CYT-2014.12.31 - 10K
Table of Contents

 
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 31, 2014
Commission file number 1-12372
CYTEC INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware
 
22-3268660
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No).
Five Garret Mountain Plaza
Woodland Park, New Jersey
 
07424
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (973) 357-3100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of exchange on which registered
Common Stock, par value $.01 per share
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    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  x
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 the filing requirements for at least the past 90 days.    Yes  x   No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer   x    Accelerated filer  ¨    Non-accelerated filer  ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
At June 30, 2014 the aggregate market value of common stock held by non-affiliates was $3,750,165,164 based on the closing price ($52.71 per share following the September 2014 stock split) of such stock on such date.
There were 71,281,616 shares of common stock outstanding on February 10, 2015.
DOCUMENTS INCORPORATED BY REFERENCE
Documents
 
Part of Form 10-K
Portions of Cytec’s Proxy Statement for 2015 Annual Meeting of Common Stockholders, to be held on April 16, 2015
 
Part III
 


Table of Contents

CYTEC INDUSTRIES INC. AND SUBSIDIARIES
Form 10-K
Table of Contents
 
 
Page
 
 
 
 
 
 
 
 
 



Table of Contents

COMMENTS ON FORWARD-LOOKING STATEMENTS
A number of the statements made by us in our Annual Report on Form 10-K, in other documents, including but not limited to the Chairman, President and Chief Executive Officer’s and Vice President and Chief Financial Officer’s letters to stockholders and stakeholders, respectively, in our press releases and in other reports to the Securities and Exchange Commission, may be regarded as “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this report, including those made by the management of Cytec, other than historical statements, are forward-looking statements.
Forward-looking statements include, among others, statements concerning: our or any of our segments’ outlook for the future, anticipated results of acquisitions and divestitures, future aircraft build rates, expectations on the amount of our composite material content on new aerospace programs, timing of new mine startups, selling price, raw material cost and working capital trends, anticipated changes in currency rates and their effects, economic forces within the industries in which we operate, anticipated costs, target completion and qualification dates and expenditures for capital projects, expected sales growth, operational excellence strategies and their results, expected annual tax rates, our long-term goals, environmental remediation costs, future legal settlements, claims and judgments, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Such statements are based upon our current beliefs and expectations and are subject to significant risks and uncertainties including those discussed in Item 1A, “Risk Factors,” below and elsewhere in this report. Actual results may vary materially from those set forth in the forward-looking statements.
The following factors, among others, could affect our anticipated results: our ability to successfully complete planned or ongoing restructuring and capital expansion projects, including realization of the anticipated results from such projects; our ability to maintain or improve current ratings on our debt; our ability to obtain financing or borrow fully against committed lines, changes in financial conditions or the financial status of our existing lenders markets; changes in global and regional economies; the financial well-being of our customers and the end-consumers of products incorporating our products; changes in demand for our products or in the quality, costs and availability of our raw materials, particularly when such raw materials are only available from a single or limited number of sources and cannot be substituted with other unqualified materials; timing of new product introductions; customer inventory reductions; changes in the build rates for certain aircraft programs; the actions of competitors; currency and interest rate fluctuations; technological change, particularly in aerospace program technology; manufacturing capacity constraints; our ability to renegotiate expiring long-term contracts; our ability to raise our selling prices when our product costs increase; changes in employee relations, possible strikes or work stoppages at our facilities or at the facilities of our customers or suppliers; new laws and regulations or changes in their interpretation, including those related to taxation, global warming and those particular to the purchase, sale, storage and manufacture of chemicals or operation of chemical plants; governmental funding for those military programs that utilize our products; litigation, including its inherent uncertainty and changes in the number or severity of various types of claims brought against us and changes in the laws applicable to these claims; quality problems; difficulties in plant operations and materials transportation, including those caused by hurricanes or other natural forces; short or long-term climate changes; environmental matters; returns on employee benefit plan assets and changes in the discount rates used to estimate employee benefit liabilities; changes in the medical cost trend rate; changes in accounting principles or new accounting standards; political instability or adverse treatment of foreign operations in any of the significant countries in which we or our customers operate; war, terrorism or sabotage; epidemics; and other unforeseen circumstances. Unless indicated otherwise, the terms “Cytec,” “Company,” “we,” “us,” and “our” each refer collectively to Cytec Industries Inc. and its subsidiaries.
AVAILABLE INFORMATION
We maintain a website that contains various information about our Company and products. It is accessible at www.Cytec.com. Through our website, stockholders and the general public may access free of charge (other than any connection charges from internet service providers) filings we make with the Securities and Exchange Commission as soon as practicable after filing. Filing accessibility in this manner includes our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934.

- 1-

Table of Contents

PART I
(Currencies in millions, except per share amounts)
Item 1.
BUSINESS
Overview
We are a global specialty materials and chemicals company focused on developing, manufacturing and selling value-added products. Our products serve a diverse range of end markets including aerospace and industrial materials, mining and plastics. We use our technology and application development expertise to create chemical and material solutions that are formulated to perform specific and important functions for our customers. Our strategy is to develop a robust, sustainable portfolio of businesses that provide sales and earnings growth and minimum operating margins of 10%, and to improve our return on assets by investing in and expanding our growth platforms while selectively monetizing or exiting non-strategic or under-performing businesses. We have been active in our portfolio realignment in recent years. In July 2012, we acquired Umeco plc (“Umeco”), a provider of advanced composites and process materials to the aerospace and industrial markets. Also in July 2012, we divested our pressure sensitive adhesives (“PSA”) product line. In April 2013, we completed the sale of our Coating Resins (“Coatings”) business to Advent International (“Advent”). The amounts and percentages included in this document exclude our discontinued operations, except where noted. We had net sales from continuing operations of $2,007.7 and earnings from operations of $233.7 in 2014. We operate on a global basis with 48% of our 2014 revenues in North America, 31% in Europe, Middle East, and Africa, 12% in Asia-Pacific, and 9% in Latin America. We have manufacturing and research facilities located in 11 countries. Cytec was incorporated as an independent public company in December 1993.
Segments
We regularly review our segment reporting and classifications and may periodically change our reportable segments to align with strategic and operational changes.
We have four reportable business segments: Aerospace Materials, Industrial Materials, In Process Separation, and Additive Technologies. The Aerospace Materials segment principally includes advanced composites, carbon fiber, and structural film adhesives. The Industrial Materials segment includes structural composite materials (high performance automotive, motorsports, recreation, tooling, and other structural materials markets) and process materials (aerospace, wind energy, and other process materials markets). The In Process Separation segment includes mining chemicals and phosphines. The Additive Technologies segment includes polymer additives, specialty additives, and formulated resins.
Vision and Strategy
Our corporate vision is to deliver technology beyond our customers’ imagination. To achieve our corporate vision, our strategy includes the following initiatives:
Achieve sustainable and profitable growth by providing innovative solutions to meet customer needs. We seek to collaborate closely with our customers to understand their needs and provide them with a superior value proposition, whether through improvement in product quality, performance, cost or a new enabling technology. We seek to market our specialty products in terms of the value they provide and focus on delivering a high level of technical service to our customers as we work with them on solving problems and providing them with better products for their applications.
Provide a culture that challenges, engages, and rewards our employees. We know that progress and growth depend on every employee taking responsibility, being creative, and contributing to our overall successful performance. We strive to have our employees challenged and to enjoy success as we continue to build a stronger Cytec. As part of this process, employees have opportunities to embark on career paths geared towards advancement in various areas of our organization. Our goal is to attract, retain and develop employees to their highest potential and be recognized as a global employer of choice.
Universally recognized as the technology leader in our markets. We are dedicated to creating a sustainable competitive advantage through superior technology. We believe our technology is the ultimate engine of our growth and success. To that end, we focus on our new product pipeline and delivering value-added products to our customers every year. In 2014, we continued to invest in our growth platforms (i.e., Aerospace Materials, Industrial Materials, and In Process Separation).
Positively impact society by our commitment to safety, health, and environmental stewardship. We focus our innovation on the development of environmentally sustainable products, and demonstrate our respect for the communities in which

- 2-

Table of Contents

we operate. We operate on a global basis with manufacturing plants and research facilities located in 11 countries, including high growth emerging markets where we will continue to expand sales as markets develop. Our global operations add to the vitality and the economy of the regions in which we operate.
We are focused on operational excellence. To develop and implement best practices, we benchmark our performance against our competitive peer group. This has had a significant positive impact in terms of our safety and environmental performance. Manufacturing has the largest impact on our costs and we use various techniques such as Six Sigma® (a trademark of Motorola Inc.) and lean manufacturing to reduce our product costs by improving process yields, reducing batch times, increasing capacity and improving and/or streamlining our manufacturing processes. We continuously review our operational footprint versus current and projected market demand and accordingly, from time to time, we may also expand, shutdown parts of, or close certain manufacturing or research facilities.
Our management team regularly reviews our product line portfolio in terms of strategic fit and capital allocation based on financial performance, which includes factors such as growth, profitability, and return on invested capital. From time to time, we may also dispose of or withdraw certain product lines. We may also acquire additional product lines or technologies. We conduct regular reviews of our plant sites’ cost effectiveness, including individual facilities within such sites, to ensure our long-term competitiveness.
Over the years, in the course of our ongoing operations, we have made a number of strategic business and product line acquisitions and dispositions.
Acquisitions
Umeco plc
On July 20, 2012, we completed the acquisition of all of the outstanding shares of Umeco, an international provider of composite and process materials, in an all-cash transaction at a cost of approximately $423.8. The acquisition is intended to strengthen our position as a leading manufacturer of composite materials, while offering significant opportunities for growth and value creation, particularly in industrial composites and process materials. The acquired Umeco business is being reported partly in the Aerospace Materials segment, but mostly in the Industrial Materials segment. See Note 2 of Notes to Consolidated Financial Statements for further details.
Star Orechem International Private Limited
On March 30, 2012, we acquired the manufacturing assets of Star Orechem International Private Limited (“SOIL”), in Nagpur, Central India, in a cash transaction. The acquisition is expected to increase our global capacity for our metal extraction product (“MEP”) line of our In Process Separation segment by approximately 15%, and provides the ability to further expand production at the site. We completed the capabilities and upgrading project of the acquired plant to meet appropriate safety and operating standards, and began production of our mining chemical products in the fourth quarter of 2014. The results of operations of the acquired business have been included in our In Process Separation segment since April 1, 2012. The acquisition was funded from our cash on hand and has been accounted for as an acquisition of a business. See Note 2 of Notes to Consolidated Financial Statements for further details.
Discontinued Operations and Dispositions
Coating Resins
On April 3, 2013, we completed the sale of our remaining Coatings business to Advent, a global private equity firm, for a total value of $1,133.0, including assumed liabilities of $118.0, resulting in a cumulative after-tax loss on the sale of $16.9 in 2013. These cumulative after-tax losses are included in Net gain (loss) on sale of discontinued operations, net of tax in the consolidated statement of income for 2013. The final price paid and loss on sale remains subject to final working capital and other customary adjustments. After-tax earnings from operations of the discontinued business for the years ended December 31, 2013 and 2012 were $31.6 and $117.4, respectively.
In connection with the sale of Coatings to Advent, we agreed to retain certain liabilities, including liabilities for U.S. pension and other postretirement benefits and certain tax liabilities related to taxable periods (or portions thereof) ending on or before April 3, 2013. In 2014, we recorded after-tax charges of $1.0 related to certain of these tax liabilities. Additionally, in 2014, we recorded a tax benefit of $11.1 based on our best estimate of the purchase price allocation attributable to the Coatings business sold in various taxing jurisdictions, offset by after-tax charges of approximately $3.6 for purchase price and working capital adjustments and charges of $0.6 to true up the tax expense related to the divestiture.

- 3-

Table of Contents

Previously, on July 31, 2012, we completed the sale of the pressure sensitive adhesives (“PSA”) product line of the former Coatings business to Henkel AG & Co. for approximately $105.0, including working capital of approximately $15.0. In 2012, we received cash consideration of $112.8 from the sale and recorded an after-tax gain on the sale of $8.6, which is included in Net gain (loss) on sale of discontinued operations, net of tax in the consolidated statement of income. In 2012, we also recorded cumulative after-tax charges of $24.7 to adjust our carrying value of the Coatings disposal group to its fair value less cost to sell, based on the terms of the definitive agreement with Advent at that time. The charge is also included in Net gain (loss) on sale of discontinued operations, net of tax in the consolidated statement of income for 2012.
The results of operations of the former Coatings business are reported as discontinued operations, and are therefore excluded from both continuing operations and segment results for all periods presented. The results of the PSA product line are included in discontinued operations up through its sale on July 31, 2012. All previously reported financial information has been revised to conform to the current presentation.
Sale of the Industrial Materials distribution product line
On July 12, 2013, we sold the Industrial Materials distribution product line, which we acquired as part of the Umeco acquisition, to Cathay Investments for $8.6, subject to final working capital and other customary adjustments. In 2013, we recorded an after-tax charge of $12.5 to adjust our carrying value of the disposal group to its fair value less cost to sell, based on the terms of the agreement. In 2014, we recorded an after-tax benefit of $0.2 related to final purchase price and settlement of final working capital adjustments. These amounts are included in Net gain (loss) on sale of discontinued operations, net of tax in the consolidated statements of income.
The results of operations of the former Industrial Materials distribution product line prior to its divestiture remain in continuing operations for all periods presented, as the results of operations for the business and assets and liabilities sold were not material to disclose as discontinued operations or assets held for sale.
Former Umeco entities divested prior to our acquisition
As part of our acquisition accounting for Umeco in 2012, we established reserves related to income tax and value added tax liabilities of an entity that had been divested by Umeco in 2011, for periods that were under audit prior to it its divestiture. We continued to accrue interest through the end of 2013. In the first quarter of 2014, we agreed to a settlement for audit periods through March 31, 2009, which resulted in a benefit of approximately $3.6. The benefit is included in Net gain (loss) on sale of discontinued operations, net of tax in the consolidated statement of income for 2014.
SEGMENT INFORMATION
Revenues from external customers, earnings from operations, and total assets for each of our four reportable segments can be found in Note 18 of Notes to Consolidated Financial Statements.
Aerospace Materials
Our Aerospace Materials segment is a global provider of technologically advanced materials for aerospace markets.
Its primary product lines and products are: 
Product Line
 
Major Products
 
Principal Applications
Advanced composites
 
Aerospace-qualified prepregs, resin infusion systems, ablatives
 
Large commercial airliners, regional and business jets, military aircraft, rotorcraft, engines and launch vehicles
 
 
 
 
 
Structural and film adhesives
 
Structural/surfacing adhesives films
 
Large commercial airliners, regional and business jets, military aircraft, rotorcraft, and engines
 
 
 
 
 
Carbon fibers
 
High performance standard modulus
carbon fibers
 
Reinforcements for secondary structure aerospace and advanced industrial composites
We typically market Aerospace Materials products and services directly to our customers using our dedicated sales and technical support team. Sales are largely dependent on commercial and military aircraft build-rates and the number of aircraft programs that specify us as a qualified supplier. A large majority of global commercial aircraft programs qualified and specify our products for use in primary and secondary structure applications. We have a number of long-term agreements, expiring over

- 4-

Table of Contents

various periods, to supply aircraft manufacturers with various qualified aerospace materials, with the prices generally being fixed by year.
We are a major supplier for military fixed wing programs, such as the F-35 Joint Strike Fighter and F-18 fighter jet programs, where advanced composites generally account for a higher percentage of structural weight. Newer commercial aircraft, such as the Boeing 787 Dreamliner, the Airbus A350, and Bombardier’s CSeries, are included in the programs to which we supply advanced composites and structural adhesives. These aircraft have adopted a higher percentage of advanced composites to deliver greater fuel efficiency. We are also a leading supplier for the business and regional jet market, supporting new programs such as the HondaJet aircraft, and for the emerging aerospace markets in China, UAE and Russia. Another important composites application is aircraft engines, where we are supplying resin systems for the fan blades and containment cases to the new LEAP-1 engines program. These engines are an option for Airbus’s A320neo program, are available on Boeing’s 737MAX and have been selected for the C919 program, COMAC’s new single-aisle commercial jet. We expect the demand for advanced composites, structural adhesives, and carbon fiber reinforcement to increase as new aerospace programs and applications are designed, developed, and introduced.
Advanced Composites, Structural Adhesives, and Carbon Fibers
Advanced composites are exceptionally strong and lightweight materials (prepregs and resin infusion systems) we manufacture from high performance fibers (like carbon fiber) with epoxy, bismaleimide, phenolic, polyimide, and other resins formulated or purchased by us.
Our customers use composites for primary structural aircraft applications such as wing, tail and rudder assemblies, engine fan blades and housings and fuselage components. Composites are also used for secondary structural applications such as fairings, movable surfaces, and aircraft interiors. Standard modulus carbon fibers are used largely for secondary structure composites, while intermediate modulus fibers are used for primary structure composites. Ablatives are used for rocket nozzles and launch components and our carbon/carbon products to make aircraft and other high-performance brakes.
Structural and film adhesives are used for bonding and surfacing both metal and composite aircraft components. We also manufacture specialty adhesive forms for complex composites assemblies, such as honeycomb and sandwich structures and special surfacing films to provide aircraft lightning strike protection. We manufacture and sell various high-performance grades of standard modulus polyacrylonitrile (“PAN”) type and pitch type carbon fibers used as a reinforcement material for aerospace and other extreme-demand and high-performance composites. Carbon fiber has many advantageous characteristics in the manufacture of advanced composites, such as lightweight properties, high strength, long fatigue life and enhanced heat and corrosion resistance. We utilize approximately 88% of our carbon fiber production internally (which represents approximately 42% of our demand for carbon fiber) and sell the balance to third parties. We purchase all of the aramid, glass and intermediate modulus carbon fibers and base resins and a portion of the standard modulus carbon fibers used to manufacture our composites from third parties.
We have mechanically completed the expansion of our standard modulus carbon fiber line in South Carolina and are in the process of qualifying the material with customers. Once fully qualified and commercially operating, the new production line will double our capacity for PAN carbon fiber. We expect the project to cost $324.0 on completion, of which $303.5 has been spent as of December 31, 2014, and expect the project to be completed and qualified for aerospace applications in 2016.
Industrial Materials
Set forth below are our primary product lines and major products in this segment and their principal applications. 
Product Line
 
Major Products
 
Principal Applications
Structural materials
 
Industrial grade prepregs, resin infusion systems, structural/surfacing adhesives
 
High performance composites for motorsports, automotive, defense, rail, tooling, recreation, alternative energy and other markets
 
 
 
 
 
Process materials
 
Process materials/solutions (vacuum bagging, release films and sealant tapes)
 
Process materials for the forming, infusion, and curing of composite structures
In Industrial Materials, we market our products through a direct sales force for the structural materials and process materials product lines. In certain regions globally, both the structural materials and the process materials product lines use agents to market products to our customers. We employ a specialized technical service organization and a customer support team to enable Industrial Materials to create value for our customers.

- 5-

Table of Contents

Structural Materials
Our structural materials product line includes the development, manufacturing, and supply of advanced composite materials for a diverse range of industries such as motorsports, automotive, defense, rail, tooling, recreation, alternative energy, and other markets. We have manufacturing operations in the U.K. and U.S., and distribute our products worldwide. Our customers for this product line include Formula 1 teams, manufacturers of high performance supercars, other automotive original equipment manufacturers (OEMs), Boeing, Airbus, and key players in the other markets we serve.
Process Materials
Our process materials product line includes the development, manufacture, and supply of vacuum bagging and other process materials to the composites industry and other markets, providing a wide range of materials and technical support to a growing number of international customers. We have manufacturing operations in Italy and France, and value-added distribution facilities in the U.K. and U.S. We have a global distribution network, and our customers for this product line include Airbus, Boeing, and manufacturers of wind turbine blades.
In Process Separation
Set forth below are our primary product lines and major products in this segment and their principal applications. 
Product Line
 
Major Products
 
Principal Applications
Mining chemicals
 
Flotation promoters, collectors, frothers, dispersants and depressants, solvent extractants, flocculants, filter and dewatering aids, antiscalants, and defoamers
 
Mineral separation and processing for copper, alumina, cobalt, nickel, phosphate, and other minerals
 
 
 
 
 
Phosphines
 
Catalyst ligands, high purity phosphine gas and biocides
 
Pharmaceutical, chemical and electronic manufacturing, gas fracking, and fumigation
We market our In Process Separation chemicals through specialized sales and technical service staffs for each of our product lines. Sales are usually made directly to large customers and through distributors to smaller customers. For a discussion of raw materials, refer to “Customers and Suppliers.”
Mining Chemicals
Our mining chemicals product line is primarily used in applications to separate desired minerals from host ores. We have a leading position in the base metal processing industry, particularly in the flotation and solvent extraction of copper and associated metals. Our phosphine-based mining chemical products are used primarily in the flotation of complex sulfide ores and the solvent extraction of cobalt/nickel. We also have a leading position in the alumina processing industry, where our HxPAMs are particularly effective at the flocculation of “red mud” and our patented MaxHT® antiscalant is sold for suppressing sodalite scale formation. Demand for mining chemicals varies mostly with industry conditions such as global production and inventory levels with respect to which our products have processing applications. We strive to develop new technologies as well as new formulations tailored for specific applications. Our expectation is that demand for our specialty and new products will continue to grow which may require us to make capital investments in new capacity over the next several years. The previously discussed acquisition of the SOIL assets will increase Cytec’s global capacity for its metal extraction product line by approximately 15% and provide the ability to further expand production at the site. We recently completed upgrades to the acquired SOIL assets’ manufacturing capacity, which will expand our global manufacturing footprint for the In Process Separation business, providing us with a more direct supply chain line to better serve our mining customers in Africa and the Asia Pacific region.
Phosphines
Our phosphine specialties are utilized for a variety of applications. We are a leading supplier of ultra-high purity phosphine gas, used in semiconductor manufacturing and light emitting diode applications, and have significant positions in various phosphine derivative products including phosphonium salts used in pharmaceutical catalysts and biocides. Included in the phosphine product line are organo phosphorus compounds. The compounds are used primarily as intermediates and catalyst ligands for organic and chemical synthesis in the pharmaceutical and chemical industries. Fumigation using our phosphine gas is practiced in an increasing number of applications including grain and timber.
To help meet projected higher demand levels for phosphine products, we recently completed the expansion of our plant in Canada for commercial production at a total project cost of approximately $160.0.

- 6-

Table of Contents

Additive Technologies
Set forth below are our primary product lines and major products in this segment and their principal applications. 
Product Line
 
Major Products
 
Principal Applications
Polymer additives
 
Ultraviolet light stabilizers and absorbers, high performance antioxidants and antistatic agents
 
Plastics, coatings, and fibers for: agricultural films, automotive parts, building and construction, packaging, outdoor furniture, sporting goods, toys and apparel
 
 
 
 
 
Specialty additives
 
Surfactants and PTZ® Phenothiazine (acrylic acid stabilizers)
 
Water-based paints, adhesives, and coatings for textiles and paper, super absorbent polymers, pharmaceuticals and acrylic acid
 
 
 
 
 
Formulated resins
 
Formulated resins
 
Formulated resins for bonding and/or sealing of electrical and electronic components, and filtration
We market our Additive Technologies chemicals through specialized sales and technical service staffs for each of our product lines. Sales are usually made directly to large customers and through distributors to smaller customers. For a discussion of raw materials, refer to “Customers and Suppliers.”
Polymer Additives
We are a global supplier to the plastics industry of specialty additives, which protect plastics from the ultraviolet radiation of sunlight and from oxidation. We seek to enhance our position with new products based on proprietary chemistries combined with our technical support. In certain cases, we use a combination of additives to achieve a level of efficiency not previously achieved in polymer applications.
Specialty Additives
We are a leading global supplier of sulfosuccinate surfactants, Docusate sodium, and PTZ® phenothiazine. Sulfosuccinate surfactants are used in emulsion polymers, paints, paper coatings, printing inks, and other diverse customer applications. Docusate is a pharmaceutical grade product used as both an active ingredient and excipient/formulating aid. PTZ® phenothiazine is primarily used as an acrylic acid, acrylic ester and methacrylate monomer stabilizer.
Formulated Resins
Our formulated resins products include formulated high technology, specialty polyurethane and epoxy resin systems tailored to suit the individual needs of our customers. Common uses for this technology include electronics encapsulation and protection, adhesive applications to bond metal to composite materials, filtration membranes adhesion or sealing and in the tooling industry.
Associated Company
As part of the Umeco transaction, we acquired a 51% interest in Shanghai Umeco Composites Co. Ltd, which made products used in our process materials product line of our Industrial Materials segment. In July 2013, in agreement with our joint venture partner, we decided to exit and shutdown the joint venture in China. The decision resulted in an after-tax charge of approximately $3.2 in 2013, which is included in Other (expense) income, net on the consolidated statements of income in 2013. Since the entity did not satisfy the characteristics of a variable interest entity, and the minority interest holder had rights that allowed them to participate in certain significant decisions expected to be made in the ordinary course of business, we accounted for this joint venture using the equity method of accounting. Our portion of the joint venture’s results of operations is included in Other (expense) income, net in our consolidated statements of income prior to its liquidation, which occurred in the first quarter of 2014.
Competition
We actively compete with companies producing the same or similar products and, in some instances, with companies producing different products designed for the same uses. We encounter competition in price, delivery, service, performance, product innovation, product recognition and quality, depending on the product involved. For some of our products, our competitors are larger, have greater financial resources, or are more vertically integrated. As a result, these competitors may be able to offer better supply security to end customers and better able to withstand a change in conditions within the industries in which we operate, changes in the prices of raw materials without increasing their prices, or a change in the economy as a whole. To compete effectively over the long term, we believe we may need to secure alternate access to cost competitive intermediate

- 7-

Table of Contents

modulus carbon fibers for primary structure aerospace applications and large tow carbon fibers for automotive and industrial applications.
Our competitors can be expected to continue to develop and introduce new and enhanced products, which could cause a decline in market acceptance of our products. Current and future consolidation among our competitors and customers may also cause a loss of market share as well as put downward pressure on pricing. Our competitors could cause a reduction in the prices for some of our products as a result of intensified price competition. Competitive pressures can also result in the loss of major customers.
In general, we compete by maintaining a broad range of products, focusing our resources on products in which we have a competitive advantage and fostering our reputation for quality products, competitive prices and excellent technical service and customer support. To help increase sales and margins, we are seeking to leverage our leading market positions and our research and development efforts to develop value-added products and products based on proprietary technologies. If we cannot compete successfully, our businesses, financial condition, results of operations, and cash flows could be adversely affected.
Customers and Suppliers
Approximately 21%, 20%, and 19% of our 2014, 2013 and 2012 net sales, respectively, were to Boeing and its subcontractors, of which 20%, 20%, and 18% related to our Aerospace Materials segment, and 1%, 0%, and 1% related to our Industrial Materials segment. A summary of various long-term customer supply agreements is disclosed under “Commitments” in Note 12 of Notes to Consolidated Financial Statements.
A number of our customers operate in cyclical industries such as the automotive and construction industries, and in the somewhat less cyclical aerospace and mining industries. This in turn, causes demand for our products to also be cyclical.
Key raw materials for the Aerospace Materials and Industrial Materials segments are carbon fiber and various resins. Key raw materials for the In Process Separation and Additive Technologies segments are propylene derivatives such as acrylic acid, oxo-alcohols, nonylphenol, maleic anhydride, and natural gas for energy. These are typically available although we have experienced tight markets for certain raw materials from time to time.
Oil and natural gas are important indirect raw materials for many of our products. The prices of both of these commodities have been volatile over time. Sudden price swings can adversely affect our ability to recover increased costs from our customers or demand for our products. Prices for these commodities may vary widely between geographic regions and, as a result of this, many of our products could compete with similar products made with less expensive raw materials available elsewhere and we may not be able to recover any or all of these increased costs.
To minimize reliance on any one supplier, we generally attempt to retain multiple sources for high-volume raw materials. We are dependent on a limited number of suppliers for carbon fibers that are used in many of our advanced composite products. As we manufacture some of our own standard modulus carbon fibers, the risk of future carbon fiber supply limitations is somewhat reduced. Because of the time and expense to qualify materials for aerospace applications, a supply shortage in a low volume raw material also could cause production disruptions. Accordingly, there are risks of supply disruptions.
Changes to raw material costs year on year are an important factor in profitability. Raw material prices can increase or decrease based on supply and demand and other market forces. We have, from time to time, experienced difficulty procuring several key raw materials, such as but not limited to, carbon fiber and certain base resins due to general market conditions or conditions unique to a significant supplier. We may experience supply disruptions of these and other materials in the future. Such conditions, if protracted, could result in our inability to manufacture our products, resulting in lower than anticipated revenues. If we are unable to raise our selling prices to recover the increased costs of raw materials driven by higher energy costs or other factors, our profit margins will be adversely affected. In other cases, we may have to reduce the selling prices of our products due to competitive pressures and may not be able to retain the additional profitability from the reduced raw material costs.
International
We operate on a global basis, with manufacturing and research facilities located in 11 countries. Through our sales forces, third-party distributors and agents, we market our products internationally. Geographical information is contained in Note 18 of Notes to Consolidated Financial Statements.
International operations are subject to various risks, which may or may not be present in U.S. operations. These risks include political instability, the possibility of expropriation, restrictions on royalties, dividends and remittances, exchange rate fluctuations, requirements for governmental approvals for new ventures and local participation in operations such as local equity ownership and workers’ councils. Since we conduct business through subsidiaries in many different countries,

- 8-

Table of Contents

fluctuations in exchange rates could have a major impact on our reported revenues, which are reported in U.S. dollars. In 2014, approximately 55% of our consolidated net sales occurred outside of the U.S., a significant portion of which are denominated in foreign currencies. However, we have material operations outside the U.S., which tend to offset some of the impact on earnings. Accordingly, changes in exchange rates could cause favorable or unfavorable fluctuations in our reported results of operations. Cross border transactions, both with external parties and intercompany relationships result in increased exposure to exchange effects. Such fluctuations between the various currencies in which we do business have caused and will continue to cause currency transaction gains and losses, which may be material. While we may periodically enter into currency forward contracts to hedge currency fluctuations of transactions denominated in currencies other than the functional currency of the respective entity, it is not always cost effective to hedge all foreign currency exposures in a manner that would completely eliminate the effects of changes in exchange rates on our results of operations or cash flows. Further, our international sales are translated into U.S. dollars for reporting purposes. The strengthening or weakening of the U.S. dollar could result in favorable or unfavorable translation effects as the results of our foreign operations are translated into U.S. dollars. Foreign currency translation favorably impacted our sales by approximately $0.8 and favorably impacted our income from operations for the year ended December 31, 2014 by approximately $1.8, respectively, as compared to fiscal 2013. While we do not currently believe that we are likely to suffer a material adverse effect on our results of operations in connection with our existing international operations, any of these events could have an adverse effect on our international operations in the future by reducing the demand for our products, affecting the prices at which we can sell our products or otherwise having an adverse effect on our operating performance. See Note 18 of Notes to Consolidated Financial Statements for further discussion on geographical information.
Research and Process Development
During 2014, 2013 and 2012, we invested $56.8, $49.0, and $54.0, respectively, into research and process development.
Trademarks and Patents
We have approximately 1,100 granted patents and 1,200 pending applications in various countries around the world. We also have trademark applications and registrations for approximately 140 product names. We do not believe that the loss of patent or trademark protection on any one product or process would have a material adverse effect on our company. While the existence of a patent is presumptive evidence of its validity, we cannot assure that any of our patents will not be challenged, nor can we predict the outcome of any challenge.
Employees
We employ approximately 4,600 employees of whom about 37% are represented by unions. We believe that our relations with employees and unions are generally good.
Operating Risks
Our revenues are largely dependent on the continued operation of our various facilities. There are many risks involved in operating our facilities, including the breakdown, failure or substandard performance of equipment, operating errors, natural disasters, the need to comply with directives of, and maintain all necessary permits from, government agencies, and potential terrorist attack. Our operations can be adversely affected by raw material shortages, labor force shortages or work stoppages and events impeding or increasing the cost of transporting our raw materials and finished products. The occurrence of material operational problems, including but not limited to the above events, may have a material adverse effect on the productivity and profitability of a particular manufacturing facility. With respect to certain facilities, such events could have a material effect on our company as a whole.
Our operations are also subject to various hazardous incidents related to the production of industrial chemicals and aerospace materials. These include the use, handling, processing, testing, storage, and transportation of certain hazardous materials. Under certain circumstances, these hazards could cause personal injury and loss of life, severe damage to and destruction of property and equipment, environmental damage, off-site impacts, and suspension of operations. Claims arising from any future catastrophic occurrence at one of our locations may result in Cytec being named as a defendant in lawsuits asserting potentially large claims.
We typically seek to utilize third-party insurance. This insurance covers portions of certain of these risks to the extent that coverage is available and can be obtained on terms we believe are economically justified.

- 9-

Table of Contents

Environmental Matters and REACH
We are subject to various laws and regulations which impose stringent requirements for the control and abatement of pollutants and contaminants and the manufacture, transportation, storage, handling and disposal of hazardous substances, hazardous wastes, pollutants and contaminants.
In particular, under various laws in the U.S. and certain other countries in which we operate, a current or previous owner or operator of a facility may be liable for the removal or remediation of hazardous materials at the existing or former facility and nearby areas. Such laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous materials. In addition, under various laws governing the generation, transportation, treatment, storage or disposal of solid and hazardous wastes, owners and operators of facilities may be liable for removal or remediation, or other corrective action at areas where hazardous materials have been released. The costs of removal, remediation, or corrective action may be substantial. The presence of hazardous materials in the environment at any of our facilities, or the failure to abate such materials promptly or properly, may adversely affect our ability to operate such facilities. Certain of these laws also impose liability for investigative, removal and remedial costs on persons who dispose of or arrange for the disposal of hazardous substances at facilities owned or operated by third parties. Liability for such costs is retroactive, strict, and joint and several.
We are required to comply with laws that govern the emission of pollutants to the ground, waters and the atmosphere and with laws that govern the generation, transportation, treatment, storage, and disposal of solid and hazardous wastes. We are also subject to laws that regulate the manufacture, processing, and distribution of chemical substances and mixtures, as well as the transportation and disposition of certain hazardous and non-hazardous substances. In addition, certain laws govern the abatement, removal, and disposal of asbestos-containing materials and heavy metal-containing substances, the maintenance and related containment of aboveground storage tanks, the integrity of underground storage tanks, as well as equipment, which contains or is contaminated by polychlorinated biphenyls. The costs of compliance with such laws and related regulations may be substantial, and regulatory standards tend to evolve towards more stringent requirements. These requirements might, from time to time, make it uneconomic or impossible to continue operating a facility. Non-compliance with such requirements at any of our facilities could result in substantial civil penalties or our inability to operate all or part of the facility, or our ability to produce and subsequently sell certain products.
Global warming could have an adverse impact on our operations, particularly in hurricane prone or low-lying areas near the ocean. At this time, we are not able to speculate as to the potential timing or impact from global warming, however we believe we currently have adequate insurance coverage related to natural disasters at our sites. There are several initiatives in the United States and other countries to regulate certain industries and actions to reduce the impact of global warming. Some of these initiatives, if made effective, could have a direct adverse impact on our operations or an indirect adverse impact by affecting our suppliers or customers. The U.S. Environmental Protection Agency (“EPA”) regulates the registry of greenhouse gas emissions for certain facilities. Currently, we have one site that is required to report such emissions under the EPA climate registry rule. We do not expect this regulation to have a significant impact from a cost or operations perspective, as we already have systems in place to measure and report our emissions. We continue to monitor proposed legislation and regulation and its impact.
Further discussion of environmental matters is in Note 12 of Notes to Consolidated Financial Statements.
The Registration, Evaluation and Authorization of Chemicals (“REACH”) legislation in the European Union requires manufacturers and importers of certain chemicals to register such chemicals and evaluate their potential impact on human health and the environment. Under REACH, where warranted by a risk assessment, specified uses of some hazardous substances may be restricted. All Tier I covered substances were registered as of the November 30, 2010 deadline and all Tier II substances were registered by May 2013. Subsequently, registration is required based on volume for covered substances manufactured or imported into the European Union in quantities greater than one metric ton per year. REACH is expected to take effect in three primary stages over eleven years following the effective date. The registration, evaluation, and authorization phases would require expenditures and resource commitments, for example, in order to compile and file comprehensive reports, including testing data, on each chemical substance and perform chemical safety assessments. We did not incur significant costs for REACH compliance in 2014, 2013 and 2012 and we do not expect to incur significant costs in 2015. The overall cost of compliance until the May 2018 final deadline for phase-in substances could be substantial, although at this time we do not expect costs to be substantial. In addition, it is possible that REACH may affect raw material supply, customer demand for certain products, and our decision to continue to manufacture and sell certain products in the European Union.

- 10-

Table of Contents

Item 1A.
RISK FACTORS
The risk factors described below should be considered together with information included elsewhere in this Annual Report, including, but not limited to, the discussion under “Comments on Forward-Looking Statements” in the section preceding Part I, and discussions of the business included in Part I, Item 1, “Business,” and Part II, Item 7, “Management’s Discussion and Analysis.”
Our successful and timely completion of major capital projects involves a number of risks.
We have limited capacity available for future growth in several important product lines. We have ongoing capital projects to complete and/or qualify in an effort to expand capacity for future growth. A protracted late start or failure to successfully startup any of these expansion projects whether due to construction delays, permitting issues or otherwise, could lead to reduced revenue and growth opportunities, potential contractual penalties for failures to meet customer requirements and/or potential loss of market share. In addition, any unanticipated problems, expenses or additional capital required to complete any of these projects or reduction in demand for products produced at these sites could lead to reduced profitability or returns to the applicable business segment and overall company.
Uses of Cash
We have generated a significant amount of cash in recent years. Our uses of cash are as follows: investment in the typical maintenance of business capital spending projects; expansion/cost reduction capital in our growth product lines and fast payback/margin improvement capital in our cash product lines; bolt-on acquisitions for our growth product lines; return of excess cash to shareholders through share repurchases and dividends; and debt repurchases, if available at a reasonable price. The use of cash for capacity expansions or bolt-on acquisitions requires the use of significant estimates by management on future revenues and costs. If the actual results for revenues are materially less or costs are materially higher than the estimates made by management, it would reduce the returns on the use of the cash employed and future cash generation.
Restructuring charges, goodwill impairment, acquisition intangible impairment, or other asset impairment charges may affect our results of operations in the future.
Management regularly reviews the cost effectiveness of its plant sites and/or assets at such sites. Long-lived assets with determinable useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We may find it necessary to record disposition, restructuring, or asset impairment charges in connection with such reviews. For example, we recorded restructuring charges of approximately $1.0 in 2014, $6.9 in 2013, and $21.2 in 2012, principally related to employee severance and asset impairments. See Note 4 of Notes to Consolidated Financial Statements for further details. Such charges could have a material adverse effect on our results of operations in the period in which they are recorded.
We test goodwill for impairment on an annual basis each October 1st and more often if events occur or circumstances change that would likely reduce the fair value of a reporting unit to an amount below its carrying value. We also test for other possible acquisition intangible impairments if events occur or circumstances change that would indicate that the carrying amount of such intangible asset may not be recoverable. Any resulting impairment loss would be a non-cash charge and may have a material adverse impact on our results of operations in any future period in which we record a charge. In total, we had goodwill of $508.8 and acquisition intangibles with a net carrying value of $141.6 at December 31, 2014. See “Significant Accounting Estimates / Critical Accounting Policies” under Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” for further discussion on our goodwill impairment testing.
Loss of certain significant customers, such as Boeing and its subcontractors, or reductions of sales from certain programs from customers, such as the Boeing 787 program or Lockheed Martin Joint Strike Fighter, may have an adverse effect on results of the affected segment and loss of several significant customers may have an adverse effect on our consolidated results.
Approximately 21%, 20%, and 19% of our 2014, 2013 and 2012 net sales, respectively, were to Boeing and its subcontractors, of which 20%, 20%, and 18% related to our Aerospace Materials segment, and 1%, 0%, and 1% related to our Industrial Materials segment. The loss of Boeing as a customer, or a reduction in volumes sold to them, whether it is caused by a work stoppage or other disruption, could adversely affect our results of operations until such business is replaced or the disruption ends. In addition, where we are the sole supplier for a significant customer or market, disruptions, or delays in our ability to supply may result in the customer seeking or qualifying alternative suppliers. A

- 11-

Table of Contents

summary of various long-term customer supply agreements is disclosed under “Commitments” in Note 12 of Notes to Consolidated Financial Statements.
Some of the markets in which we operate have experienced business cycles and downturns and deterioration in any such cyclical markets could adversely affect our revenue and financial condition.
Reductions in aerospace or defense spending could result in a decline in our net sales, which could adversely affect our revenue and financial condition. A number of our customers operate in cyclical industries such as the automotive, construction, and mining industries. This in turn, causes demand for our products in these markets to also be cyclical.
Interruptions in our supply chain from key suppliers or increases in the cost of raw materials could negatively affect our profitability.
Key raw materials for the Aerospace Materials and Industrial Materials segments are carbon fiber and various resins. Key raw materials for the In Process Separation and Additive Technologies segments are propylene derivatives such as acrylic acid, oxo-alcohols, nonylphenol, maleic anhydride and natural gas for energy. These are typically available although we have experienced tight markets for certain raw materials from time to time. Because of the time and expense to qualify materials for aerospace applications, a supply shortage in a low volume raw material also could cause production disruptions. Accordingly, there are risks of supply disruptions.
Oil and natural gas are important indirect raw materials for many of our products. The prices of both of these commodities have been volatile over time. Sudden price swings can adversely affect our ability to recover increased costs from our customers or demand for our products. Prices for these commodities may vary widely between geographic regions and, as a result of this, many of our products could compete with similar products made with less expensive raw materials available elsewhere and we may not be able to recover any or all of these increased costs.
We are dependent on a limited number of suppliers for carbon fibers that are used in many of our advanced composite products. As we manufacture some of our own standard modulus carbon fibers, the risk of future carbon fiber supply limitations is somewhat reduced.
Changes to raw material costs year on year are an important factor in profitability. Raw material prices can increase or decrease based on supply and demand and other market forces. We have, from time to time, experienced difficulty procuring several key raw materials, such as but not limited to, carbon fiber and certain base resins due to general market conditions or conditions unique to a significant supplier. We may experience supply disruptions of these and other materials in the future. Such conditions, if protracted, could result in our inability to manufacture our products, resulting in lower than anticipated revenues. If we are unable to raise our selling prices to recover the increased costs of raw materials driven by higher energy costs or other factors, our profit margins will be adversely affected. In other cases, we may have to reduce the selling prices of our products due to competitive pressures and may not be able to retain the additional profitability from the reduced raw material costs.
We face active competition from other companies, which could adversely affect our revenue and financial condition.
We actively compete with companies producing the same or similar products and, in some instances, with companies producing different products designed for the same uses. We encounter competition in price, delivery, service, performance, product innovation, product recognition and quality, depending on the product involved. For some of our products, our competitors are larger, have greater financial resources, or are more vertically integrated. As a result, these competitors may be able to offer better supply security to end customers and better able to withstand a change in conditions within the industries in which we operate, changes in the prices of raw materials without increasing their prices, or a change in the economy as a whole. To compete effectively over the long term, we believe we may need to secure alternate access to cost competitive intermediate modulus carbon fibers for primary structure aerospace applications and large tow carbon fibers for automotive and industrial applications.
Our competitors can be expected to continue to develop and introduce new and enhanced products, which could cause a decline in market acceptance of our products. Current and future consolidation among our competitors and customers may also cause a loss of market share as well as put downward pressure on pricing. Our competitors could cause a reduction in the prices for some of our products as a result of intensified price competition. Competitive pressures can also result in the loss of major customers.
We face numerous risks relating to our international operations that may adversely affect our results of operations.
We operate on a global basis, with manufacturing and research facilities located in 11 countries. Through our sales forces, third-party distributors and agents, we market our products internationally.

- 12-

Table of Contents

International operations are subject to various risks which may or may not be present in U.S. operations. These risks include political instability, the possibility of expropriation, restrictions on royalties, dividends and remittances, exchange rate fluctuations, requirements for governmental approvals for new ventures and local participation in operations such as local equity ownership and workers’ councils. Since we conduct business through subsidiaries in many different countries, fluctuations in exchange rates could have a major impact on our reported revenues, which are reported in U.S. dollars. In 2014, approximately 55% of our consolidated net sales occurred outside of the U.S., a significant portion of which are denominated in foreign currencies. However, we have material operations outside the U.S., which tend to offset some of the impact on earnings. Accordingly, changes in exchange rates could cause favorable or unfavorable fluctuations in our reported results of operations. Cross border transactions, both with external parties and intercompany relationships result in increased exposure to exchange effects. Such fluctuations between the various currencies in which we do business have caused and will continue to cause currency transaction gains and losses, which may be material. While we may periodically enter into currency forward contracts to hedge currency fluctuations of transactions denominated in currencies other than the functional currency of the respective entity, it is not always cost effective to hedge all foreign currency exposures in a manner that would completely eliminate the effects of changes in exchange rates on our results of operations or cash flows. The strengthening or weakening of the U.S. dollar could result in favorable or unfavorable translation effects as the results of our foreign operations are translated into U.S. dollars. While we do not currently believe that we are likely to suffer a material adverse effect on our results of operations in connection with our existing international operations, any of these events could have an adverse effect on our international operations in the future by reducing the demand for our products, affecting the prices at which we can sell our products or otherwise having an adverse effect on our operating performance. See Note 18 of Notes to Consolidated Financial Statements for further discussion on geographical information.
Political and economic instability and risk of government actions affecting our business and our customers or suppliers may adversely impact our business, results of operations and cash flows.
We are exposed to risks inherent in doing business in each of the countries or regions in which we or our customers or suppliers operate including: civil unrest, acts of terrorism, sabotage, epidemics, force majeure, war or other armed conflict and related government actions including: sanctions/embargoes, the deprivation of contract rights, the inability to obtain or retain licenses required by us to operate our plants or import or export our goods or raw materials; the expropriation or nationalization of our assets, and restrictions on travel, payments or the movement of funds. In particular, if additional restrictions on trade with Russia were adopted by the European Union or the United States, and were applicable to our products, we could lose sales and experience lower growth rates in the future.
Our facilities are subject to operating risks that may adversely affect our operations.
Our revenues are largely dependent on the continued operation of our various facilities. There are many risks involved in operating our facilities, including the breakdown, failure or substandard performance of equipment, operating errors, natural disasters, the need to comply with directives of, and maintain all necessary permits from, government agencies, and potential terrorist attack. Our operations can be adversely affected by raw material shortages, labor force shortages or work stoppages and events impeding or increasing the cost of transporting our raw materials and finished products. The occurrence of material operational problems, including but not limited to the above events, may have a material adverse effect on the productivity and profitability of a particular manufacturing facility. With respect to certain facilities, such events could have a material effect on our company as a whole.
Our operations are also subject to various hazards incident to the production of industrial chemicals. These include the use, handling, processing, storage, and transportation of certain hazardous materials. Under certain circumstances, these hazards could cause personal injury and loss of life, severe damage to and destruction of property and equipment, environmental damage and suspension of operations. Claims arising from any future catastrophic occurrence at one of our locations may result in Cytec being named as a defendant in lawsuits asserting potentially large claims.
We are subject to significant environmental and product regulatory expenses and risks.
We are subject to various laws and regulations which impose stringent requirements for the control and abatement of pollutants and contaminants and the manufacture, transportation, storage, handling and disposal of hazardous substances, hazardous wastes, pollutants and contaminants.
In particular, under various laws in the U.S. and certain other countries in which we operate, a current or previous owner or operator of a facility may be liable for the removal or remediation of hazardous materials at the facility and nearby areas. Such laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous materials. In addition, under various laws governing the generation, transportation, treatment, storage or disposal of solid and hazardous wastes, owners and operators of facilities may be

- 13-

Table of Contents

liable for removal or remediation, or other corrective action at areas where hazardous materials have been released. The costs of removal, remediation, or corrective action may be substantial. The presence of hazardous materials in the environment at any of our facilities, or the failure to abate such materials promptly or properly, may adversely affect our ability to operate such facilities. Certain of these laws also impose liability for investigative, removal and remedial costs on persons who dispose of or arrange for the disposal of hazardous substances at facilities owned or operated by third parties. Liability for such costs is retroactive, strict, and joint and several.
We are required to comply with laws that govern the emission of pollutants into the ground, waters and the atmosphere and with laws that govern the generation, transportation, treatment, storage, and disposal of solid and hazardous wastes. We are also subject to laws that regulate the manufacture, processing, and distribution of chemical substances and mixtures, as well as the transportation and disposition of certain hazardous and non-hazardous substances. In addition, certain laws govern the abatement, removal, and disposal of asbestos-containing materials and heavy metal-containing substances, the maintenance and related containment of aboveground storage tanks, the integrity of underground storage tanks, as well as equipment, which contains or is contaminated by polychlorinated biphenyls. The costs of compliance with such laws and related regulations may be substantial, and regulatory standards tend to evolve towards more stringent requirements. These requirements might, from time to time, make it uneconomic or impossible to continue operating a facility. Non-compliance with such requirements at any of our facilities could result in substantial civil penalties or our inability to operate all or part of the facility, or our ability to produce and subsequently sell certain products.
Global warming could have an adverse impact on our operations, particularly in hurricane prone or low-lying areas near the ocean. Initiatives in the United States and other countries to regulate certain industries and actions to reduce the impact of global warming, if made effective, could have a direct adverse impact on our operations or an indirect adverse impact by affecting our suppliers or customers.
Further discussion of environmental matters is in Note 12 of Notes to Consolidated Financial Statements.
We are subject to significant litigation expense and risk.
We are the subject of numerous lawsuits and claims incidental to the conduct of our or certain of our predecessors’ businesses, including lawsuits and claims relating to product liability and personal injury, including asbestos, environmental, contractual, employment and intellectual property matters. While it is not feasible to predict the outcome of all pending environmental matters, lawsuits and claims, it is reasonably possible that there will be a necessity for future provisions for costs for environmental matters and for other contingent liabilities that we believe will not have a material adverse effect on our consolidated financial position, but could be material to our consolidated results of operations or cash flows in any one accounting period. See “Item 3. LEGAL PROCEEDINGS” for further details.
Our past and future acquisitions, joint ventures, alliances, and divestitures may not achieve the anticipated synergies and benefits, which may have a material adverse effect on our business, financial position, and results of operations and could cause the market price of our common stock to decline.
We have acquired and divested businesses and product lines and entered into joint ventures and alliances in the past and plan to pursue such activities in the future. Our growth may be limited by our ability to identify appropriate acquisition, joint venture and alliance targets and our available cash and borrowing capacity to pursue such activities. The costs incurred in completing acquisitions and participating in joint ventures and alliances as well as the time it takes to integrate acquisitions could result in unanticipated expenses and losses.
If we are unable to successfully integrate an acquisition into our business in an efficient and effective manner, or at all, we could fail to realize all of the anticipated benefits of the acquisition, such as increased revenue, cost savings, synergies and growth opportunities, within the anticipated time frame or at all. The integration process could disrupt our business and an unsuccessful integration could have a material adverse effect on our business, financial position, and results of operations. In addition, the integration could result in unanticipated problems, expenses, liabilities, competitive responses and diversion of management’s attention and may cause the market price of our common stock to decline.
Due to the nature of joint venture and alliances, we may share control with unaffiliated parties or entities. The joint venture or alliance may not operate or perform as anticipated if the unaffiliated parties do not fulfill their obligations or if the parties to the joint venture or alliance do not agree on key decisions or plans which could have a material adverse effect on our business, financial results and results of operations.
If we fail to successfully complete divestitures of businesses or product lines and realize the intended benefits of such divestitures, such failures could have a material adverse effect on our financial results and results of operations.

- 14-

Table of Contents

The final price and net gain or loss on the sale of the Coatings business and the acquisition of our metal extraction product (“MEP”) manufacturing facility in Nagpur, India are subject to final working capital and other customary adjustments. While we believe we have adequately accounted for all aspects of the sale of these businesses, there is a possibility that certain expenses or adjustments to working capital, environmental, tax or other matters may arise which could have a material effect on our results of operations, financial position, and cash flows.
Risks related to implementation of our new global enterprise resource planning system.
We are engaged in a multi-year implementation of a new global enterprise resource planning system (“ERP”). The ERP is designed to improve the efficiency of our supply chain and financial transaction processes, accurately maintain our books and records, and provide information important to the operation of the business to our management team. The company’s ERP will continue to require significant investment of human and financial resources. In implementing the ERP, we may experience significant delays, increased costs and other difficulties. Any significant disruption or deficiency in the design and implementation of the ERP could adversely affect our ability to process orders, ship product, send invoices and track payments, fulfill contractual obligations or otherwise operate our business. We also face the challenge of supporting our older systems and implementing necessary upgrades while we implement the new ERP system. While we have invested significant resources in planning and project management, significant implementation issues may arise.
We are subject to cyber-security risks.
We are subject to cyber-security risks primarily related to breaches of security pertaining to unauthorized access and loss of our proprietary data and intellectual property due to attack by hackers, breaches, employee error, or malfeasance. In addition, our information technology (“IT”) systems are vulnerable to damage from power outages, computer viruses, telecommunication or utility failures, systems failures, natural disasters, and other similar disruptions. Any system failure, accident or security breach could result in disruptions to our operations. A material network breach in the security of our IT systems could include the theft or loss of our, or our customers’, intellectual property or other confidential information. To the extent that any disruptions or security breach results in a loss or damage to our data, or in inappropriate disclosure of confidential information or intellectual property, it could lead to claims against us, affect our relationships with our customers, cause damage to our reputation, reduce the effectiveness and efficiency of operations, interfere with regulatory compliance, and ultimately harm our business. To protect against these risks, we follow industry standard practices for employing security solutions to minimize the potential of unauthorized access or malicious activity impacting our company’s systems and data. We also engage third party consultants from time to time to assess our security systems to ensure our security solutions are operating effectively. While we will continue to implement such protective measures to reduce the risk of and detect future cyber incidents, cyber-attacks are becoming more sophisticated and frequent, and the techniques used in such attacks change rapidly. There can be no assurances that our protective measures will prevent future attacks that could have a significant impact on our business.
Legislation and regulations may affect our business and results of operations.
Increased legislative and regulatory activity and burdens, and a more stringent manner in which they are applied (particularly in the United States), could significantly impact our business and the economy as a whole. For example, the Affordable Care Act (the “ACA”), which was adopted in 2010 and is being phased in over several years, significantly affects the provision of both health care services and benefits in the United States; the ACA may impact our cost of providing our employees and retirees with health insurance and/or benefits, and may also impact various other aspects of our business. We provide benefits to our employees which are competitive within the industries in which we operate. The ACA did not have a material impact on our fiscal 2014, 2013 or 2012 financial results; however, we are continuing to assess the impact of the ACA on our health care benefit costs. The regulatory environment is still developing, and the potential exists for future legislation and regulations to be adopted. These developments, as well as the increasingly strict regulatory environment, may also adversely affect the customers to which, and the markets into which, we sell our products, and increase our costs and otherwise negatively affect our business, financial condition or results of operations, including in ways that cannot yet be foreseen.
We have contracts, activities and operations domestically and internationally which are subject to United States and foreign laws and regulations, including the Foreign Corrupt Practices Act, the U.K. Anti-Bribery Act (and similar foreign anti-corruption and anti-bribery laws), False Claims Act, regulations relating to import and export control (including the International Traffic in Arms Regulation promulgated under the Arms Export Control Act), technology transfer restrictions and the anti-boycott provisions of the United States Export Administration Act. Although we have implemented policies and procedures and provided training that we believe are sufficient to address these risks, we cannot be certain that we will always be in compliance with these laws and regulations. Any determination that we or our sales representatives or consultants failed to comply with these laws and regulations could result in administrative, civil, or criminal liabilities and

- 15-

Table of Contents

fines and, in extreme cases, result in suspension or debarment from government contracts or suspension of our export privileges, which could have a material adverse effect on our business.
A downturn in global economic conditions may adversely impact our customers, our suppliers, and ultimately, our results of operations and cash flows, our credit ratings, and our ability to grow.
A lack of credit availability from the credit markets could adversely impact our customers’ demand for our products, their ability to pay their accounts receivable with us, and/or their viability. We attempt to mitigate the risks associated with extending credit to our customers by maintaining detailed credit procedures and routinely updating customer credit limits. It is possible that these procedures will not fully mitigate customer collectability risk. Our results of operations in 2014 and 2013 were not significantly impacted by the inability of our customers to pay. However, the risks associated with extending credit to our customers could increase if global economic conditions or the financial viability of our customers worsen.
Additionally, our suppliers could be impacted by a downturn in global economic conditions in many of the same ways that such conditions would impact us. If economic conditions deteriorate or the financial viability of our suppliers worsens, our suppliers may not be able to meet their raw material commitments to us, could request shortened payment terms, or could reduce or in extreme cases eliminate the amount of credit they extend to us. Our operations in 2014 and 2013 were not significantly impacted by these factors due to the diversity of our supplier base and our materials sourcing strategies. However, it is possible that such procedures and strategy may not completely eliminate these risks.
As we have experienced in the past, downturns in the global economy can impact the aerospace, mining, construction, automotive, and general industrial markets that we serve and could lead to a significant reduction in our sales and operating profitability. If economic conditions deteriorate, we may be forced to take additional cost reduction initiatives that could lead to further reductions in profitability and could jeopardize our ability to fund growth programs designed to position us for success when economic conditions improve. Further, the reduced profitability and cash generation that would be triggered by a weakening of economic conditions could (1) limit the amounts we can borrow under our primary credit facility due to the covenants contained in the agreement, and (2) could unfavorably impact our credit rating. In both instances, our ability to borrow could be limited and thus our liquidity adversely impacted.
Changes to certain assumptions for our pension and postretirement plans could adversely affect our operating results and liquidity.
Earnings may be positively or negatively impacted by the amount of expense or income recorded for employee benefit plans, primarily pension plans and other postretirement plans. Pensions and other postretirement benefits incorporate significant assumptions including the rate used to discount the future estimated liability, the long-term rate of return on plan assets, and several assumptions relating to the employee workforce (salary increases, medical costs, retirement age and mortality). Our pension expense and funding requirements may also be affected by our actual return on plan assets, and by legislation and other government regulatory actions. Changes in assumptions, laws, or regulations could lead to variability in operating results and could have an adverse impact on liquidity.
Risks related to new product development.
Our ability to compete successfully and grow our business depends in part on our ability to continue to identify, develop, and commercialize new and innovative specialty chemicals and materials and new applications for such technology for our current and new markets and obtain and protect our intellectual property rights in such developments. Failure or delays in such the foregoing could have a material adverse effect on our business.
Item 1B.
UNRESOLVED STAFF COMMENTS
None.
Item 2.
PROPERTIES
We operate manufacturing and research facilities in 11 countries. Capital spending for our continuing operations for the years ended December 31, 2014, 2013 and 2012 was $220.8, $304.9, and $145.3, respectively. Capital spending in 2014 and 2013 is primarily attributable to continued investment for the strategic expansion of our growth businesses within the Aerospace Materials and In Process Separation segments, including the carbon fiber expansion project and expansion of our phosphine plant in Canada for our In Process Separation segment.

- 16-

Table of Contents

Our capital expenditures are intended to provide increased capacity, improve the efficiency of production units, improve the quality of our products, modernize or replace older facilities, or install equipment for the protection of employees, neighboring communities, and the environment.
Our manufacturing and research facilities and the segments served by each such facility for our continuing operations are as follows: 
FACILITY
 
SEGMENTS SERVED
Anaheim, California
 
Aerospace Materials
Antofagasta, Chile
 
In Process Separation
Atequiza, Mexico
 
In Process Separation
Belmont (Willow Island), West Virginia
 
Additive Technologies; In Process Separation
D’Aircraft (Anaheim), California
 
Aerospace Materials; Industrial Materials
Greenville, South Carolina
 
Aerospace Materials; Industrial Materials
Greenville, Texas
 
Aerospace Materials
Havre de Grace, Maryland
 
Aerospace Materials; Industrial Materials
Heanor, U.K. (2)
 
Industrial Materials; Aerospace Materials
Kalamazoo, Michigan
 
Aerospace Materials
Manchester, U.K.
 
Industrial Materials; Aerospace Materials
Mondovi, Italy
 
Industrial Materials
Mount Pleasant, Tennessee
 
In Process Separation; Additive Technologies
Nagpur, India
 
In Process Separation
Niagara Falls, Canada
 
In Process Separation
Oestringen, Germany
 
Aerospace Materials
Olean, New York
 
Additive Technologies
Orange, California
 
Aerospace Materials
Rayong, Thailand
 
In Process Separation
Rock Hill, South Carolina
 
Aerospace Materials; Industrial Materials
Saint-Jean, France (2)
 
Industrial Materials
Santa Fe Springs, California (1)
 
Industrial Materials
Shanghai, China (2)
 
Aerospace Materials; Additive Technologies
Stamford, Connecticut (1)
 
In Process Separation; Additive Technologies
Sumner, Washington (1)
 
Industrial Materials
Tulsa, Oklahoma
 
Aerospace Materials; Industrial Materials
West Yorkshire, U.K. (2)
 
Industrial Materials
Winona, Minnesota
 
Aerospace Materials; Industrial Materials
Wrexham, U. K.
 
Aerospace Materials
(1)
These facilities have long-term leases and/or operating agreements.
(2)
These facilities consist of both buildings that are owned and buildings that are leased.
We own all of the foregoing facilities and their sites, except as noted. We lease our corporate headquarters in Woodland Park, New Jersey, office space in Brussels, Belgium, our Aerospace Materials headquarters located in Tempe, Arizona, and our shared services offices in Riga, Latvia.
Item 3.
LEGAL PROCEEDINGS
Information regarding legal proceedings is included in Note 12 of Notes to Consolidated Financial Statements.

- 17-

Table of Contents

Item 4.
MINE SAFETY DISCLOSURES
Not applicable.

- 18-

Table of Contents

PART II
(Currencies in millions, except per share amounts)
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our stock is listed on the New York Stock Exchange. On February 10, 2015, there were approximately 4,026 registered holders of our Common Stock.
The high and low stock prices and declared dividends per share for each quarter, adjusted for the 2-for-1 stock split in 2014, were:
 
1Q
 
2Q
 
3Q
 
4Q
2014
 
 
 
 
 
 
 
High
$
48.91

 
$
52.91

 
$
54.63

 
$
49.90

Low
$
43.79

 
$
46.77

 
$
46.90

 
$
42.17

Dividends
$
0.063

 
$
0.063

 
$
0.125

 
$
0.125

2013
 
 
 
 
 
 
 
High
$
39.33

 
$
38.75

 
$
40.83

 
$
46.86

Low
$
35.03

 
$
34.25

 
$
36.70

 
$
40.30

Dividends
$
0.063

 
$
0.063

 
$
0.063

 
$
0.063

On January 27, 2015, our Board of Directors declared a quarterly cash dividend of $0.125 per common share, payable on February 25, 2015, to stockholders of record as of February 10, 2015.
During the quarter and year ended December 31, 2014, we repurchased 1,076,179 shares of common stock for $50.0 under our stock buyback program. As of December 31, 2014, approximately $150.0 remained available from the $200.0 authorization announced on October 16, 2014. Pursuant to our stock buyback program, shares can be repurchased in open market transactions or privately negotiated transactions at our discretion, subject to market conditions.
The following information describes the Company’s stock repurchases during the three months ended December 31, 2014.
Period
Total number
of shares purchased
Average price per share
Total number of shares purchased as part of a publicly announced program
Approximate dollar value of shares that may yet be purchased under the program
October 1 - October 31, 2014
730,179

$
45.79

730,179

$
166.5

November 1 - November 30, 2014
346,000

$
47.90

346,000

$
150.0

December 1 - December 31, 2014



$
150.0

During the year ended December 31, 2013, we repurchased 20,349,510 shares of common stock for $750.1 under our stock buyback program. During 2012, we repurchased 2,910,222 shares of common stock for $99.9 under our stock buyback program.
See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” for information relating to our equity compensation plans.

- 19-

Table of Contents

Performance Graph
The graph set forth below is based on the assumption that $100 had been invested in our common stock and in each index on December 31, 2009, with reinvestment of dividends at market prices. The total cumulative dollar returns represent the value such investments would have had on December 31, 2014.

 
Dec-2009
 
Dec-2010
 
Dec-2011
 
Dec-2012
 
Dec-2013
 
Dec-2014
Cytec Industries Inc.
$
100

 
$
146

 
$
124

 
$
193

 
$
262

 
$
262

S&P 500
$
100

 
$
115

 
$
117

 
$
136

 
$
180

 
$
205

Russell 2000 (1)
$
100

 
$
127

 
$
122

 
$
141

 
$
196

 
$
206

S&P Specialty Chemicals
$
100

 
$
123

 
$
130

 
$
183

 
$
249

 
$
305

S&P Aerospace & Defense Select Industry (1)
$
100

 
$
121

 
$
124

 
$
146

 
$
233

 
$
259

Copyright© 2014 Standard & Poor’s, a division of The McGraw-Hill Companies Inc. All rights reserved. (www.researchdatagroup.com/S&P.htm)
Copyright© 2014 Russell Investment Group. All rights reserved.
(1)
Upon completion of our portfolio transformation with the sale of Coatings in 2013, we believe these new indexes better reflect our updated peer groups and align with our reshaped portfolio focused on our core growth businesses comprised of advanced materials and separation technologies.


- 20-

Table of Contents

Item 6.
SELECTED FINANCIAL DATA
FIVE-YEAR SUMMARY
 
2014
 
2013
 
2012
 
2011
 
2010
 
Statements of income data:
 
 
 
 
 
 
 
 
 
 
Net sales
$
2,007.7

 
$
1,935.0

 
$
1,708.1

 
$
1,415.9

 
$
1,223.4

 
Earnings from operations
$
233.7

(1) 
$
309.4

(3) 
$
132.2

(5) 
$
107.8

(7) 
$
76.3

(9) 
Earnings from continuing operations
$
144.1

(2) 
$
171.7

(4) 
$
75.7

(6) 
$
57.5

(8)  
$
45.0

(10) 
Earnings from discontinued operations, net of taxes
9.7

 
1.8

 
99.2

 
128.4

 
109.7

 
Net earnings attributable to Cytec Industries Inc.
$
153.8

 
$
173.5

 
$
174.9

 
$
185.9

 
$
154.7

 
Basic net earnings per share attributable to Cytec Industries Inc.:
 
 
 
 
 
 
 
 
 
 
Earnings per share from continuing operations
$
2.00

 
$
2.18

 
$
0.82

 
$
0.59

 
$
0.46

 
Earnings per share from discontinued operations, net of taxes
0.13

 
0.02

 
1.08

 
1.33

 
1.11

 
Net earnings per share attributable to Cytec Industries Inc.
$
2.13

 
$
2.20

 
$
1.90

 
$
1.92

 
$
1.57

 
Diluted net earnings per share attributable to Cytec Industries Inc.:
 
 
 
 
 
 
 
 
 
 
Earnings per share from continuing operations
$
1.96

 
$
2.14

 
$
0.81

 
$
0.59

 
$
0.45

 
Earnings per share from discontinued operations, net of taxes
0.13

 
0.02

 
1.06

 
1.31

 
1.10

 
Net earnings per share attributable to Cytec Industries Inc.
$
2.09

 
$
2.16

 
$
1.87

 
$
1.90

 
$
1.55

 
Cash dividends declared and paid per common share
$
0.375

 
$
0.250

 
$
0.250

 
$
0.250

 
$
0.025

 
Balance sheet data:
 
 
 
 
 
 
 
 
 
 
Total assets
$
2,767.2

 
$
2,680.5

 
$
3,924.2

 
$
3,543.5

 
$
3,678.5

 
Long-term debt
$
741.7

 
$
716.2

 
$
567.4

 
$
635.9

 
$
641.5

 
(1)
Includes a net pre-tax charge of $80.2 ($51.8 after-tax) for pension mark-to-market (“MTM”) adjustments, consisting of the 2014 fourth quarter MTM adjustments and the portion deferred in inventory from the fourth quarter 2013 MTM adjustment, costs of $5.7 ($3.6 after tax) in connection with a lockout of employees at one of our plants, and net restructuring charges of $1.0 ($0.9 after tax) related to adjustments to our 2013 and 2012 initiatives.
(2)
In addition to items in Note (1) above, includes pre-tax charges of $22.7 ($14.9 after-tax) on the early redemption of debt during the year and pre-tax charges of $2.8 ($1.9 after tax) related to environmental costs at inactive sites.
(3)
Includes a net pre-tax benefit of $27.4 ($16.4 after-tax) for pension MTM adjustments, consisting of the 2013 fourth quarter MTM adjustments, the portion deferred in inventory from the fourth quarter 2012 MTM, and the second quarter 2013 MTM adjustment triggered by the curtailment of pension plans related to the divestiture of the former Coatings business on April 3, 2013. Also included in 2013 are pre-tax charges of $6.9 ($5.6 after-tax) related to restructuring activities, including cost reduction initiatives in our Industrial Materials segment to address the current market conditions and better position ourselves for profitable growth, charges of $3.0 ($3.0 after-tax) for the write down of certain manufacturing assets in Nagpur, India, and charges of $1.2 ($1.1 after-tax) for costs to divest the Industrial Materials distribution product line.
(4)
In addition to items in Note (3) above, includes pre-tax charges of $39.4 ($24.5 after-tax) on the early redemption of debt during the year, charges of $3.2 ($3.2 after-tax) related to the dissolution of our Process Materials Joint Venture in China, $2.2 ($1.7 after-tax) of environmental charges related to inactive sites, mainly in Canada, for revised remediation plans, and a net income tax benefit of $1.6 related to a revision of our previously accrued estimated income tax liability on the unrepatriated earnings of certain foreign subsidiaries as a result of the sale of our Coatings business. The revision is primarily due to changes in the tax attributes of certain foreign subsidiaries.
(5)
Includes net pre-tax charges of $55.5 ($35.9 after-tax) for pension MTM adjustments, consisting of the 2012 fourth quarter MTM adjustments and the portion deferred in inventory from the fourth quarter 2011 MTM adjustment; $21.2 ($14.6 after-tax) for restructuring initiatives primarily related to mitigating continuing costs following the pending sale of our former Coatings business and realign the supporting structure of the acquired Umeco business; pre-tax charge of $16.7 ($10.5 after-tax) for the loss recognized on sale of Stamford facility; charges of $8.4 ($8.2 after-tax) related to the acquisition of Umeco; expense of $5.6 (3.8 after-tax) for Umeco inventory that had been written up to fair value at the acquisition date; and $2.5 ($1.5 after-tax) of accelerated depreciation for our Stamford facility prior to the recognition of the sale in the fourth quarter 2012.

- 21-

Table of Contents

(6)
In addition to items in Note (5) above, includes pre-tax charges of $1.1 ($0.7 after-tax) for a foreign exchange loss on an acquired Umeco intercompany loan that was settled during the third quarter, and a tax provision of $7.5 related to the establishment of a liability for unrepatriated earnings of foreign subsidiaries, which we could no longer consider permanently reinvested due to the pending sale of Coatings.
(7)
Includes net pre-tax charges of $60.5 ($38.0 after-tax) for pension MTM adjustments, which consists of the 2011 fourth quarter MTM adjustments, an MTM adjustment triggered by the sale of our former Building Block Chemicals business, and the portion deferred in inventory from the fourth quarter 2010 MTM adjustment; net pre-tax charges of $0.8 ($0.5 after-tax) for adjustments of our 2010 and 2009 restructuring initiatives; a pre- tax charge of $0.6 ($0.4 after-tax) primarily related to adjustments to environmental accruals for revised remediation plans to an active site in Europe, $0.7 ($0.4 after-tax) of accelerated depreciation for our Stamford facility sold in September 2011, which was being treated as a financing activity and remained on our books until our environmental remediation was complete and the sale could be recognized, and a pre-tax gain of $3.3 ($2.1 after-tax) on the sale of assets in Bogota, Columbia.
(8)
In addition to items in Note (7) above, includes pre-tax charges of $5.2 ($3.3 after-tax) for environmental accrual adjustments primarily in the U.S. at inactive sites.
(9)
Includes net pre-tax charges of $45.7 ($28.2 after-tax) for pension MTM adjustments, consisting of the 2010 fourth quarter MTM adjustments and the portion deferred in inventory from the fourth quarter 2009 MTM adjustment; a pre-tax charge of $5.5 ($3.4 after-tax) related to the exit of certain phosphorus derivative products at our Mt. Pleasant, TN facility, and $1.0 ($0.6 after-tax) related to the adjustment of prior years’ restructuring initiatives.
(10)
In addition to items in Note (9) above, includes a tax charge of $8.3 related to the impact of health care legislation, and a tax benefit of $9.7 related to a valuation allowance reversal in two international jurisdictions.



- 22-

Table of Contents

Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements. It is assumed that the reader is familiar with the description of our business and risk factors contained in Part I of this report. Currency amounts are in millions, except per share amounts. Percentages are approximate. Per share amounts for the periods presented below reflect the effects of our September 2014 stock split.
GENERAL
We are a global specialty materials and chemicals company focused on developing, manufacturing and selling value-added products. Our products serve a diverse range of end markets including aerospace and industrial materials, mining and plastics. Sales price and volume by region and the impact of exchange rates on our reporting segments are important measures that are analyzed by management and are provided in our segment analysis.
We report net sales in four geographic regions: North America, Latin America, Asia/Pacific, and Europe/Middle East/Africa. The destination of the sale determines the region under which it is reported consistent with management’s view of the business. North America consists of the United States (“U.S.”) and Canada. Latin America includes Mexico, Central America, South America, and the Caribbean Islands. Asia/Pacific is comprised of Asia, Australia and the islands of the South Pacific Rim.
Increasing selling volumes, geographic expansion, and new product introductions are important factors of our profitability. Selling price changes and raw material cost changes year on year are also important factors of our profitability especially in years of high volatility. See our Segment Results for discussion of the year-to-year impact of these important factors.
Segments
We regularly review our segment reporting and classifications and may periodically change our reportable segments to align with strategic and operational changes.
As discussed below, the former Coating Resins (“Coatings”) business is reported as discontinued operations for all periods presented, and the acquired Umeco business is reported partly in our Aerospace Materials segment, but mostly in our Industrial Materials segment, and includes results of operations since we acquired it on July 20, 2012.
Acquisitions
Umeco plc
On July 20, 2012, we completed the acquisition of all of the outstanding shares of Umeco plc (“Umeco”), an international provider of composite and process materials, in an all-cash transaction at a cost of approximately $423.8. The acquisition is intended to strengthen our position as a leading manufacturer of composite materials, while offering significant opportunities for growth and value creation, particularly in industrial composites and process materials. The acquired Umeco business is being reported partly in the Aerospace Materials segment, but mostly in the Industrial Materials segment. See Note 2 of Notes to Consolidated Financial Statements for further details.
Star Orechem International Private Limited
On March 30, 2012, we acquired the manufacturing assets of Star Orechem International Private Limited (“SOIL”), in Nagpur, Central India, in a cash transaction. The acquisition is expected to increase our global capacity for our metal extraction product (“MEP”) line of our In Process Separation segment by approximately 15%, and provides the ability to further expand production at the site. We completed the capabilities and upgrading project of the acquired plant to meet appropriate safety and operating standards, and began production of our mining chemical products in the fourth quarter of 2014. The results of operations of the acquired business have been included in our In Process Separation segment since April 1, 2012. See Note 2 of Notes to Consolidated Financial Statements for further details.
Discontinued Operations
Coating Resins
On April 3, 2013, we completed the sale of our remaining Coatings business to Advent International (“Advent”), a global private equity firm, for a total value to $1,133.0, including assumed liabilities of $118.0, resulting in a cumulative after-tax loss on the sale of $16.9 in 2013. These cumulative after-tax losses are included in Net gain (loss) on sale of discontinued

- 23-

Table of Contents

operations, net of tax in the consolidated statement of income for 2013. The final price paid and loss on sale remains subject to final working capital and other customary adjustments. After-tax earnings from operations of the discontinued business for the years ended December 31, 2013 and 2012 were $31.6 and $117.4, respectively.
In connection with the sale of Coatings to Advent, we agreed to retain certain liabilities, including liabilities for U.S. pension and other postretirement benefits and certain tax liabilities related to taxable periods (or portions thereof) ending on or before April 3, 2013. In 2014, we recorded after-tax charges of $1.0 related to certain of these tax liabilities and other tax related adjustments with respect to the divestiture. Additionally, in 2014, we recorded a tax benefit of $11.1 based on our best estimate of the purchase price allocation attributable to the Coatings business sold in various taxing jurisdictions, offset by after-tax charges of approximately $3.6 for purchase price and working capital adjustments and charges of $0.6 to true up the tax expense related to the divestiture.
Previously, on July 31, 2012, we completed the sale of the pressure sensitive adhesives (“PSA”) product line of the former Coatings business to Henkel AG & Co. for approximately $105.0, including working capital of approximately $15.0. In 2012, we received cash consideration of $112.8 from the sale and recorded an after-tax gain on the sale of $8.6, which is included in Net gain (loss) on sale of discontinued operations, net of tax in the consolidated statement of income. In 2012, we also recorded cumulative after-tax charges of $24.7 to adjust our carrying value of the Coatings disposal group to its fair value less cost to sell, based on the terms of the definitive agreement with Advent at that time. The charge is also included in Net gain (loss) on sale of discontinued operations, net of tax in the consolidated statement of income for 2012.
The results of operations of the former Coatings business are reported as discontinued operations, and are therefore excluded from both continuing operations and segment results for all periods presented. The results of the PSA product line are included in discontinued operations up through its sale on July 31, 2012. All previously reported financial information has been revised to conform to the current presentation.
Sale of the Industrial Materials distribution product line
On July 12, 2013, we sold the Industrial Materials distribution product line, which we acquired as part of the Umeco acquisition, to Cathay Investments for $8.6, subject to final working capital and other customary adjustments. In 2013, we recorded an after-tax charge of $12.5 to adjust our carrying value of the disposal group to its fair value less cost to sell, based on the terms of the agreement. In 2014, we recorded an after-tax benefit of $0.2 related to final purchase price and settlement of final working capital adjustments. These amounts are included in Net gain (loss) on sale of discontinued operations, net of tax in the consolidated statements of income.
The results of operations of the former Industrial Materials distribution product line prior to its divestiture remain in continuing operations for all periods presented, as the results of operations for the business and assets and liabilities sold were not material to disclose as discontinued operations or assets held for sale.
Former Umeco entities divested prior to our acquisition
As part of our acquisition accounting for Umeco in 2012, we established reserves related to income tax and value added tax liabilities of an entity that had been divested by Umeco in 2011, for periods that were under audit prior to it its divestiture. We continued to accrue interest through the end of 2013. In the first quarter of 2014, we agreed to a settlement for audit periods through March 31, 2009, which resulted in a benefit of approximately $3.6. The benefit is included in Net gain (loss) on sale of discontinued operations, net of tax in the consolidated statement of income for 2014.

- 24-

Table of Contents

RESULTS OF OPERATIONS
The following table sets forth the percentage of net sales of certain items in our consolidated statements of income:
Years ended December 31,
2014
 
2013
 
2012
Net sales
100.0
%
 
100.0
%
 
100.0
%
Manufacturing cost of sales
69.9

 
66.3

 
70.4

Gross profit
30.1

 
33.7

 
29.6

Selling and technical services
7.9

 
7.6

 
9.0

Research and process development
2.8

 
2.5

 
3.2

Administrative and general
7.0

 
6.5

 
8.2

Amortization of acquisition intangibles
0.7

 
0.8

 
0.5

Net loss on sale of assets

 

 
1.0

Asset impairment charge

 
0.3

 

Earnings from operations
11.6

 
16.0

 
7.7

Earnings from continuing operations
7.2

 
8.9

 
4.4

NET SALES BY SEGMENT AND GEOGRAPHIC AREA
Net Sales
North America
 
Latin America
 
Asia/
Pacific
 
Europe/
Middle East/
Africa
 
Total
2014
 
 
 
 
 
 
 
 
 
Aerospace Materials
$
626.1

 
$
8.1

 
$
72.3

 
$
293.6

 
$
1,000.1

Industrial Materials
107.5

 
11.7

 
15.5

 
191.1

 
325.8

In Process Separation
120.9

 
126.0

 
80.8

 
82.8

 
410.5

Additive Technologies
115.0

 
24.8

 
68.0

 
63.5

 
271.3

Total
$
969.5

 
$
170.6

 
$
236.6

 
$
631.0

 
$
2,007.7

2013
 
 
 
 
 
 
 
 
 
Aerospace Materials
$
609.4

 
$
5.5

 
$
66.9

 
$
279.0

 
$
960.8

Industrial Materials
95.4

 
12.2

 
11.9

 
196.8

 
316.3

In Process Separation
96.1

 
117.6

 
96.3

 
72.7

 
382.7

Additive Technologies
121.6

 
23.9

 
69.1

 
60.6

 
275.2

Total
$
922.5

 
$
159.2

 
$
244.2

 
$
609.1

 
$
1,935.0

2012
 
 
 
 
 
 
 
 
 
Aerospace Materials
$
545.3

 
$
4.4

 
$
58.6

 
$
268.8

 
$
877.1

Industrial Materials
63.3

 
6.8

 
6.5

 
99.8

 
176.4

In Process Separation
103.5

 
113.0

 
85.6

 
82.1

 
384.2

Additive Technologies
118.7

 
22.1

 
67.6

 
62.0

 
270.4

Total
$
830.8

 
$
146.3

 
$
218.3

 
$
512.7

 
$
1,708.1

Net sales in the U.S. were $912.8, $865.2, and $782.1, or 45%, 45%, and 46% of total net sales, for 2014, 2013 and 2012, respectively. International net sales were $1,094.9, $1,069.8, and $926.0, or 55%, 55%, and 54% of total net sales, for 2014, 2013 and 2012, respectively.
We have four reportable business segments: Aerospace Materials, Industrial Materials, In Process Separation, and Additive Technologies. The Aerospace Materials segment principally includes advanced composites, carbon fiber, and structural film adhesives. The Industrial Materials segment includes structural composite materials (high performance automotive, motorsports, recreation, tooling and other structural materials markets) and process materials (aerospace, wind energy, and other process materials markets). The In Process Separation segment includes mining chemicals and phosphines. The Additive Technologies segment includes polymer additives, specialty additives, and formulated resins.

- 25-

Table of Contents

For more information on our segments, refer to Note 18 of Notes to Consolidated Financial Statements and further discussions under “Segment Results” below.
YEAR ENDED DECEMBER 31, 2014, COMPARED WITH YEAR ENDED DECEMBER 31, 2013
Consolidated Results
Net sales for 2014 were $2,007.7, up 4% compared with net sales of $1,935.0 for 2013. Overall selling volumes for our continuing businesses were up 4%, while price increases improved sales by 1%. These increases were partially offset by the impact of the divestiture of the former Industrial Materials distribution product line in July 2013, which resulted in 2014 net sales to be lower by 1%. The impact of changes in exchange rates on sales was minimal. Aerospace Materials net sales increased by 4%, of which 2% was from higher selling volumes and 2% was due to price increases. Overall, net sales for the Industrial Materials segment were up 3%. An 8% decrease as a result of the divestiture of the former distribution product line in July 2013 was more than offset by a 9% increase due to higher sales volume for remaining products. Higher prices increased sales by 1%, and the favorable impact from changes in exchange rates increased sales by 1%. Net sales for In Process Separation increased 7% due mostly to sales volume increases, while Additive Technologies’ net sales were down 1% compared to 2013, as volume increases of 1% were more than offset by price decreases of 2%. For a detailed discussion on sales, refer to “Segment Results” section below.
Manufacturing cost of sales was $1,403.8, or 69.9% of sales, for 2014 compared with $1,283.1, or 66.3% of sales, for 2013. The increase in manufacturing cost of sales of $120.7 compared to 2013 was due mostly to net unfavorable pension and other postemployment benefits (“OPEB”) mark-to-market (“MTM”) adjustments of $67.1 in 2014 versus 2013. This significant unfavorable impact was due to the use of updated mortality tables and a lower discount rate in the 2014 MTM calculation, offset to an extent by favorable returns on plan assets. We also incurred $41.3 of higher manufacturing and other period costs due to higher overall plant operating costs and freight from increased volume. This included higher costs of $5.7 related to an employee lockout at our manufacturing plant in Greenville, Texas. In addition, we had higher materials costs and freight of $29.2 related to higher sales volumes, and $17.0 of higher raw material costs, primarily in Aerospace Materials. Partly offsetting these cost increases were lower costs of $21.9 from the divestiture of the Industrial Materials distribution product line in July 2013 and favorable fixed cost absorption of $12.7 on increased production volumes in Aerospace Materials.
Overall operating expenses (which include Selling and technical services, Research and process development, and Administrative and general expenses) increased by $33.7 primarily due to higher pension and OPEB MTM adjustments of $40.5 compared to 2013, and increased costs of $3.2 primarily related to the expiration of transition service agreements with the purchaser of the Coatings business, net of related cost reduction initiatives. The cost increases were partly offset by $4.5 of lower operating expenses from the divestiture of the Industrial Materials distribution product line in July 2013, lower restructuring costs of $3.8, and a $1.0 favorable impact from changes in exchange rates.
Amortization of acquisition intangibles was $14.4 and $14.6 for 2014 and 2013, respectively.
Asset impairment charges of $5.8 in 2013 included a charge of $3.0 for the write down of certain manufacturing assets acquired in our Nagpur, India facility. It also included the write-off of $2.8 of plant assets at our manufacturing facility in Beelitz, Germany, which was shut down under the restructuring initiatives within Industrial Materials to reduce costs associated with the acquired Umeco business.
Other (expense) income, net was a net expense of $6.4 for 2014 compared to $7.8 for 2013. Included in 2014 were net charges of $2.8 for environmental charges related to inactive sites and $0.8 for foreign exchange losses. Included in 2013 was a charge of $3.2 related to the closing and dissolution of our Process Materials Joint Venture in China that operated under the Industrial Materials business and had been acquired as part of the Umeco acquisition, a charge of $2.2 for environmental charges related to inactive sites, mainly in Canada, for revised remediation plans, and foreign exchange losses of $2.7.
Net loss on early extinguishment of debt was $22.7 and $39.4 for 2014 and 2013, respectively, including transaction costs. For 2014, the loss related to the repurchase of our remaining 6.0% notes due October 1, 2015 and a portion of our 8.95% notes due July 1, 2017, which we called for repurchase in the fourth quarter of 2014. In November 2014, we repurchased $17.8 principal amount of our 6.0% notes for a purchase price of $18.7 plus accrued interest of $0.1. In December 2014, we repurchased $124.0 principal amount of our 6.0% notes for a purchase price of $129.6 plus accrued interest of $1.3, and $82.0 principal amount of our 8.95% notes for a purchase price of $97.8 plus accrued interest of $3.1. The repurchases of the 6.0% and 8.95% notes in 2014 were completed under an offer to repurchase the notes that ended in December 2014. In 2013 we incurred a loss of $39.4 including transaction costs, on the redemption of $135.2 principal amount of our 4.6% notes due July 1, 2013, which we called for redemption in February 2013, for a purchase price of $136.8 plus accrued interest of $1.5; the repurchase of $107.8 principal amount of our 6.0% notes due October 1, 2015 for a purchase price of $121.1 plus accrued interest of $3.1;

- 26-

Table of Contents

and the repurchase of $85.1 principal amount of our 8.95% notes due July 1, 2017 for a purchase price of $108.3 plus accrued interest of $1.8. The repurchases of the 6.0% and 8.95% notes in 2013 were completed under an offer to repurchase the notes that ended in March 2013.
Interest expense, net was $14.4 for 2014 compared with $18.2 for 2013. The $3.8 decrease was primarily due to lower interest expense of $2.3, mostly from the redemption of higher interest debt in the first quarter of 2013 and fourth quarter of 2014 with new debt issued at a lower rate, and higher capitalized interest of $2.5 related to the ongoing major capital projects in our growth product lines. These items were partially offset by lower interest income of $1.0.
The effective income tax rate for continuing operations for 2014 was a tax provision of 24.2%, or $46.1, compared to 29.6%, or $72.3, for 2013. For 2014, the rate was favorably impacted by a tax benefit of $5.5 attributable to the reversal of certain tax reserves due to the settlement of tax audits and the expiration of the statute of limitations for the U.S. and other international jurisdictions, and a tax benefit of $2.0 primarily relating to international operations, consisting of a favorable tax rate change with respect to deferred tax assets and liabilities, a net valuation allowance reversal and other tax adjustments.
The Tax Increase Prevention Act of 2014 (the “2014 Tax Relief Act”), as signed into law on December 19, 2014, provided one year of tax relief by retroactively reinstating to January 1, 2014 a host of expired tax incentives for businesses. These business tax incentives retroactively reinstated and extended through 2014, include, but are not limited to, the research and development credit as well as the favorable look-through treatment of payments between related controlled foreign corporations.
Earnings from continuing operations for 2014 were $144.1 ($1.96 per diluted share), a decrease of $27.6 from $171.7 ($2.14 per diluted share) reported for the same period in 2013. Included in continuing operations for 2014 were after-tax charges of $51.8 ($0.71 per diluted share) for pension MTM adjustments, consisting of the net fourth quarter 2014 MTM adjustment and the portion deferred in inventory from the net fourth quarter 2013 MTM adjustment. Also included in 2014 were the following: a loss on early debt redemption of $14.9 after tax ($0.20 per diluted share); costs of $3.6 after tax ($0.05 per diluted share) in connection with a lockout of employees at one of our plants; environmental charges of $1.9 after tax ($0.03 per diluted share) related to inactive sites; and net restructuring charges of $0.9 after tax ($0.01 per diluted share) related to adjustments to our 2013 and 2012 initiatives. Included in continuing operations for 2013 was an after-tax benefit of $16.4 ($0.21 per diluted share) for pension MTM adjustments, consisting of the fourth quarter 2013 MTM adjustment, the portion deferred in inventory from the fourth quarter 2012 MTM, and the second quarter 2013 MTM adjustment triggered by the curtailment of pension plans related to the divestiture of the former Coatings business on April 3, 2013, and a $1.5 net income tax benefit ($0.02 per diluted share) related to a revision of our previously accrued estimated income tax liability on the unrepatriated earnings of certain foreign subsidiaries as a result of the sale of our Coatings business. The revision was primarily due to changes in the tax attributes of certain foreign subsidiaries. Also included in 2013 were the following after-tax charges: $24.5 ($0.31 per diluted share) related to the loss on the debt redemption; $5.6 ($0.07 per diluted share) related to restructuring activities, including cost reduction initiatives in our Industrial Materials segment to address market conditions and better position ourselves for profitable growth; $3.2 ($0.04 per diluted share) related to the dissolution of our Process Materials Joint Venture in China; $3.0 ($0.04 per diluted share) for the write down of certain manufacturing assets in Nagpur, India; $1.7 ($0.02 per diluted share) of environmental charges related to inactive sites, mainly in Canada, for revised remediation plans; and charges of $1.1 ($0.01 per diluted share) for costs to divest the Industrial Materials distribution product line.
Earnings from discontinued operations, net of tax, were $9.7 for 2014 compared to $2.2 for the comparable period in 2013. For 2014, earnings from discontinued operations, net of tax included benefits of approximately $3.6 related to the settlement of income tax and value added tax liabilities of an entity that had been divested by Umeco in 2011 for periods that were under audit prior to its divestiture. In connection with the sale of Coatings, in 2014 we recorded after-tax charges of $1.0 for adjustments to certain tax indemnities related to Coatings for taxable periods prior to its divestiture, after-tax charges of approximately $3.6 related to purchase price and working capital adjustments relating to the divestiture, and a tax benefit of $11.1 based on our best estimate of the purchase price allocation attributable to the Coatings business sold in various taxing jurisdictions. We also incurred a charge of $0.6 to true up tax expense related to the divestiture. For 2013, earnings from discontinued operations, net of tax consisted of earnings from operations of our former Coatings business of $31.6 prior to its sale, the loss on the sale of our former Coatings business of $16.9, and a charge of $12.5 to adjust the carrying value of the Industrial Materials distribution product line, based on the terms of the sale to Cathay Investments in July 2013.
Net earnings attributable to Cytec Industries Inc. for 2014 were $153.8, or $2.09 per diluted share, compared with net earnings in 2013 of $173.5, or $2.16 per diluted share.

- 27-

Table of Contents

Segment Results (Sales to external customers)
Year-to-year comparisons and analysis of changes in net sales by segment and geographic region are set forth below:
Aerospace Materials
 
 
 
 
 
 
 
% Change Due to
 
2014
 
2013
 
Total
% Change
 
Price
 
Volume/Mix
 
Currency
North America
$
626.1

 
$
609.4

 
3
%
 
2
%
 
1
%
 
%
Latin America
8.1

 
5.5

 
47
%
 
3
%
 
44
%
 
%
Asia/Pacific
72.3

 
66.9

 
8
%
 
4
%
 
4
%
 
%
Europe/Middle East/Africa
293.6

 
279.0

 
5
%
 
2
%
 
3
%
 
%
Total
$
1,000.1

 
$
960.8

 
4
%
 
2
%
 
2
%
 
%
Net sales increased 4% primarily due to a 2% increase in selling volumes and a 2% increase in selling prices. The higher selling volumes were primarily attributable to build rate increases for single aisle aircraft and Boeing’s 787 program, which were partly offset by lower demand for the rotorcraft (mostly replacement blades) and certain defense sectors. Changes in exchange rates did not significantly impact net sales.
Earnings from operations were $178.2, or 18% of net sales, in 2014, compared with $177.6, or 18% of net sales, in 2013. The $0.6 increase in earnings was driven by higher selling prices of $21.5, improved marginal income due to higher selling volumes of $10.3, and favorable fixed cost absorption of $12.7 on increased production volumes. The increases were partially offset by higher raw material costs of $19.2, primarily related to the usage of external fiber during 2014 to meet increased sales demand as well as the result of a fire in one of our carbon fiber facilities in the first quarter of 2014. The raw material costs were also higher due to raw material inflation and for material usage and other unfavorable variances. Additionally, we incurred $20.9 of higher net period costs in 2014 due to inflationary factors, higher spending to meet increased volume demands, and expenses related to capital projects. Freight was also higher by $2.0. Changes in exchange rates unfavorably impacted earnings by $1.1. We also incurred $0.7 of higher operating expenses due to inflation and the expiration of transition service agreements related to the Coatings sale, which were partly offset by lower commercial and research spend.
Industrial Materials
 
 
 
 
 
 
 
% Change Due to
 
2014
 
2013
 
Total
% Change
 
Price
 
Acquisition/
Volume/Mix
 
Currency
North America
$
107.5

 
$
95.4

 
13
 %
 
1
 %
 
12
 %
 
%
Latin America
11.7

 
12.2

 
(4
)%
 
35
 %
 
(49
)%
 
10
%
Asia/Pacific
15.5

 
11.9

 
30
 %
 
(9
)%
 
30
 %
 
9
%
Europe/Middle East/Africa
191.1

 
196.8

 
(3
)%
 
1
 %
 
(5
)%
 
1
%
Total
$
325.8

 
$
316.3

 
3
 %
 
1
 %
 
1
 %
 
1
%
Overall, net sales increased 3% in 2014. The increase in selling volumes of 1% consisted of an 8% decrease ($25.4), all in Europe, due to the July 2013 divestiture of the former distribution product line, which was more than offset by a 9% sales volume increase for continuing product lines. The increase in the continuing product lines was primarily in the structural composites product line, led by higher demand in the high performance automotive and aerospace tooling markets, partly offset by lower volumes in the motorsports market. Additionally, net sales increased by 1% from the favorable impact from changes in exchange rates and 1% from selling price increases.
Earnings from operations were $30.8, or 9% of net sales in 2014, compared with $19.0, or 6% of net sales in 2013. The $11.8 increase in earnings was driven by improved marginal income due to higher selling volumes of $14.6, higher selling prices of $3.8, and lower operating expenses of $1.7 due to savings from restructuring initiatives implemented in 2013. These increases in earnings were partly offset by increased period costs and freight of approximately $7.1 due to increased volumes and inflationary factors for continuing product lines and higher raw material costs of $0.2. The unfavorable impact of changes in exchange rates also lowered earnings by $1.0.

- 28-

Table of Contents

In Process Separation
 
 
 
 
 
 
 
% Change Due to
 
2014
 
2013
 
Total
% Change
 
Price
 
Volume/Mix
 
Currency
North America
$
120.9

 
$
96.1

 
26
 %
 
%
 
26
 %
 
 %
Latin America
126.0

 
117.6

 
7
 %
 
%
 
7
 %
 
 %
Asia/Pacific
80.8

 
96.3

 
(16
)%
 
%
 
(14
)%
 
(2
)%
Europe/Middle East/Africa
82.8

 
72.7

 
14
 %
 
1
%
 
13
 %
 
 %
Total
$
410.5

 
$
382.7

 
7
 %
 
1
%
 
7
 %
 
(1
)%
Net sales increased 7% in 2014, primarily due to higher sales volumes. The volume increase in 2014 was primarily from higher demand in our phosphines, mineral processing, and metal extraction product lines, partly offset by weaker demand in the alumina market. Selling price increases improved sales by 1%, while changes in foreign exchange rates resulted in a 1% reduction in net sales.
Earnings from operations were $95.6, or 23% of net sales, in 2014, compared with $86.5, or 23% of net sales, in 2013. The $9.1 increase in earnings was principally due to improved marginal income due to higher sales volumes of $20.2, a $4.3 favorable impact from changes in exchange rates, lower raw material costs of $3.3 mostly for MEP and phosphines, and $2.0 from higher selling prices. These increases were partially offset by higher manufacturing costs of $10.4 due to higher overall plant operating costs and freight from increased volumes, higher operating costs of $8.4 primarily due to the expiration of transition service agreements related to the Coatings sale in April 2013, inflationary factors, and higher commercial and technical services expenses, and $1.9 of net unfavorable fixed cost absorption due to inventory control efforts that began at the end of 2013.
Additive Technologies
 
 
 
 
 
 
 
% Change Due to
 
2014
 
2013
 
Total
% Change
 
Price
 
Volume/Mix
 
Currency
North America
$
115.0

 
$
121.6

 
(5
)%
 
 %
 
(5
)%
 
 %
Latin America
24.8

 
23.9

 
4
 %
 
(1
)%
 
5
 %
 
 %
Asia/Pacific
68.0

 
69.1

 
(2
)%
 
(3
)%
 
2
 %
 
(1
)%
Europe/Middle East/Africa
63.5

 
60.6

 
5
 %
 
(4
)%
 
8
 %
 
1
 %
Total
$
271.3

 
$
275.2

 
(1
)%
 
(2
)%
 
1
 %
 
 %
Overall, net sales decreased 1% in 2014, due to a 2% decrease in selling prices that was partly offset by higher volumes of 1%. There were higher sales volumes for specialty additive products across all regions except North America. This was offset by product rationalization of low margin products of $1.6. Demand for polymer additives products in North America and Asia/Pacific decreased due to a reduction in demand across all markets, which was partially offset by increased sales in Europe. Changes in exchange rates did not significantly affect net sales.
Earnings from operations were $33.9, or 12% of net sales, for 2014, compared with $39.6, or 14% of net sales, in 2013. The $5.7 decrease in earnings was due primarily from selling price decreases of $4.2 due to pricing strategy and competitive pressures, higher period costs of $2.3 mostly related to inflationary costs and plant maintenance, $2.1 of higher operating expenses from inflationary factors and due to the expiration of transition service agreements related to the Coatings sale, $0.9 of higher raw material costs primarily for specialty additives, and an unfavorable impact of $0.6 from changes in exchange rates. These decreases were partly offset by increased marginal income of $2.4 due to favorable mix and higher selling volumes, favorable fixed cost absorption of $1.2, and lower freight and warehousing costs of $0.8.
YEAR ENDED DECEMBER 31, 2013, COMPARED WITH YEAR ENDED DECEMBER 31, 2012
Consolidated Results
Net sales for 2013 were $1,935.0, compared with $1,708.1 for 2012. Overall, net sales increased 13%, of which 10% was attributable to the acquisition of the Umeco businesses, which we acquired in July 2012, 1% was due to net volume increases in the existing businesses, and 2% related to selling price increases. Aerospace Materials net sales increased by 10%, of which 4%

- 29-

Table of Contents

was due to new sales from the acquisition of Umeco, higher volumes of 3%, and price increases of 3%. Net sales for Industrial Materials segment increased significantly, mostly due to new acquisition-related sales. Net sales for Additive Technologies increased 2% due to higher volumes, while net sales for In Process Separation were flat with the prior year. For a detailed discussion on sales, refer to “Segment Results” section below.
Manufacturing cost of sales was $1,283.1, or 66.3% of sales, for 2013 compared with $1,202.9, or 70.4% of sales, for 2012. The increase in manufacturing cost of sales of $80.2 compared to 2012 was due mostly to incremental costs of sales of $131.4 incurred in 2013 related to the Umeco business, which we acquired on July 20, 2012. The increase was also due to unfavorable fixed cost absorption of $12.1 due to efforts to control inventory levels, and $6.3 of higher expenses related to our ongoing capital projects. Increased sales volumes resulted in $4.4 of higher costs and higher freight of $4.2. Additionally, raw material costs were higher by $2.0 and we had a $1.8 unfavorable impact from changes in exchange rates. The increases were partly offset primarily by net favorable pension and OPEB MTM adjustments of $59.0 compared to 2012. Additionally, stranded costs were lower by $10.8 in 2013 following the sale of Coatings, net period costs decreased by $8.5, net of a fixed asset write off of $1.4 related to a certain technology development program that will no longer proceed, and restructuring charges were lower by $3.7 compared to 2012, due to the initiatives we took in 2012 related to mitigation of continuing costs following the separation of Coatings and plans to realign the supporting structure of our Industrial Materials and Aerospace Materials segments to take advantage of synergies from the Umeco acquisition.
Overall, operating expenses (which include Selling and technical services, Research and process development, and Administrative and general expenses) decreased by $25.2 primarily due to net favorable pension and OPEB MTM adjustments of $23.8 compared to 2012, $23.7 of lower stranded costs previously allocated to our former Coatings business, and lower restructuring charges of $13.4 due to initiatives we took in 2012 to mitigate continuing costs following the separation of Coatings and to realign the supporting structure of our Industrial Materials and Aerospace Materials segments to take advantage of synergies from the Umeco acquisition. We also incurred $8.4 of lower costs associated with the acquisition of Umeco in 2012, $2.5 of accelerated depreciation in 2012 related to the sale-leaseback of our Stamford research laboratory treated as a financing transaction, and had a favorable impact of changes in foreign exchange of $1.1. These decreases were partially offset by $31.6 of incremental expenses that we incurred in 2013 from the acquisition of Umeco, which are largely headcount related. Increases in operating expenses also included $10.4 for costs, including consulting fees, associated with the development and implementation of a single, global ERP system begun in 2013, higher costs of approximately $3.8 to support increased commercial activity and investment in technical services and research and development in our Aerospace Materials and In Process Separation businesses, higher costs of $1.2 related to the sale of the Industrial Materials distribution product line, and $0.7 for bad debt write offs.
Amortization of acquisition intangibles was $14.6 for 2013 versus $9.0 for 2012. The increase was due to the amortization of intangible assets acquired from the Umeco acquisition completed on July 20, 2012.
Net loss on sale of assets of $16.7 in 2012 consisted of the loss from the sale of our research facility in Stamford, CT. We sold the facility in September 2011, and leased back a portion of the facility. However, we were precluded from recognizing the sale at the time of the original transaction due to our continuing environmental obligation at the site, and we recorded the transaction as a financing transaction at the time. Upon satisfactory completion of our obligation in the fourth quarter of 2012, we recognized the loss for the remaining excess carrying value.
Asset impairment charge was $5.8 in 2013, which included a charge of $3.0 for the write down of certain manufacturing assets acquired in our Nagpur, India facility. It also included the write-off of $2.8 of plant assets at our manufacturing facility in Beelitz, Germany, which was shut down under the restructuring initiatives within Industrial Materials to reduce costs associated with the acquired Umeco business.
Other (expense) income, net was an expense of $7.8 for 2013 versus income of $1.3 for 2012. Included in 2013 was a charge of $3.2 related to the closing and dissolution of our Process Materials Joint Venture in China that operated under the Industrial Materials business and had been acquired as part of the Umeco acquisition, a charge of $2.2 for environmental charges related to inactive sites, mainly in Canada, for revised remediation plans, and foreign exchange losses of $2.7. Included in 2012 was a benefit of $3.2 related to an MTM curtailment gain, and an expense of $1.1 for a foreign exchange loss on an acquired Umeco intercompany loan that was settled during the third quarter.
Net loss on early extinguishment of debt in 2013 consisted of a loss of $39.4 including transaction costs, incurred on the redemption of $135.2 principal amount of our 4.6% notes due July 1, 2013, which we called for redemption in February 2013, for a purchase price of $136.8 plus accrued interest of $1.5; the repurchase of $107.8 principal amount of our 6.0% notes due October 1, 2015 for a purchase price of $121.1 plus accrued interest of $3.1; and the repurchase of $85.1 principal amount of our 8.95% notes due July 1, 2017 for a purchase price of $108.3 plus accrued interest of $1.8. The repurchase of the 6.0% and 8.95% notes were completed under an offer to repurchase the notes that ended in March 2013.

- 30-

Table of Contents

Interest expense, net was $18.2 for 2013 compared with $30.1 for 2012. The $11.9 decrease was primarily due to higher capitalized interest of $10.3 in 2013 due to the restart of the carbon fiber expansion project in 2012, and lower interest expense of $4.2, mostly from the redemption of higher interest debt in the first quarter of 2013 with new debt issued at a lower rate, which was offset by lower interest income of $2.6.
The effective income tax rate for continuing operations for 2013 was a tax provision of 29.6%, or $72.3, compared to 26.6%, or $27.5, for 2012. For 2013, the rate was favorably impacted by a tax benefit of $5.1 primarily related to a change in tax rate with respect to the deferred tax assets and liabilities associated with an international jurisdiction and U.S. state taxes and a net benefit related to the resolution of an international tax audit. In addition, the rate was favorably impacted by a tax benefit of $2.7 attributable to the U.S. reinstatement of 2012 business tax incentives during the first quarter of 2013, and a tax benefit of $1.5 primarily related to a revision of our previously accrued estimated income tax liability on the unrepatriated earnings of certain foreign subsidiaries as a result of the sale of our Coatings business. These tax benefits were offset by a tax expense of $0.7 primarily related to the establishment of a deferred tax valuation allowance and other discrete deferred tax adjustments related to international entities.
The American Taxpayer Relief Act of 2012 (the “2012 Tax Relief Act”), as signed into law on January 2, 2013 extended a host of expired and expiring tax incentives for businesses. These business tax incentives retroactively reinstated and extended through 2013, included, but were not limited to, the research and development credit as well as the favorable look-through treatment of payments between related controlled foreign corporations. Although this legislation reinstated these favorable tax laws retroactive to January 1, 2012, accounting rules require that the tax impact of such changes be reflected in the period the law is enacted.
Earnings from continuing operations for 2013 was $171.7 ($2.14 per diluted share), an increase of $96.0 from $75.7 ($0.81 per diluted share) reported for the same period in 2012. Included in continuing operations for 2013 was an after-tax benefit of $16.4 ($0.21 per diluted share) for pension MTM adjustments, consisting of the net fourth quarter 2013 MTM adjustment, the portion deferred in inventory from the fourth quarter 2012 MTM, and the second quarter 2013 MTM adjustment triggered by the curtailment of pension plans related to the divestiture of the former Coatings business on April 3, 2013, and a $1.5 net income tax benefit ($0.02 per diluted share) related to a revision of our previously accrued estimated income tax liability on the unrepatriated earnings of certain foreign subsidiaries as a result of the sale of our Coatings business. The revision was primarily due to changes in the tax attributes of certain foreign subsidiaries. Also included in 2013 were the following after-tax charges: $24.5 ($0.31 per diluted share) related to the loss on the debt redemption, $5.6 ($0.07 per diluted share) related to restructuring activities, including cost reduction initiatives in our Industrial Materials segment to address the current market conditions and better position ourselves for profitable growth, $3.2 ($0.04 per diluted share) related to the dissolution of our Process Materials Joint Venture in China, $3.0 ($0.04 per diluted share) for the write down of certain manufacturing assets in Nagpur, India, $1.7 ($0.02 per diluted share) of environmental charges related to inactive sites, mainly in Canada, for revised remediation plans, and charges of $1.1 ($0.01 per diluted share) for costs to divest the Industrial Materials distribution product line. Included in continuing operations for 2012 were charges for net after-tax benefit plan MTM adjustments of $35.9 ($0.38 per diluted share), after-tax restructuring charges of $14.6 ($0.16 per diluted share) across corporate functions to mitigate continuing costs following the anticipated sale of Coatings and personnel reductions in the acquired Umeco business; an after-tax loss on the sale of assets at our Stamford facility of $10.5 ($0.11 per diluted share); after-tax charges of $8.2 ($0.09 per diluted share) related to costs incurred for the acquisition of Umeco; after-tax charges of $3.8 ($0.04 per diluted share) related to the step-up of Umeco inventory to fair value as of the acquisition date; accelerated depreciation of $1.5 after-tax ($0.02 per diluted share) for the sale-leaseback of our Stamford facility treated as a financing transaction prior to recognizing the sale, and an after-tax foreign exchange loss of $0.7 ($0.01 per diluted share) on the settlement of an acquired intercompany loan from the Umeco transaction. Also included in 2012 was a tax benefit of $11.6 ($0.12 per diluted share) attributable to the reversal of certain tax reserves due to the completion of U.S. tax audits for the years ended 2004 through 2008, and the expiration of the statute of limitations in certain international tax jurisdictions; an income tax provision of $7.5 ($0.08 per diluted share) related to the establishment of a liability for un-repatriated earnings of foreign subsidiaries, which we can no longer consider permanently reinvested in those entities, due to the sale of Coatings; and $3.1 of income tax expense ($0.03 per diluted share) related to the 2012 repatriation of earnings of certain foreign subsidiaries associated with the sale process of our Coatings business. For 2013 and 2012, net earnings from continuing operations included pre-tax charges previously allocated to the operations of our discontinued Coatings business of $12.2 and $66.5, respectively.
Earnings from discontinued operations, net of tax, were $2.2 for 2013 compared to $101.3 for the comparable period in 2012. For 2013, earnings from discontinued operations, net of tax consisted of earnings from operations of our former Coatings business of $31.6 prior to its sale, the loss on the sale of our former Coatings business of $16.9, and a charge of $12.5 to adjust the carrying value of the Industrial Materials distribution product line, based on the terms of the sale to Cathay Investments in July 2013. The earnings from discontinued operations, net of tax for 2012 reflect the following after-tax amounts: the earnings from operations of our former Coatings business of $117.4, the realized gain of $8.6 on the sale of our PSA product line which was part of the former Coatings business, and a charge of $24.7 to adjust to the carrying value of the net assets held for sale at

- 31-

Table of Contents

December 31, 2012 to their fair value less costs to sell. This charge was based on new information received about the carrying value as determined by our agreement to sell the remaining portion of our former Coatings business that we entered into in October 2012.
Net earnings attributable to Cytec Industries Inc. for 2013 were $173.5, or $2.16 per diluted share, compared with net earnings in 2012 of $174.9, or $1.87 per diluted share.
Segment Results (Sales to external customers)
Year-to-year comparisons and analysis of changes in net sales by segment and geographic region are set forth below:
Aerospace Materials
 
 
 
 
 
 
 
% Change Due to
 
2013
 
2012
 
Total
% Change
 
Price
 
Acquisition Volume/Mix
 
Currency
North America
$
609.4

 
$
545.3

 
12
%
 
2
%
 
10
 %
 
%
Latin America
5.5

 
4.4

 
25
%
 
4
%
 
21
 %
 
%
Asia/Pacific
66.9

 
58.6

 
14
%
 
4
%
 
10
 %
 
%
Europe/Middle East/Africa
279.0

 
268.8

 
4
%
 
5
%
 
(1
)%
 
%
Total
$
960.8

 
$
877.1

 
10
%
 
3
%
 
7
 %
 
%
Net sales increased 10% primarily due to a 7% increase in selling volumes, of which 4% were acquisition-related sales increase, and 3% were for existing business. The higher selling volumes for existing business in 2013 were primarily attributable to the continued ramp up of new large commercial transport programs, primarily Boeing’s 787 program, and to a lesser extent, increased build rates for single aisle aircraft, and business jets. Partially offsetting the increases were reductions in selling volumes to military segments and certain large commercial transport programs due to customer inventory destocking efforts. In addition, sales were down in the rotorcraft sector. Selling prices increased 3% and changes in exchange rates did not significantly impact net sales.
Earnings from operations were $177.6, or 18% of net sales, in 2013, compared with $168.5, or 19% of net sales, in 2012. The $9.1 increase in earnings was driven by higher selling prices of $28.3, improved marginal income due to higher selling volumes of $13.8, and earnings of $3.7 related to the Umeco acquisition. The increases were partially offset by higher manufacturing period costs, including freight and warehousing, of $8.4, which included a fixed asset write off of $1.4 related to a certain technology development program that will no longer proceed and increased personnel spending to meet increased production demands, and $4.2 of stranded costs associated with the sale of the Coatings business in 2013, unfavorable fixed cost absorption of $7.5 related to inventory builds in 2012 as well as the planned 2013 temporary shutdown of our carbon fiber facility, $6.3 of expenses related to our ongoing capital projects, $5.6 of higher raw material costs and higher waste driven by increased production, higher operating expenses of $7.2, which included increased investment in research and development and $5.2 of stranded costs associated with the sale of the Coatings business in 2013, and the unfavorable impact of foreign exchange rate changes of $1.7.
Industrial Materials
 
 
 
 
 
 
 
% Change Due to
 
2013
 
2012
 
Total
% Change
 
Price
 
Acquisition Volume/Mix
 
Currency
North America
$
95.4

 
$
63.3

 
51
%
 
2
 %
 
49
 %
 
%
Latin America
12.2

 
6.8

 
79
%
 
(23
)%
 
(56
)%
 
%
Asia/Pacific
11.9

 
6.5

 
83
%
 
3
 %
 
80
 %
 
%
Europe/Middle East/Africa
196.8

 
99.8

 
97
%
 
1
 %
 
96
 %
 
%
Total
$
316.3

 
$
176.4

 
79
%
 
1
 %
 
78
 %
 
%
Overall, net sales increased 79%, almost all of which was related to the Umeco business acquired in July 2012. Excluding the impact of acquisitions and divestitures, our selling volumes decreased by $7.1, or 4%, due to weak demand from the high performance automotive and motor sports markets and tooling applications. Increased selling prices resulted in higher sales of

- 32-

Table of Contents

1%. Sales in 2013 and 2012 included $25.4 and $20.8, respectively, related to the acquired Industrial Materials distribution product line, which we divested on July 12, 2013.
Earnings from operations were $19.0, or 6% of net sales in 2013, compared with $11.4, or 6% of net sales in 2012. The $7.6 increase in earnings was driven by earnings from operations of $10.0 from the Umeco industrial business that we acquired in July 2012, selling price increases of $1.7, lower raw material costs of $1.5, and favorable fixed cost absorption of $0.8. Period costs were down $0.5 from 2012, as savings from prior year restructuring initiatives of $1.7 were offset by the impact of stranded period costs of approximately $1.2. These increases were largely offset by lower marginal income of $5.2 due to lower sales volumes, and higher operating expenses of $1.4, as the impact of stranded costs of approximately $1.5 associated with the sale of the Coatings business in 2013, offset by savings from prior year restructuring activities. The unfavorable impact of changes in exchange rates also lowered earnings by $0.3.
In Process Separation
 
 
 
 
 
 
 
% Change Due to
 
2013
 
2012
 
Total
% Change
 
Price
 
Volume/Mix
 
Currency
North America
$
96.1

 
$
103.5

 
(7
)%
 
1
 %
 
(8
)%
 
 %
Latin America
117.6

 
113.0

 
4
 %
 
(1
)%
 
5
 %
 
 %
Asia/Pacific
96.3

 
85.6

 
13
 %
 
 %
 
15
 %
 
(2
)%
Europe/Middle East/Africa
72.7

 
82.1

 
(11
)%
 
1
 %
 
(12
)%
 
 %
Total
$
382.7

 
$
384.2

 
 %
 
 %
 
 %
 
 %
Net sales in 2013 were flat compared to 2012. Higher demand in 2013 for mining products related to copper and other base metals was offset primarily from lower phosphine gas sales of $5.1, which was related to a quality issue of approximately $3.0 and weaker demand, particularly in the electronics market, compared to 2012, as well as weaker demand in the alumina market.
Earnings from operations were $86.5, or 23% of net sales, in 2013, compared with $95.3, or 25% of net sales, in 2012. The $8.8 decrease in earnings was principally due to higher net commercial and other operating expenses of $3.3, which included $2.5 impact of stranded costs associated with the sale of the Coatings business early in 2013, higher period costs of $3.0, including freight and warehousing costs, which included a $2.0 impact of stranded costs, $1.3 of net unfavorable fixed cost absorption, lower marginal income of $0.9 due to an unfavorable product mix, $0.7 for bad debt write offs, $0.4 for higher raw material costs and $0.1 from decreased selling prices. This decrease in earnings was partially offset by a $0.9 favorable impact from changes in exchange rates.
Additive Technologies
 
 
 
 
 
 
 
% Change Due to
 
2013
 
2012
 
Total %
Change
 
Price
 
Volume/Mix
 
Currency
North America
$
121.6

 
$
118.7

 
2
 %
 
1
 %
 
1
 %
 
 %
Latin America
23.9

 
22.1

 
8
 %
 
1
 %
 
7
 %
 
 %
Asia/Pacific
69.1

 
67.6

 
2
 %
 
(2
)%
 
6
 %
 
(2
)%
Europe/Middle East/Africa
60.6

 
62

 
(2
)%
 
(1
)%
 
(4
)%
 
3
 %
Total
$
275.2

 
$
270.4

 
2
 %
 
 %
 
2
 %
 
 %
Overall, net sales increased 2%, due primarily to increases in selling volumes. Selling volumes growth due to higher demand for polymer additive products in building and construction, automotive, and agricultural film markets were offset by lower sales for specialty additive products due to product rationalization of low margin products. Selling prices and changes in exchange rates did not significantly affect net sales.
Earnings from operations were $39.6, or 14% of net sales, for 2013, compared with $40.8, or 15% of net sales, in 2012. The $1.2 decrease in earnings was due primarily from unfavorable fixed cost absorption of $4.1, increased commercial and administration expenses of $2.9, including the impact of stranded costs of approximately $1.8 associated with the sale of the Coatings business in 2013, an unfavorable impact of changes in exchange rates of $1.2, and sales price decreases of $0.6. This was partially offset by increased marginal income due to higher selling volumes of $4.9, lower costs for raw materials of $2.5, and lower freight and other manufacturing period costs of $0.2, net of the approximate $1.4 impact from stranded costs.

- 33-

Table of Contents

RESTRUCTURING ACTIVITIES
In accordance with our accounting policy, restructuring costs are included in our corporate and unallocated operating results for segment reporting purposes consistent with management’s view of its businesses.
Details of our 2013 restructuring initiatives are as follows:
In the third quarter of 2013, we launched cost reduction initiatives in our Industrial Materials segment to address market conditions and better position ourselves for profitable growth. The plan included headcount reductions of approximately 55 people, through modification of shift patterns within various operations, centralization of logistics and planning activities, and closure of a small site in Beelitz, Germany. The plans resulted in a pre-tax restructuring charge of approximately $4.5 related mainly to severance costs and closure of the manufacturing facility. The initiative is expected to be completed by 2015.
In the second quarter of 2013, we launched initiatives in our Aerospace Materials segment to move all production operations from the Costa Mesa, Adelanto, and Huntington Beach, California sites into the Winona, Minnesota, Tulsa, Oklahoma, and Anaheim, California locations. Approximately 120 employees will be impacted by this move. The estimated total cost of this initiative is approximately $27.0, which includes capital and other costs of approximately $13.0 to move the products into the existing operations, and approximately $3.5 for non-cash accelerated depreciation expense. The remaining costs are for retention and severance plans, certain lease liabilities on impacted facilities, and clean-up costs. Product re-sites and re-qualifications are in process with final completion expected by the first quarter of 2015. These plans resulted in a restructuring charge of $1.6, primarily for severance, retention costs, and accelerated depreciation. The initiatives are expected to be completed in waves by the first quarter of 2015 and paid for by mid-2015.
We realized an estimated $0.7 and $3.4 of pre-tax cost savings in 2013 and 2014, respectively, and expect to realize an estimated $4.1 of incremental pre-tax savings in 2015.
During 2014, we recorded an additional charge of $1.4 to these initiatives. The remaining reserve relating to the 2013 restructuring initiatives at December 31, 2014 is $1.8.
Details of our 2012 restructuring initiatives are as follows:
In the third quarter of 2012, we approved plans to realign the supporting structure of our Aerospace Materials and Industrial Materials segments to take advantage of synergies from the acquisition of Umeco. These plans resulted in a restructuring charge of $6.6 related to the severance costs and other benefits of 28 positions. The initiatives were substantially completed in 2013 and are expected to be paid by the end of 2015.
In the second quarter of 2012, we launched initiatives in our corporate functions across sales, marketing, manufacturing, supply chain, research and development, and administrative functions to mitigate continuing costs following the anticipated sale of Coatings. These initiatives resulted in charges related to severance and employee benefits of $14.7 associated with the elimination of 171 positions. These initiatives are expected to be substantially completed and paid in early 2016, but may carry over into later periods.
We realized an estimated $3.8, $17.9, and $2.3 of incremental pre-tax cost savings in 2012, 2013 and 2014, respectively.
During 2013, we recorded an additional charge of $0.9 to these initiatives, and during 2014, we recorded a favorable adjustment of $0.4 to these initiatives. The remaining reserve relating to the 2012 restructuring initiatives at December 31, 2014 is $3.2.
See Note 4 of Notes to Consolidated Financial Statements for a further summary of the restructuring charges.
LIQUIDITY AND FINANCIAL CONDITION
At December 31, 2014, our cash balance was $133.9, compared with $151.8 at year-end 2013. As of December 31, 2014, approximately $54.8 of our cash was in the U.S. and $79.1 was held by our subsidiaries outside the U.S.
Net cash used in continuing operations
Net cash provided by operating activities of continuing operations for 2014 was $263.1 compared with $158.0 for 2013. Trade accounts receivable increased $37.6 due to higher sales levels, as days outstanding of 49 days as of the end of 2014 was up one day from year end 2013. Inventory increased $66.9, as inventory days on hand were at 86 days at the end of 2014, which is up 8 days since year end 2013. The increase is primarily in the Aerospace Materials segment. Accounts payable increased by $29.2, as accounts payable days outstanding at December 31, 2014 increased 3 days to 46 days compared to the end of 2013. Other liabilities decreased $10.4, mostly due to a decrease of $7.1 in noncurrent income taxes payable, which primarily resulted

- 34-

Table of Contents

from the aforementioned favorable tax audit settlements. Income taxes payable increased by $1.3, accrued expenses decreased by $0.3, and other assets increased $0.8. Additionally, we made contributions of $6.2 and $7.4 to our pension and postretirement plans, respectively, during 2014.
Net cash used in investing activities of continuing operations was $220.8 in 2014 compared to $304.9 in 2013, all of which related to capital spending. Capital spending in 2014 was primarily attributable to continued investment for the strategic expansion of our growth businesses within the Aerospace Materials and In Process Separation segments, in addition to maintenance of business capital across the Company. In the first quarter of 2014, we completed the construction phase of our carbon fiber expansion project to support our growing demand for carbon fiber based composites. Aerospace qualified fiber production is expected in 2016. In the third quarter of 2014, we completed the construction phase of our new prepreg manufacturing expansion project. Commercial production is expected to occur in 2015. The construction for the expansion of our phosphine plant in Canada for our In Process Separation segment was completed late in the third quarter of 2014. The expansion of our metal extraction product line with new manufacturing capacity in Nagpur, India was completed in the fourth quarter of 2014. Our total capital spending for 2015 is expected to be approximately $180.0.
Net cash used in financing activities was $48.6 in 2014 compared with $764.5 in 2013. During 2014, we repurchased $50.0 of treasury stock and paid cash dividends of $26.9. These cash outflows were partly offset by $15.4 of proceeds from stock option exercises, $7.9 of excess tax benefits related to share-based payments in 2014, and net cash proceeds of $5.0 related to our short and long-term borrowings. The borrowings primarily consisted of net proceeds of $248.3 from the issuance of new 3.95% debt in November 2014, which were used in part to pay $148.3 to redeem $141.8 face value of our 6.0% notes due in October 2015, and $97.8 to repurchase $82.0 face value of our 8.95% notes due in July 2017. These repurchases were done under tender offers that commenced in November 2014.
Stock split
On July 17, 2014, the Board of Directors declared a 2-for-1 split on our common stock in the form of a stock dividend. The stock dividend was distributed on September 17, 2014 (the “September 2014 stock split”) to shareholders of record as of the close of business on September 2, 2014. Shareholders on the record date were entitled to receive one additional share for every share they owned on that date. As a result of the stock split, total shares of the Company’s common stock outstanding increased from approximately 36.0 million to approximately 72.1 million at the date of the split.
Share repurchases
On October 16, 2014, the Board of Directors authorized a share buyback program in the amount of $200.0. During 2014, we repurchased 1,076,179 shares of common stock for $50.0 under our stock buyback program. As of December 31, 2014, there was $150.0 remaining under the buyback program.
Dividends
During 2014, quarterly cash dividends of $0.063, $0.063, $0.125, and $0.125 per share, as adjusted for the September 2014 stock split, were declared and paid totaling $26.9. On January 27, 2015, our Board of Directors declared a quarterly cash dividend of $0.125 per common share, payable on February 25, 2015 to stockholders of record as of February 10, 2015.
Net cash provided by discontinued operations
Net cash provided by operating activities of discontinued operations for 2014 was $0.3, compared to net cash used in operating activities of discontinued operations of $127.4 for 2013. For 2013, these cash flows consisted primarily of the net earnings from discontinued operations of the Coatings business, plus the impact of changes in working capital during the periods. Also included in 2013 are tax payments of approximately $64.0 related to the tax gain on the disposal transaction. Net increases to working capital reduced cash by approximately $86.6 during the period of 2013 that we owned the business.
Net cash provided by investing activities of discontinued operations was $1,017.0 in 2013. In April 2013, we sold our former Coatings business, and received cash proceeds of approximately $998.9 net of related transaction costs. In the third quarter of 2013, we sold the former distribution product line of the Industrial Materials segment for cash proceeds of $6.4, net of cash balances sold. Capital expenditures related to discontinued operations for the 2013 were approximately $3.2. Also, in the first quarter of 2013, we collected $15.0 related to an outstanding note receivable from the 2011 divestiture of Building Clock Chemicals.
Credit facility
There was $400.0 available for borrowing under the $400.0 unsecured Revolving Credit Facility at December 31, 2014. Under the terms and conditions of the Revolving Credit Facility agreement, the maximum amount we may borrow under the Revolving Credit Facility is $400.0 with a $25.0 swingline. On June 24, 2014, under the amended terms of our existing Revolving Credit Facility, we extended the term one year to June 28, 2019. Subject to the consent of the lenders, we have the

- 35-

Table of Contents

ability under certain circumstances to extend the term through June 28, 2021 and to increase the maximum amount we may borrow under the Revolving Credit Facility up to $500.0. We are required to comply with certain customary financial covenants under the Revolving Credit Facility: (i) the ratio of consolidated total debt to consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”), and (ii) the ratio of consolidated EBITDA to consolidated interest expense. We are in compliance with these covenants and expect to be in compliance for the foreseeable future.
Funding of future cash requirements
We believe that we have the ability to fund our operating cash requirements, planned capital expenditures, planned cash dividends, as well as the ability to meet our debt service requirements for the foreseeable future from existing cash, from internal cash generation, and, when appropriate, through utilization of our existing credit line. From time to time, based on such factors as local tax regulations, prevailing interest rates and our plans for capital investment or other investments, it may make economic sense to utilize our existing credit lines in order to meet our cash requirements, which may include debt-service related disbursements. We are required to meet financial ratios under our $400.0 Revolving Credit Facility, including a maximum permitted ratio of consolidated total debt (as defined) to consolidated EBITDA (as defined) and a minimum consolidated EBITDA (as defined) to consolidated interest expense ratio. Complying with these ratios could limit our ability to plan for or react to market conditions or meet extraordinary capital needs and could otherwise restrict our financing activities. Our ability to comply with the covenants will depend on our future operating performance. If we fail to comply with those covenants and terms, we will be in default. In this case, we would be required to obtain waivers from our lenders in order to maintain compliance. If we were unable to obtain any necessary waivers, the amounts outstanding under this Revolving Credit Facility could be accelerated, and become immediately due and payable, and we would not be able to borrow any additional funds under the agreement while such default continued. We are in compliance with these covenants and expect to be in compliance for the foreseeable future. We have no borrowings outstanding under the Revolving Credit Facility as of December 31, 2014. Our ability to fully utilize our revolving credit agreement can be limited by our actual calculated debt covenant ratio as compared to the maximum debt covenant ratio permitted under the Revolving Credit Facility. At December 31, 2014, $400.0 of the Revolving Credit Facility was available to us, and we expect that the full amount will continue to be available based on our current forecasts.
Use of cash
We have generated a significant amount of cash in recent years. Our top priorities for use of cash will continue to be investment in the typical maintenance of business capital spending projects, followed by expansion/cost reduction capital in our growth product lines and fast payback/margin improvement capital in our cash product lines. We will pursue bolt-on acquisitions for our growth product lines. In addition, we will continue to return excess cash to shareholders through dividends and share repurchases. Finally, if available at a reasonable price, we will buy back our public debt.
Inflation at this time is not considered significant although higher costs for energy and commodities could impact our future operating expenses and capital spending. The impact of increasing raw material costs is discussed earlier in Item 1, BUSINESS – “Customers and Suppliers.”
We estimate that pension and postretirement plan funding will be approximately $4.9 and $10.2, respectively, in 2015, compared to $6.2 and $7.4, respectively, in 2014.

- 36-

Table of Contents

Contractual Obligations and Commercial Commitments
The following table sets forth our contractual obligations under long-term agreements as of December 31, 2014:
 
 
Payments Due by Period
Contractual Obligations
Total
 
Less Than
1 Year
 
1-3 Years
 
3-5 Years
 
More than
5 Years
Long-term debt
$
749.7

 
$
1.4

 
$
85.8

 
$
6.9

 
$
655.6

Interest payments
236.8

 
31.2

 
58.8

 
48.3

 
98.5

Operating leases
42.9

 
10.1

 
14.6

 
4.9

 
13.3

Capital lease
11.9

 
3.0

 
6.4

 
2.5

 

Pension and postretirement plans obligations(1)
15.1

 
15.1

 

 

 

Purchase obligations
45.4

 
37.0

 
5.0

 
1.0

 
2.4

Environmental liabilities(1)
9.5

 
9.5

 

 

 

Other noncurrent liabilities(2)

 

 

 

 

Total
$
1,111.3

 
$
107.3

 
$
170.6

 
$
63.6

 
$
769.8

(1)
Expected cash flows for our pension and postretirement plans obligations and environmental liabilities for years beyond 2015 were excluded as specific payment dates could not be reasonably estimated. Amounts reflected to be paid in less than one year are based on our budget and actual amounts paid in 2014 and may vary significantly for pension. See Note 12, “Environmental, Contingencies and Commitments,” and Note 14, “Employee Benefit Plans,” of Notes to Consolidated Financial Statements for more information regarding these liabilities.
(2)
Included in other noncurrent liabilities on our consolidated balance sheet at December 31, 2014, were $45.9 of contingent liabilities (principally asbestos related liabilities) and $15.2 of asset retirement obligations. As specific payment dates for these items are unknown, the related balances have not been reflected in the “Payments Due by Period” section of the table above.
As of December 31, 2014, the amount of unrecognized tax benefits was $10.0. As specific payment dates cannot be reasonably estimated, the related balances have not been reflected under the “Payments Due by Period” section of the table above.
At December 31, 2014, we had net contractual commitments under currency forward contracts in U.S. dollar equivalent notional amounts of $246.3, that all settle in less than one year. Refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” as well as Note 7 of Notes to Consolidated Financial Statements.
We had $15.0 of outstanding letters of credit, surety bonds and bank guarantees at December 31, 2014 that are issued on our behalf in the ordinary course of business to support certain of our performance obligations and commitments. The instruments are typically renewed on an annual basis.
We do not have any unconsolidated limited purpose entities or any undisclosed material transactions or commitments involving related persons or entities.

- 37-

Table of Contents

Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion provides forward-looking quantitative and qualitative information about our potential exposures to market risk arising from changes in currency rates, commodity prices and interest rates. Actual results could differ materially from those projected in this forward-looking analysis. Currencies are in millions.
Market risk represents the potential loss arising from adverse changes in the value of financial instruments. The risk of loss is assessed based on the likelihood of adverse changes in fair values, cash flows, or future earnings.
In the ordinary course of business, we are exposed to various market risks, including fluctuations in currency rates, commodity prices, and interest rates. To manage the exposure related to these risks, we may engage in various derivative transactions in accordance with our established policies. We do not hold or issue financial instruments for trading or speculative purposes. Moreover, we enter into financial instrument transactions with either major financial institutions or highly rated counterparties and make reasonable attempts to diversify transactions among counterparties, thereby limiting exposure to credit-related and performance-related risks.
Currency Risk: We periodically enter into currency forward contracts primarily to hedge currency fluctuations of transactions denominated in currencies other than the functional currency of the respective entity. At December 31, 2014, the principal transactions hedged involved accounts receivable and accounts payable. When hedging currency exposures, our practice is to hedge such exposures with forward contracts denominated in the same currency and with similar critical terms as the underlying exposure, and therefore, the instruments are effective at generating offsetting changes in the fair value, cash flows, or future earnings of the hedged item or transaction.
At December 31, 2014, the currency and net notional amounts of forward contracts outstanding translated into U.S. dollar equivalent amounts were as follows: 
 
 
Buy
Sell
 
U.S.
Dollar
 
Euro
 
Mexican Peso
 
Chilean Peso
 
Pound Sterling
 
Norwegian Krone
 
Colombian Peso
 
Malaysian Ringgit
 
Japanese Yen
U.S. Dollar
 

 
$
91.5

 
$
30.9

 
$
15.7

 
$
5.0

 
$
4.9

 
$
1.6

 
$
1.5

 
$
0.8

Chinese Yuan
 
$
18.6

 

 

 

 

 

 

 

 

Pound Sterling
 

 
$
60.8

 

 

 

 

 

 

 

Thai Baht
 

 
$
5.8

 

 

 

 

 

 

 

Brazilian Real
 
$
4.0

 

 

 

 

 

 

 

 

Canadian Dollar
 
$
2.6

 

 

 

 

 

 

 

 

Korean Won
 
$
1.3

 

 

 

 

 

 

 

 

Japanese Yen
 

 
$
1.3

 

 

 

 

 

 

 

The net unfavorable fair value of currency contracts, based on exchange rates at December 31, 2014, was $6.1. The fair values of forward contracts are calculated each period. These forward contracts are not defined as hedging instruments and therefore, all changes in fair values are reported in Other (expense) income, net. Assuming that year-end exchange rates between the underlying currencies of all outstanding contracts and the various hedged currencies were to adversely change by a hypothetical 10%, the fair value of all outstanding contracts at year-end would decrease by approximately $29.4. However, since these contracts hedge specific transactions, any change in the fair value of the contracts would be offset by changes in the underlying value of the transaction being hedged.
Interest Rate Risk: At December 31, 2014, our outstanding borrowings consisted of long-term fixed rate debt, which had a carrying value of $742.9, a face value of $749.7, and a fair value of $761.5. The fair value is based on a discounted cash flow analysis which incorporates the contractual terms of the notes and observable market-based inputs that include time value, interest rate curves, and credit spreads.
We had no variable rate debt outstanding as of December 31, 2014.

- 38-

Table of Contents

SIGNIFICANT ACCOUNTING ESTIMATES / CRITICAL ACCOUNTING POLICIES
Accounting principles generally accepted in the United States (U.S.) require management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts in the consolidated financial statements and the notes thereto. The areas discussed below involve the use of significant judgment in the preparation of our consolidated financial statements and changes in the estimates and assumptions used may impact future results of operations and financial condition.
Share-Based Compensation
U.S. generally accepted accounting principles (“GAAP”) requires recognition of compensation cost in an amount equal to the fair value of share-based payments. Compensation cost for stock appreciation rights payable in cash (“cash-settled SARS”) is recognized based on the fair value of the award at the end of each period through the date of settlement. Compensation cost for stock appreciation rights payable in shares (“stock-settled SARS”), stock options, and restricted stock units is recognized over the vesting period based on the estimated fair value on the date of the grant.
GAAP also requires that we estimate a forfeiture rate for all share-based awards. We monitor share option exercise and employee termination patterns to estimate forfeiture rates within the valuation model. The estimated fair values are based on assumptions, including estimated lives of the instruments, historical and implied volatility, dividend yield on our common stock, and risk-free interest rates. We also consider the probability that the options and stock-settled SARS will be exercised prior to the end of their contractual lives and the probability of termination or retirement of the holder. These assumptions are based on reasonable facts but are subject to change based on a variety of external factors. Changes in assumptions from period to period may materially affect the amount of share-based compensation cost we recognize in income.
Environmental and Other Contingent Liabilities
Accruals for environmental remediation and operating and maintenance costs directly related to remediation and other contingent liabilities are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Accruals are recorded at management’s best estimate of the ultimate expected liabilities, without any discount to reflect the time value of money. These accruals are reviewed periodically and adjusted, if necessary, as additional information becomes available.
The amount accrued for environmental remediation reflects our assumptions about remediation requirements at the contaminated site, the nature and cost of the remedy, the outcome of discussions with regulatory agencies and other potentially responsible parties at multi-party sites, and the number and financial viability of other potentially responsible parties.
Included in other contingent liabilities are workers’ compensation, product liability, and toxic tort claims. The amount accrued for other contingent liabilities reflects our assumptions about the incidence, severity, indemnity costs and dismissal rates for existing and future claims.
Accruals for environmental remediation and other contingent liabilities can change substantially if our assumptions are not realized or due to actions by governmental agencies or private parties. We cannot estimate any additional amount of loss or range of loss in excess of the recorded amounts. Moreover, environmental and other contingent liabilities are paid over an extended period, and the timing of such payments cannot be predicted with any certainty. Accruals for environmental and other contingent liabilities are recorded as other noncurrent liabilities with any amounts expected to be paid out in the next twelve months classified as accrued expenses.
Our asbestos related contingent liabilities and related insurance receivables are based on a study, which is prepared every three years by a third party. During the third quarter of 2012, we completed an actuarial study of our asbestos related contingent liabilities and related insurance receivables, which will be updated again in the third quarter of 2015. The study is based on, among other things, the incidence and nature of historical claims data through June 30, 2012, the incidence of malignancy claims, the severity of indemnity payments for malignancy and non-malignancy claims, dismissal rates by claim type, estimated future claim frequency, settlement values and reserves, and expected average insurance recovery rates by claim type. The study assumes liabilities through 2049. Overall, we expect to recover approximately 48% of our future indemnity costs. We have completed Coverage-In-Place-Agreements with most of our larger insurance carriers.
Although these estimates and assumptions are based on reasonable facts, they are subject to change based on the actual outcome and a variety of external factors. A sustained 1% change in the annual number of future asbestos claims filed against us will increase or decrease the liability and related receivable by $0.4 and $0.2, respectively. A sustained 1% change in the average value of asbestos claims paid will increase or decrease the liability and related receivable by $0.4 and $0.2, respectively.

- 39-

Table of Contents

Probable insurance recoveries for past and probable future indemnity costs are recorded at management’s best estimate of the ultimate expected receipts without discounting to reflect the time value of money and are recorded as other assets. A number of factors impact the estimates of insurance reimbursements. These factors include the financial viability of the insurance companies, the method in which losses will be allocated to the various insurance policies, how legal and defense costs will be covered by the insurance policies, the interpretation of the effect on coverage of various policy terms and limits and their interrelationships, and historical recovery rates over the past ten years.
Defense and processing costs are expensed as incurred. Insurance recoveries for defense and processing costs are recognized when the recovery is probable and related costs are incurred and are recorded as other assets.
Retirement Plans
We sponsor defined benefit pension and other postretirement benefit plans. The postretirement plans provide medical and life insurance benefits to retirees who meet minimum age and service requirements. Our most significant pension plans are in the U.S., and constituted approximately 82% of our consolidated pension assets and 81% of projected benefit obligations as of December 31, 2014. The calculation of our pension expense and pension liability associated with our defined benefit pension plans requires the use of a number of assumptions. Changes in these assumptions can result in different pension expense and liability amounts, and actual experience can differ from the assumptions. We believe that the most critical assumptions are the discount rate, the expected rate of return on plan assets, and healthcare cost trend rates. Our U.S. salaried pension plan was frozen on December 31, 2007, and as of December 31, 2014, the majority of our bargaining employees have also agreed to freeze their benefits.
At the end of each year, we determine the discount rate to be used for pension liabilities. In estimating this rate, we look at the yields on high quality, long-term corporate bonds that receive one of the two highest ratings given by a recognized ratings agency. Future expected actuarially determined cash flows of our major U.S. plans are matched against a yield curve encompassing such bonds to arrive at a single discount rate by plan. We discounted our U.S. future pension and postretirement medical liabilities using a rate of 3.9% and 3.7%, respectively, at December 31, 2014.
The discount rate used to determine the value of liabilities has a significant effect on expense. A 1% increase to the discount rate for our U.S. pension plans would increase our 2015 expected annual expense by $3.2 and decrease our liability by $87.0. A 1% decrease to the discount rate for our U.S. pension plans would decrease our 2015 expected annual expense by $4.3 and increase our liability by $106.9. The change in liability amounts due to a 1% discount rate change would have been reflected as a 2014 fourth quarter mark-to-market (“MTM”) adjustment.
 A 1% increase to the discount rate for our U.S. postretirement medical plan would increase our 2015 expected annual expense by $1.0 and decrease our liability by $19.2. A 1% decrease to the discount rate for our U.S. postretirement medical plan would decrease our 2015 expected annual expense by $1.2 and increase our liability by $22.9. The change in liability amounts due to a 1% discount rate change would have been reflected as a 2014 fourth quarter MTM adjustment.
In order to reduce the volatility of our pension plan assets relative to pension liabilities, we have gradually implemented a liability-driven investment (“LDI”) strategy for our U.S., U.K., and Canadian defined benefit pension plans. As part of the strategy, we have transitioned some of our equity allocation to longer-term fixed income assets with an emphasis on high quality corporate bonds. As the funded status of the plans improves, we expect to further decrease equity investments and increase fixed income investments. As a result of these changes, the expected rates of return have been adjusted downward, as appropriate, to reflect the new allocations. The expected rate of return on our U.S. plan assets, which was 5.75% for 2014, reflects the long-term average rate of return expected on funds invested or to be invested in the pension plans to provide for the benefits included in the pension liability. We establish the expected rate of return at the beginning of each fiscal year based upon information available to us at that time, including the historical returns of major asset classes, the expected investment mix of the plans’ assets, and estimates of future long-term investment returns. A 1% change in the expected rate of return on plan assets of our U.S. pension plans would increase or decrease our 2015 expected pension expense by $7.3; the 2015 expected postretirement medical expense would increase or decrease by $0.2. The U.S. pension plans’ investment mix at December 31, 2014 approximated 8% equities and 92% fixed income securities.
We account for our continuing pension and other postemployment benefit (“OPEB”) plans using the MTM accounting method. Under this method, our pension and OPEB costs consist of two elements: 1) ongoing costs recognized quarterly, which are comprised of service and interest costs, expected returns on plan assets, and amortization of prior service costs/credits; and 2) MTM gains and losses recognized annually, in the fourth quarter of each year, resulting from changes in actuarial assumptions and the differences between actual and expected returns on plan assets and discount rates. Any interim remeasurements triggered by a curtailment, settlement, or significant plan changes are recognized as an MTM adjustment in the quarter in which such remeasurement event occurs. The MTM charges (benefits) applied to earnings from continuing operations in 2014, 2013 and 2012 due to the actual experience versus assumptions of returns on plan assets and changes in discount rates and other

- 40-

Table of Contents

actuarial assumptions for the defined benefit pension and other postretirement benefit plans were $51.8, $(16.4), and $35.9, respectively.
The assumed rate of future increases in the per capita cost of healthcare benefits (healthcare cost trend rate) is 7.5% in 2015, decreasing to ultimate trend of 5.0% in 2019. The healthcare cost trend rate has a significant effect on the reported amounts of accumulated postretirement benefit obligation (“APBO”) and related expense. A 1% decrease to the assumed healthcare cost trend rate for our postretirement benefit plans would decrease our expense by $0.6 and decrease our postretirement benefit obligation by $16.6. A 1% increase to the assumed healthcare cost trend rate for our postretirement benefit plans would increase our expense by $0.6 and increase our postretirement benefit obligation by $19.3.
Impairment of Goodwill and Intangible Assets
We have defined our segments as our reporting units. Our four business segments are Aerospace Materials, Industrial Materials, In Process Separation, and Additive Technologies. Aerospace Materials and Industrial Materials serve principally aerospace and industrial advanced composites markets, respectively. In Process Separation and Additive Technologies serve large, global industrial markets. The segments above reflect how we run our Company, manage the assets, and view our customers.
We test goodwill for impairment on an annual basis. Goodwill of a reporting unit will be tested for impairment between annual tests if events occur or circumstances change that would likely reduce the fair value of the reporting unit below its carrying value. For our goodwill impairment test, we are permitted to use either a qualitative or quantitative approach. Under the qualitative approach for a goodwill impairment test, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (i.e. – greater than 50% probability) that the fair value of the reporting unit is less than its carrying amount. If, after assessing the totality of the facts and circumstances, we determine it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then performing the two-step impairment test, described in Note 1 of the Notes to the Consolidated Financial Statements, is unnecessary. If we determined otherwise, we would be required to perform the two-step goodwill impairment test.
For our 2014 goodwill impairment test, we performed our goodwill impairment test using a qualitative approach. For our qualitative assessment of the reporting unit, we considered all relevant facts and circumstances, including the excess fair value from the most recent fair value calculation; circumstances that could cause significant changes to the most recent carrying value calculation; the overall financial performance of the reporting unit compared to previous projections; the estimated financial performance projected in the near and long term, such as EBITDA and cash flows; industry and market conditions, including overall market-multiple metrics, competitive environment and demand for our products; overall macroeconomic conditions including our ability to access capital; and changes in management, key personnel or strategy for the reporting unit. More weight was placed on events or circumstances that most affect a reporting unit’s fair value or carrying amount of its net assets. As a result of this qualitative assessment, we determined that it was more likely than not that the fair value of our reporting units exceeded their carrying values, and performing the two-step impairment test was not required. These evaluations involve amounts that are based on management’s best estimates and judgments. Because of the uncertainty inherent in such estimates, actual results may differ from these estimates. We are not aware of reasonably likely events or circumstances that would result in different amounts being estimated that would have a material impact on these assessments for impairment.
Intangible assets with determinable useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets or asset group to the future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets and would be charged to earnings. Intangible assets with determinable useful lives are amortized over their respective estimated useful lives.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets or asset group to the future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets and would be charged to earnings.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and

- 41-

Table of Contents

liabilities and their respective tax basis and operating loss and tax credit carryforwards. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date.
We intend to primarily reinvest the unremitted earnings of our international subsidiaries. Accounting rules require establishing a tax liability on the unrepatriated earnings of foreign subsidiaries if it is management`s intention to no longer permanently reinvest such earnings. As a result of the intended sale of Coatings, management`s intentions changed with regard to a portion of the unrepatriated earnings of certain foreign subsidiaries. Therefore, included in income tax expense is $3.1 of tax expense incurred due to the repatriation of certain earnings during 2012 and a tax benefit of $1.5 recognized during 2013 primarily related to a revision of our previously accrued estimated income tax liability on the repatriation of other earnings, related to the sale of Coatings. With the exception of the unremitted earnings of those international subsidiaries that are related to the Coatings divestiture, we consider the undistributed earnings of our non-U.S. subsidiaries as of December 31, 2014, to be indefinitely reinvested outside the U.S. given the estimated future capital expansion and other funding needs attributable to these entities. Moreover, we have not, nor do we anticipate the need to, repatriate funds to the U.S. to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our U.S. debt service requirements. Accordingly, no provision has been made for U.S. income taxes or additional non-U.S. taxes on the undistributed earnings of our non-U.S. subsidiaries. In the event of repatriation to the U.S., such earnings would be subject to U.S. income taxes in most cases. Foreign tax credits would be available to substantially reduce the amount of U.S. tax otherwise payable in future years.
Our annual effective tax rate is based on expected income, statutory tax rates, and tax planning opportunities available in various jurisdictions in which we operate. Significant judgment is required in determining the annual effective tax rate and in evaluating our tax positions.
We establish accruals for tax contingencies when, notwithstanding the reasonable belief that our tax return positions are fully supported, we believe that certain filing positions are likely to be challenged and moreover, that such filing positions may not be fully sustained. We recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. We continually evaluate our uncertain tax positions and will adjust such amounts in light of changing facts and circumstances including but not limited to emerging case law, tax legislation, rulings by relevant tax authorities, and the progress of ongoing tax audits. Settlement of a given tax contingency could impact the income tax provision in the period of resolution. Our accruals for gross uncertain tax positions are presented in the balance sheet within income taxes payable and other noncurrent liabilities.
Fair Value Measurements
We have certain assets and liabilities that are carried at fair value on a recurring basis in the financial statements, for which we determine the appropriate level in the fair value input hierarchy for each fair value measurement. The fair value hierarchy prioritizes the inputs, which refer broadly to assumptions that market participants would use in pricing an asset or liability, into three levels. It gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, interest rates, exchange rates, and yield curves observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability.
Derivatives
All of our derivatives are valued based on Level 2 inputs. Our currency forwards are valued based on readily available published indices for currency exchange rates.
Pension
The fair values of our Level 1 pension assets are determined based on quoted market prices in active markets for identical assets. The fair values of our Level 2 pension assets are based on the net asset values of the funds, which are based on quoted market prices of the underlying investments. Our Level 3 assets include an insurance contract and a real estate fund. The fair value of the insurance contract held by one of our non-U.S. plans is based on the contractual terms of the arrangement with the insurance company. The fair value of the real estate fund is based on the net asset value of shares held at year end.


- 42-

Table of Contents

ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CYTEC INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except per share amounts)
December 31,
2014
 
2013
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
133.9

 
$
151.8

Trade accounts receivable, less allowance for doubtful accounts of $3.8 and $4.6 in 2014 and 2013, respectively
265.1

 
251.3

Other accounts receivable
74.6

 
74.4

Inventories
307.6

 
253.1

Deferred income taxes
27.4

 
32.1

Other current assets
26.2

 
25.1

Total current assets
834.8

 
787.8

Plants, equipment and facilities, at cost
1,680.8

 
1,567.1

Less: accumulated depreciation
(559.4
)
 
(520.1
)
Net plant investment
1,121.4

 
1,047.0

Acquisition intangibles, net of accumulated amortization of $70.8 and $58.0 in 2014 and 2013, respectively
141.6

 
161.1

Goodwill
508.8

 
521.3

Deferred income taxes
41.2

 
25.2

Other assets
119.4

 
138.1

Total assets
$
2,767.2

 
$
2,680.5

Liabilities
 
 
 
Current liabilities
 
 
 
Accounts payable
$
172.4

 
$
175.7

Current maturities of long-term debt
1.2

 
0.1

Accrued expenses
184.6

 
178.4

Income taxes payable
8.4

 
14.2

Deferred income taxes
0.3

 
0.1

Total current liabilities
366.9

 
368.5

Long-term debt
741.7

 
716.2

Pension and other postretirement benefit liabilities
245.9

 
195.2

Other noncurrent liabilities
170.3

 
187.1

Deferred income taxes
31.4

 
31.6

Stockholders’ equity
 
 
 
Preferred stock, 20,000,000 shares authorized; none issued and outstanding

 

Common stock, $.01 par value per share, 150,000,000 shares authorized; issued 99,772,436 in 2014 and 99,451,504 in 2013
1.0

 
1.0

Additional paid-in capital
474.2

 
467.4

Retained earnings
1,699.6

 
1,572.8

Accumulated other comprehensive income
13.1

 
95.7

Treasury stock, at cost, 28,732,931 shares in 2014 and 28,442,748 shares in 2013
(976.9
)
 
(955.0
)
Total equity
1,211.0

 
1,181.9

Total liabilities and stockholders’ equity
$
2,767.2

 
$
2,680.5

See accompanying Notes to Consolidated Financial Statements

- 43-

Table of Contents

CYTEC INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in millions, except per share amounts)
Years ended December 31,
2014
 
2013
 
2012
Net sales
$
2,007.7

 
$
1,935.0

 
$
1,708.1

Manufacturing cost of sales
1,403.8

 
1,283.1

 
1,202.9

Selling and technical services
158.9

 
146.6

 
153.3

Research and process development
56.8

 
49.0