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SEC Comment Letter for ALBANY INTERNATIONAL (AIN) — Dec 30, 2013

ALBANY INTERNATIONAL CORP /DE/ (AIN) (CIK 0000819793)
Date: Dec. 30, 2013 · CIK: 0000819793 · Accession: 0000000000-13-070483

Related Party / Governance Financial Reporting

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File numbers found in text: 001-10026

Date
December 30, 2013
Author
/s/ M ara L. Ransom
Form
UPLOAD
Company
ALBANY INTERNATIONAL CORP /DE/ (AIN) (CIK 0000819793)

Letter

December 30, 2013 Via E -mail John B. Cozzolino Chief Financial Officer Albany International, Corp. 216 Airport Drive Rochester, NH 03867

Re: Albany International Corp. Form 10 -K for the Fiscal Year Ended December 3 1, 2012 Filed March 1, 2013 Definitive Proxy Statement on Schedule 14A Filed April 2, 2013 File No. 001-10026

Dear Mr. Cozzolino :

We have reviewed your filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing s, by providing the requested information, or by advising us when you will provide the req uested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide i n response to these comments, we may have additional comments.

Definitive Proxy Statement on Schedule 14A filed April 2, 2013

Compensation Discussion & Analysis, page 13

1. We note that Mr. Cozzolino’s total direct compensation target increase d 24.1% between 2011 and 2012, and the amount of such target to be paid as salary increased 17.7% between the same time. Similarly, we note that Mr. Halftermeyer’s total direct compensation target increased 10% during this time. Please revise to disclose t he reasons for these increases in Mr. Cozzolino’s and Mr. Halftermeyer’s compensation.

2. You indicate that you use benchmarking data in setting various components of compensation, but it is unclear how you use such benchmarking data. Please advise. Please also identify the ben chmark used in setting compensation.

John B. Cozzolino Albany International Corp. December 30, 2013 Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchang e Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please pr ovide a written statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Jennifer Lóp ez, Staff Attor ney, at (202) 551 -3792, Lilyana Peyser, Speci al Counsel, at (202) 551 -3222, or me at (202) 551 -3720 with any questions.

Sincerely,
/s/ M ara L. Ransom

Show Raw Text
December 30, 2013

Via E -mail
John B. Cozzolino
Chief Financial Officer
Albany International, Corp.
216 Airport Drive
Rochester, NH 03867

Re: Albany International Corp.
 Form 10 -K for the Fiscal Year Ended December 3 1, 2012
Filed March 1, 2013
Definitive Proxy Statement on Schedule 14A
Filed April 2, 2013
File No. 001-10026

Dear Mr. Cozzolino :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the req uested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide i n
response to these  comments, we may have  additional comments.

Definitive Proxy Statement on Schedule 14A filed April 2, 2013

Compensation Discussion & Analysis, page 13

1. We note that Mr. Cozzolino’s total direct compensation target increase d 24.1% between
2011 and 2012, and the amount of such target to be paid as salary increased 17.7%
between the same time. Similarly, we note that Mr. Halftermeyer’s total direct
compensation target increased 10% during this time. Please revise to disclose t he reasons
for these increases in Mr. Cozzolino’s and Mr. Halftermeyer’s compensation.

2. You indicate that you use benchmarking data in setting various components of
compensation, but it is unclear how you use such benchmarking data.  Please advise.
Please also identify the ben chmark used in setting compensation.

John B. Cozzolino
Albany International Corp.
December 30, 2013
Page  2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchang e Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please pr ovide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission  from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Jennifer Lóp ez, Staff Attor ney, at (202) 551 -3792, Lilyana Peyser, Speci al
Counsel, at (202) 551 -3222, or me at  (202) 551 -3720  with any questions.

Sincerely,

 /s/ M ara L. Ransom

Mara L. Ransom
Assistant Director