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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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Emerging growth company
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o
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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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16
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For the Years Ended September 30,
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||||||||||
(dollar amounts in millions)
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2018
|
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2017
|
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2016
|
||||||
Net Sales
|
|
|
|
|
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||||||
Batteries
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$
|
1,612.7
|
|
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$
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1,548.2
|
|
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$
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1,498.0
|
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Other
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185.0
|
|
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207.5
|
|
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136.2
|
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|||
Total net sales
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$
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1,797.7
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|
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$
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1,755.7
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|
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$
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1,634.2
|
|
•
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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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•
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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 Middle East and certain markets in Latin America;
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•
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legal and regulatory constraints, including tariffs and other trade barriers;
|
•
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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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•
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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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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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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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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 able to invest more in their business or use their available cash to pursue other opportunities, including acquisitions; and
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•
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limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise.
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•
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use cash that we may need in the future to operate our business;
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•
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incur large charges or substantial liabilities;
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•
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incur debt on terms unfavorable to us or that we are unable to repay; and
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•
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encounter difficulties retaining key employees of the acquired company.
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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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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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•
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our ability to complete the timely integration of organizations, operations, procedures, policies and technologies, as well as the harmonization of differences in the business cultures of Energizer and the acquired business and retention of key personnel;
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•
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our ability to minimize the diversion of management attention from ongoing business concerns during the process of integrating the acquired business into Energizer; and
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•
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our ability to preserve customer, supplier and other important relationships of both Energizer and the acquired business and resolve potential conflicts that may arise.
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•
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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 Spectrum acquisitions;
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•
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the challenge of integrating complex systems, operating procedures, compliance programs, technology, networks and other assets of the Spectrum acquisitions' businesses in a manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;
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•
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difficulties in retaining key management and other key employees;
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•
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the challenge of managing the expanded operations of a significantly larger and more complex company and coordinating geographically separate organizations; and
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•
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potential unknown liabilities, liabilities that are significantly larger than we currently anticipate, and unforeseen increased expenses or delays associated with the Spectrum acquisitions, including cash costs to integrate the two businesses that may exceed the cash costs that we currently anticipate.
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•
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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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restrictive covenants in our debt arrangements which could limit our operations and borrowing;
|
•
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the risk of a future credit ratings downgrade of our debt increasing future debt costs and limiting the future availability of debt financing;
|
•
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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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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 Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
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Maximum Number That May Yet Be Purchased Under the Plans or Programs
|
|||||
July 1, 2018 - July 31, 2018
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31,487
|
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$
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63.87
|
|
—
|
|
4,151,623
|
|
August 1, 2018 - August 31, 2018
|
250,075
|
|
$
|
63.95
|
|
250,000
|
|
3,901,623
|
|
September 1, 2018 - September 30, 2018
|
175,732
|
|
$
|
60.55
|
|
62,832
|
|
3,838,791
|
|
Total
|
457,294
|
|
$
|
62.64
|
|
312,832
|
|
|
|
|
6/12/15
|
|
9/30/15
|
|
9/30/16
|
|
9/30/17
|
|
9/30/18
|
|||||
Energizer Holdings, Inc.
|
|
100.0
|
|
|
111.3
|
|
|
147.2
|
|
|
138.8
|
|
|
179.5
|
|
S&P Midcap 400
|
|
100.0
|
|
|
90.3
|
|
|
104.1
|
|
|
122.4
|
|
|
139.8
|
|
S&P Household Products
|
|
100.0
|
|
|
94.9
|
|
|
118.7
|
|
|
122.1
|
|
|
118.7
|
|
|
For the Years Ended September 30,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Statements of Earnings Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,797.7
|
|
|
$
|
1,755.7
|
|
|
$
|
1,634.2
|
|
|
$
|
1,631.6
|
|
|
$
|
1,840.4
|
|
Depreciation and amortization
|
45.1
|
|
|
50.2
|
|
|
34.3
|
|
|
41.8
|
|
|
42.2
|
|
|||||
Earnings/(loss) before income taxes
|
175.2
|
|
|
273.3
|
|
|
165.7
|
|
|
(0.7
|
)
|
|
215.2
|
|
|||||
Income taxes
|
81.7
|
|
|
71.8
|
|
|
38.0
|
|
|
3.3
|
|
|
57.9
|
|
|||||
Net earnings/(loss)
|
$
|
93.5
|
|
|
$
|
201.5
|
|
|
$
|
127.7
|
|
|
$
|
(4.0
|
)
|
|
$
|
157.3
|
|
Earnings/(loss) per share: (a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.56
|
|
|
$
|
3.27
|
|
|
$
|
2.06
|
|
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
Diluted
|
$
|
1.52
|
|
|
$
|
3.22
|
|
|
$
|
2.04
|
|
|
$
|
(0.06
|
)
|
|
$
|
2.53
|
|
Average shares outstanding: (a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
59.8
|
|
|
61.7
|
|
|
61.9
|
|
|
62.2
|
|
|
62.2
|
|
|||||
Diluted
|
61.4
|
|
|
62.6
|
|
|
62.5
|
|
|
62.2
|
|
|
62.2
|
|
|||||
Dividend per common share (b)
|
$
|
1.16
|
|
|
$
|
1.10
|
|
|
$
|
1.00
|
|
|
$
|
0.25
|
|
|
$
|
—
|
|
|
At September 30,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital (c)
|
$
|
419.9
|
|
|
$
|
438.2
|
|
|
$
|
356.4
|
|
|
$
|
610.5
|
|
|
$
|
323.5
|
|
Property, plant and equipment, net
|
166.7
|
|
|
176.5
|
|
|
201.7
|
|
|
205.6
|
|
|
212.5
|
|
|||||
Total assets (d)
|
3,178.8
|
|
|
1,823.6
|
|
|
1,731.5
|
|
|
1,618.6
|
|
|
1,194.6
|
|
|||||
Long-term debt
|
976.1
|
|
|
978.5
|
|
|
981.7
|
|
|
984.3
|
|
|
—
|
|
|||||
Long-term debt held in escrow (e)
|
1,230.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(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. 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 $0.29 per share dividend in each quarter of 2018 for a total dividend of $1.16 per share, a $0.275 per share dividend in each quarter of 2017 for a total dividend of $1.10 per share, a $0.25 per share dividend in each quarter of 2016 for a total dividend of $1.00 per share, and a $0.25 per share dividend in the fourth quarter of 2015.
|
(c)
|
Working capital is current assets less current liabilities.
|
(d)
|
At September 30, 2018, total assets included $1.2 billion of restricted cash associated with the debt from the Spectrum battery acquisition which was funded into escrow on July 6, 2018.
|
(e)
|
This represents the debt related to the Spectrum battery acquisition which was funded into escrow on July 6, 2018.
|
•
|
market and economic conditions;
|
•
|
market trends in the categories in which we compete;
|
•
|
the success of new products and the ability to continually develop and market new products;
|
•
|
our ability to attract, retain and improve distribution with key customers;
|
•
|
our ability to continue planned advertising and other promotional spending;
|
•
|
our ability to timely execute strategic initiatives, including restructurings, and international go-to-market changes in a manner that will positively impact our financial condition and results of operations and does not disrupt our business operations;
|
•
|
the impact of strategic initiatives, including restructurings, on our relationships with employees, customers and vendors;
|
•
|
our ability to maintain and improve market share in the categories in which we operate despite heightened competitive pressure;
|
•
|
our ability to improve operations and realize cost savings;
|
•
|
the impact of foreign currency exchange rates and currency controls, as well as offsetting hedges;
|
•
|
the impact of raw materials and other commodity costs;
|
•
|
the impact of legislative changes or regulatory determinations or changes by federal, state and local, and foreign authorities, 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;
|
•
|
our ability to acquire and integrate businesses, and to realize the projected results of acquisitions, including our ability to achieve the anticipated cost savings, synergies, and other anticipated benefits;
|
•
|
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 Years Ended September 30,
|
||||||||||||||||||||||||||||||||||
|
|
Earnings Before
Income Taxes
|
|
Net Earnings
|
|
Diluted EPS
|
||||||||||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Reported - GAAP
|
|
$
|
175.2
|
|
|
$
|
273.3
|
|
|
$
|
165.7
|
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
|
$
|
127.7
|
|
|
$
|
1.52
|
|
|
$
|
3.22
|
|
|
$
|
2.04
|
|
Impacts: Expense (Income)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Acquisition and integration (1)
|
|
84.6
|
|
|
8.4
|
|
|
19.3
|
|
|
61.6
|
|
|
4.2
|
|
|
14.0
|
|
|
1.00
|
|
|
0.06
|
|
|
0.22
|
|
|||||||||
Acquisition withholding tax (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
0.10
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement loss on Canadian pension plan termination (3)
|
|
14.1
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
0.17
|
|
|
—
|
|
|
—
|
|
|||||||||
Gain on sale of real estate
|
|
(4.6
|
)
|
|
(16.9
|
)
|
|
—
|
|
|
(3.5
|
)
|
|
(16.5
|
)
|
|
—
|
|
|
(0.06
|
)
|
|
(0.26
|
)
|
|
—
|
|
|||||||||
Restructuring (4)
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
0.05
|
|
|||||||||
Spin costs (5)
|
|
—
|
|
|
—
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
|
0.11
|
|
|||||||||
Spin restructuring
|
|
—
|
|
|
(3.8
|
)
|
|
5.8
|
|
|
—
|
|
|
(2.4
|
)
|
|
4.2
|
|
|
—
|
|
|
(0.04
|
)
|
|
0.07
|
|
|||||||||
One-time impact of the new U.S. Tax Legislation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.1
|
|
|
—
|
|
|
—
|
|
|
0.64
|
|
|
—
|
|
|
—
|
|
|||||||||
Income tax adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.18
|
)
|
|||||||||
Adjusted - Non-GAAP (6)
|
|
$
|
269.3
|
|
|
$
|
261.0
|
|
|
$
|
206.1
|
|
|
$
|
207.1
|
|
|
$
|
186.8
|
|
|
$
|
144.6
|
|
|
$
|
3.37
|
|
|
$
|
2.98
|
|
|
$
|
2.31
|
|
Weighted average shares - Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61.4
|
|
|
62.6
|
|
|
62.5
|
|
|
|
For the Years Ended September 30,
|
||||||||||||||||
|
|
2018
|
|
% Chg
|
|
2017
|
|
% Chg
|
|
2016
|
||||||||
Net sales - prior year
|
|
$
|
1,755.7
|
|
|
|
|
$
|
1,634.2
|
|
|
|
|
$
|
1,631.6
|
|
||
Organic
|
|
22.5
|
|
|
1.3
|
%
|
|
49.9
|
|
|
3.1
|
%
|
|
49.8
|
|
|||
Impact of acquisitions
|
|
2.3
|
|
|
0.1
|
%
|
|
83.1
|
|
|
5.1
|
%
|
|
32.3
|
|
|||
Change in Argentina operations *
|
|
(1.9
|
)
|
|
(0.1
|
)%
|
|
2.6
|
|
|
0.2
|
%
|
|
(3.5
|
)
|
|||
International Go-to-Market
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(14.7
|
)
|
|||
Change in Venezuela operations
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(8.5
|
)
|
|||
Impact of currency
|
|
19.1
|
|
|
1.1
|
%
|
|
(14.1
|
)
|
|
(1.0
|
)%
|
|
(52.8
|
)
|
|||
Net sales - current year
|
|
$
|
1,797.7
|
|
|
2.4
|
%
|
|
$
|
1,755.7
|
|
|
7.4
|
%
|
|
$
|
1,634.2
|
|
•
|
Favorable pricing across several markets increased net sales by 1.5%;
|
•
|
Investments made for our portfolio optimization in the back half of fiscal 2017 benefited our top-line in fiscal 2018 accounting for 0.7% of the organic sales increase;
|
•
|
Distribution gains across both segments and increased volumes at existing customers, primarily in North America, contributed 0.4% to the organic increase; and
|
•
|
Partially offsetting the increase was lapping of storm volume from prior year of 0.9% and the May 2017 divestiture of the non-core promotional sales business acquired with the 2016 auto care acquisition negatively impacted net sales by 0.4%.
|
•
|
The carryover benefit of new distribution and shelf space gains of approximately 2%;
|
•
|
Improved pricing across several markets of approximately 1%;
|
•
|
The impact of U.S. hurricane volume of approximately 1%;
|
•
|
Partially offset by investments made related to our portfolio optimization of approximately 1%.
|
|
|
For the Years Ended September 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Other items, net
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
(1.4
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(2.3
|
)
|
Acquisition interest income (1)
|
|
(5.2
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency exchange loss
|
|
8.1
|
|
|
4.7
|
|
|
0.1
|
|
|||
Pension benefit other than service costs
|
|
(6.3
|
)
|
|
(11.7
|
)
|
|
(8.8
|
)
|
|||
Settlement loss on Canadian pension plan termination (2)
|
|
14.1
|
|
|
—
|
|
|
—
|
|
|||
Acquisition foreign currency gains (3)
|
|
(15.2
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on sale of promotional business (4)
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|||
Other
|
|
(0.7
|
)
|
|
0.7
|
|
|
1.9
|
|
|||
Total Other items, net
|
|
$
|
(6.6
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
(9.1
|
)
|
Segment Net Sales
|
|
For the Years Ended September 30,
|
||||||||||||||||
|
|
2018
|
|
% Chg
|
|
2017
|
|
% Chg
|
|
2016
|
||||||||
Americas
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
1,111.8
|
|
|
|
|
$
|
1,002.0
|
|
|
|
|
$
|
956.4
|
|
||
Organic
|
|
20.5
|
|
|
1.8
|
%
|
|
34.1
|
|
|
3.4
|
%
|
|
42.7
|
|
|||
International Go-to-Market
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(2.0
|
)
|
|||
Change in Venezuela results
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(8.5
|
)
|
|||
Impact of acquisitions
|
|
2.2
|
|
|
0.2
|
%
|
|
74.2
|
|
|
7.4
|
%
|
|
29.3
|
|
|||
Change in Argentina operations *
|
|
(1.9
|
)
|
|
(0.2
|
)%
|
|
2.6
|
|
|
0.3
|
%
|
|
(3.5
|
)
|
|||
Impact of currency
|
|
3.0
|
|
|
0.3
|
%
|
|
(1.1
|
)
|
|
(0.1
|
)%
|
|
(12.4
|
)
|
|||
Net sales - current year
|
|
$
|
1,135.6
|
|
|
2.1
|
%
|
|
$
|
1,111.8
|
|
|
11.0
|
%
|
|
$
|
1,002.0
|
|
International
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
643.9
|
|
|
|
|
$
|
632.2
|
|
|
|
|
$
|
675.2
|
|
||
Organic
|
|
2.0
|
|
|
0.3
|
%
|
|
15.8
|
|
|
2.5
|
%
|
|
7.1
|
|
|||
International Go-to-Market
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(12.7
|
)
|
|||
Impact of acquisitions
|
|
0.1
|
|
|
—
|
%
|
|
8.9
|
|
|
1.4
|
%
|
|
3.0
|
|
|||
Impact of currency
|
|
16.1
|
|
|
2.5
|
%
|
|
(13.0
|
)
|
|
(2.0
|
)%
|
|
(40.4
|
)
|
|||
Net sales - current year
|
|
$
|
662.1
|
|
|
2.8
|
%
|
|
$
|
643.9
|
|
|
1.9
|
%
|
|
$
|
632.2
|
|
Total Net Sales
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
1,755.7
|
|
|
|
|
$
|
1,634.2
|
|
|
|
|
$
|
1,631.6
|
|
||
Organic
|
|
22.5
|
|
|
1.3
|
%
|
|
49.9
|
|
|
3.1
|
%
|
|
49.8
|
|
|||
International Go-to-Market
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(14.7
|
)
|
|||
Change in Venezuela results
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(8.5
|
)
|
|||
Impact of acquisitions
|
|
2.3
|
|
|
0.1
|
%
|
|
83.1
|
|
|
5.1
|
%
|
|
32.3
|
|
|||
Change in Argentina operations *
|
|
(1.9
|
)
|
|
(0.1
|
)%
|
|
2.6
|
|
|
0.2
|
%
|
|
(3.5
|
)
|
|||
Impact of currency
|
|
19.1
|
|
|
1.1
|
%
|
|
(14.1
|
)
|
|
(1.0
|
)%
|
|
(52.8
|
)
|
|||
Net sales - current year
|
|
$
|
1,797.7
|
|
|
2.4
|
%
|
|
$
|
1,755.7
|
|
|
7.4
|
%
|
|
$
|
1,634.2
|
|
•
|
Americas net sales improved
2.1%
versus the prior fiscal year, inclusive of a
0.2%
decline due to our Argentina operations. The Nu Finish acquisition improved net sales by
0.2%
and currency had a favorable impact on sales of
0.3%
. Excluding the impact of Argentina, currency movement and the acquisition, organic net sales increased
1.8%
due primarily to distribution gains, increased volumes, favorable pricing and the favorable net impact of our portfolio optimization. These amounts were partially offset by retailer merchandising changes, lower year-over-year storm volume and the May 2017 divestiture of the non-core promotional sales business acquired with the 2016 auto care acquisition.
|
•
|
International net sales improved
2.8%
versus the prior fiscal year, inclusive of a
2.5%
improvement due to
|
•
|
Americas net sales increased
11.0%
versus the prior fiscal year, inclusive of a
0.1%
decline due to unfavorable currency movements. Changes in Argentina operations had a favorable impact on net sales of
$2.6
, or
0.3%
. The 2016 auto care acquisition improved net sales by
7.4%
. Excluding the impact of currency movements, Argentina and 2016 the auto care acquisition, organic net sales increased
3.4%
as a result of hurricane activity in the U.S. combined with the benefits of carryover distribution and shelf space gains and strong holiday activity. Partially offsetting these gains were investments made during the third and fourth quarter related to our portfolio optimization and the divestiture of the ad specialty business, which was acquired as part of the 2016 auto care acquisition, in May 2017.
|
•
|
International net sales improved
1.9%
versus the prior fiscal year, inclusive of a
2.0%
decrease due to unfavorable currency movements. The 2016 auto care acquisition improved net sales by
1.4%
. Excluding the impact of currency movements and the acquisition, organic net sales improved
2.5%
driven primarily by improved pricing in certain markets as well as distribution gains and the timing of holiday activity. Offsetting some of the increase was competitive conditions and unfavorable mix in several markets, most notably Australia, during the first three quarters of fiscal 2017.
|
Segment Profit
|
|
For the Years Ended September 30,
|
||||||||||||||||
|
|
2018
|
|
% Chg
|
|
2017
|
|
% Chg
|
|
2016
|
||||||||
Americas
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
|
$
|
310.0
|
|
|
|
|
$
|
266.5
|
|
|
|
|
$
|
255.3
|
|
||
Organic
|
|
13.7
|
|
|
4.4
|
%
|
|
23.9
|
|
|
9.0
|
%
|
|
11.3
|
|
|||
International Go-to-Market
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
2.5
|
|
|||
Change in Venezuela results
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(2.5
|
)
|
|||
Impact of acquisitions
|
|
0.9
|
|
|
0.3
|
%
|
|
20.4
|
|
|
7.7
|
%
|
|
7.8
|
|
|||
Change in Argentina operations *
|
|
(0.6
|
)
|
|
(0.2
|
)%
|
|
—
|
|
|
—
|
%
|
|
0.3
|
|
|||
Impact of currency
|
|
2.1
|
|
|
0.7
|
%
|
|
(0.8
|
)
|
|
(0.4
|
)%
|
|
(8.2
|
)
|
|||
Segment Profit - current year
|
|
$
|
326.1
|
|
|
5.2
|
%
|
|
$
|
310.0
|
|
|
16.3
|
%
|
|
$
|
266.5
|
|
International
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
|
$
|
143.0
|
|
|
|
|
$
|
121.7
|
|
|
|
|
$
|
136.2
|
|
||
Organic
|
|
(3.7
|
)
|
|
(2.6
|
)%
|
|
22.6
|
|
|
18.6
|
%
|
|
13.8
|
|
|||
International Go-to-Market
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(0.8
|
)
|
|||
Impact of acquisitions
|
|
—
|
|
|
—
|
%
|
|
5.1
|
|
|
4.2
|
%
|
|
1.7
|
|
|||
Impact of currency
|
|
10.3
|
|
|
7.2
|
%
|
|
(6.4
|
)
|
|
(5.3
|
)%
|
|
(29.2
|
)
|
|||
Segment Profit - current year
|
|
$
|
149.6
|
|
|
4.6
|
%
|
|
$
|
143.0
|
|
|
17.5
|
%
|
|
$
|
121.7
|
|
Total Segment Profit
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
|
$
|
453.0
|
|
|
|
|
$
|
388.2
|
|
|
|
|
$
|
391.5
|
|
||
Organic
|
|
10.0
|
|
|
2.2
|
%
|
|
46.5
|
|
|
12.0
|
%
|
|
25.1
|
|
|||
International Go-to-Market
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
1.7
|
|
|||
Change in Venezuela results
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(2.5
|
)
|
|||
Impact of acquisitions
|
|
0.9
|
|
|
0.2
|
%
|
|
25.5
|
|
|
6.6
|
%
|
|
9.5
|
|
|||
Change in Argentina operations *
|
|
(0.6
|
)
|
|
(0.1
|
)%
|
|
—
|
|
|
—
|
%
|
|
0.3
|
|
|||
Impact of currency
|
|
12.4
|
|
|
2.7
|
%
|
|
(7.2
|
)
|
|
(1.9
|
)%
|
|
(37.4
|
)
|
|||
Segment Profit - current year
|
|
$
|
475.7
|
|
|
5.0
|
%
|
|
$
|
453.0
|
|
|
16.7
|
%
|
|
$
|
388.2
|
|
•
|
Americas segment profit was
$326.1
, an increase of $16.1, or
5.2%
, versus the prior fiscal year inclusive of the positive
$2.1
impact of currency movements and
$0.9
increase due to the Nu Finish acquisition. These increases were partially offset by
$0.6
of unfavorable changes in Argentina operations. Excluding the impact of currency movements, the acquisition, and changes in Argentina operations, segment profit increased
$13.7
, or
4.4%
. This increase was driven by top-line growth noted above as well as favorable gross margin improvement. In addition, lower A&P and Marketing & Selling expense contributed to the increased segment profit due to the higher spending in fiscal 2017 in support of our portfolio optimization and the launch of our improved Energizer Max offering.
|
•
|
International segment profit was
$149.6
, an increase of $6.6, or
4.6%
, versus the prior fiscal year inclusive of the positive
$10.3
impact of currency movements. Excluding the impact of currency movements, segment profit
|
•
|
The Americas segment profit was
$310.0
, an increase of $43.5 or
16.3%
, versus the prior fiscal year inclusive of the positive
$20.4
impact of the 2016 auto care acquisition. Unfavorable foreign currency movements reduced segment profit by
$0.8
, or
0.4%
. Excluding these items, segment profit increased
$23.9
, or
9.0%
, driven by top-line growth noted above as well as favorable gross margin slightly offset by increased A&P spend and higher Marketing & Selling expense driven by higher net sales.
|
•
|
International segment profit was
$143.0
, an increase of $21.3, or
17.5%
, versus the prior fiscal year inclusive of the negative
$6.4
impact of currency movements. The 2016 auto care acquisition increased segment profit by
$5.1
, or
4.2%
. Excluding these items, segment profit increased
$22.6
, or
18.6%
, driven by top-line growth noted above, favorable gross margin and A&P, slightly offset by increased overhead spending.
|
GENERAL CORPORATE
|
|
For the Years Ended September 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
General corporate and other expenses
|
|
$
|
97.3
|
|
|
$
|
92.5
|
|
|
$
|
89.6
|
|
Global marketing expenses
|
|
19.0
|
|
|
21.5
|
|
|
19.1
|
|
|||
Total
|
|
$
|
116.3
|
|
|
$
|
114.0
|
|
|
$
|
108.7
|
|
% of net sales
|
|
6.5
|
%
|
|
6.5
|
%
|
|
6.7
|
%
|
•
|
Capital expenditures were
$24.2
,
$25.2
, and
$28.7
in fiscal years
2018
,
2017
and
2016
, respectively.
|
•
|
Proceeds from asset sales were
$6.1
,
$27.2
and
$1.5
in fiscal 2018, 2017 and 2016, respectively. The fiscal 2018 proceeds were related to the sale of a previously closed manufacturing facility and the fiscal 2017 proceeds were related to the sales of a previously closed facility, office space and land.
|
•
|
Acquisitions, net of cash acquired, were $38.1 in fiscal 2018 for the purchase of Nu Finish and
$344.0
in fiscal 2016 for the purchase of the 2016 auto care business.
|
•
|
Cash proceeds from issuance of debt with original maturities greater than 90 days of
$1,259.9
representing the funds currently held in escrow for the Spectrum battery acquisition;
|
•
|
Payments on debt with maturities greater than 90 days representing the quarterly principal payments on the seven-year $400.0 senior secured term loan B facility (Term Loan);
|
•
|
Increase on debt with maturities of 90 days or less of $
143.4
representing the increase in notes payable and our Revolving Facility;
|
•
|
Dividends paid of
$70.0
during fiscal 2018 (see below);
|
•
|
Purchase of treasury stock representing the cash paid for stock repurchases under the current authorization during the twelve months ended September 30, 2018 (see below);
|
•
|
Taxes paid for withheld share-based payments of $10.4; and
|
•
|
Debt issuance costs of $
22.6
related the escrowed bonds for the Spectrum battery acquisition.
|
•
|
Payments on debt with maturities greater than 90 days representing the quarterly principal payments on the seven-year $400.0 senior secured term loan B facility (Term Loan);
|
•
|
Increase on debt with maturities of 90 days or less of $36.5 representing the increase in notes payable and our Revolving Facility;
|
•
|
Dividends paid of $69.1 during fiscal 2017 (see below);
|
•
|
Purchase of treasury stock representing the cash paid for stock repurchases under the current authorization during the twelve months ended September 30, 2017 (see below);
|
•
|
Taxes paid for withheld share-based payments of $10.0; and
|
•
|
Debt issuance costs of $0.8.
|
•
|
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 2016 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 restricted stock equivalent awards (RSEAs) upon vesting.
|
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term debt, including current maturities
|
|
$
|
988.0
|
|
|
$
|
4.0
|
|
|
$
|
8.0
|
|
|
$
|
376.0
|
|
|
$
|
600.0
|
|
Long-term debt held in escrow
|
|
1,254.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,254.2
|
|
|||||
Interest on long-term debt (1) (2)
|
|
792.3
|
|
|
107.5
|
|
|
213.9
|
|
|
204.7
|
|
|
266.2
|
|
|||||
Notes payable
|
|
247.3
|
|
|
247.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
|
61.6
|
|
|
12.3
|
|
|
17.7
|
|
|
5.3
|
|
|
26.3
|
|
|||||
Pension plans (3)
|
|
4.8
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations and other (4)
|
|
60.2
|
|
|
42.6
|
|
|
17.6
|
|
|
—
|
|
|
—
|
|
|||||
Mandatory transition tax
|
|
33.1
|
|
|
—
|
|
|
5.8
|
|
|
5.7
|
|
|
21.6
|
|
|||||
Total
|
|
$
|
3,408.4
|
|
|
$
|
418.5
|
|
|
$
|
257.2
|
|
|
$
|
586.0
|
|
|
$
|
2,146.7
|
|
(1)
|
The above table is based upon the debt balance and LIBOR rate on drawn debt as of
September 30, 2018
. Energizer has entered into two interest rate swap agreements that fixed the variable benchmark component (LIBOR) on (1) $200.0 of Energizer's variable rate debt through June 2022 at an interest rate of 2.03% and (2) up to $400.0 of variable rate debt at an interest rate of
2.47%
. At the effective date, the second swap has a notional value of
$400.0
. Beginning April 1, 2019, the notional amount decreases
$50.0
each quarter until its termination date of December 31, 2020.
|
(2)
|
Excluded from the above table are commitment fees associated with the unfunded Term Loans and Revolver related to the Spectrum battery acquisition. At 9/30/18, we are committed to pay approximately $5 a month until the Term Loans are funded at the closing of the Spectrum battery acquisition.
|
(3)
|
Globally, total pension contributions for the Company in the next year are estimated to be $
4.8
. The projected payments beyond fiscal year 2019 are not currently estimable.
|
(4)
|
Included in the table above are future purchase commitments for goods and services which are legally binding and that specify all significant terms including price and/or quantity.
|
•
|
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 is 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, or impacts to the obligation that are due to changes to assumptions, 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 in conjunction with the cash flows of its plans’ estimated payouts. For the U.S. plans, which were frozen January 1, 2014 and represent the Company’s most significant obligations, we consider the Mercer Above-Mean yield curve in determining the discount rates.
|
•
|
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 Statements of Shareholders' Equity/(Deficit)
|
|
Notes to Consolidated Financial Statements
|
|
|
FOR THE YEARS ENDED
SEPTEMBER 30,
|
||||||||||
Statement of Earnings
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
$
|
1,797.7
|
|
|
$
|
1,755.7
|
|
|
$
|
1,634.2
|
|
Cost of products sold
|
|
966.8
|
|
|
944.4
|
|
|
921.8
|
|
|||
Gross profit
|
|
830.9
|
|
|
811.3
|
|
|
712.4
|
|
|||
Selling, general and administrative expense
|
|
421.7
|
|
|
361.3
|
|
|
361.4
|
|
|||
Advertising and sales promotion expense
|
|
112.9
|
|
|
116.1
|
|
|
102.4
|
|
|||
Research and development expense
|
|
22.4
|
|
|
22.0
|
|
|
26.6
|
|
|||
Amortization of intangible assets
|
|
11.5
|
|
|
11.2
|
|
|
2.8
|
|
|||
Spin restructuring
|
|
—
|
|
|
(3.8
|
)
|
|
5.8
|
|
|||
Restructuring
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|||
Gain on sale of real estate
|
|
(4.6
|
)
|
|
(16.9
|
)
|
|
—
|
|
|||
Interest expense
|
|
98.4
|
|
|
53.1
|
|
|
54.3
|
|
|||
Other items, net
|
|
(6.6
|
)
|
|
(5.0
|
)
|
|
(9.1
|
)
|
|||
Earnings before income taxes
|
|
175.2
|
|
|
273.3
|
|
|
165.7
|
|
|||
Income tax provision
|
|
81.7
|
|
|
71.8
|
|
|
38.0
|
|
|||
Net earnings
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
|
$
|
127.7
|
|
Earnings Per Share
|
|
|
|
|
|
|
||||||
Basic net earnings per share
|
|
$
|
1.56
|
|
|
$
|
3.27
|
|
|
$
|
2.06
|
|
Diluted net earnings per share
|
|
$
|
1.52
|
|
|
$
|
3.22
|
|
|
$
|
2.04
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares of common stock - Basic
|
|
59.8
|
|
|
61.7
|
|
|
61.9
|
|
|||
Weighted average shares of common stock- Diluted
|
|
61.4
|
|
|
62.6
|
|
|
62.5
|
|
|||
|
|
|
|
|
|
|
||||||
Dividend Per Common Share
|
|
$
|
1.16
|
|
|
$
|
1.10
|
|
|
$
|
1.00
|
|
|
|
|
|
|
|
|
||||||
Statement of Comprehensive Income
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
|
$
|
127.7
|
|
Other comprehensive income/(loss), net of tax expense/(benefit)
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(20.5
|
)
|
|
6.3
|
|
|
10.2
|
|
|||
Pension activity, net of tax of $6.3 in 2018, $9.0 in 2017 and
($6.2) in 2016
|
|
22.9
|
|
|
20.5
|
|
|
(20.1
|
)
|
|||
Deferred gain/(loss) on hedging activity, net of tax of $4.4 in
2018, $1.7 in 2017 and ($3.2) in 2016
|
|
15.0
|
|
|
0.5
|
|
|
(6.9
|
)
|
|||
Total comprehensive income
|
|
$
|
110.9
|
|
|
$
|
228.8
|
|
|
$
|
110.9
|
|
|
|
SEPTEMBER 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
522.1
|
|
|
$
|
378.0
|
|
Trade receivables, net
|
|
230.4
|
|
|
230.2
|
|
||
Inventories
|
|
323.1
|
|
|
317.1
|
|
||
Other current assets
|
|
95.5
|
|
|
94.9
|
|
||
Total current assets
|
|
1,171.1
|
|
|
1,020.2
|
|
||
Restricted cash
|
|
1,246.2
|
|
|
—
|
|
||
Property, plant and equipment, net
|
|
166.7
|
|
|
176.5
|
|
||
Goodwill
|
|
244.2
|
|
|
230.0
|
|
||
Other intangible assets, net
|
|
232.7
|
|
|
223.8
|
|
||
Deferred tax asset
|
|
36.9
|
|
|
47.7
|
|
||
Other assets
|
|
81.0
|
|
|
125.4
|
|
||
Total assets
|
|
$
|
3,178.8
|
|
|
$
|
1,823.6
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
4.0
|
|
|
$
|
4.0
|
|
Notes payable
|
|
247.3
|
|
|
104.1
|
|
||
Accounts payable
|
|
228.9
|
|
|
219.3
|
|
||
Other current liabilities
|
|
271.0
|
|
|
254.6
|
|
||
Total current liabilities
|
|
751.2
|
|
|
582.0
|
|
||
Long-term debt
|
|
976.1
|
|
|
978.5
|
|
||
Long-term debt held in escrow
|
|
1,230.7
|
|
|
—
|
|
||
Other liabilities
|
|
196.3
|
|
|
178.0
|
|
||
Total liabilities
|
|
3,154.3
|
|
|
1,738.5
|
|
||
Shareholders' equity
|
|
|
|
|
||||
Common stock, $0.01 par value, 62,420,421 and 62,420,421 shares
|
|
|
|
|
||||
issued at 2018 and 2017, respectively
|
|
0.6
|
|
|
0.6
|
|
||
Additional paid-in capital
|
|
217.8
|
|
|
196.7
|
|
||
Retained earnings
|
|
177.3
|
|
|
198.7
|
|
||
Common stock in treasury, at cost, 2,812,320 and 1,711,858 shares
|
|
|
|
|
||||
in 2018 and 2017, respectively
|
|
(129.4
|
)
|
|
(72.1
|
)
|
||
Accumulated other comprehensive loss
|
|
(241.8
|
)
|
|
(238.8
|
)
|
||
Total shareholders' equity
|
|
24.5
|
|
|
85.1
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
3,178.8
|
|
|
$
|
1,823.6
|
|
|
|
FOR THE YEARS ENDED SEPTEMBER 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flow from Operating Activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
|
$
|
127.7
|
|
Adjustments to reconcile net earnings to net cash flow from operations:
|
|
|
|
|
|
|
||||||
Non-cash restructuring (income)/costs
|
|
—
|
|
|
(2.5
|
)
|
|
4.9
|
|
|||
Depreciation and amortization
|
|
45.1
|
|
|
50.2
|
|
|
34.3
|
|
|||
Deferred income taxes
|
|
1.8
|
|
|
(4.4
|
)
|
|
4.2
|
|
|||
Share based compensation expense
|
|
28.2
|
|
|
24.3
|
|
|
20.4
|
|
|||
Gain on sale of real estate
|
|
(4.6
|
)
|
|
(16.9
|
)
|
|
—
|
|
|||
Mandatory transition tax
|
|
33.1
|
|
|
—
|
|
|
—
|
|
|||
Settlement loss on the Canadian pension plan termination
|
|
14.1
|
|
|
—
|
|
|
—
|
|
|||
Non-cash items included in income, net
|
|
7.8
|
|
|
6.2
|
|
|
13.1
|
|
|||
Other, net
|
|
(4.7
|
)
|
|
(28.7
|
)
|
|
(22.0
|
)
|
|||
Changes in assets and liabilities used in operations, net of acquisitions
|
|
|
|
|
|
|
||||||
Increase in trade receivables, net
|
|
(1.1
|
)
|
|
(43.7
|
)
|
|
(4.1
|
)
|
|||
(Increase)/decrease in inventories
|
|
(12.1
|
)
|
|
(30.7
|
)
|
|
11.9
|
|
|||
Decrease in other current assets
|
|
2.8
|
|
|
20.8
|
|
|
10.4
|
|
|||
Increase in accounts payable
|
|
4.4
|
|
|
13.4
|
|
|
43.7
|
|
|||
Increase/(decrease) in other current liabilities
|
|
20.4
|
|
|
7.7
|
|
|
(50.6
|
)
|
|||
Net cash flow from operating activities
|
|
228.7
|
|
|
197.2
|
|
|
193.9
|
|
|||
Cash Flow from Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(24.2
|
)
|
|
(25.2
|
)
|
|
(28.7
|
)
|
|||
Proceeds from sale of assets
|
|
6.1
|
|
|
27.2
|
|
|
1.5
|
|
|||
Acquisitions, net of cash acquired
|
|
(38.1
|
)
|
|
—
|
|
|
(344.0
|
)
|
|||
Net cash (used by)/from investing activities
|
|
(56.2
|
)
|
|
2.0
|
|
|
(371.2
|
)
|
|||
Cash Flow from Financing Activities
|
|
|
|
|
|
|
||||||
Cash proceeds from issuance of debt with maturities greater than 90 days
|
|
1,259.9
|
|
|
—
|
|
|
—
|
|
|||
Payments on debt with maturities greater than 90 days
|
|
(4.0
|
)
|
|
(4.0
|
)
|
|
(3.0
|
)
|
|||
Net increase in debt with maturities 90 days or less
|
|
143.4
|
|
|
36.5
|
|
|
58.9
|
|
|||
Dividends paid
|
|
(70.0
|
)
|
|
(69.1
|
)
|
|
(62.7
|
)
|
|||
Debt issuance costs
|
|
(22.6
|
)
|
|
(0.8
|
)
|
|
(1.6
|
)
|
|||
Common stock purchased
|
|
(70.0
|
)
|
|
(59.5
|
)
|
|
(31.8
|
)
|
|||
Excess tax benefits from share-based payments
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||
Taxes paid for withheld share-based payments
|
|
(10.4
|
)
|
|
(10.0
|
)
|
|
(6.2
|
)
|
|||
Net cash from/(used by) financing activities
|
|
1,226.3
|
|
|
(106.9
|
)
|
|
(45.4
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(8.5
|
)
|
|
(1.6
|
)
|
|
7.9
|
|
|||
Net increase/(decrease) in cash, cash equivalents, and restricted cash
|
|
1,390.3
|
|
|
90.7
|
|
|
(214.8
|
)
|
|||
Cash, cash equivalents, and restricted cash, beginning of period
|
|
378.0
|
|
|
287.3
|
|
|
502.1
|
|
|||
Cash, cash equivalents, and restricted cash, end of period
|
|
$
|
1,768.3
|
|
|
$
|
378.0
|
|
|
$
|
287.3
|
|
|
Common Shares Outstanding
|
Common Stock
|
Additional Paid-in Capital
|
Retained Earnings
|
Accumulated Other Comprehensive (Loss)/Income
|
Treasury Stock
|
Total Shareholders' Equity/(Deficit)
|
|||||||||||||
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
|
)
|
Net earnings
|
|
|
—
|
|
—
|
|
201.5
|
|
—
|
|
—
|
|
201.5
|
|
||||||
Share based payments
|
|
|
—
|
|
24.3
|
|
—
|
|
—
|
|
—
|
|
24.3
|
|
||||||
Common stock purchased
|
(1,389
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(58.7
|
)
|
(58.7
|
)
|
||||||
Activity under stock plans
|
425
|
|
—
|
|
(22.2
|
)
|
(4.4
|
)
|
—
|
|
16.6
|
|
(10.0
|
)
|
||||||
Dividends to shareholders
|
|
|
—
|
|
—
|
|
(69.3
|
)
|
—
|
|
—
|
|
(69.3
|
)
|
||||||
Other comprehensive income
|
|
|
—
|
|
—
|
|
—
|
|
27.3
|
|
—
|
|
27.3
|
|
||||||
Balance, September 30, 2017
|
60,709
|
|
$
|
0.6
|
|
$
|
196.7
|
|
$
|
198.7
|
|
$
|
(238.8
|
)
|
$
|
(72.1
|
)
|
$
|
85.1
|
|
Net earnings
|
—
|
|
—
|
|
—
|
|
93.5
|
|
—
|
|
—
|
|
93.5
|
|
||||||
Adoption of ASU 2016-16
|
—
|
|
—
|
|
—
|
|
(59.2
|
)
|
—
|
|
—
|
|
(59.2
|
)
|
||||||
Adoption of ASU 2018-02
|
—
|
|
—
|
|
—
|
|
20.4
|
|
(20.4
|
)
|
—
|
|
—
|
|
||||||
Deferred compensation plan
|
—
|
|
—
|
|
12.0
|
|
—
|
|
—
|
|
—
|
|
12.0
|
|
||||||
Share based payments
|
—
|
|
—
|
|
28.2
|
|
—
|
|
—
|
|
—
|
|
28.2
|
|
||||||
Common stock purchased
|
(1,439
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(70.0
|
)
|
(70.0
|
)
|
||||||
Activity under stock plans
|
338
|
|
—
|
|
(19.1
|
)
|
(4.0
|
)
|
—
|
|
12.7
|
|
(10.4
|
)
|
||||||
Dividends to shareholders
|
—
|
|
—
|
|
—
|
|
(72.1
|
)
|
—
|
|
—
|
|
(72.1
|
)
|
||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
17.4
|
|
—
|
|
17.4
|
|
||||||
Balance, September 30, 2018
|
59,608
|
|
$
|
0.6
|
|
$
|
217.8
|
|
$
|
177.3
|
|
$
|
(241.8
|
)
|
$
|
(129.4
|
)
|
$
|
24.5
|
|
|
|
At September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
|
$
|
522.1
|
|
|
$
|
378.0
|
|
Restricted cash
|
|
1,246.2
|
|
|
—
|
|
||
Total Cash, cash equivalents and restricted cash shown in the statement of cash flows
|
|
$
|
1,768.3
|
|
|
$
|
378.0
|
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Trade receivables
|
|
$
|
357.9
|
|
|
$
|
360.4
|
|
Allowance for trade promotions
|
|
(123.5
|
)
|
|
(124.4
|
)
|
||
Allowance for returns and doubtful accounts
|
|
(4.0
|
)
|
|
(5.8
|
)
|
||
Trade receivables, net
|
|
$
|
230.4
|
|
|
$
|
230.2
|
|
|
Twelve Months Ended September 30, 2017
|
||||||||||||||
|
Americas
|
|
International
|
|
Corporate
|
|
Total
|
||||||||
Contract termination costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2.5
|
)
|
|
$
|
(2.5
|
)
|
Net gain on asset sale
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
||||
Total
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
$
|
(2.5
|
)
|
|
$
|
(3.8
|
)
|
|
Twelve Months Ended September 30, 2016
|
||||||||||||||
|
Americas
|
|
International
|
|
Corporate
|
|
Total
|
||||||||
Severance and termination related costs
|
$
|
(2.2
|
)
|
|
$
|
1.9
|
|
|
$
|
0.5
|
|
|
$
|
0.2
|
|
Non-cash asset write-down
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||
Contract termination costs
|
3.7
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
||||
Other exit costs
|
0.3
|
|
|
1.7
|
|
|
—
|
|
|
2.0
|
|
||||
Net gain on asset sale
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||
Total
|
$
|
1.8
|
|
|
$
|
3.5
|
|
|
$
|
0.5
|
|
|
$
|
5.8
|
|
|
|
|
|
|
|
Utilized
|
|
|
||||||||||||
|
|
October 1, 2016
|
|
Charge to Income
|
|
Cash
|
|
Non-Cash
|
|
September 30, 2017
|
||||||||||
Severance and termination related costs
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
(2.8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Contract termination costs
|
|
3.6
|
|
|
(2.5
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Net gain on asset sale
|
|
—
|
|
|
(1.3
|
)
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
6.4
|
|
|
$
|
(3.8
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Twelve Months Ended September 30, 2016
|
||||||||||||||
|
Americas
|
|
International
|
|
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
|
|
|
|
|
|
|
Utilized
|
|
|
||||||||||||
|
October 1, 2016
|
|
Charge to Income
|
|
Cash
|
|
Non-Cash
|
|
September 30, 2017
|
||||||||||
Severance and termination related costs
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
(1.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other related costs
|
0.3
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Accounts receivable
|
$
|
2.4
|
|
Inventory
|
0.9
|
|
|
Goodwill
|
14.7
|
|
|
Other identifiable intangible assets
|
21.8
|
|
|
Accounts payable
|
(1.7
|
)
|
|
Net assets acquired
|
$
|
38.1
|
|
|
Total
|
|
Weighted Average Useful Lives
|
||
Customer relationships
|
$
|
15.2
|
|
|
15.0 years
|
Trademarks
|
4.2
|
|
|
14.0 years
|
|
Proprietary formula
|
2.4
|
|
|
11.0 years
|
|
Total other intangible assets
|
$
|
21.8
|
|
|
14.4 years
|
|
|
Americas
|
|
International
|
|
Total
|
||||||
Balance at September 30, 2016
|
|
$
|
213.7
|
|
|
$
|
16.0
|
|
|
$
|
229.7
|
|
Cumulative translation adjustment
|
|
0.1
|
|
|
0.2
|
|
|
0.3
|
|
|||
Balance at September 30, 2017
|
|
$
|
213.8
|
|
|
$
|
16.2
|
|
|
$
|
230.0
|
|
Nu Finish acquisition
|
|
14.7
|
|
|
—
|
|
|
14.7
|
|
|||
Cumulative translation adjustment
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
$
|
(0.5
|
)
|
||
Balance at September 30, 2018
|
|
$
|
228.4
|
|
|
$
|
15.8
|
|
|
$
|
244.2
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trademarks
|
$
|
44.3
|
|
|
$
|
6.1
|
|
|
$
|
38.2
|
|
Customer Relationships
|
99.6
|
|
|
13.4
|
|
|
86.2
|
|
|||
Patents
|
34.5
|
|
|
5.7
|
|
|
28.8
|
|
|||
Proprietary formulas
|
2.4
|
|
|
0.1
|
|
|
2.3
|
|
|||
Non-Compete
|
0.5
|
|
|
0.2
|
|
|
0.3
|
|
|||
Total Intangible Assets at September 30, 2018
|
$
|
181.3
|
|
|
$
|
25.5
|
|
|
$
|
155.8
|
|
|
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
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
United States - Federal
|
$
|
42.5
|
|
|
$
|
39.4
|
|
|
$
|
9.5
|
|
State
|
0.1
|
|
|
4.2
|
|
|
3.0
|
|
|||
Foreign
|
37.3
|
|
|
32.6
|
|
|
21.3
|
|
|||
Total current
|
79.9
|
|
|
76.2
|
|
|
33.8
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
United States - Federal
|
4.5
|
|
|
(7.4
|
)
|
|
5.5
|
|
|||
State
|
(0.5
|
)
|
|
(0.2
|
)
|
|
(2.4
|
)
|
|||
Foreign
|
(2.2
|
)
|
|
3.2
|
|
|
1.1
|
|
|||
Total deferred
|
1.8
|
|
|
(4.4
|
)
|
|
4.2
|
|
|||
Provision for income taxes
|
$
|
81.7
|
|
|
$
|
71.8
|
|
|
$
|
38.0
|
|
|
For the Years Ended September 30,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Computed tax at federal statutory rate
|
$
|
42.9
|
|
|
24.5
|
%
|
|
$
|
95.7
|
|
|
35.0
|
%
|
|
$
|
58.0
|
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
0.3
|
|
|
0.2
|
|
|
2.8
|
|
|
1.0
|
|
|
1.7
|
|
|
1.0
|
|
|||
Foreign tax less than the federal rate
|
0.7
|
|
|
0.4
|
|
|
(23.0
|
)
|
|
(8.4
|
)
|
|
(18.8
|
)
|
|
(11.3
|
)
|
|||
Other taxes including repatriation of foreign earnings
|
2.1
|
|
|
1.2
|
|
|
2.2
|
|
|
0.8
|
|
|
5.7
|
|
|
3.4
|
|
|||
Foreign tax incentives
|
(6.3
|
)
|
|
(3.6
|
)
|
|
(3.5
|
)
|
|
(1.3
|
)
|
|
(2.9
|
)
|
|
(1.8
|
)
|
|||
Impact of the Tax Act
|
39.0
|
|
|
22.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
3.0
|
|
|
1.6
|
|
|
(2.4
|
)
|
|
(0.8
|
)
|
|
(5.7
|
)
|
|
(3.4
|
)
|
|||
Total
|
$
|
81.7
|
|
|
46.6
|
%
|
|
$
|
71.8
|
|
|
26.3
|
%
|
|
$
|
38.0
|
|
|
22.9
|
%
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities
|
$
|
40.9
|
|
|
$
|
57.3
|
|
Deferred and stock-related compensation
|
16.9
|
|
|
25.0
|
|
||
Tax loss carryforwards and tax credits
|
13.4
|
|
|
18.3
|
|
||
Intangible assets
|
0.6
|
|
|
0.8
|
|
||
Pension plans
|
12.2
|
|
|
24.3
|
|
||
Inventory differences and other tax assets
|
2.1
|
|
|
10.2
|
|
||
Gross deferred tax assets
|
86.1
|
|
|
135.9
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and property differences
|
(16.2
|
)
|
|
(16.2
|
)
|
||
Intangible assets
|
(38.1
|
)
|
|
(65.6
|
)
|
||
Other tax liabilities
|
(2.2
|
)
|
|
(3.6
|
)
|
||
Gross deferred tax liabilities
|
(56.5
|
)
|
|
(85.4
|
)
|
||
Valuation allowance
|
(12.0
|
)
|
|
(19.3
|
)
|
||
Net deferred tax assets
|
$
|
17.6
|
|
|
$
|
31.2
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Unrecognized tax benefits, beginning of year
|
$
|
9.5
|
|
|
$
|
9.4
|
|
|
$
|
8.5
|
|
Additions based on current year tax positions and acquisitions
|
1.4
|
|
|
1.3
|
|
|
0.9
|
|
|||
Reductions for prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Settlements with taxing authorities/statute expirations
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|||
Unrecognized tax benefits, end of year
|
$
|
10.9
|
|
|
$
|
9.5
|
|
|
$
|
9.4
|
|
|
For the Years Ended September 30,
|
||||||||||
(in millions, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Net earnings
|
$
|
93.5
|
|
|
$
|
201.5
|
|
|
$
|
127.7
|
|
Basic average shares outstanding
|
59.8
|
|
|
61.7
|
|
|
61.9
|
|
|||
Effect of dilutive restricted stock equivalents
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|||
Effect of dilutive performance shares
|
0.9
|
|
|
0.4
|
|
|
0.1
|
|
|||
Effect of stock based deferred compensation plan
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Diluted average shares outstanding
|
61.4
|
|
|
62.6
|
|
|
62.5
|
|
|||
Basic earnings per common share
|
$
|
1.56
|
|
|
$
|
3.27
|
|
|
$
|
2.06
|
|
Diluted earnings per common share
|
$
|
1.52
|
|
|
$
|
3.22
|
|
|
$
|
2.04
|
|
|
|
Shares
|
|
Weighted-Average
Grant Date Estimated Fair Value per Share
|
|||
Nonvested RSE at October 1, 2017
|
|
1.8
|
|
|
$
|
38.72
|
|
Granted
|
|
0.7
|
|
|
$
|
44.52
|
|
Vested
|
|
(0.5
|
)
|
|
$
|
36.74
|
|
Canceled
|
|
(0.1
|
)
|
|
$
|
40.23
|
|
Nonvested RSE at September 30, 2018
|
|
1.9
|
|
|
$
|
41.24
|
|
|
|
September 30,
|
||||||||||||||
|
|
U.S.
|
|
International
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
525.9
|
|
|
$
|
556.8
|
|
|
$
|
203.5
|
|
|
$
|
210.2
|
|
Service cost
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
1.4
|
|
||||
Interest cost
|
|
18.7
|
|
|
18.3
|
|
|
3.9
|
|
|
3.4
|
|
||||
Plan participants' contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Actuarial gain
|
|
(12.9
|
)
|
|
(7.8
|
)
|
|
(13.8
|
)
|
|
(6.0
|
)
|
||||
Benefits paid
|
|
(36.8
|
)
|
|
(39.7
|
)
|
|
(6.4
|
)
|
|
(8.9
|
)
|
||||
Expenses paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Plan curtailments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
||||
Plan settlements
|
|
(0.4
|
)
|
|
(1.7
|
)
|
|
(41.1
|
)
|
|
(0.5
|
)
|
||||
Foreign currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
5.8
|
|
||||
Projected Benefit Obligation at end of year
|
|
$
|
494.5
|
|
|
$
|
525.9
|
|
|
$
|
142.6
|
|
|
$
|
203.5
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
|
||||||||
Estimated fair value of plan assets at beginning of year
|
|
$
|
477.2
|
|
|
$
|
474.7
|
|
|
$
|
173.8
|
|
|
$
|
159.5
|
|
Actual return on plan assets
|
|
13.2
|
|
|
39.8
|
|
|
1.6
|
|
|
8.2
|
|
||||
Company contributions
|
|
2.8
|
|
|
4.1
|
|
|
7.8
|
|
|
10.3
|
|
||||
Plan participants' contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Plan settlements
|
|
(0.4
|
)
|
|
(1.7
|
)
|
|
(41.1
|
)
|
|
(0.5
|
)
|
||||
Benefits paid
|
|
(36.8
|
)
|
|
(39.7
|
)
|
|
(6.4
|
)
|
|
(8.9
|
)
|
||||
Expenses paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Foreign currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
5.3
|
|
||||
Estimated fair value of plan assets at end of year
|
|
$
|
456.0
|
|
|
$
|
477.2
|
|
|
$
|
131.6
|
|
|
$
|
173.8
|
|
Funded status at end of year
|
|
$
|
(38.5
|
)
|
|
$
|
(48.7
|
)
|
|
$
|
(11.0
|
)
|
|
$
|
(29.7
|
)
|
|
|
September 30,
|
||||||||||||||
|
|
U.S.
|
|
International
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Amounts Recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17.1
|
|
|
$
|
4.1
|
|
Current liabilities
|
|
(2.5
|
)
|
|
(3.0
|
)
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||
Noncurrent liabilities
|
|
(36.0
|
)
|
|
(45.7
|
)
|
|
(27.5
|
)
|
|
(33.2
|
)
|
||||
Net amount recognized
|
|
$
|
(38.5
|
)
|
|
$
|
(48.7
|
)
|
|
$
|
(11.0
|
)
|
|
$
|
(29.7
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
||||||||
Net loss, pre tax
|
|
$
|
(149.2
|
)
|
|
$
|
(149.7
|
)
|
|
$
|
(29.9
|
)
|
|
$
|
(57.1
|
)
|
|
|
U.S.
|
|
International
|
||||
Changes in plan assets and benefit obligations recognized in other comprehensive income/(loss)
|
|
|
|
|
|
|||
Net (loss)/gain arising during the year
|
|
$
|
(4.0
|
)
|
|
$
|
9.1
|
|
Effect of exchange rates
|
|
—
|
|
|
1.0
|
|
||
Amounts recognized as a component of net periodic benefit cost
|
|
|
|
|
||||
Amortization or settlement recognition of net loss
|
|
4.5
|
|
|
17.1
|
|
||
Total income recognized in other comprehensive income
|
|
$
|
0.5
|
|
|
$
|
27.2
|
|
|
|
September 30,
|
||||||||||||||
|
|
U.S.
|
|
International
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Projected benefit obligation
|
|
$
|
494.5
|
|
|
$
|
525.9
|
|
|
$
|
66.3
|
|
|
$
|
121.0
|
|
Accumulated benefit obligation
|
|
494.5
|
|
|
525.9
|
|
|
64.9
|
|
|
119.5
|
|
||||
Estimated fair value of plan assets
|
|
456.0
|
|
|
477.2
|
|
|
38.2
|
|
|
87.3
|
|
|
|
For the Years Ended September 30,
|
||||||||||||||||||||||
|
|
U.S.
|
|
International
|
||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
1.4
|
|
|
$
|
1.2
|
|
Interest cost
|
|
18.7
|
|
|
18.3
|
|
|
22.1
|
|
|
3.9
|
|
|
3.4
|
|
|
4.6
|
|
||||||
Expected return on plan assets
|
|
(30.1
|
)
|
|
(34.3
|
)
|
|
(34.6
|
)
|
|
(6.3
|
)
|
|
(8.0
|
)
|
|
(7.8
|
)
|
||||||
Recognized net actuarial loss
|
|
4.4
|
|
|
4.8
|
|
|
4.3
|
|
|
2.0
|
|
|
3.4
|
|
|
2.1
|
|
||||||
Settlement loss on Canadian pension plan termination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.1
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss recognized on other pension plans
|
|
0.1
|
|
|
0.5
|
|
|
0.5
|
|
|
1.0
|
|
|
0.2
|
|
|
0.8
|
|
||||||
Net periodic (benefit)/expense
|
|
$
|
(6.9
|
)
|
|
$
|
(10.7
|
)
|
|
$
|
(7.7
|
)
|
|
$
|
15.3
|
|
|
$
|
0.4
|
|
|
$
|
0.9
|
|
|
|
September 30,
|
||||||||||||||||
|
|
U.S.
|
|
International
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Plan obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.3
|
%
|
|
3.7
|
%
|
|
3.4
|
%
|
|
2.1
|
%
|
|
2.1
|
%
|
|
1.7
|
%
|
Compensation increase rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.1
|
%
|
|
2.4
|
%
|
|
3.2
|
%
|
Net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
3.7
|
%
|
|
3.4
|
%
|
|
4.2
|
%
|
|
2.1
|
%
|
|
1.7
|
%
|
|
2.8
|
%
|
Expected long-term rate of return on plan assets
|
|
6.6
|
%
|
|
7.5
|
%
|
|
7.8
|
%
|
|
3.8
|
%
|
|
5.1
|
%
|
|
5.2
|
%
|
Compensation increase rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.4
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
ASSETS AT ESTIMATED FAIR VALUE
|
|
At September 30, 2018
|
||||||||||||||||||||||
|
|
U.S. Pension
Plan Assets
|
|
International Pension
Plan Assets
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Equity
|
|
$
|
67.7
|
|
|
$
|
—
|
|
|
$
|
67.7
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
1.6
|
|
International Equity
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
5.9
|
|
|
5.9
|
|
||||||
DEBT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
U.S. Government
|
|
—
|
|
|
270.3
|
|
|
270.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other Government
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
7.5
|
|
||||||
Corporate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.6
|
|
|
13.6
|
|
||||||
CASH & CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|
6.0
|
|
||||||
OTHER
|
|
—
|
|
|
2.9
|
|
|
2.9
|
|
|
—
|
|
|
5.9
|
|
|
5.9
|
|
||||||
Assets Measured at Net Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Equity
|
|
|
|
|
|
65.5
|
|
|
|
|
|
|
—
|
|
||||||||||
International Equity
|
|
|
|
|
|
46.5
|
|
|
|
|
|
|
41.8
|
|
||||||||||
Other Government
|
|
|
|
|
|
—
|
|
|
|
|
|
|
39.4
|
|
||||||||||
Corporate
|
|
|
|
|
|
—
|
|
|
|
|
|
|
9.9
|
|
||||||||||
TOTAL
|
|
$
|
70.8
|
|
|
$
|
273.2
|
|
|
$
|
456.0
|
|
|
$
|
—
|
|
|
$
|
40.5
|
|
|
$
|
131.6
|
|
|
|
At September 30, 2017
|
||||||||||||||||||||||
|
|
U.S. Pension
Plan Assets
|
|
International Pension
Plan Assets
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Equity
|
|
$
|
87.3
|
|
|
$
|
—
|
|
|
$
|
87.3
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
1.4
|
|
International Equity
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
5.7
|
|
|
5.7
|
|
||||||
DEBT
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Government
|
|
—
|
|
|
216.4
|
|
|
216.4
|
|
|
—
|
|
|
16.2
|
|
|
16.2
|
|
||||||
Other Government
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.9
|
|
|
12.9
|
|
||||||
Corporate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|
10.0
|
|
||||||
CASH & CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41.0
|
|
|
41.0
|
|
||||||
Assets measured at Net Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Equity
|
|
|
|
|
|
70.9
|
|
|
|
|
|
|
45.0
|
|
||||||||||
International Equity
|
|
|
|
|
|
98.9
|
|
|
|
|
|
|
29.6
|
|
||||||||||
Other Government
|
|
|
|
|
|
—
|
|
|
|
|
|
|
12.0
|
|
||||||||||
TOTAL
|
|
$
|
91.0
|
|
|
$
|
216.4
|
|
|
$
|
477.2
|
|
|
$
|
—
|
|
|
$
|
87.2
|
|
|
$
|
173.8
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
6.375% Senior Notes due 2026
|
$
|
500.0
|
|
|
—
|
|
|
4.625% Senior Notes due 2026 (Euro Notes of €650.0)
|
754.2
|
|
|
—
|
|
||
Total long-term debt held in escrow
|
1,254.2
|
|
|
—
|
|
||
Less unamortized debt discount and debt issuance fees
|
(23.5
|
)
|
|
—
|
|
||
Total long-term debt held in escrow
|
$
|
1,230.7
|
|
|
$
|
—
|
|
|
|
|
|
||||
5.50% Senior Notes due 2025
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Senior Secured Term Loan B Facility, net of discount, due 2022
|
388.0
|
|
|
392.0
|
|
||
Total long-term debt, including current maturities
|
988.0
|
|
|
992.0
|
|
||
Less current portion
|
(4.0
|
)
|
|
(4.0
|
)
|
||
Less unamortized debt discount and debt issuance fees
|
(7.9
|
)
|
|
(9.5
|
)
|
||
Total long-term debt
|
$
|
976.1
|
|
|
$
|
978.5
|
|
|
|
At September 30, 2018
|
|
For the Year Ended September 30, 2018
|
||||||||
Derivatives designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Asset (1)
|
|
Gain Recognized in OCI (2)
|
|
Loss Reclassified
From OCI into Income (Effective Portion) (3) (4)
|
||||||
Foreign currency contracts
|
|
$
|
4.3
|
|
|
$
|
6.3
|
|
|
$
|
(3.8
|
)
|
Interest rate contracts
|
|
7.7
|
|
|
8.4
|
|
|
(0.9
|
)
|
|||
Total
|
|
$
|
12.0
|
|
|
$
|
14.7
|
|
|
$
|
(4.7
|
)
|
|
|
At September 30, 2017
|
|
For the Year Ended September 30, 2017
|
||||||||
Derivatives designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Liability (1)
|
|
(Loss)/Gain Recognized in OCI (2)
|
|
Gain/(Loss) Reclassified
From OCI into Income
(Effective Portion) (3) (4)
|
||||||
Foreign currency contracts
|
|
$
|
(5.8
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
0.4
|
|
Interest rate contracts
|
|
(1.3
|
)
|
|
4.5
|
|
|
(2.4
|
)
|
|||
Total
|
|
$
|
(7.1
|
)
|
|
$
|
0.2
|
|
|
$
|
(2.0
|
)
|
1.
|
All derivative assets are presented in Other current assets or Other assets and derivative liabilities are presented in Other current liabilities or Other liabilities.
|
2.
|
OCI is defined as other comprehensive income.
|
3.
|
Gain/(loss) reclassified to Income was recorded as follows: Foreign currency contracts in Other items, net and interest rate contracts in Interest expense.
|
4.
|
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, 2018
|
|
For the Year Ended September 30, 2018
|
||
Derivatives not designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Liability(1)
|
|
Gain Recognized in Income (2) (3)
|
||
Foreign currency contracts
|
|
(0.1
|
)
|
|
9.3
|
|
|
|
At September 30, 2017
|
|
For the Year Ended September 30, 2017
|
||
Derivatives not designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Asset (1)
|
|
Loss Recognized in Income (2)
|
||
Foreign currency contracts
|
|
0.9
|
|
|
(1.4
|
)
|
1.
|
All derivative liabilities are presented in Other current liabilities or Other liabilities and derivative assets are presented in Other current assets or Other assets.
|
2.
|
Gain/(loss) recognized in Income was recorded in Other items, net.
|
3.
|
Includes the gain of $9.4 on acquisition foreign currency contracts, which were entered into in June 2018, to lock in the USD value of future Euro Notes related to the Spectrum battery acquisition. These contracts were terminated when the funds from the Euro Notes offering were placed into escrow on July 6, 2018.
|
Offsetting of derivative assets
|
||||||||||||||||||||||||||
|
|
|
|
At September 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
|
|
$
|
4.7
|
|
|
$
|
(0.2
|
)
|
|
$
|
4.5
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Offsetting of derivative liabilities
|
||||||||||||||||||||||||||
|
|
|
|
At September 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
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
(6.4
|
)
|
|
$
|
0.4
|
|
|
$
|
(6.0
|
)
|
|
|
Level 2
|
||||||
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Assets/(Liabilities) at estimated fair value:
|
|
|
|
|
||||
Deferred Compensation
|
|
$
|
(29.0
|
)
|
|
$
|
(41.0
|
)
|
Exit lease liability
|
|
(0.6
|
)
|
|
(0.3
|
)
|
||
Derivatives - Foreign Currency contracts
|
|
4.2
|
|
|
(4.9
|
)
|
||
Derivatives - Interest Rate Swaps
|
|
7.7
|
|
|
(1.3
|
)
|
||
Total Liabilities at estimated fair value
|
|
$
|
(17.7
|
)
|
|
$
|
(47.5
|
)
|
|
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
|
)
|
OCI before reclassifications
|
6.3
|
|
14.3
|
|
(3.4
|
)
|
2.8
|
|
20.0
|
|
|||||
Reclassifications to earnings
|
—
|
|
6.2
|
|
(0.4
|
)
|
1.5
|
|
7.3
|
|
|||||
Balance at September 30, 2017
|
$
|
(93.1
|
)
|
$
|
(139.4
|
)
|
$
|
(4.5
|
)
|
$
|
(1.8
|
)
|
$
|
(238.8
|
)
|
OCI before reclassifications
|
(20.5
|
)
|
6.7
|
|
4.8
|
|
6.5
|
|
(2.5
|
)
|
|||||
Reclassifications to earnings
|
—
|
|
16.2
|
|
3.0
|
|
0.7
|
|
19.9
|
|
|||||
Reclassifications to retained earnings (1)
|
—
|
|
(19.9
|
)
|
—
|
|
(0.5
|
)
|
(20.4
|
)
|
|||||
Balance at September 30, 2018
|
$
|
(113.6
|
)
|
$
|
(136.4
|
)
|
$
|
3.3
|
|
$
|
4.9
|
|
$
|
(241.8
|
)
|
|
For the Twelve Months Ended
September 30,
|
|
|
||||||||||
Amount Reclassified from AOCI (1)
|
2018
|
|
2017
|
|
2016
|
|
Affected Line Item in the Consolidated Statements of Earnings
|
||||||
Gains and losses on cash flow hedges
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
$
|
(3.8
|
)
|
|
$
|
0.4
|
|
|
$
|
4.1
|
|
|
Other items, net
|
Interest rate swaps
|
(0.9
|
)
|
|
(2.4
|
)
|
|
(2.9
|
)
|
|
Interest expense
|
|||
|
(4.7
|
)
|
|
(2.0
|
)
|
|
1.2
|
|
|
Total before tax
|
|||
|
1.0
|
|
|
0.9
|
|
|
0.1
|
|
|
Tax benefit
|
|||
|
$
|
(3.7
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
1.3
|
|
|
Net of tax
|
Amortization of defined benefit pension items
|
|
|
|
|
|
|
|||||||
Actuarial losses
|
$
|
(6.4
|
)
|
|
$
|
(8.2
|
)
|
|
$
|
(6.4
|
)
|
|
(2)
|
Settlement loss on Canadian pension plan termination
|
(14.1
|
)
|
|
—
|
|
|
—
|
|
|
(2)
|
|||
Settlement losses on other plans
|
(1.1
|
)
|
|
(0.7
|
)
|
|
(1.3
|
)
|
|
(2)
|
|||
|
(21.6
|
)
|
|
(8.9
|
)
|
|
(7.7
|
)
|
|
Total before tax
|
|||
|
5.4
|
|
|
2.7
|
|
|
2.5
|
|
|
Tax benefit
|
|||
|
$
|
(16.2
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
(5.2
|
)
|
|
Net of tax
|
Total reclassifications for the period
|
$
|
(19.9
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
(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 11, Pension Plans, for further details).
|
|
|
For the Years Ended September 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Other items, net
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
(1.4
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(2.3
|
)
|
Interest income on restricted cash (1)
|
|
(5.2
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency exchange loss
|
|
8.1
|
|
|
4.7
|
|
|
0.1
|
|
|||
Pension benefit other than service costs (2)
|
|
(6.3
|
)
|
|
(11.7
|
)
|
|
(8.8
|
)
|
|||
Settlement loss on the Canadian pension plan termination (2)
|
|
14.1
|
|
|
—
|
|
|
—
|
|
|||
Acquisition foreign currency gains (1)
|
|
(15.2
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on sale of promotional business
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|||
Other
|
|
(0.7
|
)
|
|
0.7
|
|
|
1.9
|
|
|||
Total Other items, net
|
|
$
|
(6.6
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
(9.1
|
)
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Inventories
|
|
|
|
|
||||
Raw materials and supplies
|
|
$
|
40.0
|
|
|
$
|
36.6
|
|
Work in process
|
|
86.5
|
|
|
84.8
|
|
||
Finished products
|
|
196.6
|
|
|
195.7
|
|
||
Total inventories
|
|
$
|
323.1
|
|
|
$
|
317.1
|
|
Other Current Assets
|
|
|
|
|
||||
Miscellaneous receivables
|
|
$
|
9.9
|
|
|
$
|
13.7
|
|
Prepaid expenses
|
|
52.2
|
|
|
52.7
|
|
||
Value added tax collectible from customers
|
|
20.8
|
|
|
23.4
|
|
||
Other
|
|
12.6
|
|
|
5.1
|
|
||
Total other current assets
|
|
$
|
95.5
|
|
|
$
|
94.9
|
|
Property, plant and equipment
|
|
|
|
|
||||
Land
|
|
$
|
4.5
|
|
|
$
|
4.6
|
|
Buildings
|
|
110.8
|
|
|
122.4
|
|
||
Machinery and equipment
|
|
696.2
|
|
|
697.9
|
|
||
Construction in progress
|
|
12.1
|
|
|
19.4
|
|
||
Total gross property
|
|
823.6
|
|
|
844.3
|
|
||
Accumulated depreciation
|
|
(656.9
|
)
|
|
(667.8
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
166.7
|
|
|
$
|
176.5
|
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Other Current Liabilities
|
|
|
|
|
||||
Accrued advertising, sales promotion and allowances
|
|
$
|
16.5
|
|
|
$
|
21.8
|
|
Accrued trade promotions
|
|
39.4
|
|
|
51.1
|
|
||
Accrued salaries, vacations and incentive compensation
|
|
48.8
|
|
|
54.4
|
|
||
Income taxes payable
|
|
23.4
|
|
|
21.6
|
|
||
Other
|
|
142.9
|
|
|
105.7
|
|
||
Total other current liabilities
|
|
$
|
271.0
|
|
|
$
|
254.6
|
|
Other Liabilities
|
|
|
|
|
||||
Pensions and other retirement benefits
|
|
$
|
70.2
|
|
|
$
|
87.7
|
|
Deferred compensation
|
|
29.0
|
|
|
41.0
|
|
||
Mandatory transition tax
|
|
33.1
|
|
|
—
|
|
||
Other non-current liabilities
|
|
64.0
|
|
|
49.3
|
|
||
Total other liabilities
|
|
$
|
196.3
|
|
|
$
|
178.0
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Allowance for Doubtful Accounts
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
|
$
|
5.8
|
|
|
$
|
6.9
|
|
|
$
|
7.0
|
|
Provision charged to expense, net of reversals
|
|
(0.8
|
)
|
|
(0.7
|
)
|
|
1.2
|
|
|||
Write-offs, less recoveries, translation, other
|
|
(1.0
|
)
|
|
(0.4
|
)
|
|
(1.3
|
)
|
|||
Balance at end of year
|
|
$
|
4.0
|
|
|
$
|
5.8
|
|
|
$
|
6.9
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Income Tax Valuation Allowance
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
|
$
|
19.3
|
|
|
$
|
19.7
|
|
|
$
|
13.6
|
|
Provision charged to expense, net of reversals
|
|
(7.3
|
)
|
|
1.3
|
|
|
5.8
|
|
|||
Translation, other
|
|
—
|
|
|
(1.7
|
)
|
|
0.3
|
|
|||
Balance at end of year
|
|
$
|
12.0
|
|
|
$
|
19.3
|
|
|
$
|
19.7
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Certain items from Operating Cash Flow Activities
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest paid
|
|
$
|
54.3
|
|
|
$
|
51.0
|
|
|
$
|
51.4
|
|
Income taxes paid, net
|
|
46.2
|
|
|
40.2
|
|
|
63.6
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Net Sales
|
|
2018
|
|
2017
|
|
2016
|
||||||
Americas
|
|
$
|
1,135.6
|
|
|
$
|
1,111.8
|
|
|
$
|
1,002.0
|
|
International
|
|
662.1
|
|
|
643.9
|
|
|
632.2
|
|
|||
Total net sales
|
|
$
|
1,797.7
|
|
|
$
|
1,755.7
|
|
|
$
|
1,634.2
|
|
Segment Profit
|
|
|
|
|
|
|
||||||
Americas
|
|
326.1
|
|
|
310.0
|
|
|
266.5
|
|
|||
International
|
|
149.6
|
|
|
143.0
|
|
|
121.7
|
|
|||
Total segment profit
|
|
$
|
475.7
|
|
|
$
|
453.0
|
|
|
$
|
388.2
|
|
General corporate and other expenses (1)
|
|
(97.3
|
)
|
|
(92.5
|
)
|
|
(89.6
|
)
|
|||
Global marketing expenses
|
|
(19.0
|
)
|
|
(21.5
|
)
|
|
(19.1
|
)
|
|||
Research and development expense
|
|
(22.4
|
)
|
|
(22.0
|
)
|
|
(26.6
|
)
|
|||
Amortization of intangible assets
|
|
(11.5
|
)
|
|
(11.2
|
)
|
|
(2.8
|
)
|
|||
Restructuring (2)
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
|||
Acquisition and integration costs (3)
|
|
(84.6
|
)
|
|
(8.4
|
)
|
|
(19.3
|
)
|
|||
Spin costs (4)
|
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
|||
Spin restructuring
|
|
—
|
|
|
3.8
|
|
|
(5.8
|
)
|
|||
Settlement loss on Canadian pension plan termination (5)
|
|
(14.1
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of real estate
|
|
4.6
|
|
|
16.9
|
|
|
—
|
|
|||
Interest expense (6)
|
|
(56.5
|
)
|
|
(53.1
|
)
|
|
(53.1
|
)
|
|||
Other items, net (1)(7)
|
|
0.3
|
|
|
8.3
|
|
|
9.1
|
|
|||
Total earnings before income taxes
|
|
$
|
175.2
|
|
|
$
|
273.3
|
|
|
$
|
165.7
|
|
|
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
Americas
|
|
21.2
|
|
|
23.1
|
|
|
18.8
|
|
|||
International
|
|
12.4
|
|
|
15.9
|
|
|
12.7
|
|
|||
Total segment depreciation and amortization
|
|
33.6
|
|
|
39.0
|
|
|
31.5
|
|
|||
Corporate
|
|
11.5
|
|
|
11.2
|
|
|
2.8
|
|
|||
Total depreciation and amortization
|
|
$
|
45.1
|
|
|
$
|
50.2
|
|
|
$
|
34.3
|
|
|
|
September 30,
|
||||||
Total Assets
|
|
2018
|
|
2017
|
||||
Americas
|
|
$
|
504.2
|
|
|
$
|
533.9
|
|
International
|
|
851.5
|
|
|
698.2
|
|
||
Total segment assets
|
|
$
|
1,355.7
|
|
|
$
|
1,232.1
|
|
Corporate
|
|
1,346.3
|
|
|
137.7
|
|
||
Goodwill and other intangible assets, net
|
|
476.8
|
|
|
453.8
|
|
||
Total assets
|
|
$
|
3,178.8
|
|
|
$
|
1,823.6
|
|
|
|
September 30,
|
||||||
Long-Lived Assets
|
|
2018
|
|
2017
|
||||
United States
|
|
$
|
123.0
|
|
|
$
|
186.4
|
|
Singapore
|
|
69.9
|
|
|
64.9
|
|
||
Other International
|
|
91.7
|
|
|
98.3
|
|
||
Total long-lived assets excluding restricted cash, goodwill and intangibles
|
|
$
|
284.6
|
|
|
$
|
349.6
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Capital Expenditures
|
|
2018
|
|
2017
|
|
2016
|
||||||
Americas
|
|
$
|
16.2
|
|
|
$
|
17.4
|
|
|
$
|
18.3
|
|
International
|
|
8.0
|
|
|
7.8
|
|
|
10.4
|
|
|||
Total segment capital expenditures
|
|
$
|
24.2
|
|
|
$
|
25.2
|
|
|
$
|
28.7
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Net Sales to Customers
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
|
$
|
935.8
|
|
|
$
|
923.0
|
|
|
$
|
824.1
|
|
International
|
|
861.9
|
|
|
832.7
|
|
|
810.1
|
|
|||
Total net sales
|
|
$
|
1,797.7
|
|
|
$
|
1,755.7
|
|
|
$
|
1,634.2
|
|
Fiscal 2018
|
First
|
Second
|
Third
|
Fourth
|
||||||||
Net sales
|
$
|
573.3
|
|
$
|
374.4
|
|
$
|
392.8
|
|
$
|
457.2
|
|
Gross profit
|
278.3
|
|
168.5
|
|
176.1
|
|
208.0
|
|
||||
Net earnings
|
60.4
|
|
7.8
|
|
23.8
|
|
1.5
|
|
||||
Earnings per share:
|
|
|
|
|
||||||||
Basic
|
$
|
1.00
|
|
$
|
0.13
|
|
$
|
0.40
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.98
|
|
$
|
0.13
|
|
$
|
0.39
|
|
$
|
0.02
|
|
|
|
|
|
|
||||||||
Items decreasing/(increasing) net earnings:
|
|
|
|
|
||||||||
Acquisition and integration costs
|
4.1
|
|
14.1
|
|
13.0
|
|
30.4
|
|
||||
Acquisition withholding tax
|
—
|
|
5.5
|
|
0.5
|
|
—
|
|
||||
Gain on sale of real estate
|
—
|
|
—
|
|
(3.5
|
)
|
—
|
|
||||
Settlement loss on Canadian pension plan termination
|
—
|
|
—
|
|
—
|
|
10.4
|
|
||||
One-time impact of the new U.S. Tax Legislation
|
31.0
|
|
0.2
|
|
(0.6
|
)
|
8.5
|
|
Fiscal 2017
|
First
|
Second
|
Third
|
Fourth
|
||||||||
Net sales
|
$
|
559.6
|
|
$
|
359.0
|
|
$
|
372.0
|
|
$
|
465.1
|
|
Gross profit
|
271.6
|
|
167.9
|
|
158.0
|
|
213.8
|
|
||||
Net earnings
|
95.6
|
|
46.9
|
|
24.9
|
|
34.1
|
|
||||
Earnings per share:
|
|
|
|
|
||||||||
Basic
|
$
|
1.55
|
|
$
|
0.76
|
|
$
|
0.40
|
|
$
|
0.56
|
|
Diluted
|
$
|
1.52
|
|
$
|
0.75
|
|
$
|
0.40
|
|
$
|
0.55
|
|
|
|
|
|
|
||||||||
Items (increasing)/decreasing net earnings:
|
|
|
|
|
||||||||
|
|
|
|
|
||||||||
Spin restructuring
|
(1.0
|
)
|
(1.4
|
)
|
—
|
|
—
|
|
||||
Acquisition and integration costs
|
0.5
|
|
1.1
|
|
3.1
|
|
(0.5
|
)
|
||||
Gain on sale of real estate
|
—
|
|
(15.2
|
)
|
(1.3
|
)
|
—
|
|
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, 2018, 2017 and 2016.
|
•
|
Consolidated Balance Sheets -- at September 30, 2018 and 2017.
|
•
|
Consolidated Statements of Cash Flows -- for years ended September 30, 2018, 2017 and 2016.
|
•
|
Consolidated Statements of Shareholders’ Equity/(Deficit) -- at September 30, 2018, 2017 and 2016.
|
•
|
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.
|
Exhibit No.
|
|
Exhibit Description
|
|
|
|
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).
|
|
|
|
2.7
**
|
|
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).
|
|
|
|
2.8
**
|
|
Amended and Restated Acquisition Agreement, dated as of November 15, 2018, by and between Energizer Holdings, Inc. and Spectrum Brands Holdings, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 15, 2018.)
|
|
|
|
2.9
**
|
|
Acquisition Agreement, dated as of November 15, 2018, by and between Energizer Holdings, Inc. and Spectrum Brands Holdings, Inc. (Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed November 15, 2018.)
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
Form of 5.500% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on form 8-K filed June 2, 2015).
|
|
|
|
|
|
Indenture, dated July 16, 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).
|
|
|
|
|
|
Form of 6.375% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed July 9, 2018).
|
|
|
|
|
|
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).
|
|
|
|
|
|
Form of 4.625% Senior Notes due 2026 (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed July 9, 2018).
|
|
|
|
|
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
***
|
|
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).
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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, 2018).
|
|
|
|
|
|
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).
|
|
|
|
|
|
Refinancing Amendment No. 1 to the Credit Agreement, dated as of March 16, 2017, by and among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 20, 2017).
|
|
|
|
|
|
Amended and Restated Commitment Letter, dated February 7, 2018, by and among Energizer Holdings, Inc., Barclays Bank PLC, JPMorgan Chase Bank, N.A., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Standard Chartered Bank, Toronto-Dominion Bank, New York Branch, and TD Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed May 2, 2018).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
Commitment Letter, dated as of November 15, 2018, by and among Energizer Holdings, Inc., Barclays Bank PLC, Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc. Citicorp North America, Inc. and/or any of their affiliates, and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 15, 2018.)
|
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
10.15
***
|
|
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).
|
|
|
|
10.16
***
|
|
First Amendment to the Energizer Holdings, Inc. Executive Officer Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 2, 2017).
|
|
|
|
10.17
***
|
|
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).
|
|
|
|
10.18
***
|
|
Form of Change of Control Employment Agreement with certain officers (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on form 8-K filed July 8, 2015).
|
|
|
|
10.19
***
|
|
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).
|
|
|
|
10.20
***
|
|
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).
|
|
|
|
10.21
***
|
|
First Amendment to the Energizer Holdings, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on form 10-Q filed August 1, 2018).
|
|
|
|
10.22
***
|
|
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).
|
|
|
|
10.23
***
|
|
First Amendment to the Energizer Holdings, Inc. Executive Savings Investment Plan. (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on form 10-K filed November 14, 2017).
|
|
|
|
10.24
***
|
|
Second Amendment to the Energizer Holdings, Inc. Executive Savings Investment Plan. (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on form 10-K filed November 14, 2017).
|
|
|
|
10.25
*,***
|
|
Third Amendment to the Energizer Holdings, Inc. Executive Savings Investment Plan.
|
|
|
|
10.26
***
|
|
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).
|
|
|
|
10.27
***
|
|
Form of Performance Restricted Stock Equivalent Award Agreement under the Energizer Holdings, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K filed November 15, 2016).
|
|
|
|
10.28
*, ***
|
|
Form of Performance Restricted Stock Equivalent Award Agreement for 2018 under the Energizer Holdings, Inc. 2015 Equity Incentive Plan.
|
|
|
|
10.29
***
|
|
Form of Restricted Stock Equivalent Award Agreement under the Energizer Holdings, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K filed November 15, 2016).
.
|
|
|
|
10.30
***
|
|
Form of Restricted Stock Equivalent Award Agreement for Directors under the Energizer Holdings, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K filed November 15, 2016).
|
|
|
|
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/ Timothy W. Gorman
|
|
Timothy W. Gorman (principal financial officer and principal accounting officer)
|
Executive Vice President and Chief Financial Officer
|
/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/ Nneka Rimmer
|
|
Nneka Rimmer
|
Director
|
/s/ Robert V. Vitale
|
|
Robert V. Vitale
|
Director
|
Metric
|
Adjusted Cumulative Earnings Per Share
|
||
Performance Level
|
Threshold
|
Target
|
Stretch
|
Goal
|
$5.98
|
$6.65
|
$6.98
|
Metric
|
Free Cash Flow as a Percentage of Sales (50%)
|
||
Performance Level
|
Threshold
|
Target
|
Stretch
|
Goal
|
9.4%
|
10.4%
|
11.4%
|
•
|
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.
|
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%
|
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%
|
Energizer Czech spol.sr.o.
|
Czech Republic
|
100%
|
+ECOBAT s.r.o.
|
Czech Republic
|
16.66%
|
Associated Products, LLC
|
Delaware
|
100%
|
EBC Batteries, Inc.
|
Delaware
|
100%
|
Energizer Asia Pacific, Inc. (Qualified in Hong Kong)
|
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%
|
1. Energizer, LLC (Branch in Peru)
|
Delaware
|
100%
|
Energizer Middle East and Africa Limited (Dubai branch)
|
Delaware
|
100%
|
Energizer Real Estate Holdings, LLC
|
Delaware
|
100%
|
Energizer Russia Holding LLC
|
Delaware
|
100%
|
Energizer (South Africa) Ltd. (Branch in S. Africa)
|
Delaware
|
100%
|
Energizer Manufacturing, Inc.
|
Delaware
|
100%
|
Energizer Services, LLC
|
Delaware
|
100%
|
Energizer Global Services, LLC
|
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%
|
Energizer France SAS
|
France
|
100%
|
+COREPILE S.A.
|
France
|
20%
|
Energizer Deutschland GmbH
|
Germany
|
100%
|
Energizer Hellas A.E.
|
Greece
|
100%
|
Eveready Hong Kong Company
|
Hong Kong
|
100%(Partnership)
|
Sonca Products Limited
|
Hong Kong
|
100%
|
Energizer Hungary Trading Ltd.
|
Hungary
|
100%
|
+RE'LEM Public Benefit Company
|
Hungary
|
33.3%
|
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
|
10.025% (Public)
|
Energizer Korea Ltd.
|
Korea
|
100%
|
Energizer Malaysia SDN.BHD.
|
Malaysia
|
80.235%
|
Energizer Mexico S. de R.L. de C.V.
|
Mexico
|
100%
|
Energizer Services Mexico S. de R.L. de C.V.
|
Mexico
|
100%
|
Energizer Gamma Acquisition, Inc.
|
Missouri
|
100%
|
Energizer NZ Limited
|
New Zealand
|
100%
|
Energizer Brands Netherlands B.V.
|
Netherlands
|
100%
|
Energizer International Group B.V.
|
Netherlands
|
100%
|
Energizer Gamma Acquisition B.V.
|
Netherlands
|
100%
|
Eveready International C.V.
|
Netherlands
|
100% (Partnership)
|
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
|
99.26% (Public)
|
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%
|
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 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 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 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 procedures, 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 most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) 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.
|
|
|
|||
November 16, 2018
|
|
||
/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 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 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 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 procedures, 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 most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) 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.
|
|
|
|||
November 16, 2018
|
|
||
/s/ Timothy W. Gorman
|
|
||
Timothy W. Gorman
|
|
||
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 results of operations of the Company.
|
November 16, 2018
|
|
/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 results of operations of the Company.
|
November 16, 2018
|
|
/s/ Timothy W. Gorman
|
Timothy W. Gorman
|
Executive Vice President and Chief Financial Officer
|