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alue Enhancing Shareholder Value Enhancing Shareholder Value Enhanci
Energizer Holdings, Inc. 2013 Annual Report

Table of contents

  • Page 1
    eholder Value Enhancing Shareholder Value Enhan Energizer Holdings, Inc. 2013 Annual Report

  • Page 2
    ...% 20% 56% • • nET SALES Personal Care Household Products • • SEgmEnT PRoFIT Personal Care Household Products • • US & Canada EmEA • • Asia Latin America Financial Highlights YEAR EndEd SEPTEmBER 30, ($ in millions, except per share data) 2013 2012 2011 2010 2009 Diluted EPS...

  • Page 3
    PAGE 1 EnERgIzER HoLdIngS, InC. 2013 AnnUAL REPoRT Enhancing Shareholder Value is the common thread that runs through everything we do as a company...from innovating new products and broadening our existing portfolio, to successful restructuring efforts and improving our working capital. Throughout...

  • Page 4
    ... entered the Personal Care space in 2003 with our acquisition of Schick Wilkinson Sword. And then in 2008, we more than doubled our presence with the acquisition of Playtex, FREE CASH FLow in millions $659 2013 $521 2012 $315 2011 $544 2010 $350 2009 dILUTEd EARnIngS PER SHARE - AdjUSTEd (non...

  • Page 5
    ... with Schick Hydro® disposable. SCHICk HYdRo®And SCHICk HYdRo SILk® dISPoSABLES Launched February 2013, they offer our best disposable shave for your skin. The water-Activated moisturizing Serum hydrates your skin throughout each shave and the five blades with skin guards help protect the skin...

  • Page 6
    ...4 EnERgIzER HoLdIngS, InC. 2013 AnnUAL REPoRT Broadening our Personal Care Product Portfolio We entered the Personal Care space in 2003 with our acquisition of Schick Wilkinson Sword and have more than tripled our presence with additional acquisitions in the skin care, feminine care and infant care...

  • Page 7
    ... 5 EnERgIzER HoLdIngS, InC. 2013 AnnUAL REPoRT which brought us leading brands in the skin care, feminine care and infant care categories. Next, we continued to broaden our Personal Care business with complementary additions to our wet shave portfolio with the acquisitions of the Edge®/Skintimate...

  • Page 8
    ... HoLdIngS, InC. 2013 AnnUAL REPoRT Optimizing our Cost and Operating Structure In november 2012, in response to continued long-term declines in the battery category and an aggressive competitive environment, we implemented a restructuring plan that represents a significant, and necessary, change...

  • Page 9
    PAGE 7 EnERgIzER HoLdIngS, InC. 2013 AnnUAL REPoRT innovation and continued investment in our iconic brands, Energizer and Eveready. We believe the focus on our core Household Products business will generate solid earnings and improved working capital performance for the segment. The Personal Care ...

  • Page 10
    PAGE 8 EnERgIzER HoLdIngS, InC. 2013 AnnUAL REPoRT Maximizing Free Cash Flow We have increased our free cash flow 27% in fiscal 2013 as we exceeded our working capital initiative goals nearly one year ahead of schedule. As a result, our average managed working capital investment has decreased by ...

  • Page 11
    ... For the fiscal year ended September 30, 2013 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: 314-985-2000...

  • Page 12
    ... 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 of business...

  • Page 13
    ...Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services PART IV 15 Exhibits, Financial Statement Schedules 24 23 23 23 23 23 Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosure Executive Officers Of The...

  • Page 14
    ... 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 15
    ... 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 16
    ... including net sales to customers and long-lived assets, refer to Note 18 of the Notes to Consolidated Financial Statements. Personal Care The Personal Care division includes wet shave products sold under the Schick, Wilkinson Sword, Edge, Skintimate and Personna brand names, skin care products sold...

  • Page 17
    ... consumer tastes and demands. We distribute our portfolio of household and specialty batteries and portable lighting products through a global distribution network, which also provides a platform for the distribution of our personal care products. The battery category is highly competitive as brands...

  • Page 18
    ... of these businesses. Outside the U.S., the commercial teams market our full portfolio of product offerings. Energizer distributes its products to consumers through numerous retail locations worldwide, including mass merchandisers and warehouse clubs, food, drug and convenience stores, electronics...

  • Page 19
    ... 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 Personal Care and Household Products businesses are highly...

  • Page 20
    ...implement our business plan and strategy. If Energizer cannot continue to develop new products in a timely manner, and at favorable margins, it may not be able to compete effectively. The battery and portable lighting products, wet shave, skin care, feminine care and infant care industries have been...

  • Page 21
    ... and development and other resources and greater market share in certain segments than Energizer does, 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...

  • Page 22
    ...party service providers, in order to conduct business. These systems include, but are not limited to, programs and processes relating to communicating within Energizer and with other parties, ordering and managing materials from suppliers, converting materials to finished products, shipping products...

  • Page 23
    .... Energizer's business is subject to regulation in the U.S. and abroad. The manufacture, packaging, labeling, storage, distribution, advertising and sale of our products are subject to extensive regulation in the U.S., including by the Food and Drug Administration, the Consumer Product Safety...

  • Page 24
    ... 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 or limit, among...

  • Page 25
    ... acquired companies to achieve desired financial benefits. We have completed a number of significant acquisitions since becoming an independent company in 2000, including, most recently, the acquisition of the Stayfree, Carefree and o.b. brands in the U.S., Canada and the Caribbean in October 2013...

  • Page 26
    ... cost savings, synergies, or revenue enhancements will be realized within the expected time frame, or at all. Additional descriptions of risks impacting Energizer appearing under "ENERGIZER HOLDINGS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION...

  • Page 27
    ... CARE North America Milford, CT Verona, VA Obregon, Mexico (1) Mexico City, Mexico (1) Knoxville, TN Dover, DE (6) Sidney, OH (7) Ormond Beach, FL Allendale, NJ (1)(3) Montreal, Quebec, Canada ADMINISTRATIVE AND EXECUTIVE OFFICES St. Louis, MO (1) Shelton, CT (1) Europe, Middle East and Africa...

  • Page 28
    ...and Chief Executive Officer, Energizer Household Products since April 2012. Previously, Mr. Hoskins served as Vice President, Asia-Pacific, Africa and Middle East from 2008 to 2012; Vice President, North America Household Products Division from 2005 to 2008; Vice President, Sales and Trade Marketing...

  • Page 29
    ..., 2013 August 1, 2013-August 31, 2013 September 1, 2013 - September 30, 2013 Total Number of Shares purchased (1) 1,129 $ 2,728 $ 2,651 $ Average price paid per shares 105.59 98.42 94.53 (1) 6,508 shares purchased during the quarter relate to the surrender to the Company of shares of common stock...

  • Page 30
    ... on the open market during the fiscal year under this share repurchase authorization exclusive of the small number of shares related to the net settlement of certain stock awards for tax withholding purposes. Since the end of fiscal 2013 and through the date of this report, the Company has not...

  • Page 31
    .... They are not intended to forecast possible future performance of the Common Stock. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Energizer Holdings, Inc., the S&P Midcap 400 Index, and the S&P Household Products Index $200 $180 $160 $140 $120 $100 $80 $60 $40 $20 $0 9/08 9/09 9/10 9/11...

  • Page 32
    ...ENERGIZER HOLDINGS, INC. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Market Risk Sensitive Instruments and Positions" included as part of Exhibit 13 attached hereto and incorporated by reference herein. Item 8. Financial Statements and Supplementary Data...

  • Page 33
    ... that are applicable to all employees, including its Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Controller. The Company has also adopted a code of business conduct applicable to the Board of Directors. The codes have been posted on the Company's website at www...

  • 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
    ... 10 of Energizer's Annual Report on Form 10-K for the year ended September 30, 2008).* 10.21 First Amendment to the 2009 Restatement of Energizer Holdings, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 4.3 to Energizer's Registration Statement on Form S-8 filed November 21...

  • Page 36
    ... to the Company's director compensation program, and the resolution authorizing personal use of corporate aircraft by the chief executive officer, is hereby incorporated by reference to Energizer's Current Report on Form 8-K filed November 4, 2009.* 10.37 Form of Restricted Stock Equivalent Award...

  • Page 37
    ... May 4, 2009, as amended June 25, 2012, among Energizer Receivables Funding Corporation, Energizer Battery, Inc., Energizer Personal Care, LLC, The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch and the Several Agents, Conduits and Committed Purchasers Party Thereto from time to time, conformed...

  • Page 38
    ... 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, 2011, 2012 and 2013, (ii...

  • Page 39
    ... R. Roberts John R. Roberts Date: November 21, 2013 Title Chief Executive Officer and Director Executive Vice President and Chief Financial Officer Vice President and Controller Chairman of the Board of Directors Director Director Director Director Director Director Director Director Director 29

  • Page 40
    ... 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 41
    ... Schick, Wilkinson Sword, Edge, Skintimate and Personna brands as well as value-priced private label razors, skin care products sold under the Banana Boat, Hawaiian Tropic, Wet Ones and Playtex brands, feminine care products sold under the Playtex brand, and the recently acquired Stayfree, Carefree...

  • Page 42
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share data) under the Stayfree, Carefree and o.b. brands. The acquisition of the Stayfree pad, Carefree liner and o.b. tampon brands, in October 2013, should more than double the Company's reported sales of feminine care products as compared ...

  • Page 43
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share data) • • Net cash flow from operating activities was $750.0, up $118.4 or 19% as compared to fiscal 2012 despite significant cash restructuring costs in fiscal 2013 due primarily to the improvement in managed working capital, and ...

  • Page 44
    ... net sales. Acquisition of Feminine Care Brands In October 2013, which is the first fiscal quarter of 2014, the Company acquired the Stayfree pad, Carefree liner and o.b. tampon feminine care brands in the U.S., Canada and the Caribbean from Johnson & Johnson for an aggregate cash purchase price of...

  • Page 45
    ..., 2013, associated with obsolescence charges related to the exit of certain non-core product lines as part of our restructuring, which are included in cost of products sold on the Consolidated Statements of Earnings and Comprehensive Income. Operating Results Net Sales Net Sales - Total Company For...

  • Page 46
    ... 2012 due, in part, to continued category softness and a loss in market share, primarily in the U.S., due to lost shelf space and display activities. For further discussion regarding net sales in Personal Care and Household Products, including a summary of reported versus organic changes, please...

  • Page 47
    ...for the Company are managed via two segments - Personal Care (wet shave, skin care, feminine care and infant care) and Household Products (battery and portable lighting products). Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses, share-based...

  • Page 48
    ... by additional restructuring costs of $6.0. These costs, net of the gain on the sale of the former manufacturing facility in fiscal 2012, are included as a separate line item on the Consolidated Statements of Earnings and Comprehensive Income. The Personal Care and Household Products tables provided...

  • Page 49
    ... systems, and the launches 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...

  • Page 50
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share data) HOUSEHOLD PRODUCTS Net Sales - Household Products For the years ended September 30, Net sales - prior year Organic Impact of currency Net sales - current year 2013 $ 2,087.7 (54.6) (16.0) $ 2,017.1 % Chg (2.6)% (0.8)% (3.4)% 2012 ...

  • Page 51
    ... due to continued household battery volume softness and the market share loss incurred in fiscal 2012 was more than offset by pricing gains, cost savings related to our 2011 Household Products manufacturing footprint restructuring and global cost containment efforts. GENERAL CORPORATE AND OTHER...

  • Page 52
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share data) • • higher pension costs of approximately $7 due primarily to the unfavorable impact of lower market discount rates on the actuarial value of pension liabilities, higher annual bonus and stock award compensation of ...

  • Page 53
    ... such times as the Company deems appropriate based upon prevailing market conditions, business needs and other factors. Subsequent to the fiscal year end, on November 4, 2013, the Company's Board of Directors declared a dividend for the first quarter of fiscal 2014 of $0.50 per share of Common Stock...

  • Page 54
    ... positions represents the potential loss arising from adverse changes in currency rates, commodity prices, 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...

  • Page 55
    ... imports to Venezuela or the ultimate price it will be able to convert local currency to U.S. dollars to pay for future imports. See Note 4 of the Notes to Consolidated Financial Statements. In addition, the Company has affiliates located in certain developing markets such as Argentina, which may...

  • Page 56
    ... on sun care sales and consumption. Other factors may also have an impact on the timing and amounts of sales, operating income, working capital and cash flows. Such as: the timing of new product launches by competitors or by the Company, the timing of advertising, promotional, merchandising or...

  • Page 57
    ...and cost of sales, and reserve amounts on our consolidated balance sheet for anticipated returns based upon an estimated return level, in accordance with GAAP. Customers are required to pay for the sun care product purchased during the season under the required terms. We generally receive returns of...

  • Page 58
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share data) potential for returned product. The level of returns may fluctuate from our estimates due to several factors including weather conditions, customer inventory levels, and competitive activity. Based on our fiscal 2013 sun care ...

  • Page 59
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share data) managerial staff and executive management, if the Company achieves specified performance targets. The estimated fair value of each grant issued is estimated on the date of grant based on the current market price of the stock, as ...

  • Page 60
    ...recent business operating plans and macroeconomic environmental conditions and, therefore, are likely more susceptible to an adverse change that could require an impairment charge. During fiscal 2013, we tested goodwill for impairment for both the Household Products and Personal Care reporting units...

  • Page 61
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share data) On February 5, 2013, the FASB issued a new ASU on reporting of amounts reclassified out of accumulated other comprehensive income. The standard requires that public companies present information about reclassification adjustments...

  • Page 62
    ... common share (b) Balance Sheet Data 2013 Working capital (c) Property, plant and equipment, net Total assets Long-term debt (a) (b) (c) Year over year comparatives may be impacted by the timing of acquisitions. The Company began paying dividends in the fourth fiscal quarter of 2012. Working capital...

  • Page 63
    ... activities, which are included in SG&A on the Consolidated Statement of Earnings and Comprehensive Income. Additionally, this includes net of tax costs of $3.8, for the twelve months ended September 30, 2013, associated with obsolescence charges related to the exit of certain non-core product lines...

  • Page 64
    ... of Energizer Holdings, Inc. (the Company) are the responsibility of its management. These statements have been prepared in conformance with generally accepted accounting principles in the United States of America, and in the opinion of management, fairly present the Company's financial position...

  • Page 65
    ... assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to...

  • Page 66
    ENERGIZER HOLDINGS, INC. CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (Dollars in millions, except per share data) Statement of Earnings Net sales Cost of products sold Gross profit Selling, general and administrative expense Advertising and sales promotion expense Research and ...

  • Page 67
    ...capital Retained earnings Common stock in treasury, at cost, 2,927,695 and 46,486,595 shares at 2013 and 2012, respectively Accumulated other comprehensive loss Total shareholders' equity Total liabilities and shareholders' equity The above financial statements should be read in conjunction with the...

  • Page 68
    ...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 69
    ENERGIZER HOLDINGS, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Dollars in millions, shares in thousands) DOLLARS 2013 Common stock: Balance at beginning of year Treasury share retirement Ending balance Additional paid-in capital: Balance at beginning of year Activity under stock plans ...

  • Page 70
    ... Financial Statements. Financial Instruments 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...

  • Page 71
    ... of the American Safety Razor (ASR) acquisition in fiscal 2011, the Company recorded an increase in the estimated fair value of inventory acquired of $7.0, to bring the carrying value of the inventory purchased to an amount which approximated the estimated selling price of the finished goods on hand...

  • Page 72
    ...and cost of sales, and reserve amounts on our consolidated balance sheet for anticipated returns based upon an estimated return level, in accordance with GAAP. Customers are required to pay for the sun care product purchased during the season under the required terms. We generally receive returns of...

  • Page 73
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) The Company offers a variety of programs, such as consumer coupons and similar consumer rebate programs, primarily to its retail customers, designed to promote sales of its products. Such ...

  • Page 74
    ...September 30, 2013, would be allocated to our Personal Care segment. The remaining charges of approximately $1 for the twelve months ended September 30, 2013, would be allocated to Corporate. As certain headcount provides services to both segments, charges for severance and related benefits for such...

  • Page 75
    ...These costs, net of the gain on the sale of the former manufacturing facility in fiscal 2012, are included as a separate line item on the Consolidated Statements of Earnings and Comprehensive Income. (4) Venezuela Effective January 1, 2010 and continuing through fiscal 2013, the financial statements...

  • Page 76
    ..., but reviewed annually for impairment of value or when indicators of a potential impairment are present. As part of our business planning cycle, we performed our annual impairment testing for our Household Products and Personal Care reporting units in the fourth quarter of fiscal 2013, 2012 and...

  • Page 77
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) (6) Income Taxes The provisions for income taxes consisted of the following for the years ended September 30: 2013 Currently payable: United States - Federal State Foreign Total current ...

  • Page 78
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) 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 amounts: 2013 ...

  • Page 79
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) Unrecognized tax benefits activity for the years ended September 30, 2013 and 2012 are summarized below: 2013 2012 41.0 $ 41.2 3.4 3.3 (0.3) (0.8) (6.8) (2.7) 37.3 $ 41.0 Unrecognized tax ...

  • Page 80
    ... 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 81
    ... stock equivalents granted, or approximately 85,300, net of forfeitures, vested on the third anniversary of the date of grant; 2) approximately 58,800 shares vested on November 5, 2013 based on the Company's compound annual growth rate for earnings per share as defined in the incentive plan...

  • Page 82
    ...to a group of key employees which included approximately 179,800 shares that vest ratably over four years or upon death or change of control. At the same time, the Company granted two RSE awards to a group of key executives. One grant includes approximately 39,800 shares and vests, in most cases, on...

  • Page 83
    ...years of service and on earnings. In the first quarter of fiscal 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 at that date by active participants...

  • Page 84
    ... FINANCIAL STATEMENTS (Dollars in millions, except per share) The following tables present the benefit obligation, plan assets and funded status of the plans: September 30, Pension 2013 Change in Projected Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Plan...

  • Page 85
    ...CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) Changes recognized in other comprehensive income for the year ended September 30, 2013 are as follows: Pension Changes in plan assets and benefit obligations recognized in other comprehensive loss Prior service cost from plan...

  • Page 86
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) The following table presents pension and postretirement expense: FOR THE YEARS ENDED SEPTEMBER 30, Pension 2013 Service cost Interest cost Expected return on plan assets Amortization of ...

  • Page 87
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) The following table sets forth the estimated fair value of the Company's pension assets as of September 30, 2013 and 2012 segregated by level within the estimated fair value hierarchy. Refer ...

  • Page 88
    ... and negative covenants, including limitations on liens, sales of assets, subsidiary indebtedness, mergers and similar transactions, changes in the nature of the business of the Company and transactions with affiliates. If the Company fails to comply with the financial covenants referred to above or...

  • Page 89
    ... 2012, the Board of Directors approved the repurchase of up to ten million shares. This authorization replaced a prior stock repurchase authorization, which was approved in July 2006. The Company did not repurchase any shares of the Company's common stock, other than a small number of shares related...

  • Page 90
    ...(14) Financial Instruments and Risk Management The market risk inherent in the Company's financial instruments and positions represents the potential loss arising from adverse changes in currency rates, commodity prices, interest rates and the Company's stock price. Company policy allows derivatives...

  • Page 91
    ... Relationships The Company holds a share option with a major financial institution to mitigate the impact of changes in certain of the Company's unfunded deferred compensation liabilities, which are tied to the Company's common stock price. Period activity related to the share option is classified...

  • Page 92
    ... 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, 2013 and 2012 that are measured on a recurring basis during...

  • Page 93
    ..., like those of other companies engaged in the Household Products and Personal Care businesses, are subject to various federal, state, foreign and local laws and regulations intended to protect the public health and the environment. These regulations relate primarily to worker safety, air and water...

  • Page 94
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share data) (17) Supplemental Financial Statement Information The components of certain balance sheet accounts at September 30 for the years indicated are as follows: 2013 Inventories Raw materials and supplies Work in process Finished ...

  • Page 95
    ...for the Company are managed via two segments - Personal Care (wet shave, skin care, feminine care and infant care) and Household Products (battery and portable lighting products). Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses, share-based...

  • Page 96
    ... to Consolidated Financial Statements. For the fiscal year ended September 30, 2012, our prior Household Products restructuring activities generated pre-tax income of $6.8, which was driven by the gain on the sale of our former battery manufacturing facility in Switzerland. This plant was closed in...

  • Page 97
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) 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 sales $ $ 2013 2,448.9 ...

  • Page 98
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) months ended September 30, 2013, associated with obsolescence charges related to the exit of certain non-core product lines as a result of our restructuring, which are included in Cost of ...

  • Page 99
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) (19) 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 of the Company are ...

  • Page 100
    ... financial statements presenting the results of operations, financial position and cash flows of the Parent Company (Energizer Holdings,...sales Cost of products sold Gross profit Selling, general and administrative expense Advertising and sales promotion expense Research and development expense 2013...

  • Page 101
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share data) Net sales Cost of products sold Gross profit Selling, general and administrative expense Advertising and sales promotion expense Research and development expense 2013 restructuring Prior restructuring Interest expense/(income) ...

  • Page 102
    ... Cost of products sold Gross profit Selling, general and administrative expense Advertising and sales promotion expense Research and development expense Prior restructuring Interest expense/(income) Intercompany interest (income)/expense Other financing items, net Intercompany service fees Equity...

  • Page 103
    ...purchase of the receivables. Cost and expenses paid by ERF related to the receivable securitization facility are re-billed to the Guarantors by way of intercompany services fees. (b) Intercompany activity includes notes that bear interest due from the Guarantors to the Parent Company. Interest rates...

  • Page 104
    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share data) Consolidating Balance Sheets (Condensed) September 30, 2012 NonGuarantors Guarantors Eliminations Parent Company Assets Current Assets Cash and cash equivalents Trade receivables, net (a) (c) Inventories Other current assets (c) ...

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    ... issuance of common stock Excess tax benefits from share-based payments Cash dividends paid Intercompany receivable/payable, net Proceeds for equity contribution Payments for intercompany equity distributions Net cash (used by)/from financing activities Effect of exchange rate changes on cash Net...

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    ... of common stock Excess tax benefits from share-based payments Dividends paid Intercompany receivable/payable, net Proceeds for equity contribution Capital contribution Payments for intercompany equity distributions Net cash (used by)/from financing activities Effect of exchange rate changes on cash...

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    ... issuance of common stock Excess tax benefits from share-based payments Intercompany receivable/payable, net Proceeds for equity contribution Capital contribution Payments for intercompany equity distributions Net cash from/(used by) financing activities Effect of exchange rate changes on cash Net...

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    ENERGIZER HOLDINGS, INC. (Dollars in millions, except per share data) (21) Subsequent Events Acquisition of Feminine Care Brands In October 2013, which is the first fiscal quarter of 2014, the Company acquired the Stayfree pad, Carefree liner and o.b. tampon feminine care brands in the U.S., Canada ...

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    ... 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 Manufacturing, Inc. Playtex Investment Corp. Playtex Marketing...

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    ... 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...

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    ... 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 C.A. Distribuidora Schick...

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    ...of Energizer Holdings, Inc. of our report dated November 21, 2013 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the 2013 Annual Report to Shareholders, which is incorporated in this Annual Report on Form St. Louis, Missouri...

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    ... 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 21, 2013 /s/ Ward M. Klein Ward M. Klein Chief Executive Officer...

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    ..., 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 21, 2013 /s/ Daniel J. Sescleifer Daniel J. Sescleifer Executive Vice President and Chief Financial Officer 104

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    ...In connection with the Annual Report of Energizer Holdings, Inc. (the "Company") on Form 10-K for the year ended September 30, 2013 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...

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    ... with the Annual Report of Energizer Holdings, Inc. (the "Company") on Form 10-K for the year ended September 30, 2013 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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    ... Chief Financial officer and Controller. The Company has also adopted a code of business conduct applicable to the Board of directors. Both codes are on the Company's website at www.energizerholdings.com. TRAnSFER AgEnT, REgISTRAR And dIVIdEnd PAYIng AgEnT Continental Stock Transfer & Trust Company...

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    ... Holdings, Inc. 533 Maryville University Drive St. Louis, MO 63141 314.985.2000 www.energizerholdings.com ©2013 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...