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Merrill Document Readback UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2011 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33288 HAYNES INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 06-1185400 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1020 West Park Avenue, Kokomo, Indiana 46904-9013 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (765) 456-6000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $.001 per share NASDAQ Global Market Securities registered pursuant to section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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). 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). (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller Reporting Company (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No As of March 31, 2011, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $463,125,664 based on the closing sale price as reported on the NASDAQ Global Market. Shares of common stock held by each executive officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. 12,204,179 shares of Haynes International, Inc. common stock were outstanding as of November 17, 2011. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held February 27, 2012 have been incorporated by reference into Part III of this report. TABLE OF CONTENTS Page No. Part I Item 1. Business ........................................................................................................................................................ 3 Item 1A. Risk Factors .................................................................................................................................................. 16 Item 1B. Unresolved Staff Comments ......................................................................................................................... 23 Item 2. Properties ...................................................................................................................................................... 23 Item 3. Legal Proceedings ......................................................................................................................................... 24 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ....................................................................................................................................... 26 Item 6. Selected Financial Data ................................................................................................................................ 28 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ....................... 30 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ...................................................................... 45 Item 8. Financial Statements and Supplementary Data ............................................................................................. 47 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ....................... 76 Item 9A. Controls and Procedures ............................................................................................................................... 76 Item 9B. Other Information ......................................................................................................................................... 77 Part III Item 10. Directors, Executive Officers and Corporate Governance ............................................................................ 77 Item 11. Executive Compensation .............................................................................................................................. 77 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...................................................................................................................................................... 77 Item 13. Certain Relationships and Related Transactions, and Director Independence .............................................. 78 Item 14. Principal Accountant Fees and Services ....................................................................................................... 78 Part IV Item 15. Exhibits, Financial Statement Schedules ...................................................................................................... 78 Signatures ..................................................................................................................................................... 79 Index to Exhibits ........................................................................................................................................... 80 This Form 10-K contains statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this Form 10-K are forward-looking. In many cases, you can identify forward-looking statements by terminology, such as “may”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. The forward-looking information may include, among other information, statements concerning the Company's outlook for fiscal year 2012 and beyond, overall volume and pricing trends, cost reduction strategies and their anticipated results, capital expenditures and dividends. There may also be other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of various factors, many of which are beyond the Company's control. The Company has based these forward-looking statements on its current expectations and projections about future events. Although the Company believes that the assumptions on which the forward-looking statements contained herein are based are reasonable, any of those assumptions could prove to be inaccurate. As a result, the forward-looking statements based upon those assumptions also could be incorrect. Risks and uncertainties may affect the accuracy of forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Part I Item 1. Business Overview Haynes International, Inc. (“Haynes” or “the Company”) is one of the world’s largest producers of high- performance nickel- and cobalt-based alloys in sheet,
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