Item 8. – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

A. O. Smith Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of A. O. Smith Corporation (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule listed in the index at Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 16, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as A. O. Smith Corporation’s auditor since 1917.

Milwaukee, Wisconsin

February 16, 2018

CONSOLIDATED BALANCE SHEETS


December 31 (dollars in millions)
	2017			2016
Assets
Current Assets
Cash and cash equivalents	$	346.6		$	330.4
Marketable securities		473.4			424.2
Receivables		598.4			518.7
Inventories		291.2			251.1
Other current assets		57.2			37.6

Total Current Assets		1,766.8			1,562.0
Net property, plant and equipment		528.9			461.9
Goodwill		516.7			491.5
Other intangibles		308.7			308.3
Other assets		76.2			67.3

Total Assets	$	3,197.3		$	2,891.0

Liabilities
Current Liabilities
Trade payables	$	535.0		$	528.6
Accrued payroll and benefits		90.8			84.3
Accrued liabilities		110.7			101.0
Product warranties		44.5			44.5
Long-term debt due within one year		7.5			7.2

Total Current Liabilities		788.5			765.6
Long-term debt		402.9			316.4
Product warranties		97.9			96.4
Pension liabilities		48.1			109.0
Other liabilities		211.1			88.3

Total Liabilities		1,548.5			1,375.7
Commitments and contingencies		—			—
Stockholders’ Equity
Preferred Stock		—			—
Class A Common Stock (shares issued 26,239,559 and 26,313,351)		131.2			131.6
Common Stock (shares issued 164,468,033 and 164,394,241)		164.5			164.4
Capital in excess of par value		486.5			477.6
Retained earnings		1,792.6			1,593.0
Accumulated other comprehensive loss		(299.5	)		(363.2	)
Treasury stock at cost		(626.5	)		(488.1	)

Total Stockholders’ Equity		1,648.8			1,515.3

Total Liabilities and Stockholders’ Equity	$	3,197.3		$	2,891.0


See accompanying notes which are an integral part of these statements.

CONSOLIDATED STATEMENT OF EARNINGS


Years ended December 31 (dollars in millions, except per share amounts)
	2017			2016			2015
Net sales	$	2,996.7		$	2,685.9		$	2,536.5
Cost of products sold		1,758.0			1,566.6			1,526.7

Gross profit		1,238.7			1,119.3			1,009.8
Selling, general and administrative expenses		718.2			658.9			610.7
Interest expense		10.1			7.3			7.4
Other income - net		(10.4	)		(9.4	)		(10.8	)

Earnings before provision for income taxes		520.8			462.5			402.5
Provision for income taxes		224.3			136.0			119.6

Net Earnings	$	296.5		$	326.5		$	282.9

Net Earnings Per Share of Common Stock	$	1.72		$	1.87		$	1.59

Diluted Net Earnings Per Share of Common Stock	$	1.70		$	1.85		$	1.58

CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS


Years ended December 31 (dollars in millions)
	2017			2016			2015
Net Earnings	$	296.5		$	326.5		$	282.9
Other comprehensive earnings (loss)
Foreign currency translation adjustments		52.7			(39.8	)		(42.7	)
Unrealized net (loss) gain on cash flow derivative instruments, less related income tax benefit (provision) of $0.7 in 2017, $0.6 in 2016 and $(0.2) in 2015		(1.1	)		(1.0	)		0.3
Change in pension liability less related income tax (provision) benefit of $(7.5) in 2017, $5.7 in 2016 and $(0.5) in 2015		12.1			(9.0	)		1.0

Comprehensive Earnings	$	360.2		$	276.7		$	241.5


See accompanying notes which are an integral part of these statements.

CONSOLIDATED STATEMENT OF CASH FLOWS


Years ended December 31 (dollars in millions)
	2017			2016			2015
Operating Activities
Net earnings	$	296.5		$	326.5		$	282.9
Adjustments to reconcile earnings to cash provided by (used in) operating activities:
Depreciation and amortization		70.1			65.1			63.0
U.S. Tax Reform income tax expense		81.8			—			—
Pension (income) expense		(9.1	)		(6.9	)		0.1
Stock based compensation expense		9.9			9.4			8.8
Net changes in operating assets and liabilities, net of acquisitions:
Current assets and liabilities		(127.8	)		68.5			16.8
Noncurrent assets and liabilities		5.0			(16.0	)		(19.9	)

Cash Provided by Operating Activities		326.4			446.6			351.7
Investing Activities
Acquisitions of businesses		(43.1	)		(90.8	)		—
Investments in marketable securities		(583.5	)		(563.8	)		(428.8	)
Proceeds from sales of marketable securities		562.7			435.1			315.4
Capital expenditures		(94.2	)		(80.7	)		(72.7	)

Cash Used in Investing Activities		(158.1	)		(300.2	)		(186.1	)
Financing Activities
Long-term debt incurred		86.5			74.1			28.1
Common stock repurchases		(139.1	)		(135.2	)		(128.1	)
Net (payments) proceeds from stock option activity		(0.9	)		5.7			6.4
Acquisition related contingent payment		(1.7	)		—			—
Dividends paid		(96.9	)		(84.2	)		(67.8	)

Cash Used in Financing Activities		(152.1	)		(139.6	)		(161.4	)

Net increase in cash and cash equivalents		16.2			6.8			4.2
Cash and cash equivalents-beginning of year		330.4			323.6			319.4

Cash and Cash Equivalents-End of Year	$	346.6		$	330.4		$	323.6


See accompanying notes which are an integral part of these statements.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY


Years ended December 31 (dollars in millions)
	2017			2016			2015
Class A Common Stock
Balance at the beginning of the year	$	131.6		$	131.8		$	132.2
Conversion of Class A Common Stock		(0.4	)		(0.2	)		(0.4	)

Balance at the end of the year	$	131.2		$	131.6		$	131.8

Common Stock
Balance at the beginning of the year	$	164.4		$	164.4		$	164.2
Conversion of Class A Common Stock		0.1			—			0.2

Balance at the end of the year	$	164.5		$	164.4		$	164.4

Capital in Excess of Par Value
Balance at the beginning of the year	$	477.6		$	469.3		$	451.9
Conversion of Class A Common Stock		0.3			0.2			0.2
Issuance of share units		(4.9	)		(4.6	)		(4.2	)
Vesting of share units		(2.9	)		(2.0	)		(3.2	)
Stock based compensation expense		9.2			8.8			8.1
Exercises of stock options		1.4			0.3			1.1
Tax benefit from exercises of stock options and vesting of share units		—			—			10.4
Stock incentives		5.8			5.6			5.0

Balance at the end of the year	$	486.5		$	477.6		$	469.3

Retained Earnings
Balance at the beginning of the year	$	1,593.0		$	1,350.7		$	1,135.5
Net earnings		296.5			326.5			282.9
Cash dividends on stock		(96.9	)		(84.2	)		(67.7	)

Balance at the end of the year	$	1,792.6		$	1,593.0		$	1,350.7

Accumulated Other Comprehensive Loss
Balance at the beginning of the year	$	(363.2	)	$	(313.4	)	$	(272.0	)
Foreign currency translation adjustments		52.7			(39.8	)		(42.7	)
Unrealized net (loss) gain on cash flow derivative instruments, less related income tax benefit (provision) of $0.7 in 2017, $0.6 in 2016 and $(0.2) in 2015		(1.1	)		(1.0	)		0.3
Change in pension liability less related income tax (provision) benefit of $(7.5) in 2017, $5.7 in 2016 and $(0.5) in 2015		12.1			(9.0	)		1.0

Balance at the end of the year	$	(299.5	)	$	(363.2	)	$	(313.4	)

Treasury Stock
Balance at the beginning of the year	$	(488.1	)	$	(360.5	)	$	(230.5	)
Exercise of stock options, net of 160,856, 54,019 and 418,754 shares surrendered as proceeds and to pay taxes in 2017, 2016 and 2015, respectively		(2.4	)		4.0			(5.2	)
Stock incentives and directors’ compensation		0.2			0.2			0.1
Shares repurchased		(139.1	)		(135.2	)		(128.1	)
Vesting of share units		2.9			3.4			3.2

Balance at the end of the year	$	(626.5	)	$	(488.1	)	$	(360.5	)

Total Stockholders’ Equity	$	1,648.8		$	1,515.3		$	1,442.3


See accompanying notes which are an integral part of these statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Organization and Significant Accounting Policies

Organization. A. O. Smith Corporation (A. O. Smith or the Company) is comprised of two reporting segments: North America and Rest of World. The Rest of World segment is primarily comprised of China, Europe and India. Both segments manufacture and market comprehensive lines of residential and commercial gas and electric water heaters, boilers and water treatment products. Both segments primarily manufacture and market in their respective regions of the world. The North America segment also manufactures and markets water system tanks. The Rest of World segment also manufacturers and markets in-home air purification products in China.

Consolidation. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of intercompany transactions.

Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States (U.S.) requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and notes. Actual results could differ from those estimates.

Fair value of financial instruments. The carrying amounts of cash, cash equivalents, marketable securities, receivables, floating rate debt and trade payables approximated fair value as of December 31, 2017 and 2016, due to the short maturities or frequent rate resets of these instruments. As of December 31, 2017 and 2016, the carrying value of term notes with insurance companies was approximately $127.5 million and 134.4 million, respectively, which approximated fair value in both years. The fair value was estimated based on current rates offered for debt with similar maturities.

Foreign currency translation. For all subsidiaries outside the U.S., with the exception of its Barbados, Hong Kong and Mexican companies and its non-operating companies in the Netherlands, the Company uses the local currency as the functional currency. For those operations using a functional currency other than the U.S. dollar, assets and liabilities were translated into U.S. dollars at year-end exchange rates, and revenues and expenses were translated at weighted-average exchange rates. The resulting translation adjustments were recorded as a separate component of stockholders’ equity. The Barbados, Dutch, Hong Kong and Mexican companies use the U.S. dollar as the functional currency. Gains and losses from foreign currency transactions were included in net earnings and were not significant in 2017, 2016 or 2015.

Cash and cash equivalents. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Marketable securities. The Company considers all highly liquid investments with maturities greater than 90 days when purchased to be marketable securities. At December 31, 2017, the Company’s marketable securities consisted of bank time deposits with original maturities ranging from 180 days to 12 months and were primarily located at investment grade rated banks in China.

Inventory valuation. Inventories are carried at lower of cost or market. Cost is determined on the last-in, first-out (LIFO) method for a majority of the Company’s domestic inventories, which comprised 59 percent and 61 percent of the Company’s total inventory at December 31, 2017 and 2016, respectively. Inventories of foreign subsidiaries, the remaining domestic inventories and supplies were determined using the first-in, first-out (FIFO) method.

Property, plant and equipment. Property, plant and equipment are stated at cost. Depreciation is computed primarily by the straight-line method. The estimated service lives used to compute depreciation are generally 25 to 50 years for buildings, three to 20 years for equipment and three to 15 years for software. Maintenance and repair costs are expensed as incurred.

1.	Organization and Significant Accounting Policies (continued)

Goodwill and other intangibles. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment on an annual basis. Separable intangible assets, primarily comprised of customer relationships, that are not deemed to have an indefinite life are amortized on a straight-line basis over their estimated useful lives which range from three to 25 years.

Impairment of long-lived and amortizable intangible assets. Property, plant and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. Such analyses necessarily involve significant judgment.

Product warranties. The Company’s products carry warranties that generally range from one to ten years and are based on terms that are consistent with the market. The Company records a liability for the expected cost of warranty-related claims at the time of sale. The allocation of the warranty liability between current and long-term is based on expected warranty claims to be paid in the next year as determined by historical product failure rates.

The following table presents the Company’s product warranty liability activity in 2017 and 2016:


Years ended December 31 (dollars in millions)	2017			2016
Balance at beginning of year	$	140.9		$	139.3
Expense		39.7			42.5
Claims settled		(38.2	)		(40.9	)

Balance at end of year	$	142.4		$	140.9

Derivative instruments. The Company utilizes certain derivative instruments to enhance its ability to manage currency as well as raw materials price risk. The Company does not enter into contracts for speculative purposes. The fair values of all derivatives are recorded in the consolidated balance sheets. The change in a derivative’s fair value is recorded each period in current earnings or accumulated other comprehensive loss (AOCI), depending on whether the derivative is designated as part of a hedge transaction and if so, the type of hedge transaction. See Note 11, “Derivative Instruments” of the notes to consolidated financial statements for disclosure of the Company’s derivative instruments and hedging activities.

Fair Value Measurements. Accounting Standards Codification **(**ASC) 820 Fair Value Measurements, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring basis or nonrecurring basis. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value are based on the market approach which are prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Assets measured at fair value on a recurring basis are as follows (dollars in millions):


Fair Value Measurement Using		December 31, 2017				December 31, 2016
Quoted prices in active markets for identical assets (Level 1)		$	475.1			$	424.5

There were no changes in the valuation techniques used to measure fair values on a recurring basis.

1.	Organization and Significant Accounting Policies (continued)

Revenue recognition. The Company recognizes revenue upon transfer of title, which occurs upon shipment of the product to the customer except for certain export sales where transfer of title occurs when the product reaches the customer destination.

Contracts and customer purchase orders are used to determine the existence of a sales arrangement. Shipping documents are used to verify shipment. The Company assesses whether the selling price is fixed or determinable based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. The Company assesses collectability based on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history. The allowance for doubtful accounts was $5.3 million and $6.3 million at December 31, 2017 and 2016, respectively.

Reserves for customer returns for defective product are based on historical experience with similar types of sales. Accruals for rebates and incentives are based on pricing agreements and are tied to sales volume. Changes in such accruals may be required if future returns differ from historical experience or if actual sales volume differs from estimated sales volume. Rebates and incentives are recognized as a reduction of sales.

Shipping and handling costs billed to customers are included in net sales and the related costs are included in cost of products sold.

Advertising. The majority of advertising costs are charged to operations as incurred and amounted to $126.9 million, $113.9 million and $102.2 million during 2017, 2016 and 2015, respectively. Included in total advertising costs are expenses associated with store displays for water heater, water treatment and air purification products in China that are amortized over 12 to 24 months which totaled $43.0 million, $37.0 million and $27.4 million during 2017, 2016 and 2015, respectively.

Research and development. Research and development costs are charged to operations as incurred and amounted to $86.4 million, $80.1 million and $73.7 million during 2017, 2016 and 2015, respectively.

Environmental costs. The Company accrues for costs associated with environmental obligations when such costs are probable and reasonably estimable. Costs of estimated future expenditures are not discounted to their present value. Recoveries of environmental costs from other parties are recorded as assets when their receipt is considered probable. The accruals are adjusted as facts and circumstances change.

Stock-based compensation. Compensation cost is recognized using the straight-line method over the vesting period of the award and forfeitures are recognized as they occur. The Company adopted amended ASC 718 Compensation – Stock Compensation as of January 1, 2016. Refer to the Recent Accounting Pronouncements section later in this footnote for additional information on the adoption of this pronouncement. As required under amended ASC 718, the Company recognized $11.6 million and $5.9 million of discrete income tax benefits on settled stock based compensation awards during 2017 and 2016, respectively. As required under previous guidance, in the year ended December 31, 2015, the Company recognized $10.4 million of excess tax deductions as cash flows provided by financing activities.

Income taxes. The provision for income taxes is computed using the asset and liability method, in accordance with ASC 740 Income Taxes, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled and are classified as noncurrent in the consolidated balance sheet. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement.

1.	Organization and Significant Accounting Policies (continued)

Earnings per share of common stock. The Company is not required to use the two-class method of calculating earnings per share since its Class A Common Stock and Common Stock have equal dividend rights. The numerator for the calculation of basic and diluted earnings per share is net earnings. The following table sets forth the computation of basic and diluted weighted-average shares used in the earnings per share calculations:


	2017		2016		2015
Denominator for basic earnings per share - weighted-average shares outstanding		172,666,056		174,712,683		177,622,280
Effect of dilutive stock options, restricted stock and share units		1,939,133		2,112,597		1,386,900

Denominator for diluted earnings per share		174,605,189		176,825,280		179,009,180

On April 11, 2016, the Company’s stockholders approved a proposal to increase the Company’s authorized shares of Common Stock and on September 7, 2016, the Company’s Board of Directors declared a two-for-one stock split of the Company’s Class A Common Stock and Common Stock (including treasury shares) in the form of a 100 percent stock dividend to stockholders of record on September 21, 2016 and payable on October 5, 2016. All references in the financial statements and footnotes to the number of shares outstanding, price per share, per share amounts and stock based compensation data have been recast to reflect the stock split for all periods presented.

Reclassifications. Certain amounts from prior years have been reclassified to conform with current year presentation.

Recent Accounting Pronouncements

In August 2017, the Financial Accounting Standards Board (FASB) amended ASC 815, Derivatives and Hedging (issued under Accounting Standards Update (ASU) 2017-12, “Targeted Improvements to Accounting for Hedging Activities”). Under this amendment, more hedging strategies are eligible for hedge accounting treatment. ASU 2017-12 also amends the presentation and disclosure requirements regarding derivatives and hedging and changes how companies assess effectiveness. The amendment requires adoption on January 1, 2019 and permits early adoption in any interim or annual period. The Company does not expect that the adoption of ASU 2017-12 will have a material impact on its consolidated balance sheets, statements of earnings or statements of cash flows.

In May 2017, the FASB amended ASC 718, Compensation – Stock Compensation (issued under ASU 2017-09, “Scope of Modification Accounting”). This amendment clarifies when changes to the terms or conditions of share-based payment awards must be accounted for as a modification. Under this amendment, modification accounting must be used if three conditions are met: the fair value changes, the vesting conditions change, or the classification of the award changes due to the changes in terms or conditions. The amendment requires adoption on January 1, 2018. The Company does not expect that the adoption of ASU 2017-09 will have a material impact on its consolidated balance sheets, statements of earnings or statements of cash flows.

In March 2017, the FASB amended ASC 715, Compensation – Retirement Benefits (issued under ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”). This amendment changes the way net periodic benefit cost associated with employer-sponsored defined benefit plans is presented in the statement of earnings. Under the amendment, the service cost component of net periodic benefit cost is included in the same lines in the statement of earnings as other employee compensation costs and the other components of net periodic benefit cost must be presented separately outside of income from operations. The amendment requires adoption on January 1, 2018. The Company does not expect the adoption of ASU 2017-07 to have a material impact on its consolidated balance sheets, statements of earnings or statements of cash flows.

In January 2017, the FASB amended ASC 350, Intangibles – Goodwill and Other (issued under ASU 2017-04, “Simplifying the Test for Goodwill Impairment”). This amendment simplifies the test for goodwill impairment by only requiring an entity to perform an annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount that the carrying amount exceeds the reporting unit’s fair value. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendment requires adoption on January 1, 2020. The Company does not expect that the adoption of ASU 2017-04 will have a material impact on its consolidated balance sheets, statements of earnings or statements of cash flows.

1.	Organization and Significant Accounting Policies (continued)

In October 2016, the FASB amended ASC 740, Income Taxes (issued under ASU 2016-16). This amendment requires that the income tax consequences of an intra-entity transfer of an asset other than inventory be recognized when the transfer occurs. The amendment is effective for the Company beginning January 1, 2018. This amendment is required to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings. The Company does not expect the adoption of amended ASU 2016-16 will have a material impact on the Company’s consolidated balance sheets, statement of earnings or statements of cash flows.

In August 2016, the FASB amended ASC 230, Statement of Cash Flows (issued under ASU 2016-15, “Clarification of Certain Cash Receipts and Cash Payments”). This amendment clarified reporting for contingent consideration payments made after a business combination depending on how soon after the acquisition the payments are made. The Company adopted ASU 2016-15 effective January 1, 2017.

In March 2016, the FASB amended ASC 718, Compensation—Stock Compensation (issued under ASU 2016-09). This amendment simplified several aspects of the accounting for share-based payment transactions. The Company adopted this amendment effective January 1, 2016. The amendment requires the benefits or deficiencies of tax deductions in excess of or less than the recognized compensation cost to be recorded as income tax benefits or expense in the consolidated statement of earnings in the periods in which they occur. The amendment also eliminated previous guidance that required unrecognized future excess income tax benefits to be considered used to repurchase shares in the calculation of diluted shares which resulted in lower diluted shares outstanding than the calculation under the amendment. The Company applied this guidance prospectively. As such, the Company recognized $11.6 million and $5.9 million of discrete income tax benefits associated with excess tax benefits on settled stock based compensation awards during 2017 and 2016, respectively. The Company’s diluted shares outstanding for the 2017 and 2016 increased as compared to the way it was calculated under previous guidance.

In February 2016, the FASB amended ASC 842, Leases (issued under ASU 2016-02). This amendment requires the recognition of lease assets and lease liabilities on the balance sheet for most leasing arrangements currently classified as operating leases. This amendment is effective for periods beginning January 1, 2019. The Company is in the process of completing its analysis of its lease population and does not expect the adoption of ASU 2016-02 to have a material impact on its consolidated balance sheets, statements of earnings and statements of cash flows.

In May 2014, the FASB issued ASC 606-10, Revenue from Contracts with Customers (issued under ASU 2014-09). ASU 2014-09 will replace all existing revenue recognition guidance when effective. In July 2015, the FASB approved a one year deferral of the effective date to periods beginning January 1, 2018. The Company has completed its review of its customer contracts and its analysis of the impact of the disclosure requirements of ASU 2014-09. The Company will adopt ASU 2014-09 on January 1, 2018 using the full retrospective method. The adoption of ASU 2014-09 will not have a material impact on our financial statements on an on-going basis.

2.	Acquisitions

On September 5, 2017, the Company acquired 100 percent of the shares of Hague Quality Water International (Hague), an Ohio-based water softener company. With the addition of Hague, the Company grew its North America water treatment platform. Hague is included in the Company’s North America segment for reporting purposes.

The Company paid an aggregate cash purchase price of $43.1 million, net of $4.1 million of cash acquired. In addition, the Company established a $1.5 million holdback liability to satisfy any potential obligations of the former owners of Hague, should they arise, otherwise the amount will be paid to the former owners of Hague on September 5, 2018. The Company also agreed to make a contingent payment of up to an additional $2.0 million based on the amount by which products manufactured by or branded Hague increase over the two-year period ending June 30, 2019. In addition, the Company incurred acquisition-related costs of approximately $0.2 million. As of the acquisition date and December 31, 2017, the Company estimated the fair value of the holdback liability and additional contingent consideration at $1.5 million and $2.0 million, respectively, and has recorded liabilities for those amounts.

The following table summarizes the allocation of fair value of the assets acquired and liabilities assumed at the date of acquisition of Hague for purposes of allocating the purchase price. The Company is in the process of finalizing the fair value estimates; therefore the allocation of the purchase price is subject to refinement. The $12.8 million of acquired intangible assets was comprised of $1.1 million of trade names that are not subject to amortization and $11.7 million of customer lists being amortized over 18 years.


September 5, 2017 (dollars in millions)
Current assets, net of cash acquired	$	7.8
Property, plant and equipment		6.9
Intangible assets		12.8
Goodwill		22.2

Total assets acquired		49.7
Current liabilities		(5.6	)
Long-term liabilities		(1.0	)

Total liabilities assumed		(6.6	)

Net assets acquired	$	43.1

The acquisition was accounted for using the purchase method of accounting, and accordingly, the results of operations have been included in the Company’s consolidated financial statements from September 5, 2017, the date of acquisition. Net sales and pre-tax earnings associated with Hague included in the consolidated statement of earnings totaled $8.6 million and $2.0 million, respectively, which included $2.2 million of operating earnings less $0.2 million of acquisition-related costs incurred by the Company resulting from the acquisition.

2.	Acquisitions (continued)

On August 8, 2016, the Company acquired 100 percent of the shares of Aquasana, Inc. (Aquasana), a Texas-based water treatment company. With the addition of Aquasana, the Company entered the North America water treatment market. Aquasana is included in the Company’s North America segment for reporting purposes.

The Company paid an aggregate cash purchase price of $85.1 million, net of $1.9 million of cash acquired. In addition, the Company incurred acquisition-related costs of approximately $1.2 million and recorded a holdback liability to satisfy any potential obligations of the former owners of Aquasana to pay any adjustment to the purchase price. As of the acquisition date, the fair value of the holdback liability was $1.7 million. The Company paid the full holdback liability to the former owners of Aquasana in 2017.

The following table summarizes the allocation of fair value of the assets acquired and liabilities assumed at the date of acquisition of Aquasana. The $30.0 million of acquired intangible assets was comprised of $21.5 million of trade names that are not subject to amortization, $8.3 million of customer lists being amortized over ten years and $0.2 million of patents being amortized over five years.


August 8, 2016 (dollars in millions)
Current assets, net of cash acquired	$	7.3
Property, plant and equipment		2.7
Intangible assets		30.0
Goodwill		60.4

Total assets acquired		100.4
Current liabilities		(7.1	)
Long-term liabilities		(8.2	)

Total liabilities assumed		(15.3	)

Net assets acquired	$	85.1

The acquisition was accounted for using the purchase method of accounting, and accordingly, the results of operations have been included in the Company’s financial statements from August 8, 2016, the date of acquisition.

3.	Statement of Cash Flows

Supplemental cash flow information is as follows:


Years ended December 31 (dollars in millions)	2017			2016			2015
Net change in current assets and liabilities, net of acquisitions:
Receivables	$	(75.8	)	$	(15.1	)	$	(25.9	)
Inventories		(37.5	)		(23.4	)		(14.7	)
Other current assets		(9.0	)		(3.2	)		(4.6	)
Trade payables		(5.1	)		101.5			31.0
Accrued liabilities, including payroll and benefits		12.2			6.0			19.8
Income taxes (refundable) payable		(12.6	)		2.7			11.2

	$	(127.8	)	$	68.5		$	16.8

4.	Inventories


December 31 (dollars in millions)	2017			2016
Finished products	$	134.6		$	114.1
Work in process		18.3			13.0
Raw materials		160.5			142.4

Inventories, at FIFO cost		313.4			269.5
LIFO reserve		(22.2	)		(18.4	)

	$	291.2		$	251.1

The Company recognized after-tax LIFO (income) expense of $(0.3) million, $0.3 million and $1.1 million in 2017, 2016 and 2015, respectively.

5.	Property, Plant and Equipment


December 31 (dollars in millions)	2017		2016
Land	$	11.2	$	11.0
Buildings		329.9		286.4
Equipment		608.4		533.7
Software		110.6		101.4

		1,060.1		932.5
Less accumulated depreciation and amortization		531.2		470.6

	$	528.9	$	461.9

6.	Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill during the years ended December 31, 2017 and 2016 consisted of the following:


(dollars in millions)	North America		Rest of World			Total
Balance at December 31, 2015	$	361.0	$	59.9		$	420.9
Acquisitions		70.0		—			70.0
Currency translation adjustment		1.2		(0.6	)		0.6

Balance at December 31, 2016		432.2		59.3			491.5
Acquisitions		22.2		—			22.2
Currency translation adjustment		2.8		0.2			3.0

Balance at December 31, 2017	$	457.2	$	59.5		$	516.7

The carrying amount of other intangible assets consisted of the following:


	2017							2016
December 31 (dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Amortizable intangible assets:
Patents	$	3.7	$	(2.7	)	$	1.0	$	3.7	$	(2.2	)	$	1.5
Customer lists		235.8		(93.3	)		142.5		224.0		(80.3	)		143.7

Total amortizable intangible assets		239.5		(96.0	)		143.5		227.7		(82.5	)		145.2
Indefinite-lived intangible assets:
Trade names		165.2		—			165.2		163.1		—			163.1

Total intangible assets	$	404.7	$	(96.0	)	$	308.7	$	390.8	$	(82.5	)	$	308.3

6.	Goodwill and Other Intangible Assets (continued)

Amortization expenses of other intangible assets of $13.7 million, $13.4 million, and $14.2 million were recorded in 2017, 2016 and 2015, respectively. In the future, excluding the impact of any future acquisitions, the Company expects amortization expense of approximately $14.5 million annually and the intangible assets will be amortized over a weighted average period of 12 years.

The Company concluded that no goodwill impairment existed at the time of the annual impairment tests which were performed in the fourth quarters of 2017, 2016 and 2015. No impairments of other intangible assets were recorded in 2017, 2016 and 2015.

7.	Debt and Lease Commitments


December 31 (dollars in millions)	2017		2016
Bank credit lines, average year-end interest rates of 2.5% for 2017 and 2.4% for 2016	$	15.9	$	23.6
Revolving credit agreement borrowings, average year-end interest rates of 2.5% for 2017 and 1.7% for 2016		190.0		80.0
Commercial paper, average year-end interest rates of 1.7% for 2017 and 1.1% for 2016		77.0		85.6
Term notes with insurance companies, expiring 2029-2034, average year-end interest rates of 3.4% for 2017 and 3.5% for 2016		122.7		125.5
Canadian term notes with insurance companies, expiring through 2018, average year-end interest rates of 5.3% for 2017 and 2016		4.8		8.9

		410.4		323.6
Less long-term debt due within one year		7.5		7.2

Long-term debt	$	402.9	$	316.4

In December 2016, the Company completed a $500 million multi-year multi-currency revolving credit agreement with a group of nine banks, which expires on December 15, 2021. The facility has an accordion provision which allows it to be increased up to $700 million if certain conditions (including lender approval) are satisfied. Borrowings under the Company’s bank credit lines and commercial paper borrowings are supported by the revolving credit agreement. As a result of the long-term nature of this facility, the commercial paper and credit line borrowings are classified as long-term debt at December 31, 2017 and 2016. At its option, the Company either maintains cash balances or pays fees for bank credit and services.

On November 28, 2016, the Company issued $45 million in term notes in two tranches to two insurance companies. Principal payments commence in 2023 and 2028 and the notes mature in 2029 and 2034. The notes have interest rates of 2.87 percent and 3.10 percent. Proceeds of the notes were used to pay down borrowings under the Company’s revolving credit facility.

On January 15, 2015, the Company issued $75 million in term notes to an insurance company. Principle payments commence in 2020 and the notes mature in 2030. The notes have an interest rate of 3.52 percent. Proceeds of the notes were used to pay down borrowings under the Company’s revolving credit facility.

Scheduled maturities of long-term debt within each of the five years subsequent to December 31, 2017 are as follows:


Years ending December 31 (dollars in millions)	Amount
2018	$	7.5
2019		—
2020		6.8
2021		290.0
2022		6.8

7.	Debt and Lease Commitments (continued)

Future minimum payments under non-cancelable operating leases relating mostly to office, manufacturing and warehouse facilities total $47.5 million and are due as follows:


Years ending December 31 (dollars in millions)	Amount
2018	$	20.2
2019		4.9
2020		3.6
2021		3.1
2022		2.5
Thereafter		13.2

Rent expense, including payments under operating leases, was $29.4 million, $29.8 million and $28.8 million in 2017, 2016 and 2015, respectively.

Interest paid by the Company was $10.0 million, $7.2 million and $6.4 million in 2017, 2016 and 2015, respectively. The Company capitalized interest expense of $0.7 million, $0.2 million and $0.2 million in 2017, 2016 and 2015, respectively.

8. Stockholders’ Equity

The Company’s authorized capital consists of three million shares of Preferred Stock $1 par value, 27 million shares of Class A Common Stock $5 par value, and 240 million shares of Common Stock $1 par value. The Common Stock has equal dividend rights with Class A Common Stock and is entitled, as a class, to elect one-third of the Board of Directors and has 1/10th vote per share on all other matters. Class A Common Stock is convertible to Common Stock on a one for one basis.

There were 73,792 shares during 2017, 60,045 shares during 2016 and 67,544 shares during 2015, of Class A Common Stock converted into Common Stock. Regular dividends paid on the A. O. Smith Corporation Class A Common Stock and Common Stock amounted to $0.56, $0.48 and $0.38 per share in 2017, 2016 and 2015, respectively.

The Company completed a two-for-one stock split on October 5, 2016. Amounts have been adjusted to reflect the stock split.

In 2015, the Company’s Board of Directors authorized the purchase of an additional 4,000,000 shares of the Company’s Common Stock. In 2016, the Company’s Board of Directors authorized the purchase of an additional 3,000,000 shares of the Company’s Common Stock. Under the share repurchase program, the Company’s Common Stock may be purchased through a combination of a Rule 10b5-1 automatic trading plan and discretionary purchases in accordance with applicable securities laws. The number of shares purchased and the timing of the purchase will depend on a number of factors, including share price, trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors, including alternative investment opportunities. The share repurchase authorization remains effective until terminated by the Board of Directors which may occur at any time, subject to the parameters of any Rule 10b5-1 automatic trading plan that the Company may then have in effect. In 2017, the Company purchased 2,533,350 shares at a total cost of $139.1 million. As of December 31, 2017, there were 2,373,053 shares remaining on the existing repurchase authorization. In 2016, the Company purchased 3,273,109 shares at a cost of $135.2 million. In 2015, the Company purchased 3,816,474 shares at a cost of $128.1 million.

At December 31, 2017, a total of 130,380 and 18,914,082 shares of Class A Common Stock and Common Stock, respectively, were held as treasury stock. At December 31, 2016, a total of 130,380 and 17,135,628 shares of Class A Common Stock and Common Stock, respectively, were held as treasury stock.

8.	Stockholders’ Equity (continued)

Accumulated other comprehensive loss is as follows:


December 31 (dollars in millions)	2017			2016
Cumulative foreign currency translation adjustments	$	(26.5	)	$	(79.2	)
Unrealized net (loss) gain on cash flow derivative instruments less related income tax benefit (provision) of $0.6 in 2017 and $(0.1) in 2016		(0.9	)		0.2
Pension liability less related income tax benefit of $175.9 in 2017 and $183.4 in 2016		(272.1	)		(284.2	)

	$	(299.5	)	$	(363.2	)

Changes to accumulated other comprehensive loss by component are as follows:


	Years ended December 31,
	2017			2016
Cumulative foreign currency translation
Balance at beginning of period	$	(79.2	)	$	(39.4	)
Other comprehensive gain (loss) before reclassifications		52.7			(39.8	)

Balance at end of period		(26.5	)		(79.2	)

Unrealized net gain on cash flow derivatives
Balance at beginning of period		0.2			1.2
Other comprehensive losses before reclassifications		(0.5	)		(0.9	)
Realized gains on derivatives reclassified to cost of products sold (net of tax provision of $0.4 and $0.1 in 2017 and 2016, respectively)(1)		(0.6	)		(0.1	)

Balance at end of period		(0.9	)		0.2

Pension liability
Balance at beginning of period		(284.2	)		(275.2	)
Other comprehensive gain (loss) before reclassifications		1.4			(18.8	)
Amounts reclassified from accumulated other comprehensive loss (1)		10.7			9.8

Balance at end of period		(272.1	)		(284.2	)

Total accumulated other comprehensive loss, end of period	$	(299.5	)	$	(363.2	)

(1)Amounts reclassified from accumulated other comprehensive loss:
Realized gains on derivatives reclassified to cost of products sold		(1.0	)		(0.2	)
Tax provision		0.4			0.1

Reclassification net of tax	$	(0.6	)	$	(0.1	)

Amortization of pension items:
Actuarial losses	$	17.9	(2)	$	17.5	(2)
Prior year service cost		(0.4	)(2)		(1.5	)(2)

		17.5			16.0
Tax benefit		(6.8	)		(6.2	)

Reclassification net of tax	$	10.7		$	9.8


(2) These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note 10 - Pensions and Other Post-retirement Benefits for additional details

9.	Stock Based Compensation

The Company adopted the A. O. Smith Combined Incentive Compensation Plan (the “Plan”) effective January 1, 2007. The Plan was reapproved by stockholders on April 16, 2012. The Plan is a continuation of the A. O. Smith Combined Executive Incentive Compensation Plan which was originally approved by shareholders in 2002. The number of shares available for granting of options or share units at December 31, 2017, was 2,885,001. Upon stock option exercise or share unit vesting, shares are issued from treasury stock.

Total stock based compensation expense recognized in 2017, 2016 and 2015 was $9.9 million, $9.4 million and $8.8 million, respectively.

Stock options

The stock options granted in 2017, 2016 and 2015 have three year pro rata vesting from the dates of grant. Stock options are issued at exercise prices equal to the fair value of Common Stock on the date of grant. For active employees, all options granted in 2017, 2016 and 2015 expire ten years after date of grant. Stock option compensation expense recognized in 2017, 2016 and 2015 was $4.7 million, $4.5 million and $4.0 million, respectively. Included in the stock option expense recognized in 2017, 2016 and 2015 is expense associated with the accelerated vesting of stock option awards for certain employees who either are retirement eligible or become retirement eligible during the vesting period.

Changes in option shares, all of which are Common Stock, were as follows:


	Weighted-Avg. Per Share Exercise Price		Years Ended December 31							(dollars in millions) Aggregate Intrinsic Value
		2017		2016		2015
Outstanding at beginning of year	$	21.69		2,664,333		2,653,558		3,154,006
Granted
2017—$50.16 to $50.16 per share				358,150
2016—$31.49 to $46.93 per share						553,370
2015—$23.24 to $25.34 per share								484,990
Exercised
2017—$4.75 to $31.67 per share				(752,603	)					$	12.7
2016—$4.75 to $30.77 per share						(531,933	)				7.5
2015—$4.10 to $17.46 per share								(978,208	)		10.2
Forfeited
2017—$30.77 to $50.16 per share				(6,754	)
2016—$23.24 to $46.93 per share						(10,662	)
2015—$17.46 to $23.24 per share								(7,230	)

Outstanding at end of year
(2017—$4.75 to $50.16 per share)		27.73		2,263,126		2,664,333		2,653,558

Exercisable at end of year		20.48		1,387,259		1,602,651		1,544,186

The aggregate intrinsic value for the outstanding and exercisable options as of December 31, 2017 is $75.9 million and $56.6 million, respectively. The average remaining contractual life for outstanding and exercisable options is seven years and six years, respectively.

9.	Stock Based Compensation (continued)

The following table summarizes weighted-average information by range of exercise prices for stock options outstanding and exercisable at December 31, 2017:


Range of Exercise Prices	Options Outstanding at December 31, 2017		Weighted- Average Exercise Price		Options Exercisable at December 31, 2017		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life
$4.75 to $11.50		414,134	$	9.56		414,134	$	9.56		4 years
$17.46 to $25.34		556,847		20.58		556,847		20.58		7 years
$26.47 to $50.16		1,292,145		36.63		416,278		31.20		8 years

		2,263,126				1,387,259

The weighted-average fair value per option at the date of grant during 2017, 2016 and 2015, using the Black-Scholes option-pricing model, was $13.04, $8.03 and $8.59, respectively. Assumptions were as follows:


	2017			2016			2015
Expected life (years)		5.7			5.8			5.9
Risk-free interest rate		2.4	%		1.7	%		2.0	%
Dividend yield		1.0	%		1.3	%		1.0	%
Expected volatility		26.5	%		27.7	%		29.3	%

The expected life of options for purposes of these models is based on historical exercise behaviors. The risk free interest rates for purposes of these models are based on the U.S. Treasury yield curve in effect on the date of grant for the respective expected lives of the option. The expected dividend yields for purposes of these models are based on the dividends paid in the preceding four quarters divided by the grant date market value of the Common Stock. The expected volatility for purposes of these models is based on the historical volatility of the Common Stock.

Stock Appreciations Rights (SARs)

Certain non-U.S.-based employees were granted SARs. Each SAR award grants the employee the right to receive cash equal to the excess of the share price of the Company’s Common Stock on the date that a participant exercises such right over the grant date value of the SAR. SARs granted have three year pro rata vesting from the date of grant. SARs were issued at exercise prices equal to the fair value of the Company’s Common Stock on the date of grant and expire ten years from the date of grant. The fair value and compensation expense for SARs are remeasured at each reporting period using the Black-Scholes option-pricing model, using assumptions similar to stock option awards. No SARs were granted in 2017 or 2016. As of December 31, 2017, there were 23,660 SARs outstanding and 15,774 were exercisable. In 2016, there were 24,940 SARs outstanding and 8,320 were exercisable. In 2015, the Company granted 26,230 SARs and no SARs were exercisable. Stock based compensation expense attributable to SARS was not material in 2017, 2016 and 2015.

Restricted stock and share units

Participants may also be awarded shares of restricted stock or share units under the Plan. The Company granted 107,853, 160,465 and 152,192 share units under the plan in 2017, 2016 and 2015, respectively.

The share units were valued at $5.4 million, $5.2 million and $4.7 million at the date of issuance in 2017, 2016 and 2015, respectively, and will be recognized as compensation expense ratably over the three-year vesting period; however, included in share based compensation is expense associated with the accelerated vesting of share unit awards for certain employees who either are retirement eligible or become retirement eligible during the vesting period. Compensation expense of $5.2 million, $4.9 million and $4.8 million was recognized in 2017, 2016 and 2015, respectively. Certain non-U.S.-based employees receive the cash value of vested shares at the vesting date in lieu of shares.

9.	Stock Based Compensation (continued)

A summary of share unit activity under the plan is as follows:


	Number of Units			Weighted-Average Grant Date Value
Outstanding at January 1, 2017		544,055		$	27.35
Granted		107,853			50.17
Vested		(213,863	)		23.25
Forfeited/cancelled		(4,755	)		34.25

Outstanding at December 31, 2017		433,290			34.96

Total compensation expense for share units not yet recognized is $2.2 million at December 31, 2017. The weighted average period over which the expense is expected to be recognized is 11 months.

10.	Pension and Other Post-retirement Benefits

The Company provides retirement benefits for all U.S. employees including benefits for employees of previously owned businesses which were earned up to the date of sale. The Company also has two foreign pension plans, neither of which is material to the Company’s financial position.

The Company has a defined contribution plan which matches 100 percent of the first one percent of contributions made by participating employees and matches 50 percent of the next five percent of employee contributions. The Company also has defined contribution plans for certain hourly employees which provide for matching Company contributions.

The Company also has a defined benefit plan for salaried employees and its non-union hourly workforce. In 2009, the Company announced U.S. employees hired after January 1, 2010, would not participate in the defined benefit plan, and benefit accruals for the majority of current salaried and hourly employees sunset on December 31, 2014. Beginning in 2015, an additional Company contribution is being made to the defined contribution plan in lieu of benefits earned in a defined benefit plan. The Company also has defined benefit and contribution plans for certain union hourly employees.

The Company has unfunded defined-benefit post-retirement plans covering certain hourly and salaried employees that provide medical and life insurance benefits from retirement to age 65. Certain hourly employees retiring after January 1, 1996, are subject to a maximum annual benefit and salaried employees hired after December 31, 1993, are not eligible for post-retirement medical benefits.

As of December 31, 2015, the Company changed the method used to estimate the service and interest components of net periodic benefit cost for its pension plan and its post-retirement benefit plan. This change compared to the previous method resulted in a $7.7 million and $7.1 million decrease in the service and interest components for pension cost in 2017 and 2016, respectively compared to 2015. Historically, the Company estimated the service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. The Company has elected to utilize an approach that discounts the individual expected cash flows underlying the service cost and interest cost using the applicable spot rates derived from the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. This change was made to provide a more precise measurement of service and interest costs by improving the correlation between the projected benefit cash flows to the corresponding spot yield curve rates.

This change did not affect the measurement of the total benefit obligations but reduced the service and interest cost for the pension plan. The Company accounted for this change as a change in accounting estimate that is inseparable from a change in accounting principle and accordingly accounted for it prospectively beginning January 1, 2016.

10.	Pension and Other Post-retirement Benefits (continued)

Obligations and Funded Status

Pension and Post-Retirement Disclosure Information under ASC 715, Compensation – Retirement Benefits (ASC 715)

The following tables present the changes in benefit obligations, plan assets and funded status for domestic pension and post-retirement plans and the components of net periodic benefit costs.


	Pension Benefits						Post-retirement Benefits
Years ended December 31 (dollars in millions)	2017			2016			2017			2016
Accumulated benefit obligation (ABO) at December 31	$	921.8		$	894.3			N/A			N/A
Change in projected benefit obligations (PBO)
PBO at beginning of year	$	(895.8	)	$	(892.9	)	$	(6.6	)	$	(6.6	)
Service cost		(1.8	)		(1.8	)		(0.1	)		(0.1	)
Interest cost		(30.0	)		(30.6	)		(0.3	)		(0.2	)
Participant contributions		—			—			(0.1	)		—
Plan amendments		—			(0.7	)		—			—
Actuarial loss including assumption changes		(54.3	)		(31.0	)		(1.1	)		(0.2	)
Benefits paid		59.2			61.2			0.6			0.5

PBO at end of year	$	(922.7	)	$	(895.8	)	$	(7.6	)	$	(6.6	)

Change in fair value of plan assets
Plan assets at beginning of year	$	787.0		$	759.0		$	—		$	—
Actual return on plan assets		116.5			57.0			—			—
Contribution by the company		30.5			32.2			0.4			0.5
Participant contributions		—			—			0.1			—
Benefits paid		(59.2	)		(61.2	)		(0.5	)		(0.5	)

Plan assets at end of year	$	874.8		$	787.0		$	—		$	—

Funded status	$	(47.9	)	$	(108.8	)	$	(7.6	)	$	(6.6	)
Amount recognized in the balance sheet
Current liabilities	$	(0.5	)	$	(0.5	)	$	(0.3	)	$	(0.4	)
Non-current liabilities		(47.4	)		(108.3	)		(7.3	)		(6.2	)

Net pension liability at end of year	$	(47.9	)*	$	(108.8	)*	$	(7.6	)	$	(6.6	)

Amounts recognized in accumulated other comprehensive loss before tax
Net actuarial loss (gain)	$	451.8		$	473.5		$	(0.8	)	$	(2.0	)
Prior service cost		(0.5	)		(0.9	)		(2.6	)		(2.9	)

Total recognized in accumulated other comprehensive loss	$	451.3		$	472.6		$	(3.4	)	$	(4.9	)

*	In addition, the Company has a liability for a foreign pension plan of $0.2 million and $0.2 million at December 31, 2017 and 2016, respectively.

10.	Pension and Other Post-retirement Benefits (continued)


	Pension Benefits									Post-retirement Benefits
Years ended December 31 (dollars in millions)	2017			2016			2015			2017			2016			2015
Net periodic benefit cost
Service cost	$	1.8		$	1.8		$	1.9		$	0.1		$	0.1		$	0.1
Interest cost		30.0			30.6			37.6			0.3			0.2			0.3
Expected return on plan assets		(58.4	)		(55.9	)		(57.5	)		—			—			—
Amortization of unrecognized:
Net actuarial loss (gain)		17.9			17.7			19.1			(0.1	)		(0.2	)		(0.1	)
Prior service cost		(0.4	)		(1.1	)		(1.0	)		(0.4	)		(0.4	)		(0.4	)
Curtailment and other one-time charges		—			—			—			—			—			—

Defined-benefit plan (income) cost		(9.1	)		(6.9	)		0.1		$	(0.1	)	$	(0.3	)	$	(0.1	)

Various U.S. defined contribution plans cost		12.0			11.6			10.8

	$	2.9		$	4.7		$	10.9

Other changes in plan assets and projected benefit obligation recognized in other comprehensive loss
Net actuarial (gain) loss	$	(3.8	)	$	29.9		$	17.2		$	1.1		$	0.2		$	—
Amortization of net actuarial (loss) gain		(17.9	)		(17.7	)		(19.1	)		0.1			0.2			0.1
Prior service cost		—			0.6			2.5			—			—			(3.7	)
Amortization of prior service cost		0.5			1.1			1.0			0.4			0.4			0.4

Total recognized in other comprehensive loss		(21.2	)		13.9			1.6			1.6			0.8			(3.2	)

Total recognized in net periodic (benefit) cost and other comprehensive loss	$	(30.3	)	$	7.0		$	1.7		$	1.5		$	0.5		$	(3.3	)

The estimated net actuarial loss and prior service cost for the pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2018 are $18.7 million and $(0.4) million, respectively. The estimated net actuarial loss and prior year service cost for the post-retirement benefit plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2018 are $(0.1) million and $(0.4) million, respectively. As permitted under ASC 715, the amortization of any prior service cost was previously determined using a straight-line amortization of the cost over the average remaining service period of employees expected to receive benefits under the plan. Beginning in 2015 the amortization occurs over the average remaining life expectancy of participants expected to receive benefits under the plan as permitted under ASC 715.

The 2017 and 2016 after tax adjustments for additional minimum pension liability resulted in other comprehensive gain (loss) of $12.1 million and $(9.0) million, respectively.

Actuarial assumptions used to determine benefit obligations at December 31 are as follows:


	Pension Benefits						Post-retirement Benefits
	2017			2016			2017			2016
Discount rate		3.65	%		4.15	%		3.79	%		4.33	%
Average salary increases		n/a			4.00	%		n/a			n/a

Actuarial assumptions used to determine net periodic benefit cost for the year ended December 31 are as follows:


	Pension Benefits									Post-retirement Benefits
Years ended December 31	2017			2016			2015			2017			2016			2015
Discount rate		4.15	%		4.40	%		4.05	%		4.40	%		4.55	%		4.00	%
Expected long-term return on plan assets		7.50	%		7.50	%		7.75	%		n/a			n/a			n/a
Rate of compensation increase		4.00	%		4.00	%		4.00	%		4.00	%		4.00	%		4.00	%

10.	Pension and Other Post-retirement Benefits (continued)

Assumptions

In developing the expected long-term rate of return on plan assets assumption, the Company evaluated its pension plan’s target and actual asset allocation and expected long-term rates of return of equity and bond indices. The Company also considered its pension plan’s historical ten-year and 25-year compounded annualized returns of 6.3 percent and 9.2 percent, respectively.

Assumed health care cost trend rates

Assumed health care cost trend rates as of December 31 are as follows:


	2017			2016
Health care cost trend rate assumed for next year		6.50	%		6.50	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		5.00	%		5.00	%
Year that the rate reaches the ultimate trend rate		2021			2021

A one-percentage-point change in the assumed health care cost trend rates would not result in a material impact on the Company’s consolidated financial statements.

Plan Assets

The Company’s pension plan weighted asset allocations as of December 31 by asset category are as follows:


Asset Category	2017			2016
Equity securities		45	%		48	%
Debt securities		43			37
Real estate		9			10
Private equity		2			4
Other		1			1

		100	%		100	%

10.	Pension and Other Post-retirement Benefits (continued)

The following tables present the fair value measurement of the Company’s plan assets as of December 31, 2017 and 2016 (dollars in millions):


			December 31, 2017
Asset Category	Total		Quoted Prices in Active Markets for Identical Contracts (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Non- observable Inputs (Level 3)
Short-term investments	$	15.8	$	2.0	$	13.8	$	—
Equity securities
Common stocks		220.3		220.3		—		—
Commingled equity funds		121.5		—		121.5		—
Fixed income securities
U.S. treasury securities		46.0		46.0		—		—
Other fixed income securities		219.9		—		219.9		—
Commingled fixed income funds		99.8		—		99.8		—
Other types of investments
Mutual funds		51.8		—		51.8		—
Real estate funds		77.8		—		—		77.8
Private equity		20.9		—		—		20.9

Total fair value of plan asset investments	$	873.8	$	268.3	$	506.8	$	98.7

Non-investment plan assets		1.0

Total plan assets	$	874.8


			December 31, 2016
Asset Category	Total		Quoted Prices in Active Markets for Identical Contracts (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Non- observable Inputs (Level 3)
Short-term investments	$	28.7	$	1.1	$	7.9	$	19.7
Equity securities
Common stocks		254.0		254.0		—		—
Commingled equity funds		105.6		—		105.6		—
Fixed income securities
U.S. treasury securities		97.6		97.6		—		—
Other fixed income securities		102.6		—		102.6		—
Commingled fixed income funds		90.3		—		90.3		—
Other types of investments
Mutual funds		4.5		—		4.5		—
Real estate funds		74.3		—		—		74.3
Private equity		28.0		—		—		28.0

Total fair value of plan asset investments	$	785.6	$	352.7	$	310.9	$	122.0

Non-investment plan assets		1.4

Total plan assets	$	787.0

10. Pension and Other Post-retirement Benefits (continued)

The short-term investments included in the Company’s plan assets consist of cash and cash equivalents. The fair value of the remaining categories of the Company’s plan assets are valued as follows: equity securities are valued using the closing stock price on a national securities exchange, which reflects the last reported sales price on the last business day of the year; fixed income securities are valued using institutional bond quotes, which are based on various market and industry inputs; mutual funds and real estate funds are valued using the net asset value of the fund, which is based on the fair value of the underlying securities; and private equity investments are valued at the estimated fair value at the previous quarter end, which is based on the proportionate share of the underlying portfolio investments.

The following table presents a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2017 and 2016 (dollars in millions):


	Short term investments			Real estate funds		Private equity			Total
Balance at December 31, 2015	$	12.4		$	70.9	$	34.3		$	117.6
Actual return (loss) on plan assets:
Relating to assets still held at the reporting date		—			3.4		(5.5	)		(2.1	)
Relating to assets sold during the period		—			—		9.3			9.3
Purchases, sales and settlements		7.3			—		(10.1	)		(2.8	)

Balance at December 31, 2016		19.7			74.3		28.0			122.0
Actual return (loss) on plan assets:
Relating to assets still held at the reporting date		—			3.5		(5.6	)		(2.1	)
Relating to assets sold during the period		—			—		7.8			7.8
Purchases, sales and settlements		(19.7	)		—		(9.3	)		(29.0	)

Balance at December 31, 2017	$	—		$	77.8	$	20.9		$	98.7

The Company’s investment policies employ an approach whereby a diversified blend of equity and bond investments is used to maximize the long-term return of plan assets for a prudent level of risk. Equity investments are diversified across domestic and non-domestic stocks, as well as growth, value, and small to large capitalizations. Bond investments include corporate and government issues, with short-, mid- and long-term maturities, with a focus on investment grade when purchased. The Company’s target allocation to equity managers is between 45 to 55 percent with the remainder allocated primarily to bonds, real estate, private equity managers and cash. Investment and market risks are measured and monitored on an ongoing basis through regular investment portfolio reviews, annual liability measurements and periodic asset/liability studies.

The Company’s actual asset allocations are in line with target allocations. The Company regularly reviews its actual asset allocation and periodically rebalances its investments to the targeted allocation when considered appropriate.

There was no Company stock included in plan assets at December 31, 2017.

Cash Flows

The Company was not required to make a contribution in 2017 but elected to make a $30 million voluntary contribution. The Company is not required to make a contribution in 2018.

10.	Pension and Other Post-retirement Benefits (continued)

Estimated Future Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:


Years ending December 31 (dollars in millions)	Pension Benefits		Post-retirement Benefits
2018	$	60.5	$	0.3
2019		66.6		0.4
2020		68.5		0.4
2021		59.3		0.4
2022		58.6		0.4
2023 – 2027		285.6		2.2

11.	Derivative instruments

ASC 815 Derivatives and Hedging, as amended, requires that all derivative instruments be recorded on the balance sheet at fair value and establishes criteria for designation and effectiveness of the hedging relationships. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as a part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based upon the exposure hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.

The Company designates that all of its hedging instruments are cash flow hedges. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), gains or losses on the derivative instrument is reported as a component of other comprehensive loss, net of tax, and is reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings.

The Company utilizes certain derivative instruments to enhance its ability to manage currency exposure as well as raw materials price risk. Derivative instruments are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The Company does not enter into contracts for speculative purposes. The contracts are executed with major financial institutions with no credit loss anticipated for failure of the counterparties to perform.

Foreign Currency Forward Contracts

The Company is exposed to foreign currency exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. The Company utilizes foreign currency forward purchase and sale contracts to manage the volatility associated with foreign currency purchases, sales and certain intercompany transactions in the normal course of business. Principal currencies for which the Company utilizes foreign currency forward contracts include the British pound, Canadian dollar, Euro and Mexican peso.

Gains and losses on these instruments are recorded in accumulated other comprehensive loss, net of tax, until the underlying transaction is recorded in earnings. When the hedged item is realized, gains or losses are reclassified from accumulated other comprehensive loss to the consolidated statement of earnings. The assessment of effectiveness for forward contracts is based on changes in the forward rates. These hedges have been determined to be effective.

The amounts in accumulated other comprehensive loss for cash flow hedges will be reclassified into earnings no later than December 31, 2018.

11.	Derivative instruments (continued)

The following table summarizes, by currency, the contractual amounts of the Company’s foreign currency forward contracts:


December 31 (dollars in millions)	2017				2016
	Buy		Sell		Buy		Sell
British pound	$	—	$	1.2	$	—	$	1.2
Canadian dollar		—		48.1		—		56.9
Euro		29.3		—		25.4		1.8
Mexican peso		16.3		—		16.9		—

Total	$	45.6	$	49.3	$	42.3	$	59.9

Commodity Futures Contracts

In addition to entering into supply arrangements in the normal course of business, the Company also enters into futures contracts to fix the cost of certain raw material purchases, principally steel, with the objective of minimizing changes in cost due to market price fluctuations. The hedging strategy for achieving this objective is to purchase steel futures contracts on the New York Metals Exchange (NYMEX) and copper futures contracts on the open market of the London Metals Exchange (LME) or over the counter contracts based on the LME.

With NYMEX, the Company is required to make cash deposits on unrealized losses on steel derivative contracts.

The after-tax gains and losses of the contracts as of December 31, 2017 were recorded in accumulated other comprehensive loss and will be reclassified into cost of products sold in the periods in which the underlying transactions are recorded in earnings. The after-tax gains and losses of the contracts will be reclassified within one year. Contractual amounts of the Company’s commodities futures contracts were immaterial as of December 31, 2017.

The impact of derivative contracts on the Company’s financial statements is as follows:

Fair value of derivative instruments designated as hedging instruments under ASC 815:


		Fair Value
December 31 (dollars in millions)	Balance Sheet Location	2017			2016
Foreign currency contracts	Other current assets	$	0.2		$	1.9
	Accrued liabilities		(1.8	)		(2.0	)
Commodities contracts	Other current assets		0.2			0.8
	Accrued liabilities		—			(0.3	)

Total derivatives designated as hedging instruments		$	(1.4	)	$	0.4

11.	Derivative instruments (continued)

The effect of derivative instruments on the consolidated statement of earnings is as follows.

Years ended December 31 (dollars in millions)


Derivatives in ASC 815 cash flow hedging relationships	Amount of gain (loss) recognized in other comprehensive loss on derivative						Location of gain (loss) reclassified from accumulated other comprehensive loss into earnings	Amount of gain (loss) reclassified from accumulated other comprehensive loss into earnings
	2017			2016				2017		2016
Foreign currency contracts	$	(1.1	)	$	(3.8	)	Cost of products sold	$	0.4	$	(1.4	)
Commodities contracts		0.5			2.4		Cost of products sold		0.6		1.6

	$	(0.6	)	$	(1.4	)		$	1.0	$	0.2

12.	Income Taxes

The components of the provision (benefit) for income taxes consisted of the following:


Years ended December 31 (dollars in millions)	2017			2016			2015
Current:
Federal	$	148.0		$	71.6		$	82.9
State		9.4			14.5			13.9
International		43.8			34.9			23.6
Deferred:
Federal		23.5			11.0			(4.2	)
State		5.8			5.2			2.2
International		(6.2	)		(1.2	)		1.2

	$	224.3		$	136.0		$	119.6

The provision for income taxes differs from the U.S. federal statutory rate due to the following items:


Years ended December 31	2017			2016			2015
Provision at U.S. federal statutory rate		35.0	%		35.0	%		35.0	%
State taxes, net of federal benefit		1.9			2.8			2.6
International income tax rate differential - China		(6.5	)		(6.2	)		(6.8	)
International income tax rate differential - other		0.1			0.3			0.2
U.S. manufacturing credit		(1.4	)		(1.5	)		(1.3	)
Research tax credits		(0.3	)		(0.3	)		(0.3	)
Excess tax benefit on stock compensation		(2.2	)		(1.1	)		—
Other		0.8			0.4			0.3

		27.4	%		29.4	%		29.7	%
U.S. Tax Cuts & Jobs Act (U.S. Tax Reform)		15.7			—			—

		43.1	%		29.4	%		29.7	%

U.S. Tax Reform was enacted on December 22, 2017 and significantly changed U.S. corporate income tax laws. Among other things, U.S. Tax Reform reduced the U.S. corporate income tax rate to 21 percent commencing on January 1, 2018, implemented a territorial tax system and levied a one-time mandatory tax on undistributed earnings of foreign subsidiaries of U.S. companies.

12.	Income Taxes (continued)

As a result of U.S. Tax Reform, the Company recorded provisional income tax expense of $81.8 million in the fourth quarter of 2017. The provisional income tax expense resulting from U.S. Tax Reform is included in the provision for income taxes on the Company’s consolidated statement of earnings and consisted of two components: $83.5 million of income tax expense related to the one-time mandatory tax on undistributed foreign earnings and a $1.7 million income tax benefit resulting from the remeasurement of the Company’s U.S. deferred tax assets and liabilities based on the new lower U.S. corporate income tax rate. As permitted under the SEC Staff Accounting Bulletin 118, these amounts may be subject to revisions in 2018. Future revisions may include adjustments to the measurement of accumulated foreign earnings included in the one-time mandatory tax calculation. The ultimate impact of U.S. Tax Reform may differ from the provisional amounts recorded due to future changes in interpretation of the guidance issued.

Components of earnings before income taxes were as follows:


Years ended December 31 (dollars in millions)	2017		2016		2015
U.S.	$	329.9	$	300.9	$	255.7
International		190.9		161.6		146.8

	$	520.8	$	462.5	$	402.5

Total income taxes paid by the Company amounted to $131.1 million, $117.4 million, and $97.5 million in 2017, 2016 and 2015, respectively.

As of December 31, 2017, the Company has $38.6 million accrued for its estimate of withholding taxes due upon repatriation of undistributed foreign earnings it considers to be not permanently reinvested. As of December 31, 2017, $815.2 million of cash and cash equivalents and marketable securities were held by its foreign subsidiaries.

The tax effects of temporary differences of assets and liabilities between income tax and financial reporting are as follows:


December 31 (dollars in millions)
	2017					2016
	Assets			Liabilities		Assets			Liabilities
Employee benefits	$	30.4		$	—	$	67.5		$	—
Product liability and warranties		43.4			—		67.1			—
Inventories		—			2.0		—			3.4
Accounts receivable		16.5			—		14.9			—
Property, plant and equipment		—			31.1		—			34.3
Intangibles		—			54.3		—			77.4
Environmental liabilities		2.4			—		2.9			—
Undistributed foreign earnings		—			38.6		—			42.3
Tax loss and credit carryovers		19.8			—		18.2			—
All other		5.5			—		4.3			—
Valuation allowance		(15.0	)		—		(13.1	)		—

	$	103.0		$	126.0	$	161.8		$	157.4

Net asset				$	23.0	$	4.4

12.	Income Taxes (continued)

The Company believes it is more likely than not that it will realize its deferred tax assets through the reduction of future taxable income. The Company considered historical operating results in determining the probability of the realization of the deferred tax assets.

A reconciliation of the beginning and ending amounts of tax loss carryovers, credit carryovers and valuation allowances is as follows:


December 31 (dollars in millions)
	Net Operating Losses and Tax Credits					Valuation Allowances
	2017		2016			2017		2016
Beginning balance	$	18.2	$	14.6		$	13.1	$	11.0
Additions		1.6		3.7			1.9		2.1
Reductions		—		(0.1	)		—		—

Ending balance	$	19.8	$	18.2		$	15.0	$	13.1

The Company has foreign net operating loss carryovers that expire in 2018 through 2025 and state and local net operating loss carryovers that expire between 2018 and 2034.

A reconciliation of the beginning and ending amount of unrecognized benefits is as follows:


(Dollars in millions)	2017		2016
Balance at January 1	$	4.2	$	2.6
Additions for tax positions of prior years		2.0		1.6

Balance at December 31	$	6.2	$	4.2

The amount of unrecognized tax benefits that, if recognized, would affect the effective income tax rate is $0.6 million. The Company recognizes potential interest and penalties related to unrecognized tax benefits as a component of income tax expense. At December 31, 2017, there was an immaterial amount of interest and penalties accrued. The Company anticipates that there will not be a decrease in the total amount of unrecognized tax benefits in 2018. The Company’s U.S. federal income tax returns and its U.S. state and local income tax returns are subject to audit for the years 2015-2017 and 2001-2017, respectively. The Company is subject to non-U.S. income tax audits for the years 2009-2017.

13.	Commitments and Contingencies

The Company is a potentially responsible party in judicial and administrative proceedings seeking to clean up sites which have been environmentally impacted. In each case the Company has established reserves, insurance proceeds and/or a potential recovery from third parties. The Company believes any environmental claims will not have a material effect on its financial position or results of operations.

The Company is subject to various claims and pending lawsuits for product liability and other matters arising out of the conduct of the Company’s business. With respect to product liability claims, the Company has self-insured a portion of its product liability loss exposure for many years. The Company has established reserves and has insurance coverage, which it believes are adequate to cover incurred claims. For the years ended December 31, 2017 and 2016, the Company had $125 million of product liability insurance for individual losses in excess of $7.5 million. The Company periodically reevaluates its exposure on claims and lawsuits and makes adjustments to its reserves as appropriate. The Company believes, based on current knowledge, consultation with counsel, adequate reserves and insurance coverage that the outcome of such claims and lawsuits will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

14.	Operations by Segment

The Company is comprised of two reporting segments: North America and Rest of World. The Rest of World segment is primarily comprised of China, Europe and India. Both segments manufacture and market comprehensive lines of residential and commercial gas and electric water heaters, boilers and water treatment products. Both segments primarily manufacture and market in their respective regions of the world. The North America segment also manufactures and markets water system tanks. Our Rest of World segment also manufactures and markets in-home air purification products in China.

The accounting policies of the reportable segments are the same as those described in the “Summary of Significant Accounting Policies” outlined in Note 1. Segment earnings, defined by the Company as earnings before interest, taxes, general corporate and corporate research and development expenses, were used to measure the performance of the segments.


	Net Sales									Earnings
Years ended December 31 (dollars in millions)	2017			2016			2015			2017			2016			2015
North America	$	1,904.8		$	1,743.2		$	1,703.0		$	428.6		$	385.9		$	339.9
Rest of World		1,116.3			965.6			866.1			149.3			129.1			113.0
Inter-segment		(24.4	)		(22.9	)		(32.6	)		—			—			—

Total segments – sales, segment earnings	$	2,996.7		$	2,685.9		$	2,536.5		$	577.9		$	515.0		$	452.9

Corporate expenses											(47.0	)		(45.2	)		(43.0	)
Interest expense											(10.1	)		(7.3	)		(7.4	)

Earnings before income taxes											520.8			462.5			402.5
Provision for income taxes											(224.3	)		(136.0	)		(119.6	)

Net earnings										$	296.5		$	326.5		$	282.9

In 2017, the Company recorded provisional one-time charges of $81.8 million associated with U.S. Tax Reform, primarily related to the repatriation of undistributed foreign earnings.

In 2017, sales to the North America segment’s two largest customers were $361.4 million and $335.2 million which represented 12 percent and 11 percent of the Company’s net sales, respectively. In 2016, sales to the North America segment’s two largest customers were $311.5 million and $280.8 million which represented 12 percent and 11 percent of the Company’s net sales, respectively. In 2015, sales to the North America segment’s two largest customers were $301.7 million and $287.0 million which represented 12 percent and 11 percent of the Company’s net sales, respectively.

Assets, depreciation and capital expenditures by segment


	Total Assets (December 31)						Depreciation and Amortization (Years Ended December 31)						Capital Expenditures (Years Ended December 31)
(dollars in millions)	2017		2016		2015		2017		2016		2015		2017		2016		2015
North America	$	1,592.5	$	1,515.9	$	1,381.1	$	45.1	$	42.9	$	41.9	$	38.5	$	45.9	$	43.5
Rest of World		741.4		584.3		544.2		23.8		21.0		19.8		55.2		34.3		28.4
Corporate		863.4		790.8		703.9		1.2		1.2		1.3		0.5		0.5		0.8

Total	$	3,197.3	$	2,891.0	$	2,629.2	$	70.1	$	65.1	$	63.0	$	94.2	$	80.7	$	72.7

The majority of corporate assets consist of cash, cash equivalents, marketable securities and deferred income taxes.

14.	Operations by Segment (continued)

Net sales and long-lived assets by geographic location

The following data by geographic area includes net sales based on product shipment destination and long-lived assets based on physical location. Long-lived assets include net property, plant and equipment and other long-term assets.


	Long-lived Assets (December 31)						Net Sales (Years Ended December 31)
(dollars in millions)	2017		2016		2015			2017		2016		2015
United States	$	303.0	$	292.4	$	297.8	United States	$	1,698.1	$	1,570.7	$	1,531.4
China		250.8		184.3		157.3	China		1,034.9		887.1		787.1
Canada		3.2		3.1		2.7	Canada		163.7		138.7		129.9
Other Foreign		47.1		48.4		55.2	Other Foreign		100.0		89.4		88.1

Total	$	604.1	$	528.2	$	513.0	Total	$	2,996.7	$	2,685.9	$	2,536.5

15.	Quarterly Results of Operations (Unaudited)


(dollars in millions, except per share amounts)
	1st Quarter				2nd Quarter				3rd Quarter				4th Quarter
	2017		2016		2017		2016		2017		2016		2017		2016
Net sales	$	740.0	$	636.9	$	738.2	$	667.0	$	749.9	$	683.9	$	768.6	$	698.1
Gross profit		302.3		262.7		305.9		283.7		306.7		283.3		323.8		289.6
Net earnings		87.7		73.5		92.4		87.1		93.7		83.2		22.7		82.7
Basic earnings per share		0.51		0.42		0.53		0.50		0.54		0.48		0.13		0.48
Diluted earnings per share		0.50		0.41		0.53		0.49		0.54		0.47		0.13		0.47
Common dividends declared		0.14		0.12		0.14		0.12		0.14		0.12		0.14		0.12

Net earnings per share are computed separately for each period, and therefore, the sum of such quarterly per share amounts may differ from the total for the year.

In the fourth quarter of 2017, the Company recorded provisional one-time charges of $81.8 million associated with U.S. Tax Reform, primarily related to the repatriation of undistributed foreign earnings. These charges reduced earnings per share by $0.47.

Previous: Item 7A. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK · Next: Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 8. – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 8. – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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