IDEX (IEX) 10-K risk factor changes: FY2017 vs FY2016
The 2017-12-31 10-K against the 2016-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A9 rewritten9 added3 removed93 unchanged
All filing items907 rewritten546 added357 removed1,590 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 546 added, 357 removed, 907 rewritten and 1,590 unchanged across 17 items that differ.
Sentences by item
19 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2017; struck-through words were in FY2016. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
9 rewritten, 9 added, 3 removed, 93 unchanged
In [removed: 2016, 50%] [added: 2017, 51%] of the Company’s sales were derived from domestic operations while [removed: 50%] [added: 49%] were derived from international operations.
In [removed: 2016,] [added: 2017,] approximately [removed: 50%] [added: 49%] of our total sales were to customers outside the U.S. We expect our international operations and export sales to continue to be significant for the foreseeable future.
[added: Our competitors may develop] products that are superior to our products, or may develop methods of more efficiently and effectively providing products and services or may adapt more quickly than us to new technologies or evolving customer requirements.
We may not be able to compete successfully with our existing competitors or with [removed: new competitors.]
These estimates are developed in consultation with outside counsel and are based upon an analysis of potential [removed: results,] [added: results and the availability of insurance coverage,] assuming a combination of litigation and settlement strategies.
It is possible, however, that future operating results for any particular quarter or annual period could be materially affected by changes in our [removed: assumptions] [added: assumptions, the continued availability of insurance coverage] or the effectiveness of our strategies related to these proceedings.
At December 31, [removed: 2016,] [added: 2017,] goodwill and intangible assets totaled [removed: $1,632.6] [added: $1,704.2] million and [removed: $435.5] [added: $414.7] million, respectively.
Volatility in commodity prices, including oil, can negatively affect the level of these activities and can result in postponement of capital [added: spending decisions or the delay or cancellation of existing orders.]
The ability of our customers to finance capital investment and maintenance may also be [removed: affected by the conditions in their industries.]
new competitors.
We are currently involved in pending and threatened legal and regulatory proceedings, including asbestos-related litigation and various legal, regulatory and other proceedings arising in the ordinary course of business.
These proceedings may pertain to matters such as product liability or contract disputes, and may also involve governmental inquiries, inspections, audits or investigations relating to issues such as tax matters, intellectual property, environmental, health and safety issues, governmental regulations, employment and other matters.
affected by the conditions in their industries.
Changes in Applicable Tax Regulations and Resolutions of Tax Disputes Could Negatively Affect Our Financial Results.
The Company is subject to taxation in the U.S. and numerous foreign jurisdictions.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”).
The changes included in the Tax Act are broad and complex.
While the Company is able to make reasonable estimates of the impact of the reduction in the corporate rate and the deemed repatriation transition tax, the final impact of the Tax Act may differ from these estimates, due to, among other things, changes in the Company’s interpretations and assumptions, additional guidance that may be issued by either the Internal Revenue Service or the U.S. Department of Treasury, and actions the Company may take.
Our competitors may develop
We currently are involved in legal and regulatory proceedings.
spending decisions or the delay or cancellation of existing orders.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
70 rewritten, 89 added, 74 removed, 219 unchanged
[removed: 2016] [added: 2017] Overview and Outlook
The Fluid & Metering Technologies segment contains the Energy [added: platform] (comprised of Corken, [removed: Faure Herman,] Liquid Controls, SAMPI, and Toptech), [added: the] Valves [added: platform] (comprised of Alfa Valvole, Richter, and Aegis), [added: the] Water [added: platform] (comprised of Pulsafeeder, [added: OBL,] Knight, ADS, Trebor, and iPEK), [added: the] Pumps [added: platform] (comprised of Viking and Warren Rupp), and [added: the] Agriculture [added: platform] (comprised of [removed: Banjo) platforms.][added: Banjo).]
The Health & Science Technologies segment contains the Scientific Fluidics & Optics [added: platform] (comprised of Eastern Plastics, Rheodyne, Sapphire Engineering, Upchurch Scientific, ERC, CiDRA Precision Services, [added: thinXXS,] CVI Melles Griot, Semrock, and AT Films), [added: the] Sealing Solutions [added: platform] (comprised of Precision Polymer Engineering, FTL Seals Technology, Novotema, and SFC [removed: Koenig), Gast, Micropump,] [added: Koenig) the Gast platform, the Micropump platform,] and [added: the] Material Processing Technologies [added: platform] (comprised of Quadro, Fitzpatrick, Microfluidics, and [removed: Matcon) platforms.][added: Matcon).]
The Fire & Safety/Diversified Products segment is comprised of the Fire & Safety [added: platform] (comprised of Class 1, Hale, Akron Brass, AWG Fittings, Godiva, Dinglee, Hurst Jaws of Life, Lukas, and Vetter), [removed: Band-It,] [added: the Band-It platform,] and [added: the] Dispensing [removed: platforms.][added: platform.]
The Fluid & Metering Technologies segment designs, [removed: produces] [added: produces,] and distributes positive displacement pumps, flow meters, valves, injectors, and other fluid-handling pump modules and systems and provides flow monitoring and other services for the food, chemical, general industrial, water & wastewater, [removed: agriculture] [added: agriculture,] and energy industries.
The Health & Science Technologies segment designs, [removed: produces] [added: produces,] and distributes a wide range of precision fluidics, rotary lobe pumps, centrifugal and positive displacement pumps, roll compaction and drying systems used in beverage, food processing, [removed: pharmaceutical] [added: pharmaceutical,] and cosmetics, pneumatic components and sealing solutions, including very high precision, low-flow rate pumping solutions required in analytical instrumentation, clinical [removed: diagnostics] [added: diagnostics,] and drug discovery, high performance molded and [removed: extruded,] [added: extruded sealing components,] biocompatible medical devices and implantables, air compressors used in medical, [removed: dental] [added: dental,] and industrial applications, optical components and coatings for applications in the fields of scientific research, defense, biotechnology, life sciences, aerospace, [removed: telecommunications] [added: telecommunications,] and electronics manufacturing, laboratory and commercial equipment used in the production of micro and nano scale materials, precision photonic solutions used in life [removed: sciences, research] [added: science, research,] and defense markets, and precision gear and peristaltic pump technologies that meet exacting original equipment manufacturer specifications.
The Fire & Safety/Diversified Products segment produces firefighting pumps and controls, valves, monitors, nozzles, rescue tools, lifting bags and other components and systems for the fire and rescue industry, engineered stainless steel banding and clamping devices used in a variety of industrial and commercial applications, and precision equipment for dispensing, [removed: metering] [added: metering,] and mixing colorants and paints used in a variety of retail and commercial businesses around the world.
Our [removed: 2016] [added: 2017] financial results were as follows:
| • | Sales of [removed: $2.1] [added: $2.3] billion increased [removed: 5%,] [added: 8%,] reflecting a [removed: 1% decrease] [added: 6% increase] in organic sales (excluding [removed: acquisitions, divestitures] [added: acquisitions] and [removed: foreign currency translation), a 1% decrease due to foreign currency translation,] [added: divestitures)] and a [removed: 7%] [added: 2%] increase due to acquisitions/divestitures. |
| • | Operating income of [removed: $405.8] [added: $502.6] million [added: was up 22%] and operating margin of [removed: 19.2% were down 6% and 220] [added: 22.0% was up 250] basis points, respectively, from the prior year. |
Our [removed: 2016] [added: 2017] financial results, adjusted for [removed: $3.7] [added: $8.5] million of restructuring [removed: costs, a $3.6 million pension settlement charge] [added: expense] and a [removed: $22.3] [added: $9.3] million [removed: loss] [added: gain] on sale of [removed: businesses,] [added: a business,] compared to our [removed: 2015] [added: 2016] financial [removed: results] [added: results,] adjusted for [removed: $11.2] [added: $3.7] million of restructuring [removed: costs] [added: expense, a $3.6 million pension settlement charge] and [removed: an $18.1] [added: a $22.3] million [removed: gain] [added: loss] on [added: the] sale of [removed: a business are] [added: businesses - net, were] as follows (these non-GAAP measures have been reconciled to U.S. GAAP measures in Item 6, “Selected Financial Data”):
| • | Adjusted operating income of [removed: $435.3] [added: $501.7] million [added: was up 14%] and adjusted operating margin of [removed: 20.6% were] [added: 21.9% was] up [removed: 2% and down 40] [added: 120] basis points, respectively, from the prior year. |
| • | Adjusted net income increased [removed: 4%] [added: 16%] to [removed: $288.4] [added: $333.7] million. |
| • | Adjusted EPS of [removed: $3.75] [added: $4.31] was [removed: 6%] [added: 15%] higher than prior year adjusted EPS of [removed: $3.55.] [added: $3.75.] |
The following is a discussion and analysis of our results of operations for each of the three years in the period ended December 31, [removed: 2016.][added: 2017.]
Sales in 2016 were $2.1 billion, a 5% increase from [removed: last year.][added: 2015.]
The increase in gross profit is primarily a result of increased sales volume as a result of acquisitions, while the margin decrease is mainly attributable to $14.7 million of fair value inventory [removed: step up] [added: step-up] charges from 2016 acquisitions compared to $3.4 million from 2015 acquisitions.
SG&A expenses increased to [removed: $499.0] [added: $492.4] million in 2016 from [removed: $479.4] [added: $474.2] million in 2015.
The [removed: $19.6] [added: $18.2] million increase is mainly attributable to $41.4 million of incremental costs from new [removed: acquisitions and $3.6 million of pension settlement charges in 2016,] [added: acquisitions,] partially offset by current year divestitures and cost savings from prior year restructuring actions.
As a percentage of sales, SG&A expenses were [removed: 23.6%] [added: 23.3%] for 2016 and [removed: 23.7%] [added: 23.5%] for 2015.
Operating income of [removed: $405.8] [added: $412.4] million in 2016 decreased from [removed: $431.7] [added: $437.0] million in 2015, primarily [removed: resulted from] [added: as a result of] the impact of the four divestitures in 2016 and the associated loss compared to the one divestiture in 2015 and the associated gain as well as the [removed: $3.6 million pension settlement charge in 2016 and the] incremental fair value inventory step-up charges related to the 2016 acquisitions, partially offset by the reversal of $4.7 million of contingent consideration related to a 2015 acquisition and lower restructuring costs recorded in 2016 compared to 2015.
Operating margin of [removed: 19.2%] [added: 19.5%] in 2016 was down [removed: 220] [added: 210] basis points from [removed: 21.4%] [added: 21.6%] in 2015 primarily due to the loss on the sale of businesses in 2016 compared to a gain on the sale of a business in 2015, [removed: and the 2016 pension settlement,] partially offset by productivity improvements and lower restructuring costs year over year.
Other (income) expense [removed: increased $6.1] [added: - net changed by $4.7] million from [removed: income] [added: expense] of [removed: $2.2] [added: $3.0] million in 2015 to income of [removed: $8.3] [added: $1.7] million in 2016 mainly due to $4.7 million of foreign currency transaction gains on intercompany loans that were established in conjunction with the SFC Koenig acquisition.
| Operating margin | [removed: 25.2] [added: 25.0] | | % | | 23.8 | | % | | [removed: 140] [added: 120] | | bps |
Operating income and operating margin of [removed: $214.2] [added: $217.5] million and [removed: 25.2%,] [added: 25.6%,] respectively, were higher than the [removed: $204.5] [added: $206.4] million and [removed: 23.8%,] [added: 24.0%,] respectively, recorded in 2015, primarily due to the full year impact of the Alfa Valvole acquisition as well as productivity initiatives, partially offset by lower volume.
Sales within our Scientific Fluidics & Optics platform were down year over year due to [removed: a] slowed demand in the industrial and laser optics end markets as well as the impact of the CVI Japan and CVI Korea divestitures in 2016 and the Ismatec divestiture in 2015 partially offset by strong demand in the core biotech and in-vitro diagnostic markets coupled with the full year impact of the CiDRA Precision Services acquisition and a strong semiconductor market.
Operating income and operating margin of $153.7 million and 20.6%, respectively, in 2016 were down from [removed: $157.9] [added: $158.4] million and 21.4%, respectively, in 2015, primarily due to the inventory step-up charges related to the SFC Koenig acquisition, the incremental impact of divestitures, partially offset by volume increases.
| Operating margin | [removed: 23.4] [added: 23.8] | | % | | [removed: 27.3] [added: 27.7] | | % | | (390 | ) | bps |
Operating income of [removed: $121.9] [added: $123.6] million was higher than the [removed: $115.7] [added: $117.3] million in 2015, while operating margin of [removed: 23.4%] [added: 23.8%] was lower than the [removed: 27.3%] [added: 27.7%] in 2015, primarily due to the dilutive impact of acquisitions on margins and the inventory step-up charges related to the Akron Brass and AWG Fittings acquisitions.
Performance in [removed: 2015] [added: 2017] Compared with [removed: 2014][added: 2016]
| Operating margin | [removed: 21.4] [added: 21.9] | | % | | [removed: 20.1] [added: 20.6] | | % | | 130 | | bps |
Sales to customers outside the U.S. represented approximately [removed: 50%] [added: 49%] of total sales in [removed: both 2015 and 2014.][added: 2017 compared with 50% in 2016.]
In [removed: 2015,] [added: 2017,] Fluid & Metering Technologies contributed [removed: 43%] [added: 38%] of sales and [removed: 43%] [added: 42%] of operating income; Health & Science Technologies contributed 36% of sales and [removed: 33%] [added: 32%] of operating income; and Fire & Safety/Diversified Products contributed [removed: 21%] [added: 26%] of sales and [removed: 24%] [added: 26%] of operating income.
As a percentage of sales, SG&A expenses were [removed: 23.7%] [added: 23.0%] for [removed: 2015] [added: 2017] and [removed: 23.5%] [added: 23.3%] for [removed: 2014.][added: 2016.]
The provision for income taxes [removed: decreased] [added: increased] to [removed: $109.5] [added: $118.0] million in [removed: 2015] [added: 2017] compared to [removed: $113.1] [added: $97.4] million in [removed: 2014.][added: 2016.]
Net income for the year of [removed: $282.8] [added: $337.3] million increased from [removed: the $279.4] [added: $271.1] million [removed: earned] in [removed: 2014.][added: 2016.]
In [removed: 2015,] [added: 2017,] sales [removed: decreased approximately 3%] [added: were up 7%] domestically and [removed: 5%] [added: down 1%] internationally.
Sales to customers outside the U.S. were approximately [removed: 44%] [added: 42%] of total segment sales in [removed: 2015,] [added: 2017] compared with [removed: 45%] [added: 44%] in [removed: 2014.][added: 2016.]
Operating income and operating margin of [removed: $204.5] [added: $241.0] million and [removed: 23.8%;] [added: 27.4%,] respectively, were [removed: lower] [added: higher] than the [removed: $216.9] [added: $217.5] million and [removed: 24.1%;] [added: 25.6%,] respectively, recorded in [removed: 2014,] [added: 2016,] primarily due to [removed: the lower sales] [added: productivity initiatives and higher] volume.
In [removed: 2015,] [added: 2017,] sales [removed: decreased 3%] [added: increased 9%] domestically and [removed: 1%] [added: 17%] internationally.
| • | Net income increased 24% to $337.3 million. |
| • | Diluted EPS of $4.36 increased $0.83, or 24%, compared to 2016. |
Based on continued order strength in the fourth quarter, as well as benefits from our growth initiatives and segmentation efforts, we project approximately 5% organic revenue growth in 2018.
Full year 2018 EPS is expected to be in the range of $4.90 to $5.10.
| (In thousands) | 2017 | | | | 2016 | | | | Change | | |
| Net sales | $ | 2,287,312 | | | $ | 2,113,043 | | | 8 | % | |
| Operating income | 502,556 | | | | 412,397 | | | | 22 | % | |
| Operating margin | 22.0 | | % | | 19.5 | | % | | 250 | | bps |
Sales in 2017 were $2.3 billion, an 8% increase from last year.
This increase reflects a 6% increase in organic sales and a 2% increase from acquisitions/divestitures (Acquisitions: thinXXS - December 2017; SFC Koenig - September 2016; AWG Fittings - July 2016 and Akron Brass - March 2016 / Divestitures: Faure Herman - October 2017; CVI Korea - December 2016; IETG - October 2016; CVI Japan - September 2016 and Hydra-Stop - July 2016).
Gross profit of $1.0 billion in 2017 increased $95.9 million, or 10%, from 2016, while gross margin increased 90 basis points to 44.9% in 2017 from 44.0% in 2016.
The increase in gross profit and margin is primarily a result of increased sales volume and the dilutive impact in the prior year attributable to $14.7 million of fair value inventory step-up charges from 2016 acquisitions.
SG&A expenses increased to $524.9 million in 2017 from $492.4 million in 2016.
The $32.5 million increase is mainly attributable to $15.2 million of net incremental impact from acquisitions and divestitures as well as higher variable compensation and stock compensation expense.
In 2017, the Company divested its Faure Herman business for a pre-tax gain of $9.3 million.
In 2016, the Company divested four businesses during the year (Hydra-Stop - July 2016; CVI Japan - September 2016; IETG - October 2016; and CVI Korea - December 2016) for a pre-tax loss-net of $22.3 million.
In 2017 and 2016, the Company incurred pre-tax restructuring expenses totaling $8.5 million and $3.7 million, respectively, as part of initiatives that support the implementation of key strategic efforts designed to facilitate long-term, sustainable growth through cost reduction actions primarily consisting of employee reductions and facility rationalization.
Operating income of $502.6 million in 2017 increased from $412.4 million in 2016, primarily due to a gain on a divestiture in 2017 compared to a net loss on four divestitures in 2016, higher sales volume and the $14.7 million of fair value inventory step- up charges from 2016 acquisitions, partially offset by higher restructuring costs in 2017 and overall higher SG&A costs in 2017 due to higher variable and share-based compensation as well as outside consulting costs.
Operating margin of 22.0% in 2017 was up 250 basis points from 19.5% in 2016 primarily due to the gain on the sale of a business in 2017 compared to a net loss on the sale of businesses in 2016, the dilutive impact in the prior year due to $14.7 million of fair value inventory step-up charges from 2016 acquisitions, as well as higher volume and productivity initiatives.
Other (income) expense - net changed by $4.1 million, from income of $1.7 million in 2016 to expense of $2.4 million in 2017 mainly due to a $4.7 million foreign exchange gain on intercompany loans in the prior year that did not repeat in 2017 due to the fact that the Company entered into foreign currency exchange contracts to minimize the earnings impact associated with these intercompany loans.
Interest expense decreased to $44.9 million in 2017 from $45.6 million in 2016.
The decrease was primarily due to slightly lower borrowings in 2017 compared with 2016.
The effective tax rate decreased to 25.9% in 2017 compared to 26.4% in 2016 due to the enactment of the Tax Cuts and Jobs Act (the “Tax Act”), a change in the permanent reinvestment assertion related to certain foreign subsidiaries as well as the incurrence of certain foreign income withholding taxes in the prior year.
These amounts were offset by the prior year tax benefits on the divestitures of CVI Korea and CVI Japan, certain return-to-provision adjustments, a partial change in the assertion of permanent reinvestment of certain foreign earnings, as well as the mix of global pre-tax income among jurisdictions.
On December 22, 2017, the President of the United States signed into law the Tax Act.
The Tax Act included significant changes to the existing tax law, including, but not limited to, a permanent reduction to the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018, and the creation of a territorial tax system with a one-time repatriation tax on deferred foreign income (“Transition Tax”).
We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing and as a result have recorded a net $0.1 million tax benefit in the fourth quarter of 2017, the period in which the legislation was enacted.
Although the net effect from the Tax Act was a $0.1 million tax benefit, there were several offsetting adjustments, including: a $40.6 million provisional tax benefit related to the remeasurement of certain deferred tax assets and liabilities, based on the rates at which they are expected to reverse in the future; $30.3 million of provisional tax expense related to the one-time Transition Tax on the mandatory deemed repatriation of foreign earnings based on cumulative foreign earnings of $779.0 million; and an additional $10.2 million of tax expense primarily related to the removal of the permanent reinvestment representation with respect to certain of its subsidiaries in Canada, Italy, and Germany.
The Tax Act also establishes new provisions that will affect the Company’s 2018 results, including but not limited to, a reduction in the U.S. corporate tax rate on domestic operations from 35 percent to 21 percent; a tax on certain income from foreign operations (Global Intangible Low-Tax Income, or “GILTI”); a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; the repeal of the domestic manufacturing deduction; and limitations on the deductibility of certain employee compensation.
On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act.
SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740.
In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete.
To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements.
If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provision of the tax laws that were in effect immediately before the enactment of the Tax Act.
While the Company is able to make reasonable estimates of the impact of the reduction in corporate rate and the deemed repatriation transition tax, the final impact of the Tax Act may differ from these estimates, due to, among other things, changes in the Company’s interpretations and assumptions, additional guidance that may be issued by either the Internal Revenue Service or the U.S. Department of Treasury, and actions the Company may take.
SAB 118 provides up to a one-year window for companies to finalize the accounting for the impacts of this new legislation and the Company anticipates finalizing its accounting during 2018.
The Company has determined the following items are provisional amounts and reasonable estimates as of December 31, 2017: $40.6 million of deferred tax benefit recorded in connection with the remeasurement of certain deferred
tax assets and liabilities, $30.3 million of current tax expense recorded in connection with the Transition Tax on the mandatory deemed repatriation of foreign earnings and $9.2 million of deferred tax expense recorded in connection with the removal of the permanent reinvestment representation with respect to certain of its subsidiaries in Canada, Italy and Germany.
Diluted earnings per share in 2017 of $4.36 increased $0.83 from $3.53 in 2016.
| (In thousands) | 2017 | | | | 2016 | | | | Change | | |
| • | Net income decreased 4% to $271.1 million. |
| • | Diluted EPS of $3.53 decreased $0.09 or 2% compared to 2015. |
Overall, we remain cautious due to the uncertainty within the global economy and the global political environment and project 1 to 2 percent organic growth in 2017.
We expect to deliver full year 2017 EPS of $3.87 to $3.95.
| Operating income | 405,801 | | | | 431,738 | | | | (6 | )% | |
| Operating margin | 19.2 | | % | | 21.4 | | % | | (220 | ) | bps |
| Operating income | 214,242 | | | | 204,506 | | | | 5 | % | |
| Operating income | 153,722 | | | | 157,948 | | | | (3 | )% | |
| Operating income | 121,888 | | | | 115,745 | | | | 5 | % | |
| (In thousands) | 2015 | | | | 2014 | | | | Change | | |
| Net sales | $ | 2,020,668 | | | $ | 2,147,767 | | | (6 | )% | |
| Operating income | 431,738 | | | | 431,224 | | | | — | % | |
Sales in 2015 were $2.0 billion, a 6% decrease from 2014.
This decrease reflects a 4% decrease in organic sales, a 4% decrease from foreign currency translation and a 2% increase from acquisitions (CiDRA Precision Services — July 2015; Alfa Valvole — June 2015; Novotema — May 2015 and Aegis — April 2014).
Gross profit of $904.3 million in 2015 decreased $45.0 million, or 5%, from 2014, while gross margins increased 60 basis points to 44.8% in 2015 from 44.2% in 2014.
The margin increase is mainly attributable to benefits from productivity initiatives, partially offset by decreased sales volume.
SG&A expenses decreased to $479.4 million in 2015 from $504.4 million in 2014.
The $25.0 million decrease is mainly attributable to a reduction in volume-related expenses of $35.1 million, partially offset by approximately $10.1 million of incremental costs from new acquisitions.
During 2015, the Company recorded pre-tax restructuring expenses totaling $11.2 million compared to $13.7 million recorded in 2014.
The restructuring expenses for both years were mainly attributable to employee severance related to head count reductions across all three segments and corporate.
Operating income of $431.7 million in 2015 increased slightly from the $431.2 million recorded in 2014, primarily reflecting improved productivity offset by decreased volumes.
Operating margin of 21.4% in 2015 was up 130 basis points from 20.1% in 2014 primarily due to the gain on the sale of the Ismatec product line and productivity improvements.
Other (income) expense decreased $0.9 million from other income of $3.1 million in 2014 to $2.2 million of income in 2015 mainly due to mark-to-market gains in available for sale securities in 2014 compared to losses in 2015.
Interest expense decreased slightly to $41.6 million in 2015 from $41.9 million in 2014.
The decrease was primarily due to the maturation of the 2.58% Senior Euro Notes, partially offset by a higher balance on the Revolving Facility.
The effective tax rate decreased to 27.9% in 2015 compared to 28.8% in 2014, due to the revaluation of the Italian deferred tax liability related to the reduction in the Italian statutory tax rate, the disposition of the Ismatec product line and the mix of global pre-tax income among jurisdictions.
Diluted earnings per share in 2015 of $3.62 increased $0.17 from $3.45 in 2014.
| Net sales | $ | 860,792 | | | $ | 899,588 | | | (4 | )% | |
| Operating income | 204,506 | | | | 216,886 | | | | (6 | )% | |
| Operating margin | 23.8 | | % | | 24.1 | | % | | (30 | ) | bps |
Sales of $860.8 million decreased $38.8 million, or 4%, in 2015 compared with 2014.
This decrease reflected a 2% decline in organic sales, a 2% increase from acquisitions (Alfa Valvole — June 2015 and Aegis — April 2014) and 4% of unfavorable foreign currency translation.
Sales within our Energy platform decreased compared to 2014 primarily due to the fall in oil prices and the related delay in large capital projects in Europe and the Middle East.
Sales within our Pumps platform (formerly Industrial) similarly decreased compared to 2014 due to the fall in oil & gas prices, but also due to the weakening of the North American industrial distribution market.
This decrease was partially offset by an increase in European chemical project activity.
Sales within our Agriculture platform decreased as OEM and after-market distribution sales fell significantly due to depressed commodity prices and lower farm incomes.
The slight sales decrease in the Water platform was driven by weakness in North American industrial markets, offset by growth in the global municipal markets and share gains from new products.
Sales in the Valves platform, which was created in the third quarter of 2015, increased as a result of the Alfa acquisition.
| Net sales | $ | 738,996 | | | $ | 752,021 | | | (2 | )% | |
| Operating income (loss) | 157,948 | | | | 152,999 | | | | 3 | % | |
An excerpt. Shown here: 40 of 70 rewritten, 40 of 89 added and 40 of 74 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2017 filing and the FY2016 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
4 rewritten, 7 added, 0 removed, 10 unchanged
The foreign currency transaction (gains) losses for the years ending December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] were [removed: $(6.2)] [added: $20.5] million, [removed: $(0.1)] [added: $(6.2)] million, and [removed: $0.9] [added: $(0.1)] million, respectively, and are reported within Other (income) expense-net on the Consolidated Statements of Operations.
The Company’s interest rate exposure is primarily related to its [removed: $1,020.9] [added: $862.2] million of total debt outstanding at December 31, [removed: 2016.][added: 2017.]
Approximately [removed: 17%] [added: 1%] of the debt is priced at interest rates that float with the market.
A 50 basis point movement in the interest rate on the floating rate debt would result in an approximate [removed: $0.8] [added: $0.1] million annualized increase or decrease in interest expense and cash flows.
At December 31, 2017, the Company had outstanding foreign currency exchange contracts with a combined notional value of €180 million that have not been designated as hedges for accounting purposes.
These contracts are used to minimize the economic impact and reduce the variability on earnings due to foreign currency fluctuations between the Swiss Franc and the Euro associated with certain intercompany loans that were established in conjunction with the SFC Koenig acquisition.
The change in the fair value of the foreign currency exchange contracts and the corresponding foreign currency gain or loss on the revaluation of the intercompany loans are both recorded through earnings each period as incurred within Other (income) expense - net in the Consolidated Statements of Operations.
During the year ended December 31, 2017, the Company recorded a gain of $19.8 million within Other (income) expense - net related to these foreign currency exchange contracts and recorded a foreign currency transaction loss of $20.2 million within Other (income) expense - net related to these intercompany loans.
See Note 6 for further discussion.
Of the $20.5 million reported as foreign currency transaction losses for the period ending December 31, 2017, $20.2 million was due to intercompany loans established in conjunction with the SFC Koenig acquisition.
See Note 6 for further discussion.
Item 3. Legal Proceedings.
7 rewritten, 1 added, 1 removed, 2 unchanged
[removed: The] [added: and Contingencies,” and such disclosure is incorporated by reference into this Item 3, “Legal Proceedings.” In addition, the] Company and six of its subsidiaries are presently named as defendants in a number of lawsuits claiming various asbestos-related personal [removed: injuries and seeking money damages,] [added: injuries,] allegedly as a result of exposure to products manufactured with components that contained asbestos.
To date, the majority of the Company’s settlements and legal costs, except for costs of coordination, administration, insurance investigation and a portion of defense costs, have been covered in full by [removed: insurance] [added: insurance,] subject to applicable deductibles.
However, the Company cannot predict whether and to what extent insurance will be available to continue to cover [removed: its] [added: these] settlements and legal costs, or how insurers may respond to claims that are tendered to them.
Claims have been filed in jurisdictions throughout the United [removed: States.][added: States and the United Kingdom.]
The balance [added: of the claims] have been settled for various insignificant amounts.
Only one case has been tried, resulting in a verdict for the [removed: affected] [added: Company’s] business unit.
No provision has been made in the financial statements of the [removed: Company for these asbestos-related claims,] [added: Company,] other than for insurance deductibles in the ordinary course, and the Company does not currently believe [removed: these] [added: the asbestos-related] claims will have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.
The Company and its subsidiaries are party to legal proceedings as described in Note 8 in Part II, Item 8, “Commitments
The Company is also party to various other legal proceedings arising in the ordinary course of business, none of which is expected to have a material adverse effect on its financial condition, results of operations or cash flows.
Cover and table of contents
118 rewritten, 7 added, 15 removed, 193 unchanged
| | For the Fiscal Year Ended December 31, [removed: 2016] [added: 2017] |
| Common Stock, par value $.01 per share | | New York Stock Exchange [removed: and Chicago Stock Exchange] |
| [added: Emerging growth company ¨] | | (Do not check if a smaller reporting company) | | | | |
The aggregate market value, as of the last business day of the registrant’s most recently completed second fiscal quarter, of the common stock (based on the June 30, [removed: 2016] [added: 2017] closing price of [removed: $82.10)] [added: $113.01)] held by non-affiliates of IDEX Corporation was [removed: $6,235,379,567.][added: $8,634,426,211.]
The number of shares outstanding of IDEX Corporation’s common stock, par value $.01 per share, as of February 14, [removed: 2017] [added: 2018] was [removed: 76,248,604.][added: 76,535,263.]
Portions of the proxy statement with respect to the IDEX Corporation [removed: 2017] [added: 2018] annual meeting of stockholders (the [removed: “2017] [added: “2018] Proxy Statement”) are incorporated by reference into Part III of this Form 10-K.
| Item 1. | [removed: [Business](#s04698D6B580D502883FDAD63BC2B378D)] [added: [Business](#s6EBC30E6ED535FEAABA4947DF0940E3A)] | [removed: [1](#s04698D6B580D502883FDAD63BC2B378D)] [added: [1](#s6EBC30E6ED535FEAABA4947DF0940E3A)] |
| Item 1A. | [Risk [removed: Factors](#s6E1D69ED6F0A5E0E95E02DC49B2F87A6)] [added: Factors](#s345BD061B37E562E8D3875525F2C0F02)] | [removed: [10](#s6E1D69ED6F0A5E0E95E02DC49B2F87A6)] [added: [10](#s345BD061B37E562E8D3875525F2C0F02)] |
| Item 1B. | [Unresolved Staff [removed: Comments](#sC6DE22E379C95B02BD6862ADCB4771D5)] [added: Comments](#sED23E8BE6DBD5D918BA83882490679A9)] | [removed: [12](#sC6DE22E379C95B02BD6862ADCB4771D5)] [added: [12](#sED23E8BE6DBD5D918BA83882490679A9)] |
| Item 2. | [removed: [Properties](#s619A342A7F2E590D9CCF6315A7CAA048)] [added: [Properties](#s1A018A0D9AF8535CBF253281CA03D2F0)] | [removed: [12](#s619A342A7F2E590D9CCF6315A7CAA048)] [added: [12](#s1A018A0D9AF8535CBF253281CA03D2F0)] |
| Item 3. | [Legal [removed: Proceedings](#sD27775A521725F11BBFB80FCD9F5B0A7)] [added: Proceedings](#s524977D4BDFC5E338E030948A2BF1C1E)] | [removed: [13](#sF8B71B864600550A869CD8000172AEC5)] [added: [13](#s758233D234D7502C9C71C9D921D781B9)] |
| Item 4. | [Mine Safety [removed: Disclosures](#sF8B71B864600550A869CD8000172AEC5)] [added: Disclosures](#s758233D234D7502C9C71C9D921D781B9)] | [removed: [13](#sF8B71B864600550A869CD8000172AEC5)] [added: [13](#s758233D234D7502C9C71C9D921D781B9)] |
| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s76292DE9E560529893662A4742E355CE)] [added: Securities](#sBF430FE6B9B35D289902ED4982921047)] | [removed: [14](#s76292DE9E560529893662A4742E355CE)] [added: [14](#sBF430FE6B9B35D289902ED4982921047)] |
| Item 6. | [Selected Financial [removed: Data](#sA7BA7C22325A59558DB4A3EAC91D9097)] [added: Data](#sE91E6AFDD76B58AFB60DCBA70D65077C)] | [removed: [16](#sA7BA7C22325A59558DB4A3EAC91D9097)] [added: [16](#sE91E6AFDD76B58AFB60DCBA70D65077C)] |
| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sB8DB8324C99952489B4570E1EE74C4E7)] [added: Operations](#sB63581622546575B85D89730AAFCFF3B)] | [removed: [17](#sB8DB8324C99952489B4570E1EE74C4E7)] [added: [17](#sB63581622546575B85D89730AAFCFF3B)] |
| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sF7ED784966765131BE4202FF7736E15C)] [added: Risk](#sAE00A32E0BAF53E6B51C8F6AE3FBDE81)] | [removed: [27](#sF7ED784966765131BE4202FF7736E15C)] [added: [28](#sAE00A32E0BAF53E6B51C8F6AE3FBDE81)] |
| Item 8. | [Financial Statements and Supplementary [removed: Data](#s90BF906358A6575FB8B4E9EB2B2B5D14)] [added: Data](#s1932F5DCD9FE52FE94AE2B57C624900A)] | [removed: [28](#s90BF906358A6575FB8B4E9EB2B2B5D14)] [added: [29](#s1932F5DCD9FE52FE94AE2B57C624900A)] |
| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sB6F8C57F770656EC8F6BF09D19CD461B)] [added: Disclosure](#s227BB0F2B97E537A82DCB37F0AF43570)] | [removed: [72](#sB6F8C57F770656EC8F6BF09D19CD461B)] [added: [73](#s227BB0F2B97E537A82DCB37F0AF43570)] |
| Item 9A. | [Controls and [removed: Procedures](#sEDAB7482220C5A4CA93F99995B600A88)] [added: Procedures](#sD49FA9D4898D5F6CBAD307766627AFA7)] | [removed: [72](#sEDAB7482220C5A4CA93F99995B600A88)] [added: [73](#sD49FA9D4898D5F6CBAD307766627AFA7)] |
| Item 9B. | [Other [removed: Information](#s54B2FD988CD85BC7AE85756EB2955FDA)] [added: Information](#sF6242BD2A6FC5A909606DAA40F07CE3F)] | [removed: [72](#s54B2FD988CD85BC7AE85756EB2955FDA)] [added: [73](#sF6242BD2A6FC5A909606DAA40F07CE3F)] |
| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#sCC3AC4CF645F5F62AAB49674DFC87D94)] [added: Governance](#sB67C17855D305166A4A1840D88A1FAB4)] | [removed: [73](#sCC3AC4CF645F5F62AAB49674DFC87D94)] [added: [75](#sB67C17855D305166A4A1840D88A1FAB4)] |
| Item 11. | [Executive [removed: Compensation](#s33D7538270CC518B8624AD4E172800F5)] [added: Compensation](#s27D76120E28C5C1CBBCDF3BCA5B6C15E)] | [removed: [73](#s33D7538270CC518B8624AD4E172800F5)] [added: [75](#s27D76120E28C5C1CBBCDF3BCA5B6C15E)] |
| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sB0E2A3A85EF35862A6EDE1A4A02FAFDF)] [added: Matters](#sD4197380E2C3590E9A18B4AD95B53EE5)] | [removed: [73](#sB0E2A3A85EF35862A6EDE1A4A02FAFDF)] [added: [75](#sD4197380E2C3590E9A18B4AD95B53EE5)] |
| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s71B34F1F5CBD551BB6E5C7FCBDF5CAE3)] [added: Independence](#s5D7DFB555BFF5FFFA0B2DD8299116ECA)] | [removed: [73](#s71B34F1F5CBD551BB6E5C7FCBDF5CAE3)] [added: [75](#s5D7DFB555BFF5FFFA0B2DD8299116ECA)] |
| Item 14. | [Principal Accountant Fees and [removed: Services](#sB639D78C96145B7B989510DB14FF1D21)] [added: Services](#s8EFE4B479F5556DE82CD53C66ACD304F)] | [removed: [73](#sB639D78C96145B7B989510DB14FF1D21)] [added: [75](#s8EFE4B479F5556DE82CD53C66ACD304F)] |
| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#s6FB22A187DAC538BA37D3A76DEF5E0B3)] [added: Schedules](#s738BEB1AB43854B0867CD6AB936B417D)] | [removed: [74](#s6FB22A187DAC538BA37D3A76DEF5E0B3)] [added: [76](#s738BEB1AB43854B0867CD6AB936B417D)] |
| Item 16. | Form 10-K Summary | [removed: [75](#s5b755383f47f423580ba7a61f7f6170e)] [added: [80](#sADE65413352F52858339E422B6F39151)] |
These statements may relate to, among other things, capital expenditures, acquisitions, cost reductions, cash flow, revenues, earnings, market conditions, global economies and operating improvements, and are indicated by words or phrases such as [removed: “anticipate,” “estimate,”] [added: “anticipates,” “estimates,”] “plans,” “expects,” “projects,” “forecasts,” “should,” “could,” “will,” “management believes,” “the company believes,” “the company intends,” and similar words or phrases.
The Fluid & Metering Technologies segment contains the Energy [added: platform] (comprised of Corken, [removed: Faure Herman,] Liquid Controls, SAMPI, and Toptech), [added: the] Valves [added: platform] (comprised of Alfa Valvole, Richter, and Aegis), [added: the] Water [added: platform] (comprised of Pulsafeeder, [added: OBL,] Knight, ADS, Trebor, and iPEK), [added: the] Pumps [added: platform] (comprised of Viking and Warren Rupp), and [added: the] Agriculture [added: platform] (comprised of [removed: Banjo) platforms.][added: Banjo).]
The Health & Science Technologies segment contains the Scientific Fluidics & Optics [added: platform] (comprised of Eastern Plastics, Rheodyne, Sapphire Engineering, Upchurch Scientific, ERC, CiDRA Precision Services, [added: thinXXS Microtechnology,] CVI Melles Griot, Semrock, and AT Films), [added: the] Sealing Solutions [added: platform] (comprised of Precision Polymer Engineering, FTL Seals Technology, Novotema, and SFC Koenig), [removed: Gast, Micropump,] [added: the Gast platform, the Micropump platform,] and [added: the] Material Processing Technologies [added: platform] (comprised of Quadro, Fitzpatrick, Microfluidics, and [removed: Matcon) platforms.][added: Matcon).]
The Fire & Safety/Diversified Products segment is comprised of the Fire & Safety [added: platform] (comprised of Class 1, Hale, Godiva, Akron Brass, AWG Fittings, Dinglee, Hurst Jaws of Life, Lukas, and Vetter), [removed: Band-It,] [added: the Band-It platform,] and [added: the] Dispensing [removed: platforms.][added: platform.]
The Fluid & Metering Technologies segment designs, produces and distributes positive displacement pumps, valves, flow meters, injectors, and other fluid-handling pump modules and systems and provides flow monitoring and other services for the food, chemical, general industrial, water & wastewater, [removed: agriculture] [added: agriculture,] and energy industries.
Fluid & Metering Technologies application-specific pump and metering solutions serve a diverse range of end markets, including industrial infrastructure (fossil fuels, refined & alternative fuels, and water & wastewater), chemical processing, agriculture, food & beverage, pulp and paper, transportation, plastics and resins, electronics and electrical, construction & mining, pharmaceutical and bio-pharmaceutical, [removed: machinery] [added: machinery,] and numerous other specialty niche markets.
[removed: ][added: ]
Fluid & Metering Technologies accounted for [removed: 40%, 43%] [added: 38%, 40%] and [removed: 42%] [added: 43%] of IDEX’s sales in [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively, with approximately [removed: 44%] [added: 42%] of its [removed: 2016] [added: 2017] sales to customers outside the U.S. The segment accounted for [removed: 44%, 43%] [added: 42%, 44%] and 43% of IDEX’s operating income in [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively.
Energy consists of the Company’s Corken, [removed: Faure Herman,] Liquid Controls, SAMPI, and Toptech businesses.
Applications for Liquid Controls and SAMPI consist of positive displacement flow [removed: meters, electronic,] [added: meters and electronic] registration and control products, including mobile and stationary metering installations for wholesale and retail distribution of petroleum and liquefied petroleum gas, aviation refueling, and industrial metering and dispensing of liquids and gases.
Toptech supplies terminal automation hardware and software to control and manage [removed: inventories,] [added: inventories] as well as transactional data and [removed: invoicing,] [added: invoicing] to customers in the oil, [removed: gas] [added: gas,] and refined-fuels markets.
Energy maintains facilities in Lake Bluff, Illinois (Liquid Controls products); Longwood, Florida and Zwijndrecht, Belgium (Toptech products); Oklahoma City, Oklahoma (Corken products); [removed: La Ferté Bernard, France (Faure Herman products);] and Altopascio, Italy (SAMPI products).
Approximately [removed: 50%] [added: 45%] of Energy’s [removed: 2016] [added: 2017] sales were to customers outside the U.S.
10-K 1 iex-20171231x10k.htm 10-K
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | | | | | | |
| [Signatures](#sC045130AC30C589BB48BF5100F396881) | | [81](#sC045130AC30C589BB48BF5100F396881) |
infrastructure inspection.
Its products are used in agriculture (approximately 70% of revenue) and industrial (approximately 30% of revenue) applications.
manufacturing.
Fitzpatrick is headquartered in Waterloo, Canada.
10-K 1 iex-20161231x10k.htm 10-K
| | |
| --- | --- |
| [Signatures](#sAA0D6817F6B5582886AF3ECED58ADA03) | | [76](#sAA0D6817F6B5582886AF3ECED58ADA03) |
| [Exhibit Index](#sE99F3D655EB05A7BBCCD4DA5FEE35361) | | [77](#sE99F3D655EB05A7BBCCD4DA5FEE35361) |
During the fourth quarter of 2016, the Company reorganized certain of its reporting units to align with changes in management and as a result of certain divestitures as well as to align with how management will run the business going forward as follows:
- Moved the Richter and Aegis businesses from the previous Industrial reporting unit to the Valves reporting unit;
- Moved the Trebor business from the previous Industrial reporting unit to the Water reporting unit;
| • | Replaced the previous Industrial reporting unit with the Pumps reporting unit, which now includes Viking and Warren Rupp; |
| • | Combined the Scientific Fluidics and IDEX Optics & Photonics reporting units into the Scientific Fluidics & Optics reporting unit; and |
| • | Combined the Fire Suppression and Rescue reporting units into the Fire & Safety reporting unit. |
Faure Herman is a leading supplier of ultrasonic and helical turbine flow meters used in the custody transfer and control of high value fluids and gases.
industry, electric energy, pharmaceutical, chemical plants, petrochemical plants, oil, heating/air conditioning and also on ships, ferries and marine oil platforms.
AT Films’ core competence is the design and manufacture of filters,
Fitzpatrick is headquartered in Elmhurst, Illinois.
An excerpt. Shown here: 40 of 118 rewritten, all 7 added and all 15 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2017 filing and the FY2016 filing.
Item 2. Properties.
5 rewritten, 1 added, 0 removed, 2 unchanged
The Company’s principal plants and offices have an aggregate floor space area of approximately [removed: 4.7] [added: 4.4] million square feet, of which [removed: 2.9] [added: 2.8] million square feet [removed: (62%)] [added: (63%)] is located in the U.S. and approximately [removed: 1.8] [added: 1.6] million square feet [removed: (38%)] [added: (37%)] is located outside the U.S., primarily in Germany (9%), U.K. [removed: (8%),] [added: (7%),] Italy [removed: (6%), China (4%),] [added: (7%),] India (3%), [added: China (2%),] Canada [added: (2%), Switzerland] (2%) and The [removed: Netherlands (2%).]
The Company’s executive office occupies 36,588 square feet of leased space in Lake Forest, Illinois and [removed: 4,420] [added: 16,268] square feet of leased space in Chicago, Illinois.
Approximately [removed: 3.3] [added: 3.0] million square feet [removed: (70%)] [added: (68%)] of the principal plant and office floor area is owned by the [removed: Company,] [added: Company] and the balance is held under lease.
Approximately 1.7 million square feet [removed: (36%)] [added: (39%)] of the principal plant and office floor area is held by business units in the Fluid & Metering Technologies segment; [removed: 1.4] [added: 1.3] million square feet (30%) is held by business units in the Health & Science Technologies segment; and [removed: 1.3] [added: 1.2] million square feet [removed: (28%)] [added: (26%)] is held by business units in the Fire & Safety/Diversified Products segment.
The remaining [removed: 0.3] [added: 0.2] million square feet [added: (5%)] include the executive office as well as shared services locations.
Netherlands (2%).
Item 4. Mine Safety Disclosures.
9 rewritten, 10 added, 10 removed, 25 unchanged
The [removed: principal market for the] Company’s common stock [removed: is] [added: trades on] the New York Stock [removed: Exchange, but the common stock is also listed on the Chicago Stock] Exchange.
As of February 14, [removed: 2017,] [added: 2018,] there were approximately [removed: 7,030] [added: 4,715] stockholders of record of our common stock and there were [removed: 76,248,604] [added: 76,535,263] shares outstanding.
| First Quarter | $ | [removed: 84.05] [added: 96.24] | | | $ | [removed: 67.20] [added: 88.29] | | | $ | [removed: 0.32] [added: 0.34] | | | $ | [removed: 78.85] [added: 84.05] | | | $ | [removed: 69.44] [added: 67.20] | | | $ | [removed: 0.28] [added: 0.32] | |
| Second Quarter | [removed: 87.18] [added: 114.94] | | | | [removed: 77.93] [added: 91.60] | | | | [removed: 0.34] [added: 0.37] | | | | [removed: 80.31] [added: 87.18] | | | | [removed: 73.80] [added: 77.93] | | | | [removed: 0.32] [added: 0.34] | | |
| Third Quarter | [removed: 95.33] [added: 124.54] | | | | [removed: 79.91] [added: 110.25] | | | | [removed: 0.34] [added: 0.37] | | | | [removed: 79.61] [added: 95.33] | | | | [removed: 66.88] [added: 79.91] | | | | [removed: 0.32] [added: 0.34] | | |
| Fourth Quarter | [removed: 95.76] [added: 135.70] | | | | [removed: 82.05] [added: 120.93] | | | | [removed: 0.34] [added: 0.37] | | | | [removed: 79.59] [added: 95.76] | | | | [removed: 69.40] [added: 82.05] | | | | [removed: 0.32] [added: 0.34] | | |
The Company’s purchases of common stock during the quarter ended December 31, [removed: 2016] [added: 2017] are as follows:
The following table compares total stockholder returns over the last five years to the Standard & Poor’s (the “S&P”) 500 Index, the S&P Midcap Industrials Sector Index and the Russell 2000 Index assuming the value of the investment in our common stock and each index was $100 on December 31, [removed: 2011.][added: 2012.]
[removed: ][added: ]
| | 2017 | | | | | | | | | | | | 2016 | | | | | | | | | | |
| October 1, 2017 to October 31, 2017 | 44,000 | | | $ | 123.79 | | | 44,000 | | | $ | 550,936,062 | |
| November 1, 2017 to November 30, 2017 | — | | | — | | | | — | | | 550,936,062 | | |
| December 1, 2017 to December 31, 2017 | — | | | — | | | | — | | | 550,936,062 | | |
| Total | 44,000 | | | $ | — | | | 44,000 | | | $ | 550,936,062 | |
| | 12/12 | | | 12/13 | | | 12/14 | | | 12/15 | | | 12/16 | | | 12/17 | | |
| IDEX Corporation | $ | 100.00 | | $ | 158.71 | | $ | 167.29 | | $ | 164.65 | | $ | 193.55 | | $ | 283.62 | |
| S&P 500 Index | $ | 100.00 | | $ | 129.60 | | $ | 144.36 | | $ | 143.31 | | $ | 156.98 | | $ | 187.47 | |
| S&P Midcap 400 Industrials Sector Index | $ | 100.00 | | $ | 142.45 | | $ | 142.88 | | $ | 136.77 | | $ | 173.79 | | $ | 212.37 | |
| Russell 2000 Index | $ | 100.00 | | $ | 137.00 | | $ | 141.84 | | $ | 133.74 | | $ | 159.78 | | $ | 180.79 | |
| | 2016 | | | | | | | | | | | | 2015 | | | | | | | | | | |
| October 1, 2016 to October 31, 2016 | — | | | $ | — | | | — | | | $ | 580,010,084 | |
| November 1, 2016 to November 30, 2016 | — | | | — | | | | — | | | 580,010,084 | | |
| December 1, 2016 to December 31, 2016 | — | | | — | | | | — | | | 580,010,084 | | |
| Total | — | | | $ | — | | | — | | | $ | 580,010,084 | |
| | 12/11 | | | 12/12 | | | 12/13 | | | 12/14 | | | 12/15 | | | 12/16 | | |
| IDEX Corporation | $ | 100.00 | | $ | 125.38 | | $ | 199.00 | | $ | 209.75 | | $ | 206.44 | | $ | 242.68 | |
| S&P 500 Index | $ | 100.00 | | $ | 113.41 | | $ | 146.98 | | $ | 163.72 | | $ | 162.53 | | $ | 178.02 | |
| S&P Midcap 400 Industrials Sector Index | $ | 100.00 | | $ | 120.51 | | $ | 171.67 | | $ | 172.18 | | $ | 164.81 | | $ | 209.44 | |
| Russell 2000 Index | $ | 100.00 | | $ | 114.63 | | $ | 157.05 | | $ | 162.60 | | $ | 153.31 | | $ | 183.17 | |
Item 6. Selected Financial Data.(1)
85 rewritten, 40 added, 35 removed, 126 unchanged
| (Dollars in thousands, except per share data) | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |
| Net sales | $ | [removed: 2,113,043] [added: 2,287,312] | | | $ | [removed: 2,020,668] [added: 2,113,043] | | | $ | [removed: 2,147,767] [added: 2,020,668] | | | $ | [removed: 2,024,130] [added: 2,147,767] | | | $ | [removed: 1,954,258] [added: 2,024,130] | |
| Gross profit | [removed: 930,767] [added: 1,026,678] | | | | [removed: 904,315] [added: 930,767] | | | | [removed: 949,315] [added: 904,315] | | | | [removed: 873,364] [added: 949,315] | | | | [removed: 803,700] [added: 873,364] | | |
| Loss (gain) on sale of businesses - net | [removed: 22,298] [added: (9,273] | | [added: )] | | [removed: (18,070] [added: 22,298] | | [removed: )] | | [removed: —] [added: (18,070] | | [added: )] | | — | | | | — | | |
| Restructuring expenses | [removed: 3,674] [added: 8,455] | | | | [removed: 11,239] [added: 3,674] | | | | [removed: 13,672] [added: 11,239] | | | | [removed: —] [added: 13,672] | | | | [removed: 32,473] [added: —] | | |
| Interest expense | [removed: 45,616] [added: 44,889] | | | | [removed: 41,636] [added: 45,616] | | | | [removed: 41,895] [added: 41,636] | | | | [removed: 42,206] [added: 41,895] | | | | [removed: 42,250] [added: 42,206] | | |
| Provision for income taxes | [removed: 97,403] [added: 118,016] | | | | [removed: 109,538] [added: 97,403] | | | | [removed: 113,054] [added: 109,538] | | | | [removed: 97,914] [added: 113,054] | | | | [removed: 48,574] [added: 97,914] | | |
| Net income | [removed: 271,109] [added: 337,257] | | | | [removed: 282,807] [added: 271,109] | | | | [removed: 279,386] [added: 282,807] | | | | [removed: 255,215] [added: 279,386] | | | | [removed: 37,630] [added: 255,215] | | |
| Earnings per [removed: share] [added: share:] (2) | | | | | | | | | | | | | | | | | | | |
| — basic | $ | [removed: 3.57] [added: 4.41] | | | $ | [removed: 3.65] [added: 3.57] | | | $ | [removed: 3.48] [added: 3.65] | | | $ | [removed: 3.11] [added: 3.48] | | | $ | [removed: 0.45] [added: 3.11] | |
| — diluted | $ | [removed: 3.53] [added: 4.36] | | | $ | [removed: 3.62] [added: 3.53] | | | $ | [removed: 3.45] [added: 3.62] | | | $ | [removed: 3.09] [added: 3.45] | | | $ | [removed: 0.45] [added: 3.09] | |
| Weighted average shares [removed: outstanding] [added: outstanding:] | | | | | | | | | | | | | | | | | | | |
| — basic | [removed: 75,803] [added: 76,232] | | | | [removed: 77,126] [added: 75,803] | | | | [removed: 79,715] [added: 77,126] | | | | [removed: 81,517] [added: 79,715] | | | | [removed: 82,689] [added: 81,517] | | |
| — diluted | [removed: 76,758] [added: 77,333] | | | | [removed: 77,972] [added: 76,758] | | | | [removed: 80,728] [added: 77,972] | | | | [removed: 82,489] [added: 80,728] | | | | [removed: 83,641] [added: 82,489] | | |
| Year-end shares outstanding | [removed: 76,441] [added: 76,694] | | | | [removed: 76,535] [added: 76,441] | | | | [removed: 78,766] [added: 76,535] | | | | [removed: 81,196] [added: 78,766] | | | | [removed: 82,727] [added: 81,196] | | |
| Cash dividends per share | $ | [removed: 1.36] [added: 1.48] | | | $ | [removed: 1.28] [added: 1.36] | | | $ | [removed: 1.12] [added: 1.28] | | | $ | [removed: 0.89] [added: 1.12] | | | $ | [removed: 0.80] [added: 0.89] | |
| Current assets | $ | [removed: 822,721] [added: 1,004,043] | | | $ | [removed: 862,684] [added: 822,721] | | | $ | [removed: 1,075,791] [added: 862,684] | | | $ | [removed: 990,953] [added: 1,075,791] | | | $ | [removed: 881,865] [added: 990,953] | |
| Current liabilities | [removed: 309,158] [added: 360,975] | | | | [removed: 309,597] [added: 309,158] | | | | [removed: 411,968] [added: 309,597] | | | | [removed: 304,609] [added: 411,968] | | | | [removed: 291,427] [added: 304,609] | | |
| Current ratio | [removed: 2.7] [added: 2.8] | | | | [removed: 2.8] [added: 2.7] | | | | [removed: 2.6] [added: 2.8] | | | | [removed: 3.3] [added: 2.6] | | | | [removed: 3.0] [added: 3.3] | | |
| Operating working capital (3) | [removed: 396,739] [added: 406,823] | | | | [removed: 370,213] [added: 396,739] | | | | [removed: 366,209] [added: 370,213] | | | | [removed: 350,881] [added: 366,209] | | | | [removed: 373,704] [added: 350,881] | | |
| Total assets (4) | $ | [removed: 3,154,944] [added: 3,399,628] | | | $ | [removed: 2,805,443] [added: 3,154,944] | | | $ | [removed: 2,903,463] [added: 2,805,443] | | | $ | [removed: 2,881,118] [added: 2,903,463] | | | $ | [removed: 2,777,821] [added: 2,881,118] | |
| Total borrowings (4) | [removed: 1,015,281] [added: 859,046] | | | | [removed: 840,794] [added: 1,015,281] | | | | [removed: 859,345] [added: 840,794] | | | | [removed: 767,417] [added: 859,345] | | | | [removed: 779,007] [added: 767,417] | | |
| Shareholders’ equity | [removed: 1,543,894] [added: 1,886,542] | | | | [removed: 1,443,291] [added: 1,543,894] | | | | [removed: 1,486,451] [added: 1,443,291] | | | | [removed: 1,572,989] [added: 1,486,451] | | | | [removed: 1,464,998] [added: 1,572,989] | | |
| Gross profit | [removed: 44.0] [added: 44.9] | | % | | [removed: 44.8] [added: 44.0] | | % | | [removed: 44.2] [added: 44.8] | | % | | [removed: 43.1] [added: 44.2] | | % | | [removed: 41.1] [added: 43.1] | | % |
| Selling, general and administrative expenses | [removed: 23.6] [added: 23.0] | | % | | [removed: 23.7] [added: 23.3] | | % | | 23.5 | | % | | [removed: 23.6] [added: 23.3] | | % | | [removed: 22.7] [added: 23.2] | | % |
| Income before income taxes | [removed: 17.4] [added: 19.9] | | % | | [removed: 19.4] [added: 17.4] | | % | | [removed: 18.3] [added: 19.4] | | % | | [removed: 17.4] [added: 18.3] | | % | | [removed: 4.4] [added: 17.4] | | % |
| Net income | [removed: 12.8] [added: 14.7] | | % | | [removed: 14.0] [added: 12.8] | | % | | [removed: 13.0] [added: 14.0] | | % | | [removed: 12.6] [added: 13.0] | | % | | [removed: 1.9] [added: 12.6] | | % |
| Capital expenditures | $ | [removed: 38,242] [added: 43,858] | | | $ | [removed: 43,776] [added: 38,242] | | | $ | [removed: 47,997] [added: 43,776] | | | $ | [removed: 31,536] [added: 47,997] | | | $ | [removed: 35,520] [added: 31,536] | |
| Depreciation and amortization | [removed: 86,892] [added: 84,216] | | | | [removed: 78,120] [added: 86,892] | | | | [removed: 76,907] [added: 78,120] | | | | [removed: 79,334] [added: 76,907] | | | | [removed: 78,312] [added: 79,334] | | |
| Return on average assets (5) | [removed: 9.1] [added: 10.3] | | % | | [removed: 9.9] [added: 9.1] | | % | | [removed: 9.7] [added: 9.9] | | % | | [removed: 9.0] [added: 9.7] | | % | | [removed: 1.3] [added: 9.0] | | % |
| Borrowings as a percent of capitalization (5) | [removed: 39.7] [added: 31.3] | | % | | [removed: 36.8] [added: 39.7] | | % | | [removed: 36.6] [added: 36.8] | | % | | [removed: 32.8] [added: 36.6] | | % | | [removed: 34.7] [added: 32.8] | | % |
| Return on average shareholders’ equity (5) | [removed: 18.2] [added: 19.7] | | % | | [removed: 19.3] [added: 18.2] | | % | | [removed: 18.3] [added: 19.3] | | % | | [removed: 16.8] [added: 18.3] | | % | | [removed: 2.5] [added: 16.8] | | % |
| Employees at year end | [removed: 7,158] [added: 7,167] | | | | [removed: 6,801] [added: 7,158] | | | | [removed: 6,712] [added: 6,801] | | | | [removed: 6,787] [added: 6,712] | | | | [removed: 6,717] [added: 6,787] | | |
| EBITDA | $ | [removed: 501,020] [added: 584,378] | | | $ | [removed: 512,101] [added: 501,020] | | | $ | [removed: 511,242] [added: 512,101] | | | $ | [removed: 474,669] [added: 511,242] | | | $ | [removed: 206,766] [added: 474,669] | |
| EBITDA margin | [removed: 23.7] [added: 25.5] | | % | | [removed: 25.3] [added: 23.7] | | % | | [removed: 23.8] [added: 25.3] | | % | | [removed: 23.5] [added: 23.8] | | % | | [removed: 10.6] [added: 23.5] | | % |
| Adjusted EBITDA | $ | [removed: 530,546] [added: 583,560] | | | $ | [removed: 505,270] [added: 530,546] | | | $ | [removed: 524,914] [added: 505,270] | | | $ | [removed: 474,669] [added: 524,914] | | | $ | [removed: 437,758] [added: 474,669] | |
| Adjusted EBITDA margin | [removed: 25.1] [added: 25.5] | | % | | [removed: 25.0] [added: 25.1] | | % | | [removed: 24.4] [added: 25.0] | | % | | [removed: 23.5] [added: 24.4] | | % | | [removed: 22.4] [added: 23.5] | | % |
| [removed: Adjusted operating] [added: Operating] margin | [removed: 20.6] | [added: 25.6] | [added: |] % | | [removed: 21.0] [added: 20.6] | | % | | [removed: 20.7] [added: 23.8] | | % | | [removed: 19.5] [added: n/m] | | [removed: %] | | [removed: 18.4] [added: 19.5] | | % |
| Adjusted net income | $ | [removed: 288,373] [added: 333,667] | | | $ | [removed: 277,229] [added: 288,373] | | | $ | [removed: 288,823] [added: 277,229] | | | $ | [removed: 255,215] [added: 288,823] | | | $ | [removed: 224,067] [added: 255,215] | |
| Adjusted earnings per share | $ | [removed: 3.75] [added: 4.31] | | | $ | [removed: 3.55] [added: 3.75] | | | $ | [removed: 3.57] [added: 3.55] | | | $ | [removed: 3.09] [added: 3.57] | | | $ | [removed: 2.68] [added: 3.09] | |
| Selling, general and administrative expenses | 524,940 | | | | 492,398 | | | | 474,156 | | | | 500,719 | | | | 468,806 | | |
| Operating income | 502,556 | | | | 412,397 | | | | 436,990 | | | | 434,924 | | | | 404,558 | | |
| Other (income) expense - net | 2,394 | | | | (1,731 | | ) | | 3,009 | | | | 589 | | | | 9,223 | | |
| Operating income | 22.0 | | % | | 19.5 | | % | | 21.6 | | % | | 20.3 | | % | | 20.0 | | % |
| Adjusted operating income | $ | 501,738 | | | $ | 438,369 | | | $ | 430,159 | | | $ | 448,596 | | | $ | 404,558 | |
| Adjusted operating margin | 21.9 | | % | | 20.7 | | % | | 21.3 | | % | | 20.9 | | % | | 20.0 | | % |
| | | 2017 | | | | | | | | | | | | 2016 | | | | | | | | | | | | 2015 | | | | | | | | | | |
| Operating income | | $ | 502,556 | | | $ | 412,397 | | | $ | 436,990 | | | $ | 434,924 | | | $ | 404,558 | |
| \+ Restructuring expenses | | 8,455 | | | | 3,674 | | | | 11,239 | | | | 13,672 | | | | — | | |
| \+ Loss (gain) on sale of businesses - net | | (9,273 | | ) | | 22,298 | | | | (18,070 | | ) | | — | | | | — | | |
| Adjusted operating income | | $ | 501,738 | | | $ | 438,369 | | | $ | 430,159 | | | $ | 448,596 | | | $ | 404,558 | |
| Net sales | | $ | 2,287,312 | | | $ | 2,113,043 | | | $ | 2,020,668 | | | $ | 2,147,767 | | | $ | 2,024,130 | |
| Operating margin | | 22.0 | | % | | 19.5 | | % | | 21.6 | | % | | 20.3 | | % | | 20.0 | | % |
| Adjusted operating margin | | 21.9 | | % | | 20.7 | | % | | 21.3 | | % | | 20.9 | | % | | 20.0 | | % |
| | | 2017 | | | | | | | | | | | | 2016 | | | | | | | | | | | | 2015 | | | | | | | | | | |
| Operating income | | $ | 241,030 | | | $ | 179,567 | | | $ | 147,028 | | | $ | 217,500 | | | $ | 153,691 | | | $ | 123,605 | | | $ | 206,419 | | | $ | 158,364 | | | $ | 117,346 | |
| \+ Restructuring expenses | | 3,374 | | | | 4,696 | | | | 255 | | | | 932 | | | | 1,117 | | | | 1,425 | | | | 7,090 | | | | 3,408 | | | | 576 | | |
| Adjusted operating income | | $ | 244,404 | | | $ | 184,263 | | | $ | 147,283 | | | $ | 218,432 | | | $ | 154,808 | | | $ | 125,030 | | | $ | 213,509 | | | $ | 161,772 | | | $ | 117,922 | |
| Net sales | | $ | 880,957 | | | $ | 820,131 | | | $ | 587,533 | | | $ | 849,101 | | | $ | 744,809 | | | $ | 520,009 | | | $ | 860,792 | | | $ | 738,996 | | | $ | 423,915 | |
| Operating margin | | 27.4 | | % | | 21.9 | | % | | 25.0 | | % | | 25.6 | | % | | 20.6 | | % | | 23.8 | | % | | 24.0 | | % | | 21.4 | | % | | 27.7 | | % |
| Adjusted operating margin | | 27.7 | | % | | 22.5 | | % | | 25.1 | | % | | 25.7 | | % | | 20.8 | | % | | 24.0 | | % | | 24.8 | | % | | 21.9 | | % | | 27.8 | | % |
| | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | | | 2013 | | |
| Net income | | $ | 337,257 | | | $ | 271,109 | | | $ | 282,807 | | | $ | 279,386 | | | $ | 255,215 | |
| \+ Restructuring expenses | | 8,455 | | | | 3,674 | | | | 11,239 | | | | 13,672 | | | | — | | |
| \+ Pension settlement | | — | | | | 3,554 | | | | — | | | | — | | | | — | | |
| Operating income (loss) | | $ | 241,030 | | | $ | 179,567 | | | $ | 147,028 | | | $ | (65,069 | ) | | $ | 502,556 | |
| \- Other (income) expense - net | | 1,007 | | | | (795 | | ) | | 1,959 | | | | 223 | | | | 2,394 | | |
| \+ Depreciation and amortization | | 23,587 | | | | 45,287 | | | | 14,541 | | | | 801 | | | | 84,216 | | |
| EBITDA | | 263,610 | | | | 225,649 | | | | 159,610 | | | | (64,491 | | ) | | 584,378 | | |
| Net income | | | | | | | | | | | | | | | | | | $ | 337,257 | |
| Net sales (eliminations) | | $ | 880,957 | | | $ | 820,131 | | | $ | 587,533 | | | $ | (1,309 | ) | | $ | 2,287,312 | |
| Operating margin | | 27.4 | | % | | 21.9 | | % | | 25.0 | | % | | n/m | | | | 22.0 | | % |
| EBITDA margin | | 29.9 | | % | | 27.5 | | % | | 27.2 | | % | | n/m | | | | 25.5 | | % |
| Operating income (loss) | | $ | 217,500 | | | $ | 153,691 | | | $ | 123,605 | | | $ | (82,399 | ) | | $ | 412,397 | |
| \- Other (income) expense - net | | 3,066 | | | | (1,991 | | ) | | 161 | | | | (2,967 | | ) | | (1,731 | | ) |
| Operating income (loss) | | $ | 206,419 | | | $ | 158,364 | | | $ | 117,346 | | | $ | (45,139 | ) | | $ | 436,990 | |
| \- Other (income) expense - net | | 1,073 | | | | 238 | | | | 148 | | | | 1,550 | | | | 3,009 | | |
| Operating margin | | 24.0 | | % | | 21.4 | | % | | 27.7 | | % | | n/m | | | | 21.6 | | % |
| | | 2017 | | | | | | | | | | | | 2016 | | | | | | | | | | | | 2015 | | | | | | | | | | |
Refer to Management’s Discussion and Analysis for definition and further discussion on organic sales.
| Selling, general and administrative expenses | 498,994 | | | | 479,408 | | | | 504,419 | | | | 477,851 | | | | 444,490 | | |
| Asset impairments | — | | | | — | | | | — | | | | — | | | | 198,519 | | |
| Operating income | 405,801 | | | | 431,738 | | | | 431,224 | | | | 395,513 | | | | 128,218 | | |
| Other (income) expense - net | (8,327 | | ) | | (2,243 | | ) | | (3,111 | | ) | | 178 | | | | (236 | | ) |
| Operating income | 19.2 | | % | | 21.4 | | % | | 20.1 | | % | | 19.5 | | % | | 6.6 | | % |
| Record holders at year end | 7,030 | | | | 6,760 | | | | 6,500 | | | | 6,500 | | | | 6,700 | | |
| Adjusted operating income | $ | 435,327 | | | $ | 424,907 | | | $ | 444,896 | | | $ | 395,513 | | | $ | 359,210 | |
| \+ Asset impairments | | — | | | | — | | | | — | | | | — | | | | 198,519 | | |
| Operating income | | $ | 405,801 | | | $ | 431,738 | | | $ | 431,224 | | | $ | 395,513 | | | $ | 128,218 | |
| Adjusted operating income | | $ | 435,327 | | | $ | 424,907 | | | $ | 444,896 | | | $ | 395,513 | | | $ | 359,210 | |
| Operating margin | | 19.2 | | % | | 21.4 | | % | | 20.1 | | % | | 19.5 | | % | | 6.6 | | % |
| Adjusted operating margin | | 20.6 | | % | | 21.0 | | % | | 20.7 | | % | | 19.5 | | % | | 18.4 | | % |
| Operating income | | $ | 214,242 | | | $ | 153,722 | | | $ | 121,888 | | | $ | 204,506 | | | $ | 157,948 | | | $ | 115,745 | | | $ | 216,886 | | | $ | 152,999 | | | $ | 130,494 | |
| Adjusted operating income | | $ | 217,206 | | | $ | 154,839 | | | $ | 123,853 | | | $ | 211,596 | | | $ | 161,356 | | | $ | 116,321 | | | $ | 223,299 | | | $ | 157,911 | | | $ | 131,528 | |
| Operating margin | | 25.2 | | % | | 20.6 | | % | | 23.4 | | % | | 23.8 | | % | | 21.4 | | % | | 27.3 | | % | | 24.1 | | % | | 20.3 | | % | | 26.0 | | % |
| Adjusted operating margin | | 25.6 | | % | | 20.8 | | % | | 23.8 | | % | | 24.6 | | % | | 21.8 | | % | | 27.4 | | % | | 24.8 | | % | | 21.0 | | % | | 26.2 | | % |
| +Tax impact on asset impairments | | — | | | | — | | | | — | | | | — | | | | (35,008 | | ) |
| \+ Asset impairments | | — | | | | — | | | | — | | | | — | | | | 2.37 | | |
| +Tax impact on asset impairments | | — | | | | — | | | | | | | | — | | | | (0.42 | | ) |
| Operating income (loss) | | $ | 214,242 | | | $ | 153,722 | | | $ | 121,888 | | | $ | (84,051 | ) | | $ | 405,801 | |
| \- Other (income) expense - net | | (192 | | ) | | (1,960 | | ) | | (1,556 | | ) | | (4,619 | | ) | | (8,327 | | ) |
| Operating margin | | 25.2 | | % | | 20.6 | | % | | 23.4 | | % | | n/m | | | | 19.2 | | % |
| 7. Reconciliations of EBITDA to Net Income (dollars in thousands) | | | | | | | | | | | | | | | | | | | | |
| Operating income (loss) | | $ | 204,506 | | | $ | 157,948 | | | $ | 115,745 | | | $ | (46,461 | ) | | $ | 431,738 | |
| \- Other (income) expense - net | | (840 | | ) | | (178 | | ) | | (1,453 | | ) | | 228 | | | | (2,243 | | ) |
| Operating margin | | 23.8 | | % | | 21.4 | | % | | 27.3 | | % | | n/m | | | | 21.4 | | % |
| 8. Reconciliations of EBITDA to Net Income (dollars in thousands) | | | | | | | | | | | | | | | | | | | | |
| Operating income (loss) | | $ | 216,886 | | | $ | 152,999 | | | $ | 130,494 | | | $ | (69,155 | ) | | $ | 431,224 | |
| \- Other (income) expense - net | | (560 | | ) | | (542 | | ) | | (990 | | ) | | (1,019 | | ) | | (3,111 | | ) |
| \+ Depreciation and amortization | | 26,453 | | | | 42,478 | | | | 6,583 | | | | 1,393 | | | | 76,907 | | |
| EBITDA | | 243,899 | | | | 196,019 | | | | 138,067 | | | | (66,743 | | ) | | 511,242 | | |
| Net income | | | | | | | | | | | | | | | | | | $ | 279,386 | |
| Net sales (eliminations) | | $ | 899,588 | | | $ | 752,021 | | | $ | 502,749 | | | $ | (6,591 | ) | | $ | 2,147,767 | |
| Operating margin | | 24.1 | | % | | 20.3 | | % | | 26.0 | | % | | n/m | | | | 20.1 | | % |
| EBITDA margin | | 27.1 | | % | | 26.1 | | % | | 27.5 | | % | | n/m | | | | 23.8 | | % |
An excerpt. Shown here: 40 of 85 rewritten, all 40 added and all 35 removed. The counts are complete. For every sentence, read Item 6. Selected Financial Data.(1) in the FY2017 filing and the FY2016 filing.
Item 8. Financial Statements and Supplementary Data.
581 rewritten, 248 added, 166 removed, 850 unchanged
Based on that assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2016.][added: 2017.]
The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein.
We have audited the internal control over financial reporting of IDEX Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal [removed: Control - Integrated] [added: Control-Integrated] Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (COSO).]
We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]
A [removed: company's] [added: company’s] internal control over financial reporting is a process designed [removed: by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Also, projections of any evaluation of [removed: the] effectiveness [removed: of the internal control over financial reporting] to future periods are subject to the risk that [removed: the] controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on [removed: the] criteria established in Internal [removed: Control - Integrated] [added: Control-Integrated] Framework (2013) issued by [removed: the Committee of Sponsoring Organizations of the Treadway Commission.][added: COSO.]
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the consolidated financial statements as of and for the year ended December 31, [removed: 2016] [added: 2017,] of the Company and our report dated February [removed: 23, 2017] [added: 22, 2018,] expressed an unqualified opinion on those financial statements.
We have audited the accompanying consolidated balance sheets of IDEX Corporation and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2016 and 2015,] [added: 2017] and [added: 2016,] the related consolidated statements of operations, comprehensive income, [removed: shareholders'] [added: shareholders’] equity, and cash flows for each of the three years in the period ended December 31, [removed: 2016.][added: 2017, and the related notes (collectively referred to as the “financial statements”).]
Our responsibility is to express an opinion on the [added: Company’s] financial statements based on our audits.
We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material [removed: misstatement.][added: misstatement, whether due to error or fraud.]
[removed: An audit includes] [added: Such procedures included] examining, on a test basis, evidence [removed: supporting] [added: regarding] the amounts and disclosures in the financial statements.
[removed: An audit] [added: Our audits] also [removed: includes assessing] [added: included evaluating] the accounting principles used and significant estimates made by management, as well as evaluating the overall [added: presentation of the] financial [removed: statement presentation.][added: statements.]
In our opinion, [removed: such consolidated] [added: the] financial statements present fairly, in all material respects, the financial position of [removed: IDEX Corporation and subsidiaries] [added: the Company] as of December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended December 31, [removed: 2016,] [added: 2017,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on [removed: the] criteria established in Internal [removed: Control - Integrated] [added: Control-Integrated] Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission,] [added: Commission] and our report dated February [removed: 23, 2017] [added: 22, 2018,] expressed an unqualified opinion on the [removed: Company's] [added: Company’s] internal control over financial reporting.
| | [added: 2017 | | | |] 2016 | | | | 2015 | | |
| Cash and cash equivalents [removed: | $] [added: at beginning of year] | 235,964 | | | [removed: $] | 328,018 | | [added: | | 509,137 | | |]
| Receivables — net | [removed: 272,813] [added: 294,166] | | | | [removed: 260,000] [added: 272,813] | | |
| Inventories | [removed: 252,859] [added: 259,724] | | | | [removed: 239,124] [added: 252,859] | | |
| Other current assets | [removed: 61,085] [added: 74,203] | | | | [removed: 35,542] [added: 61,085] | | |
| Total current assets | [removed: 822,721] [added: 1,004,043] | | | | [removed: 862,684] [added: 822,721] | | |
| Property, plant and equipment — net | [removed: 247,816] [added: 258,350] | | | | [removed: 240,945] [added: 247,816] | | |
| Goodwill | [removed: 1,632,592] [added: 1,704,158] | | | | [removed: 1,396,529] [added: 1,632,592] | | |
| Intangible assets — net | [removed: 435,504] [added: 414,746] | | | | [removed: 287,837] [added: 435,504] | | |
| Other noncurrent assets | [removed: 16,311] [added: 18,331] | | | | [removed: 17,448] [added: 16,311] | | |
| Total assets | $ | [added: 3,399,628 | | | $ |] 3,154,944 | | | $ | 2,805,443 | |
| Trade accounts payable | $ | [removed: 128,933] [added: 147,067] | | | $ | [removed: 128,911] [added: 128,933] | |
| Accrued expenses | [removed: 152,852] [added: 184,705] | | | | [removed: 153,672] [added: 152,852] | | |
| Short-term borrowings | [removed: 1,046] [added: 258] | | | | [removed: 1,087] [added: 1,046] | | |
| Dividends payable | [removed: 26,327] [added: 28,945] | | | | [removed: 25,927] [added: 26,327] | | |
| Total current liabilities | [removed: 309,158] [added: 360,975] | | | | [removed: 309,597] [added: 309,158] | | |
| Long-term borrowings | [removed: 1,014,235] [added: 858,788] | | | | [removed: 839,707] [added: 1,014,235] | | |
| Deferred income taxes | [removed: 166,427] [added: 137,638] | | | | [removed: 110,483] [added: 166,427] | | |
| Other noncurrent liabilities | [removed: 121,230] [added: 155,685] | | | | [removed: 102,365] [added: 121,230] | | |
| Total liabilities | [removed: 1,611,050] [added: 1,513,086] | | | | [removed: 1,362,152] [added: 1,611,050] | | |
| Authorized: 150,000,000 shares, $.01 per share par value; Issued: [removed: 90,200,951] [added: 90,162,211] shares at December 31, [removed: 2016] [added: 2017] and [removed: 90,151,131] [added: 90,200,951] shares at December 31, [removed: 2015] [added: 2016] | 902 | | | | 902 | | |
| Additional paid-in capital | [removed: 697,213] [added: 716,906] | | | | [removed: 679,623] [added: 697,213] | | |
| Retained earnings | [removed: 1,834,739] [added: 2,057,915] | | | | [removed: 1,666,680] [added: 1,834,739] | | |
| Treasury stock at cost: [removed: 13,760,266] [added: 13,468,675] shares at December 31, [removed: 2016] [added: 2017] and [removed: 13,616,592] [added: 13,760,266] shares at December 31, [removed: 2015] [added: 2016] | [removed: (787,307] [added: (799,674] | | ) | | [removed: (757,416] [added: (787,307] | | ) |
Opinion on Internal Control over Financial Reporting
Basis for Opinion
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.
Definition and Limitations of Internal Control over Financial Reporting
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
| February 22, 2018 | |
Opinion on the Financial Statements
Basis for Opinion
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.
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.
| February 22, 2018 | |
We have served as the Company’s auditor since 1987.
| | 2017 | | | | 2016 | | |
| Cash and cash equivalents | $ | 375,950 | | | $ | 235,964 | |
| Selling, general and administrative expenses | 524,940 | | | | 492,398 | | | | 474,156 | | |
| Operating income | 502,556 | | | | 412,397 | | | | 436,990 | | |
| Net income | $ | 337,257 | | | $ | 271,109 | | | $ | 282,807 | |
| Tax effect of reversal of indefinite assertion on certain intercompany loans | (3,932 | | ) | | — | | | | — | | |
| Net income | — | | | | 337,257 | | | | — | | | | — | | | | — | | | | — | | | | 337,257 | | |
| Repurchase of 266,000 shares of common stock | — | | | | — | | | | — | | | | — | | | | — | | | | (29,074 | | ) | | (29,074 | | ) |
| Tax effect of reversal of indefinite assertion on certain intercompany loans | — | | | | — | | | | (3,932 | | ) | | — | | | | — | | | | — | | | | (3,932 | | ) |
| Balance, December 31, 2017 | $ | 717,808 | | | $ | 2,057,915 | | | $ | (46,306 | ) | | $ | (29,154 | ) | | $ | (14,047 | ) | | $ | (799,674 | ) | | $ | 1,886,542 | |
| Net income | $ | 337,257 | | | $ | 271,109 | | | $ | 282,807 | |
| Loss (gain) on sale of businesses - net | (9,273 | | ) | | 22,298 | | | | (18,070 | | ) |
| Settlement of foreign exchange contracts | 13,736 | | | | — | | | | — | | |
Accounts receivable are recorded at face amounts less an allowance for doubtful accounts.
Total engineering expenses, which include research and development as well as application and support engineering, were $76.4 million, $68.8 million and $61.2 million in 2017, 2016 and 2015, respectively.
See Note 6 for further discussion.
Refer to Note 10 for further discussion on income taxes.
In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which amends the requirements related to the income statement presentation of the components of net periodic benefit cost for a company’s sponsored defined benefit pension and other postretirement plans.
Under this ASU, companies are required to disaggregate the current service cost component from the other components of net benefit cost and present it with other current compensation costs for related employees in the income statement and present the other components elsewhere in the income statement and outside of income from operations if such a subtotal is presented.
This ASU also requires companies to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines.
In addition, only the service cost component of periodic net benefit cost is eligible for capitalization.
The Company adopted this standard retrospectively and thus $6.6 million was reclassified from Selling, general and administrative expenses to Other (income) expense - net for the twelve months ended December 31, 2016, and $5.3 million was reclassified from Selling, general and administrative expenses to Other (income) expense - net for the twelve months ended December 31, 2015 to conform to current period presentation.
The Company elected to apply the practical expedient that permits the use of previously disclosed service cost and other costs from the prior year’s pension and other postretirement benefit plan footnote in the comparative periods as appropriate estimates when retrospectively changing the presentation of these costs in the income statement.
The Company included the required disclosures and the changes resulting from the adoption of this standard in Note 15.
The Company early adopted this standard on January 1, 2017.
The adoption of this standard did not have a material impact on our consolidated financial statements.
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory.
Under this guidance, entities utilizing the FIFO or average cost method should measure inventory at the lower of cost or net realizable value, where net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal
The Company completed the acquisitions of Akron Brass Holding Corporation in March 2016, AWG Fittings GmbH in July 2016 and SFC Koenig AG in August 2016.
Due to the timing of the acquisitions, management has excluded these acquisitions from our evaluation of effectiveness of internal controls over financial reporting.
This exclusion represented 6.3% of net sales and 19.4% of total assets of the Company for the year ended December 31, 2016.
As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Akron Brass Holding Corporation, which was acquired in March 2016; AWG Fittings GmbH, which was acquired in July 2016; and SFC Koenig AG, which was acquired in August 2016.
These exclusions collectively represented 6.3% of net sales and 19.4% of total assets of the Company for the year ended December 31, 2016.
Accordingly, our audit did not include the internal control over financial reporting at Akron Brass Holding Corporation, AWG Fittings GmbH, and SFC Koenig AG.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.
| | |
| --- | --- |
| February 23, 2017 | |
| Selling, general and administrative expenses | 498,994 | | | | 479,408 | | | | 504,419 | | |
| Operating income | 405,801 | | | | 431,738 | | | | 431,224 | | |
| Balance, December 31, 2013 | $ | 608,658 | | | $ | 1,293,740 | | | $ | 52,211 | | | $ | (23,857 | ) | | $ | (31,659 | ) | | $ | (326,104 | ) | | $ | 1,572,989 | |
| Net income | — | | | | 279,386 | | | | — | | | | — | | | | — | | | | — | | | | 279,386 | | |
| Repurchase of 2,970,461 shares of common stock | — | | | | | | | | | | | | | | | | | | | | (222,487 | | ) | | (222,487 | | ) |
| Cash and cash equivalents at beginning of year | 328,018 | | | | 509,137 | | | | 439,629 | | |
Net income attributable to common shareholders for the purpose of calculating EPS was reduced by $0.5 million, $0.8 million and $1.3 million in 2016, 2015 and 2014, respectively.
In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows.
The Company applied this standard prospectively and thus, prior periods have not been adjusted.
The impact of the adoption resulted in the following:
| • | The Company recorded a tax benefit of $6.8 million within Provision for income taxes for the year ended December 31, 2016, related to the excess tax benefit on stock options, restricted stock and performance share units. Prior to adoption this amount would have been recorded as a reduction of additional paid-in capital. The adoption of this standard could create volatility in the Company’s effective tax rate going forward. |
| • | The Company elected not to change our policy on accounting for forfeitures and continued to estimate the total number of awards for which the requisite service period will not be rendered. |
| • | The Company no longer reclassifies the excess tax benefit from operating activities to financing activities in the statement of cash flows. |
| • | The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of our diluted earnings per share for the year ended December 31, 2016. This increased our diluted weighted average common shares outstanding by 127 thousand shares for the year ended December 31, 2016. |
In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, which simplifies the presentation of debt issuance costs.
Under ASU 2015-03, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset.
Amortization of the costs is reported as interest expense.
The Company elected to early adopt this guidance effective in the fourth quarter of fiscal year 2015.
In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which includes amendments that change the requirements for reporting discontinued operations.
Under the new guidance, only disposals representing a strategic shift in operations with a major effect on the organization’s operations and financial results should be presented as discontinued operations.
Additionally, the ASU requires expanded disclosures about disposal transactions that do not meet the discontinued operations criteria.
The Company adopted the standard effective January 1, 2015 and the adoption did not impact the consolidated financial position, results of operations or cash flows of the Company.
The Company did include required disclosures of disposals of components of an entity in Note 2.
assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.
The update is effective for financial statements issued for fiscal years beginning after December 15, 2017, and early adoption is permitted.
We have made significant progress on our contract reviews during 2016 and the first quarter of 2017.
While we are continuing to assess all potential impacts of the new standard, we currently believe that the most significant potential change relates to contracts for the development, manufacture and sale of customized products in our Health & Science Technologies segment.
Due to the complexity of certain contracts in our Health & Science Technologies segment, the actual revenue recognition treatment required under the standard will be dependent on contract-specific terms.
We also expect revenue related to the Fluid & Metering Technologies segment and the Fire & Safety/Diversified Products segment to remain substantially unchanged.
The Company is still evaluating the impact of the new guidance on our consolidated financial statements and has not yet determined the method by which we will adopt the standard in 2018.
An excerpt. Shown here: 40 of 581 rewritten, 40 of 248 added and 40 of 166 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2017 filing and the FY2016 filing.
Item 9A. Controls and Procedures.
2 rewritten, 0 added, 0 removed, 3 unchanged
Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2016.][added: 2017.]
Management’s Report on Internal Control Over Financial Reporting appearing on page [removed: 35] [added: 29] of this report is incorporated into this Item 9A by reference.
Item 9B. Other Information.
0 rewritten, 12 added, 1 removed, 1 unchanged
On February 22, 2018, the Company entered into an amended and restated employment agreement with its Chief Executive Officer, Andrew K.
Silvernail, effective as of February 22, 2018 (the “Employment Agreement”), replacing his previous employment agreement, dated February 19, 2016.
The Employment Agreement provides for a term of approximately four years (expiring December 31, 2021).
Under the terms of the Employment Agreement, Mr. Silvernail will be entitled to the following: (i) an annual base salary of $1,000,000 subject to increase (but not decrease) in the discretion of the Board of Directors after an annual review; (ii) an annual incentive cash bonus under the IDEX Corporation Incentive Award Plan (the “IAP”) or other bonus plan as may be in
effect for senior executives and annual consideration for long-term equity awards under the IAP; and (iii) in addition to normal employee benefits offered to the Company’s officers, Mr. Silvernail will be permitted to use IDEX’s corporate aircraft for up to 25 hours of personal travel (as well as an additional 25 hours of use subject to reimbursement by Mr. Silvernail of the incremental costs for such additional hours of use) and will be provided with an automobile allowance in accordance with Company policy.
Under the terms of the Employment Agreement, if Mr. Silvernail’s employment is terminated by the Company other than for “cause” and not in connection with a “change in control” (each as defined in the Employment Agreement), then, subject to his execution and non-revocation of a general release of claims and his continued compliance with applicable restrictive covenants, he will receive (i) continuing salary payments and health benefits for 24 months following termination, (ii) a pro rata portion of his annual bonus for the year in which his termination occurs (based on the portion of the year he was employed), (iii) a payment equal to 200% of his base salary payable over 24 months commencing approximately 60 days after his termination, (iv) fully accelerated vesting and immediate exercisability of all unvested time-based equity awards (the “time-based acceleration”) with such time-based equity awards remaining exercisable for one year following the date of termination of his employment or until expiration of the option term, if earlier, (v) vesting of all unvested performance-based equity awards granted prior to February 22, 2018, on the December 31 following his termination of employment with respect to that number of shares of the Company’s common stock (or performance units or dividend equivalents, as applicable) based on the performance level achieved with respect to the performance goal(s) under each such award from the beginning date of the performance period applicable thereto through such December 31, and (vi) vesting of all unvested performance-based equity awards granted on or following February 22, 2018, at the end of the applicable performance period with respect to that number of shares of Company common stock (or performance units or dividend equivalents, as applicable) based on the performance level achieved through the end of such performance period ((v) and (vi), as applicable, the “performance-based acceleration”).
If Mr. Silvernail’s employment is terminated due to his disability or death, he or his estate, as applicable, will receive (i) a pro rata portion of his annual bonus for the year in which his termination occurs (based on the portion of the year he was employed), (ii) time-based acceleration, with such time-based awards granted before February 22, 2018, remaining exercisable for one year following the date of termination of employment or until expiration of the option term, if earlier, and those granted on or following February 22, 2018, remaining exercisable for five years following the date of termination of employment, or until expiration of the term, if earlier and (iii) performance-based acceleration.
If Mr. Silvernail’s employment is terminated due to his retirement, he will receive (i) the time-based acceleration, with such time-based awards granted before February 22, 2018, remaining exercisable for one year following the date of termination of employment or until expiration of the option term, if earlier, and with those granted on or following February 22, 2018, remaining exercisable for five years following the date of termination of employment or until expiration of the option term, if earlier and (ii) performance-based acceleration.
If Mr. Silvernail’s employment is terminated by the Company without cause or by him for “good reason” (as defined in the Employment Agreement), in either case, in contemplation of or within the 24 month period following a change in control, then, subject to his execution and non-revocation of a general release of claims and his continued compliance with applicable restrictive covenants, he will receive (i) continuing salary payments and health benefits for 36 months following termination, (ii) a pro rata portion of his annual bonus for the year in which his termination occurs (based on the portion of the year he was employed), (iii) a payment equal to 300% of his base salary, payable over 36 months commencing approximately 60 days after his termination, (iv) fully accelerated vesting and immediate exercisability of all unvested time-based equity awards and (v) in lieu of performance-based acceleration, a cash payment in respect of all performance-based equity awards with respect to which he has not yet received payment, based on the performance level achieved with respect to the performance goal(s) under each such award from the beginning date of the performance period applicable thereto through such change in control, with such cash payment adjusted to reflect hypothetical earnings (equal to the lesser of the Barclays Long Aaa US Corporate Index or 120% of the applicable federal long-term rate, in each case, determined as of the first business day of November of the calendar year preceding the change in control and compounded) for the period between such change in control and the date of payment.
In addition, to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section 4999 of the Internal Revenue Code, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a greater net after-tax benefit to Mr. Silvernail than receiving the full amount of such payments.
The Employment Agreement contains confidentiality covenants by Mr. Silvernail, which apply indefinitely.
The foregoing description of Mr. Silvernail’s Employment Agreement is qualified in its entirety by reference to its terms, which is filed as Exhibit 10.5 to this Form 10-K.
None.
Item 10. Directors, Executive Officers and Corporate Governance.
1 rewritten, 0 added, 0 removed, 3 unchanged
Information under the headings “Election of [removed: Directors” and] [added: Directors”; “Board Committees”;] “Section 16(a) Beneficial Ownership Reporting [removed: Compliance,” and the information under the subheading “Information Regarding the Board of Directors] [added: Compliance”;] and [removed: Committees,”] [added: “Corporate Governance”] in the [removed: 2017] [added: 2018] Proxy Statement is incorporated into this Item 10 by reference.
Item 11. Executive Compensation.
4 rewritten, 0 added, 0 removed, 12 unchanged
Information under the heading “Executive Compensation” in the [removed: 2017] [added: 2018] Proxy Statement is incorporated into this Item 11 by reference.
Information under the heading “Security Ownership” in the [removed: 2017] [added: 2018] Proxy Statement is incorporated into this Item 12 by reference.
Information with respect to the Company’s equity compensation plans as of December 31, [removed: 2016] [added: 2017] is as follows:
| Equity compensation plans approved by the Company’s stockholders | [removed: 2,400,384] [added: 2,301,882] | | | $ | [removed: 61.83] [added: 71.07] | | | [removed: 5,382,493] [added: 4,911,112] | |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
1 rewritten, 0 added, 0 removed, 0 unchanged
Information under the [removed: heading “Information Regarding the Board of Directors] [added: headings, “Corporate Governance”] and [added: “Board] Committees” in the [removed: 2017] [added: 2018] Proxy Statement is incorporated into this Item 13 by reference.
Item 14. Principal Accountant Fees and Services.
1 rewritten, 0 added, 0 removed, 1 unchanged
Information under the heading “Principal Accountant Fees and Services” in the [removed: 2017] [added: 2018] Proxy Statement is incorporated into this Item 14 by reference.
Item 15. Exhibits and Financial Statement Schedules.
0 rewritten, 120 added, 1 removed, 12 unchanged
| | | | |
| --- | --- | --- | --- |
| | | | |
| Exhibit Number | | | Description |
| | | | |
| 3.1 | | | [Restated Certificate of Incorporation of IDEX Corporation as amended to date](https://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-12312017xex31.htm) |
| | | | |
| 3.2 | | | [Amended and Restated By-Laws of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 to the Current Report of IDEX on Form 8-K filed November 14, 2011, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000119312511310912/d255538dex31.htm) |
| | | | |
| 4.1 | | | [Credit Agreement, dated as of June 23, 2015, among IDEX Corporation, Bank of America N.A. as Agent and Issuing Bank, and the Other Financial Institutions Party Hereto (incorporated by reference to Exhibit 10.1 to the Current Report of IDEX on Form 8-K filed June 25, 2015, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210115000025/iex-20150623xex101.htm) |
| | | | |
| 4.2 | | | [Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 6, 2010 (Debt Securities) (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed December 7, 2010, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000095012310111246/c61694exv4w1.htm) |
| | | | |
| 4.3 | | | [First Supplemental Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 6, 2010 (as to 4.5% Senior Notes due 2020) (incorporated by reference to Exhibit No. 4.2 to the Current Report of IDEX on Form 8-K filed December 7, 2010, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000095012310111246/c61694exv4w2.htm) |
| | | | |
| 4.4 | | | [Second Supplemental Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 13, 2011 (as to 4.2% Senior Notes due 2021) (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed December 14, 2011, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000119312511341046/d271379dex41.htm) |
| | | | |
| 4.5 | | | [Note Purchase Agreement, dated June 13, 2016, between IDEX Corporation and the Purchasers listed in Schedule A thereto (incorporated by reference in Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed June 15, 2016, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000083210116000073/iex-20160613xex41.htm) |
| | | | |
| 10.1 | | | [Revised and Restated IDEX Management Incentive Compensation Plan for Key Employees Effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Current Report of IDEX on Form 8-K filed February 20, 2013, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000119312513067384/d489907dex101.htm) |
| | | | |
| 10.2 | | | [IDEX Corporation Form of Director Indemnification Agreement](https://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex102.htm) |
| | | | |
| 10.3 | | | [IDEX Corporation Amended and Restated Stock Option Plan for Outside Directors, adopted by resolution of the Board of Directors dated as of November 20, 2003 (incorporated by reference to Exhibit 10.6 (a) to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2003, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000095013704001504/c83337exv10w6xay.txt) |
| | | |
| --- | --- | --- |
| | | |
| Exhibit Number | | Description |
| | | |
| 10.4 | | [IDEX Corporation Incentive Award Plan (as amended and restated) (incorporated by reference to Appendix A of the Proxy Statement of IDEX on Schedule 14A, filed March 5, 2015, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000119312515072666/d878233ddef14a.htm) |
| | | |
| 10.5 | | [Amended and Restated Employment Agreement dated February 22, 2018 between IDEX Corporation and Andrew K. Silvernail](https://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex105.htm) |
| | | |
| 10.6 | | [Third Amended and Restated IDEX Corporation Directors Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.30 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2010, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w30.htm) |
| | | |
| 10.7 | | [IDEX Corporation Supplemental Executive Retirement and Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.31 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2010, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000095012311018609/c62090exv10w31.htm) |
| | | |
| 10.8 | | [IDEX Amended and Restated Non-Employee Director Compensation Policy, effective January 1, 2018](https://www.sec.gov/Archives/edgar/data/832101/000083210118000019/iex-20171231xex108.htm) |
| | | |
| 10.9 | | [Letter Agreement between IDEX Corporation and Jeffrey Bucklew, dated January 16, 2012 (incorporated by reference to Exhibit No. 10.16 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2013, Commission File No. 1-10235)](http://www.sec.gov/Archives/edgar/data/832101/000144530514000435/iex-20131231xex1016.htm) |
Reference is made to the Exhibit Index beginning on page 83 hereof.
An excerpt. Shown here: all 0 rewritten, 40 of 120 added and all 1 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules. in the FY2017 filing and the FY2016 filing.
Item 16. Form 10-K Summary.
10 rewritten, 2 added, 51 removed, 36 unchanged
Date: February [removed: 23, 2017][added: 22, 2018]
| Andrew K. Silvernail | | | February [removed: 23, 2017] [added: 22, 2018] | |
| William K. Grogan | | | February [removed: 23, 2017] [added: 22, 2018] | |
| Michael J. Yates | | | February [removed: 23, 2017] [added: 22, 2018] | |
| Mark A. Buthman | | | February [removed: 23, 2017] [added: 22, 2018] | |
| William M. Cook | | | February [removed: 23, 2017] [added: 22, 2018] | |
| Katrina L. Helmkamp | | | February [removed: 23, 2017] [added: 22, 2018] | |
| Ernest J. Mrozek | | | February [removed: 23, 2017] [added: 22, 2018] | |
| Livingston L. Satterthwaite | | | February [removed: 23, 2017] [added: 22, 2018] | |
| Cynthia J. Warner | | | February [removed: 23, 2017] [added: 22, 2018] | |
| /s/ MARK A. BECK | | Director | | |
| Mark A. Beck | | | February 22, 2018 | |
| | | |
| --- | --- | --- |
| /s/ DAVID C. PARRY | | Director | | |
| David C. Parry | | | February 23, 2017 | |
Exhibit Index
| | | | |
| --- | --- | --- | --- |
| Exhibit Number | | | Description |
| 3.1 | | | Restated Certificate of Incorporation of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 to the Registration Statement on Form S-1 of IDEX, et al., Registration No. 33-21205, as filed on April 21, 1988) |
| 3.1(a) | | | Amendment to Restated Certificate of Incorporation of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 (a) to the Quarterly Report of IDEX on Form 10-Q for the quarter ended March 31, 1996, Commission File No. 1-10235) |
| 3.1(b) | | | Amendment to Restated Certificate of Incorporation of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 (b) to the Current Report of IDEX on Form 8-K filed March 24, 2005, Commission File No. 1-10235) |
| 3.2 | | | Amended and Restated By-Laws of IDEX Corporation (incorporated by reference to Exhibit No. 3.1 to the Current Report of IDEX on Form 8-K filed November 14, 2011, Commission File No. 1-10235) |
| 4.1 | | | Specimen Certificate of Common Stock of IDEX Corporation (incorporated by reference to Exhibit No. 4.3 to the Registration Statement on Form S-2 of IDEX, et al., Registration No. 33-42208, as filed on September 16, 1991) |
| 4.2 | | | Credit Agreement, dated as of June 23, 2015, among IDEX Corporation, Bank of America N.A. as Agent and Issuing Bank, and the Other Financial Institutions Party Hereto (incorporated by reference to Exhibit 10.1 to the Current Report of IDEX on Form 8-K filed June 25, 2015, Commission File No. 1-10235) |
| 4.3 | | | Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 6, 2010 (Debt Securities) (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed December 7, 2010, Commission File No. 1-10235) |
| 4.4 | | | First Supplemental Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 6, 2010 (as to 4.5% Senior Notes due 2020) (incorporated by reference to Exhibit No. 4.2 to the Current Report of IDEX on Form 8-K filed December 7, 2010, Commission File No. 1-10235) |
| 4.5 | | | Second Supplemental Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 13, 2011 (as to 4.2% Senior Notes due 2021) (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed December 14, 2011, Commission File No. 1-10235) |
| 4.6 | | | Note Purchase Agreement, dated June 13, 2016, between IDEX Corporation and the Purchasers listed in Schedule A thereto (incorporated by reference in Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed June 15, 2016, Commission File No. 1-10235) |
| 10.1 | | | Revised and Restated IDEX Management Incentive Compensation Plan for Key Employees Effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Current Report of IDEX on Form 8-K filed February 20, 2013, Commission File No. 1-10235) |
| 10.2 | | | Form of Indemnification Agreement of IDEX Corporation (incorporated by reference to Exhibit No. 10.23 to the Registration Statement on Form S-1 of IDEX, et al., Registration No. 33-28317, as filed on April 26, 1989, Commission File No. 1-10235) |
| 10.3 | | | IDEX Corporation Amended and Restated Stock Option Plan for Outside Directors, adopted by resolution of the Board of Directors dated as of November 20, 2003 (incorporated by reference to Exhibit 10.6 (a) to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2003, Commission File No. 1-10235) |
| 10.4 | | | IDEX Corporation Incentive Award Plan (as amended and restated) (incorporated by reference to Appendix A of the Proxy Statement of IDEX on Schedule 14A, filed March 5, 2010, Commission File No. 1-10235) |
| 10.5 | | | Employment Agreement dated November 8, 2015 between IDEX Corporation and Andrew K. Silvernail (incorporated by reference to Exhibit No. 10.1 to the Current Report of IDEX Corporation on Form 8-K filed February 19, 2016, Commission File No. 1-10235) |
| 10.6 | | | Third Amended and Restated IDEX Corporation Directors Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.30 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2010, Commission File No. 1-10235) |
| 10.7 | | | IDEX Corporation Supplemental Executive Retirement and Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.31 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2010, Commission File No. 1-10235) |
| 10.8 | | | Letter Agreement between IDEX Corporation and Daniel Salliotte, dated September 30, 2010 (incorporated by reference to Exhibit No. 10.17 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2012, Commission File No. 1-10235) |
| 10.9 | | | Letter Agreement between IDEX Corporation and Jeffrey Bucklew, dated January 16, 2012 (incorporated by reference to Exhibit No. 10.16 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2013, Commission File No. 1-10235) |
| 10.10 | | | Letter Agreements between IDEX Corporation and Eric Ashleman, dated January 14, 2008 and February 12, 2014 (incorporated by reference to Exhibit No. 10.14 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235) |
| 10.11 | | | Form of IDEX Corporation Restricted Stock Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.16 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235) |
| 10.12 | | | Form of IDEX Corporation Stock Option Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.17 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235) |
| 10.13 | | | Form of IDEX Corporation Restricted Stock Unit Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.18 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235) |
| 10.14 | | | Form of IDEX Corporation Restricted Stock Unit Award Agreement - Cash Settled effective February 2015 (incorporated by reference to Exhibit No. 10.19 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2015, Commission File No. 1-10235) |
| 10.15 | | | Form of IDEX Corporation Performance Share Unit Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.20 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2015, Commission File No. 1-10235) |
| 10.16 | | | Form of IDEX Corporation Restricted Stock Unit Agreement for Directors effective February 2015 (incorporated by reference to Exhibit No. 10.21 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235) |
| 10.17 | | | Form of IDEX Corporation Stock Option Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.22 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235) |
| 10.18 | | | Form of IDEX Corporation Restricted Stock Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.23 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235) |
| 10.19 | | | Letter Agreement between IDEX Corporation and Brett Finley, dated December 18, 2015. (incorporated by reference to Exhibit No. 10.23 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, 2015, Commission File No. 1-10235) |
| 10.20 | | | Letter Agreement between IDEX Corporation and Denise Cade, dated September 24, 2015. (incorporated by reference to Exhibit No. 10.24 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, 2015, Commission File No. 1-10235) |
| 10.21 | | | Stock Purchase Agreement, dated February 4, 2016, by and among IDEX Corporation, Premier Farnell PLC, Celdis Limited, Premier Farnell Corp. and Akron Brass Holding Corp. (incorporated by reference to Exhibit No. 10.25 to the Annual Report of IDEX Corporation on Form 10-K for the fiscal year ended December 31, 2015, Commission File No. 1-10235) |
| 10.22 | | | Letter Agreement between IDEX Corporation and William K. Grogan, dated December 30, 2016. |
An excerpt. Shown here: all 10 rewritten, all 2 added and 40 of 51 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary. in the FY2017 filing and the FY2016 filing.