UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
____________________________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2008
Commission File No. 001-15401
ENERGIZER HOLDINGS, INC.____________________________________
Incorporated in Missouri IRS Employer Identification No. 43-1863181 533 Maryville University Drive, St. Louis, Missouri 63141Registrant's telephone number, including area code: 314-985-2000
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer X Accelerated filer ____ Non-accelerated filer ____
State the aggregate market value of the voting common equity held by nonaffiliates of the Registrant as of the close of business on March 31, 2008 the last day of the Registrant’s most recently completed second quarter: $4,874,776,574.
(Excluded from these figures is the voting stock held by Registrant's Directors and Executive Officers, who are the only persons known to Registrant who may be considered to be its "affiliates" as defined under Rule 12b-2. 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 21, 2008: 58,309,885.
DOCUMENTS INCORPORATED BY REFERENCE
1.Portions of Energizer Holdings, Inc. 2008 Annual Report (Parts I and II of Form 10-K).
2. 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 26, 2009. The Proxy Statement will be filed within 120 days of the end of fiscal year ended September 30, 2008. (Part III of Form 10-K).
PART I
Item 1. Business.
General
Energizer Holdings, Inc., incorporated in Missouri in 1999, together with its subsidiaries (the “Company” or “Energizer”) is one of the world’s largest manufacturers of primary batteries, flashlights and personal care products in the wet shave, skin care, feminine care and infant care product categories. On April 1, 2000, all of the outstanding shares of common stock of Energizer were distributed in a tax-free spin-off to shareholders of Ralston Purina Company.
Energizer is the successor to over 100 years of expertise in the battery and lighting products industry. Its brand names “Eveready” and “Energizer” have worldwide recognition for quality and dependability, and are marketed and sold in more than 165 countries.
On March 28, 2003, Energizer completed the acquisition of the Schick-Wilkinson Sword (“SWS”) business of Pfizer, Inc. Schick-Wilkinson Sword is the second largest manufacturer and marketer of men’s and women’s wet shave products in the world. Its portfolio of products, which currently includes the “Quattro” for Women, “Intuition”, “Lady Protector” and “Silk Effects Plus” women’s shaving systems and the “Quattro”, “Xtreme 3” and “Protector” men’s shaving systems, as well as the “Quattro”, “Xtreme 3”,and “ST Slim Twin” disposables, has been well-known for over 75 years, with a reputation for high quality and innovation in shaving technology. Schick-Wilkinson Sword products are sold in more than 140 countries.
On October 1, 2007, Energizer completed the acquisition of all of the outstanding stock of Playtex Products, Inc. (“Playtex”), a leading manufacturer and marketer in North America of well-recognized branded consumer products, including “Playtex” feminine care products, “Playtex” infant care products, “Diaper Genie” diaper disposal systems, “Wet Ones” pre-moistened towelettes, “Banana Boat” and “Hawaiian Tropic” sun care products, and “Playtex” household gloves.
Energizer’s subsidiaries operate 29 manufacturing and packaging facilities in 14 countries on five continents, and employs over 5,250 employees in the United States and 11,160 in foreign jurisdictions.
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Principal Products
Household Products
Energizer’s Household Products division manufactures and/or markets a complete line of primary lithium, alkaline and carbon zinc batteries, miniature batteries, specialty photo lithium batteries, rechargeable batteries, and flashlights and other lighting products. Energizer believes it has one of the industry’s most extensive product lines, with leading products in three major categories: household batteries, including the premium, performance and price segments; specialty batteries; and lighting products.
In the household category, “Energizer MAX” brand alkaline batteries are the most popular and widely used in the array of Energizer products. The batteries are offered in 1.5 volt, 4.5 volt, 6 volt and 9 volt configurations, and are available in the standard selection of sizes, including AA, AAA, C, D and 9 volt sizes. In the performance segment of that category, Energizer offers an extensive line of products engineered specifically for demanding high-drain batteries, including “Energizer e2 Titanium Technology” performance alkaline and “Energizer e2” Lithium batteries in AA and AAA sizes. Energizer also offers “Energizer” Rechargeable NiMH batteries and chargers, and the “Energizer” Energi To Go Instant Phone Cell Charger. Price segment offerings include “Eveready” carbon zinc batteries and “Eveready Gold” alkaline batteries.
In specialty batteries, Energizer offers a range of miniature batteries for hearing aids, watches and small electronics, and photo batteries for film cameras.
In lighting products, Energizer manufactures and markets a complete line of flashlights and other battery-powered lighting products under the “Energizer” and “Eveready” brands - including premium and value flashlights and lanterns for home, work and outdoors, plus novelty and impulse flashlights.
Personal Care
Energizer’s Personal Care division manufactures and markets a range of Schick-Wilkinson Sword razor systems (i.e. razor handle with refillable blades) and disposable shave products for men and women in all major global markets, as well as shaving products such as lotions and shaving creams. It currently holds the #2 position globally in the wet shave industry. In the spring of 2003, Schick-Wilkinson Sword introduced the “Intuition” women’s shaving system, a revolutionary system containing a skin-conditioning solid which lathers when wet, as well as a pivoting triple bladed razor, and in September of 2003, it introduced the “Quattro” men’s shaving system, the world’s first four-bladed razor, with conditioning strips and an ergonomically designed handle. Since those introductions it has continued to develop enhancements and improvements, launching “Quattro for Women” in 2005, and “Intuition Plus” and “Quattro for Women GO!” in 2006, and in men’s shaving systems, the “Quattro Power” battery-powered system in 2005, “Quattro Titanium” and “Quattro” disposables in 2006, and “Quattro” Trimmer in 2007.
Energizer is also a major North American competitor in three business categories acquired upon its acquisition of Playtex – skin care, feminine care, and infant care. In skin care, Playtex offers sun care products under the leading brands of “Banana Boat” and “Hawaiian Tropic”, which was acquired by Playtex in the spring of 2007. These brands, on a combined basis, make Playtex the dollar market share leader in the U.S. sun care category. Playtex also offers “Wet Ones” pre-moistened towelettes, the leader in the U.S. hands and face wipes category, and “Playtex” household gloves, the branded household glove leader in the U.S.
In feminine care, for over twenty years, Playtex has been the second largest selling tampon brand overall in the United States, and maintains a leadership position in the higher growth plastic applicator and deodorant segments. The tampon category has become more competitive in recent years including substantial new product innovation and increased levels of promotional activity. Playtex offers plastic
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applicator tampons under the “Playtex Gentle Glide” and “Playtex Sport” brands, and “Playtex” Personal Cleansing Cloths, which is the number one brand in pre-moistened towelettes for use in feminine hygiene.
In infant care, Playtex offers disposable feeding systems and reusable bottles in addition to nipples and other complementary products marketed under the “Playtex” Baby brand. Playtex also offers cups and mealtime products, including bowls, utensils and placemats. Playtex is the U.S. dollar market share leader in the infant feeding category. Playtex also offers a line of pacifiers, including the “Ortho-Pro” and “Binky” pacifiers. Its “Playtex Diaper Genie” brand of diaper disposal systems leads the U.S. diaper pail category.
As noted, Playtex is primarily a North American business. Energizer intends to leverage its existing international selling and distribution infrastructure to expand the international presence of certain Playtex products, most notably in the sun care category.
Sources and Availability of Raw Materials
The principal raw materials used by Energizer - electrolytic manganese dioxide, zinc, silver, nickel, acetylene black, graphite, steel cans, nylon, brass wire, separator paper, and potassium hydroxide, for batteries, and steel, zinc, various plastic resins, synthetic rubber resins, soap based lubricants and various packaging materials, for wet shave products, and certain naturally derived fibers, resin-based plastics and certain chemicals for the Playtex product lines, - are sourced on a regional or global basis. Although the prices of zinc, nickel, electrolytic manganese dioxide, and resins, in particular, have fluctuated in the past year, Energizer believes that adequate supplies of the raw materials required for its operations are available at the present time. Energizer, of course, cannot predict the future availability or prices of such materials. These raw materials are generally available from a number of different sources, and the prices of those raw materials are susceptible to currency fluctuations and price fluctuations due to transportation, government regulations, price controls, economic climate, or other unforeseen circumstances. In the past, Energizer has not experienced any significant interruption in availability of raw materials.
Energizer’s management has extensive experience in purchasing raw materials in the commodity markets. From time to time, management has taken positions in various ingredients to assure supply and to protect margins on anticipated sales volume.
Sales and Distribution
Energizer’s products are marketed primarily through a direct sales force, but also through exclusive and non-exclusive distributors and wholesalers. In the United States, the direct sales team for Household Products has been reorganized into a Customer Management Team focused on key business accounts in several categories, including food, mass merchandise and specialty. Since October 1, 2007, the Playtex and Schick sales forces in the United States have been combined to form a team focused on Energizer’s Personal Care product lines. Energizer distributes its products to consumers through numerous retail locations worldwide, including mass merchandisers and warehouse clubs, food, drug and convenience stores, electronics specialty stores and department stores, hardware and automotive centers and military stores.
Although a large percentage of Energizer’s sales are attributable to a relatively small number of retail customers, in fiscal 2008, only Wal-Mart Stores, Inc. and its subsidiaries, as a group, accounted for more than ten percent of Energizer’s annual sales. For fiscal year 2008, this customer accounted for, in the aggregate, approximately 20.8% of Energizer’s sales.
Patents, Technology and Trademarks
Energizer owns a number of U.S., Canadian and foreign trademarks, which Energizer considers of substantial importance and which are used individually or in conjunction with other Energizer trademarks.
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These include “Eveready”, “Energizer”, "Energizer Max", “Energizer UltraPlus”, “Energizer Ultimate”, “Schick”, “Wilkinson Sword”, “Intuition”, “Quattro”, “Xtreme 3”, “Protector”, “Lady Protector”, “Silk Effects”, “ST Slim Twin”, “Exacta”, “Banana Boat”, “Hawaiian Tropic”, “Binky”, “Diaper Genie”, “Drop-Ins”, “First Sipster”, “Gentle Glide”, “Sport”, “Get on the Boat”, “HandSaver”, “Insulator”, “Insulator Sport”, “NaturaLatch”, “Natural Shape”, “Ortho Pro”, “Quick Straw”, “QuikBlok”, “Sipster”, “Sport”, “VentAire”, and “Wet Ones”, the Energizer Bunny and the Energizer Man character. As a result of the Playtex acquisition, Energizer also owns royalty-free licenses in perpetuity to the “Playtex” and “Living” trademarks in the United States, Canada and many foreign jurisdictions related to certain feminine hygiene, baby care, gloves and other products, but excluding certain apparel related products.
Energizer’s ability to compete effectively in the battery, wet shave, skin care, feminine care and infant care industries depends, in part, on its ability to maintain the proprietary nature of its technology and manufacturing processes through a combination of patent and trade secret protection, non-disclosure agreements, licensing, and cross-licensing agreements. Energizer owns or licenses from third parties a considerable number of patents, patent applications and other technology which Energizer believes are extremely significant to its business. These relate primarily to battery product and lighting device improvements, additional battery product features, shaving product improvements and additional features, plastic applicators for tampons, baby bottles and nipples, disposable liners and plastic holders for the nurser systems, children’s drinking cups, pacifiers, sunscreen formulations, diaper disposal systems, and breast pump products and improvements, and manufacturing processes.
As of September 30, 2008, Energizer owned (directly or beneficially) approximately 872 unexpired United States patents which have a range of expiration dates from October 2008 to January, 2026, and had approximately 405 United States patent applications pending. It routinely prepares additional patent applications for filing in the United States. Energizer also actively pursues foreign patent protection in a number of foreign countries. As of September 30, 2008, Energizer owned (directly or beneficially) approximately 2,069 foreign patents and had approximately 1,194 patent applications pending in foreign countries.
Since publications of discoveries in the scientific or patent literature tends to lag behind actual discoveries by several months, Energizer cannot be certain that its subsidiaries were the first creator of inventions covered by pending patent applications or the first to file patent applications on such inventions.
Seasonality
Sales and operating profit for Household Products tends to be seasonal, with large purchases of batteries by consumers during the December holiday season, and increases in retailer inventories during late summer and autumn. In addition, natural disasters such as hurricanes can create conditions that drive exceptional needs for portable power and spike battery and flashlight sales. The wet shave business does not exhibit significant seasonal variability.
Customer orders for sun care products are highly seasonal, which has historically resulted in higher sun care sales to retailers during the late winter through mid-summer months.
Competition
The Household Products and Personal Care businesses are highly competitive, both in the United States and on a global basis, as large manufacturers with global operations compete for consumer acceptance and, increasingly, limited retail shelf space. Competition is based upon brand perceptions, product performance, customer service and price.
Unit growth in the battery category had been positive for many years, but unit volume declined on a year over year basis in 2008 due primarily to soft overall category demand in most developed markets. Higher-
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performance primary and rechargeable batteries have been growing at the expense of lower-performing batteries. Energizer’s principal battery competitors in the United States are Duracell International, Inc., a subsidiary of Procter & Gamble Company, and Spectrum Brands, Inc. Private-label sales by large retailers have also been growing in significance in some parts of the world. Duracell and Panasonic are significant competitors in South and Central America, Asia and Europe, and local and regional battery manufacturers in Asia and Europe also compete for battery sales.
The global shaving products business, comprised of wet shave blades and razors, electric shavers, lotions and creams, is one of the fastest-growing consumer product segments worldwide. The wet shave segment of that business, the segment in which Energizer participates, is further segmented between razor systems and disposable products. Geographically, North America, Western Europe and Japan represent relatively developed and stable markets with demographic trends that result in a stable, predictable number of shaving consumers. These markets are expected to rely primarily on new premium priced product introductions for growth as category blade unit consumption has been relatively flat for a number of years. As a result of demographic trends, however, there is a significant growth trend predicted for the wet shave segment in Latin American, Asian and Eastern European countries. Energizer’s principal competitors in the wet shave business worldwide are Procter & Gamble Company, which is the leading company in the global wet shave segment, and Bic Group, which competes primarily in the disposable segment.
The markets for skin care, feminine care and infant care products are also highly competitive, characterized by the frequent introduction of new products, accompanied by major advertising and promotional programs. Its competitors consist of a large number of domestic and foreign companies, including Procter & Gamble Company and Kimberly-Clark Corp. in feminine care, Schering-Plough and Johnson & Johnson in skin care, and Gerber, a division of The Nestle Corporation, and Dorel Industries, Inc., in infant care.
Energizer has a significant market position in most geographic markets in which its businesses compete.
Governmental Regulation and Environmental Matters
Energizer’s operations are subject to various federal, state, foreign and local laws and regulations intended to protect the public health and the environment. These regulations relate primarily to worker safety, air and water quality, underground fuel storage tanks and waste handling and disposal.
The Company has received notices from the U.S. Environmental Protection Agency, state agencies, and/or private parties seeking contribution, that it has been identified as a “potentially responsible party” (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act, and may be required to share in the cost of cleanup with respect to seven federal “Superfund” sites. It may also be required to share in the cost of cleanup with respect to two state-designated sites, and certain international locations. Liability under the applicable federal and state statutes which mandate cleanup is strict, meaning that liability may attach regardless of lack of fault, and joint and several, meaning that a liable party may be responsible for all of the costs incurred in investigating and cleaning up contamination at a site. However, liability in such matters is typically shared by all of the financially viable responsible parties, through negotiated agreements. Negotiations with the U.S. Environmental Protection Agency, the state agencies that are involved on the state-designated sites, and other PRPs are at various stages with respect to the sites. Negotiations involve determinations of the actual responsibility of the Company and the other PRPs at the site, appropriate investigatory and/or remedial actions, and allocation of the costs of such activities among the PRPs and other site users.
The amount of the Company’s ultimate liability in connection with those sites may depend on many factors, including the volume and toxicity of material contributed to the site, the number of other PRPs and their financial viability, and the remediation methods and technology to be used.
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In addition, the Company undertook certain programs to reduce or eliminate the environmental contamination at the rechargeable battery facility in Gainesville, Florida, which was divested in November 1999. Responsibility for those programs was assumed by the buyer at the time of the divestiture. In 2001, the buyer, as well as its operating subsidiary which owned and operated the Gainesville facility, filed petitions in bankruptcy. In the event that the buyer and its affiliates become unable to continue the programs to reduce or eliminate contamination, the Company could be required to bear financial responsibility for such programs as well as for other known and unknown environmental conditions at the site. Under the terms of the Reorganization Agreement between the Company and Ralston Purina Company, however, which has been assumed by an affiliate of The Nestle Corporation, Ralston’s successor is obligated to indemnify the Company for 50% of any such liabilities in excess of $3 million.
Under the terms of the Stock and Asset Purchase Agreement between Pfizer, Inc. and the Company, relating to the acquisition of the SWS business, environmental liabilities related to pre-closing operations of that business, or associated with properties acquired, are generally retained by Pfizer, subject to time limitations varying from 2 years to 10 years following closing with respect to various classes or types of liabilities, minimum thresholds for indemnification by Pfizer, and maximum limitations on Pfizer’s liability, which thresholds and limitations also vary with respect to various classes or types of liabilities.
Many European countries, as well as the European Union, have been very active in adopting and enforcing environmental regulations. In many developing countries in which the Company operates, there has not been significant governmental regulation relating to the environment, occupational safety, employment practices or other business matters routinely regulated in the United States. As such economies develop, it is possible that new regulations may increase the risk and expense of doing business in such countries.
Accruals for environmental remediation are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. These accruals are adjusted periodically as assessments take place and remediation efforts progress, or as additional technical or legal information becomes available.
It is difficult to quantify with certainty the potential financial impact of actions regarding expenditures for environmental matters, particularly remediation, and future capital expenditures for environmental control equipment. Nevertheless, based upon the information currently available, the Company believes that its ultimate liability arising from such environmental matters, taking into account established accruals of $11.8 million for estimated liabilities at September 30, 2008, should not be material to the business or financial condition of the Company.
Certain of Energizer’s products are subject to regulation under the Federal Food, Drug and Cosmetic Act and are regulated by the U.S. Food and Drug Administration (“FDA”).
The FDA is currently considering a monograph that would set testing requirements and labeling standards for sunscreen products. It is anticipated that the FDA may take action on this matter in the near future. If implemented, the monograph would likely result in new testing requirements and revised labeling for the “Banana Boat” and “Hawaiian Tropic” product lines, as well as competitors’ products, within one to two years after issuance. Energizer is not able to estimate the costs of complying with these changes at this time.
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Available Information
Energizer regularly files periodic reports with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K and quarterly reports on Form 10-Q, as well as, from time to time, current reports on Form 8-K, and amendments to those reports. The SEC maintains an Internet site containing these reports, and proxy and information statements, at http://www.sec.gov. These filings are also available free of charge on Energizer’s website, at www.energizer.com, as soon as reasonably practicable after their electronic filing with the SEC.
Other Matters
The descriptions of the business of, and the summary of selected financial data regarding Energizer appearing under “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION – Household Products Overview and - Personal Care Overview on pages 10 and 11, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION – Financial Results” on page 11, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Liquidity and Capital Resources” on pages 14 through 16, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION – Seasonal Factors” on page 17, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Operating Results, and Segment Results” on pages 12 through 14, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Operating Results - Research and Development” on page 12, “ENERGIZER HOLDINGS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Segment Information” on pages 42 through 44 of the Energizer Holdings, Inc. 2008 Annual Report, are hereby incorporated by reference.
Item 1A. Risk Factors.
Investing in ENR Stock involves risks. Energizer may amend or supplement the risk factors described below from time to time by other reports it files with the SEC in the future.
General economic conditions can significantly impact Energizer’s financial results.
In general, Energizer’s financial results can be significantly affected by negative economic conditions, inflationary or deflationary pressures, high labor or material and commodity costs, and unforeseen changes in consumer demand or buying patterns. These general risks are, of course, currently heightened as economic conditions globally have deteriorated significantly and may remain at a recessionary level for the foreseeable future. These economic conditions could have potentially significant impacts on employment levels, consumer demand, and credit availability in many countries where Energizer operates, with a direct impact on our sales and profitability, as well as our ability to generate sufficient internal cash flows or access credit at reasonable rates in order to meet future operating expenses and liquidity requirements, fund capital expenditures or service debt as it becomes due. Tighter credit markets could also result in supplier or customer disruptions. Increasing retailer customer concentration on a global scale as a response to economic conditions could result in reduced sales outlets for our products, greater negotiating pressures on Energizer, and global pricing requirements across markets. Although we believe our current sources of credit are generally financially sound and that our access to credit will not be significantly limited, debt capital markets have tightened, banks have exerted more leverage in obtaining more favorable terms, and the solvency of some banks and financial institutions has been challenged by sub-prime lending difficulties as well as other economic and market developments.
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Energizer’s foreign operations are very significant to it, and results can be impacted by a number of risks specific to international operations, including currency fluctuations.
Energizer’s businesses are currently conducted on a worldwide basis, with about half of its sales arising out of foreign operations, and a significant portion of its production capacity located overseas. Consequently, Energizer is subject to a number of significant risks associated with its subsidiaries doing business in foreign countries. As a significant portion of our sales are denominated in local currencies, but reported in U.S. dollars, the strengthening of the dollar relative to such currencies can negatively impact our reported sales and operating profits. Additionally, while sales are made in local currency, a high percentage of product costs for our foreign operations are denominated in U.S. dollars. The impact of changes in currency rates has been especially heightened by current global economic conditions and significant devaluations of local currencies in comparison to the U.S. dollar, extreme volatility in exchange rates, and a material negative impact on our results. Other risks and considerations include:
Continuing increases in raw material costs or disruptions in supply of raw materials could erode Energizer’s profit margins, and negatively impact manufacturing output and operating results.
Continuing increases in the prices of raw materials could significantly affect our profit margins and operating results. In the past, substantial increases in a number of materials have been partially offset by price increases. However, there is no certainty that future increases will be offset, especially given the competitive environment. Other materials, particularly electrolytic manganese dioxide, steel, caustic potash and resin, have increased in price recently, and our ability to maintain price levels and cut costs to offset these increases is not assured. In addition, the supply of certain raw materials can be significantly disrupted by labor activity, political conflict, and disruptions to sourcing or transportation activities, which could impact our manufacturing output.
Energizer has a material amount of goodwill, trademarks and other intangible assets, as well as other long-lived assets, which, if they became impaired would result in a reduction in net income.
Current accounting standards require that intangible assets with indefinite lives be periodically evaluated for impairment. Declines in our profitability and/or estimated cash flow streams related to specific intangible assets may impact the fair value of these intangible assets and other long-lived assets, which could result in an impairment charge. These charges may have an adverse impact on our operating results and financial position.
In order to complete the acquisition of Playtex and refinance existing Playtex indebtedness, Energizer took on substantial debt, which could impair its financial condition.
Energizer’s current debt level remains at almost $3 billion due primarily to the financing of the Playtex acquisition in fiscal year 2008. Unforeseen fluctuations in operating cash flows or an inability to maintain compliance with debt covenants, including our debt to EBITDA (earnings before interest, taxes, depreciation and amortization) ratio, could result in higher interest costs, or potentially a breach of the debt covenants and consequent default on existing debt facilities. Energizer’s ability to meet future operating expenses and
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liquidity requirements, fund capital expenditures or service debt as it becomes due could also be impacted. The degree of Energizer’s indebtedness could have other adverse consequences, including:
Energizer operates in highly competitive industries.
The industries in which Energizer operates, including battery, wet-shave, skin care, feminine care and infant care, are highly competitive, both in the United States and on a global basis, as a limited number of large manufacturers compete for consumer acceptance and limited retail shelf space. As product placement, facings and shelf-space are at the sole discretion of our retailer customers, and often impacted by competitive activity, the visibility and availability of our full portfolio of products can be limited. Competitors may also be able to obtain exclusive distribution at particular retailers, or favorable in-store placement, resulting in a negative impact on our sales.
Competition is based upon brand perceptions, product performance and innovation, customer service and price. Energizer’s ability to compete effectively may be affected by a number of factors:
The battery, wet shave, skin care, feminine care and infant care industries have been notable for the pace of innovations in product life, product design and applied technology. Energizer and its competitors have made, and continue to make, investments in research and development with the goal of further innovation. If competitors introduce new or enhanced products that significantly outperform Energizer’s, or if they develop or apply manufacturing technology which permits them to manufacture at a significantly lower cost relative to Energizer’s, Energizer may be unable to compete successfully in the market segments affected by these changes.
Category growth and performance of the product categories in which we compete may be impacted by economic conditions, changes in technology, and device trends, which could directly impair Energizer’s operating results and growth prospects.
In light of current recessionary conditions, consumers may significantly reduce primary battery purchases, or shift purchases to lower cost private label or carbon zinc batteries, or to lower margin larger package sizes. Similarly, consumers may shift purchases from our branded Personal Care products to private label goods. Continuing improvements in size and shape, recharge time, and duration of discharge for rechargeable batteries have increased the utilization of such batteries in portable electronic devices, which may negatively impact consumption of our products in the future. Development and commercialization
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of new battery or personal care technologies not available to Energizer could also negatively impact our results and prospects.
The anticipated benefits of Energizer’s acquisition of Playtex could be impacted by a number of risks specific to the Playtex businesses.
Many of the products of Playtex are subject to regulation by various federal and state agencies, primarily as to product safety, efficacy, manufacturing, advertising, labeling and safety reporting. The exercise of broad regulatory powers by the Food and Drug Administration continues to result in increases in the amounts of required testing and documentation. The regulatory agencies with purview over the operations of Playtex businesses have administrative powers that may result in such actions as product withdrawals, recalls, seizure of products and other civil and criminal sanctions. In some cases it may be deemed advisable for Energizer to initiate product recalls. Potential health risks caused by certain Playtex products could also result in significant product liability claims or consumer complaints. These potential regulatory actions and claims could materially restrict or impede the operations of Playtex and adversely affect its operating results. Other risks and considerations include:
Because Energizer assumed all liabilities of the Playtex businesses, unknown, unforeseen, or larger than estimated liabilities associated with the operation of those businesses prior to the acquisition could become significant to Energizer.
In addition, the descriptions of risk factors impacting Energizer appearing under “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION – Household Products Overview, and - Personal Care Overview on pages 10 and 11, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Liquidity and Capital Resources” on pages 14 through 16, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Inflation” on page 17, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Environmental Matters” on page 17, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Market Risk Sensitive Instruments and Positions” on pages 16 and 17, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Critical Accounting Policies” on pages 18 and 19, and “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Forward-Looking Information” on pages 19 and 20, of the Energizer Holdings, Inc. 2008 Annual Report, are hereby incorporated by reference.
Item 1B. Unresolved Staff Comments.
Not applicable.
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Item 2. Properties
A list of Energizer’s principal plants and facilities as of the date of filing follows. Energizer believes that such plants and facilities, in the aggregate, are adequate, suitable and of sufficient capacity for purposes of conducting its current business. During the fiscal year ended September 30, 2008, for Energizer Household Products, alkaline manufacturing facilities were utilized on average 74%, based on an essentially 100% 7/24 mode. Energizer’s carbon zinc facilities were utilized on average at approximately 54%. Energizer Personal Care manufacturing facilities for the skin care, feminine care and infant care businesses were utilized, on average, at approximately 57% of capacity, while the facilities for the wet shave business were utilized, on average, at approximately 80%.
HOUSEHOLD PRODUCTS
In addition to the properties identified above, Energizer and its subsidiaries own and/or operate sales offices, regional offices, storage facilities, distribution centers and terminals and related properties.
(1) Leased (2) Two plants and separate packaging facility (3) Research facility (4) Less than 20% owned interest(5) Bulk packaging or labeling (6) Three facilities, one of which is leased (7) Two facilities, one of which is leased.
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Item 3. Legal Proceedings
The Company and its subsidiaries are parties to a number of legal proceedings in various jurisdictions arising out of the operations of the Company business. 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, the Company believes that its ultimate liability, if any, arising from pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, should not be material to the Company’s financial position, taking into account established accruals for estimated liabilities. These liabilities, however, could be material to results of operations or cash flows for a particular quarter or year.
See also the discussion captioned "Governmental Regulation and Environmental Matters" under Item 1 above.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 4a. Executive Officers Of The Registrant.
A list of the executive officers of Energizer and their business experience follows. Ages shown are as of December 31, 2008.
Ward M. Klein - Chief Executive Officer of Energizer since January, 2005. Prior to his current position he served as President and Chief Operating Officer from 2004 to 2005, and as President, International from 2002 to 2004. Mr. Klein joined Ralston Purina Company in 1979. He also served as President and Chief Operating Officer - Asia Pacific and PanAm from 2000 to 2002, as Vice President - Asia Pacific for Energizer from March to September, 2000, as Vice President and Area Chairman, Asia Pacific, Africa and Middle East for battery operations from 1998 to 2000, as Area Chairman, Latin America from 1996-98, as Vice President, General Manager Global Lighting Products, 1994-96 and as Vice President of Marketing, 1992-94. Age: 53.
Joseph McClanathan - President and Chief Executive Officer, Energizer Household Products since November, 2007. Prior to his current position and title, he served as President and Chief Executive Officer, Energizer Battery from 2004 to 2007, and President, North America from 2002 to 2004. Mr. McClanathan joined the Eveready Battery division of Union Carbide Corporation in 1974. He served as Vice President, North America of Energizer from 2000 to 2002, as Vice President and Chairman, North America of Eveready Battery Company, Inc. from 1999 to 2000, as Vice President, Chief Technology Officer from 1996 to 1999, and as Vice President, General Manager, Energizer Power Systems division from 1993 to 1996. Age: 56.
David P. Hatfield – President and Chief Executive Officer, Energizer Personal Care since November, 2007. Prior to his current position and title, he served as President and Chief Executive Officer, Schick-Wilkinson Sword from April to November, 2007, as Executive Vice President and Chief Marketing Officer, Energizer Battery from 2004 to 2007, as Vice President, North American and Global Marketing, from 1999 to 2004. Age: 48.
Daniel J. Sescleifer - Executive Vice President and Chief Financial Officer of Energizer since October, 2000. Mr. Sescleifer served as Vice President and Treasurer of Solutia Inc. from July-October, 2000, as Vice President and Treasurer of Ralcorp Holdings, Inc, from 1996 to 2000, and as Director, Corporate Finance of Ralcorp Holdings, Inc. from 1994 to 1996. Age: 46.
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Gayle G. Stratmann - Vice President and General Counsel of Energizer since March, 2003. Ms. Stratmann joined Eveready Battery Company, Inc. in 1990. Prior to her current position, she served as Vice President, Legal Matters - Operations of Eveready Battery Company, Inc. since 2002. From 1996 to 2002, she served as Assistant General Counsel - Domestic. Age: 52.
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters and Issuer Purchases of Equity Securities.
ENR Stock is listed on the New York Stock Exchange. As of September 30, 2008, there were approximately 12,360 shareholders of record of the ENR Stock.
The following table sets forth the range of market prices for ENR Stock for the period from October 1, 2006 to September 30, 2008. No dividends were declared or paid on ENR Stock during that period, and the Company does not currently intend to pay dividends during fiscal year 2009.
No shares of common stock were purchased during the quarter ended September 30, 2008.
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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*Among Energizer Holdings, Inc., The S&P Midcap 400 IndexAnd the S&P Household Products Index
*$100 invested on 9/30/03 in stock & index-including reinvestment of dividends.Fiscal year ending September 30.
Item 6. Selected Financial Data.
The “ENERGIZER HOLDINGS, INC. - SUMMARY SELECTED HISTORICAL FINANCIAL INFORMATION” appearing on page 21 of the Energizer Holdings, Inc. 2008 Annual Report is hereby incorporated by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Information appearing under "ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION" on pages 10 through 20, and the information appearing under "ENERGIZER HOLDINGS, INC - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Segment Information" on pages 42 through 44, of the Energizer Holdings, Inc. 2008 Annual Report is hereby incorporated by reference.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
Information appearing under "ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Market Risk Sensitive Instruments and Positions" on pages 16 and 17 of the Energizer Holdings, Inc. 2008 Annual Report is hereby incorporated by reference.
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Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements of Energizer and its subsidiaries appearing on pages 24 through 44, together with the report thereon of PricewaterhouseCoopers LLP on page 23, and the supplementary data under "ENERGIZER HOLDINGS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Quarterly Financial Information (Unaudited)” on page 44 of the Energizer Holdings, Inc. 2008 Annual Report are hereby incorporated by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Ward M. Klein, Energizer’s Chief Executive Officer, and Daniel J. Sescleifer, Energizer’s Executive Vice President and Chief Financial Officer, evaluated Energizer’s disclosure controls and procedures as of September 30, 2008, the end of the Company’s 2008 fiscal year, and determined that such controls and procedures were effective and sufficient to ensure compliance with applicable laws and regulations regarding appropriate disclosure in the Annual Report, and that there were no material weaknesses in those disclosure controls and procedures. They have also indicated that during the Company’s fourth fiscal quarter of 2008 there were no changes which have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
Management’s Report on Internal Control Over Financial Reporting, appearing on page 22, and the Report of the Independent Registered Public Accounting Firm, appearing on page 23, of the Energizer Holdings, Inc. 2008 Annual Report, are hereby incorporated by reference.
Item 9B. Other Information
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information required by this item, which will be in our Proxy Statement under the captions “Information About Nominees and Other Directors,” “Board of Directors Standing Committees,” and “Committee Charters, Governance and Codes of Conduct,” which will be filed within 120 days of the end of the fiscal year ended September 30, 2008, is hereby incorporated by reference.
The rules of the Securities and Exchange Commission require that the Company disclose late filings of reports of stock ownership and changes in stock ownership by its directors and executive officers. On April 23, 2008, Mr. William Stiritz, who retired from the Board of Directors on April 30, 2008, filed late Form 5’s for fiscal years 2005, 2006 and 2007, disclosing gifts of ENR Stock which he made during those years which were not previously reported. The Company had relied on certifications from Mr. Stiritz that all disclosable transactions for each year had been reported on Form 4’s filed for each such year. To the best of the Company’s knowledge, all of the filings for the Company’s other executive officers and directors were made on a timely basis in 2008.
The Company has adopted a code of ethics that is applicable to its executive officers and employees, including its Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Controller, and a separate code of ethics applicable to its directors. The Company’s codes of ethics have been posted
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on the Company’s website at www.energizer.com under “-Codes of Conduct.” In the event that an amendment to, or a waiver from, a provision of one of the codes of ethics occurs and it is determined that such amendment or waiver is subject to the disclosure provisions of Item 5.05 of Form 8-K, the Company intends to satisfy such disclosure by posting such information on its website for at least a 12-month period.
Item 11. Executive Compensation.
The information required by this item, which will be in our Proxy Statement under the caption ”Executive Compensation,” which will be filed within 120 days of the end of the fiscal year ended September 30, 2008, is hereby incorporated by reference.
The information contained in “Nominating and Executive Compensation Committee Report” shall not be deemed to be “filed” with the Securities and Exchange Commission or subject to the liabilities of the Exchange Act, except to the extent that the Company specifically incorporates such information into a document filed under the Securities Act or the Exchange Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item, which will be in our Proxy Statement under the captions “Stock Ownership Information” and "Common Stock Ownership of Directors and Executive Officers," which will be filed within 120 days of the end of the fiscal year ended September 30, 2008, is hereby incorporated by reference.
Securities Authorized for Issuance Under EquityCompensation Plans as of September 30, 2008
Note: in addition to the number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, as of September 30, 2008, 1,421,490 restricted stock equivalents have been granted under the terms of the shareholder-approved Energizer Holdings, Inc. 2000 Incentive Stock Plan, Energizer’s only equity compensation plan (other than benefit plans intended to meet the qualification requirements of Section 401(a) of the Internal Revenue Code). Since September 30, 2008, an additional 641,300 restricted stock equivalents have been granted under the terms of that Plan, 174,896 of the outstanding equivalents as of September 30 have vested and converted into outstanding shares of ENR Stock, and 2,037 of the outstanding equivalents as of that date have subsequently been forfeited and will
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not convert into outstanding shares of ENR Stock. 1,202,082 of the aggregate outstanding equivalents either (i) vest over varying periods of time following grant, and at that time, convert, on a one-for-one basis, into shares of ENR Stock, or (ii) have already vested but conversion into shares of ENR Stock has been deferred, at the election of the recipient, until retirement or termination of employment. An additional 683,775 equivalents granted in 2006, 2007 and 2008 will vest only upon achievement of 3-year performance measures. The number of securities indicated in column (c) reflects not only the exclusion of securities which will be issued upon exercise of outstanding options, warrants and rights, but also the exclusion of securities which will be issued upon conversion of outstanding restricted stock equivalents.
Item 13. Certain Relationships and Related Transactions.
The information required by this item, which will be in our Proxy Statement under the captions “Director Independence” and “Certain Relationships and Related Transactions,” which will be filed within 120 days of the end of the fiscal year ended September 30, 2008, is hereby incorporated by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this item, which will be in our Proxy Statement under the captions “Selection of Auditors,” which will be filed within 120 days of the end of the fiscal year ended September 30, 2008, is hereby incorporated by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
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Form of Non-Qualified Stock Option dated May 19, 2003*
Energizer Holdings, Inc. Note Purchase Agreement dated as of June 1, 2003
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20
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*Denotes a management contract or compensatory plan or arrangement.
FINANCIAL STATEMENT AND SCHEDULES
The consolidated financial statements of the Registrant have been incorporated by reference under Item 8. Financial statements of the Registrant's 50% or less owned companies have been omitted because, in the aggregate, they are not significant.
Schedules not included have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 26, 2008
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