0001096752-12-000110.txt : 20121108 0001096752-12-000110.hdr.sgml : 20121108 20121108171100 ACCESSION NUMBER: 0001096752-12-000110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20121108 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121108 DATE AS OF CHANGE: 20121108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGIZER HOLDINGS INC CENTRAL INDEX KEY: 0001096752 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 431863181 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15401 FILM NUMBER: 121190860 BUSINESS ADDRESS: STREET 1: 533 MARYVILLE UNIVERSITY DRIVE CITY: ST LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 3149852161 MAIL ADDRESS: STREET 1: 533 MARYVILLE UNIVERSITY DRIVE CITY: ST LOUIS STATE: MO ZIP: 63141 8-K 1 a8-k093012.htm 8-K 8-K 09.30.12


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 8, 2012
Energizer Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Missouri
 
1-15401
 
43-1863181
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
533 Maryville University Drive
St. Louis, Missouri 63141
(Address of principal executive offices)
Registrant’s telephone number, including area code: (314) 985-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02. Results Of Operations And Financial Condition.
On November 8, 2012, Energizer Holdings, Inc. (the "Company") issued a press release announcing financial and operating results for its fourth fiscal quarter ended September 30, 2012 and fiscal 2013 guidance. This press release, which included the attached unaudited Statement of Earnings for the quarter, is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 2.05. Costs Associated with Exit or Disposal Activities.
On November 4, 2012 the Board of Directors of Energizer Holdings, Inc. (“Energizer” or the “Company”) approved a restructuring plan and delegated authority to the Company's management to determine the final plan with respect to these initiatives. The plan was developed in connection with an assessment of the Company's cost structure and operating model undertaken to improve its cost competitiveness and deliver enhanced financial returns.

These actions are expected to reduce the global workforce by more than 10%, or approximately 1,500 colleagues.

In order to achieve these savings, we are undertaking efforts to:
•
Rationalize and streamline operations facilities in the Household Products Division:
◦
Close Maryville, MO battery manufacturing facility
◦
Close St. Albans, VT battery manufacturing facility
◦
Close Tampoi, Malaysia battery packaging facility
◦
Streamline Asheboro, NC battery manufacturing and packaging facilities
◦
Streamline Walkerton, Canada packaging facility
◦
Streamline lights manufacturing in China
•
Consolidate G&A functional support across the organization;
•
Streamline the Household Products Division product portfolio to enable increased focus on our core battery business;
•
Streamline the marketing organization within our Household Products division;
•
Optimize our go-to-market strategies and organization structures within our international markets;
•
Reduce overhead spending including changes to benefit programs and other targeted spending reductions; and
•
Create a center-led purchasing function to drive procurement savings.
In addition, there are on-going analyses of our international footprint, legal entity structure and global delivery of transactional services to identify and assess additional scale efficiencies. These assessments will be completed in the coming months.

At this time, the Company is not able, in good faith, to make a determination of the timing or estimated amount or range of amounts to be incurred for each major type of cost nor the charge that will result in future cash expenditures. The Company will file an amendment to this report upon the determination of such amounts. The Company anticipates, however, that a substantial portion of the actions will be completed by the end of fiscal 2014. The Company estimates one-time charges associated with achieving these benefits to be approximately 1.25 times gross annualized savings, of which approximately 25% to 30% are estimated to be non-cash charges. The Company anticipates that $120 million to $140 million of these one-time charges will occur in fiscal 2013. Additionally, the Company expects to incur additional incremental capital expenditures, primarily in information technology.

We expect that a majority of the one-time charges associated with these initiatives are expected to be recorded within the next 12 to 18 months as restructuring costs will likely be incurred ahead of achieving estimated savings.

The Company issued a press release on November 8, 2012 announcing these plans. A copy of that press release is furnished with this Form 8-K as Exhibit 99.2.




This Form 8-K contains forward-looking statements including without limitation those regarding Energizer's future business outlook, potential cost savings and the timing of any such savings, costs to achieve such savings, future investment in the business, actions required to obtain the savings detailed, the impact of cost savings on financial metrics, future earnings, future earnings per share, changes to operating metrics, business strategy, the timing or amount of capital expenditures, compensation practices and the timing of future announcements. Forward-looking statements are not based on historical facts but instead reflect the Company's expectations, estimates or projections concerning future results or events. These statements generally can be identified by the use of forward-looking words or phrases such as "believe," "expect," "anticipate," "may," "could," "intend," "belief," "estimate," "plan," "likely," "will," "should" 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 the Company's actual results, performance or achievements to differ materially from those expressed in or indicated by those statements. We cannot assure you that any of the Company's expectations, estimates or projections will be achieved. Numerous factors could cause the Company's actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation:
•
Energizer's ability to timely implement its strategic initiatives in a manner that will positively impact our financial condition and results of operations;
•
The impact of strategic initiatives on Energizer's relationships with its employees, its major customers and vendors;
•
Energizer's ability to improve operations and realize cost savings;    
•
General market and economic conditions;
•
The success of new products and the ability to continually develop new products;
•
Energizer's ability to predict consumption trends with respect to the overall battery category and Energizer's other businesses;
•
Energizer's ability to continue planned advertising and other promotional spending;
•
The impact of raw material and other commodity costs;
•
The impact of foreign currency exchange rates and offsetting hedges on Energizer's profitability for the year with any degree of certainty;
•
The impacts of interest and principal repayment from our debt;
•
The impact of legislative or regulatory determinations or changes by federal, state and local, and foreign authorities, including taxing authorities;
•
Local currency movements.

The list of factors above is illustrative, but by no means exhaustive. In addition, estimates provided in this press release are preliminary and could change as the assessment develops, new information is obtained and the implementation progresses. 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 Energizer's publicly filed documents; including its annual report on Form 10-K for the year ended September 30, 2011 as supplemented by the Current Report filed on Form 8-K on December 15, 2011. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

Item 7.01. Regulation FD Disclosure.
On November 8, 2012, the Company issued a press release announcing its multi-year restructuring program. A copy of the press release is furnished hereto as Exhibit 99.2 hereto.

The information furnished pursuant to this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


ENERGIZER HOLDINGS, INC.


By:  /s/ Daniel J. Sescleifer                                                
Daniel J. Sescleifer
Executive Vice President and Chief Financial Officer

Dated: November 8, 2012





EXHIBIT INDEX

Exhibit No.        Description

99.1
Press Release, dated November 8, 2012, Results Of Operations And Financial Condition
    
99.2
Press Release, dated November 8, 2012, Multi-Year Restructuring Program




 EX-99.1 2 enrpr093012.htm PRESS RELEASE, RESULTS OF OPERATIONS AND FINANCIAL CONDITION ENR PR 09.30.12




Exhibit 99.1
Energizer Holdings, Inc.
533 Maryville University Dr.
St. Louis, MO 63141
FOR IMMEDIATE RELEASE
Company Contact
November 8, 2012
Jacqueline E. Burwitz
Vice President, Investor Relations
314-985-2169
Jacquelinee.burwitz@energizer.com

Energizer Holdings, Inc. Announces Fourth Quarter Results and
Provides Fiscal 2013 Outlook for Adjusted EPS of $6.75 to $7.00 and GAAP EPS of $5.30 to $5.70 per diluted share

Fourth Quarter Highlights
• Net Earnings per diluted share of $1.84
• Adjusted net earnings per diluted share of $1.76 (a)
• Net Sales of $1,143.2 million (b)
(a) See Diluted EPS table below
(b) See Net Sales — Total Company table below

St. Louis —November 8, 2012—Energizer Holdings, Inc. (NYSE: ENR) today announced results for the fourth fiscal quarter ended September 30, 2012. Net earnings for the quarter were $117.0 million, or $1.84 per diluted share, as compared to net earnings of $45.8 million, or $0.67 per diluted share, in the fourth fiscal quarter of 2011.
The following table provides a reconciliation of net earnings per diluted share to adjusted net earnings per diluted share, which is a non-GAAP measure.
 
 
Quarter Ended September 30,
 
Fiscal Year Ended September 30,
 
 
2012
 
2011
 
2012
 
2011
Diluted EPS - GAAP
 
$
1.84

 
$
0.67

 
$
6.22

 
$
3.72

Impacts, net of tax: Expense/(Income)
 
 
 
 
 
 
 
 
     Household Products restructuring
 
—

 
0.22

 
(0.09
)
 
0.89

     Early debt retirement / duplicate interest
 
—

 
0.03

 
—

 
0.21

     Other realignment / integration
 
0.09

 
0.01

 
0.15

 
0.15

     Acquisition inventory valuation
 
—

 
—

 
—

 
0.06

     Venezuela devaluation/other impacts
 
—

 
0.01

 
—

 
0.03

     Litigation provision
 
(0.13
)
 
—

 
—

 
—

     Early termination of interest rate swap
 
—

 
—

 
0.02

 
—

     Adjustment to prior years' tax accruals
 
(0.04
)
 
0.16

 
(0.10
)
 
0.14

          Diluted EPS - adjusted (Non-GAAP)
 
$
1.76

 
$
1.10

 
$
6.20

 
$
5.20

See Footnote 2 for a reconciliation of GAAP Net Earnings to Adjusted Net Earnings.
        







"We are pleased to report adjusted diluted earnings per share of $6.20 for fiscal 2012, which were at the top end of our outlook," said Ward Klein, Chief Executive Officer.  "We remain pleased with our Hydro launches across the men's and women's segments and gained share in branded razors and blades during fiscal 2012. Even with significant competitive pressures, our Personal Care segment delivered solid profit growth with sustained sales. Despite declining global battery trends, our Household Products division delivered increased segment profit, excluding the impact of currencies, behind cost savings actions and targeted price increases. In addition, we continued to make progress in our working capital initiative, lowering our working capital as a percent of sales by 150 basis points in fiscal 2012.

"In a separate release today, we provided the details of our multi-year restructuring program. This initiative represents a significant and necessary change to our overall cost structure and organization and is expected to improve cash flow in Household Products while supporting growth in our Personal Care division," Klein continued. "We expect that the annualized, pre-tax savings will be approximately $200 million and should be fully realized in fiscal 2015. We anticipate approximately 25% of these savings will be invested in our brands and innovation pipeline resulting in a net, pre-tax earnings impact of approximately $150 million.

"For fiscal 2013, our initial financial outlook range for adjusted diluted earnings per share is $6.75 to $7.00, including estimated net cost savings from our restructuring efforts in fiscal 2013, but excluding restructuring costs. This represents growth in adjusted diluted earnings per share over fiscal 2012 of 9% to 13%."
Net Sales - Total Company (In millions - Unaudited)
 
 
 
 
Quarter and Fiscal Year Ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Q4
 
%Chg
 
Fiscal Year
 
%Chg
Net Sales - FY '11
 
$
1,198.8

 
 
 
$
4,645.7

 
 
Organic
 
(18.9
)
 
(1.5
)%
 
(55.6
)
 
(1.2
)%
Impact of currency
 
(36.7
)
 
(3.1
)%
 
(69.1
)
 
(1.5
)%
Impact of ASR acquisition
 
—

 
—
 %
 
46.2

 
1.0
 %
     Net Sales - FY '12
 
$
1,143.2

 
(4.6
)%
 
$
4,567.2

 
(1.7
)%

For the fourth fiscal quarter, organic sales declined 1.5% due primarily to the negative impact in Household Products from decreased shelf space and reduced hurricane volume in the U.S., and continued global battery category volume softness.
For the year, organic sales were down 1.2% due to lower Household Products net sales for the reasons noted above, which offset a slight increase in Personal Care sales.
Gross margin for the quarter ended September 30, 2012, was 46.1%, up approximately 60 basis points, and up approximately 150 basis points excluding the impact of unfavorable currencies. The increase in gross margin was due primarily to improved product costs in Household Products and lower trade promotional spending in Personal Care.
For the full fiscal year, gross margin as a percent of sales was 46.8%, up approximately 60 basis points, and up approximately 100 basis points excluding the negative impact of unfavorable currencies driven by product cost and pricing improvements in Household Products.
For the quarter, advertising and promotion (A&P) was $99.6 million, or 8.7% of net sales, as compared to $138.8 million, or 11.6% of net sales in the prior year quarter. As planned, A&P spending levels in the fourth fiscal quarter of 2012 were below year ago as the prior year quarter included substantially higher levels of promotional activities in support of the global Schick Hydro launch.
For the full year, A&P as a percent of net sales was approximately 10%, compared with approximately 11% in the prior fiscal year. Full fiscal year 2012 A&P spending was in line with the level of average spending for periods just prior to the initial launch of Schick Hydro in April of 2010.
Total selling, general and administrative expense (SG&A) was $215.0 million, or 18.8% of net sales, for the current year quarter as compared to $217.4 million, or 18.1% of net sales, for the prior year quarter. The current year quarter includes the reversal of a previously established litigation reserve of $13.5 million, after the presiding court ordered a new trial with respect to the claims on which a jury verdict awarded damages against an Energizer subsidiary. Exclusive of this impact, SG&A increased by approximately $10 million in the quarter due to higher expense related to the change in the underlying value of our unfunded deferred compensation liabilities. This expense was approximately $3 million in the fiscal 2012 quarter and was






income of approximately $7 million in the prior year quarter. In addition, the fourth quarter SG&A includes $7 million in costs associated with our enterprise-wide cost structure and operating model review.
On a year to date basis, SG&A was $895.1 million, up $39.0 million. This increase was due primarily to the items noted above and higher incentive compensation expense for bonus and stock awards as performance targets were achieved in fiscal 2012 and were not achieved in fiscal 2011 due, in part, to our prior year strategic investment initiatives.

Personal Care
Net Sales - Personal Care (In millions - Unaudited)
 
 
 
 
Quarter and Fiscal Year Ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Q4
 
%Chg
 
Fiscal Year
 
%Chg
Net Sales - FY '11
 
$
605.4

 
 
 
$
2,449.7

 
 
Organic
 
2.9

 
0.5
 %
 
15.0

 
0.6
 %
Impact of currency
 
(18.2
)
 
(3.0
)%
 
(31.4
)
 
(1.3
)%
Impact of ASR
 
—

 
—
 %
 
46.2

 
1.9
 %
     Net Sales - FY '12
 
$
590.1

 
(2.5
)%
 
$
2,479.5

 
1.2
 %

For the quarter, net sales decreased 2.5% due primarily to the impact of unfavorable currencies. Organic sales were essentially flat due to a number of offsetting factors including:
•
Wet Shave net sales decreased 2.4% on a reported basis, and increased 1.3% excluding the impact of unfavorable currencies, despite intense competitive activities. Increased sales of Schick Hydro and Hydro Silk were partially offset by lower sales of legacy men's and women's systems and disposables,

•
Net sales in Skin Care increased significantly, approximately 11%, and 13% excluding unfavorable currencies, due to higher sales across all areas including growth in international markets,

•
Net sales in Feminine Care decreased approximately 13% due to high promotional activity behind competitive product launches, and

•
Net sales in Infant Care decreased approximately 7% due to category softness, heightened competitive activity and higher promotional and trade support behind bottles.
  
Net sales for the fiscal year ended September 30, 2012 increased 1.2% on a reported basis, which includes a full twelve months for ASR in fiscal 2012 as compared to only ten months in fiscal 2011, due to the timing of the acquisition. On an organic basis, net sales increased 0.6% due to:

•
Net sales in Wet Shave, inclusive of the ASR impact, increased 3% on a reported basis and 5% excluding the impact of unfavorable currencies. This growth was driven by increased sales of Schick Hydro and the launches of Schick Hydro 5 Power Select and Hydro Silk women's systems offset by lower sales of legacy branded men's and women's systems,

•
Net sales in Skin Care increased approximately 1% primarily on higher sales of Sun Care in international markets,

•
Net Sales in Infant Care decreased 9% due to category softness and competitive activity and

•
Net sales in Feminine Care decreased 5% as Gentle Glide declines were partially offset by continued growth in Sport.







Segment Profit - Personal Care (In millions - Unaudited)
 
 
 
 
Quarter and Fiscal Year Ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Q4
 
%Chg
 
Fiscal Year
 
%Chg
Segment Profit - FY '11
 
$
78.0

 
 
 
$
408.4

 
 
Operations
 
36.5

 
46.8
 %
 
68.3

 
16.8
 %
Impact of currency
 
(5.0
)
 
(6.4
)%
 
(6.0
)
 
(1.5
)%
     Segment Profit - FY '12
 
$
109.5

 
40.4
 %
 
$
470.7

 
15.3
 %

Segment profit for the quarter was $109.5 million, up 40.4% including the unfavorable impact of currencies. Operationally, segment profit increased $36.5 million, or 46.8%, due to lower planned A&P spending in the quarter as the Schick Hydro launch cycle matured.
Segment profit for the fiscal year ended September 30, 2012 was $470.7 million, up 15.3% on lower planned A&P as described above, and higher gross margins due to increased sales in Wet Shave and Skin Care products, partially offset by higher overheads.

Household Products
Net Sales - Household Products (In millions - Unaudited)
 
 
 
 
Quarter and Fiscal Year Ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Q4
 
%Chg
 
Fiscal Year
 
%Chg
Net Sales - FY '11
 
$
593.4

 
 
 
$
2,196.0

 
 
Organic
 
(21.8
)
 
(3.7
)%
 
(70.6
)
 
(3.2
)%
Impact of currency
 
(18.5
)
 
(3.1
)%
 
(37.7
)
 
(1.7
)%
     Net Sales- FY '12
 
$
553.1

 
(6.8
)%
 
$
2,087.7

 
(4.9
)%

Net sales decreased 6.8% for the fourth fiscal quarter of 2012 versus the same quarter a year ago inclusive of a 3.1% decline due to unfavorable currencies.  Organically, net sales declined $21.8 million, or 3.7%, driven by significant prior year hurricane response volumes, the negative impact on shipments and market share in the U.S. due to the loss of shelf space and display activities, primarily at a key U. S. customer, and continued softness in the household battery category. The aforementioned declines were partially offset by the favorable impact of pricing gains in the U.S. and certain Latin America markets.
Net Sales for the twelve months decreased 4.9% inclusive of a 1.7% decline due to unfavorable currencies.  Organic sales declined 3.2% due primarily to a slow start to the fiscal year as net sales were adversely impacted by a shift in timing of holiday deliveries, significant prior year hurricane response volumes that did not repeat at similar levels during this fiscal year, increasing household battery category volume softness and the negative impact of lost shelf space and display activities in the second half of the fiscal year as noted above.
Household battery category unit volumes in our measured markets continued to decline, down approximately 5% in the latest twelve week data.  Approximately two points of the decline were due to significant prior year hurricane volumes in the U.S. that did not repeat at similar levels during this fiscal year.







Segment Profit - Household Products (In millions - Unaudited)
Quarter and Fiscal Year Ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Q4
 
%Chg
 
Fiscal Year
 
%Chg
Segment Profit - FY '11
 
$
115.1

 
 
 
$
410.6

 
 
Operations
 
8.7

 
7.6
 %
 
12.1

 
3.0
 %
Impact of currency
 
(11.0
)
 
(9.6
)%
 
(22.5
)
 
(5.5
)%
     Segment Profit - FY '12
 
$
112.8

 
(2.0
)%
 
$
400.2

 
(2.5
)%

Segment profit for the quarter was $112.8 million, down $2.3 million, or 2.0%, versus the same quarter last year due primarily to unfavorable currencies. Operationally, segment profit increased $8.7 million, or 7.6%, as the top-line shortfalls noted above were offset by spending reductions and lower product costs. 
Segment profit for the twelve months in fiscal 2012 was $400.2 million, a decrease of $10.4 million, or 2.5%, due to the impact of unfavorable currencies.  Operationally, segment profit was up $12.1 million as reduced gross margin due to continued household battery volume softness was more than offset by pricing gains, cost savings related to our 2011 restructuring program and reduced A&P spending. 

Other Items
Interest expense was $33.2 million for the quarter, essentially flat as compared to the prior year quarter as the prior year quarter included duplicate interest of approximately $3 million related to the timing of our fiscal 2011 refinancing. Excluding this duplicate interest in the prior year quarter, interest expense was higher in the fiscal 2012 quarter due to a slightly higher average interest rate on borrowings as a result of the term loan and private placement note refinancing, which was completed in May 2012.
Other financing was substantially favorable for the quarter as compared to the prior year as the prior year included a $16 million exchange loss from the strengthening of the U.S. dollar during the final month of fiscal 2011, which negatively impacted the local currency carrying value of certain non-functional obligations of our foreign affiliates. This did not recur in the final quarter of fiscal 2012. In addition, the current year quarter includes approximately $1 million of income from the settlement of foreign exchange hedging contracts as compared to a loss of approximately $8 million for foreign exchange hedging contracts in the prior year quarter.
For fiscal 2012, the Company's effective tax rate was 27.7%. This included approximately $7 million of favorable return to provision and other adjustments for prior years recorded in the second half of the fiscal year. Exclusive of these favorable adjustments, the effective tax rate was approximately 29%, which was somewhat improved as compared to our previous estimate which was in the 30% range, primarily due to favorable earnings mix between our domestic and foreign affiliates.
Average diluted shares outstanding for the fourth fiscal quarter of 2012 were 63.7 million, down 5.0 million shares as compared to the same period in fiscal 2011 due to the combined effects of share repurchases in fiscal 2011 and 2012. During the fourth quarter of fiscal 2012, we repurchased 2.8 million shares at a cost of approximately $199 million.
For the quarter, capital expenditures were approximately $35 million and depreciation expense was approximately $36 million. For the full fiscal year, capital expenditures were approximately $111 million, and depreciation expense was $139 million.

2013 Restructuring Project
As discussed in a separate press release issued today, the Company expects restructuring initiatives over the next two fiscal years will result in gross annualized pre-tax cost savings of approximately $200 million, which should be fully realized in fiscal 2015. The Company expects that approximately 75% of the savings will improve profitability and the remaining portion of savings will be invested to drive long-term growth. Costs of the restructuring program are estimated to be in the range of 1.25 times gross savings. For further information on the impact of the restructuring efforts on the 2013 outlook, please see the "2013 Outlook" section below.

Working Capital Update
As previously disclosed, we committed to improving working capital as a percent of sales in excess of 400 basis points, which we estimate would result in a reduction of more than $200 million of working capital. We are targeting completion of the






actions required to drive this improvement by the end of fiscal 2013 so that, if targeted reductions are realized, we could achieve the full benefit in fiscal 2014.
As shown on the attachments to this press release, working capital as a percent of net sales for fiscal 2012 was 21.4%, an improvement of 150 basis points versus the comparable fiscal 2011 baseline metric of 22.9%. To date, we have achieved modest improvements in both Days Sales Outstanding and Days in Inventory and a more measurable improvement in Days Payable Outstanding as compared to the base metrics. This is in line with our expectations, as we assumed that we would achieve certain benefits sooner, while others would take longer to implement.
The company expects to experience a temporary increase in inventory days as we execute certain Household Products manufacturing footprint changes as part of our announced 2013 Restructuring Project. We expect to provide insight on the level of these temporary inventory builds in our quarterly updates.

Fiscal 2013 Financial Outlook
The company's initial financial outlook for adjusted, diluted earnings per share is $6.75 to $7.00. This outlook includes estimated net pre-tax restructuring savings of $25 to $35 million for fiscal 2013 and does not include any share repurchases during the fiscal year.
Overall, the company expects low-single digit sales growth in fiscal 2013. Within Personal Care, we expect mid-single digit sales growth driven by innovation across our categories, especially in Wet Shave and Skin Care. For Household Products, we expect a low-single digit sales decline driven by continuing category volume declines and the full year impact of the previously discussed shelf space and display losses in the U.S.
We expect full year A&P as a percent of net sales will be in line to slightly above fiscal 2012, but spending will vary by quarter based on promotional plans.

Based on current market conditions, we do not expect commodities or currencies to have a material impact versus fiscal 2012.

On a GAAP basis, the Company's initial financial outlook for GAAP diluted earnings per share is in the range of $5.30 to $5.70, inclusive of pre-tax restructuring costs in the range of $120 to $140 million. Our initial outlook range for GAAP diluted earnings per share is somewhat wider due to the complexity of estimating the timing of costs during a significant restructuring program.
 
Webcast Information
In conjunction with this announcement, the Company will hold an investor conference call beginning at 5:30 p.m. eastern time today. The call will focus on fourth-quarter earnings and earnings guidance for fiscal 2013. All interested parties may access a live webcast of this conference call at www.energizerholdings.com, under “Investors", “Investor Information”, and “Webcasts and Presentations” tabs or by using the following link:

http://phx.corporate-ir.net/phoenix.zhtml?c=124138&p=irol-EventDetails&EventId=4838035

For those unable to participate during the live webcast, a replay will be available on www.energizerholdings.com, under “Investors”, “Investor Information”, “Webcasts and Presentations”, and "Audio Archives" tabs.
# # #
Non-GAAP Financial Measures. While the Company reports financial results in accordance with accounting principles generally accepted in the U.S. (“GAAP”), this discussion includes non-GAAP measures. These non-GAAP measures, such as historical and forward-looking adjusted diluted earnings per share, operating results, organic sales and other comparison changes, which exclude the impact of currencies, the acquisition of ASR including related integration and transaction costs, the costs associated with restructuring, a gain on the sale of a facility closed as a result of restructuring, unusual litigation items, costs associated with the early retirement of debt and early termination of related interest rate swaps, the impact of accounting rules on our Venezuelan operations, prior years' tax accruals and certain other items as outlined in the table below are not in accordance with, nor are they a substitute for, GAAP measures. The Company believes these non-GAAP measures provide a meaningful comparison to the corresponding historical or future period and assist investors in performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures.







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, statements regarding future company-wide or segment sales, earnings and earnings per share, investments, initiatives, capital expenditures, product launches, consumer trends, cost savings related to restructuring projects and the timing of such savings, improvements to working capital levels and the timing and savings associated with such improvements, the impact of price increases, advertising and promotional spending, the impact of foreign currency movements, category value and future growth in our businesses. These statements generally can be identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “intend,” “belief,” “estimate,” “plan,” "predict," “likely,” “will,” “should” 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, performance or achievements to differ materially from those expressed in or 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:
•
General market and economic conditions;
•
The success of new products and the ability to continually develop new products;
•
Energizer's ability to predict category and product consumption trends;
•
Energizer's ability to continue planned advertising and other promotional spending;
•
Energizer's ability to timely execute its strategic initiatives in a manner that will positively impact our financial condition and results of operations and does not disrupt our business operations;
•
The impact of strategic initiatives on Energizer's relationships with its employees, its major customers and vendors;
•
Energizer's ability to maintain and improve market share in the categories in which we operate despite competitive pressure;
•
Energizer's ability to improve operations and realize cost savings;
•
The impact of raw material and other commodity costs;
•
The impact of foreign currency exchange rates and offsetting hedges on Energizer's profitability for the year with any degree of certainty;
•
The impact of interest and principal repayment of our existing and any future debt;
•
The impact of legislative or regulatory determinations or changes by federal, state and local, and foreign authorities, including taxing authorities;
•
The impact of currency movements.

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 Energizer’s publicly filed documents, including its annual report on Form 10-K for the year ended September 30, 2011as supplemented by the Current Report filed on Form 8-K on December 15, 2011.








ENERGIZER HOLDINGS, INC.
STATEMENT OF EARNINGS
(Condensed)
(In millions, except per share data - Unaudited)

 
 
Quarter Ended September 30,
 
Twelve Months Ended September 30,
 
 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
 
 
 
Net sales
 
$
1,143.2

 
$
1,198.8

 
$
4,567.2

 
$
4,645.7

Cost of products sold
 
615.8

 
652.8

 
2,429.3

 
2,500.0

Gross profit
 
527.4

 
546.0

 
2,137.9

 
2,145.7

 
 
 
 
 
 
 
 
 
Selling, general and administrative expense
 
215.0

 
217.4

 
895.1

 
856.1

Advertising and promotion expense
 
99.6

 
138.8

 
449.5

 
524.0

Research and development expense
 
30.6

 
30.8

 
112.5

 
108.3

Household Products restructuring
 
0.4

 
19.4

 
(6.8
)
 
79.0

Interest expense
 
33.2

 
33.3

 
127.3

 
121.4

Cost of early debt retirements
 
—

 
—

 
—

 
19.9

Other financing items, net
 
(6.6
)
 
24.7

 
(5.1
)
 
31.0

Earnings before income taxes
 
155.2

 
81.6

 
565.4

 
406.0

Income tax provision
 
38.2

 
35.8

 
156.5

 
144.8

Net earnings
 
$
117.0

 
$
45.8

 
$
408.9

 
$
261.2

 
 
 
 
 
 
 
 
 
Earnings per share
 
 
 
 
 
 
 
 
   Basic
 
$
1.86

 
$
0.67

 
$
6.30

 
$
3.75

   Diluted
 
$
1.84

 
$
0.67

 
$
6.22

 
$
3.72

 
 
 
 
 
 
 
 
 
Weighted average shares of common stock - Basic
 
62.8

 
68.0

 
64.9

 
69.6

Weighted average shares of common stock - Diluted
 
63.7

 
68.7

 
65.7

 
70.3

 
 
 
 
 
 
 
 
 

See Accompanying Notes to Unaudited Condensed Financial Statements






Energizer Holdings, Inc.
Notes to Condensed Financial Statements
September 30, 2012
(In millions, except per share data - Unaudited)


1.
Operating results for any quarter are not necessarily indicative of the results for any other quarter or the full year.

2.
The following table provides a reconciliation of net earnings - GAAP to adjusted net earnings - Non - GAAP.

 
 
Quarter Ended September 30,
 
Twelve Months Ended September 30,
 
 
2012
 
2011
 
2012
 
2011
Net Earnings - GAAP
 
$
117.0

 
$
45.8

 
$
408.9

 
$
261.2

Impacts, net of tax: Expense (Income)
 
 
 
 
 
 
 
 
  Household Products restructuring
 
0.3

 
15.3

 
(5.7
)
 
63.3

  Early debt retirement
 
—

 
1.9

 
—

 
14.4

  Other realignment/integration
 
6.0

 
1.3

 
10.2

 
10.5

  Acquisition inventory valuation
 
—

 
—

 
—

 
4.4

  Venezuela devaluation/other impacts
 
—

 
0.5

 
—

 
1.8

  Litigation provision
 
(8.5
)
 
—

 
—

 
—

  Early termination of interest rate swap
 
—

 
—

 
1.1

 
—

  Adjustment to prior years' tax accruals
 
(2.8
)
 
10.8

 
(7.0
)
 
9.7

     Net earnings - adjusted (Non-GAAP)
 
$
112.0

 
$
75.6

 
$
407.5

 
$
365.3


3.
Operations for the Company are managed via two segments - Personal Care (Wet Shave, Skin Care, Feminine Care and Infant Care) and Household Products (Battery and Portable Lighting). On November 23, 2010, which was in the first quarter of fiscal 2011, we completed the acquisition of American Safety Razor (ASR). ASR is a leading global manufacturer of private label/value wet shaving razors and blades, and industrial and specialty blades and is part of the Company' s Personal Care segment. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses, share-based compensation costs, costs associated with most restructuring, acquisition integration or business realignment activities, litigation provisions and amortization of intangible assets. Financial items, such as interest income and expense, are managed on a global basis at the corporate level.

The Company's operating model includes a combination of stand-alone and combined business functions between the Personal Care and Household Products businesses, 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 Company applies a fully allocated cost basis, in which shared business functions are allocated between the segments. Such allocations do not represent the costs of such services, if performed on a stand-alone basis.

For the quarter and fiscal year ended September 30, 2012, the 2011 Household Products restructuring activities generated pre-tax expense of $0.4 and pre-tax income of $6.8, respectively, with year to date pre-tax income driven by the gain on the sale of our former battery manufacturing facility in Switzerland, which was shut down in fiscal 2011. This gain was partially offset by $6.0 of additional restructuring costs in the twelve month period. For the quarter and fiscal year ended September 30, 2011, the Household Products restructuring activities generated pre-tax expense of $19.4 and $79.0, respectively.

The reduction in gross margin associated with the write-up and subsequent sale of inventory acquired in the acquisition of ASR, which was $7.0, pre-tax, in the prior year twelve months, is not reflected in the Personal Care segment, but rather presented as a separate line item below segment profit, as it is a non-recurring item directly associated with the ASR acquisition.








On May 19, 2011, the Company completed the issuance of $600.0 principal amount of 4.7% Senior Notes due May 2021, with interest paid semi-annually beginning November, 2011. The vast majority of the proceeds of the offering were used to repay existing indebtedness including the early redemption of certain private placement notes. The early retirement of the certain private placement notes resulted in the payment of “make whole” premiums totaling $19.9, pre-tax, which are reflected as a separate line item on the Consolidated Statements of Earnings as well as the reconciliation of segment results to total earnings before income taxes included in this footnote. In addition, the notice period required to repay certain private placement notes resulted in duplicate interest expense of approximately $3.0, which is included in Interest Expense on the Consolidated Statements of Earnings (Condensed).

The presentation for inventory write-up, acquisition transaction and integration costs, and substantially all of restructuring and realignment costs, reflects management’s view on how it evaluates segment performance.

Segment sales and profitability for the quarter and fiscal year ended September 30, 2012 and 2011, respectively, are presented below.

 
 
Quarter Ended September 30,
 
Twelve Months Ended September 30,
Net Sales
 
2012
 
2011
 
2012
 
2011
   Personal Care
 
$
590.1

 
$
605.4

 
$
2,479.5

 
$
2,449.7

   Household Products
 
553.1

 
593.4

 
2,087.7

 
2,196.0

     Total net sales
 
$
1,143.2

 
$
1,198.8

 
$
4,567.2

 
$
4,645.7

 
 
 
 
 
 
 
 
 
Operating Profit
 
 
 
 
 
 
 
 
   Personal Care
 
$
109.5

 
$
78.0

 
$
470.7

 
$
408.4

   Household Products
 
112.8

 
115.1

 
400.2

 
410.6

     Total operating profit
 
222.3

 
193.1

 
870.9

 
819.0

   General corporate and other expenses
 
(38.6
)
 
(26.4
)
 
(151.7
)
 
(119.9
)
   Household Products restructuring
 
(0.4
)
 
(19.4
)
 
6.8

 
(79.0
)
   Acquisition inventory valuation
 
—

 
—

 
—

 
(7.0
)
   Litigation provision (A)
 
13.5

 
—

 
—

 
—

   ASR integration/transaction costs
 
(2.1
)
 
(1.9
)
 
(8.4
)
 
(13.5
)
   Other realignment
 
(7.3
)
 
—

 
(7.3
)
 
—

   Amortization of intangibles
 
(5.6
)
 
(5.8
)
 
(22.7
)
 
(21.3
)
   Venezuela devaluation/other impacts
 
—

 
(0.5
)
 
—

 
(1.8
)
   Cost of early debt retirements
 
—

 
—

 
—

 
(19.9
)
   Interest and other financing items
 
(26.6
)
 
(57.5
)
 
(122.2
)
 
(150.6
)
     Total earnings before income taxes
 
$
155.2

 
$
81.6

 
$
565.4

 
$
406.0

 
(A) Reversal of third quarter fiscal 2012 provision.






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

 
 
Quarter Ended September 30,
 
%
 
Twelve Months Ended September 30,
 
%
Net Sales
 
2012
 
2011
 
Change
 
2012
 
2011
 
Change
   Wet Shave
 
$
431.9

 
$
442.5

 
(2
)%
 
$
1,687.6

 
$
1,637.4

 
3
 %
   Alkaline batteries
 
349.3

 
371.9

 
(6
)%
 
1,263.4

 
1,311.7

 
(4
)%
   Other batteries and lighting products
 
203.8

 
221.5

 
(8
)%
 
824.3

 
884.3

 
(7
)%
   Skin Care
 
66.0

 
59.4

 
11
 %
 
423.0

 
417.6

 
1
 %
   Feminine Care
 
45.4

 
52.3

 
(13
)%
 
185.5

 
195.1

 
(5
)%
   Infant Care
 
46.8

 
50.5

 
(7
)%
 
180.3

 
198.0

 
(9
)%
   Other personal care products
 
—

 
0.7

 
NM
 
3.1

 
1.6

 
NM
     Total net sales
 
$
1,143.2

 
$
1,198.8

 
(5
)%
 
$
4,567.2

 
$
4,645.7

 
(2
)%

4.
Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted 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.






5.
Working Capital Metrics at September 30, 2011 and 2012, respectively, are presented below.

Fiscal '11 Baseline Working Capital Metrics
 
 
 
 
 
 
($ in millions)
 
FY '11
 
Days
 
 
 
 
 
 
 
 
  Working Capital Improvement Objective:
  Receivables, as reported (1)
 
$
717.5

 
 
 
   -- improve working capital investment in all
  Less: Trade allowance in accrued liabilities
 
(96.6
)
 
 
 
          three major working capital categories
  Receivables, adjusted (2)
 
620.9

 
48.8

 
 
 
 
 
 
 
 
   -- Targeted working capital reduction of more
Inventories
 
697.1

 
101.7

 
           than $200 million v. FY'11 baseline
 
 
 
 
 
 
 
Accounts Payable
 
253.4

 
37.0

 
   -- improve working capital as a % of net sales
 
 
 
 
 
 
            by more than 400 basis points versus
            FY '11 baseline.
   Average Working Capital, net (3)
 
$
1,064.6

 
 
 
 
 
 
 
 
 
 
   -- improvements targeted by the end of fiscal
   Average Working Capital as % of Net Sales (4)
 
22.9
%
 
 
 
           '13 for full benefit in FY '14
 
 
 
 
 
 
 
(1) Receivables reflects reclass adjustments disclosed in Q2 2012, for all quarters in fiscal 2011.
(2) Trade receivable adjusted for trade allowance recorded as a reduction of net sales per US GAAP, but included in accrued expenses on the consolidated balance sheet.
(3) Average Working Capital for FY '11 calculated using an average of the four quarter end balances for each working capital component.
(4) Average Working Capital / FY '11 net sales.

Fiscal '12 Working Capital Metrics
 
 
 
 
 
 
($ in millions)
 
FY '12
 
Days
 
 
 
 
 
 
 
 
 
  Receivables, as reported (1)
 
$
697.7

 
 
 
 
  Less: Trade allowance in accrued liabilities
 
(101.8
)
 
 
 
 
  Receivables, adjusted (2)
 
$
595.9

 
47.6

 
 
 
 
 
 
 
 
 
Inventories
 
667.3

 
100.3

 
 
 
 
 
 
 
 
 
Accounts Payable
 
286.8

 
43.1

 
 
 
 
 
 
 
 
 
   Average Working Capital, net (3)
 
$
976.4

 
 
 
 
 
 
 
 
 
 
 
   Average Working Capital as % of Net Sales (4)
 
21.4
%
 
 
 
 
 
 
 
 
 
 
 
(1) Receivables reflects reclass adjustments disclosed in Q2 2012, for all periods included in the calculation.
(2) Trade receivable adjusted for trade allowance recorded as a reduction of net sales per US GAAP, but included in accrued expenses on the consolidated balance sheet.
(3) Average Working Capital calculated using an average of the latest four quarter end balances for each working capital component.
(4) Average Working Capital / Trailing 4 Quarter net sales.
 
 
 
 
 
 
 
Statements in this Working Capital Comparative are not guarantees of performance and are inherently subject to known and unknown risks and uncertainties which could cause actual performance or achievements to differ materially from those expressed in or indicated by those statements. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements. Please refer to Energizer's publicly filed documents for the risks that may cause actual results to differ from statements herein, including its annual report on Form 10-K for the year ended September 30, 2011 as supplemented by the Current Report filed on Form 8-K on December 15, 2011.


 EX-99.2 3 a8-k93012ex992.htm PRESS RELEASE, MULTI-YEAR RESTRUCTURING PROGRAM 8-K 9.30.12 Ex 99.2


Exhibit 99.2
Energizer Holdings, Inc.
533 Maryville University Dr.
St. Louis, MO 63141
FOR IMMEDIATE RELEASE
Company Contact
November 8, 2012
Jacqueline E. Burwitz
Vice President, Investor Relations
314-985-2169
Jacquelinee.burwitz@energizer.com

Energizer Holdings, Inc. Announces Multi-Year Restructuring Program
Estimated Gross Annualized Pre-Tax Cost Savings of approximately $200 Million

St. Louis —November 8, 2012—Energizer Holdings, Inc. (NYSE: ENR) today announced that its Board of Directors authorized an enterprise-wide restructuring plan and has delegated authority to the company's management to determine the final plan with respect to these initiatives.

Energizer expects to achieve gross annualized pre-tax cost savings of approximately $200 million as a result of this restructuring project. The Company expects that nearly three quarters of the savings will improve profitability, and the remaining portion of the savings will be invested in the business to drive long-term growth. The Company estimates one-time charges associated with achieving these benefits to be approximately 1.25 times gross annualized savings, of which approximately 25% to 30% are estimated to be non-cash charges.

The Company expects that a substantial portion of the actions necessary to achieve the targeted savings should be completed by the end of fiscal 2014 and the total savings are expected to be fully realized in fiscal 2015. A majority of the one-time charges associated with these initiatives are expected to be recorded within the next 12 to 18 months as restructuring costs will likely be incurred ahead of achieving estimated savings (see exhibit - schedule of savings and costs estimates).

These actions are expected to reduce the global workforce by more than 10%, or approximately 1,500 colleagues.

In order to achieve these savings, we are undertaking efforts to:
•
Rationalize and streamline operations facilities in the Household Products Division:
◦
Close Maryville, MO battery manufacturing facility
◦
Close St. Albans, VT battery manufacturing facility
◦
Close Tampoi, Malaysia battery packaging facility
◦
Streamline Asheboro, NC battery manufacturing and packaging facilities
◦
Streamline Walkerton, Canada packaging facility
◦
Streamline lights manufacturing in China
•
Consolidate G&A functional support across the organization;
•
Streamline the Household Products Division product portfolio to enable increased focus on our core battery business;
•
Streamline the marketing organization within our Household Products division;
•
Optimize our go-to-market strategies and organization structures within our international markets;
•
Reduce overhead spending including changes to benefit programs and other targeted spending reductions; and
•
Create a center-led purchasing function to drive procurement savings.





In addition, there are on-going analyses of our international footprint, legal entity structure and global delivery of transactional services to identify and assess additional scale efficiencies. These assessments will be completed in the coming months.

The Company expects these savings will generate increased cash flow and improve key operating metrics, including gross margin and overheads as a percent of sales. In addition, approximately a quarter of the gross savings will be used to increase investment in brand building and innovation to drive future growth, and enable investments in information technology systems to improve capabilities and reduce costs. 

"These actions represent significant and necessary changes to our overall cost structure and organization. We have performed a thorough review of our current and future business requirements and have identified the changes that will support our long-term strategies to maximize cash flow in Household Products, enable continued growth in Personal Care and drive shareholder value," said Ward Klein, Chief Executive Officer. "We believe that these changes enhance Energizer's ability to continue to compete effectively in the personal care and household products categories. We have redesigned our short term and long term compensation structures to align the organization to achieve the targeted savings, increase return on invested capital and improve shareholder returns. We are fully committed to achieving targeted savings and will pursue these initiatives with urgency and focus.

“Finally, in support of this effort, we have created the position of Vice President, Global Business Transformation and have named Brian Hamm, our current Vice President of Finance, Household Products, to this role. Brian will report directly to me and will oversee the successful execution of this multi-year program. We will provide regular updates on the progress of these initiatives in future communications."





The exhibit below reflects the Company's initial estimate of the amount of gross savings that may be achieved during this multi-year restructuring initiative, by line item, as presented in the statement of earnings. While actual amounts may vary, these estimates are included to provide additional insight into the potential impact of the restructuring program on certain key metrics that analysts and investors believe are valuable in their analysis of Company performance. The breakdown of the estimated restructuring charges between cash and non-cash is also an initial estimate and is provided as insight into the potential cash flow impact of the multi-year restructuring program.
 
Exhibit
 
 
  ($ in millions)
 
 
 
 
Estimated Amounts
Gross Margin Savings (on-going)
 
$
110.0

Overhead Savings (SG&A; A&P; R&D) (on-going)
 
90.0

Gross Savings (on-going)
 
$
200.0

Investment Spending (on-going)
 
(50.0
)
Pre-Tax Savings (on-going)
 
$
150.0

 
 
 
Estimated Restructuring Charge
 
$
(250.0
)
     - Cash
 
(175.0
)
     - Non-Cash
 
(75.0
)
 
 
 
Incremental Capital Expenditures (primarily IT)
 
$
50.0







Forward Looking Statements. This press release contains forward-looking statements including without limitation those regarding Energizer's future business outlook, potential cost savings and the timing of any such savings, costs to achieve such savings, future investment in the business, actions required to obtain the savings detailed, the impact of cost savings on financial metrics, future earnings, future earnings per share, changes to operating metrics, business strategy, the timing or amount of capital expenditures, compensation practices and the timing of future announcements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events. These statements generally can be identified by the use of forward-looking words or phrases such as "believe," "expect," "anticipate," "may," "could," "intend," "belief," "estimate," "plan," "likely," "will," "should" 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, performance or achievements to differ materially from those expressed in or indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation:     
•
Energizer's ability to timely implement its strategic initiatives in a manner that will positively impact our financial condition and results of operations;
•
The impact of strategic initiatives on Energizer's relationships with its employees, its major customers and vendors;
•
Energizer's ability to improve operations and realize cost savings;    
•
General market and economic conditions;
•
The success of new products and the ability to continually develop new products;
•
Energizer's ability to predict consumption trends with respect to the overall battery category and Energizer's other businesses;
•
Energizer's ability to continue planned advertising and other promotional spending;
•
The impact of raw material and other commodity costs;
•
The impact of foreign currency exchange rates and offsetting hedges on Energizer's profitability for the year with any degree of certainty;
•
The impacts of interest and principal repayment from our debt;
•
The impact of legislative or regulatory determinations or changes by federal, state and local, and foreign authorities, including taxing authorities;
•
Local currency movements.

The list of factors above is illustrative, but by no means exhaustive. In addition, estimates provided in this press release are preliminary and could change as the assessment develops, new information is obtained and the implementation progresses. 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 Energizer's publicly filed documents; including its annual report on Form 10-K for the year ended September 30, 2011as supplemented by the Current Report filed on Form 8-K on December 15, 2011. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

About Energizer:

Energizer Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer goods company operating globally in the broad categories of personal care and household products. Energizer's Personal Care Division offers a diversified range of consumer products in the wet shave, skin care, feminine care and infant care categories. Our portfolio includes well established brand names such as Schick(R) and Wilkinson Sword(R) men's and women's shaving systems and disposables; Edge(R) and Skintimate(R) shave preparations; Playtex(R) tampons, gloves and infant feeding products; Banana Boat(R) and Hawaiian Tropic(R) sun care products and Wet Ones(R) moist wipes. Energizer's Household Products Division offers consumers the broadest range of portable power solutions, anchored by our universally recognized Energizer(R) and Eveready(R) brands.







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