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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 001-35475
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REXNORD CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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20-5197013
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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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247 Freshwater Way, Suite 300, Milwaukee, Wisconsin
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53204
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange of Which Registered
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Common Stock $.01 par value
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The New York Stock Exchange
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Depository Shares, each representing a 1/20th interest in a share of 5.75% Series A Mandatory Convertible Preferred Stock, $.01 par value
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The New York Stock Exchange
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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 16.
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•
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the impact of our indebtedness;
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•
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our competitive environment;
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•
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general economic and business conditions, market factors and our exposure to customers in cyclical industries;
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•
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performance, and potential failure, of our information and data security systems, including potential cyber security threats and breaches;
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•
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the costs related to strategic acquisitions or divestitures or the integration of recent and future acquisitions into our business;
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•
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the costs and uncertainties related to our anticipated divestiture of the VAG business within our Water Management platform;
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•
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the effect of local, national and international economic, credit and capital market conditions on the economy in general, and on our customers and the industries in which we operate in particular;
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•
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risks associated with our international operations;
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•
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the loss of any significant customer;
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•
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dependence on independent distributors;
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•
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increases in cost of our raw materials, including as a result of tariffs, trade wars and other trade protection matters, and our possible inability to increase product prices to offset such increases;
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•
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impact of weather on the demand for our products;
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•
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changes in technology and manufacturing techniques;
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•
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the costs of environmental compliance and/or the imposition of liabilities under environmental, health and safety laws and regulations;
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•
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legislative, regulatory and legal developments involving taxes;
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•
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the costs associated with asbestos claims and other potential product liability;
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•
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our access to available and reasonable financing on a timely basis;
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•
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changes in governmental laws and regulations, or the interpretation or enforcement thereof, including for environmental matters;
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•
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reliance on intellectual property;
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•
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work stoppages by unionized employees;
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•
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loss of key personnel;
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•
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changes in pension funding requirements;
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•
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potential impairment of goodwill and intangible assets; and
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•
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the other factors set forth herein, including those set forth under “Risk Factors” in Part I Item 1A.
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Year Ended March 31, 2018
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||||||||||||||
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United States
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Europe
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Rest of World
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Total Net Sales
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||||||||
Process & Motion Control
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$
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801.9
|
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$
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255.5
|
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$
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183.8
|
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$
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1,241.2
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% of net sales
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64.6
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%
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20.6
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%
|
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14.8
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%
|
|
100.0
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%
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||||
Water Management
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590.9
|
|
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126.1
|
|
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107.8
|
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824.8
|
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||||
% of net sales
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71.6
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%
|
|
15.3
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%
|
|
13.1
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%
|
|
100.0
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%
|
||||
Consolidated
|
$
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1,392.8
|
|
|
$
|
381.6
|
|
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$
|
291.6
|
|
|
$
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2,066.0
|
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% of net sales
|
67.4
|
%
|
|
18.5
|
%
|
|
14.1
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%
|
|
100.0
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%
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•
|
February 9, 2018 - We acquired Centa, a leading manufacturer of premium flexible couplings and drive shafts for industrial, marine, rail and power generation applications for a preliminary purchase price of
$129.7 million
plus assumed debt. The purchase price is comprised of
$123.6 million
paid at closing and
$6.1 million
of deferred purchase price payable in fiscal 2020. The preliminary cash purchase price is subject to customary post-closing adjustments for variances between estimated asset and liability targets and actual acquisition date net assets. Centa, headquartered in Haan, Germany, added complementary product lines to our existing Process & Motion Control platform.
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•
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June 1, 2016 - We acquired Cambridge, which has operations in Cambridge, Maryland and Matamoros, Mexico. Cambridge is one of the world's largest suppliers of metal conveying and engineered woven metal solutions, primarily used in food processing end markets, as well as in architectural, packaging and filtration applications, for a cash purchase price of
$213.4 million
.
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•
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October 4, 2017 - We acquired World Dryer, a leading global manufacturer of commercial electric hand dryers based in Berkeley, Illinois, for a cash purchase price of
$50.0 million
, excluding transaction costs and net of cash acquired. This acquisition broadened the product portfolio of our existing Water Management platform and is expected to bring greater value to commercial building owners in the form of lower operating costs.
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•
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During fiscal 2015, we ceased operations in our non-core Mill Products business, which conducted its operations in the United States and Australia. Historical results associated with this business are presented as a discontinued operation in our consolidated financial statements. Refer to Item 8, Note
4
Discontinued Operations for additional information.
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•
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During fiscal 2016, we decided to exit product lines sold under the Rodney Hunt Fontaine® tradename ("RHF"), which resulted in the recognition of various non-cash charges related to the impairment of property and equipment, impairment of intangible assets and other exit-related costs. As of the end of fiscal 2017, the exit of the RHF product line was substantially complete. Refer to Item 8, Note 5 Restructuring and Other Similar Charges for additional information.
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•
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During the fourth quarter of fiscal 2018, our board of directors authorized management to initiate an evaluation of strategic alternatives in relation to the VAG business within our Water Management platform. Upon the board's further consideration in May 2018, going forward, we plan to focus and build the Water Management platform around our Zurn specification-grade commercial plumbing products and anticipate divesting our VAG operations serving the global water and wastewater infrastructure end markets. In connection with the anticipated divestiture and finalization of our fiscal 2018 financial statements, we recognized a non-cash impairment charge of
$111.2 million
, representing the entire balance of goodwill within the VAG reporting unit, as of March 31, 2018.
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•
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fluctuations in currency exchange rates, particularly fluctuations in the Euro against the U.S. dollar;
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•
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foreign exchange controls;
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•
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tariff increases, import duties or other retaliatory or trade protection measures instituted by the U.S. or other countries;
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•
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compliance with export controls, import and export licensing requirements, and other trade compliance regulations;
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•
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changes in tax laws;
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•
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interest rates;
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•
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differences in business practices in various countries;
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•
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changes and differences in regulatory requirements in countries in which we operate or make sales;
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•
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differing labor regulations, practices and standards;
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•
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restrictions on our ability to own or operate subsidiaries, make investments, move operations or acquire new businesses in these jurisdictions;
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•
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requirements relating to withholding taxes on remittances and other payments by subsidiaries;
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•
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restrictions under U.S. tax laws and other laws on our ability to repatriate dividends from our foreign subsidiaries; and
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•
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exposure to liabilities under anti-corruption laws in various countries, including the U.S. Foreign Corrupt Practices Act of 1977 ("FCPA").
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•
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it may limit our ability to borrow money for our working capital, capital expenditures, strategic initiatives, acquisitions or other purposes;
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•
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it may make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under our credit agreement, the indenture governing our Notes (the "Indenture") and our other indebtedness;
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•
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a substantial portion of our cash flow from operations will be dedicated to the repayment of our indebtedness
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•
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it may limit our flexibility in planning for, or reacting to, changes in our operations or business, or in taking advantage of strategic opportunities;
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•
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we are and will continue to be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;
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•
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it may make us more vulnerable to downturns in our business or the economy;
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•
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it may restrict us from making strategic acquisitions or divestitures, introducing new technologies or exploiting business opportunities; and
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•
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along with the financial and other restrictive covenants in the documents governing our indebtedness, among other things, may limit our ability to borrow additional funds, make acquisitions or capital expenditures, acquire or dispose of assets or take certain of the actions mentioned above, any of which could restrict our operations and business plans.
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•
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incur or guarantee additional indebtedness;
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•
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pay dividends on our capital stock or redeem, repurchase, retire or make distributions in respect of our capital stock or subordinated indebtedness or make other restricted payments;
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•
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make certain loans, acquisitions, capital expenditures or investments;
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•
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sell certain assets, including stock of our subsidiaries;
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•
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enter into sale and leaseback transactions;
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•
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create or incur liens;
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•
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consolidate, merge, sell, transfer or otherwise dispose of all or substantially all of our assets; and
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•
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enter into certain transactions with our affiliates.
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•
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limit our ability to plan for or react to market conditions or meet capital needs or otherwise restrict our activities or business plans;
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•
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restrict our ability to repurchase shares of our common stock;
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•
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adversely affect our ability to finance our operations, to enter into strategic acquisitions, to fund investments or other capital needs or to engage in other business activities that would be in our interest; and
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•
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limit our access to the cash generated by our subsidiaries.
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Total Square Feet
|
||||
Location
|
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Number of Facilities
|
|
Owned
|
|
Leased
|
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North America
|
|
25
|
|
2,060,000
|
|
|
1,096,000
|
|
Europe
|
|
11
|
|
489,000
|
|
|
266,000
|
|
Asia
|
|
6
|
|
292,000
|
|
|
39,000
|
|
South America
|
|
2
|
|
77,000
|
|
|
15,000
|
|
Africa
|
|
1
|
|
80,000
|
|
|
—
|
|
Australia
|
|
2
|
|
—
|
|
|
63,000
|
|
|
|
|
|
Total Square Feet
|
||||
Location
|
|
Number of Facilities
|
|
Owned
|
|
Leased
|
||
North America
|
|
17
|
|
807,000
|
|
|
746,000
|
|
Europe
|
|
2
|
|
506,000
|
|
|
356,000
|
|
Asia
|
|
2
|
|
79,000
|
|
|
265,000
|
|
Africa
|
|
1
|
|
—
|
|
|
22,000
|
|
Australia
|
|
1
|
|
—
|
|
|
29,000
|
|
Name
|
|
Age
|
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Position(s)
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In Current Position(s) since
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Todd A. Adams
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|
47
|
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President, Chief Executive Officer and Director
|
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2009
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Mark W. Peterson
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46
|
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Senior Vice President and Chief Financial Officer
|
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2011
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Sudhanshu Chhabra
|
|
52
|
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Vice President - Rexnord Business Systems
|
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2018
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Rodney Jackson
|
|
48
|
|
Senior Vice President-Business and Corporate Development
|
|
2014
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George J. Powers
|
|
51
|
|
Chief Human Resources Officer
|
|
2015
|
Matthew J. Stillings
|
|
47
|
|
Group Executive, President - Water Management Platform
|
|
2016
|
Michael D. Troutman
|
|
51
|
|
Chief Information Officer
|
|
2007
|
Craig G. Wehr
|
|
53
|
|
Group Executive, President - Zurn
|
|
2013
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Patricia M. Whaley
|
|
59
|
|
Vice President, General Counsel and Secretary
|
|
2002
|
Kevin J. Zaba
|
|
51
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Group Executive, President - Process & Motion Control Platform
|
|
2016
|
Fiscal 2017
|
High
|
Low
|
First quarter
|
$22.97
|
$18.38
|
Second quarter
|
$22.50
|
$18.97
|
Third quarter
|
$22.17
|
$15.80
|
Fourth quarter
|
$24.55
|
$19.69
|
|
|
|
Fiscal 2018
|
High
|
Low
|
First quarter
|
$25.00
|
$21.85
|
Second quarter
|
$25.73
|
$22.52
|
Third quarter
|
$26.52
|
$22.89
|
Fourth quarter
|
$31.44
|
$25.62
|
|
3/31/2013
|
3/31/2014
|
3/31/2015
|
3/31/2016
|
3/31/2017
|
3/31/2018
|
||||||||||||
Rexnord Corporation
|
$
|
100.00
|
|
$
|
136.50
|
|
$
|
125.72
|
|
$
|
95.24
|
|
$
|
108.71
|
|
$
|
139.80
|
|
S&P 500 Index
|
$
|
100.00
|
|
$
|
119.32
|
|
$
|
131.78
|
|
$
|
131.26
|
|
$
|
150.57
|
|
$
|
168.30
|
|
S&P 1500 Industrials Index
|
$
|
100.00
|
|
$
|
124.34
|
|
$
|
132.09
|
|
$
|
132.05
|
|
$
|
154.32
|
|
$
|
173.18
|
|
(in millions, except share and per share amounts)
|
Year Ended March 31, 2018 (1)
|
|
Year Ended March 31, 2017 (2)
|
|
Year Ended March 31, 2016
|
|
Year Ended March 31, 2015 (3)
|
|
Year Ended
March 31, 2014 (4) |
||||||||||
Statements of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,066.0
|
|
|
$
|
1,918.2
|
|
|
$
|
1,923.8
|
|
|
$
|
2,050.2
|
|
|
$
|
2,034.3
|
|
Cost of sales
|
1,309.1
|
|
|
1,250.2
|
|
|
1,258.6
|
|
|
1,304.0
|
|
|
1,280.9
|
|
|||||
Gross profit
|
756.9
|
|
|
668.0
|
|
|
665.2
|
|
|
746.2
|
|
|
753.4
|
|
|||||
Selling, general and administrative expenses
|
449.5
|
|
|
413.2
|
|
|
385.7
|
|
|
415.1
|
|
|
419.1
|
|
|||||
Goodwill impairment (5)
|
111.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring and other similar charges
|
18.8
|
|
|
31.6
|
|
|
34.9
|
|
|
12.9
|
|
|
8.4
|
|
|||||
Actuarial (gain) loss on pension and postretirement benefit obligations
|
(3.3
|
)
|
|
(2.6
|
)
|
|
12.9
|
|
|
59.4
|
|
|
2.7
|
|
|||||
Amortization of intangible assets
|
33.6
|
|
|
42.1
|
|
|
57.4
|
|
|
55.1
|
|
|
50.8
|
|
|||||
Income from operations
|
147.1
|
|
|
183.7
|
|
|
174.3
|
|
|
203.7
|
|
|
272.4
|
|
|||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
(75.6
|
)
|
|
(88.7
|
)
|
|
(91.4
|
)
|
|
(87.9
|
)
|
|
(109.1
|
)
|
|||||
Loss on the extinguishment of debt (6)
|
(11.9
|
)
|
|
(7.8
|
)
|
|
—
|
|
|
—
|
|
|
(133.2
|
)
|
|||||
Other (expense) income, net (7)
|
(3.1
|
)
|
|
(5.2
|
)
|
|
3.1
|
|
|
(7.2
|
)
|
|
(15.1
|
)
|
|||||
Income from continuing operations before income taxes
|
56.5
|
|
|
82.0
|
|
|
86.0
|
|
|
108.6
|
|
|
15.0
|
|
|||||
(Benefit) provision for income taxes
|
(19.5
|
)
|
|
7.9
|
|
|
17.1
|
|
|
16.8
|
|
|
(10.0
|
)
|
|||||
Net income from continuing operations
|
76.0
|
|
|
74.1
|
|
|
68.9
|
|
|
91.8
|
|
|
25.0
|
|
|||||
(Loss) income from discontinued operations, net of tax (8)
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
(8.0
|
)
|
|
4.6
|
|
|||||
Net income
|
76.0
|
|
|
74.1
|
|
|
67.5
|
|
|
83.8
|
|
|
29.6
|
|
|||||
Non-controlling interest income (loss)
|
0.1
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
Net income attributable to Rexnord
|
75.9
|
|
|
74.1
|
|
|
67.9
|
|
|
83.8
|
|
|
30.2
|
|
|||||
Dividends on preferred stock
|
(23.2
|
)
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Rexnord common stockholders
|
$
|
52.7
|
|
|
$
|
66.8
|
|
|
$
|
67.9
|
|
|
$
|
83.8
|
|
|
$
|
30.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income (loss) per share attributable to Rexnord common stockholders:
|
|
|
|
|
|
|
|
|
|||||||||||
Continuing operations
|
$
|
0.51
|
|
|
$
|
0.65
|
|
|
$
|
0.69
|
|
|
$
|
0.90
|
|
|
$
|
0.26
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
0.05
|
|
Net income
|
$
|
0.51
|
|
|
$
|
0.65
|
|
|
$
|
0.67
|
|
|
$
|
0.82
|
|
|
$
|
0.31
|
|
Diluted income (loss) per share attributable to Rexnord common stockholders:
|
|
|
|
|
|
|
|
|
|||||||||||
Continuing operations
|
$
|
0.50
|
|
|
$
|
0.64
|
|
|
$
|
0.67
|
|
|
$
|
0.88
|
|
|
$
|
0.25
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
0.05
|
|
Net income
|
$
|
0.50
|
|
|
$
|
0.64
|
|
|
$
|
0.66
|
|
|
$
|
0.80
|
|
|
$
|
0.30
|
|
Weighted-average number of common shares outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|||||||||||
Basic
|
103,889
|
|
|
102,753
|
|
|
100,841
|
|
|
101,530
|
|
|
98,105
|
|
|||||
Effect of dilutive stock options
|
2,110
|
|
|
2,031
|
|
|
2,469
|
|
|
3,197
|
|
|
3,213
|
|
|||||
Diluted
|
105,999
|
|
|
104,784
|
|
|
103,310
|
|
|
104,727
|
|
|
101,318
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used for):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
228.5
|
|
|
195.1
|
|
|
219.0
|
|
|
245.9
|
|
|
190.8
|
|
|||||
Investing activities
|
(208.8
|
)
|
|
(264.0
|
)
|
|
(45.2
|
)
|
|
(177.3
|
)
|
|
(163.8
|
)
|
|||||
Financing activities
|
(308.8
|
)
|
|
79.9
|
|
|
(56.3
|
)
|
|
(17.4
|
)
|
|
(210.3
|
)
|
|||||
Depreciation and amortization of intangible assets
|
89.7
|
|
|
105.4
|
|
|
115.4
|
|
|
112.2
|
|
|
106.9
|
|
|||||
Capital expenditures
|
40.7
|
|
|
54.5
|
|
|
52.1
|
|
|
48.8
|
|
|
52.2
|
|
|
March 31,
|
||||||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
217.6
|
|
|
$
|
490.1
|
|
|
$
|
484.6
|
|
|
$
|
370.3
|
|
|
$
|
339.0
|
|
Working capital (9)
|
543.5
|
|
|
777.8
|
|
|
771.7
|
|
|
694.6
|
|
|
700.0
|
|
|||||
Total assets
|
3,423.7
|
|
|
3,539.3
|
|
|
3,354.8
|
|
|
3,409.3
|
|
|
3,371.3
|
|
|||||
Total debt (10)
|
1,356.0
|
|
|
1,622.7
|
|
|
1,920.1
|
|
|
1,940.0
|
|
|
1,959.8
|
|
|||||
Stockholders’ equity
|
1,212.8
|
|
|
1,070.6
|
|
|
588.0
|
|
|
552.7
|
|
|
562.1
|
|
(1)
|
Consolidated financial data as of and for the year ended March 31, 2018 reflects the acquisition of World Dryer subsequent to October 4, 2017 and Centa subsequent to February 9, 2018. As a result, the comparability of the operating results for the period presented is affected by the acquired operations as well as the revaluation of the assets acquired and the liabilities assumed on the respective dates of the acquisitions.
|
(2)
|
Consolidated financial data as of and for the year ended March 31, 2017 reflects the acquisition of Cambridge subsequent to June 1, 2016. As a result, the comparability of the operating results for the period presented is affected by the acquired operations as well as the revaluation of the assets acquired and the liabilities assumed on the date of the acquisition.
|
(3)
|
Consolidated financial data as of and for the year ended March 31, 2015 reflects the acquisition of Green Turtle Technologies and affiliates subsequent to April 15, 2014, Tollok S.p.A. subsequent to October 30, 2014 and Euroflex Transmissions (India) Private Limited subsequent to January 12, 2015. As a result, the comparability of the operating results for the period presented is affected by the acquired operations as well as the revaluation of the assets acquired and the liabilities assumed on the respective dates of the acquisitions.
|
(4)
|
Consolidated financial data as of and for the year ended March 31, 2014 reflects the acquisition of Klamflex Pipe Couplings Ltd. subsequent to April 26, 2013, Micro Precision Gear Technology Limited subsequent to August 21, 2013, L.W. Gemmell subsequent to August 30, 2013, and Precision Gear Holdings, LLC subsequent to December 16, 2013. As a result, the comparability of the operating results for the period presented is affected by the revaluation of the assets acquired and the liabilities assumed on the respective dates of the acquisitions.
|
(5)
|
We recognized a
$111.2 million
goodwill impairment charge in connection with the anticipated divestiture of our VAG business within the Water Management platform. Refer to Item 8, Note
9
Goodwill and Intangible Assets for additional information.
|
(6)
|
During fiscal 2018, we recognized an
$11.9 million
loss on debt extinguishment associated with the fiscal 2018 amendment to our credit agreement, which was comprised of
$3.9 million
of refinancing-related costs, as well as a non-cash write-off of unamortized debt issuance costs associated with a fiscal 2017 term loan of
$8.0 million
. During fiscal 2017, we recognized a
$7.8 million
loss on debt extinguishment associated with a fiscal 2017 term loan refinancing, which was comprised of
$5.4 million
of refinancing-related costs, as well as a non-cash write-off of unamortized debt issuance costs associated with the prior term loan of
$2.4 million
. Refer to Item 8, Note
11
Long-Term Debt for additional information. During fiscal 2014, we recognized a $133.2 million loss on extinguishment of debt, which consisted of a $109.9 million bond tender premium paid to holders of our former senior notes as a result of a tender offer and redemption, refinancing-related costs of $5.3 million and a $14.0 million non-cash write-off of unamortized debt issuance costs associated with the extinguished, then-existing term loan debt. In addition, in fiscal 2014 we recognized a $4.0 million loss associated with the $150.0 million prepayment under a former credit agreement.
|
(7)
|
Other (expense) income, net includes the impact of foreign currency transactions and other miscellaneous expenses and income. See Item 7, Management Discussion and Analysis of Financial Condition and Results of Operations, for further information.
|
(8)
|
In fiscal 2015, we discontinued the Mill Products business within our PMC platform. Accordingly, its results of the Mill Products operations have been reported as discontinued operations in the consolidated statements of operations for all periods presented.
|
(9)
|
Working capital represents total current assets less total current liabilities.
|
(10)
|
Total debt represents long-term debt, net of an unamortized debt issuance costs, plus the current portion of long-term debt.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
Year Ended
|
|
|
|
|
|||||||||
|
March 31, 2018
|
|
|
March 31, 2017
|
|
|
Change
|
|
% Change
|
|||||
Net sales
|
$
|
—
|
|
|
$
|
14.7
|
|
|
$
|
(14.7
|
)
|
|
(100.0
|
)%
|
Loss from operations
|
—
|
|
|
(16.4
|
)
|
|
16.4
|
|
|
100.0
|
%
|
|
Year Ended
|
|
|
|
|
|||||||||
|
March 31, 2017
|
|
|
March 31, 2016
|
|
|
Change
|
|
% Change
|
|||||
Net sales
|
$
|
14.7
|
|
|
$
|
39.0
|
|
|
$
|
(24.3
|
)
|
|
(62.3
|
)%
|
Loss from operations
|
(16.4
|
)
|
|
(42.8
|
)
|
|
26.4
|
|
|
61.7
|
%
|
|
Year Ended
|
|
|
|
|
|||||||||
|
March 31,
2018 |
|
March 31,
2017 |
|
Change
|
|
% Change
|
|||||||
Process & Motion Control
|
$
|
1,241.2
|
|
|
$
|
1,134.7
|
|
|
$
|
106.5
|
|
|
9.4
|
%
|
Water Management
|
824.8
|
|
|
783.5
|
|
|
41.3
|
|
|
5.3
|
%
|
|||
Consolidated
|
$
|
2,066.0
|
|
|
$
|
1,918.2
|
|
|
$
|
147.8
|
|
|
7.7
|
%
|
|
Year Ended
|
|
|
|
|
|||||||||
|
March 31,
2018 |
|
March 31,
2017 |
|
Change
|
|
% Change
|
|||||||
Process & Motion Control
|
$
|
193.8
|
|
|
$
|
134.9
|
|
|
$
|
58.9
|
|
|
43.7
|
%
|
% of net sales
|
15.6
|
%
|
|
11.9
|
%
|
|
3.7
|
%
|
|
|
||||
Water Management
|
(3.0
|
)
|
|
85.1
|
|
|
(88.1
|
)
|
|
(103.5
|
)%
|
|||
% of net sales
|
(0.4
|
)%
|
|
10.9
|
%
|
|
(11.3
|
)%
|
|
|
||||
Corporate
|
(43.7
|
)
|
|
(36.3
|
)
|
|
(7.4
|
)
|
|
20.4
|
%
|
|||
Consolidated
|
$
|
147.1
|
|
|
$
|
183.7
|
|
|
$
|
(36.6
|
)
|
|
(19.9
|
)%
|
% of net sales
|
7.1
|
%
|
|
9.6
|
%
|
|
(2.5
|
)%
|
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
March 31, 2017
|
|
March 31, 2016
|
|
Change
|
|
% Change
|
|||||||
Process & Motion Control
|
$
|
1,134.7
|
|
|
$
|
1,100.3
|
|
|
$
|
34.4
|
|
|
3.1
|
%
|
Water Management
|
783.5
|
|
|
823.5
|
|
|
(40.0
|
)
|
|
(4.9
|
)%
|
|||
Consolidated
|
$
|
1,918.2
|
|
|
$
|
1,923.8
|
|
|
$
|
(5.6
|
)
|
|
(0.3
|
)%
|
|
Year Ended
|
|
|
|
|
|||||||||
|
March 31, 2017
|
|
March 31, 2016
|
|
Change
|
|
% Change
|
|||||||
Process & Motion Control
|
$
|
134.9
|
|
|
$
|
146.8
|
|
|
$
|
(11.9
|
)
|
|
(8.1
|
)%
|
% of net sales
|
11.9
|
%
|
|
13.3
|
%
|
|
(1.4
|
)%
|
|
|
||||
Water Management
|
85.1
|
|
|
72.8
|
|
|
12.3
|
|
|
16.9
|
%
|
|||
% of net sales
|
10.9
|
%
|
|
8.8
|
%
|
|
2.1
|
%
|
|
|
||||
Corporate
|
(36.3
|
)
|
|
(45.3
|
)
|
|
9.0
|
|
|
19.9
|
%
|
|||
Consolidated
|
$
|
183.7
|
|
|
$
|
174.3
|
|
|
$
|
9.4
|
|
|
5.4
|
%
|
% of net sales
|
9.6
|
%
|
|
9.1
|
%
|
|
0.5
|
%
|
|
|
(in millions)
|
|
Year Ended March 31, 2018
|
||
Net income attributable to Rexnord common stockholders
|
|
$
|
52.7
|
|
Interest expense, net
|
|
75.6
|
|
|
Dividends on preferred stock
|
|
23.2
|
|
|
Benefit for income taxes
|
|
(19.5
|
)
|
|
Depreciation and amortization
|
|
89.7
|
|
|
EBITDA
|
|
$
|
221.7
|
|
Adjustments to EBITDA:
|
|
|
||
Restructuring and other similar charges (1)
|
|
18.8
|
|
|
Non controlling interest income
|
|
0.1
|
|
|
Goodwill impairment (2)
|
|
111.2
|
|
|
Stock-based compensation expense
|
|
20.5
|
|
|
LIFO expense (3)
|
|
3.3
|
|
|
Acquisition-related fair value adjustment
|
|
1.8
|
|
|
Loss on the extinguishment of debt
|
|
11.9
|
|
|
Actuarial gain on pension and postretirement benefit obligations
|
|
(3.3
|
)
|
|
Other, net (4)
|
|
4.0
|
|
|
Subtotal of adjustments to EBITDA
|
|
$
|
168.3
|
|
Adjusted EBITDA
|
|
$
|
390.0
|
|
Pro forma adjustment for acquisitions (5)
|
|
$
|
13.5
|
|
Pro forma Adjusted EBITDA
|
|
$
|
403.5
|
|
Consolidated indebtedness (6)
|
|
$
|
1,203.5
|
|
Total net leverage ratio (7)
|
|
2.98
|
|
(1)
|
Represents restructuring costs comprised of workforce reductions, impairment of related manufacturing facilities, equipment and intangible assets, lease termination costs, and other facility rationalization costs. See Item 8, Note 3, Restructuring and Other Similar Charges for more information.
|
(2)
|
During fiscal 2018, we recognized a
$111.2 million
goodwill impairment charge in connection with the anticipated divestiture of our VAG business within the Water Management platform. Refer to Item 8, Note
9
Goodwill and Intangible Assets for additional information.
|
(3)
|
Last-in first-out (LIFO) inventory adjustments are excluded in calculating Adjusted EBITDA as defined in our credit agreement.
|
(4)
|
Other, net consists of:
|
(in millions)
|
|
Year ended March 31, 2018
|
||
Other expense (income)
|
|
|
||
Loss on foreign currency transactions
|
|
$
|
3.4
|
|
Other miscellaneous income
|
|
(0.3
|
)
|
|
Total other expense, net
|
|
3.1
|
|
|
Plus: Other non-cash charges
|
|
0.9
|
|
|
Total other, net
|
|
$
|
4.0
|
|
(5)
|
Represents a pro forma adjustment to include the Adjusted EBITDA related to the acquisitions of World Dryer and Centa as permitted by our credit agreement. The pro forma adjustment includes the period from April 1, 2017 through the date of the World Dryer and Centa acquisitions. See Item 8, Note 3 Acquisitions for more information.
|
(6)
|
Our credit agreement defines our consolidated indebtedness as the sum of all indebtedness (other than letters of credit or bank guarantees, to the extent undrawn) consisting of indebtedness for borrowed money and capitalized lease obligations, less unrestricted cash, which was $152.5 million (as defined by the credit agreement) at
March 31, 2018
.
|
(7)
|
Our credit agreement defines the total net leverage ratio as the ratio of consolidated indebtedness (as described above) to Adjusted EBITDA for the trailing four fiscal quarters.
|
|
|
|
Payments Due by Period
|
||||||||||||||||
(in millions)
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
Term loans (1)
|
$
|
800.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800.0
|
|
4.875% Senior Notes due 2025 (2)
|
500.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500.0
|
|
|||||
Other long-term debt (3)
|
71.3
|
|
|
3.9
|
|
|
39.0
|
|
|
2.2
|
|
|
26.2
|
|
|||||
Interest on long-term debt obligations (4)
|
435.5
|
|
|
66.1
|
|
|
125.2
|
|
|
124.6
|
|
|
119.6
|
|
|||||
Purchase commitments
|
198.7
|
|
|
187.2
|
|
|
10.4
|
|
|
1.0
|
|
|
0.1
|
|
|||||
Operating lease obligations
|
107.2
|
|
|
19.1
|
|
|
29.6
|
|
|
17.8
|
|
|
40.7
|
|
|||||
Pension and post-retirement plans (5)
|
50.9
|
|
|
10.3
|
|
|
20.3
|
|
|
20.3
|
|
|
n/a
|
||||||
Totals
|
$
|
2,163.6
|
|
|
$
|
286.6
|
|
|
$
|
224.5
|
|
|
$
|
165.9
|
|
|
$
|
1,486.6
|
|
(1)
|
Excludes an unamortized original issue discount and debt issuance costs of
$8.5 million
at
March 31, 2018
.
|
(2)
|
Excludes an unamortized original issue discount and debt issuance costs of
$5.8 million
at
March 31, 2018
.
|
(3)
|
Includes
$37.4 million
of financing related to the Company's participation in the New Market Tax Credit incentive program. Excludes unamortized debt issuance costs of
$0.5 million
at
March 31, 2018
.
|
(4)
|
Interest on long-term debt obligations represents the cash interest expense using a LIBOR-based forecast.
|
(5)
|
Represents expected pension and post-retirement contributions and benefit payments to be paid directly by us. Contributions and benefit payments beyond fiscal 2023 cannot be reasonably estimated.
|
|
|
Total Debt at March 31, 2018
|
|
Current Maturities of Long-Term Debt
|
|
Long-term
Portion
|
||||||
Term loans (1)
|
|
$
|
791.5
|
|
|
$
|
—
|
|
|
$
|
791.5
|
|
4.875% Senior Notes due 2025 (2)
|
|
494.2
|
|
|
—
|
|
|
494.2
|
|
|||
Securitization facility borrowings (3)
|
|
18.3
|
|
|
—
|
|
|
18.3
|
|
|||
Other subsidiary debt (4)
|
|
52.0
|
|
|
3.9
|
|
|
48.1
|
|
|||
Total
|
|
$
|
1,356.0
|
|
|
$
|
3.9
|
|
|
$
|
1,352.1
|
|
(1)
|
Includes unamortized original issue discount and debt issuance costs of
$8.5 million
at
March 31, 2018
.
|
(2)
|
Includes unamortized debt issuance costs of
$5.8 million
at March 31, 2018.
|
(3)
|
Includes unamortized debt issuance costs of
$0.5 million
at March 31, 2018.
|
(4)
|
Includes unamortized debt issuance costs of
$0.5 million
at March 31, 2018.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
217.6
|
|
|
$
|
490.1
|
|
Receivables, net
|
|
373.2
|
|
|
322.9
|
|
||
Inventories
|
|
344.8
|
|
|
314.9
|
|
||
Income tax receivable
|
|
19.1
|
|
|
10.9
|
|
||
Other current assets
|
|
43.0
|
|
|
39.3
|
|
||
Total current assets
|
|
997.7
|
|
|
1,178.1
|
|
||
Property, plant and equipment, net
|
|
456.4
|
|
|
400.9
|
|
||
Intangible assets, net
|
|
577.5
|
|
|
558.6
|
|
||
Goodwill
|
|
1,276.1
|
|
|
1,318.2
|
|
||
Other assets
|
|
116.0
|
|
|
83.5
|
|
||
Total assets
|
|
$
|
3,423.7
|
|
|
$
|
3,539.3
|
|
Liabilities and stockholders' equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current maturities of debt
|
|
$
|
3.9
|
|
|
$
|
16.5
|
|
Trade payables
|
|
226.0
|
|
|
197.8
|
|
||
Compensation and benefits
|
|
70.0
|
|
|
54.3
|
|
||
Current portion of pension and postretirement benefit obligations
|
|
4.5
|
|
|
4.3
|
|
||
Other current liabilities
|
|
149.8
|
|
|
127.4
|
|
||
Total current liabilities
|
|
454.2
|
|
|
400.3
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
1,352.1
|
|
|
1,606.2
|
|
||
Pension and postretirement benefit obligations
|
|
169.2
|
|
|
174.4
|
|
||
Deferred income taxes
|
|
156.6
|
|
|
208.8
|
|
||
Other liabilities
|
|
78.8
|
|
|
79.0
|
|
||
Total liabilities
|
|
2,210.9
|
|
|
2,468.7
|
|
||
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
||||
Common stock, $0.01 par value; 200,000,000 shares authorized; shares issued and outstanding: 104,179,037 at March 31, 2018 and 103,600,540 at March 31, 2017
|
|
1.0
|
|
|
1.0
|
|
||
Preferred stock, $0.01 par value; 10,000,000 shares authorized; shares of 5.75% Series A Mandatory Convertible Preferred Stock issued and outstanding: 402,500 at March 31, 2018 and 2017
|
|
0.0
|
|
|
0.0
|
|
||
Additional paid-in capital
|
|
1,277.8
|
|
|
1,262.1
|
|
||
Retained earnings (deficit)
|
|
8.0
|
|
|
(55.5
|
)
|
||
Accumulated other comprehensive loss
|
|
(74.1
|
)
|
|
(137.0
|
)
|
||
Total Rexnord stockholders' equity
|
|
1,212.7
|
|
|
1,070.6
|
|
||
Non-controlling interest
|
|
0.1
|
|
|
—
|
|
||
Total stockholders' equity
|
|
1,212.8
|
|
|
1,070.6
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
3,423.7
|
|
|
$
|
3,539.3
|
|
|
|
Year Ended
|
||||||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||
Net sales
|
|
$
|
2,066.0
|
|
|
$
|
1,918.2
|
|
|
$
|
1,923.8
|
|
Cost of sales
|
|
1,309.1
|
|
|
1,250.2
|
|
|
1,258.6
|
|
|||
Gross profit
|
|
756.9
|
|
|
668.0
|
|
|
665.2
|
|
|||
Selling, general and administrative expenses
|
|
449.5
|
|
|
413.2
|
|
|
385.7
|
|
|||
Restructuring and other similar charges
|
|
18.8
|
|
|
31.6
|
|
|
34.9
|
|
|||
Actuarial (gain) loss on pension and postretirement benefit obligations
|
|
(3.3
|
)
|
|
(2.6
|
)
|
|
12.9
|
|
|||
Amortization of intangible assets
|
|
33.6
|
|
|
42.1
|
|
|
57.4
|
|
|||
Goodwill impairment
|
|
111.2
|
|
|
—
|
|
|
—
|
|
|||
Income from operations
|
|
147.1
|
|
|
183.7
|
|
|
174.3
|
|
|||
Non-operating (expense) income:
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(75.6
|
)
|
|
(88.7
|
)
|
|
(91.4
|
)
|
|||
Loss on the extinguishment of debt
|
|
(11.9
|
)
|
|
(7.8
|
)
|
|
—
|
|
|||
Other (expense) income, net
|
|
(3.1
|
)
|
|
(5.2
|
)
|
|
3.1
|
|
|||
Income from continuing operations before income taxes
|
|
56.5
|
|
|
82.0
|
|
|
86.0
|
|
|||
(Benefit) provision for income taxes
|
|
(19.5
|
)
|
|
7.9
|
|
|
17.1
|
|
|||
Net income from continuing operations
|
|
76.0
|
|
|
74.1
|
|
|
68.9
|
|
|||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||
Net income
|
|
76.0
|
|
|
74.1
|
|
|
67.5
|
|
|||
Non-controlling interest income (loss)
|
|
0.1
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Net income attributable to Rexnord
|
|
75.9
|
|
|
74.1
|
|
|
67.9
|
|
|||
Dividends on preferred stock
|
|
(23.2
|
)
|
|
(7.3
|
)
|
|
—
|
|
|||
Net income attributable to Rexnord common stockholders
|
|
$
|
52.7
|
|
|
$
|
66.8
|
|
|
$
|
67.9
|
|
|
|
|
|
|
|
|
||||||
Basic net income (loss) per share attributable to Rexnord common stockholders:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.65
|
|
|
$
|
0.69
|
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
Net income
|
|
$
|
0.51
|
|
|
$
|
0.65
|
|
|
$
|
0.67
|
|
Diluted income (loss) per share attributable to Rexnord common stockholders:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.50
|
|
|
$
|
0.64
|
|
|
$
|
0.67
|
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
Net income
|
|
$
|
0.50
|
|
|
$
|
0.64
|
|
|
$
|
0.66
|
|
Weighted-average number of common shares outstanding (in thousands):
|
|
|
|
|
|
|
||||||
Basic
|
|
103,889
|
|
|
102,753
|
|
|
100,841
|
|
|||
Effect of dilutive stock options
|
|
2,110
|
|
|
2,031
|
|
|
2,469
|
|
|||
Diluted
|
|
105,999
|
|
|
104,784
|
|
|
103,310
|
|
|
|
Year Ended
|
||||||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||
Net income attributable to Rexnord
|
|
$
|
75.9
|
|
|
$
|
74.1
|
|
|
$
|
67.9
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
57.1
|
|
|
(12.8
|
)
|
|
(10.0
|
)
|
|||
Unrealized gain (loss) on interest rate derivatives, net of tax
|
|
5.8
|
|
|
7.4
|
|
|
(4.3
|
)
|
|||
Change in pension and other postretirement defined benefit plans, net of tax
|
|
—
|
|
|
7.4
|
|
|
5.5
|
|
|||
Other comprehensive income (loss), net of tax
|
|
62.9
|
|
|
2.0
|
|
|
(8.8
|
)
|
|||
Non-controlling interest income (loss)
|
|
0.1
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Total comprehensive income
|
|
$
|
138.9
|
|
|
$
|
76.1
|
|
|
$
|
58.7
|
|
|
Common
Stock |
|
Preferred
Stock (1) |
|
Additional
Paid-In Capital |
|
Retained
(Deficit) Earnings |
|
Accumulated
Other Comprehensive (Loss) Income |
|
Treasury Stock (2)
|
|
Non-controlling interest (3)
|
|
Total
Stockholders’ (Deficit) Equity |
||||||||||||||||
Balance at March 31, 2015
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
885.9
|
|
|
$
|
(197.5
|
)
|
|
$
|
(130.2
|
)
|
|
$
|
(6.3
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
552.7
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
67.9
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
67.5
|
|
||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.0
|
)
|
|
—
|
|
|
—
|
|
|
(10.0
|
)
|
||||||||
Unrealized loss on interest rate derivatives, net of $2.6 million income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
||||||||
Change in pension and other postretirement defined benefit plans, net of $3.0 million income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
||||||||
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
67.9
|
|
|
(8.8
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
58.7
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
||||||||
Common stock repurchased and canceled (4)
|
—
|
|
|
—
|
|
|
(40.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.0
|
)
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
||||||||
Cancellation of treasury stock (2)
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
—
|
|
||||||||
Tax benefit on stock option exercises
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||||||
Balance at March 31, 2016
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
856.2
|
|
|
$
|
(129.6
|
)
|
|
$
|
(139.0
|
)
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
588.0
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74.1
|
|
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
||||||||
Change in unrealized loss on interest rate derivatives, net of $4.3 million income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.4
|
|
|
—
|
|
|
—
|
|
|
7.4
|
|
||||||||
Change in pension and other postretirement defined benefit plans, net of $4.4 million income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.4
|
|
|
—
|
|
|
—
|
|
|
7.4
|
|
||||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
74.1
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
76.1
|
|
||||||||
Acquisition of non-controlling interest
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
(0.3
|
)
|
||||||||
Preferred stock issuance, net (1)
|
—
|
|
|
—
|
|
|
389.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
389.7
|
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
13.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.4
|
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
11.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.0
|
|
||||||||
Balance at March 31, 2017
|
$
|
1.0
|
|
|
$
|
0.0
|
|
|
$
|
1,262.1
|
|
|
$
|
(55.5
|
)
|
|
$
|
(137.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,070.6
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
76.0
|
|
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57.1
|
|
|
—
|
|
|
—
|
|
|
57.1
|
|
||||||||
Change in unrealized loss on interest rate derivatives, net of $3.9 million income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||||||
Change in pension and other postretirement defined benefit plans, net of $2.3 million income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
75.9
|
|
|
62.9
|
|
|
—
|
|
|
0.1
|
|
|
138.9
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
20.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.5
|
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
|
(12.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23.2
|
)
|
||||||||
Balance at March 31, 2018
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
1,277.8
|
|
|
$
|
8.0
|
|
|
$
|
(74.1
|
)
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
1,212.8
|
|
(1)
|
On December 7, 2016, the Company issued
8,050,000
depositary shares, each of which represents a 1/20th interest in a share of
5.75%
Series A Mandatory Convertible Preferred Stock (the "Series A Preferred Stock"), for an offering price of
$50
per depository share. Shares of Series A Preferred Stock have a par value of
$0.01
per share.
|
(2)
|
During fiscal 2016, the Company canceled all outstanding shares held in treasury stock and returned such shares to the status of authorized but unissued shares.
|
(3)
|
In fiscal 2016 and 2017, represents a
49%
non-controlling interest in a Water Management joint venture through fiscal 2017. During the first quarter of fiscal 2017, the Company acquired the remaining non-controlling interest for a cash purchase price of
$0.3 million
. During fiscal 2018, represents a
30%
non-controlling interest in two Process & Motion Control controlled subsidiaries.
|
|
|
Year Ended
|
||||||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
76.0
|
|
|
$
|
74.1
|
|
|
$
|
67.5
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
56.1
|
|
|
63.3
|
|
|
58.0
|
|
|||
Amortization of intangible assets
|
|
33.6
|
|
|
42.1
|
|
|
57.4
|
|
|||
Amortization of deferred financing costs
|
|
1.9
|
|
|
2.4
|
|
|
2.0
|
|
|||
Non-cash goodwill impairment
|
|
111.2
|
|
|
—
|
|
|
—
|
|
|||
Non-cash asset impairment
|
|
0.8
|
|
|
1.5
|
|
|
17.5
|
|
|||
Loss on dispositions of property, plant and equipment
|
|
0.9
|
|
|
0.2
|
|
|
0.6
|
|
|||
Deferred income taxes
|
|
(77.5
|
)
|
|
(18.4
|
)
|
|
(13.9
|
)
|
|||
Non-cash charge for disposal of discontinued operations
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||
Actuarial (gain) loss on pension and post retirement benefit obligations
|
|
(3.3
|
)
|
|
(2.6
|
)
|
|
12.9
|
|
|||
Other non-cash charges (credits)
|
|
2.3
|
|
|
(1.0
|
)
|
|
9.6
|
|
|||
Loss on extinguishment of debt
|
|
11.9
|
|
|
7.8
|
|
|
—
|
|
|||
Stock-based compensation expense
|
|
20.5
|
|
|
13.4
|
|
|
7.5
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivables
|
|
(31.0
|
)
|
|
(5.8
|
)
|
|
1.5
|
|
|||
Inventories
|
|
11.5
|
|
|
22.5
|
|
|
37.7
|
|
|||
Other assets
|
|
(16.6
|
)
|
|
(9.2
|
)
|
|
7.5
|
|
|||
Accounts payable
|
|
13.0
|
|
|
(5.3
|
)
|
|
(32.4
|
)
|
|||
Accruals and other
|
|
17.2
|
|
|
10.1
|
|
|
(15.9
|
)
|
|||
Cash provided by operating activities
|
|
228.5
|
|
|
195.1
|
|
|
219.0
|
|
|||
|
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
|
(40.7
|
)
|
|
(54.5
|
)
|
|
(52.1
|
)
|
|||
Acquisitions, net of cash acquired
|
|
(173.6
|
)
|
|
(213.7
|
)
|
|
1.1
|
|
|||
Proceeds from dispositions of property, plant and equipment
|
|
5.5
|
|
|
4.2
|
|
|
5.8
|
|
|||
Cash used for investing activities
|
|
(208.8
|
)
|
|
(264.0
|
)
|
|
(45.2
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
|
||||||
Proceeds from borrowings of debt
|
|
1,529.8
|
|
|
1,590.3
|
|
|
0.9
|
|
|||
Repayments of long-term debt
|
|
(1,791.9
|
)
|
|
(1,885.8
|
)
|
|
(19.5
|
)
|
|||
Proceeds from borrowings of short-term debt
|
|
—
|
|
|
16.1
|
|
|
—
|
|
|||
Repayments of short-term debt
|
|
(24.3
|
)
|
|
(19.5
|
)
|
|
(5.9
|
)
|
|||
Payment of debt issuance costs
|
|
(11.0
|
)
|
|
(11.8
|
)
|
|
(0.9
|
)
|
|||
Deferred acquisition payment
|
|
—
|
|
|
(5.7
|
)
|
|
—
|
|
|||
Proceeds from issuance of preferred stock, net of direct offering costs
|
|
—
|
|
|
389.7
|
|
|
—
|
|
|||
Payment of preferred stock dividends
|
|
(23.2
|
)
|
|
(4.4
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
6.0
|
|
|
11.0
|
|
|
5.1
|
|
|||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(40.0
|
)
|
|||
Proceeds from financing lease obligations
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit on exercise of stock options
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|||
Cash (used for) provided by financing activities
|
|
(308.8
|
)
|
|
79.9
|
|
|
(56.3
|
)
|
|||
Effect of exchange rate changes on cash
, cash equivalents and restricted cash
|
|
16.6
|
|
|
(5.5
|
)
|
|
(3.2
|
)
|
|||
(Decrease) increase in cash, cash equivalents and restricted cash
|
|
(272.5
|
)
|
|
5.5
|
|
|
114.3
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
|
490.1
|
|
|
484.6
|
|
|
370.3
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
217.6
|
|
|
$
|
490.1
|
|
|
$
|
484.6
|
|
|
Year Ended March 31, 2018
|
|
Year Ended March 31, 2017
|
|
Year Ended March 31, 2016
|
||||||
Balance at beginning of period
|
$
|
7.5
|
|
|
$
|
6.8
|
|
|
$
|
6.8
|
|
Acquired obligations
|
1.4
|
|
|
0.4
|
|
|
—
|
|
|||
Charged to operations
|
4.6
|
|
|
3.9
|
|
|
2.8
|
|
|||
Claims settled
|
(4.6
|
)
|
|
(3.6
|
)
|
|
(2.8
|
)
|
|||
Balance at end of period
|
$
|
8.9
|
|
|
$
|
7.5
|
|
|
$
|
6.8
|
|
|
|
Year Ended
|
||||||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income from continuing operations
|
|
$
|
76.0
|
|
|
$
|
74.1
|
|
|
$
|
68.9
|
|
Less: Non-controlling interest income (loss)
|
|
0.1
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Less: Dividends on preferred stock
|
|
(23.2
|
)
|
|
(7.3
|
)
|
|
—
|
|
|||
Income from continuing operations attributable to Rexnord common stockholders
|
|
52.7
|
|
|
66.8
|
|
|
69.3
|
|
|||
Loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||
Net income attributable to Rexnord common stockholders
|
|
$
|
52.7
|
|
|
$
|
66.8
|
|
|
$
|
67.9
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding, basic
|
|
103,889
|
|
|
102,753
|
|
|
100,841
|
|
|||
Effect of dilutive common shares equivalents
|
|
2,110
|
|
|
2,031
|
|
|
2,469
|
|
|||
Weighted average common shares outstanding, dilutive
|
|
105,999
|
|
|
104,784
|
|
|
103,310
|
|
|
Interest Rate Derivatives
|
|
Foreign Currency Translation
|
|
Pension and Postretirement Plans
|
|
Total
|
||||||||
Balance at March 31, 2015
|
$
|
(12.6
|
)
|
|
$
|
(76.5
|
)
|
|
$
|
(41.1
|
)
|
|
$
|
(130.2
|
)
|
Other comprehensive (loss) income before reclassifications
|
(4.3
|
)
|
|
(10.0
|
)
|
|
6.7
|
|
|
(7.6
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
||||
Net current period other comprehensive (loss) income
|
(4.3
|
)
|
|
(10.0
|
)
|
|
5.5
|
|
|
(8.8
|
)
|
||||
Balance at March 31, 2016
|
$
|
(16.9
|
)
|
|
$
|
(86.5
|
)
|
|
$
|
(35.6
|
)
|
|
$
|
(139.0
|
)
|
Other comprehensive income (loss) before reclassifications
|
1.1
|
|
|
(12.8
|
)
|
|
9.2
|
|
|
(2.5
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
6.3
|
|
|
—
|
|
|
(1.8
|
)
|
|
4.5
|
|
||||
Net current period other comprehensive income (loss)
|
7.4
|
|
|
(12.8
|
)
|
|
7.4
|
|
|
2.0
|
|
||||
Balance at March 31, 2017
|
$
|
(9.5
|
)
|
|
$
|
(99.3
|
)
|
|
$
|
(28.2
|
)
|
|
$
|
(137.0
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
57.1
|
|
|
1.4
|
|
|
58.5
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
5.8
|
|
|
—
|
|
|
(1.4
|
)
|
|
4.4
|
|
||||
Net current period other comprehensive income
|
5.8
|
|
|
57.1
|
|
|
—
|
|
|
62.9
|
|
||||
Balance at March 31, 2018
|
$
|
(3.7
|
)
|
|
$
|
(42.2
|
)
|
|
$
|
(28.2
|
)
|
|
$
|
(74.1
|
)
|
Pension and postretirement plans
|
Year Ending March 31, 2018
|
|
Year Ending March 31, 2017
|
|
Year Ending March 31, 2016
|
|
Income Statement Line Item
|
||||||
Amortization of prior service credit
|
$
|
(1.9
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(1.9
|
)
|
|
Selling, general and administrative expenses
|
Curtailment
|
(0.3
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
Actuarial (gain) loss on pension and postretirement benefit obligations
|
|||
Provision for income taxes
|
0.8
|
|
|
1.1
|
|
|
0.7
|
|
|
|
|||
Total, net of income taxes
|
$
|
(1.4
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate derivatives
|
|
|
|
|
|
|
|
||||||
Net realized losses on interest rate derivatives
|
$
|
9.7
|
|
|
$
|
10.2
|
|
|
$
|
—
|
|
|
Interest expense, net
|
Benefit for income taxes
|
(3.9
|
)
|
|
(3.9
|
)
|
|
—
|
|
|
|
|||
Total, net of income taxes
|
$
|
5.8
|
|
|
$
|
6.3
|
|
|
$
|
—
|
|
|
|
|
Year Ended March 31, 2018
|
|
Year Ended March 31, 2017
|
|
Year Ended March 31, 2016
|
||||||
Research and development costs
|
$
|
14.0
|
|
|
$
|
11.1
|
|
|
$
|
12.4
|
|
Engineering costs
|
25.4
|
|
|
27.2
|
|
|
24.8
|
|
|||
Total
|
$
|
39.4
|
|
|
$
|
38.3
|
|
|
$
|
37.2
|
|
|
Year Ended
|
||
|
March 31, 2016
|
||
Net sales
|
$
|
—
|
|
Loss from operations before income taxes
|
(2.2
|
)
|
|
Benefit for income taxes
|
(0.8
|
)
|
|
Net loss from discontinued operations
|
$
|
(1.4
|
)
|
|
|
||
Net loss per share from discontinued operations:
|
|
||
Basic
|
$
|
(0.01
|
)
|
Diluted
|
$
|
(0.01
|
)
|
|
|
Year Ended March 31, 2018
|
||||||||||||||
|
|
Process & Motion Control
|
|
Water Management
|
|
Corporate
|
|
Consolidated
|
||||||||
Employee termination benefits
|
|
$
|
4.6
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
Asset impairment charges (1)
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Contract termination and other associated costs
|
|
7.9
|
|
|
0.8
|
|
|
—
|
|
|
8.7
|
|
||||
Total restructuring and other similar costs
|
|
$
|
13.3
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
18.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Year Ended March 31, 2017
|
||||||||||||||
|
|
Process & Motion Control
|
|
Water Management
|
|
Corporate
|
|
Consolidated
|
||||||||
Employee termination benefits
|
|
$
|
16.5
|
|
|
$
|
6.2
|
|
|
$
|
—
|
|
|
$
|
22.7
|
|
Asset impairment charges (1)
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
||||
Contract termination and other associated costs (2)
|
|
5.4
|
|
|
2.0
|
|
|
—
|
|
|
7.4
|
|
||||
Total restructuring and other similar costs
|
|
$
|
23.4
|
|
|
$
|
8.2
|
|
|
$
|
—
|
|
|
$
|
31.6
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Year Ended March 31, 2016
|
||||||||||||||
|
|
Process & Motion Control
|
|
Water Management
|
|
Corporate
|
|
Consolidated
|
||||||||
Employee termination benefits
|
|
$
|
10.8
|
|
|
$
|
4.2
|
|
|
$
|
0.3
|
|
|
$
|
15.3
|
|
Asset impairment charges (1)
|
|
$
|
1.0
|
|
|
$
|
16.5
|
|
|
$
|
—
|
|
|
17.5
|
|
|
Contract termination and other associated costs
|
|
0.5
|
|
|
1.6
|
|
|
—
|
|
|
2.1
|
|
||||
Total restructuring and other similar costs
|
|
$
|
12.3
|
|
|
$
|
22.3
|
|
|
$
|
0.3
|
|
|
$
|
34.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Restructuring Costs To-date (Period from April 1, 2011 to March 31, 2018)
|
||||||||||||||
|
|
Process & Motion Control
|
|
Water Management
|
|
Corporate
|
|
Consolidated
|
||||||||
Employee termination benefits
|
|
$
|
48.9
|
|
|
$
|
24.5
|
|
|
$
|
2.0
|
|
|
$
|
75.4
|
|
Asset impairment charges
|
|
3.3
|
|
|
16.5
|
|
|
—
|
|
|
19.8
|
|
||||
Contract termination and other associated costs
|
|
17.7
|
|
|
9.1
|
|
|
—
|
|
|
26.8
|
|
||||
Total restructuring and other similar costs
|
|
$
|
69.9
|
|
|
$
|
50.1
|
|
|
$
|
2.0
|
|
|
$
|
122.0
|
|
(1)
|
In connection with the ongoing supply chain optimization and footprint repositioning initiatives, the Company has taken several actions to consolidate existing manufacturing facilities and rationalize its product offerings. These actions require the Company to assess whether the carrying amount of impacted long-lived assets will be recoverable as well as whether the remaining useful lives require adjustment. The impairment charges associated with these assets recognized during fiscal 2018, 2017 and 2016 were determined utilizing independent appraisals of the assets and were classified as Level 3 inputs within the Fair Value hierarchy. Refer to Note
13
Fair Value Measurements for additional information.
|
(2)
|
During fiscal 2017, the Company received a
$1.0 million
cash payment in connection with the sale of certain Rodney Hunt Fontaine ("RHF") related intellectual property, which was fully impaired during fiscal 2016 when the Company announced its decision to exit the RHF product line. A gain on the disposition of this intellectual property of
$1.0 million
was recognized during fiscal 2017 within the Water Management operating segment.
|
Years Ended March 31,
|
|
Pre-tax Loss
|
|
Description
|
||
2017
|
|
$
|
(16.3
|
)
|
|
Includes other restructuring charges (primarily severance costs) of $3.8 million
|
2016
|
|
$
|
(43.1
|
)
|
|
Includes asset impairments described above and other restructuring charges (primarily severance costs) of $16.5 million and $2.9 million, respectively
|
|
|
Employee termination benefits
|
|
Asset impairment charges
|
|
Contract termination and other associated costs
|
|
Total
|
||||||||
Accrued Restructuring Costs, March 31, 2016 (1)
|
|
$
|
10.5
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
10.8
|
|
Charges
|
|
22.7
|
|
|
1.5
|
|
|
7.4
|
|
|
31.6
|
|
||||
Cash payments (2)
|
|
(20.0
|
)
|
|
—
|
|
|
(6.7
|
)
|
|
(26.7
|
)
|
||||
Non-cash charges (3)
|
|
(2.2
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
(3.7
|
)
|
||||
Accrued Restructuring Costs, March 31, 2017 (1)
|
|
11.0
|
|
|
—
|
|
|
1.0
|
|
|
12.0
|
|
||||
Charges
|
|
9.3
|
|
|
0.8
|
|
|
8.7
|
|
|
18.8
|
|
||||
Cash payments
|
|
(16.1
|
)
|
|
—
|
|
|
(9.3
|
)
|
|
(25.4
|
)
|
||||
Non-cash charges
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||
Accrued Restructuring Costs, March 31, 2018 (1)
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
4.6
|
|
(1)
|
The restructuring accrual is included in Other current liabilities on the consolidated balance sheets.
|
(2)
|
Includes the
$1.0 million
cash payment received in conjunction with the aforementioned disposition of RHF-related intellectual property.
|
(3)
|
Included in Employee termination benefits for the year ended March 31, 2017 is
$2.2 million
of contractual termination benefits recognized for enhanced
benefits that will be provided to certain employees impacted by the ongoing supply chain optimization and footprint repositioning initiatives. Those amounts are recorded in the Pension and post-retirement benefit obligations within the consolidated balance sheets and are therefore excluded from the restructuring accrual. Refer to Note
16
Retirement Benefits for additional information.
|
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Finished goods
|
$
|
146.0
|
|
|
$
|
139.9
|
|
Work in progress
|
42.2
|
|
|
44.4
|
|
||
Purchased components
|
83.2
|
|
|
74.0
|
|
||
Raw materials
|
67.9
|
|
|
47.7
|
|
||
Inventories at First-in, First-Out ("FIFO") cost
|
339.3
|
|
|
306.0
|
|
||
Adjustment to state inventories at Last-in, First-Out ("LIFO") cost
|
5.5
|
|
|
8.9
|
|
||
|
$
|
344.8
|
|
|
$
|
314.9
|
|
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Land
|
$
|
37.1
|
|
|
$
|
32.2
|
|
Buildings and improvements
|
273.4
|
|
|
239.0
|
|
||
Machinery and equipment
|
420.1
|
|
|
391.0
|
|
||
Hardware and software
|
72.7
|
|
|
68.9
|
|
||
Construction in-progress
|
36.3
|
|
|
19.8
|
|
||
|
839.6
|
|
|
750.9
|
|
||
Less accumulated depreciation
|
(383.2
|
)
|
|
(350.0
|
)
|
||
|
$
|
456.4
|
|
|
$
|
400.9
|
|
|
|
Goodwill
|
||||||||||
|
|
Process & Motion Control
|
|
Water Management
|
|
Consolidated
|
||||||
Net carrying amount as of March 31, 2016
|
|
$
|
942.4
|
|
|
$
|
251.4
|
|
|
$
|
1,193.8
|
|
Acquisitions (1)
|
|
129.4
|
|
|
—
|
|
|
129.4
|
|
|||
Currency translation adjustments
|
|
(3.0
|
)
|
|
(2.0
|
)
|
|
(5.0
|
)
|
|||
Net carrying amount as of March 31, 2017
|
|
$
|
1,068.8
|
|
|
$
|
249.4
|
|
|
$
|
1,318.2
|
|
Acquisitions (1)
|
|
29.5
|
|
|
25.7
|
|
|
55.2
|
|
|||
Impairment
|
|
—
|
|
|
(111.2
|
)
|
|
(111.2
|
)
|
|||
Currency translation adjustments
|
|
4.2
|
|
|
9.7
|
|
|
13.9
|
|
|||
Net carrying amount as of March 31, 2018
|
|
$
|
1,102.5
|
|
|
$
|
173.6
|
|
|
$
|
1,276.1
|
|
|
|
|
March 31, 2018
|
||||||||||
|
Weighted Average Useful Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Patents
|
10 years
|
|
$
|
53.1
|
|
|
$
|
(39.3
|
)
|
|
$
|
13.8
|
|
Customer relationships (including distribution network)
|
13 years
|
|
719.6
|
|
|
(506.4
|
)
|
|
213.2
|
|
|||
Tradenames
|
13 years
|
|
40.1
|
|
|
(8.5
|
)
|
|
31.6
|
|
|||
Intangible assets not subject to amortization - trademarks and tradenames
|
|
|
318.9
|
|
|
—
|
|
|
318.9
|
|
|||
Total intangible assets, net
|
13 years
|
|
$
|
1,131.7
|
|
|
$
|
(554.2
|
)
|
|
$
|
577.5
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
March 31, 2017
|
||||||||||
|
Weighted Average Useful Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Patents
|
10 years
|
|
$
|
47.0
|
|
|
$
|
(37.7
|
)
|
|
$
|
9.3
|
|
Customer relationships (including distribution network)
|
13 years
|
|
685.8
|
|
|
(475.2
|
)
|
|
210.6
|
|
|||
Tradenames
|
12 years
|
|
29.5
|
|
|
(5.3
|
)
|
|
24.2
|
|
|||
Intangible assets not subject to amortization - trademarks and tradenames
|
|
|
314.5
|
|
|
—
|
|
|
314.5
|
|
|||
Total intangible assets, net
|
13 years
|
|
$
|
1,076.8
|
|
|
$
|
(518.2
|
)
|
|
$
|
558.6
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Customer advances
|
$
|
11.5
|
|
|
$
|
10.9
|
|
Sales rebates
|
26.9
|
|
|
25.5
|
|
||
Commissions
|
7.0
|
|
|
6.3
|
|
||
Restructuring and other similar charges (1)
|
4.6
|
|
|
12.0
|
|
||
Product warranty (2)
|
8.9
|
|
|
7.5
|
|
||
Risk management (3)
|
10.1
|
|
|
8.9
|
|
||
Legal and environmental
|
3.7
|
|
|
4.4
|
|
||
Taxes, other than income taxes
|
8.7
|
|
|
10.5
|
|
||
Income taxes payable
|
25.1
|
|
|
17.8
|
|
||
Interest payable
|
8.7
|
|
|
5.7
|
|
||
Other
|
34.6
|
|
|
17.9
|
|
||
|
$
|
149.8
|
|
|
$
|
127.4
|
|
(1)
|
See more information related to the restructuring obligations balance within Note
5
.
|
(2)
|
See more information related to the product warranty obligations balance within Note
2
.
|
(3)
|
Includes projected liabilities related to losses arising from automobile, general and product liability claims.
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Term loans (1)
|
|
$
|
791.5
|
|
|
$
|
1,584.5
|
|
4.875% Senior Notes due 2025 (2)
|
|
494.2
|
|
|
—
|
|
||
Securitization facility borrowings (3)
|
|
18.3
|
|
|
—
|
|
||
Other subsidiary debt (4)
|
|
52.0
|
|
|
38.2
|
|
||
Total
|
|
1,356.0
|
|
|
1,622.7
|
|
||
Less current maturities
|
|
3.9
|
|
|
16.5
|
|
||
Long-term debt
|
|
$
|
1,352.1
|
|
|
$
|
1,606.2
|
|
(1)
|
Includes unamortized debt issuance costs of
$8.5 million
and
$17.9 million
at
March 31, 2018
and
March 31, 2017
, respectively.
|
(2)
|
Includes unamortized debt issuance costs of
$5.8 million
at March 31, 2018.
|
(3)
|
Includes unamortized debt issuance costs of
$0.5 million
at March 31, 2018.
|
(4)
|
Includes unamortized debt issuance costs of
$0.5 million
at both
March 31, 2018
and
March 31, 2017
.
|
|
|
March 31, 2018
|
|
March 31, 2017
|
|
Balance Sheet Classification
|
||||
|
|
Asset Derivatives
|
||||||||
Interest rate caps
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other assets
|
Foreign currency forward contracts
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
Other current assets
|
|
|
Liability Derivatives
|
||||||||
Interest rate swaps
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
Other current liabilities
|
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
10.3
|
|
|
Other liabilities
|
Foreign currency forward contracts
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
Other current liabilities
|
|
|
Amount of loss recognized in accumulated other comprehensive loss
|
||||||
Derivative instruments no longer qualifying for hedge accounting under ASC 815 (in millions)
|
|
|||||||
|
March 31, 2018
|
|
March 31, 2017
|
|||||
Interest rate swaps
|
|
$
|
2.3
|
|
|
$
|
6.4
|
|
Interest rate caps
|
|
$
|
1.4
|
|
|
$
|
3.1
|
|
|
|
|
|
Amount recognized as (income) expense
|
||||||||||
Non-qualifying, non-designated derivative instruments (in millions)
|
|
Consolidated Statements of Operations Classification
|
|
Year Ended
|
||||||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||||
Foreign currency forward contracts
|
|
Other (income) expense , net
|
|
$
|
0.2
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
Interest rate swaps
|
|
Interest expense, net
|
|
$
|
(5.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Level 1- Quoted prices for identical instruments in active markets.
|
•
|
Level 2- Quoted prices for similar instruments; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable.
|
•
|
Level 3- Model-derived valuations in which one or more inputs or value-drivers are both significant to the fair value measurement and unobservable.
|
|
|
Fair Value as of March 31, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Total liabilities at fair value
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fair Value as of March 31, 2017
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
10.3
|
|
|
$
|
—
|
|
|
$
|
10.3
|
|
Foreign currency forward contracts
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Total liabilities at fair value
|
|
$
|
—
|
|
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
10.4
|
|
|
Years Ended
|
|||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
|||
Expected option term (in years)
|
6.5
|
|
|
6.5
|
|
|
6.5
|
|
Expected volatility factor
|
31
|
%
|
|
29
|
%
|
|
24
|
%
|
Weighted-average risk free interest rate
|
1.99
|
%
|
|
1.58
|
%
|
|
1.82
|
%
|
Expected dividend rate
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
Years Ended
|
|||||||||||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
|||||||||||||||
|
Shares
|
|
Weighted Avg. Exercise Price
|
|
Shares
|
|
Weighted Avg. Exercise Price
|
|
Shares
|
|
Weighted Avg. Exercise Price
|
|||||||||
Number of shares under options:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Outstanding at beginning of period
|
7,770,670
|
|
|
$
|
18.73
|
|
|
7,854,685
|
|
|
$
|
15.10
|
|
|
8,588,518
|
|
|
$
|
13.04
|
|
Granted
|
1,176,205
|
|
|
23.17
|
|
|
2,602,014
|
|
|
19.72
|
|
|
1,072,556
|
|
|
24.14
|
|
|||
Exercised (1)
|
(543,443
|
)
|
|
14.89
|
|
|
(2,116,571
|
)
|
|
5.18
|
|
|
(1,278,017
|
)
|
|
5.55
|
|
|||
Canceled/Forfeited
|
(285,485
|
)
|
|
22.55
|
|
|
(569,458
|
)
|
|
23.34
|
|
|
(528,372
|
)
|
|
23.53
|
|
|||
Outstanding at end of period (2)
|
8,117,947
|
|
|
$
|
19.50
|
|
|
7,770,670
|
|
|
$
|
18.73
|
|
|
7,854,685
|
|
|
$
|
15.10
|
|
Exercisable at end of period (3)
|
4,810,737
|
|
|
$
|
17.93
|
|
|
3,221,622
|
|
|
$
|
15.25
|
|
|
4,678,216
|
|
|
$
|
9.52
|
|
(1)
|
The total intrinsic value of options exercised during fiscal
2018
,
2017
and
2016
was
$6.4 million
,
$29.1 million
and
$16.3 million
, respectively.
|
(2)
|
The weighted average remaining contractual life of options outstanding was
6.1
years at
March 31, 2018
,
6.6
years at
March 31, 2017
and
5.0
years at
March 31, 2016
. The aggregate intrinsic value of options outstanding at
March 31, 2018
was
$82.7 million
.
|
(3)
|
The weighted average remaining contractual life of options exercisable was
4.7
years at
March 31, 2018
,
4.6
years at
March 31, 2017
and
3.0
years at
March 31, 2016
. The aggregate intrinsic value of options exercisable at
March 31, 2018
was
$56.5 million
.
|
|
Shares
|
|
Weighted Avg. Exercise Price
|
|||
Nonvested options at beginning of period
|
4,549,048
|
|
|
$
|
21.20
|
|
Granted
|
1,176,205
|
|
|
23.17
|
|
|
Vested
|
(2,169,627
|
)
|
|
21.31
|
|
|
Canceled/Forfeited
|
(248,416
|
)
|
|
21.96
|
|
|
Nonvested options at end of period
|
3,307,210
|
|
|
$
|
21.77
|
|
|
Years Ended
|
|||||||||||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
|||||||||||||||
|
Units
|
|
Weighted Avg. Grant Date Fair Value
|
|
Units
|
|
Weighted Avg. Grant Date Fair Value
|
|
Units
|
|
Weighted Avg. Grant Date Fair Value
|
|||||||||
Nonvested RSUs at beginning of period
|
322,142
|
|
|
$
|
20.59
|
|
|
125,307
|
|
|
$
|
24.67
|
|
|
53,813
|
|
|
$
|
29.06
|
|
Granted
|
250,013
|
|
|
23.19
|
|
|
279,445
|
|
|
19.53
|
|
|
96,952
|
|
|
23.20
|
|
|||
Vested
|
(150,784
|
)
|
|
21.92
|
|
|
(48,207
|
)
|
|
24.01
|
|
|
(12,866
|
)
|
|
29.09
|
|
|||
Canceled/Forfeited
|
(53,189
|
)
|
|
22.41
|
|
|
(34,403
|
)
|
|
22.00
|
|
|
(12,592
|
)
|
|
27.62
|
|
|||
Nonvested RSUs at end of period
|
368,182
|
|
|
$
|
21.55
|
|
|
322,142
|
|
|
$
|
20.59
|
|
|
125,307
|
|
|
$
|
24.67
|
|
|
Years Ended
|
|||||||||||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
|||||||||||||||
|
Units
|
|
Weighted Avg. Grant Date Fair Value
|
|
Units
|
|
Weighted Avg. Grant Date Fair Value
|
|
Units
|
|
Weighted Avg. Grant Date Fair Value
|
|||||||||
Nonvested PSUs at beginning of period
|
259,930
|
|
|
$
|
24.74
|
|
|
49,136
|
|
|
$
|
28.57
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
193,071
|
|
|
26.58
|
|
|
219,266
|
|
|
23.95
|
|
|
50,711
|
|
|
28.57
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Canceled/Forfeited
|
—
|
|
|
—
|
|
|
(8,472
|
)
|
|
25.90
|
|
|
(1,575
|
)
|
|
28.57
|
|
|||
Nonvested PSUs at end of period
|
453,001
|
|
|
$
|
25.53
|
|
|
259,930
|
|
|
$
|
24.74
|
|
|
49,136
|
|
|
$
|
28.57
|
|
|
Years Ended
|
|||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
|||
Expected volatility factor
|
31
|
%
|
|
30
|
%
|
|
31
|
%
|
Weighted-average risk-free interest rate
|
1.45
|
%
|
|
0.86
|
%
|
|
1.01
|
%
|
Expected dividend rate
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
PSU fair value per share
|
$31.25
|
|
$27.67
|
|
$32.06
|
|
Year Ended
|
||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||
Pension Benefits:
|
|
|
|
|
|
||||||
Service cost
|
$
|
1.0
|
|
|
$
|
1.8
|
|
|
$
|
2.2
|
|
Interest cost
|
24.4
|
|
|
25.7
|
|
|
25.5
|
|
|||
Expected return on plan assets
|
(26.7
|
)
|
|
(27.1
|
)
|
|
(28.8
|
)
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Prior service cost
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
(Income) cost associated with special events:
|
|
|
|
|
|
|
|
|
|||
Curtailment (1)
|
(0.3
|
)
|
|
(1.4
|
)
|
|
—
|
|
|||
Contractual termination benefits (2)
|
—
|
|
|
2.2
|
|
|
—
|
|
|||
Recognition of actuarial (gains) losses
|
(1.1
|
)
|
|
—
|
|
|
13.0
|
|
|||
Net periodic benefit (income) cost
|
$
|
(2.7
|
)
|
|
$
|
1.3
|
|
|
$
|
12.0
|
|
Other Postretirement Benefits:
|
|
|
|
|
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
1.0
|
|
|
1.1
|
|
|
1.2
|
|
|||
Amortization:
|
|
|
|
|
|
||||||
Prior service credit
|
(1.9
|
)
|
|
(2.0
|
)
|
|
(2.0
|
)
|
|||
Cost associated with special events:
|
|
|
|
|
|
||||||
Curtailment (1)
|
—
|
|
|
0.4
|
|
|
—
|
|
|||
Recognition of actuarial gains
|
(1.9
|
)
|
|
(1.6
|
)
|
|
(0.1
|
)
|
|||
Net periodic benefit income
|
$
|
(2.8
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(0.8
|
)
|
(1)
|
During fiscal 2018 and 2017, certain active participants of a foreign pension plan were transferred out of the pension plan and placed into a defined contribution plan, resulting in a curtailment gain of
$0.3 million
and
$1.4 million
, respectively. In addition, during fiscal 2017 the Company also recognized a curtailment loss of
$0.4 million
associated with a postretirement benefit plan resulting from the decision to close a U.S. manufacturing facility in connection with the Company’s ongoing supply chain optimization and footprint repositioning initiatives. See Note 5, Restructuring and Other Similar Charges for additional information. The recognition of the non-cash net curtailment gain of
$0.3 million
and
$1.0 million
is recorded within Actuarial (gain) loss on pension and postretirement benefit obligations in the consolidated statements of operations for the fiscal years ended March 31, 2018 and 2017, respectively.
|
(2)
|
During fiscal 2017, the Company recognized incremental expense of
$2.2 million
of termination benefits associated with incremental benefits participants of the Company’s domestic union defined benefit plans will receive following the Company’s decision to close
one
of its U.S. manufacturing facilities. The contractual termination benefit is recorded in Restructuring and other similar charges on the fiscal 2017 consolidated statements of operations.
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
Year Ended March 31, 2018
|
|
Year Ended March 31, 2017
|
|
Year Ended March 31, 2018
|
|
Year Ended March 31, 2017
|
||||||||
Benefit obligation at beginning of period
|
$
|
(665.4
|
)
|
|
$
|
(674.0
|
)
|
|
$
|
(25.7
|
)
|
|
$
|
(29.6
|
)
|
Service cost
|
(1.0
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Interest cost
|
(24.4
|
)
|
|
(25.7
|
)
|
|
(1.0
|
)
|
|
(1.1
|
)
|
||||
Actuarial gains
|
7.3
|
|
|
11.8
|
|
|
2.8
|
|
|
3.7
|
|
||||
Benefits paid
|
41.2
|
|
|
39.8
|
|
|
3.0
|
|
|
3.1
|
|
||||
Plan participant contributions
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||
Acquisitions (1)
|
(6.3
|
)
|
|
(18.3
|
)
|
|
—
|
|
|
—
|
|
||||
Contractual termination benefits
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
0.3
|
|
|
2.5
|
|
|
—
|
|
|
(1.1
|
)
|
||||
Translation adjustment
|
(10.6
|
)
|
|
2.8
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of period
|
$
|
(659.0
|
)
|
|
$
|
(665.4
|
)
|
|
$
|
(21.5
|
)
|
|
$
|
(25.7
|
)
|
Plan assets at the beginning of the period
|
$
|
513.0
|
|
|
$
|
503.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
23.6
|
|
|
26.6
|
|
|
—
|
|
|
—
|
|
||||
Contributions
|
5.9
|
|
|
8.6
|
|
|
3.0
|
|
|
3.1
|
|
||||
Benefits paid
|
(41.2
|
)
|
|
(39.8
|
)
|
|
(3.0
|
)
|
|
(3.1
|
)
|
||||
Acquisitions (1)
|
2.3
|
|
|
14.9
|
|
|
|
|
|
—
|
|
||||
Translation adjustment
|
3.8
|
|
|
(0.9
|
)
|
|
|
|
|
—
|
|
||||
Plan assets at end of period
|
$
|
507.4
|
|
|
$
|
513.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status of plans
|
$
|
(151.6
|
)
|
|
$
|
(152.4
|
)
|
|
$
|
(21.5
|
)
|
|
$
|
(25.7
|
)
|
Net amount on Consolidated Balance Sheets consists of:
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(2.4
|
)
|
|
(2.2
|
)
|
|
(2.1
|
)
|
|
(2.1
|
)
|
||||
Long-term liabilities
|
(149.8
|
)
|
|
(150.8
|
)
|
|
(19.4
|
)
|
|
(23.6
|
)
|
||||
Total net funded status
|
$
|
(151.6
|
)
|
|
$
|
(152.4
|
)
|
|
$
|
(21.5
|
)
|
|
$
|
(25.7
|
)
|
(1)
|
Includes the acquisition of Centa and Cambridge during fiscal 2018 and 2017, respectively. See Note 3 Acquisitions for additional information.
|
|
As of March 31, 2018
|
||||||||||
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
Total
|
||||||
Unrecognized prior service credit
|
$
|
(0.2
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(1.4
|
)
|
Unrecognized actuarial loss (gain)
|
46.2
|
|
|
(1.7
|
)
|
|
44.5
|
|
|||
Accumulated other comprehensive loss (income), gross
|
46.0
|
|
|
(2.9
|
)
|
|
43.1
|
|
|||
Deferred income tax (benefit) provision
|
(15.9
|
)
|
|
1.0
|
|
|
(14.9
|
)
|
|||
Accumulated other comprehensive loss (income), net
|
$
|
30.1
|
|
|
$
|
(1.9
|
)
|
|
$
|
28.2
|
|
|
As of March 31, 2017
|
||||||||||
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
Total
|
||||||
Unrecognized prior service credit
|
$
|
(0.1
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
(3.2
|
)
|
Unrecognized actuarial loss (gain)
|
49.4
|
|
|
(0.8
|
)
|
|
48.6
|
|
|||
Accumulated other comprehensive loss (income), gross
|
49.3
|
|
|
(3.9
|
)
|
|
45.4
|
|
|||
Deferred income tax (benefit) provision
|
(18.7
|
)
|
|
1.5
|
|
|
(17.2
|
)
|
|||
Accumulated other comprehensive loss (income), net
|
$
|
30.6
|
|
|
$
|
(2.4
|
)
|
|
$
|
28.2
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||
Benefit Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.7
|
%
|
|
3.9
|
%
|
|
3.8
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
|
3.9
|
%
|
Rate of compensation increase
|
2.9
|
%
|
|
3.0
|
%
|
|
3.1
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Net Periodic Benefit Cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.9
|
%
|
|
3.8
|
%
|
|
3.7
|
%
|
|
4.0
|
%
|
|
3.9
|
%
|
|
3.8
|
%
|
Rate of compensation increase
|
3.0
|
%
|
|
3.0
|
%
|
|
3.4
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Expected return on plan assets
|
5.3
|
%
|
|
5.3
|
%
|
|
5.3
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
Plan Assets
|
||||||
|
2018
|
|
2017
|
||||
|
Investment
Policy (1)
|
|
Target
Allocation (2)
|
|
Actual
Allocation
|
|
Actual
Allocation
|
Equity securities
|
20 - 30%
|
|
29%
|
|
28%
|
|
30%
|
Debt securities (including cash and cash equivalents)
|
55 - 80%
|
|
65%
|
|
65%
|
|
64%
|
Other
|
0 - 10%
|
|
6%
|
|
7%
|
|
6%
|
(1)
|
The investment policy allocation represents the guidelines of the Company's principal U.S. pension plans based on the changes in the plans funded status.
|
(2)
|
The target allocations represent the weighted average target allocations for the Company's principal U.S. pension plans.
|
|
As of March 31, 2018
|
||||||||||||||||||
|
Quoted Prices in
Active Market
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
Assets measured at net asset value
(1)
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.7
|
|
|
$
|
5.9
|
|
Investment funds
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed income funds (2)
|
10.7
|
|
|
—
|
|
|
—
|
|
|
317.3
|
|
|
328.0
|
|
|||||
U.S. equity funds (3)
|
2.3
|
|
|
—
|
|
|
—
|
|
|
59.6
|
|
|
61.9
|
|
|||||
International equity funds (3)
|
0.3
|
|
|
—
|
|
|
—
|
|
|
35.6
|
|
|
35.9
|
|
|||||
Balanced funds (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|
9.5
|
|
|||||
Alternative investment funds (4)
|
—
|
|
|
—
|
|
|
—
|
|
|
36.0
|
|
|
36.0
|
|
|||||
Insurance contracts
|
—
|
|
|
—
|
|
|
30.2
|
|
|
—
|
|
|
30.2
|
|
|||||
Total
|
$
|
15.5
|
|
|
$
|
—
|
|
|
$
|
30.2
|
|
|
$
|
461.7
|
|
|
507.4
|
|
|
As of March 31, 2017
|
||||||||||||||||||
|
Quoted Prices in
Active Market
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
Assets measured at net asset value
(1)
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.5
|
|
|
$
|
6.5
|
|
Investment funds
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed income funds (2)
|
8.8
|
|
|
—
|
|
|
—
|
|
|
317.5
|
|
|
326.3
|
|
|||||
U.S. equity funds (3)
|
3.7
|
|
|
—
|
|
|
—
|
|
|
65.2
|
|
|
68.9
|
|
|||||
International equity funds (3)
|
2.0
|
|
|
—
|
|
|
—
|
|
|
38.5
|
|
|
40.5
|
|
|||||
Balanced funds (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
9.3
|
|
|
9.3
|
|
|||||
Alternative investment funds (4)
|
—
|
|
|
—
|
|
|
—
|
|
|
37.6
|
|
|
37.6
|
|
|||||
Insurance contracts
|
—
|
|
|
—
|
|
|
23.9
|
|
|
—
|
|
|
23.9
|
|
|||||
Total
|
$
|
16.5
|
|
|
$
|
—
|
|
|
$
|
23.9
|
|
|
$
|
472.6
|
|
|
513.0
|
|
(1)
|
In accordance with Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position.
|
(2)
|
The Company's fixed income mutual and commingled funds primarily include investments in U.S. government securities and corporate bonds. The commingled funds also include an insignificant portion of investments in asset-backed securities or partnerships. The mutual and commingled funds are primarily valued using the net asset value, which reflects the plan's share of the fair value of the investments.
|
(3)
|
The Company's equity mutual and commingled funds primarily include investments in U.S. and international common stock. The balanced mutual and commingled funds invest in a combination of fixed income and equity securities. The mutual and commingled funds are primarily valued using the net asset value, which reflects the plan's share of the fair value of the investments.
|
(4)
|
The Company's alternative investments include venture capital and partnership investments. Alternative investments are valued using the net asset value, which reflects the plan's share of the fair value of the investments. The Company is generally able to redeem investments at periodic times during the year with notice provided to the general partner.
|
|
Insurance
Contracts
|
||
Ending balance, March 31, 2016
|
$
|
22.6
|
|
Actual return on assets:
|
|
||
Related to assets held at reporting date
|
1.3
|
|
|
Related to assets sold during the period
|
—
|
|
|
Purchases, sales, issuances and settlements
|
—
|
|
|
Ending balance, March 31, 2017
|
23.9
|
|
|
Actual return on assets:
|
|
||
Related to assets held at reporting date
|
3.9
|
|
|
Related to assets acquired by acquisition (1)
|
2.4
|
|
|
Related to assets sold during the period
|
—
|
|
|
Purchases, sales, issuances and settlements
|
—
|
|
|
Ending balance, March 31, 2018
|
$
|
30.2
|
|
(1)
|
Relates to the assets acquired in connection with the Company's acquisition of Centa during fiscal 2018. See Note 3 Acquisitions for additional information.
|
Year Ending March 31:
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
2019
|
$
|
41.2
|
|
|
$
|
2.1
|
|
2020
|
41.3
|
|
|
2.2
|
|
||
2021
|
41.1
|
|
|
2.1
|
|
||
2022
|
41.0
|
|
|
1.9
|
|
||
2023
|
40.8
|
|
|
1.7
|
|
||
2024-2028
|
200.0
|
|
|
7.1
|
|
|
One Percentage Point Increase
|
|
One Percentage Point Decrease
|
||||||||||||||||||||
|
Year Ended March 31,
|
|
Year Ended March 31,
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Increase (decrease) in total of service and interest cost components
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Increase (decrease) in postretirement benefit obligation
|
1.5
|
|
|
2.1
|
|
|
2.6
|
|
|
(1.3
|
)
|
|
(1.8
|
)
|
|
(2.2
|
)
|
|
Fair Value as of March 31, 2018
|
||||||||||||||
|
Quoted Prices in
Active Market (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
|
|||||
Mutual funds (1)
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Corporate-owned life insurance policies (2)
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||
Total assets at fair value
|
$
|
1.6
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation liability at fair value (3):
|
$
|
3.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
Fair Value as of March 31, 2017
|
||||||||||||||
|
Quoted Prices in
Active Market (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
|
|||||
Mutual funds (1)
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
Total assets at fair value
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liability at fair value (3):
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
(1)
|
The Company has elected to use the fair value option for the mutual funds to better align the measurement of the assets with the measurement of the liability, which are measured using quoted prices of identical instruments in active markets and are categorized as Level 1.
|
(2)
|
The corporate-owned life insurance contracts are recorded at cash surrender value, which is provided by a third party and reflects the net asset value of the underlying publicly traded mutual funds, and are categorized as Level 2.
|
(3)
|
The deferred compensation liability is measured at fair value based on the quoted prices of identical instruments to the investment vehicles selected by the participants.
|
|
Year ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
United States
|
$
|
26.7
|
|
|
$
|
12.1
|
|
|
$
|
24.0
|
|
Non-United States
|
25.5
|
|
|
20.3
|
|
|
15.3
|
|
|||
State and local
|
3.9
|
|
|
2.2
|
|
|
3.9
|
|
|||
Total current
|
56.1
|
|
|
34.6
|
|
|
43.2
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
United States
|
(70.4
|
)
|
|
(18.0
|
)
|
|
(10.2
|
)
|
|||
Non-United States
|
(3.0
|
)
|
|
(6.8
|
)
|
|
1.1
|
|
|||
State and local
|
(2.2
|
)
|
|
(1.9
|
)
|
|
(17.0
|
)
|
|||
Total deferred
|
(75.6
|
)
|
|
(26.7
|
)
|
|
(26.1
|
)
|
|||
(Benefit) Provision for income taxes
|
$
|
(19.5
|
)
|
|
$
|
7.9
|
|
|
$
|
17.1
|
|
|
Year ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Provision for income taxes at U.S. federal statutory income tax rate
|
$
|
17.8
|
|
|
$
|
28.7
|
|
|
$
|
30.1
|
|
State and local income taxes, net of federal benefit
|
2.9
|
|
|
0.8
|
|
|
2.7
|
|
|||
Net effects of foreign rate differential
|
(2.5
|
)
|
|
(1.3
|
)
|
|
(3.0
|
)
|
|||
Net effects of foreign operations
|
(8.4
|
)
|
|
(4.4
|
)
|
|
(2.1
|
)
|
|||
Net effect to deferred taxes for U.S. Tax Reform
|
(66.5
|
)
|
|
—
|
|
|
—
|
|
|||
Nondeductible goodwill impairment charges
|
35.1
|
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefits, net of federal benefit
|
1.1
|
|
|
0.5
|
|
|
(11.3
|
)
|
|||
Domestic production activities deduction
|
(3.2
|
)
|
|
(2.7
|
)
|
|
(1.3
|
)
|
|||
Research and development credit
|
(0.9
|
)
|
|
(7.6
|
)
|
|
—
|
|
|||
Excess tax benefits related to equity compensation
|
(0.5
|
)
|
|
(7.0
|
)
|
|
—
|
|
|||
Changes in valuation allowance
|
4.8
|
|
|
0.5
|
|
|
2.3
|
|
|||
Other
|
0.8
|
|
|
0.4
|
|
|
(0.3
|
)
|
|||
(Benefit) provision for income taxes
|
$
|
(19.5
|
)
|
|
$
|
7.9
|
|
|
$
|
17.1
|
|
|
Year ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
86.6
|
|
|
$
|
50.4
|
|
|
$
|
45.3
|
|
Non-United States
|
(30.1
|
)
|
|
31.6
|
|
|
40.7
|
|
|||
Income before income taxes
|
$
|
56.5
|
|
|
$
|
82.0
|
|
|
$
|
86.0
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Compensation and retirement benefits
|
$
|
47.9
|
|
|
$
|
79.9
|
|
General accruals and reserves
|
9.2
|
|
|
18.1
|
|
||
State tax net operating loss carryforwards
|
23.1
|
|
|
19.2
|
|
||
Foreign net operating loss and interest carryforwards
|
33.3
|
|
|
22.5
|
|
||
Other
|
1.2
|
|
|
7.9
|
|
||
Total deferred tax assets before valuation allowance
|
114.7
|
|
|
147.6
|
|
||
Valuation allowance
|
(40.4
|
)
|
|
(27.7
|
)
|
||
Total deferred tax assets
|
74.3
|
|
|
119.9
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
37.0
|
|
|
39.9
|
|
||
Inventories
|
18.1
|
|
|
31.5
|
|
||
Intangible assets and goodwill
|
153.6
|
|
|
217.5
|
|
||
Cancellation of indebtedness
|
7.1
|
|
|
27.6
|
|
||
Total deferred tax liabilities
|
215.8
|
|
|
316.5
|
|
||
Net deferred tax liabilities
|
$
|
141.5
|
|
|
$
|
196.6
|
|
|
|
|
|
||||
Net amount on Consolidated Balance Sheet consists of:
|
|
|
|
||||
Other assets
|
$
|
15.1
|
|
|
$
|
12.2
|
|
Deferred income taxes
|
(156.6
|
)
|
|
(208.8
|
)
|
||
Net long-term deferred tax liabilities
|
$
|
(141.5
|
)
|
|
$
|
(196.6
|
)
|
|
Year Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
15.0
|
|
|
$
|
13.2
|
|
Additions based on tax positions related to the current year
|
0.8
|
|
|
0.8
|
|
||
Additions for tax positions of prior years
|
—
|
|
|
2.8
|
|
||
Reductions for tax positions of prior years
|
—
|
|
|
—
|
|
||
Settlements
|
—
|
|
|
—
|
|
||
Reductions due to lapse of applicable statute of limitations
|
(0.6
|
)
|
|
(1.7
|
)
|
||
Cumulative translation adjustment
|
0.4
|
|
|
(0.1
|
)
|
||
Balance at end of period
|
$
|
15.6
|
|
|
$
|
15.0
|
|
•
|
In 2002, Rexnord Industries, LLC (“Rexnord Industries”) was named as a potentially responsible party (“PRP”), together with at least
ten
other companies, at the Ellsworth Industrial Park Site, Downers Grove, DuPage County, Illinois (the “Site”), by the United States Environmental Protection Agency (“USEPA”), and the Illinois Environmental Protection Agency (“IEPA”). Rexnord Industries' Downers Grove property is situated within the Ellsworth Industrial Complex. The USEPA and IEPA allege there have been
one
or more releases or threatened releases of chlorinated solvents and other hazardous substances, pollutants or contaminants, allegedly including but not limited to a release or threatened release on or from the Company's property, at the Site. The relief sought by the USEPA and IEPA includes further investigation and potential remediation of the Site and reimbursement of USEPA's past costs. Rexnord Industries' allocated share of past and future costs related to the Site, including for investigation and/or remediation, could be significant. All previously pending property damage and personal injury lawsuits against the Company related to the Site have been settled or dismissed. Pursuant to its indemnity obligation, Invensys continues to defend the Company in known matters related to the Site and has paid
100%
of the costs to date.
|
•
|
Multiple lawsuits (with approximately
300
claimants) are pending in state or federal court in numerous jurisdictions relating to alleged personal injuries due to the alleged presence of asbestos in certain brakes and clutches previously manufactured by the Company's Stearns division and/or its predecessor owners. Invensys and FMC, prior owners of the Stearns business, have paid
100%
of the costs to date related to the Stearns lawsuits. Similarly, the Company's Prager subsidiary is a defendant in
two
pending multi-defendant lawsuits relating to alleged personal injuries due to the alleged presence of asbestos in a product allegedly manufactured by Prager. Additionally, there are numerous individuals who have filed asbestos related claims against Prager; however, these claims are currently on the Texas Multi-district Litigation inactive docket. The ultimate outcome of these asbestos matters cannot presently be determined. To date, the Company's insurance providers have paid
100%
of the costs related to the Prager asbestos matters. The Company believes that the combination of its insurance coverage and the Invensys indemnity obligations will cover any future costs of these matters.
|
•
|
Falk, through its successor entity, is a defendant in multiple lawsuits pending in state or federal court in numerous jurisdictions relating to alleged personal injuries due to the alleged presence of asbestos in certain clutches and drives previously manufactured by Falk. There are approximately
100
claimants in these suits. The ultimate outcome of these lawsuits cannot presently be determined. Hamilton Sundstrand is defending the Company in these lawsuits pursuant to its indemnity obligations and has paid
100%
of the costs to date.
|
|
|
Year Ended
|
||||||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||
Net sales by product
|
|
|
|
|
|
|
||||||
Process & Motion Control:
|
|
|
|
|
|
|
||||||
Original equipment manufacturers/ end-users
|
|
$
|
690.5
|
|
|
$
|
594.6
|
|
|
$
|
572.3
|
|
Maintenance, repair, and operations
|
|
550.7
|
|
|
540.1
|
|
|
528.0
|
|
|||
Total Process & Motion Control
|
|
1,241.2
|
|
|
1,134.7
|
|
|
1,100.3
|
|
|||
Water Management:
|
|
|
|
|
|
|
||||||
Water safety, quality, flow control and conservation
|
|
566.9
|
|
|
538.9
|
|
|
534.1
|
|
|||
Water infrastructure
|
|
257.9
|
|
|
244.6
|
|
|
289.4
|
|
|||
Total Water Management
|
|
824.8
|
|
|
783.5
|
|
|
823.5
|
|
|||
Consolidated net sales
|
|
2,066.0
|
|
|
1,918.2
|
|
|
1,923.8
|
|
|||
Income (loss) from operations
|
|
|
|
|
|
|
||||||
Process & Motion Control
|
|
193.8
|
|
|
134.9
|
|
|
146.8
|
|
|||
Water Management
|
|
(3.0
|
)
|
|
85.1
|
|
|
72.8
|
|
|||
Corporate
|
|
(43.7
|
)
|
|
(36.3
|
)
|
|
(45.3
|
)
|
|||
Consolidated income from operations
|
|
147.1
|
|
|
183.7
|
|
|
174.3
|
|
|||
Non-operating expense:
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(75.6
|
)
|
|
(88.7
|
)
|
|
(91.4
|
)
|
|||
Loss on the extinguishment of debt
|
|
(11.9
|
)
|
|
(7.8
|
)
|
|
—
|
|
|||
Other (expense) income, net
|
|
(3.1
|
)
|
|
(5.2
|
)
|
|
3.1
|
|
|||
Income from continuing operations before income taxes
|
|
56.5
|
|
|
82.0
|
|
|
86.0
|
|
|||
(Benefit) provision for income taxes
|
|
(19.5
|
)
|
|
7.9
|
|
|
17.1
|
|
|||
Net income from continuing operations
|
|
76.0
|
|
|
74.1
|
|
|
68.9
|
|
|||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||
Net income
|
|
76.0
|
|
|
74.1
|
|
|
67.5
|
|
|||
Non-controlling interest income (loss)
|
|
0.1
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Net income attributable to Rexnord
|
|
75.9
|
|
|
74.1
|
|
|
67.9
|
|
|||
Dividends on preferred stock
|
|
(23.2
|
)
|
|
(7.3
|
)
|
|
—
|
|
|||
Net income attributable to Rexnord common stockholders
|
|
$
|
52.7
|
|
|
$
|
66.8
|
|
|
$
|
67.9
|
|
|
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
Process & Motion Control
|
|
$
|
56.0
|
|
|
$
|
69.9
|
|
|
$
|
77.3
|
|
Water Management
|
|
33.7
|
|
|
35.5
|
|
|
38.1
|
|
|||
Consolidated
|
|
$
|
89.7
|
|
|
$
|
105.4
|
|
|
$
|
115.4
|
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
Process & Motion Control
|
|
$
|
34.2
|
|
|
$
|
42.0
|
|
|
$
|
43.6
|
|
Water Management
|
|
6.5
|
|
|
12.5
|
|
|
8.5
|
|
|||
Consolidated
|
|
$
|
40.7
|
|
|
$
|
54.5
|
|
|
$
|
52.1
|
|
|
|
|
|
|
|
|
||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||
Total Assets
|
|
|
|
|
|
|
||||||
Process & Motion Control
|
|
$
|
2,598.8
|
|
|
$
|
2,671.4
|
|
|
$
|
2,412.7
|
|
Water Management
|
|
820.9
|
|
|
862.3
|
|
|
933.2
|
|
|||
Corporate
|
|
4.0
|
|
|
5.6
|
|
|
8.9
|
|
|||
Consolidated
|
|
$
|
3,423.7
|
|
|
$
|
3,539.3
|
|
|
$
|
3,354.8
|
|
|
Net Sales
|
|
Long-lived Assets
|
||||||||||||||||||||
|
Year Ended March 31, 2018
|
|
Year Ended March 31, 2017
|
|
Year Ended March 31, 2016
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||||||||
United States
|
$
|
1,392.8
|
|
|
$
|
1,320.3
|
|
|
$
|
1,306.9
|
|
|
$
|
264.7
|
|
|
$
|
267.2
|
|
|
$
|
276.0
|
|
Europe
|
381.6
|
|
|
332.6
|
|
|
370.8
|
|
|
127.9
|
|
|
72.2
|
|
|
80.5
|
|
||||||
Rest of World
|
291.6
|
|
|
265.3
|
|
|
246.1
|
|
|
63.8
|
|
|
61.5
|
|
|
40.7
|
|
||||||
|
$
|
2,066.0
|
|
|
$
|
1,918.2
|
|
|
$
|
1,923.8
|
|
|
$
|
456.4
|
|
|
$
|
400.9
|
|
|
$
|
397.2
|
|
|
|
Fiscal 2018
|
||||||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
Net sales
|
|
$
|
487.7
|
|
|
$
|
510.8
|
|
|
$
|
492.3
|
|
|
$
|
575.2
|
|
|
$
|
2,066.0
|
|
Gross profit
|
|
176.0
|
|
|
188.3
|
|
|
182.9
|
|
|
209.7
|
|
|
756.9
|
|
|||||
Net income (loss) attributable to Rexnord
|
|
26.5
|
|
|
29.8
|
|
|
81.6
|
|
|
(62.0
|
)
|
|
75.9
|
|
|||||
Dividends on preferred stock
|
|
(5.8
|
)
|
|
(5.8
|
)
|
|
(5.8
|
)
|
|
(5.8
|
)
|
|
(23.2
|
)
|
|||||
Net income (loss) attributable to Rexnord common stockholders
|
|
$
|
20.7
|
|
|
$
|
24.0
|
|
|
$
|
75.8
|
|
|
$
|
(67.8
|
)
|
|
$
|
52.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share attributable to Rexnord common stockholders
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.20
|
|
|
$
|
0.23
|
|
|
$
|
0.73
|
|
|
$
|
(0.65
|
)
|
|
$
|
0.51
|
|
Diluted
|
|
$
|
0.20
|
|
|
$
|
0.23
|
|
|
$
|
0.67
|
|
|
$
|
(0.65
|
)
|
|
$
|
0.50
|
|
|
|
Fiscal 2017
|
||||||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
Net sales
|
|
$
|
471.8
|
|
|
$
|
491.0
|
|
|
$
|
451.8
|
|
|
$
|
503.6
|
|
|
$
|
1,918.2
|
|
Gross profit
|
|
165.4
|
|
|
174.0
|
|
|
153.0
|
|
|
175.6
|
|
|
668.0
|
|
|||||
Net income attributable to Rexnord
|
|
18.9
|
|
|
24.6
|
|
|
3.2
|
|
|
27.4
|
|
|
74.1
|
|
|||||
Dividends on preferred stock
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
(5.8
|
)
|
|
(7.3
|
)
|
|||||
Net income attributable to Rexnord common stockholders
|
|
$
|
18.9
|
|
|
$
|
24.6
|
|
|
$
|
1.7
|
|
|
$
|
21.6
|
|
|
$
|
66.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per share attributable to Rexnord common stockholders
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.19
|
|
|
$
|
0.24
|
|
|
$
|
0.02
|
|
|
$
|
0.21
|
|
|
$
|
0.65
|
|
Diluted
|
|
$
|
0.18
|
|
|
$
|
0.24
|
|
|
$
|
0.02
|
|
|
$
|
0.21
|
|
|
$
|
0.64
|
|
|
|
Parent
|
|
Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40.9
|
|
|
$
|
176.7
|
|
|
$
|
—
|
|
|
$
|
217.6
|
|
Receivables, net
|
|
—
|
|
|
—
|
|
|
206.5
|
|
|
166.7
|
|
|
—
|
|
|
373.2
|
|
||||||
Inventories, net
|
|
—
|
|
|
|
|
201.1
|
|
|
143.7
|
|
|
—
|
|
|
344.8
|
|
|||||||
Income tax receivable
|
|
7.4
|
|
|
—
|
|
|
5.7
|
|
|
6.0
|
|
|
—
|
|
|
19.1
|
|
||||||
Other current assets
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|
30.8
|
|
|
—
|
|
|
43.0
|
|
||||||
Total current assets
|
|
7.4
|
|
|
—
|
|
|
466.4
|
|
|
523.9
|
|
|
—
|
|
|
997.7
|
|
||||||
Property, plant and equipment, net
|
|
—
|
|
|
—
|
|
|
253.9
|
|
|
202.5
|
|
|
—
|
|
|
456.4
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
443.1
|
|
|
134.4
|
|
|
—
|
|
|
577.5
|
|
||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
1,010.6
|
|
|
265.5
|
|
|
—
|
|
|
1,276.1
|
|
||||||
Investment in:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuer subsidiaries
|
|
1,177.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,177.5
|
)
|
|
—
|
|
||||||
Guarantor subsidiaries
|
|
—
|
|
|
3,053.3
|
|
|
—
|
|
|
—
|
|
|
(3,053.3
|
)
|
|
—
|
|
||||||
Non-guarantor subsidiaries
|
|
—
|
|
|
—
|
|
|
602.3
|
|
|
—
|
|
|
(602.3
|
)
|
|
—
|
|
||||||
Other assets
|
|
40.6
|
|
|
1.3
|
|
|
34.1
|
|
|
40.0
|
|
|
—
|
|
|
116.0
|
|
||||||
Total assets
|
|
$
|
1,225.5
|
|
|
$
|
3,054.6
|
|
|
$
|
2,810.4
|
|
|
$
|
1,166.3
|
|
|
$
|
(4,833.1
|
)
|
|
$
|
3,423.7
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of long-term debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
Trade payables
|
|
—
|
|
|
—
|
|
|
130.4
|
|
|
95.6
|
|
|
—
|
|
|
226.0
|
|
||||||
Compensation and benefits
|
|
—
|
|
|
—
|
|
|
42.0
|
|
|
28.0
|
|
|
—
|
|
|
70.0
|
|
||||||
Current portion of pension and postretirement benefit obligations
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
2.1
|
|
|
—
|
|
|
4.5
|
|
||||||
Other current liabilities
|
|
3.0
|
|
|
9.4
|
|
|
77.9
|
|
|
59.5
|
|
|
—
|
|
|
149.8
|
|
||||||
Total current liabilities
|
|
3.0
|
|
|
9.4
|
|
|
252.8
|
|
|
189.0
|
|
|
—
|
|
|
454.2
|
|
||||||
Long-term debt
|
|
—
|
|
|
1,285.8
|
|
|
55.8
|
|
|
10.5
|
|
|
—
|
|
|
1,352.1
|
|
||||||
Note (receivable from) payable to affiliates, net
|
|
9.4
|
|
|
581.2
|
|
|
(845.5
|
)
|
|
254.9
|
|
|
—
|
|
|
—
|
|
||||||
Pension and postretirement benefit obligations
|
|
—
|
|
|
—
|
|
|
114.7
|
|
|
54.5
|
|
|
—
|
|
|
169.2
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
0.7
|
|
|
117.1
|
|
|
38.8
|
|
|
—
|
|
|
156.6
|
|
||||||
Other liabilities
|
|
0.3
|
|
|
—
|
|
|
62.2
|
|
|
16.3
|
|
|
—
|
|
|
78.8
|
|
||||||
Total liabilities
|
|
12.7
|
|
|
1,877.1
|
|
|
(242.9
|
)
|
|
564.0
|
|
|
—
|
|
|
2,210.9
|
|
||||||
Total stockholders' equity
|
|
1,212.8
|
|
|
1,177.5
|
|
|
3,053.3
|
|
|
602.3
|
|
|
(4,833.1
|
)
|
|
1,212.8
|
|
||||||
Total liabilities and stockholders' equity
|
|
$
|
1,225.5
|
|
|
$
|
3,054.6
|
|
|
$
|
2,810.4
|
|
|
$
|
1,166.3
|
|
|
$
|
(4,833.1
|
)
|
|
$
|
3,423.7
|
|
|
|
Parent
|
|
Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
4.9
|
|
|
$
|
0.1
|
|
|
$
|
253.3
|
|
|
$
|
231.8
|
|
|
$
|
—
|
|
|
$
|
490.1
|
|
Receivables, net
|
|
—
|
|
|
—
|
|
|
191.3
|
|
|
131.6
|
|
|
—
|
|
|
322.9
|
|
||||||
Inventories, net
|
|
—
|
|
|
—
|
|
|
223.8
|
|
|
91.1
|
|
|
—
|
|
|
314.9
|
|
||||||
Income tax receivable
|
|
4.4
|
|
|
—
|
|
|
1.1
|
|
|
5.4
|
|
|
—
|
|
|
10.9
|
|
||||||
Other current assets
|
|
—
|
|
|
—
|
|
|
9.9
|
|
|
29.4
|
|
|
—
|
|
|
39.3
|
|
||||||
Total current assets
|
|
9.3
|
|
|
0.1
|
|
|
679.4
|
|
|
489.3
|
|
|
—
|
|
|
1,178.1
|
|
||||||
Property, plant and equipment, net
|
|
—
|
|
|
—
|
|
|
255.3
|
|
|
145.6
|
|
|
—
|
|
|
400.9
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
441.9
|
|
|
116.7
|
|
|
—
|
|
|
558.6
|
|
||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
996.8
|
|
|
321.4
|
|
|
—
|
|
|
1,318.2
|
|
||||||
Investment in:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuer subsidiaries
|
|
1,020.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,020.1
|
)
|
|
—
|
|
||||||
Guarantor subsidiaries
|
|
—
|
|
|
2,835.2
|
|
|
—
|
|
|
—
|
|
|
(2,835.2
|
)
|
|
—
|
|
||||||
Non-guarantor subsidiaries
|
|
—
|
|
|
—
|
|
|
602.2
|
|
|
—
|
|
|
(602.2
|
)
|
|
—
|
|
||||||
Other assets
|
|
22.6
|
|
|
1.8
|
|
|
46.8
|
|
|
12.3
|
|
|
—
|
|
|
83.5
|
|
||||||
Total assets
|
|
$
|
1,052.0
|
|
|
$
|
2,837.1
|
|
|
$
|
3,022.4
|
|
|
$
|
1,085.3
|
|
|
$
|
(4,457.5
|
)
|
|
$
|
3,539.3
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of long-term debt
|
|
$
|
—
|
|
|
$
|
16.1
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.5
|
|
Trade payables
|
|
—
|
|
|
—
|
|
|
120.3
|
|
|
77.5
|
|
|
—
|
|
|
197.8
|
|
||||||
Compensation and benefits
|
|
—
|
|
|
—
|
|
|
32.4
|
|
|
21.9
|
|
|
—
|
|
|
54.3
|
|
||||||
Current portion of pension and postretirement benefit obligations
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
1.9
|
|
|
—
|
|
|
4.3
|
|
||||||
Other current liabilities
|
|
—
|
|
|
5.7
|
|
|
76.4
|
|
|
45.3
|
|
|
—
|
|
|
127.4
|
|
||||||
Total current liabilities
|
|
—
|
|
|
21.8
|
|
|
231.9
|
|
|
146.6
|
|
|
—
|
|
|
400.3
|
|
||||||
Long-term debt
|
|
—
|
|
|
1,568.4
|
|
|
37.7
|
|
|
0.1
|
|
|
—
|
|
|
1,606.2
|
|
||||||
Note (receivable from) payable to affiliates, net
|
|
(18.7
|
)
|
|
215.5
|
|
|
(442.2
|
)
|
|
245.4
|
|
|
—
|
|
|
—
|
|
||||||
Pension and postretirement benefit obligations
|
|
—
|
|
|
—
|
|
|
124.6
|
|
|
49.8
|
|
|
—
|
|
|
174.4
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
1.0
|
|
|
175.7
|
|
|
32.1
|
|
|
—
|
|
|
208.8
|
|
||||||
Other liabilities
|
|
0.1
|
|
|
10.3
|
|
|
59.5
|
|
|
9.1
|
|
|
—
|
|
|
79.0
|
|
||||||
Total liabilities
|
|
(18.6
|
)
|
|
1,817.0
|
|
|
187.2
|
|
|
483.1
|
|
|
—
|
|
|
2,468.7
|
|
||||||
Total stockholders' equity
|
|
1,070.6
|
|
|
1,020.1
|
|
|
2,835.2
|
|
|
602.2
|
|
|
(4,457.5
|
)
|
|
1,070.6
|
|
||||||
Total liabilities and stockholders' equity
|
|
$
|
1,052.0
|
|
|
$
|
2,837.1
|
|
|
$
|
3,022.4
|
|
|
$
|
1,085.3
|
|
|
$
|
(4,457.5
|
)
|
|
$
|
3,539.3
|
|
|
Parent
|
|
Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,488.6
|
|
|
$
|
750.1
|
|
|
$
|
(172.7
|
)
|
|
$
|
2,066.0
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
936.5
|
|
|
545.3
|
|
|
(172.7
|
)
|
|
1,309.1
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
552.1
|
|
|
204.8
|
|
|
—
|
|
|
756.9
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
314.8
|
|
|
134.7
|
|
|
|
|
|
449.5
|
|
||||||
Restructuring and other similar charges
|
—
|
|
|
—
|
|
|
13.5
|
|
|
5.3
|
|
|
|
|
|
18.8
|
|
||||||
Actuarial gain on pension and postretirement benefit obligations
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
(1.5
|
)
|
|
|
|
|
(3.3
|
)
|
||||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
27.0
|
|
|
6.6
|
|
|
|
|
33.6
|
|
|||||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
24.0
|
|
|
87.2
|
|
|
—
|
|
|
111.2
|
|
||||||
Income (loss) from operations
|
—
|
|
|
—
|
|
|
174.6
|
|
|
(27.5
|
)
|
|
—
|
|
|
147.1
|
|
||||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
To third parties
|
—
|
|
|
(75.3
|
)
|
|
(0.4
|
)
|
|
0.1
|
|
|
—
|
|
|
(75.6
|
)
|
||||||
To affiliates
|
3.1
|
|
|
27.4
|
|
|
(13.2
|
)
|
|
(17.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
(11.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
||||||
Other (expense) income, net
|
—
|
|
|
(0.2
|
)
|
|
(9.1
|
)
|
|
6.2
|
|
|
—
|
|
|
(3.1
|
)
|
||||||
Income (loss) before income taxes from operations
|
3.1
|
|
|
(60.0
|
)
|
|
151.9
|
|
|
(38.5
|
)
|
|
—
|
|
|
56.5
|
|
||||||
(Benefit) provision for income taxes
|
—
|
|
|
(4.3
|
)
|
|
(37.8
|
)
|
|
22.6
|
|
|
—
|
|
|
(19.5
|
)
|
||||||
Income (loss) before equity in income of subsidiaries
|
3.1
|
|
|
(55.7
|
)
|
|
189.7
|
|
|
(61.1
|
)
|
|
—
|
|
|
76.0
|
|
||||||
Equity in earnings (loss) of subsidiaries
|
72.9
|
|
|
128.6
|
|
|
(61.1
|
)
|
|
—
|
|
|
(140.4
|
)
|
|
—
|
|
||||||
Net income (loss)
|
76.0
|
|
|
72.9
|
|
|
128.6
|
|
|
(61.1
|
)
|
|
(140.4
|
)
|
|
76.0
|
|
||||||
Non-controlling interest income
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Net income (loss) attributable to Rexnord
|
76.0
|
|
|
72.9
|
|
|
128.5
|
|
|
(61.1
|
)
|
|
(140.4
|
)
|
|
75.9
|
|
||||||
Dividends on preferred stock
|
(23.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23.2
|
)
|
||||||
Net income (loss) attributable to Rexnord common stockholders
|
52.8
|
|
|
72.9
|
|
|
128.5
|
|
|
(61.1
|
)
|
|
(140.4
|
)
|
|
52.7
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
$
|
76.0
|
|
|
$
|
88.9
|
|
|
$
|
131.4
|
|
|
$
|
(17.0
|
)
|
|
$
|
(140.4
|
)
|
|
$
|
138.9
|
|
|
Parent
|
|
Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,407.2
|
|
|
$
|
626.0
|
|
|
$
|
(115.0
|
)
|
|
$
|
1,918.2
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
918.5
|
|
|
446.7
|
|
|
(115.0
|
)
|
|
1,250.2
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
488.7
|
|
|
179.3
|
|
|
—
|
|
|
668.0
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
294.5
|
|
|
118.7
|
|
|
—
|
|
|
413.2
|
|
||||||
Restructuring and other similar charges
|
|
|
—
|
|
|
28.0
|
|
|
3.6
|
|
|
—
|
|
|
31.6
|
|
|||||||
Actuarial gain on pension and postretirement benefit obligations
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
(2.6
|
)
|
||||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
35.5
|
|
|
6.6
|
|
|
—
|
|
|
42.1
|
|
||||||
Income from operations
|
—
|
|
|
—
|
|
|
132.0
|
|
|
51.7
|
|
|
—
|
|
|
183.7
|
|
||||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
To third parties
|
—
|
|
|
(88.1
|
)
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(88.7
|
)
|
||||||
To affiliates
|
1.1
|
|
|
74.3
|
|
|
(53.4
|
)
|
|
(22.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
(7.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
||||||
Other expense, net
|
—
|
|
|
(0.3
|
)
|
|
(2.1
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
(5.2
|
)
|
||||||
Income (loss) before income taxes from operations
|
1.1
|
|
|
(21.9
|
)
|
|
76.0
|
|
|
26.8
|
|
|
—
|
|
|
82.0
|
|
||||||
Provision (benefit) for income taxes
|
—
|
|
|
0.1
|
|
|
(5.8
|
)
|
|
13.6
|
|
|
—
|
|
|
7.9
|
|
||||||
Net income (loss) before equity in loss of subsidiaries
|
1.1
|
|
|
(22.0
|
)
|
|
81.8
|
|
|
13.2
|
|
|
—
|
|
|
74.1
|
|
||||||
Equity in earnings of subsidiaries
|
73.0
|
|
|
95.0
|
|
|
13.2
|
|
|
—
|
|
|
(181.2
|
)
|
|
—
|
|
||||||
Net income from continuing operations
|
74.1
|
|
|
73.0
|
|
|
95.0
|
|
|
13.2
|
|
|
(181.2
|
)
|
|
74.1
|
|
||||||
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income
|
74.1
|
|
|
73.0
|
|
|
95.0
|
|
|
13.2
|
|
|
(181.2
|
)
|
|
74.1
|
|
||||||
Non-controlling interest income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income attributable to Rexnord
|
74.1
|
|
|
73.0
|
|
|
95.0
|
|
|
13.2
|
|
|
(181.2
|
)
|
|
74.1
|
|
||||||
Dividends on preferred stock
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
||||||
Net income attributable to Rexnord common stockholders
|
66.8
|
|
|
73.0
|
|
|
95.0
|
|
|
13.2
|
|
|
(181.2
|
)
|
|
66.8
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
$
|
74.1
|
|
|
$
|
77.5
|
|
|
$
|
86.0
|
|
|
$
|
19.7
|
|
|
$
|
(181.2
|
)
|
|
$
|
76.1
|
|
|
Parent
|
|
Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,398.3
|
|
|
$
|
631.5
|
|
|
$
|
(106.0
|
)
|
|
$
|
1,923.8
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
927.1
|
|
|
437.5
|
|
|
(106.0
|
)
|
|
1,258.6
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
471.2
|
|
|
194.0
|
|
|
—
|
|
|
665.2
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
272.2
|
|
|
113.5
|
|
|
—
|
|
|
385.7
|
|
||||||
Restructuring and other similar charges
|
—
|
|
|
—
|
|
|
24.6
|
|
|
10.3
|
|
|
—
|
|
|
34.9
|
|
||||||
Actuarial loss (gain) on pension and postretirement benefit obligations
|
—
|
|
|
—
|
|
|
13.1
|
|
|
(0.2
|
)
|
|
—
|
|
|
12.9
|
|
||||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
50.5
|
|
|
6.9
|
|
|
—
|
|
|
57.4
|
|
||||||
Income from operations
|
—
|
|
|
—
|
|
|
110.8
|
|
|
63.5
|
|
|
—
|
|
|
174.3
|
|
||||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest (expense) income, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
To third parties
|
—
|
|
|
(90.4
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(91.4
|
)
|
||||||
To affiliates
|
—
|
|
|
66.1
|
|
|
(49.5
|
)
|
|
(16.6
|
)
|
|
—
|
|
|
—
|
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other income (expense), net
|
—
|
|
|
—
|
|
|
3.7
|
|
|
(0.6
|
)
|
|
—
|
|
|
3.1
|
|
||||||
(Loss) income before income taxes from operations
|
—
|
|
|
(24.3
|
)
|
|
64.5
|
|
|
45.8
|
|
|
—
|
|
|
86.0
|
|
||||||
Provision for income taxes
|
—
|
|
|
—
|
|
|
0.7
|
|
|
16.4
|
|
|
—
|
|
|
17.1
|
|
||||||
Net (loss) income before equity in loss of subsidiaries
|
—
|
|
|
(24.3
|
)
|
|
63.8
|
|
|
29.4
|
|
|
—
|
|
|
68.9
|
|
||||||
Equity in earnings of subsidiaries
|
67.5
|
|
|
91.8
|
|
|
29.2
|
|
|
—
|
|
|
(188.5
|
)
|
|
—
|
|
||||||
Net income from continuing operations
|
67.5
|
|
|
67.5
|
|
|
93.0
|
|
|
29.4
|
|
|
(188.5
|
)
|
|
68.9
|
|
||||||
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(1.4
|
)
|
||||||
Net income
|
67.5
|
|
|
67.5
|
|
|
91.8
|
|
|
29.2
|
|
|
(188.5
|
)
|
|
67.5
|
|
||||||
Non-controlling interest loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||||
Net Income attributable to Rexnord
|
67.5
|
|
|
67.5
|
|
|
91.8
|
|
|
29.6
|
|
|
(188.5
|
)
|
|
67.9
|
|
||||||
Dividends on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income attributable to Rexnord common stockholders
|
67.5
|
|
|
67.5
|
|
|
91.8
|
|
|
29.6
|
|
|
(188.5
|
)
|
|
67.9
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
$
|
67.5
|
|
|
$
|
66.6
|
|
|
$
|
89.9
|
|
|
$
|
23.6
|
|
|
$
|
(188.5
|
)
|
|
$
|
58.7
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash provided by (used for) operating activities
|
|
$
|
12.3
|
|
|
$
|
313.4
|
|
|
$
|
(161.2
|
)
|
|
$
|
64.0
|
|
|
$
|
—
|
|
|
$
|
228.5
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenditures for property, plant and equipment
|
|
—
|
|
|
—
|
|
|
(28.4
|
)
|
|
(12.3
|
)
|
|
—
|
|
|
(40.7
|
)
|
||||||
Acquisitions, net of cash
|
|
—
|
|
|
—
|
|
|
(50.0
|
)
|
|
(123.6
|
)
|
|
—
|
|
|
(173.6
|
)
|
||||||
Proceeds from dispositions of property, plant and equipment
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|
0.2
|
|
|
—
|
|
|
5.5
|
|
||||||
Cash used for investing activities
|
|
—
|
|
|
—
|
|
|
(73.1
|
)
|
|
(135.7
|
)
|
|
—
|
|
|
(208.8
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings of long-term debt
|
|
—
|
|
|
1,324.0
|
|
|
205.8
|
|
|
—
|
|
|
—
|
|
|
1,529.8
|
|
||||||
Repayments of long-term debt
|
|
—
|
|
|
(1,602.2
|
)
|
|
(189.7
|
)
|
|
—
|
|
|
—
|
|
|
(1,791.9
|
)
|
||||||
Repayments of short-term debt
|
|
—
|
|
|
(24.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.3
|
)
|
||||||
Payment of debt issuance costs
|
|
—
|
|
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
||||||
Proceeds from exercise of stock options
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
||||||
Proceeds from financing lease obligation
|
|
—
|
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||||
Payments of dividend on preferred stock
|
|
(23.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23.2
|
)
|
||||||
Cash (used for) provided by financing activities
|
|
(17.2
|
)
|
|
(313.5
|
)
|
|
21.9
|
|
|
—
|
|
|
—
|
|
|
(308.8
|
)
|
||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.6
|
|
|
—
|
|
|
16.6
|
|
||||||
(Decrease) increase in cash, cash equivalents and restricted cash
|
|
(4.9
|
)
|
|
(0.1
|
)
|
|
(212.4
|
)
|
|
(55.1
|
)
|
|
—
|
|
|
(272.5
|
)
|
||||||
Cash, cash equivalents and restricted cash at beginning of period
|
|
4.9
|
|
|
0.1
|
|
|
253.3
|
|
|
231.8
|
|
|
—
|
|
|
490.1
|
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40.9
|
|
|
$
|
176.7
|
|
|
$
|
—
|
|
|
$
|
217.6
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used for) provided by operating activities
|
|
$
|
(397.5
|
)
|
|
$
|
308.8
|
|
|
$
|
215.7
|
|
|
$
|
68.1
|
|
|
$
|
—
|
|
|
$
|
195.1
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenditures for property, plant and equipment
|
|
—
|
|
|
—
|
|
|
(43.3
|
)
|
|
(11.2
|
)
|
|
—
|
|
|
(54.5
|
)
|
||||||
Acquisitions, net of cash
|
|
—
|
|
|
—
|
|
|
(213.4
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(213.7
|
)
|
||||||
Proceeds from dispositions of property, plant and equipment
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||||
Cash used for investing activities
|
|
—
|
|
|
—
|
|
|
(252.5
|
)
|
|
(11.5
|
)
|
|
—
|
|
|
(264.0
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings of long-term debt
|
|
—
|
|
|
1,590.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,590.3
|
|
||||||
Repayments of long-term debt
|
|
—
|
|
|
(1,885.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,885.8
|
)
|
||||||
Proceeds from borrowings of short-term debt
|
|
—
|
|
|
16.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.1
|
|
||||||
Repayments of short-term debt
|
|
—
|
|
|
(19.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.5
|
)
|
||||||
Payment of debt issuance costs
|
|
—
|
|
|
(11.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
||||||
Deferred acquisition payment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|
—
|
|
|
(5.7
|
)
|
||||||
Proceeds from issuance of preferred stock, net of direct offering costs
|
|
389.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
389.7
|
|
||||||
Payments of dividends on preferred stock
|
|
(4.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
||||||
Proceeds from exercise of stock options
|
|
11.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.0
|
|
||||||
Cash provided by (used for) financing activities
|
|
396.3
|
|
|
(310.7
|
)
|
|
—
|
|
|
(5.7
|
)
|
|
—
|
|
|
79.9
|
|
||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
(5.5
|
)
|
||||||
(Decrease) increase in cash, cash equivalents and restricted cash
|
|
(1.2
|
)
|
|
(1.9
|
)
|
|
(36.8
|
)
|
|
45.4
|
|
|
—
|
|
|
5.5
|
|
||||||
Cash, cash equivalents and restricted cash at beginning of period
|
|
6.1
|
|
|
2.0
|
|
|
290.1
|
|
|
186.4
|
|
|
—
|
|
|
484.6
|
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
4.9
|
|
|
$
|
0.1
|
|
|
$
|
253.3
|
|
|
$
|
231.8
|
|
|
$
|
—
|
|
|
$
|
490.1
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided (used for) by operating activities
|
|
$
|
32.7
|
|
|
$
|
26.9
|
|
|
$
|
101.9
|
|
|
$
|
57.5
|
|
|
$
|
—
|
|
|
$
|
219.0
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenditures for property, plant and equipment
|
|
—
|
|
|
—
|
|
|
(39.4
|
)
|
|
(12.7
|
)
|
|
—
|
|
|
(52.1
|
)
|
||||||
Acquisitions, net of cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||||
Proceeds from dispositions of property, plant and equipment
|
|
—
|
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||||
Cash used for investing activities
|
|
—
|
|
|
—
|
|
|
(33.6
|
)
|
|
(11.6
|
)
|
|
—
|
|
|
(45.2
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings of long-term debt
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||||
Repayments of long-term debt
|
|
—
|
|
|
(19.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.5
|
)
|
||||||
Repayments of short-term debt
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
||||||
Payment of debt issuance costs
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
||||||
Proceeds from exercise of stock options
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
||||||
Repurchase of Company common stock
|
|
(40.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.0
|
)
|
||||||
Excess tax benefit on exercise of stock options
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||||
Cash (used for) provided by financing activities
|
|
(34.9
|
)
|
|
(25.4
|
)
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
(56.3
|
)
|
||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
||||||
(Decrease) increase in cash, cash equivalents and restricted cash
|
|
(2.2
|
)
|
|
1.5
|
|
|
72.3
|
|
|
42.7
|
|
|
—
|
|
|
114.3
|
|
||||||
Cash, cash equivalents and restricted cash at beginning of period
|
|
8.3
|
|
|
0.5
|
|
|
217.8
|
|
|
143.7
|
|
|
—
|
|
|
370.3
|
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
6.1
|
|
|
$
|
2.0
|
|
|
$
|
290.1
|
|
|
$
|
186.4
|
|
|
$
|
—
|
|
|
$
|
484.6
|
|
Plan category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights (2)
|
|
Number of securities
remaining available
for future issuance under
equity compensation
plans (excluding
securities reflected
in first column)
|
||
Equity compensation plans approved by security holders (1)
|
|
8,939,130
|
|
$19.50
|
|
3,894,196
|
||
Equity compensation plans not approved by security holders
|
|
None
|
|
None
|
|
None
|
||
Total
|
|
8,939,130
|
|
$19.50
|
|
3,894,196
|
(1)
|
Represents options, PSUs and RSUs granted under the Performance Incentive Plan or 2006 Stock Option Plan. No further options may be granted under the 2006 Stock Option Plan.
|
(2)
|
The average exercise price excludes PSUs and RSUs.
|
|
|
|
Additions
|
|
|
|
|
||||||||||||||||
Description
|
Balance at
Beginning
of Year
|
|
Charged to
Costs and
Expenses
|
|
Acquired
Obligations
|
|
Charged
to Other
Accounts
|
|
Deductions
(1)
|
|
Balance at
End of
Year
|
||||||||||||
Fiscal Year 2016:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Valuation allowance for trade and notes receivable
|
$
|
16.8
|
|
|
$
|
(6.8
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
8.9
|
|
Valuation allowance for income taxes
|
25.0
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
27.2
|
|
||||||
Fiscal Year 2017:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Valuation allowance for trade and notes receivable
|
8.9
|
|
|
0.7
|
|
|
2.0
|
|
|
—
|
|
|
(1.0
|
)
|
|
10.6
|
|
||||||
Valuation allowance for income taxes
|
27.2
|
|
|
4.0
|
|
|
0.2
|
|
|
—
|
|
|
(3.7
|
)
|
|
27.7
|
|
||||||
Fiscal Year 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Valuation allowance for trade and notes receivable
|
10.6
|
|
|
4.7
|
|
|
0.6
|
|
|
0.2
|
|
|
(3.4
|
)
|
|
12.7
|
|
||||||
Valuation allowance for income taxes
|
27.7
|
|
|
9.8
|
|
|
—
|
|
|
7.9
|
|
|
(5.0
|
)
|
|
40.4
|
|
(1)
|
Uncollectible amounts, dispositions charged against the accrual and utilization of net operating losses.
|
REXNORD CORPORATION
|
||
|
|
|
By:
|
|
/s/ Todd A. Adams
|
Name:
|
|
Todd A. Adams
|
Title:
|
|
President and Chief Executive Officer
|
Date:
|
|
May 14, 2018
|
/s/ Todd A. Adams
|
|
President, Chief Executive Officer
|
|
May 14, 2018
|
Todd A. Adams
|
|
(Principal Executive Officer) and Director
|
|
|
|
|
|
||
/s/ Mark W. Peterson
|
|
Senior Vice President and Chief Financial Officer
|
|
May 14, 2018
|
Mark W. Peterson
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
||
/s/ Paul W. Jones
|
|
Director
|
|
May 14, 2018
|
Paul W. Jones
|
|
|
|
|
|
|
|
|
|
/s/ Mark S. Bartlett
|
|
Director
|
|
May 14, 2018
|
Mark S. Bartlett
|
|
|
|
|
|
|
|
|
|
/s/ Thomas D. Christopoul
|
|
Director
|
|
May 14, 2018
|
Thomas D. Christopoul
|
|
|
|
|
|
|
|
|
|
/s/ Theodore D. Crandall
|
|
Director
|
|
May 14, 2018
|
Theodore D. Crandall
|
|
|
|
|
|
|
|
|
|
/s/ David C. Longren
|
|
Director
|
|
May 14, 2018
|
David C. Longren
|
|
|
|
|
|
|
|
|
|
/s/ George C. Moore
|
|
Director
|
|
May 14, 2018
|
George C. Moore
|
|
|
|
|
|
|
|
|
|
/s/ John M. Stropki
|
|
Director
|
|
May 14, 2018
|
John M. Stropki
|
|
|
|
|
|
|
|
|
|
/s/ John S. Stroup
|
|
Director
|
|
May 14, 2018
|
John S. Stroup
|
|
|
|
|
|
|
|
|
|
/s/ Robin A. Walker-Lee
|
|
Director
|
|
May 14, 2018
|
Robin A. Walker-Lee
|
|
|
|
|
Exhibit
|
|
Description
|
|
Incorporated Herein by Reference to
|
|
Filed Herewith
|
|
|
|
|
|
|
|
2.1
|
|
|
Exhibit 99.2 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on May 19, 2005+
|
|
|
|
|
|
|
|
|
|
|
3.1(a)
|
|
|
Exhibit 3.1 to the Company's Form 8-K dated April 3, 2012
|
|
|
|
|
|
|
|
|
|
|
3.1(b)
|
|
|
Exhibit 3.1 to the Company's Form 8-K dated December 1, 2016
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
Exhibit 3.1 to the Company's Form 8-K dated January 5, 2017
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
Exhibit 3.1 to the Company's Form 8-K dated December 1, 2016
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
|
Exhibit A to Exhibit 3.1 to the Company’s Form 8-K dated December 1, 2016
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
|
Exhibit 4.2 to the Company's Form 8-K dated December 1, 2016
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
|
Exhibit A to Exhibit 4.2 to the Company’s Form 8-K dated December 1, 2016
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
|
Exhibit 4.1 to the Company’s Form 8-K dated December 7, 2017
|
|
|
|
4.6
|
|
|
Exhibit 4.2 to the Company’s Form 8-K dated December 7, 2017
|
|
|
|
4.7
|
|
|
Exhibit 4.3 to the Company’s Form 8-K dated December 7, 2017
|
|
|
|
10.1(a)
|
|
|
Exhibit 10.6 to the Form 10-K filed by RBS Global, Inc./Rexnord LLC for the fiscal year ended March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
10.1(b)
|
|
|
Exhibit 10.10 to the Form 8-K/A filed by RBS Global, Inc./Rexnord LLC on July 27, 2006
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
|
Exhibit 10.4 to the Company’s Form 8-K dated May 18, 2016 (filed on May 24, 2016)
|
|
|
|
|
|
|
|
|
|
|
10.3(a)
|
|
|
Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on June 10, 2016
|
|
|
|
|
|
|
|
|
|
|
10.3(b)
|
|
|
Exhibit 10.32 to the Company's Registration Statement on Form S-1, SEC File No. 333-174504
|
|
|
|
|
|
|
|
|
|
|
10.3(c)
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
10.3(d)
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
10.3(e)
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
10.3(f)
|
|
|
Exhibit 10.4 to the Company's Form 10-Q for the quarter ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
10.3(g)
|
|
|
Exhibit 10.2 to the Company's Form 10-Q for the quarter ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
10.3(h)
|
|
|
Exhibit 10.6 to the Company’s 10-Q for the quarter ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
10.3(i)
|
|
|
Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
10.3(j)
|
|
|
Exhibit 10.3(f) to the Company’s Form 10-K for the fiscal year ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
10.3(k)
|
|
|
Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
10.4 (a)
|
|
|
Exhibit 10.1 to the Company's Form 10-Q for the quarter ended September 29, 2012
|
|
|
|
|
|
|
|
|
|
|
10.4(b)
|
|
|
Exhibit 10.1 to the Company’s Form 8-K dated August 6, 2015
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
|
Exhibit 10.3 to the Company’s Form 8-K dated May 18, 2016 (filed on May 24, 2016)
|
|
|
|
|
|
|
|
|
|
|
10.6
|
|
|
Exhibit 10.6 to the Company’s Form 10-K for the fiscal year ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
|
Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
10.9
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
10.1
|
|
|
Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
|
Exhibit 10.3 to the Company's Form 10-Q for the quarter ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
10.12(a)
|
|
|
Exhibit 10.1 to the Company’s Form 8-K dated August 21, 2013
|
|
|
|
|
|
|
|
|
|
|
10.12(b)
|
|
|
Exhibit 10.1 to the Company’s Form 8-K dated November 2, 2016
|
|
|
|
|
|
|
|
|
|
|
10.12(c)
|
|
|
Exhibit 10.1 to the Company’s Form 8-K dated December 16, 2016
|
|
|
|
|
|
|
|
|
|
|
10.12(d)
|
|
|
Exhibit 10.1 to the Company’s Form 8-K dated December 7, 2017
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
|
Exhibit 10.2 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on March 16, 2012
|
|
|
|
|
|
|
|
|
|
|
10.14(a)
|
|
|
Exhibit 10.1 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on October 1, 2007
|
|
|
|
|
|
|
|
|
|
|
10.14(b)
|
|
|
Exhibit 10.2 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on May 23, 2011
|
|
|
|
|
|
|
|
|
|
|
10.14(c)
|
|
|
Exhibit 10.3 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on May 23, 2011
|
|
|
|
|
|
|
|
|
|
|
10.14(d)
|
|
|
Exhibit 10.1 to the Company’s Form 8-K dated December 30, 2015
|
|
|
|
|
|
|
|
|
|
|
10.15(a)
|
|
|
Exhibit 10.1 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on May 23, 2011
|
|
|
|
|
|
|
|
|
|
|
10.15(b)
|
|
|
See Exhibit 10.14(d) above
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
|
Exhibit 1.1 to the Company's Form 8-K dated December 1, 2016
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
|
Exhibit 1.1 to the Company’s Form 8-K dated November 30, 2017
|
|
|
|
|
|
|
|
|
|
|
12.1
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
21.1
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
24
|
|
|
Signatures page hereto
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
X
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
X
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
X
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
X
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
X
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
X
|
*
|
Denotes management plan or compensatory plan or arrangement.
|
+
|
The Company agrees to furnish supplementally a copy of the schedules omitted from this exhibit to the Commission upon request.
|
EXHIBIT 12.1
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rexnord Corporation and Subsidiaries
|
||||||||||||||||||||
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
|
||||||||||||||||||||
($'s in Millions)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
The following table presents the ratio of earnings to fixed charges for us and our consolidated subsidiaries for each of the periods indicated. We compute the ratio of earnings to fixed charges by dividing earnings by fixed charges. For purposes of this computation, fixed charges consist of interest expense, amortization of debt discount and financing costs, the estimated interest portion of rental expense and preferred stock dividends. We estimate the interest portion of rental expense to be approximately 33%. Earnings are defined as consolidated income from continuing operations before income taxes, plus fixed charges less pretax non-controlling interests in consolidated subsidiaries with no fixed charges.
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Fiscal year ended March 31,
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Earnings available for fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income from continuing operations attributable to controlling interests
|
|
$
|
56.5
|
|
|
$
|
82.0
|
|
|
$
|
86.0
|
|
|
$
|
108.6
|
|
|
$
|
15.0
|
|
Less: Pre-tax non-controlling interest (income) loss in consolidated subsidiaries with no fixed charges
|
|
(0.2
|
)
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.9
|
|
|||||
Fixed charges
|
|
106.0
|
|
|
102.9
|
|
|
97.5
|
|
|
94.4
|
|
|
114.8
|
|
|||||
Total earnings available for fixed charges
|
|
$
|
162.3
|
|
|
$
|
184.9
|
|
|
$
|
184.1
|
|
|
$
|
203.0
|
|
|
$
|
130.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed and capitalized (1)
|
|
$
|
75.5
|
|
|
$
|
88.7
|
|
|
$
|
91.4
|
|
|
$
|
87.9
|
|
|
$
|
109.1
|
|
Interest (representative of rental expense) (2)
|
|
7.2
|
|
|
6.9
|
|
|
6.1
|
|
|
6.5
|
|
|
5.7
|
|
|||||
Preferred stock dividends
|
|
23.2
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total fixed charges
|
|
$
|
105.9
|
|
|
$
|
102.9
|
|
|
$
|
97.5
|
|
|
$
|
94.4
|
|
|
$
|
114.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
1.5
|
|
|
1.8
|
|
|
1.9
|
|
|
2.2
|
|
|
1.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) Includes amortized premiums, discounts and capitalized expenses related to indebtedness.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(2) An estimate of the interest within rental expense (total rent expense x 33%).
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Place of Incorporation
|
Cambridge International, Inc.
|
|
Delaware
|
Chase Acquisition I, Inc.
|
|
Delaware
|
VAG USA, LLC (f/k/a GA Industries, LLC)
|
|
Delaware
|
GA Industries Holdings, LLC
|
|
Delaware
|
Merit Gear LLC
|
|
Delaware
|
RBS Global, Inc
|
|
Delaware
|
Rexnord LLC
|
|
Delaware
|
The Falk Service Corporation
|
|
Delaware
|
Precision Gear LLC
|
|
Delaware
|
PT Components, Inc.
|
|
Delaware
|
RBS Acquisition Corporation
|
|
Delaware
|
RBS China Holdings, L.L.C.
|
|
Delaware
|
Rexnord Funding, LLC
|
|
Delaware
|
Rexnord Industries, LLC
|
|
Delaware
|
Rexnord International Inc.
|
|
Delaware
|
Rexnord-Zurn Holdings, Inc.
|
|
Delaware
|
OEI, Inc.
|
|
Delaware
|
OEP, Inc.
|
|
Delaware
|
Krikles, Inc.
|
|
Delaware
|
World Dryer Corporation
|
|
Delaware
|
World Dyer China, LLC
|
|
Delaware
|
Zurco, Inc.
|
|
Delaware
|
Zurn International, Inc.
|
|
Delaware
|
Zurn Industries, LLC
|
|
Delaware
|
Zurn PEX, Inc.
|
|
Delaware
|
American Dryer, LLC
|
|
Illinois
|
CENTA Corp. IL
|
|
Illinois
|
Prager Incorporated
|
|
Louisiana
|
Latitude 23 Sul, LLC
|
|
Maryland
|
Fontaine USA Inc.
|
|
New Hampshire
|
Cline Acquisition Corp.
|
|
North Carolina
|
Green Turtle Americas, LTD
|
|
North Carolina
|
InsureRXN, Inc.
|
|
Vermont
|
Autogard Asia Pacific Pty
|
|
Australia
|
CENTA Transmissions Pty Ltd. (70%)
|
|
Australia
|
Falk Australia Pty Ltd.
|
|
Australia
|
Zurn Australia Pty Ltd.
|
|
Australia
|
Rexnord Australia Pty Ltd.
|
|
Australia
|
VAG Armaturen At GmbH
|
|
Austria
|
Rexnord NV
|
|
Belgium
|
Cambridge do Brasil Industria e Comercio Ltda
|
|
Brazil
|
Rexnord Brasil Sistemas de Transmissao e Movimentacao Ltda
|
|
Brazil
|
Rexnord do Brasil Industrial Ltda
|
|
Brazil
|
Filamat Composites Inc.
|
|
Canada
|
Rexnord Canada Ltd.
|
|
Canada
|
Zurn Industries Limited
|
|
Canada
|
Zurn Asia Holdings Ltd.
|
|
Cayman Islands
|
Rexnord Chile Commercial Limitada
|
|
Chile
|
VAG Armaturen Chile Limitada
|
|
Chile
|
CENTA MP Shanghai Co. Ltd.(47.5%)
|
|
China
|
Changzhou Rexnord Transmission Co. Ltd.
|
|
China
|
Falk Shanghai Co., Ltd.
|
|
China
|
Rexnord Conveyor Products (Wuxi) Co. Ltd.
|
|
China
|
Rexnord Industries Enterprise Management (Shanghai) Co. Ltd.
|
|
China
|
Rexnord Power Transmission Products (Taicing) Co. Ltd.
|
|
China
|
VAG Water Systems (Taicang) Co., Ltd.
|
|
China
|
Jihomoravska Armaturka spol. S.r.O.
|
|
Czech Republic
|
CENTA Transmissioner A/S
|
|
Denmark
|
Rexnord France Holdings SAS
|
|
France
|
VAG Valves France SARL
|
|
France
|
eEKO GmbH (50%)
|
|
Germany
|
Centa-Antriebe Kirschey GmbH
|
|
Germany
|
Rexnord GmbH
|
|
Germany
|
Rexnord Germany PT GmbH
|
|
Germany
|
Rexnord Kette GmbH
|
|
Germany
|
Rexnord M.C.C. Deutschland Kette GmbH
|
|
Germany
|
VAG GmbH
|
|
Germany
|
VAG Holding GmbH
|
|
Germany
|
CENTA MP Co. Ltd. (47.5%)
|
|
Hong Kong
|
Rexnord Hong Kong Holdings Ltd.
|
|
Hong Kong
|
Euroflex Transmissions (India) Private Ltd.
|
|
India
|
VAG-Valves India (Private) Limited
|
|
India
|
CENTA Transmissioni S.r.l.
|
|
Italy
|
Rexnord FlatTop Europe Srl
|
|
Italy
|
Rexnord Tollok Srl
|
|
Italy
|
VAG Valvole Italia Srl
|
|
Italy
|
VAG-Valves Malaysia Sdn.Bhd.
|
|
Malaysia
|
Cambridge Internacional S.A. de C.V.
|
|
Mexico
|
Cambridge Engineered Solutions, S.A. de C.V.
|
|
Mexico
|
Valvulas VAG de Mexico, S.A. de C.V.
|
|
Mexico
|
Mecánica Falk S.A. de C.V.
|
|
Mexico
|
Rexnord Monterrey S. de R.L. de C.V.
|
|
Mexico
|
Rexnord Finance BV
|
|
Netherlands
|
Rexnord FlatTop Europe BV
|
|
Netherlands
|
Rexnord FlatTop Holdings B.V.
|
|
Netherlands
|
Rexnord I.H. B.V.
|
|
Netherlands
|
Rexnord Dutch One C.V.
|
|
Netherlands
|
Rexnord Dutch Two C.V.
|
|
Netherlands
|
CENTA transmisjoner a.s.
|
|
Norway
|
3299461 Nova Scotia ULC
|
|
Nova Scotia
|
VAG Armatura Polska Sp.Z.O.O.
|
|
Poland
|
OOO VAG Armaturen RUS
|
|
Russia
|
CENTA Transm. Far East Pte Ltd. (70%)
|
|
Singapore
|
Rexnord Asia Pacific Pte. Ltd.
|
|
Singapore
|
Klamflex Pipe Couplings (Pty) Ltd
|
|
South Africa
|
Rexnord South Africa Pty
|
|
South Africa
|
Samal Investment (Pty) Ltd
|
|
South Africa
|
VAG Valves South Africa Pty
|
|
South Africa
|
CENTA Transmission AB
|
|
Sweden
|
Homestad AB
|
|
Sweden
|
Rexnord Middle East FZE
|
|
UAE
|
Autogard Holdings Limited
|
|
UK
|
British Autogard Limited
|
|
UK
|
CENTA Transmissions Ltd.
|
|
UK
|
Fiert Holdings Limited
|
|
UK
|
Fontaine Holdings Limited
|
|
UK
|
Fontaine UK Ltd.
|
|
UK
|
Micro Precision Gear Technology Limited
|
|
UK
|
Rexnord Industries (UK) Limited
|
|
UK
|
VAG Valves UK Limited
|
|
UK
|
Falk de Venezuela, SA
|
|
Venezuela
|
1.
|
I have reviewed this annual report on Form 10-K of Rexnord Corporation;
|
2.
|
Based on my knowledge, this annual 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 annual report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;
|
4.
|
The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants 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 registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual 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 registrants' 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 registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter (the registrants' fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
|
5.
|
The registrants' other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of registrants' 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 registrants' 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 registrants' internal control over financial reporting.
|
|
|
By:
|
/s/ TODD A. ADAMS
|
Name:
|
Todd A. Adams
|
Title:
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Rexnord Corporation;
|
2.
|
Based on my knowledge, this annual 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 annual report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;
|
4.
|
The registrants' other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants 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 registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual 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 registrants' 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 registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter (the registrants' fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
|
5.
|
The registrants' other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of registrants' 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 registrants' 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 registrants' internal control over financial reporting.
|
|
|
By:
|
/s/ MARK W. PETERSON
|
Name:
|
Mark W. Peterson
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
|
By:
|
/s/ TODD A. ADAMS
|
Name:
|
Todd A. Adams
|
Title:
|
President and Chief Executive Officer
|
|
|
By:
|
/s/ MARK W. PETERSON
|
Name:
|
Mark W. Peterson
|
Title:
|
Senior Vice President and Chief Financial Officer
|