##### 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 September 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 o
Accelerated filer þ
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o o þ
 þ o




---



##### 



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, 2009
AND 2008
    
    
    3CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER
30, 2009 AND MARCH 31, 2009
    
    
    4CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
    
    
    5NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    
    6Item 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    20Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    31Item 4 CONTROLS AND PROCEDURES
    
    
    31PART II. OTHER INFORMATIONItem 1. LEGAL PROCEEDINGS
    
    
    34Item 1A. RISK FACTORS
    
    
    34Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    34Item 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    34Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    34Item 5. OTHER INFORMATION
    
    
    35Item 6. EXHIBITS
    
    
    35SIGNATURES
    
    
    36EX-4.1EX-31.1EX-31.2EX-32
  2




---



##### 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, 2009
    
    
    September 30, 2008
    
    
    September 30, 2009
    
    
    September 30, 2008NET SALES
    
    $
    631,815
    
    
    $
    914,174
    
    
    $
    1,224,669
    
    
    $
    1,885,449COST OF SALES
    
    
    501,909
    
    
    
    752,290
    
    
    
    988,079
    
    
    
    1,554,085Gross profit
    
    
    129,906
    
    
    
    161,884
    
    
    
    236,590
    
    
    
    331,364EXPENSES:Selling, marketing and advertising
    
    
    63,801
    
    
    
    79,670
    
    
    
    129,119
    
    
    
    158,526General and administrative
    
    
    46,367
    
    
    
    43,488
    
    
    
    89,297
    
    
    
    90,659Restructuring
    
    
    10,431
    
    
    
    9,655
    
    
    
    46,097
    
    
    
    11,878Other (income) expense, net
    
    
    (7,039
    )
    
    
    16,692
    
    
    
    (10,400
    )
    
    
    24,515Interest expense, net
    
    
    14,817
    
    
    
    18,401
    
    
    
    29,536
    
    
    
    37,626128,377
    
    
    
    167,906
    
    
    
    283,649
    
    
    
    323,204Income (loss) before reorganizationitems and income taxes
    
    
    1,529
    
    
    
    (6,022
    )
    
    
    (47,059
    )
    
    
    8,160REORGANIZATON ITEMS, NET
    
    
    320
    
    
    
    472
    
    
    
    875
    
    
    
    935INCOME TAX PROVISION
    
    
    9,130
    
    
    
    3,408
    
    
    
    14,002
    
    
    
    26,878Net loss
    
    
    (7,921
    )
    
    
    (9,902
    )
    
    
    (61,936
    )
    
    
    (19,653
    )NET INCOME ATTRIBUTABLE TONONCONTROLLING INTERESTS
    
    
    68
    
    
    
    334
    
    
    
    26
    
    
    
    894Net loss attributable to
Exide Technologies
    
    $
    (7,989
    )
    
    $
    (10,236
    )
    
    $
    (61,962
    )
    
    $
    (20,547
    )LOSS PER SHAREBasic and Diluted
    
    $
    (0.11
    )
    
    $
    (0.14
    )
    
    $
    (0.82
    )
    
    $
    (0.27
    )WEIGHTED AVERAGE SHARESBasic and Diluted
    
    
    75,880
    
    
    
    75,455
    
    
    
    75,848
    
    
    
    75,416
  3




---



##### Table of Contents



EXIDE TECHNOLOGIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except per-share data)
 September 30, 2009
    
    
    March 31, 2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    109,160
    
    
    $
    69,505Receivables, net of allowance for doubtful accounts of $32,882 and $28,855
    
    
    478,710
    
    
    
    497,841Inventories
    
    
    435,438
    
    
    
    420,815Prepaid expenses and other
    
    
    17,855
    
    
    
    17,427Deferred financing costs, net
    
    
    5,066
    
    
    
    4,890Deferred income taxes
    
    
    26,572
    
    
    
    33,005Total current assets
    
    
    1,072,801
    
    
    
    1,043,483Property, plant and equipment, net
    
    
    609,383
    
    
    
    586,261Other assets:Goodwill
    
    
    4,262
    
    
    
    4,022Other intangibles, net
    
    
    186,516
    
    
    
    175,311Investments in affiliates
    
    
    2,031
    
    
    
    2,048Deferred financing costs, net
    
    
    10,019
    
    
    
    12,134Deferred income taxes
    
    
    54,866
    
    
    
    51,272Other
    
    
    32,224
    
    
    
    25,656289,918
    
    
    
    270,443Total assets
    
    $
    1,972,102
    
    
    $
    1,900,187LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term borrowings
    
    $
    8,251
    
    
    $
    6,977Current maturities of long-term debt
    
    
    5,083
    
    
    
    5,048Accounts payable
    
    
    299,647
    
    
    
    261,652Accrued expenses
    
    
    303,156
    
    
    
    279,447Warrants liability
    
    
    1,345
    
    
    
    1,143Total current liabilities
    
    
    617,482
    
    
    
    554,267Long-term debt
    
    
    658,540
    
    
    
    646,180Noncurrent retirement obligations
    
    
    212,129
    
    
    
    197,403Deferred income taxes
    
    
    29,958
    
    
    
    30,229Other noncurrent liabilities
    
    
    135,064
    
    
    
    130,041Total liabilities
    
    
    1,653,173
    
    
    
    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
    
    
    1,114,745
    
    
    
    1,111,001Accumulated deficit
    
    
    (849,243
    )
    
    
    (787,281
    )Accumulated other comprehensive income
    
    
    35,454
    
    
    
    1,752Total stockholders equity attributable to Exide Technologies
    
    
    301,711
    
    
    
    326,227Noncontrolling interests
    
    
    17,218
    
    
    
    15,840Total stockholders equity
    
    
    318,929
    
    
    
    342,067Total liabilities and stockholders equity
    
    $
    1,972,102
    
    
    $
    1,900,187
  4




---



##### Table of Contents



EXIDE TECHNOLOGIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 For the Six Months EndedSeptember 30, 2009
    
    
    September 30, 2008Cash Flows From Operating Activities:Net loss
    
    $
    (61,936
    )
    
    $
    (19,653
    )Adjustments to reconcile net loss to net cash provided by
operating activitiesDepreciation and amortization
    
    
    45,501
    
    
    
    51,295Unrealized loss on warrants
    
    
    202
    
    
    
    471Net loss on asset sales / impairments
    
    
    6,174
    
    
    
    1,135Deferred income taxes
    
    
    5,898
    
    
    
    7,606Provision for doubtful accounts
    
    
    3,188
    
    
    
    3,641Non-cash stock compensation
    
    
    5,182
    
    
    
    2,506Reorganization items, net
    
    
    875
    
    
    
    935Amortization of deferred financing costs
    
    
    2,490
    
    
    
    2,612Currency remeasurement (gain) loss
    
    
    (16,860
    )
    
    
    25,884Changes in assets and liabilities Receivables
    
    
    52,910
    
    
    
    108,960Inventories
    
    
    16,180
    
    
    
    9,599Prepaid expenses and other
    
    
    720
    
    
    
    (1,248
    )Payables
    
    
    18,942
    
    
    
    (53,098
    )Accrued expenses
    
    
    (785
    )
    
    
    (7,756
    )Noncurrent liabilities
    
    
    (6,347
    )
    
    
    (17,759
    )Other, net
    
    
    (8,121
    )
    
    
    (4,546
    )Net cash provided by operating activities
    
    
    64,213
    
    
    
    110,584Cash Flows From Investing Activities:Capital expenditures
    
    
    (35,910
    )
    
    
    (36,154
    )Proceeds from sales of assets, net
    
    
    (51
    )
    
    
    16,265Net cash used in investing activities
    
    
    (35,961
    )
    
    
    (19,889
    )Cash Flows From Financing Activities:Increase (decrease) in short-term borrowings
    
    
    177
    
    
    
    (1,937
    )Decrease in borrowings under Senior Secured Credit Facility
    
    
    (1,501
    )
    
    
    (1,662
    )Increase (decrease) in other debt
    
    
    8,214
    
    
    
    (3,183
    )Common stock issuance
    
    
    
    
    
    
    244Acquisition of noncontrolling interest in subsidiary
    
    
    (1,338
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    5,552
    
    
    
    (6,538
    )Effect of Exchange Rate Changes on Cash and Cash Equivalents
    
    
    5,851
    
    
    
    (4,805
    )Net Increase In Cash and Cash Equivalents
    
    
    39,655
    
    
    
    79,352Cash and Cash Equivalents, Beginning of Period
    
    
    69,505
    
    
    
    90,547Cash and Cash Equivalents, End of Period
    
    $
    109,160
    
    
    $
    169,899Supplemental Disclosures of Cash Flow Information:Cash paid during the period Interest
    
    $
    23,384
    
    
    $
    33,502Income taxes (net of refunds)
    
    $
    (603
    )
    
    $
    4,797
  5




---



##### Table of Contents



EXIDE TECHNOLOGIES AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)
 (1) BASIS OF PRESENTATION
   The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles
  (2) STOCKHOLDERS
EQUITY AND COMPREHENSIVE INCOME (LOSS)
  AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalCommon
    
    
    Paid-in
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Noncontrolling
    
    
    StockholdersStock
    
    
    Capital
    
    
    Deficit
    
    
    Income
    
    
    Interests
    
    
    Equity(In thousands)Total Stockholders Equity at
April 1, 2009
    
    $
    755
    
    
    $
    1,111,001
    
    
    $
    (787,281
    )
    
    $
    1,752
    
    
    $
    15,840
    
    
    $
    342,067Net loss
    
    
    
    
    
    
    
    
    
    
    (61,962
    )
    
    
    
    
    
    
    26
    
    
    
    (61,936
    )Defined benefit plans, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,175
    
    
    
    
    
    
    
    2,175Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,107
    
    
    
    1,386
    
    
    
    32,493Unrealized gain on derivatives,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    420
    
    
    
    
    
    
    
    420Increase in ownership of subsidiary
    
    
    
    
    
    
    (1,438
    )
    
    
    
    
    
    
    
    
    
    
    (34
    )
    
    
    (1,472
    )Stock compensation
    
    
    
    
    
    
    5,182
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,182Total Stockholders Equity at
September 30, 2009
    
    $
    755
    
    
    $
    1,114,745
    
    
    $
    (849,243
    )
    
    $
    35,454
    
    
    $
    17,218
    
    
    $
    318,929
 6




---



##### Table of Contents



For the Three Months Ended
    
    
    For the Six Months EndedSeptember 30, 2009
    
    
    September 30, 2008
    
    
    September 30, 2009
    
    
    September 30, 2008(In thousands)Net loss
    
    $
    (7,921
    )
    
    $
    (9,902
    )
    
    $
    (61,936
    )
    
    $
    (19,653
    )Defined benefit plans
    
    
    32
    
    
    
    (5,413
    )
    
    
    2,175
    
    
    
    (5,233
    )Cumulative translation
adjustment
    
    
    11,520
    
    
    
    (37,357
    )
    
    
    31,107
    
    
    
    (38,575
    )Derivatives qualifying as hedges
    
    
    (186
    )
    
    
    (1,236
    )
    
    
    420
    
    
    
    2,675Total comprehensive income
(loss)
    
    $
    3,445
    
    
    $
    (53,908
    )
    
    $
    (28,234
    )
    
    $
    (60,786
    )
  (3) ACCOUNTING FOR DERIVATIVES
     7




---



##### Table of Contents



Balance
    
    Fair Value As ofSheet
    
    September 30, 2009
    
    March 31, 2009(In thousands)Asset Derivative:Foreign Exchange Forward
    
    Other noncurrent  assets
    
    
    n/a
    
    
    $
    4,962Liability
Derivatives:Foreign Exchange Forward
    
    Other noncurrent
    
    $
    551
    
    
    
    n/aInterest Rate Swap
    
    liabilities
    
    
    6,876
    
    
    
    7,461
 Statement of
    
    For the Three Months Ended
    
    For the Six Months EndedOperations
    
    September 30, 2009
    
    September 30, 2008
    
    September 30, 2009
    
    September 30, 2008(In thousands)Foreign Currency ForwardLoss (Gain) recorded in
Statement of Operations
    
    Other (income) expense, net
    
    $
    2,168
    
    
    $
    (2,275
    )
    
    $
    5,514
    
    
    $
    (2,275
    )Interest Rate SwapRealized loss recorded in
Statement of Operations
    
    Interest expense, net
    
    
    1,598
    
    
    
    523
    
    
    
    3,010
    
    
    
    658
  (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 September 30, 2009:Gross Amount
    
    $
    63,301
    
    
    $
    14,386
    
    
    $
    119,307
    
    
    $
    31,418
    
    
    $
    228,412Accumulated Amortization
    
    
    
    
    
    
    (6,154
    )
    
    
    (27,031
    )
    
    
    (8,711
    )
    
    
    (41,896
    )Net
    
    $
    63,301
    
    
    $
    8,232
    
    
    $
    92,276
    
    
    $
    22,707
    
    
    $
    186,516As of March 31, 2009:Gross Amount
    
    $
    58,134
    
    
    $
    13,223
    
    
    $
    109,690
    
    
    $
    28,544
    
    
    $
    209,591Accumulated Amortization
    
    
    
    
    
    
    (5,134
    )
    
    
    (22,569
    )
    
    
    (6,577
    )
    
    
    (34,280
    )Net
    
    $
    58,134
    
    
    $
    8,089
    
    
    $
    87,121
    
    
    $
    21,967
    
    
    $
    175,311
  Goodwill
  8




---



##### Table of Contents



(5) INVENTORIES
  September 30, 2009
    
    
    March 31, 2009(In thousands)Raw materials
    
    $
    74,126
    
    
    $
    61,681Work-in-process
    
    
    94,835
    
    
    
    87,986Finished goods
    
    
    266,477
    
    
    
    271,148$
    435,438
    
    
    $
    420,815
 (6) OTHER ASSETS
  September 30, 2009
    
    
    March 31, 2009(In thousands)Deposits (a)
    
    $
    19,423
    
    
    $
    9,265Capitalized software, net
    
    
    3,351
    
    
    
    4,017Loan to affiliate
    
    
    1,005
    
    
    
    1,005Retirement plans
    
    
    3,333
    
    
    
    1,341Financial instruments
    
    
    
    
    
    
    4,962Other
    
    
    5,112
    
    
    
    5,066$
    32,224
    
    
    $
    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
   September 30, 2009
    
    
    March 31, 2009(In thousands)Senior Secured Credit Facility
    
    $
    296,383
    
    
    $
    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
    
    
    17,240
    
    
    
    13,262Total
    
    
    663,623
    
    
    
    651,228Less  current maturities
    
    
    5,083
    
    
    
    5,048Total Long-Term Debt
    
    $
    658,540
    
    
    $
    646,180
  9




---



##### Table of Contents



(8) INTEREST EXPENSE, NET
  (9) OTHER (INCOME) EXPENSE, NET
  For the Three Months Ended
    
    
    For the Six Months EndedSeptember 30, 2009
    
    
    September 30, 2008
    
    
    September 30, 2009
    
    
    September 30, 2008(In thousands)Net loss on asset sales / impairments
    
    $
    810
    
    
    $
    1,040
    
    
    $
    6,174
    
    
    $
    1,135Equity loss (income)
    
    
    5
    
    
    
    (1,276
    )
    
    
    40
    
    
    
    (1,427
    )Currency remeasurement (gain) loss
    
    
    (7,596
    )
    
    
    27,690
    
    
    
    (16,860
    )
    
    
    25,884(Gain) loss on revaluation of warrants
(a)
    
    
    (269
    )
    
    
    (9,214
    )
    
    
    202
    
    
    
    471Other
    
    
    11
    
    
    
    (1,548
    )
    
    
    44
    
    
    
    (1,548
    )$
    (7,039
    )
    
    $
    16,692
    
    
    $
    (10,400
    )
    
    $
    24,515
  
 (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. 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




---



##### Table of Contents



Pension BenefitsFor the Three Months Ended
    
    
    For the Six Months EndedSeptember 30, 2009
    
    
    September 30, 2008
    
    
    September 30, 2009
    
    
    September 30, 2008(In thousands)Components of net periodic benefit
cost:Service cost
    
    $
    866
    
    
    $
    1,136
    
    
    $
    1,685
    
    
    $
    2,315Interest cost
    
    
    9,254
    
    
    
    9,679
    
    
    
    18,289
    
    
    
    19,561Expected return on plan
assets
    
    
    (5,911
    )
    
    
    (7,861
    )
    
    
    (11,705
    )
    
    
    (15,845
    )Amortization of:Prior service cost
    
    
    3
    
    
    
    5
    
    
    
    6
    
    
    
    11Actuarial loss (gain)
    
    
    258
    
    
    
    (678
    )
    
    
    520
    
    
    
    (1,384
    )Net periodic benefit cost
    
    $
    4,470
    
    
    $
    2,281
    
    
    $
    8,795
    
    
    $
    4,658
 Other Post-Retirement BenefitsFor the Three Months Ended
    
    
    For the Six Months EndedSeptember 30, 2009
    
    
    September 30, 2008
    
    
    September 30, 2009
    
    
    September 30, 2008(In thousands)Components of net periodic
benefit cost:Service cost
    
    $
    35
    
    
    $
    51
    
    
    $
    68
    
    
    $
    104Interest cost
    
    
    354
    
    
    
    336
    
    
    
    702
    
    
    
    674Amortization of:Prior service cost
    
    
    (96
    )
    
    
    (96
    )
    
    
    (192
    )
    
    
    (192
    )Actuarial loss
    
    
    17
    
    
    
    34
    
    
    
    34
    
    
    
    67Net periodic benefit cost
    
    $
    310
    
    
    $
    325
    
    
    $
    612
    
    
    $
    653
  (11) COMMITMENTS AND CONTINGENCIES
 Claims Reconciliation
   11




---



##### Table of Contents



Private Party Lawsuits and other Legal Proceedings
     12




---



##### Table of Contents



Environmental Matters
       13




---



##### Table of Contents



Tampa, Florida
  Columbus, Georgia
  Guarantees
   Sales Returns and Allowances
  14




---



##### Table of Contents



Balance at March 31, 2009
    
    $
    39,721Accrual for sales returns and allowances provided
    
    
    16,064Settlements made (in cash or credit), and currency translation
    
    
    (15,315
    )Balance at September 30, 2009
    
    $
    40,470
 (12) INCOME TAXES
   For the Three Months Ended
    
    For the Six Months EndedSeptember 30, 2009
    
    September 30, 2008
    
    September 30, 2009
    
    September 30, 2008(In thousands)Federal statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %Change in valuation allowances
    
    
    1017.0
    %
    
    
    -160.3
    %
    
    
    -69.7
    %
    
    
    392.0
    %Revaluation of warrants
    
    
    -7.8
    %
    
    
    49.7
    %
    
    
    -0.2
    %
    
    
    2.3
    %Rate differences on foreign
subsidiaries
    
    
    -313.9
    %
    
    
    27.4
    %
    
    
    11.2
    %
    
    
    -50.1
    %Other, net
    
    
    24.9
    %
    
    
    -4.3
    %
    
    
    -5.5
    %
    
    
    -7.2
    %Effective tax rate
    
    
    755.2
    %
    
    
    -52.5
    %
    
    
    -29.2
    %
    
    
    372.0
    %
      15




---



##### Table of Contents



(13) RESTRUCTURING
    Severance Costs
    
    
    Closure Costs
    
    
    Total(In thousands)Balance at March 31, 2009
    
    $
    37,800
    
    
    $
    4,618
    
    
    $
    42,418Restructuring Charges
    
    
    40,499
    
    
    
    5,598
    
    
    
    46,097Payments and Currency Translation
    
    
    (28,759
    )
    
    
    (2,591
    )
    
    
    (31,350
    )Balance at September 30, 2009
    
    $
    49,540
    
    
    $
    7,625
    
    
    $
    57,165
  (14) LOSS PER SHARE
   As ofSeptember 30, 2009
    
    
    September 30, 2008(In thousands)Shares associated with
convertible debt (assumed
conversion)
    
    
    3,697
    
    
    
    3,697Employee stock options
    
    
    4,040
    
    
    
    3,548Restricted stock awards
    
    
    895
    
    
    
    1,119Warrants
    
    
    6,725
    
    
    
    6,725Total shares excluded
    
    
    15,357
    
    
    
    15,089
 (15) FAIR VALUE OF FINANCIAL INSTRUMENTS
  16




---



##### Table of Contents



September 30, 2009
    
    March 31, 2009Estimated Fair
    
    
    
    
    
    Estimated FairCarrying Value
    
    Value
    
    Carrying Value
    
    Value(In thousands)(Liability) Asset:Senior Secured Credit Facility
    
    $
    (296,383
    )
    
    $
    (264,473
    )
    
    $
    (287,966
    )
    
    $
    (195,817
    )Senior Secured Notes due 2013
    
    
    (290,000
    )
    
    
    (282,750
    )
    
    
    (290,000
    )
    
    
    (174,000
    )Convertible Senior
Subordinated Notes
due 2013
    
    
    (60,000
    )
    
    
    (36,000
    )
    
    
    (60,000
    )
    
    
    (17,475
    )Interest Rate Swap (a)
    
    
    (6,876
    )
    
    
    (6,876
    )
    
    
    (7,461
    )
    
    
    (7,461
    )Foreign Currency Forward (a)
    
    
    (551
    )
    
    
    (551
    )
    
    
    4,962
    
    
    
    4,962
 
 (a)
    
    These financial instruments are required to be measured at fair value, and are based on
inputs as described in the three-tier hierarchy that prioritizes inputs used in measuring fair
value: 
    
    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)September 30, 2009:Interest rate swap
    
    $
    (6,876
    )
    
    
    
    
    
    $
    (6,876
    )
    
    
    Foreign currency forward
    
    
    (551
    )
    
    
    
    
    
    
    (551
    )
    
    
    March 31, 2009:Interest rate swap
    
    $
    (7,461
    )
    
    
    
    
    
    $
    (7,461
    )
    
    
    Foreign currency forward
    
    
    4,962
    
    
    
    
    
    
    
    4,962
    
    
    
    
  (16) SEGMENT INFORMATION
  17




---



##### Table of Contents



18




---



##### Table of Contents



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
    )
    
    
    1,529(a) includes:Restructuring expenses
    
    
    769
    
    
    
    1,124
    
    
    
    110
    
    
    
    7,704
    
    
    
    724
    
    
    
    10,431
 For the Three Months Ended September 30, 2008Transportation
    
    IndustrialEurope
    
    
    
    
    
    Europe
    
    OtherAmericas
    
    and ROW
    
    Americas
    
    and ROW
    
    (a)
    
    Consolidated(In thousands)Net sales
    
    $
    315,610
    
    
    $
    245,355
    
    
    $
    76,830
    
    
    $
    276,379
    
    
    $
    
    
    
    $
    914,174Gross profit
    
    
    55,741
    
    
    
    27,011
    
    
    
    22,990
    
    
    
    56,142
    
    
    
    
    
    
    
    161,884Expenses (a)
    
    
    31,987
    
    
    
    33,582
    
    
    
    10,067
    
    
    
    45,511
    
    
    
    46,759
    
    
    
    167,906Income (loss) before
reorganization items and
income taxes
    
    
    23,754
    
    
    
    (6,571
    )
    
    
    12,923
    
    
    
    10,631
    
    
    
    (46,759
    )
    
    
    (6,022
    )(a) includes:Restructuring expenses
    
    
    381
    
    
    
    2,304
    
    
    
    77
    
    
    
    6,741
    
    
    
    152
    
    
    
    9,655
 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
    )(a) includes:Restructuring expenses
    
    
    4,146
    
    
    
    19,868
    
    
    
    169
    
    
    
    20,857
    
    
    
    1,057
    
    
    
    46,097
 For the Six Months Ended September 30, 2008Transportation
    
    IndustrialEurope
    
    
    
    
    
    Europe
    
    OtherAmericas
    
    and ROW
    
    Americas
    
    and ROW
    
    (a)
    
    Consolidated(In thousands)Net sales
    
    $
    621,985
    
    
    $
    521,228
    
    
    $
    166,027
    
    
    $
    576,209
    
    
    $
    
    
    
    $
    1,885,449Gross profit
    
    
    115,187
    
    
    
    57,442
    
    
    
    46,781
    
    
    
    111,954
    
    
    
    
    
    
    
    331,364Expenses (a)
    
    
    64,741
    
    
    
    64,620
    
    
    
    20,033
    
    
    
    89,537
    
    
    
    84,273
    
    
    
    323,204Income (loss) before
reorganization items and
income taxes
    
    
    50,446
    
    
    
    (7,178
    )
    
    
    26,748
    
    
    
    22,417
    
    
    
    (84,273
    )
    
    
    8,160(a) includes:Restructuring expenses
    
    
    683
    
    
    
    3,005
    
    
    
    (3
    )
    
    
    8,038
    
    
    
    155
    
    
    
    11,878
 
 (a)
    
    Other includes unallocated corporate expenses, interest expense,
currency remeasurement gain/loss, and gain/loss on revaluation of
warrants. 19




---



##### 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




---



##### Table of Contents



Markets
 Seasonality and Weather.
  Interest Rates.
 Second quarter of Fiscal 2010 Highlights and Outlook
       21




---



##### Table of Contents



Critical Accounting Policies and Estimates
   Results of Operations
 Three months ended September 30, 2009 compared with three months ended September 30, 2008
 Net Sales
  FAVORABLE / (UNFAVORABLE)For the Three Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencySeptember 30, 2009
    
    
    September 30, 2008
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    224,770
    
    
    $
    315,610
    
    
    $
    (90,840
    )
    
    $
    
    
    
    $
    (90,840
    )Europe & ROW
    
    
    182,446
    
    
    
    245,355
    
    
    
    (62,909
    )
    
    
    (8,142
    )
    
    
    (54,767
    )Industrial EnergyAmericas
    
    
    56,559
    
    
    
    76,830
    
    
    
    (20,271
    )
    
    
    
    
    
    
    (20,271
    )Europe & ROW
    
    
    168,040
    
    
    
    276,379
    
    
    
    (108,339
    )
    
    
    (8,028
    )
    
    
    (100,311
    )TOTAL
    
    $
    631,815
    
    
    $
    914,174
    
    
    $
    (282,359
    )
    
    $
    (16,170
    )
    
    $
    (266,189
    )
  22




---



##### Table of Contents



Gross Profit
  For the Three Months EndedSeptember 30, 2009
    
    
    September 30, 2008
    
    
    FAVORABLE / (UNFAVORABLE)Percent of
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyTOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    51,815
    
    
    
    23.1
    %
    
    $
    55,741
    
    
    
    17.7
    %
    
    $
    (3,926
    )
    
    $
    
    
    
    $
    (3,926
    )Europe & ROW
    
    
    29,967
    
    
    
    16.4
    %
    
    
    27,011
    
    
    
    11.0
    %
    
    
    2,956
    
    
    
    (1,242
    )
    
    
    4,198Industrial EnergyAmericas
    
    
    13,062
    
    
    
    23.1
    %
    
    
    22,990
    
    
    
    29.9
    %
    
    
    (9,928
    )
    
    
    
    
    
    
    (9,928
    )Europe & ROW
    
    
    35,062
    
    
    
    20.9
    %
    
    
    56,142
    
    
    
    20.3
    %
    
    
    (21,080
    )
    
    
    (1,450
    )
    
    
    (19,630
    )TOTAL
    
    $
    129,906
    
    
    
    20.6
    %
    
    $
    161,884
    
    
    
    17.7
    %
    
    $
    (31,978
    )
    
    $
    (2,692
    )
    
    $
    (29,286
    )
     Expenses
  23




---



##### Table of Contents




    
    Selling, marketing, and advertising expenses decreased $15.9 million, to $63.8 million
in the second quarter of fiscal 2010 from $79.7 million in the second quarter of fiscal
2009 due in part to a favorable foreign currency translation of $3.0 million. Excluding
the foreign currency translation impact, the expenses decreased by $12.9 million primarily
due to decreases in sales commissions and other spending controls.
    
    General and administrative expenses increased $2.9 million, to $46.4 million in the
second quarter of fiscal 2010 from $43.5 million in the second quarter of fiscal 2009. The
increase included a favorable foreign currency translation impact of $2.1 million.
Excluding the foreign currency translation impact, the expenses in the second quarter of
fiscal 2010 increased by $5.0 million primarily due to increases in engineering spending
and non-cash stock compensation costs, partially offset by decreases in discretionary
expenses.
    
    Restructuring expenses increased $0.7 million to $10.4 million in the second quarter of
fiscal 2010 from $9.7 million in the second quarter of fiscal 2009. This increase
primarily related to costs associated with headcount reductions in certain manufacturing
facilities, principally the Over Hulton, U.K. industrial energy battery plant closure.
    
    Other (income) expenses were ($7.0) million in the second quarter of fiscal 2010 versus
$16.7 million in the second quarter of fiscal 2009. The net change was primarily driven by
a currency remeasurement gain of $7.5 million in the current period compared with a $26.8
million loss in the prior year, partially offset by a $8.9 million lower gain on
revaluation of warrants.
    
    Interest expense decreased $3.6 million, to $14.8 million in the second quarter of
fiscal 2010 from $18.4 million in the second quarter of fiscal 2009 primarily due to the
favorable impact of lower borrowings and interest rates on borrowings under the Companys
Credit Agreement.
 FAVORABLE / (UNFAVORABLE)For the Three Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencySeptember 30, 2009
    
    
    September 30, 2008
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    29,629
    
    
    $
    31,987
    
    
    $
    2,358
    
    
    $
    
    
    
    $
    2,358Europe & ROW
    
    
    25,811
    
    
    
    33,582
    
    
    
    7,771
    
    
    
    1,509
    
    
    
    6,262Industrial EnergyAmericas
    
    
    9,948
    
    
    
    10,067
    
    
    
    119
    
    
    
    
    
    
    
    119Europe & ROW
    
    
    43,807
    
    
    
    45,511
    
    
    
    1,704
    
    
    
    1,561
    
    
    
    143Unallocated expenses
    
    
    19,182
    
    
    
    46,759
    
    
    
    27,577
    
    
    
    522
    
    
    
    27,055TOTAL
    
    $
    128,377
    
    
    $
    167,906
    
    
    $
    39,529
    
    
    $
    3,592
    
    
    $
    35,937
      24




---



##### Table of Contents



For the Three Months Ended
    
    
    FAVORABLESeptember 30, 2009
    
    
    September 30, 2008
    
    
    (UNFAVORABLE)(In thousands)Corporate expenses
    
    $
    11,376
    
    
    $
    10,606
    
    
    $
    (770
    )Restructuring
    
    
    724
    
    
    
    153
    
    
    
    (571
    )Other (income) expense:Currency
remeasurement
(gain) loss
    
    
    (7,484
    )
    
    
    26,805
    
    
    
    34,289Gain on revaluation
of warrants
    
    
    (269
    )
    
    
    (9,214
    )
    
    
    (8,945
    )Other
    
    
    18
    
    
    
    8
    
    
    
    (10
    )Interest, net
    
    
    14,817
    
    
    
    18,401
    
    
    
    3,584TOTAL
    
    $
    19,182
    
    
    $
    46,759
    
    
    $
    27,577
  Income Taxes
 For the Three Months EndedSeptember 30, 2009
    
    September 30, 2008(In thousands)Pre-tax income (loss)
    
    $
    1,209
    
    
    $
    (6,494
    )Income tax provision
    
    
    9,130
    
    
    
    3,408Effective tax rate
    
    
    755.2
    %
    
    
    -52.5
    %
  Six months ended September 30, 2009 compared with six months ended September 30, 2008
 Net Sales
  25




---



##### Table of Contents



FAVORABLE / (UNFAVORABLE)For the Six Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencySeptember 30, 2009
    
    
    September 30, 2008
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    455,566
    
    
    $
    621,985
    
    
    $
    (166,419
    )
    
    $
    
    
    
    $
    (166,419
    )Europe & ROW
    
    
    328,893
    
    
    
    521,228
    
    
    
    (192,335
    )
    
    
    (31,007
    )
    
    
    (161,328
    )Industrial EnergyAmericas
    
    
    116,493
    
    
    
    166,027
    
    
    
    (49,534
    )
    
    
    
    
    
    
    (49,534
    )Europe & ROW
    
    
    323,717
    
    
    
    576,209
    
    
    
    (252,492
    )
    
    
    (33,747
    )
    
    
    (218,745
    )TOTAL
    
    $
    1,224,669
    
    
    $
    1,885,449
    
    
    $
    (660,780
    )
    
    $
    (64,754
    )
    
    $
    (596,026
    )
     Gross Profit
  For the Six Months EndedSeptember 30, 2009
    
    
    September 30, 2008
    
    
    FAVORABLE / (UNFAVORABLE)Percent of
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencyTOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Net Sales
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    90,006
    
    
    
    19.8
    %
    
    $
    115,187
    
    
    
    18.5
    %
    
    $
    (25,181
    )
    
    $
    
    
    
    $
    (25,181
    )Europe & ROW
    
    
    48,788
    
    
    
    14.8
    %
    
    
    57,442
    
    
    
    11.0
    %
    
    
    (8,654
    )
    
    
    (4,218
    )
    
    
    (4,436
    )Industrial EnergyAmericas
    
    
    26,322
    
    
    
    22.6
    %
    
    
    46,781
    
    
    
    28.2
    %
    
    
    (20,459
    )
    
    
    
    
    
    
    (20,459
    )Europe & ROW
    
    
    71,474
    
    
    
    22.1
    %
    
    
    111,954
    
    
    
    19.4
    %
    
    
    (40,480
    )
    
    
    (7,659
    )
    
    
    (32,821
    )TOTAL
    
    $
    236,590
    
    
    
    19.3
    %
    
    $
    331,364
    
    
    
    17.6
    %
    
    $
    (94,774
    )
    
    $
    (11,877
    )
    
    $
    (82,897
    )
  26




---



##### Table of Contents



Expenses
  
    
    Selling, marketing, and advertising decreased $29.4 million, to $129.1 million in the
first half of fiscal 2010 from $158.5 million in the first half of fiscal 2009. Foreign
currency translation favorably impacted selling, marketing, and advertising costs in the
first half of fiscal 2010 by approximately $10.3 million. The remaining decrease was due
primarily to decreases in sales commissions and other spending controls.
    
    General and administrative decreased $1.4 million, to $89.3 million in the first half of
fiscal 2010 from $90.7 million in the first half of fiscal 2009 primarily due to the
favorable currency translation impact of $6.6 million, partially offset by increases in
certain engineering staffing costs and $2.7 million non-cash stock compensation expense.
    
    Restructuring increased $34.2 million, to $46.1 million in the first half of fiscal 2010
from $11.9 million in the first half of fiscal 2009. This increase primarily related to
costs associated with headcount reductions in certain manufacturing facilities, principally
the Auxerre, France transportation battery plant and the Over Hulton, U.K. industrial
energy battery plant closures.
    
    Other (income) expense was ($10.4) million in the first half of fiscal 2010 versus $24.5
million in the first half of fiscal 2009. The change is primarily due to a $42.8 million
favorable variance in currency remeasurement, partially offset by a $5.1 million increase
in losses on asset impairments, primarily related to plant and equipment write downs at the
Over Hulton battery plant.
    
    Interest expense decreased $8.1 million, to $29.5 million in the first half of fiscal
2010 from $37.6 million in the first half of fiscal 2009 due primarily to the favorable
impact of lower interest rates on borrowings under the Companys Credit Agreement.
    
    Foreign currency translation favorably impacted expenses by $18.7 million in the first
half of fiscal 2010.
 FAVORABLE / (UNFAVORABLE)For the Six Months Ended
    
    
    
    
    
    
    Currency
    
    
    Non-CurrencySeptember 30, 2009
    
    
    September 30, 2008
    
    
    TOTAL
    
    
    Related
    
    
    Related(In thousands)TransportationAmericas
    
    $
    62,516
    
    
    $
    64,741
    
    
    $
    2,225
    
    
    $
    
    
    
    $
    2,225Europe & ROW
    
    
    68,014
    
    
    
    64,620
    
    
    
    (3,394
    )
    
    
    7,497
    
    
    
    (10,891
    )Industrial EnergyAmericas
    
    
    20,595
    
    
    
    20,033
    
    
    
    (562
    )
    
    
    
    
    
    
    (562
    )Europe & ROW
    
    
    96,149
    
    
    
    89,537
    
    
    
    (6,612
    )
    
    
    8,883
    
    
    
    (15,495
    )Unallocated expenses
    
    
    36,375
    
    
    
    84,273
    
    
    
    47,898
    
    
    
    2,305
    
    
    
    45,593TOTAL
    
    $
    283,649
    
    
    $
    323,204
    
    
    $
    39,555
    
    
    $
    18,685
    
    
    $
    20,870
 27




---



##### Table of Contents



For the Six Months Ended
    
    
    FAVORABLESeptember 30, 2009
    
    
    September 30, 2008
    
    
    (UNFAVORABLE)(In thousands)Corporate expenses
    
    $
    21,684
    
    
    $
    20,264
    
    
    $
    (1,420
    )Restructuring
    
    
    1,057
    
    
    
    154
    
    
    
    (903
    )Other (income) expense:Currency remeasurement (gain) loss
    
    
    (16,167
    )
    
    
    25,760
    
    
    
    41,927Loss on revaluation of warrants
    
    
    202
    
    
    
    471
    
    
    
    269Other
    
    
    62
    
    
    
    (2
    )
    
    
    (64
    )Interest, net
    
    
    29,537
    
    
    
    37,626
    
    
    
    8,089TOTAL
    
    $
    36,375
    
    
    $
    84,273
    
    
    $
    47,898
  Income Taxes
 For the Six Months EndedSeptember 30, 2009
    
    September 30, 2008(In thousands)Pre-tax (loss) income
    
    $
    (47,934
    )
    
    $
    7,225Income tax provision
    
    
    14,002
    
    
    
    26,878Effective tax rate
    
    
    -29.2
    %
    
    
    372.0
    %
  28




---



##### Table of Contents



Liquidity and Capital Resources
   The Revolving Loan
    The Term Loan
      29




---



##### Table of Contents



Sources of Cash
     30




---



##### 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
   31




---



##### Table of Contents



Changes in Internal Control Over Financial Reporting
  32




---



##### Table of Contents



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




---



##### 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    August 1 through August 31
    
    
    208
    
    
    $
    4.98
    
    
    
    
    
    
    
    September 1 through
September 30
    
    
    18,221
    
    
    $
    7.94
    
    
    
    
    
    
    
    
 
 (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
   Name
    
    Votes For
    
    Votes WithheldHerbert F. Aspbury
    
    
    51,234,646
    
    
    
    15,655,070Michael R. DAppolonia
    
    
    51,035,994
    
    
    
    15,853,722David S. Ferguson
    
    
    51,063,684
    
    
    
    15,826,032Paul W. Jennings
    
    
    51,043,574
    
    
    
    15,846,142Joseph V. Lash
    
    
    51,021,093
    
    
    
    15,868,623John P. Reilly
    
    
    51,066,640
    
    
    
    15,823,076Michael P. Ressner
    
    
    51,181,393
    
    
    
    15,708,323Gordon A. Ulsh
    
    
    51,229,037
    
    
    
    15,660,679Carroll R. Wetzel
    
    
    51,039,831
    
    
    
    15,849,885
   Vote For
    
    Votes Against
    
    Abstentions42,827,096
    
    12,871,546
    
    98,031
 34




---



##### Table of Contents



Vote For
    
    Votes Against
    
    Abstentions63,936,110
    
    107,624
    
    2,845,982
  
 Item 5. Other Information
  
 Item 6. Exhibits
 4.1
    
    First Amendment to Credit Agreement, dated as of September 30, 2009,
among the Company, each Domestic Subsidiary, Exide Global Holding
Netherlands C.V., a limited partnership organized under the laws of
The Netherlands, the Lenders party hereto and Deutsche Bank AG New
York Branch, as Administrative Agent.10.1
    
    Letter dated August 27, 2009, amending the Amended and Restated
Employment Agreement of Gordon A. Ulsh, incorporated by reference to
Exhibit 10.1 to the Companys Report on Form 8-K dated August 31,
2009.10.2
    
    Exide Technologies 2009 Stock Incentive Plan, incorporated by
reference to the Companys Report on Form 8-K dated September 21,
200931.1
    
    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.
 35




---



##### Table of Contents



SIGNATURES
  EXIDE TECHNOLOGIESBy:
    /s/ Phillip A. DamaskaPhillip A. DamaskaExecutive Vice President and
Chief Financial OfficerDate: November 5, 2009 36