##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 1-11263
 EXIDE TECHNOLOGIES
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    23-0552730(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)13000 Deerfield Parkway,Building 200Milton, Georgia
    
    30004(Address of principal executive offices)
    
    (Zip Code)
 (678) 566-9000
(Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ
 þ o




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##### 



EXIDE TECHNOLOGIES AND SUBSIDIARIES
TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATION
    
    
    3Item 1 FINANCIAL STATEMENTS
    
    
    3CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2009
AND 2008
    
    
    3CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER
31, 2009 AND MARCH 31, 2009
    
    
    4CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
NINE MONTHS ENDED DECEMBER 31, 2009 AND 2008
    
    
    5NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    
    6Item 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    20Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    32Item 4 CONTROLS AND PROCEDURES
    
    
    32PART II. OTHER INFORMATIONItem 1. LEGAL PROCEEDINGS
    
    
    34Item 1A. RISK FACTORS
    
    
    34Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    34Item 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    34Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    34Item 5. OTHER INFORMATION
    
    
    34Item 6. EXHIBITS
    
    
    34SIGNATURES
    
    
    36EX-4.1EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1 . Financial Statements
 
 EXIDE TECHNOLOGIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per-share data)
 For the Three Months Ended
    
    
    For the Nine Months EndedDecember 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2009
    
    
    December 31, 2008NET SALES
    
    $
    746,472
    
    
    $
    782,602
    
    
    $
    1,971,141
    
    
    $
    2,668,050COST OF SALES
    
    
    588,274
    
    
    
    620,587
    
    
    
    1,576,353
    
    
    
    2,174,671Gross profit
    
    
    158,198
    
    
    
    162,015
    
    
    
    394,788
    
    
    
    493,379EXPENSES:Selling, marketing and advertising
    
    
    65,312
    
    
    
    72,483
    
    
    
    194,431
    
    
    
    231,009General and administrative
    
    
    44,699
    
    
    
    42,341
    
    
    
    133,998
    
    
    
    133,001Restructuring
    
    
    9,324
    
    
    
    7,783
    
    
    
    55,421
    
    
    
    19,661Other expense (income), net
    
    
    664
    
    
    
    (429
    )
    
    
    (9,737
    )
    
    
    24,085Interest expense, net
    
    
    15,266
    
    
    
    17,532
    
    
    
    44,803
    
    
    
    55,158135,265
    
    
    
    139,710
    
    
    
    418,916
    
    
    
    462,914Income (loss) before reorganization
items and income taxes
    
    
    22,933
    
    
    
    22,305
    
    
    
    (24,128
    )
    
    
    30,465REORGANIZATON ITEMS, NET
    
    
    388
    
    
    
    409
    
    
    
    1,262
    
    
    
    1,344INCOME TAX PROVISION
    
    
    12,524
    
    
    
    6,367
    
    
    
    26,526
    
    
    
    33,245Net income (loss)
    
    
    10,021
    
    
    
    15,529
    
    
    
    (51,916
    )
    
    
    (4,124
    )NET INCOME ATTRIBUTABLE TO
NONCONTROLLING INTERESTS
    
    
    249
    
    
    
    102
    
    
    
    275
    
    
    
    996Net income (loss) attributable to
Exide Technologies
    
    $
    9,772
    
    
    $
    15,427
    
    
    $
    (52,191
    )
    
    $
    (5,120
    )EARNINGS (LOSS) PER SHAREBasic
    
    $
    0.13
    
    
    $
    0.20
    
    
    $
    (0.69
    )
    
    $
    (0.07
    )Diluted
    
    $
    0.12
    
    
    $
    0.20
    
    
    $
    (0.69
    )
    
    $
    (0.07
    )WEIGHTED AVERAGE SHARESBasic
    
    
    76,028
    
    
    
    75,589
    
    
    
    75,923
    
    
    
    75,474Diluted
    
    
    80,792
    
    
    
    79,386
    
    
    
    75,923
    
    
    
    75,474
  3




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EXIDE TECHNOLOGIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except per-share data)
 December 31, 2009
    
    
    March 31, 2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    103,509
    
    
    $
    69,505Receivables, net of allowance for doubtful accounts of $33,167 and $28,855
    
    
    511,421
    
    
    
    497,841Inventories
    
    
    441,053
    
    
    
    420,815Prepaid expenses and other
    
    
    15,854
    
    
    
    17,427Deferred financing costs, net
    
    
    5,034
    
    
    
    4,890Deferred income taxes
    
    
    29,195
    
    
    
    33,005Total current assets
    
    
    1,106,066
    
    
    
    1,043,483Property, plant and equipment, net
    
    
    604,816
    
    
    
    586,261Other assets:Goodwill
    
    
    4,384
    
    
    
    4,022Other intangibles, net
    
    
    182,748
    
    
    
    175,311Investments in affiliates
    
    
    2,207
    
    
    
    2,048Deferred financing costs, net
    
    
    8,702
    
    
    
    12,134Deferred income taxes
    
    
    41,348
    
    
    
    51,272Other
    
    
    34,107
    
    
    
    25,656273,496
    
    
    
    270,443Total assets
    
    $
    1,984,378
    
    
    $
    1,900,187LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term borrowings
    
    $
    9,528
    
    
    $
    6,977Current maturities of long-term debt
    
    
    4,881
    
    
    
    5,048Accounts payable
    
    
    319,798
    
    
    
    261,652Accrued expenses
    
    
    297,301
    
    
    
    279,447Warrants liability
    
    
    605
    
    
    
    1,143Total current liabilities
    
    
    632,113
    
    
    
    554,267Long-term debt
    
    
    654,633
    
    
    
    646,180Noncurrent retirement obligations
    
    
    210,486
    
    
    
    197,403Deferred income taxes
    
    
    28,544
    
    
    
    30,229Other noncurrent liabilities
    
    
    129,124
    
    
    
    130,041Total liabilities
    
    
    1,654,900
    
    
    
    1,558,120Commitments and contingenciesSTOCKHOLDERS EQUITYPreferred stock, $0.01 par value, 1,000 shares authorized, 0 shares issued and
outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value, 200,000 shares authorized, 75,586 and
75,499 shares issued and outstanding
    
    
    756
    
    
    
    755Additional paid-in capital
    
    
    1,117,720
    
    
    
    1,111,001Accumulated deficit
    
    
    (839,472
    )
    
    
    (787,281
    )Accumulated other comprehensive income
    
    
    34,066
    
    
    
    1,752Total stockholders equity attributable to Exide Technologies
    
    
    313,070
    
    
    
    326,227Noncontrolling interests
    
    
    16,408
    
    
    
    15,840Total stockholders equity
    
    
    329,478
    
    
    
    342,067Total liabilities and stockholders equity
    
    $
    1,984,378
    
    
    $
    1,900,187
  4




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EXIDE TECHNOLOGIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 For the Nine Months EndedDecember 31, 2009
    
    
    December 31, 2008Cash Flows From Operating Activities:Net loss
    
    $
    (51,916
    )
    
    $
    (4,124
    )Adjustments to reconcile net loss to net cash provided by
operating activitiesDepreciation and amortization
    
    
    67,357
    
    
    
    73,761Unrealized gain on warrants
    
    
    (538
    )
    
    
    (6,591
    )Net loss on asset sales / impairments
    
    
    8,474
    
    
    
    1,820Deferred income taxes
    
    
    9,297
    
    
    
    7,400Provision for doubtful accounts
    
    
    4,165
    
    
    
    6,509Non-cash stock compensation
    
    
    8,371
    
    
    
    3,844Reorganization items, net
    
    
    1,262
    
    
    
    1,344Amortization of deferred financing costs
    
    
    3,760
    
    
    
    3,833Currency remeasurement (gain) loss
    
    
    (17,158
    )
    
    
    33,572Changes in assets and liabilities Receivables
    
    
    14,793
    
    
    
    122,733Inventories
    
    
    7,127
    
    
    
    35,698Prepaid expenses and other
    
    
    2,620
    
    
    
    (3,320
    )Payables
    
    
    43,195
    
    
    
    (118,778
    )Accrued expenses
    
    
    (4,861
    )
    
    
    (6,703
    )Noncurrent liabilities
    
    
    (3,969
    )
    
    
    (21,579
    )Other, net
    
    
    (10,501
    )
    
    
    (8,941
    )Net cash provided by operating activities
    
    
    81,478
    
    
    
    120,478Cash Flows From Investing Activities:Capital expenditures
    
    
    (58,556
    )
    
    
    (58,666
    )Proceeds from sales of assets, net
    
    
    805
    
    
    
    12,892Net cash used in investing activities
    
    
    (57,751
    )
    
    
    (45,774
    )Cash Flows From Financing Activities:Increase in short-term borrowings
    
    
    1,514
    
    
    
    105Decrease in borrowings under Senior Secured Credit Facility
    
    
    (2,266
    )
    
    
    (2,255
    )Increase (decrease) in other debt
    
    
    7,480
    
    
    
    (6,618
    )Acquisition of noncontrolling interests in subsidiaries / other
    
    
    (1,651
    )
    
    
    428Net cash provided by (used in) financing activities
    
    
    5,077
    
    
    
    (8,340
    )Effect of Exchange Rate Changes on Cash and Cash Equivalents
    
    
    5,200
    
    
    
    (8,498
    )Net Increase In Cash and Cash Equivalents
    
    
    34,004
    
    
    
    57,866Cash and Cash Equivalents, Beginning of Period
    
    
    69,505
    
    
    
    90,547Cash and Cash Equivalents, End of Period
    
    $
    103,509
    
    
    $
    148,413Supplemental Disclosures of Cash Flow Information:Cash paid during the period Interest
    
    $
    27,754
    
    
    $
    41,080Income taxes (net of refunds)
    
    $
    2,986
    
    
    $
    10,492
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EXIDE TECHNOLOGIES AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009
(Unaudited)
 (1) BASIS OF PRESENTATION
   The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles
  (2) STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)
  AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalCommon
    
    
    Paid-in
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Noncontrolling
    
    
    StockholdersStock
    
    
    Capital
    
    
    Deficit
    
    
    Income
    
    
    Interests
    
    
    Equity(In thousands)Total Stockholders Equity at
April 1, 2009
    
    $
    755
    
    
    $
    1,111,001
    
    
    $
    (787,281
    )
    
    $
    1,752
    
    
    $
    15,840
    
    
    $
    342,067Net loss
    
    
    
    
    
    
    
    
    
    
    (52,191
    )
    
    
    
    
    
    
    275
    
    
    
    (51,916
    )Defined benefit plans, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,181
    
    
    
    
    
    
    
    2,181Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,272
    
    
    
    1,035
    
    
    
    30,307Unrealized gain on derivatives, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    861
    
    
    
    
    
    
    
    861Increase in ownership of subsidiary
    
    
    
    
    
    
    (1,652
    )
    
    
    
    
    
    
    
    
    
    
    (742
    )
    
    
    (2,394
    )Stock compensation / other
    
    
    1
    
    
    
    8,371
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,372Total Stockholders Equity at
December 31, 2009
    
    $
    756
    
    
    $
    1,117,720
    
    
    $
    (839,472
    )
    
    $
    34,066
    
    
    $
    16,408
    
    
    $
    329,478
 6




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For the Three Months Ended
    
    
    For the Nine Months EndedDecember 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2009
    
    
    December 31, 2008(In thousands)Net income (loss)
    
    $
    10,021
    
    
    $
    15,529
    
    
    $
    (51,916
    )
    
    $
    (4,124
    )Defined benefit plans
    
    
    7
    
    
    
    (7,513
    )
    
    
    2,181
    
    
    
    (13,081
    )Cumulative translation adjustment
    
    
    (1,835
    )
    
    
    (19,949
    )
    
    
    29,272
    
    
    
    (58,523
    )Derivatives qualifying as hedges
    
    
    441
    
    
    
    (5,909
    )
    
    
    861
    
    
    
    (2,900
    )Total comprehensive income (loss)
    
    $
    8,634
    
    
    $
    (17,842
    )
    
    $
    (19,602
    )
    
    $
    (78,628
    )
  (3) ACCOUNTING FOR DERIVATIVES
     7




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##### Table of Contents



Balance
    
    Fair Value As ofSheet
    
    December 31, 2009
    
    March 31, 2009(In thousands)Asset Derivative:Foreign Exchange Forward
    
    Other noncurrent assets
    
    $
    792
    
    
    $
    4,962Liability Derivatives:Interest Rate Swap
    
    Other noncurrent liabilities
    
    
    6,237
    
    
    
    7,461
 Statement of
    
    For the Three Months Ended
    
    For the Nine Months EndedOperations
    
    December 31, 2009
    
    December 31, 2008
    
    December 31, 2009
    
    December 31, 2008(In thousands)Foreign Currency Forward(Gain) loss recorded in Statement of Operations
    
    Other expense (income), net
    
    $
    (1,343
    )
    
    $
    (1,355
    )
    
    $
    4,170
    
    
    $
    (3,630
    )Interest Rate SwapRealized loss recorded in Statement of Operations
    
    Interest expense, net
    
    
    1,526
    
    
    
    926
    
    
    
    4,536
    
    
    
    1,584
  (4) INTANGIBLE ASSETS AND GOODWILL
 Intangible Assets
  Trademarks
    
    
    Trademarks andand Tradenames
    
    
    Tradenames(not subject to
    
    
    (subject to
    
    
    Customeramortization)
    
    
    amortization)
    
    
    relationships
    
    
    Technology
    
    
    Total(In thousands)As of December 31, 2009:Gross Amount
    
    $
    62,766
    
    
    $
    14,263
    
    
    $
    118,290
    
    
    $
    31,271
    
    
    $
    226,590Accumulated Amortization
    
    
    
    
    
    
    (6,383
    )
    
    
    (28,042
    )
    
    
    (9,417
    )
    
    
    (43,842
    )Net
    
    $
    62,766
    
    
    $
    7,880
    
    
    $
    90,248
    
    
    $
    21,854
    
    
    $
    182,748As of March 31, 2009:Gross Amount
    
    $
    58,134
    
    
    $
    13,223
    
    
    $
    109,690
    
    
    $
    28,544
    
    
    $
    209,591Accumulated Amortization
    
    
    
    
    
    
    (5,134
    )
    
    
    (22,569
    )
    
    
    (6,577
    )
    
    
    (34,280
    )Net
    
    $
    58,134
    
    
    $
    8,089
    
    
    $
    87,121
    
    
    $
    21,967
    
    
    $
    175,311
  Goodwill
  8




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##### Table of Contents



(5) INVENTORIES
  December 31, 2009
    
    
    March 31, 2009(In thousands)Raw materials
    
    $
    83,591
    
    
    $
    61,681Work-in-process
    
    
    91,754
    
    
    
    87,986Finished goods
    
    
    265,708
    
    
    
    271,148$
    441,053
    
    
    $
    420,815
 (6) OTHER ASSETS
  December 31, 2009
    
    
    March 31, 2009(In thousands)Deposits (a)
    
    $
    19,377
    
    
    $
    9,265Capitalized software, net
    
    
    3,220
    
    
    
    4,017Loan to affiliate
    
    
    1,005
    
    
    
    1,005Retirement plans
    
    
    4,866
    
    
    
    1,341Financial instruments
    
    
    792
    
    
    
    4,962Other
    
    
    4,847
    
    
    
    5,066$
    34,107
    
    
    $
    25,656
 
 (a)
    
    Deposits principally represent amounts held by beneficiaries as cash collateral for the
Companys contingent obligations with respect to certain environmental matters, workers
compensation insurance, and operating lease commitments. (7) DEBT
   December 31, 2009
    
    
    March 31, 2009(In thousands)Senior Secured Credit Facility
    
    $
    293,300
    
    
    $
    287,96610.5% Senior Secured Notes due 2013
    
    
    290,000
    
    
    
    290,000Floating Rate Convertible Senior Subordinated Notes due 2013
    
    
    60,000
    
    
    
    60,000Other, including capital lease obligations and other loans at interest rates
generally ranging up to 9% due in installments through 2015
    
    
    16,214
    
    
    
    13,262Total
    
    
    659,514
    
    
    
    651,228Less  current maturities
    
    
    4,881
    
    
    
    5,048Total Long-Term Debt
    
    $
    654,633
    
    
    $
    646,180
  9




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##### Table of Contents



(8) INTEREST EXPENSE, NET
  (9) OTHER EXPENSE (INCOME), NET
  For the Three Months Ended
    
    
    For the Nine Months EndedDecember 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2009
    
    
    December 31, 2008(In thousands)Net loss on asset sales / impairments
    
    $
    2,300
    
    
    $
    686
    
    
    $
    8,474
    
    
    $
    1,820Equity (income) loss
    
    
    (555
    )
    
    
    256
    
    
    
    (516
    )
    
    
    (1,171
    )Currency remeasurement (gain) loss (a)
    
    
    (298
    )
    
    
    7,689
    
    
    
    (17,158
    )
    
    
    33,572Gain on revaluation of warrants (b)
    
    
    (740
    )
    
    
    (7,062
    )
    
    
    (538
    )
    
    
    (6,591
    )Other
    
    
    (43
    )
    
    
    (1,998
    )
    
    
    1
    
    
    
    (3,545
    )$
    664
    
    
    $
    (429
    )
    
    $
    (9,737
    )
    
    $
    24,085
 
 (a)
    
    The currency remeasurement (gain) loss relates primarily to U.S.A. intercompany loans to
foreign subsidiaries denominated in Euros and Australian dollars.(b)
    
    The warrants entitle the holders to purchase an aggregate of up to approximately 6.7 million
shares of new common stock at an exercise price of $29.84 per share. The warrants are
exercisable through May 5, 2011. The warrants have been marked-to-market based upon quoted
market prices. Future results of operations may be subject to volatility from changes in the
market value of such warrants. (10) EMPLOYEE BENEFITS
  10




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##### Table of Contents



Pension BenefitsFor the Three Months Ended
    
    
    For the Nine Months EndedDecember 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2009
    
    
    December 31, 2008(In thousands)Components of net periodic benefit cost:Service cost
    
    $
    1,138
    
    
    $
    1,030
    
    
    $
    2,289
    
    
    $
    3,345Interest cost
    
    
    10,676
    
    
    
    9,218
    
    
    
    26,148
    
    
    
    28,779Expected return on plan assets
    
    
    (6,597
    )
    
    
    (7,549
    )
    
    
    (16,900
    )
    
    
    (23,394
    )Amortization of:Prior service cost
    
    
    4
    
    
    
    5
    
    
    
    8
    
    
    
    16Actuarial loss (gain)
    
    
    235
    
    
    
    (605
    )
    
    
    801
    
    
    
    (1,988
    )Net periodic benefit cost
    
    $
    5,456
    
    
    $
    2,099
    
    
    $
    12,346
    
    
    $
    6,758
 Other Post-Retirement BenefitsFor the Three Months Ended
    
    
    For the Nine Months EndedDecember 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2009
    
    
    December 31, 2008(In thousands)Components of net periodic benefit cost:Service cost
    
    $
    47
    
    
    $
    45
    
    
    $
    91
    
    
    $
    149Interest cost
    
    
    383
    
    
    
    327
    
    
    
    1,028
    
    
    
    1,001Amortization of:Prior service cost
    
    
    (96
    )
    
    
    (96
    )
    
    
    (288
    )
    
    
    (288
    )Actuarial loss
    
    
    16
    
    
    
    34
    
    
    
    53
    
    
    
    101Net periodic benefit cost
    
    $
    350
    
    
    $
    310
    
    
    $
    884
    
    
    $
    963
  (11) COMMITMENTS AND CONTINGENCIES
 Claims Reconciliation
   11




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##### Table of Contents



Private Party Lawsuits and other Legal Proceedings
     12




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##### Table of Contents



Environmental Matters
       13




---



##### Table of Contents



Tampa, Florida
  Columbus, Georgia
  Guarantees
   14




---



##### Table of Contents



Sales Returns and Allowances
   Balance at March 31, 2009
    
    $
    39,721Accrual for sales returns and allowances provided
    
    
    21,907Settlements made (in cash or credit), and currency translation
    
    
    (23,022
    )Balance at December 31, 2009
    
    $
    38,606
 (12) INCOME TAXES
   For the Three Months Ended
    
    For the Nine Months EndedDecember 31, 2009
    
    December 31, 2008
    
    December 31, 2009
    
    December 31, 2008(In thousands)Federal statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %Change in valuation allowances
    
    
    10.7
    %
    
    
    12.7
    %
    
    
    -141.0
    %
    
    
    106.8
    %Revaluation of warrants
    
    
    -1.2
    %
    
    
    -11.3
    %
    
    
    0.7
    %
    
    
    -7.9
    %Rate differences on foreign subsidiaries
    
    
    -15.2
    %
    
    
    -24.4
    %
    
    
    34.6
    %
    
    
    -40.5
    %Other, net
    
    
    26.3
    %
    
    
    17.1
    %
    
    
    -33.8
    %
    
    
    20.8
    %Effective tax rate
    
    
    55.6
    %
    
    
    29.1
    %
    
    
    -104.5
    %
    
    
    114.2
    %
     15




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##### Table of Contents



(13) RESTRUCTURING
    Severance Costs
    
    
    Closure Costs
    
    
    Total(In thousands)Balance at March 31, 2009
    
    $
    37,800
    
    
    $
    4,618
    
    
    $
    42,418Restructuring Charges
    
    
    45,636
    
    
    
    9,785
    
    
    
    55,421Payments and Currency Translation
    
    
    (53,677
    )
    
    
    (7,797
    )
    
    
    (61,474
    )Balance at December 31, 2009
    
    $
    29,759
    
    
    $
    6,606
    
    
    $
    36,365
  (14) EARNINGS (LOSS) PER SHARE
  16




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##### Table of Contents



For the Three Months Ended
    
    
    For the Nine Months EndedDecember 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2009
    
    
    December 31, 2008(In thousands, except per share amounts)Net income (loss) attributable toExide Technologies
    
    $
    9,772
    
    
    $
    15,427
    
    
    $
    (52,191
    )
    
    $
    (5,120
    )Interest expense on Floating RateConvertible Senior Subordinated Notes
    
    
    
    
    
    
    109
    
    
    
    
    
    
    
    $
    9,772
    
    
    $
    15,536
    
    
    $
    (52,191
    )
    
    $
    (5,120
    )Basic weighted average
shares outstanding
    
    
    76,028
    
    
    
    75,589
    
    
    
    75,923
    
    
    
    75,474Effect of dilutive securities:Floating Rate Convertible
Senior Subordinated Notes
    
    
    3,697
    
    
    
    3,697
    
    
    
    
    
    
    
    Employee stock options
    
    
    714
    
    
    
    36
    
    
    
    
    
    
    
    Employee restricted stock
awards (non-vested)
    
    
    353
    
    
    
    64
    
    
    
    
    
    
    
    4,764
    
    
    
    3,797
    
    
    
    
    
    
    
    Diluted weighted average
shares outstanding
    
    
    80,792
    
    
    
    79,386
    
    
    
    75,923
    
    
    
    75,474Basic earnings (loss) per share:
    
    $
    0.13
    
    
    $
    0.20
    
    
    $
    (0.69
    )
    
    $
    (0.07
    )Diluted earnings (loss) per share:
    
    $
    0.12
    
    
    $
    0.20
    
    
    $
    (0.69
    )
    
    $
    (0.07
    )
  As ofDecember 31, 2009
    
    December 31, 2008(In thousands)Shares associated with convertible debt (assumed conversion)
    
    
    3,697
    
    
    
    3,697Employee stock options
    
    
    3,933
    
    
    
    3,548Restricted stock awards
    
    
    855
    
    
    
    1,016Warrants
    
    
    6,725
    
    
    
    6,725Total shares excluded
    
    
    15,210
    
    
    
    14,986
 (15) FAIR VALUE OF FINANCIAL INSTRUMENTS
   17




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##### Table of Contents



December 31, 2009
    
    March 31, 2009Estimated Fair
    
    
    
    
    
    Estimated FairCarrying Value
    
    Value
    
    Carrying Value
    
    Value(In thousands)(Liability) Asset:Senior Secured Credit Facility
    
    $
    (293,300
    )
    
    $
    (270,048
    )
    
    $
    (287,966
    )
    
    $
    (195,817
    )Senior Secured Notes due 2013
    
    
    (290,000
    )
    
    
    (293,625
    )
    
    
    (290,000
    )
    
    
    (174,000
    )Convertible Senior Subordinated Notes
due 2013
    
    
    (60,000
    )
    
    
    (41,250
    )
    
    
    (60,000
    )
    
    
    (17,475
    )Interest Rate Swap (a)
    
    
    (6,237
    )
    
    
    (6,237
    )
    
    
    (7,461
    )
    
    
    (7,461
    )Foreign Currency Forward (a)
    
    
    792
    
    
    
    792
    
    
    
    4,962
    
    
    
    4,962
 
 (a)
    
    These financial instruments are required to be measured at fair value, and are based on
inputs as described in the three-tier hierarchy that prioritizes inputs used in measuring fair
value as of the reported date: 
    
    Level 1
    
    
    
    Observable inputs such as quoted prices in active markets for identical
assets and liabilities;
    
    Level 2
    
    
    
    Inputs other than quoted prices in active markets that are observable
either directly or indirectly; and
    
    Level 3
    
    
    
    Inputs from valuation techniques in which one or more key value drivers
are not observable, and must be based on the reporting entitys own assumptions.
  Quoted Price in
    
    SignificantActive Markets
    
    Other
    
    SignificantTotal
    
    for
    
    Observable
    
    UnobservableFair Value
    
    Identical Assets
    
    Inputs
    
    InputsMeasurement
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)(In thousands)December 31, 2009Interest rate swap
    
    $
    (6,237
    )
    
    
    
    
    
    $
    (6,237
    )
    
    
    Foreign currency forward
    
    
    792
    
    
    
    
    
    
    
    792
    
    
    
    March 31, 2009:Interest rate swap
    
    $
    (7,461
    )
    
    
    
    
    
    $
    (7,461
    )
    
    
    Foreign currency forward
    
    
    4,962
    
    
    
    
    
    
    
    4,962
    
    
    
    
  (16) SEGMENT INFORMATION
    18




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##### Table of Contents



For the Three Months Ended December 31, 2009Transportation
    
    IndustrialEurope
    
    
    
    
    
    Europe
    
    OtherAmericas
    
    and ROW
    
    Americas
    
    and ROW
    
    (a)
    
    Consolidated(In thousands)Net sales
    
    $
    238,784
    
    
    $
    248,556
    
    
    $
    56,758
    
    
    $
    202,374
    
    
    $
    
    
    
    $
    746,472Gross profit
    
    
    56,678
    
    
    
    48,639
    
    
    
    14,806
    
    
    
    38,075
    
    
    
    
    
    
    
    158,198Expenses (a)
    
    
    29,978
    
    
    
    28,727
    
    
    
    9,923
    
    
    
    43,129
    
    
    
    23,508
    
    
    
    135,265Income (loss) before
reorganization items and
income taxes
    
    
    26,700
    
    
    
    19,912
    
    
    
    4,883
    
    
    
    (5,054
    )
    
    
    (23,508
    )
    
    
    22,933(a) includes:Restructuring expenses
    
    
    1,234
    
    
    
    2,266
    
    
    
    45
    
    
    
    5,524
    
    
    
    255
    
    
    
    9,324
 For the Three Months Ended December 31, 2008Transportation
    
    IndustrialEurope
    
    
    
    
    
    Europe
    
    OtherAmericas
    
    and ROW
    
    Americas
    
    and ROW
    
    (a)
    
    Consolidated(In thousands)Net sales
    
    $
    273,143
    
    
    $
    210,282
    
    
    $
    64,681
    
    
    $
    234,496
    
    
    $
    
    
    
    $
    782,602Gross profit
    
    
    53,459
    
    
    
    33,205
    
    
    
    18,277
    
    
    
    57,074
    
    
    
    
    
    
    
    162,015Expenses (a)
    
    
    32,730
    
    
    
    30,288
    
    
    
    9,175
    
    
    
    40,848
    
    
    
    26,669
    
    
    
    139,710Income (loss) before
reorganization items and
income taxes
    
    
    20,729
    
    
    
    2,917
    
    
    
    9,102
    
    
    
    16,226
    
    
    
    (26,669
    )
    
    
    22,305(a) includes:Restructuring expenses
    
    
    255
    
    
    
    2,895
    
    
    
    40
    
    
    
    4,328
    
    
    
    265
    
    
    
    7,783
 For the Nine Months Ended December 31, 2009Transportation
    
    IndustrialEurope
    
    
    
    
    
    Europe
    
    OtherAmericas
    
    and ROW
    
    Americas
    
    and ROW
    
    (a)
    
    Consolidated(In thousands)Net sales
    
    $
    694,349
    
    
    $
    577,449
    
    
    $
    173,252
    
    
    $
    526,091
    
    
    $
    
    
    
    $
    1,971,141Gross profit
    
    
    146,683
    
    
    
    97,428
    
    
    
    41,128
    
    
    
    109,549
    
    
    
    
    
    
    
    394,788Expenses (a)
    
    
    92,494
    
    
    
    96,741
    
    
    
    30,518
    
    
    
    139,280
    
    
    
    59,883
    
    
    
    418,916Income (loss) before
reorganization items and
income taxes
    
    
    54,189
    
    
    
    687
    
    
    
    10,610
    
    
    
    (29,731
    )
    
    
    (59,883
    )
    
    
    (24,128
    )(a) includes:Restructuring expenses
    
    
    5,380
    
    
    
    22,134
    
    
    
    214
    
    
    
    26,381
    
    
    
    1,312
    
    
    
    55,421
 For the Nine Months Ended December 31, 2008Transportation
    
    IndustrialEurope
    
    
    
    
    
    Europe
    
    OtherAmericas
    
    and ROW
    
    Americas
    
    and ROW
    
    (a)
    
    Consolidated(In thousands)Net sales
    
    $
    895,128
    
    
    $
    731,510
    
    
    $
    230,707
    
    
    $
    810,705
    
    
    $
    
    
    
    $
    2,668,050Gross profit
    
    
    168,646
    
    
    
    90,646
    
    
    
    65,059
    
    
    
    169,028
    
    
    
    
    
    
    
    493,379Expenses (a)
    
    
    97,470
    
    
    
    94,908
    
    
    
    29,209
    
    
    
    130,385
    
    
    
    110,942
    
    
    
    462,914Income (loss) before
reorganization items and
income taxes
    
    
    71,176
    
    
    
    (4,262
    )
    
    
    35,850
    
    
    
    38,643
    
    
    
    (110,942
    )
    
    
    30,465(a) includes:Restructuring expenses
    
    
    938
    
    
    
    5,900
    
    
    
    37
    
    
    
    12,366
    
    
    
    420
    
    
    
    19,661
 
 (a)
    
    Other includes unallocated corporate expenses, interest expense,
currency remeasurement gain/loss, and gain/loss on revaluation of
warrants. 19




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##### Table of Contents



Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
   Executive Overview
    Factors Which Affect the Companys Financial Performance
 Lead and other Raw Materials.
 Energy Costs.
 Competition
 Exchange Rates
 20




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##### Table of Contents



Markets
 Seasonality and Weather.
  Interest Rates.
 Third Quarter of Fiscal 2010 Highlights and Outlook
       21




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##### Table of Contents



Critical Accounting Policies and Estimates
   Results of Operations
 Three months ended December 31, 2009 compared with three months ended December 31, 2008
 Net Sales
  FAVORABLE / (UNFAVORABLE)For the Three Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyDecember 31, 2009
    
    
    December 31, 2008
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    238,784
    
    
    $
    273,143
    
    
    $
    (34,359
    )
    
    $
    
    
    
    $
    (34,359
    )Europe & ROW
    
    
    248,556
    
    
    
    210,282
    
    
    
    38,274
    
    
    
    30,105
    
    
    
    8,169Industrial EnergyAmericas
    
    
    56,758
    
    
    
    64,681
    
    
    
    (7,923
    )
    
    
    
    
    
    
    (7,923
    )Europe & ROW
    
    
    202,374
    
    
    
    234,496
    
    
    
    (32,122
    )
    
    
    27,251
    
    
    
    (59,373
    )TOTAL
    
    $
    746,472
    
    
    $
    782,602
    
    
    $
    (36,130
    )
    
    $
    57,356
    
    
    $
    (93,486
    )
  22




---



##### Table of Contents



Gross Profit
  For the Three Months EndedDecember 31, 2009
    
    
    December 31, 2008
    
    
    FAVORABLE / (UNFAVORABLE)Percent of
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyTOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    56,678
    
    
    
    23.7
    %
    
    $
    53,459
    
    
    
    19.6
    %
    
    $
    3,219
    
    
    $
    
    
    
    $
    3,219Europe & ROW
    
    
    48,639
    
    
    
    19.6
    %
    
    
    33,205
    
    
    
    15.8
    %
    
    
    15,434
    
    
    
    5,887
    
    
    
    9,547Industrial EnergyAmericas
    
    
    14,806
    
    
    
    26.1
    %
    
    
    18,277
    
    
    
    28.3
    %
    
    
    (3,471
    )
    
    
    
    
    
    
    (3,471
    )Europe & ROW
    
    
    38,075
    
    
    
    18.8
    %
    
    
    57,074
    
    
    
    24.3
    %
    
    
    (18,999
    )
    
    
    5,958
    
    
    
    (24,957
    )TOTAL
    
    $
    158,198
    
    
    
    21.2
    %
    
    $
    162,015
    
    
    
    20.7
    %
    
    $
    (3,817
    )
    
    $
    11,845
    
    
    $
    (15,662
    )
     23




---



##### Table of Contents



Expenses
  
    
    Selling, marketing, and advertising expenses decreased $7.2 million, to $65.3 million in
the third quarter of fiscal 2010 from $72.5 million in the third quarter of fiscal 2009.
Excluding unfavorable foreign currency translation impact of $4.6 million, the expenses
decreased by $11.8 million primarily due to decreases in sales commissions and distribution
costs related to lower unit sales and other spending controls.
    
    General and administrative expenses increased $2.4 million, to $44.7 million in the
third quarter of fiscal 2010 from $42.3 million in the third quarter of fiscal 2009. The
increase included an unfavorable foreign currency translation impact of $2.9 million.
Excluding the foreign currency translation impact, general and administrative expenses in
the third quarter of fiscal 2010 decreased by $0.6 million due to decreases in
discretionary expenses, partially offset by increases in engineering costs.
    
    Restructuring expenses increased $1.5 million to $9.3 million in the third quarter of
fiscal 2010 from $7.8 million in the third quarter of fiscal 2009. This increase primarily
related to costs associated with headcount reductions to continue streamlining the
Companys manufacturing and commercial organizations.
    
    Other expenses (income) were $0.7 million in the third quarter of fiscal 2010 versus
($0.4) million in the third quarter of fiscal 2009. The net change was primarily driven by
a currency remeasurement gain of $0.3 million in the current period compared with a $7.7
million loss in the prior year period, partially offset by a $6.3 million lower gain on
revaluation of warrants.
    
    Interest expense decreased $2.3 million, to $15.3 million in the third quarter of fiscal
2010 from $17.5 million in the third quarter of fiscal 2009 primarily due to the favorable
impact of lower borrowings and interest rates on borrowings under the Companys Credit
Agreement.
 FAVORABLE / (UNFAVORABLE)For the Three Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyDecember 31, 2009
    
    
    December 31, 2008
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    29,978
    
    
    $
    32,730
    
    
    $
    2,752
    
    
    $
    
    
    
    $
    2,752Europe & ROW
    
    
    28,727
    
    
    
    30,288
    
    
    
    1,561
    
    
    
    (3,740
    )
    
    
    5,301Industrial EnergyAmericas
    
    
    9,923
    
    
    
    9,175
    
    
    
    (748
    )
    
    
    
    
    
    
    (748
    )Europe & ROW
    
    
    43,129
    
    
    
    40,848
    
    
    
    (2,281
    )
    
    
    (5,025
    )
    
    
    2,744Unallocated expenses
    
    
    23,508
    
    
    
    26,669
    
    
    
    3,161
    
    
    
    (1,187
    )
    
    
    4,348TOTAL
    
    $
    135,265
    
    
    $
    139,710
    
    
    $
    4,445
    
    
    $
    (9,952
    )
    
    $
    14,397
    24




---



##### Table of Contents



For the Three Months Ended
    
    
    FAVORABLEDecember 31, 2009
    
    
    December 31, 2008
    
    
    (UNFAVORABLE)(In thousands)Corporate expenses
    
    $
    8,235
    
    
    $
    10,726
    
    
    $
    2,491Restructuring
    
    
    255
    
    
    
    265
    
    
    
    10Other expense (income):Currency remeasurement loss
    
    
    451
    
    
    
    5,229
    
    
    
    4,778Gain on revaluation of warrants
    
    
    (740
    )
    
    
    (7,062
    )
    
    
    (6,322
    )Other
    
    
    41
    
    
    
    (21
    )
    
    
    (62
    )Interest, net
    
    
    15,266
    
    
    
    17,532
    
    
    
    2,266TOTAL
    
    $
    23,508
    
    
    $
    26,669
    
    
    $
    3,161
 Foreign currency translation unfavorably impacted unallocated expenses by $1.2 million in the
third quarter of fiscal 2010.
 Income Taxes
 For the Three Months EndedDecember 31, 2009
    
    December 31, 2008(In thousands)Pre-tax income
    
    $
    22,545
    
    
    $
    21,896Income tax provision
    
    
    12,524
    
    
    
    6,367Effective tax rate
    
    
    55.6
    %
    
    
    29.1
    %
  Nine months ended December 31, 2009 compared with nine months ended December 31, 2008
 Net Sales
  25




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##### Table of Contents



FAVORABLE / (UNFAVORABLE)For the Nine Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyDecember 31, 2009
    
    
    December 31, 2008
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    694,349
    
    
    $
    895,128
    
    
    $
    (200,779
    )
    
    $
    
    
    
    $
    (200,779
    )Europe & ROW
    
    
    577,449
    
    
    
    731,510
    
    
    
    (154,061
    )
    
    
    (902
    )
    
    
    (153,159
    )Industrial EnergyAmericas
    
    
    173,252
    
    
    
    230,707
    
    
    
    (57,455
    )
    
    
    
    
    
    
    (57,455
    )Europe & ROW
    
    
    526,091
    
    
    
    810,705
    
    
    
    (284,614
    )
    
    
    (6,496
    )
    
    
    (278,118
    )TOTAL
    
    $
    1,971,141
    
    
    $
    2,668,050
    
    
    $
    (696,909
    )
    
    $
    (7,398
    )
    
    $
    (689,511
    )
     Gross Profit
  For the Nine Months EndedDecember 31, 2009
    
    
    December 31, 2008
    
    
    FAVORABLE / (UNFAVORABLE)Percent of
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyTOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    146,683
    
    
    
    21.1
    %
    
    $
    168,646
    
    
    
    18.8
    %
    
    $
    (21,963
    )
    
    $
    
    
    
    $
    (21,963
    )Europe & ROW
    
    
    97,428
    
    
    
    16.9
    %
    
    
    90,646
    
    
    
    12.4
    %
    
    
    6,782
    
    
    
    1,669
    
    
    
    5,113Industrial EnergyAmericas
    
    
    41,128
    
    
    
    23.7
    %
    
    
    65,059
    
    
    
    28.2
    %
    
    
    (23,931
    )
    
    
    
    
    
    
    (23,931
    )Europe & ROW
    
    
    109,549
    
    
    
    20.8
    %
    
    
    169,028
    
    
    
    20.8
    %
    
    
    (59,479
    )
    
    
    (1,701
    )
    
    
    (57,778
    )TOTAL
    
    $
    394,788
    
    
    
    20.0
    %
    
    $
    493,379
    
    
    
    18.5
    %
    
    $
    (98,591
    )
    
    $
    (32
    )
    
    $
    (98,559
    )
   26




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##### Table of Contents



Expenses
  
    
    Selling, marketing, and advertising decreased $36.6 million to $194.4 million in the
first nine months of fiscal 2010 from $231.0 million in the first nine months of fiscal
2009. Foreign currency translation favorably impacted selling, marketing, and advertising
costs in the first nine months of fiscal 2010 by approximately $5.7 million. The remaining
decrease was due primarily to decreases in sales commissions and other spending controls.
    
    General and administrative increased $1.0 million to $134.0 million in the first nine
months of fiscal 2010 from $133.0 million in the first nine months of fiscal 2009. Foreign
currency translation favorably impacted general and administrative costs in the first nine
months of fiscal 2010 by approximately $3.7 million,. The remaining increase was primarily
due to increases in engineering spending and non-cash stock compensation costs, partially
offset by decreases in discretionary expenses.
    
    Restructuring increased $35.7 million to $55.4 million in the first nine months of
fiscal 2010 from $19.7 million in the first nine months of fiscal 2009. This increase
primarily related to costs associated with headcount reductions in certain manufacturing
facilities, principally the Auxerre, France transportation battery plant and the Over
Hulton, U.K. industrial energy battery plant closures.
    
    Other expense (income) was ($9.7) million in the first nine months of fiscal 2010 versus
$24.1 million in the first nine months of fiscal 2009. The change is primarily due to a
$50.7 million favorable variance in currency remeasurement, partially offset by a $6.1
million lower gain on revaluation of warrants and $6.6 million higher loss on asset sales
and impairments.
    
    Interest expense decreased $10.4 million to $44.8 million in the first nine months of
fiscal 2010 from $55.2 million in the first nine months of fiscal 2009 due primarily to the
favorable impact of lower interest rates on borrowings under the Companys Credit
Agreement.
    
    Foreign currency translation favorably impacted expenses by $8.7 million in the first
nine months of fiscal 2010.
 27




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##### Table of Contents



FAVORABLE / (UNFAVORABLE)For the Nine Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyDecember 31, 2009
    
    
    December 31, 2008
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    92,494
    
    
    $
    97,470
    
    
    $
    4,976
    
    
    $
    
    
    
    $
    4,976Europe & ROW
    
    
    96,741
    
    
    
    94,908
    
    
    
    (1,833
    )
    
    
    3,757
    
    
    
    (5,590
    )Industrial EnergyAmericas
    
    
    30,518
    
    
    
    29,209
    
    
    
    (1,309
    )
    
    
    
    
    
    
    (1,309
    )Europe & ROW
    
    
    139,280
    
    
    
    130,385
    
    
    
    (8,895
    )
    
    
    3,846
    
    
    
    (12,741
    )Unallocated expenses
    
    
    59,883
    
    
    
    110,942
    
    
    
    51,059
    
    
    
    1,118
    
    
    
    49,941TOTAL
    
    $
    418,916
    
    
    $
    462,914
    
    
    $
    43,998
    
    
    $
    8,721
    
    
    $
    35,277
      For the Nine Months Ended
    
    
    FAVORABLEDecember 31, 2009
    
    
    December 31, 2008
    
    
    (UNFAVORABLE)(In thousands)Corporate expenses
    
    $
    29,920
    
    
    $
    30,991
    
    
    $
    1,071Restructuring
    
    
    1,312
    
    
    
    420
    
    
    
    (892
    )Other (income) expense:Currency remeasurement (gain) loss
    
    
    (15,717
    )
    
    
    30,988
    
    
    
    46,705Gain on revaluation of warrants
    
    
    (538
    )
    
    
    (6,591
    )
    
    
    (6,053
    )Other
    
    
    103
    
    
    
    (24
    )
    
    
    (127
    )Interest, net
    
    
    44,803
    
    
    
    55,158
    
    
    
    10,355TOTAL
    
    $
    59,883
    
    
    $
    110,942
    
    
    $
    51,059
  28




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Income Taxes
 For the Nine Months EndedDecember 31, 2009
    
    December 31, 2008(In thousands)Pre-tax (loss) income
    
    $
    (25,390
    )
    
    $
    29,121Income tax provision
    
    
    26,526
    
    
    
    33,245Effective tax rate
    
    
    -104.5
    %
    
    
    114.2
    %
  Liquidity and Capital Resources
   The Revolving Loan
    The Term Loan
  29




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30




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Sources of Cash
     Uses Of Cash
      Financial Instruments and Market Risk
   Accounts Receivable Factoring Arrangements
  31




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Item 3. Quantitative and Qualitative Disclosures about Market Risks
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
  32




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CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISION OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
     33




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  The loss of the Companys primary supplier of polyethylene battery separators would have a material
adverse effect on the Companys business.
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (d) MaximumNumber (orApproximate Dollar(c) Total Number of
    
    Value) of Shares (or(a) Total
    
    
    
    
    
    Shares (or Units)
    
    Units) that May YetNumber of
    
    (b) Average Price
    
    Purchased as Part of
    
    Be Purchased UnderShares (or Units)
    
    Paid per Share (or
    
    Publicly Announced
    
    the Plans orPeriod
    
    Purchased (1)
    
    Unit)
    
    Plans or Programs
    
    ProgramsOctober 1 through October 31
    
    
    919
    
    
    $
    7.62
    
    
    
    
    
    
    
    November 1 through November 30
    
    
    11,221
    
    
    $
    7.90
    
    
    
    
    
    
    
    December 1 through December 31
    
    
    234
    
    
    $
    7.55
    
    
    
    
    
    
    
    
 
 (1)
    
    Acquired by the Company in exchange for payment of U.S. tax
obligations for certain participants in the Companys 2004 Stock
Incentive Plan that elected to surrender a portion of their shares in
connection with vesting of restricted stock awards. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 4.1
    
    Second Amendment to Credit Agreement, dated as of November 12, 2009,
among the Company, each Domestic Subsidiary, Exide Global Holding
Netherlands C.V., a limited partnership organized under the laws of
The Netherlands, the Lenders party hereto and Deutsche Bank AG New
York Branch, as Administrative Agent.10.1
    
    Letter dated November 3, 2009 amending the Amended and Restated
Employment Agreement of Gordon A. Ulsh, incorporated by reference to
Exhibit 10.1 to the Companys Report on Form 8-K dated November 5,
2009.31.1
    
    Certification of Gordon A. Ulsh, Chief Executive Officer, pursuant
to Section 302 of Sarbanes-Oxley Act of 2002.
 34




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##### Table of Contents



31.2
    
    Certification of Phillip A. Damaska, Executive Vice
President and Chief Financial Officer, pursuant to Section 302 of
Sarbanes-Oxley Act of 2002.32
    
    Certifications pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
 35




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SIGNATURES
  EXIDE TECHNOLOGIESBy:
    /s/ Phillip A. DamaskaPhillip A. Damaska
Executive Vice President and
Chief Financial OfficerDate: February 3, 2010 36