Energizer 2015 Annual Report Download - page 29

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25
forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and
uncertainties include those described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in this Report, as updated from time to time in the Company’s public filings.
Non-GAAP Financial Measures
While the Company reports financial results in accordance with accounting principles generally accepted in the
U.S. (“GAAP”), this discussion includes non-GAAP measures. These non-GAAP measures, such as adjusted net earnings,
adjusted net earnings per diluted share, operating results, organic net sales, gross margin, SG&A as a percent of net sales
(exclusive of spin costs, restructuring related charges and integration expenses), advertising and promotional expense as a
percent of net sales and other comparison changes, the costs associated with restructuring and other initiatives, costs
associated with the spin-off transaction, cost of early debt retirement, certain charges related to the Venezuela
deconsolidation, changes to our international go to market strategy, costs associated with acquisition integration,
adjustments to prior year tax accruals and certain other items as outlined in this announcement, are not in accordance with,
nor are they a substitute for GAAP measures. Additionally, we are unable to provide a reconciliation of forward-looking
non-GAAP measures due to uncertainty regarding future restructuring related charges, spin-off related charges, the impact
of fluctuations in foreign currency movements and the cost of raw materials. The Company believes these non-GAAP
measures provide a meaningful comparison to the corresponding historical or future period and assist investors in
performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP
measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures.
The Separation
On July 1, 2015, Edgewell Personal Care Company completed the previously announced separation of its business
(the spin-off or spin) into two separate independent public companies, Energizer Holdings, Inc. (Energizer or the
Company) and Edgewell Personal Care Company (Edgewell). To effect the separation, Edgewell undertook a series of
transactions to separate net assets and legal entities. As a result of these transactions, Energizer now holds the Household
Products’ product group and Edgewell holds the Personal Care product group. As a result of the Spin-Off, Energizer now
operates as an independent, publicly traded company on the New York Stock Exchange trading under the symbol "ENR."
In conjunction with the spin-off, on July 1, 2015, Edgewell distributed 62,193,281 shares of Energizer Holdings,
Inc. common stock to Edgewell shareholders. Under the terms of the spin-off of the Household Products business,
Edgewell common stockholders of record as of the close of business on June 16, 2015, the record date for the distribution,
received one share in Energizer Holdings, Inc., for each share of Edgewell common stock they held. Edgewell completed
the distribution of Energizer common stock to its shareholders on July 1, 2015, the distribution date. Edgewell structured
the distribution to be tax-free to its U.S. shareholders for U.S. federal income tax purposes.
Energizer's first three fiscal quarters of 2015 as well as all of 2014 and 2013 are based on carve out financial
data. Net sales, Gross profit, Advertising & promotion (A&P) and Research & development (R&D) spending are directly
attributable to our business. However, certain Selling, general, and administrative expense (SG&A), Interest expense and
Spin-off and Restructuring related charges are allocated from Edgewell and not necessarily representative of Energizer's
stand-alone results or expected future results of Energizer as an independent company. Energizer's fourth fiscal quarter
2015 was our first quarter with stand-alone financial data.
Overview
General
Energizer, through its worldwide operating subsidiaries, is one of the world’s largest manufacturers and
marketers of primary batteries and lighting products. Energizer manufactures, markets and/or licenses one of the most
extensive product portfolios of household batteries, specialty batteries and portable lights. Energizer is the beneficiary of
over 100 years of expertise in the battery and portable lighting products industries. Its brand names, Energizer and
Eveready, have worldwide recognition for innovation, quality and dependability, and are marketed and sold around the
world.