Delaware
(State or other jurisdiction of incorporation or organization)
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53-0257888
(I.R.S. Employer
Identification No.)
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3005 Highland Parkway
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Downers Grove, Illinois 60515
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(Address of principal executive offices)
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Registrant's telephone number
: (630) 541-1540
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Securities registered pursuant to Section 12(b) of the Act:
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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 $1
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Item 14
.
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Revenue
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Segment Earnings
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||||||||||||||
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2012
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2011
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2010
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2012
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2011
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2010
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||||||
Communication Technologies
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19
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%
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18
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%
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18
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%
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16
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%
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18
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%
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19
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%
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Energy
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27
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%
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26
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%
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21
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%
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39
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%
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36
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%
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30
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%
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Engineered Systems
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42
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%
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42
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%
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46
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%
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35
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%
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35
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%
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37
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%
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Printing & Identification
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12
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%
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14
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%
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15
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%
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10
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%
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11
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%
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14
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%
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•
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Consumer electronics
– Our businesses serving the consumer electronics market design, manufacture, and assemble micro-acoustic audio input and output components for use principally in personal mobile handsets.
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•
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Medical technology
– Our businesses serving the medical technology market manufacture advanced miniaturized receivers and electromechanical components for use in hearing aids, connectors for use in a variety of medical devices and bio processing applications, and specialized components for use in implantable devices and medical equipment.
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•
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Aerospace/Defense
– Our businesses serving the aerospace/defense markets manufacture precision engineered components and aftermarket parts across a broad array of market applications. This includes the design and manufacture of specialty hydraulics, fasteners, bearings, switches, and filters sold to both original equipment manufacturers ("OEMs") and as aftermarket products, as well as mechanical and frequency control communication components serving shipboard applications, strategic mission critical parts on key Airborne programs and Command and Control communications, and frequency control components, electromechanical switches, multi-layered capacitors, filters, and quick disconnect couplings. These businesses also support key space initiatives with critical communication components.
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•
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Telecom/Other
- Our businesses serving these markets manufacture frequency control components for wired and wireless network base station communications that ensure precise signal timing and filters for non-interrupted access across high speed networks.
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•
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Drilling
– Our businesses serving the drilling market design and manufacture products that promote efficient and cost-effective drilling, including long-lasting polycrystalline diamond cutters (PDCs) for applications in down-hole drilling tools and quartz pressure transducers and hybrid electronics used in down-hole tools and monitoring devices.
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•
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Production
– Our businesses serving the production market design and manufacture products and components that facilitate the extraction and movement of fuel from the ground, including steel sucker rods, down-hole rod pumps, progressive cavity pumps and drive systems, plunger lifts, and accessories used in artificial lift applications in oil and gas production; pressure, temperature, and flow monitoring equipment used in oil and gas exploration and production applications; and control valves and instrumentation for oil and gas production. In addition, these businesses manufacture various compressor parts that are used in the natural gas production, distribution, and oil refining markets; and winches, hoists, gear drives, swing drives, auger drives, slewing ring bearings, hydraulic pump, and electronic monitoring solutions for energy, infrastructure, and recovery markets worldwide.
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•
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Downstream
– Our businesses serving the downstream market produce systems and products that support efficient, safe, and environmentally-sensitive transportation and handling of fuel, hazardous liquids, and dry-bulk commodities. Vehicle fuel dispensing products include conventional, vapor recovery, and clean energy (LPG, CNG, and Hydrogen) nozzles, swivels, and breakaways, as well as tank pressure management systems. Products manufactured for the transportation, storage, and processing of hazardous liquid and dry-bulk commodities include relief valves, loading/unloading angle valves, rupture disc devices, actuator systems, level measurement gauges, swivel joints, butterfly valves, lined ball valves, aeration systems, industrial access ports, manholes, hatches, collars, weld rings, and fill covers. In addition, we offer bearings, bearing isolators, seals, and remote condition monitoring systems that are used for rotating machinery applications such as turbo machinery, motors, generators, and compressors used in energy, utility, marine, and other industries.
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•
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Refrigeration and food equipment
– Our businesses manufacture refrigeration systems, refrigeration display cases, walk-in coolers and freezers, specialty glass, commercial glass refrigerator and freezer doors, electrical distribution products and engineering services, commercial foodservice equipment, cook-chill production systems, custom food storage and preparation products, kitchen ventilation systems, conveyer systems, beverage can-making machinery, and packaging machines used for meat, poultry, and other food products. The platform’s refrigeration/food related manufacturing facilities and distributing operations are principally in North America, Europe, and Asia.
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•
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Other industrial
– We also serve the vehicle service, industrial automation, and waste and recycling markets. Our businesses serving the vehicle service markets provide a wide range of products and services that are utilized in vehicle services, maintenance, washing, repair, and modification. Vehicle lifts and collision equipment are sold through equipment distributors and directly to a wide variety of markets, including independent service and repair shops, collision repair shops, national chains and franchised service facilities, new vehicle dealers, governments, and directly to consumers via the Internet. The businesses also produce 4WD and AWD powertrain systems and accessories for off-road vehicles, which are sold to OEMs and through extensive dealer networks primarily in North America. These other industrial manufacturing operations are located primarily in North and South America, Asia, and Europe.
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•
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Fast Moving Consumer Goods (FMCG)
– Our businesses serving this market primarily design and manufacture marking & coding products used for printing variable information (such as date codes and serial numbers) on food, beverage, consumer goods, and pharmaceutical products, capitalizing on expanding food and product safety requirements and growth in emerging markets.
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•
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Industrial
– Our products used by the industrial market are primarily marking & coding, bar code & portable printers, and fluid dispensing related products serving a number of industrial end markets including aerospace, cable, military, material packaging, industrial assembly, and medical devices capitalizing on growing industrial-related manufacturing in emerging markets. Additional products include broad line marking solutions leveraged for secondary packaging, such as cartons and pallets for use in warehouse logistics operations and bar code and portable printers used where on-demand labels/receipts are required.
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Segment
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End Market
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Key Competitors
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Communication Technologies
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Consumer electronics
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AAC Technologies, GoerTek Inc.
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Medical technology
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Sonion A/S
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Aerospace/Defense
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Smiths Interconnect, SPS Technologies
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Telecom/Other
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Rakon Ltd., NDK Ltd.
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Energy
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Drilling
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DeBeers Group (Element Six), Schlumberger Ltd. (MegaDiamond)
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Production
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Weatherford International Ltd., Lufkin Industries, Paccar Inc.
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Downstream
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Danaher Corp. (Gilbarco Veeder-Root), Franklin Electric, Gardner Denver, Inc. (Emco Wheaton)
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Engineered Systems
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Refrigeration and food systems
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Hussman Corp., Heatcraft Worldwide Refrigeration (Kysor/Warren), Manitowoc Company, Illinois Tool Works
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Other industrial
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Oshkosh Corp. (McNeilus), Siemens AG (Weiss GmbH), Challenger Lifts, Labrie Enviroquip Group, and numerous others
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Fluid solutions
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IDEX Corp, Alfa Laval, Ingersoll Rand, Danfoss, SPX Corp.
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Printing & Identification
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Fast moving consumer goods
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Danaher Corp. (Videojet), Domino Printing
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Industrial
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Danaher Corp. (Videojet), Domino Printing, Zebra Technologies
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% Non-U.S. Revenue by Segment
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Years Ended December 31,
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2012
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2011
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2010
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Communication Technologies
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73
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%
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71
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%
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63
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%
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Energy
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31
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%
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32
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%
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33
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%
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Engineered Systems
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37
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%
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36
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%
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34
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%
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Printing & Identification
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72
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%
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74
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%
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74
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%
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Total percentage of revenue derived from customers outside of the U.S.
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46
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%
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47
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%
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45
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%
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•
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Our results may be impacted by current domestic and international economic conditions and uncertainties.
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•
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We are subject to risks relating to our existing international operations and expansion into new geographical markets.
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o
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political, social, and economic instability and disruptions;
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o
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government embargoes or trade restrictions;
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o
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the imposition of duties and tariffs and other trade barriers;
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o
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import and export controls;
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o
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limitations on ownership and on repatriation of earnings;
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o
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transportation delays and interruptions;
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o
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labor unrest and current and changing regulatory environments;
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o
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increased compliance costs, including costs associated with disclosure requirements and related due diligence;
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o
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the impact of loss of a single-source manufacturing facility;
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o
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difficulties in staffing and managing multi-national operations; and
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o
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limitations on our ability to enforce legal rights and remedies.
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•
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Increasing product/service and price competition by international and domestic competitors, including new entrants, and our inability to introduce new and competitive products could cause our businesses to generate lower revenue, operating profits, and cash flows.
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•
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Some of our businesses may not anticipate, adapt to, or capitalize on technological developments and this could cause these businesses to become less competitive and lead to reduced market share, revenue, operating profits, and cash flows.
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•
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We could lose customers or generate lower revenue, operating profits, and cash flows if there are significant increases in the cost of raw materials (including energy) or if we are unable to obtain raw materials.
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•
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Customer requirements and new regulations may increase our expenses and impact the availability of certain raw materials, which could adversely affect our revenue and operating profits.
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•
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Our businesses and their profitability and reputation could be adversely affected by domestic and foreign governmental and public policy changes (including environmental and employment regulations and tax policies such as export subsidy programs, research and experimentation credits, carbon emission regulations, and other similar programs), risks associated with emerging markets, changes in statutory tax rates, and unanticipated outcomes with respect to tax audits.
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•
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Our revenue, operating profits, and cash flows could be adversely affected if our businesses are unable to protect or obtain patent and other intellectual property rights.
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•
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Our growth and results of operations may be adversely affected if we are unsuccessful in our capital allocation and acquisition program.
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•
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Our operating profits and cash flows could be adversely affected if we cannot achieve projected savings and synergies.
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•
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Unforeseen developments in contingencies such as litigation could adversely affect our financial condition.
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•
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The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and may result in unexpected liabilities.
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•
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Failure to attract, retain, and develop personnel or to provide adequate succession plans for key management could have an adverse effect on our operating results.
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•
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Our business operations may be adversely affected by information systems interruptions or intrusion.
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•
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Our reputation, ability to do business, and results of operations may be impaired by improper conduct by any of our employees, agents, or business partners.
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•
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Our exposure to exchange rate fluctuations on cross-border transactions and the translation of local currency results into U.S. dollars could negatively impact our results of operations.
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•
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Our borrowing costs may be impacted by our credit ratings developed by various rating agencies.
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Number and nature of facilities
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Square footage (in 000s)
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Manufacturing
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Warehouse
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Sales / Service
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Owned
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Leased
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Communication Technologies
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31
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3
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12
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1,129
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1,420
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Energy
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59
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51
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|
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47
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3,265
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1,353
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Engineered Systems
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65
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|
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34
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|
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46
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6,180
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3,290
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Printing & Identification
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11
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22
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68
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600
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673
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Locations
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Expiration dates of leased facilities (in years)
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||||||||||||
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North America
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Europe
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Asia
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Other
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Minimum
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Maximum
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Communication Technologies
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18
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9
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9
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|
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1
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|
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1
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|
15
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Energy
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122
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|
|
5
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|
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3
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|
|
10
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|
|
1
|
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13
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Engineered Systems
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84
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|
|
41
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|
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26
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|
|
3
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|
|
1
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|
12
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Printing & Identification
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13
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|
27
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|
|
41
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|
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2
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|
|
1
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|
7
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Name
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Age
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Positions Held and Prior Business Experience
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Robert A. Livingston
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59
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Chief Executive Officer and Director (since December 2008), President (since June 2008) and Chief Operating Officer (from June 2008 to December 2008) of Dover; prior thereto Vice President of Dover and President and Chief Executive Officer of Dover Engineered Systems (from July 2007 to May 2008); prior thereto Vice President of Dover and President and Chief Executive Officer of Dover Electronics (from October 2004 to June 2007).
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Ivonne M. Cabrera
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46
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Senior Vice President, General Counsel and Secretary of Dover (since January 2013); prior thereto Vice President, Deputy General Counsel, and Assistant Secretary of Dover (from November 2012 to December 2012); prior thereto Vice President, Business Affairs and General Counsel of Knowles Electronics, LLC (from February 2011 to December 2012); prior thereto Vice President (from May 2010 to February 2011), Deputy General Counsel and Assistant Secretary (from February 2004 to February 2011) of Dover.
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Brad M. Cerepak
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53
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Senior Vice President and Chief Financial Officer (since May 2011) of Dover; prior thereto Vice President and Chief Financial Officer (from August 2009 to May 2011) of Dover; prior thereto Vice President, Finance (from June 2009 to August 2009) of Dover; prior thereto Vice President and Controller (from August 2005 to June 2008) of Trane, Inc.
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Thomas W. Giacomini
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47
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Vice President (since February 2008) of Dover and President and Chief Executive Officer (since November 2011) of Dover Engineered Systems; prior thereto President (from April 2009 to November 2011) and Chief Executive Officer (from July 2009 to November 2011) of Dover Industrial Products; prior thereto President (from October 2007 to July 2009) of Dover's Material Handling Platform.
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John F. Hartner
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50
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Vice President (since May 2011) of Dover and President and Chief Executive Officer (since November 2011) of Dover Printing & Identification; prior thereto Executive Vice President (from April 20l1 to November 2011) of Dover Engineered Systems; prior thereto Executive Vice President (from October 2007 to April 2011) of Dover Electronic Technologies.
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Jay L. Kloosterboer
|
|
52
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Senior Vice President, Human Resources (since May 2011) of Dover; prior thereto Vice President, Human Resources (from January 2009 to May 2011) of Dover; prior thereto Executive Vice President - Business Excellence (from May 2005 to January 2009) of AES Corporation.
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Jeffrey S. Niew
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46
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Vice President of Dover and President and Chief Executive Officer of Dover Communication Technologies (since November 2011); prior thereto President (from January 2008 to November 2011) and Chief Executive Officer (from February 2010 to November 2011) of Knowles Electronics; prior thereto Chief Operating Officer (from January 2007 to February 2010) of Knowles Electronics.
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Stephen R. Sellhausen
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55
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Senior Vice President, Corporate Development (since May 2011) of Dover; prior thereto Vice President, Corporate Development (from January 2009 to May 2011) of Dover; prior thereto Vice President, Business Development (from April 2008 to January 2009) of Dover; prior thereto investment banker with Citigroup Global Markets.
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William W. Spurgeon, Jr.
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54
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Vice President (since October 2004) of Dover and President and Chief Executive Officer (since November 2011) of Dover Energy; prior thereto President and Chief Executive Officer (from July 2007 to November 2011) of Dover Fluid Management.
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Niclas Ytterdahl
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|
48
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|
Senior Vice President, Global Sourcing (since January 2012) of Dover; prior thereto Vice President, Global Strategic Sourcing (from April 2006 to December 2011) of AES Corporation.
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Name
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Age
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Positions Held and Prior Business Experience
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Kevin P. Buchanan
|
|
57
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Vice President, Tax (since July 2010) of Dover; prior thereto Deputy General Counsel, Tax (from November 2009 to June 2010) and Vice President, Tax (from May 2000 to October 2009) of Monsanto Company.
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C. Anderson Fincher
|
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42
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Vice President (since May 2011) of Dover and Executive Vice President (since November 2011) of Dover Engineered Systems; prior thereto Executive Vice President (from May 2009 to November 2011) of Dover Industrial Products; prior thereto President (from January 2005 to May 2009) of Heil Trailer International.
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Paul E. Goldberg
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49
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Vice President, Investor Relations (since November 2011) of Dover; prior thereto Treasurer and Director of Investor Relations (from February 2006 to November 2011) of Dover.
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Raymond T. McKay, Jr.
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|
59
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Vice President (since February 2004) and Controller (since November 2002) of Dover.
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Brian P. Moore
|
|
42
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|
Vice President, Treasurer (since November 2011) of Dover; prior thereto Senior Director, Investor Relations (from April 2010 to October 2011) of USG Corporation; prior thereto Director of Credit & Accounts Receivable (from December 2008 to April 2010) of USG; prior thereto Director of Finance (from December 2007 to December 2008) at USG; prior thereto Assistant Treasurer (from October 2004 to December 2008) of USG.
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James H. Moyle
|
|
60
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|
Vice President (since 2009) of Dover and Executive Vice President (since January 2012) of Dover Engineered Systems; prior thereto Senior Vice President, Global Sourcing and Supply Chain (from April 2009 to December 2011) of Dover; prior thereto Chief Financial Officer (from July 2007 to April 2009) of Dover Fluid Management; prior thereto Vice President and Chief Financial Officer (from November 2005 to July 2007) of Dover Diversified.
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Sivasankaran Somasundaram
|
|
47
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|
Vice President (since January 2008) of Dover and Executive Vice President (since November 2011) of Dover Energy; prior thereto Executive Vice President (from January 2010 to November 2011) of Dover Fluid Management; President (from January 2008 to December 2009) of Dover's Fluid Solutions Platform; prior thereto President (from May 2006 to January 2008) of Gas Equipment Group.
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Michael Y. Zhang
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|
49
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|
Vice President (since May 2010) of Dover and President, Asia (since May 2011) of Dover; prior thereto Managing Director (from January 2009 to May 2011) of Dover Regional Headquarters, China; prior thereto various roles at ABB, Ltd. including Vice President, ABB Control System and Product Business (from September 2004 to March 2008).
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|
2012
|
|
2011
|
||||||||||||||||||||
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Market Prices
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|
Dividends per Share
|
|
Market Prices
|
|
Dividends per Share
|
||||||||||||||||
|
High
|
|
Low
|
|
|
High
|
|
Low
|
|
||||||||||||||
First Quarter
|
$
|
67.20
|
|
|
$
|
56.81
|
|
|
$
|
0.315
|
|
|
$
|
68.07
|
|
|
$
|
56.51
|
|
|
$
|
0.275
|
|
Second Quarter
|
64.36
|
|
|
50.88
|
|
|
0.315
|
|
|
69.25
|
|
|
60.57
|
|
|
0.275
|
|
||||||
Third Quarter
|
61.64
|
|
|
50.27
|
|
|
0.350
|
|
|
70.15
|
|
|
45.42
|
|
|
0.315
|
|
||||||
Fourth Quarter
|
65.80
|
|
|
54.90
|
|
|
0.350
|
|
|
59.27
|
|
|
43.64
|
|
|
0.315
|
|
||||||
|
|
|
|
|
$
|
1.330
|
|
|
|
|
|
|
$
|
1.180
|
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs (2)
|
|||||||||
Period
|
|
|
|
May 2012 Program
|
|
November 2012 Program
|
||||||||||
October 1 to October 31
|
1,798,907
|
|
|
$
|
58.41
|
|
|
1,798,907
|
|
|
3,908,289
|
|
|
$
|
—
|
|
November 1 to November 30
|
2,237,527
|
|
|
62.04
|
|
|
2,235,978
|
|
|
3,908,289
|
|
|
861,328
|
|
||
December 1 to December 31
|
1,729,037
|
|
|
64.54
|
|
|
1,727,106
|
|
|
3,908,289
|
|
|
749,898
|
|
||
For the Fourth Quarter
|
5,765,471
|
|
|
$
|
61.65
|
|
|
5,761,991
|
|
|
3,908,289
|
|
|
$
|
749,898
|
|
(1)
|
In May 2012, the Board of Directors renewed its standing authorization of the Company's share repurchase program, on terms consistent with its prior five-year authorization which expired at that time. This renewal authorizes the repurchase of up to 10,000,000 shares of the Company's common stock during the five-year period ending May 2017. We purchased
1,798,907
shares under this program during the fourth quarter. Additionally, in November 2012, the Board of Directors approved a $1 billion share repurchase program authorizing repurchases of Dover’s common shares over the next 12 to 18 months. We purchased
3,963,084
shares under this new program during the fourth quarter. We also acquired
3,480
shares from holders of our employee stock options when they tendered those shares as full or partial payment of the exercise price of such options. These shares were applied against the exercise price at the market price on the date of exercise.
|
(2)
|
As of
December 31, 2012
, the number of shares still available for repurchase under the May 2012 share repurchase authorization was
3,908,289
. The approximate dollar amount still available for repurchase under the November 2012 share repurchase authorization was
$749,898
.
|
3M Company
|
Gardner Denver Inc.
|
Rockwell Automation
|
Actuant Corp.
|
Honeywell International
|
Roper Industries
|
Ametek Inc.
|
Hubbell Incorporated
|
Snap-On Inc.
|
Amphenol Corp.
|
IDEX Corporation
|
SPX Corporation
|
Cameron International
|
Illinois Tool Works
|
Teledyne Technologies Inc.
|
Carlisle Companies
|
Ingersoll-Rand PLC
|
Textron Inc.
|
Corning Inc.
|
Lennox International Inc.
|
The Timken Company
|
Crane Company
|
Nordson Corp.
|
Tyco International
|
Danaher Corporation
|
Pall Corporation
|
United Technologies Corp.
|
Eaton Corporation
|
Parker-Hannifin Corp.
|
Vishay Intertechnology Inc.
|
Emerson Electric Co.
|
Pentair Inc.
|
Weatherford International
|
Flowserve Corporation
|
Precision Castparts Corp.
|
|
FMC Technologies
|
Regal Beloit Corp.
|
|
dollars in thousands except share data
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
8,104,339
|
|
|
$
|
7,369,154
|
|
|
$
|
6,109,507
|
|
|
$
|
5,055,796
|
|
|
$
|
6,233,670
|
|
Earnings from continuing operations
|
|
833,119
|
|
|
773,186
|
|
|
619,497
|
|
|
390,705
|
|
|
579,374
|
|
|||||
Net earnings
|
|
811,070
|
|
|
895,243
|
|
|
700,104
|
|
|
356,438
|
|
|
590,831
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
4.59
|
|
|
$
|
4.16
|
|
|
$
|
3.31
|
|
|
$
|
2.10
|
|
|
$
|
3.07
|
|
Discontinued operations
|
|
(0.12
|
)
|
|
0.66
|
|
|
0.43
|
|
|
(0.18
|
)
|
|
0.06
|
|
|||||
Net earnings
|
|
4.47
|
|
|
4.82
|
|
|
3.75
|
|
|
1.91
|
|
|
3.13
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding
|
|
181,551,000
|
|
|
185,882,000
|
|
|
186,897,000
|
|
|
186,136,000
|
|
|
188,481,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
4.53
|
|
|
$
|
4.09
|
|
|
$
|
3.27
|
|
|
$
|
2.09
|
|
|
$
|
3.06
|
|
Discontinued operations
|
|
(0.12
|
)
|
|
0.65
|
|
|
0.43
|
|
|
(0.18
|
)
|
|
0.06
|
|
|||||
Net earnings
|
|
4.41
|
|
|
4.74
|
|
|
3.70
|
|
|
1.91
|
|
|
3.12
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding
|
|
183,993,000
|
|
|
188,887,000
|
|
|
189,170,000
|
|
|
186,736,000
|
|
|
189,269,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per common share
|
|
$
|
1.33
|
|
|
$
|
1.18
|
|
|
$
|
1.07
|
|
|
$
|
1.02
|
|
|
$
|
0.90
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
$
|
297,012
|
|
|
$
|
262,676
|
|
|
$
|
169,297
|
|
|
$
|
108,639
|
|
|
$
|
160,489
|
|
Depreciation and amortization
|
|
357,585
|
|
|
290,477
|
|
|
229,237
|
|
|
217,981
|
|
|
216,585
|
|
|||||
Total assets
|
|
10,443,943
|
|
|
9,500,552
|
|
|
8,558,743
|
|
|
7,882,403
|
|
|
7,883,238
|
|
|||||
Total debt
|
|
2,800,116
|
|
|
2,187,252
|
|
|
1,807,476
|
|
|
1,860,884
|
|
|
2,084,173
|
|
|
|
Years Ended December 31,
|
|
% / Point Change
|
||||||||||||||
(dollars in thousands, except per share figures)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Revenue
|
|
$
|
8,104,339
|
|
|
$
|
7,369,154
|
|
|
$
|
6,109,507
|
|
|
10.0
|
%
|
|
20.6
|
%
|
Cost of goods and services
|
|
4,997,274
|
|
|
4,524,351
|
|
|
3,686,861
|
|
|
10.5
|
%
|
|
22.7
|
%
|
|||
Gross profit
|
|
3,107,065
|
|
|
2,844,803
|
|
|
2,422,646
|
|
|
9.2
|
%
|
|
17.4
|
%
|
|||
Gross profit margin
|
|
38.3
|
%
|
|
38.6
|
%
|
|
39.7
|
%
|
|
(0.3
|
)
|
|
(1.1
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Selling and administrative expenses
|
|
1,841,688
|
|
|
1,720,954
|
|
|
1,499,597
|
|
|
7.0
|
%
|
|
14.8
|
%
|
|||
Selling and administrative as a percent of revenue
|
|
22.7
|
%
|
|
23.4
|
%
|
|
24.5
|
%
|
|
(0.7
|
)
|
|
(1.1
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
121,141
|
|
|
115,525
|
|
|
106,371
|
|
|
4.9
|
%
|
|
8.6
|
%
|
|||
Other expense (income), net
|
|
6,665
|
|
|
(1,938
|
)
|
|
3,556
|
|
|
nm
|
|
|
nm
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
|
304,452
|
|
|
237,076
|
|
|
193,625
|
|
|
28.4
|
%
|
|
22.4
|
%
|
|||
Effective tax rate
|
|
26.8
|
%
|
|
23.5
|
%
|
|
23.8
|
%
|
|
3.3
|
|
|
(0.3
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
833,119
|
|
|
773,186
|
|
|
619,497
|
|
|
7.8
|
%
|
|
24.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from discontinued operations, net
|
|
(22,049
|
)
|
|
122,057
|
|
|
80,607
|
|
|
nm
|
|
|
51.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations per common share - diluted
|
|
$
|
4.53
|
|
|
$
|
4.09
|
|
|
3.27
|
|
|
10.8
|
%
|
|
25.1
|
%
|
•
|
The Communication Technologies segment incurred restructuring charges of $5.5 million, primarily relating to a facility consolidation and related headcount reductions within its operations that serve the telecom infrastructure market to better reflect the current market dynamics, along with headcount reductions undertaken to facilitate management changes and optimize the cost structure of its businesses serving the consumer electronics market.
|
•
|
The Energy segment incurred restructuring charges of $0.7 million, primarily representing costs for the integration of recent acquisitions and minor headcount reductions.
|
•
|
The Engineered Systems segment incurred restructuring charges of $7.5 million, mainly relating to facility consolidations and other headcount reduction programs undertaken to optimize its cost structure.
|
•
|
The Printing & Identification segment incurred restructuring charges of $5.7 million, principally relating to rationalization of global headcount within its marking and coding businesses to better align its footprint with present market conditions.
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
(dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consumer Electronics
|
|
$
|
708,191
|
|
|
$
|
542,389
|
|
|
$
|
260,396
|
|
|
30.6
|
%
|
|
108.3
|
%
|
Medical Technology
|
|
244,788
|
|
|
233,820
|
|
|
240,400
|
|
|
4.7
|
%
|
|
(2.7
|
)%
|
|||
Aerospace/Defense
|
|
413,877
|
|
|
400,179
|
|
|
374,900
|
|
|
3.4
|
%
|
|
6.7
|
%
|
|||
Telecom/Other
|
|
149,729
|
|
|
183,689
|
|
|
200,316
|
|
|
(18.5
|
)%
|
|
(8.3
|
)%
|
|||
Total
|
|
$
|
1,516,585
|
|
|
$
|
1,360,077
|
|
|
$
|
1,076,012
|
|
|
11.5
|
%
|
|
26.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment earnings
|
|
$
|
218,960
|
|
|
$
|
226,382
|
|
|
$
|
205,215
|
|
|
(3.3
|
)%
|
|
10.3
|
%
|
Operating margin
|
|
14.4
|
%
|
|
16.6
|
%
|
|
19.1
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment EBITDA
|
|
$
|
351,579
|
|
|
$
|
328,221
|
|
|
$
|
277,477
|
|
|
7.1
|
%
|
|
18.3
|
%
|
Segment EBITDA margin
|
|
23.2
|
%
|
|
24.1
|
%
|
|
25.8
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
132,619
|
|
|
$
|
101,839
|
|
|
$
|
72,262
|
|
|
30.2
|
%
|
|
40.9
|
%
|
Bookings
|
|
1,504,242
|
|
|
1,344,540
|
|
|
1,128,265
|
|
|
11.9
|
%
|
|
19.2
|
%
|
|||
Backlog
|
|
424,144
|
|
|
437,320
|
|
|
404,374
|
|
|
(3.0
|
)%
|
|
8.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Components of segment revenue growth:
|
|
|
|
|
|
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Organic growth
|
|
|
|
|
|
|
|
2.4
|
%
|
|
7.2
|
%
|
||||||
Acquisitions
|
|
|
|
|
|
|
|
9.9
|
%
|
|
18.0
|
%
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
(0.8
|
)%
|
|
1.2
|
%
|
||||||
|
|
|
|
|
|
|
|
11.5
|
%
|
|
26.4
|
%
|
•
|
Our revenue in the consumer electronics market (representing 47% of 2012 segment revenue) increased $165.8 million or 31% due to solid demand for components serving the handset market. This growth was tempered in part by delays in the launches of certain OEM products and operational challenges in the Sound Solutions business impacting its product rollouts which have led to lower volume for this portion of the business. As anticipated, our Sound Solutions business experienced improvement in revenue and margin in the fourth quarter of 2012 relative to earlier quarters, and we expect this trend to continue in 2013. Overall, our MEMs microphones remain well positioned to capitalize on this market's growth as we have continued to invest in capacity to meet the growing market demands.
|
•
|
Our medical technology revenue (16% of 2012 segment revenue) increased by $11.0 million or 5% due to increased hearing aid demand. Revenue derived from other medical products was unfavorably impacted by weakened European and Asian economic conditions.
|
•
|
Revenue derived from our aerospace/defense market (27% of 2012 segment revenue) increased $13.7 million or 3% mainly due to continued increase in build rates of commercial aircraft and the timing and funding of key defense programs in which we participate. The defense market in Europe continues to be impacted by the weak macro-economic environment.
|
•
|
We continue to experience weakened demand in the global telecom markets, driven in part by continued deferred industry investment. This contributed to a revenue decrease of $34.0 million or 18% from our telecom/other markets (10% of 2012 segment revenue).
|
•
|
Our revenue in the consumer electronics market (representing 40% of 2011 segment revenue) increased $91.8 million or 35%, excluding Sound Solutions. Our MEMs microphones and SiSonic™ technologies were well positioned to capitalize on this market's growth as we have continued to invest in capacity to meet the growing market demands.
|
•
|
Our medical technology revenue (17% of segment revenue) declined by $6.6 million or 3% principally due to softer hearing aid demand in the first half of 2011 and overall softer medical equipment demand.
|
•
|
Our aerospace/defense revenue (29% of 2011 segment revenue) increased $25.3 million or 7%. We experienced solid demand in the commercial aerospace market due to increased build rates of commercial aircraft by leading aircraft manufactures and increased demand for our aftermarket products globally. This increase was partially offset by revenue derived from our defense market mainly due to timing and funding of certain programs in which we participate.
|
•
|
Our telecom/other revenue (14% of 2011 segment revenue) decreased $16.6 million or 8% due to weakened demand in the global telecom markets, driven in part by deferred industry investment due to service provider consolidation.
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
(dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Drilling
|
|
$
|
408,629
|
|
|
$
|
400,280
|
|
|
$
|
297,926
|
|
|
2.1
|
%
|
|
34.4
|
%
|
Production
|
|
1,182,315
|
|
|
969,271
|
|
|
562,800
|
|
|
22.0
|
%
|
|
72.2
|
%
|
|||
Downstream
|
|
581,660
|
|
|
531,198
|
|
|
442,781
|
|
|
9.5
|
%
|
|
20.0
|
%
|
|||
Total
|
|
$
|
2,172,604
|
|
|
$
|
1,900,749
|
|
|
$
|
1,303,507
|
|
|
14.3
|
%
|
|
45.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment earnings
|
|
$
|
538,650
|
|
|
$
|
450,637
|
|
|
$
|
316,113
|
|
|
19.5
|
%
|
|
42.6
|
%
|
Operating margin
|
|
24.8
|
%
|
|
23.7
|
%
|
|
24.3
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment EBITDA
|
|
$
|
633,727
|
|
|
$
|
528,456
|
|
|
$
|
364,955
|
|
|
19.9
|
%
|
|
44.8
|
%
|
Segment EBITDA margin
|
|
29.2
|
%
|
|
27.8
|
%
|
|
28.0
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
95,077
|
|
|
$
|
77,819
|
|
|
$
|
48,842
|
|
|
22.2
|
%
|
|
59.3
|
%
|
Bookings
|
|
2,193,042
|
|
|
1,985,405
|
|
|
1,319,015
|
|
|
10.5
|
%
|
|
50.5
|
%
|
|||
Backlog
|
|
256,093
|
|
|
246,351
|
|
|
152,183
|
|
|
4.0
|
%
|
|
61.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Components of revenue growth:
|
|
|
|
|
|
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Organic growth
|
|
|
|
|
|
|
|
9.4
|
%
|
|
26.2
|
%
|
||||||
Acquisitions
|
|
|
|
|
|
|
|
5.3
|
%
|
|
18.5
|
%
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
(0.4
|
)%
|
|
1.1
|
%
|
||||||
|
|
|
|
|
|
|
|
14.3
|
%
|
|
45.8
|
%
|
•
|
Drilling revenue (representing 19% of 2012 segment revenue) increased by $8.3 million or 2% due to an essentially flat level of drilling activity compared to 2011, which moderated demand for the segment's drilling products.
|
•
|
Production revenue (54% of 2012 segment revenue) increased by $213.0 million 22%, with 12% due to organic growth and 10% from acquisitions. Organic growth was driven by an increased number of active U.S. oil wells and wells with natural gas liquids driving demand for artificial lift products, higher international sales, and increased demand for compressor related products and winch products serving the infrastructure and recovery markets.
|
•
|
Our revenues in the drilling sector, and to a smaller extent in the production sector, are impacted by changes in the number of active North American drilling rigs. In 2012, the average North American drilling rig count declined 1% compared to the prior year. We expect the North American rig count growth to turn positive in the second half of 2013.
|
•
|
Downstream revenue (27% of 2012 segment revenue) increased by $50.5 million or 10%, reflecting increased demand for loading equipment for the rail, cargo tank and chemical/industrial markets, bearing products serving energy markets, and fuel delivery systems.
|
•
|
Drilling revenue (representing 21% of 2011 segment revenue) grew 34% due to increased exploration activity, pricing, and market share increases.
|
•
|
Production revenue (51% of 2011 segment revenue) increased 72%, with 35% due to organic growth and 37% from acquisitions. The organic growth was driven by higher drilling and well completion activity, increased international sales, and higher demand for winch products serving the energy, infrastructure, and recovery markets.
|
•
|
Our revenues in the drilling and production sectors are impacted by changes in the number of active North American drilling rigs. The average North American drilling rig count in 2011 was up 21% over the prior year, driven by strong oil prices.
|
•
|
Downstream revenue (28% of 2011 segment revenue) was up 20%, with 14% from organic revenue growth and the balance from recent acquisitions. The organic growth reflected continued strong demand for products in the power generation, rail, cargo tank, and chemical/industrial markets, as well as nozzles and hanging hardware for retail fueling stations.
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
(dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Refrigeration & Industrial
|
|
|
|
|
|
|
|
|
|
|
||||||||
Refrigeration & Food Equipment
|
|
$
|
1,373,579
|
|
|
$
|
1,240,938
|
|
|
$
|
1,142,533
|
|
|
10.7
|
%
|
|
8.6
|
%
|
Other Industrial
|
|
1,230,263
|
|
|
1,183,700
|
|
|
1,077,311
|
|
|
3.9
|
%
|
|
9.9
|
%
|
|||
|
|
2,603,842
|
|
|
2,424,638
|
|
|
2,219,844
|
|
|
7.4
|
%
|
|
9.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fluid Solutions Platform
|
|
817,162
|
|
|
677,621
|
|
|
567,914
|
|
|
20.6
|
%
|
|
19.3
|
%
|
|||
Eliminations
|
|
(1,460
|
)
|
|
(1,524
|
)
|
|
(1,316
|
)
|
|
|
|
|
|||||
|
|
$
|
3,419,544
|
|
|
$
|
3,100,735
|
|
|
$
|
2,786,442
|
|
|
10.3
|
%
|
|
11.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment earnings
|
|
$
|
501,952
|
|
|
$
|
445,186
|
|
|
$
|
382,644
|
|
|
12.8
|
%
|
|
16.3
|
%
|
Operating margin
|
|
14.7
|
%
|
|
14.4
|
%
|
|
13.7
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment EBITDA
|
|
$
|
595,573
|
|
|
$
|
519,962
|
|
|
$
|
455,170
|
|
|
14.5
|
%
|
|
14.2
|
%
|
Segment EBITDA margin
|
|
17.4
|
%
|
|
16.8
|
%
|
|
16.3
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
93,621
|
|
|
$
|
74,776
|
|
|
$
|
72,526
|
|
|
25.2
|
%
|
|
3.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bookings
|
|
|
|
|
|
|
|
|
|
|
||||||||
Refrigeration & Industrial
|
|
$
|
2,585,130
|
|
|
$
|
2,512,706
|
|
|
$
|
2,291,896
|
|
|
2.9
|
%
|
|
9.6
|
%
|
Fluid Solutions
|
|
796,489
|
|
|
682,832
|
|
|
573,886
|
|
|
16.6
|
%
|
|
19.0
|
%
|
|||
Eliminations
|
|
(1,441
|
)
|
|
(2,816
|
)
|
|
(2,412
|
)
|
|
|
|
|
|||||
|
|
$
|
3,380,178
|
|
|
$
|
3,192,722
|
|
|
$
|
2,863,370
|
|
|
5.9
|
%
|
|
11.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Backlog
|
|
|
|
|
|
|
|
|
|
|
||||||||
Refrigeration & Industrial
|
|
$
|
516,559
|
|
|
$
|
528,118
|
|
|
$
|
446,267
|
|
|
(2.2
|
)%
|
|
18.3
|
%
|
Fluid Solutions
|
|
160,890
|
|
|
54,194
|
|
|
47,123
|
|
|
196.9
|
%
|
|
15.0
|
%
|
|||
Eliminations
|
|
(157
|
)
|
|
(177
|
)
|
|
(315
|
)
|
|
|
|
|
|||||
|
|
$
|
677,292
|
|
|
$
|
582,135
|
|
|
$
|
493,075
|
|
|
16.3
|
%
|
|
18.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Components of revenue growth:
|
|
|
|
|
|
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Organic growth
|
|
|
|
|
|
|
|
5.6
|
%
|
|
9.4
|
%
|
||||||
Acquisitions
|
|
|
|
|
|
|
|
6.1
|
%
|
|
0.6
|
%
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
(1.4
|
)%
|
|
1.3
|
%
|
||||||
|
|
|
|
|
|
|
|
10.3
|
%
|
|
11.3
|
%
|
•
|
Revenue of our Refrigeration & Industrial platform, which serves our refrigeration and food equipment and other industrial end-markets, increased $179.2 million or 7%.
|
•
|
Revenue derived from refrigeration and food equipment markets (representing 40% of 2012 segment revenue) increased $132.6 million or 11%, with 2% of the revenue growth generated by the Anthony and Advansor acquisitions, and the remaining 9% of the growth reflecting solid demand for refrigeration systems fueled by remodel activity at major retail chains, as well as increased demand for foodservice equipment through dealer and direct channels and for beverage can-making equipment, especially in Asia.
|
•
|
Revenue generated by our businesses serving other industrial markets (36% of 2012 segment revenue) increased $46.6 million or 4%. The increase was driven by higher demand for waste and recycling equipment and industrial automation machinery, along with increased demand for vehicle services in the important Asian markets and strong first-half demand for hydraulic equipment serving the mining and utility sectors.
|
•
|
Revenue of our Fluid Solutions platform (24% of 2012 segment revenue) increased by $139.5 million or 21% reflecting the favorable impact of recent acquisitions, most notably Maag Pump Systems, which was acquired in the first quarter of 2012, partly offset by a 1% decline in organic revenue, primarily resulting from weakness in our European markets.
|
•
|
Revenue of our refrigeration & industrial platform, which serves our refrigeration and food equipment, waste and recycling, and other industrial end-markets, increased $204.8 million or 9%.
|
•
|
Revenue from refrigeration and food equipment (representing 40% of 2011 segment revenue) increased $98 million or 9% reflecting strong demand for refrigeration systems fueled by remodel activity at major retail chains.
|
•
|
Performance by our businesses serving the waste and recycling and other industrial markets (38% of 2011 segment revenue) was driven by increased global demand for industrial automation machinery, improving demand for vehicle services in the important Asian markets and a market rebound in hydraulic equipment due in part to strength in the mining sector, partially offset by a double-digit decline in waste and recycling revenue given continued constraints on municipal spending. These factors combined to increase other industrial revenue by $106 million or 10%.
|
•
|
Revenue of our fluid solutions platform (22% of 2011 segment revenue) increased by $110 million or 19% reflecting strong demand for pumps in the chemical, transport, and hygienic markets and increasing demand for heat exchange systems, coupled with the benefits from geographic expansion, particularly in Asia, and price increases necessary to cover rising commodity costs.
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
(dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fast Moving Consumer Goods
|
|
$
|
588,856
|
|
|
$
|
581,158
|
|
|
$
|
545,000
|
|
|
1.3
|
%
|
|
6.6
|
%
|
Industrial
|
|
407,675
|
|
|
427,078
|
|
|
398,681
|
|
|
(4.5
|
)%
|
|
7.1
|
%
|
|||
Total
|
|
$
|
996,531
|
|
|
$
|
1,008,236
|
|
|
$
|
943,681
|
|
|
(1.2
|
)%
|
|
6.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment earnings
|
|
$
|
135,159
|
|
|
$
|
141,561
|
|
|
$
|
151,235
|
|
|
(4.5
|
)%
|
|
(6.4
|
)%
|
Operating margin
|
|
13.6
|
%
|
|
14.0
|
%
|
|
16.0
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment EBITDA
|
|
$
|
168,761
|
|
|
$
|
175,043
|
|
|
$
|
184,805
|
|
|
(3.6
|
)%
|
|
(5.3
|
)%
|
Segment EBITDA margin
|
|
16.9
|
%
|
|
17.4
|
%
|
|
19.6
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
33,602
|
|
|
$
|
33,482
|
|
|
$
|
33,570
|
|
|
0.4
|
%
|
|
(0.3
|
)%
|
Bookings
|
|
999,054
|
|
|
1,018,355
|
|
|
959,177
|
|
|
(1.9
|
)%
|
|
6.2
|
%
|
|||
Backlog
|
|
97,857
|
|
|
94,557
|
|
|
90,554
|
|
|
3.5
|
%
|
|
4.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Components of revenue growth:
|
|
|
|
|
|
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Organic growth
|
|
|
|
|
|
|
|
2.4
|
%
|
|
3.3
|
%
|
||||||
Acquisitions
|
|
|
|
|
|
|
|
—
|
%
|
|
—
|
%
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
(3.6
|
)%
|
|
3.5
|
%
|
||||||
|
|
|
|
|
|
|
|
(1.2
|
)%
|
|
6.8
|
%
|
•
|
FMCG revenue (representing 59% of 2012 segment revenue) grew $7.7 million or 5% year-over-year, excluding a 4% unfavorable impact from foreign currency. Despite economic weakness in Europe, growth was driven by continued market acceptance of our new products and added sales and service resources in key regional markets.
|
•
|
Industrial revenue (41% of 2012 segment revenue) contracted 1% compared with the prior year, excluding a 4% unfavorable impact from foreign currency, reflecting weaker European and slowing Asia markets.
|
•
|
FMCG revenue (representing 58% of 2011 segment revenue) grew in excess of 3% year-over-year, excluding a 3.5% favorable impact from foreign currency, as new product introductions gained traction as the year progressed, offset partially by softening European markets at the end of the year.
|
•
|
Industrial revenue (42% of 2011 segment revenue) was up similarly in excess of 3% versus the prior year, excluding a 3.5% favorable impact from foreign currency.
|
|
Years Ended December 31,
|
||||||||||
Cash Flows from Continuing Operations
(in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Net Cash Flows Provided By (Used In):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,261,160
|
|
|
$
|
948,864
|
|
|
$
|
830,295
|
|
Investing activities
|
(1,345,888
|
)
|
|
(1,012,430
|
)
|
|
(166,444
|
)
|
|||
Financing activities
|
(342,942
|
)
|
|
(50,501
|
)
|
|
(304,788
|
)
|
•
|
Acquisitions
. In 2012, we used $1.0 billion to acquire seven businesses, including $266 million for Maag Pump Systems, a European acquisition for our Fluid Solutions platform, $119 million for the cash portion of the purchase price paid for PCS, a second quarter acquisition in our Energy segment, and $603 million for Anthony International, a fourth quarter acquisition for our Refrigeration & Industrial platform. A portion of the PCS acquisition was also funded by the issuance of Dover stock valued at $101 million at the date of acquisition. Cash paid for the 2012 acquisitions is net of $45 million received as final payment for settlement of purchase price adjustments for post-acquisition contingencies relating to the 2011 Sound Solutions acquisition by our Communication Technologies segment. In comparison, in 2011, we used $1.4 billion to acquire nine businesses, including $401 million for the acquisition of Harbison-Fischer by our Energy segment and $824 million for the acquisition of Sound Solutions. See Note 2 to the Consolidated Financial Statements in Item 8 of this Form 10-K for additional information with respect to recent acquisitions.
|
•
|
Capital spending.
Capital expenditures, primarily to support capacity expansion, innovation, and cost savings, were $297 million in 2012 and $263 million in 2011. Our capital expenditures were approximately $34 million higher in the 2012 period as compared to 2011, reflecting continued investment in capacity expansion to support growth in the handset market with significant investments to increase MEMs manufacturing capacity in our domestic and Asian facilities, along with other investments supporting growth in our energy production end markets. We expect 2013 capital expenditures as a percentage of revenue to approximate 3.5%.
|
•
|
Proceeds from sale of businesses.
In 2011, we generated cash of $517 million, primarily from the sale of Paladin Brands, Crenlo, and Heil Trailer, three businesses that had operated in our Engineered Systems segment.
|
•
|
Short-term investments.
We typically invest cash in excess of near-term requirements in short-term investments. In 2011, we generated proceeds of $124 million from the sale of short-term investments, which were liquidated to provide cash for 2011 acquisitions. We held no short-term investments during 2012.
|
•
|
Long-term debt
. In the 2012 period, we had negligible reductions in long-term debt. However, in the 2011 period, we received proceeds of $789 million from the issuance of 4.3% 10-year Notes due 2021 and 5.375% 30-year Notes due 2041. These proceeds were used to fund acquisitions made in the first quarter of 2011 and repay $400 million of other borrowings which came due during the period.
|
•
|
Notes payable.
In December 2012, we received proceeds of $608 million from commercial paper issued principally to fund the fourth quarter Anthony acquisition.
|
•
|
Treasury purchases
. In November 2012, Dover's Board of Directors approved an additional $1 billion stock repurchase program, to drive additional shareholder value. As a result, our 2012 activity includes incremental share buy-backs under the above-mentioned program and the repurchase of shares to offset the dilutive impact of shares issued for the second quarter acquisition of PCS, in addition to the typical repurchase of shares to offset the dilutive impact of shares issued under our equity compensation plans. In total, we used $749 million in 2012 to purchase 12.3 million shares of our common stock in the open market. In 2011, we purchased approximately 4.0 million shares for $242 million.
|
•
|
Dividend payments
. Total dividend payments to common shareholders were $241 million in 2012 and $219 million in 2011. Our dividends per common share increased 13% to $1.33 per share in 2012 compared to $1.18 per share in 2011. This represents the 57th consecutive year that our dividend has increased.
|
•
|
Proceeds from the exercise of stock options
. We received $43 million from employee exercises of stock options in 2012, compared to $40 million in 2011, with the variance attributed to a greater number of options exercised in the 2012 period.
|
|
Years Ended December 31,
|
||||||||||
Free Cash Flow
(dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flow provided by operating activities
|
$
|
1,261,160
|
|
|
$
|
948,864
|
|
|
$
|
830,295
|
|
Less: Capital expenditures
|
(297,012
|
)
|
|
(262,676
|
)
|
|
(169,297
|
)
|
|||
Free cash flow
|
$
|
964,148
|
|
|
$
|
686,188
|
|
|
$
|
660,998
|
|
Free cash flow as a percentage of revenue
|
11.9
|
%
|
|
9.3
|
%
|
|
10.8
|
%
|
Net Debt to Net Capitalization Ratio
(dollars in thousands)
|
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||
Current maturities of long-term debt
|
|
$
|
3,266
|
|
|
$
|
1,022
|
|
|
$
|
1,590
|
|
Commercial paper
|
|
607,500
|
|
|
—
|
|
|
15,000
|
|
|||
Long-term debt
|
|
2,189,350
|
|
|
2,186,230
|
|
|
1,790,886
|
|
|||
Total debt
|
|
2,800,116
|
|
|
2,187,252
|
|
|
1,807,476
|
|
|||
Less: Cash, cash equivalents, and short-term investments
|
|
(800,076
|
)
|
|
(1,206,755
|
)
|
|
(1,309,095
|
)
|
|||
Net debt
|
|
2,000,040
|
|
|
980,497
|
|
|
498,381
|
|
|||
Add: Stockholders' equity
|
|
4,919,230
|
|
|
4,930,555
|
|
|
4,526,562
|
|
|||
Net capitalization
|
|
$
|
6,919,270
|
|
|
$
|
5,911,052
|
|
|
$
|
5,024,943
|
|
Net debt to net capitalization
|
|
28.9
|
%
|
|
16.6
|
%
|
|
9.9
|
%
|
|
Short Term Rating
|
|
Long Term Rating
|
|
Outlook
|
Moody's
|
P-1
|
|
A2
|
|
Stable
|
Standard & Poor's
|
A-1
|
|
A
|
|
Stable
|
Fitch
|
F1
|
|
A
|
|
Stable
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||||||
(in thousands)
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
|
Other (5)
|
||||||||||||
Long-term debt
(1)
|
|
$
|
2,192,616
|
|
|
$
|
3,266
|
|
|
$
|
302,086
|
|
|
$
|
—
|
|
|
$
|
1,887,264
|
|
|
$
|
—
|
|
Interest expense
(2)
|
|
1,816,585
|
|
|
117,788
|
|
|
232,529
|
|
|
206,326
|
|
|
1,259,942
|
|
|
—
|
|
||||||
Rental commitments
|
|
271,505
|
|
|
63,228
|
|
|
87,534
|
|
|
47,206
|
|
|
73,537
|
|
|
—
|
|
||||||
Purchase obligations
(3)
|
|
41,660
|
|
|
35,245
|
|
|
6,401
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||||
Capital leases
|
|
6,839
|
|
|
2,552
|
|
|
2,644
|
|
|
855
|
|
|
788
|
|
|
—
|
|
||||||
Supplemental & post-retirement benefits
(4)
|
|
167,976
|
|
|
21,045
|
|
|
44,299
|
|
|
21,939
|
|
|
80,693
|
|
|
—
|
|
||||||
Uncertain tax positions
(5)
|
|
214,064
|
|
|
1,214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
212,850
|
|
||||||
Total obligations
|
|
$
|
4,711,245
|
|
|
$
|
244,338
|
|
|
$
|
675,493
|
|
|
$
|
276,340
|
|
|
$
|
3,302,224
|
|
|
$
|
212,850
|
|
(1
|
)
|
See Note 9 to the Consolidated Financial Statements. Amounts represent total long-term debt, including current maturities.
|
(2
|
)
|
Amounts represent estimate of future interest payments on long-term debt using the interest rates in effect at December 31, 2012.
|
(3
|
)
|
Amount includes purchase obligations totaling $36,473 relating to businesses reported within discontinued operations at December 31, 2012.
|
(4
|
)
|
Amounts represent estimated benefit payments under our supplemental and post-retirement benefit plans. See Note 14 to the Consolidated Financial Statements. We also expect to contribute approximately $20 to $40 million to our qualified defined benefit plans in 2013, which amount is not reflected in the above table.
|
(5
|
)
|
Amount in "Other" column includes $63,059 reported within discontinued operations at December 31, 2012. Due to the uncertainty of the potential settlement of future uncertain tax positions, we are unable to estimate the timing of the related payments, if any, that will be made subsequent to 2013. These amounts do not include the potential indirect benefits resulting from deductions or credits for payments made to other jurisdictions.
|
•
|
Revenue is recognized when all of the following circumstances are satisfied: a) persuasive evidence of an arrangement exists, b) price is fixed or determinable, c) collectability is reasonably assured, and d) delivery has occurred or services have been rendered. The majority of our revenue is generated through the manufacture and sale of a broad range of specialized products and components, with revenue recognized upon transfer of title and risk of loss, which is generally upon shipment. Service revenue represents less than 10% of our total revenue and is recognized as the services are performed. In limited cases, our revenue arrangements with customers require delivery, installation, testing, certification, or other acceptance provisions to be satisfied before revenue is recognized. We do not have significant multiple deliverable arrangements.
|
•
|
Inventories for the majority of our subsidiaries, including all international subsidiaries, are stated at the lower of cost, determined on the first-in, first-out (FIFO) basis, or market. Other domestic inventories are stated at cost, determined on the last-in, first-out (LIFO) basis, which is less than market value. Under certain market conditions, estimates and judgments regarding the valuation of inventories are employed by us to properly value inventories. Businesses within our Communication Technologies and Printing & Identification segments tend to experience somewhat higher levels
|
•
|
We have significant tangible and intangible assets on our balance sheet that include goodwill and other intangibles related to acquisitions. The valuation and classification of these assets and the assignment of useful depreciation and amortization lives involve significant judgments and the use of estimates. The testing of these intangibles under established accounting guidelines for impairment also requires significant use of judgment and assumptions, particularly as it relates to the identification of reporting units and the determination of fair market value. Our assets and reporting units are tested and reviewed for impairment on an annual basis during the fourth quarter or, when indicators of impairment exist, such as a significant sustained change in the business climate, or when a significant portion of a reporting unit is to be reclassified to discontinued operations, during the interim periods. We estimate fair value using discounted cash flow analyses (i.e. an income approach) which incorporate management assumptions relating to future growth and profitability. Changes in business or market conditions could impact the future cash flows used in such analyses. We believe that our use of estimates and assumptions are reasonable and comply with generally accepted accounting principles. We performed the annual impairment testing of our 17 identified reporting units in the fourth quarter of
2012
, and the fair value of 16 of the reporting units exceeded the carrying value by at least 20% and, in most cases, significantly more. If the fair value of each of these reporting units was decreased by 10%, the resulting fair value would still have exceeded the carrying value and no impairment would have been recognized. The testing of the goodwill of our ECT business upon reclassification to discontinued operations in the fourth quarter resulted in a goodwill impairment on the basis of the fair value assumptions predicated on an anticipated sale. As a result, we computed a goodwill impairment of $63.8 million ($54.9 million, net of tax) that was recognized in the fourth quarter of 2012 within the results of discontinued operations.
|
•
|
The valuation of our pension and other post-retirement plans requires the use of assumptions and estimates that are used to develop actuarial valuations of expenses and assets/liabilities. Inherent in these valuations are key assumptions, including discount rates, investment returns, projected salary increases and benefits, and mortality rates. Annually, we review the actuarial assumptions used in our pension reporting and compare them with external benchmarks to ensure that they accurately account for our future pension obligations. Changes in assumptions and future investment returns could potentially have a material impact on our pension expense and related funding requirements. Our expected long-term rate of return on plan assets is reviewed annually based on actual returns, economic trends and portfolio allocation. Our discount rate assumption is determined by developing a yield curve based on high quality corporate bonds with maturities matching the plans’ expected benefit payment streams. The plans’ expected cash flows are then discounted by the resulting year-by-year spot rates. As disclosed in Note 14 to the Consolidated Financial Statements, the
2012
weighted-average discount rates used to measure our qualified defined benefit, supplemental, and other post-retirement obligations ranged from 3.31% to 4.05%, reduced from the
2011
rates, which ranged from 4.45% to 4.85%. The reduced discount rates are reflective of the decline in global market interest rates over these periods. A 25 basis point decrease in the discount rates used for these plans would have increased the post retirement benefit obligations by approximately $43.1 million from the amount recorded in the financial statements at December 31,
2012
. Our pension expense is also sensitive to changes in the expected long-term rate of return on plan assets. A decrease of 25 basis points in the expected long-term rate of return on assets would have increased our defined benefit pension expense by approximately $1.7 million.
|
•
|
We have significant amounts of deferred tax assets that are reviewed for recoverability and valued accordingly. These assets are evaluated by using estimates of future taxable income streams and the impact of tax planning strategies. Reserves are also estimated, using more likely than not criteria, for ongoing audits regarding federal, state, and international issues that are currently unresolved. We routinely monitor the potential impact of these situations and believe that we have established the proper reserves. Reserves related to tax accruals and valuations related to deferred tax assets can be impacted by changes in tax codes and rulings, changes in statutory tax rates, and our future taxable income levels. The provision for uncertain tax positions provides a recognition threshold and measurement attribute for financial statement tax benefits taken or expected to be taken in a tax return and disclosure requirements regarding uncertainties in income tax positions. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We record interest and penalties related to unrecognized tax benefits as a component of our provision for income taxes.
|
•
|
We have significant accruals and reserves related to the self-insured portion of our risk management program. These accruals require the use of estimates and judgment with regard to risk exposure and ultimate liability. We estimate losses under these programs using actuarial assumptions, our experience, and relevant industry data. We review these factors quarterly and consider the current level of accruals and reserves adequate relative to current market conditions and experience.
|
•
|
We have established liabilities for environmental and legal contingencies at both the business and corporate levels. A significant amount of judgment and the use of estimates are required to quantify our ultimate exposure in these matters. The valuation of liabilities for these contingencies is reviewed on a quarterly basis to ensure that we have accrued the proper level of expense. The liability balances are adjusted to account for changes in circumstances for ongoing issues and the establishment of additional liabilities for emerging issues. While we believe that the amount accrued to-date is adequate, future changes in circumstances could impact these determinations.
|
•
|
Occasionally, we will establish liabilities for restructuring activities at an operation, in accordance with appropriate accounting principles. These liabilities, for both severance and exit costs, require the use of estimates. Though we believe that these estimates accurately reflect the anticipated costs, actual results may be different than the estimated amounts.
|
•
|
We will from time to time discontinue certain operations for various reasons. Estimates are used to adjust, if necessary, the assets and liabilities of discontinued operations, including goodwill, to their estimated fair market value. These estimates include assumptions relating to the proceeds anticipated as a result of the sale. Fair value is established using internal valuation calculations along with market analysis of similar-type entities. The adjustments to fair market value of these operations provide the basis for the gain or loss when sold. Changes in business conditions or the inability to sell an operation could potentially require future adjustments to these estimates. As noted above, we recognized a goodwill impairment charge of $63.8 million in the fourth quarter of 2012, as determined at the time one of our reporting units was reclassified to discontinued operations. We will continue to evaluate the businesses held for sale for impairment at each reporting period.
|
•
|
We are required to recognize in our consolidated statements of earnings the expense associated with all share-based payment awards made to employees and directors, including stock options, stock appreciation rights (SARs), restricted stock, and performance share awards. We use the Black-Scholes valuation model to estimate the fair value of SARs and stock options granted to employees. The model requires that we estimate the expected life of the SAR or option, expected forfeitures and the volatility of our stock using historical data. We use the Monte Carlo simulation model to estimate fair value of performance share awards which also require us to estimate the volatility of our stock and the volatility of returns on the stock of our peer group as well as the correlation of the returns between the companies in the peer group. For additional information related to the assumptions used, see Note 12 to the Consolidated Financial Statements in Item 8 of this Form 10-K.
|
Page
|
|
|
|
|
|
/s/ PricewaterhouseCoopers LLP
|
|
|
Chicago, Illinois
|
|
|
February 15, 2013
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenue
|
$
|
8,104,339
|
|
|
$
|
7,369,154
|
|
|
$
|
6,109,507
|
|
Cost of goods and services
|
4,997,274
|
|
|
4,524,351
|
|
|
3,686,861
|
|
|||
Gross profit
|
3,107,065
|
|
|
2,844,803
|
|
|
2,422,646
|
|
|||
Selling and administrative expenses
|
1,841,688
|
|
|
1,720,954
|
|
|
1,499,597
|
|
|||
Operating earnings
|
1,265,377
|
|
|
1,123,849
|
|
|
923,049
|
|
|||
Interest expense, net
|
121,141
|
|
|
115,525
|
|
|
106,371
|
|
|||
Other expense (income), net
|
6,665
|
|
|
(1,938
|
)
|
|
3,556
|
|
|||
Earnings before provision for income taxes and discontinued operations
|
1,137,571
|
|
|
1,010,262
|
|
|
813,122
|
|
|||
Provision for income taxes
|
304,452
|
|
|
237,076
|
|
|
193,625
|
|
|||
Earnings from continuing operations
|
833,119
|
|
|
773,186
|
|
|
619,497
|
|
|||
Earnings (loss) from discontinued operations, net
|
(22,049
|
)
|
|
122,057
|
|
|
80,607
|
|
|||
Net earnings
|
$
|
811,070
|
|
|
$
|
895,243
|
|
|
$
|
700,104
|
|
|
|
|
|
|
|
||||||
Earnings per share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.59
|
|
|
$
|
4.16
|
|
|
$
|
3.31
|
|
Diluted
|
$
|
4.53
|
|
|
$
|
4.09
|
|
|
$
|
3.27
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per share from discontinued operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.12
|
)
|
|
$
|
0.66
|
|
|
$
|
0.43
|
|
Diluted
|
$
|
(0.12
|
)
|
|
$
|
0.65
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
||||||
Net earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.47
|
|
|
$
|
4.82
|
|
|
$
|
3.75
|
|
Diluted
|
$
|
4.41
|
|
|
$
|
4.74
|
|
|
$
|
3.70
|
|
|
|
|
|
|
|
||||||
Dividends paid per common share
|
$
|
1.33
|
|
|
$
|
1.18
|
|
|
$
|
1.07
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
811,070
|
|
|
$
|
895,243
|
|
|
$
|
700,104
|
|
|
|
|
|
|
|
||||||
Other comprehensive earnings (loss), net of tax
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation gains (losses) during period
|
38,880
|
|
|
(71,612
|
)
|
|
(34,667
|
)
|
|||
Reclassification of foreign currency translation losses to earnings upon sale of subsidiaries
|
—
|
|
|
11,090
|
|
|
1,031
|
|
|||
Total foreign currency translation
|
38,880
|
|
|
(60,522
|
)
|
|
(33,636
|
)
|
|||
|
|
|
|
|
|
||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|||
Actuarial losses arising during period
|
(56,159
|
)
|
|
(46,284
|
)
|
|
(7,342
|
)
|
|||
Prior service cost arising during period
|
(4,685
|
)
|
|
(1,067
|
)
|
|
(1,848
|
)
|
|||
Amortization of actuarial losses included in net periodic pension cost
|
8,530
|
|
|
5,646
|
|
|
2,731
|
|
|||
Amortization of prior service costs included in net periodic pension cost
|
5,304
|
|
|
5,390
|
|
|
5,180
|
|
|||
Total pension and other postretirement benefit plans
|
(47,010
|
)
|
|
(36,315
|
)
|
|
(1,279
|
)
|
|||
|
|
|
|
|
|
||||||
Changes in fair value of cash flow hedges:
|
|
|
|
|
|
|
|
|
|||
Unrealized net gains (losses) arising during period
|
482
|
|
|
(948
|
)
|
|
623
|
|
|||
Net gains reclassified into earnings
|
(357
|
)
|
|
(124
|
)
|
|
(389
|
)
|
|||
Total cash flow hedges
|
125
|
|
|
(1,072
|
)
|
|
234
|
|
|||
|
|
|
|
|
|
||||||
Other
|
609
|
|
|
238
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Other comprehensive loss
|
(7,396
|
)
|
|
(97,671
|
)
|
|
(34,681
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive earnings
|
$
|
803,674
|
|
|
$
|
797,572
|
|
|
$
|
665,423
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
800,076
|
|
|
$
|
1,206,755
|
|
Receivables, net of allowances of $20,392 and $21,238
|
1,225,898
|
|
|
1,118,848
|
|
||
Inventories, net
|
872,841
|
|
|
733,807
|
|
||
Prepaid and other current assets
|
79,094
|
|
|
148,392
|
|
||
Deferred tax assets
|
49,935
|
|
|
40,376
|
|
||
Total current assets
|
3,027,844
|
|
|
3,248,178
|
|
||
Property, plant and equipment, net
|
1,167,052
|
|
|
970,703
|
|
||
Goodwill
|
4,114,650
|
|
|
3,506,975
|
|
||
Intangible assets, net
|
1,625,420
|
|
|
1,184,505
|
|
||
Other assets and deferred charges
|
111,432
|
|
|
103,331
|
|
||
Assets of discontinued operations
|
397,545
|
|
|
486,860
|
|
||
Total assets
|
$
|
10,443,943
|
|
|
$
|
9,500,552
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Notes payable and current maturities of long-term debt
|
$
|
610,766
|
|
|
$
|
1,022
|
|
Accounts payable
|
651,358
|
|
|
515,847
|
|
||
Accrued compensation and employee benefits
|
334,634
|
|
|
269,824
|
|
||
Accrued insurance
|
103,318
|
|
|
103,955
|
|
||
Other accrued expenses
|
255,632
|
|
|
218,957
|
|
||
Federal and other taxes on income
|
30,920
|
|
|
30,399
|
|
||
Total current liabilities
|
1,986,628
|
|
|
1,140,004
|
|
||
Long-term debt
|
2,189,350
|
|
|
2,186,230
|
|
||
Deferred income taxes
|
462,244
|
|
|
348,522
|
|
||
Other liabilities
|
677,533
|
|
|
619,337
|
|
||
Liabilities of discontinued operations
|
208,958
|
|
|
275,904
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
Preferred stock - $100 par value; 100,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock - $1 par value; 500,000,000 shares authorized; 254,119,478 and 250,591,610 shares issued at December 31, 2012 and December 31, 2011, respectively
|
254,119
|
|
|
250,592
|
|
||
Additional paid-in capital
|
834,677
|
|
|
663,289
|
|
||
Retained earnings
|
7,199,227
|
|
|
6,629,116
|
|
||
Accumulated other comprehensive loss
|
(54,906
|
)
|
|
(47,510
|
)
|
||
Common stock in treasury
|
(3,313,887
|
)
|
|
(2,564,932
|
)
|
||
Total stockholders' equity
|
4,919,230
|
|
|
4,930,555
|
|
||
Total liabilities and stockholders' equity
|
$
|
10,443,943
|
|
|
$
|
9,500,552
|
|
|
Common Stock $1 Par Value
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Earnings (Loss)
|
|
Treasury Stock
|
|
Total Stockholders' Equity
|
||||||||||||
Balance at December 31, 2009
|
$
|
247,342
|
|
|
$
|
497,291
|
|
|
$
|
5,453,022
|
|
|
$
|
84,842
|
|
|
$
|
(2,198,889
|
)
|
|
$
|
4,083,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
700,104
|
|
|
—
|
|
|
—
|
|
|
700,104
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
(200,099
|
)
|
|
—
|
|
|
—
|
|
|
(200,099
|
)
|
||||||
Common stock issued for the exercise of stock options and SARs
|
1,983
|
|
|
69,465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,448
|
|
||||||
Tax benefit from the exercise of stock options and SARs
|
—
|
|
|
6,466
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,466
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
21,464
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,464
|
|
||||||
Common stock issued, other
|
36
|
|
|
1,771
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,807
|
|
||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(123,555
|
)
|
|
(123,555
|
)
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,681
|
)
|
|
—
|
|
|
(34,681
|
)
|
||||||
Balance at December 31, 2010
|
$
|
249,361
|
|
|
$
|
596,457
|
|
|
$
|
5,953,027
|
|
|
$
|
50,161
|
|
|
$
|
(2,322,444
|
)
|
|
$
|
4,526,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
895,243
|
|
|
—
|
|
|
—
|
|
|
895,243
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
(219,154
|
)
|
|
—
|
|
|
—
|
|
|
(219,154
|
)
|
||||||
Common stock issued for the exercise of stock options and SARs
|
1,155
|
|
|
25,063
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,218
|
|
||||||
Tax benefit from the exercise of stock options and SARs
|
—
|
|
|
8,752
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,752
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
25,391
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,391
|
|
||||||
Common stock issued, other
|
76
|
|
|
4,780
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,856
|
|
||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(242,488
|
)
|
|
(242,488
|
)
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,671
|
)
|
|
—
|
|
|
(97,671
|
)
|
||||||
Other
|
—
|
|
|
2,846
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
2,846
|
|
|||||
Balance at December 31, 2011
|
$
|
250,592
|
|
|
$
|
663,289
|
|
|
$
|
6,629,116
|
|
|
$
|
(47,510
|
)
|
|
$
|
(2,564,932
|
)
|
|
$
|
4,930,555
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
811,070
|
|
|
—
|
|
|
—
|
|
|
811,070
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
(240,959
|
)
|
|
—
|
|
|
—
|
|
|
(240,959
|
)
|
||||||
Common stock issued for acquisition
|
1,636
|
|
|
98,974
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,610
|
|
||||||
Common stock issued for the exercise of stock options and SARs
|
1,871
|
|
|
17,210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,081
|
|
||||||
Tax benefit from the exercise of stock options and SARs
|
—
|
|
|
22,771
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,771
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
31,251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,251
|
|
||||||
Common stock issued, other
|
20
|
|
|
1,182
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,202
|
|
||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(748,955
|
)
|
|
(748,955
|
)
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,396
|
)
|
|
—
|
|
|
(7,396
|
)
|
||||||
Balance at December 31, 2012
|
$
|
254,119
|
|
|
$
|
834,677
|
|
|
$
|
7,199,227
|
|
|
$
|
(54,906
|
)
|
|
$
|
(3,313,887
|
)
|
|
$
|
4,919,230
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Operating Activities of Continuing Operations
|
|
|
|
|
|
||||||
Net earnings
|
$
|
811,070
|
|
|
$
|
895,243
|
|
|
$
|
700,104
|
|
|
|
|
|
|
|
||||||
Adjustments to reconcile net earnings to cash from operating activities:
|
|
|
|
|
|
||||||
Loss (gain) from discontinued operations, net
|
22,049
|
|
|
(122,057
|
)
|
|
(80,607
|
)
|
|||
Depreciation and amortization
|
357,585
|
|
|
290,477
|
|
|
229,237
|
|
|||
Stock-based compensation
|
30,884
|
|
|
25,130
|
|
|
20,407
|
|
|||
Provision for losses on accounts receivable (net of recoveries)
|
5,162
|
|
|
5,694
|
|
|
(153
|
)
|
|||
Deferred income taxes
|
(19,023
|
)
|
|
3,354
|
|
|
63,913
|
|
|||
Employee benefit plan expense
|
43,912
|
|
|
39,954
|
|
|
32,914
|
|
|||
Contributions to employee benefit plans
|
(48,576
|
)
|
|
(63,567
|
)
|
|
(58,201
|
)
|
|||
Loss on extinguishment of long-term debt
|
—
|
|
|
—
|
|
|
4,343
|
|
|||
Other, net
|
(24,283
|
)
|
|
18,313
|
|
|
(32,467
|
)
|
|||
Cash effect of changes in assets and liabilities (excluding effects of acquisitions, dispositions and foreign exchange):
|
|
|
|
|
|
||||||
Accounts receivable
|
(4,549
|
)
|
|
(124,193
|
)
|
|
(147,011
|
)
|
|||
Inventories
|
(37,986
|
)
|
|
(56,145
|
)
|
|
(88,552
|
)
|
|||
Prepaid expenses and other assets
|
9,066
|
|
|
2,143
|
|
|
8,205
|
|
|||
Accounts payable
|
73,460
|
|
|
82,624
|
|
|
79,183
|
|
|||
Accrued compensation and employee benefits
|
45,475
|
|
|
34,745
|
|
|
80,335
|
|
|||
Accrued expenses and other liabilities
|
(14,779
|
)
|
|
(17,858
|
)
|
|
32,428
|
|
|||
Accrued taxes
|
11,693
|
|
|
(64,993
|
)
|
|
(13,783
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
1,261,160
|
|
|
948,864
|
|
|
830,295
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities of Continuing Operations
|
|
|
|
|
|
|
|
||||
Additions to property, plant and equipment
|
(297,012
|
)
|
|
(262,676
|
)
|
|
(169,297
|
)
|
|||
Acquisitions, including adjustment for prior year acquisition purchase price (net of cash and cash equivalents acquired)
|
(1,035,433
|
)
|
|
(1,382,217
|
)
|
|
(104,418
|
)
|
|||
Purchase of short-term investments
|
—
|
|
|
—
|
|
|
(466,881
|
)
|
|||
Proceeds from sale of short-term investments
|
—
|
|
|
124,410
|
|
|
553,466
|
|
|||
Proceeds from the sale of property, plant and equipment
|
13,843
|
|
|
9,363
|
|
|
16,186
|
|
|||
Proceeds from the sale of businesses
|
—
|
|
|
516,901
|
|
|
4,500
|
|
|||
Other
|
(27,286
|
)
|
|
(18,211
|
)
|
|
—
|
|
|||
Net cash used in investing activities of continuing operations
|
(1,345,888
|
)
|
|
(1,012,430
|
)
|
|
(166,444
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities of Continuing Operations
|
|
|
|
|
|
|
|
||||
Purchase of common stock
|
(748,955
|
)
|
|
(242,488
|
)
|
|
(123,555
|
)
|
|||
Net proceeds from exercise of stock options and SARs, including tax benefits
|
43,054
|
|
|
39,826
|
|
|
79,721
|
|
|||
Dividends to stockholders
|
(240,959
|
)
|
|
(219,154
|
)
|
|
(200,099
|
)
|
|||
Change in notes payable, net
|
607,500
|
|
|
(15,002
|
)
|
|
15,000
|
|
|||
Reduction of long-term debt
|
(3,582
|
)
|
|
(402,654
|
)
|
|
(75,855
|
)
|
|||
Proceeds from long-term debt, net of discount and issuance costs
|
—
|
|
|
788,971
|
|
|
—
|
|
|||
Net cash used in financing activities of continuing operations
|
(342,942
|
)
|
|
(50,501
|
)
|
|
(304,788
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Discontinued Operations
|
|
|
|
|
|
|
|
||||
Net cash provided by operating activities of discontinued operations
|
12,013
|
|
|
130,638
|
|
|
112,597
|
|
|||
Net cash used in investing activities of discontinued operations
|
(7,134
|
)
|
|
(13,327
|
)
|
|
(12,309
|
)
|
|||
Net cash provided by discontinued operations
|
4,879
|
|
|
117,311
|
|
|
100,288
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
16,112
|
|
|
16,150
|
|
|
9,822
|
|
|||
|
|
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(406,679
|
)
|
|
19,394
|
|
|
469,173
|
|
|||
Cash and cash equivalents at beginning of period
|
1,206,755
|
|
|
1,187,361
|
|
|
718,188
|
|
|||
Cash and cash equivalents at end of period
|
$
|
800,076
|
|
|
$
|
1,206,755
|
|
|
$
|
1,187,361
|
|
|
|
|
|
|
|
||||||
Supplemental information - cash paid during the year for:
|
|
|
|
|
|
||||||
Income Taxes
|
$
|
281,331
|
|
|
$
|
269,895
|
|
|
$
|
100,163
|
|
Interest
|
$
|
125,770
|
|
|
$
|
121,715
|
|
|
$
|
115,871
|
|
2012 Acquisitions
|
|
|
||
Date
|
Type
|
Company / Product Line Acquired
|
Location (Near)
|
Segment
|
Jan 1
|
Asset
|
Quattroflow Fluid Systems
|
Kamp-Lintfort, Germany
|
Engineered Systems
|
Manufacturer of positive displacement pumps primarily serving the pharmaceutical and biotech industries.
|
||||
|
|
|
|
|
Mar 13
|
Stock
|
Maag Pump Systems
|
Grossostheim, Germany
|
Engineered Systems
|
Manufacturer of gear pump technology, pelletizing systems, and engineered integrated solutions for the polymer, plastic, chemical, and petrochemical industries.
|
||||
|
|
|
|
|
Apr 25
|
Stock
|
Production Control Services (PCS)
|
Fredrick, Colorado
|
Energy
|
Manufacturer of products in artificial lift and production optimization, including plunger lift, gas lift, nitrogen generation, and well site automation.
|
||||
|
|
|
|
|
Nov 30
|
Stock
|
Anthony International
|
Sylmar, California
|
Engineered Systems
|
Manufacturer of specialty glass, commercial glass refrigerator and freezer doors, case lighting, and display and merchandising systems.
|
||||
|
|
|
|
|
Dec 6
|
Asset
|
Elektron
|
Bremen, Germany
|
Engineered Systems
|
Manufacturer of electrical equipment for the automotive workshop, specializing in welders and battery service machines.
|
||||
|
|
|
|
|
Dec 20
|
Asset
|
Power Soak
|
Kansas City, Missouri
|
Engineered Systems
|
Manufacturer of continuous motion, water jet propelled ware washing systems.
|
||||
|
|
|
|
|
Dec 28
|
Stock
|
UPCO, Inc.
|
Claremore, Oklahoma
|
Energy
|
Manufacturer of steel sucker rods and accessories used in the artificial lift segment of the oilfield services industry.
|
|
Anthony International
|
|
Other Acquisitions
|
|
Total
|
||||||
Current assets, net of cash acquired
|
$
|
85,009
|
|
|
$
|
118,637
|
|
|
$
|
203,646
|
|
Property, plant and equipment
|
40,703
|
|
|
57,313
|
|
|
98,016
|
|
|||
Goodwill
|
297,534
|
|
|
304,564
|
|
|
602,098
|
|
|||
Intangible assets
|
286,900
|
|
|
282,847
|
|
|
569,747
|
|
|||
Other non-current assets, principally deferred taxes
|
67,605
|
|
|
—
|
|
|
67,605
|
|
|||
Current liabilities assumed
|
(42,011
|
)
|
|
(61,101
|
)
|
|
(103,112
|
)
|
|||
Non-current liabilities assumed, principally deferred taxes and pension obligations
|
(132,550
|
)
|
|
(124,407
|
)
|
|
(256,957
|
)
|
|||
Net assets acquired
|
$
|
603,190
|
|
|
$
|
577,853
|
|
|
$
|
1,181,043
|
|
|
Energy
|
|
Engineered Systems
|
|
Total
|
|
Useful life (in years)
|
||||||
Goodwill - Tax deductible
|
$
|
10,366
|
|
|
$
|
20,973
|
|
|
$
|
31,339
|
|
|
na
|
Goodwill - Non deductible
|
125,540
|
|
|
445,219
|
|
|
570,759
|
|
|
na
|
|||
Customer intangibles
|
105,500
|
|
|
324,321
|
|
|
429,821
|
|
|
13
|
|||
Trademarks
|
7,520
|
|
|
46,424
|
|
|
53,944
|
|
|
13
|
|||
Patents
|
11,140
|
|
|
11,776
|
|
|
22,916
|
|
|
8
|
|||
Other intangibles
|
—
|
|
|
63,066
|
|
|
63,066
|
|
|
7
|
|||
|
$
|
260,066
|
|
|
$
|
911,779
|
|
|
$
|
1,171,845
|
|
|
|
|
Years Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
Revenue from continuing operations:
|
|
|
|
||||
As reported
|
$
|
8,104,339
|
|
|
$
|
7,369,154
|
|
Pro forma
|
8,520,236
|
|
|
8,154,035
|
|
||
Earnings from continuing operations:
|
|
|
|
||||
As reported
|
$
|
833,119
|
|
|
$
|
773,186
|
|
Pro forma
|
875,257
|
|
|
796,646
|
|
||
Basic earnings per share from continuing operations:
|
|
|
|
||||
As reported
|
$
|
4.59
|
|
|
$
|
4.16
|
|
Pro forma
|
4.82
|
|
|
4.29
|
|
||
Diluted earnings per share from continuing operations:
|
|
|
|
||||
As reported
|
$
|
4.53
|
|
|
$
|
4.09
|
|
Pro forma
|
4.76
|
|
|
4.22
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenue
|
$
|
434,460
|
|
|
$
|
1,136,997
|
|
|
$
|
1,042,279
|
|
|
|
|
|
|
|
||||||
Loss on sale, including impairments, net of tax
|
$
|
(50,818
|
)
|
|
$
|
(4,743
|
)
|
|
$
|
(14,203
|
)
|
|
|
|
|
|
|
||||||
Earnings from operations before taxes
|
34,517
|
|
|
132,675
|
|
|
108,044
|
|
|||
Provision for income taxes
|
(5,748
|
)
|
|
(5,875
|
)
|
|
(13,234
|
)
|
|||
Earnings from operations, net of tax
|
28,769
|
|
|
$
|
126,800
|
|
|
$
|
94,810
|
|
|
|
|
|
|
|
|
||||||
Earnings (loss) from discontinued operations, net of tax
|
$
|
(22,049
|
)
|
|
$
|
122,057
|
|
|
$
|
80,607
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Assets of Discontinued Operations
|
|
|
|
||||
Accounts receivable
|
$
|
63,229
|
|
|
$
|
71,627
|
|
Inventories, net
|
51,252
|
|
|
69,539
|
|
||
Prepaid and other current assets
|
10,263
|
|
|
9,721
|
|
||
Total current assets
|
124,744
|
|
|
150,887
|
|
||
Property, plant and equipment, net
|
31,935
|
|
|
31,776
|
|
||
Goodwill and intangible assets, net
|
238,657
|
|
|
302,720
|
|
||
Other assets and deferred charges
|
2,209
|
|
|
1,477
|
|
||
Total assets
|
$
|
397,545
|
|
|
$
|
486,860
|
|
|
|
|
|
||||
Liabilities of Discontinued Operations
|
|
|
|
|
|
||
Accounts payable
|
$
|
22,613
|
|
|
$
|
28,076
|
|
Other current liabilities
|
34,592
|
|
|
80,495
|
|
||
Total current liabilities
|
57,205
|
|
|
108,571
|
|
||
Deferred income taxes
|
64,853
|
|
|
75,794
|
|
||
Other liabilities
|
86,900
|
|
|
91,539
|
|
||
Total liabilities
|
$
|
208,958
|
|
|
$
|
275,904
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Raw materials
|
$
|
386,119
|
|
|
$
|
340,556
|
|
Work in progress
|
182,060
|
|
|
158,825
|
|
||
Finished goods
|
360,168
|
|
|
289,771
|
|
||
Subtotal
|
928,347
|
|
|
789,152
|
|
||
Less LIFO reserve
|
(55,506
|
)
|
|
(55,345
|
)
|
||
Total
|
$
|
872,841
|
|
|
$
|
733,807
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Land
|
$
|
70,079
|
|
|
$
|
51,315
|
|
Buildings and improvements
|
605,448
|
|
|
562,785
|
|
||
Machinery, equipment and other
|
2,231,721
|
|
|
1,946,518
|
|
||
|
2,907,248
|
|
|
2,560,618
|
|
||
Less accumulated depreciation
|
(1,740,196
|
)
|
|
(1,589,915
|
)
|
||
Total
|
$
|
1,167,052
|
|
|
$
|
970,703
|
|
|
Communication Technologies
|
|
Energy
|
|
Engineered Systems
|
|
Printing & Identification
|
|
Total
|
||||||||||
Goodwill
|
$
|
806,983
|
|
|
$
|
367,459
|
|
|
$
|
974,972
|
|
|
$
|
745,609
|
|
|
$
|
2,895,023
|
|
Accumulated impairment loss
|
—
|
|
|
—
|
|
|
(70,560
|
)
|
|
—
|
|
|
(70,560
|
)
|
|||||
Balance at January 1, 2011
|
806,983
|
|
|
367,459
|
|
|
904,412
|
|
|
745,609
|
|
|
2,824,463
|
|
|||||
Acquisitions
|
443,088
|
|
|
257,128
|
|
|
34,048
|
|
|
—
|
|
|
734,264
|
|
|||||
Foreign currency translation
|
(45,489
|
)
|
|
(2,252
|
)
|
|
(3,040
|
)
|
|
(971
|
)
|
|
(51,752
|
)
|
|||||
Balance at December 31, 2011
|
1,204,582
|
|
|
622,335
|
|
|
935,420
|
|
|
744,638
|
|
|
3,506,975
|
|
|||||
Acquisitions
|
—
|
|
|
135,906
|
|
|
466,192
|
|
|
—
|
|
|
602,098
|
|
|||||
Purchase price adjustments
|
(6,998
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,998
|
)
|
|||||
Foreign currency translation
|
6,711
|
|
|
2,396
|
|
|
1,769
|
|
|
1,699
|
|
|
12,575
|
|
|||||
Balance at December 31, 2012
|
$
|
1,204,295
|
|
|
$
|
760,637
|
|
|
$
|
1,403,381
|
|
|
$
|
746,337
|
|
|
$
|
4,114,650
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized Intangible Assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
124,129
|
|
|
$
|
25,364
|
|
|
$
|
61,997
|
|
|
$
|
19,717
|
|
Patents
|
180,427
|
|
|
105,369
|
|
|
143,796
|
|
|
98,712
|
|
||||
Customer Intangibles
|
1,585,041
|
|
|
474,309
|
|
|
1,147,499
|
|
|
357,132
|
|
||||
Unpatented Technologies
|
146,025
|
|
|
85,373
|
|
|
108,302
|
|
|
72,753
|
|
||||
Drawings & Manuals
|
34,120
|
|
|
8,035
|
|
|
8,165
|
|
|
5,153
|
|
||||
Distributor Relationships
|
72,514
|
|
|
31,650
|
|
|
72,514
|
|
|
27,852
|
|
||||
Other
|
32,221
|
|
|
20,815
|
|
|
32,524
|
|
|
19,381
|
|
||||
Total
|
2,174,477
|
|
|
750,915
|
|
|
1,574,797
|
|
|
600,700
|
|
||||
Unamortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trademarks
|
201,858
|
|
|
|
|
|
210,408
|
|
|
|
|
||||
Total Intangible Assets
|
$
|
2,376,335
|
|
|
$
|
750,915
|
|
|
$
|
1,785,205
|
|
|
$
|
600,700
|
|
2013
|
$
|
153,823
|
|
2014
|
146,820
|
|
|
2015
|
145,757
|
|
|
2016
|
141,829
|
|
|
2017
|
135,382
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Warranty
|
$
|
41,069
|
|
|
$
|
33,661
|
|
Unearned/deferred revenue
|
39,941
|
|
|
33,782
|
|
||
Taxes other than income
|
32,099
|
|
|
24,371
|
|
||
Accrued interest
|
30,972
|
|
|
30,747
|
|
||
Accrued volume discounts
|
24,114
|
|
|
17,243
|
|
||
Accrued commissions (non-employee)
|
13,550
|
|
|
10,648
|
|
||
Restructuring and exit
|
7,665
|
|
|
4,573
|
|
||
Legal and environmental
|
1,873
|
|
|
1,920
|
|
||
Other (none of which are individually significant)
|
64,349
|
|
|
62,012
|
|
||
|
$
|
255,632
|
|
|
$
|
218,957
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Deferred compensation
|
$
|
442,728
|
|
|
$
|
353,509
|
|
Unrecognized tax benefits
|
149,791
|
|
|
171,551
|
|
||
Unearned/deferred revenue
|
15,474
|
|
|
29,642
|
|
||
Legal and environmental
|
28,160
|
|
|
18,910
|
|
||
Warranty
|
2,690
|
|
|
4,078
|
|
||
Restructuring and exit
|
96
|
|
|
575
|
|
||
Other, including net investment hedge
|
38,594
|
|
|
41,072
|
|
||
|
$
|
677,533
|
|
|
$
|
619,337
|
|
|
2012
|
|
2011
|
||||
Beginning Balance, January 1
|
$
|
37,739
|
|
|
$
|
35,122
|
|
Provision for warranties
|
35,149
|
|
|
32,147
|
|
||
Settlements made
|
(34,609
|
)
|
|
(32,515
|
)
|
||
Other adjustments, including acquisitions and currency translation
|
5,480
|
|
|
2,985
|
|
||
Ending balance, December 31
|
$
|
43,759
|
|
|
$
|
37,739
|
|
|
Severance
|
|
Exit
|
|
Total
|
||||||
Balance at December 31, 2009
|
$
|
6,687
|
|
|
5,800
|
|
|
$
|
12,487
|
|
|
Restructuring charges
|
2,695
|
|
|
3,227
|
|
|
5,922
|
|
|||
Payments
|
(8,255
|
)
|
|
(4,167
|
)
|
|
(12,422
|
)
|
|||
Other, including foreign currency
|
(140
|
)
|
|
588
|
|
|
448
|
|
|||
Balance at December 31, 2010
|
987
|
|
|
5,448
|
|
|
6,435
|
|
|||
Restructuring charges
|
1,413
|
|
|
4,170
|
|
|
5,583
|
|
|||
Payments
|
(313
|
)
|
|
(5,871
|
)
|
|
(6,184
|
)
|
|||
Other, including foreign currency
|
(68
|
)
|
|
(618
|
)
|
|
(686
|
)
|
|||
Balance at December 31, 2011
|
2,019
|
|
|
3,129
|
|
|
5,148
|
|
|||
Restructuring charges
|
14,458
|
|
|
4,946
|
|
|
19,404
|
|
|||
Payments
|
(11,376
|
)
|
|
(5,547
|
)
|
|
(16,923
|
)
|
|||
Other, including foreign currency
|
59
|
|
|
73
|
|
|
132
|
|
|||
Balance at December 31, 2012
|
$
|
5,160
|
|
|
$
|
2,601
|
|
|
$
|
7,761
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Short-term
|
|
|
|
||||
Current portion of long-term debt
|
$
|
3,266
|
|
|
$
|
1,022
|
|
Commercial paper
|
607,500
|
|
|
—
|
|
||
|
$
|
610,766
|
|
|
$
|
1,022
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Long-term
|
|
|
|
||||
4.875% 10-year notes due October 15, 2015
|
$
|
299,441
|
|
|
$
|
299,244
|
|
5.45% 10-year notes due March 15, 2018
|
348,268
|
|
|
347,938
|
|
||
4.30% 10-year notes due March 1, 2021
|
449,787
|
|
|
449,761
|
|
||
6.60% 30-year notes due March 15, 2038
|
247,771
|
|
|
247,683
|
|
||
5.375% 30-year notes due March 1, 2041
|
345,511
|
|
|
345,352
|
|
||
6.65% 30-year debentures due June 1, 2028
|
199,448
|
|
|
199,414
|
|
||
5.375% 30-year debentures due October 15, 2035
|
296,367
|
|
|
296,208
|
|
||
Other
|
6,023
|
|
|
1,652
|
|
||
Total long-term debt
|
2,192,616
|
|
|
2,187,252
|
|
||
Less current portion
|
(3,266
|
)
|
|
(1,022
|
)
|
||
|
$
|
2,189,350
|
|
|
$
|
2,186,230
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Interest expense
|
$
|
125,995
|
|
|
$
|
124,783
|
|
|
$
|
115,324
|
|
Interest income
|
(4,854
|
)
|
|
(9,258
|
)
|
|
(8,953
|
)
|
|||
Interest expense, net
|
$
|
121,141
|
|
|
$
|
115,525
|
|
|
$
|
106,371
|
|
2013
|
$
|
3,266
|
|
2014
|
2,645
|
|
|
2015
|
299,441
|
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
2018 and thereafter
|
1,887,264
|
|
|
Fair Value Asset (Liability)
|
|
|
||||||
|
December 31, 2012
|
|
December 31, 2011
|
|
Balance Sheet Caption
|
||||
Foreign currency forward / collar contracts
|
$
|
85
|
|
|
$
|
394
|
|
|
Prepaid / Other assets
|
Foreign currency forward / collar contracts
|
(799
|
)
|
|
(1,284
|
)
|
|
Other accrued expenses
|
||
Net investment hedge - cross currency swap
|
(22,681
|
)
|
|
(21,656
|
)
|
|
Other liabilities
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency cash flow hedges
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
394
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency cash flow hedges
|
—
|
|
|
799
|
|
|
—
|
|
|
—
|
|
|
1,284
|
|
|
—
|
|
||||||
Net investment hedge derivative
|
—
|
|
|
22,681
|
|
|
—
|
|
|
—
|
|
|
21,656
|
|
|
—
|
|
|
Years Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
U.S. Federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local taxes, net of Federal income tax benefit
|
1.1
|
|
|
1.1
|
|
|
1.4
|
|
Foreign operations tax effect
|
(7.2
|
)
|
|
(6.9
|
)
|
|
(7.5
|
)
|
R&E tax credits
(1)
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
Domestic manufacturing deduction
|
(1.8
|
)
|
|
(1.6
|
)
|
|
(0.8
|
)
|
Foreign tax credits
|
0.2
|
|
|
0.3
|
|
|
(0.6
|
)
|
Branch losses
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
Release of valuation allowance
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
Resolution of tax contingencies
|
(1.4
|
)
|
|
(4.0
|
)
|
|
(4.7
|
)
|
Other, principally non-tax deductible items
|
0.9
|
|
|
1.0
|
|
|
2.0
|
|
Effective rate from continuing operations
|
26.8
|
%
|
|
23.5
|
%
|
|
23.8
|
%
|
(1)
|
On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law, and this legislation retroactively extended the R&E tax credit for two years, from January 1, 2012 through December 31, 2013. The Corporation expects its income tax expense for the first quarter of 2013 to include the entire benefit of the R&E tax credit attributable to 2012, which is estimated to be approximately
$4.6 million
.
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Deferred Tax Assets:
|
|
|
|
||||
Accrued compensation, principally postretirement and other employee benefits
|
$
|
197,253
|
|
|
$
|
168,350
|
|
Accrued expenses, principally for state income taxes, interest, and warranty
|
46,739
|
|
|
54,913
|
|
||
Net operating loss and other carryforwards
|
107,959
|
|
|
24,409
|
|
||
Inventories, principally due to reserves for financial reporting purposes and capitalization for tax purposes
|
23,239
|
|
|
18,192
|
|
||
Accounts receivable, principally due to allowance for doubtful accounts
|
5,479
|
|
|
5,039
|
|
||
Accrued insurance
|
5,002
|
|
|
3,947
|
|
||
Long-term liabilities, principally warranty, environmental, and exit costs
|
2,781
|
|
|
796
|
|
||
Other assets
|
9,235
|
|
|
13,335
|
|
||
Total gross deferred tax assets
|
397,687
|
|
|
288,981
|
|
||
Valuation allowance
|
(18,887
|
)
|
|
(20,855
|
)
|
||
Total deferred tax assets
|
$
|
378,800
|
|
|
$
|
268,126
|
|
|
|
|
|
||||
Deferred Tax Liabilities:
|
|
|
|
||||
Intangible assets, principally due to different tax and financial reporting bases and amortization lives
|
$
|
(719,904
|
)
|
|
$
|
(512,585
|
)
|
Plant and equipment, principally due to differences in depreciation
|
(65,480
|
)
|
|
(57,245
|
)
|
||
Accounts receivable
|
(5,725
|
)
|
|
(6,442
|
)
|
||
Total gross deferred tax liabilities
|
(791,109
|
)
|
|
(576,272
|
)
|
||
Net deferred tax liability
|
$
|
(412,309
|
)
|
|
$
|
(308,146
|
)
|
|
|
|
|
||||
Classified as follows in the consolidated balance sheets:
|
|
|
|
||||
Current deferred tax asset
|
$
|
49,935
|
|
|
$
|
40,376
|
|
Non-current deferred tax liability
|
(462,244
|
)
|
|
(348,522
|
)
|
||
|
$
|
(412,309
|
)
|
|
$
|
(308,146
|
)
|
|
Continuing
|
|
Discontinued
|
|
Total
|
||||||
Unrecognized tax benefits at January 1, 2010
|
$
|
184,896
|
|
|
$
|
91,670
|
|
|
$
|
276,566
|
|
Additions based on tax positions related to the current year
|
22,324
|
|
|
242
|
|
|
22,566
|
|
|||
Additions for tax positions of prior years
|
15,183
|
|
|
75
|
|
|
15,258
|
|
|||
Reductions for tax positions of prior years
|
(39,824
|
)
|
|
(6,775
|
)
|
|
(46,599
|
)
|
|||
Settlements
|
(8,152
|
)
|
|
(17,804
|
)
|
|
(25,956
|
)
|
|||
Lapse of statutes
|
(7,521
|
)
|
|
(133
|
)
|
|
(7,654
|
)
|
|||
Unrecognized tax benefits at December 31, 2010
|
166,906
|
|
|
67,275
|
|
|
234,181
|
|
|||
Additions based on tax positions related to the current year
|
10,835
|
|
|
986
|
|
|
11,821
|
|
|||
Additions for tax positions of prior years
|
14,636
|
|
|
1,971
|
|
|
16,607
|
|
|||
Reductions for tax positions of prior years
|
(40,563
|
)
|
|
(12,302
|
)
|
|
(52,865
|
)
|
|||
Settlements
|
(6,673
|
)
|
|
(3,469
|
)
|
|
(10,142
|
)
|
|||
Lapse of statutes
|
(6,197
|
)
|
|
(216
|
)
|
|
(6,413
|
)
|
|||
Unrecognized tax benefits at December 31, 2011
|
138,944
|
|
|
54,245
|
|
|
193,189
|
|
|||
Additions based on tax positions related to the current year
|
10,188
|
|
|
26
|
|
|
10,214
|
|
|||
Additions for tax positions of prior years
|
4,128
|
|
|
3,470
|
|
|
7,598
|
|
|||
Reductions for tax positions of prior years
|
(14,257
|
)
|
|
(25
|
)
|
|
(14,282
|
)
|
|||
Settlements
|
(418
|
)
|
|
(85
|
)
|
|
(503
|
)
|
|||
Lapse of statutes
|
(12,550
|
)
|
|
(3,429
|
)
|
|
(15,979
|
)
|
|||
Unrecognized tax benefits at December 31, 2012
|
$
|
126,035
|
|
(A)
|
$
|
54,202
|
|
|
$
|
180,237
|
|
(A)
|
If recognized, the net amount of potential tax benefits that would impact the Company’s effective tax rate is
$104.9 million
. During the years ended December 31,
2012
,
2011
, and
2010
, the Company recorded potential interest and penalty expense (income) of
$0.1 million
,
$(9.1) million
and
$1.5 million
, respectively, related to its unrecognized tax benefits as a component of provision for income taxes. The Company had accrued interest and penalties of
$25.0 million
at December 31,
2012
and
$34.2 million
at December 31,
2011
, which are not included in the above table.
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Pre-tax compensation expense
|
$
|
30,884
|
|
|
$
|
25,130
|
|
|
$
|
20,407
|
|
Tax benefit
|
(10,904
|
)
|
|
(8,795
|
)
|
|
(7,142
|
)
|
|||
Total stock-based compensation expense, net of tax
|
$
|
19,980
|
|
|
$
|
16,335
|
|
|
$
|
13,265
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Risk-free interest rate
|
1.05
|
%
|
|
2.68
|
%
|
|
2.77
|
%
|
|||
Dividend yield
|
2.03
|
%
|
|
1.70
|
%
|
|
2.33
|
%
|
|||
Expected life (years)
|
5.7
|
|
|
5.8
|
|
|
6.0
|
|
|||
Volatility
|
36.41
|
%
|
|
33.56
|
%
|
|
31.93
|
%
|
|||
Grant price
|
$
|
65.38
|
|
|
$
|
66.59
|
|
|
$
|
42.88
|
|
Fair value at date of grant
|
$
|
18.51
|
|
|
$
|
20.13
|
|
|
$
|
11.66
|
|
|
SARs
|
|
Stock Options
|
||||||||||||||||||||||
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|
Weighted Average Remaining Contractual Term (Years)
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|
Weighted Average Remaining Contractual Term (Years)
|
||||||||||
Outstanding at 1/1/2012
|
9,393,634
|
|
|
$
|
44.14
|
|
|
|
|
|
|
1,943,094
|
|
|
$
|
36.96
|
|
|
|
|
|
||||
Granted
|
1,719,943
|
|
|
65.38
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||||
Forfeited / expired
|
(194,943
|
)
|
|
55.25
|
|
|
|
|
|
|
(14,122
|
)
|
|
37.93
|
|
|
|
|
|
||||||
Exercised
|
(2,367,026
|
)
|
|
36.84
|
|
|
|
|
|
|
(1,204,566
|
)
|
|
36.21
|
|
|
|
|
|
||||||
Outstanding at 12/31/2012
|
8,551,608
|
|
|
50.17
|
|
|
$
|
134,097
|
|
|
6.4
|
|
724,406
|
|
|
38.18
|
|
|
$
|
19,941
|
|
|
1.5
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercisable at 12/31/2012
|
3,431,600
|
|
|
$
|
40.29
|
|
|
$
|
87,227
|
|
|
4.3
|
|
724,406
|
|
|
$
|
38.18
|
|
|
$
|
19,941
|
|
|
1.5
|
|
SARs Outstanding
|
|
SARs Exercisable
|
||||||||||||||
Range of Exercise Prices
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Life
in Years
|
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Life
in Years
|
||||||
$29.45 - $35.50
|
1,229,923
|
|
|
$
|
29.60
|
|
|
5.7
|
|
1,229,923
|
|
|
$
|
29.60
|
|
|
5.7
|
$42.30 - $46.00
|
3,468,269
|
|
|
43.32
|
|
|
5.5
|
|
1,439,583
|
|
|
43.95
|
|
|
3.7
|
||
$50.60 - $66.59
|
3,853,416
|
|
|
62.91
|
|
|
7.5
|
|
762,094
|
|
|
50.64
|
|
|
3.2
|
|
Stock Options Outstanding
|
|
Stock Options Exercisable
|
||||||||||||||
Range of Exercise Prices
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Life
in Years
|
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Life
in Years
|
||||||
$24.50 - $38.00
|
476,683
|
|
|
$
|
36.60
|
|
|
1.8
|
|
476,683
|
|
|
$
|
36.60
|
|
|
1.8
|
$38.50 - $41.25
|
247,723
|
|
|
41.23
|
|
|
1.1
|
|
247,723
|
|
|
41.23
|
|
|
1.1
|
|
2012
|
|
2011
|
|
2010
|
||||||
Risk-free interest rate
|
0.37
|
%
|
|
1.34
|
%
|
|
1.37
|
%
|
|||
Dividend yield
|
2.03
|
%
|
|
1.61
|
%
|
|
2.38
|
%
|
|||
Expected life (years)
|
2.9
|
|
|
2.9
|
|
|
2.9
|
|
|||
Volatility
|
34.10
|
%
|
|
40.48
|
%
|
|
39.98
|
%
|
|||
Fair value of performance award
|
$
|
71.98
|
|
|
$
|
91.41
|
|
|
$
|
57.49
|
|
|
Years ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Aggregate shares granted
|
20,344
|
|
|
20,929
|
|
|
20,853
|
|
Shares withheld to satisfy tax obligations
|
(544
|
)
|
|
(562
|
)
|
|
(574
|
)
|
Net shares granted
|
19,800
|
|
|
20,367
|
|
|
20,279
|
|
|
Operating
|
|
Capital
|
||||
2013
|
$
|
63,228
|
|
|
$
|
2,552
|
|
2014
|
51,064
|
|
|
1,809
|
|
||
2015
|
36,470
|
|
|
835
|
|
||
2016
|
25,369
|
|
|
618
|
|
||
2017
|
21,837
|
|
|
237
|
|
||
2018 and thereafter
|
73,537
|
|
|
788
|
|
|
Qualified Defined Benefits
|
|
Non-Qualified Supplemental Benefits
|
|
Post-Retirement Benefits
|
||||||||||||||||||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
|
|
|
||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Benefit obligation at beginning of year
|
$
|
526,760
|
|
|
$
|
416,755
|
|
|
$
|
185,010
|
|
|
$
|
164,288
|
|
|
$
|
169,903
|
|
|
$
|
127,035
|
|
|
$
|
15,353
|
|
|
$
|
14,508
|
|
Benefits earned during the year
|
14,406
|
|
|
14,167
|
|
|
5,712
|
|
|
3,278
|
|
|
5,304
|
|
|
4,064
|
|
|
248
|
|
|
206
|
|
||||||||
Interest cost
|
25,136
|
|
|
27,237
|
|
|
10,044
|
|
|
9,019
|
|
|
7,916
|
|
|
7,841
|
|
|
593
|
|
|
723
|
|
||||||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
2,134
|
|
|
815
|
|
|
—
|
|
|
—
|
|
|
632
|
|
|
1,364
|
|
||||||||
Benefits paid
|
(38,297
|
)
|
|
(50,142
|
)
|
|
(7,065
|
)
|
|
(7,012
|
)
|
|
(19,434
|
)
|
|
(12,726
|
)
|
|
(1,531
|
)
|
|
(2,865
|
)
|
||||||||
Actuarial loss
|
75,900
|
|
|
40,020
|
|
|
25,552
|
|
|
10,481
|
|
|
9,579
|
|
|
23,016
|
|
|
1,326
|
|
|
1,368
|
|
||||||||
Business acquisitions
|
—
|
|
|
79,970
|
|
|
61,395
|
|
|
7,592
|
|
|
—
|
|
|
18,000
|
|
|
—
|
|
|
—
|
|
||||||||
Amendments
|
—
|
|
|
258
|
|
|
—
|
|
|
—
|
|
|
7,140
|
|
|
2,673
|
|
|
—
|
|
|
—
|
|
||||||||
Settlement and curtailment gains
|
—
|
|
|
(1,628
|
)
|
|
(6,776
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,050
|
)
|
|
(207
|
)
|
||||||||
Currency translation and other
|
—
|
|
|
123
|
|
|
8,792
|
|
|
(3,451
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
256
|
|
||||||||
Benefit obligation at end of year
|
603,905
|
|
|
526,760
|
|
|
284,798
|
|
|
185,010
|
|
|
180,408
|
|
|
169,903
|
|
|
14,571
|
|
|
15,353
|
|
||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
515,191
|
|
|
409,783
|
|
|
121,807
|
|
|
121,815
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Actual return on plan assets
|
59,754
|
|
|
47,307
|
|
|
16,023
|
|
|
452
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Company contributions
|
18,000
|
|
|
42,000
|
|
|
10,243
|
|
|
7,275
|
|
|
19,434
|
|
|
12,726
|
|
|
2,949
|
|
|
1,566
|
|
||||||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
2,134
|
|
|
815
|
|
|
—
|
|
|
—
|
|
|
632
|
|
|
1,364
|
|
||||||||
Benefits paid
|
(38,297
|
)
|
|
(50,142
|
)
|
|
(7,065
|
)
|
|
(7,012
|
)
|
|
(19,434
|
)
|
|
(12,726
|
)
|
|
(1,531
|
)
|
|
(2,930
|
)
|
||||||||
Business acquisitions
|
—
|
|
|
66,243
|
|
|
38,939
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Settlements and curtailments
|
—
|
|
|
—
|
|
|
(6,776
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,050
|
)
|
|
—
|
|
||||||||
Currency translation
|
—
|
|
|
—
|
|
|
6,111
|
|
|
(1,538
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fair value of plan assets at end of year
|
554,648
|
|
|
515,191
|
|
|
181,416
|
|
|
121,807
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Funded status
|
$
|
(49,257
|
)
|
|
$
|
(11,569
|
)
|
|
$
|
(103,382
|
)
|
|
$
|
(63,203
|
)
|
|
$
|
(180,408
|
)
|
|
$
|
(169,903
|
)
|
|
$
|
(14,571
|
)
|
|
$
|
(15,353
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Amounts recognized in the balance sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Assets and Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other assets and deferred charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,749
|
|
|
$
|
2,052
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued compensation and employee benefits
|
—
|
|
|
—
|
|
|
(3,190
|
)
|
|
(1,293
|
)
|
|
(19,701
|
)
|
|
(18,913
|
)
|
|
(953
|
)
|
|
(1,079
|
)
|
||||||||
Other liabilities (deferred compensation)
|
(49,257
|
)
|
|
(11,569
|
)
|
|
(102,941
|
)
|
|
(63,962
|
)
|
|
(160,707
|
)
|
|
(150,990
|
)
|
|
(13,618
|
)
|
|
(14,274
|
)
|
||||||||
Total Assets and Liabilities
|
$
|
(49,257
|
)
|
|
$
|
(11,569
|
)
|
|
$
|
(103,382
|
)
|
|
$
|
(63,203
|
)
|
|
$
|
(180,408
|
)
|
|
$
|
(169,903
|
)
|
|
$
|
(14,571
|
)
|
|
$
|
(15,353
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated Other Comprehensive Loss (Earnings):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net actuarial losses (gains)
|
$
|
223,753
|
|
|
$
|
182,143
|
|
|
$
|
41,125
|
|
|
$
|
22,892
|
|
|
$
|
22,296
|
|
|
12,857
|
|
|
$
|
996
|
|
|
(1,284
|
)
|
||
Prior service cost (credit)
|
3,771
|
|
|
4,819
|
|
|
1,260
|
|
|
1,377
|
|
|
46,567
|
|
|
46,852
|
|
|
(1,506
|
)
|
|
(1,922
|
)
|
||||||||
Net asset at transition, other
|
—
|
|
|
—
|
|
|
3
|
|
|
(112
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Deferred taxes
|
(79,634
|
)
|
|
(65,437
|
)
|
|
(10,761
|
)
|
|
(5,474
|
)
|
|
(24,103
|
)
|
|
(20,899
|
)
|
|
119
|
|
|
1,063
|
|
||||||||
Total Accumulated Other Comprehensive Loss (Earnings), net of tax
|
147,890
|
|
|
121,525
|
|
|
31,627
|
|
|
18,683
|
|
|
44,760
|
|
|
38,810
|
|
|
(391
|
)
|
|
(2,143
|
)
|
||||||||
Net amount recognized at December 31,
|
$
|
98,633
|
|
|
$
|
109,956
|
|
|
$
|
(71,755
|
)
|
|
$
|
(44,520
|
)
|
|
$
|
(135,648
|
)
|
|
$
|
(131,093
|
)
|
|
$
|
(14,962
|
)
|
|
$
|
(17,496
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligations
|
$
|
541,394
|
|
|
$
|
478,561
|
|
|
$
|
264,736
|
|
|
$
|
166,853
|
|
|
$
|
138,593
|
|
|
$
|
126,417
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
||||
Projected benefit obligation (PBO)
|
$
|
425,080
|
|
|
$
|
317,223
|
|
Accumulated benefit obligation (ABO)
|
367,736
|
|
|
259,850
|
|
||
Fair value of plan assets
|
140,514
|
|
|
82,654
|
|
|
Qualified Defined Benefits
|
|
Non-Qualified Supplemental Benefits
|
||||||||||||||||||||||||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
|
|
|||||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
Service cost
|
$
|
14,406
|
|
|
$
|
14,167
|
|
|
$
|
11,272
|
|
|
$
|
5,712
|
|
|
$
|
3,278
|
|
|
$
|
3,415
|
|
|
$
|
5,304
|
|
|
$
|
4,064
|
|
|
$
|
4,241
|
|
Interest cost
|
25,136
|
|
|
27,237
|
|
|
22,531
|
|
|
10,044
|
|
|
9,019
|
|
|
8,043
|
|
|
7,916
|
|
|
7,841
|
|
|
7,677
|
|
|||||||||
Expected return on plan assets
|
(38,978
|
)
|
|
(38,472
|
)
|
|
(31,912
|
)
|
|
(8,765
|
)
|
|
(8,148
|
)
|
|
(6,377
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost
|
1,048
|
|
|
1,304
|
|
|
1,303
|
|
|
117
|
|
|
122
|
|
|
62
|
|
|
7,425
|
|
|
7,266
|
|
|
7,266
|
|
|||||||||
Recognized actuarial loss
|
13,515
|
|
|
8,335
|
|
|
5,082
|
|
|
579
|
|
|
254
|
|
|
392
|
|
|
138
|
|
|
—
|
|
|
—
|
|
|||||||||
Transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(44
|
)
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement & curtailment (gain) loss
|
—
|
|
|
1,180
|
|
|
—
|
|
|
1,449
|
|
|
2,030
|
|
|
(347
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other
|
—
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total net periodic benefit cost
|
$
|
15,127
|
|
|
$
|
13,874
|
|
|
$
|
8,276
|
|
|
$
|
9,089
|
|
|
$
|
6,511
|
|
|
$
|
5,146
|
|
|
$
|
20,783
|
|
|
$
|
19,171
|
|
|
$
|
19,184
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Service cost
|
$
|
248
|
|
|
$
|
206
|
|
|
$
|
279
|
|
Interest cost
|
593
|
|
|
723
|
|
|
837
|
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Prior service income
|
(416
|
)
|
|
(409
|
)
|
|
(409
|
)
|
|||
Recognized actuarial gain
|
(19
|
)
|
|
(241
|
)
|
|
(398
|
)
|
|||
Settlement & curtailment gain
|
(1,493
|
)
|
|
(137
|
)
|
|
—
|
|
|||
Other
|
—
|
|
|
256
|
|
|
—
|
|
|||
Total net periodic benefit cost
|
$
|
(1,087
|
)
|
|
$
|
398
|
|
|
$
|
309
|
|
|
Qualified Defined Benefits
|
|
Non-Qualified Supplemental Benefits
|
|
Post-Retirement Benefits
|
||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
|
|
|||||||||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Prior service cost (income)
|
$
|
1,026
|
|
|
$
|
118
|
|
|
$
|
7,989
|
|
|
$
|
(416
|
)
|
Transition obligation
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss
|
21,940
|
|
|
1,520
|
|
|
169
|
|
|
135
|
|
||||
Total
|
$
|
22,966
|
|
|
$
|
1,624
|
|
|
$
|
8,158
|
|
|
$
|
(281
|
)
|
|
Qualified Defined Benefits
|
|
Non-Qualified Supplemental Benefits
|
|
Post-Retirement Benefits
|
||||||||||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
|
|
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Discount rate
|
4.05
|
%
|
|
4.85
|
%
|
|
3.31
|
%
|
|
4.62
|
%
|
|
4.00
|
%
|
|
4.77
|
%
|
|
3.65
|
%
|
|
4.45
|
%
|
Average wage increase
|
4.00
|
%
|
|
4.00
|
%
|
|
2.74
|
%
|
|
3.43
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
na
|
|
na
|
||
Ultimate medical trend rate
|
na
|
|
na
|
|
na
|
|
na
|
|
na
|
|
na
|
|
5.00
|
%
|
|
5.00
|
%
|
|
Qualified Defined Benefits
|
|
Non- Qualified Supplemental Benefits
|
|
Post-Retirement Benefits
|
||||||||||||||||||||||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
|
|
|||||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Discount rate
|
4.85
|
%
|
|
5.50
|
%
|
|
5.95
|
%
|
|
4.62
|
%
|
|
5.04
|
%
|
|
5.15
|
%
|
|
4.77
|
%
|
|
5.50
|
%
|
|
5.95
|
%
|
|
3.65
|
%
|
|
5.10
|
%
|
|
5.50
|
%
|
Average wage increase
|
4.00
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
3.14
|
%
|
|
3.73
|
%
|
|
3.68
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
na
|
|
na
|
|
na
|
|||
Expected return on plan assets
|
7.75
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
5.90
|
%
|
|
6.45
|
%
|
|
6.10
|
%
|
|
na
|
|
na
|
|
na
|
|
na
|
|
na
|
|
na
|
|
2012
|
|
2011
|
|
Current Target
|
|||
Equity securities
|
57
|
%
|
|
56
|
%
|
|
58
|
%
|
Fixed income
|
36
|
%
|
|
36
|
%
|
|
35
|
%
|
Real estate and other
|
7
|
%
|
|
8
|
%
|
|
7
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
U.S. Plan
|
||||||||||||||||||||||||||||||
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||||||||||
Asset category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. companies
|
$
|
153,939
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
153,939
|
|
|
$
|
153,816
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
153,816
|
|
Non-U.S. companies
|
6,478
|
|
|
—
|
|
|
—
|
|
|
6,478
|
|
|
3,065
|
|
|
—
|
|
|
—
|
|
|
3,065
|
|
||||||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporate bonds
|
—
|
|
|
59,293
|
|
|
—
|
|
|
59,293
|
|
|
—
|
|
|
55,716
|
|
|
—
|
|
|
55,716
|
|
||||||||
Private placements
|
—
|
|
|
7,238
|
|
|
—
|
|
|
7,238
|
|
|
—
|
|
|
3,791
|
|
|
—
|
|
|
3,791
|
|
||||||||
Government securities
|
19,888
|
|
|
112,716
|
|
|
—
|
|
|
132,604
|
|
|
9,268
|
|
|
115,873
|
|
|
—
|
|
|
125,141
|
|
||||||||
Common stock funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
45,376
|
|
|
—
|
|
|
—
|
|
|
45,376
|
|
|
38,476
|
|
|
—
|
|
|
—
|
|
|
38,476
|
|
||||||||
Collective trusts
|
—
|
|
|
109,002
|
|
|
—
|
|
|
109,002
|
|
|
—
|
|
|
94,396
|
|
|
—
|
|
|
94,396
|
|
||||||||
Real estate funds
|
—
|
|
|
—
|
|
|
29,401
|
|
|
29,401
|
|
|
—
|
|
|
—
|
|
|
26,481
|
|
|
26,481
|
|
||||||||
Cash and equivalents
|
11,317
|
|
|
—
|
|
|
—
|
|
|
11,317
|
|
|
9,748
|
|
|
—
|
|
|
—
|
|
|
9,748
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,561
|
|
|
4,561
|
|
||||||||
|
$
|
236,998
|
|
|
$
|
288,249
|
|
|
$
|
29,401
|
|
|
$
|
554,648
|
|
|
$
|
214,373
|
|
|
$
|
269,776
|
|
|
$
|
31,042
|
|
|
$
|
515,191
|
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||||||||
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||||||||||
Asset category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Common stocks
|
$
|
31,268
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,268
|
|
|
$
|
23,450
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,450
|
|
Fixed income investments
|
—
|
|
|
57,049
|
|
|
—
|
|
|
57,049
|
|
|
—
|
|
|
36,629
|
|
|
—
|
|
|
36,629
|
|
||||||||
Common stock funds
|
—
|
|
|
75,729
|
|
|
—
|
|
|
75,729
|
|
|
—
|
|
|
49,680
|
|
|
—
|
|
|
49,680
|
|
||||||||
Real estate funds
|
—
|
|
|
—
|
|
|
10,116
|
|
|
10,116
|
|
|
—
|
|
|
—
|
|
|
7,053
|
|
|
7,053
|
|
||||||||
Cash and equivalents
|
3,380
|
|
|
—
|
|
|
—
|
|
|
3,380
|
|
|
2,258
|
|
|
—
|
|
|
—
|
|
|
2,258
|
|
||||||||
Other
|
—
|
|
|
2,418
|
|
|
1,456
|
|
|
3,874
|
|
|
—
|
|
|
2,737
|
|
|
—
|
|
|
2,737
|
|
||||||||
|
$
|
34,648
|
|
|
$
|
135,196
|
|
|
$
|
11,572
|
|
|
$
|
181,416
|
|
|
$
|
25,708
|
|
|
$
|
89,046
|
|
|
$
|
7,053
|
|
|
$
|
121,807
|
|
|
Real estate funds
|
|
Other
|
|
Total
|
||||||
Balance at December 31, 2010
|
$
|
30,405
|
|
|
$
|
—
|
|
|
$
|
30,405
|
|
Actual return on plan assets:
|
|
|
|
|
|
||||||
Relating to assets sold during the period
|
(3
|
)
|
|
108
|
|
|
105
|
|
|||
Relating to assets still held at December 31, 2011
|
2,348
|
|
|
(394
|
)
|
|
1,954
|
|
|||
Business acquisitions
|
—
|
|
|
5,908
|
|
|
5,908
|
|
|||
Purchases
|
1,987
|
|
|
—
|
|
|
1,987
|
|
|||
Sales
|
(1,203
|
)
|
|
(1,061
|
)
|
|
(2,264
|
)
|
|||
Balance at December 31, 2011
|
33,534
|
|
|
4,561
|
|
|
38,095
|
|
|||
Actual return on plan assets:
|
|
|
|
|
|
||||||
Relating to assets sold during the period
|
16
|
|
|
(52
|
)
|
|
(36
|
)
|
|||
Relating to assets still held at December 31, 2012
|
2,123
|
|
|
—
|
|
|
2,123
|
|
|||
Business acquisitions
|
3,103
|
|
|
1,456
|
|
|
4,559
|
|
|||
Purchases
|
1,409
|
|
|
—
|
|
|
1,409
|
|
|||
Sales
|
(668
|
)
|
|
(4,509
|
)
|
|
(5,177
|
)
|
|||
Balance at December 31, 2012
|
$
|
39,517
|
|
|
$
|
1,456
|
|
|
$
|
40,973
|
|
|
Qualified Defined Benefits
|
|
Non-Qualified Supplemental Benefits
|
|
Post-Retirement Benefits
|
||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
|
|
|||||||||||
2013
|
$
|
33,861
|
|
|
$
|
9,980
|
|
|
$
|
20,092
|
|
|
$
|
953
|
|
2014
|
35,922
|
|
|
8,541
|
|
|
7,837
|
|
|
986
|
|
||||
2015
|
36,893
|
|
|
8,257
|
|
|
34,466
|
|
|
1,010
|
|
||||
2016
|
37,051
|
|
|
8,947
|
|
|
13,071
|
|
|
1,000
|
|
||||
2017
|
38,371
|
|
|
9,188
|
|
|
6,856
|
|
|
1,012
|
|
||||
2018 - 2022
|
209,999
|
|
|
52,397
|
|
|
76,289
|
|
|
4,404
|
|
Year Ended December 31, 2012
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||
Foreign currency translation adjustments
|
$
|
38,521
|
|
|
$
|
359
|
|
|
$
|
38,880
|
|
Pension and other postretirement benefit plans
|
(70,642
|
)
|
|
23,632
|
|
|
(47,010
|
)
|
|||
Changes in fair value of cash flow hedges
|
195
|
|
|
(70
|
)
|
|
125
|
|
|||
Other
|
692
|
|
|
(83
|
)
|
|
609
|
|
|||
Total other comprehensive earnings (loss)
|
$
|
(31,234
|
)
|
|
$
|
23,838
|
|
|
$
|
(7,396
|
)
|
Year Ended December 31, 2011
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||
Foreign currency translation adjustments
|
$
|
(74,476
|
)
|
|
$
|
13,954
|
|
|
$
|
(60,522
|
)
|
Pension and other postretirement benefit plans
|
(54,519
|
)
|
|
18,204
|
|
|
(36,315
|
)
|
|||
Changes in fair value of cash flow hedges
|
(1,649
|
)
|
|
577
|
|
|
(1,072
|
)
|
|||
Other
|
270
|
|
|
(32
|
)
|
|
238
|
|
|||
Total other comprehensive earnings (loss)
|
$
|
(130,374
|
)
|
|
$
|
32,703
|
|
|
$
|
(97,671
|
)
|
Year Ended December 31, 2010
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||
Foreign currency translation adjustments
|
$
|
(33,636
|
)
|
|
$
|
—
|
|
|
$
|
(33,636
|
)
|
Pension and other postretirement benefit plans
|
(2,468
|
)
|
|
1,189
|
|
|
(1,279
|
)
|
|||
Changes in fair value of cash flow hedges
|
360
|
|
|
(126
|
)
|
|
234
|
|
|||
Total other comprehensive earnings (loss)
|
$
|
(35,744
|
)
|
|
$
|
1,063
|
|
|
$
|
(34,681
|
)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Cumulative foreign currency translation adjustments
|
$
|
165,872
|
|
|
$
|
126,992
|
|
Pension and other postretirement benefit plans
|
(223,887
|
)
|
|
(176,877
|
)
|
||
Changes in fair value of cash flow hedges
|
3,109
|
|
|
2,375
|
|
||
|
$
|
(54,906
|
)
|
|
$
|
(47,510
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
REVENUE:
|
|
|
|
|
|
||||||
Communication Technologies
|
$
|
1,516,585
|
|
|
$
|
1,360,077
|
|
|
$
|
1,076,012
|
|
Energy
|
2,172,604
|
|
|
1,900,749
|
|
|
1,303,507
|
|
|||
Engineered Systems
|
3,419,544
|
|
|
3,100,735
|
|
|
2,786,442
|
|
|||
Printing & Identification
|
996,531
|
|
|
1,008,236
|
|
|
943,681
|
|
|||
Intra-segment eliminations
|
(925
|
)
|
|
(643
|
)
|
|
(135
|
)
|
|||
Total consolidated revenue
|
$
|
8,104,339
|
|
|
$
|
7,369,154
|
|
|
$
|
6,109,507
|
|
|
|
|
|
|
|
||||||
EARNINGS FROM CONTINUING OPERATIONS:
|
|
|
|
|
|
||||||
Segment earnings:
|
|
|
|
|
|
||||||
Communication Technologies
|
$
|
218,960
|
|
|
$
|
226,382
|
|
|
$
|
205,215
|
|
Energy
|
538,650
|
|
|
450,637
|
|
|
316,113
|
|
|||
Engineered Systems
|
501,952
|
|
|
445,186
|
|
|
382,644
|
|
|||
Printing & Identification
|
135,159
|
|
|
141,561
|
|
|
151,235
|
|
|||
Total segments
|
1,394,721
|
|
|
1,263,766
|
|
|
1,055,207
|
|
|||
Corporate expense / other (1)
|
136,009
|
|
|
137,979
|
|
|
135,714
|
|
|||
Net interest expense
|
121,141
|
|
|
115,525
|
|
|
106,371
|
|
|||
Earnings from continuing operations before provision for income taxes and discontinued operations
|
1,137,571
|
|
|
1,010,262
|
|
|
813,122
|
|
|||
Provision for taxes
|
304,452
|
|
|
237,076
|
|
|
193,625
|
|
|||
Earnings from continuing operations
|
$
|
833,119
|
|
|
$
|
773,186
|
|
|
$
|
619,497
|
|
|
|
|
|
|
|
||||||
OPERATING MARGINS:
|
|
|
|
|
|
||||||
Communication Technologies
|
14.4
|
%
|
|
16.6
|
%
|
|
19.1
|
%
|
|||
Energy
|
24.8
|
%
|
|
23.7
|
%
|
|
24.3
|
%
|
|||
Engineered Systems
|
14.7
|
%
|
|
14.4
|
%
|
|
13.7
|
%
|
|||
Printing & Identification
|
13.6
|
%
|
|
14.0
|
%
|
|
16.0
|
%
|
|||
Total Segments
|
17.2
|
%
|
|
17.1
|
%
|
|
17.3
|
%
|
|||
Earnings from continuing operations
|
14.0
|
%
|
|
13.7
|
%
|
|
13.3
|
%
|
|||
|
|
|
|
|
|
||||||
DEPRECIATION and AMORTIZATION:
|
|
|
|
|
|
|
|
|
|||
Communication Technologies
|
$
|
132,619
|
|
|
$
|
101,839
|
|
|
$
|
72,262
|
|
Energy
|
95,077
|
|
|
77,819
|
|
|
48,842
|
|
|||
Engineered Systems
|
93,621
|
|
|
74,776
|
|
|
72,526
|
|
|||
Printing & Identification
|
33,602
|
|
|
33,482
|
|
|
33,570
|
|
|||
Corporate
|
2,666
|
|
|
2,561
|
|
|
2,037
|
|
|||
Consolidated total
|
$
|
357,585
|
|
|
$
|
290,477
|
|
|
$
|
229,237
|
|
|
|
|
|
|
|
||||||
CAPITAL EXPENDITURES:
|
|
|
|
|
|
|
|
|
|||
Communication Technologies
|
$
|
152,245
|
|
|
$
|
111,402
|
|
|
$
|
41,222
|
|
Energy
|
70,334
|
|
|
74,953
|
|
|
48,916
|
|
|||
Engineered Systems
|
66,028
|
|
|
58,610
|
|
|
57,476
|
|
|||
Printing & Identification
|
6,255
|
|
|
10,391
|
|
|
10,075
|
|
|||
Corporate
|
2,150
|
|
|
7,320
|
|
|
11,608
|
|
|||
Consolidated total
|
$
|
297,012
|
|
|
$
|
262,676
|
|
|
$
|
169,297
|
|
(1)
|
Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, and various administrative expenses relating to the corporate headquarters.
|
TOTAL ASSETS AT DECEMBER 31:
|
2012
|
|
2011
|
|
2010
|
||||||
Communication Technologies
|
$
|
2,538,644
|
|
|
$
|
2,471,918
|
|
|
$
|
1,540,636
|
|
Energy
|
2,020,349
|
|
|
1,699,395
|
|
|
1,010,415
|
|
|||
Engineered Systems
|
3,378,005
|
|
|
2,247,532
|
|
|
2,089,801
|
|
|||
Printing & Identification
|
1,301,521
|
|
|
1,310,272
|
|
|
1,308,482
|
|
|||
Corporate (principally cash and cash equivalents)
|
807,879
|
|
|
1,284,575
|
|
|
1,448,210
|
|
|||
Total assets - continuing operations
|
10,046,398
|
|
|
9,013,692
|
|
|
7,397,544
|
|
|||
Assets from discontinued operations
|
397,545
|
|
|
486,860
|
|
|
1,161,199
|
|
|||
Consolidated total
|
$
|
10,443,943
|
|
|
$
|
9,500,552
|
|
|
$
|
8,558,743
|
|
|
Revenue
|
|
Long-Lived Assets
|
||||||||||||||||
|
Years Ended December 31,
|
|
At December 31,
|
||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
||||||||||
United States
|
$
|
4,343,946
|
|
|
$
|
3,923,118
|
|
|
$
|
3,355,649
|
|
|
$
|
656,006
|
|
|
$
|
557,238
|
|
Europe
|
1,240,222
|
|
|
1,247,039
|
|
|
1,116,641
|
|
|
216,535
|
|
|
175,896
|
|
|||||
Other Americas
|
793,556
|
|
|
771,239
|
|
|
624,716
|
|
|
51,096
|
|
|
51,788
|
|
|||||
Asia
|
1,488,251
|
|
|
1,162,103
|
|
|
836,875
|
|
|
232,937
|
|
|
176,708
|
|
|||||
Other
|
238,364
|
|
|
265,655
|
|
|
175,626
|
|
|
10,478
|
|
|
9,073
|
|
|||||
Consolidated total
|
$
|
8,104,339
|
|
|
$
|
7,369,154
|
|
|
$
|
6,109,507
|
|
|
$
|
1,167,052
|
|
|
$
|
970,703
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Earnings from continuing operations
|
$
|
833,119
|
|
|
$
|
773,186
|
|
|
$
|
619,497
|
|
Earnings (loss) from discontinued operations, net
|
(22,049
|
)
|
|
122,057
|
|
|
80,607
|
|
|||
Net earnings
|
$
|
811,070
|
|
|
$
|
895,243
|
|
|
$
|
700,104
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
4.59
|
|
|
$
|
4.16
|
|
|
$
|
3.31
|
|
Earnings (loss) from discontinued operations, net
|
$
|
(0.12
|
)
|
|
$
|
0.66
|
|
|
$
|
0.43
|
|
Net earnings
|
$
|
4.47
|
|
|
$
|
4.82
|
|
|
$
|
3.75
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
181,551,000
|
|
|
185,882,000
|
|
|
186,897,000
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings per common share:
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
4.53
|
|
|
$
|
4.09
|
|
|
$
|
3.27
|
|
Earnings (loss) from discontinued operations, net
|
$
|
(0.12
|
)
|
|
$
|
0.65
|
|
|
$
|
0.43
|
|
Net earnings
|
$
|
4.41
|
|
|
$
|
4.74
|
|
|
$
|
3.70
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
183,993,000
|
|
|
188,887,000
|
|
|
189,170,000
|
|
|
Years Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Weighted average shares outstanding - Basic
|
181,551,000
|
|
|
185,882,000
|
|
|
186,897,000
|
|
Dilutive effect of assumed exercise of employee stock options and SARs and vesting of performance shares and restricted shares
|
2,442,000
|
|
|
3,005,000
|
|
|
2,273,000
|
|
Weighted average shares outstanding - Diluted
|
183,993,000
|
|
|
188,887,000
|
|
|
189,170,000
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Shares repurchased in the open market
|
12,314,795
|
|
|
4,034,973
|
|
|
2,335,500
|
|
|||
Shares repurchased from holders of employee stock options
|
86,303
|
|
|
80,166
|
|
|
82,455
|
|
|||
Total shares repurchased
|
12,401,098
|
|
|
4,115,139
|
|
|
2,417,955
|
|
|||
Average price paid per share
|
$
|
60.38
|
|
|
$
|
58.93
|
|
|
$
|
51.10
|
|
|
|
|
|
|
Continuing Operations
|
|
Net Earnings
|
||||||||||||||||||||||||
Quarter
|
Revenue
|
|
Gross Profit
|
|
Earnings
|
|
Per Share - Basic
|
|
Per Share - Diluted
|
|
Net Earnings
|
|
Per Share - Basic
|
|
Per Share - Diluted
|
||||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
First
|
$
|
1,954,614
|
|
|
$
|
746,080
|
|
|
$
|
186,409
|
|
|
$
|
1.01
|
|
|
$
|
1.00
|
|
|
$
|
196,063
|
|
|
$
|
1.07
|
|
|
$
|
1.05
|
|
Second
|
2,038,289
|
|
|
777,102
|
|
|
205,156
|
|
|
1.12
|
|
|
1.10
|
|
|
214,101
|
|
|
1.17
|
|
|
1.15
|
|
||||||||
Third
|
2,097,605
|
|
|
810,139
|
|
|
233,330
|
|
|
1.28
|
|
|
1.27
|
|
|
241,046
|
|
|
1.33
|
|
|
1.31
|
|
||||||||
Fourth
|
2,013,831
|
|
|
773,744
|
|
|
208,224
|
|
|
1.17
|
|
|
1.16
|
|
|
159,860
|
|
|
0.90
|
|
|
0.89
|
|
||||||||
|
$
|
8,104,339
|
|
|
$
|
3,107,065
|
|
|
$
|
833,119
|
|
|
4.59
|
|
|
4.53
|
|
|
$
|
811,070
|
|
|
4.47
|
|
|
4.41
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
First
|
$
|
1,659,048
|
|
|
$
|
656,133
|
|
|
$
|
155,145
|
|
|
$
|
0.83
|
|
|
$
|
0.82
|
|
|
$
|
194,905
|
|
|
$
|
1.04
|
|
|
$
|
1.03
|
|
Second
|
1,819,594
|
|
|
712,729
|
|
|
213,259
|
|
|
1.14
|
|
|
1.12
|
|
|
249,769
|
|
|
1.34
|
|
|
1.32
|
|
||||||||
Third
|
1,999,550
|
|
|
757,608
|
|
|
207,515
|
|
|
1.12
|
|
|
1.10
|
|
|
172,280
|
|
|
0.93
|
|
|
0.91
|
|
||||||||
Fourth
|
1,890,962
|
|
|
718,333
|
|
|
197,267
|
|
|
1.07
|
|
|
1.05
|
|
|
278,289
|
|
|
1.51
|
|
|
1.49
|
|
||||||||
|
$
|
7,369,154
|
|
|
$
|
2,844,803
|
|
|
$
|
773,186
|
|
|
4.16
|
|
|
4.09
|
|
|
$
|
895,243
|
|
|
4.82
|
|
|
4.74
|
|
Allowance for Doubtful Accounts
|
|
Balance at
Beginning
of Year
|
|
Acquired by
Purchase or
Merger
|
|
Charged to Cost and
Expense (A)
|
|
Accounts
Written Off
|
|
Other
|
|
Balance at
End of Year
|
||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for Doubtful Accounts
|
|
$
|
21,238
|
|
|
56
|
|
|
5,162
|
|
|
(6,481
|
)
|
|
417
|
|
|
$
|
20,392
|
|
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for Doubtful Accounts
|
|
$
|
26,815
|
|
|
73
|
|
|
5,693
|
|
|
(10,013
|
)
|
|
(1,330
|
)
|
|
$
|
21,238
|
|
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for Doubtful Accounts
|
|
$
|
31,746
|
|
|
—
|
|
|
(153
|
)
|
|
(4,204
|
)
|
|
(574
|
)
|
|
$
|
26,815
|
|
(A) Net of recoveries on previously reserved or written-off balances.
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred Tax Valuation Allowance
|
|
Balance at
Beginning
of Year
|
|
Acquired by
Purchase or
Merger
|
|
Additions
|
|
Reductions
|
|
Other
|
|
Balance at
End of Year
|
||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred Tax Valuation Allowance
|
|
$
|
20,855
|
|
|
—
|
|
|
—
|
|
|
(1,968
|
)
|
|
—
|
|
|
$
|
18,887
|
|
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred Tax Valuation Allowance
|
|
$
|
35,486
|
|
|
—
|
|
|
—
|
|
|
(14,631
|
)
|
|
—
|
|
|
$
|
20,855
|
|
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred Tax Valuation Allowance
|
|
$
|
34,969
|
|
|
—
|
|
|
517
|
|
|
—
|
|
|
—
|
|
|
$
|
35,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
LIFO Reserve
|
|
Balance at
Beginning
of Year
|
|
Acquired by
Purchase or
Merger
|
|
Charged to Cost and Expense
|
|
Reductions
|
|
Other
|
|
Balance at
End of Year
|
||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
LIFO Reserve
|
|
$
|
55,345
|
|
|
—
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
$
|
55,506
|
|
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
LIFO Reserve
|
|
$
|
45,742
|
|
|
—
|
|
|
9,603
|
|
|
—
|
|
|
—
|
|
|
$
|
55,345
|
|
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
LIFO Reserve
|
|
$
|
44,195
|
|
|
—
|
|
|
1,547
|
|
|
—
|
|
|
—
|
|
|
$
|
45,742
|
|
(i)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (2)
|
||||
Equity compensation plans approved by stockholders
|
9,439,627
|
|
|
$
|
49.23
|
|
|
16,938,968
|
|
Equity compensation plans not approved by stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
9,439,627
|
|
|
$
|
49.23
|
|
|
16,938,968
|
|
(1)
|
Column (a) includes shares issuable pursuant to outstanding performance share awards under the Company's 2005 Equity and Cash Incentive Plan (the "2005 Plan") subject to the satisfaction at the level of the applicable performance criteria over a three-year performance period. Performance share awards are not reflected in the weighted exercise price in column (b).
|
(2)
|
Column (c) consists of shares available for future issuance under the Company's 2012 Equity and Cash Incentive Plan (the "2012 Plan"). Under the 2012 Plan, the Company may grant options, stock-settled stock appreciation rights ("SARs"), restricted stock or restricted stock units, performance share awards, director shares, or deferred stock units. Under the 2012 Plan, the number of shares available for issuance will be reduced (i) by one share for each share issued pursuant to options or SARs and (ii) by three shares for each share of stock issued pursuant to restricted stock, restricted stock unit, performance share, director share, or deferred stock unit awards.
|
a)
|
The following documents are filed as part of this report:
|
(1)
|
Financial Statements. The financial statements are set forth under “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
|
(2)
|
Schedules. The following financial statement schedule is set forth under “Item 8. Financial Statements and Supplementary Data” of this Form 10-K. All other schedules have been omitted because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto.
|
•
|
Schedule II – Valuation and Qualifying Accounts
|
(3)
|
Exhibits. The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Form 10-K. The exhibits will be filed with the SEC but will not be included in the printed version of the Annual Report to Shareholders.
|
|
|
DOVER CORPORATION
|
|
|
|
|
|
/s/ Robert A. Livingston
|
|
|
Robert A. Livingston
|
|
|
President and Chief Executive Officer
|
Date:
|
February 15, 2013
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Robert W. Cremin
|
|
Chairman, Board of Directors
|
|
February 15, 2013
|
Robert W. Cremin
|
|
|
|
|
|
|
|
|
|
/s/ Robert A. Livingston
|
|
Chief Executive Officer, President and Director (Principal Executive Officer)
|
|
February 15, 2013
|
Robert A. Livingston
|
|
|
|
|
|
|
|
|
|
/s/ Brad M. Cerepak
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 15, 2013
|
Brad M. Cerepak
|
|
|
|
|
|
|
|
|
|
/s/ Raymond T. McKay, Jr.
|
|
Vice President, Controller
(Principal Accounting Officer)
|
|
February 15, 2013
|
Raymond T. McKay, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ David H. Benson
|
|
Director
|
|
February 15, 2013
|
David H. Benson
|
|
|
|
|
|
|
|
|
|
/s/ Jean-Pierre M. Ergas
|
|
Director
|
|
February 15, 2013
|
Jean-Pierre M. Ergas
|
|
|
|
|
|
|
|
|
|
/s/ Peter T. Francis
|
|
Director
|
|
February 15, 2013
|
Peter T. Francis
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Kristiane C. Graham
|
|
Director
|
|
February 15, 2013
|
Kristiane C. Graham
|
|
|
|
|
|
|
|
|
|
/s/ Michael F. Johnston
|
|
Director
|
|
February 15, 2013
|
Michael F. Johnston
|
|
|
|
|
|
|
|
|
|
/s/ Richard K. Lochridge
|
|
Director
|
|
February 15, 2013
|
Richard K. Lochridge
|
|
|
|
|
|
|
|
|
|
/s/ Bernard G. Rethore
|
|
Director
|
|
February 15, 2013
|
Bernard G. Rethore
|
|
|
|
|
|
|
|
|
|
/s/ Michael B. Stubbs
|
|
Director
|
|
February 15, 2013
|
Michael B. Stubbs
|
|
|
|
|
|
|
|
|
|
/s/ Stephen M. Todd
|
|
Director
|
|
February 15, 2013
|
Stephen M. Todd
|
|
|
|
|
|
|
|
|
|
/s/ Stephen K. Wagner
|
|
Director
|
|
February 15, 2013
|
Stephen K. Wagner
|
|
|
|
|
|
|
|
|
|
/s/ Mary A. Winston
|
|
Director
|
|
February 15, 2013
|
Mary A. Winston
|
|
|
|
|
(10.3)
|
|
Executive Change in Control Agreement as amended and restated as of January 1, 2009, filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-04018) is incorporated by reference.*
|
(10.4)
|
|
1995 Incentive Stock Option Plan and 1995 Cash Performance Program, as amended as of May 4, 2006 with respect to all awards then outstanding, filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2006 (SEC File No. 001-04018) is incorporated by reference.*
|
(10.5)
|
|
Deferred Compensation Plan, as amended and restated as of January 1, 2009, filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-04018) is incorporated by reference.*
|
(10.6)
|
|
2005 Equity and Cash Incentive Plan, as amended as of January 1, 2009, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 13, 2009 (SEC File No. 001-04018) is incorporated by reference.*
|
(10.7)
|
|
Form of award grant letter for SSAR grants made under the 2005 Equity and Cash Incentive Plan, filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the period ended December 31, 2011, is incorporated by reference.*
|
(10.8)
|
|
Form of award grant letter for cash performance awards made under the 2005 Equity and Cash Incentive Plan, filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the period ended December 31, 2011, is incorporated by reference.*
|
(10.9)
|
|
Form of award grant letter for performance share awards made under the 2005 Equity and Cash Incentive Plan, filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the period ended December 31, 2011, is incorporated by reference.*
|
(10.10)
|
|
Pension Replacement Plan (formerly the Supplemental Executive Retirement Plan), as amended and restated as of January 1, 2010, filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009 (SEC File No. 001-04018) is incorporated by reference.*
|
(10.11)
|
|
Amendment No. 1 to the Executive Severance Plan, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012 (SEC File No. 001-04018), is incorporated by reference. *
|
(10.12)
|
|
Five-year Credit Agreement dated as of November 10, 2011 by and among Dover Corporation, the Borrowing Subsidiaries party hereto, the Lenders party hereto, JPMorgan Chase Bank, N.A as Administrative Agent, Bank of America, N.A., and Wells Fargo Bank National Association, as Syndication Agents, and J.P. Morgan Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K for the period ended December 31, 2011, is incorporated by reference.
|
(10.13)
|
|
Form of award grant letter for restricted stock awards made under the 2005 Equity and Cash Incentive Plan, filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K for the period ended December 31, 2010, is incorporated by reference.*
|
(10.14)
|
|
Amendment No. 1 to the Executive Employee Supplemental Retirement Agreement with Robert A. Livingston, Jr., filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed March 3, 2010 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.15)
|
|
Executive Severance Plan, filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K for the period ended December 31, 2010, is incorporated by reference.*
|
(10.16)
|
|
Senior Executive Change-in-Control Severance Plan, filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K for the period ended December 31, 2010, is incorporated by reference.*
|
(10.17)
|
|
Underwriting Agreement between the Company and Goldman Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith, Deutsche Bank Securities Inc., RBS Securities Inc., Wells Fargo Securities, LLC, Morgan Stanley & Co. Incorporated, Lazard Capital Markets LLC, and Scotia Capital (USA) Inc., filed as Exhibit 1.2 to the Company's Current Report on Form 8-K filed February 22, 2011 (SEC File No. 001-04018) is incorporated by reference.
|
(10.18)
|
|
Letter Agreement between Raymond Hoglund and the Company, dated as of May 31, 2011, filed as Exhibit 10.19 to the Company's Annual Report on Form 10-K for the period ended December 31, 2011, is incorporated by reference.*
|
(10.19)
|
|
2012 Equity and Cash Incentive Plan, effective as of May 3, 2012, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2012 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.20)
|
|
Form of award grant letter for SSAR grants made under the 2012 Equity and Cash Incentive Plan. * (1)
|
(10.21)
|
|
Form of award grant letter for cash performance awards made under the 2012 Equity and Cash Incentive Plan. * (1)
|
(10.22)
|
|
Form of award grant letter for performance share awards made under the 2012 Equity and Cash Incentive Plan. * (1)
|
(10.23)
|
|
Amendment No. 1 to the Senior Executive Change-in-Control Severance Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012 (SEC File No. 001-04018), is incorporated by reference. *
|
(21)
|
|
Subsidiaries of Dover. (1)
|
(23)
|
|
Consent of Independent Registered Public Accounting Firm. (1)
|
(24)
|
|
Power of Attorney (included in signature page). (1)
|
(31.1)
|
|
Certification pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, signed and dated by Brad M. Cerepak. (1)
|
(31.2)
|
|
Certification pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, signed and dated by Robert A. Livingston. (1)
|
(32)
|
|
Certification pursuant to 18 U.S.C. Section 1350, signed and dated by Brad M. Cerepak and Robert A. Livingston. (1)
|
(101)
|
|
The following materials from Dover Corporation's Annual Report on Form 10-K for the year ended December 31, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Earnings, (ii) Consolidated Statements of Comprehensive Earnings (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statement of Cash Flows, and (vi) Notes to the Consolidated Financial Statements. (1)
|
|
|
|
*
|
|
Executive compensation plan or arrangement.
|
(1)
|
|
Filed herewith.
|
I hereby acknowledge and agree that I have reviewed the Plan and this agreement and agree to the terms and conditions set forth herein and therein.
|
|||||
|
|
|
|
|
|
This award agreement shall only become effective upon receipt by Dover of your signed copy of this agreement.
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Employee
|
|
|
«Name»
|
|
|
|
|
|
«Title»
|
|
|
|
|
|
|
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Your business unit -
|
____
|
The base year -
|
2013
|
The performance period is the three-year period -
|
2013-2015
|
Your target cash performance award payment at the 100% level -
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____
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1.
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Within two and one-half months following the end of the performance period, your Dover Operating Company will pay you a cash performance payment if your business unit has reached certain levels of internal total shareholder return (“iTSR”), as set forth in the Cash Performance Payout Table, and the other conditions of your award are satisfied.
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2.
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A summary of the definition of internal total shareholder return, or iTSR, for your business unit is set forth in the Definition of iTSR.
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3.
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The aggregate maximum cash payout for each business unit (determined after applying the individual payment limitation noted in the next sentence, if applicable) in respect of all cash performance awards for a specific performance period shall not exceed the product of (i) 1.75%, times (ii) the sum of the business unit's change in entity value plus free cash flow (as such terms are defined in the Definition of iTSR) for that performance period. In no event will the cash performance payout to any one individual exceed $5 million for the performance period.
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4.
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As a condition of receiving your Cash Performance Award, you agree to be bound by the terms and conditions of the Dover Corporation Anti-hedging and Anti-pledging Policy and by any Clawback Policy to be adopted by Dover, as such policies may be in effect from time to time. The Anti-hedging and Anti-pledging Policy prohibits hedging or pledging
any
Dover equity securities held by you or certain designees, whether such Dover securities are, or have been, acquired under the Plan, another compensation plan sponsored by Dover, or otherwise. Please review the Anti-hedging and Anti-pledging Policy to make sure that you are in compliance. You may obtain a copy of the current version of the Anti-hedging and Anti-pledging Policy, and any Clawback Policy to be adopted by Dover, by contacting the Benefits Department at 630-541-1540.
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5.
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For Non-US Employees, your cash performance award is subject to the terms and conditions of the Addendum for Non-US Employees.
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6.
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Your award is not transferrable by you other than by will or the laws of descent and distribution.
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7.
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Dover and your employer reserve the right to amend, modify, or terminate the Plan at any time in their discretion without notice.
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iTSR for Performance Period
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Payout (% of target)
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<6%
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—%
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6%
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25%
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9%
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100%
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17%
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300%
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>
50%
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750%
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I hereby acknowledge and agree that I have reviewed the Plan and this agreement and agree to the terms and conditions set forth herein and therein.
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This award agreement shall only become effective upon receipt by Dover of your signed copy of this agreement.
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Employee
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«Name»
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«Title»
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Date
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Your target performance share award at the 100% level -
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___ shares of Dover Common Stock
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The base year -
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2013
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The performance period is the three-year period -
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2013-2015
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1.
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Within two and one-half months following the end of the performance period, Dover will distribute to you the shares of Dover Common Stock in payment of your performance share award if Dover has reached certain levels of TSR in comparison to the TSRs of the companies in its peer group as set forth in the Performance Share Payout Table, and the other conditions of your award are satisfied.
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2.
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As a condition of receiving your Performance Share Award, you agree to be bound by the terms and conditions of the Dover Corporation Anti-hedging and Anti-pledging Policy and by any Clawback Policy to be adopted by Dover, as such policies may be in effect from time to time. The Anti-hedging and Anti-pledging Policy prohibits hedging or pledging
any
Dover equity securities held by you or certain designees, whether such Dover securities are, or have been, acquired under the Plan, another compensation plan sponsored by Dover, or otherwise. Please review the Anti-hedging and Anti-pledging Policy to make sure that you are in compliance. You may obtain a copy of the current version of the Anti-hedging and Anti-pledging Policy, and any Clawback Policy to be adopted by Dover, by contacting the Benefits Department at 630-541-1540.
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3.
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Your award is not transferable by you other than by will or the laws of descent and distribution.
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4.
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Dover and your employer reserve the right to amend, modify, or terminate the Plan at any time in their discretion without notice.
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I hereby acknowledge and agree that I have reviewed the Plan and this agreement and agree to the terms and conditions set forth herein and therein.
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This award agreement shall only become effective upon receipt by Dover of your signed copy of this agreement.
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Employee
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«Name»
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«Title»
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Date
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Dover 3-year TSR Performance Relative to TSR of Peer Group Companies
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Payout Level
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Payout Percentage of Target Grant
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>
75
th
Percentile
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Maximum
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200%
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50
th
Percentile
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Target
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100%
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35
th
Percentile
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Threshold
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50%
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<
35
th
Percentile
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Below Threshold
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—%
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Company Name
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Where Incorporated
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Domestic
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Anman, LLC
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Delaware
|
Anthony Equity Holdings, Inc.
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Delaware
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Anthony Holdings, Inc.
|
Delaware
|
Anthony Mexico Holdings, LLC
|
Delaware
|
Anthony North Holdco, Inc.
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Delaware
|
Anthony Refresh Group, LLC
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Delaware
|
Anthony Specialty Glass LLC
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Delaware
|
Anthony TemperBent GP LLC
|
Delaware
|
Anthony, Inc.
|
Delaware
|
Avborne Accessory Group, Inc.
|
Delaware
|
Barker Specialty Products, L.L.C.
|
Delaware
|
Bayne Machine Works, Inc.
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South Carolina
|
Belvac Production Machinery, Inc.
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Virginia
|
Canada Organization & Development LLC
|
Delaware
|
Cantrell Industries, Inc.
|
Kansas
|
CCI Field Services, Inc.
|
Delaware
|
CEP Liquidation, LLC
|
Delaware
|
Challenger Process Systems Co.
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Delaware
|
Clove Park Insurance Company
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New York
|
Colder Products Company
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Minnesota
|
Cook-MFS, Inc.
|
Delaware
|
CP Formation LLC
|
Delaware
|
CPC Europe
|
Minnesota
|
CPE Acquisition Co.
|
Delaware
|
CPI Products, Inc.
|
Delaware
|
Datamax International Corporation
|
Delaware
|
Datamax-O'Neil Corporation
|
Delaware
|
DD1, Inc
|
Delaware
|
DDI Properties, Inc.
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California
|
DEK U.S.A., Inc.
|
Delaware
|
DEK USA Logistics, Inc.
|
Delaware
|
Delaware Capital Formation, Inc.
|
Delaware
|
Delaware Capital Holdings, Inc.
|
Delaware
|
De-Sta-Co Cylinders, Inc.
|
Delaware
|
De-Sta-Co Manufacturing Tubular Products
|
Delaware
|
DFH Corporation
|
Delaware
|
Dielectric Laboratories, Inc.
|
Delaware
|
DMX Integration, Inc.
|
Florida
|
Dover Acquisition Corporation
|
Delaware
|
Dover BMCS Acquisition Corp.
|
Delaware
|
Dover Communication Technologies, Inc.
|
Delaware
|
Dover DEI Services, Inc.
|
Delaware
|
Dover Diversified De, Inc.
|
Delaware
|
Dover Energy, Inc.
|
Delaware
|
Dover Engineered Systems, Inc.
|
Delaware
|
Dover Europe, Inc.
|
Delaware
|
Dover Global Holdings, Inc.
|
Delaware
|
Dover International Operations Inc.
|
Delaware
|
Dover PCS Holding LLC
|
Delaware
|
Dover Printing & Identification, Inc.
|
Delaware
|
Dow-Key Microwave Corporation
|
Delaware
|
EOA Systems, Inc.
|
Delaware
|
Equipment Brokers, Inc.
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Iowa
|
Everett Charles Technologies, Inc.
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Delaware
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FB iMonitoring Inc.
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Delaware
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Flexbar, Inc.
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Delaware
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Griswold Pump Company
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Florida
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Harbison-Fischer, Inc.
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Delaware
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Hill Phoenix, Inc.
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Delaware
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Honetreat Company
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California
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Hydro Systems Company
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Delaware
|
Hydromotion, Inc.
|
Delaware
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Industrial Motion Control, LLC
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Delaware
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Inpro/Seal LLC
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Delaware
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K&L Microwave, Inc.
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Delaware
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K. S. Boca Inc.
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Florida
|
Knappco Corporation
|
Delaware
|
Knowles Electronics Holdings, Inc.
|
Delaware
|
Knowles Electronics Sales Corp.
|
Delaware
|
Knowles Electronics, LLC
|
Delaware
|
Knowles Intermediate Holding, Inc.
|
Delaware
|
KS Formation, Inc.
|
Delaware
|
KSLP Liquidation L.P.
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Texas
|
Maag Automatik Inc.
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North Carolina
|
Maag Pump Systems (US) Inc.
|
Delaware
|
Marathon Equipment Company (Delaware)
|
Delaware
|
MARKEM Holdings, Inc.
|
Vermont
|
MARKEM International, Inc.
|
New Hampshire
|
MARKEM Tag, Inc.
|
Delaware
|
MARKEM-IMAJE Corporation
|
New Hampshire
|
Metcraft, Inc.
|
Missouri
|
Midland Manufacturing Corporation
|
Delaware
|
Multitest Electronic Systems, Inc.
|
Delaware
|
Neptune Chemical Pump Company
|
Delaware
|
Northern Lights (Nevada), Inc.
|
Nevada
|
Northern Lights Funding LP
|
Delaware
|
Northern Lights Investments LLC
|
Delaware
|
Nova Controls
|
Delaware
|
Novacap, Inc.
|
Delaware
|
NPS Services, Inc.
|
Delaware
|
Oil Lift Technology, Inc
|
New Mexico
|
OK Holdings, Inc.
|
Delaware
|
OK International, Inc.
|
California
|
OPW Engineered Systems, Inc.
|
Delaware
|
OPW Epsilon, Inc.
|
Delaware
|
OPW Fuel Management Systems, Inc.
|
Delaware
|
OPW Fueling Components, Inc.
|
Delaware
|
OPW Fueling Containment Systems, Inc.
|
Delaware
|
PDQ Manufacturing, Inc.
|
Delaware
|
Performance Motorsports, Inc.
|
California
|
Pike Machine Products, Inc.
|
New Jersey
|
Pioneer Labels, Inc.
|
Illinois
|
Pole/Zero Acquisition, Inc.
|
Delaware
|
Power Soak Systems, Inc.
|
Kansas
|
Pro Rod USA Inc.
|
Delaware
|
Production Control Services, Inc.
|
Delaware
|
Provacon, Inc.
|
Delaware
|
Pump Management Services Co., LLC
|
Delaware
|
Quartzdyne Inc.
|
Delaware
|
Revod Corporation
|
Delaware
|
Richards Industries, Inc.
|
Delaware
|
Robohand, Inc.
|
Delaware
|
SE Liquidation, LLC
|
Delaware
|
Sonic Industries, Inc.
|
California
|
Sure Seal, Inc.
|
Delaware
|
SWEP North America Inc.
|
Delaware
|
Tartan Textile Services, Inc.
|
Delaware
|
Texas Hydraulics, Inc.
|
Delaware
|
The Heil Co.
|
Delaware
|
Theta Oilfield Services, Inc.
|
Delaware
|
Tipper Tie, Inc.
|
Delaware
|
TTSI III, Inc.
|
Delaware
|
Tulsa Winch, Inc.
|
Delaware
|
UAC Corporation
|
Delaware
|
Unified Brands, Inc.
|
Delaware
|
Upco, Inc.
|
Oklahoma
|
US Synthetic Corporation
|
Delaware
|
US Synthetic Southwest Marketing, Inc.
|
Utah
|
US Synthetic Texas Ltd
|
Texas
|
VAL Glass US LLC
|
Delaware
|
Val TemperBent Glass, L.P.
|
Georgia
|
Vectron International, Inc.
|
Delaware
|
Vehicle Service Group, LLC
|
Delaware
|
VWS LLC
|
Delaware
|
Warn Industries, Inc.
|
Delaware
|
Waukesha Bearings Corporation
|
Wisconsin
|
Well Tender, Inc.
|
Delaware
|
Wilden Pump and Engineering LLC
|
Delaware
|
Windrock Incorporated
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Tennessee
|
Wiseco Piston, Inc.
|
Delaware
|
|
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Foreign
|
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Advansor A/S
|
Denmark
|
ALMATEC Maschinenbau GmbH
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Germany
|
Anthony Brasil Equipamentos para Industria Alimenticia Ltda.
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Brazil
|
Anthony International Foreign Sales Corporation (Barbados)
|
Barbados
|
Anthony International Holding Company (Cayman Islands)
|
Cayman Islands
|
Anthony Mexico Holdings S de R.L. de C.V.
|
Mexico
|
Anthony Mexico Management Company, S. de R.L. de C.V.
|
Mexico
|
Anthony Technical Glass (Shanghai) Co., Ltd (dba) Flying Glass
|
China
|
atg Luther & Maelzer Asia Ltd
|
Taiwan
|
atg Luther & Maelzer GmbH
|
Germany
|
Automatik do Brazil Maquinas Para Industria do Plastico Ltda. Bhd.
|
Brazil
|
Automatik Grundstuckview GmbH & Co. KG
|
Germany
|
Automatik Plastics Machinery (Taiwan) Ltd.
|
Taiwan
|
Automatik Plastics Machinery GmbH
|
Germany
|
Automatik Plastics Machinery Sdn. Bhd.
|
Malaysia
|
BlitzRotary GmbH
|
Germany
|
BSC Filters Limited
|
United Kingdom
|
Cash Services Ltd.
|
United Kingdom
|
Ceramic & Microwave Products (Shanghai) Co. Ltd.
|
China
|
Chief Automotive Technologies (Shanghai) Trading Company, Ltd.
|
China
|
Colder Products Company GmbH
|
Germany
|
Colder Products Company LTD
|
Hong Kong
|
Columbus Insurance Ltd.
|
Cayman Islands
|
Contact Products Japan, Ltd. (JV)
|
Japan
|
Cook Compression BV
|
Netherlands
|
Cook Compression, Ltd.
|
United Kingdom
|
C-Tech Oilwell Technologies Inc.
|
Alberta
|
DEK Hungary Manufacturing & Technology LLC
|
Hungary
|
DEK Northern Europe Limited
|
United Kingdom
|
DEK Printing Machines GmbH
|
Germany
|
DEK Printing Machines Limited
|
United Kingdom
|
DEK Vectorguard Ltd.
|
United Kingdom
|
De-Sta-Co (Asia) Company, Limited
|
Thailand
|
DE-STA-CO Benelux B.V.
|
Netherlands
|
De-Sta-Co Europe GmbH
|
Germany
|
DE-STA-CO FRANCE
|
France
|
DE-STA-CO Shanghai Co. Ltd.
|
China
|
De-Sta-Co-Ema Industria e Comercio Ltda.
|
Brazil
|
Dover (Schweiz) Holding GmbH
|
Switzerland
|
Dover (ShangHai) Trading Company
|
China
|
Dover (Suzhou) Industrial Equipment Manufacturing Co., Ltd.
|
China
|
Dover Asia Trading Private Ltd.
|
Singapore
|
Dover Canada Finance LP
|
Canada
|
Dover Corporation (Canada) Acquisition 1 Limited
|
Alberta
|
Dover Corporation (Canada) Limited
|
Canada
|
Dover Corporation Regional Headquarters
|
China
|
Dover CR, spol s r.o.
|
Czech Republic
|
Dover Denmark Holdings ApS
|
Denmark
|
Dover do Brasil Ltda.
|
Brazil
|
Dover Europe Sarl
|
Switzerland
|
Dover France Holdings, S.A.S.
|
France
|
Dover France Participations SAS
|
France
|
Dover France Technologies S.A.S.
|
France
|
Dover German Partnership Holdings GmbH
|
Germany
|
Dover Germany GmbH
|
Germany
|
Dover Global Trading Pte. Ltd.
|
Singapore
|
Dover Holdings Austria GmbH
|
Austria
|
Dover Holdings de Mexico S.A. de C.V.
|
Mexico
|
Dover Hungary Board Test Manufacturing KFT
|
Hungary
|
Dover India Pvt., Ltd.
|
India
|
Dover International B.V.
|
Netherlands
|
Dover Italy Holdings S.r.l.
|
Italy
|
Dover Luxembourg Finance Sarl
|
Luxembourg
|
Dover Luxembourg International Sarl
|
Luxembourg
|
Dover Luxembourg S.a.r.l.
|
Luxembourg
|
Dover Luxembourg Services Sarl
|
Luxembourg
|
Dover Middle East LLC
|
Oman
|
Dover Netherlands Finance B.V.
|
Netherlands
|
Markem-Imaje AG
|
Switzerland
|
Markem-Imaje AS
|
Norway
|
Markem-Imaje B.V.
|
Netherlands
|
Markem-Imaje Co., Ltd.
|
South Korea
|
Markem-Imaje GmbH
|
Germany
|
Markem-Imaje Identificacao de Produtos Ltda.
|
Brazil
|
Markem-Imaje Inc.
|
Canada
|
Markem-Imaje India Private Limited
|
India
|
Markem-Imaje KK
|
Japan
|
Markem-Imaje Limited
|
Hong Kong
|
Markem-Imaje LLC
|
Russian Federation
|
Markem-Imaje Ltd
|
United Kingdom
|
Markem-Imaje Ltd.
|
Taiwan
|
Markem-Imaje Ltd.
|
Thailand
|
Markem-Imaje N.V.
|
Belgium
|
Markem-Imaje Oy
|
Finland
|
Markem-Imaje Pty Ltd
|
Australia
|
Markem-Imaje S.A.
|
Argentina
|
Markem-Imaje S.A. de C.V.
|
Mexico
|
Markem-Imaje S.r.l. a socio unico
|
Italy
|
Markem-Imaje SAS
|
France
|
Markem-Imaje Sdn Bhd
|
Malaysia
|
Markem-Imaje Software Development Centre Pvt. Ltd.
|
India
|
Markem-Imaje Spain S.A.
|
Spain
|
Markem-Imaje Unipessoal, Lda (Portugal)
|
Portugal
|
Markpoint Holding AB
|
Sweden
|
Markpoint Printer AB
|
Sweden
|
Markpoint System AB
|
Sweden
|
Mouvex SASU
|
France
|
Multitest Electronic Systems (Penang) Sdn.Bhd.
|
Malaysia
|
Multitest Elektronische GmbH
|
Germany
|
Multitest GmbH
|
Germany
|
Nimaser BV (Dek Benelux)
|
Netherlands
|
Norris Production Solutions Columbia S.A.S.
|
Columbia
|
Norris Production Solutions Middle East LLC
|
Oman
|
Oil Lift Technology Inc.
|
Canada
|
Oil Lift Technology Pty Ltd
|
Australia
|
Oil Lift Technology S.A.S.
|
Columbia
|
OK International (Japan) Co.
|
Japan
|
OK International (UK) Ltd.
|
United Kingdom
|
OPW Fluid Transfer Group (Shanghai) Trading Company Limited
|
China
|
OPW Fluid Transfer Group Europe B.V.
|
Netherlands
|
OPW Fueling Components (SuZhou) Co., Ltd.
|
China
|
P.S. Precision B.V.
|
Netherlands
|
Petro Vend, Inc. (Poland)
|
Poland
|
PMI Europe B.V
|
Netherlands
|
Production Control Services Canada (PCS Canada) Ltd.
|
Alberta
|
PSG (Shanghai) Co., Ltd
|
China
|
PullMaster Winch Corporation
|
British Columbia
|
Revod (Philippines) Holdings Corporation
|
Philippines
|
Revod France
|
France
|
Revod Sweden AB
|
Sweden
|
Rotary Lift Consolidated (Haimen) Co., Ltd
|
China
|
RPA Maghreb Service
|
Morocco
|
Sargent Aerospace Canada, Inc.
|
Canada
|
Simek GmbH
|
Germany
|
St. Neots Sheet Metal Co. Limited
|
United Kingdom
|
SWEP A.G.
|
Switzerland
|
Swep Energy Oy
|
Finland
|
Swep International A.B.
|
Sweden
|
Swep Japan K.K.
|
Japan
|
SWEP Malaysia Sdn. Bhd.
|
Malaysia
|
SWEP Slovakia s.r.o.
|
Slovakia (Slovak Republic)
|
SWEP Technology (Suzhou) Co., Ltd.
|
China
|
SWEP Trading (Suzhou) Co., Ltd.
|
China
|
Syfer Technology Limited
|
United Kingdom
|
Temple Secretaries Limited
|
United Kingdom
|
Test Solutions (Suzhou) Co., Ltd.
|
China
|
Tianjin Red Screw Pump Manufacture Technology Co., Ltd.
|
China
|
Tipper Tie Alpina GmbH
|
Switzerland
|
Tipper Tie Technopack B. V.
|
Netherlands
|
Tipper Tie Technopack GmbH
|
Germany
|
Vectron Frequency Devices (Shanghai) Co., Ltd
|
China
|
Vectron International GmbH
|
Germany
|
Vectron International, Ltd.
|
Ontario
|
Vos Food Stores Equipment Ltd.
|
Ontario
|
Waukesha Bearings Limited
|
United Kingdom
|
Waukesha Bearings Russia Ltd.
|
Russian Federation
|
Wei Li Pump Shanghai Co., LTD.
|
China
|
1.
|
I have reviewed this Annual Report on Form 10-K of Dover Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 15, 2013
|
/s/ Brad M. Cerepak
|
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Brad M. Cerepak
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Senior Vice President & Chief Financial Officer
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(Principal Financial Officer)
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1.
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I have reviewed this Annual Report on Form 10-K of Dover Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 15, 2013
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/s/ Robert A. Livingston
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Robert A. Livingston
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President and Chief Executive Officer
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1.
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The Company’s Annual Report on Form 10-K for the period ended
December 31, 2012
(the “
Form 10-K”
) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
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2.
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Information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
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February 15, 2013
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/s/ Robert A. Livingston
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Robert A. Livingston
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President and Chief Executive Officer
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Dated:
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February 15, 2013
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/s/ Brad M. Cerepak
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Brad M. Cerepak
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Senior Vice President & Chief Financial Officer
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(Principal Financial Officer)
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