Ohio
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34-1482024
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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5960 Heisley Road,
Mentor, Ohio
(Address of principal executive offices)
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44060-1834
(Zip Code)
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440-354-2600
(Registrant’s telephone number
including area code)
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Title of each class
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Name of Exchange on Which Registered
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Common Shares, without par value
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New York Stock Exchange
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Large Accelerated Filer
x
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Accelerated Filer
o
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Non-Accelerated Filer
o
(Do not check if a smaller reporting company)
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Smaller Reporting Company
o
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Page
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Part I
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Part II
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Item 5
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Item 6
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Item 7
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General Overview and
Executive Summary
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Part III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Part IV
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Item 15
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ITEM 1.
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BUSINESS
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•
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Steam, vaporized hydrogen peroxide and ethylene oxide (“EO”) sterilizers, as well as liquid chemical sterilant processing systems, that allow Customers to meet rigorous standards and regulations and assist in the safe and effective re-use of medical equipment and devices.
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•
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Automated washer/disinfector systems that clean and disinfect a wide range of items from rolling instrument carts and other large healthcare equipment to small surgical instruments.
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•
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General and specialty surgical tables, surgical and examination lights, equipment management systems, operating room storage cabinets, warming cabinets, scrub sinks, and other complementary products and accessories for use in hospitals and other ambulatory surgery sites.
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•
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Gastrointestinal endoscopy accessories for a variety of GI procedure areas including bleed management and procedure irrigation, foreign body retrieval, polypectomy, and tissue acquisition.
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•
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Connectivity solutions such as operating room (“OR”) integration, OR and sterile processing department ("SPD") workflow, patient tracking and instrument management that allow for high quality transfer of information and images throughout the hospital and between hospitals throughout the world. These solutions aid in improving the productivity and quality of Customers' inpatient and outpatient surgical departments and sterile processing functions.
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•
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Cleaning chemistries and sterility assurance products used in instrument cleaning and decontamination systems.
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•
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Cleansing products, including hard surface disinfectants and skin care and hand hygiene solutions, for use by care-givers and patients throughout healthcare institutions.
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•
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Formulated cleaning chemistries that are used to prevent biological and chemical contamination and to monitor sterilization and decontamination processes, including products used to clean components used in manufacturing, decontaminate systems, and disinfect or sterilize hard surfaces.
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•
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Vaporized Hydrogen Peroxide (“VHP”
®
) generators used to decontaminate many high value spaces, from small isolators to large pharmaceutical processing and laboratory animal rooms.
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•
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High-purity water equipment, which generates water for injection and pure steam.
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•
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Sterilizers used in the manufacture of pharmaceuticals and biopharmaceuticals as well as sterilizers for equipment and instruments used in research studies, mitigating the risk of contamination.
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•
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Washer/disinfectors that decontaminate various large and small components in pharmaceutical and industrial manufacturing processes and in research labs, such as glassware, vessels, equipment parts, drums, hoses, and animal cages.
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Name
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Age
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Position
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William L. Aamoth
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59
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Vice President and Corporate Treasurer
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Dr. Peter A. Burke
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64
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Senior Vice President and Chief Technology Officer
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Timothy L. Chapman
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51
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Senior Vice President and Group President, Healthcare
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Suzanne V. Forsythe
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59
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Vice President-Human Resources
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David A. Johnson
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51
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Senior Vice President, Global Operations and Quality
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Mark D. McGinley
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56
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Senior Vice President, General Counsel, and Secretary
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Robert E. Moss
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68
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Senior Vice President and Group President, STERIS Isomedix Services and Life Sciences
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Walter M Rosebrough, Jr.
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59
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President and Chief Executive Officer
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Michael J. Tokich
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44
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Senior Vice President and Chief Financial Officer
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ITEM 1A.
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RISK FACTORS
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•
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explosions, fires, earthquakes, inclement weather, and other disasters;
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•
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utility or other mechanical failures;
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•
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unscheduled downtime;
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•
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labor difficulties;
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•
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inability to obtain or maintain any required licenses or permits;
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•
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disruption of communications;
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•
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data security, preservation and redundancy disruptions;
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•
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inability to hire or retain key management or employees;
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•
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disruption of supply or distribution; and
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•
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regulation of the safety, security or other aspects of our operations.
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•
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risks associated with foreign currency exchange rate fluctuations;
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•
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difficulties in enforcing agreements and collecting receivables through some foreign legal systems;
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•
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enhanced credit risks in certain European countries as well as emerging market regions;
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•
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foreign Customers with longer payment cycles than Customers in the United States;
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•
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tax rates in certain foreign countries that exceed those in the United States, and foreign earnings subject to withholding tax requirements;
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•
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tax laws that restrict our ability to use tax credits, offset gains, or repatriate funds;
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•
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tariffs, exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country;
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•
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general economic and political conditions in countries where we operate or where end users of our products are situated;
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•
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difficulties associated with managing a large organization spread throughout various countries;
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•
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difficulties in enforcing intellectual property rights or weaker intellectual property right protections in some countries; and
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•
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difficulties associated with compliance with a variety of laws and regulations governing international trade, including the Foreign Corrupt Practices Act.
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•
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redesign, re-label, restrict, or recall products;
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•
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cease manufacturing and selling products;
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•
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seizure of product inventory;
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comply with a court injunction restricting or prohibiting further marketing and sale of products or services;
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•
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comply with a consent decree, which could result in further regulatory constraints;
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dedication of significant internal and external resources and costs to respond to and comply with legal and regulatory issues and constraints;
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•
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respond to claims, litigation, and other proceedings brought by Customers, users, governmental agencies, and others;
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•
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disruption of product improvements and product launches;
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•
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discontinuation of certain product lines or services; or
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•
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other restrictions or limitations on product sales, use or operation, or other activities or business practices.
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•
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delays in realizing the benefits of the transactions;
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diversion of management's time and attention from other business concerns;
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difficulties in retaining key employees, Customers, or suppliers of the acquired or divested businesses;
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•
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difficulties in maintaining uniform standards, controls, procedures and policies, or other integration or divestiture difficulties;
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•
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adverse effects on existing business relationships with suppliers or Customers;
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•
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other events contributing to difficulties in generating future cash flows;
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risks associated with the assumption of contingent or other liabilities of acquisition targets or retention of liabilities for divested businesses; and
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•
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difficulties in obtaining financing.
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Quarters Ended
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March 31
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December 31
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September 30
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June 30
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||||||||
Fiscal 2013
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||||||||
High
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$
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41.76
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$
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37.18
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$
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36.33
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$
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31.83
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Low
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34.80
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32.23
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29.91
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28.77
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Fiscal 2012
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High
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$
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32.38
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$
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32.68
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$
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36.76
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$
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36.57
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Low
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27.70
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27.08
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27.66
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33.14
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(a)
Total Number of
Shares Purchased
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(b)
Average Price Paid
Per Share
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(c)
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
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(2)
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(d)
Maximum Dollar Value of
Shares that May Yet Be
Purchased Under the
Plans at Period End
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January 1-31
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—
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$
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—
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—
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$
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111,630
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February 1-28
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—
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—
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—
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111,630
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March 1-31
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—
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—
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—
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111,630
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Total
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—
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(1)
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$
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—
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(1)
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—
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$
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111,630
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(1)
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Does not include 76 shares purchased during the quarter at an average price of $38.55 per share by the STERIS Corporation 401(k) Plan on behalf of certain executive officers of the Company who may be deemed to be affiliated purchasers.
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(2)
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On March 14, 2008 we announced that, the Board of Directors had authorized the repurchase of up to $300.0 million of our common shares. As of
March 31, 2013
,
$111.6 million
remained authorized for repurchase of our common shares under the current share repurchase authorization. This authorization does not have a stated maturity date. We provide information about our full year fiscal
2013
share repurchase activity in note 14 to our consolidated financial statements titled, “Repurchases of Common Shares.”
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Years Ended March 31,
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||||||||||||||||||
(in thousands, except per share data)
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2013(1)(2)
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2012(1)(2)
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2011(1)(2)
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2010(1)
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2009(1)
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||||||||||
Statements of Income Data:
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||||||||||
Revenues
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$
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1,501,902
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$
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1,406,810
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$
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1,207,448
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$
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1,257,733
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$
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1,298,525
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Gross profit
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621,263
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568,465
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446,162
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539,181
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526,742
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Restructuring expenses
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(565
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)
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644
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1,202
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4,848
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3,554
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|||||
Income from continuing operations
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242,829
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222,316
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85,212
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203,712
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175,445
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|||||
Income taxes
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67,121
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74,993
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22,554
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63,349
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55,800
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|||||
Net income
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$
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159,977
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$
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136,115
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$
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51,265
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$
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128,467
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$
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110,685
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Basic income per common share:
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||||||||||
Net income
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$
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2.74
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$
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2.33
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$
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0.86
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$
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2.18
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$
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1.88
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Shares used in computing net income per common share – basic
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58,305
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58,367
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59,306
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58,826
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58,778
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|||||
Diluted income per common share:
|
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||||||||||
Net income
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$
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2.72
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$
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2.31
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$
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0.85
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$
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2.16
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|
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$
|
1.86
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Shares used in computing net income per common share – diluted
|
58,844
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|
|
58,963
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|
60,148
|
|
|
59,423
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|
|
59,448
|
|
|||||
Dividends per common share
|
$
|
0.74
|
|
|
$
|
0.66
|
|
|
$
|
0.56
|
|
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$
|
2.44
|
|
|
$
|
0.30
|
|
Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
395,103
|
|
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$
|
373,488
|
|
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$
|
361,060
|
|
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$
|
379,328
|
|
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$
|
351,104
|
|
Total assets
|
1,761,109
|
|
|
1,405,696
|
|
|
1,426,685
|
|
|
1,238,402
|
|
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1,216,939
|
|
|||||
Long-term indebtedness
|
492,290
|
|
|
210,000
|
|
|
210,000
|
|
|
210,000
|
|
|
210,000
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|
|||||
Total liabilities
|
814,129
|
|
|
583,032
|
|
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638,020
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483,908
|
|
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498,774
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|
|||||
Total shareholders’ equity
|
944,942
|
|
|
821,401
|
|
|
787,569
|
|
|
753,714
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|
|
717,736
|
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(1)
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See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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(2)
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Presented amounts include the impact of the SYSTEM 1 Rebate Program and the SYSTEM 1 class action settlement.
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
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what factors affect our business;
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•
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what our earnings and costs were;
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•
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why those earnings and costs were different from the year before;
|
•
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where our earnings came from;
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•
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how this affects our overall financial condition;
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•
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what our expenditures for capital projects were; and
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•
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where cash will come from to fund future debt principal repayments, growth outside of core operations, repurchase common shares, pay cash dividends and fund future working capital needs.
|
•
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Backlog
– We define backlog as the amount of unfilled capital equipment purchase orders at a point in time. We use this figure as a measure to assist in the projection of short-term financial results and inventory requirements.
|
•
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Debt-to-total capital
– We define debt-to-total capital as total debt divided by the sum of total debt and shareholders’ equity. We use this figure as a financial liquidity measure to gauge our ability to borrow and fund growth.
|
•
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Net debt-to-total capital
– We define net debt-to-total capital as total debt less cash (“net debt”) divided by the sum of net debt and shareholders’ equity. We also use this figure as a financial liquidity measure to gauge our ability to borrow and fund growth.
|
•
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Days sales outstanding (“DSO”)
– We define DSO as the average collection period for accounts receivable. It is calculated as net accounts receivable divided by the trailing four quarters’ revenues, multiplied by 365 days. We use this figure to help gauge the quality of accounts receivable and expected time to collect.
|
•
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Revenues
– Our revenues are presented net of sales returns and allowances.
|
•
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Product Revenues
– We define product revenues as revenues generated from sales of consumable and capital equipment products.
|
•
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Service Revenues
– We define service revenues as revenues generated from parts and labor associated with the maintenance, repair, and installation of our capital equipment, instrument repair services, and revenues generated from contract sterilization offered through our Isomedix segment.
|
•
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Capital Revenues
– We define capital revenues as revenues generated from sales of capital equipment, which includes steam sterilizers, low temperature liquid chemical sterilant processing systems, including SYSTEM 1 and 1E, washing systems, VHP
®
technology, water stills, and pure steam generators; surgical lights and tables; and integrated OR.
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•
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Consumable Revenues
– We define consumable revenues as revenues generated from sales of the consumable family of products, which includes SYSTEM 1 and 1E consumables, V-Pro consumables, gastrointestinal endoscopy accessories, sterility assurance products, skin care products, cleaning consumables, and surgical instruments.
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•
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Recurring Revenues
– We define recurring revenues as revenues generated from sales of consumable products and service revenues.
|
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Years Ended March 31,
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||||||||||
(dollars in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash flows provided by operating activities
|
$
|
227,815
|
|
|
$
|
149,372
|
|
|
$
|
117,744
|
|
Purchases of property, plant, equipment and intangibles, net
|
(87,412
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)
|
|
(66,682
|
)
|
|
(77,442
|
)
|
|||
Proceeds from the sale of property, plant, equipment and intangibles
|
34
|
|
|
42
|
|
|
1,301
|
|
|||
Free cash flow
|
$
|
140,437
|
|
|
$
|
82,732
|
|
|
$
|
41,603
|
|
|
Years Ended March 31,
|
||||||||
(dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Reported revenues
|
$
|
1,501,902
|
|
$
|
1,406,810
|
|
$
|
1,207,448
|
|
Impact of the SYSTEM 1 Rebate Program
|
(22,367
|
)
|
(15,306
|
)
|
102,313
|
|
|||
Adjusted revenues
|
$
|
1,479,535
|
|
$
|
1,391,504
|
|
$
|
1,309,761
|
|
|
|
|
|
||||||
Reported capital equipment revenues
|
$
|
613,378
|
|
$
|
626,959
|
|
$
|
433,944
|
|
Impact of the SYSTEM 1 Rebate Program
|
(22,367
|
)
|
(15,306
|
)
|
102,313
|
|
|||
Adjusted capital equipment revenues
|
$
|
591,011
|
|
$
|
611,653
|
|
$
|
536,257
|
|
|
|
|
|
||||||
Reported United States revenues
|
$
|
1,141,633
|
|
$
|
1,057,460
|
|
$
|
882,281
|
|
Impact of the SYSTEM 1 Rebate Program
|
(22,367
|
)
|
(15,306
|
)
|
102,313
|
|
|||
Adjusted United States Revenues
|
$
|
1,119,266
|
|
$
|
1,042,154
|
|
$
|
984,594
|
|
|
|
|
|
Reported Healthcare revenues
|
$
|
1,074,790
|
|
$
|
1,013,102
|
|
$
|
835,832
|
|
Impact of the SYSTEM 1 Rebate Program
|
(22,367
|
)
|
(15,306
|
)
|
102,313
|
|
|||
Adjusted Healthcare revenues
|
$
|
1,052,423
|
|
$
|
997,796
|
|
$
|
938,145
|
|
|
|
|
|
||||||
Healthcare capital revenues
|
$
|
521,806
|
|
$
|
545,596
|
|
$
|
357,465
|
|
Impact of SYSTEM 1 Rebate Program
|
(22,367
|
)
|
(15,306
|
)
|
102,313
|
|
|||
Adjusted Healthcare capital revenues
|
$
|
499,439
|
|
$
|
530,290
|
|
$
|
459,778
|
|
|
|
|
|
||||||
Reported gross profit
|
$
|
621,263
|
|
$
|
568,465
|
|
$
|
446,162
|
|
Impact of the SYSTEM 1 Rebate Program
|
(23,640
|
)
|
(17,403
|
)
|
110,004
|
|
|||
Adjusted gross profit
|
$
|
597,623
|
|
$
|
551,062
|
|
$
|
556,166
|
|
|
|
|
|
||||||
Reported gross profit percentage
|
41.4
|
%
|
40.4
|
%
|
37.0
|
%
|
|||
Impact of the SYSTEM 1 Rebate Program
|
(1.0
|
)%
|
(0.8
|
)%
|
5.5
|
%
|
|||
Adjusted gross profit percentage
|
40.4
|
%
|
39.6
|
%
|
42.5
|
%
|
|||
|
|
|
|
||||||
Reported operating income
|
$
|
242,829
|
|
$
|
222,316
|
|
$
|
85,212
|
|
Impact of the SYSTEM 1 Rebate Program and class action settlement
|
(40,422
|
)
|
(17,403
|
)
|
129,800
|
|
|||
Adjusted operating income
|
$
|
202,407
|
|
$
|
204,913
|
|
$
|
215,012
|
|
|
|
|
|
||||||
Reported Healthcare operating income
|
$
|
153,343
|
|
$
|
141,742
|
|
$
|
21,317
|
|
Impact of the SYSTEM 1 Rebate Program and class action settlement
|
(40,422
|
)
|
(17,403
|
)
|
129,800
|
|
|||
Adjusted Healthcare operating income
|
$
|
112,921
|
|
$
|
124,339
|
|
$
|
151,117
|
|
|
|
|
|
||||||
Reported income tax expense
|
$
|
67,121
|
|
$
|
74,993
|
|
$
|
22,554
|
|
Impact of the SYSTEM 1 Rebate Program and class action settlement
|
(15,765
|
)
|
(6,780
|
)
|
50,183
|
|
|||
Adjusted income tax expense
|
$
|
51,356
|
|
$
|
68,213
|
|
$
|
72,737
|
|
|
|
|
|
||||||
Reported selling, general and administrative
|
$
|
337,694
|
|
$
|
309,552
|
|
$
|
325,468
|
|
Impact of the SYSTEM 1 class action settlement
|
16,782
|
|
—
|
|
(19,800
|
)
|
|||
Adjusted selling, general and administrative
|
$
|
354,476
|
|
$
|
309,552
|
|
$
|
305,668
|
|
|
|
|
|
||||||
Reported effective income tax rate
|
29.6
|
%
|
35.5
|
%
|
30.6
|
%
|
|||
Impact of the SYSTEM 1 Rebate Program and class action settlement
|
(2.1
|
)%
|
(0.3
|
)%
|
5.1
|
%
|
|||
Adjusted effective income tax rate
|
27.5
|
%
|
35.2
|
%
|
35.7
|
%
|
|
Years Ended March 31,
|
|
|
|
Percent
|
|||||||||
(dollars in thousands)
|
2013
|
|
2012
|
|
Change
|
|
Change
|
|||||||
Total revenues
|
$
|
1,501,902
|
|
|
$
|
1,406,810
|
|
|
$
|
95,092
|
|
|
6.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Revenues by type:
|
|
|
|
|
|
|
|
|||||||
Capital equipment revenues
|
613,378
|
|
|
626,959
|
|
|
(13,581
|
)
|
|
(2.2
|
)%
|
|||
Consumable revenues
|
353,984
|
|
|
301,171
|
|
|
52,813
|
|
|
17.5
|
%
|
|||
Service revenues
|
534,540
|
|
|
478,680
|
|
|
55,860
|
|
|
11.7
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Revenues by geography:
|
|
|
|
|
|
|
|
|||||||
United States revenues
|
1,141,633
|
|
|
1,057,460
|
|
|
84,173
|
|
|
8.0
|
%
|
|||
International revenues
|
360,269
|
|
|
349,350
|
|
|
10,919
|
|
|
3.1
|
%
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
2013
|
|
2012
|
|
||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Product
|
$
|
416,463
|
|
|
$
|
376,134
|
|
|
$
|
40,329
|
|
|
10.7
|
%
|
Service
|
204,800
|
|
|
192,331
|
|
|
12,469
|
|
|
6.5
|
%
|
|||
Total gross profit
|
$
|
621,263
|
|
|
$
|
568,465
|
|
|
$
|
52,798
|
|
|
9.3
|
%
|
Gross profit percentage:
|
|
|
|
|
|
|
|
|||||||
Product
|
43.1
|
%
|
|
40.5
|
%
|
|
|
|
|
|||||
Service
|
38.3
|
%
|
|
40.2
|
%
|
|
|
|
|
|||||
Total gross profit percentage
|
41.4
|
%
|
|
40.4
|
%
|
|
|
|
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
Selling, general, and administrative
|
|
$
|
337,694
|
|
|
$
|
309,552
|
|
|
$
|
28,142
|
|
|
9.1
|
%
|
Research and development
|
|
41,305
|
|
|
35,953
|
|
|
5,352
|
|
|
14.9
|
%
|
|||
Restructuring expenses
|
|
(565
|
)
|
|
644
|
|
|
(1,209
|
)
|
|
NM
|
|
|||
Total operating expenses
|
|
$
|
378,434
|
|
|
$
|
346,149
|
|
|
$
|
32,285
|
|
|
9.3
|
%
|
|
Year Ended March 31, 2013
|
||
(dollars in thousands)
|
Fiscal 2010
Restructuring
Plan
|
||
Severance and other compensation related costs
|
$
|
(918
|
)
|
Lease termination obligation and other
|
353
|
|
|
Total restructuring charges
|
$
|
(565
|
)
|
|
Year Ended March 31, 2012
|
||||||||
(dollars in thousands)
|
Fiscal 2010
Restructuring
Plan
|
Fiscal 2008
Restructuring
Plan
|
Total
|
||||||
Severance and other compensation related costs
|
$
|
(776
|
)
|
$
|
—
|
|
$
|
(776
|
)
|
Product rationalization
|
335
|
|
—
|
|
335
|
|
|||
Asset impairment and accelerated depreciation
|
1,103
|
|
—
|
|
1,103
|
|
|||
Lease termination obligation and other
|
143
|
|
(152
|
)
|
(9
|
)
|
|||
Total restructuring charges
|
$
|
805
|
|
$
|
(152
|
)
|
$
|
653
|
|
|
|
Fiscal 2010 Restructuring Plan
|
||||||||||||||
|
|
|
|
Fiscal 2013
|
|
|
||||||||||
(dollars in thousands)
|
|
March 31,
2012 |
|
Provision (1)
|
|
Payments/
Impairments (2)
|
|
March 31,
2013 |
||||||||
Severance and termination benefits
|
|
$
|
659
|
|
|
$
|
(918
|
)
|
|
$
|
730
|
|
|
$
|
471
|
|
Lease termination obligations
|
|
947
|
|
|
—
|
|
|
(791
|
)
|
|
156
|
|
||||
Other
|
|
76
|
|
|
353
|
|
|
(429
|
)
|
|
—
|
|
||||
Total
|
|
$
|
1,682
|
|
|
$
|
(565
|
)
|
|
$
|
(490
|
)
|
|
$
|
627
|
|
|
|
Fiscal 2010 Restructuring Plan
|
||||||||||||||
|
|
|
|
Fiscal 2012
|
|
|
||||||||||
(dollars in thousands)
|
|
March 31,
2011 |
|
Provision (1)
|
|
Payments/
Impairments (2)
|
|
March 31,
2012 |
||||||||
Severance and termination benefits
|
|
$
|
1,993
|
|
|
$
|
(776
|
)
|
|
$
|
(558
|
)
|
|
$
|
659
|
|
Product rationalization
|
|
—
|
|
|
335
|
|
|
(335
|
)
|
|
—
|
|
||||
Asset impairments and accelerated depreciation
|
|
—
|
|
|
1,103
|
|
|
(1,103
|
)
|
|
—
|
|
||||
Lease termination obligations
|
|
1,790
|
|
|
139
|
|
|
(982
|
)
|
|
947
|
|
||||
Other
|
|
193
|
|
|
4
|
|
|
(121
|
)
|
|
76
|
|
||||
Total
|
|
$
|
3,976
|
|
|
$
|
805
|
|
|
$
|
(3,099
|
)
|
|
$
|
1,682
|
|
|
|
Years Ended March 31,
|
|
|
||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
Change
|
||||||
Non-operating expenses, net:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
$
|
15,675
|
|
|
$
|
12,065
|
|
|
$
|
3,610
|
|
Interest income and miscellaneous expense
|
|
56
|
|
|
(857
|
)
|
|
913
|
|
|||
Non-operating expenses, net
|
|
$
|
15,731
|
|
|
$
|
11,208
|
|
|
$
|
4,523
|
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
|||||||||
Income tax expense
|
|
$
|
67,121
|
|
|
$
|
74,993
|
|
|
$
|
(7,872
|
)
|
|
(10.5)%
|
Effective income tax rate
|
|
29.6
|
%
|
|
35.5
|
%
|
|
|
|
|
(dollars in thousands)
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
2013
|
|
2012
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Healthcare
|
|
$
|
1,074,790
|
|
|
$
|
1,013,102
|
|
|
$
|
61,688
|
|
|
6.1
|
%
|
Life Sciences
|
|
244,421
|
|
|
226,658
|
|
|
17,763
|
|
|
7.8
|
%
|
|||
Isomedix
|
|
179,550
|
|
|
164,257
|
|
|
15,293
|
|
|
9.3
|
%
|
|||
Total reportable segments
|
|
1,498,761
|
|
|
1,404,017
|
|
|
94,744
|
|
|
6.7
|
%
|
|||
Corporate and other
|
|
3,141
|
|
|
2,793
|
|
|
348
|
|
|
12.5
|
%
|
|||
Total Revenues
|
|
$
|
1,501,902
|
|
|
$
|
1,406,810
|
|
|
$
|
95,092
|
|
|
6.8
|
%
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
||||||||||
Operating Income (loss):
|
|
|
|
|
|
|
|
|
|||||||
Healthcare
|
|
$
|
153,343
|
|
|
$
|
141,742
|
|
|
$
|
11,601
|
|
|
8.2
|
%
|
Life Sciences
|
|
47,453
|
|
|
41,633
|
|
|
5,820
|
|
|
14.0
|
%
|
|||
Isomedix
|
|
51,455
|
|
|
47,596
|
|
|
3,859
|
|
|
8.1
|
%
|
|||
Total reportable segments
|
|
252,251
|
|
|
230,971
|
|
|
21,280
|
|
|
9.2
|
%
|
|||
Corporate and other
|
|
(9,422
|
)
|
|
(8,655
|
)
|
|
(767
|
)
|
|
8.9
|
%
|
|||
Total Operating Income (loss)
|
|
$
|
242,829
|
|
|
$
|
222,316
|
|
|
$
|
20,513
|
|
|
9.2
|
%
|
|
Years Ended March 31,
|
|
|
|
|
|||||||||
(dollars in thousands)
|
2012
|
|
2011
|
|
Change
|
|
Percent Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
$
|
1,406,810
|
|
|
$
|
1,207,448
|
|
|
$
|
199,362
|
|
|
16.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Revenues by type:
|
|
|
|
|
|
|
|
|||||||
Capital revenues
|
626,959
|
|
|
433,944
|
|
|
193,015
|
|
|
44.5
|
%
|
|||
Consumable revenues
|
301,171
|
|
|
309,894
|
|
|
(8,723
|
)
|
|
(2.8
|
)%
|
|||
Service revenues
|
478,680
|
|
|
463,610
|
|
|
15,070
|
|
|
3.3
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Revenues by geography:
|
|
|
|
|
|
|
|
|||||||
United States revenues
|
1,057,460
|
|
|
882,281
|
|
|
175,179
|
|
|
19.9
|
%
|
|||
International revenues
|
349,350
|
|
|
325,167
|
|
|
24,183
|
|
|
7.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
2012
|
|
2011
|
|
|
|||||||||
Gross Profit:
|
|
|
|
|
|
|
|
|||||||
Product
|
$
|
376,134
|
|
|
$
|
249,374
|
|
|
$
|
126,760
|
|
|
50.8
|
%
|
Service
|
192,331
|
|
|
196,788
|
|
|
(4,457
|
)
|
|
(2.3
|
)%
|
|||
Total Gross Profit
|
$
|
568,465
|
|
|
$
|
446,162
|
|
|
$
|
122,303
|
|
|
27.4
|
%
|
Gross Profit Percentage:
|
|
|
|
|
|
|
|
|||||||
Product
|
40.5
|
%
|
|
33.5
|
%
|
|
|
|
|
|||||
Service
|
40.2
|
%
|
|
42.4
|
%
|
|
|
|
|
|||||
Total Gross Profit Percentage
|
40.4
|
%
|
|
37.0
|
%
|
|
|
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
2012
|
|
2011
|
|
|
|||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|||||||
Selling, general, and administrative
|
$
|
309,552
|
|
|
$
|
325,468
|
|
|
$
|
(15,916
|
)
|
|
(4.9
|
)%
|
Research and development
|
35,953
|
|
|
34,280
|
|
|
1,673
|
|
|
4.9
|
%
|
|||
Restructuring expenses
|
644
|
|
|
1,202
|
|
|
(558
|
)
|
|
(46.4
|
)%
|
|||
Total Operating Expenses
|
$
|
346,149
|
|
|
$
|
360,950
|
|
|
$
|
(14,801
|
)
|
|
(4.1
|
)%
|
|
Year Ended March 31, 2012
|
||||||||||
(dollars in thousands)
|
Fiscal 2010
Restructuring
Plan
|
|
Fiscal 2008
Restructuring
Plan
|
|
Total
|
||||||
Severance and other compensation related costs
|
$
|
(776
|
)
|
|
$
|
—
|
|
|
$
|
(776
|
)
|
Product rationalization
|
335
|
|
|
—
|
|
|
335
|
|
|||
Asset impairment and accelerated depreciation
|
1,103
|
|
|
—
|
|
|
1,103
|
|
|||
Lease termination obligation and other
|
143
|
|
|
(152
|
)
|
|
(9
|
)
|
|||
Total restructuring charges
|
$
|
805
|
|
|
$
|
(152
|
)
|
|
$
|
653
|
|
|
Year Ended March 31, 2011
|
||||||||||
(dollars in thousands)
|
Fiscal 2010
Restructuring
Plan(1)
|
|
Fiscal 2008
Restructuring
Plan
|
|
Total
|
||||||
Severance and other compensation related costs
|
$
|
454
|
|
|
$
|
—
|
|
|
$
|
454
|
|
Asset impairment and accelerated depreciation
|
559
|
|
|
(289
|
)
|
|
270
|
|
|||
Lease termination costs
|
595
|
|
|
—
|
|
|
595
|
|
|||
Other
|
33
|
|
|
—
|
|
|
33
|
|
|||
Total Restructuring Charges
|
$
|
1,641
|
|
|
$
|
(289
|
)
|
|
$
|
1,352
|
|
(1)
|
Includes $0.2 million in charges recorded in cost of revenues on the Consolidated Statements of Income.
|
|
Fiscal 2010 Restructuring Plan
|
||||||||||||||
|
|
|
Fiscal 2012
|
|
|
||||||||||
(dollars in thousands)
|
March 31,
2011 |
|
Provision
|
|
Payments/
Impairments
|
|
March 31,
2012 |
||||||||
Severance and other compensation related costs
|
$
|
1,993
|
|
|
$
|
(776
|
)
|
|
$
|
(558
|
)
|
|
$
|
659
|
|
Product rationalization
|
—
|
|
|
335
|
|
|
(335
|
)
|
|
—
|
|
||||
Asset impairments
|
—
|
|
|
1,103
|
|
|
(1,103
|
)
|
|
—
|
|
||||
Lease termination obligations
|
1,790
|
|
|
139
|
|
|
(982
|
)
|
|
947
|
|
||||
Other
|
193
|
|
|
4
|
|
|
(121
|
)
|
|
76
|
|
||||
Total
|
$
|
3,976
|
|
|
$
|
805
|
|
|
$
|
(3,099
|
)
|
|
$
|
1,682
|
|
|
Fiscal 2010 Restructuring Plan
|
||||||||||||||
|
|
|
Fiscal 2011
|
|
|
||||||||||
(dollars in thousands)
|
March 31,
2010 |
|
Provision
|
|
Payments/
Impairments
|
|
March 31,
2011 |
||||||||
Severance and other compensation related costs
|
$
|
1,894
|
|
|
$
|
454
|
|
|
$
|
(355
|
)
|
|
$
|
1,993
|
|
Asset impairments
|
—
|
|
|
559
|
|
|
(559
|
)
|
|
—
|
|
||||
Lease termination obligations
|
1,200
|
|
|
595
|
|
|
(5
|
)
|
|
1,790
|
|
||||
Other
|
509
|
|
|
33
|
|
|
(349
|
)
|
|
193
|
|
||||
Total
|
$
|
3,603
|
|
|
$
|
1,641
|
|
|
$
|
(1,268
|
)
|
|
$
|
3,976
|
|
|
Fiscal 2008 Restructuring Plan
|
||||||||||||||
|
|
|
Fiscal 2011
|
|
|
||||||||||
(dollars in thousands)
|
March 31,
2010 |
|
Provision
|
|
Payments/
Impairments
|
|
March 31,
2011 |
||||||||
Severance and other compensation related costs
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
(102
|
)
|
|
$
|
—
|
|
Asset impairments
|
289
|
|
|
(289
|
)
|
|
—
|
|
|
—
|
|
||||
Lease termination obligations
|
411
|
|
|
—
|
|
|
(254
|
)
|
|
157
|
|
||||
Total
|
$
|
802
|
|
|
$
|
(289
|
)
|
|
$
|
(356
|
)
|
|
$
|
157
|
|
|
Years Ended March 31,
|
|
|
||||||||
(dollars in thousands)
|
2012
|
|
2011
|
|
Change
|
||||||
Non-Operating Expenses:
|
|
|
|
|
|
||||||
Interest expense
|
$
|
12,065
|
|
|
$
|
12,000
|
|
|
$
|
65
|
|
Interest and miscellaneous income
|
(857
|
)
|
|
(607
|
)
|
|
(250
|
)
|
|||
Non-Operating Expenses, Net
|
$
|
11,208
|
|
|
$
|
11,393
|
|
|
$
|
(185
|
)
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
2012
|
|
2011
|
|
||||||||||
Income tax expense
|
$
|
74,993
|
|
|
$
|
22,554
|
|
|
$
|
52,439
|
|
|
232.5
|
%
|
Effective income tax rate
|
35.5
|
%
|
|
30.6
|
%
|
|
|
|
|
|
|
Years Ended March 31,
|
||||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
159,977
|
|
|
$
|
136,115
|
|
|
$
|
51,265
|
|
Non-cash items
|
|
97,877
|
|
|
88,854
|
|
|
31,433
|
|
|||
Change in Accrued SYSTEM 1 Rebate Program and class action settlement
|
|
(68,812
|
)
|
|
(58,618
|
)
|
|
127,683
|
|
|||
Changes in operating assets and liabilities
|
|
38,773
|
|
|
(16,979
|
)
|
|
(92,637
|
)
|
|||
Net cash provided by operating activities
|
|
$
|
227,815
|
|
|
$
|
149,372
|
|
|
$
|
117,744
|
|
Investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property, plant, equipment, and intangibles, net
|
|
$
|
(87,412
|
)
|
|
$
|
(66,682
|
)
|
|
$
|
(77,442
|
)
|
Proceeds from the sale of property, plant, equipment, and intangibles
|
|
34
|
|
|
42
|
|
|
1,301
|
|
|||
Equity Investments
|
|
—
|
|
|
—
|
|
|
(16,900
|
)
|
|||
Investments in businesses, net of cash acquired
|
|
(399,676
|
)
|
|
(34,635
|
)
|
|
(4,000
|
)
|
|||
Net cash used in investing activities
|
|
$
|
(487,054
|
)
|
|
$
|
(101,275
|
)
|
|
$
|
(97,041
|
)
|
Financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from the issuance of long-term obligations
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Proceeds under credit facilities, net
|
|
82,290
|
|
|
—
|
|
|
—
|
|
|||
Repurchases of common shares
|
|
(8,002
|
)
|
|
(56,751
|
)
|
|
(29,965
|
)
|
|||
Deferred financing fees and debt issuance costs
|
|
(1,924
|
)
|
|
—
|
|
|
—
|
|
|||
Cash dividends paid to common shareholders
|
|
(43,195
|
)
|
|
(38,560
|
)
|
|
(33,228
|
)
|
|||
Stock option and other equity transactions, net
|
|
23,019
|
|
|
5,723
|
|
|
12,730
|
|
|||
Tax benefit from stock options exercised
|
|
2,058
|
|
|
1,514
|
|
|
2,525
|
|
|||
Net cash provided by (used in ) in financing activities
|
|
$
|
254,246
|
|
|
$
|
(88,074
|
)
|
|
$
|
(47,938
|
)
|
Debt-to-total capital ratio
|
|
34.3
|
%
|
|
20.4
|
%
|
|
21.1
|
%
|
|||
Free cash flow
|
|
$
|
140,437
|
|
|
$
|
82,732
|
|
|
$
|
41,603
|
|
•
|
Net cash provided by operating activities increased 52.5% in fiscal
2013
compared to fiscal
2012
. The increase is attributable to lower accounts receivable and inventory levels, and the cash benefit from a tax deduction related to the closure of our Swiss manufacturing operations.
|
•
|
Net cash provided by operating activities increased 26.9% in fiscal
2012
compared to fiscal
2011
. The operating cash flow increase resulted primarily from higher net earnings adjusted for non-cash items (deprecation, depletion, and amortization, share-based compensation, deferred income taxes, the adjustment to the accrual for the SYSTEM 1 Rebate Program, and other non-cash items) and a lower use of cash to fund operating asset and liability changes. These increases in cash were partially offset by the use of cash to fund settlements of liabilities arising from the SYSTEM 1 Rebate Program and class action settlement.
|
•
|
Purchases of property, plant, equipment, and intangibles, net
– Capital expenditures totaled
$87.4 million
during fiscal
2013
,
$66.7 million
during fiscal
2012
and
$77.4 million
during fiscal
2011
. Fiscal
2013
capital expenditures were higher than fiscal 2012 and fiscal 2011 as a result of investments in our manufacturing centers and higher purchases of radioisotope (cobalt-60). Fiscal 2012 capital expenditures were lower than fiscal
2011
as consolidation projects in the United States and Europe were completed. Fiscal 2011 capital expenditures include higher radioisotope purchases, the purchase of two previously leased Isomedix facilities totaling $8.4 million, and capital costs associated with the consolidation projects in the United States and Europe.
|
•
|
Proceeds from the sale of property, plant, equipment, and intangibles
– Fiscal
2013
,
2012
and
2011
proceeds relate to minor disposals.
|
•
|
Equity investments
– During fiscal
2011
, we invested $16.9 million in VTS Medical Systems, LLC ("VTS") designed to bring the latest high-definition video, touch-screen integration, and communication technology into hospital operating rooms.
|
•
|
Investments in business, net of cash acquired
– During fiscal
2013
, we used
$399.7 million
of cash for the acquisitions of US Endoscopy, Spectrum, TRE and the remaining VTS interests not already owned by us. For more information on these acquisitions refer to note 4 to our consolidated financial statements titled, "Business Acquisitions". During fiscal
2012
, we used $34.6 million of cash to acquire two businesses. We acquired the stock of a privately held company with operations located near Sao Paulo, Brazil which designs and manufactures small, medium, and large sterilizers used by public hospitals, clinics, dental offices and industrial companies (e.g., research laboratories and pharmaceutical research and production companies). We also acquired the stock of a privately held company with lab operations in Minneapolis, Minnesota which provides validation services to our Customers and is a natural extension of our Isomedix segment. During fiscal
2011
, we used $4.0 million of cash to acquire a company which provides management technology solutions designed to improve a hospital's perioperative process.
|
•
|
Proceeds from the issuance of long-term obligations
– During fiscal year
2013
we issued $200 million of senior notes in a private placement, which are long-term obligations. We provide additional information about our debt structure in note 7 to our consolidated financial statements titled, “Debt,” and in this section of the MD&A titled, “Liquidity and Capital Resources” in the subsection titled, “Sources of Credit.”
|
•
|
Proceeds under credit facility, net
– At the end of fiscal
2013
,
$82.3 million
of debt, was outstanding under our revolving credit facility.
|
•
|
Repurchases of common shares
– During fiscal
2013
, we paid for the repurchase of
204,349
commons shares at an average purchase price of
$33.42
and obtained common shares in connection with our stock-based compensation award programs in the amount
$1.2 million
. During fiscal
2012
, we paid for the repurchase of 1,851,510 common shares at an average purchase price of $30.21 and obtained common shares in connection with our stock-based compensation award programs in the amount of $0.8 million. During fiscal
2011
, we paid for the repurchase of 925,848 common shares at an average purchase price of $31.82 and obtained common shares in connection with our stock-based compensation award programs in the amount of $0.5 million. We provide additional information about our common share repurchases in note 14 to our consolidated financial statements titled, “Repurchases of Common Shares.”
|
•
|
Cash dividends paid to common shareholders
– During fiscal
2013
, we paid cash dividends totaling
$43.2 million
or
$0.74
per outstanding common share. During fiscal
2012
, we paid cash dividends totaling $38.6 million or $0.66 per outstanding common share. During fiscal
2011
, we paid cash dividends totaling $33.2 million, or $0.56 per outstanding common share.
|
•
|
Stock option and other equity transactions, net
– We receive cash for issuing common shares under our various employee stock option programs. During fiscal
2013
, fiscal
2012
and fiscal
2011
, we received cash proceeds totaling
$23.0 million
$5.7 million
, and
$12.7 million
, respectively, under these programs.
|
•
|
Tax benefit from stock options exercised
– For the years ended March 31,
2013
,
2012
and
2011
, our income taxes were reduced by
$2.1 million
,
$1.5 million
, and
$2.5 million
, respectively, as a result of deductions allowed for stock options exercised.
|
(dollars in thousands)
|
Maximum
Amounts
Available
|
|
Reductions in
Available Credit
Facility for Other
Financial Instruments
|
|
March 31, 2013 Amounts
Outstanding
|
|
March 31, 2013
Amounts
Available
|
||||||||
Sources of Credit
|
|
|
|
|
|
|
|
||||||||
Private placement
|
$
|
410,000
|
|
|
$
|
—
|
|
|
$
|
410,000
|
|
|
$
|
—
|
|
Credit facility(1)
|
400,000
|
|
|
—
|
|
|
82,290
|
|
|
317,710
|
|
||||
Total Sources of Credit
|
810,000
|
|
|
$
|
—
|
|
|
$
|
492,290
|
|
|
$
|
317,710
|
|
(1)
|
Our revolving credit facility contains a sub-limit that reduces the maximum amount available to us for borrowings by letters of credit outstanding.
|
•
|
In December 2003, we issued $100.0 million of senior notes, of which $60.0 million are still outstanding, to certain institutional investors in a private placement that was not required to be registered with the SEC. The agreements related to these notes require us to maintain certain financial covenants, including limitations on debt and a minimum consolidated net worth requirement. Of the $60.0 million in outstanding notes, $40.0 million have a maturity of 10 years at an annual interest rate of 5.25%, and the remaining $20.0 million have a maturity of 12 years at an annual interest rate of 5.38%.
|
•
|
On August 15, 2008, we issued $150.0 million in senior notes to certain institutional investors in a private placement that was not required to be registered with the SEC. We have used and will use the proceeds for general corporate purposes, including repayment of debt, capital expenditures, acquisitions, dividends, and share repurchases. The agreements related to these notes require us to maintain certain financial covenants, including limitations on debt and a minimum consolidated net worth requirement. Of the $150.0 million in outstanding notes, $30.0 million have a maturity of five years at an annual interest rate of 5.63%, another $85.0 million have a maturity of 10 years at an annual interest rate of 6.33%, and the remaining $35.0 million have a maturity of 12 years at an annual interest rate of 6.43%.
|
•
|
In December 2012, we issued
$100.0 million
in senior notes to certain institutional investors in a private placement that was not required to be registered with the SEC. Of the
$100.0 million
of notes,
$47.5 million
have a maturity of
10
years at an annual interest rate of
3.20%
, an additional
$40.0 million
have a maturity of
12
years at an annual interest rate of
3.35%
, and the remaining
$12.5 million
have a maturity of
15
years at an annual interest rate of
3.55%
. These borrowings were used primarily for the repayment of existing credit facility debt. The agreements related to these notes contain a financial covenant, including limitations on debt.
|
•
|
In February 2013, we issued
$100.0 million
of senior notes to certain institutional investors in a private placement that was not required to be registered with the SEC. Of the
$100.0 million
of notes,
$47.5 million
have a maturity of
nine
years and
10
months at an annual interest rate of
3.20%
, an additional
$40.0 million
have a maturity of
11
years and
10
months at an annual interest rate of
3.35%
, and the remaining
$12.5 million
have a maturity of
14
years and
10
months at an annual interest rate of
3.55%
. These borrowings were used primarily for the repayment of existing credit facility debt. The agreements related to these notes contain a financial covenant, including limitations on debt.
|
•
|
On April 13, 2012 we signed a Third Amended and Restated Credit Agreement (the "Credit Agreement") with KeyBank National Association, as administrative agent (“Agent”) for the lenders from time to time party thereto ("Lenders") and such Lenders. The Credit Agreement amended, restated and replaced our previous credit agreement. The Credit Agreement initially provided a $300.0 million credit facility and was amended in October 2012, to increase the credit facility to $400.0 million (which may be increased by up to an additional $100.0 million in specified circumstances, and subject to certain Lender consent requirements) for borrowings and letters of credit, and will mature April 13, 2017. The aggregate unpaid principal amount of all borrowings, to the extent not previously repaid, is repayable on that date. Borrowings also are repayable at such other earlier times as may be required under or permitted by the terms of the Credit Agreement. Borrowings bear interest at floating rates based upon the Base Rate (as defined) or fixed rates based upon the Eurodollar Rate or Alternate Currency Rate (as defined), plus the Applicable Margin (as defined) in effect from time to time under the Credit Agreement based upon the Company's Leverage Ratio (as defined). Interest on floating rate loans is payable quarterly in arrears and interest on fixed rate loans is payable at the end of the relevant interest period therefor, but in no event less frequently than every three months. The Credit Agreement also requires the payment of a facility fee on the total facility commitment amount, which fee is determined based on the Company's Leverage Ratio. There is no premium or penalty for prepayment of floating rate loans but prepayments of fixed rate loans may be subject to a prepayment fee. The Credit Agreement also permits the Company to make short term "Swing Loan" borrowings from the Agent in an aggregate amount not to exceed $35.0 million outstanding at any time. Swing Loans bear interest at the Agent's cost of funds plus the applicable margin in effect from time to time. The Credit Agreement requires the Company to maintain compliance with certain financial covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio. The Company's obligations under the Credit Agreement are unsecured but guaranteed by its material domestic subsidiaries.
|
|
Payments due by March 31,
|
|
|
||||||||||||||||||||
(in thousands)
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018 and
thereafter
|
|
Total
|
||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt
|
$
|
70,000
|
|
|
$
|
—
|
|
|
$
|
20,000
|
|
|
$
|
—
|
|
|
$
|
402,290
|
|
|
$
|
492,290
|
|
Operating leases
|
14,621
|
|
|
12,802
|
|
|
8,934
|
|
|
4,803
|
|
|
4,018
|
|
|
45,178
|
|
||||||
Purchase obligations
|
15,403
|
|
|
11,246
|
|
|
11,598
|
|
|
11,950
|
|
|
9,161
|
|
|
59,358
|
|
||||||
Contributions to defined benefit pension plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments under defined benefit plans
|
4,101
|
|
|
4,017
|
|
|
3,943
|
|
|
3,858
|
|
|
21,126
|
|
|
37,045
|
|
||||||
Trust assets available for benefit payments under defined benefit plans
|
(4,101
|
)
|
|
(4,017
|
)
|
|
(3,943
|
)
|
|
(3,858
|
)
|
|
(21,126
|
)
|
|
(37,045
|
)
|
||||||
Benefit payments under other post-retirement welfare benefit plans
|
3,271
|
|
|
3,043
|
|
|
2,840
|
|
|
2,467
|
|
|
9,699
|
|
|
21,320
|
|
||||||
Unrecognized tax benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
||||||
Other obligations
|
299
|
|
|
165
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|
631
|
|
||||||
Total Contractual Obligations
|
$
|
103,594
|
|
|
$
|
27,256
|
|
|
$
|
43,539
|
|
|
$
|
19,220
|
|
|
$
|
425,168
|
|
|
$
|
618,895
|
|
|
Amount of Commitment Expiring March 31,
|
|
|
||||||||||||||||||||
(in thousands)
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018 and
thereafter
|
|
Totals
|
||||||||||||
Commercial Commitments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Performance and surety bonds
|
$
|
32,104
|
|
|
$
|
6,187
|
|
|
$
|
67
|
|
|
$
|
35
|
|
|
$
|
1,450
|
|
|
$
|
39,843
|
|
Letters of credit as security for self-insured risk retention policies
|
5,961
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,961
|
|
||||||
Total Commercial Commitments
|
$
|
38,065
|
|
|
$
|
6,187
|
|
|
$
|
67
|
|
|
$
|
35
|
|
|
$
|
1,450
|
|
|
$
|
45,804
|
|
|
U.S. Defined Benefit Pension Plan
|
|
Other Post-
Retirement Plan
|
||
Funding Status
|
Funded
|
|
Unfunded
|
||
Assumptions used to determine March 31, 2013
|
|
|
|
||
benefit obligations:
|
|
|
|
||
Discount rate
|
3.50
|
%
|
|
3.00
|
%
|
Assumptions used to determine fiscal 2013
|
|
|
|
||
net periodic benefit costs:
|
|
|
|
||
Discount rate
|
4.25
|
%
|
|
3.75
|
%
|
Expected return on plan assets
|
8.00
|
%
|
|
n/a
|
|
|
100 Basis Point
|
||||||
(dollars in thousands)
|
Increase
|
|
Decrease
|
||||
Effect on total service and interest cost components
|
$
|
6
|
|
|
$
|
(6
|
)
|
Effect on postretirement benefit obligation
|
152
|
|
|
(145
|
)
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
Page
|
|
||
|
Consolidated Financial Statements:
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
Financial Statement Schedule:
|
|
|
March 31,
|
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
142,008
|
|
|
$
|
150,821
|
|
Accounts receivable (net of allowances of $10,043 and $11,428, respectively)
|
|
275,937
|
|
|
280,324
|
|
||
Inventories, net
|
|
144,443
|
|
|
157,712
|
|
||
Deferred income taxes, net
|
|
21,195
|
|
|
43,211
|
|
||
Prepaid expenses and other current assets
|
|
30,357
|
|
|
19,815
|
|
||
Total current assets
|
|
613,940
|
|
|
651,883
|
|
||
Property, plant, and equipment, net
|
|
431,952
|
|
|
386,409
|
|
||
Goodwill and intangibles, net
|
|
704,424
|
|
|
337,784
|
|
||
Other assets
|
|
10,793
|
|
|
29,620
|
|
||
Total assets
|
|
$
|
1,761,109
|
|
|
$
|
1,405,696
|
|
Liabilities and equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
79,374
|
|
|
$
|
83,188
|
|
Accrued payroll and other related liabilities
|
|
54,316
|
|
|
29,899
|
|
||
Accrued SYSTEM 1 Rebate Program and class action settlement
|
|
253
|
|
|
69,065
|
|
||
Accrued expenses and other
|
|
84,894
|
|
|
96,243
|
|
||
Total current liabilities
|
|
218,837
|
|
|
278,395
|
|
||
Long-term indebtedness
|
|
492,290
|
|
|
210,000
|
|
||
Deferred income taxes, net
|
|
44,924
|
|
|
42,703
|
|
||
Other liabilities
|
|
58,078
|
|
|
51,934
|
|
||
Total liabilities
|
|
$
|
814,129
|
|
|
$
|
583,032
|
|
Commitments and contingencies (see note 11)
|
|
|
|
|
||||
Serial preferred shares, without par value; 3,000 shares authorized; no shares issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common shares, without par value; 300,000 shares authorized; 70,040 shares issued; 58,759 and 57,733 shares outstanding, respectively
|
|
239,648
|
|
|
244,091
|
|
||
Common shares held in treasury, 11,281 and 12,307 shares, respectively
|
|
(321,801
|
)
|
|
(350,718
|
)
|
||
Retained earnings
|
|
1,031,183
|
|
|
914,401
|
|
||
Accumulated other comprehensive income
|
|
(4,088
|
)
|
|
13,627
|
|
||
Total shareholders’ equity
|
|
944,942
|
|
|
821,401
|
|
||
Noncontrolling interest
|
|
2,038
|
|
|
1,263
|
|
||
Total equity
|
|
946,980
|
|
|
822,664
|
|
||
Total liabilities and equity
|
|
$
|
1,761,109
|
|
|
$
|
1,405,696
|
|
Years Ended March 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
967,362
|
|
|
$
|
928,129
|
|
|
$
|
743,838
|
|
Service
|
|
534,540
|
|
|
478,681
|
|
|
463,610
|
|
|||
Total revenues
|
|
1,501,902
|
|
|
1,406,810
|
|
|
1,207,448
|
|
|||
Cost of revenues:
|
|
|
|
|
|
|
||||||
Product
|
|
550,899
|
|
|
551,995
|
|
|
494,463
|
|
|||
Service
|
|
329,740
|
|
|
286,350
|
|
|
266,823
|
|
|||
Total cost of revenues
|
|
880,639
|
|
|
838,345
|
|
|
761,286
|
|
|||
Gross profit
|
|
621,263
|
|
|
568,465
|
|
|
446,162
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general, and administrative
|
|
337,694
|
|
|
309,552
|
|
|
325,468
|
|
|||
Research and development
|
|
41,305
|
|
|
35,953
|
|
|
34,280
|
|
|||
Restructuring expenses
|
|
(565
|
)
|
|
644
|
|
|
1,202
|
|
|||
Total operating expenses
|
|
378,434
|
|
|
346,149
|
|
|
360,950
|
|
|||
Income from operations
|
|
242,829
|
|
|
222,316
|
|
|
85,212
|
|
|||
Non-operating expenses, net:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
15,675
|
|
|
12,065
|
|
|
12,000
|
|
|||
Interest income and miscellaneous expense
|
|
56
|
|
|
(857
|
)
|
|
(607
|
)
|
|||
Total non-operating expenses, net
|
|
15,731
|
|
|
11,208
|
|
|
11,393
|
|
|||
Income before income tax expense
|
|
227,098
|
|
|
211,108
|
|
|
73,819
|
|
|||
Income tax expense
|
|
67,121
|
|
|
74,993
|
|
|
22,554
|
|
|||
Net income
|
|
$
|
159,977
|
|
|
$
|
136,115
|
|
|
$
|
51,265
|
|
Net income per common share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.74
|
|
|
$
|
2.33
|
|
|
$
|
0.86
|
|
Diluted
|
|
$
|
2.72
|
|
|
$
|
2.31
|
|
|
$
|
0.85
|
|
Cash dividends declared per common share outstanding
|
|
$
|
0.74
|
|
|
$
|
0.66
|
|
|
$
|
0.56
|
|
Years Ended March 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
|
$
|
159,977
|
|
|
$
|
136,115
|
|
|
51,265
|
|
|
Unrealized gain on available for sale securities
|
|
112
|
|
|
70
|
|
|
192
|
|
|||
Amortization of pension and postretirement benefit plans costs, net of taxes of $2,706, $4,102 and $1,473, respectively)
|
|
(4,082
|
)
|
|
(7,279
|
)
|
|
(1,024
|
)
|
|||
Change in cumulative foreign currency translation adjustment
|
|
(13,745
|
)
|
|
(14,352
|
)
|
|
23,029
|
|
|||
Total other comprehensive income (loss)
|
|
(17,715
|
)
|
|
(21,561
|
)
|
|
22,197
|
|
|||
Comprehensive income
|
|
$
|
142,262
|
|
|
$
|
114,554
|
|
|
$
|
73,462
|
|
Years Ended March 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
159,977
|
|
|
$
|
136,115
|
|
|
$
|
51,265
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, depletion, and amortization
|
|
69,035
|
|
|
62,906
|
|
|
54,389
|
|
|||
Deferred income taxes
|
|
23,751
|
|
|
22,093
|
|
|
(43,071
|
)
|
|||
Share-based compensation expense
|
|
8,917
|
|
|
7,858
|
|
|
10,186
|
|
|||
Loss on the disposal of property, plant, equipment, and intangibles, net
|
|
294
|
|
|
664
|
|
|
1,800
|
|
|||
Other items
|
|
(4,120
|
)
|
|
(4,667
|
)
|
|
8,129
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
21,866
|
|
|
(6,517
|
)
|
|
(54,517
|
)
|
|||
Inventories, net
|
|
28,015
|
|
|
11,833
|
|
|
(42,233
|
)
|
|||
Other current assets
|
|
(8,889
|
)
|
|
385
|
|
|
2,227
|
|
|||
Accounts payable
|
|
(12,536
|
)
|
|
(9,120
|
)
|
|
23,714
|
|
|||
Accrued SYSTEM 1 Rebate Program and class action settlement
|
|
(68,812
|
)
|
|
(58,618
|
)
|
|
127,683
|
|
|||
Accruals and other, net
|
|
10,317
|
|
|
(13,560
|
)
|
|
(21,828
|
)
|
|||
Net cash provided by operating activities
|
|
227,815
|
|
|
149,372
|
|
|
117,744
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property, plant, equipment, and intangibles, net
|
|
(87,412
|
)
|
|
(66,682
|
)
|
|
(77,442
|
)
|
|||
Proceeds from the sale of property, plant, equipment, and intangibles
|
|
34
|
|
|
42
|
|
|
1,301
|
|
|||
Equity Investments
|
|
—
|
|
|
—
|
|
|
(16,900
|
)
|
|||
Acquisition of business, net of cash acquired
|
|
(399,676
|
)
|
|
(34,635
|
)
|
|
(4,000
|
)
|
|||
Net cash used in investing activities
|
|
(487,054
|
)
|
|
(101,275
|
)
|
|
(97,041
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from the issuance of long-term obligations
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds under credit facilities, net
|
|
82,290
|
|
|
—
|
|
|
—
|
|
|||
Deferred financing fees and debt issuance costs
|
|
(1,924
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchases of common shares
|
|
(8,002
|
)
|
|
(56,751
|
)
|
|
(29,965
|
)
|
|||
Cash dividends paid to common shareholders
|
|
(43,195
|
)
|
|
(38,560
|
)
|
|
(33,228
|
)
|
|||
Stock option and other equity transactions, net
|
|
23,019
|
|
|
5,723
|
|
|
12,730
|
|
|||
Tax benefit from stock options exercised
|
|
2,058
|
|
|
1,514
|
|
|
2,525
|
|
|||
Net cash provided by (used in) financing activities
|
|
254,246
|
|
|
(88,074
|
)
|
|
(47,938
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(3,820
|
)
|
|
(2,218
|
)
|
|
5,280
|
|
|||
Decrease in cash and cash equivalents
|
|
(8,813
|
)
|
|
(42,195
|
)
|
|
(21,955
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
150,821
|
|
|
193,016
|
|
|
214,971
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
142,008
|
|
|
$
|
150,821
|
|
|
$
|
193,016
|
|
|
Common Shares
|
|
Treasury Shares
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-controlling
Interest
|
|
Total
Equity
|
||||||||||||||||||
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at March 31, 2010
|
59,227
|
|
|
$
|
237,165
|
|
|
10,813
|
|
|
$
|
(295,251
|
)
|
|
$
|
798,809
|
|
|
$
|
12,991
|
|
|
$
|
780
|
|
|
$
|
754,494
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,265
|
|
|
—
|
|
|
—
|
|
|
51,265
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,197
|
|
|
—
|
|
|
22,197
|
|
||||||
Repurchases of common shares
|
(952
|
)
|
|
—
|
|
|
952
|
|
|
(29,965
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,965
|
)
|
||||||
Equity compensation programs
|
847
|
|
|
1,653
|
|
|
(847
|
)
|
|
19,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,061
|
|
||||||
Tax benefit of stock options exercised
|
—
|
|
|
2,525
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,525
|
|
||||||
Cash dividends – $.56 per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,228
|
)
|
|
—
|
|
|
—
|
|
|
(33,228
|
)
|
||||||
Change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|
316
|
|
||||||
Balance at March 31, 2011
|
59,122
|
|
|
$
|
241,343
|
|
|
10,918
|
|
|
$
|
(305,808
|
)
|
|
$
|
816,846
|
|
|
$
|
35,188
|
|
|
$
|
1,096
|
|
|
$
|
788,665
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136,115
|
|
|
—
|
|
|
—
|
|
|
136,115
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,561
|
)
|
|
—
|
|
|
(21,561
|
)
|
||||||
Repurchases of common shares
|
(1,887
|
)
|
|
—
|
|
|
1,887
|
|
|
(56,751
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,751
|
)
|
||||||
Equity compensation programs
|
498
|
|
|
1,234
|
|
|
(498
|
)
|
|
11,841
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,075
|
|
||||||
Tax benefit of stock options exercised
|
—
|
|
|
1,514
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,514
|
|
||||||
Cash dividends – $0.66 per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,560
|
)
|
|
—
|
|
|
—
|
|
|
(38,560
|
)
|
||||||
Change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
167
|
|
||||||
Balance at March 31, 2012
|
57,733
|
|
|
$
|
244,091
|
|
|
12,307
|
|
|
$
|
(350,718
|
)
|
|
$
|
914,401
|
|
|
$
|
13,627
|
|
|
$
|
1,263
|
|
|
$
|
822,664
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159,977
|
|
|
—
|
|
|
—
|
|
|
159,977
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,715
|
)
|
|
—
|
|
|
(17,715
|
)
|
||||||
Repurchases of common shares
|
(257
|
)
|
|
—
|
|
|
257
|
|
|
(8,002
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,002
|
)
|
||||||
Equity compensation programs
|
1,283
|
|
|
(6,501
|
)
|
|
(1,283
|
)
|
|
36,919
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,418
|
|
||||||
Tax benefit of stock options exercised
|
—
|
|
|
2,058
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,058
|
|
||||||
Cash dividends – $0.74 per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,195
|
)
|
|
—
|
|
|
—
|
|
|
(43,195
|
)
|
||||||
Change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
775
|
|
|
775
|
|
||||||
Balance at March 31, 2013
|
58,759
|
|
|
$
|
239,648
|
|
|
11,281
|
|
|
$
|
(321,801
|
)
|
|
$
|
1,031,183
|
|
|
$
|
(4,088
|
)
|
|
$
|
2,038
|
|
|
$
|
946,980
|
|
Years Ended March 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
14,115
|
|
|
$
|
12,496
|
|
|
$
|
12,496
|
|
Income taxes
|
38,475
|
|
|
52,213
|
|
|
64,372
|
|
|||
Cash received during the year for income tax refunds
|
1,096
|
|
|
408
|
|
|
3,067
|
|
Asset Type
|
Useful Life
(years)
|
|
Land improvements
|
3-40
|
|
Buildings and leasehold improvements
|
2-50
|
|
Machinery and equipment
|
2-20
|
|
Information Systems
|
2-20
|
|
Radioisotope (cobalt-60)
|
20
|
|
Year Ended March 31, 2013
|
Fiscal 2010
Restructuring
Plan
|
||
Severance and other compensation related costs
|
$
|
(918
|
)
|
Lease termination obligation and other
|
353
|
|
|
Total restructuring charges
|
$
|
(565
|
)
|
Year Ended March 31, 2012
|
Fiscal 2010
Restructuring
Plan (1)
|
Fiscal 2008
Restructuring
Plan
|
Total
|
||||||
Severance and other compensation related costs
|
$
|
(776
|
)
|
$
|
—
|
|
$
|
(776
|
)
|
Product rationalization
|
335
|
|
—
|
|
335
|
|
|||
Asset impairment and accelerated depreciation
|
1,103
|
|
—
|
|
1,103
|
|
|||
Lease termination obligation and other
|
143
|
|
(152
|
)
|
(9
|
)
|
|||
Total restructuring charges
|
$
|
805
|
|
$
|
(152
|
)
|
$
|
653
|
|
(1)
|
Includes
$9
in charges recorded in cost of revenues on Consolidated Statements of Income.
|
Year Ended March 31, 2011
|
Fiscal 2010
Restructuring
Plan (1)
|
Fiscal 2008
Restructuring
Plan
|
Total
|
||||||
Severance and other compensation related costs
|
$
|
454
|
|
$
|
—
|
|
$
|
454
|
|
Asset impairment and accelerated depreciation
|
559
|
|
(289
|
)
|
270
|
|
|||
Lease termination obligation and other
|
595
|
|
—
|
|
595
|
|
|||
Other
|
33
|
|
—
|
|
33
|
|
|||
Total restructuring charges
|
$
|
1,641
|
|
$
|
(289
|
)
|
$
|
1,352
|
|
|
|
Fiscal 2010 Restructuring Plan
|
||||||||||||||
|
|
|
|
Fiscal 2013
|
|
|
||||||||||
|
|
March 31,
2012 |
|
Provision (1)
|
|
Payments/
Impairments (2)
|
|
March 31,
2013 |
||||||||
Severance and termination benefits
|
|
$
|
659
|
|
|
$
|
(918
|
)
|
|
$
|
730
|
|
|
$
|
471
|
|
Lease termination obligations
|
|
947
|
|
|
—
|
|
|
(791
|
)
|
|
156
|
|
||||
Other
|
|
76
|
|
|
353
|
|
|
(429
|
)
|
|
—
|
|
||||
Total
|
|
$
|
1,682
|
|
|
$
|
(565
|
)
|
|
$
|
(490
|
)
|
|
$
|
627
|
|
|
|
Fiscal 2010 Restructuring Plan
|
||||||||||||||
|
|
|
|
Fiscal 2012
|
|
|
||||||||||
|
|
March 31,
2011 |
|
Provision (1)
|
|
Payments/
Impairments (2)
|
|
March 31,
2012 |
||||||||
Severance and termination benefits
|
|
$
|
1,993
|
|
|
$
|
(776
|
)
|
|
$
|
(558
|
)
|
|
$
|
659
|
|
Product rationalization
|
|
—
|
|
|
335
|
|
|
(335
|
)
|
|
—
|
|
||||
Asset impairments and accelerated depreciation
|
|
—
|
|
|
1,103
|
|
|
(1,103
|
)
|
|
—
|
|
||||
Lease termination obligations
|
|
1,790
|
|
|
139
|
|
|
(982
|
)
|
|
947
|
|
||||
Other
|
|
193
|
|
|
4
|
|
|
(121
|
)
|
|
76
|
|
||||
Total
|
|
$
|
3,976
|
|
|
$
|
805
|
|
|
$
|
(3,099
|
)
|
|
$
|
1,682
|
|
|
Healthcare
Segment
|
|
Life Sciences
Segment
|
|
STERIS
Isomedix Services
Segment
|
|
Total
|
||||||||
Balance at March 31, 2011
|
$
|
175,845
|
|
|
$
|
33,447
|
|
|
$
|
79,896
|
|
|
$
|
289,188
|
|
Goodwill acquired or allocated
|
13,971
|
|
|
—
|
|
|
2,473
|
|
|
16,444
|
|
||||
Foreign currency translation adjustments
|
(184
|
)
|
|
401
|
|
|
—
|
|
|
217
|
|
||||
Balance at March 31, 2012
|
189,632
|
|
|
33,848
|
|
|
82,369
|
|
|
305,849
|
|
||||
Goodwill acquired or allocated
|
187,937
|
|
|
—
|
|
|
666
|
|
|
188,603
|
|
||||
Foreign currency translation adjustments
|
(3,901
|
)
|
|
(1,085
|
)
|
|
—
|
|
|
(4,986
|
)
|
||||
Balance at March 31, 2013
|
$
|
373,668
|
|
|
$
|
32,763
|
|
|
$
|
83,035
|
|
|
$
|
489,466
|
|
|
March 31, 2013
|
|
March 31, 2012
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Customer relationships
|
$
|
60,759
|
|
|
$
|
21,302
|
|
|
$
|
25,595
|
|
|
$
|
19,124
|
|
Non-compete agreements
|
3,773
|
|
|
3,177
|
|
|
3,518
|
|
|
3,121
|
|
||||
Patents and technology
|
169,589
|
|
|
33,612
|
|
|
43,218
|
|
|
25,979
|
|
||||
Trademarks and tradenames
|
49,780
|
|
|
10,852
|
|
|
16,953
|
|
|
9,125
|
|
||||
Other
|
12
|
|
|
12
|
|
|
12
|
|
|
12
|
|
||||
Total
|
$
|
283,913
|
|
|
$
|
68,955
|
|
|
$
|
89,296
|
|
|
$
|
57,361
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
Estimated amortization expense
|
$
|
18,132
|
|
|
$
|
17,027
|
|
|
$
|
16,952
|
|
|
$
|
15,969
|
|
|
$
|
15,894
|
|
|
USE (1)
|
|
Spectrum/TRE (1)
|
|
VTS (1)
|
||||||
Cash
|
$
|
767
|
|
|
$
|
424
|
|
|
$
|
1,442
|
|
Accounts receivable
|
8,291
|
|
|
10,795
|
|
|
689
|
|
|||
Inventory
|
7,228
|
|
|
5,107
|
|
|
3,838
|
|
|||
Property, plant and equipment
|
12,457
|
|
|
5,091
|
|
|
1,576
|
|
|||
Other assets
|
913
|
|
|
530
|
|
|
56
|
|
|||
Intangible assets
|
144,000
|
|
|
41,600
|
|
|
6,930
|
|
|||
Goodwill
|
111,261
|
|
|
51,125
|
|
|
25,551
|
|
|||
Total Assets
|
284,917
|
|
|
114,672
|
|
|
40,082
|
|
|||
|
|
|
|
|
|
||||||
Accounts payable
|
(2,167
|
)
|
|
(5,528
|
)
|
|
(1,454
|
)
|
|||
Other Liabilities
|
(3,243
|
)
|
|
(3,088
|
)
|
|
152
|
|
|||
Total Liabilities
|
(5,410
|
)
|
|
(8,616
|
)
|
|
(1,302
|
)
|
|||
|
|
|
|
|
|
||||||
Net Assets
|
$
|
279,507
|
|
|
$
|
106,056
|
|
|
$
|
38,780
|
|
March 31,
|
|
2013
|
|
2012
|
||||
Raw materials
|
|
$
|
54,456
|
|
|
$
|
56,525
|
|
Work in process
|
|
24,300
|
|
|
25,236
|
|
||
Finished goods
|
|
96,616
|
|
|
109,422
|
|
||
LIFO reserve
|
|
(18,944
|
)
|
|
(18,158
|
)
|
||
Reserve for excess and obsolete inventory
|
|
(11,985
|
)
|
|
(15,313
|
)
|
||
Inventories, net
|
|
$
|
144,443
|
|
|
$
|
157,712
|
|
March 31,
|
|
2013
|
|
2012
|
||||
Land and land improvements (1)
|
|
$
|
36,355
|
|
|
$
|
33,099
|
|
Buildings and leasehold improvements
|
|
242,885
|
|
|
230,823
|
|
||
Machinery and equipment
|
|
331,953
|
|
|
301,665
|
|
||
Information systems
|
|
96,567
|
|
|
110,130
|
|
||
Radioisotope
|
|
237,516
|
|
|
210,899
|
|
||
Construction in progress (1)
|
|
36,032
|
|
|
22,811
|
|
||
Total property, plant, and equipment
|
|
981,308
|
|
|
909,427
|
|
||
Less: accumulated depreciation and depletion
|
|
(549,356
|
)
|
|
(523,018
|
)
|
||
Property, plant, and equipment, net
|
|
$
|
431,952
|
|
|
$
|
386,409
|
|
(1)
|
Land is not depreciated. Construction in progress is not depreciated until placed in service.
|
|
Operating
Leases
|
||
2014
|
$
|
14,621
|
|
2015
|
12,802
|
|
|
2016
|
8,934
|
|
|
2017
|
4,803
|
|
|
2018 and thereafter
|
4,018
|
|
|
Total Minimum Lease Payments
|
$
|
45,178
|
|
March 31,
|
|
2013
|
|
2012
|
||||
Private Placement
|
|
$
|
410,000
|
|
|
$
|
210,000
|
|
Credit facility
|
|
82,290
|
|
|
—
|
|
||
Total long term debt
|
|
$
|
492,290
|
|
|
$
|
210,000
|
|
2014
|
$
|
70,000
|
|
2015
|
—
|
|
|
2016
|
20,000
|
|
|
2017
|
—
|
|
|
2018 and thereafter
|
402,290
|
|
|
Total
|
$
|
492,290
|
|
March 31,
|
|
2013
|
|
2012
|
||||
Accrued payroll and other related liabilities:
|
|
|
|
|
||||
Compensation and related items
|
|
$
|
12,078
|
|
|
$
|
9,273
|
|
Accrued vacation/paid time off
|
|
6,739
|
|
|
6,583
|
|
||
Accrued bonuses
|
|
22,342
|
|
|
750
|
|
||
Accrued employee commissions
|
|
9,656
|
|
|
9,845
|
|
||
Other postretirement benefit obligations-current portion
|
|
3,271
|
|
|
3,255
|
|
||
Other employee benefit plans' obligations-current portion
|
|
230
|
|
|
193
|
|
||
Total accrued payroll and other related liabilities
|
|
$
|
54,316
|
|
|
$
|
29,899
|
|
Accrued expenses and other:
|
|
|
|
|
||||
Deferred revenues
|
|
$
|
40,422
|
|
|
$
|
51,412
|
|
Self-insured risk reserves-current portion
|
|
3,726
|
|
|
3,006
|
|
||
Accrued dealer commissions
|
|
8,545
|
|
|
9,171
|
|
||
Accrued warranty
|
|
12,734
|
|
|
11,189
|
|
||
Other
|
|
19,467
|
|
|
21,465
|
|
||
Total accrued expenses and other
|
|
$
|
84,894
|
|
|
$
|
96,243
|
|
Other liabilities:
|
|
|
|
|
||||
Self-insured risk reserves-long-term portion
|
|
$
|
11,552
|
|
|
$
|
8,786
|
|
Other postretirement benefit obligations-long-term portion
|
|
21,278
|
|
|
21,639
|
|
||
Defined benefit pension plans obligations-long-term portion
|
|
6,890
|
|
|
9,881
|
|
||
Other employee benefit plans obligations-long-term portion
|
|
5,349
|
|
|
4,486
|
|
||
Accrued long-term income taxes
|
|
9,670
|
|
|
1,925
|
|
||
Other
|
|
3,339
|
|
|
5,217
|
|
||
Total other liabilities
|
|
$
|
58,078
|
|
|
$
|
51,934
|
|
Years Ended March 31,
|
2013
|
|
2012
|
|
2011
|
||||||
United States operations
|
$
|
175,743
|
|
|
$
|
170,776
|
|
|
$
|
30,088
|
|
Non-United States operations
|
51,355
|
|
|
40,332
|
|
|
43,731
|
|
|||
|
$
|
227,098
|
|
|
$
|
211,108
|
|
|
$
|
73,819
|
|
Years Ended March 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
United States federal
|
$
|
22,259
|
|
|
$
|
33,129
|
|
|
$
|
46,036
|
|
United States state and local
|
4,893
|
|
|
4,956
|
|
|
7,726
|
|
|||
Non-United States
|
13,516
|
|
|
15,049
|
|
|
12,252
|
|
|||
|
40,668
|
|
|
53,134
|
|
|
66,014
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
United States federal
|
26,550
|
|
|
20,762
|
|
|
(36,497
|
)
|
|||
United States state and local
|
(10
|
)
|
|
3,506
|
|
|
(6,016
|
)
|
|||
Non-United States
|
(87
|
)
|
|
(2,409
|
)
|
|
(947
|
)
|
|||
|
26,453
|
|
|
21,859
|
|
|
(43,460
|
)
|
|||
Total Provision for Income Taxes
|
$
|
67,121
|
|
|
$
|
74,993
|
|
|
$
|
22,554
|
|
Years Ended March 31,
|
2013
|
|
2012
|
|
2011
|
|||
United States federal statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in accruals for uncertain tax positions
|
3.6
|
%
|
|
(0.7
|
)%
|
|
1.8
|
%
|
State and local taxes, net of federal income tax benefit
|
2.1
|
%
|
|
2.8
|
%
|
|
1.5
|
%
|
Foreign income tax credit
|
(0.5
|
)%
|
|
(0.2
|
)%
|
|
(0.6
|
)%
|
Difference in non-United States tax rates
|
(1.4
|
)%
|
|
(0.3
|
)%
|
|
(3.7
|
)%
|
U.S. manufacturing deduction
|
(1.3
|
)%
|
|
(1.6
|
)%
|
|
(4.4
|
)%
|
U.S. Tax Benefit resulting from European Restructuring
|
(7.8
|
)%
|
|
0.0
|
%
|
|
0.0
|
%
|
All other, net
|
(0.1
|
)%
|
|
0.5
|
%
|
|
1.0
|
%
|
Total Provision for Income Taxes
|
29.6
|
%
|
|
35.5
|
%
|
|
30.6
|
%
|
Years Ended March 31,
|
2013
|
|
2012
|
||||
Unrecognized Tax Benefits Balance at April 1
|
$
|
1,527
|
|
|
$
|
9,594
|
|
Increases for tax provisions of prior years
|
9,244
|
|
|
3
|
|
||
Decreases for tax provisions of prior years
|
(700
|
)
|
|
(4,488
|
)
|
||
Increases for tax provisions of current year
|
—
|
|
|
—
|
|
||
Decreases for tax provisions of current year
|
—
|
|
|
—
|
|
||
Settlements
|
(553
|
)
|
|
(3,582
|
)
|
||
Lapse of statute of limitations
|
(156
|
)
|
|
—
|
|
||
Unrecognized Tax Benefits Balance at March 31
|
$
|
9,362
|
|
|
$
|
1,527
|
|
March 31,
|
2013
|
|
2012
|
||||
Deferred Tax Assets:
|
|
|
|
||||
Post-retirement benefit accrual
|
$
|
9,556
|
|
|
$
|
9,752
|
|
Compensation
|
19,628
|
|
|
11,832
|
|
||
Net operating loss carryforwards
|
13,757
|
|
|
14,418
|
|
||
Accrued SYSTEM 1 Rebate
|
89
|
|
|
25,353
|
|
||
Accrued expenses
|
8,537
|
|
|
10,897
|
|
||
Insurance
|
3,696
|
|
|
3,363
|
|
||
Deferred income
|
8,770
|
|
|
10,600
|
|
||
Bad debt
|
1,727
|
|
|
1,962
|
|
||
Pension
|
2,807
|
|
|
2,928
|
|
||
Other
|
39
|
|
|
607
|
|
||
Deferred Tax Assets
|
68,606
|
|
|
91,712
|
|
||
Less: Valuation allowance
|
12,428
|
|
|
11,842
|
|
||
Total Deferred Tax Assets
|
56,178
|
|
|
79,870
|
|
||
Deferred Tax Liabilities:
|
|
|
|
||||
Depreciation and depletion
|
47,809
|
|
|
46,876
|
|
||
Intangibles
|
27,240
|
|
|
28,470
|
|
||
Inventory
|
1,040
|
|
|
101
|
|
||
Other
|
3,818
|
|
|
3,915
|
|
||
Total Deferred Tax Liabilities
|
79,907
|
|
|
79,362
|
|
||
Net Deferred Tax Assets (Liabilities)
|
$
|
(23,729
|
)
|
|
$
|
508
|
|
|
|
Defined Benefit Pension Plans
|
|
Other
Postretirement
Benefits Plan
|
||||||||||||||||||||
|
|
U.S. Qualified
|
|
International
|
|
|||||||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Change in Benefit Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit Obligations at Beginning of Year
|
|
$
|
51,319
|
|
|
$
|
48,560
|
|
|
$
|
5,103
|
|
|
$
|
9,777
|
|
|
$
|
24,894
|
|
|
$
|
23,800
|
|
Service cost
|
|
150
|
|
|
205
|
|
|
84
|
|
|
334
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
|
2,092
|
|
|
2,438
|
|
|
76
|
|
|
195
|
|
|
867
|
|
|
991
|
|
||||||
Actuarial loss
|
|
4,227
|
|
|
4,482
|
|
|
—
|
|
|
506
|
|
|
2,140
|
|
|
3,512
|
|
||||||
Benefits and expenses
|
|
(4,355
|
)
|
|
(4,366
|
)
|
|
—
|
|
|
20
|
|
|
(3,353
|
)
|
|
(3,409
|
)
|
||||||
Employee contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
317
|
|
|
—
|
|
|
—
|
|
||||||
Curtailments/settlements
|
|
—
|
|
|
—
|
|
|
(5,263
|
)
|
|
(6,576
|
)
|
|
—
|
|
|
—
|
|
||||||
Impact of foreign currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
530
|
|
|
—
|
|
|
—
|
|
||||||
Benefit Obligations at End of Year
|
|
53,433
|
|
|
51,319
|
|
|
—
|
|
|
5,103
|
|
|
24,548
|
|
|
24,894
|
|
||||||
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair Value of Plan Assets at Beginning of Year
|
|
42,391
|
|
|
42,023
|
|
|
4,150
|
|
|
8,308
|
|
|
—
|
|
|
—
|
|
||||||
Actual return (loss) on plan assets
|
|
3,962
|
|
|
2,566
|
|
|
—
|
|
|
(104
|
)
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
|
4,545
|
|
|
2,168
|
|
|
70
|
|
|
317
|
|
|
3,353
|
|
|
3,409
|
|
||||||
Employee contributions
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
317
|
|
|
—
|
|
|
—
|
|
||||||
Benefits and expenses paid
|
|
(4,355
|
)
|
|
(4,366
|
)
|
|
—
|
|
|
20
|
|
|
(3,353
|
)
|
|
(3,409
|
)
|
||||||
Curtailments/settlements
|
|
—
|
|
|
—
|
|
|
(4,150
|
)
|
|
(4,890
|
)
|
|
—
|
|
|
—
|
|
||||||
Impact of foreign currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
182
|
|
|
—
|
|
|
—
|
|
||||||
Fair Value of Plan Assets at End of Year
|
|
46,543
|
|
|
42,391
|
|
|
—
|
|
|
4,150
|
|
|
—
|
|
|
—
|
|
||||||
Funded Status of the Plans
|
|
$
|
(6,890
|
)
|
|
$
|
(8,928
|
)
|
|
$
|
—
|
|
|
$
|
(953
|
)
|
|
$
|
(24,548
|
)
|
|
$
|
(24,894
|
)
|
|
Pension Plans
|
|
|
|
|
|
|||||||||||||||||
|
U.S. Qualified
|
|
International
|
|
Other Post-retirement Plan
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,271
|
)
|
|
$
|
(3,255
|
)
|
Noncurrent liabilities
|
(6,890
|
)
|
|
(8,928
|
)
|
|
—
|
|
|
(953
|
)
|
|
(21,277
|
)
|
|
(21,639
|
)
|
||||||
|
$
|
(6,890
|
)
|
|
$
|
(8,928
|
)
|
|
$
|
—
|
|
|
$
|
(953
|
)
|
|
$
|
(24,548
|
)
|
|
$
|
(24,894
|
)
|
|
Pension Plans
|
|
Other Post-retirement
Benefit Plan
|
||||||||
|
U.S. Qualified
Plan
|
|
International
Plan
|
|
|||||||
Actuarial loss
|
$
|
1,458
|
|
|
$
|
—
|
|
|
$
|
891
|
|
Prior Service Cost
|
—
|
|
|
—
|
|
|
(3,263
|
)
|
|
U.S. Qualified
|
|
International
|
|
Total
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Aggregate fair value of plan assets
|
$
|
46,543
|
|
|
$
|
42,391
|
|
|
$
|
—
|
|
|
$
|
4,150
|
|
|
$
|
46,543
|
|
|
$
|
46,541
|
|
Aggregate accumulated benefit obligations
|
53,433
|
|
|
51,319
|
|
|
—
|
|
|
4,820
|
|
|
53,433
|
|
|
56,139
|
|
|
U.S. Qualified
|
|
International
|
|
Total
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Aggregate fair value of plan assets
|
$
|
46,543
|
|
|
$
|
42,391
|
|
|
$
|
—
|
|
|
$
|
4,150
|
|
|
$
|
46,543
|
|
|
$
|
46,541
|
|
Aggregate projected benefit obligations
|
53,433
|
|
|
51,319
|
|
|
—
|
|
|
5,103
|
|
|
53,433
|
|
|
56,422
|
|
|
Pension Plans
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
U.S. Qualified
|
|
International
|
|
Other Post-retirement Plan
|
||||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
Service cost
|
$
|
150
|
|
|
$
|
205
|
|
|
$
|
190
|
|
|
$
|
84
|
|
|
$
|
334
|
|
|
$
|
531
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
2,092
|
|
|
2,438
|
|
|
2,617
|
|
|
76
|
|
|
195
|
|
|
334
|
|
|
867
|
|
|
991
|
|
|
1,169
|
|
|||||||||
Expected return on plan assets
|
(3,337
|
)
|
|
(3,304
|
)
|
|
(3,033
|
)
|
|
(100
|
)
|
|
(209
|
)
|
|
(356
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Prior service cost recognition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,263
|
)
|
|
(3,263
|
)
|
|
(3,263
|
)
|
|||||||||
Net amortization and deferral
|
1,333
|
|
|
1,066
|
|
|
1,068
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
725
|
|
|
425
|
|
|
388
|
|
|||||||||
Net periodic benefit cost
|
238
|
|
|
405
|
|
|
842
|
|
|
60
|
|
|
320
|
|
|
509
|
|
|
(1,671
|
)
|
|
(1,847
|
)
|
|
(1,706
|
)
|
|||||||||
Curtailments/settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
(982
|
)
|
|
(1,384
|
)
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total benefit cost
|
$
|
238
|
|
|
$
|
405
|
|
|
$
|
842
|
|
|
$
|
(922
|
)
|
|
$
|
(1,064
|
)
|
|
$
|
414
|
|
|
$
|
(1,671
|
)
|
|
$
|
(1,847
|
)
|
|
$
|
(1,706
|
)
|
Recognized in other comprehensive (income) loss before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net loss occurring during year
|
$
|
3,602
|
|
|
$
|
5,220
|
|
|
$
|
1,393
|
|
|
$
|
—
|
|
|
$
|
818
|
|
|
$
|
(1,031
|
)
|
|
$
|
2,140
|
|
|
$
|
3,512
|
|
|
$
|
683
|
|
Amortization of prior service credit (cost)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,263
|
|
|
3,263
|
|
|
3,263
|
|
|||||||||
Amortization of net (loss) gain
|
(1,333
|
)
|
|
(1,066
|
)
|
|
(1,068
|
)
|
|
(159
|
)
|
|
87
|
|
|
95
|
|
|
(725
|
)
|
|
(425
|
)
|
|
(388
|
)
|
|||||||||
Amortization of transition asset (obligation)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total recognized in other comprehensive loss (income)
|
2,269
|
|
|
4,154
|
|
|
325
|
|
|
(159
|
)
|
|
905
|
|
|
(936
|
)
|
|
4,678
|
|
|
6,350
|
|
|
3,558
|
|
|||||||||
Total recognized in total benefits cost and other comprehensive loss (income)
|
$
|
2,507
|
|
|
$
|
4,559
|
|
|
$
|
1,167
|
|
|
$
|
(1,081
|
)
|
|
$
|
(159
|
)
|
|
$
|
(522
|
)
|
|
$
|
3,007
|
|
|
$
|
4,503
|
|
|
$
|
1,852
|
|
|
2013
|
|
2012
|
||
Discount Rate:
|
|
|
|
||
U.S. qualified pension plan
|
3.50
|
%
|
|
4.25
|
%
|
Switzerland pension plan
|
n/a
|
|
|
2.25
|
%
|
Other post-retirement plan
|
3.00
|
%
|
|
3.75
|
%
|
Rate of Compensation Increase:
|
|
|
|
||
Switzerland pension plan
|
n/a
|
|
|
2.50
|
%
|
|
2013
|
|
2012
|
|
2011
|
|||
Discount Rate:
|
|
|
|
|
|
|||
U.S. qualified pension plan
|
4.25
|
%
|
|
5.25
|
%
|
|
5.75
|
%
|
Switzerland pension plan
|
2.25
|
%
|
|
2.75
|
%
|
|
3.00
|
%
|
Other post-retirement plan
|
3.75
|
%
|
|
4.50
|
%
|
|
5.00
|
%
|
Expected Return on Plan Assets:
|
|
|
|
|
|
|||
U.S. qualified pension plan
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
Switzerland pension plan
|
3.25
|
%
|
|
3.25
|
%
|
|
4.00
|
%
|
Rate of Compensation Increase:
|
|
|
|
|
|
|||
Switzerland pension plan
|
2.50
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
|
2013
|
|
2012
|
|
2011
|
|||
Healthcare cost trend rate – medical
|
8.0
|
%
|
|
8.0
|
%
|
|
10.0
|
%
|
Healthcare cost trend rate – prescription drug
|
7.0
|
%
|
|
8.0
|
%
|
|
10.0
|
%
|
Long-term healthcare cost trend rate
|
4.5
|
%
|
|
4.5
|
%
|
|
5.0
|
%
|
|
One-Percentage
Point
|
||||||
|
Increase
|
|
Decrease
|
||||
Effect on total service and interest cost components
|
$
|
6
|
|
|
$
|
(6
|
)
|
Effect on other post-retirement benefit obligation
|
152
|
|
|
(145
|
)
|
|
Long-Term
Target
Allocation
Percentage
|
|
Percentage of Plan
Assets March 31
|
|||||
|
|
2013
|
|
2012
|
||||
U.S. Qualified Plan:
|
|
|
|
|
|
|||
Equity securities
|
60
|
%
|
|
60.9
|
%
|
|
59.3
|
%
|
Debt securities
|
40
|
%
|
|
38.4
|
%
|
|
39.9
|
%
|
Cash
|
0
|
%
|
|
0.7
|
%
|
|
0.8
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Switzerland Plan:
|
|
|
|
|
|
|||
Insurance contracts
|
100
|
%
|
|
n/a
|
|
|
100
|
%
|
Total
|
100
|
%
|
|
n/a
|
|
|
100
|
%
|
|
Fair Value Measurements at March 31, 2013
|
||||||||||||||
|
U.S. Qualified Pension Plan
|
||||||||||||||
(In thousands)
|
Total
|
|
Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and Short Term Securities
|
$
|
344
|
|
|
$
|
—
|
|
|
$
|
344
|
|
|
$
|
—
|
|
Equity Securities
|
|
|
|
|
|
|
|
||||||||
Mutual Funds
|
28,353
|
|
|
28,353
|
|
|
—
|
|
|
—
|
|
||||
Debt Securities
|
|
|
|
|
|
|
|
||||||||
Mutual Funds
|
17,846
|
|
|
17,846
|
|
|
—
|
|
|
—
|
|
||||
Total Plan Assets
|
$
|
46,543
|
|
|
$
|
46,199
|
|
|
$
|
344
|
|
|
$
|
—
|
|
|
Fair Value Measurements at March 31, 2012
|
||||||||||||||||||||||||||||||
|
U.S. Qualified Pension Plan
|
|
International Plan
|
||||||||||||||||||||||||||||
(In thousands)
|
Total
|
|
Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Total
|
|
Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
||||||||||||||||
Cash and Short Term Securities
|
$
|
353
|
|
|
$
|
—
|
|
|
$
|
353
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mutual Funds
|
25,152
|
|
|
25,152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mutual Funds
|
16,886
|
|
|
16,886
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other Investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,150
|
|
|
—
|
|
|
4,150
|
|
|
—
|
|
||||||||
Total Plan Assets
|
$
|
42,391
|
|
|
$
|
42,038
|
|
|
$
|
353
|
|
|
$
|
—
|
|
|
$
|
4,150
|
|
|
$
|
—
|
|
|
$
|
4,150
|
|
|
$
|
—
|
|
|
|
|
Other Post-Retirement Benefit Plan
|
||||||||||||
|
Defined Pension Plan
|
|
Gross
Benefit
Payments
|
|
Medicare
Reimbursement
|
|
Total
|
||||||||
2014
|
$
|
4,101
|
|
|
$
|
3,271
|
|
|
$
|
—
|
|
|
$
|
3,271
|
|
2015
|
4,017
|
|
|
3,043
|
|
|
—
|
|
|
3,043
|
|
||||
2016
|
3,943
|
|
|
2,840
|
|
|
—
|
|
|
2,840
|
|
||||
2017
|
3,858
|
|
|
2,467
|
|
|
—
|
|
|
2,467
|
|
||||
2018
|
3,758
|
|
|
2,177
|
|
|
—
|
|
|
2,177
|
|
||||
2019-2023
|
17,368
|
|
|
7,522
|
|
|
—
|
|
|
7,522
|
|
Years Ended March 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Healthcare (1)
|
$
|
1,074,790
|
|
|
$
|
1,013,102
|
|
|
$
|
835,832
|
|
Life Sciences
|
244,421
|
|
|
226,658
|
|
|
215,437
|
|
|||
Isomedix
|
179,550
|
|
|
164,257
|
|
|
152,242
|
|
|||
Total reportable segments
|
1,498,761
|
|
|
1,404,017
|
|
|
1,203,511
|
|
|||
Corporate and other
|
3,141
|
|
|
2,793
|
|
|
3,937
|
|
|||
Total revenues (1)
|
$
|
1,501,902
|
|
|
$
|
1,406,810
|
|
|
$
|
1,207,448
|
|
Operating income:
|
|
|
|
|
|
||||||
Healthcare (2)
|
$
|
153,343
|
|
|
$
|
141,742
|
|
|
$
|
21,317
|
|
Life Sciences
|
47,453
|
|
|
41,633
|
|
|
33,069
|
|
|||
Isomedix
|
51,455
|
|
|
47,596
|
|
|
39,833
|
|
|||
Total reportable segments
|
252,251
|
|
|
230,971
|
|
|
94,219
|
|
|||
Corporate and other
|
(9,422
|
)
|
|
(8,655
|
)
|
|
(9,007
|
)
|
|||
Total operating income (2)
|
$
|
242,829
|
|
|
$
|
222,316
|
|
|
$
|
85,212
|
|
March 31,
|
2013
|
|
2012
|
||||
Assets:
|
|
|
|
||||
Healthcare and Life Sciences
|
$
|
1,357,368
|
|
|
$
|
1,024,786
|
|
Isomedix
|
400,171
|
|
|
378,506
|
|
||
Total reportable segments
|
1,757,539
|
|
|
1,403,292
|
|
||
Corporate and other
|
3,570
|
|
|
2,404
|
|
||
Total assets
|
$
|
1,761,109
|
|
|
$
|
1,405,696
|
|
Years Ended March 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Capital Expenditures:
|
|
|
|
|
|
||||||
Healthcare and Life Sciences
|
$
|
44,201
|
|
|
$
|
31,713
|
|
|
$
|
36,156
|
|
Isomedix
|
43,198
|
|
|
34,943
|
|
|
41,271
|
|
|||
Total Reportable Segments
|
87,399
|
|
|
66,656
|
|
|
77,427
|
|
|||
Corporate and other
|
13
|
|
|
26
|
|
|
15
|
|
|||
Total Capital Expenditures
|
$
|
87,412
|
|
|
$
|
66,682
|
|
|
$
|
77,442
|
|
Depreciation, Depletion, and Amortization:
|
|
|
|
|
|
||||||
Healthcare and Life Sciences
|
$
|
41,622
|
|
|
$
|
37,559
|
|
|
$
|
30,188
|
|
Isomedix
|
27,396
|
|
|
25,324
|
|
|
24,183
|
|
|||
Total Reportable Segments
|
69,018
|
|
|
62,883
|
|
|
54,371
|
|
|||
Corporate and other
|
17
|
|
|
23
|
|
|
18
|
|
|||
Total Depreciation, Depletion, and Amortization
|
$
|
69,035
|
|
|
$
|
62,906
|
|
|
$
|
54,389
|
|
Years Ended March 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
1,141,633
|
|
|
$
|
1,057,461
|
|
|
$
|
882,281
|
|
International
|
360,269
|
|
|
349,349
|
|
|
325,167
|
|
|||
Total Revenues
|
$
|
1,501,902
|
|
|
$
|
1,406,810
|
|
|
$
|
1,207,448
|
|
March 31,
|
2013
|
|
2012
|
||||
Property, Plant, and Equipment, Net
|
|
|
|
||||
United States
|
$
|
377,320
|
|
|
$
|
331,590
|
|
International
|
54,632
|
|
|
54,819
|
|
||
Property, Plant, and Equipment, Net
|
$
|
431,952
|
|
|
$
|
386,409
|
|
|
Years Ended March 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Denominator (shares in thousands):
|
|
|
|
|
|
|||
Weighted average common shares outstanding—basic
|
58,305
|
|
|
58,367
|
|
|
59,306
|
|
Dilutive effect of common share equivalents
|
539
|
|
|
596
|
|
|
842
|
|
Weighted average common shares outstanding and common share equivalents—diluted
|
58,844
|
|
|
58,963
|
|
|
60,148
|
|
|
|
Years Ended March 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
(shares in thousands)
|
|
|
|
|
|||||
Number of common share options
|
|
649
|
|
|
741
|
|
|
383
|
|
|
|
Fiscal 2013
|
|
Fiscal 2012
|
|
Fiscal 2011
|
|||
Risk-free interest rate
|
|
1.21
|
%
|
|
2.41
|
%
|
|
2.68
|
%
|
Expected life of options
|
|
5.8 years
|
|
|
5.7 years
|
|
|
5.7 years
|
|
Expected dividend yield of stock
|
|
2.15
|
%
|
|
1.78
|
%
|
|
1.59
|
%
|
Expected volatility of stock
|
|
31.24
|
%
|
|
29.78
|
%
|
|
30.13
|
%
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at March 31, 2012
|
|
3,312,602
|
|
|
$
|
27.16
|
|
|
|
|
|
||
Granted
|
|
300,440
|
|
|
30.26
|
|
|
|
|
|
|||
Exercised
|
|
(945,181
|
)
|
|
24.65
|
|
|
|
|
|
|||
Forfeited
|
|
(6,758
|
)
|
|
30.85
|
|
|
|
|
|
|||
Canceled
|
|
(3,970
|
)
|
|
19.95
|
|
|
|
|
|
|||
Outstanding at March 31, 2013
|
|
2,657,133
|
|
|
$
|
28.40
|
|
|
5.46
|
|
$
|
35,088
|
|
Exercisable at March 31, 2013
|
|
1,920,940
|
|
|
$
|
27.48
|
|
|
4.48
|
|
$
|
27,149
|
|
|
|
Number of
Restricted
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Non-vested at March 31, 2012
|
|
533,027
|
|
|
$
|
32.10
|
|
Granted
|
|
338,411
|
|
|
31.62
|
|
|
Vested
|
|
(120,508
|
)
|
|
26.28
|
|
|
Canceled
|
|
(13,587
|
)
|
|
33.32
|
|
|
Non-vested at March 31, 2013
|
|
737,343
|
|
|
$
|
32.81
|
|
Years Ended March 31,
|
2013
|
2012
|
2011
|
||||||
Balance, Beginning of Year
|
$
|
11,189
|
|
$
|
7,509
|
|
$
|
6,070
|
|
Warranties issued during the period
|
16,111
|
|
19,944
|
|
11,185
|
|
|||
Settlements made during the period
|
(14,566
|
)
|
(16,264
|
)
|
(9,746
|
)
|
|||
Balance, End of Year
|
$
|
12,734
|
|
$
|
11,189
|
|
$
|
7,509
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
|
Fair Value at
|
|
Fair Value at
|
|
Fair Value at
|
|
Fair Value at
|
||||||||
Balance Sheet Location
|
|
March 31, 2013
|
|
March 31, 2012
|
|
March 31, 2013
|
|
March 31, 2012
|
||||||||
Prepaid & Other
|
|
$
|
161
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued expenses and other
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
128
|
|
|
$
|
863
|
|
|
|
Location of gain (loss) recognized in income
|
|
Amount of gain (loss)
recognized in income
|
||||||||||
Years Ended March 31,
|
||||||||||||||
2013
|
|
2012
|
|
2011
|
||||||||||
Foreign currency forward contracts
|
|
Selling, general and administrative
|
|
$
|
161
|
|
|
$
|
(1,115
|
)
|
|
$
|
1,696
|
|
Commodity swap contracts
|
|
Cost of revenues
|
|
$
|
(217
|
)
|
|
$
|
(1,544
|
)
|
|
$
|
306
|
|
|
|
|
|
Fair Value Measurements at March 31, 2013 and March 31, 2012 Using
|
|||||||||||||||||||||||
|
Carrying Value
|
|
Quoted Prices
in Active Markets
for Identical Assets
|
|
Significant Other
Observable Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||||||||||||
2013
|
2012
|
2013
|
2012
|
|
2013
|
2012
|
|
2013
|
2012
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents (1)
|
$
|
142,008
|
|
$
|
150,821
|
|
|
$
|
135,277
|
|
$
|
150,047
|
|
|
$
|
6,731
|
|
$
|
774
|
|
|
$
|
—
|
|
$
|
—
|
|
Forward and swap contracts (2)
|
161
|
|
12
|
|
|
—
|
|
—
|
|
|
161
|
|
12
|
|
|
—
|
|
—
|
|
||||||||
Investments (3)
|
3,139
|
|
3,032
|
|
|
3,139
|
|
3,032
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward and swap contracts (2)
|
$
|
128
|
|
$
|
863
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
128
|
|
$
|
863
|
|
|
$
|
—
|
|
$
|
—
|
|
Deferred compensation plans (3)
|
3,218
|
|
3,097
|
|
|
3,218
|
|
3,097
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||||
Long term debt (4)
|
492,290
|
|
210,000
|
|
|
—
|
|
—
|
|
|
531,856
|
|
243,999
|
|
|
—
|
|
—
|
|
||||||||
Contingent consideration obligations (5)
|
5,453
|
|
6,953
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
5,453
|
|
6,953
|
|
|
Contingent Consideration
|
||
Balance at March 31, 2011
|
$
|
4,984
|
|
Additions
|
4,484
|
|
|
(Gains) Losses
|
(2,454
|
)
|
|
Foreign currency translation adjustments (1)
|
(61
|
)
|
|
Balance at March 31, 2012
|
$
|
6,953
|
|
Additions
|
1,412
|
|
|
(Gains) Losses
|
(2,452
|
)
|
|
Foreign currency translation adjustments (1)
|
(460
|
)
|
|
Balance at March 31, 2013
|
$
|
5,453
|
|
|
Year Ended March 31,
|
||||||||
|
2013
|
2012
|
2011
|
||||||
Cumulative foreign currency translation adjustment
|
$
|
810
|
|
$
|
14,555
|
|
$
|
28,907
|
|
Amortization of pension and postretirement benefit plans costs, net of taxes
|
(5,184
|
)
|
(1,102
|
)
|
6,177
|
|
|||
Unrealized gain (loss) on available for sale securities
|
286
|
|
174
|
|
104
|
|
|||
Total
|
$
|
(4,088
|
)
|
$
|
13,627
|
|
$
|
35,188
|
|
Quarters Ended
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
||||||||
Fiscal 2013
(1)
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
278,237
|
|
|
$
|
243,722
|
|
|
$
|
231,650
|
|
|
$
|
213,753
|
|
Service
|
149,979
|
|
|
136,683
|
|
|
124,671
|
|
|
123,207
|
|
||||
Total Revenues
|
428,216
|
|
|
380,405
|
|
|
356,321
|
|
|
336,960
|
|
||||
Cost of Revenues:
|
|
|
|
|
|
|
|
||||||||
Product
|
158,587
|
|
|
139,683
|
|
|
127,147
|
|
|
125,482
|
|
||||
Service
|
91,861
|
|
|
87,600
|
|
|
76,053
|
|
|
74,226
|
|
||||
Total Cost of Revenues
|
250,448
|
|
|
227,283
|
|
|
203,200
|
|
|
199,708
|
|
||||
Gross Profit
|
177,768
|
|
|
153,122
|
|
|
153,121
|
|
|
137,252
|
|
||||
Percentage of Revenues
|
41.5
|
%
|
|
40.3
|
%
|
|
43.0
|
%
|
|
40.7
|
%
|
||||
Restructuring Expenses
|
5
|
|
|
(386
|
)
|
|
(48
|
)
|
|
(136
|
)
|
||||
Net Income
|
$
|
41,381
|
|
|
$
|
48,097
|
|
|
$
|
40,145
|
|
|
$
|
30,354
|
|
Basic Income Per Common Share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
0.71
|
|
|
$
|
0.82
|
|
|
$
|
0.69
|
|
|
$
|
0.52
|
|
Diluted Income Per Common Share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
0.70
|
|
|
$
|
0.82
|
|
|
$
|
0.68
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2012
(2)
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
263,211
|
|
|
$
|
239,403
|
|
|
$
|
223,502
|
|
|
$
|
202,013
|
|
Service
|
127,038
|
|
|
115,812
|
|
|
119,205
|
|
|
116,626
|
|
||||
Total Revenues
|
390,249
|
|
|
355,215
|
|
|
342,707
|
|
|
318,639
|
|
||||
Cost of Revenues:
|
|
|
|
|
|
|
|
||||||||
Product
|
149,781
|
|
|
145,976
|
|
|
138,805
|
|
|
117,433
|
|
||||
Service
|
76,243
|
|
|
71,233
|
|
|
70,593
|
|
|
68,281
|
|
||||
Total Cost of Revenues
|
226,024
|
|
|
217,209
|
|
|
209,398
|
|
|
185,714
|
|
||||
Gross Profit
|
164,225
|
|
|
138,006
|
|
|
133,309
|
|
|
132,925
|
|
||||
Percentage of Revenues
|
42.1
|
%
|
|
38.9
|
%
|
|
38.9
|
%
|
|
41.7
|
%
|
||||
Restructuring Expenses
|
(877
|
)
|
|
1,164
|
|
|
99
|
|
|
258
|
|
||||
Net Income
|
$
|
44,171
|
|
|
$
|
33,649
|
|
|
$
|
29,564
|
|
|
$
|
28,731
|
|
Basic Income Per Common Share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
0.77
|
|
|
$
|
0.58
|
|
|
$
|
0.50
|
|
|
$
|
0.48
|
|
Diluted Income Per Common Share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
0.76
|
|
|
$
|
0.58
|
|
|
$
|
0.50
|
|
|
$
|
0.48
|
|
Description
|
Balance at
Beginning
of Period
|
|
Charges
to Costs
and
Expenses
|
|
|
Charges
to Other
Accounts
|
|
|
Deductions
|
|
|
Balance at
End of
Period
|
|||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Year ended March 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Allowance for trade accounts receivable (1)
|
$
|
11,428
|
|
|
$
|
(91
|
)
|
|
|
$
|
(49
|
)
|
(3
|
)
|
|
$
|
(1,245
|
)
|
(4
|
)
|
|
$
|
10,043
|
|
|
Inventory valuation reserve
|
15,313
|
|
|
(3,140
|
)
|
(2
|
)
|
|
(188
|
)
|
(3
|
)
|
|
—
|
|
|
|
11,985
|
|
||||||
Deferred tax asset valuation allowance
|
11,842
|
|
|
3,279
|
|
|
|
(569
|
)
|
|
|
(2,124
|
)
|
|
|
12,428
|
|
||||||||
Recorded within liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Casualty loss reserves
|
$
|
10,776
|
|
|
$
|
2,387
|
|
|
|
$
|
3,185
|
|
|
|
$
|
(2,248
|
)
|
|
|
$
|
14,100
|
|
|||
Accrued SYSTEM 1 Rebate Program and class action settlement
|
69,065
|
|
|
(40,422
|
)
|
(5
|
)
|
|
—
|
|
|
|
(28,390
|
)
|
|
|
253
|
|
|||||||
Year ended March 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Allowance for trade accounts receivable (1)
|
$
|
9,085
|
|
|
$
|
2,901
|
|
|
|
$
|
1,520
|
|
(3
|
)
|
|
$
|
(2,078
|
)
|
(4
|
)
|
|
$
|
11,428
|
|
|
Inventory valuation reserve
|
10,122
|
|
|
5,304
|
|
(2
|
)
|
|
(114
|
)
|
(3
|
)
|
|
—
|
|
|
|
15,313
|
|
||||||
Deferred tax asset valuation allowance
|
11,421
|
|
|
1,360
|
|
|
|
(435
|
)
|
|
|
(504
|
)
|
|
|
11,842
|
|
||||||||
Recorded within liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Casualty loss reserves
|
$
|
13,037
|
|
|
$
|
1,205
|
|
|
|
$
|
(792
|
)
|
|
|
$
|
(2,674
|
)
|
|
|
$
|
10,776
|
|
|||
Accrued SYSTEM 1 Rebate Program and class action settlement
|
127,683
|
|
|
(17,403
|
)
|
(6
|
)
|
|
—
|
|
|
|
(41,215
|
)
|
|
|
69,065
|
|
|||||||
Year ended March 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Allowance for trade accounts receivable (1)
|
$
|
9,238
|
|
|
$
|
2,016
|
|
|
|
$
|
26
|
|
(3
|
)
|
|
$
|
(2,195
|
)
|
(4
|
)
|
|
$
|
9,085
|
|
|
Inventory valuation reserve
|
10,557
|
|
|
(638
|
)
|
(2
|
)
|
|
203
|
|
(3
|
)
|
|
—
|
|
|
|
10,122
|
|
||||||
Deferred tax asset valuation allowance
|
9,880
|
|
|
970
|
|
|
|
2,240
|
|
|
|
(1,669
|
)
|
|
|
11,421
|
|
||||||||
Recorded within liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Casualty loss reserves
|
$
|
13,130
|
|
|
$
|
2,952
|
|
|
|
$
|
—
|
|
|
|
$
|
(3,045
|
)
|
|
|
$
|
13,037
|
|
|||
Accrued SYSTEM 1 Rebate Program and class action settlement
|
—
|
|
|
129,800
|
|
(7
|
)
|
|
—
|
|
|
|
(2,117
|
)
|
|
|
127,683
|
|
(1)
|
Net allowance for doubtful accounts and allowance for sales and returns.
|
(2)
|
Provision for excess and obsolete inventory, net of inventory written off.
|
(3)
|
Change in foreign currency exchange rates and acquired reserves.
|
(4)
|
Uncollectible accounts written off, net of recoveries.
|
(5)
|
Adjustments were classified as follows: $22,367 as an increase to revenues, $1,273 as a decrease to cost of revenues, and $16,782 as a decrease to selling, general and administrative expenses.
|
(6)
|
Adjustments were classified as follows: $15,306 as an increase to revenues and $2,097 as a decrease to cost of revenues.
|
(7)
|
Charges were classified as follows: $102,313 as a reduction of revenues, $7,691 as cost of revenues, and $19,796 as selling, general and administrative expenses.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
($)
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
|
|
|
(a)
|
|
(b)
|
|
(c)
|
Equity compensation plans approved by security holders
|
|
2,657,133
|
|
28.40
|
|
3,949,453
|
Equity compensation plans not approved by security holders
|
|
—
|
|
—
|
|
—
|
Total
|
|
2,657,133
|
|
28.40
|
|
3,949,453
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Exhibit
Number
|
Exhibit Description
|
3.1
|
1992 Amended Articles of Incorporation of STERIS Corporation, as amended on May 14, 1996, November 6, 1996, and August 6, 1998 (filed as Exhibit 3.1 to Form 10-K for the fiscal year ended March 31, 2000 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
3.2
|
Amended and Restated Regulations of STERIS Corporation, as amended on July 26, 2007 (filed as Exhibit 3.2 to Form 10-Q for the fiscal quarter ended June 30, 2007 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
4.1
|
Specimen Form of Common Stock Certificate (filed as Exhibit 4.1 to Form 10-K for the fiscal year ended March 31, 2002 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.1
|
Amended and Restated Non-Qualified Stock Option Plan (filed as Exhibit 10.1 to Form 10-K for the fiscal year ended March 31, 2005 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.2
|
STERIS Corporation 1994 Equity Compensation Plan (filed as Exhibit 10.2 to Form 10-K for the fiscal year ended March 31, 2005 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.3
|
STERIS Corporation 1994 Nonemployee Directors Equity Compensation Plan (filed as Exhibit 10.3 to Form 10-K for the fiscal year ended March 31, 2002 (Commission File No. 1-14643), and incorporated herein by reference). *
|
|
|
10.4
|
STERIS Corporation Form of Nonqualified Stock Option Grant Agreement for Directors (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended December 31, 2004 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.5
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended December 31, 2004 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.6
|
STERIS Corporation 1997 Stock Option Plan (filed as Exhibit 10.5 to Form 10-K for the fiscal year ended March 31, 2003 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.7
|
STERIS Corporation 1998 Long-Term Incentive Stock Plan (filed as Exhibit 10.8 to Form 10-K for fiscal year ended March 31, 1999 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.8
|
STERIS Corporation 2002 Stock Option Plan (filed as Exhibit 10.7 to Form 10-K for the fiscal year ended March 31, 2003 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.9
|
STERIS Corporation 2006 Long-Term Equity Incentive Plan (filed as Exhibit 10.1 to Form 8-K filed July 28, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.10
|
Amendment No. 1 to STERIS Corporation 2006 Long-Term Equity Incentive Plan (filed as Exhibit 10.11 to Form 10-K for the fiscal year ended March 31, 2007 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.11
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.3 to Form 8-K filed July 28, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.12
|
STERIS Corporation Form of Restricted Stock Agreement for Directors (filed as Exhibit 10.5 to Form 8-K filed July 28, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.13
|
STERIS Corporation Form of Restricted Stock Unit Agreement for Employees (filed as Exhibit 10.5 to Form 10-Q for the fiscal quarter ended September 30, 2007 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.14
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.7 to Form 10-Q for the fiscal quarter ended September 30, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.15
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.8 to Form 10-Q for the fiscal quarter ended September 30, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.16
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.17
|
STERIS Corporation Form of Restricted Stock Agreement for Nonemployee Directors (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.18
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.3 to Form 10-Q for the fiscal quarter ended June 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.19
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended June 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.20
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30, 2009 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.21
|
STERIS Corporation Form of Non-Qualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2009 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.22
|
STERIS Corporation 2006 Long-Term Equity Incentive Plan (as Amended and Restated Effective July 28, 2011) (filed as Exhibit A to Schedule 14A (Definitive Proxy Statement) filed June 7, 2011 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.23
|
STERIS Corporation Form of Non-Qualified Stock Option Agreement for Employees
.
(filed as Exhibit 10.22 to Form 10-K for the fiscal year ended March 31, 2011(Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.24
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.23 to Form 10-K for the fiscal year ended March 31, 2011(Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.25
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30, 2011 (Commission File No. 1-14643), and incorporated herein by reference.*
|
|
|
10.26
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2011 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.27
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.27 to Form 10-K for the fiscal year ended March 31, 2012 (Commission File No. 1-14643, and incorporated herein by reference).*
|
|
|
10.28
|
STERIS Corporation Form of Restricted Stock Agreement for Employees.(filed as Exhibit 10.28 to Form 10-K for the fiscal year ended March 31, 2012 (Commission File No. 1-14643, and incorporated herein by reference).*
|
|
|
10.29
|
Amendment to Nonqualified Stock Option Agreement (filed as Exhibit 10.11 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.30
|
Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.12 to Form10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.31
|
Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.13 to Form10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.32
|
Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.14 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.33
|
Form of Career Restricted Stock Unit Agreement for Nonemployee Directors.*
|
|
|
10.34
|
Form of Nonqualified Stock Option Agreement for Nonemployee Directors.*
|
|
|
10.35
|
STERIS Corporation Deferred Compensation Plan Document (filed as Exhibit 10.1 to Form 8-K filed September 1, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.36
|
STERIS Corporation Deferred Compensation Plan Document (as Amended and Restated Effective January 1, 2009) (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 31, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.37
|
Amended and Restated Adoption Agreement related to STERIS Corporation Deferred Compensation Plan (filed as Exhibit 10.2 to Form 10-Q filed for the fiscal quarter ended December 31, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.38
|
Amendment No. 1 to STERIS Corporation Deferred Compensation Plan Document (as Amended and Restated Effective January 1, 2009) dated November 4, 2011 (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 31, 2011 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.39
|
STERIS Corporation Management Incentive Compensation Plan (filed as Exhibit 10.1 to Form 8-K filed May 7, 2009 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.40
|
STERIS Corporation Senior Executive Management Incentive Compensation Plan, as Amended and Restated Effective April 1, 2010 (filed as Appendix A to Schedule 14A (Definitive Proxy Statement) filed June 8, 2010 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.41
|
Form of Change of Control Agreement between STERIS Corporation and certain executive officers of STERIS Corporation other than Mr. Walter M Rosebrough, Jr. (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 1999 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.42
|
Employment Agreement dated September 7, 2007 between STERIS Corporation and Mr. Rosebrough (filed as Exhibit 10.3 to Form 10-Q for the fiscal quarter ended September 30, 2007 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.43
|
Employment Agreement dated September 7, 2007 between STERIS Corporation and Mr. Rosebrough (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended September 30, 2007 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.44
|
Executive Retention Agreement dated April 1, 2010 between STERIS Corporation and Dr. Peter Burke (filed as Exhibit 10.1 to Form10-Q for the fiscal quarter ended June 30, 2010 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.45
|
STERIS Corporation Senior Executive Severance Plan effective June 1, 2012 (filed as Exhibit 10.3 to Form 10-Q for the fiscal quarter ended June 30, 2012 (Commission No. 1-14643), and incorporated herein by reference.*
|
|
|
10.46
|
Form of Indemnification Agreement between STERIS Corporation and each of its directors and certain executive officers (filed as Exhibit 10.31 to Form 10-K for the fiscal year ended March 31, 2010 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.47
|
Agreement dated as of April 23, 2008 by and among STERIS Corporation, Richard C. Breeden, Robert H. Fields, and the Breeden Investors identified therein (filed as Exhibit 10.1 to Form 8-K filed April 24, 2008 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.48
|
Agreement dated November 4, 2011 between STERIS Corporation and Bank of America, N.A. providing Transfer and Advised Line for Letters of Credit (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended December 31, 2011 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.49
|
Third Amended and Restated Credit Agreement, dated as of April 13, 2012, among STERIS Corporation, KeyBank National Association, as agent for the lenders from time to time party thereto, and such lenders (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.50
|
Third Amended and Restated Guaranty of Payment, dated as of April 13, 2012, entered into by American Sterilizer Company, STERIS Inc., Isomedix Operations, Inc., and STERIS Isomedix Services, in favor of KeyBank National Association, as agent for the benefit of the lenders (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2012 (Commission File No. 1-14643), and incorporated herein by reference.
|
|
|
10.51
|
Joinder Supplement to Third Amended and Restated Guaranty of Payment made by United States Endoscopy Group, Inc. and dated October 9, 2012 (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.52
|
Amendment No. 1 dated October 12, 2012 to Third Amended and Restated Credit Agreement, dated as of April 13, 2012, among STERIS Corporation, KeyBank National Association as agent for the lenders from time to time party thereto and such lenders (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.53
|
Joinder Supplement to Third Amended and Restated Guaranty of Payment made by Spectrum Surgical Instruments Corp. and dated October 29, 2012 (filed as Exhibit 10.6 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.54
|
Form of Note Purchase Agreements, dated December 17, 2003, between STERIS Corporation and certain institutional investors (filed as Exhibit 10.3 to Form 10-Q for the fiscal quarter ended December 31, 2003 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.55
|
First Amendment dated as of August 15, 2008 to Note Purchase Agreements dated as of December 17, 2003 between STERIS Corporation and certain institutional investors (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended September 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.56
|
Subsidiary Guaranty dated December 17, 2003, by certain subsidiaries of STERIS Corporation (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended December 31, 2003 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.57
|
Guaranty Supplement dated January 7, 2005, by STERIS Isomedix Services, Inc. and STERIS Corporation (filed as Exhibit 10.20 to Form 10-K for the fiscal year ended March 31, 2005 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.58
|
Guaranty Supplement dated July 11, 2011 by STERIS Brazil Holdings, LLC and STERIS Corporation [For 2003 Senior Notes] (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended September 30, 2011 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.59
|
Guaranty Supplement dated October 10, 2012 by United States Endoscopy Group, Inc. and STERIS Corporation (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.60
|
Guaranty Supplement dated October 29, 2012 by Spectrum Surgical Instruments Corp. and STERIS Corporation (filed as Exhibit 10.7 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.61
|
Form of Note Purchase Agreements dated as of August 15, 2008, between STERIS Corporation and certain institutional investors (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended September 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.62
|
Subsidiary Guaranty dated as of August 15, 2008, by certain subsidiaries of STERIS Corporation (filed as Exhibit 10.3 to Form 10-Q for the fiscal quarter ended September 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.63
|
Guaranty Supplement dated July 11, 2011 by STERIS Brazil Holdings, LLC and STERIS Corporation [For 2008 Senior Notes] (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended September 30, 2011 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.64
|
Guaranty Supplement dated October 10, 2012 by United States Endoscopy Group, Inc. and STERIS Corporation (filed as Exhibit 10.3 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.65
|
Guaranty Supplement dated October 29, 2012 by Spectrum Surgical Instruments Corp. and STERIS Corporation (filed as Exhibit 10.8 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.66
|
Form of Note Purchase Agreements dated as of December 4, 2012, between STERIS Corporation and certain institutional investors (filed as Exhibit 10.9 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.67
|
Subsidiary Guaranty dated as of December 4, 2012, by certain subsidiaries of STERIS Corporation (filed as Exhibit 10.10 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.68
|
Stock Purchase Agreement dated July 16, 2012 by and among STERIS Corporation, United States Endoscopy Group, Inc. and the shareholders party thereto (filed as Exhibit 2.1 to Form 8-K filed August 15, 2012 (Commission No. 1-14643), and incorporated herein by reference).
|
|
|
10.69
|
Stock Purchase Agreement dated October 16, 2012 between STERIS Corporation, Richard J. and Michelle A. Schultz, individually and as trustees of certain trusts, such trusts and Spectrum Surgical Instruments Corp. (filed as Exhibit 10.5 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
21.1
|
Subsidiaries of STERIS Corporation.
|
|
|
|
|
STERIS C
ORPORATION
(Registrant)
|
|
|
|
|
|
Date:
|
May 30, 2013
|
By:
|
/
S
/ M
ICHAEL
J. T
OKICH
|
|
|
Michael J. Tokich
|
|
|
|
Senior Vice President and Chief Financial Officer
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
/
S
/ W
ALTER
M. R
OSEBROUGH
, J
R
.
|
|
President, Chief Executive Officer and Director
|
|
May 30, 2013
|
Walter M Rosebrough, Jr.
|
|
|
|
|
/
S
/ M
ICHAEL
J. T
OKICH
|
|
Senior Vice President and Chief Financial Officer
|
|
May 30, 2013
|
Michael J. Tokich
|
|
|
|
|
*
|
|
Chairman and Director
|
|
May 30, 2013
|
John P. Wareham
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2013
|
Richard C. Breeden
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2013
|
Cynthia L. Feldmann
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2013
|
David B. Lewis
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2013
|
Jacqueline B. Kosecoff
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2013
|
Kevin M. McMullen
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2013
|
Mohsen M. Sohi
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2013
|
Loyal W. Wilson
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2013
|
Michael B. Wood
|
|
|
|
|
*
|
The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K pursuant to the Powers of Attorney executed by the above-named directors of the Registrant and filed with the Securities and Exchange Commission on behalf of such directors.
|
Date:
|
May 30, 2013
|
By:
|
/
S
/ M
ICHAEL
J. T
OKICH
|
|
|
Michael J. Tokich,
Attorney-in-Fact for Directors
|
Exhibit
Number
|
Exhibit Description
|
3.1
|
1992 Amended Articles of Incorporation of STERIS Corporation, as amended on May 14, 1996, November 6, 1996, and August 6, 1998 (filed as Exhibit 3.1 to Form 10-K for the fiscal year ended March 31, 2000 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
3.2
|
Amended and Restated Regulations of STERIS Corporation, as amended on July 26, 2007 (filed as Exhibit 3.2 to Form 10-Q for the fiscal quarter ended June 30, 2007 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
4.1
|
Specimen Form of Common Stock Certificate (filed as Exhibit 4.1 to Form 10-K for the fiscal year ended March 31, 2002 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.1
|
Amended and Restated Non-Qualified Stock Option Plan (filed as Exhibit 10.1 to Form 10-K for the fiscal year ended March 31, 2005 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.2
|
STERIS Corporation 1994 Equity Compensation Plan (filed as Exhibit 10.2 to Form 10-K for the fiscal year ended March 31, 2005 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.3
|
STERIS Corporation 1994 Nonemployee Directors Equity Compensation Plan (filed as Exhibit 10.3 to Form 10-K for the fiscal year ended March 31, 2002 (Commission File No. 1-14643), and incorporated herein by reference). *
|
|
|
10.4
|
STERIS Corporation Form of Nonqualified Stock Option Grant Agreement for Directors (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended December 31, 2004 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.5
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended December 31, 2004 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.6
|
STERIS Corporation 1997 Stock Option Plan (filed as Exhibit 10.5 to Form 10-K for the fiscal year ended March 31, 2003 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.7
|
STERIS Corporation 1998 Long-Term Incentive Stock Plan (filed as Exhibit 10.8 to Form 10-K for fiscal year ended March 31, 1999 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.8
|
STERIS Corporation 2002 Stock Option Plan (filed as Exhibit 10.7 to Form 10-K for the fiscal year ended March 31, 2003 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.9
|
STERIS Corporation 2006 Long-Term Equity Incentive Plan (filed as Exhibit 10.1 to Form 8-K filed July 28, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.10
|
Amendment No. 1 to STERIS Corporation 2006 Long-Term Equity Incentive Plan (filed as Exhibit 10.11 to Form 10-K for the fiscal year ended March 31, 2007 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.11
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.3 to Form 8-K filed July 28, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.12
|
STERIS Corporation Form of Restricted Stock Agreement for Directors (filed as Exhibit 10.5 to Form 8-K filed July 28, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.13
|
STERIS Corporation Form of Restricted Stock Unit Agreement for Employees (filed as Exhibit 10.5 to Form 10-Q for the fiscal quarter ended September 30, 2007 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.14
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.7 to Form 10-Q for the fiscal quarter ended September 30, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.15
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.8 to Form 10-Q for the fiscal quarter ended September 30, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.16
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.17
|
STERIS Corporation Form of Restricted Stock Agreement for Nonemployee Directors (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.18
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.3 to Form 10-Q for the fiscal quarter ended June 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.19
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended June 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.20
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30, 2009 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.21
|
STERIS Corporation Form of Non-Qualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2009 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.22
|
STERIS Corporation 2006 Long-Term Equity Incentive Plan (as Amended and Restated Effective July 28, 2011) (filed as Exhibit A to Schedule 14A (Definitive Proxy Statement) filed June 7, 2011 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.23
|
STERIS Corporation Form of Non-Qualified Stock Option Agreement for Employees
.
(filed as Exhibit 10.22 to Form 10-K for the fiscal year ended March 31, 2011(Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.24
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.23 to Form 10-K for the fiscal year ended March 31, 2011(Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.25
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30, 2011 (Commission File No. 1-14643), and incorporated herein by reference.*
|
|
|
10.26
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2011 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.27
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.27 to Form 10-K for the fiscal year ended March 31, 2012 (Commission File No. 1-14643, and incorporated herein by reference).*
|
|
|
10.28
|
STERIS Corporation Form of Restricted Stock Agreement for Employees.(filed as Exhibit 10.28 to Form 10-K for the fiscal year ended March 31, 2012 (Commission File No. 1-14643, and incorporated herein by reference).*
|
|
|
10.29
|
Amendment to Nonqualified Stock Option Agreement (filed as Exhibit 10.11 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.30
|
Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.12 to Form10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.31
|
Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.13 to Form10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.32
|
Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.14 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.33
|
Form of Career Restricted Stock Unit Agreement for Nonemployee Directors.*
|
|
|
10.34
|
Form of Nonqualified Stock Option Agreement for Nonemployee Directors.*
|
|
|
10.35
|
STERIS Corporation Deferred Compensation Plan Document (filed as Exhibit 10.1 to Form 8-K filed September 1, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.36
|
STERIS Corporation Deferred Compensation Plan Document (as Amended and Restated Effective January 1, 2009) (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 31, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.37
|
Amended and Restated Adoption Agreement related to STERIS Corporation Deferred Compensation Plan (filed as Exhibit 10.2 to Form 10-Q filed for the fiscal quarter ended December 31, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.38
|
Amendment No. 1 to STERIS Corporation Deferred Compensation Plan Document (as Amended and Restated Effective January 1, 2009) dated November 4, 2011 (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 31, 2011 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.39
|
STERIS Corporation Management Incentive Compensation Plan (filed as Exhibit 10.1 to Form 8-K filed May 7, 2009 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.40
|
STERIS Corporation Senior Executive Management Incentive Compensation Plan, as Amended and Restated Effective April 1, 2010 (filed as Appendix A to Schedule 14A (Definitive Proxy Statement) filed June 8, 2010 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.41
|
Form of Change of Control Agreement between STERIS Corporation and certain executive officers of STERIS Corporation other than Mr. Walter M Rosebrough, Jr. (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 1999 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.42
|
Employment Agreement dated September 7, 2007 between STERIS Corporation and Mr. Rosebrough (filed as Exhibit 10.3 to Form 10-Q for the fiscal quarter ended September 30, 2007 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.43
|
Employment Agreement dated September 7, 2007 between STERIS Corporation and Mr. Rosebrough (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended September 30, 2007 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.44
|
Executive Retention Agreement dated April 1, 2010 between STERIS Corporation and Dr. Peter Burke (filed as Exhibit 10.1 to Form10-Q for the fiscal quarter ended June 30, 2010 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.45
|
STERIS Corporation Senior Executive Severance Plan effective June 1, 2012 (filed as Exhibit 10.3 to Form 10-Q for the fiscal quarter ended June 30, 2012 (Commission No. 1-14643), and incorporated herein by reference.*
|
|
|
10.46
|
Form of Indemnification Agreement between STERIS Corporation and each of its directors and certain executive officers (filed as Exhibit 10.31 to Form 10-K for the fiscal year ended March 31, 2010 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.47
|
Agreement dated as of April 23, 2008 by and among STERIS Corporation, Richard C. Breeden, Robert H. Fields, and the Breeden Investors identified therein (filed as Exhibit 10.1 to Form 8-K filed April 24, 2008 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.48
|
Agreement dated November 4, 2011 between STERIS Corporation and Bank of America, N.A. providing Transfer and Advised Line for Letters of Credit (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended December 31, 2011 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.49
|
Third Amended and Restated Credit Agreement, dated as of April 13, 2012, among STERIS Corporation, KeyBank National Association, as agent for the lenders from time to time party thereto, and such lenders (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.50
|
Third Amended and Restated Guaranty of Payment, dated as of April 13, 2012, entered into by American Sterilizer Company, STERIS Inc., Isomedix Operations, Inc., and STERIS Isomedix Services, in favor of KeyBank National Association, as agent for the benefit of the lenders (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2012 (Commission File No. 1-14643), and incorporated herein by reference.
|
|
|
10.51
|
Joinder Supplement to Third Amended and Restated Guaranty of Payment made by United States Endoscopy Group, Inc. and dated October 9, 2012 (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.52
|
Amendment No. 1 dated October 12, 2012 to Third Amended and Restated Credit Agreement, dated as of April 13, 2012, among STERIS Corporation, KeyBank National Association as agent for the lenders from time to time party thereto and such lenders (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.53
|
Joinder Supplement to Third Amended and Restated Guaranty of Payment made by Spectrum Surgical Instruments Corp. and dated October 29, 2012 (filed as Exhibit 10.6 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.54
|
Form of Note Purchase Agreements, dated December 17, 2003, between STERIS Corporation and certain institutional investors (filed as Exhibit 10.3 to Form 10-Q for the fiscal quarter ended December 31, 2003 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.55
|
First Amendment dated as of August 15, 2008 to Note Purchase Agreements dated as of December 17, 2003 between STERIS Corporation and certain institutional investors (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended September 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.56
|
Subsidiary Guaranty dated December 17, 2003, by certain subsidiaries of STERIS Corporation (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended December 31, 2003 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.57
|
Guaranty Supplement dated January 7, 2005, by STERIS Isomedix Services, Inc. and STERIS Corporation (filed as Exhibit 10.20 to Form 10-K for the fiscal year ended March 31, 2005 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.58
|
Guaranty Supplement dated July 11, 2011 by STERIS Brazil Holdings, LLC and STERIS Corporation [For 2003 Senior Notes] (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended September 30, 2011 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.59
|
Guaranty Supplement dated October 10, 2012 by United States Endoscopy Group, Inc. and STERIS Corporation (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.60
|
Guaranty Supplement dated October 29, 2012 by Spectrum Surgical Instruments Corp. and STERIS Corporation (filed as Exhibit 10.7 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
1.
|
Issuance of Units.
The Units represent the right of the Grantee to receive from the Company the number of Common Shares of the Company’s capital stock equal to the number of Units granted hereby, as provided herein.
|
2.
|
Documents Delivered with Agreement
. STERIS has delivered or made available to the Grantee, along with this Agreement, the following documents: (a) a copy of STERIS’s Policy Prohibiting the Improper Use of Material Non-Public Information (the “Policy”); (b) a copy of the Plan and its related Prospectus; (c) two copies of an acknowledgement form (the “Acknowledgement Form”); and (d) STERIS’s most recent Annual Report to Shareholders and Form 10-K filed with the U.S. Securities and Exchange Commission. Acceptance and compliance with these documents is a condition of the effectiveness of this grant of Units. By accepting this Agreement or executing the Acknowledgement, the Grantee acknowledges receipt, review and acceptance of these documents and compliance with their terms.
|
3.
|
Vested Units.
Subject to the terms of this Agreement and the Plan, the Units and the Grantee’s right to receive the Common Shares subject to the Units are non-forfeitable from and after the Date of Grant.
|
4.
|
Payment of Units.
The Company shall transfer to the Grantee (or to Grantee’s executor or administrator in the event of the Grantee’s death) the Common Shares subject to the Units on the date that is six months after the date that the Grantee ceases to be a Director.
|
5.
|
Dividend, Voting and Other Rights.
Except as otherwise provided herein, from and after the Date of Grant, the Grantee shall have none of the rights of a shareholder with respect to the Units covered by this Agreement, including the right to vote the Common Shares covered by the Units and receive any dividends that may be paid on the Common Shares covered by the Units, until the transfer of the Common Shares covered by the Units to the Grantee pursuant to Section 4 hereof. Notwithstanding the foregoing, from and after the Date of Grant and until the time when the Units are paid in accordance with Section 4 hereof, on the date that STERIS pays a cash dividend (if any) to holders of Common Shares generally, Grantee shall be entitled to receive from the Company a dividend equivalent payment with respect to each outstanding Unit, in the amount per Unit equal to the amount of the dividend payment on each outstanding Common Share. On the date the dividend is paid, the Company shall make such dividend equivalent payment directly to the Grantee in cash.
|
6.
|
Compliance with Law.
Notwithstanding any other provision of this Agreement, STERIS shall not be obligated to issue any Common Shares pursuant to this Agreement if the issuance thereof would result in a violation of any applicable law.
|
7.
|
Certain Determinations
.
Application, violation, or other interpretation of the terms of this Agreement, the Plan, the Nondisclosure Agreement, the Policy, or any other STERIS policy shall be determined by the Board in its sole discretion, and such determination shall be final and binding on the Grantee and STERIS.
|
8.
|
Data Privacy.
By entering into the Agreement, and as a condition of this award of Units, the Grantee consents to the collection, use and transfer of personal data as described in this Section 8. The Grantee understands that STERIS and its Subsidiaries hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number, salary, nationality, job title, any shares of stock or directorships held in STERIS, details of all Units or other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of managing and administering the Plan (“Data”). The Grantee further understands that STERIS and/or its Subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, administration and management of the Grantee’s participation in the Plan, and that STERIS and/or its Subsidiaries may each further transfer Data to any third parties assisting STERIS in the implementation, administration and management of the Plan (“Data Recipients”). The Grantee understands that these Data Recipients may be located in the Grantee’s country of residence, the European Economic Area, and in countries outside the European Economic Area, including the United States. The Grantee authorizes the Data Recipients to receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing the Plan, including any transfer of such Data, as may be necessary or appropriate for the administration of the Plan and/or the subsequent holding of shares of stock on the Grantee’s behalf, to a broker or third party with whom the shares acquired on exercise may be deposited. The Grantee understands that he or she may, at any time, review the Data, require any necessary amendments to it or withdraw the consent herein by notifying STERIS in writing. The Grantee further understands that withdrawing consent may affect the Grantee’s ability to participate in the Plan, at the sole discretion of the Board or the Chief Executive Officer or its delegatee or delegatees.
|
9.
|
Relation to Plan.
This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.
|
10.
|
Amendments.
Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto;
provided
,
however
, that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s consent.
|
11.
|
Severability.
If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid.
|
12.
|
Governing Law.
This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Ohio, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction.
|
13.
|
Miscellaneous.
Nothing contained in this Agreement shall be understood as conferring on the Grantee any right to continue as a Director of STERIS. STERIS reserves the right to correct any clerical, typographical, or other error in this Agreement or otherwise with respect to this grant. This Agreement shall inure to the benefit of and be binding upon its parties and their respective heirs, executors, administrators, successors, and assigns, but the Units shall not be transferable by the Grantee other than as provided in Section 17 of the Plan.
|
|
STERIS Corporation
By:
[Name] [Title] |
By: ___________________________
|
Signature by electronic acceptance and/or execution of the Acknowledgment and Acceptance form.
|
|
Albert Browne Limited
|
United Kingdom
|
American Sterilizer Company
|
Pennsylvania
|
Biotest Laboratories, Inc.
|
Minnesota
|
CLBV Limited
|
United Kingdom
|
Hausted, Inc.
|
Delaware
|
HSTD LLC
|
Delaware
|
HTD Holding Corp.
|
Delaware
|
Isomedix Corporation
|
Canada
|
Isomedix Inc.
|
Delaware
|
Isomedix Operations Inc.
|
Delaware
|
SB Servicos Administrativos Ltda.
|
Brazil
|
PeriOptimum, Inc.
|
Delaware
|
Sercon Indústria E Comércio De Aparelhos Médicos E Hospitalares Ltda.
Spectrum Surgical Instruments Corp.
|
Brazil
Ohio
|
SterilTek Holdings, Inc.
|
Delaware
|
SterilTek, Inc.
|
Nevada
|
STERIS
|
France
|
STERIS AB
|
Sweden
|
STERIS Asia Pacific, Inc.
|
Delaware
|
STERIS-Austar Pharmaceutical Systems Hong Kong Limited
|
Hong Kong
|
STERIS-Austar Pharmaceutical Systems (Shanghai) Limited
|
China
|
STERIS (Barbados) Corp.
|
Barbados
|
STERIS Brasil Servicos Administrativos Ltda.
|
Brazil
|
STERIS (BVI) I Limited
|
British Virgin Islands
|
STERIS Brazil Holdings, LLC
|
Delaware
|
STERIS Canada Corporation
|
Canada
|
STERIS Canada Inc.
|
Canada
|
STERIS CH Limited
|
United Kingdom
|
STERIS China Holdings Limited
|
Hong Kong
|
STERIS Corporation de Costa Rica, S.A.
|
Costa Rica
|
STERIS Deutschland GmbH
|
Germany
|
STERIS Enterprises LLC
|
Russia
|
STERIS Europe, Inc.
|
Delaware
|
STERIS GmbH
|
Switzerland
|
STERIS Holdings B.V.
|
Netherlands
|
STERIS Iberia, S.A.
|
Spain
|
STERIS Inc.
|
Delaware
|
STERIS (India) Private Limited
|
India
|
STERIS Isomedix Services, Inc.
|
Delaware
|
STERIS Isomedix Puerto Rico, Inc.
|
Puerto Rico
|
STERIS Japan Inc.
|
Japan
|
STERIS Latin America, Inc.
|
Delaware
|
STERIS Limited
|
United Kingdom
|
STERIS Mauritius Limited
|
Republic of Mauritius
|
STERIS Mexico, S. de R.L. de C.V.
|
Mexico
|
STERIS Netherlands Holdings B.V.
|
Netherlands
|
STERIS Personnel Services, Inc.
|
Delaware
|
STERIS Personnel Services Mexico, S.de RL.de C.V.
|
Mexico
|
STERIS NV
|
Belgium
|
(1
|
)
|
The names of one or more subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute at the end of fiscal 2013 a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X have been excluded.
|
|
|
Registration
Number
|
Description
|
333-65155
|
Form S-8 Registration Statement - STERIS Corporation 1998 Long-Term Incentive Compensation Plan
|
|
|
333-32005
|
Form S-8 Registration Statement - STERIS Corporation 1997 Stock Option Plan
|
|
|
333-06529
|
Form S-3 Registration Statement - STERIS Corporation
|
|
|
333-01610
|
Post-effective Amendment to Form S-4 on Form S-8 - STERIS Corporation
|
|
|
33-55976
|
Form S-8 Registration Statement - STERIS Corporation 401(k) Plan
|
|
|
333-09733
|
Form S-8 Registration Statement - STERIS Corporation 401(k) Plan
|
|
|
333-101308
|
Form S-8 Registration Statement - STERIS Corporation 2002 Stock Option Plan
|
|
|
333-137167
|
Form S-8 Registration Statement - STERIS Corporation Deferred Compensation Plan
|
|
|
333-136239
|
Form S-8 Registration Statement - STERIS Corporation 2006 Long-Term Equity Incentive Plan
|
|
|
333-170884
|
Form S-8 Registration Statement - STERIS Corporation 401(k) Plan
|
|
|
333-176167
|
Form S-8 Registration Statement - STERIS Corporation 2006 Long-Term Equity Incentive Plan (As Amended and Restated Effective July 28, 2011)
|
|
|
/s/ R
ICHARD
C. B
REEDEN
|
|
/s/ C
YNTHIA
L. F
ELDMANN
|
Richard C. Breeden, Director
|
|
Cynthia L. Feldmann, Director
|
|
|
|
/s/ J
ACQUELINE
B. K
OSECOFF
|
|
/s/ D
AVID
B. L
EWIS
|
Jacqueline B. Kosecoff, Director
|
|
David B. Lewis, Director
|
|
|
|
/s/ K
EVIN
M. M
C
M
ULLEN
|
|
/s/ M
OHSEN
M. S
OHI
|
Kevin M. McMullen, Director
|
|
Mohsen M. Sohi, Director
|
|
|
|
/s/ J
OHN
P. W
AREHAM
|
|
/s/ L
OYAL
W. W
ILSON
|
John P. Wareham, Chairman of the Board
|
|
Loyal W. Wilson, Director
|
|
|
|
/s/ M
ICHAEL
B. W
OOD
|
|
/s/ W
ALTER
M R
OSEBROUGH
, J
R
|
Michael B. Wood, Director
|
|
Walter M Rosebrough, Jr.
|
|
|
President and Chief Executive Officer
|
/s/ M
ICHAEL
J. T
OKICH
|
|
(Principal Executive Officer), Director
|
Michael J. Tokich
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of STERIS Corporation;
|
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 the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant'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 the registrant and 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 the registrant, 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 the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal 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.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
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 registrant'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 the registrant's internal control over financial reporting.
|
Date:
|
May 30, 2013
|
|
|
/
S
/ W
ALTER
M R
OSEBROUGH
, J
R
.
|
|
Walter M Rosebrough, Jr.
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of STERIS Corporation;
|
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 the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant'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 the registrant and 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 the registrant, 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 the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal 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.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
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 registrant'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 the registrant's internal control over financial reporting.
|
Date:
|
May 30, 2013
|
|
|
/
S
/ M
ICHAEL
J. T
OKICH
|
|
Michael J. Tokich
Senior Vice President and Chief Financial Officer
|
(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 as of the dates and for the periods expressed in the Report.
|
|
|
/
S
/ W
ALTER
M R
OSEBROUGH
, J
R
.
|
Name:
|
|
Walter M Rosebrough, Jr.
|
Title:
|
|
President and Chief Executive Officer
|
|
|
|
|
|
/
S
/ M
ICHAEL
J. T
OKICH
|
Name:
|
|
Michael J. Tokich
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|