Energizer 2013 Annual Report Download - page 89

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
certain non-cash charges such as stock award amortization and asset write-offs including, but not limited to, the impairment and
accelerated depreciation associated with the 2013 restructuring, to be “added-back” in determining EBITDA for purposes of the
indebtedness ratio. Severance and other cash charges incurred as a result of restructuring and realignment activities as well as
expenses incurred in acquisition integration activities are included as reductions in EBITDA for calculation of the indebtedness
ratio. In the event of an acquisition, EBITDA is calculated on a pro forma basis to include the trailing twelve-month EBITDA
of the acquired company or brands. Total debt is calculated in accordance with GAAP, but excludes outstanding borrowings
under the receivable securitization program. EBIT is calculated in a fashion identical to EBITDA except that depreciation and
amortization are not “added-back”. Total interest expense is calculated in accordance with GAAP.
The counterparties to long-term committed borrowings consist of a number of major financial institutions. The Company
consistently monitors positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.
Advances under the Company's existing receivables securitization program, as amended, may not exceed $200, are not
considered debt for purposes of the Company’s debt compliance covenants, but are included in total debt on the balance sheet.
At September 30, 2013 and 2012, $78.0 and $140.0, respectively, was outstanding under this facility.
In fiscal 2012, the Company issued $500.0 aggregate principal amount of 4.70% senior notes due in May 2022 with interest
payable semi-annually in May and November (the "2012 Notes"). The net proceeds of $495 were used to repay existing
indebtedness including approximately $335 of our term loan, which matured in December 2012, $100 of private placement
notes, which matured in June 2012, and a portion of our outstanding balance under our receivables securitization program. The
2012 Notes contain the same provisions as the senior notes issued in 2011 and described below.
In fiscal 2011, the Company issued $600.0 aggregate principal amount of senior, unsecured notes with interest paid semi-
annually in May and November at an annual fixed interest rate of 4.70% (the "2011 Notes"). The 2011 Notes mature in May
2021, and are guaranteed by all of our existing and future subsidiaries that are guarantors under any of our credit agreements or
other indebtedness, and such subsidiaries will remain guarantors of the 2011 Notes for as long as they remain a guarantor on
other indebtedness. The 2011 Notes are redeemable at our option from time to time in accordance with the optional redemption
provisions of the notes, including potential make-whole premiums. In addition, upon the occurrence of a change in control, the
holders of the 2011 Notes have the right to require the Company to repurchase all or a portion of the notes 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, 2013 are as follows for the fiscal years’
noted: $140.0 in 2014, $230.0 in 2015, $210.0 in 2016, $150.0 in 2017, $310.0 in 2018 and $1,100.0 thereafter. At this time,
the Company intends to repay only scheduled debt maturities over the course of the next fiscal year with the intent to preserve
committed liquidity.
(12) Preferred Stock
The Company’s Articles of Incorporation authorize the Company to issue up to 10 million shares of $0.01 par value of
preferred stock. During the three years ended September 30, 2013, there were no shares of preferred stock outstanding.
(13) Shareholders’ Equity
At September 30, 2013, there were 300 million shares of ENR stock authorized, of which approximately 0.3 million shares
were reserved for issuance under the 2000 Incentive Stock Plan and 1.8 million shares were reserved for issuance under the
2009 Incentive Stock Plan.
Beginning in September 2000, the Company’s Board of Directors has approved a series of resolutions authorizing the
repurchase of shares of Energizer common stock, with no commitments by the Company to repurchase such shares. In April
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 to the net settlement of certain stock awards for tax withholding
purposes, during the twelve months ended September 30, 2013. The Company has approximately six million shares remaining
under the above noted Board authorization to repurchase its common stock in the future. Future share repurchases, if any,
would be made on the open market, privately negotiated transactions or otherwise, in such amounts and at such times as the
Company deems appropriate based upon prevailing market conditions, business needs and other factors.
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