United Kingdom
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98-1203539
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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Chancery House, 190 Waterside Road, Hamilton Industrial Park Leicester
(Address of principal executive offices)
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LE51QZ
(Zip Code)
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44-116-276-8636
(Registrant’s telephone number
including area code)
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Title of each class
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Name of Exchange on Which Registered
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Ordinary Shares, 10 pence par value
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New York Stock Exchange
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Large Accelerated Filer
x
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Accelerated Filer
o
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Non-Accelerated Filer
o
(Do not check if a smaller reporting company)
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Smaller Reporting Company
o
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Page
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Part I
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Part II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Part III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Part IV
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Item 15
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ITEM 1.
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BUSINESS
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•
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Steam, vaporized hydrogen peroxide and ethylene oxide (“EO”) sterilizers, as well as liquid chemical sterilant processing systems, that allow Customers to meet rigorous standards and regulations and assist in the safe and effective re-use of medical equipment and devices.
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•
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Automated washer/disinfector systems that clean and disinfect a wide range of items from rolling instrument carts and other large healthcare equipment to small surgical instruments.
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•
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General and specialty surgical tables, surgical and examination lights, equipment management systems, operating room storage cabinets, warming cabinets, scrub sinks, and other complementary products and accessories for use in hospitals and other ambulatory surgery sites.
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•
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Gastrointestinal devices and accessories for a variety of GI procedure areas including bleed management and procedure irrigation, foreign body retrieval, polypectomy, and tissue acquisition.
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•
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Connectivity solutions such as OR integration, OR and sterile processing department ("SPD") workflow, patient tracking and instrument management that allow for high quality transfer of information and images throughout the hospital and between hospitals throughout the world.
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•
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Cleaning chemistries and sterility assurance products used in instrument cleaning and decontamination systems.
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•
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Cleansing products, including hard surface disinfectants, skin care and hand hygiene solutions, for use by caregivers and patients throughout healthcare institutions.
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•
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Comprehensive instrument and endoscope repair and maintenance solutions (on site or at one of our dedicated repair facilities).
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•
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On site and off site reprocessing of surgical instruments as well as custom process improvement consulting.
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•
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Linen management services including outsourced linen rental, reprocessing and managed supply chain solutions for healthcare Customers.
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•
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Formulated cleaning chemistries that are used to prevent biological and chemical contamination and to monitor sterilization and decontamination processes, including products used to clean components used in manufacturing, decontaminate systems, and disinfect or sterilize hard surfaces.
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•
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Vaporized Hydrogen Peroxide (“VHP”
®
) generators used to decontaminate many high value spaces, from small isolators to large pharmaceutical processing and laboratory animal rooms.
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•
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High-purity water equipment, which generates water for injection and pure steam.
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•
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Steam sterilizers used in the manufacture of pharmaceuticals and biopharmaceuticals as well as sterilizers for equipment and instruments used in research studies, mitigating the risk of contamination.
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•
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Washer/disinfectors that decontaminate various large and small components in pharmaceutical and industrial manufacturing processes and in research labs, such as glassware, vessels, equipment parts, drums, hoses, and animal cages.
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Name
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Age
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Position
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Kathleen L. Bardwell
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60
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Senior Vice President and Chief Compliance Officer
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Daniel A. Carestio
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43
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Senior Vice President, STERIS Applied Sterilization Technologies and Life Sciences
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Dr. Adrian Coward
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46
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Senior Vice President, Healthcare Specialty Services
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Suzanne V. Forsythe
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62
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Vice President, Human Resources
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Gulam A. Khan
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49
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Senior Vice President, Procedural Solutions
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Sudhir K. Pahwa
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63
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Senior Vice President, Infection Prevention Technologies
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Walter M Rosebrough, Jr.
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62
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President and Chief Executive Officer
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Michael J. Tokich
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47
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Senior Vice President, Chief Financial Officer and Treasurer
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J. Adam Zangerle
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49
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Vice President, General Counsel, and Secretary
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ITEM 1A.
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RISK FACTORS
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•
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explosions, fires, earthquakes, inclement weather, and other disasters;
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•
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utility or other mechanical failures;
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•
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unscheduled downtime;
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•
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labor difficulties;
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•
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inability to obtain or maintain any required licenses or permits;
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•
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disruption of communications;
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•
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data security, preservation and redundancy disruptions;
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•
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inability to hire or retain key management or employees;
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•
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disruption of supply or distribution; and
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•
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regulation of the safety, security or other aspects of our operations.
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•
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risks associated with foreign currency exchange rate fluctuations;
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•
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difficulties in enforcing agreements and collecting receivables through some foreign legal systems;
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•
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enhanced credit risks in certain European countries as well as emerging market regions;
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•
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foreign Customers with longer payment cycles than Customers in the United States;
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•
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tax rates in certain countries that exceed those in the United States, and earnings subject to withholding tax requirements;
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•
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tax laws that restrict our ability to use tax credits, offset gains, or repatriate funds;
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•
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tariffs, exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country;
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•
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general economic and political conditions in countries where we operate or where end users of our products are situated, including the impact of the U.K. voting to leave the European Union in its proposed “Brexit” referendum on June 23, 2016;
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•
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difficulties associated with managing a large organization spread throughout various countries;
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•
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difficulties in enforcing intellectual property rights or weaker intellectual property right protections in some countries; and
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•
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difficulties associated with compliance with a variety of laws and regulations governing international trade, including the U.S. Foreign Corrupt Practices Act.
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•
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redesign, re-label, restrict, or recall products;
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•
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cease manufacturing and selling products;
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•
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seizure of product inventory;
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•
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comply with a court injunction restricting or prohibiting further marketing and sale of products or services;
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•
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comply with a consent decree, which could result in further regulatory constraints;
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•
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dedication of significant internal and external resources and costs to respond to and comply with legal and regulatory issues and constraints;
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•
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respond to claims, litigation, and other proceedings brought by Customers, users, governmental agencies, and others;
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•
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disruption of product improvements and product launches;
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•
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discontinuation of certain product lines or services; or
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•
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other restrictions or limitations on product sales, use or operation, or other activities or business practices.
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•
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delays in realizing or failure to realize anticipated benefits of the transactions;
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•
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diversion of management’s time and attention from other business concerns;
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•
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difficulties in retaining key employees, Customers, or suppliers of the acquired or divested businesses;
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•
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difficulties in maintaining uniform standards, controls, procedures and policies, or other integration or divestiture difficulties;
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•
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adverse effects on existing business relationships with suppliers or Customers;
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•
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other events contributing to difficulties in generating future cash flows;
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•
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risks associated with the assumption of contingent or other liabilities of acquisition targets or retention of liabilities for divested businesses; and
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•
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difficulties in obtaining financing.
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•
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the diversion of management’s attention to integration matters;
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•
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difficulties in achieving anticipated cost savings, business opportunities and growth prospects from combining the business of Synergy with that of Old STERIS;
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•
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difficulties in the integration of operations and systems; and
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•
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difficulties in managing the expanded operations of a larger and more complex company.
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•
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unforeseen changes in tax legislation.
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United Kingdom (U.K.) United States (U.S.) Locations (including Puerto Rico) and International Locations (INTL)
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||||||
Location
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U.K/U.S./INTL*
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Use
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Owned/Leased
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Utrecht, Netherlands
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INTL
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Laboratory Services
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Leased
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Voorburg, Netherlands
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INTL
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Operations
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Leased
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Zutphen, Netherlands
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INTL
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Operations
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Leased
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Zwolle, Netherlands
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INTL
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Operations
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Leased
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Moscow, Russia
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INTL
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Sales Office
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Leased
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Singapore (2 locations)
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INTL
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Sales Office, Warehousing
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Leased
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Madrid, Spain
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INTL
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Sales Office
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Leased
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 5.
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MARKET FOR REGISTRANT’S ORDINARY EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Quarters Ended
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March 31
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December 31
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September 30
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June 30
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||||||||
Fiscal 2016
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||||||||
High
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$
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75.10
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$
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78.77
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$
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69.76
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$
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71.39
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Low
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61.38
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63.19
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60.75
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62.09
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||||
Fiscal 2015
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||||||||
High
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$
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70.65
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$
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68.04
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$
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57.72
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$
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55.36
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Low
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62.56
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52.29
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49.78
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47.24
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(a)
Total Number of
Shares Purchased
|
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(b)
Average Price Paid
Per Share
|
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(c)
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans (2)
|
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(d)
Maximum Dollar Value of
Shares that May Yet Be
Purchased Under the
Plans at Period End (dollars in thousands)
|
||||||
January 1-31
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—
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$
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—
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—
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$
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—
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February 1-28
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—
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—
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—
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—
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March 1-31
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—
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—
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—
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—
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Total
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|
—
|
|
(1)
|
$
|
—
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(1)
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—
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|
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$
|
—
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(1)
|
Does not include 23 shares purchased during the quarter at an average price of $69.06 per share by the STERIS Corporation 401(k) Plan on behalf of certain executive officers of the Company who may be deemed to be affiliated purchasers.
|
|
Years Ended March 31,
|
||||||||||||||||||
(in thousands, except per share data)
|
2016 (1)
|
|
2015 (1)
|
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2014(1)
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2013(2)
|
|
2012(2)
|
||||||||||
Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
2,238,764
|
|
|
$
|
1,850,263
|
|
|
$
|
1,622,252
|
|
|
$
|
1,501,902
|
|
|
$
|
1,406,810
|
|
Gross profit
|
895,481
|
|
|
774,301
|
|
|
649,622
|
|
|
621,263
|
|
|
568,465
|
|
|||||
Restructuring expenses
|
(820
|
)
|
|
(391
|
)
|
|
13,204
|
|
|
(565
|
)
|
|
644
|
|
|||||
Income from continuing operations
|
212,927
|
|
|
227,211
|
|
|
206,807
|
|
|
242,829
|
|
|
222,316
|
|
|||||
Income taxes
|
60,299
|
|
|
73,756
|
|
|
58,934
|
|
|
67,121
|
|
|
74,993
|
|
|||||
Net income attributable to shareholders
|
$
|
111,585
|
|
|
$
|
135,064
|
|
|
$
|
129,442
|
|
|
$
|
159,977
|
|
|
$
|
136,115
|
|
Basic income per ordinary share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1.57
|
|
|
$
|
2.27
|
|
|
$
|
2.20
|
|
|
$
|
2.74
|
|
|
$
|
2.33
|
|
Shares used in computing net income per ordinary share – basic
|
70,698
|
|
|
59,413
|
|
|
58,966
|
|
|
58,305
|
|
|
58,367
|
|
|||||
Diluted income per ordinary share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1.56
|
|
|
$
|
2.25
|
|
|
$
|
2.17
|
|
|
$
|
2.72
|
|
|
$
|
2.31
|
|
Shares used in computing net income per ordinary share – diluted
|
71,184
|
|
|
60,045
|
|
|
59,745
|
|
|
58,884
|
|
|
58,963
|
|
|||||
Dividends per ordinary share
|
$
|
0.98
|
|
|
$
|
0.90
|
|
|
$
|
0.82
|
|
|
$
|
0.74
|
|
|
$
|
0.66
|
|
Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
571,919
|
|
|
$
|
437,101
|
|
|
$
|
420,239
|
|
|
$
|
395,103
|
|
|
$
|
373,488
|
|
Total assets
|
5,346,416
|
|
|
2,097,291
|
|
|
1,887,162
|
|
|
1,761,109
|
|
|
1,405,696
|
|
|||||
Long-term indebtedness
|
1,567,796
|
|
|
621,075
|
|
|
493,480
|
|
|
492,290
|
|
|
210,000
|
|
|||||
Total liabilities
|
2,307,524
|
|
|
1,023,645
|
|
|
845,916
|
|
|
814,129
|
|
|
583,032
|
|
|||||
Total shareholders’ equity
|
$
|
3,023,034
|
|
|
$
|
1,071,632
|
|
|
$
|
1,038,705
|
|
|
$
|
944,942
|
|
|
$
|
821,401
|
|
(1)
|
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
|
(2)
|
Presented amounts include the impact of the SYSTEM 1 Rebate Program and the SYSTEM 1 class action settlement.
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ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
what factors affect our business;
|
•
|
what our earnings and costs were;
|
•
|
why those earnings and costs were different from the year before;
|
•
|
where our earnings came from;
|
•
|
how this affects our overall financial condition;
|
•
|
what our expenditures for capital projects were; and
|
•
|
where cash will come from to fund future debt principal repayments, growth outside of core operations, repurchase ordinary shares, pay cash dividends and fund future working capital needs.
|
•
|
Backlog
– We define backlog as the amount of unfilled capital equipment purchase orders at a point in time. We use this figure as a measure to assist in the projection of short-term financial results and inventory requirements.
|
•
|
Debt-to-total capital
– We define debt-to-total capital as total debt divided by the sum of total debt and shareholders’ equity. We use this figure as a financial liquidity measure to gauge our ability to borrow and fund growth.
|
•
|
Net debt-to-total capital
– We define net debt-to-total capital as total debt less cash (“net debt”) divided by the sum of net debt and shareholders’ equity. We also use this figure as a financial liquidity measure to gauge our ability to borrow and fund growth.
|
•
|
Days sales outstanding (“DSO”)
– We define DSO as the average collection period for accounts receivable. It is calculated as net accounts receivable divided by the trailing four quarters’ revenues, multiplied by 365 days. We use this figure to help gauge the quality of accounts receivable and expected time to collect.
|
•
|
Revenues
– Our revenues are presented net of sales returns and allowances.
|
•
|
Product Revenues
– We define product revenues as revenues generated from sales of consumable and capital equipment products.
|
•
|
Service Revenues
– We define service revenues as revenues generated from parts and labor associated with the maintenance, repair, and installation of our capital equipment. Service revenues also include hospital sterilization services, instrument and scope repairs, and linen management as well as revenues generated from contract sterilization and laboratory services offered through our Applied Sterilization Technologies segment.
|
•
|
Capital Revenues
– We define capital revenues as revenues generated from sales of capital equipment, which includes steam sterilizers, low temperature liquid chemical sterilant processing systems, including SYSTEM 1 and 1E, washing systems, VHP
®
technology, water stills, and pure steam generators; surgical lights and tables; and integrated OR.
|
•
|
Consumable Revenues
– We define consumable revenues as revenues generated from sales of the consumable family of products, which includes SYSTEM 1 and 1E consumables, V-Pro consumables, gastrointestinal endoscopy accessories, sterility assurance products, skin care products, cleaning consumables, and surgical instruments.
|
•
|
Recurring Revenues
– We define recurring revenues as revenues generated from sales of consumable products and service revenues.
|
|
Years Ended March 31,
|
||||||||||
(dollars in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash flows provided by operating activities
|
$
|
254,675
|
|
|
$
|
246,040
|
|
|
$
|
209,631
|
|
Purchases of property, plant, equipment and intangibles, net
|
(126,407
|
)
|
|
(85,255
|
)
|
|
(86,367
|
)
|
|||
Proceeds from the sale of property, plant, equipment and intangibles
|
844
|
|
|
829
|
|
|
4,774
|
|
|||
Free cash flow
|
$
|
129,112
|
|
|
$
|
161,614
|
|
|
$
|
128,038
|
|
|
Years Ended March 31,
|
|
|
|
Percent
|
|||||||||
(dollars in thousands)
|
2016
|
|
2015
|
|
Change
|
|
Change
|
|||||||
Total revenues
|
$
|
2,238,764
|
|
|
$
|
1,850,263
|
|
|
$
|
388,501
|
|
|
21.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Revenues by type:
|
|
|
|
|
|
|
|
|||||||
Capital equipment revenues
|
613,904
|
|
|
597,809
|
|
|
16,095
|
|
|
2.7
|
%
|
|||
Consumable revenues
|
516,142
|
|
|
449,996
|
|
|
66,146
|
|
|
14.7
|
%
|
|||
Service revenues
|
1,108,718
|
|
|
802,458
|
|
|
306,260
|
|
|
38.2
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Revenues by geography:
|
|
|
|
|
|
|
|
|||||||
United Kingdom revenues
|
144,577
|
|
|
51,889
|
|
|
92,688
|
|
|
178.6
|
%
|
|||
United States revenues
|
1,662,050
|
|
|
1,449,223
|
|
|
212,827
|
|
|
14.7
|
%
|
|||
Other foreign revenues
|
432,137
|
|
|
349,151
|
|
|
82,986
|
|
|
23.8
|
%
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
2016
|
|
2015
|
|
||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Product
|
$
|
511,885
|
|
|
$
|
463,595
|
|
|
$
|
48,290
|
|
|
10.4
|
%
|
Service
|
383,596
|
|
|
310,706
|
|
|
72,890
|
|
|
23.5
|
%
|
|||
Total gross profit
|
$
|
895,481
|
|
|
$
|
774,301
|
|
|
$
|
121,180
|
|
|
15.7
|
%
|
Gross profit percentage:
|
|
|
|
|
|
|
|
|||||||
Product
|
45.3
|
%
|
|
44.2
|
%
|
|
|
|
|
|||||
Service
|
34.6
|
%
|
|
38.7
|
%
|
|
|
|
|
|||||
Total gross profit percentage
|
40.0
|
%
|
|
41.8
|
%
|
|
|
|
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
Selling, general, and administrative
|
|
$
|
626,710
|
|
|
$
|
493,342
|
|
|
$
|
133,368
|
|
|
27.0
|
%
|
Research and development
|
|
56,664
|
|
|
54,139
|
|
|
2,525
|
|
|
4.7
|
%
|
|||
Restructuring expenses
|
|
(820
|
)
|
|
(391
|
)
|
|
(429
|
)
|
|
NM
|
|
|||
Total operating expenses
|
|
$
|
682,554
|
|
|
$
|
547,090
|
|
|
$
|
135,464
|
|
|
24.8
|
%
|
|
|
Years Ended March 31,
|
|
|
||||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
Change
|
||||||
Non-operating expenses, net:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
$
|
42,708
|
|
|
$
|
19,187
|
|
|
$
|
23,521
|
|
Interest income and miscellaneous expense
|
|
(1,665
|
)
|
|
(796
|
)
|
|
(869
|
)
|
|||
Non-operating expenses, net
|
|
$
|
41,043
|
|
|
$
|
18,391
|
|
|
$
|
22,652
|
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
||||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
|||||||||
Income tax expense
|
|
$
|
60,299
|
|
|
$
|
73,756
|
|
|
$
|
(13,457
|
)
|
|
(18.2)%
|
Effective income tax rate
|
|
35.1
|
%
|
|
35.3
|
%
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Percent
|
|||||||
Years Ended March 31,
|
2016
|
|
2015
|
|
Change
|
Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|||||||
Healthcare Products
|
$
|
1,207,158
|
|
|
$
|
1,143,336
|
|
|
$
|
63,822
|
|
5.6
|
%
|
Healthcare Specialty Services
|
422,860
|
|
|
248,538
|
|
|
174,322
|
|
70.1
|
%
|
|||
Life Sciences
|
295,970
|
|
|
250,845
|
|
|
45,125
|
|
18.0
|
%
|
|||
Applied Sterilization Technologies
|
310,120
|
|
|
205,675
|
|
|
104,445
|
|
50.8
|
%
|
|||
Total reportable segments
|
2,236,108
|
|
|
1,848,394
|
|
|
387,714
|
|
21.0
|
%
|
|||
Corporate and other
|
2,656
|
|
|
1,869
|
|
|
787
|
|
nm
|
|
|||
Total revenues
|
$
|
2,238,764
|
|
|
$
|
1,850,263
|
|
|
$
|
388,501
|
|
21.0
|
%
|
Segment operating income (loss):
|
|
|
|
|
|
|
|||||||
Healthcare Products
|
181,295
|
|
|
166,515
|
|
|
14,780
|
|
8.9
|
%
|
|||
Healthcare Specialty Services
|
24,165
|
|
|
16,629
|
|
|
7,536
|
|
45.3
|
%
|
|||
Life Sciences
|
85,466
|
|
|
56,072
|
|
|
29,394
|
|
52.4
|
%
|
|||
Applied Sterilization Technologies
|
99,224
|
|
|
59,458
|
|
|
39,766
|
|
66.9
|
%
|
|||
Total reportable segments
|
390,150
|
|
|
298,674
|
|
|
91,476
|
|
30.6
|
%
|
|||
Corporate and other
|
(11,488
|
)
|
|
(7,542
|
)
|
|
(3,946
|
)
|
nm
|
|
|||
Total segment operating income
|
$
|
378,662
|
|
|
$
|
291,132
|
|
|
$
|
87,530
|
|
30.1
|
%
|
Less: Adjustments
|
|
|
|
|
|
|
|||||||
Amortization of inventory and property "step up" to fair value
(1)
|
$
|
9,907
|
|
|
$
|
1,330
|
|
|
|
|
|
||
Amortization and impairment of acquired intangible assets
(1)
|
47,704
|
|
|
28,317
|
|
|
|
|
|
||||
Acquisition related transaction and integration costs
(2)
|
82,891
|
|
|
32,762
|
|
|
|
|
|
||||
Loss (gain) on fair value adjustment of acquisition related contingent consideration
|
(736
|
)
|
|
2,271
|
|
|
|
|
|
||||
Settlement of pension obligation
(3)
|
26,470
|
|
|
—
|
|
|
|
|
|
||||
Restructuring charges
(4)
|
(501
|
)
|
|
(759
|
)
|
|
|
|
|
||||
Total operating income
|
$
|
212,927
|
|
|
$
|
227,211
|
|
|
|
|
|
|
Years Ended March 31,
|
|
|
|
Percent
|
|||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
Change
|
|
Change
|
|||||||
Total revenues
|
$
|
1,850,263
|
|
|
$
|
1,622,252
|
|
|
$
|
228,011
|
|
|
14.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Revenues by type:
|
|
|
|
|
|
|
|
|||||||
Capital equipment revenues
|
597,809
|
|
|
603,579
|
|
|
(5,770
|
)
|
|
(1.0
|
)%
|
|||
Consumable revenues
|
449,996
|
|
|
407,883
|
|
|
42,113
|
|
|
10.3
|
%
|
|||
Service revenues
|
802,458
|
|
|
610,790
|
|
|
191,668
|
|
|
31.4
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Revenues by geography:
|
|
|
|
|
|
|
|
|||||||
United Kingdom revenues
|
51,889
|
|
|
27,677
|
|
|
24,212
|
|
|
87.5
|
%
|
|||
United States revenues
|
1,449,223
|
|
|
1,244,730
|
|
|
204,493
|
|
|
16.4
|
%
|
|||
Other foreign revenues
|
349,151
|
|
|
349,845
|
|
|
(694
|
)
|
|
(0.2
|
)%
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Product
|
$
|
463,595
|
|
|
$
|
425,286
|
|
|
$
|
38,309
|
|
|
9.0
|
%
|
Service
|
310,706
|
|
|
224,336
|
|
|
86,370
|
|
|
38.5
|
%
|
|||
Total gross profit
|
$
|
774,301
|
|
|
$
|
649,622
|
|
|
$
|
124,679
|
|
|
19.2
|
%
|
Gross profit percentage:
|
|
|
|
|
|
|
|
|||||||
Product
|
44.2
|
%
|
|
42.0
|
%
|
|
|
|
|
|||||
Service
|
38.7
|
%
|
|
36.7
|
%
|
|
|
|
|
|||||
Total gross profit percentage
|
41.8
|
%
|
|
40.0
|
%
|
|
|
|
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
Selling, general, and administrative
|
|
$
|
493,342
|
|
|
$
|
380,970
|
|
|
$
|
112,372
|
|
|
29.5
|
%
|
Research and development
|
|
54,139
|
|
|
48,641
|
|
|
5,498
|
|
|
11.3
|
%
|
|||
Restructuring expenses
|
|
(391
|
)
|
|
13,204
|
|
|
(13,595
|
)
|
|
NM
|
|
|||
Total operating expenses
|
|
$
|
547,090
|
|
|
$
|
442,815
|
|
|
$
|
104,275
|
|
|
23.5
|
%
|
|
|
Years Ended March 31,
|
|
|
||||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
|
Change
|
||||||
Non-operating expenses, net:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
$
|
19,187
|
|
|
$
|
18,770
|
|
|
$
|
417
|
|
Interest income and miscellaneous expense
|
|
(796
|
)
|
|
(339
|
)
|
|
(457
|
)
|
|||
Non-operating expenses, net
|
|
$
|
18,391
|
|
|
$
|
18,431
|
|
|
$
|
(40
|
)
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
||||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
|
|||||||||
Income tax expense
|
|
$
|
73,756
|
|
|
$
|
58,934
|
|
|
$
|
14,822
|
|
|
25.2%
|
Effective income tax rate
|
|
35.3
|
%
|
|
31.3
|
%
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Percent
|
|||||||
Years Ended March 31,
|
|
2015
|
|
2014
|
Change
|
Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|||||||
Healthcare Products
|
|
$
|
1,143,336
|
|
|
$
|
1,092,584
|
|
$
|
50,752
|
|
4.6
|
%
|
Healthcare Specialty Services
|
|
248,538
|
|
|
87,467
|
|
161,071
|
|
184.2
|
%
|
|||
Life Sciences
|
|
250,845
|
|
|
246,122
|
|
4,723
|
|
1.9
|
%
|
|||
Applied Sterilization Technologies
|
|
205,675
|
|
|
194,183
|
|
11,492
|
|
5.9
|
%
|
|||
Total reportable segments
|
|
1,848,394
|
|
|
1,620,356
|
|
228,038
|
|
14.1
|
%
|
|||
Corporate and other
|
|
1,869
|
|
|
1,896
|
|
(27
|
)
|
nm
|
|
|||
Total revenues
|
|
$
|
1,850,263
|
|
|
$
|
1,622,252
|
|
$
|
228,011
|
|
14.1
|
%
|
Segment operating income (loss):
|
|
|
|
|
|
|
|||||||
Healthcare Products
|
|
166,515
|
|
|
147,455
|
|
19,060
|
|
12.9
|
%
|
|||
Healthcare Specialty Services
|
|
16,629
|
|
|
2,387
|
|
14,242
|
|
596.6
|
%
|
|||
Life Sciences
|
|
56,072
|
|
|
50,772
|
|
5,300
|
|
10.4
|
%
|
|||
Applied Sterilization Technologies
|
|
59,458
|
|
|
57,598
|
|
1,860
|
|
3.2
|
%
|
|||
Total reportable segments
|
|
298,674
|
|
|
258,212
|
|
40,462
|
|
15.7
|
%
|
|||
Corporate and other
|
|
(7,542
|
)
|
|
(8,142
|
)
|
600
|
|
nm
|
|
|||
Total segment operating income
|
|
$
|
291,132
|
|
|
$
|
250,070
|
|
$
|
41,062
|
|
16.4
|
%
|
Less: Adjustments
|
|
|
|
|
|
|
|||||||
Amortization of inventory and property "step up" to fair value
(1)
|
|
$
|
1,330
|
|
|
$
|
620
|
|
|
|
|||
Amortization and impairment of acquired intangible assets
(1)
|
|
28,317
|
|
|
17,013
|
|
|
|
|||||
Acquisition related transaction and integration costs
(2)
|
|
32,762
|
|
|
3,585
|
|
|
|
|||||
Loss (gain) on fair value adjustment of acquisition related contingent consideration
|
|
2,271
|
|
|
697
|
|
|
|
|||||
Settlement of pension obligation
(3)
|
|
—
|
|
|
—
|
|
|
|
|||||
Restructuring charges
(4)
|
|
(759
|
)
|
|
21,348
|
|
|
|
|||||
Total operating income
|
|
$
|
227,211
|
|
|
$
|
206,807
|
|
|
|
|
|
Years Ended March 31,
|
||||||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
|
$
|
254,675
|
|
|
$
|
246,040
|
|
|
$
|
209,631
|
|
Net cash used in investing activities
|
|
$
|
(729,584
|
)
|
|
$
|
(283,769
|
)
|
|
$
|
(148,652
|
)
|
Net cash provided by (used in) in financing activities
|
|
$
|
560,289
|
|
|
$
|
69,750
|
|
|
$
|
(54,206
|
)
|
Debt-to-total capital ratio
|
|
34.2
|
%
|
|
36.7
|
%
|
|
32.2
|
%
|
|||
Free cash flow
|
|
$
|
129,112
|
|
|
$
|
161,614
|
|
|
$
|
128,038
|
|
•
|
Net cash provided by operating activities increased
3.5%
in fiscal 2016 compared to fiscal 2015. Net cash provided by operating activities was negatively impacted by expenses related to the Combination with Synergy and other acquisitions. In addition, the amount paid in fiscal 2016 in connection with our annual compensation program was higher than the amount paid in fiscal 2015 and a pension contribution was made in connection with the settlement of a legacy pension obligation.
|
•
|
Net cash provided by operating activities increased 17.4% in fiscal 2015 compared to fiscal 2014. The increase in net cash provided by operating activities in fiscal 2015 was primarily due to increased net income and working capital improvements.
|
•
|
Purchases of property, plant, equipment, and intangibles, net
– Capital expenditures totaled
$126.4 million
during fiscal
2016
,
$85.3 million
during fiscal
2015
and
$86.4 million
during fiscal
2014
. The fiscal 2016 period includes five months of capital expenditures related to the operations acquired in the Combination with Synergy.
|
•
|
Proceeds from the sale of property, plant, equipment, and intangibles
– Proceeds from fiscal 2016 and 2015 proceeds relate to minor disposals. During the third quarter of fiscal 2014 we sold our former Pieterlen, Switzerland manufacturing facility in conjunction with our 2010 Restructuring Plan. Total proceeds and net loss on the sale were $4.7 million and $0.8 million, respectively.
|
•
|
Purchases of investments
– During the third quarter of fiscal 2015, we invested $4.7 million in common stock of Servizi Italia, S.p.A., a leading provider of integrated linen washing and outsourced sterile processing services to hospital Customers.
|
•
|
Investments in business, net of cash acquired
– During fiscal 2016, 2015 and 2014, we used $604.0 million, $194.7 million and $67.1 million, respectively for acquisitions. For more information on these acquisitions refer to note 3 to our consolidated financial statements titled, "Business Acquisitions".
|
•
|
Proceeds from the issuance of long-term obligations
– On May 15, 2015, we issued $350.0 million of senior notes in a private placement, which are long-term obligations. We provide additional information about our debt structure in note 7 to
|
•
|
Payments on long term obligations-
During the third quarter of fiscal 2016, we repaid $20.0 million of senior notes issued in December 2003, $2.0 million of senior notes issued in February 2013 and $2.0 million of senior notes issued in December 2012. We also repaid $63.6 million of term debt assumed in the Combination with Synergy. During the fourth quarter of fiscal 2016 we repaid $5.0 million of our term loan facility. During the second quarter of fiscal 2014, we repaid $30.0 million for the senior notes issued in August 2008, which matured in August 2013. During the third quarter of fiscal 2014 we repaid $40.0 million for the senior notes issued in December 2003, which matured in December 2013.
|
•
|
Proceeds under credit facilities, net
– At the end of fiscal
2016
,
$905.2 million
of debt was outstanding under our credit facilities.
|
•
|
Repurchases of shares
– During fiscal
2016
, we obtained shares in connection with our stock-based compensation award programs in the amount
$14.4 million
. During fiscal 2015, we obtained shares in connection with our stock-based compensation award programs in the amount $30.7 million. During fiscal
2014
, we paid for the repurchase of 565,887 shares at an average purchase price of $43.63 and obtained shares in connection with our stock-based compensation award programs in the amount of $0.8 million. We provide additional information about our share repurchases in note 14 to our consolidated financial statements titled, “Repurchases of Ordinary Shares.”
|
•
|
Deferred financing fees and debt issuance costs-
We paid $5.2 million and $14.4 million in fiscal 2016 and 2015, respectively, for financing fees and debt issuance costs related to our Credit Agreement, Private Placement debt, and former Bridge Credit Agreement. For more information on our debt refer to note 7 to our consolidated financial statements titled, "Debt".
|
•
|
Cash dividends paid to ordinary shareholders
– During fiscal
2016
, we paid cash dividends totaling
$65.2 million
or
$0.98
per outstanding share. During fiscal
2015
, we paid cash dividends totaling $53.5 million or $0.90 per outstanding share. During fiscal
2014
, we paid cash dividends totaling $48.4 million, or $0.82 per outstanding share.
|
•
|
Stock option and other equity transactions, net
– We receive cash for issuing shares under our various employee stock option programs. During fiscal
2016
, fiscal
2015
and fiscal
2014
, we received cash proceeds totaling $11.2 million $28.3 million, and $14.2 million, respectively, under these programs. In fiscal 2014, we also issued $1.5 million of STERIS restricted stock in conjunction with the LSI acquisition.
|
•
|
Excess tax benefit from share-based compensation
– For the years ended March 31,
2016
,
2015
and
2014
, our income taxes were reduced by
$6.3 million
,
$11.5 million
, and
$2.8 million
, respectively, as a result of deductions allowed for stock options exercised and restricted share vestings. The increase in fiscal 2015 was primarily due to an increase in both the quantity and value of restricted shares vesting and stock options exercised.
|
(dollars in thousands)
|
Maximum
Amounts
Available
|
|
Reductions in
Available Credit
Facility for Other
Financial Instruments
|
|
March 31, 2016 Amounts
Outstanding
|
|
March 31, 2016 Amounts
Available
|
||||||||
Sources of Credit
|
|
|
|
|
|
|
|
||||||||
Private placement
|
$
|
666,000
|
|
|
$
|
—
|
|
|
666,000
|
|
|
—
|
|
||
Credit Agreement (1)
|
1,245,000
|
|
|
—
|
|
|
905,216
|
|
|
339,784
|
|
||||
Total Sources of Credit
|
$
|
1,911,000
|
|
|
$
|
—
|
|
|
$
|
1,571,216
|
|
|
$
|
339,784
|
|
(1)
|
Our $500.0 million revolving credit facility contains a sub-limit that reduces the maximum amount available to us for borrowings by letters of credit outstanding.
|
•
|
In order to fund the acquisition of Synergy, including the cash payments made in respect of Synergy shares, the repayment of Synergy debt and certain transaction expenses, on November 2, 2015, STERIS plc borrowed (under its Credit Agreement as herein-after defined) (i)
$132.0 million
,
£49.0 million
, and
€127.8 million
under the revolving credit facility and (ii)
$400.0 million
under the term loan facility. Borrowings bear interest, at our option, based upon either the Base Rate or the Eurocurrency Rate, plus the Applicable Margin in effect from time to time under the Credit Agreement. The Applicable Margin is determined based on the ratio of Consolidated Total Debt to Consolidated EBITDA. Interest on Base Rate Advances is payable quarterly in arrears and interest on Eurocurrency Rate Advances is payable at the end of the relevant interest period therefor, but in no event less frequently than every three months.
|
•
|
On May 15, 2015, Old STERIS issued
$350.0 million
of senior notes, in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933. Of the
$350.0 million
in senior notes,
$125.0 million
have a maturity of
10
years from the issue date at an annual interest rate of
3.45%
,
$125.0 million
have a maturity of
12
years from the issue date at an annual interest rate of
3.55%
and
$100.0 million
have a maturity of
15
years from the issue date at an annual interest rate of
3.70%
. These borrowings will be used for repayment of credit facility debt and for other corporate purposes. The agreement governing these notes contains leverage and interest coverage covenants.
|
•
|
On March 31, 2015, Old STERIS and STERIS entered into a Credit Agreement (the "Credit Agreement") with various financial institutions as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent. The Credit Agreement replaced the Company’s Third Amended and Restated Credit Agreement dated April 13, 2012 with KeyBank National Association, as Administrative Agent, and the other lenders party thereto, as amended, and the Company’s Swing Line Facility (Committed Line of Credit) with PNC Bank, National Association, which agreements were terminated and all outstanding borrowings thereunder were repaid on March 31, 2015. The Credit Agreement currently provides
$1,245.0 million
of credit, in the form of a
$850.0 million
revolver facility, which may be utilized for revolving credit borrowings, swing line borrowings and letters of credit, with sublimits for swing line borrowings and letters of credit. The Credit Agreement also contains a
$400.0 million
term loan facility. The revolver and term loan facilities may be increased in specified circumstances by up to
$500.0 million
. Term loans are repayable quarterly pursuant to a specified amortization schedule, with principal payments increasing from
1.25%
to
2.50%
over the term, and with a balloon payment for the remaining unpaid balance at maturity. As of
March 31, 2016
, a total
$905.2 million
of indebtedness was outstanding under the Credit Agreement. The Credit Agreement will mature on March 31, 2020, and all unpaid borrowings, together with accrued and unpaid interest thereon, are repayable on that date. The Credit Agreement contains leverage and interest coverage covenants.
|
•
|
In February 2013, Old STERIS issued
$100.0 million
of senior notes, of which
$98.0 million
currently remain outstanding, in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933. Of the
$98.0 million
of outstanding notes,
$45.5 million
have a maturity of
nine
years and
10
months from issuance and have a current annual interest rate of
3.70%
, an additional
$40.0 million
have a maturity of
11
years and
10
months from issuance and have a current annual interest rate of
3.85%
, and the remaining
$12.5 million
have a maturity of
14
years and
10
months and have a current annual interest rate of
4.05%
. These borrowings were used primarily for the repayment of then existing credit facility debt. The agreements governing these notes and the notes were amended and restated in their entirety on March 31, 2015. The amended and restated agreements, which have been consolidated into a single agreement, contain leverage and interest coverage covenants.
|
•
|
In December 2012, Old STERIS issued
$100.0 million
of senior notes, of which
$98.0 million
currently remain outstanding, in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933. Of the
$98.0 million
of outstanding notes,
$45.5 million
have a maturity of
10
years from issuance and have a current annual interest rate of
3.70%
, an additional
$40.0 million
have a maturity of
12
years from issuance and have a current annual interest rate of
3.85%
, and the remaining
$12.5 million
have a maturity of
15
years from issuance and have a current annual interest rate of
4.05%
. These borrowings were used primarily for the repayment of then existing credit facility debt. The agreements governing these notes and the notes were amended and restated in their entirety on March 31, 2015. The amended and restated agreements, which have been consolidated into a single agreement, contain leverage and interest coverage covenants.
|
•
|
On August 15, 2008, Old STERIS issued
$150.0 million
of senior notes, of which
$120.0 million
currently remain outstanding, in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933. Of the outstanding notes
$85.0 million
have a maturity of
10
years from issuance and have a current annual interest rate of
6.83%
, and the remaining
$35.0 million
have a maturity of
12
years from issuance and have a current annual interest rate of
6.93%
. The agreements governing these notes and the notes were amended and restated in their entirety on March 31, 2015. The amended and restated agreements, which have been consolidated into a single agreement, contain leverage and interest coverage covenants.
|
|
Payments due by March 31,
|
|
|
||||||||||||||||||||
(in thousands)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and
thereafter
|
|
Total
|
||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,000
|
|
|
$
|
905,216
|
|
|
$
|
581,000
|
|
|
$
|
1,571,216
|
|
Operating leases
|
29,098
|
|
|
23,853
|
|
|
18,402
|
|
|
10,456
|
|
|
53,103
|
|
|
134,912
|
|
||||||
Purchase obligations
|
39,006
|
|
|
16,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,756
|
|
||||||
Benefit payments under defined benefit plans
|
3,567
|
|
|
3,942
|
|
|
4,571
|
|
|
3,976
|
|
|
30,988
|
|
|
47,044
|
|
||||||
Trust assets available for benefit payments under defined benefit plans
|
(3,567
|
)
|
|
(3,942
|
)
|
|
(4,571
|
)
|
|
(3,976
|
)
|
|
(30,988
|
)
|
|
(47,044
|
)
|
||||||
Benefit payments under other post-retirement welfare benefit plans
|
2,463
|
|
|
2,207
|
|
|
1,911
|
|
|
1,709
|
|
|
7,578
|
|
|
15,868
|
|
||||||
Total Contractual Obligations
|
$
|
70,567
|
|
|
$
|
42,810
|
|
|
$
|
105,313
|
|
|
$
|
917,381
|
|
|
$
|
641,681
|
|
|
$
|
1,777,752
|
|
|
Amount of Commitment Expiring March 31,
|
|
|
||||||||||||||||||||
(in thousands)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and
thereafter
|
|
Totals
|
||||||||||||
Commercial Commitments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Performance and surety bonds
|
$
|
44,232
|
|
|
$
|
3,723
|
|
|
$
|
228
|
|
|
$
|
51
|
|
|
$
|
1,365
|
|
|
$
|
49,599
|
|
Letters of credit as security for self-insured risk retention policies
|
7,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,050
|
|
||||||
Total Commercial Commitments
|
$
|
51,282
|
|
|
$
|
3,723
|
|
|
$
|
228
|
|
|
$
|
51
|
|
|
$
|
1,365
|
|
|
$
|
56,649
|
|
|
Shiloh Group
|
Synergy Health PLC
|
Vernon Carus Limited
|
Isotron BV
|
Synergy Health Daniken AG
|
Synergy Health Radeberg
|
Synergy Health Allershausen
|
|
U.S. Post-
Retirement Welfare Benefit Plan
|
||||||||
Funding Status
|
Funded
|
Funded
|
Funded
|
Funded
|
Funded
|
Funded
|
Funded
|
|
Unfunded
|
||||||||
Assumptions used to determine March 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligations:
|
|
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
3.50
|
%
|
3.50
|
%
|
3.50
|
%
|
1.60
|
%
|
0.40
|
%
|
1.60
|
%
|
1.60
|
%
|
|
3.25
|
%
|
Assumptions used to determine fiscal 2016
|
|
|
|
|
|
|
|
|
|
||||||||
Net periodic benefit costs:
|
|
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
3.80
|
%
|
3.80
|
%
|
3.80
|
%
|
2.10
|
%
|
0.40
|
%
|
1.60
|
%
|
1.60
|
%
|
|
3.25
|
%
|
Expected return on plan assets
|
5.14
|
%
|
6.17
|
%
|
4.77
|
%
|
2.10
|
%
|
1.40
|
%
|
n/a
|
|
n/a
|
|
|
n/a
|
|
|
100 Basis Point
|
||||||
(dollars in thousands)
|
Increase
|
|
Decrease
|
||||
Effect on total service and interest cost components
|
$
|
1
|
|
|
$
|
(1
|
)
|
Effect on postretirement benefit obligation
|
44
|
|
|
(42
|
)
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
Page
|
|
||
|
Consolidated Financial Statements:
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
Financial Statement Schedule:
|
|
|
March 31,
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
248,841
|
|
|
$
|
167,689
|
|
Accounts receivable (net of allowances of $11,185 and $9,415, respectively)
|
|
471,523
|
|
|
325,289
|
|
||
Inventories, net
|
|
192,792
|
|
|
160,818
|
|
||
Deferred income taxes, net
|
|
—
|
|
|
31,629
|
|
||
Prepaid expenses and other current assets
|
|
59,369
|
|
|
35,007
|
|
||
Total current assets
|
|
972,525
|
|
|
720,432
|
|
||
Property, plant, and equipment, net
|
|
1,064,319
|
|
|
493,053
|
|
||
Goodwill and intangibles, net
|
|
3,279,942
|
|
|
860,645
|
|
||
Other assets
|
|
29,630
|
|
|
23,161
|
|
||
Total assets
|
|
$
|
5,346,416
|
|
|
$
|
2,097,291
|
|
Liabilities and equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
139,572
|
|
|
$
|
99,340
|
|
Accrued income taxes
|
|
13,683
|
|
|
7,154
|
|
||
Accrued payroll and other related liabilities
|
|
93,976
|
|
|
74,805
|
|
||
Accrued expenses and other
|
|
153,375
|
|
|
102,032
|
|
||
Total current liabilities
|
|
400,606
|
|
|
283,331
|
|
||
Long-term indebtedness
|
|
1,567,796
|
|
|
621,075
|
|
||
Deferred income taxes, net
|
|
254,824
|
|
|
71,905
|
|
||
Other liabilities
|
|
84,298
|
|
|
47,334
|
|
||
Total liabilities
|
|
$
|
2,307,524
|
|
|
$
|
1,023,645
|
|
Commitments and contingencies (see note 11)
|
|
|
|
|
||||
Preferred shares, with $0.15 par value; 100 shares authorized; 100 issued and outstanding
|
|
15
|
|
|
—
|
|
||
Ordinary shares, with $0.15 par value; 170,060 shares authorized and common shares with no par value; 300,000 shares authorized; 85,920 ordinary and 70,040 common shares issued; 85,920 ordinary and 59,675 common shares outstanding, respectively
|
|
2,151,719
|
|
|
264,853
|
|
||
Shares held in treasury, 0 and 10,364 shares, respectively
|
|
—
|
|
|
(320,343
|
)
|
||
Retained earnings
|
|
939,459
|
|
|
1,193,791
|
|
||
Accumulated other comprehensive (loss) income
|
|
(68,159
|
)
|
|
(66,669
|
)
|
||
Total shareholders’ equity
|
|
3,023,034
|
|
|
1,071,632
|
|
||
Noncontrolling interests
|
|
15,858
|
|
|
2,014
|
|
||
Total equity
|
|
3,038,892
|
|
|
1,073,646
|
|
||
Total liabilities and equity
|
|
$
|
5,346,416
|
|
|
$
|
2,097,291
|
|
Years Ended March 31,
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
1,130,046
|
|
|
$
|
1,047,805
|
|
|
$
|
1,011,462
|
|
Service
|
|
1,108,718
|
|
|
802,458
|
|
|
610,790
|
|
|||
Total revenues
|
|
2,238,764
|
|
|
1,850,263
|
|
|
1,622,252
|
|
|||
Cost of revenues:
|
|
|
|
|
|
|
||||||
Product
|
|
618,161
|
|
|
584,210
|
|
|
586,176
|
|
|||
Service
|
|
725,122
|
|
|
491,752
|
|
|
386,454
|
|
|||
Total cost of revenues
|
|
1,343,283
|
|
|
1,075,962
|
|
|
972,630
|
|
|||
Gross profit
|
|
895,481
|
|
|
774,301
|
|
|
649,622
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general, and administrative
|
|
626,710
|
|
|
493,342
|
|
|
380,970
|
|
|||
Research and development
|
|
56,664
|
|
|
54,139
|
|
|
48,641
|
|
|||
Restructuring expenses
|
|
(820
|
)
|
|
(391
|
)
|
|
13,204
|
|
|||
Total operating expenses
|
|
682,554
|
|
|
547,090
|
|
|
442,815
|
|
|||
Income from operations
|
|
212,927
|
|
|
227,211
|
|
|
206,807
|
|
|||
Non-operating expenses, net:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
42,708
|
|
|
19,187
|
|
|
18,770
|
|
|||
Interest income and miscellaneous expense
|
|
(1,665
|
)
|
|
(796
|
)
|
|
(339
|
)
|
|||
Total non-operating expenses, net
|
|
41,043
|
|
|
18,391
|
|
|
18,431
|
|
|||
Income before income tax expense
|
|
171,884
|
|
|
208,820
|
|
|
188,376
|
|
|||
Income tax expense
|
|
60,299
|
|
|
73,756
|
|
|
58,934
|
|
|||
Net income
|
|
111,585
|
|
|
135,064
|
|
|
129,442
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
822
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to shareholders
|
|
$
|
110,763
|
|
|
$
|
135,064
|
|
|
$
|
129,442
|
|
|
|
|
|
|
|
|
||||||
Net income per share attributable to shareholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.57
|
|
|
$
|
2.27
|
|
|
$
|
2.20
|
|
Diluted
|
|
$
|
1.56
|
|
|
$
|
2.25
|
|
|
$
|
2.17
|
|
Cash dividends declared per ordinary share outstanding
|
|
$
|
0.98
|
|
|
$
|
0.90
|
|
|
$
|
0.82
|
|
Years Ended March 31,
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$
|
111,585
|
|
|
$
|
135,064
|
|
|
$
|
129,442
|
|
Less: Net income attributable to noncontrolling interests
|
|
822
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to shareholders
|
|
$
|
110,763
|
|
|
$
|
135,064
|
|
|
$
|
129,442
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on available for sale securities, (net of taxes of ($266), $85 and $0, respectively)
|
|
(1,741
|
)
|
|
507
|
|
|
275
|
|
|||
Amortization of pension and postretirement benefit plans costs, (net of taxes of ($700), $4,007, and ($1,798), respectively)
|
|
(3,032
|
)
|
|
(6,461
|
)
|
|
2,756
|
|
|||
Pension settlement (net of taxes of $10,563, $0 and $0, respectively)
|
|
17,029
|
|
|
—
|
|
|
—
|
|
|||
Change in cumulative foreign currency translation adjustment
|
|
(13,746
|
)
|
|
(65,196
|
)
|
|
5,538
|
|
|||
Total other comprehensive income (loss) attributable to shareholders
|
|
(1,490
|
)
|
|
(71,150
|
)
|
|
8,569
|
|
|||
Comprehensive income attributable to shareholders
|
|
$
|
109,273
|
|
|
$
|
63,914
|
|
|
$
|
138,011
|
|
Years Ended March 31,
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
111,585
|
|
|
$
|
135,064
|
|
|
$
|
129,442
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, depletion, and amortization
|
|
143,740
|
|
|
91,541
|
|
|
75,649
|
|
|||
Deferred income taxes
|
|
704
|
|
|
(4,916
|
)
|
|
15,176
|
|
|||
Share-based compensation expense
|
|
16,147
|
|
|
14,921
|
|
|
11,100
|
|
|||
Pension settlement expense
|
|
26,470
|
|
|
—
|
|
|
—
|
|
|||
Pension contributions made in settlement
|
|
(4,641
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on the disposal of property, plant, equipment, and intangibles, net
|
|
1,813
|
|
|
(151
|
)
|
|
5,279
|
|
|||
Excess tax benefit from share-based compensation
|
|
(6,281
|
)
|
|
(11,526
|
)
|
|
(2,841
|
)
|
|||
Other items
|
|
(14,328
|
)
|
|
(9,238
|
)
|
|
(66
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
(31,560
|
)
|
|
(2,774
|
)
|
|
(28,794
|
)
|
|||
Inventories, net
|
|
1,810
|
|
|
(9,902
|
)
|
|
2,767
|
|
|||
Other current assets
|
|
(9,599
|
)
|
|
2,089
|
|
|
(5,482
|
)
|
|||
Accounts payable
|
|
5,249
|
|
|
(3,146
|
)
|
|
19,377
|
|
|||
Accruals and other, net
|
|
13,566
|
|
|
44,078
|
|
|
(11,976
|
)
|
|||
Net cash provided by operating activities
|
|
254,675
|
|
|
246,040
|
|
|
209,631
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property, plant, equipment, and intangibles, net
|
|
(126,407
|
)
|
|
(85,255
|
)
|
|
(86,367
|
)
|
|||
Proceeds from the sale of property, plant, equipment, and intangibles
|
|
844
|
|
|
829
|
|
|
4,774
|
|
|||
Purchases of investments
|
|
—
|
|
|
(4,681
|
)
|
|
—
|
|
|||
Acquisition of business, net of cash acquired
|
|
(604,021
|
)
|
|
(194,662
|
)
|
|
(67,059
|
)
|
|||
Net cash used in investing activities
|
|
(729,584
|
)
|
|
(283,769
|
)
|
|
(148,652
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from the issuance of long-term obligations
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|||
Payments on long-term obligations
|
|
(92,567
|
)
|
|
—
|
|
|
(70,000
|
)
|
|||
Proceeds under credit facilities, net
|
|
369,451
|
|
|
129,770
|
|
|
71,190
|
|
|||
Deferred financing fees and debt issuance costs
|
|
(5,169
|
)
|
|
(14,370
|
)
|
|
(43
|
)
|
|||
Acquisition related contingent consideration
|
|
—
|
|
|
(1,250
|
)
|
|
—
|
|
|||
Repurchases of common shares
|
|
(14,369
|
)
|
|
(30,687
|
)
|
|
(25,469
|
)
|
|||
Cash dividends paid to common shareholders
|
|
(65,203
|
)
|
|
(53,513
|
)
|
|
(48,385
|
)
|
|||
Proceeds from issuance of equity to minority shareholders
|
|
625
|
|
|
—
|
|
|
—
|
|
|||
Stock option and other equity transactions, net
|
|
11,240
|
|
|
28,274
|
|
|
15,660
|
|
|||
Excess tax benefit from share-based compensation
|
|
6,281
|
|
|
11,526
|
|
|
2,841
|
|
|||
Net cash provided by (used in) financing activities
|
|
560,289
|
|
|
69,750
|
|
|
(54,206
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(4,228
|
)
|
|
(17,134
|
)
|
|
4,021
|
|
|||
Increase (decrease) in cash and cash equivalents
|
|
81,152
|
|
|
14,887
|
|
|
10,794
|
|
|||
Cash and cash equivalents at beginning of period
|
|
167,689
|
|
|
152,802
|
|
|
142,008
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
248,841
|
|
|
$
|
167,689
|
|
|
$
|
152,802
|
|
|
Ordinary Shares
|
|
Preferred Shares
|
Treasury Shares
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-controlling
Interest
|
|
Total
Equity
|
|||||||||||||||||||||||
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
Number
|
|
Amount
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at March 31, 2013
|
58,759
|
|
|
$
|
239,648
|
|
|
—
|
|
|
—
|
|
11,281
|
|
|
$
|
(321,801
|
)
|
|
$
|
1,031,183
|
|
|
$
|
(4,088
|
)
|
|
$
|
2,038
|
|
|
$
|
946,980
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
129,442
|
|
|
—
|
|
|
—
|
|
|
129,442
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,569
|
|
|
—
|
|
|
8,569
|
|
|||||||
Repurchases of ordinary shares
|
(624
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
624
|
|
|
(25,469
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,469
|
)
|
|||||||
Equity compensation programs
|
833
|
|
|
3,697
|
|
|
—
|
|
|
—
|
|
(833
|
)
|
|
23,068
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,765
|
|
|||||||
Tax benefit of stock options exercised
|
—
|
|
|
2,841
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,841
|
|
|||||||
Cash dividends – $0.82 per ordinary share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(48,385
|
)
|
|
—
|
|
|
—
|
|
|
(48,385
|
)
|
|||||||
Change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
503
|
|
|
503
|
|
|||||||
Balance at March 31, 2014
|
58,968
|
|
|
$
|
246,186
|
|
|
—
|
|
|
—
|
|
11,072
|
|
|
$
|
(324,202
|
)
|
|
$
|
1,112,240
|
|
|
$
|
4,481
|
|
|
$
|
2,541
|
|
|
$
|
1,041,246
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
135,064
|
|
|
—
|
|
|
—
|
|
|
135,064
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71,150
|
)
|
|
—
|
|
|
(71,150
|
)
|
|||||||
Repurchases of ordinary shares
|
(542
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
542
|
|
|
(30,687
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,687
|
)
|
|||||||
Equity compensation programs
|
1,249
|
|
|
7,141
|
|
|
—
|
|
|
—
|
|
(1,250
|
)
|
|
34,546
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,687
|
|
|||||||
Tax benefit of stock options exercised
|
—
|
|
|
11,526
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,526
|
|
|||||||
Cash dividends – $0.90 per ordinary share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(53,513
|
)
|
|
—
|
|
|
—
|
|
|
(53,513
|
)
|
|||||||
Change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(527
|
)
|
|
(527
|
)
|
|||||||
Balance at March 31, 2015
|
59,675
|
|
|
$
|
264,853
|
|
|
—
|
|
|
—
|
|
10,364
|
|
|
$
|
(320,343
|
)
|
|
$
|
1,193,791
|
|
|
$
|
(66,669
|
)
|
|
$
|
2,014
|
|
|
$
|
1,073,646
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
110,763
|
|
|
—
|
|
|
822
|
|
|
111,585
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,490
|
)
|
|
—
|
|
|
(1,490
|
)
|
|||||||
Repurchases of ordinary shares
|
(267
|
)
|
|
(1,020
|
)
|
|
—
|
|
|
—
|
|
248
|
|
|
(12,974
|
)
|
|
(375
|
)
|
|
—
|
|
|
—
|
|
|
(14,369
|
)
|
|||||||
Equity compensation programs and other
|
664
|
|
|
13,624
|
|
|
—
|
|
|
—
|
|
(538
|
)
|
|
13,667
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,291
|
|
|||||||
Retirement of treasury shares
|
—
|
|
|
(20,133
|
)
|
|
—
|
|
|
—
|
|
(10,074
|
)
|
|
319,650
|
|
|
(299,517
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of shares for Synergy Combination
|
25,839
|
|
|
1,887,479
|
|
|
100
|
|
|
15
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,574
|
|
|
1,901,068
|
|
|||||||
Purchase of subsidiary shares from noncontrolling interest
|
9
|
|
|
635
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,453
|
)
|
|
(818
|
)
|
|||||||
Issuance of subsidiary shares to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,443
|
|
|
1,443
|
|
|||||||
Tax benefit of stock options exercised
|
—
|
|
|
6,281
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,281
|
|
|||||||
Cash dividends – $.98 per ordinary share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(65,203
|
)
|
|
—
|
|
|
—
|
|
|
(65,203
|
)
|
|||||||
Other changes in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(542
|
)
|
|
$
|
(542
|
)
|
||||||
Balance at March 31, 2016
|
85,920
|
|
|
$
|
2,151,719
|
|
|
100
|
|
|
$
|
15
|
|
—
|
|
|
$
|
—
|
|
|
$
|
939,459
|
|
|
$
|
(68,159
|
)
|
|
$
|
15,858
|
|
|
$
|
3,038,892
|
|
Years Ended March 31,
|
2016
|
|
2015
|
|
2014
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
37,165
|
|
|
$
|
19,124
|
|
|
$
|
19,268
|
|
Income taxes
|
60,885
|
|
|
52,707
|
|
|
52,888
|
|
|||
Cash received during the year for income tax refunds
|
1,697
|
|
|
2,405
|
|
|
3,076
|
|
Asset Type
|
Useful Life
(years)
|
Land improvements
|
3-40
|
Buildings and leasehold improvements
|
2-50
|
Machinery and equipment
|
2-20
|
Information Systems
|
2-20
|
Radioisotope (cobalt-60)
|
15 or 20
|
Linens
|
1-5
|
Standard
|
|
Date of Issuance
|
|
Description
|
|
Date of Adoption
|
|
Effect on the financial statements or other significant matters
|
Standards that have recently been adopted
|
||||||||
ASU 2015-17 "Balance Sheet Classification of Deferred Taxes
"
|
|
November 2015
|
|
The update requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position.The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this update. This update is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted.
|
|
Fourth Quarter 2016
|
|
As a result of the adoption of this standard we reclassified $38,963 of our short term deferred taxes into long term deferred taxes, in our March 31, 2016 Consolidated Balance Sheet. Prior periods were not retrospectively adjusted.
|
ASU 2015-16, "Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments"
|
|
September 2015
|
|
The standard requires the recognition of adjustments to provisional amounts, that are identified during the measurement period, in the reporting period in which the adjustments are determined. The effects of the adjustments to provisional amounts on depreciation, amortization or other income effects should be recognized in current-period earnings as if the accounting had been completed at the acquisition date. Disclosure of the portion of the adjustment recorded in current-period earnings that would have been reported in prior reporting periods if the adjustment to the provisional amounts had been recognized at the acquisition date is also required.
|
|
Third Quarter Fiscal 2016
|
|
This update did not have a material impact on our consolidated financial position, results of operations or cash flows.
|
ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs"
|
|
April 2015
|
|
The update requires capitalized debt issuance costs to be presented as a reduction to the carrying value of debt instead of being classified as a deferred charge, as previously required. This update is effective for all annual and interim periods beginning after December 15, 2015 and is required to be adopted retroactively for all periods presented. Early adoption is permitted.
|
|
First Quarter Fiscal 2016
|
|
This update did not have a material impact on our consolidated financial position, results of operations or cash flows.
|
Standards that have not yet been adopted
|
||||||||
ASU 2014-09, "Revenue from Contracts with Customers" and subsequently issued amendments
|
|
May 2014
|
|
The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. The standard update is effective for annual periods beginning after December 15, 2017 and interim periods within that period. Early adoption is not permitted before the original public entity effective date of December 15, 2016.
|
|
N/A
|
|
We are in the process of evaluating the impact that the standard will have on our consolidated financial position, results of operations and cash flows.
|
ASU 2015-05, "Goodwill and other-Internal-Use Software" (Subtopic 350-40)
|
|
April 2015
|
|
The standard provides guidance on a customer's accounting for fees paid in cloud computing arrangements. Previously, there was no U.S. GAAP guidance on accounting for such fees from the customer's perspective. Under the standard, customers will apply the same criteria as vendors to determine whether the arrangement contains a software license or is solely a service contract. The determination could impact the classification of advance payments in the statements of financial position and cash flows as well as the classification of the expenses in the results of operations. The standard is effective for annual periods beginning after December 15, 2015 and interim periods within that period. Early adoption is permitted.
|
|
N/A
|
|
We do not expect the adoption of this standard to have a material impact on our statements of consolidated financial position, results of operations and cash flows.
|
ASU 2016-02, "Leases" (Topic 842)
|
|
February 2016
|
|
The update will require lessees to record all leases, whether finance or operating, on the balance sheet. An asset will be recorded to represent the right to use the leased asset, and a liability will be recorded to represent the lease obligation. The standard is effective for annual periods beginning after December 15, 2018 and interim periods within that period. Early adoption is permitted.
|
|
N/A
|
|
We are in the process of evaluating the impact that the standard will have on our statements of consolidated financial position, results of operations and cash flows.
|
ASU 2016-07, "Investments - Equity Method and Joint Ventures, Simplifying the Transition to the Equity Method of Accounting" (Topic 323)
|
|
March 2016
|
|
The update replaces the previous requirement to retroactively adopt the equity method. The new standard requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The standard is effective for annual periods beginning after December 15, 2016 and interim periods within that period. Early adoption is permitted.
|
|
N/A
|
|
We do not expect the adoption of this standard to have a material impact on our statements of consolidated financial position, results of operations and cash flows.
|
ASU 2016-09, "Stock Compensation: Improvements to Employee Share-Based Payment Accounting" (Topic 718)
|
|
March 2016
|
|
The update simplifies several aspects of the accounting for share-based payment award transactions, including income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2016 and interim periods within that period. Early adoption is permitted.
|
|
N/A
|
|
We are currently in the process of evaluating the impact that the standard will have on our statements of consolidated financial position, results of operations and cash flows.
|
Year Ended March 31, 2016
|
Fiscal 2014
Restructuring
Plan (1)
|
||
Severance and other compensation related costs
|
$
|
(1,050
|
)
|
Product rationalization
|
319
|
|
|
Lease termination obligation and other
|
230
|
|
|
Total restructuring (benefit) charges
|
$
|
(501
|
)
|
(1)
|
Includes
$319
in charges recorded in cost of revenues on Consolidated Statements of Income.
|
Year Ended March 31, 2015
|
Fiscal 2014
Restructuring
Plan (1)
|
||
Severance and other compensation related costs
|
$
|
(616
|
)
|
Asset impairment and accelerated depreciation
|
(38
|
)
|
|
Lease termination obligation and other
|
263
|
|
|
Product rationalization
|
(368
|
)
|
|
Total restructuring charges
|
$
|
(759
|
)
|
(1)
|
Includes
$(368)
in charges recorded in cost of revenues on Consolidated Statements of Income.
|
Year Ended March 31, 2014
|
Fiscal 2014
Restructuring
Plan (1)
|
Fiscal 2010
Restructuring
Plan
|
Total
|
||||||
Severance and other compensation related costs
|
$
|
7,363
|
|
$
|
127
|
|
$
|
7,490
|
|
Asset impairment and accelerated depreciation
|
3,621
|
|
990
|
|
4,611
|
|
|||
Lease termination obligation and other
|
1,103
|
|
—
|
|
1,103
|
|
|||
Product rationalization
|
8,144
|
|
—
|
|
8,144
|
|
|||
Total restructuring (benefit) charges
|
$
|
20,231
|
|
$
|
1,117
|
|
$
|
21,348
|
|
(1)
|
Includes
$8,144
in charges recorded in cost of revenues on Consolidated Statements of Income.
|
|
|
Fiscal 2014 Restructuring Plan
|
||||||||||||||
|
|
|
|
Fiscal 2015
|
|
|
||||||||||
|
|
March 31,
2014 |
|
Provision
|
|
Payments/
Impairments (1)
|
|
March 31,
2015 |
||||||||
Severance and termination benefits
|
|
$
|
6,389
|
|
|
$
|
(616
|
)
|
|
$
|
(3,242
|
)
|
|
$
|
2,531
|
|
Lease termination obligations and other
|
|
1,589
|
|
|
18
|
|
|
(1,251
|
)
|
|
356
|
|
||||
Total
|
|
$
|
7,978
|
|
|
$
|
(598
|
)
|
|
$
|
(4,493
|
)
|
|
$
|
2,887
|
|
Cash consideration
|
$
|
402,494
|
|
STERIS plc shares (25,848,798 ordinary shares issued)
|
1,887,479
|
|
|
Fair value of consideration available to vested Synergy share option holders
|
4,819
|
|
|
Total purchase consideration
|
$
|
2,294,792
|
|
|
Fiscal Year 2016
|
|
Fiscal Year 2015
|
|
Fiscal Year 2014
|
||||||||||||||||||||||||||||||||||
|
Synergy (1)
|
|
Gepco
|
|
Black Diamond
|
|
Other Acquisitions
|
|
Dana
|
|
AGAPE
|
|
IMS
|
|
FSR
|
|
LSI
|
|
Eschmann
|
||||||||||||||||||||
Cash
|
$
|
53,057
|
|
|
$
|
1,108
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,545
|
|
Accounts receivable
|
107,341
|
|
|
4,161
|
|
|
2,966
|
|
|
3,859
|
|
|
617
|
|
|
342
|
|
|
16,594
|
|
|
388
|
|
|
2,341
|
|
|
5,336
|
|
||||||||||
Inventory
|
30,074
|
|
|
1,926
|
|
|
3,309
|
|
|
1,108
|
|
|
388
|
|
|
—
|
|
|
8,478
|
|
|
402
|
|
|
2,727
|
|
|
10,017
|
|
||||||||||
Property, plant and equipment
|
534,879
|
|
|
3,421
|
|
|
607
|
|
|
1,979
|
|
|
743
|
|
|
—
|
|
|
15,074
|
|
|
98
|
|
|
301
|
|
|
6,262
|
|
||||||||||
Other assets
|
19,708
|
|
|
946
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
842
|
|
|
11
|
|
|
117
|
|
|
475
|
|
||||||||||
Intangible assets
|
806,526
|
|
|
61,900
|
|
|
13,500
|
|
|
14,829
|
|
|
6,363
|
|
|
1,200
|
|
|
62,000
|
|
|
2,765
|
|
|
4,462
|
|
|
21,128
|
|
||||||||||
Goodwill
|
1,411,781
|
|
|
104,485
|
|
|
31,792
|
|
|
20,630
|
|
|
4,311
|
|
|
1,899
|
|
|
81,587
|
|
|
2,131
|
|
|
16,230
|
|
|
14,274
|
|
||||||||||
Total Assets
|
2,963,366
|
|
|
177,947
|
|
|
52,228
|
|
|
42,405
|
|
|
12,557
|
|
|
3,441
|
|
|
184,575
|
|
|
5,795
|
|
|
26,178
|
|
|
60,037
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Current liabilities
|
(108,192
|
)
|
|
(1,473
|
)
|
|
(4,525
|
)
|
|
(1,277
|
)
|
|
(143
|
)
|
|
(26
|
)
|
|
(11,670
|
)
|
|
(16
|
)
|
|
(1,678
|
)
|
|
(14,357
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Long-term indebtedness
|
(321,082
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Non-current liabilities
|
(230,544
|
)
|
|
—
|
|
|
(1,548
|
)
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,035
|
)
|
||||||||||
Total Liabilities
|
(659,818
|
)
|
|
(1,473
|
)
|
|
(6,073
|
)
|
|
(1,326
|
)
|
|
(143
|
)
|
|
(26
|
)
|
|
(11,670
|
)
|
|
(16
|
)
|
|
(1,678
|
)
|
|
(18,392
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net Assets
|
$
|
2,303,548
|
|
|
$
|
176,474
|
|
|
$
|
46,155
|
|
|
$
|
41,079
|
|
|
$
|
12,414
|
|
|
$
|
3,415
|
|
|
$
|
172,905
|
|
|
$
|
5,779
|
|
|
$
|
24,500
|
|
|
$
|
41,645
|
|
|
Total (1)
|
|
Useful Life
|
||
Customer relationships
|
$
|
717,254
|
|
|
10-17 years
|
Trade names
|
64,645
|
|
|
10 years
|
|
Technology
|
24,627
|
|
|
7 years
|
|
Total intangible assets acquired
|
$
|
806,526
|
|
|
|
|
Fiscal Year Ended March 31,
|
||||||
|
(unaudited)
|
||||||
|
2016
|
|
2015
|
||||
Net revenues
|
$
|
2,619,056
|
|
|
$
|
2,499,140
|
|
Net income from continuing operations
|
188,269
|
|
|
152,057
|
|
|
Healthcare Products
Segment
|
|
Healthcare Specialty Services Segment
|
|
Life Sciences
Segment
|
|
Applied Sterilization Technologies Segment
|
|
Synergy Combination
|
|
Total
|
||||||||||||
Balance at March 31, 2014
|
$
|
330,180
|
|
|
$
|
69,486
|
|
|
$
|
34,310
|
|
|
$
|
83,035
|
|
|
$
|
—
|
|
|
$
|
517,011
|
|
Goodwill acquired or allocated
|
5,817
|
|
|
81,358
|
|
|
1,899
|
|
|
—
|
|
|
—
|
|
|
89,074
|
|
||||||
Foreign currency translation adjustments
|
(11,124
|
)
|
|
—
|
|
|
(2,320
|
)
|
|
—
|
|
|
—
|
|
|
(13,444
|
)
|
||||||
Balance at March 31, 2015
|
324,873
|
|
|
150,844
|
|
|
33,889
|
|
|
83,035
|
|
|
—
|
|
|
592,641
|
|
||||||
Goodwill acquired or allocated
|
40,043
|
|
|
3,428
|
|
|
113,284
|
|
|
—
|
|
|
1,408,192
|
|
|
1,564,947
|
|
||||||
Foreign currency translation adjustments
|
(1,146
|
)
|
|
—
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
(985
|
)
|
||||||
Balance at March 31, 2016
|
$
|
363,770
|
|
|
$
|
154,272
|
|
|
$
|
147,334
|
|
|
$
|
83,035
|
|
|
$
|
1,408,192
|
|
|
$
|
2,156,603
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Customer relationships
|
$
|
879,525
|
|
|
$
|
64,268
|
|
|
$
|
134,014
|
|
|
$
|
35,516
|
|
Non-compete agreements
|
4,730
|
|
|
3,503
|
|
|
3,654
|
|
|
3,377
|
|
||||
Patents and technology
|
213,317
|
|
|
70,801
|
|
|
178,290
|
|
|
56,861
|
|
||||
Trademarks and tradenames
|
129,690
|
|
|
18,318
|
|
|
61,896
|
|
|
14,096
|
|
||||
Supplier relationships
|
54,800
|
|
|
1,827
|
|
|
—
|
|
|
—
|
|
||||
Other
|
10
|
|
|
16
|
|
|
10
|
|
|
10
|
|
||||
Total
|
$
|
1,282,072
|
|
|
$
|
158,733
|
|
|
$
|
377,864
|
|
|
$
|
109,860
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and thereafter
|
||||||||||
Estimated amortization expense
|
$
|
79,806
|
|
|
$
|
79,734
|
|
|
$
|
79,648
|
|
|
$
|
78,705
|
|
|
$
|
78,185
|
|
March 31,
|
|
2016
|
|
2015
|
||||
Raw materials
|
|
$
|
62,673
|
|
|
$
|
67,095
|
|
Work in process
|
|
19,614
|
|
|
22,696
|
|
||
Finished goods
|
|
146,820
|
|
|
107,695
|
|
||
LIFO reserve
|
|
(17,608
|
)
|
|
(19,071
|
)
|
||
Reserve for excess and obsolete inventory
|
|
(18,707
|
)
|
|
(17,597
|
)
|
||
Inventories, net
|
|
$
|
192,792
|
|
|
$
|
160,818
|
|
March 31,
|
|
2016
|
|
2015
|
||||
Land and land improvements (1)
|
|
$
|
39,051
|
|
|
$
|
40,668
|
|
Buildings and leasehold improvements
|
|
446,277
|
|
|
263,007
|
|
||
Machinery and equipment
|
|
580,962
|
|
|
375,555
|
|
||
Linens (2)
|
|
42,354
|
|
|
—
|
|
||
Information systems
|
|
126,180
|
|
|
104,049
|
|
||
Radioisotope
|
|
434,152
|
|
|
289,778
|
|
||
Construction in progress (1)
|
|
79,291
|
|
|
47,690
|
|
||
Total property, plant, and equipment
|
|
1,748,267
|
|
|
1,120,747
|
|
||
Less: accumulated depreciation and depletion
|
|
(683,948
|
)
|
|
(627,694
|
)
|
||
Property, plant, and equipment, net
|
|
$
|
1,064,319
|
|
|
$
|
493,053
|
|
|
Operating
Leases
|
||
2017
|
$
|
29,098
|
|
2018
|
23,853
|
|
|
2019
|
18,402
|
|
|
2020
|
10,456
|
|
|
2021 and thereafter
|
53,103
|
|
|
Total minimum lease payments
|
$
|
134,912
|
|
|
Asset Retirement Obligations
|
||
Balance at March 31, 2015
|
$
|
8,083
|
|
Liabilities assumed as result of the Combination with Synergy
|
8,686
|
|
|
Liabilities incurred during the period
|
38
|
|
|
Accretion expense and change in estimate
|
(6,629
|
)
|
|
Foreign currency movement
|
164
|
|
|
Balance at March 31, 2016
|
$
|
10,342
|
|
March 31,
|
|
2016
|
|
2015
|
||||
Private Placement (1)
|
|
$
|
662,580
|
|
|
$
|
337,825
|
|
Credit Agreement and Swing Line Facility
|
|
905,216
|
|
|
283,250
|
|
||
Total long term debt
|
|
$
|
1,567,796
|
|
|
$
|
621,075
|
|
2017
|
$
|
—
|
|
2018
|
—
|
|
|
2019
|
85,000
|
|
|
2020
|
905,216
|
|
|
2021 and thereafter
|
581,000
|
|
|
Total
|
$
|
1,571,216
|
|
March 31,
|
|
2016
|
|
2015
|
||||
Accrued payroll and other related liabilities:
|
|
|
|
|
||||
Compensation and related items
|
|
$
|
30,175
|
|
|
$
|
16,680
|
|
Accrued vacation/paid time off
|
|
14,368
|
|
|
5,539
|
|
||
Accrued bonuses
|
|
31,502
|
|
|
30,159
|
|
||
Accrued employee commissions
|
|
13,809
|
|
|
12,842
|
|
||
Accrued pension
|
|
—
|
|
|
6,186
|
|
||
Other postretirement benefit obligations-current portion
|
|
2,463
|
|
|
2,789
|
|
||
Other employee benefit plans' obligations-current portion
|
|
1,659
|
|
|
610
|
|
||
Total accrued payroll and other related liabilities
|
|
$
|
93,976
|
|
|
$
|
74,805
|
|
Accrued expenses and other:
|
|
|
|
|
||||
Deferred revenues
|
|
$
|
56,238
|
|
|
$
|
34,910
|
|
Self-insured risk reserves-current portion
|
|
8,266
|
|
|
6,897
|
|
||
Accrued dealer commissions
|
|
12,717
|
|
|
13,591
|
|
||
Accrued warranty
|
|
5,909
|
|
|
5,579
|
|
||
Asset retirement obligation-current portion
|
|
—
|
|
|
1,092
|
|
||
Other
|
|
70,245
|
|
|
39,963
|
|
||
Total accrued expenses and other
|
|
$
|
153,375
|
|
|
$
|
102,032
|
|
Other liabilities:
|
|
|
|
|
||||
Self-insured risk reserves-long-term portion
|
|
$
|
13,257
|
|
|
$
|
12,052
|
|
Other postretirement benefit obligations-long-term portion
|
|
15,932
|
|
|
18,489
|
|
||
Defined benefit pension plans obligations-long-term portion
|
|
25,301
|
|
|
119
|
|
||
Other employee benefit plans obligations-long-term portion
|
|
4,366
|
|
|
6,634
|
|
||
Asset retirement obligation-long-term portion
|
|
10,342
|
|
|
6,991
|
|
||
Other
|
|
15,100
|
|
|
3,049
|
|
||
Total other liabilities
|
|
$
|
84,298
|
|
|
$
|
47,334
|
|
Years Ended March 31,
|
2016
|
|
2015
|
|
2014
|
||||||
United States operations
|
$
|
105,758
|
|
|
$
|
161,165
|
|
|
$
|
122,245
|
|
United Kingdom operations
|
(20,553
|
)
|
|
15,824
|
|
|
11,483
|
|
|||
Other Foreign Locations operations
|
86,679
|
|
|
31,831
|
|
|
54,648
|
|
|||
|
$
|
171,884
|
|
|
$
|
208,820
|
|
|
$
|
188,376
|
|
Years Ended March 31,
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
United States federal
|
$
|
41,653
|
|
|
$
|
52,234
|
|
|
$
|
24,016
|
|
United States state and local
|
7,943
|
|
|
8,551
|
|
|
5,991
|
|
|||
United Kingdom
|
2,194
|
|
|
3,633
|
|
|
2,985
|
|
|||
Other foreign locations
|
13,924
|
|
|
8,842
|
|
|
13,464
|
|
|||
|
65,714
|
|
|
73,260
|
|
|
46,456
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
United States federal
|
1,427
|
|
|
1,436
|
|
|
10,501
|
|
|||
United States state and local
|
299
|
|
|
214
|
|
|
1,473
|
|
|||
United Kingdom
|
(6,973
|
)
|
|
(676
|
)
|
|
(410
|
)
|
|||
Other foreign locations
|
(168
|
)
|
|
(478
|
)
|
|
914
|
|
|||
|
(5,415
|
)
|
|
496
|
|
|
12,478
|
|
|||
Total Provision for Income Taxes
|
$
|
60,299
|
|
|
$
|
73,756
|
|
|
$
|
58,934
|
|
Years Ended March 31,
|
2016
|
|
2015
|
|
2014
|
|||
United States federal statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in accruals for uncertain tax positions
|
0.2
|
%
|
|
—
|
%
|
|
(5.1
|
)%
|
State and local taxes, net of federal income tax benefit
|
3.3
|
%
|
|
2.8
|
%
|
|
2.6
|
%
|
Increase in valuation allowances
|
1.0
|
%
|
|
2.1
|
%
|
|
1.5
|
%
|
Foreign income tax credit
|
(0.6
|
)%
|
|
(1.0
|
)%
|
|
(2.0
|
)%
|
Difference in non-United States tax rates
|
(8.5
|
)%
|
|
(3.6
|
)%
|
|
(0.1
|
)%
|
Excise tax gross-up
|
3.4
|
%
|
|
—
|
%
|
|
—
|
%
|
U.S. manufacturing deduction
|
(2.5
|
)%
|
|
(1.6
|
)%
|
|
(1.2
|
)%
|
U.S. Tax Benefit resulting from European Restructuring
|
—
|
%
|
|
—
|
%
|
|
(0.6
|
)%
|
Capitalized acquisition costs
|
5.3
|
%
|
|
2.2
|
%
|
|
—
|
%
|
All other, net
|
(1.5
|
)%
|
|
(0.6
|
)%
|
|
1.2
|
%
|
Total Provision for Income Taxes
|
35.1
|
%
|
|
35.3
|
%
|
|
31.3
|
%
|
Years Ended March 31,
|
2016
|
2015
|
||||
Unrecognized Tax Benefits Balance at April 1
|
$
|
—
|
|
$
|
—
|
|
Increases for tax provisions of prior years
|
—
|
|
—
|
|
||
Decreases for tax provisions of prior years
|
—
|
|
—
|
|
||
Increases for tax provisions of current year
|
316
|
|
—
|
|
||
Decreases for tax provisions of current year
|
—
|
|
—
|
|
||
Balances related to acquired businesses
|
3,422
|
|
—
|
|
||
Other decreases, including currency translation
|
(211
|
)
|
—
|
|
||
Settlements
|
—
|
|
—
|
|
||
Lapse of statute of limitations
|
—
|
|
—
|
|
||
Unrecognized Tax Benefits Balance at March 31
|
$
|
3,527
|
|
$
|
—
|
|
March 31,
|
2016
|
|
2015
|
||||
Deferred Tax Assets:
|
|
|
|
||||
Post-retirement benefit accrual
|
$
|
7,016
|
|
|
$
|
8,130
|
|
Compensation
|
25,436
|
|
|
24,374
|
|
||
Net operating loss carryforwards
|
26,151
|
|
|
13,090
|
|
||
Accrued expenses
|
7,521
|
|
|
6,808
|
|
||
Insurance
|
4,226
|
|
|
4,071
|
|
||
Deferred income
|
7,910
|
|
|
6,148
|
|
||
Bad debt
|
2,059
|
|
|
1,941
|
|
||
Pension
|
5,155
|
|
|
2,781
|
|
||
Other
|
2,208
|
|
|
464
|
|
||
Deferred Tax Assets
|
87,682
|
|
|
67,807
|
|
||
Less: Valuation allowance
|
16,435
|
|
|
14,380
|
|
||
Total Deferred Tax Assets
|
71,247
|
|
|
53,427
|
|
||
Deferred Tax Liabilities:
|
|
|
|
||||
Depreciation and depletion
|
85,807
|
|
|
50,559
|
|
||
Intangibles
|
226,809
|
|
|
38,121
|
|
||
Other
|
3,744
|
|
|
3,710
|
|
||
Total Deferred Tax Liabilities
|
316,360
|
|
|
92,390
|
|
||
Net Deferred Tax Assets (Liabilities)
|
$
|
(245,113
|
)
|
|
$
|
(38,963
|
)
|
|
|
AMSCO Plan
|
|
Other Defined Benefit Pension Plans
|
|
Other
Postretirement
Benefits Plan
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Change in Benefit Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit Obligations at Beginning of Year
|
|
$
|
56,612
|
|
|
$
|
49,206
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,278
|
|
|
$
|
21,342
|
|
Obligation assumed in Combination
|
|
—
|
|
|
—
|
|
|
121,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Service cost
|
|
27
|
|
|
140
|
|
|
961
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
|
560
|
|
|
1,887
|
|
|
1,659
|
|
|
—
|
|
|
593
|
|
|
691
|
|
||||||
Actuarial loss (gain)
|
|
(2,365
|
)
|
|
9,752
|
|
|
5,399
|
|
|
—
|
|
|
(673
|
)
|
|
2,327
|
|
||||||
Benefits and expenses
|
|
(3,029
|
)
|
|
(4,373
|
)
|
|
(2,346
|
)
|
|
—
|
|
|
(2,818
|
)
|
|
(3,082
|
)
|
||||||
Employee contributions
|
|
—
|
|
|
—
|
|
|
517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailments/settlements
|
|
(51,805
|
)
|
|
—
|
|
|
(326
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of foreign currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
1,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit Obligations at End of Year
|
|
—
|
|
|
56,612
|
|
|
128,942
|
|
|
—
|
|
|
18,380
|
|
|
21,278
|
|
||||||
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair Value of Plan Assets at Beginning of Year
|
|
50,426
|
|
|
48,613
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Assets assumed in Combination
|
|
—
|
|
|
—
|
|
|
99,511
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
|
(279
|
)
|
|
6,186
|
|
|
2,989
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
|
4,687
|
|
|
—
|
|
|
2,280
|
|
|
—
|
|
|
(2,818
|
)
|
|
3,082
|
|
||||||
Employee contributions
|
|
—
|
|
|
—
|
|
|
517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits and expenses paid
|
|
(3,029
|
)
|
|
(4,373
|
)
|
|
(2,204
|
)
|
|
—
|
|
|
2,818
|
|
|
(3,082
|
)
|
||||||
Curtailments/settlements
|
|
(51,805
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of foreign currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
1,260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair Value of Plan Assets at End of Year
|
|
—
|
|
|
50,426
|
|
|
104,353
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Funded Status of the Plans
|
|
$
|
—
|
|
|
$
|
(6,186
|
)
|
|
$
|
(24,589
|
)
|
|
$
|
—
|
|
|
$
|
(18,380
|
)
|
|
$
|
(21,278
|
)
|
|
AMSCO Plan
|
Other Defined Benefit Pension Plans
|
Other Post-retirement Plan
|
||||||||||||||||||
|
2016
|
|
2015
|
2016
|
|
2015
|
2016
|
|
2015
|
||||||||||||
Current liabilities
|
$
|
—
|
|
|
$
|
(6,186
|
)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
(2,463
|
)
|
|
$
|
(2,789
|
)
|
Noncurrent liabilities
|
—
|
|
|
—
|
|
(24,589
|
)
|
|
—
|
|
(15,917
|
)
|
|
(18,489
|
)
|
||||||
|
$
|
—
|
|
|
$
|
(6,186
|
)
|
$
|
(24,589
|
)
|
|
$
|
—
|
|
$
|
(18,380
|
)
|
|
$
|
(21,278
|
)
|
|
AMSCO Plan
|
Other Defined Benefit Pension Plans
|
|
Other Post-retirement
Benefit Plan
|
||||||
|
|
|||||||||
Actuarial loss
|
$
|
—
|
|
$
|
—
|
|
|
$
|
739
|
|
Prior Service Cost
|
—
|
|
—
|
|
|
(3,263
|
)
|
|
AMSCO Plan
|
Other Defined Benefit Pension Plans
|
||||||||||||
|
2016
|
|
2015
|
2016
|
|
2015
|
||||||||
Aggregate fair value of plan assets
|
$
|
—
|
|
|
$
|
50,426
|
|
$
|
104,353
|
|
|
$
|
—
|
|
Aggregate accumulated benefit obligations
|
—
|
|
|
56,612
|
|
128,942
|
|
|
—
|
|
||||
Aggregate projected benefit obligations
|
—
|
|
|
56,612
|
|
128,942
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
AMSCO Plan
|
Other Defined Benefit Pension Plans
|
|
Other Post-retirement Plan
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
Service cost
|
$
|
27
|
|
|
$
|
140
|
|
|
$
|
160
|
|
$
|
961
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
560
|
|
|
1,887
|
|
|
1,799
|
|
1,659
|
|
|
—
|
|
|
—
|
|
|
593
|
|
|
691
|
|
|
683
|
|
|||||||||
Expected return on plan assets
|
(1,008
|
)
|
|
(3,139
|
)
|
|
(3,442
|
)
|
(1,324
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Prior service cost recognition
|
—
|
|
|
—
|
|
|
—
|
|
(142
|
)
|
|
—
|
|
|
—
|
|
|
(3,263
|
)
|
|
(3,263
|
)
|
|
(3,263
|
)
|
|||||||||
Net amortization and deferral
|
602
|
|
|
1,106
|
|
|
1,458
|
|
—
|
|
|
—
|
|
|
—
|
|
|
828
|
|
|
721
|
|
|
891
|
|
|||||||||
Curtailments/settlements
|
26,470
|
|
|
—
|
|
|
—
|
|
(326
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit cost
|
$
|
26,651
|
|
|
$
|
(6
|
)
|
|
$
|
(25
|
)
|
$
|
828
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,842
|
)
|
|
$
|
(1,851
|
)
|
|
$
|
(1,689
|
)
|
Recognized in other comprehensive loss (income) before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net loss (gain) occurring during year
|
$
|
—
|
|
|
$
|
6,706
|
|
|
$
|
(4,814
|
)
|
$
|
(3,733
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
673
|
|
|
$
|
2,327
|
|
|
$
|
(654
|
)
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,263
|
|
|
3,263
|
|
|
3,263
|
|
|||||||||
Amortization of net loss
|
(602
|
)
|
|
(1,106
|
)
|
|
(1,458
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
(721
|
)
|
|
(721
|
)
|
|
(891
|
)
|
|||||||||
Total recognized in other comprehensive loss (income)
|
(602
|
)
|
|
5,600
|
|
|
(6,272
|
)
|
(3,733
|
)
|
|
—
|
|
|
—
|
|
|
3,215
|
|
|
4,869
|
|
|
1,718
|
|
|||||||||
Total recognized in total benefits cost and other comprehensive loss (income)
|
$
|
26,049
|
|
|
$
|
5,594
|
|
|
$
|
(6,297
|
)
|
$
|
(2,905
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,373
|
|
|
$
|
3,018
|
|
|
$
|
29
|
|
|
2016
|
|
2015
|
||
Discount Rate:
|
|
|
|
||
AMSCO Plan
|
n/a
|
|
|
2.46
|
%
|
Other defined benefit pension plans
|
|
|
|
||
Shiloh Group Pension Scheme
|
3.50
|
%
|
|
n/a
|
|
Synergy Health PLC Retirement Benefits Scheme
|
3.50
|
%
|
|
n/a
|
|
Vernon Carus Limited Pension and Assurance Scheme
|
3.50
|
%
|
|
n/a
|
|
Isotron BV Pension Plan
|
1.60
|
%
|
|
n/a
|
|
Synergy Health Daniken AG
|
0.40
|
%
|
|
n/a
|
|
Synergy Health Radeberg
|
1.60
|
%
|
|
n/a
|
|
Synergy Health Allershausen
|
1.60
|
%
|
|
n/a
|
|
Other post-retirement plan
|
3.25
|
%
|
|
3.00
|
%
|
|
2016
|
|
2015
|
|
2014
|
|||
Healthcare cost trend rate – medical
|
7.0
|
%
|
|
7.0
|
%
|
|
7.0
|
%
|
Healthcare cost trend rate – prescription drug
|
7.0
|
%
|
|
7.0
|
%
|
|
7.0
|
%
|
Long-term healthcare cost trend rate
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
|
One-Percentage
Point
|
||||||
|
Increase
|
|
Decrease
|
||||
Effect on total service and interest cost components
|
$
|
1
|
|
|
$
|
(1
|
)
|
Effect on other post-retirement benefit obligation
|
44
|
|
|
(42
|
)
|
|
Fair Value Measurements at March 31, 2016
|
||||||||||||||
|
Other Defined Benefit Pension Plans
|
||||||||||||||
(In thousands)
|
Total
|
|
Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and Short Term Securities (1)
|
$
|
7,221
|
|
|
$
|
7,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Securities
|
|
|
|
|
|
|
|
||||||||
Collective Investment Funds
|
50,125
|
|
|
—
|
|
|
50,125
|
|
|
—
|
|
||||
Debt Securities
|
|
|
|
|
|
|
|
||||||||
Collective Investment Funds
|
26,152
|
|
|
—
|
|
|
26,152
|
|
|
—
|
|
||||
Other Investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real Estate Collective Investment Fund
|
5,384
|
|
|
—
|
|
|
5,384
|
|
|
—
|
|
||||
Other
|
15,471
|
|
|
—
|
|
|
11,279
|
|
|
4,192
|
|
||||
Total Plan Assets
|
$
|
104,353
|
|
|
$
|
7,221
|
|
|
$
|
92,940
|
|
|
$
|
4,192
|
|
|
Fair Value Measurements at March 31, 2015
|
||||||||||||||
|
AMSCO Plan
|
||||||||||||||
(In thousands)
|
Total
|
|
Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and Short Term Securities (1)
|
$
|
5,538
|
|
|
$
|
337
|
|
|
$
|
5,201
|
|
|
$
|
—
|
|
Equity Securities
|
|
|
|
|
|
|
|
||||||||
Mutual Funds
|
7,271
|
|
|
7,271
|
|
|
—
|
|
|
—
|
|
||||
Debt Securities
|
|
|
|
|
|
|
|
||||||||
Mutual Funds
|
37,617
|
|
|
37,617
|
|
|
—
|
|
|
—
|
|
||||
Total Plan Assets
|
$
|
50,426
|
|
|
$
|
45,225
|
|
|
$
|
5,201
|
|
|
$
|
—
|
|
|
Other Defined Benefit Pension Plans
|
|
Other Post-Retirement Benefit Plan
|
||||
2017
|
$
|
3,567
|
|
|
$
|
2,463
|
|
2018
|
3,942
|
|
|
2,207
|
|
||
2019
|
4,571
|
|
|
1,911
|
|
||
2020
|
3,976
|
|
|
1,709
|
|
||
2021
|
4,230
|
|
|
1,567
|
|
||
2022-2027
|
26,758
|
|
|
6,011
|
|
Years Ended March 31,
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Healthcare Products
|
$
|
1,207,158
|
|
|
$
|
1,143,336
|
|
|
$
|
1,092,584
|
|
Healthcare Specialty Services
|
422,860
|
|
|
248,538
|
|
|
87,467
|
|
|||
Life Sciences
|
295,970
|
|
|
250,845
|
|
|
246,122
|
|
|||
Applied Sterilization Technologies
|
310,120
|
|
|
205,675
|
|
|
194,183
|
|
|||
Total reportable segments
|
2,236,108
|
|
|
1,848,394
|
|
|
1,620,356
|
|
|||
Corporate and other
|
2,656
|
|
|
1,869
|
|
|
1,896
|
|
|||
Total revenues
|
$
|
2,238,764
|
|
|
$
|
1,850,263
|
|
|
$
|
1,622,252
|
|
Segment operating income (loss):
|
|
|
|
|
|
||||||
Healthcare Products
|
181,295
|
|
|
166,515
|
|
|
147,455
|
|
|||
Healthcare Specialty Services
|
24,165
|
|
|
16,629
|
|
|
2,387
|
|
|||
Life Sciences
|
85,466
|
|
|
56,072
|
|
|
50,772
|
|
|||
Applied Sterilization Technologies
|
99,224
|
|
|
59,458
|
|
|
57,598
|
|
|||
Total reportable segments
|
390,150
|
|
|
298,674
|
|
|
258,212
|
|
|||
Corporate and other
|
(11,488
|
)
|
|
(7,542
|
)
|
|
(8,142
|
)
|
|||
Total segment operating income
|
$
|
378,662
|
|
|
$
|
291,132
|
|
|
$
|
250,070
|
|
Less: Adjustments
|
|
|
|
|
|
||||||
Amortization of inventory and property "step up" to fair value
(1)
|
$
|
9,907
|
|
|
$
|
1,330
|
|
|
$
|
620
|
|
Amortization and impairment of acquired intangible assets
(1)
|
47,704
|
|
|
28,317
|
|
|
17,013
|
|
|||
Acquisition related transaction and integration costs
(2)
|
82,891
|
|
|
32,762
|
|
|
3,585
|
|
|||
Loss (gain) on fair value adjustment of acquisition related contingent consideration
|
(736
|
)
|
|
2,271
|
|
|
697
|
|
|||
Settlement of pension obligation
(3)
|
26,470
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charges
(4)
|
(501
|
)
|
|
(759
|
)
|
|
21,348
|
|
|||
Total operating income
|
$
|
212,927
|
|
|
$
|
227,211
|
|
|
$
|
206,807
|
|
March 31,
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
||||
Healthcare Products and Life Sciences
|
$
|
1,682,457
|
|
|
$
|
1,261,940
|
|
Healthcare Specialty Services
|
759,012
|
|
|
396,579
|
|
||
Applied Sterilization Technologies
|
1,494,638
|
|
|
436,638
|
|
||
Total reportable segments
|
3,936,107
|
|
|
2,095,157
|
|
||
Corporate and other
|
2,117
|
|
|
2,134
|
|
||
Synergy related goodwill not yet allocated
(1)
|
1,408,192
|
|
|
—
|
|
||
Total assets
|
$
|
5,346,416
|
|
|
$
|
2,097,291
|
|
Years Ended March 31,
|
2016
|
|
2015
|
|
2014
|
||||||
Capital Expenditures:
|
|
|
|
|
|
||||||
Healthcare Products and Life Sciences
|
$
|
34,567
|
|
|
$
|
34,174
|
|
|
$
|
46,792
|
|
Healthcare Specialty Services
|
31,309
|
|
|
2,777
|
|
|
251
|
|
|||
Applied Sterilization Technologies
|
60,517
|
|
|
48,286
|
|
|
39,310
|
|
|||
Total Reportable Segments
|
126,393
|
|
|
85,237
|
|
|
86,353
|
|
|||
Corporate and other
|
14
|
|
|
18
|
|
|
14
|
|
|||
Total Capital Expenditures
|
$
|
126,407
|
|
|
$
|
85,255
|
|
|
$
|
86,367
|
|
Depreciation, Depletion, and Amortization:
|
|
|
|
|
|
||||||
Healthcare Products and Life Sciences
|
$
|
49,063
|
|
|
$
|
41,201
|
|
|
$
|
41,035
|
|
Healthcare Specialty Services
|
36,130
|
|
|
19,934
|
|
|
5,260
|
|
|||
Applied Sterilization Technologies
|
58,468
|
|
|
30,369
|
|
|
29,319
|
|
|||
Total Reportable Segments
|
143,661
|
|
|
91,504
|
|
|
75,614
|
|
|||
Corporate and other
|
79
|
|
|
37
|
|
|
35
|
|
|||
Total Depreciation, Depletion, and Amortization
|
$
|
143,740
|
|
|
$
|
91,541
|
|
|
$
|
75,649
|
|
Years Ended March 31,
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
United Kingdom
|
$
|
144,577
|
|
|
$
|
51,889
|
|
|
$
|
27,677
|
|
United States
|
1,662,050
|
|
|
1,449,223
|
|
|
1,244,730
|
|
|||
Other foreign locations
|
432,137
|
|
|
349,151
|
|
|
349,845
|
|
|||
Total Revenues
|
$
|
2,238,764
|
|
|
$
|
1,850,263
|
|
|
$
|
1,622,252
|
|
March 31,
|
2016
|
|
2015
|
||||
Property, Plant, and Equipment, Net
|
|
|
|
||||
United Kingdom
|
$
|
121,853
|
|
|
$
|
12,816
|
|
United States
|
505,169
|
|
|
441,278
|
|
||
Other foreign locations
|
437,297
|
|
|
38,959
|
|
||
Property, Plant, and Equipment, Net
|
$
|
1,064,319
|
|
|
$
|
493,053
|
|
|
Years Ended March 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Denominator (shares in thousands):
|
|
|
|
|
|
|||
Weighted average shares outstanding—basic
|
70,698
|
|
|
59,413
|
|
|
58,966
|
|
Dilutive effect of share equivalents
|
486
|
|
|
632
|
|
|
779
|
|
Weighted average shares outstanding and share equivalents—diluted
|
71,184
|
|
|
60,045
|
|
|
59,745
|
|
|
|
Years Ended March 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
(shares in thousands)
|
|
|
|
|
|||||
Number of common share options
|
|
263
|
|
|
342
|
|
|
327
|
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|||
Risk-free interest rate
|
|
1.51
|
%
|
|
1.89
|
%
|
|
0.95
|
%
|
Expected life of options
|
|
5.7 years
|
|
|
5.8 years
|
|
|
5.7 years
|
|
Expected dividend yield of stock
|
|
1.40
|
%
|
|
1.87
|
%
|
|
2.22
|
%
|
Expected volatility of stock
|
|
25.06
|
%
|
|
29.86
|
%
|
|
31.22
|
%
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at March 31, 2015
|
|
1,759,890
|
|
|
$
|
37.03
|
|
|
|
|
|
||
Granted
|
|
366,700
|
|
|
66.88
|
|
|
|
|
|
|||
Exercised
|
|
(356,596
|
)
|
|
31.93
|
|
|
|
|
|
|||
Forfeited
|
|
(39,977
|
)
|
|
54.58
|
|
|
|
|
|
|||
Canceled
|
|
(500
|
)
|
|
24.45
|
|
|
|
|
|
|||
Outstanding at March 31, 2016
|
|
1,729,517
|
|
|
$
|
44.01
|
|
|
6.3 years
|
|
$
|
46,772
|
|
Exercisable at March 31, 2016
|
|
978,916
|
|
|
$
|
34.49
|
|
|
4.7 years
|
|
$
|
35,787
|
|
|
|
Number of
Restricted
Shares
|
|
Number of Restricted Share Units
|
|
Weighted-Average
Grant Date
Fair Value
|
||||
Non-vested at March 31, 2015
|
|
851,173
|
|
|
32,800
|
|
|
$
|
42.98
|
|
Granted
|
|
293,086
|
|
|
22,405
|
|
|
68.47
|
|
|
Vested
|
|
(218,455
|
)
|
|
(12,071
|
)
|
|
39.88
|
|
|
Canceled
|
|
(52,832
|
)
|
|
(1,493
|
)
|
|
52.71
|
|
|
Non-vested at March 31, 2016
|
|
872,972
|
|
|
41,641
|
|
|
$
|
51.98
|
|
Years Ended March 31,
|
2016
|
2015
|
2014
|
||||||
Balance, Beginning of Year
|
$
|
5,579
|
|
$
|
7,765
|
|
$
|
12,734
|
|
Warranties issued during the period
|
11,194
|
|
7,604
|
|
3,538
|
|
|||
Settlements made during the period
|
(10,864
|
)
|
(9,790
|
)
|
(8,507
|
)
|
|||
Balance, End of Year
|
$
|
5,909
|
|
$
|
5,579
|
|
$
|
7,765
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
|
Fair Value at
|
|
Fair Value at
|
|
Fair Value at
|
|
Fair Value at
|
||||||||
Balance Sheet Location
|
|
March 31, 2016
|
|
March 31, 2015
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||
Prepaid & Other
|
|
$
|
145
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued expenses and other
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122
|
|
|
$
|
616
|
|
|
|
Location of (loss) gain recognized in income
|
|
Amount of (loss)
gain
recognized in income
|
||||||||||
Years Ended March 31,
|
||||||||||||||
2016
|
|
2015
|
|
2014
|
||||||||||
Foreign currency forward contracts
|
|
Selling, general and administrative
|
|
$
|
(683
|
)
|
|
$
|
(1,457
|
)
|
|
$
|
(1,175
|
)
|
Commodity swap contracts
|
|
Cost of revenues
|
|
$
|
(461
|
)
|
|
$
|
(373
|
)
|
|
$
|
(57
|
)
|
|
|
|
|
Fair Value Measurements at March 31, 2016 and March 31, 2015 Using
|
|||||||||||||||||||||||
|
Carrying Value
|
|
Quoted Prices
in Active Markets
for Identical Assets
|
|
Significant Other
Observable Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||||||||||||
2016
|
2015
|
2016
|
2015
|
|
2016
|
2015
|
|
2016
|
2015
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents (1)
|
$
|
248,841
|
|
$
|
167,689
|
|
|
$
|
225,090
|
|
$
|
148,944
|
|
|
$
|
23,751
|
|
$
|
18,745
|
|
|
$
|
—
|
|
$
|
—
|
|
Forward and swap contracts (2)
|
145
|
|
12
|
|
|
—
|
|
—
|
|
|
145
|
|
12
|
|
|
—
|
|
—
|
|
||||||||
Investments (3)
|
6,192
|
|
8,332
|
|
|
6,192
|
|
8,332
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward and swap contracts (2)
|
$
|
122
|
|
$
|
616
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
122
|
|
$
|
616
|
|
|
$
|
—
|
|
$
|
—
|
|
Deferred compensation plans (3)
|
1,765
|
|
3,757
|
|
|
1,765
|
|
3,757
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||||
Long term debt (4)
|
1,567,796
|
|
621,075
|
|
|
—
|
|
—
|
|
|
1,592,184
|
|
641,131
|
|
|
—
|
|
—
|
|
||||||||
Contingent consideration obligations (5)
|
5,886
|
|
2,500
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
5,886
|
|
2,500
|
|
|
Contingent Consideration
|
||
Balance at March 31, 2014
|
$
|
9,887
|
|
Additions
|
1,586
|
|
|
Settlements
|
(8,320
|
)
|
|
Foreign currency translation adjustments
(1)
|
(653
|
)
|
|
Balance at March 31, 2015
|
$
|
2,500
|
|
Liabilities assumed as a result of combination with Synergy
|
1,561
|
|
|
Additions
(2)
|
2,730
|
|
|
Payments
|
(858
|
)
|
|
Foreign currency translation adjustments
(1)
|
(47
|
)
|
|
Balance at March 31, 2016
|
$
|
5,886
|
|
|
|
|
|
|
|
Investments at March 31, 2016 and March 31, 2015
|
||||||||||||||||||||||||||
|
|
Cost
|
|
Unrealized Gains (1)
|
|
Unrealized Losses (1)
|
|
Fair Value
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
2016
|
|
2015
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Marketable equity securities
(1) (2)
|
|
$
|
4,681
|
|
|
$
|
4,681
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(185
|
)
|
|
$
|
—
|
|
|
$
|
4,496
|
|
|
$
|
4,681
|
|
Mutual funds
|
|
1,289
|
|
|
2,677
|
|
|
407
|
|
|
974
|
|
|
—
|
|
|
—
|
|
|
1,696
|
|
|
3,651
|
|
||||||||
Total available-for-sale securities
|
|
$
|
5,970
|
|
|
$
|
7,358
|
|
|
$
|
407
|
|
|
$
|
974
|
|
|
$
|
(185
|
)
|
|
$
|
—
|
|
|
$
|
6,192
|
|
|
$
|
8,332
|
|
|
Year Ended March 31,
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Cumulative foreign currency translation adjustment
|
$
|
(72,594
|
)
|
$
|
(58,848
|
)
|
$
|
6,348
|
|
Amortization of pension and postretirement benefit plans costs, net of taxes
|
5,108
|
|
(8,889
|
)
|
(2,428
|
)
|
|||
Unrealized (loss) gain on available for sale securities
|
(673
|
)
|
1,068
|
|
561
|
|
|||
Total
|
$
|
(68,159
|
)
|
$
|
(66,669
|
)
|
$
|
4,481
|
|
|
Gain (Loss) on Available for Sale Securities (1)
|
|
Defined Benefit Plans (2)
|
|
Foreign Currency Translation (3)
|
|
Total Accumulated Other Comprehensive Income
(Loss) |
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Beginning Balance
|
$
|
1,068
|
|
|
$
|
561
|
|
|
$
|
(8,889
|
)
|
|
$
|
(2,428
|
)
|
|
$
|
(58,848
|
)
|
|
$
|
6,348
|
|
|
$
|
(66,669
|
)
|
|
$
|
4,481
|
|
Other Comprehensive Income (Loss) before reclassifications
|
(2,278
|
)
|
|
391
|
|
|
(1,371
|
)
|
|
(4,585
|
)
|
|
(13,746
|
)
|
|
(65,196
|
)
|
|
(17,395
|
)
|
|
(69,390
|
)
|
||||||||
Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
|
537
|
|
|
116
|
|
|
15,368
|
|
|
(1,876
|
)
|
|
—
|
|
|
—
|
|
|
15,905
|
|
|
(1,760
|
)
|
||||||||
Net current-period Other Comprehensive Income (Loss)
|
(1,741
|
)
|
|
507
|
|
|
13,997
|
|
|
(6,461
|
)
|
|
(13,746
|
)
|
|
(65,196
|
)
|
|
(1,490
|
)
|
|
(71,150
|
)
|
||||||||
Balance March 31, 2016
|
$
|
(673
|
)
|
|
$
|
1,068
|
|
|
$
|
5,108
|
|
|
$
|
(8,889
|
)
|
|
$
|
(72,594
|
)
|
|
$
|
(58,848
|
)
|
|
$
|
(68,159
|
)
|
|
$
|
(66,669
|
)
|
Quarters Ended
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
||||||||
Fiscal 2016
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
318,438
|
|
|
$
|
305,156
|
|
|
$
|
274,145
|
|
|
$
|
232,307
|
|
Service
|
371,839
|
|
|
313,532
|
|
|
215,752
|
|
|
207,595
|
|
||||
Total Revenues
|
690,277
|
|
|
618,688
|
|
|
489,897
|
|
|
439,902
|
|
||||
Cost of Revenues:
|
|
|
|
|
|
|
|
||||||||
Product
|
174,642
|
|
|
165,575
|
|
|
148,088
|
|
|
129,856
|
|
||||
Service
|
251,746
|
|
|
214,932
|
|
|
132,488
|
|
|
125,956
|
|
||||
Total Cost of Revenues
|
426,388
|
|
|
380,507
|
|
|
280,576
|
|
|
255,812
|
|
||||
Gross Profit
|
263,889
|
|
|
238,181
|
|
|
209,321
|
|
|
184,090
|
|
||||
Percentage of Revenues
|
38.2
|
%
|
|
38.5
|
%
|
|
42.7
|
%
|
|
41.8
|
%
|
||||
Restructuring Expenses
|
156
|
|
|
(194
|
)
|
|
(56
|
)
|
|
(726
|
)
|
||||
Net Income Attributable to Shareholders
|
$
|
57,740
|
|
|
$
|
20,045
|
|
|
$
|
8,687
|
|
|
$
|
24,291
|
|
Basic Income Per Ordinary Share Attributable to Shareholders:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
0.67
|
|
|
$
|
0.26
|
|
|
$
|
0.15
|
|
|
$
|
0.41
|
|
Diluted Income Per Ordinary Share Attributable to Shareholders:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
0.67
|
|
|
$
|
0.26
|
|
|
$
|
0.14
|
|
|
$
|
0.40
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2015
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
293,235
|
|
|
$
|
267,285
|
|
|
$
|
256,845
|
|
|
$
|
230,440
|
|
Service
|
208,412
|
|
|
205,959
|
|
|
205,884
|
|
|
182,203
|
|
||||
Total Revenues
|
501,647
|
|
|
473,244
|
|
|
462,729
|
|
|
412,643
|
|
||||
Cost of Revenues:
|
|
|
|
|
|
|
|
||||||||
Product
|
161,080
|
|
|
150,164
|
|
|
142,991
|
|
|
129,975
|
|
||||
Service
|
127,507
|
|
|
125,924
|
|
|
125,746
|
|
|
112,575
|
|
||||
Total Cost of Revenues
|
288,587
|
|
|
276,088
|
|
|
268,737
|
|
|
242,550
|
|
||||
Gross Profit
|
213,060
|
|
|
197,156
|
|
|
193,992
|
|
|
170,093
|
|
||||
Percentage of Revenues
|
42.5
|
%
|
|
41.7
|
%
|
|
41.9
|
%
|
|
41.2
|
%
|
||||
Restructuring Expenses
|
(381
|
)
|
|
(1,109
|
)
|
|
1,271
|
|
|
(172
|
)
|
||||
Net Income Attributable to Shareholders
|
$
|
41,399
|
|
|
$
|
38,124
|
|
|
$
|
31,004
|
|
|
$
|
24,537
|
|
Basic Income Per Ordinary Share Attributable to Shareholders:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
0.69
|
|
|
$
|
0.64
|
|
|
$
|
0.52
|
|
|
$
|
0.41
|
|
Diluted Income Per Ordinary Share Attributable to Shareholders:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
0.69
|
|
|
$
|
0.63
|
|
|
$
|
0.52
|
|
|
$
|
0.41
|
|
Description
|
Balance at
Beginning
of Period
|
|
Charges
to Costs
and
Expenses
|
|
|
Charges
to Other
Accounts
|
|
|
Deductions
|
|
|
Balance at
End of
Period
|
|||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Year ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Allowance for trade accounts receivable (1)
|
$
|
9,415
|
|
|
$
|
3,362
|
|
|
|
$
|
(100
|
)
|
(3
|
)
|
|
$
|
(1,492
|
)
|
(4
|
)
|
|
$
|
11,185
|
|
|
Inventory valuation reserve
|
17,597
|
|
|
1,146
|
|
(2
|
)
|
|
(36
|
)
|
(3
|
)
|
|
—
|
|
|
|
18,707
|
|
||||||
Deferred tax asset valuation allowance
|
14,380
|
|
|
2,151
|
|
|
|
4,439
|
|
(3
|
)
|
|
(4,535
|
)
|
|
|
16,435
|
|
|||||||
Recorded within liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Casualty loss reserves
|
$
|
18,078
|
|
|
$
|
4,141
|
|
|
|
$
|
1,187
|
|
|
|
$
|
(3,184
|
)
|
|
|
$
|
20,222
|
|
|||
Accrued SYSTEM 1 Rebate Program and class action settlement
|
16
|
|
|
—
|
|
|
|
—
|
|
|
|
(16
|
)
|
|
|
—
|
|
||||||||
Year ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Allowance for trade accounts receivable (1)
|
$
|
10,922
|
|
|
$
|
1,415
|
|
|
|
$
|
217
|
|
(3
|
)
|
|
$
|
(3,139
|
)
|
(4
|
)
|
|
$
|
9,415
|
|
|
Inventory valuation reserve
|
15,986
|
|
|
77
|
|
(2
|
)
|
|
1,534
|
|
(3
|
)
|
|
—
|
|
|
|
17,597
|
|
||||||
Deferred tax asset valuation allowance
|
12,541
|
|
|
4,028
|
|
|
|
(1,867
|
)
|
(3
|
)
|
|
(322
|
)
|
|
|
14,380
|
|
|||||||
Recorded within liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Casualty loss reserves
|
$
|
14,444
|
|
|
$
|
3,600
|
|
|
|
$
|
2,112
|
|
|
|
$
|
(2,078
|
)
|
|
|
$
|
18,078
|
|
|||
Accrued SYSTEM 1 Rebate Program and class action settlement
|
8
|
|
|
18
|
|
|
|
—
|
|
|
|
(10
|
)
|
|
|
16
|
|
||||||||
Year ended March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Allowance for trade accounts receivable (1)
|
$
|
10,043
|
|
|
$
|
3,266
|
|
|
|
$
|
(37
|
)
|
(3
|
)
|
|
$
|
(2,350
|
)
|
(4
|
)
|
|
$
|
10,922
|
|
|
Inventory valuation reserve
|
11,985
|
|
|
3,944
|
|
(2
|
)
|
|
57
|
|
(3
|
)
|
|
—
|
|
|
|
15,986
|
|
||||||
Deferred tax asset valuation allowance
|
12,428
|
|
|
508
|
|
|
|
227
|
|
(3
|
)
|
|
(622
|
)
|
|
|
12,541
|
|
|||||||
Recorded within liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Casualty loss reserves
|
$
|
14,100
|
|
|
$
|
4,000
|
|
|
|
$
|
(68
|
)
|
|
|
$
|
(3,588
|
)
|
|
|
$
|
14,444
|
|
|||
Accrued SYSTEM 1 Rebate Program and class action settlement
|
253
|
|
|
—
|
|
|
|
—
|
|
|
|
(245
|
)
|
|
|
8
|
|
(1)
|
Net allowance for doubtful accounts and allowance for sales and returns.
|
(2)
|
Provision for excess and obsolete inventory, net of inventory written off.
|
(3)
|
Change in foreign currency exchange rates and acquired reserves.
|
(4)
|
Uncollectible accounts written off, net of recoveries.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
($)
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
|
|
|
(a)
|
|
(b)
|
|
(c)
|
Equity compensation plans approved by security holders
|
|
1,729,517
|
|
44.01
|
|
2,197,046
|
Equity compensation plans not approved by security holders
|
|
—
|
|
—
|
|
—
|
Total
|
|
1,729,517
|
|
44.01
|
|
2,197,046
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Exhibit
Number
|
Exhibit Description
|
3.1
|
Certificate of Incorporation of STERIS plc (filed as Exhibit 3.1 to STERIS plc Form 8-K filed November 6, 2015 (Commission File No. 1-37614) and incorporated herein by reference).
|
|
|
3.2
|
Articles of Association of STERIS plc (filed as Exhibit 3.2 to STERIS plc Form 8-K filed November 6, 2015 (Commission File No. 1-37614) and incorporated herein by reference).
|
|
|
4.1
|
Specimen Form of Stock Certificate.
|
|
|
10.1
|
STERIS plc 2006 Long-Term Equity Incentive Plan, Assumed as Amended and Restated Effective November 2, 2015 (filed as Exhibit 4.2 to STERIS plc Registration Statement (Reg. No. 333-207721) on Form S-8 filed November 2, 2015 (Commission File No. 1-37614) and incorporated herein by reference).*
|
|
|
10.2
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.7 to Form 10-Q for the fiscal quarter ended September 30, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.3
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.8 to Form 10-Q for the fiscal quarter ended September 30, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.4
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.3 to Form 10-Q for the fiscal quarter ended June 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.5
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended June 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.6
|
STERIS Corporation Form of Non-Qualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2009 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.7
|
STERIS Corporation Form of Non-Qualified Stock Option Agreement for Employees
.
(filed as Exhibit 10.22 to Form 10-K for the fiscal year ended March 31, 2011(Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.8
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30, 2011 (Commission File No. 1-14643), and incorporated herein by reference.*
|
|
|
10.9
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2011 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.10
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.27 to Form 10-K for the fiscal year ended March 31, 2012 (Commission File No. 1-14643, and incorporated herein by reference).*
|
|
|
10.11
|
STERIS Corporation Form of Restricted Stock Agreement for Employees.(filed as Exhibit 10.28 to Form 10-K for the fiscal year ended March 31, 2012 (Commission File No. 1-14643, and incorporated herein by reference).*
|
|
|
10.12
|
Amendment to STERIS Corporation Nonqualified Stock Option Agreement (filed as Exhibit 10.11 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.13
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.12 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.14
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.12 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.15
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.14 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.16
|
STERIS Corporation Form of Career Restricted Stock Unit Agreement for Nonemployee Directors (filed as Exhibit 10.33 to Form 10-K for the fiscal year ended March 31, 2013 (Commission File No. 1-14643), and incorporated by reference).*
|
|
|
10.17
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.34 to Form 10-K for the fiscal year ended March 31, 2013 (Commission File No. 1-14643), and incorporated by reference).*
|
|
|
10.18
|
STERIS plc Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614) and incorporated herein by reference).*
|
|
|
10.19
|
STERIS plc Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.3 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614) and incorporated herein by reference).*
|
|
|
10.20
|
STERIS plc Form of Nonqualified Stock Option Agreement for Nonemployee Directors.*
|
|
|
10.21
|
STERIS plc Form of Career Restricted Stock Agreement for Nonemployee Directors.*
|
|
|
10.22
|
Description of STERIS Corporation Non-Employee Director Compensation Program (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended September 30, 2015 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.23
|
Description of Compensation Payable to Former Directors of Synergy Health plc who became Directors of STERIS plc (filed as Exhibit 10.8 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614) and incorporated herein by reference).*
|
|
|
10.24
|
STERIS Corporation Deferred Compensation Plan Document (filed as Exhibit 10.1 to Form 8-K filed September 1, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.25
|
STERIS Corporation Deferred Compensation Plan Document (as Amended and Restated Effective January 1, 2009) (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 31, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.26
|
Amended and Restated Adoption Agreement related to STERIS Corporation Deferred Compensation Plan (filed as Exhibit 10.2 to Form 10-Q filed for the fiscal quarter ended December 31, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.27
|
Amendment No. 1 to STERIS Corporation Deferred Compensation Plan Document (as Amended and Restated Effective January 1, 2009) dated November 4, 2011 (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 31, 2011 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.28
|
STERIS Corporation Management Incentive Compensation Plan, as Amended (filed as Exhibit 10.6 to Form 10-Q for the fiscal quarter ended June 30, 2014 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.29
|
STERIS Corporation Senior Executive Management Incentive Compensation Plan, as Amended and Restated Effective April 1, 2015 (filed as Appendix A to Schedule 14A (Definitive Proxy Statement) filed July 8, 2015 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.30
|
Description of STERIS plc Management Incentive Compensation Plan and STERIS plc Senior Executive Management Incentive Compensation Plan in effect for the fourth quarter of fiscal 2016 (included in STERIS plc Form 8-K filed February 2, 2016) (Commission File No. 1-37614), and incorporated herein by reference).*
|
|
|
10.31
|
STERIS plc Management Incentive Compensation Plan, Effective April 1, 2016.
|
|
|
10.32
|
Form of Make-Whole Payment and Repayment Conditions Agreement Between Former STERIS Corporation Non-Employee Directors and STERIS Corporation.*
|
|
|
10.33
|
Form of Make-Whole Payment and Repayment Conditions Agreement Between STERIS Corporation Executive Officers and STERIS Corporation.*
|
|
|
10.34
|
STERIS plc Senior Executive Severance Plan (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission No. 1-37614), and incorporated herein by reference).*
|
|
|
10.35
|
Termination Agreement between Synergy Health and Dr. Richard Steeves (filed as Exhibit 10.7 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).*
|
|
|
10.36
|
Service Agreement between Dr. Adrian Coward and Synergy Health Limited as amended, and STERIS plc letter (filed as Exhibit 10.5 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).*
|
|
|
10.37
|
Form of Indemnification Agreement between STERIS Corporation and each of its directors and certain executive officers (filed as Exhibit 10.31 to Form 10-K for the fiscal year ended March 31, 2010 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.38
|
Form of Deed of Indemnity for STERIS plc Directors and executive officers (filed as Exhibit 10.5 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614 ), and incorporated herein by reference).
|
|
|
10.39
|
Agreement dated as of April 23, 2008 by and among STERIS Corporation, Richard C. Breeden, Robert H. Fields, and the Breeden Investors identified therein (filed as Exhibit 10.1 to Form 8-K filed April 24, 2008 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.40
|
Agreement dated November 4, 2011 between STERIS Corporation and Bank of America, N.A. providing Transfer and Advised Line for Letters of Credit (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended December 31, 2011 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.41
|
364-Day Bridge Credit Agreement, dated as of October 13, 2014, among Solar US Parent Co., as borrower, STERIS Corporation, as guarantor, Bank of America, N.A. as Administrative Agent and lender, and the other lenders party thereto (filed as Exhibit 10.1 to Form 8-K filed October 14, 2014 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.42
|
Amended and Restated Bridge Credit Agreement, dated as of March 31, 2015, by and among STERIS Corporation and New STERIS Limited, as borrowers and guarantors, various U.S. subsidiaries of STERIS Corporation, as guarantors, Solar U.S. Parent Co., as retiring borrower, Bank of America, N.A., as Administrative Agent and lender, JPMorgan Chase Bank, N.A., as Syndication Agent and lender, KeyBank National Association, as Documentation Agent and lender, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and KeyBanc Capital Markets Inc., as Joint Lead Arrangers and Joint Bookrunners (filed as Exhibit 10.2 to Form 8-K filed April 2, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.43
|
First Amendment, dated as of May 29, 2015, by and among STERIS Corporation and New STERIS Limited, as borrowers and guarantors, various U.S. subsidiaries of STERIS Corporation, as guarantors, Bank of America, N.A., as Administrative Agent, and the various financial institutions parties thereto, as lenders, to Amended and Restated 364-Day Bridge Credit Agreement dated March 31, 2015 (filed as Exhibit 10.1 to Form 8-K filed June 1, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.44
|
Credit Agreement, dated as of March 31, 2015, by and among STERIS Corporation and New STERIS Limited, as borrowers, various U.S. subsidiaries of STERIS Corporation, as guarantors, various financial institutions, as lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., KeyBank National Association and PNC Bank, National Association, as Syndication Agents, Santander Bank, N.A., The Bank of Tokyo Mitsubishi UFJ, Ltd., Sumitomo Mitsui Banking Corporation and DNB Capital LLC, as Documentation Agents, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and KeyBank National Association, as Joint Lead Arrangers and Joint Bookrunners (filed as Exhibit 10.1 to Form 8-K filed April 2, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.45
|
First Amendment, dated as of May 29, 2015, by and among STERIS Corporation, as borrower and guarantor, New STERIS Limited, as borrower, various U.S. subsidiaries of STERIS Corporation, as guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, and the various financial institutions parties thereto, as lenders, to Credit Agreement dated March 31, 2015 (filed as Exhibit 10.2 to Form 8-K filed June 1, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.46
|
Guaranty Joinder Agreement dated September 9, 2015 by General Econopak, Inc. in favor of JPMorgan Chase Bank, N.A. (filed as Exhibit 10.10 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).
|
|
|
10.47
|
Guarantor Joinder Agreement dated November 2, 2015 by Solar New US Holding Co, LLC, Solar New US Parent Co, LLC and Solar New US Acquisition Co, LLC in favor of JPMorgan Chase Bank, N.A.
|
|
|
10.48
|
Guarantor Joinder Agreement dated January 12, 2016 by Synergy Health Holdings Limited, Synergy Health Sterilisation UK Limited, Synergy Health (UK) Limited, Synergy Health Investments Limited and Synergy Health US Holdings Limited in favor of JPMorgan Chase Bank, N.A.
|
|
|
10.49
|
First Amendment, dated as of March 31, 2015, to Note Purchase Agreement dated as of August 15, 2008, among STERIS Corporation and each of the institutions party thereto (filed as Exhibit 10.5 to Form 8-K filed April 2, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.50
|
Affiliate Guaranty, dated as of March 31, 2015, by STERIS Corporation and each of American Sterilizer Company, Integrated Medical Systems International, Inc., STERIS Europe, Inc., STERIS Inc., United States Endoscopy Group, Inc., Isomedix Inc. and Isomedix Operations Inc., of the August 15, 2008 Note Purchase Agreements, as amended and restated, and Notes issued pursuant thereto (filed as Exhibit 10.6 to Form 8-K filed April 2, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.51
|
Guaranty Supplement dated September 9, 2015 by General Econopak, Inc. and STERIS Corporation of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation August 15, 2008 Note Purchase Agreements as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.10 to STERIS plc Form 10-Q for the fiscal quarter ending December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).
|
|
|
10.52
|
Guaranty Supplement dated November 2, 2015 by Solar New US Holding Co, LLC, Solar New US Parent Co, LLC and Solar New US Acquisition Co, LLC and STERIS Corporation of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation August 15, 2008 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto.
|
|
|
10.53
|
Guaranty Supplement dated January 12, 2016 by Synergy Health Holdings Limited, Synergy Health Sterilisation UK Limited, Synergy Health (UK) Limited, Synergy Health Investments Limited and Synergy Health US Holdings Limited of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation August 15, 2008 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto.
|
|
|
10.54
|
First Amendment, dated as of March 31, 2015, to Note Purchase Agreements dated as of December 4, 2012, among STERIS Corporation and each of the institutions party thereto (filed as Exhibit 10.7 to Form 8-K filed April 2, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.55
|
Affiliate Guaranty, dated as of March 31, 2015, by STERIS Corporation and each of American Sterilizer Company, Integrated Medical Systems International, Inc., STERIS Europe, Inc., STERIS Inc., United States Endoscopy Group, Inc., Isomedix Inc. and Isomedix Operations Inc., of the December 4, 2012 Note Purchase Agreements, as amended and restated, and Notes issued pursuant thereto (filed as Exhibit 10.8 to Form 8-K filed April 2, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.56
|
Guaranty Supplement dated September 9, 2015 by General Econopak, Inc. and STERIS Corporation of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation December 4, 2012 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.11 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).
|
|
|
10.57
|
Guaranty Supplement dated November 2, 2015 by Solar New US Holding Co, LLC, Solar New US Parent Co, LLC and Solar New US Acquisition Co, LLC and STERIS Corporation of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation December 4, 2012 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto.
|
|
|
10.58
|
Guaranty Supplement dated January 12, 2016 by Synergy Health Holdings Limited, Synergy Health Sterilisation UK Limited, Synergy Health (UK) Limited, Synergy Health Investments Limited and Synergy Health US Holdings Limited of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation December 4, 2012 Note Purchase Agreements, as amended and restated and of the Notes issued pursuant thereto.
|
|
|
10.59
|
Note Purchase Agreement dated as of May 15, 2015, among STERIS Corporation and each of the institutions party thereto (filed as Exhibit 10.1 to Form 8-K of STERIS Corporation filed May 18, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.60
|
Affiliate Guaranty, dated as of May 15, 2015, by STERIS Corporation and each of American Sterilizer Company, Integrated Medical Systems International, Inc., STERIS Europe, Inc., STERIS Inc., United States Endoscopy Group, Inc., Isomedix Inc. and Isomedix Operations Inc., of STERIS Corporation May 15, 2015 Note Purchase Agreement and Notes issued pursuant thereto (filed as Exhibit 10.2 to Form 8-K of STERIS Corporation filed May 18, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.61
|
Guaranty Supplement dated September 9, 2015 by General Econopak, Inc. and STERIS Corporation of Affiliate Guaranty dated as of May 15, 2015 of STERIS Corporation May 15, 2015 Note Purchase Agreement and of the Notes issued pursuant thereto (filed as Exhibit 10.12 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).
|
|
|
|
|
STERIS plc
(Registrant)
|
|
|
|
|
|
Date:
|
May 31, 2016
|
By:
|
/
S
/ M
ICHAEL
J. T
OKICH
|
|
|
Michael J. Tokich
|
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
/
S
/ W
ALTER
M R
OSEBROUGH
, J
R
.
|
|
President, Chief Executive Officer and Director
|
|
May 31, 2016
|
Walter M Rosebrough, Jr.
|
|
|
|
|
/
S
/ M
ICHAEL
J. T
OKICH
|
|
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
|
May 31, 2016
|
Michael J. Tokich
|
|
|
|
|
|
|
|
|
|
*
|
|
Chairman and Director
|
|
May 31, 2016
|
John P. Wareham
|
|
|
|
|
*
|
|
Director
|
|
May 31, 2016
|
Richard C. Breeden
|
|
|
|
|
*
|
|
Director
|
|
May 31, 2016
|
Bruce A. Edwards
|
|
|
|
|
*
|
|
Director
|
|
May 31, 2016
|
Cynthia L. Feldmann
|
|
|
|
|
*
|
|
Director
|
|
May 31, 2016
|
David B. Lewis
|
|
|
|
|
*
|
|
Director
|
|
May 31, 2016
|
Jacqueline B. Kosecoff
|
|
|
|
|
*
|
|
Director
|
|
May 31, 2016
|
Kevin M. McMullen
|
|
|
|
|
*
|
|
Director
|
|
May 31, 2016
|
Sir Duncan K. Nichol
|
|
|
|
|
*
|
|
Director
|
|
May 31, 2016
|
Mohsen M. Sohi
|
|
|
|
|
*
|
|
Director
|
|
May 31, 2016
|
Dr. Richard M. Steeves
|
|
|
|
|
*
|
|
Director
|
|
May 31, 2016
|
Loyal W. Wilson
|
|
|
|
|
*
|
|
Director
|
|
May 31, 2016
|
Michael B. Wood
|
|
|
|
|
*
|
The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K pursuant to the Powers of Attorney executed by the above-named directors of the Registrant and filed with the Securities and Exchange Commission on behalf of such directors.
|
Date:
|
May 31, 2016
|
By:
|
/
S
/ J. ADAM ZANGERLE
|
|
|
J. Adam Zangerle,
Attorney-in-Fact for Directors
|
Exhibit
Number
|
Exhibit Description
|
3.1
|
Certificate of Incorporation of STERIS plc (filed as Exhibit 3.1 to STERIS plc Form 8-K filed November 6, 2015 (Commission File No. 1-37614) and incorporated herein by reference).
|
|
|
3.2
|
Articles of Association of STERIS plc (filed as Exhibit 3.2 to STERIS plc Form 8-K filed November 6, 2015 (Commission File No. 1-37614) and incorporated herein by reference).
|
|
|
4.1
|
Specimen Form of Stock Certificate.
|
|
|
10.1
|
STERIS plc 2006 Long-Term Equity Incentive Plan, Assumed as Amended and Restated Effective November 2, 2015 (filed as Exhibit 4.2 to STERIS plc Registration Statement (Reg. No. 333-207721) on Form S-8 filed November 2, 2015 (Commission File No. 1-37614) and incorporated herein by reference).*
|
|
|
10.2
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.7 to Form 10-Q for the fiscal quarter ended September 30, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.3
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.8 to Form 10-Q for the fiscal quarter ended September 30, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.4
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.3 to Form 10-Q for the fiscal quarter ended June 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.5
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended June 30, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.6
|
STERIS Corporation Form of Non-Qualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2009 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.7
|
STERIS Corporation Form of Non-Qualified Stock Option Agreement for Employees
.
(filed as Exhibit 10.22 to Form 10-K for the fiscal year ended March 31, 2011(Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.8
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30, 2011 (Commission File No. 1-14643), and incorporated herein by reference.*
|
|
|
10.9
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 2011 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.10
|
STERIS Corporation Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.27 to Form 10-K for the fiscal year ended March 31, 2012 (Commission File No. 1-14643, and incorporated herein by reference).*
|
|
|
10.11
|
STERIS Corporation Form of Restricted Stock Agreement for Employees.(filed as Exhibit 10.28 to Form 10-K for the fiscal year ended March 31, 2012 (Commission File No. 1-14643, and incorporated herein by reference).*
|
|
|
10.12
|
Amendment to STERIS Corporation Nonqualified Stock Option Agreement (filed as Exhibit 10.11 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.13
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.12 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.14
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.12 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.15
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.14 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.16
|
STERIS Corporation Form of Career Restricted Stock Unit Agreement for Nonemployee Directors (filed as Exhibit 10.33 to Form 10-K for the fiscal year ended March 31, 2013 (Commission File No. 1-14643), and incorporated by reference).*
|
|
|
10.17
|
STERIS Corporation Form of Nonqualified Stock Option Agreement for Nonemployee Directors (filed as Exhibit 10.34 to Form 10-K for the fiscal year ended March 31, 2013 (Commission File No. 1-14643), and incorporated by reference).*
|
|
|
10.18
|
STERIS plc Form of Nonqualified Stock Option Agreement for Employees (filed as Exhibit 10.2 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614) and incorporated herein by reference).*
|
|
|
10.19
|
STERIS plc Form of Restricted Stock Agreement for Employees (filed as Exhibit 10.3 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614) and incorporated herein by reference).*
|
|
|
10.20
|
STERIS plc Form of Nonqualified Stock Option Agreement for Nonemployee Directors.*
|
|
|
10.21
|
STERIS plc Form of Career Restricted Stock Agreement for Nonemployee Directors.*
|
|
|
10.22
|
Description of STERIS Corporation Non-Employee Director Compensation Program (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended September 30, 2015 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.23
|
Description of Compensation Payable to Former Directors of Synergy Health plc who became Directors of STERIS plc (filed as Exhibit 10.8 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614) and incorporated herein by reference).*
|
|
|
10.24
|
STERIS Corporation Deferred Compensation Plan Document (filed as Exhibit 10.1 to Form 8-K filed September 1, 2006 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.25
|
STERIS Corporation Deferred Compensation Plan Document (as Amended and Restated Effective January 1, 2009) (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 31, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.26
|
Amended and Restated Adoption Agreement related to STERIS Corporation Deferred Compensation Plan (filed as Exhibit 10.2 to Form 10-Q filed for the fiscal quarter ended December 31, 2008 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.27
|
Amendment No. 1 to STERIS Corporation Deferred Compensation Plan Document (as Amended and Restated Effective January 1, 2009) dated November 4, 2011 (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 31, 2011 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.28
|
STERIS Corporation Management Incentive Compensation Plan, as Amended (filed as Exhibit 10.6 to Form 10-Q for the fiscal quarter ended June 30, 2014 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.29
|
STERIS Corporation Senior Executive Management Incentive Compensation Plan, as Amended and Restated Effective April 1, 2015 (filed as Appendix A to Schedule 14A (Definitive Proxy Statement) filed July 8, 2015 (Commission File No. 1-14643), and incorporated herein by reference).*
|
|
|
10.30
|
Description of STERIS plc Management Incentive Compensation Plan and STERIS plc Senior Executive Management Incentive Compensation Plan in effect for the fourth quarter of fiscal 2016 (included in STERIS plc Form 8-K filed February 2, 2016) (Commission File No. 1-37614), and incorporated herein by reference).*
|
|
|
10.31
|
STERIS plc Management Incentive Compensation Plan, Effective April 1, 2016.
|
|
|
10.32
|
Form of Make-Whole Payment and Repayment Conditions Agreement Between Former STERIS Corporation Non-Employee Directors and STERIS Corporation.*
|
|
|
10.33
|
Form of Make-Whole Payment and Repayment Conditions Agreement Between STERIS Corporation Executive Officers and STERIS Corporation.*
|
|
|
10.34
|
STERIS plc Senior Executive Severance Plan (filed as Exhibit 10.4 to Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission No. 1-37614), and incorporated herein by reference).*
|
|
|
10.35
|
Termination Agreement between Synergy Health and Dr. Richard Steeves (filed as Exhibit 10.7 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).*
|
|
|
10.36
|
Service Agreement between Dr. Adrian Coward and Synergy Health Limited as amended, and STERIS plc letter (filed as Exhibit 10.5 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).*
|
|
|
10.37
|
Form of Indemnification Agreement between STERIS Corporation and each of its directors and certain executive officers (filed as Exhibit 10.31 to Form 10-K for the fiscal year ended March 31, 2010 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.38
|
Form of Deed of Indemnity for STERIS plc Directors and executive officers (filed as Exhibit 10.5 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614 ), and incorporated herein by reference).
|
|
|
10.39
|
Agreement dated as of April 23, 2008 by and among STERIS Corporation, Richard C. Breeden, Robert H. Fields, and the Breeden Investors identified therein (filed as Exhibit 10.1 to Form 8-K filed April 24, 2008 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.40
|
Agreement dated November 4, 2011 between STERIS Corporation and Bank of America, N.A. providing Transfer and Advised Line for Letters of Credit (filed as Exhibit 10.2 to Form 10-Q for the fiscal quarter ended December 31, 2011 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.41
|
364-Day Bridge Credit Agreement, dated as of October 13, 2014, among Solar US Parent Co., as borrower, STERIS Corporation, as guarantor, Bank of America, N.A. as Administrative Agent and lender, and the other lenders party thereto (filed as Exhibit 10.1 to Form 8-K filed October 14, 2014 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.42
|
Amended and Restated Bridge Credit Agreement, dated as of March 31, 2015, by and among STERIS Corporation and New STERIS Limited, as borrowers and guarantors, various U.S. subsidiaries of STERIS Corporation, as guarantors, Solar U.S. Parent Co., as retiring borrower, Bank of America, N.A., as Administrative Agent and lender, JPMorgan Chase Bank, N.A., as Syndication Agent and lender, KeyBank National Association, as Documentation Agent and lender, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and KeyBanc Capital Markets Inc., as Joint Lead Arrangers and Joint Bookrunners (filed as Exhibit 10.2 to Form 8-K filed April 2, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.43
|
First Amendment, dated as of May 29, 2015, by and among STERIS Corporation and New STERIS Limited, as borrowers and guarantors, various U.S. subsidiaries of STERIS Corporation, as guarantors, Bank of America, N.A., as Administrative Agent, and the various financial institutions parties thereto, as lenders, to Amended and Restated 364-Day Bridge Credit Agreement dated March 31, 2015 (filed as Exhibit 10.1 to Form 8-K filed June 1, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.44
|
Credit Agreement, dated as of March 31, 2015, by and among STERIS Corporation and New STERIS Limited, as borrowers, various U.S. subsidiaries of STERIS Corporation, as guarantors, various financial institutions, as lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., KeyBank National Association and PNC Bank, National Association, as Syndication Agents, Santander Bank, N.A., The Bank of Tokyo Mitsubishi UFJ, Ltd., Sumitomo Mitsui Banking Corporation and DNB Capital LLC, as Documentation Agents, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and KeyBank National Association, as Joint Lead Arrangers and Joint Bookrunners (filed as Exhibit 10.1 to Form 8-K filed April 2, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.45
|
First Amendment, dated as of May 29, 2015, by and among STERIS Corporation, as borrower and guarantor, New STERIS Limited, as borrower, various U.S. subsidiaries of STERIS Corporation, as guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, and the various financial institutions parties thereto, as lenders, to Credit Agreement dated March 31, 2015 (filed as Exhibit 10.2 to Form 8-K filed June 1, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.46
|
Guaranty Joinder Agreement dated September 9, 2015 by General Econopak, Inc. in favor of JPMorgan Chase Bank, N.A. (filed as Exhibit 10.10 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).
|
|
|
10.47
|
Guarantor Joinder Agreement dated November 2, 2015 by Solar New US Holding Co, LLC, Solar New US Parent Co, LLC and Solar New US Acquisition Co, LLC in favor of JPMorgan Chase Bank, N.A.
|
|
|
10.48
|
Guarantor Joinder Agreement dated January 12, 2016 by Synergy Health Holdings Limited, Synergy Health Sterilisation UK Limited, Synergy Health (UK) Limited, Synergy Health Investments Limited and Synergy Health US Holdings Limited in favor of JPMorgan Chase Bank, N.A.
|
|
|
10.49
|
First Amendment, dated as of March 31, 2015, to Note Purchase Agreement dated as of August 15, 2008, among STERIS Corporation and each of the institutions party thereto (filed as Exhibit 10.5 to Form 8-K filed April 2, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.50
|
Affiliate Guaranty, dated as of March 31, 2015, by STERIS Corporation and each of American Sterilizer Company, Integrated Medical Systems International, Inc., STERIS Europe, Inc., STERIS Inc., United States Endoscopy Group, Inc., Isomedix Inc. and Isomedix Operations Inc., of the August 15, 2008 Note Purchase Agreements, as amended and restated, and Notes issued pursuant thereto (filed as Exhibit 10.6 to Form 8-K filed April 2, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.51
|
Guaranty Supplement dated September 9, 2015 by General Econopak, Inc. and STERIS Corporation of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation August 15, 2008 Note Purchase Agreements as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.10 to STERIS plc Form 10-Q for the fiscal quarter ending December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).
|
|
|
10.52
|
Guaranty Supplement dated November 2, 2015 by Solar New US Holding Co, LLC, Solar New US Parent Co, LLC and Solar New US Acquisition Co, LLC and STERIS Corporation of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation August 15, 2008 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto.
|
|
|
10.53
|
Guaranty Supplement dated January 12, 2016 by Synergy Health Holdings Limited, Synergy Health Sterilisation UK Limited, Synergy Health (UK) Limited, Synergy Health Investments Limited and Synergy Health US Holdings Limited of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation August 15, 2008 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto.
|
|
|
10.54
|
First Amendment, dated as of March 31, 2015, to Note Purchase Agreements dated as of December 4, 2012, among STERIS Corporation and each of the institutions party thereto (filed as Exhibit 10.7 to Form 8-K filed April 2, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.55
|
Affiliate Guaranty, dated as of March 31, 2015, by STERIS Corporation and each of American Sterilizer Company, Integrated Medical Systems International, Inc., STERIS Europe, Inc., STERIS Inc., United States Endoscopy Group, Inc., Isomedix Inc. and Isomedix Operations Inc., of the December 4, 2012 Note Purchase Agreements, as amended and restated, and Notes issued pursuant thereto (filed as Exhibit 10.8 to Form 8-K filed April 2, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.56
|
Guaranty Supplement dated September 9, 2015 by General Econopak, Inc. and STERIS Corporation of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation December 4, 2012 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto (filed as Exhibit 10.11 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).
|
|
|
10.57
|
Guaranty Supplement dated November 2, 2015 by Solar New US Holding Co, LLC, Solar New US Parent Co, LLC and Solar New US Acquisition Co, LLC and STERIS Corporation of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation December 4, 2012 Note Purchase Agreements, as amended and restated, and of the Notes issued pursuant thereto.
|
|
|
10.58
|
Guaranty Supplement dated January 12, 2016 by Synergy Health Holdings Limited, Synergy Health Sterilisation UK Limited, Synergy Health (UK) Limited, Synergy Health Investments Limited and Synergy Health US Holdings Limited of Affiliate Guaranty dated as of March 31, 2015 of STERIS Corporation December 4, 2012 Note Purchase Agreements, as amended and restated and of the Notes issued pursuant thereto.
|
|
|
10.59
|
Note Purchase Agreement dated as of May 15, 2015, among STERIS Corporation and each of the institutions party thereto (filed as Exhibit 10.1 to Form 8-K of STERIS Corporation filed May 18, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.60
|
Affiliate Guaranty, dated as of May 15, 2015, by STERIS Corporation and each of American Sterilizer Company, Integrated Medical Systems International, Inc., STERIS Europe, Inc., STERIS Inc., United States Endoscopy Group, Inc., Isomedix Inc. and Isomedix Operations Inc., of STERIS Corporation May 15, 2015 Note Purchase Agreement and Notes issued pursuant thereto (filed as Exhibit 10.2 to Form 8-K of STERIS Corporation filed May 18, 2015 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.61
|
Guaranty Supplement dated September 9, 2015 by General Econopak, Inc. and STERIS Corporation of Affiliate Guaranty dated as of May 15, 2015 of STERIS Corporation May 15, 2015 Note Purchase Agreement and of the Notes issued pursuant thereto (filed as Exhibit 10.12 to STERIS plc Form 10-Q for the fiscal quarter ended December 31, 2015 (Commission File No. 1-37614), and incorporated herein by reference).
|
|
|
10.62
|
Guaranty Supplement dated November 2, 2015 by Solar New US Holding Co, LLC, Solar New US Parent Co, LLC and Solar New US Acquisition Co, LLC and STERIS Corporation of Affiliate Guaranty dated as of May 15, 2015 of STERIS Corporation May 15, 2015 Note Purchase Agreement and of the Notes issued pursuant thereto.
|
|
|
10.63
|
Guaranty Supplement dated January 12, 2016 by Synergy Health Holdings Limited, Synergy Health Sterilisation UK Limited, Synergy Health (UK) Limited, Synergy Health Investments Limited and Synergy Health US Holdings Limited of STERIS Corporation May 15, 2015 Note Purchase Agreement and of the Notes issued pursuant thereto.
|
|
|
10.64
|
Stock Purchase Agreement dated July 16, 2012 by and among STERIS Corporation, United States Endoscopy Group, Inc. and the shareholders party thereto (filed as Exhibit 2.1 to Form 8-K filed August 15, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.65
|
Stock Purchase Agreement dated October 16, 2012 between STERIS Corporation, Richard J. and Michelle A. Schultz, individually and as trustees of certain trusts, such trusts and Spectrum Surgical Instruments Corp. (filed as Exhibit 10.5 to Form 10-Q for the fiscal quarter ended December 31, 2012 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
10.66
|
Stock Purchase Agreement dated March 31, 2014 by and among STERIS Corporation, Integrated Medical Systems International, Inc. and the shareholders party thereto (filed as Exhibit 2.1 to Form 8-K filed May 9, 2014 (Commission File No. 1-14643), and incorporated herein by reference).
|
|
|
|
|
By: ___________________________
|
Signature by electronic acceptance and/or execution of the Acknowledgment and Acceptance form.
|
|
|
1.
|
Issuance of Units.
The Units represent the right of the Grantee to receive from the Company the number of Ordinary Shares, par value £0.10 per share, of the Company’s capital stock (“Ordinary Shares”) equal to the number of Units granted hereby, as provided herein.
|
|
STERIS plc
By:
J. Adam Zangerle
Vice President, General Counsel, and Secretary
|
|
a.
|
If performance is below the threshold level, the bonus achievement percentage will be 0.
|
|
b.
|
If performance is at the target level, the bonus achievement percentage will be at 100%.
|
|
c.
|
If performance is at or above the maximum level, the bonus achievement percentage will be the assigned maximum percentage.
|
Legal Name
|
Type of Entity
|
Jurisdiction of Organization
|
|
|
|
Solar New US Holding Co, LLC
|
limited liability company
|
Delaware
|
Solar New US Parent Co, LLC
|
limited liability company
|
Delaware
|
Solar US Acquisition Co, LLC
|
limited liability company
|
Delaware
|
STERIS plc
|
public limited company
|
England and Wales
|
SYNERGY HEALTH LIMITED
|
|
|
|
By:
/s/ Jonathan Turner
|
|
|
Name: Jonathan Turner
|
|
Title: Secretary
|
SYNERGY HEALTH HOLDINGS LIMITED
SYNERGY HEALTH STERILISATION UK LIMITED
SYNERGY HEALTH (UK) LIMITED
SYNERGY HEALTH INVESTMENTS LIMITED
SYNERGY HEALTH US HOLDINGS LIMITED
|
|
|
|
By:
/s/ Jonathan Turner
|
|
|
Name: Jonathan Turner
|
|
Title: Director
|
By:
/s/ Brendan Korb
|
|
|
Name: Brendan Korb
|
|
Title: Vice President
|
Legal Name
|
Type of Entity
|
Jurisdiction of Organization
|
Synergy Health Limited
|
Private limited company
|
England and Wales
|
Synergy Health Holdings Limited
|
Private limited company
|
England and Wales
|
Synergy Health Sterilisation UK Limited
|
Private limited company
|
England and Wales
|
Synergy Health (UK) Limited
|
Private limited company
|
England and Wales
|
Synergy Health Investments Limited
|
Private limited company
|
England and Wales
|
Synergy Health US Holdings Limited
|
Private limited company
|
England and Wales
|
(1)
|
The names of one or more subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute at the end of fiscal 2016 a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X have been excluded.
|
|
|
Registration
Number
|
Description
|
|
|
333-207721
|
Form S-8 Registration Statement - STERIS plc 2006 Long-Term Equity Incentive Plan, Assumed as Amended and Restated
|
|
|
333-207722
|
Form S-8 Registration Statement - STERIS Corporation 401(k) Plan
|
|
|
/s/ R
ICHARD
C. B
REEDEN
|
|
/s/ B
RUCE
A. E
DWARDS
|
Richard C. Breeden, Director
|
|
Bruce A. Edwards, Director
|
|
|
|
/s/ C
YNTHIA
L. F
ELDMANN
|
|
/s/ J
ACQUELINE
B. K
OSECOFF
|
Cynthia L. Feldmann, Director
|
|
Jacqueline B. Kosecoff, Director
|
|
|
|
/s/ D
AVID
B. L
EWIS
|
|
/s/ K
EVIN
M. M
C
M
ULLEN
|
David B. Lewis, Director
|
|
Kevin M. McMullen, Director
|
|
|
|
/s/ S
IR
D
UNCAN
K. N
ICHOL
|
|
/s/ M
OHSEN
M. S
OHI
|
Sir Duncan K. Nichol, Director
|
|
Mohsen M. Sohi, Director
|
|
|
|
/s/ D
R
. R
ICHARD
M. S
TEEVES
|
|
/s/ J
OHN
P. W
AREHAM
|
Dr. Richard M. Steeves, Director
|
|
John P. Wareham, Chairman of the Board
|
|
|
|
/s/ L
OYAL
W. W
ILSON
|
|
/s/ M
ICHAEL
B. W
OOD
|
Loyal W. Wilson, Director
|
|
Michael B. Wood, Director
|
|
|
|
/s/ M
ICHAEL
J. T
OKICH
|
|
/s/ W
ALTER
M R
OSEBROUGH
, J
R
|
Michael J. Tokich
|
|
Walter M Rosebrough, Jr.
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
President and Chief Executive Officer
|
(Principal Financial and Accounting Officer)
|
|
(Principal Executive Officer), Director
|
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of STERIS plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 31, 2016
|
|
|
/
S
/ W
ALTER
M R
OSEBROUGH
, J
R
.
|
|
Walter M Rosebrough, Jr.
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of STERIS plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 31, 2016
|
|
|
/
S
/ M
ICHAEL
J. T
OKICH
|
|
Michael J. Tokich
Senior Vice President, Chief Financial Officer and Treasurer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
|
|
/
S
/ W
ALTER
M R
OSEBROUGH
, J
R
.
|
Name:
|
|
Walter M Rosebrough, Jr.
|
Title:
|
|
President and Chief Executive Officer
|
|
|
|
|
|
/
S
/ M
ICHAEL
J. T
OKICH
|
Name:
|
|
Michael J. Tokich
|
Title:
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|