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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,
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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)
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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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Trading Symbol
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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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ENR
|
New York Stock Exchange
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Series A Mandatory Convertible Preferred Stock, par value $.01 per share
|
ENR PRA
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
|
☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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INDEX
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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
|
||
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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||
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|
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5
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||
6
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||
7
|
||
7A
|
||
8
|
||
9
|
||
9A
|
||
9B
|
||
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PART III
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||
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|
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10
|
||
11
|
||
12
|
||
13
|
||
14
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||
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PART IV
|
||
|
|
|
15
|
||
16
|
•
|
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;
|
•
|
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;
|
•
|
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
|
•
|
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.
|
•
|
the possibility of expropriation, confiscatory taxation or price controls;
|
•
|
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;
|
•
|
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;
|
•
|
the effect of the U.S. tax treatment of foreign source income and losses, and other restrictions on the flow of capital between countries;
|
•
|
adverse changes in local investment, local employment, local training or exchange control regulations;
|
•
|
restrictions on and taxation of international imports and exports;
|
•
|
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;
|
•
|
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;
|
•
|
legal and regulatory constraints, including tariffs and other trade barriers, including current uncertainty;
|
•
|
difficulty in enforcing contractual and intellectual property rights; and
|
•
|
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.
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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
|
•
|
limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise.
|
•
|
use cash that we may need in the future to operate our business;
|
•
|
incur large charges or substantial liabilities;
|
•
|
incur debt on terms unfavorable to us or that we are unable to repay; and
|
•
|
encounter difficulties retaining key employees of the acquired company.
|
•
|
the challenge of integrating complex systems, operating procedures, compliance programs, technology, networks and other assets of the Acquisitions in a manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;
|
•
|
employees may voluntarily or involuntarily separate employment from us because of the Acquisitions;
|
•
|
our management may have its attention diverted while trying to integrate the Acquisitions;
|
•
|
we may encounter obstacles when incorporating the Acquisitions into our operations and management, including integrating or separating personnel, financial systems, operating procedures, regulatory compliance programs, technology, networks and other assets in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;
|
•
|
the challenge of managing the expanded operations of a significantly larger and more complex company and coordinating geographically separate organizations;
|
•
|
differences in business backgrounds, corporate cultures and management philosophies;
|
•
|
integration may be more costly, more time consuming and complex or less effective than anticipated;
|
•
|
inability to maintain uniform standards, controls and procedures; and
|
•
|
we may discover previously undetected operational or other issues, such as fraud.
|
•
|
failure to effectively transfer liabilities, contracts, operations, facilities and employees to buyers;
|
•
|
requirements that we retain or indemnify buyers against certain liabilities and obligations;
|
•
|
the possibility that we will become subject to third-party claims arising out of such divestiture;
|
•
|
challenges in identifying and separating the intellectual property and data to be divested from the intellectual property and data that we wish to retain;
|
•
|
inability to reduce fixed costs previously associated with the divested assets or business;
|
•
|
challenges in collecting the proceeds from any divestiture;
|
•
|
ability to reduce costs to achieve expected synergies for the rest of our business;
|
•
|
disruption of our ongoing business and distraction of management;
|
•
|
difficulties with transition services following the divestiture that result in material impacts to our ongoing operations;
|
•
|
loss of key employees who leave our company as a result of a divestiture; and
|
•
|
if customers or partners of the divested business do not receive the same level of service from the new owners, our other businesses may be adversely affected, to the extent that these customers or partners also purchase other products offered by us or otherwise conduct business with our retained business.
|
•
|
limitations on the ability of our shareholders to call a special meeting;
|
•
|
rules regarding how we may present proposals or nominate directors for election at shareholder meetings;
|
•
|
the right of our Board of Directors to issue preferred stock without shareholder approval;
|
•
|
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; and
|
•
|
the ability of our directors, and not shareholders, to fill vacancies on our Board of Directors.
|
Issuer Purchases of Equity Securities
|
|||||||||
Period
|
Total Number of Shares Purchased (1)
|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
Maximum Number That May Yet Be Purchased Under the Plans or Programs
|
|||||
July 1, 2019 - July 31, 2019
|
29,162
|
|
$
|
40.26
|
|
—
|
|
2,802,791
|
|
August 1, 2019 - August 31, 2019
|
73
|
|
$
|
37.49
|
|
—
|
|
2,802,791
|
|
September 1, 2019 - September 30, 2019
|
51
|
|
$
|
45.19
|
|
—
|
|
2,802,791
|
|
Total
|
29,286
|
|
$
|
40.26
|
|
—
|
|
|
|
|
6/12/15
|
|
9/30/15
|
|
9/30/16
|
|
9/30/17
|
|
9/30/18
|
|
9/30/19
|
||||||
Energizer Holdings, Inc.
|
|
100.0
|
|
|
111.3
|
|
|
147.2
|
|
|
138.8
|
|
|
179.5
|
|
|
138.0
|
|
S&P Midcap 400
|
|
100.0
|
|
|
90.3
|
|
|
104.1
|
|
|
122.4
|
|
|
139.8
|
|
|
136.3
|
|
S&P Household Products
|
|
100.0
|
|
|
94.9
|
|
|
118.7
|
|
|
122.1
|
|
|
118.7
|
|
|
166.2
|
|
|
For the Years Ended September 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Statements of Earnings Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,494.5
|
|
|
$
|
1,797.7
|
|
|
$
|
1,755.7
|
|
|
$
|
1,634.2
|
|
|
$
|
1,631.6
|
|
Depreciation and amortization
|
92.8
|
|
|
45.1
|
|
|
50.2
|
|
|
34.3
|
|
|
41.8
|
|
|||||
Earnings/(loss) before income taxes
|
73.1
|
|
|
175.2
|
|
|
273.3
|
|
|
165.7
|
|
|
(0.7
|
)
|
|||||
Income taxes
|
8.4
|
|
|
81.7
|
|
|
71.8
|
|
|
38.0
|
|
|
3.3
|
|
|||||
Net earnings/(loss) from continuing operations
|
$
|
64.7
|
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
|
$
|
127.7
|
|
|
$
|
(4.0
|
)
|
Earnings/(loss) per common share from continuing operations: (a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.79
|
|
|
$
|
1.56
|
|
|
$
|
3.27
|
|
|
$
|
2.06
|
|
|
$
|
(0.06
|
)
|
Diluted
|
$
|
0.78
|
|
|
$
|
1.52
|
|
|
$
|
3.22
|
|
|
$
|
2.04
|
|
|
$
|
(0.06
|
)
|
Average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
66.4
|
|
|
59.8
|
|
|
61.7
|
|
|
61.9
|
|
|
62.2
|
|
|||||
Diluted
|
67.3
|
|
|
61.4
|
|
|
62.6
|
|
|
62.2
|
|
|
62.2
|
|
|||||
Dividend per common share (a)
|
$
|
1.20
|
|
|
$
|
1.16
|
|
|
$
|
1.10
|
|
|
$
|
1.00
|
|
|
$
|
0.25
|
|
|
At September 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Balance Sheet Data (b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital (c)
|
$
|
967.8
|
|
|
$
|
419.9
|
|
|
$
|
438.2
|
|
|
$
|
356.4
|
|
|
$
|
610.5
|
|
Property, plant and equipment, net
|
362.0
|
|
|
166.7
|
|
|
176.5
|
|
|
201.7
|
|
|
205.6
|
|
|||||
Total assets (d)
|
5,449.6
|
|
|
3,178.8
|
|
|
1,823.6
|
|
|
1,731.5
|
|
|
1,618.6
|
|
|||||
Long-term debt
|
3,461.6
|
|
|
976.1
|
|
|
978.5
|
|
|
981.7
|
|
|
984.3
|
|
|||||
Long-term debt held in escrow (e)
|
—
|
|
|
1,230.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
The Company issued a $0.30 per share dividend in each quarter of 2019 for a total dividend of $1.20 per share, 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.
|
(b)
|
The balances as of September 30, 2019 include the working capital and assets of the Battery and Auto Care Acquisitions, as well as the debt assumed to complete those transactions in fiscal 2019.
|
(c)
|
Working capital is current assets less current liabilities.
|
(d)
|
At September 30, 2018, total assets included $1,246.2 of restricted cash associated with the debt from the Battery Acquisition which was funded into escrow in fiscal 2018 and utilized to complete the transaction in fiscal 2019.
|
(e)
|
This represents the debt related to the Battery Acquisition which was funded into escrow in fiscal 2018 and then released from escrow in fiscal 2019 to complete the acquisition.
|
•
|
market and economic conditions;
|
•
|
market trends in the categories in which we compete;
|
•
|
our ability to integrate businesses, to realize the projected results of acquisitions of the acquired businesses, and to obtain expected cost savings, synergies and other anticipated benefits of the acquired businesses within the expected timeframe, or at all;
|
•
|
the impact of the acquired businesses on our business operations;
|
•
|
our ability to close the divestiture of the Europe-based Varta® consumer battery, chargers, portable power and portable lighting business which serves the Europe, the Middle East and Africa markets;
|
•
|
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;
|
•
|
financial strength of distributors and suppliers;
|
•
|
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 risk of economic uncertainty associated with the pending exit of the United Kingdom from the European Union or any other similar referendums that may be held;
|
•
|
the impact of adverse or unexpected weather conditions;
|
•
|
uncertainty from the expected discontinuance of LIBOR and the transition to any other interest rate benchmark;
|
•
|
the impact of raw materials and other commodity costs;
|
•
|
the impact of legislative changes or regulatory determinations or changes by federal, state and local, and foreign authorities, including customs and tariff determinations, as well as the impact of potential changes to tax laws, policies and regulations;
|
•
|
costs and reputational damage associated with cyber-attacks or information security breaches or other events;
|
•
|
the impact of advertising and product liability claims and other litigation; and
|
•
|
compliance with debt covenants and maintenance of credit ratings as well as the impact of interest and principal repayment of our existing and any future debt.
|
|
For the Twelve Months Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net earnings attributable to common shareholders
|
$
|
39.1
|
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
Mandatory preferred stock dividends
|
(12.0
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings
|
51.1
|
|
|
93.5
|
|
|
201.5
|
|
|||
Net loss from discontinued operations, net of income tax expense
|
(13.6
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings from continuing operations
|
$
|
64.7
|
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
|
|
|
|
|
|
||||||
Pre-tax adjustments
|
|
|
|
|
|
||||||
Acquisition and integration (1)
|
188.4
|
|
|
84.6
|
|
|
8.4
|
|
|||
Settlement loss on pension plan terminations (2)
|
3.7
|
|
|
14.1
|
|
|
—
|
|
|||
Gain on sale of real estate
|
—
|
|
|
(4.6
|
)
|
|
(16.9
|
)
|
|||
Spin restructuring
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|||
Total adjustments, pre-tax
|
$
|
192.1
|
|
|
$
|
94.1
|
|
|
$
|
(12.3
|
)
|
After tax adjustments
|
|
|
|
|
|
||||||
Acquisition and integration
|
148.1
|
|
|
61.6
|
|
|
4.2
|
|
|||
Settlement loss on pension terminations
|
3.7
|
|
|
10.4
|
|
|
—
|
|
|||
Gain on sale of real estate
|
—
|
|
|
(3.5
|
)
|
|
(16.5
|
)
|
|||
Spin restructuring
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|||
Acquisition withholding tax (3)
|
—
|
|
|
6.0
|
|
|
—
|
|
|||
One-time impact of the new U.S. Tax Legislation
|
(0.4
|
)
|
|
39.1
|
|
|
—
|
|
|||
Total adjustments, after tax
|
$
|
151.4
|
|
|
$
|
113.6
|
|
|
$
|
(14.7
|
)
|
Adjusted net earnings from continuing operations (4)
|
$
|
216.1
|
|
|
$
|
207.1
|
|
|
$
|
186.8
|
|
|
|
|
|
|
|
||||||
|
For the Twelve Months Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Diluted net earnings per common share - continuing operations
|
$
|
0.78
|
|
|
$
|
1.52
|
|
|
$
|
3.22
|
|
Adjustments
|
|
|
|
|
|
||||||
Acquisition and integration
|
2.06
|
|
|
1.00
|
|
|
0.06
|
|
|||
Settlement loss on pension terminations
|
0.05
|
|
|
0.17
|
|
|
—
|
|
|||
Gain on sale of real estate
|
—
|
|
|
(0.06
|
)
|
|
(0.26
|
)
|
|||
Spin restructuring
|
—
|
|
|
—
|
|
|
(0.04
|
)
|
|||
Acquisition withholding tax
|
—
|
|
|
0.10
|
|
|
—
|
|
|||
One-time impact of the new U.S. Tax Legislation
|
(0.01
|
)
|
|
0.64
|
|
|
—
|
|
|||
Impact for diluted share calculation
|
0.12
|
|
|
—
|
|
|
—
|
|
|||
Adjusted diluted net earnings per diluted share - continuing operations
|
$
|
3.00
|
|
|
$
|
3.37
|
|
|
$
|
2.98
|
|
Weighted average shares of common stock - Diluted
|
67.3
|
|
|
61.4
|
|
|
62.6
|
|
|||
Adjusted weighted average shares of common stock - Diluted (5)
|
72.0
|
|
|
61.4
|
|
|
62.6
|
|
|
Twelve Months Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of products sold
|
$
|
58.7
|
|
|
$
|
0.2
|
|
|
$
|
1.1
|
|
Selling, general and administrative expense
|
82.3
|
|
|
62.9
|
|
|
4.0
|
|
|||
Research and development expense
|
1.1
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
65.6
|
|
|
41.9
|
|
|
—
|
|
|||
Other items, net
|
(19.3
|
)
|
|
(20.4
|
)
|
|
3.3
|
|
|||
Total acquisition and integration costs
|
$
|
188.4
|
|
|
$
|
84.6
|
|
|
$
|
8.4
|
|
|
|
For the Years Ended September 30,
|
||||||||||||||||
|
|
2019
|
|
% Chg
|
|
2018
|
|
% Chg
|
|
2017
|
||||||||
Net sales - prior year
|
|
$
|
1,797.7
|
|
|
|
|
$
|
1,755.7
|
|
|
|
|
$
|
1,634.2
|
|
||
Organic
|
|
73.4
|
|
|
4.1
|
%
|
|
22.5
|
|
|
1.3
|
%
|
|
49.9
|
|
|||
Impact of Battery Acquisition
|
|
338.9
|
|
|
18.9
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Auto Care Acquisition
|
|
315.8
|
|
|
17.6
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Nu Finish Acquisition
|
|
5.9
|
|
|
0.3
|
%
|
|
2.3
|
|
|
0.1
|
%
|
|
—
|
|
|||
Impact of 2016 Auto Care Acquisition
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
83.1
|
|
|||
Change in Argentina operations
|
|
(4.5
|
)
|
|
(0.3
|
)%
|
|
(1.9
|
)
|
|
(0.1
|
)%
|
|
2.6
|
|
|||
Impact of currency
|
|
(32.7
|
)
|
|
(1.8
|
)%
|
|
19.1
|
|
|
1.1
|
%
|
|
(14.1
|
)
|
|||
Net sales - current year
|
|
$
|
2,494.5
|
|
|
38.8
|
%
|
|
$
|
1,797.7
|
|
|
2.4
|
%
|
|
$
|
1,755.7
|
|
•
|
Category growth and distribution gains which contributed 2.7% to the organic increase;
|
•
|
Favorable pricing across several markets increased net sales by 0.9%; and
|
•
|
The impact of the reclassification of licensing revenues contributed 0.5%.
|
•
|
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
|
•
|
Distribution gains across both segments and increased volumes at existing customers, primarily in North America,
|
•
|
Partially offsetting the increase was lapping of storm volume from prior year of 0.9% and the May 2017 divestiture of
|
|
|
For the Years Ended September 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Other items, net
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
(7.7
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(2.0
|
)
|
Interest income on restricted cash (1)
|
|
(5.8
|
)
|
|
(5.2
|
)
|
|
—
|
|
|||
Foreign currency exchange loss
|
|
5.2
|
|
|
8.1
|
|
|
4.7
|
|
|||
Pension benefit other than service costs
|
|
(2.3
|
)
|
|
(6.3
|
)
|
|
(11.7
|
)
|
|||
Settlement loss on pension plan terminations (2)
|
|
3.7
|
|
|
14.1
|
|
|
—
|
|
|||
Acquisition foreign currency gain (3)
|
|
(13.6
|
)
|
|
(15.2
|
)
|
|
—
|
|
|||
Settlement of acquired business hedging contracts (4)
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|||
Transition services agreement income
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on sale of promotional business (5)
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|||
Other
|
|
6.1
|
|
|
(0.7
|
)
|
|
0.7
|
|
|||
Total Other items, net
|
|
$
|
(14.3
|
)
|
|
$
|
(6.6
|
)
|
|
$
|
(5.0
|
)
|
Segment Net Sales
|
|
For the Years Ended September 30,
|
||||||||||||||||
|
|
2019
|
|
% Chg
|
|
2018
|
|
% Chg
|
|
2017
|
||||||||
Americas
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
1,135.6
|
|
|
|
|
$
|
1,111.8
|
|
|
|
|
$
|
1,002.0
|
|
||
Organic
|
|
36.1
|
|
|
3.2
|
%
|
|
20.5
|
|
|
1.8
|
%
|
|
34.1
|
|
|||
Impact of Battery Acquisition
|
|
278.5
|
|
|
24.5
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Auto Care Acquisition
|
|
288.7
|
|
|
25.4
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Nu Finish Acquisition
|
|
5.7
|
|
|
0.5
|
%
|
|
2.2
|
|
|
0.2
|
%
|
|
—
|
|
|||
Impact of 2016 Auto Care Acquisition
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
74.2
|
|
|||
Change in Argentina operations
|
|
(4.5
|
)
|
|
(0.4
|
)%
|
|
(1.9
|
)
|
|
(0.2
|
)%
|
|
2.6
|
|
|||
Impact of currency
|
|
(5.3
|
)
|
|
(0.4
|
)%
|
|
3.0
|
|
|
0.3
|
%
|
|
(1.1
|
)
|
|||
Net sales - current year
|
|
$
|
1,734.8
|
|
|
52.8
|
%
|
|
$
|
1,135.6
|
|
|
2.1
|
%
|
|
$
|
1,111.8
|
|
International
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
662.1
|
|
|
|
|
$
|
643.9
|
|
|
|
|
$
|
632.2
|
|
||
Organic
|
|
37.3
|
|
|
5.6
|
%
|
|
2.0
|
|
|
0.3
|
%
|
|
15.8
|
|
|||
Impact of Battery Acquisition
|
|
60.4
|
|
|
9.1
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Auto Care Acquisition
|
|
27.1
|
|
|
4.1
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Nu Finish Acquisition
|
|
0.2
|
|
|
—
|
%
|
|
0.1
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of 2016 Auto Care Acquisition
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
8.9
|
|
|||
Impact of currency
|
|
(27.4
|
)
|
|
(4.1
|
)%
|
|
16.1
|
|
|
2.5
|
%
|
|
(13.0
|
)
|
|||
Net sales - current year
|
|
$
|
759.7
|
|
|
14.7
|
%
|
|
$
|
662.1
|
|
|
2.8
|
%
|
|
$
|
643.9
|
|
Total Net Sales
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales - prior year
|
|
$
|
1,797.7
|
|
|
|
|
$
|
1,755.7
|
|
|
|
|
$
|
1,634.2
|
|
||
Organic
|
|
73.4
|
|
|
4.1
|
%
|
|
22.5
|
|
|
1.3
|
%
|
|
49.9
|
|
|||
Impact of Battery Acquisition
|
|
338.9
|
|
|
18.9
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Auto Care Acquisition
|
|
315.8
|
|
|
17.6
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Nu Finish Acquisition
|
|
5.9
|
|
|
0.3
|
%
|
|
2.3
|
|
|
0.1
|
%
|
|
—
|
|
|||
Impact of 2016 Auto Care Acquisition
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
83.1
|
|
|||
Change in Argentina operations
|
|
(4.5
|
)
|
|
(0.3
|
)%
|
|
(1.9
|
)
|
|
(0.1
|
)%
|
|
2.6
|
|
|||
Impact of currency
|
|
(32.7
|
)
|
|
(1.8
|
)%
|
|
19.1
|
|
|
1.1
|
%
|
|
(14.1
|
)
|
|||
Net sales - current year
|
|
$
|
2,494.5
|
|
|
38.8
|
%
|
|
$
|
1,797.7
|
|
|
2.4
|
%
|
|
$
|
1,755.7
|
|
•
|
Americas net sales improved 52.8% versus the prior fiscal year, including the impact of the acquisitions which increased net sales by 50.4%, a 0.4% decline due to our Argentina operations, and an unfavorable currency impact on sales of 0.4%. Excluding the impact of Argentina, currency movement and the acquisitions, organic net sales increased 3.2% due to category growth, distribution gains, pricing and the reclassification of licensing income.
|
•
|
International net sales improved 14.7% versus the prior fiscal year, which included an increase of 13.2% from the impact of the acquisitions and unfavorable foreign currency movements of 4.1%. Excluding the impacts of the acquisitions and foreign currency movements, organic net sales improved 5.6% resulting from strong volumes, phasing of holiday promotional activity and pricing actions in our developed and modern markets as well as the reclassification of licensing revenue.
|
•
|
Americas net sales increased 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 and the Nu Finsh 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 favorable currency movements. Excluding the impact of currency movements, organic net sales improved 0.3% driven primarily by pricing actions taken in certain markets as well as distribution gains partially offset by the timing of holiday activity.
|
Segment Profit
|
For the Years Ended September 30,
|
||||||||||||||||
|
2019
|
|
% Chg
|
|
2018
|
|
% Chg
|
|
2017
|
||||||||
Americas
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
$
|
326.1
|
|
|
|
|
$
|
310.0
|
|
|
|
|
$
|
266.5
|
|
||
Organic
|
17.4
|
|
|
5.3
|
%
|
|
13.7
|
|
|
4.4
|
%
|
|
23.9
|
|
|||
Impact of Battery Acquisition
|
42.5
|
|
|
13.0
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Auto Care Acquisition
|
74.5
|
|
|
22.8
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Nu Finish Acquisition
|
1.9
|
|
|
0.6
|
%
|
|
0.9
|
|
|
0.3
|
%
|
|
—
|
|
|||
Impact of 2016 Auto Care Acquisition
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
20.4
|
|
|||
Change in Argentina operations
|
(2.2
|
)
|
|
(0.7
|
)%
|
|
(0.6
|
)
|
|
(0.2
|
)%
|
|
—
|
|
|||
Impact of currency
|
(3.6
|
)
|
|
(1.0
|
)%
|
|
2.1
|
|
|
0.7
|
%
|
|
(0.8
|
)
|
|||
Segment Profit - current year
|
$
|
456.6
|
|
|
40.0
|
%
|
|
$
|
326.1
|
|
|
5.2
|
%
|
|
$
|
310.0
|
|
International
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
$
|
149.6
|
|
|
|
|
$
|
143.0
|
|
|
|
|
$
|
121.7
|
|
||
Organic
|
22.5
|
|
|
15.0
|
%
|
|
(3.7
|
)
|
|
(2.6
|
)%
|
|
22.6
|
|
|||
Impact of Battery Acquisition
|
20.2
|
|
|
13.5
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Auto Care Acquisition
|
2.3
|
|
|
1.5
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Nu Finish Acquisition
|
0.1
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of 2016 Auto Care Acquisition
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
5.1
|
|
|||
Impact of currency
|
(19.8
|
)
|
|
(13.2
|
)%
|
|
10.3
|
|
|
7.2
|
%
|
|
(6.4
|
)
|
|||
Segment Profit - current year
|
$
|
174.9
|
|
|
16.9
|
%
|
|
$
|
149.6
|
|
|
4.6
|
%
|
|
$
|
143.0
|
|
Total Segment Profit
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Profit - prior year
|
$
|
475.7
|
|
|
|
|
$
|
453.0
|
|
|
|
|
$
|
388.2
|
|
||
Organic
|
39.9
|
|
|
8.4
|
%
|
|
10.0
|
|
|
2.2
|
%
|
|
46.5
|
|
|||
Impact of Battery Acquisition
|
62.7
|
|
|
13.2
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Auto Care Acquisition
|
76.8
|
|
|
16.1
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Impact of Nu Finish Acquisition
|
2.0
|
|
|
0.4
|
%
|
|
0.9
|
|
|
0.2
|
%
|
|
—
|
|
|||
Impact of 2016 Auto Care Acquisition
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
25.5
|
|
|||
Change in Argentina operations
|
(2.2
|
)
|
|
(0.5
|
)%
|
|
(0.6
|
)
|
|
(0.1
|
)%
|
|
—
|
|
|||
Impact of currency
|
(23.4
|
)
|
|
(4.8
|
)%
|
|
12.4
|
|
|
2.7
|
%
|
|
(7.2
|
)
|
|||
Segment Profit - current year
|
$
|
631.5
|
|
|
32.8
|
%
|
|
$
|
475.7
|
|
|
5.0
|
%
|
|
$
|
453.0
|
|
•
|
Americas segment profit was $456.6, an increase of $130.5, or 40.0%, versus the prior fiscal year inclusive of the $118.9 increase due to the acquisitions. This increase was partially offset by $2.2 of unfavorable changes in Argentina operations and unfavorable foreign currency movements of $3.6. Excluding the impact of currency movements, the acquisitions, and changes in Argentina operations, segment profit increased $17.4, or 5.3%. This increase was driven by top-line growth noted above as well as favorable gross profit improvement slightly offset by higher overhead spending.
|
•
|
International segment profit was $174.9, an increase of $25.3, or 16.9%, versus the prior fiscal year inclusive of the positive impact of the acquisitions of $22.6 as well as the unfavorable $19.8 impact of currency movements.
|
•
|
The 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 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 decreased $3.7, or 2.6%, as top-line growth was more than offset by unfavorable product and customer mix and increased overhead spending due to current year investments in our continuous improvement initiatives.
|
GENERAL CORPORATE
|
|
For the Years Ended September 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
General corporate and other expenses
|
|
$
|
111.5
|
|
|
$
|
97.3
|
|
|
$
|
92.5
|
|
Global marketing expenses
|
|
18.2
|
|
|
19.0
|
|
|
21.5
|
|
|||
Total
|
|
$
|
129.7
|
|
|
$
|
116.3
|
|
|
$
|
114.0
|
|
% of net sales
|
|
5.2
|
%
|
|
6.5
|
%
|
|
6.5
|
%
|
•
|
Capital expenditures were $55.1, $24.2, and $25.2 in fiscal years 2019, 2018 and 2017, respectively.
|
•
|
Proceeds from asset sales were $0.2, $6.1 and $27.2 in fiscal 2019, 2018 and 2017, 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 $2,460.0 in fiscal 2019 related to the Battery and Auto Care Acquisitions and $38.1 in fiscal 2018 for the purchase of Nu Finish.
|
•
|
Cash proceeds from issuance of debt with original maturities greater than 90 days of $1,800.0 related to the funding of the 2018 Term Loans utilized to fund the Battery Acquisition and the bonds utilized to fund the Auto Care Acquisition;
|
•
|
Payments on debt with maturities greater than 90 days of $529.5, primarily related to the repayment of our Term Loan due in 2022 and additional $140.0 of payments on the 2018 Term Loan A and 2018 Term Loan B;
|
•
|
Payments of debt with maturities of 90 days or less of $214.1, primarily related to repayment of borrowings on our 2015 Revolving Facility;
|
•
|
Debt issuance costs of $40.1 related to the 2018 Term Loans and bonds utilized to fund the Auto Care Acquisition;
|
•
|
Net proceeds from the issuance of common stock of $205.3 utilized to fund the Auto Care Acquisition;
|
•
|
Net proceeds from the issuance of Mandatory Preferred Convertible Stock (MCPS) of $199.5 utilized to fund the Auto Care Acquisition;
|
•
|
Dividends paid on common stock of $83.0 during fiscal 2019 (see below);
|
•
|
Dividends paid on mandatory convertible preferred stock of $8.0 during fiscal 2019 (see below);
|
•
|
Purchase of treasury stock representing the cash paid for stock repurchases under the current authorization during the twelve months ended September 30, 2019 (see below); and
|
•
|
Taxes paid for withheld share-based payments of $8.3.
|
•
|
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 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 2015 Revolving Facility;
|
•
|
Debt issuance costs of $22.6 related the escrowed bonds for the Battery Acquisition;
|
•
|
Dividends paid on common stock of $70.0 during fiscal 2018;
|
•
|
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); and
|
•
|
Taxes paid for withheld share-based payments of $10.4.
|
•
|
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 (2015 Term Loan);
|
•
|
Increase on debt with maturities of 90 days or less of $36.5 representing the increase in notes payable and our 2015 Revolving Facility;
|
•
|
Debt issuance costs of $0.8;
|
•
|
Dividends paid of $69.1 during fiscal 2017;
|
•
|
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); and
|
•
|
Taxes paid for withheld share-based payments of $10.0.
|
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term debt, including current maturities
|
|
$
|
3,468.4
|
|
|
$
|
—
|
|
|
$
|
97.5
|
|
|
$
|
20.0
|
|
|
$
|
3,350.9
|
|
Interest on long-term debt (1)
|
|
1,258.6
|
|
|
189.2
|
|
|
373.6
|
|
|
368.2
|
|
|
327.6
|
|
|||||
Notes payable
|
|
31.9
|
|
|
31.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
|
83.8
|
|
|
16.8
|
|
|
16.9
|
|
|
11.2
|
|
|
38.9
|
|
|||||
Capital leases (2)
|
|
118.4
|
|
|
9.5
|
|
|
18.8
|
|
|
15.8
|
|
|
74.3
|
|
|||||
Pension plans (3)
|
|
5.7
|
|
|
5.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations and other (4)
|
|
15.5
|
|
|
15.0
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|||||
Mandatory transition tax
|
|
16.7
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
|
7.1
|
|
|||||
Total
|
|
$
|
4,999.0
|
|
|
$
|
268.1
|
|
|
$
|
507.3
|
|
|
$
|
424.8
|
|
|
$
|
3,798.8
|
|
(1)
|
The above table is based upon the debt balance and LIBOR rate on drawn debt as of September 30, 2019. 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, and continues to decrease until its termination date of December 31, 2020. The notional value of the swap was $300.0 at September 30, 2019.
|
(2)
|
Capital lease payments include the full capital lease obligation of $46.9, as well as interest included in the payment of $71.5.
|
(3)
|
Globally, total pension contributions for the Company in the next year are estimated to be $5.7. The projected payments beyond fiscal year 2020 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 - The Company measures revenue as the amount of consideration for which it expects to be entitled in exchange for transferring goods. Net sales reflect the transaction prices for contracts, which include units shipped at selling list prices reduced by variable consideration as determined by the terms of each individual contract. Discounts are offered to customers for early payment and an estimate of the discount 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
|
•
|
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 advisors 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
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
2,494.5
|
|
|
$
|
1,797.7
|
|
|
$
|
1,755.7
|
|
Cost of products sold
|
|
1,490.7
|
|
|
966.8
|
|
|
944.4
|
|
|||
Gross profit
|
|
$
|
1,003.8
|
|
|
$
|
830.9
|
|
|
$
|
811.3
|
|
Selling, general and administrative expense
|
|
515.7
|
|
|
421.7
|
|
|
361.3
|
|
|||
Advertising and sales promotion expense
|
|
127.3
|
|
|
112.9
|
|
|
116.1
|
|
|||
Research and development expense
|
|
32.8
|
|
|
22.4
|
|
|
22.0
|
|
|||
Amortization of intangible assets
|
|
43.2
|
|
|
11.5
|
|
|
11.2
|
|
|||
Spin restructuring
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|||
Gain on sale of real estate
|
|
—
|
|
|
(4.6
|
)
|
|
(16.9
|
)
|
|||
Interest expense
|
|
226.0
|
|
|
98.4
|
|
|
53.1
|
|
|||
Other items, net
|
|
(14.3
|
)
|
|
(6.6
|
)
|
|
(5.0
|
)
|
|||
Earnings before income taxes
|
|
$
|
73.1
|
|
|
$
|
175.2
|
|
|
$
|
273.3
|
|
Income tax provision
|
|
8.4
|
|
|
81.7
|
|
|
71.8
|
|
|||
Net earnings from continuing operations
|
|
$
|
64.7
|
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
Net loss from discontinued operations, net of income tax expense of $4.0
|
|
(13.6
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings
|
|
$
|
51.1
|
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
Mandatory preferred stock dividends
|
|
(12.0
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings attributable to common shareholders
|
|
$
|
39.1
|
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
|
|
|
|
|
|
|
||||||
Earnings Per Share
|
|
|
|
|
|
|
||||||
Basic net earnings per common share - continuing operations
|
|
$
|
0.79
|
|
|
$
|
1.56
|
|
|
$
|
3.27
|
|
Basic net loss per common share - discontinued operations
|
|
(0.20
|
)
|
|
—
|
|
|
—
|
|
|||
Basic net earnings per common share
|
|
$
|
0.59
|
|
|
$
|
1.56
|
|
|
$
|
3.27
|
|
|
|
|
|
|
|
|
||||||
Diluted net earnings per common share - continuing operations
|
|
$
|
0.78
|
|
|
$
|
1.52
|
|
|
$
|
3.22
|
|
Diluted net loss per common share - discontinued operations
|
|
(0.20
|
)
|
|
—
|
|
|
—
|
|
|||
Diluted net earnings per common share
|
|
$
|
0.58
|
|
|
$
|
1.52
|
|
|
$
|
3.22
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares of common stock - Basic
|
|
66.4
|
|
|
59.8
|
|
|
61.7
|
|
|||
Weighted average shares of common stock- Diluted
|
|
67.3
|
|
|
61.4
|
|
|
62.6
|
|
|||
|
|
|
|
|
|
|
||||||
Dividend Per Common Share
|
|
$
|
1.20
|
|
|
$
|
1.16
|
|
|
$
|
1.10
|
|
|
|
|
|
|
|
|
||||||
Statement of Comprehensive Income
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
51.1
|
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
Other comprehensive (loss)/income, net of tax (benefit)/expense
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(10.4
|
)
|
|
(20.5
|
)
|
|
6.3
|
|
|||
Pension activity, net of tax of ($12.1) in 2019, $6.3 in 2018, and $9.0 in 2017
|
|
(36.9
|
)
|
|
22.9
|
|
|
20.5
|
|
|||
Deferred (loss)/gain on hedging activity, net of tax of ($3.1) in 2019, $4.4 in 2018, and $1.7 in 2017
|
|
(9.2
|
)
|
|
15.0
|
|
|
0.5
|
|
|||
Total comprehensive (loss)/income
|
|
$
|
(5.4
|
)
|
|
$
|
110.9
|
|
|
$
|
228.8
|
|
|
|
SEPTEMBER 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
258.5
|
|
|
$
|
522.1
|
|
Trade receivables, net
|
|
340.2
|
|
|
230.4
|
|
||
Inventories
|
|
469.3
|
|
|
323.1
|
|
||
Other current assets
|
|
177.1
|
|
|
95.5
|
|
||
Assets held for sale
|
|
791.7
|
|
|
—
|
|
||
Total current assets
|
|
$
|
2,036.8
|
|
|
$
|
1,171.1
|
|
Restricted cash
|
|
—
|
|
|
1,246.2
|
|
||
Property, plant and equipment, net
|
|
362.0
|
|
|
166.7
|
|
||
Goodwill
|
|
1,004.8
|
|
|
244.2
|
|
||
Other intangible assets, net
|
|
1,958.9
|
|
|
232.7
|
|
||
Deferred tax asset
|
|
22.8
|
|
|
36.9
|
|
||
Other assets
|
|
64.3
|
|
|
81.0
|
|
||
Total assets
|
|
$
|
5,449.6
|
|
|
$
|
3,178.8
|
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
—
|
|
|
$
|
4.0
|
|
Current portion of capital leases
|
|
1.6
|
|
|
—
|
|
||
Notes payable
|
|
31.9
|
|
|
247.3
|
|
||
Accounts payable
|
|
299.0
|
|
|
228.9
|
|
||
Other current liabilities
|
|
333.6
|
|
|
271.0
|
|
||
Liabilities held for sale
|
|
402.9
|
|
|
—
|
|
||
Total current liabilities
|
|
$
|
1,069.0
|
|
|
$
|
751.2
|
|
Long-term debt
|
|
3,461.6
|
|
|
976.1
|
|
||
Long-term debt held in escrow
|
|
—
|
|
|
1,230.7
|
|
||
Deferred tax liability
|
|
170.6
|
|
|
19.3
|
|
||
Other liabilities
|
|
204.6
|
|
|
177.0
|
|
||
Total liabilities
|
|
$
|
4,905.8
|
|
|
$
|
3,154.3
|
|
Shareholders' equity
|
|
|
|
|
||||
Common stock, $0.01 par value, 72,386,840 and 62,420,421 shares
|
|
|
|
|
||||
issued at 2019 and 2018, respectively
|
|
0.7
|
|
|
0.6
|
|
||
Mandatory convertible preferred stock, $0.01 par value, 2,156,250 shares issued at 2019
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
870.3
|
|
|
217.8
|
|
||
Retained earnings
|
|
129.5
|
|
|
177.3
|
|
||
Common stock in treasury, at cost, 3,484,807 and 2,812,320 shares
|
|
|
|
|
||||
in 2019 and 2018, respectively
|
|
(158.4
|
)
|
|
(129.4
|
)
|
||
Accumulated other comprehensive loss
|
|
(298.3
|
)
|
|
(241.8
|
)
|
||
Total shareholders' equity
|
|
$
|
543.8
|
|
|
$
|
24.5
|
|
Total liabilities and shareholders' equity
|
|
$
|
5,449.6
|
|
|
$
|
3,178.8
|
|
|
|
FOR THE YEARS ENDED SEPTEMBER 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flow from Operating Activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
51.1
|
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
Loss from discontinued operations, net of tax
|
|
(13.6
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings form continuing operations
|
|
$
|
64.7
|
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
Non-cash integration and restructuring charges/(income)
|
|
3.0
|
|
|
—
|
|
|
(2.5
|
)
|
|||
Depreciation and amortization
|
|
92.8
|
|
|
45.1
|
|
|
50.2
|
|
|||
Deferred income taxes
|
|
(33.3
|
)
|
|
1.8
|
|
|
(4.4
|
)
|
|||
Share based compensation expense
|
|
27.1
|
|
|
28.2
|
|
|
24.3
|
|
|||
Gain on sale of real estate
|
|
—
|
|
|
(4.6
|
)
|
|
(16.9
|
)
|
|||
Mandatory transition tax
|
|
(0.4
|
)
|
|
33.1
|
|
|
—
|
|
|||
Inventory step up
|
|
36.2
|
|
|
0.2
|
|
|
—
|
|
|||
Settlement loss on pension plan terminations
|
|
3.7
|
|
|
14.1
|
|
|
—
|
|
|||
Non-cash items included in income, net
|
|
(4.2
|
)
|
|
7.6
|
|
|
6.2
|
|
|||
Other, net
|
|
22.1
|
|
|
(4.7
|
)
|
|
(28.7
|
)
|
|||
Changes in assets and liabilities used in operations, net of acquisitions
|
|
|
|
|
|
|
||||||
Increase in trade receivables, net
|
|
(24.9
|
)
|
|
(1.1
|
)
|
|
(43.7
|
)
|
|||
Increase in inventories
|
|
(15.2
|
)
|
|
(12.1
|
)
|
|
(30.7
|
)
|
|||
(Increase)/decrease in other current assets
|
|
(44.3
|
)
|
|
2.8
|
|
|
20.8
|
|
|||
Increase in accounts payable
|
|
5.2
|
|
|
4.4
|
|
|
13.4
|
|
|||
Increase in other current liabilities
|
|
9.6
|
|
|
20.4
|
|
|
7.7
|
|
|||
Net cash from operating activities from continuing operations
|
|
$
|
142.1
|
|
|
$
|
228.7
|
|
|
$
|
197.2
|
|
Net cash from operating activities from discontinued operations
|
|
7.4
|
|
|
—
|
|
|
—
|
|
|||
Net cash from operating activities
|
|
$
|
149.5
|
|
|
$
|
228.7
|
|
|
$
|
197.2
|
|
Cash Flow from Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(55.1
|
)
|
|
(24.2
|
)
|
|
(25.2
|
)
|
|||
Proceeds from sale of assets
|
|
0.2
|
|
|
6.1
|
|
|
27.2
|
|
|||
Acquisitions, net of cash acquired
|
|
(2,460.0
|
)
|
|
(38.1
|
)
|
|
—
|
|
|||
Net cash (used by)/from investing activities from continuing operations
|
|
$
|
(2,514.9
|
)
|
|
$
|
(56.2
|
)
|
|
$
|
2.0
|
|
Net cash used by investing activities from discontinued operations
|
|
(407.4
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used by)/from investing activities
|
|
$
|
(2,922.3
|
)
|
|
$
|
(56.2
|
)
|
|
$
|
2.0
|
|
Cash Flow from Financing Activities
|
|
|
|
|
|
|
||||||
Cash proceeds from issuance of debt with maturities greater than 90 days
|
|
1,800.0
|
|
|
1,259.9
|
|
|
—
|
|
|||
Payments on debt with maturities greater than 90 days
|
|
(529.5
|
)
|
|
(4.0
|
)
|
|
(4.0
|
)
|
|||
Net (decrease)/increase in debt with maturities 90 days or less
|
|
(214.1
|
)
|
|
143.4
|
|
|
36.5
|
|
|||
Debt issuance costs
|
|
(40.1
|
)
|
|
(22.6
|
)
|
|
(0.8
|
)
|
|||
Net proceeds from issuance of mandatory convertible preferred stock
|
|
199.5
|
|
|
—
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
|
205.3
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid on common stock
|
|
(83.0
|
)
|
|
(70.0
|
)
|
|
(69.1
|
)
|
|||
Dividends paid on mandatory convertible preferred shares
|
|
(8.0
|
)
|
|
—
|
|
|
—
|
|
|||
Common stock purchased
|
|
(45.0
|
)
|
|
(70.0
|
)
|
|
(59.5
|
)
|
|||
Taxes paid for withheld share-based payments
|
|
(8.3
|
)
|
|
(10.4
|
)
|
|
(10.0
|
)
|
|||
Net cash from/(used by) financing activities from continuing operations
|
|
$
|
1,276.8
|
|
|
$
|
1,226.3
|
|
|
$
|
(106.9
|
)
|
Net cash used by financing activities from discontinued operations
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash from/(used by) financing activities
|
|
$
|
1,272.1
|
|
|
$
|
1,226.3
|
|
|
$
|
(106.9
|
)
|
Effect of exchange rate changes on cash
|
|
(9.1
|
)
|
|
(8.5
|
)
|
|
(1.6
|
)
|
|||
Net (decrease)/increase in cash, cash equivalents, and restricted cash from continuing operations
|
|
(1,105.1
|
)
|
|
1,390.3
|
|
|
90.7
|
|
|||
Net decrease in cash, cash equivalents, and restricted cash from discontinued operations
|
|
(404.7
|
)
|
|
—
|
|
|
—
|
|
|||
Net (decrease)/increase in cash, cash equivalents, and restricted cash
|
|
$
|
(1,509.8
|
)
|
|
$
|
1,390.3
|
|
|
$
|
90.7
|
|
Cash, cash equivalents, and restricted cash, beginning of period
|
|
1,768.3
|
|
|
378.0
|
|
|
287.3
|
|
|||
Cash, cash equivalents, and restricted cash, end of period
|
|
$
|
258.5
|
|
|
$
|
1,768.3
|
|
|
$
|
378.0
|
|
|
Number of Shares
|
Amount
|
|
|
|
|
|
||||||||||||||||||
|
Preferred Shares Outstanding
|
Common Shares Outstanding
|
Preferred Stock
|
Common Stock
|
Additional Paid-in Capital
|
Retained Earnings
|
Accumulated Other Comprehensive (Loss)/Income
|
Treasury Stock
|
Total Shareholders' Equity/(Deficit)
|
||||||||||||||||
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
|
|
Net earnings from continuing operations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
64.7
|
|
—
|
|
—
|
|
64.7
|
|
|||||||
Net loss from discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(13.6
|
)
|
—
|
|
—
|
|
(13.6
|
)
|
|||||||
Share based payments
|
—
|
|
—
|
|
—
|
|
—
|
|
27.1
|
|
—
|
|
—
|
|
—
|
|
27.1
|
|
|||||||
Issuance of common stock
|
—
|
|
9,966
|
|
—
|
|
0.1
|
|
445.7
|
|
—
|
|
—
|
|
—
|
|
445.8
|
|
|||||||
Issuance of preferred stock
|
2,156
|
|
—
|
|
—
|
|
—
|
|
199.5
|
|
—
|
|
—
|
|
—
|
|
199.5
|
|
|||||||
Common stock purchased
|
—
|
|
(1,036
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(45.0
|
)
|
(45.0
|
)
|
|||||||
Activity under stock plans
|
—
|
|
364
|
|
—
|
|
—
|
|
(19.8
|
)
|
(4.5
|
)
|
—
|
|
16.0
|
|
(8.3
|
)
|
|||||||
Dividends to common shareholders
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(82.4
|
)
|
—
|
|
—
|
|
(82.4
|
)
|
|||||||
Dividends to preferred shareholders
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(12.0
|
)
|
—
|
|
—
|
|
(12.0
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(56.5
|
)
|
—
|
|
(56.5
|
)
|
|||||||
Balance,
September 30, 2019
|
2,156
|
|
68,902
|
|
$
|
—
|
|
$
|
0.7
|
|
$
|
870.3
|
|
$
|
129.5
|
|
$
|
(298.3
|
)
|
$
|
(158.4
|
)
|
$
|
543.8
|
|
|
|
At September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
|
$
|
258.5
|
|
|
$
|
522.1
|
|
Restricted cash
|
|
—
|
|
|
1,246.2
|
|
||
Total Cash, cash equivalents and restricted cash shown in the statement of cash flows
|
|
$
|
258.5
|
|
|
$
|
1,768.3
|
|
|
|
September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Trade receivables
|
|
$
|
473.1
|
|
|
$
|
357.9
|
|
Allowance for trade promotions
|
|
(129.1
|
)
|
|
(123.5
|
)
|
||
Allowance for returns and doubtful accounts
|
|
(3.8
|
)
|
|
(4.0
|
)
|
||
Trade receivables, net
|
|
$
|
340.2
|
|
|
$
|
230.4
|
|
|
For the Twelve Months Ended September 30,
|
||||||||||
Net Sales
|
2019
|
|
2018
|
|
2017
|
||||||
Batteries
|
$
|
1,959.9
|
|
|
$
|
1,612.7
|
|
|
$
|
1,548.2
|
|
Auto Care
|
409.3
|
|
|
95.4
|
|
|
110.5
|
|
|||
Lights and Licensing
|
125.3
|
|
|
89.6
|
|
|
97.0
|
|
|||
Total Net Sales
|
$
|
2,494.5
|
|
|
$
|
1,797.7
|
|
|
$
|
1,755.7
|
|
|
For the Twelve Months Ended September 30,
|
||||||||||
Net Sales
|
2019
|
|
2018
|
|
2017
|
||||||
North America
|
$
|
1,534.7
|
|
|
$
|
1,017.8
|
|
|
$
|
993.1
|
|
Latin America
|
200.1
|
|
|
117.8
|
|
|
118.7
|
|
|||
Americas
|
1,734.8
|
|
|
1,135.6
|
|
|
1,111.8
|
|
|||
Modern Markets
|
444.7
|
|
|
381.9
|
|
|
363.6
|
|
|||
Developing Markets
|
193.4
|
|
|
181.0
|
|
|
174.0
|
|
|||
Distributor Markets
|
121.6
|
|
|
99.2
|
|
|
106.3
|
|
|||
International
|
759.7
|
|
|
662.1
|
|
|
643.9
|
|
|||
Total Net Sales
|
$
|
2,494.5
|
|
|
$
|
1,797.7
|
|
|
$
|
1,755.7
|
|
Cash and cash equivalents
|
$
|
37.8
|
|
Trade receivables
|
54.2
|
|
|
Inventories
|
80.8
|
|
|
Other current assets
|
28.2
|
|
|
Assets held for sale
|
794.6
|
|
|
Property, plant and equipment, net
|
133.2
|
|
|
Goodwill
|
495.1
|
|
|
Other intangible assets, net
|
805.8
|
|
|
Other assets
|
11.5
|
|
|
Current portion of capital leases
|
(1.2
|
)
|
|
Accounts payable
|
(39.2
|
)
|
|
Other current liabilities
|
(19.5
|
)
|
|
Long-term debt
|
(14.7
|
)
|
|
Liabilities held for sale
|
(394.6
|
)
|
|
Other liabilities
|
(9.6
|
)
|
|
Net assets acquired
|
$
|
1,962.4
|
|
|
|
Total
|
|
Weighted Average Useful Lives
|
||
Trade names
|
|
$
|
587.0
|
|
|
Indefinite
|
Proprietary technology
|
|
59.0
|
|
|
6.2
|
|
Customer relationships
|
|
159.8
|
|
|
15.0
|
|
Total Other intangible assets, net
|
|
$
|
805.8
|
|
|
|
Cash and cash equivalents
|
$
|
3.3
|
|
Trade receivables
|
39.7
|
|
|
Inventories
|
98.6
|
|
|
Other current assets
|
8.9
|
|
|
Property, plant and equipment, net
|
70.8
|
|
|
Goodwill
|
270.1
|
|
|
Other intangible assets, net
|
965.3
|
|
|
Other assets
|
6.2
|
|
|
Current portion of capital leases
|
(0.4
|
)
|
|
Accounts payable
|
(28.6
|
)
|
|
Other current liabilities
|
(10.9
|
)
|
|
Long-term debt
|
(31.9
|
)
|
|
Other liabilities (deferred tax liabilities)
|
(211.9
|
)
|
|
Net assets acquired
|
$
|
1,179.2
|
|
|
|
Total
|
|
Weighted Average Useful Lives
|
||
Trade names
|
|
$
|
701.6
|
|
|
Indefinite
|
Trade names
|
|
15.4
|
|
|
15
|
|
Proprietary technology
|
|
113.5
|
|
|
9.8
|
|
Customer relationships
|
|
134.8
|
|
|
15
|
|
Total Other intangible assets, net
|
|
$
|
965.3
|
|
|
|
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
|
|
|
For the Year Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Pro forma net sales (unaudited)
|
|
$
|
2,719.4
|
|
|
$
|
2,773.7
|
|
Pro forma net earnings from continuing operations (unaudited)
|
|
159.7
|
|
|
40.1
|
|
||
Pro forma mandatory preferred stock dividends (unaudited)
|
|
16.2
|
|
|
16.2
|
|
||
Pro forma net earnings from continuing operations attributable to common shareholders (unaudited)
|
|
143.5
|
|
|
23.9
|
|
||
Pro forma diluted net earnings per common share - continuing operations (unaudited)
|
|
$
|
2.02
|
|
|
$
|
0.33
|
|
Pro forma weighted average shares of common stock - Diluted (unaudited)
|
|
71.0
|
|
|
71.4
|
|
|
|
For the Year Ended September 30,
|
||||||
Expense removed/(additional expense)
|
|
2019
|
|
2018
|
||||
Inventory step up (unaudited) (1)
|
|
$
|
28.5
|
|
|
$
|
(27.8
|
)
|
Acquisition and integration costs (unaudited) (2)
|
|
44.3
|
|
|
(43.3
|
)
|
||
Interest and ticking fees on escrowed debt (unaudited) (3)
|
|
21.6
|
|
|
(75.7
|
)
|
||
Gains on escrowed debt (unaudited) (4)
|
|
(10.5
|
)
|
|
(15.7
|
)
|
|
For the Year Ended September 30, 2019
|
||||||
|
Battery Acquisition
|
|
Auto Care Acquisition
|
||||
Net sales
|
$
|
338.9
|
|
|
$
|
315.8
|
|
Inventory fair value adjustment
|
14.6
|
|
|
21.6
|
|
||
Earnings before income taxes
|
8.7
|
|
|
19.6
|
|
|
September 30, 2019
|
||
Assets
|
|
||
Trade receivables
|
$
|
50.9
|
|
Inventories
|
59.8
|
|
|
Other current assets
|
41.5
|
|
|
Property, plant and equipment, net
|
78.8
|
|
|
Goodwill
|
50.5
|
|
|
Other intangible assets, net
|
489.0
|
|
|
Other assets
|
21.2
|
|
|
Assets held for sale
|
$
|
791.7
|
|
|
|
||
Liabilities
|
|
||
Current portion of capital leases
|
$
|
5.3
|
|
Accounts payable
|
45.9
|
|
|
Notes payable
|
0.6
|
|
|
Other current liabilities
|
99.8
|
|
|
Long-term debt
|
23.5
|
|
|
Deferred tax liability
|
169.9
|
|
|
Other liabilities (1)
|
57.9
|
|
|
Liabilities held for sale
|
$
|
402.9
|
|
|
For the Year Ended
|
||
|
September 30, 2019
|
||
Net sales
|
$
|
235.1
|
|
Cost of products sold
|
180.4
|
|
|
Gross profit
|
54.7
|
|
|
Selling, general and administrative expense
|
56.8
|
|
|
Advertising and sales promotion expense
|
0.8
|
|
|
Research and development expense
|
0.8
|
|
|
Interest expense
|
15.8
|
|
|
Other items, net
|
(9.9
|
)
|
|
Loss before income taxes from discontinued operations
|
(9.6
|
)
|
|
Income tax provision
|
4.0
|
|
|
Net loss from discontinued operations
|
$
|
(13.6
|
)
|
|
Twelve Months Ended
September 30, 2019
|
||
Severance and related benefit costs
|
$
|
9.8
|
|
Accelerated depreciation
|
2.3
|
|
|
Total
|
$
|
12.1
|
|
|
|
Americas
|
|
International
|
|
Total
|
||||||
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
|
|
Battery acquisition
|
|
369.4
|
|
|
125.7
|
|
|
495.1
|
|
|||
Auto Care acquisition
|
|
263.5
|
|
|
6.6
|
|
|
270.1
|
|
|||
Cumulative translation adjustment
|
|
0.3
|
|
|
(4.9
|
)
|
|
(4.6
|
)
|
|||
Balance at September 30, 2019
|
|
$
|
861.6
|
|
|
$
|
143.2
|
|
|
$
|
1,004.8
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trademarks and trade names
|
$
|
59.7
|
|
|
$
|
(9.9
|
)
|
|
$
|
49.8
|
|
Customer Relationships
|
394.2
|
|
|
(34.3
|
)
|
|
359.9
|
|
|||
Patents
|
34.5
|
|
|
(8.2
|
)
|
|
26.3
|
|
|||
Proprietary technology
|
172.5
|
|
|
(15.7
|
)
|
|
156.8
|
|
|||
Proprietary formulas
|
2.4
|
|
|
(0.3
|
)
|
|
2.1
|
|
|||
Non-Compete
|
0.5
|
|
|
(0.3
|
)
|
|
0.2
|
|
|||
Total amortizable intangible assets
|
$
|
663.8
|
|
|
$
|
(68.7
|
)
|
|
$
|
595.1
|
|
Trademarks and trade names - indefinite lived
|
1,363.8
|
|
|
—
|
|
|
1,363.8
|
|
|||
Total Other intangible assets, net
|
$
|
2,027.6
|
|
|
$
|
(68.7
|
)
|
|
$
|
1,958.9
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trademarks and trade names
|
$
|
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 amortizable intangible assets
|
$
|
181.3
|
|
|
$
|
(25.5
|
)
|
|
$
|
155.8
|
|
Trademarks and trade names - indefinite lived
|
76.9
|
|
|
—
|
|
|
76.9
|
|
|||
Total Other intangible assets, net
|
$
|
258.2
|
|
|
$
|
(25.5
|
)
|
|
$
|
232.7
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
United States - Federal
|
$
|
1.2
|
|
|
$
|
42.5
|
|
|
$
|
39.4
|
|
State
|
3.0
|
|
|
0.1
|
|
|
4.2
|
|
|||
Foreign
|
37.5
|
|
|
37.3
|
|
|
32.6
|
|
|||
Total current
|
$
|
41.7
|
|
|
$
|
79.9
|
|
|
$
|
76.2
|
|
Deferred:
|
|
|
|
|
|
||||||
United States - Federal
|
(22.1
|
)
|
|
4.5
|
|
|
(7.4
|
)
|
|||
State
|
(4.1
|
)
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|||
Foreign
|
(7.1
|
)
|
|
(2.2
|
)
|
|
3.2
|
|
|||
Total deferred
|
$
|
(33.3
|
)
|
|
$
|
1.8
|
|
|
$
|
(4.4
|
)
|
Provision for income taxes
|
$
|
8.4
|
|
|
$
|
81.7
|
|
|
$
|
71.8
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
(139.9
|
)
|
|
$
|
8.7
|
|
|
$
|
96.4
|
|
Foreign
|
213.0
|
|
|
166.5
|
|
|
176.9
|
|
|||
Pre-tax earnings
|
$
|
73.1
|
|
|
$
|
175.2
|
|
|
$
|
273.3
|
|
|
For the Years Ended September 30,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
Computed tax at federal statutory rate
|
$
|
15.3
|
|
|
21.0
|
%
|
|
$
|
42.9
|
|
|
24.5
|
%
|
|
$
|
95.7
|
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
(2.3
|
)
|
|
(3.2
|
)
|
|
0.3
|
|
|
0.2
|
|
|
2.8
|
|
|
1.0
|
|
|||
Foreign tax less than the federal rate
|
(9.0
|
)
|
|
(12.3
|
)
|
|
0.7
|
|
|
0.4
|
|
|
(23.0
|
)
|
|
(8.4
|
)
|
|||
Other taxes including repatriation of foreign earnings and GILTI
|
2.2
|
|
|
3.0
|
|
|
2.1
|
|
|
1.2
|
|
|
2.2
|
|
|
0.8
|
|
|||
Foreign tax incentives
|
(5.3
|
)
|
|
(7.3
|
)
|
|
(6.3
|
)
|
|
(3.6
|
)
|
|
(3.5
|
)
|
|
(1.3
|
)
|
|||
Impact of the Tax Act
|
(0.4
|
)
|
|
(0.5
|
)
|
|
39.0
|
|
|
22.3
|
|
|
—
|
|
|
—
|
|
|||
Nondeductible transaction expenses
|
4.8
|
|
|
6.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
3.1
|
|
|
4.2
|
|
|
3.0
|
|
|
1.6
|
|
|
(2.4
|
)
|
|
(0.8
|
)
|
|||
Total
|
$
|
8.4
|
|
|
11.5
|
%
|
|
$
|
81.7
|
|
|
46.6
|
%
|
|
$
|
71.8
|
|
|
26.3
|
%
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities
|
$
|
32.4
|
|
|
$
|
40.9
|
|
Deferred and stock-related compensation
|
14.0
|
|
|
16.9
|
|
||
Tax loss carryforwards and tax credits
|
29.6
|
|
|
13.4
|
|
||
Intangible assets
|
3.3
|
|
|
0.6
|
|
||
Pension plans
|
22.1
|
|
|
12.2
|
|
||
Inventory differences and other tax assets
|
6.6
|
|
|
2.1
|
|
||
Interest expense limited under Sec 163j
|
34.8
|
|
|
—
|
|
||
Gross deferred tax assets
|
142.8
|
|
|
86.1
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and property differences
|
(26.7
|
)
|
|
(16.2
|
)
|
||
Intangible assets
|
(249.1
|
)
|
|
(38.1
|
)
|
||
Other tax liabilities
|
(2.9
|
)
|
|
(2.2
|
)
|
||
Gross deferred tax liabilities
|
(278.7
|
)
|
|
(56.5
|
)
|
||
Valuation allowance
|
(11.9
|
)
|
|
(12.0
|
)
|
||
Net deferred tax (liabilities)/assets
|
$
|
(147.8
|
)
|
|
$
|
17.6
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized tax benefits, beginning of year
|
$
|
10.9
|
|
|
$
|
9.5
|
|
|
$
|
9.4
|
|
Additions based on prior year tax positions and acquisitions
|
2.7
|
|
|
1.4
|
|
|
1.3
|
|
|||
Reductions for prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Settlements with taxing authorities/statute expirations
|
(0.8
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||
Unrecognized tax benefits, end of year
|
$
|
12.8
|
|
|
$
|
10.9
|
|
|
$
|
9.5
|
|
|
For the Years Ended September 30,
|
||||||||||
(in millions, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Basic earnings per share
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
$
|
64.7
|
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
Mandatory preferred stock dividends
|
(12.0
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings from continuing operations attributable to common shareholders
|
52.7
|
|
|
93.5
|
|
|
201.5
|
|
|||
Net loss from discontinued operations, net of tax
|
(13.6
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings attributable to common shareholders
|
$
|
39.1
|
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic
|
66.4
|
|
|
59.8
|
|
|
61.7
|
|
|||
|
|
|
|
|
|
||||||
Basic net earnings per common share from continuing operations
|
$
|
0.79
|
|
|
$
|
1.56
|
|
|
$
|
3.27
|
|
Basic net loss per common share from discontinued operations
|
(0.20
|
)
|
|
—
|
|
|
—
|
|
|||
Basic net earnings per common share
|
$
|
0.59
|
|
|
$
|
1.56
|
|
|
$
|
3.27
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
|
|
|
|
|
||||||
Net earnings attributable to common shareholders
|
$
|
39.1
|
|
|
$
|
93.5
|
|
|
$
|
201.5
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic
|
66.4
|
|
|
59.8
|
|
|
61.7
|
|
|||
Effect of dilutive restricted stock equivalents
|
0.3
|
|
|
0.5
|
|
|
0.5
|
|
|||
Effect of dilutive performance shares
|
0.4
|
|
|
0.9
|
|
|
0.4
|
|
|||
Effect of stock based deferred compensation plan
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|||
Weighted average common shares outstanding - diluted
|
67.3
|
|
|
61.4
|
|
|
62.6
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Diluted earnings per common share from continuing operations
|
$
|
0.78
|
|
|
$
|
1.52
|
|
|
$
|
3.22
|
|
Diluted loss per common share from discontinued operations
|
(0.20
|
)
|
|
—
|
|
|
—
|
|
|||
Diluted net earnings per common share
|
$
|
0.58
|
|
|
$
|
1.52
|
|
|
$
|
3.22
|
|
|
|
Shares
|
|
Weighted-Average
Grant Date Estimated Fair Value per Share
|
|||
Nonvested RSE at October 1, 2018
|
|
1.9
|
|
|
$
|
41.24
|
|
Granted
|
|
0.5
|
|
|
$
|
58.93
|
|
Vested
|
|
(0.5
|
)
|
|
$
|
37.50
|
|
Canceled
|
|
(0.1
|
)
|
|
$
|
46.24
|
|
Nonvested RSE at September 30, 2019
|
|
1.8
|
|
|
$
|
47.70
|
|
|
|
September 30,
|
||||||||||||||
|
|
U.S.
|
|
International
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
494.5
|
|
|
$
|
525.9
|
|
|
$
|
142.6
|
|
|
$
|
203.5
|
|
Service cost
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.6
|
|
||||
Interest cost
|
|
20.4
|
|
|
18.7
|
|
|
2.9
|
|
|
3.9
|
|
||||
Actuarial loss/(gain)
|
|
52.2
|
|
|
(12.9
|
)
|
|
22.2
|
|
|
(13.8
|
)
|
||||
Benefits paid
|
|
(35.8
|
)
|
|
(36.8
|
)
|
|
(5.3
|
)
|
|
(6.4
|
)
|
||||
Plan settlements
|
|
—
|
|
|
(0.4
|
)
|
|
(10.7
|
)
|
|
(41.1
|
)
|
||||
Foreign currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|
(4.1
|
)
|
||||
Projected Benefit Obligation at end of year
|
|
$
|
531.3
|
|
|
$
|
494.5
|
|
|
$
|
145.8
|
|
|
$
|
142.6
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
|
||||||||
Estimated fair value of plan assets at beginning of year
|
|
$
|
456.0
|
|
|
$
|
477.2
|
|
|
$
|
131.6
|
|
|
$
|
173.8
|
|
Actual return on plan assets
|
|
40.8
|
|
|
13.2
|
|
|
12.6
|
|
|
1.6
|
|
||||
Company contributions
|
|
2.5
|
|
|
2.8
|
|
|
3.3
|
|
|
7.8
|
|
||||
Plan settlements
|
|
—
|
|
|
(0.4
|
)
|
|
(13.5
|
)
|
|
(41.1
|
)
|
||||
Benefits paid
|
|
(35.8
|
)
|
|
(36.8
|
)
|
|
(5.3
|
)
|
|
(6.4
|
)
|
||||
Foreign currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
(4.1
|
)
|
||||
Estimated fair value of plan assets at end of year
|
|
$
|
463.5
|
|
|
$
|
456.0
|
|
|
$
|
122.8
|
|
|
$
|
131.6
|
|
Funded status at end of year
|
|
$
|
(67.8
|
)
|
|
$
|
(38.5
|
)
|
|
$
|
(23.0
|
)
|
|
$
|
(11.0
|
)
|
|
|
September 30,
|
||||||||||||||
|
|
U.S.
|
|
International
|
||||||||||||
Amounts Recognized in the Consolidated Balance Sheets
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.1
|
|
|
$
|
17.1
|
|
Current liabilities
|
|
(2.4
|
)
|
|
(2.5
|
)
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||
Noncurrent liabilities
|
|
(65.4
|
)
|
|
(36.0
|
)
|
|
(34.5
|
)
|
|
(27.5
|
)
|
||||
Net amount recognized
|
|
$
|
(67.8
|
)
|
|
$
|
(38.5
|
)
|
|
$
|
(23.0
|
)
|
|
$
|
(11.0
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
||||||||
Net loss, pre tax
|
|
$
|
(182.7
|
)
|
|
$
|
(149.2
|
)
|
|
$
|
(40.9
|
)
|
|
$
|
(29.9
|
)
|
Changes in plan assets and benefit obligations recognized in other comprehensive (loss)/income
|
|
U.S.
|
|
International
|
||||
Net loss arising during the year
|
|
$
|
(37.5
|
)
|
|
$
|
(14.5
|
)
|
Effect of exchange rates
|
|
—
|
|
|
1.3
|
|
||
Amounts recognized as a component of net periodic benefit cost
|
|
|
|
|
||||
Amortization or settlement recognition of net gain
|
|
4.0
|
|
|
2.2
|
|
||
Total loss recognized in other comprehensive loss
|
|
$
|
(33.5
|
)
|
|
$
|
(11.0
|
)
|
For The Years Ending September 30,
|
|
U.S.
|
|
International
|
||||
2020
|
|
$
|
37.6
|
|
|
$
|
4.8
|
|
2021
|
|
37.2
|
|
|
4.9
|
|
||
2022
|
|
36.4
|
|
|
5.0
|
|
||
2023
|
|
36.4
|
|
|
4.8
|
|
||
2024
|
|
36.1
|
|
|
5.0
|
|
||
2025 to 2029
|
|
162.0
|
|
|
25.8
|
|
|
|
September 30,
|
||||||||||||||
|
|
U.S.
|
|
International
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Projected benefit obligation
|
|
$
|
531.3
|
|
|
$
|
494.5
|
|
|
$
|
73.5
|
|
|
$
|
66.3
|
|
Accumulated benefit obligation
|
|
531.3
|
|
|
494.5
|
|
|
71.4
|
|
|
64.9
|
|
||||
Estimated fair value of plan assets
|
|
463.5
|
|
|
456.0
|
|
|
38.5
|
|
|
38.2
|
|
|
|
For the Years Ended September 30,
|
||||||||||||||||||||||
|
|
U.S.
|
|
International
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
$
|
1.4
|
|
Interest cost
|
|
20.4
|
|
|
18.7
|
|
|
18.3
|
|
|
2.9
|
|
|
3.9
|
|
|
3.4
|
|
||||||
Expected return on plan assets
|
|
(26.2
|
)
|
|
(30.1
|
)
|
|
(34.3
|
)
|
|
(4.9
|
)
|
|
(6.3
|
)
|
|
(8.0
|
)
|
||||||
Recognized net actuarial loss
|
|
4.1
|
|
|
4.4
|
|
|
4.8
|
|
|
0.9
|
|
|
2.0
|
|
|
3.4
|
|
||||||
Settlement loss on Canadian pension plan termination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.1
|
|
|
—
|
|
||||||
Settlement loss on Ireland pension plan termination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss recognized on other pension plans
|
|
—
|
|
|
0.1
|
|
|
0.5
|
|
|
0.4
|
|
|
1.0
|
|
|
0.2
|
|
||||||
Net periodic (benefit)/expense
|
|
$
|
(1.7
|
)
|
|
$
|
(6.9
|
)
|
|
$
|
(10.7
|
)
|
|
$
|
3.5
|
|
|
$
|
15.3
|
|
|
$
|
0.4
|
|
|
|
September 30,
|
||||||||||||||||
|
|
U.S.
|
|
International
|
||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Plan obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
3.1
|
%
|
|
4.3
|
%
|
|
3.7
|
%
|
|
1.6
|
%
|
|
2.1
|
%
|
|
2.1
|
%
|
Compensation increase rate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
%
|
|
2.1
|
%
|
|
2.4
|
%
|
Net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.3
|
%
|
|
3.7
|
%
|
|
3.4
|
%
|
|
2.1
|
%
|
|
2.1
|
%
|
|
1.7
|
%
|
Expected long-term rate of return on plan assets
|
|
5.9
|
%
|
|
6.6
|
%
|
|
7.5
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
5.1
|
%
|
Compensation increase rate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
%
|
|
2.4
|
%
|
|
3.2
|
%
|
ASSETS AT ESTIMATED FAIR VALUE
|
|
At September 30, 2019
|
||||||||||||||||||||||
|
|
U.S. Pension
Plan Assets
|
|
International Pension
Plan Assets
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Equity
|
|
$
|
66.0
|
|
|
$
|
—
|
|
|
$
|
66.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
International Equity
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
8.7
|
|
|
8.7
|
|
||||||
DEBT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
U.S. Government
|
|
—
|
|
|
276.2
|
|
|
276.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other Government
|
|
—
|
|
|
1.8
|
|
|
1.8
|
|
|
—
|
|
|
9.0
|
|
|
9.0
|
|
||||||
Corporate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.2
|
|
|
30.2
|
|
||||||
CASH & CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
2.5
|
|
||||||
OTHER
|
|
—
|
|
|
6.8
|
|
|
6.8
|
|
|
—
|
|
|
5.8
|
|
|
5.8
|
|
||||||
Assets Measured at Net Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Equity
|
|
|
|
|
|
64.6
|
|
|
|
|
|
|
—
|
|
||||||||||
International Equity
|
|
|
|
|
|
45.0
|
|
|
|
|
|
|
28.9
|
|
||||||||||
Corporate
|
|
|
|
|
|
—
|
|
|
|
|
|
|
37.7
|
|
||||||||||
TOTAL
|
|
$
|
69.1
|
|
|
$
|
284.8
|
|
|
$
|
463.5
|
|
|
$
|
—
|
|
|
$
|
56.2
|
|
|
$
|
122.8
|
|
|
|
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
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Senior Secured Term Loan A Facility due 2021
|
$
|
77.5
|
|
|
$
|
—
|
|
Senior Secured Term Loan B Facility due 2025
|
982.5
|
|
|
—
|
|
||
5.50% Senior Notes due 2025
|
600.0
|
|
|
600.0
|
|
||
6.375% Senior Notes due 2026
|
500.0
|
|
|
—
|
|
||
4.625% Senior Notes due 2026 (Euro Notes of €650.0)
|
708.4
|
|
|
—
|
|
||
7.750% Senior Notes due 2027
|
600.0
|
|
|
—
|
|
||
Senior Secured Term Loan B Facility due 2022
|
—
|
|
|
388.0
|
|
||
Capital lease obligations
|
46.9
|
|
|
—
|
|
||
Total gross long-term debt, including current maturities
|
$
|
3,515.3
|
|
|
$
|
988.0
|
|
Less current portion
|
(1.6
|
)
|
|
(4.0
|
)
|
||
Less unamortized debt discount and debt issuance fees
|
(52.1
|
)
|
|
(7.9
|
)
|
||
Total long-term debt
|
$
|
3,461.6
|
|
|
$
|
976.1
|
|
|
|
|
|
||||
6.375% Senior Notes due 2026
|
$
|
—
|
|
|
$
|
500.0
|
|
4.625% Senior Notes due 2026 (Euro Notes of €650.0)
|
—
|
|
|
754.2
|
|
||
Total gross long-term debt held in escrow
|
$
|
—
|
|
|
$
|
1,254.2
|
|
Less unamortized debt issuance fees
|
—
|
|
|
(23.5
|
)
|
||
Total long-term debt held in escrow
|
$
|
—
|
|
|
$
|
1,230.7
|
|
|
Long-term debt
|
|
Capital leases
|
||||
2020
|
$
|
—
|
|
|
$
|
9.5
|
|
2021
|
12.5
|
|
|
9.4
|
|
||
2022
|
85.0
|
|
|
9.4
|
|
||
2023
|
10.0
|
|
|
8.1
|
|
||
2024
|
10.0
|
|
|
7.7
|
|
||
Thereafter
|
3,350.9
|
|
|
74.3
|
|
||
Total long-term debt payments due
|
$
|
3,468.4
|
|
|
$
|
118.4
|
|
|
|
|
|
||||
Less: Interest on capital leases
|
|
|
$
|
(71.5
|
)
|
||
Present value of capital lease payments (1)
|
|
|
$
|
46.9
|
|
|
|
At September 30, 2019
|
|
For the Year Ended September 30, 2019
|
||||||||
Derivatives designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Asset/(Liability) (1)
|
|
Gain/(Loss) Recognized in OCI (2)
|
|
Gain Reclassified
From OCI into Income (Effective Portion) (3) (4)
|
||||||
Foreign currency contracts
|
|
$
|
4.5
|
|
|
$
|
8.6
|
|
|
$
|
8.4
|
|
Interest rate swaps (2017 and 2018)
|
|
(4.7
|
)
|
|
(11.8
|
)
|
|
0.3
|
|
|||
Zinc contracts
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|
—
|
|
|||
Total
|
|
$
|
(1.2
|
)
|
|
$
|
(4.2
|
)
|
|
$
|
8.7
|
|
|
|
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 swap (2017 and 2018)
|
|
7.7
|
|
|
8.4
|
|
|
(0.9
|
)
|
|||
Total
|
|
$
|
12.0
|
|
|
$
|
14.7
|
|
|
$
|
(4.7
|
)
|
|
|
At September 30, 2019
|
|
For the Year Ended September 30, 2019
|
||
Derivatives not designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Asset (1)
|
|
Gain Recognized in Income (2) (3)
|
||
Foreign currency contracts
|
|
4.3
|
|
|
5.3
|
|
|
|
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)(4)
|
||
Foreign currency contracts
|
|
(0.1
|
)
|
|
9.3
|
|
Offsetting of derivative assets
|
||||||||||||||||||||||||||
|
|
|
|
At September 30, 2019
|
|
At September 30, 2018
|
||||||||||||||||||||
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
|
|
$
|
9.4
|
|
|
$
|
(0.4
|
)
|
|
$
|
9.0
|
|
|
$
|
4.7
|
|
|
$
|
(0.2
|
)
|
|
$
|
4.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Offsetting of derivative liabilities
|
||||||||||||||||||||||||||
|
|
|
|
At September 30, 2019
|
|
At September 30, 2018
|
||||||||||||||||||||
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
|
|
$
|
(0.4
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
|
Level 2
|
||||||
|
|
September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
(Liabilities)/Assets at estimated fair value:
|
|
|
|
|
||||
Deferred Compensation
|
|
$
|
(28.1
|
)
|
|
$
|
(29.0
|
)
|
Exit lease liability
|
|
(0.1
|
)
|
|
(0.6
|
)
|
||
Derivatives - Foreign Currency contracts
|
|
4.5
|
|
|
4.3
|
|
||
Derivatives - Foreign Currency contracts (non-hedge)
|
|
4.3
|
|
|
(0.1
|
)
|
||
Derivatives - 2017 and 2018 Interest Rate Swaps
|
|
(4.7
|
)
|
|
7.7
|
|
||
Derivatives - Zinc contracts
|
|
(1.0
|
)
|
|
$
|
—
|
|
|
Net Liabilities at estimated fair value
|
|
$
|
(25.1
|
)
|
|
$
|
(17.7
|
)
|
|
Foreign Currency Translation Adjustments
|
Pension Activity
|
Zinc Contracts
|
Foreign Currency Contracts
|
Interest Rate Swap
|
Total
|
||||||||||||
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
|
—
|
|
(19.9
|
)
|
—
|
|
—
|
|
(0.5
|
)
|
(20.4
|
)
|
||||||
Balance at September 30, 2018
|
$
|
(113.6
|
)
|
$
|
(136.4
|
)
|
$
|
—
|
|
$
|
3.3
|
|
$
|
4.9
|
|
$
|
(241.8
|
)
|
OCI before reclassifications
|
9.0
|
|
(29.5
|
)
|
(0.7
|
)
|
6.3
|
|
(9.0
|
)
|
(23.9
|
)
|
||||||
Reclassifications to earnings
|
—
|
|
(7.4
|
)
|
—
|
|
(6.5
|
)
|
(0.2
|
)
|
(14.1
|
)
|
||||||
Activity related to discontinued operations
|
(19.4
|
)
|
|
0.9
|
|
—
|
|
—
|
|
(18.5
|
)
|
|||||||
Balance at September 30, 2019
|
$
|
(124.0
|
)
|
$
|
(173.3
|
)
|
$
|
0.2
|
|
$
|
3.1
|
|
$
|
(4.3
|
)
|
$
|
(298.3
|
)
|
|
For the Twelve Months Ended
September 30, 2019
|
|
|
||||||||||
Amount Reclassified from AOCI (1)
|
2019
|
|
2018
|
|
2017
|
|
Affected Line Item in the Consolidated Statements of Earnings
|
||||||
Gains and losses on cash flow hedges
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
$
|
8.4
|
|
|
$
|
(3.8
|
)
|
|
$
|
0.4
|
|
|
(2)
|
Interest rate swaps
|
0.3
|
|
|
(0.9
|
)
|
|
(2.4
|
)
|
|
Interest expense
|
|||
|
8.7
|
|
|
(4.7
|
)
|
|
(2.0
|
)
|
|
Total before tax
|
|||
|
(2.0
|
)
|
|
1.0
|
|
|
0.9
|
|
|
Tax (expense)/benefit
|
|||
|
$
|
6.7
|
|
|
$
|
(3.7
|
)
|
|
$
|
(1.1
|
)
|
|
Net of tax
|
Amortization of defined benefit pension items
|
|
|
|
|
|
|
|||||||
Actuarial losses
|
$
|
5.0
|
|
|
$
|
(6.4
|
)
|
|
$
|
(8.2
|
)
|
|
(2)
|
Settlement loss on Canadian pension plan termination
|
—
|
|
|
(14.1
|
)
|
|
—
|
|
|
(2)
|
|||
Settlement loss on Ireland pension plan termination
|
3.7
|
|
|
—
|
|
|
—
|
|
|
(2)
|
|||
Settlement losses on other plans
|
0.4
|
|
|
(1.1
|
)
|
|
(0.7
|
)
|
|
(2)
|
|||
|
9.1
|
|
|
(21.6
|
)
|
|
(8.9
|
)
|
|
Total before tax
|
|||
|
(1.7
|
)
|
|
5.4
|
|
|
2.7
|
|
|
Tax (expense)/benefit
|
|||
|
$
|
7.4
|
|
|
$
|
(16.2
|
)
|
|
$
|
(6.2
|
)
|
|
Net of tax
|
Total reclassifications for the period
|
$
|
14.1
|
|
|
$
|
(19.9
|
)
|
|
$
|
(7.3
|
)
|
|
Net of tax
|
|
|
For the Years Ended September 30,
|
||||||||||
Other items, net
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest income
|
|
$
|
(7.7
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(2.0
|
)
|
Interest income on restricted cash (1)
|
|
(5.8
|
)
|
|
(5.2
|
)
|
|
—
|
|
|||
Foreign currency exchange loss
|
|
5.2
|
|
|
8.1
|
|
|
4.7
|
|
|||
Pension benefit other than service costs (2)
|
|
(2.3
|
)
|
|
(6.3
|
)
|
|
(11.7
|
)
|
|||
Settlement loss on pension plan terminations (2)
|
|
3.7
|
|
|
14.1
|
|
|
—
|
|
|||
Acquisition foreign currency gains (1)
|
|
(13.6
|
)
|
|
(15.2
|
)
|
|
—
|
|
|||
Settlement of acquired business hedging contracts (1)
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|||
Loss on sale of promotional business
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|||
Transition services agreement income (1)
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
6.1
|
|
|
(0.7
|
)
|
|
0.7
|
|
|||
Total Other items, net
|
|
$
|
(14.3
|
)
|
|
$
|
(6.6
|
)
|
|
$
|
(5.0
|
)
|
|
|
September 30,
|
||||||
Inventories
|
|
2019
|
|
2018
|
||||
Raw materials and supplies
|
|
$
|
70.5
|
|
|
$
|
40.0
|
|
Work in process
|
|
103.7
|
|
|
86.5
|
|
||
Finished products
|
|
295.1
|
|
|
196.6
|
|
||
Total inventories
|
|
$
|
469.3
|
|
|
$
|
323.1
|
|
Other Current Assets
|
|
|
|
|
||||
Miscellaneous receivables
|
|
$
|
16.5
|
|
|
$
|
9.9
|
|
Due from Spectrum
|
|
7.6
|
|
|
—
|
|
||
Prepaid expenses
|
|
71.3
|
|
|
52.2
|
|
||
Value added tax collectible from customers
|
|
23.1
|
|
|
20.8
|
|
||
Other
|
|
58.6
|
|
|
12.6
|
|
||
Total other current assets
|
|
$
|
177.1
|
|
|
$
|
95.5
|
|
Property, plant and equipment
|
|
|
|
|
||||
Land
|
|
$
|
9.6
|
|
|
$
|
4.5
|
|
Buildings
|
|
119.9
|
|
|
110.8
|
|
||
Machinery and equipment
|
|
823.0
|
|
|
696.2
|
|
||
Capital leases
|
|
50.4
|
|
|
—
|
|
||
Construction in progress
|
|
25.8
|
|
|
12.1
|
|
||
Total gross property
|
|
1,028.7
|
|
|
823.6
|
|
||
Accumulated depreciation
|
|
(666.7
|
)
|
|
(656.9
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
362.0
|
|
|
$
|
166.7
|
|
|
|
September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Other Current Liabilities
|
|
|
|
|
||||
Accrued advertising, sales promotion and allowances
|
|
$
|
11.8
|
|
|
$
|
16.5
|
|
Accrued trade promotions
|
|
53.1
|
|
|
39.4
|
|
||
Accrued salaries, vacations and incentive compensation
|
|
59.2
|
|
|
48.8
|
|
||
Accrued interest expense
|
|
37.4
|
|
|
27.1
|
|
||
Due to Spectrum
|
|
2.6
|
|
|
—
|
|
||
Accrued acquisition and integration costs
|
|
7.9
|
|
|
—
|
|
||
Restructuring reserve
|
|
9.8
|
|
|
—
|
|
||
Income taxes payable
|
|
23.4
|
|
|
23.4
|
|
||
Other
|
|
128.4
|
|
|
115.8
|
|
||
Total other current liabilities
|
|
$
|
333.6
|
|
|
$
|
271.0
|
|
Other Liabilities
|
|
|
|
|
||||
Pensions and other retirement benefits
|
|
$
|
109.0
|
|
|
$
|
70.2
|
|
Deferred compensation
|
|
28.1
|
|
|
29.0
|
|
||
Mandatory transition tax
|
|
16.7
|
|
|
33.1
|
|
||
Other non-current liabilities
|
|
50.8
|
|
|
44.7
|
|
||
Total other liabilities
|
|
$
|
204.6
|
|
|
$
|
177.0
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Allowance for Doubtful Accounts
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
|
$
|
4.0
|
|
|
$
|
5.8
|
|
|
$
|
6.9
|
|
Provision charged to expense, net of reversals
|
|
1.5
|
|
|
(0.8
|
)
|
|
(0.7
|
)
|
|||
Write-offs, less recoveries, translation, other
|
|
(1.7
|
)
|
|
(1.0
|
)
|
|
(0.4
|
)
|
|||
Balance at end of year
|
|
$
|
3.8
|
|
|
$
|
4.0
|
|
|
$
|
5.8
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Income Tax Valuation Allowance
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
|
$
|
12.0
|
|
|
$
|
19.3
|
|
|
$
|
19.7
|
|
Provision charged to expense, net of reversals
|
|
0.7
|
|
|
(7.3
|
)
|
|
1.3
|
|
|||
Reversal of provision charged to expense
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|||
Translation, other
|
|
(0.4
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||
Balance at end of year
|
|
$
|
11.9
|
|
|
$
|
12.0
|
|
|
$
|
19.3
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Certain items from Operating Cash Flow Activities
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest paid
|
|
$
|
170.3
|
|
|
$
|
54.3
|
|
|
$
|
51.0
|
|
Income taxes paid, net
|
|
43.3
|
|
|
46.2
|
|
|
40.2
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Net Sales
|
|
2019
|
|
2018
|
|
2017
|
||||||
Americas
|
|
$
|
1,734.8
|
|
|
$
|
1,135.6
|
|
|
$
|
1,111.8
|
|
International
|
|
759.7
|
|
|
662.1
|
|
|
643.9
|
|
|||
Total net sales
|
|
$
|
2,494.5
|
|
|
$
|
1,797.7
|
|
|
$
|
1,755.7
|
|
Segment Profit
|
|
|
|
|
|
|
||||||
Americas
|
|
456.6
|
|
|
326.1
|
|
|
310.0
|
|
|||
International
|
|
174.9
|
|
|
149.6
|
|
|
143.0
|
|
|||
Total segment profit
|
|
$
|
631.5
|
|
|
$
|
475.7
|
|
|
$
|
453.0
|
|
General corporate and other expenses (1)
|
|
(111.5
|
)
|
|
(97.3
|
)
|
|
(92.5
|
)
|
|||
Global marketing expenses (2)
|
|
(18.2
|
)
|
|
(19.0
|
)
|
|
(21.5
|
)
|
|||
Research and development expense (3)
|
|
(31.7
|
)
|
|
(22.4
|
)
|
|
(22.0
|
)
|
|||
Amortization of intangible assets
|
|
(43.2
|
)
|
|
(11.5
|
)
|
|
(11.2
|
)
|
|||
Acquisition and integration costs (4)
|
|
(188.4
|
)
|
|
(84.6
|
)
|
|
(8.4
|
)
|
|||
Spin restructuring
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|||
Settlement loss on pension plan termination (5)
|
|
(3.7
|
)
|
|
(14.1
|
)
|
|
—
|
|
|||
Gain on sale of real estate
|
|
—
|
|
|
4.6
|
|
|
16.9
|
|
|||
Interest expense (6)
|
|
(160.4
|
)
|
|
(56.5
|
)
|
|
(53.1
|
)
|
|||
Other items, net (7)
|
|
(1.3
|
)
|
|
0.3
|
|
|
8.3
|
|
|||
Total earnings before income taxes
|
|
$
|
73.1
|
|
|
$
|
175.2
|
|
|
$
|
273.3
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Acquisition and Integration Costs
|
|
2019
|
|
2018
|
|
2017
|
||||||
Inventory step up (COGS)
|
|
$
|
36.2
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Cost of products sold
|
|
22.5
|
|
|
—
|
|
|
1.1
|
|
|||
SG&A
|
|
82.3
|
|
|
62.9
|
|
|
4.0
|
|
|||
Research and development
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
65.6
|
|
|
41.9
|
|
|
—
|
|
|||
Other items, net
|
|
(19.3
|
)
|
|
(20.4
|
)
|
|
3.3
|
|
|||
Total Acquisition and Integration Costs
|
|
$
|
188.4
|
|
|
$
|
84.6
|
|
|
$
|
8.4
|
|
|
|
September 30,
|
||||||
Total Assets
|
|
2019
|
|
2018
|
||||
Americas
|
|
$
|
991.9
|
|
|
$
|
504.2
|
|
International
|
|
621.0
|
|
|
851.5
|
|
||
Total segment assets
|
|
$
|
1,612.9
|
|
|
$
|
1,355.7
|
|
Corporate
|
|
81.3
|
|
|
100.1
|
|
||
Restricted cash
|
|
—
|
|
|
1,246.2
|
|
||
Assets held for sale
|
|
791.7
|
|
|
—
|
|
||
Goodwill and other intangible assets, net
|
|
2,963.7
|
|
|
476.8
|
|
||
Total assets
|
|
$
|
5,449.6
|
|
|
$
|
3,178.8
|
|
|
|
September 30,
|
||||||
Long-Lived Assets
|
|
2019
|
|
2018
|
||||
United States
|
|
$
|
275.6
|
|
|
$
|
123.0
|
|
Singapore
|
|
67.3
|
|
|
69.9
|
|
||
United Kingdom
|
|
46.7
|
|
|
50.1
|
|
||
Other International
|
|
59.5
|
|
|
41.6
|
|
||
Total long-lived assets excluding restricted cash, goodwill and intangibles
|
|
$
|
449.1
|
|
|
$
|
284.6
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Capital Expenditures
|
|
2019
|
|
2018
|
|
2017
|
||||||
Americas
|
|
$
|
42.7
|
|
|
$
|
16.2
|
|
|
$
|
17.4
|
|
International
|
|
12.4
|
|
|
8.0
|
|
|
7.8
|
|
|||
Total segment capital expenditures
|
|
$
|
55.1
|
|
|
$
|
24.2
|
|
|
$
|
25.2
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
34.6
|
|
|
$
|
21.2
|
|
|
$
|
23.1
|
|
International
|
|
15.0
|
|
|
12.4
|
|
|
15.9
|
|
|||
Total segment depreciation and amortization
|
|
49.6
|
|
|
33.6
|
|
|
39.0
|
|
|||
Corporate
|
|
43.2
|
|
|
11.5
|
|
|
11.2
|
|
|||
Total depreciation and amortization
|
|
$
|
92.8
|
|
|
$
|
45.1
|
|
|
$
|
50.2
|
|
|
|
For the Years Ended September 30,
|
||||||||||
Net Sales to Customers
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
|
$
|
1,435.8
|
|
|
$
|
935.8
|
|
|
$
|
923.0
|
|
International
|
|
1,058.7
|
|
|
861.9
|
|
|
832.7
|
|
|||
Total net sales
|
|
$
|
2,494.5
|
|
|
$
|
1,797.7
|
|
|
$
|
1,755.7
|
|
Fiscal 2019
|
First
|
Second
|
Third
|
Fourth
|
||||||||
Net sales
|
$
|
571.9
|
|
$
|
556.4
|
|
$
|
647.2
|
|
$
|
719.0
|
|
Gross profit
|
275.5
|
|
194.2
|
|
246.3
|
|
287.8
|
|
||||
Net earnings/(loss) from continuing operations
|
70.8
|
|
(62.3
|
)
|
9.2
|
|
47.0
|
|
||||
Net earnings per common share - continuing operations:
|
|
|
|
|
||||||||
Basic
|
$
|
1.19
|
|
$
|
(0.97
|
)
|
$
|
0.07
|
|
$
|
0.62
|
|
Diluted
|
$
|
1.16
|
|
$
|
(0.97
|
)
|
$
|
0.07
|
|
$
|
0.62
|
|
|
|
|
|
|
||||||||
Items decreasing/(increasing) net earnings:
|
|
|
|
|
||||||||
Acquisition and integration costs
|
36.5
|
|
95.4
|
|
28.0
|
|
28.5
|
|
||||
Settlement loss on Ireland pension plan termination
|
—
|
|
—
|
|
—
|
|
3.7
|
|
||||
One-time impact of the new U.S. Tax Legislation
|
1.5
|
|
—
|
|
(0.8
|
)
|
(1.1
|
)
|
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 from continuing operations
|
60.4
|
|
7.8
|
|
23.8
|
|
1.5
|
|
||||
Net earnings per common share - continuing operations:
|
|
|
|
|
||||||||
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
|
|
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
|
|
0.2
|
|
(0.6
|
)
|
8.5
|
|
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, 2019, 2018, and 2017.
|
•
|
Consolidated Balance Sheets -- at September 30, 2019 and 2018.
|
•
|
Consolidated Statements of Cash Flows -- for years ended September 30, 2019, 2018 and 2017.
|
•
|
Consolidated Statements of Shareholders’ Equity/(Deficit) -- at September 30, 2019, 2018 and 2017.
|
•
|
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
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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.)
|
|
|
|
|
|
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.)
|
|
|
|
|
2.10**†
|
|
Acquisition Agreement, dated May 29, 2019, between the Company and Varta Aktiengesellschaft (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed May 29, 2019).
|
|
|
|
|
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).
|
|
|
|
|
|
Certificate of Designations of the 7.50% Series A Mandatory Convertible Preferred Stock of Energizer Holdings, Inc., filed with the Secretary of State of the State of Missouri and effective January 17, 2019 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 18, 2019).
|
|
|
|
|
|
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).
|
|
|
|
|
|
Supplemental Indenture dated January 2, 2019, by and among Energizer Holdings, Inc. as successor by merger to 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 4.2 to the Company's Current Report on Form 8-K filed January 2, 2019).
|
|
|
|
|
|
Supplemental Indenture dated January 2, 2019, by and between 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 4.5 to the Company's Current Report on Form 8-K filed January 2, 2019).
|
|
|
|
|
|
Form of Certificate for the 7.50% Series A Mandatory Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 18, 2019).
|
|
|
|
|
|
Indenture, dated January 28, 2019, by and among Energizer Holdings, 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 January 28, 2019).
|
|
|
|
|
|
Form of 7.750% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed January 28, 2019).
|
|
|
|
|
|
Supplemental Indenture dated January 28, 2019 to the Indenture dated January 28, 2019, by and among Energizer Holdings, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed January 28, 2019).
|
|
|
|
|
|
Supplemental Indenture dated January 28, 2019 to the Indenture dated July 6, 2018, by and among Energizer Holdings, Inc., as successor by merger to Energizer Gamma Acquisition, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed January 28, 2019).
|
|
|
|
|
|
Supplemental Indenture dated January 28, 2019 to the Indenture dated July 6, 2018, by and between Energizer Gamma Acquisition B.V., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed January 28, 2019).
|
|
|
|
|
|
Supplemental Indenture dated January 28, 2019 to the Indenture dated June 1, 2015, by and among Energizer Holdings, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed January 28, 2019).
|
|
|
|
|
4.16*
|
|
Description of Securities
|
|
|
|
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).
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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).
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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).
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Amendment No. 3 to Credit Agreement, dated as of June 21, 2018, by and among Energizer Holdings, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 22, 2018).
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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).
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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).
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Commitment Letter, dated July 6, 2018, by and between Energizer Holdings, Inc. and Energizer Gamma Acquisition, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 9, 2018).
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Commitment Letter, dated July 6, 2018, by and between Energizer Holdings, Inc. and Energizer Gamma Acquisition B.V. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed July 9, 2018).
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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.)
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Trademark License Agreement by and between Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) and Energizer Brands, LLC dated June 25, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 29, 2015).
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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).
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Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to Amendment No. 2 to the Company’s Registration Statement on Form 10 filed on May 11, 2015).
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10.15***
|
|
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).
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|
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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).
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10.18***
|
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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).
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|
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 Quarterly 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).
|
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|
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10.24***
|
|
Second Amendment to the Energizer Holdings, Inc. Executive Savings Investment Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed November 14, 2017).
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10.25***
|
|
Third Amendment to the Energizer Holdings, Inc. Executive Savings Investment Plan (incorporated by reference to Exhibit 10.24 to the Company’s Current Report on form 10-K filed November 16, 2018).
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|
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).
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|
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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).
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|
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10.28***
|
|
Form of Performance Restricted Stock Equivalent Award Agreement for 2018 under the Energizer Holdings, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to the Company’s Current Report on form 10-K filed November 16, 2018).
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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).
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|
|
|
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).
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|
|
10.31***
|
|
Transitional Retirement Agreement, dated November 11, 2019, between Energizer Brands, LLC and Emily K. Boss (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 12, 2019).
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Credit Agreement, dated as of December 17, 2018, by and among Energizer Holdings, Inc., each lender from time to time 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 December 17, 2018).
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|
|
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Amendment No. 1 to Credit Agreement, dated as of June 10, 2019, 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 Quarterly Report filed August 7, 2019).
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Shareholder Agreement dated January 28, 2019, by and between Energizer Holdings, Inc. and Spectrum Brands Holdings, Inc. and a joinder thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 28, 2019).
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21*
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List of subsidiaries.
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23*
|
|
Consent of Independent Registered Public Accounting Firm.
|
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|
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.INS*
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH*
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
104
|
|
Cover Page Interacted Data File (Formatted as Inline XBRL and contained in Exhibit 101)
|
†
|
These exhibits referenced herewith were filed to provide investors with information regarding their terms. They are not intended to provide any other factual information about the Company, the counterparties or the related businesses contemplated thereby. In particular, the assertions embodied in the representations and warranties in the agreements were made as of a specified date, are modified or qualified by information in a confidential disclosure letter prepared in connection with the execution and delivery of the agreements, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the agreements are not necessarily characterizations of the actual state of facts about the Company, the counterparty(ies), or the related business contemplated thereby at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the SEC.
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|
ENERGIZER HOLDINGS, INC.
|
||
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By
|
/s/ Alan R. Hoskins
|
|
|
|
Alan R. Hoskins
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|
|
|
Chief Executive Officer
|
|
Signature
|
Title
|
/s/ Alan R. Hoskins
|
|
Alan R. Hoskins (principal executive officer)
|
Chief Executive Officer and Director
|
/s/ Timothy W. Gorman
|
|
Timothy W. Gorman (principal financial officer)
|
Executive Vice President and Chief Financial Officer
|
/s/ John J. Drabik
|
|
John J. Drabik (principal accounting officer)
|
Senior Vice President, Corporate Controller
|
/s/ Patrick J. Moore
|
|
J. Patrick Moore
|
Independent 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/ J. Patrick Mulcahy
|
|
J. Patrick Mulcahy
|
Director
|
/s/ Nneka Rimmer
|
|
Nneka Rimmer
|
Director
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/s/ Robert V. Vitale
|
|
Robert V. Vitale
|
Director
|
•
|
“the Company,” “Energizer,” “us,” “we” or “our” refer to Energizer Holdings, Inc. and not any of its subsidiaries;
|
•
|
“Business Day” refer to any day other than a Saturday or Sunday or other day on which commercial banks in New York City are authorized or required by law or executive order to close; and
|
•
|
“close of business” refer to 5:00 p.m., New York City time, and “open of business” refer to 9:00 a.m., New York City time.
|
•
|
300 million shares are designated as common stock, par value $.01 per share; and
|
•
|
10 million shares are designated as preferred stock, par value $.01 per share.
|
•
|
senior to (i) our common stock and (ii) each other class or series of our capital stock established after the first original issue date of shares of the Mandatory Convertible Preferred Stock (which was January 18, 2019 and which we refer to as the “Initial Issue Date”), the terms of which do not expressly provide that such class or series ranks either (x) senior to the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon our liquidation, winding-up or dissolution or (y) on parity with the Mandatory Convertible Preferred Stock as to dividend rights and distribution rights upon our liquidation, winding-up or dissolution (which we refer to collectively as “Junior Stock”);
|
•
|
on parity with any class or series of our capital stock established after the Initial Issue Date the terms of which expressly provide that such class or series will rank on parity with the Mandatory Convertible Preferred Stock as to dividend rights and distribution rights upon our liquidation, winding-up or dissolution (which we refer to collectively as “Parity Stock”);
|
•
|
junior to each class or series of our capital stock established after the Initial Issue Date the terms of which expressly provide that such class or series will rank senior to the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon our liquidation, winding-up or dissolution (which we refer to collectively as “Senior Stock”); and
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•
|
junior to our existing and future indebtedness and other liabilities (including trade payables).
|
•
|
in cash;
|
•
|
by delivery of shares of our common stock; or
|
•
|
through any combination of cash and shares of our common stock.
|
•
|
the declared dividend divided by
|
•
|
$16.10, which amount represents approximately 35% of the Initial Price (as defined under “-Mandatory Conversion-Definitions”), subject to adjustment in a manner inversely proportional to any anti-dilution adjustment to each Fixed Conversion Rate as set forth below in “-Anti-dilution Adjustments” (such dollar amount, as adjusted, the “Floor Price”).
|
•
|
any dividend or distribution payable in shares of common stock or other Junior Stock;
|
•
|
purchases, redemptions or other acquisitions of common stock, other Junior Stock or Parity Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
|
•
|
purchases to offset the Share Dilution Amount pursuant to a publicly announced repurchase plan, or acquisitions of shares of common stock surrendered, deemed surrendered or withheld in connection with the exercise of stock options or the vesting of restricted stock, restricted stock units, restricted stock equivalents or similar instruments (provided that the number of shares purchased to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount);
|
•
|
purchases of common stock or other Junior Stock pursuant to a contractually binding requirement to buy common stock or other Junior Stock existing prior to January 14, 2019;
|
•
|
any dividends or distributions of rights or Junior Stock in connection with a shareholders’ rights plan or any redemption or repurchase of rights pursuant to any shareholders’ rights plan;
|
•
|
the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation preference) or Junior Stock and, in each case, the payment of cash solely in lieu of fractional shares; and
|
•
|
the deemed purchase or acquisition of fractional interests in shares of our common stock, other Junior Stock or Parity Stock pursuant to the conversion or exchange provisions of such shares or the security being converted or exchanged.
|
•
|
amend or alter the provisions of our articles of incorporation or the Certificate of Designations so as to authorize or create, or increase the authorized amount of, any Senior Stock;
|
•
|
amend, alter or repeal the provisions of our articles of incorporation or the Certificate of Designations so as to adversely affect the special rights, preferences, privileges or voting powers of the Mandatory Convertible Preferred Stock; or
|
•
|
consummate a binding share exchange or reclassification involving the Mandatory Convertible Preferred Stock or a merger or consolidation of us with another entity, unless, in each case: (i) the Mandatory Convertible Preferred Stock remain outstanding and are not amended in any respect or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, are converted or reclassified into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent; and (ii) such Mandatory Convertible Preferred Stock remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, taken as a whole, of the Mandatory Convertible Preferred Stock immediately prior to such consummation;
|
•
|
any increase in the amount of our authorized but unissued shares of preferred stock;
|
•
|
any increase in the authorized or issued shares of Mandatory Convertible Preferred Stock; and
|
•
|
the creation or issuance, or an increase in the authorized or issued amount, of any other series of Parity Stock or any class or series of our capital stock ranking junior to the Mandatory Convertible Preferred Stock as to dividend rights and distribution rights upon our liquidation, winding-up or dissolution,
|
•
|
to cure any ambiguity or mistake, or to correct or supplement any provision contained in the Certificate of
|
•
|
to make any provision with respect to matters or questions relating to the Mandatory Convertible Preferred Stock that is not inconsistent with the provisions of our articles of incorporation or the Certificate of Designations establishing the terms of the Mandatory Convertible Preferred Stock; or
|
•
|
to waive any of our rights with respect thereto.
|
•
|
if the Applicable Market Value of our common stock is greater than the Threshold Appreciation Price, which is approximately $55.89, then the conversion rate will be 1.7892 shares of our common stock per share of Mandatory Convertible Preferred Stock, or the “Minimum Conversion Rate”;
|
•
|
if the Applicable Market Value of our common stock is less than or equal to the Threshold Appreciation Price but equal to or greater than the Initial Price, which is approximately $46.00, then the conversion rate will be equal to $100.00 divided by the Applicable Market Value of our common stock, rounded to the nearest ten-thousandth of a share; or
|
•
|
if the Applicable Market Value of our common stock is less than the Initial Price, then the conversion rate will be 2.1739 shares of our common stock per share of Mandatory Convertible Preferred Stock, or the “Maximum Conversion Rate”.
|
•
|
the amount of such accumulated and unpaid dividends that have not been declared, or the “Mandatory Conversion Additional Conversion Amount”, divided by
|
•
|
the greater of (i) the Floor Price and (ii) 97% of the Average Price (calculated using January 15, 2022 as the applicable Dividend Payment Date).
|
•
|
there is no Market Disruption Event; and
|
•
|
trading in our common stock generally occurs on the Relevant Stock Exchange;
|
•
|
a failure by the Relevant Stock Exchange to open for trading during its regular trading session; or
|
•
|
the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for our common stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Relevant Stock Exchange or otherwise) in our common stock.
|
•
|
such amount of accumulated and unpaid dividends that have not been declared for such full dividend periods, or the “Early Conversion Additional Conversion Amount”, divided by
|
•
|
the greater of (i) the Floor Price and (ii) the Average VWAP per share of our common stock over the 20 consecutive Trading Day period, or the “Early Conversion Settlement Period”, commencing on, and including, the 21st Scheduled Trading Day immediately preceding the Early Conversion Date, or the “Early Conversion Average Price.”
|
(i)
|
convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible Preferred Stock), into shares of our common stock (or Units of Exchange Property as described below) at the conversion rate specified in the table below, or the “Fundamental Change Conversion Rate”;
|
(ii)
|
with respect to such converted shares, receive a Fundamental Change Dividend Make-whole Amount (as defined below) payable in cash or shares of our common stock; and
|
(iii)
|
with respect to such converted shares, receive the Accumulated Dividend Amount (as defined below) payable in cash or shares of our common stock,
|
(iv)
|
any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), other than us, any of our wholly-owned subsidiaries or any of our or our wholly-owned subsidiaries’ employee benefit plans, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
|
(v)
|
the consummation of (A) any recapitalization, reclassification or change of our common stock (other than changes resulting from a subdivision or combination or change in par value) as a result of which our common stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or a combination thereof); (B) any consolidation, merger or other combination of us or binding share exchange pursuant to which our common stock will be converted into, or exchanged for, stock, other securities or other property or assets (including cash or a combination thereof); or (C) any sale, lease or other transfer or disposition in one transaction or a series of transactions of all or substantially all of the consolidated assets of ours and our subsidiaries taken as a whole, to any person other than one or more of our wholly-owned subsidiaries or
|
(vi)
|
our common stock (or other common equity underlying the Mandatory Convertible Preferred Stock) ceases to be listed or quoted for trading on any of NYSE, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors).
|
|
Fundamental Change Share Price
|
|||||||||||||
Fundamental Change Effective Date
|
$15.00
|
$20.00
|
$25.00
|
$30.00
|
$35.00
|
$40.00
|
$46.00
|
$50.00
|
$55.89
|
$65.00
|
$80.00
|
$100.00
|
$120.00
|
$140.00
|
January 18, 2019
|
1.6394
|
1.7401
|
1.7787
|
1.7867
|
1.7807
|
1.7693
|
1.7546
|
1.7456
|
1.7346
|
1.7229
|
1.7141
|
1.7132
|
1.7168
|
1.7213
|
January 15, 2020
|
1.8139
|
1.8851
|
1.9085
|
1.9038
|
1.8843
|
1.8592
|
1.8290
|
1.8111
|
1.7890
|
1.7651
|
1.7455
|
1.7389
|
1.7400
|
1.7429
|
January 15, 2021
|
1.9920
|
2.0327
|
2.0484
|
2.0408
|
2.0128
|
1.9719
|
1.9182
|
1.8849
|
1.8438
|
1.8011
|
1.7704
|
1.7623
|
1.7633
|
1.7653
|
January 15, 2022
|
2.1739
|
2.1739
|
2.1739
|
2.1739
|
2.1739
|
2.1739
|
2.1739
|
2.0000
|
1.7892
|
1.7892
|
1.7892
|
1.7892
|
1.7892
|
1.7892
|
•
|
if the Fundamental Change Share Price is between two Fundamental Change Share Prices in the table or the Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Fundamental Change Conversion Rate will be determined by a straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental Change Share Prices and the earlier and later Fundamental Change Effective Dates, as applicable, based on a 365 or 366-day year, as applicable;
|
•
|
if the Fundamental Change Share Price is in excess of $140.00 per share (subject to adjustment in the same manner as the Fundamental Change Share Prices above), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate, subject to adjustment; and
|
•
|
if the Fundamental Change Share Price is less than $15.00 per share (subject to adjustment in the same manner as the Fundamental Change Share Prices above), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate, subject to adjustment.
|
(a)
|
pay in cash (computed to the nearest cent), to the extent we are legally permitted to do so, the present value, computed using a discount rate of 7.50% per annum, of all dividend payments on the Mandatory Convertible Preferred Stock (excluding any Accumulated Dividend Amount) for (i) the partial dividend period, if any, from, and including, the Fundamental Change Effective Date to, but excluding, the next Dividend Payment Date and (ii) all the remaining full dividend periods from, and including, the Dividend Payment Date following the Fundamental Change Effective Date to, but excluding, January 15, 2022, or the “Fundamental Change Dividend Make-whole Amount”;
|
(b)
|
increase the number of shares of our common stock (or Units of Exchange Property as described below) to be issued on conversion by a number equal to (x) the Fundamental Change Dividend Make-whole Amount divided by (y) the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Share Price; or
|
(c)
|
pay the Fundamental Change Dividend Make-whole Amount in a combination of cash and shares of our common stock (or Units of Exchange Property as described below) in accordance with the provisions of clauses (a) and (b) above.
|
•
|
in cash (computed to the nearest cent), to the extent we are legally permitted to do so,
|
•
|
in an additional number of shares of our common stock (or Units of Exchange Property as described below) equal to (x) the Accumulated Dividend Amount divided by (y) the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Share Price, or
|
•
|
through any combination of cash and shares of our common stock (or Units of Exchange Property as described below) in accordance with the provisions of the preceding two bullets.
|
•
|
the Fundamental Change Conversion Rate;
|
•
|
the Fundamental Change Dividend Make-whole Amount and whether we will pay such amount in cash, shares of our common stock (or to the extent applicable, Units of Exchange Property) or a combination thereof, specifying the combination, if applicable; and
|
•
|
the Accumulated Dividend Amount as of the Fundamental Change Effective Date and whether we will pay such amount in cash, shares of our common stock (or to the extent applicable, Units of Exchange Property) or a combination thereof, specifying the combination, if applicable.
|
•
|
if such holder holds a beneficial interest in a global share of Mandatory Convertible Preferred Stock, such holder must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program; and
|
•
|
if such holder holds shares of the Mandatory Convertible Preferred Stock in certificated form, such holder must comply with certain procedures set forth in the Certificate of Designations.
|
(1)
|
If we exclusively issue shares of our common stock as a dividend or distribution on shares of our common stock, or if we effect a share split or share combination, each Fixed Conversion Rate will be adjusted based on the following formula:
|
CR1 = CR0 ×
|
OS1
|
OS0
|
CR0 =
|
such Fixed Conversion Rate in effect immediately prior to the close of business on the record date (as defined below) of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;
|
CR1 =
|
such Fixed Conversion Rate in effect immediately after the close of business on such record date or immediately after the open of business on such effective date, as applicable;
|
OS0 =
|
the number of shares of our common stock outstanding immediately prior to the close of business on such record date or immediately prior to the open of business on such effective date, as applicable, before giving effect to such dividend, distribution, share split or share combination; and
|
OS1 =
|
the number of shares of our common stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.
|
(2)
|
If we issue to all or substantially all holders of our common stock any rights, options or warrants entitling
|
CR1 = CR0 ×
|
OS0 + X
|
OS0 + Y
|
CR0 =
|
such Fixed Conversion Rate in effect immediately prior to the close of business on the record date for such issuance;
|
CR1 =
|
such Fixed Conversion Rate in effect immediately after the close of business on such record date;
|
OS0 =
|
the number of shares of our common stock outstanding immediately prior to the close of business on such record date;
|
X =
|
the total number of shares of our common stock issuable pursuant to such rights, options or warrants; and
|
Y =
|
the number of shares of our common stock equal to (i) the aggregate price payable to exercise such rights, options or warrants, divided by (ii) the Average VWAP per share of our common stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.
|
(3)
|
If we distribute shares of our capital stock, evidences of our indebtedness, other assets or property of ours or rights, options or warrants to acquire our capital stock or other securities, to all or substantially all holders of our common stock, excluding:
|
•
|
dividends, distributions or issuances as to which the provisions set forth in clause (1) or (2) shall apply;
|
•
|
dividends or distributions paid exclusively in cash as to which the provisions set forth in clause (4) below shall apply;
|
•
|
any dividends and distributions upon conversion of, or in exchange for, our common stock in connection with a recapitalization, reclassification, change, consolidation, merger or other combination, share exchange, or sale, lease or other transfer or disposition resulting in the change in the consideration due upon conversion as described below under “-Recapitalizations, Reclassifications and Changes of Our Common Stock”;
|
•
|
except as otherwise described below, rights issued pursuant to a shareholder rights plan adopted by us; and
|
•
|
spin-offs as to which the provisions set forth below in this clause (3) shall apply;
|
CR1 = CR0 ×
|
SP0
|
SP0 - FMV
|
CR0 =
|
such Fixed Conversion Rate in effect immediately prior to the close of business on the record date for such distribution;
|
CR1 =
|
such Fixed Conversion Rate in effect immediately after the close of business on such record date;
|
SP0 =
|
the Average VWAP per share of our common stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-date (as defined below) for such distribution; and
|
FMV =
|
the fair market value (as determined by our board of directors or a committee thereof in good faith) of the shares of capital stock, evidences of indebtedness, assets, property, rights, options or warrants so distributed, expressed as an amount per share of our common stock on the ex-date for such distribution.
|
•
|
we will not adjust the Fixed Conversion Rates pursuant to the foregoing in this clause (3) until the earliest of these triggering events occurs; and
|
•
|
we will readjust the Fixed Conversion Rates to the extent any of these rights, options or warrants are not exercised before they expire; provided that the rights, options or warrants trade together with our common stock and will be issued in respect of future issuances of the shares of our common stock.
|
CR1 = CR0 ×
|
FMV0 + MP0
|
MP0
|
CR0 =
|
such Fixed Conversion Rate in effect immediately prior to the open of business on the ex-date for the spin-off;
|
CR1 =
|
such Fixed Conversion Rate in effect immediately after the open of business on the ex-date for the spin-off;
|
FMV0 =
|
the Average VWAP per share of the capital stock or similar equity interest distributed to holders of our common stock applicable to one share of our common stock over the ten consecutive Trading Day period commencing on, and including, the ex-date for the spin-off, or the “valuation period”; and
|
MP0 =
|
the Average VWAP per share of our common stock over the valuation period.
|
(4)
|
If any cash dividend or distribution is made to all or substantially all holders of our common stock other than a regular, quarterly cash dividend that does not exceed $0.30 per share, or the “Initial Dividend Threshold”, each Fixed Conversion Rate will be adjusted based on the following formula:
|
CR1 = CR0 ×
|
SP0 - T
|
SP0 - C
|
CR0 =
|
such Fixed Conversion Rate in effect immediately prior to the close of business on the record date for such dividend or distribution;
|
CR1 =
|
such Fixed Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution;
|
SP0 =
|
the Average VWAP per share of our common stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-date for such distribution; and
|
T =
|
the Initial Dividend Threshold; provided that if the dividend or distribution is not a regular, quarterly cash dividend, the Initial Dividend Threshold will be deemed to be zero; and
|
C =
|
the amount in cash per share we distribute to all or substantially all holders of our common stock.
|
(5)
|
If we or any of our subsidiaries make a payment in respect of a tender or exchange offer for our common stock, to the extent that the cash and value of any other consideration included in the payment per share of common stock exceeds the Average VWAP per share of our common stock over the ten consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, or the “expiration date”, each Fixed Conversion Rate will be increased based on the following formula:
|
CR1 = CR0 x
|
AC + (SP1 x OS1)
|
|
OS0 x SP1
|
CR0 =
|
such Fixed Conversion Rate in effect immediately prior to the close of business on the expiration date;
|
CR1 =
|
such Fixed Conversion Rate in effect immediately after the close of business on the expiration date;
|
AC =
|
the aggregate value of all cash and any other consideration (as determined by our board of directors or a committee thereof in good faith) paid or payable for shares purchased in such tender or exchange offer;
|
OS0 =
|
the number of shares of our common stock outstanding immediately prior to the expiration date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer);
|
OS1 =
|
the number of shares of our common stock outstanding immediately after the expiration date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and
|
SP1 =
|
the Average VWAP of our common stock over the ten consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the expiration date (the “averaging period”).
|
•
|
upon the issuance of any shares of our common stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in common stock under any plan;
|
•
|
upon the issuance of any shares of our common stock or options, rights or warrants to purchase those shares pursuant to any present or future benefit or other incentive plan or program of or assumed by us or any of our subsidiaries;
|
•
|
upon the issuance of any shares of our common stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding bullet and outstanding as of the date the Mandatory Convertible Preferred Stock was first issued;
|
•
|
for a change in the par value of our common stock;
|
•
|
for stock repurchases that are not tender or exchange offers referred to in clause (5) of the adjustments above, including structured or derivative transactions or pursuant to a stock repurchase program approved by our board of directors;
|
•
|
for accumulated dividends on the Mandatory Convertible Preferred Stock, except as described above under “-Mandatory Conversion,” “-Early Conversion at the Option of the Holder” and “-Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount;” or
|
•
|
for any other issuance of shares of our common stock or any securities convertible into or exchangeable for shares of our common stock or the right to purchase shares of our common stock or such convertible or exchangeable securities, except as otherwise described in this “Description of Mandatory Convertible Preferred Stock.”
|
•
|
the record date for a dividend or distribution on shares of our common stock occurs after the end of the 20 consecutive Trading Day period used for calculating the Applicable Market Value and before the Mandatory Conversion Date; and
|
•
|
that dividend or distribution would have resulted in an adjustment of the number of shares issuable to the holders of the Mandatory Convertible Preferred Stock had such record date occurred on or before the last Trading Day of such 20-Trading Day period,
|
•
|
any consolidation or merger of us with or into another person;
|
•
|
any sale, transfer, lease or conveyance to another person of all or substantially all of our property and assets;
|
•
|
any reclassification of our common stock into securities (other than a share split or share combination), including securities other than our common stock; or
|
•
|
any statutory exchange of our securities with another person (other than in connection with a merger or acquisition),
|
•
|
delaying, deferring or preventing a change of control of Energizer;
|
•
|
delaying, deferring or preventing the removal of our existing management or directors;
|
•
|
deterring potential acquirors from making an offer to our shareholders; and
|
•
|
limiting our shareholders’ opportunity to realize premiums over prevailing market prices of our common stock in connection with offers by potential acquirors.
|
•
|
the holders of a majority of the outstanding voting stock, other than the stock owned by the interested shareholder, or any affiliate or associate of such interested shareholder, approve the business combination; or
|
•
|
the business combination satisfies certain detailed fairness and procedural requirements.
|
SUBSIDIARY NAME
|
JURISDICTIONS OF INCORPORATION
|
PERCENTAGE OF CONTROL
|
+COREPILE S.A.
|
France
|
20%
|
+ECOBAT s.r.o.
|
Czech Republic
|
16.66%
|
+ECOPILHAS LDA.
|
Portugal
|
16.66%
|
+RE'LEM Public Benefit Company
|
Hungary
|
33.3%
|
AAG UK Parent Limited
|
United Kingdom
|
100%
|
American Covers, LLC
|
Utah
|
100%
|
Anabasis Handelsgesellschaft GmbH
|
Germany
|
100%
|
Armored AutoGroup Philippines Inc.
|
Philippines
|
100%
|
Associated Products, LLC
|
Delaware
|
100%
|
Berec Overseas Investments Limited
|
United Kingdom
|
100%
|
California Scents, LLC
|
California
|
100%
|
Consumer Batteries Company (Eastern Europe) LLC
|
Russia
|
100%
|
Distribuidora Energizer Honduras, S.A. (f/k/a Distribuidora Rayovac Honduras, S.A.)
|
Honduras
|
100%
|
Distribuidora Rayovac Guatemala, S.A.
|
Guatemala
|
100%
|
EBC Batteries, Inc.
|
Delaware
|
100%
|
EMEA Consumer Batteries (Shenzhen) Co. Ltd.
|
China
|
100%
|
Energizer (China) Co., Ltd.
|
China
|
100%
|
Energizer (South Africa) Ltd. (Branch in S. Africa)
|
Delaware
|
100%
|
Energizer (Thailand) Limited
|
Thailand
|
100%
|
Energizer Argentina S.A.
|
Argentina
|
100%
|
Energizer Asia Pacific, Inc. (Qualified in Hong Kong)
|
Delaware
|
100%
|
Energizer Australia Pty. Ltd.
|
Australia
|
100%
|
Energizer Auto Australia Pty Ltd. (f/k/a Armored AutoGroup Australia Pty. Ltd.)
|
Australia
|
100%
|
Energizer Auto Brands, Inc. (f/k/a Armored AutoGroup Inc.)
|
Delaware
|
100%
|
Energizer Auto HK Limited (f/k/a Armored AutoGroup HK Limited)
|
Hong Kong
|
100%
|
Energizer Auto Manufacturing, Inc. (f/k/a STP Products Manufacturing Company)
|
Delaware
|
100%
|
Energizer Auto Puerto Rico LLC (f/k/a Armored AutoGroup Puerto Rico LLC)
|
Puerto Rico
|
100%
|
Energizer Auto Sales, Inc. (f/k/a Armored AutoGroup Sales Inc.)
|
Delaware
|
100%
|
Energizer Auto UK Limited (f/k/a Armored Auto UK Limited)
|
United Kingdom
|
100%
|
Energizer Auto, Inc. (f/k/a The Armor All/STP Products Company)
|
Delaware
|
100%
|
Energizer Brands Colombia, S.A. (f/k/a Spectrum Brands Colombia S.A.)
|
Colombia
|
100%
|
Energizer Brands II Holding LLC
|
Delaware
|
100%
|
Energizer Brands II LLC
|
Delaware
|
100%
|
Energizer Brands Netherlands B.V.
|
Netherlands
|
100%
|
Energizer Brands UK Limited
|
United Kingdom
|
100%
|
Energizer Brands, LLC
|
Delaware
|
100%
|
Energizer Brazil Participacoes Societarias Ltda. (f/k/a ASR Exportacao, Importacao, Comercio e Industria De Produtos de Barbear Ltda.)
|
Brazil
|
100%
|
Energizer Canada Inc.
|
Canada
|
100%
|
Energizer Cayman Islands Limited
|
Cayman Islands
|
100%
|
Energizer Central Europe Sp. zo.o (f/k/a Energizer Group Polska Sp. zo.o)
|
Poland
|
100%
|
Energizer Czech spol.sr.o.
|
Czech Republic
|
100%
|
Energizer de Chile SpA
|
Chile
|
100%
|
Energizer de Colombia, S.A.
|
Colombia
|
100%
|
Energizer Deutschland GmbH
|
Germany
|
100%
|
Energizer Egypt S.A.E.
|
Egypt
|
70.02%
|
Energizer France SAS
|
France
|
100%
|
Energizer Gamma Acquisition B.V.
|
Netherlands
|
100%
|
Energizer Gamma C.V.
|
Netherlands
|
100% (Partnership)
|
Energizer Group Dominican Republic S.A.
|
Dominican Republic
|
100%
|
Energizer Group España S.A.
|
Spain
|
100%
|
Energizer Group Limited
|
United Kingdom
|
100%
|
Energizer Group Panama, Inc.
|
Panama
|
100%
|
Energizer Group Sweden AB
|
Sweden
|
100%
|
Energizer Hellas A.E.
|
Greece
|
100%
|
Energizer Honduras (f/k/a Rayovac Honduras, S.A.)
|
Honduras
|
100%
|
Energizer Hungary Trading Ltd.
|
Hungary
|
100%
|
Energizer India Private Limited
|
India
|
100%
|
Energizer International Group B.V.
|
Netherlands
|
100%
|
Energizer International Partners, LLC
|
Delaware
|
100%
|
Energizer International, Inc.
|
Delaware
|
100%
|
Energizer Investment Company
|
Delaware
|
100%
|
Energizer Ireland Limited
|
Ireland
|
100%
|
Energizer Italy S.R.L.
|
Italy
|
100%
|
Energizer Korea Ltd.
|
Korea
|
100%
|
Energizer Lanka Limited
|
Sri Lanka
|
99.26% (Public)
|
Energizer LLC
|
Russia
|
100%
|
Energizer Malaysia SDN.BHD.
|
Malaysia
|
80.235%
|
Energizer Manufacturing, Inc.
|
Delaware
|
100%
|
Energizer Mexico S. de R.L. de C.V.
|
Mexico
|
100%
|
Energizer Middle East and Africa Limited (Dubai branch)
|
Delaware
|
100%
|
Energizer NZ Limited
|
New Zealand
|
100%
|
Energizer Overseas Corp. (f/k/a Rayovac Overseas Corp.)
|
Cayman Islands
|
100%
|
Energizer Philippines, Inc.
|
Philippines
|
100%
|
Energizer Real Estate Holdings, LLC
|
Delaware
|
100%
|
Energizer Russia Holding LLC
|
Delaware
|
100%
|
Energizer SA
|
Switzerland
|
100%
|
Energizer Services Mexico S. de R.L. de C.V.
|
Mexico
|
100%
|
Energizer Services, LLC
|
Delaware
|
100%
|
Energizer Singapore Pte. Ltd.
|
Singapore
|
100%
|
Energizer Slovakia, Spol. Sr.o.
|
Slovak Republic
|
100%
|
Energizer Trading Limited
|
United Kingdom
|
100%
|
Energizer UK Limited
|
United Kingdom
|
100%
|
Energizer, LLC (Branch in Peru)
|
Delaware
|
100%
|
Energizer-Ecuador C.A.
|
Ecuador
|
100%
|
Ever Ready Limited
|
United Kingdom
|
100%
|
Eveready de Venezuela, C.A.
|
Venezuela
|
100%
|
Eveready East Africa Limited
|
Kenya
|
10.025% (Public)
|
Eveready Hong Kong Company
|
Hong Kong
|
100%(Partnership)
|
Eveready International C.V.
|
Netherlands
|
100% (Partnership)
|
Importadora Energizer, C.A.
|
Venezuela
|
100%
|
Importadora Eveready, C.A.
|
Venezuela
|
100%
|
Paula GmbH & Co. Vermietungs-KG
|
German Partnership
|
100%
|
PT Energizer Indonesia
|
Indonesia
|
100%
|
Rayovac Dominican Republic, S.A.
|
Dominican Republic
|
100%
|
Rayovac El Salvador, S.A. de C.V.
|
El Salvador
|
100%
|
Rayovac Europe Limited
|
United Kingdom
|
100%
|
Rayovac Guatemala, S.A.
|
Guatemala
|
100%
|
ROV German General Partner GmbH
|
Germany
|
100%
|
ROV German Limited GmbH
|
Germany
|
100%
|
Schick Egypt LLC
|
Egypt
|
100%
|
Shanghai AAG Automotive Products Trading Co., Ltd.
|
China
|
100%
|
Sonca Products Limited
|
Hong Kong
|
100%
|
SONCO Products (Shenzhen) Limited
|
China
|
100%
|
SPB Sweden AB
|
Sweden
|
100%
|
Spectrum Brands Austria GmbH
|
Austria
|
100%
|
Spectrum Brands Brasil Industria e Comercio de Bens de Consumo Ltda.
|
Brazil
|
100%
|
Spectrum Brands Bulgaria EOOD
|
Bulgaria
|
100%
|
Spectrum Brands Czech spol s.r.o.
|
Czech Republic
|
100%
|
Spectrum Brands Denmark A/S
|
Denmark
|
100%
|
Spectrum Brands Europe GmbH
|
Germany
|
100%
|
Spectrum Brands Finland Oy
|
Finland
|
100%
|
Spectrum Brands France S.A.S.
|
France
|
100%
|
Spectrum Brands Hrvatska d.o.o
|
Croatia
|
100%
|
Spectrum Brands Norway AS
|
Norway
|
100%
|
Spectrum Brands Schweiz GmbH
|
Switzerland
|
100%
|
Spectrum Brands Slovakia spol. s.r.o.
|
Slovakia
|
100%
|
Spectrum Brands, Trgovina, d.o.o.
|
Slovenia
|
100%
|
Tximist Batteries (Shenzhen) Ltd.
|
China
|
100%
|
VARTA Consumer Batteries Benelux B.V.
|
Netherlands
|
100%
|
VARTA Consumer Batteries GmbH (branch in Russia & Ukraine)
|
Netherlands
|
100%
|
VARTA Consumer Batteries Iberia S.L.U.
|
Spain
|
100%
|
VARTA Consumer Batteries Italia, S.r.L.
|
Italy
|
100%
|
VARTA Consumer Batteries Poland Sp. zo.o
|
Poland
|
100%
|
VARTA Consumer Batteries UK Limited
|
United Kingdom
|
100%
|
Varta Pilleri Ticaret Limited Sirketi
|
Turkey
|
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 19, 2019
|
|
||
/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
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
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a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
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5
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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November 19, 2019
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/s/ Timothy W. Gorman
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Timothy W. Gorman
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Executive Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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November 19, 2019
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/s/ Alan R. Hoskins
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Alan R. Hoskins
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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November 19, 2019
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/s/ Timothy W. Gorman
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Timothy W. Gorman
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Executive Vice President and Chief Financial Officer
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