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Energizer Holdings, Inc SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2018-11-16 | Period of Report: 2018-09-30 SEC Accession No. 0001632790-18-000107 (HTML Version on secdatabase.com) FILER ENERGIZER HOLDINGS, INC. Mailing Address Business Address 533 MARYVILLE 533 MARYVILLE CIK:1632790| IRS No.: 364802442 | State of Incorp.:MO | Fiscal Year End: 0930 UNIVERSITY DRIVE UNIVERSITY DRIVE Type: 10-K | Act: 34 | File No.: 001-36837 | Film No.: 181190099 SAINT LOUIS MO 63141 SAINT LOUIS MO 63141 SIC: 3690 Miscellaneous electrical machinery, equipment & supplies (314) 985-2000 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM 10-K _______________________________ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2018 Commission File No. 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) Title of each class Name of each exchange on which registered Common Stock, par value $.01 per share New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes: ý No: o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Yes: o No: ý 1 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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: ý No: o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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: ý No: o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o (Do not check if smaller reporting company) Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 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 The aggregate market value of the voting common equity held by nonaffiliates of the registrant as of the close of business on March 31, 2018, the last day of the registrant's most recently completed second quarter: $3,556,096,825. (For purposes of this calculation only, without determining whether the following are affiliates of the registrant, the registrant has assumed that (i) its directors and executive officers are affiliates, and (ii) no party who has filed a Schedule 13D or 13G is an affiliate. Registrant does not have a class of non-voting equity securities.) Number of shares of Energizer Holdings, Inc. Common Stock (“ENR Stock”), $.01 par value, outstanding as of close of business on November 12, 2018: 59,609,327. DOCUMENTS INCORPORATED BY REFERENCE Portions of Energizer Holdings, Inc. Notice of Annual Meeting and Proxy Statement (“Proxy Statement”) for our Annual Meeting of Shareholders which will be held January 28, 2019. The Proxy Statement will be filed within 120 days of the end of the fiscal year ended September 30, 2018. (Part III of Form 10-K). 2 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document INDEX PART I Item Page 1 Business 4 1A Risk Factors 8 1B Unresolved Staff Comments 21 2 Properties 22 3 Legal Proceedings 22 4 Mine Safety Disclosure 22 4A Executive Officers Of The Registrant 23 PART II Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity 5 Securities 24 6 Selected Financial Data 26 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 27 7A Quantitative and Qualitative Disclosure About Market Risk 47 8 Financial Statements and Supplementary Data 50 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 90 9A Controls and Procedures 90 9B Other Information 90 PART III 10 Directors, Executive Officers and Corporate Governance 91 11 Executive Compensation 91 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 91 13 Certain Relationships and Related Transactions, and Director Independence 91 14 Principal Accounting Fees and Services 91 PART IV 15 Exhibits, Financial Statement Schedules 92 16 Form 10-K Summary 96 3 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Part I. Item 1. Business. Our Company Energizer Holdings, Inc. (Energizer), through its operating subsidiaries, is one of the world’s largest manufacturers, marketers and distributors of household batteries, specialty batteries and lighting products, and a leading designer and marketer of automotive fragrance and appearance products. 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. On July 1, 2015, Energizer completed its legal separation from our former parent company, Edgewell Personal Care Company (Edgewell), via a tax free spin-off (the Spin-off or Spin). On January 15, 2018, Energizer entered into a definitive acquisition agreement with Spectrum Brands Holdings, Inc. (Spectrum) to acquire its global battery, lighting and portable power business (Spectrum battery acquisition) for a purchase price of $2.0 billion in cash, subject to certain purchase price adjustments. The transaction was subject to various conditions, including regulatory approval. The Company has received required regulatory approval, with the exception of the European Commission (EC). On November 15, 2018, we entered into an amended definitive acquisition agreement with Spectrum and proposed a remedy for consideration to the EC. The remedy set forth by Energizer includes the divestiture of the Europe-based Varta® consumer battery business, including manufacturing and distribution facilities in Germany. Based on the original purchase price, net of anticipated divestiture proceeds, the Company now expects our net purchase price to be in the range of $1.4 to $1.5 billion. Contingent upon the EC’s approval of the proposed remedy, Energizer expects to close the Spectrum battery acquisition at the beginning of calendar year 2019. On November 15, 2018, Energizer entered into a definitive acquisition agreement to acquire Spectrum’s global auto care business, including Armor All®, STP®, and A/C PRO® brands, for a purchase price of $1.25 billion, subject to certain purchase price adjustments (Spectrum auto care acquisition). The purchase price is comprised of an estimated $938 million in cash and $312 million of newly-issued equity to Spectrum. The Spectrum auto care acquisition is subject to customary closing conditions, including regulatory approvals and is expected to close in the second fiscal quarter of 2019. Energizer operates as an independent, publicly traded company on the New York Stock Exchange, trading under the symbol "ENR." When we use the terms “Energizer,” the “Company,” “we,” “us” or “our” in this Annual Report on Form 10-K, we mean Energizer Holdings, Inc. and its subsidiaries on a consolidated basis, unless we state or the context implies otherwise. We use the Energizer name and logo as our trademark as well as those of our subsidiaries. Product names appearing throughout are trademarks of Energizer. This section also may refer to brand names, trademarks, service marks and trade names of other companies and organizations, and these brand names, trademarks, service marks and trade names are the property of their respective owners. Unless indicated otherwise, the information concerning our industry contained in this Annual Report is based on Energizer’s general knowledge of and expectations concerning the industry. Energizer’s market position, market share and industry market size are based on estimates using Energizer’s internal data and estimates, based on data from various industry analyses, its internal research and adjustments and assumptions that it believes to be reasonable.
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