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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________________________
FORM 10-Q
(Mark one)
 
 
 
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended December 31, 2016
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to
Commission File Number: 001-35475
_________________________________________________
REXNORD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
20-5197013
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
 
 
 
247 Freshwater Way, Suite 300, Milwaukee, WI
 
53204
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (414) 643-3739

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   o

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
x
Accelerated filer
o
 
 
 
 
Non-accelerated filer
o
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes  o    No   x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 
Class
 
Outstanding at January 27, 2017
Rexnord Corporation Common Stock, $0.01 par value per share
 
103,426,972 shares



Table of Contents

TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
Item 1.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
Item 1.
 
 
 
Item 2.
 
 
 
Item 6.
 
 
 
 
 


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Private Securities Litigation Reform Act Safe Harbor Statement
 
Our disclosure and analysis in this report concerning our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding our business and the realization of sales from our backlog, include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. Although these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flows, research and development costs, working capital and capital expenditures, they are subject to risks and uncertainties that are described more fully in our Annual Report on Form 10-K for the year ended March 31, 2016 in Part I, Item 1A, “Risk Factors” and in Part I under the heading "Cautionary Notice Regarding Forward-Looking Statements." Accordingly, we can give no assurance that we will achieve the results anticipated or implied by our forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

General

Our fiscal year is the year ending March 31 of the corresponding calendar year. For example, our fiscal year 2017, or fiscal 2017, means the period from April 1, 2016 to March 31, 2017, and the third quarter of fiscal 2017 and 2016 mean the fiscal quarters ended December 31, 2016 and December 31, 2015, respectively.


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PART I - FINANCIAL INFORMATION

ITEM  1.
FINANCIAL STATEMENTS

Rexnord Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(in Millions, except share amounts)
(Unaudited) 
 
 
December 31, 2016
 
March 31, 2016
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
429.3

 
$
484.6

Receivables, net
 
279.9

 
317.6

Inventories, net
 
339.1

 
327.2

Income tax receivable
 
19.8

 
1.8

Other current assets
 
37.4

 
44.9

Total current assets
 
1,105.5

 
1,176.1

Property, plant and equipment, net
 
408.1

 
397.2

Intangible assets, net
 
562.9

 
520.9

Goodwill
 
1,313.0

 
1,193.8

Insurance for asbestos claims
 
32.0

 
32.0

Other assets
 
39.5

 
34.8

Total assets
 
$
3,461.0

 
$
3,354.8

Liabilities and stockholders' equity
 
 
 
 
Current liabilities:
 
 
 
 
Current maturities of debt
 
$
16.8

 
$
20.2

Trade payables
 
180.3

 
200.8

Compensation and benefits
 
45.9

 
54.0

Current portion of pension and postretirement benefit obligations
 
4.9

 
5.0

Other current liabilities
 
118.8

 
124.4

Total current liabilities
 
366.7

 
404.4


 
 
 
 
Long-term debt
 
1,610.1

 
1,899.9

Pension and postretirement benefit obligations
 
190.3

 
195.5

Deferred income taxes
 
203.3

 
186.0

Reserve for asbestos claims
 
32.0

 
32.0

Other liabilities
 
45.3

 
49.0

Total liabilities
 
2,447.7

 
2,766.8


 
 
 
 
Stockholders' equity:
 
 
 
 
Common stock, $0.01 par value; 200,000,000 shares authorized; shares issued and outstanding: 103,415,393 at December 31, 2016 and 101,435,762 at March 31, 2016
 
1.0

 
1.0

Preferred stock, $0.01 par value; 10,000,000 shares authorized; shares of 5.75% Series A Mandatory Convertible Preferred Stock issued and outstanding: 402,500 at December 31, 2016 and 0 at March 31, 2016
 
0.0

 

Additional paid-in capital
 
1,262.9

 
856.2

Retained deficit
 
(82.9
)
 
(129.6
)
Accumulated other comprehensive loss
 
(167.7
)
 
(139.0
)
Total Rexnord stockholders' equity
 
1,013.3

 
588.6

Non-controlling interest
 

 
(0.6
)
Total stockholders' equity
 
1,013.3

 
588.0

Total liabilities and stockholders' equity
 
$
3,461.0

 
$
3,354.8

See notes to the condensed consolidated financial statements.

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Rexnord Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
(in Millions, except share and per share amounts)
(Unaudited)
 
 
Third Quarter Ended
 
Nine Months Ended
 
 
December 31, 2016
 
December 31, 2015
 
December 31, 2016
 
December 31, 2015
Net sales
 
$
451.8

 
$
460.2

 
$
1,414.6

 
$
1,431.2

Cost of sales
 
298.8

 
301.9

 
922.2

 
933.8

Gross profit
 
153.0

 
158.3

 
492.4

 
497.4

Selling, general and administrative expenses
 
99.9

 
89.1

 
313.1

 
286.4

Restructuring and other similar charges
 
11.7

 
6.1

 
21.7

 
10.7

Amortization of intangible assets
 
8.6

 
14.6

 
33.7

 
43.1

Income from operations
 
32.8

 
48.5

 
123.9

 
157.2

Non-operating expense:
 
 
 
 
 
 
 
 
Interest expense, net
 
(22.9
)
 
(24.5
)
 
(69.4
)
 
(68.0
)
Loss on the extinguishment of debt
 
(7.8
)
 

 
(7.8
)
 

Other expense, net
 
(0.7
)
 
(1.1
)
 
(3.3
)
 
(2.5
)
Income before income taxes
 
1.4

 
22.9

 
43.4

 
86.7

(Benefit) provision for income taxes
 
(1.8
)
 
(1.4
)
 
(3.3
)
 
18.6

Net income
 
3.2

 
24.3

 
46.7

 
68.1

Non-controlling interest loss
 

 
(0.1
)
 

 
(0.2
)
Net income attributable to Rexnord
 
$
3.2

 
$
24.4

 
$
46.7

 
$
68.3

Dividends on preferred stock
 
(1.5
)
 

 
(1.5
)
 

Net income attributable to Rexnord common shareholders
 
$
1.7

 
$
24.4

 
$
45.2

 
$
68.3

 
 
 
 
 
 
 
 
 
Net income per share attributable to Rexnord common shareholders:
 
 
 
 
 
 
 
 
Basic
 
$
0.02

 
$
0.24

 
$
0.44

 
$
0.68

Diluted
 
$
0.02

 
$
0.24

 
$
0.43

 
$
0.66

Weighted-average number of shares outstanding (in thousands):
 
 
 
 
 
 
Basic
 
103,113

 
100,366

 
102,514

 
100,707

Effect of dilutive equity awards
 
1,445

 
2,410

 
1,967

 
2,644

Diluted
 
104,558

 
102,776

 
104,481

 
103,351


Rexnord Corporation and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(in Millions)
(Unaudited)
 
 
Third Quarter Ended
 
Nine Months Ended
 
 
December 31, 2016
 
December 31, 2015
 
December 31, 2016
 
December 31, 2015
Net income attributable to Rexnord
 
$
3.2

 
$
24.4

 
$
46.7

 
$
68.3

Other comprehensive loss:
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
(33.5
)
 
(6.5
)
 
(33.4
)
 
(18.3
)
Unrealized income (loss) on interest rate derivatives, net of tax
 
3.3

 
2.2

 
5.6

 
(2.0
)
Change in pension and other postretirement defined benefit plans, net of tax
 
(0.3
)
 
(0.3
)
 
(0.9
)
 
(0.9
)
Other comprehensive loss, net of tax
 
(30.5
)
 
(4.6
)
 
(28.7
)
 
(21.2
)
Non-controlling interest loss
 

 
(0.1
)
 

 
(0.2
)
Total comprehensive (loss) income
 
$
(27.3
)
 
$
19.7

 
$
18.0

 
$
46.9


See notes to the condensed consolidated financial statements.

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Rexnord Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in Millions)
(Unaudited)
 
 
Nine Months Ended
 
 
December 31, 2016
 
December 31, 2015
Operating activities
 
 
 
 
Net income
 
$
46.7

 
$
68.1

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
 
Depreciation
 
45.4

 
43.0

Amortization of intangible assets
 
33.7

 
43.1

Amortization of deferred financing costs
 
1.9

 
1.6

Loss on the extinguishment of debt
 
7.8

 

Non-cash asset impairment
 
1.6

 
2.9

Loss (gain) on dispositions of long-lived assets
 
0.2

 
(0.2
)
Deferred income taxes
 
(15.9
)
 
7.1

Other non-cash charges
 
(3.3
)
 
5.2

Stock-based compensation expense
 
9.8

 
5.8

Changes in operating assets and liabilities:
 

 

Receivables
 
33.1

 
38.9

Inventories
 
(5.1
)
 
5.2

Other assets
 
(7.2
)
 
1.3

Accounts payable
 
(21.4
)
 
(46.9
)
Accruals and other
 
(5.2
)
 
(24.9
)
Cash provided by operating activities
 
122.1

 
150.2

 
 
 
 
 
Investing activities
 
 
 
 
Expenditures for property, plant and equipment
 
(44.0
)
 
(26.4
)
Acquisitions, net of cash acquired
 
(213.7
)
 
1.1

Proceeds from dispositions of long-lived assets
 
1.9

 
4.8

Cash used for investing activities
 
(255.8
)
 
(20.5
)
 
 
 
 
 
Financing activities
 
 
 
 
Proceeds from borrowings of long-term debt
 
1,590.3

 

Repayments of long-term debt
 
(1,881.8
)
 
(14.7
)
Proceeds from borrowings of short-term debt
 
16.1

 
0.9

Repayments of short-term debt
 
(19.5
)
 
(4.6
)
Payment of debt issuance costs
 
(10.6
)
 
(0.9
)
Proceeds from exercise of stock options
 
9.6

 

Deferred acquisition payment
 
(5.7
)
 

Proceeds from issuance of preferred stock, net of direct offering costs
 
390.2

 

Repurchase of Company common stock
 

 
(40.0
)
Excess tax benefit on exercise of stock options
 

 
0.9

Cash provided by (used for) financing activities
 
88.6

 
(58.4
)
Effect of exchange rate changes on cash and cash equivalents
 
(10.2
)
 
(5.2
)
(Decrease) increase in cash and cash equivalents
 
(55.3
)
 
66.1

Cash and cash equivalents at beginning of period
 
484.6

 
370.3

Cash and cash equivalents at end of period
 
$
429.3

 
$
436.4


See notes to the condensed consolidated financial statements.

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Rexnord Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
December 31, 2016
(Unaudited)

1. Basis of Presentation and Significant Accounting Policies

The unaudited condensed consolidated financial statements included herein have been prepared by Rexnord Corporation (“Rexnord” or the "Company"), in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
In the opinion of management, the condensed consolidated financial statements include all adjustments necessary for a fair presentation of the results of operations for the interim periods. Results for the interim periods are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2017. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's fiscal 2016 Annual Report on Form 10-K.
The Company
Rexnord is a growth-oriented, multi-platform industrial company with what it believes to be leading market shares and highly-trusted brands that serve a diverse array of global end markets. The Company's heritage of innovation and specification have allowed it to provide highly-engineered, mission-critical solutions to customers for decades and affords the privilege of having long-term, valued relationships with market leaders. The Company operates in a disciplined way and its Rexnord Business System (“RBS”) is the operating philosophy. Grounded in the spirit of continuous improvement, RBS creates a scalable, process-based framework that focuses on driving superior customer satisfaction and financial results by targeting world-class operating performance throughout all aspects of its business.
The Process & Motion Control platform designs, manufactures, markets and services a comprehensive range of specified, highly-engineered mechanical components used within complex systems where our customers' reliability requirements and costs of failure or downtime are high. The Process & Motion Control portfolio includes motion control products, shaft management products, aerospace components, and related value-added services.
The Water Management platform designs, procures, manufactures, and markets products that provide and enhance water quality, safety, flow control and conservation. The Water Management product portfolio includes professional grade water control and safety, water distribution and drainage, finish plumbing, and site works products for primarily nonresidential buildings and flow control products for water and wastewater treatment infrastructure markets.
Recent Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company elected to early adopt this standard in the first quarter of fiscal 2017. The impact of the adoption of this standard resulted in the following:
The Company recorded a benefit of $2.7 million and $7.4 million within income tax expense for the three and nine months ended December 31, 2016, respectively, related to the net excess tax benefit on stock options, restricted stock units and performance stock units. Prior to adoption, these amounts would have been recorded as a reduction of additional paid-in capital. This change may create volatility in the Company's effective tax rate.
The Company no longer reclassifies the excess tax benefit from operating activities to financing activities in the condensed consolidated statements of cash flows. The Company elected to apply this change prospectively and thus prior periods have not been adjusted.
The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of its diluted earnings per share for the three and nine months ended December 31, 2016. This increased the diluted weighted average common shares outstanding by approximately 0.2 million and 0.4 million shares, respectively.

In February 2015, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02''), which requires lessees to recognize lease assets and lease liabilities for all leases on the balance sheets. ASU 2016-02 is effective beginning for the Company's

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fiscal 2020 and interim periods included therein on a modified retrospective basis. The Company is currently evaluating the impact this guidance will have on its financial statements upon adoption.    
In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory ("ASU 2015-11"). ASU 2015-11 requires inventory to be measured at the lower of cost and net realizable value, which is defined as the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. Under existing guidance, net realizable value is one of several calculations needed to measure inventory at lower of cost or market and as such, the new guidance reduces the complexity in measurement. ASU 2015-11 is effective for the Company's first quarter of fiscal 2018, with early adoption permitted, and must be applied prospectively. The Company is currently evaluating the impact of the adoption of this requirement on the condensed consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09") in order to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards. The guidance specifies revenue should be recognized in the amount that reflects the consideration the company expects to be entitled to in exchange for the transfer of promised goods or services to customers. ASU 2014-09 will be effective for the Company in the first quarter of fiscal 2019 and allows for full retrospective adoption applied to all periods presented or retrospective adoption with the cumulative effect of initially applying this update recognized at the date of initial application. The Company is currently evaluating the method of adoption and the potential impact adoption will have on its condensed consolidated financial statements.


    


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2. Acquisitions
On June 1, 2016, the Company acquired Cambridge International Holdings Corp. ("Cambridge") for a cash purchase price of $213.4 million. The purchase price consisted of an enterprise value of $210.0 million, excluding transaction costs and net of cash acquired, plus additional consideration of $3.4 million related to the acquisition of certain tax benefits and real property classified as held for sale at the acquisition date. During the second quarter of fiscal 2017, the Company received a cash payment of $0.7 million from the sellers in connection with finalizing the acquisition date trade working capital, which is reflected in the additional consideration above. Cambridge, with operations in Cambridge, Maryland and Matamoros, Mexico, is one of the world's largest suppliers of metal conveying and engineered woven metal solutions, primarily used in food processing end markets, as well as in architectural, packaging and filtration applications. The acquisition of Cambridge expanded the Company's presence in consumer-driven end markets in the Process & Motion Control platform.
The Company's results of operations include the acquired operations subsequent to June 1, 2016. Pro-forma results of operations and certain other U.S. GAAP disclosures related to the acquisition have not been presented because they are not material to the Company's condensed consolidated statements of operations and financial position.
The acquisition of Cambridge was accounted for as a business combination and recorded by allocating the purchase price to the fair value of assets acquired and liabilities assumed at the acquisition date. The excess of the acquisition purchase price over the fair value assigned to the assets acquired and liabilities assumed was recorded as goodwill. Since the initial acquisition, the Company adjusted the purchase price allocation by increasing goodwill by $2.3 million in connection with the establishment of income tax positions and the refinement of the fair value assigned to acquired fixed and intangible assets within the opening balance sheet, partially offset by the working capital true-up. After incorporating the changes described above, the purchase price allocation resulted in non-tax deductible goodwill of $128.6 million, other intangible assets of $80.7 million and other net assets of $4.1 million. The purchase price allocation remains preliminary and subject to final valuation adjustments that will be completed within the one year period following the acquisition date.
During the third quarter of fiscal 2017, the Company settled the $5.4 million deferred acquisition payment associated with the fiscal 2015 acquisition of Tollok S.p.A.
During the first quarter of fiscal 2017, the Company acquired the remaining non-controlling interest in a Water Management joint venture for a cash purchase price of approximately $0.3 million, net of cash acquired and excluding transaction costs. The acquisition of the remaining minority interest was not material to the Company's condensed consolidated statements of operations or financial position.


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3. Restructuring and Other Similar Charges
During fiscal 2017, the Company continued to execute various restructuring actions. These initiatives were implemented to drive efficiencies and reduce operating costs while also modifying the Company's footprint to reflect changes in the markets it serves, the impact of acquisitions on the Company's overall manufacturing capacity and the refinement of its overall product portfolio. These restructuring actions primarily resulted in workforce reductions, lease termination costs, and other facility rationalization costs. Management expects to continue executing initiatives to optimize its operating margin and manufacturing footprint as well as select product-line rationalizations. As such, the Company expects further expenses related to workforce reductions, potential impairment or accelerated depreciation of assets, lease termination costs, and other facility rationalization costs. The Company's restructuring plans are preliminary and related expenses are not yet estimable.
The following table summarizes the Company's restructuring and other similar charges during the three and nine months ended December 31, 2016 and December 31, 2015 by classification of operating segment (in millions):
 
 
Restructuring and Other Similar Charges
Three Months Ended December 31, 2016
 
 
Process & Motion Control
 
Water Management
 
Corporate
 
Consolidated
Employee termination benefits
 
$
5.1

 
$
1.7

 
$

 
$
6.8

Asset impairment charges (1)
 
1.6

 

 

 
1.6

Contract termination and other associated costs
 
1.9

 
1.4

 

 
3.3

Total restructuring and other similar costs
 
$
8.6

 
$
3.1

 
$

 
$
11.7

 
 
Restructuring and Other Similar Charges
Nine Months Ended December 31, 2016
 
 
Process & Motion Control
 
Water Management
 
Corporate
 
Consolidated
Employee termination benefits
 
$
9.6

 
$
5.4

 
$

 
$
15.0

Asset impairment charges (1)
 
1.6

 

 

 
1.6

Contract termination and other associated costs (2)
 
3.4

 
1.7

 

 
5.1

Total restructuring and other similar costs
 
$
14.6

 
$
7.1

 
$

 
$
21.7

 
 
Restructuring and Other Similar Charges
Three Months Ended December 31, 2015
 
 
Process & Motion Control
 
Water Management
 
Corporate
 
Consolidated
Employee termination benefits
 
$
1.3

 
$
1.3

 
$
0.3

 
$
2.9

Asset impairment charges (1)
 

 
2.9

 

 
2.9

Contract termination and other associated costs
 

 
0.3

 

 
0.3

Total restructuring and other similar costs
 
$
1.3

 
$
4.5

 
$
0.3

 
$
6.1

 
 
Restructuring and Other Similar Charges
Nine Months Ended December 31, 2015
 
 
Process & Motion Control
 
Water Management
 
Corporate
 
Consolidated
Employee termination benefits
 
$
4.1

 
$
2.3

 
$
0.3

 
$
6.7

Asset impairment charges (1)
 

 
2.9

 

 
2.9

Contract termination and other associated costs
 
0.4

 
0.7

 

 
1.1

Total restructuring and other similar costs
 
$
4.5

 
$
5.9

 
$
0.3

 
$
10.7

____________________
(1)
In connection with the ongoing supply chain optimization and footprint repositioning initiatives, the Company has taken several actions to consolidate existing manufacturing facilities and rationalize its product offerings. These actions require the Company to assess whether the carrying amount of impacted long-lived assets will be recoverable as well as whether the remaining useful lives require adjustment. The Company recognized impairment charges associated with these assets during the three and nine months ended of fiscal 2017 and 2016, in the amount of $1.6 million and $2.9 million, respectively. The impairment was determined utilizing independent appraisals of the assets, classified as Level 3 inputs within the Fair Value hierarchy.  Refer to Note 13, Fair Value Measurements for additional information. In addition to the impairment charges recognized above, the Company recognized accelerated depreciation of $3.8 million and $5.2 million during the

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three and nine months ended December 31, 2016, respectively. The Company recognized accelerated depreciation of $1.1 million and $1.5 million during the three and nine months ended December 31, 2015, respectively. Accelerated depreciation is recorded within Cost of sales in the condensed consolidated statements of operations.
(2)
During the second quarter of fiscal 2017, the Company received a $1.0 million cash payment in connection with the sale of certain Rodney Hunt® Fontaine® ("RHF") related intellectual property, which was fully impaired during fiscal 2016 when the Company announced its decision to exit the RHF product line. A gain on the disposition of this intellectual property of $1.0 million was recognized during the nine months ended December 31, 2016 within the Water Management operating segment.

During fiscal 2016, the Company decided to exit product lines sold under the RHF tradename. The Company evaluated the requirements for held for sale and discontinued operations presentation in connection with the decision to exit its flow-control gate product line and determined the product line did not meet the definition provided within the authoritative literature of held for sale or discontinued operations. Pre-tax loss from operations associated with this non-strategic RHF product line were as follows in the three and nine months ended December 31, 2016 and December 31, 2015 (in millions):
Pre-tax Loss
 
 
Three Months Ended
 
 
December 31, 2016
 
December 31, 2015
 
Description
$
(6.5
)
 
$
(10.1
)
 
Includes restructuring and other similar charges of $1.3 million and $3.9 million for the three months ended December 31, 2016 and December 31, 2015, respectively
 
 
 
 
 
Nine Months Ended
 
 
December 31, 2016
 
December 31, 2015
 
 
$
(13.2
)
 
$
(17.7
)
 
Includes restructuring and other similar charges of $3.2 million and $4.5 million for the nine months ended December 31, 2016 and December 31, 2015, respectively

The following table summarizes the activity in the Company's restructuring accrual for the nine months ended December 31, 2016 (in millions):
 
 
Employee termination benefits
 
Asset impairment charge
 
Contract termination and other associated costs
 
Total
Restructuring accrual, March 31, 2016 (1)
 
$
10.5

 
$

 
$
0.3

 
$
10.8

    Charges
 
15.0

 
1.6

 
5.1

 
21.7

    Cash payments (2)
 
(15.0
)
 

 
(4.3
)
 
(19.3
)
    Non-cash charges (3)
 
(2.2
)
 
(1.6
)
 

 
(3.8
)
Restructuring accrual, December 31, 2016 (1)
 
$
8.3

 
$

 
$
1.1

 
$
9.4

____________________
(1)
The restructuring accrual is included in other current liabilities in the condensed consolidated balance sheets.
(2)
Includes the $1.0 million cash payment received in conjunction with the aforementioned disposition of RHF-related intellectual property.
(3)
Included in Employee termination benefits for the nine months ended December 31, 2016 is $2.2 million of contractual termination benefits recognized in fiscal 2017 for enhanced benefits to be provided to certain employees included in the ongoing supply chain optimization and footprint repositioning initiatives. Those amounts are recorded in the Pension and post-retirement benefit obligations within the condensed consolidated balance sheets and are therefore excluded from the restructuring accrual.

4. Income Taxes
The (benefit) provision for income taxes for all periods presented is based on an estimated effective income tax rate for the respective full fiscal years. The estimated annual effective income tax rate is determined excluding the effect of significant discrete items or items that are reported net of their related tax effects. The tax effect of significant discrete items is reflected in the period in which they occur. The Company's income tax expense is impacted by a number of factors, including the amount of taxable earnings derived in foreign jurisdictions with tax rates that are generally lower than the U.S. federal statutory rate, state tax rates in the jurisdictions where the Company does business and the Company's ability to utilize various tax credits and net operating loss (“NOL”) carryforwards.
The Company regularly reviews its deferred tax assets for recoverability and establishes valuation allowances based on historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences, as

11

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deemed appropriate. In addition, all other available positive and negative evidence is taken into consideration for purposes of determining the proper balances of such valuation allowances. As a result of this review, the Company continues to maintain valuation allowances against the deferred tax assets relating to certain foreign and state net operating loss carryforwards. Future changes to the balances of these valuation allowances, as a result of this continued review and analysis by the Company, could result in a material impact to the financial statements for such period of change.
The income tax benefit was $1.8 million in the third quarter of fiscal 2017 compared to an income tax benefit of $1.4 million in the third quarter of fiscal 2016. The effective income tax rate for the third quarter of fiscal 2017 was (128.6)% versus (6.1)% in the third quarter of fiscal 2016. The income tax benefit recorded on income before income taxes for the third quarter of fiscal 2017 was primarily due to excess tax benefits associated with share-based payments (in conjunction with the early adoption of ASU 2016-09, see Note 1, Recent Accounting Pronouncements), the recognition of net tax benefits associated with U.S. research and development credits and the Domestic Production Activities Deduction (DPAD), partially offset with the recognition of income tax expense relating to various foreign income tax audits. The income tax benefit recorded on income before income taxes for the third quarter of fiscal 2016 was primarily due to the recognition of certain, previously unrecognized tax benefits due to the lapse of the applicable statutes of limitations, as well as the accrual of Domestic Production Activities Deduction (DPAD) and the recognition of certain foreign branch-related losses for U.S. income tax purposes.
The income tax benefit recorded in the first nine months of fiscal 2017 was $3.3 million compared to an income tax provision of $18.6 million in the first nine months of fiscal 2016. The effective income tax rate for the first nine months of fiscal 2017 was (7.6)% versus 21.5% in the first nine months of fiscal 2016. The income tax benefit recorded on income before income taxes for the first nine months of fiscal 2017 was primarily due to excess tax benefits associated with share-based payments (in conjunction with the early adoption of ASU 2016-09, see Note 1,Recent Accounting Pronouncements), the recognition of net tax benefits associated with U.S. research and development credits, the recognition of a worthless stock and bad debt deduction for U.S. income tax purposes relating to an insolvent foreign subsidiary and the recognition of excess U.S. foreign tax credits, partially offset with the recognition of income tax expense relating to various foreign income tax audits. The effective income tax rate for the first nine months of fiscal 2016 was below the U.S. federal statutory rate of 35% primarily due to the accrual of Domestic Production Activities Deduction (DPAD), the recognition of certain foreign branch-related losses for U.S. income tax purposes and the recognition of certain, previously unrecognized tax benefits due to the lapse of the applicable statutes of limitations.
At December 31, 2016, the Company had an $18.1 million liability for unrecognized net income tax benefits. At March 31, 2016, the Company’s total liability for unrecognized net income tax benefits was $15.6 million. The Company recognizes accrued interest and penalties related to unrecognized income tax benefits in income tax expense. As of December 31, 2016 and March 31, 2016, the total amount of gross, unrecognized income tax benefits included $4.5 million and $3.8 million of accrued interest and penalties, respectively. The Company recognized $0.3 million of net interest and penalties as income tax expense during the nine months ended December 31, 2016. As a result of the lapse of certain statutes of limitations, the Company recognized $5.0 million of net interest and penalties as income tax benefit during the nine months ended December 31, 2015.
The Company conducts business in multiple locations within and outside the U.S. Consequently, the Company is subject to periodic income tax examinations by domestic and foreign income tax authorities. Currently, the Company is undergoing routine, periodic income tax examinations in both domestic and foreign jurisdictions (including a review of specific items on certain corporate income tax returns of the Company’s Netherlands subsidiaries' for the tax years ended March 31, 2011 through 2013). In addition, a number of the Company's German subsidiaries are currently under examination for their German corporate and trade tax returns for the tax years ended March 31, 2011 through 2014. During the third quarter ended December 31, 2016, the Company completed an examination of certain of its Italian subsidiaries’ corporate income tax returns for the tax years ended March 31, 2014 through 2016 and paid approximately $0.7 million upon the conclusion of such examination. During the second quarter of fiscal 2016, the U.S. Internal Revenue Service completed an income tax examination of the Company’s U.S. Consolidated federal income tax return for the tax year ended March 31, 2013. The conclusion of the audit resulted in no changes to previously reported taxable income or income tax for such return. It appears reasonably possible that the amounts of unrecognized income tax benefits could change in the next twelve months upon conclusion of the Company’s current ongoing examinations; however, any potential payments of income tax, interest and penalties are not expected to be significant to the Company's consolidated financial statements. With certain exceptions, the Company is no longer subject to U.S. federal income tax examinations for tax years ending prior to March 31, 2014, state and local income tax examinations for years ending prior to fiscal 2013 or significant foreign income tax examinations for years ending prior to fiscal 2012. With respect to the Company's U.S. federal NOL carryforward (which was fully utilized for the tax year ended March 31, 2015), the short tax period from July 21, 2006 to March 31, 2007 (due to the change in control when Apollo Management, L.P. acquired the Company) and the tax years ended March 31, 2008 through March 31, 2013 are open under statutes of limitations; whereby, the Internal Revenue Service may not adjust the income tax liability for these years, but may reduce the NOL carryforward and any other tax attribute carryforwards to currently open tax years.





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5. Earnings per Share

The following table presents the basis for income per share computations (in millions, except share amounts):

 
 
Three Months Ended
 
Nine Months Ended
 
 
December 31, 2016
 
December 31, 2015
 
December 31, 2016
 
December 31, 2015
Numerator:
 
 
 
 
 
 
 
 
Net income
 
$
3.2

 
$
24.3

 
$
46.7

 
$
68.1

Less: Non-controlling interest loss
 

 
(0.1
)
 

 
(0.2
)
Less: Dividends on preferred stock
 
(1.5
)
 

 
(1.5
)
 

Net income attributable to Rexnord common shareholders
 
$
1.7

 
$
24.4

 
$
45.2

 
$
68.3

 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
Weighted average common shares outstanding, basic
 
103,113

 
100,366

 
102,514

 
100,707

Effect of dilutive common shares equivalents
 
1,445

 
2,410

 
1,967

 
2,644

Weighted average common shares outstanding, dilutive
 
104,558

 
102,776

 
104,481

 
103,351


For the three and nine months ended December 31, 2016, diluted weighted average common shares outstanding do not include outstanding equity awards of 5.5 and 5.3 million common shares, respectively, and also do not include shares of preferred stock that are convertible into 5.1 and 1.7 million common shares, respectively, because to do so would have been anti-dilutive. For the three and nine months ended December 31, 2015, diluted weighted average common shares outstanding do not include outstanding equity awards of 3.6 million and 3.0 million common shares, respectively, because to do so would have been anti-dilutive.

6. Stockholders' Equity

Stockholders' equity consists of the following (in millions):
 
Preferred Stock
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Non-controlling Interest (1)
 
Total
Stockholders’
Equity
Balance at March 31, 2016
$

 
$
1.0

 
$
856.2

 
$
(129.6
)
 
$
(139.0
)
 
$
(0.6
)
 
$
588.0

Total comprehensive income (loss)

 

 

 
46.7

 
(28.7
)
 

 
18.0

Acquisition of non-controlling interest
 
 

 
(0.9
)
 

 

 
0.6

 
(0.3
)
Stock-based compensation expense

 

 
9.8

 

 

 

 
9.8

Exercise of stock options, net of shares surrendered

 

 
9.6

 

 

 

 
9.6

Issuance of preferred stock, net of direct offering costs

 

 
389.7

 

 

 

 
389.7

Dividends on preferred stock

 

 
(1.5
)
 

 

 

 
(1.5
)
Balance at December 31, 2016
$
0.0

 
$
1.0

 
$
1,262.9

 
$
(82.9
)
 
$
(167.7
)
 
$

 
$
1,013.3

____________________
(1) Represented a 49% non-controlling interest in a Water Management joint venture. During the first quarter of fiscal 2017, the Company acquired the remaining non-controlling interest for a cash purchase price of $0.3 million. See Note 2 for additional information.

Preferred Stock
On December 7, 2016, the Company issued 8,050,000 depositary shares, each of which represents a 1/20th interest in a share of 5.75% Series A Mandatory Convertible Preferred Stock (the "Series A Preferred Stock"), for an offering price of $20.99 per depository share. The Company issued an aggregate of 402,500 shares of Series A Preferred Stock in connection therewith. Unless converted earlier, each share of Series A Preferred Stock will convert automatically on the mandatory conversion date, which is November 15, 2019, into between 39.7020 and 47.6420 shares of the Company’s common stock, subject to customary anti-dilution adjustments. The number of shares of common stock issuable upon conversion will be determined based on a defined

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average volume weighted average price per share of the Company’s common stock preceding November 15, 2019. Holders of the Series A Preferred Stock may elect on a voluntary basis to convert their shares into common stock at the minimum exchange ratio at any time prior to the mandatory conversion date.
Dividends accumulate from the issuance date. Rexnord may pay such dividends in cash or, subject to certain limitations, by delivery of shares of the Company's common stock or through any combination of cash and shares of the Company's common stock as determined by the Company in its sole discretion. Any unpaid dividends will continue to accumulate. Dividends are payable quarterly, commencing on February 15, 2017 and ending on November 15, 2019. The shares of Series A Preferred Stock have a liquidation preference of $1,000 per share, plus accrued but unpaid dividends. With respect to dividend and liquidation rights, the Series A Preferred Stock ranks senior to the Company's common stock and junior to all existing and future indebtedness.
The net proceeds from the offering were approximately $390.2 million. The Company used $195.0 million of the proceeds to prepay a portion of the then-outstanding term loan indebtedness under its credit agreement, with the remainder retained for general corporate purposes. During the three and nine months ended December 31, 2016, the Series A Preferred Stock accrued $1.5 million of dividends.
Common Stock Repurchase Program
During the first quarter of fiscal 2015, the Company's Board of Directors approved a stock repurchase program (the "Repurchase Program") authorizing the repurchase of up to $200.0 million of the Company's common stock from time to time on the open market or in privately negotiated transactions. The Repurchase Program does not require the Company to acquire any particular amount of common stock and does not specify the timing of purchases or the prices to be paid; however, the program will continue until the maximum amount of dollars authorized have been expended or until it is modified or terminated by the Board. A total of approximately $160.0 million remained of the existing repurchase authority at December 31, 2016. No shares were repurchased during the three and nine months ended December 31, 2016.

7. Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss, net of tax, for the nine months ended December 31, 2016 are as follows (in millions):
 
 
Interest Rate Derivatives
 
Foreign Currency Translation
 
Pension and Postretirement Plans
 
Total
Balance at March 31, 2016
 
$
(16.9
)
 
$
(86.5
)
 
$
(35.6
)
 
$
(139.0
)
Other comprehensive loss before reclassifications
 
0.7

 
(33.4
)
 

 
(32.7
)
Amounts reclassified from accumulated other comprehensive loss
 
4.9

 

 
(0.9
)
 
4.0

Net current period other comprehensive income (loss)
 
5.6

 
(33.4
)
 
(0.9
)
 
(28.7
)
Balance at December 31, 2016
 
$
(11.3
)
 
$
(119.9
)
 
$
(36.5
)
 
$
(167.7
)

The following table summarizes the amounts reclassified from accumulated other comprehensive loss to net income during the three and nine months ended December 31, 2016 and December 31, 2015 (in millions):
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
 
December 31, 2016
 
December 31, 2015
 
December 31, 2016
 
December 31, 2015
 
Income Statement Line
Pension and other postretirement plans
 
 
 
 
 
 
 
 
 
 
Amortization of prior service credit
 
$
(0.5
)
 
$
(0.5
)
 
$
(1.4
)
 
$
(1.5
)
 
Selling, general and administrative expenses
Provision for income taxes
 
0.2

 
0.2

 
0.5

 
0.6

 
 
Total net of tax
 
$
(0.3
)
 
$
(0.3
)
 
$
(0.9
)
 
$
(0.9
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives
 
 
 
 
 
 
 
 
 
 
Net realized losses on interest rate hedges
 
$
2.7

 
$
2.6

 
$
7.9

 
$
2.6

 
Interest expense, net
Benefit for income taxes
 
(1.0
)
 
(1.0
)
 
(3.0
)
 
(1.0
)
 
 
Total net of tax
 
$
1.7

 
$
1.6

 
$
4.9

 
$
1.6

 
 





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Table of Contents

8. Inventories

The major classes of inventories are summarized as follows (in millions):  
 
December 31, 2016
 
March 31, 2016
Finished goods
$
154.8

 
$
148.4

Work in progress
48.5

 
55.3

Purchased components
76.5

 
67.6

Raw materials
52.5

 
49.3

Inventories at First-in, First-Out ("FIFO") cost
332.3

 
320.6

Adjustment to state inventories at Last-in, First-Out ("LIFO") cost
6.8

 
6.6

 
$
339.1

 
$
327.2


9. Goodwill and Intangible Assets

The changes in the net carrying value of goodwill and identifiable intangible assets for the nine months ended December 31, 2016 by operating segment, are presented below (in millions):
 
 
 
 
 
 
Amortizable Intangible Assets
 
 
 
 
Goodwill
 
Indefinite Lived Intangible Assets (tradenames)
 
Tradenames
 
Customer Relationships
 
Patents
 
Total Identifiable Intangible Assets Excluding Goodwill
Process & Motion Control
 
 
 
 
 
 
 
 
 
 
 
 
Net carrying amount as of March 31, 2016
 
$
942.4

 
$
190.7

 
$
9.1

 
$
79.0

 
$
1.9

 
$
280.7

Acquisitions (1)
 
126.3

 

 
17.3

 
58.1

 
5.8

 
81.2

Purchase price allocation adjustments
 
2.3

 

 
(0.4
)
 
0.2

 
(0.3
)
 
(0.5
)
Amortization
 

 

 
(1.8
)
 
(15.1
)
 
(0.9
)
 
(17.8
)
Currency translation and other adjustments
 
(4.9
)
 
(0.2
)
 
(0.2
)
 
(2.0
)
 
0.1

 
(2.3
)
Net carrying amount as of December 31, 2016
 
$
1,066.1

 
$
190.5

 
$
24.0

 
$
120.2

 
$
6.6

 
$
341.3

Water Management
 
 
 
 
 
 
 
 
 
 
 
 
Net carrying amount as of March 31, 2016
 
$
251.4

 
$
125.0

 
$
0.6

 
$
109.8

 
$
4.8

 
$
240.2

Amortization
 

 

 
(0.2
)
 
(14.2
)
 
(1.5
)
 
(15.9
)
Currency translation and other adjustments
 
(4.5
)
 
(2.2
)
 

 
(0.6
)
 
0.1

 
(2.7
)
Net carrying amount as of December 31, 2016
 
$
246.9

 
$
122.8

 
$
0.4

 
$
95.0

 
$
3.4

 
$
221.6

Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
Net carrying amount as of March 31, 2016
 
$
1,193.8

 
$
315.7

 
$
9.7

 
$
188.8

 
$
6.7

 
$
520.9

Acquisitions (1)
 
126.3

 

 
17.3

 
58.1

 
5.8

 
81.2

Purchase price allocation adjustments
 
2.3

 

 
(0.4
)
 
0.2

 
(0.3
)
 
(0.5
)
Amortization
 

 

 
(2.0
)
 
(29.3
)
 
(2.4
)
 
(33.7
)
Currency translation and other adjustments
 
(9.4
)
 
(2.4
)
 
(0.2
)
 
(2.6
)
 
0.2

 
(5.0
)
Net carrying amount as of December 31, 2016
 
$
1,313.0

 
$
313.3

 
$
24.4

 
$
215.2

 
$
10.0


$
562.9

____________________
(1) Refer to Note 2 for additional information regarding acquisitions. Patents, tradenames, and customer relationships acquired during fiscal 2017 were assigned a useful life of 10 years, 15 years, and 16 years, respectively.

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Table of Contents

The gross carrying amount and accumulated amortization for each major class of identifiable intangible assets as of December 31, 2016 and March 31, 2016 are as follows (in millions):  
 
 
 
December 31, 2016
 
Weighted Average Useful Life
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Intangible assets subject to amortization:
 
 
 
 
 
 
 
Patents
10 years
 
$
47.1

 
$
(37.1
)
 
$
10.0

Customer relationships (including distribution network)
13 years
 
683.0

 
(467.8
)
 
215.2

Tradenames
12 years
 
29.1

 
(4.7
)
 
24.4

Intangible assets not subject to amortization - tradenames
 
 
313.3

 

 
313.3

 
 
 
$
1,072.5

 
$
(509.6
)
 
$
562.9

 
 
 
 
 
 
 
 
 
 
 
March 31, 2016
 
Weighted Average Useful Life
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Intangible assets subject to amortization:
 
 
 
 
 
 
 
Patents
10 years
 
$
41.3

 
$
(34.6
)
 
$
6.7

Customer relationships (including distribution network)
13 years
 
628.4

 
(439.6
)
 
188.8

Tradenames
8 years
 
12.7

 
(3.0
)
 
9.7

Intangible assets not subject to amortization - tradenames
 
 
315.7

 

 
315.7

 
 
 
$
998.1

 
$
(477.2
)
 
$
520.9


Intangible asset amortization expense totaled $8.6 million and $33.7 million for the three and nine months ended December 31, 2016. Intangible asset amortization expense totaled $14.6 million and $43.1 million for the three and nine months ended December 31, 2015.
    
The Company expects to recognize amortization expense on the intangible assets subject to amortization of $42.1 million in fiscal year 2017 (inclusive of $33.7 million of amortization expense recognized in the nine months ended December 31, 2016), $32.0 million in fiscal year 2018, $31.7 million in fiscal year 2019, $31.5 million in fiscal year 2020 and $30.2 million in fiscal year 2021.

During the third quarter ended December 31, 2016, the Company completed its annual evaluation of indefinite lived intangible assets (tradenames) and goodwill for impairment in accordance with ASC 350, Intangibles - Goodwill and Other. The fair value of the Company's indefinite lived intangible assets and reporting units were primarily estimated using an income valuation model (discounted cash flow) and market approach (guideline public company comparables), which indicated that the fair value of the Company's indefinite lived intangible assets and reporting units exceeded their carrying value; therefore, no impairment was present.


16

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10. Other Current Liabilities

Other current liabilities are summarized as follows (in millions):
 
 
December 31, 2016
 
March 31, 2016
Customer advances
 
$
10.6

 
$
8.3

Sales rebates
 
29.5

 
28.2

Commissions
 
5.8

 
7.9

Restructuring and other similar charges (1)
 
9.4

 
10.8

Product warranty (2)
 
7.2

 
6.8

Risk management (3)
 
10.6

 
9.9

Legal and environmental
 
3.6

 
4.6

Taxes, other than income taxes
 
9.0

 
6.6

Income tax payable
 
13.4

 
15.0

Interest payable
 
2.1

 
5.6

Other
 
17.6

 
20.7

 
 
$
118.8

 
$
124.4

____________________
(1)
See more information related to the restructuring obligations within Note 3, Restructuring and Other Similar Charges.
(2)
See more information related to the product warranty obligations within Note 14, Commitments and Contingencies.
(3)
Includes projected liabilities related to losses arising from automobile, general and product liability claims.

11. Long-Term Debt
Long-term debt is summarized as follows (in millions):
 
 
December 31, 2016
 
March 31, 2016
Term loan (1)
 
$
1,587.8

 
$
1,881.0

New Market Tax Credit (2)
 
36.8

 
36.8

Other (3)
 
2.3

 
2.3

Total
 
1,626.9

 
1,920.1

Less current maturities
 
16.8

 
20.2

Long-term debt
 
$
1,610.1

 
$
1,899.9

____________________
(1)
Includes an unamortized original issue discount and debt issuance costs of $18.6 million and $20.2 million at December 31, 2016 and March 31, 2016, respectively.
(2)
Includes unamortized debt issuance costs of $0.5 million and $0.6 million as of December 31, 2016 and March 31, 2016, respectively. In connection with the New Market Tax Credit incentive program, the Company also invested an aggregate $27.6 million in the form of a loan receivable. The aggregate loan receivable is presented within Other assets on the condensed consolidated balance sheets as of December 31, 2016 and March 31, 2016.
(3)
Includes additional debt at various wholly-owned subsidiaries, comprised primarily of borrowings at foreign subsidiaries and capital lease obligations.

Senior Secured Credit Facility
Term Debt    
On December 16, 2016, the Company entered into an Incremental Assumption Agreement (the “Term Debt Agreement”) with Credit Suisse AG, as administrative agent, and Credit Suisse AG, Cayman Islands Branch, as the refinancing term lender, relating to the Third Amended and Restated First Lien Credit Agreement, dated as of August 21, 2013 (the “Existing Agreement”). The Existing Agreement was funded by a syndicate of banks and other financial institutions and included a $1,950.0 million term loan facility (the “Prior Term Loan”).
The Term Debt Agreement provided for a new term loan in the aggregate principal amount of $1,606.4 million (the “Term Refinancing Loan”). The proceeds were used to repay in full the then-outstanding aggregate principal amount of Prior Term Loan. Prior to that repayment, in the third quarter of fiscal 2017, the Company made a voluntary prepayment on the Prior Term Loan

17

Table of Contents

of $195.0 million in connection with the issuance of Series A Preferred Stock (see Note 6 Stockholders' Equity) and during the first quarter of fiscal 2017, in addition to the normal quarterly principal payment, the Company made a voluntary prepayment on the Prior Term Loan of $95.0 million.
The Company accounted for the above Term Debt Agreement transactions in accordance with ASC 470-50, Debt Modifications and Extinguishments (“ASC 470-50”). Upon finalizing the accounting for these transactions, the Company recognized a $7.8 million loss on the debt extinguishment, which was comprised of $5.4 million of refinancing related costs, as well as a non-cash write-off of unamortized original issue discount and debt issuance costs associated with previously outstanding debt of $2.4 million. Additionally, the Company capitalized approximately $4.1 million of direct costs associated with the Term Refinancing Loan, which will be amortized over the life of the Term Refinancing Loan as interest expense using the effective interest method. Below is a summary of the transaction costs and other offering expenses recorded along with their corresponding pre-tax financial statement impact (in millions):
 
Financial Statement Impact 
 
Balance Sheet -Debit (Credit)
 
Statement of Operations
 
 
 
Debt Issuance Costs (1)
 

Expense (2)
 
Total
Cash transaction costs:
 
 
 
 
 
Refinancing related costs
$
4.1

 
$
5.4

 
$
9.5

Non-cash write-off of unamortized amounts:
 
 
 
 
 
Debt issuance costs
(0.9
)
 
0.9

 

Net original issue discount
(1.5
)
 
1.5

 

Net financial statement impact
$
1.7

 
$
7.8

 
 
____________________
(1)
Recorded as a reduction in the face value of long-term debt within the condensed consolidated balance sheets.
(2)
Recorded in Loss on extinguishment of debt within the condensed consolidated statements of operations.

The Term Refinancing Loan has a maturity date of August 21, 2023. The borrowings under the Term Refinancing Loan bear interest at either the London Interbank Offered Rate or LIBOR (subject to a 1% floor) plus an applicable margin of 2.75% (which was reduced from 3.0%) or at an alternative base rate plus an applicable margin of 1.75% (which remained unchanged). The maturity date and interest rate with respect to the existing $265.0 million revolving credit facility under the Existing Agreement were unchanged by the Term Debt Agreement. At December 31, 2016, the borrowings under the Term Refinancing Loan had an effective and average interest rate of 3.75%, determined as the London Interbank Offered Rate or LIBOR (subject to a 1% floor) plus an applicable margin of 2.75%. The Company will begin to make quarterly mandatory principal payments in the fourth quarter of fiscal 2017 on the Term Refinancing Loan in the amount of $4.0 million per quarter.
As part of the Term Debt Agreement, the parties amended the Existing Agreement to make certain other modifications thereto related to the Term Refinancing Loan, including to introduce standard terms required by EU Bail-In legislation.
As of December 31, 2016, the Company was in compliance with all applicable covenants under its Term Refinancing Loan, as amended including compliance with a maximum permitted total net leverage ratio (the Company's sole financial maintenance covenant under its revolving credit facility discussed below) of 6.75 to 1.0. The Company's total net leverage ratio was 3.5 to 1.0 as of December 31, 2016.
    
Revolving Debt Facility    
The Existing Agreement also includes a $265.0 million revolving credit facility. On November 2, 2016, the Company entered into an Incremental Assumption Agreement (the “Revolver Extension Agreement”) with Credit Suisse AG, as administrative agent, and with the other lenders party thereto relating to the Existing Agreement. The Revolver Extension Agreement amended the Existing Agreement to (i) reduce the applicable margin on both alternate base rate and LIBOR loans by 1.0%, (ii) extend the revolving facility maturity date to March 15, 2019, (iii) modify the financial covenant of the Existing Agreement by eliminating the springing nature of the covenant, and substituting a Total Net Leverage Ratio of 6.75 to 1.0 for the current Net First Lien Leverage Ratio of 7.75 to 1.0, and (iv) reduce the letter of credit availability from $80.0 million to $60.0 million (without reducing the overall availability under the Existing Agreement). The Company incurred approximately $2.2 million of transaction related costs in connection with the Revolver Extension Agreement, which will be recognized as interest expense over the remaining tenure of the amended facility.

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No amounts were borrowed under the revolving credit facility at December 31, 2016 or March 31, 2016; however, $18.8 million and $21.1 million of the revolving credit facility were considered utilized in connection with outstanding letters of credit at December 31, 2016 and March 31, 2016, respectively.

Accounts Receivable Securitization Program
The Company maintains an accounts receivable securitization facility (the “Securitization”) with Wells Fargo Bank, N.A. Pursuant to the Securitization, Rexnord Funding (a wholly owned bankruptcy-remote special purpose subsidiary) has granted the lender under the Securitization a security interest in all of its current and future receivables and related assets in exchange for a credit facility permitting borrowings of up to a maximum aggregate amount of $100.0 million outstanding from time to time. Such borrowings will be used by Rexnord Funding to finance purchases of accounts receivable. The Securitization constitutes a “Permitted Receivables Financing” under Article 1 and Article 6 of the Credit Agreement. Any borrowings under the Securitization are accounted for as secured borrowings on the Company's condensed consolidated balance sheets.
As of December 31, 2016, the Company's available borrowing capacity under the Securitization was $93.0 million, based on the then-current accounts receivables. No amounts were borrowed under the Securitization at December 31, 2016; however, $0.1 million was considered utilized in connection with outstanding letters of credit at December 31, 2016. As of December 31, 2016, the Company was in compliance with all applicable covenants and performance ratios contained in the Securitization.
See Note 11 to the audited consolidated financial statements of the Company's fiscal 2016 Annual Report on Form 10-K for further information regarding long-term debt.

12. Derivative Financial Instruments

The Company is exposed to certain financial risks relating to fluctuations in foreign currency exchange rates. The Company currently selectively uses foreign currency forward exchange contracts to manage its foreign currency risk. All hedging transactions are authorized and executed pursuant to defined policies and procedures that prohibit the use of financial instruments for speculative purposes.

Foreign Exchange Contracts

The Company periodically enters into foreign currency forward contracts to mitigate the foreign currency volatility relative to certain intercompany and external cash flows expected to occur. These foreign currency forward contracts were not accounted for as cash flow hedges in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), and as such were marked to market through earnings. See the amounts recorded on the condensed consolidated balance sheets and recognized within the condensed consolidated statements of operations related to the Company's foreign currency forward contracts within the tables below.

Interest Rate Derivatives

The Company utilizes three interest rate swaps to hedge the variability in future cash flows associated with a portion of the Company’s variable-rate term loans. The interest rate swaps, which became effective on September 28, 2015, convert $650.0 million of the Company’s variable-rate term loans to a weighted average fixed interest rate of 2.55% plus the applicable margin (inclusive of a 1% LIBOR floor). The interest rate swaps have been designated as cash flow hedges in accordance with ASC 815 and will mature on September 27, 2018.

In addition, the Company utilizes two interest rate caps to further mitigate the Company's exposure to increasing interest rates on its variable-rate interest loans. Those interest rate caps were effective beginning as of October 24, 2014, with a maturity of October 24, 2018; they cap the interest on $750.0 million of the Company's variable-rate interest loans at 3%, plus the applicable margin. In executing the interest rate caps, the Company paid a premium of $5.8 million. The interest rate caps have been designated as cash flow hedges in accordance with ASC 815. When combined with the Company's existing interest rate swaps, the Company has hedged approximately 87% of its outstanding variable rate term loans with a weighted average interest rate that cannot exceed 2.79% plus the applicable margin of 2.75%.
 
The fair values of the Company's interest rate derivatives are recorded on the condensed consolidated balance sheets with the corresponding offset recorded as a component of accumulated other comprehensive loss, net of tax. See the amounts recorded on the condensed consolidated balance sheets related to the Company's interest rate derivatives within the tables below.

The Company's derivatives are measured at fair value in accordance with ASC 820, Fair Value Measurements and Disclosure (“ASC 820”). See Note 13 for more information as it relates to the fair value measurement of the Company's derivative financial instruments. The following tables indicate the location and the fair value of the Company's derivative instruments within

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the condensed consolidated balance sheets segregated between designated, qualifying ASC 815 hedging instruments and non-qualifying, non-designated hedging instruments.

Fair value of derivatives designated as hedging instruments under ASC 815 (in millions):
 
 
December 31, 2016
 
March 31, 2016
 
Balance Sheet Classification
 
 
Asset Derivatives
Interest rate caps
 
$
0.1

 
$
0.3

 
 Other assets
 
 
Liability Derivatives
Interest rate swaps
 
$
13.0

 
$
21.8

 
Other liabilities
Fair value of derivatives not designated as hedging instruments under ASC 815 (in millions):
 
 
December 31, 2016
 
March 31, 2016
 
Balance Sheet Classification
 
 
Asset Derivatives
Foreign currency forward contracts
 
$
0.3

 
$

 
Other current assets
 
 
Liability Derivatives
Foreign currency forward contracts
 
$
0.6

 
$
0.9

 
Other current liabilities

The following table segregates the location and the amount of gains or losses associated with the Company's derivative instruments, net of tax, within the condensed consolidated balance sheets (for qualifying ASC 815 instruments) and recognized within the condensed consolidated statements of operations (for non-qualifying ASC 815 instruments).
 
 
Amount of loss recognized in accumulated other comprehensive loss on derivatives
Derivative instruments designated as cash flow hedging relationships under ASC 815
(in millions)
 
 
December 31, 2016
 
March 31, 2016
Interest rate swaps
 
$
8.1

 
$
13.5

Interest rate caps
 
$
3.2

 
$
3.4


 
 
 
 
Amount recognized as income
Derivative instruments not designated as hedging instruments under ASC 815
(in millions)
 
Condensed Consolidated Statements of Operations Classification
 
Third Quarter Ended
 
Nine Months Ended
 
 
December 31, 2016
 
December 31, 2015
 
December 31, 2016
 
December 31, 2015
Foreign currency forward contracts
 
Other expense, net
 
$

 
$
0.3

 
$
0.5

 
$
1.0


As of December 31, 2016, there was no ineffectiveness on the Company's designated hedging instruments. The Company expects to reclassify approximately $11.1 million of losses related to its interest rate derivatives recorded within accumulated other comprehensive loss into earnings as interest expense during the next twelve months.
 
13. Fair Value Measurements

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. ASC 820 also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed assumptions about the assumptions a market participant would use.
In accordance with ASC 820, fair value measurements are classified under the following hierarchy:
Level 1- Quoted prices for identical instruments in active markets.
Level 2- Quoted prices for similar instruments; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable.
Level 3- Model-derived valuations in which one or more inputs or value-drivers are both significant to the fair value measurement and unobservable.

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If applicable, the Company uses quoted market prices in active markets to determine fair value, and therefore classifies such measurements within Level 1. In some cases where market prices are not available, the Company makes use of observable market-based inputs to calculate fair value, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters. These measurements are classified within Level 3 if they use significant unobservable inputs.
Fair Value of Derivative Instruments
The Company transacts in foreign currency forward contracts, interest rate swaps, and interest rate caps. The fair value of foreign currency forward contracts is based on a pricing model that utilizes the differential between the contract price and the market-based forward rate as applied to fixed future deliveries of currency at pre-designated settlement dates. The fair value of interest rate swaps and interest rate caps is based on pricing models. These models use discounted cash flows that utilize the appropriate market-based forward swap curves and interest rates.
The Company endeavors to utilize the best available information in measuring fair value. As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Foreign currency forward contracts and interest rate swaps reside within Level 2 of the fair value hierarchy. There were no transfers of assets or liabilities between levels for the periods presented. The following table provides a summary of the Company's assets and liabilities recognized at fair value on a recurring basis as of December 31, 2016 and March 31, 2016 (in millions):
 
 
Fair Value as of December 31, 2016
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
 
Interest rate caps
 
$

 
$
0.1

 
$

 
$
0.1

Foreign currency forward contracts
 

 
0.3

 

 
0.3

Total assets at fair value
 
$

 
$
0.4

 
$

 
$
0.4

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Interest rate swaps
 
$

 
$
13.0

 
$

 
$
13.0

Foreign currency forward contracts
 

 
0.6

 

 
0.6

Total liabilities at fair value
 
$

 
$
13.6

 
$

 
$
13.6

 
 
Fair Value as of March 31, 2016
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
 
Interest rate caps
 
$

 
$
0.3

 
$

 
$
0.3

Total assets at fair value
 
$

 
$
0.3

 
$

 
$
0.3

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Interest rate swaps
 
$

 
$
21.8

 
$

 
$
21.8

Foreign currency forward contracts
 

 
0.9

 

 
0.9

Total liabilities at fair value
 
$

 
$
22.7

 
$

 
$
22.7


Fair Value of Non-Derivative Financial Instruments
The carrying amounts of cash, receivables, payables and accrued liabilities approximated fair value at December 31, 2016 and March 31, 2016 due to the short-term nature of those instruments. The fair value of long-term debt as of December 31, 2016 and March 31, 2016 was approximately $1,653.4 million and $1,913.2 million, respectively. The fair value is based on quoted market prices for the same issues.
Long-lived Assets and Intangible Assets
Long-lived assets (which includes property, plant and equipment and real estate) may be measured at fair value if such assets are held-for-sale or when there is a determination that the asset is impaired. Intangible assets (which include patents, tradenames, customer relationships, and non-compete agreements) also may be measured at fair value when there is a determination that the asset is impaired. The determination of fair value for these assets is based on the best information available that resides within Level 3 of the fair value hierarchy, including internal cash flow estimates discounted at an appropriate interest rate, quoted market prices when available, market prices for similar assets and independent appraisals, as appropriate. For real estate, cash

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flow estimates are based on current market estimates that reflect current and projected lease profiles and available industry information about expected trends in rental, occupancy and capitalization rates.
As discussed in Note 3, during fiscal 2017 and 2016, the Company recorded an impairment loss and placed certain property, plant and equipment associated with the Company's supply chain optimization and footprint optimization actions at net realizable value. Net realizable value of these assets was determined using independent appraisals of the assets, classified as Level 3 inputs within the fair value hierarchy. As of December 31, 2016 and March 31, 2016, these assets have a net realizable value of $8.6 million and $5.3 million, respectively. During the second quarter of fiscal 2017, the Company executed two separate agreements to sell approximately $1.7 million of these assets upon completion of the remaining backlog associated with the Rodney Hunt® Fontaine® flow control gate product line.

14. Commitments and Contingencies
Warranties:
The Company offers warranties on the sales of certain products and records an accrual for estimated future claims. Such accruals are based upon historical experience and management's estimate of the level of future claims. The following table presents changes in the Company's product warranty liability (in millions):
 
 
Nine Months Ended
 
 
December 31, 2016
 
December 31, 2015
Balance at beginning of period
 
$
6.8

 
$
6.8

Acquired obligations
 
0.4

 

Charged to operations
 
2.9

 
2.4

Claims settled
 
(2.9
)
 
(2.2
)
Balance at end of period
 
$
7.2

 
$
7.0

Contingencies:
The Company's subsidiaries are involved in various unresolved legal actions, administrative proceedings and claims in the ordinary course of business involving, among other things, product liability, commercial, employment, workers' compensation, intellectual property claims and environmental matters. The Company establishes accruals in a manner that is consistent with accounting principles generally accepted in the United States for costs associated with such matters when liability is probable and those costs are capable of being reasonably estimated. Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss or recovery, based upon current information, management believes the eventual outcome of these unresolved legal actions, either individually or in the aggregate, will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.    
In connection with its sale of the Company, Invensys plc ("Invensys") provided the Company with indemnification against certain contingent liabilities, including certain pre-closing environmental liabilities. The Company believes that, pursuant to such indemnity obligations, Invensys is obligated to defend and indemnify the Company with respect to the matters described below relating to the Ellsworth Industrial Park Site and to various asbestos claims. The indemnity obligations relating to the matters described below are subject, together with indemnity obligations relating to other matters, to an overall dollar cap equal to the purchase price, which is an amount in excess of $900 million. The following paragraphs summarize the most significant actions and proceedings:
In 2002, Rexnord Industries, LLC (“Rexnord Industries”) was named as a potentially responsible party (“PRP”), together with at least ten other companies, at the Ellsworth Industrial Park Site, Downers Grove, DuPage County, Illinois (the “Site”), by the United States Environmental Protection Agency (“USEPA”), and the Illinois Environmental Protection Agency (“IEPA”). Rexnord Industries' Downers Grove property is situated within the Ellsworth Industrial Complex. The USEPA and IEPA allege there have been one or more releases or threatened releases of chlorinated solvents and other hazardous substances, pollutants or contaminants, allegedly including but not limited to a release or threatened release on or from the Company's property, at the Site. The relief sought by the USEPA and IEPA includes further investigation and potential remediation of the Site and reimbursement of USEPA's past costs. Rexnord Industries' allocated share of past and future costs related to the Site, including for investigation and/or remediation, could be significant. All previously pending property damage and personal injury lawsuits against the Company related to the Site have been settled or dismissed. Pursuant to its indemnity obligation, Invensys continues to defend the Company in known matters related to the Site and has paid 100% of the costs to date.
Multiple lawsuits (with approximately 300 claimants) are pending in state or federal court in numerous jurisdictions relating to alleged personal injuries due to the alleged presence of asbestos in certain brakes and clutches previously manufactured by the Company's Stearns division and/or its predecessor owners. Invensys and FMC, prior owners of the

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Stearns business, have paid 100% of the costs to date related to the Stearns lawsuits. Similarly, the Company's Prager subsidiary is a defendant in two pending multi-defendant lawsuits relating to alleged personal injuries due to the alleged presence of asbestos in a product allegedly manufactured by Prager. Additionally, there are numerous individuals who have filed asbestos related claims against Prager; however, these claims are currently on the Texas Multi-district Litigation inactive docket. The ultimate outcome of these asbestos matters cannot presently be determined. To date, the Company's insurance providers have paid 100% of the costs related to the Prager asbestos matters. The Company believes that the combination of its insurance coverage and the Invensys indemnity obligations will cover any future costs of these matters.
In connection with the Company's acquisition of The Falk Corporation (“Falk”), Hamilton Sundstrand provided the Company with indemnification against certain products-related asbestos exposure liabilities. The Company believes that, pursuant to such indemnity obligations, Hamilton Sundstrand is obligated to defend and indemnify the Company with respect to the asbestos claims described below, and that, with respect to these claims, such indemnity obligations are not subject to any time or dollar limitations.
The following paragraph summarizes the most significant actions and proceedings for which Hamilton Sundstrand has accepted responsibility:
Falk, through its successor entity, is a defendant in multiple lawsuits pending in state or federal court in numerous jurisdictions relating to alleged personal injuries due to the alleged presence of asbestos in certain clutches and drives previously manufactured by Falk. There are approximately 100 claimants in these suits. The ultimate outcome of these lawsuits cannot presently be determined. Hamilton Sundstrand is defending the Company in these lawsuits pursuant to its indemnity obligations and has paid 100% of the costs to date.
Certain Water Management subsidiaries are also subject to asbestos litigation. As of December 31, 2016, Zurn and numerous other unrelated companies were defendants in approximately 6,000 asbestos related lawsuits representing approximately 18,000 claims. Plaintiffs' claims allege personal injuries caused by exposure to asbestos used primarily in industrial boilers formerly manufactured by a segment of Zurn. Zurn did not manufacture asbestos or asbestos components. Instead, Zurn purchased them from suppliers. These claims are being handled pursuant to a defense strategy funded by insurers.
As of December 31, 2016, the Company estimates the potential liability for the asbestos-related claims described above as well as the claims expected to be filed to be approximately $32.0 million of which Zurn expects its insurance carriers to pay approximately $23.0 million in the next ten years on such claims, with the balance of the estimated liability being paid in subsequent years. The $32.0 million was developed based on actuarial studies and represents the projected indemnity payout for current and future claims. There are inherent uncertainties involved in estimating the number of future asbestos claims, future settlement costs, and the effectiveness of defense strategies and settlement initiatives. As a result, actual liability could differ from the estimate described herein and could be substantial.
Management estimates that its available insurance to cover this potential asbestos liability as of December 31, 2016, is approximately $243.6 million, and believes that all current claims are covered by insurance. However, principally as a result of the past insolvency of certain of the Company's insurance carriers, certain coverage gaps will exist if and after the Company's other carriers have paid the first $167.6 million of aggregate liabilities.
As of December 31, 2016, the Company had a recorded receivable from its insurance carriers of $32.0 million, which corresponds to the amount of this potential asbestos liability that is covered by available insurance and is currently determined to be probable of recovery. However, there is no assurance that $243.6 million of insurance coverage will ultimately be available or that this asbestos liability will not ultimately exceed $243.6 million. Factors that could cause a decrease in the amount of available coverage include: changes in law governing the policies, potential disputes with the carriers regarding the scope of coverage, and insolvencies of one or more of the Company's carriers.
Certain Company subsidiaries were named as defendants in a number of individual and class action lawsuits in various United States courts claiming damages due to the alleged failure or anticipated failure of Zurn brass fittings on the PEX plumbing systems in homes and other structures. In fiscal 2013, the Company reached a court-approved agreement to settle the liability underlying this litigation.  The settlement is designed to resolve, on a national basis, the Company's overall exposure for both known and unknown claims related to the alleged failure or anticipated failure of such fittings, subject to the right of eligible class members to opt-out of the settlement and pursue their claims independently.  The settlement utilizes a seven year claims fund, which is capped at $20.0 million, and is funded in installments over the seven year period based on claim activity and minimum funding criteria.  The settlement also covers class action plaintiffs' attorneys' fees and expenses. Historically, the Company's insurance carrier had funded the Company's defense in the above referenced proceedings. The Company, however, reached a settlement agreement with its insurer, whereby the insurer paid the Company a lump sum in exchange for a release of future exposure related to this liability. The Company has recorded an accrual related to this brass fittings liability, which takes into account, in pertinent part, the insurance carrier contribution, as well as exposure from the claims fund, opt-outs and the waiver of future insurance coverage.

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15. Retirement Benefits

The components of net periodic benefit cost are as follows (in millions):
 
 
Three Months Ended
 
Nine Months Ended
 
 
December 31, 2016
 
December 31, 2015
 
December 31, 2016
 
December 31, 2015
Pension Benefits:
 
 
 
 
 
 
 
 
Service cost
 
$
0.5

 
$
0.6

 
$
1.4

 
$
1.8

Interest cost
 
6.4

 
6.4

 
19.0

 
19.2

Expected return on plan assets
 
(6.8
)
 
(7.2
)
 
(20.0
)
 
(21.6
)
Amortization of:
 
 
 
 
 
 
 
 
Prior service cost
 

 

 
0.1

 

Net periodic benefit cost (credit)
 
$
0.1

 
$
(0.2
)
 
$
0.5

 
$
(0.6
)
Other Postretirement Benefits:
 
 
 
 
 
 
 
 
Interest cost
 
$
0.3

 
$
0.3

 
$
0.9

 
$
0.9

Amortization:
 
 
 
 
 
 
 
 
Prior service credit
 
(0.5
)
 
(0.5
)
 
(1.5
)
 
(1.5
)
Net periodic benefit credit
 
$
(0.2
)
 
$
(0.2
)
 
$
(0.6
)
 
$
(0.6
)

During the first nine months of both fiscal 2017 and 2016, the Company made contributions of $4.8 million to its U.S. qualified pension plan trusts.

In accordance with the Company's accounting policy for defined benefit pension and other postretirement benefit plans, actuarial gains and losses above the corridor are immediately recognized in the Company's operating results. The corridor is 10% of the higher of the pension benefit obligation or the fair value of the plan assets. This adjustment is typically recorded annually in the fourth quarter in connection with the Company's required year-end re-measurement of plan assets and benefit obligations, or upon any off-cycle re-measurement event.

See Note 16 to the audited consolidated financial statements of the Company's fiscal 2016 Annual Report on Form 10-K for further information regarding retirement benefits.

16. Stock-Based Compensation
The Rexnord Corporation Performance Incentive Plan, as amended and restated effective May 18, 2016 following stockholder approval (the "Plan"), is utilized to provide performance incentives to the Company's officers, employees, directors and certain others by permitting grants of equity awards (for common stock), as well as performance-based cash awards, to such persons, to encourage them to maximize Rexnord's performance and create value for Rexnord's stockholders. ASC 718, Compensation-Stock Compensation (“ASC 718”), requires compensation costs related to share-based payment transactions to be recognized in the financial statements. Generally, compensation cost is measured based on the estimated grant-date fair value of the equity instruments issued and is recognized over the requisite service period of the equity instrument, which generally coincides with the vesting period of the award. See Note 15 to the audited consolidated financial statements of the Company's fiscal 2016 Annual Report on Form 10-K for further information regarding stock-based compensation and related plans.
For the three and nine months ended December 31, 2016 the Company recognized $3.8 million and $9.8 million, respectively, of stock-based compensation expense. For the three and nine months ended December 31, 2015 the Company recognized $2.0 million and $5.8 million, respectively, of stock-based compensation expense. As of December 31, 2016, there was $30.6 million of total unrecognized compensation cost related to non-vested equity awards that is expected to be recognized over a weighted-average period of 2.3 years.









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Stock Options
During the nine months ended December 31, 2016, the Company granted options for 2,599,538 shares of common stock, which vest over a weighted-average term of three years, to certain of the Company's officers and employees. The fair value of each option granted under the Plan during the nine months ended December 31, 2016 was estimated on the grant date using the Black-Scholes valuation model utilizing the following weighted-average assumptions:
 
Nine Months Ended December 31, 2016
Expected option term (in years)
6.5
Expected volatility factor
29%
Weighted-average risk-free interest rate
1.58%
Expected dividend rate
0.0%
Stock option fair value
$6.41
The Company estimates the expected term of stock options granted based on the midpoint between when the options vest and when they expire. The Company uses the simplified method to determine the expected term, as management does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time its common stock shares has been publicly traded. The Company’s expected volatility assumptions are based on the expected volatilities of publicly-traded companies within the Company’s industry. The weighted-average risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant. Management also assumes expected dividends of zero.
A summary of stock option activity during the first nine months of fiscal 2017 and 2016 is as follows:
 
Nine Months Ended
 
December 31, 2016
 
December 31, 2015
 
Shares
 
Weighted Avg. Exercise Price