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Share Name | Share Symbol | Market | Type |
---|---|---|---|
IDEX Corporation | NYSE:IEX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 221.38 | 0 | 10:39:35 |
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the Fiscal Year Ended December 31, 2016
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period From to
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Delaware
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36-3555336
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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|
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1925 West Field Court, Lake Forest, Illinois
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60045
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(Address of principal executive offices)
|
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $.01 per share
|
|
New York Stock Exchange
and Chicago Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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PART I.
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||
Item 1.
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||
Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV.
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Item 15.
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Item 16.
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Form 10-K Summary
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Item 1.
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Business.
|
•
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Replaced the previous Industrial reporting unit with the Pumps reporting unit, which now includes Viking and Warren Rupp;
|
•
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Combined the Scientific Fluidics and IDEX Optics & Photonics reporting units into the Scientific Fluidics & Optics reporting unit; and
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•
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Combined the Fire Suppression and Rescue reporting units into the Fire & Safety reporting unit.
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Name
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|
Age
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|
Years of
Service
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|
Position
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Andrew K. Silvernail
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46
|
|
8
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Chairman of the Board and Chief Executive Officer
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William K. Grogan
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38
|
|
5
|
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Senior Vice President and Chief Financial Officer
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Eric D. Ashleman
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49
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8
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Senior Vice President and Chief Operating Officer
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Denise R. Cade
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54
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1
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Senior Vice President, General Counsel and Corporate Secretary
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Daniel J. Salliotte
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50
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12
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Senior Vice President-Corporate Strategy, Mergers & Acquisitions and Treasury
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Michael J. Yates
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51
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11
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Vice President and Chief Accounting Officer
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Jeffrey D. Bucklew
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46
|
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5
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Senior Vice President-Chief Human Resources Officer
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James MacLennan
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53
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5
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Senior Vice President-Chief Information Officer
|
•
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possibility of unfavorable circumstances arising from host country laws or regulations;
|
•
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risks of economic instability;
|
•
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currency exchange rate fluctuations and restrictions on currency repatriation;
|
•
|
potential negative consequences from changes to taxation policies;
|
•
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disruption of operations from labor and political disturbances;
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•
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withdrawal from or renegotiation of international trade agreements and other restrictions on the trade between the United States and other countries;
|
•
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changes in tariff and trade barriers and import or export licensing requirements; and
|
•
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political instability, terrorism, insurrection or war.
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
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2016
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2015
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||||||||||||||||||||
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High
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Low
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Dividends
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High
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Low
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|
Dividends
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||||||||||||
First Quarter
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$
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84.05
|
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$
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67.20
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$
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0.32
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$
|
78.85
|
|
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$
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69.44
|
|
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$
|
0.28
|
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Second Quarter
|
87.18
|
|
|
77.93
|
|
|
0.34
|
|
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80.31
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73.80
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|
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0.32
|
|
||||||
Third Quarter
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95.33
|
|
|
79.91
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|
|
0.34
|
|
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79.61
|
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66.88
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0.32
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||||||
Fourth Quarter
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95.76
|
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|
82.05
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|
|
0.34
|
|
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79.59
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69.40
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0.32
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Period
|
Total Number of
Shares Purchased
|
|
Average Price
Paid per Share
|
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Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
(1)
|
|
Maximum Dollar
Value that May Yet
be Purchased Under
the Plans
or Programs
(1)
|
||||||
October 1, 2016 to October 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
580,010,084
|
|
November 1, 2016 to November 30, 2016
|
—
|
|
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—
|
|
|
—
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580,010,084
|
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||
December 1, 2016 to December 31, 2016
|
—
|
|
|
—
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|
|
—
|
|
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580,010,084
|
|
||
Total
|
—
|
|
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$
|
—
|
|
|
—
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|
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$
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580,010,084
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(1)
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On
December 1, 2015
, the Company’s Board of Directors approved an increase of
$300.0 million
in the authorized level of repurchases of common stock. This followed the prior Board of Directors approved repurchase authorization of $400.0 million that was announced by the Company on November 6, 2014. These authorizations have no expiration date.
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12/11
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12/12
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12/13
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12/14
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12/15
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12/16
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||||||||||||
IDEX Corporation
|
$
|
100.00
|
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$
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125.38
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$
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199.00
|
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$
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209.75
|
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$
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206.44
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$
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242.68
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S&P 500 Index
|
$
|
100.00
|
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$
|
113.41
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$
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146.98
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$
|
163.72
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$
|
162.53
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$
|
178.02
|
|
S&P Midcap 400 Industrials Sector Index
|
$
|
100.00
|
|
$
|
120.51
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|
$
|
171.67
|
|
$
|
172.18
|
|
$
|
164.81
|
|
$
|
209.44
|
|
Russell 2000 Index
|
$
|
100.00
|
|
$
|
114.63
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$
|
157.05
|
|
$
|
162.60
|
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$
|
153.31
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$
|
183.17
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(Dollars in thousands, except per share data)
|
2016
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|
2015
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2014
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2013
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2012
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||||||||||
RESULTS OF OPERATIONS
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|
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||||||||||
Net sales
|
$
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2,113,043
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$
|
2,020,668
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|
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$
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2,147,767
|
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$
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2,024,130
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$
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1,954,258
|
|
Gross profit
|
930,767
|
|
|
904,315
|
|
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949,315
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|
873,364
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803,700
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|
|||||
Selling, general and administrative expenses
|
498,994
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|
|
479,408
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504,419
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|
477,851
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|
444,490
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|
|||||
Loss (gain) on sale of businesses - net
|
22,298
|
|
|
(18,070
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring expenses
|
3,674
|
|
|
11,239
|
|
|
13,672
|
|
|
—
|
|
|
32,473
|
|
|||||
Asset impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198,519
|
|
|||||
Operating income
|
405,801
|
|
|
431,738
|
|
|
431,224
|
|
|
395,513
|
|
|
128,218
|
|
|||||
Other (income) expense - net
|
(8,327
|
)
|
|
(2,243
|
)
|
|
(3,111
|
)
|
|
178
|
|
|
(236
|
)
|
|||||
Interest expense
|
45,616
|
|
|
41,636
|
|
|
41,895
|
|
|
42,206
|
|
|
42,250
|
|
|||||
Provision for income taxes
|
97,403
|
|
|
109,538
|
|
|
113,054
|
|
|
97,914
|
|
|
48,574
|
|
|||||
Net income
|
271,109
|
|
|
282,807
|
|
|
279,386
|
|
|
255,215
|
|
|
37,630
|
|
|||||
Earnings per share
(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
— basic
|
$
|
3.57
|
|
|
$
|
3.65
|
|
|
$
|
3.48
|
|
|
$
|
3.11
|
|
|
$
|
0.45
|
|
— diluted
|
$
|
3.53
|
|
|
$
|
3.62
|
|
|
$
|
3.45
|
|
|
$
|
3.09
|
|
|
$
|
0.45
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
— basic
|
75,803
|
|
|
77,126
|
|
|
79,715
|
|
|
81,517
|
|
|
82,689
|
|
|||||
— diluted
|
76,758
|
|
|
77,972
|
|
|
80,728
|
|
|
82,489
|
|
|
83,641
|
|
|||||
Year-end shares outstanding
|
76,441
|
|
|
76,535
|
|
|
78,766
|
|
|
81,196
|
|
|
82,727
|
|
|||||
Cash dividends per share
|
$
|
1.36
|
|
|
$
|
1.28
|
|
|
$
|
1.12
|
|
|
$
|
0.89
|
|
|
$
|
0.80
|
|
FINANCIAL POSITION
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
822,721
|
|
|
$
|
862,684
|
|
|
$
|
1,075,791
|
|
|
$
|
990,953
|
|
|
$
|
881,865
|
|
Current liabilities
|
309,158
|
|
|
309,597
|
|
|
411,968
|
|
|
304,609
|
|
|
291,427
|
|
|||||
Current ratio
|
2.7
|
|
|
2.8
|
|
|
2.6
|
|
|
3.3
|
|
|
3.0
|
|
|||||
Operating working capital
(3)
|
396,739
|
|
|
370,213
|
|
|
366,209
|
|
|
350,881
|
|
|
373,704
|
|
|||||
Total assets
(4)
|
$
|
3,154,944
|
|
|
$
|
2,805,443
|
|
|
$
|
2,903,463
|
|
|
$
|
2,881,118
|
|
|
$
|
2,777,821
|
|
Total borrowings
(4)
|
1,015,281
|
|
|
840,794
|
|
|
859,345
|
|
|
767,417
|
|
|
779,007
|
|
|||||
Shareholders’ equity
|
1,543,894
|
|
|
1,443,291
|
|
|
1,486,451
|
|
|
1,572,989
|
|
|
1,464,998
|
|
|||||
PERFORMANCE MEASURES AND OTHER DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Percent of net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit
|
44.0
|
%
|
|
44.8
|
%
|
|
44.2
|
%
|
|
43.1
|
%
|
|
41.1
|
%
|
|||||
Selling, general and administrative expenses
|
23.6
|
%
|
|
23.7
|
%
|
|
23.5
|
%
|
|
23.6
|
%
|
|
22.7
|
%
|
|||||
Operating income
|
19.2
|
%
|
|
21.4
|
%
|
|
20.1
|
%
|
|
19.5
|
%
|
|
6.6
|
%
|
|||||
Income before income taxes
|
17.4
|
%
|
|
19.4
|
%
|
|
18.3
|
%
|
|
17.4
|
%
|
|
4.4
|
%
|
|||||
Net income
|
12.8
|
%
|
|
14.0
|
%
|
|
13.0
|
%
|
|
12.6
|
%
|
|
1.9
|
%
|
|||||
Capital expenditures
|
$
|
38,242
|
|
|
$
|
43,776
|
|
|
$
|
47,997
|
|
|
$
|
31,536
|
|
|
$
|
35,520
|
|
Depreciation and amortization
|
86,892
|
|
|
78,120
|
|
|
76,907
|
|
|
79,334
|
|
|
78,312
|
|
|||||
Return on average assets
(5)
|
9.1
|
%
|
|
9.9
|
%
|
|
9.7
|
%
|
|
9.0
|
%
|
|
1.3
|
%
|
|||||
Borrowings as a percent of capitalization
(5)
|
39.7
|
%
|
|
36.8
|
%
|
|
36.6
|
%
|
|
32.8
|
%
|
|
34.7
|
%
|
|||||
Return on average shareholders’ equity
(5)
|
18.2
|
%
|
|
19.3
|
%
|
|
18.3
|
%
|
|
16.8
|
%
|
|
2.5
|
%
|
|||||
Employees at year end
|
7,158
|
|
|
6,801
|
|
|
6,712
|
|
|
6,787
|
|
|
6,717
|
|
|||||
Record holders at year end
|
7,030
|
|
|
6,760
|
|
|
6,500
|
|
|
6,500
|
|
|
6,700
|
|
|||||
NON-GAAP MEASURES
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
EBITDA
|
$
|
501,020
|
|
|
$
|
512,101
|
|
|
$
|
511,242
|
|
|
$
|
474,669
|
|
|
$
|
206,766
|
|
EBITDA margin
|
23.7
|
%
|
|
25.3
|
%
|
|
23.8
|
%
|
|
23.5
|
%
|
|
10.6
|
%
|
|||||
Adjusted EBITDA
|
$
|
530,546
|
|
|
$
|
505,270
|
|
|
$
|
524,914
|
|
|
$
|
474,669
|
|
|
$
|
437,758
|
|
Adjusted EBITDA margin
|
25.1
|
%
|
|
25.0
|
%
|
|
24.4
|
%
|
|
23.5
|
%
|
|
22.4
|
%
|
|||||
Adjusted operating income
|
$
|
435,327
|
|
|
$
|
424,907
|
|
|
$
|
444,896
|
|
|
$
|
395,513
|
|
|
$
|
359,210
|
|
Adjusted operating margin
|
20.6
|
%
|
|
21.0
|
%
|
|
20.7
|
%
|
|
19.5
|
%
|
|
18.4
|
%
|
|||||
Adjusted net income
|
$
|
288,373
|
|
|
$
|
277,229
|
|
|
$
|
288,823
|
|
|
$
|
255,215
|
|
|
$
|
224,067
|
|
Adjusted earnings per share
|
$
|
3.75
|
|
|
$
|
3.55
|
|
|
$
|
3.57
|
|
|
$
|
3.09
|
|
|
$
|
2.68
|
|
(1)
|
For additional detail, see Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data.”
|
(2)
|
Calculated by applying the two-class method of allocating earnings to common stock and participating securities as required by Accounting Standards Codification (“ASC”) 260,
Earnings Per Share
.
|
(3)
|
Operating working capital is defined as inventory plus accounts receivable minus accounts payable.
|
(4)
|
In the fourth quarter of fiscal year 2015, the Company adopted Accounting Standards Update 2015-03 regarding simplifying the presentation of debt issuance costs. The update was applied retrospectively to all periods presented in accordance with the provisions of the update. Refer to Note 1 for additional information related to ASU 2015-03 in the Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data.”
|
(5)
|
Return on average assets is calculated as: Net income / (Current year Total assets + Prior year Total assets) / 2; Borrowings as a percent of capitalization is calculated as: (Long-term borrowings + Short-term borrowings) / (Long-term borrowings + Short-term borrowings + Total shareholders’ equity); Return on average shareholders’ equity is calculated as Net Income / (Current year Total shareholders’ equity + Prior year Total shareholders’ equity) / 2
|
(6)
|
Set forth below are reconciliations of Adjusted operating income, Adjusted net income, Adjusted EPS, EBITDA and Adjusted EBITDA to the comparable measures of net income and operating income, as determined in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”). We have reconciled Adjusted operating income to Operating income; Adjusted net income to Net income; Adjusted EPS to EPS; consolidated EBITDA, segment EBITDA, adjusted EBITDA, and adjusted segment EBITDA to net income. The reconciliation of segment EBITDA to net income was performed on a consolidated basis due to the fact that we do not allocate consolidated interest expense or the consolidated provision for income taxes to our segments.
|
1. Reconciliations of Consolidated EBITDA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Net income
|
|
$
|
271,109
|
|
|
$
|
282,807
|
|
|
$
|
279,386
|
|
|
$
|
255,215
|
|
|
$
|
37,630
|
|
+ Provision for income taxes
|
|
97,403
|
|
|
109,538
|
|
|
113,054
|
|
|
97,914
|
|
|
48,574
|
|
|||||
+ Interest expense
|
|
45,616
|
|
|
41,636
|
|
|
41,895
|
|
|
42,206
|
|
|
42,250
|
|
|||||
+ Depreciation and amortization
|
|
86,892
|
|
|
78,120
|
|
|
76,907
|
|
|
79,334
|
|
|
78,312
|
|
|||||
EBITDA
|
|
501,020
|
|
|
512,101
|
|
|
511,242
|
|
|
474,669
|
|
|
206,766
|
|
|||||
+ Restructuring expenses
|
|
3,674
|
|
|
11,239
|
|
|
13,672
|
|
|
—
|
|
|
32,473
|
|
|||||
+ Loss (gain) on sale of businesses - net
|
|
22,298
|
|
|
(18,070
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
+ Pension settlement
|
|
3,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
+ Asset impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198,519
|
|
|||||
Adjusted EBITDA
|
|
$
|
530,546
|
|
|
$
|
505,270
|
|
|
$
|
524,914
|
|
|
$
|
474,669
|
|
|
$
|
437,758
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,113,043
|
|
|
$
|
2,020,668
|
|
|
$
|
2,147,767
|
|
|
$
|
2,024,130
|
|
|
$
|
1,954,258
|
|
EBITDA margin
|
|
23.7
|
%
|
|
25.3
|
%
|
|
23.8
|
%
|
|
23.5
|
%
|
|
10.6
|
%
|
|||||
Adjusted EBITDA margin
|
|
25.1
|
%
|
|
25.0
|
%
|
|
24.4
|
%
|
|
23.5
|
%
|
|
22.4
|
%
|
•
|
Sales of
$2.1 billion
increased
5%
, reflecting a
1%
decrease
in organic sales (excluding acquisitions, divestitures and foreign currency translation), a
1% decrease
due to foreign currency translation, and a
7% increase
due to acquisitions/divestitures.
|
•
|
Operating income of
$405.8 million
and operating margin of
19.2%
were
down
6% and
220
basis points, respectively, from the prior year.
|
•
|
Net income
decreased
4%
to
$271.1 million
.
|
•
|
Diluted EPS of
$3.53
decreased
$0.09
or
2%
compared to
2015
.
|
•
|
Adjusted operating income of
$435.3 million
and adjusted operating margin of
20.6%
were
up
2%
and
down
40
basis points, respectively, from the prior year.
|
•
|
Adjusted net income
increased
4%
to
$288.4 million
.
|
•
|
Adjusted EPS of
$3.75
was
6%
higher
than prior year adjusted EPS of
$3.55
.
|
(In thousands)
|
2016
|
|
2015
|
|
Change
|
|
|||||
Net sales
|
$
|
2,113,043
|
|
|
$
|
2,020,668
|
|
|
5
|
%
|
|
Operating income
|
405,801
|
|
|
431,738
|
|
|
(6
|
)%
|
|
||
Operating margin
|
19.2
|
%
|
|
21.4
|
%
|
|
(220
|
)
|
bps
|
(In thousands)
|
2016
|
|
2015
|
|
Change
|
|
|||||
Net sales
|
$
|
849,101
|
|
|
$
|
860,792
|
|
|
(1
|
)%
|
|
Operating income
|
214,242
|
|
|
204,506
|
|
|
5
|
%
|
|
||
Operating margin
|
25.2
|
%
|
|
23.8
|
%
|
|
140
|
|
bps
|
(In thousands)
|
2016
|
|
2015
|
|
Change
|
|
|||||
Net sales
|
$
|
744,809
|
|
|
$
|
738,996
|
|
|
1
|
%
|
|
Operating income
|
153,722
|
|
|
157,948
|
|
|
(3
|
)%
|
|
||
Operating margin
|
20.6
|
%
|
|
21.4
|
%
|
|
(80
|
)
|
bps
|
(In thousands)
|
2016
|
|
2015
|
|
Change
|
|
|||||
Net sales
|
$
|
520,009
|
|
|
$
|
423,915
|
|
|
23
|
%
|
|
Operating income
|
121,888
|
|
|
115,745
|
|
|
5
|
%
|
|
||
Operating margin
|
23.4
|
%
|
|
27.3
|
%
|
|
(390
|
)
|
bps
|
(In thousands)
|
2015
|
|
2014
|
|
Change
|
|
|||||
Net sales
|
$
|
2,020,668
|
|
|
$
|
2,147,767
|
|
|
(6
|
)%
|
|
Operating income
|
431,738
|
|
|
431,224
|
|
|
—
|
%
|
|
||
Operating margin
|
21.4
|
%
|
|
20.1
|
%
|
|
130
|
|
bps
|
(In thousands)
|
2015
|
|
2014
|
|
Change
|
|
|||||
Net sales
|
$
|
860,792
|
|
|
$
|
899,588
|
|
|
(4
|
)%
|
|
Operating income
|
204,506
|
|
|
216,886
|
|
|
(6
|
)%
|
|
||
Operating margin
|
23.8
|
%
|
|
24.1
|
%
|
|
(30
|
)
|
bps
|
(In thousands)
|
2015
|
|
2014
|
|
Change
|
|
|||||
Net sales
|
$
|
738,996
|
|
|
$
|
752,021
|
|
|
(2
|
)%
|
|
Operating income (loss)
|
157,948
|
|
|
152,999
|
|
|
3
|
%
|
|
||
Operating margin
|
21.4
|
%
|
|
20.3
|
%
|
|
110
|
|
bps
|
(In thousands)
|
2015
|
|
2014
|
|
Change
|
|
|||||
Net sales
|
$
|
423,915
|
|
|
$
|
502,749
|
|
|
(16
|
)%
|
|
Operating income
|
115,745
|
|
|
130,494
|
|
|
(11
|
)%
|
|
||
Operating margin
|
27.3
|
%
|
|
26.0
|
%
|
|
130
|
|
bps
|
Payments Due by Period
|
Total
|
|
Less
Than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More
Than
5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Borrowings
(1)
|
$
|
1,209,173
|
|
|
$
|
38,408
|
|
|
$
|
76,816
|
|
|
$
|
877,354
|
|
|
$
|
216,595
|
|
Operating lease obligations
|
73,157
|
|
|
16,923
|
|
|
23,759
|
|
|
13,369
|
|
|
19,106
|
|
|||||
Capital lease obligations
(2)
|
1,307
|
|
|
1,055
|
|
|
252
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
(3)
|
114,103
|
|
|
108,994
|
|
|
3,573
|
|
|
518
|
|
|
1,018
|
|
|||||
Pension and post-retirement obligations
|
108,761
|
|
|
14,394
|
|
|
20,897
|
|
|
21,420
|
|
|
52,050
|
|
|||||
Total contractual obligations
(4)
|
$
|
1,506,501
|
|
|
$
|
179,774
|
|
|
$
|
125,297
|
|
|
$
|
912,661
|
|
|
$
|
288,769
|
|
(1)
|
Includes interest payments based on contractual terms and current interest rates for variable debt.
|
(2)
|
Consists primarily of tangible personal property leases.
|
(3)
|
Consists primarily of inventory commitments.
|
(4)
|
Comprises liabilities recorded on the balance sheet of $1,110.5 million, and obligations not recorded on the balance sheet of $396.0 million.
|
Assumptions
|
|
2016
Range |
|
2015
Range |
Weighted average cost of capital
|
|
9.0% to 12.0%
|
|
9.5% to 13.0%
|
Market multiples
|
|
9.5x to 17.5x
|
|
7.5x to 14.0x
|
Terminal growth rates
|
|
3.0% to 3.5%
|
|
3.0% to 3.5%
|
/s/ DELOITTE & TOUCHE LLP
|
|
|
|
|
|
Chicago, Illinois
|
|
February 23, 2017
|
|
/s/ DELOITTE & TOUCHE LLP
|
|
|
|
|
|
Chicago, Illinois
|
|
February 23, 2017
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands except share and
per share amounts)
|
||||||
ASSETS
|
|||||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
235,964
|
|
|
$
|
328,018
|
|
Receivables — net
|
272,813
|
|
|
260,000
|
|
||
Inventories
|
252,859
|
|
|
239,124
|
|
||
Other current assets
|
61,085
|
|
|
35,542
|
|
||
Total current assets
|
822,721
|
|
|
862,684
|
|
||
Property, plant and equipment — net
|
247,816
|
|
|
240,945
|
|
||
Goodwill
|
1,632,592
|
|
|
1,396,529
|
|
||
Intangible assets — net
|
435,504
|
|
|
287,837
|
|
||
Other noncurrent assets
|
16,311
|
|
|
17,448
|
|
||
Total assets
|
$
|
3,154,944
|
|
|
$
|
2,805,443
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities
|
|
|
|
||||
Trade accounts payable
|
$
|
128,933
|
|
|
$
|
128,911
|
|
Accrued expenses
|
152,852
|
|
|
153,672
|
|
||
Short-term borrowings
|
1,046
|
|
|
1,087
|
|
||
Dividends payable
|
26,327
|
|
|
25,927
|
|
||
Total current liabilities
|
309,158
|
|
|
309,597
|
|
||
Long-term borrowings
|
1,014,235
|
|
|
839,707
|
|
||
Deferred income taxes
|
166,427
|
|
|
110,483
|
|
||
Other noncurrent liabilities
|
121,230
|
|
|
102,365
|
|
||
Total liabilities
|
1,611,050
|
|
|
1,362,152
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
||||
Preferred stock:
|
|
|
|
||||
Authorized: 5,000,000 shares, $.01 per share par value; Issued: none
|
—
|
|
|
—
|
|
||
Common stock:
|
|
|
|
||||
Authorized: 150,000,000 shares, $.01 per share par value; Issued: 90,200,951 shares at December 31, 2016 and 90,151,131 shares at December 31, 2015
|
902
|
|
|
902
|
|
||
Additional paid-in capital
|
697,213
|
|
|
679,623
|
|
||
Retained earnings
|
1,834,739
|
|
|
1,666,680
|
|
||
Treasury stock at cost: 13,760,266 shares at December 31, 2016 and 13,616,592 shares at December 31, 2015
|
(787,307
|
)
|
|
(757,416
|
)
|
||
Accumulated other comprehensive loss
|
(201,653
|
)
|
|
(146,498
|
)
|
||
Total shareholders’ equity
|
1,543,894
|
|
|
1,443,291
|
|
||
Total liabilities and shareholders’ equity
|
$
|
3,154,944
|
|
|
$
|
2,805,443
|
|
|
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands except per share amounts)
|
||||||||||
Net sales
|
$
|
2,113,043
|
|
|
$
|
2,020,668
|
|
|
$
|
2,147,767
|
|
Cost of sales
|
1,182,276
|
|
|
1,116,353
|
|
|
1,198,452
|
|
|||
Gross profit
|
930,767
|
|
|
904,315
|
|
|
949,315
|
|
|||
Selling, general and administrative expenses
|
498,994
|
|
|
479,408
|
|
|
504,419
|
|
|||
Loss (gain) on sale of businesses - net
|
22,298
|
|
|
(18,070
|
)
|
|
—
|
|
|||
Restructuring expenses
|
3,674
|
|
|
11,239
|
|
|
13,672
|
|
|||
Operating income
|
405,801
|
|
|
431,738
|
|
|
431,224
|
|
|||
Other (income) expense - net
|
(8,327
|
)
|
|
(2,243
|
)
|
|
(3,111
|
)
|
|||
Interest expense
|
45,616
|
|
|
41,636
|
|
|
41,895
|
|
|||
Income before income taxes
|
368,512
|
|
|
392,345
|
|
|
392,440
|
|
|||
Provision for income taxes
|
97,403
|
|
|
109,538
|
|
|
113,054
|
|
|||
Net income
|
$
|
271,109
|
|
|
$
|
282,807
|
|
|
$
|
279,386
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic earnings per common share
|
$
|
3.57
|
|
|
$
|
3.65
|
|
|
$
|
3.48
|
|
Diluted earnings per common share
|
$
|
3.53
|
|
|
$
|
3.62
|
|
|
$
|
3.45
|
|
Share data:
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
75,803
|
|
|
77,126
|
|
|
79,715
|
|
|||
Diluted weighted average common shares outstanding
|
76,758
|
|
|
77,972
|
|
|
80,728
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
271,109
|
|
|
$
|
282,807
|
|
|
$
|
279,386
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Reclassification adjustments for derivatives, net of tax
|
4,361
|
|
|
4,531
|
|
|
4,510
|
|
|||
Pension and other postretirement adjustments, net of tax
|
3,049
|
|
|
9,415
|
|
|
(16,459
|
)
|
|||
Foreign currency translation adjustments
|
|
|
|
|
|
||||||
Cumulative translation adjustment
|
(76,822
|
)
|
|
(63,441
|
)
|
|
(77,024
|
)
|
|||
Reclassification of foreign currency translation to earnings upon sale of businesses
|
14,257
|
|
|
(4,725
|
)
|
|
—
|
|
|||
Other comprehensive income (loss)
|
(55,155
|
)
|
|
(54,220
|
)
|
|
(88,973
|
)
|
|||
Comprehensive income
|
$
|
215,954
|
|
|
$
|
228,587
|
|
|
$
|
190,413
|
|
|
Common
Stock and
Additional
Paid-In Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
Shareholders’
Equity
|
||||||||||||||||||
|
Cumulative
Translation
Adjustment
|
|
Retirement
Benefits
Adjustments
|
|
Cumulative
Unrealized
Gain (Loss) on
Derivatives
|
|
|||||||||||||||||||||
|
(In thousands except share and per share amounts)
|
||||||||||||||||||||||||||
Balance, December 31, 2013
|
$
|
608,658
|
|
|
$
|
1,293,740
|
|
|
$
|
52,211
|
|
|
$
|
(23,857
|
)
|
|
$
|
(31,659
|
)
|
|
$
|
(326,104
|
)
|
|
$
|
1,572,989
|
|
Net income
|
—
|
|
|
279,386
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
279,386
|
|
|||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
(77,024
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,024
|
)
|
|||||||
Net change in retirement obligations (net of tax benefit of $6,852)
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,459
|
)
|
|
—
|
|
|
—
|
|
|
(16,459
|
)
|
|||||||
Net change on derivatives designated as cash flow hedges (net of tax of $2,713)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,510
|
|
|
—
|
|
|
4,510
|
|
|||||||
Issuance of 571,751 shares of common stock from issuance of unvested shares, exercise of stock options and deferred compensation plans (net of tax of $3,425)
|
23,195
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,195
|
|
|||||||
Repurchase of 2,970,461 shares of common stock
|
—
|
|
|
|
|
|
|
|
|
|
|
(222,487
|
)
|
|
(222,487
|
)
|
|||||||||||
Share-based compensation
|
16,598
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,598
|
|
|||||||
Unvested shares surrendered for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,952
|
)
|
|
(4,952
|
)
|
|||||||
Cash dividends declared — $1.12 per common share outstanding
|
—
|
|
|
(89,305
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,305
|
)
|
|||||||
Balance, December 31, 2014
|
$
|
648,451
|
|
|
$
|
1,483,821
|
|
|
$
|
(24,813
|
)
|
|
$
|
(40,316
|
)
|
|
$
|
(27,149
|
)
|
|
$
|
(553,543
|
)
|
|
$
|
1,486,451
|
|
Net income
|
—
|
|
|
282,807
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
282,807
|
|
|||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
(68,166
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68,166
|
)
|
|||||||
Net change in retirement obligations (net of tax of $3,842)
|
—
|
|
|
—
|
|
|
—
|
|
|
9,415
|
|
|
—
|
|
|
—
|
|
|
9,415
|
|
|||||||
Net change on derivatives designated as cash flow hedges (net of tax of $2,499)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,531
|
|
|
—
|
|
|
4,531
|
|
|||||||
Issuance of 685,501 shares of common stock from issuance of unvested shares, exercise of stock options and deferred compensation plans (net of tax of $3,794)
|
14,545
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,937
|
|
|
24,482
|
|
|||||||
Repurchase of 2,811,002 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(210,551
|
)
|
|
(210,551
|
)
|
|||||||
Share-based compensation
|
17,529
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,529
|
|
|||||||
Unvested shares surrendered for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,259
|
)
|
|
(3,259
|
)
|
|||||||
Cash dividends declared — $1.28 per common share outstanding
|
—
|
|
|
(99,948
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99,948
|
)
|
|||||||
Balance, December 31, 2015
|
$
|
680,525
|
|
|
$
|
1,666,680
|
|
|
$
|
(92,979
|
)
|
|
$
|
(30,901
|
)
|
|
$
|
(22,618
|
)
|
|
$
|
(757,416
|
)
|
|
$
|
1,443,291
|
|
Net income
|
—
|
|
|
271,109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
271,109
|
|
|||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
(62,565
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,565
|
)
|
|||||||
Net change in retirement obligations (net of tax of $2,107)
|
—
|
|
|
—
|
|
|
—
|
|
|
3,049
|
|
|
—
|
|
|
—
|
|
|
3,049
|
|
|||||||
Net change on derivatives designated as cash flow hedges (net of tax of $2,490)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,361
|
|
|
—
|
|
|
4,361
|
|
|||||||
Issuance of 594,919 shares of common stock from issuance of unvested shares, performance share units and exercise of stock options (net of tax of $5,305)
|
253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,987
|
|
|
30,240
|
|
|||||||
Repurchase of 738,593 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,950
|
)
|
|
(54,950
|
)
|
|||||||
Share-based compensation
|
17,337
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,337
|
|
|||||||
Unvested shares surrendered for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,928
|
)
|
|
(4,928
|
)
|
|||||||
Cash dividends declared — $1.36 per common share outstanding
|
—
|
|
|
(103,050
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103,050
|
)
|
|||||||
Balance, December 31, 2016
|
$
|
698,115
|
|
|
$
|
1,834,739
|
|
|
$
|
(155,544
|
)
|
|
$
|
(27,852
|
)
|
|
$
|
(18,257
|
)
|
|
$
|
(787,307
|
)
|
|
$
|
1,543,894
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
271,109
|
|
|
$
|
282,807
|
|
|
$
|
279,386
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Loss (gain) on sale of fixed assets
|
(28
|
)
|
|
(114
|
)
|
|
(351
|
)
|
|||
Loss (gain) on sale of businesses - net
|
22,298
|
|
|
(18,070
|
)
|
|
—
|
|
|||
Asset impairments
|
205
|
|
|
795
|
|
|
2,473
|
|
|||
Depreciation and amortization
|
37,854
|
|
|
35,694
|
|
|
33,720
|
|
|||
Amortization of intangible assets
|
49,038
|
|
|
42,426
|
|
|
43,187
|
|
|||
Amortization of debt issuance expenses
|
1,295
|
|
|
1,612
|
|
|
1,723
|
|
|||
Share-based compensation expense
|
20,326
|
|
|
20,048
|
|
|
20,717
|
|
|||
Deferred income taxes
|
(17,308
|
)
|
|
(339
|
)
|
|
(8,593
|
)
|
|||
Excess tax benefit from share-based compensation
|
—
|
|
|
(5,265
|
)
|
|
(6,275
|
)
|
|||
Non-cash interest expense associated with forward starting swaps
|
6,851
|
|
|
7,030
|
|
|
7,223
|
|
|||
Pension settlement
|
3,554
|
|
|
—
|
|
|
—
|
|
|||
Changes in (net of the effect from acquisitions and divestitures):
|
|
|
|
|
|
||||||
Receivables
|
302
|
|
|
8,832
|
|
|
(11,110
|
)
|
|||
Inventories
|
32,747
|
|
|
4,557
|
|
|
(7,821
|
)
|
|||
Other current assets
|
(22,006
|
)
|
|
(2,728
|
)
|
|
(5,201
|
)
|
|||
Trade accounts payable
|
73
|
|
|
(2,828
|
)
|
|
(2,466
|
)
|
|||
Accrued expenses
|
(5,470
|
)
|
|
(16,672
|
)
|
|
23,760
|
|
|||
Other — net
|
(923
|
)
|
|
2,536
|
|
|
(2,411
|
)
|
|||
Net cash flows provided by operating activities
|
399,917
|
|
|
360,321
|
|
|
367,961
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(38,242
|
)
|
|
(43,776
|
)
|
|
(47,997
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(510,001
|
)
|
|
(195,013
|
)
|
|
(25,443
|
)
|
|||
Proceeds from fixed asset disposals
|
49
|
|
|
894
|
|
|
1,460
|
|
|||
Proceeds from sale of businesses, net of cash sold
|
39,064
|
|
|
27,677
|
|
|
—
|
|
|||
Other — net
|
(69
|
)
|
|
(273
|
)
|
|
(280
|
)
|
|||
Net cash flows (used in) investing activities
|
(509,199
|
)
|
|
(210,491
|
)
|
|
(72,260
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Borrowings under revolving credit facilities
|
501,529
|
|
|
414,032
|
|
|
165,014
|
|
|||
Proceeds from issuance of 3.20% Senior Notes
|
100,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of 3.37% Senior Notes
|
100,000
|
|
|
—
|
|
|
—
|
|
|||
Payment of 2.58% Senior Euro Notes
|
—
|
|
|
(88,420
|
)
|
|
—
|
|
|||
Payments under revolving credit facilities
|
(520,125
|
)
|
|
(333,630
|
)
|
|
(61,951
|
)
|
|||
Debt issuance costs
|
(246
|
)
|
|
(1,739
|
)
|
|
—
|
|
|||
Dividends paid
|
(102,650
|
)
|
|
(96,172
|
)
|
|
(85,726
|
)
|
|||
Proceeds from stock option exercises
|
30,240
|
|
|
19,217
|
|
|
17,161
|
|
|||
Excess tax benefit from share-based compensation
|
—
|
|
|
5,265
|
|
|
6,275
|
|
|||
Purchases of common stock
|
(57,272
|
)
|
|
(210,822
|
)
|
|
(219,893
|
)
|
|||
Unvested shares surrendered for tax withholding
|
(4,928
|
)
|
|
(3,259
|
)
|
|
(4,952
|
)
|
|||
Net cash flows provided by (used in) financing activities
|
46,548
|
|
|
(295,528
|
)
|
|
(184,072
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(29,320
|
)
|
|
(35,421
|
)
|
|
(42,121
|
)
|
|||
Net increase (decrease) in cash
|
(92,054
|
)
|
|
(181,119
|
)
|
|
69,508
|
|
|||
Cash and cash equivalents at beginning of year
|
328,018
|
|
|
509,137
|
|
|
439,629
|
|
|||
Cash and cash equivalents at end of period
|
$
|
235,964
|
|
|
$
|
328,018
|
|
|
$
|
509,137
|
|
Supplemental cash flow information
|
|
|
|
|
|
||||||
Cash paid for:
|
|
|
|
|
|
||||||
Interest
|
$
|
37,067
|
|
|
$
|
33,502
|
|
|
$
|
32,565
|
|
Income taxes
|
109,399
|
|
|
112,613
|
|
|
122,295
|
|
|||
Significant non-cash activities:
|
|
|
|
|
|
||||||
Contingent consideration for acquisition
|
—
|
|
|
4,705
|
|
|
—
|
|
|
2016
|
|
2015
|
|
2014
|
|||
|
(In thousands)
|
|||||||
Basic weighted average common shares outstanding
|
75,803
|
|
|
77,126
|
|
|
79,715
|
|
Dilutive effect of stock options, restricted stock, performance share units and DCUs
|
955
|
|
|
846
|
|
|
1,013
|
|
Diluted weighted average common shares outstanding
|
76,758
|
|
|
77,972
|
|
|
80,728
|
|
Patents
|
5 to 17 years
|
Trade names
|
10 to 20 years
|
Customer relationships
|
6 to 20 years
|
Unpatented technology and other
|
6 to 20 years
|
•
|
The Company recorded a tax benefit of
$6.8 million
within Provision for income taxes for the year ended
December 31, 2016
, related to the excess tax benefit on stock options, restricted stock and performance share units. Prior to adoption this amount would have been recorded as a reduction of additional paid-in capital. The adoption of this standard could create volatility in the Company’s effective tax rate going forward.
|
•
|
The Company elected not to change our policy on accounting for forfeitures and continued to estimate the total number of awards for which the requisite service period will not be rendered.
|
•
|
The Company no longer reclassifies the excess tax benefit from operating activities to financing activities in the statement of cash flows.
|
•
|
The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of our diluted earnings per share for the year ended
December 31, 2016
. This increased our diluted weighted average common shares outstanding by
127 thousand
shares for the year ended
December 31, 2016
.
|
|
|
Akron Brass
|
|
AWG Fittings
|
|
SFC Koenig
|
|
Total
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
|
$
|
14,523
|
|
|
$
|
5,952
|
|
|
$
|
9,425
|
|
|
$
|
29,900
|
|
Inventory
|
|
29,157
|
|
|
11,766
|
|
|
21,247
|
|
|
62,170
|
|
||||
Other assets, net of cash acquired
|
|
446
|
|
|
565
|
|
|
4,501
|
|
|
5,512
|
|
||||
Property, plant and equipment
|
|
12,195
|
|
|
6,847
|
|
|
5,125
|
|
|
24,167
|
|
||||
Goodwill
|
|
124,643
|
|
|
22,031
|
|
|
143,719
|
|
|
290,393
|
|
||||
Intangible assets
|
|
90,400
|
|
|
10,279
|
|
|
116,998
|
|
|
217,677
|
|
||||
Deferred income taxes
|
|
—
|
|
|
3,515
|
|
|
—
|
|
|
3,515
|
|
||||
Total assets acquired
|
|
271,364
|
|
|
60,955
|
|
|
301,015
|
|
|
633,334
|
|
||||
Current liabilities
|
|
(7,081
|
)
|
|
(5,017
|
)
|
|
(10,088
|
)
|
|
(22,186
|
)
|
||||
Deferred income taxes
|
|
(36,439
|
)
|
|
—
|
|
|
(41,370
|
)
|
|
(77,809
|
)
|
||||
Other noncurrent liabilities
|
|
(6,445
|
)
|
|
(8,444
|
)
|
|
(8,449
|
)
|
|
(23,338
|
)
|
||||
Net assets acquired
|
|
$
|
221,399
|
|
|
$
|
47,494
|
|
|
$
|
241,108
|
|
|
$
|
510,001
|
|
(In thousands, except weighted average life)
|
Total
|
|
Weighted Average Life
|
||
Trade names
|
$
|
14,078
|
|
|
15
|
Customer relationships
|
134,519
|
|
|
13
|
|
Unpatented technology
|
40,280
|
|
|
13
|
|
Amortized intangible assets
|
188,877
|
|
|
|
|
Indefinite lived - Akron Brass trade name
|
28,800
|
|
|
|
|
Total acquired intangible assets
|
$
|
217,677
|
|
|
|
|
Novotema
|
|
Alfa Valvole
|
|
CPS
|
|
Other
|
|
Total
|
||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable
|
$
|
8,029
|
|
|
$
|
13,487
|
|
|
$
|
945
|
|
|
$
|
—
|
|
|
$
|
22,461
|
|
Inventory
|
2,886
|
|
|
11,036
|
|
|
442
|
|
|
1,102
|
|
|
15,466
|
|
|||||
Other assets, net of cash acquired
|
1,866
|
|
|
3,367
|
|
|
79
|
|
|
—
|
|
|
5,312
|
|
|||||
Property, plant and equipment
|
11,844
|
|
|
8,395
|
|
|
1,105
|
|
|
—
|
|
|
21,344
|
|
|||||
Goodwill
|
34,316
|
|
|
69,568
|
|
|
9,739
|
|
|
748
|
|
|
114,371
|
|
|||||
Intangible assets
|
20,011
|
|
|
32,058
|
|
|
12,290
|
|
|
—
|
|
|
64,359
|
|
|||||
Total assets acquired
|
78,952
|
|
|
137,911
|
|
|
24,600
|
|
|
1,850
|
|
|
243,313
|
|
|||||
Current liabilities
|
(7,760
|
)
|
|
(11,279
|
)
|
|
(420
|
)
|
|
—
|
|
|
(19,459
|
)
|
|||||
Deferred income taxes
|
(7,803
|
)
|
|
(12,622
|
)
|
|
—
|
|
|
—
|
|
|
(20,425
|
)
|
|||||
Other noncurrent liabilities
|
(2,291
|
)
|
|
(1,420
|
)
|
|
—
|
|
|
—
|
|
|
(3,711
|
)
|
|||||
Net assets acquired
|
$
|
61,098
|
|
|
$
|
112,590
|
|
|
$
|
24,180
|
|
|
$
|
1,850
|
|
|
$
|
199,718
|
|
(In thousands, except weighted average life)
|
Total
|
|
Weighted
Average
Life
|
||
Trade names
|
$
|
9,247
|
|
|
15
|
Customer relationships
|
44,401
|
|
|
12
|
|
Unpatented technology
|
10,711
|
|
|
8
|
|
Total acquired intangible assets
|
$
|
64,359
|
|
|
|
(In thousands, except weighted average life)
|
Total
|
|
Weighted
Average
Life
|
||
Trade names
|
$
|
3,304
|
|
|
15
|
Customer relationships
|
4,393
|
|
|
14
|
|
Unpatented technology
|
1,073
|
|
|
8
|
|
Total acquired intangible assets
|
$
|
8,770
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
RECEIVABLES
|
|
|
|
||||
Customers
|
$
|
275,250
|
|
|
$
|
262,304
|
|
Other
|
5,641
|
|
|
5,508
|
|
||
Total
|
280,891
|
|
|
267,812
|
|
||
Less allowance for doubtful accounts
|
8,078
|
|
|
7,812
|
|
||
Total receivables — net
|
$
|
272,813
|
|
|
$
|
260,000
|
|
INVENTORIES
|
|
|
|
||||
Raw materials and components parts
|
$
|
154,278
|
|
|
$
|
141,671
|
|
Work in process
|
34,832
|
|
|
32,387
|
|
||
Finished goods
|
63,749
|
|
|
65,066
|
|
||
Total
|
$
|
252,859
|
|
|
$
|
239,124
|
|
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
||||
Land and improvements
|
$
|
33,883
|
|
|
$
|
34,343
|
|
Buildings and improvements
|
169,261
|
|
|
157,946
|
|
||
Machinery, equipment and other
|
328,779
|
|
|
331,146
|
|
||
Office and transportation equipment
|
98,355
|
|
|
97,250
|
|
||
Construction in progress
|
10,373
|
|
|
13,377
|
|
||
Total
|
640,651
|
|
|
634,062
|
|
||
Less accumulated depreciation and amortization
|
392,835
|
|
|
393,117
|
|
||
Total property, plant and equipment — net
|
$
|
247,816
|
|
|
$
|
240,945
|
|
ACCRUED EXPENSES
|
|
|
|
||||
Payroll and related items
|
$
|
67,600
|
|
|
$
|
67,209
|
|
Management incentive compensation
|
16,339
|
|
|
12,599
|
|
||
Income taxes payable
|
8,808
|
|
|
3,836
|
|
||
Insurance
|
9,416
|
|
|
9,505
|
|
||
Warranty
|
5,628
|
|
|
7,936
|
|
||
Deferred revenue
|
12,607
|
|
|
9,885
|
|
||
Restructuring
|
3,893
|
|
|
6,636
|
|
||
Liability for uncertain tax positions
|
1,366
|
|
|
3,498
|
|
||
Accrued interest
|
1,663
|
|
|
1,230
|
|
||
Contingent consideration for acquisition
|
—
|
|
|
4,705
|
|
||
Other
|
25,532
|
|
|
26,633
|
|
||
Total accrued expenses
|
$
|
152,852
|
|
|
$
|
153,672
|
|
OTHER NONCURRENT LIABILITIES
|
|
|
|
||||
Pension and retiree medical obligations
|
$
|
93,604
|
|
|
$
|
76,190
|
|
Liability for uncertain tax positions
|
2,623
|
|
|
4,252
|
|
||
Deferred revenue
|
2,442
|
|
|
3,763
|
|
||
Other
|
22,561
|
|
|
18,160
|
|
||
Total other noncurrent liabilities
|
$
|
121,230
|
|
|
$
|
102,365
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS
(1)
|
|
||||||||||
Beginning balance January 1
|
$
|
7,812
|
|
|
$
|
6,961
|
|
|
$
|
5,841
|
|
Charged to costs and expenses, net of recoveries
|
1,425
|
|
|
1,556
|
|
|
2,643
|
|
|||
Utilization
|
(1,585
|
)
|
|
(1,009
|
)
|
|
(1,195
|
)
|
|||
Currency translation and other
|
426
|
|
|
304
|
|
|
(328
|
)
|
|||
Ending balance December 31
|
$
|
8,078
|
|
|
$
|
7,812
|
|
|
$
|
6,961
|
|
(1)
|
Includes provision for doubtful accounts, sales returns and sales discounts granted to customers.
|
|
Fluid &
Metering
Technologies
|
|
Health &
Science
Technologies
|
|
Fire & Safety/
Diversified
Products
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Goodwill
|
$
|
544,870
|
|
|
$
|
713,285
|
|
|
$
|
263,753
|
|
|
$
|
1,521,908
|
|
Accumulated goodwill impairment losses
|
(20,721
|
)
|
|
(149,820
|
)
|
|
(30,090
|
)
|
|
(200,631
|
)
|
||||
Balance at January 1, 2015
|
524,149
|
|
|
563,465
|
|
|
233,663
|
|
|
1,321,277
|
|
||||
Foreign currency translation
|
(11,318
|
)
|
|
(6,155
|
)
|
|
(12,509
|
)
|
|
(29,982
|
)
|
||||
Acquisitions
|
71,939
|
|
|
43,508
|
|
|
—
|
|
|
115,447
|
|
||||
Disposition of businesses
|
—
|
|
|
(10,213
|
)
|
|
—
|
|
|
(10,213
|
)
|
||||
Balance at December 31, 2015
|
584,770
|
|
|
590,605
|
|
|
221,154
|
|
|
1,396,529
|
|
||||
Foreign currency translation
|
(5,951
|
)
|
|
(23,559
|
)
|
|
(7,972
|
)
|
|
(37,482
|
)
|
||||
Acquisitions
|
—
|
|
|
143,719
|
|
|
146,674
|
|
|
290,393
|
|
||||
Disposition of businesses
|
(3,759
|
)
|
|
(12,013
|
)
|
|
—
|
|
|
(15,772
|
)
|
||||
Acquisition adjustments
|
(1,623
|
)
|
|
547
|
|
|
—
|
|
|
(1,076
|
)
|
||||
Balance at December 31, 2016
|
$
|
573,437
|
|
|
$
|
699,299
|
|
|
$
|
359,856
|
|
|
$
|
1,632,592
|
|
|
At December 31, 2016
|
|
|
|
At December 31, 2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Weighted
Average
Life
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
||||||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patents
|
$
|
9,856
|
|
|
$
|
(6,635
|
)
|
|
$
|
3,221
|
|
|
11
|
|
$
|
10,202
|
|
|
$
|
(6,175
|
)
|
|
$
|
4,027
|
|
Trade names
|
113,428
|
|
|
(42,653
|
)
|
|
70,775
|
|
|
16
|
|
110,658
|
|
|
(38,696
|
)
|
|
71,962
|
|
||||||
Customer relationships
|
369,087
|
|
|
(161,065
|
)
|
|
208,022
|
|
|
12
|
|
257,071
|
|
|
(144,134
|
)
|
|
112,937
|
|
||||||
Non-compete agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
794
|
|
|
(775
|
)
|
|
19
|
|
||||||
Unpatented technology
|
106,747
|
|
|
(44,516
|
)
|
|
62,231
|
|
|
12
|
|
78,562
|
|
|
(42,745
|
)
|
|
35,817
|
|
||||||
Other
|
6,527
|
|
|
(6,172
|
)
|
|
355
|
|
|
10
|
|
6,554
|
|
|
(5,579
|
)
|
|
975
|
|
||||||
Total amortized intangible assets
|
605,645
|
|
|
(261,041
|
)
|
|
344,604
|
|
|
|
|
463,841
|
|
|
(238,104
|
)
|
|
225,737
|
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Banjo trade name
|
62,100
|
|
|
—
|
|
|
62,100
|
|
|
|
|
62,100
|
|
|
—
|
|
|
62,100
|
|
||||||
Akron Brass trade name
|
28,800
|
|
|
—
|
|
|
28,800
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total intangible assets
|
$
|
696,545
|
|
|
$
|
(261,041
|
)
|
|
$
|
435,504
|
|
|
|
|
$
|
525,941
|
|
|
$
|
(238,104
|
)
|
|
$
|
287,837
|
|
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Revolving Facility
|
$
|
169,579
|
|
|
$
|
195,000
|
|
4.5% Senior Notes, due December 2020
|
300,000
|
|
|
300,000
|
|
||
4.2% Senior Notes, due December 2021
|
350,000
|
|
|
350,000
|
|
||
3.2% Senior Notes, due June 2023
|
100,000
|
|
|
—
|
|
||
3.37% Senior Notes, due June 2025
|
100,000
|
|
|
—
|
|
||
Other borrowings
|
1,294
|
|
|
2,436
|
|
||
Total borrowings
|
1,020,873
|
|
|
847,436
|
|
||
Less current portion
|
1,046
|
|
|
1,087
|
|
||
Less deferred debt issuance costs
|
4,399
|
|
|
5,203
|
|
||
Less unaccreted debt discount
|
1,193
|
|
|
1,439
|
|
||
Total long-term borrowings
|
$
|
1,014,235
|
|
|
$
|
839,707
|
|
(In thousands)
|
|
||
2017
|
$
|
1,046
|
|
2018
|
239
|
|
|
2019
|
9
|
|
|
2020
|
469,579
|
|
|
2021
|
350,000
|
|
|
Thereafter
|
200,000
|
|
|
Total borrowings
|
$
|
1,020,873
|
|
•
|
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
•
|
Level 2: Inputs, other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
|
•
|
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
|
|
Basis of Fair Value Measurements
|
||||||||||||||
|
Balance at December 31, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(In thousands)
|
||||||||||||||
Available for sale securities
|
$
|
5,369
|
|
|
$
|
5,369
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Basis of Fair Value Measurements
|
||||||||||||||
|
Balance at December 31, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(In thousands)
|
||||||||||||||
Money market investments
|
$
|
21,931
|
|
|
$
|
21,931
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available for sale securities
|
4,794
|
|
|
4,794
|
|
|
—
|
|
|
—
|
|
||||
Contingent consideration
|
(4,705
|
)
|
|
—
|
|
|
—
|
|
|
(4,705
|
)
|
|
Operating
|
|
Capital
|
||||
|
(In thousands)
|
||||||
2017
|
$
|
16,923
|
|
|
$
|
1,055
|
|
2018
|
14,238
|
|
|
243
|
|
||
2019
|
9,521
|
|
|
9
|
|
||
2020
|
7,668
|
|
|
—
|
|
||
2021
|
5,701
|
|
|
—
|
|
||
2022 and thereafter
|
19,106
|
|
|
—
|
|
||
|
$
|
73,157
|
|
|
$
|
1,307
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Beginning balance January 1
|
$
|
7,936
|
|
|
$
|
7,196
|
|
|
$
|
4,888
|
|
Provision for warranties
|
1,828
|
|
|
4,788
|
|
|
6,220
|
|
|||
Claim settlements
|
(3,539
|
)
|
|
(3,864
|
)
|
|
(3,823
|
)
|
|||
Other adjustments, including acquisitions, divestitures and currency translation
|
(597
|
)
|
|
(184
|
)
|
|
(89
|
)
|
|||
Ending balance December 31
|
$
|
5,628
|
|
|
$
|
7,936
|
|
|
$
|
7,196
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
265,260
|
|
|
$
|
285,399
|
|
|
$
|
275,334
|
|
Foreign
|
103,252
|
|
|
106,946
|
|
|
117,106
|
|
|||
Total
|
$
|
368,512
|
|
|
$
|
392,345
|
|
|
$
|
392,440
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
U.S.
|
$
|
67,668
|
|
|
$
|
73,059
|
|
|
$
|
77,454
|
|
State and local
|
4,503
|
|
|
6,188
|
|
|
7,133
|
|
|||
Foreign
|
42,540
|
|
|
30,630
|
|
|
37,060
|
|
|||
Total current
|
114,711
|
|
|
109,877
|
|
|
121,647
|
|
|||
Deferred
|
|
|
|
|
|
||||||
U.S.
|
(6,249
|
)
|
|
7,125
|
|
|
(3,176
|
)
|
|||
State and local
|
(331
|
)
|
|
(1,017
|
)
|
|
(1,708
|
)
|
|||
Foreign
|
(10,728
|
)
|
|
(6,447
|
)
|
|
(3,709
|
)
|
|||
Total deferred
|
(17,308
|
)
|
|
(339
|
)
|
|
(8,593
|
)
|
|||
Total provision for income taxes
|
$
|
97,403
|
|
|
$
|
109,538
|
|
|
$
|
113,054
|
|
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Employee and retiree benefit plans
|
$
|
42,950
|
|
|
$
|
37,393
|
|
Capital loss carryforwards
|
18,668
|
|
|
—
|
|
||
Depreciation and amortization
|
(238,321
|
)
|
|
(185,321
|
)
|
||
Inventories
|
11,519
|
|
|
12,615
|
|
||
Allowances and accruals
|
9,338
|
|
|
12,528
|
|
||
Interest rate exchange agreement
|
10,442
|
|
|
12,948
|
|
||
Other
|
(90
|
)
|
|
2,800
|
|
||
Total gross deferred tax (liabilities)
|
(145,494
|
)
|
|
(107,037
|
)
|
||
Capital loss valuation allowance
|
(18,668
|
)
|
|
—
|
|
||
Total deferred tax (liabilities), net of valuation allowances
|
$
|
(164,162
|
)
|
|
$
|
(107,037
|
)
|
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Noncurrent deferred tax asset — Other noncurrent assets
|
$
|
2,265
|
|
|
$
|
3,446
|
|
Noncurrent deferred tax liabilities — Deferred income taxes
|
(166,427
|
)
|
|
(110,483
|
)
|
||
Net deferred tax liabilities
|
$
|
(164,162
|
)
|
|
$
|
(107,037
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Pretax income
|
$
|
368,512
|
|
|
$
|
392,345
|
|
|
$
|
392,440
|
|
Provision for income taxes
|
|
|
|
|
|
||||||
Computed amount at statutory rate of 35%
|
$
|
128,979
|
|
|
$
|
137,321
|
|
|
$
|
137,354
|
|
State and local income tax (net of federal tax benefit)
|
4,070
|
|
|
5,033
|
|
|
4,875
|
|
|||
Taxes on non-U.S. earnings-net of foreign tax credits
|
(6,666
|
)
|
|
(11,663
|
)
|
|
(9,378
|
)
|
|||
Effect of flow-through entities
|
(8,735
|
)
|
|
(8,358
|
)
|
|
(9,018
|
)
|
|||
U.S. business tax credits
|
(1,665
|
)
|
|
(1,273
|
)
|
|
(1,680
|
)
|
|||
Domestic activities production deduction
|
(9,043
|
)
|
|
(6,521
|
)
|
|
(7,489
|
)
|
|||
Deferred tax effect of foreign tax rate change
|
—
|
|
|
(2,636
|
)
|
|
—
|
|
|||
Capital loss on divestitures
|
(23,444
|
)
|
|
—
|
|
|
—
|
|
|||
Valuation allowance
|
17,973
|
|
|
—
|
|
|
—
|
|
|||
Share-based payments
|
(6,520
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
2,454
|
|
|
(2,365
|
)
|
|
(1,610
|
)
|
|||
Total provision for income taxes
|
$
|
97,403
|
|
|
$
|
109,538
|
|
|
$
|
113,054
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Beginning balance January 1
|
$
|
7,228
|
|
|
$
|
3,619
|
|
|
$
|
5,124
|
|
Gross increase due to non-U.S. acquisitions
|
—
|
|
|
3,772
|
|
|
—
|
|
|||
Gross increases for tax positions of prior years
|
201
|
|
|
1,256
|
|
|
834
|
|
|||
Gross decreases for tax positions of prior years
|
(93
|
)
|
|
—
|
|
|
(51
|
)
|
|||
Settlements
|
(2,014
|
)
|
|
(667
|
)
|
|
(2,057
|
)
|
|||
Lapse of statute of limitations
|
(1,547
|
)
|
|
(752
|
)
|
|
(231
|
)
|
|||
Ending balance December 31
|
$
|
3,775
|
|
|
$
|
7,228
|
|
|
$
|
3,619
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
NET SALES
|
|
|
|
|
|
||||||
Fluid & Metering Technologies
|
|
|
|
|
|
||||||
External customers
|
$
|
848,708
|
|
|
$
|
859,945
|
|
|
$
|
898,530
|
|
Intersegment sales
|
393
|
|
|
847
|
|
|
1,058
|
|
|||
Total segment sales
|
849,101
|
|
|
860,792
|
|
|
899,588
|
|
|||
Health & Science Technologies
|
|
|
|
|
|
||||||
External customers
|
744,380
|
|
|
737,011
|
|
|
747,186
|
|
|||
Intersegment sales
|
429
|
|
|
1,985
|
|
|
4,835
|
|
|||
Total segment sales
|
744,809
|
|
|
738,996
|
|
|
752,021
|
|
|||
Fire & Safety/Diversified Products
|
|
|
|
|
|
||||||
External customers
|
519,955
|
|
|
423,712
|
|
|
502,051
|
|
|||
Intersegment sales
|
54
|
|
|
203
|
|
|
698
|
|
|||
Total segment sales
|
520,009
|
|
|
423,915
|
|
|
502,749
|
|
|||
Intersegment eliminations
|
(876
|
)
|
|
(3,035
|
)
|
|
(6,591
|
)
|
|||
Total net sales
|
$
|
2,113,043
|
|
|
$
|
2,020,668
|
|
|
$
|
2,147,767
|
|
OPERATING INCOME (LOSS)
(1)
|
|
|
|
|
|
||||||
Fluid & Metering Technologies
|
$
|
214,242
|
|
|
$
|
204,506
|
|
|
$
|
216,886
|
|
Health & Science Technologies
|
153,722
|
|
|
157,948
|
|
|
152,999
|
|
|||
Fire & Safety/Diversified Products
|
121,888
|
|
|
115,745
|
|
|
130,494
|
|
|||
Corporate office
(2)
|
(84,051
|
)
|
|
(46,461
|
)
|
|
(69,155
|
)
|
|||
Total operating income
|
405,801
|
|
|
431,738
|
|
|
431,224
|
|
|||
Interest expense
|
45,616
|
|
|
41,636
|
|
|
41,895
|
|
|||
Other (income) expense - net
|
(8,327
|
)
|
|
(2,243
|
)
|
|
(3,111
|
)
|
|||
Income before taxes
|
$
|
368,512
|
|
|
$
|
392,345
|
|
|
$
|
392,440
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Fluid & Metering Technologies
|
$
|
1,065,670
|
|
|
$
|
1,125,266
|
|
|
$
|
1,026,238
|
|
Health & Science Technologies
|
1,266,036
|
|
|
1,108,302
|
|
|
1,101,155
|
|
|||
Fire & Safety/Diversified Products
|
705,735
|
|
|
448,867
|
|
|
510,841
|
|
|||
Corporate office
(3)
|
117,503
|
|
|
123,008
|
|
|
265,229
|
|
|||
Total assets
|
$
|
3,154,944
|
|
|
$
|
2,805,443
|
|
|
$
|
2,903,463
|
|
DEPRECIATION AND AMORTIZATION
(4)
|
|
|
|
|
|
||||||
Fluid & Metering Technologies
|
$
|
28,458
|
|
|
$
|
27,662
|
|
|
$
|
26,453
|
|
Health & Science Technologies
|
45,298
|
|
|
42,827
|
|
|
42,478
|
|
|||
Fire & Safety/Diversified Products
|
11,956
|
|
|
6,051
|
|
|
6,583
|
|
|||
Corporate office and other
|
1,180
|
|
|
1,580
|
|
|
1,393
|
|
|||
Total depreciation and amortization
|
$
|
86,892
|
|
|
$
|
78,120
|
|
|
$
|
76,907
|
|
CAPITAL EXPENDITURES
|
|
|
|
|
|
||||||
Fluid & Metering Technologies
|
$
|
16,389
|
|
|
$
|
22,846
|
|
|
$
|
18,215
|
|
Health & Science Technologies
|
15,665
|
|
|
13,104
|
|
|
19,161
|
|
|||
Fire & Safety/Diversified Products
|
5,945
|
|
|
5,804
|
|
|
6,761
|
|
|||
Corporate office and other
|
243
|
|
|
2,022
|
|
|
3,860
|
|
|||
Total capital expenditures
|
$
|
38,242
|
|
|
$
|
43,776
|
|
|
$
|
47,997
|
|
(1)
|
Segment operating income (loss) excludes net unallocated corporate operating expenses.
|
(2)
|
2016 includes a
$22.3 million
loss on the sale of businesses - net and 2015 includes an
$18.1 million
gain on the sale of a business.
|
(3)
|
2014 balance has been reclassified to conform to the current presentation for ASU 2015-03.
|
(4)
|
Excludes amortization of debt issuance expenses.
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
NET SALES
|
|
|
|
|
|
||||||
U.S.
|
$
|
1,067,333
|
|
|
$
|
1,015,277
|
|
|
$
|
1,068,758
|
|
North America, excluding U.S.
|
84,836
|
|
|
85,852
|
|
|
95,917
|
|
|||
Europe
|
517,179
|
|
|
490,435
|
|
|
527,975
|
|
|||
Asia
|
340,624
|
|
|
325,507
|
|
|
337,668
|
|
|||
Other
|
103,071
|
|
|
103,597
|
|
|
117,449
|
|
|||
Total net sales
|
$
|
2,113,043
|
|
|
$
|
2,020,668
|
|
|
$
|
2,147,767
|
|
LONG-LIVED ASSETS — PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
|
||||||
U.S.
|
$
|
152,504
|
|
|
$
|
144,508
|
|
|
$
|
139,702
|
|
North America, excluding U.S.
|
1,533
|
|
|
643
|
|
|
814
|
|
|||
Europe
|
71,681
|
|
|
69,082
|
|
|
54,088
|
|
|||
Asia
|
21,793
|
|
|
26,498
|
|
|
24,912
|
|
|||
Other
|
305
|
|
|
214
|
|
|
27
|
|
|||
Total long-lived assets — net
|
$
|
247,816
|
|
|
$
|
240,945
|
|
|
$
|
219,543
|
|
|
Total Restructuring Costs
|
||
|
(In thousands)
|
||
Fluid & Metering Technologies
|
$
|
932
|
|
Health & Science Technologies
|
1,117
|
|
|
Fire & Safety/Diversified Products
|
1,425
|
|
|
Corporate/Other
|
200
|
|
|
Total restructuring costs
|
$
|
3,674
|
|
|
Total Restructuring Costs
|
||
|
(In thousands)
|
||
Fluid & Metering Technologies
|
$
|
7,090
|
|
Health & Science Technologies
|
3,408
|
|
|
Fire & Safety/Diversified Products
|
576
|
|
|
Corporate/Other
|
165
|
|
|
Total restructuring costs
|
$
|
11,239
|
|
|
Severance Costs
|
|
Exit Costs and Asset Impairments
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Fluid & Metering Technologies
|
$
|
6,413
|
|
|
$
|
—
|
|
|
$
|
6,413
|
|
Health & Science Technologies
|
3,520
|
|
|
1,392
|
|
|
4,912
|
|
|||
Fire & Safety/Diversified Products
|
908
|
|
|
126
|
|
|
1,034
|
|
|||
Corporate/Other
|
1,313
|
|
|
—
|
|
|
1,313
|
|
|||
Total restructuring costs
|
$
|
12,154
|
|
|
$
|
1,518
|
|
|
$
|
13,672
|
|
|
Restructuring
Initiatives |
||
|
(In thousands)
|
||
Balance at January 1, 2015
|
$
|
6,056
|
|
Restructuring expenses
|
11,239
|
|
|
Payments, utilization and other
|
(10,659
|
)
|
|
Balance at December 31, 2015
|
6,636
|
|
|
Restructuring expenses
|
3,674
|
|
|
Payments, utilization and other
|
(6,417
|
)
|
|
Balance at December 31, 2016
|
$
|
3,893
|
|
|
Years Ended December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Weighted average fair value of grants
|
$18.56
|
|
$20.32
|
|
$19.52
|
Dividend yield
|
1.69%
|
|
1.45%
|
|
1.27%
|
Volatility
|
29.70%
|
|
29.90%
|
|
30.36%
|
Risk-free interest rate
|
0.53% - 2.49%
|
|
0.24% - 2.82%
|
|
0.12% - 4.65%
|
Expected life (in years)
|
5.91
|
|
5.93
|
|
5.89
|
•
|
The Company estimated volatility using its historical share price performance over the contractual term of the option.
|
•
|
The Company uses historical data to estimate the expected life of the option. The expected life assumption for the years ended
December 31, 2016
,
2015
and
2014
is an output of the Binomial lattice option-pricing model, which incorporates vesting provisions, rate of voluntary exercise and rate of post-vesting termination over the contractual life of the option to define expected employee behavior.
|
•
|
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option. For the years ended
December 31, 2016
,
2015
and
2014
, we present the range of risk-free one-year forward rates, derived from the U.S. treasury yield curve, utilized in the Binomial lattice option-pricing model.
|
•
|
The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option.
|
Stock Options
|
Shares
|
|
Weighted
Average Price |
|
Weighted-Average
Remaining Contractual Term |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at January 1, 2016
|
2,266,433
|
|
|
$
|
54.05
|
|
|
6.58
|
|
$
|
51,918,028
|
|
Granted
|
570,250
|
|
|
75.35
|
|
|
|
|
|
|||
Exercised
|
(675,525
|
)
|
|
44.44
|
|
|
|
|
|
|||
Forfeited/Expired
|
(173,212
|
)
|
|
72.30
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
1,987,946
|
|
|
$
|
61.83
|
|
|
6.84
|
|
$
|
56,144,876
|
|
Vested and expected to vest at December 31, 2016
|
1,884,401
|
|
|
$
|
61.06
|
|
|
6.74
|
|
$
|
54,671,036
|
|
Exercisable at December 31, 2016
|
945,265
|
|
|
$
|
48.53
|
|
|
5.17
|
|
$
|
39,252,480
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cost of goods sold
|
$
|
427
|
|
|
$
|
543
|
|
|
$
|
581
|
|
Selling, general and administrative expenses
|
6,561
|
|
|
6,488
|
|
|
6,245
|
|
|||
Total expense before income taxes
|
6,988
|
|
|
7,031
|
|
|
6,826
|
|
|||
Income tax benefit
|
(2,213
|
)
|
|
(2,208
|
)
|
|
(2,194
|
)
|
|||
Total expense after income taxes
|
$
|
4,775
|
|
|
$
|
4,823
|
|
|
$
|
4,632
|
|
Restricted Stock
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|||
Unvested at January 1, 2016
|
272,755
|
|
|
$
|
65.90
|
|
Granted
|
76,970
|
|
|
78.86
|
|
|
Vested
|
(105,382
|
)
|
|
51.90
|
|
|
Forfeited
|
(26,445
|
)
|
|
74.61
|
|
|
Unvested at December 31, 2016
|
217,898
|
|
|
$
|
76.19
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cost of goods sold
|
$
|
390
|
|
|
$
|
341
|
|
|
$
|
369
|
|
Selling, general and administrative expenses
|
4,401
|
|
|
5,213
|
|
|
6,182
|
|
|||
Total expense before income taxes
|
4,791
|
|
|
5,554
|
|
|
6,551
|
|
|||
Income tax benefit
|
(1,410
|
)
|
|
(1,604
|
)
|
|
(1,630
|
)
|
|||
Total expense after income taxes
|
$
|
3,381
|
|
|
$
|
3,950
|
|
|
$
|
4,921
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cost of goods sold
|
$
|
764
|
|
|
$
|
753
|
|
|
$
|
1,384
|
|
Selling, general and administrative expenses
|
2,224
|
|
|
1,765
|
|
|
2,735
|
|
|||
Total expense before income taxes
|
2,988
|
|
|
2,518
|
|
|
4,119
|
|
|||
Income tax benefit
|
(419
|
)
|
|
(355
|
)
|
|
(603
|
)
|
|||
Total expense after income taxes
|
$
|
2,569
|
|
|
$
|
2,163
|
|
|
$
|
3,516
|
|
|
Years Ended December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Weighted average fair value of grants
|
$111.42
|
|
$95.07
|
|
$94.55
|
Dividend yield
|
—%
|
|
—%
|
|
—%
|
Volatility
|
17.99%
|
|
19.14%
|
|
26.41%
|
Risk-free interest rate
|
0.89%
|
|
1.01%
|
|
0.65%
|
Expected life (in years)
|
2.86
|
|
2.86
|
|
2.88
|
•
|
The Company estimated volatility using its historical share price performance over the remaining performance period as of the grant date.
|
•
|
The Company uses a Monte Carlo simulation model that uses an expected life commensurate with the performance period. As a result, the expected life of the performance share units was assumed to be the period from the grant date to the end of the performance period.
|
•
|
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with a term commensurate with the remaining performance period.
|
•
|
Total Shareholder Return is determined assuming that dividends are reinvested in the issuing entity over the performance period, which is mathematically equivalent to utilizing a
0%
dividend yield.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cost of goods sold
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative expenses
|
5,559
|
|
|
4,946
|
|
|
3,220
|
|
|||
Total expense before income taxes
|
5,559
|
|
|
4,946
|
|
|
3,220
|
|
|||
Income tax benefit
|
(1,859
|
)
|
|
(1,670
|
)
|
|
(1,081
|
)
|
|||
Total expense after income taxes
|
$
|
3,700
|
|
|
$
|
3,276
|
|
|
$
|
2,139
|
|
|
For the Year Ended December 31, 2016
|
|
For the Year Ended December 31, 2015
|
||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative translation adjustment
|
$
|
(76,822
|
)
|
|
$
|
—
|
|
|
$
|
(76,822
|
)
|
|
$
|
(63,441
|
)
|
|
$
|
—
|
|
|
$
|
(63,441
|
)
|
Reclassification of foreign currency translation to earnings upon sale of business
|
14,257
|
|
|
—
|
|
|
14,257
|
|
|
(4,725
|
)
|
|
—
|
|
|
(4,725
|
)
|
||||||
Foreign currency translation adjustments
|
(62,565
|
)
|
|
—
|
|
|
(62,565
|
)
|
|
(68,166
|
)
|
|
—
|
|
|
(68,166
|
)
|
||||||
Pension and other postretirement adjustments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gain (loss) arising during the year
|
(1,927
|
)
|
|
789
|
|
|
(1,138
|
)
|
|
8,318
|
|
|
(2,411
|
)
|
|
5,907
|
|
||||||
Amortization/recognition of settlement loss
|
7,083
|
|
|
(2,896
|
)
|
|
4,187
|
|
|
4,939
|
|
|
(1,431
|
)
|
|
3,508
|
|
||||||
Pension and other postretirement adjustments
|
5,156
|
|
|
(2,107
|
)
|
|
3,049
|
|
|
13,257
|
|
|
(3,842
|
)
|
|
9,415
|
|
||||||
Reclassification adjustments for derivatives
|
6,851
|
|
|
(2,490
|
)
|
|
4,361
|
|
|
7,030
|
|
|
(2,499
|
)
|
|
4,531
|
|
||||||
Total other comprehensive income (loss)
|
$
|
(50,558
|
)
|
|
$
|
(4,597
|
)
|
|
$
|
(55,155
|
)
|
|
$
|
(47,879
|
)
|
|
$
|
(6,341
|
)
|
|
$
|
(54,220
|
)
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2014
|
||||||||||
|
|
|
|
|
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||
|
|
|
|
|
|
|
(In thousands)
|
||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cumulative translation adjustment
|
|
|
|
|
|
|
$
|
(77,024
|
)
|
|
$
|
—
|
|
|
$
|
(77,024
|
)
|
Pension and other postretirement adjustments
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net gain (loss) arising during the year
|
|
|
|
|
|
|
(26,424
|
)
|
|
7,767
|
|
|
(18,657
|
)
|
|||
Amortization/recognition of settlement loss
|
|
|
|
|
|
|
3,113
|
|
|
(915
|
)
|
|
2,198
|
|
|||
Pension and other postretirement adjustments, net
|
|
|
|
|
|
|
(23,311
|
)
|
|
6,852
|
|
|
(16,459
|
)
|
|||
Reclassification adjustments for derivatives
|
|
|
|
|
|
|
7,223
|
|
|
(2,713
|
)
|
|
4,510
|
|
|||
Total other comprehensive income (loss)
|
|
|
|
|
|
|
$
|
(93,112
|
)
|
|
$
|
4,139
|
|
|
$
|
(88,973
|
)
|
|
|
For the Years Ended December 31,
|
|
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
Income Statement Caption
|
||||||
Foreign currency translation:
|
|
|
|
|
|
|
|
|
||||||
Reclassification upon sale of business
|
|
$
|
14,257
|
|
|
$
|
(4,725
|
)
|
|
$
|
—
|
|
|
Loss (gain) on sale of businesses - net
|
Total before tax
|
|
14,257
|
|
|
(4,725
|
)
|
|
—
|
|
|
|
|||
Provision for income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
Total net of tax
|
|
$
|
14,257
|
|
|
$
|
(4,725
|
)
|
|
$
|
—
|
|
|
|
Pension and other postretirement plans:
|
|
|
|
|
|
|
|
|
||||||
Amortization of service cost
|
|
$
|
7,083
|
|
|
$
|
4,939
|
|
|
$
|
3,113
|
|
|
Selling, general and administrative expense
|
Total before tax
|
|
7,083
|
|
|
4,939
|
|
|
3,113
|
|
|
|
|||
Provision for income taxes
|
|
(2,896
|
)
|
|
(1,431
|
)
|
|
(915
|
)
|
|
|
|||
Total net of tax
|
|
$
|
4,187
|
|
|
$
|
3,508
|
|
|
$
|
2,198
|
|
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
||||||
Reclassification adjustments
|
|
$
|
6,851
|
|
|
$
|
7,030
|
|
|
$
|
7,223
|
|
|
Interest expense
|
Total before tax
|
|
6,851
|
|
|
7,030
|
|
|
7,223
|
|
|
|
|||
Provision for income taxes
|
|
(2,490
|
)
|
|
(2,499
|
)
|
|
(2,713
|
)
|
|
|
|||
Total net of tax
|
|
$
|
4,361
|
|
|
$
|
4,531
|
|
|
$
|
4,510
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
|
|
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
CHANGE IN BENEFIT OBLIGATION
|
|||||||||||||||||||||||
Obligation at January 1
|
$
|
98,476
|
|
|
$
|
58,063
|
|
|
$
|
102,312
|
|
|
$
|
69,488
|
|
|
$
|
20,400
|
|
|
$
|
22,855
|
|
Service cost
|
1,016
|
|
|
1,627
|
|
|
1,279
|
|
|
1,506
|
|
|
601
|
|
|
673
|
|
||||||
Interest cost
|
3,043
|
|
|
1,429
|
|
|
3,770
|
|
|
1,734
|
|
|
811
|
|
|
833
|
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(3,140
|
)
|
|
(2,023
|
)
|
|
(3,985
|
)
|
|
(2,448
|
)
|
|
(718
|
)
|
|
(622
|
)
|
||||||
Actuarial loss (gain)
|
1,987
|
|
|
6,844
|
|
|
(5,013
|
)
|
|
(6,909
|
)
|
|
(1,990
|
)
|
|
(2,966
|
)
|
||||||
Currency translation
|
—
|
|
|
(6,988
|
)
|
|
—
|
|
|
(5,308
|
)
|
|
52
|
|
|
(373
|
)
|
||||||
Settlements
|
(11,126
|
)
|
|
(819
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition/Divestiture
|
—
|
|
|
29,491
|
|
|
—
|
|
|
—
|
|
|
5,480
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Obligation at December 31
|
$
|
90,256
|
|
|
$
|
87,764
|
|
|
$
|
98,476
|
|
|
$
|
58,063
|
|
|
$
|
24,636
|
|
|
$
|
20,400
|
|
CHANGE IN PLAN ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at January 1
|
$
|
77,575
|
|
|
$
|
20,645
|
|
|
$
|
79,687
|
|
|
$
|
22,152
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
6,740
|
|
|
2,470
|
|
|
(2,587
|
)
|
|
205
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
3,639
|
|
|
1,974
|
|
|
4,460
|
|
|
1,837
|
|
|
718
|
|
|
622
|
|
||||||
Benefits paid
|
(3,140
|
)
|
|
(2,023
|
)
|
|
(3,985
|
)
|
|
(2,448
|
)
|
|
(718
|
)
|
|
(622
|
)
|
||||||
Currency translation
|
—
|
|
|
(4,108
|
)
|
|
—
|
|
|
(1,101
|
)
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
(11,126
|
)
|
|
(819
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition/Divestiture
|
—
|
|
|
14,307
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at December 31
|
$
|
73,688
|
|
|
$
|
32,586
|
|
|
$
|
77,575
|
|
|
$
|
20,645
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at December 31
|
$
|
(16,568
|
)
|
|
$
|
(55,178
|
)
|
|
$
|
(20,901
|
)
|
|
$
|
(37,418
|
)
|
|
$
|
(24,636
|
)
|
|
$
|
(20,400
|
)
|
COMPONENTS ON THE CONSOLIDATED BALANCE SHEETS
|
|||||||||||||||||||||||
Current liabilities
|
$
|
(729
|
)
|
|
$
|
(1,005
|
)
|
|
$
|
(743
|
)
|
|
$
|
(875
|
)
|
|
$
|
(1,044
|
)
|
|
$
|
(911
|
)
|
Other noncurrent liabilities
|
(15,839
|
)
|
|
(54,173
|
)
|
|
(20,158
|
)
|
|
(36,543
|
)
|
|
(23,592
|
)
|
|
(19,489
|
)
|
||||||
Net liability at December 31
|
$
|
(16,568
|
)
|
|
$
|
(55,178
|
)
|
|
$
|
(20,901
|
)
|
|
$
|
(37,418
|
)
|
|
$
|
(24,636
|
)
|
|
$
|
(20,400
|
)
|
|
U.S. Plans
|
|
Non-U.S.
Plans
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Discount rate
|
3.91
|
%
|
|
4.12
|
%
|
|
1.76
|
%
|
|
2.99
|
%
|
Rate of compensation increase
|
4.00
|
%
|
|
4.00
|
%
|
|
2.29
|
%
|
|
2.98
|
%
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S
|
|
|
|
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Prior service cost (credit)
|
$
|
110
|
|
|
$
|
(77
|
)
|
|
$
|
135
|
|
|
$
|
(38
|
)
|
|
$
|
(849
|
)
|
|
$
|
(1,215
|
)
|
Net loss
|
27,860
|
|
|
(17,643
|
)
|
|
33,461
|
|
|
15,330
|
|
|
(3,852
|
)
|
|
(2,197
|
)
|
||||||
Total
|
$
|
27,970
|
|
|
$
|
(17,720
|
)
|
|
$
|
33,596
|
|
|
$
|
15,292
|
|
|
$
|
(4,701
|
)
|
|
$
|
(3,412
|
)
|
|
U.S. Pension
Benefit Plans
|
|
Non-U.S.
Pension Benefit
Plans
|
|
Other
Benefit Plans
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Prior service cost (credit)
|
$
|
24
|
|
|
$
|
9
|
|
|
$
|
(366
|
)
|
|
$
|
(333
|
)
|
Net loss
|
2,542
|
|
|
1,493
|
|
|
(427
|
)
|
|
3,608
|
|
||||
Total
|
$
|
2,566
|
|
|
$
|
1,502
|
|
|
$
|
(793
|
)
|
|
$
|
3,275
|
|
|
Pension Benefits
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Service cost
|
$
|
1,016
|
|
|
$
|
1,627
|
|
|
$
|
1,279
|
|
|
$
|
1,506
|
|
|
$
|
1,162
|
|
|
$
|
1,331
|
|
Interest cost
|
3,043
|
|
|
1,429
|
|
|
3,770
|
|
|
1,734
|
|
|
4,037
|
|
|
2,345
|
|
||||||
Expected return on plan assets
|
(4,777
|
)
|
|
(993
|
)
|
|
(4,910
|
)
|
|
(1,114
|
)
|
|
(5,430
|
)
|
|
(1,297
|
)
|
||||||
Settlement loss recognized
|
3,339
|
|
|
215
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net amortization
|
3,226
|
|
|
1,008
|
|
|
3,422
|
|
|
1,931
|
|
|
2,187
|
|
|
1,400
|
|
||||||
Net periodic benefit cost
|
$
|
5,847
|
|
|
$
|
3,286
|
|
|
$
|
3,561
|
|
|
$
|
4,057
|
|
|
$
|
1,956
|
|
|
$
|
3,779
|
|
|
Other Benefits
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Service cost
|
$
|
601
|
|
|
$
|
673
|
|
|
$
|
714
|
|
Interest cost
|
811
|
|
|
833
|
|
|
932
|
|
|||
Net amortization
|
(705
|
)
|
|
(414
|
)
|
|
(474
|
)
|
|||
Net periodic benefit cost
|
$
|
707
|
|
|
$
|
1,092
|
|
|
$
|
1,172
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
4.12
|
%
|
|
3.78
|
%
|
|
4.61
|
%
|
|
2.99
|
%
|
|
2.66
|
%
|
|
4.03
|
%
|
Expected return on plan assets
|
6.50
|
%
|
|
6.50
|
%
|
|
7.00
|
%
|
|
4.58
|
%
|
|
5.19
|
%
|
|
5.83
|
%
|
Rate of compensation increase
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
2.98
|
%
|
|
3.00
|
%
|
|
3.14
|
%
|
|
Pension Benefits
|
|
Other
Benefits |
||||||||
|
U.S.
|
|
Non-U.S.
|
|
|
||||||
|
(In thousands)
|
||||||||||
Net gain (loss) in current year
|
$
|
(23
|
)
|
|
$
|
(5,367
|
)
|
|
$
|
1,990
|
|
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of prior service cost (credit)
|
24
|
|
|
(15
|
)
|
|
(366
|
)
|
|||
Amortization of net loss (gain)
|
6,541
|
|
|
1,239
|
|
|
(340
|
)
|
|||
Exchange rate effect on amounts in OCI
|
—
|
|
|
1,468
|
|
|
5
|
|
|||
Total
|
$
|
6,542
|
|
|
$
|
(2,675
|
)
|
|
$
|
1,289
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Equity securities
|
44
|
%
|
|
49
|
%
|
|
24
|
%
|
|
36
|
%
|
Fixed income securities
|
43
|
%
|
|
49
|
%
|
|
26
|
%
|
|
44
|
%
|
Cash/Commingled Funds/Other
(1)
|
13
|
%
|
|
2
|
%
|
|
50
|
%
|
|
20
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Basis of Fair Value Measurement
|
||||||||||||||
|
Outstanding
Balances |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
As of December 31, 2015
|
(In thousands)
|
||||||||||||||
Equity
|
|
|
|
|
|
|
|
||||||||
U.S. Large Cap
|
$
|
23,465
|
|
|
$
|
23,465
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Small / Mid Cap
|
10,184
|
|
|
7,482
|
|
|
2,702
|
|
|
—
|
|
||||
International
|
11,986
|
|
|
7,786
|
|
|
4,200
|
|
|
—
|
|
||||
Fixed Income
|
|
|
|
|
|
|
|
||||||||
U.S. Intermediate
|
15,000
|
|
|
15,000
|
|
|
—
|
|
|
—
|
|
||||
U.S. Short Duration
|
8,935
|
|
|
8,935
|
|
|
—
|
|
|
—
|
|
||||
U.S. High Yield
|
7,758
|
|
|
6,922
|
|
|
836
|
|
|
—
|
|
||||
International
|
15,249
|
|
|
7,241
|
|
|
8,008
|
|
|
—
|
|
||||
Cash and Equivalents
|
1,829
|
|
|
1,829
|
|
|
—
|
|
|
—
|
|
||||
Other
|
3,836
|
|
|
—
|
|
|
3,836
|
|
|
—
|
|
||||
|
$
|
98,242
|
|
|
$
|
78,660
|
|
|
$
|
19,582
|
|
|
$
|
—
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Plan Category
|
Number of Securities
To be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
|
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights |
|
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (1) |
||||
Equity compensation plans approved by the Company’s stockholders
|
2,400,384
|
|
|
$
|
61.83
|
|
|
5,382,493
|
|
|
IDEX CORPORATION
|
|
|
|
|
|
By:
|
/s/ WILLIAM K. GROGAN
|
|
|
William K. Grogan
|
|
|
Senior Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ ANDREW K. SILVERNAIL
|
|
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
|
|
|
Andrew K. Silvernail
|
|
|
February 23, 2017
|
|
|
|
|
||
/s/ WILLIAM K. GROGAN
|
|
Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
|
|
|
William K. Grogan
|
|
|
February 23, 2017
|
|
|
|
|
||
/s/ MICHAEL J. YATES
|
|
Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
Michael J. Yates
|
|
|
February 23, 2017
|
|
|
|
|
||
/s/ MARK A. BUTHMAN
|
|
Director
|
|
|
Mark A. Buthman
|
|
|
February 23, 2017
|
|
|
|
|
|
|
/s/ WILLIAM M. COOK
|
|
Director
|
|
|
William M. Cook
|
|
|
February 23, 2017
|
|
|
|
|
||
/s/ KATRINA L. HELMKAMP
|
|
Director
|
|
|
Katrina L. Helmkamp
|
|
|
February 23, 2017
|
|
|
|
|
||
/s/ ERNEST J. MROZEK
|
|
Director
|
|
|
Ernest J. Mrozek
|
|
|
February 23, 2017
|
|
|
|
|
||
/s/ DAVID C. PARRY
|
|
Director
|
|
|
David C. Parry
|
|
|
February 23, 2017
|
|
|
|
|
|
|
/s/ LIVINGSTON L. SATTERTHWAITE
|
|
Director
|
|
|
Livingston L. Satterthwaite
|
|
|
February 23, 2017
|
|
|
|
|
||
/s/ CYNTHIA J. WARNER
|
|
Director
|
|
|
Cynthia J. Warner
|
|
|
February 23, 2017
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
||
3.1
|
|
|
Restated Certificate of Incorporation of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 to the Registration Statement on Form S-1 of IDEX, et al., Registration No. 33-21205, as filed on April 21, 1988)
|
|
|
||
3.1(a)
|
|
|
Amendment to Restated Certificate of Incorporation of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 (a) to the Quarterly Report of IDEX on Form 10-Q for the quarter ended March 31, 1996, Commission File No. 1-10235)
|
|
|
||
3.1(b)
|
|
|
Amendment to Restated Certificate of Incorporation of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 (b) to the Current Report of IDEX on Form 8-K filed March 24, 2005, Commission File No. 1-10235)
|
|
|
||
3.2
|
|
|
Amended and Restated By-Laws of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 to the Current Report of IDEX on Form 8-K filed November 14, 2011, Commission File No. 1-10235)
|
|
|
||
4.1
|
|
|
Specimen Certificate of Common Stock of IDEX Corporation (incorporated by reference to Exhibit No. 4.3 to the Registration Statement on Form S-2 of IDEX, et al., Registration No. 33-42208, as filed on September 16, 1991)
|
|
|
||
4.2
|
|
|
Credit Agreement, dated as of June 23, 2015, among IDEX Corporation, Bank of America N.A. as Agent and Issuing Bank, and the Other Financial Institutions Party Hereto (incorporated by reference to Exhibit 10.1 to the Current Report of IDEX on Form 8-K filed June 25, 2015, Commission File No. 1-10235)
|
|
|
||
4.3
|
|
|
Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 6, 2010 (Debt Securities) (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed December 7, 2010, Commission File No. 1-10235)
|
|
|
||
4.4
|
|
|
First Supplemental Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 6, 2010 (as to 4.5% Senior Notes due 2020) (incorporated by reference to Exhibit No. 4.2 to the Current Report of IDEX on Form 8-K filed December 7, 2010, Commission File No. 1-10235)
|
|
|
||
4.5
|
|
|
Second Supplemental Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 13, 2011 (as to 4.2% Senior Notes due 2021) (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed December 14, 2011, Commission File No. 1-10235)
|
|
|
|
|
4.6
|
|
|
Note Purchase Agreement, dated June 13, 2016, between IDEX Corporation and the Purchasers listed in Schedule A thereto (incorporated by reference in Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed June 15, 2016, Commission File No. 1-10235)
|
|
|
||
10.1**
|
|
|
Revised and Restated IDEX Management Incentive Compensation Plan for Key Employees Effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Current Report of IDEX on Form 8-K filed February 20, 2013, Commission File No. 1-10235)
|
|
|
||
10.2**
|
|
|
Form of Indemnification Agreement of IDEX Corporation (incorporated by reference to Exhibit No. 10.23 to the Registration Statement on Form S-1 of IDEX, et al., Registration No. 33-28317, as filed on April 26, 1989, Commission File No. 1-10235)
|
|
|
||
10.3**
|
|
|
IDEX Corporation Amended and Restated Stock Option Plan for Outside Directors, adopted by resolution of the Board of Directors dated as of November 20, 2003 (incorporated by reference to Exhibit 10.6 (a) to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2003, Commission File No. 1-10235)
|
|
|
|
|
10.4**
|
|
|
IDEX Corporation Incentive Award Plan (as amended and restated) (incorporated by reference to Appendix A of the Proxy Statement of IDEX on Schedule 14A, filed March 5, 2010, Commission File No. 1-10235)
|
|
|
|
|
10.5**
|
|
|
Employment Agreement dated November 8, 2015 between IDEX Corporation and Andrew K. Silvernail (incorporated by reference to Exhibit No. 10.1 to the Current Report of IDEX Corporation on Form 8-K filed February 19, 2016, Commission File No. 1-10235)
|
Exhibit
Number
|
|
Description
|
|
|
|
||
10.6**
|
|
|
Third Amended and Restated IDEX Corporation Directors Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.30 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2010, Commission File No. 1-10235)
|
|
|
||
10.7**
|
|
|
IDEX Corporation Supplemental Executive Retirement and Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.31 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2010, Commission File No. 1-10235)
|
|
|
||
10.8**
|
|
|
Letter Agreement between IDEX Corporation and Daniel Salliotte, dated September 30, 2010 (incorporated by reference to Exhibit No. 10.17 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2012, Commission File No. 1-10235)
|
|
|
||
10.9**
|
|
|
Letter Agreement between IDEX Corporation and Jeffrey Bucklew, dated January 16, 2012 (incorporated by reference to Exhibit No. 10.16 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2013, Commission File No. 1-10235)
|
|
|
||
10.10**
|
|
|
Letter Agreements between IDEX Corporation and Eric Ashleman, dated January 14, 2008 and February 12, 2014 (incorporated by reference to Exhibit No. 10.14 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235)
|
|
|
|
|
10.11**
|
|
|
Form of IDEX Corporation Restricted Stock Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.16 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235)
|
|
|
|
|
10.12**
|
|
|
Form of IDEX Corporation Stock Option Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.17 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235)
|
|
|
|
|
10.13**
|
|
|
Form of IDEX Corporation Restricted Stock Unit Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.18 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235)
|
|
|
|
|
10.14**
|
|
|
Form of IDEX Corporation Restricted Stock Unit Award Agreement - Cash Settled effective February 2015 (incorporated by reference to Exhibit No. 10.19 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2015, Commission File No. 1-10235)
|
|
|
|
|
10.15**
|
|
|
Form of IDEX Corporation Performance Share Unit Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.20 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2015, Commission File No. 1-10235)
|
|
|
|
|
10.16**
|
|
|
Form of IDEX Corporation Restricted Stock Unit Agreement for Directors effective February 2015 (incorporated by reference to Exhibit No. 10.21 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235)
|
|
|
|
|
10.17**
|
|
|
Form of IDEX Corporation Stock Option Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.22 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235)
|
|
|
|
|
10.18**
|
|
|
Form of IDEX Corporation Restricted Stock Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.23 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235)
|
|
|
|
|
10.19**
|
|
|
Letter Agreement between IDEX Corporation and Brett Finley, dated December 18, 2015. (incorporated by reference to Exhibit No. 10.23 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, 2015, Commission File No. 1-10235)
|
10.20**
|
|
|
Letter Agreement between IDEX Corporation and Denise Cade, dated September 24, 2015. (incorporated by reference to Exhibit No. 10.24 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, 2015, Commission File No. 1-10235)
|
|
|
|
|
10.21
|
|
|
Stock Purchase Agreement, dated February 4, 2016, by and among IDEX Corporation, Premier Farnell PLC, Celdis Limited, Premier Farnell Corp. and Akron Brass Holding Corp. (incorporated by reference to Exhibit No. 10.25 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, 2015, Commission File No. 1-10235)
|
|
|
|
|
10.22**
|
|
|
Letter Agreement between IDEX Corporation and William K. Grogan, dated December 30, 2016.
|
Exhibit
Number |
|
Description
|
|
|
|
|
|
12
|
|
|
Ratio of Earnings to Fixed Charges
|
|
|
|
|
21
|
|
|
Subsidiaries of IDEX
|
|
|
||
23
|
|
|
Consent of Deloitte & Touche LLP
|
|
|
||
31.1
|
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14 (a) or Rule 15d-14 (a)
|
|
|
||
31.2
|
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14 (a) or Rule 15d-14 (a)
|
|
|
|
|
***32.1
|
|
|
Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
|
|
|
||
***32.2
|
|
|
Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
|
|
|
||
****101
|
|
|
The following materials from IDEX Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2016 and 2015, (ii) the Consolidated Statements of Operations for the three years ended December 31, 2016, (iii) the Consolidated Statements of Comprehensive Income for the three years ended December 31, 2016, (iv) the Consolidated Statements of Shareholders’ Equity for the three years ended December 31, 2016, (v) the Consolidated Statements of Cash Flows for the three years ended December 31, 2016, and (vi) Notes to the Consolidated Financial Statements.
|
**
|
|
Management contract or compensatory plan or agreement.
|
|
|
|
***
|
|
Furnished herewith.
|
|
|
|
****
|
|
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|
1 Year IDEX Chart |
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