ý
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 31, 2017 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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Emerging growth 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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•
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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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•
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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 maintain relationships with customers, including raising 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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•
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Americas, which includes North and South America, with our segment headquarters in Reading, Pennsylvania, U.S.A.;
|
•
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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 medical and 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.
|
•
|
Update and upgrade our digital core;
|
•
|
Implement Lean initiatives to further substantial productivity gains; and
|
•
|
Invest in productivity and capacity automation.
|
•
|
the design and development of new products;
|
•
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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.
|
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, 2017
|
|
$
|
81.63
|
|
|
$
|
73.98
|
|
|
$
|
78.94
|
|
|
$
|
0.175
|
|
January 1, 2017
|
|
83.70
|
|
|
63.10
|
|
|
78.10
|
|
|
0.175
|
|
||||
October 2, 2016
|
|
73.12
|
|
|
58.35
|
|
|
69.19
|
|
|
0.175
|
|
||||
July 3, 2016
|
|
67.94
|
|
|
52.37
|
|
|
60.66
|
|
|
0.175
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
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)
|
|||||||
January 2, 2017 - January 29, 2017
|
|
—
|
|
—
|
|
$
|
—
|
|
|
—
|
|
|
$
|
25,000,000
|
|
January 30, 2017 - February 26, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000,000
|
|
|||
February 27, 2017 - March 31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000,000
|
|
|||
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
(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 2017.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Fiscal Year Ended March 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(In thousands, except share and per share data)
|
||||||||||||||||||
Consolidated Statements of Income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,367,149
|
|
|
$
|
2,316,249
|
|
|
$
|
2,505,512
|
|
|
$
|
2,474,433
|
|
|
$
|
2,277,559
|
|
Cost of goods sold
|
|
1,714,367
|
|
|
1,704,472
|
|
|
1,864,601
|
|
|
1,844,813
|
|
|
1,708,203
|
|
|||||
Inventory adjustment relating to exit activities
|
|
2,157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gross profit
|
|
650,625
|
|
|
611,777
|
|
|
640,911
|
|
|
629,620
|
|
|
569,356
|
|
|||||
Operating expenses
|
|
369,863
|
|
|
352,767
|
|
|
358,381
|
|
|
344,421
|
|
|
312,324
|
|
|||||
Restructuring and other exit charges
|
|
7,160
|
|
|
12,978
|
|
|
11,436
|
|
|
27,326
|
|
|
7,164
|
|
|||||
Impairment of goodwill, indefinite-lived intangibles and fixed assets
|
|
14,016
|
|
|
36,252
|
|
|
23,946
|
|
|
5,179
|
|
|
—
|
|
|||||
Legal proceedings charge / (reversal of legal accrual, net of fees)
|
|
23,725
|
|
|
3,201
|
|
|
(16,233
|
)
|
|
58,184
|
|
|
—
|
|
|||||
Gain on sale of facility
|
|
—
|
|
|
(3,420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating earnings
|
|
235,861
|
|
|
209,999
|
|
|
263,381
|
|
|
194,510
|
|
|
249,868
|
|
|||||
Interest expense
|
|
22,197
|
|
|
22,343
|
|
|
19,644
|
|
|
17,105
|
|
|
18,719
|
|
|||||
Other (income) expense, net
|
|
969
|
|
|
5,719
|
|
|
(5,602
|
)
|
|
13,658
|
|
|
916
|
|
|||||
Earnings before income taxes
|
|
212,695
|
|
|
181,937
|
|
|
249,339
|
|
|
163,747
|
|
|
230,233
|
|
|||||
Income tax expense
|
|
54,472
|
|
|
50,113
|
|
|
67,814
|
|
|
16,980
|
|
|
65,275
|
|
|||||
Net earnings
|
|
158,223
|
|
|
131,824
|
|
|
181,525
|
|
|
146,767
|
|
|
164,958
|
|
|||||
Net (losses) earnings attributable to noncontrolling interests
|
|
(1,991
|
)
|
|
(4,326
|
)
|
|
337
|
|
|
(3,561
|
)
|
|
(1,550
|
)
|
|||||
Net earnings attributable to EnerSys stockholders
|
|
$
|
160,214
|
|
|
$
|
136,150
|
|
|
$
|
181,188
|
|
|
$
|
150,328
|
|
|
$
|
166,508
|
|
Net earnings per common share attributable to EnerSys stockholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
3.69
|
|
|
$
|
3.08
|
|
|
$
|
3.97
|
|
|
$
|
3.17
|
|
|
$
|
3.47
|
|
Diluted
|
|
$
|
3.64
|
|
|
$
|
2.99
|
|
|
$
|
3.77
|
|
|
$
|
3.02
|
|
|
$
|
3.42
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
43,389,333
|
|
|
44,276,713
|
|
|
45,606,317
|
|
|
47,473,690
|
|
|
48,022,005
|
|
|||||
Diluted
|
|
44,012,543
|
|
|
45,474,130
|
|
|
48,052,729
|
|
|
49,788,155
|
|
|
48,635,449
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Fiscal Year Ended March 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Consolidated cash flow data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
246,030
|
|
|
$
|
307,571
|
|
|
$
|
194,471
|
|
|
$
|
193,621
|
|
|
$
|
244,400
|
|
Net cash used in investing activities
|
|
(61,833
|
)
|
|
(80,923
|
)
|
|
(59,616
|
)
|
|
(232,005
|
)
|
|
(55,092
|
)
|
|||||
Net cash (used in) provided by financing activities
|
|
(62,542
|
)
|
|
(105,729
|
)
|
|
(59,313
|
)
|
|
21,562
|
|
|
(95,962
|
)
|
|||||
Other operating data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
50,072
|
|
|
55,880
|
|
|
63,625
|
|
|
61,995
|
|
|
55,286
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
As of March 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Consolidated balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
500,329
|
|
|
$
|
397,307
|
|
|
$
|
268,921
|
|
|
$
|
240,103
|
|
|
$
|
249,348
|
|
Working capital
|
|
951,484
|
|
|
845,068
|
|
|
769,881
|
|
|
719,297
|
|
|
685,403
|
|
|||||
Total assets
|
|
2,293,029
|
|
|
2,214,488
|
|
|
2,136,555
|
|
|
2,318,959
|
|
|
1,984,512
|
|
|||||
Total debt, including capital leases, excluding discount on the Convertible Notes (1)
|
|
606,133
|
|
|
628,631
|
|
|
513,213
|
|
|
319,401
|
|
|
175,134
|
|
|||||
Total EnerSys stockholders’ equity
|
|
1,103,456
|
|
|
1,013,131
|
|
|
1,038,900
|
|
|
1,246,402
|
|
|
1,169,401
|
|
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, U.S.A.;
|
•
|
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, uninterruptible power systems, or “UPS” applications for computer and computer-controlled systems, and other specialty power applications, including medical and 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 2017
|
|
Fiscal 2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Net sales
|
|
$
|
2,367.1
|
|
|
100.0
|
%
|
|
$
|
2,316.2
|
|
|
100.0
|
%
|
|
$
|
50.9
|
|
|
2.2
|
%
|
Cost of goods sold
|
|
1,714.4
|
|
|
72.4
|
|
|
1,704.5
|
|
|
73.6
|
|
|
9.9
|
|
|
0.6
|
|
|||
Inventory adjustment relating to exit activities - See Note 19
|
|
2.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
NM
|
|
|||
Gross profit
|
|
650.6
|
|
|
27.5
|
|
|
611.7
|
|
|
26.4
|
|
|
38.9
|
|
|
6.4
|
|
|||
Operating expenses
|
|
369.9
|
|
|
15.6
|
|
|
352.7
|
|
|
15.2
|
|
|
17.2
|
|
|
4.8
|
|
|||
Restructuring and other exit charges
|
|
7.1
|
|
|
0.3
|
|
|
12.9
|
|
|
0.5
|
|
|
(5.8
|
)
|
|
(44.8
|
)
|
|||
Impairment of goodwill, indefinite-lived intangibles and fixed assets
|
|
14.0
|
|
|
0.6
|
|
|
36.3
|
|
|
1.6
|
|
|
(22.3
|
)
|
|
(61.3
|
)
|
|||
Legal proceedings charge
|
|
23.7
|
|
|
1.0
|
|
|
3.2
|
|
|
0.1
|
|
|
20.5
|
|
|
NM
|
|
|||
Gain on sale of facility
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
(0.1
|
)
|
|
3.4
|
|
|
NM
|
|
|||
Operating earnings
|
|
235.9
|
|
|
10.0
|
|
|
210.0
|
|
|
9.1
|
|
|
25.9
|
|
|
12.3
|
|
|||
Interest expense
|
|
22.2
|
|
|
1.0
|
|
|
22.3
|
|
|
1.0
|
|
|
(0.1
|
)
|
|
(0.7
|
)
|
|||
Other (income) expense, net
|
|
1.0
|
|
|
—
|
|
|
5.7
|
|
|
0.2
|
|
|
(4.7
|
)
|
|
(83.1
|
)
|
|||
Earnings before income taxes
|
|
212.7
|
|
|
9.0
|
|
|
182.0
|
|
|
7.9
|
|
|
30.7
|
|
|
16.9
|
|
|||
Income tax expense
|
|
54.5
|
|
|
2.3
|
|
|
50.1
|
|
|
2.2
|
|
|
4.4
|
|
|
8.7
|
|
|||
Net earnings
|
|
158.2
|
|
|
6.7
|
|
|
131.9
|
|
|
5.7
|
|
|
26.3
|
|
|
20.0
|
|
|||
Net losses attributable to noncontrolling interests
|
|
(2.0
|
)
|
|
(0.1
|
)
|
|
(4.3
|
)
|
|
(0.2
|
)
|
|
2.3
|
|
|
(54.0
|
)
|
|||
Net earnings attributable to EnerSys stockholders
|
|
$
|
160.2
|
|
|
6.8
|
%
|
|
$
|
136.2
|
|
|
5.9
|
%
|
|
$
|
24.0
|
|
|
17.7
|
%
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
% Net
Sales
|
|
In
Millions
|
|
% Net
Sales
|
|
In
Millions
|
|
%
|
|||||||||
Americas
|
|
$
|
1,332.3
|
|
|
56.3
|
%
|
|
$
|
1,276.0
|
|
|
55.1
|
%
|
|
$
|
56.3
|
|
|
4.4
|
%
|
EMEA
|
|
763.1
|
|
|
32.2
|
|
|
787.4
|
|
|
34.0
|
|
|
(24.3
|
)
|
|
(3.1
|
)
|
|||
Asia
|
|
271.7
|
|
|
11.5
|
|
|
252.8
|
|
|
10.9
|
|
|
18.9
|
|
|
7.5
|
|
|||
Total net sales
|
|
$
|
2,367.1
|
|
|
100.0
|
%
|
|
$
|
2,316.2
|
|
|
100.0
|
%
|
|
$
|
50.9
|
|
|
2.2
|
%
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Reserve power
|
|
$
|
1,142.2
|
|
|
48.3
|
%
|
|
$
|
1,109.2
|
|
|
47.9
|
%
|
|
$
|
33.0
|
|
|
3.0
|
%
|
Motive power
|
|
1,224.9
|
|
|
51.7
|
|
|
1,207.0
|
|
|
52.1
|
|
|
17.9
|
|
|
1.5
|
|
|||
Total net sales
|
|
$
|
2,367.1
|
|
|
100.0
|
%
|
|
$
|
2,316.2
|
|
|
100.0
|
%
|
|
$
|
50.9
|
|
|
2.2
|
%
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Gross profit
|
|
$
|
650.6
|
|
|
27.5
|
%
|
|
$
|
611.7
|
|
|
26.4
|
%
|
|
$
|
38.9
|
|
|
6.4
|
%
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Operating expenses
|
|
$
|
369.9
|
|
|
15.6
|
%
|
|
$
|
352.7
|
|
|
15.2
|
%
|
|
$
|
17.2
|
|
|
4.8
|
%
|
Restructuring and other exit charges
|
|
7.1
|
|
|
0.3
|
|
|
12.9
|
|
|
0.5
|
|
|
(5.8
|
)
|
|
(44.8
|
)
|
|||
Impairment of goodwill, indefinite-lived intangibles and fixed assets
|
|
14.0
|
|
|
0.6
|
|
|
36.3
|
|
|
1.6
|
|
|
(22.3
|
)
|
|
(61.3
|
)
|
|||
Legal proceedings charge
|
|
23.7
|
|
|
1.0
|
|
|
3.2
|
|
|
0.1
|
|
|
20.5
|
|
|
NM
|
|
|||
Gain on sale of facility
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
(0.1
|
)
|
|
3.4
|
|
|
NM
|
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales(1)
|
|
In
Millions
|
|
As %
Net Sales(1)
|
|
In
Millions
|
|
%
|
|||||||||
Americas
|
|
$
|
191.5
|
|
|
14.4
|
%
|
|
$
|
182.7
|
|
|
14.3
|
%
|
|
$
|
8.8
|
|
|
4.8
|
%
|
EMEA
|
|
76.2
|
|
|
10.0
|
|
|
75.6
|
|
|
9.6
|
|
|
0.6
|
|
|
1.0
|
|
|||
Asia
|
|
15.1
|
|
|
5.5
|
|
|
0.7
|
|
|
0.2
|
|
|
14.4
|
|
|
NM
|
|
|||
Subtotal
|
|
282.8
|
|
|
12.0
|
|
|
259.0
|
|
|
11.2
|
|
|
23.8
|
|
|
9.2
|
|
|||
Restructuring charges - Americas
|
|
(0.9
|
)
|
|
(0.1
|
)
|
|
(2.1
|
)
|
|
(0.2
|
)
|
|
1.2
|
|
|
(56.7
|
)
|
|||
Inventory adjustment relating to exit activities - EMEA
|
|
(2.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
NM
|
|
|||
Restructuring and other exit charges - EMEA
|
|
(5.5
|
)
|
|
(0.7
|
)
|
|
(9.4
|
)
|
|
(1.2
|
)
|
|
3.9
|
|
|
(42.2
|
)
|
|||
Restructuring charges - Asia
|
|
(0.7
|
)
|
|
(0.3
|
)
|
|
(1.4
|
)
|
|
(0.6
|
)
|
|
0.7
|
|
|
(45.0
|
)
|
|||
Impairment of goodwill and indefinite-lived intangibles - Americas
|
|
(9.3
|
)
|
|
(0.7
|
)
|
|
(33.0
|
)
|
|
(2.6
|
)
|
|
23.7
|
|
|
(71.7
|
)
|
|||
Impairment of goodwill, indefinite-lived intangibles and fixed assets - EMEA
|
|
(4.7
|
)
|
|
(0.6
|
)
|
|
(3.3
|
)
|
|
(0.4
|
)
|
|
(1.4
|
)
|
|
43.6
|
|
|||
Reversal of legal accrual, net of fees - Americas
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.1
|
|
|
(0.8
|
)
|
|
NM
|
|
|||
Legal proceedings charge - EMEA
|
|
(23.7
|
)
|
|
(3.1
|
)
|
|
(4.0
|
)
|
|
(0.5
|
)
|
|
(19.7
|
)
|
|
NM
|
|
|||
Gain on sale of facility - Asia
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
1.4
|
|
|
(3.4
|
)
|
|
NM
|
|
|||
Total
|
|
$
|
235.9
|
|
|
10.0
|
%
|
|
$
|
210.0
|
|
|
9.1
|
%
|
|
$
|
25.9
|
|
|
12.3
|
%
|
(1)
|
The percentages shown for the segments are computed as a percentage of the applicable segment’s net sales.
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Interest expense
|
|
$
|
22.2
|
|
|
1.0
|
%
|
|
$
|
22.3
|
|
|
1.0
|
%
|
|
$
|
(0.1
|
)
|
|
(0.7
|
)%
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Other (income) expense, net
|
|
$
|
1.0
|
|
|
—
|
%
|
|
$
|
5.7
|
|
|
0.2
|
%
|
|
$
|
(4.7
|
)
|
|
(83.1
|
)%
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Earnings before income taxes
|
|
$
|
212.7
|
|
|
9.0
|
%
|
|
$
|
182.0
|
|
|
7.9
|
%
|
|
$
|
30.7
|
|
|
16.9
|
%
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Income tax expense
|
|
$
|
54.5
|
|
|
2.3
|
%
|
|
$
|
50.1
|
|
|
2.2
|
%
|
|
$
|
4.4
|
|
|
8.7
|
%
|
Effective tax rate
|
|
25.6
|
%
|
|
|
|
27.5
|
%
|
|
|
|
(1.9
|
)%
|
|
|
|
|
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
|
%
|
|
|
At March 31,
|
|
Trade
Receivables
|
|
Inventory
|
|
Accounts
Payable
|
|
Primary
Working
Capital
|
|
Quarter
Revenue
Annualized
|
|
Primary
Working
Capital
(%)
|
|||||||||||
|
|
|
|
(in millions)
|
|
|
|
|
|||||||||||||||
2017
|
|
$
|
486.6
|
|
|
$
|
360.7
|
|
|
$
|
(222.5
|
)
|
|
$
|
624.8
|
|
|
$
|
2,507.2
|
|
|
24.9
|
%
|
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
|
|
|
|
Total
|
|
Less than
1 year
|
|
2 to 3
years
|
|
4 to 5
years
|
|
After
5 years
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Debt obligations
|
|
$
|
592.5
|
|
|
$
|
15.0
|
|
|
$
|
277.5
|
|
|
$
|
—
|
|
|
$
|
300.0
|
|
Short-term debt
|
|
18.4
|
|
|
18.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on debt
|
|
109.6
|
|
|
23.6
|
|
|
33.5
|
|
|
30.0
|
|
|
22.5
|
|
|||||
Operating leases
|
|
98.7
|
|
|
24.5
|
|
|
36.0
|
|
|
21.7
|
|
|
16.5
|
|
|||||
Pension benefit payments and profit sharing
|
|
34.5
|
|
|
2.5
|
|
|
5.3
|
|
|
6.5
|
|
|
20.2
|
|
|||||
Restructuring
|
|
2.8
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments
|
|
12.4
|
|
|
12.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Foreign currency forward contracts
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease obligations, including interest
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
869.4
|
|
|
$
|
99.6
|
|
|
$
|
352.4
|
|
|
$
|
58.2
|
|
|
$
|
359.2
|
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||
|
|
(in millions, except ratios)
|
||||||
Net earnings as reported
|
|
$
|
158.2
|
|
|
$
|
131.9
|
|
Add back:
|
|
|
|
|
||||
Depreciation and amortization
|
|
53.9
|
|
|
56.0
|
|
||
Interest expense
|
|
22.2
|
|
|
22.3
|
|
||
Income tax expense
|
|
54.5
|
|
|
50.1
|
|
||
EBITDA (non GAAP)(1)
|
|
$
|
288.8
|
|
|
$
|
260.3
|
|
Adjustments per credit agreement definitions(2)
|
|
46.8
|
|
|
60.5
|
|
||
Adjusted EBITDA (non-GAAP) per credit agreement(1)
|
|
$
|
335.6
|
|
|
$
|
320.8
|
|
Total net debt(3)
|
|
$
|
463.7
|
|
|
$
|
491.9
|
|
Leverage ratios(4):
|
|
|
|
|
||||
Total net debt/adjusted EBITDA ratio(4)
|
|
1.4 X
|
|
|
1.5 X
|
|
||
Maximum ratio permitted
|
|
3.25 X
|
|
|
3.25 X
|
|
||
Consolidated interest coverage ratio(5)
|
|
16.1 X
|
|
|
16.4 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 them as a key measures 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 $46.8 million adjustment to EBITDA in fiscal 2017 primarily related to $19.2 million of non-cash stock compensation, $1.4 million of non-cash restructuring and other exit charges and $24.1 million of impairment of goodwill, indefinite-lived intangibles, fixed assets and ERP system related charges, $2.0 million relating to minority partners' share of joint venture losses and $0.1 million of acquisition expenses. 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.
|
(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 2017, the amounts deducted in the calculation of net debt were U.S. cash and cash equivalents and foreign cash investments of $150 million, respectively, and in fiscal 2016, $148 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 2017 interest expense used in the consolidated interest coverage ratio excludes non-cash interest of $1.4 million. For fiscal 2016, interest expense used in the consolidated interest coverage ratio excludes non-cash interest of $2.8 million.
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||||||||||||||||||||||||
|
|
July 3,
2016
1st Qtr.
|
|
Oct. 2,
2016
2nd Qtr.
|
|
Jan. 1,
2017
3rd Qtr.
|
|
March 31,
2017
4th Qtr.
|
|
June 28,
2015
1st Qtr.
|
|
Sep. 27,
2015
2nd Qtr.
|
|
Dec. 27,
2015
3rd Qtr.
|
|
March 31,
2016
4th Qtr.
|
||||||||||||||||
|
|
(in millions, except share and per share amounts)
|
||||||||||||||||||||||||||||||
Net sales
|
|
$
|
600.6
|
|
|
$
|
576.0
|
|
|
$
|
563.7
|
|
|
$
|
626.8
|
|
|
$
|
562.1
|
|
|
$
|
569.1
|
|
|
$
|
573.6
|
|
|
$
|
611.4
|
|
Cost of goods sold
|
|
434.3
|
|
|
412.1
|
|
|
408.3
|
|
|
459.7
|
|
|
411.7
|
|
|
414.1
|
|
|
427.8
|
|
|
450.9
|
|
||||||||
Inventory adjustment relating to exit activities
|
|
—
|
|
|
2.6
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Gross profit
|
|
166.3
|
|
|
161.3
|
|
|
155.9
|
|
|
167.1
|
|
|
150.4
|
|
|
155.0
|
|
|
145.8
|
|
|
160.5
|
|
||||||||
Operating expenses
|
|
99.0
|
|
|
93.5
|
|
|
85.0
|
|
|
92.4
|
|
|
84.5
|
|
|
89.6
|
|
|
87.1
|
|
|
91.5
|
|
||||||||
Restructuring and other exit charges
|
|
1.3
|
|
|
4.9
|
|
|
(1.2
|
)
|
|
2.1
|
|
|
1.2
|
|
|
2.6
|
|
|
3.2
|
|
|
5.9
|
|
||||||||
Impairment of goodwill, indefinite-lived intangibles and fixed assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36.3
|
|
||||||||
Legal proceedings charge / (reversal of legal accrual, net of fees)
|
|
—
|
|
|
—
|
|
|
17.0
|
|
|
6.7
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
||||||||
(Gain) loss on sale of facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||||||
Operating earnings
|
|
66.0
|
|
|
62.9
|
|
|
55.1
|
|
|
51.9
|
|
|
69.0
|
|
|
59.6
|
|
|
55.5
|
|
|
25.9
|
|
||||||||
Interest expense
|
|
5.7
|
|
|
5.5
|
|
|
5.6
|
|
|
5.4
|
|
|
6.3
|
|
|
5.1
|
|
|
5.3
|
|
|
5.6
|
|
||||||||
Other (income) expense, net
|
|
1.3
|
|
|
(0.6
|
)
|
|
(1.1
|
)
|
|
1.4
|
|
|
0.7
|
|
|
0.7
|
|
|
1.2
|
|
|
3.1
|
|
||||||||
Earnings before income taxes
|
|
59.0
|
|
|
58.0
|
|
|
50.6
|
|
|
45.1
|
|
|
62.0
|
|
|
53.8
|
|
|
49.0
|
|
|
17.2
|
|
||||||||
Income tax expense
|
|
14.4
|
|
|
15.2
|
|
|
13.5
|
|
|
11.4
|
|
|
14.1
|
|
|
14.0
|
|
|
10.8
|
|
|
11.2
|
|
||||||||
Net earnings
|
|
44.6
|
|
|
42.8
|
|
|
37.1
|
|
|
33.7
|
|
|
47.9
|
|
|
39.8
|
|
|
38.2
|
|
|
6.0
|
|
||||||||
Net (losses) earnings attributable to noncontrolling interests
|
|
—
|
|
|
(2.8
|
)
|
|
0.9
|
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(3.3
|
)
|
||||||||
Net earnings attributable to EnerSys stockholders
|
|
$
|
44.6
|
|
|
$
|
45.6
|
|
|
$
|
36.2
|
|
|
$
|
33.8
|
|
|
$
|
48.4
|
|
|
$
|
40.0
|
|
|
$
|
38.5
|
|
|
$
|
9.3
|
|
Net earnings per common share attributable to EnerSys stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
1.03
|
|
|
$
|
1.05
|
|
|
$
|
0.83
|
|
|
$
|
0.78
|
|
|
$
|
1.09
|
|
|
$
|
0.89
|
|
|
$
|
0.87
|
|
|
$
|
0.21
|
|
Diluted
|
|
$
|
1.02
|
|
|
$
|
1.04
|
|
|
$
|
0.82
|
|
|
$
|
0.76
|
|
|
$
|
1.03
|
|
|
$
|
0.87
|
|
|
$
|
0.86
|
|
|
$
|
0.21
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
43,269,942
|
|
|
43,426,955
|
|
|
43,429,525
|
|
|
43,430,911
|
|
|
44,233,915
|
|
|
44,944,027
|
|
|
44,394,925
|
|
|
43,533,985
|
|
||||||||
Diluted
|
|
43,829,813
|
|
|
43,949,543
|
|
|
44,049,674
|
|
|
44,221,143
|
|
|
46,756,376
|
|
|
46,005,399
|
|
|
44,976,204
|
|
|
44,158,541
|
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||||||||||||||||||||||||
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
||||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||||||
Net sales by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Americas
|
|
$
|
329.7
|
|
|
$
|
324.8
|
|
|
$
|
314.0
|
|
|
$
|
363.8
|
|
|
$
|
317.0
|
|
|
$
|
322.5
|
|
|
$
|
306.3
|
|
|
$
|
330.2
|
|
EMEA
|
|
197.1
|
|
|
180.6
|
|
|
186.1
|
|
|
199.3
|
|
|
196.7
|
|
|
189.4
|
|
|
196.8
|
|
|
204.5
|
|
||||||||
Asia
|
|
73.8
|
|
|
70.6
|
|
|
63.6
|
|
|
63.7
|
|
|
48.4
|
|
|
57.2
|
|
|
70.5
|
|
|
76.7
|
|
||||||||
Total
|
|
$
|
600.6
|
|
|
$
|
576.0
|
|
|
$
|
563.7
|
|
|
$
|
626.8
|
|
|
$
|
562.1
|
|
|
$
|
569.1
|
|
|
$
|
573.6
|
|
|
$
|
611.4
|
|
Segment net sales as % of total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Americas
|
|
54.9
|
%
|
|
56.4
|
%
|
|
55.7
|
%
|
|
58.1
|
%
|
|
56.4
|
%
|
|
56.7
|
%
|
|
53.4
|
%
|
|
54.0
|
%
|
||||||||
EMEA
|
|
32.8
|
|
|
31.4
|
|
|
33.0
|
|
|
31.8
|
|
|
35.0
|
|
|
33.3
|
|
|
34.3
|
|
|
33.4
|
|
||||||||
Asia
|
|
12.3
|
|
|
12.2
|
|
|
11.3
|
|
|
10.1
|
|
|
8.6
|
|
|
10.0
|
|
|
12.3
|
|
|
12.6
|
|
||||||||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||||||||||||||||||||||||
|
|
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
|
|
$
|
296.0
|
|
|
$
|
277.4
|
|
|
$
|
271.3
|
|
|
$
|
297.5
|
|
|
$
|
264.3
|
|
|
$
|
274.2
|
|
|
$
|
272.0
|
|
|
$
|
298.7
|
|
Motive power
|
|
304.6
|
|
|
298.6
|
|
|
292.4
|
|
|
329.3
|
|
|
297.8
|
|
|
294.9
|
|
|
301.6
|
|
|
312.7
|
|
||||||||
Total
|
|
$
|
600.6
|
|
|
$
|
576.0
|
|
|
$
|
563.7
|
|
|
$
|
626.8
|
|
|
$
|
562.1
|
|
|
$
|
569.1
|
|
|
$
|
573.6
|
|
|
$
|
611.4
|
|
Product line net sales as % of total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Reserve power
|
|
49.3
|
%
|
|
48.2
|
%
|
|
48.1
|
%
|
|
47.5
|
%
|
|
47.0
|
%
|
|
48.2
|
%
|
|
47.4
|
%
|
|
48.9
|
%
|
||||||||
Motive power
|
|
50.7
|
|
|
51.8
|
|
|
51.9
|
|
|
52.5
|
|
|
53.0
|
|
|
51.8
|
|
|
52.6
|
|
|
51.1
|
|
||||||||
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, 2017
|
|
$46.6
|
|
45.0
|
|
$1.03
|
|
8%
|
March 31, 2016
|
|
21.6
|
|
27.4
|
|
0.79
|
|
6
|
March 31, 2015
|
|
76.1
|
|
91.6
|
|
0.83
|
|
19
|
(1)
|
Based on the fiscal year lead requirements for the period then ended.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
Audited Consolidated Financial Statements
|
|
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
500,329
|
|
|
$
|
397,307
|
|
Accounts receivable, net of allowance for doubtful accounts
(2017–$12,662; 2016–$11,393) |
|
486,646
|
|
|
490,799
|
|
||
Inventories, net
|
|
360,694
|
|
|
331,081
|
|
||
Prepaid and other current assets
|
|
71,246
|
|
|
77,052
|
|
||
Total current assets
|
|
1,418,915
|
|
|
1,296,239
|
|
||
Property, plant, and equipment, net
|
|
348,549
|
|
|
357,409
|
|
||
Goodwill
|
|
328,657
|
|
|
353,547
|
|
||
Other intangible assets, net
|
|
153,960
|
|
|
159,658
|
|
||
Deferred taxes
|
|
31,587
|
|
|
33,530
|
|
||
Other assets
|
|
11,361
|
|
|
14,105
|
|
||
Total assets
|
|
$
|
2,293,029
|
|
|
$
|
2,214,488
|
|
Liabilities and Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term debt
|
|
$
|
18,359
|
|
|
$
|
22,144
|
|
Current portion of capital lease obligations
|
|
69
|
|
|
89
|
|
||
Accounts payable
|
|
222,493
|
|
|
228,442
|
|
||
Accrued expenses
|
|
226,510
|
|
|
200,496
|
|
||
Total current liabilities
|
|
467,431
|
|
|
451,171
|
|
||
Long-term debt, net of unamortized debt issuance costs
|
|
587,609
|
|
|
606,221
|
|
||
Capital lease obligations
|
|
96
|
|
|
177
|
|
||
Deferred taxes
|
|
45,923
|
|
|
46,008
|
|
||
Other liabilities
|
|
83,601
|
|
|
86,479
|
|
||
Total liabilities
|
|
1,184,660
|
|
|
1,190,056
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
|
—
|
|
|
5,997
|
|
||
Equity:
|
|
|
|
|
||||
Preferred Stock, $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding at March 31, 2017 and at March 31, 2016
|
|
—
|
|
|
—
|
|
||
Common Stock, $0.01 par value per share, 135,000,000 shares authorized, 54,370,810 shares issued and 43,447,536 shares outstanding at March 31, 2017; 54,112,776 shares issued and 43,189,502 shares outstanding at March 31, 2016
|
|
544
|
|
|
541
|
|
||
Additional paid-in capital
|
|
464,092
|
|
|
452,097
|
|
||
Treasury stock at cost, 10,923,274 shares held as of March 31, 2017 and as of March 31, 2016
|
|
(439,800
|
)
|
|
(439,800
|
)
|
||
Retained earnings
|
|
1,231,444
|
|
|
1,097,642
|
|
||
Accumulated other comprehensive loss
|
|
(152,824
|
)
|
|
(97,349
|
)
|
||
Total EnerSys stockholders’ equity
|
|
1,103,456
|
|
|
1,013,131
|
|
||
Nonredeemable noncontrolling interests
|
|
4,913
|
|
|
5,304
|
|
||
Total equity
|
|
1,108,369
|
|
|
1,018,435
|
|
||
Total liabilities and equity
|
|
$
|
2,293,029
|
|
|
$
|
2,214,488
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
$
|
2,367,149
|
|
|
$
|
2,316,249
|
|
|
$
|
2,505,512
|
|
Cost of goods sold
|
|
1,714,367
|
|
|
1,704,472
|
|
|
1,864,601
|
|
|||
Inventory adjustment relating to exit activities - See Note 19
|
|
2,157
|
|
|
—
|
|
|
—
|
|
|||
Gross profit
|
|
650,625
|
|
|
611,777
|
|
|
640,911
|
|
|||
Operating expenses
|
|
369,863
|
|
|
352,767
|
|
|
358,381
|
|
|||
Restructuring and other exit charges - See Note 19
|
|
7,160
|
|
|
12,978
|
|
|
11,436
|
|
|||
Impairment of goodwill, indefinite-lived intangibles and fixed assets - See Note 5
|
|
14,016
|
|
|
36,252
|
|
|
23,946
|
|
|||
Legal proceedings charge / (reversal of legal accrual, net of fees) - See Note 18
|
|
23,725
|
|
|
3,201
|
|
|
(16,233
|
)
|
|||
Gain on sale of facility
|
|
—
|
|
|
(3,420
|
)
|
|
—
|
|
|||
Operating earnings
|
|
235,861
|
|
|
209,999
|
|
|
263,381
|
|
|||
Interest expense
|
|
22,197
|
|
|
22,343
|
|
|
19,644
|
|
|||
Other (income) expense, net
|
|
969
|
|
|
5,719
|
|
|
(5,602
|
)
|
|||
Earnings before income taxes
|
|
212,695
|
|
|
181,937
|
|
|
249,339
|
|
|||
Income tax expense
|
|
54,472
|
|
|
50,113
|
|
|
67,814
|
|
|||
Net earnings
|
|
158,223
|
|
|
131,824
|
|
|
181,525
|
|
|||
Net (losses) earnings attributable to noncontrolling interests
|
|
(1,991
|
)
|
|
(4,326
|
)
|
|
337
|
|
|||
Net earnings attributable to EnerSys stockholders
|
|
$
|
160,214
|
|
|
$
|
136,150
|
|
|
$
|
181,188
|
|
Net earnings per common share attributable to EnerSys stockholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.69
|
|
|
$
|
3.08
|
|
|
$
|
3.97
|
|
Diluted
|
|
$
|
3.64
|
|
|
$
|
2.99
|
|
|
$
|
3.77
|
|
Dividends per common share
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
43,389,333
|
|
|
44,276,713
|
|
|
45,606,317
|
|
|||
Diluted
|
|
44,012,543
|
|
|
45,474,130
|
|
|
48,052,729
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net earnings
|
|
$
|
158,223
|
|
|
$
|
131,824
|
|
|
$
|
181,525
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Net unrealized gain on derivative instruments, net of tax
|
|
1,587
|
|
|
483
|
|
|
2,158
|
|
|||
Pension funded status adjustment, net of tax
|
|
(3,694
|
)
|
|
1,858
|
|
|
(8,512
|
)
|
|||
Foreign currency translation adjustment
|
|
(53,730
|
)
|
|
8,035
|
|
|
(171,830
|
)
|
|||
Total other comprehensive (loss) income, net of tax
|
|
(55,837
|
)
|
|
10,376
|
|
|
(178,184
|
)
|
|||
Total comprehensive income
|
|
102,386
|
|
|
142,200
|
|
|
3,341
|
|
|||
Comprehensive loss attributable to noncontrolling interests
|
|
(2,353
|
)
|
|
(5,576
|
)
|
|
(1,027
|
)
|
|||
Comprehensive income attributable to EnerSys stockholders
|
|
$
|
104,739
|
|
|
$
|
147,776
|
|
|
$
|
4,368
|
|
(In Thousands)
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional 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, 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
|
|
|||||||||
Shares issued under equity awards (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
|
|
|||||||||
Shares issued under equity awards (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
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
19,185
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,185
|
|
|
—
|
|
|
19,185
|
|
|||||||||
Shares issued under equity awards (taxes paid related to net share settlement of equity awards), net
|
|
—
|
|
|
3
|
|
|
(7,447
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,444
|
)
|
|
—
|
|
|
(7,444
|
)
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
(480
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(480
|
)
|
|
—
|
|
|
(480
|
)
|
|||||||||
Net earnings (excluding $2,021 of losses attributable to redeemable noncontrolling interests)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160,214
|
|
|
—
|
|
|
160,214
|
|
|
30
|
|
|
160,244
|
|
|||||||||
Dividends ($0.70 per common share)
|
|
—
|
|
|
—
|
|
|
737
|
|
|
—
|
|
|
(31,137
|
)
|
|
—
|
|
|
(30,400
|
)
|
|
—
|
|
|
(30,400
|
)
|
|||||||||
Redemption value adjustment attributable to redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,725
|
|
|
—
|
|
|
4,725
|
|
|
—
|
|
|
4,725
|
|
|||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Pension funded status adjustment (net of tax expense of $142)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,694
|
)
|
|
(3,694
|
)
|
|
—
|
|
|
(3,694
|
)
|
|||||||||
Net unrealized gain (loss) on derivative instruments (net of tax expense of $929)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,587
|
|
|
1,587
|
|
|
—
|
|
|
1,587
|
|
|||||||||
Foreign currency translation adjustment (excludes $59 related to redeemable noncontrolling interests)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,368
|
)
|
|
(53,368
|
)
|
|
(421
|
)
|
|
(53,789
|
)
|
|||||||||
Balance at March 31, 2017
|
|
$
|
—
|
|
|
$
|
544
|
|
|
$
|
464,092
|
|
|
$
|
(439,800
|
)
|
|
$
|
1,231,444
|
|
|
$
|
(152,824
|
)
|
|
$
|
1,103,456
|
|
|
$
|
4,913
|
|
|
$
|
1,108,369
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
158,223
|
|
|
$
|
131,824
|
|
|
$
|
181,525
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
53,945
|
|
|
55,994
|
|
|
57,040
|
|
|||
Write-off of assets relating to restructuring and other exit charges
|
|
1,435
|
|
|
3,800
|
|
|
3,349
|
|
|||
Non-cash write-off of property, plant and equipment
|
|
6,300
|
|
|
—
|
|
|
—
|
|
|||
Gain on disposition of equity interest in Altergy
|
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|||
Impairment of goodwill, indefinite-lived intangibles and fixed assets
|
|
14,016
|
|
|
36,252
|
|
|
23,946
|
|
|||
Derivatives not designated in hedging relationships:
|
|
|
|
|
|
|
||||||
Net losses (gains)
|
|
471
|
|
|
409
|
|
|
(972
|
)
|
|||
Cash proceeds (settlements)
|
|
(1,225
|
)
|
|
648
|
|
|
654
|
|
|||
Provision for doubtful accounts
|
|
1,794
|
|
|
4,749
|
|
|
1,125
|
|
|||
Deferred income taxes
|
|
1,455
|
|
|
(753
|
)
|
|
31,886
|
|
|||
Legal proceedings accrual / (reversal of legal accrual, net of fees) - See Note 18
|
|
23,725
|
|
|
(799
|
)
|
|
(16,233
|
)
|
|||
Non-cash interest expense
|
|
1,388
|
|
|
2,794
|
|
|
9,546
|
|
|||
Stock-based compensation
|
|
19,185
|
|
|
19,603
|
|
|
25,259
|
|
|||
Gain on sale of facility
|
|
—
|
|
|
(4,348
|
)
|
|
—
|
|
|||
(Gain) loss on disposal of fixed assets
|
|
(7
|
)
|
|
(114
|
)
|
|
8
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(13,535
|
)
|
|
31,142
|
|
|
(13,250
|
)
|
|||
Inventory
|
|
(42,792
|
)
|
|
11,667
|
|
|
(10,153
|
)
|
|||
Prepaid and other current assets
|
|
3,721
|
|
|
4,751
|
|
|
(18,998
|
)
|
|||
Other assets
|
|
2,034
|
|
|
(331
|
)
|
|
701
|
|
|||
Accounts payable
|
|
845
|
|
|
12,178
|
|
|
(26,500
|
)
|
|||
Accrued expenses
|
|
9,333
|
|
|
(4,739
|
)
|
|
(64,147
|
)
|
|||
Other liabilities
|
|
5,719
|
|
|
2,844
|
|
|
11,685
|
|
|||
Net cash provided by operating activities
|
|
246,030
|
|
|
307,571
|
|
|
194,471
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(50,072
|
)
|
|
(55,880
|
)
|
|
(63,625
|
)
|
|||
Purchase of businesses
|
|
(12,392
|
)
|
|
(35,439
|
)
|
|
—
|
|
|||
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
|
|
631
|
|
|
1,217
|
|
|
2,009
|
|
|||
Net cash used in investing activities
|
|
(61,833
|
)
|
|
(80,923
|
)
|
|
(59,616
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Net increase (decrease) in short-term debt
|
|
(4,600
|
)
|
|
4,233
|
|
|
(11,923
|
)
|
|||
Proceeds from revolving credit borrowings
|
|
262,000
|
|
|
355,800
|
|
|
372,700
|
|
|||
Repayments of revolving credit borrowings
|
|
(267,000
|
)
|
|
(360,800
|
)
|
|
(322,700
|
)
|
|||
Proceeds from long-term debt
|
|
—
|
|
|
300,000
|
|
|
150,000
|
|
|||
Repayments of long-term debt
|
|
(15,000
|
)
|
|
(7,500
|
)
|
|
—
|
|
|||
Repayments of Convertible Notes
|
|
—
|
|
|
(172,266
|
)
|
|
(234
|
)
|
|||
Debt issuance costs
|
|
—
|
|
|
(5,031
|
)
|
|
(1,076
|
)
|
|||
Capital lease obligations and other
|
|
(98
|
)
|
|
(127
|
)
|
|
(260
|
)
|
|||
Proceeds from the issuance of common stock
|
|
3
|
|
|
4
|
|
|
5
|
|
|||
Payment of taxes related to net share settlement of equity awards
|
|
(7,447
|
)
|
|
(15,209
|
)
|
|
(12,676
|
)
|
|||
Excess tax benefits from exercise of stock options and vesting of equity awards
|
|
—
|
|
|
4,291
|
|
|
4,071
|
|
|||
Purchase of treasury stock
|
|
—
|
|
|
(178,244
|
)
|
|
(205,362
|
)
|
|||
Dividends paid to stockholders
|
|
(30,400
|
)
|
|
(30,880
|
)
|
|
(31,739
|
)
|
|||
Purchase of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|||
Net cash used by financing activities
|
|
(62,542
|
)
|
|
(105,729
|
)
|
|
(59,313
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(18,633
|
)
|
|
7,467
|
|
|
(46,724
|
)
|
|||
Net increase in cash and cash equivalents
|
|
103,022
|
|
|
128,386
|
|
|
28,818
|
|
|||
Cash and cash equivalents at beginning of year
|
|
397,307
|
|
|
268,921
|
|
|
240,103
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
500,329
|
|
|
$
|
397,307
|
|
|
$
|
268,921
|
|
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, U.S.A.,
|
•
|
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.
|
•
|
approximately $1,316 of excess tax benefits was recorded through income tax expense for fiscal 2017, adopted on a prospective basis;
|
•
|
excess tax benefits were included within operating cash flows adopted on a prospective basis;
|
•
|
cash paid by the Company when directly withholding shares to satisfy an employee's statutory tax obligations continued to be classified as a financing activity; and
|
•
|
no impact on prior periods due to adopting the guidance on a prospective basis.
|
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Raw materials
|
|
$
|
85,604
|
|
|
$
|
84,198
|
|
Work-in-process
|
|
107,177
|
|
|
104,085
|
|
||
Finished goods
|
|
167,913
|
|
|
142,798
|
|
||
Total
|
|
$
|
360,694
|
|
|
$
|
331,081
|
|
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Land, buildings, and improvements
|
|
$
|
251,030
|
|
|
$
|
249,112
|
|
Machinery and equipment
|
|
582,105
|
|
|
570,394
|
|
||
Construction in progress
|
|
33,418
|
|
|
35,450
|
|
||
|
|
866,553
|
|
|
854,956
|
|
||
Less accumulated depreciation
|
|
(518,004
|
)
|
|
(497,547
|
)
|
||
Total
|
|
$
|
348,549
|
|
|
$
|
357,409
|
|
|
|
March 31,
|
||||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
||||||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
$
|
96,849
|
|
|
$
|
(953
|
)
|
|
$
|
95,896
|
|
|
$
|
98,245
|
|
|
$
|
(953
|
)
|
|
$
|
97,292
|
|
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
66,187
|
|
|
(24,936
|
)
|
|
41,251
|
|
|
65,963
|
|
|
(18,485
|
)
|
|
47,478
|
|
||||||
Non-compete
|
|
2,846
|
|
|
(2,701
|
)
|
|
145
|
|
|
2,856
|
|
|
(2,457
|
)
|
|
399
|
|
||||||
Technology
|
|
22,549
|
|
|
(7,168
|
)
|
|
15,381
|
|
|
18,494
|
|
|
(5,423
|
)
|
|
13,071
|
|
||||||
Trademarks
|
|
2,003
|
|
|
(1,066
|
)
|
|
937
|
|
|
2,004
|
|
|
(983
|
)
|
|
1,021
|
|
||||||
Licenses
|
|
1,474
|
|
|
(1,124
|
)
|
|
350
|
|
|
1,487
|
|
|
(1,090
|
)
|
|
397
|
|
||||||
Total
|
|
$
|
191,908
|
|
|
$
|
(37,948
|
)
|
|
$
|
153,960
|
|
|
$
|
189,049
|
|
|
$
|
(29,391
|
)
|
|
$
|
159,658
|
|
|
|
Fiscal year ended March 31, 2017
|
||||||||||||||
|
|
Americas
|
|
EMEA
|
|
Asia
|
|
Total
|
||||||||
Balance at beginning of year
|
|
$
|
166,197
|
|
|
$
|
141,392
|
|
|
$
|
45,958
|
|
|
$
|
353,547
|
|
Reorganization of reporting structure
|
|
(11,628
|
)
|
|
11,628
|
|
|
—
|
|
|
—
|
|
||||
Goodwill acquired during the year, including purchase accounting adjustments
|
|
1,962
|
|
|
—
|
|
|
(840
|
)
|
|
1,122
|
|
||||
Goodwill impairment charge
|
|
(8,646
|
)
|
|
(3,570
|
)
|
|
—
|
|
|
(12,216
|
)
|
||||
Foreign currency translation adjustment
|
|
(903
|
)
|
|
(10,637
|
)
|
|
(2,256
|
)
|
|
(13,796
|
)
|
||||
Balance at end of year
|
|
$
|
146,982
|
|
|
$
|
138,813
|
|
|
$
|
42,862
|
|
|
$
|
328,657
|
|
|
|
Fiscal year ended March 31, 2016
|
||||||||||||||
|
|
Americas
|
|
EMEA
|
|
Asia
|
|
Total
|
||||||||
Balance at beginning of year
|
|
$
|
190,321
|
|
|
$
|
146,962
|
|
|
$
|
32,447
|
|
|
$
|
369,730
|
|
Reorganization of reporting structure
|
|
6,712
|
|
|
(6,712
|
)
|
|
—
|
|
|
—
|
|
||||
Goodwill acquired during the year
|
|
497
|
|
|
—
|
|
|
13,898
|
|
|
14,395
|
|
||||
Goodwill impairment charge
|
|
(29,578
|
)
|
|
(1,833
|
)
|
|
—
|
|
|
(31,411
|
)
|
||||
Foreign currency translation adjustment
|
|
(1,755
|
)
|
|
2,975
|
|
|
(387
|
)
|
|
833
|
|
||||
Balance at end of year
|
|
$
|
166,197
|
|
|
$
|
141,392
|
|
|
$
|
45,958
|
|
|
$
|
353,547
|
|
|
|
March 31, 2017
|
||||||||||||||
|
|
Americas
|
|
EMEA
|
|
Asia
|
|
Total
|
||||||||
Gross carrying value
|
|
$
|
204,827
|
|
|
$
|
144,966
|
|
|
$
|
48,041
|
|
|
$
|
397,834
|
|
Accumulated goodwill impairment charges
|
|
(57,845
|
)
|
|
(6,153
|
)
|
|
(5,179
|
)
|
|
(69,177
|
)
|
||||
Net book value
|
|
$
|
146,982
|
|
|
$
|
138,813
|
|
|
$
|
42,862
|
|
|
$
|
328,657
|
|
|
|
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,
|
||||||
|
|
2017
|
|
2016
|
||||
Prepaid non-income taxes
|
|
$
|
22,268
|
|
|
$
|
19,289
|
|
Prepaid income taxes
|
|
22,540
|
|
|
35,294
|
|
||
Non-trade receivables
|
|
4,318
|
|
|
2,876
|
|
||
Other
|
|
22,120
|
|
|
19,593
|
|
||
Total
|
|
$
|
71,246
|
|
|
$
|
77,052
|
|
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Payroll and benefits
|
|
$
|
56,295
|
|
|
$
|
48,470
|
|
Accrued selling expenses
|
|
34,561
|
|
|
32,759
|
|
||
Income taxes payable
|
|
13,708
|
|
|
17,345
|
|
||
Warranty
|
|
20,595
|
|
|
20,198
|
|
||
Freight
|
|
14,583
|
|
|
13,791
|
|
||
VAT and other non-income taxes
|
|
11,380
|
|
|
4,302
|
|
||
Deferred income
|
|
10,661
|
|
|
9,840
|
|
||
Restructuring
|
|
2,812
|
|
|
2,989
|
|
||
Interest
|
|
6,315
|
|
|
6,297
|
|
||
Pension
|
|
1,222
|
|
|
1,321
|
|
||
Other
|
|
54,378
|
|
|
43,184
|
|
||
Total
|
|
$
|
226,510
|
|
|
$
|
200,496
|
|
|
|
As of March 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Principal
|
|
Unamortized Issuance Costs
|
|
Principal
|
|
Unamortized Issuance Costs
|
||||||||
5.00% Senior Notes due 2023
|
|
$
|
300,000
|
|
|
$
|
3,746
|
|
|
$
|
300,000
|
|
|
$
|
4,370
|
|
2011 Credit Facility, due 2018
|
|
292,500
|
|
|
1,145
|
|
|
312,500
|
|
|
1,909
|
|
||||
|
|
$
|
592,500
|
|
|
$
|
4,891
|
|
|
$
|
612,500
|
|
|
$
|
6,279
|
|
Less: Unamortized issuance costs
|
|
4,891
|
|
|
|
|
6,279
|
|
|
|
||||||
Less: Current portion
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Long-term debt, net of unamortized issuance costs
|
|
$
|
587,609
|
|
|
|
|
$
|
606,221
|
|
|
|
|
|
|
||
2018
|
|
$
|
24,510
|
|
2019
|
|
19,724
|
|
|
2020
|
|
16,327
|
|
|
2021
|
|
12,115
|
|
|
2022
|
|
9,559
|
|
|
Thereafter
|
|
16,459
|
|
|
Total minimum lease payments
|
|
$
|
98,694
|
|
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Pension
|
|
$
|
42,930
|
|
|
$
|
41,309
|
|
Warranty
|
|
25,521
|
|
|
28,224
|
|
||
Deferred income
|
|
4,929
|
|
|
6,007
|
|
||
Liability for uncertain tax benefits
|
|
1,562
|
|
|
2,176
|
|
||
Other
|
|
8,659
|
|
|
8,763
|
|
||
Total
|
|
$
|
83,601
|
|
|
$
|
86,479
|
|
|
|
Total Fair Value
Measurement March 31, 2017 |
|
Quoted Price in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Lead forward contracts
|
|
$
|
1,163
|
|
|
$
|
—
|
|
|
$
|
1,163
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
(313
|
)
|
|
—
|
|
|
(313
|
)
|
|
—
|
|
||||
Total derivatives
|
|
$
|
850
|
|
|
$
|
—
|
|
|
$
|
850
|
|
|
$
|
—
|
|
|
|
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
|
)
|
|
$
|
—
|
|
|
|
March 31, 2017
|
|
|
|
March 31, 2016
|
|
|
||||||||||||||||
|
|
Carrying
Amount
|
|
|
|
Fair Value
|
|
|
|
Carrying
Amount
|
|
|
|
Fair Value
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives(1)
|
|
$
|
1,163
|
|
|
|
|
$
|
1,163
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Notes (2)
|
|
300,000
|
|
|
|
|
303,000
|
|
|
|
|
300,000
|
|
|
|
|
288,000
|
|
|
|
||||
Derivatives(1)
|
|
$
|
313
|
|
|
|
|
$
|
313
|
|
|
|
|
$
|
1,487
|
|
|
|
|
$
|
1,487
|
|
|
|
(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, 2017 and March 31, 2016).
|
(2)
|
The fair value amount of the Notes at March 31, 2017 at March 31, 2016 represents the trading value of the instruments.
|
|
|
Derivatives and Hedging Activities
Designated as Cash Flow Hedges
|
|
Derivatives and Hedging Activities
Not Designated as Hedging Instruments
|
||||||||||||
|
|
March 31, 2017
|
|
March 31, 2016
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||||
Prepaid and other current assets
|
|
|
|
|
|
|
|
|
||||||||
Lead forward contracts
|
|
$
|
1,163
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
1,174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued expenses
|
|
|
|
|
|
|
|
|
||||||||
Lead forward contracts
|
|
$
|
—
|
|
|
$
|
499
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
—
|
|
|
350
|
|
|
324
|
|
|
638
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
849
|
|
|
$
|
324
|
|
|
$
|
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 forward contracts
|
|
$
|
7,907
|
|
|
Cost of goods sold
|
|
$
|
5,803
|
|
Foreign currency forward contracts
|
|
845
|
|
|
Cost of goods sold
|
|
433
|
|
||
Total
|
|
$
|
8,752
|
|
|
|
|
$
|
6,236
|
|
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
|
$
|
(471
|
)
|
Total
|
|
$
|
(471
|
)
|
|
|
|
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 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 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
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current income tax expense
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
30,362
|
|
|
$
|
29,082
|
|
|
$
|
12,299
|
|
State
|
|
4,855
|
|
|
4,750
|
|
|
3,044
|
|
|||
Foreign
|
|
17,800
|
|
|
17,034
|
|
|
20,585
|
|
|||
Total current income tax expense
|
|
53,017
|
|
|
50,866
|
|
|
35,928
|
|
|||
Deferred income tax expense (benefit)
|
|
|
|
|
|
|
||||||
Federal
|
|
857
|
|
|
(3,706
|
)
|
|
25,113
|
|
|||
State
|
|
590
|
|
|
124
|
|
|
1,771
|
|
|||
Foreign
|
|
8
|
|
|
2,829
|
|
|
5,002
|
|
|||
Total deferred income tax expense (benefit)
|
|
1,455
|
|
|
(753
|
)
|
|
31,886
|
|
|||
Total income tax expense
|
|
$
|
54,472
|
|
|
$
|
50,113
|
|
|
$
|
67,814
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
|
$
|
80,436
|
|
|
$
|
64,235
|
|
|
$
|
76,327
|
|
Foreign
|
|
132,259
|
|
|
117,702
|
|
|
173,012
|
|
|||
Earnings before income taxes
|
|
$
|
212,695
|
|
|
$
|
181,937
|
|
|
$
|
249,339
|
|
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
2,419
|
|
|
$
|
1,450
|
|
Inventories
|
|
6,521
|
|
|
6,596
|
|
||
Net operating loss carryforwards
|
|
46,178
|
|
|
50,094
|
|
||
Accrued expenses
|
|
29,783
|
|
|
25,436
|
|
||
Other assets
|
|
20,282
|
|
|
22,551
|
|
||
Gross deferred tax assets
|
|
105,183
|
|
|
106,127
|
|
||
Less valuation allowance
|
|
(27,053
|
)
|
|
(25,416
|
)
|
||
Total deferred tax assets
|
|
78,130
|
|
|
80,711
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
24,319
|
|
|
25,302
|
|
||
Other intangible assets
|
|
67,388
|
|
|
65,879
|
|
||
Other liabilities
|
|
759
|
|
|
2,008
|
|
||
Total deferred tax liabilities
|
|
92,466
|
|
|
93,189
|
|
||
Net deferred tax liabilities
|
|
$
|
(14,336
|
)
|
|
$
|
(12,478
|
)
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
United States statutory income tax expense (at 35%)
|
|
$
|
74,444
|
|
|
$
|
63,678
|
|
|
$
|
87,269
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
||||||
State income taxes, net of federal effect
|
|
3,677
|
|
|
3,282
|
|
|
3,206
|
|
|||
Nondeductible expenses, domestic manufacturing deduction and other
|
|
1,993
|
|
|
(1,407
|
)
|
|
8,128
|
|
|||
Legal proceedings charge - European Competition Investigations - See Note 18
|
|
7,873
|
|
|
668
|
|
|
—
|
|
|||
Goodwill impairment - See Note 5
|
|
3,812
|
|
|
6,475
|
|
|
5,194
|
|
|||
Effect of foreign operations
|
|
(39,377
|
)
|
|
(28,845
|
)
|
|
(37,775
|
)
|
|||
Valuation allowance
|
|
2,050
|
|
|
6,262
|
|
|
1,792
|
|
|||
Income tax expense
|
|
$
|
54,472
|
|
|
$
|
50,113
|
|
|
$
|
67,814
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
2,375
|
|
|
$
|
4,112
|
|
|
$
|
3,743
|
|
Increases related to current year tax positions
|
|
252
|
|
|
422
|
|
|
3,241
|
|
|||
Increases related to prior year tax positions
|
|
31
|
|
|
470
|
|
|
9
|
|
|||
Decreases related to prior tax positions due to foreign currency translation
|
|
(352
|
)
|
|
—
|
|
|
(85
|
)
|
|||
Decreases related to prior year tax positions settled
|
|
(678
|
)
|
|
(2,315
|
)
|
|
(2,695
|
)
|
|||
Lapse of statute of limitations
|
|
(178
|
)
|
|
(314
|
)
|
|
(101
|
)
|
|||
Balance at end of year
|
|
$
|
1,450
|
|
|
$
|
2,375
|
|
|
$
|
4,112
|
|
|
|
United States Plans
|
|
International Plans
|
||||||||||||||||||||
|
|
Fiscal year ended March 31,
|
|
Fiscal year ended March 31,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Service cost
|
|
$
|
371
|
|
|
$
|
482
|
|
|
$
|
400
|
|
|
$
|
871
|
|
|
$
|
820
|
|
|
$
|
767
|
|
Interest cost
|
|
664
|
|
|
682
|
|
|
673
|
|
|
1,848
|
|
|
1,904
|
|
|
2,546
|
|
||||||
Expected return on plan assets
|
|
(816
|
)
|
|
(855
|
)
|
|
(889
|
)
|
|
(1,875
|
)
|
|
(2,247
|
)
|
|
(2,248
|
)
|
||||||
Amortization and deferral
|
|
453
|
|
|
481
|
|
|
319
|
|
|
978
|
|
|
1,249
|
|
|
688
|
|
||||||
Curtailment loss
|
|
—
|
|
|
313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
672
|
|
|
$
|
1,103
|
|
|
$
|
503
|
|
|
$
|
1,822
|
|
|
$
|
1,726
|
|
|
$
|
1,753
|
|
|
|
United States Plans
|
|
International Plans
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at the beginning of the period
|
|
$
|
17,649
|
|
|
$
|
18,059
|
|
|
$
|
69,134
|
|
|
$
|
72,091
|
|
Service cost
|
|
371
|
|
|
482
|
|
|
871
|
|
|
820
|
|
||||
Interest cost
|
|
664
|
|
|
682
|
|
|
1,848
|
|
|
1,904
|
|
||||
Benefits paid, inclusive of plan expenses
|
|
(1,057
|
)
|
|
(912
|
)
|
|
(1,982
|
)
|
|
(1,944
|
)
|
||||
Plan curtailments and settlements
|
|
—
|
|
|
(120
|
)
|
|
(17
|
)
|
|
—
|
|
||||
Actuarial (gains) losses
|
|
(945
|
)
|
|
(542
|
)
|
|
11,863
|
|
|
(4,144
|
)
|
||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
(7,239
|
)
|
|
407
|
|
||||
Benefit obligation at the end of the period
|
|
$
|
16,682
|
|
|
$
|
17,649
|
|
|
$
|
74,478
|
|
|
$
|
69,134
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at the beginning of the period
|
|
$
|
11,839
|
|
|
$
|
12,379
|
|
|
$
|
32,314
|
|
|
$
|
34,401
|
|
Actual return on plan assets
|
|
1,455
|
|
|
(124
|
)
|
|
6,669
|
|
|
(591
|
)
|
||||
Employer contributions
|
|
494
|
|
|
496
|
|
|
1,640
|
|
|
1,504
|
|
||||
Benefits paid, inclusive of plan expenses
|
|
(1,057
|
)
|
|
(912
|
)
|
|
(1,982
|
)
|
|
(1,944
|
)
|
||||
Plan curtailments and settlements
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
(4,301
|
)
|
|
(1,056
|
)
|
||||
Fair value of plan assets at the end of the period
|
|
$
|
12,731
|
|
|
$
|
11,839
|
|
|
$
|
34,323
|
|
|
$
|
32,314
|
|
Funded status deficit
|
|
$
|
(3,951
|
)
|
|
$
|
(5,810
|
)
|
|
$
|
(40,155
|
)
|
|
$
|
(36,820
|
)
|
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Amounts recognized in the Consolidated Balance Sheets consist of:
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
46
|
|
|
$
|
—
|
|
Accrued expenses
|
|
(1,222
|
)
|
|
(1,321
|
)
|
||
Other liabilities
|
|
(42,930
|
)
|
|
(41,309
|
)
|
||
|
|
$
|
(44,106
|
)
|
|
$
|
(42,630
|
)
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Amounts recorded in AOCI before taxes:
|
|
|
|
|
|
|
||||||
Prior service cost
|
|
$
|
(377
|
)
|
|
$
|
(445
|
)
|
|
$
|
(800
|
)
|
Net loss
|
|
(28,475
|
)
|
|
(26,628
|
)
|
|
(28,734
|
)
|
|||
Net amount recognized
|
|
$
|
(28,852
|
)
|
|
$
|
(27,073
|
)
|
|
$
|
(29,534
|
)
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Changes in plan assets and benefit obligations:
|
|
|
|
|
|
|
||||||
Net loss (gain) arising during the year
|
|
5,485
|
|
|
(988
|
)
|
|
13,831
|
|
|||
Effect of exchange rates on amounts included in AOCI
|
|
(2,275
|
)
|
|
142
|
|
|
(3,565
|
)
|
|||
Amounts recognized as a component of net periodic benefit costs:
|
|
|
|
|
|
|
||||||
Amortization of prior service cost
|
|
(42
|
)
|
|
(382
|
)
|
|
(101
|
)
|
|||
Amortization or settlement recognition of net loss
|
|
(1,389
|
)
|
|
(1,661
|
)
|
|
(906
|
)
|
|||
Total recognized in other comprehensive (income) loss
|
|
$
|
1,779
|
|
|
$
|
(2,889
|
)
|
|
$
|
9,259
|
|
Prior service cost
|
$
|
(42
|
)
|
Net loss
|
(1,633
|
)
|
|
Net amount expected to be recognized
|
$
|
(1,675
|
)
|
|
|
|
|
United States Plans
|
|
International Plans
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
All defined benefit plans:
|
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligation
|
|
$
|
16,682
|
|
|
$
|
17,649
|
|
|
$
|
70,801
|
|
|
$
|
65,732
|
|
Unfunded defined benefit plans:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,623
|
|
|
$
|
30,272
|
|
Accumulated benefit obligation
|
|
—
|
|
|
—
|
|
|
27,220
|
|
|
28,875
|
|
||||
Defined benefit plans with a projected benefit obligation in excess of the fair value of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
16,682
|
|
|
$
|
17,649
|
|
|
$
|
73,920
|
|
|
$
|
69,134
|
|
Fair value of plan assets
|
|
12,731
|
|
|
11,839
|
|
|
33,719
|
|
|
32,314
|
|
||||
Defined benefit plans with an accumulated benefit obligation in excess of the fair value of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
16,682
|
|
|
$
|
17,649
|
|
|
$
|
73,920
|
|
|
$
|
69,134
|
|
Accumulated benefit obligation
|
|
16,682
|
|
|
17,649
|
|
|
70,281
|
|
|
65,732
|
|
||||
Fair value of plan assets
|
|
12,731
|
|
|
11,839
|
|
|
33,719
|
|
|
32,314
|
|
|
|
United States Plans
|
|
International Plans
|
|||||||||||
|
|
Fiscal year ended March 31,
|
|
Fiscal year ended March 31,
|
|||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|||
Discount rate
|
|
3.9
|
%
|
|
3.8
|
%
|
|
4.5
|
%
|
|
1.8-3.7%
|
|
1.25-3.4%
|
|
3.0-4.6%
|
Expected return on plan assets
|
|
7.0
|
|
|
7.0
|
|
|
7.8
|
|
|
3.3-6.5
|
|
3.2-6.5
|
|
4.4-7.0
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
1.5-4.0
|
|
1.5-3.75
|
|
2.0-4.0
|
|
|
United States Plans
|
|
International Plans
|
||||||
|
|
March 31,
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||
Discount rate
|
|
4.1
|
%
|
|
3.9
|
%
|
|
1.5-3.5%
|
|
1.8-3.7%
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
1.5-4.0
|
|
1.5-4.0
|
|
|
March 31, 2017
|
||||||||||||||||||||||||||||||
|
|
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
|
|
$
|
305
|
|
|
$
|
305
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88
|
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
US(a)
|
|
8,363
|
|
|
8,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International(b)
|
|
1,050
|
|
|
1,050
|
|
|
—
|
|
|
—
|
|
|
22,727
|
|
|
—
|
|
|
22,727
|
|
|
—
|
|
||||||||
Fixed income(c)
|
|
3,013
|
|
|
3,013
|
|
|
—
|
|
|
—
|
|
|
11,508
|
|
|
—
|
|
|
11,508
|
|
|
—
|
|
||||||||
Total
|
|
$
|
12,731
|
|
|
$
|
12,731
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,323
|
|
|
$
|
88
|
|
|
$
|
34,235
|
|
|
$
|
—
|
|
|
|
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
|
|
|
$
|
—
|
|
(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.
|
|
|
||
2018
|
$
|
2,483
|
|
2019
|
2,560
|
|
|
2020
|
2,749
|
|
|
2021
|
3,131
|
|
|
2022
|
3,324
|
|
|
Years 2023-2027
|
20,230
|
|
|
|
|
Shares outstanding as of March 31, 2014
|
46,942,126
|
|
Purchase of treasury stock
|
(3,274,829
|
)
|
Shares issued towards 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 towards 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
|
|
Shares issued towards equity-based compensation plans, net of equity awards surrendered for option price and taxes
|
258,034
|
|
Shares outstanding as of March 31, 2017
|
43,447,536
|
|
|
|
Beginning
Balance
|
|
Before Reclassifications
|
|
Amount Reclassified from AOCI
|
|
Ending
Balance
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Pension funded status adjustment
|
|
$
|
(21,861
|
)
|
|
$
|
(4,659
|
)
|
|
$
|
965
|
|
|
$
|
(25,555
|
)
|
Net unrealized gain (loss) on derivative instruments
|
|
388
|
|
|
5,523
|
|
|
(3,936
|
)
|
|
1,975
|
|
||||
Foreign currency translation adjustment
|
|
(75,876
|
)
|
|
(53,368
|
)
|
|
—
|
|
|
(129,244
|
)
|
||||
Accumulated other comprehensive loss
|
|
$
|
(97,349
|
)
|
|
$
|
(52,504
|
)
|
|
$
|
(2,971
|
)
|
|
$
|
(152,824
|
)
|
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) income
|
|
$
|
67,845
|
|
|
$
|
(179,436
|
)
|
|
$
|
2,616
|
|
|
$
|
(108,975
|
)
|
Components of AOCI
|
|
Amounts Reclassified from AOCI
|
|
Location of (Gain) Loss Recognized on Income Statement
|
||
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
||
Net unrealized gain on derivative instruments
|
|
$
|
(6,236
|
)
|
|
Cost of goods sold
|
Tax expense
|
|
2,300
|
|
|
|
|
Net unrealized gain on derivative instruments, net of tax
|
|
$
|
(3,936
|
)
|
|
|
|
|
|
|
|
||
Defined benefit pension costs:
|
|
|
|
|
||
Prior service costs and deferrals
|
|
$
|
1,431
|
|
|
Net periodic benefit cost, included in cost of goods sold and operating expenses - See Note 14
|
Tax benefit
|
|
(466
|
)
|
|
|
|
Net periodic benefit cost, net of tax
|
|
$
|
965
|
|
|
|
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 and 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 and operating expenses - See Note 14
|
Tax benefit
|
|
(260
|
)
|
|
|
|
Net periodic benefit cost, net of tax
|
|
$
|
747
|
|
|
|
|
|
||
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
|
|
Net losses attributable to redeemable noncontrolling interests
|
(2,021
|
)
|
|
Deconsolidation of joint venture
|
(4,035
|
)
|
|
Foreign currency translation adjustment
|
59
|
|
|
Balance as of March 31, 2017
|
$
|
—
|
|
|
|
2017
|
|
2016
|
2015
|
|||
Risk-free interest rate
|
|
1.41
|
%
|
|
1.79
|
%
|
1.94
|
%
|
Dividend yield
|
|
1.22
|
%
|
|
1.02
|
%
|
1.00
|
%
|
Expected life (years)
|
|
6
|
|
|
6
|
|
6
|
|
Volatility
|
|
30.4
|
%
|
|
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, 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
|
|
|
7.0
|
|
$
|
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
|
|
|
Granted
|
|
242,068
|
|
|
|
|
57.60
|
|
—
|
|
—
|
|
||
Exercised
|
|
(263
|
)
|
|
|
|
18.25
|
|
—
|
|
12
|
|
||
Expired
|
|
(434
|
)
|
|
|
|
—
|
|
|
—
|
|
|||
Options outstanding as of March 31, 2017
|
|
451,668
|
|
|
8.4
|
|
$
|
62.29
|
|
|
$
|
7,520
|
|
|
Options exercisable as of March 31, 2017
|
|
98,788
|
|
|
7.2
|
|
$
|
66.55
|
|
|
$
|
1,224
|
|
|
Options vested and expected to vest, as of March 31, 2017
|
|
442,808
|
|
|
8.4
|
|
$
|
62.36
|
|
|
$
|
7,340
|
|
|
|
Options Outstanding
|
|||||||
Range of Exercise Prices
|
|
Number of
Options
|
|
Weighted-
Average
Remaining
Contractual Life
|
|
Weighted-
Average
Exercise Price
|
|||
$15.01-$20.00
|
|
5,122
|
|
|
0.2
|
|
$
|
18.34
|
|
$55.01-$60.00
|
|
242,068
|
|
|
9.1
|
|
57.60
|
|
|
$65-01-$69.85
|
|
204,478
|
|
|
7.7
|
|
68.94
|
|
|
|
|
451,668
|
|
|
8.4
|
|
$
|
62.29
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Risk-free interest rate
|
|
0.94
|
%
|
|
1.00
|
%
|
|
0.87
|
%
|
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected life (years)
|
|
3
|
|
|
3
|
|
|
3
|
|
Volatility
|
|
31.74
|
%
|
|
25.52
|
%
|
|
30.83
|
%
|
|
|
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, 2016
|
|
502,440
|
|
|
$
|
51.26
|
|
|
548,946
|
|
|
$
|
64.46
|
|
Granted
|
|
264,305
|
|
|
56.40
|
|
|
83,720
|
|
|
70.79
|
|
||
Stock dividend
|
|
5,943
|
|
|
51.82
|
|
|
4,357
|
|
|
65.41
|
|
||
Performance factor
|
|
—
|
|
|
—
|
|
|
45,065
|
|
|
65.03
|
|
||
Vested
|
|
(160,453
|
)
|
|
50.63
|
|
|
(232,947
|
)
|
|
65.03
|
|
||
Canceled
|
|
(11,960
|
)
|
|
63.02
|
|
|
—
|
|
|
—
|
|
||
Non-vested awards as of March 31, 2017
|
|
600,275
|
|
|
$
|
51.96
|
|
|
449,141
|
|
|
$
|
65.41
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net earnings attributable to EnerSys stockholders
|
|
$
|
160,214
|
|
|
$
|
136,150
|
|
|
$
|
181,188
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
43,389,333
|
|
|
44,276,713
|
|
|
45,606,317
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
|
||||||
Common shares from exercise and lapse of equity awards, net of shares assumed reacquired
|
|
623,210
|
|
|
644,036
|
|
|
879,406
|
|
|||
Convertible Notes
|
|
—
|
|
|
553,381
|
|
|
1,567,006
|
|
|||
Diluted weighted-average number of common shares outstanding
|
|
44,012,543
|
|
|
45,474,130
|
|
|
48,052,729
|
|
|||
Basic earnings per common share attributable to EnerSys stockholders
|
|
$
|
3.69
|
|
|
$
|
3.08
|
|
|
$
|
3.97
|
|
Diluted earnings per common share attributable to EnerSys stockholders
|
|
$
|
3.64
|
|
|
$
|
2.99
|
|
|
$
|
3.77
|
|
Anti-dilutive equity awards not included in diluted weighted-average common shares
|
|
1,295
|
|
|
—
|
|
|
—
|
|
|
|
Employee
Severance
|
|
Other
|
|
Total
|
||||||
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
|
|
Accrued
|
|
4,566
|
|
|
742
|
|
|
5,308
|
|
|||
Costs incurred
|
|
(4,754
|
)
|
|
(604
|
)
|
|
(5,358
|
)
|
|||
Foreign currency impact and other
|
|
(108
|
)
|
|
(19
|
)
|
|
(127
|
)
|
|||
Balance at March 31, 2017
|
|
$
|
2,668
|
|
|
$
|
144
|
|
|
$
|
2,812
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
48,422
|
|
|
$
|
39,810
|
|
|
$
|
40,426
|
|
Current year provisions
|
|
17,852
|
|
|
19,735
|
|
|
18,413
|
|
|||
Costs incurred
|
|
(15,945
|
)
|
|
(13,998
|
)
|
|
(16,015
|
)
|
|||
Foreign currency translation adjustment
|
|
(4,213
|
)
|
|
2,875
|
|
|
(3,014
|
)
|
|||
Balance at end of year
|
|
$
|
46,116
|
|
|
$
|
48,422
|
|
|
$
|
39,810
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Foreign exchange transaction (gains) losses
|
|
$
|
(662
|
)
|
|
$
|
5,425
|
|
|
$
|
(5,011
|
)
|
Gain on disposition of equity interest in Altergy
|
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|||
Other
|
|
1,631
|
|
|
294
|
|
|
1,409
|
|
|||
Total
|
|
$
|
969
|
|
|
$
|
5,719
|
|
|
$
|
(5,602
|
)
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales by segment to unaffiliated customers
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
1,332,353
|
|
|
$
|
1,276,027
|
|
|
$
|
1,322,337
|
|
EMEA
|
|
763,013
|
|
|
787,402
|
|
|
948,845
|
|
|||
Asia
|
|
271,783
|
|
|
252,820
|
|
|
234,330
|
|
|||
Total net sales
|
|
$
|
2,367,149
|
|
|
$
|
2,316,249
|
|
|
$
|
2,505,512
|
|
Net sales by product line
|
|
|
|
|
|
|
||||||
Reserve power
|
|
$
|
1,142,327
|
|
|
$
|
1,109,154
|
|
|
$
|
1,252,637
|
|
Motive power
|
|
1,224,822
|
|
|
1,207,095
|
|
|
1,252,875
|
|
|||
Total net sales
|
|
$
|
2,367,149
|
|
|
$
|
2,316,249
|
|
|
$
|
2,505,512
|
|
Intersegment sales
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
26,039
|
|
|
$
|
32,984
|
|
|
$
|
29,987
|
|
EMEA
|
|
93,150
|
|
|
78,812
|
|
|
69,396
|
|
|||
Asia
|
|
22,584
|
|
|
23,590
|
|
|
33,786
|
|
|||
Total intersegment sales(1)
|
|
$
|
141,773
|
|
|
$
|
135,386
|
|
|
$
|
133,169
|
|
Operating earnings
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
191,500
|
|
|
$
|
182,774
|
|
|
$
|
162,741
|
|
EMEA
|
|
76,425
|
|
|
75,666
|
|
|
109,861
|
|
|||
Asia
|
|
14,994
|
|
|
570
|
|
|
9,928
|
|
|||
Inventory adjustment relating to exit activities—EMEA
|
|
(2,157
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring charges—Americas
|
|
(892
|
)
|
|
(2,058
|
)
|
|
—
|
|
|||
Restructuring and other exit charges—EMEA
|
|
(5,487
|
)
|
|
(9,501
|
)
|
|
(7,567
|
)
|
|||
Restructuring charges—Asia
|
|
(781
|
)
|
|
(1,419
|
)
|
|
(3,869
|
)
|
|||
Impairment of goodwill and indefinite-lived intangibles—Americas
|
|
(9,346
|
)
|
|
(32,999
|
)
|
|
(23,196
|
)
|
|||
Impairment of goodwill, indefinite-lived intangibles and fixed assets—EMEA
|
|
(4,670
|
)
|
|
(3,253
|
)
|
|
(750
|
)
|
|||
Reversal of legal accrual, net of fees—Americas
|
|
—
|
|
|
799
|
|
|
16,233
|
|
|||
Legal proceedings charge—EMEA
|
|
(23,725
|
)
|
|
(4,000
|
)
|
|
—
|
|
|||
Gain on sale of facility—Asia
|
|
—
|
|
|
3,420
|
|
|
—
|
|
|||
Total operating earnings(2)
|
|
$
|
235,861
|
|
|
$
|
209,999
|
|
|
$
|
263,381
|
|
Property, plant and equipment, net
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
190,169
|
|
|
$
|
177,720
|
|
|
$
|
168,274
|
|
EMEA
|
|
100,042
|
|
|
112,839
|
|
|
114,681
|
|
|||
Asia
|
|
58,338
|
|
|
66,850
|
|
|
73,899
|
|
|||
Total
|
|
$
|
348,549
|
|
|
$
|
357,409
|
|
|
$
|
356,854
|
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
34,809
|
|
|
$
|
39,127
|
|
|
$
|
34,768
|
|
EMEA
|
|
13,733
|
|
|
12,625
|
|
|
16,215
|
|
|||
Asia
|
|
1,530
|
|
|
4,128
|
|
|
12,642
|
|
|||
Total
|
|
$
|
50,072
|
|
|
$
|
55,880
|
|
|
$
|
63,625
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
30,204
|
|
|
$
|
31,070
|
|
|
$
|
30,724
|
|
EMEA
|
|
15,693
|
|
|
16,337
|
|
|
19,664
|
|
|||
Asia
|
|
8,048
|
|
|
8,587
|
|
|
6,652
|
|
|||
Total
|
|
$
|
53,945
|
|
|
$
|
55,994
|
|
|
$
|
57,040
|
|
(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, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
600,603
|
|
|
$
|
576,048
|
|
|
$
|
563,697
|
|
|
$
|
626,801
|
|
|
$
|
2,367,149
|
|
Gross profit
|
|
166,334
|
|
|
161,295
|
|
|
155,884
|
|
|
167,112
|
|
|
650,625
|
|
|||||
Operating earnings(1)(2)(4)(7)
|
|
66,032
|
|
|
62,909
|
|
|
55,023
|
|
|
51,897
|
|
|
235,861
|
|
|||||
Net earnings
|
|
44,619
|
|
|
42,793
|
|
|
37,095
|
|
|
33,716
|
|
|
158,223
|
|
|||||
Net earnings attributable to EnerSys stockholders
|
|
44,573
|
|
|
45,636
|
|
|
36,235
|
|
|
33,770
|
|
|
160,214
|
|
|||||
Net earnings per common share attributable to EnerSys stockholders—basic
|
|
$
|
1.03
|
|
|
$
|
1.05
|
|
|
$
|
0.83
|
|
|
$
|
0.78
|
|
|
$
|
3.69
|
|
Net earnings per common share attributable to EnerSys stockholders—diluted
|
|
$
|
1.02
|
|
|
$
|
1.04
|
|
|
$
|
0.82
|
|
|
$
|
0.76
|
|
|
$
|
3.64
|
|
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(3)(5)(6)(7)
|
|
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
|
|
(1)
|
Included in Operating earnings were inventory adjustment relating to exit activities of $2,659 and $(502) in the second and third quarters of fiscal 2017, respectively.
|
(2)
|
Included in Operating earnings were restructuring and other exit charges of $1,297, $4,893, $(1,153) and $2,123 for the first, second, third and fourth quarters of fiscal 2017, respectively.
|
(3)
|
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.
|
(4)
|
Included in Operating earnings for the fourth quarter of fiscal 2017 was a charge relating to the impairment of goodwill, indefinite-lived intangibles for $14,016.
|
(5)
|
Included in Operating earnings for the fourth quarter of fiscal 2016 was a charge relating to the impairment of goodwill and other indefinite-lived intangibles for $36,252.
|
(6)
|
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.
|
(7)
|
Included in Operating earnings were legal proceedings charge of $17,000 and $6,725 for the third and fourth quarters of fiscal 2017, respectively. Included in Operating earnings for the second quarter of fiscal 2016 was a legal proceedings charge of $3,201.
|
|
|
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, 2015
|
|
$
|
9,446
|
|
|
$
|
1,125
|
|
|
$
|
(2,315
|
)
|
|
$
|
—
|
|
|
$
|
(694
|
)
|
|
$
|
7,562
|
|
Fiscal year ended March 31, 2016
|
|
7,562
|
|
|
4,749
|
|
|
(649
|
)
|
|
—
|
|
|
(269
|
)
|
|
11,393
|
|
||||||
Fiscal year ended March 31, 2017
|
|
11,393
|
|
|
1,794
|
|
|
(173
|
)
|
|
—
|
|
|
(352
|
)
|
|
12,662
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for inventory valuation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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
|
|
||||||
Fiscal year ended March 31, 2017
|
|
23,570
|
|
|
9,451
|
|
|
(14,219
|
)
|
|
—
|
|
|
(341
|
)
|
|
18,461
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred tax asset—valuation allowance: (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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
|
|
||||||
Fiscal year ended March 31, 2017
|
|
25,416
|
|
|
4,305
|
|
|
(2,255
|
)
|
|
—
|
|
|
(413
|
)
|
|
27,053
|
|
(1)
|
Primarily the impact of currency changes.
|
(2)
|
In fiscal 2017 and 2016,“Other” was primarily the impact of currency changes. In fiscal 2015, “Other” also included the reversal of deferred tax accounts and related valuation allowance upon the sale of certain foreign subsidiaries of the Company.
|
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
|
|
1,995,726
|
|
|
(1)
|
|
$
|
62.36
|
|
|
(2)
|
|
823,554
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Total
|
|
1,995,726
|
|
|
|
|
$
|
62.36
|
|
|
|
|
823,554
|
|
(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
|
|
Third Amended and Restated Bylaws (incorporated by reference to Exhibits 3.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on August 3, 2016).
|
|
|
|
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 4.3 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 9, 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 9, 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
|
|
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).
|
|
|
|
10.5
|
|
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).
|
|
|
|
10.6
|
|
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).
|
|
|
|
10.7
|
|
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).
|
|
|
|
10.8
|
|
Second Amended and Restated EnerSys 2010 Equity Incentive Plan (incorporated by reference to Appendix A to EnerSys’ Definitive Proxy Statement on Schedule 14A (File No. 001-32253) filed on June 23, 2016).
|
|
|
|
10.9
|
|
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).
|
|
|
|
10.10
|
|
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).
|
|
|
|
10.11
|
|
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).
|
|
|
|
10.12
|
|
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).
|
|
|
|
10.13
|
|
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).
|
|
|
|
10.14
|
|
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).
|
|
|
|
10.15
|
|
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).
|
|
|
|
10.16
|
|
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).
|
|
|
|
10.17
|
|
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).
|
|
|
|
10.18
|
|
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).
|
|
|
|
10.19
|
|
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).
|
|
|
|
10.20
|
|
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).
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
10.21
|
|
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).
|
|
|
|
10.22
|
|
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).
|
|
|
|
10.23
|
|
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).
|
|
|
|
10.24
|
|
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).
|
|
|
|
10.25
|
|
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).
|
|
|
|
10.26
|
|
Form of Indemnification Agreement - Directors and Officers (filed herewith).
|
|
|
|
10.27
|
|
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).
|
|
|
|
10.28
|
|
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).
|
|
|
|
10.29
|
|
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).
|
|
|
|
10.30
|
|
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).
|
|
|
|
10.31
|
|
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).
|
|
|
|
10.32
|
|
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).
|
|
|
|
10.33
|
|
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).
|
|
|
|
10.34
|
|
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).
|
|
|
|
10.35
|
|
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).
|
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
10.36
|
|
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).
|
|
|
|
10.37
|
|
Form of Stock Option 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, 2016 (File No. 001-32253) filed on May 31, 2016).
|
|
|
|
10.38
|
|
Form of Restricted Stock Unit Agreement - Employees - 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, 2016 (File No. 001-32253) filed on May 31, 2016).
|
|
|
|
10.39
|
|
Form of Performance Share Unit Agreement - Employees - 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, 2016 (File No. 001-32253) filed on May 31, 2016).
|
|
|
|
10.40
|
|
Employment Agreement, dated December 21, 2015, between EH Europe GmbH and Holger P. Aschke(incorporated by reference to Exhibit 10.49 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2016 (File No. 001-32253) filed on May 31, 2016).
|
|
|
|
10.41
|
|
Employment Agreement, dated April 1, 2016, between EnerSys Reserve Power Pte Ltd. and Myles Jones (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 - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema 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
|
|
/s/ DAVID M. SHAFFER
|
May 30, 2017
|
|
|
|
David M. Shaffer
Chief Executive Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
||
/s/ DAVID M. SHAFFER
|
|
Chief Executive Officer
|
|
May 30, 2017
|
David M. Shaffer
|
|
|
||
|
|
|
||
/s/ MICHAEL J. SCHMIDTLEIN
|
|
Chief Financial Officer
|
|
May 30, 2017
|
Michael J. Schmidtlein
|
|
|
||
|
|
|
||
/s/ KERRY M. KANE
|
|
Vice President and Corporate Controller (Principal Accounting Officer)
|
|
May 30, 2017
|
Kerry M. Kane
|
|
|
||
|
|
|
||
/s/ HWAN-YOON F. CHUNG
|
|
Director
|
|
May 30, 2017
|
Hwan-yoon F. Chung
|
|
|
|
|
|
|
|
|
|
/s/ HOWARD I. HOFFEN
|
|
Director
|
|
May 30, 2017
|
Howard I. Hoffen
|
|
|
||
|
|
|
||
/s/ ARTHUR T. KATSAROS
|
|
Director
|
|
May 30, 2017
|
Arthur T. Katsaros
|
|
|
||
|
|
|
|
|
/s/ JOHN F. LEHMAN
|
|
Director
|
|
May 30, 2017
|
John F. Lehman
|
|
|
|
|
|
|
|
||
/s/ GENERAL ROBERT MAGNUS, USMC (RETIRED)
|
|
Director
|
|
May 30, 2017
|
General Robert Magnus, USMC (Retired)
|
|
|
|
|
|
|
|
||
/s/ DENNIS S. MARLO
|
|
Director
|
|
May 30, 2017
|
Dennis S. Marlo
|
|
|
|
|
|
|
|
||
/s/ PAUL J. TUFANO
|
|
Director
|
|
May 30, 2017
|
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
|
|
Third Amended and Restated Bylaws (incorporated by reference to Exhibits 3.1 to EnerSys’ Current Report on Form 8-K (File No. 001-32253) filed on August 3, 2016).
|
|
|
|
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 4.3 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 9, 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 9, 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
|
|
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).
|
|
|
|
10.5
|
|
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).
|
|
|
|
10.6
|
|
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).
|
|
|
|
10.7
|
|
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).
|
|
|
|
10.8
|
|
Second Amended and Restated EnerSys 2010 Equity Incentive Plan (incorporated by reference to Appendix A to EnerSys’ Definitive Proxy Statement on Schedule 14A (File No. 001-32253) filed on June 23, 2016).
|
|
|
|
10.9
|
|
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).
|
Exhibit Number
|
|
Description of Exhibit
|
|
|
|
10.10
|
|
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).
|
|
|
|
10.11
|
|
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).
|
|
|
|
10.12
|
|
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).
|
|
|
|
10.13
|
|
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).
|
|
|
|
10.14
|
|
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).
|
|
|
|
10.15
|
|
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).
|
|
|
|
10.16
|
|
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).
|
|
|
|
10.17
|
|
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).
|
|
|
|
10.18
|
|
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).
|
|
|
|
10.19
|
|
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).
|
|
|
|
10.20
|
|
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).
|
|
|
|
10.21
|
|
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).
|
|
|
|
10.22
|
|
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).
|
|
|
|
10.23
|
|
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).
|
|
|
|
10.24
|
|
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).
|
|
|
|
10.25
|
|
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).
|
Exhibit Number
|
|
Description of Exhibit
|
|
|
|
10.26
|
|
Form of Indemnification Agreement - Directors and Officers (filed herewith).
|
|
|
|
10.27
|
|
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).
|
|
|
|
10.28
|
|
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).
|
|
|
|
10.29
|
|
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).
|
|
|
|
10.30
|
|
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).
|
|
|
|
10.31
|
|
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).
|
|
|
|
10.32
|
|
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).
|
|
|
|
10.33
|
|
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).
|
|
|
|
10.34
|
|
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).
|
|
|
|
10.35
|
|
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).
|
|
|
|
10.36
|
|
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).
|
|
|
|
10.37
|
|
Form of Stock Option 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, 2016 (File No. 001-32253) filed on May 31, 2016).
|
|
|
|
10.38
|
|
Form of Restricted Stock Unit Agreement - Employees - 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, 2016 (File No. 001-32253) filed on May 31, 2016).
|
|
|
|
10.39
|
|
Form of Performance Share Unit Agreement - Employees - 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, 2016 (File No. 001-32253) filed on May 31, 2016).
|
|
|
|
10.40
|
|
Employment Agreement, dated December 21, 2015, between EH Europe GmbH and Holger P. Aschke(incorporated by reference to Exhibit 10.49 to EnerSys’ Annual Report on Form 10-K for the year ended March 31, 2016 (File No. 001-32253) filed on May 31, 2016).
|
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
10.41
|
|
Employment Agreement, dated April 1, 2016, between EnerSys Reserve Power Pte Ltd. and Myles Jones (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 - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema 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.
|
(a)
|
to the extent prohibited by the DGCL;
|
(b)
|
to the extent payment with respect to any indemnifiable matter is actually made to the Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or other agreement of the Company or any other Person on whose board the Indemnitee serves at the request of the Company; or
|
(c)
|
in connection with an action, suit or proceeding, or part thereof (including claims and counterclaims) initiated by the Indemnitee, except a judicial proceeding or arbitration pursuant to Section 10 to enforce the rights under this Agreement, unless the action, suit or proceeding (or part thereof) was authorized by the Board.
|
(1)
|
EnerSys Reserve Power Pte Ltd, (the “Company”) having an office at 152 Beach Road, #11-03 Gateway East, Singapore 189721; and
|
(2)
|
Mr Myles Jones, Passport No. (UK) 761216087 (the “Executive”)
|
1.
|
General Provisions
|
1.1
|
The Company has agreed to appoint the Executive in the position of President, Asia and the Executive accepts such appointment subject to the terms of this agreement and successfully obtaining an employment pass to work in Singapore.
|
1.2
|
The Executive will commence the new appointment on 1st April 2016 until such time that his employment is terminated in accordance with Clause 19.
|
1.3
|
This Agreement supersedes the provisions of the entire Executive’s previous Employment Agreements and all previous Employment Agreements are hereby cancelled including that signed with EH Europe GmbH dated 1st April 2012.
|
1.4
|
The Executive shall retain his complete rights to years of service and the seniority with the company.
|
1.5
|
The Executive shall report directly to Todd Sechrist, Executive Vice President and COO.
|
2.
|
Function and Fidelity
|
2.1
|
The duties of the Executive shall include, without limitation, those listed in the job description in Appendix 1.
|
2.2
|
The Executive shall at all times perform his duties diligently and carefully and in accordance with the lawful orders or directions given to him by the Company.
|
2.3
|
The Executive shall devote his full working capacity to the benefit of the Company and the Group, and he shall promote the affairs of the Company and the Group diligently and carefully.
|
2.4
|
If the Executive wishes to perform any employment task or assignment for or on behalf of other entities (whether gratuitously or for gain), he must obtain the prior written consent of the Company. This restriction does not apply to the performance of employment tasks or assignments on behalf of a Group Entity.
|
2.5
|
If the Executive wishes to participate in any other entity or the running of his own business, he must obtain the prior written consent of the Company. This restriction does not apply to the purchase by the Executive of up to 10% of the entire outstanding shares of a public listed company for personal investment purposes.
|
2.6
|
During the term of this Agreement, the Executive shall not at any time make any statement which, in the reasonable opinion of the Company, is untrue or misleading in relation to the Company or the Group. After the termination of this Agreement in accordance with Clause 19 or after the completion of the Term (whichever is applicable) (both events to be collectively referred to as “End of Employment”), the Executive shall not represent himself as being directly or indirectly employed by or in any way connected with or interested in the business of the Company or the Group.
|
3.1
|
The Executive’s place of work shall be at 152 Beach Road, #11-03 Gateway East, Singapore 189721 and such other places as may be necessary for the proper performance of his duties.
|
3.2
|
The normal working hours of the Executive shall be from 9.00 am to 5.30 pm Monday to Friday. However the executive will use his discretion as to when he needs to work beyond the above hours to ensure an orderly performance of his duties.
|
4.
|
Base Salary/Superannuation
|
4.1
|
In return for the performance of his duties under this Agreement, the Company shall pay the Executive a fixed gross annual base salary in the amount of SGD420,000 (in words: Four Hundred and Twenty Thousand) (the ‘Fixed Base Salary) which is payable on twelve months pro-rata basis in a year less any payroll deductions that are payable on his salary. The company can arrange to split the payroll between the UK and Singapore at a fixed exchange rate if the Executive chooses to do it.
|
4.2
|
The Company shall pay the Executive a fixed annual allowance of SGD40,000 being the Company contribution to the Executive pension and life insurance and it will be paid in twelve monthly equal instalment. The Executive will not be entitled to any further pension fund, life and personal accident insurance and social contributions.
|
4.3
|
The Executive shall not be entitled to remuneration for overtime work.
|
5.
|
Management Incentive Program
|
5.1
|
In addition to the remuneration stated in sub-clause 4.1 the Executive shall be entitled to participate in the EnerSys Management Incentive Program (MIP). The MIP potential is 70% of his fixed annual salary pro-rata for months worked. Such MIP payouts are not contractual and payout will be in accordance to the EnerSys guidelines and rules set up yearly by the Compensation Committee. Any bonus earned will be paid with the authorization of the President & CEO of EnerSys following auditing of the accounts, normally in June of each year in respect of bonus earned the previous fiscal year.
|
6.
|
Housing Allowance
|
6.1
|
The Company shall pay the Executive a fixed monthly housing allowance of SGD15, 500.
|
6.2
|
The Executive will be responsible for the utility, telephone, broadband and cable television charges in his house/apartment.
|
7.1
|
All decisions regarding the allocation of EnerSys stock and vesting requirements are at the sole discretion of the Compensation Committee of the EnerSys’ Board of Directors.
|
8
|
Transportation
|
8.1
|
The Company will provide the Executive with a company car. The VP, Human Resources shall approve the type of car to be provided and it will be fully maintained by the Company. By mutual agreement the Company may replace the company car with a car allowance that will be determined by the VP, Human Resources.
|
8.2
|
All other details shall be regulated in accordance to the Company Car policy.
|
9.
|
Schooling
|
9.1
|
The Company will pay the costs of the Executive children’s education in an International School in Singapore or a school in the UK with the agreement of the Company. This will include middle through high school. The Company will reimburse for required uniforms, fees, and books. Other costs such as field trips, music lessons, sports fees, gym clothes, lunch, etc. will not be paid by the Company.
|
9.2
|
The Company will not pay for any costs associated with the Executive children college/university education. If his children attends full-time university outside of Singapore, the Company will provide 2 coach class air tickets per year for each child to visit him
|
10.
|
Medical Benefits
|
10.1
|
The Company will provide the Executive and his family with an Aetna Healthcare plan. This benefit will be phased out at the end of the 5th year period and thereafter the Executive will be provided with medical benefits in accordance with the local policies/practices of the company.
|
11.
|
Vacation Leaves
|
11.1
|
The Executive shall be entitled to Thirty (30) working days of vacation per calendar year pro-rated in accordance to the number of completed month of service. The Executive vacation leave entitlement in Switzerland will be calculated up to the date he starts on his assignment in Singapore and brought forward to Singapore.
|
11.2
|
The Executive is entitled to all gazetted public holidays in Singapore.
|
12.1
|
The Company will provide 4 business class and 4 coach class return tickets to the Executive and family for each full 12 months of service. These include the air tickets provided in clause 9.2.
|
13.
|
Relocation and Integration Costs
|
13.1
|
The Company will pay for the relocation cost of the Executive personal and household goods including pets from Switzerland to the UK and / or Singapore.
|
14.1
|
The Executive shall be fully responsible for all tax liabilities (including, without limitation, income tax) arising from and in connection with all forms of remuneration and benefits received from the Company under the terms of this Agreement. The Company will appoint and pay the cost for tax expert to provide support and assistance during and at the end of assignment to ensure proper compliance with tax reporting requirements both in Singapore and the UK. In particular, this will include the required tax filings. This same support and assistance will be provided to the Executive for filing his tax return in Switzerland as long as the Swiss authorities require this for any tax matters related to the time the Executive resided in Switzerland as was required by the Company.
|
14.2
|
Enersys Asia will meet any Singapore tax obligations on the housing, schooling, medical and home leaves air-tickets.
|
15.
|
Visa, Passport and Work Permit Requirements
|
15.1
|
The Company will, at its expense, work with the Executive to arrange for passport, visas and employment pass requirements that are necessary for working in Singapore
|
16.
|
Confidentiality
|
17.
|
Non-Competition and Non-Solicitation Clause
|
17.1
|
During the term of this Agreement and six (6) months after the End of Employment, the Executive undertakes not to carry out, concern or engage or interest himself, either directly or indirectly, in the business or affairs or any activities of any other person, business, firm, body corporate, undertaking or company similar to or competing in any way with the Company or any Group Entity (“Competitive Business”).
|
17.2
|
During the term of this Agreement and six (6) months after the End of Employment, the Executive undertakes not to induce, or attempt to induce, any employee, customer or supplier (“Company Person”) of the Company or a Group Entity to terminate his/her or its employment with or patronage of the Company or a Group Entity with a view to the taking up of employment in or the giving of patronage to a Competitive Business. For the purposes of this sub-Clause 17.2, a Company Person is someone who has been employed or involved commercially with the Company or a Group Entity at any time during the one (1) year period immediately preceding the End of Employment.
|
18.
|
Rights of Use and Inventions
|
18.1
|
All work results in connection with the activities of the Executive shall inure exclusively to the Company. Where the work results are protected by copyright, the Executive grants the Company the exclusive and unrestricted right of use for all present and future kinds of use. Such right of use shall remain valid even after the End of Employment. The Executive shall not be entitled to additional remuneration for the granted rights of use. These are fully remunerated by the Fixed Salary stated in sub-Clause 4.1.
|
18.2
|
During the term of this Agreement, the Executive shall from time to time fully disclose to the Company any invention or discovery he may make or discover, including any improvements, arising out of or in connection with the business of the Company. The Executive agrees not to claim any proprietary interest in any such inventions, discoveries or improvements.
|
18.3
|
Any inventions of the Executive and technical suggestions for improvement as well as methods of engineering, patents, utility models, design patents and the like developed by the Executive in connection with his activities for the Company shall inure exclusively to the Company. The Company shall have the unrestricted and exclusive right to use to the exclusion of the Executive who shall not be entitled to additional remuneration. Where necessary, the Executive shall transfer to the Company any respective right and claim which entitles the Company to register patents, utility models or design patents in its own name and for its own account.
|
19.
|
Termination of the Agreement
|
19.1
|
This Agreement shall terminate if any of the following events happens:
|
19.1.1
|
the Executive passes away;
|
19.1.2
|
the Executive turns sixty-two (62) years of age;
|
19.1.3
|
either party gives twelve (12) months’ notice in writing to the other; or
|
19.1.4
|
the Company becomes entitled to terminate this Agreement in accordance with sub-Clause 19.2.
|
19.2
|
The Company shall be entitled to terminate this Agreement:
|
19.2.1
|
with twelve (12) months’ notice in writing if the Executive shall have been incapacitated by reason of ill-health, accident (excluding injuries or accidents incurred in the course of performing her duties) or other causes from performing his duties under this Agreement for:
|
(i)
|
a continuous period of more than six (6) weeks: or
|
(ii)
|
periods of time aggregating six (6) weeks in the twelve (12) months immediately preceding the giving of the notice under this sub-Clause 19.2.1.
|
19.2.2
|
without notice if in the reasonable opinion of the Company, the Executive shall:
|
(i)
|
have committed a criminal offence (whether or not resulting in a criminal conviction in a court of law);
|
(ii)
|
have been guilty of any conduct (not amounting to a criminal offence) tending to bring himself or the Company or Group into disrepute;
|
(iii)
|
have failed to perform his duties diligently and carefully or shall have committed any serious, repeated or continuing material breach of his obligations under this Agreement; or
|
(iv)
|
refuse or neglect to comply with any lawful orders or directions given to him by the Company.
|
19.3
|
Clauses 16, 17 and 21 will survive termination of this Agreement.
|
20.
|
Repatriation
|
20.1
|
The Company will pay reasonable cost of repatriation back to UK in the event that the Executive is unable to continue in his employment due to ill health of either he or his spouse or children; or the Executive is being affected by the Company restructuring exercise.
|
20.2
|
The Company will not be responsible for providing cost of repatriation when the Executive service is terminated for cause or if he resigned on his own accord.
|
21.
|
Return of Property
|
21.1
|
Upon the End of Employment, the Executive shall immediately return to the Company and all documents, correspondence, records, drafts and the like referring to the Company’s business and affairs (including any copies) which may be in the possession or under the control of the Executive or to which the Executive has at any time had access.
|
22.
|
Miscellaneous Provisions
|
22.1
|
This Agreement constitutes the entire agreement and understanding of the parties relating to its subject matter and supersedes any and all prior and contemporaneous agreements and understandings, representations and assurances, whether oral or written, relating to its subject matter.
|
22.2
|
The headings of the clause in this Agreement are for the sake of convenience only and have no legal effect.
|
22.3
|
Amendments and supplements of this Agreement must be in writing to be effective. This also applies for an amendment of this sub-Clause 22.3.
|
22.4
|
The parties undertake to keep in confidence the provisions of this Agreement.
|
22.5
|
This Agreement shall be personal to the Executive and the Executive shall not be entitled to assign or transfer any rights or obligations under this Agreement.
|
22.6
|
All provisions of this Agreement shall be severable and no provision shall be affected by the invalidity of any other provision to the extent such invalidity does not render such other provision invalid. In the event of the invalidity of any provision of this Agreement, it shall be interpreted and enforced as if all the provisions thereby rendered invalid were not contained in this Agreement. If any provision of this Agreement shall be susceptible to two interpretations, one of which would render the provision invalid and the other of which would cause the provision to be valid, the latter interpretation shall be adopted. If any provision of this Agreement shall be prohibited by or adjudicated by a court to be unlawful, void or unenforceable, such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other provision of this Agreement or the validity or the enforcement of the rest of this Agreement.
|
22.7
|
This Agreement shall be governed by and construed in accordance with the laws of Singapore and the Company and the Executive agree to submit to the non-exclusive jurisdiction of the Singapore courts.
|
22.8
|
This Agreement may be signed in counterparts with the same force and effect as if all parties had signed a single original. The Executive confirms his receipt of an executed copy of this Agreement signed by the Company.
|
/s/ Cyril Forrest
|
/s/ Myles Jones
|
Sid Forrest
|
Myles Jones
|
25 Feb 2016
|
20 Feb 2016
|
Date
|
Date
|
|
|
Fiscal year ended March 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before provision for income taxes
|
|
$
|
212,695
|
|
|
$
|
181,937
|
|
|
$
|
249,339
|
|
|
$
|
163,747
|
|
|
$
|
230,233
|
|
Plus: fixed charges
|
|
35,011
|
|
35,399
|
|
33,624
|
|
29,792
|
|
29,977
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
247,706
|
|
|
$
|
217,336
|
|
|
$
|
282,963
|
|
|
$
|
193,539
|
|
|
$
|
260,210
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense including capitalized interest
|
|
$
|
23,014
|
|
|
$
|
23,869
|
|
|
$
|
21,633
|
|
|
$
|
18,151
|
|
|
$
|
18,947
|
|
Interest within rental expense
|
|
11,997
|
|
11,530
|
|
11,991
|
|
11,641
|
|
11,030
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
35,011
|
|
|
$
|
35,399
|
|
|
$
|
33,624
|
|
|
$
|
29,792
|
|
|
$
|
29,977
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
7.08
|
|
6.14
|
|
8.42
|
|
6.50
|
|
8.68
|
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 (99.8%) *
|
|
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
|
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
|