UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________________
FORM
10-K/A
(Amendment
No.
1)
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the
fiscal year ended September 30, 2005
Commission
File No. 001-15401
ENERGIZER
HOLDINGS, INC.
____________________________________
Incorporated
in Missouri IRS Employer Identification No.
43-1863181
533
Maryville University Drive, St. Louis, Missouri 63141
Registrant's
telephone number, including area code: 314-985-2000
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class
|
Name
of each exchange on which registered
|
|
Energizer
Holdings, Inc.
Common
Stock,
par value $.01 per share
|
New
York
Stock Exchange, Inc.
|
|
Energizer
Holdings, Inc.
Common
Stock
Purchase Rights
|
New
York
Stock Exchange, Inc.
|
Indicate
by check
mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405
of the Securities Act.
Yes:
X No:
Indicate
by check
mark if the registrant is not required to file reports pursuant to Section
13 or
15(d) of the Securities Exchange Act of 1934.
Yes: No: X
Indicate
by check
mark whether the registrant (1) has filed all reports required to be
filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding
12 months and (2) has been subject to such filing requirements for the
past 90
days.
Yes: X No:
Indicate
by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K
is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy statements incorporated by reference in
Part III
of this Form 10-K or any amendment to this Form 10-K.
Yes:
X No:
Indicate
by check
mark whether the registrant is an accelerated filer.
Yes:
X No:
Indicate
by check
mark whether the registrant is a shell company.
Yes: No:
X
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, 2005, the last day of the Registrant’s
most recently completed second quarter: $4,059,847,475.
(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 30, 2005:
65,313,324.
DOCUMENTS
INCORPORATED BY REFERENCE
1. Portions
of
Energizer Holdings, Inc. 2005 Annual Report (Parts I and II of Form
10-K).
2. Portions
of
Energizer Holdings, Inc. Notice of Annual Meeting and Proxy Statement
dated
December 9, 2005 (Part III of Form 10-K).
Explanatory
Note
This
Amendment No.
1 on Form 10-K/A amends certain portions of the Annual Report on Form
10-K of
Energizer Holdings, Inc. ("Energizer") for the fiscal year ended September
30,
2005 as filed with the Securities and Exchange Commission on December
5, 2005.
In response to a comment letter from the Commission's Division of Corporation
Finance, we have amended our disclosure under Item 9A. Controls and
Procedures
to be more responsive to the requirements of Item 308(c) of Regulation
S-K, and
we have amended the certifications filed as Exhibits 31(i) and 31(ii)
to reflect
the exact language set forth in Item 601(b)(31) of Regulation S-K. No
other amendments have been made, and this Form 10-K/A does not reflect
events
occurring after the filing of the original Annual Report or modify
or update
those disclosures affected by subsequent events.
PART
I
Item
1. Business.
General
Energizer
Holdings,
Inc., incorporated in Missouri in 1999, is one of the world’s largest
manufacturers of primary batteries, flashlights and men’s and women’s wet-shave
products. 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 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”
Midnight and “Quattro” Power, “Xtreme 3” and “Protector” men’s shaving systems,
as well as the “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 marketed and sold in
more than
90 markets.
Energizer’s
subsidiaries operate 24 manufacturing and packaging facilities in 15
countries
on five continents, and employ 3,683 employees in the United States
and 11,165
in foreign jurisdictions.
Principal
Products
Energizer’s
subsidiaries manufacture and/or market a complete line of primary 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”performance
alkaline and “Energizer e2”Lithium
batteries
in AA and AAA sizes. Energizer also offers “Energizer” Rechargeable NiMH
batteries and chargers, including the 15-Minute 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. In 2005, Energizer
launched an
innovative 6-LED headlight with multiple light output and sleek design
and
several items under our Disney line of lighting products.
Energizer’s
Schick-Wilkinson Sword wet shave business, acquired in 2003, manufactures
and
markets a range of 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. 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,
in 2004 it
introduced an improved “Quattro” Midnight, and in 2005, introduced “Quattro” for
Women, the world’s first four-bladed razor designed for women, as well as the
“Quattro Power” battery-powered men’s shaving system.
Sources
and
Availability of Raw Materials
The
principal raw
materials used in Energizer’s businesses - electrolytic manganese dioxide, zinc,
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, - are sourced on a regional or global basis.
Energizer
believes that adequate supplies of the raw materials required for its
operations
are available at the present time, but 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
battery
and lighting products and wet shave 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 batteries
has
been reorganized into a Customer Management Team focused on key business
accounts in several categories, including food, mass merchandise and
specialty.
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, only Wal-Mart Stores, Inc. and its subsidiaries,
as a group,
account for more than ten percent of Energizer’s sales. For fiscal year 2005,
this customer accounted for, in the aggregate, approximately 17.5%
of
Energizer’s sales.
Patents,
Technology and Trademarks
Energizer’s
operating subsidiaries own a number of trademarks which Energizer considers
of
substantial importance and which are used individually or in conjunction
with
other Energizer trademarks. These include “Eveready”, “Energizer”, “Energizer
e2”,
"Energizer Max",
“Schick”, “Wilkinson Sword”, “Intuition”, “Quattro”, “Xtreme”, “Xtreme 3”,
“Protector”, “Lady Protector”, the Energizer Bunny and the Energizer Man
character.
Energizer’s
ability
to compete effectively in the battery and wet shave 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’s subsidiaries own or license from third parties a
considerable number of patents, patent applications and other technology
which
Energizer believes are extremely significant to its business. These
primarily
relate to battery product and lighting device improvements, additional
battery
product features, shaving product improvements and additional features,
and
manufacturing processes.
As
of September 30,
2005, Eveready Battery Company, Inc., a subsidiary of Energizer, owned
(directly
or beneficially) approximately 480 unexpired United States patents
which have a
range of expiration dates from October 2005 to January 2024, and had
approximately 207 United States patent applications pending. It routinely
prepares additional patent applications for filing in the United States.
Eveready also actively pursues foreign patent protection in a number
of foreign
countries. As of September 30, 2005, Eveready owned (directly or beneficially)
approximately 1,082 foreign patents and had approximately 599 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, Eveready cannot be certain that it was
the first
creator of inventions covered by pending patent applications or the
first to
file patent applications on such inventions.
Seasonality
The
battery
business, particularly in North America, 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. The
wet shave
business does not exhibit seasonal variability. In addition, natural
disasters
can create conditions that drive exceptional needs for portable power
and spike
battery sales.
Competition
Both
the battery
business and the wet shave business 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.
Energizer
competes
in the domestic and global battery markets which have been, in the
past, high
growth markets. Higher performance primary and rechargeable batteries
have been
growing at a faster rate than lower-performing batteries. Energizer’s principal
battery competitors in the United States are Duracell International,
Inc., a
subsidiary of The Procter & Gamble Company, and Spectrum Brands, Inc.
Private-label sales by large retailers have also been growing in
significance. 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 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 The Procter & Gamble Company, which is the leading
company in the global wet shave segment, and Bic Group, which competes
in the
disposable segment only.
Energizer
has a
significant market position in most geographic markets in which it
competes.
Governmental
Regulation and Environmental Matters
The
operations of
the Company, like those of other companies engaged in the battery and
shaving
products businesses, are subject to various federal, state, foreign
and local
laws and regulations intended to protect the public health and the
environment.
These regulations primarily relate 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 eight federal “Superfund” sites. It may also be
required to share in the cost of cleanup with respect to a state-designated
site. 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
agency
that is involved on the state-designated site, 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.
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 $7.2 million for estimated liabilities at September
30,
2005, should not be material to the business or financial condition
of the
Company.
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 - Battery Business
Overview,
and Razors and Blades Business Overview” on page 10, “ENERGIZER HOLDINGS, INC. -
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION - Highlights” 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 and 15, “ENERGIZER
HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION - Operating Results and Segment Results” on pages 11
through 13, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Operating Results -
Research and
Development” on page 11, “ENERGIZER HOLDINGS, INC. - NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS - Segment Information” on pages 41 through 43, of the
Energizer Holdings, Inc. 2005 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 affect Energizer’s financial
results.
Energizer’s
financial results can be significantly affected by general economic
conditions,
inflationary pressures, high labor or material costs and unforeseen
changes in
consumer demand or buying patterns. Changes in Energizer’s ability to generate
sufficient internal cash flows, as well as access to capital markets,
interest
rate fluctuations and other conditions which impact the ability to
borrow, may
negatively affect Energizer’s ability to support capital expansion plans, share
repurchase programs, general operations, research and development
activity, and
advertising and promotional activities.
Energizer
operates in a highly competitive industry.
The
battery
industry and the wet-shave industry 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, increasingly, limited retail shelf space.
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:
| · |
Energizer’s
primary competitor, The Procter & Gamble Company, has substantially
greater financial, marketing and other resources, and greater
market
share, than Energizer does, as well as significant advantages
in
distribution, sales and negotiating leverage with retailers.
|
| · |
Energizer’s
competitors, in both of the industries in which it competes,
may have
lower production, sales and distribution costs, and higher
profit margins,
than Energizer, which may enable them to compete more aggressively
in
offering retail discounts and other promotional incentives.
|
| · |
Loss
of key
retail customers to competitors may erode Energizer’s market share.
|
Both
the battery
and the wet shave 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 significant 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.
Energizer’s
foreign operations are very significant to it, and results can be
impacted by a
number of risks specific to international operations.
Energizer’s
businesses are currently conducted on a worldwide basis, with more
than 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. The operating profits of Energizer may decline
because of
changes in the value of local currencies, or because of hyperinflationary
conditions in developing economies. Other risks and considerations
include:
| · |
the
effect of
foreign income and withholding taxes and the U.S. tax implications
of
foreign source income and losses, and other restrictions
on the flow of
capital between countries;
|
| · |
the
possibility of expropriation, confiscatory taxation or
price controls;
|
| · |
adverse
changes in local investment or exchange control regulations;
|
| · |
political
instability, government nationalization of business or
industries,
government corruption, and civil unrest.
|
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 - Battery Business Overview, and Razors and
Blades
Business Overview” on page 10, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S
DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
-
Liquidity and Capital Resources” on pages 15 and 16, “ENERGIZER HOLDINGS, INC. -
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION - Inflation” on page 15, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S
DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
-
Environmental Matters” on pages 15 and 16, “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 - Business Realignment” on page 17,
“ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION - Critical Accounting Policies” on pages 17
and 18, and “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Forward-Looking Information” on
page 18, of the Energizer Holdings, Inc. 2005 Annual Report, are
hereby
incorporated by reference.
Item
1B. Unresolved
Staff Comments.
Not
applicable.
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, 2005,
alkaline
manufacturing facilities were utilized on average 72%, based on an
essentially
100% 7/24 mode. Energizer’s carbon zinc facilities were utilized on average at
approximately 70%. Wet shave products manufacturing facilities were
utilized, on
average, at approximately 70% of capacity.
BATTERY
PRODUCTS
|
North
America
|
Europe
|
|
Asheboro,
NC
(2)
|
Caudebec
Les
Elbeuf, France (1)(5)
|
|
Bennington,
VT
|
La
Chaux-de-Fonds, Switzerland
|
|
Garrettsville,
OH
|
Tanfield
Lea,
U.K. (1)
|
|
Marietta,
OH
|
|
|
Maryville,
MO
|
Africa
|
|
St.
Albans,
VT
|
Alexandria,
Egypt
|
|
Walkerton,
Ontario, Canada (5)
|
Nakuru,
Kenya
(4)
|
|
Westlake,
OH
(3)
|
|
|
Asia
|
ADMINISTRATIVE
AND
EXECUTIVE
OFFICES
|
|
Bogang,
People’s Republic of China (1)
|
St.
Louis,
Missouri (1)
|
|
Cimanggis,
Indonesia
|
|
|
Ekala,
Sri
Lanka
|
|
|
Johor,
Malaysia
|
|
|
Jurong,
Singapore
|
|
|
Mandaue
Cebu,
Philippines
|
|
|
Tianjin,
People’s Republic of China
|
|
|
WET
SHAVE PRODUCTS
|
|
|
North
America
|
Europe
|
|
Milford,
CT
|
Solingen,
Germany
|
|
South
America
|
Asia
|
|
Caracas,
Venezuela (1)
|
Guangzhou,
People’s Republic of China
|
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 (3)
Research
facility
(4)
Less than 20%
owned interest (5)
Bulk packaging
or labeling
Item
3. Legal
Proceedings
The
Company was
served with a lawsuit filed on August 12, 2003 in the U.S. District
Court for
the District of Massachusetts in Boston, Massachusetts by the Gillette
Company.
The lawsuit alleges that the Company’s “Quattro” men’s shaving system infringes
one of Gillette’s patents with respect to a specific progressive geometric blade
configuration, and petitions the court for injunctive relief as well
as monetary
damages. Gillette filed a motion for a preliminary injunction in the
matter,
which was denied by the Court in an order issued January 15, 2004.
The Court
held that Gillette's patent claims were limited to razors with three
blades, and
so could not cover the four-bladed “Quattro” razor design. Thereafter, Gillette
appealed that decision to the U.S. Court of Appeals for the Federal
Circuit. In
June, 2004, the Company filed a counterclaim against Gillette alleging
that
Gillette committed fraud against the Patent Office when it obtained
its three
blade progressive geometry patent and, therefore, that Gillette’s attempts to
enforce the patent violate U.S. antitrust laws. In November, 2004,
the Company
added another counterclaim against Gillette, alleging breach of contract
under a
1989 Agreement that gave the Company's predecessor, Warner Lambert,
immunity
from suit under the patent at issue. On April 29, 2005, the U.S. Court
of
Appeals for the Federal Circuit vacated the trial court's decision
that
Gillette's claims cover only three-bladed razors, and remanded the
case back to
the trial court for further proceedings. Trial on Gillette’s claims and the
Company’s counterclaims is scheduled to begin in January, 2006.
On
December 19,
2003, Gillette filed suit against the Company’s Wilkinson Sword subsidiary in
Germany alleging that “Quattro” infringes Gillette’s European patent which is
equivalent to the three-blade progressive geometry patent at issue
in the
Massachusetts District Court. At a trial on December 2, 2004, the German
court
hearing the matter held that the patent is limited to razors having
three
blades, and therefore does not cover the Company's four-bladed “Quattro” razor.
Gillette is appealing that decision.
On
February 13,
2004, the Company filed a patent infringement suit against Gillette
in federal
district court in Connecticut. The amended complaint alleges that Gillette
is
infringing a Schick patent concerning the connection of the blade cartridge
to
the razor handle. In January, 2005, Gillette filed a motion for summary
judgment, arguing that the Company’s patent was invalid. In June, 2005, the
Company filed a motion for summary judgment, arguing that the Mach3
and Venus
products infringe the Company’s patent. A date for hearing the motion has not
been set, but any trial on the merits will likely occur in 2006.
In
May, 2004,
Gillette filed three suits against Wilkinson Sword in Hamburg, Germany
seeking
preliminary injunctions. The first suit alleges that sale of the Wilkinson
Sword
“Intuition” razor in Germany infringes a Gillette patent covering the
“Intuition” shower caddy. The second suit alleges that the sale of the Wilkinson
Sword Intuition razor in Germany infringes a Gillette patent covering
the
“Intuition” cartridge container. The third suit alleges that the manufacture and
sale of the Wilkinson Sword “Quattro” razor in Germany infringes a Gillette
patent covering the razor handle. A hearing was held on these three
preliminary
injunction requests on June 16, 2004 and, when the judge indicated
that he was
going to deny the injunctions, Gillette withdrew its requests. Gillette
filed
the same suits against Wilkinson Sword in Düsseldorf, Germany, but did not seek
preliminary relief. The “Intuition” suits are currently on hold pursuant to a
stand-down agreement with Gillette, and Gillette
has
dismissed the third suit relating to “Quattro”and
Gillette's
razor handle patent.
The
Company and its
subsidiaries are parties to a number of other legal proceedings in
various
jurisdictions arising out of the operations of the Company business.
Many of
these legal matters, including those described above, 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.
Not
applicable.
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, 2005.
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: 50.
Joseph
McClanathan
- President and
Chief Executive Officer, Energizer Battery since January, 2004. Prior
to his
current position, he served as 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: 53.
Joseph
E.
Lynch
- President and
Chief Executive Officer, Schick-Wilkinson Sword since January, 2004.
Prior to
his current position, he served as President, Schick-Wilkinson Sword
from March,
2003 to January, 2004. Mr. Lynch became an officer of Energizer upon
the
acquisition of the Schick-Wilkinson Sword business on March 28, 2003.
Prior to
that time, he served as the President of the Schick-Wilkinson Sword
division of
Pfizer, Inc. and its predecessor in interest, Warner-Lambert Company
since
November, 2000. He joined Warner-Lambert in 1995 as Vice President
and
Controller, and served in that position until being appointed to the
Schick
position in 2000. Age: 54.
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: 43.
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: 49.
Peter
J.
Conrad
- Vice President,
Human Resources of Energizer since March, 2000. Mr. Conrad joined Eveready
Battery Company, Inc. in 1997. Prior to his current position, he served
as Vice
President, Human Resources from 1997 to 2000. Mr. Conrad served as
Vice
President, Human Resources for Protein Technologies International,
Inc., a
former subsidiary of Ralston Purina Company, from 1995-97. Age: 45.
David
P.
Hatfield
- Executive Vice
President and Chief Marketing Officer, Energizer Battery since March,
2004.
Prior to his current position, he served as Vice President, North American
and
Global Marketing, from 1999 to 2004, and as Vice President, Europe,
Marketing,
from 1997 to 1999. Age: 45.
PART
II
Item
5. Market
for Registrant's Common Stock and Related Stockholder
Matters.
Energizer's
common
stock ("ENR Stock") is listed on the New York Stock Exchange. As of
September
30, 2005, there were 14,509 shareholders of record of the ENR
Stock.
The
following table
sets forth the range of market prices for the ENR Stock for the period
from
October 1, 2003 to September 30, 2005. No dividends were declared or
paid on the
ENR Stock during that period, and the Company does not currently intend
to pay
dividends during fiscal year 2006.
Market
Price Range
|
FY2004
|
FY2005
|
|
|
First
Quarter
|
$35.73
-
$38.94
|
$43.60-
$50.00
|
|
Second
Quarter
|
$36.21
-
$47.80
|
$48.00-
$61.13
|
|
Third
Quarter
|
$41.09
-
$48.40
|
$56.25-
$64.48
|
|
Fourth
Quarter
|
$37.10
-
$46.36
|
$54.87-
$65.44
|
There
have been no
unregistered offerings of registrant's equity securities during the
period
covered by this Annual Report on Form 10-K.
Issuer
Purchases of Energizer Common Stock during the quarter ended September
30,
2005:
|
(a)
Total Number of Shares Purchased
|
(b)
Average Price
Paid
per Share
|
(c)
Total Number of
Shares
Purchased as Part
of
Publicly Announced Programs (1)
|
(d)
Maximum Number of Shares that may yet be purchased under
the
current
Program (1)
|
|
|
07/01/05
to
07/31/05
|
81,649
|
$63.95
|
81,649
|
4,101,767
|
|
08/01/05
to
08/31/05
|
2,286,028
|
$63.00
|
2,286,028
|
1,815,739
|
|
09/01/05
to
09/30/05
|
1,688,829
|
$61.65
|
1,688,829
|
126,910
|
|
Quarter
4 of
FY 2005
|
4,056,506
|
$62.46
|
4,056,506
|
126,910
|
(1)
On
November 2,
2005, the Company announced Board approval of a new authorization for
the
Company to acquire up to 10,000,000 shares of its common stock, in
addition to
the remaining 126,910 shares authorized for acquisition under a previous
authorization. From October 1 through December 1, 2005, 2,244,070 shares of
common stock were acquired. On August 24, 2005, the Company also entered
into a
Rule 10b5-1 Repurchase Plan with an independent broker, authorizing
the broker
to acquire shares on behalf of the Company. Purchases by the Company
during the
month of September, 2005 were pursuant to the Plan, which by its terms
has now
expired.
Item
6. Selected
Financial Data.
The
“ENERGIZER
HOLDINGS, INC. - SUMMARY SELECTED HISTORICAL FINANCIAL INFORMATION” appearing on
page 19 of the Energizer Holdings, Inc. 2005 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
18, and
the information appearing under "ENERGIZER HOLDINGS, INC - NOTES TO
CONSOLIDATED
FINANCIAL STATEMENTS - Segment Information" on pages 41 through 43,
of the
Energizer Holdings, Inc. 2005 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 through 17 of the Energizer
Holdings,
Inc. 2005 Annual Report is hereby incorporated by reference.
Item
8. Financial
Statements and Supplementary Data.
The
consolidated
financial statements of Energizer and its subsidiaries appearing on
pages 22
through 25, together with the report thereon of PricewaterhouseCoopers
LLP on
page 21, and the supplementary data under "ENERGIZER HOLDINGS, INC.
- NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - Quarterly Financial Information
(Unaudited)”
on pages 43 and 44 of the Energizer Holdings, Inc. 2005 Annual Report
are hereby
incorporated by reference.
Item
9. Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure.
Not
applicable.
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, 2005,
the end of the
Company’s 2005 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 2005
there were no changes which have materially affected, or are
reasonably likely
to materially affect, the Company’s internal controls over financial
reporting.
Item
9B. Other
Information
Not
applicable.
PART
III
Item
10. Directors
and Executive Officers of the Registrant.
The
information
regarding directors on pages 3 through 5 of the Energizer Holdings,
Inc. Notice
of Annual Meeting and Proxy Statement dated December 9, 2005 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. Mr. Ward M. Klein filed a Form 4
on January 5,
2005, 1 day after it was due, to disclose a distribution from the Energizer
Stock Unit Fund of the Company’s Deferred Compensation Plan. The inadvertent
delay in filing occurred because of the plan administrator’s failure to provide
information regarding the distribution in a timely manner to Mr. Klein.
Mr.
Peter J. Conrad filed a Form 4 on March 8, 2005 to disclose a transfer
from the
Energizer Stock Fund of the Energizer Holdings, Inc. Savings Investment
Plan on
February 15, 2005 and 2 separate transfers from the Energizer Stock
Fund of the
Energizer Holdings, Inc. Executive Savings Investment Plan on February
15 and
February 18, 2005. Mr. Conrad’s filing was made 13 days after the filing for the
earlier transaction was due. To the best of the Company’s knowledge, all of the
filings for the Company’s other executive officers and its directors were made
on a timely basis in 2005.
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 on
the Company’s website at www.energizer.com.
Item
11. Executive
Compensation.
Information
appearing under "Executive Compensation" on pages 18 through 29, "Nominating
and
Executive Compensation Committee Report on Executive Compensation"
on pages 29
through 34, "Performance Graph" on page 36, "Common Stock Ownership
of Directors
and Executive Officers" on pages 16 and 17, and the information under
"Board of
Directors Standing Committees" on pages 5 and 6, "Director Compensation" on
pages 8 through 10 and “Compensation Committee Interlocks and
Insider Participation” on page 10 of the Energizer Holdings, Inc. Company Notice
of Annual Meeting and Proxy Statement dated December 9, 2005 is hereby
incorporated by reference.
Item
12. Security
Ownership of Certain Beneficial Owners and
Management.
The
discussion of
the security ownership of certain beneficial owners and management
appearing
under "Stock Ownership Information" on page 15 and "Common Stock Ownership
of
Directors and Executive Officers" on pages 16 and 17 of the Energizer
Holdings,
Inc. Notice of Annual Meeting and Proxy Statement dated December 9,
2005 is
hereby incorporated by reference.
Securities
Authorized for Issuance Under Equity
Compensation
Plans as of September 30, 2004
|
Plan
Category
|
(a)
Number
of Securities
to
be
issued upon
exercise
of
outstanding
options,
warrants
and rights
|
(b)
Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
|
(c)
Number
of securities
remaining
available for
future issuance under equity
compensation
plans (excluding securities reflected
in column (a), and as noted below.)
|
|
Equity
compensation
plans
approved by
security
holders
|
4,758,405
|
$25.38
|
3,646,326
|
|
Equity
compensation
plans
not
approved
by
security
holders
|
None
|
NA
|
None
|
|
Total
|
4,758,405
|
$25.38
|
3,646,326
|
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, 2005, 778,230
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). These
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 146,775 restricted stock equivalents have been granted under
the
terms of that Plan after fiscal year end. 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.
Not
applicable.
Item
14. Principal
Accountant Fees and Services.
Information
appearing under “Selection of Auditors” on pages 13 and 14 of the Energizer
Holdings, Inc. Notice of Annual Meeting and Proxy Statement dated December
9,
2005, is hereby incorporated by reference.
PART
IV
Item
15. Exhibits
and Financial Statement Schedules
1. Documents
filed
with this report:
a. Financial
statements previously incorporated by reference under Item 8
herein.
-Report
of
Independent Registered Public Accounting Firm.
-Consolidated
Statement of Earnings -- for years ended September 30, 2005, 2004 and
2003.
-Consolidated
Balance Sheet -- at September 30, 2005 and 2004.
-Consolidated
Statement of Cash Flows -- for years ended September 30, 2005, 2004,
and
2003.
-Consolidated
Statement of Shareholders Equity -- at September 30, 2005, 2004 and
2003.
-Notes
to Financial
Statements.
b. Exhibits
Required
by Item 601 of Regulation S-K
|
(i)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Post-Effective Amendment No. 1 to Form 10, filed April 19,
2000.
|
|
2
|
Agreement
and
Plan of Reorganization
|
|
3(i)
|
Articles of Incorporation of Energizer Holdings, Inc. |
|
4
|
Rights
Agreement between Energizer Holdings, Inc. and Continental
Stock Transfer
& Trust Company, as Rights
Agent
|
|
10(v)
|
Asset
Securitization Receivable Purchase Agreement between Energizer
Holdings,
Inc., Falcon Asset Securitization Corporation and Bank One,
N.A.
|
10(viii) Tax
Sharing
Agreement
10(xi) Energizer
Holdings,
Inc. Incentive Stock Plan*
10(xii)
Form of
Indemnification Agreements with Executive Officers and Directors *
10(xiii) Executive
Savings
Investment Plan*
10(iv) Executive
Health
Insurance Plan*
10(v) Executive
Long Term
Disability Plan*
10(xvi)Financial
Planning Plan*
10(xvii)Executive
Group Personal Excess Liability Insurance Plan*
10(xviii)Executive
Retiree Life Plan*
10(xix)Supplemental
Executive Retirement Plan*
|
(ii)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Quarterly Report on Form 10Q for the Quarter Ended June 30,
2000.
|
| 10(i) | Form of Non-Qualified Stock Option dated May 8, 2000* |
| 10(ii) | Form of Non-Qualified Stock Option dated May 8, 2000* |
| 10(iii) | Form of Non-Qualified Stock Option dated May 8, 2000* |
|
10(iv)
|
Form
of 2000
Restricted Stock Equivalent Award Agreement dated May 8,
2000*
|
|
10(v)
|
Form
of 2000
Restricted Stock Equivalent Award Agreement dated May 8,
2000*
|
|
10(vi)
|
Form
of 2000
Restricted Stock Equivalent Award Agreement dated May 8,
2000*
|
|
(iii)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Annual Report on Form 10K for the Year Ended September 30,
2000.
|
| 10(i) | Form of Non-Qualified Stock Option dated September 18, 2000* |
|
10(ii)
|
Form
of 2000
Restricted Stock Equivalent Award Agreement dated September
18,
2000*
|
|
10(iii)
|
Energizer
Holdings, Inc. Non-Qualified Deferred Compensation Plan,
as amended
September 18, 2000*
|
|
(iv)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Quarterly Report on Form 10Q for the Quarter Ended December
31,
2000.
|
|
10(i)
|
Form
of Non-Qualified Stock
Option dated November 20, 2000*
|
| 10(ii) | Form of 2000 Restricted Stock Equivalent Agreement dated November 20, 2000* |
|
(v)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Annual Report on Form 10K for the Year ended September 30,
2002.
|
|
10(i)
|
Form
of
Non-Qualified Stock Option dated September 23,
2002*
|
|
10(ii)
|
Form
of
Non-Qualified Stock Option dated September 23,
2002*
|
|
10(iii)
|
Form
of 2000
Restricted Stock Equivalent Award Agreement dated September
23,
2002*
|
|
(vi)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Quarterly Report on Form 10Q for the Quarter Ended December
31,
2002.
|
| 10(i) | Form of Non-Qualified Stock Option dated January 27, 2003* |
|
10(iii)
|
Form
of 2000
Restricted Stock Equivalent Award Agreement dated January
27,
2003*
|
|
10(vi)
|
Stock
and
Asset Purchase Agreement between Pfizer Inc. and Energizer
Holdings,
Inc.
|
|
(vii)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Quarterly Report on Form 10Q for the Quarter Ended March
31,
2003.
|
| 10(i) | Form of Non-Qualified Stock Option dated March 17, 2003* |
| 10(ii) | Form of Non-Qualified Stock Option dated March 28, 2003* |
|
(viii)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Quarterly Report on Form 10Q for the Quarter Ended June 30,
2003.
|
|
10(ii)
|
Form
of
Restricted Stock Equivalent Award Agreement dated May 19,
2003*
|
| 10(iii) | Form of Non-Qualified Stock Option dated May 19, 2003* |
|
10(iv)
|
Form
of
Restricted Stock Equivalent Award Agreement dated May 19,
2003*
|
|
10(viii)
|
Energizer
Holdings, Inc. Note Purchase Agreement dated as of June 1,
2003
|
|
(ix)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Annual Report on Form 10K for the Year ended September 30,
2003.
|
|
10(i)
|
Amended
and
Restated Prepaid Share Option Transaction Agreement between
Energizer
Holdings, Inc. and Citigroup Global Markets Limited dated
as of August 28,
2003.
|
|
(x)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Quarterly Report on Form 10Q for the Quarter Ended December
31,
2003.
|
|
10(i)
|
Form
of Non-Qualified Stock
Option dated January 26, 2004*
|
|
(xi)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Current Report on Form 8K dated October 20,
2004.
|
|
10(i)
|
Form
of
Non-Qualified Stock Option dated October 19,
2004*
|
| 10(ii) | Form of Restricted Stock Equivalent Award Agreement dated October 19, 2004 * |
|
(xii)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Current Report on Form 8K dated November 10,
2004.
|
|
10(i)
|
Note
Purchase
Agreement dated as of November 1,
2004.
|
|
(xiii)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Current Report on Form 8K dated November 16,
2004.
|
|
10(i)
|
U.S.
Syndicated Credit Agreement dated November 16,
2004.
|
|
(xiv)
|
The
summaries
of material definitive agreements relating to the Company’s 2005 Annual
and Long-Term Cash Bonus Award Program, and to its revised
director
compensation program, set forth in Energizer’s Current Report on Form 8-K
dated as of October 19, 2004, are hereby incorporated by
reference.
|
|
(xv)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) and the summary of a material definitive
agreement
relating to the annual compensation of the Chief Executive
Officer, are
hereby incorporated by reference to Energizer’s Current Report on Form 8K
dated January 14, 2005.
|
|
10(i)
|
Form
of
Non-Qualified Stock Option dated January 14,
2005*
|
| 10(ii) | Form of Restricted Stock Equivalent Award Agreement dated January 14, 2005 * |
|
(xvi)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are hereby incorporated by reference to
Energizer’s
Current Report on Form 8K dated January 25,
2005.
|
|
10(i)
|
Form
of
Non-Qualified Stock Option dated January 25,
2005*
|
| 10(iii) | Non-Competition and Non-Disclosure Agreement with J.P. Mulcahy* |
| 10(iv) |
Separation
Agreement and General Release with J.P. Mulcahy*
|
|
(xvii)
|
The
following
exhibit (listed by numbers corresponding to the Exhibit Table
of Item 601
in Regulation S-K) and the summary of a resolution authorizing
personal
use of corporate aircraft by certain members of the Board
of Directors,
are hereby incorporated by reference to Energizer’s Current Report on Form
8K dated May 2, 2005.
|
10(i) Form
of
Change
of Control Employment Agreements between
the Company
and each of the Executive Officers, as
amended
effective as of May 1, 2005.*
|
(xviii)
|
The
following
exhibit (listed by number corresponding to the Exhibit Table
of Item 601
in Regulation S-K) is hereby incorporated by reference to
Energizer’s
Current Report on Form 8K dated August 24,
2005.
|
|
10(i)
|
2005
Singapore Credit Facility
Agreement.
|
|
(xix)
|
The
following
exhibit (listed by number corresponding to the Exhibit Table
of Item 601
in Regulation S-K) is hereby incorporated by reference to
Energizer’s
Current Report on Form 8K dated September 29,
2005.
|
|
10(i)
|
2005
Note
Purchase Agreement dated September 29,
2005.
|
|
(xx)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) and the summary of the 2006 Annual and
Long-Term Bonus
Program and of the annual salaries of the Executive Officers,
are hereby
incorporated by reference to Energizer’s Current Report on Form 8K dated
October 11, 2005.
|
|
10(i)
|
Form
of
Executive Officer Bonus Plan.*
|
| 10(ii) | Form of Performance Restricted Stock Equivalent Award Agreement.* |
|
(xxi)
|
The
following
exhibit (listed by number corresponding to the Exhibit Table
of Item 601
in Regulation S-K) is hereby incorporated by reference to
Energizer’s
Current Report on Form 8K dated October 17,
2005.
|
10(i) Form
of Performance
Restricted Stock Equivalent Award Agreement.*
|
(xxii)
|
The
following
exhibit (listed by number corresponding to the Exhibit Table
of Item 601
in Regulation S-K) and the summary of the amendment of Energizer’s
director compensation program, are hereby incorporated by
reference to
Energizer’s Current Report on Form 8K dated November 7,
2005.
|
3(ii) Amended
Bylaws of
Energizer Holdings, Inc.
|
(xxiii)
|
The
following
exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601
in Regulation S-K) are filed with this
report.
|
|
13
|
Pages
10 to
44 of the Energizer Holdings, Inc. 2005 Annual Report, which
are
incorporated herein by reference, are filed
herewith
|
|
21
|
Subsidiaries
of Registrant
|
|
23
|
Consent
of
Independent Registered Public Accounting
Firm
|
| 31(i) | Section 302 Certification of Chief Executive Officer |
|
31(ii)
|
Section
302
Certification of Executive Vice President and Chief Financial
Officer
|
| 32(i) | Section 1350 Certification of Chief Executive Officer |
|
32(ii)
|
Section
1350
Certification of Executive Vice President and Chief Financial
Officer
|
*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.
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.
ENERGIZER
HOLDINGS,
INC.
By _____________________________________
Ward
M.
Klein
Chief
Executive
Officer
Date: February
15,
2006
|
Signature
|
Title
|
|
/s/
Daniel J.
Sescleifer
Daniel
J.
Sescleifer
|
Executive
Vice President and Chief Financial Officer
|
|
/s/
Mark A.
Schafale
Mark
A.
Schafale
|
Vice
President and Controller
|
|
/s/
William
P.
Stiritz
William
P.
Stiritz
|
Chairman
of
the Board of Directors
|
|
/s/
J.
Patrick
Mulcahy
J.
Patrick
Mulcahy
|
Vice
Chairman
of the Board of Directors
|
|
/s/
R. David
Hoover
R.
David
Hoover
|
Director
|
|
/s/
John E.
Klein
John
E.
Klein
|
Director
|
|
/s/
Richard
A.
Liddy
Richard
A.
Liddy
|
Director
|
|
/s/
W.
Patrick McGinnis
W.
Patrick
McGinnis
|
Director
|
|
/s/
Joe R.
Micheletto
Joe
R.
Micheletto
|
Director
|
|
/s/
Pamela
Nicholson
Pamela
Nicholson
|
Director
|
|
/s/
John R.
Roberts
John
R.
Roberts
|
Director
|
|
/s/
John C.
Hunter
John
C.
Hunter
|
Director
|
|
/s/
Bill G.
Armstrong
Bill
G.
Armstrong
|
Director
|