Stockholders' Equity and Noncontrolling Interests

9 Months Ended

Dec. 31, 2017

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Stockholders' Equity and Noncontrolling Interests

Stockholders’ Equity and Noncontrolling Interests

Common Stock

The following demonstrates the change in the number of shares of common stock outstanding during the nine months ended December 31, 2017:

Shares outstanding as of March 31, 2017	43,447,536
Purchase of treasury stock	(1,540,093	)
Shares issued towards equity-based compensation plans, net of equity awards surrendered for option price and taxes	219,374
Shares outstanding as of December 31, 2017	42,126,817

Accelerated Share Repurchase

During the second quarter of fiscal 2018, the Company entered into an accelerated share repurchase agreement (“ASR”) with a major financial institution to repurchase up to $100,000 of its common stock. The Company prepaid $100,000 and received an initial delivery of 1,278,976 shares with a fair market value of approximately $80,000. The ASR is accounted for as a treasury stock repurchase, reducing the weighted average number of basic and diluted shares outstanding by the 1,278,976 shares initially received, and as a forward contract indexed to the Company's own common shares to reflect the future settlement provisions. Because the maximum repurchase will be $100,000, as of December 31, 2017, $20,000 representing the difference between the fair value of shares delivered and the maximum notional amount of $100,000, is accounted for as an equity instrument and is included in additional paid-in capital. The ASR is not accounted for as a derivative instrument.

No shares were received pursuant to the ASR during the current quarter.

On January 9, 2018, the ASR was settled, and the Company received an additional 216,738 shares. See Note 15 - Subsequent Events, for more information.

Treasury Stock

During the nine months ended December 31, 2017, the Company also acquired 261,117 shares for $21,191 through open market purchases.

At December 31, 2017 and March 31, 2017, the Company held 12,463,367 and 10,923,274 shares as treasury stock, respectively.

Accumulated Other Comprehensive Income (“AOCI ”)

The components of AOCI, net of tax, as of December 31, 2017 and March 31, 2017, are as follows:

	March 31, 2017			Before Reclassifications			Amounts Reclassified from AOCI		December 31, 2017
Pension funded status adjustment	$	(25,555	)	$	—		$	996	$	(24,559	)
Net unrealized gain (loss) on derivative instruments	1,975			(309		)	338		2,004
Foreign currency translation adjustment	(129,244		)	86,782			—		(42,462		)
Accumulated other comprehensive (loss) income	$	(152,824	)	$	86,473		$	1,334	$	(65,017	)

The following table presents reclassifications from AOCI during the third quarter ended December 31, 2017:

Components of AOCI	Amounts Reclassified from AOCI			Location of (Gain) Loss Recognized on Income Statement
Derivatives in cash flow hedging relationships:
Net gain on cash flow hedging derivative instruments	$	(455	)	Cost of goods sold
Tax expense	168
Net gain on derivative instruments, net of tax	$	(287	)
Defined benefit pension costs:
Prior service costs and deferrals	$	434		Net periodic benefit cost, included in cost of goods sold and operating expenses - See Note 10
Tax benefit	(103		)
Net periodic benefit cost, net of tax	$	331

The following table presents reclassifications from AOCI during the third quarter ended January 1, 2017:

Components of AOCI	Amounts Reclassified from AOCI			Location of (Gain) Loss Recognized on Income Statement
Derivatives in cash flow hedging relationships:
Net gain on cash flow hedging derivative instruments	$	(1,431	)	Cost of goods sold
Tax expense	528
Net gain on derivative instruments, net of tax	$	(903	)
Defined benefit pension costs:
Prior service costs and deferrals	$	314		Net periodic benefit cost, included in cost of goods sold and operating expenses - See Note 10
Tax benefit	(116		)
Net periodic benefit cost, net of tax	$	198

The following table presents reclassifications from AOCI during the nine months ended December 31, 2017:

Components of AOCI	Amounts Reclassified from AOCI			Location of (Gain) Loss Recognized on Income Statement
Derivatives in cash flow hedging relationships:
Net loss on cash flow hedging derivative instruments	$	537		Cost of goods sold
Tax benefit	(199		)
Net loss on derivative instruments, net of tax	$	338
Defined benefit pension costs:
Prior service costs and deferrals	$	1,304		Net periodic benefit cost, included in cost of goods sold and operating expenses - See Note 10
Tax benefit	(308		)
Net periodic benefit cost, net of tax	$	996

The following table presents reclassifications from AOCI during the nine months ended January 1, 2017:

Components of AOCI	Amounts Reclassified from AOCI			Location of (Gain) Loss Recognized on Income Statement
Derivatives in cash flow hedging relationships:
Net gain on cash flow hedging derivative instruments	$	(2,481	)	Cost of goods sold
Tax expense	915
Net gain on derivative instruments, net of tax	$	(1,566	)
Defined benefit pension costs:
Prior service costs and deferrals	$	1,096		Net periodic benefit cost, included in cost of goods sold and operating expenses - See Note 10
Tax benefit	(349		)
Net periodic benefit cost, net of tax	$	747

The following demonstrates the change in equity attributable to EnerSys stockholders and nonredeemable noncontrolling interests during the nine months ended December 31, 2017:

	Equity Attributable to EnerSys Stockholders			Nonredeemable Noncontrolling Interests		Total Equity
Balance as of March 31, 2017	$	1,103,456		$	4,913	$	1,108,369
Total comprehensive income:
Net earnings	65,576			118		65,694
Net unrealized gain on derivative instruments, net of tax	29			—		29
Pension funded status adjustment, net of tax	996			—		996
Foreign currency translation adjustment	86,782			119		86,901
Total other comprehensive gain, net of tax	87,807			119		87,926
Total comprehensive income	153,383			237		153,620
Other changes in equity:
Purchase of treasury stock including ASR	(121,191		)	—		(121,191		)
Cash dividends - common stock ($0.525 per share)	(22,339		)	—		(22,339		)
Other, including activity related to equity awards	7,515			—		7,515
Balance as of December 31, 2017	$	1,120,824		$	5,150	$	1,125,974