##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 1-11263
 EXIDE TECHNOLOGIES
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    23-0552730
(I.R.S. Employer
Identification Number)13000 Deerfield Parkway, 
Building 200
Milton, Georgia
(Address of principal executive offices)
    
    30004
(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
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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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 MONTHS
ENDED JUNE 30, 2010 AND 2009
    
    3CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2010 AND MARCH 31, 2010
    
    4CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS
ENDED JUNE 30, 2010 AND 2009
    
    5NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    6Item 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
    
    19Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    27Item 4 CONTROLS AND PROCEDURES
    
    27PART II. OTHER INFORMATIONItem 1. LEGAL PROCEEDINGS
    
    30Item 1A. RISK FACTORS
    
    30Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    30Item 3. DEFAULTS UPON SENIOR SECURITIES
    
    30Item 4. [REMOVED & RESERVED]
    
    30Item 5. OTHER INFORMATION
    
    30Item 6. EXHIBITS
    
    30SIGNATURES
    
    31EX-10.2EX-31.1EX-31.2EX-32
  2




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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 EndedJune 30, 2010
    
    
    June 30, 2009(In thousands, except per-share data)NET SALES
    
    $
    644,666
    
    
    $
    592,854COST OF SALES
    
    
    524,300
    
    
    
    486,170Gross profit
    
    
    120,366
    
    
    
    106,684EXPENSES:Selling, marketing and advertising
    
    
    59,519
    
    
    
    65,318General and administrative
    
    
    42,145
    
    
    
    42,931Restructuring
    
    
    6,894
    
    
    
    35,665Other expense (income), net
    
    
    10,995
    
    
    
    (3,361
    )Interest expense, net
    
    
    14,983
    
    
    
    14,720134,536
    
    
    
    155,273Loss before reorganization items and income taxes
    
    
    (14,170
    )
    
    
    (48,589
    )REORGANIZATION ITEMS, NET
    
    
    636
    
    
    
    555INCOME TAX (BENEFIT) PROVISION
    
    
    (5,800
    )
    
    
    4,872Net loss
    
    
    (9,006
    )
    
    
    (54,016
    )NET INCOME (LOSS) ATTRIBUTABLE TO
NONCONTROLLING INTERESTS
    
    
    38
    
    
    
    (42
    )Net loss attributable to
Exide Technologies
    
    $
    (9,044
    )
    
    $
    (53,974
    )LOSS PER SHAREBasic and Diluted
    
    $
    (0.12
    )
    
    $
    (0.71
    )WEIGHTED AVERAGE SHARESBasic and Diluted
    
    
    76,315
    
    
    
    75,821
  3




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EXIDE TECHNOLOGIES AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited, in thousands, except per-share data)
 June 30, 2010
    
    
    March 31, 2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    80,538
    
    
    $
    89,558Receivables, net of allowance for doubtful accounts of $27,623 and $31,274
    
    
    405,311
    
    
    
    488,942Inventories
    
    
    447,450
    
    
    
    418,396Prepaid expenses and other
    
    
    16,102
    
    
    
    16,599Deferred financing costs, net
    
    
    4,794
    
    
    
    4,944Deferred income taxes
    
    
    23,782
    
    
    
    24,386Total current assets
    
    
    977,977
    
    
    
    1,042,825Property, plant and equipment, net
    
    
    562,053
    
    
    
    603,160Other assets:Goodwill and intangibles
    
    
    167,404
    
    
    
    180,428Investments in affiliates
    
    
    2,004
    
    
    
    2,156Deferred financing costs, net
    
    
    6,988
    
    
    
    7,316Deferred income taxes
    
    
    88,947
    
    
    
    85,613Other
    
    
    38,106
    
    
    
    34,728303,449
    
    
    
    310,241Total assets
    
    $
    1,843,479
    
    
    $
    1,956,226LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term borrowings
    
    $
    8,369
    
    
    $
    7,682Current maturities of long-term debt
    
    
    4,794
    
    
    
    5,241Accounts payable
    
    
    306,101
    
    
    
    333,532Accrued expenses
    
    
    239,893
    
    
    
    267,038Warrants liability
    
    
    235
    
    
    
    336Total current liabilities
    
    
    559,392
    
    
    
    613,829Long-term debt
    
    
    635,200
    
    
    
    646,604Noncurrent retirement obligations
    
    
    207,236
    
    
    
    221,248Deferred income tax liability
    
    
    19,935
    
    
    
    23,485Other noncurrent liabilities
    
    
    100,207
    
    
    
    103,022Total liabilities
    
    
    1,521,970
    
    
    
    1,608,188Commitments 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,
75,856 and 75,601 shares issued and outstanding
    
    
    758
    
    
    
    756Additional paid-in capital
    
    
    1,121,049
    
    
    
    1,119,959Accumulated deficit
    
    
    (808,139
    )
    
    
    (799,095
    )Accumulated other comprehensive income
    
    
    (5,633
    )
    
    
    10,714Total stockholders equity attributable to Exide Technologies
    
    
    308,035
    
    
    
    332,334Noncontrolling interests
    
    
    13,474
    
    
    
    15,704Total stockholders equity
    
    
    321,509
    
    
    
    348,038Total liabilities and stockholders equity
    
    $
    1,843,479
    
    
    $
    1,956,226
  4




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EXIDE TECHNOLOGIES AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited, in thousands)
 For the Three Months EndedJune 30, 2010
    
    
    June 30, 2009Cash Flows From Operating Activities:Net loss
    
    $
    (9,006
    )
    
    $
    (54,016
    )Adjustments to reconcile net loss to net cash provided by operating activitiesDepreciation and amortization
    
    
    20,936
    
    
    
    22,480Unrealized (gain) loss on warrants
    
    
    (101
    )
    
    
    471Net loss on asset sales / impairments
    
    
    1,311
    
    
    
    5,364Deferred income taxes
    
    
    (9,824
    )
    
    
    345Provision for doubtful accounts
    
    
    (416
    )
    
    
    1,787Non-cash stock compensation
    
    
    1,957
    
    
    
    2,284Reorganization items, net
    
    
    636
    
    
    
    555Amortization of deferred financing costs
    
    
    1,213
    
    
    
    1,234Currency remeasurement loss (gain)
    
    
    9,756
    
    
    
    (9,264
    )Changes in assets and liabilities Receivables
    
    
    53,749
    
    
    
    75,720Inventories
    
    
    (53,807
    )
    
    
    22,757Prepaid expenses and other
    
    
    (314
    )
    
    
    437Payables
    
    
    (6,531
    )
    
    
    (26,776
    )Accrued expenses
    
    
    (10,117
    )
    
    
    15,643Noncurrent liabilities
    
    
    328
    
    
    
    (1,354
    )Other, net
    
    
    3,468
    
    
    
    (1,181
    )Net cash provided by operating activities
    
    
    3,238
    
    
    
    56,486Cash Flows From Investing Activities:Capital expenditures
    
    
    (10,447
    )
    
    
    (15,171
    )Proceeds from sales of assets, net
    
    
    287
    
    
    
    Net cash used in investing activities
    
    
    (10,160
    )
    
    
    (15,171
    )Cash Flows From Financing Activities:Increase in short-term borrowings
    
    
    2,286
    
    
    
    25Decrease in borrowings under Senior Secured Credit Facility
    
    
    (714
    )
    
    
    (749
    )Increase in controlling interests in subsidiaries
    
    
    (886
    )
    
    
    (1,170
    )(Decrease) increase in other debt
    
    
    (410
    )
    
    
    8,385Common stock issuance, financing costs and other
    
    
    21
    
    
    
    51Net cash provided by financing activities
    
    
    297
    
    
    
    6,542Effect of Exchange Rate Changes on Cash and Cash Equivalents
    
    
    (2,395
    )
    
    
    4,159Net (Decrease) Increase In Cash and Cash Equivalents
    
    
    (9,020
    )
    
    
    52,016Cash and Cash Equivalents, Beginning of Period
    
    
    89,558
    
    
    
    69,505Cash and Cash Equivalents, End of Period
    
    $
    80,538
    
    
    $
    121,521Supplemental Disclosures of Cash Flow Information:Cash paid during the period -Interest
    
    $
    4,097
    
    
    $
    4,020Income taxes (net of refunds)
    
    $
    1,658
    
    
    $
    (552
    )
  5




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EXIDE TECHNOLOGIES AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2010
 (Unaudited)
 (1) BASIS OF PRESENTATION
   (2) STOCKHOLDERS EQUITY AND COMPREHENSIVE LOSS
  AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalCommon
    
    
    Paid-in
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Noncontrolling
    
    
    Stockholders'Stock
    
    
    Capital
    
    
    Deficit
    
    
    Income
    
    
    Interests
    
    
    Equity(In thousands)Balance at April 1, 2010
    
    $
    756
    
    
    $
    1,119,959
    
    
    $
    (799,095
    )
    
    $
    10,714
    
    
    $
    15,704
    
    
    $
    348,038Net loss (Income)
    
    
    
    
    
    
    
    
    
    
    (9,044
    )
    
    
    
    
    
    
    38
    
    
    
    (9,006
    )Defined benefit plans,
net of tax of $184
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    480
    
    
    
    
    
    
    
    480Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,755
    )
    
    
    (1,493
    )
    
    
    (19,248
    )Net recognition of unrealized
loss on derivatives,
net of tax of $329
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    928
    
    
    
    
    
    
    
    928Increase in ownership of
subsidiary
    
    
    
    
    
    
    (886
    )
    
    
    
    
    
    
    
    
    
    
    (775
    )
    
    
    (1,661
    )Common stock issuance
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Stock compensation/other
    
    
    
    
    
    
    1,976
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,976Balance at June 30, 2010
    
    $
    758
    
    
    $
    1,121,049
    
    
    $
    (808,139
    )
    
    $
    (5,633
    )
    
    $
    13,474
    
    
    $
    321,509
  For the Three Months EndedJune 30, 2010
    
    
    June 30, 2009(In thousands)Net loss
    
    $
    (9,006
    )
    
    $
    (54,016
    )Defined benefit plans
    
    
    480
    
    
    
    2,143Cumulative translation adjustment
    
    
    (19,248
    )
    
    
    20,496Derivatives qualifying as hedges
    
    
    928
    
    
    
    606Total comprehensive loss
    
    $
    (26,846
    )
    
    $
    (30,771
    )
 6




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(3) ACCOUNTING FOR DERIVATIVES
       7




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Fair Value As ofBalance Sheet Location

    
    June 30, 2010
    
    
    March 31, 2010(In thousands)Asset Derivatives:Foreign Exchange Forward
    
    Other noncurrent assets
    
    $
    9,539
    
    
    $
    4,034Foreign Exchange Forward
    
    Current assets
    
    
    77
    
    
    
    Commodity Swap
    
    Current assets
    
    
    
    
    
    
    665Liability Derivatives:Interest Rate Swap
    
    Current liabilities
    
    
    3,959
    
    
    
    5,350Foreign Exchange Forward
    
    Current liabilities
    
    
    76
    
    
    
    270Commodity Swap
    
    Current liabilities
    
    
    107
    
    
    
    
 Statement of Operations

    
    For the Three Months EndedLocation

    
    June 30, 2010
    
    
    June 30, 2009(In thousands)Foreign Exchange Forwards(Gain) Loss
    
    Other (income) expense, net
    
    $
    (10,537
    )
    
    $
    3,345Commodity SwapLoss
    
    Cost of goods sold
    
    
    107
    
    
    
    Interest Rate Swap (a)Loss
    
    Interest expense, net
    
    
    1,429
    
    
    
    1,412
 
 (a)
    
    Approximately $3.5 million is expected to be reclassified from OCI to interest expense during the remainder of fiscal 2011. (4) INTANGIBLE ASSETS AND GOODWILL
  Trademarks
    
    
    Trademarksand
    
    
    andGoodwill
    
    
    Tradenames
    
    
    Tradenames(not subject to
    
    
    (not subject to
    
    
    (subject to
    
    
    Customeramortization)
    
    
    amortization)
    
    
    amortization)
    
    
    Relationships
    
    
    Technology
    
    
    Total(In thousands)As of June 30, 2010Gross Amount
    
    $
    4,382
    
    
    $
    57,344
    
    
    $
    13,029
    
    
    $
    107,758
    
    
    $
    28,928
    
    
    $
    211,441Accumulated
    
    
    
    
    
    
    
    
    
    
    (6,345
    )
    
    
    (27,563
    )
    
    
    (10,129
    )
    
    
    (44,037
    )Net
    
    $
    4,382
    
    
    $
    57,344
    
    
    $
    6,684
    
    
    $
    80,195
    
    
    $
    18,799
    
    
    $
    167,404As of March 31, 2010Gross Amount
    
    $
    4,538
    
    
    $
    61,110
    
    
    $
    13,886
    
    
    $
    115,175
    
    
    $
    30,742
    
    
    $
    225,451Accumulated
    
    
    
    
    
    
    
    
    
    
    (6,489
    )
    
    
    (28,517
    )
    
    
    (10,017
    )
    
    
    (45,023
    )Net
    
    $
    4,538
    
    
    $
    61,110
    
    
    $
    7,397
    
    
    $
    86,658
    
    
    $
    20,725
    
    
    $
    180,428
  8




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(5) INVENTORIES
  June 30, 2010
    
    
    March 31, 2010(In thousands)Raw materials
    
    $
    89,986
    
    
    $
    73,337Work-in-process
    
    
    113,143
    
    
    
    85,838Finished goods
    
    
    244,321
    
    
    
    259,221$
    447,450
    
    
    $
    418,396
 (6) OTHER ASSETS
 June 30, 2010
    
    
    March 31, 2010(In thousands)Deposits (a)
    
    $
    17,199
    
    
    $
    18,981Capitalized software, net
    
    
    3,617
    
    
    
    4,402Long-term trade receivables
    
    
    1,005
    
    
    
    1,005Retirement plans
    
    
    3,111
    
    
    
    1,958Financial instruments
    
    
    9,539
    
    
    
    4,034Other
    
    
    3,635
    
    
    
    4,348$
    38,106
    
    
    $
    34,728
 
 (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
   June 30, 2010
    
    
    March 31, 2010(In thousands)Senior Secured Credit Facility
    
    $
    276,613
    
    
    $
    286,66110.5% 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 11.0% due in
installments through 2015
    
    
    13,381
    
    
    
    15,184Total
    
    
    639,994
    
    
    
    651,845Less-current maturities
    
    
    4,794
    
    
    
    5,241Total Long-Term Debt
    
    $
    635,200
    
    
    $
    646,604
 
 9




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(8) INTEREST EXPENSE, NET
  (9) OTHER EXPENSE (INCOME), NET
  For the Three Months EndedJune 30, 2010
    
    
    June 30, 2009(In thousands)Net loss on asset sales / impairments
    
    $
    1,311
    
    
    $
    5,364Equity income
    
    
    29
    
    
    
    68Currency remeasurement loss (gain) (a)
    
    
    9,756
    
    
    
    (9,264
    )(Gain) loss on revaluation of warrants (b)
    
    
    (101
    )
    
    
    471$
    10,995
    
    
    $
    (3,361
    )
 
 (a)
    
    The currency remeasurement loss (gain) relates primarily to U.S. 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 the Companys 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
  Pension BenefitsFor the Three Months EndedJune 30, 2010
    
    
    June 30, 2009(In thousands)Components of net periodic
benefit cost:Service cost
    
    $
    782
    
    
    $
    820Interest cost
    
    
    8,202
    
    
    
    9,034Expected return on plan assets
    
    
    (7,119
    )
    
    
    (5,794
    )Amortization of:Prior service cost
    
    
    2
    
    
    
    3Actuarial loss
    
    
    265
    
    
    
    262Net periodic benefit cost
    
    $
    2,132
    
    
    $
    4,325
 Other Post-Retirement BenefitsFor the Three Months EndedJune 30, 2010
    
    
    June 30, 2009(In thousands)Components of net
periodic benefit cost:Service cost
    
    $
    45
    
    
    $
    32Interest cost
    
    
    254
    
    
    
    348Amortization of:Prior service cost
    
    
    (122
    )
    
    
    (96
    )Actuarial loss
    
    
    27
    
    
    
    17Net periodic benefit cost
    
    $
    204
    
    
    $
    301
 10




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(11) COMMITMENTS AND CONTINGENCIES
 Claims Reconciliation
     Private Party Lawsuits and other Legal Proceedings
  11




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Environmental Matters
    12




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13




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Tampa, Florida
  Columbus, Georgia
  Guarantees
   Sales Returns and Allowances
   Balance at March 31, 2010
    
    $
    36,257Accrual for sales returns and allowances
    
    
    9,476Settlements made (in cash or credit) and currency translation
    
    
    (10,020
    )Balance at June 30, 2010
    
    $
    35,713
 (12) INCOME TAXES
   14




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For the Three Months EndedJune 30, 2010
    
    
    June 30, 2009(In thousands)Federal statutory rate
    
    
    35.0
    %
    
    
    35.0
    %Change in valuation allowances
    
    
    (14.6
    %)
    
    
    (42.9
    %)Revaluation of warrants
    
    
    0.2
    %
    
    
    (0.3
    %)Rate differences on foreign subsidiaries
    
    
    8.6
    %
    
    
    3.2
    %Other, net
    
    
    10.0
    %
    
    
    (4.9
    %)Effective tax rate
    
    
    39.2
    %
    
    
    (9.9
    %)
       (13) RESTRUCTURING
    15




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Severance Costs
    
    
    Closure Costs
    
    
    Total(In thousands)Balance at March 31, 2010
    
    $
    19,483
    
    
    $
    7,095
    
    
    $
    26,578Restructuring Charges
    
    
    5,277
    
    
    
    1,617
    
    
    
    6,894Payments and Currency Translation
    
    
    (6,730
    )
    
    
    (5,563
    )
    
    
    (12,293
    )Balance at June 30, 2010
    
    $
    18,030
    
    
    $
    3,149
    
    
    $
    21,179
  (14) LOSS PER SHARE
   June 30, 2010
    
    
    June 30, 2009(In thousands)Shares associated with convertible debt (assumed conversion)
    
    
    3,697
    
    
    
    3,697Employee stock options
    
    
    3,911
    
    
    
    4,038Restricted stock awards
    
    
    639
    
    
    
    954Warrants
    
    
    6,725
    
    
    
    6,725Total shares excluded
    
    
    14,972
    
    
    
    15,414
 (15) FAIR VALUE MEASUREMENTS
   16




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##### Table of Contents



June 30, 2010
    
    
    March 31, 2010Estimated Fair
    
    
    
    
    
    
    Estimated FairCarrying Value
    
    
    Value
    
    
    Carrying Value
    
    
    Value(In thousands)(Liability) Asset:Senior Secured Credit Facility
    
    $
    (276,613
    )
    
    $
    (248,345
    )
    
    $
    (286,661
    )
    
    $
    (264,816
    )Senior Secured Notes due 2013
    
    
    (290,000
    )
    
    
    (288,695
    )
    
    
    (290,000
    )
    
    
    (294,350
    )Convertible Senior
Subordinated Notes due 2013
    
    
    (60,000
    )
    
    
    (37,650
    )
    
    
    (60,000
    )
    
    
    (39,150
    )Interest Rate Swap (a)
    
    
    (3,959
    )
    
    
    (3,959
    )
    
    
    (5,350
    )
    
    
    (5,350
    )Foreign Currency Forwards (a)Asset
    
    
    9,616
    
    
    
    9,616
    
    
    
    4,034
    
    
    
    4,034Liability
    
    
    (76
    )
    
    
    (76
    )
    
    
    (270
    )
    
    
    (270
    )Commodity Swap (a)
    
    
    (107
    )
    
    
    (107
    )
    
    
    665
    
    
    
    665
 
 (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)June 30, 2010:Assets:Foreign currency forward
    
    $
    9,616
    
    
    $
    
    
    
    $
    9,616
    
    
    $
    Liabilities:Interest rate swap
    
    
    3,959
    
    
    
    
    
    
    
    3,959
    
    
    
    Foreign currency forward
    
    
    76
    
    
    
    
    
    
    
    76
    
    
    
    Commodity Swap (diesel fuel)
    
    
    107
    
    
    
    
    
    
    
    107
    
    
    
    March 31, 2010:Assets:Foreign currency forward
    
    $
    4,034
    
    
    $
    
    
    
    $
    4,034
    
    
    $
    Commodity Swap (diesel fuel)
    
    
    665
    
    
    
    
    
    
    
    665
    
    
    
    Liabilities:Interest rate swap
    
    
    5,350
    
    
    
    
    
    
    
    5,350
    
    
    
    Foreign currency forward
    
    
    270
    
    
    
    
    
    
    
    270
    
    
    
    
  17




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(16) SEGMENT INFORMATION
      For the Three Months Ended June 30, 2010Transportation
    
    
    IndustrialEurope
    
    
    
    
    
    
    Europe
    
    
    OtherAmericas
    
    
    and ROW
    
    
    Americas
    
    
    and ROW
    
    
    (a)
    
    
    Consolidated(In thousands)Net sales
    
    $
    227,054
    
    
    $
    181,373
    
    
    $
    68,491
    
    
    $
    167,748
    
    
    $
    
    
    
    $
    644,666Gross profit
    
    
    39,759
    
    
    
    31,261
    
    
    
    16,187
    
    
    
    33,159
    
    
    
    
    
    
    
    120,366Expenses
    
    
    30,417
    
    
    
    23,153
    
    
    
    11,244
    
    
    
    35,152
    
    
    
    34,570
    
    
    
    134,536Income (loss) before reorganization
items and income taxes
    
    
    9,342
    
    
    
    8,108
    
    
    
    4,943
    
    
    
    (1,993
    )
    
    
    (34,570
    )
    
    
    (14,170
    )Depreciation and amortization
    
    
    6,928
    
    
    
    4,815
    
    
    
    2,841
    
    
    
    4,631
    
    
    
    1,721
    
    
    
    20,936Restructuring expenses
    
    
    1,434
    
    
    
    526
    
    
    
    68
    
    
    
    4,552
    
    
    
    314
    
    
    
    6,894
 For the Three Months Ended June 30, 2009Transportation
    
    
    IndustrialEurope
    
    
    
    
    
    
    Europe
    
    
    OtherAmericas
    
    
    and ROW
    
    
    Americas
    
    
    and ROW
    
    
    (a)
    
    
    Consolidated(In thousands)Net sales
    
    $
    230,797
    
    
    $
    146,447
    
    
    $
    59,934
    
    
    $
    155,676
    
    
    $
    
    
    
    $
    592,854Gross profit
    
    
    38,192
    
    
    
    18,820
    
    
    
    13,260
    
    
    
    36,412
    
    
    
    
    
    
    
    106,684Expenses
    
    
    32,887
    
    
    
    42,202
    
    
    
    10,647
    
    
    
    52,344
    
    
    
    17,193
    
    
    
    155,273Income (loss) before reorganization
items and income taxes
    
    
    5,305
    
    
    
    (23,382
    )
    
    
    2,613
    
    
    
    (15,932
    )
    
    
    (17,193
    )
    
    
    (48,589
    )Depreciation and amortization
    
    
    7,028
    
    
    
    5,302
    
    
    
    2,549
    
    
    
    6,004
    
    
    
    1,597
    
    
    
    22,480Restructuring expenses
    
    
    3,377
    
    
    
    18,743
    
    
    
    58
    
    
    
    13,153
    
    
    
    334
    
    
    
    35,665
 
 (a)
    
    Other includes unallocated corporate expenses, interest
expense, currency remeasurement gain/loss, and gain/loss on
revaluation of warrants. 18




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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
 19




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Markets
 Seasonality and Weather.
  Interest Rates.
 First quarter of Fiscal 2011 Highlights and Outlook
      20




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Critical Accounting Policies and Estimates
   Results of Operations
 Three months ended June 30, 2010 compared with three months ended June 30, 2009
 Net Sales
  FAVORABLE / (UNFAVORABLE)For the Three Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyJune 30, 2010
    
    
    June 30, 2009
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    227,054
    
    
    $
    230,797
    
    
    $
    (3,743
    )
    
    $
    
    
    
    $
    (3,743
    )Europe & ROW
    
    
    181,373
    
    
    
    146,447
    
    
    
    34,926
    
    
    
    (7,875
    )
    
    
    42,801Industrial EnergyAmericas
    
    
    68,491
    
    
    
    59,934
    
    
    
    8,557
    
    
    
    
    
    
    
    8,557Europe & ROW
    
    
    167,748
    
    
    
    155,676
    
    
    
    12,072
    
    
    
    (6,647
    )
    
    
    18,719TOTAL
    
    $
    644,666
    
    
    $
    592,854
    
    
    $
    51,812
    
    
    $
    (14,522
    )
    
    $
    66,334
  21




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##### Table of Contents



Gross Profit
  For the Three Months EndedJune 30, 2010
    
    
    June 30, 2009
    
    
    FAVORABLE / (UNFAVORABLE)Percent of
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyTOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    39,759
    
    
    
    17.5
    %
    
    $
    38,192
    
    
    
    16.5
    %
    
    $
    1,567
    
    
    $
    
    
    
    $
    1,567Europe & ROW
    
    
    31,261
    
    
    
    17.2
    %
    
    
    18,820
    
    
    
    12.9
    %
    
    
    12,441
    
    
    
    (1,077
    )
    
    
    13,518Industrial EnergyAmericas
    
    
    16,187
    
    
    
    23.6
    %
    
    
    13,260
    
    
    
    22.1
    %
    
    
    2,927
    
    
    
    
    
    
    
    2,927Europe & ROW
    
    
    33,159
    
    
    
    19.8
    %
    
    
    36,412
    
    
    
    23.4
    %
    
    
    (3,253
    )
    
    
    (409
    )
    
    
    (2,844
    )TOTAL
    
    $
    120,366
    
    
    
    18.7
    %
    
    $
    106,684
    
    
    
    18.0
    %
    
    $
    13,682
    
    
    $
    (1,486
    )
    
    $
    15,168
     Expenses
  
    
    Selling, marketing, and advertising expenses decreased $5.8 million, to $59.5 million in
the first quarter of fiscal 2011
 22




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##### Table of Contents



from $65.3 million in the first quarter of fiscal 2010 due
in part to a favorable foreign currency translation impact of $0.4 million. Excluding the
foreign currency translation impact, the expenses decreased by $5.4 million primarily due
to decreases in sales commissions and other spending controls.
 
    
    General and administrative expenses decreased $0.8 million, to $42.1 million in the
first quarter of fiscal 2011 from $42.9 million in the first quarter of fiscal 2010. The
decrease resulted from a favorable foreign currency translation impact of $0.8 million.
 
    
    Restructuring expenses decreased $28.8 million to $6.9 million in the first quarter of
fiscal 2011 from $35.7 million in the first quarter of fiscal 2010. This decrease
primarily related to fiscal 2010 restructuring activities, principally at the Auxerre,
France transportation battery plant and the Over Hulton, U.K. industrial energy battery
plant.
 
    
    Other expenses (income) were $11.0 million in the first quarter of fiscal 2011 versus
($3.4) million in the first quarter of fiscal 2010. The net change is primarily due to
currency remeasurement loss of $9.8 million in the current period compared with a $9.3
million gain in the prior year period, partially offset by a $4.1 million lower loss on
asset sales and impairments. The currency remeasurement results principally from historic
intercompany financing activities.
 
    
    Interest expense remained essentially flat at $15.0 million in the first quarter of
fiscal 2011 versus $14.7 million in the first quarter of fiscal 2010.
 FAVORABLE / (UNFAVORABLE)For the Three Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyJune 30, 2010
    
    
    June 30, 2009
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    30,417
    
    
    $
    32,887
    
    
    $
    2,470
    
    
    $
    
    
    
    $
    2,470Europe & ROW
    
    
    23,153
    
    
    
    42,202
    
    
    
    19,049
    
    
    
    788
    
    
    
    18,261Industrial EnergyAmericas
    
    
    11,244
    
    
    
    10,647
    
    
    
    (597
    )
    
    
    
    
    
    
    (597
    )Europe & ROW
    
    
    35,152
    
    
    
    52,344
    
    
    
    17,192
    
    
    
    2,004
    
    
    
    15,188Unallocated expenses
    
    
    34,570
    
    
    
    17,193
    
    
    
    (17,377
    )
    
    
    476
    
    
    
    (17,853
    )TOTAL
    
    $
    134,536
    
    
    $
    155,273
    
    
    $
    20,737
    
    
    $
    3,268
    
    
    $
    17,469
      23




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For the Three Months Ended
    
    
    FAVORABLEJune 30, 2010
    
    
    June 30, 2009
    
    
    (UNFAVORABLE)(In thousands)Corporate expenses
    
    $
    9,643
    
    
    $
    10,642
    
    
    $
    999Other expense (income):Currency
remeasurement loss
(gain)
    
    
    10,046
    
    
    
    (8,684
    )
    
    
    (18,730
    )(Gain) loss on
revaluation of
warrants
    
    
    (101
    )
    
    
    471
    
    
    
    572Other
    
    
    (1
    )
    
    
    44
    
    
    
    45Interest, net
    
    
    14,983
    
    
    
    14,720
    
    
    
    (263
    )TOTAL
    
    $
    34,570
    
    
    $
    17,193
    
    
    $
    (17,377
    )
  Income Taxes
 For the Three Months EndedJune 30, 2010
    
    
    June 30, 2009(In thousands)Pre-tax loss
    
    $
    (14,806
    )
    
    $
    (49,144
    )Income tax (benefit) provision
    
    
    (5,800
    )
    
    
    4,872Effective tax rate
    
    
    39.2
    %
    
    
    (9.9
    %)
  Liquidity and Capital Resources
   The Revolving Loan
  24




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The Term Loan
      The Senior Notes
  The Convertible Notes
  25




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Sources of Cash
      26




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##### Table of Contents



Uses of Cash
     Financial Instruments and Market Risk
   Accounts Receivable Factoring Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risks
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   27




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Changes in Internal Control Over Financial Reporting
  28




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##### Table of Contents



CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISION OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
     29




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (d) Maximum Number(c) Total Number of
    
    
    (or ApproximateShares (or Units)
    
    
    Dollar Value) ofPurchased as Part
    
    
    Shares (or Units)(a) Total Number of
    
    
    (b) Average Price
    
    
    of Publicly
    
    
    that May Yet BeShares (or Units)
    
    
    Paid per Share (or

    
    
    Announced Plans or
    
    
    Purchased Under thePeriod
    
    Purchased (1)
    
    
    Unit)

    
    
    Programs
    
    
    Plans or ProgramsApril 1 through April 30
    
    
    1,947
    
    
    $
    5.66May 1 through May 31
    
    
    3,979
    
    
    $
    5.17June 1 through June 30
    
    
    
    
    
    
    
 
 (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. [Removed and Reserved]
  
 Item 5. Other Information
  
 Item 6. Exhibits
 10.1
    
    Employment Agreement between Exide Technologies and James R. Bolch, dated June 10,
2010, incorporated by reference to Exhibit 10.1 to the Report on Form 8-K (file no.
001-11263) dated June 15, 2010.10.2
    
    10.2 Oral Agreement between Gordon A. Ulsh and Exide Technologies as of May 31, 2010.31.1
    
    Certification of James R. Bolch, President and Chief Executive Officer, pursuant to
Section 302 of Sarbanes-Oxley Act of 2002.31.2
    
    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.
 30




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SIGNATURES
  EXIDE TECHNOLOGIESBy:
    /s/ Phillip A. DamaskaPhillip A. DamaskaExecutive Vice President and
Chief Financial OfficerDate:  August 5, 2010 31