10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________

FORM 10-Q

_________

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 0-362

FRANKLIN ELECTRIC CO INC

(Exact name of registrant as specified in its charter)

Indiana	35-0827455
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9255 Coverdale Road
Fort Wayne, Indiana	46809
(Address of principal executive offices)	(Zip Code)

(260) 824-2900

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 YES x NO o

1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer x	Accelerated Filer o	Non-Accelerated Filer o	Smaller Reporting Company o
	Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

YES  o NO x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

	Outstanding at
Class of Common Stock Par Value	July 27, 2018
$0.10	46,715,822 shares

2

FRANKLIN ELECTRIC CO., INC.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	Number
Item 1.	Condensed Consolidated Financial Statements	4
	Condensed Consolidated Statements of Income for the Second Quarters and Six Months Ended June 30, 2018 and 2017 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income/(Loss) for the Second Quarters and Six Months Ended June 30, 2018 and 2017 (Unaudited)	5
	Condensed Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017 (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II.	OTHER INFORMATION
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 6.	Exhibits	34
Signatures		35
Exhibit Index		36

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PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Second Quarter Ended						Six Months Ended
(In thousands, except per share amounts)	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Net sales	$	343,970		$	305,349		$	639,600		$	525,601
Cost of sales	227,894			202,596			424,542			347,032
Gross profit	116,076			102,753			215,058			178,569
Selling, general, and administrative expenses	74,965			68,231			151,240			125,227
Restructuring expense	637			251			644			566
Operating income	40,474			34,271			63,174			52,776
Interest expense	(2,606		)	(2,244		)	(5,034		)	(5,758		)
Other income/(expense), net	45			5,506			(159		)	6,178
Foreign exchange income/(expense)	(999		)	(372		)	(1,550		)	103
Income before income taxes	36,914			37,161			56,431			53,299
Income tax expense	6,875			6,917			5,177			7,121
Net income	$	30,039		$	30,244		$	51,254		$	46,178
Less: Net (income)/loss attributable to noncontrolling interests	458			(335		)	417			(539		)
Net income attributable to Franklin Electric Co., Inc.	$	30,497		$	29,909		$	51,671		$	45,639
Income per share:
Basic	$	0.65		$	0.64		$	1.10		$	0.97
Diluted	$	0.64		$	0.64		$	1.09		$	0.97
Dividends per common share	$	0.1200		$	0.1075		$	0.2275		$	0.2075

See Notes to Condensed Consolidated Financial Statements.

4

FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(Unaudited)

	Second Quarter Ended						Six Months Ended
(In thousands)	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Net income	$	30,039		$	30,244		$	51,254		$	46,178
Other comprehensive income/(loss), before tax:
Foreign currency translation adjustments	(32,736		)	6,101			(25,741		)	14,504
Employee benefit plan activity	774			747			1,552			1,490
Other comprehensive income/(loss)	(31,962		)	6,848			(24,189		)	15,994
Income tax expense related to items of other comprehensive income	(176		)	(252		)	(353		)	(504		)
Other comprehensive income/(loss), net of tax	(32,138		)	6,596			(24,542		)	15,490
Comprehensive income/(loss)	(2,099		)	36,840			26,712			61,668
Less: Comprehensive loss attributable to noncontrolling interests	(469		)	(364		)	(376		)	(153		)
Comprehensive income/(loss) attributable to Franklin Electric Co., Inc.	$	(1,630	)	$	37,204		$	27,088		$	61,821

See Notes to Condensed Consolidated Financial Statements.

5

FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)	June 30, 2018			December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	70,044		$	67,233
Receivables, less allowances of $4,928 and $4,430, respectively	206,542			171,007
Inventories:
Raw material	112,061			109,590
Work-in-process	19,686			16,742
Finished goods	196,885			185,993
Total inventories	328,632			312,325
Other current assets	34,735			38,566
Total current assets	639,953			589,131
Property, plant, and equipment, at cost:
Land and buildings	140,225			142,088
Machinery and equipment	266,967			268,373
Furniture and fixtures	48,606			52,916
Other	23,179			22,810
Property, plant, and equipment, gross	478,977			486,187
Less: Allowance for depreciation	(273,880		)	(270,493		)
Property, plant, and equipment, net	205,097			215,694
Deferred income taxes	8,765			8,929
Intangible assets, net	123,497			131,471
Goodwill	235,408			236,810
Other assets	3,026			3,318
Total assets	$	1,215,746		$	1,185,353

6

	June 30, 2018			December 31, 2017
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	82,123		$	79,348
Accrued expenses and other current liabilities	57,563			63,887
Income taxes	3,589			2,213
Current maturities of long-term debt and short-term borrowings	167,803			100,453
Total current liabilities	311,078			245,901
Long-term debt	94,920			125,596
Income taxes payable non-current	12,791			17,391
Deferred income taxes	25,397			30,913
Employee benefit plans	38,472			42,178
Other long-term liabilities	17,300			19,251
Commitments and contingencies (see Note 14)	—			—
Redeemable noncontrolling interest	764			1,502
Shareholders' equity:
Common stock (65,000 shares authorized, $.10 par value) outstanding (46,543 and 46,630, respectively)	4,654			4,663
Additional capital	246,682			240,136
Retained earnings	634,992			604,905
Accumulated other comprehensive loss	(173,630		)	(149,047		)
Total shareholders' equity	712,698			700,657
Noncontrolling interest	2,326			1,964
Total equity	715,024			702,621
Total liabilities and equity	$	1,215,746		$	1,185,353

See Notes to Condensed Consolidated Financial Statements.

7

FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
(In thousands)	June 30, 2018			June 30, 2017
Cash flows from operating activities:
Net income	$	51,254		$	46,178
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	19,595			18,412
Share-based compensation	4,769			4,546
Deferred income taxes	(4,760		)	(3,361		)
Loss on disposals of plant and equipment	127			178
Gain on equity investment	—			(4,788		)
Foreign exchange (income)/expense	1,550			(103		)
Changes in assets and liabilities, net of acquisitions
Receivables	(40,812		)	(9,289		)
Inventory	(20,614		)	(31,792		)
Accounts payable and accrued expenses	(1,072		)	(24,712		)
Income taxes	(703		)	(3,481		)
Income taxes-U.S. Tax Cuts and Jobs Act	(4,600		)	—
Employee benefit plans	(1,718		)	(2,431		)
Other, net	2,153			(1,862		)
Net cash flows from operating activities	5,169			(12,505		)
Cash flows from investing activities:
Additions to property, plant, and equipment	(11,446		)	(18,621		)
Proceeds from sale of property, plant, and equipment	306			109
Cash paid for acquisitions, net of cash acquired	(8,428		)	(52,255		)
Other, net	199			153
Net cash flows from investing activities	(19,369		)	(70,614		)
Cash flows from financing activities:
Proceeds from issuance of debt	110,054			169,284
Repayment of debt	(72,721		)	(122,088		)
Proceeds from issuance of common stock	1,795			2,047
Purchases of common stock	(10,953		)	(2,374		)
Dividends paid	(10,658		)	(10,199		)
Purchase of redeemable noncontrolling shares	—			(5,047		)
Net cash flows from financing activities	17,517			31,623
Effect of exchange rate changes on cash	(506		)	2,260
Net change in cash and equivalents	2,811			(49,236		)
Cash and equivalents at beginning of period	67,233			104,331
Cash and equivalents at end of period	$	70,044		$	55,095

8

	Six Months Ended
(In thousands)	June 30, 2018		June 30, 2017
Cash paid for income taxes, net of refunds	$	15,829	$	14,583
Cash paid for interest	$	5,354	$	4,712
Non-cash items:
Additions to property, plant, and equipment, not yet paid	$	—	$	474
Payable to seller of Bombas Leao	$	—	$	24
Payable to seller of Valley Farms Supply, Inc.	$	450	$	—

See Notes to Condensed Consolidated Financial Statements.

9

FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

		Page Number
Note 1.	Condensed Consolidated Financial Statements	11
Note 2.	Accounting Pronouncements	11
Note 3.	Acquisitions	12
Note 4.	Fair Value Measurements	14
Note 5.	Financial Instruments	15
Note 6.	Goodwill and Other Intangible Assets	15
Note 7.	Employee Benefit Plans	16
Note 8.	Income Taxes	17
Note 9.	Debt	18
Note 10.	Earnings Per Share	19
Note 11.	Equity Roll Forward	20
Note 12.	Accumulated Other Comprehensive Income/(Loss)	20
Note 13.	Segment Information	21
Note 14.	Commitments and Contingencies	23
Note 15.	Share-Based Compensation	23
Note 16.	Subsequent Event	25

10

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying condensed consolidated balance sheet as of December 31, 2017, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements as of June 30, 2018, and for the second quarters and six months ended June 30, 2018 and June 30, 2017 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations.  In the opinion of management, all accounting entries and adjustments (including normal, recurring adjustments) considered necessary for a fair presentation of the financial position and the results of operations for the interim periods have been made. Operating results for the second quarter and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. For further information, including a description of the critical accounting policies of Franklin Electric Co., Inc. (the "Company"), refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

2. ACCOUNTING PRONOUNCEMENTS

Adoption of New Accounting Standards

In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires entities to present only the service cost component of net periodic benefit cost as an operating expense (consistent with the presentation of other employee compensation costs). The other components of net periodic benefit cost are to be presented as a non-operating expense. The Company adopted ASU 2017-07 during the first quarter ended March 31, 2018. The prior year non-service cost component of net periodic benefit costs as of June 30, 2017 was less than $0.1 million and is not considered significant. The Company has included current year non-service costs as non-operating expense. The adoption of this pronouncement did not have a material impact to the Company’s condensed consolidated financial position, results of operations, or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) as modified by subsequently issued ASUs 2015-14, 2016-08, 2016-10, 2016-12 and 2016-20 (collectively ASU 2014-09).  Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition (“Topic 605”), and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the considerations to which the entity expects to be entitled to in exchange for those goods or services. The Company made the accounting policy election allowed by ASC 606-10-32-2A to continue to present sales tax on a net basis, consistent with current guidance in ASC 605-45-15-2(e). The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method).  The Company adopted ASU 2014-09 during the first quarter ended March 31, 2018 utilizing the modified retrospective approach. The adoption of this ASU did not have a material impact to the Company’s condensed consolidated financial position, results of operations, or cash flow; however, the adoption of this ASU requires the Company to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company completed its assessment of the additional disclosure requirements with the following results:

Disaggregation of Revenue

The adoption of this ASU requires the Company to disaggregate revenue into categories to depict how the nature, timing, and uncertainty of revenue and cash flows are affected by economic factors. As evidenced in Footnote 14 Segment and Geographic Information, the Company’s business consists of the Water, Fueling, Distribution, and Other segments. The Other segment includes unallocated corporate expenses and intersegment eliminations. A reconciliation of disaggregated revenue to segment revenue as well as Water Segment revenue by geographical regions is provided in Footnote 14, consistent with how the Company evaluates financial performance.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. The Company typically sells its products to customers by purchase order, and does not have any additional performance obligations included in contracts to customers other than the shipment of products. The Company records net sales revenues after discounts at the time of sale based on specific discount programs in effect, related historical data, and experience. The Company typically ships products FOB shipping at

11

which point control of the products passes to the customers. Any shipping and handling fees prior to shipment are considered activities required to fulfill the Company’s promise to transfer goods, and do not qualify as a separate performance obligation. Shipping and handling costs are recorded as a component of cost of sales. Additionally, the Company offers assurance-type warranties (vs. service warranties) which do not qualify as a separate performance obligation. Therefore, the Company allocates the transaction price based on a single performance obligation. The Company offers normal and customary trade terms to its customers, no significant part of which is of an extended nature. The Company considers the performance obligation satisfied and recognizes revenue at a point in time, the time of shipment. The Company does not generally allow for refunds or returns to customers and does not have outstanding performance obligations for contracts with original durations of greater than one year at the end of the reporting period.

Contract Costs

The Company does not have outstanding contracts with an original term greater than one year; therefore, the Company expenses costs to obtain a contract as incurred.

Accounting Standards Issued But Not Yet Adopted

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU was issued following the enactment of the U.S. Tax Cuts and Jobs Act of 2017 ("Tax Act") and permits entities to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The ASU is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and may be applied either at the beginning of the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. The Company is currently assessing the impact of the ASU on the Company’s consolidated financial position, results of operations, and cash flows.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 removes step two from the goodwill impairment test and instead requires an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit's fair value. The ASU is effective on a prospective basis for interim and annual periods beginning after December 15, 2019 with early adoption permitted. The Company is still determining the date of adoption for this ASU but does not anticipate the adoption to have a material impact on the Company's consolidated financial position, results of operations, or cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases found in Accounting Standards Codification (“ASC”) Topic 840. This ASU requires lessees to present right-of-use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. The guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements and is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. The Company has begun the evaluation process for the adoption of the ASU, and anticipates that the majority of the Company’s outstanding operating leases would be recognized as right-of-use assets and lease liabilities upon adoption, resulting in a significant impact to the Company’s consolidated balance sheets. The Company is implementing a lease accounting software package for lease administration and compliance reporting and is in the process of entering its lease data into this package. The impact of this ASU is non-cash in nature and will not affect the Company’s cash position. The impact to the Company’s results of operations is still being evaluated.

3. ACQUISITIONS

During the first quarter ended March 31, 2018, the Company acquired 100 percent of the ownership interests of Lansing, Michigan-based Valley Farms Supply, Inc. ("Valley Farms"), for a purchase price of approximately $9.2 million. Valley Farms is a professional groundwater distributor operating four locations in the State of Michigan and one in the State of Indiana. Valley Farms was acquired to serve customers in this region of the United States as part of the Company’s Distribution Segment, which is a collection of professional groundwater equipment distributors. The Company has not presented separate results of operations since closing or combined pro forma financial information of the Company and the acquired interest since the beginning of 2018, as results of operations for this acquisition is immaterial.

During the second quarter of 2017, the Company redeemed 10 percent of the noncontrolling interest of Impo, a Turkish subsidiary, increasing the Company’s ownership to 100 percent for approximately TRY 17.0 million, $5.0 million at the then current exchange rate.  The 10 percent redemption value was calculated using a specified formula and resulted in a reduction to the carrying value of TRY 0.6 million ($0.2 million).  Due to the immaterial nature of the redemption, the Company has not included full year proforma statements of income for the periods presented.

12

During the second quarter of 2017, the Company acquired controlling interests in three distributors (2M Company, Inc. (“2M”), Drillers Service, Inc. (“DSI”), and Western Hydro, LLC (“Western Hydro”), collectively referred to below as the “Headwater acquisitions”) in the U.S. professional groundwater market for a combined purchase price of approximately $57.4 million, subject to certain terms and conditions. The Company had previously prepaid a $3.0 million portion of the purchase price at the time of original investment. The Company funded the Headwater acquisitions with cash on hand and short-term borrowings from the Company’s Revolver (see Note 9 - Debt). The Headwater acquisitions provide the Company with a professional groundwater distribution channel throughout the United States.

The Company previously held equity interests in these entities, each of which was less than 50 percent, and accounted for by the equity method of accounting. The Company’s total interest in each of the entities is now 100 percent and the entities are included in the Company’s consolidated results effective from the date of acquisition. The original equity interests in the acquired entities were remeasured to their fair values as of the acquisition date (which aggregated was $20.6 million) based on the income approach, which utilized management estimates and consultation with an independent third-party valuation firm. Inputs included an analysis of the enterprise value based on financial projections and ownership percentages.

Intangible assets recognized due to the Headwater acquisitions were $5.7 million and consist of customer relationships, which will be amortized utilizing the straight-line method over 15 years. The fair value of the identifiable intangible assets has been estimated using an income approach, a valuation method that values an intangible asset by discounting the future incremental earnings that may be achieved by the subject intangible asset.

The goodwill of $33.9 million resulting from the Headwater acquisitions consists primarily of the benefits of forward channel integration opportunities and broadened product offerings. All of the goodwill was recorded as part of the Distribution segment, and only a portion ($7.8 million) is expected to be deductible for tax purposes.

The final purchase price assigned to the major identifiable assets and liabilities for the Headwater acquisitions on an aggregated basis is as follows:

(In millions)
Cash	$	2.7
Receivables	29.9
Inventory	56.0
Other current assets	5.1
Total current assets	93.7
Property, plant, and equipment	9.8
Intangible assets	5.7
Goodwill	33.9
Other assets	0.2
Total assets	143.3
Accounts payable	(19.6		)
Accrued liabilities and other current liabilities	(11.4		)
Current maturities of long-term debt	(31.6		)
Total current liabilities	(62.6		)
Long-term debt	(2.0		)
Other long-term liabilities	(0.7		)
Total liabilities	(65.3		)
Total	78.0
Less: Fair value of original equity interest	(20.6		)
Total purchase price	$	57.4

The fair values of the assets acquired and liabilities assumed related to the Headwater acquisitions were final as of June 30, 2018. The Company utilized management estimates and consultation with an independent third-party valuation firm to assist in the valuation process.

13

The following unaudited proforma financial information for the second quarters and six months ended June 30, 2018 and June 30, 2017 gives effect to the Headwater acquisitions by the Company as if the acquisitions had occurred as of January 1, 2017. These unaudited proforma condensed consolidated financial statements are prepared for informational purposes only and are not necessarily indicative of actual results or financial position that would have been achieved had the acquisitions been consummated on the dates indicated and are not necessarily indicative of future operating results or financial position of the consolidated companies. The unaudited proforma condensed consolidated financial statements do not give effect to any cost savings or incremental costs that may result from the integration of the Headwater acquisitions with the Company.

FRANKLIN ELECTRIC CO., INC.
PROFORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
	Second Quarter Ended				Six Months Ended
(in millions, except per share amounts)	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Revenue:
As reported	$	344.0	$	305.3	$	639.6	$	525.6
Proforma	344.0		315.2		639.6		585.5
Net income:
As reported	$	30.5	$	29.9	$	51.7	$	45.6
Proforma	30.5		30.3		51.7		46.9
Basic earnings per share:
As reported	$	0.65	$	0.64	$	1.10	$	0.97
Proforma	0.65		0.65		1.10		1.00
Diluted earnings per share:
As reported	$	0.64	$	0.64	$	1.09	$	0.97
Proforma	0.64		0.64		1.09		0.99

Transaction costs were expensed as incurred under the guidance of FASB Accounting Standards Codification Topic 805, Business Combinations. There were $0.1 million and $0.2 million of transaction costs included in the "Selling, general, and administrative expenses" line of the Company's condensed consolidated statements of income for the second quarter and six months ended June 30, 2018, respectively. There were $0.1 million and $0.3 million of transactions costs incurred in the second quarter and six months ended June 30, 2017, respectively.

4. FAIR VALUE MEASUREMENTS

FASB ASC Topic 820, Fair Value Measurements and Disclosures, provides guidance for defining, measuring, and disclosing fair value within an established framework and hierarchy. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard established a fair value hierarchy which requires an entity to maximize the use of observable inputs and to minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value within the hierarchy are as follows:

Level 1 – Quoted prices for identical assets and liabilities in active markets;

Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As of June 30, 2018 and December 31, 2017, the assets measured at fair value on a recurring basis were as set forth in the table below:

14

(In millions)	June 30, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	3.0	$	3.0	$	—	$	—
	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	3.0	$	3.0	$	—	$	—

The Company's Level 1 assets consist of cash equivalents which are generally comprised of foreign bank guaranteed certificates of deposit.

The Company has no assets measured on a recurring basis classified as Level 2 or Level 3.

Total debt, including current maturities, have carrying amounts of $262.6 million and $226.0 million and estimated fair values of $264 million and $230 million as of June 30, 2018 and December 31, 2017, respectively. In the absence of quoted prices in active markets, considerable judgment is required in developing estimates of fair value. Estimates are not necessarily indicative of the amounts the Company could realize in a current market transaction. In determining the fair value of its debt, the Company uses estimates based on rates currently available to the Company for debt with similar terms and remaining maturities. Accordingly, the fair value of debt is classified as Level 2 within the valuation hierarchy.

5. FINANCIAL INSTRUMENTS

The Company’s deferred compensation stock program is subject to variable plan accounting and, accordingly, is adjusted for changes in the Company’s stock price at the end of each reporting period. The Company has entered into share swap transaction agreements (the "swap") to mitigate the Company’s exposure to the fluctuations in the Company's stock price. The swap has not been designated as a hedge for accounting purposes and is cancellable with 30 days' written notice by either party. As of June 30, 2018, the swap had a notional value based on 235,000 shares. For the second quarter and six months ended June 30, 2018, the swap resulted in a gain of $0.8 million and a loss of $0.3 million, respectively. For the second quarter and six months ended June 30, 2017, the swap resulted in a loss of $0.4 million and a gain of $0.4 million, respectively. Gains and losses resulting from the the swap were primarily offset by gains and losses on the fair value of the deferred compensation stock liability. All gains or losses and expenses related to the swap are recorded in the Company's condensed consolidated statements of income within the “Selling, general, and administrative expenses” line.

6. GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amounts of the Company’s intangible assets are as follows:

(In millions)	June 30, 2018					December 31, 2017
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangibles:
Patents	$	7.5	$	(6.8	)	$	7.5	$	(6.7	)
Technology	7.5		(6.1		)	7.5		(5.8		)
Customer relationships	135.6		(60.2		)	138.9		(57.6		)
Other	2.9		(2.5		)	2.9		(2.4		)
Total	$	153.5	$	(75.6	)	$	156.8	$	(72.5	)
Unamortized intangibles:
Trade names	45.6		—			47.2		—
Total intangibles	$	199.1	$	(75.6	)	$	204.0	$	(72.5	)

Amortization expense related to intangible assets for the second quarters ended June 30, 2018 and June 30, 2017 was $2.2 million and 4.3 million for the six months ended June 30, 2018 and June 30, 2017.

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Amortization expense for each of the five succeeding years is projected as follows:

(In millions)	2018		2019		2020		2021		2022
	$	8.5	$	8.4	$	8.3	$	7.9	$	7.7

The change in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2018, is as follows:

(In millions)
	Water Systems			Fueling Systems			Distribution		Consolidated
Balance as of December 31, 2017	$	139.3		$	63.6		$	33.9	$	236.8
Acquisitions	—			—			1.5		1.5
Foreign currency translation	(2.8		)	(0.1		)	—		(2.9		)
Balance as of June 30, 2018	$	136.5		$	63.5		$	35.4	$	235.4

7. EMPLOYEE BENEFIT PLANS

Defined Benefit Plans - As of June 30, 2018, the Company maintained two domestic pension plans and three German pension plans. The Company used a December 31, 2017 measurement date for these plans. One of the Company's domestic pension plans covers one active management employee, while the other domestic plan covers all eligible employees (plan was frozen as of December 31, 2011). The two domestic and three German plans collectively comprise the 'Pension Benefits' disclosure caption.

Other Benefits - The Company's other post-retirement benefit plan provides health and life insurance to domestic employees hired prior to 1992.

The following table sets forth the aggregated net periodic benefit cost for all pension plans for the second quarters and six months ended June 30, 2018 and June 30, 2017:

(In millions)	Pension Benefits
	Second Quarter Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Service cost	$	0.2		$	0.2		$	0.4		$	0.3
Interest cost	1.4			1.5			2.7			2.9
Expected return on assets	(2.2		)	(2.3		)	(4.3		)	(4.5		)
Amortization of:
Prior service cost	—			—			—			—
Actuarial loss	0.8			0.7			1.5			1.3
Settlement cost	—			—			—			—
Net periodic benefit cost	$	0.2		$	0.1		$	0.3		$	—

In the six months ended June 30, 2018, the Company made contributions of $1.1 million to the funded plans. The amount of contributions to be made to the plans during the calendar year 2018 will be finalized by September 15, 2018, based upon the funding level requirements identified and year-end valuation performed at December 31, 2017.

The following table sets fort the aggregated net periodic benefit cost for the post-retirement benefit plan for the second quarters and six months ended June 30, 2018 and June 30, 2017.

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(In millions)	Other Benefits
	Second Quarter Ended				Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Service cost	$	—	$	—	$	—	$	—
Interest cost	0.1		0.1		0.2		0.2
Expected return on assets	—		—		—		—
Amortization of:
Prior service cost	—		0.1		—		0.2
Actuarial loss	—		—		0.1		—
Settlement cost	—		—		—		—
Net periodic benefit cost	$	0.1	$	0.2	$	0.3	$	0.4

The Company adopted ASU 2017-07 in the first quarter ended March 31, 2018.  The service cost component of net periodic benefit cost above is recorded in Selling, general, and administrative expenses within the Condensed Consolidated Statements of Income, while the remaining components are recorded to Other income/(expense), net.  The prior year amounts have been reclassified to provide comparable presentation in line with the guidance.

8. INCOME TAXES

The Company’s effective tax rate from continuing operations for the six month period ended June 30, 2018 was 9.2 percent as compared to 13.4 percent for the six month period ended June 30, 2017. The effective tax rate is lower than the U.S. statutory rate of 21 percent primarily due to the recognition of the foreign-derived intangible income (FDII) provisions in the U.S. Tax Cuts and Jobs Act (Tax Act) and certain discrete events. For the second quarters of both 2018 and 2017 the effective tax rate was 18.6 percent.

The decrease in the effective tax rate for the six months ended June 30, 2018, compared with the same period in 2017, was primarily affected by the Tax Act, which reduced the U.S. federal corporate income tax rate from 35 percent to 21 percent effective January 1, 2018. The Company also reflected an estimated tax benefit of $3 million associated with the FDII provisions of the Tax Act that were effective for the first time during 2018. In addition, during the three month period ended March 31, 2018, the Company released a valuation allowance of $5.4 million related to state NOLs and incentives as it is no longer in a three-year cumulative loss position for certain state income tax purposes.

During the second quarter 2018, the Company paid $1.6 million to the one time transition tax liability imposed by the Tax Act, and in accordance with the IRS regulations has applied an estimated $3.0 million of 2017 overpayments.

The Company’s accounting for certain aspects of the Tax Act remains provisional. As noted at year-end 2017, the Company was able to reasonably estimate certain effects and, therefore, recorded provisional adjustments associated with the deemed repatriation transition tax and the remeasurement of deferred taxes. The Company has not made any additional measurement-period adjustments related to these items during the quarter as the analysis requires significant data from foreign subsidiaries that is not yet final due to future statutory deadlines as well as pending guidance from state and local tax authorities in the U.S. However, the Company is continuing to gather additional information to complete our accounting for these items. The accounting for the tax effects of the Tax Act will be completed in 2018.

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9. DEBT

Debt consisted of the following:

(In millions)	June 30, 2018			December 31, 2017
Prudential Agreement	$	30.0		$	60.0
Tax increment financing debt	20.3			20.8
New York Life	75.0			75.0
Credit Agreement	133.8			67.0
Capital leases	0.1			0.1
Foreign subsidiary debt	3.8			3.5
Less: unamortized debt issuance costs	(0.3		)	(0.3		)
	$	262.7		$	226.1
Less: current maturities	(167.8		)	(100.5		)
Long-term debt	$	94.9		$	125.6

Debt outstanding, excluding unamortized debt issuance costs, at June 30, 2018 matures as follows:

(In millions)	Total		Year 1		Year 2		Year 3		Year 4		Year 5		More Than 5 Years
Debt	$	262.9	$	167.8	$	1.3	$	1.2	$	1.3	$	1.3	$	90.0
Capital leases	0.1		—		0.1		—		—		—		—
	$	263.0	$	167.8	$	1.4	$	1.2	$	1.3	$	1.3	$	90.0

Prudential Agreement

The Company maintains the Third Amended and Restated Note Purchase and Private Shelf Agreement (the "Prudential Agreement") with an initial borrowing capacity of $250.0 million. The Prudential Agreement bears a coupon of 5.79 percent with a final maturity in 2019.  Principal installments of $30.0 million are payable annually, including the date of maturity of April 30, 2019, with any unpaid balance due at that time. There is no additional borrowing capacity resulting from principal payments made by the Company. As of June 30, 2018, the Company has $100.0 million borrowing capacity available under the Prudential Agreement.

Project Bonds

The Company, Allen County, Indiana and certain institutional investors maintain a Bond Purchase and Loan Agreement. Under the agreement, Allen County, Indiana issued a series of Project Bonds entitled “Taxable Economic Development Bonds, Series 2012 (Franklin Electric Co., Inc. Project)." The aggregate principal amount of the Project Bonds that were issued, authenticated, and are now outstanding thereunder was limited to $25.0 million. These Project Notes ("Tax increment financing debt") bear interest at 3.6 percent per annum. Interest and principal balance of the Project Notes are due and payable by the Company directly to the institutional investors in aggregate semi-annual installments commencing on July 10, 2013, and concluding on January 10, 2033.

New York Life

The Company maintains an uncommitted and unsecured private shelf agreement with NYL Investors LLC, an affiliate of New York Life (the "New York Life Agreement"), entered into on May 27, 2015 for $150.0 million maximum aggregate principal borrowing capacity and authorized issuance of $75.0 million of floating rate senior notes due May 27, 2025. These senior notes have a floating interest rate of one-month USD LIBOR (2.10 percent as of June 30, 2018) plus a spread of 1.35 percent with interest-only payments due on a monthly basis. As of June 30, 2018, there was $75.0 million remaining borrowing capacity under the New York Life Agreement.

Credit Agreement

The Company maintains the Third Amended and Restated Credit Agreement (the "Credit Agreement”). The Credit Agreement has a maturity date of October 28, 2021 and commitment amount of $300.0 million. The Credit Agreement provides that the Borrowers may request an increase in the aggregate commitments by up to $150.0 million (not to exceed a total commitment of $450.0 million). Under the Credit Agreement, the Borrowers are required to pay certain fees, including a facility fee of 0.100% to 0.275% (depending on the Company's leverage ratio) of the aggregate commitment, which fee is payable

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quarterly in arrears. Loans may be made either at (i) a Eurocurrency rate based on LIBOR plus an applicable margin of 0.75% to 1.60% (depending on the Company's leverage ratio) or (ii) an alternative base rate as defined in the Credit Agreement.

As of June 30, 2018, the Company had $133.8 million in outstanding borrowings which were primarily used for acquisition and working capital needs, $5.6 million in letters of credit outstanding, and $160.6 million of available capacity under the Credit Agreement.

Covenants

The Company’s credit agreements contain customary financial covenants. The Company’s most significant agreements and restrictive covenants are in the New York Life Agreement, the Project Bonds, the Prudential Agreement, and the Credit Agreement; each containing both affirmative and negative covenants. The affirmative covenants relate to financial statements, notices of material events, conduct of business, inspection of property, maintenance of insurance, compliance with laws and most favored lender obligations. The negative covenants include limitations on loans, advances and investments, and the granting of liens by the Company or its subsidiaries, as well as prohibitions on certain consolidations, mergers, sales and transfers of assets. The covenants also include financial requirements including a maximum leverage ratio of 3.50 to 1.00 and a minimum interest coverage ratio of 3.00 to 1.00. Cross default is applicable with the Prudential Agreement, the Project Bonds, the New York Life Agreement, and the Credit Agreement but only if the Company is defaulting on an obligation exceeding $10.0 million. The Company was in compliance with all financial covenants as of June 30, 2018.

10. EARNINGS PER SHARE

The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating security as if all of the net earnings for the period had been distributed. The Company's participating securities consist of share-based payment awards that contain a nonforfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common shareholders.

Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards.

The following table sets forth the computation of basic and diluted earnings per share:

	Second Quarter Ended					Six Months Ended
(In millions, except per share amounts)	June 30, 2018		June 30, 2017			June 30, 2018		June 30, 2017
Numerator:
Net income attributable to Franklin Electric Co., Inc.	$	30.5	$	29.9		$	51.7	$	45.6
Less: Undistributed earnings allocated to participating securities	0.2		0.2			0.4		0.3
Less: Undistributed earnings allocated to redeemable noncontrolling interest	—		(0.2		)	—		—
Net income available to common shareholders	$	30.3	$	29.9		$	51.3	$	45.3
Denominator:
Basic weighted average common shares outstanding	46.5		46.5			46.5		46.4
Effect of dilutive securities:
Non-participating employee stock options and performance awards	0.5		0.5			0.5		0.6
Diluted weighted average common shares outstanding	47.0		47.0			47.0		47.0
Basic earnings per share	$	0.65	$	0.64		$	1.10	$	0.97
Diluted earnings per share	$	0.64	$	0.64		$	1.09	$	0.97

There were 0.2 million and 0.4 million stock options outstanding for the second quarters ended June 30, 2018 and June 30, 2017, and 0.2 million and 0.3 million stock options outstanding for the six months ended June 30, 2018 and June 30, 2017, that were excluded from the computation of diluted earnings per share, as their inclusion would be anti-dilutive.

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11. EQUITY ROLL FORWARD

The schedule below sets forth equity changes in the six months ended June 30, 2018:

(In thousands)	Common Stock			Additional Paid in Capital		Retained Earnings			Minimum Pension Liability			Cumulative Translation Adjustment			Noncontrolling Interest			Total Equity			Redeemable Noncontrolling Interest
Balance as of December 31, 2017	$	4,663		$	240,136	$	604,905		$	(49,364	)	$	(99,683	)	$	1,964		$	702,621		$	1,502
Net income						51,671									385			52,056			(802		)
Dividends on common stock						(10,658		)										(10,658		)
Common stock issued	9			1,786														1,795
Common stock repurchased	(27		)			(10,926		)										(10,953		)
Share-based compensation	9			4,760														4,769
Currency translation adjustment												(25,782		)	(23		)	(25,805		)	64
Pension liability, net of tax									1,199									1,199
Balance as of June 30, 2018	$	4,654		$	246,682	$	634,992		$	(48,165	)	$	(125,465	)	$	2,326		$	715,024		$	764

12. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

Changes in accumulated other comprehensive income/(loss) by component for the six months ended June 30, 2018 and June 30, 2017, are summarized below:

(In millions)
For the six months ended June 30, 2018:	Foreign Currency Translation Adjustments			Pension and Post-Retirement Plan Benefit Adjustments (2)			Total
Balance as of December 31, 2017	$	(99.7	)	$	(49.3	)	$	(149.0	)
Other comprehensive income/(loss) before reclassifications	(25.8		)	—			(25.8		)
Amounts reclassified from accumulated other comprehensive income/(loss) (1)	—			1.2			1.2
Net other comprehensive income/(loss)	(25.8		)	1.2			(24.6		)
Balance as of June 30, 2018	$	(125.5	)	$	(48.1	)	$	(173.6	)
For the six months ended June 30, 2017
Balance as of December 31, 2016	$	(118.4	)	$	(51.5	)	$	(169.9	)
Other comprehensive income/(loss) before reclassifications	15.2			—			15.2
Amounts reclassified from accumulated other comprehensive income/(loss) (1)	—			1.0			1.0
Net other comprehensive income/(loss)	15.2			1.0			16.2
Balance as of June 30, 2017	$	(103.2	)	$	(50.5	)	$	(153.7	)

(1) This accumulated other comprehensive income/(loss) component is included in the computation of net periodic pension cost (refer to Note 7 for additional details) and is included in the "Other income/(expense), net" line of the Company's condensed consolidated statements of income.

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(2) Net of tax expense of $0.4 million and $0.5 million for the six months ended June 30, 2018 and June 30, 2017, respectively.

Amounts related to noncontrolling interests were not material.

13. SEGMENT AND GEOGRAPHIC INFORMATION

The accounting policies of the operating segments are the same as those described in Note 1 of the Company's Form 10-K.  Revenue is recognized based on the invoice price at the point in time when the customer obtains control of the product, which is typically upon shipment to the customer.  During the second quarter of 2017, as a result of acquisitions, the Company revised its reportable segments to include a Distribution segment.  The Company realigned its internal and external reporting in accordance with the Company’s revised organization and its review of performance.  The Water and Fueling segments include manufacturing operations and supply certain components and finished goods, both between segments and to the Distribution segment.  In the prior year, the Company reported certain product transfers between Water and Fueling as intersegment revenue.  The Company is now reporting these product transfers between Water and Fueling as inventory transfers as a significant number of the Company's manufacturing facilities are shared across segments for scale and efficiency purposes.  The Company continues to report intersegment transfers from Water to Distribution as intersegment revenue at market prices to properly reflect the commercial arrangement of vendor to customer that exists between the Water and Distribution segments.  Segment operating income is a key financial performance measure. Operating income by segment is based on net sales less identifiable operating expenses and allocations and includes profits recorded on sales to other segments of the Company.  The Company has retrospectively revised segment results in prior periods' to conform with current period presentations.  There is no impact on the Company's previously reported consolidated financial position, results of operations, or cash flows. 

Financial information by reportable business segment is included in the following summary:

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	Second Quarter Ended						Six Months Ended
(In millions)	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
	Net sales
Water Systems
External sales
United States & Canada	$	93.8		$	87.4		$	174.6		$	159.1
Latin America	29.0			31.0			58.1			64.0
Europe, Middle East & Africa	48.5			45.1			97.8			86.5
Asia Pacific	19.1			21.7			39.9			43.2
Intersegment sales
United States & Canada	20.0			13.1			31.8			13.1
Total sales	210.4			198.3			402.2			365.9
Distribution
External sales
United States & Canada	79.5			59.1			135.7			59.1
Intersegment sales	—			—			—			—
Total sales	79.5			59.1			135.7			59.1
Fueling Systems
External sales
United States & Canada	38.5			36.1			71.3			65.6
All other	35.6			24.9			62.2			48.1
Intersegment sales	—			—			—			—
Total sales	74.1			61.0			133.5			113.7
Intersegment Eliminations/Other	(20.0		)	(13.1		)	(31.8		)	(13.1		)
Consolidated	$	344.0		$	305.3		$	639.6		$	525.6
	Second Quarter Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
	Operating income/(loss)
Water Systems	$	32.3		$	32.8		$	57.5		$	54.2
Distribution	4.0			3.7			3.2			3.7
Fueling Systems	18.9			14.9			32.5			25.9
Intersegment Eliminations/Other	(14.7		)	(17.1		)	(30.0		)	(31.0		)
Consolidated	$	40.5		$	34.3		$	63.2		$	52.8

	June 30, 2018		December 31, 2017
	Total assets
Water Systems	$	685.6	$	695.4
Distribution	185.7		153.1
Fueling Systems	282.8		265.7
Other	61.6		71.2
Consolidated	$	1,215.7	$	1,185.4

Other Assets are generally Corporate assets that are not allocated to the segments and are comprised primarily of cash and property, plant and equipment.

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14. COMMITMENTS AND CONTINGENCIES

The Company is defending various claims and legal actions which have arisen in the ordinary course of business. In the opinion of management, based on current knowledge of the facts and after discussion with counsel, these claims and legal actions can be defended or resolved without a material effect on the Company’s financial position, results of operations, and net cash flows.

At June 30, 2018, the Company had $5.2 million of commitments primarily for capital expenditures and purchase of raw materials to be used in production.

The Company provides warranties on most of its products. The warranty terms vary but are generally two years to five years from date of manufacture or one year to five years from date of installation. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims. The Company actively studies trends of warranty claims and takes actions to improve product quality and minimize warranty claims. The Company believes that the warranty reserve is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the reserve.

The changes in the carrying amount of the warranty accrual, as recorded in the "Accrued expenses and other current liabilities" line of the Company's condensed consolidated balance sheet for the six months ended June 30, 2018, are as follows:

(In millions)
Balance as of December 31, 2017	$	9.5
Accruals related to product warranties	5.0
Additions related to acquisitions	0.1
Reductions for payments made	(5.2		)
Balance as of June 30, 2018	$	9.4

15. SHARE-BASED COMPENSATION

The Franklin Electric Co., Inc. 2017 Stock Plan (the "2017 Stock Plan") is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, stock unit awards, and stock appreciation rights ("SARs") to key employees and non-employee directors. The number of shares that may be issued under the Plan is 1,400,000. Stock options and SARs reduce the number of available shares by one share for each share subject to the option or SAR, and stock awards and stock unit awards settled in shares reduce the number of available shares by 1.5 shares for every one share delivered.

The Company also maintains the Franklin Electric Co., Inc. 2012 Stock Plan (the "2012 Stock Plan"), which is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, and stock unit awards to key employees and non-employee directors.

The 2012 Stock Plan authorized 2,400,000 shares for issuance as follows:

2012 Stock Plan	Authorized Shares
Stock Options	1,680,000
Stock/Stock Unit Awards	720,000

The Company also maintains the Amended and Restated Franklin Electric Co., Inc. Stock Plan (the "2009 Stock Plan") which, as amended in 2009, provided for discretionary grants of stock options and stock awards. The 2009 Stock Plan authorized 4,400,000 shares for issuance as follows:

2009 Stock Plan	Authorized Shares
Stock Options	3,200,000
Stock Awards	1,200,000

All options in the 2009 Stock Plan have been awarded.

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The Company currently issues new shares from its common stock balance to satisfy option exercises and the settlement of stock awards and stock unit awards made under the outstanding stock plans.

Stock Options:

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model with a single approach and amortized using a straight-line attribution method over the option’s vesting period.  

The assumptions used for the Black-Scholes model to determine the fair value of options granted during the six months ended June 30, 2018 and June 30, 2017 are as follows:

	June 30, 2018		June 30, 2017
Risk-free interest rate	2.69	%	1.89	%
Dividend yield	1.05	%	0.94	%
Volatility factor	28.71	%	31.19	%
Expected term	5.6 years		5.5 years

A summary of the Company’s outstanding stock option activity and related information for the six months ended June 30, 2018 is as follows:

(Shares in thousands)	June 30, 2018
Stock Options	Shares		Weighted-Average Exercise Price
Outstanding at beginning of period	1,388		$	28.79
Granted	251		40.26
Exercised	(86	)	20.88
Forfeited	(3	)	37.21
Outstanding at end of period	1,550		$	27.26
Expected to vest after applying forfeiture rate	1,522		$	30.92
Vested and exercisable at end of period	1,009		$	27.26

A summary of the weighted-average remaining contractual term and aggregate intrinsic value as of June 30, 2018 is as follows:

	Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (000's)
Outstanding at end of period	5.84 years	$	21,753
Expected to vest after applying forfeiture rate	5.78 years	$	21,588
Vested and exercisable at end of period	4.28 years	$	17,999

The total intrinsic value of options exercised during the six months ended June 30, 2018 and June 30, 2017 was $2.0 million and $1.6 million, respectively.

As of June 30, 2018, there was $2.3 million of total unrecognized compensation cost related to non-vested stock options granted under the 2012 Stock Plan and the 2009 Stock Plan. That cost is expected to be recognized over a weighted-average period of 2.81 years.

Stock/Stock Unit Awards:

A summary of the Company’s restricted stock/stock unit award activity and related information for the sixth months ended June 30, 2018 is as follows:

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(Shares in thousands)	June 30, 2018
Restricted Stock/Stock Unit Awards	Shares		Weighted-Average Grant- Date Fair Value
Non-vested at beginning of period	463		$	36.71
Awarded	164		40.48
Vested	(82	)	40.97
Forfeited	(30	)	36.35
Non-vested at end of period	515		$	37.25

As of June 30, 2018, there was $12.1 million of total unrecognized compensation cost related to non-vested restricted stock/stock unit awards granted under the 2012 Stock Plan and the 2009 Stock Plan.  That cost is expected to be recognized over a weighted-average period of 2.53 years.

16. SUBSEQUENT EVENT

On July 30, 2018, the Company entered into the Second Amendment (the “Second Amendment”) to the New York Life Agreement. The Second Amendment to the New York Life Agreement reinstates the credit facility with an expiration date of July 30, 2021 and increases the maximum aggregate principal borrowing capacity from $150.0 million to $200.0 million. In addition, on July 30, 2018, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the Prudential Agreement, which extended the term of the facility through July 30, 2021 and increased the total undrawn facility from $100.0 million to $150.0 million.

The material terms of the New York Life Agreement and Prudential Agreement are more fully described in Note 9 of this Quarterly Report on Form 10-Q and the foregoing description is qualified in its entirety by reference to the New York Life Agreement and the Prudential Agreement, copies of which are filed as [Exhibits 10.2 - 10.3] hereof and are incorporated herein by reference.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Second Quarter 2018 vs. Second Quarter 2017

OVERVIEW

Sales in the second quarter of 2018 increased from the second quarter last year.  The sales increase was led by acquisition related sales, as well as all three segments experienced sales increases from volume and price. The impact of foreign currency translation on sales was less than 1 percent. The Company's consolidated gross profit was $116.1 million for the second quarter of 2018, an increase of $13.3 million or about 13 percent from the prior year’s second quarter. Earnings per share in the second quarter of 2018 were flat to the same period last year.

RESULTS OF OPERATIONS

Net Sales

Net sales in the second quarter of 2018 were $344.0 million, an increase of $38.7 million or about 13 percent compared to 2017 second quarter sales of $305.3 million.  Acquisition related sales were $16.6 million. Sales revenue increased by $0.9 million or less than 1 percent in the second quarter of 2018 due to foreign currency translation.

	Net Sales
(In millions)	Q2 2018			Q2 2017			2018 v 2017
Water Systems	$	210.4		$	198.3		$	12.1
Fueling Systems	74.1			61.0			13.1
Distribution	79.5			59.1			20.4
Eliminations/Other	(20.0		)	(13.1		)	(6.9		)
Consolidated	$	344.0		$	305.3		$	38.7

Net Sales-Water Systems

Water Systems sales were $210.4 million in the second quarter 2018, an increase of $12.1 million or about 6 percent versus the second quarter 2017 sales of $198.3 million. Water Systems sales were reduced by $1.1 million or about 1 percent in the quarter due to foreign currency translation. Excluding foreign currency translation, Water Systems sales were up about 7 percent compared to the second quarter 2017.

Water Systems sales in the U.S. and Canada increased by about 13 percent compared to the second quarter 2017. The impact of foreign currency translation increased sales by about 1 percent. Sales of Pioneer branded dewatering equipment increased by over 70 percent in the second quarter when compared to the prior year due to strength in North American oil and gas markets and continued diversification of product sales channels and geographies. Sales of groundwater pumping equipment increased by about 11 percent on stronger residential and agricultural system sales primarily to the Headwater business units, versus the second quarter 2017. Sales of other surface pumping equipment were flat to the prior year.

Water Systems sales in markets outside the U.S. and Canada declined by 1 percent overall. The impact of foreign currency translation decreased sales by about 2 percent. Excluding the impact of foreign currency translation, Water Systems sales in markets outside the U.S. and Canada grew organically by 1 percent. International Water Systems sales improved in Europe, the Middle East, and Africa by 7 percent due to volume and price, but were offset by lower sales in Asia Pacific and Latin America when compared to the second quarter 2017. In Asia Pacific, the Company’s sales in Korea declined due to an overall slowdown of the economic environment and strong first quarter sales; and in Thailand, sales were adversely impacted by declines in government funding for water related projects and by weather. In Brazil, the impact of a prolonged trucking strike in the second quarter significantly hurt the Company’s ability to deliver product to its customers.

Net Sales-Fueling Systems

Fueling Systems sales were $74.1 million in the second quarter 2018, an increase of $13.1 million or about 21 percent versus the second quarter 2017 sales of $61.0 million. Fueling Systems sales increased by $2.0 million or about 3 percent in the quarter due to foreign currency translation. Fueling Systems organic sales increased about 18 percent compared to the second quarter of 2017.

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Fueling Systems sales in the U.S. and Canada increased by about 7 percent compared to the second quarter 2017. The increase was broad based and included numerous product categories including fuel management, pumping, piping and containment systems. Outside the U.S. and Canada, Fueling Systems revenue grew by about 43 percent, led by stronger sales in China and Europe, partially offset by lower sales in India. China sales were $12.7 million in the second quarter of 2018 compared to second quarter of 2017 Fueling Systems China sales of $4.3 million.

Net Sales-Distribution

Distribution sales were $79.5 million in the second quarter 2018, versus second quarter 2017 sales of $59.1 million. In the second quarter of 2018, sales from businesses acquired since the second quarter of 2017 were $16.6 million. The Distribution segment organic sales increased about 6 percent compared to the second quarter of 2017.

Cost of Sales

Cost of sales as a percent of net sales for both the second quarter of 2018 and 2017 was 66.3 percent. Correspondingly, the gross profit margin was unchanged for both second quarters at 33.7 percent. The Company's consolidated gross profit was $116.1 million for the second quarter of 2018, up $13.3 million from the gross profit of $102.8 million in the second quarter of 2017. The gross profit increase was primarily due to higher sales. In the second quarter, management believes realized selling price increases offset inflation.

Selling, General, and Administrative (“SG&A”)

Selling, general, and administrative (SG&A) expenses were $75.0 million in the second quarter of 2018 compared to $68.2 million in the second quarter of the prior year. The increase in SG&A expenses from acquired businesses was $3.3 million. Excluding the acquired entities, the Company’s SG&A expenses in the second quarter of 2018 were $71.7 million, an increase of about 5 percent from the second quarter 2017, driven by an increase in research, development and engineering spending.

Restructuring Expenses

Restructuring expenses for the second quarter of 2018 were $0.6 million, with $0.4 million in the Water segment and $0.2 in Fueling from continued miscellaneous manufacturing realignment activities in North America and India. Restructuring expenses for the second quarter of 2017 were $0.3 million, primarily from continued Brazilian miscellaneous manufacturing realignment activities.

Operating Income

Operating income was $40.5 million in the second quarter of 2018, up $6.2 million or about 18 percent from $34.3 million in the second quarter of 2017.

	Operating income (loss)
(In millions)	Q2 2018			Q2 2017			2018 v 2017
Water Systems	$	32.3		$	32.8		$	(0.5	)
Fueling Systems	18.9			14.9			4.0
Distribution	4.0			3.7			0.3
Eliminations/Other	(14.7		)	(17.1		)	2.4
Consolidated	$	40.5		$	34.3		$	6.2

Operating Income-Water Systems

Water Systems operating income was $32.3 million in the second quarter 2018, down $0.5 million or 2 percent versus the second quarter 2017 and operating income margin was 15.4 percent compared to the 16.5 percent in the second quarter 2017 primarily due to product and geographic sales mix shifts.

Operating Income-Fueling Systems

Fueling Systems operating income was $18.9 million in the second quarter of 2018, up $4.0 million or about 27 percent compared to $14.9 million in the second quarter of 2017 and the second quarter operating income margin was 25.5 percent, an increase of 110 basis points from the 24.4 percent of net sales in the second quarter of 2017. The increase in operating income was primarily due to leverage on fixed cost from higher sales.

Operating Income-Distribution

Distribution operating income was $4.0 million in the second quarter of 2018 and the second quarter operating income margin was 5.0 percent. Distribution operating income was $3.7 million in the second quarter of 2017 and the second quarter

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operating income margin was 6.3 percent. The increase in operating income is primarily related to acquisitions, while the decrease in operating income margin is due to higher SG&A expenses.

Operating Income-Eliminations/Other

Operating income-Eliminations/Other is composed primarily of inter-segment sales and profit eliminations and unallocated general and administrative expenses.  The inter-segment profit elimination impact in the second quarter of 2018 was $0.8 million. The intersegment elimination of operating income effectively defers the operating income on sales from Water Systems to Distribution in the consolidated financial results until such time as the transferred product is sold from the Distribution segment to its customer. General and administrative expenses were higher by $0.1 million or less than 1 percent.

Interest Expense

Interest expense for the second quarter of 2018 and 2017 was $2.6 million and $2.2 million, respectively.

Other Income or Expense

Other income or expense was $0 and $5.6 million in the second quarter of 2018 and 2017, respectively. Included in other income in the second quarter of 2018 was interest income of $0.2 million, primarily derived from the investment of cash balances in short-term. Included in other income in the second quarter of 2017 was a gain of $4.8 million on the previously held equity investments in three Distribution entities acquired in the second quarter 2017. Also, included in other income in the second quarter of 2017 was minority income of $0.1 million and interest income of $0.3 million, primarily derived from the investment of cash balances in short-term securities.

Foreign Exchange

Foreign currency-based transactions produced a loss for the second quarter of 2018 of $1.0 million, primarily due to the Mexican Peso relative to the U.S. dollar. Foreign currency-based transactions produced a loss for the second quarter of 2017 of $0.3 million, due to movements in several currencies relative to the U.S. dollar, none of which individually were significant.

Income Taxes

The provision for income taxes in the second quarter of both 2018 and 2017 was $6.9 million. The effective tax rate for the second quarter of 2018 was about 19 percent and, before the impact of discrete events, was about 21 percent.  The effective tax rate for the second quarter of 2017 was about 19 percent; however, before the impact of discrete events, the tax rate was about 27 percent.  Discrete events in the second quarter 2017 included the tax benefit on the non-taxable gain recorded on the previously held equity investments and the statute expiration on foreign uncertain tax positions. The tax rate as a percentage of pre-tax earnings for the full year of 2018 is projected to be about 20 percent, compared to the full year 2017 tax rate of about 25 percent, both before discrete adjustments.  The decrease in the effective tax rate was primarily affected by the Tax Act, which reduced the U.S. federal corporate income tax rate from 35 percent to 21 percent effective January 1, 2018. The Company has estimated a provisional tax benefit for the full year 2018 of about $3 million associated with the Foreign Derived Intangible Income provisions of the Tax Act that were effective for the first time during 2018. 

Net Income

Net income for the second quarter of 2018 was $30.0 million compared to the prior year second quarter net income of $30.2 million.  Net income attributable to Franklin Electric Co., Inc. for the second quarter of 2018 was $30.5 million, or $0.64 per diluted share, compared to the prior year second quarter net income attributable to Franklin Electric Co., Inc. of $29.9 million or $0.64 per diluted share.

First Half of 2018 vs. First Half of 2017

OVERVIEW

Sales in the first half of 2018 were up from the same period last year.  The sales increase was led by acquisition related sales, as well as volume and price increases from all three segments. The impact of foreign currency translation increased sales by about 2 percent. The Company's consolidated gross profit was $215.1 million for the first half of 2018, an increase of $36.5 million or about 20 percent from the first half of 2017. Earnings in the first half of 2018 were up from the same period last year.

RESULTS OF OPERATIONS

Net Sales

Net sales in the first half of 2018 were $639.6 million, an increase of $114.0 million or about 22 percent compared to 2017 first half sales of $525.6 million.  The incremental impact of sales from acquired businesses was $72.8 million or 14 percent.  Sales revenue increased by $9.0 million or about 2 percent in the first half of 2018 due to foreign currency translation.

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	Net Sales
(In millions)	YTD June 30, 2018			YTD June 30, 2017			2018 v 2017
Water Systems	$	402.2		$	365.9		$	36.3
Fueling Systems	133.5			113.7			19.8
Distribution	135.7			59.1			76.6
Eliminations/Other	(31.8		)	(13.1		)	(18.7		)
Consolidated	$	639.6		$	525.6		$	114.0

Net Sales-Water Systems

Water Systems sales were $402.2 million in the first half 2018, an increase of $36.3 million or about 10 percent versus the first half 2017. Foreign currency translation changes increased sales $4.9 million, or about 1 percent, compared to sales in the first half of 2017. The Water Systems sales change in the first half of 2018, excluding foreign currency translation, was an increase of $31.4 million or about 9 percent.

Water Systems sales in the U.S. and Canada increased by about 20 percent compared to the first half of 2017. Sales revenue increased by $1.7 million or about 1 percent in the first half of 2018 due to foreign currency translation. In the first half of 2018, sales of Pioneer branded dewatering equipment doubled when compared to the prior year due to strength in North American oil and gas markets and continued diversification of product sales channels and geographies. Sales of groundwater pumping equipment increased by about 19 percent on stronger residential and agricultural system sales primarily to the Headwater companies, versus the first half of 2017. Sales of other surface pumping equipment increased by 4 percent in part due to wet weather conditions in the upper Midwest and Canada.

Water Systems sales in markets outside the U.S. and Canada increased by about 1 percent compared to the first half of 2017. Sales revenue increased by $3.0 million or about 2 percent in the first half of 2018 due to foreign currency translation. International Water Systems sales improved in Europe, the Middle East and Africa by about 7 percent, but were more than offset by lower sales volumes in Asia Pacific and Brazil in the first half of 2018 compared to last year. Combined, sales in Latin America and Asia Pacific declined by about 7 percent. In Latin America, the sales decline was primarily in Brazil. The sales decline in Brazil was due to an overall slowdown of the economic environment and from the impact of a trucking strike that hurt the Company’s ability to deliver product to its customers. In Asia Pacific, the Company’s sales in Korea declined due to an overall slowdown of the economic environment; and in Thailand, sales were adversely impacted by declines in government funding for water related projects and by weather.

Net Sales-Fueling Systems

Fueling Systems sales were $133.5 million in the first half 2018, an increase of $19.8 million or about 17 percent from the first half of 2017. Foreign currency translation changes increased sales $4.1 million or about 4 percent compared to sales in the first half of 2017. The Fueling Systems sales change in the first half of 2018, excluding foreign currency translation, was an increase of $15.7 million or about 14 percent.

Fueling Systems sales in the U.S. and Canada grew by about 9 percent during the first half with most of the sales growth coming from fuel management systems and piping. Internationally, Fueling Systems revenues grew by about 30 percent led by stronger sales in China and Europe, partially offset by lower sales in India. China sales were $20.7 million in the first half of 2018 compared to the first half of 2017 Fueling Systems China sales of $8.3 million.

Net Sales-Distribution

Distribution sales were $135.7 million in the first half of 2018, versus the first half of 2017 sales of $59.1 million. The incremental impact of sales from acquired businesses was $72.8 million. Distribution segment organic sales increased about 6 percent compared to the first half of 2017.

Cost of Sales

Cost of sales as a percent of net sales for the first half of 2018 and 2017 was 66.4 percent and 66.0 percent, respectively. Correspondingly, the gross profit margin was 33.6 percent and 34.0 percent, respectively. The Company's consolidated gross profit was $215.1 million for the first half of 2018, up $36.5 million from the gross profit of $178.6 million in the first half of 2017. The gross profit increase was primarily due to higher sales. In the back half of the year, management expects there to be about 250 to 300 basis points of selling price increases, in part from announced pricing actions, and that these price increases will offset projected inflation, including tariffs.

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Selling, General, and Administrative (“SG&A”)

Selling, general, and administrative expenses were $151.2 million in the first half of 2018 and increased by $26.0 million or 21 percent in the first half of 2018 compared to $125.2 million the first half of last year. The increase in SG&A expenses from acquired businesses were $21.0 million. Excluding the acquired entities, the Company’s SG&A expenses in the second quarter of 2018 increased by $5.0 million or about 4 percent. 

Restructuring Expenses

Restructuring expenses for the first half of 2018 were $0.6 million. Restructuring expenses were $0.4 million in the Water segment and $0.2 in Fueling from continued miscellaneous manufacturing realignment activities. Restructuring expenses for the first half of 2017 were $0.6 million, primarily from continued Brazilian miscellaneous manufacturing realignment activities.

Operating Income

Operating income was $63.2 million in the first half of 2018, up $10.4 million from $52.8 million in the first half

of 2017.

	Operating income (loss)
(In millions)	YTD June 30, 2018			YTD June 30, 2017			2018 v 2017
Water Systems	$	57.5		$	54.2		$	3.3
Fueling Systems	32.5			25.9			6.6
Distribution	3.2			3.7			(0.5		)
Eliminations/Other	(30.0		)	(31.0		)	1.0
Consolidated	$	63.2		$	52.8		$	10.4

Operating Income-Water Systems

Water Systems operating income was $57.5 million in the first half of 2018 compared to $54.2 million in the first half of 2017, an increase of 6 percent. The first half operating income margin was 14.3 percent and decreased by 50 basis points compared to the first half of 2017. Operating income margin decreased in Water Systems primarily due to product and geographic sales mix shifts.

Operating Income-Fueling Systems

Fueling Systems operating income was $32.5 million in the first half of 2018 compared to $25.9 million in the first half of 2017. The first half operating income margin was 24.3 percent compared to 22.8 percent of net sales in the first half of 2017, an increase of 150 basis points due to leverage on fixed cost from higher sales.

Operating Income-Distribution

Distribution operating income was $3.2 million in the first half of 2018 and operating income margin was 2.4 percent. Distribution operating income was $3.7 million in the first half of 2017 and operating income margin was 6.3 percent. The Distribution segment’s operations are seasonal and product sales are significantly slower during the fourth and first quarters, i.e., the winter months in North America. The 2017 first half results were not impacted by this seasonality as the acquisitions of the Distribution entities occurred during the second quarter of 2017.

Operating Income-Eliminations/Other

Operating income-Eliminations/Other is composed primarily of inter-segment sales and profit eliminations and unallocated general and administrative expenses.  The inter-segment profit elimination impact in the first half of 2018 was $1.4 million. The intersegment elimination of operating income effectively defers the operating income on sales from Water Systems to Distribution in the consolidated financial results until such time as the transferred product is sold from the Distribution segment to its end third party customer. General and administrative expenses were higher by $0.9 million or about 3 percent to last year in the first half.

Interest Expense

Interest expense for the first half of 2018 and 2017 was $5.0 million and $5.8 million, respectively.

Other Income or Expense

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Other income or expense was a loss of $0.2 million in the first half of 2018. Included in other income in the first half of 2018 was interest income of $0.3 million, primarily derived from the investment of cash balances in short-term securities. The first half of 2017 other income or expense was income of $6.2 million. Included in other income in the first half of 2017 was a gain of $4.8 million on the previously held equity investments in three Distribution entities. Also, included in other income in the first half of 2017 was minority income $0.6 million and interest income of $0.6 million, primarily derived from the investment of cash balances in short-term securities.

Foreign Exchange

Foreign currency-based transactions for the first half of 2018 was a loss of $1.6 million due to movements in several currencies relative to the U.S. dollar, with the Mexican Peso and South African Rand being the most significant. Foreign currency-based transactions for the first half of 2017 was a gain $0.1 million, due to movements in several currencies relative to the U.S. dollar, none of which individually were significant.

Income Taxes

The provision for income taxes in the first half of 2018 and 2017 was $5.2 million and $7.1 million, respectively. The effective tax rate for the first half of 2018 was about 9 percent and, before the impact of discrete events, was about 20 percent. The effective tax rate in the first half of 2017 was about 13 percent and, before the impact of discrete events, was about 27 percent. The Company estimates its effective tax rate for 2018 after discrete events will be 13 to 17 percent, or about 10 points lower than the effective tax rate of 25 percent in 2017.  The lower tax rate before discrete events is primarily the result of the U.S. Tax Cuts and Jobs Act of 2017.  Discrete events in the first half of 2018 include the release of a valuation allowance related to state net operating losses and incentives; and in 2017 included a realized foreign currency translation loss, the release of a valuation allowance related to foreign net operating losses and the recording of a tax benefit on a non-taxable gain recorded on the previously held equity investments. 

Net Income

Net income for the first half of 2018 was $51.3 million compared to 2017 first half net income of $46.2 million.  Net income attributable to Franklin Electric Co., Inc. for the first half of 2018 was $51.7 million, or $1.09 per diluted share, compared to 2017 first half net income attributable to Franklin Electric Co., Inc. of $45.6 million or $0.97 per diluted share.

CAPITAL RESOURCES AND LIQUIDITY

Sources of Liquidity

The Company's primary sources of liquidity are cash on hand, cash flows from operations, revolving credit agreements, and long-term debt funds available. The Company believes its capital resources and liquidity position at June 30, 2018 is adequate to meet projected needs for the foreseeable future. The Company expects that ongoing requirements for operations, capital expenditures, pension obligations, dividends, share repurchases, and debt service will be adequately funded from cash on hand, operations, and exiting credit agreements.

As of June 30, 2018 the Company had $300.0 million revolving credit facility. The facility is scheduled to mature on October 28, 2021. As of June 30, 2018, the Company had $160.6 million borrowing capacity under the Credit Agreement as $5.6 million in letters of commercial and standby letters of credit were outstanding and undrawn and $133.8 million in revolver borrowings were drawn and outstanding which were primarily used for acquisition and working capital needs.

The Company also has other long-term debt borrowing outstanding as of June 30, 2018. See Note 9 - Debt for additional specifics regarding these obligations and future maturities.

At June 30, 2018, the Company had $59.9 million of cash and cash equivalents held in foreign jurisdictions, which is intended to be used to fund foreign operations. There is currently no need to repatriate these funds in order to meet domestic funding obligations or scheduled cash distributions.

Cash Flows

The following table summarizes significant sources and uses of cash and cash equivalents for the first six months of 2018 and 2017.

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(in millions)	2018			2017
Net cash provided by (used in) operating activities	$	5.2		$	(12.5	)
Net cash used in investing activities	(19.4		)	(70.6		)
Net cash provided by financing activities	17.5			31.6
Impact of exchange rates on cash and cash equivalents	(0.5		)	2.3
Change in cash and cash equivalents	$	2.8		$	(49.2	)

Cash Flows Provided by (Used in) Operating Activities

2018 vs. 2017

Net cash provided by operating activities was $5.2 million for the six months ended June 30, 2018 compared to $12.5 million used in operating activities for the six months ended June 30, 2017. The increase in cash provided by operating activities was due to an increase in net income of about $5 million, a reduction in other prepaid assets of about $4 million and timing of payments and cash receipts related to working capital which resulted in more cash generated through the first half of 2018 than the same period of the prior year.

Cash Flows Used in Investing Activities

2018 vs. 2017

Net cash used in investing activities was $19.4 million for the six months ended June 30, 2018 compared to $70.6 million in the six months ended June 30, 2017. The decrease in cash used in investing activities is primarily attributable to decreased acquisition activity and lower spending for property, plant and equipment during the current year.

Cash Flows Provided by Financing Activities

2018 vs. 2017

Net cash provided by financing activities was $17.5 million for the six months ended June 30, 2018 compared to $31.6 million in the six months ended June 30, 2017 . The overall decrease in cash provided by financing activities was attributable to lower net borrowings of $37 million in the current year compared to approximately $47 million in the prior year along with increased stock repurchases of approximately $9.2 million for the six months ended June 30, 2018.

FACTORS THAT MAY AFFECT FUTURE RESULTS

This quarterly report on Form 10-Q contains certain forward-looking information, such as statements about the Company’s financial goals, acquisition strategies, financial expectations including anticipated revenue or expense levels, business prospects, market positioning, product development, manufacturing re-alignment, capital expenditures, tax benefits and expenses, and the effect of contingencies or changes in accounting policies. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may increase,” “may fluctuate,” “plan,” “goal,” “target,” “strategy,” and similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.” While the Company believes that the assumptions underlying such forward-looking statements are reasonable based on present conditions, forward-looking statements made by the Company involve risks and uncertainties and are not guarantees of future performance. Actual results may differ materially from those forward-looking statements as a result of various factors, including regional or general economic and currency conditions, various conditions specific to the Company’s business and industry, new housing starts, weather conditions, market demand, competitive factors, changes in distribution channels, supply constraints, effect of price increases, raw material costs and availability, technology factors, integration of acquisitions, litigation, government and regulatory actions, the Company’s accounting policies, and other risks, all as described in the Company's Securities and Exchange Commission filings, included in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and in Exhibit 99.1 thereto. Any forward-looking statements included in this Form 10-Q are based upon information presently available. The Company does not assume any obligation to update any forward-looking information, except as required by law.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes in the Company's exposure to market risk during the second quarter ended June 30, 2018. For additional information, refer to Part II, Item 7A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report (the "Evaluation Date"), the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rules 13a-15. Based upon that evaluation, the Company's Chief Executive Officer and the Company's Chief Financial Officer concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures were effective.

In the third quarter of 2016, the Company began the process of a multi-year implementation of a global enterprise resource planning (“ERP”) system. The new ERP system was designed to better support the Company's business needs in response to the changing operating environment and for many business units within the Company is an update to a legacy system product.  The implementation of a worldwide ERP system affects the processes that constitute the Company's internal control over financial reporting and requires testing for effectiveness as the implementation progresses. The Company expects that the new ERP system will enhance the overall system of internal controls over financial reporting through further automation and integration of business processes, although it is not being implemented in response to any identified deficiency in the Company’s internal controls over financial reporting. The Conversion will happen in two stages. The first stage involved converting the primary legacy ERP system. As of the quarter ended, all business units previously on the primary legacy system have converted to the new ERP system. The second stage will convert those companies that remained on their local ERP system after the date of acquisition. The second stage is ongoing as of June 30, 2018.

Other than the ERP implementation, there have been no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15 under the Exchange Act during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

Other than the update below, there have been no material changes to our risk factors as set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2017. Additional risks and uncertainties, not presently known to the Company or currently deemed immaterial, could negatively impact the Company’s results of operations or financial condition in the future.

The risk factor update is as follows:

The Company's operations are dependent on information technology infrastructure and failures, interruptions or security lapses could significantly affect its business. The Company depends on information technology infrastructure in order to achieve business objectives. If the Company experiences a problem that impairs this infrastructure, such as a computer virus, a problem with the functioning of an important IT application, or an intentional disruption of IT systems by a third party, the resulting disruptions could impede the Company's ability to record or process orders, manufacture and ship products in a timely manner, or otherwise carry on business in the ordinary course. Any such events could cause the loss of customers or revenue and could cause significant expense to be incurred to eliminate these problems and address related security concerns.

The Company is also subject to certain U.S. and international data protection and cybersecurity regulations. Complying with these laws may subject the Company to additional costs or require changes to the Company’s business practices. Any inability to adequately address privacy and security concerns or comply with applicable privacy and data security laws, rules and regulations could expose the Company to potentially significant liabilities.

The Company is also in the process of updating its global Enterprise Resource Planning (ERP) system that will redesign and deploy a common information system over a period of several years. The process of implementation can be costly and can divert the attention of management from the day-to-day operations of the business. As the Company implements the ERP system, the new system may not perform as expected, which could have an adverse effect on the Company's results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Issuer Repurchases of Equity Securities

In April 2007, the Company's Board of Directors approved a plan to increase the number of shares remaining for repurchase from 628,692 to 2,300,000 shares. There is no expiration date for this plan. On August 3, 2015, the Company's Board of Directors approved a plan to increase the number of shares remaining for repurchase by an additional 3,000,000 shares. The authorization was in addition to the 535,107 shares that remained available for repurchase as of July 31, 2015. The Company repurchased 46,399 shares for approximately $2 million under the plan during the second quarter of 2018. The maximum number of shares that may still be purchased under this plan as of June 30, 2018 is 1,928,341.

Period	Total Number of Shares Repurchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Maximum Number of Shares that may yet to be Repurchased
April 1 - April 30	19,341	$	39.73	19,341	1,955,399
May 1 - May 31	—	$	—	—	1,955,399
June 1 - June 30	27,058	$	44.94	27,058	1,928,341
Total	46,399	$	42.79	46,399	1,928,341

ITEM 6. EXHIBITS

Exhibits are set forth in the Exhibit Index located on page 36.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		FRANKLIN ELECTRIC CO., INC.
		Registrant
Date: July 31, 2018	By	/s/ Gregg C. Sengstack
		Gregg C. Sengstack, Chairman and Chief Executive Officer
		(Principal Executive Officer)
Date: July 31, 2018	By	/s/ John J. Haines
		John J. Haines
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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FRANKLIN ELECTRIC CO., INC.

EXHIBIT INDEX TO THE QUARTERLY REPORT ON FORM 10-Q

FOR THE SECOND QUARTER ENDED JUNE 30, 2018

Number   Description

3.1	Amended and Restated Articles of Incorporation of Franklin Electric Co., Inc. (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed on May 3, 2007)
3.2	Amended and Restated Bylaws of Franklin Electric Co., Inc., as amended December 16, 2016 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed on December 21, 2016)
10.1	Form of Employment Security Agreement between the Company and Dr. Paul N. Chhabra* (filed herewith)
10.2	Amendment No. 2 to Third Amended and Restated Note Purchase and Private Shelf Agreement (filed herewith)
10.3	Second Amendment to Note Purchase and Private Shelf Agreement (filed herewith)
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes–Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes–Oxley Act of 2002
32.1	Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase

*Management Contract, Compensatory Plan or Arrangement

36

EX-10.1

EXHIBIT 10.1

EMPLOYMENT SECURITY AGREEMENT

This Employment Security Agreement (“Agreement”), is entered into as of the 3rd day of April , 2018, by and between Franklin Electric Co., Inc., an Indiana corporation (“Franklin”), and Paul Chhabra (“Executive”).

WITNESSETH:

WHEREAS,    Executive is currently employed by    Franklin    as the Vice President, Global Product Supply;

WHEREAS, Franklin desires to provide certain security to Executive in connection with Executive’s employment with Franklin; and

WHEREAS, Executive and Franklin desire to enter into this Agreement pertaining to the terms of the security Franklin is providing to Executive with respect to his employment.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.Definitions. For purposes of this Agreement:

(a)“Affiliate” has the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934.

(b)“Base Salary” means Executive’s annual base salary at the rate in effect on the date of a Change in Control, or if greater, the rate in effect immediately prior to Executive’s termination of employment with Franklin.

(c)“Change in Control” means the occurrence of any of the following events:

(i)any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity (other than Franklin or a trustee or other fiduciary holding securities under an employee benefit plan of Franklin), or any syndicate or group deemed to be a person under Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Franklin representing 20% or more of the combined voting power of Franklin’s then outstanding securities entitled to vote generally in the election of directors;

(ii)Franklin is party to a merger, consolidation, reorganization or other similar transaction with another corporation or other legal person unless, following such transaction, more than 50% of the combined voting power of the outstanding securities of the surviving, resulting or acquiring corporation or person or its parent entity entitled to vote generally in the election of directors (or persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of Franklin’s outstanding securities entitled to vote generally in the election of directors immediately prior to such transaction, in substantially the same proportions as their ownership, immediately prior to such transaction, of Franklin’s outstanding securities entitled to vote generally in the election of directors;

(iii)The stockholders of Franklin approve a plan of complete liquidation or dissolution of Franklin or Franklin sells all or substantially all of its business and/or assets to another corporation or other legal person unless, following such sale, more than 50% of the combined voting power of the outstanding securities of the acquiring corporation or person or its parent entity entitled to vote generally in the election of directors (or persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of Franklin’s outstanding securities entitled to vote generally in the election of directors immediately prior to such sale, in substantially the same proportions as their ownership, immediately prior to such sale, of

Franklin’s outstanding securities entitled to vote generally in the election of directors; or

(iv)during any period of two consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of Franklin (and any new Directors, whose appointment or election by the Board of Directors or nomination for election by Franklin’s stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose appointment, election or nomination for election was so approved) cease for any reason to constitute a majority of the Board of Directors.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur by virtue of any transaction in which Executive is a participant in a group effecting an acquisition of Franklin if Executive holds an equity interest in the entity acquiring Franklin at the time of such acquisition.

(d)“Good Cause” means:

(i)Executive’s intentional and material misappropriation of, or damage to, the property or business of Franklin;

(ii)Executive’s conviction of a criminal violation involving fraud or dishonesty or of a felony that causes material harm or injury (whether financial or otherwise) to Franklin; or

(iii)Executive’s willful and continuous failure to perform his obligations under the Agreement, provided that Franklin shall first give written notice to Executive describing such failure and, as long as it is capable of being cured and does not involve acts of material dishonesty directed against Franklin, Executive does not substantially cure or correct such failure within 30 days

thereafter, or if such failure can not reasonably be cured within such period, cure is not commenced within such period and diligently pursued and fully cured within 60 days of Franklin’s original notice to Executive.

Notwithstanding anything herein to the contrary, in the event Franklin terminates the employment of Executive for Good Cause hereunder, Franklin shall give Executive at least 30 days prior written notice specifying in detail the reason or reasons for Executive’s termination.

(e)“Good Reason” means:

(i)a material reduction in Executive’s salary or retirement benefits or a material reduction in Executive’s compensation and benefits in the aggregate, excluding, in the case of incentive benefits that are based upon the performance of Executive or Franklin, reductions in benefits resulting from diminished performance by Executive or Franklin;

(ii)any purchaser (or affiliate thereof) who purchases substantially all of the assets of Franklin shall decline to assume all of Franklin’s obligations under this Agreement; or

(iii)the relocation of the Executive’s principal place of employment by more than 50 miles.

(f)“Severance Period” means the period beginning on the date Executive’s employment with Franklin terminates under circumstances described in Section 2 and ending on the date 24 months thereafter.

(g)“Target Bonus” means the amount that would be payable to Executive under the Executive Officer Annual Incentive Cash Bonus Program or any successor plan thereto for the year in which Executive’s employment with Franklin terminates, assuming attainment of the target performance goals at 100% level and employment of Executive at the end of such year (such amount to be determined regardless of whether Executive would otherwise be eligible for a bonus under the terms of any such plan or the extent to which the performance goals are actually met).

2.Termination of Employment. If within two years after a Change in Control, (a) Franklin terminates Executive’s employment for any reason other than Good Cause, or (b) Executive terminates his employment with Franklin for Good Reason, Franklin shall make the payments and provide the benefits described in Section 3 below.

3.Benefits Upon Termination of Employment. Upon termination of Executive’s employment with Franklin under circumstances described in Section 2 above:

(a)Within 30 days following the date of such termination, Franklin shall pay Executive a lump sum cash payment equal to the sum of (i), (ii) and (iii) below:

(i) unpaid Base Salary earned by Executive through the date of termination (which shall include payment for all accrued but unused vacation pay);

(ii) two times Executive’s Base Salary; and

(ii) an amount equal to the sum of (A) a prorata portion of Executive’s

Target Bonus (based on the date on which such termination of employment occurs), and (B) two times Executive’s Target Bonus.

(b)Franklin shall pay Executive a lump sum payment (calculated based on his age as of his termination of employment) within 30 days following his termination of employment of an amount equal to the increase in benefits under all tax-qualified and supplemental retirement plans maintained by Franklin in which Executive participates at termination of employment that results from crediting Executive with an additional 24 months of service for all purposes (including determining service and age for early retirement factors, if applicable) under such plans, and deeming Executive to be an employee of Franklin during the Severance Period. The amounts attributable to additional benefits under any such plan shall be based on Executive’s compensation level as of his termination of employment. The amounts attributable to additional benefits under any retirement plan that is a defined contribution plan shall include the additional Franklin contributions that would have been made or credited on Executive’s behalf had he authorized the same elective contributions he had elected for the year in which the termination of employment occurs, and shall include earnings that would have accrued under the applicable plan during the Severance Period (the earnings will be determined by multiplying the aggregate contributions to each such plan by the weighted average of the rate of return of the actual investment alternatives elected by Executive as of the beginning of the 12-month period ending on the employment termination date). Benefits accrued under such plans prior to Executive’s termination of employment shall be paid in accordance with the terms of such plans. Notwithstanding the foregoing, the payment under this Section 3(b) shall be offset by the lump sum value of the amounts of additional benefits paid or payable in accordance with the terms of such plans as a result of the occurrence of a Change in Control but not below zero.

(c)If Executive holds any stock-based awards as of the date of his termination of employment, (i) all such awards that are stock options shall immediately become exercisable on such date and shall be exercisable for 12 months following such termination of employment, or if earlier, until the expiration of the term of the stock option; (ii) all restrictions on any awards of restricted stock or restricted stock units shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the target performance level, and in each case settlement of such awards shall be made to Executive within 30 days of Executive’s termination. To the extent any of the foregoing is not permissible under the terms of any plan pursuant to which the awards were granted, Franklin shall pay to Executive, in a lump sum within 30 days after termination of Executive’s employment, an amount as follows: (A) to the extent the acceleration of the exercise of such stock options is not permissible, an amount equal to the excess, if any, of the aggregate fair market value of the stock subject to such options, determined on the date of Executive’s termination of employment, over the aggregate exercise price of such stock options; (B) to the extent the termination or lapse of restrictions on restricted stock or restricted stock units is not permissible, an amount equal to the aggregate fair market value of the stock subject to the restrictions (determined without regard to such restrictions); and (C) to the extent performance awards are limited, an amount equal to the aggregate fair market value of the additional shares that were not awarded. Executive shall surrender all outstanding awards for which payment pursuant to the preceding sentence is made.

(d)During the Severance Period, Executive and his spouse and eligible dependents shall continue to be covered by all employee benefit plans of Franklin providing health, prescription drug, dental, vision, disability and life insurance in which he or his spouse or eligible dependents were participating immediately prior to the date of his termination of employment, as if he continued to be an active employee of Franklin, and Franklin shall continue to pay the costs of such coverage under such plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such plans is not possible under the terms thereof,

Franklin shall provide substantially identical benefits. The date of Executive’s termination of employment shall be considered a “qualifying event” as such term is defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), and any continued coverage by Executive, his spouse or eligible dependents under Franklin’s group health plan after Executive’s termination of employment shall be considered COBRA coverage.

(e)During the Severance Period, Executive will receive 12 months of executive outplacement services (not to exceed $50,000) with a professional outplacement firm selected by Franklin.

(f)If at the time of Executive’s termination of employment for reasons other than death he is a “Key Employee” as determined in accordance with the procedures set forth in Treas. Reg. §1.409A-1(i), any amounts payable to Executive pursuant to this Agreement that are subject to Section 409A of the Internal Revenue Code shall not be paid or commence to be paid until six months following Executive’s termination of employment, or if earlier, Executive’s subsequent death, with the first payment to include the payments that otherwise would have been made during such period and including interest accruing thereon from the first day of the month following the date of such termination of employment until the date of payment, based on the applicable interest rate as defined in Section 417(e)(3) of the Internal Revenue Code. Each payment made pursuant to Section 3 shall be considered a separate payment for purposes of Section 409A.

4.Release of Claims. Payment by Franklin of the termination benefits provided in Section 3 hereof shall be conditioned on Executive’s execution, and nonrevocation, of a release of claims. Payment of such termination benefits shall be delayed until the expiration of the revocation period applicable to the executed release of claims, provided that if Executive does not execute the release of claims within 60 days of the date of termination of employment, the

termination benefits described in Section shall be forfeited and Executive shall be entitled to receive only the benefits to which he is otherwise entitled under applicable law.

5.Death.    If Executive dies during the Severance Period, all amounts payable hereunder to Executive, to the extent not paid, shall be paid, within 30 days of the date of Executive’s death, to his surviving spouse or his designated beneficiary, or if none, then to his estate. Executive’s surviving spouse and eligible dependents shall continue to be covered under plans described in Section 3(d) during the remainder of the Severance Period. On the death of the surviving spouse and eligible dependents, no further coverage under such plans shall be provided (other than any coverage required pursuant to COBRA).

6.Excise Tax.

(a)If in connection with the Change in Control or other event Executive would be or is subject to an excise tax under Section 4999 of the Internal Revenue Code (an “Excise Tax”) with respect to any cash, benefits or other property received, or any acceleration of vesting of any benefit or award (the “Change in Control Benefits”), Executive may elect to have the Change in Control Benefits otherwise payable under this Agreement reduced to the largest amount payable without resulting in the imposition of such Excise Tax. Within 15 days after the occurrence of the event that triggers the Excise Tax, a nationally recognized accounting firm selected by Franklin shall make a determination as to whether any Excise Tax would be reported with respect to the Change in Control Benefits and, if so, the amount of the Excise Tax, the total net after-tax amount of the Change in Control Benefits (after taking into account federal, state and local income and employment taxes and the Excise Tax) and the amount of reduction to the Change in Control Benefits necessary to avoid such Excise Tax. Any reduction to the Change in Control Benefits shall first be made from any cash benefits payable pursuant    to this Agreement, if any, and thereafter, as determined by Executive, and Franklin shall provide Executive with such information as is necessary to make such determination. Franklin shall be responsible for all fees and expenses connected with the determinations by the accounting firm pursuant to this paragraph 6.

(b)Executive agrees to notify Franklin in the event of any audit or other proceeding by the IRS or any taxing authority in which the IRS or other taxing authority asserts that any Excise Tax should be assessed against Executive and to cooperate with Franklin in contesting any such proposed assessment with respect to such Excise Tax (a “Proposed Assessment”). Executive agrees not to settle any Proposed Assessment without the consent of Franklin. If Franklin does not consent to allow Executive to settle the Proposed Assessment, within 30 days following such demand therefor, Franklin shall indemnify and hold harmless Executive with respect to any additional taxes, interest and/or penalties that Executive is required to pay by reason of the delay in finally resolving Executive’s tax liability (such indemnification to be made as soon as practicable, but in no event later than the end of the calendar year following the calendar year in which Executive makes such remittance).

7.Indemnification. Franklin shall indemnify, protect, defend and hold harmless Executive from and against all liabilities, costs and expenses (including but not limited to attorneys’ fees) incurred as a result of Executive’s employment with Franklin to the fullest extent permitted by the Indiana Business Corporation Law.

8.Litigation Expenses.    Franklin shall reimburse Executive all out-of-pocket expenses, including attorneys’ fees, incurred by Executive in connection with any enforcement, claim or legal action or proceeding involving this Agreement, whether brought by Executive or

by or on behalf of Franklin or by another party. Such reimbursement shall be made within 30 days of Executive’s submission of an invoice following resolution of the claim. Franklin shall pay prejudgment interest on any money judgment obtained by Executive, calculated at the published prime interest rate charged by Franklin’s principal banking connection from the date that payment(s) to him should have been made under this Agreement.

9.Post-Termination Payment Obligations.    Subject to Section 4, Franklin's obligation to pay Executive the compensation and to make the other arrangements provided herein to be paid and made after termination of Executive's employment with Franklin shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right that Franklin may have against him or anyone else. All amounts so payable by Franklin shall be paid without notice or demand. Each and every such payment made by Franklin shall be final and Franklin will not seek to recover all or any part of such payment from Executive or from whomsoever may be entitled thereto, for any reason whatsoever.

10.Disclosure Of Confidential Information.    Without the consent of Franklin, Executive shall not at any time divulge, furnish or make accessible to anyone (other than in the regular course of business of Franklin) any knowledge or information with respect to confidential or secret processes, inventions, formulae, machinery, plan, devices or materials of Franklin or with respect to any confidential or secret engineering development or research work of Franklin or with respect to any other confidential or secret aspect of the business of Franklin. Executive recognizes that irreparable injury will result to Franklin and its business and properties, in the event of any breach by Executive of any of the provisions of this Section 10. In the event of any breach of any of the commitments of Executive pursuant to this Section 10, Franklin shall be entitled, in addition to any other remedies and damages available, to injunctive relief to restrain the violation of such commitments by Executive or by any person or persons acting for or with Executive in any capacity whatsoever.

11.Solicitation Of Employees. During Executive’s employment with Franklin and for a period of 18 months after termination of employment, Executive shall not (a) directly or indirectly, employ or retain or solicit for employment or arrange to have any other person, firm or other entity employ or retain or solicit for employment or otherwise participate in the employment or retention of any person who is an employee of Franklin or (b) encourage or solicit any such employee to leave the service of Franklin. Executive also acknowledges and agrees that he shall comply with the terms of the Confidentiality and Non-Compete Agreement in effect between him and Franklin. Executive and Franklin agree that of the amount paid to Executive pursuant to Section 3 of this Agreement, a portion equal to one times Executive’s Base Salary and one times the Target Bonus paid or payable to Executive pursuant to subparagraph 3(c) shall serve as adequate consideration for the restrictive covenants set forth in this Section 11.

12.Executive Assignment.    No interest of Executive or his spouse or any other beneficiary under this Agreement, or any right to receive any payment or distribution hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against, Executive or his spouse or other beneficiary, by operation of law or otherwise, other than pursuant to the terms of a qualified domestic relations order to which Executive is a party.

13.Reimbursements or In-Kind Benefits.    Reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A of the Internal Revenue Code of 1986, as amended, are subject to the following restrictions: (a) the amount of expenses eligible for reimbursements, or in-kind benefits provided, to Executive during a calendar year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year, and (b) reimbursement of an eligible expense shall be made as soon as practicable, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred.

14.Waiver, Modification.    No provisions of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Executive and Franklin. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be

performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or at any prior or subsequent time.

15.Applicable Law. This Agreement shall be construed and interpreted pursuant to the laws of Indiana.

16.Entire Agreement. This Agreement contains the entire Agreement between Franklin and Executive and supersedes any and all previous agreements, written or oral, between the parties relating to severance benefits, including any previous employment agreement or employment security agreement between Executive and Franklin. No amendment or modification of the terms of this Agreement shall be binding upon the parties hereto unless reduced to writing and signed by Franklin and Executive.

17.Severability. If any provision of this Agreement or the application thereof is held invalid, such invalidity shall not affect other provisions or applications of this Agreement that can be given effect without the invalid provision or application and, to such end, the provisions of this Agreement are declared to be severable.

18.No Employment Contract. Nothing contained in this Agreement shall be construed to be an employment contract between Executive and Franklin. Executive is employed at will and Franklin may terminate his employment at any time, with or without cause.

19.Employment with an Affiliate. If Executive is employed by Franklin and an Affiliate, or solely by an Affiliate, on the date of termination of employment of Executive under circumstances described in Section 2, then (a) employment or termination of employment as used in this Agreement shall mean employment or termination of employment of Executive with Franklin and such Affiliate, or with such Affiliate, as applicable, and related references to Franklin shall also include Affiliate, as applicable, and (b) the obligations of Franklin hereunder shall be satisfied by Franklin and/or such Affiliate as Franklin, in its discretion, shall determine; provided that Franklin shall remain liable for such obligations to the extent not satisfied by such Affiliate.

20.Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives and successors. Any reference in this Agreement to Franklin shall be deemed a reference to any successor (whether direct or indirect, by purchase of stock or assets, merger or consolidation or otherwise) to all or substantially all of the business and/or assets of Franklin; provided that Executive’s employment by a successor shall not be deemed a termination of Executive’s employment with Franklin.

21.Withholding.    Franklin may withhold from any payment that it is required to make under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state, or local law.

22.Headings. The headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this Agreement.

23.Notice. Notices given pursuant to this Agreement shall be in writing and shall be deemed given when received or, if mailed, two days after mailing by United States registered or certified mail, return receipt requested, postage prepaid and addressed as herein provided. Notice to Franklin shall be addressed to Corporate Secretary, Franklin Electric Co., Inc. at 9255 Coverdale Road, Fort Wayne, Indiana 46809.    Notices to Executive shall be addressed to Executive at his last permanent address as shown on Franklin's records. Notwithstanding the foregoing, if either party shall designate a different address by notice to the other party given in the foregoing manner, then notices to such party shall be addressed as designated until the designation is revoked by further notice given in such manner.

24.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the parties have executed this Employment Security Agreement as of the day and year written above.

FRANKLIN ELECTRIC CO., INC.

By:    /s/ Jonathan Grandon    

Its:    General Counsel

EXECUTIVE

/s/ Paul Chhabra

Paul Chhabra

EX-10.2

EXHIBIT 10.2

EXECUTION COPY

July 30, 2018

Franklin Electric Co., Inc.

9255 Coverdale Road

Fort Wayne, Indiana 46809

Re: Amendment No. 2 to Third Amended and Restated Note Purchase and Private Shelf Agreement

Ladies and Gentlemen:

Reference is made to that certain Third Amended and Restated Note Purchase and Private Shelf Agreement, dated as of May 28, 2015, as amended by Amendment No. 1 to Third Amended and Restated Note Purchase and Private Shelf Agreement, dated October 28, 2016 (the “Note Agreement”), by and among Franklin Electric Co., Inc., an Indiana corporation (the “Company”), and PGIM, Inc. (formerly known as Prudential Investment Management, Inc.)(“Prudential”) and the Prudential Affiliates party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement, as amended hereby.

The Company has requested a three year extension of the Issuance Period of the Facility and certain amendments of the terms and provisions of the Note Agreement as set forth herein, and the Company, Prudential and the holders (which constitute the Required Holders) have agreed to such amendments, all under the terms and conditions set forth in this Letter Amendment No. 2 to Third Amended and Restated Note Purchase and Private Shelf Agreement (this “Amendment No. 2” or this “letter”).

Accordingly, and in accordance with the provisions of paragraph 11C of the Note Agreement, the parties hereto agree as follows:

SECTION 1. Amendments to Note Agreement.

1.1    Amendment to Paragraph 1B. Paragraph 1B of the Note Agreement is amended by deleting the reference to “$100,000,000” in the first sentence of such paragraph and replacing it with a reference to “150,000,000”:

1.2    Amendment to Paragraph 2A(2). Paragraph 2A(2) of the Note Agreement is amended by deleting the date “May 28, 2018” in the first sentence of such paragraph and replacing it with the date “July 30, 2021”:

1.3    Amendment to Paragraph 2A(8)(i). Paragraph 2A(8)(i) of the Note Agreement is amended by deleting the entire heading and paragraph and replacing the heading and paragraph with the phrase “[Intentionally Omitted”].

1.3.    Amendment to Paragraph 6B(13). Paragraph 6B(13) of the Note Agreement is amended and restated in its entirety to read as follows:

“6B(13).     Economic Sanctions, Etc.  The Company will not, and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder or any affiliate of such holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.”

1.4.    Amendment to Paragraph 10B. The following definition is amended and restated in its entirety in paragraph 10B of the Note Agreement to read as follows:

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“‘Prudential’ shall mean PGIM, Inc.”

SECTION 2. Conditions Precedent. This Amendment No. 2 shall become effective as of the date (the “Effective Date”) upon which each of the following conditions is satisfied:

2.1     Documents. Prudential shall have received original counterparts or, if satisfactory to Prudential, certified or other copies of (i) this Amendment No. 2, duly executed by the Company, dated the date hereof, and on such date in full force and effect, and (ii) the Consent and Acknowledgement of the parties to the Subsidiary Guaranty, in the form of Exhibit A hereto.

2.2    Fees and Expenses. The Company shall have paid the following: (i) a non-refundable Facility renewal fee of $25,000, which fee shall be payable to Prudential by wire transfer in immediately available funds to: JPMorgan Chase Bank, New York, New York, ABA No.: 021-000-021; Account # 304232491; Account Name: PGIM, Inc. - PCG; and (ii) the fees and expenses of special counsel to the holders of the Notes in connection with this Amendment No. 2 that have been presented to the Company.

2.3     Representations and Warranties. The representations and warranties of the Company in Section 3 hereof shall be true and correct on the Effective Date.

2.4     Proceedings. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in substance and form to Prudential and its counsel, and Prudential shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.

SECTION 3. Representations and Warranties. To induce Prudential to execute and deliver this letter, the Company hereby represents, warrants and covenants that (1) the execution and delivery of this letter has been duly authorized by all necessary corporate action on behalf of the Company and this Amendment No. 2 has been executed and delivered by a duly authorized officer of the Company, and all necessary or required consents to this Amendment No. 2 have been obtained and are in full force and effect (except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (2) the representations and warranties contained in paragraph 8 of the Note Agreement are true on and as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date, and (3) there shall not exist on the Effective Date any Event of Default or Default.

SECTION 4. Reference to and Effect on Note Agreement. Upon the Effective Date, each reference to the Note Agreement in any other document, instrument or agreement shall mean and be a reference to the Note Agreement, as modified by this Amendment No. 2. Except as specifically set forth in Section 1 of this Amendment No. 2, the Note Agreement shall remain in full force and effect and each is hereby ratified and confirmed in all respects. Except as specifically set forth in Section 1 of this Amendment No. 2, the execution, delivery and effectiveness of this letter shall not (a) amend the Note Agreement or any Note, (b) operate as a waiver of any right, power or remedy of the holder of any Note, or (c) constitute a waiver of, or consent to any departure from, any provision of the Note Agreement or any Note at any time.

SECTION 5. Expenses. The Company hereby confirms its obligations under the Note Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by Prudential, all reasonable out-of-pocket costs and expenses, including attorneys’ fees and expenses, incurred by Prudential in connection with this letter agreement or the transactions contemplated hereby, in enforcing any rights under this letter, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this letter or the transactions contemplated hereby. The obligations of the Company under this Section 5 shall survive transfer by the noteholders of any Note and payment of any Note.

2

SECTION 6. Governing Law. THIS LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES OR IN CONNECTION WITH ANY CLAIMS OR DISPUTES ARISING OUT OF OR RELATING TO THIS LETTER (WHETHER SOUNDING IN CONTRACT OR TORT) SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS AGREEMENT TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE GOVERNED BY, THE LAWS OF ANY OTHER JURISDICTION).

SECTION 7. Counterparts; Facsimile Signature Pages; Section Titles. This letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this letter by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this letter. The section titles contained in this letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

[signature page follows]

3

Very truly yours,

PGIM, INC.

By:    ______________________________    

Vice President

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By:    

__________________________
    Vice President

MUTUAL OF OMAHA INSURANCE COMPANY

UNITED OF OMAHA LIFE INSURANCE COMPANY

By: Prudential Private Placement Investors, L.P. (as Investment Advisor)

By: Prudential Private Placement Investors, Inc. (as General Partner)

By:__________________________
    Vice President

Agreed and accepted:

FRANKLIN ELECTRIC, CO., INC.

By:    /s/ Jonathan Grandon    
    Name:Jonathan Grandon    
    Title: Secretary

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT]

EXHIBIT A

CONSENT AND ACKNOWLEDGEMENT
July 30, 2018

The undersigned, each a Subsidiary Guarantor under the Subsidiary Guaranty Agreement, dated as of July 28, 2017 (the “Guaranty”), in favor each of the holders of Notes, under the Third Amended and Restated Note Purchase and Private Shelf Agreement, dated as of May 28, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”; capitalized terms used and not otherwise defined in this Consent and Acknowledgement have the respective meanings ascribed to them in the Note Agreement), hereby acknowledges, confirms and agrees that the Guaranty is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects after giving effect to Amendment No. 2 to the Third Amended and Restated Note Purchase and Private Shelf Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Consent and Acknowledgment to be duly executed and delivered by their respective proper and duly authorized officers effective as of the date first above written.

FRANKLIN CONTROL SYSTEMS, LLC

(f/k/a Franklin Control Systems, Inc.)

By:     /s/ Jonathan M. Grandon

Name: Jonathan M. Grandon    

Title: Secretary

PIONEER PUMP, LLC

(f/k/a/ Pioneer Pump Holdings, Inc.)

By:     /s/ Jonathan M. Grandon

Name: Jonathan M. Grandon    

Title: Secretary

HEADWATER COMPANIES, LLC

(f/k/a/ Franklin Electric Ventures, LLC)

By: /s/ Jonathan M. Grandon

Name: Jonathan M. Grandon    

Title: Secretary

PIONEER PUMP, LLC

(f/k/a Pioneer Pump, Inc.)

By: /s/ Jonathan M. Grandon

Name: Jonathan M. Grandon    

Title: Secretary

FRANKLIN ELECTRIC INTERNATIONAL, INC.

By:     /s/ Jonathan M. Grandon

Name: Jonathan M. Grandon    

Title: Secretary

[ADDITIONAL SIGNATURE PAGES TO CONSENT AND ACKNOWLEDGMENT FOLLOW]

FRANKLIN FUELING SYSTEMS, LLC

(f/k/a Franklin Fueling Systems, Inc.)

By: /s/ Jonathan M. Grandon

Name: Jonathan M. Grandon    

Title: Secretary

FRANKLIN GRID SOLUTIONS, LLC

(f/k/a Intelligent Controls, Inc.)

By:/s/ Jonathan M. Grandon

Name: Jonathan M. Grandon    

Title: Secretary

2M COMPANY, INC.

By: /s/ Jonathan M. Grandon

Name: Jonathan M. Grandon    

Title: Secretary

DRILLERS SERVICE, LLC

(f/k/a Drillers Service, Incorporated)

By:     /s/ Jonathan M. Grandon

Name: Jonathan M. Grandon    

Title: Secretary

WESTERN HYDRO, LLC

By:     /s/ Jonathan M. Grandon

Name: Jonathan M. Grandon    

Title: Secretary

[SIGNATURE PAGE TO CONSENT AND ACKNOWLEDGMENT]

[SIGNATURE PAGE TO CONSENT AND ACKNOWLEDGMENT]

EX-10.3

EXHIBIT 10.3

Execution Version

SECOND AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF
AGREEMENT

THIS SECOND AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this "Amendment"), is made and entered into as of July 30, 2018, by and among Franklin Electric Co., Inc., an Indiana corporation (the "Company"), NYL Investors LLC ("NYL Investors")and each of the undersigned holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (together with their successors and assigns, the "Noteholders").

WITNESSETH:

WHEREAS, the Company and the Noteholders are parties to that certain Note Purchase and Private Shelf Agreement, dated as of May 27, 2015, as amended by that certain First Amendment to Note Purchase and Private Shelf Agreement, dated as of October 28, 2016 (as so amended and as otherwise amended, restated, supplemented or otherwise modified from time to time, the "Note Agreement"; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Agreement), pursuant to which the Noteholders have purchased Notes from the Company; and

WHEREAS, the Company has requested that the Noteholders reinstate the Facility and amend certain provisions of the Note Agreement, and subject to the terms and conditions hereof, the Noteholders are willing to do so;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Company and the Noteholders agree as follows:

1.Shelf Facility Reinstatement.

The Facility is reinstated effective as if it had not expired.

2.Amendments.

(a)Section 2.3 of the Note Agreement is hereby amended by replacing clause (a) of such section in its entirety with the following:

(a)    July 30, 2021 (or if such date is not a Business Day, the Business Day next preceding that date);

(b)Schedule A is hereby amended by replacing the defined term “Available Facility Amount” in its entirety with the following:

“Available Facility Amount” means, at any point in time, (a) $200,000,000, minus (b) the aggregate principal amount of Notes (including the Series A Notes) purchased and sold pursuant to this Agreement prior to that time, minus (c) the aggregate principal amount

of Accepted Notes that have not been purchased and sold hereunder prior to that time and for which the closing has not been cancelled, plus (d) the aggregate principal amount of Notes purchased, sold, and repaid or prepaid pursuant to this Agreement prior to that time.

(c)Schedule 5.8 of the Note Agreement is hereby replaced in its entirety with Schedule 5.8 attached hereto.

3.Conditions to Effectiveness of this Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the holders of the Notes hereunder, it is understood and agreed that this Amendment shall not become effective, and the Company shall have no rights under this Amendment, until the Noteholders shall have received (i) to the extent the Company has received an invoice on or prior to the date hereof, reimbursement or payment of the costs and expenses of the Noteholders incurred in connection with this Amendment or the Note Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Noteholders) and (ii) executed counterparts to this Amendment from the Company and the Required Holders.

4.Representations, Covenants, and Warranties. To induce the Noteholders to enter into this Amendment, the Company hereby represents, covenants and warrants to the Noteholders that:

(a)The Company is a corporation duly organized and existing in good standing under the laws of the State of Indiana and has the corporate power to own its property and to carry on its business as now being conducted. Each Subsidiary is duly organized and existing in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each of the Company and its Subsidiaries is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect;

(b)The Company has the corporate power and authority to execute and deliver this Amendment and to perform the provisions hereof. The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and

(c)After giving effect to this Amendment, the representations and warranties
contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as of such earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereof.

5.    Effect of Amendment. Except as set forth expressly herein, all terms of the Note Agreement, as amended hereby, shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Company to all holders of the Notes. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the holders of the Notes under the Note Agreement, nor constitute a waiver of any provision of the Note Agreement. From and after the date hereof, all references to the Note Agreement shall mean the Note Agreement as modified by this Amendment.

2

6.    Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York and all applicable federal laws of the United States of America.

7.    No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Note Agreement or an accord and satisfaction in regard thereto.

8.    Costs and Expenses. The Company agrees to pay on demand all costs and expenses of the Noteholders in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Noteholders with respect thereto.

9.    Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

10.    Binding Nature. This Amendment shall be binding upon and inure to the benefit of the parties hereto, any other holders of Notes from time to time and their respective successors, successors-in-titles, and assigns.

11.    Entire Understanding. This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

12.    Severability. If any term or provision of this Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Amendment or the Note Agreement, respectively.

[Signature Pages to Follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, under seal in the case of the Company, by its respective authorized officers as of the day and year first above written.

COMPANY:

FRANKLIN ELECTRIC CO., INC.

By: /s/ Jonathan M. Grandon

Name: Jonathan M. Grandon

Title: Secretary

[SIGNATURE PAGE TO SECOND AMENDMENT

TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT]

NYL INVESTORS LLC

By:/s/ James M. Belletire

Name: James M. Belletire

Title: Managing Director                

[SIGNATURE PAGE TO SECOND AMENDMENT

TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT]

NOTEHOLDERS

NEW YORK LIFE INSURANCE COMPANY

By:/s/ James M. Belletire

Name: James M. Belletire

Title: Managing Director    

NEW YORK LIFE INSURANCE

AND ANNUITY CORPORATION

By: NYL Investors LLC, its Investment Manager

By:/s/ James M. Belletire

Name: James M. Belletire

Title: Managing Director        

[SIGNATURE PAGE TO SECOND AMENDMENT

TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT]

Schedule 5.8

Conflicting Agreements and Other Matters

Third Amended and Restated Credit Agreement dated as of October 28, 2016 by and among (i) the Franklin Electric Co., Inc., an Indiana corporation, Franklin Electric B.V., a Netherlands private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid, (ii) the financial institutions party thereto and (iii) JPMorgan Chase Bank, N.A., as Administrative Agent, (including any renewals, extensions, amendments, supplements, restatements, replacements or refinancings thereof), and related guarantees;

Bond Purchase and Loan Agreement, dated December 31, 2012, among The Board of Commissioners of the County of Allen, as Issuer, Franklin Electric Co., Inc., an Indiana corporation, as Borrower, and the Bondholders referred to therein, (including any renewals, extensions, amendments, supplements, restatements, replacements or refinancings thereof), and related guarantees; and

Third Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 28, 2015, between Franklin Electric Co., Inc., an Indiana corporation, and Prudential Investment Management, Inc. (now known as PGIM, Inc.) (“Prudential”) and the Prudential Affiliates party thereto (including any renewals, extensions, amendments, supplements, restatements, replacements or refinancings thereof), and related guarantees.

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregg C. Sengstack, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Franklin Electric Co., Inc., for the second quarter ending June 30, 2018;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Franklin Electric Co., Inc. as of, and for, the periods presented in this report;

4. Franklin Electric Co., Inc.'s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Franklin Electric Co., Inc. and we have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Franklin Electric Co., Inc., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of Franklin Electric Co., Inc.'s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any changes in Franklin Electric Co., Inc.'s internal control over financial reporting that occurred during Franklin Electric Co., Inc.'s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. Franklin Electric Co., Inc.'s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Franklin Electric Co., Inc.'s auditors and the audit committee of Franklin Electric Co., Inc.'s board of directors:

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Franklin Electric Co., Inc.'s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in Franklin Electric Co., Inc.'s internal control over financial reporting.

Date:	July 31, 2018
	/s/ Gregg C. Sengstack
	Gregg C. Sengstack
	Chairman and Chief Executive Officer
	Franklin Electric Co., Inc.

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John J. Haines, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Franklin Electric Co., Inc., for the second quarter ending June 30, 2018;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Franklin Electric Co., Inc. as of, and for, the periods presented in this report;

4. Franklin Electric Co., Inc.'s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Franklin Electric Co., Inc. and we have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Franklin Electric Co., Inc., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of Franklin Electric Co., Inc.'s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in Franklin Electric Co., Inc.'s internal control over financial reporting that occurred during Franklin Electric Co., Inc.'s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, Franklin Electric Co., Inc.'s internal control over financial reporting; and

5. Franklin Electric Co., Inc.'s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Franklin Electric Co., Inc.'s auditors and the audit committee of Franklin Electric Co., Inc.'s board of directors:

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Franklin Electric Co., Inc.'s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in Franklin Electric Co., Inc.'s internal control over financial reporting.

Date:	July 31, 2018
	/s/ John J. Haines
	John J. Haines
	Vice President and Chief Financial Officer
	Franklin Electric Co., Inc.

EX-32.1

EXHIBIT 32.1

CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Franklin Electric Co., Inc. (the “Company”) on Form 10-Q for the second quarter ending June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregg C. Sengstack, Chairman and Chief Executive Officer of the Company, certify to my knowledge, pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	July 31, 2018
	/s/ Gregg C. Sengstack
	Gregg C. Sengstack
	Chairman and Chief Executive Officer
	Franklin Electric Co., Inc.

EX-32.2

EXHIBIT 32.2

CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Franklin Electric Co., Inc. (the “Company”) on Form 10-Q for the second quarter ending June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John J. Haines, Vice President and Chief Financial Officer of the Company, certify to my knowledge, pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	July 31, 2018
	/s/ John J. Haines
	John J. Haines
	Vice President and Chief Financial Officer
	Franklin Electric Co., Inc.

XML

DOCUMENT AND ENTITY INFORMATION - $ / shares	6 Months Ended
	Jun. 30, 2018	Jul. 27, 2018
Document and Entity Information [Abstract]
Document Type	10-Q
Entity Registrant Name	FRANKLIN ELECTRIC CO INC
Entity Listing, Par Value Per Share	$ 0.10
Entity Common Stock, Shares Outstanding		46,715,822
Entity Central Index Key	0000038725
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Net sales	$ 343,970	$ 305,349	$ 639,600	$ 525,601
Cost of sales	227,894	202,596	424,542	347,032
Gross profit	116,076	102,753	215,058	178,569
Selling, general, and administrative expenses	74,965	68,231	151,240	125,227
Restructuring expense	637	251	644	566
Operating income	40,474	34,271	63,174	52,776
Interest expense	(2,606)	(2,244)	(5,034)	(5,758)
Other income/(expense), net	45	5,506	(159)	6,178
Foreign exchange income/(expense)	(999)	(372)	(1,550)	103
Income before income taxes	36,914	37,161	56,431	53,299
Income tax expense	6,875	6,917	5,177	7,121
Net income	30,039	30,244	51,254	46,178
Less: Net (income)/loss attributable to noncontrolling interests	458	(335)	417	(539)
Net income attributable to Franklin Electric Co., Inc.	$ 30,497	$ 29,909	$ 51,671	$ 45,639
Income per share:
Basic earnings per share (in dollars per share)	$ 0.65	$ 0.64	$ 1.10	$ 0.97
Diluted earnings per share (in dollars per share)	0.64	0.64	1.09	0.97
Dividends per common share (in dollars per share)	$ 0.1200	$ 0.1075	$ 0.2275	$ 0.2075

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Statement of Comprehensive Income [Abstract]
Net income	$ 30,039	$ 30,244	$ 51,254	$ 46,178
Other comprehensive income/(loss), before tax:
Foreign currency translation adjustments	(32,736)	6,101	(25,741)	14,504
Employee benefit plan activity	774	747	1,552	1,490
Other comprehensive income/(loss)	(31,962)	6,848	(24,189)	15,994
Income tax expense related to items of other comprehensive income	(176)	(252)	(353)	(504)
Other comprehensive income/(loss), net of tax	(32,138)	6,596	(24,542)	15,490
Comprehensive income/(loss)	(2,099)	36,840	26,712	61,668
Less: Comprehensive loss attributable to noncontrolling interests	(469)	(364)	(376)	(153)
Comprehensive income/(loss) attributable to Franklin Electric Co., Inc.	$ (1,630)	$ 37,204	$ 27,088	$ 61,821

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 70,044	$ 67,233
Receivables, less allowances of $4,928 and $4,430, respectively	206,542	171,007
Inventories:
Raw material	112,061	109,590
Work-in-process	19,686	16,742
Finished goods	196,885	185,993
Total inventories	328,632	312,325
Other current assets	34,735	38,566
Total current assets	639,953	589,131
Property, plant, and equipment, at cost:
Land and buildings	140,225	142,088
Machinery and equipment	266,967	268,373
Furniture and fixtures	48,606	52,916
Other	23,179	22,810
Property, plant, and equipment, gross	478,977	486,187
Less: Allowance for depreciation	(273,880)	(270,493)
Property, plant, and equipment, net	205,097	215,694
Deferred income taxes	8,765	8,929
Intangible assets, net	123,497	131,471
Goodwill	235,408	236,810
Other assets	3,026	3,318
Total assets	1,215,746	1,185,353
Current liabilities:
Accounts payable	82,123	79,348
Accrued expenses and other current liabilities	57,563	63,887
Income taxes	3,589	2,213
Current maturities of long-term debt and short-term borrowings	167,803	100,453
Total current liabilities	311,078	245,901
Long-term debt	94,920	125,596
Income taxes payable non-current	12,791	17,391
Deferred income taxes	25,397	30,913
Employee benefit plans	38,472	42,178
Other long-term liabilities	17,300	19,251
Commitments and contingencies (see Note 14)	0	0
Redeemable noncontrolling interest	764	1,502
Shareholders' equity:
Common stock (65,000 shares authorized, $.10 par value) outstanding (46,543 and 46,630, respectively)	4,654	4,663
Additional capital	246,682	240,136
Retained earnings	634,992	604,905
Accumulated other comprehensive loss	(173,630)	(149,047)
Total shareholders' equity	712,698	700,657
Noncontrolling interest	2,326	1,964
Total equity	715,024	702,621
Total liabilities and equity	$ 1,215,746	$ 1,185,353

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Receivables, less allowances of $4,928 and $4,430, respectively	$ 4,928	$ 4,430
Shareholders' equity:
Common shares, authorized (in shares)	65,000,000	65,000,000
Common shares, par value (in dollars per share)	$ 0.10	$ 0.10
Common shares, outstanding (in shares)	46,543,000	46,630,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net income	$ 51,254	$ 46,178
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	19,595	18,412
Share-based compensation	4,769	4,546
Deferred income taxes	(4,760)	(3,361)
Loss on disposals of plant and equipment	127	178
Gain on equity investment	0	(4,788)
Foreign exchange (income)/expense	1,550	(103)
Changes in assets and liabilities, net of acquisitions
Receivables	(40,812)	(9,289)
Inventory	(20,614)	(31,792)
Accounts payable and accrued expenses	(1,072)	(24,712)
Income taxes	(703)	(3,481)
Income taxes-U.S. Tax Cuts and Jobs Act	(4,600)	0
Employee benefit plans	(1,718)	(2,431)
Other, net	2,153	(1,862)
Net cash flows from operating activities	5,169	(12,505)
Cash flows from investing activities:
Additions to property, plant, and equipment	(11,446)	(18,621)
Proceeds from sale of property, plant, and equipment	306	109
Cash paid for acquisitions, net of cash acquired	(8,428)	(52,255)
Other, net	199	153
Net cash flows from investing activities	(19,369)	(70,614)
Cash flows from financing activities:
Proceeds from issuance of debt	110,054	169,284
Repayment of debt	(72,721)	(122,088)
Proceeds from issuance of common stock	1,795	2,047
Purchases of common stock	(10,953)	(2,374)
Dividends paid	(10,658)	(10,199)
Payments to Noncontrolling Interests	0	(5,047)
Net cash flows from financing activities	17,517	31,623
Effect of exchange rate changes on cash	(506)	2,260
Net change in cash and equivalents	2,811	(49,236)
Cash and equivalents at beginning of period	67,233	104,331
Cash and equivalents at end of period	70,044	55,095
Cash paid for income taxes, net of refunds	15,829	14,583
Cash paid for interest	5,354	4,712
Non-cash items:
Additions to property, plant, and equipment, not yet paid	0	474
Bombas Leao S.A.
Noncash or Part Noncash Acquisitions [Line Items]
Noncash or Part Noncash Acquisition, Payables Assumed	0	24
Valley Farms Supply, Inc
Noncash or Part Noncash Acquisitions [Line Items]
Noncash or Part Noncash Acquisition, Payables Assumed	$ 450	$ 0

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INCOME TAXES (Parenthetical)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Effective tax rate	18.60%	18.60%	9.20%	13.40%

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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	CONDENSED CONSOLIDATED FINANCIAL STATEMENTSThe accompanying condensed consolidated balance sheet as of December 31, 2017, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements as of June 30, 2018, and for the second quarters and six months ended June 30, 2018 and June 30, 2017 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations.  In the opinion of management, all accounting entries and adjustments (including normal, recurring adjustments) considered necessary for a fair presentation of the financial position and the results of operations for the interim periods have been made. Operating results for the second quarter and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. For further information, including a description of the critical accounting policies of Franklin Electric Co., Inc. (the "Company"), refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

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ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2018

Accounting Changes and Error Corrections [Abstract]

ACCOUNTING PRONOUNCEMENTS

ACCOUNTING PRONOUNCEMENTS

Adoption of New Accounting Standards

In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires entities to present only the service cost component of net periodic benefit cost as an operating expense (consistent with the presentation of other employee compensation costs). The other components of net periodic benefit cost are to be presented as a non-operating expense. The Company adopted ASU 2017-07 during the first quarter ended March 31, 2018. The prior year non-service cost component of net periodic benefit costs as of June 30, 2017 was less than $0.1 million and is not considered significant. The Company has included current year non-service costs as non-operating expense. The adoption of this pronouncement did not have a material impact to the Company’s condensed consolidated financial position, results of operations, or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) as modified by subsequently issued ASUs 2015-14, 2016-08, 2016-10, 2016-12 and 2016-20 (collectively ASU 2014-09).  Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition (“Topic 605”), and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the considerations to which the entity expects to be entitled to in exchange for those goods or services. The Company made the accounting policy election allowed by ASC 606-10-32-2A to continue to present sales tax on a net basis, consistent with current guidance in ASC 605-45-15-2(e). The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method).  The Company adopted ASU 2014-09 during the first quarter ended March 31, 2018 utilizing the modified retrospective approach. The adoption of this ASU did not have a material impact to the Company’s condensed consolidated financial position, results of operations, or cash flow; however, the adoption of this ASU requires the Company to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company completed its assessment of the additional disclosure requirements with the following results:

Disaggregation of Revenue

The adoption of this ASU requires the Company to disaggregate revenue into categories to depict how the nature, timing, and uncertainty of revenue and cash flows are affected by economic factors. As evidenced in Footnote 14 Segment and Geographic Information, the Company’s business consists of the Water, Fueling, Distribution, and Other segments. The Other segment includes unallocated corporate expenses and intersegment eliminations. A reconciliation of disaggregated revenue to segment revenue as well as Water Segment revenue by geographical regions is provided in Footnote 14, consistent with how the Company evaluates financial performance.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. The Company typically sells its products to customers by purchase order, and does not have any additional performance obligations included in contracts to customers other than the shipment of products. The Company records net sales revenues after discounts at the time of sale based on specific discount programs in effect, related historical data, and experience. The Company typically ships products FOB shipping at

which point control of the products passes to the customers. Any shipping and handling fees prior to shipment are considered activities required to fulfill the Company’s promise to transfer goods, and do not qualify as a separate performance obligation. Shipping and handling costs are recorded as a component of cost of sales. Additionally, the Company offers assurance-type warranties (vs. service warranties) which do not qualify as a separate performance obligation. Therefore, the Company allocates the transaction price based on a single performance obligation. The Company offers normal and customary trade terms to its customers, no significant part of which is of an extended nature. The Company considers the performance obligation satisfied and recognizes revenue at a point in time, the time of shipment. The Company does not generally allow for refunds or returns to customers and does not have outstanding performance obligations for contracts with original durations of greater than one year at the end of the reporting period.

Contract Costs

The Company does not have outstanding contracts with an original term greater than one year; therefore, the Company expenses costs to obtain a contract as incurred.

Accounting Standards Issued But Not Yet Adopted

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU was issued following the enactment of the U.S. Tax Cuts and Jobs Act of 2017 ("Tax Act") and permits entities to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The ASU is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and may be applied either at the beginning of the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. The Company is currently assessing the impact of the ASU on the Company’s consolidated financial position, results of operations, and cash flows.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 removes step two from the goodwill impairment test and instead requires an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit's fair value. The ASU is effective on a prospective basis for interim and annual periods beginning after December 15, 2019 with early adoption permitted. The Company is still determining the date of adoption for this ASU but does not anticipate the adoption to have a material impact on the Company's consolidated financial position, results of operations, or cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases found in Accounting Standards Codification (“ASC”) Topic 840. This ASU requires lessees to present right-of-use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. The guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements and is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. The Company has begun the evaluation process for the adoption of the ASU, and anticipates that the majority of the Company’s outstanding operating leases would be recognized as right-of-use assets and lease liabilities upon adoption, resulting in a significant impact to the Company’s consolidated balance sheets. The Company is implementing a lease accounting software package for lease administration and compliance reporting and is in the process of entering its lease data into this package. The impact of this ASU is non-cash in nature and will not affect the Company’s cash position. The impact to the Company’s results of operations is still being evaluated.

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ACQUISITIONS

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

During the first quarter ended March 31, 2018, the Company acquired 100 percent of the ownership interests of Lansing, Michigan-based Valley Farms Supply, Inc. ("Valley Farms"), for a purchase price of approximately $9.2 million. Valley Farms is a professional groundwater distributor operating four locations in the State of Michigan and one in the State of Indiana. Valley Farms was acquired to serve customers in this region of the United States as part of the Company’s Distribution Segment, which is a collection of professional groundwater equipment distributors. The Company has not presented separate results of operations since closing or combined pro forma financial information of the Company and the acquired interest since the beginning of 2018, as results of operations for this acquisition is immaterial.

During the second quarter of 2017, the Company redeemed 10 percent of the noncontrolling interest of Impo, a Turkish subsidiary, increasing the Company’s ownership to 100 percent for approximately TRY 17.0 million, $5.0 million at the then current exchange rate.  The 10 percent redemption value was calculated using a specified formula and resulted in a reduction to the carrying value of TRY 0.6 million ($0.2 million).  Due to the immaterial nature of the redemption, the Company has not included full year proforma statements of income for the periods presented.

During the second quarter of 2017, the Company acquired controlling interests in three distributors (2M Company, Inc. (“2M”), Drillers Service, Inc. (“DSI”), and Western Hydro, LLC (“Western Hydro”), collectively referred to below as the “Headwater acquisitions”) in the U.S. professional groundwater market for a combined purchase price of approximately $57.4 million, subject to certain terms and conditions. The Company had previously prepaid a $3.0 million portion of the purchase price at the time of original investment. The Company funded the Headwater acquisitions with cash on hand and short-term borrowings from the Company’s Revolver (see Note 9 - Debt). The Headwater acquisitions provide the Company with a professional groundwater distribution channel throughout the United States.

The Company previously held equity interests in these entities, each of which was less than 50 percent, and accounted for by the equity method of accounting. The Company’s total interest in each of the entities is now 100 percent and the entities are included in the Company’s consolidated results effective from the date of acquisition. The original equity interests in the acquired entities were remeasured to their fair values as of the acquisition date (which aggregated was $20.6 million) based on the income approach, which utilized management estimates and consultation with an independent third-party valuation firm. Inputs included an analysis of the enterprise value based on financial projections and ownership percentages.

Intangible assets recognized due to the Headwater acquisitions were $5.7 million and consist of customer relationships, which will be amortized utilizing the straight-line method over 15 years. The fair value of the identifiable intangible assets has been estimated using an income approach, a valuation method that values an intangible asset by discounting the future incremental earnings that may be achieved by the subject intangible asset.

The goodwill of $33.9 million resulting from the Headwater acquisitions consists primarily of the benefits of forward channel integration opportunities and broadened product offerings. All of the goodwill was recorded as part of the Distribution segment, and only a portion ($7.8 million) is expected to be deductible for tax purposes.

The final purchase price assigned to the major identifiable assets and liabilities for the Headwater acquisitions on an aggregated basis is as follows:

(In millions)
Cash	$	2.7
Receivables	29.9
Inventory	56.0
Other current assets	5.1
Total current assets	93.7
Property, plant, and equipment	9.8
Intangible assets	5.7
Goodwill	33.9
Other assets	0.2
Total assets	143.3
Accounts payable	(19.6		)
Accrued liabilities and other current liabilities	(11.4		)
Current maturities of long-term debt	(31.6		)
Total current liabilities	(62.6		)
Long-term debt	(2.0		)
Other long-term liabilities	(0.7		)
Total liabilities	(65.3		)
Total	78.0
Less: Fair value of original equity interest	(20.6		)
Total purchase price	$	57.4

The fair values of the assets acquired and liabilities assumed related to the Headwater acquisitions were final as of June 30, 2018. The Company utilized management estimates and consultation with an independent third-party valuation firm to assist in the valuation process.

The following unaudited proforma financial information for the second quarters and six months ended June 30, 2018 and June 30, 2017 gives effect to the Headwater acquisitions by the Company as if the acquisitions had occurred as of January 1, 2017. These unaudited proforma condensed consolidated financial statements are prepared for informational purposes only and are not necessarily indicative of actual results or financial position that would have been achieved had the acquisitions been consummated on the dates indicated and are not necessarily indicative of future operating results or financial position of the consolidated companies. The unaudited proforma condensed consolidated financial statements do not give effect to any cost savings or incremental costs that may result from the integration of the Headwater acquisitions with the Company.

FRANKLIN ELECTRIC CO., INC.
PROFORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
	Second Quarter Ended				Six Months Ended
(in millions, except per share amounts)	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Revenue:
As reported	$	344.0	$	305.3	$	639.6	$	525.6
Proforma	344.0		315.2		639.6		585.5
Net income:
As reported	$	30.5	$	29.9	$	51.7	$	45.6
Proforma	30.5		30.3		51.7		46.9
Basic earnings per share:
As reported	$	0.65	$	0.64	$	1.10	$	0.97
Proforma	0.65		0.65		1.10		1.00
Diluted earnings per share:
As reported	$	0.64	$	0.64	$	1.09	$	0.97
Proforma	0.64		0.64		1.09		0.99

Transaction costs were expensed as incurred under the guidance of FASB Accounting Standards Codification Topic 805, Business Combinations. There were $0.1 million and $0.2 million of transaction costs included in the "Selling, general, and administrative expenses" line of the Company's condensed consolidated statements of income for the second quarter and six months ended June 30, 2018, respectively. There were $0.1 million and $0.3 million of transactions costs incurred in the second quarter and six months ended June 30, 2017, respectively.

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

FASB ASC Topic 820, Fair Value Measurements and Disclosures, provides guidance for defining, measuring, and disclosing fair value within an established framework and hierarchy. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard established a fair value hierarchy which requires an entity to maximize the use of observable inputs and to minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value within the hierarchy are as follows:

Level 1 – Quoted prices for identical assets and liabilities in active markets;

Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As of June 30, 2018 and December 31, 2017, the assets measured at fair value on a recurring basis were as set forth in the table below:

(In millions)	June 30, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	3.0	$	3.0	$	—	$	—
	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	3.0	$	3.0	$	—	$	—

The Company's Level 1 assets consist of cash equivalents which are generally comprised of foreign bank guaranteed certificates of deposit.

The Company has no assets measured on a recurring basis classified as Level 2 or Level 3.

Total debt, including current maturities, have carrying amounts of $262.6 million and $226.0 million and estimated fair values of $264 million and $230 million as of June 30, 2018 and December 31, 2017, respectively. In the absence of quoted prices in active markets, considerable judgment is required in developing estimates of fair value. Estimates are not necessarily indicative of the amounts the Company could realize in a current market transaction. In determining the fair value of its debt, the Company uses estimates based on rates currently available to the Company for debt with similar terms and remaining maturities. Accordingly, the fair value of debt is classified as Level 2 within the valuation hierarchy.

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FINANCIAL INSTRUMENTS	6 Months Ended
	Jun. 30, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
FINANCIAL INSTRUMENTS	FINANCIAL INSTRUMENTSThe Company’s deferred compensation stock program is subject to variable plan accounting and, accordingly, is adjusted for changes in the Company’s stock price at the end of each reporting period. The Company has entered into share swap transaction agreements (the "swap") to mitigate the Company’s exposure to the fluctuations in the Company's stock price. The swap has not been designated as a hedge for accounting purposes and is cancellable with 30 days' written notice by either party. As of June 30, 2018, the swap had a notional value based on 235,000 shares. For the second quarter and six months ended June 30, 2018, the swap resulted in a gain of $0.8 million and a loss of $0.3 million, respectively. For the second quarter and six months ended June 30, 2017, the swap resulted in a loss of $0.4 million and a gain of $0.4 million, respectively. Gains and losses resulting from the the swap were primarily offset by gains and losses on the fair value of the deferred compensation stock liability. All gains or losses and expenses related to the swap are recorded in the Company's condensed consolidated statements of income within the “Selling, general, and administrative expenses” line.

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GOODWILL AND OTHER INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amounts of the Company’s intangible assets are as follows:

(In millions)	June 30, 2018					December 31, 2017
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangibles:
Patents	$	7.5	$	(6.8	)	$	7.5	$	(6.7	)
Technology	7.5		(6.1		)	7.5		(5.8		)
Customer relationships	135.6		(60.2		)	138.9		(57.6		)
Other	2.9		(2.5		)	2.9		(2.4		)
Total	$	153.5	$	(75.6	)	$	156.8	$	(72.5	)
Unamortized intangibles:
Trade names	45.6		—			47.2		—
Total intangibles	$	199.1	$	(75.6	)	$	204.0	$	(72.5	)

Amortization expense related to intangible assets for the second quarters ended June 30, 2018 and June 30, 2017 was $2.2 million and 4.3 million for the six months ended June 30, 2018 and June 30, 2017.

Amortization expense for each of the five succeeding years is projected as follows:

(In millions)	2018		2019		2020		2021		2022
	$	8.5	$	8.4	$	8.3	$	7.9	$	7.7

The change in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2018, is as follows:

(In millions)
	Water Systems			Fueling Systems			Distribution		Consolidated
Balance as of December 31, 2017	$	139.3		$	63.6		$	33.9	$	236.8
Acquisitions	—			—			1.5		1.5
Foreign currency translation	(2.8		)	(0.1		)	—		(2.9		)
Balance as of June 30, 2018	$	136.5		$	63.5		$	35.4	$	235.4

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EMPLOYEE BENEFIT PLANS

6 Months Ended

Jun. 30, 2018

Retirement Benefits [Abstract]

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

Defined Benefit Plans - As of June 30, 2018, the Company maintained two domestic pension plans and three German pension plans. The Company used a December 31, 2017 measurement date for these plans. One of the Company's domestic pension plans covers one active management employee, while the other domestic plan covers all eligible employees (plan was frozen as of December 31, 2011). The two domestic and three German plans collectively comprise the 'Pension Benefits' disclosure caption.

Other Benefits - The Company's other post-retirement benefit plan provides health and life insurance to domestic employees hired prior to 1992.

The following table sets forth the aggregated net periodic benefit cost for all pension plans for the second quarters and six months ended June 30, 2018 and June 30, 2017:

(In millions)	Pension Benefits
	Second Quarter Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Service cost	$	0.2		$	0.2		$	0.4		$	0.3
Interest cost	1.4			1.5			2.7			2.9
Expected return on assets	(2.2		)	(2.3		)	(4.3		)	(4.5		)
Amortization of:
Prior service cost	—			—			—			—
Actuarial loss	0.8			0.7			1.5			1.3
Settlement cost	—			—			—			—
Net periodic benefit cost	$	0.2		$	0.1		$	0.3		$	—

In the six months ended June 30, 2018, the Company made contributions of $1.1 million to the funded plans. The amount of contributions to be made to the plans during the calendar year 2018 will be finalized by September 15, 2018, based upon the funding level requirements identified and year-end valuation performed at December 31, 2017.

The following table sets fort the aggregated net periodic benefit cost for the post-retirement benefit plan for the second quarters and six months ended June 30, 2018 and June 30, 2017.

(In millions)	Other Benefits
	Second Quarter Ended				Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Service cost	$	—	$	—	$	—	$	—
Interest cost	0.1		0.1		0.2		0.2
Expected return on assets	—		—		—		—
Amortization of:
Prior service cost	—		0.1		—		0.2
Actuarial loss	—		—		0.1		—
Settlement cost	—		—		—		—
Net periodic benefit cost	$	0.1	$	0.2	$	0.3	$	0.4

The Company adopted ASU 2017-07 in the first quarter ended March 31, 2018.  The service cost component of net periodic benefit cost above is recorded in Selling, general, and administrative expenses within the Condensed Consolidated Statements of Income, while the remaining components are recorded to Other income/(expense), net.  The prior year amounts have been reclassified to provide comparable presentation in line with the guidance.

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INCOME TAXES

6 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company’s effective tax rate from continuing operations for the six month period ended June 30, 2018 was 9.2 percent as compared to 13.4 percent for the six month period ended June 30, 2017. The effective tax rate is lower than the U.S. statutory rate of 21 percent primarily due to the recognition of the foreign-derived intangible income (FDII) provisions in the U.S. Tax Cuts and Jobs Act (Tax Act) and certain discrete events. For the second quarters of both 2018 and 2017 the effective tax rate was 18.6 percent.

The decrease in the effective tax rate for the six months ended June 30, 2018, compared with the same period in 2017, was primarily affected by the Tax Act, which reduced the U.S. federal corporate income tax rate from 35 percent to 21 percent effective January 1, 2018. The Company also reflected an estimated tax benefit of $3 million associated with the FDII provisions of the Tax Act that were effective for the first time during 2018. In addition, during the three month period ended March 31, 2018, the Company released a valuation allowance of $5.4 million related to state NOLs and incentives as it is no longer in a three-year cumulative loss position for certain state income tax purposes.

During the second quarter 2018, the Company paid $1.6 million to the one time transition tax liability imposed by the Tax Act, and in accordance with the IRS regulations has applied an estimated $3.0 million of 2017 overpayments.

The Company’s accounting for certain aspects of the Tax Act remains provisional. As noted at year-end 2017, the Company was able to reasonably estimate certain effects and, therefore, recorded provisional adjustments associated with the deemed repatriation transition tax and the remeasurement of deferred taxes. The Company has not made any additional measurement-period adjustments related to these items during the quarter as the analysis requires significant data from foreign subsidiaries that is not yet final due to future statutory deadlines as well as pending guidance from state and local tax authorities in the U.S. However, the Company is continuing to gather additional information to complete our accounting for these items. The accounting for the tax effects of the Tax Act will be completed in 2018.

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DEBT

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

DEBT

DEBT

Debt consisted of the following:

(In millions)	June 30, 2018			December 31, 2017
Prudential Agreement	$	30.0		$	60.0
Tax increment financing debt	20.3			20.8
New York Life	75.0			75.0
Credit Agreement	133.8			67.0
Capital leases	0.1			0.1
Foreign subsidiary debt	3.8			3.5
Less: unamortized debt issuance costs	(0.3		)	(0.3		)
	$	262.7		$	226.1
Less: current maturities	(167.8		)	(100.5		)
Long-term debt	$	94.9		$	125.6

Debt outstanding, excluding unamortized debt issuance costs, at June 30, 2018 matures as follows:

(In millions)	Total		Year 1		Year 2		Year 3		Year 4		Year 5		More Than 5 Years
Debt	$	262.9	$	167.8	$	1.3	$	1.2	$	1.3	$	1.3	$	90.0
Capital leases	0.1		—		0.1		—		—		—		—
	$	263.0	$	167.8	$	1.4	$	1.2	$	1.3	$	1.3	$	90.0

Prudential Agreement

The Company maintains the Third Amended and Restated Note Purchase and Private Shelf Agreement (the "Prudential Agreement") with an initial borrowing capacity of $250.0 million. The Prudential Agreement bears a coupon of 5.79 percent with a final maturity in 2019.  Principal installments of $30.0 million are payable annually, including the date of maturity of April 30, 2019, with any unpaid balance due at that time. There is no additional borrowing capacity resulting from principal payments made by the Company. As of June 30, 2018, the Company has $100.0 million borrowing capacity available under the Prudential Agreement.

Project Bonds

The Company, Allen County, Indiana and certain institutional investors maintain a Bond Purchase and Loan Agreement. Under the agreement, Allen County, Indiana issued a series of Project Bonds entitled “Taxable Economic Development Bonds, Series 2012 (Franklin Electric Co., Inc. Project)." The aggregate principal amount of the Project Bonds that were issued, authenticated, and are now outstanding thereunder was limited to $25.0 million. These Project Notes ("Tax increment financing debt") bear interest at 3.6 percent per annum. Interest and principal balance of the Project Notes are due and payable by the Company directly to the institutional investors in aggregate semi-annual installments commencing on July 10, 2013, and concluding on January 10, 2033.

New York Life

The Company maintains an uncommitted and unsecured private shelf agreement with NYL Investors LLC, an affiliate of New York Life (the "New York Life Agreement"), entered into on May 27, 2015 for $150.0 million maximum aggregate principal borrowing capacity and authorized issuance of $75.0 million of floating rate senior notes due May 27, 2025. These senior notes have a floating interest rate of one-month USD LIBOR (2.10 percent as of June 30, 2018) plus a spread of 1.35 percent with interest-only payments due on a monthly basis. As of June 30, 2018, there was $75.0 million remaining borrowing capacity under the New York Life Agreement.

Credit Agreement

The Company maintains the Third Amended and Restated Credit Agreement (the "Credit Agreement”). The Credit Agreement has a maturity date of October 28, 2021 and commitment amount of $300.0 million. The Credit Agreement provides that the Borrowers may request an increase in the aggregate commitments by up to $150.0 million (not to exceed a total commitment of $450.0 million). Under the Credit Agreement, the Borrowers are required to pay certain fees, including a facility fee of 0.100% to 0.275% (depending on the Company's leverage ratio) of the aggregate commitment, which fee is payable

quarterly in arrears. Loans may be made either at (i) a Eurocurrency rate based on LIBOR plus an applicable margin of 0.75% to 1.60% (depending on the Company's leverage ratio) or (ii) an alternative base rate as defined in the Credit Agreement.

As of June 30, 2018, the Company had $133.8 million in outstanding borrowings which were primarily used for acquisition and working capital needs, $5.6 million in letters of credit outstanding, and $160.6 million of available capacity under the Credit Agreement.

Covenants

The Company’s credit agreements contain customary financial covenants. The Company’s most significant agreements and restrictive covenants are in the New York Life Agreement, the Project Bonds, the Prudential Agreement, and the Credit Agreement; each containing both affirmative and negative covenants. The affirmative covenants relate to financial statements, notices of material events, conduct of business, inspection of property, maintenance of insurance, compliance with laws and most favored lender obligations. The negative covenants include limitations on loans, advances and investments, and the granting of liens by the Company or its subsidiaries, as well as prohibitions on certain consolidations, mergers, sales and transfers of assets. The covenants also include financial requirements including a maximum leverage ratio of 3.50 to 1.00 and a minimum interest coverage ratio of 3.00 to 1.00. Cross default is applicable with the Prudential Agreement, the Project Bonds, the New York Life Agreement, and the Credit Agreement but only if the Company is defaulting on an obligation exceeding $10.0 million. The Company was in compliance with all financial covenants as of June 30, 2018.

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating security as if all of the net earnings for the period had been distributed. The Company's participating securities consist of share-based payment awards that contain a nonforfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common shareholders.

Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards.

The following table sets forth the computation of basic and diluted earnings per share:

	Second Quarter Ended					Six Months Ended
(In millions, except per share amounts)	June 30, 2018		June 30, 2017			June 30, 2018		June 30, 2017
Numerator:
Net income attributable to Franklin Electric Co., Inc.	$	30.5	$	29.9		$	51.7	$	45.6
Less: Undistributed earnings allocated to participating securities	0.2		0.2			0.4		0.3
Less: Undistributed earnings allocated to redeemable noncontrolling interest	—		(0.2		)	—		—
Net income available to common shareholders	$	30.3	$	29.9		$	51.3	$	45.3
Denominator:
Basic weighted average common shares outstanding	46.5		46.5			46.5		46.4
Effect of dilutive securities:
Non-participating employee stock options and performance awards	0.5		0.5			0.5		0.6
Diluted weighted average common shares outstanding	47.0		47.0			47.0		47.0
Basic earnings per share	$	0.65	$	0.64		$	1.10	$	0.97
Diluted earnings per share	$	0.64	$	0.64		$	1.09	$	0.97

There were 0.2 million and 0.4 million stock options outstanding for the second quarters ended June 30, 2018 and June 30, 2017, and 0.2 million and 0.3 million stock options outstanding for the six months ended June 30, 2018 and June 30, 2017, that were excluded from the computation of diluted earnings per share, as their inclusion would be anti-dilutive.

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EQUITY ROLL FORWARD

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

EQUITY ROLL FORWARD

EQUITY ROLL FORWARD

The schedule below sets forth equity changes in the six months ended June 30, 2018:

(In thousands)	Common Stock			Additional Paid in Capital		Retained Earnings			Minimum Pension Liability			Cumulative Translation Adjustment			Noncontrolling Interest			Total Equity			Redeemable Noncontrolling Interest
Balance as of December 31, 2017	$	4,663		$	240,136	$	604,905		$	(49,364	)	$	(99,683	)	$	1,964		$	702,621		$	1,502
Net income						51,671									385			52,056			(802		)
Dividends on common stock						(10,658		)										(10,658		)
Common stock issued	9			1,786														1,795
Common stock repurchased	(27		)			(10,926		)										(10,953		)
Share-based compensation	9			4,760														4,769
Currency translation adjustment												(25,782		)	(23		)	(25,805		)	64
Pension liability, net of tax									1,199									1,199
Balance as of June 30, 2018	$	4,654		$	246,682	$	634,992		$	(48,165	)	$	(125,465	)	$	2,326		$	715,024		$	764

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ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

Changes in accumulated other comprehensive income/(loss) by component for the six months ended June 30, 2018 and June 30, 2017, are summarized below:

(In millions)
For the six months ended June 30, 2018:	Foreign Currency Translation Adjustments			Pension and Post-Retirement Plan Benefit Adjustments (2)			Total
Balance as of December 31, 2017	$	(99.7	)	$	(49.3	)	$	(149.0	)
Other comprehensive income/(loss) before reclassifications	(25.8		)	—			(25.8		)
Amounts reclassified from accumulated other comprehensive income/(loss) (1)	—			1.2			1.2
Net other comprehensive income/(loss)	(25.8		)	1.2			(24.6		)
Balance as of June 30, 2018	$	(125.5	)	$	(48.1	)	$	(173.6	)
For the six months ended June 30, 2017
Balance as of December 31, 2016	$	(118.4	)	$	(51.5	)	$	(169.9	)
Other comprehensive income/(loss) before reclassifications	15.2			—			15.2
Amounts reclassified from accumulated other comprehensive income/(loss) (1)	—			1.0			1.0
Net other comprehensive income/(loss)	15.2			1.0			16.2
Balance as of June 30, 2017	$	(103.2	)	$	(50.5	)	$	(153.7	)

(1) This accumulated other comprehensive income/(loss) component is included in the computation of net periodic pension cost (refer to Note 7 for additional details) and is included in the "Other income/(expense), net" line of the Company's condensed consolidated statements of income.

(2) Net of tax expense of $0.4 million and $0.5 million for the six months ended June 30, 2018 and June 30, 2017, respectively.

Amounts related to noncontrolling interests were not material.

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT AND GEOGRAPHIC INFORMATION

The accounting policies of the operating segments are the same as those described in Note 1 of the Company's Form 10-K.  Revenue is recognized based on the invoice price at the point in time when the customer obtains control of the product, which is typically upon shipment to the customer.  During the second quarter of 2017, as a result of acquisitions, the Company revised its reportable segments to include a Distribution segment.  The Company realigned its internal and external reporting in accordance with the Company’s revised organization and its review of performance.  The Water and Fueling segments include manufacturing operations and supply certain components and finished goods, both between segments and to the Distribution segment.  In the prior year, the Company reported certain product transfers between Water and Fueling as intersegment revenue.  The Company is now reporting these product transfers between Water and Fueling as inventory transfers as a significant number of the Company's manufacturing facilities are shared across segments for scale and efficiency purposes.  The Company continues to report intersegment transfers from Water to Distribution as intersegment revenue at market prices to properly reflect the commercial arrangement of vendor to customer that exists between the Water and Distribution segments.  Segment operating income is a key financial performance measure. Operating income by segment is based on net sales less identifiable operating expenses and allocations and includes profits recorded on sales to other segments of the Company.  The Company has retrospectively revised segment results in prior periods' to conform with current period presentations.  There is no impact on the Company's previously reported consolidated financial position, results of operations, or cash flows. 

Financial information by reportable business segment is included in the following summary:

	Second Quarter Ended						Six Months Ended
(In millions)	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
	Net sales
Water Systems
External sales
United States & Canada	$	93.8		$	87.4		$	174.6		$	159.1
Latin America	29.0			31.0			58.1			64.0
Europe, Middle East & Africa	48.5			45.1			97.8			86.5
Asia Pacific	19.1			21.7			39.9			43.2
Intersegment sales
United States & Canada	20.0			13.1			31.8			13.1
Total sales	210.4			198.3			402.2			365.9
Distribution
External sales
United States & Canada	79.5			59.1			135.7			59.1
Intersegment sales	—			—			—			—
Total sales	79.5			59.1			135.7			59.1
Fueling Systems
External sales
United States & Canada	38.5			36.1			71.3			65.6
All other	35.6			24.9			62.2			48.1
Intersegment sales	—			—			—			—
Total sales	74.1			61.0			133.5			113.7
Intersegment Eliminations/Other	(20.0		)	(13.1		)	(31.8		)	(13.1		)
Consolidated	$	344.0		$	305.3		$	639.6		$	525.6
	Second Quarter Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
	Operating income/(loss)
Water Systems	$	32.3		$	32.8		$	57.5		$	54.2
Distribution	4.0			3.7			3.2			3.7
Fueling Systems	18.9			14.9			32.5			25.9
Intersegment Eliminations/Other	(14.7		)	(17.1		)	(30.0		)	(31.0		)
Consolidated	$	40.5		$	34.3		$	63.2		$	52.8

	June 30, 2018		December 31, 2017
	Total assets
Water Systems	$	685.6	$	695.4
Distribution	185.7		153.1
Fueling Systems	282.8		265.7
Other	61.6		71.2
Consolidated	$	1,215.7	$	1,185.4

Other Assets are generally Corporate assets that are not allocated to the segments and are comprised primarily of cash and property, plant and equipment.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

The Company is defending various claims and legal actions which have arisen in the ordinary course of business. In the opinion of management, based on current knowledge of the facts and after discussion with counsel, these claims and legal actions can be defended or resolved without a material effect on the Company’s financial position, results of operations, and net cash flows.

At June 30, 2018, the Company had $5.2 million of commitments primarily for capital expenditures and purchase of raw materials to be used in production.

The Company provides warranties on most of its products. The warranty terms vary but are generally two years to five years from date of manufacture or one year to five years from date of installation. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims. The Company actively studies trends of warranty claims and takes actions to improve product quality and minimize warranty claims. The Company believes that the warranty reserve is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the reserve.

The changes in the carrying amount of the warranty accrual, as recorded in the "Accrued expenses and other current liabilities" line of the Company's condensed consolidated balance sheet for the six months ended June 30, 2018, are as follows:

(In millions)
Balance as of December 31, 2017	$	9.5
Accruals related to product warranties	5.0
Additions related to acquisitions	0.1
Reductions for payments made	(5.2		)
Balance as of June 30, 2018	$	9.4

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SHARE-BASED COMPENSATION

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

The Franklin Electric Co., Inc. 2017 Stock Plan (the "2017 Stock Plan") is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, stock unit awards, and stock appreciation rights ("SARs") to key employees and non-employee directors. The number of shares that may be issued under the Plan is 1,400,000. Stock options and SARs reduce the number of available shares by one share for each share subject to the option or SAR, and stock awards and stock unit awards settled in shares reduce the number of available shares by 1.5 shares for every one share delivered.

The Company also maintains the Franklin Electric Co., Inc. 2012 Stock Plan (the "2012 Stock Plan"), which is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, and stock unit awards to key employees and non-employee directors.

The 2012 Stock Plan authorized 2,400,000 shares for issuance as follows:

2012 Stock Plan	Authorized Shares
Stock Options	1,680,000
Stock/Stock Unit Awards	720,000

The Company also maintains the Amended and Restated Franklin Electric Co., Inc. Stock Plan (the "2009 Stock Plan") which, as amended in 2009, provided for discretionary grants of stock options and stock awards. The 2009 Stock Plan authorized 4,400,000 shares for issuance as follows:

2009 Stock Plan	Authorized Shares
Stock Options	3,200,000
Stock Awards	1,200,000

All options in the 2009 Stock Plan have been awarded.

The Company currently issues new shares from its common stock balance to satisfy option exercises and the settlement of stock awards and stock unit awards made under the outstanding stock plans.

Stock Options:

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model with a single approach and amortized using a straight-line attribution method over the option’s vesting period.  

The assumptions used for the Black-Scholes model to determine the fair value of options granted during the six months ended June 30, 2018 and June 30, 2017 are as follows:

	June 30, 2018		June 30, 2017
Risk-free interest rate	2.69	%	1.89	%
Dividend yield	1.05	%	0.94	%
Volatility factor	28.71	%	31.19	%
Expected term	5.6 years		5.5 years

A summary of the Company’s outstanding stock option activity and related information for the six months ended June 30, 2018 is as follows:

(Shares in thousands)	June 30, 2018
Stock Options	Shares		Weighted-Average Exercise Price
Outstanding at beginning of period	1,388		$	28.79
Granted	251		40.26
Exercised	(86	)	20.88
Forfeited	(3	)	37.21
Outstanding at end of period	1,550		$	27.26
Expected to vest after applying forfeiture rate	1,522		$	30.92
Vested and exercisable at end of period	1,009		$	27.26

A summary of the weighted-average remaining contractual term and aggregate intrinsic value as of June 30, 2018 is as follows:

	Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (000's)
Outstanding at end of period	5.84 years	$	21,753
Expected to vest after applying forfeiture rate	5.78 years	$	21,588
Vested and exercisable at end of period	4.28 years	$	17,999

The total intrinsic value of options exercised during the six months ended June 30, 2018 and June 30, 2017 was $2.0 million and $1.6 million, respectively.

As of June 30, 2018, there was $2.3 million of total unrecognized compensation cost related to non-vested stock options granted under the 2012 Stock Plan and the 2009 Stock Plan. That cost is expected to be recognized over a weighted-average period of 2.81 years.

Stock/Stock Unit Awards:

A summary of the Company’s restricted stock/stock unit award activity and related information for the sixth months ended June 30, 2018 is as follows:

(Shares in thousands)	June 30, 2018
Restricted Stock/Stock Unit Awards	Shares		Weighted-Average Grant- Date Fair Value
Non-vested at beginning of period	463		$	36.71
Awarded	164		40.48
Vested	(82	)	40.97
Forfeited	(30	)	36.35
Non-vested at end of period	515		$	37.25

As of June 30, 2018, there was $12.1 million of total unrecognized compensation cost related to non-vested restricted stock/stock unit awards granted under the 2012 Stock Plan and the 2009 Stock Plan.  That cost is expected to be recognized over a weighted-average period of 2.53 years.

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SUBSEQUENT EVENT (Notes)

6 Months Ended

Jun. 30, 2018

Subsequent Event [Line Items]

Subsequent Events [Text Block]

SUBSEQUENT EVENT

On July 30, 2018, the Company entered into the Second Amendment (the “Second Amendment”) to the New York Life Agreement. The Second Amendment to the New York Life Agreement reinstates the credit facility with an expiration date of July 30, 2021 and increases the maximum aggregate principal borrowing capacity from $150.0 million to $200.0 million. In addition, on July 30, 2018, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the Prudential Agreement, which extended the term of the facility through July 30, 2021 and increased the total undrawn facility from $100.0 million to $150.0 million.

The material terms of the New York Life Agreement and Prudential Agreement are more fully described in Note 9 of this Quarterly Report on Form 10-Q and the foregoing description is qualified in its entirety by reference to the New York Life Agreement and the Prudential Agreement, copies of which are filed as [Exhibits 10.2 - 10.3] hereof and are incorporated herein by reference.

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ACCOUNTING PRONOUNCEMENTS (Policies)

6 Months Ended

Jun. 30, 2018

Accounting Changes and Error Corrections [Abstract]

Recently Issued Accounting Pronouncements

Adoption of New Accounting Standards

In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires entities to present only the service cost component of net periodic benefit cost as an operating expense (consistent with the presentation of other employee compensation costs). The other components of net periodic benefit cost are to be presented as a non-operating expense. The Company adopted ASU 2017-07 during the first quarter ended March 31, 2018. The prior year non-service cost component of net periodic benefit costs as of June 30, 2017 was less than $0.1 million and is not considered significant. The Company has included current year non-service costs as non-operating expense. The adoption of this pronouncement did not have a material impact to the Company’s condensed consolidated financial position, results of operations, or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) as modified by subsequently issued ASUs 2015-14, 2016-08, 2016-10, 2016-12 and 2016-20 (collectively ASU 2014-09).  Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition (“Topic 605”), and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the considerations to which the entity expects to be entitled to in exchange for those goods or services. The Company made the accounting policy election allowed by ASC 606-10-32-2A to continue to present sales tax on a net basis, consistent with current guidance in ASC 605-45-15-2(e). The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method).  The Company adopted ASU 2014-09 during the first quarter ended March 31, 2018 utilizing the modified retrospective approach. The adoption of this ASU did not have a material impact to the Company’s condensed consolidated financial position, results of operations, or cash flow; however, the adoption of this ASU requires the Company to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company completed its assessment of the additional disclosure requirements with the following results:

Disaggregation of Revenue

The adoption of this ASU requires the Company to disaggregate revenue into categories to depict how the nature, timing, and uncertainty of revenue and cash flows are affected by economic factors. As evidenced in Footnote 14 Segment and Geographic Information, the Company’s business consists of the Water, Fueling, Distribution, and Other segments. The Other segment includes unallocated corporate expenses and intersegment eliminations. A reconciliation of disaggregated revenue to segment revenue as well as Water Segment revenue by geographical regions is provided in Footnote 14, consistent with how the Company evaluates financial performance.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. The Company typically sells its products to customers by purchase order, and does not have any additional performance obligations included in contracts to customers other than the shipment of products. The Company records net sales revenues after discounts at the time of sale based on specific discount programs in effect, related historical data, and experience. The Company typically ships products FOB shipping at

which point control of the products passes to the customers. Any shipping and handling fees prior to shipment are considered activities required to fulfill the Company’s promise to transfer goods, and do not qualify as a separate performance obligation. Shipping and handling costs are recorded as a component of cost of sales. Additionally, the Company offers assurance-type warranties (vs. service warranties) which do not qualify as a separate performance obligation. Therefore, the Company allocates the transaction price based on a single performance obligation. The Company offers normal and customary trade terms to its customers, no significant part of which is of an extended nature. The Company considers the performance obligation satisfied and recognizes revenue at a point in time, the time of shipment. The Company does not generally allow for refunds or returns to customers and does not have outstanding performance obligations for contracts with original durations of greater than one year at the end of the reporting period.

Contract Costs

The Company does not have outstanding contracts with an original term greater than one year; therefore, the Company expenses costs to obtain a contract as incurred.

Accounting Standards Issued But Not Yet Adopted

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU was issued following the enactment of the U.S. Tax Cuts and Jobs Act of 2017 ("Tax Act") and permits entities to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The ASU is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and may be applied either at the beginning of the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. The Company is currently assessing the impact of the ASU on the Company’s consolidated financial position, results of operations, and cash flows.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 removes step two from the goodwill impairment test and instead requires an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit's fair value. The ASU is effective on a prospective basis for interim and annual periods beginning after December 15, 2019 with early adoption permitted. The Company is still determining the date of adoption for this ASU but does not anticipate the adoption to have a material impact on the Company's consolidated financial position, results of operations, or cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases found in Accounting Standards Codification (“ASC”) Topic 840. This ASU requires lessees to present right-of-use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. The guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements and is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. The Company has begun the evaluation process for the adoption of the ASU, and anticipates that the majority of the Company’s outstanding operating leases would be recognized as right-of-use assets and lease liabilities upon adoption, resulting in a significant impact to the Company’s consolidated balance sheets. The Company is implementing a lease accounting software package for lease administration and compliance reporting and is in the process of entering its lease data into this package. The impact of this ASU is non-cash in nature and will not affect the Company’s cash position. The impact to the Company’s results of operations is still being evaluated.

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ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The final purchase price assigned to the major identifiable assets and liabilities for the Headwater acquisitions on an aggregated basis is as follows:

(In millions)
Cash	$	2.7
Receivables	29.9
Inventory	56.0
Other current assets	5.1
Total current assets	93.7
Property, plant, and equipment	9.8
Intangible assets	5.7
Goodwill	33.9
Other assets	0.2
Total assets	143.3
Accounts payable	(19.6		)
Accrued liabilities and other current liabilities	(11.4		)
Current maturities of long-term debt	(31.6		)
Total current liabilities	(62.6		)
Long-term debt	(2.0		)
Other long-term liabilities	(0.7		)
Total liabilities	(65.3		)
Total	78.0
Less: Fair value of original equity interest	(20.6		)
Total purchase price	$	57.4

Business Acquisition, Pro Forma Information

The unaudited proforma condensed consolidated financial statements do not give effect to any cost savings or incremental costs that may result from the integration of the Headwater acquisitions with the Company.

FRANKLIN ELECTRIC CO., INC.
PROFORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
	Second Quarter Ended				Six Months Ended
(in millions, except per share amounts)	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Revenue:
As reported	$	344.0	$	305.3	$	639.6	$	525.6
Proforma	344.0		315.2		639.6		585.5
Net income:
As reported	$	30.5	$	29.9	$	51.7	$	45.6
Proforma	30.5		30.3		51.7		46.9
Basic earnings per share:
As reported	$	0.65	$	0.64	$	1.10	$	0.97
Proforma	0.65		0.65		1.10		1.00
Diluted earnings per share:
As reported	$	0.64	$	0.64	$	1.09	$	0.97
Proforma	0.64		0.64		1.09		0.99

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets Measured on Recurring Basis

As of June 30, 2018 and December 31, 2017, the assets measured at fair value on a recurring basis were as set forth in the table below:

(In millions)	June 30, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	3.0	$	3.0	$	—	$	—
	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	3.0	$	3.0	$	—	$	—

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Indefinite-Lived Intangible Assets

The carrying amounts of the Company’s intangible assets are as follows:

(In millions)	June 30, 2018					December 31, 2017
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangibles:
Patents	$	7.5	$	(6.8	)	$	7.5	$	(6.7	)
Technology	7.5		(6.1		)	7.5		(5.8		)
Customer relationships	135.6		(60.2		)	138.9		(57.6		)
Other	2.9		(2.5		)	2.9		(2.4		)
Total	$	153.5	$	(75.6	)	$	156.8	$	(72.5	)
Unamortized intangibles:
Trade names	45.6		—			47.2		—
Total intangibles	$	199.1	$	(75.6	)	$	204.0	$	(72.5	)

Schedule of Finite-Lived Intangible Assets

The carrying amounts of the Company’s intangible assets are as follows:

(In millions)	June 30, 2018					December 31, 2017
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangibles:
Patents	$	7.5	$	(6.8	)	$	7.5	$	(6.7	)
Technology	7.5		(6.1		)	7.5		(5.8		)
Customer relationships	135.6		(60.2		)	138.9		(57.6		)
Other	2.9		(2.5		)	2.9		(2.4		)
Total	$	153.5	$	(75.6	)	$	156.8	$	(72.5	)
Unamortized intangibles:
Trade names	45.6		—			47.2		—
Total intangibles	$	199.1	$	(75.6	)	$	204.0	$	(72.5	)

Schedule of Amortization Expense

Amortization expense for each of the five succeeding years is projected as follows:

(In millions)	2018		2019		2020		2021		2022
	$	8.5	$	8.4	$	8.3	$	7.9	$	7.7

Schedule of Change in the Carrying Amount of Goodwill by Reporting Segment

The change in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2018, is as follows:

(In millions)
	Water Systems			Fueling Systems			Distribution		Consolidated
Balance as of December 31, 2017	$	139.3		$	63.6		$	33.9	$	236.8
Acquisitions	—			—			1.5		1.5
Foreign currency translation	(2.8		)	(0.1		)	—		(2.9		)
Balance as of June 30, 2018	$	136.5		$	63.5		$	35.4	$	235.4

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EMPLOYEE BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2018

Pension Plan

Defined Benefit Plans and Other Postretirement Benefit Plans

Schedule of Aggregated Net Periodic Benefit Cost and Other Benefit Cost

The following table sets forth the aggregated net periodic benefit cost for all pension plans for the second quarters and six months ended June 30, 2018 and June 30, 2017:

(In millions)	Pension Benefits
	Second Quarter Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Service cost	$	0.2		$	0.2		$	0.4		$	0.3
Interest cost	1.4			1.5			2.7			2.9
Expected return on assets	(2.2		)	(2.3		)	(4.3		)	(4.5		)
Amortization of:
Prior service cost	—			—			—			—
Actuarial loss	0.8			0.7			1.5			1.3
Settlement cost	—			—			—			—
Net periodic benefit cost	$	0.2		$	0.1		$	0.3		$	—

Other Benefits

Defined Benefit Plans and Other Postretirement Benefit Plans

Schedule of Aggregated Net Periodic Benefit Cost and Other Benefit Cost

The following table sets fort the aggregated net periodic benefit cost for the post-retirement benefit plan for the second quarters and six months ended June 30, 2018 and June 30, 2017.

(In millions)	Other Benefits
	Second Quarter Ended				Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Service cost	$	—	$	—	$	—	$	—
Interest cost	0.1		0.1		0.2		0.2
Expected return on assets	—		—		—		—
Amortization of:
Prior service cost	—		0.1		—		0.2
Actuarial loss	—		—		0.1		—
Settlement cost	—		—		—		—
Net periodic benefit cost	$	0.1	$	0.2	$	0.3	$	0.4

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DEBT (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Debt consisted of the following:

(In millions)	June 30, 2018			December 31, 2017
Prudential Agreement	$	30.0		$	60.0
Tax increment financing debt	20.3			20.8
New York Life	75.0			75.0
Credit Agreement	133.8			67.0
Capital leases	0.1			0.1
Foreign subsidiary debt	3.8			3.5
Less: unamortized debt issuance costs	(0.3		)	(0.3		)
	$	262.7		$	226.1
Less: current maturities	(167.8		)	(100.5		)
Long-term debt	$	94.9		$	125.6

Schedule of Long-term Debt Payments

Debt outstanding, excluding unamortized debt issuance costs, at June 30, 2018 matures as follows:

(In millions)	Total		Year 1		Year 2		Year 3		Year 4		Year 5		More Than 5 Years
Debt	$	262.9	$	167.8	$	1.3	$	1.2	$	1.3	$	1.3	$	90.0
Capital leases	0.1		—		0.1		—		—		—		—
	$	263.0	$	167.8	$	1.4	$	1.2	$	1.3	$	1.3	$	90.0

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

	Second Quarter Ended					Six Months Ended
(In millions, except per share amounts)	June 30, 2018		June 30, 2017			June 30, 2018		June 30, 2017
Numerator:
Net income attributable to Franklin Electric Co., Inc.	$	30.5	$	29.9		$	51.7	$	45.6
Less: Undistributed earnings allocated to participating securities	0.2		0.2			0.4		0.3
Less: Undistributed earnings allocated to redeemable noncontrolling interest	—		(0.2		)	—		—
Net income available to common shareholders	$	30.3	$	29.9		$	51.3	$	45.3
Denominator:
Basic weighted average common shares outstanding	46.5		46.5			46.5		46.4
Effect of dilutive securities:
Non-participating employee stock options and performance awards	0.5		0.5			0.5		0.6
Diluted weighted average common shares outstanding	47.0		47.0			47.0		47.0
Basic earnings per share	$	0.65	$	0.64		$	1.10	$	0.97
Diluted earnings per share	$	0.64	$	0.64		$	1.09	$	0.97

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EQUITY ROLL FORWARD (Tables)

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Schedule of Stockholders' Equity

The schedule below sets forth equity changes in the six months ended June 30, 2018:

(In thousands)	Common Stock			Additional Paid in Capital		Retained Earnings			Minimum Pension Liability			Cumulative Translation Adjustment			Noncontrolling Interest			Total Equity			Redeemable Noncontrolling Interest
Balance as of December 31, 2017	$	4,663		$	240,136	$	604,905		$	(49,364	)	$	(99,683	)	$	1,964		$	702,621		$	1,502
Net income						51,671									385			52,056			(802		)
Dividends on common stock						(10,658		)										(10,658		)
Common stock issued	9			1,786														1,795
Common stock repurchased	(27		)			(10,926		)										(10,953		)
Share-based compensation	9			4,760														4,769
Currency translation adjustment												(25,782		)	(23		)	(25,805		)	64
Pension liability, net of tax									1,199									1,199
Balance as of June 30, 2018	$	4,654		$	246,682	$	634,992		$	(48,165	)	$	(125,465	)	$	2,326		$	715,024		$	764

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ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) (Tables)

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

Changes in accumulated other comprehensive income/(loss) by component for the six months ended June 30, 2018 and June 30, 2017, are summarized below:

(In millions)
For the six months ended June 30, 2018:	Foreign Currency Translation Adjustments			Pension and Post-Retirement Plan Benefit Adjustments (2)			Total
Balance as of December 31, 2017	$	(99.7	)	$	(49.3	)	$	(149.0	)
Other comprehensive income/(loss) before reclassifications	(25.8		)	—			(25.8		)
Amounts reclassified from accumulated other comprehensive income/(loss) (1)	—			1.2			1.2
Net other comprehensive income/(loss)	(25.8		)	1.2			(24.6		)
Balance as of June 30, 2018	$	(125.5	)	$	(48.1	)	$	(173.6	)
For the six months ended June 30, 2017
Balance as of December 31, 2016	$	(118.4	)	$	(51.5	)	$	(169.9	)
Other comprehensive income/(loss) before reclassifications	15.2			—			15.2
Amounts reclassified from accumulated other comprehensive income/(loss) (1)	—			1.0			1.0
Net other comprehensive income/(loss)	15.2			1.0			16.2
Balance as of June 30, 2017	$	(103.2	)	$	(50.5	)	$	(153.7	)

(1) This accumulated other comprehensive income/(loss) component is included in the computation of net periodic pension cost (refer to Note 7 for additional details) and is included in the "Other income/(expense), net" line of the Company's condensed consolidated statements of income.

(2) Net of tax expense of $0.4 million and $0.5 million for the six months ended June 30, 2018 and June 30, 2017, respectively.

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SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Schedule of Financial Information by Reportable Business Segment

Financial information by reportable business segment is included in the following summary:

	Second Quarter Ended						Six Months Ended
(In millions)	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
	Net sales
Water Systems
External sales
United States & Canada	$	93.8		$	87.4		$	174.6		$	159.1
Latin America	29.0			31.0			58.1			64.0
Europe, Middle East & Africa	48.5			45.1			97.8			86.5
Asia Pacific	19.1			21.7			39.9			43.2
Intersegment sales
United States & Canada	20.0			13.1			31.8			13.1
Total sales	210.4			198.3			402.2			365.9
Distribution
External sales
United States & Canada	79.5			59.1			135.7			59.1
Intersegment sales	—			—			—			—
Total sales	79.5			59.1			135.7			59.1
Fueling Systems
External sales
United States & Canada	38.5			36.1			71.3			65.6
All other	35.6			24.9			62.2			48.1
Intersegment sales	—			—			—			—
Total sales	74.1			61.0			133.5			113.7
Intersegment Eliminations/Other	(20.0		)	(13.1		)	(31.8		)	(13.1		)
Consolidated	$	344.0		$	305.3		$	639.6		$	525.6
	Second Quarter Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
	Operating income/(loss)
Water Systems	$	32.3		$	32.8		$	57.5		$	54.2
Distribution	4.0			3.7			3.2			3.7
Fueling Systems	18.9			14.9			32.5			25.9
Intersegment Eliminations/Other	(14.7		)	(17.1		)	(30.0		)	(31.0		)
Consolidated	$	40.5		$	34.3		$	63.2		$	52.8

	June 30, 2018		December 31, 2017
	Total assets
Water Systems	$	685.6	$	695.4
Distribution	185.7		153.1
Fueling Systems	282.8		265.7
Other	61.6		71.2
Consolidated	$	1,215.7	$	1,185.4

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COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Schedule of Changes in the Carrying Amount of the Warranty Accrual

The changes in the carrying amount of the warranty accrual, as recorded in the "Accrued expenses and other current liabilities" line of the Company's condensed consolidated balance sheet for the six months ended June 30, 2018, are as follows:

(In millions)
Balance as of December 31, 2017	$	9.5
Accruals related to product warranties	5.0
Additions related to acquisitions	0.1
Reductions for payments made	(5.2		)
Balance as of June 30, 2018	$	9.4

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SHARE-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Authorized Number of Shares

The 2012 Stock Plan authorized 2,400,000 shares for issuance as follows:

2012 Stock Plan	Authorized Shares
Stock Options	1,680,000
Stock/Stock Unit Awards	720,000

The Company also maintains the Amended and Restated Franklin Electric Co., Inc. Stock Plan (the "2009 Stock Plan") which, as amended in 2009, provided for discretionary grants of stock options and stock awards. The 2009 Stock Plan authorized 4,400,000 shares for issuance as follows:

2009 Stock Plan	Authorized Shares
Stock Options	3,200,000
Stock Awards	1,200,000

Schedule of Assumptions Used to Determine the Fair Value of Options Granted

The assumptions used for the Black-Scholes model to determine the fair value of options granted during the six months ended June 30, 2018 and June 30, 2017 are as follows:

	June 30, 2018		June 30, 2017
Risk-free interest rate	2.69	%	1.89	%
Dividend yield	1.05	%	0.94	%
Volatility factor	28.71	%	31.19	%
Expected term	5.6 years		5.5 years

Schedule of Stock Option Plans Activity

A summary of the Company’s outstanding stock option activity and related information for the six months ended June 30, 2018 is as follows:

(Shares in thousands)	June 30, 2018
Stock Options	Shares		Weighted-Average Exercise Price
Outstanding at beginning of period	1,388		$	28.79
Granted	251		40.26
Exercised	(86	)	20.88
Forfeited	(3	)	37.21
Outstanding at end of period	1,550		$	27.26
Expected to vest after applying forfeiture rate	1,522		$	30.92
Vested and exercisable at end of period	1,009		$	27.26

Schedule of Stock Options, Contractual Term and Aggregate Intrinsic Value

A summary of the weighted-average remaining contractual term and aggregate intrinsic value as of June 30, 2018 is as follows:

	Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (000's)
Outstanding at end of period	5.84 years	$	21,753
Expected to vest after applying forfeiture rate	5.78 years	$	21,588
Vested and exercisable at end of period	4.28 years	$	17,999

Schedule of Restricted Stock/Stock Unit Award Activity

A summary of the Company’s restricted stock/stock unit award activity and related information for the sixth months ended June 30, 2018 is as follows:

(Shares in thousands)	June 30, 2018
Restricted Stock/Stock Unit Awards	Shares		Weighted-Average Grant- Date Fair Value
Non-vested at beginning of period	463		$	36.71
Awarded	164		40.48
Vested	(82	)	40.97
Forfeited	(30	)	36.35
Non-vested at end of period	515		$	37.25

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ACQUISITIONS (Narrative) (Details) $ in Thousands, ₺ in Millions	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2017 TRY (₺)	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jan. 03, 2015 USD ($)	Dec. 31, 2017 USD ($)	Apr. 09, 2017
Business Acquisition
Impo carrying value reduction			$ 200	₺ 0.6
Equity method investment, ownership percentage			100.00%			100.00%			50.00%
Payments for repurchase of redeemable noncontrolling interest			$ 5,000	₺ 17.0
Ownership percentage, Headwater entities	100.00%				100.00%
Goodwill	$ 235,408				$ 235,408			$ 236,810
Acquisition related costs	$ 100		$ 100		$ 200	$ 300
Valley Farms Supply, Inc
Business Acquisition
Business acquisition, percentage of voting interests acquired		100.00%
Total purchase price		$ 9,200
Impo
Business Acquisition
Business acquisition, percentage of voting interests acquired			10.00%			10.00%
Headwater Companies
Business Acquisition
Total purchase price			$ 57,400				$ 3,000
Fair value of original equity interest			20,600
Intangible assets			5,700			$ 5,700
Weighted average useful life of acquired finite-lived intangible assets					15 years
Goodwill			33,900			33,900
Expected tax deductibility of goodwill resulting from acquisition			$ 7,800			$ 7,800

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ACQUISITIONS (Purchase Price Allocation) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2017	Jun. 30, 2018	Dec. 31, 2017
Business Acquisition
Goodwill		$ 235,408	$ 236,810
Headwater Companies
Business Acquisition
Cash	$ 2,700
Receivables	29,900
Inventory	56,000
Other current assets	5,100
Total current assets	93,700
Property, plant, and equipment	9,800
Intangible assets	5,700
Goodwill	33,900
Other assets	200
Total assets	143,300
Accounts payable	(19,600)
Accrued liabilities and other current liabilities	(11,400)
Current maturities of long-term debt	(31,600)
Total current liabilities	(62,600)
Long-term debt	(2,000)
Other long-term liabilities	(700)
Total liabilities	(65,300)
Total	78,000
Less: Fair value of original equity interest	(20,600)
Total purchase price	$ 57,400

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ACQUISITIONS (Pro Forma Information) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Business Combinations [Abstract]
Revenue, as reported	$ 343,970	$ 305,349	$ 639,600	$ 525,601
Revenue, proforma	344,000	315,200	639,600	585,500
Net income, as reported	30,497	29,909	51,671	45,639
Net income, proforma	$ 30,500	$ 30,300	$ 51,700	$ 46,900
Basic earnings per share, as reported	$ 0.65	$ 0.64	$ 1.10	$ 0.97
Basic earnings per share, proforma	0.65	0.65	1.10	1.00
Diluted earnings per share, as reported	0.64	0.64	1.09	0.97
Diluted earnings per share, proforma	$ 0.64	$ 0.64	$ 1.09	$ 0.99

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FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Recurring Basis
Fair Value, Assets Measured on Recurring and Nonrecurring Basis
Cash equivalents	$ 3.0	$ 3.0
Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets Measured on Recurring and Nonrecurring Basis
Cash equivalents	3.0	3.0
Recurring Basis | Significant Other Observable Inputs (Level 2)
Fair Value, Assets Measured on Recurring and Nonrecurring Basis
Cash equivalents	0.0	0.0
Recurring Basis | Significant Unobservable Inputs (Level 3)
Fair Value, Assets Measured on Recurring and Nonrecurring Basis
Cash equivalents	0.0	0.0
Fair value | Significant Other Observable Inputs (Level 2)
Fair Value, Assets Measured on Recurring and Nonrecurring Basis
Debt	264.0	230.0
Carrying value
Fair Value, Assets Measured on Recurring and Nonrecurring Basis
Debt	$ 262.6	$ 226.0

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FINANCIAL INSTRUMENTS (Details) - Share swap transaction agreement - Not Designated as Hedging Instrument $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018 USD ($) shares	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) shares	Jun. 30, 2017 USD ($)
Derivative
Derivative cancellable written notice term			30 days
Derivative notional amount (in shares) | shares	235,000		235,000
Selling, general, and administrative expenses
Derivative
Loss on Derivative Instruments, Pretax		$ 0.4	$ 0.3
Gain on derivative	$ 0.8			$ 0.4

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OTHER ASSETS (Details)	Jun. 30, 2018
Equity Method Investments and Joint Ventures [Abstract]
Ownership percentage, Headwater entities	100.00%

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GOODWILL AND OTHER INTANGIBLE ASSETS (Intangible Assets) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Intangible Assets
Amortization of Intangible Assets	$ 2.2	$ 2.2	$ 4.3	$ 4.3
Gross carrying amount, amortized intangibles	153.5		153.5		$ 156.8
Accumulated amortization	(75.6)		(75.6)		(72.5)
Gross carrying amount, total intangibles	199.1		199.1		204.0
Trade Names
Intangible Assets
Gross carrying amount, unamortized intangibles	45.6		45.6		47.2
Patents
Intangible Assets
Gross carrying amount, amortized intangibles	7.5		7.5		7.5
Accumulated amortization	(6.8)		(6.8)		(6.7)
Technology
Intangible Assets
Gross carrying amount, amortized intangibles	7.5		7.5		7.5
Accumulated amortization	(6.1)		(6.1)		(5.8)
Customer Relationships
Intangible Assets
Gross carrying amount, amortized intangibles	135.6		135.6		138.9
Accumulated amortization	(60.2)		(60.2)		(57.6)
Other
Intangible Assets
Gross carrying amount, amortized intangibles	2.9		2.9		2.9
Accumulated amortization	$ (2.5)		$ (2.5)		$ (2.4)

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GOODWILL AND OTHER INTANGIBLE ASSETS (Future Amortization) (Details) $ in Millions	Jun. 30, 2018 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2018	$ 8.5
2019	8.4
2020	8.3
2021	7.9
2022	$ 7.7

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GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS (Goodwill) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Goodwill
Goodwill, beginning balance	$ 236,810
Acquisitions	1,500
Foreign currency translation	(2,900)
Goodwill, ending balance	235,408
Water Systems
Goodwill
Goodwill, beginning balance	139,300
Acquisitions	0
Foreign currency translation	(2,800)
Goodwill, ending balance	136,500
Fueling Systems
Goodwill
Goodwill, beginning balance	63,600
Acquisitions	0
Foreign currency translation	(100)
Goodwill, ending balance	63,500
Distribution
Goodwill
Goodwill, beginning balance	33,900
Acquisitions	1,500
Foreign currency translation	0
Goodwill, ending balance	$ 35,400

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EMPLOYEE BENEFIT PLANS (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018 USD ($) Pension_Plan	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) Pension_Plan	Jun. 30, 2017 USD ($)
Net Periodic Benefit Cost and Other Benefit Cost
Company contributions			$ 1.1
Foreign Plan
Net Periodic Benefit Cost and Other Benefit Cost
Number of pension plans (in ones) | Pension_Plan	3		3
Domestic Pension Plans
Net Periodic Benefit Cost and Other Benefit Cost
Number of pension plans (in ones) | Pension_Plan	2		2
Pension Plan
Net Periodic Benefit Cost
Service cost	$ 0.2	$ 0.2	$ 0.4	$ 0.3
Interest cost	1.4	1.5	2.7	2.9
Expected return on assets	(2.2)	(2.3)	(4.3)	(4.5)
Amortization of prior service cost	0.0	0.0	0.0	0.0
Amortization of actuarial loss	0.8	0.7	1.5	1.3
Settlement cost	0.0	0.0	0.0	0.0
Net periodic benefit cost	0.2	0.1	0.3	0.0
Other Benefits
Net Periodic Benefit Cost
Service cost	0.0	0.0	0.0	0.0
Interest cost	0.1	0.1	0.2	0.2
Expected return on assets	0.0	0.0	0.0	0.0
Amortization of prior service cost	0.0	0.1	0.0	0.2
Amortization of actuarial loss	0.0	0.0	0.1	0.0
Settlement cost	0.0	0.0	0.0	0.0
Net periodic benefit cost	$ 0.1	$ 0.2	$ 0.3	$ 0.4

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INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Effective tax rate	18.60%		18.60%	9.20%	13.40%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent				21.00%	35.00%
Income Tax Reconciliation Deduction		$ 3.0
Valuation allowance, deferred tax asset, decrease, amount				$ (5.4)
Tax Cuts and Jobs Act Payment	$ 1.6			1.6
Tax Cuts and Jobs Act Over Payment	$ 3.0			$ 3.0

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DEBT (Schedule of Debt) (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Debt Instrument
Long-term debt	$ 262,900
Capital leases	100	$ 100
Less: unamortized debt issuance costs	(300)	(300)
Total debt and capital leases	262,700	226,100
Less: current maturities	(167,803)	(100,453)
Long-term debt	94,920	125,596
Tax increment financing debt
Debt Instrument
Long-term debt	20,300	20,800
Line of Credit
Debt Instrument
Long-term debt	133,800	67,000
Foreign subsidiary debt
Debt Instrument
Long-term debt	3,800	3,500
Prudential
Debt Instrument
Long-term debt	30,000	60,000
New York Life Investors LLC
Debt Instrument
Long-term debt	$ 75,000	$ 75,000

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DEBT (Debt Payments Expected to be Paid) (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Long-term Debt, by Maturity
Debt	$ 262.9
Year 1	167.8
Year 2	1.3
Year 3	1.2
Year 4	1.3
Year 5	1.3
More than 5 years	90.0
Capital Leases Oblgations, by Maturity
Capital leases	0.1	$ 0.1
Year 1	0.0
Year 2	0.1
Year 3	0.0
Year 4	0.0
Year 5	0.0
More than 5 years	0.0
Total debt and capital leases	263.0
Year 1	167.8
Year 2	1.4
Year 3	1.2
Year 4	1.3
Year 5	1.3
More than 5 years	$ 90.0

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DEBT (Details) - USD ($)		6 Months Ended
	Oct. 28, 2016	Jun. 30, 2018	May 27, 2015	Dec. 31, 2012
Line of Credit Facility
Debt instrument covenant total leverage ratio		3.50
Debt instrument covenant total interest ratio		3.00
Cross default trigger, minimum		$ 10,000,000.0
Tax increment financing debt
Debt Instrument
Debt instrument, interest rate		3.60%
Aggregrate principal amount of debt				$ 25,000,000.0
Credit Agreement
Debt Instrument
Total borrowing capacity of facility	$ 450,000,000.0
Remaining borrowing capacity		$ 160,600,000
Line of Credit Facility
Current borrowing capacity	300,000,000.0
Increase amount available	$ 150,000,000.0
Outstanding borrowings		133,800,000
Letters of credit outstanding		5,600,000
Credit Agreement | Minimum
Line of Credit Facility
Facility fee (as a percentage)	0.10%
Credit Agreement | Maximum
Line of Credit Facility
Facility fee (as a percentage)	0.275%
Credit Agreement | LIBOR | Minimum
Debt Instrument
Debt instrument basis spread of variable rate	0.75%
Credit Agreement | LIBOR | Maximum
Debt Instrument
Debt instrument basis spread of variable rate	1.60%
Prudential
Debt Instrument
Total borrowing capacity of facility		250,000,000.0
Remaining borrowing capacity		100,000,000.0
Debt instrument, periodic payment, principal		30,000,000.0
New York Life Investors LLC
Debt Instrument
Total borrowing capacity of facility			$ 150,000,000.0
Remaining borrowing capacity		$ 75,000,000.0
New York Life Investors LLC | Senior Notes
Debt Instrument
Aggregrate principal amount of debt			$ 75,000,000.0
New York Life Investors LLC | LIBOR | Senior Notes
Debt Instrument
One-month LIBOR rate		2.10%
Debt instrument basis spread of variable rate		1.35%
B-1 Notes | Prudential | Notes Payable to Bank
Debt Instrument
Prudential Agreement, fixed interest rate		5.79%

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Numerator:
Net income attributable to Franklin Electric Co., Inc.	$ 30,497	$ 29,909	$ 51,671	$ 45,639
Less: Undistributed earnings allocated to participating securities	200	200	400	300
Less: Undistributed earnings allocated to redeemable noncontrolling interest	0	(200)	0	0
Net income available to common shareholders	$ 30,300	$ 29,900	$ 51,300	$ 45,300
Basic
Basic weighted average common shares outstanding (in shares)	46.5	46.5	46.5	46.4
Effect of dilutive securities:
Non-participating employee stock options and performance awards (in shares)	0.5	0.5	0.5	0.6
Diluted weighted average common shares outstanding (in shares)	47.0	47.0	47.0	47.0
Basic earnings per share (in dollars per share)	$ 0.65	$ 0.64	$ 1.10	$ 0.97
Diluted earnings per share (in dollars per share)	$ 0.64	$ 0.64	$ 1.09	$ 0.97
Anti-dilutive stock options (in shares)	0.2	0.4	0.2	0.3

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EQUITY ROLL FORWARD (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Increase (Decrease) in Stockholders' Equity
Equity, beginning balance			$ 702,621
Net income	$ 30,039	$ 30,244	51,254	$ 46,178
Dividends on common stock			(10,658)
Common stock issued			1,795
Common stock repurchased			(10,953)
Share-based compensation			4,769
Currency translation adjustment			(25,805)
Pension liability, net of tax			1,199
Equity, ending balance	715,024		715,024
Increase (Decrease) in Temporary Equity
Temporary equity, beginning balance			1,502
Net income			(802)
Currency translation adjustment			64
Temporary equity, ending balance	764		764
Common Stock
Increase (Decrease) in Stockholders' Equity
Equity, beginning balance			4,663
Common stock issued			9
Common stock repurchased			(27)
Share-based compensation			9
Equity, ending balance	4,654		4,654
Additional Paid in Capital
Increase (Decrease) in Stockholders' Equity
Equity, beginning balance			240,136
Common stock issued			1,786
Share-based compensation			4,760
Equity, ending balance	246,682		246,682
Retained Earnings
Increase (Decrease) in Stockholders' Equity
Equity, beginning balance			604,905
Net income			51,671
Dividends on common stock			(10,658)
Common stock repurchased			(10,926)
Equity, ending balance	634,992		634,992
Minimum Pension Liability
Increase (Decrease) in Stockholders' Equity
Equity, beginning balance			(49,364)
Pension liability, net of tax			1,199
Equity, ending balance	(48,165)		(48,165)
Cumulative Translation Adjustment
Increase (Decrease) in Stockholders' Equity
Equity, beginning balance			(99,683)
Currency translation adjustment			(25,782)
Equity, ending balance	(125,465)		(125,465)
Noncontrolling Interest
Increase (Decrease) in Stockholders' Equity
Equity, beginning balance			1,964
Net income			385
Currency translation adjustment			(23)
Equity, ending balance	$ 2,326		2,326
Total Equity
Increase (Decrease) in Stockholders' Equity
Net income			$ 52,056

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ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Equity, beginning balance			$ 702,621
Other comprehensive income	$ (32,138)	$ 6,596	(24,542)	$ 15,490
Equity, ending balance	715,024		715,024
Income tax expense related to items of other comprehensive income	176	252	353	504
Foreign Currency Translation Adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Equity, beginning balance			(99,700)	(118,400)
Other comprehensive income/(loss) before reclassifications			(25,800)	15,200
Amounts reclassified from accumulated other comprehensive income/(loss) (1)			0	0
Other comprehensive income			(25,800)	15,200
Equity, ending balance	(125,500)	(103,200)	(125,500)	(103,200)
Pension and Post-Retirement Plan Benefit Adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Equity, beginning balance			(49,300)	(51,500)
Other comprehensive income/(loss) before reclassifications			0	0
Amounts reclassified from accumulated other comprehensive income/(loss) (1)			1,200	1,000
Other comprehensive income			1,200	1,000
Equity, ending balance	(48,100)	(50,500)	(48,100)	(50,500)
AOCI Including Portion Attributable to Noncontrolling Interest
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Equity, beginning balance			(149,000)	(169,900)
Other comprehensive income/(loss) before reclassifications			(25,800)	15,200
Amounts reclassified from accumulated other comprehensive income/(loss) (1)			1,200	1,000
Other comprehensive income			(24,600)	16,200
Equity, ending balance	$ (173,600)	$ (153,700)	$ (173,600)	$ (153,700)

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SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Segment Reporting Information
Net sales	$ 343,970	$ 305,349	$ 639,600	$ 525,601
Operating income/(loss)	40,474	34,271	63,174	52,776
Total assets	1,215,746		1,215,746		$ 1,185,353
Distribution
Segment Reporting Information
Net sales
Fueling Systems
Segment Reporting Information
Net sales
Operating Segments | Water Systems
Segment Reporting Information
Net sales	210,400	198,300	402,200	365,900
Operating income/(loss)	32,300	32,800	57,500	54,200
Total assets	685,600		685,600		695,400
Operating Segments | Distribution
Segment Reporting Information
Net sales	79,500	59,100	135,700	59,100
Operating income/(loss)	4,000	3,700	3,200	3,700
Total assets	185,700		185,700		153,100
Operating Segments | Fueling Systems
Segment Reporting Information
Net sales	74,100	61,000	133,500	113,700
Operating income/(loss)	18,900	14,900	32,500	25,900
Total assets	282,800		282,800		265,700
Operating Segments | Corporate And Eliminations
Segment Reporting Information
Total assets	61,600		61,600		$ 71,200
Intersegment Sales | Distribution
Segment Reporting Information
Net sales	0	0	0	0
Intersegment Sales | Fueling Systems
Segment Reporting Information
Net sales	0	0	0	0
Corporate And Eliminations
Segment Reporting Information
Net sales	(20,000)	(13,100)	(31,800)	(13,100)
Operating income/(loss)	(14,700)	(17,100)	(30,000)	(31,000)
United States & Canada | Water Systems
Segment Reporting Information
Net sales	93,800	87,400	174,600	159,100
United States & Canada | Distribution
Segment Reporting Information
Net sales	79,500	59,100	135,700	59,100
United States & Canada | Fueling Systems
Segment Reporting Information
Net sales	38,500	36,100	71,300	65,600
United States & Canada | Intersegment Sales | Water Systems
Segment Reporting Information
Net sales	20,000	13,100	31,800	13,100
Latin America | Water Systems
Segment Reporting Information
Net sales	29,000	31,000	58,100	64,000
EMEA | Water Systems
Segment Reporting Information
Net sales	48,500	45,100	97,800	86,500
Asia Pacific | Water Systems
Segment Reporting Information
Net sales	19,100	21,700	39,900	43,200
All Other | Fueling Systems
Segment Reporting Information
Net sales	$ 35,600	$ 24,900	$ 62,200	$ 48,100

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COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	6 Months Ended
	Jun. 30, 2018 USD ($)
Commitments
Purchase obligations	$ 5.2
Changes in the Carrying Amount of the Warranty Accrual
Beginning balance	9.5
Accruals related to product warranties	5.0
Additions related to acquisitions	0.1
Reductions for payments made	(5.2)
Ending balance	$ 9.4
Minimum
Product Warranty Liability
Standard warranty obligation term (in years)	2 years
Standard installation warranty obligation term (in years)	1 year
Maximum
Product Warranty Liability
Standard warranty obligation term (in years)	5 years
Standard installation warranty obligation term (in years)	5 years

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SHARE-BASED COMPENSATION (Shares Authorized) (Details)	Jun. 30, 2018 shares
2017 Stock Plan
Share-based Compensation
Number of shares authorized	1,400,000
Non fungible share basis	1
Fungible share basis	1.5
2012 Stock Plan
Share-based Compensation
Number of shares authorized	2,400,000
2012 Stock Plan | Stock Options
Share-based Compensation
Number of shares authorized	1,680,000
2012 Stock Plan | Stock and Stock Unit Awards
Share-based Compensation
Number of shares authorized	720,000
2009 Stock Plan
Share-based Compensation
Number of shares authorized	4,400,000
2009 Stock Plan | Stock Options
Share-based Compensation
Number of shares authorized	3,200,000
2009 Stock Plan | Stock Awards
Share-based Compensation
Number of shares authorized	1,200,000

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SHARE-BASED COMPENSATION (Valuation Assumptions Used) (Details) - Stock Options	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate	2.69%	1.89%
Dividend yield	1.05%	0.94%
Volatility factor	28.71%	31.19%
Expected term	5 years 7 months 6 days	5 years 6 months

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SHARE-BASED COMPENSATION (Stock Option Activity) (Details) - Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Share-based Compensation
Total unrecognized compensation cost related to nonvested share-based compensation	$ 2,300
Total unrecognized compensation cost, recognized over a weighted-average period	2 years 9 months 21 days
Intrinsic value of options exercised	$ 2,000	$ 1,600
Stock Option Plans Activity and Related Information, Shares
Outstanding beginning of period, shares	1,388
Granted, shares	251
Exercised, shares	(86)
Forfeited, shares	(3)
Outstanding end of period, shares	1,550
Expected to vest after applying forfeiture rate, shares	1,522
Vested and exercisable end of period, shares	1,009
Stock Option Plans Activity and Related Information, Weighted Average Exercise Price
Outstanding beginning of period, weighted-average exercise price	$ 28.79
Granted, weighted-average exercise price	40.26
Exercised, weighted-average exercise price	20.88
Forfeited, weighted-average exercise price	37.21
Outstanding end of period, weighted-average exercise price	27.26
Expected to vest after applying forfeiture rate, weighted-average exercise price	30.92
Vested and exercisable end of period, weighted-average exercise price	$ 27.26
Summary of Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value
Outstanding at end of period, weighted-average remaining contractual term	5 years 10 months 2 days
Outstanding at end of period, aggregate intrinsic value	$ 21,753
Expected to vest after applying forfeiture rate, weighted-average remaining contractual term	5 years 9 months 10 days
Expected to vest after applying forfeiture rate, aggregate intrinsic value	$ 21,588
Vested and exercisable end of period, weighted-average remaining contractual term	4 years 3 months 10 days
Vested and exercisable end of period, aggregate intrinsic value	$ 17,999

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SHARE-BASED COMPENSATION (Stock/Stock Unit Award Activity) (Details) - Stock and Stock Unit Awards $ / shares in Units, shares in Thousands, $ in Millions	6 Months Ended
	Jun. 30, 2018 USD ($) $ / shares shares
Share-based Compensation
Total unrecognized compensation cost related to nonvested share-based compensation | $	$ 12.1
Total unrecognized compensation cost, recognized over a weighted-average period	2 years 6 months 10 days
Stock/Stock Unit Award Activity and Related Information, Shares
Non-vested at beginning of period, shares | shares	463
Awarded, shares | shares	164
Vested, shares | shares	(82)
Forfeited, shares | shares	(30)
Non-vested at end of period, shares | shares	515
Stock/Stock Unit Award Activity and Related Information, Weighted Average Grant Date Fair Value
Non-vested at beginning of period, weighted-average grant date fair value | $ / shares	$ 36.71
Awarded, weighted-average grant date fair value | $ / shares	40.48
Vested, weighted-average grant date fair value | $ / shares	40.97
Forfeited, weighted-average grant date fair value | $ / shares	36.35
Non-vested at the end of period, weighted-average grant date fair value | $ / shares	$ 37.25

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SUBSEQUENT EVENT (Details) - USD ($)	Jul. 30, 2018	Jul. 29, 2018	Jun. 30, 2018	May 27, 2015
New York Life Investors LLC
Subsequent Event [Line Items]
Total borrowing capacity of facility				$ 150,000,000.0
Remaining borrowing capacity			$ 75,000,000.0
New York Life Investors LLC | Subsequent Event [Member]
Subsequent Event [Line Items]
Total borrowing capacity of facility	$ 200,000,000.0	$ 150,000,000.0
Prudential
Subsequent Event [Line Items]
Total borrowing capacity of facility			250,000,000.0
Remaining borrowing capacity			$ 100,000,000.0
Prudential | Subsequent Event [Member]
Subsequent Event [Line Items]
Remaining borrowing capacity	$ 150,000,000.0	$ 100,000,000.0