##### 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 June 30, 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
(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 oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o
 þ o
 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, 2009 AND 2008
    
    
    3CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2009 AND MARCH 31, 2009
    
    
    4CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED 
JUNE 30, 2009 AND 2008
    
    
    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
    
    
    28Item 4 CONTROLS AND PROCEDURES
    
    
    28PART 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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    30Item 5. OTHER INFORMATION
    
    
    30Item 6. EXHIBITS
    
    
    30SIGNATURES
    
    
    32EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-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 EndedJune 30, 2009
    
    
    June 30, 2008NET SALES
    
    $
    592,854
    
    
    $
    971,275COST OF SALES
    
    
    486,170
    
    
    
    801,795Gross profit
    
    
    106,684
    
    
    
    169,480EXPENSES:Selling, marketing and advertising
    
    
    65,318
    
    
    
    78,856General and administrative
    
    
    42,931
    
    
    
    47,172Restructuring
    
    
    35,665
    
    
    
    2,223Other (income) expense, net
    
    
    (3,361
    )
    
    
    7,823Interest expense, net
    
    
    14,720
    
    
    
    19,225155,273
    
    
    
    155,299(Loss) income before reorganization items, and income taxes
    
    
    (48,589
    )
    
    
    14,181REORGANIZATON ITEMS, NET
    
    
    555
    
    
    
    463INCOME TAX PROVISION
    
    
    4,872
    
    
    
    23,469Net loss
    
    
    (54,016
    )
    
    
    (9,751
    )NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
    
    
    (42
    )
    
    
    560Net loss attributable to Exide Technologies
    
    $
    (53,974
    )
    
    $
    (10,311
    )LOSS PER SHAREBasic and Diluted
    
    $
    (0.71
    )
    
    $
    (0.14
    )WEIGHTED AVERAGE SHARESBasic and Diluted
    
    
    75,821
    
    
    
    75,376
  3




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EXIDE TECHNOLOGIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except per-share data)
 June 30, 2009
    
    
    March 31, 2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    121,521
    
    
    $
    69,505Receivables, net of allowance for doubtful accounts of $30,705 and $28,855
    
    
    441,283
    
    
    
    497,841Inventories
    
    
    415,313
    
    
    
    420,815Prepaid expenses and other
    
    
    17,652
    
    
    
    17,427Deferred financing costs, net
    
    
    4,991
    
    
    
    4,890Deferred income taxes
    
    
    26,181
    
    
    
    33,005Total current assets
    
    
    1,026,941
    
    
    
    1,043,483Property, plant and equipment, net
    
    
    598,967
    
    
    
    586,261Other assets:Goodwill
    
    
    4,260
    
    
    
    4,022Other intangibles, net
    
    
    181,865
    
    
    
    175,311Investments in affiliates
    
    
    2,044
    
    
    
    2,048Deferred financing costs, net
    
    
    11,130
    
    
    
    12,134Deferred income taxes
    
    
    58,253
    
    
    
    51,272Other
    
    
    21,978
    
    
    
    25,656279,530
    
    
    
    270,443Total assets
    
    $
    1,905,438
    
    
    $
    1,900,187LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term borrowings
    
    $
    7,532
    
    
    $
    6,977Current maturities of long-term debt
    
    
    5,208
    
    
    
    5,048Accounts payable
    
    
    245,374
    
    
    
    261,652Accrued expenses
    
    
    308,492
    
    
    
    279,447Warrants liability
    
    
    1,614
    
    
    
    1,143Total current liabilities
    
    
    568,220
    
    
    
    554,267Long-term debt
    
    
    654,140
    
    
    
    646,180Noncurrent retirement obligations
    
    
    204,867
    
    
    
    197,403Deferred income taxes
    
    
    28,625
    
    
    
    30,229Other noncurrent liabilities
    
    
    137,126
    
    
    
    130,041Total liabilities
    
    
    1,592,978
    
    
    
    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, 75,530 and 75,499
shares issued and outstanding
    
    
    755
    
    
    
    755Additional paid-in capital
    
    
    1,112,425
    
    
    
    1,111,001Accumulated deficit
    
    
    (841,255
    )
    
    
    (787,281
    )Accumulated other comprehensive income
    
    
    24,088
    
    
    
    1,752Total stockholders equity attributable to Exide Technologies
    
    
    296,013
    
    
    
    326,227Noncontrolling interests
    
    
    16,447
    
    
    
    15,840Total stockholders equity
    
    
    312,460
    
    
    
    342,067Total liabilities and stockholders equity
    
    $
    1,905,438
    
    
    $
    1,900,187
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##### Table of Contents



EXIDE TECHNOLOGIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 For the Three Months EndedJune 30, 2009
    
    
    June 30, 2008Cash Flows From Operating Activities:Net loss
    
    $
    (54,016
    )
    
    $
    (9,751
    )Adjustments to reconcile net loss to net cash provided by operating activitiesDepreciation and amortization
    
    
    22,480
    
    
    
    25,872Unrealized loss on warrants
    
    
    471
    
    
    
    9,685Net loss on asset sales / impairments
    
    
    5,364
    
    
    
    95Deferred income taxes
    
    
    345
    
    
    
    17,152Provision for doubtful accounts
    
    
    1,787
    
    
    
    (549
    )Non-cash stock compensation
    
    
    2,284
    
    
    
    1,280Reorganization items, net
    
    
    555
    
    
    
    463Amortization of deferred financing costs
    
    
    1,234
    
    
    
    1,311Currency remeasurement gain
    
    
    (9,264
    )
    
    
    (1,807
    )Changes in assets and liabilities Receivables
    
    
    75,720
    
    
    
    94,061Inventories
    
    
    22,757
    
    
    
    (32,671
    )Prepaid expenses and other
    
    
    437
    
    
    
    (2,301
    )Payables
    
    
    (26,776
    )
    
    
    (47,505
    )Accrued expenses
    
    
    15,643
    
    
    
    (7,449
    )Noncurrent liabilities
    
    
    (1,354
    )
    
    
    (8,048
    )Other, net
    
    
    (1,181
    )
    
    
    310Net cash provided by operating activities
    
    
    56,486
    
    
    
    40,148Cash Flows From Investing Activities:Capital expenditures
    
    
    (15,171
    )
    
    
    (11,767
    )Acquisitions of businesses, net of cash acquired
    
    
    (1,170
    )
    
    
    Proceeds from sales of assets, net
    
    
    
    
    
    
    16,425Net cash (used in) provided by investing activities
    
    
    (16,341
    )
    
    
    4,658Cash Flows From Financing Activities:Increase (decrease) in short-term borrowings
    
    
    25
    
    
    
    (1,491
    )Decrease in borrowings under Senior Secured Credit Facility
    
    
    (749
    )
    
    
    (779
    )Common stock issuance
    
    
    51
    
    
    
    466Increase (decrease) in other debt
    
    
    8,385
    
    
    
    (2,045
    )Net cash provided by (used in) financing activities
    
    
    7,712
    
    
    
    (3,849
    )Effect of Exchange Rate Changes on Cash and Cash Equivalents
    
    
    4,159
    
    
    
    (3
    )Net Increase In Cash and Cash Equivalents
    
    
    52,016
    
    
    
    40,954Cash and Cash Equivalents, Beginning of Period
    
    
    69,505
    
    
    
    90,547Cash and Cash Equivalents, End of Period
    
    $
    121,521
    
    
    $
    131,501Supplemental Disclosures of Cash Flow Information:Cash paid during the period -Interest
    
    $
    4,020
    
    
    $
    10,076Income taxes (net of refunds)
    
    $
    (552
    )
    
    $
    492
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EXIDE TECHNOLOGIES AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2009
(Unaudited)
 (1) BASIS OF PRESENTATION
   Noncontrolling Interests in Consolidated Financial Statements
 an amendment of Accounting Research Bulletin No. 51
 (2) STOCKHOLDERS EQUITY AND COMPREHENSIVE LOSS
  AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalCommon
    
    
    Paid-in
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Noncontrolling
    
    
    StockholdersStock
    
    
    Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    Interests
    
    
    Equity(In thousands)Total Stockholders Equity at April 1, 2009
    
    $
    755
    
    
    $
    1,111,001
    
    
    $
    (787,281
    )
    
    $
    1,752
    
    
    $
    15,840
    
    
    $
    342,067Net loss
    
    
    
    
    
    
    
    
    
    
    (53,974
    )
    
    
    
    
    
    
    (42
    )
    
    
    (54,016
    )Defined benefit plans, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,143
    
    
    
    
    
    
    
    2,143Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,587
    
    
    
    909
    
    
    
    20,496Unrealized loss on derivatives, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    606
    
    
    
    
    
    
    
    606Increase in ownership of subsidiary
    
    
    
    
    
    
    (860
    )
    
    
    
    
    
    
    
    
    
    
    (260
    )
    
    
    (1,120
    )Stock compensation
    
    
    
    
    
    
    2,284
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,284Total Stockholders Equity at June 30, 2009
    
    $
    755
    
    
    $
    1,112,425
    
    
    $
    (841,255
    )
    
    $
    24,088
    
    
    $
    16,447
    
    
    $
    312,460
 6




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For the Three Months EndedJune 30, 2009
    
    
    June 30, 2008(In thousands)Net loss
    
    $
    (54,016
    )
    
    $
    (9,751
    )Defined benefit plans
    
    
    2,143
    
    
    
    181Cumulative translation adjustment
    
    
    19,587
    
    
    
    (1,217
    )Derivatives qualifying as hedges
    
    
    606
    
    
    
    3,909Total comprehensive loss
    
    $
    (31,680
    )
    
    $
    (6,878
    )
  (3) ACCOUNTING FOR DERIVATIVES
 Accounting for Derivative Instruments and Hedging Activities Amendment of Statement 133 on Derivative Instruments and Hedging Activities
    Disclosures about Derivative Instruments and Hedging Activities
 7




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Fair Value As ofBalance Sheet
    
    June 30, 2009
    
    March 31, 2009(In thousands)Asset Derivative:Foreign Exchange Contract
    
    Other noncurrent assets
    
    $
    1,617
    
    
    $
    4,962Liability Derivative:Interest Rate Swap Contract
    
    Other noncurrent liabilities
    
    
    6,585
    
    
    
    7,461
 For the Three Months EndedStatement of Operations
    
    June 30, 2009
    
    June 30, 2008(In thousands)Foreign Currency ContractLoss recorded in Statement of Operations
    
    Other (income) expense, net
    
    $
    3,345
    
    
    
    n/aInterest Rate Swap ContractUnrealized loss recorded in OCI
    
    Other Comprehensive Loss
    
    
    821
    
    
    
    5,315Realized loss recorded in Statement of Operations
    
    Interest expense, net
    
    
    1,412
    
    
    
    135
  (4) INTANGIBLE ASSETS AND GOODWILL
 Intangible Assets
  Trademarks and
    
    
    Trademarks andTradenames
    
    
    Tradenames(not subject to
    
    
    (subject to
    
    
    Customeramortization)
    
    
    amortization)
    
    
    relationships
    
    
    Technology
    
    
    Total(In thousands)As of June 30, 2009:Gross Amount
    
    $
    61,031
    
    
    $
    13,869
    
    
    $
    115,036
    
    
    $
    30,080
    
    
    $
    220,016Accumulated Amortization
    
    
    
    
    
    
    (5,659
    )
    
    
    (24,865
    )
    
    
    (7,627
    )
    
    
    (38,151
    )Net
    
    $
    61,031
    
    
    $
    8,210
    
    
    $
    90,171
    
    
    $
    22,453
    
    
    $
    181,865As 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
  8




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##### Table of Contents



Goodwill
 Business
Combinations
 (5) INVENTORIES
  June 30, 2009
    
    
    March 31, 2009(In thousands)Raw materials
    
    $
    59,278
    
    
    $
    61,681Work-in-process
    
    
    83,704
    
    
    
    87,986Finished goods
    
    
    272,331
    
    
    
    271,148$
    415,313
    
    
    $
    420,815
 (6) OTHER ASSETS
  June 30, 2009
    
    
    March 31, 2009(In thousands)Deposits (a)
    
    $
    8,779
    
    
    $
    9,265Capitalized software, net
    
    
    3,779
    
    
    
    4,017Loan to affiliate
    
    
    1,005
    
    
    
    1,005Retirement plans
    
    
    1,750
    
    
    
    1,341Financial instruments
    
    
    1,617
    
    
    
    4,962Other
    
    
    5,048
    
    
    
    5,066$
    21,978
    
    
    $
    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
  9




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June 30, 2009
    
    
    March 31, 2009(In thousands)Senior Secured Credit Facility
    
    $
    292,695
    
    
    $
    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
    
    
    16,653
    
    
    
    13,262Total
    
    
    659,348
    
    
    
    651,228Less  current maturities
    
    
    5,208
    
    
    
    5,048Total Long-Term Debt
    
    $
    654,140
    
    
    $
    646,180
  (8) INTEREST EXPENSE, NET
  (9) OTHER (INCOME) EXPENSE, NET
  For the Three Months EndedJune 30, 2009
    
    
    June 30, 2008(In thousands)Net loss on asset sales / impairments
    
    $
    5,364
    
    
    $
    95Equity income
    
    
    68
    
    
    
    (150
    )Currency remeasurement gain
    
    
    (9,264
    )
    
    
    (1,807
    )Loss on revaluation of warrants (a)
    
    
    471
    
    
    
    9,685$
    (3,361
    )
    
    $
    7,823
  
 (a)
    
    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. In accordance with Emerging Issues Task Force abstract (EITF)
00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Companys Own Stock,and SFAS 150, Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity, 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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Pension BenefitsFor the Three Months EndedJune 30, 2009
    
    
    June 30, 2008(In thousands)Components of net periodic benefit cost:Service cost
    
    $
    820
    
    
    $
    1,179Interest cost
    
    
    9,034
    
    
    
    9,882Expected return on plan assets
    
    
    (5,794
    )
    
    
    (7,985
    )Amortization of:Prior service cost
    
    
    3
    
    
    
    6Actuarial gain
    
    
    262
    
    
    
    (706
    )Net periodic benefit cost
    
    $
    4,325
    
    
    $
    2,376
 Other Post-Retirement BenefitsFor the Three Months EndedJune 30, 2009
    
    
    June 30, 2008(In thousands)Components of net periodic benefit cost:Service cost
    
    $
    32
    
    
    $
    52Interest cost
    
    
    348
    
    
    
    338Amortization of:Prior service cost
    
    
    (96
    )
    
    
    (96
    )Actuarial loss
    
    
    17
    
    
    
    34Net periodic benefit cost
    
    $
    301
    
    
    $
    328
  (11) COMMITMENTS AND CONTINGENCIES
 Claims Reconciliation
   11




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Private Party Lawsuits and other Legal Proceedings
      12




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Environmental Matters
     13




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Tampa, Florida
  Columbus, Georgia
  Guarantees
  14




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Sales Returns and Allowances
   Balance at March 31, 2009
    
    $
    39,721Accrual for sales returns and allowances provided
    
    
    9,794Settlements made (in cash or credit), and currency translation
    
    
    (9,203
    )Balance at June 30, 2009
    
    $
    40,312
 (12) INCOME TAXES
   For
the Three Months EndedJune 30, 2009
    
    
    June 30, 2008(In thousands)Federal statutory rate
    
    
    35.0
    %
    
    
    35.0
    %Change in valuation allowances
    
    
    (42.9
    %)
    
    
    130.5
    %Revaluation of warrants
    
    
    (0.3
    %)
    
    
    24.7
    %Rate differences on foreign subsidiaries
    
    
    3.2
    %
    
    
    (13.4
    %)Other, net
    
    
    (4.9
    %)
    
    
    (5.7
    %)Effective tax rate
    
    
    (9.9
    %)
    
    
    171.1
    %
   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
    
    
    33,156
    
    
    
    2,509
    
    
    
    35,665Payments and Currency Translation
    
    
    (10,859
    )
    
    
    (713
    )
    
    
    (11,572
    )Balance at June 30, 2009
    
    $
    60,097
    
    
    $
    6,414
    
    
    $
    66,511
  (14) LOSS PER SHARE
   16




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June 30, 2009
    
    
    June 30, 2008(In thousands)Shares associated with convertible debt
(assumed conversion)
    
    
    3,697
    
    
    
    3,697Employee stock options
    
    
    4,038
    
    
    
    3,732Restricted stock awards
    
    
    954
    
    
    
    1,211Warrants
    
    
    6,725
    
    
    
    6,725Total shares excluded
    
    
    15,414
    
    
    
    15,365
 (15) FAIR VALUE OF FINANCIAL INSTRUMENTS
   June 30, 2009
    
    March 31, 2009Estimated Fair
    
    
    
    
    
    Estimated FairCarrrying Value
    
    Value
    
    Carrrying Value
    
    Value(In thousands)Senior Secured Credit Facility
    
    $
    292,695
    
    
    $
    236,667
    
    
    $
    287,966
    
    
    $
    195,817Senior Secured Notes due 2013
    
    
    290,000
    
    
    
    237,800
    
    
    
    290,000
    
    
    
    174,000Convertible Senior Subordinated Notes
due 2013
    
    
    60,000
    
    
    
    26,925
    
    
    
    60,000
    
    
    
    17,475
  (16) FAIR VALUE MEASUREMENTS
  
    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)June 30, 2009:Interest rate swap agreement
    
    $
    (6,585
    )
    
    
    
    
    
    $
    (6,585
    )
    
    
    Foreign currency forward contract
    
    
    1,617
    
    
    
    
    
    
    
    1,617
    
    
    
    March 31, 2009:Interest rate swap agreement
    
    $
    (7,461
    )
    
    
    
    
    
    $
    (7,461
    )
    
    
    Foreign currency forward contract
    
    
    4,962
    
    
    
    
    
    
    
    4,962
    
    
    
    
  (17) SEGMENT INFORMATION
     18




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##### Table of Contents



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
    )
 For the Three Months Ended June 30, 2008Transportation
    
    IndustrialEurope
    
    
    
    
    
    Europe
    
    OtherAmericas
    
    and ROW
    
    Americas
    
    and ROW
    
    (a)
    
    Consolidated(In thousands)Net sales
    
    $
    306,376
    
    
    $
    275,873
    
    
    $
    89,196
    
    
    $
    299,830
    
    
    
    
    
    
    $
    971,275Gross profit
    
    
    59,446
    
    
    
    30,431
    
    
    
    23,791
    
    
    
    55,812
    
    
    
    
    
    
    
    169,480Expenses
    
    
    32,754
    
    
    
    31,039
    
    
    
    9,966
    
    
    
    44,026
    
    
    $
    37,514
    
    
    
    155,299Income (loss)
before
reorganization
items and income
taxes
    
    
    26,692
    
    
    
    (608
    )
    
    
    13,825
    
    
    
    11,786
    
    
    
    (37,514
    )
    
    
    14,181
 
 (a)
    
    Other includes unallocated corporate expenses, interest expense, currency remeasurement
gain/loss, and gain/loss on revaluation of warrants. 
 Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
   Executive Overview
    19




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Factors Which Affect the Companys Financial Performance
 Lead and other Raw Materials.
 Energy Costs.
 Competition
 Exchange Rates
  Markets
 Seasonality and Weather.
  Interest Rates.
 First quarter of Fiscal 2010 Highlights and Outlook
  20




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Critical Accounting Policies and Estimates
   21




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Results of Operations
 Three months ended June 30, 2009 compared with three months ended June 30, 2008
 Net Sales
  FAVORABLE / (UNFAVORABLE)For the Three Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyJune 30, 2009
    
    
    June 30, 2008
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    230,797
    
    
    $
    306,376
    
    
    $
    (75,579
    )
    
    $
    
    
    
    $
    (75,579
    )Europe & ROW
    
    
    146,447
    
    
    
    275,873
    
    
    
    (129,426
    )
    
    
    (22,866
    )
    
    
    (106,560
    )Industrial EnergyAmericas
    
    
    59,934
    
    
    
    89,196
    
    
    
    (29,262
    )
    
    
    
    
    
    
    (29,262
    )Europe & ROW
    
    
    155,676
    
    
    
    299,830
    
    
    
    (144,154
    )
    
    
    (25,719
    )
    
    
    (118,435
    )TOTAL
    
    $
    592,854
    
    
    $
    971,275
    
    
    $
    (378,421
    )
    
    $
    (48,585
    )
    
    $
    (329,836
    )
     Gross Profit
  22




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##### Table of Contents



For the Three Months EndedJune 30, 2009
    
    
    June 30, 2008
    
    
    FAVORABLE / (UNFAVORABLE)Percent of
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyTOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    38,192
    
    
    
    16.5
    %
    
    $
    59,446
    
    
    
    19.4
    %
    
    $
    (21,254
    )
    
    $
    
    
    
    $
    (21,254
    )Europe & ROW
    
    
    18,820
    
    
    
    12.9
    %
    
    
    30,431
    
    
    
    11.0
    %
    
    
    (11,611
    )
    
    
    (2,977
    )
    
    
    (8,634
    )Industrial EnergyAmericas
    
    
    13,260
    
    
    
    22.1
    %
    
    
    23,791
    
    
    
    26.7
    %
    
    
    (10,531
    )
    
    
    
    
    
    
    (10,531
    )Europe & ROW
    
    
    36,412
    
    
    
    23.4
    %
    
    
    55,812
    
    
    
    18.6
    %
    
    
    (19,400
    )
    
    
    (6,209
    )
    
    
    (13,191
    )TOTAL
    
    $
    106,684
    
    
    
    18.0
    %
    
    $
    169,480
    
    
    
    17.4
    %
    
    $
    (62,796
    )
    
    $
    (9,186
    )
    
    $
    (53,610
    )
     Expenses
  
    
    Selling, marketing, and advertising expenses decreased $13.6 million, to $65.3 million
in the first quarter of fiscal 2010 from $78.9 million in the first quarter of fiscal 2009
due in part to a favorable foreign currency translation impact of $7.3 million. Excluding
the foreign currency translation impact, the expenses decreased by $6.3 million primarily
due to decreases in sales commissions, and other spending controls.
    
    General and administrative expenses decreased $4.3 million, to $42.9 million in the
first quarter of fiscal 2010 from $47.2 million in the first quarter of fiscal 2009. The
decrease primarily resulted from a favorable foreign currency translation impact of $4.5
million. Excluding the foreign currency translation impact, the expenses in the first
quarter of fiscal 2010 were essentially flat versus the first quarter of fiscal 2009.
    
    Restructuring expenses increased $33.5 million to $35.7 million in the first quarter of
fiscal 2010 from $2.2 million in the first quarter 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.
    
    Other (income) expenses were ($3.4) million in the first quarter of fiscal 2010 versus
$7.8 million in the first quarter of fiscal 2009. The net change is primarily due to a
$7.4 million increase in foreign currency translation, and a $9.2 million lower loss on
revaluation of warrants, partially offset by $5.3 million higher losses on asset sales and
impairments, principally plant and equipment write downs for the Over Hulton battery plant.
    
    Interest expense decreased $4.5 million, to $14.7 million in the first quarter of fiscal
2010 from $19.2 million in the first quarter of fiscal 2009 primarily due to lower
borrowings and the favorable impact of lower interest rates on borrowings under the
Companys Credit Agreement.
 23




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##### Table of Contents



FAVORABLE / (UNFAVORABLE)For the Three Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyJune 30, 2009
    
    
    June 30, 2008
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    32,887
    
    
    $
    32,754
    
    
    $
    (133
    )
    
    $
    
    
    
    $
    (133
    )Europe & ROW
    
    
    42,202
    
    
    
    31,039
    
    
    
    (11,163
    )
    
    
    5,988
    
    
    
    (17,151
    )Industrial EnergyAmericas
    
    
    10,647
    
    
    
    9,966
    
    
    
    (681
    )
    
    
    
    
    
    
    (681
    )Europe & ROW
    
    
    52,344
    
    
    
    44,026
    
    
    
    (8,318
    )
    
    
    7,322
    
    
    
    (15,640
    )Unallocated expenses
    
    
    17,193
    
    
    
    37,514
    
    
    
    20,321
    
    
    
    1,783
    
    
    
    18,538TOTAL
    
    $
    155,273
    
    
    $
    155,299
    
    
    $
    26
    
    
    $
    15,093
    
    
    $
    (15,067
    )
      For the Three Months Ended
    
    
    FAVORABLEJune 30, 2009
    
    
    June 30, 2008
    
    
    (UNFAVORABLE)(In thousands)Corporate expenses
    
    $
    10,642
    
    
    $
    9,660
    
    
    $
    (982
    )Other (income) expense:Currency remeasurement gain
    
    
    (8,684
    )
    
    
    (1,046
    )
    
    
    7,638Loss on revaluation of warrants
    
    
    471
    
    
    
    9,685
    
    
    
    9,214Other
    
    
    44
    
    
    
    (10
    )
    
    
    (54
    )Interest, net
    
    
    14,720
    
    
    
    19,225
    
    
    
    4,505TOTAL
    
    $
    17,193
    
    
    $
    37,514
    
    
    $
    20,321
  24




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Income Taxes
 For the Three Months EndedJune 30, 2009
    
    June 30, 2008(In thousands)Pre-tax income (loss)
    
    $
    (49,144
    )
    
    $
    13,718Income tax provision
    
    
    4,872
    
    
    
    23,469Effective tax rate
    
    
    (9.9
    %)
    
    
    171.1
    %
  Liquidity and Capital Resources
   The Revolving Loan
    The Term Loan
  25




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26




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##### Table of Contents



Sources of Cash
     Uses Of Cash
      Financial Instruments and Market Risk
   27




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##### Table of Contents



Accounts Receivable Factoring Arrangements
  
 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
  28




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




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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
    
    
    
    
    
    
    May 1 through May 31
    
    
    3,078
    
    
    $
    6.10June 1 through June 30
    
    
    245
    
    
    $
    4.05
 
 (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
    
    Rights Agreement, dated as of December 6, 2008 by and between Exide
Technologies and American Stock Transfer & Trust Company, LLC,
incorporated by reference to Exhibit 4.1 to the Form 8-A Registration
Statement filed by Exide Technologies on December 8, 2008.10.1
    
    Performance Unit Award Agreement, dated as of May 4, 2009 by and
between the Company and Gordon A. Ulsh*10.2
    
    Performance Unit Award Agreement, dated as of May 4, 2009 by and
between the Company and Mitchell S. Bregman*10.3
    
    Performance Unit Award Agreement, dated as of May 4, 2009 by and
between the Company and Phillip A. Damaska*10.4
    
    Performance Unit Award Agreement, dated as of May 4, 2009 by and
between the Company and Barbara A. Hatcher*
 30




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10.5
    
    Performance Unit Award Agreement, dated as of May 4, 2009 by and
between the Company and Edward J. OLeary*31.1
    
    Certification of Gordon A. Ulsh, 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.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit 31




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SIGNATURES
  EXIDE TECHNOLOGIESBy:
    /s/ Phillip A. DamaskaPhillip A. DamaskaExecutive Vice President and
Chief Financial OfficerDate:
    August 6, 2009 32