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A YEAR OF RETURN
Energizer Holdings, Inc.
2012 Annual Report

Table of contents

  • Page 1
    Energizer Holdings, Inc. A YEAR OF RETURN 2012 Annual Report

  • Page 2
    ... purchase of American Safety Razor in Fiscal 2011, the purchase of Edge® and Skintimate® shave preparation brands in 2009 and the purchase of Playtex Products, Inc. in 2008. GAAP requires inventory to be valued at fair market value less the cost of disposal and a profit allowance for the selling...

  • Page 3
    ... 12 In 2012, Energizer Holdings began to see the return on our 2011 investments, with record earnings per share driven by the growth portfolio of our Personal Care business and improved cost structure in our Household Products business. Going forward, our investments help us build a stronger, more...

  • Page 4
    2 Energizer Holdings, Inc. 2012 Annual Report To Our Shareholders WARD M. KLEIN Chief Executive Officer We called Fiscal 2011 the "Year of Investment" as we made incremental investments to drive future growth and efficiency. Highlights included the global launch of our innovative new shaving ...

  • Page 5
    3 Energizer Holdings, Inc. 2012 Annual Report U.S. MARKET SHARE POSITION* Batteries and Lighting Wet Shave HOUSEHOLD & SPECIALTY BATTERIES, LIGHTING PRODUCTS Skin Care SUN CARE, HAND & FACE TOWELETTES Wet Shave SHAVE PREPS Infant Care 1 2 MEN'S SHAVING SYSTEMS, WOMEN'S SHAVING SYSTEMS, ...

  • Page 6
    4 Energizer Holdings, Inc. 2012 Annual Report Men's Schick Hydro 5 Power Select™ Men's Schick Hydro® 5 SCHICK HYDRO® BRAND Building off of the successful launch of Schick Hydro® for Men, which was launched in 2010, Schick Hydro Silk® and Schick Hydro 5 Power Select™ were launched in ...

  • Page 7
    5 Energizer Holdings, Inc. 2012 Annual Report BRANDED WET SHAVE U.S. MARKET SHARE 21 that maximize their growth by meeting the specific needs of their consumers. A history of investing in growth We entered the Wet Shave business in 2003 with our acquisition of Schick Wilkinson Sword, which formed ...

  • Page 8
    ... Executive Vice President, Chief Financial Officer of The Clorox Company, brings more than 34 years of experience in consumer products and financial management. Joe W. McClanathan retired as President and Chief Executive Officer of the Energizer Household Products division after 37 years of service...

  • Page 9
    7 Energizer Holdings, Inc. 2012 Annual Report ENERGIZER® POWER SEAL Energizer® with Power Seal technology. Holds power for up to 10 years*. *Shelf life

  • Page 10
    8 Energizer Holdings, Inc. 2012 Annual Report Executive and Corporate Officers WARD M. KLEIN Chief Executive Officer DANIEL J. SESCLEIFER Executive Vice President and Chief Financial Officer MARK S. LAVIGNE Vice President, General Counsel and Secretary DAVID P. HATFIELD President and Chief ...

  • Page 11
    ...ACT OF 1934 For the fiscal year ended September 30, 2012 Commission File No. 001-15401 ENERGIZER HOLDINGS, INC. _____ Incorporated in Missouri IRS Employer Identification No. 43-1863181 533 Maryville University Drive, St. Louis, Missouri 63141 Registrant's telephone number, including area code: 314...

  • Page 12
    ... directors and executive officers are affiliates, and (ii) no party who has filed a Schedule 13D or 13G is an affiliate. Registrant does not have a class of non-voting equity securities.) Number of shares of Energizer Holdings, Inc. Common Stock ("ENR Stock"), $.01 par value, outstanding as of close...

  • Page 13
    ... limitation, statements regarding future company-wide or segment sales, earnings and earnings per share, investments, initiatives, capital expenditures, product launches, consumer trends, cost savings related to restructuring projects and the timing of such savings, improvements to working capital...

  • Page 14
    ... Tropic sun care products, and Playtex household gloves. On June 5, 2009, we completed the acquisition of the Edge and Skintimate shave preparation brands from S.C. Johnson & Son, Inc. (SCJ). This added U.S. market leading shave preparation brands to our existing wet shave product portfolio. On...

  • Page 15
    ..., the Company launched a new line of Schick Hydro shave gels, which coupled with the Schick Hydro razor, delivers a complete skin comfort system that goes beyond hair removal to care for men's skin. On October 1, 2007, Energizer acquired Playtex, a leading North American manufacturer and marketer in...

  • Page 16
    ..., 2010, Energizer acquired ASR, the leading global manufacturer of private label/value wet shaving razors and blades, and industrial and specialty blades. In wet shave, ASR manufactures, distributes and sells a complete line of private label / value wet shaving disposable razors, shaving systems and...

  • Page 17
    ... and military stores. Although a large percentage of Energizer's sales are attributable to a relatively small number of retail customers, in fiscal 2012, only Wal-Mart Stores, Inc. and its subsidiaries, as a group, accounted for more than ten percent of Energizer's annual sales. For fiscal year 2012...

  • Page 18
    ... consumer demand in the spring and summer months. Customer orders for sun care products are highly seasonal, which has historically resulted in higher sun care sales to retailers during the late winter through mid-summer months. Competition The Household Products and Personal Care businesses...

  • Page 19
    ... Asset Purchase Agreement between Pfizer, Inc. and the Company, relating to the acquisition of the SWS business, environmental liabilities related to pre-closing operations of that business, or associated with properties acquired, are generally retained by Pfizer, subject to time limitations varying...

  • Page 20
    ... successfully. Competition in Energizer's industries may hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers. The categories in which Energizer operates, including battery and portable lighting products, wet shave, skin care...

  • Page 21
    ... the closing and streamlining of operations facilities in the Household Products division; streamlining our Household Product division product portfolio; reducing overhead spending; and creating a center-led purchasing function. We expect to incur significant charges related the Restructuring Plan...

  • Page 22
    ... results of operations. Energizer's businesses are currently conducted on a worldwide basis, with nearly 50% of our sales in fiscal 2012 arising from foreign countries, and a significant portion of our production capacity and cash located overseas. Consequently, Energizer is subject to a number of...

  • Page 23
    ... to general adverse economic and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate, place us at a competitive disadvantage as compared to our competitors that have greater financial flexibility and limit, among...

  • Page 24
    ... flows related to specific intangible assets, as well as potential changes in market valuations for similar assets and market discount rates may result in an impairment charge, which could have an adverse impact on our operating results and financial position. Energizer's manufacturing facilities or...

  • Page 25
    ...of the financial markets, interest rates and governmental regulations. While in November 2012, we approved and communicated changes to our U.S. pension plan so that, effective January 1, 2014, the pension benefit earned to date by active participants under the legacy Energizer U.S. pension plan will...

  • Page 26
    ...Shave prep manufacturing (11) Outsourced Personal Care Mfg (12) During the first quarter of fiscal 2013, the Company announced a multi-year restructuring plan, which is expected to include the closure of the battery manufacturing facilities located in Maryville, MO and St. Albans, VT and the battery...

  • Page 27
    ... Household Products Division from 2005 to 2008; Vice President, Sales and Trade Marketing from 1999 to 2005 and Director, Brand Marketing from 1996 to 1999. Age: 51. David P. Hatfield- President and Chief Executive Officer, Energizer Personal Care since November, 2007. Prior to his current position...

  • Page 28
    ...as Vice President, Secretary and Assistant General Counsel from 2010 to 2012 and as a partner in the law firm Bryan Cave LLP from 2007 to 2010. Age: 41. Peter J. Conrad- Vice President, Human Resources of Energizer since March, 2000. Mr. Conrad joined Eveready Battery Company, Inc. in 1997. Prior to...

  • Page 29
    ... following table reports purchases of equity securities during the fourth quarter of fiscal 2012 by Energizer and any affiliated purchasers pursuant to SEC rules, including any treasury shares withheld to satisfy employee withholding obligations upon vesting of restricted stock and the execution of...

  • Page 30
    ... restricted stock. No other shares of common stock were purchased during the quarter ended September 30, 2012. Since the end of fiscal 2012 and through the date of this report, the Company has not repurchased any additional shares of its common stock, exclusive of a small number of shares related to...

  • Page 31
    ... on Energizer Holdings, Inc.'s common stock relative to the cumulative total returns of the S&P Midcap 400 index and the S&P Household Products index. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on 9/30/2007...

  • Page 32
    ...filings under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to Energizer's management, including its Chief Executive Officer and Chief Financial...

  • Page 33
    ... set forth in our 2012 Proxy Statement under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" and is incorporated herein by reference. The Company has adopted business practices and standards of conduct that are applicable to all employees, including its Chief Executive Officer...

  • Page 34
    ... Johnson & Son, Inc., a Wisconsin corporation and Energizer (incorporated by reference to Exhibit 2.1 of Energizer's Current Report on Form 8-K filed May 11, 2009). Asset Purchase Agreement dated as of October 8, 2010, by and between American Safety Razor, LLC, a Delaware limited liability company...

  • Page 35
    ...'s Annual Report on Form 10-K for the year ended September 30, 2008).* 10.24 Form of Performance Restricted Stock Equivalent Award Agreement (incorporated by reference to Exhibit 10.1 of Energizer's Current Report on Form 8-K filed October 15, 2007).* 10.25 Form of 2007 Note Purchase Agreement dated...

  • Page 36
    ... Stock Equivalent Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.55 of Energizer's Annual Report on Form 10-K for the Year ended September 30, 2010).* 10.42 First Amendment to the 2009 Restatement of the Energizer Holdings, Inc. Deferred Compensation Plan...

  • Page 37
    ... 10.1 to the Company's Current Report on Form 8-K filed May 2, 2012).* 10.58 Third Amended and Restated Receivables Purchase Agreement, dated as of May 4, 2009, as amended June 25, 2012, among Energizer Receivables Funding Corporation, Energizer Battery, Inc., Energizer Personal Care, LLC, The Bank...

  • Page 38
    ... of Executive Vice President and Chief Financial Officer.** Attached as Exhibit 101 to this Form 10-K are the following documents formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Earnings and Comprehensive Income for the years ended September 30, 2010, 2011...

  • Page 39
    ... Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ENERGIZER HOLDINGS, INC. By /s/ Ward M. Klein Ward M. Klein Chief Executive Officer Date: November 20, 2012 Pursuant to the requirements of the Securities Exchange Act...

  • Page 40
    .... The Company reports results in two segments: Personal Care, which includes Wet Shave, Skin Care, Feminine Care and Infant Care products and Household Products, which includes batteries and portable lighting products. This discussion should be read in conjunction with the Consolidated Financial...

  • Page 41
    ...-term returns. Both divisions are targeting improved working capital management as a key business objective. Personal Care includes Wet Shave products sold under the Schick, Wilkinson Sword, Edge, Skintimate and Personna brand names as well as value-priced private label razors, Skin Care products...

  • Page 42
    ... division manufactures and markets one of the most extensive product portfolios in household batteries, specialty batteries and portable lighting. Energizer is the successor to over 100 years of expertise in the battery and portable lighting products industry. Its brand names Energizer and Eveready...

  • Page 43
    ... Rationalize and streamline operations facilities in the Household Products Division: Close Maryville, MO battery manufacturing facility Close St. Albans, VT battery manufacturing facility Close Tampoi, Malaysia battery packaging facility Streamline Asheboro, NC battery manufacturing and packaging...

  • Page 44
    ... a quarter of the gross savings will be used to increase investment in brand building and innovation to drive future growth, and enable investments in information technology systems to improve capabilities and reduce costs. Financial Results For the year ended September 30, 2012, net earnings were...

  • Page 45
    ...fiscal 2012, 2011 and 2010, respectively. The higher level of A&P spending in relation to net sales in fiscal 2011 and 2010 was due to significant launch activities for Schick Hydro. A&P expense may vary from year to year with new product launches, the impact of acquisitions, strategic brand support...

  • Page 46
    ... earnings before income taxes in fiscal 2012, 2011 and 2010, respectively. Income taxes include the following items which impacted the overall tax rate in the fiscal years' indicated. For Fiscal 2012, adjustments were recorded to reflect refinement of estimates of tax attributes to amounts in filed...

  • Page 47
    ... 23, 2010, which was in the first quarter of fiscal 2011, we completed the acquisition of ASR. ASR is a leading global manufacturer of private label/value wet shaving razors and blades, and industrial and specialty blades and is part of the Company' s Personal Care segment. Due to the timing of the...

  • Page 48
    ...of Schick Hydro 5 Power Select and Hydro Silk women's systems, partially offset by lower sales of legacy branded men's and women's systems, Net sales in Skin Care increased approximately $5, on a reported basis, on higher sales of Sun Care products in international markets, In Infant Care, net sales...

  • Page 49
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) HOUSEHOLD PRODUCTS Net Sales - Household Products For the years ended September 30, Net sales - prior year Organic Change Impact of currency Change in VZ - post devaluation Net sales - current year 2012 $ 2,196.0 (...

  • Page 50
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) GENERAL CORPORATE AND OTHER EXPENSES For The Years Ended September 30, 2012 General corporate expenses Integration/other realignment Sub-Total Household Products restructuring ASR costs: Deal expenses Severance/...

  • Page 51
    ... the inventory build to support the initial Schick Hydro launch and the impact of hurricane-related inventory reduction in the fourth quarter of fiscal 2011. Investing Activities Net cash used by investing activities was $94.9, $363.5 and $113.3 in fiscal 2012, 2011 and 2010, respectively. Capital...

  • Page 52
    ...In fiscal 2012, the Company repurchased 5.9 million shares of the Company's common stock, exclusive of a small number of shares related to the net settlement of certain stock awards for tax withholding purposes, for a total cost of approximately $418. All the shares were purchased in the open market...

  • Page 53
    ..., interest rates and the Company's stock price. The following risk management discussion and the estimated amounts generated from the sensitivity analysis are forward-looking statements of market risk assuming certain adverse market conditions occur. Company policy allows derivatives to be used only...

  • Page 54
    ... the Company's debt by $174.4 and $104.3 at September 30, 2012 and 2011, respectively. A 10% decrease in interest rates on fixed-rate debt would have increased the fair market value by $53.6 and $48.1 at September 30, 2012 and 2011, respectively. See Note 10 to the Consolidated Financial Statements...

  • Page 55
    ...and spike battery and lighting products sales. Customer orders for the Company's sun care products are highly seasonal, which has historically resulted in higher sun care sales in the second and third quarters of our fiscal year and lower sales in the first and fourth quarters of our fiscal year. As...

  • Page 56
    ... 2012, after receiving five reports from consumers, the Company announced a voluntary market withdrawal of certain continuous spray Banana Boat sun care products due to a potential risk of product igniting on the skin if contact was made with a source of ignition before the product was completely...

  • Page 57
    ...on our fiscal 2012 sun care shipments, each percentage point change in our returns rate would have impacted our reported net sales by $3.0 and our reported operating income by $2.7. The Company offers a variety of programs, primarily to its retail customers, designed to promote sales of its products...

  • Page 58
    ...from acquired businesses, are based on legal factors, market conditions and operational performance. Future events could cause the Company to conclude that impairment indicators exist. The Company estimates fair value using valuation techniques such as discounted cash flows. This requires management...

  • Page 59
    ... a determinable life is based on a number of factors including the competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment. Our estimates of the useful lives of determinable-lived intangible assets are primarily based on...

  • Page 60
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) Recently Issued Accounting Standards There are no new accounting pronouncements issued or effective that had or will have a material impact on our Consolidated Financial Statements. On July 27, 2012, the Financial ...

  • Page 61
    ... 2,022.5 $ 2009 966.3 863.4 6,017.3 2,288.5 $ 2008 665.1 835.5 5,667.7 2,589.5 Year over year comparatives may be impacted in varying degrees by acquisitions. Working capital is current assets less current liabilities. The Company has made two reclassifications for financial reporting purposes that...

  • Page 62
    ...rate swap Household Products restructuring Early debt retirement/duplicate interest Acquisition inventory valuation Venezuela devaluation/other impacts Voluntary retirement/reduction in force costs Paid time off adjustment Adjustments to valuation allowances and prior years tax accruals Tax benefits...

  • Page 63
    ... management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Internal control over financial reporting...

  • Page 64
    ... and the related consolidated statements of earnings and comprehensive income, cash flows and shareholders' equity present fairly, in all material respects, the financial position of Energizer Holdings, Inc. and its subsidiaries at September 30, 2012 and 2011 and the results of their operations and...

  • Page 65
    ENERGIZER HOLDINGS, INC. CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (Dollars in millions, except per share data) FOR THE YEARS ENDED SEPTEMBER 30, Statement of Earnings Net sales Cost of products sold Gross profit Selling, general and administrative expense Advertising and sales ...

  • Page 66
    ENERGIZER HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (Dollars in millions, except par values) SEPTEMBER 30, 2012 Assets Current assets Cash and cash equivalents Trade receivables, net Inventories Other current assets Total current assets Property, plant and equipment, net Goodwill Other intangible ...

  • Page 67
    ...less Common stock purchased Cash dividends paid Proceeds from issuance of common stock Excess tax benefits from share-based payments Net cash used by financing activities Effect of exchange rate changes on cash Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents, beginning...

  • Page 68
    ENERGIZER HOLDINGS, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Dollars in millions, shares in thousands) DOLLARS 2012 Common stock: Balance at beginning of year Activity under stock plans Ending balance Additional paid-in capital: Balance at beginning of year Activity under stock plans ...

  • Page 69
    ... and Derivative Securities - The Company uses financial instruments, from time to time, in the management of foreign currency, interest rate and other risks that are inherent to its business operations. Such instruments are not held or issued for trading purposes. Foreign exchange (F/X) instruments...

  • Page 70
    ... Statements of Earnings and Comprehensive Income. Inventories - Inventories are valued at the lower of cost or market, with cost generally being determined using average cost or the first-in, first-out (FIFO) method. As part of the American Safety Razor (ASR) acquisition in fiscal 2011, the Company...

  • Page 71
    ... FINANCIAL STATEMENTS (Dollars in millions, except per share and percentage data) for impairment as part of the Company's annual business planning cycle in the fourth quarter, or when indicators of a potential impairment are present. The estimated fair value of each reporting unit is estimated using...

  • Page 72
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share and percentage data) Advertising and Sales Promotion Costs - The Company advertises and promotes its products through national and regional media and expenses such activities in the year ...

  • Page 73
    ..., if operating results or macroeconomic conditions deteriorate. We utilized a discounted cash flow model using an excess earnings valuation technique to test the brands acquired in the Playtex acquisition for impairment. Key assumptions included a discount rate of 8.00% and a terminal growth rate of...

  • Page 74
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share and percentage data) (5) Income Taxes The provisions for income taxes consisted of the following for the years ended September 30: 2012 Currently payable: United States - Federal State Foreign ...

  • Page 75
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share and percentage data) The deferred tax assets and deferred tax liabilities recorded on the balance sheet at September 30 for the years indicated are as follows and include current and noncurrent...

  • Page 76
    ...the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and restricted stock equivalents. The following table sets forth the computation of basic and diluted earnings per share: FOR THE YEARS ENDED SEPTEMBER 30, 2012 2011 2010...

  • Page 77
    ... stock equivalents or options to purchase the Company's common stock (ENR stock) may be granted to directors, officers and employees. The 2009 Plan was amended and restated by approval of the shareholders at the January 2011 Annual Meeting of Shareholders to set the maximum number of shares...

  • Page 78
    ...30, 2012, 2011 and 2010 was $3.4, $8.3, and $21.1, respectively. When valuing new grants, Energizer uses an implied volatility, which reflects the expected volatility for a period equal to the expected life of the option. No new option awards were granted in the fiscal years ended September 30, 2012...

  • Page 79
    ...2012, which is the first fiscal quarter of 2013, the Company approved and communicated changes to its U.S. pension plan, which is the most significant of the Company's pension obligations. Effective January 1, 2014, the pension benefit earned to date by active participants under the legacy Energizer...

  • Page 80
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share and percentage data) defined contribution benefit in conjunction with this action, but this change is expected to result in an overall reduction in the costs of retirement service benefits for ...

  • Page 81
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share and percentage data) The following table presents the amounts recognized in the Consolidated Balance Sheets and Consolidated Statements of Shareholders' Equity. September 30, Pension 2012 ...

  • Page 82
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share and percentage data) The accumulated benefit obligation for defined benefit pension plans was $1,365.3 and $1,235.3 at September 30, 2012 and 2011, respectively. The following table shows ...

  • Page 83
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share and percentage data) The following table presents assumptions, which reflect weighted-averages for the component plans, used in determining the above information: September 30, Pension 2012 ...

  • Page 84
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share and percentage data) The following table sets forth the estimated fair value of the Company's pension assets as of September 30, 2012 and 2011 segregated by level within the estimated fair ...

  • Page 85
    ...fiscal years as we execute our recently announced restructuring plan in fiscal 2013 and 2014. In addition to the financial covenants described above, the credit agreements and the note purchase agreements contain customary representations and affirmative and negative covenants, including limitations...

  • Page 86
    ...at a specified redemption price. The 2011 Notes also contain certain limitations regarding the merger, consolidation or sale of the Company's assets. Aggregate maturities of long-term debt, including current maturities, at September 30, 2012 are as follows for the fiscal years' noted: $231.5 in 2013...

  • Page 87
    ...In fiscal 2012, the Company repurchased 5.9 million shares of the Company's common stock, exclusive of a small number of shares related to the net settlement of certain stock awards for tax withholding purposes, for a total cost of approximately $418. All the shares were purchased in the open market...

  • Page 88
    ... in Hedging Relationships The Company holds a share option with a major financial institution to mitigate the impact of changes in certain of the Company's deferred compensation liabilities, which are tied to the Company's common stock price. Period activity related to the share option is classified...

  • Page 89
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) The following table provides estimated fair values as of September 30, 2012 and 2011, and the amounts of gains and losses on derivative instruments classified as cash flow hedges as of and for the twelve months ...

  • Page 90
    ..., an entity is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The following table sets forth the Company's financial assets and liabilities, which are carried at fair value, as of September 30, 2012 and 2011 that are measured on a recurring basis...

  • Page 91
    ... by the United States Food and Drug Administration (FDA), including tampons and sun care products. Legal Proceedings - The Company and its subsidiaries are parties to a number of legal proceedings in various jurisdictions arising out of the operations of the Company's businesses. Many of these legal...

  • Page 92
    ... 2012, after receiving five reports from consumers, the Company announced a voluntary market withdrawal of certain continuous spray Banana Boat sun care products due to a potential risk of product igniting on the skin if contact was made with a source of ignition before the product was completely...

  • Page 93
    ... and supplies Work in process Finished products Total inventories Other Current Assets Miscellaneous receivables Deferred income tax benefits Prepaid expenses Value added tax collectible from customers Other Total other current assets Property, plant and equipment Land Buildings Machinery and...

  • Page 94
    ... Household Products (Battery and Portable Lighting Products). On November 23, 2010, we completed the acquisition of ASR. ASR is a leading global manufacturer of private label/value wet shaving razors and blades, and industrial and specialty blades and is part of the Company' s Personal Care segment...

  • Page 95
    ... of Earnings and Comprehensive Income. See Note 10 of the Notes to Consolidated Financial Statements for further details. The presentation for inventory write-up, which was $7.0 in fiscal 2011 related to the write-up and subsequent sale of inventory acquired in the ASR transaction, acquisition...

  • Page 96
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share and percentage data) The following table provides segment information for the years ended or at September 30 for the periods presented: Net Sales Personal Care Household Products Total net ...

  • Page 97
    ... Company's total net sales for each of the three years presented. Supplemental product information is presented below for net sales for the years ended September 30: 2012 Net Sales Wet Shave Alkaline batteries Other batteries and lighting products Skin Care Feminine Care Infant Care Other personal...

  • Page 98
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share and percentage data) (18) Quarterly Financial Information - (Unaudited) The results of any single quarter are not necessarily indicative of the Company's results for the full year. Net earnings...

  • Page 99
    ... the obligations are discharged in accordance with the indenture. Set forth below are the condensed consolidating financial statements presenting the results of operations, financial position and cash flows of the Parent Company (Energizer Holdings, Inc.), the Guarantors on a combined basis, the Non...

  • Page 100
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) Consolidating Statements of Earnings (Condensed) Parent Company Net Sales Cost of products sold Gross Profit Selling, general and administrative expense Advertising and sales promotion expense Research and ...

  • Page 101
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) Consolidating Balance Sheets (Condensed) Parent Company Assets Current Assets Cash and cash equivalents Trade receivables, net (a) Inventories Other current assets Total current assets Investment in subsidiaries ...

  • Page 102
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) Consolidating Balance Sheets (Condensed) Parent Company Assets Current Assets Cash and cash equivalents Trade receivables, net (a) (c) Inventories Other current assets (c) Total current assets Investment in ...

  • Page 103
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) Consolidating Statements of Cash Flows (Condensed) Parent Company Net cash flow from operating activities Cash Flow from Investing Activities Capital expenditures Proceeds from sale of assets Proceeds from ...

  • Page 104
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) Consolidating Statements of Cash Flows (Condensed) Year Ended September 30, 2011 Parent NonCompany Guarantors Guarantors Eliminations (124.1) $ $ 5.5 $ 298.3 $ 232.8 $ - - (301.0) 576.0 (600.0) - - - - (325.0) (55...

  • Page 105
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) Consolidating Statements of Cash Flows (Condensed) Year Ended September 30, 2010 Parent NonCompany Guarantors Guarantors Eliminations (86.8) $ $ 12.5 $ 389.2 $ 337.5 $ - - 101.0 - - - - 101.0 (57.0) 0.1 26.1 (97.6) ...

  • Page 106
    ... before income taxes Parent Company Guarantors Non-Guarantors Eliminations Net earnings Year Ended Sep 2010 Sep 2011 $ 410.6 $ 536.3 369.2 (772.7) 543.4 403.0 484.0 285.6 (769.6) 403.0 $ As Previously Reported Three Months Ended Dec 2010 Mar 2011 Jun 2011 Dec 2011 Mar 2012 Jun 2012 111.4 $ 189.3 86...

  • Page 107
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) Consolidating Statement of Earnings (Condensed) Year Ended (millions) Parent Company Guarantors Non-Guarantors Eliminations Earnings before income taxes Parent Company...As Previously Reported Dec 2011 Mar 2012 34.8 $...

  • Page 108
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) Consolidating Balance Sheet (Condensed) (millions) Parent Company Guarantors Non-Guarantors Eliminations Total current assets Parent Company Guarantors Non-Guarantors Eliminations Total assets Parent Company ...

  • Page 109
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) Consolidating Balance Sheet (Condensed) (millions) Parent Company Guarantors Non-Guarantors Eliminations Total current assets Parent Company Guarantors Non-Guarantors Eliminations Total assets Parent Company ...

  • Page 110
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share and percentage data) Consolidating Statement of Cash Flows (Condensed) (millions) Parent Company Guarantors Non-Guarantors Eliminations Net cash from/(used by operating activities Parent Company Guarantors Non-Guarantors Eliminations ...

  • Page 111
    ...2012, which is the first fiscal quarter of 2013, the Company approved and communicated changes to its U.S. pension plan, which is the most significant of the Company's pension obligations. Effective January 1, 2014, the pension benefit earned to date by active participants under the legacy Energizer...

  • Page 112
    ..., Inc. Energizer Middle East and Africa Limited Energizer (South Africa) Ltd. Eveready Battery Company, Inc. Energizer Battery Manufacturing, Inc. Energizer Personal Care, LLC Energizer Receivables Funding Corporation Energizer Group, Inc. Energizer-Schick Taiwan Ltd. Playtex Products, LLC Playtex...

  • Page 113
    ... GbR Energizer Management Holding Verwaltungs GmbH Wilkinson Sword GmbH AFIS, S.A. Energizer Hellas A.E. Energizer Hong Kong Limited Eveready Hong Kong Company Schick Asia Limited Sonca Products Limited Energizer Hungary Trading Ltd. RE'LEM Public Benefit Company EBC (India) Company Private Limited...

  • Page 114
    ...Overseas Investments Limited Energizer Trading Limited Energizer Holdings UK Co. Limited Energizer Investments UK Limited Energizer Group Limited Energizer Trust Limited Ever Ready Limited Wilkinson Sword Limited Personna International UK Limited Eveready de Venezuela, C.A. Energizer Group Venezuela...

  • Page 115
    ...of Energizer Holdings, Inc. of our report dated November 20, 2012 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the 2012 Annual Report to Shareholders, which is incorporated in this Annual Report on Form St. Louis, Missouri...

  • Page 116
    ... 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. 3 4 5 Date: November 20, 2012 /s/ Ward M. Klein Ward M. Klein Chief Executive Officer...

  • Page 117
    ... Certification of Executive Vice President and Chief Financial Officer I, Daniel J. Sescleifer, certify that: 1 2 I have reviewed this annual report on Form 10-K of Energizer Holdings, Inc.; Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit...

  • Page 118
    ...In connection with the Annual Report of Energizer Holdings, Inc. (the "Company") on Form 10-K for the year ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ward M. Klein, Chief Executive Officer of the Company, certify pursuant to 18...

  • Page 119
    ... with the Annual Report of Energizer Holdings, Inc. (the "Company") on Form 10-K for the year ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel J. Sescleifer, Executive Vice President and Chief Financial Officer of the...

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    ... St. Louis, Missouri Annual Meeting The Company's annual meeting of shareholders is scheduled for January 28, 2013, at 3:00 p.m. at Energizer's World Headquarters, 533 Maryville University Drive, St. Louis, MO 63141. Financial Community Information Inquiries from institutional investors, financial...

  • Page 124
    533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS, MO 63141 314.985.2000 WWW.ENERGIZERHOLDINGS.COM ©2012 Energizer. Energizer, Energizer Bunny design, Eveready, Schick and other marks included in this annual report are trademarks of Energizer, its affiliates and its subsidiaries. Playtex is a licensed ...