions that helped simplify our business. We
also generated free cash flow at 150% of adjusted
net income.
Strategic Actions for the Future
In 2019, we recognized that our centralized
organizational approach had run its course and
that Regal needed to decentralize in order to drive
a higher level of accountability throughout the
organization. There is now a focus on the P&L at
a business unit level that did not exist in the past.
In fact, full P&L visibility was previously only at
the segment level. Moving into 2020, we are now
reviewing P&Ls across 23 business units and more
than 60 manufacturing plants.
Next, we launched our 80/20 initiative. It is my
fundamental belief that if a customer values your
product, it will be clear in the margin you earn. The
80/20 methodology focuses our efforts on 80%
of our sales, which are derived from 20% of our
customers. We are simplifying our product offering
so that we can over-serve these critical customers.
It is still the early days for 80/20 at Regal, but we
are off to a great start.
We began a second phase of simplification with
a number of plant consolidations and plans to
rationalize our product offering. These activities
will drive significant savings and improve Regal’s
margins in 2020 and beyond.
We strengthened organizational discipline around
capital investment decision making. Whether new
product development, new market penetration,
investment in inventory for growth, CapEx, or
M&A, we demand a returns-based approach to
maximize shareholder value.
Through decentralization and subsequent creation
of business units, we restated our core values
emphasizing that Integrity, first and foremost,
is what to expect from Regal, while instilling a
passion to win and a sense of urgency in all we
do (the full list of our core values can be found at
the top of this letter). We infused new leadership
talent to fill new roles and bring fresh perspectives,
“ MEASURABLE
ENVIRONMENTAL
RESULTS BRING
MEANING TO
SUSTAINABILITY
AT REGAL.”
2
2
What to expect from us
Integrity | Responsibility | Diversity & Inclusion |
Customer Success | Innovation with Purpose | Continuous Improvement | Performance | Passion to Win
...all with a sense of urgency
“ WE BELIEVE OUR
STRATEGY, INITIATIVES,
AND CAPITAL
MANAGEMENT WILL
FIRMLY PUT US ON A
ROAD TO 300 BASIS
POINTS OF MARGIN
EXPANSION BY 2022.”
ideas, and a new sense of urgency. Balanced with
our tenured team, this new organization will have a
long-term, positive impact on our performance.
It was a foundational year for Regal and has
undoubtedly put us on a path for profitable growth.
A Compelling Investment
When you think Regal, you should think
energy efficiency, electrification and digital
connectivity—global trends on which Regal is
well-positioned to capitalize. This is enabled by our
wealth of brands with differentiated technologies
that solve customer challenges.
Our global footprint is a competitive advantage.
It enables us to produce in the most cost-
advantaged locations, in proximity to our
customers, and in a flexible manner.
80/20 is now the way we think and operate.
It is a powerful, margin-improving methodology.
Free cash flow has been and will continue to be
a strength of Regal. We complement that with
a balanced capital allocation approach rooted in
returns-based analysis and decision making. Simply
put, we invest capital where it provides the best
long-term return for shareholders.
Finally, sustainability is much promoted but not
always well defined. At Regal, sustainability
starts with solid governance—we have a strong
board that brings tremendous diversity in
background, experience and thought to guidance
and decision-making. In our values, it stems from
our emphasis on every associate’s responsibility
to all stakeholders and, in a special way, to the
communities in which we live and operate.
Increasingly, it can be seen in our products
that reduce energy consumption and minimize
emissions, and in our operations where we
have reduced energy, water consumption, and
hazardous waste disposal by as much as 40% over
the last three years. Measurable environmental
results bring meaning to sustainability, and Regal is
doing its part to help the planet.
Ready for the Next Stage in The Regal Journey
We believe our strategy, initiatives, and capital
management will firmly put us on a road to 300
basis points of margin expansion by 2022 with an
8–10% CAGR (Compounded Annual Growth Rate)
in adjusted earnings per share during this period.
This will be accomplished through growth as well
as leveraging our cost-out initiatives.
From all this, expect Regal to continue to live by
our core values and drive a business focused on
technology differentiation, improving sustainability
through our products, operating with a world-class
business system led by top talent, performing
with gross margins approaching 35% and a
GDP+ growth profile with reduced cyclicality,
and generating total shareholder returns in
the top quartile.
I am truly excited about our future!
On behalf of the Regal team worldwide, I want to
thank all our stakeholders including our associates,
our customers, and our shareholders for their
commitment to—and confidence in—Regal.
Sincerely,
Louis V. Pinkham,
Chief Executive Officer
We create a better tomorrow by efficiently converting power into motion.
3
Climate Solutions
The Climate Solutions segment produces small
motors, electronic variable speed controls,
and air moving solutions. These products
serve markets including residential and
light commercial HVAC, water heaters, and
commercial refrigeration.
Power Transmission Solutions
The Power Transmission Solutions segment
manufactures, sells and services drives,
gearing, bearings, couplings, belts, conveying
components, and pump drives. These products
serve markets including beverage, bulk handling,
metals, special machinery, energy, aerospace,
and general industrial.
SALES BY REGION
SALES BY REGION
ASIA PACIFIC
EUROPE
LATIN AMERICA
ASIA PACIFIC
EUROPE
NORTH AMERICA
NORTH AMERICA
The Genteq® Ensite® motor provides up to 80% efficiency in
residential HVAC installations; Near Field Communication (NFC)
enables programming by app without powering the motor.
The System Plast® ModSort® easily diverts, transfers, and
sorts multiple package types and efficiently handles polybags
without gaps or catching. It has unlimited motion control,
and runs efficiently with on-demand technology.
4
Commercial Systems
The Commercial Systems segment produces
AC and DC motors, electronic variable speed
controls, fans, and blowers. These products
serve markets including commercial HVAC, pool
and spa, irrigation, dewatering, agriculture, and
general commercial equipment.
Industrial Systems
The Industrial Systems segment produces
integral motors, generators, alternators, and
switchgear. These products serve markets
including agriculture, marine, mining, oil
and gas, food and beverage, data centers,
healthcare, prime and standby power, and
general industrial equipment.
SALES BY REGION
SALES BY REGION
EUROPE
EUROPE
ASIA PACIFIC
ASIA PACIFIC
NORTH AMERICA
AMERICAS
The Nicotra-Gebhardt® RQM MULTIEVO Centrifugal Fan reduces
energy costs by 50% compared to belt driven fans. System
energy consumption is 25% lower than competitive offerings.
Marathon® TerraMAX® motors deliver performance and long-
lasting reliability with robust features. These IEC, low-voltage
motors meet NEMA performance and efficiency standards and
are built for industrial-duty applications worldwide.
5
2 019 A n n u a l R e p o r t
o n Fo r m 10 - K
Regal Beloit Corporation
200 State Street
Beloit, Wisconsin 53511
608-364-8800
6
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, 2019
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 ($0.01 Par Value)
Securities registered pursuant to
Section 12 (g) of the Act
Name of Each Exchange on
Which Registered
New York Stock Exchange
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 every Interactive Data File required to be submitted 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 such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth
company" in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer
Non-accelerated filer
☒
☐
Accelerated Filer
Smaller Reporting Company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate 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, 2019 was approximately $3.4 billion.
On February 17, 2020, the registrant had outstanding 40,654,327 shares of common stock, $0.01 par value, which is registrant's only class of common
stock.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2020 (the “2020 Proxy
Statement”) is incorporated by reference into Part III hereof.
1
REGAL BELOIT CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR YEAR ENDED DECEMBER 28, 2019
TABLE OF CONTENTS
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
PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
PART II
Item 5
Item 6
Item 7
Item 7A
Quantitative and Qualitative Disclosures about Market Risk
Item 8
Item 9
Item 9A
Item 9B
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
PART IV
Item 15
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executives Compensation
Security Ownership of Certain Beneficial Owners and Management
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services
Exhibits, Financial Statement Schedule
Item 16
Form 10-K Summary
Page
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24
26
28
39
43
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96
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103
2
CAUTIONARY STATEMENT
Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” intended to qualify for the safe
harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based
on management’s expectations, beliefs, current assumptions, and projections. When used in this Annual Report on Form 10-K,
words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or the negative
thereof or similar words are intended to identify forward-looking statements. These forward-looking statements are not
guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond
our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking
statements. Those factors include, but are not limited to:
• uncertainties regarding our ability to execute our restructuring plans within expected costs and timing;
•
actions taken by our competitors and our ability to effectively compete in the increasingly competitive global electric
motor and controls, power generation and power transmission industries;
• our ability to develop new products based on technological innovation, such as the Internet of Things ("IoT"), and
marketplace acceptance of new and existing products, including products related to technology not yet adopted or
utilized in certain geographic locations in which we do business;
fluctuations in commodity prices and raw material costs;
•
• our dependence on significant customers;
•
•
risks associated with global manufacturing;
issues and costs arising from the integration of acquired companies and businesses and the timing and impact of purchase
accounting adjustments;
effects on earnings of any significant impairment of goodwill or intangible assets;
•
• prolonged declines or disruption in one or more markets we serve, such as heating, ventilation, air conditioning
•
("HVAC"), refrigeration, power generation, oil and gas, unit material handling or water heating;
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, government policies, including policy changes affecting taxation,
trade, tariffs, immigration, customs, border actions and the like, and other external factors that we cannot control;
• product liability and other litigation, or claims by end users, government agencies or others that our products or our
customers’ applications failed to perform as anticipated, particularly in high volume applications or where such failures
are alleged to be the cause of property or casualty claims;
• our overall debt levels and our ability to repay principal and interest on our outstanding debt;
•
changes in the method of determining London Interbank Offered Rate ("LIBOR"), or the replacement of LIBOR with
an alternative reference rate;
• unanticipated liabilities of acquired businesses;
• unanticipated adverse effects or liabilities from business exits or divestitures;
• unanticipated costs or expenses we may incur related to product warranty issues;
• 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;
losses from failures, breaches, attacks or disclosures involving our information technology infrastructure and data;
cyclical downturns affecting the global market for capital goods; 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 US Securities and Exchange Commission.
Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking
statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements
included in this Annual Report on Form 10-K are made only as of the date of this report, and we undertake no obligation to update
these statements to reflect subsequent events or circumstances. Additional information regarding these and other risks and
uncertainties is included in Part I - Item 1A - Risk Factors in this Annual Report on Form 10-K.
3
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 the 2020 Proxy Statement, or to
information contained in specific sections of the 2020 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, 2019 as “fiscal 2019", the fiscal year ended December 29, 2018 as “fiscal 2018" and the fiscal year ended
December 30, 2017 as “fiscal 2017".
ITEM 1 - BUSINESS
Our Company
Regal Beloit Corporation (NYSE: RBC), based in Beloit, Wisconsin (USA), is a leading manufacturer of electric motors,
electrical motion controls, power generation and power transmission products serving markets throughout the world. Effective
December 28, 2019, we transitioned from three operating segments to four operating segments to align with the change to our
management structure and operating model. Our four operating segments are: Commercial Systems, Industrial Systems, Climate
Solutions and Power Transmission Solutions.
General
Commercial Systems Segment
Our Commercial Systems segment designs, manufactures and sells primarily:
• AC and DC motors from fractional to approximately 5 horsepower, electronic variable speed controls, fans and blowers
for commercial applications. These products are sold directly to original equipment manufacturers ("OEMs") and end-
user customers through our distribution network and our network of direct and independent sales representatives. Typical
applications include commercial building ventilation and HVAC, fan, blower and compressor motors, fans, blowers,
water pumps for pools, spas, irrigation, and dewatering, and general commercial equipment. Our customers tend to be
large and small OEMs and distributors, and their desire for high quality services and, in many cases, more efficient
motor-based solutions is providing us an increasing opportunity to add more value to their applications with energy
efficient motor and integrated electronic control solutions.
• Precision stator and rotor kits from 5 to 2,900 horsepower for air conditioning, heat pump and refrigeration compressor
applications, which are sold directly to OEM customers.
Industrial Systems Segment
Our Industrial Systems segment designs, manufactures and sells primarily:
•
Integral and large AC motors from approximately 3 to 12,000 horsepower (up to 10,000 volts) for general industrial
applications, along with aftermarket parts and kits to support such products. These products are sold directly to OEMs
and end-user customers through our distribution network and our network of direct and independent sales
representatives. Our manufacturing and selling capabilities extend across the globe, serving four strategic verticals:
distribution, pump and compressors, HVAC and air moving, and general industries and large motors. Within these
verticals are several end-market applications, including agriculture, marine, mining, oil and gas, and food and beverage,
as well as other process applications.
• Electric alternators for prime and standby power applications from 5 kilowatts through 4 megawatts (in 50 and 60Hz)
sold directly to OEMs or through our network of sales representatives. These products can be standard, custom, or
4
engineered solutions that are used in a variety of markets, including data centers, marine, agriculture, healthcare, mobile,
and defense.
• Power generation switchgear for prime power, standby power, distributed generation and cogeneration applications and
residential, automatic, and bypass isolation transfer switches. These products are primarily custom engineered designs
tailored to the specific application and delivered to meet customer’s demanding needs.
As leaders in quality, efficiency and innovation, we are the ideal partner for our customers who are striving to provide the highest
value motor-based solutions.
Climate Solutions Segment
Our Climate Solutions segment designs, manufactures and sells primarily:
• Fractional motors, electronic variable speed controls and blowers used in a variety of residential and light commercial
air moving applications including HVAC systems and commercial refrigeration. These 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 and water heaters. A majority of our HVAC motors and blowers, 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.
• Fractional horsepower motors and blowers are also used across a wide range of other applications including white goods,
water heating equipment, small pumps, compressors, and fans, and other small appliances. Demand for these products
is driven primarily by consumer and light commercial market segments.
Power Transmission Solutions Segment
Our Power Transmission Solutions segment designs, manufactures and sells primarily:
• Mounted and unmounted bearings. Unmounted bearings are offered in a variety of types and styles. These include cam
followers, radial bearings, and thrust bearings. Mounted bearings include industry specific designs that aim to solve
customer problems. They are all available with a variety of options and sizes and include aerospace and specialty
bearings, mounted bearings, unmounted bearings, and corrosion resistant bearings.
• High quality conveyor products including chains, belts, sprockets, components, guide rails and wear strips. Conveying
components enhance the efficiency, noise reduction, wash-down maintenance, lubrication reduction and energy
conservation of conveying systems. Our products are highly engineered with input from industry experts.
• High performance disc, diaphragm and gear couplings for applications including turbines, compressors, generators and
pumps in many industries including petrochemical, refinery, power generation, gas pipeline and liquid natural gas. We
also produce flexible couplings and transmission elements. Products include universal joints and gear, grid, jaw,
elastomer, and disc couplings.
• Mechanical power transmission drives and components including: belt drives, bushings, chain and sprockets, drive
tighteners and idlers, mechanical clutches, and torque overload devices. Our products serve a wide range of industries
and applications, such as the following: aggregate, forestry and wood products, grain and biofuels, power generation,
food and beverage, commercial HVAC, and refrigeration.
• Gearboxes for motion control within complex equipment and systems used for a variety of applications. We provide a
wide array of gear types, shaft configurations, ratios, housing materials and mounting methods. Right angle worm gear
and bevel units can be specified for less than 100 inch lbs. of torque to over 132,000 inch lbs. of torque. Helical gear
5
units are offered from 100 inch lbs. to over 500,000 inch lbs. of torque. Our products include worm gearing, helical
offset, concentric, and right angle, bevel and miter gearing, and spur gearing. This gearing reduces the speed and
increases the torque from an electric motor or other prime mover to meet the requirements of equipment.
Many of our products are originally sold and installed into OEM equipment within various industries. Our reputation and long
history of providing highly reliable products creates an end user specification for replacement through the distribution channel.
We also provide application and design assistance based on our deep knowledge of our products and their applications.
OEMs and end users of a variety of motion control and other industrial applications typically combine the types of motors,
controls and power transmission products we offer. We seek to take advantage of this practice and to enhance our product
penetration by leveraging cross-marketing and product line combination opportunities between our Commercial Systems,
Industrial Systems, Climate Solutions and Power Transmission Solutions products. Our growth strategy also includes (i) driving
organic sales growth through the introduction of innovative new products, (ii) establishing and maintaining new customers, as
well as developing new opportunities with existing customers, (iii) participating in higher growth geographic markets, and
(iv) identifying and consummating strategic, value creating acquisitions.
Acquisitions
In fiscal 2018, we completed one acquisition in the Commercial Systems segment.
• On April 10, 2018, we acquired Nicotra Gebhardt S.p.A. ("NG") for $161.5 million in cash, net of $8.5 million of cash
acquired. NG is a leader in critical, energy-efficient systems for ventilation and air quality. NG manufactures, sells and
services fans and blowers under the industry leading brands of Nicotra and Gebhardt. The financial results of NG have
been included in our Commercial Systems segment from the date of acquisition.
Divestitures
In fiscal 2019, we completed two divestitures in the Commercial Systems segment.
• On January 7, 2019, we sold our Regal Drive Technologies business and received proceeds of $119.9 million. We
recognized a gain on sale of $41.2 million in the Consolidated Statements of Income.
• On July 1, 2019, we sold our Vapor Recovery business and received proceeds of $19.2 million. We recognized a loss on
sale of $1.9 million in the Consolidated Statements of Income.
In fiscal 2019, we completed one divestiture in the Climate Systems segment.
• On April 1, 2019, we sold our CapCom business and received proceeds of $9.9 million. We recognized a gain on sale
of $6.0 million in the Consolidated Statements of Income.
In fiscal 2019, we completed one divestiture in the Power Transmission Solutions segment.
• On April 1, 2019, we sold our Velvet Drive business and received proceeds of $8.9 million. We recognized a loss on
sale of $0.5 million in the Consolidated Statements of Income.
Sales, Marketing and Distribution
We sell our products directly to OEMs, distributors and end-users. We have multiple business units that promote our brands
across their respective sales organizations. These sales organizations consist of varying combinations of our own internal direct
sales people as well as exclusive and non-exclusive manufacturers' representative organizations.
6
We operate large distribution facilities in Plainfield, Indiana; McAllen, Texas; LaVergne, Tennessee; Florence, Kentucky; and
Monterrey, Mexico which serve as hubs for our North American distribution and logistics operations. Products are shipped from
these facilities to our customers utilizing 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, a large portion of our sales are to
key OEM customers which makes our relationship with each of these customers important to our business. We have long standing
relationships with these customers and we expect these customer relationships will continue for the foreseeable future. Despite
this relative concentration, we had no customer that accounted for more than 10% of our consolidated net sales in fiscal 2019,
fiscal 2018 or fiscal 2017.
Many of our motors are incorporated into residential applications that OEMs 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
Commercial Systems Segment
Electric motor manufacturing is a highly competitive global industry in which there is emphasis on quality, reliability, and
technological capabilities such as energy efficiency, delivery performance, price and service. We compete with a large 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. Global electric motor manufacturers, particularly those
located in Europe, Brazil, China, India and elsewhere in Asia, compete with us as they attempt to expand their market penetration
around the world, especially in North America.
Our major competitors in the Commercial Systems segment include Broad-Ocean Motor Co., Lafert, ABB Ltd., Siemens AG,
Nidec Corporation, Ziehl-Abegg, Weg S.A., and ebm-papst Mulfingen GmbH & Co.KG.
Industrial Systems Segment
Our major competitors in the Industrial Systems segment include Wolong Electric Group Ltd., Kirloskar Brothers Limited,
Crompton Greaves Limited, Lafert, ABB Ltd., Siemens AG, Toshiba Corporation, Cummins, Inc., Nidec Corporation, TECHTOP
Electric Motors, Weg S.A., Hyundai, and Teco-Westinghouse Motor Company.
Climate Solutions Segment
Our major competitors in the Climate Solutions segment include Nidec Corporation, Broad-Ocean Motor Co., ebm-papst
Mulfingen GmbH & Co.KG, Welling Holding Ltd., McMillan Motors, and Panasonic Corporation.
Power Transmission Solutions Segment
The power transmission products market is fragmented. Many competitors in the market offer limited product lines or serve
specific applications, industries or geographic markets. Other larger competitors offer broader product lines that serve multiple
end uses in multiple geographies. Competition in the Power Transmission Solutions segment is based on several factors including
quality, lead times, custom engineering capability, pricing, reliability, and customer and engineering support.
7
Our major competitors in the Power Transmission Solutions segment include Altra Industrial Motion, Inc., Dodge (a subsidiary
of ABB Ltd.), Rexnord Corporation, SKF and Timken Company.
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 28 Non-Provisional United States ("US") patents, 4 Provisional US patents and an additional 56 Non-Provisional foreign
patents in fiscal 2019.
Each of our business units has its own, as well as shared, product development and design teams that continuously work 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, and mechanical products
incorporating leading design characteristics such as low vibration, low noise, improved safety, reliability, sustainability and
enhanced energy efficiency. Increasingly, our research and development and other engineering efforts have focused on smart
products that communicate and allow for monitoring, diagnostics and predictive maintenance.
Manufacturing and Operations
We have developed and acquired global operations in locations such as China, Mexico, Europe, India and Thailand so that we
can sell our products in these markets, follow our multinational customers, take advantage of global talent and complement our
flexible, rapid response operations in the US, 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 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 use our Regal Business System to drive Performance Excellence. Our Regal Business System provides us with a common
language and a common set of business processes, disciplines and Lean Six Sigma tools. It consists of a set of standard reviews
throughout the year to assess team progress in serving our customers, shareholders and associates. It is a significant part of our
culture and fuels our continuous performance improvements. We believe our people are at the core of everything we do, and their
deployment of these tools lead to operational excellence. We have invested in training hundreds of high energy teams, which
have generated significant benefits and driven improvements in safety, speed, quality and cost.
8
Facilities
We have manufacturing, sales and service facilities in the US, Mexico, China, Europe, India, Thailand, and Australia, as well as
a number of other locations throughout the world. Our Commercial Systems segment currently includes 73 manufacturing,
service, office and distribution facilities of which 15 are principal manufacturing facilities and 5 are principal warehouse facilities.
The Commercial Systems segment's present operating facilities contain a total of approximately 4.6 million square feet of space,
of which approximately 37% are leased. Our Industrial Systems segment currently includes 39 manufacturing, service, office and
distribution facilities of which 15 are principal manufacturing facilities and 3 are principal warehouse facilities. The Industrial
Systems segment's present operating facilities contain a total of approximately 3.0 million square feet of space, of which
approximately 45% is leased. Our Climate Solutions segment includes 25 manufacturing, service, office and distribution
facilities, of which 13 are principal manufacturing facilities and 3 are principal warehouse facilities. The Climate Solutions
segment's present operating facilities contain a total of approximately 3.4 million square feet of space, of which approximately
60% are leased. Our Power Transmission Solutions segment currently includes 28 manufacturing, service, office and distribution
facilities of which 15 are principal manufacturing facilities and 5 are principal warehouse facilities. The Power Transmission
Solutions segment's present operating facilities contain a total of approximately 3.1 million square feet of space, of which
approximately 9% are leased. Our principal executive offices are located in Beloit, Wisconsin in an approximately 50,000 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,
2019, our backlog was $415.9 million, as compared to $493.4 million on December 29, 2018. We believe that virtually all of our
backlog will be shipped in fiscal 2020.
Patents, Trademarks and Licenses
We own a number of US 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.
Associates
At the end of fiscal 2019, we employed approximately 19,560 full-time associates worldwide. Of those associates, approximately
8,610 were located in Mexico; approximately 4,010 in the US; approximately 3,110 in China; approximately 1,330 in India; and
approximately 2,500 in the rest of the world. We consider our associates relations to be very good. We use an annual associate
engagement survey to identify opportunities to continuously improve the effectiveness and engagement of our entire workforce.
Information About Our Executive Officers
The names, ages, and positions of our executive officers as of February 26, 2020 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 or understanding between any officer and any other persons pursuant to which the
officer was elected.
9
Executive Officer
Age
Position
Business Experience and Principal Occupation
Louis V. Pinkham
48
Chief Executive
Officer
Robert J. Rehard
51
Vice President,
Chief Financial
Officer
Thomas E. Valentyn
60
Vice President,
General Counsel
and Secretary
John M. Avampato
59
Vice President,
Scott D. Brown
60
Chief Information
Officer
President,
Commercial
Systems Segment
Joined the Company in April 2019, as Chief Executive Officer.
Prior to joining the Company, Mr. Pinkham was Senior Vice
President of Crane Co. from 2016-2019; prior thereto he served in
other leadership roles at Crane Co. from 2012-2016. Prior to
joining Crane Co., Mr. Pinkham was Senior Vice President at
Eaton Corporation. From 2000-2012, he held successive and
increasing roles of global responsibility at Eaton. Prior to joining
Eaton, Mr. Pinkham held an Engineering and Quality Manager
position at ITT Sherotec and a Process Design Engineer position
with Molecular Biosystems, Inc.
Joined the Company in January 2015, as Vice President, Corporate
Controller and Principal Accounting Officer and became Vice
President, Chief Financial Officer in April 2018. Prior to joining
the Company, Mr. Rehard was a Division Controller for Eaton
Corporation and held several other financial leadership positions
throughout his career with Baxter, Emerson, Masco and Cooper.
Mr. Rehard started his career with Deloitte & Touche in Costa
Mesa, California.
Joined the Company in December 2013, as Associate General
Counsel and became Vice President, General Counsel and
Secretary in May 2016. Prior to joining the Company, Mr.
Valentyn was General Counsel with Twin Disc, Inc. from 2007-
2013. From 2000-2007, he served as Vice President and General
Counsel with Norlight Telecommunications; prior thereto he
served as in-house counsel with Johnson Controls, Inc. from 1991-
2000. He began his legal career with Borgelt, Powell, Peterson and
Frauen in Milwaukee, Wisconsin.
Joined the Company in April 2006 and became Vice President,
Chief Information Officer in April 2010. Prior to joining the
Company, Mr. Avampato was Vice President, Chief Information
Officer for Newell Rubbermaid from 1999-2006. Mr. Avampato
served in several positions for Newell Rubbermaid from 1984-
1999.
Joined the Company in August 2005 and became President,
Commercial Systems Segment in June 2019. Prior to being
promoted to his current position, Mr. Brown, in successive roles,
served as Vice President, Business Leader of Commercial Motors,
Vice President, Business Leader of Control Solutions, and Vice
President, Manufacturing. Prior to joining the Company, Mr.
Brown spent 17 years with General Electric in operations and
various business leadership roles.
Eric S. McGinnis
49
President,
Industrial Systems
Segment
Joined the Company in August 2005 and became President,
Industrial Systems Segment in June 2019. Prior to being promoted
to his current position, Mr. McGinnis served as Vice President,
Business Development and Vice President, Industrial Motors.
Prior to joining the Company, Mr. McGinnis spent 12 years with
General Electric in various business leadership roles.
10
John C. Kunze
57
President, Climate
Solutions
Segment
Jerrald R. Morton
58
President, Power
Transmission
Solutions
Segment
Joined the Company in September 2007 and became President,
Climate Solutions Segment in June 2019. Prior to being promoted
to his current position, Mr. Kunze served as Vice President,
Business Leader of Climate Solutions, and, before that, Vice
President, Business Leader of Air Moving. From 2000-2007, Mr.
Kunze served as Chief Operating Officer of Jakel, Inc. He began
his career with Invensys and Emerson.
Joined the Company in February 2015 and became President,
Power Transmission Solutions Segment in June 2019. Prior to
being promoted to his current position, Mr. Morton served as Vice
President, Business Leader of Power Transmission Solutions from
2017-2019, and led the global operations for Regal’s power
transmission business from 2015-2017. Prior to joining the
Company, Mr. Morton spent 28 years with Emerson in a variety
of roles in Quality, Technology, and Operations and was Vice
President, Global Operations of Emerson’s power transmission
business at the time Regal Beloit Corporation acquired that
business.
As previously reported, Mr. Jonathan J. Schlemmer retired as Chief Operating Officer effective January 31, 2020, consistent with
a reorganization of the Company’s leadership that resulted in the elimination of the Chief Operating Officer position.
Mr. Timothy J. Oswald, formerly Vice President, Corporate Human Resources, left the Company effective October 11, 2019.
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 associates 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. In September 2019, we produced our updated Sustainability Report. 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, results of operations, or cash flow could be materially and adversely
affected and you may lose all or part of your investment.
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.
We operate in the highly competitive global electric motors and controls, power generation and power transmission
industries.
The global electric motors and controls, power generation and power transmission 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.
We have continued to see a trend with certain customers who are attempting to reduce the number of vendors from which they
purchase product in order to reduce their costs and diversify their risk. As a result, we may lose market share to our competitors
in some of the markets in which we compete.
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.
We may also choose to exit certain businesses, markets, or channels based on a variety of factors including our 80/20 initiatives.
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, such as IoT, and marketplace acceptance of new and
existing products, including products related to technology not yet adopted or utilized in certain geographic locations in
which we do business.
The electric motor and power transmission industries in recent years have seen significant evolution and innovation, particularly
with respect to increasing energy efficiency and control enhancements. Our ability to effectively compete in these industries
depends in part on our ability to continue to develop new technologies and innovative products and product enhancements,
including enhancements based on technological innovation such as IoT. Further, many large customers in these industries
generally desire to purchase from companies that can offer a broad product range, which means we must continue to develop our
expertise in order to design, manufacture and sell these products successfully. This requires that we make significant investments
in engineering, manufacturing, customer service and support, research and development and intellectual property protection, and
12
there can be no assurance that in the future we will have sufficient resources to continue to make such investments. If we are
unable to meet the needs of our customers for innovative products or product variety, 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.
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 electronics. 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.
In each of our Climate Solutions and Commercial Systems segments, 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 have long standing relationships
with these customers and we expect these customer relationships 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.
We manufacture a significant portion of our products outside the US, and political, societal or economic instability or
public health crises may present additional risks to our business.
Approximately 15,550 of our approximate 19,560 total associates and 51 of our principal manufacturing and warehouse facilities
are located outside the US. International operations generally are subject to various risks, including political, societal and
economic instability, local labor market conditions, public health crises, breakdowns in trade relations, the imposition of tariffs
and other trade restrictions, lack of reliable legal systems, ownership restrictions, the impact of 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, including, for example, the uncertainty
surrounding the effect of the United Kingdom’s exit from the European Union, commonly referred to as “Brexit,” trade relations
between the US and China, the implementation of the United States-Mexico-Canada Agreement (the "USMCA"), or the change
in labor rates in Mexico.
Additionally, in early 2020, an outbreak of the coronavirus occurred in China and other jurisdictions. The extent of the outbreak
and its impact on the markets we serve and on our operations is uncertain. A prolonged outbreak could interrupt our operations
and the operations of our customers and suppliers. If we are unable to successfully manage these and other risks associated with
managing and expanding our international operations, the risks could have a material adverse effect on our business, results of
operations, or financial condition.
13
Goodwill and an indefinite-lived trade name intangible comprise a significant portion of our total assets, and if we
determine that goodwill and the indefinite-lived trade name intangible have become impaired in the future, our results of
operations and financial condition in such years may be materially and adversely affected.
As of December 28, 2019, we had goodwill of $1,501.3 million and an indefinite-lived trade name of $121.6 million. Goodwill
represents the excess of cost over the fair market value of net assets acquired in business combinations. The indefinite-lived trade
name intangible represents a long-standing brand acquired in a business combination and is assumed to have indefinite life. We
review goodwill and the indefinite-lived trade name intangible 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 or the indefinite-lived trade name intangible
would affect financial results. If we are required to record a significant charge to earnings in our consolidated financial statements
because an impairment of goodwill or the indefinite-lived trade name intangible is determined, our results of operations and
financial condition could be materially and adversely affected.
Portions of our total sales come directly from customers in key markets and industries. A significant or prolonged decline
or disruption in one of those markets or industries could result in lower capital expenditures by such customers, which
could have a material adverse effect on our results of operations and financial condition.
Portions of our total sales are dependent directly upon the level of capital expenditures by customers in key markets and industries,
such as HVAC, refrigeration, power generation, oil and gas, and unit material handling or water heating. A significant or
prolonged decline or disruption in one of those markets or industries may result in some of such customers delaying, canceling
or modifying projects, or may result in nonpayment of amounts that are owed to us. These effects could have a material adverse
effect on our results of operations and financial condition.
We sell certain products for high volume applications, and any failure of those products to perform as anticipated could
result in significant liability and expenses that may adversely affect our business and results of operations.
We manufacture and sell a number of products for high volume applications, including electric motors used in pools and spas,
residential and commercial heating, ventilation and 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.
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 manufactured and sold in high volumes by a third party. These ventilation units are subject to
regulation by government agencies such as the US Consumer Product Safety Commission (“CPSC”). The claims generally allege
that the ventilation units were the cause of fires. Based on the current facts, we cannot assure you that these claims, individually
or in the aggregate, will not have a material adverse effect on our subsidiary's results of operations, financial condition or cash
flows. We cannot reasonably predict the outcome of these claims, the nature or extent of any CPSC or other remedial actions, if
any, that our subsidiary or we on their behalf may need to undertake with respect to motors that remain in the field, or the costs
that may be incurred, some of which could be significant.
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
14
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 product liability claim may
also include the imposition of punitive damages, the award of which, pursuant to certain state laws, may not be covered by
insurance. 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.
Our business may not generate cash flow from operations in an amount sufficient to enable us to service our indebtedness
or to fund our other liquidity needs, we could become increasingly vulnerable to general adverse economic and industry
conditions and interest rate trends, and our ability to obtain future financing may be limited.
As of December 28, 2019, we had $1.1 billion in aggregate debt outstanding under our various financing arrangements, $331.4
million in cash and cash equivalents and $481.9 million in available borrowings under our current revolving credit facility. Our
ability to make required payments of principal and interest on our debt levels will depend on our future performance, which, to
a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. We cannot
assure you that our business will generate cash flow from operations or that future borrowings will be available under our current
credit facilities in an amount sufficient to enable us to service our indebtedness or to fund our other liquidity needs. In addition,
our credit facilities contain financial and restrictive covenants that could limit our ability to, among other things, borrow additional
funds or take advantage of business opportunities. Our failure to comply with such covenants could result in an event of default
that, if not cured or waived, could result in the acceleration of all our indebtedness or otherwise have a material adverse effect on
our business, financial condition, results of operations and debt service capability. See “Management’s Discussion and Analysis
of Financial Condition and Results of Operations-Liquidity and Capital Resources.” Our indebtedness may have important
consequences. For example, it could:
• make it more challenging for us to obtain additional financing to fund our business strategy and acquisitions, debt service
•
•
requirements, capital expenditures and working capital;
increase our vulnerability to interest rate changes and general adverse economic and industry conditions;
require us to dedicate a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing
the availability of our cash flow to finance acquisitions and to fund working capital, capital expenditures, manufacturing
capacity expansion, business integration, research and development efforts and other general corporate activities;
limit our flexibility in planning for, or reacting to, changes in our business and our markets; and/or
•
• place us at a competitive disadvantage relative to our competitors that have less debt.
In addition, our credit facilities require us to maintain specified financial ratios and satisfy certain financial condition tests, which
may require that we take action to reduce our debt or to act in a manner contrary to our business strategies. If an event of default
under our credit facility or senior notes were to occur, the lenders could elect to declare all amounts outstanding under the
applicable agreement, together with accrued interest, to be immediately due and payable.
Changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may
adversely affect interest expense related to our outstanding debt.
Amounts drawn under our credit facility may bear interest rates in relation to LIBOR, depending on our selection of repayment
options. On July 27, 2017, the Financial Conduct Authority in the United Kingdom announced that it would phase out LIBOR
as a benchmark by the end of 2021. It is unclear whether new methods of calculating LIBOR will be established such that it
continues to exist after 2021. The overall financing market may be disrupted as a result of the phase-out or replacement of
LIBOR. Disruption in the financing market could have a material adverse effect on our business, financial position, operating
results, and interest expense related to our outstanding debt.
15
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 may encounter difficulties in integrating the operations of acquired businesses which 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 acquired multiple businesses. Some of those
acquisitions have been significant to our overall growth. The full realization of the expected benefits and synergies of acquisitions
requires 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 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;
• our ability to avoid labor disruptions or disputes in connection with any integration;
•
• difficulties in associate or management integration; and
• unanticipated liabilities associated with acquired businesses.
the timing and impact of purchase accounting adjustments;
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.
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.
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
16
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 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 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 US 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 US dollar. Any
increase in the value of the US 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 US dollars. Similarly, any decrease in the value of the US 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
US dollars.
Businesses that we have acquired or that we may acquire in the future may have liabilities which are not known to us.
We have assumed liabilities of 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.
17
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. By utilizing hedging instruments, we may forgo
benefits that might result from 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. Any default by such counterparties might have an adverse
effect on us.
We may incur costs or suffer reputational damage due to improper conduct of our associates, 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 associates, 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.
Divestitures of some of our businesses or product lines may have a material adverse effect on our results of operations,
financial position and cash flows.
We continually evaluate the strategic fit of our businesses and products, which may result in divestitures. Any divestiture may
result in write-offs, including those related to goodwill and other intangible assets, which could have a material adverse effect on
our financial position. In addition, divestitures may result in asset impairment charges, including those related to goodwill and
other intangible assets, which could have a material adverse effect on our financial condition and results of operations.
Divestitures could involve additional risks, including difficulties in the separation of operations, products and personnel, the
diversion of management’s attention, the disruption of our business and the potential loss of key associates. There can be no
assurance that we will be successful in addressing these or any other significant risks associated with divestitures.
Our success is highly dependent on qualified and sufficient staffing. Our failure to attract or retain qualified personnel,
including our senior management team, 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 associates and the contributions
of talented associates in various operations and functions, such as engineering, finance, sales, marketing, manufacturing, etc. The
skills, experience and industry contacts of our senior management team significantly benefit our operations and administration.
The failure to attract or retain members of our senior management team and key talent could have a negative effect on our
operating results.
18
Our operations are highly dependent on information technology infrastructure, and failures, attacks or breaches 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, including costs relating to investigation and remediation actions.
IT security threats via computer malware and other “cyber-attacks,” which are increasing in both frequency and sophistication,
could also result in unauthorized disclosures of information, such as customer data, personally identifiable information or other
confidential or proprietary material, and create financial liability, subject us to legal or regulatory sanctions, or damage our
reputation. Moreover, because the techniques used to gain access to or sabotage systems often are not recognized until launched
against a target, we may be unable to anticipate the methods necessary to defend against these types of attacks, and we cannot
predict the extent, frequency or impact these attacks may have on us. While we continuously seek to maintain robust information
security mechanisms and controls, the impact of a material IT event could have a material adverse effect on our competitive
position, results of operations, financial condition and cash flow.
We have substantially completed the implementation of a global Enterprise Resource Planning (the “ERP”) system that
redesigned and deployed a common information system. We will continue to implement the ERP system throughout the business.
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, some elements 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, industrial, residential HVAC, power generation and
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. In addition, if environmental and human health and safety
laws and regulations are repealed, made less burdensome or implemented at a later date, demand for our products designed to
comply with such regulations may be unfavorably impacted.
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 US 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
19
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 the
US or foreign governments which could disrupt manufacturing and commercial operations, including policy changes affecting
taxation, trade, immigration, currency devaluation, tariffs, customs, border actions and the like, including, for example, the
uncertainty surrounding the effect of the United Kingdom’s exit from the European Union, commonly referred to as “Brexit,”
trade relations between the US and China, the implementation of the USMCA, or the change in labor rates in Mexico.
We are subject to changes in legislative, regulatory and legal developments involving income and other taxes.
We are subject to US 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,
including claims or litigation related to our interpretation and application of tax laws and regulations, could result in substantially
higher taxes, could have a negative impact on our ability to compete in the global marketplace, and could have a significant
adverse effect on our results or operations, financial conditions and liquidity.
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.
A significant amount of our revenue is generated from customers located outside of the US, and an increasingly greater portion
of our assets and associates are located outside of the US 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.
ITEM 1B - UNRESOLVED STAFF COMMENTS
None.
20
ITEM 2 - PROPERTIES
Our principal executive offices are located in Beloit, Wisconsin in an owned office building with approximately 50,000 square
feet. We have manufacturing, sales and service facilities throughout the US and in Mexico, China, Europe, India, Thailand and
Australia.
Our Commercial Systems segment currently includes 73 facilities, of which 15 are principal manufacturing facilities and 5 are
principal warehouse facilities. The Commercial Systems segment's present operating facilities contain a total of approximately
4.6 million square feet of space, of which approximately 37% are leased.
The following represents our principal manufacturing and warehouse facilities in the Commercial Systems segment (square
footage in millions):
Location
US
Mexico
China
Europe
Other
Total
Facilities
6
6
3
3
2
20
Total
0.9
0.9
0.8
0.3
0.2
3.1
Square Footage
Owned
0.3
0.7
0.8
0.2
0.2
2.2
Leased
0.6
0.2
—
0.1
—
0.9
Our Industrial Systems segment currently includes 39 facilities, of which 15 are principal manufacturing facilities and 3 are
principal warehouse facilities. The Industrial Systems segment's present operating facilities contain a total of approximately 3.0
million square feet of space, of which approximately 45% are leased.
The following represents our principal manufacturing and warehouse facilities in the Industrial Systems segment (square footage
in millions):
Location
US
Mexico
China
India
Europe
Other
Total
Facilities
2
2
4
3
2
5
18
Square Footage
Owned
0.7
—
0.7
0.5
0.2
0.1
2.2
Leased
—
0.2
0.1
0.1
—
0.3
0.7
Total
0.7
0.2
0.8
0.6
0.2
0.4
2.9
21
Our Climate Solutions segment currently includes 25 facilities, of which 13 are principal manufacturing facilities and 3 are
principal warehouse facilities. The Climate Solutions segment's present operating facilities contain a total of approximately 3.4
million square feet of space, of which approximately 60% are leased.
The following represents our principal manufacturing and warehouse facilities in the Climate Solutions segment (square footage
in millions):
Location
US
Mexico
China
India
Europe
Other
Total
Facilities
4
4
4
1
2
1
16
Total
0.8
0.7
0.3
0.2
0.2
0.1
2.3
Square Footage
Owned
0.4
0.3
—
0.2
—
—
0.9
Leased
0.4
0.4
0.3
—
0.2
0.1
1.4
Our Power Transmission Solutions segment currently includes 28 facilities, of which 15 are principal manufacturing facilities
and 5 are principal warehouse facilities. The Power Transmission Solutions segment's present operating facilities contain a total
of approximately 3.1 million square feet of space, of which approximately 9% are leased.
The following represents our principal manufacturing and warehouse facilities in the Power Transmission Solutions segment
(square footage in millions):
Location
US
Mexico
China
Europe
Total
Facilities
11
2
1
6
20
Total
1.2
0.4
0.4
0.7
2.7
Square Footage
Owned
0.9
0.4
—
0.7
2.0
Leased
0.3
—
0.4
—
0.7
22
ITEM 3 - LEGAL PROCEEDINGS
A subsidiary 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 manufactured and sold in high volumes by a third party. These ventilation units are subject to product safety
requirements and other potential regulation of their performance by government agencies such as the US Consumer Product
Safety Commission (“CPSC”). The claims generally allege that the ventilation units were the cause of fires. We have recorded
an estimated liability for incurred claims. Based on the current facts, we cannot assure that these claims, individually or in the
aggregate, will not have a material adverse effect on our subsidiary's financial condition. Our subsidiary cannot reasonably predict
the outcome of these claims, the nature or extent of any CPSC or other remedial actions, if any, that our subsidiary may need to
undertake with respect to motors that remain in the field, or the costs that may be incurred, some of which could be significant.
We are from time to time, party to litigation and other legal or regulatory proceedings that arise in the normal course of our
business operations and the outcomes of which are subject to significant uncertainty, including product warranty and liability
claims, contract disputes and environmental, asbestos, intellectual property, 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. Many of these matters will only be resolved when one or more
future events occur or fail to occur. Our management conducts regular reviews, including updates from legal counsel, to assess
the need for accounting recognition or disclosure of these contingencies, and such assessment inherently involves an exercise in
judgment. We accrue for exposures in amounts that we believe are adequate, and we do not believe that the outcome of any such
lawsuit individually or collectively will have a material effect on our financial position, results of operations or cash flows.
ITEM 4 - MINE SAFETY DISCLOSURES
Not applicable.
23
PART II
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
General
Our common stock, $0.01 par value per share, is traded on the New York Stock Exchange under the symbol “RBC.” The number
of registered holders of common stock as of January 24, 2020 was 333.
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, 2019.
Total
Number of
Shares
2019 Fiscal Month
Purchased
Average
Price Paid
per Share
Total Value of Shares
Purchased as a Part
of Publicly Announced
Plans or Program
Maximum Value of
Shares that May be
Purchased Under the
Plans or Programs
September 29 to
November 2
November 3 to
November 30
December 1 to
December 28
Total
—
$
—
$
—
$
250,000,000
17,500
82.56
1,444,779
248,555,221
163,263
180,763
83.06
$
13,560,594
15,005,373
234,994,627
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 the Company withhold shares of
common stock otherwise issuable under the award, (b) tender back shares received in connection with such award or (c) deliver
other previously owned shares of common stock, in each case having a value equal to the exercise price or the amount to be
withheld. During the quarter ended December 28, 2019, we acquired 1,228 shares in connection with transactions pursuant to
equity incentive plans.
In November 2013, the Board of Directors approved the repurchase of up to 3.0 million shares of our common stock, which
repurchase authority had no expiration date. At a meeting of the Board of Directors on July 24, 2018, this repurchase program
was extinguished and replaced with an authorization to purchase up to $250.0 million of shares. The July 2018 authorization had
no expiration date. At a meeting of the Board of Directors on October 25, 2019, the July 2018 repurchase authorization was
extinguished and replaced with an authorization to purchase up to $250.0 million of shares. The new authorization has no
expiration date. Management is authorized to effect purchases from time to time in the open market or through privately
negotiated transactions. From time to time, we enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares.
During the quarter ended December 28, 2019, we acquired $15.0 million in shares pursuant to the October 25, 2019 repurchase
authorization. For fiscal 2019, we purchased 180,763 shares or $15.0 million in shares pursuant to the October 25, 2019
repurchase authorization and 2,013,782 shares or $150.1 million in shares pursuant to the July 2018 repurchase authorization.
For fiscal 2018, we purchased 1,652,887 shares or $127.8 million in shares. The maximum value of shares of our common stock
available to be purchased as of December 28, 2019 is $235.0 million.
Item 12 of this Annual Report on Form 10-K contains certain information relating to our equity compensation plans.
24
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 January 4, 2015 through December 28, 2019. In each case, the graph assumes the investment
of $100.00 on January 3, 2015.
INDEXED RETURNS
Years Ended
Company / Index
2015
2016
2017
2018
2019
Regal Beloit Corporation
S&P MidCap 400 Index
$
78.74 $
97.90
94.66 $
118.20
106.09 $
137.40
98.44 $
120.93
121.84
154.09
S&P 400 Electrical Components & Equipment
120.95
141.43
154.96
135.31
172.08
25
ITEM 6 - SELECTED FINANCIAL DATA
The selected statements of income data for fiscal years 2019, 2018 and 2017, and the selected balance sheet data as of
December 28, 2019 and December 29, 2018 is 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 years 2016
and 2015 and the selected balance sheet data as of December 30, 2017, December 31, 2016 and January 2, 2016 is derived from
audited consolidated financial statements not included herein.
Net Sales
Cost of Sales
Gross Profit
Operating Expenses
Goodwill Impairment
Asset Impairments
Gain on Sale of Businesses
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:
Basic
Assuming Dilution
Fiscal
2019
Fiscal
2018
Fiscal
2017
Fiscal
2016
Fiscal
2015
(In Millions, Except per Share Data)
$
3,238.0 $
2,377.3
860.7
544.3
—
10.0
(44.7 )
509.6
351.1
242.6
238.9
4,430.7
1,137.5
1,136.9
2,351.1
3,645.6 $
2,681.0
964.6
599.4
9.5
8.7
—
617.6
347.0
235.8
231.2
4,623.8
1,307.1
1,306.6
2,310.5
3,360.3 $
2,476.7
883.6
552.6
—
—
(0.1 )
552.5
331.1
218.1
213.0
4,388.2
1,141.1
1,039.9
2,325.5
3,224.5 $
2,359.5
865.0
542.5
—
—
—
542.5
322.5
209.3
203.4
4,358.5
1,411.5
1,310.9
2,038.8
$
5.69 $
5.66
1.18
54.59
5.30 $
5.26
1.10
53.62
4.78 $
4.74
1.02
52.83
4.55 $
4.52
0.95
46.46
42.0
42.2
43.6
43.9
44.6
44.9
44.7
45.0
3,509.7
2,576.0
933.7
596.8
79.9
—
—
676.7
257.0
148.5
143.3
4,591.7
1,721.9
1,715.6
1,937.3
3.21
3.18
0.91
44.32
44.7
45.1
We have completed various acquisitions and divestitures 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. The results of operations for divestitures are included in our consolidated financial results for the period prior
to their divestiture date.
During fiscal 2019, we divested several businesses which resulted in a gain on sale for the fiscal year of $44.7 million. See Note
4 of Notes to the Consolidated Financial Statements for the details of each business that was divested.
On April 10, 2018, we acquired NG for $161.5 million in cash, net of $8.5 million of cash acquired. NG is a leader in critical,
energy-efficient systems for ventilation and air quality. NG manufactures, sells and services fans and blowers under the industry
leading brands of Nicotra and Gebhardt. The financial results of NG have been included in our Commercial Systems segment
from the date of acquisition.
On January 30, 2015, we acquired the Power Transmission Solutions business from Emerson Electric Co. (the "PTS
Acquisition").
26
In addition to those acquisitions and divestitures, on July 31, 2018, we received notification from a customer of our hermetic
climate business that it would wind down operations. As a result of this notification, we accelerated our plans to exit this business.
We recognized exit and exit related charges of $34.9 million during the 2018 fiscal year. The charges included goodwill
impairment of $9.5 million, customer relationship intangible asset impairment of $5.5 million, technology intangible asset
impairment of $2.1 million and fixed asset impairment of $1.1 million. In addition to the impairments, we took charges on
accounts receivable and inventory along with recognizing other expenses related to exiting the business.
In fiscal 2015, non-cash impairment charges of $79.9 million for goodwill were recorded in the Commercial Systems segment,
reducing Income from Operations by $79.9 million and Net Income Attributable to Regal Beloit Corporation by $58.1 million.
27
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, 2019 as “fiscal 2019", the fiscal year ended December 29, 2018 as “fiscal 2018" and the fiscal year ended
December 30, 2017 as “fiscal 2017".
Overview
General
Regal Beloit Corporation (NYSE: RBC) (“we,” “us,” “our” or the “Company”), based in Beloit, Wisconsin (USA), is a leading
manufacturer of electric motors, electrical motion controls, power generation and power transmission products serving markets
throughout the world. As of the end of fiscal 2019, the Company, including its subsidiaries, employed approximately 19,560
people in its manufacturing, sales, and service facilities and corporate offices throughout the US, Canada, Mexico, Europe and
Asia. In fiscal 2019, we reported annual net sales of $3.2 billion compared to $3.6 billion in fiscal 2018.
Our company is comprised of four operating segments: Commercial Systems, Industrial Systems, Climate Solutions and Power
Transmission Solutions.
A description of the four operating segments is as follows:
• Commercial Systems segment produces fractional to approximately 5 horsepower AC and DC motors, electronic
variable speed controls, fans, and blowers for commercial applications. These products serve markets including
commercial building ventilation and HVAC, pool and spa, irrigation, dewatering, agriculture, and general commercial
equipment.
•
Industrial Systems segment produces integral motors, generators, alternators and switchgear for industrial applications,
along with aftermarket parts and kits to support such products. These products serve markets including agriculture,
marine, mining, oil and gas, food and beverage, data centers, healthcare, prime and standby power, and general industrial
equipment.
• Climate Solutions segment produces small motors, electronic variable speed controls and air moving solutions serving
markets including residential and light commercial HVAC, water heaters and commercial refrigeration.
• Power Transmission Solutions segment produces, sells and services belt and chain drives, helical and worm gearing,
mounted and unmounted bearings, couplings, modular plastic belts, conveying chains and components, hydraulic pump
drives, large open gearing and specialty mechanical products serving markets including beverage, bulk handling, metals,
special machinery, energy, aerospace and general industrial.
Components of Profit and Loss
Net Sales. We sell our 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 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 are derived from direct sales to customers by sales personnel employed
by the Company, however, a significant portion of our sales are derived 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
business unit to business unit.
28
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.
We use the term “organic sales" to refer to sales from existing operations excluding (i) sales from acquired businesses recorded
prior to the first anniversary of the acquisition (“Acquisition Sales”), (ii) less the amount of sales attributable to any businesses
divested/to be exited ("Business To Be Exited"), and (iii) the impact of foreign currency translation. The impact of foreign
currency translation is determined by translating the respective period’s organic sales using the same currency exchange rates
that were in effect during the prior year periods. We use the term “organic sales growth” to refer to the increase in our sales
between periods that is attributable to organic sales. We use the term “acquisition growth” to refer to the increase in our sales
between periods that is attributable to Acquisition Sales.
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, insurance and utilities; and (v) shipping. The
majority of our cost of sales consists of raw materials and components. The price we pay for commodities and components can
be subject to commodity price fluctuations. We attempt to mitigate portions of the commodity price fluctuations through fixed-
price agreements with suppliers and our hedging strategies. 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 arrangements, we tend to include material price
formulas that specify quarterly or semi-annual price adjustments based on a variety of factors, including commodity prices.
Outside of general economic cyclicality, our business units experience different levels of variation in gross profit from quarter to
quarter based on factors specific to each business. For example, a portion of our Climate Solutions segment manufactures products
that are 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 Commercial Systems segment, Industrial Systems segment and Power
Transmission Solutions segment have a broad customer base and a variety of applications, thereby helping to mitigate 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; (iii) general engineering and research and development expenses; and (iv) handling costs incurred in conjunction with
distribution activities. Personnel related costs are our largest operating expense.
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; (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 business 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.
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 maintain or gain additional market share, whether in new or existing applications. While these
costs make up an insignificant portion of our operating expenses in the Power Transmission Solutions segment, they are more
29
substantial in our Commercial Systems, Industrial Systems and Climate Solutions segments. In particular, a large driver of our
research and development efforts in those three segments is energy efficiency, which generally means using less electrical power
to produce more mechanical power.
Goodwill & Other Asset Impairments. In the first quarter of 2019, we transferred assets to held for sale which resulted in the
recognition of $5.1 million of fixed asset impairments and $4.9 million of customer relationships intangible asset impairments.
On July 31, 2018, we received notification from a customer of our hermetic climate business that it would wind down operations.
As a result of this notification, we accelerated our plans to exit the hermetic climate business. We recognized exit and exit related
charges of $34.9 million during fiscal 2018. The charges included goodwill impairment of $9.5 million, customer relationship
intangible asset impairment of $5.5 million, technology intangible asset impairment of $2.1 million and fixed asset impairment
of $1.1 million. In addition to the asset impairments, the Company took charges on accounts receivable and inventory along with
recognizing other expenses related to exiting the business.
We did not record any goodwill or other asset impairments in fiscal 2017.
The following table presents impairments by segment as of December 28, 2019 and December 29, 2018 (in millions):
Commercial
Systems
Industrial
Systems
Climate
Solutions
Power
Transmission
Solutions
Total
Fiscal 2019:
Impairment of Intangible Assets
Impairment of Other Long-Lived Assets
Total Impairments
Fiscal 2018:
Goodwill Impairments
Impairment of Intangible Assets
Impairment of Other Long-Lived Assets
Total Impairments
$
$
$
$
4.9 $
1.8
6.7 $
— $
—
—
— $
— $
0.9
0.9 $
— $
—
—
— $
— $
1.3
1.3 $
9.5 $
7.6
1.1
18.2 $
— $
1.1
1.1 $
— $
—
—
— $
4.9
5.1
10.0
9.5
7.6
1.1
18.2
Operating Profit. Our operating profit consists of the segment gross profit less the segment operating expenses. In addition, there
are shared operating costs that cover corporate, engineering and IT expenses that are consistently allocated to the operating
segments and are included in the segment operating expenses. Operating profit is a key metric used to measure year over year
improvement of the segments.
Outlook. In fiscal 2020, we are forecasting low to mid-single digit organic sales growth, and we expect to improve our operating
margin through the use of 80/20 principles. We expect to see positive impact from our new products targeted for the upcoming
energy efficiency regulations. In fiscal 2020, we expect diluted earnings per share to be $5.35 to $5.75. Our fiscal 2020 diluted
earnings per share guidance is based on an effective tax rate of 21%.
30
Results of Operations
The following table sets forth selected information for the years indicated:
2019
2018
2017
$
$
905.3
575.4
968.5
788.8
3,238.0
$
$
1,110.9
671.1
1,024.8
838.8
3,645.6
$
$
957.5
646.8
990.6
765.4
3,360.3
25.7 %
17.3 %
27.9 %
32.8 %
26.6 %
17.9 %
18.7 %
11.4 %
20.8 %
16.8 %
11.4 %
(1.6 )%
16.9 %
11.8 %
10.8 %
351.1
(0.1 )
53.0
5.6
303.8
61.2
242.6
3.7
238.9
$
$
25.8 %
20.3 %
25.6 %
33.2 %
26.5 %
16.6 %
16.6 %
12.6 %
20.8 %
16.4 %
9.2 %
3.7 %
11.3 %
12.4 %
9.5 %
347.0
1.5
55.2
1.9
292.2
56.4
235.8
4.6
231.2
$
$
25.5 %
20.5 %
25.8 %
32.8 %
26.3 %
17.2 %
17.4 %
11.5 %
21.1 %
16.4 %
8.3 %
3.1 %
14.3 %
11.7 %
9.9 %
331.1
1.0
56.1
3.2
277.2
59.1
218.1
5.1
213.0
(Dollars in Millions)
Net Sales:
Commercial Systems
Industrial Systems
Climate Solutions
Power Transmission Solutions
Consolidated
Gross Profit as a Percent of Net Sales:
Commercial Systems
Industrial Systems
Climate Solutions
Power Transmission Solutions
Consolidated
Operating Expenses as a Percent of Net Sales:
Commercial Systems
Industrial Systems
Climate Solutions
Power Transmission Solutions
Consolidated
Income (Loss) from Operations as a Percent of Net Sales:
Commercial Systems
Industrial Systems
Climate Solutions
Power Transmission Solutions
Consolidated
Income from Operations
Other (Income) Expenses, net
Interest Expense
Interest Income
Income before Taxes
Provision for Income Taxes
$
Net Income
Net Income Attributable to Noncontrolling Interests
Net Income Attributable to Regal Beloit Corporation
$
31
Fiscal Year 2019 Compared to Fiscal Year 2018
Net sales for fiscal 2019 were $3.2 billion, an 11.2% decrease as compared to fiscal 2018 net sales of $3.6 billion. The decrease
consisted of negative organic sales of 5.7%, negative foreign currency translation of 1.1% and a negative 5.3% impact from the
businesses divested/to be exited partially offset by a positive 0.9% sales growth related to the acquisition of Nicotra Gebhardt
S.p.A. ("NG"). Gross profit decreased $103.9 million or 10.8% as compared to the prior year. The decrease from the prior year
was driven primarily due to lower sales volumes, partially offset by productivity improvements and simplification programs.
Operating expenses were $544.3 million which was a $55.1 million decrease from fiscal 2018 due primarily by the businesses
divested/to be exited.
Net sales for the Commercial Systems segment for fiscal 2019 were $905.3 million, an 18.5% decrease compared to fiscal 2018
net sales of $1.1 billion. The decrease consisted of negative organic sales of 8.1%, negative foreign currency translation of 1.2%
and a negative 12.6% impact from the businesses divested/to be exited partially offset by a positive 3.4% sales growth related to
the acquisition of NG. The organic sales decrease was primarily driven by the continued inventory destocking in the North
American pool pump market, weakness in North American general industry and the impact of 80/20 account pruning. Gross
profit decreased $54.1 million or 18.9% primarily due to lower sales volumes partially offset by simplification programs and
selective pricing on lower margin accounts. Operating expenses for fiscal 2019 decreased $22.4 million as compared to fiscal
2018. The decrease was primarily due to lower variable selling costs on lower sales and the removal of costs related to businesses
divested/to be exited.
Net sales for the Industrial Systems segment for fiscal 2019 were $575.4 million, a 14.3% decrease compared to fiscal 2018 net
sales of $671.1 million. The decrease consisted of negative organic sales of 11.4%, negative foreign currency translation of 2.1%
and a negative 0.8% impact from the businesses divested/to be exited. The organic sales decrease was driven by delays in power
generation projects due to end market overcapacity and the oil & gas downturn, weak North American and China industrial
demand due to trade uncertainty and the impact of 80/20 account pruning. Gross profit decreased $37.1 million or 27.2% primarily
due to lower sales volumes related to power generation projects, partially offset by simplification programs and selective pricing
on lower margin accounts. Operating expenses for fiscal 2019 decreased $4.0 million as compared to fiscal 2018. The decrease
was primarily due to lower variable selling costs on lower sales.
Net sales for the Climate Solutions segment for fiscal 2019 were $968.5 million, a 5.5% decrease compared to fiscal 2018 net
sales of $1,024.8 million. The decrease consisted of negative organic sales of 1.2%, negative foreign currency translation of 0.6%
and a negative 3.7% impact from the businesses divested/to be exited. The organic sales decrease was driven by inventory
destocking by HVAC OEM customers and 80/20 account pruning efforts. Gross profit increased $7.1 million or 2.7% primarily
due to sales mix and productivity gains. Operating expenses for fiscal 2019 decreased $18.3 million as compared to the prior year
primarily due to the removal of costs related to businesses divested/to be exited.
Net sales for the Power Transmission Solutions segment for fiscal 2019 were $788.8 million, a 6.0% decrease compared to fiscal
2018 net sales of $838.8 million. The decrease consisted of negative organic sales of 3.5%, negative foreign currency translation
of 0.9% and a negative 1.6% impact from the businesses divested/to be exited. The organic sales decrease was driven by continued
weakness in the industrial distribution channel and 80/20 account pruning efforts. Gross profit for fiscal 2019 decreased $19.8
million or 7.1% primarily due to the change in sales mix and productivity gains partially offset by the lower sales volume.
Operating expenses for fiscal 2019 decreased $10.4 million due to lower variable selling costs on the lower sales and the removal
of costs related to the businesses divested/to be exited.
The effective tax rate for fiscal 2019 was 20.1% compared to 19.3% for fiscal 2018. The increase in the effective rate was due to
the mix of earnings during the year. The lower effective tax rate in fiscal 2019 as compared to the 21% statutory US federal
income tax rate is driven by a mix of earnings and lower foreign tax rates.
32
Fiscal Year 2018 Compared to Fiscal Year 2017
Net sales for fiscal 2018 were $3.6 billion, an increase of 8.5% compared to fiscal 2017 net sales of $3.4 billion. The increase
consisted mainly of 5.7% positive organic sales growth and a positive 2.9% sales growth related to the acquisition of NG. Gross
profit increased $81.0 million or 9.2% as compared to the prior year. The increase from the prior year was driven primarily due
to higher sales volumes, incremental price realization and productivity gains, partially offset by material price increases primarily
from commodity inflation, inventory write-downs associated with the exit of the hermetic climate business and purchase
accounting charges attributable to acquired inventory. Total operating expenses were $599.4 million which was a $46.8 million
increase from fiscal 2017 due primarily to increased compensation and benefits expenses resulting from both wage inflation and
investments in the Company’s commercial sales teams, higher variable expenses, such as commissions, on higher sales volume,
costs related to the exit of hermetic climate business and operating expenses related to NG. Operating expenses, excluding the
impact of impairments, for fiscal 2018 and fiscal 2017 as a percent of sales was 16.4%.
Net sales for the Commercial Systems segment for fiscal 2018 were $1.1 billion, a 16.0% increase compared to fiscal 2017 net
sales of $1.0 billion. The increase consisted of 3.9% positive organic growth and 0.5% favorable foreign currency translation and
a positive 12.0% sales growth related to the acquisition of NG. The organic sales increase was primarily driven by commercial
HVAC and oil & gas. Gross profit increased $43.0 million or 17.6% primarily due to higher sales volumes, incremental price
realization, lower restructuring charges and productivity gains offset by purchase accounting charges attributable to acquired
inventory. Operating expenses for fiscal 2018 increased $20.4 million as compared to fiscal 2017. The increase was primarily
due to increased compensation and benefit costs, the inclusion of NG, variable selling related costs and acquisition related costs.
Net sales for the Industrial Systems segment for fiscal 2018 were $671.1 million, a 3.8% increase compared to fiscal 2017 net
sales of $646.8 million. The increase consisted of 3.2% positive organic growth and 0.6% favorable foreign currency translation.
The organic sales increase was primarily driven by the power generation market. Gross profit increased $3.6 million or 2.7%
primarily due to higher sales volumes, incremental price realization, lower restructuring charges and productivity gains. Operating
expenses for fiscal 2018 decreased 0.9% as compared to fiscal 2017. The decrease was primarily attributable to lower
restructuring in fiscal 2018 as compared to fiscal 2017.
Net sales for the Climate Solutions segment for fiscal 2018 were $1,024.8 million, a 3.5% increase compared to fiscal 2017 net
sales of $990.6 million. The increase consisted of an organic sales increase of 4.6%, partially offset by a decrease of 1.1% from
the hermetic climate business. The organic sales increase was primarily driven by growth in North American residential HVAC.
Gross profit increased $7.3 million or 2.9% primarily due to higher sales volumes and incremental price realization. Operating
expenses for fiscal 2018 increased $15.0 million as compared to the prior year primarily due to the costs associated with the exit
of the hermetic climate business and higher compensation and benefit costs.
Net sales for the Power Transmission Solutions segment for fiscal 2018 were $838.8 million, a 9.6% increase compared to fiscal
2017 net sales of $765.4 million. The increase consisted of an organic sales increase of 9.1% and a positive foreign currency
translation impact of 0.5%. The organic sales increase was primarily driven by North American oil and gas, renewable energy
and material handling. Gross profit for fiscal 2018 increased $27.1 million or 10.8% primarily due to higher sales volumes and
productivity gains. Operating expenses for fiscal 2018 increased $12.4 million due to increased variable expenses to support the
higher sales volume, increased compensation and benefits expenses resulting from both wage inflation and investments in the
Company’s commercial sales teams, and a prior year $2.8 million gain on the sale of assets.
The effective tax rate for fiscal 2018 was 19.3% compared to 21.3% for fiscal 2017. The decrease in the effective rate was due
to the tax effect of the costs associated with the exit of the hermetic climate business. The lower effective tax rate in fiscal 2018
as compared to the 21% statutory US federal income tax rate is driven by the mix of earnings, adjustments to reflect updates to
our accounting for changes as a result of Tax Cuts and Jobs Act of 2017 and lower foreign tax rates.
33
Liquidity and Capital Resources
General
Our principal source of liquidity is cash flow provided by operating activities. In addition to operating income, other significant
factors affecting our cash flows include working capital levels, capital expenditures, dividends, share repurchases, acquisitions,
and divestitures, availability of debt financing, and the ability to attract long-term capital at acceptable terms.
Cash flow provided by operating activities was $408.5 million for fiscal 2019, a $45.8 million increase from fiscal 2018. The
increase was primarily the result of a reduction in working capital and the higher net income year over year.
Cash flow provided by operating activities was $362.7 million for fiscal 2018, a $70.8 million increase from fiscal 2017. The
increase was primarily the result of the higher net income year over year and the increase in accounts payable in fiscal 2018.
Our working capital was $1,047.2 million and $1,134.2 million as of December 28, 2019 and December 29, 2018, respectively.
As of December 28, 2019 and December 29, 2018, our current ratio (which is the ratio of our current assets to current liabilities)
was 2.9:1 and 2.7:1, respectively. We intend to use operating cash flow to meet our current debt repayment obligations.
Cash flow provided by investing activities was $74.3 million for fiscal 2019, compared to $227.9 million used in fiscal 2018.
The change was driven primarily by the divestiture proceeds received in fiscal 2019 versus the acquisition of NG in fiscal 2018.
Capital expenditures were $92.4 million in fiscal 2019, compared to $77.6 million in fiscal 2018.
Cash flow used in investing activities was $227.9 million for fiscal 2018, compared to $57.8 million used in fiscal 2017. The
change was driven primarily by the acquisition of NG. Capital expenditures were $77.6 million in fiscal 2018, compared to $65.2
million in fiscal 2017.
In fiscal 2020, we anticipate capital spending for property, plant and equipment to be approximately $75.0 million. We believe
that our present manufacturing facilities will be sufficient to provide adequate capacity for our operations in fiscal 2020. We
anticipate funding fiscal 2020 capital spending with operating cash flows.
Cash flow used in financing activities was $397.4 million for fiscal 2019, compared to $17.7 million in fiscal 2018. Net debt
repayments totaled $171.0 million in fiscal 2019, compared to net debt borrowings of $166.7 million in fiscal 2018. We also
repurchased $165.1 million of our common stock during fiscal 2019 compared to $127.8 million in fiscal 2018. We paid $48.9
million in dividends to shareholders in fiscal 2019 compared to $47.2 million in fiscal 2018. In fiscal 2019, we paid distributions
of $1.8 million to noncontrolling interests compared to $1.6 million in fiscal 2018.
Cash flow used in financing activities was $17.7 million for fiscal 2018, compared to $390.6 million for fiscal 2017. Net debt
borrowings totaled $166.7 million in fiscal 2018, compared to net debt repayments of $274.7 million in fiscal 2017. We paid
$47.2 million in dividends to shareholders in fiscal 2018 compared to $44.5 million in fiscal 2017. In fiscal 2018, we paid
distributions of $1.6 million to noncontrolling interests compared to $17.4 million in fiscal 2017. We also repurchased $127.8
million of our common stock during fiscal 2018 compared to $45.1 million of our common stock during fiscal 2017.
34
The following table presents selected financial information and statistics as of December 28, 2019 and December 29, 2018 (in
millions):
December 28,
2019
December 29,
2018
Cash and Cash Equivalents
Trade Receivables, Net
Inventories
Working Capital
Current Ratio
$
331.4 $
461.4
678.4
1,047.2
2.9:1
248.6
551.9
767.2
1,134.2
2.7:1
As of December 28, 2019, our cash and cash equivalents totaled $331.4 million. As of December 28, 2019, $331.4 million of our
cash was held by foreign subsidiaries and could be used in our domestic operations if necessary. We periodically evaluate our
cash held outside the US and may pursue opportunities to repatriate certain foreign cash amounts. We repatriated $32.1 million
of foreign cash in fiscal 2019.
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.
Pension Liabilities and Other Post Retirement Benefits
Accrued pension and other post retirement benefits of $85.3 million and $100.3 million as of December 28, 2019 and
December 29, 2018, respectively.
Credit Agreement
In connection with our acquisition of the Power Transmission Solutions business of Emerson Electric Co. on January 30, 2015
(the "PTS Acquisition"), we entered into a Credit Agreement (the “Prior Credit Agreement”) with JPMorgan Chase Bank, N.A.,
as Administrative Agent and the lenders named therein, providing for a (i) 5-year unsecured term loan facility in the principal
amount of $1.25 billion (the “Prior Term Facility”) and (ii) a 5-year unsecured multicurrency revolving facility in the principal
amount of $500.0 million (the “Prior Multicurrency Revolving Facility”), including a $100.0 million letter of credit sub facility
available for general corporate purposes. Borrowings under the Credit Agreement bore interest at floating rates based upon indices
determined by the currency of the borrowing, plus an applicable margin determined by reference to our consolidated funded debt
to consolidated EBITDA ratio or at an alternative base rate.
On August 27, 2018, we replaced the Prior Credit Agreement by entering into an Amended and Restated Credit Agreement (the
“Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders named therein, providing for a
(i) 5-year unsecured term loan facility in the principal amount of $900.0 million (the “Term Facility”) and (ii) a 5-year unsecured
multicurrency revolving facility in the principal amount of $500.0 million (the “Multicurrency Revolving Facility”), including a
$50.0 million letter of credit sub facility, available for general corporate purposes. Borrowings under the Credit Agreement bear
interest at floating rates based upon indices determined by the currency of the borrowing, plus an applicable margin determined
by reference to our consolidated funded debt to consolidated EBITDA ratio or at an alternative base rate.
The Term Facility was drawn in full on August 27, 2018 with the proceeds settling the amounts owed under the Prior Term
Facility and Prior Multicurrency Revolving Facility. The Term Facility requires quarterly amortization at a rate starting at 5.0%
per annum, increasing to 7.5% per annum after three years and further increasing to 10.0% per annum for the last years of the
Term Facility, unless previously prepaid. The weighted average interest rate on the Term Facility was 3.6% and 3.4% for the
fiscal years ended December 28, 2019 and December 29, 2018, respectively. The Credit Agreement requires us to prepay the
loans under the Term Facility with 100% of the net cash proceeds received from specified asset sales and borrowed money
indebtedness, subject to certain exceptions. We repaid $90.0 million under the Term Facility in fiscal 2019 and 2018, respectively.
35
As of December 28, 2019 we had borrowings under the Multicurrency Revolving Facility in the amount of $17.7 million, $0.4
million of standby letters of credit and $481.9 million of available borrowing capacity. The average daily balance in borrowings
under the Multicurrency Revolving Facility was $91.7 million and $171.5 million, and the weighted average interest rate on the
Multicurrency Revolving Facility was 3.6% and 3.3% for the fiscal years ended December 28, 2019 and December 29, 2018,
respectively. We pay a non-use fee on the aggregate unused amount of the Multicurrency Revolving Facility at a rate determined
by reference to its consolidated funded debt to consolidated EBITDA ratio.
Senior Notes
As of December 28, 2019, we had $400.0 million of unsecured senior notes (the “Notes”) outstanding. The Notes consist of
$400.0 million in senior notes in a private placement which were issued in five tranches with maturities from ten to twelve years
and carry fixed interest rates. As of December 28, 2019, $400.0 million of the Notes are included in Long-Term Debt on the
Consolidated Balance Sheets.
Details on the Notes as of December 28, 2019 were (in millions):
Fixed Rate Series 2011A
Fixed Rate Series 2011A
Total
Compliance with Financial Covenants
Principal
Interest Rate
Maturity
$
$
230.0
170.0
400.0
4.8 to 5.0%
4.9 to 5.1%
July 14, 2021
July 14, 2023
The Credit Agreement and the Notes contain covenants under which we agree to maintain a minimum EBITDA-to-interest
coverage ratio and maximum Debt-to-EBITDA ratio. We were in compliance with all financial covenants contained in the Notes
and the Credit Agreement as of December 28, 2019.
Other Notes Payable
As of December 28, 2019, other notes payable of $4.5 million were outstanding with a weighted average interest rate of 5.0%.
As of December 29, 2018, other notes payable of $4.9 million were outstanding with a weighted average rate of 5.0%.
Based on rates for instruments with comparable maturities and credit quality, the approximate fair value of our total debt was
$1,162.1 million and $1,323.6 million as of December 28, 2019 and December 29, 2018, respectively.
Litigation
See Part 1 - Item 3 - Legal Proceedings for additional details.
36
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, 2019 (in millions):
Payments Due by
Period (1)
Less than one year $
1 - 3 years
3 - 5 years
More than 5 years
Total
$
Debt Including
Estimated
Interest
Payments (2)
Operating
Leases
Pension
Obligations
Purchase and
Other
Obligations
Total
Contractual
Obligations
$
43.1
344.1
881.2
1.9
1,270.3 $
$
26.6
35.0
13.5
13.4
88.5 $
$
10.6
7.9
7.0
14.8
40.3 $
223.7
$
—
—
—
223.7 $
304.0
387.0
901.7
30.1
1,622.8
(1) The timing and future spot prices affect the settlement values of our hedge obligations related to commodities and currency exchange rates.
Accordingly, these obligations are not included above in the table of contractual obligations (See also Item 7A and Note 9 of Notes to the
Consolidated Financial Statements). 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 fiscal 2019 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, 2019.
(2) Variable rate debt based on December 28, 2019 rates. See also Note 7 of Notes to the Consolidated Financial Statements.
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.”
As of December 28, 2019, we had outstanding standby letters of credit totaling approximately $21.4 million. We had no other
material commercial commitments.
We did not have any material variable interest entities as of December 28, 2019 or December 29, 2018. Other than disclosed in
the table above and the previous paragraph, we had no other material off-balance sheet arrangements.
Critical Accounting Policies
The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the
United States ("US") 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.
Purchase Accounting and Business Combinations
Assets acquired and the liabilities assumed as part of a business combination are recognized separately from goodwill at their
acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the
net of the acquisition date fair values of the assets acquired and the liabilities assumed. We, with the assistance of outside
specialists as necessary, use estimates and assumptions to value assets acquired and liabilities assumed at the acquisition date as
well as contingent consideration, where applicable. We may refine these estimates during the measurement period which may be
up to one year from the acquisition date. As a result, during the measurement period, we record adjustments to the assets acquired
and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final
37
determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are
recorded to our Consolidated Statements of Income.
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. For goodwill, we may perform a qualitative test to determine whether it is more-likely-than-not that the fair value of a
reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative
goodwill impairment test. 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 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 and EBITDA margin projections and
terminal value rates because such assumptions are the most sensitive and susceptible to change as they require significant
management judgment. Discount rates are determined by using market and industry data as well as Company-specific risk factors
for each reporting unit. 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 discount rate and long-term growth
rates.
In conjunction with the change from three operating segments to four operating segments, we evaluated and changed our reporting
unit structure. For fiscal 2019 the calculated fair values for three of our reporting units did not exceed the carrying value by at
least 10%: the global industrial motors reporting unit, the commercial air moving reporting unit and the power systems switch
reporting unit. The global industrial motors reporting unit had goodwill of $122.3 million as of December 28, 2019 and is included
in our Industrial Systems segment. The commercial air moving reporting unit had goodwill of $38.3 million as of December 28,
2019 and is included in our Commercial Systems segment. The power systems switch reporting unit had goodwill of $15.6 million
as of December 28, 2019 and is included in our Industrial Systems segment. Some of the key considerations used in our
impairment testing included (i) market pricing of guideline publicly traded companies (ii) cost of capital, including the risk-free
interest rate, and (iii) recent historical and projected operating results of the subject reporting units. There is inherent uncertainty
included in the assumptions used in goodwill impairment testing. A change to any of the assumptions could lead to a future
impairment that could be material.
We aggregate our business units by segment for reporting purposes and the majority of our goodwill is within our Power
Transmissions Solutions segment (see also Note 6 of Notes to the Consolidated Financial Statements).
Long-Lived Assets
We evaluate the recoverability of the carrying amount of long-lived 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 long-lived assets, the Company uses an estimate of the related undiscounted cash
flows over the remaining life of the primary asset to estimate recoverability.
38
Indefinite-Lived Assets
Indefinite-lived intangible assets consist of a trade name associated with the PTS Acquisition. It was evaluated for impairment in
October 2019. We determined the fair value of this asset using a royalty relief methodology similar to the methodology used
when the associated asset was acquired, but using updated assumptions and estimates of future sales and profitability. For fiscal
2019 and fiscal 2018, the fair value of the indefinite lived intangible asset exceeded its respective carrying value, however, in
fiscal 2019 the fair value of the indefinite lived intangible asset exceeded its respective carrying value by less than 10%. Some
of the key considerations used in our impairment testing included (i) cost of capital, including the risk-free interest rate, (ii)
royalty rate, and (iii) recent historical and projected operating performance. There is inherent uncertainty included in the
assumptions used in indefinite-lived intangible asset testing. A change to any of the assumptions could lead to a future impairment
that could be material.
Retirement and Post Retirement Plans
Most of our domestic associates are participants in defined contribution plans and/or defined benefit pension plans. The defined
benefit pension plans covering a majority of our domestic associates have been closed to new associates and frozen for existing
associates. Certain associates are covered by a post retirement health care plan. Most of our foreign associates 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.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURE 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 prohibit the use of financial instruments for speculative purposes.
All qualified 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 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. As of December 28, 2019, we had $404.3 million of fixed rate debt and $737.9 million of variable rate debt. As
of December 29, 2018, we had $404.7 million of fixed rate debt and $908.6 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 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 as of December 28, 2019
would result in a $1.8 million change in after-tax annualized earnings. We have entered into a pay fixed/receive floating interest
39
rate swap to manage fluctuations in cash flows resulting from interest rate risk related to the floating rate interest on our Term
Facility. Such interest rate swap has been designated as a cash flow hedge against forecasted interest payments.
Details regarding the instruments as of December 28, 2019 are as follows (in millions):
Instrument
Swap
Notional Amount
$88.4
Maturity
April 12, 2021
Rate Paid
2.5%
Rate Received
LIBOR (1 month)
Fair Value Loss
$(1.0)
As of December 28, 2019, a $1.0 million interest rate swap liability was included in Noncurrent Hedging Obligations. As of
December 29, 2018, an immaterial interest rate swap was included in Other Noncurrent Assets. There was an unrealized loss of
$(0.8) million, net of tax, for fiscal 2019 and an immaterial amount for 2018 that was recorded in AOCI for the effective portion
of the hedge.
In July 2017, the United Kingdom Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop
persuading or compelling banks to submit rates for the calculation of LIBOR after 2021. We have material exposure to LIBOR
through our revolving credit facility, certain lines of credit and interest rate swaps that are indexed to USD-LIBOR. It is expected
that LIBOR will be discontinued and, while we believe an acceptable replacement to LIBOR will be available, if LIBOR is
discontinued, we cannot reasonably estimate the impact, if any, on such discontinuation.
Foreign Currency Risk
We are 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 credit worthy 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, 2019, derivative currency assets (liabilities) of $8.9 million, $10.3 million, $(3.1) million and $(0.2) million,
are recorded in Prepaid Expenses and Other Current Assets, Other Noncurrent Assets, Current Hedging Obligations and
Noncurrent Hedging Obligations, respectively. As of December 29, 2018, derivative currency assets (liabilities) of $6.6 million,
$7.2 million, $(5.0) million and $(1.1) million, are recorded in Prepaid Expenses and Other Current Assets, Other Noncurrent
Assets, Current Hedging Obligations and Noncurrent Hedging Obligations, respectively. The unrealized gains on the effective
portions of the hedges of $5.7 million net of tax and $1.3 million net of tax, as of December 28, 2019 and December 29, 2018,
respectively, was recorded in AOCI. As of December 28, 2019, we had $2.1 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. As of December 29, 2018, we had
$(0.7) million, net of tax, of currency 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 foreign exchange contracts intended to hedge non-US dollar denominated
receivables and payables and the corresponding impact on the value of these instruments assuming a hypothetical 10%
appreciation/depreciation of their counter currency on December 28, 2019 (dollars in millions):
40
Currency
Mexican Peso
Chinese Renminbi
Indian Rupee
Euro
Canadian Dollar
Australian Dollar
Thai Baht
Swedish Krona
British Pound
Notional
Amount
Fair
Value
10% Appreciation of
Counter Currency
10% Depreciation of
Counter Currency
Gain (Loss) From:
$
160.2 $
104.6
36.7
127.0
9.4
11.4
5.7
2.4
15.4
8.0 $
(2.8 )
0.8
9.4
—
0.1
0.3
—
0.1
16.0 $
10.5
3.7
12.7
0.9
1.1
0.6
0.2
1.5
(16.0 )
(10.5 )
(3.7 )
(12.7 )
(0.9 )
(1.1 )
(0.6 )
(0.2 )
(1.5 )
Gains and losses indicated in the sensitivity analysis would be largely offset by gains and losses on the underlying forecasted
non-US dollar denominated cash flows.
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. Qualified hedge 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 $2.6 million, $0.1 million and $(0.3) million are recorded in Prepaid Expenses, Other
Noncurrent Assets and Current Hedging Obligations, respectively as of December 28, 2019. Derivative commodity assets of $0.1
million are recorded in Prepaid Expenses as of December 29, 2018. The unrealized gain (loss) on the effective portion of the
hedges of $1.8 million net of tax and $(4.6) million net of tax, as of December 28, 2019 and December 29, 2018, respectively,
was recorded in AOCI. As of December 28, 2019, we had an additional $(0.8) 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. As of December 29,
2018, we had an additional $(1.4) million, net of tax, of derivative commodity 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 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, 2019 (dollars in millions):
Commodity
Copper
Aluminum
Notional
Amount
Fair
Value
10% Appreciation of
Commodity Prices
10% Depreciation of
Commodity Prices
$
49.3 $
3.4
2.5 $
(0.1 )
4.9 $
0.3
(4.9 )
(0.3 )
Gain (Loss) From:
Gains and losses indicated in the sensitivity analysis would be largely offset by the actual prices of the commodities.
The net AOCI balance related to hedging activities of $8.0 million loss as of December 28, 2019 includes $6.2 million of net
current deferred gains expected to be realized in the next twelve months.
41
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.
42
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 from Operations (1)
Net Income
Net Income Attributable to Regal
Beloit Corporation
Earnings Per Share Attributable to
Regal Beloit Corporation (2)
Basic
Assuming Dilution
Weighted Average Number of
Shares Outstanding
Basic
Assuming Dilution
Net Sales
Commercial Systems
Industrial Systems
Climate Solutions
Power Transmission Solutions
Income (Loss) from Operations
Commercial Systems
Industrial Systems
Climate Solutions
Power Transmission Solutions
2018
2018
2019
2019
2018
$ 853.8 $ 878.8 $ 873.7 $ 959.7 $ 772.3 $ 925.4 $ 738.2 $ 881.7
239.7
89.8
56.5
247.4
99.6
67.3
190.2
61.7
37.6
234.6
120.6
86.8
234.9
88.2
59.3
242.6
69.4
52.7
234.0
96.0
67.4
201.9
72.8
50.8
2019
2018
2019
85.9
58.4
66.6
65.9
49.7
51.3
36.7
55.6
2.01
1.99
1.32
1.31
1.56
1.55
1.51
1.50
1.20
1.19
1.18
1.17
0.90
0.89
1.29
1.28
42.8
43.1
44.2
44.5
42.6
43.0
43.8
44.1
41.5
41.7
43.4
43.8
40.9
41.1
43.1
43.4
$ 242.2 $ 249.0 $ 246.3 $ 292.2 $ 214.8 $ 296.5 $ 202.0 $ 273.2
163.5
232.2
212.8
176.8
277.3
213.4
138.0
206.4
191.8
138.1
263.3
210.2
155.5
267.9
204.0
165.8
255.4
207.7
143.8
230.9
182.8
165.0
259.9
204.9
57.8
(4.3 )
38.9
28.2
19.7
9.4
32.3
26.8
20.8
(1.3 )
51.7
24.8
23.6
6.9
44.0
25.1
16.6
(2.3 )
37.6
20.9
31.2
4.1
6.0
28.1
7.9
(1.4 )
35.7
19.5
27.7
4.4
33.3
24.4
(1) The first quarter 2019 results included a gain on divestiture of $41.2 million included in the Commercial Systems segment.
(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.
43
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, 2019. 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 (2013). Based on
the results of its evaluation, the Company's management concluded that, as of December 28, 2019, 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, 2019 has been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report which is included herein.
February 26, 2020
44
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Regal Beloit Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Regal Beloit Corporation and subsidiaries (the "Company")
as of December 28, 2019 and December 29, 2018, the related consolidated statements of income, comprehensive income,
shareholders' equity, and cash flows, for each of the three fiscal years in the period ended December 28, 2019, and the related
notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2019 and
December 29, 2018, and the results of its operations and its cash flows for each of the three fiscal years in the period ended
December 28, 2019, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 28, 2019, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 26, 2020, expressed an unqualified opinion on the Company's internal control over
financial reporting.
Adoption of a New Accounting Standard
As discussed in Note 3 to the consolidated financial statements, the Company has changed its method of accounting for leases in
the year ended December 28, 2019, due to the adoption of Accounting Standard Update No. 2016-02, Leases (Topic ASC 842),
under the modified retrospective approach.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are
material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.
45
Goodwill Valuation - Global Industrial Motors & Commercial Air Moving Reporting Units - Refer to Notes 3 and 5 to the
Financial Statements
Critical Audit Matter Description
The Company performed an impairment evaluation of the goodwill for the Global Industrial Motors and Commercial Air Moving
reporting units by comparing the estimated fair value of each of these reporting units to its carrying value. In order to estimate
the fair value of these reporting units, management is required to make significant estimates and assumptions related to discount
rates and forecasts of future revenues and Earnings Before Interest Taxes Depreciation & Amortization (“EBITDA”) margins.
Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment
charge, or both. The goodwill balance was $1,501 million as of December 28, 2019, of which $122.3 million and $38.3 million
related to the Global Industrial Motors and Commercial Air Moving reporting units, respectively. As of November 2, 2019, the
Company’s measurement date, the Company determined that the fair value of each reporting unit exceeded its carrying value and
therefore no impairment was recognized. Both the Global Industrial Motors and Commercial Air Moving reporting units exceeded
their carrying value by less than 10%.
We identified the impairment evaluation of goodwill for the Global Industrial Motors and Commercial Air Moving reporting
units as a critical audit matter because of the inherent subjectivity involved in management’s estimates and assumptions related
to discount rates and forecasts of future revenues and EBITDA margins. The audit procedures to evaluate the reasonableness of
management’s estimates and assumptions related to the selection of the discount rates and forecast of future revenues and
EBITDA margins required a high degree of auditor judgement and an increased extent of effort, including the need to involve
our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the selection of discount rates and forecasts of future revenues and EBITDA margins for the
Global Industrial Motors and Commercial Air Moving reporting units included the following, among others:
• We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the
selection of the discount rates and management’s development of forecasts of future revenues and EBITDA margins.
• We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal
communications to management and the Board of Directors, and (3) forecasted information included in analyst and industry
reports for the Company and certain of its peer companies.
• We evaluated the impact of changes in management’s forecasts from the November 2, 2019, annual measurement date to
December 28, 2019.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates by:
• Tested the source information underlying management’s determination of the discount rates.
• Tested the mathematical accuracy of management’s calculations.
• Developed a range of independent estimates and compared those to the discount rates selected by management.
Indefinite-lived Intangible Asset Valuation - PTS Trade Name - Refer to Notes 3 and 5 to the Financial Statements
Critical Audit Matter Description
The indefinite-lived intangible asset consists of a trade name associated with the PTS acquisition totaling $121.6 million as of
December 28, 2019, which is tested for impairment on an annual basis. The impairment assessment includes a comparison of the
estimated fair value of the trade name to its carrying value. In order to determine the fair value of the trade name, management
is required to forecast future revenues related to the trade name, as well as assumptions about the discount rate and royalty rate
to be used in the evaluation. Changes in these assumptions could have a significant impact on either the fair value, the amount of
any impairment charge, or both.
We identified the impairment assessment of the Company’s indefinite-lived trade name as a critical audit matter because of the
significant estimates and assumptions management makes related to forecasts of future revenues, the discount rate and royalty
rate, in estimating the fair value of the indefinite-lived intangible assets. The audit procedures to evaluate the reasonableness of
management’s estimates and assumptions related to forecasts of future revenue and the selection of the discount rate and royalty
46
rate for the PTS trade name required a high degree of auditor judgement and an increased extent of effort, including the need to
involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to forecasts of future revenue and the selection of the discount rate and royalty rate for the PTS trade
name included the following, among others:
• We tested the effectiveness of controls over management’s intangible asset impairment evaluation, including those over
management’s development of forecasts of future revenues and the selection of the discount rate and royalty rate.
• We evaluated management’s ability to accurately forecast future revenues by comparing actual results to management’s
historical forecasts.
• We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal
communications to management and the Board of Directors, and (3) forecasted information included in analyst and industry
reports for the Company and certain of its peer companies.
• We evaluated the impact of changes in management’s forecasts from the November 2, 2019, annual measurement date to
December 28, 2019.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the royalty rate by:
• Tested the source information underlying management’s determination of the royalty rate.
• Tested the mathematical accuracy of management’s calculations.
• Compared the royalty rate selected by management to comparable royalty transactions and other publicly available
information.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by:
• Tested the source information underlying management’s determination of the discount rate.
• Tested the mathematical accuracy of management’s calculation.
• Developed a range of independent estimates and compared those to the discount rate selected by management.
/s/ Deloitte & Touche LLP
Milwaukee, Wisconsin
February 26, 2020
We have served as the Company's auditor since 2002.
47
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Regal Beloit Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Regal Beloit Corporation and subsidiaries (the “Company”) as
of December 28, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 28, 2019, based on criteria established in Internal
Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended December 28, 2019, of the Company and our report
dated February 26, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph
regarding the Company’s adoption of a new accounting standard.
Basis for Opinion
The Company’s management is responsible 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 the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit 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, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Milwaukee, Wisconsin
February 26, 2020
48
REGAL BELOIT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Millions, Except Per Share Data)
Net Sales
Cost of Sales
Gross Profit
Operating Expenses
Goodwill Impairment
Asset Impairments
Gain on Sale of Businesses
Total Operating Expenses
Income from Operations
Other (Income) Expenses, net
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
For the Year Ended
December 28,
2019
December 29,
2018
December 30,
2017
$
$
$
$
3,238.0 $
2,377.3
860.7
544.3
—
10.0
(44.7 )
509.6
351.1
(0.1 )
53.0
5.6
303.8
61.2
242.6
3.7
238.9 $
5.69 $
5.66 $
42.0
42.2
3,645.6 $
2,681.0
964.6
599.4
9.5
8.7
—
617.6
347.0
1.5
55.2
1.9
292.2
56.4
235.8
4.6
231.2 $
5.30 $
5.26 $
43.6
43.9
3,360.3
2,476.7
883.6
552.6
—
—
(0.1 )
552.5
331.1
1.0
56.1
3.2
277.2
59.1
218.1
5.1
213.0
4.78
4.74
44.6
44.9
See accompanying Notes to the Consolidated Financial Statements.
49
REGAL BELOIT CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Millions)
For the Year Ended
December 28, 2019
December 29, 2018
Net Income
Other Comprehensive Income (Loss) Net of Tax:
Translation:
$
242.6
$
Foreign Currency Translation Adjustments
(9.2 )
(71.2 )
December 30, 2017
218.1
$
235.8
1.6
—
103.1
—
Reclassification of Foreign Currency Translation
Adjustments Included in Net Income, Net of $0.0
Million Tax Effects in 2019, 2018 and 2017.
Hedging Activities:
Increase (Decrease) in Fair Value of Hedging
Activities, Net of Tax Effects of $4.6 Million in
2019, $(1.2) Million in 2018 and $26.1 Million in
2017
Reclassification of (Gains) Losses Included in Net
Income, Net of Tax Effects of $(0.4) Million in 2019,
$(3.8) Million in 2018 and $4.5 Million in 2017
Pension and Post Retirement Plans:
Decrease (Increase) in Prior Service Cost and
Unrecognized Gain (Loss), Net of Tax Effects of
$1.8 Million in 2019, $(0.6) Million in 2018 and $0.4
Million in 2017
Amortization
and
Unrecognized Loss Included in Net Periodic Pension
Cost, Net of Tax Effects of $0.5 Million in 2019, $0.8
Million in 2018 and $0.9 Million in 2017
of Prior Service Cost
Other Comprehensive Income (Loss)
Comprehensive Income
Less: Comprehensive Income Attributable to
Noncontrolling Interest
Comprehensive Income Attributable to Regal Beloit
Corporation
$
14.7
$
(4.0 )
$
42.4
(1.3 )
13.4
(12.0 )
(16.0 )
7.3
49.7
5.7
1.5
(1.9 )
1.8
7.2
13.0
255.6
3.1
2.9
1.0
1.6
(86.2 )
149.6
2.8
3.4
156.2
374.3
7.2
$
252.5
$
146.8
$
367.1
See accompanying Notes to the Consolidated Financial Statements.
50
REGAL BELOIT CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions, Except Per Share Data)
December 28, 2019
December 29, 2018
ASSETS
Current Assets:
Cash and Cash Equivalents
Trade Receivables, Less Allowances of $9.7 Million in 2019 and $13.3 Million in
2018
Inventories
Prepaid Expenses and Other Current Assets
Assets Held for Sale
$
Total Current Assets
Net Property, Plant and Equipment
Operating Lease Assets
Goodwill
Intangible Assets, Net of Amortization
Deferred Income Tax Benefits
Other Noncurrent Assets
Total Assets
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable
Dividends Payable
Current Hedging Obligations
Accrued Compensation and Benefits
Other Accrued Expenses
Liabilities Held for Sale
Current Operating Lease Liabilities
Current Maturities of Long-Term Debt
Total Current Liabilities
Long-Term Debt
Deferred Income Taxes
Noncurrent Hedging Obligations
Pension and Other Post Retirement Benefits
Noncurrent Operating Lease Liabilities
Other Noncurrent Liabilities
Contingencies (see Note 12)
Equity:
Regal Beloit Corporation Shareholders' Equity:
Common Stock, $0.01 Par Value, 100.0 Million Shares Authorized, 40.8 Million
and 42.8 Million Shares Issued and Outstanding at 2019 and 2018, 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
$
$
$
331.4 $
461.4
678.4
133.7
2.8
1,607.7
605.0
71.0
1,501.3
567.2
58.4
20.1
4,430.7 $
337.0 $
12.2
3.4
67.3
118.4
—
21.6
0.6
560.5
1,136.9
171.9
1.2
80.8
51.0
48.0
0.4
701.8
1,886.7
(237.8 )
2,351.1
29.3
2,380.4
4,430.7 $
248.6
551.9
767.2
157.9
92.1
1,817.7
615.5
—
1,509.2
625.5
34.2
21.7
4,623.8
424.8
12.0
11.3
81.9
136.0
17.0
—
0.5
683.5
1,306.6
148.3
1.2
96.2
—
49.5
0.4
783.6
1,777.9
(251.4 )
2,310.5
28.0
2,338.5
4,623.8
See accompanying Notes to the Consolidated Financial Statements.
51
REGAL BELOIT CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in Millions, Except Per Share Data)
Common Stock
$0.01 Par Value
Additional Paid-In
Capital
Retained Earnings
Accumulated Other
Comprehensive Loss
Noncontrolling
Interests
Total
Equity
$
0.4
—
—
—
—
—
—
—
$
0.4
—
—
—
—
—
—
—
—
—
$
0.4
—
—
—
—
—
—
—
904.5
$
—
—
—
(3.6 )
13.6
(37.0 )
—
877.5
$
—
—
—
(4.8 )
16.9
(106.0 )
—
—
—
783.6
$
—
—
—
(10.7 )
13.0
(84.1 )
—
$
1,452.0
213.0
—
(45.3 )
—
—
(8.1 )
—
$
1,611.6
231.2
—
(47.7 )
—
—
(21.8 )
4.6
—
—
(318.1 ) $
—
154.1
—
—
—
—
—
(164.0 ) $
—
(84.4 )
—
—
—
—
(4.6 )
1.6
—
$
1,777.9
238.9
(251.4 ) $
—
—
(49.1 )
—
—
(81.0 )
—
13.6
—
—
—
—
—
$
39.4
5.1
2.1
—
—
—
—
(17.4 )
$
29.2
4.6
(1.8 )
—
—
—
—
—
(2.4 )
(1.6 )
$
28.0
3.7
(0.6 )
—
—
—
—
(1.8 )
2,078.2
218.1
156.2
(45.3 )
(3.6 )
13.6
(45.1 )
(17.4 )
2,354.7
235.8
(86.2 )
(47.7 )
(4.8 )
16.9
(127.8 )
—
(0.8 )
(1.6 )
2,338.5
242.6
13.0
(49.1 )
(10.7 )
13.0
(165.1 )
(1.8 )
0.4
$
701.8
$
1,886.7
$
(237.8 ) $
29.3
$
2,380.4
See accompanying Notes to the Consolidated Financial Statements.
Balance as of December
31, 2016
$
Net Income
Other Comprehensive
Income
Dividends Declared
($1.02 Per Share)
Stock Options
Exercised, Including
Income Tax Benefit and
Share Cancellations
Share-Based
Compensation
Stock Repurchase
Dividends Declared to
Noncontrolling Interests
Balance as of December
30, 2017
$
Net Income
Other Comprehensive
Loss
Dividends Declared
($1.10 Per Share)
Stock Options Exercised
Share-Based
Compensation
Stock Repurchase
Adoption of Accounting
Pronouncement ASU
2018-02
Purchase of Subsidiary
Shares from
Noncontrolling Interest
Dividends Declared to
Noncontrolling Interests
Balance as of December
29, 2018
$
Net Income
Other Comprehensive
Income (Loss)
Dividends Declared
($1.18 Per Share)
Stock Options Exercised
Share-Based
Compensation
Stock Repurchase
Dividends Declared to
Noncontrolling Interests
Balance as of December
28, 2019
$
52
REGAL BELOIT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
For the Year Ended
December 28,
2019
December 29,
2018
December 30,
2017
$
242.6 $
235.8 $
218.1
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities (Net of Acquisitions and Divestitures):
Depreciation
Amortization
Goodwill Impairment
Asset Impairments
Noncash Lease Expense
Share-Based Compensation Expense
Expense (Benefit) from Deferred Income Taxes
Loss on Exit of Business
Exit Related Costs
Loss (Gain) on Disposition of Assets
Other Non-Cash Changes
Gain on Sale of Businesses
Change in Operating Assets and Liabilities, Net of Acquisitions and Divestitures
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
Proceeds from Sale of Businesses
Proceeds from Sale of Assets
Net Cash Provided by (Used in) Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings Under Revolving Credit Facility
Repayments Under Revolving Credit Facility
Proceeds from Short-Term Borrowings
Repayments of Short-Term Borrowings
Proceeds from Long-Term Borrowings
Repayments of Long-Term Borrowings
Dividends Paid to Shareholders
Proceeds from the Exercise of Stock Options
Shares Surrendered for Taxes
Purchase of Subsidiary Shares from Noncontrolling Interest
Financing Fees Paid
Repurchase of Common Stock
Payments of Contingent Consideration
Distributions to Noncontrolling Interests
Net Cash Used in Financing Activities
EFFECT OF EXCHANGE RATES ON CASH and CASH EQUIVALENTS
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
$
$
See accompanying Notes to the Consolidated Financial Statements.
53
84.2
50.3
—
10.0
30.6
13.0
22.4
—
—
(0.7 )
4.0
(44.7 )
70.3
68.6
(80.3 )
(61.8 )
408.5
(92.4 )
—
—
—
157.9
8.8
74.3
1,150.1
(1,230.8 )
27.5
(27.5 )
—
(90.3 )
(48.9 )
0.3
(10.9 )
—
—
(165.1 )
—
(1.8 )
(397.4 )
(2.6 )
82.8
248.6
331.4 $
51.7 $
42.3
87.5
54.9
9.5
8.7
—
16.9
13.2
—
16.7
1.1
3.0
—
(56.5 )
(42.7 )
41.1
(26.5 )
362.7
(77.6 )
—
0.5
(161.5 )
0.7
10.0
(227.9 )
1,350.3
(1,271.7 )
19.0
(19.7 )
900.2
(811.4 )
(47.2 )
—
(3.5 )
(0.8 )
(3.5 )
(127.8 )
—
(1.6 )
(17.7 )
(8.1 )
109.0
139.6
248.6 $
54.2 $
81.2
82.0
55.2
—
—
—
13.6
(9.7 )
3.9
—
(2.5 )
1.3
(0.1 )
(31.0 )
(83.0 )
37.7
6.4
291.9
(65.2 )
(0.9 )
0.9
—
1.1
6.3
(57.8 )
1,247.6
(1,245.8 )
25.2
(24.7 )
0.3
(277.3 )
(44.5 )
0.4
(4.0 )
—
—
(45.1 )
(5.3 )
(17.4 )
(390.6 )
11.6
(144.9 )
284.5
139.6
53.7
66.9
Notes to the Consolidated Financial Statements
(1) Nature of Operations
Regal Beloit Corporation (the “Company”) is a United States based multi-national corporation. Effective December 28, 2019,
the Company transitioned from three operating segments to four operating segments to align with the change to its management
structure and operating model. The Company's four operating segments are: the Commercial Systems segment produces
fractional to approximately 5 horsepower AC and DC motors, electronic variable speed controls, fans, and blowers for
commercial applications; the Industrial Systems segment produces integral motors, generators, alternators and switchgear for
industrial applications, along with aftermarket parts and kits to support such products; the Climate Solutions segment produces
small motors, electronic variable speed controls and air moving solutions; and the Power Transmission Solutions segment
produces, sells and services belt and chain drives, helical and worm gearing, mounted and unmounted bearings, couplings,
modular plastic belts, conveying chains and components, hydraulic pump drives, large open gearing and specialty mechanical
products.
(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, 2019, December 29, 2018 and December 30, 2017 were 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 (“US 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 and post retirement assets and liabilities; derivative fair values; goodwill and other asset impairments; health care
reserves; 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 Provision for
Income Taxes.
Revenue Recognition
The Company recognizes revenue from the sale of electric motors, electrical motion controls, power generation and power
transmission products. The Company recognizes revenue when control of the product passes to the customer or the service is
provided and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or
services.
54
For a limited number of contracts, the Company recognizes revenue over time in proportion to costs incurred. The pricing of
products sold is generally supported by customer purchase orders, and accounts receivable collection is reasonably assured.
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 are recorded in Cost of Sales and
handling costs incurred in connection with selling and distribution activities are recorded in Operating Expenses.
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 2019,
fiscal 2018 or fiscal 2017.
Nature of Goods and Services
The Company sells products with multiple applications as well as customized products that have a single application such as
those manufactured for its OEM’s customers. The Company reports in four operating segments: Commercial Systems, Industrial
Systems, Climate Solutions and Power Transmission Solutions. See Note 6 for a description of the different segments.
Nature of Performance Obligations
The Company’s contracts with customers typically consist of purchase orders, invoices and master supply agreements. At contract
inception, across all four segments, the Company assesses the goods and services promised in its sales arrangements with
customers and identifies a performance obligation for each promise to transfer to the customer a good or service that is distinct.
The Company’s primary performance obligations consist of product sales and customized systems/solutions.
Product:
The nature of products varies from segment to segment but across all segments, individual products are generally not integrated
and represent separate performance obligations.
Customized systems/solutions:
The Company provides customized systems/solutions which consist of multiple products engineered and designed to specific
customer specification, combined or integrated into one combined solution for a specific customer application. The goods are
transferred to the customer and revenue is typically recognized over time as the performance obligations are satisfied.
When Performance Obligations are Satisfied
For performance obligations related to substantially all of the Company's product sales, the Company determines that the
customer obtains control upon shipment and recognizes revenue accordingly. Once a product has shipped, the customer is able
to direct the use of, and obtain substantially all of the remaining benefits from the asset. The Company considers control to have
transferred upon shipment because the Company has a present right to payment at that time, the customer has legal title to the
asset, the Company has transferred physical possession of the asset, and the customer has significant risks and rewards of
ownership of the asset.
For a limited number of contracts, the Company transfers control and recognizes revenue over time. The Company satisfies its
performance obligations over time and the Company uses a cost-based input method to measure progress. In applying the cost-
based method of revenue recognition, the Company uses actual costs incurred to date relative to the total estimated costs for the
contract in conjunction with the customer's commitment to perform in determining the amount of revenue and cost to recognize.
The Company has determined that the cost-based input method provides a faithful depiction of the transfer of goods to the
customer.
Payment Terms
The arrangement with the customer states the final terms of the sale, including the description, quantity, and price of each product
or service purchased. Payment terms vary by customer but typically range from due upon delivery to 120 days after delivery. For
contracts recognized at a point in time, revenue and billing typically occur simultaneously. The Company generally has payment
terms with its customers of one year or less and has elected the practical expedient applicable to such contracts not to consider
the time value of money. For contracts recognized using the cost-based input method, revenue recognized in excess of customer
55
billings and billings in excess of revenue recognized are reviewed to determine the net asset or net liability position and classified
as such on the Consolidated Balance Sheet.
Returns, Refunds and Warranties
The Company’s contracts do not explicitly offer a “general” right of return to its customers (e.g. customers ordered excess
products and return unused items). Warranties are classified as either assurance type or service type warranties. A warranty is
considered an assurance type warranty if it provides the customer with assurance that the product will function as intended. A
warranty that goes above and beyond ensuring basic functionality is considered a service type warranty. The Company generally
only offers limited warranties which are considered to be assurance type warranties and are not accounted for as separate
performance obligations. Customers generally receive repair or replacement on products that do not function to specification.
Estimated product warranties are provided for specific product groups and the Company accrues for estimated future warranty
cost in the period in which the sale is recognized. The Company estimates the accrual requirements based on historical warranty
loss experience and the cost is included in Cost of Sales.
Volume Rebates
In some cases, the nature of the Company’s contract may give rise to variable consideration including volume based sales
incentives. If the customer achieves specific sales targets, they are entitled to rebates. The Company estimates the projected
amount of the rebates that will be achieved and recognizes the estimated costs as a reduction to Net Sales as revenue is recognized.
Disaggregation of Revenue
The following table presents the Company’s revenues disaggregated by geographical region for the fiscal year ended
December 28, 2019 and December 29, 2018, respectively, (in millions):
December 28, 2019
Commercial
Systems
Industrial
Systems
Climate
Solutions
Power
Transmission
Solutions
North America
Asia
Europe
Rest-of-World
Total
December 29, 2018
North America
Asia
Europe
Rest-of-World
Total
$
$
$
$
643.0 $
107.2
135.5
19.6
905.3 $
313.5 $
167.0
49.2
45.7
575.4 $
848.6 $
37.7
40.5
41.7
968.5 $
639.9 $
30.4
91.5
27.0
788.8 $
Commercial
Systems
Industrial
Systems
Climate
Solutions
Power
Transmission
Solutions
813.6 $
142.7
122.1
32.5
1,110.9 $
360.0 $
194.8
55.1
61.2
671.1 $
891.9 $
39.5
50.5
42.9
1,024.8 $
686.4 $
24.1
96.9
31.4
838.8 $
Total
2,445.0
342.3
316.7
134.0
3,238.0
Total
2,751.9
401.1
324.6
168.0
3,645.6
Practical Expedients and Exemptions
The Company typically expenses incremental direct costs of obtaining a contract, primarily sales commissions, as incurred
because the amortization period is expected to be 12 months or less. Contract costs are included in Operating Expenses in the
accompanying Consolidated Statements of Income.
Due to the short nature of the Company’s contracts, the Company has adopted a practical expedient to not disclose revenue
allocated to remaining performance obligations as substantially all of its contracts have original terms of 12 months or less.
The Company typically does not include in its transaction price any amounts collected from customers for sales taxes.
The Company has elected to account for shipping and handling costs as fulfillment activities and expense the costs as incurred
as part of Cost of Sales.
56
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 efficient 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 it to gain additional market share, whether in new or existing segments. While these costs make up an
insignificant portion of operating expenses in the Power Transmission Solutions segment, they are more substantial in the Climate
Solutions, Commercial Systems and Industrial Systems segments. In particular, a large driver of research and development efforts
in the Climate Solutions, Commercial Systems and Industrial Systems segments is energy efficiency.
Research and development costs are expensed as incurred. For fiscal 2019, 2018 and 2017, research and development costs were
$22.5 million, $29.3 million and $29.9 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 global financial institutions. The Company 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.
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 experiences 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 take 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 Operating Expenses in the current period; amounts determined to be uncollectable are charged directly
against the allowances, while amounts recovered on previously charged-off accounts benefit current period earnings.
Inventories
The major classes of inventory at year end are as follows:
Raw Material and Work in Process
Finished Goods and Purchased Parts
December 28, 2019
December 29, 2018
48.0%
52.0%
45.0%
55.0%
Inventories are stated at cost, which is not in excess of market. Cost for approximately 53.0% of the Company's inventory as of
December 28, 2019 and 54.0% as of December 29, 2018 was determined using the last-in, first-out method. If all inventories
were valued on the first-in, first-out method, they would have increased by $62.0 million and $65.5 million as of December 28,
2019 and December 29, 2018, respectively. Material, labor and factory overhead costs are included in the inventories.
57
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 an excess and obsolete reserve.
Property, Plant and Equipment
Property, Plant and Equipment 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.
Property, plant and equipment by major classification was as follows (in millions):
Land and Improvements
Buildings and Improvements
Machinery and Equipment
Property, Plant and Equipment
Less: Accumulated Depreciation
Net Property, Plant and Equipment
Useful Life
(In Years)
December 28,
2019
December 29,
2018
3-50
3-15
$
$
80.3 $
305.2
988.2
1,373.7
(768.7 )
605.0 $
82.1
302.8
971.9
1,356.8
(741.3 )
615.5
For fiscal 2019, the Company recognized $5.1 million of asset impairments related to the transfer of assets to held for sale in the
first quarter of 2019. For fiscal 2018, the Company recognized a fixed asset impairment of $1.1 million related to its decision to
exit the hermetic climate business.
Goodwill
The Company evaluates the carrying amount of goodwill annually or more frequently if events or circumstances indicate that the
goodwill 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. For goodwill, the Company may perform a qualitative test to determine whether it is more-likely-than-not that
the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the
quantitative goodwill impairment test. The Company performed quantitative impairment testing for all reporting units in 2019.
The Company performs the required annual goodwill impairment testing 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 and EBITDA
margin projections and terminal value rates because such assumptions are the most sensitive and susceptible to change as they
require significant management judgment. Discount rates are determined by using market and industry data as well as Company-
specific risk factors for each reporting unit. 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 discount rate
and long-term growth rates.
58
In conjunction with the change from three operating segments to four operating segments, the Company evaluated and changed
its reporting unit structure. For fiscal 2019 the calculated fair values for three of the Company's reporting units did not exceed
the carrying value by at least 10%: the global industrial motors reporting unit, the commercial air moving reporting unit and the
power systems switch reporting unit. The global industrial motors reporting unit had goodwill of $122.3 million as of December
28, 2019 and is included in the Company's Industrial Systems segment. The commercial air moving reporting unit had goodwill
of $38.3 million as of December 28, 2019 and is included in the Company's Commercial Systems segment. The power systems
switch reporting unit had goodwill of $15.6 million as of December 28, 2019 and is included in the Company's Industrial Systems
segment. Some of the key considerations used in the Company's impairment testing included (i) market pricing of guideline
publicly traded companies (ii) cost of capital, including the risk-free interest rate, and (iii) recent historical and projected operating
results of the subject reporting unit. There is inherent uncertainty included in the assumptions used in goodwill impairment
testing. A change to any of the assumptions could lead to a future impairment that could be material.
On July 31, 2018, the Company received notification from a customer of its hermetic climate business that it would wind down
operations. The hermetic climate business accounted for sales of $19.5 million and $52.6 million for the fiscal years ended 2019
and 2018, respectively. As a result of this notification, the Company accelerated its plans to exit this business. The Company
recognized exit and exit related charges of $34.9 million during fiscal 2018. The charges included goodwill impairment of $9.5
million, customer relationship intangible asset impairment of $5.5 million, technology intangible asset impairment of $2.1 million
and fixed asset impairment of $1.1 million. In addition to the impairments, the Company took charges on accounts receivable
and inventory along with recognizing other expenses related to exiting the business.
Intangible Assets
Intangible assets with finite lives are amortized over their estimated useful lives using the straight line method. The Company
evaluates amortizing intangibles 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. The Company
recorded impairments for its customer relationship intangible asset of $4.9 million in fiscal 2019 as the result of transferring to
assets held for sale. In fiscal 2018, the Company recorded impairments for its customer relationship intangible asset of $5.5
million and technology intangible asset of $2.1 million due to the winding down of the hermetic climate business described
above.
Indefinite-lived intangible assets are not amortized. The Company evaluates the carrying amount of indefinite-lived intangible
assets annually or more frequently if events or circumstances indicate that the assets might be impaired. The Company performs
the required annual impairment testing as of the end of the October fiscal month.
The indefinite-lived intangible asset consists of a trade name associated with the acquired Power Transmission Solutions business.
It was evaluated for impairment in October 2019. The Company determined the fair value of this asset using a royalty relief
methodology similar to the methodology used when the associated asset was acquired, but using updated assumptions and
estimates of future sales and profitability. For fiscal 2019 and fiscal 2018, the fair value of the indefinite lived intangible asset
exceeded its respective carrying value, however, in fiscal 2019 the fair value of the indefinite lived intangible asset exceeded its
respective carrying value by less than 10%. Some of the key considerations used in the Company's impairment testing included
(i) cost of capital, including the risk-free interest rate, (ii) royalty rate and (iii) recent historical and projected operating
performance. There is inherent uncertainty included in the assumptions used in indefinite-lived intangible asset testing. A change
to any of the assumptions could lead to a future impairment that could be material.
59
Long-Lived Assets
The Company evaluates the recoverability of the carrying amount of property, plant and equipment assets (collectively, "long-
lived 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 economic trends. For long-lived assets, the Company uses an estimate of the
related undiscounted cash flows over the remaining life of the primary asset to estimate recoverability of the asset group. If the
asset is not recoverable, the asset is written down to fair value. The Company concluded it had an impairment of $5.1 million in
long-lived assets in fiscal 2019 due to the transfer of assets to held for sale. In fiscal 2018, there were $1.1 million in impairments
in long-lived assets due to the winding down of the hermetic climate business described above.
Earnings Per Share
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 dilutive securities. Share based compensation
awards for common shares where the exercise price was above the market price have been excluded from the calculation of the
effect of dilutive securities shown below; the amount of these shares were 0.4 million in fiscal 2019, 0.6 million in fiscal 2018
and 0.5 million in fiscal 2017. The following table reconciles the basic and diluted shares used in earnings per share calculations
for the fiscal years ended (in millions):
Denominator for Basic Earnings Per Share
Effect of Dilutive Securities
Denominator for Diluted Earnings Per Share
Retirement and Post Retirement Plans
2019
2018
2017
42.0
0.2
42.2
43.6
0.3
43.9
44.6
0.3
44.9
The Company's domestic associates are covered by defined contribution plans and approximately half of the Company's domestic
associates are covered by defined benefit pension plans. The majority of the defined benefit pension plans covering the Company's
domestic associates have been closed to new associates and frozen for existing associates. Certain associates are covered by a
post retirement health care plan. Most of the Company's foreign associates are covered by government sponsored plans in the
countries in which they are employed. The Company's obligations under its defined benefit pension and other post retirement
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 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 and health
care cost trend rates.
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 plans
may change significantly from year to year.
The service cost component of the Company's net periodic benefit cost is included in Cost of Sales and Operating Expenses. All
other components of net periodic benefit costs are included in Other (Income) Expenses, net on the Company's Consolidated
Statements of Income.
Derivative Financial Instruments
Derivative instruments are recorded on the Consolidated Balance Sheets at fair value. Any fair value changes are recorded in Net
Income or Accumulated Other Comprehensive Loss ("AOCI") 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).
60
Income Taxes
The Company operates in numerous taxing jurisdictions and is subject to regular examinations by various US federal, state and
foreign jurisdictions for various tax periods. The Company's 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 US dollar, assets and liabilities are translated into US 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.
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
and post retirement liability adjustments are included in Shareholders' Equity under AOCI. As a result of adopting ASU 2018-02
on April 1, 2018 on a prospective basis, the Company reclassified $6.6 million of stranded tax benefits related to Pension and
Post Retirement Benefits and $2.0 million of stranded tax expense related to Hedging Activities to Retained Earnings. This
resulted in a $4.6 million increase in Retained Earnings.
The components of the ending balances of AOCI are as follows (in millions):
Foreign Currency Translation Adjustments
Hedging Activities, Net of Tax of $2.5 in 2019 and $(1.7) in 2018
Pension and Post Retirement Benefits, Net of Tax of $(9.5) in 2019 and $(11.8) in 2018
Total
Legal Claims and Contingent Liabilities
2019
2018
$
(214.8 ) $
8.0
(31.0 )
(207.8 )
(5.4 )
(38.2 )
$
(237.8 ) $
(251.4 )
The Company is subject to various legal proceedings, claims and regulatory matters, the outcomes of which are subject to
significant uncertainty and will only be resolved when one or more future events occur or fail to occur. Management conducts
regular reviews, including updates from legal counsel, to assess the need for accounting recognition or disclosure of these
contingencies. The Company records expenses and liabilities when the Company believes that an obligation of the Company or
a subsidiary on a specific matter is probable and there is a basis to reasonably estimate the value of the obligation, and such
assessment inherently involves an exercise in judgment. This methodology is used for legal claims that are filed against the
Company or a subsidiary from time to time. The uncertainty that is associated with such matters frequently requires adjustments
to the liabilities previously recorded.
Fair Values of Financial Instruments
The fair values of cash equivalents, term deposits, trade receivables and accounts payable approximate their carrying values due
to the short period of time to maturity. The fair value of debt is estimated using discounted cash flows based on rates for
instruments with comparable maturities and credit ratings as further described in Note 7. The fair value of pension assets and
derivative instruments is determined based on the methods disclosed in Notes 8 and 13.
61
Recent Accounting Pronouncements
Recently Issued Accounting Standards
In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-14,
Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20). The ASU addresses modifications to
the disclosure requirements for Defined Benefit Plans. Under ASU 2018-14 the disclosure requirements that can be removed are
amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over
the next fiscal year, amount and timing of plan assets expected to be returned to the employer, and the effects of a one-percentage-
point change in assumed health care cost trend rates on the aggregate of the service and interest cost components of net periodic
benefit costs and benefit obligations for postretirement health care benefits. Additional disclosures are required for the weighted
-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates and an explanation
for significant gains and losses related to the changes in the benefit obligation for the period. If a defined benefit pension plan
has a projected benefit obligation greater than plan assets the projected benefit obligation and fair value of plan assets should be
disclosed. This additional disclosure is also required when comparing the accumulated benefit obligation to plan assets. This
ASU becomes effective for fiscal years ending after December 15, 2020 on a retrospective basis for all years presented. Early
adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance, but does not anticipate a
material impact on the financial statement disclosures.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the
Disclosure Requirements for Fair Value Measurement. The ASU focuses on updates around disclosures of Level 3 fair value
measurements and it presents modifications to current disclosure requirements. The additional requirements under this ASU
include disclosure for the changes in unrealized gains and losses included in other comprehensive income ("OCI") held at the
end of the reporting period and the range and weighted average used to develop significant unobservable inputs. The ASU is also
eliminating the disclosure requirement for the amount and reason for transfers between Level 1 and Level 2 fair value
measurement, valuation processes for Level 3 measurements, and policy for timing of transfers between levels of the fair value
hierarchy. In addition, the ASU modifies the disclosure requirements for investments that are valued based on net asset value.
The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in
measurement as of the reporting date. This ASU is effective for fiscal years beginning after December 15, 2019, including interim
periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of this ASU. The ASU
requires prospective application for only the most recent interim or annual period presented in the year of adoption for changes
in unrealized gains and losses included in OCI, the range and weighted average used to develop significant unobservable inputs
for Level 3 fair value measurements, and the narrative description of measurement uncertainty. All other amendments described
in this ASU must be applied retrospectively to all periods presented. The Company is evaluating the effect of adopting this new
accounting guidance, but does not anticipate a material impact on the financial statement disclosures.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326). The focus of this ASU is to
require businesses to adjust their allowance for lifetime expected credit losses rather than incurred losses. It is believed that the
change will result in more timely recognition of such losses. This ASU is effective for fiscal years beginning after December 15,
2019, including interim periods therein. Adoption of the standard will be by a modified retrospective approach allowing a
cumulative effect adjustment to the opening balance of Retained Earnings. The Company anticipates the adoption of the new
standard will not have a material impact on the Company's Consolidated Financial Statements.
Adopted Accounting Standards
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting
for Hedging Activities. The amendments in this update better align an entity’s risk management activities and financial reporting
for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships
and the presentation of hedge results. The ASU is effective for annual periods beginning after December 15, 2018, and interim
periods within those annual periods. Early adoption is permitted. The Company adopted this ASU as of December 30, 2018, the
beginning of fiscal 2019, with no material impact on the Company's Consolidated Financial Statements.
62
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The core principle of ASU 216-02 is that an entity should
recognize right of use ("ROU") assets and lease liabilities arising from an operating lease on its Balance Sheet. In accordance
with that principle, ASU 2016-02 requires that a lessee recognize a liability to make lease payments, the lease liability, and a
ROU asset representing its right to use the underlying leased asset for the lease term. The recognition, measurement, and
presentation of expenses and cash flows arising from a lease by a lessee will depend on the lease classification as a finance or
operating lease. In July 2018, the FASB amended its guidance by issuing ASU 2018-11 to provide an additional transition method,
allowing a cumulative effect adjustment to the opening balance of retained earnings during the period of adoption. The Company
adopted the standard as of December 30, 2018, the beginning of fiscal 2019, under the modified retrospective method.
Comparative periods prior to the adoption of the standard have not been adjusted given the effect to the standard.
The Company elected the package of practical expedients permitted under the relief package within the new standard, which
allows the Company to carryforward the historical lease accounting of expired or existing leases with respect to lease
identification, lease classification and accounting treatment for initial direct costs as of the adoption date. The Company also
elected the practical expedient related to lease versus nonlease components, allowing the Company to recognize lease and
nonlease components as a single lease.
Adoption of the new standard resulted in the recording of the right-of-use assets and lease liabilities of $93.0 million as of
December 30, 2018. No cumulative effect adjustment to Retained Earnings was recognized upon adoption of the new standard.
The standard did not materially impact the Company's Consolidated Net Income and had no impact on Cash Flows. See Note 9
for additional disclosures.
(4) Held For Sale, Divestitures and Acquisitions
Assets Held for Sale
As of December 29, 2018, the Company presented assets and liabilities of certain assets and businesses held for sale as the
Company had both the intent and ability to sell these assets and businesses. The businesses were divested in fiscal 2019.
In December 2018, the Company signed an agreement to sell its Regal Drive Technologies business included in the Company's
Commercial Systems segment. This transaction closed in January 2019.
The table below presents the balances that were classified as Assets of Held for Sale as of December 28, 2019 and Assets and
Liabilities Held for Sale as of December 29, 2018, as the Company has both the intent and the ability to sell these assets and
liabilities, (in millions):
Trade Receivables
Inventories
Prepaid Expenses and Other Current Assets
Property, Plant and Equipment
Intangible Assets
Goodwill
Assets Held for Sale
Accounts Payable
Accrued Compensation and Benefits
Other Accrued Expenses
Other Noncurrent Liabilities
Liabilities Held for Sale
December 28,
2019
December 29,
2018
— $
—
—
2.8
—
—
2.8 $
$
—
—
—
—
— $
19.2
34.7
5.0
19.9
12.0
1.3
92.1
8.1
0.5
7.3
1.1
17.0
$
$
$
$
The businesses classified as held for sale at December 29, 2018 had fiscal 2018 Net Sales and Income from Operations of $138.9
million and $15.7 million, respectively.
63
The Company exited its hermetic climate business in 2019. The hermetic climate business had sales of $19.5 million, $52.6
million and $60.4 million for the fiscal years ended 2019, 2018 and 2017.
2019 Divestitures
Regal Drive Technologies
On January 7, 2019, the Company sold its Regal Drive Technologies business and received proceeds of $119.9 million. Regal
Drive Technologies was included in the Company's Commercial Systems segment. The Company recognized a gain on sale
of$41.2 million in the Consolidated Statements of Income.
Velvet Drive
On April 1, 2019, the Company sold its Velvet Drive business and received proceeds of $8.9 million. This business was included
in the Company's Power Transmissions Solutions segment. The Company recognized a loss on sale of $0.5 million in the
Consolidated Statements of Income.
CapCom
On April 1, 2019, the Company sold its CapCom business and received proceeds of $9.9 million. This business was included in
the Company's Climate Solutions segment. The Company recognized a gain on sale of $6.0 million in the Consolidated
Statements of Income.
Vapor Recovery
On July 1, 2019, the Company sold its Vapor Recovery business and received proceeds of $19.2 million. The business was
included in the Company's Commercial Systems segment. The Company recognized a loss on sale of $1.9 million in the
Consolidated Statements of Income.
2018 Acquisitions
The results of operations of acquired businesses are included in the Consolidated Financial Statements from the date of
acquisition. Acquisition and acquisition-related expenses of $0.1 million were recorded in Operating Expenses for the fiscal year
ended December 28, 2019. There were $1.5 million of acquisition-related expenses in fiscal 2018 and zero in fiscal 2017.
Nicotra Gebhardt
On April 10, 2018, the Company acquired Nicotra Gebhardt S.p.A. ("NG") for $161.5 million in cash, net of $8.5 million of cash
acquired. NG is a leader in critical, energy-efficient systems for ventilation and air quality. NG manufactures, sells and services
fans and blowers under the industry leading brands of Nicotra and Gebhardt. The financial results of NG have been included in
the Company's Commercial Systems segment from the date of acquisition.
64
The following table summarizes the fair value of assets acquired and liabilities assumed (in millions):
As of April 10, 2018
Other Current Assets
Trade Receivables
Inventories
Property, Plant and Equipment
Intangible Assets
Goodwill
Other Noncurrent Assets
Total Assets Acquired
Accounts Payable
Current Liabilities
Long-Term Liabilities
Net Assets Acquired
Other Disclosures
$
$
$
17.2
28.0
22.1
44.6
37.8
58.7
2.5
210.9
16.7
14.2
10.0
170.0
The Consolidated Statements of Income include the results of operations of NG since the date of acquisition, and such results are
reflected in the Commercial Systems segment. Results of operations since the date of acquisition and supplemental pro forma
financial information have not been presented for the NG acquisition as such information is not material to the results of
operations.
South Africa
During the year ended December 29, 2018 the Company purchased the remaining shares owned by the joint venture partner in a
South African distribution business for a purchase price of $0.8 million. The purchase price of the South African distribution
business is reflected as a component of equity.
2018 Divestiture
Israel Subsidiary
On November 8, 2018, the Company sold all of the stock of its Israeli subsidiary, which had been included in the Company's
Industrial Systems segment, to a private company for a purchase price of $0.9 million.
(5) Goodwill and Intangible Assets
Goodwill
The excess of purchase price over estimated fair value of net assets acquired is assigned to goodwill. During the third quarter of
2018, the Company accelerated its plans to exit the hermetic climate business. This decision resulted in an impairment charge of
$9.5 million.
65
The following information presents changes to goodwill during the periods indicated (in millions):
Balance as of December 30, 2017
Acquisitions
Less: Impairment Charges
Less: Held for Sale
Translation Adjustments
Balance as of December 29, 2018
Divestiture
Translation Adjustments
Balance as of December 28, 2019
Cumulative Goodwill Impairment Charges
Intangible Assets
$
$
$
$
Total
1,477.1 $
58.7
(9.5 )
(1.3 )
(15.8 )
1,509.2 $
(2.8 )
(5.1 )
1,501.3 $
285.2 $
Commercial
Systems
Industrial
Systems
Climate
Solutions
Power
Transmission
Solutions
375.0 $
58.7
—
—
(6.3 )
427.4 $
—
(0.8 )
426.6 $
183.2 $
173.8 $
—
—
—
(2.3 )
171.5 $
—
(0.7 )
170.8 $
61.6 $
342.4 $
—
(9.5 )
(1.3 )
(1.0 )
330.6 $
—
0.6
331.2 $
17.2 $
585.9
—
—
—
(6.2 )
579.7
(2.8 )
(4.2 )
572.7
23.2
Intangible assets consist of the following (in millions):
Weighted
Average
Amortization
Period
(Years)
17
14
14
5
Customer Relationships
Technology
Trademarks
Patent and Engineering
Drawings
Non-Amortizable Trade
Name
December
29, 2018
Impairment
Charges
Divestitures
Translation
Adjustments
December
28, 2019
$
708.8 $
144.5
37.0
16.6
906.9
121.9
(4.9 ) $
—
—
—
(4.9 )
—
(7.8 ) $
—
(0.7 )
—
(8.5 )
—
(4.0 ) $
(0.5 )
(0.4 )
—
(4.9 )
(0.3 )
692.1
144.0
35.9
16.6
888.6
121.6
Total Gross Intangibles
$
1,028.8
$
(4.9 ) $
(8.5 ) $
(5.2 ) $
1,010.2
Accumulated amortization on intangible assets consists of the following:
Customer Relationships
Technology
Trademarks
Patent and Engineering Drawings
Total Accumulated Amortization
Intangible Assets, Net of Amortization
$
$
$
December
29, 2018
Translation
Adjustments
December 28,
2019
Amortization Divestitures
39.4 $
9.2
1.7
(7.8 ) $
—
(0.7 )
272.4 $
90.1
24.2
(1.6 ) $
(0.3 )
(0.2 )
302.4
99.0
25.0
16.6
16.6
—
—
—
403.3
$
50.3
$
(8.5 ) $
(2.1 ) $
443.0
625.5
$
567.2
While the Company believes its customer relationships are long-term in nature, the Company's contractual customer relationships
are generally short-term. Useful lives are established at acquisition based on historical attrition rates.
66
Amortization expense was $50.3 million in fiscal 2019, $54.9 million in fiscal 2018 and $55.2 million in fiscal 2017. Amortization
expense does not include any impairment recognized during the respective periods. The Company recognized $4.9 million of
customer relationships intangible asset impairments related to the transfer of assets to held for sale during the first quarter of
2019.
The following table presents estimated future amortization expense (in millions):
Year
2020
2021
2022
2023
2024
$
Estimated
Amortization
47.6
42.7
41.0
40.9
39.5
(6) Segment Information
Effective December 28, 2019, the Company transitioned from three operating segments to four operating segments to align with
the change to its management structure and operating model. All prior periods have been recast to reflect the current segment
presentation. The Company's four operating segments are: Commercial Systems, Industrial Systems, Climate Solutions and
Power Transmission Solutions.
Commercial Systems segment produces fractional to approximately 5 horsepower AC and DC motors, electronic variable speed
controls, fans, and blowers for commercial applications. These products serve markets including commercial building ventilation
and HVAC, pool and spa, irrigation, dewatering, agriculture, and general commercial equipment.
Industrial Systems segment produces integral motors, generators, alternators and switchgear for industrial applications, along
with aftermarket parts and kits to support such products. These products serve markets including agriculture, marine, mining, oil
and gas, food and beverage, data centers, healthcare, prime and standby power, and general industrial equipment.
Climate Solutions segment produces small motors, electronic variable speed controls and air moving solutions serving markets
including residential and light commercial HVAC, water heaters and commercial refrigeration.
Power Transmission Solutions segment produces, sells and services belt and chain drives, helical and worm gearing, mounted
and unmounted bearings, couplings, modular plastic belts, conveying chains and components, hydraulic pump drives, large open
gearing and specialty mechanical products serving markets including beverage, bulk handling, metals, special machinery, energy,
aerospace and general industrial.
The Company evaluates performance based on the segment's income from operations. Corporate costs have been allocated to
each segment based on the net sales of each segment. The reported external net sales of each segment are from external customers.
67
The following sets forth certain financial information attributable to the Company's operating segments for fiscal 2019, fiscal
2018 and fiscal 2017, respectively (in millions):
Commercial
Systems
Industrial
Systems
Climate
Solutions
Power
Transmission
Solutions
Eliminations
Total
$
Fiscal 2019
External Sales
Intersegment Sales
Total Sales
Gross Profit
Operating Expenses
Asset Impairments
(Gain) Loss on Sale of
Businesses
Income (Loss) from
Operations
Depreciation and Amortization
905.3 $
46.9
952.2
232.9
162.4
6.7
575.4 $
35.9
611.3
99.3
107.6
0.9
968.5 $
17.4
985.9
269.8
110.6
1.3
(39.3 )
0.1
(6.0 )
103.1
(9.3 )
163.9
34.6
29.9
24.4
21.0
19.8
23.3
Capital Expenditures
Fiscal 2018
External Sales
Intersegment Sales
Total Sales
Gross Profit
Operating Expenses
Goodwill Impairment
Asset Impairments
Income from Operations
Capital Expenditures
Fiscal 2017
External Sales
Intersegment Sales
Total Sales
Gross Profit
Operating Expenses
Gain on Sale of Businesses
Income from Operations
$
1,110.9 $
47.3
1,158.2
287.0
184.8
—
—
102.2
671.1 $
31.9
703.0
136.4
111.6
—
—
24.8
1,024.8 $
22.1
1,046.9
262.7
128.9
9.5
8.7
115.6
$
957.5 $
55.2
1,012.7
244.0
164.4
—
79.6
646.8 $
38.1
684.9
132.8
112.6
—
20.2
990.6 $
24.9
1,015.5
255.4
113.9
—
141.5
Depreciation and Amortization
40.3
24.6
26.7
17.2
21.0
17.7
Depreciation and Amortization
Capital Expenditures
35.8
26.4
24.0
12.8
22.1
13.4
68
788.8 $
4.3
793.1
258.7
163.7
1.1
0.5
93.4
55.7
18.2
838.8 $
24.1
862.9
278.5
174.1
—
—
104.4
54.4
18.1
765.4 $
4.5
769.9
251.4
161.7
(0.1 )
89.8
55.3
12.6
— $
(104.5 )
(104.5 )
—
—
—
3,238.0
—
3,238.0
860.7
544.3
10.0
—
—
—
—
— $
(125.4 )
(125.4 )
—
—
—
—
—
—
—
— $
(122.7 )
(122.7 )
—
—
—
—
(44.7 )
351.1
134.5
92.4
3,645.6
—
3,645.6
964.6
599.4
9.5
8.7
347.0
142.4
77.6
3,360.3
—
3,360.3
883.6
552.6
(0.1 )
331.1
—
—
137.2
65.2
The following table presents identifiable assets information attributable to the Company's operating segments as of December 28,
2019 and December 29, 2018 (in millions):
Commercial
Systems
Industrial
Systems
Climate
Solutions
Power
Transmission
Solutions
Total
Identifiable Assets as of December 28, 2019 $
Identifiable Assets as of December 29, 2018
1,198.5 $
1,299.7
802.8 $
808.3
878.3 $
907.7
1,551.1 $
1,608.1
4,430.7
4,623.8
The following sets forth net sales by country in which the Company operates for fiscal 2019, fiscal 2018 and fiscal 2017,
respectively (in millions):
United States
Rest of the World
Total
2019
2,071.9 $
1,166.1
3,238.0 $
$
$
Net Sales
2018
2,402.9 $
1,242.7
3,645.6 $
2017
2,267.2
1,093.1
3,360.3
U.S. net sales for fiscal 2019, fiscal 2018 and fiscal 2017 represented 64.0%, 65.9% and 67.5% 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 (net property, plant and equipment) by country in which the Company operates for
fiscal 2019 and fiscal 2018, respectively (in millions):
United States
Mexico
China
Rest of the World
Total
Long-lived Assets
2019
2018
237.6 $
149.0
84.9
133.5
605.0 $
242.7
139.7
90.2
142.9
615.5
$
$
No other individual foreign country represented a material portion of long-lived assets for any of the years presented.
(7) Debt and Bank Credit Facilities
The Company's indebtedness as of December 28, 2019 and December 29, 2018 was as follows (in millions):
Term Facility
Senior Notes
Multicurrency Revolving Facility
Other
Less: Debt Issuance Costs
Total
Less: Current Maturities
Non-Current Portion
69
December 28,
2019
December 29,
2018
$
$
720.0 $
400.0
17.7
4.5
(4.7 )
1,137.5
0.6
1,136.9 $
810.0
400.0
98.4
4.9
(6.2 )
1,307.1
0.5
1,306.6
Credit Agreement
In connection with the Company's acquisition of the Power Transmission Solutions business of Emerson Electric Co. on
January 30, 2015 (the "PTS Acquisition"), the Company entered into a Credit Agreement (the “Prior Credit Agreement”) with
JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders named therein, providing for a (i) 5-year unsecured term
loan facility in the principal amount of $1.25 billion (the “Prior Term Facility”) and (ii) a 5-year unsecured multicurrency
revolving facility in the principal amount of $500.0 million (the “Prior Multicurrency Revolving Facility”), including a $100.0
million letter of credit sub facility available for general corporate purposes. Borrowings under the Prior Credit Agreement bore
interest at floating rates based upon indices determined by the currency of the borrowing, plus an applicable margin determined
by reference to the Company's consolidated funded debt to consolidated EBITDA ratio or at an alternative base rate.
On August 27, 2018, the Company replaced the Prior Credit Agreement by entering into an Amended and Restated Credit
Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders named therein,
providing for a (i) 5-year unsecured term loan facility in the principal amount of $900.0 million (the “Term Facility”) and (ii) a
5-year unsecured multicurrency revolving facility in the principal amount of $500.0 million (the “Multicurrency Revolving
Facility”), including a $50.0 million letter of credit sub facility, available for general corporate purposes. Borrowings under the
Credit Agreement bear interest at floating rates based upon indices determined by the currency of the borrowing, plus an
applicable margin determined by reference to the Company's consolidated funded debt to consolidated EBITDA ratio or at an
alternative base rate.
The Term Facility was drawn in full on August 27, 2018 with the proceeds settling the amounts owed under the Prior Term
Facility and Prior Multicurrency Revolving Facility. The Term Facility requires quarterly amortization at a rate starting at 5.0%
per annum, increasing to 7.5% per annum after three years and further increasing to 10.0% per annum for the last years of the
Term Facility, unless previously prepaid. The weighted average interest rate on the Term Facility was 3.6% and 3.4% for the
fiscal years ended December 28, 2019 and December 29, 2018, respectively. The Credit Agreement requires the Company to
prepay the loans under the Term Facility with 100% of the net cash proceeds received from specified asset sales and borrowed
money indebtedness, subject to certain exceptions. The Company repaid $90.0 million under the Term Facility in fiscal 2019 and
2018.
As of December 28, 2019 the Company had borrowings under the Multicurrency Revolving Facility in the amount of $17.7
million, $0.4 million of standby letters of credit and $481.9 million of available borrowing capacity. The average daily balance
in borrowings under the Multicurrency Revolving Facility was $91.7 million and $171.5 million, and the weighted average
interest rate on the Multicurrency Revolving Facility was 3.6% and 3.3% for the fiscal years ended December 28, 2019 and
December 29, 2018, respectively. The Company pays a non-use fee on the aggregate unused amount of the Multicurrency
Revolving Facility at a rate determined by reference to its consolidated funded debt to consolidated EBITDA ratio.
Senior Notes
As of December 28, 2019, the Company had $400.0 million of unsecured senior notes (the “Notes”) outstanding. The Notes
consist of $400.0 million in senior notes in a private placement which were issued in five tranches with maturities from ten to
twelve years and carry fixed interest rates. As of December 28, 2019, $400.0 million of the Notes are included in Long-Term
Debt on the Consolidated Balance Sheets.
Details on the Notes as of December 28, 2019 were (in millions):
Principal
Interest Rate
Maturity
Fixed Rate Series 2011A
Fixed Rate Series 2011A
Total
230.0
170.0
400.0
4.8 to 5.0%
4.9 to 5.1%
July 14, 2021
July 14, 2023
$
$
70
Compliance with Financial Covenants
The Credit Agreement and the Notes contain covenants under which the Company agrees to maintain a minimum EBITDA-to-
interest coverage ratio and maximum Debt-to-EBITDA ratio. The Company was in compliance with all financial covenants
contained in the Notes and the Credit Agreement as of December 28, 2019.
Other Notes Payable
As of December 28, 2019, other notes payable of $4.5 million were outstanding with a weighted average interest rate of 5.0%.
As of December 29, 2018, other notes payable of $4.9 million were outstanding with a weighted average interest rate of 5.0%.
Other Disclosures
Based on rates for instruments with comparable maturities and credit quality, which are classified as Level 2 inputs (see also Note
14), the approximate fair value of the Company's total debt was $1,162.1 million and $1,323.6 million as of December 28, 2019
and December 29, 2018, respectively.
Maturities of long-term debt, excluding debt issuance costs, are as follows (in millions):
Year
2020
2021
2022
2023
2024
Thereafter
Total
Amount of
Maturity
0.6
230.5
68.0
840.7
0.5
1.9
1,142.2
$
$
(8) Retirement and Post Retirement Health Care Plans
Retirement Plans
The Company's domestic associates are participants in defined benefit pension plans and/or defined contribution plans. The
majority of the Company's defined benefit pension plans covering the Company's domestic associates have been closed to new
associates and frozen for existing associates. Most foreign associates are covered by government sponsored plans in the countries
in which they are employed. 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 $8.9 million, $10.1 million and $9.3 million in fiscal 2019, fiscal 2018 and fiscal 2017, respectively. Company
contributions to non-US defined contribution plans were $10.6 million, $11.8 million and $9.4 million in fiscal 2019, fiscal 2018
and fiscal 2017, respectively.
Benefits provided under defined benefit pension plans are based, depending on the plan, on associates' 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 the calendar year
end of each year.
71
The Company's target allocation, target return and actual weighted-average asset allocation by asset category are as follows:
Target
Actual Allocation
Equity Investments
Fixed Income
Other
Total
Allocation
73.0%
22.0%
5.0%
100.0%
Return
6.6 - 8.0%
2.7 - 5.5%
5.2%
7.0%
2019
70.0%
25.0%
5.0%
100.0%
2018
67.5%
27.4%
5.1%
100.0%
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):
Change in Projected Benefit Obligation:
Obligation at Beginning of Period
Service Cost
Interest Cost
Actuarial (Gain) Loss
Curtailment Gain (1)
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
(1) The curtailment gain is the result of a plan freeze announced to associates during the fourth quarter of fiscal 2019.
$
2019
2018
265.1 $
6.2
10.6
34.9
(19.4 )
14.8
0.2
282.8 $
174.0
33.1
10.8
14.8
0.3
203.4 $
(79.4 ) $
278.0
7.3
9.3
(14.9 )
—
13.3
(1.3 )
265.1
185.3
(8.2 )
10.9
13.3
(0.7 )
174.0
(91.1 )
The funded status as of December 28, 2019 included domestic plans of $(71.2) million and international plans of $(8.2) million.
The funded status as of December 29, 2018 included domestic plans of $(82.4) million and international plans of $(8.7) million.
Pension Assets
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. Certain
common collective trust funds and limited partnership interests are valued based on the net asset value ("NAV") as provided by
the administrator of the fund as a practical expedient to estimate fair value. 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
short-term investment funds, comprised of cash and money market funds, are valued at their respective NAVs as reported by the
funds daily.
72
Pension assets by type and level are as follows (in millions):
Cash and Cash Equivalents
Common Stocks:
Domestic Equities
International Equities
Mutual Funds:
US Equity Funds
International Equity Funds
Balanced Funds
Fixed Income Funds
Other
Limited Liability Company
Real Estate Fund
Investments Measured at Net Asset Value
Total
Cash and Cash Equivalents
Common Stocks:
Domestic Equities
International Equities
Mutual Funds:
US Equity Funds
International Equity Funds
Balanced Funds
Fixed Income Funds
Other
Real Estate Fund
Investments Measured at Net Asset Value
Total
December 28, 2019
Total
Level 1
Level 2
Level 3
$
5.1 $
5.1 $
— $
26.4
19.2
30.1
3.1
9.5
18.0
1.7
—
—
113.1 $
—
—
—
—
—
—
—
8.3
—
8.3 $
26.4
19.2
30.1
3.1
9.5
18.0
1.7
8.3
9.9
131.3 $
72.1
203.4
—
—
—
—
—
—
—
—
—
9.9
9.9
December 29, 2018
Total
Level 1
Level 2
Level 3
3.9 $
3.9 $
— $
22.4
13.7
24.8
2.5
8.5
17.3
1.5
—
94.6 $
—
—
—
—
—
—
—
—
— $
22.4
13.7
24.8
2.5
8.5
17.3
1.5
10.3
104.9 $
69.1
174.0
—
—
—
—
—
—
—
—
10.3
10.3
$
$
$
$
$
The following table sets forth additional disclosures for the fair value measurement of the fair value of pension plan assets that
calculate fair value based on NAV per share practical expedient as of December 28, 2019 and December 29, 2018 (in millions):
Common Collective Trust Funds
Global Emerging Markets Fund Limited Partnership
Total
2019
2018
72.1 $
—
72.1 $
61.7
7.4
69.1
$
$
73
The common collective trust funds are investments in the Northern Trust Collective S&P 500 Index Fund, the Northern Trust
Collective Aggregate Bond Index Fund and the American Century Non-US Growth Fund. The Northern Trust Collective S&P
500 Index Fund seeks to provide investment results that approximate the overall performance of the common stocks in that index.
The Northern Trust Collective Aggregate Bond Index Fund seeks to provide investment results that approximate the overall
performance of the Barclays Capital US Aggregate Index by investing primarily, but not exclusively, in securities that comprise
that index. The American Century Non-US Growth Fund is broadly invested in a diversified portfolio of non-US stocks. The
common collective trust funds are available for immediate redemption. The global emerging markets fund limited partnership
interest is an investment in the Vontobel Global Emerging Markets Fund, which seeks to provide capital appreciation by investing
in a diversified portfolio consisting primarily of equity based securities. The global emerging markets fund limited partnership
interest can be redeemed on a monthly basis with immediate payment.
The Level 3 assets noted below represent investments in real estate funds managed by a major US 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 table below sets forth a summary of changes in the Company's Level 3 assets in its pension plan investments as of
December 28, 2019 and December 29, 2018 (in millions):
Beginning Balance
Net Purchases (Sales)
Net Gains
Ending Balance
2019
2018
10.3 $
(1.6 )
1.2
9.9 $
9.6
0.6
0.1
10.3
$
$
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 as of December 28, 2019 (in millions):
Fair Value
$9.9
Significant Unobservable Inputs
Exit Capitalization Rate
Discount Rate
5.0% to 7.0%
6.5% to 8.0%
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 as of December 29, 2018 (in millions):
Fair Value
$10.3
Significant Unobservable Inputs
Exit Capitalization Rate
Discount Rate
4.9% to 7.0%
6.6% to 7.8%
74
Funded Status and Expense
The Company recognized the funded status of its defined benefit pension plans on the Consolidated Balance Sheets as follows
(in millions):
Accrued Compensation and Benefits
Pension and Other Post Retirement Benefits
Total
Amounts Recognized in Accumulated Other Comprehensive Loss
Net Actuarial Loss
Prior Service Cost
Total
2019
2018
4.0 $
75.4
79.4 $
45.2 $
1.1
46.3 $
3.4
87.7
91.1
52.3
1.4
53.7
$
$
$
$
The accumulated benefit obligation for all defined benefit pension plans was $276.3 million and $244.0 million as of
December 28, 2019 and December 29, 2018, respectively.
The accumulated benefit obligation exceeded plan assets for all pension plans as of December 28, 2019 and December 29, 2018.
The following weighted average assumptions were used to determine the projected benefit obligation as of December 28, 2019
and December 29, 2018, respectively:
Discount Rate
2019
3.3%
2018
4.4%
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 fiscal years ended
December 28, 2019 and December 29, 2018.
Net periodic pension benefit costs and the net actuarial loss and prior service cost recognized in 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
Net Periodic Benefit Cost
Change in Obligations Recognized in OCI, Net of Tax
Prior Service Cost
Net Actuarial Loss
Total Recognized in OCI
75
2019
2018
2017
$
$
$
$
6.2 $
10.6
(12.5 )
2.2
0.3
6.8 $
0.2 $
1.7
1.9 $
7.3 $
9.3
(11.9 )
3.5
0.2
8.4 $
0.2 $
2.7
2.9 $
7.2
9.3
(11.2 )
2.3
0.2
7.8
0.1
1.5
1.6
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 2020 fiscal year are $0.3 million and $1.8 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 associates expected to receive benefits under the plans.
The following weighted average assumptions were used to determine net periodic pension cost for fiscal years 2019, 2018 and
2017, respectively.
Discount Rate
Expected Long-Term Rate of Return on Assets
2019
4.4%
7.0%
2018
3.8%
6.9%
2017
4.3%
7.0%
The Company made contributions to its defined benefit plan of $10.8 million and $10.9 million for the fiscal years ended
December 28, 2019 and December 29, 2018, respectively.
The Company estimates that in fiscal 2020 it will make contributions in the amount of $10.1 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
2020
2021
2022
2023
2024
2025-2028
Post Retirement Health Care Plan
$
Expected Payments
16.5
16.1
15.9
16.7
16.7
82.8
In connection with the acquisition of the Power Transmission Solutions business from Emerson Electric Co. in 2015, the
Company established an unfunded post retirement health care plan for certain domestic retirees and their dependents.
The following table presents a reconciliation of the accumulated benefit obligation of the post retirement health care plan (in
millions):
Change in Accumulated Post Retirement Benefit Obligation
Obligation at Beginning of Period
Service Cost
Interest Cost
Actuarial Gain
Amendments
Curtailment Gain
Participant Contributions
Less: Benefits Paid
Obligation at End of Period
2019
2018
9.2 $
—
0.3
(0.7 )
(1.9 )
(0.5 )
0.2
0.7
5.9 $
12.1
0.1
0.4
(2.8 )
—
—
0.4
1.0
9.2
$
$
76
The Company recognized the funded status of its post retirement health care plan on the balance sheet as follows (in millions):
Accrued Compensation and Benefits
Pension and Other Post Retirement Benefits
Total
Amounts Recognized in Accumulated Other Comprehensive Loss
Net Actuarial Gain
Prior Service Cost
Total
2019
2018
0.5 $
5.4
5.9 $
(4.1 ) $
(1.7 )
(5.8 ) $
0.7
8.5
9.2
(3.7 )
—
(3.7 )
$
$
$
$
The following assumptions were used to determine the accumulated post retirement benefit obligation as of December 28, 2019
and December 29, 2018, respectively.
Discount Rate
2019
3.2%
2018
4.2%
Net periodic post retirement health care benefit costs for the post retirement health care plan were as follows (in millions):
2019
2018
2017
Service Cost
Interest Cost
Amortization of Net Actuarial Gain
Amortization of Prior Service Cost
Curtailment Gain
$
— $
0.3
(0.4 )
(0.1 )
(0.5 )
Net Periodic Post Retirement Health Care Benefit Cost
$
(0.7 ) $
Change in Obligations Recognized in OCI, Net of Tax
Prior Service Cost
Net Actuarial Gain
Total Recognized in OCI
$
$
(0.1 ) $
(0.3 )
(0.4 ) $
0.1 $
0.4
—
—
—
0.5 $
— $
—
— $
0.1
0.4
—
—
—
0.5
—
—
—
The estimated prior service cost and net actuarial gain for the post retirement health care plan that will be amortized from AOCI
into net periodic post retirement health care benefit cost during the 2020 fiscal year is $0.9 million and $0.6 million, respectively.
The following assumptions were used to determine net periodic post retirement health care benefit cost for fiscal years 2019,
2018 and 2017, respectively.
Discount Rate
2019
4.2%
2018
3.5%
2017
3.9%
The health care cost trend rate for fiscal 2020, 2019 and 2018, respectively, is 6.8%, 7.6% and 8.0% for pre-65 participants and
5.1%, 5.3% and 5.4% for post-65 participants, decreasing to 4.5% for all years in fiscal 2026, the year that the health care cost
trend rate reaches the assumed ultimate rate. A one percentage point change in the health care cost trend rate assumption would
have an immaterial impact on both the accumulated post retirement benefit obligation and on the net periodic post retirement
health care benefit cost.
The Company contributed $0.4 million and $0.6 million to the post retirement health care plan in fiscal 2019 and fiscal 2018,
respectively. The Company estimates that in fiscal 2020 it will make contributions of $0.5 million to the post retirement health
care plan.
77
The following post retirement benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in
millions):
Year
2020
2021
2022
2023
2024
2025-2028
(9) Leases
$
Expected Payments
0.5
0.5
0.5
0.4
0.4
1.7
The Company leases certain manufacturing facilities, warehouses/distribution centers, office space, machinery, equipment, IT
assets, and vehicles. If the contract provides the Company the right to substantially all of the economic benefits from the use of
the identified asset and the right to direct the use of the identified asset, it is considered to be or contain a lease. Right-of-use
("ROU") assets and lease liabilities are recognized at lease commencement date based on the present value of the future lease
payments over the expected lease term.
As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the
information available at commencement date in determining the present value of future payments. The incremental borrowing
rate is estimated based upon the sovereign treasury rate for the currency in which the lease liability is denominated when the
Company takes possession of the leased asset, adjusted for various factors, such as term and internal credit spread. The ROU
asset also includes any lease payments made and excludes lease incentive and initial direct costs incurred.
Leases entered into may include one or more options to renew. The renewal terms can extend the lease term from one to twenty-
five years. The exercise of lease renewal options is at the Company's sole discretion. Renewal option periods are included in the
measurement of the ROU asset and lease liability when the exercise is reasonably certain to occur. Some leases include options
to terminate the lease upon breach of contract and are remeasured at that point in time.
The depreciable life of leased assets and leasehold improvements are limited by the expected lease term, unless there is a transfer
of title or purchase option reasonably certain of exercise.
Some of the Company's lease agreements include rental payments adjusted periodically for inflation or are based on an index
rate. These increases are reflected as variable lease payments and are included in the measurement of the ROU asset and lease
liability. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Operating leases are included in the following asset and liability accounts on the Company's Consolidated Balance Sheet:
Operating Lease Assets, Current Operating Lease Liabilities and Noncurrent Operating Lease Liabilities. ROU assets and
liabilities arising from finance leases are included in the following asset and liability accounts on the Company's Consolidated
Balance Sheet: Net Property, Plant and Equipment, Current Maturities of Long-Term Debt and Long-Term Debt.
Short-term and variable lease expense was immaterial. The components of lease expense were as follows (in millions):
78
December 28, 2019
Operating Lease Cost
Finance Lease Cost:
Amortization of ROU Assets
Interest on Lease Liabilities
Total Lease Expense
$
$
Maturity of lease liabilities as of December 28, 2019 were as follows (in millions):
Operating Leases
Finance Leases
Total
2020
2021
2022
2023
2024
Thereafter
Total Lease Payments
Less: Interest
Present Value of Lease Liabilities
$
$
$
26.6 $
20.9
14.1
8.3
5.2
13.4
88.5 $
(15.9 )
72.6 $
0.5 $
0.5
0.6
0.6
0.6
1.9
4.7 $
(1.0 )
3.7 $
Future minimum lease payments under operating leases as of December 29, 2018 were as follows (in millions):
31.1
0.3
0.2
31.6
27.1
21.4
14.7
8.9
5.8
15.3
93.2
(16.9 )
76.3
Year
2019
2020
2021
2022
2023
Thereafter
$
Expected Payments
30.8
24.7
19.2
11.7
6.5
16.2
Other information related to leases was as follows (in millions):
Supplemental Cash Flows Information
Cash Paid for Amounts Included in the Measurement of Lease Liabilities:
December 28, 2019
Operating Cash Flows from Operating Leases
Operating Cash Flows from Finance Leases
Financing Cash Flows from Finance Leases
Leased Assets Obtained in Exchange for New Operating Lease Liabilities
$
Weighted Average Remaining Lease Term
Operating Leases
Finance Leases
Weighted Average Discount Rate
Operating Leases
Finance Leases
30.6
0.3
0.2
13.6
4.7 years
8.3 years
8.8 %
5.9 %
79
As of December 28, 2019, the Company has additional operating leases that have not yet commenced for future lease payments
of $10.5 million. These operating leases will commence during fiscal year 2020 with lease terms of one to 10.5 years. The
Company had no finance leases that had not yet commenced nor entered into as of December 28, 2019.
(10) Shareholders' Equity
Common Stock
The Company acquired and retired 1,652,887 shares of its common stock in fiscal 2018 at an average cost of $77.31 per share
for a total cost of $127.8 million. At a meeting of the Board of Directors in July 2018, the Company's Board of Directors approved
the extinguishment of the existing 3.0 million share repurchase program that was approved in November 2013 and replaced it
with an authorization to purchase up to $250.0 million of shares. At a meeting of the Board of Directors on October 25, 2019, the
July 2018 repurchase authorization was extinguished and replaced with an authorization to purchase up to $250.0 million of
shares. In fiscal 2019, the Company acquired and retired under the July 2018 repurchase authorization 2,013,782 shares of its
common stock at an average cost of $74.52 per share for a total cost of $150.1 million. Also in fiscal 2019, the Company acquired
and retired 180,763 shares of its common stock at an average cost of $83.01 per share for a total cost of $15.0 million under the
October 25, 2019 repurchase authorization.
There is approximately $235.0 million in common stock available for repurchase under the October 25, 2019 repurchase
authorization as of December 28, 2019.
Share-Based Compensation
The Company recognized approximately $13.0 million, $16.9 million and $13.6 million in share-based compensation expense in
fiscal years 2019, 2018 and 2017, respectively. The total income tax benefit recognized in the Consolidated Statements of Income
for share-based compensation expense was $3.1 million, $4.1 million and $5.2 million in fiscal years 2019, 2018 and 2017,
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. The total fair value of shares and options vested was $23.0 million, $12.8 million
and $11.9 million in fiscal years 2019, 2018 and 2017, respectively. On October 10, 2018, the Company entered into a retirement
agreement with the CEO resulting in the modification of the CEO's unvested awards. The Company expensed the modified
awards over the modified service term. The modification increased the amount of unrecognized compensation cost and reduced
the weighted average period in which the Company recognized compensation cost. On December 27, 2019, the Company entered
into a retirement agreement with the COO resulting in the modification of certain of the COO's unvested awards. The Company
expects to recognize the modified award values over the modified service term. The modification increased the amount of
unrecognized compensation cost and reduced the weighted average period in which the Company expects to recognize the
unrecognized compensation cost. Total unrecognized compensation cost related to share-based compensation awards was
approximately $18.5 million, net of estimated forfeitures, which the Company expects to recognize over a weighted average
period of approximately 1.9 years as of December 28, 2019.
During 2018, the Company's shareholders approved the 2018 Equity Incentive Plan ("2018 Plan"). The 2018 Plan authorizes the
issuance of 2.1 million shares of common stock, plus the number of shares reserved under the prior 2013 Equity Incentive Plan
that are not the subject of outstanding awards for equity-based awards and terminates any further grants under prior equity plans.
Approximately 3.6 million shares were available for future grant or payment under the 2018 Plans as of December 28, 2019.
Options and Stock Appreciation Rights
The Company uses stock settled stock appreciation rights (“SARs”) as a form of share-based incentive awards. SARs are the
right to receive stock in an amount equal to the appreciation in value of a share of stock over the base price per share that generally
vest over 5 years and expire 10 years from the grant date. All grants are made at prices equal to the fair market value of the stock
on the grant date. For fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017, expired and canceled
shares were immaterial.
80
The table below presents SARs share-based compensation activity for the fiscal years ended 2019, 2018 and 2017 (in millions):
Total Intrinsic Value of Share-Based Incentive Awards Exercised
Cash Received from Stock Option Exercises
Total Fair Value of Share-Based Incentive Awards Vested
2019
$11.7
0.1
5.4
2018
$5.2
—
3.9
2017
$4.3
0.4
4.3
The weighted average assumptions used in the Company's Black-Scholes valuation related to grants for SARs were as follows:
Per Share Weighted Average Fair Value of
Grants
Risk-Free Interest Rate
Expected Life (Years)
Expected Volatility
Expected Dividend Yield
2019
$20.84
2.4%
7.0
25.0%
1.5%
2018
$22.73
2.9%
7.0
27.8%
1.4%
2017
$23.31
2.1%
7.0
28.6%
1.3%
The average risk-free interest rate is based on US 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.
Following is a summary of share-based incentive plan activity (options and SARs) for fiscal 2019:
Number of Shares Under Options and SARs
Shares
Weighted
Average Exercise
Price
Weighted
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic Value
(in millions)
Outstanding as of December 29, 2018
Granted
Exercised
Forfeited
Expired
Outstanding as of December 28, 2019
Exercisable as of December 28, 2019
1,539,368
188,809
(869,183)
(37,136)
(4,068)
817,790
415,570
$
$
$
69.31
81.81
67.88
76.94
74.37
73.34
69.57
6.0
3.8
$
$
9.9
6.6
Compensation expense recognized related to options and SARs was $2.7 million, $4.7 million and $4.1 million for fiscal years
2019, 2018 and 2017, respectively.
As of December 28, 2019, there was $6.4 million of unrecognized compensation cost related to non-vested options and SARs
that is expected to be recognized as a charge to earnings over a weighted average period of 3.4 years.
The amount of options and SARs expected to vest is materially consistent with those outstanding and not yet exercisable.
Restricted Stock Awards and Restricted Stock Units
Restricted stock awards ("RSAs") and restricted stock units ("RSUs") 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. 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.
81
Following is the summary of RSAs activity for fiscal 2019:
Unvested RSAs as of December 29, 2018
Granted
Vested
Shares
15,660
15,571
(15,660)
Unvested RSAs as of December 28, 2019
15,571
$
Weighted
Average Fair
Value at Grant
Date
Weighted Average
Remaining
Contractual Term
(years)
$
74.38
80.41
74.38
80.41
0.4
0.4
The weighted average grant date fair value of awards granted was $80.41, $74.68 and $80.70 in fiscal years 2019, 2018 and 2017,
respectively.
RSAs vest on the one year anniversary of the grant date, provided the holder of the shares is continuously employed by or in the
service of the Company until the vesting date. Compensation expense recognized related to the RSAs was $1.2 million, $1.2
million and $1.1 million for fiscal 2019, 2018 and 2017, respectively.
As of December 28, 2019, there was $0.5 million of unrecognized compensation cost related to non-vested RSAs that is expected
to be recognized as a charge to earnings over a weighted average period of 0.4 years.
Following is the summary of RSUs activity for fiscal 2019:
Unvested RSUs as of December 29, 2018
Granted
Vested
Forfeited
Unvested RSUs as of December 28, 2019
Weighted Average
Fair Value at Grant
Date
Weighted Average
Remaining
Contractual Term
(years)
$
$
69.78
78.98
64.47
76.34
78.19
1.6
1.9
Shares
234,824
93,428
(136,372)
(16,855)
175,025
The weighted average grant date fair value of awards granted was $78.98, $74.51 and $80.48 in fiscal years 2019, 2018 and 2017,
respectively.
RSUs vest on the third anniversary of the grant date, provided the holder of the shares is continuously employed by the Company
until the vesting date. Compensation expense recognized related to the RSUs was $6.2 million, $7.8 million and $6.2 million for
fiscal 2019, 2018 and 2017, respectively.
As of December 28, 2019, there was $7.4 million of unrecognized compensation cost related to non-vested RSUs that is expected
to be recognized as a charge to earnings over a weighted average period of 1.9 years.
82
Performance Share Units
Performance share unit awards ("PSUs") consist of shares or the rights to shares of the Company's stock which are awarded to
associates 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. PSUs have a performance
period of 3 years, vest three years from the grant date and are issued at a performance target of 100%. The PSUs have performance
criteria based on a return on invested capital metric or they have performance criteria using returns relative to the Company's
peer group. 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. Some of the PSU
awards are valued using a Monte Carlo simulation method as of the grant date while others are valued using the closing market
price less net present value of dividends as of the grant date depending on the performance criteria for the award.
The assumptions used in the Company's Monte Carlo simulation related to grants for performance share units were as follows:
Risk-free interest rate
Expected life (years)
Expected volatility
Expected dividend yield
Following is the summary of PSUs activity for fiscal 2019:
Unvested PSUs as of December 29, 2018
Granted
Vested
Forfeited
Unvested PSUs as of December 28, 2019
December 28,
2019
2.3%
3.0
December 29,
2018
2.7%
3.0
December 30,
2017
1.6%
3.0
25.0%
1.5%
25.0%
1.4%
24.0%
1.3%
Weighted Average
Fair Value at Grant
Date
Weighted Average
Remaining
Contractual Term
(years)
$
$
71.71
85.54
65.85
67.90
86.35
1.8
1.9
Shares
167,840
48,091
(64,961)
(60,405)
90,565
The weighted average grant date fair value of awards granted was $85.54, $83.80 and $90.82 in fiscal years 2019, 2018 and 2017,
respectively.
Compensation expense for awards granted are recognized based on the Monte Carlo simulation value or the expected payout
ratio depending upon the performance criterion for the award, net of estimated forfeitures. Compensation expense recognized
related to PSUs was $2.9 million, $3.2 million and $2.2 million for fiscal 2019, 2018 and 2017, respectively. Total unrecognized
compensation expense for all PSUs granted as of December 28, 2019 was $4.2 million and it is expected to be recognized as a
charge to earnings over a weighted average period of 1.9 years.
(11) Income Taxes
Income before taxes consisted of the following (in millions):
United States
Foreign
Total
2019
2018
2017
126.7 $
177.1
303.8 $
121.5 $
170.7
292.2 $
147.4
129.8
277.2
$
$
83
The provision for income taxes is summarized as follows (in millions):
2019
2018
2017
Current
Federal
State
Foreign
Deferred
Federal
State
Foreign
Total
$
$
$
$
1.8 $
1.1
35.9
38.8 $
20.4 $
2.6
(0.6 )
22.4
61.2 $
4.5 $
0.8
37.9
43.2 $
16.6 $
2.1
(5.5 )
13.2
56.4 $
36.9
(0.3 )
32.2
68.8
(7.2 )
2.2
(4.7 )
(9.7 )
59.1
A reconciliation of the statutory federal income tax rate and the effective tax rate reflected in the consolidated statements of
income follows:
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
Valuation Allowance
Tax Cuts and Jobs Act of 2017
Tax on Repatriation
Adjustments to Tax Accruals and Reserves
Tax Impact of Divestitures
Other
Effective Tax Rate
2019
21.0%
1.3%
—%
0.9%
(2.8)%
(2.5)%
0.8%
—%
3.4%
0.3%
(1.7)%
(0.6)%
20.1%
2018
21.0%
1.1%
—%
0.9%
(1.4)%
(2.5)%
(0.3)%
(1.3)%
1.3%
—%
—%
0.5%
19.3%
2017
35.0%
0.3%
(1.0)%
(2.1)%
(4.3)%
(3.0)%
(0.6)%
(0.4)%
—%
(1.9)%
—%
(0.7)%
21.3%
Deferred taxes arise primarily from differences in amounts reported for tax and financial statement purposes. The Company's net
deferred tax liability was $(113.5) million as of December 28, 2019, classified on the consolidated Balance Sheet as a net non-
current deferred tax asset of $58.4 million and a net non-current deferred income tax liability of $(171.9) million. As of
December 29, 2018, the Company's net deferred tax liability was $(114.1) million classified on the consolidated Balance Sheet
as a net non-current deferred income tax benefit of $34.2 million and a net non-current deferred income tax liability of $(148.3)
million.
84
The components of this net deferred tax liability are as follows (in millions):
December 28, 2019
$
Accrued Benefits
Bad Debt Allowances
Warranty Accruals
Inventory
Accrued Liabilities
Derivative Instruments
Tax Loss Carryforward
Valuation Allowance
Operating Lease Liability
Other
Deferred Tax Assets
Property Related
Intangible Items
Operating Lease Asset
Deferred Tax Liabilities
Net Deferred Tax Liability
54.3 $
2.0
2.5
7.3
(2.6 )
1.4
35.4
(12.9 )
17.2
18.0
122.6
(36.1 )
(182.8 )
December 29, 2018
53.9
2.2
3.6
14.6
(8.0 )
1.8
13.1
(4.9 )
—
14.0
90.3
(32.2 )
(172.2 )
—
(204.4 )
(236.1 )
(17.2 )
$
(113.5 ) $
(114.1 )
Following is a reconciliation of the beginning and ending amount of unrecognized tax benefits (in millions):
Unrecognized Tax Benefits, December 31, 2016
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 30, 2017
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, 2018
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, 2019
$
$
$
$
10.0
—
2.7
(5.3 )
(0.7 )
6.7
—
0.3
(0.1 )
(0.4 )
6.5
—
0.7
—
(0.3 )
6.9
Unrecognized tax benefits as of December 28, 2019 amount to $6.9 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 years 2019,
2018 and 2017, the Company recognized approximately $0.5 million, $0.2 million and $(0.2) million in net interest (income)
expense, respectively. The Company had approximately $2.3 million, $1.9 million and $1.7 million of accrued interest as of
December 28, 2019, December 29, 2018 and December 30, 2017, respectively.
85
Due to statute expirations, approximately $0.4 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 US federal and state/local income tax examinations by tax authorities
for years prior to 2014, and the Company is no longer subject to non-US income tax examinations by tax authorities for years
prior to 2012.
As of December 28, 2019, the Company had approximately $35.4 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 without expiration. As of December 29,
2018, the Company had approximately $13.1 million of tax effected net operating losses in various jurisdictions with a portion
expiring over a period up to 15 years and the remaining without expiration.
Valuation allowances totaling $12.9 million and $4.9 million as of December 28, 2019 and December 29, 2018, 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.
The Company has been granted tax holidays for some of its Chinese subsidiaries. Some of these tax holidays expired in 2019 and
others will expire in 2020. All tax holidays will be renewed subject to certain conditions with which the Company expects to
comply. In 2019, these holidays decreased the Provision for Income Taxes by $3.9 million.
The Company continues to treat approximately $123.2 million of earnings from certain foreign entities as permanently reinvested
and has not recorded a deferred tax liability for the local withholding taxes of approximately $19.1 million on those earnings.
(12) Contingencies
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 manufactured and sold in high volumes by a third party. These ventilation units are subject to
product safety requirements and other potential regulation of their performance by government agencies such as the US Consumer
Product Safety Commission (“CPSC”). The claims generally allege that the ventilation units were the cause of fires. The
Company has recorded an estimated liability for incurred claims. Based on the current facts, the Company cannot assure that
these claims, individually or in the aggregate, will not have a material adverse effect on its subsidiary's financial condition. The
Company's subsidiary cannot reasonably predict the outcome of these claims, the nature or extent of any CPSC or other remedial
actions, if any, that the Company's subsidiary may need to undertake with respect to motors that remain in the field, or the costs
that may be incurred, some of which could be significant.
The Company is, from time to time, party to litigation and other legal or regulatory proceedings that arise in the normal course
of its business operations and the outcomes of which are subject to significant uncertainty, including product warranty and liability
claims, contract disputes and environmental, asbestos, intellectual property, 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. Many of these matters will only be
resolved when one or more future events occur or fail to occur. Management conducts regular reviews, including updates from
legal counsel, to assess the need for accounting recognition or disclosure of these contingencies, and such assessment inherently
involves an exercise in judgment. 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, results of operations or cash flows.
86
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 fiscal 2019 and
fiscal 2018 (in millions):
Beginning Balance
Less: Payments
Provisions
Acquisitions
Held for Sale
Translation Adjustments
Ending Balance
$
$
December 28, 2019
December 29, 2018
16.0
20.1
20.2
0.3
(1.4 )
14.8 $
14.5
15.2
—
(0.4 )
—
15.1 $
(0.2 )
14.8
These liabilities are included in Other Accrued Expenses and Other Noncurrent Liabilities on the Consolidated Balance Sheets.
(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 utilized 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 Consolidated Balance Sheets.
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, 2019 or December 29, 2018.
Cash flow hedges
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 AOCI 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.
As of December 28, 2019 and December 29, 2018, the Company had $1.3 million and $(2.1) million, net of tax, of derivative
gains (losses) on closed hedge instruments in AOCI that will be realized in earnings when the hedged items impact earnings.
87
As of December 28, 2019, the Company had the following commodity forward contracts outstanding (with maturities extending
through April 2021) to hedge forecasted purchases of commodities (notional amounts expressed in terms of the dollar value of
the hedged item (in millions):
Copper
Aluminum
December 28,
2019
December 29,
2018
$
49.3 $
3.4
95.4
10.0
As of December 28, 2019, the Company had the following currency forward contracts outstanding (with maturities extending
through July 2021) to hedge forecasted foreign currency cash flows (in millions):
Mexican Peso
Chinese Renminbi
Indian Rupee
Euro
Canadian Dollar
Australian Dollar
Thai Baht
Swedish Krona
British Pound
December 28,
December 29,
2019
2018
$
160.2 $
104.6
36.7
127.0
9.4
11.4
5.7
2.4
15.4
182.3
125.5
44.0
225.7
11.4
13.2
6.7
—
15.3
As of December 28, 2019, the total notional amount of the Company's receive-variable/pay-fixed interest rate swap was $88.4
million with a maturity of April 12, 2022.
Fair values of derivative instruments as of December 28, 2019 and December 29, 2018 were (in millions):
December 28, 2019
Prepaid
Expenses
and Other
Current
Assets
Other Noncurrent
Assets
Current Hedging
Obligations
Noncurrent Hedging
Obligations
Designated as Hedging
Instruments:
Interest Rate Swap Contracts
$
Currency Contracts
Commodity Contracts
Not Designated as Hedging
Instruments:
Currency Contracts
Commodity Contracts
Total Derivatives
$
— $
8.8
2.6
0.1
—
11.5 $
— $
10.3
0.1
—
—
10.4 $
— $
3.0
0.2
0.1
0.1
3.4 $
1.0
0.2
—
—
—
1.2
88
December 29, 2018
Prepaid
Expenses
and Other
Current
Assets
Other Noncurrent
Assets
Current Hedging
Obligations
Noncurrent Hedging
Obligations
Designated as Hedging
Instruments:
Currency Contracts
Commodity Contracts
Not Designated as Hedging
Instruments:
Currency Contracts
Commodity Contracts
Total Derivatives
$
$
6.0 $
0.1
0.6
—
6.7 $
7.2 $
—
—
—
7.2 $
4.3 $
6.0
0.7
0.3
11.3 $
1.1
0.1
—
—
1.2
As of December 29, 2018, the Company's interest rate swap had an immaterial balance and is not presented in the fair value
amounts above.
Derivatives Designated as Cash Flow Hedging Instruments
The effect of derivative instruments designated as cash flow hedges on the Consolidated Statements of Income and Consolidated
Statements of Comprehensive Income for fiscal years 2019, 2018 and 2017 were (in millions):
Commodity
Forwards
Currency
Forwards
Fiscal 2019
Interest
Rate
Swaps
Total
$
1.5
$
16.5
$
1.3
$
19.3
—
(7.7 )
—
—
0.3
4.2
2.5
—
—
—
—
2.4
0.3
(3.5 )
2.5
2.4
Gain Recognized in Other
Comprehensive Income
Amounts Reclassified from Other
Comprehensive Income (Loss):
Gain Recognized in Net Sales
Gain (Loss) Recognized in Cost
of Sales
Gain Recognized in Operating
Expense
Gain Recognized in Interest
Expense
89
Commodity
Forwards
Currency
Forwards
Fiscal 2018
Interest
Rate
Swaps
Total
$
(17.9 ) $
11.0
$
1.7
$
(5.2 )
—
5.0
—
—
0.2
2.9
6.1
—
—
—
—
1.6
0.2
7.9
6.1
1.6
Commodity
Forwards
Currency
Forwards
Fiscal 2017
Interest
Rate
Swaps
Total
$
21.7
$
46.3
$
0.5
$
68.5
—
12.2
—
0.9
(22.1 )
—
—
—
(2.8 )
0.9
(9.9 )
(2.8 )
Gain (Loss) Recognized in Other
Comprehensive Loss
Amounts Reclassified from Other
Comprehensive Income (Loss):
Gain Recognized in Net Sales
Gain Recognized in Cost of
Sales
Gain Recognized in Operating
Expense
Gain Recognized in Interest
Expense
Gain Recognized in Other
Comprehensive Loss
Amounts Reclassified from Other
Comprehensive Income (Loss):
Gain Recognized in Net Sales
Gain (Loss) Recognized in Cost
of Sales
Loss Recognized in Interest
Expense
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 not designated as cash flow hedges on the Consolidated Statements of Income for fiscal years
2019, 2018 and 2017 were (in millions):
Gain Recognized in Cost of Sales
Loss Recognized in Operating Expenses
Loss Recognized in Cost of Sales
Loss Recognized in Operating Expenses
Commodity
Forwards
Fiscal 2019
Currency
Forwards
0.2 $
—
— $
(1.1 )
Commodity
Forwards
Fiscal 2018
Currency
Forwards
(0.5 ) $
—
— $
(6.8 )
$
$
Total
Total
0.2
(1.1 )
(0.5 )
(6.8 )
90
Loss Recognized in Cost of Sales
Gain Recognized in Operating Expenses
Commodity
Forwards
Fiscal 2017
Currency
Forwards
$
(1.1 ) $
—
— $
14.3
Total
(1.1 )
14.3
The net AOCI balance related to hedging activities of a $8.0 million gain as of December 28, 2019 includes $6.2 million of net
deferred gains expected to be reclassified to the Consolidated Statement of Comprehensive 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, 2019 and December 29, 2018.
The following table presents the derivative assets and derivative liabilities presented on a net basis under enforceable master
netting agreements (in millions):
December 28, 2019
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
Derivative Commodity Contracts
Current Hedging Obligations:
Derivative Currency Contracts
Derivative Commodity Contracts
Noncurrent Hedging Obligations:
Derivative Currency Contracts
8.9 $
2.6
10.3
0.1
3.1
0.3
0.2
(2.5 ) $
(0.3 )
(0.1 )
—
(2.5 )
(0.3 )
(0.1 )
6.4
2.3
10.2
0.1
0.6
—
0.1
91
December 29, 2018
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
6.6 $
0.1
7.2
5.0
6.3
1.1
0.1
(3.6 ) $
(0.1 )
(0.6 )
(3.6 )
(0.1 )
(0.6 )
—
3.0
—
6.6
1.4
6.2
0.5
0.1
$
Prepaid Expenses and Other Current Assets:
Derivative Currency Contracts
Derivative Commodity Contracts
Other Noncurrent Assets:
Derivative Currency Contracts
Current Hedging Obligations:
Derivative Currency Contracts
Derivative Commodity Contracts
Noncurrent Hedging Obligations:
Derivative Currency Contracts
Derivative Commodity Contracts
(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
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
Level 3
Unobservable inputs for the asset or liability
92
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, 2019 and
December 29, 2018, respectively (in millions):
Assets:
Prepaid Expenses and Other Current Assets:
Derivative Currency Contracts
Derivative Commodity Contracts
Other Noncurrent Assets:
Assets Held in Rabbi Trust
Derivative Currency Contracts
Derivative Commodity Contracts
Liabilities:
Current Hedging Obligations:
Derivative Currency Contracts
Derivative Commodity Contracts
Noncurrent Hedging Obligations:
Interest Rate Swap
Derivative Currency Contracts
Derivative Commodity Contracts
December 28,
2019
December 29,
2018
Classification
$
8.9 $
2.6
6.1
10.3
0.1
3.1
0.3
1.0
0.2
—
6.6
0.1
5.6
7.2
—
5.0
6.3
—
1.1
0.1
Level 2
Level 2
Level 1
Level 2
Level 2
Level 2
Level 2
Level 2
Level 2
Level 2
Level 1 fair value measurements for assets held in a Rabbi Trust are unadjusted quoted prices.
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 discounted cash flows using the LIBOR forward yield curve for
an instrument with similar contractual terms. Foreign currency forwards are valued based on exchange rates quoted by domestic
and foreign banks for similar instruments. Commodity forwards are valued based on observable market transactions of forward
commodity prices.
The Company did not change its valuation techniques during fiscal 2019.
(15) Restructuring Activities
The Company incurred restructuring and restructuring-related costs on projects during fiscal 2019, 2018 and 2017. Restructuring
costs include associate termination and plant relocation costs. Restructuring-related costs include costs directly associated with
actions resulting from the Company's Simplification initiatives, such as asset write-downs or accelerated depreciation due to
shortened useful lives in connection with site closures, discretionary employment benefit costs and other facility rationalization
costs. Restructuring costs for associate termination expenses are generally required to be accrued over the associate remaining
service period while restructuring costs for plant relocation costs and restructuring-related costs are generally required to be
expensed as incurred.
93
The following is a reconciliation of provisions and payments for the restructuring projects for fiscal 2019 and fiscal 2018 (in
millions):
Beginning Balance
Provision
Less: Payments
Ending Balance
$
$
December 28, 2019
December 29, 2018
1.2
7.7
8.7
0.2
0.2 $
21.6
20.9
0.9 $
The following is a reconciliation of expenses by type for the restructuring projects in fiscal years 2019, 2018 and 2017 (in
millions):
Restructuring Costs:
Cost
of
Sales
Operating
Expenses Total
Cost
of
Sales
Operating
Expenses Total
Cost
of
Sales
Operating
Expenses Total
2019
2018
2017
Facility Related Costs
Associate Termination Expenses $ 5.7
5.0
—
$ 10.7 $
Other Expenses
$
$
$ 12.2
6.5
4.4
—
$ —
2.3
0.8
9.4
—
10.9 $ 21.6 $ 3.1 $
$
$
$ 0.3
0.3
5.7
3.4
1.6
0.8
4.5 $ 7.6 $ 10.8 $
2.6
4.3
3.9
$
4.3
1.7
5.2
0.9
3.9
—
2.6 $ 13.4
Total Restructuring Costs
Restructuring-Related Costs:
Other Employment Benefit
Expenses
$ —
$
—
$ —
$ 0.1
$
—
$ 0.1
$
0.7
$
—
$
0.7
Total Restructuring-Related Costs $ —
$
—
$ —
$ 0.1
$
—
$ 0.1
$
0.7
$
—
$
0.7
Total Restructuring and
Restructuring-Related Costs
$ 10.7
$
10.9
$ 21.6
$ 3.2
$
4.5
$ 7.7
$ 11.5
$
2.6
$ 14.1
The following table shows the allocation of Restructuring Expenses by segment for fiscal years 2019, 2018 and 2017 (in
millions):
Total
Commercial
Systems
Industrial
Systems
Climate
Solutions
Power
Transmission
Solutions
Restructuring Expenses - 2019
Restructuring Expenses - 2018
Restructuring Expenses - 2017
$
$
$
21.6 $
7.7 $
14.1 $
9.5 $
2.9 $
7.8 $
7.2 $
2.7 $
3.1 $
2.2 $
1.8 $
2.5 $
2.7
0.3
0.7
The Company's current restructuring activities are expected to continue into fiscal 2020. The Company expects to record
aggregate future charges of approximately $27.2 million related to announced projects as of year-end fiscal 2019, which includes
$14.4 million of associate termination expenses and $12.8 million of facility related and other costs.
(16) Subsequent Events
The Company has evaluated subsequent events since December 28, 2019, the date of these financial statements. There were no
material events or transactions discovered during this evaluation that requires recognition or disclosure in the financial statements.
94
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A - CONTROLS AND PROCEDURES
In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), our management evaluated,
with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation
of our disclosure controls and procedures (as defined in Rule 13a-15(d) and 15(e) under the Exchange Act) as of the end of the
year ended December 28, 2019. Based upon their evaluation of these disclosure controls and procedures, our Chief Executive
Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 28,
2019 to ensure that (a) information required to be disclosed in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and
Exchange Commission, and (b) information required to be disclosed by us in the reports we file or submit under the Exchange
Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting.
The report of management required under this Item 9A is contained in Item 8 of Part II of this Annual Report on Form 10-K
under the heading “Management's Annual Report on Internal Control over Financial Reporting.”
Report of Independent Registered Public Accounting Firm.
The attestation report required under this Item 9A is contained in Item 8 of Part II of this Annual Report on Form 10-K under the
heading “Report of Independent Registered Public Accounting Firm.”
Changes in Internal Controls.
There were no changes in the Company's internal control over financial reporting that occurred during the quarter ended
December 28, 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control
over financial reporting.
ITEM 9B - OTHER INFORMATION
None.
95
PART III
ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information in the sections titled “Proposal 1: Election of Directors,” “Board of Directors” and “Stock Ownership” in the
2020 Proxy Statement is incorporated by reference herein. Information with respect to our executive officers appears in Part I of
this Annual Report on Form 10-K.
We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all our directors, officers and associates.
The Code is available on our website, along with our current Corporate Governance Guidelines, at www.regalbeloit.com. The
Code and our Corporate Governance Guidelines are also available in print to any shareholder who requests a copy in writing
from the Secretary of Regal Beloit Corporation. We intend to disclose through our website any amendments to, or waivers from,
the provisions of these codes.
ITEM 11 - EXECUTIVE COMPENSATION
The information in the sections titled “Compensation Discussion and Analysis,” “Executive Compensation,” “Report of the
Compensation and Human Resources Committee,” “Director Compensation,” and "Compensation Committee Interlocks and
Insider Participation" in the 2020 Proxy Statement is incorporated by reference herein.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information in the sections titled “Stock Ownership” in the 2020 Proxy Statement is incorporated by reference herein.
Equity Compensation Plan Information
The following table provides information about our equity compensation plans as of December 28, 2019.
Number of Securities
to be Issued upon the
Exercise of
Outstanding Options,
Warrants and Rights
(1)
Weighted-average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(excluding securities
reflected in the column 1)
Equity Compensation Plans
Approved by Security
Holders
Equity Compensation Plans
Not Approved by Security
Holders
Total
817,790
$
73.34
3,584,570
—
817,790
—
—
3,584,570
(1) Represents options to purchase our Common Stock and stock-settled appreciation rights granted under our 2013 Equity
Incentive Plan and 2018 Equity Incentive Plan.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information in the section titled “Board of Directors” in the 2020 Proxy Statement is incorporated by reference herein.
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information in the section titled “Proposal 3: Ratification of Deloitte & Touche LLP as our Independent Registered Public
Accounting Firm for 2020” in the 2020 Proxy Statement is incorporated by reference herein.
96
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULE
PART IV
(a) 1. Financial statements - The financial statements listed in the accompanying index to financial statements and financial
statement schedule are filed as part of this Annual Report on Form 10-K.
2. Financial statement schedule - The financial statement schedule listed in the accompanying index to financial
statements and financial statement schedule are filed as part of this Annual Report on Form 10-K.
3. Exhibits required by Item 601 of Regulation S-K:
Exhibit
Number
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
10.1*
10.2*
10.3*
10.4*
10.5*
Exhibit Index
Exhibit Description
Amended and Restated Articles of Incorporation of Regal Beloit Corporation. [Incorporated by reference to
Exhibit 3 to Regal Beloit Corporation's Current Report on Form 8-K filed on May 1, 2015]
Amended and Restated Bylaws of Regal Beloit Corporation. [Incorporated by reference to Exhibit 3.1 to Regal
Beloit Corporation's Current Report on Form 8-K filed on March 14, 2019]
Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of Regal Beloit
Corporation [Incorporated by reference to Exhibits 3.1 and 3.2 hereto]
Note Purchase Agreement, dated as of July 14, 2011, by and among Regal-Beloit Corporation and Purchasers
listed in Schedule A attached thereto. [Incorporated by reference to Exhibit 4.1 to Regal Beloit Corporation's
Current Report on Form 8-K filed on July 20, 2011]
Subsidiary Guaranty Agreement, dated as of July 14, 2011, from certain subsidiaries of Regal-Beloit
Corporation [Incorporated by reference to Exhibit 4.2 to Regal Beloit Corporation's Current Report on Form
8-K filed on July 20, 2011]
First Amendment, dated as of August 16, 2011, to Note Purchase Agreement dated as of July 14, 2011, by and
among Regal-Beloit Corporation, certain subsidiaries of Regal-Beloit Corporation and the Purchasers listed on
the signature pages thereto. [Incorporated by reference to Exhibit 4.2 to Regal Beloit Corporation's Current
Report on Form 8-K filed on August 22, 2011]
Amended and Restated Credit Agreement, dated as of August 27, 2018, by and among Regal Beloit
Corporation, various subsidiaries of Regal Beloit Corporation from time to time a party thereto, the financial
institutions from time to time a party thereto as lenders and JPMorgan Chase Bank, N.A., as administrative
agent. [Incorporated by reference to Exhibit 10.1 to Regal Beloit Corporation’s Current Report on Form 8-K
filed on August 28, 2018]
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of
1934.**
Form of Executive Employment Agreement, dated as of March 12, 2019, between Regal Beloit Corporation
and Louis V. Pinkham. [Incorporated by reference to Exhibit 10.1 to Regal Beloit Corporation’s Current Report
on Form 8-K filed on March 14, 2019.]
Form of Key Executive Employment and Severance Agreement, effective as of April 1, 2019, between Regal
Beloit Corporation and Louis V. Pinkham. [Incorporated by reference to Exhibit 10.2 to Regal Beloit
Corporation’s Current Report on Form 8-K filed on March 14, 2019.]
Form of Retirement Agreement, dated as of December 27, 2019, between Regal Beloit Corporation and
Jonathan J. Schlemmer.**
Form of Retirement Agreement, dated as of October 10, 2018, between Regal Beloit Corporation and Mark J.
Gliebe. [Incorporated by reference to Exhibit 10.25 to Regal Beloit Corporation’s Annual Report on Form 10-
K filed on February 26, 2019]
Form of Key Executive Employment and Severance Agreement between Regal Beloit Corporation and each
of Jonathan J. Schlemmer and John M. Avampato. [Incorporated by reference to Exhibit 10.1 to Regal Beloit
Corporation's Current Report on Form 8-K filed on November 2, 2010]
10.6*
Regal Beloit Corporation Supplemental Defined Contribution Retirement Plan.**
10.7*
Regal Beloit Corporation Supplemental Employee Retirement Plan For Salary Level 27 & 30 Employees.**
97
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22*
10.23*
10.24*
10.25*
Regal Beloit Corporation 2007 Equity Incentive Plan [Incorporated by reference to Appendix B to Regal Beloit
Corporation's definitive proxy statement on Schedule 14A for the Regal Beloit Corporation 2007 annual
meeting of shareholders held April 20, 2007]
Form of Stock Option Award Agreement under the Regal Beloit Corporation 2007 Equity Incentive Plan.
[Incorporated by reference to Exhibit 10.2 to Regal Beloit Corporation's Current Report on Form 8-K filed on
April 25, 2007]
Form of Restricted Stock Award Agreement under the Regal Beloit Corporation 2007 Equity Incentive Plan.
[Incorporated by reference to Exhibit 10.3 to Regal Beloit Corporation's Current Report on Form 8-K filed on
April 25, 2007]
Form of Restricted Stock Unit Award Agreement under the Regal Beloit Corporation 2007 Equity Incentive
Plan. [Incorporated by reference to Exhibit 10.4 to Regal Beloit Corporation's Current Report on Form 8-K
filed on April 25, 2007]
Form of Stock Appreciation Right Award Agreement under the Regal Beloit Corporation 2007 Equity Incentive
Plan. [Incorporated by reference to Exhibit 10.5 to Regal Beloit Corporation's Current Report on Form 8-K
filed on April 25, 2007]
Target Supplemental Retirement Plan for designated Officers and Key Employees, as amended and restated.
[Incorporated by reference to Exhibit 10.2 to Regal Beloit Corporation's Current Report on Form 8-K dated
November 2, 2010]
Form of Participation Agreement for Target Supplemental Retirement Plan.**
Regal Beloit Corporation 2016 Incentive Compensation Plan. [Incorporated by reference to Appendix A to
Regal Beloit Corporation's definitive proxy statement on Schedule 14A for the 2016 annual meeting of
shareholders held April 25, 2016]
Regal Beloit Corporation 2013 Equity Incentive Plan. [Incorporated by reference to Appendix A to Regal Beloit
Corporation’s definitive proxy statement on Schedule 14A for the Regal Beloit Corporation 2013 annual
meeting of shareholders held April 29, 2013]
Form of Stock Appreciation Rights Award Agreement under the Regal Beloit Corporation 2013 Equity
Incentive Plan. [Incorporated by reference to Exhibit 10.2 to Regal Beloit Corporation’s Current Report on
Form 8-K filed on May 2, 2013]
Form of Restricted Stock Unit Award Agreement under the Regal Beloit Corporation 2013 Equity Incentive
Plan. [Incorporated by reference to Exhibit 10.3 to Regal Beloit Corporation’s Current Report on Form 8-K
filed on May 2, 2013]
Form of TSR Based Performance Share Unit Award Agreement under the Regal Beloit Corporation 2013
Equity Incentive Plan. [Incorporated by reference to Exhibit 10.4 to Regal Beloit Corporation’s Current Report
on Form 8-K filed on May 2, 2013]
Form of EBIT Based Performance Share Unit Award Agreement under the Regal Beloit Corporation 2013
Equity Incentive Plan. [Incorporated by reference to Exhibit 10.21 to Regal Beloit Corporation’s Annual
Report on Form 10-K filed on March 2, 2016]
Form of ROIC Based Performance Share Unit Award Agreement under the Regal Beloit Corporation 2013
Equity Incentive Plan [Incorporated by reference to Exhibit 10.22 to Regal Beloit Corporation’s Annual Report
on Form 10-K filed on March 1, 2017]
Key Executive Employment and Severance Agreement, dated as of October 26, 2016, between Regal Beloit
Corporation and Thomas E. Valentyn [Incorporated by reference to Exhibit 10.23 to Regal Beloit Corporation’s
Annual Report on Form 10-K filed on March 1, 2017]
Form of Key Executive Employment and Severance Agreement between Regal Beloit Corporation and Robert
J. Rehard. [Incorporated by reference to Exhibit 10.1 to Regal Beloit Corporation’s Current Report on Form
8-K filed on April 5, 2018]
Form of Key Executive Employment and Severance Agreement, dated as of January 19, 2019, between Regal
Beloit Corporation and Timothy J. Oswald. [Incorporated by reference to Exhibit 10.24 to Regal Beloit
Corporation’s Annual Report on Form 10-K filed on February 26, 2019]
Regal Beloit Corporation 2018 Equity Incentive Plan. [Incorporated by reference to Appendix A to Regal Beloit
Corporation’s definitive proxy statement on Schedule 14A filed on March 21, 2018 for the 2018 annual meeting
of shareholders held April 30, 2018]
98
10.26*
10.27*
10.28*
10.29*
10.30*
10.31*
21
23
31.1
31.2
32
Form of Stock Appreciation Rights Award Agreement (Stock Settled) under the Regal Beloit Corporation 2018
Equity Incentive Plan.**
Form of Restricted Stock Unit Award Agreement (Stock Settled) under the Regal Beloit Corporation 2018
Equity Incentive Plan.**
Form of Restricted Stock Unit Award Agreement (Cash Settled) under the Regal Beloit Corporation 2018
Equity Incentive Plan.**
Form of Restricted Stock Award Agreement under the Regal Beloit Corporation 2018 Equity Incentive Plan.**
Form of Performance Share Unit Award Agreement (Return on Invested Capital) under the Regal Beloit
Corporation 2018 Equity Incentive Plan.**
Form of Performance Share Unit Award Agreement (Total Shareholder Return) under the Regal Beloit
Corporation 2018 Equity Incentive Plan.**
Significant Subsidiaries of Regal Beloit Corporation.
Consent of Independent Registered Public Accounting Firm.
Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
Section 1350 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.**
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF
XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
104
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).
________________________
* A management contract or compensatory plan or arrangement.
** Furnished herewith.
(b) Exhibits- see (a)3., above.
(c) See (a)2., above.
99
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 26th day of February 2020.
SIGNATURES
REGAL BELOIT CORPORATION
By:
/s/ ROBERT J. REHARD
Robert J. Rehard
Vice President and Chief Financial Officer
(Principal Financial Officer)
By:
/s/ JASON R. LONGLEY
Jason R. Longley
Vice President and Corporate Controller
(Principal Accounting Officer)
100
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated:
/s/ LOUIS V. PINKHAM
Director and Chief Executive Officer
February 26, 2020
Louis V. Pinkham
(Principal Executive Officer)
/s/ JAN A. BERTSCH
Director
February 26, 2020
Jan A. Bertsch
/s/ STEPHEN M. BURT
Director
February 26, 2020
Stephen M. Burt
/s/ ANESA T. CHAIBI
Director
February 26, 2020
Anesa T. Chaibi
/s/ CHRISTOPHER L. DOERR
Director
February 26, 2020
Christopher L. Doerr
/s/ THOMAS J. FISCHER
Director
February 26, 2020
Thomas J. Fischer
/s/ DEAN A. FOATE
Director
February 26, 2020
Dean A. Foate
/s/ MICHAEL F. HILTON
Director
February 26, 2020
Michael F. Hilton
/s/ RAKESH SACHDEV
Director, Chairman
February 26, 2020
Rakesh Sachdev
/s/ CURTIS W. STOELTING
Director
February 26, 2020
Curtis W. Stoelting
/s/ JANE L. WARNER
Director
February 26, 2020
Jane L. Warner
101
REGAL BELOIT CORPORATION
Index to Financial Statements
And Financial Statement Schedule
(1) Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income for the fiscal years ended
December 28, 2019, December 29, 2018 and December 30, 2017
Consolidated Statements of Comprehensive Income for the fiscal years ended December 28, 2019,
December 29, 2018 and December 30, 2017
Consolidated Balance Sheets as of December 28, 2019 and December 29, 2018
Consolidated Statements of Equity for the fiscal years ended December 28, 2019, December 29, 2018
and December 30, 2017
Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2019, December 29,
2018 and December 30, 2017
Notes to the Consolidated Financial Statements
(2) Financial Statement Schedule:
For the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017
Schedule II -Valuation and Qualifying Accounts
Page(s) In
Form 10-K
45
49
50
51
52
53
54
103
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements
or notes thereto.
102
SCHEDULE II
REGAL BELOIT CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
Balance
Beginning of
Year
Charged to
Expenses
Deductions (a)
(Dollars in Millions)
Adjustments
(b)
Balance End
of Year
Allowance for Receivables:
Fiscal 2019
Fiscal 2018
Fiscal 2017
$
13.3 $
11.3
11.5
4.0 $
6.9
1.3
(7.5 ) $
(2.1 )
(2.8 )
(0.1 ) $
(2.8 )
1.3
9.7
13.3
11.3
(a) Deductions consist of write offs charged against the allowance for doubtful accounts.
(b) Adjustments consist of balances moved to held for sale and translation.
ITEM 16 - FORM 10-K SUMMARY
Not Applicable
103
CASH DIVIDENDS AND STOCK SPLITS
During 2019, we declared four quarterly cash dividends on
Regal Beloit Corporation common stock. If you have not
received all dividends to which you are entitled, please write or
call the Company’s Transfer Agent.
Regal has paid a cash dividend every quarter since January
1961. We have increased the amount of our cash dividend 47
times in the 59 years these dividends were paid. We have never
reduced the dividend. We have also declared and issued 15
stock splits/dividends since inception.
NOTICE OF ANNUAL MEETING
The Annual Meeting of Shareholders will be held at 9:00 a.m.
CDT, on Tuesday, April 28, 2020, at Regal Beloit Corporation
Headquarters, Packard Learning Center, 200 State Street,
Beloit, WI 53511-6254.
AUDITORS
Deloitte & Touche LLP, Milwaukee, Wisconsin
PUBLIC INFORMATION AND REPORTS
Shareholders can view Company documents 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 and Forms 10-K and 10-Q as filed by the Company
with the Securities and Exchange Commission.
Please direct information requests to:
Regal Beloit Corporation
Attn: Investor Relations
200 State Street
Beloit, WI 53511-6254
Email: investor@regalbeloit.com
www.regalbeloit.com
TRANSFER AGENT
Computershare Investor Services
PO Box 30170
College Station, TX 77842-3170
Regal Beloit Corporation is a Wisconsin corporation listed on
the NYSE under the symbol RBC.
ADDITIONAL INFORMATION FOR NON-GAAP MEASURES
We prepare financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). We
also periodically disclose certain financial measures in our quarterly earnings releases, on investor conference calls, and in investor
presentations and similar events that may be considered “non-GAAP” financial measures. We believe that these non-GAAP
financial measures are useful measures for providing investors with additional information regarding our results of operations and
for helping investors understand and compare our operating results across accounting periods and compared to our peers. In
addition, since our management often uses these non-GAAP financial measures to manage and evaluate our business, make
operating decisions, and forecast our future results, we believe disclosing these measures helps investors evaluate our business in
the same manner as management. 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.
104
Corporate Information
Dean A. Foate (3)
Director and
Chairman of the Board
Plexus Corporation
Director since 2005
Michael F. Hilton (1)
Former President and
Chief Executive Officer
Nordson Corporation
Director since 2019
Louis V. Pinkham
Director and Chief Executive Officer
Regal Beloit Corporation
Director since 2019
Curtis W. Stoelting (2)*
Chief Executive Officer
Roadrunner Transportation
Systems, Inc.
Director since 2005
Jane L. Warner (3)*
Former Executive Vice President
Decorative Surfaces and
Finishing Systems
Illinois Tool Works
Director since 2013
Board of Directors
Rakesh Sachdev (2)
Chairman of the Board
Regal Beloit Corporation
Former Chief Executive Officer
Platform Specialty Products
Corporation
Director since 2007
Jan A. Bertsch (1)
Former Senior VP and
Chief Financial Officer
Owens-Illinois, Inc.
Director since 2019
Stephen M. Burt (1)*
Managing Director
Duff & Phelps
Director since 2010
Anesa T. Chaibi (2, 3)
Former Chief Executive Officer
Optimas OE Solutions LLC
Director since 2014
Christopher L. Doerr (3)
Chief Executive Officer
Passage Partners LLC
Former President and
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
Committee Assignments as of February 2020
(1) Member of Audit Committee
(2) Member of Compensation and Human Resources Committee
(3) Member of Corporate Governance and Director Affairs Committee
* Committee Chairperson
Company Officers
Louis V. Pinkham
Chief Executive Officer
Robert J. Rehard
VP, Chief Financial Officer
John M. Avampato
VP, Chief Information Officer
Scott D. Brown
President, Commercial
Systems Segment
John C. Kunze
President, Climate
Solutions Segment
Cheryl A. Lewis
VP, Chief Human Resources Officer
Jason R. Longley**
VP, Corporate Controller
Eric S. McGinnis
President, Industrial
Systems Segment
Jerrald R. Morton
President, Power Transmission
Solutions Segment
Thomas E. Valentyn
VP, General Counsel
and Secretary
** Principal Accounting Officer
under Section 16 of the Securities
Exchange Act of 1934, as amended
Regal Beloit Corporation
200 State Street
Beloit, Wisconsin 53511
608-364-8800
regalbeloit.com