ý
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 31, 2016 or
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¨
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to
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Delaware
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23-3058564
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
|
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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(1)
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For this purpose only, “non-affiliates” excludes directors and executive officers.
|
•
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general cyclical patterns of the industries in which our customers operate;
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•
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the extent to which we cannot control our fixed and variable costs;
|
•
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the raw materials in our products may experience significant fluctuations in market price and availability;
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•
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certain raw materials constitute hazardous materials that may give rise to costly environmental and safety claims;
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•
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legislation regarding the restriction of the use of certain hazardous substances in our products;
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•
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risks involved in our operations such as disruption of markets, changes in import and export laws, environmental regulations, currency restrictions and local currency exchange rate fluctuations;
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•
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our ability to raise our selling prices to our customers when our product costs increase;
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•
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the extent to which we are able to efficiently utilize our global manufacturing facilities and optimize our capacity;
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•
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general economic conditions in the markets in which we operate;
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•
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competitiveness of the battery markets and other energy solutions for industrial applications throughout the world;
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•
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our timely development of competitive new products and product enhancements in a changing environment and the acceptance of such products and product enhancements by customers;
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•
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our ability to adequately protect our proprietary intellectual property, technology and brand names;
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•
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litigation and regulatory proceedings to which we might be subject;
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•
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our expectations concerning indemnification obligations;
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•
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changes in our market share in the geographic business segments where we operate;
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•
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our ability to implement our cost reduction initiatives successfully and improve our profitability;
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•
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quality problems associated with our products;
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•
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our ability to implement business strategies, including our acquisition strategy, manufacturing expansion and restructuring plans;
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•
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our acquisition strategy may not be successful in locating advantageous targets;
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•
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our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames;
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•
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potential goodwill impairment charges, future impairment charges and fluctuations in the fair values of reporting units or of assets in the event projected financial results are not achieved within expected time frames;
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•
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our debt and debt service requirements which may restrict our operational and financial flexibility, as well as imposing unfavorable interest and financing costs;
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•
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our ability to maintain our existing credit facilities or obtain satisfactory new credit facilities;
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•
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adverse changes in our short- and long-term debt levels under our credit facilities;
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•
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our exposure to fluctuations in interest rates on our variable-rate debt;
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•
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our ability to attract and retain qualified management and personnel;
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•
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our ability to maintain good relations with labor unions;
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•
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credit risk associated with our customers, including risk of insolvency and bankruptcy;
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•
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our ability to successfully recover in the event of a disaster affecting our infrastructure;
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•
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terrorist acts or acts of war, could cause damage or disruption to our operations, our suppliers, channels to market or customers, or could cause costs to increase, or create political or economic instability; and
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•
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the operation, capacity and security of our information systems and infrastructure.
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Page
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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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Item 5.
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Item 6.
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Item 7.
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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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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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Item 15.
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ITEM 1.
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BUSINESS
|
•
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Americas
, which includes North and South America, with our segment headquarters in Reading, Pennsylvania, USA;
|
•
|
EMEA
, which includes Europe, the Middle East and Africa, with our segment headquarters in Zug, Switzerland; and
|
•
|
Asia
, which includes Asia, Australia and Oceania, with our segment headquarters in Singapore.
|
•
|
Reserve power products
are used for backup power for the continuous operation of critical applications in telecommunications systems, uninterruptible power systems, or “UPS” applications for computer and computer-controlled systems, and other specialty power applications, including security systems, premium starting, lighting and ignition applications, in switchgear, electrical control systems used in electric utilities, large-scale energy storage, energy pipelines, in commercial aircraft, satellites, military aircraft, submarines, ships and tactical vehicles. Reserve power products also include thermally managed cabinets and enclosures for electronic equipment and batteries.
|
•
|
Motive power products
are used to provide power for electric industrial forklifts used in manufacturing, warehousing and other material handling applications as well as mining equipment, diesel locomotive starting and other rail equipment.
|
•
|
the design and development of new products;
|
•
|
optimizing and expanding our existing product offering;
|
•
|
waste and scrap reduction;
|
•
|
production efficiency and utilization;
|
•
|
capacity expansion without additional facilities; and
|
•
|
quality attribute maximization.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
increase our vulnerability to adverse general economic and industry conditions, including interest rate fluctuations, because a portion of our borrowings bear, and will continue to bear, interest at floating rates;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to debt service payments, which would reduce the availability of our cash to fund working capital, capital expenditures or other general corporate purposes, including acquisitions;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and industry;
|
•
|
restrict our ability to introduce new products or new technologies or exploit business opportunities;
|
•
|
place us at a disadvantage compared with competitors that have proportionately less debt;
|
•
|
limit our ability to borrow additional funds in the future, if we need them, due to financial and restrictive covenants in our debt agreements; and
|
•
|
have a material adverse effect on us if we fail to comply with the financial and restrictive covenants in our debt agreements.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Quarter Ended
|
|
High Price
|
|
Low Price
|
|
Closing Price
|
|
Dividends Declared
|
||||||||
March 31, 2016
|
|
$
|
58.89
|
|
|
$
|
42.60
|
|
|
$
|
55.72
|
|
|
$
|
0.175
|
|
December 27, 2015
|
|
66.95
|
|
|
51.02
|
|
|
57.18
|
|
|
0.175
|
|
||||
September 27, 2015
|
|
71.85
|
|
|
49.21
|
|
|
51.66
|
|
|
0.175
|
|
||||
June 28, 2015
|
|
73.27
|
|
|
63.63
|
|
|
71.58
|
|
|
0.175
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
March 31, 2015
|
|
$
|
66.89
|
|
|
$
|
57.47
|
|
|
$
|
64.24
|
|
|
$
|
0.175
|
|
December 28, 2014
|
|
63.39
|
|
|
50.63
|
|
|
61.78
|
|
|
0.175
|
|
||||
September 28, 2014
|
|
70.00
|
|
|
57.88
|
|
|
60.07
|
|
|
0.175
|
|
||||
June 29, 2014
|
|
71.94
|
|
|
62.72
|
|
|
68.91
|
|
|
0.175
|
|
Period
|
|
(a)
Total number
of shares (or
units)
purchased
|
|
(b)
Average price
paid per share
(or unit)
|
|
(c)
Total number of
shares (or units)
purchased as part of
publicly announced
plans or programs
|
|
(d)
Maximum number
(or approximate
dollar value) of shares
(or units) that may be
purchased under the
plans or programs
(1)(2)
|
||||||
December 28, 2015 - January 24, 2016
|
|
961,444
|
|
|
$
|
60.63
|
|
|
961,444
|
|
|
$
|
38,600,000
|
|
January 25, 2016 - February 21, 2016
|
|
131,962
|
|
|
44.38
|
|
|
131,962
|
|
|
32,743,463
|
|
||
February 22, 2016 - March 31, 2016
|
|
113,352
|
|
|
47.27
|
|
|
113,352
|
|
|
27,385,432
|
|
||
Total
|
|
1,206,758
|
|
|
$
|
57.60
|
|
|
1,206,758
|
|
|
|
(1)
|
The Company's Board of Directors has authorized the Company to repurchase up to such number of shares as shall equal the dilutive effects of any equity-based award granted during such fiscal year under the Second Amended and Restated 2010 Equity Incentive Plan and the number of shares exercised through stock option awards during such fiscal year. This repurchase program was exhausted for
fiscal 2016
.
|
(2)
|
The Company's Board of Directors has authorized the Company to repurchase up to a $180 million of its common stock. On August 13, 2015, the Company prepaid $180 million, pursuant to an accelerated share repurchase (“ASR”) with a major financial institution, and received an initial delivery of 2,000,000 shares. On January 13, 2016, the ASR was settled and the Company received an additional 961,444 shares and $13.6 million in cash for the remaining amount not settled in shares. The Company repurchased a total of 2,961,444 shares under the ASR for a total cash investment of $166.4 million at an average price of $56.19. The Company also purchased an additional 245,314 shares during the fourth quarter through open market transactions for a total cash investment of $11.2 million at an average price of $45.72.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Fiscal Year Ended March 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(In thousands, except share and per share data)
|
||||||||||||||||||
Consolidated Statements of Income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,316,249
|
|
|
$
|
2,505,512
|
|
|
$
|
2,474,433
|
|
|
$
|
2,277,559
|
|
|
$
|
2,283,369
|
|
Cost of goods sold
|
|
1,704,472
|
|
|
1,864,601
|
|
|
1,844,813
|
|
|
1,708,203
|
|
|
1,770,664
|
|
|||||
Gross profit
|
|
611,777
|
|
|
640,911
|
|
|
629,620
|
|
|
569,356
|
|
|
512,705
|
|
|||||
Operating expenses
|
|
352,767
|
|
|
358,381
|
|
|
344,421
|
|
|
312,324
|
|
|
297,806
|
|
|||||
Restructuring and other exit charges
|
|
12,978
|
|
|
11,436
|
|
|
27,326
|
|
|
7,164
|
|
|
4,988
|
|
|||||
Impairment of goodwill, indefinite-lived intangibles and fixed assets
|
|
36,252
|
|
|
23,946
|
|
|
5,179
|
|
|
—
|
|
|
—
|
|
|||||
Legal proceedings charge / (reversal of legal accrual, net of fees)
|
|
3,201
|
|
|
(16,233
|
)
|
|
58,184
|
|
|
—
|
|
|
(900
|
)
|
|||||
Gain on sale of facility
|
|
(3,420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating earnings
|
|
209,999
|
|
|
263,381
|
|
|
194,510
|
|
|
249,868
|
|
|
210,811
|
|
|||||
Interest expense
|
|
22,343
|
|
|
19,644
|
|
|
17,105
|
|
|
18,719
|
|
|
16,484
|
|
|||||
Other (income) expense, net
|
|
5,719
|
|
|
(5,602
|
)
|
|
13,658
|
|
|
916
|
|
|
3,068
|
|
|||||
Earnings before income taxes
|
|
181,937
|
|
|
249,339
|
|
|
163,747
|
|
|
230,233
|
|
|
191,259
|
|
|||||
Income tax expense
|
|
50,113
|
|
|
67,814
|
|
|
16,980
|
|
|
65,275
|
|
|
47,292
|
|
|||||
Net earnings
|
|
131,824
|
|
|
181,525
|
|
|
146,767
|
|
|
164,958
|
|
|
143,967
|
|
|||||
Net (losses) earnings attributable to noncontrolling interests
|
|
(4,326
|
)
|
|
337
|
|
|
(3,561
|
)
|
|
(1,550
|
)
|
|
(36
|
)
|
|||||
Net earnings attributable to EnerSys stockholders
|
|
$
|
136,150
|
|
|
$
|
181,188
|
|
|
$
|
150,328
|
|
|
$
|
166,508
|
|
|
$
|
144,003
|
|
Net earnings per common share attributable to EnerSys stockholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
3.08
|
|
|
$
|
3.97
|
|
|
$
|
3.17
|
|
|
$
|
3.47
|
|
|
$
|
2.95
|
|
Diluted
|
|
$
|
2.99
|
|
|
$
|
3.77
|
|
|
$
|
3.02
|
|
|
$
|
3.42
|
|
|
$
|
2.93
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
44,276,713
|
|
|
45,606,317
|
|
|
47,473,690
|
|
|
48,022,005
|
|
|
48,748,205
|
|
|||||
Diluted
|
|
45,474,130
|
|
|
48,052,729
|
|
|
49,788,155
|
|
|
48,635,449
|
|
|
49,216,035
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Fiscal Year Ended March 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Consolidated cash flow data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
307,571
|
|
|
$
|
194,471
|
|
|
$
|
193,621
|
|
|
$
|
244,400
|
|
|
$
|
204,196
|
|
Net cash used in investing activities
|
|
(80,923
|
)
|
|
(59,616
|
)
|
|
(232,005
|
)
|
|
(55,092
|
)
|
|
(72,420
|
)
|
|||||
Net cash (used in) provided by financing activities
|
|
(105,729
|
)
|
|
(59,313
|
)
|
|
21,562
|
|
|
(95,962
|
)
|
|
(79,382
|
)
|
|||||
Other operating data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
55,880
|
|
|
63,625
|
|
|
61,995
|
|
|
55,286
|
|
|
48,943
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
As of March 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Consolidated balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
397,307
|
|
|
$
|
268,921
|
|
|
$
|
240,103
|
|
|
$
|
249,348
|
|
|
$
|
160,490
|
|
Working capital
|
|
845,068
|
|
|
769,881
|
|
|
719,297
|
|
|
685,403
|
|
|
611,372
|
|
|||||
Total assets
(1)
|
|
2,214,488
|
|
|
2,136,555
|
|
|
2,318,959
|
|
|
1,984,512
|
|
|
1,920,321
|
|
|||||
Total debt, including capital leases, excluding discount on the Convertible Notes
(1)(2)
|
|
628,631
|
|
|
513,213
|
|
|
319,401
|
|
|
175,134
|
|
|
251,467
|
|
|||||
Total EnerSys stockholders’ equity
|
|
1,013,131
|
|
|
1,038,900
|
|
|
1,246,402
|
|
|
1,169,401
|
|
|
1,032,195
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Americas
, which includes North and South America, with our segment headquarters in Reading, Pennsylvania, USA;
|
•
|
EMEA
, which includes Europe, the Middle East and Africa, with our segment headquarters in Zug, Switzerland; and
|
•
|
Asia
, which includes Asia, Australia and Oceania, with our segment headquarters in Singapore.
|
•
|
global economic conditions and general cyclical patterns of the industries in which our customers operate;
|
•
|
changes in our selling prices and, in periods when our product costs increase, our ability to raise our selling prices to pass such cost increases through to our customers;
|
•
|
the extent to which we are able to efficiently utilize our global manufacturing facilities and optimize our capacity;
|
•
|
the extent to which we can control our fixed and variable costs, including those for our raw materials, manufacturing, distribution and operating activities;
|
•
|
changes in our level of debt and changes in the variable interest rates under our credit facilities; and
|
•
|
the size and number of acquisitions and our ability to achieve their intended benefits.
|
•
|
Reserve power products
are used for backup power for the continuous operation of critical applications in telecommunications systems, UPS applications for computer and computer-controlled systems, and other specialty power applications, including security systems, premium starting, lighting and ignition applications, in switchgear, electrical control systems used in electric utilities, large-scale energy storage, energy pipelines, in commercial aircraft, satellites, military aircraft, submarines, ships and tactical vehicles. Reserve power products also include thermally managed cabinets and enclosures for electronic equipment and batteries.
|
•
|
Motive power products
are used to provide power for electric industrial forklifts used in manufacturing, warehousing and other material handling applications as well as mining equipment, diesel locomotive starting and other rail equipment.
|
•
|
interpretation of contractual rights and obligations;
|
•
|
the status of government regulatory initiatives, interpretations and investigations;
|
•
|
the status of settlement negotiations;
|
•
|
prior experience with similar types of claims;
|
•
|
whether there is available insurance coverage; and
|
•
|
advice of outside counsel.
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Net sales
|
|
$
|
2,316.2
|
|
|
100.0
|
%
|
|
$
|
2,505.5
|
|
|
100.0
|
%
|
|
$
|
(189.3
|
)
|
|
(7.6
|
)%
|
Cost of goods sold
|
|
1,704.5
|
|
|
73.6
|
|
|
1,864.6
|
|
|
74.4
|
|
|
(160.1
|
)
|
|
(8.6
|
)
|
|||
Gross profit
|
|
611.7
|
|
|
26.4
|
|
|
640.9
|
|
|
25.6
|
|
|
(29.2
|
)
|
|
(4.6
|
)
|
|||
Operating expenses
|
|
352.7
|
|
|
15.2
|
|
|
358.4
|
|
|
14.3
|
|
|
(5.7
|
)
|
|
(1.6
|
)
|
|||
Restructuring and other exit charges
|
|
12.9
|
|
|
0.5
|
|
|
11.4
|
|
|
0.5
|
|
|
1.5
|
|
|
13.5
|
|
|||
Impairment of goodwill, indefinite-lived intangibles and fixed assets
|
|
36.3
|
|
|
1.6
|
|
|
23.9
|
|
|
1.0
|
|
|
12.4
|
|
|
51.4
|
|
|||
Legal proceedings charge / (reversal of legal accrual, net of fees)
|
|
3.2
|
|
|
0.1
|
|
|
(16.2
|
)
|
|
(0.7
|
)
|
|
19.4
|
|
|
NM
|
|
|||
Gain on sale of facility
|
|
(3.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
NM
|
|
|||
Operating earnings
|
|
210.0
|
|
|
9.1
|
|
|
263.4
|
|
|
10.5
|
|
|
(53.4
|
)
|
|
(20.3
|
)
|
|||
Interest expense
|
|
22.3
|
|
|
1.0
|
|
|
19.7
|
|
|
0.8
|
|
|
2.6
|
|
|
13.7
|
|
|||
Other (income) expense, net
|
|
5.7
|
|
|
0.2
|
|
|
(5.6
|
)
|
|
(0.2
|
)
|
|
11.3
|
|
|
NM
|
|
|||
Earnings before income taxes
|
|
182.0
|
|
|
7.9
|
|
|
249.3
|
|
|
9.9
|
|
|
(67.3
|
)
|
|
(27.0
|
)
|
|||
Income tax expense
|
|
50.1
|
|
|
2.2
|
|
|
67.8
|
|
|
2.7
|
|
|
(17.7
|
)
|
|
(26.1
|
)
|
|||
Net earnings
|
|
131.9
|
|
|
5.7
|
|
|
181.5
|
|
|
7.2
|
|
|
(49.6
|
)
|
|
(27.4
|
)
|
|||
Net (losses) earnings attributable to noncontrolling interests
|
|
(4.3
|
)
|
|
(0.2
|
)
|
|
0.3
|
|
|
—
|
|
|
(4.6
|
)
|
|
NM
|
|
|||
Net earnings attributable to EnerSys stockholders
|
|
$
|
136.2
|
|
|
5.9
|
%
|
|
$
|
181.2
|
|
|
7.2
|
%
|
|
$
|
(45.0
|
)
|
|
(24.9
|
)%
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
% Net
Sales
|
|
In
Millions
|
|
% Net
Sales
|
|
In
Millions
|
|
%
|
|||||||||
Americas
|
|
$
|
1,276.0
|
|
|
55.1
|
%
|
|
$
|
1,322.4
|
|
|
52.8
|
%
|
|
$
|
(46.4
|
)
|
|
(3.5
|
)%
|
EMEA
|
|
787.4
|
|
|
34.0
|
|
|
948.8
|
|
|
37.9
|
|
|
(161.4
|
)
|
|
(17.0
|
)
|
|||
Asia
|
|
252.8
|
|
|
10.9
|
|
|
234.3
|
|
|
9.3
|
|
|
18.5
|
|
|
7.9
|
|
|||
Total net sales
|
|
$
|
2,316.2
|
|
|
100.0
|
%
|
|
$
|
2,505.5
|
|
|
100.0
|
%
|
|
$
|
(189.3
|
)
|
|
(7.6
|
)%
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Reserve power
|
|
$
|
1,109.2
|
|
|
47.9
|
%
|
|
$
|
1,252.7
|
|
|
50.0
|
%
|
|
$
|
(143.5
|
)
|
|
(11.5
|
)%
|
Motive power
|
|
1,207.0
|
|
|
52.1
|
|
|
1,252.8
|
|
|
50.0
|
|
|
(45.8
|
)
|
|
(3.7
|
)
|
|||
Total net sales
|
|
$
|
2,316.2
|
|
|
100.0
|
%
|
|
$
|
2,505.5
|
|
|
100.0
|
%
|
|
$
|
(189.3
|
)
|
|
(7.6
|
)%
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Gross profit
|
|
$
|
611.7
|
|
|
26.4
|
%
|
|
$
|
640.9
|
|
|
25.6
|
%
|
|
$
|
(29.2
|
)
|
|
(4.6
|
)%
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Operating expenses
|
|
$
|
352.7
|
|
|
15.2
|
%
|
|
$
|
358.4
|
|
|
14.3
|
%
|
|
$
|
(5.7
|
)
|
|
(1.6
|
)%
|
Restructuring and other exit charges
|
|
12.9
|
|
|
0.5
|
|
|
11.4
|
|
|
0.5
|
|
|
1.5
|
|
|
13.5
|
|
|||
Impairment of goodwill, indefinite-lived intangibles and fixed assets
|
|
36.3
|
|
|
1.6
|
|
|
23.9
|
|
|
1.0
|
|
|
12.4
|
|
|
51.4
|
|
|||
Legal proceedings charge / (reversal of legal accrual, net of fees)
|
|
3.2
|
|
|
0.1
|
|
|
(16.2
|
)
|
|
(0.7
|
)
|
|
19.4
|
|
|
NM
|
|
|||
Gain on sale of facility
|
|
(3.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
NM
|
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
(1)
|
|
In
Millions
|
|
As %
Net Sales
(1)
|
|
In
Millions
|
|
%
|
|||||||||
Americas
|
|
$
|
182.7
|
|
|
14.3
|
%
|
|
$
|
162.8
|
|
|
12.3
|
%
|
|
$
|
19.9
|
|
|
12.3
|
%
|
EMEA
|
|
75.6
|
|
|
9.6
|
|
|
109.8
|
|
|
11.6
|
|
|
(34.2
|
)
|
|
(31.1
|
)
|
|||
Asia
|
|
0.7
|
|
|
0.2
|
|
|
9.9
|
|
|
4.2
|
|
|
(9.2
|
)
|
|
(94.3
|
)
|
|||
Subtotal
|
|
259.0
|
|
|
11.2
|
|
|
282.5
|
|
|
11.3
|
|
|
(23.5
|
)
|
|
(8.3
|
)
|
|||
Restructuring charges - Americas
|
|
(2.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
NM
|
|
|||
Restructuring and other exit charges - EMEA
|
|
(9.4
|
)
|
|
(1.2
|
)
|
|
(7.5
|
)
|
|
(0.8
|
)
|
|
(1.9
|
)
|
|
25.6
|
|
|||
Restructuring charges - Asia
|
|
(1.4
|
)
|
|
(0.6
|
)
|
|
(3.9
|
)
|
|
(1.7
|
)
|
|
2.5
|
|
|
(63.3
|
)
|
|||
Impairment of goodwill and indefinite-lived intangibles - Americas
|
|
(33.0
|
)
|
|
(2.6
|
)
|
|
(23.1
|
)
|
|
(1.8
|
)
|
|
(9.9
|
)
|
|
42.3
|
|
|||
Impairment of goodwill and fixed assets - EMEA
|
|
(3.3
|
)
|
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(0.1
|
)
|
|
(2.5
|
)
|
|
NM
|
|
|||
Reversal of legal accrual, net of fees - Americas
|
|
0.8
|
|
|
0.1
|
|
|
16.2
|
|
|
1.2
|
|
|
(15.4
|
)
|
|
(95.1
|
)
|
|||
Legal proceedings charge - EMEA
|
|
(4.0
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
NM
|
|
|||
Gain on sale of facility - Asia
|
|
3.4
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
NM
|
|
|||
Total
|
|
$
|
210.0
|
|
|
9.1
|
%
|
|
$
|
263.4
|
|
|
10.5
|
%
|
|
$
|
(53.4
|
)
|
|
(20.3
|
)%
|
(1)
|
The percentages shown for the segments are computed as a percentage of the applicable segment’s net sales.
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Interest expense
|
|
$
|
22.3
|
|
|
1.0
|
%
|
|
$
|
19.7
|
|
|
0.8
|
%
|
|
$
|
2.6
|
|
|
13.7
|
%
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Increase (Decrease)
|
||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
||||||||
Other (income) expense, net
|
|
$
|
5.7
|
|
|
0.2
|
%
|
|
$
|
(5.6
|
)
|
|
(0.2
|
)%
|
|
$
|
11.3
|
|
|
NM
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Earnings before income taxes
|
|
$
|
182.0
|
|
|
7.9
|
%
|
|
$
|
249.3
|
|
|
9.9
|
%
|
|
$
|
(67.3
|
)
|
|
(27.0
|
)%
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Income tax expense
|
|
$
|
50.1
|
|
|
2.2
|
%
|
|
$
|
67.8
|
|
|
2.7
|
%
|
|
$
|
(17.7
|
)
|
|
(26.1
|
)%
|
Effective tax rate
|
|
27.5
|
%
|
|
|
|
27.2
|
%
|
|
|
|
0.3
|
%
|
|
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Net sales
|
|
$
|
2,505.5
|
|
|
100.0
|
%
|
|
$
|
2,474.4
|
|
|
100.0
|
%
|
|
$
|
31.1
|
|
|
1.3
|
%
|
Cost of goods sold
|
|
1,864.6
|
|
|
74.4
|
|
|
1,844.8
|
|
|
74.6
|
|
|
19.8
|
|
|
1.1
|
|
|||
Gross profit
|
|
640.9
|
|
|
25.6
|
|
|
629.6
|
|
|
25.4
|
|
|
11.3
|
|
|
1.8
|
|
|||
Operating expenses
|
|
358.4
|
|
|
14.3
|
|
|
344.4
|
|
|
13.9
|
|
|
14.0
|
|
|
4.1
|
|
|||
Restructuring and other exit charges
|
|
11.4
|
|
|
0.5
|
|
|
27.4
|
|
|
1.1
|
|
|
(16.0
|
)
|
|
(58.2
|
)
|
|||
Impairment of goodwill and indefinite-lived intangibles
|
|
23.9
|
|
|
1.0
|
|
|
5.2
|
|
|
0.2
|
|
|
18.7
|
|
|
NM
|
|
|||
Legal proceedings charge (reversal of legal accrual, net of fees)
|
|
(16.2
|
)
|
|
(0.7
|
)
|
|
58.2
|
|
|
2.3
|
|
|
(74.4
|
)
|
|
NM
|
|
|||
Operating earnings
|
|
263.4
|
|
|
10.5
|
|
|
194.4
|
|
|
7.9
|
|
|
69.0
|
|
|
35.4
|
|
|||
Interest expense
|
|
19.7
|
|
|
0.8
|
|
|
17.1
|
|
|
0.7
|
|
|
2.6
|
|
|
14.8
|
|
|||
Other (income) expense, net
|
|
(5.6
|
)
|
|
(0.2
|
)
|
|
13.6
|
|
|
0.6
|
|
|
(19.2
|
)
|
|
NM
|
|
|||
Earnings before income taxes
|
|
249.3
|
|
|
9.9
|
|
|
163.7
|
|
|
6.6
|
|
|
85.6
|
|
|
52.3
|
|
|||
Income tax expense
|
|
67.8
|
|
|
2.7
|
|
|
17.0
|
|
|
0.7
|
|
|
50.8
|
|
|
NM
|
|
|||
Net earnings
|
|
181.5
|
|
|
7.2
|
|
|
146.7
|
|
|
5.9
|
|
|
34.8
|
|
|
23.7
|
|
|||
Net earnings (losses) attributable to noncontrolling interests
|
|
0.3
|
|
|
—
|
|
|
(3.6
|
)
|
|
(0.1
|
)
|
|
3.9
|
|
|
NM
|
|
|||
Net earnings attributable to EnerSys stockholders
|
|
$
|
181.2
|
|
|
7.2
|
%
|
|
$
|
150.3
|
|
|
6.0
|
%
|
|
$
|
30.9
|
|
|
20.5
|
%
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
% Net
Sales
|
|
In
Millions
|
|
% Net
Sales
|
|
In
Millions
|
|
%
|
|||||||||
Americas
|
|
$
|
1,322.4
|
|
|
52.8
|
%
|
|
$
|
1,267.6
|
|
|
51.2
|
%
|
|
$
|
54.8
|
|
|
4.3
|
%
|
EMEA
|
|
948.8
|
|
|
37.9
|
|
|
966.1
|
|
|
39.1
|
|
|
(17.3
|
)
|
|
(1.8
|
)
|
|||
Asia
|
|
234.3
|
|
|
9.3
|
|
|
240.7
|
|
|
9.7
|
|
|
(6.4
|
)
|
|
(2.6
|
)
|
|||
Total net sales
|
|
$
|
2,505.5
|
|
|
100.0
|
%
|
|
$
|
2,474.4
|
|
|
100.0
|
%
|
|
$
|
31.1
|
|
|
1.3
|
%
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Reserve power
|
|
$
|
1,252.7
|
|
|
50.0
|
%
|
|
$
|
1,234.5
|
|
|
49.9
|
%
|
|
$
|
18.2
|
|
|
1.5
|
%
|
Motive power
|
|
1,252.8
|
|
|
50.0
|
|
|
1,239.9
|
|
|
50.1
|
|
|
12.9
|
|
|
1.1
|
|
|||
Total net sales
|
|
$
|
2,505.5
|
|
|
100.0
|
%
|
|
$
|
2,474.4
|
|
|
100.0
|
%
|
|
$
|
31.1
|
|
|
1.3
|
%
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Gross profit
|
|
$
|
640.9
|
|
|
25.6
|
%
|
|
$
|
629.6
|
|
|
25.4
|
%
|
|
$
|
11.3
|
|
|
1.8
|
%
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Operating expenses
|
|
$
|
358.4
|
|
|
14.3
|
%
|
|
$
|
344.4
|
|
|
13.9
|
%
|
|
$
|
14.0
|
|
|
4.1
|
%
|
Restructuring and other exit charges
|
|
11.4
|
|
|
0.5
|
|
|
27.4
|
|
|
1.1
|
|
|
(16.0
|
)
|
|
(58.2
|
)
|
|||
Impairment of goodwill and indefinite-lived intangibles
|
|
23.9
|
|
|
1.0
|
|
|
5.2
|
|
|
0.2
|
|
|
18.7
|
|
|
NM
|
|
|||
Legal proceedings charge / (reversal of legal accrual, net of fees)
|
|
(16.2
|
)
|
|
(0.7
|
)
|
|
58.2
|
|
|
2.3
|
|
|
(74.4
|
)
|
|
NM
|
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
(1)
|
|
In
Millions
|
|
As %
Net Sales
(1)
|
|
In
Millions
|
|
%
|
|||||||||
Americas
|
|
$
|
162.8
|
|
|
12.3
|
%
|
|
$
|
179.1
|
|
|
14.1
|
%
|
|
$
|
(16.3
|
)
|
|
(9.1
|
)%
|
EMEA
|
|
109.8
|
|
|
11.6
|
|
|
84.9
|
|
|
8.8
|
|
|
24.9
|
|
|
29.4
|
|
|||
Asia
|
|
9.9
|
|
|
4.2
|
|
|
21.2
|
|
|
8.8
|
|
|
(11.3
|
)
|
|
(53.2
|
)
|
|||
Subtotal
|
|
282.5
|
|
|
11.3
|
|
|
285.2
|
|
|
11.5
|
|
|
(2.7
|
)
|
|
(0.9
|
)
|
|||
Restructuring and other exit charges-EMEA
|
|
(7.5
|
)
|
|
(0.8
|
)
|
|
(27.1
|
)
|
|
(2.8
|
)
|
|
19.6
|
|
|
(72.1
|
)
|
|||
Restructuring charges-Asia
|
|
(3.9
|
)
|
|
(1.7
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(3.6
|
)
|
|
NM
|
|
|||
Impairment of goodwill and indefinite-lived intangibles-Americas
|
|
(23.1
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
(23.1
|
)
|
|
NM
|
|
|||
Goodwill impairment charge-EMEA
|
|
(0.8
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
NM
|
|
|||
Goodwill impairment charge-Asia
|
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|
(2.2
|
)
|
|
5.2
|
|
|
NM
|
|
|||
Legal proceedings (charge) reversal of legal accrual, net of fees-Americas
|
|
16.2
|
|
|
1.2
|
|
|
(58.2
|
)
|
|
(4.6
|
)
|
|
74.4
|
|
|
NM
|
|
|||
Total
|
|
$
|
263.4
|
|
|
10.5
|
%
|
|
$
|
194.4
|
|
|
7.9
|
%
|
|
$
|
69.0
|
|
|
35.4
|
%
|
(1)
|
The percentages shown for the segments are computed as a percentage of the applicable segment’s net sales.
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Interest expense
|
|
$
|
19.7
|
|
|
0.8
|
%
|
|
$
|
17.1
|
|
|
0.7
|
%
|
|
$
|
2.6
|
|
|
14.8
|
%
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Increase (Decrease)
|
||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
||||||||
Other (income) expense, net
|
|
$
|
(5.6
|
)
|
|
(0.2
|
)%
|
|
$
|
13.6
|
|
|
0.6
|
%
|
|
$
|
(19.2
|
)
|
|
NM
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Earnings before income taxes
|
|
$
|
249.3
|
|
|
9.9
|
%
|
|
$
|
163.7
|
|
|
6.6
|
%
|
|
$
|
85.6
|
|
|
52.3
|
%
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Increase (Decrease)
|
||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
||||||||
Income tax expense
|
|
$
|
67.8
|
|
|
2.7
|
%
|
|
$
|
17.0
|
|
|
0.7
|
%
|
|
$
|
50.8
|
|
|
NM
|
Effective tax rate
|
|
27.2
|
%
|
|
|
|
10.4
|
%
|
|
|
|
16.8
|
%
|
|
|
At March 31,
|
|
Trade
Receivables
|
|
Inventory
|
|
Accounts
Payable
|
|
Primary
Working
Capital
|
|
Quarter
Revenue
Annualized
|
|
Primary
Working
Capital
(%)
|
|||||||||||
|
|
|
|
(in millions)
|
|
|
|
|
|||||||||||||||
2016
|
|
$
|
490.8
|
|
|
$
|
331.0
|
|
|
$
|
(228.4
|
)
|
|
$
|
593.4
|
|
|
$
|
2,445.9
|
|
|
24.3
|
%
|
2015
|
|
518.2
|
|
|
337.0
|
|
|
(218.6
|
)
|
|
636.6
|
|
|
2,519.6
|
|
|
25.3
|
|
|||||
2014
|
|
564.6
|
|
|
361.8
|
|
|
(259.5
|
)
|
|
666.9
|
|
|
2,661.0
|
|
|
25.1
|
|
|
|
Total
|
|
Less than
1 year
|
|
2 to 3
years
|
|
4 to 5
years
|
|
After
5 years
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Debt obligations
|
|
$
|
612.5
|
|
|
$
|
15.0
|
|
|
$
|
297.5
|
|
|
$
|
—
|
|
|
$
|
300.0
|
|
Short-term debt
|
|
22.1
|
|
|
22.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on debt
|
|
121.4
|
|
|
21.5
|
|
|
38.6
|
|
|
30.0
|
|
|
31.3
|
|
|||||
Operating leases
|
|
69.0
|
|
|
20.3
|
|
|
27.2
|
|
|
15.1
|
|
|
6.4
|
|
|||||
Pension benefit payments and profit sharing
|
|
35.7
|
|
|
2.7
|
|
|
5.2
|
|
|
6.7
|
|
|
21.1
|
|
|||||
Restructuring
|
|
3.0
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Lead and foreign currency forward contracts
|
|
1.5
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments
|
|
15.2
|
|
|
15.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease obligations, including interest
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
880.6
|
|
|
$
|
101.4
|
|
|
$
|
368.6
|
|
|
$
|
51.8
|
|
|
$
|
358.8
|
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||
|
|
(in millions, except ratios)
|
||||||
Net earnings as reported
|
|
$
|
131.9
|
|
|
$
|
181.5
|
|
Add back:
|
|
|
|
|
||||
Depreciation and amortization
|
|
56.0
|
|
|
57.0
|
|
||
Interest expense
|
|
22.3
|
|
|
19.7
|
|
||
Income tax expense
|
|
50.1
|
|
|
67.8
|
|
||
EBITDA (non GAAP)
(1)
|
|
$
|
260.3
|
|
|
$
|
326.0
|
|
Adjustments per credit agreement definitions
(2)
|
|
60.5
|
|
|
52.6
|
|
||
Adjusted EBITDA (non-GAAP) per credit agreement
|
|
$
|
320.8
|
|
|
$
|
378.6
|
|
Total net debt
(3)
|
|
$
|
491.9
|
|
|
$
|
392.3
|
|
Leverage ratios:
|
|
|
|
|
||||
Total net debt/adjusted EBITDA ratio
(4)
|
|
1.5 X
|
|
|
1.0 X
|
|
||
Maximum ratio permitted
|
|
3.25 X
|
|
|
3.25 X
|
|
||
Consolidated interest coverage ratio
(5)
|
|
16.4 X
|
|
|
37.5 X
|
|
||
Minimum ratio required
|
|
4.5 X
|
|
|
4.5 X
|
|
(1)
|
We have included EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP) because our lenders use it as a key measure of our performance. EBITDA is defined as earnings before interest expense, income tax expense, depreciation and amortization. EBITDA is not a measure of financial performance under GAAP and should not be considered an alternative to net earnings or any other measure of performance under GAAP or to cash flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity. Our calculation of EBITDA may be different from the calculations used by other companies, and therefore comparability may be limited. Certain financial covenants in our 2011 Credit Facility are based on EBITDA, subject to adjustments, which are shown above. Continued availability of credit under our 2011 Credit Facility is critical to our ability to meet our business plans. We believe that an understanding of the key terms of our credit agreement is important to an investor’s understanding of our financial condition and liquidity risks. Failure to comply with our financial covenants, unless waived by our lenders, would mean we could not borrow any further amounts under our revolving credit facility and would give our lenders the right to demand immediate repayment of all outstanding revolving credit loans. We would be unable to continue our operations at current levels if we lost the liquidity provided under our credit agreements. Depreciation and amortization in this table excludes the amortization of deferred financing fees, which is included in interest expense.
|
(2)
|
The $60.5 million adjustment to EBITDA in
fiscal 2016
primarily related to $19.6 million of non-cash stock compensation, $3.8 million of non-cash restructuring and other exit charges and $36.3 million of impairment of goodwill, indefinite-lived intangibles and fixed assets and $0.7 million of acquisition expenses. The $52.6 million adjustment to EBITDA in
fiscal 2015
primarily related to $25.3 million of non-cash stock compensation, $3.3 million of non-cash restructuring and other exit charges and $23.9 million of impairment of goodwill and indefinite-lived intangibles.
|
(3)
|
Debt includes capital lease obligations and letters of credit and is net of U.S. cash and cash equivalents and a portion of European cash investments, as defined in the 2011 Credit Facility. In
fiscal 2016
, the amounts deducted in the calculation of net debt were U.S. cash and cash equivalents and foreign cash investments of $148 million, respectively, and in
fiscal 2015
, $128 million, respectively.
|
(4)
|
These ratios are included to show compliance with the leverage ratios set forth in our credit facilities. We show both our current ratios and the maximum ratio permitted or minimum ratio required under our 2011 Credit Facility.
|
(5)
|
As defined in the 2011 Credit Facility, for
fiscal 2016
interest expense used in the consolidated interest coverage ratio excludes non-cash interest of $2.8 million. For
fiscal 2015
, interest expense used in the consolidated interest coverage ratio excludes non-cash interest of $9.5 million.
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||||||||||||||||||||||
|
|
June 28,
2015
1st Qtr.
|
|
Sep. 27,
2015
2nd Qtr.
|
|
Dec. 27,
2015
3rd Qtr.
|
|
March 31,
2016
4th Qtr.
|
|
June 29,
2014 1st Qtr. |
|
Sep. 28,
2014 2nd Qtr. |
|
Dec. 28,
2014 3rd Qtr. |
|
March 31,
2015 4th Qtr. |
||||||||||||||||
|
|
(in millions, except share and per share amounts)
|
||||||||||||||||||||||||||||||
Net sales
|
|
$
|
562.1
|
|
|
$
|
569.1
|
|
|
$
|
573.6
|
|
|
$
|
611.4
|
|
|
$
|
634.1
|
|
|
$
|
629.9
|
|
|
$
|
611.6
|
|
|
$
|
629.9
|
|
Cost of goods sold
|
|
411.7
|
|
|
414.1
|
|
|
427.8
|
|
|
450.9
|
|
|
471.5
|
|
|
467.4
|
|
|
454.3
|
|
|
471.4
|
|
||||||||
Gross profit
|
|
150.4
|
|
|
155.0
|
|
|
145.8
|
|
|
160.5
|
|
|
162.6
|
|
|
162.5
|
|
|
157.3
|
|
|
158.5
|
|
||||||||
Operating expenses
|
|
84.5
|
|
|
89.6
|
|
|
87.1
|
|
|
91.5
|
|
|
89.1
|
|
|
96.9
|
|
|
86.2
|
|
|
86.2
|
|
||||||||
Restructuring and other exit charges
|
|
1.2
|
|
|
2.6
|
|
|
3.2
|
|
|
5.9
|
|
|
1.8
|
|
|
1.8
|
|
|
2.4
|
|
|
5.4
|
|
||||||||
Impairment of goodwill, indefinite-lived intangibles and fixed assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.9
|
|
||||||||
Legal proceedings charge / (reversal of legal accrual, net of fees)
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.2
|
)
|
|
—
|
|
|
—
|
|
||||||||
(Gain) loss on sale of facility
|
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Operating earnings
|
|
69.0
|
|
|
59.6
|
|
|
55.5
|
|
|
25.9
|
|
|
71.7
|
|
|
80.0
|
|
|
68.7
|
|
|
43.0
|
|
||||||||
Interest expense
|
|
6.3
|
|
|
5.1
|
|
|
5.3
|
|
|
5.6
|
|
|
4.9
|
|
|
4.3
|
|
|
5.0
|
|
|
5.5
|
|
||||||||
Other (income) expense, net
|
|
0.7
|
|
|
0.7
|
|
|
1.2
|
|
|
3.1
|
|
|
1.0
|
|
|
(3.4
|
)
|
|
(0.9
|
)
|
|
(2.3
|
)
|
||||||||
Earnings before income taxes
|
|
62.0
|
|
|
53.8
|
|
|
49.0
|
|
|
17.2
|
|
|
65.8
|
|
|
79.1
|
|
|
64.6
|
|
|
39.8
|
|
||||||||
Income tax expense
|
|
14.1
|
|
|
14.0
|
|
|
10.8
|
|
|
11.2
|
|
|
16.7
|
|
|
22.5
|
|
|
15.3
|
|
|
13.3
|
|
||||||||
Net earnings
|
|
47.9
|
|
|
39.8
|
|
|
38.2
|
|
|
6.0
|
|
|
49.1
|
|
|
56.6
|
|
|
49.3
|
|
|
26.5
|
|
||||||||
Net (losses) earnings attributable to noncontrolling interests
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(3.3
|
)
|
|
(0.1
|
)
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
||||||||
Net earnings attributable to EnerSys stockholders
|
|
$
|
48.4
|
|
|
$
|
40.0
|
|
|
$
|
38.5
|
|
|
$
|
9.3
|
|
|
$
|
49.2
|
|
|
$
|
56.3
|
|
|
$
|
49.2
|
|
|
$
|
26.5
|
|
Net earnings per common share attributable to EnerSys stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
1.09
|
|
|
$
|
0.89
|
|
|
$
|
0.87
|
|
|
$
|
0.21
|
|
|
$
|
1.05
|
|
|
$
|
1.22
|
|
|
$
|
1.09
|
|
|
$
|
0.60
|
|
Diluted
|
|
$
|
1.03
|
|
|
$
|
0.87
|
|
|
$
|
0.86
|
|
|
$
|
0.21
|
|
|
$
|
0.99
|
|
|
$
|
1.16
|
|
|
$
|
1.04
|
|
|
$
|
0.57
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
44,233,915
|
|
|
44,944,027
|
|
|
44,394,925
|
|
|
43,533,985
|
|
|
46,899,303
|
|
|
46,133,637
|
|
|
45,188,942
|
|
|
44,203,385
|
|
||||||||
Diluted
|
|
46,756,376
|
|
|
46,005,399
|
|
|
44,976,204
|
|
|
44,158,541
|
|
|
49,726,238
|
|
|
48,537,276
|
|
|
47,368,173
|
|
|
46,579,230
|
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||||||||||||||||||||||
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
||||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||||||
Net sales by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Americas
|
|
$
|
317.0
|
|
|
$
|
322.5
|
|
|
$
|
306.3
|
|
|
$
|
330.2
|
|
|
$
|
330.9
|
|
|
$
|
333.2
|
|
|
$
|
314.3
|
|
|
$
|
344.0
|
|
EMEA
|
|
196.7
|
|
|
189.4
|
|
|
196.8
|
|
|
204.5
|
|
|
242.0
|
|
|
233.3
|
|
|
242.3
|
|
|
231.2
|
|
||||||||
Asia
|
|
48.4
|
|
|
57.2
|
|
|
70.5
|
|
|
76.7
|
|
|
61.2
|
|
|
63.4
|
|
|
55.0
|
|
|
54.7
|
|
||||||||
Total
|
|
$
|
562.1
|
|
|
$
|
569.1
|
|
|
$
|
573.6
|
|
|
$
|
611.4
|
|
|
$
|
634.1
|
|
|
$
|
629.9
|
|
|
$
|
611.6
|
|
|
$
|
629.9
|
|
Segment net sales as % of total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Americas
|
|
56.4
|
%
|
|
56.7
|
%
|
|
53.4
|
%
|
|
54.0
|
%
|
|
52.2
|
%
|
|
52.9
|
%
|
|
51.4
|
%
|
|
54.6
|
%
|
||||||||
EMEA
|
|
35.0
|
|
|
33.3
|
|
|
34.3
|
|
|
33.4
|
|
|
38.1
|
|
|
37.0
|
|
|
39.6
|
|
|
36.7
|
|
||||||||
Asia
|
|
8.6
|
|
|
10.0
|
|
|
12.3
|
|
|
12.6
|
|
|
9.7
|
|
|
10.1
|
|
|
9.0
|
|
|
8.7
|
|
||||||||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||||||||||||||||||||||
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
||||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||||||
Net sales by product line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Reserve power
|
|
$
|
264.3
|
|
|
$
|
274.2
|
|
|
$
|
272.0
|
|
|
$
|
298.7
|
|
|
$
|
311.4
|
|
|
$
|
315.5
|
|
|
$
|
307.0
|
|
|
$
|
318.8
|
|
Motive power
|
|
297.8
|
|
|
294.9
|
|
|
301.6
|
|
|
312.7
|
|
|
322.7
|
|
|
314.4
|
|
|
304.6
|
|
|
311.1
|
|
||||||||
Total
|
|
$
|
562.1
|
|
|
$
|
569.1
|
|
|
$
|
573.6
|
|
|
$
|
611.4
|
|
|
$
|
634.1
|
|
|
$
|
629.9
|
|
|
$
|
611.6
|
|
|
$
|
629.9
|
|
Product line net sales as % of total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Reserve power
|
|
47.0
|
%
|
|
48.2
|
%
|
|
47.4
|
%
|
|
48.9
|
%
|
|
49.1
|
%
|
|
50.1
|
%
|
|
50.2
|
%
|
|
50.6
|
%
|
||||||||
Motive power
|
|
53.0
|
|
|
51.8
|
|
|
52.6
|
|
|
51.1
|
|
|
50.9
|
|
|
49.9
|
|
|
49.8
|
|
|
49.4
|
|
||||||||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Date
|
|
$’s Under Contract
|
|
# Pounds Purchased
|
|
Average
Cost/Pound
|
|
Approximate % of
Lead Requirements
(1)
|
|
|
(in millions)
|
|
(in millions)
|
|
|
|
|
March 31, 2016
|
|
$21.6
|
|
27.4
|
|
$0.79
|
|
6%
|
March 31, 2015
|
|
76.1
|
|
91.6
|
|
0.83
|
|
19
|
March 31, 2014
|
|
86.5
|
|
89.9
|
|
0.96
|
|
19
|
(1)
|
Based on the fiscal year lead requirements for the period then ended.
|
Transactions Hedged
|
|
$US
Equivalent (in millions) |
|
Average
Rate Hedged |
|
Approximate
% of Annual Requirements (1) |
||||||
Sell Euros for U.S. dollars
|
|
$
|
11.4
|
|
|
$/€
|
|
1.11
|
|
|
5
|
%
|
Sell Euros for Polish zloty
|
|
5.7
|
|
|
PLN/€
|
|
4.30
|
|
|
8
|
|
|
Sell Euros for British pounds
|
|
5.2
|
|
|
£/€
|
|
0.76
|
|
|
13
|
|
|
Sell Malaysian Ringgit for Euros
|
|
2.8
|
|
|
MYR/€
|
|
4.17
|
|
|
92
|
|
|
Sell Australian dollars for U.S. dollars
|
|
1.7
|
|
|
$/AUD
|
|
0.72
|
|
|
19
|
|
|
Sell Japanese Yen for U.S. dollars
|
|
1.7
|
|
|
¥/$
|
|
120.45
|
|
|
69
|
|
|
Sell Australian dollars for British Pounds
|
|
0.9
|
|
|
AUD/£
|
|
1.94
|
|
|
10
|
|
|
Total
|
|
$
|
29.4
|
|
|
|
|
|
|
|
(1)
|
Based on the fiscal year currency requirements for the year ended
March 31, 2016
.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
Audited Consolidated Financial Statements
|
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
397,307
|
|
|
$
|
268,921
|
|
Accounts receivable, net of allowance for doubtful accounts
(2016–11,393; 2015–$7,562) |
|
490,799
|
|
|
518,165
|
|
||
Inventories, net
|
|
331,081
|
|
|
337,011
|
|
||
Prepaid and other current assets
|
|
77,052
|
|
|
77,572
|
|
||
Total current assets
|
|
1,296,239
|
|
|
1,201,669
|
|
||
Property, plant, and equipment, net
|
|
357,409
|
|
|
356,854
|
|
||
Goodwill
|
|
353,547
|
|
|
369,730
|
|
||
Other intangible assets, net
|
|
159,658
|
|
|
158,160
|
|
||
Deferred taxes
|
|
33,530
|
|
|
36,516
|
|
||
Other assets
|
|
14,105
|
|
|
13,626
|
|
||
Total assets
|
|
$
|
2,214,488
|
|
|
$
|
2,136,555
|
|
Liabilities and Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term debt
|
|
$
|
22,144
|
|
|
$
|
19,715
|
|
Current portion of capital lease obligations
|
|
89
|
|
|
237
|
|
||
Accounts payable
|
|
228,442
|
|
|
218,574
|
|
||
Accrued expenses
|
|
200,496
|
|
|
193,262
|
|
||
Total current liabilities
|
|
451,171
|
|
|
431,788
|
|
||
Long-term debt
|
|
606,221
|
|
|
493,224
|
|
||
Capital lease obligations
|
|
177
|
|
|
37
|
|
||
Deferred taxes
|
|
46,008
|
|
|
77,201
|
|
||
Other liabilities
|
|
86,479
|
|
|
81,579
|
|
||
Total liabilities
|
|
1,190,056
|
|
|
1,083,829
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
|
5,997
|
|
|
6,956
|
|
||
Redeemable equity component of Convertible Notes
|
|
—
|
|
|
1,330
|
|
||
Equity:
|
|
|
|
|
||||
Preferred Stock, $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding at March 31, 2016 and at March 31, 2015
|
|
—
|
|
|
—
|
|
||
Common Stock, $0.01 par value, 135,000,000 shares authorized, 54,112,776 shares issued and 43,189,502 shares outstanding at March 31, 2016; 53,664,639 shares issued and 44,068,588 shares outstanding at March 31, 2015
|
|
541
|
|
|
537
|
|
||
Additional paid-in capital
|
|
452,097
|
|
|
525,967
|
|
||
Treasury stock at cost, 10,923,274 shares held as of March 31, 2016 and 9,596,051 shares held as of March 31, 2015
|
|
(439,800
|
)
|
|
(376,005
|
)
|
||
Retained earnings
|
|
1,097,642
|
|
|
997,376
|
|
||
Accumulated other comprehensive loss
|
|
(97,349
|
)
|
|
(108,975
|
)
|
||
Total EnerSys stockholders’ equity
|
|
1,013,131
|
|
|
1,038,900
|
|
||
Nonredeemable noncontrolling interests
|
|
5,304
|
|
|
5,540
|
|
||
Total equity
|
|
1,018,435
|
|
|
1,044,440
|
|
||
Total liabilities and equity
|
|
$
|
2,214,488
|
|
|
$
|
2,136,555
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
2,316,249
|
|
|
$
|
2,505,512
|
|
|
$
|
2,474,433
|
|
Cost of goods sold
|
|
1,704,472
|
|
|
1,864,601
|
|
|
1,844,813
|
|
|||
Gross profit
|
|
611,777
|
|
|
640,911
|
|
|
629,620
|
|
|||
Operating expenses
|
|
352,767
|
|
|
358,381
|
|
|
344,421
|
|
|||
Restructuring and other exit charges
|
|
12,978
|
|
|
11,436
|
|
|
27,326
|
|
|||
Impairment of goodwill, indefinite-lived intangibles and fixed assets
|
|
36,252
|
|
|
23,946
|
|
|
5,179
|
|
|||
Legal proceedings charge / (reversal of legal accrual, net of fees)
|
|
3,201
|
|
|
(16,233
|
)
|
|
58,184
|
|
|||
Gain on sale of facility
|
|
(3,420
|
)
|
|
—
|
|
|
—
|
|
|||
Operating earnings
|
|
209,999
|
|
|
263,381
|
|
|
194,510
|
|
|||
Interest expense
|
|
22,343
|
|
|
19,644
|
|
|
17,105
|
|
|||
Other (income) expense, net
|
|
5,719
|
|
|
(5,602
|
)
|
|
13,658
|
|
|||
Earnings before income taxes
|
|
181,937
|
|
|
249,339
|
|
|
163,747
|
|
|||
Income tax expense
|
|
50,113
|
|
|
67,814
|
|
|
16,980
|
|
|||
Net earnings
|
|
131,824
|
|
|
181,525
|
|
|
146,767
|
|
|||
Net (losses) earnings attributable to noncontrolling interests
|
|
(4,326
|
)
|
|
337
|
|
|
(3,561
|
)
|
|||
Net earnings attributable to EnerSys stockholders
|
|
$
|
136,150
|
|
|
$
|
181,188
|
|
|
$
|
150,328
|
|
Net earnings per common share attributable to EnerSys stockholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.08
|
|
|
$
|
3.97
|
|
|
$
|
3.17
|
|
Diluted
|
|
$
|
2.99
|
|
|
$
|
3.77
|
|
|
$
|
3.02
|
|
Dividends per common share
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
|
$
|
0.50
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
44,276,713
|
|
|
45,606,317
|
|
|
47,473,690
|
|
|||
Diluted
|
|
45,474,130
|
|
|
48,052,729
|
|
|
49,788,155
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings
|
|
$
|
131,824
|
|
|
$
|
181,525
|
|
|
$
|
146,767
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Net unrealized gain (loss) on derivative instruments, net of tax
|
|
483
|
|
|
2,158
|
|
|
(1,421
|
)
|
|||
Pension funded status adjustment, net of tax
|
|
1,858
|
|
|
(8,512
|
)
|
|
(2,038
|
)
|
|||
Foreign currency translation adjustment
|
|
8,035
|
|
|
(171,830
|
)
|
|
29,339
|
|
|||
Total other comprehensive income (loss), net of tax
|
|
10,376
|
|
|
(178,184
|
)
|
|
25,880
|
|
|||
Total comprehensive income
|
|
142,200
|
|
|
3,341
|
|
|
172,647
|
|
|||
Comprehensive loss attributable to noncontrolling interests
|
|
(5,576
|
)
|
|
(1,027
|
)
|
|
(4,871
|
)
|
|||
Comprehensive income attributable to EnerSys stockholders
|
|
$
|
147,776
|
|
|
$
|
4,368
|
|
|
$
|
177,518
|
|
(In Thousands)
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Paid-in
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
EnerSys
Stockholders’
Equity
|
|
Non-
redeemable
Non-
Controlling
Interests
|
|
Total
Equity
|
||||||||||||||||||
Balance at March 31, 2013
|
|
$
|
—
|
|
|
$
|
529
|
|
|
$
|
501,646
|
|
|
$
|
(100,776
|
)
|
|
$
|
727,347
|
|
|
$
|
40,655
|
|
|
$
|
1,169,401
|
|
|
$
|
5,882
|
|
|
$
|
1,175,283
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
16,742
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,742
|
|
|
—
|
|
|
16,742
|
|
|||||||||
Exercise of stock options (taxes paid related to net share settlement of equity awards), net
|
|
—
|
|
|
3
|
|
|
(7,873
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,870
|
)
|
|
—
|
|
|
(7,870
|
)
|
|||||||||
Tax benefit from stock options
|
|
—
|
|
|
—
|
|
|
1,612
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,612
|
|
|
—
|
|
|
1,612
|
|
|||||||||
Purchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,867
|
)
|
|
—
|
|
|
—
|
|
|
(69,867
|
)
|
|
—
|
|
|
(69,867
|
)
|
|||||||||
Purchase of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(2,866
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,866
|
)
|
|
—
|
|
|
(2,866
|
)
|
|||||||||
Debt conversion feature
|
|
—
|
|
|
—
|
|
|
(9,613
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,613
|
)
|
|
—
|
|
|
(9,613
|
)
|
|||||||||
Net earnings (excluding $3,536 of losses attributable to redeemable noncontrolling interests)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,328
|
|
|
—
|
|
|
150,328
|
|
|
(25
|
)
|
|
150,303
|
|
|||||||||
Dividends ($0.50 per common share)
|
|
—
|
|
|
—
|
|
|
606
|
|
|
—
|
|
|
(24,287
|
)
|
|
—
|
|
|
(23,681
|
)
|
|
—
|
|
|
(23,681
|
)
|
|||||||||
Redemption value adjustment attributable to redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,974
|
)
|
|
—
|
|
|
(4,974
|
)
|
|
—
|
|
|
(4,974
|
)
|
|||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Pension funded status adjustment (net of tax benefit of $26)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,038
|
)
|
|
(2,038
|
)
|
|
—
|
|
|
(2,038
|
)
|
|||||||||
Net unrealized gain (loss) on derivative instruments (net of tax benefit of $834)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,421
|
)
|
|
(1,421
|
)
|
|
—
|
|
|
(1,421
|
)
|
|||||||||
Foreign currency translation adjustment (excludes ($1,340) related to redeemable noncontrolling interests)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,649
|
|
|
30,649
|
|
|
30
|
|
|
30,679
|
|
|||||||||
Balance at March 31, 2014
|
|
$
|
—
|
|
|
$
|
532
|
|
|
$
|
500,254
|
|
|
$
|
(170,643
|
)
|
|
$
|
848,414
|
|
|
$
|
67,845
|
|
|
$
|
1,246,402
|
|
|
$
|
5,887
|
|
|
$
|
1,252,289
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
25,259
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,259
|
|
|
—
|
|
|
25,259
|
|
|||||||||
Exercise of stock options (taxes paid related to net share settlement of equity awards), net
|
|
—
|
|
|
5
|
|
|
(12,676
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,671
|
)
|
|
—
|
|
|
(12,671
|
)
|
|||||||||
Tax benefit from stock options
|
|
—
|
|
|
—
|
|
|
4,071
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,071
|
|
|
—
|
|
|
4,071
|
|
|||||||||
Purchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(205,362
|
)
|
|
—
|
|
|
—
|
|
|
(205,362
|
)
|
|
—
|
|
|
(205,362
|
)
|
|||||||||
Purchase of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
(119
|
)
|
|||||||||
Debt conversion feature
|
|
—
|
|
|
—
|
|
|
8,283
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,283
|
|
|
—
|
|
|
8,283
|
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||||
Net earnings (excluding $191 of earnings attributable to redeemable noncontrolling interests)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181,188
|
|
|
—
|
|
|
181,188
|
|
|
146
|
|
|
181,334
|
|
|||||||||
Dividends ($0.70 per common share)
|
|
—
|
|
|
—
|
|
|
779
|
|
|
—
|
|
|
(32,518
|
)
|
|
—
|
|
|
(31,739
|
)
|
|
—
|
|
|
(31,739
|
)
|
|||||||||
Redemption value adjustment attributable to redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
292
|
|
|
—
|
|
|
292
|
|
|
—
|
|
|
292
|
|
|||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Pension funded status adjustment (net of tax benefit of $3,250)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,512
|
)
|
|
(8,512
|
)
|
|
—
|
|
|
(8,512
|
)
|
|||||||||
Net unrealized gain (loss) on derivative instruments (net of tax expense of $1,266)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,158
|
|
|
2,158
|
|
|
—
|
|
|
2,158
|
|
|||||||||
Foreign currency translation adjustment (excludes ($990) related to redeemable noncontrolling interests)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(170,466
|
)
|
|
(170,466
|
)
|
|
(374
|
)
|
|
(170,840
|
)
|
|||||||||
Balance at March 31, 2015
|
|
$
|
—
|
|
|
$
|
537
|
|
|
$
|
525,967
|
|
|
$
|
(376,005
|
)
|
|
$
|
997,376
|
|
|
$
|
(108,975
|
)
|
|
$
|
1,038,900
|
|
|
$
|
5,540
|
|
|
$
|
1,044,440
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
19,603
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,603
|
|
|
—
|
|
|
19,603
|
|
|||||||||
Exercise of stock options (taxes paid related to net share settlement of equity awards), net
|
|
—
|
|
|
4
|
|
|
(15,209
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,205
|
)
|
|
—
|
|
|
(15,205
|
)
|
|||||||||
Tax benefit from stock options
|
|
—
|
|
|
—
|
|
|
4,291
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,291
|
|
|
—
|
|
|
4,291
|
|
|||||||||
Purchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178,244
|
)
|
|
—
|
|
|
—
|
|
|
(178,244
|
)
|
|
—
|
|
|
(178,244
|
)
|
|||||||||
Reissuance of treasury stock to Convertible Notes holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114,449
|
|
|
—
|
|
|
—
|
|
|
114,449
|
|
|
—
|
|
|
114,449
|
|
|||||||||
Adjustment to equity on debt extinguishment
|
|
—
|
|
|
—
|
|
|
(84,140
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84,140
|
)
|
|
—
|
|
|
(84,140
|
)
|
|||||||||
Debt conversion feature
|
|
—
|
|
|
—
|
|
|
1,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,330
|
|
|
—
|
|
|
1,330
|
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
(477
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(477
|
)
|
|
—
|
|
|
(477
|
)
|
|||||||||
Net earnings (excluding $4,272 of losses attributable to redeemable noncontrolling interests)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136,150
|
|
|
—
|
|
|
136,150
|
|
|
(54
|
)
|
|
136,096
|
|
|||||||||
Dividends ($0.70 per common share)
|
|
—
|
|
|
—
|
|
|
732
|
|
|
—
|
|
|
(31,612
|
)
|
|
—
|
|
|
(30,880
|
)
|
|
—
|
|
|
(30,880
|
)
|
|||||||||
Redemption value adjustment attributable to redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,272
|
)
|
|
—
|
|
|
(4,272
|
)
|
|
—
|
|
|
(4,272
|
)
|
|||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Pension funded status adjustment (net of tax expense of $587)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,858
|
|
|
1,858
|
|
|
—
|
|
|
1,858
|
|
|||||||||
Net unrealized gain (loss) on derivative instruments (net of tax expense of $277)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
483
|
|
|
483
|
|
|
—
|
|
|
483
|
|
|||||||||
Foreign currency translation adjustment (excludes ($1,068) related to redeemable noncontrolling interests)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,285
|
|
|
9,285
|
|
|
(182
|
)
|
|
9,103
|
|
|||||||||
Balance at March 31, 2016
|
|
$
|
—
|
|
|
$
|
541
|
|
|
$
|
452,097
|
|
|
$
|
(439,800
|
)
|
|
$
|
1,097,642
|
|
|
$
|
(97,349
|
)
|
|
$
|
1,013,131
|
|
|
$
|
5,304
|
|
|
$
|
1,018,435
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
131,824
|
|
|
$
|
181,525
|
|
|
$
|
146,767
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
55,994
|
|
|
57,040
|
|
|
53,972
|
|
|||
Non-cash restructuring charges
|
|
3,800
|
|
|
3,349
|
|
|
11,497
|
|
|||
(Gain) on disposition of equity interest in Altergy
/ write - off of investment in Altergy
|
|
—
|
|
|
(2,000
|
)
|
|
5,000
|
|
|||
Impairment of goodwill, indefinite-lived intangibles and fixed assets
|
|
36,252
|
|
|
23,946
|
|
|
5,179
|
|
|||
Derivatives not designated in hedging relationships:
|
|
|
|
|
|
|
||||||
Net losses (gains)
|
|
409
|
|
|
(972
|
)
|
|
188
|
|
|||
Cash proceeds (settlements)
|
|
648
|
|
|
654
|
|
|
(703
|
)
|
|||
Provision for doubtful accounts
|
|
4,749
|
|
|
1,125
|
|
|
907
|
|
|||
Deferred income taxes
|
|
(753
|
)
|
|
31,886
|
|
|
(49,748
|
)
|
|||
Reversal of legal accrual, net of fees - See Note 18
|
|
(799
|
)
|
|
(16,233
|
)
|
|
—
|
|
|||
Non-cash interest expense
|
|
2,794
|
|
|
9,546
|
|
|
8,826
|
|
|||
Stock-based compensation
|
|
19,603
|
|
|
25,259
|
|
|
16,742
|
|
|||
Gain on sale of facility
|
|
(4,348
|
)
|
|
—
|
|
|
—
|
|
|||
(Gain) loss on disposal of fixed assets
|
|
(114
|
)
|
|
8
|
|
|
(100
|
)
|
|||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
31,142
|
|
|
(13,250
|
)
|
|
(70,134
|
)
|
|||
Inventory
|
|
11,667
|
|
|
(10,153
|
)
|
|
8,144
|
|
|||
Prepaid and other current assets
|
|
4,751
|
|
|
(18,998
|
)
|
|
(7,669
|
)
|
|||
Other assets
|
|
(331
|
)
|
|
701
|
|
|
(1,347
|
)
|
|||
Accounts payable
|
|
12,178
|
|
|
(26,500
|
)
|
|
(14,979
|
)
|
|||
Accrued expenses
|
|
(4,739
|
)
|
|
(64,147
|
)
|
|
90,339
|
|
|||
Other liabilities
|
|
2,844
|
|
|
11,685
|
|
|
(9,260
|
)
|
|||
Net cash provided by operating activities
|
|
307,571
|
|
|
194,471
|
|
|
193,621
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(55,880
|
)
|
|
(63,625
|
)
|
|
(61,995
|
)
|
|||
Purchase of businesses, net of cash acquired
|
|
(35,439
|
)
|
|
—
|
|
|
(171,528
|
)
|
|||
Proceeds from sale of facility
|
|
9,179
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from disposition of equity interest in Altergy
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|||
Proceeds from disposal of property, plant, and equipment and other assets
|
|
1,217
|
|
|
2,009
|
|
|
1,518
|
|
|||
Net cash used in investing activities
|
|
(80,923
|
)
|
|
(59,616
|
)
|
|
(232,005
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Net increase (decrease) in short-term debt
|
|
4,233
|
|
|
(11,923
|
)
|
|
8,458
|
|
|||
Proceeds from revolving credit borrowings
|
|
355,800
|
|
|
372,700
|
|
|
251,900
|
|
|||
Repayments of revolving credit borrowings
|
|
(360,800
|
)
|
|
(322,700
|
)
|
|
(126,900
|
)
|
|||
Proceeds from long-term debt
|
|
300,000
|
|
|
150,000
|
|
|
—
|
|
|||
Payments of long-term debt
|
|
(7,500
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of Convertible Notes
|
|
(172,266
|
)
|
|
(234
|
)
|
|
—
|
|
|||
Deferred financing fees
|
|
(5,031
|
)
|
|
(1,076
|
)
|
|
(853
|
)
|
|||
Capital lease obligations and other
|
|
(127
|
)
|
|
(260
|
)
|
|
(404
|
)
|
|||
Option proceeds (taxes paid related to net share settlement of equity awards), net
|
|
(15,205
|
)
|
|
(12,671
|
)
|
|
(7,871
|
)
|
|||
Excess tax benefits from exercise of stock options and vesting of equity awards
|
|
4,291
|
|
|
4,071
|
|
|
1,612
|
|
|||
Purchase of treasury stock
|
|
(178,244
|
)
|
|
(205,362
|
)
|
|
(69,867
|
)
|
|||
Dividends paid to stockholders
|
|
(30,880
|
)
|
|
(31,739
|
)
|
|
(23,681
|
)
|
|||
Payment of deferred purchase consideration
|
|
—
|
|
|
—
|
|
|
(4,820
|
)
|
|||
Purchase of noncontrolling interests
|
|
—
|
|
|
(119
|
)
|
|
(6,012
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(105,729
|
)
|
|
(59,313
|
)
|
|
21,562
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
7,467
|
|
|
(46,724
|
)
|
|
7,577
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
128,386
|
|
|
28,818
|
|
|
(9,245
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
268,921
|
|
|
240,103
|
|
|
249,348
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
397,307
|
|
|
$
|
268,921
|
|
|
$
|
240,103
|
|
Level 1
|
|
Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
|
|
|
|
Level 2
|
|
Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
|
|
|
|
Level 3
|
|
Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.
|
•
|
Americas
, which includes North and South America, with segment headquarters in Reading, Pennsylvania, USA,
|
•
|
EMEA
, which includes Europe, the Middle East and Africa, with segment headquarters in Zug, Switzerland, and
|
•
|
Asia
, which includes Asia, Australia and Oceania, with segment headquarters in Singapore.
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Raw materials
|
|
$
|
84,198
|
|
|
$
|
82,954
|
|
Work-in-process
|
|
104,085
|
|
|
106,196
|
|
||
Finished goods
|
|
142,798
|
|
|
147,861
|
|
||
Total
|
|
$
|
331,081
|
|
|
$
|
337,011
|
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Land, buildings, and improvements
|
|
$
|
249,112
|
|
|
$
|
224,617
|
|
Machinery and equipment
|
|
570,394
|
|
|
546,513
|
|
||
Construction in progress
|
|
35,450
|
|
|
48,889
|
|
||
|
|
854,956
|
|
|
820,019
|
|
||
Less accumulated depreciation
|
|
(497,547
|
)
|
|
(463,165
|
)
|
||
Total
|
|
$
|
357,409
|
|
|
$
|
356,854
|
|
|
|
March 31,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
||||||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
$
|
98,245
|
|
|
$
|
(953
|
)
|
|
$
|
97,292
|
|
|
$
|
100,546
|
|
|
$
|
(953
|
)
|
|
$
|
99,593
|
|
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
65,963
|
|
|
(18,485
|
)
|
|
47,478
|
|
|
55,482
|
|
|
(12,377
|
)
|
|
43,105
|
|
||||||
Non-compete
|
|
2,856
|
|
|
(2,457
|
)
|
|
399
|
|
|
2,680
|
|
|
(2,155
|
)
|
|
525
|
|
||||||
Technology
|
|
18,494
|
|
|
(5,423
|
)
|
|
13,071
|
|
|
17,049
|
|
|
(3,642
|
)
|
|
13,407
|
|
||||||
Trademarks
|
|
2,004
|
|
|
(983
|
)
|
|
1,021
|
|
|
2,004
|
|
|
(898
|
)
|
|
1,106
|
|
||||||
Licenses
|
|
1,487
|
|
|
(1,090
|
)
|
|
397
|
|
|
1,482
|
|
|
(1,058
|
)
|
|
424
|
|
||||||
Total
|
|
$
|
189,049
|
|
|
$
|
(29,391
|
)
|
|
$
|
159,658
|
|
|
$
|
179,243
|
|
|
$
|
(21,083
|
)
|
|
$
|
158,160
|
|
|
|
Fiscal year ended March 31, 2016
|
||||||||||||||
|
|
Americas
|
|
EMEA
|
|
Asia
|
|
Total
|
||||||||
Balance at beginning of year
|
|
$
|
190,321
|
|
|
$
|
146,962
|
|
|
$
|
32,447
|
|
|
$
|
369,730
|
|
Goodwill acquired during the year
|
|
497
|
|
|
—
|
|
|
13,898
|
|
|
14,395
|
|
||||
Goodwill impairment charge
|
|
(29,578
|
)
|
|
(1,833
|
)
|
|
—
|
|
|
(31,411
|
)
|
||||
Reclassification of reporting unit
|
|
6,712
|
|
|
(6,712
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation adjustment
|
|
(1,755
|
)
|
|
2,975
|
|
|
(387
|
)
|
|
833
|
|
||||
Balance at end of year
|
|
$
|
166,197
|
|
|
$
|
141,392
|
|
|
$
|
45,958
|
|
|
$
|
353,547
|
|
|
|
Fiscal year ended March 31, 2015
|
||||||||||||||
|
|
Americas
|
|
EMEA
|
|
Asia
|
|
Total
|
||||||||
Balance at beginning of year
|
|
$
|
215,630
|
|
|
$
|
177,586
|
|
|
$
|
32,840
|
|
|
$
|
426,056
|
|
Adjustments related to the finalization of purchase accounting for fiscal 2014 acquisitions
|
|
(3,256
|
)
|
|
—
|
|
|
1,542
|
|
|
(1,714
|
)
|
||||
Goodwill impairment charge
|
|
(19,621
|
)
|
|
(750
|
)
|
|
—
|
|
|
(20,371
|
)
|
||||
Foreign currency translation adjustment
|
|
(2,432
|
)
|
|
(29,874
|
)
|
|
(1,935
|
)
|
|
(34,241
|
)
|
||||
Balance at end of year
|
|
$
|
190,321
|
|
|
$
|
146,962
|
|
|
$
|
32,447
|
|
|
$
|
369,730
|
|
|
|
March 31, 2016
|
||||||||||||||
|
|
Americas
|
|
EMEA
|
|
Asia
|
|
Total
|
||||||||
Gross carrying value
|
|
$
|
215,396
|
|
|
$
|
143,975
|
|
|
$
|
51,137
|
|
|
$
|
410,508
|
|
Accumulated goodwill impairment charges
|
|
(49,199
|
)
|
|
(2,583
|
)
|
|
(5,179
|
)
|
|
(56,961
|
)
|
||||
Net book value
|
|
$
|
166,197
|
|
|
$
|
141,392
|
|
|
$
|
45,958
|
|
|
$
|
353,547
|
|
|
|
March 31, 2015
|
||||||||||||||
|
|
Americas
|
|
EMEA
|
|
Asia
|
|
Total
|
||||||||
Gross carrying value
|
|
$
|
209,942
|
|
|
$
|
147,712
|
|
|
$
|
37,626
|
|
|
$
|
395,280
|
|
Accumulated goodwill impairment charges
|
|
(19,621
|
)
|
|
(750
|
)
|
|
(5,179
|
)
|
|
(25,550
|
)
|
||||
Net book value
|
|
$
|
190,321
|
|
|
$
|
146,962
|
|
|
$
|
32,447
|
|
|
$
|
369,730
|
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Prepaid non-income taxes
|
|
$
|
19,289
|
|
|
$
|
19,231
|
|
Prepaid income taxes
|
|
35,294
|
|
|
30,577
|
|
||
Non-trade receivables
|
|
2,876
|
|
|
4,050
|
|
||
Other
|
|
19,593
|
|
|
23,714
|
|
||
Total
|
|
$
|
77,052
|
|
|
$
|
77,572
|
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Payroll and benefits
|
|
$
|
48,470
|
|
|
$
|
47,323
|
|
Accrued selling expenses
|
|
32,759
|
|
|
31,269
|
|
||
Income taxes payable
|
|
17,345
|
|
|
17,721
|
|
||
Warranty
|
|
20,198
|
|
|
18,285
|
|
||
Freight
|
|
13,791
|
|
|
14,315
|
|
||
VAT and other non-income taxes
|
|
4,302
|
|
|
8,657
|
|
||
Deferred income
|
|
9,840
|
|
|
12,188
|
|
||
Restructuring
|
|
2,989
|
|
|
3,820
|
|
||
Interest
|
|
6,297
|
|
|
1,970
|
|
||
Pension
|
|
1,321
|
|
|
1,226
|
|
||
Other
|
|
43,184
|
|
|
36,488
|
|
||
Total
|
|
$
|
200,496
|
|
|
$
|
193,262
|
|
|
|
As of March 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Principal
|
|
Unamortized Issuance Costs
|
|
Principal
|
|
Unamortized Issuance Costs
|
||||||||
5.00% Senior Notes due 2023
|
|
$
|
300,000
|
|
|
$
|
4,370
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2011 Credit Facility, due 2018
|
|
312,500
|
|
|
1,909
|
|
|
325,000
|
|
|
2,615
|
|
||||
3.375% Convertible Notes, net of discount, due 2038
|
|
—
|
|
|
—
|
|
|
170,936
|
|
|
97
|
|
||||
|
|
$
|
612,500
|
|
|
$
|
6,279
|
|
|
$
|
495,936
|
|
|
$
|
2,712
|
|
Less: Unamortized issuance costs
|
|
6,279
|
|
|
|
|
2,712
|
|
|
|
||||||
Less: Current portion
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Long-term debt, net of unamortized issuance costs
|
|
$
|
606,221
|
|
|
|
|
$
|
493,224
|
|
|
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Principal
|
|
$
|
—
|
|
|
$
|
172,266
|
|
Unamortized discount
|
|
—
|
|
|
(1,330
|
)
|
||
Net carrying amount
|
|
$
|
—
|
|
|
$
|
170,936
|
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Pension
|
|
$
|
41,309
|
|
|
$
|
42,144
|
|
Warranty
|
|
28,224
|
|
|
21,525
|
|
||
Deferred income
|
|
6,007
|
|
|
6,564
|
|
||
Liability for uncertain tax benefits
|
|
2,176
|
|
|
3,796
|
|
||
Other
|
|
8,763
|
|
|
7,550
|
|
||
Total
|
|
$
|
86,479
|
|
|
$
|
81,579
|
|
|
|
Total Fair Value
Measurement March 31, 2016 |
|
Quoted Price in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Lead forward contracts
|
|
$
|
(499
|
)
|
|
$
|
—
|
|
|
$
|
(499
|
)
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
(988
|
)
|
|
—
|
|
|
(988
|
)
|
|
—
|
|
||||
Total derivatives
|
|
$
|
(1,487
|
)
|
|
$
|
—
|
|
|
$
|
(1,487
|
)
|
|
$
|
—
|
|
|
|
Total Fair Value
Measurement March 31, 2015 |
|
Quoted Price in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Lead forward contracts
|
|
$
|
(341
|
)
|
|
$
|
—
|
|
|
$
|
(341
|
)
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
4,155
|
|
|
—
|
|
|
4,155
|
|
|
—
|
|
||||
Total derivatives
|
|
$
|
3,814
|
|
|
$
|
—
|
|
|
$
|
3,814
|
|
|
$
|
—
|
|
|
|
March 31, 2016
|
|
|
|
March 31, 2015
|
|
|
||||||||||||||||
|
|
Carrying
Amount
|
|
|
|
Fair Value
|
|
|
|
Carrying
Amount
|
|
|
|
Fair Value
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
(1)
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
4,155
|
|
|
|
|
$
|
4,155
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Notes
(2)
|
|
300,000
|
|
|
|
|
288,000
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||
Convertible Notes
(2) (3)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
170,936
|
|
|
|
|
277,348
|
|
|
|
||||
Derivatives
(1)
|
|
$
|
1,487
|
|
|
|
|
$
|
1,487
|
|
|
|
|
$
|
341
|
|
|
|
|
$
|
341
|
|
|
|
(1)
|
Represents lead and foreign currency forward contracts (see Note 12 for asset and liability positions of the lead and foreign currency forward contracts at
March 31, 2016
and
March 31, 2015
).
|
(2)
|
The fair value amount of the Notes at
March 31, 2016
and the Convertible Notes at
March 31, 2015
represents the trading value of the instruments.
|
(3)
|
The carrying amount of the Convertible Notes at
March 31, 2015
represents the
$172,266
principal balance, less the unamortized debt discount (see Note 8 for further details).
|
|
|
Derivatives and Hedging Activities
Designated as Cash Flow Hedges
|
|
Derivatives and Hedging Activities
Not Designated as Hedging Instruments
|
||||||||||||
|
|
March 31, 2016
|
|
March 31, 2015
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||
Prepaid and other current assets
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
—
|
|
|
$
|
3,735
|
|
|
$
|
—
|
|
|
$
|
420
|
|
Total assets
|
|
$
|
—
|
|
|
$
|
3,735
|
|
|
$
|
—
|
|
|
$
|
420
|
|
Accrued expenses
|
|
|
|
|
|
|
|
|
||||||||
Lead hedge forward contracts
|
|
$
|
499
|
|
|
$
|
341
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
350
|
|
|
—
|
|
|
638
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
849
|
|
|
$
|
341
|
|
|
$
|
638
|
|
|
$
|
—
|
|
Derivatives Designated as Cash Flow Hedges
|
|
Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
|
|
Location of Gain
(Loss) Reclassified
from
AOCI into Income
(Effective Portion)
|
|
Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
||||
Lead hedge forward contracts
|
|
$
|
(3,361
|
)
|
|
Cost of goods sold
|
|
$
|
(11,085
|
)
|
Foreign currency forward contracts
|
|
(3,023
|
)
|
|
Cost of goods sold
|
|
3,941
|
|
||
Total
|
|
$
|
(6,384
|
)
|
|
|
|
$
|
(7,144
|
)
|
Derivatives Not Designated as Hedging Instruments
|
Location of Gain (Loss)
Recognized in Income
on Derivative
|
Pretax Gain (Loss)
|
||
Foreign currency forward contracts
|
Other (income) expense, net
|
$
|
(409
|
)
|
Total
|
|
$
|
(409
|
)
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
|
|
Location of Gain
(Loss) Reclassified
from
AOCI into Income
(Effective Portion)
|
|
Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
||||
Lead hedge forward contracts
|
|
$
|
(7,743
|
)
|
|
Cost of goods sold
|
|
$
|
(4,347
|
)
|
Foreign currency forward contracts
|
|
8,206
|
|
|
Cost of goods sold
|
|
1,386
|
|
||
Total
|
|
$
|
463
|
|
|
|
|
$
|
(2,961
|
)
|
Derivatives Not Designated as Hedging Instruments
|
Location of Gain (Loss)
Recognized in Income on Derivative |
Pretax Gain (Loss)
|
||
Foreign currency forward contracts
|
Other (income) expense, net
|
$
|
972
|
|
Total
|
|
$
|
972
|
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
|
|
Location of Gain
(Loss) Reclassified
from
AOCI into Income
(Effective Portion)
|
|
Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
||||
Lead hedge forward contracts
|
|
$
|
(1,562
|
)
|
|
Cost of goods sold
|
|
$
|
718
|
|
Foreign currency forward contracts
|
|
(682
|
)
|
|
Cost of goods sold
|
|
(707
|
)
|
||
Total
|
|
$
|
(2,244
|
)
|
|
|
|
$
|
11
|
|
Derivatives Not Designated as Hedging Instruments
|
Location of Gain (Loss)
Recognized in Income
on Derivative
|
Pretax Gain (Loss)
|
||
Foreign currency forward contracts
|
Other (income) expense, net
|
$
|
(188
|
)
|
Total
|
|
$
|
(188
|
)
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
29,082
|
|
|
$
|
12,299
|
|
|
$
|
41,256
|
|
State
|
|
4,750
|
|
|
3,044
|
|
|
2,845
|
|
|||
Foreign
|
|
17,034
|
|
|
20,585
|
|
|
22,627
|
|
|||
Total current
|
|
50,866
|
|
|
35,928
|
|
|
66,728
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(3,706
|
)
|
|
25,113
|
|
|
(18,410
|
)
|
|||
State
|
|
124
|
|
|
1,771
|
|
|
(4,088
|
)
|
|||
Foreign
|
|
2,829
|
|
|
5,002
|
|
|
(27,250
|
)
|
|||
Total deferred
|
|
(753
|
)
|
|
31,886
|
|
|
(49,748
|
)
|
|||
Income tax expense
|
|
$
|
50,113
|
|
|
$
|
67,814
|
|
|
$
|
16,980
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
64,235
|
|
|
$
|
76,327
|
|
|
$
|
47,753
|
|
Foreign
|
|
117,702
|
|
|
173,012
|
|
|
115,994
|
|
|||
Earnings before income taxes
|
|
$
|
181,937
|
|
|
$
|
249,339
|
|
|
$
|
163,747
|
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
1,450
|
|
|
$
|
907
|
|
Inventories
|
|
6,596
|
|
|
5,855
|
|
||
Net operating loss carryforwards
|
|
50,094
|
|
|
46,069
|
|
||
Accrued expenses
|
|
25,436
|
|
|
28,830
|
|
||
Other assets
|
|
22,551
|
|
|
21,279
|
|
||
Gross deferred tax assets
|
|
106,127
|
|
|
102,940
|
|
||
Less valuation allowance
|
|
(25,416
|
)
|
|
(20,063
|
)
|
||
Total deferred tax assets
|
|
80,711
|
|
|
82,877
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
25,302
|
|
|
23,851
|
|
||
Other intangible assets
|
|
65,879
|
|
|
65,432
|
|
||
Convertible Notes
|
|
—
|
|
|
30,012
|
|
||
Other liabilities
|
|
2,008
|
|
|
4,267
|
|
||
Total deferred tax liabilities
|
|
93,189
|
|
|
123,562
|
|
||
Net deferred tax liabilities
|
|
$
|
(12,478
|
)
|
|
$
|
(40,685
|
)
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States statutory income tax expense (at 35%)
|
|
$
|
63,678
|
|
|
$
|
87,269
|
|
|
$
|
57,311
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
||||||
State income taxes, net of federal effect
|
|
3,282
|
|
|
3,206
|
|
|
(647
|
)
|
|||
Nondeductible expenses, domestic manufacturing deduction and other
|
|
(3,796
|
)
|
|
8,666
|
|
|
5,124
|
|
|||
Goodwill impairment
|
|
6,475
|
|
|
5,194
|
|
|
1,760
|
|
|||
Effect of foreign operations
|
|
(25,788
|
)
|
|
(38,313
|
)
|
|
(26,037
|
)
|
|||
Valuation allowance
|
|
6,262
|
|
|
1,792
|
|
|
(20,531
|
)
|
|||
Income tax expense
|
|
$
|
50,113
|
|
|
$
|
67,814
|
|
|
$
|
16,980
|
|
March 31, 2013
|
$
|
16,485
|
|
Increases related to current year tax positions
|
207
|
|
|
Increases related to prior year tax positions
|
2,877
|
|
|
Decreases related to prior tax positions due to foreign currency translation
|
(68
|
)
|
|
Decreases related to prior year tax positions
|
(14,835
|
)
|
|
Lapse of statute of limitations
|
(923
|
)
|
|
March 31, 2014
|
3,743
|
|
|
Increases related to current year tax positions
|
3,241
|
|
|
Increases related to prior year tax positions
|
9
|
|
|
Decreases related to prior tax positions due to foreign currency translation
|
(85
|
)
|
|
Decreases related to prior year tax positions settled
|
(2,695
|
)
|
|
Lapse of statute of limitations
|
(101
|
)
|
|
March 31, 2015
|
4,112
|
|
|
Increases related to current year tax positions
|
422
|
|
|
Increases related to prior year tax positions
|
470
|
|
|
Decreases related to prior tax positions due to foreign currency translation
|
—
|
|
|
Decreases related to prior year tax positions
|
(2,315
|
)
|
|
Lapse of statute of limitations
|
(314
|
)
|
|
March 31, 2016
|
$
|
2,375
|
|
|
|
United States Plans
|
|
International Plans
|
||||||||||||||||||||
|
|
Fiscal year ended March 31,
|
|
Fiscal year ended March 31,
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
|
$
|
482
|
|
|
$
|
400
|
|
|
$
|
348
|
|
|
$
|
820
|
|
|
$
|
767
|
|
|
$
|
829
|
|
Interest cost
|
|
682
|
|
|
673
|
|
|
619
|
|
|
1,904
|
|
|
2,546
|
|
|
2,412
|
|
||||||
Expected return on plan assets
|
|
(855
|
)
|
|
(889
|
)
|
|
(796
|
)
|
|
(2,247
|
)
|
|
(2,248
|
)
|
|
(2,134
|
)
|
||||||
Amortization and deferral
|
|
481
|
|
|
319
|
|
|
479
|
|
|
1,249
|
|
|
688
|
|
|
56
|
|
||||||
Curtailment loss
|
|
313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
1,103
|
|
|
$
|
503
|
|
|
$
|
650
|
|
|
$
|
1,726
|
|
|
$
|
1,753
|
|
|
$
|
1,163
|
|
|
|
United States Plans
|
|
International Plans
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at the beginning of the period
|
|
$
|
18,059
|
|
|
$
|
15,290
|
|
|
$
|
72,091
|
|
|
$
|
69,227
|
|
Service cost
|
|
482
|
|
|
400
|
|
|
820
|
|
|
767
|
|
||||
Interest cost
|
|
682
|
|
|
673
|
|
|
1,904
|
|
|
2,546
|
|
||||
Plan amendments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid, inclusive of plan expenses
|
|
(912
|
)
|
|
(770
|
)
|
|
(1,944
|
)
|
|
(1,904
|
)
|
||||
Plan curtailments and settlements
|
|
(120
|
)
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
||||
Actuarial (gains) losses
|
|
(542
|
)
|
|
2,466
|
|
|
(4,144
|
)
|
|
14,198
|
|
||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
407
|
|
|
(12,689
|
)
|
||||
Benefit obligation at the end of the period
|
|
$
|
17,649
|
|
|
$
|
18,059
|
|
|
$
|
69,134
|
|
|
$
|
72,091
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at the beginning of the period
|
|
$
|
12,379
|
|
|
$
|
11,309
|
|
|
$
|
34,401
|
|
|
$
|
33,706
|
|
Actual return on plan assets
|
|
(124
|
)
|
|
1,051
|
|
|
(591
|
)
|
|
4,918
|
|
||||
Employer contributions
|
|
496
|
|
|
789
|
|
|
1,504
|
|
|
1,890
|
|
||||
Benefits paid, inclusive of plan expenses
|
|
(912
|
)
|
|
(770
|
)
|
|
(1,944
|
)
|
|
(1,904
|
)
|
||||
Plan curtailments and settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
(1,056
|
)
|
|
(4,155
|
)
|
||||
Fair value of plan assets at the end of the period
|
|
$
|
11,839
|
|
|
$
|
12,379
|
|
|
$
|
32,314
|
|
|
$
|
34,401
|
|
Funded status deficit
|
|
$
|
(5,810
|
)
|
|
$
|
(5,680
|
)
|
|
$
|
(36,820
|
)
|
|
$
|
(37,690
|
)
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Amounts recognized in the Consolidated Balance Sheets consist of:
|
|
|
|
|
||||
Accrued expenses
|
|
$
|
(1,321
|
)
|
|
$
|
(1,226
|
)
|
Other liabilities
|
|
(41,309
|
)
|
|
(42,144
|
)
|
||
|
|
$
|
(42,630
|
)
|
|
$
|
(43,370
|
)
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Amounts recorded in AOCI before taxes:
|
|
|
|
|
|
|
||||||
Prior service cost
|
|
$
|
(445
|
)
|
|
$
|
(800
|
)
|
|
$
|
(1,036
|
)
|
Net loss
|
|
(26,628
|
)
|
|
(28,734
|
)
|
|
(19,239
|
)
|
|||
Net amount recognized
|
|
$
|
(27,073
|
)
|
|
$
|
(29,534
|
)
|
|
$
|
(20,275
|
)
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Changes in plan assets and benefit obligations:
|
|
|
|
|
|
|
||||||
New prior service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
255
|
|
Net loss arising during the year
|
|
(988
|
)
|
|
13,831
|
|
|
2,262
|
|
|||
Effect of exchange rates on amounts included in AOCI
|
|
142
|
|
|
(3,565
|
)
|
|
920
|
|
|||
Amounts recognized as a component of net periodic benefit costs:
|
|
|
|
|
|
|
||||||
Amortization of prior service cost
|
|
(382
|
)
|
|
(101
|
)
|
|
(81
|
)
|
|||
Amortization or settlement recognition of net loss
|
|
(1,661
|
)
|
|
(906
|
)
|
|
(694
|
)
|
|||
Total recognized in other comprehensive income
|
|
$
|
(2,889
|
)
|
|
$
|
9,259
|
|
|
$
|
2,662
|
|
Prior service cost
|
$
|
(44
|
)
|
Net loss
|
(1,560
|
)
|
|
Net amount expected to be recognized
|
$
|
(1,604
|
)
|
|
|
|
|
United States Plans
|
|
International Plans
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
All defined benefit plans:
|
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligation
|
|
$
|
17,649
|
|
|
$
|
18,059
|
|
|
$
|
65,732
|
|
|
$
|
68,272
|
|
Unfunded defined benefit plans:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,272
|
|
|
$
|
28,984
|
|
Accumulated benefit obligation
|
|
—
|
|
|
—
|
|
|
28,875
|
|
|
27,768
|
|
||||
Defined benefit plans with a projected benefit obligation in excess of the fair value of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
17,649
|
|
|
$
|
18,059
|
|
|
$
|
69,134
|
|
|
$
|
72,091
|
|
Fair value of plan assets
|
|
11,839
|
|
|
12,379
|
|
|
32,314
|
|
|
34,401
|
|
||||
Defined benefit plans with an accumulated benefit obligation in excess of the fair value of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
17,649
|
|
|
$
|
18,059
|
|
|
$
|
69,134
|
|
|
$
|
72,091
|
|
Accumulated benefit obligation
|
|
17,649
|
|
|
18,059
|
|
|
65,732
|
|
|
68,272
|
|
||||
Fair value of plan assets
|
|
11,839
|
|
|
12,379
|
|
|
32,314
|
|
|
34,401
|
|
|
|
United States Plans
|
|
International Plans
|
|||||||||||
|
|
Fiscal year ended March 31,
|
|
Fiscal year ended March 31,
|
|||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
|
3.8
|
%
|
|
4.5
|
%
|
|
4.0
|
%
|
|
1.25-3.4%
|
|
3.0-4.6%
|
|
2.5-4.4%
|
Expected return on plan assets
|
|
7.0
|
|
|
7.8
|
|
|
7.8
|
|
|
3.2-6.5
|
|
4.4-7.0
|
|
4.0-7.0
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
1.5-3.75
|
|
2.0-4.0
|
|
2.0-4.0
|
|
|
United States Plans
|
|
International Plans
|
||||||
|
|
March 31,
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||
Discount rate
|
|
3.9
|
%
|
|
3.8
|
%
|
|
1.8-3.7%
|
|
1.25-3.4%
|
Expected return on plan assets
|
|
7.0
|
|
|
7.0
|
|
|
3.3-6.5
|
|
3.2-6.5
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
1.5-4.0
|
|
1.5-3.75
|
|
|
March 31, 2016
|
||||||||||||||||||||||||||||||
|
|
United States Plans
|
|
International Plans
|
||||||||||||||||||||||||||||
|
|
Total Fair
Value
Measurement
|
|
Quoted Price
In Active
Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total Fair
Value
Measurement
|
|
Quoted Price
In Active
Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||||||
Asset category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
|
$
|
928
|
|
|
$
|
928
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
US
(a)
|
|
7,324
|
|
|
7,324
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International
(b)
|
|
1,015
|
|
|
1,015
|
|
|
—
|
|
|
—
|
|
|
21,439
|
|
|
—
|
|
|
21,439
|
|
|
—
|
|
||||||||
Fixed income
(c)
|
|
2,572
|
|
|
2,572
|
|
|
—
|
|
|
—
|
|
|
10,875
|
|
|
—
|
|
|
10,875
|
|
|
—
|
|
||||||||
Total
|
|
$
|
11,839
|
|
|
$
|
11,839
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,314
|
|
|
$
|
—
|
|
|
$
|
32,314
|
|
|
$
|
—
|
|
|
|
March 31, 2015
|
||||||||||||||||||||||||||||||
|
|
United States Plans
|
|
International Plans
|
||||||||||||||||||||||||||||
|
|
Total Fair
Value
Measurement
|
|
Quoted Price
In Active
Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Fair Value
Measurement
|
|
Quoted Price
In Active
Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||||||
Asset category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
|
$
|
1,248
|
|
|
$
|
1,248
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
US
(a)
|
|
7,282
|
|
|
7,282
|
|
|
—
|
|
|
—
|
|
|
3,431
|
|
|
3,431
|
|
|
—
|
|
|
—
|
|
||||||||
International
(b)
|
|
1,075
|
|
|
1,075
|
|
|
—
|
|
|
—
|
|
|
18,646
|
|
|
18,646
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed income
(c)
|
|
2,774
|
|
|
2,774
|
|
|
—
|
|
|
—
|
|
|
12,324
|
|
|
12,324
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
|
$
|
12,379
|
|
|
$
|
12,379
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,401
|
|
|
$
|
34,401
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
US equities include companies that are well diversified by industry sector and equity style (i.e., growth and value strategies). Active and passive management strategies are employed. Investments are primarily in large capitalization stocks and, to a lesser extent, mid- and small-cap stocks.
|
(b)
|
International equities are invested in companies that are traded on exchanges outside the U.S. and are well diversified by industry sector, country and equity style. Active and passive strategies are employed. The vast majority of the investments are made in companies in developed markets with a small percentage in emerging markets.
|
(c)
|
Fixed income consists primarily of investment grade bonds from diversified industries.
|
|
Pension
Benefits
|
||
2017
|
$
|
2,703
|
|
2018
|
2,481
|
|
|
2019
|
2,751
|
|
|
2020
|
3,157
|
|
|
2021
|
3,526
|
|
|
Years 2022-2026
|
21,036
|
|
|
|
|
Shares outstanding as of March 31, 2013
|
47,840,204
|
|
Purchase of treasury stock
|
(1,191,145
|
)
|
Shares issued as part of equity-based compensation plans, net of equity awards surrendered for option price and taxes
|
293,067
|
|
Shares outstanding as of March 31, 2014
|
46,942,126
|
|
Purchase of treasury stock
|
(3,274,829
|
)
|
Shares issued as part of equity-based compensation plans, net of equity awards surrendered for option price and taxes
|
401,291
|
|
Shares outstanding as of March 31, 2015
|
44,068,588
|
|
Purchase of treasury stock
|
(3,216,654
|
)
|
Shares issued from treasury stock to settle conversion premium on Convertible Notes
|
1,889,431
|
|
Shares issued as part of equity-based compensation plans, net of equity awards surrendered for option price and taxes
|
448,137
|
|
Shares outstanding as of March 31, 2016
|
43,189,502
|
|
|
|
Beginning
Balance
|
|
Before Reclassifications
|
|
Amount Reclassified from AOCI
|
|
Ending
Balance
|
||||||||
March 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Pension funded status adjustment
|
|
$
|
(23,719
|
)
|
|
$
|
298
|
|
|
$
|
1,560
|
|
|
$
|
(21,861
|
)
|
Net unrealized gain (loss) on derivative instruments
|
|
(95
|
)
|
|
(4,027
|
)
|
|
4,510
|
|
|
388
|
|
||||
Foreign currency translation adjustment
|
|
(85,161
|
)
|
|
9,285
|
|
|
—
|
|
|
(75,876
|
)
|
||||
Accumulated other comprehensive loss
|
|
$
|
(108,975
|
)
|
|
$
|
5,556
|
|
|
$
|
6,070
|
|
|
$
|
(97,349
|
)
|
March 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Pension funded status adjustment
|
|
$
|
(15,207
|
)
|
|
$
|
(9,259
|
)
|
|
$
|
747
|
|
|
$
|
(23,719
|
)
|
Net unrealized gain (loss) on derivative instruments
|
|
(2,253
|
)
|
|
289
|
|
|
1,869
|
|
|
(95
|
)
|
||||
Foreign currency translation adjustment
|
|
85,305
|
|
|
(170,466
|
)
|
|
—
|
|
|
(85,161
|
)
|
||||
Accumulated other comprehensive loss
|
|
$
|
67,845
|
|
|
$
|
(179,436
|
)
|
|
$
|
2,616
|
|
|
$
|
(108,975
|
)
|
March 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Pension funded status adjustment
|
|
$
|
(13,169
|
)
|
|
$
|
(2,662
|
)
|
|
$
|
624
|
|
|
$
|
(15,207
|
)
|
Net unrealized (loss) on derivative instruments
|
|
(832
|
)
|
|
(1,414
|
)
|
|
(7
|
)
|
|
(2,253
|
)
|
||||
Foreign currency translation adjustment
|
|
54,656
|
|
|
30,649
|
|
|
—
|
|
|
85,305
|
|
||||
Accumulated other comprehensive income
|
|
$
|
40,655
|
|
|
$
|
26,573
|
|
|
$
|
617
|
|
|
$
|
67,845
|
|
Components of AOCI
|
|
Amounts Reclassified from AOCI
|
|
Location of (Gain) Loss Recognized on Income Statement
|
||
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
||
Net unrealized loss on derivative instruments
|
|
$
|
7,144
|
|
|
Cost of goods sold
|
Tax benefit
|
|
(2,634
|
)
|
|
|
|
Net unrealized loss on derivative instruments, net of tax
|
|
$
|
4,510
|
|
|
|
|
|
|
|
|
||
Defined benefit pension costs:
|
|
|
|
|
||
Prior service costs and deferrals
|
|
$
|
2,043
|
|
|
Net periodic benefit cost, included in cost of goods sold, operating expenses - See Note 14
|
Tax benefit
|
|
(483
|
)
|
|
|
|
Net periodic benefit cost, net of tax
|
|
$
|
1,560
|
|
|
|
Components of AOCI
|
|
Amounts Reclassified from AOCI
|
|
Location of (Gain) Loss Recognized on Income Statement
|
||
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
||
Net unrealized loss on derivative instruments
|
|
$
|
2,961
|
|
|
Cost of goods sold
|
Tax benefit
|
|
(1,092
|
)
|
|
|
|
Net unrealized loss on derivative instruments, net of tax
|
|
$
|
1,869
|
|
|
|
|
|
|
|
|
||
Defined benefit pension costs:
|
|
|
|
|
||
Prior service costs and deferrals
|
|
$
|
1,007
|
|
|
Net periodic benefit cost, included in cost of goods sold, operating expenses - See Note 14
|
Tax benefit
|
|
(260
|
)
|
|
|
|
Net periodic benefit cost, net of tax
|
|
$
|
747
|
|
|
|
|
|
||
Balance as of March 31, 2013
|
$
|
11,095
|
|
Net losses attributable to redeemable noncontrolling interests
|
(3,536
|
)
|
|
Redemption value adjustment
|
4,974
|
|
|
Purchase of subsidiary shares from redeemable noncontrolling interests
|
(3,146
|
)
|
|
Foreign currency translation adjustment
|
(1,340
|
)
|
|
Balance as of March 31, 2014
|
$
|
8,047
|
|
Net earnings attributable to redeemable noncontrolling interests
|
191
|
|
|
Redemption value adjustment
|
(292
|
)
|
|
Foreign currency translation adjustment
|
(990
|
)
|
|
Balance as of March 31, 2015
|
$
|
6,956
|
|
Net losses attributable to redeemable noncontrolling interests
|
(4,272
|
)
|
|
Redemption value adjustment
|
4,272
|
|
|
Other
|
109
|
|
|
Foreign currency translation adjustment
|
(1,068
|
)
|
|
Balance as of March 31, 2016
|
$
|
5,997
|
|
|
|
2016
|
|
2015
|
||
Risk-free interest rate
|
|
1.79
|
%
|
|
1.94
|
%
|
Dividend yield
|
|
1.02
|
%
|
|
1.00
|
%
|
Expected life (years)
|
|
6
|
|
|
6
|
|
Volatility
|
|
32.75
|
%
|
|
40.48
|
%
|
|
|
Number of
Options
|
|
Weighted-
Average
Remaining
Contract
Term (Years)
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|||||
Options outstanding as of March 31, 2013
|
|
77,986
|
|
|
2.5
|
|
$
|
14.76
|
|
|
$
|
2,404
|
|
Exercised
|
|
(11,813
|
)
|
|
|
|
14.72
|
|
|
537
|
|
||
Options outstanding as of March 31, 2014
|
|
66,173
|
|
|
1.4
|
|
$
|
14.77
|
|
|
$
|
3,608
|
|
Granted
|
|
76,512
|
|
|
|
|
69.85
|
|
|
—
|
|
||
Exercised
|
|
(39,868
|
)
|
|
|
|
14.50
|
|
|
1,819
|
|
||
Options outstanding as of March 31, 2015
|
|
102,817
|
|
|
7
|
|
$
|
55.86
|
|
|
$
|
1,291
|
|
Granted
|
|
127,966
|
|
|
|
|
68.40
|
|
|
—
|
|
||
Exercised
|
|
(11,986
|
)
|
|
|
|
14.64
|
|
|
639
|
|
||
Expired
|
|
(8,500
|
)
|
|
|
|
|
|
|
|
|
||
Options outstanding as of March 31, 2016
|
|
210,297
|
|
|
8.5
|
|
$
|
67.54
|
|
|
$
|
218
|
|
Options exercisable as of March 31, 2016
|
|
31,322
|
|
|
6.8
|
|
$
|
60.28
|
|
|
$
|
218
|
|
Options vested and expected to vest as of March 31, 2016
|
|
207,673
|
|
|
8.5
|
|
$
|
67.53
|
|
|
$
|
218
|
|
|
|
Options Outstanding
|
|||||||
Range of Exercise Prices
|
|
Number of
Options
|
|
Weighted-
Average
Remaining
Contractual Life
|
|
Weighted-
Average
Exercise Price
|
|||
$15.01-$20.00
|
|
5,819
|
|
|
1.1
|
|
$
|
18.33
|
|
$20.01-$69.85
|
|
204,478
|
|
|
8.7
|
|
$
|
68.94
|
|
|
|
210,297
|
|
|
8.5
|
|
$
|
67.54
|
|
|
|
2016
|
|
2015
|
||
Risk-free interest rate
|
|
1.00
|
%
|
|
0.87
|
%
|
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
Expected life (years)
|
|
3
|
|
|
3
|
|
Volatility
|
|
25.52
|
%
|
|
30.83
|
%
|
|
2014
|
|
Risk-free interest rate
|
0.52
|
%
|
Dividend yield
|
1.00
|
%
|
Expected life (years)
|
3
|
|
Volatility
|
33.89
|
%
|
|
|
Restricted Stock Units (RSU)
|
|
Performance Market Share Units and Market Share Units (MSU)
|
||||||||||
|
|
Number of
RSU
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Number of
MSU
|
|
Weighted-
Average
Grant Date
Fair Value
|
||||||
Non-vested awards as of March 31, 2015
|
|
502,223
|
|
|
$
|
45.30
|
|
|
616,188
|
|
|
$
|
55.75
|
|
Granted
|
|
149,822
|
|
|
66.66
|
|
|
212,635
|
|
|
59.94
|
|
||
Stock dividend
|
|
5,984
|
|
|
51.72
|
|
|
6,603
|
|
|
64.45
|
|
||
Performance factor
|
|
—
|
|
|
—
|
|
|
255,534
|
|
|
41.28
|
|
||
Vested
|
|
(137,636
|
)
|
|
46.15
|
|
|
(536,490
|
)
|
|
41.55
|
|
||
Canceled
|
|
(17,953
|
)
|
|
63.28
|
|
|
(5,524
|
)
|
|
63.33
|
|
||
Non-vested awards as of March 31, 2016
|
|
502,440
|
|
|
$
|
51.26
|
|
|
548,946
|
|
|
$
|
64.46
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings attributable to EnerSys stockholders
|
|
$
|
136,150
|
|
|
$
|
181,188
|
|
|
$
|
150,328
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
44,276,713
|
|
|
45,606,317
|
|
|
47,473,690
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
|
||||||
Common shares from exercise and lapse of equity awards, net of shares assumed reacquired
|
|
644,036
|
|
|
879,406
|
|
|
1,034,505
|
|
|||
Convertible Notes
|
|
553,381
|
|
|
1,567,006
|
|
|
1,279,960
|
|
|||
Diluted weighted-average number of common shares outstanding
|
|
45,474,130
|
|
|
48,052,729
|
|
|
49,788,155
|
|
|||
Basic earnings per common share attributable to EnerSys stockholders
|
|
$
|
3.08
|
|
|
$
|
3.97
|
|
|
$
|
3.17
|
|
Diluted earnings per common share attributable to EnerSys stockholders
|
|
$
|
2.99
|
|
|
$
|
3.77
|
|
|
$
|
3.02
|
|
Anti-dilutive equity awards not included in diluted weighted-average common shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Employee
Severance
|
|
Other
|
|
Total
|
||||||
Balance at March 31, 2013
|
|
$
|
1,738
|
|
|
$
|
221
|
|
|
$
|
1,959
|
|
Accrued
|
|
10,285
|
|
|
1,378
|
|
|
11,663
|
|
|||
Costs incurred
|
|
(4,966
|
)
|
|
(525
|
)
|
|
(5,491
|
)
|
|||
Foreign currency impact and other
|
|
255
|
|
|
28
|
|
|
283
|
|
|||
Balance at March 31, 2014
|
|
$
|
7,312
|
|
|
$
|
1,102
|
|
|
$
|
8,414
|
|
Accrued
|
|
6,140
|
|
|
843
|
|
|
6,983
|
|
|||
Costs incurred
|
|
(10,378
|
)
|
|
(803
|
)
|
|
(11,181
|
)
|
|||
Foreign currency impact and other
|
|
(108
|
)
|
|
(288
|
)
|
|
(396
|
)
|
|||
Balance at March 31, 2015
|
|
$
|
2,966
|
|
|
$
|
854
|
|
|
$
|
3,820
|
|
Accrued
|
|
8,859
|
|
|
419
|
|
|
9,278
|
|
|||
Accrual adjustments
|
|
—
|
|
|
(414
|
)
|
|
(414
|
)
|
|||
Costs incurred
|
|
(8,817
|
)
|
|
(872
|
)
|
|
(9,689
|
)
|
|||
Foreign currency impact and other
|
|
(44
|
)
|
|
38
|
|
|
(6
|
)
|
|||
Balance at March 31, 2016
|
|
$
|
2,964
|
|
|
$
|
25
|
|
|
$
|
2,989
|
|
|
|
||
Balance at March 31, 2013
|
$
|
42,591
|
|
Current year provisions
|
16,098
|
|
|
Costs incurred
|
(22,862
|
)
|
|
Fair value of warranty reserves of acquired businesses
|
2,817
|
|
|
Foreign currency translation adjustment
|
1,782
|
|
|
|
|
||
Balance at March 31, 2014
|
40,426
|
|
|
Current year provisions
|
18,413
|
|
|
Costs incurred
|
(16,015
|
)
|
|
Foreign currency translation adjustment
|
(3,014
|
)
|
|
|
|
||
Balance at March 31, 2015
|
39,810
|
|
|
Current year provisions
|
19,735
|
|
|
Costs incurred
|
(13,998
|
)
|
|
Foreign currency translation adjustment
|
2,875
|
|
|
|
|
||
Balance at March 31, 2016
|
$
|
48,422
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign exchange transaction (gains) losses
|
|
$
|
5,425
|
|
|
$
|
(5,011
|
)
|
|
$
|
5,845
|
|
(Gain) on disposition of equity interest in Altergy / write-off of investment in Altergy
|
|
—
|
|
|
(2,000
|
)
|
|
5,000
|
|
|||
Other
|
|
294
|
|
|
1,409
|
|
|
2,813
|
|
|||
Total
|
|
$
|
5,719
|
|
|
$
|
(5,602
|
)
|
|
$
|
13,658
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales by segment to unaffiliated customers
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
1,276,027
|
|
|
$
|
1,322,337
|
|
|
$
|
1,267,598
|
|
EMEA
|
|
787,402
|
|
|
948,845
|
|
|
966,152
|
|
|||
Asia
|
|
252,820
|
|
|
234,330
|
|
|
240,683
|
|
|||
Total net sales
|
|
$
|
2,316,249
|
|
|
$
|
2,505,512
|
|
|
$
|
2,474,433
|
|
Net sales by product line
|
|
|
|
|
|
|
||||||
Reserve power
|
|
$
|
1,109,154
|
|
|
$
|
1,252,637
|
|
|
$
|
1,234,538
|
|
Motive power
|
|
1,207,095
|
|
|
1,252,875
|
|
|
1,239,895
|
|
|||
Total net sales
|
|
$
|
2,316,249
|
|
|
$
|
2,505,512
|
|
|
$
|
2,474,433
|
|
Intersegment sales
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
32,984
|
|
|
$
|
29,987
|
|
|
$
|
33,951
|
|
EMEA
|
|
78,812
|
|
|
69,396
|
|
|
77,549
|
|
|||
Asia
|
|
23,590
|
|
|
33,786
|
|
|
29,428
|
|
|||
Total intersegment sales
(1)
|
|
$
|
135,386
|
|
|
$
|
133,169
|
|
|
$
|
140,928
|
|
Operating earnings
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
182,774
|
|
|
$
|
162,741
|
|
|
$
|
179,080
|
|
EMEA
|
|
75,666
|
|
|
109,861
|
|
|
84,902
|
|
|||
Asia
|
|
570
|
|
|
9,928
|
|
|
21,217
|
|
|||
Restructuring charges—Americas
|
|
(2,058
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring and other exit charges—EMEA
|
|
(9,501
|
)
|
|
(7,567
|
)
|
|
(27,078
|
)
|
|||
Restructuring charges—Asia
|
|
(1,419
|
)
|
|
(3,869
|
)
|
|
(248
|
)
|
|||
Impairment of goodwill and indefinite-lived intangibles—Americas
|
|
(32,999
|
)
|
|
(23,196
|
)
|
|
—
|
|
|||
Impairment of goodwill and fixed assets—EMEA
|
|
(3,253
|
)
|
|
(750
|
)
|
|
—
|
|
|||
Goodwill impairment charge—Asia
|
|
—
|
|
|
—
|
|
|
(5,179
|
)
|
|||
Legal proceedings (charge) / reversal of legal accrual, net of fees—Americas
|
|
799
|
|
|
16,233
|
|
|
(58,184
|
)
|
|||
Legal proceedings charge—EMEA
|
|
(4,000
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of facility—Asia
|
|
3,420
|
|
|
—
|
|
|
—
|
|
|||
Total operating earnings
(2)
|
|
$
|
209,999
|
|
|
$
|
263,381
|
|
|
$
|
194,510
|
|
Property, plant and equipment, net
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
177,720
|
|
|
$
|
168,274
|
|
|
$
|
155,988
|
|
EMEA
|
|
112,839
|
|
|
114,681
|
|
|
145,308
|
|
|||
Asia
|
|
66,850
|
|
|
73,899
|
|
|
68,870
|
|
|||
Total
|
|
$
|
357,409
|
|
|
$
|
356,854
|
|
|
$
|
370,166
|
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
39,127
|
|
|
$
|
34,768
|
|
|
$
|
24,641
|
|
EMEA
|
|
12,625
|
|
|
16,215
|
|
|
14,871
|
|
|||
Asia
|
|
4,128
|
|
|
12,642
|
|
|
22,483
|
|
|||
Total
|
|
$
|
55,880
|
|
|
$
|
63,625
|
|
|
$
|
61,995
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
31,070
|
|
|
$
|
30,724
|
|
|
$
|
26,596
|
|
EMEA
|
|
16,337
|
|
|
19,664
|
|
|
22,708
|
|
|||
Asia
|
|
8,587
|
|
|
6,652
|
|
|
4,668
|
|
|||
Total
|
|
$
|
55,994
|
|
|
$
|
57,040
|
|
|
$
|
53,972
|
|
(1)
|
Intersegment sales are presented on a cost-plus basis which takes into consideration the effect of transfer prices between legal entities.
|
(2)
|
The Company does not allocate interest expense or other (income) expense, net to the reportable segments.
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
Fiscal Year
|
||||||||||
Fiscal year ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
562,068
|
|
|
$
|
569,134
|
|
|
$
|
573,573
|
|
|
$
|
611,474
|
|
|
$
|
2,316,249
|
|
Gross profit
|
|
150,415
|
|
|
154,939
|
|
|
145,882
|
|
|
160,541
|
|
|
611,777
|
|
|||||
Operating earnings
(1)(3)(5)(6)
|
|
69,037
|
|
|
59,548
|
|
|
55,461
|
|
|
25,953
|
|
|
209,999
|
|
|||||
Net earnings
|
|
47,934
|
|
|
39,768
|
|
|
38,214
|
|
|
5,908
|
|
|
131,824
|
|
|||||
Net earnings attributable to EnerSys stockholders
|
|
48,387
|
|
|
40,025
|
|
|
38,478
|
|
|
9,260
|
|
|
136,150
|
|
|||||
Net earnings per common share attributable to EnerSys stockholders—basic
|
|
$
|
1.09
|
|
|
$
|
0.89
|
|
|
$
|
0.87
|
|
|
$
|
0.21
|
|
|
$
|
3.08
|
|
Net earnings per common share attributable to EnerSys stockholders—diluted
|
|
$
|
1.03
|
|
|
$
|
0.87
|
|
|
$
|
0.86
|
|
|
$
|
0.21
|
|
|
$
|
2.99
|
|
Fiscal year ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
634,110
|
|
|
$
|
629,927
|
|
|
$
|
611,578
|
|
|
$
|
629,897
|
|
|
$
|
2,505,512
|
|
Gross profit
|
|
162,577
|
|
|
162,540
|
|
|
157,265
|
|
|
158,529
|
|
|
640,911
|
|
|||||
Operating earnings
(2)(4)(6)
|
|
71,689
|
|
|
80,053
|
|
|
68,683
|
|
|
42,956
|
|
|
263,381
|
|
|||||
Net earnings
|
|
49,115
|
|
|
56,550
|
|
|
49,331
|
|
|
26,529
|
|
|
181,525
|
|
|||||
Net earnings attributable to EnerSys stockholders
|
|
49,169
|
|
|
56,316
|
|
|
49,252
|
|
|
26,451
|
|
|
181,188
|
|
|||||
Net earnings per common share attributable to EnerSys stockholders—basic
|
|
$
|
1.05
|
|
|
$
|
1.22
|
|
|
$
|
1.09
|
|
|
$
|
0.60
|
|
|
$
|
3.97
|
|
Net earnings per common share attributable to EnerSys stockholders—diluted
|
|
$
|
0.99
|
|
|
$
|
1.16
|
|
|
$
|
1.04
|
|
|
$
|
0.57
|
|
|
$
|
3.77
|
|
(1)
|
Included in Operating earnings were restructuring and other exit charges of
$1,218
,
$2,629
,
$3,204
and
$5,927
for the first, second, third and fourth quarters of
fiscal 2016
, respectively.
|
(2)
|
Included in Operating earnings were restructuring and other exit charges of
$1,829
,
$1,810
,
$2,437
and
$5,360
for the first, second, third and fourth quarters of
fiscal 2015
, respectively.
|
(3)
|
Included in Operating earnings for the fourth quarter of
fiscal 2016
was a charge relating to the impairment of goodwill, indefinite-lived intangibles and fixed assets for
$36,252
.
|
(4)
|
Included in Operating earnings for the fourth quarter of
fiscal 2015
was a charge relating to the impairment of goodwill and other indefinite-lived intangibles for
$23,946
.
|
(5)
|
Included in Operating earnings for the first quarter of
fiscal 2016
was a gain on sale of facility of
$4,348
and in the fourth quarter of
fiscal 2016
, charges relating to the same of
$928
.
|
(6)
|
Included in Operating earnings for the second quarter of
fiscal 2016
was a legal proceedings charge of
$3,201
. During the second quarter of
fiscal 2015
, the Company reversed
$16,233
, net of professional fees upon final settlement of a legal matter.
|
|
|
Balance at
Beginning of Period |
|
Additions
Charged to Expense |
|
Charge-Offs
|
|
Purchase
Accounting Adjustments |
|
Other
(1)
|
|
Balance at
End of Period |
||||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fiscal year ended March 31, 2014
|
|
$
|
9,292
|
|
|
$
|
907
|
|
|
$
|
(963
|
)
|
|
$
|
—
|
|
|
$
|
210
|
|
|
$
|
9,446
|
|
Fiscal year ended March 31, 2015
|
|
9,446
|
|
|
1,125
|
|
|
(2,315
|
)
|
|
—
|
|
|
(694
|
)
|
|
7,562
|
|
||||||
Fiscal year ended March 31, 2016
|
|
7,562
|
|
|
4,749
|
|
|
(649
|
)
|
|
—
|
|
|
(269
|
)
|
|
11,393
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for inventory valuation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fiscal year ended March 31, 2014
|
|
$
|
17,372
|
|
|
$
|
5,944
|
|
|
$
|
(3,283
|
)
|
|
$
|
—
|
|
|
$
|
283
|
|
|
$
|
20,316
|
|
Fiscal year ended March 31, 2015
|
|
20,316
|
|
|
9,306
|
|
|
(7,707
|
)
|
|
—
|
|
|
(1,673
|
)
|
|
20,242
|
|
||||||
Fiscal year ended March 31, 2016
|
|
20,242
|
|
|
10,052
|
|
|
(6,534
|
)
|
|
—
|
|
|
(190
|
)
|
|
23,570
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred tax asset—valuation allowance:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fiscal year ended March 31, 2014
|
|
$
|
54,542
|
|
|
$
|
6,951
|
|
|
$
|
(27,269
|
)
|
|
$
|
327
|
|
|
$
|
(10,968
|
)
|
|
$
|
23,583
|
|
Fiscal year ended March 31, 2015
|
|
23,583
|
|
|
4,222
|
|
|
(3,796
|
)
|
|
(327
|
)
|
|
(3,619
|
)
|
|
20,063
|
|
||||||
Fiscal year ended March 31, 2016
|
|
20,063
|
|
|
6,670
|
|
|
(361
|
)
|
|
—
|
|
|
(956
|
)
|
|
25,416
|
|
(1)
|
Primarily the impact of currency changes.
|
(2)
|
In fiscal 2016, "other" was primarily the impact of currency changes. In fiscal 2015 and 2014, "Other" also included the reversal of deferred tax accounts and related valuation allowance upon the sale of certain foreign subsidiaries of the Company. In fiscal 2014, there was also an adjustment relating to the net operating losses of a foreign subsidiary of the Company and the related valuation allowance.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
/s/ David M. Shaffer
|
|
/s/ Michael J. Schmidtlein
|
David M. Shaffer
Chief Executive Officer
|
|
Michael J. Schmidtlein
Chief Financial Officer
|
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 RELATED STOCKHOLDER MATTERS
|
|
|
Equity Compensation Plan Information
|
||||||||||||
Plan Category
|
|
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants
and rights
(a)
|
|
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
|
|
Number of
securities
remaining available
for future issuance
under equity
compensation plans
(excluding
securities reflected
in column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
|
1,517,217
|
|
|
(1)
|
|
$
|
67.53
|
|
|
(2)
|
|
1,327,427
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Total
|
|
1,517,217
|
|
|
|
|
$
|
67.53
|
|
|
|
|
1,327,427
|
|
(1)
|
Assumes a 200% payout of market share units and performance market share units.
|
(2)
|
Awards of restricted stock units, market share units, performance market share units and deferred stock units and stock units held in both the EnerSys Voluntary Deferred Compensation Plan for Non-Employee Directors and the EnerSys Voluntary Deferred Compensation Plan for Executives were not included in calculating the weighted-average exercise price as they will be settled in shares of common stock for no consideration.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Exhibit Number
|
|
Description of Exhibit
|
3.1
|
|
Fifth Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to EnerSys’ Registration Statement on Form S-1 (File No. 001-32253) filed on February 6, 2013).
|
|
|
|
3.2
|
|
Second Amended and Restated Bylaws (incorporated by reference to Exhibits 3.3 to EnerSys’ Quarterly Report on Form 10-Q for the period ended September 30, 2014 (File No. 001-32253) filed on November 5, 2014).
|
|
|
|
4.1
|
|
Indenture, dated as of May 28, 2008, between EnerSys and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on May 28, 2008).
|
|
|
|
4.2
|
|
Indenture, dated as of April 23, 2015, among EnerSys, the Guarantors party thereto and MUFG Union Bank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to EnerSys’ Current Report on Form 8-K (File No. 00-32253) filed on April 23, 2015).
|
|
|
|
4.3
|
|
First Supplemental Indenture, dated as of April 23, 2015, among EnerSys, the Guarantors party thereto and MUFG Union Bank, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to EnerSys’ Current Report on Form 8-K (File No. 00-32253) filed on April 23, 2015).
|
|
|
|
4.4
|
|
Form of 5.00% Senior Note due 2023 (incorporated by reference to Exhibit 4.2 to EnerSys’ Current Report on Form 8-K (File No. 00-32253) filed on April 23, 2015).
|
|
|
|
10.1
|
|
Amended and Restated Credit Agreement, dated as of July 8, 2014, among EnerSys, Bank of America, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, RB International Finance (USA) LLC and PNC Bank, National Association, as Co-Documentation Agents and Co-Managers and the various lending institutions party thereto (incorporated by reference to Annex A to Exhibit 10.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on July 8, 2014).
|
|
|
|
10.2
|
|
Incremental Commitment Agreement, dated July 8, 2014, among EnerSys and certain financial institutions (incorporated by reference to Exhibit 10.2 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on July 8, 2014).
|
|
|
|
10.3
|
|
Stock Subscription Agreement, dated March 22, 2002, among EnerSys Holdings Inc., Morgan Stanley Dean Witter Capital Partners IV, L.P., Morgan Stanley Dean Witter Capital Investors IV, L.P., MSDW IV 892 Investors, L.P., Morgan Stanley Global Emerging Markets Private Investment Fund, L.P. and Morgan Stanley Global Emerging Markets Private Investors, L.P. (incorporated by reference to Exhibit 10.27 to Amendment No. 3 to EnerSys’ Registration Statement on Form S-1 (File No. 333-115553) filed on July 13, 2004).
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
10.4
|
|
Employment Agreement, dated November 9, 2000, between Yuasa, Inc. and John D. Craig and letter of amendment thereto (incorporated by reference to Exhibit 10.2 to EnerSys’ Registration Statement on Form S-1 (File No. 333-115553) filed on May 17, 2004).
|
|
|
|
10.5
|
|
Side Letter to Employment Agreement, dated October 30, 2014, between EnerSys and John D. Craig (incorporated by reference to Exhibit 10.4 to EnerSys' Quarterly Report on Form 10-Q for the period ended September 28, 2014 (File No. 001-32253) filed on November 5, 2014).
|
|
|
|
10.6
|
|
Consulting Agreement with Richard W. Zuidema (incorporated by reference to Exhibit 10.3 to EnerSys Quarterly Report on Form 10-Q for the period ended September 27, 2015 (File No. 001-32253) filed on November 2, 2015).
|
|
|
|
10.7
|
|
Form of Severance Agreement, (incorporated by reference to Exhibit 10.37 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 28, 2013).
|
|
|
|
10.8
|
|
Employment Offer Letter, dated October 20, 2014, of EnerSys Delaware Inc. to David M. Shaffer (incorporated by reference to Exhibit 10.5 to EnerSys' Quarterly Report on Form 10-Q for the period ended September 28, 2014 (File No. 001-32253) filed on November 5, 2014).
|
|
|
|
10.9
|
|
EnerSys 2013 Management Incentive Plan (incorporated by reference to Appendix A to EnerSys’ Definitive Proxy Statement on Schedule 14A (File No. 001-32253) filed on June 27, 2013).
|
|
|
|
10.10
|
|
Form of Stock Option Agreement (six-month vesting) (incorporated by reference to Exhibit 10.31 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2008 (File No. 001-32253) filed on June 1, 2009).
|
|
|
|
10.11
|
|
Form of 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.24 to Amendment No. 3 to EnerSys’ Registration Statement on Form S-1 (File No. 333-115553) filed on July 13, 2004).
|
|
|
|
10.12
|
|
EnerSys Amended and Restated 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to EnerSys Annual Report on Form 10-K (File No. 001-32253) filed on June 11, 2008).
|
|
|
|
10.13
|
|
EnerSys Management Incentive Plan for fiscal year 2008 (incorporated by reference to Exhibit 10.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on April 2, 2007).
|
|
|
|
10.14
|
|
Second Amended and Restated EnerSys 2010 Equity Incentive Plan (filed herewith).
|
|
|
|
10.15
|
|
EnerSys Voluntary Deferred Compensation Plan for Executives as amended August 5, 2010, and May 26, 2011 (incorporated by reference to Exhibit 10.23 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 31, 2011).
|
|
|
|
10.16
|
|
Form of Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.26 to Amendment No. 3 to EnerSys’ Registration Statement on Form S-1 (File No. 333-115553) filed on July 13, 2004).
|
|
|
|
10.17
|
|
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on December 9, 2005).
|
|
|
|
10.18
|
|
Form of Stock Option Agreement (four-year vesting) (incorporated by reference to Exhibit 10.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on May 23, 2007).
|
|
|
|
10.19
|
|
Form of Stock Option Agreement (three-year vesting) (incorporated by reference to Exhibit 10.2 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on May 6, 2008).
|
|
|
|
10.20
|
|
Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on May 23, 2007).
|
|
|
|
10.21
|
|
Form of Restricted Stock Unit Agreement – Non-Employee Directors (incorporated by reference to Exhibit 10.29 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on June 1, 2009).
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
10.22
|
|
Form of Restricted Stock Unit Agreement – Employees – 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.30 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on June 1, 2010).
|
|
|
|
10.23
|
|
Form of Market Share Restricted Stock Unit Agreement – Employees (incorporated by reference to Exhibit 10.31 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on June 1, 2010).
|
|
|
|
10.24
|
|
Form of Market Share Restricted Stock Unit Agreement – Employees – 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.32 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 31, 2011).
|
|
|
|
10.25
|
|
Form of Restricted Stock Unit Agreement – Employees and Senior Executives – 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.33 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 31, 2011).
|
|
|
|
10.26
|
|
Form of Restricted Stock Unit Agreement – Employees – 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.31 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 31, 2011).
|
|
|
|
10.27
|
|
Form of Deferred Stock Unit Agreement – Non-Employee Directors – 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.35 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 31, 2011).
|
|
|
|
10.28
|
|
Form of Restricted Stock Unit Agreement – Employees – 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.39 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2013 (File No. 001-32253) filed on May 28, 2013).
|
|
|
|
10.29
|
|
Form of Market Share Restricted Stock Unit Agreement – Employees – 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.39 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2013 (File No. 001-32253) filed on May 28, 2013).
|
|
|
|
10.30
|
|
Form of Stock Option Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.32 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2014 (File No. 001-32253) filed on May 28, 2014).
|
|
|
|
10.31
|
|
Form of Stock Option Agreement - Senior Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.33 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2014 (File No. 001-32253) filed on May 28, 2014).
|
|
|
|
10.32
|
|
Form of Restricted Stock Unit Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.34 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2014 (File No. 001-32253) filed on May 28, 2014).
|
|
|
|
10.33
|
|
Form of Market Share Unit Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.35 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2014 (File No. 001-32253) filed on May 28, 2014).
|
|
|
|
10.34
|
|
Form of Market Share Unit Agreement - Senior Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.37 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2014 (File No. 001-32253) filed on May 28, 2014).
|
|
|
|
10.35
|
|
Form of Indemnification Agreement - Directors and Officers (incorporated by reference to Exhibit 10.36 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2014 (File No. 001-32253) filed on May 28, 2014).
|
|
|
|
10.36
|
|
Form of Stock Option Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.42 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
10.37
|
|
Form of Stock Option Agreement - Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.43 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
10.38
|
|
Form of Stock Option Agreement - Senior Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.44 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
10.39
|
|
Form of Restricted Stock Unit Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.45 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
10.40
|
|
Form of Market Share Unit Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.46 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
10.41
|
|
Form of Market Share Unit Agreement - Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.47 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
10.42
|
|
Form of Market Share Unit Agreement - Senior Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.48 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
10.43
|
|
Form of Fifth Amendment to Credit Agreement, dated as of November 23, 2015, among EnerSys, various lenders and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to EnerSys Quarterly Report on Form 10-Q for the period ended December 27, 2015 (File No. 001-32253) filed on January 28, 2016).
|
|
|
|
10.44
|
|
Form of Market Share Unit Agreement - Senior Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to EnerSys Quarterly Report on Form 10-Q for the period ended September 27, 2015 (File No. 001-32253) filed on November 2, 2016).
|
|
|
|
10.45
|
|
Form of Stock Option Agreement - Senior Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to EnerSys Quarterly Report on Form 10-Q for the period ended September 27, 2015 (File No. 001-32253) filed on November 2, 2016).
|
|
|
|
10.46
|
|
Form of Stock Option Agreement - Employees - 2010 Equity Incentive Plan (filed herewith).
|
|
|
|
10.47
|
|
Form of Restricted Stock Unit Agreement - Employees - 2010 Equity Incentive Plan (filed herewith).
|
|
|
|
10.48
|
|
Form of Performance Share Unit Agreement - Employees - 2010 Equity Incentive Plan (filed herewith).
|
|
|
|
10.49
|
|
Employment Agreement, dated December 21, 2015, between EH Europe GmbH and Holger P. Aschke (filed herewith).
|
|
|
|
11.1
|
|
Statement regarding Computation of Per Share Earnings.*
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges (filed herewith).
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant (filed herewith).
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP (filed herewith).
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) Under the Securities Exchange Act of 1934 (filed herewith).
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) Under the Securities Exchange Act of 1934 (filed herewith).
|
Exhibit Number
|
|
Description of Exhibit
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Document
|
*
|
Information required to be presented in Exhibit 11 is provided in Note 17 of Notes to Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K.
|
|
|
ENERSYS
|
||
|
|
|
||
|
|
By
|
|
David M. Shaffer
|
May 31, 2016
|
|
|
|
David M. Shaffer
Chief Executive Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
||
/s/ DAVID M. SHAFFER
|
|
Chief Executive Officer
|
|
May 31, 2016
|
David M. Shaffer
|
|
|
||
|
|
|
||
/s/ MICHAEL J. SCHMIDTLEIN
|
|
Chief Financial Officer
|
|
May 31, 2016
|
Michael J. Schmidtlein
|
|
|
||
|
|
|
||
/s/ KERRY M. KANE
|
|
Vice President and Corporate Controller (Principal Accounting Officer)
|
|
May 31, 2016
|
Kerry M. Kane
|
|
|
||
|
|
|
||
/s/ HWAN-YOON F. CHUNG
|
|
Director
|
|
May 31, 2016
|
Hwan-yoon F. Chung
|
|
|
|
|
|
|
|
|
|
/s/ HOWARD I. HOFFEN
|
|
Director
|
|
May 31, 2016
|
Howard I. Hoffen
|
|
|
||
|
|
|
||
/s/ ARTHUR T. KATSAROS
|
|
Director
|
|
May 31, 2016
|
Arthur T. Katsaros
|
|
|
||
|
|
|
|
|
/s/ JOHN F. LEHMAN
|
|
Director
|
|
May 31, 2016
|
John F. Lehman
|
|
|
|
|
|
|
|
||
/s/ GENERAL ROBERT MAGNUS, USMC (RETIRED)
|
|
Director
|
|
May 31, 2016
|
General Robert Magnus, USMC (Retired)
|
|
|
|
|
|
|
|
||
/s/ DENNIS S. MARLO
|
|
Director
|
|
May 31, 2016
|
Dennis S. Marlo
|
|
|
|
|
|
|
|
||
/s/ JOSEPH C. MUSCARI
|
|
Director
|
|
May 31, 2016
|
Joseph C. Muscari
|
|
|
|
|
|
|
|
|
|
/s/ PAUL J. TUFANO
|
|
Director
|
|
May 31, 2016
|
Paul J. Tufano
|
|
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
3.1
|
|
Fifth Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to EnerSys’ Registration Statement on Form S-1 (File No. 001-32253) filed on February 6, 2013).
|
|
|
|
3.2
|
|
Second Amended and Restated Bylaws (incorporated by reference to Exhibits 3.3 to EnerSys’ Quarterly Report on Form 10-Q for the period ended September 30, 2014 (File No. 001-32253) filed on November 5, 2014).
|
|
|
|
4.1
|
|
Indenture, dated as of May 28, 2008, between EnerSys and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on May 28, 2008).
|
|
|
|
4.2
|
|
Indenture, dated as of April 23, 2015, among EnerSys, the Guarantors party thereto and MUFG Union Bank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to EnerSys’ Current Report on Form 8-K (File No. 00-32253) filed on April 23, 2015).
|
|
|
|
4.3
|
|
First Supplemental Indenture, dated as of April 23, 2015, among EnerSys, the Guarantors party thereto and MUFG Union Bank, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to EnerSys’ Current Report on Form 8-K (File No. 00-32253) filed on April 23, 2015).
|
|
|
|
4.4
|
|
Form of 5.00% Senior Note due 2023 (incorporated by reference to Exhibit 4.2 to EnerSys’ Current Report on Form 8-K (File No. 00-32253) filed on April 23, 2015).
|
|
|
|
10.1
|
|
Amended and Restated Credit Agreement, dated as of July 8, 2014, among EnerSys, Bank of America, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, RB International Finance (USA) LLC and PNC Bank, National Association, as Co-Documentation Agents and Co-Managers and the various lending institutions party thereto (incorporated by reference to Annex A to Exhibit 10.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on July 8, 2014).
|
|
|
|
10.2
|
|
Incremental Commitment Agreement, dated July 8, 2014, among EnerSys and certain financial institutions (incorporated by reference to Exhibit 10.2 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on July 8, 2014).
|
|
|
|
10.3
|
|
Stock Subscription Agreement, dated March 22, 2002, among EnerSys Holdings Inc., Morgan Stanley Dean Witter Capital Partners IV, L.P., Morgan Stanley Dean Witter Capital Investors IV, L.P., MSDW IV 892 Investors, L.P., Morgan Stanley Global Emerging Markets Private Investment Fund, L.P. and Morgan Stanley Global Emerging Markets Private Investors, L.P. (incorporated by reference to Exhibit 10.27 to Amendment No. 3 to EnerSys’ Registration Statement on Form S-1 (File No. 333-115553) filed on July 13, 2004).
|
|
|
|
10.4
|
|
Employment Agreement, dated November 9, 2000, between Yuasa, Inc. and John D. Craig and letter of amendment thereto (incorporated by reference to Exhibit 10.2 to EnerSys’ Registration Statement on Form S-1 (File No. 333-115553) filed on May 17, 2004).
|
|
|
|
10.5
|
|
Side Letter to Employment Agreement, dated October 30, 2014, between EnerSys and John D. Craig (incorporated by reference to Exhibit 10.4 to EnerSys' Quarterly Report on Form 10-Q for the period ended September 28, 2014 (File No. 001-32253) filed on November 5, 2014).
|
|
|
|
10.6
|
|
Consulting Agreement with Richard W. Zuidema (incorporated by reference to Exhibit 10.3 to EnerSys Quarterly Report on Form 10-Q for the period ended September 27, 2015 (File No. 001-32253) filed on November 2, 2015).
|
|
|
|
10.7
|
|
Form of Severance Agreement, (incorporated by reference to Exhibit 10.37 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 28, 2013).
|
|
|
|
10.8
|
|
Employment Offer Letter, dated October 20, 2014, of EnerSys Delaware Inc. to David M. Shaffer (incorporated by reference to Exhibit 10.5 to EnerSys' Quarterly Report on Form 10-Q for the period ended September 28, 2014 (File No. 001-32253) filed on November 5, 2014).
|
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
10.9
|
|
EnerSys 2013 Management Incentive Plan (incorporated by reference to Appendix A to EnerSys’ Definitive Proxy Statement on Schedule 14A (File No. 001-32253) filed on June 27, 2013).
|
|
|
|
10.10
|
|
Form of Stock Option Agreement (six-month vesting) (incorporated by reference to Exhibit 10.31 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2008 (File No. 001-32253) filed on June 1, 2009).
|
|
|
|
10.11
|
|
Form of 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.24 to Amendment No. 3 to EnerSys’ Registration Statement on Form S-1 (File No. 333-115553) filed on July 13, 2004).
|
|
|
|
10.12
|
|
EnerSys Amended and Restated 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to EnerSys Annual Report on Form 10-K (File No. 001-32253) filed on June 11, 2008).
|
|
|
|
10.13
|
|
EnerSys Management Incentive Plan for fiscal year 2008 (incorporated by reference to Exhibit 10.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on April 2, 2007).
|
|
|
|
10.14
|
|
Second Amended and Restated EnerSys 2010 Equity Incentive Plan (filed herewith).
|
|
|
|
10.15
|
|
EnerSys Voluntary Deferred Compensation Plan for Executives as amended August 5, 2010, and May 26, 2011 (incorporated by reference to Exhibit 10.23 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 31, 2011).
|
|
|
|
10.16
|
|
Form of Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.26 to Amendment No. 3 to EnerSys’ Registration Statement on Form S-1 (File No. 333-115553) filed on July 13, 2004).
|
|
|
|
10.17
|
|
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on December 9, 2005).
|
|
|
|
10.18
|
|
Form of Stock Option Agreement (four-year vesting) (incorporated by reference to Exhibit 10.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on May 23, 2007).
|
|
|
|
10.19
|
|
Form of Stock Option Agreement (three-year vesting) (incorporated by reference to Exhibit 10.2 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on May 6, 2008).
|
|
|
|
10.20
|
|
Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on May 23, 2007).
|
|
|
|
10.21
|
|
Form of Restricted Stock Unit Agreement – Non-Employee Directors (incorporated by reference to Exhibit 10.29 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on June 1, 2009).
|
|
|
|
10.22
|
|
Form of Restricted Stock Unit Agreement – Employees – 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.30 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on June 1, 2010).
|
|
|
|
10.23
|
|
Form of Market Share Restricted Stock Unit Agreement – Employees (incorporated by reference to Exhibit 10.31 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on June 1, 2010).
|
|
|
|
10.24
|
|
Form of Market Share Restricted Stock Unit Agreement – Employees – 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.32 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 31, 2011).
|
|
|
|
10.25
|
|
Form of Restricted Stock Unit Agreement – Employees and Senior Executives – 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.33 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 31, 2011).
|
|
|
|
10.26
|
|
Form of Restricted Stock Unit Agreement – Employees – 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.31 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 31, 2011).
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
10.27
|
|
Form of Deferred Stock Unit Agreement – Non-Employee Directors – 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.35 to EnerSys’ Annual Report on Form 10-K (File No. 001-32253) filed on May 31, 2011).
|
|
|
|
10.28
|
|
Form of Restricted Stock Unit Agreement – Employees – 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.39 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2013 (File No. 001-32253) filed on May 28, 2013).
|
|
|
|
10.29
|
|
Form of Market Share Restricted Stock Unit Agreement – Employees – 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.39 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2013 (File No. 001-32253) filed on May 28, 2013).
|
|
|
|
10.30
|
|
Form of Stock Option Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.32 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2014 (File No. 001-32253) filed on May 28, 2014).
|
|
|
|
10.31
|
|
Form of Stock Option Agreement - Senior Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.33 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2014 (File No. 001-32253) filed on May 28, 2014).
|
|
|
|
10.32
|
|
Form of Restricted Stock Unit Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.34 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2014 (File No. 001-32253) filed on May 28, 2014).
|
|
|
|
10.33
|
|
Form of Market Share Unit Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.35 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2014 (File No. 001-32253) filed on May 28, 2014).
|
|
|
|
10.34
|
|
Form of Market Share Unit Agreement - Senior Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.37 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2014 (File No. 001-32253) filed on May 28, 2014).
|
|
|
|
10.35
|
|
Form of Indemnification Agreement - Directors and Officers (incorporated by reference to Exhibit 10.36 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2014 (File No. 001-32253) filed on May 28, 2014).
|
|
|
|
10.36
|
|
Form of Stock Option Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.42 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
10.37
|
|
Form of Stock Option Agreement - Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.43 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
10.38
|
|
Form of Stock Option Agreement - Senior Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.44 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
10.39
|
|
Form of Restricted Stock Unit Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.45 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
10.40
|
|
Form of Market Share Unit Agreement - Employees - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.46 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
10.41
|
|
Form of Market Share Unit Agreement - Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.47 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
10.42
|
|
Form of Market Share Unit Agreement - Senior Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.48 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2015 (File No. 001-32253) filed on May 27, 2015).
|
|
|
|
10.43
|
|
Form of Fifth Amendment to Credit Agreement, dated as of November 23, 2015, among EnerSys, various lenders and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to EnerSys Quarterly Report on Form 10-Q for the period ended December 27, 2015 (File No. 001-32253) filed on January 28, 2016).
|
|
|
|
10.44
|
|
Form of Market Share Unit Agreement - Senior Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to EnerSys Quarterly Report on Form 10-Q for the period ended September 27, 2015 (File No. 001-32253) filed on November 2, 2016).
|
|
|
|
10.45
|
|
Form of Stock Option Agreement - Senior Executives - 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to EnerSys Quarterly Report on Form 10-Q for the period ended September 27, 2015 (File No. 001-32253) filed on November 2, 2016).
|
|
|
|
10.46
|
|
Form of Stock Option Agreement - Employees - 2010 Equity Incentive Plan (filed herewith).
|
|
|
|
10.47
|
|
Form of Restricted Stock Unit Agreement - Employees - 2010 Equity Incentive Plan (filed herewith).
|
|
|
|
10.48
|
|
Form of Performance Share Unit Agreement - Employees - 2010 Equity Incentive Plan (filed herewith).
|
|
|
|
10.49
|
|
Employment Agreement, dated December 21, 2015, between EH Europe GmbH and Holger P. Aschke (filed herewith).
|
|
|
|
11.1
|
|
Statement regarding Computation of Per Share Earnings.*
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges (filed herewith).
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant (filed herewith).
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP (filed herewith).
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) Under the Securities Exchange Act of 1934 (filed herewith).
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) Under the Securities Exchange Act of 1934 (filed herewith).
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Document
|
*
|
Information required to be presented in Exhibit 11 is provided in Note 17 of Notes to Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K.
|
(i)
|
the Participant’s employment terminates due to death or Permanent Disability, or
|
(ii)
|
the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason.
|
Number of Options:
|
_______ Option Price: $ _____
|
1.1
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
1.2
|
the grant of the Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted repeatedly in the past;
|
1.3
|
all decisions with respect to future grants, if any, will be at the sole discretion of Company;
|
1.4
|
you are voluntarily participating in the Plan;
|
1.5
|
the Options and the shares subject to the Options are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and which is outside the scope of your employment contract, if any;
|
1.6
|
the Options and the shares subject to the Options are not intended to replace any pension rights, if any, or compensation;
|
1.7
|
the Options and the shares subject to the Options, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
|
1.8
|
the grant of the Options and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary;
|
1.9
|
the future value of the underlying shares is unknown and cannot be predicted with certainty;
|
1.10
|
if you obtain shares, the value of those shares acquired may increase or decrease in value;
|
1.11
|
in consideration of the grant of the Options, no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from termination of your employment with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and the Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, you will be deemed irrevocably to have waived his or her entitlement to pursue such claim;
|
1.12
|
in the event of termination of your employment (whether or not in breach of local labor laws), your right to vest in the Options under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (
e.g.
, active employment would not include a period of “garden leave” or similar period pursuant to local law); the Compensation Committee shall have the exclusive discretion to determine when you are no longer actively employed for purposes of your Award;
|
1.13
|
the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of Common Stock;
|
1.14
|
you are hereby advised to consult with your personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan;
|
1.15
|
unless otherwise provided in the Plan or by the Company in its discretion, the Options and the benefits evidenced by this Agreement do not create any entitlement to have the Options or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
|
1.16
|
neither the Company, any Subsidiary nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Options or of any amounts due to you pursuant to the exercise of the Options or the subsequent sale of any shares acquired upon exercise.
|
3.1
|
Regardless of any action the Company or your employer (the “
Employer
”) takes with respect to any or all income tax, your portion of social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“
Tax-Related Items
”), you acknowledge that the ultimate liability for all Tax-Related Items
|
3.4
|
You authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (1) withholding in shares to be issued or cash distributed upon vesting/exercise of the Award; (2) withholding from your wages or other cash compensation paid to you by the Company and/or you; (3) withholding from the proceeds of the sale of shares acquired upon vesting/exercise of the Award either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization).
|
3.5
|
To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares, for tax purposes, you are deemed to have been issued the full number of shares subject to the vested Award, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
|
3.6
|
You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares, if you fail to comply with this obligation.
|
(
e.g.
, the United States) may have different data privacy laws and protections to my country, which may not give the same level of protection to Data. I understand that I may request a list with the names and addresses of any potential recipients of Data by contacting my local human resources representative. I authorize the Company, the external stock plan service provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing my participation in the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting in writing my local human resources representative, whose contact details are Cheng Liang Heng,
cl.heng@enersys.com.sg
,
Further, I understand that I am providing the consents herein on a purely voluntary basis. If I do not consent, or if I later seek to revoke my consent, my employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing my consent is that the Company would not be able to grant future Options or other equity awards to me or administer or maintain such awards. Therefore, I understand that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal
|
bahawa negara penerima (contohnya, Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza daripada negara saya, yang mungkin tidak boleh memberi tahap perlindungan yang sama kepada Data. Saya faham bahawa saya boleh meminta senarai nama dan alamat mana-mana penerima Data yang berpotensi dengan menghubungi wakil sumber manusia tempatan saya. Saya memberi kuasa kepada Syarikat, pembekal perkhidmatan pelan saham luar dan mana-mana penerima lain yang mungkin membantu Syarikat (masa sekarang atau pada masa depan) untuk melaksanakan, mentadbir dan menguruskan penyertaan saya dalam Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan saya dalam Pelan. Saya faham bahawa Data akan dipegang hanya untuk tempoh yang diperlukan untuk melaksanakan, mentadbir dan menguruskan penyertaan saya dalam Pelan. Saya faham bahawa saya boleh, pada bila-bila masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusia tempatan saya, di mana butir-butir hubungannya adalah Cheng Liang Heng,
cl.heng@enersys.com.sg
. Selanjutnya, saya memahami bahawa saya memberikan persetujuan di sini secara sukarela. Jika saya tidak bersetuju, atau jika saya kemudian membatalkan persetujuan saya, status pekerjaan atau perkhidmatan dan kerjaya saya dengan Majikan tidak akan terjejas; satunya akibat buruk jika saya tidak bersetuju atau menarik balik persetujuan saya adalah bahawa Syarikat tidak akan dapat memberikan Option pada masa depan atau anugerah ekuiti lain kepada saya atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, saya faham bahawa keengganan atau penarikan balik persetujuan saya boleh menjejaskan keupayaan
|
to consent or withdrawal of consent, I understand that I may contact my local human resources representative.
|
saya untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan saya untuk memberikan keizinan atau penarikan balik keizinan, saya fahami bahawa saya boleh menghubungi wakil sumber manusia tempatan saya.
|
1.1
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
1.2
|
the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past;
|
1.3
|
all decisions with respect to future grants, if any, will be at the sole discretion of Company;
|
1.4
|
you are voluntarily participating in the Plan;
|
1.5
|
the RSUs and the shares subject to the RSUs are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and which is outside the scope of your employment contract, if any;
|
1.6
|
the RSUs and the shares subject to the RSUs are not intended to replace any pension rights, if any, or compensation;
|
1.7
|
the RSUs and the shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
|
1.8
|
the grant of the RSUs and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary;
|
1.9
|
the future value of the underlying shares is unknown and cannot be predicted with certainty;
|
1.10
|
if you obtain shares, the value of those shares acquired may increase or decrease in value;
|
1.11
|
in consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of your employment with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and the Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, you will be deemed irrevocably to have waived his or her entitlement to pursue such claim;
|
1.12
|
in the event of termination of your employment (whether or not in breach of local labor laws), your right to vest in the RSUs under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (
e.g.
, active employment would not include a period of “garden leave” or similar period pursuant to local law); the Compensation Committee shall have the exclusive discretion to determine when you are no longer actively employed for purposes of your Award;
|
1.13
|
the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of Common Stock;
|
1.14
|
you are hereby advised to consult with your personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan;
|
1.15
|
unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
|
1.16
|
neither the Company, any Subsidiary nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares acquired upon settlement.
|
3.1
|
Regardless of any action the Company or your employer (the “
Employer
”) takes with respect to any or all income tax, your portion of social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“
Tax-Related Items
”), you acknowledge that the ultimate liability for all Tax-Related Items
|
3.4
|
You authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (1) withholding in shares to be issued or cash distributed upon vesting/settlement of the Award; (2) withholding from your wages or other cash compensation paid to you by the Company and/or you; (3) withholding from the proceeds of the sale of shares acquired upon vesting/settlement of the Award either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization).
|
3.5
|
To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares, for tax purposes, you are deemed to have been issued the full number of shares subject to the vested Award, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
|
3.6
|
You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares, if you fail to comply with this obligation.
|
laws and protections to my country, which may not give the same level of protection to Data. I understand that I may request a list with the names and addresses of any potential recipients of Data by contacting my local human resources representative. I authorize the Company, the external stock plan service provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing my participation in the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting in writing my local human resources representative, whose contact details are Cheng Liang Heng,
cl.heng@enersys.com.sg
,
Further, I understand that I am providing the consents herein on a purely voluntary basis. If I do not consent, or if I later seek to revoke my consent, my employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing my consent is that the Company would not be able to grant future RSUs or other equity awards to me or administer or maintain such awards. Therefore, I understand that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I
|
mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza daripada negara saya, yang mungkin tidak boleh memberi tahap perlindungan yang sama kepada Data. Saya faham bahawa saya boleh meminta senarai nama dan alamat mana-mana penerima Data yang berpotensi dengan menghubungi wakil sumber manusia tempatan saya. Saya memberi kuasa kepada Syarikat, pembekal perkhidmatan pelan saham luar dan mana-mana penerima lain yang mungkin membantu Syarikat (masa sekarang atau pada masa depan) untuk melaksanakan, mentadbir dan menguruskan penyertaan saya dalam Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan saya dalam Pelan. Saya faham bahawa Data akan dipegang hanya untuk tempoh yang diperlukan untuk melaksanakan, mentadbir dan menguruskan penyertaan saya dalam Pelan. Saya faham bahawa saya boleh, pada bila-bila masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusia tempatan saya, di mana butir-butir hubungannya adalah Cheng Liang Heng,
cl.heng@enersys.com.sg
. Selanjutnya, saya memahami bahawa saya memberikan persetujuan di sini secara sukarela. Jika saya tidak bersetuju, atau jika saya kemudian membatalkan persetujuan saya, status pekerjaan atau perkhidmatan dan kerjaya saya dengan Majikan tidak akan terjejas; satunya akibat buruk jika saya tidak bersetuju atau menarik balik persetujuan saya adalah bahawa Syarikat tidak akan dapat memberikan RSU pada masa depan atau anugerah ekuiti lain kepada saya atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, saya faham bahawa keengganan atau penarikan balik persetujuan saya boleh menjejaskan keupayaan saya untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan saya
|
understand that I may contact my local human resources representative.
|
untuk memberikan keizinan atau penarikan balik keizinan, saya fahami bahawa saya boleh menghubungi wakil sumber manusia tempatan saya.
|
Actual TSR Percentile
|
TSR Performance Multiplier
|
|
75th or higher
|
200
|
%
|
50th
|
100
|
%
|
25th
|
50
|
%
|
Below 25th
|
0
|
%
|
1.
|
Nature of Grant
. In accepting the Award, you acknowledge that:
|
1.
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
2.
|
the grant of the PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted repeatedly in the past;
|
3.
|
all decisions with respect to future grants, if any, will be at the sole discretion of Company;
|
4.
|
you are voluntarily participating in the Plan;
|
5.
|
the PSUs and the shares subject to the PSUs are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and which is outside the scope of your employment contract, if any;
|
6.
|
the PSUs and the shares subject to the PSUs are not intended to replace any pension rights, if any, or compensation;
|
7.
|
the PSUs and the shares subject to the PSUs, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
|
8.
|
the grant of the PSUs and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary;
|
9.
|
the future value of the underlying shares is unknown and cannot be predicted with certainty;
|
10.
|
if you obtain shares, the value of those shares acquired may increase or decrease in value;
|
11.
|
in consideration of the grant of the PSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from termination of your employment with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and the Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent
|
12.
|
in the event of termination of your employment (whether or not in breach of local labor laws), your right to vest in the PSUs under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (
e.g.
, active employment would not include a period of “garden leave” or similar period pursuant to local law); the Compensation Committee shall have the exclusive discretion to determine when you are no longer actively employed for purposes of your Award;
|
13.
|
the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of Common Stock;
|
14.
|
you are hereby advised to consult with your personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan;
|
15.
|
unless otherwise provided in the Plan or by the Company in its discretion, the PSUs and the benefits evidenced by this Agreement do not create any entitlement to have the PSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
|
16.
|
neither the Company, any Subsidiary nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to you pursuant to the settlement of the PSUs or the subsequent sale of any shares acquired upon settlement.
|
2.
|
Data Privacy. I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this Agreement and any other Award grant materials by and among, as applicable, the employer, the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing my participation in the Plan (“Data”).
|
3.
|
Payment of Taxes.
The following provisions supplement Section 7 of the Agreement entitled “Taxes.”
|
3.1
|
Regardless of any action the Company or your employer (the “
Employer
”) takes with respect to any or all income tax, your portion of social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“
Tax-Related Items
”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer.
|
3.2
|
You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant of the Award, the issuance of shares upon vesting/settlement of the Award, the subsequent sale of shares acquired pursuant to such issuance and the receipt of any dividends or dividend equivalents; and (2) do not commit to, and are under no obligation to, structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.
|
3.3
|
Further, if you have become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
3.4
|
You authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (1) withholding in shares to be issued or cash distributed upon vesting/settlement of the Award; (2) withholding from your wages or other cash compensation paid to you by the Company and/or you; (3) withholding from the proceeds of the sale of shares acquired upon vesting/settlement of the Award either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization).
|
3.5
|
To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares, for tax purposes, you are deemed to have been issued the full number of shares subject to the vested Award, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
|
3.6
|
You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares, if you fail to comply with this obligation.
|
storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting in writing my local human resources representative, whose contact details are Cheng Liang Heng,
cl.heng@enersys.com.sg
,
Further, I understand that I am providing the consents herein on a purely voluntary basis. If I do not consent, or if I later seek to revoke my consent, my employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing my consent is that the Company would not be able to grant future RSUs or other equity awards to me or administer or maintain such awards. Therefore, I understand that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.
|
masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusia tempatan saya, di mana butir-butir hubungannya adalah Cheng Liang Heng, cl.heng@enersys.com.sg. Selanjutnya, saya memahami bahawa saya memberikan persetujuan di sini secara sukarela. Jika saya tidak bersetuju, atau jika saya kemudian membatalkan persetujuan saya, status pekerjaan atau perkhidmatan dan kerjaya saya dengan Majikan tidak akan terjejas; satunya akibat buruk jika saya tidak bersetuju atau menarik balik persetujuan saya adalah bahawa Syarikat tidak akan dapat memberikan RSU pada masa depan atau anugerah ekuiti lain kepada saya atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, saya faham bahawa keengganan atau penarikan balik persetujuan saya boleh menjejaskan keupayaan saya untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan saya untuk memberikan keizinan atau penarikan balik keizinan, saya fahami bahawa saya boleh menghubungi wakil sumber manusia tempatan saya.
|
|
|
Employment Agreement
|
|
|
|
|
|
|
dated
|
|
21/12/2015
|
|
|
|
|
|
|
between
|
|
EH Europe GmbH
|
|
|
Baarerstrasse 18
|
|
|
CH-6300 Zug
|
|
|
hereinafter: "
Employer
"
|
|
|
|
|
|
|
and
|
|
Holger Paul Aschke
|
|
|
Rainstrasse 14
|
|
|
CH-6314 Unterägeri
|
|
|
hereinafter: "
Executive
"
|
|
|
|
|
|
|
concerning
|
|
the position of President EnerSys EMEA
|
-
|
not to participate, directly or indirectly, financially or otherwise, in any enterprise which develops, manufactures, offers, or distributes products, or provides services similar to those of Employer or EnerSys-Group or which otherwise competes with the business of Employer or EnerSys-Group;
|
-
|
not to be active, fully or partially, for such an enterprise, be it as an employee, representative, adviser or otherwise; and
|
-
|
not to directly or indirectly establish such an enterprise.
|
|
|
Employer
EH Europe GmbH
|
|
|
|
_______________________________________
|
_______________________________________
|
Name:
Title:
Date:
|
Name: Silvia Minafra
Title: HR Director EMEA
Date:
|
|
|
Executive
|
|
|
|
_______________________________________
|
|
Name: Holger Paul Aschke
Title: President EnerSys EMEA
Date:
|
|
|
|
Fiscal year ended March 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before provision for income taxes
|
|
$
|
181,937
|
|
|
$
|
249,339
|
|
|
$
|
163,747
|
|
|
$
|
230,233
|
|
|
$
|
191,259
|
|
Plus: fixed charges
|
|
35,399
|
|
33,624
|
|
29,792
|
|
29,977
|
|
27,821
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
217,336
|
|
|
$
|
282,963
|
|
|
$
|
193,539
|
|
|
$
|
260,210
|
|
|
$
|
219,080
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense including capitalized interest
|
|
$
|
23,869
|
|
|
$
|
21,633
|
|
|
$
|
18,151
|
|
|
$
|
18,947
|
|
|
$
|
17,281
|
|
Interest within rental expense
|
|
11,530
|
|
11,991
|
|
11,641
|
|
11,030
|
|
10,540
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
35,399
|
|
|
$
|
33,624
|
|
|
$
|
29,792
|
|
|
$
|
29,977
|
|
|
$
|
27,821
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
6.14
|
|
8.42
|
|
6.50
|
|
8.68
|
|
7.87
|
EnerSystem Argentina S.A.
|
|
Argentina
|
EnerSys Australia Pty Ltd.
|
|
Australia
|
ICS Industries Pty Ltd
|
|
Australia
|
ICS Sheet Metal Pty Ltd.
|
|
Australia
|
International Communication Shelters Australasia Pty Ltd.
|
|
Australia
|
Lancord Pty Ltd.
|
|
Australia
|
Lenmic Pty Ltd.
|
|
Australia
|
National Infrastructure Pty Ltd.
|
|
Australia
|
National Infrastructure Services Pty Ltd.
|
|
Australia
|
Powercom (NSW) Pty Ltd.
|
|
Australia
|
EnerSys GmbH
|
|
Austria
|
EnerSys SPRL
|
|
Belgium
|
EnerSystem do Brazil Ltda.
|
|
Brazil
|
EnerSys Participacoes Ltda.
|
|
Brazil
|
Industrial Battery Holding Ltda.
|
|
Brazil
|
EnerSys AD (99.69%) *
|
|
Bulgaria
|
EnerSys Canada Inc.
|
|
Canada
|
EnerSys Cayman Euro L.P.
|
|
Cayman Islands
|
EnerSys Cayman Holdings L.P.
|
|
Cayman Islands
|
EnerSys Cayman Inc.
|
|
Cayman Islands
|
EnerSys Cayman L.P.
|
|
Cayman Islands
|
YCI, Inc.
|
|
Cayman Islands
|
EnerSystem Chile Ltda.
|
|
Chile
|
EnerSys (Chaozhou) Huada Batteries Company Limited
|
|
China
|
EnerSys (China) Huada Batteries Company Limited
|
|
China
|
EnerSys (Chongqing) Huada Batteries Company Limited
|
|
China
|
EnerSys (Jiangsu) Huada Batteries Company Limited (94.7%) *
|
|
China
|
EnerSys (Yangzhou) Huada Batteries Co. Ltd.
|
|
China
|
Shenzhen Huada Power Supply Mechanical & Electrical Co. Ltd.
|
|
China
|
EnerSys, s.r.o.
|
|
Czech Republic
|
EnerSys A/S
|
|
Denmark
|
EnerSys Europe Oy
|
|
Finland
|
EnerSys SARL
|
|
France
|
GAZ GmbH
|
|
Germany
|
Hawker GmbH
|
|
Germany
|
EnerSys AE
|
|
Greece
|
EnerSys Asia Limited
|
|
Hong Kong
|
EnerSys Hungária Kft.
|
|
Hungary
|
EnerSys Battery Private Limited
|
|
India
|
EnerSys India Batteries Private Ltd.
|
|
India
|
EnerSys S.r.l.
|
|
Italy
|
EnerSys Holdings (Luxembourg) Sarl
|
|
Luxembourg
|
EnerSys Luxembourg Finance Sarl
|
|
Luxembourg
|
DCPM Engineering Sdn Bhd
|
|
Malaysia
|
EnerSys Malaysia Sdn Bhd
|
|
Malaysia
|
MIB Energy Sdn Bhd
|
|
Malaysia
|
UTS Holdings Sdn Bhd
|
|
Malaysia
|
UTS Technology (JB) Sdn Bhd
|
|
Malaysia
|
UTS Technology (PG) Sdn Bhd
|
|
Malaysia
|
EnerSys de Mexico, S de R.L. de CV
|
|
Mexico
|
EnerSys de Mexico II, S de R.L. de CV
|
|
Mexico
|
Powersonic, S de R.L. de CV
|
|
Mexico
|
Yecoltd, S. de R.L. de CV
|
|
Mexico
|
ENAS Industrial Batteries Morocco Sarl
|
|
Morocco
|
EnerSys AS
|
|
Norway
|
EnerSys sp. z o.o.
|
|
Poland
|
Powersafe Acumuladores Industrialis Unipessoal, Lda.
|
|
Portugal
|
EnerSys CJSC
|
|
Russia
|
Battery Power International Pte Ltd.
|
|
Singapore
|
EnerSys Reserve Power Pte. Ltd.
|
|
Singapore
|
IE Technologies Pte Ltd.
|
|
Singapore
|
EnerSys, s.r.o.
|
|
Slovak Republic
|
Battech (Pty) Ltd. (50.1%) *
|
|
South Africa
|
Battery Technologies (Pty) Ltd.
|
|
South Africa
|
Acumuladores Industriales EnerSys SA
|
|
Spain
|
EnerSys AB
|
|
Sweden
|
Purcell Systems International AB
|
|
Sweden
|
EH Batterien AG
|
|
Switzerland
|
EH Europe GmbH
|
|
Switzerland
|
EnerSys BV
|
|
The Netherlands
|
EnerSys Assad Sarl (51%) *
|
|
Tunisia
|
Enersys Akü Sanaya Dis Ticaret Limited Sirketi
|
|
Turkey
|
EnerSys LLC
|
|
Ukraine
|
ABSL Power Solutions Ltd.
|
|
United Kingdom
|
EnerSys Holdings UK Ltd.
|
|
United Kingdom
|
EnerSys Ltd.
|
|
United Kingdom
|
ABSL Power Solutions Inc.
|
|
Delaware
|
EnerSys Advanced Systems Inc.
|
|
Delaware
|
EnerSys Capital Inc.
|
|
Delaware
|
EnerSys Delaware Inc.
|
|
Delaware
|
EnerSys Delaware LLC I
|
|
Delaware
|
EnerSys Delaware LLC II
|
|
Delaware
|
EnerSys Delaware LLC III
|
|
Delaware
|
EnerSys Delaware LLC IV
|
|
Delaware
|
EnerSys Energy Products Inc.
|
|
Delaware
|
EnerSys European Holding Co.
|
|
Delaware
|
EnerSys Mexico Holdings LLC
|
|
Delaware
|
EnerSys Mexico Management LLC
|
|
Delaware
|
Esfinco, Inc.
|
|
Delaware
|
Esrmco, Inc.
|
|
Delaware
|
Hawker Powersource, Inc.
|
|
Delaware
|
Hawker Power Systems, Inc.
|
|
Delaware
|
Purcell Systems, Inc.
|
|
Delaware
|
Quallion LLC
|
|
Delaware
|
New Pacifico Realty, Inc.
|
|
Nevada
|
*
|
These entities are majority-owned by EnerSys with the remaining interests held by third parties.
|
(1)
|
Registration Statement (Form S-8 No. 333-168717) pertaining to the EnerSys 2010 Equity Incentive Plan,
|
(2)
|
Registration Statement (Form S-3 No. 333-151000) of EnerSys,
|
(3)
|
Registration Statement (Form S-8 No. 333-143209) pertaining to the EnerSys 2006 Equity Incentive Plan, and
|
(4)
|
Registration Statement (Form S-8 No. 333-120660) pertaining to the EnerSys Employee Stock Purchase Plan and EnerSys 2004 Equity Incentive Plan;
|
1.
|
I have reviewed this Annual Report on Form 10-K of EnerSys;
|
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 and internal controls over financial reporting 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 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.
|
ENERSYS
|
||
|
|
|
By
|
|
/s/ David M. Shaffer
|
|
|
|
|
|
David M. Shaffer
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of EnerSys;
|
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 and internal controls over financial reporting 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 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.
|
ENERSYS
|
||
|
|
|
By
|
|
/s/ Michael J. Schmidtlein
|
|
|
|
|
|
Michael J. Schmidtlein
|
|
|
Chief Financial Officer
|
ENERSYS
|
||
|
|
|
By
|
|
/s/ David M. Shaffer
|
|
|
|
|
|
David M. Shaffer
|
|
|
Chief Executive Officer
|
|
|
|
By
|
|
/s/ Michael J. Schmidtlein
|
|
|
|
|
|
Michael J. Schmidtlein
|
|
|
Chief Financial Officer
|