##### 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 September 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
 (Exact Name of Registrant as Specified in Its Charter)
 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 AND SIX MONTH PERIODS ENDED SEPTEMBER 30, 2010
AND 2009
    
    
    3CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER
30, 2010 AND MARCH 31, 2010
    
    
    4CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
    
    
    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
    
    
    31Item 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 [REMOVED AND RESERVED]
    
    
    34Item 5. OTHER INFORMATION
    
    
    34Item 6. EXHIBITS
    
    
    34SIGNATURES
    
    
    35EX-10.1EX-10.2EX-10.3EX-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 Six Months EndedSeptember 30, 2010
    
    
    September 30, 2009
    
    
    September 30, 2010
    
    
    September 30, 2009NET SALES
    
    $
    668,008
    
    
    $
    631,815
    
    
    $
    1,312,674
    
    
    $
    1,224,669COST OF SALES
    
    
    531,280
    
    
    
    501,909
    
    
    
    1,055,580
    
    
    
    988,079Gross profit
    
    
    136,728
    
    
    
    129,906
    
    
    
    257,094
    
    
    
    236,590EXPENSES:Selling, marketing and advertising
    
    
    61,188
    
    
    
    63,801
    
    
    
    120,707
    
    
    
    129,119General and administrative
    
    
    44,016
    
    
    
    46,367
    
    
    
    86,161
    
    
    
    89,297Restructuring
    
    
    5,196
    
    
    
    10,431
    
    
    
    12,090
    
    
    
    46,097Other (income) expense, net
    
    
    (9,775
    )
    
    
    (7,039
    )
    
    
    1,220
    
    
    
    (10,400
    )Interest expense, net
    
    
    15,161
    
    
    
    14,817
    
    
    
    30,144
    
    
    
    29,536115,786
    
    
    
    128,377
    
    
    
    250,322
    
    
    
    283,649Income (loss) before reorganization
items and income taxes
    
    
    20,942
    
    
    
    1,529
    
    
    
    6,772
    
    
    
    (47,059
    )REORGANIZATON ITEMS, NET
    
    
    865
    
    
    
    320
    
    
    
    1,502
    
    
    
    875INCOME TAX PROVISION (BENEFIT)
    
    
    1,988
    
    
    
    9,130
    
    
    
    (3,813
    )
    
    
    14,002Net income (loss)
    
    
    18,089
    
    
    
    (7,921
    )
    
    
    9,083
    
    
    
    (61,936
    )NET INCOME
ATTRIBUTABLE TO NONCONTROLLING INTERESTS
    
    
    132
    
    
    
    68
    
    
    
    170
    
    
    
    26Net income (loss) attributable to Exide
Technologies
    
    $
    17,957
    
    
    $
    (7,989
    )
    
    $
    8,913
    
    
    $
    (61,962
    )INCOME (LOSS) PER SHAREBasic
    
    $
    0.23
    
    
    $
    (0.11
    )
    
    $
    0.12
    
    
    $
    (0.82
    )Diluted
    
    
    0.22
    
    
    
    (0.11
    )
    
    
    0.11
    
    
    
    (0.82
    )WEIGHTED AVERAGE SHARESBasic
    
    
    76,492
    
    
    
    75,880
    
    
    
    76,416
    
    
    
    75,848Diluted
    
    
    80,603
    
    
    
    75,880
    
    
    
    80,634
    
    
    
    75,848
  3




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##### Table of Contents



EXIDE TECHNOLOGIES AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS  (Unaudited, in thousands, except per-share data)
 September 30, 2010
    
    
    March 31, 2010(In thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    77,380
    
    
    $
    89,558Receivables, net of allowance for doubtful accounts of $30,704 and $31,274
    
    
    451,665
    
    
    
    488,942Inventories
    
    
    472,214
    
    
    
    418,396Prepaid expenses and other
    
    
    18,343
    
    
    
    16,599Deferred financing costs, net
    
    
    4,963
    
    
    
    4,944Deferred income taxes
    
    
    27,658
    
    
    
    24,386Total current assets
    
    
    1,052,223
    
    
    
    1,042,825Property, plant and equipment, net
    
    
    598,872
    
    
    
    603,160Other assets:Goodwill and intangibles
    
    
    177,490
    
    
    
    180,428Investments in affiliates
    
    
    2,060
    
    
    
    2,156Deferred financing costs, net
    
    
    8,218
    
    
    
    7,316Deferred income taxes
    
    
    96,774
    
    
    
    85,613Other
    
    
    31,497
    
    
    
    34,728316,039
    
    
    
    310,241Total assets
    
    $
    1,967,134
    
    
    $
    1,956,226LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term borrowings
    
    $
    8,127
    
    
    $
    7,682Current maturities of long-term debt
    
    
    4,940
    
    
    
    5,241Accounts payable
    
    
    342,071
    
    
    
    333,532Accrued expenses
    
    
    249,890
    
    
    
    267,374Total current liabilities
    
    
    605,028
    
    
    
    613,829Long-term debt
    
    
    639,227
    
    
    
    646,604Noncurrent retirement obligations
    
    
    222,736
    
    
    
    221,248Deferred income tax liability
    
    
    28,392
    
    
    
    23,485Other noncurrent liabilities
    
    
    107,991
    
    
    
    103,022Total liabilities
    
    
    1,603,374
    
    
    
    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, 76,761 and 75,601 shares issued and outstanding
    
    
    768
    
    
    
    756Additional paid-in capital
    
    
    1,121,673
    
    
    
    1,119,959Accumulated deficit
    
    
    (790,182
    )
    
    
    (799,095
    )Accumulated other comprehensive income
    
    
    16,801
    
    
    
    10,714Total stockholders equity attributable to Exide Technologies
    
    
    349,060
    
    
    
    332,334Noncontrolling interests
    
    
    14,700
    
    
    
    15,704Total stockholders equity
    
    
    363,760
    
    
    
    348,038Total liabilities and stockholders equity
    
    $
    1,967,134
    
    
    $
    1,956,226
  4




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EXIDE TECHNOLOGIES AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (Unaudited, in thousands)
 For the Six Months EndedSeptember 30, 2010
    
    
    September 30, 2009Cash Flows From Operating Activities:Net Income (loss)
    
    $
    9,083
    
    
    $
    (61,936
    )Adjustments to reconcile net loss to net cash provided by operating activitiesDepreciation and amortization
    
    
    41,586
    
    
    
    45,501Unrealized (gain) loss on warrants
    
    
    (168
    )
    
    
    202Net loss on asset sales / impairments
    
    
    1,353
    
    
    
    6,174Deferred income taxes
    
    
    (8,815
    )
    
    
    5,898Provision for doubtful accounts
    
    
    200
    
    
    
    3,188Non-cash stock compensation
    
    
    3,259
    
    
    
    5,182Reorganization items, net
    
    
    1,502
    
    
    
    875Amortization of deferred financing costs
    
    
    2,433
    
    
    
    2,490Currency remeasurement loss (gain)
    
    
    226
    
    
    
    (16,860
    )Changes in assets and liabilities Receivables
    
    
    39,630
    
    
    
    52,910Inventories
    
    
    (48,504
    )
    
    
    16,180Prepaid expenses and other
    
    
    (1,528
    )
    
    
    720Payables
    
    
    3,131
    
    
    
    18,942Accrued expenses
    
    
    (22,113
    )
    
    
    (785
    )Noncurrent liabilities
    
    
    2,914
    
    
    
    (6,347
    )Other, net
    
    
    1,693
    
    
    
    (8,121
    )Net cash provided by operating activities
    
    
    25,882
    
    
    
    64,213Cash Flows From Investing Activities:Capital expenditures
    
    
    (30,592
    )
    
    
    (35,910
    )Proceeds from sales of assets, net
    
    
    1,301
    
    
    
    (51
    )Net cash used in investing activities
    
    
    (29,291
    )
    
    
    (35,961
    )Cash Flows From Financing Activities:Increase in short-term borrowings
    
    
    894
    
    
    
    177Decrease in borrowings under Senior Secured Credit Facility
    
    
    (7,591
    )
    
    
    (1,501
    )(Decrease) increase in other debt
    
    
    (809
    )
    
    
    8,214Common stock issuance, financing costs, and other
    
    
    249
    
    
    
    Acquisition of noncontrolling interest in subsidiary
    
    
    (3,395
    )
    
    
    (1,338
    )Net cash (used in) provided by financing activities
    
    
    (10,652
    )
    
    
    5,552Effect of Exchange Rate Changes on Cash and Cash Equivalents
    
    
    1,883
    
    
    
    5,851Net (Decrease) Increase In Cash and Cash Equivalents
    
    
    (12,178
    )
    
    
    39,655Cash and Cash Equivalents, Beginning of Period
    
    
    89,558
    
    
    
    69,505Cash and Cash Equivalents, End of Period
    
    $
    77,380
    
    
    $
    109,160Supplemental Disclosures of Cash Flow Information:Cash paid during the period -Interest
    
    $
    23,369
    
    
    $
    23,384Income taxes (net of refunds)
    
    $
    1,155
    
    
    $
    (603
    )
  5




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EXIDE TECHNOLOGIES AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  September 30, 2010  (Unaudited)
 (1) BASIS OF PRESENTATION
   (2) STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (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 Income
    
    
    
    
    
    
    
    
    
    
    8,913
    
    
    
    
    
    
    
    170
    
    
    
    9,083Defined benefit plans,
net of tax of $32
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    132
    
    
    
    
    
    
    
    132Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,250
    
    
    
    765
    
    
    
    5,015Net recognition of unrealized
loss on derivatives,
net of tax of $606
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,705
    
    
    
    
    
    
    
    1,705Increase in ownership of subsidiary
    
    
    
    
    
    
    (1,782
    )
    
    
    
    
    
    
    
    
    
    
    (1,939
    )
    
    
    (3,721
    )Common stock issuance
    
    
    12
    
    
    
    237
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    249Stock compensation
    
    
    
    
    
    
    3,259
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,259Balance at September 30, 2010
    
    $
    768
    
    
    $
    1,121,673
    
    
    $
    (790,182
    )
    
    $
    16,801
    
    
    $
    14,700
    
    
    $
    363,760
  For the Three Months Ended
    
    
    For the Six Months EndedSeptember 30, 2010
    
    
    September 30, 2009
    
    
    September 30, 2010
    
    
    September 30, 2009(In thousands)Net income (loss)
    
    $
    18,089
    
    
    $
    (7,921
    )
    
    $
    9,083
    
    
    $
    (61,936
    )Defined benefit plans
    
    
    (348
    )
    
    
    32
    
    
    
    132
    
    
    
    2,175Cumulative translation adjustment
    
    
    24,261
    
    
    
    11,997
    
    
    
    5,015
    
    
    
    32,493Derivatives qualifying as hedges
    
    
    778
    
    
    
    (186
    )
    
    
    1,705
    
    
    
    420Total comprehensive income (loss)
    
    $
    42,780
    
    
    $
    3,922
    
    
    $
    15,935
    
    
    $
    (26,848
    )
 6




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(3) ACCOUNTING FOR DERIVATIVES
       7




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##### Table of Contents



Balance Sheet
    
    
    Fair Value As ofLocation
    
    
    September 30, 2010
    
    
    March 31, 2010(In thousands)Asset Derivatives:Foreign Exchange
Forward
    
    Current assets
    
    $
    69
    
    
    $
    Foreign Exchange
Forward
    
    Other noncurrentassets
    
    
    
    
    
    
    4,034Commodity Swap
    
    Current assets
    
    
    321
    
    
    
    665Liability Derivatives:Foreign Exchange
Forward
    
    Current liabilities
    
    $
    4,181
    
    
    $
    270Foreign Exchange
Forward
    
    Other noncurrentliabilities
    
    
    3,748
    
    
    
    Interest Rate Swap
    
    Current liabilities
    
    
    2,837
    
    
    
    5,350
 Statement of
    
    For the Three Months Ended
    
    
    For the Six Months EndedOperations Location
    
    September 30, 2010
    
    
    September 30, 2009
    
    
    September 30, 2010
    
    
    September 30, 2009(In thousands)
    
    
    (In thousands)Foreign ExchangeForwards
    
    Other (income)Loss (Gain)
    
    expense, net
    
    $
    12,922
    
    
    $
    2,168
    
    
    $
    (2,824
    )
    
    $
    5,514Commodity SwapGain
    
    Cost of goods sold
    
    
    (185
    )
    
    
    
    
    
    
    (78
    )
    
    
    Interest Rate SwapLoss
    
    Interest expense, net
    
    
    1,469
    
    
    
    1,598
    
    
    
    2,898
    
    
    
    3,010
 (4) INTANGIBLE ASSETS AND GOODWILL
  Trademarks and
    
    
    Trademarks andGoodwill
    
    
    Tradenames
    
    
    Tradenames(not subject to
    
    
    (not subject to
    
    
    (subject to
    
    
    Customeramortization)
    
    
    amortization)
    
    
    amortization)
    
    
    Relationships
    
    
    Technology
    
    
    Total(In thousands)As of
September 30, 2010Gross Amount
    
    $
    4,566
    
    
    $
    61,626
    
    
    $
    14,003
    
    
    $
    115,814
    
    
    $
    30,902
    
    
    $
    226,911Accumulated Amortization
    
    
    
    
    
    
    
    
    
    
    (7,096
    )
    
    
    (30,827
    )
    
    
    (11,498
    )
    
    
    (49,421
    )Net
    
    $
    4,566
    
    
    $
    61,626
    
    
    $
    6,907
    
    
    $
    84,987
    
    
    $
    19,404
    
    
    $
    177,490As of March 31, 2010Gross Amount
    
    $
    4,538
    
    
    $
    61,110
    
    
    $
    13,886
    
    
    $
    115,175
    
    
    $
    30,742
    
    
    $
    225,451Accumulated Amortization
    
    
    
    
    
    
    
    
    
    
    (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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##### Table of Contents



(5) INVENTORIES
  September 30, 2010
    
    
    March 31, 2010(In thousands)Raw materials
    
    $
    90,008
    
    
    $
    73,337Work-in-process
    
    
    120,724
    
    
    
    85,838Finished goods
    
    
    261,482
    
    
    
    259,221$
    472,214
    
    
    $
    418,396
 (6) OTHER ASSETS
 September 30, 2010
    
    
    March 31, 2010(In thousands)Deposits (a)
    
    $
    17,720
    
    
    $
    18,981Capitalized software, net
    
    
    3,362
    
    
    
    4,402Long-term trade receivables
    
    
    1,005
    
    
    
    1,005Retirement plans
    
    
    5,050
    
    
    
    1,958Financial instruments
    
    
    
    
    
    
    4,034Other
    
    
    4,360
    
    
    
    4,348$
    31,497
    
    
    $
    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
   September 30, 2010
    
    
    March 31, 2010(In thousands)Senior Secured Credit Facility maturing 2012
    
    $
    279,712
    
    
    $
    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
    
    
    14,455
    
    
    
    15,184Total
    
    
    644,167
    
    
    
    651,845Less-current maturities
    
    
    4,940
    
    
    
    5,241Total Long-Term Debt
    
    $
    639,227
    
    
    $
    646,604
  9




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(8) INTEREST EXPENSE, NET
  (9) OTHER (INCOME) EXPENSE, NET
  For the Three Months Ended
    
    
    For the Six Months EndedSeptember 30, 2010
    
    
    September 30, 2009
    
    
    September 30, 2010
    
    
    September 30, 2009(In thousands)Net loss on asset sales / impairments
    
    $
    42
    
    
    $
    810
    
    
    $
    1,353
    
    
    $
    6,174Equity (income) loss
    
    
    (220
    )
    
    
    5
    
    
    
    (190
    )
    
    
    40Currency remeasurement (gain) loss (a)
    
    
    (9,530
    )
    
    
    (7,596
    )
    
    
    226
    
    
    
    (16,860
    )(Gain) loss on revaluation of warrants (b)
    
    
    (67
    )
    
    
    (269
    )
    
    
    (168
    )
    
    
    202Other
    
    
    
    
    
    
    11
    
    
    
    (1
    )
    
    
    44$
    (9,775
    )
    
    $
    (7,039
    )
    
    $
    1,220
    
    
    $
    (10,400
    )
 
 (a)
    
    The currency remeasurement (gain) loss relates primarily to intercompany loans to foreign
subsidiaries denominated in Euros and the Australian dollar.(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 Six Months EndedSeptember 30, 2010
    
    
    September 30, 2009
    
    
    September 30, 2010
    
    
    September 30, 2009(In thousands)Components of net periodic benefit cost:Service cost
    
    $
    796
    
    
    $
    866
    
    
    $
    1,577
    
    
    $
    1,685Interest cost
    
    
    8,297
    
    
    
    9,254
    
    
    
    16,499
    
    
    
    18,289Expected return on plan assets
    
    
    (7,200
    )
    
    
    (5,911
    )
    
    
    (14,319
    )
    
    
    (11,705
    )Amortization of:Prior service cost
    
    
    2
    
    
    
    3
    
    
    
    5
    
    
    
    6Actuarial loss
    
    
    265
    
    
    
    258
    
    
    
    530
    
    
    
    520Net periodic benefit cost
    
    $
    2,160
    
    
    $
    4,470
    
    
    $
    4,292
    
    
    $
    8,795
 Other Post-Retirement BenefitsFor the Three Months Ended
    
    
    For the Six Months EndedSeptember 30, 2010
    
    
    September 30, 2009
    
    
    September 30, 2010
    
    
    September 30, 2009(In thousands)Components of net periodic benefit cost:Service cost
    
    $
    45
    
    
    $
    35
    
    
    $
    90
    
    
    $
    68Interest cost
    
    
    253
    
    
    
    354
    
    
    
    507
    
    
    
    702Amortization of:Prior service cost
    
    
    (122
    )
    
    
    (96
    )
    
    
    (245
    )
    
    
    (192
    )Actuarial loss
    
    
    27
    
    
    
    17
    
    
    
    55
    
    
    
    34Net periodic benefit cost
    
    $
    203
    
    
    $
    310
    
    
    $
    407
    
    
    $
    612
  (11) COMMITMENTS AND CONTINGENCIES
 Claims Reconciliation
   11




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Private Party Lawsuits and other Legal Proceedings
    12




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##### Table of Contents



Environmental Matters
       13




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##### Table of Contents



Tampa, Florida
  Columbus, Georgia
  Guarantees
   Sales Returns and Allowances
   Balance at March 31, 2010
    
    $
    36,257Accrual for sales returns and allowances
    
    
    20,438Settlements made (in cash or credit) and currency translation
    
    
    (18,359
    )Balance at September 30, 2010
    
    $
    38,336
 14




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(12) INCOME TAXES
        (13) RESTRUCTURING
    15




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##### Table of Contents



Severance Costs
    
    
    Closure Costs
    
    
    Total(In thousands)Balance at March 31, 2010
    
    $
    19,483
    
    
    $
    7,095
    
    
    $
    26,578Restructuring Charges
    
    
    9,424
    
    
    
    2,666
    
    
    
    12,090Payments and Currency Translation
    
    
    (17,106
    )
    
    
    (6,575
    )
    
    
    (23,681
    )Balance at September 30, 2010
    
    $
    11,801
    
    
    $
    3,186
    
    
    $
    14,987
  (14) EARNINGS (LOSS) PER SHARE
   For the Three Months Ended
    
    
    For the Six Months EndedSeptember 30, 2010
    
    
    September 30, 2009
    
    
    September 30, 2010
    
    
    September 30, 2009(In thousands, except per share amounts)Net income (loss) attributable to
Exide Technologies
    
    $
    17,957
    
    
    $
    (7,989
    )
    
    $
    8,913
    
    
    $
    (61,692
    )Basic weighted average
shares outstanding
    
    
    76,492
    
    
    
    75,880
    
    
    
    76,416
    
    
    
    75,848Effect of dilutive securities:Floating Rate Convertible
Senior Subordinated Notes
    
    
    3,697
    
    
    
    
    
    
    
    3,697
    
    
    
    Employee stock options
    
    
    350
    
    
    
    
    
    
    
    393
    
    
    
    Employee restricted stock
awards (non-vested)
    
    
    64
    
    
    
    
    
    
    
    128
    
    
    
    4,111
    
    
    
    
    
    
    
    4,218
    
    
    
    Diluted weighted average
shares outstanding
    
    
    80,603
    
    
    
    75,880
    
    
    
    80,634
    
    
    
    75,848Basic earnings (loss) per share:
    
    $
    0.23
    
    
    $
    (0.11
    )
    
    $
    0.12
    
    
    $
    (0.82
    )Diluted earnings (loss) per share:
    
    $
    0.22
    
    
    $
    (0.11
    )
    
    $
    0.11
    
    
    $
    (0.82
    )
  16




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As ofSeptember 30, 2009(In thousands)Shares associated with convertible debt (assumed conversion)
    
    
    3,697Employee stock options
    
    
    4,040Restricted stock awards
    
    
    895Warrants
    
    
    6,725Total shares excluded
    
    
    15,357
 (15) FAIR VALUE MEASUREMENTS
   September 30, 2010
    
    
    March 31, 2010Estimated Fair
    
    
    
    
    
    
    Estimated FairCarrying Value
    
    
    Value
    
    
    Carrying Value
    
    
    Value(In thousands)(Liability) Asset:Senior Secured Credit Facility
    
    $
    (279,712
    )
    
    $
    (261,975
    )
    
    $
    (286,661
    )
    
    $
    (264,816
    )Senior Secured Notes due 2013
    
    
    (290,000
    )
    
    
    (297,250
    )
    
    
    (290,000
    )
    
    
    (294,350
    )Convertible Senior Subordinated
Notes due 2013
    
    
    (60,000
    )
    
    
    (43,050
    )
    
    
    (60,000
    )
    
    
    (39,150
    )Interest Rate Swap (a)
    
    
    (2,837
    )
    
    
    (2,837
    )
    
    
    (5,350
    )
    
    
    (5,350
    )Foreign Currency Forwards (a)Asset
    
    
    69
    
    
    
    69
    
    
    
    4,034
    
    
    
    4,034Liability
    
    
    (7,929
    )
    
    
    (7,929
    )
    
    
    (270
    )
    
    
    (270
    )Commodity Swap (a)
    
    
    321
    
    
    
    321
    
    
    
    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.
  17




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Quoted Price in
    
    
    SignificantActive Markets
    
    
    Other
    
    
    SignificantTotal
    
    
    for
    
    
    Observable
    
    
    UnobservableFair Value
    
    
    Identical Assets
    
    
    Inputs
    
    
    InputsMeasurement
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)(In thousands)September 30, 2010:Assets:Foreign currency forward
    
    $
    69
    
    
    $
    
    
    
    $
    69
    
    
    $
    Commodity Swap (diesel fuel)
    
    
    321
    
    
    
    
    
    
    
    321
    
    
    
    Liabilities:Interest rate swap
    
    
    2,837
    
    
    
    
    
    
    
    2,837
    
    
    
    Foreign exchange forward
    
    
    7,929
    
    
    
    
    
    
    
    7,929
    
    
    
    March 31, 2010:Assets:Foreign exchange forward
    
    $
    4,034
    
    
    $
    
    
    
    $
    4,034
    
    
    $
    Commodity Swap (diesel fuel)
    
    
    665
    
    
    
    
    
    
    
    665
    
    
    
    Liabilities:Interest rate swap
    
    
    5,350
    
    
    
    
    
    
    
    5,350
    
    
    
    Foreign exchange forward
    
    
    270
    
    
    
    
    
    
    
    270
    
    
    
    
  (16) SEGMENT INFORMATION
     18




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##### Table of Contents



For the Three Months Ended September 30, 2010Transportation
    
    
    IndustrialEurope
    
    
    
    
    
    
    Europe
    
    
    OtherAmericas
    
    
    and ROW
    
    
    Americas
    
    
    and ROW
    
    
    (a)
    
    
    Consolidated(In thousands)Net sales
    
    $
    227,038
    
    
    $
    205,419
    
    
    $
    69,888
    
    
    $
    165,663
    
    
    $
    
    
    
    $
    668,008Gross profit
    
    
    47,671
    
    
    
    38,654
    
    
    
    16,911
    
    
    
    33,492
    
    
    
    
    
    
    
    136,728Expenses (a)
    
    
    29,637
    
    
    
    27,086
    
    
    
    10,929
    
    
    
    32,963
    
    
    
    15,171
    
    
    
    115,786Income (loss) before reorganization
items and income taxes
    
    
    18,034
    
    
    
    11,568
    
    
    
    5,982
    
    
    
    529
    
    
    
    (15,171
    )
    
    
    20,942Depreciation and amortization
    
    
    6,809
    
    
    
    4,608
    
    
    
    2,821
    
    
    
    4,690
    
    
    
    1,722
    
    
    
    20,650Restructuring expenses
    
    
    309
    
    
    
    2,140
    
    
    
    42
    
    
    
    2,420
    
    
    
    285
    
    
    
    5,196
 For the Three Months Ended September 30, 2009Transportation
    
    
    IndustrialEurope
    
    
    
    
    
    
    Europe
    
    
    OtherAmericas
    
    
    and ROW
    
    
    Americas
    
    
    and ROW
    
    
    (a)
    
    
    Consolidated(In thousands)Net sales
    
    $
    224,770
    
    
    $
    182,446
    
    
    $
    56,559
    
    
    $
    168,040
    
    
    $
    
    
    
    $
    631,815Gross profit
    
    
    51,815
    
    
    
    29,967
    
    
    
    13,062
    
    
    
    35,062
    
    
    
    
    
    
    
    129,906Expenses (a)
    
    
    29,629
    
    
    
    25,811
    
    
    
    9,948
    
    
    
    43,807
    
    
    
    19,182
    
    
    
    128,377Income (loss) before reorganization
items and income taxes
    
    
    22,186
    
    
    
    4,156
    
    
    
    3,114
    
    
    
    (8,745
    )
    
    
    (19,182
    )
    
    
    1,529Depreciation and amortization
    
    
    6,987
    
    
    
    5,695
    
    
    
    2,572
    
    
    
    6,118
    
    
    
    1,649
    
    
    
    23,021Restructuring expenses
    
    
    769
    
    
    
    1,124
    
    
    
    110
    
    
    
    7,704
    
    
    
    724
    
    
    
    10,431
 For the Six Months Ended September 30, 2010Transportation
    
    
    IndustrialEurope
    
    
    
    
    
    
    Europe
    
    
    OtherAmericas
    
    
    and ROW
    
    
    Americas
    
    
    and ROW
    
    
    (a)
    
    
    Consolidated(In thousands)Net sales
    
    $
    454,092
    
    
    $
    386,792
    
    
    $
    138,379
    
    
    $
    333,411
    
    
    $
    
    
    
    $
    1,312,674Gross profit
    
    
    87,429
    
    
    
    69,915
    
    
    
    33,099
    
    
    
    66,651
    
    
    
    
    
    
    
    257,094Expenses (a)
    
    
    60,054
    
    
    
    50,239
    
    
    
    22,173
    
    
    
    68,115
    
    
    
    49,741
    
    
    
    250,322Income (loss) before reorganization
items and income taxes
    
    
    27,375
    
    
    
    19,676
    
    
    
    10,926
    
    
    
    (1,464
    )
    
    
    (49,741
    )
    
    
    6,772Depreciation and amortization
    
    
    13,736
    
    
    
    9,423
    
    
    
    5,663
    
    
    
    9,321
    
    
    
    3,443
    
    
    
    41,586Restructuring expenses
    
    
    1,744
    
    
    
    2,666
    
    
    
    109
    
    
    
    6,972
    
    
    
    599
    
    
    
    12,090
 For the Six Months Ended September 30, 2009Transportation
    
    
    IndustrialEurope
    
    
    
    
    
    
    Europe
    
    
    OtherAmericas
    
    
    and ROW
    
    
    Americas
    
    
    and ROW
    
    
    (a)
    
    
    Consolidated(In thousands)Net sales
    
    $
    455,566
    
    
    $
    328,893
    
    
    $
    116,493
    
    
    $
    323,717
    
    
    $
    
    
    
    $
    1,224,669Gross profit
    
    
    90,006
    
    
    
    48,788
    
    
    
    26,322
    
    
    
    71,474
    
    
    
    
    
    
    
    236,590Expenses (a)
    
    
    62,516
    
    
    
    68,014
    
    
    
    20,595
    
    
    
    96,149
    
    
    
    36,375
    
    
    
    283,649Income (loss) before reorganization
items and income taxes
    
    
    27,490
    
    
    
    (19,226
    )
    
    
    5,727
    
    
    
    (24,675
    )
    
    
    (36,375
    )
    
    
    (47,059
    )Depreciation and amortization
    
    
    14,015
    
    
    
    10,996
    
    
    
    5,121
    
    
    
    12,122
    
    
    
    3,247
    
    
    
    45,501Restructuring expenses
    
    
    4,146
    
    
    
    19,868
    
    
    
    169
    
    
    
    20,857
    
    
    
    1,057
    
    
    
    46,097
 
 (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.
 Second quarter of Fiscal 2011 Highlights and Outlook
      21




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##### Table of Contents



Critical Accounting Policies and Estimates
   Results of Operations
 Three months ended September 30, 2010 compared with three months ended September 30, 2009
 Net Sales
  FAVORABLE / (UNFAVORABLE)For the Three Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencySeptember 30, 2010
    
    
    September 30, 2009
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    227,038
    
    
    $
    224,770
    
    
    $
    2,268
    
    
    $
    
    
    
    $
    2,268Europe & ROW
    
    
    205,419
    
    
    
    182,446
    
    
    
    22,973
    
    
    
    (17,769
    )
    
    
    40,742Industrial EnergyAmericas
    
    
    69,888
    
    
    
    56,559
    
    
    
    13,329
    
    
    
    
    
    
    
    13,329Europe & ROW
    
    
    165,663
    
    
    
    168,040
    
    
    
    (2,377
    )
    
    
    (12,394
    )
    
    
    10,017TOTAL
    
    $
    668,008
    
    
    $
    631,815
    
    
    $
    36,193
    
    
    $
    (30,163
    )
    
    $
    66,356
  22




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##### Table of Contents



Gross Profit
  For the Three Months EndedSeptember 30, 2010
    
    
    September 30, 2009
    
    
    FAVORABLE / (UNFAVORABLE)Percent of
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyTOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    47,671
    
    
    
    21.0
    %
    
    $
    51,815
    
    
    
    23.1
    %
    
    $
    (4,144
    )
    
    $
    
    
    
    $
    (4,144
    )Europe & ROW
    
    
    38,654
    
    
    
    18.8
    %
    
    
    29,967
    
    
    
    16.4
    %
    
    
    8,687
    
    
    
    (3,104
    )
    
    
    11,791Industrial EnergyAmericas
    
    
    16,911
    
    
    
    24.2
    %
    
    
    13,062
    
    
    
    23.1
    %
    
    
    3,849
    
    
    
    
    
    
    
    3,849Europe & ROW
    
    
    33,492
    
    
    
    20.2
    %
    
    
    35,062
    
    
    
    20.9
    %
    
    
    (1,570
    )
    
    
    (2,154
    )
    
    
    584TOTAL
    
    $
    136,728
    
    
    
    20.5
    %
    
    $
    129,906
    
    
    
    20.6
    %
    
    $
    6,822
    
    
    $
    (5,258
    )
    
    $
    12,080
     Expenses
  23




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##### Table of Contents




    
    Selling, marketing, and advertising expenses decreased $2.6 million, to $61.2 million in
the second quarter of fiscal 2011 from $63.8 million in the second quarter of fiscal 2010
due in part to a favorable foreign currency translation of $2.0 million. Excluding the
foreign currency translation impact, the expenses decreased by $0.6 million.
    
    General and administrative expenses decreased $2.4 million to $44.0 million in the
second quarter of fiscal 2011 from $46.4 million in the second quarter of fiscal 2010. The
decrease included a favorable foreign currency translation impact of $1.4 million.
Excluding the foreign currency translation impact, the expenses in the second quarter of
fiscal 2011 decreased by $1.0 million primarily due to savings from head count reductions.
    
    Restructuring expenses decreased $5.2 million to $5.2 million in the second quarter of
fiscal 2011 from $10.4 million in the second quarter of fiscal 2010. This decrease
primarily related to fiscal 2010 restructuring activities, principally the closure of the
Over Hulton, U.K. industrial energy battery plant.
    
    Other income was $9.8 million in the second quarter of fiscal 2011 versus $7.0 million
in the second quarter of fiscal 2010. The net change was primarily due to increased
currency remeasurement gains of approximately $2.0 million.
    
    Interest expense increased $0.4 million to $15.2 million in the second quarter of fiscal
2011 from $14.8 million in the second quarter of fiscal 2010.
 FAVORABLE / (UNFAVORABLE)For the Three Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencySeptember 30, 2010
    
    
    September 30, 2009
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    29,637
    
    
    $
    29,629
    
    
    $
    (8
    )
    
    $
    
    
    
    $
    (8
    )Europe & ROW
    
    
    27,086
    
    
    
    25,811
    
    
    
    (1,275
    )
    
    
    1,971
    
    
    
    (3,246
    )Industrial EnergyAmericas
    
    
    10,929
    
    
    
    9,948
    
    
    
    (981
    )
    
    
    
    
    
    
    (981
    )Europe & ROW
    
    
    32,963
    
    
    
    43,807
    
    
    
    10,844
    
    
    
    2,799
    
    
    
    8,045Unallocated expenses
    
    
    15,171
    
    
    
    19,182
    
    
    
    4,011
    
    
    
    1,101
    
    
    
    2,910TOTAL
    
    $
    115,786
    
    
    $
    128,377
    
    
    $
    12,591
    
    
    $
    5,871
    
    
    $
    6,720
      24




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##### Table of Contents



For the Three Months Ended
    
    
    FAVORABLESeptember 30, 2010
    
    
    September 30, 2009
    
    
    (UNFAVORABLE)(In thousands)Corporate expenses
    
    $
    9,588
    
    
    $
    11,376
    
    
    $
    1,788Restructuring
    
    
    285
    
    
    
    724
    
    
    
    439Other (income) expense:Currency remeasurement gain
    
    
    (9,796
    )
    
    
    (7,484
    )
    
    
    2,312Gain on revaluation of warrants
    
    
    (67
    )
    
    
    (269
    )
    
    
    (202
    )Other
    
    
    
    
    
    
    18
    
    
    
    18Interest, net
    
    
    15,161
    
    
    
    14,817
    
    
    
    (344
    )TOTAL
    
    $
    15,171
    
    
    $
    19,182
    
    
    $
    4,011
  Income Taxes
 For the Three Months EndedSeptember 30, 2010
    
    
    September 30, 2009(In thousands)Pre-tax income (loss)
    
    $
    20,077
    
    
    $
    1,209Income tax provision
    
    
    1,988
    
    
    
    9,130Effective tax rate
    
    
    9.9
    %
    
    
    755.2
    %
    Six months ended September 30, 2010 compared with six months ended September 30, 2009
 Net Sales
  25




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##### Table of Contents



FAVORABLE / (UNFAVORABLE)For the Six Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencySeptember 30, 2010
    
    
    September 30, 2009
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    454,092
    
    
    $
    455,566
    
    
    $
    (1,474
    )
    
    $
    
    
    
    $
    (1,474
    )Europe & ROW
    
    
    386,792
    
    
    
    328,893
    
    
    
    57,899
    
    
    
    (25,644
    )
    
    
    83,543Industrial EnergyAmericas
    
    
    138,379
    
    
    
    116,493
    
    
    
    21,886
    
    
    
    
    
    
    
    21,886Europe & ROW
    
    
    333,411
    
    
    
    323,717
    
    
    
    9,694
    
    
    
    (19,041
    )
    
    
    28,735TOTAL
    
    $
    1,312,674
    
    
    $
    1,224,669
    
    
    $
    88,005
    
    
    $
    (44,685
    )
    
    $
    132,690
     Gross Profit
  For the Six Months EndedSeptember 30, 2010
    
    
    September 30, 2009
    
    
    FAVORABLE / (UNFAVORABLE)Percent of
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyTOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    87,429
    
    
    
    19.3
    %
    
    $
    90,006
    
    
    
    19.8
    %
    
    $
    (2,577
    )
    
    $
    
    
    
    $
    (2,577
    )Europe & ROW
    
    
    69,915
    
    
    
    18.1
    %
    
    
    48,788
    
    
    
    14.8
    %
    
    
    21,127
    
    
    
    (4,182
    )
    
    
    25,309Industrial EnergyAmericas
    
    
    33,099
    
    
    
    23.9
    %
    
    
    26,322
    
    
    
    22.6
    %
    
    
    6,777
    
    
    
    
    
    
    
    6,777Europe & ROW
    
    
    66,651
    
    
    
    20.0
    %
    
    
    71,474
    
    
    
    22.1
    %
    
    
    (4,823
    )
    
    
    (2,563
    )
    
    
    (2,260
    )TOTAL
    
    $
    257,094
    
    
    
    19.6
    %
    
    $
    236,590
    
    
    
    19.3
    %
    
    $
    20,504
    
    
    $
    (6,745
    )
    
    $
    27,249
   26




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##### Table of Contents



Expenses
  
    
    Selling, marketing, and advertising decreased $8.4 million, to $120.7 million in the
first half of fiscal 2011 from $129.1 million in the first half of fiscal 2010. Foreign
currency translation favorably impacted selling, marketing, and advertising costs in the
first half of fiscal 2011 by approximately $2.4 million. The remaining decrease was due
primarily to decreases in sales commissions, and other spending controls.
    
    General and administrative decreased $3.1 million, to $86.2 million in the first half of
fiscal 2011 from $89.3 million in the first half of fiscal 2010. Foreign currency
translation favorably impacted general and administrative costs in the first half of fiscal
2011 by approximately $2.2 million. The remaining decrease was primarily due to savings
from headcount reductions.
    
    Restructuring decreased $34.0 million, to $12.1 million in the first half of fiscal 2011
from $46.1 million in the first half of fiscal 2010. This decrease primarily related to
fiscal 2010 restructuring activities, principally the closure of the Auxerre, France
transportation battery plant and the Over Hulton, U.K. industrial energy battery plant.
    
    Other expense (income) was $1.2 million in the first half of fiscal 2011 versus ($10.4)
million in the first half of fiscal 2010. The change is primarily due to a currency
remeasurement loss of $0.2 million in the first half of fiscal 2011 compared with a $16.9
million gain in the first half of fiscal 2010.
    
    Interest expense increased $0.6 million, to $30.1 million in the first half of fiscal
2011 from $29.5 million in the first half of fiscal 2010.
    
    Foreign currency translation favorably impacted expenses by $9.1 million in the first
half of fiscal 2011.
 FAVORABLE / (UNFAVORABLE)For the Six Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencySeptember 30, 2010
    
    
    September 30, 2009
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    60,054
    
    
    $
    62,516
    
    
    $
    2,462
    
    
    $
    
    
    
    $
    2,462Europe & ROW
    
    
    50,239
    
    
    
    68,014
    
    
    
    17,775
    
    
    
    2,759
    
    
    
    15,016Industrial EnergyAmericas
    
    
    22,173
    
    
    
    20,595
    
    
    
    (1,578
    )
    
    
    
    
    
    
    (1,578
    )Europe & ROW
    
    
    68,115
    
    
    
    96,149
    
    
    
    28,034
    
    
    
    4,803
    
    
    
    23,231Unallocated expenses
    
    
    49,741
    
    
    
    36,375
    
    
    
    (13,366
    )
    
    
    1,577
    
    
    
    (14,943
    )TOTAL
    
    $
    250,322
    
    
    $
    283,649
    
    
    $
    33,327
    
    
    $
    9,139
    
    
    $
    24,188
   27




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##### Table of Contents



For the Six Months Ended
    
    
    FAVORABLESeptember 30, 2010
    
    
    September 30, 2009
    
    
    (UNFAVORABLE)(In thousands)Corporate expenses
    
    $
    18,917
    
    
    $
    21,684
    
    
    $
    2,767Restructuring
    
    
    599
    
    
    
    1,057
    
    
    
    458Other (income) expense:Currency remeasurement loss (gain)
    
    
    250
    
    
    
    (16,167
    )
    
    
    (16,417
    )(Gain) loss on revaluation of warrants
    
    
    (168
    )
    
    
    202
    
    
    
    370Other
    
    
    (1
    )
    
    
    62
    
    
    
    63Interest, net
    
    
    30,144
    
    
    
    29,537
    
    
    
    (607
    )TOTAL
    
    $
    49,741
    
    
    $
    36,375
    
    
    $
    (13,366
    )
  Income Taxes
 For the Six Months EndedSeptember 30, 2010
    
    
    September 30, 2009(In thousands)Pre-tax (loss) income
    
    $
    5,270
    
    
    $
    (47,934
    )Income tax (benefit) provision
    
    
    (3,813
    )
    
    
    14,002Effective tax rate
    
    
    -72.4
    %
    
    
    -29.2
    %
   28




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##### Table of Contents



Liquidity and Capital Resources
   The Credit Agreement
  The Revolving Loan
    The Term Loan
     29




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##### Table of Contents



The Senior Notes
  The Convertible Notes
     Sources of Cash
   30




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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
  31




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
    Changes in Internal Control Over Financial Reporting
  32




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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
     33




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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 ProgramsJuly 1 through July 31
    
    
    176
    
    
    $
    5.76
    
    
    
    
    
    
    
    August 1 through August 31
    
    
    208
    
    
    $
    6.05
    
    
    
    
    
    
    
    September 1 through
September 30
    
    
    8,021
    
    
    $
    4.76
    
    
    
    
    
    
    
    
 
 (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
    
    Agreement between Exide Technologies and Edward R. Tetreault, dated September 18, 2010.10.2
    
    Release, Settlement and Income Protection Agreement between Exide Technologies and
George S. Jones, Jr., dated October 21, 2010.10.3
    
    Performance Unit Award Agreement, dated as of May 4, 2009 by and between the Company
and Gordon A. Ulsh.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.
 34




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##### Table of Contents



SIGNATURES
  EXIDE TECHNOLOGIESBy:
    /s/ Phillip A. DamaskaPhillip A. DamaskaExecutive Vice President and
Chief Financial Officer  35