Delaware
|
53-0257888
|
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
|
|
3005 Highland Parkway
|
|
Downers Grove, Illinois
|
60515
|
(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
|
|
Accelerated filer
o
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Non-accelerated filer
o
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(Do not check if smaller reporting company)
|
Smaller reporting company
o
|
|
|
Emerging growth company
o
|
Page
|
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|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenue
|
$
|
1,813,372
|
|
|
$
|
1,622,273
|
|
Cost of goods and services
|
1,152,198
|
|
|
1,033,009
|
|
||
Gross profit
|
661,174
|
|
|
589,264
|
|
||
Selling, general and administrative expenses
|
485,290
|
|
|
443,448
|
|
||
Operating earnings
|
175,884
|
|
|
145,816
|
|
||
Interest expense
|
36,409
|
|
|
33,318
|
|
||
Interest income
|
(2,580
|
)
|
|
(1,604
|
)
|
||
Gain on sale of businesses
|
(90,093
|
)
|
|
(11,228
|
)
|
||
Other expense (income), net
|
176
|
|
|
(2,294
|
)
|
||
Earnings before provision for income taxes
|
231,972
|
|
|
127,624
|
|
||
Provision for income taxes
|
59,725
|
|
|
28,268
|
|
||
Net earnings
|
$
|
172,247
|
|
|
$
|
99,356
|
|
Net earnings per share:
|
|
|
|
||||
Basic
|
$
|
1.11
|
|
|
$
|
0.64
|
|
Diluted
|
$
|
1.09
|
|
|
$
|
0.64
|
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
155,540
|
|
|
155,064
|
|
||
Diluted
|
157,399
|
|
|
156,161
|
|
||
Dividends paid per common share
|
$
|
0.44
|
|
|
$
|
0.42
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net earnings
|
$
|
172,247
|
|
|
$
|
99,356
|
|
Other comprehensive earnings (loss), net of tax
|
|
|
|
||||
Foreign currency translation adjustments:
|
|
|
|
||||
Foreign currency translation gains during period
|
39,897
|
|
|
8,769
|
|
||
Reclassification of foreign currency translation losses to earnings upon sale of subsidiaries
|
3,875
|
|
|
—
|
|
||
Total foreign currency translation adjustments
|
43,772
|
|
|
8,769
|
|
||
Pension and other post-retirement benefit plans:
|
|
|
|
||||
Amortization of actuarial losses included in net periodic pension cost
|
1,338
|
|
|
1,409
|
|
||
Amortization of prior service costs included in net periodic pension cost
|
702
|
|
|
1,041
|
|
||
Total pension and other post-retirement benefit plans
|
2,040
|
|
|
2,450
|
|
||
Changes in fair value of cash flow hedges:
|
|
|
|
||||
Unrealized net gains (losses) arising during period
|
78
|
|
|
(49
|
)
|
||
Net gains reclassified into earnings
|
(217
|
)
|
|
(47
|
)
|
||
Total cash flow hedges
|
(139
|
)
|
|
(96
|
)
|
||
Other
|
337
|
|
|
1,839
|
|
||
Other comprehensive earnings
|
46,010
|
|
|
12,962
|
|
||
Comprehensive earnings
|
$
|
218,257
|
|
|
$
|
112,318
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
415,530
|
|
|
$
|
349,146
|
|
Receivables, net of allowances of $27,182 and $22,015
|
1,299,427
|
|
|
1,265,201
|
|
||
Inventories
|
942,176
|
|
|
870,487
|
|
||
Prepaid and other current assets
|
104,786
|
|
|
104,357
|
|
||
Total current assets
|
2,761,919
|
|
|
2,589,191
|
|
||
Property, plant and equipment, net
|
946,376
|
|
|
945,670
|
|
||
Goodwill
|
4,508,720
|
|
|
4,562,677
|
|
||
Intangible assets, net
|
1,782,107
|
|
|
1,802,923
|
|
||
Other assets and deferred charges
|
239,186
|
|
|
215,530
|
|
||
Total assets
|
$
|
10,238,308
|
|
|
$
|
10,115,991
|
|
Liabilities and Stockholders' Equity
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Notes payable and current maturities of long-term debt
|
$
|
748,426
|
|
|
$
|
414,550
|
|
Accounts payable
|
880,755
|
|
|
830,318
|
|
||
Accrued compensation and employee benefits
|
189,665
|
|
|
226,440
|
|
||
Accrued insurance
|
103,230
|
|
|
96,062
|
|
||
Other accrued expenses
|
320,555
|
|
|
332,595
|
|
||
Federal and other income taxes
|
76,572
|
|
|
40,353
|
|
||
Total current liabilities
|
2,319,203
|
|
|
1,940,318
|
|
||
Long-term debt
|
2,887,962
|
|
|
3,206,637
|
|
||
Deferred income taxes
|
643,363
|
|
|
710,173
|
|
||
Other liabilities
|
434,365
|
|
|
459,117
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
Total stockholders' equity
|
3,953,415
|
|
|
3,799,746
|
|
||
Total liabilities and stockholders' equity
|
$
|
10,238,308
|
|
|
$
|
10,115,991
|
|
|
Common Stock $1 Par Value
|
|
Additional Paid-In Capital
|
|
Treasury Stock
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
||||||||||||
Balance at December 31, 2016
|
$
|
256,538
|
|
|
$
|
946,755
|
|
|
$
|
(4,972,016
|
)
|
|
$
|
7,927,795
|
|
|
$
|
(359,326
|
)
|
|
$
|
3,799,746
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
172,247
|
|
|
—
|
|
|
172,247
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(68,516
|
)
|
|
—
|
|
|
(68,516
|
)
|
||||||
Common stock issued for the exercise of share-based awards
|
229
|
|
|
(9,106
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,877
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
12,805
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,805
|
|
||||||
Other comprehensive earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,010
|
|
|
46,010
|
|
||||||
Balance at March 31, 2017
|
$
|
256,767
|
|
|
$
|
950,454
|
|
|
$
|
(4,972,016
|
)
|
|
$
|
8,031,526
|
|
|
$
|
(313,316
|
)
|
|
$
|
3,953,415
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Operating Activities:
|
|
|
|
||||
Net earnings
|
$
|
172,247
|
|
|
$
|
99,356
|
|
Adjustments to reconcile net earnings to cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
95,598
|
|
|
88,604
|
|
||
Stock-based compensation expense
|
12,805
|
|
|
11,387
|
|
||
Gain on sale of businesses
|
(90,093
|
)
|
|
(11,228
|
)
|
||
Cash effect of changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(23,207
|
)
|
|
20,103
|
|
||
Inventories
|
(75,485
|
)
|
|
(29,478
|
)
|
||
Prepaid expenses and other assets
|
(8,189
|
)
|
|
(1,522
|
)
|
||
Accounts payable
|
43,833
|
|
|
(14,299
|
)
|
||
Accrued compensation and employee benefits
|
(42,186
|
)
|
|
(65,887
|
)
|
||
Accrued expenses and other liabilities
|
(41,782
|
)
|
|
3,202
|
|
||
Accrued and deferred taxes, net
|
41,572
|
|
|
45,654
|
|
||
Other, net
|
(7,042
|
)
|
|
(12,479
|
)
|
||
Net cash provided by operating activities
|
78,071
|
|
|
133,413
|
|
||
Investing Activities:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(42,259
|
)
|
|
(37,230
|
)
|
||
Acquisitions, net of cash and cash equivalents acquired
|
—
|
|
|
(436,058
|
)
|
||
Proceeds from sale of property, plant and equipment
|
1,273
|
|
|
619
|
|
||
Proceeds from sale of businesses
|
120,397
|
|
|
47,300
|
|
||
Other
|
2,369
|
|
|
(488
|
)
|
||
Net cash provided by (used in) investing activities
|
81,780
|
|
|
(425,857
|
)
|
||
Financing Activities:
|
|
|
|
|
|
||
Proceeds from exercise of share-based awards, including tax benefits
|
—
|
|
|
2,181
|
|
||
Change in commercial paper and notes payable
|
(15,900
|
)
|
|
247,099
|
|
||
Dividends paid to stockholders
|
(68,516
|
)
|
|
(65,940
|
)
|
||
Payments to settle employee tax obligations on exercise of share-based awards
|
(8,877
|
)
|
|
(4,833
|
)
|
||
Net cash (used in) provided by financing activities
|
(93,293
|
)
|
|
178,507
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(174
|
)
|
|
(4,528
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
66,384
|
|
|
(118,465
|
)
|
||
Cash and cash equivalents at beginning of period
|
349,146
|
|
|
362,185
|
|
||
Cash and cash equivalents at end of period
|
$
|
415,530
|
|
|
$
|
243,720
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenue:
|
|
|
|
||||
As reported
|
$
|
1,813,372
|
|
|
$
|
1,622,273
|
|
Pro forma
|
1,813,372
|
|
|
1,820,228
|
|
||
Earnings:
|
|
|
|
||||
As reported
|
$
|
172,247
|
|
|
$
|
99,356
|
|
Pro forma
|
172,247
|
|
|
110,690
|
|
||
Basic earnings per share:
|
|
|
|
||||
As reported
|
$
|
1.11
|
|
|
$
|
0.64
|
|
Pro forma
|
1.11
|
|
|
0.71
|
|
||
Diluted earnings per share:
|
|
|
|
||||
As reported
|
$
|
1.09
|
|
|
$
|
0.64
|
|
Pro forma
|
1.09
|
|
|
0.71
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
$
|
475,708
|
|
|
$
|
428,286
|
|
Work in progress
|
157,653
|
|
|
138,652
|
|
||
Finished goods
|
418,775
|
|
|
409,314
|
|
||
Subtotal
|
1,052,136
|
|
|
976,252
|
|
||
Less reserves
|
(109,960
|
)
|
|
(105,765
|
)
|
||
Total
|
$
|
942,176
|
|
|
$
|
870,487
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Land
|
$
|
69,187
|
|
|
$
|
68,575
|
|
Buildings and improvements
|
601,612
|
|
|
597,523
|
|
||
Machinery, equipment and other
|
1,815,260
|
|
|
1,802,832
|
|
||
Property, plant and equipment, gross
|
2,486,059
|
|
|
2,468,930
|
|
||
Total accumulated depreciation
|
(1,539,683
|
)
|
|
(1,523,260
|
)
|
||
Property, plant and equipment, net
|
$
|
946,376
|
|
|
$
|
945,670
|
|
|
Energy
|
|
Engineered Systems
|
|
Fluids
|
|
Refrigeration & Food Equipment
|
|
Total
|
||||||||||
Balance at December 31, 2016
|
$
|
1,045,774
|
|
|
$
|
1,567,216
|
|
|
$
|
1,413,508
|
|
|
$
|
536,179
|
|
|
$
|
4,562,677
|
|
Purchase price adjustments
|
—
|
|
|
(5,313
|
)
|
|
(44,785
|
)
|
|
—
|
|
|
(50,098
|
)
|
|||||
Disposition of business
|
—
|
|
|
(27,793
|
)
|
|
—
|
|
|
—
|
|
|
(27,793
|
)
|
|||||
Foreign currency translation
|
941
|
|
|
22,030
|
|
|
765
|
|
|
198
|
|
|
23,934
|
|
|||||
Balance at March 31, 2017
|
$
|
1,046,715
|
|
|
$
|
1,556,140
|
|
|
$
|
1,369,488
|
|
|
$
|
536,377
|
|
|
$
|
4,508,720
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying Amount
|
||||||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer intangibles
|
$
|
1,967,835
|
|
|
$
|
759,061
|
|
|
$
|
1,208,774
|
|
|
$
|
1,942,974
|
|
|
$
|
718,135
|
|
|
$
|
1,224,839
|
|
Trademarks
|
247,013
|
|
|
60,910
|
|
|
186,103
|
|
|
246,619
|
|
|
56,455
|
|
|
190,164
|
|
||||||
Patents
|
158,538
|
|
|
122,633
|
|
|
35,905
|
|
|
157,491
|
|
|
119,828
|
|
|
37,663
|
|
||||||
Unpatented technologies
|
157,146
|
|
|
68,791
|
|
|
88,355
|
|
|
155,752
|
|
|
64,648
|
|
|
91,104
|
|
||||||
Distributor relationships
|
119,267
|
|
|
47,344
|
|
|
71,923
|
|
|
113,463
|
|
|
44,914
|
|
|
68,549
|
|
||||||
Drawings & manuals
|
38,803
|
|
|
24,518
|
|
|
14,285
|
|
|
37,744
|
|
|
23,114
|
|
|
14,630
|
|
||||||
Other
|
33,037
|
|
|
21,866
|
|
|
11,171
|
|
|
31,632
|
|
|
21,184
|
|
|
10,448
|
|
||||||
Total
|
2,721,639
|
|
|
1,105,123
|
|
|
1,616,516
|
|
|
2,685,675
|
|
|
1,048,278
|
|
|
1,637,397
|
|
||||||
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
165,591
|
|
|
—
|
|
|
165,591
|
|
|
165,526
|
|
|
—
|
|
|
165,526
|
|
||||||
Total intangible assets, net
|
$
|
2,887,230
|
|
|
$
|
1,105,123
|
|
|
$
|
1,782,107
|
|
|
$
|
2,851,201
|
|
|
$
|
1,048,278
|
|
|
$
|
1,802,923
|
|
•
|
The Engineered Systems segment recorded
$1,064
of restructuring charges related to headcount reduction and facility consolidations primarily within the Industrial platform.
|
•
|
The Fluids segment recorded
$3,251
of restructuring charges principally related to operational synergies, headcount reductions and facility consolidations at various businesses across the segment.
|
•
|
The Refrigeration & Food Equipment segment recorded
$1,513
of restructuring charges related primarily to facility consolidations.
|
|
Severance
|
|
Exit
|
|
Total
|
||||||
Balance at December 31, 2016
|
$
|
10,908
|
|
|
$
|
1,439
|
|
|
$
|
12,347
|
|
Restructuring charges
|
4,686
|
|
|
1,327
|
|
|
6,013
|
|
|||
Payments
|
(7,514
|
)
|
|
(1,196
|
)
|
|
(8,710
|
)
|
|||
Foreign currency translation
|
212
|
|
|
35
|
|
|
247
|
|
|||
Other, including write-offs of fixed assets
|
(627
|
)
|
|
(301
|
)
|
|
(928
|
)
|
|||
Balance at March 31, 2017
|
$
|
7,665
|
|
|
$
|
1,304
|
|
|
$
|
8,969
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Short-term
|
|
|
|
||||
Current portion of long-term debt and short-term borrowings
|
$
|
357,126
|
|
|
$
|
6,950
|
|
Commercial paper
|
391,300
|
|
|
407,600
|
|
||
Notes payable and current maturities of long-term debt
|
$
|
748,426
|
|
|
$
|
414,550
|
|
|
|
|
Carrying amount
(1)
|
||||||||
|
Principal
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||
Long-term
|
|
|
|
|
|
||||||
5.45% 10-year notes due March 15, 2018
|
$
|
350,000
|
|
|
$
|
349,623
|
|
|
$
|
349,502
|
|
2.125% 7-year notes due December 1, 2020 (euro-denominated)
|
323,957
|
|
|
322,207
|
|
|
311,851
|
|
|||
4.30% 10-year notes due March 1, 2021
|
450,000
|
|
|
448,554
|
|
|
448,458
|
|
|||
3.150% 10-year notes due November 15, 2025
|
400,000
|
|
|
394,189
|
|
|
394,042
|
|
|||
1.25% 10-year notes due November 9, 2026 (euro-denominated)
|
647,913
|
|
|
637,200
|
|
|
616,893
|
|
|||
6.65% 30-year debentures due June 1, 2028
|
200,000
|
|
|
198,879
|
|
|
198,830
|
|
|||
5.375% 30-year debentures due October 15, 2035
|
300,000
|
|
|
295,374
|
|
|
295,316
|
|
|||
6.60% 30-year notes due March 15, 2038
|
250,000
|
|
|
247,628
|
|
|
247,593
|
|
|||
5.375% 30-year notes due March 1, 2041
|
350,000
|
|
|
343,393
|
|
|
343,323
|
|
|||
Other
|
|
|
|
1,716
|
|
|
1,969
|
|
|||
Total debt
|
|
|
|
3,238,763
|
|
|
3,207,777
|
|
|||
Less long-term debt current portion
|
|
|
(350,801
|
)
|
|
(1,140
|
)
|
||||
Net long-term debt
|
|
|
|
$
|
2,887,962
|
|
|
$
|
3,206,637
|
|
|
Fair Value Asset (Liability)
|
|
|
||||||
|
March 31, 2017
|
|
December 31, 2016
|
|
Balance Sheet Caption
|
||||
Foreign currency forward
|
$
|
665
|
|
|
$
|
1,058
|
|
|
Prepaid / Other assets
|
Foreign currency forward
|
(700
|
)
|
|
(705
|
)
|
|
Other accrued expenses
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Loss on euro-denominated debt
|
$
|
(30,521
|
)
|
|
$
|
(6,165
|
)
|
Tax benefit
|
10,682
|
|
|
2,158
|
|
||
Net loss on net investment hedges, net of tax
|
$
|
(19,839
|
)
|
|
$
|
(4,007
|
)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
Level 2
|
|
Level 2
|
||||
Assets:
|
|
|
|
||||
Foreign currency cash flow hedges
|
$
|
665
|
|
|
$
|
1,058
|
|
Liabilities:
|
|
|
|
||||
Foreign currency cash flow hedges
|
700
|
|
|
705
|
|
|
SARs
|
||||||
|
2017
|
|
2016
|
||||
Risk-free interest rate
|
1.80
|
%
|
|
1.05
|
%
|
||
Dividend yield
|
2.27
|
%
|
|
3.09
|
%
|
||
Expected life (years)
|
4.6
|
|
|
4.6
|
|
||
Volatility
|
21.90
|
%
|
|
26.17
|
%
|
||
|
|
|
|
||||
Grant price
|
$
|
79.28
|
|
|
$
|
57.25
|
|
Fair value per share at date of grant
|
$
|
12.63
|
|
|
$
|
9.25
|
|
|
Performance shares
|
||||||
|
2017
|
|
2016
|
||||
Fair value per share at date of grant
|
$
|
79.28
|
|
|
$
|
57.25
|
|
Average attainment rate reflected in expense
|
169.95
|
%
|
|
39.91
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Pre-tax stock-based compensation expense
|
$
|
12,805
|
|
|
$
|
11,387
|
|
Tax benefit
|
(4,554
|
)
|
|
(4,050
|
)
|
||
Total stock-based compensation expense, net of tax
|
$
|
8,251
|
|
|
$
|
7,337
|
|
|
2017
|
|
2016
|
||||
Beginning Balance, December 31 of the Prior Year
|
$
|
84,997
|
|
|
$
|
44,466
|
|
Provision for warranties
|
18,202
|
|
|
14,031
|
|
||
Settlements made
|
(17,633
|
)
|
|
(12,462
|
)
|
||
Other adjustments, including acquisitions and currency translation
|
805
|
|
|
4,666
|
|
||
Ending Balance, March 31
|
$
|
86,371
|
|
|
$
|
50,701
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
U.S. Plan
|
|
Non-U.S. Plans
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
3,021
|
|
|
$
|
3,478
|
|
|
$
|
1,317
|
|
|
$
|
1,373
|
|
Interest cost
|
5,429
|
|
|
5,762
|
|
|
1,264
|
|
|
1,375
|
|
||||
Expected return on plan assets
|
(9,953
|
)
|
|
(9,698
|
)
|
|
(1,804
|
)
|
|
(1,948
|
)
|
||||
Amortization:
|
|
|
|
|
|
|
|
||||||||
Prior service cost (credit)
|
107
|
|
|
183
|
|
|
(110
|
)
|
|
(99
|
)
|
||||
Recognized actuarial loss
|
1,396
|
|
|
1,609
|
|
|
841
|
|
|
665
|
|
||||
Transition obligation
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Net periodic expense
|
$
|
—
|
|
|
$
|
1,334
|
|
|
$
|
1,509
|
|
|
$
|
1,367
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Service cost
|
$
|
618
|
|
|
$
|
740
|
|
Interest cost
|
1,019
|
|
|
1,317
|
|
||
Amortization:
|
|
|
|
||||
Prior service cost
|
1,102
|
|
|
1,567
|
|
||
Recognized actuarial gain
|
(298
|
)
|
|
(140
|
)
|
||
Net periodic expense
|
$
|
2,441
|
|
|
$
|
3,484
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Service cost
|
$
|
8
|
|
|
$
|
13
|
|
Interest cost
|
73
|
|
|
105
|
|
||
Amortization:
|
|
|
|
||||
Prior service cost (credit)
|
2
|
|
|
(36
|
)
|
||
Recognized actuarial gain
|
(40
|
)
|
|
(59
|
)
|
||
Net periodic expense
|
$
|
43
|
|
|
$
|
23
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
Foreign currency translation adjustments
|
$
|
33,090
|
|
|
$
|
10,682
|
|
|
$
|
43,772
|
|
|
$
|
6,611
|
|
|
$
|
2,158
|
|
|
$
|
8,769
|
|
Pension and other postretirement benefit plans
|
3,001
|
|
|
(961
|
)
|
|
2,040
|
|
|
3,691
|
|
|
(1,241
|
)
|
|
2,450
|
|
||||||
Changes in fair value of cash flow hedges
|
(213
|
)
|
|
74
|
|
|
(139
|
)
|
|
(147
|
)
|
|
51
|
|
|
(96
|
)
|
||||||
Other
|
383
|
|
|
(46
|
)
|
|
337
|
|
|
2,090
|
|
|
(251
|
)
|
|
1,839
|
|
||||||
Total other comprehensive earnings
|
$
|
36,261
|
|
|
$
|
9,749
|
|
|
$
|
46,010
|
|
|
$
|
12,245
|
|
|
$
|
717
|
|
|
$
|
12,962
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net earnings
|
$
|
172,247
|
|
|
$
|
99,356
|
|
Other comprehensive earnings
|
46,010
|
|
|
12,962
|
|
||
Comprehensive earnings
|
$
|
218,257
|
|
|
$
|
112,318
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Foreign currency translation:
|
|
|
|
||||
Reclassification of foreign currency translation losses to earnings from sale of subsidiary
|
$
|
3,875
|
|
|
$
|
—
|
|
Tax benefit
|
—
|
|
|
—
|
|
||
Net of tax
|
$
|
3,875
|
|
|
$
|
—
|
|
Pension and other postretirement benefit plans:
|
|
|
|
||||
Amortization of actuarial losses
|
$
|
1,899
|
|
|
$
|
2,076
|
|
Amortization of prior service costs
|
1,102
|
|
|
1,615
|
|
||
Total before tax
|
3,001
|
|
|
3,691
|
|
||
Tax benefit
|
(961
|
)
|
|
(1,241
|
)
|
||
Net of tax
|
$
|
2,040
|
|
|
$
|
2,450
|
|
Cash flow hedges:
|
|
|
|
||||
Net gains reclassified into earnings
|
$
|
(334
|
)
|
|
$
|
(72
|
)
|
Tax benefit
|
117
|
|
|
25
|
|
||
Net of tax
|
$
|
(217
|
)
|
|
$
|
(47
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenue:
|
|
|
|
||||
Energy
|
$
|
324,088
|
|
|
$
|
283,230
|
|
Engineered Systems
|
607,635
|
|
|
576,995
|
|
||
Fluids
|
525,195
|
|
|
399,062
|
|
||
Refrigeration & Food Equipment
|
356,834
|
|
|
363,252
|
|
||
Intra-segment eliminations
|
(380
|
)
|
|
(266
|
)
|
||
Total consolidated revenue
|
$
|
1,813,372
|
|
|
$
|
1,622,273
|
|
Earnings:
|
|
|
|
||||
Segment earnings:
(1)
|
|
|
|
||||
Energy
|
$
|
41,691
|
|
|
$
|
11,244
|
|
Engineered Systems
|
174,398
|
|
|
93,748
|
|
||
Fluids
|
52,639
|
|
|
46,047
|
|
||
Refrigeration & Food Equipment
|
33,562
|
|
|
38,161
|
|
||
Total segment earnings
|
302,290
|
|
|
189,200
|
|
||
Corporate expense / other
(2)
|
36,489
|
|
|
29,862
|
|
||
Interest expense
|
36,409
|
|
|
33,318
|
|
||
Interest income
|
(2,580
|
)
|
|
(1,604
|
)
|
||
Earnings before provision for income taxes
|
231,972
|
|
|
127,624
|
|
||
Provision for income taxes
|
59,725
|
|
|
28,268
|
|
||
Net earnings
|
$
|
172,247
|
|
|
$
|
99,356
|
|
(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.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net earnings
|
$
|
172,247
|
|
|
$
|
99,356
|
|
Basic earnings per common share:
|
|
|
|
||||
Net earnings
|
$
|
1.11
|
|
|
$
|
0.64
|
|
Weighted average shares outstanding
|
155,540,000
|
|
|
155,064,000
|
|
||
Diluted earnings per common share:
|
|
|
|
||||
Net earnings
|
$
|
1.09
|
|
|
$
|
0.64
|
|
Weighted average shares outstanding
|
157,399,000
|
|
|
156,161,000
|
|
|
Three Months Ended March 31,
|
||||
|
2017
|
|
2016
|
||
Weighted average shares outstanding - Basic
|
155,540,000
|
|
|
155,064,000
|
|
Dilutive effect of assumed exercise of employee stock options and SARs and vesting of performance shares
|
1,859,000
|
|
|
1,097,000
|
|
Weighted average shares outstanding - Diluted
|
157,399,000
|
|
|
156,161,000
|
|
•
|
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.
|
•
|
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.
|
•
|
Our Fluids segment, serving the Fueling & Transport, Pumps and Hygienic & Pharma end markets, is focused on the safe handling of critical fluids across the retail fueling, chemical, hygienic, oil and gas and industrial markets.
In the first quarter of 2017, we aligned our financial reporting around these key end markets to provide more detailed information after acquiring four companies in the retail fueling market in 2016.
|
•
|
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.
|
|
Revenue
|
|
Segment Earnings
|
||||||||
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Energy
|
17.9
|
%
|
|
17.5
|
%
|
|
13.8
|
%
|
|
5.9
|
%
|
Engineered Systems
|
33.5
|
%
|
|
35.6
|
%
|
|
57.7
|
%
|
|
49.5
|
%
|
Fluids
|
28.9
|
%
|
|
24.5
|
%
|
|
17.4
|
%
|
|
24.4
|
%
|
Refrigeration & Food Equipment
|
19.7
|
%
|
|
22.4
|
%
|
|
11.1
|
%
|
|
20.2
|
%
|
|
Three Months Ended March 31,
|
|||||||||
(dollars in thousands, except per share data)
|
2017
|
|
2016
|
|
% Change
|
|||||
Revenue
|
$
|
1,813,372
|
|
|
$
|
1,622,273
|
|
|
11.8
|
%
|
Cost of goods and services
|
1,152,198
|
|
|
1,033,009
|
|
|
11.5
|
%
|
||
Gross profit
|
661,174
|
|
|
589,264
|
|
|
12.2
|
%
|
||
Gross profit margin
|
36.5
|
%
|
|
36.3
|
%
|
|
0.2
|
|
||
|
|
|
|
|
|
|||||
Selling, general and administrative expenses
|
485,290
|
|
|
443,448
|
|
|
9.4
|
%
|
||
Selling, general and administrative expenses as a percent of revenue
|
26.8
|
%
|
|
27.3
|
%
|
|
(0.5
|
)
|
||
|
|
|
|
|
|
|||||
Interest expense
|
36,409
|
|
|
33,318
|
|
|
9.3
|
%
|
||
Interest income
|
(2,580
|
)
|
|
(1,604
|
)
|
|
60.8
|
%
|
||
Gain on sale of businesses
|
(90,093
|
)
|
|
(11,228
|
)
|
|
nm*
|
|||
Other income, net
|
176
|
|
|
(2,294
|
)
|
|
nm*
|
|||
|
|
|
|
|
|
|||||
Provision for income taxes
|
59,725
|
|
|
28,268
|
|
|
111.3
|
%
|
||
Effective tax rate
|
25.7
|
%
|
|
22.1
|
%
|
|
3.6
|
|
||
|
|
|
|
|
|
|||||
Net earnings
|
172,247
|
|
|
99,356
|
|
|
73.4
|
%
|
||
Net earnings per common share - diluted
|
$
|
1.09
|
|
|
$
|
0.64
|
|
|
70.3
|
%
|
|
|
Three Months Ended March 31,
|
|||||||||
(dollars in thousands)
|
|
2017
|
|
2016
|
|
% Change
|
|||||
Revenue:
|
|
|
|
|
|
|
|||||
Drilling & Production
|
|
$
|
215,457
|
|
|
$
|
188,360
|
|
|
14.4
|
%
|
Bearings & Compression
|
|
72,561
|
|
|
64,444
|
|
|
12.6
|
%
|
||
Automation
|
|
36,070
|
|
|
30,426
|
|
|
18.5
|
%
|
||
Total
|
|
$
|
324,088
|
|
|
$
|
283,230
|
|
|
14.4
|
%
|
|
|
|
|
|
|
|
|||||
Segment earnings
|
|
$
|
41,691
|
|
|
$
|
11,244
|
|
|
270.8
|
%
|
Segment margin
|
|
12.9
|
%
|
|
4.0
|
%
|
|
|
|||
|
|
|
|
|
|
|
|||||
Segment EBITDA
|
|
$
|
73,056
|
|
|
$
|
45,404
|
|
|
60.9
|
%
|
Segment EBITDA margin
|
|
22.5
|
%
|
|
16.0
|
%
|
|
|
|||
|
|
|
|
|
|
|
|||||
Other measures:
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
$
|
31,365
|
|
|
$
|
34,160
|
|
|
(8.2
|
)%
|
Bookings
|
|
348,317
|
|
|
273,445
|
|
|
27.4
|
%
|
||
Backlog
|
|
156,255
|
|
|
144,828
|
|
|
7.9
|
%
|
||
|
|
|
|
|
|
|
|||||
Components of revenue growth:
|
|
|
|
|
|
|
|||||
Organic growth
|
|
|
|
|
|
14.9
|
%
|
||||
Foreign currency translation
|
|
|
|
|
|
(0.5
|
)%
|
||||
|
|
|
|
|
|
14.4
|
%
|
•
|
Drilling & Production revenue (representing
66.5%
of segment revenue)
increased
$27.1 million
, or
14.4%
, as compared to the prior year quarter, due to increased U.S. rig count and well completions.
|
•
|
Bearings & Compression revenue (representing
22.4%
of segment revenue)
increased
$8.1 million
, or
12.6%
, as compared to the prior year quarter, as a result of increased original equipment manufacturer (OEM) demand.
|
•
|
Automation revenue (representing
11.1%
of segment revenue)
increased
$5.6 million
, or
18.5%
, as compared to the prior year quarter. This increase was driven by higher demand from well service and exploration and production companies.
|
|
|
Three Months Ended March 31,
|
|||||||||
(dollars in thousands)
|
|
2017
|
|
2016
|
|
% Change
|
|||||
Revenue:
|
|
|
|
|
|
|
|||||
Printing & Identification
|
|
$
|
249,238
|
|
|
$
|
239,681
|
|
|
4.0
|
%
|
Industrials
|
|
358,397
|
|
|
337,314
|
|
|
6.3
|
%
|
||
Total
|
|
$
|
607,635
|
|
|
$
|
576,995
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|||||
Segment earnings
(1)
|
|
$
|
174,398
|
|
|
$
|
93,748
|
|
|
86.0
|
%
|
Segment margin
(1)
|
|
28.7
|
%
|
|
16.2
|
%
|
|
|
|||
|
|
|
|
|
|
|
|||||
Segment EBITDA
(2)
|
|
$
|
193,973
|
|
|
$
|
109,784
|
|
|
76.7
|
%
|
Segment EBITDA margin
(2)
|
|
31.9
|
%
|
|
19.0
|
%
|
|
|
|||
|
|
|
|
|
|
|
|||||
Other measures:
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
$
|
19,575
|
|
|
$
|
16,036
|
|
|
22.1
|
%
|
|
|
|
|
|
|
|
|||||
Bookings:
|
|
|
|
|
|
|
|||||
Printing & Identification
|
|
$
|
256,665
|
|
|
$
|
242,569
|
|
|
5.8
|
%
|
Industrials
|
|
419,455
|
|
|
329,957
|
|
|
27.1
|
%
|
||
|
|
$
|
676,120
|
|
|
$
|
572,526
|
|
|
18.1
|
%
|
Backlog:
|
|
|
|
|
|
|
|||||
Printing & Identification
|
|
$
|
109,347
|
|
|
$
|
102,640
|
|
|
6.5
|
%
|
Industrials
|
|
310,008
|
|
|
235,384
|
|
|
31.7
|
%
|
||
|
|
$
|
419,355
|
|
|
$
|
338,024
|
|
|
24.1
|
%
|
|
|
|
|
|
|
|
|||||
Components of revenue growth:
|
|
|
|
|
|
|
|||||
Organic growth
|
|
|
|
|
|
1.9
|
%
|
||||
Acquisitions
|
|
|
|
|
|
8.7
|
%
|
||||
Dispositions
|
|
|
|
|
|
(4.2
|
)%
|
||||
Foreign currency translation
|
|
|
|
|
|
(1.1
|
)%
|
||||
|
|
|
|
|
|
5.3
|
%
|
•
|
Printing & Identification revenue (representing
41.0%
of segment revenue)
increased
$9.6 million
, or
4.0%
, as compared to the prior year quarter. The growth in organic revenue of 5.4% was partially offset by an unfavorable impact from foreign currency translation of 1.4%. Organic revenue growth was primarily driven by strong activity in our global marking and coding and digital printing businesses.
|
•
|
Industrials revenue (representing
59.0%
of segment revenue)
increased
$21.1 million
, or
6.3%
, as compared to the prior year quarter. The increase was due to acquisition-related growth of 14.8% from AWTI and RAV. This increase was partially offset by organic decline of 0.6%, the impact of dispositions of 7.2%, and an unfavorable impact of foreign currency translation of 0.8%. The organic revenue decline was primarily driven by reduced shipments in our environmental solutions business primarily reflecting chassis availability issues. This decrease was partially offset by strong growth in our vehicle service business and general industrial markets.
|
|
|
Three Months Ended March 31,
|
|||||||||
(dollars in thousands)
|
|
2017
|
|
2016
|
|
% Change
|
|||||
Revenue:
|
|
|
|
|
|
|
|||||
Fueling & Transport
|
|
$
|
316,101
|
|
|
$
|
186,598
|
|
|
69.4
|
%
|
Pumps
|
|
150,831
|
|
|
156,600
|
|
|
(3.7
|
)%
|
||
Hygienic & Pharma
|
|
58,263
|
|
|
55,864
|
|
|
4.3
|
%
|
||
|
|
$
|
525,195
|
|
|
$
|
399,062
|
|
|
31.6
|
%
|
|
|
|
|
|
|
|
|||||
Segment earnings
|
|
$
|
52,639
|
|
|
$
|
46,047
|
|
|
14.3
|
%
|
Segment margin
|
|
10.0
|
%
|
|
11.5
|
%
|
|
|
|||
|
|
|
|
|
|
|
|||||
Segment EBITDA
|
|
$
|
81,142
|
|
|
$
|
66,558
|
|
|
21.9
|
%
|
Segment EBITDA margin
|
|
15.4
|
%
|
|
16.7
|
%
|
|
|
|||
|
|
|
|
|
|
|
|||||
Other measures:
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
$
|
28,503
|
|
|
$
|
20,511
|
|
|
39.0
|
%
|
Bookings
|
|
565,987
|
|
|
418,345
|
|
|
35.3
|
%
|
||
Backlog
|
|
371,717
|
|
|
286,457
|
|
|
29.8
|
%
|
||
|
|
|
|
|
|
|
|||||
Components of revenue growth:
|
|
|
|
|
|
|
|||||
Organic decline
|
|
|
|
|
|
(2.4
|
)%
|
||||
Acquisitions
|
|
|
|
|
|
35.4
|
%
|
||||
Foreign currency translation
|
|
|
|
|
|
(1.4
|
)%
|
||||
|
|
|
|
|
|
31.6
|
%
|
•
|
Fueling & Transport revenue (representing 60.2% of segment revenue) increased $129.5 million, or 69.4%, as compared to the prior year quarter, primarily driven by recent acquisitions, principally Wayne Fueling Systems Ltd., and improving European retail fueling markets, offset, in part, by weak transport markets.
|
•
|
Pumps revenue (representing 28.7% of segment revenue) decreased $5.8 million, or 3.7%, as compared to the prior year quarter, largely reflecting continued weakness in upstream oil and gas markets and unfavorable foreign currency translation.
|
•
|
Hygienic & Pharma revenue (representing 11.1% of segment revenue) increased $2.4 million, or 4.3%, as compared to the prior year quarter. This revenue increase was driven by new product development and underlying market growth.
|
|
|
Three Months Ended March 31,
|
|||||||||
(dollars in thousands)
|
|
2017
|
|
2016
|
|
% Change
|
|||||
Revenue:
|
|
|
|
|
|
|
|||||
Refrigeration
|
|
$
|
298,799
|
|
|
$
|
279,290
|
|
|
7.0
|
%
|
Food Equipment
|
|
58,035
|
|
|
83,962
|
|
|
(30.9
|
)%
|
||
Total
|
|
$
|
356,834
|
|
|
$
|
363,252
|
|
|
(1.8
|
)%
|
|
|
|
|
|
|
|
|||||
Segment earnings
|
|
$
|
33,562
|
|
|
$
|
38,161
|
|
|
(12.1
|
)%
|
Segment margin
|
|
9.4
|
%
|
|
10.5
|
%
|
|
|
|||
|
|
|
|
|
|
|
|||||
Segment EBITDA
|
|
$
|
48,597
|
|
|
$
|
54,889
|
|
|
(11.5
|
)%
|
Segment EBITDA margin
|
|
13.6
|
%
|
|
15.1
|
%
|
|
|
|||
|
|
|
|
|
|
|
|||||
Other measures:
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
$
|
15,035
|
|
|
$
|
16,728
|
|
|
(10.1
|
)%
|
Bookings
|
|
438,576
|
|
|
411,367
|
|
|
6.6
|
%
|
||
Backlog
|
|
341,530
|
|
|
303,479
|
|
|
12.5
|
%
|
||
|
|
|
|
|
|
|
|||||
Components of revenue decline:
|
|
|
|
|
|
|
|||||
Organic growth
|
|
|
|
|
|
5.1
|
%
|
||||
Dispositions
|
|
|
|
|
|
(6.5
|
)%
|
||||
Foreign currency translation
|
|
|
|
|
|
(0.4
|
)%
|
||||
|
|
|
|
|
|
(1.8
|
)%
|
•
|
Refrigeration revenue (representing
83.7%
of segment revenue)
increased
$19.5 million
, or
7.0%
, as compared to the prior year quarter, primarily driven by higher demand for energy efficient commercial refrigerated cases and specialty cases.
|
•
|
Food Equipment revenue (representing
16.3%
of segment revenue)
decreased
$25.9 million
, or
30.9%
, as compared to the prior year quarter, primarily driven by the disposition of Tipper Tie at the end of 2016 and project timing in can-shaping equipment.
|
|
Three Months Ended March 31,
|
||||||
Cash Flows from Operations
(in thousands)
|
2017
|
|
2016
|
||||
Net Cash Flows Provided By (Used In):
|
|
|
|
||||
Operating activities
|
$
|
78,071
|
|
|
$
|
133,413
|
|
Investing activities
|
81,780
|
|
|
(425,857
|
)
|
||
Financing activities
|
(93,293
|
)
|
|
178,507
|
|
•
|
Proceeds from sale of businesses:
For the
three months
ended
March 31, 2017
, we generated cash of
$118.7
million from the sale of PMI as well as a working capital adjustment for our sale of Tipper Tie in the fourth quarter of 2016. For the
three months
ended
March 31, 2016
, we generated cash of
$47.3 million
from the sale of Texas Hydraulics.
|
•
|
Acquisitions:
During the
three months
ended
March 31, 2017
, we did not have any acquisitions. For the
three months
ended
March 31, 2016
, we acquired Tokheim within the Fluids segment for a net aggregate cash purchase price of approximately
$436.1 million
.
|
•
|
Capital spending:
Our capital expenditures
increased
$5.0 million
during the
three months
ended
March 31, 2017
compared to the
three months
ended
March 31, 2016
. We expect full year
2017
capital expenditures to approximate 2.4% of revenue.
|
•
|
Commercial paper and notes payable:
During the
three months
ended
March 31, 2017
, we repaid
$15.9 million
of commercial paper. For the
three months
ended
March 31, 2016
, commercial paper and notes payable increased by
$247.1 million
, as we borrowed $316.4 million to fund the acquisition of Tokheim. We subsequently utilized proceeds from the sale of Texas Hydraulics and internally generated cash to pay down $61.1 million of commercial paper, net of interim period borrowings.
|
•
|
Dividend payments:
Dividends paid to shareholders during the
three months
ended
March 31, 2017
totaled
$68.5 million
as compared to
$65.9 million
during the same period in
2016
. Our dividends paid per common share increased 5% to
$0.44
during the
three months
ended
March 31, 2017
compared to
$0.42
during the same period in
2016
.
|
•
|
Net proceeds from the exercise of share-based awards
: Proceeds from the exercise of share-based awards were
$2.2 million
during the
three months
ended
March 31, 2016
. With the adoption of Accounting Standards Update
2016-09, Compensation -
Stock Compensation (Topic 718), this activity is reflected in operating activities for the
three months
ended
March 31, 2017
, and we have elected to reflect this cash flow presentation
prospectively.
Payments to settle tax obligations on these exercises
increased
$4.0 million
compared to the prior year quarter.
|
|
Three Months Ended March 31,
|
||||||
Free Cash Flow
(dollars in thousands)
|
2017
|
|
2016
|
||||
Cash flow provided by operating activities
|
$
|
78,071
|
|
|
$
|
133,413
|
|
Less: Capital expenditures
|
(42,259
|
)
|
|
(37,230
|
)
|
||
Free cash flow
|
$
|
35,812
|
|
|
$
|
96,183
|
|
|
|
|
|
||||
Free cash flow as a percentage of revenue
|
2.0
|
%
|
|
5.9
|
%
|
||
|
|
|
|
||||
Free cash flow as a percentage of net earnings
|
20.8
|
%
|
|
96.8
|
%
|
Net Debt to Net Capitalization Ratio
(dollars in thousands)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Current maturities of long-term debt
|
|
$
|
357,126
|
|
|
$
|
6,950
|
|
Commercial paper
|
|
391,300
|
|
|
407,600
|
|
||
Notes payable and current maturities of long-term debt
|
|
748,426
|
|
|
414,550
|
|
||
Long-term debt
|
|
2,887,962
|
|
|
3,206,637
|
|
||
Total debt
|
|
3,636,388
|
|
|
3,621,187
|
|
||
Less: Cash and cash equivalents
|
|
(415,530
|
)
|
|
(349,146
|
)
|
||
Net debt
|
|
3,220,858
|
|
|
3,272,041
|
|
||
Add: Stockholders' equity
|
|
3,953,415
|
|
|
3,799,746
|
|
||
Net capitalization
|
|
$
|
7,174,273
|
|
|
$
|
7,071,787
|
|
Net debt to net capitalization
|
|
44.9
|
%
|
|
46.3
|
%
|
(a)
|
Not applicable.
|
(b)
|
Not applicable.
|
(c)
|
In January 2015, the Board of Directors approved a new standing share repurchase authorization, whereby the Company may repurchase up to 15,000,000 shares of its common stock over the following three years.
No
repurchases were made in the
first
quarter of
2017
. As of
March 31, 2017
, the number of shares still available for repurchase under the January 2015 share repurchase authorization was
6,771,458
.
|
|
|
DOVER CORPORATION
|
|
|
|
Date:
|
April 20, 2017
|
/s/ Brad M. Cerepak
|
|
|
Brad M. Cerepak
|
|
|
Senior Vice President & Chief Financial Officer
|
|
|
(Principal Financial Officer & Principal Accounting Officer)
|
|
|
|
Number of shares of Dover Common Stock -
|
<<# of Shares>>
|
SSAR Base Price Per Share -
|
$
xx.xx
|
Date of Grant -
|
February 10, 2017
|
Expiration Date -
|
February 10, 2027
|
Your business unit
|
«Company»
|
The Performance Period is the three-year-period -
|
2017 - 2019
|
Your target Performance Share Award at the 100% level -
|
Tagetlocal» «Currency_Code»
|
iTSR for Performance Period
|
Payout (% of target)
|
<6%
|
0%
|
6%
|
25%
|
9%
|
100%
|
17%
|
300%
|
>
50%
|
750%
|
(i)
|
Base-Year EBITDA
|
(ii)
|
10% of Base-Year Sales
|
(iii)
|
90% of Prior-to-Base-Year iTSR Base
|
Your business unit
|
«Company»
|
The Performance Period is the three-year-period -
|
2017-2019
|
Your target Performance Share Award at the 100% level -
|
« # of Shares» Shares
|
iTSR for Performance Period
|
Payout (% of target)
|
<6%
|
0%
|
6%
|
25%
|
9%
|
100%
|
17%
|
300%
|
>
24%
|
400%
|
(i)
|
Base-Year EBITDA
|
(ii)
|
10% of Base-Year Sales
|
(iii)
|
90% of Prior-to-Base-Year iTSR Base
|
1.
|
A Restricted Stock Unit is a bookkeeping entry on the books of Dover. No shares of Dover common stock shall be issued to you in respect of the Restricted Stock Unit Award until the restrictions have lapsed at the end of a Restricted Period. Within 30 days following the end of the Restricted Period, Dover shall issue shares of Common Stock in your name equal to the number of Restricted Stock Units that have vested during the Restricted Period less applicable tax withholding. In the event that your employment shall terminate prior to your vesting in the Restricted Stock Units, the Restricted Stock Units shall be forfeited.
|
2.
|
You shall vest in the Restricted Stock Unit Award, and all restrictions thereon shall lapse, with respect to 33% of your Restricted Stock Units on March 15, 2018 (or the first trading thereafter if such date is not a trading day), with respect to 33% of your Restricted Stock Units on March 15, 2019 (or the first trading thereafter if such date is not a trading day) and with respect to 34% of your Restricted Stock Units on March 15, 2020 (or the first trading thereafter if such date is not a trading day), subject to the forfeiture provisions of the Plan. You must be an active employee of Dover or an affiliate at the end of the Restricted Period in order for your Restricted Stock Units to vest, with certain exceptions as provided in the Plan.
|
3.
|
During the Restricted Period you shall not have any rights of a stockholder or the right to receive any dividends declared and other distributions paid with respect to the Restricted Stock Units. Within 30 days after the end of the Restricted Period you shall be paid all Dividend Equivalents with respect to the Restricted Stock Units that have vested.
|
4.
|
You do not have any voting rights with respect to Restricted Stock Units.
|
5.
|
As a condition of receiving your Restricted Stock Unit Award, you agree to be bound by the terms and conditions of the Dover Corporation Anti-hedging and Anti-pledging Policy and by any Clawback Policy to be adopted by Dover, as such policies may be in effect from time to time. The Anti-hedging and Anti-pledging Policy prohibits hedging or pledging
any
Dover equity securities held by you or certain designees, whether such Dover securities are, or have been, acquired under the Plan, another compensation plan sponsored by Dover, or otherwise. Please review the Anti-hedging and Anti-pledging Policy to make sure that you are in compliance. You may obtain a copy of the current version of the Anti-hedging, Anti-pledging, and any Clawback Policy to be adopted by Dover by contacting the Benefits Department at 630-541-1540.
|
6.
|
For Non-US Employees, your Restricted Stock Unit Award is subject to the conditions of the Addendum for Non-US Employees.
|
7.
|
Your Restricted Stock Unit Award is not transferable by you other than by will or the laws of descent and distribution and in accordance with the applicable terms and conditions of the Plan.
|
8.
|
Dover reserves the right to amend, modify, or terminate the Plan at any time in its discretion without notice.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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:
|
April 20, 2017
|
/s/ Brad M. Cerepak
|
|
|
Brad M. Cerepak
|
|
|
Senior Vice President & Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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:
|
April 20, 2017
|
/s/ Robert A. Livingston
|
|
|
Robert A. Livingston
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
The Company’s Quarterly Report on Form 10-Q for the period ended
March 31, 2017
(the “Form 10-Q
”
) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
April 20, 2017
|
/s/ Robert A. Livingston
|
|
|
Robert A. Livingston
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Dated:
|
April 20, 2017
|
/s/ Brad M. Cerepak
|
|
|
Brad M. Cerepak
|
|
|
Senior Vice President & Chief Financial Officer
|
|
|
(Principal Financial Officer)
|