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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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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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(Do not check if smaller reporting company)
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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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9
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9A
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9B
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PART III
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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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•
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Energizer EcoAdvanced®, the world’s first high performance AA battery made with 4% recycled batteries.
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For the year ended September 30,
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||||||||||
(dollar amounts in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Batteries
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$
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1,498.0
|
|
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$
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1,516.7
|
|
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$
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1,701.3
|
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Other
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136.2
|
|
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114.9
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|
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139.1
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|||
Total net sales
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$
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1,634.2
|
|
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$
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1,631.6
|
|
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$
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1,840.4
|
|
•
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our 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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our competitors have obtained, and may in the future be able to obtain, exclusivity or sole source at particular retailers or favorable in-store placement; and
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•
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we may lose market share to certain retailers, including club stores, grocery, dollar stores, mass merchandisers and internet-based retailers, which may offer “private label” brands that are typically sold at lower prices and compete with the Company’s products in certain categories.
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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, Russia, the
|
•
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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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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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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 or rising interest rates on our variable rate 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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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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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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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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•
|
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. 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 could damage our reputations or brands.
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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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•
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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
|
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, 2016 - July 31, 2016
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40,868
|
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$
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50.42
|
|
—
|
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6,900,000
|
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August 1, 2016 - August 31, 2016
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15,000
|
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$
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49.43
|
|
15,000
|
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6,885,000
|
|
September 1, 2016 - September 30, 2016
|
218,989
|
|
$
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46.01
|
|
217,971
|
|
6,667,029
|
|
|
|
6/12/15
|
|
9/30/15
|
|
9/30/16
|
|||
Energizer Holdings, Inc.
|
|
100.0
|
|
|
111.3
|
|
|
147.2
|
|
S&P Midcap 400
|
|
100.0
|
|
|
90.3
|
|
|
104.1
|
|
S&P Household Products
|
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100.0
|
|
|
94.9
|
|
|
118.7
|
|
|
For the Years Ended September 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Statements of Earnings Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,634.2
|
|
|
$
|
1,631.6
|
|
|
$
|
1,840.4
|
|
|
$
|
2,012.2
|
|
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$
|
2,087.7
|
|
Depreciation and amortization
|
34.3
|
|
|
41.8
|
|
|
42.2
|
|
|
55.9
|
|
|
56.8
|
|
|||||
Earnings/(loss) before income taxes
|
165.7
|
|
|
(0.7
|
)
|
|
215.2
|
|
|
162.0
|
|
|
257.6
|
|
|||||
Income taxes
|
38.0
|
|
|
3.3
|
|
|
57.9
|
|
|
47.1
|
|
|
70.6
|
|
|||||
Net earnings/(loss)
|
$
|
127.7
|
|
|
$
|
(4.0
|
)
|
|
$
|
157.3
|
|
|
$
|
114.9
|
|
|
$187.0
|
||
Earnings/(loss) per share: (a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
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2.06
|
|
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$
|
(0.06
|
)
|
|
$
|
2.53
|
|
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$
|
1.85
|
|
|
3.01
|
|
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Diluted
|
$
|
2.04
|
|
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$
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(0.06
|
)
|
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$
|
2.53
|
|
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$
|
1.85
|
|
|
3.01
|
|
|
Average shares outstanding: (a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
61.9
|
|
|
62.2
|
|
|
62.2
|
|
|
62.2
|
|
|
62.2
|
|
|||||
Diluted
|
62.5
|
|
|
62.2
|
|
|
62.2
|
|
|
62.2
|
|
|
62.2
|
|
|||||
Dividend per common share (b)
|
$
|
1.00
|
|
|
$
|
0.25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
At September 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital (c) (d)
|
$
|
356.4
|
|
|
$
|
610.5
|
|
|
$
|
323.5
|
|
|
$
|
310.0
|
|
|
$
|
501.8
|
|
Property, plant and equipment, net
|
201.7
|
|
|
205.6
|
|
|
212.5
|
|
|
240.6
|
|
|
318.0
|
|
|||||
Total assets (d)
|
1,731.5
|
|
|
1,618.6
|
|
|
1,194.6
|
|
|
1,238.3
|
|
|
1,398.6
|
|
|||||
Long-term debt (e)
|
981.7
|
|
|
984.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
On July 1, 2015, Edgewell distributed
62.2
million shares of 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.
|
(b)
|
The Company issued a $0.25 per share dividend in each quarter of 2016 for a total dividend of $1.00 per share and a $0.25 dividend in the fourth fiscal quarter of 2015.
|
(c)
|
Working capital is current assets less current liabilities.
|
(d)
|
Includes the retroactive impacts of adopting Accounting Standards Update (ASU) 2015-17,
Balance Sheet Classification of Deferred Taxes
and ASU 2015-03,
Simplifying the Presentation of Debt Issuance Costs
(ASU 2015-03), and ASU 2015-15,
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements
(ASU 2015-15). Refer to Note 2,
Summary of Significant Accounting Policies
, of the Consolidated Financial Statements for more information.
|
(e)
|
Includes the impact of ASU 2015-03 and ASU 2015-15. Refer to Note 2,
Summary of Significant Accounting Policies
, of the Consolidated Financial Statements for more information.
|
•
|
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, including the impact of the United Kingdom's referendum vote and announced intention to exit the European Union at some future date;
|
•
|
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, including our ability to integrate the auto care acquisition successfully and to achieve the anticipated cost savings, synergies, and other anticipated benefits;
|
•
|
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.
|
|
|
For The Years Ended September 30,
|
||||||||||||||||||||||||||||||||||
|
|
Earnings/(Loss) Before Income Taxes
|
|
Net Earnings/(Loss)
|
|
Diluted EPS
|
||||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
Reported - GAAP
|
|
$
|
165.7
|
|
|
$
|
(0.7
|
)
|
|
$
|
215.2
|
|
|
$
|
127.7
|
|
|
$
|
(4.0
|
)
|
|
$
|
157.3
|
|
|
$
|
2.04
|
|
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
Impacts: Expense (Income)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Spin costs (1)
|
|
10.4
|
|
|
98.1
|
|
|
21.3
|
|
|
7.0
|
|
|
68.7
|
|
|
16.5
|
|
|
0.11
|
|
|
1.09
|
|
|
0.26
|
|
|||||||||
Spin restructuring
|
|
5.8
|
|
|
39.1
|
|
|
—
|
|
|
4.2
|
|
|
27.0
|
|
|
—
|
|
|
0.07
|
|
|
0.43
|
|
|
—
|
|
|||||||||
Cost of early debt retirement (2)
|
|
—
|
|
|
26.7
|
|
|
—
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
|
—
|
|
|
0.27
|
|
|
—
|
|
|||||||||
Restructuring (3)
|
|
4.9
|
|
|
13.0
|
|
|
50.4
|
|
|
3.1
|
|
|
6.5
|
|
|
34.1
|
|
|
0.05
|
|
|
0.10
|
|
|
0.56
|
|
|||||||||
Acquisition and integration (4)
|
|
11.2
|
|
|
1.6
|
|
|
—
|
|
|
9.0
|
|
|
1.2
|
|
|
—
|
|
|
0.14
|
|
|
0.01
|
|
|
—
|
|
|||||||||
Inventory step up (5)
|
|
8.1
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
0.08
|
|
|
—
|
|
|
—
|
|
|||||||||
Venezuela deconsolidation charge
|
|
—
|
|
|
65.2
|
|
|
—
|
|
|
—
|
|
|
65.2
|
|
|
—
|
|
|
—
|
|
|
1.04
|
|
|
—
|
|
|||||||||
Adjustments to prior year tax accruals
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.4
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
(0.18
|
)
|
|
(0.06
|
)
|
|
—
|
|
|||||||||
Adjusted - Non-GAAP (6)
|
|
$
|
206.1
|
|
|
$
|
243.0
|
|
|
$
|
286.9
|
|
|
$
|
144.6
|
|
|
$
|
177.3
|
|
|
$
|
207.9
|
|
|
$
|
2.31
|
|
|
$
|
2.82
|
|
|
$
|
3.35
|
|
Weighted average shares - Diluted (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62.5
|
|
|
62.2
|
|
|
62.2
|
|
|
|
For the Years Ended September 30,
|
||||||||||||||||
|
|
2016
|
|
% Chg
|
|
2015
|
|
% Chg
|
|
2014
|
||||||||
Net sales - prior year
|
|
$
|
1,631.6
|
|
|
|
|
$
|
1,840.4
|
|
|
|
|
$
|
2,012.2
|
|
||
Organic
|
|
60.4
|
|
|
3.7
|
%
|
|
(65.4
|
)
|
|
(3.6
|
)%
|
|
(136.9
|
)
|
|||
International Go-to-Market
|
|
(14.7
|
)
|
|
(0.9
|
)%
|
|
(16.4
|
)
|
|
(0.9
|
)%
|
|
—
|
|
|||
Change in Venezuela results
|
|
(8.5
|
)
|
|
(0.5
|
)%
|
|
(17.3
|
)
|
|
(0.9
|
)%
|
|
—
|
|
|||
Impact of acquisition
|
|
32.3
|
|
|
2.0
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(66.9
|
)
|
|
(4.1
|
)%
|
|
(109.7
|
)
|
|
(5.9
|
)%
|
|
(34.9
|
)
|
|||
Net sales - current year
|
|
$
|
1,634.2
|
|
|
0.2
|
%
|
|
$
|
1,631.6
|
|
|
(11.3
|
)%
|
|
$
|
1,840.4
|
|
•
|
Net distribution and space gain which accounted for 2.3% of the total organic increase;
|
•
|
Pricing actions and the timing of holiday shipments;
|
•
|
Partially offset by heightened competitive activity in certain Asia developed markets.
|
•
|
The timing of holiday shipments and temporary prior year shelf gains that were not repeated in the current fiscal year which account for 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%.
|
•
|
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
|
Segment Net Sales
|
|
For the Years Ended September 30,
|
||||||||||||||||
|
|
2016
|
|
% Chg
|
|
2015
|
|
% Chg
|
|
2014
|
||||||||
North America
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
831.3
|
|
|
|
|
$
|
909.2
|
|
|
|
|
$
|
1,041.9
|
|
||
Organic
|
|
37.7
|
|
|
4.5
|
%
|
|
(69.8
|
)
|
|
(7.7
|
)%
|
|
(127.2
|
)
|
|||
Impact of acquisition
|
|
27.6
|
|
|
3.3
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(5.2
|
)
|
|
(0.6
|
)%
|
|
(8.1
|
)
|
|
(0.9
|
)%
|
|
(5.5
|
)
|
|||
Net sales - current year
|
|
$
|
891.4
|
|
|
7.2
|
%
|
|
$
|
831.3
|
|
|
(8.6
|
)%
|
|
$
|
909.2
|
|
Latin America
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
125.1
|
|
|
|
|
$
|
162.1
|
|
|
|
|
$
|
182.0
|
|
||
Organic
|
|
15.6
|
|
|
12.5
|
%
|
|
0.4
|
|
|
0.3
|
%
|
|
(1.6
|
)
|
|||
International Go-to-Market
|
|
(2.0
|
)
|
|
(1.6
|
)%
|
|
(4.3
|
)
|
|
(2.7
|
)%
|
|
—
|
|
|||
Change in Venezuela results
|
|
(8.5
|
)
|
|
(6.8
|
)%
|
|
(17.3
|
)
|
|
(10.7
|
)%
|
|
—
|
|
|||
Impact of acquisition
|
|
1.7
|
|
|
1.4
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(21.3
|
)
|
|
(17.1
|
)%
|
|
(15.8
|
)
|
|
(9.7
|
)%
|
|
(18.3
|
)
|
|||
Net sales - current year
|
|
$
|
110.6
|
|
|
(11.6
|
)%
|
|
$
|
125.1
|
|
|
(22.8
|
)%
|
|
$
|
162.1
|
|
EMEA
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
370.4
|
|
|
|
|
$
|
419.1
|
|
|
|
|
$
|
423.3
|
|
||
Organic
|
|
12.0
|
|
|
3.2
|
%
|
|
9.7
|
|
|
2.3
|
%
|
|
(5.6
|
)
|
|||
International Go-to-Market
|
|
(3.5
|
)
|
|
(0.9
|
)%
|
|
1.3
|
|
|
0.3
|
%
|
|
—
|
|
|||
Impact of acquisition
|
|
2.1
|
|
|
0.6
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(27.2
|
)
|
|
(7.4
|
)%
|
|
(59.7
|
)
|
|
(14.2
|
)%
|
|
1.4
|
|
|||
Net sales - current year
|
|
$
|
353.8
|
|
|
(4.5
|
)%
|
|
$
|
370.4
|
|
|
(11.6
|
)%
|
|
$
|
419.1
|
|
Asia Pacific
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
304.8
|
|
|
|
|
$
|
350.0
|
|
|
|
|
$
|
365.0
|
|
||
Organic
|
|
(4.9
|
)
|
|
(1.6
|
)%
|
|
(5.7
|
)
|
|
(1.6
|
)%
|
|
(2.5
|
)
|
|||
International Go-to-Market
|
|
(9.2
|
)
|
|
(3.0
|
)%
|
|
(13.4
|
)
|
|
(3.8
|
)%
|
|
—
|
|
|||
Impact of acquisition
|
|
0.9
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(13.2
|
)
|
|
(4.4
|
)%
|
|
(26.1
|
)
|
|
(7.5
|
)%
|
|
(12.5
|
)
|
|||
Net sales - current year
|
|
$
|
278.4
|
|
|
(8.7
|
)%
|
|
$
|
304.8
|
|
|
(12.9
|
)%
|
|
$
|
350.0
|
|
Total Net Sales
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
1,631.6
|
|
|
|
|
$
|
1,840.4
|
|
|
|
|
$
|
2,012.2
|
|
||
Organic
|
|
60.4
|
|
|
3.7
|
%
|
|
(65.4
|
)
|
|
(3.6
|
)%
|
|
(136.9
|
)
|
|||
International Go-to-Market
|
|
(14.7
|
)
|
|
(0.9
|
)%
|
|
(16.4
|
)
|
|
(0.9
|
)%
|
|
—
|
|
|||
Change in Venezuela results
|
|
(8.5
|
)
|
|
(0.5
|
)%
|
|
(17.3
|
)
|
|
(0.9
|
)%
|
|
—
|
|
|||
Impact of acquisition
|
|
32.3
|
|
|
2.0
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(66.9
|
)
|
|
(4.1
|
)%
|
|
(109.7
|
)
|
|
(5.9
|
)%
|
|
(34.9
|
)
|
|||
Net sales - current year
|
|
$
|
1,634.2
|
|
|
0.2
|
%
|
|
$
|
1,631.6
|
|
|
(11.3
|
)%
|
|
$
|
1,840.4
|
|
•
|
North America net sales improved
7.2%
versus the prior fiscal year, inclusive of a
0.6%
decline due to unfavorable currency movements. The auto care acquisition improved net sales by
3.3%
. Excluding the impact of currency movement and the acquisition, organic net sales increased
4.5%
. This increase was due to net distribution and space gains and the timing of holiday shipments.
|
•
|
Latin America net sales declined
11.6%
versus the prior fiscal year, inclusive of a
17.1%
decline due to unfavorable currency movements. The deconsolidation of Venezuela accounted for a
6.8%
year-over-year decline, the auto care acquisition improved net sales by
1.4%
, and the go-to-market impacts had a negative impact of
1.6%
. Excluding the impacts of currency movements, Venezuela, the acquisition and the go-to-market changes, organic net sales increased
12.5%
driven by positive volume contributions, including the launch of EcoAdvanced in certain markets, distribution gains and pricing actions taken across multiple markets.
|
•
|
EMEA net sales declined
4.5%
versus the prior fiscal year, inclusive of a
7.4%
decline due to unfavorable currency movements. The go-to-market impacts associated with market exits and distributors negatively impacted net sales by
0.9%
. The auto care acquisition improved net sales by
0.6%
. Excluding the impacts of currency movements, go-to-market changes, and the acquisition, organic net sales improved
3.2%
driven by positive volume contribution from distribution gains in certain Western and Eastern European markets, pricing actions in certain markets and the continued launch of EcoAdvanced in additional markets.
|
•
|
Asia Pacific net sales declined
8.7%
versus the prior fiscal year, inclusive of a
4.4%
decline due to unfavorable currency movements, a
3.0%
decline associated with the go-to-market changes, and a
0.3%
increase due to the auto care acquisition. Excluding the impacts of currency movements, go-to-market changes and the acquisition, organic net sales decreased
1.6%
driven by continued competitive pressures in certain Asia developed markets slightly offset by distribution gains and positive volume contributions in select markets.
|
•
|
North America net sales declined
8.6%
versus the prior fiscal year, inclusive of a
0.9%
decline due to unfavorable impact of currency movements. Excluding the impact of currency movements, organic net sales declined
7.7%
due primarily to the timing of holiday and promotional shipments and temporary fiscal 2014 shelf gains that were not repeated in fiscal 2015, 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
|
•
|
EMEA net sales declined
11.6%
versus the prior fiscal year, inclusive of a
14.2%
decrease 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 impact of currency movements 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 impact 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.
|
Segment Profit
|
|
For the Years Ended September 30,
|
||||||||||||||||
|
|
2016
|
|
% Chg
|
|
2015
|
|
% Chg
|
|
2014
|
||||||||
North America
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
|
$
|
234.6
|
|
|
|
|
$
|
263.9
|
|
|
|
|
$
|
307.1
|
|
||
Organic
|
|
9.7
|
|
|
4.1
|
%
|
|
(24.5
|
)
|
|
(9.3
|
)%
|
|
(39.2
|
)
|
|||
Impact of acquisition
|
|
6.9
|
|
|
2.9
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(3.6
|
)
|
|
(1.5
|
)%
|
|
(4.8
|
)
|
|
(1.8
|
)%
|
|
(4.0
|
)
|
|||
Segment Profit - current year
|
|
$
|
247.6
|
|
|
5.5
|
%
|
|
$
|
234.6
|
|
|
(11.1
|
)%
|
|
$
|
263.9
|
|
Latin America
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
|
$
|
20.7
|
|
|
|
|
$
|
26.4
|
|
|
|
|
$
|
32.9
|
|
||
Organic
|
|
11.1
|
|
|
53.6
|
%
|
|
12.1
|
|
|
45.8
|
%
|
|
5.0
|
|
|||
International Go-to-Market
|
|
2.5
|
|
|
12.1
|
%
|
|
2.0
|
|
|
7.6
|
%
|
|
—
|
|
|||
Change in Venezuela results
|
|
(2.5
|
)
|
|
(12.1
|
)%
|
|
(10.6
|
)
|
|
(40.2
|
)%
|
|
—
|
|
|||
Impact of acquisition
|
|
0.9
|
|
|
4.3
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(13.8
|
)
|
|
(66.6
|
)%
|
|
(9.2
|
)
|
|
(34.8
|
)%
|
|
(11.5
|
)
|
|||
Segment Profit - current year
|
|
$
|
18.9
|
|
|
(8.7
|
)%
|
|
$
|
20.7
|
|
|
(21.6
|
)%
|
|
$
|
26.4
|
|
EMEA
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
|
$
|
58.3
|
|
|
|
|
$
|
61.4
|
|
|
|
|
$
|
49.9
|
|
||
Organic
|
|
12.4
|
|
|
21.3
|
%
|
|
28.8
|
|
|
47.0
|
%
|
|
11.5
|
|
|||
International Go-to-Market
|
|
(1.0
|
)
|
|
(1.7
|
)%
|
|
1.8
|
|
|
2.9
|
%
|
|
—
|
|
|||
Impact of acquisition
|
|
1.2
|
|
|
2.1
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(19.3
|
)
|
|
(33.2
|
)%
|
|
(33.7
|
)
|
|
(54.9
|
)%
|
|
—
|
|
|||
Segment Profit - current year
|
|
$
|
51.6
|
|
|
(11.5
|
)%
|
|
$
|
58.3
|
|
|
(5.0
|
)%
|
|
$
|
61.4
|
|
Asia Pacific
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
|
$
|
77.9
|
|
|
|
|
$
|
97.1
|
|
|
|
|
$
|
98.2
|
|
||
Organic
|
|
1.4
|
|
|
1.8
|
%
|
|
0.9
|
|
|
0.9
|
%
|
|
7.7
|
|
|||
International Go-to-Market
|
|
0.2
|
|
|
0.3
|
%
|
|
(0.9
|
)
|
|
(0.9
|
)%
|
|
—
|
|
|||
Impact of acquisition
|
|
0.5
|
|
|
0.6
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(9.9
|
)
|
|
(12.7
|
)%
|
|
(19.2
|
)
|
|
(19.8
|
)%
|
|
(8.8
|
)
|
|||
Segment Profit - current year
|
|
$
|
70.1
|
|
|
(10.0
|
)%
|
|
$
|
77.9
|
|
|
(19.8
|
)%
|
|
$
|
97.1
|
|
Total Segment Profit
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
|
$
|
391.5
|
|
|
|
|
$
|
448.8
|
|
|
|
|
$
|
488.1
|
|
||
Organic
|
|
34.6
|
|
|
8.8
|
%
|
|
17.3
|
|
|
3.9
|
%
|
|
(15.0
|
)
|
|||
International Go-to-Market
|
|
1.7
|
|
|
0.4
|
%
|
|
2.9
|
|
|
0.6
|
%
|
|
—
|
|
|||
Change in Venezuela results
|
|
(2.5
|
)
|
|
(0.6
|
)%
|
|
(10.6
|
)
|
|
(2.4
|
)%
|
|
—
|
|
|||
Impact of acquisition
|
|
9.5
|
|
|
2.4
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of currency
|
|
(46.6
|
)
|
|
(11.8
|
)%
|
|
(66.9
|
)
|
|
(14.9
|
)%
|
|
(24.3
|
)
|
|||
Segment Profit - current year
|
|
$
|
388.2
|
|
|
(0.8
|
)%
|
|
$
|
391.5
|
|
|
(12.8
|
)%
|
|
$
|
448.8
|
|
•
|
North America segment profit was
$247.6
, an increase of
$13.0
, or
5.5%
, versus the prior fiscal year inclusive
|
•
|
Latin America segment profit was
$18.9
, a decrease of
$1.8
, or
8.7%
, versus the prior fiscal year inclusive of the negative $13.8 impact of currency movements. The change in Venezuela (as a result of the deconsolidation) accounted for
$2.5
, or
12.1%
, decrease in segment profit. The go-to-market changes positively contributed
$2.5
, or
12.1%
, to segment profit as the loss of sales was more than offset by a reduction in overhead costs and a
$0.9
increase in segment profit is attributable to the auto care acquisition. Excluding these items, organic segment profit increased
$11.1
, or
53.6%
. This increase was driven by an improvement in organic sales driven by positive volume contributions, including the launch of EcoAdvanced in certain markets, distribution gains and pricing actions taken across multiple markets. These increases were partially offset by higher overhead spending due primarily to inflationary increases.
|
•
|
EMEA segment profit was
$51.6
, a decrease of
$6.7
, or
11.5%
, versus the prior fiscal year. Excluding
$19.3
of unfavorable currency impacts, negative impact from go-to-market changes of
$1.0
and positive contribution from the auto care acquisition of
$1.2
, organic segment profit increased
$12.4
, or
21.3%
, due to positive volume contribution from distribution gains in certain Western and Eastern European markets, the continued launch of EcoAdvanced in additional markets and a reduction in A&P and overhead spending.
|
•
|
Asia Pacific segment profit was
$70.1
, a decrease of
$7.8
, or
10.0%
, versus the prior fiscal year inclusive of the negative impact of currency movements of
$9.9
, an increase from go-to-market changes of
$0.2
and growth due to the auto care acquisition of
$0.5
. Excluding the impact of these items, segment profit increased
$1.4
, or
1.8%
, driven by distribution gains and positive volume contributions in select markets as well as lower A&P and overhead spending.
|
•
|
North America segment profit was
$234.6
, a decrease of
$29.3
, or
11.1%
, versus the prior fiscal year inclusive of the
|
•
|
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 the reduction in overhead costs. Excluding these items, segment profit increased
$12.1
, or
45.8%
, due to a reduction in spending and favorable product costs as a result of the 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 the 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.
|
GENERAL CORPORATE
|
|
For the Years Ended September 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
General corporate and other expenses
|
|
$
|
80.8
|
|
|
$
|
66.0
|
|
|
$
|
62.5
|
|
Global marketing expenses
|
|
19.1
|
|
|
24.8
|
|
|
20.7
|
|
|||
Total
|
|
$
|
99.9
|
|
|
$
|
90.8
|
|
|
$
|
83.2
|
|
% of net sales
|
|
6.1
|
%
|
|
5.6
|
%
|
|
4.5
|
%
|
•
|
Payments on debt with maturities greater than 90 days representing the quarterly principal payments on the Term Loan;
|
•
|
Increase on debt with maturities of 90 days or less of $
58.9
representing the increase in notes payable and our Revolving Facility;
|
•
|
Dividends paid of
$62.7
during the fiscal 2016 (see below);
|
•
|
Debt issuance costs of $
1.6
primarily representing the fees paid as part of the July 1, 2016 bridge loan associated with the auto care acquisition;
|
•
|
Purchase of treasury stock representing the cash paid for stock repurchases under the current authorization during the twelve months ended September 30, 2016 (see below); and
|
•
|
Net taxes paid of $5.2 representing the liquidation of RSEAs upon vesting.
|
•
|
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 representing the fees paid and capitalized as part of the June 1, 2015 debt issuance;
|
•
|
Payments on debt with maturities greater than 90 days representing the first quarter principal payment on the Term Loan;
|
•
|
Payments on debt with maturities of 90 days or less representing the pay down of notes payable;
|
•
|
Dividends paid of $15.5 during fourth fiscal quarter of fiscal 2015 (see below); and
|
•
|
Net transfers to Parent and affiliates represents the cash flow impact of Energizer’s net dividend to Edgewell. 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
|
|
$
|
996.0
|
|
|
$
|
4.0
|
|
|
$
|
8.0
|
|
|
$
|
8.0
|
|
|
$
|
976.0
|
|
Interest on long-term debt (1)
|
|
375.0
|
|
|
42.7
|
|
|
92.0
|
|
|
92.0
|
|
|
148.3
|
|
|||||
Notes payable
|
|
57.4
|
|
|
57.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
|
67.9
|
|
|
13.4
|
|
|
22.9
|
|
|
16.0
|
|
|
15.6
|
|
|||||
Pension plans (2)
|
|
5.8
|
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations and other (3)
|
|
14.8
|
|
|
6.0
|
|
|
7.6
|
|
|
1.2
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,516.9
|
|
|
$
|
129.3
|
|
|
$
|
130.5
|
|
|
$
|
117.2
|
|
|
$
|
1,139.9
|
|
(1)
|
The above table is based upon the debt balance and LIBOR rate as of
September 30, 2016
. 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 $5.8. The projected payments beyond fiscal year 2017 are not currently estimable.
|
(3)
|
Included in the table above are $8.3 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.
|
•
|
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.
|
•
|
Acquisitions, Goodwill and Intangible Assets
- The Company allocates the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess value of the cost of an acquired business over the estimated fair value of the assets acquired and liabilities assumed is recognized as goodwill. The valuation of the acquired assets and liabilities will impact the determination of future operating results. The Company uses a variety of information sources to determine the value of acquired assets and liabilities including: third-party appraisers for the values and lives of property, identifiable intangibles and inventories; actuaries for defined benefit retirement plans; and legal counsel or other experts to assess the obligations associated with legal, environmental or other claims.
|
•
|
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
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
1,634.2
|
|
|
$
|
1,631.6
|
|
|
$
|
1,840.4
|
|
Cost of products sold
|
|
921.8
|
|
|
875.4
|
|
|
990.0
|
|
|||
Gross profit
|
|
712.4
|
|
|
756.2
|
|
|
850.4
|
|
|||
Selling, general and administrative expense
|
|
352.6
|
|
|
426.3
|
|
|
391.3
|
|
|||
Advertising and sales promotion expense
|
|
102.4
|
|
|
132.3
|
|
|
121.7
|
|
|||
Research and development expense
|
|
26.6
|
|
|
24.9
|
|
|
25.3
|
|
|||
Amortization of intangible assets
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|||
Venezuela deconsolidation charge
|
|
—
|
|
|
65.2
|
|
|
—
|
|
|||
Spin restructuring
|
|
5.8
|
|
|
39.1
|
|
|
—
|
|
|||
Restructuring
|
|
2.5
|
|
|
9.6
|
|
|
43.5
|
|
|||
Interest expense
|
|
54.3
|
|
|
77.9
|
|
|
52.7
|
|
|||
Other financing items, net
|
|
(0.3
|
)
|
|
(18.4
|
)
|
|
0.7
|
|
|||
Earnings/(loss) before income taxes
|
|
165.7
|
|
|
(0.7
|
)
|
|
215.2
|
|
|||
Income tax provision
|
|
38.0
|
|
|
3.3
|
|
|
57.9
|
|
|||
Net earnings/(loss)
|
|
$
|
127.7
|
|
|
$
|
(4.0
|
)
|
|
$
|
157.3
|
|
Earnings Per Share
|
|
|
|
|
|
|
||||||
Basic net earnings/(loss) per share (1)
|
|
$
|
2.06
|
|
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
Diluted net earnings/(loss) per share (1)
|
|
$
|
2.04
|
|
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
|
|
|
|
|
|
|
||||||
Dividend Per Common Share
|
|
$
|
1.00
|
|
|
$
|
0.25
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Statement of Comprehensive Income/(Loss)
|
|
|
|
|
|
|
||||||
Net earnings/(loss)
|
|
$
|
127.7
|
|
|
$
|
(4.0
|
)
|
|
$
|
157.3
|
|
Other comprehensive income/(loss), net of tax expense/(benefit)
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
10.2
|
|
|
(81.7
|
)
|
|
(1.9
|
)
|
|||
Pension activity, net of tax of ($6.2) in 2016, ($19.7) in 2015 and
$0.2 in 2014
|
|
(20.1
|
)
|
|
(37.2
|
)
|
|
(1.4
|
)
|
|||
Deferred (loss)/gain on hedging activity, net of tax of ($3.2) in
2016, ($2.3) in 2015 and $1.1 in 2014
|
|
(6.9
|
)
|
|
(4.8
|
)
|
|
6.2
|
|
|||
Total comprehensive income/(loss)
|
|
$
|
110.9
|
|
|
$
|
(127.7
|
)
|
|
$
|
160.2
|
|
|
|
SEPTEMBER 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
287.3
|
|
|
$
|
502.1
|
|
Trade receivables, net
|
|
190.9
|
|
|
155.5
|
|
||
Inventories
|
|
289.2
|
|
|
275.9
|
|
||
Other current assets
|
|
122.1
|
|
|
143.4
|
|
||
Total current assets
|
|
889.5
|
|
|
1,076.9
|
|
||
Property, plant and equipment, net
|
|
201.7
|
|
|
205.6
|
|
||
Goodwill
|
|
229.7
|
|
|
38.1
|
|
||
Other intangible assets, net
|
|
234.7
|
|
|
76.3
|
|
||
Long term deferred tax asset
|
|
63.7
|
|
|
163.1
|
|
||
Other assets
|
|
112.2
|
|
|
58.6
|
|
||
Total assets
|
|
$
|
1,731.5
|
|
|
$
|
1,618.6
|
|
Liabilities and Shareholders' Equity/(Deficit)
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
4.0
|
|
|
$
|
3.0
|
|
Note payable
|
|
57.4
|
|
|
5.2
|
|
||
Accounts payable
|
|
217.0
|
|
|
167.0
|
|
||
Other current liabilities
|
|
254.7
|
|
|
291.2
|
|
||
Total current liabilities
|
|
533.1
|
|
|
466.4
|
|
||
Long-term debt
|
|
981.7
|
|
|
984.3
|
|
||
Other liabilities
|
|
246.7
|
|
|
228.0
|
|
||
Total liabilities
|
|
$
|
1,761.5
|
|
|
$
|
1,678.7
|
|
Shareholders' equity/(deficit)
|
|
|
|
|
||||
Common stock, $0.01 par value, 62,420,421 and 62,195,315
|
|
|
|
|
||||
shares issued at 2016 and 2015, respectively
|
|
0.6
|
|
|
0.6
|
|
||
Additional paid-in capital
|
|
194.6
|
|
|
181.7
|
|
||
Retained earnings
|
|
70.9
|
|
|
6.9
|
|
||
Common stock in treasury, at cost, 747,475 shares in 2016
|
|
(30.0
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
|
(266.1
|
)
|
|
(249.3
|
)
|
||
Total shareholders' deficit
|
|
$
|
(30.0
|
)
|
|
$
|
(60.1
|
)
|
Total liabilities and shareholders' equity/(deficit)
|
|
$
|
1,731.5
|
|
|
$
|
1,618.6
|
|
|
|
FOR THE YEARS ENDED SEPTEMBER 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flow from Operating Activities
|
|
|
|
|
|
|
||||||
Net earnings/(loss)
|
|
$
|
127.7
|
|
|
$
|
(4.0
|
)
|
|
$
|
157.3
|
|
Adjustments to reconcile net (loss)/earnings to net cash flow from operations:
|
|
|
|
|
|
|
||||||
Non-cash restructuring costs
|
|
4.9
|
|
|
13.1
|
|
|
4.1
|
|
|||
Depreciation and amortization
|
|
34.3
|
|
|
41.8
|
|
|
42.2
|
|
|||
Venezuela deconsolidation charge
|
|
—
|
|
|
65.2
|
|
|
—
|
|
|||
Deferred income taxes
|
|
4.2
|
|
|
(7.1
|
)
|
|
5.6
|
|
|||
Share based payments
|
|
20.4
|
|
|
13.5
|
|
|
13.2
|
|
|||
Non-cash items included in income, net
|
|
13.1
|
|
|
(13.0
|
)
|
|
16.1
|
|
|||
Other, net
|
|
(22.0
|
)
|
|
(9.4
|
)
|
|
(16.1
|
)
|
|||
Changes in assets and liabilities used in operations, net of acquisitions
|
|
|
|
|
|
|
||||||
(Increase)/Decrease in trade receivables, net
|
|
(4.1
|
)
|
|
9.7
|
|
|
(13.5
|
)
|
|||
Decrease/(Increase) in inventories
|
|
11.9
|
|
|
(0.1
|
)
|
|
35.5
|
|
|||
Decrease/(Increase) in other current assets
|
|
10.4
|
|
|
3.5
|
|
|
(10.0
|
)
|
|||
Increase/(Decrease) in accounts payable
|
|
43.7
|
|
|
(18.2
|
)
|
|
10.7
|
|
|||
(Decrease)/Increase in other current liabilities
|
|
(50.6
|
)
|
|
66.8
|
|
|
(25.2
|
)
|
|||
Net cash flow from operating activities
|
|
193.9
|
|
|
161.8
|
|
|
219.9
|
|
|||
Cash Flow from Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(28.7
|
)
|
|
(40.4
|
)
|
|
(28.4
|
)
|
|||
Proceeds from sale of assets
|
|
1.5
|
|
|
13.7
|
|
|
5.6
|
|
|||
Acquisitions, net of cash acquired
|
|
(344.0
|
)
|
|
(12.1
|
)
|
|
—
|
|
|||
Net cash used by investing activities
|
|
(371.2
|
)
|
|
(38.8
|
)
|
|
(22.8
|
)
|
|||
Cash Flow from Financing Activities
|
|
|
|
|
|
|
||||||
Net transfers to Edgewell
|
|
—
|
|
|
(648.8
|
)
|
|
(185.5
|
)
|
|||
Cash Proceeds from issuance of debt with original maturities greater than 90 days
|
|
—
|
|
|
999.0
|
|
|
—
|
|
|||
Payments on debt with maturities greater than 90 days
|
|
(3.0
|
)
|
|
(1.0
|
)
|
|
—
|
|
|||
Net increase/(decrease) in debt with maturities 90 days or less
|
|
58.9
|
|
|
(12.4
|
)
|
|
—
|
|
|||
Dividends paid
|
|
(62.7
|
)
|
|
(15.5
|
)
|
|
—
|
|
|||
Debt issuance costs
|
|
(1.6
|
)
|
|
(12.1
|
)
|
|
—
|
|
|||
Common stock purchased
|
|
(31.8
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from share-based payments
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|||
Taxes paid for withheld share-based payments
|
|
(6.2
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used by)/from financing activities
|
|
(45.4
|
)
|
|
309.2
|
|
|
(185.5
|
)
|
|||
Effect of exchange rate changes on cash
|
|
7.9
|
|
|
(19.7
|
)
|
|
—
|
|
|||
Net (decrease)/increase in cash and cash equivalents
|
|
(214.8
|
)
|
|
412.5
|
|
|
11.6
|
|
|||
Cash and cash equivalents, beginning of period
|
|
502.1
|
|
|
89.6
|
|
|
78.0
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
287.3
|
|
|
$
|
502.1
|
|
|
$
|
89.6
|
|
|
Common Shares Outstanding
|
Common Stock
|
Additional Paid-in Capital
|
Retained Earnings
|
Net Investment of Edgewell
|
Accumulated Other Comprehensive (Loss)/Income
|
Treasury Stock
|
Total Shareholders' Equity/(Deficit)
|
|||||||||||||||
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 payments
|
—
|
|
—
|
|
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
|
)
|
|||||||
Net earnings
|
—
|
|
—
|
|
—
|
|
127.7
|
|
—
|
|
—
|
|
—
|
|
127.7
|
|
|||||||
Share based payments
|
—
|
|
—
|
|
20.4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
20.4
|
|
|||||||
Common stock purchased
|
(833
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(32.6
|
)
|
(32.6
|
)
|
|||||||
Activity under stock plans
|
311
|
|
—
|
|
(7.5
|
)
|
—
|
|
—
|
|
—
|
|
2.6
|
|
(4.9
|
)
|
|||||||
Dividends to shareholders
|
—
|
|
—
|
|
—
|
|
(63.7
|
)
|
—
|
|
—
|
|
—
|
|
(63.7
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(16.8
|
)
|
—
|
|
(16.8
|
)
|
|||||||
Balance, September 30, 2016
|
61,673
|
|
$
|
0.6
|
|
$
|
194.6
|
|
$
|
70.9
|
|
$
|
—
|
|
$
|
(266.1
|
)
|
$
|
(30.0
|
)
|
$
|
(30.0
|
)
|
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Trade Receivables
|
|
$
|
197.8
|
|
|
$
|
162.5
|
|
Allowance for returns and doubtful accounts
|
|
(6.9
|
)
|
|
(7.0
|
)
|
||
Trade Receivables, net
|
|
$
|
190.9
|
|
|
$
|
155.5
|
|
|
Twelve Months Ended September 30, 2016
|
||||||||||||||||||||||
|
North America
|
|
Latin America
|
|
EMEA
|
|
Asia Pacific
|
|
Corporate
|
|
Total
|
||||||||||||
Severance and termination related costs
|
$
|
(2.2
|
)
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
0.8
|
|
|
$
|
0.5
|
|
|
$
|
0.2
|
|
Non-cash asset write-down
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
Contract termination costs
|
3.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
||||||
Other exit costs
|
0.1
|
|
|
0.2
|
|
|
0.7
|
|
|
1.0
|
|
|
—
|
|
|
2.0
|
|
||||||
Net gain on asset sale
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||||
Total
|
$
|
1.6
|
|
|
$
|
0.2
|
|
|
$
|
1.7
|
|
|
$
|
1.8
|
|
|
$
|
0.5
|
|
|
$
|
5.8
|
|
|
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, 2015
|
|
Charge to Income
|
|
Other (a)
|
|
Cash
|
|
Non-Cash
|
|
September 30, 2016
|
||||||||||||
Severance and termination related costs
|
|
$
|
12.0
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
(9.4
|
)
|
|
$
|
—
|
|
|
$
|
2.8
|
|
Non-cash asset write down
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
||||||
Contract termination costs
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
3.6
|
|
||||||
Other exit costs
|
|
0.3
|
|
|
2.0
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Net gain on asset sale
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
12.3
|
|
|
$
|
5.8
|
|
|
$
|
—
|
|
|
$
|
(11.2
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
6.4
|
|
|
|
|
|
|
|
|
|
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, 2016
|
||||||||||||||||||||||
|
North America
|
|
Latin America
|
|
EMEA
|
|
Asia Pacific
|
|
Corporate
|
|
Total
|
||||||||||||
Severance and related benefit costs
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
Consulting, program management and other exit costs
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Net loss on asset sale
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
||||||
Total
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
|
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 sales
|
2.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||||
Total
|
$
|
28.1
|
|
|
$
|
2.8
|
|
|
$
|
5.2
|
|
|
$
|
5.8
|
|
|
$
|
1.6
|
|
|
$
|
43.5
|
|
|
|
|
|
|
|
|
Utilized
|
|
|
||||||||||||||
|
October 1, 2015
|
|
Charge to Income
|
|
Other
|
|
Cash
|
|
Non-Cash
|
|
September 30, 2016
|
||||||||||||
Severance and termination related costs
|
$
|
4.0
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
(3.0
|
)
|
|
$
|
—
|
|
|
$
|
1.2
|
|
Other related costs
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Net loss on asset sales
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
||||||
Total
|
$
|
4.0
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
(3.0
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
1.5
|
|
|
|
|
|
|
|
|
Utilized
|
|
|
||||||||||||||
|
October 1, 2014
|
|
Charge to Income
|
|
Other (a)
|
|
Cash
|
|
Non-Cash
|
|
September 30, 2015
|
||||||||||||
Severance and termination related costs
|
$
|
12.4
|
|
|
$
|
7.0
|
|
|
$
|
(2.3
|
)
|
|
$
|
(13.1
|
)
|
|
$
|
—
|
|
|
$
|
4.0
|
|
Accelerated depreciation
|
—
|
|
|
9.1
|
|
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
|
—
|
|
||||||
Other related costs
|
—
|
|
|
4.5
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
||||||
Net (gain)/loss on asset sales
|
—
|
|
|
(11.0
|
)
|
|
0.3
|
|
|
13.7
|
|
|
(3.0
|
)
|
|
—
|
|
||||||
Total
|
$
|
12.4
|
|
|
$
|
9.6
|
|
|
$
|
(2.0
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
(12.1
|
)
|
|
$
|
4.0
|
|
Accounts receivable
|
$
|
22.5
|
|
Inventory
|
30.9
|
|
|
Other current assets
|
6.5
|
|
|
Property, plant and equipment
|
4.7
|
|
|
Goodwill
|
193.1
|
|
|
Other identifiable intangible assets
|
159.5
|
|
|
Accounts payable
|
(6.2
|
)
|
|
Other liabilities
|
(6.4
|
)
|
|
Deferred income taxes
|
(60.6
|
)
|
|
Net assets acquired
|
$
|
344.0
|
|
|
Total
|
|
Weighted Average Useful Lives
|
||
Trademarks
|
$
|
40.1
|
|
|
15.0 years
|
Customer Relationships
|
84.4
|
|
|
14.6 years
|
|
Patents
|
34.5
|
|
|
14.1 years
|
|
Non-Compete
|
0.5
|
|
|
5.0 years
|
|
Total Other Intangible Assets
|
$
|
159.5
|
|
|
14.6 years
|
|
2016
|
|
2015
|
||||
(Unaudited)
|
|
(Unaudited)
|
|||||
Pro forma Net sales
|
$
|
1,719.6
|
|
|
$
|
1,759.9
|
|
Pro forma Net earnings/(loss) (a)
|
140.0
|
|
|
(8.2
|
)
|
||
Pro forma Earnings/(loss) per diluted share (a)
|
$
|
2.24
|
|
|
$
|
(0.13
|
)
|
•
|
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, 2015
|
|
$
|
19.1
|
|
|
$
|
1.6
|
|
|
$
|
6.0
|
|
|
$
|
11.4
|
|
|
$
|
38.1
|
|
Auto care acquisition
|
|
193.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193.1
|
|
|||||
Cumulative translation adjustment
|
|
—
|
|
|
(0.1
|
)
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(1.5
|
)
|
|||||
Balance at September 30, 2016
|
|
$
|
212.2
|
|
|
$
|
1.5
|
|
|
$
|
5.3
|
|
|
$
|
10.7
|
|
|
$
|
229.7
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trademarks
|
$
|
40.1
|
|
|
$
|
0.7
|
|
|
$
|
39.4
|
|
Customer Relationships
|
84.4
|
|
|
1.5
|
|
|
82.9
|
|
|||
Patents
|
34.5
|
|
|
0.6
|
|
|
33.9
|
|
|||
Non-Compete
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||
Total Intangible Assets at September 30, 2016
|
$
|
159.5
|
|
|
$
|
2.8
|
|
|
$
|
156.7
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Currently payable:
|
|
|
|
|
|
||||||
United States - Federal
|
$
|
9.5
|
|
|
$
|
(20.6
|
)
|
|
$
|
15.0
|
|
State
|
3.0
|
|
|
(1.4
|
)
|
|
0.8
|
|
|||
Foreign
|
21.3
|
|
|
32.4
|
|
|
36.5
|
|
|||
Total current
|
33.8
|
|
|
10.4
|
|
|
52.3
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
United States - Federal
|
5.5
|
|
|
(3.5
|
)
|
|
4.3
|
|
|||
State
|
(2.4
|
)
|
|
(0.2
|
)
|
|
0.4
|
|
|||
Foreign
|
1.1
|
|
|
(3.4
|
)
|
|
0.9
|
|
|||
Total deferred
|
4.2
|
|
|
(7.1
|
)
|
|
5.6
|
|
|||
Provision for income taxes
|
$
|
38.0
|
|
|
$
|
3.3
|
|
|
$
|
57.9
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
40.2
|
|
|
$
|
(144.5
|
)
|
|
$
|
33.6
|
|
Foreign
|
125.5
|
|
|
143.8
|
|
|
181.6
|
|
|||
Pre-tax (loss)/earnings
|
$
|
165.7
|
|
|
$
|
(0.7
|
)
|
|
$
|
215.2
|
|
|
For the Years Ended September 30,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Computed tax at federal statutory rate
|
$
|
58.0
|
|
|
35.0
|
%
|
|
$
|
(0.3
|
)
|
|
35.0
|
%
|
|
$
|
75.3
|
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
1.7
|
|
|
1.0
|
|
|
(1.6
|
)
|
|
N/M
|
|
|
0.8
|
|
|
0.4
|
|
|||
Foreign tax less than the federal rate
|
(21.7
|
)
|
|
(13.1
|
)
|
|
(20.8
|
)
|
|
N/M
|
|
|
(26.1
|
)
|
|
(12.1
|
)
|
|||
Other taxes including repatriation of foreign earnings
|
5.7
|
|
|
3.4
|
|
|
2.2
|
|
|
N/M
|
|
|
7.3
|
|
|
3.4
|
|
|||
Nontaxable share option
|
—
|
|
|
—
|
|
|
—
|
|
|
N/M
|
|
|
(2.5
|
)
|
|
(1.2
|
)
|
|||
Nondeductible spin costs
|
—
|
|
|
—
|
|
|
2.0
|
|
|
N/M
|
|
|
3.0
|
|
|
1.4
|
|
|||
Deconsolidation of Venezuela operations
|
—
|
|
|
—
|
|
|
22.8
|
|
|
N/M
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(5.7
|
)
|
|
(3.4
|
)
|
|
(1.0
|
)
|
|
N/M
|
|
|
0.1
|
|
|
—
|
|
|||
Total
|
$
|
38.0
|
|
|
22.9
|
%
|
|
$
|
3.3
|
|
|
455.1
|
%
|
|
$
|
57.9
|
|
|
26.9
|
%
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities
|
$
|
45.6
|
|
|
$
|
53.5
|
|
Deferred and stock-related compensation
|
26.8
|
|
|
29.6
|
|
||
Tax loss carryforwards and tax credits
|
19.9
|
|
|
14.4
|
|
||
Intangible assets
|
1.6
|
|
|
46.5
|
|
||
Pension plans
|
41.9
|
|
|
36.2
|
|
||
Inventory differences and other tax assets
|
13.0
|
|
|
3.9
|
|
||
Gross deferred tax assets
|
148.8
|
|
|
184.1
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and property differences
|
(16.2
|
)
|
|
(16.2
|
)
|
||
Intangible assets
|
(62.3
|
)
|
|
—
|
|
||
Other tax liabilities
|
(3.0
|
)
|
|
—
|
|
||
Gross deferred tax liabilities
|
(81.5
|
)
|
|
(16.2
|
)
|
||
Valuation allowance
|
(19.7
|
)
|
|
(13.6
|
)
|
||
Net deferred tax assets
|
$
|
47.6
|
|
|
$
|
154.3
|
|
|
For the Years Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Unrecognized tax benefits, beginning of year
|
$
|
8.5
|
|
|
$
|
12.7
|
|
Additions based on current year tax positions and acquisitions
|
0.9
|
|
|
6.1
|
|
||
Reductions for prior year tax positions
|
—
|
|
|
(10.3
|
)
|
||
Settlements with taxing authorities/statute expirations
|
—
|
|
|
—
|
|
||
Unrecognized tax benefits, end of year
|
$
|
9.4
|
|
|
$
|
8.5
|
|
|
For the Years Ended September 30,
|
||||||||||
(in millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings/(loss)
|
$
|
127.7
|
|
|
$
|
(4.0
|
)
|
|
$
|
157.3
|
|
Basic average shares outstanding
|
61.9
|
|
|
62.2
|
|
|
62.2
|
|
|||
Effect of dilutive restricted stock equivalents
|
0.5
|
|
|
—
|
|
|
—
|
|
|||
Effect of dilutive performance shares
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Diluted average shares outstanding
|
62.5
|
|
|
62.2
|
|
|
62.2
|
|
|||
Basic earnings/(loss) per common share
|
$
|
2.06
|
|
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
Diluted earnings/(loss) per common share
|
$
|
2.04
|
|
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
|
|
Shares
|
|
Weighted-Average
Grant Date Estimated Fair Value per Share
|
|||
Nonvested RSE at October 1, 2015
|
|
1.894
|
|
|
$
|
34.30
|
|
Granted
|
|
0.516
|
|
|
$
|
37.27
|
|
Vested
|
|
(0.454
|
)
|
|
$
|
34.23
|
|
Canceled
|
|
(0.290
|
)
|
|
$
|
34.14
|
|
Nonvested RSE at September 30, 2016
|
|
1.666
|
|
|
$
|
35.27
|
|
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Change in Projected Benefit Obligation
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
726.0
|
|
|
$
|
58.1
|
|
Service cost
|
|
1.2
|
|
|
0.8
|
|
||
Interest cost
|
|
26.7
|
|
|
7.6
|
|
||
Plan participants' contributions
|
|
0.1
|
|
|
0.1
|
|
||
Actuarial loss/(gain)
|
|
64.7
|
|
|
24.3
|
|
||
Benefits paid
|
|
(46.5
|
)
|
|
(16.0
|
)
|
||
Expenses paid
|
|
(0.5
|
)
|
|
—
|
|
||
Plan curtailments
|
|
—
|
|
|
(2.0
|
)
|
||
Plan settlements
|
|
(4.1
|
)
|
|
(0.2
|
)
|
||
Net transfer in/(out) (including the effect of any business combinations/divestitures)
|
|
—
|
|
|
(4.0
|
)
|
||
Obligations transferred from Edgewell
|
|
11.6
|
|
|
662.9
|
|
||
Foreign currency exchange rate changes
|
|
(12.2
|
)
|
|
(5.6
|
)
|
||
Projected Benefit Obligation at end of year
|
|
$
|
767.0
|
|
|
$
|
726.0
|
|
Change in Plan Assets
|
|
|
|
|
||||
Estimated fair value of plan assets at beginning of year
|
|
$
|
616.7
|
|
|
$
|
44.6
|
|
Actual return on plan assets
|
|
71.0
|
|
|
(25.4
|
)
|
||
Company contributions
|
|
9.7
|
|
|
1.5
|
|
||
Plan participants' contributions
|
|
0.1
|
|
|
0.1
|
|
||
Plan settlements
|
|
(4.1
|
)
|
|
(0.2
|
)
|
||
Benefits paid
|
|
(46.5
|
)
|
|
(16.0
|
)
|
||
Expenses paid
|
|
(0.5
|
)
|
|
—
|
|
||
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
|
|
(12.2
|
)
|
|
(5.3
|
)
|
||
Estimated fair value of plan assets at end of year
|
|
$
|
634.2
|
|
|
$
|
616.7
|
|
Funded status at end of year
|
|
$
|
(132.8
|
)
|
|
$
|
(109.3
|
)
|
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Amounts Recognized in the Consolidated Balance Sheets
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
0.2
|
|
|
$
|
5.9
|
|
Current liabilities
|
|
(3.3
|
)
|
|
(2.8
|
)
|
||
Noncurrent liabilities
|
|
(129.7
|
)
|
|
(112.4
|
)
|
||
Net amount recognized
|
|
$
|
(132.8
|
)
|
|
$
|
(109.3
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Loss
|
|
|
|
|
||||
Net loss, pre tax
|
|
$
|
235.6
|
|
|
$
|
211.0
|
|
Changes in plan assets and benefit obligations recognized in other comprehensive income
|
|
|
||
Net loss/(gain) arising during the year
|
|
$
|
36.0
|
|
Effect of exchange rates
|
|
(3.8
|
)
|
|
Amounts recognized as a component of net periodic benefit cost
|
|
|
||
Amortization or settlement recognition of net (loss)/gain
|
|
(7.6
|
)
|
|
Total loss recognized in other comprehensive income
|
|
$
|
24.6
|
|
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Projected benefit obligation
|
|
$
|
767.0
|
|
|
$
|
726.0
|
|
Accumulated benefit obligation
|
|
$
|
729.7
|
|
|
$
|
609.4
|
|
Estimated fair value of plan assets
|
|
$
|
634.2
|
|
|
$
|
616.7
|
|
|
|
For the Years Ended September 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
|
$
|
1.2
|
|
|
$
|
0.8
|
|
|
$
|
0.7
|
|
Interest cost
|
|
26.7
|
|
|
7.6
|
|
|
1.3
|
|
|||
Expected return on plan assets
|
|
(42.4
|
)
|
|
(12.2
|
)
|
|
(1.8
|
)
|
|||
Recognized net actuarial loss/(gain)
|
|
6.4
|
|
|
1.4
|
|
|
0.1
|
|
|||
Settlement loss recognized
|
|
1.3
|
|
|
0.1
|
|
|
0.2
|
|
|||
Net periodic benefit cost
|
|
$
|
(6.8
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
0.5
|
|
|
|
September 30,
|
||||
|
|
2016
|
|
2015
|
||
Plan obligations:
|
|
|
|
|
||
Discount rate
|
|
2.9
|
%
|
|
3.9
|
%
|
Compensation increase rate
|
|
3.2
|
%
|
|
3.3
|
%
|
Net periodic benefit cost:
|
|
|
|
|
||
Discount rate
|
|
3.9
|
%
|
|
4.0
|
%
|
Expected long-term rate of return on plan assets
|
|
7.1
|
%
|
|
7.0
|
%
|
Compensation increase rate
|
|
3.3
|
%
|
|
3.3
|
%
|
|
|
2016 Pension Assets
|
||||||||||
ASSETS AT ESTIMATED FAIR VALUE
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
EQUITY
|
|
|
|
|
|
|
||||||
U.S. Equity
|
|
$
|
148.7
|
|
|
$
|
61.1
|
|
|
$
|
209.8
|
|
International Equity
|
|
23.3
|
|
|
135.0
|
|
|
158.3
|
|
|||
DEBT
|
|
|
|
|
|
|
||||||
U.S. Government
|
|
—
|
|
|
164.0
|
|
|
164.0
|
|
|||
Other Government
|
|
—
|
|
|
47.2
|
|
|
47.2
|
|
|||
Corporate
|
|
—
|
|
|
26.5
|
|
|
26.5
|
|
|||
CASH & CASH EQUIVALENTS
|
|
|
|
|
1.8
|
|
|
1.8
|
|
|||
OTHER
|
|
—
|
|
|
26.6
|
|
|
26.6
|
|
|||
TOTAL
|
|
$
|
172.0
|
|
|
$
|
462.2
|
|
|
$
|
634.2
|
|
|
|
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
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Senior Secured Term Loan B Facility, net of discount, due 2022
|
$
|
396.0
|
|
|
$
|
399.0
|
|
5.50% Senior Notes due 2025
|
600.0
|
|
|
600.0
|
|
||
Total long-term debt, including current maturities
|
996.0
|
|
|
999.0
|
|
||
Less current portion
|
(4.0
|
)
|
|
(3.0
|
)
|
||
Less unamortized debt discount and debt issuance fees
|
(10.3
|
)
|
|
(11.7
|
)
|
||
Total long-term debt
|
$
|
981.7
|
|
|
$
|
984.3
|
|
|
|
At September 30, 2016
|
|
For the Year Ended September 30, 2016
|
||||||||
Derivatives designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Liability (1) (2)
|
|
Loss Recognized in OCI(3)
|
|
Gain/(Loss)
Reclassified From OCI into Income (Effective Portion) (4) (5) |
||||||
Foreign currency contracts
|
|
$
|
(1.1
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
4.1
|
|
Interest rate contracts
|
|
(9.7
|
)
|
|
(7.4
|
)
|
|
(2.9
|
)
|
|||
Total
|
|
$
|
(10.8
|
)
|
|
$
|
(8.9
|
)
|
|
$
|
1.2
|
|
|
|
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)
|
|
Gain/(Loss) Recognized in OCI(3)
|
|
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
|
|
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 and interest rate contracts in interest expense.
|
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, 2016
|
|
For the Year Ended September 30, 2016
|
||||
Derivatives not designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Liability
|
|
Loss Recognized in Income (1)
|
||||
Foreign currency contracts
|
|
(1.0
|
)
|
|
(0.4
|
)
|
||
Total
|
|
$
|
(1.0
|
)
|
|
$
|
(0.4
|
)
|
|
|
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
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Foreign currency contracts
|
|
—
|
|
|
2.2
|
|
||
Total
|
|
$
|
—
|
|
|
$
|
2.4
|
|
Offsetting of derivative assets
|
||||||||||||||||||||||||||
|
|
|
|
At September 30, 2016
|
|
At September 30, 2015
|
||||||||||||||||||||
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
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
4.9
|
|
|
$
|
(0.4
|
)
|
|
$
|
4.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Offsetting of derivative liabilities
|
||||||||||||||||||||||||||
|
|
|
|
At September 30, 2016
|
|
At September 30, 2015
|
||||||||||||||||||||
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
|
|
$
|
(3.2
|
)
|
|
$
|
0.3
|
|
|
$
|
(2.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Level 2
|
||||||
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Assets/(Liabilities) at estimated fair value:
|
|
|
|
|
||||
Deferred Compensation
|
|
$
|
(47.6
|
)
|
|
$
|
(58.5
|
)
|
Exit lease liability
|
|
3.7
|
|
|
—
|
|
||
Derivatives - Foreign Currency contracts
|
|
(2.1
|
)
|
|
4.5
|
|
||
Derivatives - Interest Rate Swap
|
|
(9.7
|
)
|
|
(5.2
|
)
|
||
Total Liabilities at estimated fair value
|
|
$
|
(55.7
|
)
|
|
$
|
(59.2
|
)
|
|
Foreign Currency Translation Adjustments
|
Pension Activity
|
Hedging Activity
|
Interest Rate Swap
|
Total
|
||||||||||
Balance at September 30, 2015
|
$
|
(109.6
|
)
|
$
|
(139.8
|
)
|
$
|
3.4
|
|
$
|
(3.3
|
)
|
$
|
(249.3
|
)
|
OCI before reclassifications
|
10.2
|
|
(25.3
|
)
|
(1.0
|
)
|
(4.6
|
)
|
(20.7
|
)
|
|||||
Reclassifications to earnings
|
—
|
|
5.2
|
|
(3.1
|
)
|
1.8
|
|
3.9
|
|
|||||
Balance at September 30, 2016
|
$
|
(99.4
|
)
|
$
|
(159.9
|
)
|
$
|
(0.7
|
)
|
$
|
(6.1
|
)
|
$
|
(266.1
|
)
|
Details of AOCI Components
|
Amount Reclassified
from AOCI (1) |
|
Affected Line Item in the Consolidated Statements of Earnings
|
||
Gains and losses on cash flow hedges
|
|
|
|
||
Foreign exchange contracts
|
$
|
4.1
|
|
|
Other financing items, net
|
Interest rate swap
|
$
|
(2.9
|
)
|
|
Interest expense
|
|
1.2
|
|
|
Total before tax
|
|
|
0.1
|
|
|
Tax (expense)/benefit
|
|
|
$
|
1.3
|
|
|
Net of tax
|
Amortization of defined benefit pension items
|
|
|
|||
Actuarial losses
|
(6.4
|
)
|
|
(2)
|
|
Settlement losses
|
(1.3
|
)
|
|
(2)
|
|
|
(7.7
|
)
|
|
Total before tax
|
|
|
2.5
|
|
|
Tax (expense)/benefit
|
|
|
$
|
(5.2
|
)
|
|
Net of tax
|
Total reclassifications for the period
|
$
|
(3.9
|
)
|
|
Net of tax
|
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 12, Pension Plans, for further details).
|
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Inventories
|
|
|
|
|
||||
Raw materials and supplies
|
|
$
|
46.1
|
|
|
$
|
32.4
|
|
Work in process
|
|
72.0
|
|
|
73.0
|
|
||
Finished products
|
|
171.1
|
|
|
170.5
|
|
||
Total inventories
|
|
$
|
289.2
|
|
|
$
|
275.9
|
|
Other Current Assets
|
|
|
|
|
||||
Miscellaneous receivables
|
|
$
|
27.7
|
|
|
$
|
34.3
|
|
Due from Edgewell
|
|
—
|
|
|
30.4
|
|
||
Prepaid expenses
|
|
70.0
|
|
|
53.2
|
|
||
Value added tax collectible from customers
|
|
22.9
|
|
|
19.9
|
|
||
Other
|
|
1.5
|
|
|
5.6
|
|
||
Total other current assets
|
|
$
|
122.1
|
|
|
$
|
143.4
|
|
Property, plant and equipment
|
|
|
|
|
||||
Land
|
|
$
|
9.8
|
|
|
$
|
10.0
|
|
Buildings
|
|
138.2
|
|
|
162.8
|
|
||
Machinery and equipment
|
|
771.9
|
|
|
886.2
|
|
||
Construction in progress
|
|
16.6
|
|
|
12.1
|
|
||
Total gross property
|
|
936.5
|
|
|
1,071.1
|
|
||
Accumulated depreciation
|
|
(734.8
|
)
|
|
(865.5
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
201.7
|
|
|
$
|
205.6
|
|
Other Current Liabilities
|
|
|
|
|
||||
Accrued advertising, sales promotion and allowances
|
|
$
|
16.9
|
|
|
$
|
29.7
|
|
Accrued trade allowances
|
|
54.0
|
|
|
41.7
|
|
||
Accrued salaries, vacations and incentive compensation
|
|
59.3
|
|
|
39.5
|
|
||
2013 restructuring reserve
|
|
1.5
|
|
|
4.0
|
|
||
Spin restructuring reserve
|
|
4.0
|
|
|
12.3
|
|
||
Income taxes payable
|
|
15.0
|
|
|
43.7
|
|
||
Other
|
|
104.0
|
|
|
120.3
|
|
||
Total other current liabilities
|
|
$
|
254.7
|
|
|
$
|
291.2
|
|
Other Liabilities
|
|
|
|
|
||||
Pensions and other retirement benefits
|
|
$
|
139.4
|
|
|
$
|
119.3
|
|
Deferred compensation
|
|
47.6
|
|
|
58.5
|
|
||
Other non-current liabilities
|
|
59.7
|
|
|
50.2
|
|
||
Total other liabilities
|
|
$
|
246.7
|
|
|
$
|
228.0
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Allowance for Doubtful Accounts
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
|
$
|
7.0
|
|
|
$
|
7.4
|
|
|
$
|
9.5
|
|
Provision charged to expense, net of reversals
|
|
1.2
|
|
|
1.9
|
|
|
1.6
|
|
|||
Write-offs, less recoveries, translation, other
|
|
(1.3
|
)
|
|
(2.3
|
)
|
|
(3.7
|
)
|
|||
Balance at end of year
|
|
$
|
6.9
|
|
|
$
|
7.0
|
|
|
$
|
7.4
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Income Tax Valuation Allowance
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
|
$
|
13.6
|
|
|
$
|
14.5
|
|
|
$
|
11.4
|
|
Provision charged to expense
|
|
5.8
|
|
|
0.3
|
|
|
8.2
|
|
|||
Reversal of provision charged to expense
|
|
—
|
|
|
(0.8
|
)
|
|
(3.5
|
)
|
|||
Translation, other
|
|
0.3
|
|
|
(0.4
|
)
|
|
(1.6
|
)
|
|||
Balance at end of year
|
|
$
|
19.7
|
|
|
$
|
13.6
|
|
|
$
|
14.5
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Supplemental Disclosure of Cash Flow Information
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest paid
|
|
$
|
51.4
|
|
|
$
|
73.1
|
|
|
$
|
52.2
|
|
Income taxes paid, net
|
|
$
|
63.6
|
|
|
$
|
37.6
|
|
|
$
|
53.1
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Net Sales
|
|
2016
|
|
2015
|
|
2014
|
||||||
North America
|
|
$
|
891.4
|
|
|
$
|
831.3
|
|
|
$
|
909.2
|
|
Latin America
|
|
110.6
|
|
|
125.1
|
|
|
162.1
|
|
|||
EMEA
|
|
353.8
|
|
|
370.4
|
|
|
419.1
|
|
|||
Asia Pacific
|
|
278.4
|
|
|
304.8
|
|
|
350.0
|
|
|||
Total net sales
|
|
$
|
1,634.2
|
|
|
$
|
1,631.6
|
|
|
$
|
1,840.4
|
|
Segment Profit
|
|
|
|
|
|
|
||||||
North America
|
|
247.6
|
|
|
234.6
|
|
|
263.9
|
|
|||
Latin America
|
|
18.9
|
|
|
20.7
|
|
|
26.4
|
|
|||
EMEA
|
|
51.6
|
|
|
58.3
|
|
|
61.4
|
|
|||
Asia Pacific
|
|
70.1
|
|
|
77.9
|
|
|
97.1
|
|
|||
Total segment profit
|
|
$
|
388.2
|
|
|
$
|
391.5
|
|
|
$
|
448.8
|
|
General corporate and other expenses
|
|
(80.8
|
)
|
|
(66.0
|
)
|
|
(62.5
|
)
|
|||
Global marketing expenses
|
|
(19.1
|
)
|
|
(24.8
|
)
|
|
(20.7
|
)
|
|||
Research and development expense
|
|
(26.6
|
)
|
|
(24.9
|
)
|
|
(25.3
|
)
|
|||
Amortization of intangible assets
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|||
Venezuela deconsolidation charge
|
|
—
|
|
|
(65.2
|
)
|
|
—
|
|
|||
Restructuring (1)
|
|
(4.9
|
)
|
|
(13.0
|
)
|
|
(50.4
|
)
|
|||
Acquisition and integration costs (2)
|
|
(10.0
|
)
|
|
(1.6
|
)
|
|
—
|
|
|||
Inventory step up (3)
|
|
(8.1
|
)
|
|
—
|
|
|
—
|
|
|||
Spin costs (4)
|
|
(10.4
|
)
|
|
(98.1
|
)
|
|
(21.3
|
)
|
|||
Spin restructuring
|
|
(5.8
|
)
|
|
(39.1
|
)
|
|
—
|
|
|||
Acquisition and bridge loan fees (5)
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|||
Cost of early debt retirement (5)
|
|
—
|
|
|
(26.7
|
)
|
|
—
|
|
|||
Interest expense
|
|
(53.1
|
)
|
|
(51.2
|
)
|
|
(52.7
|
)
|
|||
Other financing items, net
|
|
0.3
|
|
|
18.4
|
|
|
(0.7
|
)
|
|||
Total earnings/(loss) before income taxes
|
|
$
|
165.7
|
|
|
$
|
(0.7
|
)
|
|
$
|
215.2
|
|
|
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
North America
|
|
18.5
|
|
|
22.3
|
|
|
17.6
|
|
|||
Latin America
|
|
0.3
|
|
|
1.0
|
|
|
0.1
|
|
|||
EMEA
|
|
1.2
|
|
|
1.1
|
|
|
0.6
|
|
|||
Asia Pacific
|
|
11.5
|
|
|
12.8
|
|
|
20.9
|
|
|||
Total segment depreciation and amortization
|
|
31.5
|
|
|
37.2
|
|
|
39.2
|
|
|||
Corporate
|
|
2.8
|
|
|
4.6
|
|
|
3.0
|
|
|||
Total depreciation and amortization
|
|
$
|
34.3
|
|
|
$
|
41.8
|
|
|
$
|
42.2
|
|
|
|
September 30,
|
||||||
Total Assets
|
|
2016
|
|
2015
|
||||
North America
|
|
$
|
423.6
|
|
|
$
|
394.8
|
|
Latin America
|
|
51.6
|
|
|
63.3
|
|
||
EMEA
|
|
242.0
|
|
|
237.5
|
|
||
Asia Pacific
|
|
390.8
|
|
|
573.2
|
|
||
Total segment assets
|
|
$
|
1,108.0
|
|
|
$
|
1,268.8
|
|
Corporate
|
|
159.1
|
|
|
235.4
|
|
||
Goodwill and other intangible assets, net
|
|
464.4
|
|
|
114.4
|
|
||
Total assets
|
|
$
|
1,731.5
|
|
|
$
|
1,618.6
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Capital Expenditures
|
|
2016
|
|
2015
|
|
2014
|
||||||
North America
|
|
$
|
18.0
|
|
|
$
|
28.4
|
|
|
$
|
15.9
|
|
Latin America
|
|
0.3
|
|
|
1.2
|
|
|
0.6
|
|
|||
EMEA
|
|
5.7
|
|
|
2.3
|
|
|
1.9
|
|
|||
Asia Pacific
|
|
4.7
|
|
|
8.5
|
|
|
10.0
|
|
|||
Total segment capital expenditures
|
|
$
|
28.7
|
|
|
$
|
40.4
|
|
|
$
|
28.4
|
|
|
|
For the Years Ended September 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales to Customers
|
|
|
|
|
|
|
|
|||||
United States
|
|
$
|
824.1
|
|
|
$
|
767.6
|
|
|
$
|
822.0
|
|
International
|
|
810.1
|
|
|
864.0
|
|
|
1,018.4
|
|
|||
Total net sales
|
|
$
|
1,634.2
|
|
|
$
|
1,631.6
|
|
|
$
|
1,840.4
|
|
|
|
|
|
|
|
|
||||||
Long-Lived Assets
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
201.5
|
|
|
$
|
214.2
|
|
|
|
||
Singapore
|
|
67.0
|
|
|
69.7
|
|
|
|
||||
Other International
|
|
109.1
|
|
|
143.5
|
|
|
|
||||
Total long-lived assets excluding goodwill and intangibles
|
|
$
|
377.6
|
|
|
$
|
427.4
|
|
|
|
Fiscal 2016
|
First
|
Second
|
Third
|
Fourth
|
||||||||
Net sales
|
$
|
506.8
|
|
$
|
334.0
|
|
$
|
361.0
|
|
$
|
432.4
|
|
Gross profit
|
229.8
|
|
141.6
|
|
153.7
|
|
187.3
|
|
||||
Net earnings
|
65.5
|
|
16.4
|
|
24.2
|
|
21.6
|
|
||||
Earnings per share:
|
|
|
|
|
||||||||
Basic
|
$
|
1.06
|
|
$
|
0.27
|
|
$
|
0.39
|
|
$
|
0.35
|
|
Diluted
|
$
|
1.05
|
|
$
|
0.26
|
|
$
|
0.39
|
|
$
|
0.34
|
|
|
|
|
|
|
||||||||
Items decreasing/(increasing) net earnings:
|
|
|
|
|
||||||||
Spin costs
|
3.9
|
|
1.8
|
|
1.3
|
|
—
|
|
||||
Spin restructuring
|
0.8
|
|
(0.6
|
)
|
0.7
|
|
3.3
|
|
||||
Restructuring
|
2.1
|
|
0.9
|
|
0.1
|
|
—
|
|
||||
Acquisition and integration costs
|
—
|
|
—
|
|
2.6
|
|
6.4
|
|
||||
Inventory step up
|
—
|
|
—
|
|
—
|
|
5.0
|
|
||||
Adjustments to prior year tax accruals
|
—
|
|
—
|
|
(8.8
|
)
|
(2.6
|
)
|
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
|
61.7
|
|
(69.2
|
)
|
(19.6
|
)
|
23.1
|
|
||||
Earnings per share:
|
|
|
|
|
||||||||
Basic (1)
|
$
|
0.99
|
|
$
|
(1.11
|
)
|
$
|
(0.32
|
)
|
$
|
0.37
|
|
Diluted (1)
|
$
|
0.99
|
|
$
|
(1.11
|
)
|
$
|
(0.32
|
)
|
$
|
0.37
|
|
|
|
|
|
|
||||||||
Items decreasing 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
|
)
|
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, 2016, 2015 and 2014.
|
•
|
Consolidated Balance Sheets -- at September 30, 2016 and 2015.
|
•
|
Consolidated Statements of Cash Flows -- for years ended September 30, 2016, 2015 and 2014.
|
•
|
Consolidated Statements of Shareholders’ Equity/(Deficit)-- at September 30, 2016, 2015 and 2014.
|
•
|
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).
|
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).
|
2.5
|
Contribution Agreement by and between the Company and Edgewell Personal Care Company (f/k/a
|
2.6**
|
Agreement and Plan of Merger, dated as of May 24, 2016, by and among the Company, Energizer Reliance, Inc., Trivest Partners V, L.P., and HandStands Holding Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed May 27, 2016).
|
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).
|
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).
|
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).
|
4.2
|
Form of 5.500% Senior Notes due 2025 (included in Exhibit 4.1).
|
10.1***
|
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).
|
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).
|
10.3
|
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).
|
10.4
|
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 SpinCo, Inc.) dated June 25, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 29, 2015).
|
10.5
|
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).
|
10.6***
|
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).
|
10.7***
|
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).
|
10.8***
|
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).
|
10.9***
|
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).
|
10.10***
|
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).
|
10.11***
|
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).
|
10.12***
|
Form of Amended and Restated Director Restricted Stock Equivalent Agreement under the Energizer Holdings, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed November 20, 2015).
|
10.13***
|
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).
|
10.14
|
Incremental Term Loan Amendment No. 1, dated as of May 24, 2016, by and among the Company, the Loan Parties party thereto, JPMorgan Chase Bank, N.A., Citigroup Global Markets, Inc., and Citibank, N.A. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 27, 2016).
|
10.15
|
Amendment No. 2 to the Credit Agreement, dated as of July 8, 2016, by and among the Company, the Subsidiary Guarantors party thereto, the financial institutions party thereto, J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed August 3, 2016).
|
10.16***, *
|
Form of Performance Restricted Stock Equivalent Award Agreement under the Energizer Holdings, Inc. 2015 Equity Incentive Plan.
|
10.17***, *
|
Form of Restricted Stock Equivalent Award Agreement under the Energizer Holdings, Inc. 2015 Equity Incentive Plan.
|
10.18***, *
|
Form of Restricted Stock Equivalent Award Agreement for Directors under the Energizer Holdings, Inc. 2015
|
21*
|
List of subsidiaries.
|
23*
|
Consent of Independent Registered Public Accounting Firm.
|
31.1*
|
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.
|
31.2*
|
Certification of periodic financial report by the Chief Financial Officer of Energizer Holdings, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
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.
|
32.2*
|
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.”
|
|
ENERGIZER HOLDINGS, INC.
|
||
|
|
|
|
|
By
|
/s/ Alan R. Hoskins
|
|
|
|
Alan R. Hoskins
|
|
|
|
Chief Executive Officer
|
|
Signature
|
Title
|
/s/ Alan R. Hoskins
|
|
Alan R. Hoskins (principal executive officer)
|
President, Chief Executive Officer and Director
|
/s/ Brian K. Hamm
|
|
Brian K. Hamm (principal financial officer)
|
Executive Vice President and Chief Financial Officer
|
/s/ Timothy W. Gorman
|
|
Timothy W. Gorman (controller and principal accounting officer)
|
Vice President and Controller
|
/s/ J. Patrick Mulcahy
|
|
J. Patrick Mulcahy
|
Chairman of the Board of Directors
|
/s/ Bill G. Armstrong
|
|
Bill G. Armstrong
|
Director
|
/s/ Cynthia J. Brinkley
|
|
Cynthia J. Brinkley
|
Director
|
/s/ Kevin J. Hunt
|
|
Kevin J. Hunt
|
Director
|
/s/ James C. Johnson
|
|
James C. Johnson
|
Director
|
/s/ John E. Klein
|
|
John E. Klein
|
Director
|
/s/ W. Patrick McGinnis
|
|
W. Patrick McGinnis
|
Director
|
/s/ Patrick J. Moore
|
|
Patrick J. Moore
|
Director
|
/s/ John R. Roberts
|
|
John R. Roberts
|
Director
|
Metric
|
Cumulative Adjusted Earnings
Per Share (50%)
|
||
Performance Level
|
Threshold
|
Target
|
Stretch
|
Goal
|
|
|
|
Metric
|
Free Cash Flow as a Percentage of Sales (50%)
|
||
Performance Level
|
Threshold
|
Target
|
Stretch
|
Goal
|
|
|
|
•
|
the effects of acquisitions; divestitures; stock split-ups; stock dividends or distributions; recapitalizations; warrants or rights issuances or combinations; exchanges or reclassifications with respect to any outstanding class or series of the Company’s common stock;
|
•
|
a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company);
|
•
|
any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company;
|
•
|
the exclusion of non-consolidated subsidiaries;
|
•
|
unusual or non-recurring accounting impacts or changes in accounting standards or treatment;
|
•
|
costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or
|
•
|
unusual or extraordinary items (as reported within our external filings)
|
•
|
the effects of acquisitions; divestitures; or recapitalizations;
|
•
|
a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company);
|
•
|
any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company;
|
•
|
the exclusion of non-consolidated subsidiaries;
|
•
|
unusual or non-recurring accounting impacts or changes in accounting standards or treatment;
|
•
|
costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or
|
•
|
unusual or extraordinary items (as reported within our external filings)
|
(a)
|
Recipient’s Disability; or
|
(b)
|
the Recipient’s voluntary Termination of Employment more than twelve (12) months after the Date of Grant and Recipient, as of the date of such Termination of Employment (i) is at least 55 years of age, and (ii) has ten (10) or more Years of Service. (together, the “Age and Service Requirements”).
|
(a)
|
the Recipient’s involuntary Termination of Employment;
|
(b)
|
the Recipient’s voluntary Termination of Employment except following satisfaction of the Age and Service Requirements; or
|
(c)
|
a determination by the Committee that the Recipient engaged in Competition (as defined in the Plan) with the Company or other conduct contrary to the best interests of the Company in violation of Article II of this Agreement.
|
(a)
|
I acknowledge that the restrictions contained in this Article II are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have granted me this Award Agreement in the absence of such restrictions, and that any violation of any provisions of this Article II will result in irreparable injury to the Company and its affiliates. By agreeing to accept this Award Agreement, I represent that my experience and capabilities are such that the restrictions contained herein will not prevent me from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. I further represent and acknowledge that I have been advised by the Company to consult my own legal counsel in respect of this Award Agreement, and I have had full opportunity, prior to agreeing to accept this Award Agreement, to review thoroughly its terms and provisions with my counsel.
|
(b)
|
I agree that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Article II, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.
|
(c)
|
I irrevocably and unconditionally consent to the service of any process, pleadings notices or other papers in a manner permitted by law.
|
(a)
|
the Recipient’s voluntary or involuntary Termination of Employment; or
|
(b)
|
a determination by the Committee that the Recipient engaged in competition with the Company or other conduct contrary to the best interests of the Company in violation of Article II of this Agreement.
|
(a)
|
I acknowledge that the restrictions contained in this Article II are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have granted me this Award Agreement in the absence of such restrictions, and that any violation of any provisions of this Article II will result in irreparable injury to the Company and its affiliates. By agreeing to accept this Award Agreement, I represent that my experience and capabilities are such that the restrictions contained herein will not prevent me from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. I further represent and acknowledge that I have been advised by the Company to consult my own legal counsel in respect of this Award Agreement, and I have had full opportunity, prior to agreeing to accept this Award Agreement, to review thoroughly its terms and provisions with my counsel.
|
(b)
|
I agree that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Article II, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.
|
(c)
|
I irrevocably and unconditionally consent to the service of any process, pleadings notices or other papers in a manner permitted by law.
|
(i)
|
The acquisition by one person, or more than one person acting as a group, of ownership of stock (including Common Stock) of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. Notwithstanding the above, if any person or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons will not constitute a Change of Control; or
|
(ii)
|
A majority of the members of the Company’s Board of Directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election.
|
Subsidiary Name
|
Jurisdictions of
Incorporation
|
Percentage of Control
|
Energizer Argentina S.A.
|
Argentina
|
100%
|
Energizer Australia Pty. Ltd.
|
Australia
|
100%
|
Energizer Group Belgium N.V.
|
Belgium
|
100%
|
Energizer Group do Brasil Imp.Exp.Com.Ltd.
|
Brazil
|
100%
|
Energizer do Brasil Ltda.
|
Brazil
|
100%
|
American Safety Razor do Brasil, Ltda.
|
Brazil
|
100%
|
EPC do Brasil Comercio, Importacao e Exportacao Ltda.
|
Brazil
|
100%
|
ASR Exportacao, Importacao, Comercio e Industria De Produtos de Barbear Ltda.
|
Brazil
|
100%
|
California Scents, LLC
|
California
|
100%
|
Energizer Canada, Inc.
|
Canada
|
100%
|
Energizer Cayman Islands Limited
|
Cayman Islands
|
100%
|
Energizer de Chile SpA
|
Chile
|
100%
|
Energizer (China) Co., Ltd.
|
China
|
100%
|
SONCO Products (Shenzhen) Limited
|
China
|
100%
|
Tximist Batteries (Shenzhen) Ltd.
|
China
|
100%
|
Energizer de Colombia, S.A.
|
Colombia
|
100%
|
ECOBAT s.r.o.
|
Czech Republic
|
16.66%
|
Energizer Czech spol.sr.o.
|
Czech Republic
|
100%
|
Associated Products, LLC
|
Delaware
|
100%
|
EBC Batteries, Inc.
|
Delaware
|
100%
|
Energizer Asia Pacific, Inc.
|
Delaware
|
100%
|
Energizer Brands, LLC
|
Delaware
|
100%
|
Energizer Brands II LLC
|
Delaware
|
100%
|
Energizer Brands II Holding LLC
|
Delaware
|
100%
|
EHI LLC
|
Delaware
|
100%
|
Energizer International, Inc.
|
Delaware
|
100%
|
Energizer International Partners, LLC
|
Delaware
|
100%
|
Energizer Investment Company
|
Delaware
|
100%
|
Energizer, LLC
|
Delaware
|
100%
|
Energizer Middle East and Africa Limited
|
Delaware
|
100%
|
Energizer Russia Holding LLC
|
Delaware
|
100%
|
Energizer (South Africa) Ltd.
|
Delaware
|
100%
|
Energizer Manufacturing, Inc.
|
Delaware
|
100%
|
Energizer Group Dominican Republic S.A
|
Dominican Republic
|
100%
|
Energizer-Ecuador C.A.
|
Ecuador
|
100%
|
Energizer Egypt S.A.E.
|
Egypt
|
70.02%
|
Schick Egypt LLC
|
Egypt
|
100%
|
COREPILE S.A.
|
France
|
20%
|
Energizer France SAS
|
France
|
100%
|
Energizer Deutschland GmbH
|
Germany
|
100%
|
AFIS, S.A.
|
Greece
|
40%
|
Energizer Hellas A.E.
|
Greece
|
100%
|
Eveready Hong Kong Company
|
Hong Kong
|
100%
|
Sonca Products Limited
|
Hong Kong
|
100%
|
Energizer Hungary Trading Ltd.
|
Hungary
|
100%
|
RE'LEM Public Benefit Company
|
Hungary
|
33.3%
|
EBC (India) Company Private Limited
|
India
|
100%
|
Energizer India Private Limited
|
India
|
100%
|
PT Energizer Indonesia
|
Indonesia
|
100%
|
Energizer Ireland Limited
|
Ireland
|
100%
|
Energizer Italy S.R.L.
|
Italy
|
100%
|
Eveready East Africa Limited
|
Kenya
|
10.51%
|
Energizer Korea Ltd.
|
Korea
|
100%
|
Energizer Malaysia SDN.BHD.
|
Malaysia
|
80.235%
|
Energizer Mexico S. de R.L. de C.V.
|
Mexico
|
100%
|
Energizer NZ Limited
|
New Zealand
|
100%
|
Energizer Brands Netherlands B.V.
|
Netherlands
|
100%
|
Energizer International Group B.V.
|
Netherlands
|
100%
|
Energizer Group C.V.
|
Netherlands
|
100%
|
Eveready International C.V.
|
Netherlands
|
100%
|
Handstands C.V.
|
Netherlands
|
100%
|
Energizer Group Panama, Inc.
|
Panama
|
100%
|
Energizer Philippines, Inc.
|
Philippines
|
100%
|
Energizer Group Polska Sp. zo.o
|
Poland
|
100%
|
ECOPILHAS LDA.
|
Portugal
|
16.66%
|
Energizer LLC
|
Russia
|
100%
|
Energizer Singapore Pte. Ltd.
|
Singapore
|
100%
|
Energizer Slovakia, Spol. Sr.o.
|
Slovak Republic
|
100%
|
Energizer Group España S.A.
|
Spain
|
100%
|
Energizer Lanka Limited
|
Sri Lanka
|
84.1%
|
Energizer Group Sweden AB
|
Sweden
|
100%
|
Energizer SA
|
Switzerland
|
100%
|
Energizer (Thailand) Limited
|
Thailand
|
100%
|
Berec Overseas Investments Limited
|
United Kingdom
|
100%
|
Energizer Trading Limited
|
United Kingdom
|
100%
|
Energizer Group Limited
|
United Kingdom
|
100%
|
Energizer Trust Limited
|
United Kingdom
|
100%
|
Ever Ready Limited
|
United Kingdom
|
100%
|
Energizer Brands UK Limited
|
United Kingdom
|
100%
|
Energizer UK Limited
|
United Kingdom
|
100%
|
American Covers, LLC
|
Utah
|
100%
|
Handstands Promo, LLC
|
Utah
|
100%
|
Eveready de Venezuela, C.A.
|
Venezuela
|
100%
|
Importadora Energizer, C.A.
|
Venezuela
|
100%
|
Importadora Eveready, C.A.
|
Venezuela
|
100%
|
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
|
|
|
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
|
|
|
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedure, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's 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 15, 2016
|
|
||
/s/ Alan R. Hoskins
|
|
||
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
|
|
|
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
|
|
|
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedure, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's 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 15, 2016
|
|
||
/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 15, 2016
|
|
/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 15, 2016
|
|
/s/ Brian K. Hamm
|
Brian K. Hamm
|
Executive Vice President and Chief Financial Officer
|