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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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41-1941551
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Title of Class
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Name of Exchange on which Registered
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Common Stock, $0.01 Par Value
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The Nasdaq Global Select Market
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Large Accelerated Filer
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x
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Accelerated Filer
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o
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Non-Accelerated Filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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•
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use of manufacturing equipment and facilities incorporating leading-edge technology including advanced cleanroom and cleaning procedures;
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•
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implementation of standardized manufacturing systems stressing optimization of equipment effectiveness, predictive maintenance, and direct labor productivity;
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•
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implementation of automated quality systems that provide both process monitoring and process control throughout the manufacturing process as well as predictive quality data to mitigate against potential quality excursions;
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•
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implementation of supply chain management systems that assure a reliable and responsive supply of high-quality raw materials;
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•
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conduct of manufacturing operations to assure the safety of our employees and of the individuals using our products; and
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•
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maintaining an agile manufacturing organization that is capable of rapid design and development of prototypes of new and derivative products, as well as promptly responding to customer feedback concerning prototypes so that we quickly commercialize and ramp production acceptable to our customers.
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technical expertise;
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breadth of product line;
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product quality and performance;
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breadth of geographic presence;
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advanced manufacturing capabilities;
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customer service and support; and
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total cost of ownership;
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after-sales service.
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historical customer relationships;
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engineered polymer conversion and processing;
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specialty coating capabilities;
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advanced membrane modification and cleaning;
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solids and powders compounding and handling;
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chemical distillation, synthesis and purification;
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graphite synthesis;
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gas delivery systems;
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blow molding;
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high-purity gas handling and transfilling;
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rotational molding;
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high-purity materials packaging;
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machining; and
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membrane casting;
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assembly.
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cartridge manufacturing and assembly;
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•
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unexpected changes in regulatory requirements that could impose additional costs on our operations or limit our ability to operate our business;
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•
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challenges in hiring and integrating workers in different countries;
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•
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management of a diverse workforce with different experience levels, languages, cultures, customs, business practices and worker expectations, along with differing employment practices and labor issues;
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•
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maintenance of appropriate business processes, procedures and internal controls, and compliance with, legal, environmental, health and safety, anti-corruption and other regulatory requirements;
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•
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development of relationships with local customers, suppliers and governments;
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•
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fluctuating pricing and availability of raw materials and supply chain interruptions;
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•
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expense and complexity of complying with U.S. and foreign import and export regulations, including the ability to obtain required import and export licenses;
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•
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liability for foreign taxes assessed at rates higher than those applicable to our domestic operations;
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•
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unanticipated government actions, such as trade wars, or laws, rules, regulations and policies that favor domestic companies over nondomestic companies, including customer or government efforts to provide for the development and growth of local competitors;
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•
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customer or government efforts to encourage operations and sourcing in a particular country, such as Korea and China; and
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•
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political and economic instability and uncertainty.
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•
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making it more difficult for us to satisfy our obligations with respect to the Notes, the Term Loan and the ABL Facility;
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•
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limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate purposes;
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•
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requiring a substantial portion of our cash flow to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, acquisitions and other general corporate purposes;
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•
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increasing our vulnerability to adverse changes in general economic, industry and competitive conditions;
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•
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exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under the Term Loan and the ABL Facility, include variable interest rates;
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•
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limiting our flexibility in planning for and reacting to changes in the industry in which we compete;
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•
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preventing us from raising funds necessary to repurchase all Notes tendered to us upon the occurrence of certain change of control repurchase events, which could constitute a default under the indenture governing the Notes;
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•
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placing us at a disadvantage compared to other, less leveraged competitors or competitors with comparable debt at more favorable interest rates; and
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•
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increasing our cost of borrowing.
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•
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incur certain liens;
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•
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incur additional indebtedness and guarantee indebtedness;
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•
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pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock;
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•
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prepay, redeem or repurchase certain debt;
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•
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make investments, loans, advances and acquisitions;
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•
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sell or otherwise dispose of assets, including capital stock of our subsidiaries;
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•
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enter into transactions with affiliates;
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•
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alter the businesses we conduct;
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•
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enter into agreements restricting our subsidiaries’ ability to pay dividends; and
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•
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consolidate, merge or sell all or substantially all of our assets.
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•
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finance our operations;
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•
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make needed capital expenditures;
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•
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make strategic acquisitions or investments or enter into joint ventures;
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•
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withstand a future downturn in our business, the industry or the economy in general;
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•
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compete effectively and engage in business activities, including future opportunities, that may be in our best interest; and
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•
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plan for or react to market conditions or otherwise execute our business strategies.
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Location
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Principal Function
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Approximate
Square Feet
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Leased/
Owned
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Reporting Segment
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Bedford, Massachusetts
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Research & Manufacturing
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80,000
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Owned
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MC & SCEM
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Billerica, Massachusetts
(1)
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Executive Offices, Research & Manufacturing
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175,000
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Leased
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MC & SCEM
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Bloomington, MN
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Research & Manufacturing
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68,000
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Leased
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AMH
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Burnet, TX
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Research & Manufacturing
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77,000
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Owned
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SCEM
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Chaska, Minnesota
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Executive Offices, Research & Manufacturing
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186,000
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Owned
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AMH
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Colorado Springs, CO
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Manufacturing
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82,000
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Owned
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AMH
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Colorado Springs, CO
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Manufacturing
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40,000
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Leased
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AMH
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Danbury, CT
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Research & Manufacturing
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73,000
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Leased
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SCEM
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Decatur, Texas
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Manufacturing
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359,000
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Owned
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SCEM
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Hsin-chu, Taiwan
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Executive Offices, Sales Research & Manufacturing
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109,000
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Leased
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MC, SCEM & AMH
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Yangmei City, Taiwan
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Manufacturing
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40,000
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Leased
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AMH
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JangAn, South Korea
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Manufacturing
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127,000
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Owned
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SCEM & AMH
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Kulim, Malaysia
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Manufacturing
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195,000
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Owned
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SCEM & AMH
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Montpellier, France
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Cleaning Services
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53,000
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Owned
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AMH
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Russellville, Arkansas
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Manufacturing
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113,127
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Leased
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SCEM
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Suwon, South Korea
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Executive Offices & Research
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42,000
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Leased
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MC & SCEM
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Tokyo, Japan
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Executive Offices, Sales & Research
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27,000
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Leased
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MC, SCEM & AMH
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Wonju City, South Korea
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Manufacturing
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39,000
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Owned
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AMH
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Yonezawa, Japan
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Manufacturing
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185,000
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Owned
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MC & AMH
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Name
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Age
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Office
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First Appointed
To Office*
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Bertrand Loy
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52
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President & Chief Executive Officer
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2001
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Gregory B. Graves
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57
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Executive Vice President, Chief Financial
Officer & Treasurer
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2002
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Todd Edlund
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55
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Executive Vice President & Chief Operating Officer
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2007
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Sue Lee
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41
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Senior Vice President
,
Secretary & General Counsel
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2016
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Sue Rice
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59
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Senior Vice President, Human Resources
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2017
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Corey Rucci
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58
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Senior Vice President, Business Development
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2014
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Gregory Marshall
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60
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Senior Vice President, Quality, EH&S and Entegris Business Support
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2011
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Stuart Tison
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54
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Senior Vice President & General Manager, Specialty Chemicals and Engineered Materials
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2016
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Clint Haris
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45
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Senior Vice President & General Manager, Microcontamination Control
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2016
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William Shaner
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50
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Senior Vice President & General Manager, Advanced Materials Handling
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2007
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Bruce W. Beckman
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50
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Senior Vice President, Finance
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2018
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Michael D. Sauer
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52
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Vice President, Controller & Chief Accounting Officer
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2011
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2017
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2016
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||||||||||||
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Low
|
|
High
|
|
Low
|
|
High
|
||||||||
First quarter
|
$
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17.65
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|
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$
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23.85
|
|
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$
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10.37
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|
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$
|
13.80
|
|
Second quarter
|
$
|
21.90
|
|
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$
|
27.20
|
|
|
$
|
12.79
|
|
|
$
|
14.77
|
|
Third quarter
|
$
|
21.78
|
|
|
$
|
28.85
|
|
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$
|
13.97
|
|
|
$
|
17.73
|
|
Fourth quarter
|
$
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28.20
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|
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$
|
32.80
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|
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$
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14.73
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|
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$
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18.95
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|
|
December 31, 2012
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December 31, 2013
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|
December 31, 2014
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December 31, 2015
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December 31, 2016
|
|
December 31, 2017
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Entegris, Inc.
|
$100.00
|
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$126.25
|
|
$143.90
|
|
$144.55
|
|
$194.99
|
|
$332.42
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NASDAQ Composite
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100.00
|
|
140.12
|
|
160.78
|
|
171.97
|
|
187.22
|
|
242.71
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Philadelphia Semiconductor Index
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100.00
|
|
141.84
|
|
186.38
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|
183.36
|
|
237.14
|
|
333.28
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Period
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(a)
Total Number of Shares Purchased
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(b)
Average Price Paid per Share
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(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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(d)
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
||
October 1 through November 4, 2017
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137,500
|
|
$30.27
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137,500
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$70,265,481
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November 5 through December 2, 2017
|
95,500
|
|
$31.58
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95,500
|
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$67,249,688
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December 3 through December 31, 2017
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92,962
|
|
$30.36
|
92,962
|
|
$64,427,356
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Total
|
325,962
|
|
$30.68
|
325,962
|
|
$64,427,356
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(In thousands, except per share amounts)
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Year ended December 31, 2017
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Year ended December 31, 2016
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Year ended December 31, 2015
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Year ended December 31, 2014
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Year ended December 31, 2013
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||||||||||
Operating Results
|
|
|
|
|
|
|
|
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||||||||||
Net sales
|
$
|
1,342,532
|
|
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$
|
1,175,270
|
|
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$
|
1,081,121
|
|
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$
|
962,069
|
|
|
$
|
693,459
|
|
Gross profit
|
608,985
|
|
|
508,691
|
|
|
470,231
|
|
|
376,683
|
|
|
294,214
|
|
|||||
Selling, general and administrative expenses
|
216,194
|
|
|
201,901
|
|
|
198,914
|
|
|
231,833
|
|
|
137,123
|
|
|||||
Engineering, research and development expenses
|
106,951
|
|
|
106,991
|
|
|
105,900
|
|
|
87,711
|
|
|
55,320
|
|
|||||
Amortization of intangible assets
|
44,023
|
|
|
44,263
|
|
|
47,349
|
|
|
37,067
|
|
|
9,347
|
|
|||||
Contingent consideration fair value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,282
|
)
|
|
(1,813
|
)
|
|||||
Operating income
|
241,817
|
|
|
155,536
|
|
|
118,068
|
|
|
21,354
|
|
|
94,237
|
|
|||||
Income (loss) before income taxes and equity in net loss of affiliate
|
184,731
|
|
|
119,999
|
|
|
92,185
|
|
|
(13,392
|
)
|
|
96,195
|
|
|||||
Income tax expense (benefit)
|
99,665
|
|
|
22,852
|
|
|
10,202
|
|
|
(21,572
|
)
|
|
21,669
|
|
|||||
Net income
|
85,066
|
|
|
97,147
|
|
|
80,296
|
|
|
7,887
|
|
|
74,526
|
|
|||||
Earnings Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share
|
$
|
0.59
|
|
|
$
|
0.68
|
|
|
$
|
0.57
|
|
|
$
|
0.06
|
|
|
$
|
0.53
|
|
Weighted average shares outstanding – diluted
|
143,518
|
|
|
142,050
|
|
|
141,121
|
|
|
140,062
|
|
|
139,618
|
|
|||||
Operating Ratios – % of net sales
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit
|
45.4
|
%
|
|
43.3
|
%
|
|
43.5
|
%
|
|
39.2
|
%
|
|
42.4
|
%
|
|||||
Selling, general and administrative expenses
|
16.1
|
|
|
17.2
|
|
|
18.4
|
|
|
24.1
|
|
|
19.8
|
|
|||||
Engineering, research and development expenses
|
8.0
|
|
|
9.1
|
|
|
9.8
|
|
|
9.1
|
|
|
8.0
|
|
|||||
Amortization of intangible assets
|
3.3
|
|
|
3.8
|
|
|
4.4
|
|
|
3.9
|
|
|
1.3
|
|
|||||
Contingent consideration fair value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|||||
Operating income
|
18.0
|
|
|
13.2
|
|
|
10.9
|
|
|
2.2
|
|
|
13.6
|
|
|||||
Income (loss) before income taxes and equity in net loss of affiliate
|
13.8
|
|
|
10.2
|
|
|
8.5
|
|
|
(1.4
|
)
|
|
13.9
|
|
|||||
Effective tax rate
|
54.0
|
|
|
19.0
|
|
|
11.1
|
|
|
161.1
|
|
|
22.5
|
|
|||||
Net income
|
6.3
|
|
|
8.3
|
|
|
7.4
|
|
|
0.8
|
|
|
10.7
|
|
|||||
Cash Flow Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
102,231
|
|
|
$
|
99,886
|
|
|
$
|
101,654
|
|
|
$
|
83,704
|
|
|
$
|
38,815
|
|
Capital expenditures
|
93,597
|
|
|
65,260
|
|
|
71,977
|
|
|
57,733
|
|
|
60,360
|
|
|||||
Net cash provided by operating activities
|
293,373
|
|
|
207,555
|
|
|
120,918
|
|
|
126,423
|
|
|
109,402
|
|
|||||
Net cash used in investing activities
|
(112,455
|
)
|
|
(66,686
|
)
|
|
(63,638
|
)
|
|
(860,295
|
)
|
|
(47,029
|
)
|
|||||
Net cash provided by (used in) financing activities
|
27,251
|
|
|
(81,747
|
)
|
|
(92,787
|
)
|
|
747,648
|
|
|
(3,895
|
)
|
|||||
Balance Sheet and Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
1,057,608
|
|
|
$
|
800,131
|
|
|
$
|
708,787
|
|
|
$
|
763,604
|
|
|
$
|
612,305
|
|
Current liabilities
|
290,971
|
|
|
261,571
|
|
|
175,550
|
|
|
262,520
|
|
|
97,585
|
|
|||||
Working capital
|
766,637
|
|
|
538,560
|
|
|
533,237
|
|
|
501,084
|
|
|
514,720
|
|
|||||
Current ratio
|
3.63
|
|
|
3.06
|
|
|
4.04
|
|
|
2.91
|
|
|
6.27
|
|
|||||
Long-term debt, including current maturities
|
674,380
|
|
|
584,677
|
|
|
656,044
|
|
|
753,012
|
|
|
—
|
|
|||||
Shareholders’ equity
|
993,018
|
|
|
899,218
|
|
|
802,883
|
|
|
748,441
|
|
|
756,843
|
|
|||||
Total assets
|
1,976,172
|
|
|
1,699,532
|
|
|
1,646,697
|
|
|
1,748,307
|
|
|
875,294
|
|
|||||
Return on average shareholders’ equity – %
|
9.0
|
%
|
|
11.4
|
%
|
|
10.4
|
%
|
|
1.0
|
%
|
|
10.3
|
%
|
|||||
Shares outstanding at end of year
|
141,283
|
|
|
141,320
|
|
|
140,716
|
|
|
139,793
|
|
|
138,734
|
|
•
|
Level of sales
Since a significant portion of the Company’s product costs (except for raw materials, purchased components and direct labor) are largely fixed in the short-to-medium term, an increase or decrease in sales affects gross profits and overall profitability significantly. Also, increases or decreases in sales and operating profitability affect certain costs such as incentive compensation and commissions, which are highly variable in nature. The Company’s sales are subject to the effects of industry cyclicality, technological change, substantial competition, pricing pressures and foreign currency fluctuation.
|
•
|
Variable margin on sales
The Company’s variable margin on sales is determined by selling prices and the costs of manufacturing and raw materials. This is affected by a number of factors, which include the Company’s sales mix, purchase prices of raw material (especially polymers, membranes, stainless steel and purchased components), domestic and international competition, direct labor costs, and the efficiency of the Company’s production operations, among others.
|
•
|
Fixed cost structure
The Company’s operations include a number of large fixed or semi-fixed cost components, which include salaries, indirect labor and benefits, facility costs, lease expenses, and depreciation and amortization. It is not possible to vary these costs easily in the short-term as volumes fluctuate. Accordingly, increases or decreases in sales volume can have a large effect on the usage and productivity of these cost components, resulting in a large impact on the Company’s profitability.
|
a.
|
A significant decrease in the market price of a long-lived asset (asset group);
|
b.
|
A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition;
|
c.
|
A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator;
|
d.
|
An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group);
|
e.
|
A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and
|
f.
|
A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.
|
(Dollars in thousands)
|
2017
|
|
2016
|
||||||||||
|
|
% of net sales
|
|
|
|
% of net sales
|
|||||||
Net sales
|
$
|
1,342,532
|
|
|
100.0
|
%
|
|
$
|
1,175,270
|
|
|
100.0
|
%
|
Cost of sales
|
733,547
|
|
|
54.6
|
|
|
666,579
|
|
|
56.7
|
|
||
Gross profit
|
608,985
|
|
|
45.4
|
|
|
508,691
|
|
|
43.3
|
|
||
Selling, general and administrative expenses
|
216,194
|
|
|
16.1
|
|
|
201,901
|
|
|
17.2
|
|
||
Engineering, research and development expenses
|
106,951
|
|
|
8.0
|
|
|
106,991
|
|
|
9.1
|
|
||
Amortization of intangible assets
|
44,023
|
|
|
3.3
|
|
|
44,263
|
|
|
3.8
|
|
||
Operating income
|
241,817
|
|
|
18.0
|
|
|
155,536
|
|
|
13.2
|
|
||
Interest expense
|
32,343
|
|
|
2.4
|
|
|
36,846
|
|
|
3.1
|
|
||
Interest income
|
(715
|
)
|
|
(0.1
|
)
|
|
(318
|
)
|
|
—
|
|
||
Other expense (income), net
|
25,458
|
|
|
1.9
|
|
|
(991
|
)
|
|
(0.1
|
)
|
||
Income before income taxes
|
184,731
|
|
|
13.8
|
|
|
119,999
|
|
|
10.2
|
|
||
Income tax expense
|
99,665
|
|
|
7.4
|
|
|
22,852
|
|
|
1.9
|
|
||
Net income
|
$
|
85,066
|
|
|
6.3
|
|
|
$
|
97,147
|
|
|
8.3
|
|
(In thousands)
|
2017
|
|
2016
|
||||
Specialty Chemicals and Engineered Materials
|
|
|
|
||||
Net sales
|
$
|
485,470
|
|
|
$
|
428,328
|
|
Segment profit
|
132,859
|
|
|
96,060
|
|
||
Microcontamination Control
|
|
|
|
||||
Net sales
|
$
|
436,225
|
|
|
$
|
362,658
|
|
Segment profit
|
160,715
|
|
|
110,042
|
|
||
Advanced Materials Handling
|
|
|
|
||||
Net sales
|
420,837
|
|
|
384,284
|
|
||
Segment profit
|
77,971
|
|
|
73,452
|
|
(Dollars in thousands)
|
2016
|
|
2015
|
||||||||||
|
|
% of net sales
|
|
|
|
% of net sales
|
|||||||
Net sales
|
$
|
1,175,270
|
|
|
100.0
|
%
|
|
$
|
1,081,121
|
|
|
100.0
|
%
|
Cost of sales
|
666,579
|
|
|
56.7
|
|
|
610,890
|
|
|
56.5
|
|
||
Gross profit
|
508,691
|
|
|
43.3
|
|
|
470,231
|
|
|
43.5
|
|
||
Selling, general and administrative expenses
|
201,901
|
|
|
17.2
|
|
|
198,914
|
|
|
18.4
|
|
||
Engineering, research and development expenses
|
106,991
|
|
|
9.1
|
|
|
105,900
|
|
|
9.8
|
|
||
Amortization of intangible assets
|
44,263
|
|
|
3.8
|
|
|
47,349
|
|
|
4.4
|
|
||
Operating income
|
155,536
|
|
|
13.2
|
|
|
118,068
|
|
|
10.9
|
|
||
Interest expense
|
36,846
|
|
|
3.1
|
|
|
38,667
|
|
|
3.6
|
|
||
Interest income
|
(318
|
)
|
|
—
|
|
|
(429
|
)
|
|
—
|
|
||
Other income, net
|
(991
|
)
|
|
(0.1
|
)
|
|
(12,355
|
)
|
|
(1.1
|
)
|
||
Income before income taxes and equity in net loss of affiliate
|
119,999
|
|
|
10.2
|
|
|
92,185
|
|
|
8.5
|
|
||
Income tax expense
|
22,852
|
|
|
1.9
|
|
|
10,202
|
|
|
0.9
|
|
||
Equity in net loss of affiliate
|
—
|
|
|
—
|
|
|
1,687
|
|
|
0.2
|
|
||
Net income
|
$
|
97,147
|
|
|
8.3
|
|
|
$
|
80,296
|
|
|
7.4
|
|
(In thousands)
|
2016
|
|
2015
|
||||
Specialty Chemicals and Engineered Materials
|
|
|
|
||||
Net sales
|
$
|
428,328
|
|
|
$
|
418,878
|
|
Segment profit
|
96,060
|
|
|
100,370
|
|
||
Microcontamination Control
|
|
|
|
||||
Net sales
|
$
|
362,658
|
|
|
$
|
315,817
|
|
Segment profit
|
110,042
|
|
|
83,076
|
|
||
Advanced Materials Handling
|
|
|
|
||||
Net sales
|
384,284
|
|
|
346,426
|
|
||
Segment profit
|
73,452
|
|
|
66,419
|
|
|
2016
|
|
2017
|
||||||||||||||||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
$
|
267,024
|
|
|
$
|
303,052
|
|
|
$
|
296,692
|
|
|
$
|
308,502
|
|
|
$
|
317,377
|
|
|
$
|
329,002
|
|
|
$
|
345,591
|
|
|
$
|
350,562
|
|
Gross profit
|
114,706
|
|
|
139,205
|
|
|
122,980
|
|
|
131,800
|
|
|
139,596
|
|
|
150,303
|
|
|
155,407
|
|
|
163,679
|
|
||||||||
Selling, general and administrative expenses
|
47,956
|
|
|
53,597
|
|
|
51,614
|
|
|
48,734
|
|
|
50,492
|
|
|
52,985
|
|
|
57,699
|
|
|
55,018
|
|
||||||||
Engineering, research and development expenses
|
25,902
|
|
|
28,146
|
|
|
25,720
|
|
|
27,223
|
|
|
27,239
|
|
|
27,221
|
|
|
26,002
|
|
|
26,489
|
|
||||||||
Amortization of intangible assets
|
11,289
|
|
|
11,062
|
|
|
10,974
|
|
|
10,938
|
|
|
10,945
|
|
|
11,007
|
|
|
11,051
|
|
|
11,020
|
|
||||||||
Operating income
|
29,559
|
|
|
46,400
|
|
|
34,672
|
|
|
44,905
|
|
|
50,920
|
|
|
59,090
|
|
|
60,655
|
|
|
71,152
|
|
||||||||
Net income (loss)
|
16,212
|
|
|
32,890
|
|
|
21,947
|
|
|
26,098
|
|
|
32,514
|
|
|
39,991
|
|
|
40,902
|
|
|
(28,341
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||||||||||
(Percent of net sales)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
||||||||
Gross profit
|
43.0
|
|
|
45.9
|
|
|
41.5
|
|
|
42.7
|
|
|
44.0
|
|
|
45.7
|
|
|
45.0
|
|
|
46.7
|
|
||||||||
Selling, general and administrative expenses
|
18.0
|
|
|
17.7
|
|
|
17.4
|
|
|
15.8
|
|
|
15.9
|
|
|
16.1
|
|
|
16.7
|
|
|
15.7
|
|
||||||||
Engineering, research and development expenses
|
9.7
|
|
|
9.3
|
|
|
8.7
|
|
|
8.8
|
|
|
8.6
|
|
|
8.3
|
|
|
7.5
|
|
|
7.6
|
|
||||||||
Amortization of intangibles
|
4.2
|
|
|
3.7
|
|
|
3.7
|
|
|
3.5
|
|
|
3.4
|
|
|
3.3
|
|
|
3.2
|
|
|
3.1
|
|
||||||||
Operating income
|
11.1
|
|
|
15.3
|
|
|
11.7
|
|
|
14.6
|
|
|
16.0
|
|
|
18.0
|
|
|
17.6
|
|
|
20.3
|
|
||||||||
Net income (loss)
|
6.1
|
|
|
10.9
|
|
|
7.4
|
|
|
8.5
|
|
|
10.2
|
|
|
12.2
|
|
|
11.8
|
|
|
(8.1
|
)
|
(In thousands)
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
||||||||||||||
Long-term debt
1
|
$
|
683,850
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133,850
|
|
|
$
|
—
|
|
|
$
|
550,000
|
|
Interest
2
|
223,396
|
|
|
30,549
|
|
|
30,549
|
|
|
30,549
|
|
|
27,141
|
|
|
25,438
|
|
|
79,170
|
|
|||||||
Pension obligations
|
6,774
|
|
|
102
|
|
|
103
|
|
|
205
|
|
|
186
|
|
|
437
|
|
|
5,741
|
|
|||||||
Capital lease obligations
|
6,000
|
|
|
750
|
|
|
1,000
|
|
|
1,000
|
|
|
1,000
|
|
|
1,000
|
|
|
1,250
|
|
|||||||
Capital purchase obligations
3
|
2,259
|
|
|
2,259
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
42,557
|
|
|
9,805
|
|
|
7,663
|
|
|
5,015
|
|
|
4,911
|
|
|
3,369
|
|
|
11,794
|
|
|||||||
Total
|
$
|
964,836
|
|
|
$
|
43,465
|
|
|
$
|
39,315
|
|
|
$
|
36,769
|
|
|
$
|
167,088
|
|
|
$
|
30,244
|
|
|
$
|
647,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unrecognized tax benefits
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
1,342,532
|
|
|
$
|
1,175,270
|
|
|
$
|
1,081,121
|
|
Net income
|
$
|
85,066
|
|
|
$
|
97,147
|
|
|
$
|
80,296
|
|
Adjustments to net income
|
|
|
|
|
|
||||||
Equity in net loss of affiliate
|
—
|
|
|
—
|
|
|
1,687
|
|
|||
Income tax expense
|
99,665
|
|
|
22,852
|
|
|
10,202
|
|
|||
Interest expense
|
32,343
|
|
|
36,846
|
|
|
38,667
|
|
|||
Interest income
|
(715
|
)
|
|
(318
|
)
|
|
(429
|
)
|
|||
Other expense (income), net
|
25,458
|
|
|
(991
|
)
|
|
(12,355
|
)
|
|||
GAAP – Operating income
|
241,817
|
|
|
155,536
|
|
|
118,068
|
|
|||
Integration costs
|
—
|
|
|
—
|
|
|
12,667
|
|
|||
Severance related to organizational realignment
|
2,700
|
|
|
2,405
|
|
|
—
|
|
|||
Impairment of equipment and intangibles
1
|
10,400
|
|
|
5,826
|
|
|
—
|
|
|||
Amortization of intangible assets
|
44,023
|
|
|
44,263
|
|
|
47,349
|
|
|||
Adjusted operating income
|
298,940
|
|
|
208,030
|
|
|
178,084
|
|
|||
Depreciation
|
58,208
|
|
|
55,623
|
|
|
54,305
|
|
|||
Adjusted EBITDA
|
$
|
357,148
|
|
|
$
|
263,653
|
|
|
$
|
232,389
|
|
Adjusted operating margin
|
22.3
|
%
|
|
17.7
|
%
|
|
16.5
|
%
|
|||
Adjusted EBITDA – as a % of net sales
|
26.6
|
%
|
|
22.4
|
%
|
|
21.5
|
%
|
(Dollars in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
85,066
|
|
|
$
|
97,147
|
|
|
$
|
80,296
|
|
Adjustments to net income:
|
|
|
|
|
|
||||||
Integration costs
|
—
|
|
|
—
|
|
|
12,667
|
|
|||
Severance
|
2,700
|
|
|
2,405
|
|
|
—
|
|
|||
Impairment of equipment and intangibles
1
|
13,200
|
|
|
5,826
|
|
|
—
|
|
|||
Loss on debt extinguishment
|
20,687
|
|
|
—
|
|
|
—
|
|
|||
Net gain on impairment/sale of short-term investment or equity investment
|
—
|
|
|
(156
|
)
|
|
(1,449
|
)
|
|||
Amortization of intangible assets
|
44,023
|
|
|
44,263
|
|
|
47,349
|
|
|||
Tax effect of adjustments to net income and discrete tax items
2
|
(26,046
|
)
|
|
(16,637
|
)
|
|
(18,248
|
)
|
|||
Tax effect of Tax Cuts and Jobs Act
|
66,713
|
|
|
—
|
|
|
—
|
|
|||
Non-GAAP net income
|
$
|
206,343
|
|
|
$
|
132,848
|
|
|
$
|
120,615
|
|
Diluted earnings per common share
|
$
|
0.59
|
|
|
$
|
0.68
|
|
|
$
|
0.57
|
|
Effect of adjustments to net income
|
$
|
0.85
|
|
|
$
|
0.25
|
|
|
$
|
0.29
|
|
Diluted non-GAAP earnings per common share
|
$
|
1.44
|
|
|
$
|
0.94
|
|
|
$
|
0.85
|
|
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights (1)
|
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a)) (2)
|
||||
Plan category
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders
|
|
4,129,624
|
|
|
$
|
13.46
|
|
|
8,815,168
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,129,624
|
|
|
$
|
13.46
|
|
|
8,815,168
|
|
(1)
|
The weighted average exercise price does not take into account the shares issuable upon outstanding restricted stock unit vesting, which have no exercise price.
|
(2)
|
These shares are available under the 2010 Stock Plan for future issuance for stock options, restricted stock units, performance shares and stock awards in accordance with the terms of the 2010 Stock Plan.
|
(a)
|
The following documents are filed as a part of this report:
|
1.
|
Financial Statements.
The Consolidated Financial Statements listed under Item 8 of this report and in the Index to Consolidated Financial Statements on page F-1 of this report are incorporated by reference herein.
|
2.
|
Exhibits.
|
A.
|
The following exhibits are incorporated by reference:
|
Reg. S-K
Item 601(b)
Reference
|
|
Document Incorporated
|
|
Referenced
Document on file
with the
Commission
|
(2)
|
|
Agreement and Plan of Merger, dated as of February 4, 2014, among Entegris, Inc., Atomic Merger Corporation and ATMI, Inc.
|
|
Exhibit 2.1 to Entegris, Inc Current Report on Form 8-K filed on February 4, 2014
|
(3)
|
|
By-Laws of Entegris, Inc., as amended December 17, 2008
|
|
Exhibit 3 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008
|
(3)
|
|
Amended and Restated Certificate of Incorporation of Entegris, Inc., as amended
|
|
Exhibit 3.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2011
|
(4)
|
|
Form of certificate representing shares of Common Stock, $.01 par value per share
|
|
Exhibit 4.1 to Form S-4 Registration Statement of Entegris, Inc. and Eagle DE, Inc. (No. 333-124719)
|
(4)
|
|
Indenture, dated as of November 10, 2017, by and among the Company, certain of subsidiaries of the Company and Wells Fargo Bank, National Association Bank, as trustee, including the form of note representing the 2026 Notes
|
|
Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2017
|
(10)
|
|
ABL Credit and Guaranty Agreement, dated as of April 30, 2014, among the Company, certain subsidiaries of the Company as guarantors, the lenders party thereto and Goldman Sachs Bank USA as administrative agent and collateral agent
|
|
Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2014
|
(10)
|
|
Term Loan Credit and Guaranty Agreement, dated as of April 30, 2014, among the Company, certain subsidiaries of the Company as guarantors, the lenders party thereto and Goldman Sachs Bank USA as administrative agent and collateral agent
|
|
Exhibit 10.2 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2014
|
(10)
|
|
Amendment No. 1 to Term Credit and Guaranty Agreement, dated as of March 14, 2017, among the Company, Goldman Sachs Bank USA, as administrative agent and collateral agent, and each participating lender party thereto
|
|
Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2017
|
(10)
|
|
ABL Pledge and Security Agreement, dated as of April 30, 2014, among the Company, certain subsidiaries of the Company as guarantors, the lenders party thereto and Goldman Sachs Bank USA as collateral agent
|
|
Exhibit 10.3 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2014
|
(10)
|
|
Term Loan Pledge and Security Agreement, dated as of April 30, 2014, among the Company, certain subsidiaries of the Company as guarantors, the lenders party thereto and Goldman Sachs Bank USA as collateral agent
|
|
Exhibit 10.4 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2014
|
(10)
|
|
ABL Intercreditor Agreement, dated as of April 30, 2014, among Goldman Sachs Bank USA, as ABL Collateral Agent, Goldman Sachs Bank USA, as Term Collateral Agent, and acknowledged by the Company and its wholly owned domestic subsidiaries
|
|
Exhibit 10.5 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2014
|
(10)
|
|
Entegris, Inc. – 2010 Stock Plan, as amended*
|
|
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended July 3, 2010
|
(10)
|
|
Entegris, Inc. Outside Directors’ Stock Option Plan*
|
|
Exhibit 10.2 to Entegris, Inc. Registration Statement on Form S-1 (No. 333-33668)
|
(10)
|
|
Entegris, Inc. Amended and Restated Employee Stock Purchase Plan*
|
|
Exhibit 4.1 to Entegris, Inc. Registration Statement on Form S-8 (No. 333-211444)
|
(10)
|
|
Second Amended and Restated Entegris Incentive Plan*
|
|
Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2017
|
(10)
|
|
Trust Agreement between Entegris, Inc. Fidelity Management Trust Company and Entegris Inc. 401(k) Savings and Profit Sharing Plan Trust, dated December 29, 2007.
|
|
Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2007
|
(10)
|
|
Entegris, Inc. - 401(k) Savings and Profit Sharing Plan (2017 Restatement)*
|
|
Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2017
|
(10)
|
|
Entegris, Inc. 2007 Deferred Compensation Plan*
|
|
Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form10-Q for the fiscal period ended June 30, 2007
|
(10)
|
|
Amended and Restated Supplemental Executive Retirement Plan for Key Salaried Employees*
|
|
Exhibit 10.2 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008
|
(10)
|
|
Amendment to Amended and Restated SERP*
|
|
Exhibit 10.15 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
|
(10)
|
|
Lease Agreement, dated April 1, 2002 between Nortel Networks HPOCS Inc. and Mykrolis Corporation, relating to Executive office, R&D and manufacturing facility located at 129 Concord Road Billerica, MA
|
|
Exhibit 10.1.3 to Mykrolis Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002
|
(10)
|
|
Amendment of Lease between Entegris, Inc. and KBS Rivertech, LLC dated April 1, 2012
|
|
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended June 30, 2012
|
(10)
|
|
Second Amendment of Lease, dated March 8, 2016, between Entegris, Inc. and KBS Rivertech, LLC
|
|
Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2016
|
(10)
|
|
Fluoropolymer Purchase and Sale Agreement, by and between E.I. Du Pont De Nemours and Company and the Registrant, dated January 1, 2011, as amended
|
|
Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form 10-Q for the quarter ended April 2, 2011
|
(10)
|
|
Form of Indemnification Agreement between Entegris, Inc. and each of its executive officers and Directors
|
|
Exhibit 10.30 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended August 27, 2005
|
(10)
|
|
Form of Executive Change of Control Termination Agreement between Entegris, Inc. and certain of its executive officers*
|
|
Exhibit 10.31 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended August 27, 2005
|
(10)
|
|
Form of Revised Executive Change of Control Termination Agreement between Entegris, Inc. and certain of its executive officers executed in 2015 (other than those executive officers who executed the form previously filed)*
|
|
Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016
|
(10)
|
|
Entegris, Inc. 2010 Stock Option Award Agreement*
|
|
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the fiscal period ended April 3, 2010
|
(10)
|
|
Entegris, Inc. 2011 Stock Option Award Agreement*
|
|
Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2012
|
(10)
|
|
Entegris, Inc. 2012 Stock Option Grant Agreement*
|
|
Exhibit 10.3 to Entegris, Inc. Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2012
|
(10)
|
|
Entegris, Inc. 2013 Stock Option Grant Agreement*
|
|
Exhibit 10.2 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015
|
(10)
|
|
Entegris, Inc. 2014 Performance Award Agreement*
|
|
Exhibit 10.2 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015
|
(10)
|
|
Entegris, Inc. 2014 RSU Unit Award Agreement*
|
|
Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015
|
(10)
|
|
Entegris, Inc. 2014 Stock Option Grant Agreement*
|
|
Exhibit 10.4 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015
|
(10)
|
|
Entegris, Inc. 2015 Performance Share Award Agreement*
|
|
Exhibit 10.2 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016
|
(10)
|
|
Entegris, Inc. 2015 RSU Unit Award Agreement*
|
|
Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016
|
(10)
|
|
Entegris, Inc. 2015 Stock Option Grant Agreement*
|
|
Exhibit 10.4 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016
|
(10)
|
|
Entegris, Inc. 2016 Performance Share Award Agreement*
|
|
Exhibit 10.2 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2017
|
(10)
|
|
Entegris, Inc. 2016 RSU Unit Award Agreement*
|
|
Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2017
|
(10)
|
|
Entegris, Inc. 2016 Stock Option Grant Agreement*
|
|
Exhibit 10.4 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2017
|
(10)
|
|
Executive Employment Agreement, effective November 28, 2012, between the Registrant and Bertrand Loy*
|
|
Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2012
|
(10)
|
|
Amendment No. 1, dated April 26, 2013, to Executive Change in Control Termination Agreement, between Entegris, Inc. and Bertrand Loy*
|
|
Exhibit 99.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2013
|
(10)
|
|
Severance Protection Agreement, dated May 13, 2011 between Entegris, Inc. and Gregory B. Graves*
|
|
Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended July 2, 2011
|
(10)
|
|
Amendment No. 1, dated as of February 23, 2016, to the Severance Protection Agreement by and between Entegris, Inc, and Gregory B. Graves*
|
|
Exhibit 10.3 to Entegris, Inc. Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 28, 2016
|
(10)
|
|
Executive Separation Letter Agreement, dated as of June 13, 2016, by and between Entegris, Inc. and Christian F. Kramer*
|
|
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 28, 2016
|
(10)
|
|
Executive Separation Letter Agreement, dated as of February 3, 2016 by and between Entegris, Inc. and Peter W. Walcott*
|
|
Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 28, 2016
|
Reference
|
|
Exhibit No.
|
|
Documents Filed Herewith
|
(10)
|
|
10.1
|
|
|
(10)
|
|
10.2
|
|
|
(10)
|
|
10.3
|
|
|
(21)
|
|
21
|
|
|
(23)
|
|
23
|
|
|
(24)
|
|
24
|
|
|
(31)
|
|
31.1
|
|
|
(31)
|
|
31.2
|
|
|
(32)
|
|
32.1
|
|
|
(32)
|
|
32.2
|
|
|
(101)
|
|
101.INS
|
|
XBRL Instance Document
|
(101)
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
(101)
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
(101)
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
(101)
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
(101)
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
ENTEGRIS, INC.
|
||
|
|
|
|
Date: February 14, 2018
|
By
|
|
/s/ B
ERTRAND
L
OY
|
|
|
|
Bertrand Loy
|
|
|
|
President & Chief Executive Officer
|
*By
|
|
/s/ SUE LEE
|
Sue Lee, Attorney-in-fact
|
Reference
|
|
Exhibit No.
|
|
Documents Filed Herewith
|
(10)
|
|
10.1
|
|
|
(10)
|
|
10.2
|
|
|
(10)
|
|
10.3
|
|
|
(21)
|
|
21
|
|
|
(23)
|
|
23
|
|
|
(24)
|
|
24
|
|
|
(31)
|
|
31.1
|
|
|
(31)
|
|
31.2
|
|
|
(32)
|
|
32.1
|
|
|
(32)
|
|
32.2
|
|
|
(101)
|
|
101.INS
|
|
XBRL Instance Document
|
(101)
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
(101)
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
(101)
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
(101)
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
(101)
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
|
F-9
|
(In thousands, except share and per share data)
|
December 31, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
625,408
|
|
|
$
|
406,389
|
|
Trade accounts and notes receivable, net
|
183,434
|
|
|
165,675
|
|
||
Inventories, net
|
198,089
|
|
|
183,529
|
|
||
Deferred tax charges and refundable income taxes
|
18,012
|
|
|
20,140
|
|
||
Other current assets
|
32,665
|
|
|
24,398
|
|
||
Total current assets
|
1,057,608
|
|
|
800,131
|
|
||
Property, plant and equipment, net
|
359,523
|
|
|
321,562
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
359,688
|
|
|
345,269
|
|
||
Intangible assets, net
|
182,430
|
|
|
217,548
|
|
||
Deferred tax assets and other noncurrent tax assets
|
9,103
|
|
|
8,022
|
|
||
Other
|
7,820
|
|
|
7,000
|
|
||
Total assets
|
$
|
1,976,172
|
|
|
$
|
1,699,532
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Long-term debt, current maturities
|
$
|
100,000
|
|
|
$
|
100,000
|
|
Accounts payable
|
68,762
|
|
|
61,617
|
|
||
Accrued payroll and related benefits
|
64,860
|
|
|
54,317
|
|
||
Other accrued liabilities
|
34,514
|
|
|
29,213
|
|
||
Income taxes payable
|
22,835
|
|
|
16,424
|
|
||
Total current liabilities
|
290,971
|
|
|
261,571
|
|
||
Long-term debt, excluding current maturities
|
574,380
|
|
|
484,677
|
|
||
Pension benefit obligations and other liabilities
|
32,130
|
|
|
27,220
|
|
||
Deferred tax liabilities and other noncurrent tax liabilities
|
85,673
|
|
|
26,846
|
|
||
Commitments and contingent liabilities
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $.01; 400,000,000 shares authorized; issued and outstanding shares: 141,282,539 and 141,319,964
|
1,413
|
|
|
1,413
|
|
||
Additional paid-in capital
|
867,699
|
|
|
859,778
|
|
||
Retained earnings
|
147,418
|
|
|
92,303
|
|
||
Accumulated other comprehensive loss
|
(23,512
|
)
|
|
(54,276
|
)
|
||
Total equity
|
993,018
|
|
|
899,218
|
|
||
Total liabilities and equity
|
$
|
1,976,172
|
|
|
$
|
1,699,532
|
|
(In thousands, except per share data)
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
Year ended December 31, 2015
|
||||||
Net sales
|
$
|
1,342,532
|
|
|
$
|
1,175,270
|
|
|
$
|
1,081,121
|
|
Cost of sales
|
733,547
|
|
|
666,579
|
|
|
610,890
|
|
|||
Gross profit
|
608,985
|
|
|
508,691
|
|
|
470,231
|
|
|||
Selling, general and administrative expenses
|
216,194
|
|
|
201,901
|
|
|
198,914
|
|
|||
Engineering, research and development expenses
|
106,951
|
|
|
106,991
|
|
|
105,900
|
|
|||
Amortization of intangible assets
|
44,023
|
|
|
44,263
|
|
|
47,349
|
|
|||
Operating income
|
241,817
|
|
|
155,536
|
|
|
118,068
|
|
|||
Interest expense
|
32,343
|
|
|
36,846
|
|
|
38,667
|
|
|||
Interest income
|
(715
|
)
|
|
(318
|
)
|
|
(429
|
)
|
|||
Other expense (income), net
|
25,458
|
|
|
(991
|
)
|
|
(12,355
|
)
|
|||
Income before income tax expense and equity in net loss of affiliate
|
184,731
|
|
|
119,999
|
|
|
92,185
|
|
|||
Income tax expense
|
99,665
|
|
|
22,852
|
|
|
10,202
|
|
|||
Equity in net loss of affiliate
|
—
|
|
|
—
|
|
|
1,687
|
|
|||
Net income
|
$
|
85,066
|
|
|
$
|
97,147
|
|
|
$
|
80,296
|
|
|
|
|
|
|
|
||||||
Basic net income per common share
|
$
|
0.60
|
|
|
$
|
0.69
|
|
|
$
|
0.57
|
|
Diluted net income per common share
|
$
|
0.59
|
|
|
$
|
0.68
|
|
|
$
|
0.57
|
|
Weighted shares outstanding
|
|
|
|
|
|
||||||
Basic
|
141,553
|
|
|
141,093
|
|
|
140,353
|
|
|||
Diluted
|
143,518
|
|
|
142,050
|
|
|
141,121
|
|
(In thousands)
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
Year ended December 31, 2015
|
||||||
Net income
|
$
|
85,066
|
|
|
$
|
97,147
|
|
|
$
|
80,296
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
29,294
|
|
|
(7,352
|
)
|
|
(44,569
|
)
|
|||
Unrealized gain on available-for-sale investment
|
—
|
|
|
—
|
|
|
611
|
|
|||
Reclassification of cumulative translation adjustment associated with liquidated and planned sale of subsidiaries
|
1,702
|
|
|
—
|
|
|
—
|
|
|||
Reclassification adjustment associated with sale of available-for-sale investments
|
—
|
|
|
(611
|
)
|
|
—
|
|
|||
Pension liability adjustments, net of income tax (benefit) expense of $(26), $82, and $(45) for year ended December 31, 2017, 2016, and 2015
|
(232
|
)
|
|
462
|
|
|
(142
|
)
|
|||
Other comprehensive income (loss)
|
30,764
|
|
|
(7,501
|
)
|
|
(44,100
|
)
|
|||
Comprehensive income
|
$
|
115,830
|
|
|
$
|
89,646
|
|
|
$
|
36,196
|
|
(In thousands)
|
Common
shares
outstanding
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Retained earnings
(deficit)
|
|
Foreign currency translation adjustments
|
|
Available-for-sale investments - Change in net unrealized gains
|
|
Defined benefit pension adjustments
|
|
Total
|
|||||||||||||||
Balance at December 31, 2014
|
139,793
|
|
|
$
|
1,398
|
|
|
$
|
830,430
|
|
|
$
|
(80,712
|
)
|
|
$
|
(1,668
|
)
|
|
$
|
—
|
|
|
$
|
(1,007
|
)
|
|
$
|
748,441
|
|
Shares issued under stock plans
|
923
|
|
|
9
|
|
|
1,747
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,756
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
11,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,033
|
|
|||||||
Tax benefit associated with stock plans
|
—
|
|
|
—
|
|
|
5,457
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,457
|
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
(142
|
)
|
|||||||
Available-for-sale investment, change in net unrealized gain, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
611
|
|
|
—
|
|
|
611
|
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,569
|
)
|
|
—
|
|
|
—
|
|
|
(44,569
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
80,296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,296
|
|
|||||||
Balance at December 31, 2015
|
140,716
|
|
|
1,407
|
|
|
848,667
|
|
|
(416
|
)
|
|
(46,237
|
)
|
|
611
|
|
|
(1,149
|
)
|
|
802,883
|
|
|||||||
Shares issued under stock plans
|
1,123
|
|
|
11
|
|
|
815
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
826
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
13,436
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,436
|
|
|||||||
Repurchase and retirement of common stock
|
(519
|
)
|
|
(5
|
)
|
|
(3,140
|
)
|
|
(4,428
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,573
|
)
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
462
|
|
|
462
|
|
|||||||
Available-for-sale investment, change in net unrealized gain, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(611
|
)
|
|
—
|
|
|
(611
|
)
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,352
|
)
|
|
—
|
|
|
—
|
|
|
(7,352
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
97,147
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97,147
|
|
|||||||
Balance at December 31, 2016
|
141,320
|
|
|
1,413
|
|
|
859,778
|
|
|
92,303
|
|
|
(53,589
|
)
|
|
—
|
|
|
(687
|
)
|
|
899,218
|
|
|||||||
Shares issued under stock plans
|
1,040
|
|
|
11
|
|
|
(332
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(321
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
15,306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,306
|
|
|||||||
Repurchase and retirement of common stock
|
(1,077
|
)
|
|
(11
|
)
|
|
(6,565
|
)
|
|
(21,424
|
)
|
|
|
|
|
|
|
|
|
|
|
(28,000
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,896
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,896
|
)
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(232
|
)
|
|
(232
|
)
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,294
|
|
|
—
|
|
|
—
|
|
|
29,294
|
|
|||||||
Reclassification of cumulative translation adjustment associated with liquidated and planned sale of subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,702
|
|
|
—
|
|
|
—
|
|
|
1,702
|
|
|||||||
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
(488
|
)
|
|
1,369
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
881
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
85,066
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,066
|
|
|||||||
Balance at December 31, 2017
|
141,283
|
|
|
$
|
1,413
|
|
|
$
|
867,699
|
|
|
$
|
147,418
|
|
|
$
|
(22,593
|
)
|
|
$
|
—
|
|
|
$
|
(919
|
)
|
|
$
|
993,018
|
|
(In thousands)
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
Year ended December 31, 2015
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
85,066
|
|
|
$
|
97,147
|
|
|
$
|
80,296
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
58,208
|
|
|
55,623
|
|
|
54,305
|
|
|||
Amortization
|
44,023
|
|
|
44,263
|
|
|
47,349
|
|
|||
Share-based compensation expense
|
15,306
|
|
|
13,436
|
|
|
11,033
|
|
|||
Provision for deferred income taxes
|
1,628
|
|
|
(16,284
|
)
|
|
(13,313
|
)
|
|||
Charge for excess and obsolete inventory
|
9,405
|
|
|
9,302
|
|
|
8,311
|
|
|||
Excess tax benefit from share-based compensation plans
|
—
|
|
|
—
|
|
|
(5,457
|
)
|
|||
Amortization of debt issuance costs
|
2,864
|
|
|
3,947
|
|
|
3,344
|
|
|||
Loss on extinguishment of debt
|
20,687
|
|
|
—
|
|
|
—
|
|
|||
Other
|
16,026
|
|
|
9,744
|
|
|
(20,299
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Trade accounts receivable and notes receivable
|
(15,401
|
)
|
|
(25,298
|
)
|
|
5,212
|
|
|||
Inventories
|
(20,214
|
)
|
|
(19,871
|
)
|
|
(26,670
|
)
|
|||
Accounts payable and other accrued liabilities
|
15,975
|
|
|
31,294
|
|
|
(28,686
|
)
|
|||
Other current assets
|
(3,330
|
)
|
|
185
|
|
|
654
|
|
|||
Income taxes payable, refundable income taxes and noncurrent taxes payable
|
64,516
|
|
|
3,408
|
|
|
4,955
|
|
|||
Other
|
(1,386
|
)
|
|
659
|
|
|
(116
|
)
|
|||
Net cash provided by operating activities
|
293,373
|
|
|
207,555
|
|
|
120,918
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Acquisition of property and equipment
|
(93,597
|
)
|
|
(65,260
|
)
|
|
(71,977
|
)
|
|||
Acquisition of business, net of cash acquired
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale or maturities of short-term investments
|
—
|
|
|
1,726
|
|
|
7,692
|
|
|||
Other
|
1,142
|
|
|
(3,152
|
)
|
|
647
|
|
|||
Net cash used in investing activities
|
(112,455
|
)
|
|
(66,686
|
)
|
|
(63,638
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
550,000
|
|
|
—
|
|
|
—
|
|
|||
Payments of long-term debt
|
(460,000
|
)
|
|
(75,000
|
)
|
|
(100,000
|
)
|
|||
Payments for debt issuance costs
|
(7,333
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for debt extinguishment costs
|
(16,200
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for dividends
|
(9,896
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance of common stock from employee stock plans
|
5,566
|
|
|
4,844
|
|
|
4,264
|
|
|||
Taxes paid related to net share settlement of equity awards
|
(5,887
|
)
|
|
(4,018
|
)
|
|
(2,508
|
)
|
|||
Repurchase and retirement of common stock
|
(28,000
|
)
|
|
(7,573
|
)
|
|
—
|
|
|||
Other
|
(999
|
)
|
|
—
|
|
|
5,457
|
|
|||
Net cash provided by (used in) financing activities
|
27,251
|
|
|
(81,747
|
)
|
|
(92,787
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
10,850
|
|
|
(2,558
|
)
|
|
(4,367
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
219,019
|
|
|
56,564
|
|
|
(39,874
|
)
|
|||
Cash and cash equivalents at beginning of year
|
406,389
|
|
|
349,825
|
|
|
389,699
|
|
|||
Cash and cash equivalents at end of year
|
$
|
625,408
|
|
|
$
|
406,389
|
|
|
$
|
349,825
|
|
(In thousands)
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
Year ended December 31, 2015
|
||||||
Non-cash transactions:
|
|
|
|
|
|
||||||
Equipment purchases in accounts payable
|
$
|
8,608
|
|
|
$
|
5,104
|
|
|
$
|
3,757
|
|
Capital lease obligations incurred
|
$
|
4,768
|
|
|
—
|
|
|
$
|
—
|
|
|
Schedule of interest and income taxes paid:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
30,392
|
|
|
$
|
32,085
|
|
|
$
|
35,126
|
|
Income taxes, net of refunds received
|
$
|
33,330
|
|
|
$
|
35,722
|
|
|
$
|
16,060
|
|
(In thousands)
|
Amount
|
||
Other current assets
|
$
|
726
|
|
Property, plant and equipment
|
2,447
|
|
|
Identifiable intangible assets
|
8,820
|
|
|
Net assets acquired
|
11,993
|
|
|
Goodwill
|
$
|
8,007
|
|
Total purchase price
|
20,000
|
|
(In thousands)
|
2017
|
|
2016
|
||||
Accounts receivable
|
$
|
179,194
|
|
|
$
|
163,759
|
|
Notes receivable
|
5,100
|
|
|
4,390
|
|
||
|
184,294
|
|
|
168,149
|
|
||
Less allowance for doubtful accounts
|
860
|
|
|
2,474
|
|
||
|
$
|
183,434
|
|
|
$
|
165,675
|
|
(In thousands)
|
2017
|
|
2016
|
||||
Raw materials
|
$
|
58,226
|
|
|
$
|
53,109
|
|
Work-in-process
|
16,193
|
|
|
15,976
|
|
||
Finished goods
(a)
|
123,670
|
|
|
114,444
|
|
||
|
$
|
198,089
|
|
|
$
|
183,529
|
|
(In thousands)
|
2017
|
|
2016
|
|
Estimated
useful lives in
years
|
||||
Land
|
$
|
16,795
|
|
|
$
|
15,903
|
|
|
|
Buildings and improvements
|
174,615
|
|
|
155,769
|
|
|
5-35
|
||
Manufacturing equipment
|
274,723
|
|
|
248,201
|
|
|
5-10
|
||
Canisters and cylinders
|
77,325
|
|
|
65,100
|
|
|
3-12
|
||
Molds
|
80,198
|
|
|
76,782
|
|
|
3-5
|
||
Office furniture and equipment
|
121,345
|
|
|
107,194
|
|
|
3-8
|
||
Construction in progress
|
42,288
|
|
|
40,136
|
|
|
|
||
|
787,289
|
|
|
709,085
|
|
|
|
||
Less accumulated depreciation
|
427,766
|
|
|
387,523
|
|
|
|
||
|
$
|
359,523
|
|
|
$
|
321,562
|
|
|
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation expense
|
$
|
58,208
|
|
|
$
|
55,623
|
|
|
$
|
54,305
|
|
(In thousands)
|
SCEM
|
|
MC
|
|
AMH
|
|
Total
|
||||||||
December 31, 2015
|
$
|
294,700
|
|
|
$
|
—
|
|
|
$
|
47,411
|
|
|
$
|
342,111
|
|
Addition due to purchase accounting adjustments
|
4,434
|
|
|
—
|
|
|
—
|
|
|
4,434
|
|
||||
Other, including foreign currency translation
|
(1,276
|
)
|
|
—
|
|
|
—
|
|
|
(1,276
|
)
|
||||
December 31, 2016
|
297,858
|
|
|
—
|
|
|
47,411
|
|
|
345,269
|
|
||||
Addition due to acquisition
|
—
|
|
|
8,007
|
|
|
—
|
|
|
8,007
|
|
||||
Other, including foreign currency translation
|
6,412
|
|
|
—
|
|
|
—
|
|
|
6,412
|
|
||||
December 31, 2017
|
$
|
304,270
|
|
|
$
|
8,007
|
|
|
$
|
47,411
|
|
|
$
|
359,688
|
|
2017
|
|||||||||||||
(In thousands)
|
Gross carrying
Amount
|
|
Accumulated
amortization
|
|
Net carrying
value
|
|
Weighted
average life in
years
|
||||||
Developed technology
|
206,224
|
|
|
149,215
|
|
|
57,009
|
|
|
6.6
|
|||
Trademarks and trade names
|
16,807
|
|
|
13,712
|
|
|
3,095
|
|
|
9.9
|
|||
Customer relationships
|
220,806
|
|
|
110,281
|
|
|
110,525
|
|
|
10.3
|
|||
Other
|
20,032
|
|
|
8,231
|
|
|
11,801
|
|
|
6.7
|
|||
|
$
|
463,869
|
|
|
$
|
281,439
|
|
|
$
|
182,430
|
|
|
8.5
|
2016
|
|||||||||||||
(In thousands)
|
Gross carrying
amount
|
|
Accumulated
amortization
|
|
Net carrying
value
|
|
Weighted
average life in
years
|
||||||
Developed technology
|
202,591
|
|
|
126,077
|
|
|
76,514
|
|
|
6.7
|
|||
Trademarks and trade names
|
16,661
|
|
|
12,617
|
|
|
4,044
|
|
|
9.9
|
|||
Customer relationships
|
216,918
|
|
|
90,581
|
|
|
126,337
|
|
|
10.3
|
|||
Other
|
18,585
|
|
|
7,932
|
|
|
10,653
|
|
|
6.5
|
|||
|
$
|
454,755
|
|
|
$
|
237,207
|
|
|
$
|
217,548
|
|
|
8.5
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Amortization expense
|
$
|
44,023
|
|
|
$
|
44,263
|
|
|
$
|
47,349
|
|
(In thousands)
|
December 31, 2017
|
|
December 31, 2016
|
||||
Senior secured term loan facility due 2021
|
$
|
133,850
|
|
|
$
|
233,850
|
|
Senior unsecured notes due 2022
|
—
|
|
|
360,000
|
|
||
Senior unsecured notes due 2026
|
550,000
|
|
|
—
|
|
||
|
683,850
|
|
|
593,850
|
|
||
Unamortized discount and debt issuance costs
|
9,470
|
|
|
9,173
|
|
||
Total long-term debt
|
674,380
|
|
|
584,677
|
|
||
Less current maturities of long-term debt
|
100,000
|
|
|
100,000
|
|
||
Long-term debt less current maturities
|
$
|
574,380
|
|
|
$
|
484,677
|
|
Fiscal year ending December 31
|
(In thousands)
|
||
2018
|
$
|
—
|
|
2019
|
—
|
|
|
2020
|
—
|
|
|
2021
|
133,850
|
|
|
2022
|
—
|
|
|
Thereafter
|
550,000
|
|
|
|
$
|
683,850
|
|
Fiscal year ending December 31
|
(In thousands)
|
||
2018
|
$
|
9,805
|
|
2019
|
7,663
|
|
|
2020
|
5,015
|
|
|
2021
|
4,911
|
|
|
2022
|
3,369
|
|
|
Thereafter
|
11,794
|
|
|
Total minimum lease payments
|
$
|
42,557
|
|
(In thousands)
|
2017
|
2016
|
||||
Balance at beginning of year
|
$
|
11,529
|
|
$
|
11,334
|
|
Liabilities settled
|
(577
|
)
|
(975
|
)
|
||
Liabilities incurred
|
412
|
|
491
|
|
||
Accretion expense
|
215
|
|
188
|
|
||
Revision of estimate
|
588
|
|
491
|
|
||
Balance at end of year
|
$
|
12,167
|
|
$
|
11,529
|
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Domestic
|
$
|
13,363
|
|
|
$
|
(7,328
|
)
|
|
$
|
(16,751
|
)
|
Foreign
|
171,368
|
|
|
127,327
|
|
|
108,936
|
|
|||
Income before income tax expense and equity in net loss of affiliate
|
$
|
184,731
|
|
|
$
|
119,999
|
|
|
$
|
92,185
|
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
60,529
|
|
|
$
|
7,759
|
|
|
$
|
4,170
|
|
State
|
808
|
|
|
(10
|
)
|
|
528
|
|
|||
Foreign
|
36,700
|
|
|
31,387
|
|
|
18,817
|
|
|||
|
98,037
|
|
|
39,136
|
|
|
23,515
|
|
|||
Deferred (net of valuation allowance):
|
|
|
|
|
|
||||||
Federal
|
249
|
|
|
(8,183
|
)
|
|
(11,374
|
)
|
|||
State
|
(891
|
)
|
|
250
|
|
|
(738
|
)
|
|||
Foreign
|
2,270
|
|
|
(8,351
|
)
|
|
(1,201
|
)
|
|||
|
1,628
|
|
|
(16,284
|
)
|
|
(13,313
|
)
|
|||
Income tax expense
|
$
|
99,665
|
|
|
$
|
22,852
|
|
|
$
|
10,202
|
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Expected federal income tax at statutory rate
|
$
|
64,656
|
|
|
$
|
42,000
|
|
|
$
|
32,265
|
|
State income taxes before valuation allowance, net of federal tax effect
|
(1,376
|
)
|
|
(769
|
)
|
|
(576
|
)
|
|||
Effect of foreign source income
|
(27,581
|
)
|
|
(22,242
|
)
|
|
(23,374
|
)
|
|||
Tax contingencies
|
2,816
|
|
|
1,103
|
|
|
1,483
|
|
|||
Valuation allowance
|
3,195
|
|
|
1,713
|
|
|
1,109
|
|
|||
U.S. federal research credit
|
(4,881
|
)
|
|
(1,676
|
)
|
|
(3,905
|
)
|
|||
Equity compensation
|
(2,321
|
)
|
|
815
|
|
|
739
|
|
|||
Transition tax
|
72,993
|
|
|
—
|
|
|
—
|
|
|||
Remeasurement of deferred taxes
|
(10,248
|
)
|
|
—
|
|
|
—
|
|
|||
Incremental taxes on unremitted foreign earnings release
|
3,968
|
|
|
—
|
|
|
—
|
|
|||
Other items, net
|
(1,556
|
)
|
|
1,908
|
|
|
2,461
|
|
|||
Income tax expense
|
$
|
99,665
|
|
|
$
|
22,852
|
|
|
$
|
10,202
|
|
(In thousands)
|
2017
|
|
2016
|
||||
Gross unrecognized tax benefits at beginning of year
|
$
|
8,293
|
|
|
$
|
7,621
|
|
Increase in tax positions from prior years
|
298
|
|
|
14
|
|
||
Increases in tax positions for current year
|
4,724
|
|
|
1,944
|
|
||
Lapse in statute of limitations
|
(754
|
)
|
|
(1,286
|
)
|
||
Gross unrecognized tax benefits at end of year
|
$
|
12,561
|
|
|
$
|
8,293
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
(Shares in thousands)
|
Number of
shares
|
|
Weighted
average
exercise
price
|
|
Number of
shares
|
|
Weighted
average
exercise
price
|
|
Number of
shares
|
|
Weighted
average
exercise
price
|
|||||||||
Options outstanding, beginning of year
|
1,907
|
|
|
$
|
11.54
|
|
|
2,139
|
|
|
$
|
10.57
|
|
|
2,034
|
|
|
$
|
9.67
|
|
Granted
|
335
|
|
|
21.60
|
|
|
549
|
|
|
12.20
|
|
|
411
|
|
|
13.49
|
|
|||
Exercised
|
(359
|
)
|
|
10.89
|
|
|
(633
|
)
|
|
8.66
|
|
|
(219
|
)
|
|
7.62
|
|
|||
Expired or forfeited
|
(14
|
)
|
|
12.78
|
|
|
(148
|
)
|
|
12.32
|
|
|
(87
|
)
|
|
10.72
|
|
|||
Options outstanding, end of year
|
1,869
|
|
|
$
|
13.46
|
|
|
1,907
|
|
|
$
|
11.54
|
|
|
2,139
|
|
|
$
|
10.57
|
|
Options exercisable, end of year
|
872
|
|
|
$
|
11.11
|
|
|
776
|
|
|
$
|
10.65
|
|
|
961
|
|
|
$
|
9.07
|
|
(Shares in thousands)
|
Options outstanding
|
|
Options exercisable
|
||||||||||||
Range of exercise prices
|
Number
outstanding
|
|
Weighted
average
remaining life
in years
|
|
Weighted-
average
exercise
price
|
|
Number
exercisable
|
|
Weighted
average
exercise
price |
||||||
$9.27 to $9.88
|
396
|
|
|
1.9 years
|
|
$
|
9.71
|
|
|
396
|
|
|
$
|
9.71
|
|
$11.71 to $11.71
|
382
|
|
|
3.1 years
|
|
11.71
|
|
|
255
|
|
|
11.71
|
|
||
$12.20 to $12.20
|
467
|
|
|
5.1 years
|
|
12.20
|
|
|
95
|
|
|
12.20
|
|
||
$13.49 to $13.49
|
289
|
|
|
4.1 years
|
|
13.49
|
|
|
126
|
|
|
13.49
|
|
||
$21.60 to $21.60
|
335
|
|
|
6.1 years
|
|
21.60
|
|
|
—
|
|
|
—
|
|
||
|
1,869
|
|
|
4.1 years
|
|
13.46
|
|
|
872
|
|
|
11.11
|
|
Employee stock options:
|
2017
|
|
2016
|
|
2015
|
||||||
Volatility
|
26.9
|
%
|
|
27.6
|
%
|
|
34.6
|
%
|
|||
Risk-free interest rate
|
1.7
|
%
|
|
1.1
|
%
|
|
1.3
|
%
|
|||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected life (years)
|
4.1
|
|
|
4.0
|
|
|
3.9
|
|
|||
Weighted average fair value per option
|
$
|
5.25
|
|
|
$
|
2.85
|
|
|
$
|
3.86
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
(Shares in
thousands)
|
Number
of
shares
|
|
Weighted
average
grant date
fair value
|
|
Number
of
shares
|
|
Weighted
average
grant date
fair value
|
|
Number
of
shares
|
|
Weighted
average
grant date
fair value
|
|||||||||
Unvested, beginning of year
|
2,164
|
|
|
$
|
12.49
|
|
|
1,882
|
|
|
$
|
12.25
|
|
|
1,613
|
|
|
$
|
10.53
|
|
Granted
|
659
|
|
|
22.14
|
|
|
1,249
|
|
|
12.42
|
|
|
1,043
|
|
|
13.47
|
|
|||
Vested
|
(801
|
)
|
|
12.22
|
|
|
(711
|
)
|
|
11.74
|
|
|
(638
|
)
|
|
10.13
|
|
|||
Forfeited
|
(165
|
)
|
|
14.48
|
|
|
(256
|
)
|
|
12.44
|
|
|
(136
|
)
|
|
11.26
|
|
|||
Unvested, end of year
|
1,857
|
|
|
15.86
|
|
|
2,164
|
|
|
12.49
|
|
|
1,882
|
|
|
12.25
|
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of sales
|
$
|
1,031
|
|
|
$
|
1,579
|
|
|
$
|
1,317
|
|
Engineering, research and development expenses
|
1,457
|
|
|
1,124
|
|
|
1,000
|
|
|||
Selling, general and administrative expenses
|
12,818
|
|
|
10,733
|
|
|
8,716
|
|
|||
Share-based compensation expense
|
15,306
|
|
|
13,436
|
|
|
11,033
|
|
|||
Tax benefit
|
4,978
|
|
|
4,153
|
|
|
3,362
|
|
|||
Share-based compensation expense, net of tax
|
$
|
10,328
|
|
|
$
|
9,283
|
|
|
$
|
7,671
|
|
(In thousands)
|
2017
|
|
2016
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
7,073
|
|
|
$
|
8,194
|
|
Service cost
|
38
|
|
|
66
|
|
||
Interest cost
|
46
|
|
|
91
|
|
||
Actuarial (gain) loss
|
302
|
|
|
(481
|
)
|
||
Benefits paid
|
(222
|
)
|
|
(1,000
|
)
|
||
Other
|
7
|
|
|
—
|
|
||
Foreign exchange impact
|
438
|
|
|
203
|
|
||
Benefit obligation at end of year
|
7,682
|
|
|
7,073
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
743
|
|
|
718
|
|
||
Return on plan assets
|
5
|
|
|
7
|
|
||
Employer contributions
|
88
|
|
|
6
|
|
||
Foreign exchange impact
|
72
|
|
|
12
|
|
||
Fair value of plan assets at end of year
|
908
|
|
|
743
|
|
||
Funded status:
|
|
|
|
||||
Plan assets less than benefit obligation - Net amount recognized
|
$
|
(6,774
|
)
|
|
$
|
(6,330
|
)
|
(In thousands)
|
2017
|
|
2016
|
||||
Noncurrent liability
|
$
|
(6,774
|
)
|
|
$
|
(6,330
|
)
|
Accumulated other comprehensive loss, net of taxes
|
919
|
|
|
681
|
|
(In thousands)
|
2017
|
|
2016
|
||||
Net actuarial loss
|
$
|
490
|
|
|
$
|
170
|
|
Prior service cost
|
705
|
|
|
712
|
|
||
Gross amount recognized
|
1,195
|
|
|
882
|
|
||
Deferred income taxes
|
(276
|
)
|
|
(195
|
)
|
||
Net amount recognized
|
$
|
919
|
|
|
$
|
687
|
|
(In thousands)
|
2017
|
|
2016
|
||||
Projected benefit obligation
|
$
|
6,774
|
|
|
$
|
7,073
|
|
Accumulated benefit obligation
|
6,497
|
|
|
6,145
|
|
||
Fair value of plan assets
|
908
|
|
|
743
|
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Pension benefits:
|
|
|
|
|
|
||||||
Service cost
|
$
|
38
|
|
|
$
|
66
|
|
|
$
|
65
|
|
Interest cost
|
46
|
|
|
91
|
|
|
119
|
|
|||
Expected return on plan assets
|
(11
|
)
|
|
(10
|
)
|
|
(17
|
)
|
|||
Amortization of prior service cost
|
69
|
|
|
65
|
|
|
76
|
|
|||
Amortization of net transition obligation
|
22
|
|
|
—
|
|
|
(1
|
)
|
|||
Amortization of plan loss
|
—
|
|
|
—
|
|
|
28
|
|
|||
Recognized actuarial net loss
|
—
|
|
|
17
|
|
|
14
|
|
|||
Curtailments
|
—
|
|
|
—
|
|
|
160
|
|
|||
Net periodic pension benefit cost
|
$
|
164
|
|
|
$
|
229
|
|
|
$
|
444
|
|
(In thousands)
|
|
|
Quoted prices
in active
markets for
identical
assets
|
|
Significant
observable
inputs
|
|
Significant
unobservable
inputs
|
||||||
Asset category
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||
Taiwan plan assets (a)
|
$
|
830
|
|
|
$
|
830
|
|
|
—
|
|
|
—
|
|
Germany plan assets (b)
|
$
|
78
|
|
|
$
|
78
|
|
|
—
|
|
|
—
|
|
|
$
|
908
|
|
|
$
|
908
|
|
|
—
|
|
|
—
|
|
(a)
|
This category includes investments in the government of Taiwan’s pension fund. The government of Taiwan is responsible for the strategy and allocation of the investment contributions.
|
(b)
|
This category includes investments in an insurer's balanced asset fund. The insurer is responsible for the strategy and allocation of the investment contributions. The Company selects a pre-packaged portfolio pooled investment fund that is conservative. The majority of the funs are invested broadly in German mortgage bonds, construction loans and government bonds with good credit rating.
|
(In thousands)
|
|
|
Quoted prices
in active
markets for
identical
assets
|
|
Significant
observable
inputs
|
|
Significant
unobservable
inputs
|
||||||
Asset category
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||
Taiwan plan assets (a)
|
$
|
743
|
|
|
$
|
743
|
|
|
—
|
|
|
—
|
|
(a)
|
This category includes investments in the government of Taiwan’s pension fund. The government of Taiwan is responsible for the strategy and allocation of the investment contributions.
|
(In thousands)
|
Contributions
|
|
Payments
|
||||
2018
|
$
|
112
|
|
|
$
|
102
|
|
2019
|
—
|
|
|
103
|
|
||
2020
|
—
|
|
|
205
|
|
||
2021
|
—
|
|
|
186
|
|
||
2022
|
—
|
|
|
437
|
|
||
Years 2023-2027
|
—
|
|
|
2,021
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange forward contracts asset
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
4,784
|
|
|
$
|
—
|
|
|
$
|
4,784
|
|
Total assets measured and recorded at fair value
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
4,784
|
|
|
$
|
—
|
|
|
$
|
4,784
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
(In thousands)
|
Gross
amounts of recognized assets |
|
Gross
amounts offset in the consolidated balance sheet |
|
Net amount
of assets in the consolidated balance sheet |
|
Gross
amounts of recognized assets |
|
Gross
amounts offset in the consolidated balance sheet |
|
Net amount of assets in the
consolidated balance sheet |
Foreign exchange forward contracts
|
$36
|
|
$0
|
|
$36
|
|
$4,784
|
|
$0
|
|
$4,784
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
Losses on foreign currency forward contracts
|
$(2,209)
|
|
$(1,647)
|
|
$(10,787)
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
|||
Basic earnings per share—Weighted common shares outstanding
|
141,553
|
|
|
141,093
|
|
|
140,353
|
|
Weighted common shares assumed upon exercise of options and vesting of restricted stock units
|
1,965
|
|
|
957
|
|
|
768
|
|
Diluted earnings per share—Weighted common shares outstanding
|
143,518
|
|
|
142,050
|
|
|
141,121
|
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
|||
Shares excluded from calculations of diluted EPS
|
303
|
|
|
434
|
|
|
998
|
|
•
|
Specialty Chemicals and Engineered Materials (SCEM):
SCEM provides high-performance and high-purity process chemistries, gases, and materials and safe and efficient delivery systems to support semiconductor and other advanced manufacturing processes.
|
•
|
Microcontamination Control (MC):
MC solutions purify critical liquid chemistries and gases used in semiconductor manufacturing processes and other high-technology industries.
|
•
|
Advanced Materials Handling (AMH):
AMH develops solutions to monitor, protect, transport, and deliver critical liquid chemistries and substrates for a broad set of applications in the semiconductor industry and other high-technology industries.
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales:
|
|
|
|
|
|
||||||
SCEM
|
$
|
485,470
|
|
|
$
|
428,328
|
|
|
$
|
418,878
|
|
MC
|
436,225
|
|
|
362,658
|
|
|
315,817
|
|
|||
AMH
|
420,837
|
|
|
384,284
|
|
|
346,426
|
|
|||
Total net sales
|
$
|
1,342,532
|
|
|
$
|
1,175,270
|
|
|
$
|
1,081,121
|
|
(
In thousands
)
|
2017
|
|
2016
|
|
2015
|
||||||
Segment profit:
|
|
|
|
|
|
||||||
SCEM
|
$
|
132,859
|
|
|
$
|
96,060
|
|
|
$
|
100,370
|
|
MC
|
160,715
|
|
|
110,042
|
|
|
83,076
|
|
|||
AMH
|
77,971
|
|
|
73,452
|
|
|
66,419
|
|
|||
Total segment profit
|
$
|
371,545
|
|
|
$
|
279,554
|
|
|
$
|
249,865
|
|
(
In thousands
)
|
2017
|
|
2016
|
|
2015
|
||||||
Total assets:
|
|
|
|
|
|
||||||
SCEM
|
$
|
749,379
|
|
|
$
|
766,126
|
|
|
$
|
801,250
|
|
MC
|
251,216
|
|
|
200,399
|
|
|
183,518
|
|
|||
AMH
|
278,079
|
|
|
267,085
|
|
|
259,377
|
|
|||
Corporate
|
697,498
|
|
|
465,922
|
|
|
402,552
|
|
|||
Total assets
|
$
|
1,976,172
|
|
|
$
|
1,699,532
|
|
|
$
|
1,646,697
|
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
SCEM
|
$
|
65,559
|
|
|
$
|
64,062
|
|
|
$
|
65,352
|
|
MC
|
12,881
|
|
|
9,222
|
|
|
8,733
|
|
|||
AMH
|
20,167
|
|
|
22,874
|
|
|
23,604
|
|
|||
Corporate
|
3,624
|
|
|
3,728
|
|
|
3,965
|
|
|||
Total depreciation and amortization
|
$
|
102,231
|
|
|
$
|
99,886
|
|
|
$
|
101,654
|
|
|
|
|
|
|
|
||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
SCEM
|
$
|
41,216
|
|
|
$
|
27,348
|
|
|
$
|
29,333
|
|
MC
|
24,909
|
|
|
6,281
|
|
|
11,408
|
|
|||
AMH
|
16,078
|
|
|
19,029
|
|
|
23,617
|
|
|||
Corporate
|
11,394
|
|
|
12,602
|
|
|
7,619
|
|
|||
Total capital expenditures
|
$
|
93,597
|
|
|
$
|
65,260
|
|
|
$
|
71,977
|
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Total segment profit
|
$
|
371,545
|
|
|
$
|
279,554
|
|
|
$
|
249,865
|
|
Less:
|
|
|
|
|
|
||||||
Amortization of intangibles
|
44,023
|
|
|
44,263
|
|
|
47,349
|
|
|||
Unallocated general and administrative expenses
|
85,705
|
|
|
79,755
|
|
|
84,448
|
|
|||
Operating income
|
241,817
|
|
|
155,536
|
|
|
118,068
|
|
|||
Interest expense
|
32,343
|
|
|
36,846
|
|
|
38,667
|
|
|||
Interest income
|
(715
|
)
|
|
(318
|
)
|
|
(429
|
)
|
|||
Other expense (income), net
|
25,458
|
|
|
(991
|
)
|
|
(12,355
|
)
|
|||
Income before income tax expense and equity in net loss of affiliate
|
$
|
184,731
|
|
|
$
|
119,999
|
|
|
$
|
92,185
|
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Taiwan
|
$
|
289,714
|
|
|
$
|
291,309
|
|
|
$
|
248,842
|
|
United States
|
286,339
|
|
|
253,868
|
|
|
253,141
|
|
|||
South Korea
|
216,868
|
|
|
145,661
|
|
|
148,016
|
|
|||
Japan
|
169,480
|
|
|
156,021
|
|
|
131,336
|
|
|||
China
|
148,890
|
|
|
118,435
|
|
|
97,148
|
|
|||
Europe
|
120,481
|
|
|
105,779
|
|
|
106,036
|
|
|||
Southeast Asia
|
110,760
|
|
|
104,197
|
|
|
96,602
|
|
|||
|
$
|
1,342,532
|
|
|
$
|
1,175,270
|
|
|
$
|
1,081,121
|
|
|
Fiscal quarter ended
|
||||||||||||||
(In thousands, except per share data)
|
April 1, 2017
|
|
July 1, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
||||||||
Net sales
|
$
|
317,377
|
|
|
$
|
329,002
|
|
|
$
|
345,591
|
|
|
$
|
350,562
|
|
Gross profit
|
139,596
|
|
|
150,303
|
|
|
155,407
|
|
|
163,679
|
|
||||
Net income (loss)
|
32,514
|
|
|
39,991
|
|
|
40,902
|
|
|
(28,341
|
)
|
||||
Basic net income (loss) per common share
|
0.23
|
|
|
0.28
|
|
|
0.29
|
|
|
(0.20
|
)
|
||||
Diluted net income (loss) per common share
|
0.23
|
|
|
0.28
|
|
|
0.28
|
|
|
(0.20
|
)
|
|
Fiscal quarter ended
|
||||||||||||||
(In thousands, except per share data)
|
April 2, 2016
|
|
July 2, 2016
|
|
October 1, 2016
|
|
December 31, 2016
|
||||||||
Net sales
|
$
|
267,024
|
|
|
$
|
303,052
|
|
|
$
|
296,692
|
|
|
$
|
308,502
|
|
Gross profit
|
114,706
|
|
|
139,205
|
|
|
122,980
|
|
|
131,800
|
|
||||
Net income
|
16,212
|
|
|
32,890
|
|
|
21,947
|
|
|
26,098
|
|
||||
Basic net income per common share
|
0.12
|
|
|
0.23
|
|
|
0.16
|
|
|
0.18
|
|
||||
Diluted net income per common share
|
0.11
|
|
|
0.23
|
|
|
0.15
|
|
|
0.18
|
|
1.
|
Award Date
. This Agreement shall take effect as of the date specified on the Restricted Stock Plan Overview tab in the Performance Stock Units section as the Award Date provided to you online at
www.stockplanconnect.com
(the “Award Date”).
|
1.2.
|
Performance Based
Restricted Stock Units Subject to Award
. The Award consists of that number of performance based restricted stock units (the “PRSU”) with respect to the Stock that has been approved for the Award to Participant by the Administrator as the target number of PSRUs (“Target PRSUs”); as noted above, the Award is reflected in the Performance Stock Units section on the Restricted Stock Plan Overview tab of the Morgan Stanley Stock Plan Connect web page. The Target PRSUs shall be subject to increase or decrease in accordance with Sections 1.3 and 1.4 below. Each PRSU is equivalent to one share of the Stock. The Participant’s rights to the PRSU are subject to the restrictions described in this Agreement and in the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.
|
1.3.
|
Earned Performance Based Restricted Stock Units
. The number of PRSUs earned under this Agreement (the “Earned PRSUs”) shall be equal to the Target PRSUs multiplied by the TSR Performance Multiplier (as defined herein). The “TSR Performance Multiplier” will be determined by comparing the Company’s total stockholder return to the total stockholder return of each of the companies in the Comparator Peer Group (as set forth below) over the period commencing on the Award Date and ending on the third anniversary of the Award Date (the “Performance Period”) to determine the Company’s TSR ranking against the Comparator Group. For purposes of computing total stockholder return:
(i)
, any dividends paid by the Company or the companies in the Comparator Group shall be treated as having been reinvested; and
(ii)
the beginning stock price will be the average stock price over the 20 trading days ending on the Award Date and the ending stock price will be the average stock price over the 20 trading days period ending on the last day of the Performance Period.
|
1.4.
|
Calculation of the TSR Performance Multiplier
. The TSR Performance Multiplier will be calculated as set forth in the following table based upon the Company’s total stockholder return over the Performance Period when ranked against the total stockholder return over the Performance Period of each of the companies in the Comparator Peer Group:
|
1.5.
|
Vesting of PRSUs
. The term "vest" as used herein with respect to any PRSU means the lapsing of the restrictions described herein with respect to such PRSU. The Award shall not be vested as of the Award Date and shall be forfeitable by the Participant without consideration or compensation in accordance with Section 1.6 below unless and until otherwise vested pursuant to the terms of this Agreement. The Participant has no rights, partial or otherwise, in the Award and/or any Stock subject thereto unless and until the Award has been earned pursuant to Section 1.3 and vested pursuant to this Section 1.5.
A number of PRSUs equal to the Earned PSRUs will become 100% vested (referred to as “Vested Units”) on the last day of the Performance Period (the “Maturity Date”), provided that the Participant remains continuously employed by the Company, an Affiliate, or a Subsidiary through the Maturity Date
.
Each Vested Unit shall be settled by the delivery of one share of Stock (subject to adjustment under the Plan). Settlement will occur as soon as practicable following certification by the Administrator of the number of Earned PRSUs and passage of the Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of Section 1.7 below), but in no event later than the earlier of (i) 90 days following the Maturity Date (or such earlier date that the Award becomes vested), or (ii) March 15th of the year following the year in which the Award becomes vested. No fractional Shares shall be issued pursuant to this Agreement.
|
1.6.
|
Forfeiture Risk
. If the Participant ceases to be employed or retained by the Company or an Affiliate for any reason any then outstanding and PRSU that is not a Vested Unit acquired by the Participant hereunder shall be automatically and immediately forfeited. The Participant hereby appoints the Company as the attorney-in-fact of the Participant to take such actions as may be necessary or appropriate to effectuate the cancellation of a forfeited PRSU.
|
1.7
.
|
Early Vesting of PRSUs
. This Section sets forth the exclusive circumstances under which the Participant may become entitled to Vested Units even though he or she is not employed through the Maturity Date:
(i)
If the Participant dies, incurs a total and permanent disability (as that term is defined in the company’s disability insurance policy in effect on the award date), or terminates employment on account of retirement from employment with the Company or an Affiliate at age 65 with ten consecutive years of employment with the Company or an Affiliate, prior to the Maturity Date; then, in such event, the Administrator may, in its sole discretion, allow all or such portion of the Target PRSUs to become Vested Units or make such other provision as it deems appropriate. If the Administrator does not take any such discretionary action, then the Target PRSUs shall be forfeited in accordance with Section 1.6.
(ii)
In the event of a Change in Control where the Award is not continued or assumed by a public company, the Earned PRSU, to the extent earned pursuant to the next sentence shall be fully vested immediately prior to the Change in Control. The number of Earned PRSUs at the time of a Change in Control shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date (as defined in Section 1.5), with the number of Earned PRSUs determined as set forth in Section 1.4 above, based upon the Company’s total stockholder return and the total stockholder return of each of the companies in the Comparator Peer Group through the date of the Change in Control (and, with respect to the Company, instead of the 20-business day average, taking into account the
|
1.8.
|
Nontransferability of PRSUs
. The PRSU acquired by the Participant pursuant to this Agreement shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as provided below and in the Plan.
|
1.9.
|
Dividends, etc.
. The Participant shall
not
be entitled:
(i)
to receive any dividends or other distributions paid with respect to the Stock to which the PRSU relates, or
(ii)
to vote any Stock with respect to which the PRSU relates. Notwithstanding the foregoing, the number of Target PRSUs in the Award shall be deemed increased to the extent that dividends are paid on the Stock during the term of the Award and any dividend payments will be deemed reinvested on the ex-dividend date in additional Stock and dividends on such additional Stock shall be deemed reinvested in the same manner, with respect only to Earned PRSUs.
|
1.10.
|
Sale of Vested Shares
.
The Participant understands that Participant will be free to sell any Stock with respect to which the PRSU relates once the PRSU has vested, subject to
(i)
satisfaction of any applicable tax withholding requirements with respect to the vesting of such RSU;
(ii)
the completion of any administrative steps (for example, but without limitation, the transfer of certificates) that the Company may reasonably impose; and
(iii)
applicable requirements of federal and state securities laws.
|
1.11.
|
Certain Tax Matters
. The Participant expressly acknowledges that the award or vesting of the PRSU acquired hereunder, may give rise to "wages" subject to withholding. The Participant expressly acknowledges and agrees that Participant’s rights hereunder are subject to Participant promptly paying to the Company all taxes required to be withheld in connection with such award, vesting or payment. Until the Administrator determines otherwise, such payment of Participant’s withholding tax obligations shall be made through net share settlement procedures whereby that number of the vesting shares needed to cover the withholding tax obligation (calculated using the Fair Market Value of the Company’s stock on the date of vest) shall be cancelled to fund the Company’s payment of the withholding tax obligation and the net shares remaining after such cancellation shall be credited to Participant’s account. The value of any Stock withheld for tax withholding may not exceed the amount allowed consistent with fixed plan accounting in accordance with generally accepted accounting practices in effect in the U.S., to the extent applicable.
|
2.1.
|
Definitions
. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The following terms shall have the indicated meanings:
|
2.2.
|
No Understandings as to Employment etc
. The Participant further expressly acknowledges that nothing in the Plan
or any modification thereto, in the Award or in this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to employ or retain the Participant for any period or with respect to the terms of the Participant’s employment or to give rise to any right to remain in the service of the Company or of any subsidiary or affiliate of the Company, and the Participant shall remain subject to discharge to the same extent as if the Plan had never been adopted or the Award had never been made.
|
2.3.
|
Compliance with Section 409A of the Code.
Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Plan and this Agreement shall be construed or deemed to be amended as necessary to remain exempt from or comply with the requirements of Section 409A of the Code and to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code applicable to the Plan and this Agreement and shall interpret the terms of each consistently therewith. Under no circumstances, however, shall the Company, an Affiliate, or a Subsidiary have any liability under the Plan
|
2.4.
|
Data Protection Waiver.
Participant understands and agrees that in order to process and administer the Award and the Plan, the Company and the Administrator may process personal data and/or sensitive personal information concerning the Participant. Such data and information includes, but is not limited to, the information provided in the Award grant package and any changes thereto, other appropriate personal and financial data about Participant, and information about Participant’s participation in the Plan and transactions under the Plan from time to time. Participant hereby gives his or her explicit consent to the Company and the Administrator to process any such personal data and/or sensitive personal information. Participant also hereby gives his or her explicit consent to the Company and the Administrator to transfer any such personal data and/or sensitive personal data outside the country, in which Participant works or is employed, and to the United States. The legal persons granted access to such Participant personal data are intended to include the Company, the Administrator, the outside plan administrator as selected by the Company from time to time, and any other compensation consultant or person that the Company or the Administrator may deem appropriate for the administration of the Plan or the Award. Participant has been informed of his or her right of access and correction to Participant’s personal data by contacting the Company. Participant also understands that the transfer of the information outlined herein is important to the administration of the Award and the Plan and failure to consent to the transmission of such information may limit or prohibit Participant’s participation under the Plan and/or void the Award.
|
2.5.
|
Savings Clause
. In the event that Participant is employed or provides services in a jurisdiction where the performance of any term or provision of this Agreement by the Company:
(i)
will result in a breach or violation of any statute, law, ordinance, regulation, rule, judgment, decree, order or statement of public policy of any court or governmental agency, board, bureau, body, department or authority, or
(ii)
will result in the creation or imposition of any penalty, charge, restriction, or material adverse effect upon the Company, then any such term or provision shall be null, void and of no effect.
|
2.6.
|
Amendment
. This Agreement may be amended only by an instrument in writing executed and delivered by the Participant and the Company or by the Company and accepted by the Participant in accordance with the procedures specified in the introductory paragraph hereto.
|
1.1.
|
Award Date
. This Agreement shall take effect as of the date specified in the Restricted Stock Plan section on the Overview tab as the Award Date provided to you online at www.stockplanconnect.com (the “Award Date”).
|
1.2.
|
Restricted Stock Units Subject to Award
. The Award consists of that number of restricted stock units (the “RSU”) with respect to the Stock that has been approved for the Award to Participant by the Plan Administrator. Each RSU is equivalent to one share of the Stock. The Participant’s rights to the RSU are subject to the restrictions described in this Agreement and in the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.
|
1.3.
|
Meaning of Certain Terms
. The term "vest" as used herein with respect to any RSU means the lapsing of the restrictions described herein with respect to such RSU.
|
1.4.
|
Nontransferability of RSUs
. The RSU acquired by the Participant pursuant to this Agreement shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as provided below and in the Plan.
|
1.5.
|
Forfeiture Risk
. If the Participant ceases to be employed or retained by the Company and/or its subsidiaries for any reason any then outstanding and unvested RSU acquired by the Participant hereunder shall be automatically and immediately forfeited. The Participant hereby appoints the Company as the attorney-in-fact of the Participant to take such actions as may be necessary or appropriate to effectuate the cancellation of a forfeited RSU.
|
1.6.
|
Vesting of RSUs
. The RSU acquired hereunder shall vest in accordance with the provisions of this Article I, Section 1.6 and applicable provisions of the Plan, as follows:
|
•
|
25% of the RSUs vest on and after February 19, 2018;
|
•
|
an additional 25% of the RSUs vest on and after February 19, 2019;
|
•
|
an additional 25% of the RSUs vest on and after February 19, 2020; and
|
•
|
the final 25% of the RSUs vest on and after February 19, 2021.
|
1.7.
|
No Dividends, etc.
. The Participant shall
not
be entitled:
(i)
to receive any dividends or other distributions paid with respect to the Stock to which the RSU relates, or
(ii)
to vote any Stock with respect to which the RSU relates.
|
1.8.
|
Sale of Vested Shares
.
The Participant understands that Participant will be free to sell any Stock with respect to which the RSU relates once the RSU has vested, subject to
(i)
satisfaction of any applicable tax withholding requirements with respect to the vesting of such RSU;
(ii)
the completion of any administrative steps (for example, but without limitation, the transfer of certificates) that the Company may reasonably impose; and
(iii)
applicable requirements of federal and state securities laws.
|
1.9.
|
Certain Tax Matters
. The Participant expressly acknowledges that the award or vesting of the RSU acquired hereunder, may give rise to "wages" subject to withholding. The Participant expressly acknowledges and agrees that Participant’s rights hereunder are subject to Participant promptly paying to the Company all taxes required to be withheld in connection with such award, vesting or payment. Until the Administrator determines otherwise, such payment of Participant’s withholding tax obligations shall be made through net share settlement procedures whereby that number of the vesting shares needed to cover the withholding tax obligation (calculated using the Fair Market Value of the Company’s stock on the date of vest) shall be cancelled to fund the Company’s payment of the withholding tax obligation and the net shares remaining after such cancellation shall be credited to Participant’s account.
|
2.1.
|
Definitions
. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The term “Administrator” means the Management Development & Compensation Committee of the Company’s Board of Directors.
|
2.2.
|
Mergers, etc
. To the extent that the Participant is not covered by a separate Executive Change In Control Termination Agreement with the Company which contains provisions specifying the treatment of the Award in the event of a change in control as defined therein or in any of the events listed in clauses (i) through (iii) below, in the event of any of
(i)
a consolidation or merger in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company's then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert,
(ii)
a sale or transfer of all or substantially all the Company's assets, or
(iii)
a dissolution or liquidation of the Company (a “Covered Transaction”), all outstanding Awards pursuant to Article I above shall vest and if relevant become exercisable and all deferrals, other than deferrals of amounts that are neither measured by reference to nor payable in shares of Stock, shall be accelerated, immediately prior to the Covered Transaction and upon consummation of such Covered Transaction all Awards then outstanding and requiring exercise shall be forfeited unless assumed by an acquiring or surviving entity or its affiliate as provided in the following sentence. In the event of a Covered Transaction, unless otherwise determined by the Administrator, all Awards that are payable in shares of Stock and that have not been exercised, exchanged or converted, as applicable, shall be converted into and represent the right to receive the consideration to be paid in such Covered Transaction for each share of Stock into which such Award is exercisable, exchangeable or convertible, less the applicable exercise price or purchase price for such Award. In connection with any Covered Transaction in which there is an acquiring or surviving entity, the Administrator may provide for substitute or replacement Awards from, or the assumption of Awards by, the acquiring or surviving entity or its affiliates, any such substitution, replacement or assumption to be on such terms as the Administrator determines, provided that no such replacement or substitution shall diminish in any way the acceleration of Awards provided for in this section.
|
2.3.
|
Retirement, etc
. If Participant is an employee of the Company and ceases to be an employee due to retirement with the consent of the Administrator, Participant will be entitled to immediate Vesting of all unvested RSUs awarded pursuant to this Agreement. As used herein the term “retirement with the consent of the Administrator” means that Participant’s retirement must be with the consent of the Administrator, which consent may be granted or withheld in the discretion of the Administrator. In the event that Participant ceases to be an employee under circumstances that would otherwise qualify for retirement but the consent of the Administrator has not been granted, then Participant shall not be entitled to the benefits of this Section 2.3.
|
2.4.
|
No Understandings as to Employment etc
. The Participant further expressly acknowledges that nothing in the Plan
or any modification thereto, in the Award or in this Agreement shall constitute or be evidence of
|
2.5.
|
Data Protection Waiver.
Participant understands and agrees that in order to process and administer the Award and the Plan, the Company and the Administrator may process personal data and/or sensitive personal information concerning the Participant. Such data and information includes, but is not limited to, the information provided in the Award grant package and any changes thereto, other appropriate personal and financial data about Participant, and information about Participant’s participation in the Plan and transactions under the Plan from time to time. Participant hereby gives his or her explicit consent to the Company and the Administrator to process any such personal data and/or sensitive personal information. Participant also hereby gives his or her explicit consent to the Company and the Administrator to transfer any such personal data and/or sensitive personal data outside the country, in which Participant works or is employed, and to the United States. The legal persons granted access to such Participant personal data are intended to include the Company, the Administrator, the outside plan administrator as selected by the Company from time to time, and any other compensation consultant or person that the Company or the Administrator may deem appropriate for the administration of the Plan or the Award. Participant has been informed of his or her right of access and correction to Participant’s personal data by contacting the Company. Participant also understands that the transfer of the information outlined herein is important to the administration of the Award and the Plan and failure to consent to the transmission of such information may limit or prohibit Participant’s participation under the Plan and/or void the Award.
|
2.6.
|
Savings Clause
. In the event that Participant is employed or provides services in a jurisdiction where the performance of any term or provision of this Agreement by the Company:
(i)
will result in a breach or violation of any statute, law, ordinance, regulation, rule, judgment, decree, order or statement of public policy of any court or governmental agency, board, bureau, body, department or authority, or
(ii)
will result in the creation or imposition of any penalty, charge, restriction, or material adverse effect upon the Company, then any such term or provision shall be null, void and of no effect.
|
2.7.
|
Amendment
. This Agreement may be amended only by an instrument in writing executed and delivered by the Participant and the Company or by the Company and accepted by the Participant in accordance with the procedures specified in the introductory paragraph hereto.
|
1.1.
|
Option Grant
. Effective as of the date specified in the Stock Options Plan section provided to you online (the “Grant Date”), the Company hereby grants Participant a non-qualified option to purchase that number of shares of Stock that has been approved for the Award to the Participant by the Plan Administrator (“Option”). The shares of Stock awarded are specified in the Stock Options Plan section in the Granted column online at
www.stockplanconnect.com
. The Option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly.
|
1.2.
|
Option Exercise Price
. The exercise (grant) price of the Option shall be 100% of the closing price of the Stock on the NASDAQ stock market on the Grant Date. The exercise price is provided to Participant online at
www.stockplanconnect.com
.
|
1.3.
|
Option Vesting Schedule
. This Option shall vest and become exercisable, except as hereinafter provided, in whole or in part, at any time and from time to time as follows:
|
•
|
1/4 on and after February 19, 2018;
|
•
|
an additional 1/4 on and after February 19, 2019;
|
•
|
an additional 1/4 on and after February 19, 2020;
|
•
|
the final 1/4 on and after February 19, 2021.
|
1.4.
|
Expiration of Option
. To the extent that the Option shall not have been exercised, this Option shall expire at 5:00 p.m. local time at the Company’s headquarters on February 19, 2024 and no part of the Option may be exercised thereafter. If an expiration, termination or forfeiture date described herein falls on a weekday, Participant must exercise the Option before 5:00 p.m. local time at the Company’s headquarters on that date. If an expiration, termination or forfeiture date described herein falls on a weekend or any other day on which the NASDAQ stock market is not open, Participant must exercise the Options before 5:00 p.m. local time at the Company’s headquarters on the last NASDAQ business day prior to the expiration, termination or forfeiture date.
|
1.5.
|
Exercise of Option
. When and as vested, this Option may be exercised up to the number of shares of Stock specified in Section 1.1 above only by serving written notice on the designated stock plan administrator. Until the Administrator determines otherwise, payment of the Option exercise price specified in Section 1.2 above shall be made through net share settlement procedures whereby that number of the Option shares being exercised that are needed to cover the payment of the Option exercise price (calculated using the Fair Market Value of
|
1.6.
|
No Assignment of Option
. This Option may not be assigned or transferred except as may otherwise be provided by the terms of this Agreement.
|
1.7.
|
Basic
Adjustments for Changes in Capital Structure
. The Administrator shall make adjustments from time to time in the number of shares of Stock covered by the Option in such reasonable manner as the Administrator may determine to reflect any increase or decrease in the number of issued shares of Stock of the Company resulting from a subdivision or consolidation of shares or any other capital adjustment, the payment of stock dividends or other increases or decreases in such Stock effected without receipt of consideration by the Company.
|
1.8.
|
Termination of Employment or Service with the Company
. All exercisable Options granted herein must be exercised within ninety (90) days following the date on which the employment or services of Participant with the Company or one of its subsidiaries terminates (i.e., last day worked, excluding any severance period) (“Termination Date”), or be forfeited, except as provided in Section 2.3 below and as follows:
|
(a)
|
In the event of Participant’s death during employment/services, each Option granted hereunder will be exercisable, whether or not vested on the date of Participant’s death, until the earlier of:
(1)
the first anniversary of Participant’s date of death; or
(2)
the original expiration date of the option. In the event of Participant’s death during a Special Exercise Period as specified in Section 2.3 below, each Option will continue to be exercisable in accordance with the provisions of that Section.
|
(b)
|
In the event of the termination of employment/services of Participant due to Disablement, Participant may exercise the Option, to the extent not previously exercised and whether or not the option had vested on or prior to the date of employment or service termination, at any time prior to 365 days following the later of the date of Participant’s separation from service due to Participant’s Disablement or the date of determination of Participant’s Disablement,
provided
,
however
, that while the claim of Disablement is pending, Options that were unvested at termination of services may not be exercised and Options that were vested at termination of services may be exercised only during the period set forth in the introductory clause to this Section 1.8. The Option shall terminate on the 365th day from the date of determination of Disablement, to the extent that it is unexercised. For these purposes “Disablement” shall be determined in accordance with the standards and procedures of the then-current Long Term Disability policies maintained by the Company, which is generally a physical condition arising from an illness or injury, which renders an individual incapable of performing work in any occupation, as determined by the Company.
|
(c)
|
If Participant’s employment/services is terminated for “Cause”, all granted but unexercised stock Options shall be forfeited on Participant’s Termination Date.
|
1.9.
|
Suspension of Option Exercises
. For administrative or other reasons, the Company may, from time to time, suspend the ability of Participants to exercise options for limited periods of time. Notwithstanding the above, the Company shall not be obligated to deliver any shares of Stock during any period when the Company determines that the exerciseability of the Option or the delivery of shares hereunder would violate any federal, state or other applicable laws.
|
1.10.
|
Withholding of Income Taxes
. Nonqualified stock options are subject to withholding tax upon exercise. Until the Administrator determines otherwise, such payment of Participant’s withholding tax obligations shall be made through net share settlement procedures whereby that number of the Option shares being exercised needed to cover the withholding tax obligation (calculated using the Fair Market Value of the Company’s stock on the date of exercise) shall be cancelled to fund the Company’s payment of the withholding tax obligation and the net shares remaining after such cancellation shall be credited to Participant’s account.
|
2.1.
|
Definitions
. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The term “Administrator” means the Management Development & Compensation Committee of the Company’s Board of Directors.
|
2.2.
|
Mergers, etc
. To the extent that the Participant is not covered by a separate Executive Change In Control Termination Agreement with the Company which contains provisions specifying the treatment of the Award in the event of a change in control as defined therein or in any of the events listed in clauses (i) through (iii) below, in the event of any of
(i)
a consolidation or merger in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company's then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert,
(ii)
a sale or transfer of all or substantially all the Company's assets, or
(iii)
a dissolution or liquidation of the Company (a “Covered Transaction”), the vesting of all Options under each outstanding Award pursuant to Article I above will be accelerated and such shares will become fully exercisable prior to the Covered Transaction on a basis that gives the Participant a reasonable opportunity, as determined by the Administrator, following delivery of the shares, to participate as a stockholder in the Covered Transaction. In connection with any Covered Transaction in which there is an acquiring or surviving entity, the Administrator may provide for substitute or replacement Awards from, or the assumption of Awards by, the acquiring or surviving entity or its affiliates, any such substitution, replacement or assumption to be on such terms as the Administrator determines, provided that no such replacement or substitution shall diminish in any way the acceleration of Options provided for in this section.
|
2.3.
|
Retirement, etc
. If Participant is an employee of the Company and ceases to be an employee due to retirement with the consent of the Administrator, Participant will be entitled to a special exercise period with respect to the Option (the “Special Exercise Period”) which will begin on Participant’s Retirement Date and will end on the earlier of the 4
th
anniversary of Participant’s Retirement Date or the expiration date specified in Section 1.4 above. During the Special Exercise Period, the Option will continue to vest in accordance with the schedule specified in Section 1.3 above and will be exercisable to the same extent that it would have been exercisable had Participant remained in service with the Company or one of its subsidiaries. As used herein the term “retirement with the consent of the Administrator” means that Participant’s retirement must be with the consent of the Administrator, which consent may be granted or withheld in the discretion of the Administrator. In the event that Participant ceases to be an employee under circumstances that would otherwise qualify for retirement but the consent of the Administrator has not been granted, then Participant shall not be entitled to the benefits of this Section 2.3.
|
2.4.
|
No Understandings as to Employment, etc
. The Participant further expressly acknowledges that nothing in the Plan
or any modification thereto, in the Award or in this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to continue the employment or services of the Participant for any period or to give rise to any right to remain in the service of the Company or of any subsidiary or affiliate of the Company, and the Participant shall remain subject to discharge to the same extent as if the Plan had never been adopted or the Award had never been made.
|
2.5.
|
Acts of Misconduct
. If Participant has allegedly committed an act of serious misconduct, including, but not limited to, embezzlement, fraud, dishonesty, unauthorized disclosure of trade secrets or confidential information, breach of fiduciary duty or nonpayment of an obligation owed to the Company, an Executive Officer of the Company may suspend Participant’s rights under the Award, including the vesting of Options and the exercise of vested Options, pending a decision by the Administrator or an Executive Officer of the Company to terminate the Award. No rights under the Award may be exercised during such suspension or after such termination.
|
2.6.
|
Data Protection Waiver.
Participant understands and agrees that in order to process and administer the Award and the Plan, the Company and the Administrator may process personal data and/or sensitive personal information concerning the Participant. Such data and information includes, but is not limited to, the
|
2.7.
|
Disputes
. The Administrator designated in the Plan or its delegate shall finally and conclusively determine any disagreement concerning the Award.
|
2.8.
|
Savings Clause
. In the event that Participant is employed or provides services, in a jurisdiction where the performance of any term or provision of this Agreement by the Company:
(i)
will result in a breach or violation of any statute, law, ordinance, regulation, rule, judgment, decree, order or statement of public policy of any court or governmental agency, board, bureau, body, department or authority, or
(ii)
will result in the creation or imposition of any penalty, charge, restriction, or material adverse effect upon the Company, then any such term or provision shall be null, void and of no effect.
|
2.9.
|
Amendment
. This Agreement may be amended only by an instrument in writing executed and delivered by the Participant and the Company or by the Company and accepted by the Participant in accordance with the procedures specified in the introductory paragraph hereto.
|
Name of Subsidiary
|
|
Jurisdiction
|
ATMI Clean Technologies (Shanghai) Company Limited
|
|
China
|
ATMI International Trading Co. Ltd.
|
|
China
|
ATMI Semiconductor New Materials Xi'an Co., Ltd.
|
|
China
|
Entegris Asia LLC
|
|
Delaware
|
Entegris Asia Pte. Ltd.
|
|
Singapore
|
Entegris Cleaning Process SAS
|
|
France
|
Entegris Ecosys LLC
|
|
Delaware
|
Entegris GmbH
|
|
Germany
|
Entegris International Holdings B.V.
|
|
The Netherlands
|
Entegris International Holdings II B.V.
|
|
The Netherlands
|
Entegris International Holdings III B.V.
|
|
The Netherlands
|
Entegris International Holdings IV LLC
|
|
Delaware
|
Entegris International Holdings V LLC
|
|
Delaware
|
Entegris International Holdings VI LLC
|
|
Delaware
|
Entegris International Holdings, Inc.
|
|
Delaware
|
Entegris Ireland Unlimited Company
|
|
Ireland
|
Entegris Israel Ltd.
|
|
Israel
|
Entegris Japan Co. Ltd.
|
|
Japan
|
Entegris Korea II Ltd.
|
|
South Korea
|
Entegris Korea Ltd.
|
|
South Korea
|
Entegris Malaysia Sdn. Bhd.
|
|
Malaysia
|
Entegris (Shanghai) Microelectronics Trading Company Ltd.
|
|
China
|
Entegris Pacific Ltd.
|
|
Delaware
|
Entegris Professional Solutions, Inc.
|
|
Delaware
|
Entegris Sarl
|
|
Luxembourg
|
Entegris SAS
|
|
France
|
Entegris Singapore Pte. Ltd.
|
|
Singapore
|
Entegris Specialty Materials, LLC
|
|
Delaware
|
Entegris Taiwan Enterprises Partnership
|
|
Taiwan
|
Entegris Taiwan Holdings, Inc.
|
|
Delaware
|
Entegris Taiwan Technologies Co. Ltd.
|
|
Taiwan
|
Nihon Entegris K.K.
|
|
Japan
|
Poco Graphite, Inc.
|
|
Delaware
|
Pureline Co., Ltd.
|
|
South Korea
|
SIGNATURE
|
TITLE
|
DATE
|
/s/ Bertrand Loy
|
President, Chief Executive Officer
|
February 13, 2018
|
Bertrand Loy
|
and Director
|
|
/s/ Paul L. H. Olson
|
Chairman of the Board, Director
|
February 13, 2018
|
Paul L. H. Olson
|
|
|
/s/ Michael A. Bradley
|
Director
|
February 13, 2018
|
Michael A. Bradley
|
|
|
/s/ R. Nicholas Burns
|
Director
|
February 13, 2018
|
Nicholas Burns
|
|
|
/s/ Daniel W. Christman
|
Director
|
February 13, 2018
|
Daniel W. Christman
|
|
|
/s/ James F. Gentilcore
|
Director
|
February 13, 2018
|
James F. Gentilcore
|
|
|
/s/ James P. Lederer
|
Director
|
February 13, 2018
|
James P. Lederer
|
|
|
/s/ Azita Saleki-Gerhardt
|
Director
|
February 13, 2018
|
Azita Saleki-Gerhardt
|
|
|
/s/ Brian F. Sullivan
|
Director
|
February 13, 2018
|
Brian F. Sullivan
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Entegris, Inc.;
|
2.
|
Based on my knowledge, this annual 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 annual 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: |
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):
|
Date: February 14, 2018
|
/s/ Bertrand Loy
|
|
Bertrand Loy
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Entegris, Inc.;
|
2.
|
Based on my knowledge, this annual 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 annual 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: |
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):
|
Date: February 14, 2018
|
/s/ Gregory B. Graves
|
|
Gregory B. Graves
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 14, 2018
|
/s/ Bertrand Loy
|
|
Bertrand Loy
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 14, 2018
|
/s/ Gregory B. Graves
|
|
Gregory B. Graves
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|