FLIR 10-K Annual Report Dec. 31, 2017 | Alphaminr

FLIR 10-K Fiscal year ended Dec. 31, 2017

FLIR SYSTEMS INC
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PROXIES
DEF 14A
Filed on March 11, 2020
DEF 14A
Filed on March 8, 2019
DEF 14A
Filed on March 9, 2018
DEF 14A
Filed on March 10, 2017
DEF 14A
Filed on March 9, 2016
DEF 14A
Filed on March 13, 2015
DEF 14A
Filed on March 14, 2014
DEF 14A
Filed on March 15, 2013
DEF 14A
Filed on March 16, 2012
DEF 14A
Filed on Feb. 26, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Nature Of Business and Significant Accounting PoliciesNote 1. Nature Of Business and Significant Accounting Policies - (continued)Note 2. Fair Value Of Financial InstrumentsNote 3. Derivative Financial InstrumentsNote 3. Derivative Financial Instruments - (continued)Note 4. Accounts ReceivableNote 5. InventoriesNote 6. Property and EquipmentNote 7. GoodwillNote 8. Intangible AssetsNote 8. Intangible Assets - (continued)Note 9. Credit AgreementNote 10. Accrued Product WarrantiesNote 11. Long-term DebtNote 12. CommitmentsNote 13. ContingenciesNote 13. Contingencies - (continued)Note 14. Income TaxesNote 14. Income Taxes - (continued)Note 15. Stock-based CompensationNote 15. Stock-based Compensation - (continued)Note 16. Other Employee Benefit PlansNote 16. Other Employee Benefit Plans - (continued)Note 17. Operating Segments and Related InformationNote 17. Operating Segments and Related Information - (continued)Note 18. Business Acquisitions and DivestituresNote 18. Business Acquisitions and Divestitures - (continued)Note 19. Shareholders EquityNote 20. Restructuring CostsNote 20. Restructuring Costs - (continued)Note 21. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Asset Purchase Agreement by and among FLIR Integrated Imaging Solutions, Inc., Point Grey Research Inc., FLIR Systems, Inc. and certain shareholders of Point Grey Research Inc., dated as of October 1, 2016 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on October 7, 2016). 3.1 Second Restated Articles of Incorporation of FLIR Systems, Inc., as amended through May 12, 2008 (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed on February 27, 2009). 3.2 Fifth Amendment to Second Restated Articles of Incorporation of FLIR Systems, Inc. as amended on April 25, 2013 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on August 8, 2013). 3.3 Fourth Restated Bylaws of FLIR Systems, Inc., as amended through October 20, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 24, 2016). 4.1 Indenture, dated August 19, 2011, between FLIR Systems, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 19, 2011). 4.2 First Supplemental Indenture, dated August 19, 2011, between FLIR Systems, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 19, 2011). 4.3 Second Supplemental Indenture, dated January 30, 2012, between FLIR Commercial Systems, Inc., FLIR Government Systems, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K filed on February 29, 2012). 4.4 Third Supplemental Indenture, dated December 31, 2014, between FLIR Surveillance, Inc. and U.S. Bank National Association, as trustee. (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed on February 27, 2015). 4.5 Fourth Supplemental Indenture, dated June 10, 2016, by and between FLIR Systems, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed on June 10, 2016). 4.6 Form of 3.125% Note due June 15, 2021 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on June 10, 2016). 10.1 FLIR Systems, Inc. 2002 Stock Incentive Plan, amended October 23, 2013 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 8, 2013).(1) 10.2 FLIR Systems, Inc. 2002 Stock Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 10, 2005).(1) 10.3 Form of Stock Option Agreement for 2002 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 on the Current Report on Form 8-K filed on May 4, 2007).(1) 10.4 Form of Deferred Stock Agreement for 2002 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 on the Current Report on Form 8-K filed on May 4, 2007).(1) 10.5 FLIR Systems, Inc. 2009 Employee Stock Purchase Plan (incorporated by reference to Exhibit A to the Definitive Proxy Statement on Schedule 14A filed on March 20, 2009).(1) 10.6 Amended and Restated FLIR Systems, Inc. Supplemental Executive Retirement Plan, as amended and restated on October 22, 2009 (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed on February 26, 2010).(1) 10.7 FLIR Systems, Inc. 2011 Stock Incentive Plan, amended April 25, 2014 (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed on March 14, 2014).(1) 10.8 Form of Stock Option Agreement (Time-Based Vesting) for the 2011 Stock Incentive Plan, amended May 11, 2015 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on August 5, 2015).(1) 10.9 Form of Stock Option Agreement (Time-Based Vesting - Outside Directors) for the 2011 Stock Incentive Plan, amended May 11, 2015 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on August 5, 2015).(1) 10.10 Form of Restricted Stock Unit Agreement (Performance-Based Vesting) for the 2011 Stock Incentive Plan, amended May 11, 2015(incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed on February 29, 2012).(1) 10.11 Form of Restricted Stock Unit Agreement (Time-Based Vesting) for the 2011 Stock Incentive Plan, amended May 11, 2015 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 5, 2015).(1) 10.12 Form of Restricted Stock Unit Agreement (Market-Based Vesting) for the 2011 Stock Incentive Plan, amended May 11, 2015 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on August 5, 2015).(1) 10.13 FLIR Systems, Inc. 2012 Executive Bonus Plan (incorporated by reference to Exhibit 10.27 of the Annual Report on Form 10-K filed on February 27, 2015).(1) 10.14 Amended and Restated Credit Agreement by and among FLIR Systems, Inc., the subsidiaries of FLIR Systems Inc. party thereto, Bank of America N.A. and the other lenders party thereto, dated as of May 31, 2016 (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed on August 3, 2016). 10.15 Underwriting Agreement by and among FLIR Systems, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, dated as of June 1, 2016 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on June 3, 2016. 10.16 Executive Employment Agreement between FLIR Systems, Inc. and James J. Cannon dated as of June 19, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 23, 2017).(1) 10.17 Change of Control Agreement between FLIR Systems, Inc. and James J. Cannon dated as of June 19, 2017 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on May 23, 2017).(1) 10.18 Separation and Transition Agreement between FLIR Systems, Inc. and Andrew C. Teich dated June 18, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on June 21, 2017).(1) 10.19 Separation and Release of Claims Agreement between FLIR Systems, Inc. and Thomas A. Surran effective as of September 30, 2017 (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed on October 27, 2017).(1) 10.20 Executive Officer Severance Plan Agreement between FLIR Systems, Inc. and Thomas A. Surran dated April 24, 2017 (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed on October 27, 2017).(1) 10.21 FLIR Systems, Inc. Executive Officer Severance Plan, effective May 1, 2017 (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q filed on October 27, 2017).(1) 10.22 Offer Letter (the Offer Letter) between FLIR Systems, Inc. and Carol P. Lowe dated as of October 16, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on October 24, 2017).(1) 10.23 Change of Control Agreement between FLIR Systems, Inc. and Carol P. Lowe attached to the Offer Letter as Attachment A (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on October 24, 2017).(1) 21.0 Subsidiaries of FLIR Systems, Inc. 23.0 Consent of KPMG LLP. 31.1 Principal Executive Officer Certification Pursuant to Sarbanes-Oxley Act of 2002, Section 302. 31.2 Principal Financial Officer Certification Pursuant to Sarbanes-Oxley Act of 2002, Section 302. 32.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.