Energizer 2010 Annual Report Download - page 48

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ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)
38
Consolidated Statements of Earnings and Comprehensive Income for
the years ended September 30, 2009 and 2010, (ii) Consolidated
Balance Sheets at September 30, 2009 and 2010, (iii) Consolidated
Statements of Cash Flows for the years ended September 30, 2008,
2009 and 2010, (iv) Consolidated Statements of Shareholders’ Equity for
the years ended September 30, 2010, 2009 and 2008, and (v) Notes to
Consolidated Financial Statements for the year ended September 30,
2010. In accordance with Rule 406T of Regulation S-T, the XBRL
related information in Exhibit 101 to this Annual Report on Form 10-K
shall not be deemed to be “filed” for purposes of Section 18 of the
Exchange Act, and shall not be deemed “filed” or part of any registration
statement or prospectus for purposes of Section 11 or 12 under the
Securities Act of 1933 or the Securities Exchange Act of 1934, or
otherwise subject to liability under those sections, except as shall be
expressly set forth by specific reference in such filing. The financial
information contained in the XBRL-related documents is “unaudited” and
“unreviewed.”**
* Denotes a management contract or compensatory plan or arrangement.
** Denotes filed herewith.
*** The Asset Purchase Agreement has been included to provide investors and
shareholders with information regarding its terms. It is not intended to provide any
factual, business or operational information about Energizer or ASR. The Asset
Purchase Agreement contains representations and warranties that the parties to the
Agreement made solely for the benefit of each other. The assertions embodied in such
representations and warranties are qualified by information contained in confidential
disclosure schedules that ARS provided to Energizer in connection with execution of the
Asset Purchase Agreement. These disclosure schedules contain information that
modifies, qualifies and creates exceptions to the representations and warranties set
forth in the Asset Purchase Agreement. Moreover, the representations and warranties
in the Asset Purchase Agreement (i) are subject to materiality standards which may
differ from what may be viewed as material by investors and shareholders, (ii) in certain
cases, were used for the purpose of allocating risk among the parties rather than
establishing matters as facts and (iii) were only made as of the date of the Asset
Purchase Agreement and are modified in important part by the underlying disclosure
schedules. Accordingly, investors and shareholders should not rely on such
representations and warranties as characterizations of the actual state of facts or
circumstances. Moreover, information concerning the subject matter of such
representations and warranties may change after the date of the Asset Purchase
Agreement, which subsequent information may or may not be fully reflected in
Energizer’s public disclosures. Pursuant to Item 601 (b) (2) of Regulation S-K
schedules have been omitted and will be furnished supplementally to the SEC upon
request.