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|
|
|
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(Mark One)
|
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Missouri
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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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|
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533 Maryville University Drive
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St. Louis, Missouri
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63141
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(Address of principal executive offices)
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(Zip Code)
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(314) 985-2000
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(Registrant’s telephone number, including area code)
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Large accelerated filer
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x
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Accelerated filer
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o
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|
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Non-accelerated filer
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o
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Smaller reporting company
|
o
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(Do not check if smaller reporting company)
|
Emerging growth company
|
o
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INDEX
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|
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Page
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PART I — FINANCIAL INFORMATION
|
|
|
|
Item 1. Financial Statements (Unaudited)
|
|
|
|
Consolidated Statements of Earnings and Comprehensive Income (Condensed) for the Quarter and Nine Months Ended June 30, 2018 and 2017
|
|
|
|
Consolidated Balance Sheets (Condensed) as of June 30, 2018 and September 30, 2017
|
|
|
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Consolidated Statements of Cash Flows (Condensed) for the Nine Months Ended June 30, 2018 and 2017
|
|
|
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Notes to Consolidated (Condensed) Financial Statements
|
|
|
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
|
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Item 4. Controls and Procedures
|
|
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PART II — OTHER INFORMATION
|
|
|
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Item 1. Legal Proceedings
|
|
|
|
Item 1A. Risk Factors
|
|
|
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
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Item 6. Exhibits
|
|
|
|
EXHIBIT INDEX
|
|
|
|
SIGNATURES
|
|
For the Quarter Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net sales
|
$
|
392.8
|
|
|
$
|
372.0
|
|
|
$
|
1,340.5
|
|
|
$
|
1,290.6
|
|
Cost of products sold
|
216.7
|
|
|
214.0
|
|
|
717.6
|
|
|
693.1
|
|
||||
Gross profit
|
176.1
|
|
|
158.0
|
|
|
622.9
|
|
|
597.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expense
|
111.9
|
|
|
86.3
|
|
|
315.3
|
|
|
263.4
|
|
||||
Advertising and sales promotion expense
|
22.9
|
|
|
20.2
|
|
|
81.1
|
|
|
71.1
|
|
||||
Research and development expense
|
5.2
|
|
|
5.1
|
|
|
15.9
|
|
|
16.0
|
|
||||
Amortization of intangible assets
|
2.8
|
|
|
2.8
|
|
|
8.4
|
|
|
8.4
|
|
||||
Spin restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
||||
Gain on sale of real estate
|
(4.6
|
)
|
|
(1.7
|
)
|
|
(4.6
|
)
|
|
(16.9
|
)
|
||||
Interest expense
|
17.7
|
|
|
13.3
|
|
|
47.6
|
|
|
39.7
|
|
||||
Other items, net
|
(11.3
|
)
|
|
1.5
|
|
|
(9.1
|
)
|
|
(4.3
|
)
|
||||
Earnings before income taxes
|
31.5
|
|
|
30.5
|
|
|
168.3
|
|
|
223.9
|
|
||||
Income tax provision
|
7.7
|
|
|
5.6
|
|
|
76.3
|
|
|
56.5
|
|
||||
Net earnings
|
$
|
23.8
|
|
|
$
|
24.9
|
|
|
$
|
92.0
|
|
|
$
|
167.4
|
|
|
|
|
|
|
|
|
|
||||||||
Basic net earnings per share
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
1.54
|
|
|
$
|
2.71
|
|
Diluted net earnings per share
|
$
|
0.39
|
|
|
$
|
0.40
|
|
|
$
|
1.50
|
|
|
$
|
2.67
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of common stock - Basic
|
59.7
|
|
|
61.8
|
|
|
59.9
|
|
|
61.8
|
|
||||
Weighted average shares of common stock - Diluted
|
61.4
|
|
|
62.8
|
|
|
61.4
|
|
|
62.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends per common share
|
$
|
0.29
|
|
|
$
|
0.275
|
|
|
$
|
0.87
|
|
|
$
|
0.825
|
|
|
|
|
|
|
|
|
|
||||||||
Statements of Comprehensive Income:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
23.8
|
|
|
$
|
24.9
|
|
|
$
|
92.0
|
|
|
$
|
167.4
|
|
Other comprehensive income/(loss), net of tax expense/(benefit)
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(31.5
|
)
|
|
11.9
|
|
|
(14.9
|
)
|
|
(4.5
|
)
|
||||
Pension activity, net of tax of $0.4 and $1.2, for the quarter and nine months ended June 30, 2018, respectively, and $0.6 and $1.9 for the quarter and nine months ended June 30, 2017, respectively.
|
3.0
|
|
|
(0.5
|
)
|
|
4.8
|
|
|
3.9
|
|
||||
Deferred gain/(loss) on hedging activity, net of tax of $2.1 and $4.7 for the quarter and nine months ended June 30, 2018, respectively, and ($1.2) and $1.9 for the quarter and nine months ended June 30, 2017, respectively.
|
6.7
|
|
|
(4.7
|
)
|
|
13.0
|
|
|
1.4
|
|
||||
Total comprehensive income
|
$
|
2.0
|
|
|
$
|
31.6
|
|
|
$
|
94.9
|
|
|
$
|
168.2
|
|
Assets
|
June 30,
2018 |
|
September 30,
2017 |
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
510.9
|
|
|
$
|
378.0
|
|
Trade receivables, less allowance for doubtful accounts of $4.9 and $5.8, respectively
|
165.6
|
|
|
230.2
|
|
||
Inventories
|
307.8
|
|
|
317.1
|
|
||
Other current assets
|
106.6
|
|
|
94.9
|
|
||
Total current assets
|
1,090.9
|
|
|
1,020.2
|
|
||
Property, plant and equipment, net
|
166.9
|
|
|
176.5
|
|
||
Goodwill
|
229.8
|
|
|
230.0
|
|
||
Other intangible assets, net
|
214.4
|
|
|
223.8
|
|
||
Deferred tax asset
|
33.8
|
|
|
47.7
|
|
||
Other assets
|
69.0
|
|
|
125.4
|
|
||
Total assets
|
$
|
1,804.8
|
|
|
$
|
1,823.6
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
4.0
|
|
|
$
|
4.0
|
|
Notes payable
|
174.6
|
|
|
104.1
|
|
||
Accounts payable
|
194.4
|
|
|
219.3
|
|
||
Other current liabilities
|
226.3
|
|
|
254.6
|
|
||
Total current liabilities
|
599.3
|
|
|
582.0
|
|
||
Long-term debt
|
976.7
|
|
|
978.5
|
|
||
Other liabilities
|
181.0
|
|
|
178.0
|
|
||
Total liabilities
|
1,757.0
|
|
|
1,738.5
|
|
||
Shareholders' equity
|
|
|
|
||||
Common stock
|
0.6
|
|
|
0.6
|
|
||
Additional paid-in capital
|
224.4
|
|
|
196.7
|
|
||
Retained earnings
|
196.4
|
|
|
198.7
|
|
||
Treasury stock
|
(117.7
|
)
|
|
(72.1
|
)
|
||
Accumulated other comprehensive loss
|
(255.9
|
)
|
|
(238.8
|
)
|
||
Total shareholders' equity
|
47.8
|
|
|
85.1
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,804.8
|
|
|
$
|
1,823.6
|
|
|
For the Nine Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash Flow from Operating Activities
|
|
|
|
||||
Net earnings
|
$
|
92.0
|
|
|
$
|
167.4
|
|
Non-cash restructuring costs
|
—
|
|
|
(2.5
|
)
|
||
Depreciation and amortization
|
33.8
|
|
|
38.3
|
|
||
Deferred income taxes
|
11.1
|
|
|
2.1
|
|
||
Share-based compensation expense
|
21.0
|
|
|
17.8
|
|
||
Gain on sale of real estate
|
(4.6
|
)
|
|
(16.9
|
)
|
||
Mandatory transition tax
|
28.2
|
|
|
—
|
|
||
Non-cash items included in income, net
|
(2.1
|
)
|
|
5.8
|
|
||
Other, net
|
(7.8
|
)
|
|
(19.6
|
)
|
||
Changes in current assets and liabilities used in operations
|
16.4
|
|
|
(46.8
|
)
|
||
Net cash from operating activities
|
188.0
|
|
|
145.6
|
|
||
|
|
|
|
||||
Cash Flow from Investing Activities
|
|
|
|
||||
Capital expenditures
|
(17.2
|
)
|
|
(17.5
|
)
|
||
Proceeds from sale of assets
|
6.1
|
|
|
27.2
|
|
||
Net cash (used by)/from investing activities
|
(11.1
|
)
|
|
9.7
|
|
||
|
|
|
|
||||
Cash Flow from Financing Activities
|
|
|
|
||||
Payments on debt with maturities greater than 90 days
|
(3.0
|
)
|
|
(3.0
|
)
|
||
Net increase in debt with original maturities of 90 days or less
|
70.6
|
|
|
40.7
|
|
||
Debt issuance costs
|
(1.4
|
)
|
|
(0.8
|
)
|
||
Dividends paid
|
(52.3
|
)
|
|
(52.1
|
)
|
||
Common stock purchased
|
(50.0
|
)
|
|
(9.3
|
)
|
||
Taxes paid for withheld share-based payments
|
(1.8
|
)
|
|
(8.2
|
)
|
||
Net cash used by financing activities
|
(37.9
|
)
|
|
(32.7
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(6.1
|
)
|
|
(5.5
|
)
|
||
|
|
|
|
||||
Net increase in cash and cash equivalents
|
132.9
|
|
|
117.1
|
|
||
Cash and cash equivalents, beginning of period
|
378.0
|
|
|
287.3
|
|
||
Cash and cash equivalents, end of period
|
$
|
510.9
|
|
|
$
|
404.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilized
|
|
|||||||||
|
|
October 1, 2016
|
|
Charge to Income
|
|
Cash
|
|
June 30, 2017
|
||||||||
Severance and termination related costs
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
(2.1
|
)
|
|
$
|
0.7
|
|
Contract termination costs
|
|
3.6
|
|
|
(2.5
|
)
|
|
(1.1
|
)
|
|
—
|
|
||||
Net gain on asset sales
|
|
—
|
|
|
(1.3
|
)
|
|
1.3
|
|
|
—
|
|
||||
Total
|
|
$
|
6.4
|
|
|
$
|
(3.8
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
0.7
|
|
|
For the Quarter Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Sales
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
241.3
|
|
|
$
|
228.6
|
|
|
$
|
838.5
|
|
|
$
|
812.2
|
|
International
|
151.5
|
|
|
143.4
|
|
|
502.0
|
|
|
478.4
|
|
||||
Total net sales
|
$
|
392.8
|
|
|
$
|
372.0
|
|
|
$
|
1,340.5
|
|
|
$
|
1,290.6
|
|
Segment Profit
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
60.4
|
|
|
$
|
53.6
|
|
|
$
|
239.2
|
|
|
$
|
237.2
|
|
International
|
32.6
|
|
|
25.7
|
|
|
115.9
|
|
|
109.8
|
|
||||
Total segment profit
|
93.0
|
|
|
79.3
|
|
|
355.1
|
|
|
347.0
|
|
||||
General corporate and other expenses (1) (2)
|
(24.7
|
)
|
|
(19.4
|
)
|
|
(71.0
|
)
|
|
(66.1
|
)
|
||||
Global marketing expense
|
(4.6
|
)
|
|
(5.0
|
)
|
|
(13.0
|
)
|
|
(12.0
|
)
|
||||
Research and development expense
|
(5.2
|
)
|
|
(5.1
|
)
|
|
(15.9
|
)
|
|
(16.0
|
)
|
||||
Amortization of intangible assets
|
(2.8
|
)
|
|
(2.8
|
)
|
|
(8.4
|
)
|
|
(8.4
|
)
|
||||
Acquisition and integration costs (3)
|
(22.4
|
)
|
|
(6.7
|
)
|
|
(44.6
|
)
|
|
(9.2
|
)
|
||||
Spin restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
||||
Gain on sale of real estate
|
4.6
|
|
|
1.7
|
|
|
4.6
|
|
|
16.9
|
|
||||
Acquisition debt commitment fee (4)
|
(3.4
|
)
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
||||
Gain on acquisition foreign currency contracts (5)
|
9.9
|
|
|
—
|
|
|
9.9
|
|
|
—
|
|
||||
Interest expense (4)
|
(14.3
|
)
|
|
(13.3
|
)
|
|
(41.3
|
)
|
|
(39.7
|
)
|
||||
Other items, net (2) (5) (6)
|
1.4
|
|
|
1.8
|
|
|
(0.8
|
)
|
|
7.6
|
|
||||
Total earnings before income taxes
|
$
|
31.5
|
|
|
$
|
30.5
|
|
|
$
|
168.3
|
|
|
$
|
223.9
|
|
|
For the Quarter Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||
Net Sales
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Batteries
|
$
|
350.1
|
|
|
$
|
325.8
|
|
|
$
|
1,204.9
|
|
|
$
|
1,138.8
|
|
Other
|
42.7
|
|
|
46.2
|
|
|
135.6
|
|
|
151.8
|
|
||||
Total net sales
|
$
|
392.8
|
|
|
$
|
372.0
|
|
|
$
|
1,340.5
|
|
|
$
|
1,290.6
|
|
|
June 30, 2018
|
|
September 30, 2017
|
||||
Americas
|
$
|
466.1
|
|
|
$
|
533.9
|
|
International
|
794.5
|
|
|
698.2
|
|
||
Total segment assets
|
$
|
1,260.6
|
|
|
$
|
1,232.1
|
|
Corporate
|
100.0
|
|
|
137.7
|
|
||
Goodwill and other intangible assets
|
444.2
|
|
|
453.8
|
|
||
Total assets
|
$
|
1,804.8
|
|
|
$
|
1,823.6
|
|
|
Americas
|
|
International
|
|
Total
|
||||||
Balance at October 1, 2017
|
$
|
213.8
|
|
|
$
|
16.2
|
|
|
$
|
230.0
|
|
Cumulative translation adjustment
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
Balance at June 30, 2018
|
$
|
213.6
|
|
|
$
|
16.2
|
|
|
$
|
229.8
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trademarks
|
$
|
40.1
|
|
|
$
|
5.4
|
|
|
$
|
34.7
|
|
Customer relationships
|
84.4
|
|
|
11.7
|
|
|
72.7
|
|
|||
Patents
|
34.5
|
|
|
5.1
|
|
|
29.4
|
|
|||
Non-compete
|
0.5
|
|
|
0.2
|
|
|
0.3
|
|
|||
Total intangible assets at June 30, 2018
|
$
|
159.5
|
|
|
$
|
22.4
|
|
|
$
|
137.1
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trademarks
|
$
|
40.1
|
|
|
$
|
3.4
|
|
|
$
|
36.7
|
|
Customer relationships
|
84.4
|
|
|
7.3
|
|
|
77.1
|
|
|||
Patents
|
34.5
|
|
|
3.2
|
|
|
31.3
|
|
|||
Non-compete
|
0.5
|
|
|
0.1
|
|
|
0.4
|
|
|||
Total intangible assets at September 30, 2017
|
$
|
159.5
|
|
|
$
|
14.0
|
|
|
$
|
145.5
|
|
|
June 30, 2018
|
|
September 30, 2017
|
||||
Senior Secured Term Loan B Facility, net of discount due 2022
|
$
|
389.0
|
|
|
$
|
392.0
|
|
5.50% Senior Notes due 2025
|
600.0
|
|
|
600.0
|
|
||
Total long-term debt, including current maturities
|
989.0
|
|
|
992.0
|
|
||
Less current portion
|
(4.0
|
)
|
|
(4.0
|
)
|
||
Less unamortized debt discount and debt issuance fees
|
(8.3
|
)
|
|
(9.5
|
)
|
||
Total long-term debt
|
$
|
976.7
|
|
|
$
|
978.5
|
|
|
For the Quarter Ended June 30,
|
||||||||||||||
|
U.S.
|
|
International
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Service Cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
Interest Cost
|
4.7
|
|
|
4.6
|
|
|
1.1
|
|
|
0.8
|
|
||||
Expected return on plan assets
|
(7.5
|
)
|
|
(8.6
|
)
|
|
(1.6
|
)
|
|
(2.0
|
)
|
||||
Amortization of unrecognized net losses
|
1.1
|
|
|
1.2
|
|
|
0.5
|
|
|
0.9
|
|
||||
Net periodic (benefit)/cost
|
$
|
(1.7
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
For the Nine Months Ended June 30,
|
||||||||||||||
|
U.S.
|
|
International
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Service Cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
1.2
|
|
Interest Cost
|
14.1
|
|
|
13.7
|
|
|
3.2
|
|
|
2.5
|
|
||||
Expected return on plan assets
|
(22.6
|
)
|
|
(25.8
|
)
|
|
(4.8
|
)
|
|
(6.0
|
)
|
||||
Amortization of unrecognized net losses
|
3.3
|
|
|
3.6
|
|
|
1.6
|
|
|
2.7
|
|
||||
Settlement charge
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic (benefit)/cost
|
$
|
(5.1
|
)
|
|
$
|
(8.5
|
)
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
|
At June 30, 2018
|
|
For the Quarter Ended June 30, 2018
|
|
For the Nine Months Ended June 30, 2018
|
||||||||||||||
Derivatives designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value
Asset
(1) (2)
|
|
Gain Recognized in OCI (3)
|
|
Loss Reclassified From OCI into Income
(Effective Portion) (4) (5)
|
|
Gain Recognized in OCI (3)
|
|
Loss Reclassified From OCI into Income (Effective Portion) (4) (5)
|
||||||||||
Foreign currency contracts
|
|
$
|
4.1
|
|
|
$
|
5.6
|
|
|
$
|
(0.8
|
)
|
|
$
|
4.8
|
|
|
$
|
(5.1
|
)
|
Interest rate contracts
|
|
6.2
|
|
|
2.2
|
|
|
(0.2
|
)
|
|
6.7
|
|
|
(1.0
|
)
|
|||||
Total
|
|
$
|
10.3
|
|
|
$
|
7.8
|
|
|
$
|
(1.0
|
)
|
|
$
|
11.5
|
|
|
$
|
(6.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
At September 30, 2017
|
|
For the Quarter Ended June 30, 2017
|
|
For the Nine Months Ended June 30, 2017
|
||||||||||||||
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)
|
|
(Loss)/Gain Recognized in OCI (3)
|
|
Gain/(Loss) Reclassified From OCI into Income (Effective Portion) (4) (5)
|
||||||||||
Foreign currency contracts
|
|
$
|
(5.8
|
)
|
|
$
|
(4.8
|
)
|
|
$
|
0.4
|
|
|
$
|
(1.6
|
)
|
|
$
|
1.6
|
|
Interest rate contracts
|
|
(1.3
|
)
|
|
(1.2
|
)
|
|
(0.5
|
)
|
|
4.6
|
|
|
(1.9
|
)
|
|||||
Total
|
|
$
|
(7.1
|
)
|
|
$
|
(6.0
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
3.0
|
|
|
$
|
(0.3
|
)
|
|
|
At June 30, 2018
|
|
For the Quarter Ended June 30, 2018
|
|
For the Nine Months Ended June 30, 2018
|
||||||
|
|
Estimated Fair Value Asset (1)
|
|
Gain Recognized in Income (1) (2)
|
|
Gain Recognized in Income (1) (2)
|
||||||
Foreign currency contracts
|
|
$
|
9.5
|
|
|
$
|
8.7
|
|
|
$
|
10.0
|
|
|
|
|
|
|
|
|
||||||
|
|
At September 30, 2017
|
|
For the Quarter Ended June 30, 2017
|
|
For the Nine Months Ended June 30, 2017
|
||||||
|
|
Estimated Fair Value Asset
|
|
Loss Recognized in Income (2)
|
|
Loss Recognized in Income (2)
|
||||||
Foreign currency contracts
|
|
$
|
0.9
|
|
|
$
|
(0.2
|
)
|
|
$
|
(1.5
|
)
|
Offsetting of derivative assets
|
||||||||||||||||||||||||||
|
|
|
|
At June 30, 2018
|
|
At September 30, 2017
|
||||||||||||||||||||
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
|
|
$
|
14.9
|
|
|
$
|
(0.4
|
)
|
|
$
|
14.5
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Offsetting of derivative liabilities
|
||||||||||||||||||||||||||
|
|
|
|
At June 30, 2018
|
|
At September 30, 2017
|
||||||||||||||||||||
Description
|
|
Balance Sheet location
|
|
Gross amounts of recognized liabilities
|
|
Gross amounts offset in the Balance Sheet
|
|
Net amounts of liabilities presented in the Balance Sheet
|
|
Gross amounts of recognized liabilities
|
|
Gross amounts offset in the Balance Sheet
|
|
Net amounts of liabilities presented in the Balance Sheet
|
||||||||||||
Foreign Currency Contracts
|
|
Other Current Liabilities, Other Liabilities
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
(6.4
|
)
|
|
$
|
0.4
|
|
|
$
|
(6.0
|
)
|
|
Level 2
|
||||||
Assets/(Liabilities) at estimated fair value:
|
June 30,
2018 |
|
September 30,
2017 |
||||
Deferred Compensation
|
$
|
(28.5
|
)
|
|
$
|
(41.0
|
)
|
Derivatives - Foreign Currency Contracts
|
13.6
|
|
|
(4.9
|
)
|
||
Derivatives - Interest Rate Contracts
|
6.2
|
|
|
(1.3
|
)
|
||
Exit lease liability
|
—
|
|
|
(0.3
|
)
|
||
Net Liabilities at estimated fair value
|
$
|
(8.7
|
)
|
|
$
|
(47.5
|
)
|
|
Foreign Currency Translation Adjustments
|
|
Pension Activity
|
|
Hedging Activity
|
|
Interest Rate Contracts
|
|
Total
|
||||||||||
Balance at September 30, 2017
|
$
|
(93.1
|
)
|
|
$
|
(139.4
|
)
|
|
$
|
(4.5
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(238.8
|
)
|
OCI before reclassifications
|
(14.9
|
)
|
|
1.1
|
|
|
3.6
|
|
|
4.7
|
|
|
(5.5
|
)
|
|||||
Reclassifications to earnings
|
—
|
|
|
3.7
|
|
|
4.0
|
|
|
0.7
|
|
|
8.4
|
|
|||||
Reclassifications to retained earnings (1)
|
—
|
|
|
(19.9
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(20.0
|
)
|
|||||
Balance at June 30, 2018
|
$
|
(108.0
|
)
|
|
$
|
(154.5
|
)
|
|
$
|
3.1
|
|
|
$
|
3.5
|
|
|
$
|
(255.9
|
)
|
|
For the Quarter Ended June 30,
|
|
For the Nine Months Ended June 30,
|
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||||||
Details of AOCI Components
|
Amount Reclassified
from AOCI (1)
|
|
Amount Reclassified
from AOCI (1)
|
Affected Line Item in the Combined Statements of Earnings
|
||||||||||||
Gains and losses on cash flow hedges
|
|
|
|
|
|
|
||||||||||
Foreign exchange contracts
|
$
|
(0.8
|
)
|
|
$
|
0.4
|
|
|
$
|
(5.1
|
)
|
|
$
|
1.6
|
|
Other items, net
|
Interest rate contracts
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(1.0
|
)
|
|
(1.9
|
)
|
Interest expense
|
||||
|
(1.0
|
)
|
|
(0.1
|
)
|
|
(6.1
|
)
|
|
(0.3
|
)
|
Earnings before income taxes
|
||||
|
0.2
|
|
|
0.2
|
|
|
1.4
|
|
|
0.5
|
|
Income tax provision
|
||||
|
$
|
(0.8
|
)
|
|
$
|
0.1
|
|
|
$
|
(4.7
|
)
|
|
$
|
0.2
|
|
Net earnings
|
Amortization of defined benefit pension items
|
|
|
|
|
|
|||||||||||
Actuarial loss
|
(1.6
|
)
|
|
(2.1
|
)
|
|
(4.9
|
)
|
|
(6.2
|
)
|
(2)
|
||||
Settlement loss
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
(2)
|
||||
|
(1.6
|
)
|
|
(2.1
|
)
|
|
(5.0
|
)
|
|
(6.2
|
)
|
Earnings before income taxes
|
||||
|
0.5
|
|
|
0.6
|
|
|
1.3
|
|
|
1.9
|
|
Income tax provision
|
||||
|
$
|
(1.1
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
(4.3
|
)
|
Net earnings
|
Total reclassifications to earnings
|
$
|
(1.9
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(8.4
|
)
|
|
$
|
(4.1
|
)
|
Net earnings
|
|
June 30, 2018
|
|
September 30, 2017
|
||||
Inventories
|
|
|
|
||||
Raw materials and supplies
|
$
|
44.5
|
|
|
$
|
36.6
|
|
Work in process
|
96.1
|
|
|
84.8
|
|
||
Finished products
|
167.2
|
|
|
195.7
|
|
||
Total inventories
|
$
|
307.8
|
|
|
$
|
317.1
|
|
Other Current Assets
|
|
|
|
||||
Miscellaneous receivables
|
$
|
8.3
|
|
|
$
|
13.7
|
|
Prepaid expenses
|
53.8
|
|
|
52.7
|
|
||
Value added tax collectible from customers
|
19.3
|
|
|
23.4
|
|
||
Other
|
25.2
|
|
|
5.1
|
|
||
Total other current assets
|
$
|
106.6
|
|
|
$
|
94.9
|
|
Property, Plant and Equipment
|
|
|
|
||||
Land
|
$
|
4.6
|
|
|
$
|
4.6
|
|
Buildings
|
110.9
|
|
|
122.4
|
|
||
Machinery and equipment
|
691.8
|
|
|
697.9
|
|
||
Construction in progress
|
16.0
|
|
|
19.4
|
|
||
Total gross property
|
823.3
|
|
|
844.3
|
|
||
Accumulated depreciation
|
(656.4
|
)
|
|
(667.8
|
)
|
||
Total property, plant and equipment, net
|
$
|
166.9
|
|
|
$
|
176.5
|
|
Other Current Liabilities
|
|
|
|
||||
Accrued advertising, sales promotion and allowances
|
$
|
11.6
|
|
|
$
|
21.8
|
|
Accrued trade allowances
|
37.4
|
|
|
51.1
|
|
||
Accrued salaries, vacations and incentive compensation
|
41.8
|
|
|
54.4
|
|
||
Income taxes payable
|
30.0
|
|
|
21.6
|
|
||
Other
|
105.5
|
|
|
105.7
|
|
||
Total other current liabilities
|
$
|
226.3
|
|
|
$
|
254.6
|
|
Other Liabilities
|
|
|
|
||||
Pensions and other retirement benefits
|
$
|
73.1
|
|
|
$
|
87.7
|
|
Deferred compensation
|
28.5
|
|
|
41.0
|
|
||
Mandatory transition tax
|
25.8
|
|
|
—
|
|
||
Other non-current liabilities
|
53.6
|
|
|
49.3
|
|
||
Total other liabilities
|
$
|
181.0
|
|
|
$
|
178.0
|
|
•
|
market and economic conditions;
|
•
|
market trends in the categories in which we compete;
|
•
|
our ability to close the proposed Spectrum acquisition of the global battery, lighting, and portable power business (the “Business”), which may be delayed or may not close at all due to the failure to obtain required regulatory approvals, or satisfy other closing conditions;
|
•
|
our ability to obtain financing for the Spectrum acquisition on favorable terms;
|
•
|
our ability to acquire and integrate businesses, and to realize the projected results of acquisitions, including our ability to promptly and effectively integrate the Business after the Spectrum acquisition has closed, and our ability to obtain expected cost savings, synergies and other anticipated benefits of the Spectrum acquisition within the expected timeframe;
|
•
|
the impact of the pending Spectrum acquisition on the respective business operations;
|
•
|
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;
|
•
|
the impact of raw materials and other commodity costs;
|
•
|
the impact of legislative changes or regulatory determinations or changes by federal, state and local, and foreign authorities, including customs and tariff determinations, as well as the impact of potential changes to tax laws, policies and regulations;
|
•
|
costs and reputational damage associated with cyber-attacks or information security breaches or other events;
|
•
|
the impact of advertising and product liability claims and other litigation; and
|
•
|
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.
|
|
|
For the Quarters Ended June 30,
|
||||||||||||||||||||||
(in millions, except per share data)
|
|
Earnings Before Income Taxes
|
|
Net Earnings
|
|
Diluted EPS
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Reported - GAAP
|
|
$
|
31.5
|
|
|
$
|
30.5
|
|
|
$
|
23.8
|
|
|
$
|
24.9
|
|
|
$
|
0.39
|
|
|
$
|
0.40
|
|
Impacts: Expense (Income)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisition and integration costs (1)
|
|
25.8
|
|
|
6.7
|
|
|
20.2
|
|
|
3.1
|
|
|
0.33
|
|
|
0.05
|
|
||||||
Acquisition withholding tax (2)
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||||
Gain on acquisition foreign currency contracts
|
|
(9.9
|
)
|
|
—
|
|
|
(7.2
|
)
|
|
—
|
|
|
(0.12
|
)
|
|
—
|
|
||||||
Gain on sale of real estate
|
|
(4.6
|
)
|
|
(1.7
|
)
|
|
(3.5
|
)
|
|
(1.3
|
)
|
|
(0.06
|
)
|
|
(0.02
|
)
|
||||||
One-time impact of the new U.S. tax legislation
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
||||||
Adjusted - Non-GAAP (3)
|
|
$
|
42.8
|
|
|
$
|
35.5
|
|
|
$
|
33.2
|
|
|
$
|
26.7
|
|
|
$
|
0.54
|
|
|
$
|
0.43
|
|
Weighted average shares - Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61.4
|
|
|
62.8
|
|
|
|
For the Nine Months Ended June 30,
|
||||||||||||||||||||||
(in millions, except per share data)
|
|
Earnings Before Income Taxes
|
|
Net Earnings
|
|
Diluted EPS
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Reported - GAAP
|
|
$
|
168.3
|
|
|
$
|
223.9
|
|
|
$
|
92.0
|
|
|
$
|
167.4
|
|
|
$
|
1.50
|
|
|
$
|
2.67
|
|
Impacts: Expense (Income)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spin restructuring
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(0.04
|
)
|
||||||
Acquisition and integration costs (1)
|
|
50.9
|
|
|
9.2
|
|
|
38.4
|
|
|
4.7
|
|
|
0.63
|
|
|
0.07
|
|
||||||
Acquisition withholding tax (2)
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
0.10
|
|
|
—
|
|
||||||
Gain on acquisition foreign currency contracts
|
|
(9.9
|
)
|
|
—
|
|
|
(7.2
|
)
|
|
—
|
|
|
(0.12
|
)
|
|
—
|
|
||||||
Gain on sale of real estate
|
|
(4.6
|
)
|
|
(16.9
|
)
|
|
(3.5
|
)
|
|
(16.5
|
)
|
|
(0.06
|
)
|
|
(0.26
|
)
|
||||||
One-time impact of the new U.S. tax legislation
|
|
—
|
|
|
—
|
|
|
30.6
|
|
|
—
|
|
|
0.50
|
|
|
—
|
|
||||||
Adjusted - Non-GAAP (4)
|
|
$
|
204.7
|
|
|
$
|
212.4
|
|
|
$
|
156.3
|
|
|
$
|
153.2
|
|
|
$
|
2.55
|
|
|
$
|
2.44
|
|
Weighted average shares - Diluted
|
|
|
|
|
|
|
|
|
|
61.4
|
|
|
62.8
|
|
Total Net Sales (In millions - Unaudited)
|
|
|
|
|
||||||||||
Quarter Ended June 30, 2018
|
|
|
|
|
||||||||||
Total Net Sales
|
|
Q3
|
|
% Chg
|
|
Nine Months
|
|
% Chg
|
||||||
Net sales - FY '17
|
|
$
|
372.0
|
|
|
|
|
$
|
1,290.6
|
|
|
|
||
Organic
|
|
19.7
|
|
|
5.3
|
%
|
|
32.2
|
|
|
2.5
|
%
|
||
Impact of currency
|
|
1.1
|
|
|
0.3
|
%
|
|
17.7
|
|
|
1.4
|
%
|
||
Net sales - FY '18
|
|
$
|
392.8
|
|
|
5.6
|
%
|
|
$
|
1,340.5
|
|
|
3.9
|
%
|
•
|
Organic net sales were up
5.3%
in the third fiscal quarter due to the following items:
|
◦
|
Distribution gains across both segments and increased volumes at existing customers, primarily in North America, contributed 3.5% to the organic increase;
|
◦
|
Favorable pricing across several markets increased net sales by 1.3%;
|
◦
|
Benefits from our portfolio optimization contributed 0.8% to the organic sales increase; and
|
◦
|
Partially offsetting the increase was the May 2017 divestiture of the non-core promotional sales business acquired with the 2016 auto care acquisition, which negatively impacted net sales by 0.3%. This is the final quarter that the divestiture will provide a negative year over year comparative.
|
•
|
Favorable currency impacts were
$1.1
, or
0.3%
.
|
•
|
Organic sales increased
2.5%
primarily driven by:
|
◦
|
Favorable pricing across several markets increased net sales by 2.0%;
|
◦
|
Distribution gains across both segments and increased volumes at existing customers, primarily in North America, contributed 0.6% to the organic increase;
|
◦
|
Investments made for our portfolio optimization in the back half of fiscal 2017 benefited our top-line in fiscal 2018 accounting for 0.8% of the organic sales increase; and
|
◦
|
Partially offsetting the increase was lapping of storm volume from prior year of 0.3% and the May 2017 divestiture of the non-core promotional sales business acquired with the 2016 auto care acquisition negatively impacted net sales by 0.6%.
|
|
Quarter Ended June 30, 2018
|
|
Nine Months Ended June 30, 2018
|
||||||||
|
$ Change
|
% Chg
|
|
$ Change
|
% Chg
|
|
|||||
Americas
|
|
|
|
|
|
||||||
Net sales - FY '17
|
$
|
228.6
|
|
|
|
$
|
812.2
|
|
|
||
Organic
|
15.4
|
|
6.7
|
%
|
|
28.9
|
|
3.6
|
%
|
||
Impact of currency
|
(2.7
|
)
|
(1.1
|
)%
|
|
(2.6
|
)
|
(0.4
|
)%
|
||
Net Sales - FY '18
|
$
|
241.3
|
|
5.6
|
%
|
|
$
|
838.5
|
|
3.2
|
%
|
|
|
|
|
|
|
||||||
International
|
|
|
|
|
|
||||||
Net sales - FY '17
|
$
|
143.4
|
|
|
|
$
|
478.4
|
|
|
||
Organic
|
4.3
|
|
3.0
|
%
|
|
3.3
|
|
0.7
|
%
|
||
Impact of currency
|
3.8
|
|
2.6
|
%
|
|
20.3
|
|
4.2
|
%
|
||
Net Sales - FY '18
|
$
|
151.5
|
|
5.6
|
%
|
|
$
|
502.0
|
|
4.9
|
%
|
|
|
|
|
|
|
||||||
Total Net Sales
|
|
|
|
|
|
||||||
Net sales - FY '17
|
$
|
372.0
|
|
|
|
$
|
1,290.6
|
|
|
||
Organic
|
19.7
|
|
5.3
|
%
|
|
32.2
|
|
2.5
|
%
|
||
Impact of currency
|
1.1
|
|
0.3
|
%
|
|
17.7
|
|
1.4
|
%
|
||
Net Sales - FY '18
|
$
|
392.8
|
|
5.6
|
%
|
|
$
|
1,340.5
|
|
3.9
|
%
|
|
Quarter Ended June 30, 2018
|
|
Nine Months Ended June 30, 2018
|
||||||||
|
$ Change
|
% Chg
|
|
$ Change
|
% Chg
|
||||||
Americas
|
|
|
|
|
|
||||||
Segment Profit - FY '17
|
$
|
53.6
|
|
|
|
$
|
237.2
|
|
|
||
Organic
|
8.9
|
|
16.6
|
%
|
|
4.2
|
|
1.8
|
%
|
||
Impact of currency
|
(2.1
|
)
|
(3.9
|
)%
|
|
(2.2
|
)
|
(1.0
|
)%
|
||
Segment Profit - FY '18
|
$
|
60.4
|
|
12.7
|
%
|
|
$
|
239.2
|
|
0.8
|
%
|
|
|
|
|
|
|
||||||
International
|
|
|
|
|
|
||||||
Segment Profit - FY '17
|
$
|
25.7
|
|
|
|
$
|
109.8
|
|
|
||
Organic
|
4.0
|
|
15.6
|
%
|
|
(7.5
|
)
|
(6.8
|
)%
|
||
Impact of currency
|
2.9
|
|
11.2
|
%
|
|
13.6
|
|
12.4
|
%
|
||
Segment Profit - FY '18
|
$
|
32.6
|
|
26.8
|
%
|
|
$
|
115.9
|
|
5.6
|
%
|
|
|
|
|
|
|
||||||
Total Segment Profit
|
|
|
|
|
|
||||||
Segment Profit - FY '17
|
$
|
79.3
|
|
|
|
$
|
347.0
|
|
|
||
Organic
|
12.9
|
|
16.3
|
%
|
|
(3.3
|
)
|
(1.0
|
)%
|
||
Impact of currency
|
0.8
|
|
1.0
|
%
|
|
11.4
|
|
3.3
|
%
|
||
Segment Profit - FY '18
|
$
|
93.0
|
|
17.3
|
%
|
|
$
|
355.1
|
|
2.3
|
%
|
|
For the Quarter Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
General corporate and other expenses
|
$
|
24.7
|
|
|
$
|
19.4
|
|
|
$
|
71.0
|
|
|
$
|
66.1
|
|
Global marketing expense
|
4.6
|
|
|
5.0
|
|
|
13.0
|
|
|
12.0
|
|
||||
General corporate and global marketing expense
|
$
|
29.3
|
|
|
$
|
24.4
|
|
|
$
|
84.0
|
|
|
$
|
78.1
|
|
% of Net Sales
|
7.5
|
%
|
|
6.6
|
%
|
|
6.3
|
%
|
|
6.1
|
%
|
•
|
Capital expenditures of
$17.2
and
$17.5
in the
nine months ended June 30, 2018
and 2017, respectively.
|
•
|
The current year expenditures were partially offset by proceeds from the sale of assets of
$6.1
in the current quarter.
|
•
|
The prior year expenditures were fully offset by proceeds from the sale of assets of
$27.2
. The proceeds were primarily related to the sale of a previously closed facility in the first quarter, office space in the second quarter and land in the third quarter of the prior year.
|
•
|
Net increase in debt with original maturities of 90 days or less of
$70.6
, primarily related to borrowings on our Revolving Facility;
|
•
|
Dividends paid of
$52.3
(see below);
|
•
|
Common stock repurchases of
$50.0
at an average price of
$44.41
per share (see below);
|
•
|
Payments of debt with maturities greater than 90 days of
$3.0
;
|
•
|
Taxes paid for withheld share-based payments of
$1.8
; and
|
•
|
Debt issuance costs of
$1.4
.
|
•
|
Dividends paid of
$52.1
;
|
•
|
Net increase in debt with original maturities of 90 days or less of
$40.7
, primarily related to borrowings on our Revolving Facility;
|
•
|
Common stock repurchases of
$9.3
;
|
•
|
Taxes paid for withheld share-based payments of
$8.2
;
|
•
|
Payments of debt with maturities greater than 90 days of
$3.0
; and
|
•
|
Debt issuance costs of $0.8.
|
|
Total
|
Less than 1 year
|
1 - 3 years
|
3 - 5 years
|
More than 5 years
|
||||||||||
Long term debt, including current maturities
|
$
|
989.0
|
|
$
|
4.0
|
|
$
|
8.0
|
|
$
|
377.0
|
|
$
|
600.0
|
|
Interest on long-term debt (1)
|
293.0
|
|
48.7
|
|
97.0
|
|
81.3
|
|
66.0
|
|
|||||
Notes payable
|
174.6
|
|
174.6
|
|
—
|
|
—
|
|
—
|
|
|||||
Operating leases
|
67.8
|
|
12.6
|
|
18.7
|
|
4.1
|
|
32.4
|
|
|||||
Pension plans (2)
|
5.0
|
|
5.0
|
|
—
|
|
—
|
|
—
|
|
|||||
Purchase obligations and other (3)
|
72.4
|
|
43.3
|
|
29.1
|
|
—
|
|
—
|
|
|||||
Mandatory transition tax
|
28.2
|
|
2.4
|
|
4.8
|
|
6.4
|
|
14.6
|
|
|||||
Total
|
$
|
1,630.0
|
|
$
|
290.6
|
|
$
|
157.6
|
|
$
|
468.8
|
|
$
|
713.0
|
|
•
|
the inability to successfully combine our respective businesses in a manner that permits us to achieve the cost savings, synergies and other anticipated benefits from the Acquisition;
|
•
|
the challenge of integrating complex systems, operating procedures, compliance programs, technology, networks and other assets of the Business in a manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;
|
•
|
difficulties in retaining key management and other key employees;
|
•
|
the challenge of managing the expanded operations of a significantly larger and more complex company and coordinating geographically separate organizations; and
|
•
|
potential unknown liabilities, liabilities that are significantly larger than we currently anticipate, and unforeseen increased expenses or delays associated with the Acquisition, including cash costs to integrate the two businesses that may exceed the cash costs that we currently anticipate.
|
Issuer Purchases of Equity Securities
|
|||||||||
Period
|
Total Number of Shares Purchased (1)
|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
Maximum Number That May Yet Be Purchased Under the Plans or Programs (2)
|
|||||
April 1 - April 30
|
—
|
|
$
|
—
|
|
—
|
|
4,151,623
|
|
May 1 - May 31
|
—
|
|
$
|
—
|
|
—
|
|
4,151,623
|
|
June 1 - June 30
|
170
|
|
$
|
61.09
|
|
—
|
|
4,151,623
|
|
Total
|
170
|
|
$
|
61.09
|
|
—
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
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).
|
|
|
|
|
Contribution Agreement by and between the Company and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated June 30, 2015 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed June 30, 2015).
|
|
|
|
|
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).
|
|
|
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2.7
**
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Acquisition Agreement, dated as of January 15, 2018, by and among the Company and Spectrum Brands Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed January 16, 2018).
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Third 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 January 29, 2018).
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Third 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 January 29, 2018).
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Indenture, dated July 6, 2018, by and among Energizer Gamma Acquisition, Inc., the Guarantors party thereto from time to time 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 July 9, 2018).
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Form of 6.375% Senior Notes due 2026 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed July 9, 2018).
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Indenture, dated July 6, 2018, by and among Energizer Gamma Acquisition B.V., the Guarantors party thereto from time to time and The Bank Of New York Mellon Trust Company, N.A., as Trustee and Registrar, the Bank of New York Mellon, London Branch, as Paying Agent (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed July 9, 2018).
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Form of 4.625% Senior Notes due 2026 (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed July 9, 2018).
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Amendment No. 3 to Credit Agreement, dated as of June 21, 2018, by and among Energizer Holdings, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 22, 2018).
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Commitment Letter, dated July 6, 2018, by and between Energizer Holdings, Inc. and Energizer Gamma Acquisition, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 9, 2018).
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Commitment Letter, dated July 6, 2018, by and between Energizer Holdings, Inc. and Energizer Gamma Acquisition B.V. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed July 9, 2018).
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10.4
*,***
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First Amendment to the Energizer Holdings, Inc. Deferred Compensation Plan.
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31(i)
*
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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.
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31(ii)
*
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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.
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32(i)
*
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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.
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32(ii)
*
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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.
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101
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Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following documents formatted in eXtensible Business Reporting Language (XBRL): (i) the unaudited Consolidated Statements of Earnings and Comprehensive Income, (ii) the unaudited Consolidated Balance Sheets, (iii) the unaudited Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements (Condensed). The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.”
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ENERGIZER HOLDINGS, INC.
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Registrant
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By:
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/s/ Timothy W. Gorman
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Timothy W. Gorman
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Executive Vice President and Chief Financial Officer
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Date:
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August 1, 2018
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1.
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I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Alan R. Hoskins
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Alan R. Hoskins
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Chief Executive Officer
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1.
|
I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting
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/s/ Timothy W. Gorman
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Timothy W. Gorman
|
Executive Vice President and Chief Financial Officer
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(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Alan R. Hoskins
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Alan R. Hoskins
|
Chief Executive Officer
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(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Timothy W. Gorman
|
Timothy W. Gorman
|
Executive Vice President and Chief Financial Officer
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