Certain statements contained in this Annual Report on Form 10-K, as well as other information provided from time to time by Badger Meter, Inc. (the “Company”) or its employees, may contain forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements.  The words “anticipate,” “believe,” “estimate,” “expect,” “think,” “should,” “could” and “objective” or similar expressions are intended to identify forward looking statements.  All such forward looking statements are based on the Company’s then current views and assumptions and involve risks and uncertainties.  Some risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward looking statements include those described in Item 1A of the Company’sthis Annual Report on Form 10-K for the year ended December 31, 2016 that include, among other things:

Badger Meter, Inc. (the “Company”) is a leading innovator, manufacturer and marketer of products incorporating flow measurement, control and communication solutions serving markets worldwide.  The Company was incorporated in 1905.

Throughout this 20162019 Annual Report on Form 10-K, the words “we,” “us” and “our” refer to the Company.

The Company's Internetinternet address is http://www.badgermeter.com.  The Company makes available free of charge (other than an investor's own Internet access charges) through its Internet website its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, on the same day they are electronically filed with, or furnished to, the Securities and Exchange Commission.  The Company is not including the information contained on or available through its website as a part of, or incorporating such information by reference into, this Annual Report on Form 10-K.

Badger Meter is an innovator in flow measurement, control and related communication solutions, serving water utilities, municipalities, and commercial and industrial customers worldwide.  The Company’s products measure water, oil, chemicals and other fluids, and are known for accuracy, long-lasting durability and for providing and communicating valuable and timely measurement data.data through various methods.  The Company’s product lines fall into two categories: sales of water meters, radios and related technologies to municipal water utilities (municipal water) and sales of meters, to various industries for watervalves and other fluidsproducts for industrial applications in water, wastewater, and other industries (flow instrumentation).  The Company estimates that over 85%nearly 90% of its products are used in water applications when both categories are grouped together.

Municipal water, the largest sales category, by sales volume, includesis comprised of either mechanical and ultrasonic (electronic)or static (ultrasonic) water meters along with the related radio and relatedsoftware technologies and services used by municipal water utilities as the basis for generating their water and wastewater revenues.  The keylargest geographic market for the Company’s municipal water meter products is North America, primarily the United States, because most of the Company's meters are designed and manufactured to conform to standards promulgated by the American Water Works Association.  The majority of water meters sold by the Company continue to be mechanical in nature. In recent years,nature; however, ultrasonic meters are an increasing percentage of the water meters sold by the Company has made inroadsand in sellingthe industry, due to a variety of factors, including their ability to maintain measurement accuracy over their useful life.  Providing ultrasonic water meters. The development of smaller diameter ultrasonic water metersmeter technology, combined with advanced radio technology, now provides the Company with the opportunity to sell into other geographical markets, for example Europe, the Middle East and South America. In the municipal water category, sales of water meters and related technologies and services are also commonly referred to as residential or commercial water meter sales, the latter referring to larger sizes of water meters.

The flow instrumentation product line includes meters and valves sold worldwide to measure and control materials flowingfluids going through a pipe or pipeline including water, air, steam, oil, and other liquids and gases.  These products are used in a variety of industries and applications, primarily intowith the following industries:Company’s primary market focus being water/wastewater; heating, ventilating and air conditioning (HVAC); oil and gas; chemical

Municipal water meters (both residential and commercial water meterscommercial) are generally classified as either manually read meters or remotely read meters via radio technology.  A manually read meter consists of a water meter and a register that provides a visual totalized meter reading.  Meters equipped with radio technology (endpoints) receive flow measurement data from battery-powered encoder registers attached to the water meter, which is encrypted and transmitted via radio frequency to a receiver that collects and formats the data appropriately for water utility usage and billing systems.  These remotely read or mobile, systems are classified as either automatic meter reading (AMR) systems, where a vehicle equipped for meter reading purposes, including a radio receiver, computer and reading software, collects the data from utilities’ meters; or fixed network advanced metering infrastructure (AMI) systems, where data is gathered utilizing a network (either fixed or cellular) of permanent data collectors or gateway receivers that are always active or listening for theable to receive radio data transmission from the utilities’ meters. AMI systems eliminate the need for utility personnel to drive through service territories to collect data from the meters.  These systems provide the utilities with more frequent and diverse data from their meters at specified intervals.

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The ORION® branded family of radio endpoints provides water utilities with a range of industry-leading options for meter reading.  These include ORION Migratable (ME) (for mobilefor AMR meter reading),reading, ORION Fixed Network (SE) (forfor traditional fixed network applications),applications, and ORION Cellular (forfor an infrastructure-free meter reading).reading solution.  ORION Migratable makes the migration to fixed network easier for utilities that prefer to start with mobile reading and later adopt fixed network communications, allowing utilities to choose a solution for their current needs and be positioned for their future operational changes.  ORION Cellular eliminates the need for utility-owned fixed network infrastructure, allows for rapidgradual or full deployment, and decreases ongoing maintenance.

Critical to the water metering ecosystem is information and analytics.  The Company’s BEACON® AMA Managed Solution is the latest in metering technology. BEACON AMA combines the BEACON analyticalAdvanced Metering Analytics (AMA) software suite with proven ORION technologies using two-way fixed and cellular networks in a managed solution, improvingimproves the utilities’ visibility of their water consumption and eliminating the need for costly utility-managed infrastructure.

Water meter replacement and the adoption and deployment of new technology comprise the majority of water meter product sales, including radio products.  To a much lesser extent, housing starts also contribute to the new product sales base.  Over the last decade, there has been a growing trend in the conversion from manually read water meters to meters with radio technology.  This conversion rate is accelerating, and contributes to an increased water meter and radio solutions base ofwith the business. The Company estimatesestimating that approximately 55%60% of water meters installed in the United States have been converted to a radio solutionssolution technology.

The Company’s strategy isnet sales and corresponding net earnings depend on unit volume and product mix, with the Company generally earning higher average selling prices and margins on meters equipped with radio technology, and higher margins on ultrasonic compared to fulfill customers’ metering expectationsmechanical meters.  The Company’s proprietary radio products (i.e. ORION) generally result in higher margins than remarketed, non-proprietary technology products.  The Company also sells registers and requirements with its proprietary meter reading systems or other systems available through its alliance partnersendpoints separately to customers who wish to upgrade their existing meters in the marketplace.

Flow instrumentation products serveare used in flow measurement and control applications across a broad industrial spectrum, occasionally leveraging the same technologies used in the municipal water category.  Specialized communication protocols that control the entire flow measurement process and mandatory certifications drive these markets.  The Company’s specific flow measurementCompany provides both standard and control applications and technologies serve the flow measurement market through both customized and standard flow instrumentation solutions.

The industries served by the Company’s flow instrumentation products face accelerating demands to contain costs, reduce product variability, and meet ever-changing safety, regulatory and sustainability requirements.  To address these challenges, customers must reap more value from every component in their systems.  This system-wide scrutiny has heightened the focus on flow instrumentation in industrial process, manufacturing, commercial fluid, building automation and precision engineering applications where flow measurement and control are critical.

A leader in both mechanical and ultrasonic (electronic)static (ultrasonic) flow metering technologies for industrial markets, the Company offers one of the broadest flow measurement, control and communication portfolios in the market.  This portfolio carries respected brand names including Recordall®, E-Series®, ORION, Hedland®, Dynasonics®, Blancett®, and Research Control®, and includes eight of the ten major flow meter technologies.  Customers rely on the Company for application-specific solutions that deliver accurate, timely and dependable flow data and control essential for product quality, cost control, safer operations, regulatory compliance and more sustainable operations.

The Company's products are sold throughout the world through employees, resellers and representatives.  Depending on the customer mix, there can be a moderate seasonal impact on sales, primarily relating to higher sales of certain municipal water products during the spring and summer months.  No single customer accounts for more than 10% of the Company's sales.

The Company sellsfaces competition for both its products,municipal water and theflow instrumentation product lines.  The competition varies from moderate to intense.strong depending upon the products involved and the markets served.  Major competitors for utilitymunicipal water meters include Sensus, Neptune Technology GroupXylem, Inc. (“Sensus”), Roper Technologies, Inc. (“Neptune”), Master Meter, Inc. and Mueller Water Products, Inc.  Together with Badger Meter, it is estimated that these companies sell in excess of 90% of the water meters in the North American market, which has historically been somewhat insulated from penetration by other competitors due to the nature of the mechanical technology used and the standards promulgated by the American Water Works Association. In recent years, the Company, as well as some of its competitors, have introduced various forms of electronic meters, which have no moving parts, and have seen sales of those products beginused.  As static metering technology continues to grow. As the global water metering market, includinggain traction in the North American market, begins to adopt these technologies,additional competitors include firms such as Kamstrup A/S, Diehl Metering GmbH and Itron, Inc. are, although these competitors lack brand recognition and product breadth and do not have extensive water utility channel distribution to effectively reach the more than 50,000 water utilities in the United States, which impedes their ability to compete.  In addition, as previously noted, the technology acceptance overall also potential competitors.

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The Company's primary competitors for municipal water utility radio products in North America are Itron, Inc., Hubbel, Inc. (Aclara Technologies), Neptune Technology Group Inc. and Sensus.  OutsideThe vast majority of North America, the primary competitors include Itron, Inc., Sensus, Diehl Metering GmbH and Elster Group GmbH. While the Company sellsCompany’s radio sales are of its own proprietary radio systems (ORION and GALAXY®), it is; however, the Company may also a resellerresell other radio products as part of thean overall smart meter solution (e.g. Aclara, Itron® products. ).  

A number of the Company's competitors in certain markets have greater financial resources than the Company.  The Company, however, believes it currently provides the leading technologies in water meters and water-dedicated radio water systems.solutions and analytics.  As a result of significant research and development activities, the Company enjoys favorable patent positions and trade secret protections for several of its technologies, products and processes.

There are many competitors in the flow instrumentation markets due to the various end markets and applications being served.  For example, major competitors in the flow instrumentation marketsThey include, among others, Emerson Electric Company, Krohne Messtechnik GmbH, Endress+Hauser AG, and Yokogawa Electric Corporation. In the HVAC market, the key competitor is Onicon Incorporated. In upstream oilCorporation and gas, Cameron International Corporation is the primary competitor. The Company competes with AW-Lake Company in the measurement of on-machine hydraulic fluids.International.  With a broad portfolio consisting of products utilizing eight of the ten major flow meter technologies, the Company is well positioned to compete in niche, specialized applications within these markets, primarily focused on the water/wastewater, HVAC, oil & gas and chemical/petrochemical end markets.

The Company's total backlog of unshipped orders at December 31, 20162019 and 20152018 was $40.5$27.2 million and $35.7$29.9 million, respectively.  The backlog is comprised of firm orders and signed contractual commitments, or portions of such commitments that call for shipment within 12 months.  Backlog can be significantly affected by the timing of orders for large projects and the amounts can vary due to the timing of work performed.

Raw materials used in the manufacture of the Company's products include purchased castings made of metal or alloys (such as brass, which uses copper as its main component, aluminum, stainless steel and cast iron), plastic resins, glass, microprocessors and other electronic subassemblies, and components.  There are multiple sources for these raw materials and components, but the Company relies on single suppliers for certain brass castings, certain resins and certain electronic subassemblies.  The Company believes these items would be available from other sources, but that the loss of certain suppliers wouldmay result in a higher cost of materials, delivery delays, short-term increases in inventory and higher quality control costs in the short term.  The Company carries business interruption insurance on key suppliers.  The Company's purchases of raw materials are based on production schedules, and as a result, inventory on hand is generally not exposed to price fluctuations.  World commodity markets and currency exchange rates may also affect the prices of material purchased in the future.  The Company does not hold significant amounts of precious metals.

Expenditures for research and development activities relatingrelated to the development of new products, the improvement of existing products and manufacturing process improvements were $11.9 million in 2019, $11.1 million in 2018 and $10.6 million in both 2016 and 2015 compared to $9.5 million in 2014.2017.  Research and development activities are primarily sponsored by the Company.  The Company also engages from time to time in some joint research and development with other companies.

The Company owns or controls several trade secrets and many patents, trademarks and trade names in the United States and other countries that relate to its products and technologies.  No single patent, trademark, trade name or trade secret is material to the Company's business as a whole.

The Company is subject to contingencies related to environmental laws and regulations. The Company is named as one of many potentially responsible parties in two landfill lawsuits. The landfill sites are impacted by the Federal Comprehensive Environmental Response, Compensation and Liability Act and other environmental laws and regulations. At this time, the Company does not believe the ultimate resolution of these matters will have a material adverse effect on the Company’s financial position or results of operations, either from a cash flow perspective or on the financial statements as a whole. This belief is based on the Company’s assessment of its limited past involvement with these landfill sites as well as the substantial involvement of and government focus on other named third parties with these landfill sites. However, due to the inherent uncertainties of such proceedings, the Company cannot predict the ultimate outcome of any of these matters.  A future change in circumstances with respect to these specific matters or with respect to sites formerly or currently owned or operated by the Company, off-site disposal locations used by the Company, and property owned by third parties that is near such sites, could result in future costs to the Company and such amounts could be material.  Expenditures for compliance control provisions and regulations during 2016, 20152019, 2018 and 20142017 were not material.

The Company and its subsidiaries employed 1,5621,567 persons at December 31, 2016, 1142019. Approximately 108 of whomthese employees are covered by a collective bargaining agreement with District 10 of the International Association of Machinists.  The Company is currently operating under a three-year contract with the union, which expires on October 31, 2019.2022.  The Company believes it has good relations with the union and all of its employees.

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Information about the Company’s Executive Officers

The following table sets forth certain information regarding the Executive Officers of the Registrant.

There are no family relationships between any of the executive officers.  Officers are elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders.  Each officer holds office until his or her successor has been elected or until his or her death, resignation or removal.  There is no arrangement or understanding between any executive officer and any other person pursuant to which he or she was elected as an officer.

Mr. Meeusen has served as Chairman,Bockhorst was elected President andin April 2018, Chief Executive Officer for more than five years.

Mr. Wrocklage was elected Vice President – Chief Financial Officer and Treasurer in 2019 and Senior Vice President – Chief Financial Officer in January 2020 after serving as Vice President - Finance for more than five years.     

Ms. Bauer was elected Vice President - Investor Relations, Corporate Strategy and Treasurer effective June 2019.  She joined Badger Meter in July 2018 as Director, Investor Relations and Corporate Strategy. In her role she also oversees the Company’s ESG (Environmental, Social & Governance) initiatives. Prior to joining Badger Meter, she served at Actuant Corporation (now Enerpac Tool Group), most recently as Director, Investor Relations & Communications.

Mr. Begale has served as Vice President - Engineering for more than five years.

Mr. Bergum has served as Vice President - General Counsel and Secretary for more than five years.

Mr. Gomez was elected Vice President – Flow Instrumentation and International Utility in March 2019. Mr. Gomez served as Vice President - Business Development and Flow Instrumentation from April 2017 to March 2019, Vice President - Flow Instrumentation from September 2014 to April 2017, and Vice President - Business Development from December 2010 to September 2014.

Ms. Jashinsky was elected Vice President - Human Resources in October 2016.  Prior to joining the Company, Ms. Jashinsky was Vice President of Human Resources at Gannett Company, Inc. from February 2015 to July 2016, Senior Vice President Human Resources at Fiserv, Inc. from March 2014 to February 2015, and Vice President - Global Corporate Human Resources at Johnson Controls, Inc. from May 2010 to February 2014.

Mr. GomezParisen was elected Vice President - Flow InstrumentationGlobal Operations in September 2014. Mr. Gomez servedJune 2019.  He joined Badger Meter in August 2018 as Senior Director, Global Supply Chain.  Prior to joining Badger Meter, he was employed at Actuant Corporation (now Enerpac Tool Group) where he most recently held the position of Vice President - Business Development from December 2010 to September 2014.

Ms. Stoll has served as Vice President - International OperationsSales and Marketing for more than five years.

Mr. Serdynski has served as Vice President - Manufacturing for more than five years.

The Company distributessells its products through employees, resellers and representatives throughout the world.  Additionally, the Company has a sales, distribution and manufacturing facility in Neuffen, Germany; sales and customer service offices in Mexico, Singapore, China, United Arab Emirates and Slovakia; manufacturing facilities in Nogales, Mexico; and manufacturing and sales facilities inMexico, Brno, Czech Republic and Bern, Switzerland.Switzerland; and a development facility in Luleå, Sweden.  The Company exports products from the United States that are manufactured in Milwaukee, Wisconsin; Racine, Wisconsin;Wisconsin and Tulsa, Oklahoma; and Scottsdale, Arizona.

Information about the Company's foreign operations and export sales is included in Note 109 “Industry Segment and Geographic Areas” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 20162019 Annual Report on Form 10-K.

The Company operates in one industry segment as an innovator, manufacturer and marketer of products incorporating flow measurement, control and communication solutions as describedsolutions.  Information about the Company's sales, operating earnings and assets is included in the Consolidated Financial Statements and in Note 109 “Industry Segment and Geographic Areas” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 20162019 Annual Report on Form 10-K.

Shareholders, potential investors and other readers are urged to consider the significant business risks described below in addition to the other information set forth or incorporated by reference in this 20162019 Annual Report on Form 10-K, including the “Special Note Regarding Forward Looking Statements” at the front of this 20162019 Annual Report on Form 10-K.  If any of the events contemplated by the following risks actually occur, our financial condition or results of operations could be materially adversely affected.  The following list of risk factors may not be exhaustive.  We operate in a continually changing business, economic and geopolitical environment, and new risk factors may emerge from time to time.  We can neither predict these new risk factors with certainty nor assess the precise impact, if any, on our business, or the extent to which any factor, or combination of factors, may adversely impact our results of operations.  While there is much uncertainty, we do analyze the risks we face, perform a probability assessment of their impacts and attempt to soften their potential impact when and if possible.

Competitive pressures in the marketplace for our products could adversely affect our competitive position, leading to a possible loss of market share or a decrease in prices, either of which could result in decreased revenues and profits.  We operate in an environment where competition varies from moderate to intensestrong and a number of our competitors have greater financial resources.  Our competitors also include alliance partners that sell products that do or may compete with our products, particularly those that provide radio solutions.products.  The principal elements of competition for our most significant product applications, residential and commercial water meters for the municipal water utility market (with various radio technology systems), are price, product technology, quality and service.  The competitive environment is also affected by the movement toward radio technologies and away from manually read meters, the demand for replacement units and, to some extent, such things as global economic conditions, the timing and size of governmental programs such as stimulus fund programs, the ability of municipal water utility customers to authorize and finance purchases of our products, our ability to obtain financing, housing starts in the United States, and overall economic activity.  For our flow instrumentation products, the competitive environment is affected by the general economic health of various industrial sectors particularly in the United States and Europe.

We believe that our future success depends, in part, on our ability to develop technologically advanced products that meet or exceed appropriate industry standards.  Although we believe that we currently have a competitive advantage in this area, maintaining such advantage will require continued investment in research and development, sales, marketing and manufacturing capabilities.  There can be no assurance that we will have sufficient resources to make such investments or that we will be able to make the technological advances necessary to maintain such competitive advantage.  If we are unable to maintain our competitive advantage, our future financial performance may be adversely affected.  We are not currently aware of any emerging standards, technologies or new products that could render our existing products obsolete in the near term.  The municipal water utility industry is beginningcontinuing to see the adoption of ultrasonic (electronic)static water meters.  ElectronicStatic water metering has lower barriers to entry that could affect the competitive landscape in North America.  We believe we have a competitive product, if the adoption rate for electronicstatic meters were to accelerate.

We are affected by the availability and prices for raw materials and component parts, including purchased castings made of metal or alloys (such as brass, which uses copper as its main component, aluminum, stainless steel and cast iron), plastic resins, glass, microprocessors and other electronic subassemblies, and components that are used in the manufacturing process.  The inability to obtain adequate supplies of raw materials and component parts for our products at favorable prices could have a material adverse affecteffect on our business, financial condition or results of operations by decreasing profit margins and by negatively impacting timely deliveries to customers.  In the past, we have been able to offset price increases in raw materials and component parts by increased sales prices, active materials management, product engineering programs and the diversity of materials used in the production processes.  However, we cannot be certain that we will be able to accomplish this in the future.  Since we do not control the actual production of these raw materials and component parts, there may be delays caused by an interruption in the production or transportation of these materials for reasons that are beyond our control.  World commodity markets and inflation may also affect raw material and component part prices.

As a supplier of products and software, the majority of which are to water utilities, we may be adversely affected by global economic conditions, delays in governmental programs created to stimulate the economy, and the impact of government budget cuts or partial shutdowns of governmental operations that affect our customers, including independent distributors, large city utilities, public and private water companies and numerous smaller municipal water utilities.  These customers may delay capital projects, including non-critical maintenance and upgrades, or may not have the ability to authorize and finance purchases during economic downturns or instability in world markets.  We also sell products for other applications to reduce our dependency on the municipal water market.  A significant downturn in this market could cause a material adverse impact on sales and operating results.  Therefore, a downturn in general economic conditions, as well as in the municipal water market, and delays in the timing or amounts of possible economic stimulus fund programs, government budget cuts or partial shutdowns of governmental operations, or the availability of funds to municipalities could result in a reduction in demand for our products and services and could harm the business.

We may be affected by adjustments to economic and trade polices,policies, such as taxation, andchanges to or withdrawal from international trade agreements, or the like, when countries where we produce or sell our products change leadership or economic policies.  These types of changes, as well as any related regulatory changes, could significantly increase our costs and adversely affect our profitability and financial condition.

Climate changes and weather conditions may affect, or cause volatility in, our financial results.  Drought conditions could drive higher demand for smart water solutions that advance conservation efforts in residential and commercial applications.  Our sales also may be adversely affected by unusual weather, weather patterns or other natural phenomena that could have an impact on the timing of orders in given periods, depending on the particular mix of customers being served by us at the time.

If we fail to maintain and enforce quality control and testing procedures, our products will not meet required performance standards.  Product quality and performance are a priority for us since our products are used in various applications where precise control of fluids is essential.  Although we believe we have a very good reputation for productour products are perceived as high quality, any future production and/or sale of substandard products wouldcould seriously harm our reputation, resulting in both a loss of current customers to competitors and damage to our ability to attract new customers.  In addition, if any of our products prove to be defective, we may be required to participate in a recall involving such products.products or incur warranty related expenses.  A successful claim brought against us with respect to a defective product in excess of available insurance coverage, if any, or a requirement to participate in a major product recall, could have a material adverse affecteffect on our business, results of operations or financial condition.

From time to time, we are subject to legal proceedings and claims that arise in the ordinary course of business.  For example, we may be subject to workers' compensation claims, employment/labor disputes, customer and supplier disputes, product liability claims, intellectual property disputes and contractual disputes related to warranties arising out of the conduct of our business.  Litigation may result in substantial costs and may divert management's attention and resources, which could adversely affect our profitability or financial condition.

We sell and install software products, including some that are provided in "the“the cloud,"” that may contain unexpected design defects or may encounter unexpected complications during installation or when used with other technologies utilized by the customer.  A failure of our technology products to operate as intended and in a seamless fashion with other products or a failure or breach of a cloud network could materially and adversely affect our results of operations, financial position and cash flows.

The Company periodically assumes the role as aof prime contractor for providing complete technology systems, installation and project management to governmental entities, which brings with it added risks, including but not limited to, our responsibility for managing subcontractor performance and project timelines and the potential for expanded warranty and performance obligations.  While we have managed a limited number of these types of arrangements, it is possible to encounter a situation where we may not be able to perform up to the expectations of the governmental entity, and thus incur additional costs that could affect our profitability or harm our reputation.

Our ability to serve customers, as well as increase revenues and control costs, depends in part on the reliability of our sophisticated technologies, system networks and cloud-based software.  We use information technology and other systems to manage our business in order to maximize our revenue, effectiveness and efficiency.  Unauthorized parties gaining access to digital systems and networks for purposes of misappropriating assets or sensitive financial, personal or business information, corrupting data, causing operational disruptions and other cyber-related risks could adversely impact our customer relationships, business plans and our reputation.  In some cases, we are dependent on third-party technologies and service providers for which there is no certainty of uninterrupted availability or through which hackers could gain access to sensitive and/or personal information.  These potential disruptions and cyber-attacks could negatively affect revenues, costs, customer demand, system availability and our reputation.

We rely on our agreements with customers, confidentiality agreements with employees, and our trademarks, trade secrets, copyrights and patents to protect our proprietary rights.  These legal protections and precautions may not prevent misappropriation of our proprietary information.  In addition, substantial litigation regarding intellectual property rights exists in the software industry, and software products may increasingly be subject to third-party infringement claims.  Such litigation and misappropriation of our proprietary information could hinder our ability to market and sell products and services and our results of operations, financial position and cash flows could be materially and adversely affected.

We are subject to a variety of laws in various countries and markets, such as those regulating lead or other material content in certain of our products, the handling and disposal of certain electronic materials, the use and/or licensing of radio frequencies necessary for radio products, data privacy and protection, as well as customs and trade practices.  We cannot predict the nature, scope or affecteffect of future environmental or regulatory requirements to which our operations might be subject or the manner in which existing or future laws will be administered or interpreted.  Compliance with such laws or regulations may entail additional expenses that could decrease profitability. We are subject to a variety of environmental laws, such as lead content in certain meters incorporating brass housings or the handling of certain electronic materials, and regulatory laws affecting the use and/or licensing of radio frequencies necessary for radio products, as well as regulations related to customs and trade practices. Currently, the cost of complying with existing laws is included as part of our on-going expenses and does not have a material affecteffect on our business or financial position, but a change in the future could adversely affect our profitability.

Since we sell products worldwide as well as manufacture products in several countries, we are subject to risks associated with doing business internationally.  These risks include such things as changes in foreign currency exchange rates, changes in political or economic conditions of specific countries or regions, potentially negative consequences from changes in tax laws or regulatory requirements, differing labor regulations, and the difficulty of managing widespread operations.

Our success depends on our continued ability to identify, attract, develop and retain skilled personnel throughout our organization.  Current and future compensation arrangements, including benefits, may not be sufficient to attract new employees or retain existing employees, which may hinder our growth.

In foreign countries where we operate, a risk exists that our employees, third party partners or agents could engage in business practices prohibited by applicable laws and regulations, such as the FCPA.  Such anti-corruption laws generally prohibit companies from making improper payments to foreign officials, and require companies to keep accurate books and records, and maintain appropriate internal controls.  Our policies mandate strict compliance with such laws and we devote resources to ensure compliance.  However, we operate in some parts of the world that have experienced governmental corruption, and, in certain circumstances, local customs and practice might not be consistent with the requirements of anti-corruption laws.  We remain subject to the risk that our employees, third party partners or agents will engage in business practices that are prohibited by our policies and violate such laws and regulations.  Violations by us or a third party acting on our behalf could result in significant internal investigation costs and legal fees, civil and criminal penalties, including prohibitions on the conduct of our business and reputational harm.

We may also be subject to legal liability and reputational damage if we violate U.S. trade sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), the European Union, and the United Nations and trade sanction laws, such as the Iran Threat Reduction and Syria Human Rights Act of 2012.

As part of our business strategy, we continue to evaluate and may pursue selected business or product acquisition opportunities that we believe may provide us with certain operating and financial benefits.  There can be no assurance that we will identify or complete transactions with suitable acquisition candidates in the future.  If we complete any such acquisitions, they may require integration into our existing business with respect to administrative, financial, sales, marketing, manufacturing and other functions to realize these anticipated benefits.  If we are unable to successfully integrate a business or product acquisition, we may not realize the benefits identified in our due diligence process, and our financial results may be negatively impacted.  Additionally, significant unexpected liabilities may arise during or after completion of an acquisition.

In the normal course of business, the Company is named in legal proceedings from time to time.  There are currently no material legal proceedings pending with respect to the Company. The more significant legal proceedings are discussed below.

The Company is subject to contingencies related to environmental laws and regulations.  Information about the Company's compliance with environmental regulations is included in Part I, Item 1 of this 20162019 Annual Report on Form 10-K under the heading “Environmental Protection.”

Not applicable.

The Company’s Common Stock is traded on the New York Stock Exchange (NYSE Trading Symbol: BMI).  At February 3, 2020, there were approximately 788 holders of the Company’s Common Stock. Other information required by this Item is set forth in Note 112 “Common Stock” and Note 10 “Unaudited: Quarterly Results of Operations, Common Stock Price and Dividends” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 20162019 Annual Report on Form 10-K.

The following information in Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates it by reference into such a filing.

The following graph compares on a cumulative basis the yearly percentage change since January 1, 20122015 in (a) the total shareholder return on the Company’s Common Stock with (b) the total return on the Russell 20002000® Index, and (c) the total return of the peer group made up of 1514 companies, including the Company, in similar industries and with similar market capitalization.

The graph assumes $100 invested on December 31, 2011.2014.  It further assumes the reinvestment of dividends.  The returns of each component company in the peer groups have been weighted based on such company's relative market capitalization.