UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2002 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. New York Stock Exchange, Inc.
Common Stock, par value
$.01 per share
Energizer Holdings, Inc. New York Stock Exchange, Inc.
Common Stock Purchase Rights
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:
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 the definitive proxy statement incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
Yes: No: X
Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities
Exchange Act of 1934).
Yes: X No:
Aggregate market value of the voting common equity held by nonaffiliates of the
Registrant as of the close of business on November 1, 2002: $2,478,695,724.
Aggregate market value of the voting common equity held by nonaffiliates of the
Registrant as of the close of business on March 31, 2002, the last day of the
Registrant's most recently completed second quarter: $2,053,805,689.
(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 December 1, 2002: 88,544,168.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Energizer Holdings, Inc. 2002 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, 2002 (Part III of Form 10-K).
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 and flashlights and a global
leader in the dynamic business of providing portable power. On April 1, 2000,
all of the outstanding shares of common stock of Energizer were distributed in a
tax-free spinoff 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 150 countries. Energizer's subsidiaries operate 21 manufacturing
and packaging facilities in 14 countries on four continents, and employ 3,535
employees in the United States and 6,428 in foreign jurisdictions.
PRINCIPAL PRODUCTS
Energizer's subsidiaries manufacture and market a complete line of primary
alkaline and carbon zinc batteries, miniature batteries, specialty photo lithium
batteries, and flashlights and other lighting products. Although Energizer,
in November of 1999, sold its rechargeable battery manufacturing and assembly
business, which produced rechargeable batteries for sale to manufacturers of
rechargeable equipment, Energizer continues to market a line of rechargeable
batteries for retail sale to consumers. Energizer believes it has one of the
industry's most extensive product lines. "Energizer" 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, AAAA,
C, D and 9 volt sizes. In the summer of 2000, Energizer introduced a
super-premium alkaline battery under the brand name "Energizer e2", as well as a
value-priced alkaline battery under the name "Eveready Alkaline." In 2001, it
relaunched its base alkaline brand as "Energizer Max." Energizer also produces
or distributes:
- - "Energizer Industrial" batteries in three models targeted for non-consumer
industrial applications;
- - lithium batteries, available in AA, miniature and cylindrical sizes, for
use in high-performance applications such as cameras, camcorders, memory backup,
CD players and portable computers;
- - a line of miniature batteries, available in several chemistries, including
silver oxide, zinc-air and manganese dioxide systems, for use in electronic
watches, calculators, hearing aids, cameras, miniature radios, remote controls
and electronic thermometers;
- - the "Eveready" brand "Super Heavy Duty" and "Classic" lines of carbon zinc
batteries for economy applications; and
- - a line of rechargeable batteries and battery packs under the "Energizer"
brand name.
Energizer is also the world's largest manufacturer of portable lighting devices,
offering more than 60 different lighting products for consumer and industrial
use.
SOURCES AND AVAILABILITY OF RAW MATERIALS
The principal raw materials used in the Energizer business - electrolytic
manganese dioxide, zinc, acetylene black, graphite, steel cans, nylon, brass
wire, separator paper, and potassium hydroxide -- 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 are marketed primarily through a
direct sales force to mass merchandisers, wholesalers and other customers, but
also through exclusive and non-exclusive distributors and rack jobbers of
consumer packaged goods products. Third party food brokers may be used to make
headquarters contacts in the retail food industry and to merchandise Energizer's
products at retail locations. In the United States, the direct sales team 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 2002, those customers accounted for, in the aggregate,
approximately 16.3% 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 Advanced Formula", "Energizer e2", "Energizer Max", the
Energizer Bunny and the Energizer Man character.
Energizer's ability to compete effectively in the battery industry 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, and manufacturing processes.
As of September 30, 2002, Eveready Battery Company, Inc., a subsidiary of
Energizer, owned approximately 283 unexpired United States patents which have a
range of expiration dates from December, 2002 to November, 2021, and had
approximately 99 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, 2002, Eveready owned approximately 710 foreign
patents and had approximately 499 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.
COMPETITION
The battery business is highly competitive, both in the United States and
on a global basis, as a number of large battery manufacturers 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. The alkaline battery segment, both in
the United States and worldwide, has been the fastest growing segment of the
primary battery market. More recently, growth of the battery market, as well as
the alkaline segment, has moderated and in some instances declined, primarily
because of local economic conditions. Energizer's principal competitors in the
United States are Duracell International, Inc., a subsidiary of The Gillette
Company, and Rayovac Corporation. 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.
Energizer has a significant market position in most geographic markets in
which it competes.
GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS
The operations of Energizer, like those of other companies engaged in the
battery business, 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.
Energizer 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 PRP's are at various stages with respect to the sites. Negotiations
involve determinations of the actual responsibility of Energizer and the other
PRP's at the site, appropriate investigatory and/or remedial actions, and
allocation of the costs of such activities among the PRP's and other site users.
The amount of Energizer'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 PRP's and their financial
viability, and the remediation methods and technology to be used.
In addition, Energizer 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 owns and operates 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, Energizer 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 Energizer and Ralston Purina Company, however, which has been
assumed by an affiliate of The Nestle Corporation, Ralston's successor is
obligated to indemnify Energizer for 50% of any such liabilities in excess of $3
million.
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 Energizer 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,
Energizer believes that its ultimate liability arising from such environmental
matters, taking into account established accruals of $7 million for estimated
liabilities at September 30, 2002, should not be material to its financial
position. Such liability could, however, be material to results of operations or
cash flows for a particular quarter or year.
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. These filings are 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 - BUSINESS OVERVIEW" on page 10, "ENERGIZER HOLDINGS, INC. -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION - HIGHLIGHTS" on page 11, "ENERGIZER HOLDINGS, INC. - MANAGEMENT'S
DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION -
LIQUIDITY AND CAPITAL RESOURCES" on pages 14 through 15, "ENERGIZER HOLDINGS,
INC. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION - OPERATING RESULTS - Segment Results" on pages 11 through
12, "ENERGIZER HOLDINGS, INC. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION - OPERATING RESULTS - Research and
Development Expense" on page 13, "ENERGIZER HOLDINGS, INC. - NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - Segment Information" on pages 42 through 43,
of the Energizer Holdings, Inc. 2002 Annual Report to Shareholders, are hereby
incorporated by reference.
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,
2002, Energizer's alkaline manufacturing facilities were utilized, on average,
at approximately 78% of capacity, and its carbon zinc facilities were utilized,
on average, at approximately 66% of capacity.
NORTH AMERICA EUROPE
Asheboro, NC (2) Caudebec Les Elbeuf, France (1)(5)
Bennington, VT La Chaux-de-Fonds, Switzerland
Garretsville, OH Slany, Czech Republic (1)
Marietta, OH Tanfield Lea, U.K. (1)
Maryville, MO
St. Albans, VT AFRICA
Walkerton, Ontario, Canada (5 Alexandria, Egypt
Westlake, OH (3) Nakuru, Kenya (4)
ASIA ADMINISTRATIVE AND
Bogang, People's Republic of China (1) EXECUTIVE OFFICES
Mandaue Cebu, Philippines St. Louis, Missouri (1)
Ekala, Sri Lanka
Cimanggis, Indonesia
Johor, Malaysia
Jurong, Singapore
Tianjin, 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
Energizer and its subsidiaries are parties to a number of legal proceedings
in various jurisdictions arising out of the operations of the Energizer
business. Many of these legal matters are in preliminary stages and involve
complex issues of law and fact, and may proceed for protracted periods of time.
The amount of liability, if any, from these proceedings cannot be determined
with certainty. However, based upon present information, Energizer 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 Energizer'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, 2002.
J. PATRICK MULCAHY - Chief Executive Officer of Energizer since March, 2000.
Mr. Mulcahy joined Ralston Purina Company in 1968 and has served as Chairman of
the Board and Chief Executive Officer of Eveready Battery Company, Inc. since
1987. Mr. Mulcahy served as co-Chief Executive Officer and co-President of
Ralston Purina Company from October, 1997 to June, 1999. He served as Ralston's
Vice President and Director, Corporate Strategic Planning and Administration
1984-86; Division Vice President, Strategic Planning 1981-84; and Division Vice
President, Director of Marketing, Grocery Products Group, 1980-81. Age: 58.
WILLIAM P. STIRITZ - Chairman of the Board of Directors of Energizer and
Chairman of the Management Strategy and Finance Committee since March, 2000.
Mr. Stiritz joined Eveready Battery Company, Inc. in 2000, at the time of the
Company's spin-off from Ralston Purina Company. From 1982 to 1997, he served as
Chief Executive Officer and Chairman of the Board of Ralston Purina Company, and
from 1998 to 2001, he served as Chief Executive Officer, President and Chairman
of the Board of Agribrands International, Inc. Age: 68.
PATRICK C. MANNIX - President of Energizer since March, 2000. Mr. Mannix joined
the Eveready Battery Division of Union Carbide Corporation in 1963, and has
served as President of Eveready Battery Company, Inc. since 1998. Mr. Mannix
served as President of Eveready Battery Company, Inc., Specialty Business from
1995-98, as Executive Vice President, Eveready Battery Company, International
from 1991-95, and as Area Chairman, Asia Pacific operations, Eveready Battery
Company from 1985-91. Age: 57.
WARD M. KLEIN - President, International since March, 2002. Mr. Klein joined
Ralston Purina Company in 1979. Prior to his current position he 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: 47.
JOSEPH MCCLANATHAN - President, North America since March, 2002. Mr.
McClanathan joined the Eveready Battery division of Union Carbide Corporation in
1974. Prior to his current position, 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: 50.
DANIEL J. SESCLEIFER - Executive Vice President, Finance and Control 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: 40.
HARRY L. STRACHAN - Vice President and General Counsel of Energizer since March,
2000. Mr. Strachan joined Eveready Battery Company, Inc. in 1987, and, prior to
his current position, served as Vice President, General Counsel and Secretary of
that subsidiary from 1987 to 2000. Age: 61.
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: 42.
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 November 1, 2002, there were 16,750 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 September 30, 2000 to September 30, 2002. 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 2003.
MARKET PRICE RANGE
FY2002 FY2001
First Quarter. $15.52 - $19.05 $17.0625 - $24.375
Second Quarter $18.98 - $23.75 $20.125 - $27.55
Third Quarter. $22.23 - $29.34 $20.80 - $25.39
Fourth Quarter $21.40 - $31.90 $15.00 - $23.35
There have been no unregistered offerings of registrant's equity securities
during the period covered by this Annual Report on Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA.
The "ENERGIZER HOLDINGS, INC. - SUMMARY SELECTED HISTORICAL FINANCIAL
INFORMATION" appearing on page 19 of the Energizer Holdings, Inc. 2002 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 42
through 43 of the Energizer Holdings, Inc. 2002 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. 2002 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 21 through 24, together with the report thereon of
PricewaterhouseCoopers LLP on page 20, and the supplementary data under
"ENERGIZER HOLDINGS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
Quarterly Financial Information (Unaudited)" on page 44 of the Energizer
Holdings, Inc. 2002 Annual Report are hereby incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information regarding directors on pages 3 through 6 of the Energizer
Holdings, Inc. Notice of Annual Meeting and Proxy Statement dated December 9,
2002 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. F. Sheridan Garrison
inadvertently failed to file a Form 4 for the month of November, 2001 to
disclose an acquisition of Energizer Stock, but corrected it by a late Form 4
for that month, which was filed on January 4, 2002. As a result of a Company
clerical error, Mr. Daniel Sescleifer and Mr. Joseph McClanathan both
inadvertently failed to disclose an employee option grant on September 23, 2002,
but each corrected it by a late Form 4 filing on November 5, 2002. To the best
of the Company's knowledge, all of the filings for the Company's other executive
officers and directors were made on a timely basis in 2002.
ITEM 11. EXECUTIVE COMPENSATION.
Information appearing under "Executive Compensation" on pages 11 through
19, "Nominating and Executive Compensation Committee Report on Executive
Compensation" on pages 19 through 23, "Performance Graph" on page 25, "Common
Stock Ownership of Directors and Executive Officers" on pages 9 through 10, and
the remuneration information under "Board of Directors Standing Committees" on
pages 4 through 5 and "Director Compensation" on pages 5 through 6 of the
Energizer Holdings, Inc. Company Notice of Annual Meeting and Proxy Statement
dated December 9, 2002 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 8 and "Common
Stock Ownership of Directors and Executive Officers" on pages 9 through 10 of
the Energizer Holdings, Inc. Notice of Annual Meeting and Proxy Statement dated
December 9, 2002 is hereby incorporated by reference.
PLAN CATEGORY (A) (B) (C)
NUMBER OF SECURITIES WEIGHTED-AVERAGE NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE PRICE OF REMAINING AVAILABLE
EXERCISE OF OUTSTANDING OPTIONS, FOR FUTURE ISSUANCE
OUTSTANDING OPTIONS, WARRANTS AND RIGHTS UNDER EQUITY
WARRANTS AND RIGHTS COMPENSATION PLANS
(EXCLUDING SECURITIES
REFLECTED IN COLUMN
(A), AND AS NOTED
BELOW.)
- -------------------------------------------------------------------------------------------
Equity compensation
plans approved by
security holders. . . 7,693,248 $18.14 6,104,598
- -------------------------------------------------------------------------------------------
Equity compensation
plans not approved by
security holders. . None NA None
- -------------------------------------------------------------------------------------------
Total . . . . . . . . 7,693,248 $18.14 6,104,598
- -------------------------------------------------------------------------------------------
Note: in addition to the number of securities to be issued upon exercise of
outstanding options, warrants and rights shown above, 655,000 restricted stock
equivalents, as well as the opportunity to receive 20,000 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
vest over a three-year period following grant, and at that time, convert, on a
one-for-one basis, into shares of ENR Stock, unless the recipient elected, in
advance, to defer conversion until retirement or termination of employment. 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 restricted stock equivalents which have been granted, or for which
an opportunity to receive such equivalents has been granted.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information appearing under "Certain Relationships and Related
Transactions" on pages 6 through 7 of the Energizer Holdings, Inc. Notice of
Annual Meeting and Proxy Statement dated December 9, 2002, is hereby
incorporated by reference.
PART IV
ITEM 14. CONTROLS AND PROCEDURES.
J. Patrick Mulcahy, 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 within 90 days of the
filing date of this Annual Report on Form 10-K, 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 there were no significant changes
in internal controls or other factors that could significantly affect internal
controls subsequent to the date of their most recent evaluation of disclosure
controls and procedures, including any corrective actions with regard to
significant deficiencies and material weaknesses.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
1. Documents filed with this report:
a. Financial statements previously incorporated by reference under Item 8
herein.
-Report of Independent Accountants.
-Consolidated Statement of Earnings--for years ended September 30, 2002,
2001 and 2000.
-Consolidated Balance Sheet -- at September 30, 2002 and 2001.
-Consolidated Statement of Cash Flows -- for years ended September 30, 2002,
2001, and 2000.
-Consolidated Statement of Shareholders Equity--at September 30, 2002, 2001
and 2000.
-Notes to Financial Statements.
b. Reports on Form 8-K.
No Current Reports on Form 8-K were filed by the Company during its fourth
fiscal quarter ending September 30, 2002.
c. 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.
3(ii) By-Laws of Energizer Holdings, Inc.
4 Rights Agreement between Energizer Holdings, Inc. and Continental
Stock Transfer & Trust Company, as Rights Agent
10(i) Debt Assignment, Assumption and Release Agreement by and among
Ralston Purina Co., Energizer Holdings, Inc. and Bank One, N.A.
10(ii) 364-Day Credit Agreement between Ralston Purina Company and Bank
One, N.A.
10(iii) 5-Year Revolving Credit Agreement between Ralston Purina Company
and Bank One, N.A.
10(iv) Energizer Holdings, Inc. Private Placement Note Purchase Agreement
10(v) Asset Securitization Receivable Purchase Agreement between
Energizer Holdings, Inc., Falcon Asset Securitization Corporation
and Bank One, N.A.
10(vi) Bridge Loan Agreement No. 1
10(vii) Bridge Loan Agreement No. 2
10(viii)Tax Sharing Agreement
10(ix) Bridging Agreement
10(x) Intellectual Property 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(xiv) Executive Health Insurance Plan*
10(xv) 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*
10(iv) Form of Letter for Deferral of 2000 Bonus Award dated 3/30/00*
10(v) Form of Letter for Deferral of 2000 Bonus Award dated 12/6/00*
10(vi) Form of Indemnification Agreement*
(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,
2001.
10(i) Amended Change of Control Employment Agreement dated November 19,
2001*
10(ii) Revised Negotiated Employment Agreement and General Release*
10(iii) Form of Energizer Holdings, Inc. Deferred Compensation Plan 2001
Election Form*
10(iv) Form of Acknowledgement for Deferral of Fiscal Year 2001 Incentive
Plan Bonus*
(vi) The following exhibit (listed by numbers corresponding to the Exhibit Table
of Item 601 in Regulation S-K) is hereby incorporated by reference to
Energizer's Quarterly Report on Form 10Q for the Quarter Ended March 31,
2002.
10(i) Negotiated Employment Agreement and General Release with former
executive officer*
(vii) The following exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601 in Regulation S-K) are filed with this report.
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*
10(iv) Form of Indemnification Agreement dated October 15, 2002*
10(v) Form of Energizer Holdings, Inc. Deferred Compensation Plan 2002
Election Form*
10(vi) Form of Acknowledgement for Deferral of Fiscal Year 2002 Incentive
Plan Bonus*
13 Pages 10 to 44 of the Energizer Holdings, Inc. 2002 Annual Report,
which are incorporated herein by reference, are filed herewith
21 Subsidiaries of Registrant
23 Consent of Independent Accountants
99.1 Certification of Chief Executive Officer
99.2 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/s/ J. Patrick Mulcahy
J. Patrick Mulcahy
Chief Executive Officer
Date: December 13, 2002
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/ William H. Danforth
- --------------------------
Dr. William H. Danforth
Director
/s/ F. Sheridan Garrison
- ---------------------------
F. Sheridan Garrison
Director
/s/ R. David Hoover
- ----------------------
R. David Hoover
Director
/s/ H. Fisk Johnson
- ----------------------
H. Fisk Johnson
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 M. Nicholson
- ------------------------
Pamela M. Nicholson
Director
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
- ---------------------------------------------
I, J. Patrick Mulcahy, certify that:
1. I have reviewed this annual report on Form 10-K of Energizer Holdings, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: December 13, 2002
/s/ J. Patrick Mulcahy
- -------------------------
J. Patrick Mulcahy
Chief Executive Officer
CERTIFICATION OF EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
- -----------------------------------------------------------------------------
I, Daniel Sescleifer, certify that:
1. I have reviewed this annual report on Form 10-K of Energizer Holdings, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: December 13, 2002
/s/ Daniel J. Sescleifer
- ---------------------------
Daniel J. Sescleifer
Executive Vice President and Chief Financial Officer