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Missouri
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36-4802442
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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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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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New York Stock Exchange
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
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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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INDEX
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||
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PART I
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||
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Item
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Page
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1
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1A
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1B
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2
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3
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4
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4A
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PART II
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5
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6
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7
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7A
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8
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PART III
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||
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10
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11
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12
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13
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14
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PART IV
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15
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•
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North America, which is comprised of the U.S. and Canada;
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•
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Latin America, which includes our markets in Mexico, the Caribbean, Central America and South America;
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•
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Europe, Middle East and Africa (EMEA); and
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•
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Asia Pacific, which is comprised of our markets in Asia, Australia and New Zealand.
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•
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the first flashlight;
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•
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the first mercury-free alkaline battery;
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•
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the first mercury-free hearing aid battery;
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•
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Energizer Ultimate Lithium™, the world’s longest-lasting AA and AAA battery for high-tech devices; and
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•
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Energizer EcoAdvanced®, the world’s first high performance AA battery made with 4% recycled batteries.
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•
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toys and gaming controllers;
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•
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flashlights, clocks, radios, remotes and smoke detectors;
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•
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wireless computer input devices (such as keyboards and mice);
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•
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smart home automation; and
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•
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medical and fitness devices.
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•
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headlights that deliver performance, mobility and improved vision;
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•
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Energizer with Light Fusion Technology, which is a combination of technology and creative design ideas to make our most powerful and portable light ever;
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•
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our Dolphin brand, which is designed for a range of outdoor and work activities, is impact resistant and waterproof;
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•
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our line of lanterns and area lights, which are a safe, reliable way to provide area illumination where it is needed; and
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•
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our Hard Case Professional Line, with solutions for do-it-yourself and professional users.
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For the year ended September 30,
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||||||||
(dollar amounts in millions)
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2015
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2014
|
2013
|
||||||
Net Sales
|
|
|
|
||||||
Alkaline batteries
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$
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1,044.9
|
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$
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1,167.6
|
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$
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1,241.0
|
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Other batteries and lighting products
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586.7
|
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672.8
|
|
771.2
|
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|||
Total net sales
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$
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1,631.6
|
|
$
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1,840.4
|
|
$
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2,012.2
|
|
•
|
our primary competitor, Duracell International, Inc., has, and our other competitors may have, substantially greater financial, marketing, research and development and other resources and greater market share in certain segments than we do, which could provide them with greater scale and negotiating leverage with retailers and suppliers;
|
•
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our competitors may have lower production, sales and distribution costs, and higher profit margins, which may enable them to offer aggressive retail discounts and other promotional incentives;
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•
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our competitors have obtained, and may in the future be able to obtain, exclusive distribution rights at particular retailers or favorable in-store placement; and
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•
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we may lose market share to private label brands sold by retail chains or to price brands sold by local and regional competitors, which are typically sold at lower prices than our products.
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•
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the possibility of expropriation, confiscatory taxation or price controls;
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•
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the inability to repatriate foreign-based cash for strategic needs in the U.S., either at all or without incurring significant income tax and earnings consequences, as well as the heightened counterparty, internal control and country-specific risks associated with holding cash overseas;
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•
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the effect of foreign income taxes, value-added taxes and withholding taxes, including the inability to recover amounts owed to us by a government authority without extended proceedings or at all;
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•
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the effect of the U.S. tax treatment of foreign source income and losses, and other restrictions on the flow of capital between countries;
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•
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adverse changes in local investment, local employment, local training or exchange control regulations;
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•
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restrictions on and taxation of international imports and exports;
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•
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currency fluctuations, including the impact of hyper-inflationary conditions in certain economies, particularly where exchange controls limit or eliminate our ability to convert from local currency;
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•
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political or economic instability, government nationalization of business or industries, government corruption and civil unrest, including political or economic instability in the countries of the Eurozone, Egypt and the Middle East and Latin America;
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•
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legal and regulatory constraints, including tariffs and other trade barriers;
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•
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difficulty in enforcing contractual and intellectual property rights; and
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•
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a significant portion of our sales are denominated in local currencies but reported in U.S. dollars, and a high percentage of product costs for such sales are denominated in U.S. dollars. Therefore, although we may hedge a portion of the exposure, the strengthening of the U.S. dollar relative to such currencies can negatively impact our reported sales and operating profits.
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•
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actual or perceived disruption of service or reduction in service standards to customers;
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•
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the failure to preserve adequate internal controls as we restructure our general and administrative functions, including our information technology and financial reporting infrastructure;
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•
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the failure to preserve supplier relationships and distribution, sales and other important relationships and to resolve conflicts that may arise;
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•
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loss of sales as we reduce or eliminate staffing for non-core product lines;
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•
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diversion of management attention from ongoing business activities; and
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•
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failure to maintain employee morale and retain key employees while implementing benefit changes and reductions in the workforce
|
•
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requiring a substantial portion of our cash flow from operations to make payments on this debt, thereby limiting the cash we have available to fund future growth opportunities, such as research and development, capital expenditures and acquisitions;
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•
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restrictive covenants in our debt arrangements which limit our operations and borrowing, and place restrictions on our ability to pay dividends or repurchase common stock;
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•
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the risk of a future credit ratings downgrade of our debt increasing future debt costs and limiting the future availability of debt financing;
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•
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increasing our vulnerability to general adverse economic and industry conditions and limiting our flexibility in planning for, or reacting to, changes in our business and industry, due to the need to use our cash to service our outstanding debt;
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•
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placing us at a competitive disadvantage relative to our competitors that are not as highly leveraged with debt and that may therefore be more able to invest in their business or use their available cash to pursue other opportunities, including acquisitions; and
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•
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limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise.
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•
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Prior to the separation, our business was operated by our former parent as part of its broader corporate organization, rather than as an independent company. Our former parent or one of its affiliates performed various corporate functions for us, such as legal, treasury, accounting, auditing, human resources, investor relations, public affairs and finance. Our historical financial results reflect allocations of corporate expenses from our former parent for such functions, which are likely to be less than the expenses we would have incurred had we operated as a separate publicly traded company.
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•
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Historically, we have shared economies of scope and scale with our former parent in costs, employees, vendor relationships and customer relationships. Although we have entered into transition agreements with our former parent, these arrangements are limited in duration and may not fully capture the benefits that we have enjoyed as a result of being integrated with our former parent.
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•
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As a part of our former parent, we took advantage of our former parent's overall size and scope to procure more advantageous distribution arrangements, including shipping costs and arrangements. As a standalone company, we may be unable to obtain similar arrangements to the same extent as our former parent did, or on terms as favorable as those our former parent obtained.
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•
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The cost of capital for our business may be higher than our former parent's cost of capital prior to the separation.
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•
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In connection with the separation, we shifted a portion of our business towards exclusive and non-exclusive third-party distribution arrangements rather than directly selling product to our retail customers. Retail customers who prefer to buy directly from us may reduce or terminate their purchases from us as a result of this new strategy. In addition, we cannot ensure that we will be able to negotiate the most advantageous distribution agreements, or that the third-party distributors will operate under the same standards as we would have or will not take actions that
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•
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the inability of our shareholders to call a special meeting;
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•
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rules regarding how we may present proposals or nominate directors for election at shareholder meetings;
|
•
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the right of our Board of Directors to issue preferred stock without shareholder approval;
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•
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the initial division of our Board of Directors into three classes of directors, with each class serving a staggered three-year term;
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•
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a provision that our shareholders may only remove directors “for cause” and with the approval of the holders of two-thirds of our outstanding voting stock at a special meeting of shareholders called expressly for that purpose;
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•
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the ability of our directors, and not shareholders, to fill vacancies on our Board of Directors; and
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•
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the requirement that any amendment or repeal of specified provisions of our amended and restated articles of incorporation (including provisions relating to directors, calling special meetings, shareholder-initiated business and director nominations, action by written consent and amendment of our amended and restated bylaws) must be approved by the holders of at least two-thirds of the outstanding shares of our common stock and any other voting shares that may be outstanding, voting together as a single class.
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Issuer Purchases of Equity Securities
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|||||||||
Period
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Total Number of Shares Purchased (1)
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Average Price Paid Per Shares
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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
|
|||||
July 1, 2015 - July 31, 2015
|
1,197
|
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$
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42.00
|
|
—
|
|
7,500,000
|
|
August 1, 2015 - August 31, 2015
|
—
|
|
—
|
|
—
|
|
7,500,000
|
|
|
September 1, 2015 - September 30, 2015
|
1,018
|
|
$
|
40.49
|
|
—
|
|
7,500,000
|
|
|
|
6/15
|
|
9/15
|
||
Energizer Holdings, Inc.
|
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100.0
|
|
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111.3
|
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S&P Midcap 400
|
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100.0
|
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90.3
|
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S&P Household Products
|
|
100.0
|
|
|
94.9
|
|
|
For The Years Ended September 30,
|
||||||||||||||||||
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2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Statements of Earnings Data
|
|
|
|
|
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|
|
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|
||||||||||
Net sales
|
$
|
1,631.6
|
|
|
$
|
1,840.4
|
|
|
$
|
2,012.2
|
|
|
$
|
2,087.7
|
|
|
$
|
2,196.0
|
|
Depreciation and amortization
|
41.8
|
|
|
42.2
|
|
|
55.9
|
|
|
56.8
|
|
|
(a)
|
||||||
(Loss)/earnings before income taxes
|
(0.7
|
)
|
|
215.2
|
|
|
162.0
|
|
|
257.6
|
|
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(a)
|
||||||
Income taxes
|
3.3
|
|
|
57.9
|
|
|
47.1
|
|
|
70.6
|
|
|
(a)
|
||||||
Net (loss)/earnings
|
$
|
(4.0
|
)
|
|
$
|
157.3
|
|
|
$
|
114.9
|
|
|
$
|
187.0
|
|
|
(a)
|
||
(Loss)/earnings per share: (b)
|
|
|
|
|
|
|
|
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||||||||||
Basic
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
|
$
|
1.85
|
|
|
$
|
3.01
|
|
|
(a)
|
||
Diluted
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
|
$
|
1.85
|
|
|
$
|
3.01
|
|
|
(a)
|
||
Average shares outstanding: (b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
62.2
|
|
|
62.2
|
|
|
62.2
|
|
|
62.2
|
|
|
(a)
|
||||||
Diluted
|
62.2
|
|
|
62.2
|
|
|
62.2
|
|
|
62.2
|
|
|
(a)
|
||||||
Dividend per common share (c)
|
$
|
0.25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
At September 30,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital (d)
|
$
|
658.7
|
|
|
$
|
366.7
|
|
|
$
|
357.9
|
|
|
$
|
556.2
|
|
|
$
|
587.9
|
|
Property, plant and equipment, net
|
205.6
|
|
|
212.5
|
|
|
240.6
|
|
|
318.0
|
|
|
338.1
|
|
|||||
Total assets
|
1,629.6
|
|
|
1,194.7
|
|
|
1,238.8
|
|
|
1,399.3
|
|
|
1,531.7
|
|
|||||
Long-term debt, including current maturities
|
998.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
Omission of data due to inability to provide this information without unreasonable effort and expense. A combination of factors resulted in our inability to provide this information without unreasonable effort and expense; the predominant factor being the existence of the underlying accounting data on a prior general ledger system. We believe the omission of this selected financial data does not have a material impact on a reader’s understanding of our financial results and related trends.
|
(b)
|
On July 1, 2015, Edgewell Personal Care Company (Edgewell) distributed
62.2
million shares of Energizer Holdings, Inc. (Energizer) common stock to Edgewell shareholders in connection with its spin-off of Energizer. See note 1, Description of Business and Basis of Presentation to the Consolidated Financial Statements for more information. Basic and diluted earnings per common share, and the average number of common shares outstanding were retrospectively restated for the number of Energizer shares outstanding immediately following this transaction.
|
(c)
|
The Company issued a $0.25 per share dividend in the fourth fiscal quarter of 2015.
|
(d)
|
Working capital is current assets less current liabilities.
|
•
|
market and economic conditions;
|
•
|
market trends in the categories in which we compete;
|
•
|
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, and international go-to-market changes 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 foreign currency exchange rates and currency controls, as well as offsetting hedges;
|
•
|
the impact of raw materials and other commodity costs;
|
•
|
costs and reputational damage associated with cyber-attacks or information security breaches;
|
•
|
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 and maintenance of credit ratings as well as the impact of interest and principal repayment of our existing and any future debt; and
|
•
|
the impact of legislative or regulatory determinations or changes by federal, state and local, and foreign authorities, including taxing authorities.
|
•
|
the first flashlight;
|
•
|
the first mercury-free alkaline battery;
|
•
|
the first mercury-free hearing aid battery;
|
•
|
Energizer Ultimate Lithium, the world’s longest-lasting AA and AAA battery for high-tech devices; and
|
•
|
Energizer EcoAdvanced, the world’s first high performance AA battery made with 4% recycled batteries.
|
|
|
For The Years Ended September 30,
|
||||||||||||||||||||||||||||||||||
|
|
(Loss) / Earnings Before Income Taxes
|
|
Net (Loss)/Earnings
|
|
Diluted EPS
|
||||||||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Reported - GAAP
|
|
$
|
(0.7
|
)
|
|
$
|
215.2
|
|
|
$
|
162.0
|
|
|
$
|
(4.0
|
)
|
|
$
|
157.3
|
|
|
$
|
114.9
|
|
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
|
$
|
1.85
|
|
Impacts: Expense (Income)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||||
Venezuela deconsolidation charge
|
|
65.2
|
|
|
—
|
|
|
—
|
|
|
65.2
|
|
|
—
|
|
|
—
|
|
|
1.04
|
|
|
—
|
|
|
—
|
|
|||||||||
Spin costs (1)
|
|
98.1
|
|
|
21.3
|
|
|
—
|
|
|
68.7
|
|
|
16.5
|
|
|
—
|
|
|
1.09
|
|
|
0.26
|
|
|
—
|
|
|||||||||
Spin restructuring
|
|
39.1
|
|
|
—
|
|
|
—
|
|
|
27.0
|
|
|
—
|
|
|
—
|
|
|
0.43
|
|
|
—
|
|
|
—
|
|
|||||||||
Cost of early debt retirement (2)
|
|
26.7
|
|
|
—
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
|
—
|
|
|
0.27
|
|
|
—
|
|
|
—
|
|
|||||||||
Restructuring (3)
|
|
13.0
|
|
|
50.4
|
|
|
132.6
|
|
|
6.5
|
|
|
34.1
|
|
|
86.5
|
|
|
0.10
|
|
|
0.56
|
|
|
1.39
|
|
|||||||||
Integration (4)
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||||||
Adjustments to prior year tax accruals
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
(0.06
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Adjusted - Non-GAAP
|
|
$
|
243.0
|
|
|
$
|
286.9
|
|
|
$
|
294.6
|
|
|
$
|
177.3
|
|
|
$
|
207.9
|
|
|
$
|
201.4
|
|
|
$
|
2.82
|
|
|
$
|
3.35
|
|
|
$
|
3.24
|
|
Weighted average shares - Diluted (5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62.8
|
|
|
62.2
|
|
|
62.2
|
|
Net Sales - Total Company
|
|
|
|
|
|
|
|
|
|
|
||||||||
For the Years Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
2015
|
|
% Chg
|
|
2014
|
|
% Chg
|
|
2013
|
||||||||
Net sales - prior year
|
|
$
|
1,840.4
|
|
|
|
|
$
|
2,012.2
|
|
|
|
|
$
|
2,087.7
|
|
||
Organic
|
|
(65.4
|
)
|
|
(3.6
|
)%
|
|
(136.9
|
)
|
|
(6.8
|
)%
|
|
(59.5
|
)
|
|||
International Go-to-Market (1)
|
|
(16.4
|
)
|
|
(0.9
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Change in Venezuela results (2)
|
|
(17.3
|
)
|
|
(0.9
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(109.7
|
)
|
|
(5.9
|
)%
|
|
(34.9
|
)
|
|
(1.7
|
)%
|
|
(16.0
|
)
|
|||
Net sales - current year
|
|
$
|
1,631.6
|
|
|
(11.3
|
)%
|
|
$
|
1,840.4
|
|
|
(8.5
|
)%
|
|
$
|
2,012.2
|
|
•
|
The timing of holiday shipments and temporary prior year shelf gains that were not repeated in the current fiscal year which account for approximately 4.7% of the total organic net sales decline;
|
•
|
Partially offset by space and distribution gains, primarily in Western Europe, which accounted for 1.1%.
|
•
|
loss of distribution, resulting in lower sales, within two U.S. retail customers (which occurred in the fourth quarter of fiscal 2013) which accounted for approximately 5% of the total organic net sales decline;
|
•
|
continued household battery category volume declines due in part to more devices using built-in rechargeable battery systems; and
|
•
|
hurricane response storm volumes that occurred in fiscal 2013 but did not repeat in fiscal 2014, which accounted for approximately 1% of the total organic net sales decline.
|
•
|
foreign currency translation losses previously recorded in accumulated other comprehensive income, of which
$16.2
was allocated to Energizer
|
•
|
the write-off of Edgewell’s Venezuelan operations’ cash balance, of which
$44.6
was allocated to Energizer, (at the 6.30 per U.S. dollar rate)
|
•
|
the write-off of Edgewell’s Venezuelan operations’ other net assets, of which
$4.4
was allocated to Energizer
|
•
|
Accelerated depreciation charges of
$9.1
for the twelve month period ended September 30, 2015 and
$4.1
for the twelve month period ended September 30, 2014, respectively;
|
•
|
Severance and related benefit costs of
$7.0
and
$11.5
for the twelve months ended September 30, 2015 and 2014, respectively, related to staffing reductions;
|
•
|
Consulting, program management and other charges associated with the restructuring of
$4.5
and
$25.5
for the twelve months ended September 30, 2015 and 2014, respectively; and,
|
•
|
Net gain on the sale of fixed assets of $11.0 for the twelve months ended September 30, 2015 and net loss on the sale of fixed assets of
$2.4
for the twelve months ended September 30, 2014. The gain in fiscal 2015 was recorded in the first fiscal quarter. The Asia battery packaging facility sold was closed as part of the restructuring efforts.
|
Net Sales
|
|
|
|
|
|
|
|
|
|
|
||||||||
For the years ended September 30,
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
2015
|
|
% Chg
|
|
2014
|
|
% Chg
|
|
2013
|
||||||||
North America
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
909.2
|
|
|
|
|
$
|
1,041.9
|
|
|
|
|
$
|
1,103.4
|
|
||
Organic
|
|
(69.8
|
)
|
|
(7.7
|
)%
|
|
(127.2
|
)
|
|
(12.2
|
)%
|
|
(61.0
|
)
|
|||
Impact of currency
|
|
(8.1
|
)
|
|
(0.9
|
)%
|
|
(5.5
|
)
|
|
(0.5
|
)%
|
|
(0.5
|
)
|
|||
Net sales - current year
|
|
$
|
831.3
|
|
|
(8.6
|
)%
|
|
$
|
909.2
|
|
|
(12.7
|
)%
|
|
$
|
1,041.9
|
|
Latin America
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
162.1
|
|
|
|
|
$
|
182.0
|
|
|
|
|
$
|
183.1
|
|
||
Organic
|
|
0.4
|
|
|
0.3
|
%
|
|
(1.6
|
)
|
|
(0.8
|
)%
|
|
7.4
|
|
|||
International Go-to-Market
|
|
(4.3
|
)
|
|
(2.7
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Change in Venezuela results
|
|
(17.3
|
)
|
|
(10.7
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(15.8
|
)
|
|
(9.7
|
)%
|
|
(18.3
|
)
|
|
(10.1
|
)%
|
|
(8.5
|
)
|
|||
Net sales - current year
|
|
$
|
125.1
|
|
|
(22.8
|
)%
|
|
$
|
162.1
|
|
|
(10.9
|
)%
|
|
$
|
182.0
|
|
EMEA
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
419.1
|
|
|
|
|
$
|
423.3
|
|
|
|
|
$
|
431.6
|
|
||
Organic
|
|
9.7
|
|
|
2.3
|
%
|
|
(5.6
|
)
|
|
(1.3
|
)%
|
|
(2.9
|
)
|
|||
International Go-to-Market
|
|
1.3
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(59.7
|
)
|
|
(14.2
|
)%
|
|
1.4
|
|
|
0.3
|
%
|
|
(5.4
|
)
|
|||
Net sales - current year
|
|
$
|
370.4
|
|
|
(11.6
|
)%
|
|
$
|
419.1
|
|
|
(1.0
|
)%
|
|
$
|
423.3
|
|
Asia Pacific
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
350.0
|
|
|
|
|
$
|
365.0
|
|
|
|
|
$
|
369.6
|
|
||
Organic
|
|
(5.7
|
)
|
|
(1.6
|
)%
|
|
(2.5
|
)
|
|
(0.7
|
)%
|
|
(3.0
|
)
|
|||
International Go-to-Market
|
|
(13.4
|
)
|
|
(3.8
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(26.1
|
)
|
|
(7.5
|
)%
|
|
(12.5
|
)
|
|
(3.4
|
)%
|
|
(1.6
|
)
|
|||
Net sales - current year
|
|
$
|
304.8
|
|
|
(12.9
|
)%
|
|
$
|
350.0
|
|
|
(4.1
|
)%
|
|
$
|
365.0
|
|
Total Net Sales
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
1,840.4
|
|
|
|
|
$
|
2,012.2
|
|
|
|
|
$
|
2,087.7
|
|
||
Organic
|
|
(65.4
|
)
|
|
(3.6
|
)%
|
|
(136.9
|
)
|
|
(6.8
|
)%
|
|
(59.5
|
)
|
|||
International Go-to-Market
|
|
(16.4
|
)
|
|
(0.9
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Change in Venezuela results
|
|
(17.3
|
)
|
|
(0.9
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(109.7
|
)
|
|
(5.9
|
)%
|
|
(34.9
|
)
|
|
(1.7
|
)%
|
|
(16.0
|
)
|
|||
Net sales - current year
|
|
$
|
1,631.6
|
|
|
(11.3
|
)%
|
|
$
|
1,840.4
|
|
|
(8.5
|
)%
|
|
$
|
2,012.2
|
|
•
|
North America net sales declined
8.6%
versus the prior fiscal year, inclusive of a
0.9%
decline due to unfavorable currency movements. Excluding the impact of currency movements, organic net sales declined
7.7%
. This decline was due primarily to the timing of holiday and promotional shipments and temporary prior year shelf gains that were not repeated in the current fiscal year partially offset by increased shipments related to the EcoAdvanced new product launch during the second fiscal quarter.
|
•
|
Latin America net sales declined
22.8%
versus the prior fiscal year, inclusive of a
9.7%
decline due to unfavorable currency movements. The deconsolidation of Venezuela accounted for a
10.7%
year-over-year decline while the go-to-market impacts had a negative impact of
2.7%
. Excluding the impacts of currency movements, Venezuela and the go-to-market changes, organic net sales increased
0.3%
as pricing gains across several markets were partially offset by volume declines due to the timing of holiday shipments and continued category declines.
|
•
|
EMEA net sales declined
11.6%
versus the prior fiscal year, inclusive of a
14.2%
decline due to unfavorable currency movements. The go-to-market impacts associated with market exits and distributors positively contributed to net sales by
0.3%
due to pipeline fills associated with distributor changes. Excluding the impacts of currency movements and go-to-market changes, organic net sales improved
2.3%
due to volume increases associated with new distribution, the continued roll out of EcoAdvanced and increased space gains in Western Europe.
|
•
|
Asia Pacific net sales declined
12.9%
versus the prior fiscal year, inclusive of a
7.5%
decline due to unfavorable currency movements and a
3.8%
decline associated with the go-to-market changes. Excluding the impacts of currency movements and go-to-market changes, organic net sales decreased
1.6%
due to phasing of shipments and heightened competitive pressures in two of our major markets, Australia and Korea.
|
•
|
North America net sales declined 12.7% versus the prior fiscal year, inclusive of a 0.5% decline due to unfavorable impact of currency movements. Excluding the impact of currency movements, organic net sales declined 12.2% due primarily to the loss of distribution within two U.S. retail customers (which occurred in the fourth fiscal quarter of fiscal 2013), continued household battery category declines and hurricane response storm volumes that occurred in fiscal 2013 but did not repeat in fiscal 2014.
|
•
|
Latin America net sales declined 10.9% versus the prior fiscal year, inclusive of a 10.1% decline due to unfavorable
|
•
|
EMEA net sales declined 1.0% versus the prior fiscal year, inclusive of a 0.3% benefit due to favorable impacts of currency movements. Excluding the impact of currency movements, organic net sales declined 1.3% due to continued household battery category declines.
|
•
|
Asia Pacific net sales declined 4.1% versus the prior fiscal year, inclusive of a 3.4% decline due to unfavorable impacts of currency movements. Excluding the impact of currency movements, organic net sales declined 0.7% due to continued household battery category declines and increased competitive pressures.
|
Segment Profit
|
|
|
|
|
|
|
|
|
|
|
||||||||
For the years ended September 30,
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
2015
|
|
% Chg
|
|
2014
|
|
% Chg
|
|
2013
|
||||||||
North America
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
|
$
|
263.9
|
|
|
|
|
$
|
307.1
|
|
|
|
|
$
|
302.9
|
|
||
Organic
|
|
(24.5
|
)
|
|
(9.3
|
)%
|
|
(39.2
|
)
|
|
(12.8
|
)%
|
|
4.5
|
|
|||
Impact of currency
|
|
(4.8
|
)
|
|
(1.8
|
)%
|
|
(4.0
|
)
|
|
(1.3
|
)%
|
|
(0.3
|
)
|
|||
Segment Profit - current year
|
|
$
|
234.6
|
|
|
(11.1
|
)%
|
|
$
|
263.9
|
|
|
(14.1
|
)%
|
|
$
|
307.1
|
|
Latin America
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
|
$
|
26.4
|
|
|
|
|
$
|
32.9
|
|
|
|
|
$
|
32.3
|
|
||
Organic
|
|
12.1
|
|
|
45.8
|
%
|
|
5.0
|
|
|
15.2
|
%
|
|
6.2
|
|
|||
International Go-to-Market
|
|
2.0
|
|
|
7.6
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Change in Venezuela results
|
|
(10.6
|
)
|
|
(40.2
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(9.2
|
)
|
|
(34.8
|
)%
|
|
(11.5
|
)
|
|
(35.0
|
)%
|
|
(5.6
|
)
|
|||
Segment Profit - current year
|
|
$
|
20.7
|
|
|
(21.6
|
)%
|
|
$
|
26.4
|
|
|
(19.8
|
)%
|
|
$
|
32.9
|
|
EMEA
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
|
$
|
61.4
|
|
|
|
|
$
|
49.9
|
|
|
|
|
$
|
50.4
|
|
||
Organic
|
|
28.8
|
|
|
47.0
|
%
|
|
11.5
|
|
|
23.0
|
%
|
|
3.7
|
|
|||
International Go-to-Market
|
|
1.8
|
|
|
2.9
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(33.7
|
)
|
|
(54.9
|
)%
|
|
—
|
|
|
—
|
%
|
|
(4.2
|
)
|
|||
Segment Profit - current year
|
|
$
|
58.3
|
|
|
(5.0
|
)%
|
|
$
|
61.4
|
|
|
23.0
|
%
|
|
$
|
49.9
|
|
Asia Pacific
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
|
$
|
97.1
|
|
|
|
|
$
|
98.2
|
|
|
|
|
$
|
85.9
|
|
||
Organic
|
|
0.9
|
|
|
0.9
|
%
|
|
7.7
|
|
|
7.9
|
%
|
|
13.9
|
|
|||
International Go-to-Market
|
|
(0.9
|
)
|
|
(0.9
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(19.2
|
)
|
|
(19.8
|
)%
|
|
(8.8
|
)
|
|
(9.0
|
)%
|
|
(1.6
|
)
|
|||
Segment Profit - current year
|
|
$
|
77.9
|
|
|
(19.8
|
)%
|
|
$
|
97.1
|
|
|
(1.1
|
)%
|
|
$
|
98.2
|
|
Total Segment Profit
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
|
$
|
448.8
|
|
|
|
|
$
|
488.1
|
|
|
|
|
$
|
471.5
|
|
||
Organic
|
|
17.3
|
|
|
3.9
|
%
|
|
(15.0
|
)
|
|
(3.1
|
)%
|
|
28.3
|
|
|||
International Go-to-Market
|
|
2.9
|
|
|
0.6
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Change in Venezuela results
|
|
(10.6
|
)
|
|
(2.4
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(66.9
|
)
|
|
(14.9
|
)%
|
|
(24.3
|
)
|
|
(5.0
|
)%
|
|
(11.7
|
)
|
|||
Segment Profit - current year
|
|
$
|
391.5
|
|
|
(12.8
|
)%
|
|
$
|
448.8
|
|
|
(8.1
|
)%
|
|
$
|
488.1
|
|
•
|
North America segment profit was
$234.6
, a decrease of $29.3, or
11.1%
, versus the prior fiscal year inclusive of the negative $4.8 impact of currency movements. Excluding the impact of currency movements, segment profit decreased
$24.5
, or
9.3%
, due to the gross profit impact of the net sales shortfall mentioned above as well as increased A&P spending driven by the launch of EcoAdvanced. These items were partially offset by savings realized from the 2013 restructuring project.
|
•
|
Latin America segment profit was
$20.7
, a decrease of $5.7, or
21.6%
, versus the prior fiscal year inclusive of the negative impact of currency movements. The change in Venezuela (as a result of the deconsolidation) accounted for
$10.6
, or
40.2%
, decrease in segment profit. The go-to-market changes positively contributed
$2.0
, or
7.6%
, to segment profit as the loss of sales was more than offset by a reduction in overhead costs. Excluding these items, organic segment profit increased
$12.1
, or
45.8%
, due to a reduction in spending and favorable product costs as a result of savings realized from the 2013 restructuring project.
|
•
|
EMEA segment profit was
$58.3
, a decrease of $3.1, or
5.0%
, versus the prior fiscal year. Excluding
$33.7
of unfavorable currency impacts and positive go-to-market changes of
$1.8
, organic segment profit increased
$28.8
, or
47.0%
, due primarily to savings realized from the 2013 restructuring project and favorability due to manufacturing footprint changes. These savings enhanced the profitability of the sales increase mentioned above.
|
•
|
Asia Pacific segment profit was
$77.9
, a decrease of $19.2, or
19.8%
, versus the prior fiscal year inclusive of the negative impact of currency movements of $19.2 and a decrease from go-to-market changes of $0.9. Excluding the impact of these items, segment profit increased
$0.9
, or
0.9%
, as topline shortfalls were more than offset by lower A&P spending and savings from the 2013 restructuring project.
|
•
|
North America segment profit was $263.9, a decrease of $43.2, or 14.1%, versus the prior fiscal year inclusive of the
|
•
|
Latin America segment profit was $26.4, a decrease of $6.5, or 19.8%, versus the prior fiscal year inclusive of the negative impact of currency movements of $11.5. Excluding the impact of currency movements, segment profit increased $5.0, or 15.2%, due to favorable product costs as a result of savings realized from the 2013 restructuring project.
|
•
|
EMEA segment profit was $61.4, an increase of $11.5, or 23.0%, versus the prior fiscal year due primarily to savings
|
•
|
Asia Pacific segment profit was $97.1, a decrease of $1.1, or 1.1%, versus the prior fiscal year inclusive of the negative impact of currency movements of $8.8. Excluding the impact of currency movements, segment profit increased $7.7, or 7.9%, due to savings realized from the 2013 restructuring project. These savings were able to offset the gross profit impact of the net sales shortfall mentioned above.
|
|
|
For The Years Ended September 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
General corporate expenses
|
|
$
|
(66.0
|
)
|
|
$
|
(62.5
|
)
|
|
$
|
(70.8
|
)
|
Global marketing expenses
|
|
(24.8
|
)
|
|
(20.7
|
)
|
|
(21.8
|
)
|
|||
General corporate and other expenses
|
|
$
|
(90.8
|
)
|
|
$
|
(83.2
|
)
|
|
$
|
(92.6
|
)
|
% of net sales
|
|
(5.6
|
)%
|
|
(4.5
|
)%
|
|
(4.6
|
)%
|
•
|
Net cash proceeds of $999.0 resulted from the June 1, 2015 debt issuance consisting of a seven-year $400.0 senior secured term loan B facility and the June 30, 2015 issuance of $600.0 of 5.50% Senior Notes due 2025;
|
•
|
Debt issuance costs of $12.1 represents the fees paid and capitalized as part of the June 1, 2015 debt issuance;
|
•
|
Payments on debt with maturities greater than 90 days represents the first quarter principal payment on the Term Loan;
|
•
|
Payments on debt with maturities of 90 days or less represents the pay down of notes payable;
|
•
|
Dividends paid of $15.5 during the fourth fiscal quarter (see below); and
|
•
|
Net transfers to Parent and affiliates represents the cash flow impact of Energizer’s net dividend to Edgewell. The increase in the net transfers for fiscal 2015 was the result of the transfer of proceeds of the term loan and senior notes to Edgewell in connection with the contribution of certain assets including cash by Edgewell to Energizer in connection with the separation.
|
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term debt, including current maturities
|
|
$
|
999.0
|
|
|
$
|
3.0
|
|
|
$
|
8.0
|
|
|
$
|
8.0
|
|
|
$
|
980.0
|
|
Interest on long-term debt (1)
|
|
417.8
|
|
|
39.5
|
|
|
92.0
|
|
|
92.0
|
|
|
194.3
|
|
|||||
Notes payable
|
|
5.2
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
|
67.9
|
|
|
14.0
|
|
|
24.6
|
|
|
16.1
|
|
|
13.2
|
|
|||||
Pension plans (2)
|
|
5.2
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations and other (3)
|
|
26.9
|
|
|
10.1
|
|
|
13.8
|
|
|
3.0
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,522.0
|
|
|
$
|
77.0
|
|
|
$
|
138.4
|
|
|
$
|
119.1
|
|
|
$
|
1,187.5
|
|
(1)
|
The above table is based upon the debt balance and LIBOR rate as of September 30, 2015. Energizer entered into an interest rate swap agreement with one major financial institution that fixed the variable benchmark component (LIBOR) on $200 of Energizer's variable rate debt through June 2022 at an interest rate of 2.22%.
|
(2)
|
Globally, total pension contributions for the Company in the next year are estimated to be $5.2. The projected payments beyond fiscal year 2016 are not currently estimatible.
|
(3)
|
Included in the table above are approximately $9.9 of fixed costs related to third party logistics contracts.
|
•
|
Basis of Presentation
- The consolidated financial statements include the accounts of Energizer and its subsidiaries. All significant intercompany transactions are eliminated. Energizer has no material equity method investments or variable interests.
|
•
|
Corporate Expense Allocations
- These Consolidated Financial Statements include expense allocations for the periods prior to the spin-off including (1) certain product warehousing and distribution; (2) various transaction process functions; (3) a consolidated sales force and management for certain countries; (4) certain support functions that are provided on a centralized basis within Edgewell and not recorded at the business division level, including, but not limited to, finance, audit, legal, information technology, human resources, communications, facilities, and compliance; (5) employee benefits and compensation; (6) share-based compensation; (7) financing costs; (8) the effects of restructurings and the Venezuela deconsolidation; and (9) cost of early debt retirement. These expenses were allocated to Energizer on the basis of direct usage where identifiable, with the remainder allocated on a basis of global net sales, cost of sales, operating income, headcount or other measures of Energizer and Edgewell. Certain debt obligations of Edgewell have not been included in the Consolidated Financial Statements of Energizer prior to the spin-off, because Energizer was not a party to the obligation between Edgewell and the debt holders. Financing costs related to such debt obligations have been allocated to Energizer based on the extent to which Energizer participated in Edgewell's corporate financing activities. For an additional discussion of expense allocations, see Note 12, Transactions with Edgewell, to the Consolidated Financial Statements.
|
•
|
Revenue Recognition
– Energizer’s revenue is from the sale of its products. Revenue is recognized when title, ownership and risk of loss pass to the customer. Discounts are offered to customers for early payment and an estimate of the discounts is recorded as a reduction of net sales in the same period as the sale. Our standard sales terms are final and returns or exchanges are not permitted unless a special exception is made. Reserves are established and recorded in cases where the right of return does exist for a particular sale.
|
•
|
Pension Plans -
The determination of the Company’s obligation and expense for pension benefits are dependent on certain assumptions developed by the Company and used by actuaries in calculating such amounts. Assumptions include, among others, the discount rate, future salary increases and the expected long-term rate of return on plan assets. Actual results that differ from assumptions made are recognized on the balance sheet and subsequently amortized to earnings over future periods. Significant differences in actual experience or significant changes in macroeconomic conditions resulting in changes to assumptions may materially affect pension obligations. In determining the discount rate, the Company uses the yield on high-quality bonds that coincide with the cash flows of its plans’ estimated payouts. For the U.S. plans, which represent the Company’s most significant obligations, we consider the Mercer yield curve in determining the discount rates.
|
•
|
Share-Based Payments
– The Company grants restricted stock equivalents, which generally vest over two to four years. Stock compensation expense is measured at the grant date based on the estimated fair value of the award and is recognized on a straight-line basis over the full restriction period of the award.
|
•
|
Income Taxes
– Our annual effective income tax rate is determined based on our income, statutory tax rates and the tax impacts of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items be included in the tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities.
|
INDEX TO FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
Audited Consolidated Financial Statements
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Earnings and Comprehensive Income
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Cash Flows
|
|
Consolidated Statement of Shareholders' Equity/(Deficit)
|
|
Notes to Consolidated Financial Statements
|
|
|
FOR THE YEARS ENDED
SEPTEMBER 30,
|
||||||||||
Statement of Earnings
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
1,631.6
|
|
|
$
|
1,840.4
|
|
|
$
|
2,012.2
|
|
Cost of products sold
|
|
875.4
|
|
|
990.0
|
|
|
1,110.3
|
|
|||
Gross profit
|
|
756.2
|
|
|
850.4
|
|
|
901.9
|
|
|||
Selling, general and administrative expense
|
|
426.3
|
|
|
391.3
|
|
|
387.7
|
|
|||
Advertising and sales promotion expense
|
|
132.3
|
|
|
121.7
|
|
|
127.4
|
|
|||
Research and development expense
|
|
24.9
|
|
|
25.3
|
|
|
29.7
|
|
|||
Venezuela deconsolidation charge
|
|
65.2
|
|
|
—
|
|
|
—
|
|
|||
Spin restructuring
|
|
39.1
|
|
|
—
|
|
|
—
|
|
|||
Restructuring
|
|
9.6
|
|
|
43.5
|
|
|
123.9
|
|
|||
Interest expense
|
|
77.9
|
|
|
52.7
|
|
|
68.1
|
|
|||
Other financing items, net
|
|
(18.4
|
)
|
|
0.7
|
|
|
3.1
|
|
|||
(Loss)/earnings before income taxes
|
|
(0.7
|
)
|
|
215.2
|
|
|
162.0
|
|
|||
Income taxes
|
|
3.3
|
|
|
57.9
|
|
|
47.1
|
|
|||
Net (loss)/earnings
|
|
$
|
(4.0
|
)
|
|
$
|
157.3
|
|
|
$
|
114.9
|
|
Earnings Per Share
|
|
|
|
|
|
|
||||||
Basic net (loss)/earnings per share (1)
|
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
|
$
|
1.85
|
|
Diluted net (loss)/earnings per share (1)
|
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
|
$
|
1.85
|
|
|
|
|
|
|
|
|
||||||
Statement of Comprehensive (Loss)/Income
|
|
|
|
|
|
|
||||||
Net (loss)/earnings
|
|
$
|
(4.0
|
)
|
|
$
|
157.3
|
|
|
$
|
114.9
|
|
Other comprehensive (loss)/income, net of tax expense/(benefit)
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(81.7
|
)
|
|
(1.9
|
)
|
|
(12.0
|
)
|
|||
Pension activity, net of tax of ($19.7) in 2015, $0.2 in 2014 and
$1.4 in 2013
|
|
(37.2
|
)
|
|
(1.4
|
)
|
|
6.4
|
|
|||
Deferred (loss)/gain on hedging activity, net of tax of ($2.3) in
2015, $1.1 in 2014 and ($0.4) in 2013
|
|
(4.8
|
)
|
|
6.2
|
|
|
0.4
|
|
|||
Total comprehensive (loss)/income
|
|
$
|
(127.7
|
)
|
|
$
|
160.2
|
|
|
$
|
109.7
|
|
|
|
SEPTEMBER 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
502.1
|
|
|
$
|
89.6
|
|
Trade receivables, net
|
|
155.5
|
|
|
218.5
|
|
||
Inventories
|
|
275.9
|
|
|
292.4
|
|
||
Other current assets
|
|
193.0
|
|
|
146.6
|
|
||
Total current assets
|
|
1,126.5
|
|
|
747.1
|
|
||
Property, plant and equipment, net
|
|
205.6
|
|
|
212.5
|
|
||
Goodwill
|
|
38.1
|
|
|
37.1
|
|
||
Other intangible assets, net
|
|
76.3
|
|
|
80.1
|
|
||
Long term deferred tax asset
|
|
113.8
|
|
|
76.2
|
|
||
Other assets
|
|
69.3
|
|
|
41.7
|
|
||
Total assets
|
|
$
|
1,629.6
|
|
|
$
|
1,194.7
|
|
Liabilities and Shareholders' Equity/(Deficit)
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
3.0
|
|
|
$
|
—
|
|
Note payable
|
|
5.2
|
|
|
—
|
|
||
Accounts payable
|
|
167.0
|
|
|
190.9
|
|
||
Other current liabilities
|
|
292.6
|
|
|
189.5
|
|
||
Total current liabilities
|
|
467.8
|
|
|
380.4
|
|
||
Long-term debt
|
|
995.0
|
|
|
—
|
|
||
Other liabilities
|
|
226.9
|
|
|
89.8
|
|
||
Total liabilities
|
|
1,689.7
|
|
|
470.2
|
|
||
Shareholders' equity/(deficit)
|
|
|
|
|
||||
Preferred stock, $0.01 par value, none outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 62,195,315 shares issued and outstanding at 2015
|
|
0.6
|
|
|
—
|
|
||
Additional paid-in capital
|
|
181.7
|
|
|
—
|
|
||
Retained earnings
|
|
6.9
|
|
|
—
|
|
||
Net investment of Edgewell
|
|
—
|
|
|
756.2
|
|
||
Accumulated other comprehensive loss
|
|
(249.3
|
)
|
|
(31.7
|
)
|
||
Total shareholders' equity/(deficit)
|
|
(60.1
|
)
|
|
724.5
|
|
||
Total liabilities and shareholders' equity/(deficit)
|
|
$
|
1,629.6
|
|
|
$
|
1,194.7
|
|
|
|
FOR THE YEARS ENDED SEPTEMBER 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flow from Operating Activities
|
|
|
|
|
|
|
||||||
Net (loss)/earnings
|
|
$
|
(4.0
|
)
|
|
$
|
157.3
|
|
|
$
|
114.9
|
|
Adjustments to reconcile net (loss)/earnings to net cash flow from operations:
|
|
|
|
|
|
|
||||||
Non-cash restructuring costs
|
|
13.1
|
|
|
4.1
|
|
|
42.9
|
|
|||
Depreciation and amortization
|
|
41.8
|
|
|
42.2
|
|
|
55.9
|
|
|||
Venezuela deconsolidation charge
|
|
65.2
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
(7.1
|
)
|
|
5.6
|
|
|
(12.8
|
)
|
|||
Share based compensation
|
|
13.5
|
|
|
13.2
|
|
|
16.0
|
|
|||
Non-cash items in income, net
|
|
(13.0
|
)
|
|
16.1
|
|
|
12.1
|
|
|||
Other, net
|
|
(9.4
|
)
|
|
(16.1
|
)
|
|
(56.1
|
)
|
|||
Changes in assets and liabilities used in operations
|
|
|
|
|
|
|
||||||
Decrease/(Increase) in trade receivables, net
|
|
9.7
|
|
|
(13.5
|
)
|
|
119.6
|
|
|||
(Increase)/Decrease in inventories
|
|
(0.1
|
)
|
|
35.5
|
|
|
5.0
|
|
|||
Decrease/(Increase) in other current assets
|
|
3.5
|
|
|
(10.0
|
)
|
|
(26.5
|
)
|
|||
(Decrease)/Increase in accounts payable
|
|
(18.2
|
)
|
|
10.7
|
|
|
12.3
|
|
|||
Increase/(Decrease) in other current liabilities
|
|
66.8
|
|
|
(25.2
|
)
|
|
46.3
|
|
|||
Net cash flow from operating activities
|
|
161.8
|
|
|
219.9
|
|
|
329.6
|
|
|||
Cash Flow from Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(40.4
|
)
|
|
(28.4
|
)
|
|
(17.8
|
)
|
|||
Proceeds from sale of assets
|
|
13.7
|
|
|
5.6
|
|
|
1.0
|
|
|||
Acquisitions, net of cash acquired
|
|
(12.1
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used by investing activities
|
|
(38.8
|
)
|
|
(22.8
|
)
|
|
(16.8
|
)
|
|||
Cash Flow from Financing Activities
|
|
|
|
|
|
|
||||||
Net transfers to Edgewell
|
|
(648.8
|
)
|
|
(185.5
|
)
|
|
(301.2
|
)
|
|||
Cash Proceeds from issuance of debt with original maturities greater than 90 days
|
|
999.0
|
|
|
—
|
|
|
—
|
|
|||
Payments on debt with maturities greater than 90 days
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|||
Decrease in debt with maturities 90 days or less
|
|
(12.4
|
)
|
|
—
|
|
|
—
|
|
|||
Dividend Paid
|
|
(15.5
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
|
(12.1
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash from/(used by) financing activities
|
|
309.2
|
|
|
(185.5
|
)
|
|
(301.2
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(19.7
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Net increase in cash and cash equivalents
|
|
412.5
|
|
|
11.6
|
|
|
11.3
|
|
|||
Cash and cash equivalents, beginning of period
|
|
89.6
|
|
|
78.0
|
|
|
66.7
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
502.1
|
|
|
$
|
89.6
|
|
|
$
|
78.0
|
|
|
Shares
|
Common Stock
|
Additional Paid-in Capital
|
Retained Earnings
|
Net Investment of Edgewell
|
Accumulated Other Comprehensive (Loss)/Income
|
Total Shareholders' Equity/(Deficit)
|
|||||||||||||
Balance, September 30, 2012
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
964.0
|
|
$
|
(29.4
|
)
|
$
|
934.6
|
|
Net earnings
|
—
|
|
—
|
|
—
|
|
—
|
|
114.9
|
|
—
|
|
114.9
|
|
||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5.2
|
)
|
(5.2
|
)
|
||||||
Net decrease in Edgewell investment
|
—
|
|
—
|
|
—
|
|
—
|
|
(306.6
|
)
|
—
|
|
(306.6
|
)
|
||||||
Balance, September 30, 2013
|
—
|
|
—
|
|
—
|
|
—
|
|
772.3
|
|
(34.6
|
)
|
737.7
|
|
||||||
Net earnings
|
—
|
|
—
|
|
—
|
|
—
|
|
157.3
|
|
—
|
|
157.3
|
|
||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2.9
|
|
2.9
|
|
||||||
Net decrease in Edgewell investment
|
—
|
|
—
|
|
—
|
|
—
|
|
(173.4
|
)
|
—
|
|
(173.4
|
)
|
||||||
Balance, September 30, 2014
|
—
|
|
—
|
|
—
|
|
—
|
|
756.2
|
|
(31.7
|
)
|
724.5
|
|
||||||
Net earnings/(loss)
|
—
|
|
—
|
|
—
|
|
23.1
|
|
(27.1
|
)
|
—
|
|
(4.0
|
)
|
||||||
Net decrease in Edgewell investment
|
—
|
|
—
|
|
—
|
|
—
|
|
(946.6
|
)
|
|
|
(946.6
|
)
|
||||||
Separation related adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
393.5
|
|
(93.9
|
)
|
299.6
|
|
||||||
Reclassification of net investment to additional paid-in capital
|
—
|
|
—
|
|
176.0
|
|
—
|
|
(176.0
|
)
|
—
|
|
—
|
|
||||||
Issuance of common stock at spin-off
|
62,193
|
|
0.6
|
|
(0.6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Share based expense
|
—
|
|
—
|
|
6.3
|
|
—
|
|
—
|
|
—
|
|
6.3
|
|
||||||
Activity under stock plans
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Dividends to shareholders
|
—
|
|
—
|
|
—
|
|
(16.2
|
)
|
—
|
|
—
|
|
(16.2
|
)
|
||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(123.7
|
)
|
(123.7
|
)
|
||||||
Balance, September 30, 2015
|
62,195
|
|
$
|
0.6
|
|
$
|
181.7
|
|
$
|
6.9
|
|
$
|
—
|
|
$
|
(249.3
|
)
|
$
|
(60.1
|
)
|
|
|
September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Trade Receivables
|
|
$
|
162.5
|
|
|
$
|
225.9
|
|
Allowance for returns and doubtful accounts
|
|
(7.0
|
)
|
|
(7.4
|
)
|
||
Trade Receivables, net
|
|
$
|
155.5
|
|
|
$
|
218.5
|
|
|
Twelve Months Ended September 30, 2015
|
||||||||||||||||||||||
|
North America
|
|
Latin America
|
|
EMEA
|
|
Asia Pacific
|
|
Corporate
|
|
Total
|
||||||||||||
Severance and termination related costs
|
$
|
3.9
|
|
|
$
|
5.2
|
|
|
$
|
6.0
|
|
|
$
|
5.3
|
|
|
$
|
12.0
|
|
|
$
|
32.4
|
|
Non-cash asset write-down
|
—
|
|
|
3.2
|
|
|
0.2
|
|
|
0.6
|
|
|
—
|
|
|
4.0
|
|
||||||
Other exit costs
|
0.1
|
|
|
0.3
|
|
|
0.6
|
|
|
1.7
|
|
|
—
|
|
|
2.7
|
|
||||||
Total
|
$
|
4.0
|
|
|
$
|
8.7
|
|
|
$
|
6.8
|
|
|
$
|
7.6
|
|
|
$
|
12.0
|
|
|
$
|
39.1
|
|
|
|
|
|
|
|
|
|
Utilized
|
|
|
||||||||||||||
|
|
October 1, 2014
|
|
Charge to Income
|
|
Other (a)
|
|
Cash
|
|
Non-Cash
|
|
September 30, 2015
|
||||||||||||
Severance and termination related costs
|
|
$
|
—
|
|
|
$
|
32.4
|
|
|
$
|
(0.7
|
)
|
|
$
|
(19.8
|
)
|
|
$
|
0.1
|
|
|
$
|
12.0
|
|
Non-cash asset write down
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
||||||
Other exit costs
|
|
—
|
|
|
2.7
|
|
|
(1.5
|
)
|
|
(0.7
|
)
|
|
(0.2
|
)
|
|
0.3
|
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
39.1
|
|
|
$
|
(2.2
|
)
|
|
$
|
(20.5
|
)
|
|
$
|
(4.1
|
)
|
|
$
|
12.3
|
|
|
Twelve Months Ended September 30, 2015
|
||||||||||||||||||||||
|
North America
|
|
Latin America
|
|
EMEA
|
|
Asia Pacific
|
|
Corporate
|
|
Total
|
||||||||||||
Severance and related benefit costs
|
$
|
(0.2
|
)
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
|
$
|
6.6
|
|
|
$
|
(0.2
|
)
|
|
$
|
7.0
|
|
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
9.1
|
|
||||||
Consulting, program management and other exit costs
|
2.2
|
|
|
0.1
|
|
|
0.3
|
|
|
1.9
|
|
|
—
|
|
|
4.5
|
|
||||||
Net gain on asset sale
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|
—
|
|
|
(11.0
|
)
|
||||||
Total
|
$
|
2.0
|
|
|
$
|
0.4
|
|
|
$
|
0.8
|
|
|
$
|
6.6
|
|
|
$
|
(0.2
|
)
|
|
$
|
9.6
|
|
|
Twelve Months Ended September 30, 2014
|
||||||||||||||||||||||
|
North America
|
|
Latin America
|
|
EMEA
|
|
Asia Pacific
|
|
Corporate
|
|
Total
|
||||||||||||
Severance and related benefit costs
|
$
|
4.3
|
|
|
$
|
1.4
|
|
|
$
|
2.1
|
|
|
$
|
2.1
|
|
|
$
|
1.6
|
|
|
$
|
11.5
|
|
Accelerated depreciation
|
4.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
||||||
Consulting, program management and other exit costs
|
17.3
|
|
|
1.4
|
|
|
3.1
|
|
|
3.7
|
|
|
—
|
|
|
25.5
|
|
||||||
Net loss on asset sale
|
2.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||||
Total
|
$
|
28.1
|
|
|
$
|
2.8
|
|
|
$
|
5.2
|
|
|
$
|
5.8
|
|
|
$
|
1.6
|
|
|
$
|
43.5
|
|
|
Twelve Months Ended September 30, 2013
|
||||||||||||||||||||||
|
North America
|
|
Latin America
|
|
EMEA
|
|
Asia Pacific
|
|
Corporate
|
|
Total
|
||||||||||||
Severance and related benefit costs
|
$
|
27.6
|
|
|
$
|
1.8
|
|
|
$
|
5.5
|
|
|
$
|
3.4
|
|
|
$
|
4.9
|
|
|
$
|
43.2
|
|
Non-cash asset impairment charges
|
19.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.3
|
|
||||||
Accelerated depreciation
|
23.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.6
|
|
||||||
Consulting, program management and other exit costs
|
25.6
|
|
|
2.1
|
|
|
4.6
|
|
|
5.5
|
|
|
—
|
|
|
37.8
|
|
||||||
Total
|
$
|
96.1
|
|
|
$
|
3.9
|
|
|
$
|
10.1
|
|
|
$
|
8.9
|
|
|
$
|
4.9
|
|
|
$
|
123.9
|
|
|
|
|
|
Utilized
|
|
|||||||||||||
|
October 1, 2014
|
Charge to Income
|
Other (a)
|
Cash
|
Non-Cash
|
September 30, 2015
|
||||||||||||
Severance & Termination Related Costs
|
$
|
12.4
|
|
$
|
7.0
|
|
$
|
(2.3
|
)
|
$
|
(13.1
|
)
|
$
|
—
|
|
$
|
4.0
|
|
Accelerated Depreciation
|
—
|
|
9.1
|
|
—
|
|
—
|
|
(9.1
|
)
|
—
|
|
||||||
Other Costs
|
—
|
|
4.5
|
|
—
|
|
(4.5
|
)
|
—
|
|
—
|
|
||||||
Net loss on asset sale
|
—
|
|
(11.0
|
)
|
0.3
|
|
13.7
|
|
(3.0
|
)
|
—
|
|
||||||
Total
|
$
|
12.4
|
|
$
|
9.6
|
|
$
|
(2.0
|
)
|
$
|
(3.9
|
)
|
$
|
(12.1
|
)
|
$
|
4.0
|
|
|
|
|
|
Utilized
|
|
|||||||||||||
|
October 1, 2013
|
Charge to Income
|
Other (a)
|
Cash
|
Non-Cash
|
September 30, 2014
|
||||||||||||
Severance & Termination Related Costs
|
$
|
13.8
|
|
$
|
11.5
|
|
$
|
(0.3
|
)
|
$
|
(12.6
|
)
|
$
|
—
|
|
$
|
12.4
|
|
Accelerated Depreciation
|
—
|
|
4.1
|
|
—
|
|
—
|
|
(4.1
|
)
|
—
|
|
||||||
Other Costs
|
5.7
|
|
25.5
|
|
—
|
|
(29.9
|
)
|
(1.3
|
)
|
—
|
|
||||||
Net loss on asset sale
|
—
|
|
2.4
|
|
—
|
|
4.9
|
|
(7.3
|
)
|
—
|
|
||||||
Total
|
$
|
19.5
|
|
$
|
43.5
|
|
$
|
(0.3
|
)
|
$
|
(37.6
|
)
|
$
|
(12.7
|
)
|
$
|
12.4
|
|
•
|
foreign currency translation losses previously recorded in accumulated other comprehensive income, of which
$16.2
was allocated to Energizer
|
•
|
the write-off of Edgewell’s Venezuelan operations’ cash balance, of which
$44.6
was allocated to Energizer, (at the
6.30
per U.S. dollar rate)
|
•
|
the write-off of Edgewell’s Venezuelan operations’ other net assets, of which
$4.4
was allocated to Energizer
|
|
|
North America
|
|
Latin America
|
|
EMEA
|
|
Asia Pacific
|
|
Total
|
||||||||||
Balance at October 1, 2014
|
|
$
|
19.1
|
|
|
$
|
1.7
|
|
|
$
|
6.5
|
|
|
$
|
9.8
|
|
|
$
|
37.1
|
|
Household Products acquisition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
2.3
|
|
|||||
Cumulative translation adjustment
|
|
—
|
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(1.3
|
)
|
|||||
Balance at September 30, 2015
|
|
$
|
19.1
|
|
|
$
|
1.6
|
|
|
$
|
6.0
|
|
|
$
|
11.4
|
|
|
$
|
38.1
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Currently payable:
|
|
|
|
|
|
||||||
United States - Federal
|
$
|
(20.6
|
)
|
|
$
|
15.0
|
|
|
$
|
22.3
|
|
State
|
(1.4
|
)
|
|
0.8
|
|
|
1.4
|
|
|||
Foreign
|
32.4
|
|
|
36.5
|
|
|
36.2
|
|
|||
Total current
|
10.4
|
|
|
52.3
|
|
|
59.9
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
United States - Federal
|
(3.5
|
)
|
|
4.3
|
|
|
(10.4
|
)
|
|||
State
|
(0.2
|
)
|
|
0.4
|
|
|
(1.2
|
)
|
|||
Foreign
|
(3.4
|
)
|
|
0.9
|
|
|
(1.2
|
)
|
|||
Total deferred
|
(7.1
|
)
|
|
5.6
|
|
|
(12.8
|
)
|
|||
Provision for income taxes
|
$
|
3.3
|
|
|
$
|
57.9
|
|
|
$
|
47.1
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
(144.5
|
)
|
|
$
|
33.6
|
|
|
$
|
16.7
|
|
Foreign
|
143.8
|
|
|
181.6
|
|
|
145.3
|
|
|||
Pre-tax (loss)/earnings
|
$
|
(0.7
|
)
|
|
$
|
215.2
|
|
|
$
|
162.0
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Computed tax at federal statutory rate
|
$
|
(0.3
|
)
|
|
35.0
|
%
|
|
$
|
75.3
|
|
|
35.0
|
%
|
|
$
|
56.7
|
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
(1.6
|
)
|
|
N/M
|
|
0.8
|
|
|
0.4
|
|
|
0.1
|
|
|
0.1
|
|
||||
Foreign tax less than the federal rate
|
(20.8
|
)
|
|
N/M
|
|
(26.1
|
)
|
|
(12.1
|
)
|
|
(15.8
|
)
|
|
(9.8
|
)
|
||||
Other taxes including repatriation of foreign earnings
|
2.2
|
|
|
N/M
|
|
7.3
|
|
|
3.4
|
|
|
9.8
|
|
|
6.1
|
|
||||
Nontaxable share option
|
—
|
|
|
N/M
|
|
(2.5
|
)
|
|
(1.2
|
)
|
|
(3.4
|
)
|
|
(2.1
|
)
|
||||
Nondeductible spin costs
|
2.0
|
|
|
N/M
|
|
3.0
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
||||
Deconsolidation of Venezuela operations
|
22.8
|
|
|
N/M
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other, net
|
(1.0
|
)
|
|
N/M
|
|
0.1
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.2
|
)
|
||||
Total
|
$
|
3.3
|
|
|
455.1
|
%
|
|
$
|
57.9
|
|
|
26.9
|
%
|
|
$
|
47.1
|
|
|
29.1
|
%
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities
|
$
|
53.5
|
|
|
$
|
35.1
|
|
Deferred and stock-related compensation
|
29.6
|
|
|
27.6
|
|
||
Tax loss carryforwards and tax credits
|
14.4
|
|
|
19.6
|
|
||
Intangible assets
|
46.5
|
|
|
46.4
|
|
||
Pension plans
|
36.2
|
|
|
—
|
|
||
Other tax assets
|
3.9
|
|
|
10.5
|
|
||
Gross deferred tax assets
|
184.1
|
|
|
139.2
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and property differences
|
(16.2
|
)
|
|
(8.1
|
)
|
||
Other tax liabilities
|
—
|
|
|
(1.7
|
)
|
||
Gross deferred tax liabilities
|
(16.2
|
)
|
|
(9.8
|
)
|
||
Valuation allowance
|
(13.6
|
)
|
|
(14.5
|
)
|
||
Net deferred tax assets
|
$
|
154.3
|
|
|
$
|
114.9
|
|
|
2015
|
|
2014
|
||||
Unrecognized tax benefits, beginning of year
|
$
|
12.7
|
|
|
$
|
13.5
|
|
Additions based on current year tax positions and acquisitions
|
6.1
|
|
|
1.9
|
|
||
Reductions for prior year tax positions
|
(10.3
|
)
|
|
(0.1
|
)
|
||
Settlements with taxing authorities/statute expirations
|
—
|
|
|
(2.6
|
)
|
||
Unrecognized tax benefits, end of year
|
$
|
8.5
|
|
|
$
|
12.7
|
|
|
For the Years Ended September 30,
|
||||||||||
(in millions, except per share data)
|
2015
|
|
2014
|
|
2013
|
||||||
Net (loss)/earnings
|
$
|
(4.0
|
)
|
|
$
|
157.3
|
|
|
$
|
114.9
|
|
Basic average shares outstanding
|
62.2
|
|
|
62.2
|
|
|
62.2
|
|
|||
Diluted average shares outstanding
|
62.2
|
|
|
62.2
|
|
|
62.2
|
|
|||
Basic (loss)/earnings per common share
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
|
$
|
1.85
|
|
Diluted (loss)/earnings per common share
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
|
$
|
1.85
|
|
|
|
Shares
|
|
Weighted-Average
Grant Date Estimated Fair Value
|
|||
Nonvested RSE at October 1, 2014
|
|
—
|
|
|
$
|
—
|
|
Converted on July 1, 2015 in connection with the Spin-Off
|
|
1.312
|
|
|
$
|
34.00
|
|
Granted
|
|
0.624
|
|
|
$
|
34.92
|
|
Vested
|
|
(0.004
|
)
|
|
$
|
34.00
|
|
Canceled
|
|
(0.038
|
)
|
|
$
|
34.00
|
|
Nonvested RSE at September 30, 2015
|
|
1.894
|
|
|
$
|
34.30
|
|
|
|
September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Change in Projected Benefit Obligation
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
58.1
|
|
|
$
|
64.1
|
|
Service cost
|
|
0.8
|
|
|
0.7
|
|
||
Interest cost
|
|
7.6
|
|
|
1.3
|
|
||
Plan participants' contributions
|
|
0.1
|
|
|
0.1
|
|
||
Actuarial loss/(gain)
|
|
24.3
|
|
|
3.4
|
|
||
Benefits paid, net
|
|
(16.0
|
)
|
|
(6.9
|
)
|
||
Plan curtailments
|
|
(2.0
|
)
|
|
—
|
|
||
Plan settlements
|
|
(0.2
|
)
|
|
(1.6
|
)
|
||
Net transfer in/(out) (including the effect of any business combinations/divestitures)
|
|
(4.0
|
)
|
|
—
|
|
||
Obligations transferred from Edgewell
|
|
662.9
|
|
|
—
|
|
||
Foreign currency exchange rate changes
|
|
(5.6
|
)
|
|
(3.0
|
)
|
||
Projected Benefit Obligation at end of year
|
|
$
|
726.0
|
|
|
$
|
58.1
|
|
Change in Plan Assets
|
|
|
|
|
||||
Estimated fair value of plan assets at beginning of year
|
|
$
|
44.6
|
|
|
$
|
51.6
|
|
Actual return on plan assets
|
|
(25.4
|
)
|
|
3.2
|
|
||
Company contributions
|
|
1.5
|
|
|
0.4
|
|
||
Plan participants' contributions
|
|
0.1
|
|
|
0.1
|
|
||
Plan settlements
|
|
(0.2
|
)
|
|
(1.6
|
)
|
||
Benefits paid, net
|
|
(16.0
|
)
|
|
(6.9
|
)
|
||
Net transfer in/(out) (including the effect of any business combinations/divestitures)
|
|
(3.8
|
)
|
|
—
|
|
||
Assets transferred from Edgewell
|
|
621.2
|
|
|
—
|
|
||
Foreign currency exchange rate changes
|
|
(5.3
|
)
|
|
(2.2
|
)
|
||
Estimated fair value of plan assets at end of year
|
|
$
|
616.7
|
|
|
$
|
44.6
|
|
Funded status at end of year
|
|
$
|
(109.3
|
)
|
|
$
|
(13.5
|
)
|
|
|
September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Amounts Recognized in the Consolidated
Balance Sheets
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
5.9
|
|
|
$
|
—
|
|
Current liabilities
|
|
(2.8
|
)
|
|
—
|
|
||
Noncurrent liabilities
|
|
(112.4
|
)
|
|
(13.5
|
)
|
||
Net amount recognized
|
|
$
|
(109.3
|
)
|
|
$
|
(13.5
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Loss
|
|
|
|
|
||||
Net loss, pre tax
|
|
$
|
211.0
|
|
|
$
|
8.3
|
|
Changes in plan assets and benefit obligations recognized in other comprehensive loss
|
|
|
||
Net loss/(gain) arising during the year
|
|
$
|
59.9
|
|
Effect of exchange rates
|
|
(1.5
|
)
|
|
Amounts recognized as a component of net periodic benefit cost
|
|
|
||
Amortization or settlement recognition of net (loss)/gain
|
|
(1.5
|
)
|
|
Total recognized in other comprehensive income
|
|
$
|
56.9
|
|
|
|
September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Projected benefit obligation
|
|
$
|
726.0
|
|
|
$
|
58.1
|
|
Accumulated benefit obligation
|
|
$
|
609.4
|
|
|
$
|
45.0
|
|
Estimated fair value of plan assets
|
|
$
|
616.7
|
|
|
$
|
44.6
|
|
|
|
For the Years Ended September 30,
|
||||||||||
|
|
Pension
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
|
$
|
0.8
|
|
|
$
|
0.7
|
|
|
$
|
1.1
|
|
Interest cost
|
|
7.6
|
|
|
1.3
|
|
|
1.2
|
|
|||
Expected return on plan assets
|
|
(12.2
|
)
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|||
Recognized net actuarial loss/(gain)
|
|
1.4
|
|
|
0.1
|
|
|
0.4
|
|
|||
Settlement loss recognized
|
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|||
Net periodic benefit cost
|
|
$
|
(2.3
|
)
|
|
$
|
0.5
|
|
|
$
|
1.0
|
|
|
|
September 30,
|
||||
|
|
2015
|
|
2014
|
||
Plan obligations:
|
|
|
|
|
||
Discount rate
|
|
3.9
|
%
|
|
1.5
|
%
|
Compensation increase rate
|
|
3.3
|
%
|
|
2.3
|
%
|
Net periodic benefit cost:
|
|
|
|
|
||
Discount rate
|
|
4.0
|
%
|
|
2.1
|
%
|
Expected long-term rate of return on plan assets
|
|
7.0
|
%
|
|
3.5
|
%
|
Compensation increase rate
|
|
3.3
|
%
|
|
2.3
|
%
|
|
|
2015 Pension Assets
|
||||||||||
ASSETS AT ESTIMATED FAIR VALUE
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
EQUITY
|
|
|
|
|
|
|
||||||
U.S. Equity
|
|
$
|
138.9
|
|
|
$
|
56.3
|
|
|
$
|
195.2
|
|
International Equity
|
|
20.6
|
|
|
129.3
|
|
|
149.9
|
|
|||
DEBT
|
|
|
|
|
|
|
||||||
U.S. Government
|
|
—
|
|
|
175.8
|
|
|
175.8
|
|
|||
Other Government
|
|
—
|
|
|
44.3
|
|
|
44.3
|
|
|||
Corporate
|
|
—
|
|
|
26.7
|
|
|
26.7
|
|
|||
CASH & CASH EQUIVALENTS
|
|
—
|
|
|
1.2
|
|
|
1.2
|
|
|||
OTHER
|
|
—
|
|
|
23.6
|
|
|
23.6
|
|
|||
TOTAL
|
|
$
|
159.5
|
|
|
$
|
457.2
|
|
|
$
|
616.7
|
|
|
|
2014 Pension Assets
|
||||||||||
ASSETS AT ESTIMATED FAIR VALUE
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
EQUITY
|
|
|
|
|
|
|
||||||
U.S. Equity
|
|
$
|
1.5
|
|
|
$
|
0.7
|
|
|
$
|
2.2
|
|
International Equity
|
|
6.1
|
|
|
2.8
|
|
|
8.9
|
|
|||
DEBT
|
|
|
|
|
|
|
||||||
U.S. Government
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|||
Other Government
|
|
—
|
|
|
9.4
|
|
|
9.4
|
|
|||
Corporate
|
|
—
|
|
|
14.8
|
|
|
14.8
|
|
|||
CASH & CASH EQUIVALENTS
|
|
—
|
|
|
2.4
|
|
|
2.4
|
|
|||
OTHER
|
|
—
|
|
|
6.3
|
|
|
6.3
|
|
|||
TOTAL
|
|
$
|
7.6
|
|
|
$
|
37.0
|
|
|
$
|
44.6
|
|
|
September 30, 2015
|
September 30, 2014
|
||||
Senior Secured Term Loan B Facility, net of discount, due 2022
|
$
|
398.0
|
|
$
|
—
|
|
5.50% Senior Notes due 2025
|
600.0
|
|
—
|
|
||
Total long-term debt, including current maturities
|
998.0
|
|
—
|
|
||
Less current portion
|
3.0
|
|
—
|
|
||
Total long-term debt
|
$
|
995.0
|
|
$
|
—
|
|
|
|
At September 30, 2015
|
|
For the Year Ended September 30, 2015
|
||||||||
Derivatives designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Asset(Liability) (1) (2)
|
|
Pre-Tax Gain/(Loss) Recognized in OCI(3)
|
|
Pre-Tax Gain/(Loss)
Reclassified From OCI into Income (Effective Portion) (4) (5) |
||||||
Foreign currency contracts
|
|
$
|
4.5
|
|
|
$
|
10.1
|
|
|
$
|
11.0
|
|
Interest rate contracts
|
|
(5.2
|
)
|
|
(5.2
|
)
|
|
—
|
|
|||
Total
|
|
$
|
(0.7
|
)
|
|
$
|
4.9
|
|
|
$
|
11.0
|
|
|
|
At September 30, 2014
|
|
For the Year Ended September 30, 2014
|
||||||||
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
|
|
$
|
5.4
|
|
|
$
|
6.6
|
|
|
$
|
(1.1
|
)
|
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, net.
|
5.
|
Each of these hedging relationships has derivative instruments with a high correlation to the underlying exposure being hedged and has been deemed highly effective in offsetting the underlying risk.
|
|
|
At September 30, 2015
|
|
For the Year Ended September 30, 2015
|
||||
Derivatives not designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Asset (Liability)
|
|
Gain/(Loss) Recognized in Income (1)
|
||||
Share option (2)
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Foreign currency contracts
|
|
—
|
|
|
2.2
|
|
||
Total
|
|
$
|
—
|
|
|
$
|
2.4
|
|
|
|
At September 30, 2014
|
|
For the Year Ended September 30, 2014
|
||||
Derivatives not designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Asset (Liability)
|
|
Gain/(Loss) Recognized in Income (1)
|
||||
Share option (2)
|
|
$
|
—
|
|
|
$
|
7.1
|
|
Foreign currency contracts
|
|
1.0
|
|
|
1.2
|
|
||
Total
|
|
$
|
1.0
|
|
|
$
|
8.3
|
|
Offsetting of derivative assets
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
At September 30, 2015
|
|
At September 30, 2014
|
||||||||||||||||||||
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
|
|
$
|
4.9
|
|
|
$
|
(0.4
|
)
|
|
$
|
4.5
|
|
|
$
|
7.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
7.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Offsetting of derivative liabilities
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
At September 30, 2015
|
|
At September 30, 2014
|
||||||||||||||||||||
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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.8
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.6
|
)
|
|
|
Level 2
|
||||||
|
|
September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Assets/(Liabilities) at estimated fair value:
|
|
|
|
|
||||
Deferred Compensation
|
|
$
|
(58.5
|
)
|
|
$
|
(45.8
|
)
|
Derivatives - Foreign Currency contracts
|
|
4.5
|
|
|
6.4
|
|
||
Derivatives - Interest Rate Swap
|
|
(5.2
|
)
|
|
—
|
|
||
Total Liabilities at estimated fair value
|
|
$
|
(59.2
|
)
|
|
$
|
(39.4
|
)
|
|
Foreign Currency Translation Adjustments
|
Pension Activity
|
Hedging Activity
|
Interest Rate Swap
|
Total
|
||||||||||
Balance at September 30, 2014
|
$
|
(28.7
|
)
|
$
|
(7.3
|
)
|
$
|
4.3
|
|
$
|
—
|
|
$
|
(31.7
|
)
|
OCI before reclassifications
|
(97.9
|
)
|
(38.3
|
)
|
6.7
|
|
(3.3
|
)
|
(132.8
|
)
|
|||||
Separation related adjustments
|
0.8
|
|
(95.3
|
)
|
0.6
|
|
—
|
|
(93.9
|
)
|
|||||
Venezuela deconsolidation charge
|
16.2
|
|
—
|
|
—
|
|
—
|
|
16.2
|
|
|||||
Reclassifications to earnings
|
—
|
|
1.1
|
|
(8.2
|
)
|
—
|
|
(7.1
|
)
|
|||||
Balance at September 30, 2015
|
$
|
(109.6
|
)
|
$
|
(139.8
|
)
|
$
|
3.4
|
|
$
|
(3.3
|
)
|
$
|
(249.3
|
)
|
1.
|
Amounts in parentheses indicate debits to Consolidated Statements of Earnings.
|
2.
|
These AOCI components are included in the computation of net periodic benefit cost (see Note 13, Pension Plans, for further details).
|
|
|
2015
|
|
2014
|
||||
Inventories
|
|
|
|
|
||||
Raw materials and supplies
|
|
$
|
32.4
|
|
|
$
|
38.5
|
|
Work in process
|
|
73.0
|
|
|
68.4
|
|
||
Finished products
|
|
170.5
|
|
|
185.5
|
|
||
Total inventories
|
|
$
|
275.9
|
|
|
$
|
292.4
|
|
Other Current Assets
|
|
|
|
|
||||
Miscellaneous receivables
|
|
$
|
34.3
|
|
|
$
|
31.4
|
|
Due from Edgewell
|
|
30.4
|
|
|
—
|
|
||
Deferred income tax benefits
|
|
49.6
|
|
|
43.7
|
|
||
Prepaid expenses
|
|
53.2
|
|
|
35.7
|
|
||
Value added tax collectible from customers
|
|
19.9
|
|
|
22.9
|
|
||
Other
|
|
5.6
|
|
|
12.9
|
|
||
Total other current assets
|
|
$
|
193.0
|
|
|
$
|
146.6
|
|
Property, plant and equipment
|
|
|
|
|
||||
Land
|
|
$
|
10.0
|
|
|
$
|
10.3
|
|
Buildings
|
|
162.8
|
|
|
143.6
|
|
||
Machinery and equipment
|
|
886.2
|
|
|
871.8
|
|
||
Construction in progress
|
|
12.1
|
|
|
10.1
|
|
||
Total gross property
|
|
1,071.1
|
|
|
1,035.8
|
|
||
Accumulated depreciation
|
|
(865.5
|
)
|
|
(823.3
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
205.6
|
|
|
$
|
212.5
|
|
Other Current Liabilities
|
|
|
|
|
||||
Accrued advertising, sales promotion and allowances
|
|
$
|
29.7
|
|
|
$
|
25.7
|
|
Accrued trade allowances
|
|
41.7
|
|
|
35.6
|
|
||
Accrued salaries, vacations and incentive compensation
|
|
39.5
|
|
|
45.9
|
|
||
2013 restructuring reserve
|
|
4.0
|
|
|
12.4
|
|
||
Spin restructuring reserve
|
|
12.3
|
|
|
—
|
|
||
Income taxes payable
|
|
43.7
|
|
|
2.9
|
|
||
Other
|
|
121.7
|
|
|
67.0
|
|
||
Total other current liabilities
|
|
$
|
292.6
|
|
|
$
|
189.5
|
|
Other Liabilities
|
|
|
|
|
||||
Pensions and other retirement benefits
|
|
$
|
119.3
|
|
|
$
|
12.8
|
|
Deferred compensation
|
|
58.5
|
|
|
45.8
|
|
||
Other non-current liabilities
|
|
49.1
|
|
|
31.2
|
|
||
Total other liabilities
|
|
$
|
226.9
|
|
|
$
|
89.8
|
|
Allowance for Doubtful Accounts
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of year
|
|
$
|
7.4
|
|
|
$
|
9.5
|
|
|
$
|
9.5
|
|
Provision charged to expense, net of reversals
|
|
1.9
|
|
|
1.6
|
|
|
2.3
|
|
|||
Write-offs, less recoveries, translation, other
|
|
(2.3
|
)
|
|
(3.7
|
)
|
|
(2.3
|
)
|
|||
Balance at end of year
|
|
$
|
7.0
|
|
|
$
|
7.4
|
|
|
$
|
9.5
|
|
Income Tax Valuation Allowance
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of year
|
|
$
|
14.5
|
|
|
$
|
11.4
|
|
|
$
|
10.4
|
|
Provision charged to expense
|
|
0.3
|
|
|
8.2
|
|
|
0.9
|
|
|||
Reversal of provision charged to expense
|
|
(0.8
|
)
|
|
(3.5
|
)
|
|
(0.1
|
)
|
|||
Translation, other
|
|
(0.4
|
)
|
|
(1.6
|
)
|
|
0.2
|
|
|||
Balance at end of year
|
|
$
|
13.6
|
|
|
$
|
14.5
|
|
|
$
|
11.4
|
|
Supplemental Disclosure of Cash Flow Information
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest paid
|
|
$
|
73.1
|
|
|
$
|
52.2
|
|
|
$
|
67.1
|
|
Income taxes paid
|
|
$
|
37.6
|
|
|
$
|
53.1
|
|
|
$
|
61.6
|
|
Net Sales
|
|
2015
|
|
2014
|
|
2013
|
||||||
North America
|
|
$
|
831.3
|
|
|
$
|
909.2
|
|
|
$
|
1,041.9
|
|
Latin America
|
|
125.1
|
|
|
162.1
|
|
|
182.0
|
|
|||
EMEA
|
|
370.4
|
|
|
419.1
|
|
|
423.3
|
|
|||
Asia Pacific
|
|
304.8
|
|
|
350.0
|
|
|
365.0
|
|
|||
Total net sales
|
|
$
|
1,631.6
|
|
|
$
|
1,840.4
|
|
|
$
|
2,012.2
|
|
Segment Profit
|
|
|
|
|
|
|
||||||
North America
|
|
234.6
|
|
|
263.9
|
|
|
307.1
|
|
|||
Latin America
|
|
20.7
|
|
|
26.4
|
|
|
32.9
|
|
|||
EMEA
|
|
58.3
|
|
|
61.4
|
|
|
49.9
|
|
|||
Asia Pacific
|
|
77.9
|
|
|
97.1
|
|
|
98.2
|
|
|||
Total segment profit
|
|
$
|
391.5
|
|
|
$
|
448.8
|
|
|
$
|
488.1
|
|
General corporate and other expenses
|
|
(66.0
|
)
|
|
(62.5
|
)
|
|
(70.8
|
)
|
|||
Global marketing expenses
|
|
(24.8
|
)
|
|
(20.7
|
)
|
|
(21.8
|
)
|
|||
Research and development expense
|
|
(24.9
|
)
|
|
(25.3
|
)
|
|
(29.7
|
)
|
|||
Venezuela deconsolidation charge
|
|
(65.2
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring (1)
|
|
(13.0
|
)
|
|
(50.4
|
)
|
|
(132.6
|
)
|
|||
Integration (2)
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|||
Spin costs (3)
|
|
(98.1
|
)
|
|
(21.3
|
)
|
|
—
|
|
|||
Spin restructuring
|
|
(39.1
|
)
|
|
—
|
|
|
—
|
|
|||
Cost of early debt retirement (4)
|
|
(26.7
|
)
|
|
—
|
|
|
—
|
|
|||
Interest and other financing items
|
|
(32.8
|
)
|
|
(53.4
|
)
|
|
(71.2
|
)
|
|||
Total (loss) earnings before income taxes
|
|
$
|
(0.7
|
)
|
|
$
|
215.2
|
|
|
$
|
162.0
|
|
|
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
North America
|
|
22.3
|
|
|
17.6
|
|
|
25.1
|
|
|||
Latin America
|
|
1.0
|
|
|
0.1
|
|
|
0.7
|
|
|||
EMEA
|
|
1.1
|
|
|
0.6
|
|
|
1.4
|
|
|||
Asia Pacific
|
|
12.8
|
|
|
20.9
|
|
|
26.2
|
|
|||
Total segment depreciation and amortization
|
|
37.2
|
|
|
39.2
|
|
|
53.4
|
|
|||
Corporate
|
|
4.6
|
|
|
3.0
|
|
|
2.5
|
|
|||
Total depreciation and amortization
|
|
$
|
41.8
|
|
|
$
|
42.2
|
|
|
$
|
55.9
|
|
Total Assets
|
|
2015
|
|
2014
|
||||
North America
|
|
$
|
394.8
|
|
|
$
|
371.7
|
|
Latin America
|
|
63.3
|
|
|
58.6
|
|
||
EMEA
|
|
237.5
|
|
|
188.3
|
|
||
Asia Pacific
|
|
573.2
|
|
|
329.6
|
|
||
Total segment assets
|
|
$
|
1,268.8
|
|
|
$
|
948.2
|
|
Corporate
|
|
246.4
|
|
|
129.3
|
|
||
Goodwill and other intangible assets, net
|
|
114.4
|
|
|
117.2
|
|
||
Total assets
|
|
$
|
1,629.6
|
|
|
$
|
1,194.7
|
|
Capital Expenditures
|
|
2015
|
|
2014
|
|
2013
|
||||||
North America
|
|
$
|
28.4
|
|
|
$
|
15.9
|
|
|
$
|
5.7
|
|
Latin America
|
|
1.2
|
|
|
0.6
|
|
|
2.2
|
|
|||
EMEA
|
|
2.3
|
|
|
1.9
|
|
|
1.5
|
|
|||
Asia Pacific
|
|
8.5
|
|
|
10.0
|
|
|
8.4
|
|
|||
Total segment capital expenditures
|
|
$
|
40.4
|
|
|
$
|
28.4
|
|
|
$
|
17.8
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net Sales to Customers
|
|
|
|
|
|
|
|
|||||
United States
|
|
$
|
767.6
|
|
|
$
|
822.0
|
|
|
$
|
951.2
|
|
International
|
|
864.0
|
|
|
1,018.4
|
|
|
1,061.0
|
|
|||
Total net sales
|
|
$
|
1,631.6
|
|
|
$
|
1,840.4
|
|
|
$
|
2,012.2
|
|
|
|
|
|
|
|
|
||||||
Long-Lived Assets
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
210.9
|
|
|
$
|
95.3
|
|
|
|
||
Singapore
|
|
69.7
|
|
|
81.9
|
|
|
|
||||
Other International
|
|
108.1
|
|
|
153.2
|
|
|
|
||||
Total long-lived assets excluding goodwill and intangibles
|
|
$
|
388.7
|
|
|
$
|
330.4
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net Sales
|
|
|
|
|
|
|
||||||
Alkaline batteries
|
|
1,044.9
|
|
|
1,167.6
|
|
|
1,241.0
|
|
|||
Other batteries and lighting products
|
|
586.7
|
|
|
672.8
|
|
|
771.2
|
|
|||
Total net sales
|
|
$
|
1,631.6
|
|
|
$
|
1,840.4
|
|
|
$
|
2,012.2
|
|
Fiscal 2015
|
First
|
Second
|
Third
|
Fourth
|
||||||||
Net sales
|
$
|
501.3
|
|
$
|
356.9
|
|
$
|
374.3
|
|
$
|
399.1
|
|
Gross profit
|
233.8
|
|
168.5
|
|
170.8
|
|
183.1
|
|
||||
Net earnings/(loss)
|
61.7
|
|
(69.2
|
)
|
(19.6
|
)
|
23.1
|
|
||||
Earnings/(loss) per share:
|
|
|
|
|
||||||||
Basic (1)
|
$
|
0.99
|
|
$
|
(1.11
|
)
|
$
|
(0.32
|
)
|
$
|
0.37
|
|
Diluted (1)
|
$
|
0.99
|
|
$
|
(1.11
|
)
|
$
|
(0.32
|
)
|
$
|
0.37
|
|
|
|
|
|
|
||||||||
Items decreasing/(increasing) net earnings:
|
|
|
|
|
||||||||
Venezuela deconsolidation
|
$
|
—
|
|
$
|
65.2
|
|
$
|
—
|
|
$
|
—
|
|
Spin costs
|
14.6
|
|
15.2
|
|
25.0
|
|
13.9
|
|
||||
Spin restructuring
|
0.7
|
|
15.6
|
|
7.9
|
|
2.8
|
|
||||
Cost of early debt retirement
|
—
|
|
—
|
|
16.7
|
|
—
|
|
||||
Restructuring
|
(6.1
|
)
|
0.3
|
|
12.4
|
|
(0.1
|
)
|
||||
Integration
|
0.3
|
|
0.4
|
|
0.3
|
|
0.2
|
|
||||
Adjustments to prior year tax accruals
|
—
|
|
—
|
|
(2.6
|
)
|
(1.4
|
)
|
Fiscal 2014
|
First
|
Second
|
Third
|
Fourth
|
||||||||
Net sales
|
$
|
568.6
|
|
$
|
373.4
|
|
$
|
411.7
|
|
$
|
486.7
|
|
Gross profit
|
261.6
|
|
161.8
|
|
192.3
|
|
234.7
|
|
||||
Net earnings
|
58.0
|
|
16.5
|
|
36.3
|
|
46.5
|
|
||||
Earnings per share:
|
|
|
|
|
||||||||
Basic (1)
|
$
|
0.93
|
|
$
|
0.27
|
|
$
|
0.58
|
|
$
|
0.75
|
|
Diluted (1)
|
$
|
0.93
|
|
$
|
0.27
|
|
$
|
0.58
|
|
$
|
0.75
|
|
|
|
|
|
|
||||||||
Items decreasing net earnings:
|
|
|
|
|
||||||||
Spin costs
|
—
|
|
—
|
|
2.6
|
|
13.9
|
|
||||
Restructuring
|
13.8
|
|
13.3
|
|
2.2
|
|
4.8
|
|
1.
|
Financial statements included as part of this document as Item 8:
|
•
|
Report of Independent Registered Public Accounting Firm.
|
•
|
Consolidated Statements of Earnings and Comprehensive Income -- for years ended September 30, 2015, 2014 and 2013.
|
•
|
Consolidated Balance Sheets -- at September 30, 2015 and 2014.
|
•
|
Consolidated Statements of Cash Flows -- for years ended September 30, 2015, 2014 and 2013.
|
•
|
Consolidated Statements of Shareholders’ Equity/(Deficit)-- at September 30, 2015, 2014 and 2013.
|
•
|
Notes to Consolidated Financial Statements.
|
2.
|
Financial Statement Schedules.
|
3.
|
Exhibits Required by Item 601 of Regulation S-K. Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of the Company and its consolidated subsidiaries are not filed because the total amount of securities authorized under any such instrument does not exceed 10 percent of the total assets of the Company and its subsidiaries on a consolidated basis. A copy of such instrument will be furnished to the Securities and Exchange Commission upon request.
|
2.1**
|
Separation and Distribution Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 25, 2015 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed June 29, 2015).
|
2.2**
|
Tax Matters Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 26, 2015 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed June 29, 2015).
|
2.3**
|
Employee Matters Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 25, 2015 (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K filed June 29, 2015).
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2.4**
|
Transition Services Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 25, 2015 (incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed June 29, 2015).
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2.5
|
Contribution Agreement by and between the Company and Edgewell Personal Care Company (f/k/a
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3.1
|
Amended and Restated Articles of Incorporation of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed June 30, 2015).
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3.2
|
Amended and Restated Bylaws of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed June 30, 2015).
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4.1
|
Indenture, dated June 1, 2015, by and among Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.), the Guarantors (as defined therein) and The Bank Of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 2, 2015).
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4.2
|
Form of 5.500% Senior Notes due 2025 (included in Exhibit 4.1).
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10.1***
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Energizer Holdings, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on May 27, 2015).
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10.2
|
Credit Agreement dated June 30, 2015 by and among Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.), each lender from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 30, 2015).
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10.3
|
Escrow Agreement, dated June 1, 2015, by and among Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.), JPMorgan Chase Bank, N.A., in its capacities as administrative agent for certain lenders and as escrow agent, and certain other financial institutions (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 2, 2015).
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10.4
|
Purchase Agreement, dated as of May 15, 2015, by and among Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the Initial Purchasers (incorporated by reference to Exhibit 10.5 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on May 27, 2015).
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10.5
|
Trademark License Agreement by and between Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) and Energizer Brands, LLC dated June 25, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 29, 2015).
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10.6
|
Trademark License Agreement by and between Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) and Wilkinson Sword Gmbh, as licensors, and Energizer Holdings, Inc. (f/k/a Energizer
|
10.7
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to Amendment No. 2 to the Company’s Registration Statement on Form 10 filed on May 11, 2015).
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10.8***
|
Energizer Holdings, Inc. Executive Officer Bonus Plan and performance criteria thereunder (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 8, 2015).
|
10.9***
|
Form of Restricted Stock Equivalent Agreement for awards granted in July 2015 under the Energizer Holdings, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed July 8, 2015).
|
10.10***
|
Form of Change of Control Employment Agreement with certain officers, including Messrs. Hoskins, Hamm, LaVigne and Gorman (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on form 8-K filed July 8, 2015).
|
10.11***
|
Energizer Holdings, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed July 8, 2015).
|
10.12***
|
Energizer Holdings, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed July 8, 2015).
|
10.13***
|
Energizer Holdings, Inc. Executive Savings Investment Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on form 8-K filed July 8, 2015).
|
10.14*
|
Form of Amended and Restated Director Restricted Stock Equivalent Agreement under the Energizer Holdings, Inc. 2015 Equity Incentive Plan.
|
10.15***
|
First Amendment to the Energizer Holdings, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed November 18, 2015).
|
21
|
List of subsidiaries (incorporated by reference to Exhibit 21.1 to the Company's Registration Statement on Form 10 filed May 27, 2015).
|
23*
|
Consent of Independent Registered Public Accounting Firm
|
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
|
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 Annual Report on Form 10-K are the following documents formatted in eXtensible Business Reporting Language (XBRL): the Consolidated Financial Statements and Notes to Consolidated Financial Statements. The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.”
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|
ENERGIZER HOLDINGS, INC.
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||
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By
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/s/ Alan R. Hoskins
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Alan R. Hoskins
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|
|
|
Chief Executive Officer
|
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Signature
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Title
|
/s/ Alan R. Hoskins
|
|
Alan R. Hoskins (principal executive officer)
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President, Chief Executive Officer and Director
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/s/ Brian K. Hamm
|
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Brian K. Hamm (principal financial officer)
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Executive Vice President and Chief Financial Officer
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/s/ Timothy W. Gorman
|
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Timothy W. Gorman (controller and principal accounting officer)
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Vice President and Controller
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/s/ J. Patrick Mulcahy
|
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J. Patrick Mulcahy
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Chairman of the Board of Directors
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/s/ Bill G. Armstrong
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Bill G. Armstrong
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Director
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/s/ Cynthia J. Brinkley
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Cynthia J. Brinkley
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Director
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/s/ Kevin J. Hunt
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Kevin J. Hunt
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Director
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/s/ James C. Johnson
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James C. Johnson
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Director
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/s/ John E. Klein
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John E. Klein
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Director
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/s/ W. Patrick McGinnis
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W. Patrick McGinnis
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Director
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/s/ Patrick J. Moore
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Patrick J. Moore
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Director
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/s/ John R. Roberts
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John R. Roberts
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Director
|
1.
|
Award
.
|
2.
|
Vesting; Payment
.
|
3.
|
Additional Cash Payment
.
|
4.
|
Acceleration
.
|
5.
|
Forfeiture
.
|
6.
|
Shareholder Rights; Adjustment of Equivalents
.
|
7.
|
Other
.
|
8.
|
Definitions
.
|
1.
|
Governing Law
.
|
2.
|
Notices
.
|
3.
|
Entire Agreement
.
|
4.
|
Waiver
.
|
5.
|
Counterparts; Effect of Recipient’s Signature
.
|
6.
|
Effective Date
.
|
1
|
|
I have reviewed this annual report on Form 10-K of Energizer Holdings, Inc.;
|
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2
|
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3
|
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this 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)) 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 annual report is being prepared;
|
|
|
|
b)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 procedure, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
c)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
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5
|
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
|
|
|
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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|
|||
Date: November 20, 2015
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|
||
/s/ Alan R. Hoskins
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|
||
Alan R. Hoskins
|
|
||
Chief Executive Officer
|
|
1
|
|
I have reviewed this annual report on Form 10-K of Energizer Holdings, Inc.;
|
|
2
|
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3
|
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4
|
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 annual report is being prepared;
|
|
|
|
b)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 procedure, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
c)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
|
5
|
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
|
|
|
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|||
Date: November 20, 2015
|
|
||
/s/ Brian K. Hamm
|
|
||
Brian K. Hamm
|
|
||
Executive Vice President and Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Dated: November 20, 2015
|
|
/s/ Alan R. Hoskins
|
Alan R. Hoskins
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Dated: November 20, 2015
|
|
/s/ Brian K. Hamm
|
Brian K. Hamm
|
Executive Vice President and Chief Financial Officer
|