Delaware
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53-0257888
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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|
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3005 Highland Parkway
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Downers Grove, Illinois
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60515
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(Address of principal executive offices)
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(Zip Code)
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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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(Do not check if smaller reporting company)
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Smaller reporting company
o
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Page
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2013
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2012
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|
2013
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|
2012
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||||||||
Revenue
|
$
|
2,252,349
|
|
|
$
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2,097,605
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|
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$
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6,520,685
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$
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6,090,508
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Cost of goods and services
|
1,375,699
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1,287,466
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4,011,461
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3,757,187
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||||
Gross profit
|
876,650
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|
810,139
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2,509,224
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2,333,321
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||||
Selling and administrative expenses
|
482,284
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|
451,943
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1,472,333
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1,372,021
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||||
Operating earnings
|
394,366
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|
358,196
|
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|
1,036,891
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961,300
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|
||||
Interest expense, net
|
30,237
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|
30,399
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|
90,761
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|
90,145
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||||
Other expense (income), net
|
970
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|
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3,706
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(1,206
|
)
|
|
5,855
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||||
Earnings before provision for income taxes and discontinued operations
|
363,159
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|
324,091
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|
947,336
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865,300
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||||
Provision for income taxes
|
99,507
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|
90,761
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|
|
192,343
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|
|
240,405
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||||
Earnings from continuing operations
|
263,652
|
|
|
233,330
|
|
|
754,993
|
|
|
624,895
|
|
||||
Earnings from discontinued operations, net
|
5,462
|
|
|
7,716
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|
|
54,173
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|
|
26,315
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||||
Net earnings
|
$
|
269,114
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|
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$
|
241,046
|
|
|
$
|
809,166
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$
|
651,210
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||||||||
Earnings per share from continuing operations:
|
|
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||||||||
Basic
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$
|
1.55
|
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$
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1.28
|
|
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$
|
4.40
|
|
|
$
|
3.41
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Diluted
|
$
|
1.53
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|
|
$
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1.27
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$
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4.34
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$
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3.37
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||||||||
Earnings per share from discontinued operations:
|
|
|
|
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||||||||
Basic
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$
|
0.03
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|
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$
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0.04
|
|
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$
|
0.32
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|
|
$
|
0.14
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Diluted
|
$
|
0.03
|
|
|
$
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0.04
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|
|
$
|
0.31
|
|
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$
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0.14
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|
|
|
|
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||||||||
Net earnings per share:
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|
|
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||||||||
Basic
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$
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1.58
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$
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1.33
|
|
|
$
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4.71
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|
|
$
|
3.56
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Diluted
|
$
|
1.56
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|
|
$
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1.31
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|
|
$
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4.65
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$
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3.51
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|
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||||||||
Dividends paid per common share
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$
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0.375
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$
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0.35
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$
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1.075
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$
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0.98
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Three Months Ended September 30,
|
|
Nine Months Ended September 30,
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||||||||||||
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2013
|
|
2012
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2013
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|
2012
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||||||||
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||||||||
Net earnings
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$
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269,114
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|
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$
|
241,046
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|
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$
|
809,166
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$
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651,210
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|
|
|
|
|
|
|
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||||||||
Other comprehensive earnings (loss), net of tax
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||||||||
Foreign currency translation adjustments:
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||||||||
Foreign currency translation gains during period
|
61,800
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|
82,802
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|
|
19,605
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|
|
33,919
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||||
Reclassification of foreign currency translation losses to earnings upon sale of subsidiaries
|
—
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|
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—
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|
|
2,905
|
|
|
—
|
|
||||
Total foreign currency translation
|
61,800
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|
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82,802
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|
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22,510
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33,919
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||||
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|
|
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||||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
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||||||||
Actuarial gains (losses) arising during period
|
80,455
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|
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—
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80,455
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(3,953
|
)
|
||||
Prior service cost arising during period
|
(121
|
)
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—
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(121
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)
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(307
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)
|
||||
Amortization of actuarial losses included in net periodic pension cost
|
2,737
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|
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6,647
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10,491
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|
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6,647
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|
||||
Amortization of prior service costs included in net periodic pension cost
|
1,436
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3,928
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|
|
4,286
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|
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3,928
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|
||||
Total pension and other postretirement benefit plans
|
84,507
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10,575
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95,111
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6,315
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||||
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||||||||
Changes in fair value of cash flow hedges:
|
|
|
|
|
|
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||||||||
Unrealized net gains arising during period
|
106
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|
|
164
|
|
|
200
|
|
|
380
|
|
||||
Net (gains) losses reclassified into earnings
|
(401
|
)
|
|
30
|
|
|
(313
|
)
|
|
59
|
|
||||
Total cash flow hedges
|
(295
|
)
|
|
194
|
|
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(113
|
)
|
|
439
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|
||||
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|
|
|
|
|
|
|
||||||||
Other
|
115
|
|
|
(290
|
)
|
|
280
|
|
|
263
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive earnings
|
146,127
|
|
|
93,281
|
|
|
117,788
|
|
|
40,936
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive earnings
|
$
|
415,241
|
|
|
$
|
334,327
|
|
|
$
|
926,954
|
|
|
$
|
692,146
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
739,824
|
|
|
$
|
800,076
|
|
Receivables, net of allowances of $20,552 and $20,392
|
1,437,513
|
|
|
1,225,898
|
|
||
Inventories, net
|
949,618
|
|
|
872,841
|
|
||
Prepaid and other current assets
|
69,857
|
|
|
79,094
|
|
||
Deferred tax assets
|
66,358
|
|
|
49,935
|
|
||
Total current assets
|
3,263,170
|
|
|
3,027,844
|
|
||
Property, plant and equipment, net
|
1,148,784
|
|
|
1,167,052
|
|
||
Goodwill
|
4,158,710
|
|
|
4,114,650
|
|
||
Intangible assets, net
|
1,552,751
|
|
|
1,625,420
|
|
||
Other assets and deferred charges
|
166,215
|
|
|
111,432
|
|
||
Assets of discontinued operations
|
375,500
|
|
|
397,545
|
|
||
Total assets
|
$
|
10,665,130
|
|
|
$
|
10,443,943
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Notes payable and current maturities of long-term debt
|
$
|
672,135
|
|
|
$
|
610,766
|
|
Accounts payable
|
677,994
|
|
|
651,358
|
|
||
Accrued compensation and employee benefits
|
302,684
|
|
|
334,634
|
|
||
Accrued insurance
|
106,879
|
|
|
103,318
|
|
||
Other accrued expenses
|
250,043
|
|
|
255,632
|
|
||
Federal and other taxes on income
|
8,802
|
|
|
30,920
|
|
||
Total current liabilities
|
2,018,537
|
|
|
1,986,628
|
|
||
Long-term debt
|
2,190,156
|
|
|
2,189,350
|
|
||
Deferred income taxes
|
519,347
|
|
|
462,244
|
|
||
Other liabilities
|
519,235
|
|
|
677,533
|
|
||
Liabilities of discontinued operations
|
133,430
|
|
|
208,958
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
Total stockholders' equity
|
5,284,425
|
|
|
4,919,230
|
|
||
Total liabilities and stockholders' equity
|
$
|
10,665,130
|
|
|
$
|
10,443,943
|
|
|
Common Stock $1 Par Value
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive (Loss) Earnings
|
|
Treasury Stock
|
|
Total Stockholders' Equity
|
||||||||||||
Balance at December 31, 2012
|
$
|
254,119
|
|
|
$
|
834,677
|
|
|
$
|
7,199,227
|
|
|
$
|
(54,906
|
)
|
|
$
|
(3,313,887
|
)
|
|
$
|
4,919,230
|
|
Net earnings
|
—
|
|
|
—
|
|
|
809,166
|
|
|
—
|
|
|
—
|
|
|
809,166
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
(184,111
|
)
|
|
—
|
|
|
—
|
|
|
(184,111
|
)
|
||||||
Common stock issued for the exercise of stock options and SARs
|
1,098
|
|
|
(17,005
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,907
|
)
|
||||||
Tax benefit from the exercise of stock options and SARs
|
—
|
|
|
22,737
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,737
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
23,384
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,384
|
|
||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(407,862
|
)
|
|
(407,862
|
)
|
||||||
Other comprehensive earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
117,788
|
|
|
—
|
|
|
117,788
|
|
||||||
Balance at September 30, 2013
|
$
|
255,217
|
|
|
$
|
863,793
|
|
|
$
|
7,824,282
|
|
|
$
|
62,882
|
|
|
$
|
(3,721,749
|
)
|
|
$
|
5,284,425
|
|
|
Nine Months Ended September 30,
|
||||||
|
2013
|
|
2012
|
||||
Operating Activities of Continuing Operations
|
|
|
|
||||
Net earnings
|
$
|
809,166
|
|
|
$
|
651,210
|
|
|
|
|
|
||||
Adjustments to reconcile net earnings to cash from operating activities:
|
|
|
|
||||
Earnings from discontinued operations, net
|
(54,173
|
)
|
|
(26,315
|
)
|
||
Depreciation and amortization
|
313,565
|
|
|
261,160
|
|
||
Stock-based compensation
|
23,384
|
|
|
23,589
|
|
||
(Gain) loss on sale of assets
|
(5,668
|
)
|
|
714
|
|
||
Cash effect of changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(193,586
|
)
|
|
(172,924
|
)
|
||
Inventories
|
(71,131
|
)
|
|
(71,589
|
)
|
||
Prepaid expenses and other assets
|
(4,282
|
)
|
|
(6,833
|
)
|
||
Accounts payable
|
32,175
|
|
|
32,087
|
|
||
Accrued compensation and employee benefits
|
(37,178
|
)
|
|
24,315
|
|
||
Accrued expenses and other liabilities
|
(6,166
|
)
|
|
(12,747
|
)
|
||
Contributions to domestic employee benefit plans
|
(9,000
|
)
|
|
(13,790
|
)
|
||
Accrued and deferred taxes, net
|
(79,239
|
)
|
|
8,748
|
|
||
Other, net
|
5,193
|
|
|
(7,124
|
)
|
||
Net cash provided by operating activities of continuing operations
|
723,060
|
|
|
690,501
|
|
||
|
|
|
|
||||
Investing Activities of Continuing Operations
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(157,475
|
)
|
|
(208,849
|
)
|
||
Acquisitions (net of cash and cash equivalents acquired)
|
(118,990
|
)
|
|
(354,270
|
)
|
||
Proceeds from the sale of property, plant and equipment
|
13,376
|
|
|
10,792
|
|
||
Proceeds from the sale of businesses
|
3,756
|
|
|
—
|
|
||
Increase in restricted cash
|
—
|
|
|
(9,911
|
)
|
||
Other
|
(3,207
|
)
|
|
(5,000
|
)
|
||
Net cash used in investing activities of continuing operations
|
(262,540
|
)
|
|
(567,238
|
)
|
||
|
|
|
|
||||
Financing Activities of Continuing Operations
|
|
|
|
|
|
||
Purchase of common stock
|
(407,862
|
)
|
|
(393,487
|
)
|
||
Net proceeds from exercise of stock options and SARs, including tax benefits
|
6,830
|
|
|
37,973
|
|
||
Dividends paid to stockholders
|
(184,111
|
)
|
|
(179,133
|
)
|
||
Change in commercial paper and notes payable, net
|
61,308
|
|
|
—
|
|
||
Reduction of long-term debt
|
—
|
|
|
(599
|
)
|
||
Net cash used in financing activities of continuing operations
|
(523,835
|
)
|
|
(535,246
|
)
|
||
|
|
|
|
||||
Cash Flows from Discontinued Operations
|
|
|
|
|
|
||
Net cash used in operating activities of discontinued operations
|
8,496
|
|
|
(2,203
|
)
|
||
Net cash used in investing activities of discontinued operations
|
(4,518
|
)
|
|
(5,615
|
)
|
||
Net cash provided by (used in) discontinued operations
|
3,978
|
|
|
(7,818
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(915
|
)
|
|
7,145
|
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(60,252
|
)
|
|
(412,656
|
)
|
||
Cash and cash equivalents at beginning of period
|
800,076
|
|
|
1,206,755
|
|
||
Cash and cash equivalents at end of period
|
$
|
739,824
|
|
|
$
|
794,099
|
|
2013 Acquisitions
|
|
|
||
Date
|
Type
|
Company / Product Line Acquired
|
Location (Near)
|
Segment
|
May 2
|
Stock
|
Ebsray Pumps
|
Brookvale, Australia
|
Engineered Systems
|
Manufacturer of rotary pumps in vane, regenerative turbine, and internal gear technologies.
|
||||
|
|
|
|
|
May 7
|
Asset
|
The Curotto-Can, Inc.
|
Sonoma, California
|
Engineered Systems
|
Manufacturer of automated front loaders for use in the waste collection industry.
|
||||
|
|
|
|
|
May 21
|
Asset
|
Klaus Enterprise, Ltd.
|
Alberta, Canada
|
Energy
|
Manufacturer of valves and gas compressor components that specializes in replacing parts designed to optimize the efficiency and reliability of reciprocating compressors.
|
||||
|
|
|
|
|
May 30
|
Asset
|
Source Technologies
|
Charlotte, North Carolina
|
Printing & Identification
|
Manufacturer of printing devices and software, specializing in thermal stationary barcode printers.
|
||||
|
|
|
|
|
July 1
|
Asset
|
RSI Systems
|
Frederick, Maryland
|
Printing & Identification
|
Manufacturer of thermal ink jet applications ranging from packaging line coding and marking to high-speed product identification, authentication, and tracking systems for serialization.
|
||||
|
|
|
|
|
September 19
|
Stock
|
SPIRIT Global Energy Solutions
|
Midland, Texas
|
Energy
|
Manufacturer of artificial lift tools and technology for oil and gas producers.
|
Current assets, net of cash acquired
|
$
|
30,191
|
|
Property, plant and equipment
|
8,555
|
|
|
Goodwill
|
48,879
|
|
|
Intangible assets
|
53,442
|
|
|
Other non-current assets
|
1,082
|
|
|
Current liabilities
|
(11,532
|
)
|
|
Non-current liabilities
|
(11,627
|
)
|
|
Net assets acquired
|
$
|
118,990
|
|
|
Amount allocated
|
|
Useful life (in years)
|
||
Goodwill - Tax deductible
|
$
|
18,135
|
|
|
na
|
Goodwill - Non deductible
|
30,744
|
|
|
na
|
|
Customer intangibles
|
41,555
|
|
|
11
|
|
Trademarks
|
2,896
|
|
|
11
|
|
Patents
|
7,760
|
|
|
11
|
|
Other intangibles
|
1,231
|
|
|
2
|
|
|
$
|
102,321
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenue
|
$
|
106,974
|
|
|
$
|
111,174
|
|
|
$
|
309,900
|
|
|
$
|
338,337
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) gain on sale and impairments, net of tax
|
—
|
|
|
(634
|
)
|
|
(18,668
|
)
|
|
1,226
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings from operations before taxes
|
7,531
|
|
|
11,531
|
|
|
26,108
|
|
|
29,693
|
|
||||
Benefit from (provision for) income taxes
|
(2,069
|
)
|
|
(3,181
|
)
|
|
46,733
|
|
|
(4,604
|
)
|
||||
Earnings from operations, net of tax
|
5,462
|
|
|
8,350
|
|
|
72,841
|
|
|
25,089
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings from discontinued operations, net of tax
|
$
|
5,462
|
|
|
$
|
7,716
|
|
|
$
|
54,173
|
|
|
$
|
26,315
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Assets of Discontinued Operations
|
|
|
|
||||
Accounts receivable
|
$
|
78,272
|
|
|
$
|
63,229
|
|
Inventories, net
|
54,170
|
|
|
51,252
|
|
||
Prepaid and other current assets
|
15,348
|
|
|
10,263
|
|
||
Total current assets
|
147,790
|
|
|
124,744
|
|
||
Property, plant and equipment, net
|
35,778
|
|
|
31,935
|
|
||
Goodwill and intangible assets, net
|
186,597
|
|
|
238,657
|
|
||
Other assets and deferred charges
|
5,335
|
|
|
2,209
|
|
||
Total assets
|
$
|
375,500
|
|
|
$
|
397,545
|
|
|
|
|
|
||||
Liabilities of Discontinued Operations
|
|
|
|
|
|
||
Accounts payable
|
$
|
28,822
|
|
|
$
|
22,613
|
|
Other current liabilities
|
35,037
|
|
|
34,592
|
|
||
Total current liabilities
|
63,859
|
|
|
57,205
|
|
||
Deferred income taxes
|
27,898
|
|
|
64,853
|
|
||
Other liabilities
|
41,673
|
|
|
86,900
|
|
||
Total liabilities
|
$
|
133,430
|
|
|
$
|
208,958
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Raw materials
|
$
|
426,649
|
|
|
$
|
386,119
|
|
Work in progress
|
190,235
|
|
|
182,060
|
|
||
Finished goods
|
487,192
|
|
|
453,497
|
|
||
Subtotal
|
1,104,076
|
|
|
1,021,676
|
|
||
Less reserves
|
(154,458
|
)
|
|
(148,835
|
)
|
||
Total
|
$
|
949,618
|
|
|
$
|
872,841
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Land
|
$
|
65,587
|
|
|
$
|
70,079
|
|
Buildings and improvements
|
603,962
|
|
|
605,448
|
|
||
Machinery, equipment and other
|
2,337,126
|
|
|
2,231,721
|
|
||
|
3,006,675
|
|
|
2,907,248
|
|
||
Less accumulated depreciation
|
(1,857,891
|
)
|
|
(1,740,196
|
)
|
||
Total
|
$
|
1,148,784
|
|
|
$
|
1,167,052
|
|
|
Communication Technologies
|
|
Energy
|
|
Engineered Systems
|
|
Printing & Identification
|
|
Total
|
||||||||||
Balance at December 31, 2012
|
$
|
1,204,295
|
|
|
$
|
760,637
|
|
|
$
|
1,403,381
|
|
|
$
|
746,337
|
|
|
$
|
4,114,650
|
|
Acquisitions
|
—
|
|
|
24,774
|
|
|
19,032
|
|
|
5,073
|
|
|
48,879
|
|
|||||
Purchase price adjustments
|
—
|
|
|
(2,277
|
)
|
|
(9,146
|
)
|
|
—
|
|
|
(11,423
|
)
|
|||||
Foreign currency translation
|
9,026
|
|
|
(3,528
|
)
|
|
757
|
|
|
349
|
|
|
6,604
|
|
|||||
Balance at September 30, 2013
|
$
|
1,213,321
|
|
|
$
|
779,606
|
|
|
$
|
1,414,024
|
|
|
$
|
751,759
|
|
|
$
|
4,158,710
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
127,336
|
|
|
$
|
33,055
|
|
|
$
|
124,129
|
|
|
$
|
25,364
|
|
Patents
|
194,469
|
|
|
116,509
|
|
|
180,427
|
|
|
105,369
|
|
||||
Customer Intangibles
|
1,635,546
|
|
|
577,602
|
|
|
1,585,041
|
|
|
474,309
|
|
||||
Unpatented Technologies
|
146,070
|
|
|
97,835
|
|
|
146,025
|
|
|
85,373
|
|
||||
Drawings & Manuals
|
34,362
|
|
|
10,564
|
|
|
34,120
|
|
|
8,035
|
|
||||
Distributor Relationships
|
72,514
|
|
|
34,498
|
|
|
72,514
|
|
|
31,650
|
|
||||
Other
|
31,933
|
|
|
21,293
|
|
|
32,221
|
|
|
20,815
|
|
||||
Total
|
2,242,230
|
|
|
891,356
|
|
|
2,174,477
|
|
|
750,915
|
|
||||
Unamortized intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
201,877
|
|
|
|
|
201,858
|
|
|
|
||||||
Total intangible assets, net
|
$
|
1,552,751
|
|
|
|
|
$
|
1,625,420
|
|
|
|
•
|
The Communication Technologies segment incurred restructuring charges of
$2,008
relating principally to a facility consolidation in its capacitor business and headcount reductions in connection with integration activities within its consumer electronics business.
|
•
|
The Energy segment recorded
$124
of restructuring charges relating to facility consolidations within the production sector undertaken to optimize cost structure.
|
•
|
The Engineered Systems segment incurred net restructuring charges of
$909
in connection with certain facility consolidations and optimizations and headcount reductions undertaken to optimize its cost structure.
|
•
|
The Printing & Identification segment incurred restructuring charges of
$1,541
relating to exit plans at targeted facilities, which included certain adjustments and offsets to previously recorded reserves.
|
|
Severance
|
|
Exit
|
|
Total
|
||||||
Balance at December 31, 2012
|
$
|
5,160
|
|
|
$
|
2,601
|
|
|
$
|
7,761
|
|
Restructuring charges
|
17,640
|
|
|
5,783
|
|
|
23,423
|
|
|||
Payments
|
(12,853
|
)
|
|
(5,446
|
)
|
|
(18,299
|
)
|
|||
Other, including foreign currency
|
(76
|
)
|
|
46
|
|
|
(30
|
)
|
|||
Balance at September 30, 2013
|
$
|
9,871
|
|
|
$
|
2,984
|
|
|
$
|
12,855
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Short-term
|
|
|
|
||||
Current portion of long-term debt
|
$
|
3,235
|
|
|
$
|
3,266
|
|
Commercial paper
|
668,900
|
|
|
607,500
|
|
||
|
$
|
672,135
|
|
|
$
|
610,766
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Long-term
|
|
|
|
||||
4.875% 10-year notes due October 15, 2015
|
$
|
299,589
|
|
|
$
|
299,441
|
|
5.45% 10-year notes due March 15, 2018
|
348,515
|
|
|
348,268
|
|
||
4.30% 10-year notes due March 1, 2021
|
449,806
|
|
|
449,787
|
|
||
6.60% 30-year notes due March 15, 2038
|
247,837
|
|
|
247,771
|
|
||
5.375% 30-year notes due March 1, 2041
|
345,631
|
|
|
345,511
|
|
||
6.65% 30-year debentures due June 1, 2028
|
199,474
|
|
|
199,448
|
|
||
5.375% 30-year debentures due October 15, 2035
|
296,486
|
|
|
296,367
|
|
||
Other
|
6,053
|
|
|
6,023
|
|
||
Total long-term debt
|
2,193,391
|
|
|
2,192,616
|
|
||
Less current installments
|
(3,235
|
)
|
|
(3,266
|
)
|
||
|
$
|
2,190,156
|
|
|
$
|
2,189,350
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Interest expense
|
$
|
31,004
|
|
|
$
|
31,099
|
|
|
$
|
92,917
|
|
|
$
|
94,210
|
|
Interest income
|
(767
|
)
|
|
(700
|
)
|
|
(2,156
|
)
|
|
(4,065
|
)
|
||||
Interest expense, net
|
$
|
30,237
|
|
|
$
|
30,399
|
|
|
$
|
90,761
|
|
|
$
|
90,145
|
|
|
Fair Value Asset (Liability)
|
|
|
||||||
|
September 30, 2013
|
|
December 31, 2012
|
|
Balance Sheet Caption
|
||||
Foreign currency forward / collar contracts
|
$
|
323
|
|
|
$
|
85
|
|
|
Prepaid / Other assets
|
Foreign currency forward / collar contracts
|
(208
|
)
|
|
(799
|
)
|
|
Other accrued expenses
|
||
Net investment hedge - cross currency swap
|
(22,750
|
)
|
|
(22,681
|
)
|
|
Other liabilities
|
|
September 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency cash flow hedges
|
$
|
—
|
|
|
$
|
323
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency cash flow hedges
|
—
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
799
|
|
|
—
|
|
||||||
Net investment hedge derivative
|
—
|
|
|
22,750
|
|
|
—
|
|
|
—
|
|
|
22,681
|
|
|
—
|
|
|
SARs
|
|
Performance Shares
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Risk-free interest rate
|
1.39
|
%
|
|
1.05
|
%
|
|
0.40
|
%
|
|
0.37
|
%
|
||||
Dividend yield
|
2.06
|
%
|
|
2.03
|
%
|
|
2.06
|
%
|
|
2.03
|
%
|
||||
Expected life (years)
|
7.1
|
|
|
5.7
|
|
|
2.9
|
|
|
2.9
|
|
||||
Volatility
|
33.78
|
%
|
|
36.41
|
%
|
|
30.36
|
%
|
|
34.10
|
%
|
||||
Grant price
|
$
|
71.86
|
|
|
$
|
65.38
|
|
|
n/a
|
|
|
n/a
|
|
||
Fair value at date of grant
|
$
|
20.62
|
|
|
$
|
18.51
|
|
|
$
|
80.47
|
|
|
$
|
71.98
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Pre-tax compensation expense
|
$
|
7,081
|
|
|
$
|
7,483
|
|
|
$
|
23,384
|
|
|
$
|
23,589
|
|
Tax benefit
|
(2,493
|
)
|
|
(2,643
|
)
|
|
(8,241
|
)
|
|
(8,330
|
)
|
||||
Total stock-based compensation expense, net of tax
|
$
|
4,588
|
|
|
$
|
4,840
|
|
|
$
|
15,143
|
|
|
$
|
15,259
|
|
|
2013
|
|
2012
|
||||
Beginning Balance, January 1
|
$
|
43,759
|
|
|
$
|
37,739
|
|
Provision for warranties
|
40,105
|
|
|
34,943
|
|
||
Settlements made
|
(37,327
|
)
|
|
(34,523
|
)
|
||
Other adjustments, including acquisitions and currency translation
|
(1,194
|
)
|
|
3,313
|
|
||
Ending balance, September 30
|
$
|
45,343
|
|
|
$
|
41,472
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
|
|
U.S. Plan
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||||||
Service Cost
|
$
|
4,088
|
|
|
$
|
3,602
|
|
|
$
|
1,471
|
|
|
$
|
1,079
|
|
|
$
|
13,290
|
|
|
$
|
10,804
|
|
|
$
|
4,387
|
|
|
$
|
3,147
|
|
Interest Cost
|
6,247
|
|
|
6,284
|
|
|
2,264
|
|
|
2,231
|
|
|
18,491
|
|
|
18,852
|
|
|
6,748
|
|
|
6,428
|
|
||||||||
Expected return on plan assets
|
(10,106
|
)
|
|
(9,744
|
)
|
|
(2,395
|
)
|
|
(2,022
|
)
|
|
(30,011
|
)
|
|
(29,234
|
)
|
|
(7,138
|
)
|
|
(5,810
|
)
|
||||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Prior service cost
|
256
|
|
|
260
|
|
|
28
|
|
|
30
|
|
|
769
|
|
|
786
|
|
|
85
|
|
|
89
|
|
||||||||
Recognized actuarial loss
|
3,771
|
|
|
3,378
|
|
|
373
|
|
|
130
|
|
|
14,741
|
|
|
10,136
|
|
|
1,112
|
|
|
371
|
|
||||||||
Transition obligation
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(36
|
)
|
||||||||
Settlement loss
|
—
|
|
|
—
|
|
|
353
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353
|
|
|
—
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
39
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
158
|
|
||||||||
Net periodic expense
|
$
|
4,256
|
|
|
$
|
3,780
|
|
|
$
|
2,130
|
|
|
$
|
1,491
|
|
|
$
|
17,280
|
|
|
$
|
11,344
|
|
|
$
|
5,655
|
|
|
$
|
4,347
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Service Cost
|
$
|
1,246
|
|
|
$
|
1,326
|
|
|
$
|
4,604
|
|
|
$
|
3,978
|
|
Interest Cost
|
1,633
|
|
|
1,979
|
|
|
5,180
|
|
|
5,937
|
|
||||
Amortization:
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
2,045
|
|
|
1,857
|
|
|
6,040
|
|
|
5,569
|
|
||||
Recognized actuarial loss
|
(32
|
)
|
|
33
|
|
|
52
|
|
|
103
|
|
||||
Settlement and curtailment gain
|
(4,411
|
)
|
|
—
|
|
|
(4,411
|
)
|
|
—
|
|
||||
Net periodic expense
|
$
|
481
|
|
|
$
|
5,195
|
|
|
$
|
11,465
|
|
|
$
|
15,587
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Service Cost
|
$
|
59
|
|
|
$
|
62
|
|
|
$
|
176
|
|
|
$
|
186
|
|
Interest Cost
|
130
|
|
|
149
|
|
|
392
|
|
|
445
|
|
||||
Amortization:
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
(104
|
)
|
|
(104
|
)
|
|
(312
|
)
|
|
(312
|
)
|
||||
Recognized actuarial loss (gain)
|
34
|
|
|
(5
|
)
|
|
102
|
|
|
(15
|
)
|
||||
Settlement gains
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,493
|
)
|
||||
Net periodic expense
|
$
|
119
|
|
|
$
|
102
|
|
|
$
|
358
|
|
|
$
|
(1,189
|
)
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
Foreign currency translation adjustments
|
$
|
60,802
|
|
|
$
|
998
|
|
|
$
|
61,800
|
|
|
$
|
82,694
|
|
|
$
|
108
|
|
|
$
|
82,802
|
|
Pension and other postretirement benefit plans
|
129,959
|
|
|
(45,452
|
)
|
|
84,507
|
|
|
16,268
|
|
|
(5,693
|
)
|
|
10,575
|
|
||||||
Changes in fair value of cash flow hedges
|
(453
|
)
|
|
158
|
|
|
(295
|
)
|
|
298
|
|
|
(104
|
)
|
|
194
|
|
||||||
Other
|
132
|
|
|
(17
|
)
|
|
115
|
|
|
(261
|
)
|
|
(29
|
)
|
|
(290
|
)
|
||||||
Total other comprehensive earnings (loss)
|
$
|
190,440
|
|
|
$
|
(44,313
|
)
|
|
$
|
146,127
|
|
|
$
|
98,999
|
|
|
$
|
(5,718
|
)
|
|
$
|
93,281
|
|
|
Nine Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
Foreign currency translation adjustments
|
$
|
22,510
|
|
|
$
|
—
|
|
|
$
|
22,510
|
|
|
$
|
34,181
|
|
|
$
|
(262
|
)
|
|
$
|
33,919
|
|
Pension and other postretirement benefit plans
|
146,170
|
|
|
(51,059
|
)
|
|
95,111
|
|
|
9,952
|
|
|
(3,637
|
)
|
|
6,315
|
|
||||||
Changes in fair value of cash flow hedges
|
(174
|
)
|
|
61
|
|
|
(113
|
)
|
|
675
|
|
|
(236
|
)
|
|
439
|
|
||||||
Other
|
319
|
|
|
(39
|
)
|
|
280
|
|
|
318
|
|
|
(55
|
)
|
|
263
|
|
||||||
Total other comprehensive earnings (loss)
|
$
|
168,825
|
|
|
$
|
(51,037
|
)
|
|
$
|
117,788
|
|
|
$
|
45,126
|
|
|
$
|
(4,190
|
)
|
|
$
|
40,936
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net earnings
|
$
|
269,114
|
|
|
$
|
241,046
|
|
|
$
|
809,166
|
|
|
$
|
651,210
|
|
Other comprehensive earnings
|
146,127
|
|
|
93,281
|
|
|
117,788
|
|
|
40,936
|
|
||||
Comprehensive earnings
|
$
|
415,241
|
|
|
$
|
334,327
|
|
|
$
|
926,954
|
|
|
$
|
692,146
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Pension & postretirement benefit plans: (1)
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial losses
|
$
|
4,143
|
|
|
$
|
10,225
|
|
|
$
|
15,997
|
|
|
$
|
10,225
|
|
Amortization of prior service costs
|
2,225
|
|
|
6,043
|
|
|
6,582
|
|
|
6,043
|
|
||||
Total before tax
|
6,368
|
|
|
16,268
|
|
|
22,579
|
|
|
16,268
|
|
||||
Tax provision
|
(2,195
|
)
|
|
(5,693
|
)
|
|
(7,802
|
)
|
|
(5,693
|
)
|
||||
Net of tax
|
$
|
4,173
|
|
|
$
|
10,575
|
|
|
$
|
14,777
|
|
|
$
|
10,575
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Net (gains) losses reclassified into earnings
|
$
|
(617
|
)
|
|
$
|
47
|
|
|
$
|
(481
|
)
|
|
$
|
91
|
|
Tax benefit
|
216
|
|
|
(17
|
)
|
|
168
|
|
|
(32
|
)
|
||||
Net of tax
|
$
|
(401
|
)
|
|
$
|
30
|
|
|
$
|
(313
|
)
|
|
$
|
59
|
|
(1)
|
In the third quarter of 2012, the Company began to reclassify the amortization of actuarial gains and losses and prior service costs from deferred compensation to accumulated other comprehensive income on a quarterly basis. Prior to that date, these amounts were reclassified on an annual basis.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
REVENUE:
|
|
|
|
|
|
|
|
||||||||
Communication Technologies
|
$
|
413,608
|
|
|
$
|
396,470
|
|
|
$
|
1,187,875
|
|
|
$
|
1,115,734
|
|
Energy
|
577,350
|
|
|
562,263
|
|
|
1,712,019
|
|
|
1,632,619
|
|
||||
Engineered Systems
|
1,004,955
|
|
|
892,121
|
|
|
2,876,783
|
|
|
2,600,368
|
|
||||
Printing & Identification
|
256,571
|
|
|
246,945
|
|
|
745,094
|
|
|
742,390
|
|
||||
Intra-segment eliminations
|
(135
|
)
|
|
(194
|
)
|
|
(1,086
|
)
|
|
(603
|
)
|
||||
Total consolidated revenue
|
$
|
2,252,349
|
|
|
$
|
2,097,605
|
|
|
$
|
6,520,685
|
|
|
$
|
6,090,508
|
|
|
|
|
|
|
|
|
|
||||||||
EARNINGS FROM CONTINUING OPERATIONS:
|
|
|
|
|
|
|
|
||||||||
Segment earnings:
|
|
|
|
|
|
|
|
|
|
||||||
Communication Technologies
|
$
|
76,076
|
|
|
$
|
63,706
|
|
|
$
|
172,073
|
|
|
$
|
160,584
|
|
Energy
|
145,494
|
|
|
139,038
|
|
|
417,965
|
|
|
405,089
|
|
||||
Engineered Systems
|
172,223
|
|
|
144,245
|
|
|
454,841
|
|
|
400,145
|
|
||||
Printing & Identification
|
42,881
|
|
|
39,502
|
|
|
108,600
|
|
|
94,509
|
|
||||
Total segments
|
436,674
|
|
|
386,491
|
|
|
1,153,479
|
|
|
1,060,327
|
|
||||
Corporate expense / other (1)
|
43,278
|
|
|
32,001
|
|
|
115,382
|
|
|
104,882
|
|
||||
Net interest expense
|
30,237
|
|
|
30,399
|
|
|
90,761
|
|
|
90,145
|
|
||||
Earnings from continuing operations before provision for income taxes and discontinued operations
|
363,159
|
|
|
324,091
|
|
|
947,336
|
|
|
865,300
|
|
||||
Provision for taxes
|
99,507
|
|
|
90,761
|
|
|
192,343
|
|
|
240,405
|
|
||||
Earnings from continuing operations
|
$
|
263,652
|
|
|
$
|
233,330
|
|
|
$
|
754,993
|
|
|
$
|
624,895
|
|
(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. Corporate expenses also include one-time transaction costs associated with the Knowles spin off of
$10,637
and
$13,959
for the three and
nine months
ended
September 30, 2013
, respectively, as well as a one-time pension curtailment gain of
$4,411
.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
September 30, 2013
|
|
September 30, 2013
|
||||
Shares repurchased in the open market
|
649,840
|
|
|
5,455,235
|
|
||
Shares repurchased from holders of employee stock options
|
—
|
|
|
5,951
|
|
||
Total shares repurchased
|
649,840
|
|
|
5,461,186
|
|
||
Average price paid per share
|
$
|
87.33
|
|
|
$
|
74.68
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Earnings from continuing operations
|
$
|
263,652
|
|
|
$
|
233,330
|
|
|
$
|
754,993
|
|
|
$
|
624,895
|
|
Earnings from discontinued operations, net
|
5,462
|
|
|
7,716
|
|
|
54,173
|
|
|
26,315
|
|
||||
Net earnings
|
$
|
269,114
|
|
|
$
|
241,046
|
|
|
$
|
809,166
|
|
|
$
|
651,210
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
1.55
|
|
|
$
|
1.28
|
|
|
$
|
4.40
|
|
|
$
|
3.41
|
|
Earnings from discontinued operations, net
|
$
|
0.03
|
|
|
$
|
0.04
|
|
|
$
|
0.32
|
|
|
$
|
0.14
|
|
Net earnings
|
$
|
1.58
|
|
|
$
|
1.33
|
|
|
$
|
4.71
|
|
|
$
|
3.56
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
170,544,000
|
|
|
181,763,000
|
|
|
171,690,000
|
|
|
183,000,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
1.53
|
|
|
$
|
1.27
|
|
|
$
|
4.34
|
|
|
$
|
3.37
|
|
Earnings from discontinued operations, net
|
$
|
0.03
|
|
|
$
|
0.04
|
|
|
$
|
0.31
|
|
|
$
|
0.14
|
|
Net earnings
|
$
|
1.56
|
|
|
$
|
1.31
|
|
|
$
|
4.65
|
|
|
$
|
3.51
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
172,734,000
|
|
|
183,932,000
|
|
|
173,870,000
|
|
|
185,489,000
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Weighted average shares outstanding - Basic
|
170,544,000
|
|
|
181,763,000
|
|
|
171,690,000
|
|
|
183,000,000
|
|
Dilutive effect of assumed exercise of employee stock options and SARs and vesting of performance shares
|
2,190,000
|
|
|
2,169,000
|
|
|
2,180,000
|
|
|
2,489,000
|
|
Weighted average shares outstanding - Diluted
|
172,734,000
|
|
|
183,932,000
|
|
|
173,870,000
|
|
|
185,489,000
|
|
|
Revenue
|
|
Segment Earnings
|
||||||||
|
Three Months Ended September 30,
|
|
Three Months Ended September 30,
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Communication Technologies
|
18.4
|
%
|
|
18.9
|
%
|
|
17.4
|
%
|
|
16.5
|
%
|
Energy
|
25.6
|
%
|
|
26.8
|
%
|
|
33.3
|
%
|
|
36.0
|
%
|
Engineered Systems
|
44.6
|
%
|
|
42.5
|
%
|
|
39.5
|
%
|
|
37.3
|
%
|
Printing & Identification
|
11.4
|
%
|
|
11.8
|
%
|
|
9.8
|
%
|
|
10.2
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
(dollars in thousands, except per share figures)
|
2013
|
|
2012
|
|
% Change
|
|
2013
|
|
2012
|
|
% Change
|
||||||||||
Revenue
|
$
|
2,252,349
|
|
|
$
|
2,097,605
|
|
|
7.4
|
%
|
|
$
|
6,520,685
|
|
|
$
|
6,090,508
|
|
|
7.1
|
%
|
Cost of goods and services
|
1,375,699
|
|
|
1,287,466
|
|
|
6.9
|
%
|
|
4,011,461
|
|
|
3,757,187
|
|
|
6.8
|
%
|
||||
Gross profit
|
876,650
|
|
|
810,139
|
|
|
8.2
|
%
|
|
2,509,224
|
|
|
2,333,321
|
|
|
7.5
|
%
|
||||
Gross profit margin
|
38.9
|
%
|
|
38.6
|
%
|
|
0.3
|
|
|
38.5
|
%
|
|
38.3
|
%
|
|
0.2
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling and administrative expenses
|
482,284
|
|
|
451,943
|
|
|
6.7
|
%
|
|
1,472,333
|
|
|
1,372,021
|
|
|
7.3
|
%
|
||||
Selling and administrative as a percent of revenue
|
21.4
|
%
|
|
21.5
|
%
|
|
(0.1
|
)
|
|
22.6
|
%
|
|
22.5
|
%
|
|
0.1
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
30,237
|
|
|
30,399
|
|
|
(0.5
|
)%
|
|
90,761
|
|
|
90,145
|
|
|
0.7
|
%
|
||||
Other expense (income), net
|
970
|
|
|
3,706
|
|
|
nm
|
|
(1,206
|
)
|
|
5,855
|
|
|
nm
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision for income taxes
|
99,507
|
|
|
90,761
|
|
|
9.6
|
%
|
|
192,343
|
|
|
240,405
|
|
|
(20.0
|
)%
|
||||
Effective tax rate
|
27.4
|
%
|
|
28.0
|
%
|
|
(0.6
|
)
|
|
20.3
|
%
|
|
27.8
|
%
|
|
(7.5
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations
|
263,652
|
|
|
233,330
|
|
|
13.0
|
%
|
|
754,993
|
|
|
624,895
|
|
|
20.8
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from discontinued operations, net
|
5,462
|
|
|
7,716
|
|
|
nm
|
|
54,173
|
|
|
26,315
|
|
|
nm
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations per common share - diluted
|
$
|
1.53
|
|
|
$
|
1.27
|
|
|
20.5
|
%
|
|
$
|
4.34
|
|
|
$
|
3.37
|
|
|
28.8
|
%
|
•
|
The Communication Technologies segment incurred restructuring charges of $2.0 million relating principally to a facility consolidation in its capacitor business and headcount reductions in connection with integration activities within its consumer electronics business.
|
•
|
The Energy segment recorded $0.1 million of restructuring charges relating to facility consolidations within the production sector undertaken to optimize cost structure.
|
•
|
The Engineered Systems segment incurred net restructuring charges of $0.9 million in connection with certain facility consolidations and optimizations and headcount reductions undertaken to optimize its cost structure.
|
•
|
The Printing & Identification segment incurred restructuring charges of approximately $1.6 million relating to exit plans at targeted facilities, which included certain adjustments and offsets to previously recorded reserves.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change
|
|
2013
|
|
2012
|
|
% Change
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer Electronics
|
|
$
|
207,898
|
|
|
$
|
195,902
|
|
|
6.1
|
%
|
|
$
|
577,016
|
|
|
$
|
512,449
|
|
|
12.6
|
%
|
Aerospace/Defense
|
|
103,334
|
|
|
103,464
|
|
|
(0.1
|
)%
|
|
308,886
|
|
|
310,400
|
|
|
(0.5
|
)%
|
||||
Medical Technology
|
|
62,058
|
|
|
59,036
|
|
|
5.1
|
%
|
|
184,982
|
|
|
178,595
|
|
|
3.6
|
%
|
||||
Telecom/Other
|
|
40,318
|
|
|
38,068
|
|
|
5.9
|
%
|
|
116,991
|
|
|
114,290
|
|
|
2.4
|
%
|
||||
Total
|
|
$
|
413,608
|
|
|
$
|
396,470
|
|
|
4.3
|
%
|
|
$
|
1,187,875
|
|
|
$
|
1,115,734
|
|
|
6.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment earnings
|
|
$
|
76,076
|
|
|
$
|
63,706
|
|
|
19.4
|
%
|
|
$
|
172,073
|
|
|
$
|
160,584
|
|
|
7.2
|
%
|
Operating margin
|
|
18.4
|
%
|
|
16.1
|
%
|
|
|
|
14.5
|
%
|
|
14.4
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment EBITDA
|
|
$
|
114,327
|
|
|
$
|
96,703
|
|
|
18.2
|
%
|
|
$
|
283,544
|
|
|
$
|
257,922
|
|
|
9.9
|
%
|
Segment EBITDA margin
|
|
27.6
|
%
|
|
24.4
|
%
|
|
|
|
23.9
|
%
|
|
23.1
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
$
|
38,251
|
|
|
$
|
32,997
|
|
|
15.9
|
%
|
|
$
|
111,471
|
|
|
$
|
97,338
|
|
|
14.5
|
%
|
Bookings
|
|
423,662
|
|
|
411,005
|
|
|
3.1
|
%
|
|
1,225,077
|
|
|
1,145,354
|
|
|
7.0
|
%
|
||||
Backlog
|
|
|
|
|
|
|
|
492,583
|
|
|
491,041
|
|
|
0.3
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Components of revenue growth:
|
|
|
|
|
|
|
|
Q3 2013 vs. Q3 2012
|
|
|
|
|
|
YTD 2013 vs. 2012
|
||||||||
Organic growth
|
|
|
|
|
|
|
|
3.8
|
%
|
|
|
|
|
|
6.3
|
%
|
||||||
Acquisitions
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
—
|
%
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
0.5
|
%
|
|
|
|
|
|
0.2
|
%
|
||||||
|
|
|
|
|
|
|
|
4.3
|
%
|
|
|
|
|
|
6.5
|
%
|
•
|
Our revenue in the consumer electronics market (representing 50.3% of 2013 third quarter segment revenue) increased $12.0 million, or 6.1%, due to strong demand for components, especially microphones, driven by a significant new product release by a major OEM customer serving the smart phone market. The increase in revenue over the prior year quarter was partially offset by market share losses for two key handset OEM customers serving the smart phone market, as well as the delays related to product launch timing and specification changes. Overall, we expect continued year-over-year revenue growth through the remainder of the year for our acoustic products serving the consumer electronics market, though reduced from our prior expectations.
|
•
|
Revenue derived from our aerospace/defense market (25.0% of 2013 third quarter segment revenue) decreased by $0.1 million mainly due to weakness in the domestic defense market resulting from governmental funding uncertainties, offset in part by the continued increase in build rates of commercial aircraft driving demand in the aerospace market.
|
•
|
Our medical technology revenue (15.0% of 2013 third quarter segment revenue) increased by $3.0 million, or 5.1%, due to solid demand for medical coupling and connector products and marginally stronger hearing health activity. Demand from key hearing health customers was slow through much of the third quarter but accelerated towards the end of the quarter.
|
•
|
Revenue derived from our telecom/other market in the third quarter of 2013 (9.7% of 2013 third quarter segment revenue) increased by $2.3 million, or 5.9%, due to higher demand from telecom customers serving the anticipated build-out of wireless infrastructure in China, coupled with improved demand for coupling and connector products serving the industrial markets.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change
|
|
2013
|
|
2012
|
|
% Change
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Drilling
|
|
$
|
109,008
|
|
|
$
|
97,001
|
|
|
12.4
|
%
|
|
$
|
321,528
|
|
|
$
|
316,914
|
|
|
1.5
|
%
|
Production
|
|
307,114
|
|
|
314,372
|
|
|
(2.3
|
)%
|
|
924,965
|
|
|
882,057
|
|
|
4.9
|
%
|
||||
Downstream
|
|
161,228
|
|
|
150,890
|
|
|
6.9
|
%
|
|
465,526
|
|
|
433,648
|
|
|
7.4
|
%
|
||||
Total
|
|
$
|
577,350
|
|
|
$
|
562,263
|
|
|
2.7
|
%
|
|
$
|
1,712,019
|
|
|
$
|
1,632,619
|
|
|
4.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment earnings
|
|
$
|
145,494
|
|
|
$
|
139,038
|
|
|
4.6
|
%
|
|
$
|
417,965
|
|
|
$
|
405,089
|
|
|
3.2
|
%
|
Operating margin
|
|
25.2
|
%
|
|
24.7
|
%
|
|
|
|
24.4
|
%
|
|
24.8
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment EBITDA
|
|
172,043
|
|
|
163,677
|
|
|
5.1
|
%
|
|
$
|
497,411
|
|
|
$
|
474,445
|
|
|
4.8
|
%
|
||
Segment EBITDA margin
|
|
29.8
|
%
|
|
29.1
|
%
|
|
|
|
29.1
|
%
|
|
29.1
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
$
|
26,549
|
|
|
$
|
24,639
|
|
|
7.8
|
%
|
|
$
|
79,446
|
|
|
$
|
69,356
|
|
|
14.5
|
%
|
Bookings
|
|
595,421
|
|
|
526,824
|
|
|
13.0
|
%
|
|
1,741,673
|
|
|
1,642,951
|
|
|
6.0
|
%
|
||||
Backlog
|
|
|
|
|
|
|
|
274,243
|
|
|
248,233
|
|
|
10.5
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Components of revenue growth:
|
|
|
|
|
|
Q3 2013 vs. Q3 2012
|
|
|
|
|
|
YTD 2013 vs. 2012
|
||||||||||
Organic growth
|
|
|
|
|
|
2.5
|
%
|
|
|
|
|
|
2.4
|
%
|
||||||||
Acquisitions
|
|
|
|
|
|
1.1
|
%
|
|
|
|
|
|
3.0
|
%
|
||||||||
Foreign currency translation
|
|
|
|
|
|
(0.9
|
)%
|
|
|
|
|
|
(0.5
|
)%
|
||||||||
|
|
|
|
|
|
2.7
|
%
|
|
|
|
|
|
4.9
|
%
|
•
|
Production revenue (representing 53.2% of 2013 third quarter segment revenue) decreased 2.3%. The decline resulted
from softer demand for winch products (a $13.9 million decrease), especially in the military markets, timing of shipments and softer U.S. activity. T
he decrease in revenue quarter over quarter was partially offset by increased demand for artificial lift products.
|
•
|
Downstream revenue (representing 27.9% of 2013 third quarter segment revenue) increased 6.9% due to stronger demand for fuel delivery systems and loading equipment for the transportation and chemical/industrial markets.
|
•
|
Drilling revenue (representing 18.9% of 2013 third quarter segment revenue) increased 12.4% compared to the prior year quarter due to market share gains and expansion in international growth, especially within China.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change
|
|
2013
|
|
2012
|
|
% Change
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Refrigeration & Industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Refrigeration & Food Equipment
|
|
$
|
459,003
|
|
|
$
|
362,562
|
|
|
26.6
|
%
|
|
$
|
1,281,082
|
|
|
$
|
1,060,856
|
|
|
20.8
|
%
|
Other Industrial
|
|
319,333
|
|
|
311,554
|
|
|
2.5
|
%
|
|
938,944
|
|
|
929,974
|
|
|
1.0
|
%
|
||||
|
|
778,336
|
|
|
674,116
|
|
|
15.5
|
%
|
|
2,220,026
|
|
|
1,990,830
|
|
|
11.5
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fluid Solutions Platform
|
|
227,104
|
|
|
218,324
|
|
|
4.0
|
%
|
|
657,977
|
|
|
610,662
|
|
|
7.7
|
%
|
||||
Eliminations
|
|
(485
|
)
|
|
(319
|
)
|
|
|
|
(1,220
|
)
|
|
(1,124
|
)
|
|
|
||||||
|
|
$
|
1,004,955
|
|
|
$
|
892,121
|
|
|
12.6
|
%
|
|
$
|
2,876,783
|
|
|
$
|
2,600,368
|
|
|
10.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment earnings
|
|
$
|
172,223
|
|
|
$
|
144,245
|
|
|
19.4
|
%
|
|
$
|
454,841
|
|
|
$
|
400,145
|
|
|
13.7
|
%
|
Operating margin
|
|
17.1
|
%
|
|
16.2
|
%
|
|
|
|
15.8
|
%
|
|
15.4
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment EBITDA
|
|
205,184
|
|
|
167,305
|
|
|
22.6
|
%
|
|
$
|
551,635
|
|
|
$
|
466,700
|
|
|
18.2
|
%
|
||
Segment EBITDA margin
|
|
20.4
|
%
|
|
18.8
|
%
|
|
|
|
19.2
|
%
|
|
17.9
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
$
|
32,961
|
|
|
$
|
23,060
|
|
|
42.9
|
%
|
|
$
|
96,794
|
|
|
$
|
66,555
|
|
|
45.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bookings
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Refrigeration & Industrial
|
|
$
|
662,464
|
|
|
$
|
600,065
|
|
|
10.4
|
%
|
|
$
|
2,202,394
|
|
|
$
|
1,978,199
|
|
|
11.3
|
%
|
Fluid Solutions
|
|
222,402
|
|
|
197,767
|
|
|
12.5
|
%
|
|
659,525
|
|
|
586,617
|
|
|
12.4
|
%
|
||||
Eliminations
|
|
(372
|
)
|
|
(258
|
)
|
|
|
|
(1,177
|
)
|
|
(1,042
|
)
|
|
|
||||||
|
|
$
|
884,494
|
|
|
$
|
797,574
|
|
|
10.9
|
%
|
|
$
|
2,860,742
|
|
|
$
|
2,563,774
|
|
|
11.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Backlog
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Refrigeration & Industrial
|
|
|
|
|
|
|
|
$
|
482,069
|
|
|
$
|
515,285
|
|
|
(6.4
|
)%
|
|||||
Fluid Solutions
|
|
|
|
|
|
|
|
182,557
|
|
|
156,191
|
|
|
16.9
|
%
|
|||||||
Eliminations
|
|
|
|
|
|
|
|
(113
|
)
|
|
(94
|
)
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
$
|
664,513
|
|
|
$
|
671,382
|
|
|
(1.0
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Components of revenue growth:
|
|
|
|
|
|
Q3 2013 vs. Q3 2012
|
|
|
|
|
|
YTD 2013 vs. 2012
|
||||||||||
Organic growth
|
|
|
|
|
|
2.8
|
%
|
|
|
|
|
|
0.9
|
%
|
||||||||
Acquisitions
|
|
|
|
|
|
8.8
|
%
|
|
|
|
|
|
9.3
|
%
|
||||||||
Foreign currency translation
|
|
|
|
|
|
1.0
|
%
|
|
|
|
|
|
0.4
|
%
|
||||||||
|
|
|
|
|
|
12.6
|
%
|
|
|
|
|
|
10.6
|
%
|
•
|
Revenue from our Refrigeration and Industrial platform, which serves our refrigeration and food equipment, waste and recycling, and other industrial end-markets, increased $104.2 million, or 15.5%.
|
•
|
Revenue from refrigeration and food equipment (representing 45.6% of 2013 third quarter segment revenue) increased 26.6% over the comparable prior year quarter. Recent acquisitions, increased demand for refrigeration equipment and increased demand for beverage can-making equipment drove the revenue increase as compared to the prior year quarter.
|
•
|
Performance by our businesses serving the waste and recycling and other industrial markets (representing 31.8% of 2013 third quarter segment revenue) increased 2.5% over the comparable prior year quarter, driven by the impact of a recent acquisition, higher demand for waste equipment for large regional haulers, and increased demand in markets serving vehicle service businesses, partially offset by lower demand for equipment serving the mining, utilities, military, and industrial automation machinery sectors.
|
•
|
Revenue for our Fluid Solutions platform (representing 22.6% of 2013 third quarter segment revenue) increased 4.0% reflecting the favorable impact of a recent acquisition and increased shipments on a specific project in the pump market.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|||||||||||||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change
|
|
2013
|
|
2012
|
|
% Change
|
|||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Fast Moving Consumer Goods
|
|
$
|
152,423
|
|
|
$
|
145,639
|
|
|
4.7
|
%
|
|
$
|
446,919
|
|
|
$
|
436,284
|
|
|
2.4
|
%
|
|
Industrial
|
|
104,148
|
|
|
101,306
|
|
|
2.8
|
%
|
|
298,175
|
|
|
306,106
|
|
|
(2.6
|
)%
|
|||||
Total
|
|
$
|
256,571
|
|
|
$
|
246,945
|
|
|
3.9
|
%
|
|
$
|
745,094
|
|
|
$
|
742,390
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Segment earnings
|
|
$
|
42,881
|
|
|
$
|
39,502
|
|
|
8.6
|
%
|
|
$
|
108,600
|
|
|
$
|
94,509
|
|
|
14.9
|
%
|
|
Operating margin
|
|
16.7
|
%
|
|
16.0
|
%
|
|
|
|
14.6
|
%
|
|
12.7
|
%
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Segment EBITDA
|
|
50,582
|
|
|
48,279
|
|
|
4.8
|
%
|
|
$
|
131,537
|
|
|
$
|
120,113
|
|
|
9.5
|
%
|
|||
Segment EBITDA margin
|
|
19.7
|
%
|
|
19.6
|
%
|
|
|
|
17.7
|
%
|
|
16.2
|
%
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation and amortization
|
|
$
|
7,701
|
|
|
$
|
8,777
|
|
|
(12.3
|
)%
|
|
$
|
22,937
|
|
|
$
|
25,604
|
|
|
(10.4
|
)%
|
|
Bookings
|
|
256,211
|
|
|
244,611
|
|
|
4.7
|
%
|
|
752,710
|
|
|
746,117
|
|
|
0.9
|
%
|
|||||
Backlog
|
|
|
|
|
—
|
|
|
|
105,699
|
|
|
98,356
|
|
|
7.5
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Components of revenue growth:
|
|
|
|
|
|
Q3 2013 vs. Q3 2012
|
|
|
|
|
|
YTD 2013 vs. 2012
|
|||||||||||
Organic growth
|
|
|
|
|
|
2.9
|
%
|
|
|
|
|
|
0.4
|
%
|
|||||||||
Acquisitions
|
|
|
|
|
|
0.4
|
%
|
|
|
|
|
|
0.1
|
%
|
|||||||||
Foreign currency translation
|
|
|
|
|
|
0.6
|
%
|
|
|
|
|
|
(0.1
|
)%
|
|||||||||
|
|
|
|
|
|
3.9
|
%
|
|
|
|
|
|
0.4
|
%
|
•
|
FMCG revenue (representing 59.4% of 2013 third quarter segment revenue) grew $6.8 million, or 4.7% quarter over quarter. Revenue growth was favorably impacted by market improvements in Europe and developing markets.
|
•
|
Industrial revenue (40.6% of 2013 third quarter segment revenue) increased $2.8 million, or 2.8%, compared with the prior year quarter due to strength in our industrial market and coding and industrial dispensing businesses, which more than offset the continued softness in the bar code printing business.
|
|
Nine Months Ended September 30,
|
||||||
Cash Flows from Continuing Operations
(in thousands)
|
2013
|
|
2012
|
||||
Net Cash Flows Provided By (Used In):
|
|
|
|
||||
Operating activities
|
$
|
723,060
|
|
|
$
|
690,501
|
|
Investing activities
|
(262,540
|
)
|
|
(567,238
|
)
|
||
Financing activities
|
(523,835
|
)
|
|
(535,246
|
)
|
•
|
Acquisitions.
During
2013
, we deployed
$119.0 million
to acquire several businesses across our segments. In the prior year, we used $399.3 million to acquire three businesses, including $282 million for Maag Pump Systems, a European acquisition for our fluid solutions platform within our Engineered Systems segment. Cash paid for acquisitions of $354.3 million in 2012 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. We also had restricted cash of $10.8 million in the prior year period as cash collateral to secure Maag's outstanding bank guarantees at the date of acquisition.
|
•
|
Capital spending.
Our capital expenditures
decreased
$51.4 million
for the first nine months of 2013 as compared to the same period in the prior year. The prior year reflected capacity expansions within our high-growth businesses to support initiatives in the handset market, as well as the energy and fluid solutions end markets. We expect full-year
2013
capital expenditures to approximate 3.0% of revenue.
|
•
|
Treasury purchases.
In November 2012, Dover's Board of Directors approved an additional $1.0 billion stock repurchase program to drive additional shareholder value. We used $407.9 million to repurchase common stock in the 2013 period, $14.4 million more than was used in the comparable period of 2012. As of September 30, 2013, the dollar amount still available for repurchase under the November 2012 share repurchase program was $342.6 million.
|
•
|
Notes payable and long-term debt.
During the nine months ended 2013, we issued commercial paper approximating $1,137.0 million, of which approximately $1,076.0 million was paid during the period, resulting in net activity of approximately $61.0 million. The Company generally uses commercial paper borrowings for general corporate purposes, as well as the funding of acquisitions and the repurchase of its common stock. The long-term debt account has remained relatively stable in the current and prior periods.
|
•
|
Proceeds from the exercise of stock options.
We received $31.1 million less in proceeds from employee exercises of stock options in the 2013 period as compared to 2012.
|
•
|
Dividend payments.
We paid $5.0 million more in dividends to common shareholders in current year period as compared to the prior year period.
|
|
Nine Months Ended September 30,
|
||||||
Free Cash Flow
(dollars in thousands)
|
2013
|
|
2012
|
||||
Cash flow provided by operating activities
|
$
|
723,060
|
|
|
$
|
690,501
|
|
Less: Capital expenditures
|
(157,475
|
)
|
|
(208,849
|
)
|
||
Free cash flow
|
$
|
565,585
|
|
|
$
|
481,652
|
|
Free cash flow as a percentage of revenue
|
8.7
|
%
|
|
7.9
|
%
|
Net Debt to Net Capitalization Ratio
(dollars in thousands)
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Current maturities of long-term debt
|
|
$
|
3,235
|
|
|
$
|
3,266
|
|
Commercial paper
|
|
668,900
|
|
|
607,500
|
|
||
Long-term debt
|
|
2,190,156
|
|
|
2,189,350
|
|
||
Total debt
|
|
2,862,291
|
|
|
2,800,116
|
|
||
Less: Cash and cash equivalents
|
|
(739,824
|
)
|
|
(800,076
|
)
|
||
Net debt
|
|
2,122,467
|
|
|
2,000,040
|
|
||
Add: Stockholders' equity
|
|
5,284,425
|
|
|
4,919,230
|
|
||
Net capitalization
|
|
$
|
7,406,892
|
|
|
$
|
6,919,270
|
|
Net debt to net capitalization
|
|
28.7
|
%
|
|
28.9
|
%
|
(a)
|
Not applicable.
|
(b)
|
Not applicable.
|
(c)
|
The table below presents shares of Dover stock which we acquired during the quarter.
|
|
|
|
|
|
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs (2)
|
|||||||||
Period
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
May 2012 Program
|
|
November 2012 Program
|
|||||||
July 1 to July 31
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
3,908,289
|
|
|
$
|
399,301
|
|
August 1 to August 31
|
573,213
|
|
|
87.25
|
|
|
573,213
|
|
|
3,908,289
|
|
|
349,301
|
|
||
September 1 to September 30
|
76,627
|
|
|
87.92
|
|
|
76,627
|
|
|
3,908,289
|
|
|
342,565
|
|
||
For the Third Quarter
|
649,840
|
|
|
$
|
87.33
|
|
|
649,840
|
|
|
3,908,289
|
|
|
$
|
342,565
|
|
(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 did not make any repurchases under this program during the
third
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 following 12 to 18 months. All
649,840
shares repurchased during the
third
quarter were acquired under the November 2012 program.
|
(2)
|
As of
September 30, 2013
, 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
$342,565
.
|
(a)
|
Amendments to Pension Plan, Pension Replacement Plan, and Deferred Compensation Plan
|
(b)
|
None.
|
10.1
|
First Amendment and Second Amendment to the Dover Corporation Deferred Compensation Plan (As Amended and Restated as of January 1, 2009)*
|
|
|
10.2
|
First Amendment to the Dover Corporation Pension Replacement Plan (As Amended and Restated as of January 1, 2010)*
|
|
|
31.1
|
Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Brad M. Cerepak.
|
|
|
31.2
|
Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Robert A. Livingston.
|
|
|
32
|
Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Robert A. Livingston and Brad M. Cerepak.
|
|
|
101
|
The following materials from Dover Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statement of Shareholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.
|
|
|
DOVER CORPORATION
|
|
|
|
Date:
|
October 17, 2013
|
/s/ Brad M. Cerepak
|
|
|
Brad M. Cerepak,
|
|
|
Senior Vice President & Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date:
|
October 17, 2013
|
/s/ Raymond T. McKay Jr.
|
|
|
Raymond T. McKay, Jr.,
|
|
|
Vice President, Controller
|
|
|
(Principal Accounting Officer)
|
10.1
|
First Amendment and Second Amendment to the Dover Corporation Deferred Compensation Plan (As Amended and Restated as of January 1, 2009)*
|
|
|
10.2
|
First Amendment to the Dover Corporation Pension Replacement Plan (As Amended and Restated as of January 1, 2010)*
|
|
|
31.1
|
Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Brad M. Cerepak.
|
|
|
31.2
|
Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Robert A. Livingston.
|
|
|
32
|
Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Robert A. Livingston and Brad M. Cerepak.
|
|
|
101
|
The following materials from Dover Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statement of Shareholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.
|
1.
|
Effective January 1, 2014, Section 2.12 of the Plan is amended and restated in its entirety, as follows:
|
2.
|
Effective January 1, 2014, new Section 2.43 of the Plan is added to the Plan, as follows:
|
3.
|
Effective January 1, 2014, new Section 2.44 of the Plan is added to the Plan, as follows:
|
4.
|
Effective January 1, 2014, new Section 2.45 of the Plan is added to the Plan, as follows:
|
5.
|
Effective January 1, 2014, new Section 2.46 of the Plan is added to the Plan, as follows:
|
6.
|
Effective January 1, 2014, new Section 2.47 of the Plan is added to the Plan, as follows:
|
7.
|
Effective January 1, 2014, new Section 2.48 of the Plan is added to the Plan, as follows:
|
8.
|
Effective December 31, 2013, Section 3.1(a) of the Plan is amended and restated in its entirety, as follows:
|
(i)
|
are on a regular periodic U.S. payroll of the Company; and
|
(ii)
|
have Salary at an annual rate of $200,000 or more for such Plan Year or such other limit as the Committee shall establish from time to time.
|
9.
|
Effective December 31, 2013, Section 3.1(b) of the Plan is amended by adding the following at the end thereof, as follows:
|
10.
|
Effective December 31, 2013, the first paragraph of Section 4.1 of the Plan is amended and restated in its entirety, as follows:
|
11.
|
Effective December 31, 2013, Section 5.1 of the Plan is amended by adding the following at the end of the first paragraph thereof, as follows:
|
12.
|
Effective December 31, 2013, Section 5.4 of the Plan is amended and restated in its entirety, as follows:
|
a.
|
Each Participant making Salary and Bonus deferrals under the Plan for a Plan Year shall be credited with Company Annual Matching Contributions for that Plan Year at the rate of 100% on the first 1% of Salary and Bonus deferrals for that Plan Year plus 50% of the next 5% of such Salary and Bonus deferrals for that Plan Year, not to exceed 6% of the Participant's Salary and Bonus in excess of the Compensation Limit for that Year.
|
b.
|
Each Participant whose annual rate of Salary for a Plan Year is in excess of the Compensation Limit for that Plan Year shall be credited with Company Annual Basic Contributions for that Plan Year on the amount by which the Participant's annual rate of Salary and Bonus exceeds the Compensation Limit for that Plan Year at the rate, and to the extent, if any, that the business unit by which the Participant is employed makes "Automatic Contributions" to the Company's Retirement Savings Plan for that Plan Year. Each Participant whose annual rate of Salary for a Plan Year is more than $200,000 but less than the Compensation Limit for that Plan Year shall be credited with Company Annual Basic Contributions for that Plan Year on the amount, if any, by which the Participant's Bonus (when combined with the Participant's Salary) for that Plan Year exceeds the Compensation Limit for that Plan Year at the rate, and to the extent, if any, that the business unit by which the Participant is employed makes "Automatic Contributions" to the Company's Retirement Savings Plan for that Plan Year.
|
c.
|
Each Participant whose annual rate of Salary for a Plan Year is in excess of the Compensation Limit for that Plan Year shall be credited with Company Profit Sharing Contributions for that Plan Year on the amount by which the Participant's annual rate of Salary and Bonus exceeds the Compensation Limit for that Plan Year at the rate, and to the extent, if any, that the business unit by which the Participant is employed makes "Profit Sharing Contributions" to the Company's Retirement Savings Plan for that Plan Year. Each Participant whose annual rate of Salary for a Plan Year is more than $200,000 but less than the Compensation Limit for that Plan Year shall be credited with Company Profit Sharing Contributions for that Plan Year on the amount, if any, by which the Participant's Bonus (when combined with the Participant's Salary) for that Plan Year exceeds the Compensation Limit for that Plan Year at the rate, and to the extent, if any, that the business unit by which the Participant is employed makes "Profit Sharing Contributions" to the Company's Retirement Savings Plan for that Plan Year. Any limitations on a business unit's "Profit Sharing Contributions" made to the Company's Retirement Savings Plan (e.g., such contributions shall not exceed 5% of a participant's salary and bonus) shall be applied in a similar fashion to Salary and Bonus under the Plan in excess of the Compensation Limit for that Plan Year.
|
13.
|
Effective December 31, 2013, Section 6.2 of the Plan is amended with respect to deferral elections made effective for Plan Years commencing on and after January 1, 2014 to delete distributions upon Retirement or Disability. For the avoidance of doubt, with respect to deferral elections made effective for Plan Years prior to January 1, 2014, distributions upon Retirement and Disability shall be permitted pursuant to the provisions of Section 6.2 as in effect prior to this Second Amendment.
|
14.
|
Effective December 31, 2013, Section 6.4 of the Plan is amended and restated in its entirety with respect to deferral elections made effective for Plan Years commencing on and after January 1, 2014, as follows:
|
15.
|
Effective December 31, 2013, Section 6.5(a) of the Plan is hereby amended with respect to deferral elections made effective for Plan Years commencing on or after January 1, 2014 to delete the ability of a Participant to elect a Scheduled In-Service Withdrawal Date.
|
16.
|
Effective October 15, 2013, Article VII of the Plan "Establishment of the Trust" is deleted in its entirety.
|
1.
|
Effective October, 15, 2013, Section 2.01 of the Plan is amended and restated in its entirety, as follows:
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2.
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Effective December 1, 2013, Section 3.02 of the Plan is amended by adding the following at the end thereof, as follows:
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3.
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Effective December 31, 2013, Section 3.03 of the Plan is amended by adding the following at the end thereof, as follows:
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1.
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I have reviewed this Quarterly Report on Form 10-Q 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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October 17, 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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1.
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I have reviewed this Quarterly Report on Form 10-Q 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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October 17, 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 Quarterly Report on Form 10-Q for the period ended
September 30, 2013
(the “
Form 10-Q”
) 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-Q 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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October 17, 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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October 17, 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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