EHP 10-Q 6/30/15


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
_______________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
Or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                         to
Commission File Number: 001-36837
____________________________________________________________________________________________________________
ENERGIZER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Missouri
36-4802442
(State or other jurisdiction of
(I. R. S. Employer
incorporation or organization)
Identification No.)
 
533 Maryville University Drive
 
St. Louis, Missouri
63141
(Address of principal executive offices)
(Zip Code)
 
 
(314) 985-2000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
 
Accelerated filer
o
 
 
 
 
 
Non-accelerated filer
x
 
Smaller reporting company
o
 
 
 
 
 
(Do not check if smaller reporting company)   
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

Indicate the number of shares of Energizer Holdings, Inc. common stock, $.01 par value, outstanding as of the close of business on August 7, 2015: 62,193,281.

1



INDEX
 
Page
PART I — FINANCIAL INFORMATION
 
 
 
Item 1. Financial Statements (Unaudited)
 
 
 
Combined Statements of Earnings and Comprehensive Income (Condensed) for the Quarter and Nine Months Ended June 30, 2015 and 2014
 
 
Combined Balance Sheets (Condensed) as of June 30, 2015 and September 30, 2014
 
 
Combined Statements of Cash Flows (Condensed) for the Nine Months Ended June 30, 2015 and 2014
              
 
Notes to Combined (Condensed) Financial Statements
 
 
Items 2 and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Quantitative and Qualitative Disclosures About Market Risk
 
 
Item 4. Controls and Procedures
 
 
PART II — OTHER INFORMATION
 
 
 
Item 1. Legal Proceedings
 
 
Item 1A. Risk Factors
 
 
Item 6. Exhibits
 
 
SIGNATURES
 
 
EXHIBIT INDEX

In this report, “Energizer,” “we,” “us” and “our” refers to Energizer Holdings, Inc., formerly known as Energizer SpinCo, Inc.

“ParentCo” and “Edgewell” refers to Edgewell Personal Care Company, formerly known as Energizer Holdings, Inc., and its subsidiaries.




2



ENERGIZER HOLDINGS, INC.
COMBINED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(Condensed)
(In millions, except per share data - Unaudited)  
 
Quarter Ended June 30,
 
Nine Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Net sales
$
374.3

 
$
411.7

 
$
1,232.5

 
$
1,353.7

Cost of products sold
203.5

 
219.4

 
659.4

 
738.0

Gross profit
170.8

 
192.3

 
573.1

 
615.7

 
 
 
 
 
 
 
 
Selling, general and administrative expense
108.2

 
93.3

 
322.5

 
280.4

Advertising and sales promotion expense
35.1

 
27.7

 
99.0

 
90.1

Research and development expense
6.5

 
6.0

 
19.1

 
18.0

Venezuela deconsolidation charge

 

 
65.2

 

Spin restructuring
11.7

 

 
36.0

 

2013 restructuring
18.1

 
1.9

 
8.8

 
38.8

Interest expense
37.5

 
9.4

 
65.2

 
39.4

Other financing items, net
(5.8
)
 
4.8

 
(11.9
)
 
1.3

Loss/(earnings) before income taxes
(40.5
)
 
49.2

 
(30.8
)
 
147.7

Income tax (benefit)/provision
(20.9
)
 
12.9

 
(3.7
)
 
36.9

Net (loss)/earnings
$
(19.6
)
 
$
36.3

 
$
(27.1
)
 
$
110.8

 
 
 
 
 
 
 
 
Basic net (loss)/earnings per share (1)
$
(0.32
)
 
$
0.58

 
$
(0.44
)
 
$
1.78

Diluted net (loss)/earnings per share (1)
$
(0.32
)
 
$
0.58

 
$
(0.44
)
 
$
1.78

 
 
 
 
 
 
 
 
Statement of Comprehensive Income:
 
 
 
 
 
 
 
Net (loss)/earnings
$
(19.6
)
 
$
36.3

 
$
(27.1
)
 
$
110.8

Other comprehensive (loss)/income, net of tax
 
 
 
 
 
 
 
Foreign currency translation adjustments
1.6

 
1.3

 
(45.5
)
 
(2.1
)
Pension/postretirement activity, net of tax of $(0.1) and $(0.2) for the quarter and nine months ended June 30, 2015, respectively, and $0.0 and $(0.1) for the quarter and nine months ended June 30, 2014, respectively.
(0.2
)
 
(0.2
)
 
(0.7
)
 

Deferred (loss)/gain on hedging activity, net of tax of $(2.2) and $(0.4) for the quarter and nine months ended June 30, 2015, respectively, and $(0.5) and $(0.6) for the quarter and nine months ended June 30, 2014, respectively.
(7.2
)
 
(1.2
)
 
(1.5
)
 
(0.2
)
Total comprehensive (loss)/income
$
(25.4
)
 
$
36.2

 
$
(74.8
)
 
$
108.5


(1) On July 1, 2015 , ParentCo distributed 62.2 million shares of Energizer Holdings, Inc. common stock to ParentCo shareholders in connection with its spin-off of Energizer Holdings, Inc. See note 1 in the Combined Condensed Financial Statements for more information. Basic and diluted earnings per common share and the average number of common shares outstanding were retrospectively restated for the number of Energizer Holdings, Inc. shares outstanding immediately following this transaction.

The above financial statements should be read in conjunction with the Notes To Combined (Condensed)Financial Statements (Unaudited).



3



ENERGIZER HOLDINGS, INC.
COMBINED BALANCE SHEETS
(Condensed)
(In millions - Unaudited)
 
Assets
June 30,
2015
 
September 30,
2014
Current assets
 
 
 
Cash
$
82.5

 
$
89.6

Trade receivables, less allowance for doubtful accounts of
$6.4 and $7.6, respectively
175.4

 
218.5

Inventories
276.3

 
292.4

Other current assets
127.1

 
146.6

Total current assets
661.3

 
747.1

Property, plant and equipment, net
217.8

 
212.5

Goodwill
38.7

 
37.1

Other intangible assets, net
77.7

 
80.1

Long term deferred tax asset
74.3

 
76.2

Other assets
47.3

 
41.7

Total assets
$
1,117.1

 
$
1,194.7

 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
Current liabilities
 
 
 
Current maturities of long-term debt
$
4.0

 
$

Accounts payable
143.6

 
190.9

Other current liabilities
197.3

 
189.5

Total current liabilities
344.9

 
380.4

Long-term debt
995.0

 

Other liabilities
74.1

 
89.8

Total liabilities
1,414.0

 
470.2

Shareholders' equity
 
 
 
Parent company (deficit)/investment
(217.5
)
 
756.2

Accumulated other comprehensive loss
(79.4
)
 
(31.7
)
Total shareholders' (deficit)/equity
(296.9
)
 
724.5

Total liabilities and shareholders' equity
$
1,117.1

 
$
1,194.7


The above financial statements should be read in conjunction with the Notes To Combined (Condensed) Financial Statements (Unaudited).



4



ENERGIZER HOLDINGS, INC.
Combined STATEMENTS OF CASH FLOWS
(Condensed)
(In millions - Unaudited)
 
 
Nine Months Ended June 30,
 
2015
 
2014
Cash Flow from Operating Activities
 
 
 
Net (loss)/earnings
$
(27.1
)
 
$
110.8

Non-cash restructuring costs
12.8

 
8.3

Depreciation and amortization
33.2

 
27.7

Venezuela deconsolidation charge
65.2

 

Deferred income taxes
0.4

 
3.6

Share-based compensation
7.2

 
9.7

Non-cash items included in income, net
(5.4
)
 
13.3

Other, net
(12.8
)
 
22.2

Changes in current assets and liabilities used in operations
29.4

 
24.1

Net cash from operating activities
102.9

 
219.7

 
 
 
 
Cash Flow from Investing Activities
 
 
 
Capital expenditures
(31.1
)
 
(21.3
)
Proceeds from sale of assets
13.7

 
2.1

Acquisitions, net of cash acquired
(12.1
)
 

Net cash used by investing activities
(29.5
)
 
(19.2
)
 
 
 
 
Cash Flow from Financing Activities
 
 
 
Net transfers to parent and affiliates
(1,066.6
)
 
(192.4
)
Cash proceeds from issuance of debt with original maturities greater than 90 days
999.0

 

Debt issuance costs
(12.1
)
 

Net cash used by financing activities
(79.7
)
 
(192.4
)
 
 
 
 
Effect of exchange rate changes on cash
(0.8
)
 
(0.2
)
 
 
 
 
Net (decrease)/Increase in cash
(7.1
)
 
7.9

Cash, beginning of period
89.6

 
78.0

Cash, end of period
$
82.5

 
$
85.9


The above financial statements should be read in conjunction with the Notes To Combined (Condensed) Financial Statements (Unaudited).



5




ENERIZER HOLDINGS, INC.
NOTES TO COMBINED (CONDENSED) FINANCIAL STATEMENTS
June 30, 2015
(In millions, except per share data - Unaudited)


(1) Description of Business and Basis of Presentation
Spin-Off Transaction

On July 1, 2015, Edgewell Personal Care Company (ParentCo or Edgewell) completed the previously announced separation of its business (the Spin-Off or Spin) into two separate independent public companies, Energizer Holdings, Inc. (Energizer) and Edgewell Personal Care Company (Edgewell). To effect the separation, ParentCo 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, ParentCo distributed 62,193,281 shares of Energizer Holdings, Inc. common stock to ParentCo 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. ParentCo structured the distribution to be tax-free to its U.S. shareholders for U.S. federal income tax purposes.

Basis of Presentation

The accompanying unaudited Combined Condensed Financial Statements include the accounts of Energizer. Energizer has no material equity method investments or variable interests or non-controlling interests. Energizer account allocations are based on the allocations of shared functions to Energizer.

ParentCo’s operating model includes a combination of standalone and consolidated business functions between ParentCo and Energizer, varying by country and region of the world. Shared functions among the ParentCo and Energizer segments of ParentCo include product warehousing and distribution, various transaction processing functions and, in some countries, a consolidated sales force and management. ParentCo has historically applied a fully allocated cost basis, in which shared business functions are allocated between the segments. Such allocations by ParentCo are estimates and do not fully represent the costs of such services if performed on a standalone basis.

The accompanying unaudited Combined Condensed Financial Statements have been prepared in accordance with Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The year-end Combined Condensed Balance Sheet was derived from the audited combined financial statements included in Energizer's Report on Form 10, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Energizer evaluated subsequent events and have reflected accounting and disclosure requirements related to material subsequent events in the financial statements and related notes. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. You should read the accompanying statements in conjunction with the Energizer Combined Condensed Financial Statements and related notes thereto, as of September 30, 2014 included in our registration statement on Form 10 as amended, filed on May 27, 2015. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of our financial position and operating results.

These unaudited Combined Condensed Financial Statements were prepared on a standalone basis derived from the unaudited consolidated financial statements and accounting records of ParentCo. These statements reflect the historical results of operations, financial position and cash flows of Energizer in accordance with accounting principles generally accepted in the United States of America (“GAAP”).


6



These unaudited Combined Condensed Financial Statements are presented as if Energizer had been carved out of ParentCo for all periods presented. All intercompany transactions within Energizer have been eliminated. The assets and liabilities in the unaudited carve-out financial statements have been presented on a historical cost basis, as immediately prior to the distribution all of the assets and liabilities presented were wholly owned by ParentCo and are being transferred to Energizer at carry-over basis.

These unaudited Combined Condensed Financial Statements include expense allocations for: (1) certain product warehousing and distribution; (2) various transaction process functions; (3) a combined sales force and management for certain countries; (4) certain support functions that are provided on a centralized basis within ParentCo and not recorded at the business division level, including, but not limited to, finance, audit, legal, information technology, human resources, communications, facilities, and compliance; (5) employee benefits and compensation; (6) share-based compensation; (7) financing costs; (8) the effects of restructurings and the Venezuela deconsolidation; and (9) cost of early debt retirement. These expenses have been allocated to Energizer on the basis of direct usage where identifiable, with the remainder allocated on a basis of global net sales, cost of sales, operating income, headcount or other measures of Energizer and ParentCo. Certain debt obligations of ParentCo have not been included in the unaudited Combined Condensed Financial Statements of Energizer because Energizer is not a party to the obligation between ParentCo and the debt holders. See Note 11 of the Notes to these unaudited Combined Condensed Financial Statements for further discussion of debt. Financing costs related to such debt obligations have been allocated to Energizer based on the extent to which Energizer participated in ParentCo’s corporate financing activities. For an additional discussion of expense allocations see Note 7 of the Notes to the unaudited Combined Condensed Financial Statements.

Management believes the assumptions underlying the unaudited carve-out financial statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by Energizer during the periods presented. Nevertheless, the unaudited Combined Condensed Financial Statements may not include all of the actual expenses that would have been incurred by Energizer and may not reflect our results of operations, financial position and cash flows had we been a standalone company during the three and nine months ended June 30, 2015. It is not practicable to estimate actual costs that would have been incurred had Energizer been a standalone company during the periods presented. Actual costs that would have been incurred if Energizer had been a standalone company would depend on multiple factors, including organizational structure and strategic decisions in various areas, including information technology and infrastructure.

Cash is managed centrally with certain net earnings reinvested locally and working capital requirements met from existing liquid funds. Accordingly, the cash held by ParentCo at the corporate level was not attributed to Energizer for any of the periods presented. Only cash amounts specifically attributable to Energizer are reflected in the unaudited Combined Condensed Balance Sheet. Transfers of cash, both to and from ParentCo’s centralized cash management system, are reflected as a component of ParentCo investment in Energizer’s unaudited Combined Condensed Balance Sheet and as a financing activity on the accompanying unaudited Combined Condensed Statement of Cash Flows.

The income tax (benefit)/provision in these unaudited Combined Condensed Statements of Earnings and Comprehensive Income has been calculated as if Energizer was operating on a standalone basis and filed separate tax returns in the jurisdiction in which it operates. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of Energizer’s actual tax balances prior to or subsequent to the carve-out.

(2) Spin Costs

ParentCo incurred incremental costs to evaluate, plan and execute the spin transaction, and Energizer was allocated a pro rata portion of those costs. ParentCo’s total spin costs through the close of the separation were $358.0 on a pre-tax basis; including $225.6 recorded in SG&A, $4.1 recorded in cost of products sold, $66.9 recorded in spin restructuring charges and $61.4 of costs of early debt retirement as a result of the April notice of prepayment to the holders of certain of ParentCo's outstanding notes.

Energizer's allocation of these spin costs through the close of the separation was approximately $167 on a pre-tax basis; including $104.2 recorded in SG&A, $36.0 of spin restructuring charges and $26.7 of cost of early debt retirement recorded in interest expense.


7



ParentCo has incurred the following pre-tax charges related to the transactions evaluation, planning and execution for the three months ended June 30, 2015 and fiscal year-to-date:

$95.9 for the three months ended June 30, 2015, of which $37.8 of the pre-tax charges were allocated to Energizer and recorded in SG&A on the unaudited Combined Condensed Statements of Earnings and Comprehensive Income.
$185.0 for the nine months ended June 30, 2015, of which $82.9 of the pre-tax charges were allocated to Energizer and recorded in SG&A on the unaudited Combined Condensed Statements of Earnings and Comprehensive Income.
$61.4 for the three and nine months ended June 30, 2015 as a result of the April notice of prepayments to the holders of certain of ParentCo's outstanding notes, of which $26.7 of the pre-tax charges were allocated to Energizer and recorded in interest expense on the unaudited Combined Condensed Statements of Earnings and Comprehensive Income.

In addition, ParentCo has incurred the following pre-tax charges related to spin restructuring activities and our allocated portion is recorded as a separate line item on the unaudited Combined Condensed Statements of Earnings and Comprehensive Income for the three months ended June 30, 2015 and fiscal year-to-date:

$18.6 for the three months ended June 30, 2015, of which $11.7 was allocated to Energizer
$66.9 for the nine months ended June 30, 2015, of which $36.0 was allocated to Energizer

Energizer expects to incur $15 to $25 of additional pre-tax spin costs through the end of fiscal year 2016. A significant portion of these costs are expected to be incurred in the fourth quarter of fiscal year 2015. In addition, tax related spin costs in foreign jurisdictions incurred in the fourth quarter are expected to be approximately $10.

Energizer does not include the Spin restructuring costs in the results of its reportable segments. The estimated impact of allocating such charges to segment results would have been as follows:

 
Quarter Ended June 30, 2015
 
North America
 
Latin America
 
EMEA
 
Asia Pacific
 
Corporate
 
Total
Severance and termination related costs
$
0.1

 
$
2.2

 
$
3.4

 
$
(1.8
)
 
$
4.8

 
$
8.7

Non-cash asset write-down

 
0.6

 
0.2

 
0.3

 

 
1.1

Other exit costs
0.1

 
0.2

 
0.6

 
1.1

 
(0.1
)
 
1.9

Total
$
0.2

 
$
3.0

 
$
4.2

 
$
(0.4
)
 
$
4.7

 
$
11.7

 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended June 30, 2015
 
North America
 
Latin America
 
EMEA
 
Asia Pacific
 
Corporate
 
Total
Severance and termination related costs
$
4.2

 
$
4.9

 
$
4.1

 
$
4.8

 
$
12.0

 
$
30.0

Non-cash asset write-down

 
3.2

 
0.2

 
0.3

 

 
3.7

Other exit costs
0.1

 
0.3

 
0.7

 
1.2

 

 
2.3

Total
$
4.3

 
$
8.4

 
$
5.0

 
$
6.3

 
$
12.0

 
$
36.0



8



The following table represents the spin restructuring accrual activity and ending accrual balance at June 30, 2015 included in other current liabilities on the Combined Condensed Balance Sheet.
 
 
 
 
 
 
 
 
Utilized
 
 
 
 
October 1, 2014
 
Charge to Income
 
Other (a)
 
Cash
 
Non-Cash
 
June 30, 2015
Severance & Termination Related Costs
 
$

 
$
30.0

 
$
(0.5
)
 
$
(13.0
)
 
$

 
$
16.5

Non-cash asset write down
 

 
3.7

 

 

 
(3.7
)
 

Other exit costs
 

 
2.3

 

 

 

 
2.3

Total
 
$

 
$
36.0

 
$
(0.5
)
 
$
(13.0
)
 
$
(3.7
)
 
$
18.8


(a) Includes the impact of currency translation.


(3) Segments

Operations for Energizer are managed via four major geographic reportable segments: North America (the United States and Canada), Latin America, Europe, Middle East and Africa (“EMEA”), and Asia Pacific.

Energizer’s operating model includes a combination of standalone and shared business functions between the geographic segments, varying by country and region of the world. Shared functions include IT and finance shared service costs. Energizer applies a fully allocated cost basis, in which shared business functions are allocated between segments. Such allocations are estimates, and do not represent the costs of such services if performed on a standalone basis.

For the nine months ended June 30, 2015, ParentCo recorded a one-time charge of $144.5 as a result of deconsolidating its Venezuelan subsidiaries, which had no accompanying tax benefit. Energizer was allocated $65.2 of this one-time charge. The Venezuela deconsolidation charge was reported on a separate line in the unaudited Combined Condensed Statements of Earnings and Comprehensive Income. See Note 6 to the unaudited Combined Condensed Financial Statements.

Corporate assets shown in the following table include all cash, financial instruments and deferred tax assets that are managed outside of operating segments.


9



Segment sales and profitability for the quarter and nine months ended June 30, 2015 and 2014, respectively, are presented below.
 
For the Quarter Ended June 30,
 
For the Nine Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Net Sales
 
 
 
 
 
 
 
North America
$
184.9

 
$
192.0

 
$
605.9

 
$
652.6

Latin America
27.8

 
39.7

 
99.9

 
122.2

EMEA
82.3

 
94.3

 
287.4

 
320.0

Asia Pacific
79.3

 
85.7

 
239.3

 
258.9

Total net sales
$
374.3

 
$
411.7

 
$
1,232.5

 
$
1,353.7

 
 
 
 
 
 
 
 
 
For the Quarter Ended June 30,
 
For the Nine Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Segment Profit
 
 
 
 
 
 
 
North America
$
46.4

 
$
54.1

 
$
163.1

 
$
177.4

Latin America
6.8

 
7.4

 
16.8

 
20.5

EMEA
8.8

 
13.9

 
52.8

 
49.5

Asia Pacific
20.7

 
21.8

 
63.8

 
68.7

Total segment profit
82.7

 
97.2

 
296.5

 
316.1

 
 
 
 
 
 
 
 
    General corporate and other expenses
(9.8
)
 
(15.6
)
 
(43.0
)
 
(50.4
)
    Global marketing expense (1)
(5.9
)
 
(5.7
)
 
(16.3
)
 
(12.7
)
    Research and development expense
(6.5
)
 
(6.0
)
 
(19.1
)
 
(18.0
)
    Venezuela deconsolidation charge

 

 
(65.2
)
 

    2013 restructuring (2)
(19.4
)
 
(3.2
)
 
(10.2
)
 
(43.3
)
    Integration (3)
(0.4
)
 

 
(1.3
)
 

    Spin costs (3)
(37.8
)
 
(3.3
)
 
(82.9
)
 
(3.3
)
Spin restructuring
(11.7
)
 

 
(36.0
)
 

Cost of early debt retirement (4)
(26.7
)
 

 
(26.7
)
 

Interest and other financing items
(5.0
)
 
(14.2
)
 
(26.6
)
 
(40.7
)
Total (loss)/earnings before income taxes
$
(40.5
)
 
$
49.2

 
$
(30.8
)
 
$
147.7

(1) Historically, these amounts were included in ParentCo’s Household Products' segment. For purposes of the Energizer carve-out financial statements, Global marketing expense is considered corporate in nature.
(2) Includes pre-tax costs of $0.2 and $0.3 for the quarter and nine months ended June 30, 2015 and $1.3 and $4.1 for the quarter and nine months ended June 30, 2014, associated with certain information technology and related activities, which are included in SG&A on the unaudited Combined Condensed Statements of Earnings and Comprehensive Income. Additionally, pre-tax costs of $1.1 for the quarter and nine months ended June 30, 2015 and $0.4 for the nine months ended June 30, 2014, associated with obsolescence charges related to our restructuring, were included in Cost of products sold on the unaudited Combined Condensed Statements of Earnings and Comprehensive Income.
(3) Included in SG&A in the unaudited Combined Condensed Statements of Earnings and Comprehensive Income.
(4) Included in Interest Expense in the unaudited Combined Condensed Statements of Earnings and Comprehensive Income.


10



Supplemental product information is presented below for revenues from external customers:

 
For the Quarter Ended June 30,
 
For the Nine Months Ended June 30,
Net Sales
2015
 
2014
 
2015
 
2014
Alkaline batteries
$
233.9

 
$
256.5

 
$
786.2

 
$
849.8

Other batteries and lighting products
140.4

 
155.2

 
446.3

 
503.9

Total net sales
$
374.3

 
$
411.7

 
$
1,232.5

 
$
1,353.7


Total assets by segment are presented below:

 
June 30,
2015
 
September 30, 2014
North America
$
354.5

 
$
371.7

Latin America
32.7

 
58.6

EMEA
154.6

 
188.3

Asia Pacific
316.8

 
329.6

Total segment assets
$
858.6

 
$
948.2

Corporate
142.1

 
129.3

Goodwill and other intangible assets, net
116.4

 
117.2

Total assets
$
1,117.1

 
$
1,194.7


(4) Acquisitions

On December 12, 2014, ParentCo, on behalf of Energizer, completed an acquisition of a battery manufacturing facility in China related to the Household Products business for approximately $12.1, primarily related to the purchase of fixed assets. As of June 30, 2015, the purchase price allocation was complete. We have determined the fair values of assets acquired and liabilities assumed for purposes of allocating the purchase price in accordance with accounting guidance for business combinations. Based on the allocation of the purchase price, this transaction resulted in approximately $2.3 of goodwill.

(5) Restructuring

In November 2012, ParentCo’s Board of Directors authorized an enterprise-wide restructuring plan and delegated authority to ParentCo’s management to determine the final actions with respect to this plan (2013 restructuring project). This initiative impacted ParentCo’s Household Products and Personal Care businesses.

In January 2014, ParentCo’s Board of Directors authorized an expansion of scope of the previously announced 2013 restructuring project.

11



    
The pre-tax (income)/expense for credits and charges related to the 2013 restructuring project attributed to
Energizer for the quarter and nine months ended June 30, 2015 and 2014 are noted in the tables below:

 
Quarter Ended June 30, 2015
 
North America
 
Latin America
 
EMEA
 
Asia Pacific
 
Corporate
 
Total
Severance and related benefit costs
$

 
$

 
$

 
$
6.7

 
$

 
$
6.7

Accelerated Depreciation
$

 
$

 
$

 
$
9.1

 
$

 
9.1

Consulting, program management and other exit costs
0.5

 

 
0.1

 
1.7

 

 
2.3

Total
$
0.5

 
$

 
$
0.1

 
$
17.5

 
$

 
$
18.1


 
Nine Months Ended June 30, 2015
 
North America
 
Latin America
 
EMEA
 
Asia Pacific
 
Corporate
 
Total
Severance and related benefit costs
$
(0.2
)
 
$
0.3

 
$
0.3

 
$
6.6

 
$
(0.2
)
 
$
6.8

Accelerated Depreciation

 

 

 
9.1

 

 
9.1

Consulting, program management and other exit costs
1.6

 
0.1

 
0.3

 
1.9

 

 
3.9

Net gain on asset sales

 

 

 
(11.0
)
 

 
(11.0
)
Total
$
1.4

 
$
0.4

 
$
0.6

 
$
6.6

 
$
(0.2
)
 
$
8.8


 
Quarter Ended June 30, 2014
 
North America
 
Latin America
 
EMEA
 
Asia Pacific
 
Corporate
 
Total
Severance and related benefit costs
$
1.6

 
$
(0.1
)
 
$
1.3

 
$
(0.2
)
 
$
0.7

 
$
3.3

Accelerated depreciation
(3.1
)
 

 
2.9

 
1.3

 

 
1.1

Consulting, program management and other exit costs
(2.4
)
 
(0.2
)
 
0.7

 
0.7

 

 
(1.2
)
Net gain on asset sales
(1.3
)
 

 

 

 

 
(1.3
)
Total
$
(5.2
)
 
$
(0.3
)
 
$
4.9

 
$
1.8

 
$
0.7

 
$
1.9


 
Nine Months Ended June 30, 2014
 
North America
 
Latin America
 
EMEA
 
Asia Pacific
 
Corporate
 
Total
Severance and related benefit costs
$
3.4

 
$
1.2

 
$
3.2

 
$
1.3

 
$
1.6

 
$
10.7

Accelerated depreciation
4.1

 

 
2.9

 
1.3

 

 
8.3

Consulting, program management and other exit costs
13.4

 
1.1

 
3.1

 
3.5

 

 
21.1

Net gain on asset sales
(1.3
)
 

 

 

 

 
(1.3
)
Total
$
19.6

 
$
2.3

 
$
9.2

 
$
6.1

 
$
1.6

 
$
38.8


Total pre-tax restructuring charges attributed to Energizer, since the inception of the project and through June 30, 2015, have totaled approximately $200. For the quarter and nine months ended June 30, 2015, Energizer recorded

12



pre-tax loss of $18.1 and $8.8, respectively, related to the 2013 restructuring project. The loss in the third quarter was primarily attributable to the $17.4 of charges recorded as a result of the closure of our Tianjin manufacturing plant which was announced in April 2015. For the nine months, this charge was partially offset by the gain recorded as a result of the sale of the Asia battery packaging facility of $11.0 earlier in the year. The closure of the Tianjin manufacturing plant also resulted in $1.1 of inventory write off recorded in Cost of products sold during the three months. For the quarter and nine months ended June 30, 2014, Energizer recorded a pre-tax restructuring charge of $1.9 and $38.8, respectively. Restructuring charges were reflected on a separate line in the unaudited Combined Condensed Statements of Earnings and Comprehensive Income. In addition, pretax costs of $0.2 and $0.3, respectively, and $1.3 and $4.1, respectively, associated with information technology enablement activities were recorded within SG&A on the unaudited Combined Condensed Statements of Earnings and Comprehensive Income for the quarter and nine months ended June 30, 2015 and 2014, respectively. These information technology costs are considered part of the total project costs incurred for the 2013 restructuring project. Additionally, pre-tax costs of $1.1 for the quarter and nine months ended June 30, 2015 and $0.4 for the nine months ended June 30, 2014, associated with obsolescence charges related to our restructuring, were included in Cost of products sold on the unaudited Combined Condensed Statements of Earnings and Comprehensive Income.

We expect the remaining costs for Energizer to be immaterial.

The following table summarizes the 2013 restructuring activities and related accrual (excluding certain information technology enablement and obsolescence charges related to the restructuring) for the nine months ended June 30, 2015 and 2014.

 
 
 
 
Utilized
 
 
October 1, 2014
Charge to Income
Other (a)
Cash
Non-Cash
June 30, 2015
Severance & Termination Related Costs
$
12.4

$
6.8

$
1.8

$
(8.5
)
$

$
12.5

Accelerated Depreciation

9.1



(9.1
)

Other Related Costs

3.9


(3.9
)


Net (gain)/loss on asset sales

(11.0
)
0.3

13.7

(3.0
)

   Total
$
12.4

$
8.8

$
2.1

$
1.3

$
(12.1
)
$
12.5


 
 
 
 
Utilized
 
 
October 1, 2013
Charge to Income
Other (a)
Cash
Non-Cash
September 30, 2014
Severance & Termination Related Costs
$
13.8

$
11.5

$
(0.3
)
$
(12.6
)
$

$
12.4

Accelerated Depreciation

4.1



(4.1
)

Other Related Costs
5.7

25.5


(29.9
)
(1.3
)

Net loss/(gain) on asset sales

2.4


4.9

(7.3
)

   Total
$
19.5

$
43.5

$
(0.3
)
$
(37.6
)
$
(12.7
)
$
12.4


(a) Includes the impact of currency translation.


13



(6) Venezuela

Effective January 1, 2010, the financial statements for ParentCo’s Venezuelan subsidiary were consolidated under the rules governing the translation of financial information in a highly inflationary economy based on the use of the blended National Consumer Price Index in Venezuela. Under generally accepted accounting principles an economy is considered highly inflationary if the cumulative inflation rate for a three year period meets or exceeds 100%. If a subsidiary is considered to be in a highly inflationary economy, the financial statements of the subsidiary must be re-measured into our reporting currency (U.S. dollar) and future exchange gains and losses from the re-measurement of monetary assets and liabilities are reflected in current earnings, rather than exclusively in the equity section of the balance sheet, until such times as the economy is no longer considered highly inflationary.
 
Prior to March 31, 2015, ParentCo included the results of its Venezuelan operations in its consolidated financial statements using the consolidation method of accounting. ParentCo’s Venezuelan earnings and cash flows are reflected in their consolidated financial statements at the official exchange rate of 6.30 bolivars per U.S. dollar for the six months ended March 31, 2015 and 2014, respectively. At March 31, 2015, the ParentCo had $33.8 of USD intercompany receivables due from its Venezuela subsidiaries, for household and personal care products previously imported, the majority of which have been outstanding since Fiscal 2010. As of March 31, 2015 the ParentCo’s Venezuela subsidiary held bolivar denominated cash deposits of $93.8 (at the 6.30 per U.S. dollar rate).

Venezuelan exchange control regulations have resulted in an other-than-temporary lack of exchangeability between the Venezuelan bolivar and U.S. dollar, and have restricted ParentCo’s Venezuelan operations’ ability to pay dividends and settle intercompany obligations. The severe currency controls imposed by the Venezuelan government have significantly limited Energizer’s ability to realize the benefits from earnings of ParentCo’s Venezuelan operations and access the resulting liquidity provided by those earnings. We expect that this condition will continue for the foreseeable future. This lack of exchangeability has resulted in a lack of control over ParentCo’s Venezuelan subsidiaries for accounting purposes. Therefore, in accordance with Accounting Standards Codification 810 — Consolidation, ParentCo deconsolidated its Venezuelan subsidiaries on March 31, 2015 and began accounting for its investment in its Venezuelan operations using the cost method of accounting. As a result of deconsolidating its Venezuelan subsidiaries, ParentCo recorded a one-time charge of $144.5 in the second quarter of 2015, of which $65.2 was allocated to Energizer based on the Venezuelan operations being distributed as part of Energizer. This charge included:

foreign currency translation losses previously recorded in accumulated other comprehensive income, of which $16.2 was allocated to Energizer
the write-off of ParentCo’s Venezuelan operations’ cash balance, of which $44.6 was allocated to Energizer, (at the 6.30 per U.S. dollar rate)
the write-off of ParentCo’s Venezuelan operations’ other net assets, of which $4.4 was allocated to Energizer

During the quarter ended June 30, 2015, Energizer's financial results do not include the operating results of the Venezuelan operations. Instead, Energizer records revenue for sales of inventory to our Venezuelan operations in our combined financial statements to the extent cash is received. Further, dividends from Energizer’s Venezuelan subsidiaries are recorded as other income upon receipt of the cash.

(7) Related Party Transaction and Parent Co. Investment

Related party transactions

Energizer does not enter into transactions with related parties to purchase and/or sell goods or services in the ordinary course of business. Transactions between Energizer and ParentCo are reflected in equity in the unaudited Combined Condensed Balance Sheet as “ParentCo investment” and in the unaudited Combined Condensed Statement of Cash Flows as a financing activity in “Net transfers (to) from ParentCo and affiliates.” Energizer engages in cash pooling arrangements with related parties that are managed centrally by ParentCo. These arrangements were wound up on February 2, 2015. Accordingly, there were no amounts by Energizer under such arrangements at June 30, 2015 while the amount at September 30, 2014 was $86.2.

Corporate allocations and ParentCo investment


14



ParentCo’s operating model includes a combination of standalone and combined business functions between Energizer and Edgewell, varying by country and region of the world. Shared functions include product warehousing and distribution, various transaction processing functions, and, in some countries, a combined sales force and management. The unaudited Combined Condensed Financial Statements include allocations related to these costs applied on a fully allocated cost basis, in which shared business functions are allocated between Energizer and Edgewell. Such allocations are estimates, and do not represent the costs of such services if performed on a standalone basis.

Energizer’s unaudited Combined Condensed Financial Statements include general corporate expenses of ParentCo which were not historically allocated to Energizer for certain support functions that are provided on a centralized basis within ParentCo and not recorded at the segment level, such as expenses related to finance, audit legal, information technology, human resources, communications, compliance, facilities, employee benefits and compensation, share-based compensation, and financing costs (“General corporate expenses”). For purposes of these unaudited Combined Condensed financial statements, the General corporate expenses have been allocated to Energizer. The General corporate expenses are included in the unaudited Combined Condensed Statements of Operations in Cost of products sold and SG&A expenses and accordingly as a component of ParentCo investment. These expenses have been allocated to Energizer on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of net global sales, cost of sales, operating income, headcount or other measures of Energizer and ParentCo. Certain debt obligations of ParentCo have not been included in the unaudited Combined Condensed Financial Statements of Energizer, because Energizer is not a party to the obligation between ParentCo and the debt holders. Financing costs related to such debt obligations have been allocated to Energizer based on the extent to which Energizer participated in ParentCo’s corporate financing activities. Management believes the assumptions underlying the unaudited Combined Condensed Financial Statements, including the assumptions regarding allocated General corporate expenses from ParentCo are reasonable.

Nevertheless, the unaudited Combined Condensed Financial Statements may not include all of the actual expenses that would have been incurred and may not reflect Energizer’s combined results of operations, financial position and cash flows had it been a standalone company during the periods presented. It is not practicable to estimate actual costs that would have been incurred had Energizer been a standalone company during the periods presented. Actual costs that would have been incurred if Energizer had been a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. General corporate expenses allocated to Energizer during the quarter and nine months ended June 30, 2015 and 2014 were $9.8 and $43.0, respectively, and $15.6 and $50.4, respectively.

All significant intercompany transactions between Energizer and ParentCo have been included in these unaudited Combined Condensed Financial Statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the unaudited Combined Condensed Statements of Cash Flows as a financing activity and in the unaudited Combined Condensed Balance Sheets as ParentCo investment.

Guarantees

Certain of ParentCo’s subsidiaries, which includes a portion of Energizer’s operations in the carve-out group (“ParentCo Subsidiaries”), have entered into guarantee agreements with ParentCo whereby these entities have historically guaranteed debt issued by ParentCo on a joint and several basis. The aggregate unpaid principal balance of the debt issued by ParentCo guaranteed by ParentCo Subsidiaries was $1.1 billion as of June 30, 2015. These guarantee agreements were terminated July 1, 2015, pursuant to the close of the spin-off of Energizer. Therefore, Energizer has not recognized any liability associated with this guarantee in its unaudited Combined Condensed Financial Statements.


15



(8) Share-Based Payments

Total compensation cost charged against income for Energizer’s share-based compensation arrangements was $1.8 and $7.2, respectively, for the quarter and nine months ended June 30, 2015 and $2.8 and $9.7, respectively, for the quarter and nine months ended June 30, 2014, and was recorded in SG&A expense. The total income tax benefit recognized in the unaudited Combined Condensed Statements of Earnings and Comprehensive Income for share-based compensation arrangements was $0.7 and $2.7, respectively for the quarter and nine months ended June 30, 2015 and $1.0 and $3.6, respectively, for the quarter and nine months ended June 30, 2014.

Restricted Stock Equivalents (RSE)—(in whole dollars and total shares)

In November 2014, ParentCo granted RSE awards to a group of key employees which included approximately 146,300 shares that vest ratably over four years or upon death, disability or change in control. ParentCo also granted additional RSE awards to a group of key executives totaling 113,300 shares which vest on the second anniversary of the date of the grant or upon death, disability or change of control and potential pro rata vesting for retirement based on age and service requirements. The closing stock price on the date of the grant used to determine the award fair value was $128.47.

In November 2013, the Nominating and Executive Compensation Committee of the Board of Directors of ParentCo (the Committee) granted three-year performance restricted stock equivalent awards subject to achievement of certain performance criteria measured over the three year period commencing October 1, 2013, the beginning of ParentCo's 2014 fiscal year (the “2013 Awards”). In April 2015, the Committee authorized the conversion of the 2013 Awards, contingent upon completion of the Spin-Off, into time-based restricted stock equivalent awards. The modification of the 2013 awards resulted in RSE awards of 150,218 Energizer shares and will result in incremental expense of $4.7, of which $2.8 will be recorded in the fourth quarter of 2015.

On July 1, 2015, RSE awards held by Energizer employees that were previously outstanding in ParentCo stock, were converted to RSE awards in Energizer stock. In total, there are 1,162,495 Energizer RSE awards outstanding as part of the conversion, excluding the 2013 award discussed above. On July 8, 2015, Energizer granted RSE awards to a group of key executives which included approximately 573,700 shares that vest ratably over five years as well as 50,300 shares to the Board of Directors that cliff vest in three years. The closing stock price on the date of the grant used to determine the award fair value was $34.92.



(9) Earnings per share

Basic (loss)/earnings per share is based on the average number of common shares outstanding during the period. Diluted (loss)/earnings per share is based on 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 (loss)/earnings per share for the quarter and nine months ended June 30, 2015 and 2014, respectively.

(in millions, except per share data)
 
 
 
 
 
 
 
 
For the Nine Months Ended June 30,
 
For the Nine Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Net (Loss)/Earnings
$
(19.6
)
 
$
36.3

 
$
(27.1
)
 
$
110.8

Basic and diluted average shares outstanding
62.2

 
62.2

 
62.2

 
62.2

Basic and diluted (loss)/earnings per common share
(0.32
)
 
0.58

 
(0.44
)
 
1.78


On July 1, 2015, ParentCo distributed 62,193,281 shares of Energizer common stock to ParentCo shareholders. Holders of ParentCo common stock received one share of Energizer common stock for every one share of

16



ParentCo common stock held on June 16, 2015. Basic and diluted earnings per common share and the average number of common shares outstanding were retrospectively restated for the number of Energizer shares outstanding immediately following this transaction. The same number of shares was used to calculate basic and diluted earnings per share since no Energizer equity awards were outstanding prior to the spin-off.

(10) Pension Plans and Other Postretirement Benefits

Certain Energizer employees participate in defined benefit pension plans (“Shared Plans”) sponsored by ParentCo, which include participants of other ParentCo subsidiaries. For purposes of these standalone financial statements, Energizer accounts for Shared Plans as multiemployer benefit plans. Accordingly, Energizer does not record an asset or liability to recognize the funded status of the Shared Plans. However, the related pension expenses allocated to Energizer are based primarily on pensionable compensation of active participants. Net periodic pension benefit (cost) allocated to Energizer for the quarter and the nine months ended June 30, 2015 and 2014 were immaterial.

Direct Pension Plans

Certain of ParentCo’s plans that are specific to Energizer entities (“Direct Plans”) are accounted for as defined benefit pension plans. Accordingly, the funded and unfunded position of each Direct Plan is recorded in the unaudited Combined Condensed Balance Sheet.

Effective January 1, 2014, benefits under the U.S. pension plan were frozen and future service benefits are no longer being accrued. As a result, the amortization period for unrecognized gains and losses was changed for fiscal 2015 and beyond from the average remaining service period of active employees to the average remaining life expectancy of all plan participants. Because unrecognized losses currently exist, this change will result in a decrease in future pension expense due to the longer amortization period being applied.

Shared Pension Plans

Certain of Energizer’s employees participate in defined benefit pension plans and postretirement benefit plans sponsored by ParentCo. The combined statements of operations include expenses related to these Shared Plans including direct expenses related to Energizer employees as well as allocations of expenses related to corporate employees. Total defined benefit plan expenses allocated to Energizer were $(0.1) and $5.9, respectively, for the quarter and nine months ended June 30, 2015 and $3.8 and $9.3, respectively, for the quarter and nine months ended June 30, 2014.

(11) Debt

The detail of long-term debt was as follows:
 
June 30, 2015
 
September 30, 2014
Senior Secured Term Loan B Facility, net of discount, due 2022
$
399.0

 
$

5.50% Senior Notes due 2025
600.0

 

Total long-term debt, including current maturities
999.0

 

Less current portion
4.0

 

Total long-term debt
$
995.0

 
$


On June 1, 2015, Energizer entered into a credit agreement which provides for a five-year $250.0 senior secured revolving credit facility (Revolving Facility) and a seven-year $400.0 senior secured term loan B facility (Term Loan) that became effective on June 30, 2015. Also on June 1, 2015, Energizer completed the issuance and sale of $600.0 of 5.50% Senior Notes due 2025 (Senior Notes), with proceeds placed in escrow and released June 30, 2015.

Borrowings under the Revolving Facility will bear interest at LIBOR plus the applicable margin based on total Energizer leverage. As of June 30, 2015, Energizer did not have outstanding borrowings under the Revolving Facility and had $11.3 of outstanding letters of credit. Taking into account outstanding letters of credit, $238.7 remains available as of June 30, 2015.

17




The $400.0 Term Loan was issued at a $1.0 discount and bears interest at LIBOR plus 250 basis points subject to a 75 basis points floor. The loans and commitments under the Term Loan require quarterly principal payments at a rate of 0.25% of the original principal balance. Obligations under the Revolving Facility and Term Loan are jointly and severally guaranteed by certain of its existing and future direct and indirectly wholly-owned U.S. subsidiaries. There is a first priority perfected lien on substantially all of the assets and property of Energizer and guarantors and proceeds therefrom excluding certain excluded assets. Subsequent to quarter end, Energizer entered into a interest rate swap agreement with one major financial institution that fixed the variable benchmark component (LIBOR) on $200.0 of Energizer's variable rate debt through June 2022 at an interest rate of 2.22%.

The Senior Notes were sold to qualified institutional buyers in a private placement and will not be registered under the Securities Act or applicable state securities laws. Interest is payable semi-annually on the Senior Notes, beginning on December 15, 2015. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of Energizer's domestic restricted subsidiaries that is a borrower or guarantor under the Revolving Facility and Term Loan.

Energizer expects that the Revolving Facility will be used for working capital and for general corporate purposes. The proceeds of the Term Loan and the Senior Notes were transferred to ParentCo in connection with the contribution of certain assets to Energizer immediately prior to the completion of the Spin-off.

Debt Covenants

The credit agreements governing Energizer’s debt agreements contain certain customary representations and warranties, affirmative covenants and provisions relating to events of default. If Energizer fails to comply with these covenants or with other requirements of these credit agreements, the lenders may have the right to accelerate the maturity of the debt. Acceleration under one of these facilities would trigger cross defaults to other borrowings. As of June 30, 2015, Energizer was, and expects to remain, in compliance with the provisions and covenants associated with its debt agreements.

Aggregate maturities of long-term debt, including current maturities, at June 30, 2015 were as follows: $4.0 in one year, $4.0 in two years, $4.0 in three years, $4.0 in four years, $4.0 in five years and $979.0 thereafter.

The counterparties to deposits consist of a number of major financial institutions. Energizer consistently monitors positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.

(12) Goodwill and intangible assets

Goodwill and indefinite-lived intangibles are not amortized, but are evaluated annually for impairment as part of our annual business planning cycle in the fourth fiscal quarter, or when indicators of a potential impairment are present. In preparing the unaudited Combined Condensed Financial Statements, our goodwill and other intangible assets were reevaluated for potential impairment on a standalone basis. There were no indications of impairment of goodwill noted during this testing as fair value significantly exceeded carrying value.

The following table sets forth goodwill by segment as of October 1, 2014 and June 30, 2015:
 
North America
 
Latin America
 
EMEA
 
Asia Pacific
 
Total
Balance at October 1, 2014
$
19.1

 
$
1.7

 
$
6.5

 
$
9.8

 
$
37.1

Household Products acquisition

 

 

 
2.3

 
2.3

Cumulative translation adjustment

 

 
(0.3
)
 
(0.4
)
 
(0.7
)
Balance at June 30, 2015
$
19.1

 
$
1.7

 
$
6.2

 
$
11.7

 
$
38.7


Energizer had indefinite-lived intangible assets of $77.7 at June 30, 2015 and $80.1 at September 30, 2014. Changes in indefinite-lived intangible assets are due to changes in foreign currency translation. Energizer had no amortizable intangible assets at June 30, 2015 or September 30, 2014.


18



(13) Income Taxes    

The nine month effective tax rate was a benefit of 12.0% as compared to expense of 25.0% for the nine months ended June 30, 2014. The benefit in the current year was the result of a year-to-date pre-tax loss in high tax rate jurisdictions driven by spin costs and interest payment as a result of the early debt retirement. This benefit was partially offset by the Venezuela deconsolidation charge of $65.2, which had no accompanying tax benefit.

(14) Financial Instruments and Risk Management

In the ordinary course of business, ParentCo enters into contractual arrangements (derivatives) to reduce its exposure to commodity price and foreign currency risks. The section below outlines the types of derivatives that existed at June 30, 2015 and September 30, 2014, as well as ParentCo’s (and inherently Energizer’s) objectives and strategies for holding these derivative instruments.

Commodity Price Risk—Energizer uses raw materials that are subject to price volatility. At times, ParentCo has used, and Energizer may in the future use, hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain materials and commodities. At June 30, 2015 and September 30, 2014 there were no open derivatives or hedging instruments for future purchases of raw materials or commodities.

Foreign Currency Risk—A significant portion of Energizer’s product cost is more closely tied to the U.S. dollar than to the local currencies in which the product is sold. As such, a weakening of currencies relative to the U.S. dollar results in margin declines unless mitigated through pricing actions, which are not always available due to the economic or competitive environment. Conversely, a strengthening in currencies relative to the U.S. dollar can improve margins.

Additionally, Energizer’s foreign subsidiaries enter into internal and external transactions that create non-functional currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and, to a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each period. Changes in the value of the nonfunctional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in a transaction gain or loss recorded in Other financing items, net on the unaudited Combined Condensed Statements of Earnings and Comprehensive Income. The primary currency to which Energizer’s foreign subsidiaries are exposed is the U.S. dollar.

Interest Rate Risk

Energizer has interest rate risk with respect to interest expense on variable rate debt. At June 30, 2015, Energizer had variable rate debt outstanding with an original principal balance of $400.0 under the Term Loan. Subsequent to quarter end, Energizer entered into a interest rate swap agreement with one major financial institution that fixed the variable benchmark component (LIBOR) on $200.0 of Energizer's variable rate debt through June 2022 at an interest rate of 2.22%

Cash Flow Hedges

ParentCo has entered into a series of forward currency contracts to hedge the cash flow uncertainty of forecasted inventory purchases due to short term currency fluctuations. Energizer’s primary foreign affiliates, which are exposed to U.S. dollar purchases, have the Euro, the British pound, the Canadian dollar and the Australian dollar as their local currencies. These foreign currencies represent a significant portion of Energizer's foreign currency exposure. At June 30, 2015 and September 30, 2014, Energizer had a pro-rated share of the unrealized pre-tax gain on these forward currency contracts accounted for as cash flow hedges of $3.6 and $5.4, respectively, included in Accumulated other comprehensive loss on the unaudited Combined Condensed Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at June 30, 2015 levels, over the next 12 months, $3.6 of the pre-tax gain included in Accumulated other comprehensive loss is expected to be included in earnings. Contract maturities for these hedges extend into fiscal year 2016.


19



Derivatives not Designated in Hedging Relationships

ParentCo held a share option with a major financial institution to mitigate the impact of changes in certain of ParentCo’s unfunded deferred compensation liabilities, which are tied to ParentCo’s common stock price. The share option matured in November 2014 and was not subsequently renewed.

In addition, ParentCo enters into foreign currency derivative contracts which are not designated as cash flow hedges for accounting purposes, to hedge existing balance sheet exposures. Any gains or losses on these contracts would be offset by corresponding exchange losses or gains on the underlying exposures; and as such are not subject to significant market risk.

Energizer has received an allocation of an appropriate share of financial instruments used in the management of foreign currency risks that are inherent to its business operations. The following table provides Energizer’s pro rata share of the estimated fair values as of June 30, 2015 and September 30, 2014, and the pro rata share of the amounts of gains and losses on derivative instruments classified as cash flow hedges as of and for the quarter and nine months ended June 30, 2015 and 2014, respectively.

 
 
At June 30, 2015
 
For the Quarter Ended June 30, 2015
 
For the Nine Months Ended June 30, 2015
Derivatives designated as Cash Flow Hedging Relationships
 
Estimated Fair Value, Asset (Liability) (1) (2)
 
Gain/(Loss) Recognized in OCI (3)
 
Gain/(Loss) Reclassified From OCI into Income(Effective Portion) (4) (5)
 
Gain/(Loss) Recognized in OCI (3)
 
Gain/(Loss) Reclassified From OCI into Income(Effective Portion) (4) (5)
Foreign currency contracts
 
$
3.6

 
$
(7.9
)
 
$
1.4

 
$
5.8

 
$
7.6

 
 
 
 
 
 
 
 
 
 
 
 
 
At September 30, 2014
 
For the Quarter Ended June 30, 2014
 
For the Nine Months Ended June 30, 2014
Derivatives designated as Cash Flow Hedging Relationships
 
Estimated Fair Value, Asset (Liability) (1) (2)
 
Gain/(Loss) Recognized in OCI (3)
 
Gain/(Loss) Reclassified From OCI into Income(Effective Portion) (4) (5)
 
Gain/(Loss) Recognized in OCI (3)
 
Gain/(Loss) Reclassified From OCI into Income(Effective Portion) (4) (5)
Foreign currency contracts
 
$
5.4

 
$
(3.7
)
 
$
(2.0
)
 
$
(1.4
)
 
$
(0.6
)

(1) All derivative assets are presented in other current assets or other assets.
(2) All derivative liabilities are presented in other current liabilities or other liabilities.
(3) OCI is defined as other comprehensive income.
(4) Gain/(Loss) reclassified to Income was recorded as follows: Foreign currency contracts in Other financing items, net.
(5) Each of these derivative instruments had a high correlation to the underlying exposure being hedged for the periods indicated and had been deemed highly effective in offsetting associated risk.


20



Energizer has received an allocation of an appropriate share of financial instruments used in the management of unfunded deferred compensation liabilities and foreign currency and commodity risks that are inherent to its business operations. The following table provides Energizer’s pro rata share of the estimated fair values as of June 30, 2015 and September 30, 2014, and the pro rata share of the amounts of gains and losses on derivative instruments not classified as cash flow hedges as of the quarter and nine months ended June 30, 2015 and 2014, respectively.

 
 
At June 30, 2015
 
For the Quarter Ended June 30, 2015
 
For the Nine Months Ended June 30, 2015
Derivatives not designated as Cash Flow Hedging Relationships
 
Estimated Fair Value Asset (Liability)
 
Gain/(Loss) Recognized in Income (1)
 
Gain/(Loss) Recognized in Income (1)
Share option (2)
 
$

 
$
(0.1
)
 
$
0.2

Foreign currency contracts
 
(0.8
)
 
0.4

 
2.9

Total
 
$
(0.8
)
 
$
0.3

 
$
3.1

 
 
 
 
 
 
 
 
 
At September 30, 2014
 
For the Quarter Ended June 30, 2014
 
For the Nine Months Ended June 30, 2014
Derivatives not designated as Cash Flow Hedging Relationships
 
Estimated Fair Value Asset (Liability)
 
Gain/(Loss) Recognized in Income (1)
 
Gain/(Loss) Recognized in Income (1)
Share option
 
$

 
$
3.8

 
$
6.8

Foreign currency contracts
 
1.0

 
(2.5
)
 
(0.1
)
Total
 
$
1.0

 
$
1.3

 
$
6.7


(1) Gain/(Loss) recognized in Income was recorded as follows: Share option in Selling, general and administrative expense and foreign currency contracts in Other financing items, net.
(2) ParentCo held a share option with a major financial institution, which matured in November 2014 and was subsequently not renewed.

Energizer has the following recognized pro rata share of the financial assets and financial liabilities resulting from those transactions that meet the scope of the disclosure requirements as necessitated by applicable accounting guidance for balance sheet offsetting:

Offsetting of derivative assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At June 30, 2015
 
At September 30, 2014
Description
 
Balance Sheet location
 
Gross amounts of recognized assets
 
Gross amounts offset in the Balance Sheet
 
Net amounts of assets presented in the Balance Sheet
 
Gross amounts of recognized assets
 
Gross amounts offset in the Balance Sheet
 
Net amounts of assets presented in the Balance Sheet
Foreign Currency Contracts
 
Other Current Assets, Other Assets
 
$
4.6

 
$
(0.8
)
 
$
3.8

 
$
7.2

 
$
(0.2
)
 
$
7.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Offsetting of derivative liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At June 30, 2015
 
At September 30, 2014
Description
 
Balance Sheet location
 
Gross amounts of recognized liabilities
 
Gross amounts offset in the Balance Sheet
 
Net amounts of liabilities presented in the Balance Sheet
 
Gross amounts of recognized liabilities
 
Gross amounts offset in the Balance Sheet
 
Net amounts of liabilities presented in the Balance Sheet
Foreign Currency Contracts
 
Other Current Liabilities, Other Liabilities
 
$
(1.2
)
 
$
0.2

 
$
(1.0
)
 
$
(0.8
)
 
$
0.2

 
$
(0.6
)

The net amounts of derivative assets and liabilities are reconciled to the individual line item amounts presented in the unaudited Combined Condensed Balance Sheet.


21



Fair Value Hierarchy—Energizer has various pro rata share of the financial instruments that are measured at fair value on a recurring basis, including derivatives. ParentCo (and inherently Energizer) also applies the provisions of fair value measurement to various non-reoccurring measurements for Energizer’s non-financial assets and liabilities. ParentCo (and inherently Energizer) measures assets and liabilities using inputs from the following three levels of fair value hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

Energizer’s pro rata share of assets measured at fair value on a nonrecurring basis includes long-lived assets, indefinite-lived intangible assets and goodwill. Energizer reviews the carrying amounts of such assets at least annually or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value measurements of the assets are considered to be Level 3 measurements.

Under the fair value accounting guidance hierarchy, an entity is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The following table sets forth Energizer’s pro rata share of the financial assets and liabilities, which are carried at fair value, as of June 30, 2015 and September 30, 2014 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy:

 
Level 2
 
June 30,
2015
 
September 30,
2014
Assets/(Liabilities) at estimated fair value:
 
 
 
Deferred Compensation
$
(31.5
)
 
$
(45.8
)
Derivatives - Foreign Currency Contracts
2.8

 
6.4

Net Liabilities at estimated fair value
$
(28.7
)
 
$
(39.4
)

Energizer had no Level 3 financial assets or liabilities at June 30, 2015 and September 30, 2014.

Due to the nature of cash, carrying amounts on the balance sheets approximate estimated fair value. The estimated fair value of cash has been determined based on Level 1 inputs.

At June 30, 2015, the estimated fair value of foreign currency contracts as described above is the amount that ParentCo would receive or pay to terminate the contracts, considering first, quoted market prices of comparable agreements, or in the absence of quoted market prices, such factors as interest rates, currency exchange rates and remaining maturities. The estimated fair value of ParentCo’s unfunded deferred compensation liability is determined based upon the quoted market prices of ParentCo Common Stock Unit Fund as well as other investment options that are offered under the plan. Energizer has received an allocation of an appropriate share of risks and benefits.

At June 30, 2015 , the fair market value of fixed rate long-term debt was $601.0 compared to its carrying value of $600.0. The estimated fair value of the long-term debt is estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements. The estimated fair value of fixed rate long-term debt has been determined based on level 2 inputs.


22



(15) Accumulated Other Comprehensive (Loss)/Income

The following table presents the changes in accumulated other comprehensive income (AOCI), net of tax by component:

 
Foreign Currency Translation Adjustments
Pension/Postretirement Activity
Hedging Activity
Total
Balance at September 30, 2014
$
(28.7
)
$
(7.3
)
$
4.3

$
(31.7
)
OCI before reclassifications
(61.7
)
(0.9
)
(7.1
)
(69.7
)
Venezuela deconsolidation charge
16.2



16.2

Reclassifications to earnings

0.2

5.6

5.8

Balance at June 30, 2015
$
(74.2
)
$
(8.0
)
$
2.8

$
(79.4
)

The following table presents the reclassifications out of AOCI:

 
For the Quarter Ended
June 30, 2015
 
For the Nine Months Ended June 30, 2015
 
For the Quarter Ended
June 30, 2014
 
For the Nine Months Ended June 30, 2014
 
Details of AOCI Components
Amount Reclassified
from AOCI (1)
 
Amount Reclassified
from AOCI (1)
 
Amount Reclassified
from AOCI (1)
 
Amount Reclassified
from AOCI (1)
Affected Line Item in the Combined Statements of Earnings
Gains and losses on cash flow hedges
 
 
 
 
 
 
 
 
Foreign exchange contracts
$
1.4

 
$
7.6

 
$
(2.0
)
 
$
(0.6
)
Other financing items, net
 
1.4

 
7.6

 
(2.0
)
 
(0.6
)
Total before tax
 
(0.3
)
 
(2.0
)
 
0.7

 

Tax (expense)/benefit
 
$
1.1

 
$
5.6

 
$
(1.3
)
 
$
(0.6
)
Net of tax
Amortization of defined benefit pension/postretirement items
 
 
 
 
 
 
 
 
Actuarial loss
0.1

 
0.2

 
0.1

 
0.1

(2)
Settlement loss
0.1

 
0.1

 

 
0.1

(2)
 
0.2

 
0.3

 
0.1

 
0.2

Total before tax
 
(0.1
)
 
(0.1
)
 
(0.1
)
 
(0.1
)
Tax (expense)/benefit
 
$
0.1

 
$
0.2

 
$

 
$
0.1

Net of tax
Foreign Currency Translation Adjustments











 
Venezuela deconsolidation charge
$


$
16.2


$


$

Venezuela deconsolidation charge
Total reclassifications for the period
$
1.2

 
$
22.0

 
$
(1.3
)
 
$
(0.5
)
Net of tax

(1) Amounts in parentheses indicate debits to profit/loss.
(2) These AOCI components are included in the computation of net periodic benefit cost (see Note 10 for further details).


23



(16) Supplemental Financial Statement Information

 
June 30,
2015
September 30,
2014
Inventories
 
 
Raw materials and supplies
$
36.1

$
38.5

Work in process
95.1

68.4

Finished products
145.1

185.5

Total inventories
$
276.3

$
292.4

Other Current Assets
 
 
Miscellaneous receivables
$
18.2

$
31.4

Deferred income tax benefits
50.1

43.7

Prepaid expenses
31.5

35.7

Value added tax collectible from customers
18.4

22.9

Other
8.9

12.9

Total other current assets
$
127.1

$
146.6

Property, Plant and Equipment
 
 
Land
$
10.0

$
10.3

Buildings
146.1

143.6

Machinery and equipment
873.6

871.8

Construction in progress
21.2

10.1

Total gross property
1,050.9

1,035.8

Accumulated depreciation
(833.1
)
(823.3
)
Total property, plant and equipment, net
$
217.8

$
212.5

Other Current Liabilities
 
 
Accrued advertising, sales promotion and allowances
$
30.0

$
25.7

Accrued trade allowances
43.7

35.6

Accrued salaries, vacations and incentive compensation
34.3

45.9

2013 restructuring reserve
12.5

12.4

Spin-off accrual
18.8


Other
58.0

69.9

Total other current liabilities
$
197.3

$
189.5

Other Liabilities
 
 
Pensions and other retirement benefits
$
14.1

$
12.8

Deferred compensation
31.5

45.8

Other non-current liabilities
28.5

31.2

Total other liabilities
$
74.1

$
89.8



24



(17) Recently issued accounting pronouncements


On July 22, 2015, the Financial Accounting Standards Board ("FASB") issued a new Accounting Standards Update ("ASU"), which aligns the measurement of inventory under GAAP more closely with International Financial Reporting Standards. Under the new guidance, an entity that measures inventory using the first-in, first-out oraverage cost should measure inventory at the lower of cost and net realizable value. Net realizable value is theestimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The update will be effective for Energizer beginning October 1, 2017, with early adoption permitted. Energizer is in the process of evaluating the impact the revised guidance will have on its financial statements.

On May 28, 2014, the FASB issued a new ASU which provides a single comprehensive revenue recognition model for all contrast with customers to improve comparability within industries, across industries and across capital markets. On July 9, 2015, the FASB voted to approve a one-year deferral of the effective date of the ASU, and expects to issue a final ASU formally amending the effective date by the end of calendar year 2015. The update will now be effective for Energizer beginning October 1, 2018. Energizer is in the process of evaluating the impact the revised guidance will have on its financial statements.

On April 7, 2015, the FASB issued a new ASU, which requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The update will be effective for Energizer beginning October 1, 2016, and early adoption is permitted for financial statements that have not been previously issued. Retrospective application is required, and an entity is required to comply with the applicable disclosures for a change in accounting principles upon adoption. Energizer expects that this guidance will be immaterial to our financial statements.

(18) Legal proceedings/contingencies

ParentCo and its subsidiaries are parties to a number of legal proceedings in various jurisdictions arising out of the operations of the ParentCo’s businesses. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. However, based upon present information, ParentCo believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, are not reasonably likely to be material to ParentCo’s or Energizer’s financial position, results of operations, or cash flows, taking into account established accruals for estimated liabilities. We are a party to legal proceedings and claims that arise during the ordinary course of business. We review our legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, Energizer believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to Energizer's financial position, results of operations, or cash flows, taking into account established accruals for estimated liabilities.
 



25



MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion is a summary of the key factors management considers necessary in reviewing Energizer’s historical-basis results of operations, operating segment results, and liquidity and capital resources. Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) that are not historical may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You should read the following MD&A in conjunction with the audited Combined Financial Statements and corresponding notes and the unaudited Pro Forma Combined Condensed Financial Statements and corresponding notes included elsewhere in this information statement. This MD&A contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from those projected or implied in the forward-looking statements. Please see “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.
All amounts discussed are in millions of U.S. dollars, unless otherwise indicated.

Non-GAAP Financial Measures

While Energizer 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 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, exclude the impact of currency devaluations and other currency movements, the costs associated with restructuring and other initiatives, costs associated with the planned spin-off transaction, cost of early debt retirement, certain charges related to the Venezuela deconsolidation charge, 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. Energizer 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.

Forward-Looking Statements

This document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, the future sales, gross margins, earnings and performance of Energizer. These statements generally can be identified by the use of forward-looking words or phrases such as "believe," "expect," "expectation," "anticipate," "may," "could," "intend," "belief," "estimate," "plan," "target," "predict," "likely," "will," "should," "forecast," "outlook," or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation:
     
market and economic conditions;
market trends in the categories in which we compete;
the success of new products and the ability to continually develop and market new products;
our ability to attract, retain and improve distribution with key customers;
our ability to continue planned advertising and other promotional spending;
our ability to timely execute strategic initiatives, including restructurings, and international go-to-market changes in a manner that will positively impact our financial condition and results of operations and does not disrupt our business operations;

26



the impact of strategic initiatives, including restructurings, on our relationships with employees, customers and vendors;
our ability to maintain and improve market share in the categories in which we operate despite heightened competitive pressure;
our ability to improve operations and realize cost savings;
the impact of foreign currency exchange rates and currency controls, as well as offsetting hedges;
the impact of raw materials and other commodity costs;
costs and reputational damage associated with cyber-attacks or information security breaches;
our ability to acquire and integrate businesses, and to realize the projected results of acquisitions;
the impact of advertising and product liability claims and other litigation;
compliance with debt covenants and maintenance of credit ratings as well as the impact of interest and principal repayment of our existing and any future debt; and
the impact of legislative or regulatory determinations or changes by federal, state and local, and foreign authorities, including taxing authorities.

In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those detailed from time to time in our publicly filed documents, including those described under the heading “Risk Factors” in our Information Statement filed as Exhibit 99.1 to our Registration Statement on Form 10, as amended, filed with the Securities and Exchange Commission on May 27, 2015.

The Separation

On July 1, 2015, Edgewell Personal Care Company (ParentCo or Edgewell) completed the previously announced separation of its business (the Spin-Off or Spin) into two separate independent public companies, Energizer Holdings, Inc. (Energizer) and Edgewell Personal Care Company (Edgewell). To effect the separation, ParentCo 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, ParentCo distributed 62,193,281 shares of Energizer Holdings, Inc. common stock to ParentCo 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. ParentCo structured the distribution to be tax-free to its U.S. shareholders for U.S. federal income tax purposes.

Energizer's third fiscal quarter and prior periods information is 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 ParentCo 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 will be our first quarter with stand-alone financial data.

Highlights / Operating Results

Financial Results (in millions, except per share data)

Energizer reported a third fiscal quarter net loss of $19.6, or $(0.32) per basic and diluted share. This compares to net earnings of $36.3, or $0.58 per diluted share in the prior year third fiscal quarter. Adjusted net earnings per diluted share were $0.64 for the third fiscal quarter as compared to $0.66 in the prior year quarter.
Net (loss)/earnings for the time periods presented were impacted by certain items related to spin transaction costs, spin restructuring costs, cost of early debt retirement, restructuring and realignment activities, integration, adjustments to prior tax accruals and the Venezuela deconsolidation charge as described in the tables below. The

27



impact of these items on reported net (loss)/earnings are provided below as a reconciliation of net (loss)/earnings to adjusted net earnings, which are non-GAAP measures.
 
 
Quarter Ended June 30,
(in millions, except per share data)
 
(Loss) / Earnings Before Income Taxes
 
Net (Loss)/Earnings
Diluted EPS
 
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Reported - GAAP
 
$
(40.5
)
 
$
49.2

 
$
(19.6
)
 
$
36.3

 
$
(0.32
)
 
$
0.58

Impacts: Expense (Income)
 
 
 
 
 
 
 
 
 
 
 
 
  Spin costs (2)
 
37.8

 
3.3

 
25.0

 
2.6

 
0.40

 
0.04

  Spin restructuring
 
11.7

 

 
7.9

 

 
0.13

 

  Cost of early debt retirement (3)
 
26.7

 

 
16.7

 

 
0.27

 

  2013 Restructuring (4)
 
19.4

 
3.2

 
12.4

 
2.2

 
0.20

 
0.04

  Integration (2)
 
0.4

 

 
0.3

 

 

 

  Adjustments to prior year tax accruals
 

 

 
(2.6
)
 

 
(0.04
)
 

     Adjusted - Non-GAAP
 
$
55.5

 
$
55.7

 
$
40.1

 
$
41.1

 
$
0.64

 
$
0.66

Weighted average shares - Diluted (1)
 


 


 
 
 
 
 
62.2

 
62.2


 
Nine Months Ended June 30,
(in millions, except per share data)
 
(Loss) / Earnings Before Income Taxes
 
Net (Loss)/Earnings
Diluted EPS
 
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Reported - GAAP
 
$
(30.8
)
 
$
147.7

 
$
(27.1
)
 
$
110.8

 
$
(0.44
)
 
$
1.78

Impacts: Expense (Income)
 
 
 
 
 
 
 
 
 
 
 
 
  Venezuela deconsolidation charge
 
65.2

 

 
65.2

 

 
1.05

 

  Spin costs (2)
 
82.9

 
3.3

 
54.8

 
2.6

 
0.88

 
0.04

  Spin restructuring
 
36.0

 

 
24.2

 

 
0.39

 

  Cost of early debt retirement (3)
 
26.7

 

 
16.7

 

 
0.27

 

  2013 Restructuring (4)
 
10.2

 
43.3

 
6.6

 
29.3

 
0.11

 
0.48

  Integration (2)
 
1.3

 

 
1.0

 

 
0.01

 

  Adjustments to prior year tax accruals
 

 

 
(2.6
)
 

 
(0.04
)
 

     Adjusted - Non-GAAP
 
$
191.5

 
$
194.3

 
$
138.8

 
$
142.7

 
$
2.23

 
$
2.30

Weighted average shares - Diluted (1)
 
 
 
 
 
 
 
 
 
62.2

 
62.2


(1) On July 1, 2015, Edgewell distributed 62.2 million shares of Energizer Holdings, Inc. common stock to Edgewell shareholders in connection with its spin-off of Energizer Holdings, Inc. Basic and diluted earnings per common share and the average number of common shares outstanding were retrospectively restated for the number of Energizer Holdings, Inc. shares outstanding immediately following this transaction.
(2) Included in Selling, general and administrative (SG&A) expense on the unaudited Combined Condensed Statements of Earnings and Comprehensive Income.
(3) Included in interest expense on the unaudited Combined Condensed Statement of Earnings and Comprehensive Income.
(4) Includes pre-tax costs of $0.2 and $0.3 for the quarter and nine months ended June 30, 2015 and $1.3 and $4.1 for the quarter and nine months ended June 30, 2014, associated with certain information technology and related activities, which are included in SG&A on the unaudited Combined Condensed Statements of Earnings and Comprehensive Income. Additionally, pre-tax costs of $1.1 for the quarter and nine months ended June 30, 2015 and $0.4 for the nine months ended June 30, 2014, associated with obsolescence charges related to our restructuring, were included in Cost of products sold on the unaudited Combined Condensed Statements of Earnings and Comprehensive Income.



28



Highlights
Total Net Sales (In millions - Unaudited)
 
 
 
 
Quarter and Nine Months Ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Q3
 
% Chg
 
Nine Months
 
% Chg
Net Sales - FY'14
 
$
411.7

 
 
 
$
1,353.7

 
 
Organic
 
0.3

 
0.1
 %
 
(26.7
)
 
(2.0
)%
International Go-to-Market (1)