DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION | 9 Months Ended |
Sep. 29, 2017shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Colfax CORP |
Entity Central Index Key | 1,420,800 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Trading Symbol | CFX |
Entity Common Stock, Shares Outstanding | 123,115,844 |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 29, 2017 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2,017 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 844,509 | $ 766,521 | $ 2,426,101 | $ 2,373,345 |
Cost of sales | 580,610 | 528,207 | 1,664,309 | 1,630,953 |
Gross profit | 263,899 | 238,314 | 761,792 | 742,392 |
Selling, general and administrative expense | 181,835 | 167,851 | 533,550 | 526,972 |
Restructuring and other related charges | 7,298 | 11,752 | 23,131 | 37,998 |
Operating income | 74,766 | 58,711 | 205,111 | 177,422 |
Interest expense | 11,328 | 6,892 | 29,106 | 24,988 |
Income from continuing operations before income taxes | 63,438 | 51,819 | 176,005 | 152,434 |
Provision for income taxes | 13,816 | 11,271 | 46,128 | 40,852 |
Net income from continuing operations | 49,622 | 40,548 | 129,877 | 111,582 |
Income (loss) from discontinued operations, net of taxes | 2,082 | (8,349) | 21,790 | (9,210) |
Net income | 51,704 | 32,199 | 151,667 | 102,372 |
Less: income attributable to noncontrolling interest, net of taxes | 5,841 | 4,229 | 13,867 | 12,033 |
Net income attributable to Colfax Corporation | $ 45,863 | $ 27,970 | $ 137,800 | $ 90,339 |
Net income (loss) per share - basic | ||||
Continuing operations | $ 0.36 | $ 0.30 | $ 0.94 | $ 0.81 |
Discontinued operations | 0.01 | (0.07) | 0.18 | (0.08) |
Consolidated operations | 0.37 | 0.23 | 1.12 | 0.73 |
Net income (loss) per share - diluted | ||||
Continuing operations | 0.35 | 0.30 | 0.94 | 0.81 |
Discontinued operations | 0.02 | (0.07) | 0.17 | (0.08) |
Consolidated operations | $ 0.37 | $ 0.23 | $ 1.11 | $ 0.73 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 51,704 | $ 32,199 | $ 151,667 | $ 102,372 |
Other comprehensive income (loss): | ||||
Foreign currency translation, net of tax of $(551), $462, $(1,633) and $2,898 | 89,771 | (31,679) | 257,682 | (185,743) |
Unrealized gain (loss) on hedging activities, net of tax of $(6,249), $(12,108), $(14,872) and $(13,807) | (7,755) | 9,146 | (22,108) | 3,826 |
Amounts reclassified from Accumulated other comprehensive loss: | ||||
Amortization of pension and other post-retirement net actuarial loss, net of tax of $722, $454, $2,658 and $1,908 | 2,466 | 827 | 5,102 | 3,459 |
Amortization of pension and other post-retirement prior service cost, net of tax of $24, $22, $71 and $66 | 38 | 44 | 115 | 120 |
Foreign currency translation adjustment resulting from Venezuela deconsolidation | 0 | (2,378) | 0 | (2,378) |
Other comprehensive income (loss) | 84,520 | (19,284) | 240,791 | (175,960) |
Comprehensive income (loss) | 136,224 | 12,915 | 392,458 | (73,588) |
Less: comprehensive income attributable to noncontrolling interest | 5,041 | 7,940 | 20,085 | 16,968 |
Comprehensive income (loss) attributable to Colfax Corporation | $ 131,183 | $ 4,975 | $ 372,373 | $ (90,556) |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Parenthetical] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation, tax | $ (551) | $ 462 | $ (1,633) | $ 2,898 |
Unrealized loss on hedging activities, tax | (6,249) | (12,108) | (14,872) | (13,807) |
Amortization of pension and other post-retirement net actuarial loss, tax | 722 | 454 | 2,658 | 1,908 |
Amortization of pension and other post-retirement prior service cost, tax | $ 24 | $ 22 | $ 71 | $ 66 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 260,414 | $ 208,814 |
Trade receivables, less allowance for doubtful accounts of $30,042 and $29,005 | 957,215 | 838,796 |
Inventories, net | 414,556 | 364,972 |
Other current assets | 188,221 | 175,721 |
Current portion of assets held for sale | 494,463 | 150,275 |
Total current assets | 2,314,869 | 1,738,578 |
Property, plant and equipment, net | 512,561 | 537,740 |
Goodwill | 2,527,141 | 2,350,996 |
Intangible assets, net | 935,804 | 884,038 |
Other assets | 547,941 | 520,031 |
Assets held for sale, less current portion | 0 | 307,057 |
Total assets | 6,838,316 | 6,338,440 |
LIABILITIES AND EQUITY | ||
Current portion of long-term debt | 5,861 | 5,406 |
Accounts payable | 543,725 | 515,520 |
Customer advances and billings in excess of costs incurred | 129,893 | 140,220 |
Accrued liabilities | 336,744 | 311,326 |
Current portion of liabilities held for sale | 272,407 | 87,183 |
Total current liabilities | 1,288,630 | 1,059,655 |
Long-term debt, less current portion | 1,334,627 | 1,286,738 |
Other liabilities | 701,261 | 732,729 |
Liabilities held for sale, less current portion | 0 | 165,974 |
Total liabilities | 3,324,518 | 3,245,096 |
Equity: | ||
Common stock, $0.001 par value; 400,000,000 shares authorized; 123,115,844 and 122,780,261 issued and outstanding | 123 | 123 |
Additional paid-in capital | 3,220,073 | 3,199,682 |
Retained earnings | 833,200 | 685,411 |
Accumulated other comprehensive loss | (753,772) | (988,345) |
Total Colfax Corporation equity | 3,299,624 | 2,896,871 |
Noncontrolling interest | 214,174 | 196,473 |
Total equity | 3,513,798 | 3,093,344 |
Total liabilities and equity | $ 6,838,316 | $ 6,338,440 |
CONDENSED CONSOLIDATED BALANCE6
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 |
Condensed Consolidated Balance Sheet (Parenthetical) [Abstract] | ||
Trade receivables, allowance for doubtful accounts | $ 30,042 | $ 29,005 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 123,115,844 | 122,780,261 |
Common Stock, Shares, Outstanding | 123,115,844 | 122,780,261 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF EQUITY - 9 months ended Sep. 29, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Noncontrolling Interest [Member] |
Balance at Dec. 31, 2016 | $ 3,093,344 | $ 123 | $ 3,199,682 | $ 685,411 | $ (988,345) | $ 196,473 |
Shares, Outstanding at Dec. 31, 2016 | 122,780,261 | |||||
Cumulative effect of accounting change | 9,989 | 9,989 | ||||
Net income attributable to Colfax Corporation | 137,800 | 137,800 | ||||
Net income attributable to noncontrolling interest | 13,867 | 13,867 | ||||
Net income | 151,667 | |||||
Distributions to noncontrolling owners | (2,384) | (2,384) | ||||
Other comprehensive income, net of tax of $(13.8) million | 240,791 | 234,573 | 6,218 | |||
Common stock-based award activity | 20,391 | $ 0 | 20,391 | |||
Common stock-based award activity (in shares) | 335,583 | |||||
Balance at Sep. 29, 2017 | $ 3,513,798 | $ 123 | $ 3,220,073 | $ 833,200 | $ (753,772) | $ 214,174 |
Shares, Outstanding at Sep. 29, 2017 | 123,115,844 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENT OF EQUITY Statement of Stockholders' Equity [Parenthetical] $ in Millions | 9 Months Ended |
Sep. 29, 2017USD ($) | |
Statement of Stockholders' Equity [Parenthetical] [Abstract] | |
Other comprehensive loss, tax | $ (13.8) |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 29, 2017 | Sep. 30, 2016 | |
Net income | $ 151,667 | $ 102,372 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and impairment charges | 101,843 | 107,101 |
Stock-based compensation expense | 15,633 | 13,920 |
Non-cash interest expense | 3,340 | 3,126 |
Deferred income tax benefit | (6,046) | (1,171) |
Gain on sale of facility | (10,557) | 0 |
Changes in operating assets and liabilities: | ||
Trade receivables, net | (96,472) | (28,341) |
Inventories, net | (38,493) | 2,932 |
Accounts payable | (3,308) | (23,899) |
Customer advances and billings in excess of costs incurred | (18,405) | (48,167) |
Changes in other operating assets and liabilities | 15,489 | (26,019) |
Net cash provided by operating activities | 114,691 | 101,854 |
Cash flows from investing activities: | ||
Purchases of fixed assets, net | (20,650) | (41,671) |
Acquisitions, net of cash received | (56,931) | 0 |
Net cash used in investing activities | (77,581) | (41,671) |
Cash flows from financing activities: | ||
Payments under term credit facility | (46,878) | (28,125) |
Proceeds from borrowings on revolving credit facilities and other | 594,159 | 659,469 |
Repayments of borrowings on revolving credit facilities and other | (911,462) | (676,257) |
Proceeds from borrowings on senior unsecured notes | 374,450 | 0 |
Proceeds from issuance of common stock, net | 4,758 | 413 |
Repurchases of common stock | 0 | (20,812) |
Other | (8,851) | (7,830) |
Net cash provided by (used in) financing activities | 6,176 | (73,142) |
Effect of foreign exchange rates on Cash and cash equivalents | 7,434 | 7,150 |
Increase (decrease) in Cash and cash equivalents | 50,720 | (5,809) |
Cash and Cash Equivalents- beginning of period | 221,730 | 197,469 |
Cash and Cash Equivalents- end of period | $ 272,450 | $ 191,660 |
General (Text Block)
General (Text Block) | 9 Months Ended |
Sep. 29, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | General Colfax Corporation (the “Company” or “Colfax”) is a leading diversified industrial technology company that provides gas and fluid handling and fabrication technology products and services to customers around the world through the Howden, ESAB and Colfax Fluid Handling businesses. On September 24, 2017 (the “Purchase Agreement Date”), the Company and CIRCOR International, Inc. a Delaware corporation (“CIRCOR” or the “Buyer”) entered into a definitive purchase agreement (the “Purchase Agreement”), pursuant to which CIRCOR has agreed to purchase certain subsidiaries and assets comprising Colfax’s fluid handling business (“Fluid Handling”) for an estimated aggregate consideration of $860 million including cash consideration of $542 million and approximately 3.3 million newly-issued shares of Buyer common stock, and the assumption of certain liabilities, including certain pension liabilities. The estimated aggregate consideration reflects the CIRCOR share price as of the close of trading on September 22, 2017 , which may vary based on the trading price for CIRCOR shares on the closing date as well as other purchase price adjustments, including cash on hand. The sale is expected to close during the three months ending December 31, 2017, subject to regulatory approval and other customary closing conditions. Herein, the Company has presented its operations for the Fluid Handling business as discontinued operations in the Company’s Condensed Consolidated Financial Statements. Prior period amounts have been adjusted to present the discontinued operations on a consistent basis. See Note 3, “Discontinued Operations” for further information. The Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. The Condensed Consolidated Balance Sheet as of December 31, 2016 is derived from the Company’s audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC’s rules and regulations for interim financial statements. The Condensed Consolidated Financial Statements included herein should be read in conjunction with the audited financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “ 2016 Form 10-K”), filed with the SEC on February 14, 2017 . During the three months ended September 29, 2017, the Company identified specific intercompany amounts within the Fabrication Technology segment that were incorrectly reported in Total assets and Total liabilities of the Consolidated Balance Sheet as of December 31, 2016. As a result, the Company has adjusted its Consolidated Balance Sheet as of December 31, 2016 as presented herein to reduce Other current assets and Accounts payable by $47.0 million . This revision did not have an overall net effect on Net cash provided by operating activities and had no effect on Net income for any prior period. The Company has corrected the issue as of September 29, 2017 in the comparative financial statements and amounts have been eliminated in the Condensed Consolidated Balance Sheet as of this date. The Condensed Consolidated Financial Statements reflect, in the opinion of management, all adjustments, which except as discussed above, consist solely of normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations as of and for the periods indicated. Intercompany transactions and accounts are eliminated in consolidation. Certain prior period amounts have been reclassified to conform to current year presentations. The Company makes certain estimates and assumptions in preparing its Condensed Consolidated Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates. The results of operations for the three and nine months ended September 29, 2017 are not necessarily indicative of the results of operations that may be achieved for the full year. Quarterly results are affected by seasonal variations in the Company’s business. As our gas and fluid handling customers seek to fully utilize capital spending budgets before the end of the year, historically our shipments have peaked during the fourth quarter. Also, our European operations typically experience a slowdown during the July and August and December holiday seasons. General economic conditions may, however, impact future seasonal variations. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements (Text Block) | 9 Months Ended |
Sep. 29, 2017 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The ASU outlines a single set of comprehensive principles for recognizing revenue under U.S. GAAP and supersedes existing revenue recognition guidance. The main principle of the ASU is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company will apply the ASU and its related updates on a full retrospective basis as of January 1, 2018. To evaluate the effect the ASU will have on the Company’s financial statements and related disclosures, the Company developed a comprehensive project plan that included representatives from across the Company’s operating segments. The Company is in the final stages of validating its preliminary conclusion that the adoption of the ASU will not have a material impact on the Consolidated Financial Statements. In addition, the Company is in the process of evaluating the qualitative and quantitative disclosure guidance of the new ASU for possible enhancements to the Company’s financial statements that will enable users to better understand the nature, amount, timing, and uncertainty of revenues and cashflows arising from contracts with customers. In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330) - Simplifying the Measurement of Inventory”. The ASU requires an entity to measure inventory at the lower of cost and net realizable value, except for inventory that is measured using the last-in, first-out method or the retail inventory method. The Company adopted the ASU during the nine months ended September 29, 2017 on a prospective basis. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The ASU requires, among other things, a lessee to recognize assets and liabilities associated with the rights and obligations attributable to most leases but also recognize expenses similar to current lease accounting. The ASU also requires certain qualitative and quantitative disclosures designed to assess the amount, timing and uncertainty of cash flows arising from leases, along with additional key information about leasing arrangements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The new guidance must be adopted using a modified retrospective transition and provides for certain practical expedients. The Company is in the process of analyzing initial data gathered to evaluate the impact of adopting the ASU on its Consolidated Financial Statements, the related systems required to capture the increased reporting and disclosures associated with the ASU, and its use of practical expedients. The Company will apply the ASU and its related updates on a modified retrospective basis as of January 1, 2019. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718)”. The ASU, among other things, aims to simplify shared-based payment accounting by recording all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and eliminates the requirement that excess tax benefits be realized before they can be recognized. The effect for excess tax benefits not previously recognized is recorded as a cumulative adjustment to retained earnings pursuant to a modified retrospective adoption method. Excess tax benefits and deficiencies are accounted for as discrete items in the period the stock awards vest or otherwise are settled. Further, the guidance requires that excess tax benefits be presented as an operating activity on the statement of cash flows consistent with other income tax cash flows. The Company’s adoption of the ASU as of January 1, 2017 resulted in a cumulative catch-up adjustment that increased retained earnings by $10.0 million with a corresponding increase to U.S. deferred tax assets related to prior years’ unrecognized excess tax benefits. The Company has also elected to continue its entity-wide accounting policy to estimate the amount of awards that are expected to vest. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The ASU is effective for fiscal periods beginning after December 15, 2019 and early adoption is permitted. The ASU eliminates the probable initial recognition threshold under current U.S. GAAP and broadens the information an entity must consider when developing its expected credit loss estimates to include forward-looking information. The Company is currently evaluating the impact of adopting the ASU on its Consolidated Financial Statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 203)”. The ASU addresses eight specific cash flow issues and clarifies their presentation and classification in the Statement of Cash Flows. The ASU is effective for fiscal years beginning after December 15, 2017 and is to be applied retrospectively with early adoption permitted. The Company is currently evaluating the impact of adopting the ASU on its Consolidated Financial Statements. In December 2016, the FASB issued ASU No. 2016-19, “Technical Corrections and Improvements”. Among other things, the ASU provides clarification on the presentation of the costs of computer software developed or obtained for internal use. The Company retrospectively adopted the ASU during the nine months ended September 29, 2017 and reclassified the carrying value of internal-use computer software from Property, plant and equipment, net to Intangible assets, net. The carrying value of internal-use computer software was $27.6 million and $32.3 million , respectively, as of September 29, 2017 and December 31, 2016 . In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350)”. The ASU modifies the measurement of a goodwill impairment loss from the portion of the carrying amount of goodwill that exceeds its implied fair value to the excess of the carrying amount of a reporting unit that exceeds its fair value. This eliminates step 2 of the goodwill impairment test under current guidance. The ASU will be applied prospectively for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The Company is currently evaluating the timing of adoption. In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. The ASU amends the current hedge accounting model and eliminates the requirement to separately measure and report hedge ineffectiveness and requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The ASU also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. Companies are required to apply amendments to cash flow and net investment hedge relationship using modified retrospective method and apply prospective method for the presentation and disclosure requirements. The ASU is effective for fiscal periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the impact of adopting the ASU on its Consolidated Financial Statements and the timing of adoption. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 9 Months Ended |
Sep. 29, 2017 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations Sale of Fluid Handling Business As discussed previously in Note 1, “General”, the Company entered into the Purchase Agreement to sell its Fluid Handling business to CIRCOR. The sale is expected to close during the three months ending December 31, 2017 , at which time, the Company expects to record a material gain. Included in the gain calculation will be a reduction of the accumulated other comprehensive loss associated with the Fluid Handling business, which was approximately $177 million as of September 29, 2017. The accounting requirements for reporting the divested business as a discontinued operation were met during the three months ended September 29, 2017 . Accordingly, the accompanying Condensed Consolidated Financial Statements for all periods presented reflect the Fluid Handling business as a discontinued operation. The Fluid Handling business had revenues of $343.7 million for the nine months period ended September 29, 2017 and $461.3 million for the year ended December 31, 2016. In connection with the Purchase Agreement, the Company and the Buyer entered into various agreements to provide a framework for their relationship after the disposition, including a transition services agreement. The amounts to be billed for future transition services under the above agreements is not expected to be material to the Company’s results of operations. The key components of income (loss) from discontinued operations for t he three and nine months periods ended September 29, 2017 and September 30, 2016 were as follows: Three Months Ended Nine Month Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 (In thousands) Net sales $ 114,524 $ 112,683 $ 343,690 $ 339,951 Cost of sales 77,379 75,590 224,373 225,310 Selling, general and administrative expense (1) 29,353 39,876 90,308 108,696 Divestiture-related expense, net (2) 5,675 — 7,275 — Restructuring and other related items (3) 634 5,407 (7,628 ) 11,319 Operating income (loss) 1,483 (8,190 ) 29,362 (5,374 ) Interest income (4) 88 100 353 365 Income (loss) from discontinued operations before income taxes 1,571 (8,090 ) 29,715 (5,009 ) Income taxes (511 ) 259 7,925 4,201 Income (loss) from discontinued operations, net of taxes $ 2,082 $ (8,349 ) $ 21,790 $ (9,210 ) (1) Pursuant to the Purchase Agreement, the Company will retain its asbestos-related contingencies and insurance coverages. However, as the Company will not retain an interest in the ongoing operations of the business subject to the contingencies, the Company has classified asbestos-related activity in its Condensed Consolidated Statements of Operations as part of Income (loss) from discontinuing operations. See Note 13, “Commitments and Contingencies” for further information. (2) Primarily related to professional and consulting fees associated with due diligence and preparation of regulatory filings, as well as employee benefit arrangements and other disposition-related activities. (3) During the nine months ended September 29, 2017 , the Company recorded a gain of approximately $12 million from the sale of a facility that was previously closed as part of restructuring activities. (4) Interest expense has not been allocated to the discontinued operations. The following table summarizes the major classes of assets and liabilities held for sale that were included in the Company’s Condensed Consolidated Balance Sheets as of September 29, 2017 and December 31, 2016 : September 29, 2017 December 31, 2016 (In thousands) ASSETS HELD FOR SALE Cash and cash equivalents $ 12,036 $ 12,916 Trade receivables, less allowance for doubtful accounts of $11,245 and $12,506 73,864 74,818 Inventories, net 53,283 38,885 Other current assets 24,459 23,656 Property, plant, and equipment, net 73,907 66,474 Goodwill 222,422 212,330 Intangible assets, net 14,516 15,302 Other assets 19,976 12,951 Total assets held for sale 494,463 457,332 Less: current portion 494,463 150,275 Assets held for sale, less current portion $ — $ 307,057 LIABILITIES HELD FOR SALE Accounts payable $ 46,064 $ 43,356 Customer advances and billings in excess of costs incurred 12,773 10,795 Accrued liabilities 34,442 33,032 Other Liabilities 179,128 165,974 Total liabilities held for sale 272,407 253,157 Less: current portion 272,407 87,183 Liabilities held for sale, less current portion $ — $ 165,974 Cash provided by operating activities of discontinued operations for the nine months ended September 29, 2017 was $33.9 million . Cash used in operating activities of discontinued operations for the nine months ended September 30, 2016 was $7.3 million . Cash used in investing activities of discontinued operations was $6.0 million and $2.6 million for the nine months ended September 29, 2017 and nine months ended September 30, 2016 , respectively. |
Acquisitions Acquisition (Notes
Acquisitions Acquisition (Notes) | 9 Months Ended |
Sep. 29, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Acquisitions During the nine months ended September 29, 2017 , the Company completed three acquisitions for net cash consideration of approximately $58 million , subject to certain purchase price adjustments. Two of the acquisitions will complement the Fabrication Technology segment and the third the Air and Gas Handling reporting segment. On October 2, 2017 , the Company acquired Siemens Turbomachinery Equipment GmbH (STE) from Siemens AG, for cash consideration of approximately €193 million , subject to purchase price adjustments. The acquisition will be integrated into the Air and Gas Handling reporting segment, broadening the segment’s range of compression solutions and expanding its product offering into smaller steam turbines. For the twelve months ended September 2017, STE had revenues of approximately €145 million . |
Net Income Per Share (Text Bloc
Net Income Per Share (Text Block) | 9 Months Ended |
Sep. 29, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Net Income Per Share from Continuing Operations Net income per share from continuing operations was computed as follows: Three Months Ended Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 (In thousands, except share data) Computation of Net income per share from continuing operations - basic: Net income from continuing operations attributable to Colfax Corporation (1) $ 43,781 $ 36,319 $ 116,010 $ 99,549 Weighted-average shares of Common stock outstanding - basic 123,260,978 122,836,762 123,187,447 122,918,259 Net income per share from continuing operations - basic $ 0.36 $ 0.30 $ 0.94 $ 0.81 Computation of Net income per share from continuing operations - diluted: Net income from continuing operations attributable to Colfax Corporation (1) $ 43,781 $ 36,319 $ 116,010 $ 99,549 Weighted-average shares of Common stock outstanding - basic 123,260,978 122,836,762 123,187,447 122,918,259 Net effect of potentially dilutive securities - stock options and restricted stock units 819,826 265,452 760,315 211,540 Weighted-average shares of Common stock outstanding - diluted 124,080,804 123,102,214 123,947,762 123,129,799 Net income per share from continuing operations - diluted $ 0.35 $ 0.30 $ 0.94 $ 0.81 (1) Net income from continuing operations attributable to Colfax Corporation for the respective periods is calculated using Net income from continuing operations less the income attributable to noncontrolling interest, net of taxes. The weighted-average computation of the dilutive effect of potentially issuable shares of Common stock under the treasury stock method for the three months ended September 29, 2017 and September 30, 2016 excludes approximately 2.8 million and 5.2 million of outstanding stock-based compensation awards, respectively, as their inclusion would be anti-dilutive. The weighted-average computation of the dilutive effect of potentially issuable shares of Common stock under the treasury stock method for the nine months ended September 29, 2017 and September 30, 2016 excludes approximately 2.8 million and 5.1 million of outstanding stock-based compensation awards, respectively, as their inclusion would be anti-dilutive. |
Income Taxes (Text Block)
Income Taxes (Text Block) | 9 Months Ended |
Sep. 29, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes During the three and nine months ended September 29, 2017 , Income from continuing operations before income taxes was $63.4 million and $176.0 million , respectively, while the Provision for income taxes was $13.8 million and $46.1 million , respectively. The effective tax rates were 21.8% and 26.2% for the three and nine months ended September 29, 2017 , respectively. The effective tax rates differ from the U.S. federal statutory rate primarily due to international taxes, which are lower than the U.S. tax rate, offset in part by losses in certain jurisdictions where a tax benefit is not expected to be recognized in 2017 . The provision for income taxes for the three and nine months ended September 29, 2017 includes $1.6 million and $2.3 million of discrete tax benefits, respectively. During the three and nine months ended September 30, 2016 , Income from continuing operations before income taxes was $51.8 million and $152.4 million , respectively, while the Provision for income taxes was $11.3 million and $40.9 million , respectively. The effective tax rates were 21.8% and 26.8% for the three and nine months ended September 30, 2016 , respectively. The effective tax rate differs from the U.S. federal statutory rate primarily due to international tax rates, which are lower than the U.S. tax rate, offset in part by losses in certain jurisdictions where a tax benefit was not expected to be recognized in 2016 . |
Equity (Text Block)
Equity (Text Block) | 9 Months Ended |
Sep. 29, 2017 | |
Equity [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | Equity Accumulated Other Comprehensive Loss The following tables present the changes in the balances of each component of Accumulated other comprehensive loss including reclassifications out of Accumulated other comprehensive loss for the nine months ended September 29, 2017 and September 30, 2016 . All amounts are net of tax and noncontrolling interest. Accumulated Other Comprehensive Loss Components Net Unrecognized Pension and Other Post-Retirement Benefit Cost Foreign Currency Translation Adjustment Unrealized Gain on Hedging Activities Total (In thousands) Balance at January 1, 2017 $ (181,189 ) $ (860,789 ) $ 53,633 $ (988,345 ) Other comprehensive (loss) income before reclassifications: Foreign currency translation adjustment (5,414 ) 284,681 117 279,384 Loss on long-term intra-entity foreign currency transactions — (27,855 ) — (27,855 ) Loss on net investment hedges — — (27,737 ) (27,737 ) Unrealized gain on cash flow hedges — — 5,551 5,551 Other comprehensive (loss) income before reclassifications (5,414 ) 256,826 (22,069 ) 229,343 Amounts reclassified from Accumulated other comprehensive loss (1) 5,230 — — 5,230 Net Other comprehensive (loss) income (184 ) 256,826 (22,069 ) 234,573 Balance at September 29, 2017 $ (181,373 ) $ (603,963 ) $ 31,564 $ (753,772 ) Accumulated Other Comprehensive Loss Components Net Unrecognized Pension and Other Post-Retirement Benefit Cost Foreign Currency Translation Adjustment Unrealized Gain on Hedging Activities Total (In thousands) Balance at January 1, 2016 $ (193,258 ) $ (528,620 ) $ 35,163 $ (686,715 ) Other comprehensive income (loss) before reclassifications: Foreign currency translation adjustment 370 (161,436 ) 758 (160,308 ) Loss on long-term intra-entity foreign currency transactions — (30,353 ) — (30,353 ) Loss on net investment hedges — — 3,482 3,482 Unrealized gain on cash flow hedges — — 327 327 Other comprehensive income (loss) before reclassifications 370 (191,789 ) 4,567 (186,852 ) Amounts reclassified from Accumulated other comprehensive loss (1) (2) 3,579 2,378 — 5,957 Net Other comprehensive income (loss) 3,949 (189,411 ) 4,567 (180,895 ) Balance at September 30, 2016 $ (189,309 ) $ (718,031 ) $ 39,730 $ (867,610 ) (1) Included in the computation of net periodic benefit cost. See Note 10, “Net Periodic Benefit Cost - Defined Benefit Plans” for additional details. (2) Represents foreign currency translation charges reclassified as a result of the deconsolidation of the Company’s Venezuelan operations which are included in Selling, general and administrative expense for the three and nine months ended September 30, 2016. During the nine months ended September 29, 2017 and September 30, 2016 , Noncontrolling interest increased by $6.2 million and $4.9 million , respectively, as a result of Other comprehensive income, primarily due to foreign currency translation adjustments. |
Inventories, Net (Text Block)
Inventories, Net (Text Block) | 9 Months Ended |
Sep. 29, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Inventories, Net Inventories, net consisted of the following: September 29, 2017 December 31, 2016 (In thousands) Raw materials $ 132,599 $ 121,886 Work in process 55,702 55,845 Finished goods 261,270 221,866 449,571 399,597 Less: allowance for excess, slow-moving and obsolete inventory (35,015 ) (34,625 ) Inventories, net $ 414,556 $ 364,972 |
Debt (Text Block)
Debt (Text Block) | 9 Months Ended |
Sep. 29, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Debt Long-term debt consisted of the following: September 29, 2017 December 31, 2016 (In thousands) Senior unsecured notes $ 408,142 $ — Term loans 633,249 678,286 Trade receivables financing arrangement 52,289 63,399 Revolving credit facilities and other 246,808 550,459 Total Debt 1,340,488 1,292,144 Less: current portion (5,861 ) (5,406 ) Long-term debt $ 1,334,627 $ 1,286,738 The Company is party to a credit agreement by and among the Company, as the borrower, certain U.S. subsidiaries of the Company identified therein, as guarantors, each of the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent, swing line lender and global coordinator (the “DB Credit Agreement”). As of September 29, 2017 , the weighted-average interest rate of borrowings under the DB Credit Agreement was 2.74% , excluding accretion of original issue discount and deferred financing fees, and there was $1.1 billion available on the revolving credit facility. On April 19, 2017, the Company issued senior unsecured notes with an aggregate principal amount of €350 million (the “Euro Notes”). The Euro Notes are due in April 2025 and have an interest rate of 3.25% . The proceeds from the Euro Notes offering were used to repay borrowings under the DB Credit Agreement and bilateral credit facilities totaling €283.5 million , as well as for general corporate purposes, and are guaranteed by certain of the Company’s domestic subsidiaries (the "Guarantees"). In conjunction with the issuance, the Company recorded $6.0 million of deferred financing fees. The Euro Notes and the Guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. As of September 29, 2017 , the Company had an original issue discount of $4.3 million and deferred financing fees of $9.8 million included in its Condensed Consolidated Balance Sheet, which will be accreted to Interest expense, primarily using the effective interest method, over the life of the applicable debt agreements. In addition to the debt agreements discussed above, the Company is party to various bilateral credit facilities with a borrowing capacity of $216.3 million . As of September 29, 2017 , outstanding borrowings under these facilities total $16 million , with a weighted average borrowing rate of 2.18% . The Company is also party to letter of credit facilities with total capacity of $813.3 million . Total letters of credit of $416 million were outstanding as of September 29, 2017 . The Company is party to a receivables financing facility through a wholly-owned, special purpose bankruptcy-remote subsidiary which purchases trade receivables from certain of the Company’s subsidiaries on an ongoing basis and pledges them to support its obligation as borrower under the receivables financing facility. This special purpose subsidiary has a separate legal existence from its parent and its assets are not available to satisfy the claims of creditors of the selling subsidiaries or any other member of the consolidated group. Availability of funds may fluctuate over time given changes in eligible receivable balances, but will not exceed the program limit, which is $80 million as of September 29, 2017 . As of September 29, 2017 , the total outstanding borrowings under the receivables financing facility were $52.3 million and the interest rate was 2.03% . The scheduled termination date for the receivables financing facility is December 19, 2017 and may be extended from time to time. As of September 29, 2017, the Company is in compliance with the covenants under the DB Credit Agreement. |
Accrued Liabilities (Text Block
Accrued Liabilities (Text Block) | 9 Months Ended |
Sep. 29, 2017 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities Disclosure [Text Block] | Accrued Liabilities Accrued liabilities in the Condensed Consolidated Balance Sheets consisted of the following: September 29, 2017 December 31, 2016 (In thousands) Accrued payroll $ 94,469 $ 87,045 Accrued taxes 44,632 35,429 Accrued asbestos-related liability 53,637 51,166 Warranty liability - current portion 27,649 29,233 Accrued restructuring liability - current portion 3,549 10,783 Accrued third-party commissions 15,843 10,432 Other 96,965 87,238 Accrued liabilities $ 336,744 $ 311,326 Warranty Liability The activity in the Company’s warranty liability consisted of the following: Nine Months Ended September 29, 2017 September 30, 2016 (In thousands) Warranty liability, beginning of period $ 30,222 $ 35,634 Accrued warranty expense 12,845 17,368 Changes in estimates related to pre-existing warranties 850 4,701 Cost of warranty service work performed (17,634 ) (27,429 ) Acquisitions 13 304 Foreign exchange translation effect 1,616 (356 ) Warranty liability, end of period $ 27,912 $ 30,222 Accrued Restructuring Liability The Company’s restructuring programs include a series of actions to reduce the structural costs of the Company. A summary of the activity in the Company’s restructuring liability included in Accrued liabilities and Other liabilities in the Condensed Consolidated Balance Sheets is as follows: Nine Months Ended September 29, 2017 Balance at Beginning of Period Provisions Payments Foreign Currency Translation Balance at End of Period (3) (In thousands) Restructuring and other related charges: Air and Gas Handling : Termination benefits (1) $ 4,855 $ 6,570 $ (9,084 ) $ 318 $ 2,659 Facility closure costs (2) 1,234 2,715 (3,938 ) (7 ) 4 6,089 9,285 (13,022 ) 311 2,663 Fabrication Technology: Termination benefits (1) 3,712 4,396 (7,360 ) 94 842 Facility closure costs (2) 981 5,184 (6,135 ) 14 44 4,693 9,580 (13,495 ) 108 886 Non-cash charges (2) 4,266 13,846 Corporate and Other: Facility closure costs (2) 203 — (148 ) 13 68 203 — (148 ) 13 68 $ 10,985 18,865 $ (26,665 ) $ 432 $ 3,617 Non-cash charges (2) 4,266 $ 23,131 (1) Includes severance and other termination benefits, including outplacement services. The Company recognizes the cost of involuntary termination benefits at the communication date or ratably over any remaining expected future service period. Voluntary termination benefits are recognized as a liability and an expense when employees accept the offer and the amount can be reasonably estimated. (2) Includes the cost of relocating associates, relocating equipment and lease termination expense in connection with the closure of facilities. During the nine months ended September 29, 2017 , the Company recorded a $4 million non-cash impairment charge for a facility in our Fabrication Technology segment, that was previously closed as part of restructuring activities. (3) As of September 29, 2017 , $3.5 million and $0.1 million of the Company’s restructuring liability was included in Accrued liabilities and Other liabilities, respectively. On the closing date of the sale of the Fluid Handling business, the Company will transfer all restructuring obligations of the Fluid Handling business to the Buyer, which totaled $2.3 million as of September 29, 2017 and are included in Current liabilities held for sale in the Condensed Consolidated Balance Sheets. See Note 3 - “Discontinued Operations” for further information. The Company expects to incur charges of approximately $22 million during the remainder of 2017 related to its restructuring activities, $3 million of which is expected to be included in discontinued operations. |
Net Periodic Benefit Cost-Defin
Net Periodic Benefit Cost-Defined Benefit Plans (Text Block) | 9 Months Ended |
Sep. 29, 2017 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | Net Periodic Benefit Cost - Defined Benefit Plans In connection with the planned sale of the Fluid Handling business, the Buyer will assume the liability for all foreign defined benefit plans, a portion of the U.S. defined benefit plan, and certain other postretirement obligations. As of September 29, 2017 , the net pension and other postretirement plan liabilities that are held for sale to the Buyer totaled $170.7 million and are classified within the Current liabilities held for sale caption of the Condensed Consolidated Balance Sheet. Net benefit cost for the Fluid Handling business is included in Net income (loss) from discontinued operations, net of taxes, within the Condensed Consolidated Statements of Income. See Note 3, “Discontinued Operations” for further information. The following table sets forth the components of total net periodic benefit cost (income) of the Company’s defined benefit pension plans and other post-retirement employee benefit plans: Three Months Ended Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 (In thousands) Pension Benefits - U.S. Plans: Service cost $ 46 $ 48 $ 139 $ 144 Interest cost 3,892 4,352 11,637 13,057 Expected return on plan assets (5,340 ) (6,121 ) (16,019 ) (18,362 ) Amortization 1,623 1,612 4,860 4,846 Net periodic benefit cost (income) $ 221 $ (109 ) $ 617 $ (315 ) Pension Benefits - Non-U.S. Plans: Service cost $ 409 $ 821 $ 2,407 $ 2,512 Interest cost 6,358 7,287 19,537 24,447 Expected return on plan assets (6,994 ) (6,604 ) (20,404 ) (22,804 ) Amortization 1,728 417 3,401 1,261 Net periodic benefit cost $ 1,501 $ 1,921 $ 4,941 $ 5,416 Other Post-Retirement Benefits: Service cost $ 10 $ (2 ) $ 31 $ 29 Interest cost 243 154 728 779 Amortization (101 ) (682 ) (301 ) (554 ) Net periodic benefit cost $ 152 $ (530 ) $ 458 $ 254 Net periodic benefit cost of $2 million and $4.3 million for the three and nine months ended September 29, 2017 , respectively, and $1.0 million and $4.0 million for the three and nine months ended September 30, 2016 , respectively, are included in Income (loss) from discontinued operations. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements (Text Block) | 9 Months Ended |
Sep. 29, 2017 | |
Financial Instruments and Fair Value Measurements [Abstract] | |
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Text Block] | Financial Instruments and Fair Value Measurements The carrying values of financial instruments, including Trade receivables and Accounts payable, approximate their fair values due to their short-term maturities. The $1.3 billion estimated fair value of the Company’s debt as of September 29, 2017 and December 31, 2016 , was based on current interest rates for similar types of borrowings and is in Level Two of the fair value hierarchy. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future. A summary of the Company’s assets and liabilities that are measured at fair value for each fair value hierarchy level for the periods presented is as follows: September 29, 2017 Level Level Level Total (In thousands) Assets: Cash equivalents $ 20,947 $ — $ — $ 20,947 Foreign currency contracts related to sales - designated as hedges — 4,488 — 4,488 Foreign currency contracts related to sales - not designated as hedges — 1,491 — 1,491 Foreign currency contracts related to purchases - designated as hedges — 668 — 668 Foreign currency contracts related to purchases - not designated as hedges — 178 — 178 Deferred compensation plans — 6,390 — 6,390 $ 20,947 $ 13,215 $ — $ 34,162 Liabilities: Foreign currency contracts related to sales - designated as hedges $ — $ 2,353 $ — $ 2,353 Foreign currency contracts related to sales - not designated as hedges — 492 — 492 Foreign currency contracts related to purchases - designated as hedges — 1,055 — 1,055 Foreign currency contracts related to purchases - not designated as hedges — 563 — 563 Deferred compensation plans — 6,390 — 6,390 $ — $ 10,853 $ — $ 10,853 December 31, 2016 Level Level Level Total (In thousands) Assets: Cash equivalents $ 24,603 $ — $ — $ 24,603 Foreign currency contracts related to sales - designated as hedges — 992 — 992 Foreign currency contracts related to sales - not designated as hedges — 1,285 — 1,285 Foreign currency contracts related to purchases - designated as hedges — 4,224 — 4,224 Foreign currency contracts related to purchases - not designated as hedges — 120 — 120 Deferred compensation plans — 4,586 — 4,586 $ 24,603 $ 11,207 $ — $ 35,810 Liabilities: Foreign currency contracts related to sales - designated as hedges $ — $ 11,280 $ — $ 11,280 Foreign currency contracts related to sales - not designated as hedges — 256 — 256 Foreign currency contracts related to purchases - designated as hedges — 469 — 469 Foreign currency contracts related to purchases - not designated as hedges — 1,004 — 1,004 Deferred compensation plans — 4,586 — 4,586 $ — $ 17,595 $ — $ 17,595 There were no transfers in or out of Level One, Two or Three during the nine months ended September 29, 2017 . Foreign Currency Contracts As of September 29, 2017 and December 31, 2016 , the Company had foreign currency contracts with the following notional values: September 29, 2017 December 31, 2016 (In thousands) Foreign currency contracts sold - not designated as hedges $ 123,617 $ 85,542 Foreign currency contracts sold - designated as hedges 178,585 215,086 Foreign currency contracts purchased - not designated as hedges 44,736 40,127 Foreign currency contracts purchased - designated as hedges 61,497 84,604 Total foreign currency derivatives $ 408,435 $ 425,359 The Company recognized the following in its Condensed Consolidated Financial Statements related to its derivative instruments: Three Months Ended Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 (In thousands) Contracts Designated as Hedges: Foreign Currency Contracts - related to customer sales contracts: Unrealized gain (loss) $ 798 $ (362 ) $ 3,515 $ 496 Realized gain (loss) 323 297 1,950 (2,075 ) Foreign Currency Contracts - related to supplier purchase contracts: Unrealized gain (loss) 306 403 945 (838 ) Realized (loss) gain (1,022 ) (207 ) (2,036 ) 2,504 Unrealized (loss) gain on net investment hedges (1) (8,308 ) 9,187 (27,737 ) 3,482 Contracts Not Designated in a Hedge Relationship: Foreign Currency Contracts - related to customer sales contracts: Unrealized (loss) gain (289 ) 157 (29 ) 777 Realized (loss) gain (737 ) (521 ) 853 (684 ) Foreign Currency Contracts - related to supplier purchases contracts: Unrealized (loss) gain (104 ) (42 ) 500 (558 ) Realized gain (loss) 498 (360 ) 243 (621 ) (1) The unrealized (loss) gain on net investment hedges is attributable to the change in valuation of Euro denominated debt. |
Commitments and Contingencies (
Commitments and Contingencies (Text Block) | 9 Months Ended |
Sep. 29, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies For further description of the Company’s litigation and contingencies, reference is made to Note 15, “Commitments and Contingencies” in the Notes to Consolidated Financial Statements in our 2016 Form 10-K. Because the Company will not retain an interest in the ongoing operations of the businesses subject to the asbestos contingencies, the Company has classified asbestos-related activity in its Condensed Consolidated Statements of Operations as a component of Income (loss) from discontinuing operations. Asbestos Contingencies Claims activity since December 31 related to asbestos claims is as follows (1) : Nine Months Ended September 29, 2017 September 30, 2016 (Number of claims) Claims unresolved, beginning of period 20,567 20,583 Claims filed (2) 3,450 4,022 Claims resolved (3) (6,414 ) (3,092 ) Claims unresolved, end of period 17,603 21,513 (1) Excludes claims filed by one legal firm that have been “administratively dismissed.” (2) Claims filed include all asbestos claims for which notification has been received or a file has been opened. (3) Claims resolved include all asbestos claims that have been settled, dismissed or that are in the process of being settled or dismissed based upon agreements or understandings in place with counsel for the claimants. The Company’s Condensed Consolidated Balance Sheets included the following amounts related to asbestos-related litigation: September 29, 2017 December 31, 2016 (In thousands) Long-term asbestos insurance asset (1) $ 275,109 $ 293,289 Long-term asbestos insurance receivable (1) 79,417 92,269 Accrued asbestos liability (2) 53,637 51,166 Long-term asbestos liability (3) 308,995 330,194 (1) Included in Other assets in the Condensed Consolidated Balance Sheets. (2) Represents current accruals for probable and reasonably estimable asbestos-related liability costs that the Company believes the subsidiaries will pay, and unpaid legal costs related to defending themselves against asbestos-related liability claims and legal action against the Company’s insurers, which is included in Accrued liabilities in the Condensed Consolidated Balance Sheets. (3) Included in Other liabilities in the Condensed Consolidated Balance Sheets. Following a Delaware Supreme Court ruling on September 12, 2016, the Company received a total of $30.5 million of previously unreimbursed costs funded by the Company in defense and settlement of asbestos claims from insurance companies during the nine months ended September 29, 2017 . Certain matters, including potential interest which could be awarded to a specific subsidiary, are subject to further rulings from the Delaware courts. While the outcome is uncertain, none of these matters is expected to have a material adverse effect on the financial condition, results of operations or cash flows of the Company. Management’s analyses are based on currently known facts and a number of assumptions. However, projecting future events, such as new claims to be filed each year, the average cost of resolving each claim, coverage issues among layers of insurers, the method in which losses will be allocated to the various insurance policies, interpretation of the effect on coverage of various policy terms and limits and their interrelationships, the continuing solvency of various insurance companies, the amount of remaining insurance available, as well as the numerous uncertainties inherent in asbestos litigation could cause the actual liabilities and insurance recoveries to be higher or lower than those projected or recorded which could materially affect the Company’s financial condition, results of operations or cash flow. Other Litigation Matters The Company is also involved in various other pending legal proceedings arising out of the ordinary course of the Company’s business. None of these legal proceedings are expected to have a material adverse effect on the financial condition, results of operations or cash flow of the Company. With respect to these proceedings and the litigation and claims described in the preceding paragraphs, management of the Company believes that it will either prevail, has adequate insurance coverage or has established appropriate accruals to cover potential liabilities. Any costs that management estimates may be paid related to these proceedings or claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adverse to the Company, there could be a material adverse effect on the financial condition, results of operations or cash flow of the Company. |
Segment Information (Text Block
Segment Information (Text Block) | 9 Months Ended |
Sep. 29, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Segment Information Prior to the Purchase Agreement Date, the Company conducted its operations through three operating segments: Air and Gas Handling, Fluid Handling and Fabrication Technology. The Gas Handling and Fluid Handling operating segments were aggregated into a single reportable segment. Subsequent to the Purchase Agreement Date, the Company now conducts its continuing operations through the Air and Gas Handling and Fabrication Technology segments, which also represent the Company’s reportable segments. ▪ Air and Gas Handling - a global supplier of centrifugal and axial fans, rotary heat exchangers, gas compressors, ventilation control systems and software, and aftermarket services; and ▪ Fabrication Technology - a global supplier of welding equipment, cutting equipment, automated welding and cutting systems, and consumables. Certain amounts not allocated to the two reportable segments and intersegment eliminations are reported under the heading “Corporate and other.” The Company’s management evaluates the operating results of each of its reportable segments based upon Net sales and segment operating income (loss), which represents Operating income (loss) before Restructuring and other related charges. The Company’s segment results were as follows: Three Months Ended Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 (In thousands) Net sales: Air and Gas Handling $ 362,310 $ 320,436 $ 989,044 $ 1,009,598 Fabrication Technology 482,199 446,085 1,437,057 1,363,747 $ 844,509 $ 766,521 $ 2,426,101 $ 2,373,345 Segment operating income (loss) (1) : Air and Gas Handling $ 40,234 $ 32,331 $ 97,570 $ 102,577 Fabrication Technology 56,232 48,074 172,696 148,430 Corporate and other (14,402 ) (9,942 ) (42,024 ) (35,587 ) $ 82,064 $ 70,463 $ 228,242 $ 215,420 (1) The following is a reconciliation of Income from continuing operations before income taxes to segment operating income: Three Months Ended Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 (In thousands) Income from continuing operations before income taxes $ 63,438 $ 51,819 $ 176,005 $ 152,434 Interest expense 11,328 6,892 29,106 24,988 Restructuring and other related charges 7,298 11,752 23,131 37,998 Segment operating income $ 82,064 $ 70,463 $ 228,242 $ 215,420 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The key components of income (loss) from discontinued operations for t he three and nine months periods ended September 29, 2017 and September 30, 2016 were as follows: Three Months Ended Nine Month Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 (In thousands) Net sales $ 114,524 $ 112,683 $ 343,690 $ 339,951 Cost of sales 77,379 75,590 224,373 225,310 Selling, general and administrative expense (1) 29,353 39,876 90,308 108,696 Divestiture-related expense, net (2) 5,675 — 7,275 — Restructuring and other related items (3) 634 5,407 (7,628 ) 11,319 Operating income (loss) 1,483 (8,190 ) 29,362 (5,374 ) Interest income (4) 88 100 353 365 Income (loss) from discontinued operations before income taxes 1,571 (8,090 ) 29,715 (5,009 ) Income taxes (511 ) 259 7,925 4,201 Income (loss) from discontinued operations, net of taxes $ 2,082 $ (8,349 ) $ 21,790 $ (9,210 ) (1) Pursuant to the Purchase Agreement, the Company will retain its asbestos-related contingencies and insurance coverages. However, as the Company will not retain an interest in the ongoing operations of the business subject to the contingencies, the Company has classified asbestos-related activity in its Condensed Consolidated Statements of Operations as part of Income (loss) from discontinuing operations. See Note 13, “Commitments and Contingencies” for further information. (2) Primarily related to professional and consulting fees associated with due diligence and preparation of regulatory filings, as well as employee benefit arrangements and other disposition-related activities. (3) During the nine months ended September 29, 2017 , the Company recorded a gain of approximately $12 million from the sale of a facility that was previously closed as part of restructuring activities. (4) Interest expense has not been allocated to the discontinued operations. The following table summarizes the major classes of assets and liabilities held for sale that were included in the Company’s Condensed Consolidated Balance Sheets as of September 29, 2017 and December 31, 2016 : September 29, 2017 December 31, 2016 (In thousands) ASSETS HELD FOR SALE Cash and cash equivalents $ 12,036 $ 12,916 Trade receivables, less allowance for doubtful accounts of $11,245 and $12,506 73,864 74,818 Inventories, net 53,283 38,885 Other current assets 24,459 23,656 Property, plant, and equipment, net 73,907 66,474 Goodwill 222,422 212,330 Intangible assets, net 14,516 15,302 Other assets 19,976 12,951 Total assets held for sale 494,463 457,332 Less: current portion 494,463 150,275 Assets held for sale, less current portion $ — $ 307,057 LIABILITIES HELD FOR SALE Accounts payable $ 46,064 $ 43,356 Customer advances and billings in excess of costs incurred 12,773 10,795 Accrued liabilities 34,442 33,032 Other Liabilities 179,128 165,974 Total liabilities held for sale 272,407 253,157 Less: current portion 272,407 87,183 Liabilities held for sale, less current portion $ — $ 165,974 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share - Basic and Diluted [Table Text Block] | Net income per share from continuing operations was computed as follows: Three Months Ended Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 (In thousands, except share data) Computation of Net income per share from continuing operations - basic: Net income from continuing operations attributable to Colfax Corporation (1) $ 43,781 $ 36,319 $ 116,010 $ 99,549 Weighted-average shares of Common stock outstanding - basic 123,260,978 122,836,762 123,187,447 122,918,259 Net income per share from continuing operations - basic $ 0.36 $ 0.30 $ 0.94 $ 0.81 Computation of Net income per share from continuing operations - diluted: Net income from continuing operations attributable to Colfax Corporation (1) $ 43,781 $ 36,319 $ 116,010 $ 99,549 Weighted-average shares of Common stock outstanding - basic 123,260,978 122,836,762 123,187,447 122,918,259 Net effect of potentially dilutive securities - stock options and restricted stock units 819,826 265,452 760,315 211,540 Weighted-average shares of Common stock outstanding - diluted 124,080,804 123,102,214 123,947,762 123,129,799 Net income per share from continuing operations - diluted $ 0.35 $ 0.30 $ 0.94 $ 0.81 (1) Net income from continuing operations attributable to Colfax Corporation for the respective periods is calculated using Net income from continuing operations less the income attributable to noncontrolling interest, net of taxes. |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss [Table Text Block] | The following tables present the changes in the balances of each component of Accumulated other comprehensive loss including reclassifications out of Accumulated other comprehensive loss for the nine months ended September 29, 2017 and September 30, 2016 . All amounts are net of tax and noncontrolling interest. Accumulated Other Comprehensive Loss Components Net Unrecognized Pension and Other Post-Retirement Benefit Cost Foreign Currency Translation Adjustment Unrealized Gain on Hedging Activities Total (In thousands) Balance at January 1, 2017 $ (181,189 ) $ (860,789 ) $ 53,633 $ (988,345 ) Other comprehensive (loss) income before reclassifications: Foreign currency translation adjustment (5,414 ) 284,681 117 279,384 Loss on long-term intra-entity foreign currency transactions — (27,855 ) — (27,855 ) Loss on net investment hedges — — (27,737 ) (27,737 ) Unrealized gain on cash flow hedges — — 5,551 5,551 Other comprehensive (loss) income before reclassifications (5,414 ) 256,826 (22,069 ) 229,343 Amounts reclassified from Accumulated other comprehensive loss (1) 5,230 — — 5,230 Net Other comprehensive (loss) income (184 ) 256,826 (22,069 ) 234,573 Balance at September 29, 2017 $ (181,373 ) $ (603,963 ) $ 31,564 $ (753,772 ) Accumulated Other Comprehensive Loss Components Net Unrecognized Pension and Other Post-Retirement Benefit Cost Foreign Currency Translation Adjustment Unrealized Gain on Hedging Activities Total (In thousands) Balance at January 1, 2016 $ (193,258 ) $ (528,620 ) $ 35,163 $ (686,715 ) Other comprehensive income (loss) before reclassifications: Foreign currency translation adjustment 370 (161,436 ) 758 (160,308 ) Loss on long-term intra-entity foreign currency transactions — (30,353 ) — (30,353 ) Loss on net investment hedges — — 3,482 3,482 Unrealized gain on cash flow hedges — — 327 327 Other comprehensive income (loss) before reclassifications 370 (191,789 ) 4,567 (186,852 ) Amounts reclassified from Accumulated other comprehensive loss (1) (2) 3,579 2,378 — 5,957 Net Other comprehensive income (loss) 3,949 (189,411 ) 4,567 (180,895 ) Balance at September 30, 2016 $ (189,309 ) $ (718,031 ) $ 39,730 $ (867,610 ) (1) Included in the computation of net periodic benefit cost. See Note 10, “Net Periodic Benefit Cost - Defined Benefit Plans” for additional details. (2) Represents foreign currency translation charges reclassified as a result of the deconsolidation of the Company’s Venezuelan operations which are included in Selling, general and administrative expense for the three and nine months ended September 30, 2016. |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories, net consisted of the following: September 29, 2017 December 31, 2016 (In thousands) Raw materials $ 132,599 $ 121,886 Work in process 55,702 55,845 Finished goods 261,270 221,866 449,571 399,597 Less: allowance for excess, slow-moving and obsolete inventory (35,015 ) (34,625 ) Inventories, net $ 414,556 $ 364,972 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Long-term debt consisted of the following: September 29, 2017 December 31, 2016 (In thousands) Senior unsecured notes $ 408,142 $ — Term loans 633,249 678,286 Trade receivables financing arrangement 52,289 63,399 Revolving credit facilities and other 246,808 550,459 Total Debt 1,340,488 1,292,144 Less: current portion (5,861 ) (5,406 ) Long-term debt $ 1,334,627 $ 1,286,738 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities in the Condensed Consolidated Balance Sheets consisted of the following: September 29, 2017 December 31, 2016 (In thousands) Accrued payroll $ 94,469 $ 87,045 Accrued taxes 44,632 35,429 Accrued asbestos-related liability 53,637 51,166 Warranty liability - current portion 27,649 29,233 Accrued restructuring liability - current portion 3,549 10,783 Accrued third-party commissions 15,843 10,432 Other 96,965 87,238 Accrued liabilities $ 336,744 $ 311,326 |
Schedule of Product Warranty Liability [Table Text Block] | The activity in the Company’s warranty liability consisted of the following: Nine Months Ended September 29, 2017 September 30, 2016 (In thousands) Warranty liability, beginning of period $ 30,222 $ 35,634 Accrued warranty expense 12,845 17,368 Changes in estimates related to pre-existing warranties 850 4,701 Cost of warranty service work performed (17,634 ) (27,429 ) Acquisitions 13 304 Foreign exchange translation effect 1,616 (356 ) Warranty liability, end of period $ 27,912 $ 30,222 |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | A summary of the activity in the Company’s restructuring liability included in Accrued liabilities and Other liabilities in the Condensed Consolidated Balance Sheets is as follows: Nine Months Ended September 29, 2017 Balance at Beginning of Period Provisions Payments Foreign Currency Translation Balance at End of Period (3) (In thousands) Restructuring and other related charges: Air and Gas Handling : Termination benefits (1) $ 4,855 $ 6,570 $ (9,084 ) $ 318 $ 2,659 Facility closure costs (2) 1,234 2,715 (3,938 ) (7 ) 4 6,089 9,285 (13,022 ) 311 2,663 Fabrication Technology: Termination benefits (1) 3,712 4,396 (7,360 ) 94 842 Facility closure costs (2) 981 5,184 (6,135 ) 14 44 4,693 9,580 (13,495 ) 108 886 Non-cash charges (2) 4,266 13,846 Corporate and Other: Facility closure costs (2) 203 — (148 ) 13 68 203 — (148 ) 13 68 $ 10,985 18,865 $ (26,665 ) $ 432 $ 3,617 Non-cash charges (2) 4,266 $ 23,131 (1) Includes severance and other termination benefits, including outplacement services. The Company recognizes the cost of involuntary termination benefits at the communication date or ratably over any remaining expected future service period. Voluntary termination benefits are recognized as a liability and an expense when employees accept the offer and the amount can be reasonably estimated. (2) Includes the cost of relocating associates, relocating equipment and lease termination expense in connection with the closure of facilities. During the nine months ended September 29, 2017 , the Company recorded a $4 million non-cash impairment charge for a facility in our Fabrication Technology segment, that was previously closed as part of restructuring activities. (3) As of September 29, 2017 , $3.5 million and $0.1 million of the Company’s restructuring liability was included in Accrued liabilities and Other liabilities, respectively. |
Net Periodic Benefit Cost-Def30
Net Periodic Benefit Cost-Defined Benefit Plans (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs [Table Text Block] | The following table sets forth the components of total net periodic benefit cost (income) of the Company’s defined benefit pension plans and other post-retirement employee benefit plans: Three Months Ended Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 (In thousands) Pension Benefits - U.S. Plans: Service cost $ 46 $ 48 $ 139 $ 144 Interest cost 3,892 4,352 11,637 13,057 Expected return on plan assets (5,340 ) (6,121 ) (16,019 ) (18,362 ) Amortization 1,623 1,612 4,860 4,846 Net periodic benefit cost (income) $ 221 $ (109 ) $ 617 $ (315 ) Pension Benefits - Non-U.S. Plans: Service cost $ 409 $ 821 $ 2,407 $ 2,512 Interest cost 6,358 7,287 19,537 24,447 Expected return on plan assets (6,994 ) (6,604 ) (20,404 ) (22,804 ) Amortization 1,728 417 3,401 1,261 Net periodic benefit cost $ 1,501 $ 1,921 $ 4,941 $ 5,416 Other Post-Retirement Benefits: Service cost $ 10 $ (2 ) $ 31 $ 29 Interest cost 243 154 728 779 Amortization (101 ) (682 ) (301 ) (554 ) Net periodic benefit cost $ 152 $ (530 ) $ 458 $ 254 Net periodic benefit cost of $2 million and $4.3 million for the three and nine months ended September 29, 2017 , respectively, and $1.0 million and $4.0 million for the three and nine months ended September 30, 2016 , respectively, are included in Income (loss) from discontinued operations. |
Financial Instruments and Fai31
Financial Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Financial Instruments and Fair Value Measurements [Abstract] | |
Company's assets and liabilities measured at fair value for each fair value hierarchy level [Table Text Block] | A summary of the Company’s assets and liabilities that are measured at fair value for each fair value hierarchy level for the periods presented is as follows: September 29, 2017 Level Level Level Total (In thousands) Assets: Cash equivalents $ 20,947 $ — $ — $ 20,947 Foreign currency contracts related to sales - designated as hedges — 4,488 — 4,488 Foreign currency contracts related to sales - not designated as hedges — 1,491 — 1,491 Foreign currency contracts related to purchases - designated as hedges — 668 — 668 Foreign currency contracts related to purchases - not designated as hedges — 178 — 178 Deferred compensation plans — 6,390 — 6,390 $ 20,947 $ 13,215 $ — $ 34,162 Liabilities: Foreign currency contracts related to sales - designated as hedges $ — $ 2,353 $ — $ 2,353 Foreign currency contracts related to sales - not designated as hedges — 492 — 492 Foreign currency contracts related to purchases - designated as hedges — 1,055 — 1,055 Foreign currency contracts related to purchases - not designated as hedges — 563 — 563 Deferred compensation plans — 6,390 — 6,390 $ — $ 10,853 $ — $ 10,853 December 31, 2016 Level Level Level Total (In thousands) Assets: Cash equivalents $ 24,603 $ — $ — $ 24,603 Foreign currency contracts related to sales - designated as hedges — 992 — 992 Foreign currency contracts related to sales - not designated as hedges — 1,285 — 1,285 Foreign currency contracts related to purchases - designated as hedges — 4,224 — 4,224 Foreign currency contracts related to purchases - not designated as hedges — 120 — 120 Deferred compensation plans — 4,586 — 4,586 $ 24,603 $ 11,207 $ — $ 35,810 Liabilities: Foreign currency contracts related to sales - designated as hedges $ — $ 11,280 $ — $ 11,280 Foreign currency contracts related to sales - not designated as hedges — 256 — 256 Foreign currency contracts related to purchases - designated as hedges — 469 — 469 Foreign currency contracts related to purchases - not designated as hedges — 1,004 — 1,004 Deferred compensation plans — 4,586 — 4,586 $ — $ 17,595 $ — $ 17,595 There were no transfers in or out of Level One, Two or Three during the nine months ended September 29, 2017 . |
Schedule of Foreign Exchange Contracts, Notional Values | As of September 29, 2017 and December 31, 2016 , the Company had foreign currency contracts with the following notional values: September 29, 2017 December 31, 2016 (In thousands) Foreign currency contracts sold - not designated as hedges $ 123,617 $ 85,542 Foreign currency contracts sold - designated as hedges 178,585 215,086 Foreign currency contracts purchased - not designated as hedges 44,736 40,127 Foreign currency contracts purchased - designated as hedges 61,497 84,604 Total foreign currency derivatives $ 408,435 $ 425,359 |
Schedule of Derivative Instruments, Gain (Loss) in Condensed Consolidated Financial Statements [Table Text Block] | The Company recognized the following in its Condensed Consolidated Financial Statements related to its derivative instruments: Three Months Ended Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 (In thousands) Contracts Designated as Hedges: Foreign Currency Contracts - related to customer sales contracts: Unrealized gain (loss) $ 798 $ (362 ) $ 3,515 $ 496 Realized gain (loss) 323 297 1,950 (2,075 ) Foreign Currency Contracts - related to supplier purchase contracts: Unrealized gain (loss) 306 403 945 (838 ) Realized (loss) gain (1,022 ) (207 ) (2,036 ) 2,504 Unrealized (loss) gain on net investment hedges (1) (8,308 ) 9,187 (27,737 ) 3,482 Contracts Not Designated in a Hedge Relationship: Foreign Currency Contracts - related to customer sales contracts: Unrealized (loss) gain (289 ) 157 (29 ) 777 Realized (loss) gain (737 ) (521 ) 853 (684 ) Foreign Currency Contracts - related to supplier purchases contracts: Unrealized (loss) gain (104 ) (42 ) 500 (558 ) Realized gain (loss) 498 (360 ) 243 (621 ) (1) The unrealized (loss) gain on net investment hedges is attributable to the change in valuation of Euro denominated debt. |
Commitments and Contingencies32
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Loss Contingencies By Claims Quantities [Table Text Block] | Claims activity since December 31 related to asbestos claims is as follows (1) : Nine Months Ended September 29, 2017 September 30, 2016 (Number of claims) Claims unresolved, beginning of period 20,567 20,583 Claims filed (2) 3,450 4,022 Claims resolved (3) (6,414 ) (3,092 ) Claims unresolved, end of period 17,603 21,513 (1) Excludes claims filed by one legal firm that have been “administratively dismissed.” (2) Claims filed include all asbestos claims for which notification has been received or a file has been opened. (3) Claims resolved include all asbestos claims that have been settled, dismissed or that are in the process of being settled or dismissed based upon agreements or understandings in place with counsel for the claimants. |
Schedule Of Asbestos Related Litigation [Table Text Block] | The Company’s Condensed Consolidated Balance Sheets included the following amounts related to asbestos-related litigation: September 29, 2017 December 31, 2016 (In thousands) Long-term asbestos insurance asset (1) $ 275,109 $ 293,289 Long-term asbestos insurance receivable (1) 79,417 92,269 Accrued asbestos liability (2) 53,637 51,166 Long-term asbestos liability (3) 308,995 330,194 (1) Included in Other assets in the Condensed Consolidated Balance Sheets. (2) Represents current accruals for probable and reasonably estimable asbestos-related liability costs that the Company believes the subsidiaries will pay, and unpaid legal costs related to defending themselves against asbestos-related liability claims and legal action against the Company’s insurers, which is included in Accrued liabilities in the Condensed Consolidated Balance Sheets. (3) Included in Other liabilities in the Condensed Consolidated Balance Sheets. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The Company’s segment results were as follows: Three Months Ended Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 (In thousands) Net sales: Air and Gas Handling $ 362,310 $ 320,436 $ 989,044 $ 1,009,598 Fabrication Technology 482,199 446,085 1,437,057 1,363,747 $ 844,509 $ 766,521 $ 2,426,101 $ 2,373,345 Segment operating income (loss) (1) : Air and Gas Handling $ 40,234 $ 32,331 $ 97,570 $ 102,577 Fabrication Technology 56,232 48,074 172,696 148,430 Corporate and other (14,402 ) (9,942 ) (42,024 ) (35,587 ) $ 82,064 $ 70,463 $ 228,242 $ 215,420 (1) The following is a reconciliation of Income from continuing operations before income taxes to segment operating income: Three Months Ended Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 (In thousands) Income from continuing operations before income taxes $ 63,438 $ 51,819 $ 176,005 $ 152,434 Interest expense 11,328 6,892 29,106 24,988 Restructuring and other related charges 7,298 11,752 23,131 37,998 Segment operating income $ 82,064 $ 70,463 $ 228,242 $ 215,420 |
General Disposal Group, Includi
General Disposal Group, Including Discontinued Operation, Consideration (Details) shares in Millions, $ in Millions | Sep. 24, 2017USD ($)shares |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Group, Including Discontinued Operation, Consideration | $ 860 |
Cash Consideration | $ 542 |
Stock Consideration Shares | shares | 3.3 |
General Accounting Error and Ch
General Accounting Error and Changes (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Error Corrections and Prior Period Adjustments, Description | During the three months ended September 29, 2017, the Company identified specific intercompany amounts within the Fabrication Technology segment that were incorrectly reported in Total assets and Total liabilities of the Consolidated Balance Sheet as of December 31, 2016. As a result, the Company has adjusted its Consolidated Balance Sheet as of December 31, 2016 as presented herein to reduce Other current assets and Accounts payable by $47.0 million |
Recently Issued Accounting Pr36
Recently Issued Accounting Pronouncements Details Textual (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 29, 2017 | Dec. 31, 2016 | |
Cumulative effect of accounting change | $ 9,989 | |
Capitalized Computer Software, Net | 27,600 | $ 32,300 |
Accounting Standards Update 2016-09 [Member] | ||
Cumulative effect of accounting change | $ 10,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | ||
Disposal Group, Including Discontinued Operations, Statement of Income | ||||||
Net sales | $ 114,524 | $ 112,683 | $ 343,690 | $ 339,951 | ||
Cost of sales | 77,379 | 75,590 | 224,373 | 225,310 | ||
Selling, general and administrative expense | [1] | 29,353 | 39,876 | 90,308 | 108,696 | |
Divestiture-related expense, net | [2] | 5,675 | 0 | 7,275 | 0 | |
Restructuring and other related items | [3] | 634 | 5,407 | (7,628) | 11,319 | |
Operating income (loss) | 1,483 | (8,190) | 29,362 | (5,374) | ||
Interest income | [4] | 88 | 100 | 353 | 365 | |
Income (loss) from discontinued operations before income taxes | 1,571 | (8,090) | 29,715 | (5,009) | ||
Income taxes | (511) | 259 | 7,925 | 4,201 | ||
Income (loss) from discontinued operations, net of taxes | 2,082 | $ (8,349) | 21,790 | (9,210) | ||
Disposal Group, Including Discontinued Operation, Balance Sheet [Abstract] | ||||||
Cash and cash equivalents | 12,036 | 12,036 | $ 12,916 | |||
Trade receivables, less allowance for doubtful accounts of $11,245 and $12,506 | 73,864 | 73,864 | 74,818 | |||
Inventories, net | 53,283 | 53,283 | 38,885 | |||
Other current assets | 24,459 | 24,459 | 23,656 | |||
Property, plant, and equipment, net | 73,907 | 73,907 | 66,474 | |||
Goodwill | 222,422 | 222,422 | 212,330 | |||
Intangible assets, net | 14,516 | 14,516 | 15,302 | |||
Other Assets | 19,976 | 19,976 | 12,951 | |||
Total assets held for sale | 494,463 | 494,463 | 457,332 | |||
Less: current portion | 494,463 | 494,463 | 150,275 | |||
Assets held for sale, less current portion | 0 | 0 | 307,057 | |||
Accounts payable | 46,064 | 46,064 | 43,356 | |||
Customer advances and billings in excess of costs incurred | 12,773 | 12,773 | 10,795 | |||
Accrued liabilities | 34,442 | 34,442 | 33,032 | |||
Other Liabilities | 179,128 | 179,128 | 165,974 | |||
Total liabilities held for sale | 272,407 | 272,407 | 253,157 | |||
Less: current portion | 272,407 | 272,407 | 87,183 | |||
Liabilities held for sale, less current portion | 0 | 0 | 165,974 | |||
DIsposal Group, Annual Revenue | $ 461,300 | |||||
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | ||||||
Accumulated Other Comprehensive Loss, Discontinued Operations | $ 177,000 | 177,000 | ||||
Gain (Loss) on Disposition of Assets | 12,000 | |||||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | 33,900 | 7,300 | ||||
Cash Provided by (Used in) Investing Activities, Discontinued Operations | $ 6,000 | $ 2,600 | ||||
[1] | Pursuant to the Purchase Agreement, the Company will retain its asbestos-related contingencies and insurance coverages. However, as the Company will not retain an interest in the ongoing operations of the business subject to the contingencies, the Company has classified asbestos-related activity in its Condensed Consolidated Statements of Operations as part of Income (loss) from discontinuing operations. See Note 13, “Commitments and Contingencies” for further information. | |||||
[2] | Primarily related to professional and consulting fees associated with due diligence and preparation of regulatory filings, as well as employee benefit arrangements and other disposition-related activities. | |||||
[3] | During the nine months ended September 29, 2017, the Company recorded a gain of approximately $12 million from the sale of a facility that was previously closed as part of restructuring activities. | |||||
[4] | Interest expense has not been allocated to the discontinued operations. |
Acquisitions Acquisition (Detai
Acquisitions Acquisition (Details) € in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 29, 2017EUR (€) | Sep. 29, 2017USD ($) | Sep. 29, 2017EUR (€) | |
Business Combination, Consideration Transferred | $ | $ 58 | ||
Air and Gas [Member] | |||
Business Combination, Consideration Transferred | € 193 | ||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | € 145 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | ||
Earnings Per Share [Abstract] | |||||
Net income from continuing operations attributable to Colfax Corporation | [1] | $ 43,781 | $ 36,319 | $ 116,010 | $ 99,549 |
Weighted-average shares of Common stock outstanding - basic | 123,260,978 | 122,836,762 | 123,187,447 | 122,918,259 | |
Net income per share from continuing operations - basic | $ 0.36 | $ 0.30 | $ 0.94 | $ 0.81 | |
Net effect of potentially dilutive securities - stock options and restricted stock units | 819,826 | 265,452 | 760,315 | 211,540 | |
Weighted-average shares of Common stock outstanding - diluted | 124,080,804 | 123,102,214 | 123,947,762 | 123,129,799 | |
Net income per share from continuing operations - diluted | $ 0.35 | $ 0.30 | $ 0.94 | $ 0.81 | |
[1] | Net income from continuing operations attributable to Colfax Corporation for the respective periods is calculated using Net income from continuing operations less the income attributable to noncontrolling interest, net of taxes. |
Net Income Per Share (Details T
Net Income Per Share (Details Textual) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2.8 | 5.2 | 2.8 | 5.1 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Income from continuing operations before income taxes | $ 63,438 | $ 51,819 | $ 176,005 | $ 152,434 |
Provision for income taxes | $ 13,816 | $ 11,271 | $ 46,128 | $ 40,852 |
Effective Income Tax Rate, Continuing Operations | 21.80% | 21.80% | 26.20% | 26.80% |
Discrete tax benefit | $ 1,600 | $ 2,300 |
Equity (Details - AOCI Componen
Equity (Details - AOCI Components) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 29, 2017 | Sep. 30, 2016 | |||
Changes in Accumulated Other Comprehensive Loss [Line Items] | ||||
Beginning Balance | $ (988,345) | $ (686,715) | ||
Foreign currency translation adjustment | 279,384 | (160,308) | ||
Loss on long-term intra-entity foreign currency transactions | (27,855) | (30,353) | ||
Loss on net investment hedges | (27,737) | 3,482 | ||
Unrealized gain on cash flow hedges | 5,551 | 327 | ||
Other comprehensive income (loss) before reclassifications | 229,343 | (186,852) | ||
Amounts reclassified from Accumulated other comprehensive loss | [1] | 5,230 | 5,957 | [2] |
Net current period other comprehensive income (loss) | 234,573 | (180,895) | ||
Ending balance | (753,772) | (867,610) | ||
Net Unrecognized Pension And Other Post-Retirement Benefit Cost [Member] | ||||
Changes in Accumulated Other Comprehensive Loss [Line Items] | ||||
Beginning Balance | (181,189) | (193,258) | ||
Foreign currency translation adjustment | (5,414) | 370 | ||
Loss on long-term intra-entity foreign currency transactions | 0 | 0 | ||
Loss on net investment hedges | 0 | 0 | ||
Unrealized gain on cash flow hedges | 0 | 0 | ||
Other comprehensive income (loss) before reclassifications | (5,414) | 370 | ||
Amounts reclassified from Accumulated other comprehensive loss | [1] | 5,230 | 3,579 | |
Net current period other comprehensive income (loss) | (184) | 3,949 | ||
Ending balance | (181,373) | (189,309) | ||
Foreign Currency Translation Adjustment [Member] | ||||
Changes in Accumulated Other Comprehensive Loss [Line Items] | ||||
Beginning Balance | (860,789) | (528,620) | ||
Foreign currency translation adjustment | 284,681 | (161,436) | ||
Loss on long-term intra-entity foreign currency transactions | (27,855) | (30,353) | ||
Loss on net investment hedges | 0 | 0 | ||
Unrealized gain on cash flow hedges | 0 | 0 | ||
Other comprehensive income (loss) before reclassifications | 256,826 | (191,789) | ||
Amounts reclassified from Accumulated other comprehensive loss | 0 | 2,378 | [2] | |
Net current period other comprehensive income (loss) | 256,826 | (189,411) | ||
Ending balance | (603,963) | (718,031) | ||
Unrealized Gain On Hedging Activities [Member] | ||||
Changes in Accumulated Other Comprehensive Loss [Line Items] | ||||
Beginning Balance | 53,633 | 35,163 | ||
Foreign currency translation adjustment | 117 | 758 | ||
Loss on long-term intra-entity foreign currency transactions | 0 | 0 | ||
Loss on net investment hedges | (27,737) | 3,482 | ||
Unrealized gain on cash flow hedges | 5,551 | 327 | ||
Other comprehensive income (loss) before reclassifications | (22,069) | 4,567 | ||
Amounts reclassified from Accumulated other comprehensive loss | 0 | 0 | ||
Net current period other comprehensive income (loss) | (22,069) | 4,567 | ||
Ending balance | $ 31,564 | $ 39,730 | ||
[1] | Included in the computation of net periodic benefit cost. See Note 10, “Net Periodic Benefit Cost - Defined Benefit Plans” for additional details. | |||
[2] | Represents foreign currency translation charges reclassified as a result of the deconsolidation of the Company’s Venezuelan operations which are included in Selling, general and administrative expense for the three and nine months ended September 30, 2016. |
Equity Textuals (Details)
Equity Textuals (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 29, 2017 | Sep. 30, 2016 | |
Equity [Abstract] | ||
Other Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | $ 6.2 | $ 4.9 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 132,599 | $ 121,886 |
Work in process | 55,702 | 55,845 |
Finished goods | 261,270 | 221,866 |
Inventory, gross | 449,571 | 399,597 |
Less: allowance for excess, slow-moving and obsolete inventory | (35,015) | (34,625) |
Inventories, net | $ 414,556 | $ 364,972 |
Debt Components (Details)
Debt Components (Details) - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total Debt | $ 1,340,488 | $ 1,292,144 |
Less: current portion | (5,861) | (5,406) |
Long-term debt | 1,334,627 | 1,286,738 |
Senior unsecured notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 408,142 | 0 |
Term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 633,249 | 678,286 |
Trade receivables financing arrangement [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 52,289 | 63,399 |
Revolving credit facilities and other [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | $ 246,808 | $ 550,459 |
Debt (Details Textual)
Debt (Details Textual) $ in Thousands, € in Millions | Apr. 19, 2017EUR (€) | Sep. 29, 2017USD ($) | Sep. 30, 2016USD ($) | Apr. 19, 2017USD ($) |
Debt discount | $ 4,300 | |||
Deferred Finance Costs, Net | 9,800 | |||
Proceeds from borrowings on senior unsecured notes | 374,450 | $ 0 | ||
Repayments of Debt | € | € 283.5 | |||
Letter of Credit Subfacility, Maximum Borrowing Capacity | 813,300 | |||
Letters of Credit, Amount Outstanding | $ 416,000 | |||
Debt Instrument, Covenant Compliance | As of September 29, 2017, the Company is in compliance with the covenants under the DB Credit Agreement. | |||
DB credit agreement [Member] | ||||
Long-term Debt, Weighted Average Interest Rate | 2.74% | |||
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,100,000 | |||
Senior unsecured notes [Member] | ||||
Deferred Finance Costs, Net | $ 6,000 | |||
Proceeds from borrowings on senior unsecured notes | € | € 350 | |||
Euro Bond Coupon Rate | 3.25% | |||
Bilateral agreements [Member] | ||||
Long-term Debt, Weighted Average Interest Rate | 2.18% | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 216,300 | |||
Outstanding borrowings | $ 16,000 | |||
Trade receivables financing arrangement [Member] | ||||
Long-term Debt, Weighted Average Interest Rate | 2.03% | |||
Secured Debt, Maximum Borrowing Capacity | $ 80,000 | |||
Trade receivables financing arrangement, outstanding borrowings | $ 52,300 |
Accrued Liabilities Chart (Deta
Accrued Liabilities Chart (Details) - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 | |
Accrued Liabilities [Abstract] | |||
Accrued payroll | $ 94,469 | $ 87,045 | |
Accrued taxes | 44,632 | 35,429 | |
Accrued asbestos-related liability | [1] | 53,637 | 51,166 |
Warranty liability - current portion | 27,649 | 29,233 | |
Accrued restructuring liability - current portion | 3,549 | 10,783 | |
Accrued third-party commissions | 15,843 | 10,432 | |
Other | 96,965 | 87,238 | |
Accrued liabilities | $ 336,744 | $ 311,326 | |
[1] | Represents current accruals for probable and reasonably estimable asbestos-related liability costs that the Company believes the subsidiaries will pay, and unpaid legal costs related to defending themselves against asbestos-related liability claims and legal action against the Company’s insurers, which is included in Accrued liabilities in the Condensed Consolidated Balance Sheets. |
Warranty Liability Rollforward
Warranty Liability Rollforward (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 29, 2017 | Sep. 30, 2016 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Warranty liability, beginning of period | $ 30,222 | $ 35,634 |
Accrued warranty expense | 12,845 | 17,368 |
Changes in estimates related to pre-existing warranties | 850 | 4,701 |
Cost of warranty service work performed | (17,634) | (27,429) |
Acquisitions | 13 | 304 |
Foreign exchange translation effect | 1,616 | (356) |
Warranty liability, end of period | $ 27,912 | $ 30,222 |
Restructuring Rollforward (Deta
Restructuring Rollforward (Details) $ in Thousands | 9 Months Ended | |
Sep. 29, 2017USD ($) | ||
Balance at Beginning of Period | $ 10,985 | |
Provisions | 23,131 | |
Payments | (26,665) | |
Foreign Currency Translation | 432 | |
Balance at End of Period | 3,617 | [1] |
Restructuring Provisions before Non-Cash Charges | 18,865 | |
Non cash impairment restructuring provisions | 4,266 | [2] |
Air and Gas Handling | ||
Balance at Beginning of Period | 6,089 | |
Provisions | 9,285 | |
Payments | (13,022) | |
Foreign Currency Translation | 311 | |
Balance at End of Period | 2,663 | |
Fabrication Technology | ||
Balance at Beginning of Period | 4,693 | |
Provisions | 13,846 | |
Payments | (13,495) | |
Foreign Currency Translation | 108 | |
Balance at End of Period | 886 | |
Restructuring Provisions before Non-Cash Charges | 9,580 | |
Non cash impairment restructuring provisions | 4,266 | [2] |
Corporate and other | ||
Balance at Beginning of Period | 203 | |
Provisions | 0 | |
Payments | (148) | |
Foreign Currency Translation | 13 | |
Balance at End of Period | 68 | |
Termination benefits [Member] | Air and Gas Handling | ||
Balance at Beginning of Period | 4,855 | [3] |
Provisions | 6,570 | [3] |
Payments | (9,084) | [3] |
Foreign Currency Translation | 318 | [3] |
Balance at End of Period | 2,659 | [3] |
Termination benefits [Member] | Fabrication Technology | ||
Balance at Beginning of Period | 3,712 | [3] |
Provisions | 4,396 | [3] |
Payments | (7,360) | [3] |
Foreign Currency Translation | 94 | [3] |
Balance at End of Period | 842 | [3] |
Facility closure costs [Member] | Air and Gas Handling | ||
Balance at Beginning of Period | 1,234 | [2] |
Provisions | 2,715 | [2] |
Payments | (3,938) | [2] |
Foreign Currency Translation | (7) | [2] |
Balance at End of Period | 4 | [2] |
Facility closure costs [Member] | Fabrication Technology | ||
Balance at Beginning of Period | 981 | [2] |
Provisions | 5,184 | [2] |
Payments | (6,135) | [2] |
Foreign Currency Translation | 14 | [2] |
Balance at End of Period | 44 | [2] |
Facility closure costs [Member] | Corporate and other | ||
Balance at Beginning of Period | 203 | [2] |
Provisions | 0 | [2] |
Payments | (148) | [2] |
Foreign Currency Translation | 13 | [2] |
Balance at End of Period | $ 68 | [2] |
[1] | As of September 29, 2017, $3.5 million and $0.1 million of the Company’s restructuring liability was included in Accrued liabilities and Other liabilities, respectively. | |
[2] | Includes the cost of relocating associates, relocating equipment and lease termination expense in connection with the closure of facilities. During the nine months ended September 29, 2017, the Company recorded a $4 million non-cash impairment charge for a facility in our Fabrication Technology segment, that was previously closed as part of restructuring activities. | |
[3] | Includes severance and other termination benefits, including outplacement services. The Company recognizes the cost of involuntary termination benefits at the communication date or ratably over any remaining expected future service period. Voluntary termination benefits are recognized as a liability and an expense when employees accept the offer and the amount can be reasonably estimated. |
Accrued Liabilities (Details Te
Accrued Liabilities (Details Textual) - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 |
Restructuring Reserve, Noncurrent | $ 100 | |
Expected Remaining Restructuring and Related Charges For Year | 22,000 | |
Restructuring Reserve, Current | 3,549 | $ 10,783 |
Fluid Handling [Member] | ||
Expected Remaining Restructuring and Related Charges For Year, Discontinued Operations Portion | 3,000 | |
Restructuring Reserve, Current | $ 2,300 |
Net Periodic Benefit Cost-Def51
Net Periodic Benefit Cost-Defined Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | |
Discontinued Operation [Member] | ||||
Disposal Group, Including Discontinued Operation, Pension Plan Benefit Obligation | $ 170,700 | $ 170,700 | ||
Net periodic benefit cost (income) | 2,000 | $ 1,000 | 4,300 | $ 4,000 |
Pension Benefits-U.S. Plans: [Member] | ||||
Service cost | 46 | 48 | 139 | 144 |
Interest cost | 3,892 | 4,352 | 11,637 | 13,057 |
Expected return on plan assets | (5,340) | (6,121) | (16,019) | (18,362) |
Amortization | 1,623 | 1,612 | 4,860 | 4,846 |
Net periodic benefit cost (income) | 221 | (109) | 617 | (315) |
Pension Benefits - Non-U.S. Plans: [Member] | ||||
Service cost | 409 | 821 | 2,407 | 2,512 |
Interest cost | 6,358 | 7,287 | 19,537 | 24,447 |
Expected return on plan assets | (6,994) | (6,604) | (20,404) | (22,804) |
Amortization | 1,728 | 417 | 3,401 | 1,261 |
Net periodic benefit cost (income) | 1,501 | 1,921 | 4,941 | 5,416 |
Other Post-Retirement Benefits: [Member] | ||||
Service cost | 10 | (2) | 31 | 29 |
Interest cost | 243 | 154 | 728 | 779 |
Amortization | (101) | (682) | (301) | (554) |
Net periodic benefit cost (income) | $ 152 | $ (530) | $ 458 | $ 254 |
Fair Value Hierarchy (Details)
Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 |
Cash equivalents | $ 20,947 | $ 24,603 |
Deferred compensation plans | 6,390 | 4,586 |
Deferred compensation plans liability | 6,390 | 4,586 |
Assets, Fair Value Disclosure | 34,162 | 35,810 |
Liabilities, Fair Value Disclosure | 10,853 | 17,595 |
Fair Value, Inputs, Level 1 [Member] | ||
Cash equivalents | 20,947 | 24,603 |
Assets, Fair Value Disclosure | 20,947 | 24,603 |
Fair Value, Inputs, Level 2 [Member] | ||
Deferred compensation plans | 6,390 | 4,586 |
Deferred compensation plans liability | 6,390 | 4,586 |
Assets, Fair Value Disclosure | 13,215 | 11,207 |
Liabilities, Fair Value Disclosure | 10,853 | 17,595 |
Foreign currency contracts related to customer sales contracts | ||
Foreign currency contracts designated as hedges, Assets | 4,488 | 992 |
Foreign currency contracts not designated as hedges, Assets | 1,491 | 1,285 |
Foreign currency contracts designated as hedges, Liabilities | 2,353 | 11,280 |
Foreign currency contracts not designated as hedges, Liability | 492 | 256 |
Foreign currency contracts related to customer sales contracts | Fair Value, Inputs, Level 2 [Member] | ||
Foreign currency contracts designated as hedges, Assets | 4,488 | 992 |
Foreign currency contracts not designated as hedges, Assets | 1,491 | 1,285 |
Foreign currency contracts designated as hedges, Liabilities | 2,353 | 11,280 |
Foreign currency contracts not designated as hedges, Liability | 492 | 256 |
Foreign currency contracts related to supplier purchase contracts | ||
Foreign currency contracts designated as hedges, Assets | 668 | 4,224 |
Foreign currency contracts not designated as hedges, Assets | 178 | 120 |
Foreign currency contracts designated as hedges, Liabilities | 1,055 | 469 |
Foreign currency contracts not designated as hedges, Liability | 563 | 1,004 |
Foreign currency contracts related to supplier purchase contracts | Fair Value, Inputs, Level 2 [Member] | ||
Foreign currency contracts designated as hedges, Assets | 668 | 4,224 |
Foreign currency contracts not designated as hedges, Assets | 178 | 120 |
Foreign currency contracts designated as hedges, Liabilities | 1,055 | 469 |
Foreign currency contracts not designated as hedges, Liability | $ 563 | $ 1,004 |
Foreign Currency Contracts Noti
Foreign Currency Contracts Notional Values (Details) - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 |
Derivative, Notional Amount | $ 408,435 | $ 425,359 |
Foreign currency contracts related to customer sales contracts | Not Designated As Hedging Instrument [Member] | ||
Derivative, Notional Amount | 123,617 | 85,542 |
Foreign currency contracts related to customer sales contracts | Designated As Hedging Instrument [Member] | ||
Derivative, Notional Amount | 178,585 | 215,086 |
Foreign currency contracts related to supplier purchase contracts | Not Designated As Hedging Instrument [Member] | ||
Derivative, Notional Amount | 44,736 | 40,127 |
Foreign currency contracts related to supplier purchase contracts | Designated As Hedging Instrument [Member] | ||
Derivative, Notional Amount | $ 61,497 | $ 84,604 |
Gain (Loss) On Derivative Instr
Gain (Loss) On Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | ||
Unrealized (loss) gain on net investment hedges | $ (27,737) | $ 3,482 | |||
Designated As Hedging Instrument [Member] | |||||
Unrealized (loss) gain on net investment hedges | [1] | $ (8,308) | $ 9,187 | (27,737) | 3,482 |
Designated As Hedging Instrument [Member] | Foreign currency contracts related to customer sales contracts | |||||
Unrealized gain (loss) on Foreign Currency Contracts | 798 | (362) | 3,515 | 496 | |
Realized gain (loss) on Foreign Currency Contracts | 323 | 297 | 1,950 | (2,075) | |
Designated As Hedging Instrument [Member] | Foreign currency contracts related to supplier purchase contracts | |||||
Unrealized gain (loss) on Foreign Currency Contracts | 306 | 403 | 945 | (838) | |
Realized gain (loss) on Foreign Currency Contracts | (1,022) | (207) | (2,036) | 2,504 | |
Not Designated As Hedging Instrument [Member] | Foreign currency contracts related to customer sales contracts | |||||
Unrealized gain (loss) on Foreign Currency Contracts | (289) | 157 | (29) | 777 | |
Realized gain (loss) on Foreign Currency Contracts | (737) | (521) | 853 | (684) | |
Not Designated As Hedging Instrument [Member] | Foreign currency contracts related to supplier purchase contracts | |||||
Unrealized gain (loss) on Foreign Currency Contracts | (104) | (42) | 500 | (558) | |
Realized gain (loss) on Foreign Currency Contracts | $ 498 | $ (360) | $ 243 | $ (621) | |
[1] | The unrealized (loss) gain on net investment hedges is attributable to the change in valuation of Euro denominated debt. |
Financial Instruments and Fai55
Financial Instruments and Fair Value Measurements (Details Textual) - USD ($) $ in Billions | Sep. 29, 2017 | Dec. 31, 2016 |
Financial Instruments and Fair Value Measurements [Abstract] | ||
Long-term Debt, Fair Value | $ 1.3 | $ 1.3 |
Claims Rollforward (Details)
Claims Rollforward (Details) - Asbestos_claims | 9 Months Ended | ||
Sep. 29, 2017 | Sep. 30, 2016 | ||
Commitments and Contingencies Disclosure [Abstract] | |||
Claims unresolved, beginning of period | [1] | 20,567 | 20,583 |
Claims filed | [1],[2] | 3,450 | 4,022 |
Claims resolved | [1],[3] | (6,414) | (3,092) |
Claims unresolved, end of period | [1] | 17,603 | 21,513 |
[1] | Excludes claims filed by one legal firm that have been “administratively dismissed.” | ||
[2] | Claims filed include all asbestos claims for which notification has been received or a file has been opened. | ||
[3] | Claims resolved include all asbestos claims that have been settled, dismissed or that are in the process of being settled or dismissed based upon agreements or understandings in place with counsel for the claimants. |
Asbestos Litigation (Details 1)
Asbestos Litigation (Details 1) - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Long-term asbestos insurance asset | [1] | $ 275,109 | $ 293,289 |
Long-term asbestos insurance receivable | [1] | 79,417 | 92,269 |
Accrued asbestos liability | [2] | 53,637 | 51,166 |
Long-term asbestos liability | [3] | $ 308,995 | $ 330,194 |
[1] | Included in Other assets in the Condensed Consolidated Balance Sheets. | ||
[2] | Represents current accruals for probable and reasonably estimable asbestos-related liability costs that the Company believes the subsidiaries will pay, and unpaid legal costs related to defending themselves against asbestos-related liability claims and legal action against the Company’s insurers, which is included in Accrued liabilities in the Condensed Consolidated Balance Sheets. | ||
[3] | Included in Other liabilities in the Condensed Consolidated Balance Sheets. |
Commitments and Contingencies58
Commitments and Contingencies (Details Textual) $ in Millions | 9 Months Ended |
Sep. 29, 2017USD ($) | |
Subsidiary 1 [Member] | |
Asbestos-Related Insurance Proceeds | $ 30.5 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | ||
Net sales | $ 844,509 | $ 766,521 | $ 2,426,101 | $ 2,373,345 | |
Income from continuing operations before income taxes | 63,438 | 51,819 | 176,005 | 152,434 | |
Interest expense | 11,328 | 6,892 | 29,106 | 24,988 | |
Restructuring and other related charges | 7,298 | 11,752 | 23,131 | 37,998 | |
Segment Operating Income (Loss) | [1] | 82,064 | 70,463 | 228,242 | 215,420 |
Air and Gas Handling | |||||
Net sales | 362,310 | 320,436 | 989,044 | 1,009,598 | |
Segment Operating Income (Loss) | [1] | 40,234 | 32,331 | 97,570 | 102,577 |
Fabrication Technology | |||||
Net sales | 482,199 | 446,085 | 1,437,057 | 1,363,747 | |
Segment Operating Income (Loss) | [1] | 56,232 | 48,074 | 172,696 | 148,430 |
Corporate and other | |||||
Segment Operating Income (Loss) | [1] | $ (14,402) | $ (9,942) | $ (42,024) | $ (35,587) |
[1] | The following is a reconciliation of Income from continuing operations before income taxes to segment operating income: |