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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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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•
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Our Energy segment, serving the Drilling & Production, Bearings & Compression and Automation end markets,
is a provider of customer-driven solutions and services for safe and efficient production and processing of fuels worldwide and has a strong presence in the bearings and compression components and automation markets.
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•
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Our Engineered Systems segment is comprised of two platforms, Printing & Identification and Industrials and
is focused on the design, manufacture and service of critical equipment and components serving the fast-moving consumer goods, digital textile printing, vehicle service, environmental solutions and industrial end markets.
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•
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Our Fluids segment, serving the Fluid Transfer and Pumps end markets,
is focused on the safe handling of critical fluids across the retail fueling, chemical, hygienic, oil and gas and industrial end markets.
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•
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Our Refrigeration & Food Equipment segment
is a provider of innovative and energy efficient equipment and systems serving the commercial Refrigeration and Food Equipment end markets.
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Revenue
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Segment Earnings
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||||||||||||||
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2016
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2015
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2014
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2016
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2015
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2014
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||||||
Energy
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16
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%
|
|
21
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%
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26
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%
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6
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%
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17
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%
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34
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%
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Engineered Systems
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35
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%
|
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34
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%
|
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31
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%
|
|
42
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%
|
|
36
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%
|
|
29
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%
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Fluids
|
25
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%
|
|
20
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%
|
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18
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%
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22
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%
|
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26
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%
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19
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%
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Refrigeration & Food Equipment
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24
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%
|
|
25
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%
|
|
25
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%
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30
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%
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21
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%
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18
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%
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•
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Drilling & Production
– Our businesses serving the drilling and production end markets 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 facilitate the extraction and movement of oil and gas from the ground, including steel sucker rods, down-hole rod pumps, electric submersible pumps, progressive cavity pumps and drive systems and plunger lifts. In addition, these businesses manufacture winches, hoists, gear drives and electronic monitoring solutions for energy, infrastructure and recovery markets worldwide.
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•
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Bearings & Compression
– These businesses manufacture various compressor parts that are used in natural gas production, distribution and oil refining markets. Product offerings include 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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Automation
–
These businesses design and manufacture products that promote efficient drilling and production of oil and gas including quartz pressure transducers and hybrid electronics used in down-hole monitoring devices, chemical injection pumps, automated pump controllers, artificial lift optimization software, diagnostic instruments for reciprocating machinery and control valves.
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•
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Printing & Identification
–
Printing & Identification is a worldwide supplier of precision marking and coding, digital textile printing, soldering and dispensing equipment and related consumables and services. Our Printing & Identification platform primarily designs and manufactures equipment and consumables used for printing variable information (such as bar coding of dates and serial numbers) on fast moving consumer goods, capitalizing on expanding food and product safety requirements and growth in emerging markets. In addition, our businesses serving the textile market are benefiting from a significant shift from analog to digital printing, resulting from shorter runs and more complex fashion designs, as well as increasing regulatory and environmental standards.
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•
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Industrials
–
These businesses serve the vehicle service, industrial automation and waste and recycling markets, providing a wide range of products and services which have broad customer applications.
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•
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Fluid Transfer
– Providing fully integrated fluid handling solutions from refineries and chemical-processing plants through point-to-point transfers, transportation and delivery to the final point of consumption. Within this framework, we have a very strong presence in the retail and commercial fueling markets, where we provide fuel dispensers, payment systems, hanging hardware, underground containment systems, as well as monitoring and optimization software. Fluid Transfer also specializes in the manufacturing of connectors for use in a variety of bio-processing applications. We strive to optimize safety, efficiency, reliability and environmental sustainability through innovative fluid handling and information management solutions.
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•
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Pumps
– The pumps and compressors are used to transfer liquid and bulk products and are sold to a wide variety of markets, including the refined fuels, LPG, food/sanitary, transportation and chemical process industries. The pumps include positive displacement and centrifugal pumps that are used in demanding and specialized fluid transfer process applications.
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•
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Refrigeration
– Our businesses manufacture refrigeration systems, refrigeration display cases, specialty glass, commercial glass refrigerator and freezer doors and brazed heat exchangers used in industrial and climate control.
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•
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Food Equipment
– Our businesses manufacture electrical distribution products and engineering services, commercial food service equipment, cook-chill production systems, custom food storage and preparation products, kitchen ventilation systems, conveyer systems and beverage can-making machinery.
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Segment
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End Market
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Key Competitors
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Energy
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Drilling & Production /Automation
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DeBeers Group (Element Six), Schlumberger Ltd.,Weatherford International Ltd., General Electric (Lufkin), Baker Hughes, BORETS and Novomet
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Bearings & Compression
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Compression Products International, Hoerbiger Holdings AG, John Crane, Kingsbury
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Engineered Systems
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Printing & Identification
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Danaher Corp. (Videojet), Brother Industries Ltd (Domino Printing), Electronics for Imaging
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Industrials
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Oshkosh Corp. (McNeilus), Siemens AG (Weiss GmbH), Challenger Lifts, Labrie Enviroquip Group and numerous others
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Fluids
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Fluid Transfer
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Fortive, (Gilbarco Veeder-Root), Franklin Electric, Gardner Denver, Inc. (Emco Wheaton)
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Pumps
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IDEX Corp, Ingersoll Rand, ITT, SPX Corp.
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Refrigeration & Food Equipment
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Refrigeration
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Panasonic (Hussman Corp.), Lennox International (Kysor/Warren), Alfa Laval
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Food Equipment
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Manitowoc Company, Illinois Tool, Middleby
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% Non-U.S. Revenue by Segment
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Years Ended December 31,
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2016
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2015
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2014
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Energy
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26
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%
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26
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%
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28
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%
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Engineered Systems
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47
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%
|
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45
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%
|
|
48
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%
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Fluids
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57
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%
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|
49
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%
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53
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%
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Refrigeration & Food Equipment
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32
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%
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33
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%
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35
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%
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Total percentage of revenue derived from customers outside of the United States
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42
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%
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39
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%
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40
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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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Trends in oil and natural gas prices may affect the drilling and production activity, profitability and financial stability of our customers and therefore the demand for, and profitability of, our energy products and services, which could have a material adverse effect on our business, our consolidated results of operations and financial condition.
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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 export controls, economic sanctions, embargoes or trade restrictions, including compliance with U.S. government licenses such as the U.S. Treasury’s Office of Foreign Assets Control’s General License H, violation of which could result in penalties and denial of export privileges;
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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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limitations on ownership and on repatriation or dividend 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;
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o
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limitations on our ability to enforce legal rights and remedies; and
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o
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access to or control of networks and confidential information due to local government controls and vulnerability of local networks to cyber risks.
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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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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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Our businesses and their profitability and reputation could be adversely affected by domestic and foreign governmental and public policy changes, 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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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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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 and product recalls could adversely affect our consolidated results of operations, financial condition and cash flows.
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•
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The indemnification provisions of acquisition and disposition agreements by which we have acquired or sold 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 consolidated results of operations, financial condition and cash flows.
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•
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Our operations and businesses are subject to cybersecurity and privacy risks.
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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 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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A significant decline in the future economic outlook of our businesses and expected future cash flows could result in goodwill or intangible asset impairment charges which would 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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•
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If we experience work stoppages, union and works council campaigns and other labor disputes, our productivity and results of operations could be adversely impacted.
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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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Number and nature of facilities
|
|
Square footage (in 000s)
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||||||||||||||
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Manufacturing
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Warehouse
|
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Sales / Service
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Total
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Owned
|
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Leased
|
||||||
Energy
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43
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|
|
44
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|
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65
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|
|
152
|
|
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2,425
|
|
|
1,455
|
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Engineered Systems
|
40
|
|
|
40
|
|
|
76
|
|
|
156
|
|
|
3,592
|
|
|
1,912
|
|
Fluids
|
43
|
|
|
15
|
|
|
49
|
|
|
107
|
|
|
2,398
|
|
|
3,454
|
|
Refrigeration & Food Equipment
|
17
|
|
|
15
|
|
|
20
|
|
|
52
|
|
|
1,569
|
|
|
2,586
|
|
|
Locations
|
|
Expiration dates of leased facilities (in years)
|
|||||||||||||||||
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North America
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Europe
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|
Asia
|
|
Other
|
|
Total
|
|
Minimum
|
|
Maximum
|
|||||||
Energy
|
139
|
|
|
4
|
|
|
—
|
|
|
3
|
|
|
146
|
|
|
1
|
|
|
15
|
|
Engineered Systems
|
40
|
|
|
53
|
|
|
42
|
|
|
2
|
|
|
137
|
|
|
1
|
|
|
11
|
|
Fluids
|
18
|
|
|
25
|
|
|
32
|
|
|
4
|
|
|
79
|
|
|
1
|
|
|
10
|
|
Refrigeration & Food Equipment
|
24
|
|
|
10
|
|
|
11
|
|
|
3
|
|
|
48
|
|
|
1
|
|
|
10
|
|
Name
|
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Age
|
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Positions Held and Prior Business Experience
|
Robert A. Livingston
|
|
63
|
|
Chief Executive Officer and Director (since December 2008) and President (since June 2008).
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William T. Bosway
|
|
51
|
|
Vice President of Dover and President and Chief Executive Officer (since June 2016) of Dover Refrigeration & Food Equipment; prior thereto Group Vice President, Solutions & Technology (from May 2008 to June 2016) of Emerson’s Climate Technologies.
|
Patrick M. Burns
|
|
54
|
|
Senior Vice President, Strategy (since September 2016) of Dover; prior thereto Vice President, Corporate Strategy (from January 2014 to June 2016) of Johnson Controls; Vice President, Marketing, Strategy and M&A (from December 2012 to December 2013) of Danaher Corporation; Vice President & General Manager (from September 2011 to December 2012) of Danaher Corporation.
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Ivonne M. Cabrera
|
|
50
|
|
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
|
|
57
|
|
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.
|
C. Anderson Fincher
|
|
46
|
|
Vice President (since May 2011) of Dover and President and Chief Executive Officer (since February 2014) of Dover Engineered Systems; prior thereto and Executive Vice President (from November 2011 to February 2014) of Dover Engineered Systems; prior thereto Executive Vice President (from May 2009 to November 2011) of Dover Industrial Products.
|
Stephen Gary Kennon
|
|
57
|
|
Senior Vice President of Dover and President (since February 2016) of Dover Business Services; prior thereto Executive Vice President (from 2014) to February 2016) of Dover Engineered Systems; prior thereto President and Chief Executive Officer of Vehicle Services Group (2005 to 2014).
|
Jay L. Kloosterboer
|
|
56
|
|
Senior Vice President, Human Resources (since May 2011) of Dover; prior thereto Vice President, Human Resources (from January 2009 to May 2011) of Dover.
|
Sivasankaran Somasundaram
|
|
51
|
|
Vice President (since January 2008) of Dover and President and Chief Executive Officer (since August 2013) of Dover Energy; prior thereto Executive Vice President (from November 2011 to August 2013) 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.
|
William W. Spurgeon, Jr.
|
|
58
|
|
Vice President (since October 2004) of Dover and President and Chief Executive Officer (since February 2014) of Dover Fluids; prior thereto President and Chief Executive Officer (from August 2013 to February 2014) of Dover Engineered Systems; prior thereto President and Chief Executive Officer (from November 2011 to August 2013) of Dover Energy; prior thereto President and Chief Executive Officer (from July 2007 to November 2011) of Dover Fluid Management.
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Name
|
|
Age
|
|
Positions Held and Prior Business Experience
|
Russell E. Toney
|
|
47
|
|
Senior Vice President, Global Sourcing (since February 2015) of Dover; prior thereto General Manager, Market Development (from January 2013 to February 2015) of GE Energy Management; prior thereto Commercial Leader (from January 2011 to January 2013) of GE Energy Global Industries; prior thereto General Manager, Global Sourcing (from March 2007 to January 2011) of GE Energy Services.
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Sandra A. Arkell
|
|
48
|
|
Vice President, Controller (since August 2015) of Dover; prior thereto Assistant Controller (2009 to August 2015) of Dover.
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Paul E. Goldberg
|
|
53
|
|
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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Anthony K. Kosinski
|
|
50
|
|
Vice President, Tax (since June 2016) of Dover; prior thereto Director, Domestic Tax (June 2003 to June 2016) of Dover.
|
James M. Moran
|
|
51
|
|
Vice President, Treasurer (since November 2015) of Dover; prior thereto Senior Vice President and Treasurer (June 2013 to August 2015) of Navistar International Corporation (“NIC”); prior thereto Vice President and Treasurer (2008 to June 2013) of NIC; also served as Senior Vice President and Treasurer of Navistar, Inc. (June 2013 to August 2015) and Vice President and Treasurer of Navistar, Inc. (2008 to June 2013); also served as Senior Vice President and Treasurer of Navistar Financial Corporation (“NFC”) (April 2013 to August 2015) and Vice President and Treasurer of NFC (January 2013 to April 2013).
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
Market Prices
|
|
Dividends per Share
|
|
Market Prices
|
|
Dividends per Share
|
||||||||||||||||
|
High
|
|
Low
|
|
|
High
|
|
Low
|
|
||||||||||||||
First Quarter
|
$
|
66.30
|
|
|
$
|
52.65
|
|
|
$
|
0.42
|
|
|
$
|
74.50
|
|
|
$
|
68.59
|
|
|
$
|
0.40
|
|
Second Quarter
|
72.08
|
|
|
62.31
|
|
|
0.42
|
|
|
77.77
|
|
|
69.40
|
|
|
0.40
|
|
||||||
Third Quarter
|
74.53
|
|
|
67.10
|
|
|
0.44
|
|
|
70.03
|
|
|
55.99
|
|
|
0.42
|
|
||||||
Fourth Quarter
|
77.13
|
|
|
65.53
|
|
|
0.44
|
|
|
66.57
|
|
|
56.51
|
|
|
0.42
|
|
||||||
|
|
|
|
|
$
|
1.72
|
|
|
|
|
|
|
$
|
1.64
|
|
3M Company
|
Honeywell International Inc.
|
Snap-On Inc.
|
Actuant Corp.
|
Hubbell Incorporated
|
SPX Corporation
|
AMETEK Inc.
|
IDEX Corporation
|
Teledyne Technologies Inc.
|
Amphenol Corp.
|
Illinois Tool Works Inc.
|
Textron Inc.
|
Carlisle Companies Inc.
|
Ingersoll-Rand PLC
|
The Timken Company
|
Corning Inc.
|
Lennox International Inc.
|
United Technologies Corp.
|
Crane Company
|
Nordson Corp.
|
Vishay Intertechnology Inc.
|
Danaher Corporation
|
Parker-Hannifin Corp.
|
Weatherford International PLC
|
Eaton Corporation
|
Pentair PLC
|
|
Emerson Electric Co.
|
Regal Beloit Corp.
|
|
Flowserve Corporation
|
Rockwell Automation Inc.
|
|
FMC Technologies Inc.
|
Roper Industries Inc.
|
|
in thousands except per share data
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
6,794,342
|
|
|
$
|
6,956,311
|
|
|
$
|
7,752,728
|
|
|
$
|
7,155,096
|
|
|
$
|
6,626,648
|
|
Earnings from continuing operations
|
|
508,892
|
|
|
595,881
|
|
|
778,140
|
|
|
797,527
|
|
|
650,075
|
|
|||||
Net earnings
|
|
508,892
|
|
|
869,829
|
|
|
775,235
|
|
|
1,003,129
|
|
|
811,070
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
3.28
|
|
|
$
|
3.78
|
|
|
$
|
4.67
|
|
|
$
|
4.66
|
|
|
$
|
3.58
|
|
Discontinued operations
|
|
—
|
|
|
1.74
|
|
|
(0.02
|
)
|
|
1.20
|
|
|
0.89
|
|
|||||
Net earnings
|
|
3.28
|
|
|
5.52
|
|
|
4.65
|
|
|
5.86
|
|
|
4.47
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding
|
|
155,231
|
|
|
157,619
|
|
|
166,692
|
|
|
171,271
|
|
|
181,551
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
3.25
|
|
|
$
|
3.74
|
|
|
$
|
4.61
|
|
|
$
|
4.60
|
|
|
$
|
3.53
|
|
Discontinued operations
|
|
—
|
|
|
1.72
|
|
|
(0.02
|
)
|
|
1.18
|
|
|
0.88
|
|
|||||
Net earnings
|
|
3.25
|
|
|
5.46
|
|
|
4.59
|
|
|
5.78
|
|
|
4.41
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding
|
|
156,636
|
|
|
159,172
|
|
|
168,842
|
|
|
173,547
|
|
|
183,993
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per common share
|
|
$
|
1.72
|
|
|
$
|
1.64
|
|
|
$
|
1.55
|
|
|
$
|
1.45
|
|
|
$
|
1.33
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
$
|
165,205
|
|
|
$
|
154,251
|
|
|
$
|
166,033
|
|
|
$
|
141,694
|
|
|
$
|
146,502
|
|
Depreciation and amortization
|
|
360,739
|
|
|
327,089
|
|
|
307,188
|
|
|
278,033
|
|
|
229,934
|
|
|||||
Total assets
|
|
10,115,991
|
|
|
8,606,076
|
|
|
9,018,522
|
|
|
10,788,895
|
|
|
10,382,872
|
|
|||||
Total debt
|
|
3,621,187
|
|
|
2,754,777
|
|
|
3,019,228
|
|
|
2,815,715
|
|
|
2,788,360
|
|
|
|
Years Ended December 31,
|
|
% / Point Change
|
||||||||||||||
(dollars in thousands, except per share figures)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Revenue
|
|
$
|
6,794,342
|
|
|
$
|
6,956,311
|
|
|
$
|
7,752,728
|
|
|
(2.3
|
)%
|
|
(10.3
|
)%
|
Cost of goods and services
|
|
4,322,373
|
|
|
4,388,167
|
|
|
4,778,479
|
|
|
(1.5
|
)%
|
|
(8.2
|
)%
|
|||
Gross profit
|
|
2,471,969
|
|
|
2,568,144
|
|
|
2,974,249
|
|
|
(3.7
|
)%
|
|
(13.7
|
)%
|
|||
Gross profit margin
|
|
36.4
|
%
|
|
36.9
|
%
|
|
38.4
|
%
|
|
(0.5
|
)
|
|
(1.5
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
|
1,757,523
|
|
|
1,647,382
|
|
|
1,758,765
|
|
|
6.7
|
%
|
|
(6.3
|
)%
|
|||
Selling, general and administrative expenses as a percent of revenue
|
|
25.9
|
%
|
|
23.7
|
%
|
|
22.7
|
%
|
|
2.2
|
|
|
1.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
136,401
|
|
|
131,676
|
|
|
131,689
|
|
|
3.6
|
%
|
|
—
|
%
|
|||
Interest income
|
|
(6,759
|
)
|
|
(4,419
|
)
|
|
(4,510
|
)
|
|
53.0
|
%
|
|
(2.0
|
)%
|
|||
Other income, net
|
|
(7,930
|
)
|
|
(7,105
|
)
|
|
(5,902
|
)
|
|
11.6
|
%
|
|
20.4
|
%
|
|||
Gain on sale of businesses
|
|
(96,598
|
)
|
|
—
|
|
|
—
|
|
|
nm*
|
|
|
nm*
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
|
180,440
|
|
|
204,729
|
|
|
316,067
|
|
|
(11.9
|
)%
|
|
(35.2
|
)%
|
|||
Effective tax rate
|
|
26.2
|
%
|
|
25.6
|
%
|
|
28.9
|
%
|
|
0.6
|
|
|
(3.3
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
508,892
|
|
|
595,881
|
|
|
778,140
|
|
|
(14.6
|
)%
|
|
(23.4
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) from discontinued operations, net
|
|
—
|
|
|
273,948
|
|
|
(2,905
|
)
|
|
nm*
|
|
|
nm*
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations per common share - diluted
|
|
$
|
3.25
|
|
|
$
|
3.74
|
|
|
$
|
4.61
|
|
|
(13.1
|
)%
|
|
(18.9
|
)%
|
•
|
The Energy segment incurred restructuring charges of
$18.5 million
related to various programs across the segment focused on workforce reductions and field service consolidations. These programs were initiated to better align cost base with the significantly lower demand environment.
|
•
|
The Engineered Systems segment recorded
$3.1 million
of restructuring charges relating to headcount reductions across various businesses primarily related to optimization of administrative functions within Printing & Identification and U.S. manufacturing consolidation within Industrials.
|
•
|
The Fluids segment recorded
$16.9 million
of restructuring charges principally related to headcount reductions and facility consolidations at various businesses across the segment.
|
•
|
The Refrigeration & Food Equipment segment recorded restructuring charges of
$0.9 million
,
primarily related to headcount reductions.
|
•
|
The Energy segment incurred restructuring charges of
$30.8 million
related to various programs across the segment focused on workforce reductions and field service consolidations. These programs were initiated to better align cost base with the significantly lower demand environment.
|
•
|
The Engineered Systems segment recorded
$13.3 million
of restructuring charges relating to headcount reductions across various businesses primarily related to optimization of administrative functions within the Printing & Identification platform and U.S. manufacturing consolidation within the Industrials platform.
|
•
|
The Fluids segment recorded
$4.9 million
of restructuring charges principally related to reduction in workforce for those businesses serving the Pumps markets. Additional restructuring was completed in the pumps businesses for facility consolidation.
|
•
|
The Refrigeration & Food Equipment segment recorded restructuring charges of
$5.8 million
, primarily related to asset impairments due to exit plans at targeted facilities and headcount reductions.
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Drilling & Production
|
|
$
|
719,229
|
|
|
$
|
1,009,416
|
|
|
$
|
1,459,514
|
|
|
(28.7
|
)%
|
|
(30.8
|
)%
|
Bearings & Compression
|
|
276,807
|
|
|
306,387
|
|
|
347,470
|
|
|
(9.7
|
)%
|
|
(11.8
|
)%
|
|||
Automation
|
|
112,402
|
|
|
167,877
|
|
|
210,255
|
|
|
(33.0
|
)%
|
|
(20.2
|
)%
|
|||
Total
|
|
$
|
1,108,438
|
|
|
$
|
1,483,680
|
|
|
$
|
2,017,239
|
|
|
(25.3
|
)%
|
|
(26.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment earnings
|
|
$
|
55,336
|
|
|
$
|
173,190
|
|
|
$
|
461,815
|
|
|
(68.0
|
)%
|
|
(62.5
|
)%
|
Segment margin
|
|
5.0
|
%
|
|
11.7
|
%
|
|
22.9
|
%
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment EBITDA
|
|
$
|
186,756
|
|
|
$
|
314,969
|
|
|
$
|
573,771
|
|
|
(40.7
|
)%
|
|
(45.1
|
)%
|
Segment EBITDA margin
|
|
16.8
|
%
|
|
21.2
|
%
|
|
28.4
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
131,420
|
|
|
$
|
141,779
|
|
|
$
|
111,956
|
|
|
(7.3
|
)%
|
|
26.6
|
%
|
Bookings
|
|
1,089,922
|
|
|
1,429,260
|
|
|
2,016,411
|
|
|
(23.7
|
)%
|
|
(29.1
|
)%
|
|||
Backlog
|
|
134,181
|
|
|
155,586
|
|
|
233,347
|
|
|
(13.8
|
)%
|
|
(33.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Components of revenue growth (decline):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Organic decline
|
|
|
|
|
|
|
|
(24.4
|
)%
|
|
(34.3
|
)%
|
||||||
Acquisitions
|
|
|
|
|
|
|
|
—
|
%
|
|
9.3
|
%
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
(0.9
|
)%
|
|
(1.4
|
)%
|
||||||
Total revenue decline
|
|
|
|
|
|
|
|
(25.3
|
)%
|
|
(26.4
|
)%
|
•
|
Drilling & Production end market revenue (representing
64.9%
of segment revenue)
decreased
$290.2 million
, or
28.7%
, compared to the prior year, due to year over year declines in U.S. rig count and end-customer capital spending in our North American markets.
|
•
|
Bearings & Compression end market revenue (representing
25.0%
of segment revenue)
decreased
$29.6 million
, or
9.7%
, compared to the prior year, as U.S. OEM end-user demand weakened within its end markets, especially with oil and gas customers.
|
•
|
Automation end market revenue (representing approximately
10.1%
of segment revenue)
decreased
$55.5 million
, or
33.0%
, compared to the prior year. This decrease was driven by customer project delays, as low oil prices and market uncertainties continued to drive reduced capital spending by well service and exploration and production companies.
|
•
|
Drilling & Production end market revenue (representing
68.0%
of
2015
segment revenue)
decreased
$450.1 million
, or
30.8%
, compared to the prior year, due to significantly reduced demand and customer inventory reductions in our North American markets caused by the decrease in the price of oil and reduced number of active drilling rigs. The decrease in revenue for Drilling & Production was partially offset by acquisition-related growth, mainly due to our acquisition of Accelerated Companies LLC in the fourth quarter of 2014.
|
•
|
Bearings & Compression end market revenue (representing
20.7%
of
2015
segment revenue)
decreased
$41.1 million
, or
11.8%
, compared to the prior year, due to ongoing declines in our Bearings end market, as slower OEM build rates continued, especially with oil and gas customers.
|
•
|
Automation end market revenue (representing
11.3%
of
2015
segment revenue)
decreased
$42.4 million
, or
20.2%
, compared to the prior year. The favorable impact of recent acquisitions was more than offset by customer project delays, as low oil prices and uncertainties resulted in reduced capital spending by service and exploration and production companies.
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Printing & Identification
|
|
$
|
1,022,502
|
|
|
$
|
943,670
|
|
|
$
|
988,884
|
|
|
8.4
|
%
|
|
(4.6
|
)%
|
Industrials
|
|
1,343,781
|
|
|
1,399,243
|
|
|
1,397,081
|
|
|
(4.0
|
)%
|
|
0.2
|
%
|
|||
|
|
$
|
2,366,283
|
|
|
$
|
2,342,913
|
|
|
$
|
2,385,965
|
|
|
1.0
|
%
|
|
(1.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment earnings
|
|
$
|
391,829
|
|
|
$
|
376,961
|
|
|
$
|
386,998
|
|
|
3.9
|
%
|
|
(2.6
|
)%
|
Segment margin
|
|
16.6
|
%
|
|
16.1
|
%
|
|
16.2
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment EBITDA
|
|
$
|
465,776
|
|
|
$
|
436,875
|
|
|
$
|
448,944
|
|
|
6.6
|
%
|
|
(2.7
|
)%
|
Segment EBITDA margin
|
|
19.7
|
%
|
|
18.6
|
%
|
|
18.8
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
73,947
|
|
|
$
|
59,914
|
|
|
$
|
61,946
|
|
|
23.4
|
%
|
|
(3.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bookings
|
|
|
|
|
|
|
|
|
|
|
||||||||
Printing & Identification
|
|
$
|
1,026,453
|
|
|
$
|
937,215
|
|
|
$
|
993,204
|
|
|
9.5
|
%
|
|
(5.6
|
)%
|
Industrials
|
|
1,339,810
|
|
|
1,369,438
|
|
|
1,451,847
|
|
|
(2.2
|
)%
|
|
(5.7
|
)%
|
|||
|
|
$
|
2,366,263
|
|
|
$
|
2,306,653
|
|
|
$
|
2,445,051
|
|
|
2.6
|
%
|
|
(5.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Backlog
|
|
|
|
|
|
|
|
|
|
|
||||||||
Printing & Identification
|
|
$
|
98,924
|
|
|
$
|
98,288
|
|
|
$
|
110,359
|
|
|
0.6
|
%
|
|
(10.9
|
)%
|
Industrials
|
|
252,780
|
|
|
250,725
|
|
|
282,598
|
|
|
0.8
|
%
|
|
(11.3
|
)%
|
|||
|
|
$
|
351,704
|
|
|
$
|
349,013
|
|
|
$
|
392,957
|
|
|
0.8
|
%
|
|
(11.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Components of revenue growth (decline):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Organic growth
|
|
|
|
|
|
|
|
1.7
|
%
|
|
3.2
|
%
|
||||||
Acquisitions
|
|
|
|
|
|
|
|
4.4
|
%
|
|
0.9
|
%
|
||||||
Dispositions
|
|
|
|
|
|
|
|
(3.9
|
)%
|
|
—
|
%
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
(1.2
|
)%
|
|
(5.9
|
)%
|
||||||
Total revenue growth (decline)
|
|
|
|
|
|
|
|
1.0
|
%
|
|
(1.8
|
)%
|
•
|
Revenue derived from our Printing & Identification platform (representing
43.2%
of segment revenue)
increased
$78.8 million
, or
8.4%
, compared to the prior year. The growth in organic revenue of 4.8% and acquisition-related growth of 6.0% was partially offset by the negative impact of foreign currency translation of 2.5%. Organic revenue growth was primarily driven by solid activity in our global marking and coding and digital printing businesses.
|
•
|
Revenue of our Industrials platform (representing
56.8%
of segment revenue),
decreased
$55.5 million
, or
4.0%
, compared to the prior year. The decrease was primarily due to the disposition in the first quarter of 2016 of Texas Hydraulics of 6.4%, a decrease in organic revenue of 0.4% and a minimal unfavorable impact of foreign currency translation of 0.4%. These declines were partially offset by acquisition-related growth of 3.3% due to JK Group and RAV. The organic revenue decline was primarily impacted by reduced demand in our environmental solutions business, along with general softness in industrials markets. This decrease was partially offset by strong growth in our vehicle service business.
|
•
|
Revenue within our Printing & Identification platform (representing
40.3%
of
2015
segment revenue)
decreased
$45.2 million
, or
4.6%
, compared to the prior year. The growth in organic revenue of 4.6% and acquisition-related growth of 2.2% was more than offset by the negative impact of foreign currency translation of 11.4%, as the Euro and several other currencies weakened against the U.S. dollar.
|
•
|
Revenue derived from our Industrials platform (representing
59.7%
of
2015
segment revenue)
increased
$2.2 million
, or
0.2%
, compared to the prior year. Organic growth of 2.3% was driven by continued strong results in our waste handling and auto-related businesses, partially offset by softness in other Industrials businesses. This increase was partially offset by a 2.1% unfavorable foreign currency translation impact.
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fluid Transfer
|
|
$
|
1,055,909
|
|
|
$
|
792,971
|
|
|
$
|
778,979
|
|
|
33.2
|
%
|
|
1.8
|
%
|
Pumps
|
|
644,665
|
|
|
606,302
|
|
|
651,587
|
|
|
6.3
|
%
|
|
(6.9
|
)%
|
|||
Total
|
|
$
|
1,700,574
|
|
|
$
|
1,399,273
|
|
|
$
|
1,430,566
|
|
|
21.5
|
%
|
|
(2.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment earnings
|
|
$
|
200,921
|
|
|
$
|
262,117
|
|
|
$
|
251,639
|
|
|
(23.3
|
)%
|
|
4.2
|
%
|
Segment margin
|
|
11.8
|
%
|
|
18.7
|
%
|
|
17.6
|
%
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment EBITDA
|
|
$
|
286,145
|
|
|
$
|
318,195
|
|
|
$
|
312,542
|
|
|
(10.1
|
)%
|
|
1.8
|
%
|
Segment EBITDA margin
|
|
16.8
|
%
|
|
22.7
|
%
|
|
21.8
|
%
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
$
|
85,224
|
|
|
$
|
56,078
|
|
|
$
|
60,903
|
|
|
52.0
|
%
|
|
(7.9
|
)%
|
Bookings
|
|
1,702,930
|
|
|
1,351,191
|
|
|
1,434,358
|
|
|
26.0
|
%
|
|
(5.8
|
)%
|
|||
Backlog
|
|
331,238
|
|
|
243,459
|
|
|
277,834
|
|
|
36.1
|
%
|
|
(12.4
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Components of revenue growth (decline):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Organic (decline) growth
|
|
|
|
|
|
|
|
(5.1
|
)%
|
|
0.8
|
%
|
||||||
Acquisitions
|
|
|
|
|
|
|
|
27.8
|
%
|
|
2.4
|
%
|
||||||
Dispositions
|
|
|
|
|
|
|
|
(0.3
|
)%
|
|
—
|
%
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
(0.9
|
)%
|
|
(5.4
|
)%
|
||||||
Total revenue growth (decline)
|
|
|
|
|
|
|
|
21.5
|
%
|
|
(2.2
|
)%
|
•
|
Fluid Transfer end market revenue (representing
62.1%
of segment revenue)
increased
$262.9 million
, or
33.2%
, compared to the prior year. This revenue increase was primarily driven by our acquisitions of Tokheim and Wayne partially offset by the impact of reduced capital spending by longer cycle midstream customers and certain integrated energy customers.
|
•
|
Pumps end market revenue (representing
37.9%
of segment revenue)
increased
$38.4 million
, or
6.3%
, compared to the prior year, primarily driven by our fourth quarter of 2015 acquisitions partially offset by the impacts of lower activity in upstream oil and gas-related end markets.
|
•
|
Fluid Transfer end market revenue (representing
56.7%
of
2015
segment revenue)
increased
$14.0 million
, or
1.8%
, compared to the prior year. The Fluid Transfer businesses grew organically and continue to benefit from acquisition-related growth, which partially offset the unfavorable impact of foreign currency translation.
|
•
|
Pumps end market revenue (representing
43.3%
of
2015
segment revenue)
decreased
$45.3 million
, or
6.9%
, compared to the prior year, as solid results for our plastic and polymer pump business were offset by the impacts of foreign currency translation and slower activity in oil and gas-related pump end markets.
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Refrigeration
|
|
$
|
1,261,633
|
|
|
$
|
1,336,829
|
|
|
$
|
1,483,157
|
|
|
(5.6
|
)%
|
|
(9.9
|
)%
|
Food Equipment
|
|
358,706
|
|
|
394,601
|
|
|
438,032
|
|
|
(9.1
|
)%
|
|
(9.9
|
)%
|
|||
Total
|
|
$
|
1,620,339
|
|
|
$
|
1,731,430
|
|
|
$
|
1,921,189
|
|
|
(6.4
|
)%
|
|
(9.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment earnings
|
|
$
|
283,628
|
|
|
$
|
221,299
|
|
|
$
|
238,734
|
|
|
28.2
|
%
|
|
(7.3
|
)%
|
Segment margin
|
|
17.5
|
%
|
|
12.8
|
%
|
|
12.4
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment EBITDA
|
|
$
|
348,645
|
|
|
$
|
287,373
|
|
|
$
|
307,435
|
|
|
21.3
|
%
|
|
(6.5
|
)%
|
Segment EBITDA margin
|
|
21.5
|
%
|
|
16.6
|
%
|
|
16.0
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other measures:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
65,017
|
|
|
$
|
66,074
|
|
|
$
|
68,701
|
|
|
(1.6
|
)%
|
|
(3.8
|
)%
|
Bookings
|
|
1,645,807
|
|
|
1,717,100
|
|
|
1,863,207
|
|
|
(4.2
|
)%
|
|
(7.8
|
)%
|
|||
Backlog
|
|
258,329
|
|
|
247,352
|
|
|
282,507
|
|
|
4.4
|
%
|
|
(12.4
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Components of revenue growth (decline):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Organic growth (decline)
|
|
|
|
|
|
|
|
0.2
|
%
|
|
(7.8
|
)%
|
||||||
Acquisitions
|
|
|
|
|
|
|
|
—
|
%
|
|
0.7
|
%
|
||||||
Dispositions
|
|
|
|
|
|
|
|
(6.4
|
)%
|
|
(0.4
|
)%
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
(0.2
|
)%
|
|
(2.4
|
)%
|
||||||
Total revenue decline
|
|
|
|
|
|
|
|
(6.4
|
)%
|
|
(9.9
|
)%
|
•
|
Refrigeration end market revenue (representing
77.9%
of segment revenue)
decreased
$75.2 million
, or
5.6%
, compared to the prior year, primarily driven by the full-year impact of the disposition of the walk-in cooler business of Hillphoenix in the fourth quarter of 2015. Excluding the disposition, Hillphoenix grew by 1.3% overcoming loss of revenue at large big box retailers.
|
•
|
Food Equipment end market revenue (representing
22.1%
of segment revenue)
decreased
$35.9 million
, or
9.1%
, compared to the prior year, largely driven by the disposition of Tipper Tie in the fourth quarter of 2016.
|
•
|
Refrigeration end market revenue (representing
77.2%
of
2015
segment revenue)
decreased
$146.3 million
, or
9.9%
, compared to the prior year, primarily driven by the anticipated decline in organic revenue due to reduced volume from a major food retail customer, as well as an unfavorable impact from foreign currency translation, primarily the Euro.
|
•
|
Food Equipment end market revenue (representing
22.8%
of
2015
segment revenue)
decreased
$43.4 million
, or
9.9%
, compared to the prior year, mainly due to market softness in our beverage can forming equipment and food packaging machinery businesses, as well as the unfavorable impact of foreign currency translation.
|
|
Years Ended December 31,
|
||||||||||
Cash Flows from Continuing Operations
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash flows provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
861,975
|
|
|
$
|
949,059
|
|
|
$
|
950,164
|
|
Investing activities
|
(1,503,843
|
)
|
|
(34,578
|
)
|
|
(782,557
|
)
|
|||
Financing activities
|
633,608
|
|
|
(1,091,886
|
)
|
|
(255,489
|
)
|
•
|
Acquisitions:
In
2016
, we deployed
$1.6 billion
to acquire
six
businesses. In comparison, we acquired
four
business in
2015
for an aggregate purchase price of approximately
$567.8 million
. Total acquisition spend in 2014 was nearly
$802.3 million
and was comprised of seven businesses.
See Note 2 — Acquisitions
in the Consolidated Financial Statements in Item 8 of this Form 10-K for additional information with respect to recent acquisitions.
|
•
|
Proceeds from sale of businesses:
In
2016
, we generated cash proceeds of
$206.4 million
, primarily from the sale of Texas Hydraulics and Tipper Tie. Cash proceeds of
$689.3 million
in 2015 were primarily from the sale of Datamax O'Neil and Sargent Aerospace. In 2014, we generated cash proceeds of
$191.3 million
primarily from the sale of DEK and $16.3 million from the collection of deferred sale proceeds on the 2013 sale of ECT.
|
•
|
Capital spending:
Capital expenditures, primarily to support productivity and new product launches, were
$165.2 million
in
2016
,
$154.3 million
in
2015
and
$166.0 million
in
2014
. Our capital expenditures
increased
$11.0 million
in the
2016
period as compared to
2015
, primarily within Fluids. We expect
2017
capital expenditures to approximate 2.4% of revenue, in line with 2016 results.
|
•
|
Long-term debt, commercial paper and notes payable, net:
In November 2016, we issued €600.0 million of 1.25% euro-denominated notes due in 2026. The proceeds of
$656.4 million
from this issuance, net of discounts and issuance costs, were primarily used for payment of a portion of the purchase price of the acquisition of Wayne. During the
2016
period, we increased net borrowings from commercial paper by
$254.8 million
primarily for purposes of funding acquisitions. During 2015, we decreased net borrowings from commercial paper by
$327.0 million
, we repaid the $300.0 million of 4.875% notes, which matured October 15, 2015, and we issued $400.0 million of 3.150% notes realizing cash proceeds of $394.3 million, net of discounts and issuance costs. In 2014, we had cash inflow of
$251.5 million
from commercial paper issuances, principally to fund acquisitions during the period, including Accelerated Companies LLC in the fourth quarter of 2014.
|
•
|
Treasury purchases:
In January 2015, our Board of Directors approved a new standing share repurchase authorization, whereby the Company may repurchase up to 15 million shares of its common stock over the following three years. This share repurchase authorization replaced all previously authorized repurchase programs. These share repurchases are opportunistic buybacks made as part of management's capital allocation strategy. These repurchases are also made to offset the dilutive impact of shares issued under our equity compensation plans. During 2016, we did not purchase any shares under this program. In 2015, we used
$600.2 million
to repurchase
8.2 million
shares under this authorization. As of December 31, 2016, the number of shares still available for repurchase under the January 2015 share repurchase authorization was
6.8 million
. During 2014, we completed the repurchase of
7.5 million
shares at a total cost of
$601.1 million
under the previously board-approved stock repurchase programs of May and November 2012.
|
•
|
Dividend payments:
Total dividend payments to common shareholders were
$267.7 million
in
2016
,
$258.0 million
in
2015
and
$258.5 million
in
2014
. Our dividends paid per common share increased 5% to
$1.72
per share in
2016
compared to
$1.64
per share in
2015
. This represents the 61st consecutive year that our dividend has increased.
|
•
|
Net Proceeds from the exercise of share-based awards:
Proceeds from the exercise of share-based awards were
$8.4 million
,
$4.0 million
and
$20.3 million
in
2016
,
2015
and
2014
, respectively. These proceeds have fluctuated in recent periods due to the volatility in our stock price and a larger number of cashless exercises of equity awards. Payments to settle tax obligations on these exercises were
$15.7 million
,
$5.0 million
and
$21.2 million
in
2016
,
2015
and
2014
, respectively. These tax payments generally increase or decrease correspondingly to the number of exercises in a particular year.
|
•
|
Cash received from Knowles, net of cash distributed:
In connection with the separation of Knowles from Dover in 2014, Knowles made a cash payment of $400.0 million to Dover immediately prior to the distribution. Dover received net cash of
$360.0 million
upon separation, which reflects the $400.0 million cash payment due net of cash held by Knowles at the time of distribution and retained by it in connection with its separation from Dover. Dover utilized the net proceeds from Knowles to pay down commercial paper and to repurchase shares of its common stock in the first quarter of 2014.
|
|
Years Ended December 31,
|
||||||||||
Free Cash Flow
(dollars in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flow provided by operating activities
|
$
|
861,975
|
|
|
$
|
949,059
|
|
|
$
|
950,164
|
|
Less: Capital expenditures
|
(165,205
|
)
|
|
(154,251
|
)
|
|
(166,033
|
)
|
|||
Free cash flow
|
$
|
696,770
|
|
|
$
|
794,808
|
|
|
$
|
784,131
|
|
Free cash flow as a percentage of revenue
|
10.3
|
%
|
|
11.4
|
%
|
|
10.1
|
%
|
Net Debt to Net Capitalization Ratio
(dollars in thousands)
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
Current maturities of long-term debt
|
|
$
|
6,950
|
|
|
$
|
122
|
|
|
$
|
299,956
|
|
Commercial paper
|
|
407,600
|
|
|
151,000
|
|
|
478,000
|
|
|||
Notes payable and current maturities of long-term debt
|
|
414,550
|
|
|
151,122
|
|
|
777,956
|
|
|||
Long-term debt
|
|
3,206,637
|
|
|
2,603,655
|
|
|
2,253,041
|
|
|||
Total debt
|
|
3,621,187
|
|
|
2,754,777
|
|
|
3,030,997
|
|
|||
Less: Cash and cash equivalents
|
|
(349,146
|
)
|
|
(362,185
|
)
|
|
(681,581
|
)
|
|||
Net debt
|
|
3,272,041
|
|
|
2,392,592
|
|
|
2,349,416
|
|
|||
Add: Stockholders' equity
|
|
3,799,746
|
|
|
3,644,575
|
|
|
3,700,725
|
|
|||
Net capitalization
|
|
$
|
7,071,787
|
|
|
$
|
6,037,167
|
|
|
$
|
6,050,141
|
|
Net debt to net capitalization
|
|
46.3
|
%
|
|
39.6
|
%
|
|
38.8
|
%
|
|
Short Term Rating
|
|
Long Term Rating
|
|
Outlook
|
Moody's
|
P-2
|
|
A3
|
|
Stable
|
Standard & Poor's
|
A-2
|
|
A-
|
|
Negative
|
Fitch
|
F2
|
|
A-
|
|
Negative
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||||||
(in thousands)
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
|
Other
|
||||||||||||
Long-term debt
(1)
|
|
$
|
3,230,073
|
|
|
$
|
6,950
|
|
|
$
|
350,357
|
|
|
$
|
763,261
|
|
|
$
|
2,109,505
|
|
|
$
|
—
|
|
Interest payments
(2)
|
|
1,609,162
|
|
|
130,272
|
|
|
231,931
|
|
|
206,052
|
|
|
1,040,907
|
|
|
—
|
|
||||||
Rental commitments
|
|
255,071
|
|
|
61,638
|
|
|
91,187
|
|
|
43,464
|
|
|
58,782
|
|
|
—
|
|
||||||
Purchase obligations
|
|
72,355
|
|
|
70,686
|
|
|
1,669
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Capital leases
|
|
13,630
|
|
|
3,122
|
|
|
3,234
|
|
|
2,044
|
|
|
5,230
|
|
|
—
|
|
||||||
Supplemental and post-retirement benefits
(3)
|
|
114,943
|
|
|
22,545
|
|
|
20,597
|
|
|
26,632
|
|
|
45,169
|
|
|
—
|
|
||||||
Uncertain tax positions
(4)
|
|
84,894
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,894
|
|
||||||
Total obligations
|
|
$
|
5,380,128
|
|
|
$
|
295,213
|
|
|
$
|
698,975
|
|
|
$
|
1,041,453
|
|
|
$
|
3,259,593
|
|
|
$
|
84,894
|
|
(1
|
)
|
See Note 9 to the Consolidated Financial Statements. Amounts represent principal payments for all 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, 2016.
|
(3
|
)
|
Amounts represent estimated benefit payments under our unfunded supplemental and post-retirement benefit plans and our unfunded non-U.S. qualified defined benefit plans. See Note 14 to the Consolidated Financial Statements. We also expect to contribute approximately $6.5 million to our non-U.S. qualified defined benefit plans in 2017, which amount is not reflected in the above table.
|
(4
|
)
|
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 2016. These amounts do not include the potential indirect benefits resulting from deductions or credits for payments made to other jurisdictions.
|
Page
|
|
|
|
/s/ PricewaterhouseCoopers LLP
|
|
|
Chicago, Illinois
|
|
|
February 10, 2017
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
$
|
6,794,342
|
|
|
$
|
6,956,311
|
|
|
$
|
7,752,728
|
|
Cost of goods and services
|
4,322,373
|
|
|
4,388,167
|
|
|
4,778,479
|
|
|||
Gross profit
|
2,471,969
|
|
|
2,568,144
|
|
|
2,974,249
|
|
|||
Selling, general and administrative expenses
|
1,757,523
|
|
|
1,647,382
|
|
|
1,758,765
|
|
|||
Operating earnings
|
714,446
|
|
|
920,762
|
|
|
1,215,484
|
|
|||
Interest expense
|
136,401
|
|
|
131,676
|
|
|
131,689
|
|
|||
Interest income
|
(6,759
|
)
|
|
(4,419
|
)
|
|
(4,510
|
)
|
|||
Other income, net
|
(7,930
|
)
|
|
(7,105
|
)
|
|
(5,902
|
)
|
|||
Gain on sale of businesses
|
(96,598
|
)
|
|
—
|
|
|
—
|
|
|||
Earnings before provision for income taxes and discontinued operations
|
689,332
|
|
|
800,610
|
|
|
1,094,207
|
|
|||
Provision for income taxes
|
180,440
|
|
|
204,729
|
|
|
316,067
|
|
|||
Earnings from continuing operations
|
508,892
|
|
|
595,881
|
|
|
778,140
|
|
|||
Earnings (losses) from discontinued operations, net
|
—
|
|
|
273,948
|
|
|
(2,905
|
)
|
|||
Net earnings
|
$
|
508,892
|
|
|
$
|
869,829
|
|
|
$
|
775,235
|
|
|
|
|
|
|
|
||||||
Earnings per share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.28
|
|
|
$
|
3.78
|
|
|
$
|
4.67
|
|
Diluted
|
$
|
3.25
|
|
|
$
|
3.74
|
|
|
$
|
4.61
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per share from discontinued operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
—
|
|
|
$
|
1.74
|
|
|
$
|
(0.02
|
)
|
Diluted
|
$
|
—
|
|
|
$
|
1.72
|
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
||||||
Net earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.28
|
|
|
$
|
5.52
|
|
|
$
|
4.65
|
|
Diluted
|
$
|
3.25
|
|
|
$
|
5.46
|
|
|
$
|
4.59
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
155,231
|
|
|
157,619
|
|
|
166,692
|
|
|||
Diluted
|
156,636
|
|
|
159,172
|
|
|
168,842
|
|
|||
|
|
|
|
|
|
||||||
Dividends paid per common share
|
$
|
1.72
|
|
|
$
|
1.64
|
|
|
$
|
1.55
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings
|
$
|
508,892
|
|
|
$
|
869,829
|
|
|
$
|
775,235
|
|
Other comprehensive (loss) earnings, net of tax
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation losses
|
(106,526
|
)
|
|
(117,302
|
)
|
|
(144,643
|
)
|
|||
Reclassification of foreign currency translation losses (gains) to earnings
|
823
|
|
|
(3,092
|
)
|
|
(6,300
|
)
|
|||
Total foreign currency translation adjustments
|
(105,703
|
)
|
|
(120,394
|
)
|
|
(150,943
|
)
|
|||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|||
Actuarial (losses) gains
|
(7,928
|
)
|
|
4,492
|
|
|
(60,766
|
)
|
|||
Prior service (cost) credit
|
(776
|
)
|
|
4,171
|
|
|
(354
|
)
|
|||
Amortization of actuarial losses included in net periodic pension cost
|
5,683
|
|
|
10,280
|
|
|
5,792
|
|
|||
Amortization of prior service costs included in net periodic pension cost
|
4,397
|
|
|
4,993
|
|
|
5,617
|
|
|||
Total pension and other postretirement benefit plans
|
1,376
|
|
|
23,936
|
|
|
(49,711
|
)
|
|||
Changes in fair value of cash flow hedges:
|
|
|
|
|
|
|
|
|
|||
Unrealized net gains (losses)
|
144
|
|
|
(328
|
)
|
|
(137
|
)
|
|||
Net losses (gains) reclassified into earnings
|
415
|
|
|
(108
|
)
|
|
(107
|
)
|
|||
Total cash flow hedges
|
559
|
|
|
(436
|
)
|
|
(244
|
)
|
|||
Other
|
(985
|
)
|
|
1,252
|
|
|
939
|
|
|||
Other comprehensive loss, net of tax
|
(104,753
|
)
|
|
(95,642
|
)
|
|
(199,959
|
)
|
|||
Comprehensive earnings
|
$
|
404,139
|
|
|
$
|
774,187
|
|
|
$
|
575,276
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
349,146
|
|
|
$
|
362,185
|
|
Receivables, net of allowances of $22,015 and $18,050
|
1,265,201
|
|
|
1,120,490
|
|
||
Inventories
|
870,487
|
|
|
802,895
|
|
||
Prepaid and other current assets
|
104,357
|
|
|
133,440
|
|
||
Total current assets
|
2,589,191
|
|
|
2,419,010
|
|
||
Property, plant and equipment, net
|
945,670
|
|
|
854,269
|
|
||
Goodwill
|
4,562,677
|
|
|
3,737,389
|
|
||
Intangible assets, net
|
1,802,923
|
|
|
1,413,223
|
|
||
Other assets and deferred charges
|
215,530
|
|
|
182,185
|
|
||
Total assets
|
$
|
10,115,991
|
|
|
$
|
8,606,076
|
|
Liabilities and Stockholders' Equity
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Notes payable and current maturities of long-term debt
|
$
|
414,550
|
|
|
$
|
151,122
|
|
Accounts payable
|
830,318
|
|
|
650,880
|
|
||
Accrued compensation and employee benefits
|
226,440
|
|
|
223,039
|
|
||
Accrued insurance
|
96,062
|
|
|
99,642
|
|
||
Other accrued expenses
|
332,595
|
|
|
235,971
|
|
||
Federal and other income taxes
|
40,353
|
|
|
6,528
|
|
||
Total current liabilities
|
1,940,318
|
|
|
1,367,182
|
|
||
Long-term debt
|
3,206,637
|
|
|
2,603,655
|
|
||
Deferred income taxes
|
710,173
|
|
|
575,709
|
|
||
Other liabilities
|
459,117
|
|
|
414,955
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
Preferred stock - $100 par value; 100,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock - $1 par value; 500,000,000 shares authorized; 256,537,535 and 256,112,943 shares issued at December 31, 2016 and 2015
|
256,538
|
|
|
256,113
|
|
||
Additional paid-in capital
|
946,755
|
|
|
928,409
|
|
||
Retained earnings
|
7,927,795
|
|
|
7,686,642
|
|
||
Accumulated other comprehensive loss
|
(359,326
|
)
|
|
(254,573
|
)
|
||
Treasury stock, at cost: 101,109,186 shares at both December 31, 2016 and 2015
|
(4,972,016
|
)
|
|
(4,972,016
|
)
|
||
Total stockholders' equity
|
3,799,746
|
|
|
3,644,575
|
|
||
Total liabilities and stockholders' equity
|
$
|
10,115,991
|
|
|
$
|
8,606,076
|
|
|
Common Stock $1 Par Value
|
|
Additional Paid-In Capital
|
|
Treasury Stock
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Earnings (Loss)
|
|
Total Stockholders' Equity
|
||||||||||||
Balance at December 31, 2013
|
$
|
255,320
|
|
|
$
|
871,575
|
|
|
$
|
(3,771,758
|
)
|
|
$
|
7,954,536
|
|
|
$
|
67,723
|
|
|
$
|
5,377,396
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
775,235
|
|
|
—
|
|
|
775,235
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(258,487
|
)
|
|
—
|
|
|
(258,487
|
)
|
||||||
Separations of Knowles
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,396,502
|
)
|
|
(26,695
|
)
|
|
(1,423,197
|
)
|
||||||
Common stock issued for the exercise of share-based awards
|
573
|
|
|
(16,497
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,924
|
)
|
||||||
Tax benefit from the exercise of share-based awards
|
—
|
|
|
15,110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,110
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
31,628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,628
|
|
||||||
Common stock acquired
|
—
|
|
|
(983
|
)
|
|
(600,094
|
)
|
|
—
|
|
|
—
|
|
|
(601,077
|
)
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(199,959
|
)
|
|
(199,959
|
)
|
||||||
Balance at December 31, 2014
|
255,893
|
|
|
900,833
|
|
|
(4,371,852
|
)
|
|
7,074,782
|
|
|
(158,931
|
)
|
|
3,700,725
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
869,829
|
|
|
—
|
|
|
869,829
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(257,969
|
)
|
|
—
|
|
|
(257,969
|
)
|
||||||
Common stock issued for the exercise of share-based awards
|
220
|
|
|
(3,782
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,562
|
)
|
||||||
Tax benefit from the exercise of share-based awards
|
—
|
|
|
661
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
661
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
30,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,697
|
|
||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
(600,164
|
)
|
|
—
|
|
|
—
|
|
|
(600,164
|
)
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95,642
|
)
|
|
(95,642
|
)
|
||||||
Balance at December 31, 2015
|
256,113
|
|
|
928,409
|
|
|
(4,972,016
|
)
|
|
7,686,642
|
|
|
(254,573
|
)
|
|
3,644,575
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
508,892
|
|
|
—
|
|
|
508,892
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(267,739
|
)
|
|
—
|
|
|
(267,739
|
)
|
||||||
Common stock issued for the exercise of share-based awards
|
425
|
|
|
(16,125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,700
|
)
|
||||||
Tax benefit from the exercise of share-based awards
|
—
|
|
|
4,964
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,964
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
21,015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,015
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104,753
|
)
|
|
(104,753
|
)
|
||||||
Other
|
—
|
|
|
8,492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,492
|
|
||||||
Balance at December 31, 2016
|
$
|
256,538
|
|
|
$
|
946,755
|
|
|
$
|
(4,972,016
|
)
|
|
$
|
7,927,795
|
|
|
$
|
(359,326
|
)
|
|
$
|
3,799,746
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities of Continuing Operations
|
|
|
|
|
|
||||||
Net earnings
|
$
|
508,892
|
|
|
$
|
869,829
|
|
|
$
|
775,235
|
|
Adjustments to reconcile net earnings to cash from operating activities:
|
|
|
|
|
|
||||||
(Earnings) loss from discontinued operations, net
|
—
|
|
|
(273,948
|
)
|
|
2,905
|
|
|||
Depreciation and amortization
|
360,739
|
|
|
327,089
|
|
|
307,188
|
|
|||
Stock-based compensation
|
21,015
|
|
|
30,697
|
|
|
31,628
|
|
|||
Gain on sale of businesses
|
(96,598
|
)
|
|
—
|
|
|
—
|
|
|||
Provision for losses on accounts receivable (net of recoveries)
|
10,641
|
|
|
5,946
|
|
|
4,730
|
|
|||
Deferred income taxes
|
(79,414
|
)
|
|
(5,916
|
)
|
|
(33,866
|
)
|
|||
Employee benefit plan expense
|
26,492
|
|
|
34,253
|
|
|
34,627
|
|
|||
Contributions to employee benefit plans
|
(25,691
|
)
|
|
(21,942
|
)
|
|
(24,232
|
)
|
|||
Other, net
|
(34,718
|
)
|
|
(2,258
|
)
|
|
(21,813
|
)
|
|||
Cash effect of changes in assets and liabilities (excluding effects of acquisitions, dispositions and foreign exchange):
|
|
|
|
|
|
||||||
Accounts receivable
|
(44,649
|
)
|
|
37,916
|
|
|
(87,207
|
)
|
|||
Inventories
|
25,858
|
|
|
63,129
|
|
|
(63,717
|
)
|
|||
Prepaid expenses and other assets
|
2,589
|
|
|
(7,401
|
)
|
|
(18,527
|
)
|
|||
Accounts payable
|
58,695
|
|
|
42,925
|
|
|
60,176
|
|
|||
Accrued compensation and employee benefits
|
(12,596
|
)
|
|
(71,090
|
)
|
|
(17,731
|
)
|
|||
Accrued expenses and other liabilities
|
45,371
|
|
|
(19,765
|
)
|
|
40,955
|
|
|||
Accrued taxes
|
95,349
|
|
|
(60,405
|
)
|
|
(40,187
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
861,975
|
|
|
949,059
|
|
|
950,164
|
|
|||
Investing Activities of Continuing Operations
|
|
|
|
|
|
|
|
||||
Additions to property, plant and equipment
|
(165,205
|
)
|
|
(154,251
|
)
|
|
(166,033
|
)
|
|||
Acquisitions (net of cash and cash equivalents acquired)
|
(1,561,737
|
)
|
|
(567,843
|
)
|
|
(802,254
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
17,749
|
|
|
14,604
|
|
|
14,373
|
|
|||
Proceeds from sale of businesses
|
206,407
|
|
|
689,314
|
|
|
191,348
|
|
|||
Settlement of net investment hedge
|
—
|
|
|
(17,752
|
)
|
|
—
|
|
|||
Other
|
(1,057
|
)
|
|
1,350
|
|
|
(19,991
|
)
|
|||
Net cash used in investing activities of continuing operations
|
(1,503,843
|
)
|
|
(34,578
|
)
|
|
(782,557
|
)
|
|||
Financing Activities of Continuing Operations
|
|
|
|
|
|
|
|
||||
Cash received from Knowles Corporation, net of cash distributed
|
—
|
|
|
—
|
|
|
359,955
|
|
|||
Proceeds from long-term debt
|
656,399
|
|
|
394,300
|
|
|
—
|
|
|||
Proceeds from exercise of share-based awards, including tax benefits
|
8,431
|
|
|
4,024
|
|
|
20,337
|
|
|||
Change in commercial paper and notes payable, net
|
254,834
|
|
|
(327,000
|
)
|
|
251,500
|
|
|||
Repayment of long-term debt
|
(2,017
|
)
|
|
(300,048
|
)
|
|
(6,566
|
)
|
|||
Dividends to stockholders
|
(268,339
|
)
|
|
(257,969
|
)
|
|
(258,487
|
)
|
|||
Purchase of common stock
|
—
|
|
|
(600,164
|
)
|
|
(601,077
|
)
|
|||
Payments for employee tax obligations upon exercise of share-based awards
|
(15,700
|
)
|
|
(5,029
|
)
|
|
(21,151
|
)
|
|||
Net cash provided by (used in) financing activities of continuing operations
|
633,608
|
|
|
(1,091,886
|
)
|
|
(255,489
|
)
|
|||
Cash Flows from Discontinued Operations
|
|
|
|
|
|
|
|
||||
Net cash (used in) provided by operating activities of discontinued operations
|
—
|
|
|
(113,946
|
)
|
|
25,760
|
|
|||
Net cash used in investing activities of discontinued operations
|
—
|
|
|
(1,984
|
)
|
|
(19,753
|
)
|
|||
Net cash (used in) provided by discontinued operations
|
—
|
|
|
(115,930
|
)
|
|
6,007
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(4,779
|
)
|
|
(26,061
|
)
|
|
(40,426
|
)
|
|||
Net decrease in cash and cash equivalents
|
(13,039
|
)
|
|
(319,396
|
)
|
|
(122,301
|
)
|
|||
Cash and cash equivalents at beginning of year
|
362,185
|
|
|
681,581
|
|
|
803,882
|
|
|||
Cash and cash equivalents at end of year
|
$
|
349,146
|
|
|
$
|
362,185
|
|
|
$
|
681,581
|
|
Supplemental information - cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes
|
$
|
170,394
|
|
|
$
|
346,382
|
|
|
$
|
372,446
|
|
Interest
|
$
|
131,184
|
|
|
$
|
128,151
|
|
|
$
|
128,412
|
|
Date
|
Type
|
Company / Product Line Acquired
|
Location (Near)
|
Segment
|
January 7
|
Stock
|
Tokheim Group S.A.S.
|
Dundee, UK
|
Fluids
|
Manufacturer of fuel dispensers, retail automation systems and payment solutions.
|
||||
|
|
|
|
|
May 25
|
Stock
|
Fairbanks Environmental LTD
|
Skelmersdale, UK
|
Fluids
|
Provider of monitoring and optimization software and tools centered around fuel management and on-site services.
|
||||
|
|
|
|
|
June 13
|
Stock
|
ProGauge
|
Milan, Italy
|
Fluids
|
Provider of automatic tank gauge solutions, including a variety of tank probes, consoles and related software and calibration services for service stations to measure and monitor fuel tank levels.
|
||||
|
|
|
|
|
September 23
|
Stock
|
Alliance Wireless Technologies, Inc.
|
Houston, Texas
|
Engineered Systems
|
Provider of mobile vision and safety monitoring technology for fleet management.
|
||||
|
|
|
|
|
October 3
|
Stock
|
Ravaglioli S.p.A. Group
|
Bologna, Italy
|
Engineered Systems
|
Provider of automotive service equipment, including automotive lifts, tire and wheel service equipment and diagnostic equipment for cars, trucks, commercial vehicles and motorbikes.
|
||||
|
|
|
|
|
December 9
|
Stock
|
Wayne Fueling Systems Ltd.
|
Austin, Texas
|
Fluids
|
Provider of fuel dispensing, payment systems and monitoring and optimization software for retail and commercial fuel stations.
|
|
Total
|
||
Current assets, net of cash acquired
|
$
|
364,018
|
|
Property, plant and equipment
|
154,762
|
|
|
Goodwill
|
908,313
|
|
|
Intangible assets
|
621,651
|
|
|
Other assets
|
21,402
|
|
|
Current liabilities assumed
|
(276,675
|
)
|
|
Other liabilities assumed
|
(231,734
|
)
|
|
Net assets acquired
|
$
|
1,561,737
|
|
|
Engineered Systems
|
|
Fluids
|
|
Total
|
|
Average Useful life (in years)
|
||||||
Goodwill - non deductible
|
$
|
126,140
|
|
|
$
|
782,173
|
|
|
$
|
908,313
|
|
|
n/a
|
Customer intangibles
|
98,182
|
|
|
316,116
|
|
|
414,298
|
|
|
8-14
|
|||
Trademarks
|
12,012
|
|
|
88,507
|
|
|
100,519
|
|
|
11-15
|
|||
Patents
|
13,682
|
|
|
23,000
|
|
|
36,682
|
|
|
7-11
|
|||
Other intangibles and assets
|
528
|
|
|
69,624
|
|
|
70,152
|
|
|
4-11
|
|||
|
$
|
250,544
|
|
|
$
|
1,279,420
|
|
|
$
|
1,529,964
|
|
|
|
|
Total
|
||
Current assets, net of cash acquired
|
$
|
76,323
|
|
Property, plant and equipment
|
38,849
|
|
|
Goodwill
|
315,701
|
|
|
Intangible assets
|
229,829
|
|
|
Other assets
|
1,934
|
|
|
Current liabilities assumed
|
(31,814
|
)
|
|
Other liabilities assumed
|
(62,979
|
)
|
|
Net assets acquired
|
$
|
567,843
|
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenue from continuing operations:
|
|
|
|
||||
As reported
|
$
|
6,794,342
|
|
|
$
|
6,956,311
|
|
Pro forma
|
7,473,048
|
|
|
8,130,560
|
|
||
Earnings from continuing operations:
|
|
|
|
||||
As reported
|
$
|
508,892
|
|
|
$
|
595,881
|
|
Pro forma
|
555,968
|
|
|
627,196
|
|
||
Basic earnings per share from continuing operations:
|
|
|
|
||||
As reported
|
$
|
3.28
|
|
|
$
|
3.78
|
|
Pro forma
|
3.58
|
|
|
3.98
|
|
||
Diluted earnings per share from continuing operations:
|
|
|
|
||||
As reported
|
$
|
3.25
|
|
|
$
|
3.74
|
|
Pro forma
|
3.55
|
|
|
3.94
|
|
•
|
Datamax O'Neil in 2015
|
•
|
Sargent Aerospace in 2015
|
•
|
DEK International in 2014
|
•
|
Knowles Corporation in February 2014
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenue
|
$
|
72,869
|
|
|
$
|
568,991
|
|
|
|
|
|
||||
Gain (loss) on sale, including impairments, net of tax
|
$
|
265,550
|
|
|
$
|
(3,691
|
)
|
Earnings from operations before taxes
|
8,222
|
|
|
13,611
|
|
||
Benefit (provision) for income taxes
|
176
|
|
|
(12,825
|
)
|
||
Earnings from operations, net of tax
|
8,398
|
|
|
786
|
|
||
|
|
|
|
||||
Earnings (loss) from discontinued operations, net of tax
|
$
|
273,948
|
|
|
$
|
(2,905
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Raw materials
|
$
|
428,286
|
|
|
$
|
333,551
|
|
Work in progress
|
138,652
|
|
|
135,624
|
|
||
Finished goods
|
409,314
|
|
|
443,032
|
|
||
Subtotal
|
976,252
|
|
|
912,207
|
|
||
Less reserves
|
(105,765
|
)
|
|
(109,312
|
)
|
||
Total
|
$
|
870,487
|
|
|
$
|
802,895
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Land
|
$
|
68,575
|
|
|
$
|
55,567
|
|
Buildings and improvements
|
597,523
|
|
|
546,809
|
|
||
Machinery, equipment and other
|
1,802,832
|
|
|
1,772,031
|
|
||
Property, plant and equipment, gross
|
2,468,930
|
|
|
2,374,407
|
|
||
Total accumulated depreciation
|
(1,523,260
|
)
|
|
(1,520,138
|
)
|
||
Property, plant and equipment, net
|
$
|
945,670
|
|
|
$
|
854,269
|
|
|
Energy
|
|
Engineered Systems
|
|
Fluids
|
|
Refrigeration & Food Equipment
|
|
Total
|
||||||||||
Goodwill
|
$
|
1,048,735
|
|
|
$
|
1,280,769
|
|
|
$
|
669,633
|
|
|
$
|
562,981
|
|
|
$
|
3,562,118
|
|
Accumulated impairment loss
|
—
|
|
|
(10,591
|
)
|
|
(59,970
|
)
|
|
—
|
|
|
(70,561
|
)
|
|||||
Balance at January 1, 2015
|
$
|
1,048,735
|
|
|
$
|
1,270,178
|
|
|
$
|
609,663
|
|
|
$
|
562,981
|
|
|
$
|
3,491,557
|
|
Acquisitions
|
—
|
|
|
238,618
|
|
|
73,251
|
|
|
3,832
|
|
|
315,701
|
|
|||||
Purchase price adjustments
|
8,604
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,604
|
|
|||||
Disposition of business
|
—
|
|
|
(19,128
|
)
|
|
—
|
|
|
(3,749
|
)
|
|
(22,877
|
)
|
|||||
Foreign currency translation and other
|
(10,159
|
)
|
|
(15,804
|
)
|
|
(27,169
|
)
|
|
(2,464
|
)
|
|
(55,596
|
)
|
|||||
Balance at December 31, 2015
|
1,047,180
|
|
|
1,473,864
|
|
|
655,745
|
|
|
560,600
|
|
|
3,737,389
|
|
|||||
Acquisitions
|
—
|
|
|
126,140
|
|
|
782,173
|
|
|
—
|
|
|
908,313
|
|
|||||
Purchase price adjustments
|
—
|
|
|
363
|
|
|
4,860
|
|
|
768
|
|
|
5,991
|
|
|||||
Disposition of business
|
—
|
|
|
(9,615
|
)
|
|
—
|
|
|
(25,252
|
)
|
|
(34,867
|
)
|
|||||
Foreign currency translation and other
|
(1,406
|
)
|
|
(23,536
|
)
|
|
(29,270
|
)
|
|
63
|
|
|
(54,149
|
)
|
|||||
Balance at December 31, 2016
|
$
|
1,045,774
|
|
|
$
|
1,567,216
|
|
|
$
|
1,413,508
|
|
|
$
|
536,179
|
|
|
$
|
4,562,677
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer intangibles
|
$
|
1,942,974
|
|
|
$
|
718,135
|
|
|
$
|
1,224,839
|
|
|
$
|
1,567,048
|
|
|
$
|
595,635
|
|
|
$
|
971,413
|
|
Trademarks
|
246,619
|
|
|
56,455
|
|
|
190,164
|
|
|
150,926
|
|
|
45,536
|
|
|
105,390
|
|
||||||
Patents
|
157,491
|
|
|
119,828
|
|
|
37,663
|
|
|
150,570
|
|
|
112,399
|
|
|
38,171
|
|
||||||
Unpatented Technologies
|
155,752
|
|
|
64,648
|
|
|
91,104
|
|
|
137,919
|
|
|
56,495
|
|
|
81,424
|
|
||||||
Distributor Relationships
|
113,463
|
|
|
44,914
|
|
|
68,549
|
|
|
64,614
|
|
|
37,610
|
|
|
27,004
|
|
||||||
Drawings & Manuals
|
37,744
|
|
|
23,114
|
|
|
14,630
|
|
|
34,232
|
|
|
15,760
|
|
|
18,472
|
|
||||||
Other
|
31,632
|
|
|
21,184
|
|
|
10,448
|
|
|
23,923
|
|
|
18,168
|
|
|
5,755
|
|
||||||
Total amortized intangibles
|
2,685,675
|
|
|
1,048,278
|
|
|
1,637,397
|
|
|
2,129,232
|
|
|
881,603
|
|
|
1,247,629
|
|
||||||
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
165,526
|
|
|
—
|
|
|
165,526
|
|
|
165,594
|
|
|
—
|
|
|
165,594
|
|
||||||
Total intangible assets
|
$
|
2,851,201
|
|
|
$
|
1,048,278
|
|
|
$
|
1,802,923
|
|
|
$
|
2,294,826
|
|
|
$
|
881,603
|
|
|
$
|
1,413,223
|
|
|
Estimated Amortization
|
||
2017
|
$
|
188,903
|
|
2018
|
187,235
|
|
|
2019
|
177,942
|
|
|
2020
|
170,607
|
|
|
2021
|
166,350
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Warranty
|
$
|
48,648
|
|
|
$
|
41,502
|
|
Unearned/deferred revenue
|
42,000
|
|
|
28,072
|
|
||
Taxes other than income
|
33,298
|
|
|
25,180
|
|
||
Accrued rebates and volume discounts
|
41,378
|
|
|
26,489
|
|
||
Accrued interest
|
30,819
|
|
|
30,262
|
|
||
Accrued commissions (non-employee)
|
12,528
|
|
|
10,949
|
|
||
Restructuring and exit costs
|
11,926
|
|
|
13,991
|
|
||
Other (none of which are individually significant)
|
111,998
|
|
|
59,526
|
|
||
Total current liabilities
|
$
|
332,595
|
|
|
$
|
235,971
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Defined benefit and other post-retirement benefit plans
|
$
|
196,268
|
|
|
$
|
195,095
|
|
Unrecognized tax benefits
|
84,894
|
|
|
79,992
|
|
||
Deferred compensation
|
73,694
|
|
|
74,665
|
|
||
Warranty
|
36,349
|
|
|
2,964
|
|
||
Legal and environmental
|
30,330
|
|
|
30,032
|
|
||
Unearned/deferred revenue
|
12,526
|
|
|
12,437
|
|
||
Restructuring and exit
|
421
|
|
|
—
|
|
||
Other (none of which are individually significant)
|
24,635
|
|
|
19,770
|
|
||
Total noncurrent liabilities
|
$
|
459,117
|
|
|
$
|
414,955
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
$
|
44,466
|
|
|
$
|
49,388
|
|
|
$
|
42,924
|
|
Provision for warranties
|
68,566
|
|
|
51,392
|
|
|
60,833
|
|
|||
Settlements made
|
(35,638
|
)
|
|
(55,715
|
)
|
|
(56,746
|
)
|
|||
Other adjustments, including acquisitions and currency translation
|
7,603
|
|
|
(599
|
)
|
|
2,377
|
|
|||
Balance, end of year
|
$
|
84,997
|
|
|
$
|
44,466
|
|
|
$
|
49,388
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Energy
|
$
|
18,497
|
|
|
$
|
30,763
|
|
|
$
|
7,549
|
|
Engineered Systems
|
3,080
|
|
|
13,302
|
|
|
6,624
|
|
|||
Fluids
|
16,905
|
|
|
4,879
|
|
|
3,784
|
|
|||
Refrigeration & Food Equipment
|
928
|
|
|
5,848
|
|
|
24,897
|
|
|||
Corporate
|
756
|
|
|
412
|
|
|
1,954
|
|
|||
Total
|
$
|
40,166
|
|
|
$
|
55,204
|
|
|
$
|
44,808
|
|
These amounts are classified in the Consolidated Statements of Earnings as follows:
|
|||||||||||
Cost of goods and services
|
$
|
14,744
|
|
|
$
|
21,194
|
|
|
$
|
19,690
|
|
Selling, general and administrative expenses
|
25,422
|
|
|
34,010
|
|
|
25,118
|
|
|||
Total
|
$
|
40,166
|
|
|
$
|
55,204
|
|
|
$
|
44,808
|
|
•
|
The Energy segment incurred restructuring charges of
$18,497
related to various programs across the segment focused on workforce reductions and field service consolidations. These programs were initiated to better align cost base with the significantly lower demand environment.
|
•
|
The Engineered Systems segment recorded
$3,080
of restructuring charges relating to headcount reductions across various businesses primarily related to optimization of administrative functions within Printing & Identification and U.S. manufacturing consolidation within Industrials.
|
•
|
The Fluids segment recorded
$16,905
of restructuring charges principally related to headcount reductions and facility consolidations at various businesses across the segment.
|
•
|
The Refrigeration & Food Equipment segment recorded restructuring charges of
$928
,
primarily related to headcount reductions.
|
|
Severance
|
|
Exit
|
|
Total
|
||||||
Balance at January 1, 2014
|
$
|
2,876
|
|
|
$
|
2,466
|
|
|
$
|
5,342
|
|
Restructuring charges
|
23,532
|
|
|
21,276
|
|
|
44,808
|
|
|||
Payments
|
(10,092
|
)
|
|
(5,750
|
)
|
|
(15,842
|
)
|
|||
Other, including foreign currency translation
|
(958
|
)
|
|
(11,329
|
)
|
(1)
|
(12,287
|
)
|
|||
Balance at December 31, 2014
|
15,358
|
|
|
6,663
|
|
|
22,021
|
|
|||
Restructuring charges
|
32,148
|
|
|
23,056
|
|
|
55,204
|
|
|||
Payments
|
(38,003
|
)
|
|
(12,322
|
)
|
|
(50,325
|
)
|
|||
Other, including foreign currency translation
|
1,533
|
|
|
(14,442
|
)
|
(1)
|
(12,909
|
)
|
|||
Balance at December 31, 2015
|
11,036
|
|
|
2,955
|
|
|
13,991
|
|
|||
Restructuring charges
|
30,199
|
|
|
9,967
|
|
|
40,166
|
|
|||
Payments
|
(28,346
|
)
|
|
(7,548
|
)
|
|
(35,894
|
)
|
|||
Other, including foreign currency translation
|
(1,981
|
)
|
|
(3,935
|
)
|
(1)
|
(5,916
|
)
|
|||
Balance at December 31, 2016
|
$
|
10,908
|
|
|
$
|
1,439
|
|
|
$
|
12,347
|
|
(1)
|
Other activity in exit reserves primarily represents the non-cash write-off of inventory and property, plant and equipment in connection with certain facility closures.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Short-term:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
6,950
|
|
|
$
|
122
|
|
Commercial paper
|
407,600
|
|
|
151,000
|
|
||
Total short-term debt
|
$
|
414,550
|
|
|
$
|
151,122
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Long-term:
|
|
|
|
||||
5.45% 10-year notes due March 15, 2018
|
$
|
349,588
|
|
|
$
|
349,258
|
|
2.125% 7-year notes due December 1, 2020 (euro-denominated)
|
313,370
|
|
|
328,592
|
|
||
4.30% 10-year notes due March 1, 2021
|
449,891
|
|
|
449,865
|
|
||
3.150% 10-year notes due November 15, 2025
|
397,259
|
|
|
396,951
|
|
||
1.25% 10-year notes due November 9, 2026 (euro-denominated)
|
621,326
|
|
|
—
|
|
||
6.65% 30-year debentures due June 1, 2028
|
199,586
|
|
|
199,552
|
|
||
5.375% 30-year debentures due October 15, 2035
|
297,003
|
|
|
296,844
|
|
||
6.60% 30-year notes due March 15, 2038
|
248,124
|
|
|
248,036
|
|
||
5.375% 30-year notes due March 1, 2041
|
346,147
|
|
|
345,989
|
|
||
Other
|
829
|
|
|
2,255
|
|
||
Total long-term debt
|
3,223,123
|
|
|
2,617,342
|
|
||
Unamortized debt issuance costs
|
(16,486
|
)
|
|
(13,687
|
)
|
||
Total long-term debt, net of debt issuance costs
|
$
|
3,206,637
|
|
|
$
|
2,603,655
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest expense
|
$
|
136,401
|
|
|
$
|
131,676
|
|
|
$
|
131,689
|
|
Interest income
|
(6,759
|
)
|
|
(4,419
|
)
|
|
(4,510
|
)
|
|||
Interest expense, net
|
$
|
129,642
|
|
|
$
|
127,257
|
|
|
$
|
127,179
|
|
|
Future Maturities
|
||
2017
|
$
|
6,950
|
|
2018
|
350,357
|
|
|
2019
|
—
|
|
|
2020
|
313,370
|
|
|
2021
|
449,891
|
|
|
2022 and thereafter
|
2,109,505
|
|
|
Total
|
$
|
3,230,073
|
|
|
Fair Value Asset (Liability)
|
|
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
Balance Sheet Caption
|
||||
Foreign currency forward
|
$
|
1,058
|
|
|
$
|
170
|
|
|
Prepaid and other current assets
|
Foreign currency forward
|
(705
|
)
|
|
(452
|
)
|
|
Other accrued expenses
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gain on euro-denominated debt
|
$
|
53,791
|
|
|
$
|
35,458
|
|
|
$
|
47,630
|
|
(Loss)/gain on swiss franc cross-currency swap
|
—
|
|
|
(2,185
|
)
|
|
8,149
|
|
|||
Total gain on net investment hedges before tax
|
53,791
|
|
|
33,273
|
|
|
55,779
|
|
|||
Tax expense
|
(18,827
|
)
|
|
(11,646
|
)
|
|
(19,523
|
)
|
|||
Gain on net investment hedges, net of tax
|
$
|
34,964
|
|
|
$
|
21,627
|
|
|
$
|
36,256
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
Level 2
|
|
Level 2
|
||||
Assets:
|
|
|
|
||||
Foreign currency cash flow hedges
|
$
|
1,058
|
|
|
$
|
170
|
|
Liabilities:
|
|
|
|
||||
Foreign currency cash flow hedges
|
705
|
|
|
452
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
420,546
|
|
|
$
|
530,268
|
|
|
$
|
789,689
|
|
Foreign
|
268,786
|
|
|
270,342
|
|
|
304,518
|
|
|||
Total
|
$
|
689,332
|
|
|
$
|
800,610
|
|
|
$
|
1,094,207
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
U.S. federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local taxes, net of federal income tax benefit
|
1.9
|
|
|
1.6
|
|
|
1.3
|
|
Foreign operations tax effect
|
(7.1
|
)
|
|
(4.3
|
)
|
|
(3.7
|
)
|
Research and experimentation tax credits
|
(0.6
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
Domestic manufacturing deduction
|
(2.2
|
)
|
|
(3.0
|
)
|
|
(3.0
|
)
|
Foreign tax credits
|
(0.1
|
)
|
|
(2.4
|
)
|
|
0.4
|
|
Branch income (losses)
|
0.3
|
|
|
(0.2
|
)
|
|
(0.7
|
)
|
Release of valuation allowance
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
Other
|
(1.0
|
)
|
|
(0.7
|
)
|
|
0.5
|
|
Effective tax rate from continuing operations
|
26.2
|
%
|
|
25.6
|
%
|
|
28.9
|
%
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Deferred Tax Assets:
|
|
|
|
||||
Accrued compensation, principally postretirement and other employee benefits
|
$
|
121,909
|
|
|
$
|
133,000
|
|
Accrued expenses, principally for state income taxes, interest and warranty
|
40,256
|
|
|
42,213
|
|
||
Net operating loss and other carryforwards
|
325,721
|
|
|
210,396
|
|
||
Inventories, principally due to reserves for financial reporting purposes and capitalization for tax purposes
|
15,730
|
|
|
12,329
|
|
||
Accounts receivable, principally due to allowance for doubtful accounts
|
8,337
|
|
|
4,937
|
|
||
Accrued insurance
|
6,483
|
|
|
4,365
|
|
||
Long-term liabilities, principally warranty, environmental and exit cost
|
5,273
|
|
|
4,509
|
|
||
Other assets
|
(18,872
|
)
|
|
(36,576
|
)
|
||
Total gross deferred tax assets
|
504,837
|
|
|
375,173
|
|
||
Valuation allowance
|
(289,642
|
)
|
|
(171,365
|
)
|
||
Total deferred tax assets, net of valuation allowances
|
215,195
|
|
|
203,808
|
|
||
Deferred Tax Liabilities:
|
|
|
|
||||
Intangible assets, principally due to different tax and financial reporting bases and amortization lives
|
(814,242
|
)
|
|
(699,876
|
)
|
||
Property, plant and equipment, principally due to differences in depreciation
|
(74,713
|
)
|
|
(56,872
|
)
|
||
Accounts receivable
|
(10,086
|
)
|
|
(8,236
|
)
|
||
Total gross deferred tax liabilities
|
(899,041
|
)
|
|
(764,984
|
)
|
||
Net deferred tax liability
|
$
|
(683,846
|
)
|
|
$
|
(561,176
|
)
|
|
|
|
|
||||
Classified as follows in the Consolidated Balance Sheets:
|
|
|
|
||||
Other assets and deferred charges
|
$
|
26,327
|
|
|
$
|
14,533
|
|
Deferred income taxes
|
(710,173
|
)
|
|
(575,709
|
)
|
||
|
$
|
(683,846
|
)
|
|
$
|
(561,176
|
)
|
|
Continuing
|
|
Discontinued
|
|
Total
|
||||||
Unrecognized tax benefits at January 1, 2014
|
$
|
65,226
|
|
|
$
|
13,214
|
|
|
$
|
78,440
|
|
Additions based on tax positions related to the current year
|
11,751
|
|
|
14
|
|
|
11,765
|
|
|||
Additions for tax positions of prior years
|
1,065
|
|
|
499
|
|
|
1,564
|
|
|||
Reductions for tax positions of prior years
|
(5,782
|
)
|
|
(265
|
)
|
|
(6,047
|
)
|
|||
Settlements
|
(843
|
)
|
|
(155
|
)
|
|
(998
|
)
|
|||
Lapse of statutes
|
(5,050
|
)
|
|
(2,585
|
)
|
|
(7,635
|
)
|
|||
Unrecognized tax benefits at December 31, 2014
|
66,367
|
|
|
10,722
|
|
|
77,089
|
|
|||
Additions based on tax positions related to the current year
|
17,131
|
|
|
—
|
|
|
17,131
|
|
|||
Additions for tax positions of prior years
|
2,900
|
|
|
—
|
|
|
2,900
|
|
|||
Reductions for tax positions of prior years
(1)
|
(17,135
|
)
|
|
—
|
|
|
(17,135
|
)
|
|||
Settlements
|
(1,153
|
)
|
|
—
|
|
|
(1,153
|
)
|
|||
Lapse of statutes
|
(12,744
|
)
|
|
—
|
|
|
(12,744
|
)
|
|||
Unrecognized tax benefits at December 31, 2015
|
55,366
|
|
|
10,722
|
|
|
66,088
|
|
|||
Additions based on tax positions related to the current year
|
7,929
|
|
|
—
|
|
|
7,929
|
|
|||
Additions for tax positions of prior years
|
9,076
|
|
|
—
|
|
|
9,076
|
|
|||
Reductions for tax positions of prior years
|
(3,067
|
)
|
|
—
|
|
|
(3,067
|
)
|
|||
Settlements
|
(3,106
|
)
|
|
—
|
|
|
(3,106
|
)
|
|||
Lapse of statutes
|
(6,605
|
)
|
|
—
|
|
|
(6,605
|
)
|
|||
Unrecognized tax benefits at December 31, 2016
|
$
|
59,593
|
|
(2)
|
$
|
10,722
|
|
(3)
|
$
|
70,315
|
|
(1)
|
The settlement of certain income tax examinations of 2011 and 2012 tax years (in the year ended December 31, 2015) resulted in a significant decrease in unrecognized tax benefits.
|
(2)
|
If recognized, the net amount of potential tax benefits that would impact the Company’s effective tax rate is
$55.3 million
. During the years ended December 31,
2016
,
2015
and
2014
, the Company recorded expense (income) of
$0.7 million
,
$(4.3) million
and
$(1.3) million
, respectively, as a component of provision for income taxes related to the accrued interest and penalties on unrecognized tax benefits. The Company had accrued interest and penalties of
$14.6 million
at December 31,
2016
and
$13.9 million
at December 31,
2015
, which are not included in the above table.
|
(3)
|
The Company had recorded
$10.7 million
of unrecognized tax benefits related to operations previously classified as discontinued operations. Upon disposal of the discontinued operations, these unrecognized tax benefits were transferred to continuing operations. If recognized, the potential tax benefits will be recorded in continuing operations.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Pre-tax compensation expense
|
$
|
21,015
|
|
|
$
|
30,697
|
|
|
$
|
31,628
|
|
Tax benefit
|
(7,399
|
)
|
|
(10,877
|
)
|
|
(11,201
|
)
|
|||
Total stock-based compensation expense, net of tax
|
$
|
13,616
|
|
|
$
|
19,820
|
|
|
$
|
20,427
|
|
|
2016
|
|
2015
|
|
2014
|
|
||||||
Risk-free interest rate
|
1.05
|
%
|
|
1.51
|
%
|
|
1.70
|
%
|
|
|||
Dividend yield
|
3.09
|
%
|
|
2.24
|
%
|
|
1.98
|
%
|
|
|||
Expected life (years)
|
4.6
|
|
|
5.1
|
|
|
5.3
|
|
|
|||
Volatility
|
26.17
|
%
|
|
27.19
|
%
|
|
30.81
|
%
|
|
|||
Grant price
|
$
|
57.25
|
|
|
$
|
73.28
|
|
|
$
|
82.51
|
|
|
Fair value at date of grant
|
$
|
9.25
|
|
|
$
|
14.55
|
|
|
$
|
19.84
|
|
(1)
|
(1)
|
Updated to reflect the modification of grants issued prior to 2014 in connection with the separation of Knowles.
|
|
SARs
|
|||||||
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (Years)
|
|||
Outstanding at January 1, 2016
|
7,810,593
|
|
|
$
|
57.32
|
|
|
|
Granted
|
1,346,354
|
|
|
57.25
|
|
|
|
|
Forfeited / expired
|
(400,942
|
)
|
|
68.67
|
|
|
|
|
Exercised
|
(1,502,178
|
)
|
|
46.15
|
|
|
|
|
Outstanding at December 31, 2016
|
7,253,827
|
|
|
59.00
|
|
|
5.9
|
|
|
|
|
|
|
|
|||
Exercisable at December 31, 2016
|
4,326,534
|
|
|
$
|
51.98
|
|
|
4.3
|
|
|
SARs Outstanding
|
|
SARs Exercisable
|
||||||||||||||||||||||
Range of Exercise Prices
|
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Life
in Years
|
|
Aggregate Intrinsic Value
|
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Life
in Years
|
|
Aggregate Intrinsic Value
|
||||||||||
$25.96 - $37.79
|
|
1,319,998
|
|
|
$
|
33.99
|
|
|
2.6
|
|
$
|
54,043
|
|
|
1,319,998
|
|
|
$
|
33.99
|
|
|
2.6
|
|
$
|
54,043
|
|
$40.54 - $58.69
|
|
3,084,531
|
|
|
$
|
57.67
|
|
|
6.3
|
|
53,247
|
|
|
1,879,310
|
|
|
$
|
57.94
|
|
|
4.7
|
|
31,698
|
|
||
$63.33 - $82.51
|
|
2,849,298
|
|
|
$
|
72.02
|
|
|
7.1
|
|
14,383
|
|
|
1,127,226
|
|
|
$
|
63.36
|
|
|
6.1
|
|
12,836
|
|
||
|
|
7,253,827
|
|
|
|
|
|
|
$
|
121,673
|
|
|
4,326,534
|
|
|
|
|
|
|
$
|
98,577
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
SARs
|
|
|
|
|
|
||||||
Fair value of SARs that became exercisable
|
$
|
24,843
|
|
|
$
|
25,380
|
|
|
$
|
26,796
|
|
Aggregate intrinsic value of SARs exercised
|
$
|
34,916
|
|
|
$
|
14,560
|
|
|
$
|
51,813
|
|
|
|
|
|
|
|
||||||
Stock Options
|
|
|
|
|
|
||||||
Cash received by Dover for exercise of stock options
|
$
|
—
|
|
|
$
|
1,468
|
|
|
$
|
5,227
|
|
Aggregate intrinsic value of options exercised
|
$
|
—
|
|
|
$
|
1,649
|
|
|
$
|
8,614
|
|
|
Performance shares
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Fair value per share at date of grant
|
$
|
57.25
|
|
|
$
|
73.28
|
|
|
$
|
82.51
|
|
Average attainment rate reflected in expense
|
1.20
|
%
|
|
0
|
%
|
|
11.55
|
%
|
|
Number of Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Unvested at January 1, 2016
|
116,060
|
|
|
$
|
77.61
|
|
Granted
|
79,561
|
|
|
57.25
|
|
|
Forfeited
|
(28,126
|
)
|
|
70.29
|
|
|
Vested
|
(45,329
|
)
|
|
82.51
|
|
|
Unvested at December 31, 2016
|
122,166
|
|
|
$
|
65.29
|
|
|
Number of Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Unvested at January 1, 2016
|
254,572
|
|
|
$
|
75.07
|
|
Granted
|
249,263
|
|
|
57.25
|
|
|
Forfeited
|
(38,391
|
)
|
|
63.96
|
|
|
Vested
|
(128,898
|
)
|
|
73.81
|
|
|
Unvested at December 31, 2016
|
336,546
|
|
|
$
|
64.74
|
|
|
Years ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Aggregate shares granted
|
21,023
|
|
|
21,205
|
|
|
17,331
|
|
Shares deferred
|
(11,882
|
)
|
|
(11,196
|
)
|
|
(8,904
|
)
|
Shares withheld to satisfy tax obligations
|
—
|
|
|
—
|
|
|
(210
|
)
|
Net shares issued
|
9,141
|
|
|
10,009
|
|
|
8,217
|
|
|
Operating
|
|
Capital
|
||||
2017
|
$
|
61,638
|
|
|
$
|
3,122
|
|
2018
|
53,454
|
|
|
1,901
|
|
||
2019
|
37,733
|
|
|
1,333
|
|
||
2020
|
25,567
|
|
|
1,089
|
|
||
2021
|
17,897
|
|
|
955
|
|
||
Thereafter
|
58,782
|
|
|
5,230
|
|
||
Total
|
$
|
255,071
|
|
|
$
|
13,630
|
|
|
Qualified Defined Benefits
|
|
Non-Qualified Supplemental Benefits
|
|
Other Post-Retirement Benefits
|
||||||||||||||||||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
|
|
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Benefit obligation at beginning of year
|
$
|
527,667
|
|
|
$
|
575,576
|
|
|
$
|
245,986
|
|
|
$
|
265,023
|
|
|
$
|
125,311
|
|
|
$
|
137,999
|
|
|
$
|
10,885
|
|
|
$
|
13,943
|
|
Service cost
|
13,913
|
|
|
15,661
|
|
|
5,590
|
|
|
6,613
|
|
|
2,959
|
|
|
3,739
|
|
|
52
|
|
|
163
|
|
||||||||
Interest cost
|
23,046
|
|
|
23,163
|
|
|
5,593
|
|
|
5,885
|
|
|
5,268
|
|
|
5,063
|
|
|
403
|
|
|
512
|
|
||||||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
1,223
|
|
|
1,555
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
417
|
|
||||||||
Benefits paid
|
(32,341
|
)
|
|
(51,126
|
)
|
|
(7,870
|
)
|
|
(8,399
|
)
|
|
(16,643
|
)
|
|
(12,845
|
)
|
|
(767
|
)
|
|
(1,148
|
)
|
||||||||
Actuarial loss (gain)
|
2,980
|
|
|
(33,199
|
)
|
|
22,909
|
|
|
(5,018
|
)
|
|
(6,449
|
)
|
|
(8,645
|
)
|
|
(2,343
|
)
|
|
(785
|
)
|
||||||||
Business (dispositions) acquisitions
|
—
|
|
|
—
|
|
|
(4,420
|
)
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
4,367
|
|
|
—
|
|
||||||||
Amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,063
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,049
|
)
|
||||||||
Settlements and curtailments
|
—
|
|
|
(2,942
|
)
|
|
(3,262
|
)
|
|
(2,753
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,168
|
)
|
||||||||
Currency translation and other
|
34
|
|
|
534
|
|
|
(22,266
|
)
|
|
(11,751
|
)
|
|
—
|
|
|
—
|
|
|
(436
|
)
|
|
—
|
|
||||||||
Benefit obligation at end of year
|
535,299
|
|
|
527,667
|
|
|
243,483
|
|
|
245,986
|
|
|
110,446
|
|
|
125,311
|
|
|
12,263
|
|
|
10,885
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
552,817
|
|
|
601,376
|
|
|
159,436
|
|
|
163,510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Actual return on plan assets
|
42,088
|
|
|
2,567
|
|
|
10,317
|
|
|
2,369
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Company contributions
|
—
|
|
|
—
|
|
|
8,383
|
|
|
8,366
|
|
|
16,643
|
|
|
12,845
|
|
|
665
|
|
|
731
|
|
||||||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
1,223
|
|
|
1,555
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
417
|
|
||||||||
Benefits paid
|
(32,341
|
)
|
|
(51,126
|
)
|
|
(7,870
|
)
|
|
(8,399
|
)
|
|
(16,643
|
)
|
|
(12,845
|
)
|
|
(767
|
)
|
|
(1,148
|
)
|
||||||||
Business (dispositions) acquisitions
|
—
|
|
|
—
|
|
|
(3,967
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Settlements and curtailments
|
—
|
|
|
—
|
|
|
(3,262
|
)
|
|
(2,753
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Currency translation
|
—
|
|
|
—
|
|
|
(15,746
|
)
|
|
(5,212
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fair value of plan assets at end of year
|
562,564
|
|
|
552,817
|
|
|
148,514
|
|
|
159,436
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Funded (Unfunded) status
|
$
|
27,265
|
|
|
$
|
25,150
|
|
|
$
|
(94,969
|
)
|
|
$
|
(86,550
|
)
|
|
$
|
(110,446
|
)
|
|
$
|
(125,311
|
)
|
|
$
|
(12,263
|
)
|
|
$
|
(10,885
|
)
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Assets and Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other assets and deferred charges
|
$
|
27,265
|
|
|
$
|
25,150
|
|
|
$
|
706
|
|
|
$
|
2,064
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued compensation and employee benefits
|
—
|
|
|
—
|
|
|
(1,235
|
)
|
|
(1,433
|
)
|
|
(20,032
|
)
|
|
(27,361
|
)
|
|
(849
|
)
|
|
(921
|
)
|
||||||||
Other liabilities (deferred compensation)
|
—
|
|
|
—
|
|
|
(94,440
|
)
|
|
(87,181
|
)
|
|
(90,414
|
)
|
|
(97,950
|
)
|
|
(11,414
|
)
|
|
(9,964
|
)
|
||||||||
Total assets and liabilities
|
27,265
|
|
|
25,150
|
|
|
(94,969
|
)
|
|
(86,550
|
)
|
|
(110,446
|
)
|
|
(125,311
|
)
|
|
(12,263
|
)
|
|
(10,885
|
)
|
||||||||
Accumulated Other Comprehensive Loss (Earnings):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net actuarial losses (gains)
|
103,410
|
|
|
110,163
|
|
|
73,023
|
|
|
59,953
|
|
|
(15,565
|
)
|
|
(9,678
|
)
|
|
(1,921
|
)
|
|
(1,347
|
)
|
||||||||
Prior service cost (credit)
|
1,482
|
|
|
2,215
|
|
|
(3,925
|
)
|
|
(4,095
|
)
|
|
18,187
|
|
|
24,454
|
|
|
43
|
|
|
(999
|
)
|
||||||||
Net asset at transition, other
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Deferred taxes
|
(36,712
|
)
|
|
(39,333
|
)
|
|
(15,719
|
)
|
|
(13,569
|
)
|
|
(920
|
)
|
|
(5,173
|
)
|
|
598
|
|
|
762
|
|
||||||||
Total accumulated other comprehensive loss (earnings), net of tax
|
68,180
|
|
|
73,045
|
|
|
53,323
|
|
|
42,237
|
|
|
1,702
|
|
|
9,603
|
|
|
(1,280
|
)
|
|
(1,584
|
)
|
||||||||
Net amount recognized at December 31,
|
$
|
95,445
|
|
|
$
|
98,195
|
|
|
$
|
(41,646
|
)
|
|
$
|
(44,313
|
)
|
|
$
|
(108,744
|
)
|
|
$
|
(115,708
|
)
|
|
$
|
(13,543
|
)
|
|
$
|
(12,469
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligations
|
$
|
512,707
|
|
|
$
|
498,899
|
|
|
$
|
231,903
|
|
|
$
|
232,924
|
|
|
$
|
101,286
|
|
|
$
|
114,817
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
||||
Projected benefit obligation (PBO)
|
$
|
346,710
|
|
|
$
|
333,994
|
|
Accumulated benefit obligation (ABO)
|
325,969
|
|
|
311,300
|
|
||
Fair value of plan assets
|
140,589
|
|
|
120,069
|
|
|
Qualified Defined Benefits
|
|
Non-Qualified Supplemental Benefits
|
||||||||||||||||||||||||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
(1)
|
|
|||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
Service cost
|
$
|
13,913
|
|
|
$
|
15,661
|
|
|
$
|
13,801
|
|
|
$
|
5,590
|
|
|
$
|
6,613
|
|
|
$
|
6,027
|
|
|
$
|
2,959
|
|
|
$
|
3,739
|
|
|
$
|
3,320
|
|
Interest cost
|
23,046
|
|
|
23,163
|
|
|
25,204
|
|
|
5,593
|
|
|
5,885
|
|
|
8,222
|
|
|
5,268
|
|
|
5,063
|
|
|
6,148
|
|
|||||||||
Expected return on plan assets
|
(38,793
|
)
|
|
(41,571
|
)
|
|
(41,594
|
)
|
|
(7,830
|
)
|
|
(7,990
|
)
|
|
(8,498
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost (credit)
|
733
|
|
|
897
|
|
|
1,083
|
|
|
(397
|
)
|
|
89
|
|
|
107
|
|
|
6,266
|
|
|
6,927
|
|
|
7,775
|
|
|||||||||
Recognized actuarial loss (gain)
|
6,437
|
|
|
12,620
|
|
|
8,289
|
|
|
2,658
|
|
|
2,647
|
|
|
903
|
|
|
(560
|
)
|
|
286
|
|
|
(428
|
)
|
|||||||||
Transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement and curtailment loss (gain)
(2)
|
—
|
|
|
810
|
|
|
10,279
|
|
|
1,103
|
|
|
(184
|
)
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total net periodic benefit cost
|
$
|
5,371
|
|
|
$
|
11,580
|
|
|
$
|
17,062
|
|
|
$
|
6,721
|
|
|
$
|
7,064
|
|
|
$
|
6,726
|
|
|
$
|
13,933
|
|
|
$
|
16,015
|
|
|
$
|
16,815
|
|
(1)
|
Net periodic benefit cost for non-U.S. plans includes
$55
of expense for the year ended December 31, 2014, relating to plans sponsored by Knowles that were distributed as part of the separation on February 28, 2014.
|
(2)
|
The
$6,675
of the 2014 settlement loss on the U.S. Plan is attributable to Knowles participants in the Dover Defined Benefit Plan and has therefore, been reflected in the results of discontinued operations. The remaining
$3,604
of this settlement loss has been reflected in the results of continuing operations.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
52
|
|
|
$
|
163
|
|
|
$
|
249
|
|
Interest cost
|
403
|
|
|
512
|
|
|
627
|
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Prior service cost (credit)
|
7
|
|
|
(372
|
)
|
|
(409
|
)
|
|||
Recognized actuarial loss (gain)
|
5
|
|
|
(30
|
)
|
|
54
|
|
|||
Other
|
—
|
|
|
(679
|
)
|
|
233
|
|
|||
Total net periodic cost (benefit)
|
$
|
467
|
|
|
$
|
(406
|
)
|
|
$
|
754
|
|
|
Qualified Defined Benefits
|
|
Non-Qualified Supplemental Benefits
|
|
Other Post-Retirement Benefits
|
||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
|
|
|||||||||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Prior service cost (credit)
|
$
|
427
|
|
|
$
|
(408
|
)
|
|
$
|
4,411
|
|
|
$
|
7
|
|
Recognized actuarial loss (gain)
|
5,582
|
|
|
3,303
|
|
|
(1,192
|
)
|
|
(161
|
)
|
||||
Transition obligation
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
6,009
|
|
|
$
|
2,899
|
|
|
$
|
3,219
|
|
|
$
|
(154
|
)
|
|
Qualified Defined Benefits
|
|
Non-Qualified Supplemental Benefits
|
|
Other Post-Retirement Benefits
|
||||||||||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
|
|
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Discount rate
|
4.10
|
%
|
|
4.40
|
%
|
|
2.06
|
%
|
|
2.32
|
%
|
|
3.90
|
%
|
|
3.90
|
%
|
|
6.49
|
%
|
(1)
|
4.00
|
%
|
Average wage increase
|
4.00
|
%
|
|
4.00
|
%
|
|
2.34
|
%
|
|
2.25
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
na
|
|
|
na
|
|
Ultimate medical trend rate
|
na
|
|
|
na
|
|
|
na
|
|
|
na
|
|
|
na
|
|
|
na
|
|
|
5.00
|
%
|
|
5.00
|
%
|
(1)
|
The 2016 post-retirement benefit discount rate reflects the acquisition of a plan in Brazil.
|
|
Qualified Defined Benefits
|
|
Non- Qualified Supplemental Benefits
|
|
Other Post-Retirement Benefits
|
||||||||||||||||||||||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
|
|
|||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Discount rate
|
4.40
|
%
|
|
4.05
|
%
|
|
4.90
|
%
|
|
2.32
|
%
|
|
2.31
|
%
|
|
3.53
|
%
|
|
4.18
|
%
|
|
3.96
|
%
|
|
4.77
|
%
|
|
4.00
|
%
|
|
3.75
|
%
|
|
4.45
|
%
|
Average wage increase
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
2.25
|
%
|
|
2.50
|
%
|
|
2.86
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
na
|
|
|
na
|
|
|
na
|
|
Expected return on plan assets
|
7.25
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
4.95
|
%
|
|
4.85
|
%
|
|
5.35
|
%
|
|
na
|
|
|
na
|
|
|
na
|
|
|
na
|
|
|
na
|
|
|
na
|
|
|
2016
|
|
2015
|
|
Current Target
|
|||
Equity securities
|
57
|
%
|
|
57
|
%
|
|
58
|
%
|
Fixed income
|
35
|
%
|
|
33
|
%
|
|
35
|
%
|
Real estate and other
|
8
|
%
|
|
10
|
%
|
|
7
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
U.S. Plan
|
||||||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Total Fair Value
|
||||||||||||
Common stocks
|
$
|
161,426
|
|
|
$
|
—
|
|
|
$
|
161,426
|
|
|
$
|
157,796
|
|
|
$
|
—
|
|
|
$
|
157,796
|
|
Mutual funds
|
43,272
|
|
|
—
|
|
|
43,272
|
|
|
39,159
|
|
|
—
|
|
|
39,159
|
|
||||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate bonds
|
—
|
|
|
60,638
|
|
|
60,638
|
|
|
—
|
|
|
59,964
|
|
|
59,964
|
|
||||||
Government securities
|
5,901
|
|
|
109,888
|
|
|
115,789
|
|
|
47,426
|
|
|
74,953
|
|
|
122,379
|
|
||||||
Interest-bearing cash and short-term investments
|
11,200
|
|
|
—
|
|
|
11,200
|
|
|
6,751
|
|
|
—
|
|
|
6,751
|
|
||||||
Total investments at fair value
|
221,799
|
|
|
170,526
|
|
|
392,325
|
|
|
251,132
|
|
|
134,917
|
|
|
386,049
|
|
||||||
Investments measured at net asset value*
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Collective trusts
|
—
|
|
|
—
|
|
|
124,456
|
|
|
—
|
|
|
—
|
|
|
124,128
|
|
||||||
Real estate investments
|
—
|
|
|
—
|
|
|
45,494
|
|
|
—
|
|
|
—
|
|
|
42,391
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
289
|
|
|
—
|
|
|
—
|
|
|
249
|
|
||||||
Total investments
|
$
|
221,799
|
|
|
$
|
170,526
|
|
|
$
|
562,564
|
|
|
$
|
251,132
|
|
|
$
|
134,917
|
|
|
$
|
552,817
|
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||||||||||
Common stocks
|
$
|
25,037
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,037
|
|
|
$
|
23,113
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,113
|
|
Fixed income investments
|
—
|
|
|
53,210
|
|
|
—
|
|
|
53,210
|
|
|
—
|
|
|
48,523
|
|
|
—
|
|
|
48,523
|
|
||||||||
Common stock funds
|
—
|
|
|
46,565
|
|
|
—
|
|
|
46,565
|
|
|
—
|
|
|
45,058
|
|
|
—
|
|
|
45,058
|
|
||||||||
Collective funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,978
|
|
|
—
|
|
|
23,978
|
|
||||||||
Real estate funds
|
—
|
|
|
—
|
|
|
8,626
|
|
|
8,626
|
|
|
—
|
|
|
—
|
|
|
8,904
|
|
|
8,904
|
|
||||||||
Cash and cash equivalents
|
104
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
829
|
|
|
—
|
|
|
—
|
|
|
829
|
|
||||||||
Other
|
—
|
|
|
4,599
|
|
|
10,373
|
|
|
14,972
|
|
|
—
|
|
|
9,031
|
|
|
—
|
|
|
9,031
|
|
||||||||
Total
|
$
|
25,141
|
|
|
$
|
104,374
|
|
|
$
|
18,999
|
|
|
$
|
148,514
|
|
|
$
|
23,942
|
|
|
$
|
126,590
|
|
|
$
|
8,904
|
|
|
$
|
159,436
|
|
|
Level 3
|
||
Balance at January 1, 2015
|
$
|
9,976
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at December 31, 2015
|
116
|
|
|
Purchases
|
5,629
|
|
|
Sales
|
(6,817
|
)
|
|
Balance at December 31, 2015
|
8,904
|
|
|
Actual return on plan assets:
|
|
||
Relating to assets sold during the period
|
16
|
|
|
Relating to assets still held at December 31, 2016
|
238
|
|
|
Business acquisition
|
4,941
|
|
|
Purchases
|
6,490
|
|
|
Sales
|
(1,590
|
)
|
|
Balance at December 31, 2016
|
$
|
18,999
|
|
|
Qualified Defined Benefits
|
|
Non-Qualified Supplemental Benefits
|
|
Other Post-Retirement Benefits
|
||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
|
|
|||||||||||
2017
|
$
|
35,717
|
|
|
$
|
6,445
|
|
|
$
|
20,428
|
|
|
$
|
873
|
|
2018
|
37,748
|
|
|
6,478
|
|
|
6,762
|
|
|
890
|
|
||||
2019
|
37,233
|
|
|
6,673
|
|
|
9,401
|
|
|
909
|
|
||||
2020
|
40,553
|
|
|
6,759
|
|
|
7,054
|
|
|
935
|
|
||||
2021
|
41,433
|
|
|
7,563
|
|
|
14,671
|
|
|
934
|
|
||||
2022 - 2026
|
194,653
|
|
|
42,412
|
|
|
30,670
|
|
|
4,955
|
|
Year Ended December 31, 2016
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||
Foreign currency translation adjustments
|
$
|
(86,876
|
)
|
|
$
|
(18,827
|
)
|
|
$
|
(105,703
|
)
|
Pension and other postretirement benefit plans
|
5,936
|
|
|
(4,560
|
)
|
|
1,376
|
|
|||
Changes in fair value of cash flow hedges
|
860
|
|
|
(301
|
)
|
|
559
|
|
|||
Other
|
(1,119
|
)
|
|
134
|
|
|
(985
|
)
|
|||
Total other comprehensive loss
|
$
|
(81,199
|
)
|
|
$
|
(23,554
|
)
|
|
$
|
(104,753
|
)
|
Year Ended December 31, 2015
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||
Foreign currency translation adjustments
|
$
|
(108,748
|
)
|
|
$
|
(11,646
|
)
|
|
$
|
(120,394
|
)
|
Pension and other postretirement benefit plans
|
35,727
|
|
|
(11,791
|
)
|
|
23,936
|
|
|||
Changes in fair value of cash flow hedges
|
(671
|
)
|
|
235
|
|
|
(436
|
)
|
|||
Other
|
1,423
|
|
|
(171
|
)
|
|
1,252
|
|
|||
Total other comprehensive loss
|
$
|
(72,269
|
)
|
|
$
|
(23,373
|
)
|
|
$
|
(95,642
|
)
|
Year Ended December 31, 2014
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||
Foreign currency translation adjustments
|
$
|
(131,420
|
)
|
|
$
|
(19,523
|
)
|
|
$
|
(150,943
|
)
|
Pension and other postretirement benefit plans
|
(70,705
|
)
|
|
20,994
|
|
|
(49,711
|
)
|
|||
Changes in fair value of cash flow hedges
|
(375
|
)
|
|
131
|
|
|
(244
|
)
|
|||
Other
|
1,067
|
|
|
(128
|
)
|
|
939
|
|
|||
Total other comprehensive (loss) earnings
|
$
|
(201,433
|
)
|
|
$
|
1,474
|
|
|
$
|
(199,959
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Cumulative foreign currency translation adjustments
|
$
|
(240,981
|
)
|
|
$
|
(135,278
|
)
|
Pension and other postretirement benefit plans
|
(121,925
|
)
|
|
(123,301
|
)
|
||
Changes in fair value of cash flow hedges and other
|
3,580
|
|
|
4,006
|
|
||
|
$
|
(359,326
|
)
|
|
$
|
(254,573
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings
|
$
|
508,892
|
|
|
$
|
869,829
|
|
|
$
|
775,235
|
|
Other comprehensive loss
|
(104,753
|
)
|
|
(95,642
|
)
|
|
(199,959
|
)
|
|||
Comprehensive earnings
|
$
|
404,139
|
|
|
$
|
774,187
|
|
|
$
|
575,276
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Pension and other postretirement benefit plans:
|
|
|
|
|
|
||||||
Amortization of actuarial losses
|
$
|
8,544
|
|
|
$
|
15,527
|
|
|
$
|
8,822
|
|
Amortization of prior service costs
|
6,609
|
|
|
7,541
|
|
|
8,556
|
|
|||
Total before tax
|
15,153
|
|
|
23,068
|
|
|
17,378
|
|
|||
Tax expense
|
(5,073
|
)
|
|
(7,768
|
)
|
|
(5,969
|
)
|
|||
Net of tax
|
$
|
10,080
|
|
|
$
|
15,300
|
|
|
$
|
11,409
|
|
Cash flow hedges:
|
|
|
|
|
|
||||||
Net losses (gains) reclassified into earnings
|
$
|
638
|
|
|
$
|
(166
|
)
|
|
$
|
(164
|
)
|
Tax (expense) benefit
|
(223
|
)
|
|
58
|
|
|
57
|
|
|||
Net of tax
|
$
|
415
|
|
|
$
|
(108
|
)
|
|
$
|
(107
|
)
|
•
|
The Energy segment, serving the Drilling & Production, Bearings & Compression and Automation end markets, is a provider of customer-driven solutions and services for safe and efficient production and processing of fuels worldwide and has a strong presence in the bearings and compression components and automation markets.
|
•
|
The Engineered Systems segment is comprised of two platforms, Printing & Identification and Industrials, and is focused on the design, manufacture and service of critical equipment and components serving the fast-moving consumer goods, digital textile printing, vehicle service, environmental solutions and industrials end markets.
|
•
|
The Fluids segment, serving the Fluid Transfer and Pumps end markets, is focused on the safe handling of critical fluids across the retail fueling, chemical, hygienic, oil and gas and industrial end markets.
|
•
|
The Refrigeration & Food Equipment segment is a provider of innovative and energy efficient equipment and systems serving the commercial refrigeration and food equipment end markets.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Energy
|
$
|
1,108,438
|
|
|
$
|
1,483,680
|
|
|
$
|
2,017,239
|
|
Engineered Systems
|
2,366,283
|
|
|
2,342,913
|
|
|
2,385,965
|
|
|||
Fluids
|
1,700,574
|
|
|
1,399,273
|
|
|
1,430,566
|
|
|||
Refrigeration & Food Equipment
|
1,620,339
|
|
|
1,731,430
|
|
|
1,921,189
|
|
|||
Intra-segment eliminations
|
(1,292
|
)
|
|
(985
|
)
|
|
(2,231
|
)
|
|||
Total consolidated revenue
|
$
|
6,794,342
|
|
|
$
|
6,956,311
|
|
|
$
|
7,752,728
|
|
Earnings from continuing operations:
|
|
|
|
|
|
||||||
Segment earnings:
(1)
|
|
|
|
|
|
||||||
Energy
|
$
|
55,336
|
|
|
$
|
173,190
|
|
|
$
|
461,815
|
|
Engineered Systems
|
391,829
|
|
|
376,961
|
|
|
386,998
|
|
|||
Fluids
|
200,921
|
|
|
262,117
|
|
|
251,639
|
|
|||
Refrigeration & Food Equipment
|
283,628
|
|
|
221,299
|
|
|
238,734
|
|
|||
Total segment earnings
|
931,714
|
|
|
1,033,567
|
|
|
1,339,186
|
|
|||
Corporate expense / other
(2)
|
112,740
|
|
|
105,700
|
|
|
117,800
|
|
|||
Interest expense
|
136,401
|
|
|
131,676
|
|
|
131,689
|
|
|||
Interest income
|
(6,759
|
)
|
|
(4,419
|
)
|
|
(4,510
|
)
|
|||
Earnings before provision for income taxes and discontinued operations
|
689,332
|
|
|
800,610
|
|
|
1,094,207
|
|
|||
Provision for income taxes
|
180,440
|
|
|
204,729
|
|
|
316,067
|
|
|||
Earnings from continuing operations
|
$
|
508,892
|
|
|
$
|
595,881
|
|
|
$
|
778,140
|
|
Segment margins:
|
|
|
|
|
|
||||||
Energy
|
5.0
|
%
|
|
11.7
|
%
|
|
22.9
|
%
|
|||
Engineered Systems
|
16.6
|
%
|
|
16.1
|
%
|
|
16.2
|
%
|
|||
Fluids
|
11.8
|
%
|
|
18.7
|
%
|
|
17.6
|
%
|
|||
Refrigeration & Food Equipment
|
17.5
|
%
|
|
12.8
|
%
|
|
12.4
|
%
|
|||
Total Segments
|
13.7
|
%
|
|
14.9
|
%
|
|
17.3
|
%
|
|||
Earnings from continuing operations
|
7.5
|
%
|
|
8.6
|
%
|
|
10.0
|
%
|
|||
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|||
Energy
|
$
|
131,420
|
|
|
$
|
141,779
|
|
|
$
|
111,956
|
|
Engineered Systems
|
73,947
|
|
|
59,914
|
|
|
61,946
|
|
|||
Fluids
|
85,224
|
|
|
56,078
|
|
|
60,903
|
|
|||
Refrigeration & Food Equipment
|
65,017
|
|
|
66,074
|
|
|
68,701
|
|
|||
Corporate
|
5,131
|
|
|
3,244
|
|
|
3,682
|
|
|||
Consolidated total
|
$
|
360,739
|
|
|
$
|
327,089
|
|
|
$
|
307,188
|
|
Capital expenditures:
|
|
|
|
|
|
|
|
|
|||
Energy
|
$
|
32,938
|
|
|
$
|
33,692
|
|
|
$
|
66,998
|
|
Engineered Systems
|
31,121
|
|
|
37,109
|
|
|
29,749
|
|
|||
Fluids
|
62,368
|
|
|
45,605
|
|
|
34,319
|
|
|||
Refrigeration & Food Equipment
|
23,651
|
|
|
33,511
|
|
|
33,510
|
|
|||
Corporate
|
15,127
|
|
|
4,334
|
|
|
1,457
|
|
|||
Consolidated total
|
$
|
165,205
|
|
|
$
|
154,251
|
|
|
$
|
166,033
|
|
(1)
|
Segment earnings includes non-operating income and expense directly attributable to the segments. Non-operating income and expense includes gain on sale of businesses and other income, net.
|
(2)
|
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:
|
2016
|
|
2015
|
||||
Energy
|
$
|
2,209,230
|
|
|
$
|
2,369,600
|
|
Engineered Systems
|
3,002,629
|
|
|
2,741,594
|
|
||
Fluids
|
3,134,838
|
|
|
1,529,333
|
|
||
Refrigeration & Food Equipment
|
1,324,037
|
|
|
1,482,315
|
|
||
Corporate
(3)
|
445,257
|
|
|
483,234
|
|
||
Consolidated total
|
$
|
10,115,991
|
|
|
$
|
8,606,076
|
|
(3)
|
The significant portion of corporate assets are principally cash and cash equivalents.
|
|
Revenue
|
|
Long-Lived Assets
|
||||||||||||||||
|
Years Ended December 31,
|
|
At December 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
||||||||||
United States
|
$
|
3,910,733
|
|
|
$
|
4,270,061
|
|
|
$
|
4,617,813
|
|
|
$
|
640,802
|
|
|
$
|
622,892
|
|
Europe
|
1,261,232
|
|
|
1,059,413
|
|
|
1,251,625
|
|
|
211,238
|
|
|
150,950
|
|
|||||
Other Americas
|
594,838
|
|
|
637,533
|
|
|
794,966
|
|
|
28,288
|
|
|
32,137
|
|
|||||
Asia
|
675,995
|
|
|
626,761
|
|
|
686,511
|
|
|
56,614
|
|
|
38,826
|
|
|||||
Other
|
351,544
|
|
|
362,543
|
|
|
401,813
|
|
|
8,728
|
|
|
9,464
|
|
|||||
Consolidated total
|
$
|
6,794,342
|
|
|
$
|
6,956,311
|
|
|
$
|
7,752,728
|
|
|
$
|
945,670
|
|
|
$
|
854,269
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Earnings from continuing operations
|
$
|
508,892
|
|
|
$
|
595,881
|
|
|
$
|
778,140
|
|
Earnings (losses) from discontinued operations, net
|
—
|
|
|
273,948
|
|
|
(2,905
|
)
|
|||
Net earnings
|
$
|
508,892
|
|
|
$
|
869,829
|
|
|
$
|
775,235
|
|
Basic earnings per common share:
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
3.28
|
|
|
$
|
3.78
|
|
|
$
|
4.67
|
|
Earnings (losses) from discontinued operations, net
|
$
|
—
|
|
|
$
|
1.74
|
|
|
$
|
(0.02
|
)
|
Net earnings
|
$
|
3.28
|
|
|
$
|
5.52
|
|
|
$
|
4.65
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
155,231,000
|
|
|
157,619,000
|
|
|
166,692,000
|
|
|||
Diluted earnings per common share:
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
3.25
|
|
|
$
|
3.74
|
|
|
$
|
4.61
|
|
Earnings (losses) from discontinued operations, net
|
$
|
—
|
|
|
$
|
1.72
|
|
|
$
|
(0.02
|
)
|
Net earnings
|
$
|
3.25
|
|
|
$
|
5.46
|
|
|
$
|
4.59
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
156,636,000
|
|
|
159,172,000
|
|
|
168,842,000
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Weighted average shares outstanding - Basic
|
155,231,000
|
|
|
157,619,000
|
|
|
166,692,000
|
|
Dilutive effect of assumed exercise of employee stock options and SARs and vesting of performance shares and restricted shares
|
1,405,000
|
|
|
1,553,000
|
|
|
2,150,000
|
|
Weighted average shares outstanding - Diluted
|
156,636,000
|
|
|
159,172,000
|
|
|
168,842,000
|
|
|
Continuing Operations
|
|
Net Earnings
|
||||||||||||||||||||||||||||
Quarter
|
Revenue
|
|
Gross Profit
|
|
Earnings
|
|
Per Share - Basic
|
|
Per Share - Diluted
|
|
Net Earnings
|
|
Per Share - Basic
|
|
Per Share - Diluted
|
||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
First
|
$
|
1,622,273
|
|
|
$
|
589,264
|
|
|
$
|
99,356
|
|
|
$
|
0.64
|
|
|
$
|
0.64
|
|
|
$
|
99,356
|
|
|
$
|
0.64
|
|
|
$
|
0.64
|
|
Second
|
1,686,345
|
|
|
631,213
|
|
|
118,290
|
|
|
0.76
|
|
|
0.76
|
|
|
118,290
|
|
|
0.76
|
|
|
0.76
|
|
||||||||
Third
|
1,707,763
|
|
|
631,788
|
|
|
130,084
|
|
|
0.84
|
|
|
0.83
|
|
|
130,084
|
|
|
0.84
|
|
|
0.83
|
|
||||||||
Fourth
|
1,777,961
|
|
|
619,704
|
|
|
161,162
|
|
|
1.04
|
|
|
1.03
|
|
|
161,162
|
|
|
1.04
|
|
|
1.03
|
|
||||||||
|
$
|
6,794,342
|
|
|
$
|
2,471,969
|
|
|
$
|
508,892
|
|
|
$
|
3.28
|
|
|
$
|
3.25
|
|
|
$
|
508,892
|
|
|
$
|
3.28
|
|
|
$
|
3.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
First
|
$
|
1,715,501
|
|
|
$
|
627,159
|
|
|
$
|
117,190
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
|
$
|
209,510
|
|
|
$
|
1.30
|
|
|
$
|
1.28
|
|
Second
|
1,758,628
|
|
|
654,568
|
|
|
155,634
|
|
|
0.98
|
|
|
0.97
|
|
|
332,396
|
|
|
2.10
|
|
|
2.07
|
|
||||||||
Third
|
1,787,582
|
|
|
672,608
|
|
|
186,483
|
|
|
1.20
|
|
|
1.19
|
|
|
186,098
|
|
|
1.20
|
|
|
1.19
|
|
||||||||
Fourth
|
1,694,600
|
|
|
613,809
|
|
|
136,574
|
|
|
0.88
|
|
|
0.87
|
|
|
141,825
|
|
|
0.92
|
|
|
0.91
|
|
||||||||
|
$
|
6,956,311
|
|
|
$
|
2,568,144
|
|
|
$
|
595,881
|
|
|
$
|
3.78
|
|
|
$
|
3.74
|
|
|
$
|
869,829
|
|
|
$
|
5.52
|
|
|
$
|
5.46
|
|
Allowance for Doubtful Accounts
|
|
Balance at
Beginning
of Year
|
|
Charged to Cost and
Expense (A)
|
|
Accounts
Written Off
|
|
Other
|
|
Balance at
End of Year
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2016
|
|
$
|
18,050
|
|
|
10,641
|
|
|
(6,039
|
)
|
|
(637
|
)
|
|
$
|
22,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2015
|
|
$
|
18,894
|
|
|
5,946
|
|
|
(5,665
|
)
|
|
(1,125
|
)
|
|
$
|
18,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2014
|
|
$
|
17,203
|
|
|
4,730
|
|
|
(3,524
|
)
|
|
485
|
|
|
$
|
18,894
|
|
(A) Net of recoveries on previously reserved or written-off balances.
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Deferred Tax Valuation Allowance
|
|
Balance at
Beginning
of Year
|
|
Additions
|
|
Reductions
|
|
Other
|
|
Balance at
End of Year
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2016
|
|
$
|
171,365
|
|
|
118,277
|
|
|
—
|
|
|
—
|
|
|
$
|
289,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2015
|
|
$
|
141,252
|
|
|
30,113
|
|
|
—
|
|
|
—
|
|
|
$
|
171,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2014
|
|
$
|
14,063
|
|
|
133,431
|
|
|
(6,242
|
)
|
|
—
|
|
|
$
|
141,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
LIFO Reserve
|
|
Balance at
Beginning
of Year
|
|
Charged to Cost and Expense
|
|
Reductions
|
|
Other
|
|
Balance at
End of Year
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2016
|
|
$
|
35,835
|
|
|
686
|
|
|
(6,896
|
)
|
|
—
|
|
|
$
|
29,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2015
|
|
$
|
50,769
|
|
|
221
|
|
|
(15,155
|
)
|
|
—
|
|
|
$
|
35,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2014
|
|
$
|
50,705
|
|
|
4,166
|
|
|
(4,102
|
)
|
|
—
|
|
|
$
|
50,769
|
|
(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
|
7,712,539
|
|
|
$
|
59.00
|
|
|
10,480,668
|
|
Equity compensation plans not approved by stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
7,712,539
|
|
|
$
|
59.00
|
|
|
10,480,668
|
|
(1)
|
Column (a) includes shares issuable pursuant to outstanding SARs, restricted stock units and performance share awards under the Company's 2012 Equity and Cash Incentive Plan (the "2012 Plan") and the 2005 Equity and Cash Incentive Plan. Performance shares are subject to satisfaction of the applicable performance criteria over a three-year performance period. Restricted stock unit and performance share awards are not reflected in the weighted exercise price in column (b) as these awards do not have an exercise price.
|
(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 could grant options, 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 10, 2017
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Michael F. Johnston
|
|
Chairman, Board of Directors
|
|
February 10, 2017
|
Michael F. Johnston
|
|
|
|
|
|
|
|
|
|
/s/ Robert A. Livingston
|
|
Chief Executive Officer, President and Director (Principal Executive Officer)
|
|
February 10, 2017
|
Robert A. Livingston
|
|
|
|
|
|
|
|
|
|
/s/ Brad M. Cerepak
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 10, 2017
|
Brad M. Cerepak
|
|
|
|
|
|
|
|
|
|
/s/ Sandra A. Arkell
|
|
Vice President, Controller
(Principal Accounting Officer)
|
|
February 10, 2017
|
Sandra A. Arkell
|
|
|
|
|
|
|
|
|
|
/s/ Peter T. Francis
|
|
Director
|
|
February 10, 2017
|
Peter T. Francis
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Kristiane C. Graham
|
|
Director
|
|
February 10, 2017
|
Kristiane C. Graham
|
|
|
|
|
|
|
|
|
|
/s/ Richard K. Lochridge
|
|
Director
|
|
February 10, 2017
|
Richard K. Lochridge
|
|
|
|
|
|
|
|
|
|
/s/ Bernard G. Rethore
|
|
Director
|
|
February 10, 2017
|
Bernard G. Rethore
|
|
|
|
|
|
|
|
|
|
/s/ Eric A. Spiegel
|
|
Director
|
|
February 10, 2017
|
Eric A. Spiegel
|
|
|
|
|
|
|
|
|
|
/s/ Michael B. Stubbs
|
|
Director
|
|
February 10, 2017
|
Michael B. Stubbs
|
|
|
|
|
|
|
|
|
|
/s/ Richard J. Tobin
|
|
Director
|
|
February 10, 2017
|
Richard J. Tobin
|
|
|
|
|
|
|
|
|
|
/s/ Stephen M. Todd
|
|
Director
|
|
February 10, 2017
|
Stephen M. Todd
|
|
|
|
|
|
|
|
|
|
/s/ Stephen K. Wagner
|
|
Director
|
|
February 10, 2017
|
Stephen K. Wagner
|
|
|
|
|
|
|
|
|
|
/s/ Keith E. Wandell
|
|
Director
|
|
February 10, 2017
|
Keith E. Wandell
|
|
|
|
|
|
|
|
|
|
/s/ Mary A. Winston
|
|
Director
|
|
February 10, 2017
|
Mary A. Winston
|
|
|
|
|
(2.1
|
)
|
Separation and Distribution Agreement, dated February 28, 2014, by and between the Company and Knowles Corporation, filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed March 3, 2014 (SEC File No. 001-04018), is incorporated by reference.
|
(3)(i)
|
|
Fourth Restated Certificate of Incorporation of the Company, filed as Exhibit 3(i)(a) to the Company’s Current Report on Form 8-K filed May 6, 2014 (SEC File No. 001-04018), is incorporated by reference.
|
(3)(ii)
|
|
Amended and Restated By-Laws of the Company, effective as of February 11, 2016, filed as Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed on February 11, 2016 (SEC File No. 001-04018), are incorporated by reference.
|
(4.1)
|
|
Indenture, dated as of June 8, 1998 between the Company and The First National Bank Chicago, as trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 12, 1998 (SEC File No. 001-04018), is incorporated by reference.
|
(4.2)
|
|
Form of 6.65% Debentures due June 1, 2028 ($200,000,000 aggregate principal amount), filed as Exhibit 4.4 to the Company's Current Report on Form 8-K filed June 12, 1998 (SEC File No. 001-04018), is incorporated by reference.
|
(4.3)
|
|
Indenture, dated as of February 8, 2001 between the Company and BankOne Trust Company, N.A., as trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed February 13, 2001 (SEC File No. 001-04018), is incorporated by reference.
|
(4.4)
|
|
First Supplemental Indenture, dated as of October 13, 2005, among the Company, J.P. Morgan Trust Company, National Association, as original trustee, and The Bank of New York, as trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed October 13, 2005 (SEC File No. 001-04018), is incorporated by reference.
|
(4.5)
|
|
Form of 5.375% Debentures due October 15, 2035 ($300,000,000 aggregate principal amount), filed as Exhibit 4.3 to the Company's Current Report on Form 8-K filed October 13, 2005 (SEC File No. 001-04018), is incorporated by reference.
|
(4.6)
|
|
Second Supplemental Indenture, dated as of March 14, 2008, between the Company and The Bank of New York, as trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 14, 2008 (SEC File No. 001-04018), is incorporated by reference.
|
(4.7)
|
|
Form of Global Note representing the 5.45% Notes due March 15, 2018 ($350,000,000 aggregate principal amount), filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed March 14, 2008 (SEC File No. 001-04018), is incorporated by reference.
|
(4.8)
|
|
Form of Global Note representing 6.60% Notes due March 15, 2038 ($250,000,000 aggregate principal amount), filed as Exhibit 4.3 to the Company's Current Report on Form 8-K filed March 14, 2008 (SEC File No. 001-04018), is incorporated by reference.
|
(4.9)
|
|
Third Supplemental Indenture, dated as of February 22, 2011, between the Company and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed February 22, 2011 (SEC File No. 001-04018), is incorporated by reference.
|
(4.10)
|
|
Form of 4.300% Notes due March 1, 2021 ($450,000,000 aggregate principal amount), filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed February 22, 2011 (SEC File No. 001-04018), is incorporated by reference.
|
(4.11)
|
|
Form of 5.375% Notes due March 1, 2041 ($350,000,000 aggregate principal amount), filed as Exhibit 4.3 to the Company's Current Report on Form 8-K filed February 22, 2011 (SEC File No. 001-04018), is incorporated by reference.
|
(4.12)
|
|
Fourth Supplemental Indenture, dated as of December 2, 2013, between the Company and The Bank of New York Mellon, as trustee and The Bank of New York Mellon, London Branch, as paying agent, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed December 3, 2013 (SEC File No. 001-04018), is incorporated by reference.
|
(4.13)
|
|
Form of Global Note representing the 2.125% Notes due 2020 (€300,000,000 aggregate principal amount) (included as Exhibit A to the Fourth Supplemental Indenture), filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed December 3, 2013 (SEC File No. 001-04018), is incorporated by reference.
|
(4.14)
|
|
Fifth Supplemental Indenture, dated as of November 3, 2015, between the Company and J.P. Morgan Trust Company National Association, as trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 3, 2015 (SEC File No. 001-04018), is incorporated by reference.
|
(4.15)
|
|
Form of Global Note representing the 3.150% Notes due 2025 ($400,000,000 aggregate principal amount) (included as Exhibit A to the Fifth Supplemental Indenture), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 3, 2015 (SEC File No. 001-04018), is incorporated by reference.
|
(4.16)
|
|
Sixth Supplemental Indenture, dated as of November 9, 2016, between the Company and J.P. Morgan Trust Company National Association, as trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 9, 2016 (SEC File No. 001-04018), is incorporated by reference.
|
(4.17)
|
|
Form of Global Note representing the 1.250% Notes due 2026 (€600,000,000 aggregate principal amount) (included as Exhibit A to the Sixth Supplemental Indenture), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 9, 2016 (SEC File No. 001-04018), is incorporated by reference.
|
|
The Company agrees to furnish to the Securities and Exchange Commission upon request, a copy of any instrument with respect to long-term debt under which the total amount of securities authorized does not exceed 10 percent of the total consolidated assets of the Company.
|
|
(10.1)
|
|
Dover Corporation Senior Executive Change-in-Control Severance Plan, filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.2)
|
|
Amendment No. 1 to the Dover Corporation 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.*
|
(10.3)
|
|
Dover Corporation Executive Officer Annual Incentive Plan, as amended and restated as of January 1, 2009, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed May 13, 2009 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.4)
|
|
Dover Corporation 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.*
|
(10.5)
|
|
First Amendment and Second Amendment to the Dover Corporation Deferred Compensation Plan, as amended and restated as of January 1, 2009, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2013 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.6)
|
|
Third Amendment, adopted on July 31, 2014 and effective as of January 1, 2014, to the Dover Corporation Deferred Compensation Plan, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.7)
|
|
Fourth Amendment, effective as of January 1, 2015, to the Dover Corporation Deferred Compensation Plan, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.8)
|
|
Fifth Amendment, dated as of October 28, 2015, to the Dover Corporation Deferred Compensation Plan, filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2015 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.9)
|
|
Sixth Amendment, dated as of November 28, 2016, to the Dover Corporation Deferred Compensation Plan.* (1)
|
(10.10)
|
|
Dover Corporation 2005 Equity and Cash Incentive Plan, amended and restated 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.*
|
(10.11)
|
|
Amendment No. 1 to the Dover Corporation 2005 Equity and Cash Incentive Plan (Amended and Restated as of January 1, 2009), filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2014 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.12)
|
|
Amendment No. 1 to the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.13)
|
|
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 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.14)
|
|
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 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.15)
|
|
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(SEC File No. 001-04018), is incorporated by reference.*
|
(10.16)
|
|
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 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.17)
|
|
Dover Corporation 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.*
|
(10.18)
|
|
First Amendment to the Dover Corporation Pension Replacement Plan, as amended and restated as of January 1, 2010, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2013 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.19)
|
|
Second Amendment, dated as of November 28, 2016, to the Dover Corporation Pension Replacement Plan, as amended and restated as of January 1, 2010.* (1)
|
(10.20)
|
|
Dover Corporation 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 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.21)
|
|
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. *
|
(10.22)
|
|
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.*
|
(10.23)
|
|
Dover Corporation 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.*
|
(10.24)
|
|
Amendment No. 2, adopted and effective as of August 6, 2014, to the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.25)
|
|
Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.26)
|
|
Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2014 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.27)
|
|
Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the period ended December 31, 2014 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.28)
|
|
Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2016 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.29)
|
|
Form of award grant letter for cash performance awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.30)
|
|
Form of award grant letter for cash performance awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.27 to the Company's Annual Report on Form 10-K for the period ended December 31, 2014 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.31)
|
|
Form of award grant letter for cash performance awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2016 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.32)
|
|
Form of award grant letter for performance share awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.33)
|
|
Form of award grant letter for performance share awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2014 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.34)
|
|
Form of award grant letter for performance share awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K for the period ended December 31, 2014 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.35)
|
|
Form of award grant letter for performance share awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2016 (SEC File No. 001-04018), is incorporated by reference.*
|
(10.36)
|
|
Form of Restricted Stock Unit Award Letter under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2014 (SEC File No. 001-04018), is incorporated by reference.*
|
|
The Benefits Committee
|
|
By: /s/ Ivonne M. Cabrera
|
|
The Benefits Committee
|
|
By: /s/ Ivonne M. Cabrera
|
Company Name
|
Where Incorporated
|
Domestic
|
|
Accelerated Companies, LLC
|
Delaware
|
Accelerated Process Systems, Inc.
|
Texas
|
Accelerated Production Services, Inc.
|
Delaware
|
Alfred Fueling Systems Inc.
|
Delaware
|
Anman, LLC
|
Delaware
|
Anthony Equity Holdings, Inc.
|
Delaware
|
Anthony Holdings, Inc.
|
Delaware
|
Anthony Mexico Holdings LLC
|
Delaware
|
Anthony North Holdco, Inc.
|
Delaware
|
Anthony Refresh Group, LLC
|
Delaware
|
Anthony Specialty Glass LLC
|
Delaware
|
Anthony TemperBent GP LLC
|
Delaware
|
Anthony, Inc.
|
Delaware
|
Bayne Machine Works, Inc.
|
South Carolina
|
Belvac Production Machinery, Inc.
|
Virginia
|
Canada Organization & Development LLC
|
Delaware
|
CEP Liquidation, LLC
|
Delaware
|
Clove Park Insurance Company
|
New York
|
Colder Products Company
|
Minnesota
|
Cook Compression, LLC
|
Delaware
|
Cook-MFS, Inc.
|
Delaware
|
CP Formation LLC
|
Delaware
|
CPC Europe, Inc.
|
Minnesota
|
CPI Products, Inc.
|
Delaware
|
DD1, Inc.
|
Delaware
|
DDI Properties, Inc.
|
California
|
Delaware Capital Formation, Inc.
|
Delaware
|
Delaware Capital Holdings, Inc.
|
Delaware
|
De-Sta-Co Cylinders, Inc.
|
Delaware
|
DFH Corporation
|
Delaware
|
Dover Artificial Lift International, LLC
|
Delaware
|
Dover Artificial Lift Systems, LLC
|
Oklahoma
|
Dover Artificial Lift, LLC
|
Delaware
|
Dover BMCS Acquisition Corp.
|
Delaware
|
Dover Business Services LLC
|
Delaware
|
Dover DEI Services, Inc.
|
Delaware
|
Dover Energy Automation, LLC
|
Delaware
|
Dover Energy, Inc.
|
Delaware
|
Dover Engineered Systems, Inc.
|
Delaware
|
Dover Europe, Inc.
|
Delaware
|
Dover Fluids, Inc.
|
Delaware
|
Dover Global Holdings, Inc.
|
Delaware
|
Dover International Operations Inc.
|
Delaware
|
Dover International Ventures Inc.
|
Delaware
|
Dover Overseas Ventures, Inc.
|
Delaware
|
Dover PCS Holding LLC
|
Delaware
|
Dover Refrigeration & Food Equipment, Inc.
|
Delaware
|
Dover WSCR Holding LLC
|
Delaware
|
Dover WSCR LLC
|
Delaware
|
Dow-Key Microwave Corporation
|
Delaware
|
DSR BZ Holdings LLC
|
Delaware
|
EOA Systems, Inc.
|
Delaware
|
GAL, LLC
|
Virginia
|
Gala Industries, Incorporated
|
Virginia
|
GIIER, LLC
|
Virginia
|
Harbison-Fischer, Inc.
|
Delaware
|
Hill PHOENIX WIC, LLC
|
Delaware
|
Hill PHOENIX, Inc.
|
Delaware
|
Honetreat Company
|
California
|
Hydro Systems Company
|
Delaware
|
Industrial Motion Control, LLC
|
Delaware
|
Inpro/Seal LLC
|
Delaware
|
JK Group USA, Inc.
|
Tennessee
|
J-TECK U.S.A., Inc.
|
Connecticut
|
K&L Microwave, Inc.
|
Delaware
|
K. S. Boca Inc.
|
Florida
|
Knappco Corporation
|
Delaware
|
KS Formation, Inc.
|
Delaware
|
KS Liquidation, Inc.
|
Texas
|
KSLP Liquidation, L.P.
|
Texas
|
Maag Automatik Inc.
|
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
|
Midland Manufacturing Corp.
|
Delaware
|
MIP Holdings, Inc.
|
Delaware
|
Neptune Chemical Pump Company
|
Delaware
|
Norris Rods, Inc.
|
Delaware
|
Norriseal-WellMark, Inc.
|
Delaware
|
Northern Lights (Nevada), Inc.
|
Nevada
|
Northern Lights Funding LP
|
Delaware
|
Northern Lights Investments LLC
|
Delaware
|
Nova Controls, Inc.
|
Delaware
|
NPS Services, Inc.
|
Delaware
|
Oil Lift Technology, Inc.
|
New Mexico
|
OK International Holdings, Inc.
|
Delaware
|
OK International, Inc.
|
California
|
OPW Engineered Systems, Inc.
|
Delaware
|
OPW Fuel Management Systems, Inc.
|
Delaware
|
OPW Fueling Components Inc.
|
Delaware
|
OPW Fueling Containment Systems, Inc.
|
Delaware
|
PCS Ferguson, Inc.
|
Delaware
|
PDQ Manufacturing, Inc.
|
Delaware
|
Performance Motorsports International, Inc.
|
Delaware
|
Pike Machine Products, Inc.
|
New Jersey
|
PISCES by OPW, Inc.
|
Delaware
|
Pole/Zero Acquisition, Inc.
|
Delaware
|
Pro Rod USA Inc.
|
Delaware
|
Products Flange and Supply, Inc.
|
Texas
|
Provacon, Inc.
|
Delaware
|
PSG Worldwide, Inc.
|
Delaware
|
Quartzdyne Inc.
|
Delaware
|
RAV Equipment U.S.A., Inc.
|
Florida
|
Revod Corporation
|
Delaware
|
Richards Industries, Inc.
|
Delaware
|
Robohand, Inc.
|
Delaware
|
SE Liquidation, LLC
|
Delaware
|
Simmons Sirvey Corporation
|
Delaware
|
Spirit Global Energy Solutions, Inc.
|
Delaware
|
SWEP North America Inc.
|
Delaware
|
Tartan Textile Services, Inc.
|
Delaware
|
The Curotto-Can, LLC
|
Delaware
|
The Heil Co.
|
Delaware
|
Theta Oilfield Services, Inc.
|
Delaware
|
TTSI III, Inc.
|
Delaware
|
Tulsa Winch, Inc.
|
Delaware
|
TXHI, LLC
|
Delaware
|
UAC Corporation
|
Delaware
|
Unified Brands, Inc.
|
Delaware
|
UPCO, Inc.
|
Oklahoma
|
US Synthetic Corporation
|
Delaware
|
Val TemperBent Glass, L.P.
|
Georgia
|
Vehicle Service Group, LLC
|
Delaware
|
Warn Industries, Inc.
|
Delaware
|
Waukesha Bearings Corporation
|
Delaware
|
Wayne Fueling Systems LLC
|
Delaware
|
WellMark Holdings, Inc.
|
Delaware
|
Wilden Pump and Engineering LLC
|
Delaware
|
Windrock Incorporated
|
Tennessee
|
|
|
Foreign
|
|
Accelerated Production Systems Limited
|
England & Wales
|
Advansor A/S
|
Denmark
|
Advansor Dover International (Poland) sp. z o.o
|
Poland
|
Alfred Fueling Systems Holdco Ltd.
|
Cayman Islands
|
Alfred Fueling Systems Intermediate Holdco Ltd.
|
Cayman Islands
|
ALMATEC Maschinenbau GmbH
|
Germany
|
Anthony International Foreign Sales Corp.
|
Barbados
|
Anthony International Holding Company
|
Cayman Islands
|
Anthony Technical Glass (Shanghai) Co. Ltd
|
China
|
Automatik do Brasil Maquinas Para Industria do Plastico Ltda.
|
Brazil
|
Automatik Grundstücksverwaltung GmbH & Co. KG
|
Germany
|
Automatik Plastics Machinery (Taiwan) Ltd.
|
Taiwan
|
Automatik Plastics Machinery Sdn. Bhd.
|
Malaysia
|
Background2 Limited
|
United Kingdom
|
Belvac Middle East FZE
|
Dubai
|
BlitzRotary GmbH
|
Germany
|
BSC Filters Limited
|
United Kingdom
|
Butler Engineering and Marketing S.P.A.
|
Italy
|
Chief Automotive Technologies (Shanghai) Trading Company, Ltd.
|
China
|
Colder Products Company GmbH
|
Germany
|
Colder Products Company LTD
|
Hong Kong
|
Cook Compression BV
|
Netherlands
|
Cook Compression Limited
|
United Kingdom
|
De Sta Co (Asia) Company, Limited
|
Thailand
|
DE-STA-CO Benelux B.V.
|
Netherlands
|
Destaco Ema Industria e Comercio Ltda.
|
Brazil
|
De-Sta-Co Europe GmbH
|
Germany
|
DE-STA-CO FRANCE
|
France
|
DE-STA-CO Shanghai Co. Ltd.
|
China
|
Dover (China) Investment Co., Ltd.
|
China
|
Dover (Schweiz) Holding GmbH
|
Switzerland
|
Dover (Shanghai) Trading Company Ltd.
|
China
|
Dover (Shenzhen) Industrial Equipment Manufacturing Co., Ltd.
|
China
|
Dover (Suzhou) Industrial Equipment Manufacturing Co., Ltd.
|
China
|
Dover Artificial Lift de Mexico, S.A. de C.V.
|
Mexico
|
Dover Artificial Lift Pty. Ltd.
|
Queensland
|
Dover Artificial Lift S.A.
|
Argentina
|
Dover Asia Trading Private Ltd.
|
Singapore
|
Dover Australia Holdings Pty Limited
|
Australia
|
Dover Business Services EMEA Limited
|
Scotland
|
Dover Canada Finance LP
|
Canada
|
Dover Canada ULC Dover Canada S.R.I.
|
British Columbia
|
Dover CLP Formation Limited Partnership
|
British Columbia
|
Dover Corporation Regional Headquarters
|
China
|
Dover CR, spol s r.o.
|
Czech Republic
|
Dover Denmark Holdings ApS
|
Denmark
|
Dover do Brasil Ltda.
|
Brazil
|
Dover EMEA FZE
|
Dubai
|
Dover Energy (Kenya) Limited
|
Kenya
|
Dover Energy UK Ltd
|
England & Wales
|
Dover Engineered Systems UK Ltd
|
England & Wales
|
Dover Europe Sarl
|
Switzerland
|
Dover Fluids UK Ltd
|
United Kingdom
|
Dover France Holdings, S.A.S.
|
France
|
Dover France Participations SAS
|
France
|
Dover France Technologies S.A.S.
|
France
|
Dover Germany GmbH
|
Germany
|
Dover Global Trading Pte. Ltd.
|
Singapore
|
Dover Holdings de Mexico S.A. de C.V.
|
Mexico
|
Dover India Pvt., Ltd.
|
India
|
Dover Intercompany Services UK Limited
|
England & Wales
|
Dover International B.V.
|
Netherlands
|
Dover International ithalat ihracat ve Pazarlama Limited Sirketi
|
Turkey
|
Dover International Ventures Tunisia S.a.r.l.
|
Tunisia
|
Dover Italy Holdings S.r.l.
|
Italy
|
Dover Luxembourg Finance Sarl
|
Luxembourg
|
Dover Luxembourg Participations Sarl
|
Luxembourg
|
Dover Luxembourg S.a.r.l.
|
Luxembourg
|
Dover Luxembourg Services Sarl
|
Luxembourg
|
Dover Middle East LLC
|
Oman
|
Dover Operations South Africa (Pty) Ltd
|
South Africa
|
Dover Pump Solutions Group (Germany) GmbH
|
Germany
|
Dover Refrigeration & Food Equipment UK Ltd
|
United Kingdom
|
Dover Resources International de Mexico S. de R.L. C.V.
|
Mexico
|
Dover Solutions Colombia SAS
|
Colombia
|
Dover Southeast Asia (Thailand) Ltd.
|
Thailand
|
Dover Spain Holdings, S.L.
|
Spain
|
Dover UK Pensions Limited
|
United Kingdom
|
Dresser Wayne Data Technology (Shanghai) Co. Ltd.
|
China
|
Dresser Wayne Fuel Equipment (Shanghai) Co. Ltd.
|
China
|
Ebs-Ray Holdings Pty Ltd
|
New South Wales
|
Ebs-Ray Industries Pty. Ltd.
|
New South Wales
|
Ebs-Ray Pumps Pty. Ltd.
|
New South Wales
|
Fairbanks Environmental Limited
|
England & Wales
|
Ferguson CO. S.A.
|
Belgium
|
Fibrelite Composites Limited
|
England & Wales
|
Fibresec Holdings Limited
|
England & Wales
|
Fibresec Limited
|
England & Wales
|
Finder Oriental (Beijing) Trading Co. Ltd
|
China
|
Finder Pompe S.R.L.
|
Italy
|
Finder United Saudi Arabia Company
|
Saudi Arabia
|
Gala Industries Asia Limited
|
Thailand
|
Gala Kunststoff-und Kautschukmaschinen GmbH
|
Germany
|
Guangdong Tokheim LIYUAN Oil Industry Technology Limited Company
|
China
|
Hard Parts Direct B.V.
|
Netherlands
|
Hill Phoenix Costa Rica, Sociedad De Responsabilidad Limitada
|
Costa Rica
|
Hill Phoenix de Mexico, S.A. de C.V.
|
Mexico
|
Hill Phoenix El Salvador, Limitada de Capital Variable
|
El Salvador
|
Hill Phoenix Guatemala, Sociedad Anonima
|
Guatemala
|
Hill Phoenix Honduras, Sociedad Anonima
|
Honduras
|
Hill Phoenix Nicaragua, Sociedad Anonima
|
Nicaragua
|
Hiltap Fittings Ltd.
|
Canada
|
Hydro Systems Europe, Ltd.
|
United Kingdom
|
Hydronova Australia-NZ Pty Ltd
|
Australia
|
International Trade and Equipment B.V.
|
Netherlands
|
JK Group SPA
|
Italy
|
K&L Microwave DR, Inc.
|
British Virgin Islands
|
Kiian Digital (Shanghai) Co., Ltd.
|
China
|
KPS (Beijing) Petroleum Equipment Trading Co, Ltd.
|
China
|
KPS Asia Sdn. Bhd.
|
Malaysia
|
KPS Fueling Solutions Sdn. Bhd.
|
Malaysia
|
KPS Hong Kong Holding Limited
|
Hong Kong
|
KPS UK Limited
|
England & Wales
|
Lianyngang Jump Petroleum and Chemical Machinery Co., Ltd.
|
China
|
Liquip International Pty Limited
|
Victoria
|
Maag Automatik GmbH
|
Germany
|
Maag Automatik Plastics Machinery (Shanghai) Co. Ltd.
|
China
|
Maag Automatik Srl
|
Italy
|
Maag Pump Systems AG
|
Switzerland
|
Maag Pump Systems SAS
|
France
|
MARKEM (Shanghai) Commercial Co. Ltd.
|
China
|
MARKEM FZ SA
|
Uruguay
|
MARKEM S.A. de C.V.
|
Mexico
|
MARKEM UK Holdings 1 Unlimited
|
United Kingdom
|
MARKEM UK Holdings 2 Limited
|
United Kingdom
|
Markem-Imaje (China) Co., Limited
|
China
|
Markem-Imaje A/S
|
Denmark
|
Markem-Imaje AB
|
Sweden
|
Markem-Imaje AG
|
Switzerland
|
Markem-Imaje AS
|
Norway
|
Markem-Imaje B.V.
|
Netherlands
|
Markem-Imaje Co., Ltd.
|
South Korea
|
Markem-Imaje CSAT GmbH
|
Germany
|
Markem-Imaje GmbH
|
Germany
|
Markem-Imaje Holding
|
France
|
Markem-Imaje Identificacao de Produtos Ltda.
|
Brazil
|
Markem-Imaje Inc.
|
Canada
|
Markem-Imaje India Private Limited
|
India
|
Markem-Imaje Industries
|
France
|
Markem-Imaje Industries Limited
|
United Kingdom
|
Markem-Imaje KK
|
Japan
|
Markem-Imaje Limited
|
Hong Kong
|
Markem-Imaje Limited
|
United Kingdom
|
Markem-Imaje LLC
|
Russian Federation
|
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.U
|
Spain
|
Markem-Imaje Unipessoal, Lda (Portugal)
|
Portugal
|
Markpoint Holding AB
|
Sweden
|
Mouvex SASU
|
France
|
MS Printing Solutions S.R.L.
|
Italy
|
Norris Production Solutions Middle East LLC
|
Oman
|
Officine Meccaniche Sirio S.R.L.
|
Italy
|
Oil Lift Technology Inc.
|
Alberta
|
Oil Lift Technology SAS
|
Colombia
|
OK International (UK) Ltd.
|
United Kingdom
|
OPW Fluid Transfer Group Europe B.V.
|
Netherlands
|
OPW France
|
France
|
OPW Fueling Components (SuZhou) Co., Ltd.
|
China
|
OPW Iberia Sociedad Limitada
|
Spain
|
OPW Malaysia Sdn. Bhd.
|
Malaysia
|
OPW Slovakia s.r.o.
|
Slovakia
|
OPW Sweden AB
|
Sweden
|
PCS Ferguson Canada Inc.
|
Alberta
|
Petro Vend, Inc. [Poland]
|
Poland
|
PMI Europe B.V
|
Netherlands
|
Precision Brasil Equipamentos E Servicos Para Postos De Combustiveis Ltda.
|
Brazil
|
Precision Service - Servicos De Manutencao E Instalacao De Postos De Abastecimento De Combustivel Ltda.
|
Brazil
|
Pro-Rod Inc.
|
Alberta
|
PSG (Shanghai) Co., Ltd
|
China
|
PSG (Tianjin) Co., Ltd.
|
China
|
Pullmaster Winch Corporation
|
British Columbia
|
Rav Equipment UK Limited
|
England & Wales
|
RAV Equipos Espana, S.L.
|
Spain
|
RAV France
|
France
|
Ravaglioli Deutschland GmbH
|
Germany
|
Ravaglioli S.P.A.
|
Italy
|
Reduction Engineering GmbH
|
Germany
|
Revod Finance Ireland Limited
|
Ireland
|
Revod Luxembourg S.a.r.l.
|
Luxembourg
|
Revod SAS
|
France
|
Revod Sweden AB
|
Sweden
|
Rotary Lift Consolidated (Haimen) Co., Ltd
|
China
|
Scheer Pelletizing Systems & Machinery (Shanghai) Co., Ltd
|
China
|
Scheer Taiwan Machinery Co., Ltd.
|
Taiwan
|
Space S.R.L.
|
Italy
|
Spirit Global Energy Solutions Canada Ltd.
|
Alberta
|
St. Neots Sheet Metal Co. Limited
|
United Kingdom
|
Start Italiana Petrol Cihazlari Sanayi Ticaret Anonim Sirketi
|
Turkey
|
Start Italiana S.R.L.
|
Italy
|
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
|
Tokheim Belgium
|
Belgium
|
Tokheim China Company Limited
|
Hong Kong
|
Tokheim GmbH
|
Germany
|
Tokheim Group
|
France
|
Tokheim Guardian Venture Sdn. Bhd
|
Malaysia
|
Tokheim Hengshan Technologies (Guangzhou) Co. Ltd.
|
China
|
Tokheim Holding
|
France
|
Tokheim Holding B.V.
|
Netherlands
|
Tokheim India Private Limited
|
India
|
Tokheim Management 2
|
France
|
Tokheim Netherlands B.V.
|
Netherlands
|
Tokheim Sofitam Applications
|
France
|
Tokheim UK Limited
|
United Kingdom
|
TQC Quantium Quality, S.A. de C.V.
|
Mexico City, District Federal
|
Trans - Logistic Group S.R.L.
|
Italy
|
Vectron Frequency Devices (Shanghai) Co., Ltd
|
China
|
Vos Food Store Equipment Ltd.
|
Ontario
|
Waukesha Bearings Limited
|
United Kingdom
|
Waukesha Bearings Russia LLC
|
Russian Federation
|
Wayne Fuel Management UK Ltd.
|
England & Wales
|
Wayne Fueling Systems (Rus) LLC
|
Russia
|
Wayne Fueling Systems Australia Pty Ltd
|
Australia
|
Wayne Fueling Systems Deutschland GmbH
|
Germany
|
Wayne Fueling Systems India Private Limited
|
India
|
Wayne Fueling Systems Italia SRL
|
Italy
|
Wayne Fueling Systems Ltd.
|
Cayman Islands
|
Wayne Fueling Systems Pte. Ltd.
|
Singapore
|
Wayne Fueling Systems Sweden AB
|
Sweden
|
Wayne Fueling Systems UK Holdco Ltd.
|
England & Wales
|
Wayne Fueling Sytems Canada ULC
|
British Columbia
|
Wayne Industria e Comercio Ltda.
|
Brazil
|
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 10, 2017
|
/s/ Brad M. Cerepak
|
|
|
Brad M. Cerepak
|
|
|
Senior Vice President & Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
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)
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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)
|
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)
|
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):
|
(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
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(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.
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Date:
|
February 10, 2017
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/s/ Robert A. Livingston
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|
|
Robert A. Livingston
|
|
|
President and Chief Executive Officer
|
1.
|
The Company’s Annual Report on Form 10-K for the period ended
December 31, 2016
(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.
|
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 10, 2017
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/s/ Robert A. Livingston
|
|
|
Robert A. Livingston
|
|
|
President and Chief Executive Officer
|
|
|
|
Dated:
|
February 10, 2017
|
/s/ Brad M. Cerepak
|
|
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Brad M. Cerepak
|
|
|
Senior Vice President & Chief Financial Officer
|
|
|
(Principal Financial Officer)
|