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(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Missouri
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43-1863181
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(State or other jurisdiction of
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(I. R. S. Employer
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incorporation or organization)
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Identification No.)
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533 Maryville University Drive
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St. Louis, Missouri
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63141
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(Address of principal executive offices)
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(Zip Code)
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(314) 985-2000
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(Registrant’s telephone number, including area code)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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(Do not check if smaller reporting company)
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Quarter Ended December 31,
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||||||
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2013
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2012
|
||||
Net sales
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$
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1,113.9
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$
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1,192.5
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Cost of products sold
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602.1
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|
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630.9
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|
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Gross profit
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511.8
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|
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561.6
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|
||
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|
||||
Selling, general and administrative expense
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203.5
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|
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200.5
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|
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Advertising and sales promotion expense
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81.0
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|
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94.8
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Research and development expense
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21.9
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24.6
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|
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2013 restructuring
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24.4
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49.0
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|
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Pension curtailment
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—
|
|
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(37.4
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)
|
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Interest expense
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31.2
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33.5
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Other financing items, net
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(2.0
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)
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7.9
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Earnings before income taxes
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151.8
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188.7
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Income tax provision
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43.9
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58.9
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Net earnings
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$
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107.9
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$
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129.8
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Basic net earnings per share
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$
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1.73
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$
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2.10
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Diluted net earnings per share
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$
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1.71
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$
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2.07
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||||
Statement of Comprehensive Income:
|
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|
||||
Net earnings
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$
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107.9
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$
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129.8
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Other comprehensive income/(loss), net of tax
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|
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||||
Foreign currency translation adjustments
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0.2
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14.4
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|
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Pension/postretirement activity, net of tax of $1.5 and ($11.9), respectively
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2.8
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(20.2
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)
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Deferred gain on hedging activity, net of tax of $0.9 and $3.7, respectively
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1.4
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4.3
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|
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Total comprehensive income
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$
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112.3
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$
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128.3
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Assets
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December 31,
2013 |
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September 30,
2013 |
||||
Current assets
|
|
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|
||||
Cash and cash equivalents
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$
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881.5
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$
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998.3
|
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Trade receivables, less allowance for doubtful accounts of
$15.9
and $16.0, respectively
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463.4
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|
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480.6
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Inventories
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611.6
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616.3
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Other current assets
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561.3
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473.2
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Total current assets
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2,517.8
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2,568.4
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Property, plant and equipment, net
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847.6
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755.6
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Goodwill
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1,477.3
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1,475.8
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Other intangible assets, net
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1,876.0
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1,835.5
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Other assets
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81.8
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|
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82.1
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|
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Total assets
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$
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6,800.5
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$
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6,717.4
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Liabilities and Shareholders' Equity
|
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Current liabilities
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Current maturities of long-term debt
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$
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220.0
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$
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140.0
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Notes payable
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161.1
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|
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99.0
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Accounts payable
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288.6
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340.4
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Other current liabilities
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511.6
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574.0
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Total current liabilities
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1,181.3
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1,153.4
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Long-term debt
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1,918.8
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1,998.8
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Other liabilities
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1,165.9
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1,111.6
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Total liabilities
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4,266.0
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|
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4,263.8
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Shareholders' equity
|
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||||
Common stock
|
0.7
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|
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0.7
|
|
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Additional paid-in capital
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1,619.7
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|
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1,628.9
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Retained earnings
|
1,220.1
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1,144.1
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Treasury stock
|
(137.5
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)
|
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(147.2
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)
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Accumulated other comprehensive loss
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(168.5
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)
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(172.9
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)
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Total shareholders' equity
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2,534.5
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2,453.6
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Total liabilities and shareholders' equity
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$
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6,800.5
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$
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6,717.4
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Quarter Ended December 31,
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||||||
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2013
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|
2012
|
||||
Cash Flow from Operating Activities
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Net earnings
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$
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107.9
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$
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129.8
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Non-cash restructuring costs
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4.4
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|
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23.4
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Pension curtailment
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—
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|
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(37.4
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)
|
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Depreciation and amortization
|
33.4
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38.3
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Non-cash items included in income
|
47.3
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37.6
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Other, net
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7.1
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(20.5
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)
|
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Changes in current assets and liabilities used in operations
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(149.0
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)
|
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(99.6
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)
|
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Net cash from operating activities
|
51.1
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|
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71.6
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|
||||
Cash Flow from Investing Activities
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|
||||
Capital expenditures
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(20.3
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)
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(15.4
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)
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Feminine care acquisition
|
(185.3
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)
|
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—
|
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Proceeds from sale of assets
|
3.5
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|
|
0.1
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|
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Other, net
|
—
|
|
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(0.1
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)
|
||
Net cash used by investing activities
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(202.1
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)
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(15.4
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)
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||
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|
||||
Cash Flow from Financing Activities
|
|
|
|
||||
Cash payments on debt with original maturities greater than 90 days
|
—
|
|
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(106.5
|
)
|
||
Net increase in debt with original maturities of 90 days or less
|
58.3
|
|
|
131.1
|
|
||
Cash dividends paid
|
(31.3
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)
|
|
(24.8
|
)
|
||
Proceeds from issuance of common stock
|
2.0
|
|
|
6.6
|
|
||
Excess tax benefits from share-based payments
|
4.0
|
|
|
2.5
|
|
||
Net cash from financing activities
|
33.0
|
|
|
8.9
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
1.2
|
|
|
3.5
|
|
||
|
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|
||||
Net (decrease)/increase in cash and cash equivalents
|
(116.8
|
)
|
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68.6
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|
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Cash and cash equivalents, beginning of period
|
998.3
|
|
|
718.5
|
|
||
Cash and cash equivalents, end of period
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$
|
881.5
|
|
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$
|
787.1
|
|
|
|||||||
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For the quarter ended December 31,
|
||||||
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2013
|
|
2012
|
||||
Net Sales
|
|
|
|
||||
Personal Care
|
$
|
550.2
|
|
|
$
|
554.3
|
|
Household Products
|
563.7
|
|
|
638.2
|
|
||
Total net sales
|
$
|
1,113.9
|
|
|
$
|
1,192.5
|
|
|
|
|
|
||||
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For the quarter ended December 31,
|
||||||
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2013
|
|
2012
|
||||
Segment Profit
|
|
|
|
||||
Personal Care
|
$
|
130.3
|
|
|
$
|
116.2
|
|
Household Products
|
133.4
|
|
|
160.6
|
|
||
Total segment profit
|
263.7
|
|
|
276.8
|
|
||
|
|
|
|
||||
General corporate and other expenses
|
(40.2
|
)
|
|
(29.5
|
)
|
||
2013 restructuring (1)
|
(26.7
|
)
|
|
(49.0
|
)
|
||
Feminine care acquisition/integration costs
|
(4.9
|
)
|
|
—
|
|
||
Acquisition inventory valuation
|
(6.4
|
)
|
|
—
|
|
||
Pension curtailment
|
—
|
|
|
37.4
|
|
||
Amortization of intangibles
|
(4.5
|
)
|
|
(5.6
|
)
|
||
Interest and other financing items
|
(29.2
|
)
|
|
(41.4
|
)
|
||
Total earnings before income taxes
|
$
|
151.8
|
|
|
$
|
188.7
|
|
|
For the quarter ended December 31,
|
||||||
Net Sales
|
2013
|
|
2012
|
||||
Alkaline batteries
|
$
|
365.6
|
|
|
$
|
401.7
|
|
Wet Shave
|
365.2
|
|
|
394.5
|
|
||
Other batteries and lighting products
|
198.1
|
|
|
236.5
|
|
||
Feminine Care
|
80.9
|
|
|
42.0
|
|
||
Skin Care
|
56.2
|
|
|
63.1
|
|
||
Infant Care
|
35.3
|
|
|
41.0
|
|
||
Other personal care products
|
12.6
|
|
|
13.7
|
|
||
Total net sales
|
$
|
1,113.9
|
|
|
$
|
1,192.5
|
|
|
December 31, 2013
|
|
September 30, 2013
|
||||
Personal Care
|
$
|
1,387.2
|
|
|
$
|
1,208.3
|
|
Household Products
|
1,040.9
|
|
|
1,033.0
|
|
||
Total segment assets
|
2,428.1
|
|
|
2,241.3
|
|
||
Corporate
|
1,019.1
|
|
|
1,164.8
|
|
||
Goodwill and other intangible assets, net
|
3,353.3
|
|
|
3,311.3
|
|
||
Total assets
|
$
|
6,800.5
|
|
|
$
|
6,717.4
|
|
Inventories
|
$
|
44.4
|
|
Intangible assets
|
44.3
|
|
|
Other assets
|
7.2
|
|
|
Property, plant and equipment,net
|
114.2
|
|
|
Other liabilities
|
(4.5
|
)
|
|
Pension/Other post-retirement benefits
|
(20.3
|
)
|
|
Net assets acquired
|
$
|
185.3
|
|
•
|
Accelerated depreciation charges of
$4.4
and
$4.1
for the
quarter ended December 31, 2013
and
2012
, respectively, and non-cash asset impairment charges of
$19.3
for the
quarter ended December 31, 2012
, related primarily to plant closures,
|
•
|
Severance and related benefit costs of
$5.9
and
$13.6
for the
quarter ended December 31, 2013
and
2012
, respectively, associated with staffing reductions that have been identified to date, and
|
•
|
Consulting, program management and other charges associated with the restructuring of
$14.1
and
$12.0
for the
quarter ended December 31, 2013
and
2012
, respectively.
|
•
|
Accelerated depreciation charges of approximately
$4.4
for the
quarter ended December 31, 2013
, would be fully allocated to our Household Products segment. Non-cash asset impairment charges of
$19.3
and accelerated depreciation charges of approximately
$4.1
for the
quarter ended December 31, 2012
, would be fully allocated to our Household Products segment.
|
•
|
Severance and related benefit costs of approximately
$6
for the
quarter ended December 31, 2013
would be allocated as follows: Personal Care of approximately
$2
; and Household Products of approximately
$4.0
. Severance and related benefit costs of approximately
$14
for the
quarter ended December 31, 2012
would be allocated as follows: Personal Care of approximately
$2
; Household Products of approximately
$11
; and Corporate of approximately
$1
. As certain headcount provides services to both segments, charges for severance and related benefits for such headcount requires an allocation.
|
•
|
Consulting, program management and other exit costs of approximately
$14
for the
quarter ended December 31, 2013
would be allocated as follows: Personal Care of approximately
$4
; and Household Products of approximately
$10
. Consulting, program management and other exit costs of approximately
$12
for the
quarter ended December 31, 2012
would be allocated as follows: Personal Care of approximately
$3
; Household Products of approximately
$8
; and Corporate of approximately
$1
.
|
•
|
Approximately
$15
-
$30
related to plant closure and accelerated depreciation charges,
|
•
|
Approximately
$35
-
$45
related to severance and related benefit costs,
|
•
|
Approximately
$35
-
$45
related to consulting and program management, and
|
•
|
Approximately
$30
-
$40
related to other restructuring related costs.
|
|
|
|
Utilized
|
|
|||||||||||
|
October 1, 2013
|
Charge to Income
|
Cash
|
Non-Cash
|
December 31, 2013
|
||||||||||
Severance & Termination Related Costs
|
$
|
16.3
|
|
$
|
5.9
|
|
$
|
(10.7
|
)
|
$
|
—
|
|
$
|
11.5
|
|
Asset Impairment/Accelerated Depreciation
|
—
|
|
4.4
|
|
—
|
|
(4.4
|
)
|
—
|
|
|||||
Other Related Costs
|
4.3
|
|
14.1
|
|
(6.9
|
)
|
—
|
|
11.5
|
|
|||||
Total
|
$
|
20.6
|
|
$
|
24.4
|
|
$
|
(17.6
|
)
|
$
|
(4.4
|
)
|
$
|
23.0
|
|
(in millions, except per share data)
|
Quarter Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Numerator:
|
|
|
|
||||
Net earnings for basic and dilutive earnings per share
|
$
|
107.9
|
|
|
$
|
129.8
|
|
Denominator:
|
|
|
|
||||
Weighted-average shares - basic
|
62.5
|
|
|
61.8
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock options
|
0.1
|
|
|
0.1
|
|
||
Restricted stock equivalents
|
0.5
|
|
|
0.7
|
|
||
Total dilutive securities
|
0.6
|
|
|
0.8
|
|
||
Weighted-average shares - diluted
|
63.1
|
|
|
62.6
|
|
||
Basic net earnings per share
|
$
|
1.73
|
|
|
$
|
2.10
|
|
Diluted net earnings per share
|
$
|
1.71
|
|
|
$
|
2.07
|
|
|
Household
Products
|
|
Personal
Care
|
|
Total
|
||||||
Balance at October 1, 2013
|
$
|
37.2
|
|
|
$
|
1,438.6
|
|
|
$
|
1,475.8
|
|
Cumulative translation adjustment
|
0.1
|
|
|
1.4
|
|
|
1.5
|
|
|||
Balance at December 31, 2013
|
$
|
37.3
|
|
|
$
|
1,440.0
|
|
|
$
|
1,477.3
|
|
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||
To be amortized:
|
|
|
|
|
|
||||||
Tradenames/Brands
|
$
|
19.0
|
|
|
$
|
13.0
|
|
|
$
|
6.0
|
|
Technology and patents
|
75.7
|
|
|
58.3
|
|
|
17.4
|
|
|||
Customer-related/Other
|
163.4
|
|
|
59.7
|
|
|
103.7
|
|
|||
Total amortizable intangible assets
|
$
|
258.1
|
|
|
$
|
131.0
|
|
|
$
|
127.1
|
|
|
Pension
|
||||||
|
Quarter Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Service cost
|
$
|
3.7
|
|
|
$
|
7.0
|
|
Interest cost
|
13.8
|
|
|
12.3
|
|
||
Expected return on plan assets
|
(17.5
|
)
|
|
(17.0
|
)
|
||
Amortization of prior service cost
|
—
|
|
|
(0.4
|
)
|
||
Amortization of unrecognized net loss
|
4.7
|
|
|
7.4
|
|
||
Settlement charge
|
0.1
|
|
|
—
|
|
||
Curtailment gain
|
—
|
|
|
(37.4
|
)
|
||
Net periodic benefit cost/(income)
|
$
|
4.8
|
|
|
$
|
(28.1
|
)
|
|
Postretirement
|
||||||
|
Quarter Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Service cost
|
$
|
0.5
|
|
|
$
|
0.2
|
|
Interest cost
|
0.2
|
|
|
0.3
|
|
||
Amortization of prior service cost
|
—
|
|
|
(0.9
|
)
|
||
Amortization of unrecognized net gain
|
—
|
|
|
(0.5
|
)
|
||
Net periodic benefit cost
|
$
|
0.7
|
|
|
$
|
(0.9
|
)
|
|
December 31,
2013 |
|
September 30,
2013 |
||||
Private Placement, fixed interest rates ranging from 5.2% to 6.6%, due 2014 to 2017
|
$
|
1,040.0
|
|
|
$
|
1,040.0
|
|
Senior Notes, fixed interest rate of 4.7%, due 2021
|
600.0
|
|
|
600.0
|
|
||
Senior Notes, fixed interest rate of 4.7%, due 2022, net of discount
|
498.8
|
|
|
498.8
|
|
||
Total long-term debt, including current maturities
|
2,138.8
|
|
|
2,138.8
|
|
||
Less current portion
|
220.0
|
|
|
140.0
|
|
||
Total long-term debt
|
$
|
1,918.8
|
|
|
$
|
1,998.8
|
|
|
|
At December 31, 2013
|
|
For the Three Months Ended December 31, 2013
|
||||||||
Derivatives designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value, Asset (Liability) (1) (2)
|
|
Gain/(Loss) Recognized in OCI (3)
|
|
Gain/(Loss) Reclassified From OCI into Income(Effective Portion) (4) (5)
|
||||||
Foreign currency contracts
|
|
$
|
3.8
|
|
|
$
|
4.6
|
|
|
$
|
2.3
|
|
Total
|
|
$
|
3.8
|
|
|
$
|
4.6
|
|
|
$
|
2.3
|
|
|
|
|
|
|
|
|
||||||
|
|
At September 30, 2013
|
|
For the Three Months Ended December 31, 2012
|
||||||||
Derivatives designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value, Asset (Liability) (1) (2)
|
|
Gain/(Loss) Recognized in OCI (3)
|
|
Gain/(Loss) Reclassified From OCI into Income(Effective Portion) (4) (5)
|
||||||
Foreign currency contracts
|
|
$
|
1.5
|
|
|
$
|
6.7
|
|
|
$
|
(1.0
|
)
|
Interest rate contracts
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||
Total
|
|
$
|
1.5
|
|
|
$
|
6.7
|
|
|
$
|
(1.3
|
)
|
(1)
|
All derivative assets are presented in other current assets or other assets.
|
(2)
|
All derivative liabilities are presented in other current liabilities or other liabilities.
|
(3)
|
OCI is defined as other comprehensive income.
|
(4)
|
Gain/(Loss) reclassified to Income was recorded as follows: Foreign currency contracts in Other financing items.
|
(5)
|
Each of these derivative instruments had a high correlation to the underlying exposure being hedged for the periods indicated and had been deemed highly effective in offsetting associated risk.
|
|
|
At December 31, 2013
|
|
For the Three Months Ended December 31, 2013
|
||||
Derivatives not designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Asset (Liability)
|
|
Gain/(Loss) Recognized in Income (1)
|
||||
Share option
|
|
$
|
0.8
|
|
|
$
|
7.4
|
|
Foreign currency contracts
|
|
6.2
|
|
|
8.8
|
|
||
Total
|
|
$
|
7.0
|
|
|
$
|
16.2
|
|
|
|
|
|
|
||||
|
|
At September 30, 2013
|
|
For the Three Months Ended December 31, 2012
|
||||
Derivatives not designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Asset (Liability)
|
|
Gain/(Loss) Recognized in Income (1)
|
||||
Share option
|
|
$
|
7.7
|
|
|
$
|
3.8
|
|
Commodity contracts
|
|
—
|
|
|
(1.9
|
)
|
||
Foreign currency contracts
|
|
(3.2
|
)
|
|
0.3
|
|
||
Total
|
|
$
|
4.5
|
|
|
$
|
2.2
|
|
(1)
|
Gain/(Loss) recognized in Income was recorded as follows: Share option in Selling, general and administrative expense and foreign currency contracts in Other financing items, net.
|
Offsetting of derivative assets
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
At December 31, 2013
|
|
At September 30, 2013
|
||||||||||||||||||||
Description
|
|
Balance Sheet location
|
|
Gross amounts of recognized assets
|
|
Gross amounts offset in the Balance Sheet
|
|
Net amounts of assets presented in the Balance Sheet
|
|
Gross amounts of recognized assets
|
|
Gross amounts offset in the Balance Sheet
|
|
Net amounts of assets presented in the Balance Sheet
|
||||||||||||
Foreign Currency Contracts
|
|
Other Current Assets, Other Assets
|
|
$
|
15.5
|
|
|
$
|
—
|
|
|
$
|
15.5
|
|
|
$
|
7.3
|
|
|
$
|
(0.6
|
)
|
|
$
|
6.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Offsetting of derivative liabilities
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
At December 31, 2013
|
|
At September 30, 2013
|
||||||||||||||||||||
Description
|
|
Balance Sheet location
|
|
Gross amounts of recognized liabilities
|
|
Gross amounts offset in the Balance Sheet
|
|
Net amounts of liabilities presented in the Balance Sheet
|
|
Gross amounts of recognized liabilities
|
|
Gross amounts offset in the Balance Sheet
|
|
Net amounts of liabilities presented in the Balance Sheet
|
||||||||||||
Foreign Currency Contracts
|
|
Other Current Liabilities, Other Liabilities
|
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
8.6
|
|
|
$
|
(0.2
|
)
|
|
$
|
8.4
|
|
|
Level 2
|
||||||
|
December 31,
2013 |
|
September 30,
2013 |
||||
Assets/(Liabilities) at estimated fair value:
|
|
|
|
||||
Deferred Compensation
|
$
|
(174.4
|
)
|
|
$
|
(167.6
|
)
|
Derivatives - Foreign Currency Contracts
|
10.0
|
|
|
(1.7
|
)
|
||
Share Option
|
0.8
|
|
|
7.7
|
|
||
Net Liabilities at estimated fair value
|
$
|
(163.6
|
)
|
|
$
|
(161.6
|
)
|
|
Foreign Currency Translation Adjustments
|
Pension/Postretirement Activity
|
Hedging Activity
|
Total
|
||||||||
Balance at September 30, 2013
|
$
|
4.8
|
|
$
|
(178.2
|
)
|
$
|
0.5
|
|
$
|
(172.9
|
)
|
OCI before reclassifications
|
0.2
|
|
(0.3
|
)
|
0.2
|
|
0.1
|
|
||||
Reclassifications to earnings
|
—
|
|
3.1
|
|
1.2
|
|
4.3
|
|
||||
Balance at December 31, 2013
|
$
|
5.0
|
|
$
|
(175.4
|
)
|
$
|
1.9
|
|
$
|
(168.5
|
)
|
|
For the Three Months Ended December 31, 2013
|
|
||
Details of AOCI Components
|
Amount Reclassified
from AOCI (1)
|
Affected Line Item in the Consolidated Statements of Earnings
|
||
Gains and losses on cash flow hedges
|
|
|
||
Foreign exchange contracts
|
$
|
2.3
|
|
Other financing items, net
|
|
2.3
|
|
Total before tax
|
|
|
(1.1
|
)
|
Tax (expense)/benefit
|
|
|
$
|
1.2
|
|
Net of tax
|
Amortization of defined benefit pension/postretirement items
|
|
|
||
Actuarial losses
|
4.7
|
|
(2)
|
|
Curtailment gain
|
0.1
|
|
(2)
|
|
|
4.8
|
|
Total before tax
|
|
|
(1.7
|
)
|
Tax (expense)/benefit
|
|
|
$
|
3.1
|
|
Net of tax
|
Total reclassifications for the period
|
$
|
4.3
|
|
Net of tax
|
(1)
|
Amounts in parentheses indicate debits to profit/loss.
|
(2)
|
These AOCI components are included in the computation of net periodic benefit cost (see Note 7 for further details).
|
|
December 31,
2013 |
September 30,
2013 |
||||
Inventories
|
|
|
||||
Raw materials and supplies
|
$
|
95.6
|
|
$
|
95.2
|
|
Work in process
|
122.2
|
|
150.2
|
|
||
Finished products
|
393.8
|
|
370.9
|
|
||
Total inventories
|
$
|
611.6
|
|
$
|
616.3
|
|
Other Current Assets
|
|
|
||||
Miscellaneous receivables
|
$
|
100.9
|
|
$
|
56.7
|
|
Deferred income tax benefits
|
208.8
|
|
211.7
|
|
||
Prepaid expenses
|
108.1
|
|
87.5
|
|
||
Value added tax collectible from customers
|
64.1
|
|
57.6
|
|
||
Share option
|
0.8
|
|
7.7
|
|
||
Income taxes receivable
|
52.0
|
|
31.1
|
|
||
Other
|
26.6
|
|
20.9
|
|
||
Total other current assets
|
$
|
561.3
|
|
$
|
473.2
|
|
Property, Plant and Equipment
|
|
|
||||
Land
|
$
|
45.2
|
|
$
|
39.1
|
|
Buildings
|
300.5
|
|
283.9
|
|
||
Machinery and equipment
|
1,858.9
|
|
1,799.2
|
|
||
Construction in progress
|
83.2
|
|
63.7
|
|
||
Total gross property
|
2,287.8
|
|
2,185.9
|
|
||
Accumulated depreciation
|
(1,440.2
|
)
|
(1,430.3
|
)
|
||
Total property, plant and equipment, net
|
$
|
847.6
|
|
$
|
755.6
|
|
Other Current Liabilities
|
|
|
||||
Accrued advertising, sales promotion and allowances
|
$
|
110.6
|
|
$
|
100.3
|
|
Accrued trade allowances
|
102.7
|
|
93.1
|
|
||
Accrued salaries, vacations and incentive compensation
|
58.6
|
|
112.0
|
|
||
Returns reserve
|
19.8
|
|
49.8
|
|
||
2013 restructuring reserve
|
23.0
|
|
20.6
|
|
||
Other
|
196.9
|
|
198.2
|
|
||
Total other current liabilities
|
$
|
511.6
|
|
$
|
574.0
|
|
Other Liabilities
|
|
|
||||
Pensions and other retirement benefits
|
$
|
332.4
|
|
$
|
315.9
|
|
Deferred compensation
|
174.7
|
|
167.8
|
|
||
Deferred income tax liabilities
|
571.3
|
|
541.7
|
|
||
Other non-current liabilities
|
87.5
|
|
86.2
|
|
||
Total other liabilities
|
$
|
1,165.9
|
|
$
|
1,111.6
|
|
|
Consolidated Statements of Earnings (Condensed)
|
||||||||||||||
|
For the Quarter Ended December 31, 2013
|
||||||||||||||
|
Parent Company
|
Guarantors
|
Non-Guarantors
|
Eliminations
|
Total
|
||||||||||
Net Sales
|
$
|
—
|
|
$
|
626.2
|
|
$
|
643.4
|
|
$
|
(155.7
|
)
|
$
|
1,113.9
|
|
Cost of products sold
|
—
|
|
389.8
|
|
366.1
|
|
(153.8
|
)
|
602.1
|
|
|||||
Gross Profit
|
—
|
|
236.4
|
|
277.3
|
|
(1.9
|
)
|
511.8
|
|
|||||
|
|
|
|
|
|
||||||||||
Selling, general and administrative expense
|
—
|
|
101.2
|
|
102.3
|
|
—
|
|
203.5
|
|
|||||
Advertising and sales promotion expense
|
—
|
|
44.8
|
|
36.3
|
|
(0.1
|
)
|
81.0
|
|
|||||
Research and development expense
|
—
|
|
21.4
|
|
0.5
|
|
—
|
|
21.9
|
|
|||||
2013 restructuring
|
—
|
|
17.7
|
|
6.7
|
|
—
|
|
24.4
|
|
|||||
Interest expense
|
30.1
|
|
—
|
|
1.1
|
|
—
|
|
31.2
|
|
|||||
Intercompany interest (income)/expense
|
(29.6
|
)
|
29.6
|
|
—
|
|
—
|
|
—
|
|
|||||
Other financing expense/(income)
|
—
|
|
0.1
|
|
(2.1
|
)
|
—
|
|
(2.0
|
)
|
|||||
Intercompany service fees
|
—
|
|
2.1
|
|
(2.1
|
)
|
—
|
|
—
|
|
|||||
Equity in earnings of subsidiaries
|
(109.4
|
)
|
(100.2
|
)
|
—
|
|
209.6
|
|
—
|
|
|||||
Earnings before income taxes
|
108.9
|
|
119.7
|
|
134.6
|
|
(211.4
|
)
|
151.8
|
|
|||||
Income taxes
|
1.0
|
|
13.7
|
|
31.0
|
|
(1.8
|
)
|
43.9
|
|
|||||
Net earnings
|
$
|
107.9
|
|
$
|
106.0
|
|
$
|
103.6
|
|
$
|
(209.6
|
)
|
$
|
107.9
|
|
|
|
|
|
|
|
||||||||||
Statement of Comprehensive Income:
|
|
|
|
|
|
||||||||||
Net Earnings
|
$
|
107.9
|
|
$
|
106.0
|
|
$
|
103.6
|
|
$
|
(209.6
|
)
|
$
|
107.9
|
|
Other comprehensive income/(loss), net of tax
|
4.4
|
|
(1.9
|
)
|
1.9
|
|
—
|
|
4.4
|
|
|||||
Total comprehensive income
|
$
|
112.3
|
|
$
|
104.1
|
|
$
|
105.5
|
|
$
|
(209.6
|
)
|
$
|
112.3
|
|
|
Consolidated Statements of Earnings (Condensed)
|
||||||||||||||
|
For the Quarter Ended December 31, 2012
|
||||||||||||||
|
Parent Company
|
Guarantors
|
Non-Guarantors
|
Eliminations
|
Total
|
||||||||||
Net Sales
|
$
|
—
|
|
$
|
690.9
|
|
$
|
640.4
|
|
$
|
(138.8
|
)
|
$
|
1,192.5
|
|
Cost of products sold
|
—
|
|
413.5
|
|
357.2
|
|
(139.8
|
)
|
630.9
|
|
|||||
Gross Profit
|
—
|
|
277.4
|
|
283.2
|
|
1.0
|
|
561.6
|
|
|||||
|
|
|
|
|
|
||||||||||
Selling, general and administrative expense
|
—
|
|
89.6
|
|
110.9
|
|
—
|
|
200.5
|
|
|||||
Advertising and sales promotion expense
|
—
|
|
47.5
|
|
47.3
|
|
—
|
|
94.8
|
|
|||||
Research and development expense
|
—
|
|
24.5
|
|
0.1
|
|
—
|
|
24.6
|
|
|||||
2013 restructuring
|
—
|
|
44.5
|
|
4.5
|
|
—
|
|
49.0
|
|
|||||
Pension curtailment
|
—
|
|
(37.4
|
)
|
—
|
|
—
|
|
(37.4
|
)
|
|||||
Interest expense
|
32.0
|
|
—
|
|
1.5
|
|
—
|
|
33.5
|
|
|||||
Intercompany interest (income)/expense
|
(31.3
|
)
|
31.4
|
|
(0.1
|
)
|
—
|
|
—
|
|
|||||
Other financing expense
|
—
|
|
2.2
|
|
5.7
|
|
—
|
|
7.9
|
|
|||||
Intercompany dividends/service fees
|
—
|
|
4.4
|
|
(4.4
|
)
|
—
|
|
—
|
|
|||||
Equity in earnings of subsidiaries
|
(131.5
|
)
|
(83.6
|
)
|
—
|
|
215.1
|
|
—
|
|
|||||
Earnings before income taxes
|
130.8
|
|
154.3
|
|
117.7
|
|
(214.1
|
)
|
188.7
|
|
|||||
Income taxes
|
1.0
|
|
28.8
|
|
28.1
|
|
1.0
|
|
58.9
|
|
|||||
Net earnings
|
$
|
129.8
|
|
$
|
125.5
|
|
$
|
89.6
|
|
$
|
(215.1
|
)
|
$
|
129.8
|
|
|
|
|
|
|
|
||||||||||
Statement of Comprehensive Income:
|
|
|
|
|
|
||||||||||
Net Earnings
|
$
|
129.8
|
|
$
|
125.5
|
|
$
|
89.6
|
|
$
|
(215.1
|
)
|
$
|
129.8
|
|
Other comprehensive (loss)/income, net of tax
|
(1.5
|
)
|
(10.6
|
)
|
18.7
|
|
(8.1
|
)
|
(1.5
|
)
|
|||||
Total comprehensive income
|
$
|
128.3
|
|
$
|
114.9
|
|
$
|
108.3
|
|
$
|
(223.2
|
)
|
$
|
128.3
|
|
|
Consolidated Balance Sheets (Condensed)
|
||||||||||||||
|
December 31, 2013
|
||||||||||||||
|
Parent Company
|
Guarantors
|
Non-Guarantors
|
Eliminations
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
5.5
|
|
$
|
876.0
|
|
$
|
—
|
|
$
|
881.5
|
|
Trade receivables, net (a)
|
—
|
|
7.8
|
|
455.6
|
|
—
|
|
463.4
|
|
|||||
Inventories
|
—
|
|
342.4
|
|
303.6
|
|
(34.4
|
)
|
611.6
|
|
|||||
Other current assets
|
39.1
|
|
304.1
|
|
231.2
|
|
(13.1
|
)
|
561.3
|
|
|||||
Total current assets
|
39.1
|
|
659.8
|
|
1,866.4
|
|
(47.5
|
)
|
2,517.8
|
|
|||||
Investment in subsidiaries
|
7,121.3
|
|
2,018.8
|
|
—
|
|
(9,140.1
|
)
|
—
|
|
|||||
Intercompany receivables, net (b)
|
—
|
|
4,163.0
|
|
354.0
|
|
(4,517.0
|
)
|
—
|
|
|||||
Intercompany notes receivable (b)
|
2,155.1
|
|
4.1
|
|
|
(2,159.2
|
)
|
—
|
|
||||||
Property, plant and equipment, net
|
—
|
|
462.3
|
|
385.3
|
|
—
|
|
847.6
|
|
|||||
Goodwill
|
—
|
|
1,079.5
|
|
397.8
|
|
—
|
|
1,477.3
|
|
|||||
Other intangible assets, net
|
—
|
|
1,670.0
|
|
206.0
|
|
|
1,876.0
|
|
||||||
Other assets
|
9.7
|
|
12.9
|
|
59.2
|
|
—
|
|
81.8
|
|
|||||
Total assets
|
$
|
9,325.2
|
|
$
|
10,070.4
|
|
$
|
3,268.7
|
|
$
|
(15,863.8
|
)
|
$
|
6,800.5
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
$
|
269.1
|
|
$
|
359.1
|
|
$
|
576.9
|
|
$
|
(23.8
|
)
|
$
|
1,181.3
|
|
Intercompany payables, net (b)
|
4,517.0
|
|
—
|
|
—
|
|
(4,517.0
|
)
|
—
|
|
|||||
Intercompany notes payable (b)
|
—
|
|
2,155.1
|
|
4.1
|
|
(2,159.2
|
)
|
—
|
|
|||||
Long-term debt
|
1,918.8
|
|
—
|
|
—
|
|
—
|
|
1,918.8
|
|
|||||
Other liabilities
|
85.8
|
|
857.1
|
|
223.0
|
|
—
|
|
1,165.9
|
|
|||||
Total liabilities
|
6,790.7
|
|
3,371.3
|
|
804.0
|
|
(6,700.0
|
)
|
4,266.0
|
|
|||||
Total shareholders' equity
|
2,534.5
|
|
6,699.1
|
|
2,464.7
|
|
(9,163.8
|
)
|
2,534.5
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
9,325.2
|
|
$
|
10,070.4
|
|
$
|
3,268.7
|
|
$
|
(15,863.8
|
)
|
$
|
6,800.5
|
|
|
Consolidated Balance Sheets (Condensed)
|
||||||||||||||
|
September 30, 2013
|
||||||||||||||
|
Parent Company
|
Guarantors
|
Non-Guarantors
|
Eliminations
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
8.0
|
|
$
|
8.4
|
|
$
|
981.9
|
|
$
|
—
|
|
$
|
998.3
|
|
Trade receivables, net (a)
|
—
|
|
11.8
|
|
468.8
|
|
—
|
|
480.6
|
|
|||||
Inventories
|
—
|
|
334.7
|
|
312.7
|
|
(31.1
|
)
|
616.3
|
|
|||||
Other current assets
|
23.5
|
|
270.5
|
|
194.7
|
|
(15.5
|
)
|
473.2
|
|
|||||
Total current assets
|
31.5
|
|
625.4
|
|
1,958.1
|
|
(46.6
|
)
|
2,568.4
|
|
|||||
Investment in subsidiaries
|
7,007.5
|
|
1,920.7
|
|
—
|
|
(8,928.2
|
)
|
—
|
|
|||||
Intercompany receivables, net (b)
|
—
|
|
4,258.8
|
|
260.1
|
|
(4,518.9
|
)
|
—
|
|
|||||
Intercompany notes receivable (b)
|
2,180.3
|
|
4.5
|
|
—
|
|
(2,184.8
|
)
|
—
|
|
|||||
Property, plant and equipment, net
|
—
|
|
474.7
|
|
280.9
|
|
—
|
|
755.6
|
|
|||||
Goodwill
|
—
|
|
1,104.9
|
|
370.9
|
|
—
|
|
1,475.8
|
|
|||||
Other intangible assets, net
|
—
|
|
1,629.5
|
|
206.0
|
|
—
|
|
1,835.5
|
|
|||||
Other assets
|
10.2
|
|
13.4
|
|
58.5
|
|
—
|
|
82.1
|
|
|||||
Total assets
|
$
|
9,229.5
|
|
$
|
10,031.9
|
|
$
|
3,134.5
|
|
$
|
(15,678.5
|
)
|
$
|
6,717.4
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
$
|
184.4
|
|
$
|
421.3
|
|
$
|
572.5
|
|
$
|
(24.8
|
)
|
$
|
1,153.4
|
|
Intercompany payables, net (b)
|
4,518.9
|
|
—
|
|
—
|
|
(4,518.9
|
)
|
—
|
|
|||||
Intercompany notes payable (b)
|
—
|
|
2,180.3
|
|
4.5
|
|
(2,184.8
|
)
|
—
|
|
|||||
Long-term debt
|
1,998.8
|
|
—
|
|
—
|
|
—
|
|
1,998.8
|
|
|||||
Other liabilities
|
73.8
|
|
839.6
|
|
198.2
|
|
—
|
|
1,111.6
|
|
|||||
Total liabilities
|
6,775.9
|
|
3,441.2
|
|
775.2
|
|
(6,728.5
|
)
|
4,263.8
|
|
|||||
Total shareholders' equity
|
2,453.6
|
|
6,590.7
|
|
2,359.3
|
|
(8,950.0
|
)
|
2,453.6
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
9,229.5
|
|
$
|
10,031.9
|
|
$
|
3,134.5
|
|
$
|
(15,678.5
|
)
|
$
|
6,717.4
|
|
|
Consolidated Statements of Cash Flows (Condensed)
|
||||||||||||||
|
For the Three Months Ended December 31, 2013
|
||||||||||||||
|
Parent Company
|
Guarantors
|
Non-Guarantors
|
Eliminations
|
Total
|
||||||||||
Net cash flow (used by)/from operations
|
$
|
(10.8
|
)
|
$
|
30.2
|
|
$
|
34.4
|
|
$
|
(2.7
|
)
|
$
|
51.1
|
|
Cash Flow from Investing Activities
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
(12.0
|
)
|
(8.3
|
)
|
—
|
|
(20.3
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
3.3
|
|
0.2
|
|
—
|
|
3.5
|
|
|||||
Feminine care acquisition
|
|
(50.1
|
)
|
(135.2
|
)
|
—
|
|
(185.3
|
)
|
||||||
Proceeds from intercompany notes
|
—
|
|
0.4
|
|
—
|
|
(0.4
|
)
|
—
|
|
|||||
Intercompany receivable/payable,
net
|
(30.0
|
)
|
(28.1
|
)
|
(28.0
|
)
|
86.1
|
|
—
|
|
|||||
Payment for equity contributions
|
—
|
|
(0.7
|
)
|
—
|
|
0.7
|
|
—
|
|
|||||
Net cash (used by)/from investing
activities
|
(30.0
|
)
|
(87.2
|
)
|
(171.3
|
)
|
86.4
|
|
(202.1
|
)
|
|||||
Cash Flow from Financing Activities
|
|
|
|
|
|
||||||||||
Net increase/(decrease) in debt with
original maturity days of 90 or less
|
30.0
|
|
(3.9
|
)
|
32.2
|
|
—
|
|
58.3
|
|
|||||
Payments for intercompany notes
|
—
|
|
—
|
|
(0.4
|
)
|
0.4
|
|
—
|
|
|||||
Proceeds from issuance of common
stock
|
2.0
|
|
—
|
|
—
|
|
—
|
|
2.0
|
|
|||||
Excess tax benefits from share-
based payments
|
4.0
|
|
—
|
|
—
|
|
—
|
|
4.0
|
|
|||||
Cash dividends paid
|
(31.3
|
)
|
—
|
|
—
|
|
—
|
|
(31.3
|
)
|
|||||
Intercompany receivable/payable,
net
|
28.1
|
|
58.0
|
|
—
|
|
(86.1
|
)
|
—
|
|
|||||
Payment for equity contributions
|
—
|
|
—
|
|
0.7
|
|
(0.7
|
)
|
—
|
|
|||||
Intercompany dividend
|
—
|
|
—
|
|
(2.7
|
)
|
2.7
|
|
—
|
|
|||||
Net cash (used by)/from financing
activities
|
32.8
|
|
54.1
|
|
29.8
|
|
(83.7
|
)
|
33.0
|
|
|||||
Effect of exchange rate changes on
cash
|
—
|
|
—
|
|
1.2
|
|
—
|
|
1.2
|
|
|||||
Net (decrease) in cash and cash
equivalents
|
(8.0
|
)
|
(2.9
|
)
|
(105.9
|
)
|
—
|
|
(116.8
|
)
|
|||||
Cash and cash equivalents, beginning
of period
|
8.0
|
|
8.4
|
|
981.9
|
|
—
|
|
998.3
|
|
|||||
Cash and cash equivalents, end of
period
|
$
|
—
|
|
$
|
5.5
|
|
$
|
876.0
|
|
$
|
—
|
|
$
|
881.5
|
|
|
Consolidated Statements of Cash Flows (Condensed)
|
||||||||||||||
|
For the Three Months Ended December 31, 2012
|
||||||||||||||
|
Parent Company
|
Guarantors
|
Non-Guarantors
|
Eliminations
|
Total
|
||||||||||
Net cash flow (used by)/from operations
|
$
|
(21.9
|
)
|
$
|
27.4
|
|
$
|
86.6
|
|
$
|
(20.5
|
)
|
$
|
71.6
|
|
Cash Flow from Investing Activities
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
(10.3
|
)
|
(5.1
|
)
|
—
|
|
(15.4
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
—
|
|
0.1
|
|
—
|
|
0.1
|
|
|||||
Proceeds from intercompany notes
|
106.5
|
|
—
|
|
5.1
|
|
(111.6
|
)
|
—
|
|
|||||
Intercompany receivable/payable, net
|
(65.0
|
)
|
(33.6
|
)
|
(60.0
|
)
|
158.6
|
|
—
|
|
|||||
Other, net
|
—
|
|
—
|
|
(0.1
|
)
|
—
|
|
(0.1
|
)
|
|||||
Net cash from/(used by) investing
activities
|
41.5
|
|
(43.9
|
)
|
(60.0
|
)
|
47.0
|
|
(15.4
|
)
|
|||||
Cash Flow from Financing Activities
|
|
|
|
|
|
||||||||||
Cash payments on debt with original
maturities greater than 90 days
|
(106.5
|
)
|
—
|
|
—
|
|
—
|
|
(106.5
|
)
|
|||||
Net increase in debt with original
maturity days of 90 or less
|
65.0
|
|
4.5
|
|
61.6
|
|
—
|
|
131.1
|
|
|||||
Payments for intercompany notes
|
—
|
|
(111.6
|
)
|
—
|
|
111.6
|
|
—
|
|
|||||
Proceeds from issuance of common
stock
|
6.6
|
|
—
|
|
—
|
|
—
|
|
6.6
|
|
|||||
Excess tax benefits from share-based
payments
|
2.5
|
|
—
|
|
—
|
|
—
|
|
2.5
|
|
|||||
Cash dividends paid
|
(24.8
|
)
|
—
|
|
—
|
|
—
|
|
(24.8
|
)
|
|||||
Intercompany receivable/payable, net
|
33.6
|
|
125.0
|
|
—
|
|
(158.6
|
)
|
—
|
|
|||||
Intercompany dividend
|
—
|
|
—
|
|
(20.5
|
)
|
20.5
|
|
—
|
|
|||||
Net cash (used by)/from financing
activities
|
(23.6
|
)
|
17.9
|
|
41.1
|
|
(26.5
|
)
|
8.9
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
—
|
|
3.5
|
|
—
|
|
3.5
|
|
|||||
Net (decrease)/increase in cash and cash equivalents
|
(4.0
|
)
|
1.4
|
|
71.2
|
|
—
|
|
68.6
|
|
|||||
Cash and cash equivalents, beginning of
period
|
4.0
|
|
9.2
|
|
705.3
|
|
—
|
|
718.5
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
$
|
10.6
|
|
$
|
776.5
|
|
$
|
—
|
|
$
|
787.1
|
|
•
|
General market and economic conditions;
|
•
|
Market trends in the categories in which we operate;
|
•
|
The success of new products and the ability to continually develop and market new products;
|
•
|
Our ability to attract, retain and improve distribution with key customers;
|
•
|
Our ability to continue planned advertising and other promotional spending;
|
•
|
Our ability to timely execute strategic initiatives, including restructurings, in a manner that will positively impact our financial condition and results of operations and does not disrupt our business operations;
|
•
|
The impact of strategic initiatives, including restructurings, on our relationships with employees, customers and vendors;
|
•
|
Our ability to maintain and improve market share in the categories in which we operate despite heightened competitive pressure;
|
•
|
Our ability to improve operations and realize cost savings;
|
•
|
The impact of raw material and other commodity costs;
|
•
|
The impact of foreign currency exchange rates and currency controls as well as offsetting hedges;
|
•
|
Our ability to acquire and integrate businesses, and to realize the projected results of acquisitions;
|
•
|
The impact of advertising and product liability claims and other litigation;
|
•
|
Compliance with debt covenants as well as the impact of interest and principal repayment of our existing and any future debt; or
|
•
|
The impact of legislative or regulatory determinations or changes by federal, state and local, and foreign authorities, including taxing authorities.
|
|
|
Quarter Ended December 31,
|
||||||||||||||
|
|
Net Earnings
|
|
Diluted EPS
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net Earnings/Diluted EPS - GAAP (Unaudited)
|
|
$
|
107.9
|
|
|
$
|
129.8
|
|
|
$
|
1.71
|
|
|
$
|
2.07
|
|
Impacts, net of tax: Expense/(Income)
|
|
|
|
|
|
|
|
|
||||||||
2013 Restructuring and related costs
(1)
|
|
17.5
|
|
|
30.7
|
|
|
0.27
|
|
|
0.49
|
|
||||
Feminine care acquisition/integration costs
|
|
3.1
|
|
|
—
|
|
|
0.06
|
|
|
—
|
|
||||
Acquisition inventory valuation
|
|
4.0
|
|
|
—
|
|
|
0.06
|
|
|
—
|
|
||||
Pension curtailment
|
|
—
|
|
|
(23.5
|
)
|
|
—
|
|
|
(0.37
|
)
|
||||
Other realignment/integration
|
|
0.1
|
|
|
0.7
|
|
|
—
|
|
|
0.01
|
|
||||
Net Earnings/Diluted EPS - adjusted (Non-GAAP)
|
|
$
|
132.6
|
|
|
$
|
137.7
|
|
|
$
|
2.10
|
|
|
$
|
2.20
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares - Diluted
|
|
|
|
|
|
63.1
|
|
|
62.6
|
|
•
|
Accelerated depreciation charges of
$4.4
and
$4.1
for the
quarter ended December 31, 2013
and
2012
, respectively, and non-cash asset impairment charges of
$19.3
for the
quarter ended December 31, 2012
, related primarily to plant closures,
|
•
|
Severance and related benefit costs of
$5.9
and
$13.6
for the
quarter ended December 31, 2013
and
2012
, respectively, associated with staffing reductions that have been identified to date, and
|
•
|
Consulting, program management and other charges associated with the restructuring of
$14.1
and
$12.0
for the
quarter ended December 31, 2013
and
2012
, respectively.
|
Net Sales - Personal Care (In millions - Unaudited)
|
|
|
|||||
Quarter Ended December 31, 2013
|
|
|
|||||
|
|
Q1
|
|
% Chg
|
|||
Net Sales - FY '13
|
|
$
|
554.3
|
|
|
|
|
Organic
|
|
(33.8
|
)
|
|
(6.1
|
)%
|
|
Impact of currency
|
|
(14.4
|
)
|
|
(2.6
|
)%
|
|
Incremental impact of acquisitions
|
|
44.1
|
|
|
8.0
|
%
|
|
Net Sales - FY '14
|
|
$
|
550.2
|
|
|
(0.7
|
)%
|
•
|
Wet Shave net sales decreased approximately
7%
on a reported basis and decreased about 4% organically as higher sales of Hydro branded systems were offset by lower sales of shave preps and legacy systems.
|
•
|
Skin Care net sales decreased approximately
11%
on a reported basis and decreased approximately 8% on an organic basis due to lower sales in North America and inventory import restrictions in certain Latin American countries, primarily Venezuela and Argentina.
|
•
|
Feminine Care net sales increased approximately 93% on a reported basis due to an incremental $44.1 sales from the recent acquisition. Excluding the incremental impact of the acquisition and unfavorable currencies, organic sales declined approximately 12% due to U.S. category declines and competitive promotional activity.
|
•
|
All other product categories decreased due to continued competitive activity and category softness.
|
Net Sales - Household Products (In millions - Unaudited)
|
|||||||
Quarter Ended December 31, 2013
|
|
|
|||||
|
|
Q1
|
|
% Chg
|
|||
Net Sales - FY '13
|
|
$
|
638.2
|
|
|
|
|
Organic
|
|
(65.6
|
)
|
|
(10.3
|
)%
|
|
Impact of currency
|
|
(8.9
|
)
|
|
(1.4
|
)%
|
|
Net Sales - FY '14
|
|
$
|
563.7
|
|
|
(11.7
|
)%
|
|
|
Quarter Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
General corporate expenses
|
|
$
|
40.0
|
|
|
$
|
28.5
|
|
Integration/other realignment
|
|
0.2
|
|
|
1.0
|
|
||
Sub-total
|
|
40.2
|
|
|
29.5
|
|
||
2013 restructuring and related costs
(1)
|
|
26.7
|
|
|
49.0
|
|
||
Feminine care costs:
|
|
|
|
|
||||
Acquisition costs
|
|
3.5
|
|
|
—
|
|
||
Integration costs
|
|
1.4
|
|
|
—
|
|
||
Acquisition inventory valuation
|
|
6.4
|
|
|
—
|
|
||
Pension curtailment gain
|
|
—
|
|
|
(37.4
|
)
|
||
General corporate and other expenses
|
|
$
|
78.2
|
|
|
$
|
41.1
|
|
% of total net sales
|
|
7.0
|
%
|
|
3.4
|
%
|
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5
years
|
||||||||||
Long-term debt, including current maturities
|
$
|
2,140.0
|
|
|
$
|
220.0
|
|
|
$
|
510.0
|
|
|
$
|
310.0
|
|
|
$
|
1,100.0
|
|
Interest on long-term debt
|
577.3
|
|
|
112.0
|
|
|
188.9
|
|
|
123.7
|
|
|
152.7
|
|
|||||
Notes Payable
|
161.1
|
|
|
161.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Minimum pension funding
(1)
|
82.1
|
|
|
32.5
|
|
|
28.6
|
|
|
21.0
|
|
|
—
|
|
|||||
Operating leases
|
130.0
|
|
|
28.9
|
|
|
39.3
|
|
|
31.2
|
|
|
30.6
|
|
|||||
Purchase obligations and other
(2) (3) (4)
|
152.0
|
|
|
57.5
|
|
|
41.0
|
|
|
29.0
|
|
|
24.5
|
|
|||||
Total
|
$
|
3,242.5
|
|
|
$
|
612.0
|
|
|
$
|
807.8
|
|
|
$
|
514.9
|
|
|
$
|
1,307.8
|
|
1
|
Globally, total pension contributions for the Company in the next twelve months are estimated to be approximately $33. The U.S. pension plans constitute 80% of the total benefit obligations and plan assets for the Company’s pension plans. The estimates beyond 2014 represent future pension payments to comply with local funding requirements in the U.S. only. The projected payments beyond fiscal year 2018 are not currently determinable.
|
2
|
The Company has estimated approximately $6 of cash settlements associated with unrecognized tax benefits within the next year, which are included in the table above. As of December 31, 2013, the Company’s Consolidated Balance Sheet reflects a liability for unrecognized tax benefits of approximately $38. The contractual obligations table above does not include this liability beyond one year. Due to the high degree of uncertainty regarding the timing of future cash outflows of liabilities for unrecognized tax benefits beyond one year, a reasonable estimate of the period of cash settlement for periods beyond the next twelve months cannot be made, and thus is not included in this table.
|
3
|
Included in the table above are approximately $65 of fixed costs related to third party logistics contracts.
|
4
|
Included in the table above are approximately $11 of severance and related benefit costs associated with staffing reductions that have been identified to date related to the 2013 restructuring.
|
Period
|
Total Number of
Shares Purchased(1)
|
Average Price Paid
per share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)
|
Maximum Number that May Yet Be Purchased Under the Plans or Programs
|
|||||
October 1 to 31, 2013
|
54,617
|
|
$
|
93.50
|
|
—
|
|
6,019,739
|
|
November 1 to 30, 2013
|
83,641
|
|
$
|
99.67
|
|
—
|
|
6,019,739
|
|
December 1 to 31, 2013
|
2,999
|
|
$
|
110.12
|
|
—
|
|
6,019,739
|
|
(1)
|
141,257 shares purchased during the quarter relate to the surrender to the Company of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock.
|
(2)
|
On April 30, 2012, the Board of Directors approved a new share repurchase authorization for the repurchase of up to ten million shares. The Company did not repurchase any shares of the Company's common stock during the quarter ended December 31, 2013, except for the small number related to the note above. The Company has approximately 6 million shares remaining on the above noted Board authorization to repurchase its common stock in the future.
|
|
|
ENERGIZER HOLDINGS, INC.
|
|
|
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
By:
|
/s/ Daniel J. Sescleifer
|
|
|
|
|
|
|
|
Daniel J. Sescleifer
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
|
|
(Duly authorized signatory and
|
|
|
|
Principal financial officer)
|
Date:
|
January 30, 2014
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
3.1*
|
|
|
Amended and Restated Articles of Incorporation of Energizer Holdings, Inc.
|
|
|
|
|
3.2
|
|
|
Amended Bylaws of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed January 30, 2014).
|
|
|
|
|
4.1
|
|
|
Second Supplemental Indenture (including the Form of Note), dated as of May 24, 2012, by and among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed May 24, 2012).
|
|
|
|
|
10.1*
|
|
|
Energizer Holdings, Inc. Second Amended and Restated 2009 Incentive Stock Plan.
|
|
|
|
|
31(i)*
|
|
|
Certification of periodic financial report by the Chief Executive Officer of Energizer Holdings, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31(ii)*
|
|
|
Certification of periodic financial report by the Chief Financial Officer of Energizer Holdings, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32(i)*
|
|
|
Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of Energizer Holdings, Inc.
|
|
|
|
|
32(ii)*
|
|
|
Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of Energizer Holdings, Inc.
|
|
|
|
|
101
|
|
|
Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following documents formatted in eXtensible Business Reporting Language (XBRL): (i) the Unaudited Consolidated Statements of Earnings, (ii) the Unaudited Consolidated Balance Sheets, (iii) the Unaudited Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements (Condensed). The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.”
|
Name
|
Street
|
City
|
Timothy L. Grosch
|
Checkerboard Square
|
St. Louis, Missouri 63164
|
(i)
|
The acquisition by one person, or more than one person acting as a group, of ownership of stock (including Common Stock) of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. Notwithstanding the above, if any person or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons will not constitute a Change of Control; or
|
(ii)
|
A majority of the members of the Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election.
|
1.
|
The Company shall establish a reserve of authorized shares of Common Stock in the amount of 12,000,000 shares. This reserve shall represent the total number of shares of Common Stock that may be presently issued pursuant to Awards, subject to the last sentence of this Section I.D.1. and Section I.D.2. below. The reserves may consist of authorized but unissued shares of Common Stock or of reacquired shares, or both. Awards other than Options and Stock Appreciation Rights will be counted against the reserve in a 1.95-to-1 ratio.
|
2.
|
Upon the forfeiture or expiration of an Award, all shares of Common Stock not issued thereunder shall become available for the granting of additional Awards. Awards under the Plan which are payable in cash will not be counted against the reserve unless actual payment is made in shares of Common Stock instead of cash.
|
3.
|
Shares of Common Stock tendered as full or partial payment upon exercise of Options or Stock Appreciation Rights granted under the Plan, shares of Common Stock reserved for issuance upon grants of Stock Appreciation Rights (to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the Stock Appreciation Rights), and shares of Common Stock withheld by, or otherwise remitted to, the Company to satisfy an Employee’s tax withholding obligations with respect to Awards under the Plan shall not become available for the granting of additional Awards under the Plan.
|
4.
|
The following will not be applied to the share limitations of subsection 1 above: (i) dividends or dividend equivalents paid in cash in connection with outstanding Awards, (ii) any shares of Common Stock subject to an Award under the Plan which Award is forfeited, cancelled, terminated, expires or lapses for any reason, and (iii) shares of Common Stock and any Awards that are granted through the settlement, assumption, or substitution of outstanding awards previously granted, or through obligations to grant future awards, as a result of a merger, consolidation, spin-off or acquisition of the employing company with or by the Company. If an Award is to be settled in cash, the number of shares of Common Stock on which the Award is based shall not count toward the share limitations of subsection 1.
|
5.
|
No fractional shares of Common Stock may be issued under this Plan. Fractional shares of Common Stock will be rounded down to the nearest whole share of Common Stock.
|
1.
|
The Committee (or, in the Board’s sole discretion or in the absence of the Committee, the Board) shall determine those Employees eligible to receive Awards and the amount, type and terms of each Award, subject to the provisions of the Plan. The Board shall determine the amount, type and terms of each Award to a Director in his or her capacity as a Director, subject to the provisions of the Plan. In making any determinations under the Plan, the Committee or the Board, as the case may be, shall be entitled to rely on reports, opinions or statements of officers or employees of the Company, as well as those of counsel, public accountants and other professional or expert persons. Any such report, opinions or statements may take into account Award grant practices, including the rate of grant of Awards and any performance criteria related to such awards, at publicly traded or privately held corporations that are similar to or are industry peers with the Company. All determinations, interpretations and other decisions under or with respect to the Plan or any Award by the Committee or the Board, as the case may be, shall be final, conclusive and binding upon all parties, including without limitation, the Company, any Employee or Director, and any other person with rights to any Award under the Plan, and no member of the Board or the Committee shall be subject to individual liability with respect to the Plan.
|
2.
|
The Committee (or, in the Board’s sole discretion or in the absence of the Committee, the Board) shall administer the Plan and, in connection therewith, it shall have full power and discretionary authority to construe and interpret the Plan, establish rules and regulations and perform all other acts it believes reasonable and proper, including the power to delegate responsibility to others to assist it in administering the Plan, to the extent permitted by applicable laws, and the power to adopt sub-plans or establish special rules for grants to individuals outside the U.S., as further described in Sections VI.Q, R and S. To the extent, however, that such construction and interpretation or establishment of rules and regulations relates to or affects any Awards granted to a Director in his or her capacity as a Director, the Board must ratify such construction, interpretation or establishment.
|
3.
|
The Committee, or if no Committee has been appointed, the Board, may delegate administration of the Plan to a committee or committees of one or more members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. The Committee shall have the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board or the Committee shall thereafter be to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish, suspend or supersede the Committee at any time and revest in the Board the administration of the Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however, caused, in the Committee. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable. Any authority granted to the Committee may also be exercised by the Board or another committee of the Board, except to the extent that the grant or exercise of such authority would cause any Award intended to qualify for favorable treatment under Section 162(m) of the Code to cease to qualify for the favorable treatment under Section 162(m) of the Code. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. Without limiting the generality of the foregoing, to the extent the Board has delegated any authority under this Plan to another committee of the Board, such authority shall not be exercised by the Committee unless expressly permitted by the Board in connection with such delegation.
|
4.
|
During the term of the Plan, the aggregate number of shares of Common Stock that may be the subject of performance-based Awards (as defined in Section 162(m) of the Code) that may be granted to an Employee or Director during any one fiscal year may not exceed 500,000. The maximum number of shares with regard to which Options and Stock Appreciation Rights may be granted to any individual during any one fiscal year is 500,000. These amounts are subject to adjustment as provided in Section VI. F. below. The maximum annual cash award that may be the subject of performance-based Awards that may be granted to an Employee or Director during any one fiscal year under this Plan (but not including any other plan) may not exceed $20,000,000. Awards granted in a fiscal year but cancelled during that same year will continue to be applied against the annual limit for that year, despite cancellation.
|
5.
|
Awards granted under the Plan shall be evidenced in the manner prescribed by the Committee from time to time pursuant to an Award Agreement. The Committee may require that a recipient execute and deliver, through written or electronic means, his or her acceptance of the Award.
|
6.
|
The Committee may, in its discretion, include provisions in an Award Agreement to address treatment of an Award in the event of a Change of Control, which may include, by way of example, 100% vesting, lapse of restrictions or deemed achievement of performance goals. In addition, in the event of a Change in Control, an Award may be treated, to the extent determined by the Committee to be both appropriate and permitted under Section 409A of the Code, in accordance with one of the following methods as determined by the Committee in its sole discretion: (i) upon at least ten days’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share received or to be received by other shareholders of the Company in the event; or (ii) provide for the assumption of or the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted under the Plan, as determined by the Committee in its sole discretion. In the case of any Option or Stock Appreciation Right with an exercise price that equals or exceeds the price paid for a share in connection with the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor.
|
1.
|
Each Option shall have such terms and conditions as the Committee, or in the case of Awards granted to Directors, the Board, may determine, subject to the provisions of the Plan.
|
2.
|
The option price of shares of Common Stock subject to any Option shall not be less than the Fair Market Value of the Common Stock on the date that the Option is granted.
|
3.
|
The Committee, or in the case of Awards granted to Directors, the Board, shall determine the vesting schedules and the terms, conditions and limitations governing exercisability of Options granted under the Plan. Unless accelerated in accordance with its terms, an Option may not be exercised until a period of at least one year has elapsed from the date of grant, and the term of any Option granted hereunder shall not exceed ten years.
|
4.
|
The purchase price of any shares of Common Stock pursuant to exercise of any Option must be paid in full upon such exercise. The payment shall be made in cash, in United States dollars, by tendering shares of Common Stock owned by the Employee or Director (or the person exercising the Option), through Net Exercise or Swap Exercise, each as described below, or any other means approved by the Committee prior to the date such Option is exercised.
|
5.
|
The terms and conditions of any Incentive Stock Options granted hereunder shall be subject to and shall be designed to comply with, the provisions of Section 422 of the Code, and any other administrative procedures adopted by the Committee from time to time. Incentive Stock Options may not be granted to any person who is not an Employee at the time of grant. To the extent that the aggregate Fair Market Value (determined at the time an Incentive Stock Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year under all incentive stock option plans of the Company exceeds $100,000, the Options in excess of such limit shall be treated as Non-Qualified Stock Options. If, at the time an Incentive Stock Option is granted, the Employee recipient owns (after application of the rules contained in Section 424(d) of the Code, or its successor provision) shares of Common Stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or its subsidiaries, (a) the option price for such Incentive Stock Option shall be at least 110% of the Fair Market Value of the shares of Common Stock subject to such Incentive Stock Option on the date of grant and (b) such Option shall not be exercisable after the date five years from the date such Incentive Stock Option is granted.
|
1.
|
The Committee or, in the case of Awards granted to a Director in his or her capacity as Director, the Board, may grant Restricted Stock Awards, each of which consists of a grant of shares of Common Stock, or Restricted Stock Equivalents, each of which is the right to receive shares of Common Stock upon vesting at the end of a specified restricted period. The terms and conditions applicable to such an Award shall be set forth in an Award Agreement.
|
2.
|
The shares of Common Stock granted will be restricted and may not be sold, pledged, transferred or otherwise disposed of until the lapse or release of restrictions in accordance with the terms of the Award Agreement and the Plan. Prior to the lapse or release of restrictions, all shares of Common Stock which are the subject of a Restricted Stock Award are subject to forfeiture in accordance with Section IV of the Plan. During the restricted period, Restricted Stock may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. In order to enforce the limitations imposed upon the Restricted Stock Awards, the Committee may (A) cause a legend or legends to be placed on any certificates evidencing such Restricted Stock, and/or (B) cause “stop transfer” instructions to be issued, as it deems necessary or appropriate.
|
3.
|
Restricted Stock Equivalents that become payable in accordance with their terms and conditions shall be settled in cash, shares of Common Stock, or a combination of cash and shares, as determined by the Committee and set forth in an Award Agreement. Any person who holds Restricted Stock Equivalents shall have no ownership interest in the shares of Common Stock to which the Restricted Stock Equivalents relate unless and until payment with respect to such Restricted Stock Equivalents is actually made in shares of Common Stock. The payment date shall be as soon as practicable after the earliest of (A) any vesting date that can be pre-determined at grant under the terms of an Award Agreement, and (B) the occurrence date of an applicable vesting event specified in the applicable Award Agreement. Restricted Stock Equivalents may not be sold, assigned or transferred during the restricted period.
|
4.
|
Unless otherwise determined by the Committee as set forth in an Award Agreement, on the date all restrictions lapse or are released so that a Restricted Stock Award or Restricted Stock Equivalents vest and/or become payable, the Company shall pay the recipient or his or her beneficiary an amount equal to the amount of cash dividends, if any, that would have been paid to him or her between the date of grant of such Award and such vesting and/or payment date had vested shares of Common Stock been issued to the recipient in lieu of the Restricted Stock Award or Restricted Stock Equivalents that so vested and/or became payable. Such amounts shall be paid in a single lump sum as soon as practicable following such vesting and/or payment date, but in no event later than the 15
th
day of the third month following the end of the calendar year in which such date occurs. No interest shall be included in the calculation of such additional cash payment. In no event will dividends or dividend equivalents be paid with respect to any Award which does not vest and/or meet its performance goals. Therefore, dividends and dividend equivalents shall be paid only on
vested
Restricted Stock Awards or Restricted Stock Equivalents.
|
1.
|
A Participant’s election to defer must be filed at such time as designated by the Committee, but in no event later than the December 31 preceding the first day of the calendar year in which the services are performed which relate to the compensation or Award being deferred. An election may not be revoked or modified after such December 31. However, notwithstanding the previous two sentences, if the compensation or Award is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right to the compensation or Award, the Committee may permit a Participant to file an election on or before the 30th day after the Participant obtains the legally binding right to the compensation or Award, provided that the election is filed at least 12 months in advance of the earliest date at which the forfeiture condition could lapse.
|
2.
|
A Participant’s election to defer must include the time and form of payment, within the parameters made available by the Committee, and such timing of payment must comply with the permitted payment events under Code Section 409A.
|
3.
|
If payment is triggered due to the Participant’s termination of employment or separation from service, such termination or separation must be a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision of this Plan or an election, references to a “termination,” “termination of employment” or like terms shall mean such a separation from service. The determination of whether and when a separation from service has occurred for purposes of this Agreement shall be made in accordance with the presumptions set forth in Section 1.409A-1(h) of the Treasury Regulations, unless the Committee has established other rules in accordance with the requirements of Code Section 409A. If payment is made due to a Participant’s separation from service, and if at the time of the Participant’s separation from service, he or she is a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment or benefit that the Participant becomes entitled to under this provision on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service, and (ii) the date of the Participant’s death (the “Delay Period”). All payments and benefits delayed pursuant to this provision shall be paid in a lump sum upon expiration of the Delay Period.
|
1.
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The recipient is Terminated for Cause.
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2.
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The recipient voluntarily terminates his or her employment, except as otherwise provided in the Award Agreement.
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3.
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The recipient engages in Competition with the Company or any Affiliate.
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4.
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The recipient engages in any activity or conduct contrary to the best interests of the Company or any Affiliate, including, but not limited to, conduct that breaches the recipient’s duty of loyalty to the Company or an Affiliate or that is materially injurious to the Company or an Affiliate, monetarily or otherwise. Such activity or conduct may include, without limitation: (i) disclosing or misusing any confidential information pertaining to the Company or an Affiliate; (ii) any attempt, directly or indirectly, to induce any Employee of the Company or any Affiliate to be employed or perform services elsewhere, or (iii) any direct or indirect attempt to solicit, or assist another employer in soliciting, the trade of any customer or supplier or prospective customer of the Company or any Affiliate.
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1.
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An Option, to the extent exercisable on the date of the recipient’s death, may be exercised at any time within three years after the recipient’s death, but not after the expiration of the term of the Option. The Option may be exercised by the recipient’s designated beneficiary (to the extent there is a beneficiary designation on file which the Committee has allowed) or personal representative or the person or persons entitled thereto by will or in accordance with the laws of descent and distribution, or by the transferee of the Option in accordance with the provisions of Section VI.A.
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2.
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In the case of any Other Stock Award, any shares of Common Stock or cash payable shall be determined as of the date of the recipient’s death, in accordance with the terms of the Award Agreement, and the Company shall issue such shares of Common Stock or pay such cash to the recipient’s designated beneficiary or personal representative or the person or persons entitled thereto by will or in accordance with the laws of descent and distribution.
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1.
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I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Ward M. Klein
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Ward M. Klein
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting
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/s/ Daniel J. Sescleifer
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Daniel J. Sescleifer
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Executive Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Ward M. Klein
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Ward M. Klein
|
Chief Executive Officer
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(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Daniel J. Sescleifer
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Daniel J. Sescleifer
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Executive Vice President and Chief Financial Officer
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