Equity

Common and Preferred Stock

During the years ended December 31, 2016, 2015 and 2014, 293,836, 676,126 and 252,674 shares of Common stock, respectively, were issued in connection with stock option exercises and employee share-based payment arrangements that vested during the year.

The Company entered into a Conversion Agreement with the BDT Investor, pursuant to which the BDT Investor exercised its option to convert 13,877,552 shares of Series A Perpetual Convertible Preferred Stock into 12,173,291 shares of the Company’s Common stock plus cash in lieu of a .22807018 share interest, which conversion occurred on February 12, 2014. As consideration for the BDT Investor’s agreement to exercise its optional conversion right, the Company paid approximately $23.4 million to the BDT Investor, of which $19.6 million represents the Preferred stock conversion inducement payment in the Consolidated Statement of Income for the year ended December 31, 2014.

On February 20, 2014, the Company sold 9,200,000 shares of newly issued Colfax Common stock to underwriters for public resale pursuant to a shelf registration statement for an aggregate purchase price of $632.5 million. In conjunction with this issuance, the Company recognized $22.1 million in equity issuance costs, which were recorded as a reduction to Additional paid-in capital during the year ended December 31, 2014.

The Company contributed 66,000 shares and 183,000 shares of newly issued Colfax Common stock to its U.S. defined benefit pension plan on May 21, 2015 and January 15, 2014, respectively. No contributions of Colfax Common stock were made during the year ended December 31, 2016.

Share Repurchase Program

On October 11, 2015, the Company’s Board of Directors authorized the repurchase of up to $100.0 million of the Company’s Common stock from time-to-time on the open market or in privately negotiated transactions, which were to be retired upon repurchase. The repurchase program was authorized until December 31, 2016 and did not obligate the Company to acquire any specific number of shares. The timing and amount of shares repurchased was determined by management based on its evaluation of market conditions and other factors. The repurchase program was conducted pursuant to SEC Rule 10b-18. During the years ended December 31, 2016 and 2015, the Company repurchased 1,000,000 shares and 986,279 shares, respectively, of its Common stock in open market transactions for approximately $20.8 million and $27.4 million, respectively. The repurchase program expired as of December 31, 2016.

Accumulated Other Comprehensive Loss

The following table presents the changes in the balances of each component of Accumulated other comprehensive loss including reclassifications out of Accumulated other comprehensive loss for the years ended December 31, 2016, 2015 and 2014. 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 (Loss) Gain On Hedging Activities			Total
	(In thousands)
Balance at January 1, 2014	$	(163,092	)	$	123,021		$	(6,529	)	$	(46,600	)
Acquisition of shares held by noncontrolling interest	—			(942		)	—			(942		)
Other comprehensive (loss) income before reclassifications:
Net actuarial loss	(89,379		)	—			—			(89,379		)
Foreign currency translation adjustment	4,742			(351,234		)	(32		)	(346,524		)
Gain on long-term intra-entity foreign currency transactions	—			2,096			—			2,096
Gain on net investment hedges	—			—			39,374			39,374
Unrealized loss on cash flow hedges	—			—			(8,932		)	(8,932		)
Other	1,934			—			—			1,934
Other comprehensive (loss) income before reclassifications	(82,703		)	(349,138		)	30,410			(401,431		)
Amounts reclassified from Accumulated other comprehensive loss⁽¹⁾	5,282			—			—			5,282
Net current period Other comprehensive (loss) income	(77,421		)	(349,138		)	30,410			(396,149		)
Balance at December 31, 2014	$	(240,513	)	$	(227,059	)	$	23,881		$	(443,691	)
Other comprehensive income (loss) before reclassifications:
Net actuarial gain	28,349			—			—			28,349
Foreign currency translation adjustment	7,747			(301,011		)	(382		)	(293,646		)
Loss on long-term intra-entity foreign currency transactions	—			(550		)	—			(550		)
Gain on net investment hedges	—			—			14,537			14,537
Unrealized loss on cash flow hedges	—			—			(2,873		)	(2,873		)
Other	3,817			—			—			3,817
Other comprehensive income (loss) before reclassifications	39,913			(301,561		)	11,282			(250,366		)
Amounts reclassified from Accumulated other comprehensive loss⁽¹⁾	7,342			—			—			7,342
Net current period Other comprehensive income (loss)	47,255			(301,561		)	11,282			(243,024		)
Balance at December 31, 2015	$	(193,258	)	$	(528,620	)	$	35,163		$	(686,715	)
Other comprehensive income (loss) before reclassifications:
Net actuarial gain	4,815			—			—			4,815
Foreign currency translation adjustment	2,620			(312,017		)	722			(308,675		)
Loss on long-term intra-entity foreign currency transactions	—			(22,530		)	—			(22,530		)
Gain on net investment hedges	—			—			18,537			18,537
Unrealized loss on cash flow hedges	—			—			(789		)	(789		)
Other comprehensive income (loss) before reclassifications	7,435			(334,547		)	18,470			(308,642		)
Amounts reclassified from Accumulated other comprehensive loss⁽¹⁾⁽²⁾	4,634			2,378			—			7,012
Net current period Other comprehensive income (loss)	12,069			(332,169		)	18,470			(301,630		)
Balance at December 31, 2016	$	(181,189	)	$	(860,789	)	$	53,633		$	(988,345	)

⁽¹⁾Included in the computation of net periodic benefit cost. See Note 13, “Defined Benefit Plans” for additional details.

⁽²⁾Foreign currency translation adjustment reclassification is the result of deconsolidation of the Company’s Venezuelan operations during the year ended December 31, 2016. See Note 2, “Summary of Significant Accounting Policies” for further discussion.

During the year ended December 31, 2016, Noncontrolling interest increased by $0.6 million as a result of Other comprehensive income, primarily due to foreign currency translation adjustment. During the years ended December 31, 2015 and 2014, Noncontrolling interest decreased by $22.8 million and $12.4 million, respectively, as a result of Other comprehensive loss, primarily due to foreign currency translation adjustment.

Share-Based Payments

On May 13, 2016, the Company adopted the Colfax Corporation 2016 Omnibus Incentive Plan (the “2016 Plan”) which replaced the Colfax Corporation 2008 Omnibus Incentive Plan dated April 21, 2008, as amended and restated on April 2, 2012. The 2016 Plan provides the Compensation Committee of the Company’s Board of Directors discretion in creating employee equity incentives. Awards under the 2016 Plan may be made in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, performance shares, performance units, and other stock-based awards.

The Company measures and recognizes compensation expense related to share-based payments based on the fair value of the instruments issued. Stock-based compensation expense is generally recognized as a component of Selling, general and administrative expense in the Consolidated Statements of Income, as payroll costs of the employees receiving the awards are recorded in the same line item.

The Company’s Consolidated Statements of Income reflect the following amounts related to stock-based compensation:



	Year Ended December 31,
	2016		2015		2014
	(In thousands)
Stock-based compensation expense	$	19,020	$	16,321	$	17,580
Deferred tax benefit	6,271		5,342		4,054

As of December 31, 2016, the Company had $45.9 million of unrecognized compensation expense related to stock-based awards that will be recognized over a weighted-average period of approximately 1.4 years. The intrinsic value of awards exercised or issued upon vesting was $6.5 million, $21.8 million and $13.3 million during the years ended December 31, 2016, 2015 and 2014, respectively.

Stock Options

Under the 2016 Plan, the Company may grant options to purchase Common stock, with a maximum term of 10 years at a purchase price equal to the market value of the Company’s Common stock on the date of grant. In the case of an incentive stock option granted to a holder of 10% of the Company’s outstanding Common stock, the Company may grant options to purchase Common stock with a maximum term of 5 years, at a purchase price equal to 110% of the market value of the Company’s Common stock on the date of grant.

Stock-based compensation expense for stock option awards is based upon the grant-date fair value using the Black-Scholes option pricing model. The Company recognizes compensation expense for stock option awards on a straight-line basis over the requisite service period of the entire award. The following table shows the weighted-average assumptions used to calculate the fair value of stock option awards using the Black-Scholes option pricing model, as well as the weighted-average fair value of options granted:



	Year Ended December 31,
	2016			2015			2014
Expected period that options will be outstanding (in years)	4.95			5.02			4.87
Interest rate (based on U.S. Treasury yields at the time of grant)	1.41		%	1.62		%	1.62		%
Volatility	42.50		%	28.75		%	34.67		%
Dividend yield	—			—			—
Weighted-average fair value of options granted	$	9.47		$	11.87		$	22.65

During the year ended December 31, 2016, expected volatility was estimated based on the historical volatility of the Company’s stock price and during the years ended December 31, 2015 and 2014, expected volatility was estimated based on the historical volatility of comparable public companies. The Company considers historical data to estimate employee termination within the valuation model. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. Since the Company has limited option exercise history, it has generally elected to estimate the expected life of an award based upon the Securities and Exchange Commission-approved “simplified method” noted under the provisions of Staff Accounting Bulletin No. 107 with the continued use of this method extended under the provisions of Staff Accounting Bulletin No. 110.

Stock option activity is as follows:



	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In years)	Aggregate Intrinsic Value⁽¹⁾(In thousands)
Outstanding at January 1, 2016	4,261,590		$	41.07
Granted	1,332,729		24.60
Exercised	(119,722	)	18.43
Forfeited	(184,337	)	46.83
Expired	(962,433	)	36.09
Outstanding at December 31, 2016	4,327,827		$	37.49	5.01	$	23,782
Vested or expected to vest at December 31, 2016	4,278,204		$	37.51	5.00	$	23,444
Exercisable at December 31, 2016	1,219,274		$	39.85	3.52	$	6,139


⁽¹⁾	The aggregate intrinsic value is based upon the difference between the Company’s closing stock price at the date of the Consolidated Balance Sheet and the exercise price of the stock option for in-the-money stock options. The intrinsic value of outstanding stock options fluctuates based upon the trading value of the Company’s Common stock.

Restricted Stock Units

Under the 2016 Plan, the Compensation Committee of the Board of Directors may award performance-based restricted stock units (“PRSUs”), the vesting of which is contingent upon meeting various performance goals. The vesting of the stock units is determined based on whether the Company achieves the applicable performance criteria established by the Compensation Committee of the Board of Directors. If the performance criteria are satisfied, the units are subject to additional time vesting requirements as determined at the time of grant. Under the 2016 Plan, the Compensation Committee of the Board of Directors may award non-performance-based restricted stock units (“RSUs”) to select executives, employees and outside directors. The Compensation Committee determines the terms and conditions of each award, including the restriction period and other criteria applicable to the awards. Directors may also elect to defer their annual board fees into RSUs with immediate vesting. Delivery of the shares underlying these director restricted stock units is deferred until termination of the director’s service on the Company’s Board of Directors.

The fair value of PRSUs and RSUs is equal to the market value of a share of Common stock on the date of grant and the related compensation expense is recognized ratably over the requisite service period and, for PRSUs, when it is expected that any of the performance criterion will be achieved. The performance criteria have not yet been met for the PRSUs granted during the years ended December 31, 2016, 2015 and 2014.

The activity in the Company’s PRSUs and RSUs is as follows:



	PRSUs				RSUs
	Number of Units		Weighted- Average Grant Date Fair Value		Number of Units		Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2016	523,011		$	40.19	413,521		$	44.20
Granted	202,862		24.30		310,826		25.57
Vested	(96,794	)	32.56		(79,140	)	45.62
Forfeited	(1,763	)	33.35		(61,309	)	39.87
Nonvested at December 31, 2016	627,316		$	36.25	583,898		$	34.54

The fair value of shares vested during the years ended December 31, 2016, 2015 and 2014 was $6.5 million, $8.9 million and $6.4 million, respectively.