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What changed in ENERGIZER HOLDINGS, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ENERGIZER HOLDINGS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+321 added−330 removedSource: 10-K (2025-11-18) vs 10-K (2024-11-19)

Top changes in ENERGIZER HOLDINGS, INC.'s 2025 10-K

321 paragraphs added · 330 removed · 255 edited across 7 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

69 edited+16 added−4 removed151 unchanged
Biggest changeConsequently, we are subject to a number of risks associated with doing business in foreign countries, including: • unfavorable and uncertain macroeconomic and geopolitical conditions and potential operational or supply chain disruptions as a result of these developments; 12 • political or economic instability, labor disputes, government corruption and civil unrest, including political or economic instability in the countries of the Eurozone, Egypt, Russia, the Middle East and certain markets in Latin America; • potential disruption from wars and military conflicts; • price controls and related government actions; • the possibility of nationalization of business or industries, expropriation, confiscatory taxation or other similar government action; • the inability to repatriate foreign-based cash for strategic needs in the U.S., either at all or without incurring significant income tax and earnings consequences, as well as the heightened counterparty, internal control and country-specific risks associated with holding cash overseas; • the effect of foreign income taxes, value-added taxes and withholding taxes, including the inability to recover amounts owed to us by a government authority without extended proceedings or at all; • the effect of the U.S. tax treatment of foreign source income and losses, and other restrictions on the flow of capital between countries; • adverse changes in local investment, local employment, local training or exchange control regulations; • legal and regulatory constraints, including the imposition of tariffs, trade restrictions, price, profit or other government controls, labor laws, immigration restrictions, travel restrictions, including as a result of outbreaks of infectious diseases, import and export laws or other government actions generating a negative impact on our business, including changes in trade policies that may be implemented; • currency fluctuations, including the impact of hyper-inflationary conditions in certain economies, particularly where exchange controls limit or eliminate our ability to convert from local currency; • difficulties in hiring and retaining qualified employees; • employment litigation related to employees, contractors and suppliers, particularly in Latin America and Europe; • difficulties in obtaining or unavailability of raw materials; • difficulty in enforcing contractual and intellectual property rights; • lack of well-established or reliable, and impartial legal systems in certain countries where we operate; • challenges relating to enforcement of or compliance with local laws and regulations and with U.S. laws affecting operations outside of the U.S., including without limitation, the U.S.
Biggest changeConsequently, we are subject to a number of risks associated with doing business in foreign countries, including: • unfavorable and uncertain macroeconomic and geopolitical conditions and potential operational or supply chain disruptions as a result of these developments; • legal and regulatory constraints, including the imposition of tariffs, trade restrictions or sanctions, price, profit or other government controls, labor laws, immigration restrictions, travel restrictions, including as a result of outbreaks of infectious diseases, import and export laws or other government actions generating a negative impact on our business, including changes in trade policies that may be implemented; • political or economic instability, labor disputes, government corruption and civil unrest, including political or economic instability in the countries of the Eurozone, Egypt, Russia, the Middle East and certain markets in Latin America; • potential disruption from wars and military conflicts; • price controls and related government actions; • the possibility of nationalization of business or industries, expropriation, confiscatory taxation or other similar government action; • the inability to repatriate foreign-based cash for strategic needs in the U.S., either at all or without incurring significant income tax and earnings consequences, as well as the heightened counterparty, internal control and country-specific risks associated with holding cash overseas; • the effect of foreign income taxes, value-added taxes and withholding taxes, including the inability to recover amounts owed to us by a government authority without extended proceedings or at all; 12 • the effect of the U.S. tax treatment of foreign source income and losses, and other restrictions on the flow of capital between countries; • adverse changes in local investment, local employment, local training or exchange control regulations; • currency fluctuations, including the impact of highly inflationary conditions in certain economies, particularly where exchange controls limit or eliminate our ability to convert from local currency; • difficulties in hiring and retaining qualified employees; • employment litigation related to employees, contractors and suppliers, particularly in Latin America and Europe; • difficulties in obtaining or unavailability of raw materials; • difficulty in enforcing contractual and intellectual property rights; • lack of well-established or reliable, and impartial legal systems in certain countries where we operate; • challenges relating to enforcement of or compliance with local laws and regulations and with U.S. laws affecting operations outside of the U.S., including without limitation, the U.S.
The fear of exposure to or actual effects of a disease outbreak or similar widespread public health concern, could negatively impact our overall business, financial position and financial results.
The fear of exposure to, or the actual effects of, a disease outbreak or similar widespread public health concern, could negatively impact our overall business, financial position and financial results.
Pricing and availability of raw materials, energy, transportation and other services needed for our business can be volatile due to general economic conditions, inflation, labor costs, production levels, import duties and tariffs and other factors beyond our control. There is no certainty that we will be able to offset future cost increases.
Pricing and availability of raw materials, energy, transportation and other services needed for our business can be volatile due to general economic conditions, tariffs, inflation, labor costs, production levels and import duties and other factors beyond our control. There is no certainty that we will be able to offset future cost increases.
Operations of the manufacturing and packaging facilities worldwide and corporate offices of the Company and our suppliers, and the methods we and our suppliers use to obtain supplies and to distribute our products, may be subject to disruption for a variety of reasons, including work stoppages, cyberattacks and other disruptions in information technology systems, demonstrations, disease outbreaks or pandemics, acts of war or conflicts, terrorism, fire, earthquakes, flooding or other natural disasters, disruptions in logistics, loss or impairment of key manufacturing sites, supplier capacity constraints, raw material and product quality or safety issues, industrial accidents or other occupational health and safety issues, availability of raw materials, and other regulatory issues, trade disputes between countries in which we have operations, such as the U.S. and China.
Operations of the manufacturing and packaging facilities worldwide and corporate offices of the Company and our suppliers, and the methods we and our suppliers use to obtain supplies and to distribute our products, may be subject to disruption for a variety of reasons, including work stoppages, cyberattacks and other disruptions in information technology systems, demonstrations, disease outbreaks or pandemics, acts of war or conflicts, terrorism, fire, earthquakes, flooding or other natural disasters, disruptions in logistics, loss or impairment of key manufacturing sites, supplier capacity constraints, raw material and product quality or safety issues, industrial accidents or other occupational health and safety issues, availability of raw materials, and other regulatory issues, including trade disputes between countries in which we have operations, such as the U.S. and China.
We have a material amount of goodwill and other intangible assets which are periodically evaluated for impairment in accordance with current accounting standards. Goodwill and indefinite-lived intangible assets are initially recorded at fair value and not amortized, but are tested for impairment at least annually in the fourth quarter or more frequently if impairment indicators arise.
We have a material amount of goodwill and other indefinite-lived intangible assets which are periodically evaluated for impairment in accordance with current accounting standards. Goodwill and indefinite-lived intangible assets are initially recorded at fair value and not amortized, but are tested for impairment at least annually in the fourth quarter or more frequently if impairment indicators arise.
We face exposure to claims arising out of alleged defects in our products, including for property damage, bodily injury or other adverse effects; alleged contaminants in our products; and allegations that our products provide inadequate instructions or warnings regarding their use; and failure to perform as advertised.
We face exposure to claims arising out of alleged defects in our products, including for property damage, bodily injury or other adverse effects; alleged contaminants in our products; allegations that our products provide inadequate instructions or warnings regarding their use; and failure to perform as advertised.
If we raise additional funds by issuing debt, we may be subject to limitations on our operations and ability to pay dividends due to restrictive covenants. Generally, to the extent that we incur additional indebtedness, all of the risks described above in connection with our debt obligations could increase. Our credit ratings are important to our cost of capital.
If we raise additional funds by issuing debt, we may be subject to limitations on our operations and ability to pay dividends due to restrictive covenants. Generally, to the extent that we incur additional indebtedness, all of the risks described above in connection with our debt obligations could increase. 18 Our credit ratings are important to our cost of capital.
If we cease doing business with a significant customer or if we experience a significant reduction in net sales to a key customer, it could have a material adverse effect on our business, financial condition and results of operations. 11 Customers could reduce their purchasing levels or cease buying products from us at any time and for any reason.
If we cease doing business with a significant customer or if we experience a significant reduction in net sales to a key customer, it could have a material adverse effect on our business, financial condition and results of operations. Customers could reduce their purchasing levels or cease buying products from us at any time and for any reason.
In addition, the use of the latest technology by our customers regarding pricing may lead to category pricing pressures. Consistent with the ongoing variability in information technology systems industry-wide, our IT platforms may not be fully compatible at all times with those used by our customers and we may not be able to respond to customer data or technology demands.
In addition, the use of the latest pricing technology by our customers may lead to category pricing pressures. Consistent with the ongoing variability in information technology systems industry-wide, our IT platforms may not be fully compatible at all times with those used by our customers and we may not be able to respond to customer data or technology demands.
There is also a possibility that third-party manufacturers, which produce a significant portion of certain of our products, could discontinue production with little or no advance notice, or experience financial problems or problems with product quality or timeliness of product delivery, resulting in manufacturing delays or disruptions, regulatory sanctions, product liability claims or consumer complaints.
There is also a possibility that third-party manufacturers, which produce a significant portion of certain of our products, could discontinue production with little or no notice, or experience financial problems or problems with product quality or timeliness of product delivery, resulting in manufacturing delays or disruptions, regulatory sanctions, product liability claims or consumer complaints.
When particular tax matters arise, a number 22 of years may elapse before such matters are audited and finally resolved. Unfavorable resolution of any tax matter in any of the jurisdictions in which we operate could increase the effective tax rate, which would have an adverse effect on our financial condition and results of operations.
When particular tax matters arise, a number of years may elapse before such matters are audited and finally resolved. Unfavorable resolution of any tax matter in any of the jurisdictions in which we operate could increase the effective tax rate, which would have an adverse effect on our financial condition and results of operations.
However, these provisions will apply even if the offer may be considered beneficial by some shareholders and could deter or delay an acquisition that our Board of Directors determines is not in our best interests or the best interests of our shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors. 23 1B.
However, these provisions will apply even if the offer may be considered beneficial by some shareholders and could deter or delay an acquisition that our Board of Directors determines is not in our best interests or the best interests of our shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors. 1B.
The discussion below addresses the material factors, of which we are currently aware, that could affect, and in certain cases have affected, our businesses, results of operations and financial condition and make an investment in the Company speculative or risky. 9 Additional factors that could affect our businesses, results of operations and financial condition are discussed in Forward-Looking Statements in MD&A.
The discussion below addresses the material factors, of which we are currently aware, that could affect, and in certain cases have affected, our businesses, results of operations and financial condition and make an investment in the Company speculative or risky. Additional factors that could affect our businesses, results of operations and financial condition are discussed in Forward-Looking Statements in MD&A.
We may not be able to attract, retain and develop key employees, as well as effectively manage human capital resources. Our future performance depends significantly upon the continued service of our executive officers and other key employees, as well as our continuing ability to attract, retain and develop highly qualified and diverse employees, including future members of our management team.
We may not be able to attract, retain and develop key employees, as well as effectively manage human capital resources. Our future performance depends significantly upon the continued service of our executive officers and other key employees, as well as our continuing ability to attract, retain and develop highly qualified employees, including future members of our management team.
It is not possible to predict the final resolution of litigation, investigations, disputes or proceedings in which we currently are or may in the future become involved and our assessment of the materiality of these matters and any reserves taken in connection therewith may not be consistent with their final resolutions.
It is not possible to predict the final resolution of litigation, investigations, disputes or proceedings in which we currently are or may 20 in the future become involved and our assessment of the materiality of these matters and any reserves taken in connection therewith may not be consistent with their final resolutions.
Loss or impairment of the reputation of our Company or our leading brands or failure of our marketing plans could have an adverse effect on our business. We depend on the continuing reputation and success of our brands. Maintaining a strong reputation with consumers, customers, the trade, suppliers and other third-party partners is critical to the success of our business.
Loss or impairment of the reputation of our Company or our leading brands or failure of our marketing plans could have an adverse effect on our business. We depend on the continuing reputation and success of our brands. Maintaining a strong reputation with consumers, customers, suppliers and other third-party partners is critical to the success of our business.
In the US, many of our products and 20 product claims are regulated by the Consumer Product Safety Commission, the US Environmental Protection Agency (EPA), and the Federal Trade Commission, among other regulatory agencies. Additionally, our and our suppliers' manufacturing and distribution operations are also subject to regulation by the Occupational Safety and Health Administration.
In the US, many of our products and product claims are regulated by the Consumer Product Safety Commission, the US Environmental Protection Agency (EPA), and the Federal Trade Commission, among other regulatory agencies. Additionally, our and our suppliers' manufacturing and distribution operations are also subject to regulation by the Occupational Safety and Health Administration.
In addition, changes to the mix of products that we sell, as well as the mix of countries in which we sell our products, may adversely impact our net sales, profitability and cash flow. We are subject to risks related to our international operations, including currency fluctuations, which could adversely affect our results of operations.
In addition, changes to the mix of products that we sell, as well as the mix of countries in which we sell our products, may adversely impact our net sales, profitability and cash flow. We are subject to risks related to our international operations, including tariffs and currency fluctuations, which could adversely affect our results of operations.
Operational and Technology Risks Changes in production costs, including raw material prices and transportation costs, from inflation or otherwise, have adversely affected, and in the future could erode, our profit margins and negatively impact operating results.
Operational and Technology Risks Changes in production costs, including raw material prices and transportation costs, from tariffs, inflation or otherwise, have adversely affected, and in the future could erode, our profit margins and negatively impact operating results.
Our financial projections, including any sales or earnings guidance or outlook we may provide from time to time, depend on certain estimates and assumptions related to, among other things, a number of factors: product category growth; development and launch of innovative new products; market share projections; product pricing and sale, volume and product mix; foreign exchange rates and volatility; tax rates; manufacturing costs including commodity prices; distribution channel volume and costs; cost savings; accruals for estimated liabilities, including litigation reserves, measurement of benefit obligations for pension and other postretirement benefit plans; and our ability to generate sufficient cash flow to reinvest in our existing business, fund internal growth, repurchase our stock, make acquisitions, pay dividends and meet debt obligations.
Our financial projections, including any sales or earnings guidance or outlook we may provide from time to time, depend on certain estimates and assumptions related to, among other things, a number of factors: product category growth; development and launch of innovative new products; market share projections; product pricing and sale, volume and product mix; foreign exchange rates and volatility; tax rates; manufacturing costs including commodity prices; distribution channel volume and costs; cost savings; macroeconomic factors, including tariff impacts; accruals for estimated liabilities, including litigation reserves, measurement of benefit obligations for pension and other postretirement benefit plans; and our ability to generate sufficient cash flow to reinvest in our existing business, fund internal growth, repurchase our stock, make acquisitions, pay dividends and meet debt obligations.
In addition, even if we can protect such rights in the United States, the laws of some other countries in which we sell our products may not protect intellectual property rights to the same extent as the laws of the United States.
In addition, even if we can protect such rights in the United 13 States, the laws of some other countries in which we sell our products may not protect intellectual property rights to the same extent as the laws of the United States.
Additionally, new products could require regulatory approval which may not be available or may require modification to the product which could impact the production process and the timely introduction of the products.
Additionally, new products 11 could require regulatory approval which may not be available or may require modification to the product which could impact the production process and the timely introduction of the products.
Conversely, rapid increases in demand due to improving economic conditions could lead to supply chain challenges. Global markets continued to face threats and uncertainty during fiscal year 2024. Uncertain economic and financial market conditions, including relating to the results of elections, may also adversely affect the financial condition of our customers, suppliers and other business partners.
Conversely, rapid increases in demand due to improving economic conditions could lead to supply chain challenges. Global markets continued to face threats and uncertainty during fiscal year 2025. Uncertain economic and financial market conditions, including relating to the results of elections, may also adversely affect the financial condition of our customers, suppliers and other business partners.
In particular, the growing presence of, and increasing sales through, e-commerce retailers have affected, and may continue to affect, consumer preferences (as consumers increasingly shop online) and market dynamics, including any pricing pressures for consumer goods as retailers face added costs to build their e-commerce capacity.
In particular, the growing presence of, and increasing sales through, the online channel have affected, and may continue to affect, consumer preferences (as consumers increasingly shop online) and market dynamics, including any 10 pricing pressures for consumer goods as retailers face added costs to build their e-commerce capacity.
In addition, such incidents could result in unauthorized disclosure and misuse of material confidential information. Cyber threats are becoming more sophisticated, are constantly evolving and are being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending against them.
Cyber threats are becoming more sophisticated, are constantly evolving and are being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending against cyber incidents. Such incidents could result in unauthorized disclosure and misuse of material confidential information.
Competition for such employees is intense, and there can be no assurance that we can retain and motivate our key employees or attract and retain other highly qualified employees in the future. In addition, competition for labor remains strong and labor costs for manufacturing in the US and Singapore, among other countries, continue to rise.
Competition for such employees is intense, and there can be no assurance that we can retain and motivate our key employees or attract and retain other highly qualified employees in the future. 17 In addition, competition for labor remains strong and labor costs for manufacturing in the US, among other countries, continue to rise.
Any impairment charges could adversely affect the Company’s financial condition and results of operations. See Note 11, Goodwill and intangible assets for further information related to goodwill and intangible assets, and the impairment charges recorded in the fiscal years ended September 30, 2024 and 2022.
Any impairment charges could adversely affect the Company’s financial condition and results of operations. See Note 11, Goodwill and intangible assets for further information related to goodwill and intangible assets, and the impairment charges recorded in the fiscal years ended September 30, 2025 and 2024.
We currently conduct our business on a worldwide basis, with approximately 40% of our sales in fiscal year 2024 arising from foreign countries, and a significant portion of our production capacity and cash is located overseas.
We currently conduct our business on a worldwide basis, with approximately 40% of our sales in fiscal year 2025 arising from foreign countries, and a significant portion of our production capacity and cash is located overseas.
As a result, changes in the strategies or demands of our largest customers, including a reduction in the number of brands they carry, a shift of shelf space to private label or competitors’ products or a decision to lower pricing of consumer products, including branded products, may harm our net sales or margins, and reduce our ability to offer new, innovative products to consumers.
As a result, changes in the strategies or demands of our largest customers, including a reduction in the number of brands they carry, a shift of shelf space to private label or competitors’ products or a decision to lower pricing of consumer products, including branded products, may negatively impact our net sales or margins, and reduce our ability to offer new, innovative products to consumers.
These factors include, but are not limited to, recent supply chain disruptions, labor shortages, wage pressures, ongoing elevated levels of inflation and potential economic slowdown, as well as input costs including fuel and energy costs (for example, the price of gasoline), foreign currency exchange rate fluctuations, and other matters that influence consumer spending and preferences.
These factors include, but are not limited to, tariffs, recent supply chain disruptions, labor shortages, wage pressures, ongoing elevated 9 levels of inflation and potential economic slowdown, regulatory changes, as well as input costs including fuel and energy costs (for example, the price of gasoline), foreign currency exchange rate fluctuations, and other matters that influence consumer spending and preferences.
Although we are engaged in e-commerce with respect to many of our products, if we are not successful in responding to these competitive factors, changing consumer preferences and market dynamics or expanding sales through evolving sales channels, especially e-commerce retailers, hard discounters and other alternative retail channels, our business, financial condition and results of operations may be negatively impacted.
Although we are engaged in e-commerce with respect to many of our products, if we are not successful in responding to these competitive factors, changing consumer preferences and market dynamics or expanding sales through evolving sales channels, especially the online channel, hard discounters and other alternative retail channels, our business, financial condition and results of operations may be negatively impacted.
Labor shortages, higher employee turnover rates and labor union organizing efforts could also lead to disruptions in our business. 17 A failure to adequately manage human capital resources could have a material adverse effective on our business, prospects, reputation, financial condition and results of operations.
Labor shortages, higher employee turnover rates and labor union organizing efforts could also lead to disruptions in our business. A failure to adequately manage human capital resources could have a material adverse effect on our business, prospects, reputation, financial condition and results of operations.
Our dependence on single -source suppliers subjects us to the possible risks of shortages, interruptions and price fluctuations. 14 Global economic factors continue to put significant pressure on suppliers, all of which tends to make the supply environment more expensive.
Our dependence on single -source suppliers subjects us to the possible risks of shortages, interruptions and price fluctuations. Global economic factors, including tariffs, continue to put significant pressure on suppliers, all of which tends to make the supply environment more expensive.
Additionally, the escalating costs of offering and administering health care, retirement and other benefits for employees could result in reduced profitability. Financial and Strategic Risks We have significant debt obligations that could adversely affect our business. As of September 30, 2024, our total aggregate outstanding indebtedness was approximately $3.2 billion.
Additionally, the escalating costs of offering and administering health care, retirement and other benefits for employees could result in reduced profitability. Financial and Strategic Risks We have significant debt obligations that could adversely affect our business. As of September 30, 2025, our total aggregate outstanding indebtedness was approximately $3.4 billion.
Some of the areas where we face risks include: • Diversion of management time and focus from operating our business to challenges related to acquisitions and other strategic transactions; • Failure to successfully integrate and further develop the acquired business or technology; • Implementation or remediation of controls, procedures, and policies at the acquired company; • Integration of the acquired company’s accounting, human resource, and other administrative systems, and coordination of research and development, commercial and marketing functions; • Transition of operations, users, and customers onto our existing platforms; • Failure to obtain required approvals on a timely basis, if at all, from governmental authorities, or conditions placed upon approval that could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected financial or strategic goals of a transaction; • In the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries; • Cultural challenges associated with integrating employees from the acquired company into our organization, and retention of employees from the businesses we acquire; • Liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, data privacy and security issues, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities; and • Litigation or other claims in connection with the acquired company, including claims from terminated colleagues, customers, former shareholders, or other third parties. 19 Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and other strategic transactions could cause us to fail to realize their anticipated benefits, incur unanticipated liabilities, and harm our business generally.
Some of the areas where we face risks include: • Diversion of management time and focus from operating our business to challenges related to acquisitions and other strategic transactions; • Failure to successfully integrate and further develop the acquired business or technology; • Implementation or remediation of controls, procedures, and policies at the acquired company; • Integration of the acquired company’s accounting, human resource, and other administrative systems, and coordination of research and development, commercial and marketing functions; • Transition of operations, users, and customers onto our existing platforms; • Failure to obtain required approvals on a timely basis, if at all, from governmental authorities, or conditions placed upon approval that could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected financial or strategic goals of a transaction; 19 • In the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries; • Cultural challenges associated with integrating employees from the acquired company into our organization, and retention of employees from the businesses we acquire; • Liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, data privacy and security issues, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities; and • Litigation or other claims in connection with the acquired company, including claims from terminated colleagues, customers, former shareholders, or other third parties.
Acquired companies or operations, joint ventures or investments may not be profitable or may not achieve sales levels and profitability and cash flow expectations.
Acquired companies or operations, joint ventures or investments may not be profitable or may not achieve sales, profitability or cash flow expectations.
Increased focus by governmental and non-governmental organizations, customers, consumers and shareholders on environmental, social and governance (ESG) issues, including those related to sustainability and climate change, may have an adverse effect on our business, financial condition and results of operations and damage our reputation .
Increased focus by governmental and non-governmental organizations, customers, consumers and shareholders on sustainability issues, including those related to climate change, may have an adverse effect on our business, financial condition and results of operations and damage our reputation .
We face intense competition from consumer product companies both in the U.S. and in global markets. Most of our products compete with other widely advertised, promoted and merchandised brands within each product category.
We face intense competition from consumer product companies both in the U.S. and in global markets. Most of our products compete with other widely advertised, promoted and merchandised brands as well as private label products within each product category.
Changes in the retail environment and consumer preferences could adversely affect our business, financial condition and results of operations. Our sales have historically been largely concentrated in the traditional retail grocery, mass retail outlet, warehouse club and dollar store channels.
Changes in the retail environment and consumer preferences could adversely affect our business, financial condition and results of operations. Our sales have historically been weighted toward the traditional retail grocery, mass retail outlet, warehouse club and dollar store channels.
Our ability to compete effectively is, and in the future could be, affected by a number of factors, including: • Certain of our competitors have substantially greater financial, marketing, research and development, and other resources and greater market share in certain segments than we do, which could provide them with greater scale and negotiating leverage with retailers and suppliers.
Our ability to compete effectively is, and in the future could be, affected by a number of factors, including: • Certain of our competitors have substantially greater financial, marketing, research and development, and other resources and greater market share in certain segments than we do, which could provide them with greater scale and negotiating leverage with retailers and suppliers and more willingness to accept a lower margin rate.
In addition, we may incur higher costs for transportation, workforce and distribution capability in order to maintain the surety of supplying product to our customers; ▪ Failure of third parties upon which we rely, including our suppliers, contract manufacturers, distributors, contractors and commercial banks, to meet their obligations to us in a timely manner; and ▪ Significant changes in the political and regulatory landscape in the markets in which we manufacture, sell or distribute our products, which may include, but are not limited to, restrictions on international trade, governmental or regulatory actions, closures or other restrictions that limit or suspend our or our third-party partners' or customers' operating and/or manufacturing capabilities, including operations necessary for the production, distribution, sale, and support of our products, which could adversely impact our results. 13 If we fail to protect our intellectual property rights, competitors may manufacture and market similar products, which could adversely affect our market share and results of operations.
In addition, we may incur higher costs for transportation, workforce and distribution capability in order to maintain the surety of supplying product to our customers; ▪ Failure of third parties upon which we rely, including our suppliers, contract manufacturers, distributors, contractors and commercial banks, to meet their obligations to us in a timely manner; and ▪ Significant changes in the political and regulatory landscape in the markets in which we manufacture, sell or distribute our products, which may include, but are not limited to, restrictions on international trade, governmental or regulatory actions, closures or other restrictions that limit or suspend our or our third-party partners' or customers' operating and/or manufacturing capabilities, including operations necessary for the production, distribution, sale, and support of our products, which could adversely impact our results.
These competitors may be able to spend more aggressively on advertising and promotional activities, introduce competing products more quickly and respond more effectively to changing business and economic conditions than we can. • Our competitors may have lower production, sales and distribution costs, and higher profit margins. • Our competitors have obtained, and may in the future be able to obtain, exclusivity or sole source at particular retailers or favorable in-store placement. 10 • We may lose market share to certain retailers, including club stores, grocery, dollar stores, mass merchandisers and internet-based retailers, which may offer private label brands that are typically sold at lower prices and compete with our products in certain categories.
These competitors may be able to spend more aggressively on advertising and promotional activities, introduce competing products more quickly, adopt new technology, such as artificial intelligence and machine learning, more quickly and successfully and respond more effectively to changing business and economic conditions than we can. • Our competitors may have lower production, sales and distribution costs, and higher profit margins. • Our competitors have obtained, and may in the future be able to obtain, exclusivity or sole source at particular retailers or favorable in-store placement. • We may lose market share to certain retailers, including club stores, grocery, dollar stores, mass merchandisers and internet-based retailers, which may offer private label brands that are typically sold at lower prices and compete with our products in certain categories.
Any such impairment charges could have a material adverse effect on our results of operations. See Note 11, Goodwill and intangible assets for further information related to goodwill and intangible assets, and the impairment charges recorded in the fiscal years ended September 30, 2024 and 2022.
Any such impairment charges could have a material adverse effect on our results of operations. See Note 11, Goodwill and intangible assets for further information related to goodwill and the indefinite-lived intangible assets, and the indefinite-lived impairment charges recorded in the fiscal year ended September 30, 2024.
We are committed to our sustainability journey and have taken meaningful steps including conducting an extensive materiality assessment and publishing ESG goals.
We are committed to our sustainability journey and have taken meaningful steps including conducting an extensive materiality assessment and publishing goals within our Sustainability Report.
While we have taken steps to maintain and enhance cybersecurity and address these risks and uncertainties by implementing security technologies, internal controls, network and data center resiliency, redundancy and recovery processes, upgrading our remote work environment and by obtaining insurance coverage, these measures may be inadequate.
While we have taken steps to maintain and enhance cybersecurity and address these risks and uncertainties by implementing security technologies, internal controls, network and data center resiliency, redundancy and recovery processes, upgrading our remote work environment and obtaining insurance coverage, these measures may be inadequate due to the continuously evolving nature of cyber threats.
Alternative retail channels, including hard discounters, e-commerce retailers and subscription services, have become more prevalent, and retailers are increasingly selling consumer products through such channels. In addition, alternative sales channels and business models, such as private label and store brands, direct-to-consumer brands and channels and discounter channels continue to evolve.
Alternative retail channels, including hard discounters and the online channel, have become more prevalent, and retailers are increasingly selling consumer products through such channels. In addition, alternative sales channels and business models, such as private label and store brands, direct-to-consumer brands and channels and discounter channels continue to evolve.
As climate change, land use, water use, deforestation, plastic waste, recyclability or recoverability of packaging, including single-use and other plastic packaging, responsible sourcing, and other sustainability concerns become more prevalent, governmental and non-governmental organizations, customers, consumers and investors are increasingly focusing on these issues.
As climate change, land use, water use, deforestation, biodiversity, product recycling, plastic waste, recyclability or recoverability of packaging, including single-use and other plastic packaging, waste to landfill, responsible sourcing, labor, employment practices, human rights and other sustainability concerns become more prevalent, governmental and non-governmental organizations, customers, consumers and investors are increasingly focusing on these issues.
Our international operations are also subject to regulation in each of the foreign jurisdictions in which it manufactures, markets or distributes its products. There is also an increased risk of fraud or corruption in certain foreign jurisdictions and related difficulties in maintaining effective internal controls.
Our international operations are also subject to regulation in each of the foreign jurisdictions in which we manufacture, market or distribute our products. There is also an increased risk of fraud or corruption in certain foreign jurisdictions and related difficulties in maintaining effective internal controls.
We assumed pension plan liabilities related to our current and former employees in connection with the separation. Effective January 1, 2014, the pension benefit earned to date by active participants under the legacy U.S. pension plan was frozen and future retirement service benefits are no longer accrued under this retirement program; however, our pension plan obligations remain significant.
Effective January 1, 2014, the pension benefit earned to date by active participants under the legacy U.S. pension plan was frozen and future retirement service benefits are no longer accrued under this retirement program; however, our pension plan obligations remain significant.
We cannot be certain that we will be able to effectively utilize these intellectual property rights or that we can successfully assert or defend these rights. There is a risk that we will not be able to obtain, perfect, enforce or maintain our own intellectual property rights or, where appropriate, license intellectual property rights necessary to support new product introductions.
There is a risk that we will not be able to obtain, perfect, enforce or maintain our own intellectual property rights or, where appropriate, license intellectual property rights necessary to support new product introductions.
Our financial results depend on the successful execution of our business operating plans. To operate more efficiently and control costs, we have entered into, and may in the future enter into, restructuring and cost reduction plans (including Project Momentum, our previously announced profit recovery program).
To operate more efficiently and control costs, we have entered into, and may in the future enter into, restructuring and cost reduction plans (including Project Momentum, our previously announced profit recovery program).
FCPA; and • risks related to natural disasters, terrorism, social unrest and other events beyond our control. We are also exposed to foreign currency exchange rate risks with respect to our net sales, net earnings and cash flow driven by movements of the U.S. dollar relative to other currencies.
We are also exposed to foreign currency exchange rate risks with respect to our net sales, net earnings and cash flow driven by movements of the U.S. dollar relative to other currencies.
There can be no assurance that any credit ratings we receive will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn entirely by the applicable rating agencies if, in such rating agency’s judgments, circumstances so warrant. 18 We may experience losses or be subject to increased funding and expenses related to our pension plans.
There can be no assurance that any credit ratings we receive will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn entirely by the applicable rating agencies if, in such rating agency’s judgments, circumstances so warrant.
If we are found to be noncompliant with applicable laws and regulations in these or other areas, we could be subject to governmental or regulatory actions, including fines, import detentions, injunctions, product withdrawals or recalls or asset seizures, as well as potential criminal sanctions and damage to our reputation and brand image, or require the payment of monetary penalties, any of which could have a material adverse effect on our business.
Our efforts to comply with privacy, data protection and cybersecurity laws and regulations may result in additional costs and challenges that are likely to increase over time, which could have a material adverse effect on our financial condition and results of operations. 21 If we are found to be noncompliant with applicable laws and regulations in these or other areas, we could be subject to governmental or regulatory actions, including fines, import detentions, injunctions, product withdrawals or recalls or asset seizures, as well as potential criminal sanctions and damage to our reputation and brand image, or require the payment of monetary penalties, any of which could have a material adverse effect on our business.
Additionally, loss of or failure to obtain necessary permits and registrations, particularly with respect to our global auto care business, could delay or prevent us from meeting current product demand, introducing new products, building new facilities or acquiring new businesses and could adversely affect our financial condition and results of operations. 21 In addition, the legal, regulatory and ethical landscape around the use of artificial intelligence and machine learning is rapidly evolving.
Additionally, loss of or failure to obtain necessary permits and registrations, particularly with respect to our global auto care business, could delay or prevent us from meeting current product demand, introducing new products, building new facilities or acquiring new businesses and could adversely affect our financial condition and results of operations.
Historically, sales for certain auto care products typically have peaked during the first six months of the calendar year due to customer seasonal purchasing patterns and the timing of promotional activities.
Historically, consumer sales for certain auto care products typically have peaked during our third and fourth fiscal quarters due to customer seasonal purchasing patterns and the timing of promotional activities, with our sales historically peaking during the first six months of the calendar year in advance of this selling season.
These provisions include, among others: • limitations on the ability of our shareholders to call a special meeting; • rules regarding how we may present proposals or nominate directors for election at shareholder meetings; • the right of our Board of Directors to issue preferred stock without shareholder approval; • a provision that our shareholders may only remove directors “for cause” and with the approval of the holders of two-thirds of our outstanding voting stock at a special meeting of shareholders called expressly for that purpose; and • the ability of our directors, and not shareholders, to fill vacancies on our Board of Directors.
These provisions include, among others: • limitations on the ability of our shareholders to call a special meeting; • rules regarding how we may present proposals or nominate directors for election at shareholder meetings; • the right of our Board of Directors to issue preferred stock without shareholder approval; • a provision that our shareholders may only remove directors “for cause” and with the approval of the holders of two-thirds of our outstanding voting stock at a special meeting of shareholders called expressly for that purpose; and • the ability of our directors, and not shareholders, to fill vacancies on our Board of Directors. 23 In addition, because we have not chosen to opt out of coverage of Section 351.459 of Missouri law, which we refer to as the “business combination statute,” these provisions could also deter or delay a change of control.
If any of these vendors are unable to fulfill its obligations, and we are unable to find replacement suppliers during the supply disruption, we could encounter supply shortages and/or increased costs to secure adequate supplies, either of which could materially harm our business.
If any of these vendors are unable to fulfill their obligations, and we are unable to find replacement suppliers during the supply disruption, we could encounter supply shortages and/or increased costs to secure adequate supplies, either of which could materially harm our business. 14 Our business is vulnerable to the availability of raw materials, as well as our ability to forecast customer demand and manage production capacity.
Our ability to adopt this emerging technology in an effective and ethical manner may impact our reputation and ability to compete, and this technology could be, among other things, false, biased, or inconsistent with our values and strategies.
In addition, the legal, regulatory and ethical landscape around the use of artificial intelligence and machine learning is rapidly evolving. Our ability to adopt this emerging technology in an effective and ethical manner may impact our reputation and ability to compete, and this technology could be, among other things, false, biased, or inconsistent with our values and strategies.
Because of the highly competitive environment in which we operate, our customers, including online retailers, frequently seek to obtain pricing concessions or better trade terms, resulting in either a reduction of our margins or the loss of distribution to lower-cost competitors. Competition in our product categories is based upon brand perceptions, innovation, product performance, customer service and price.
Because of the highly competitive environment in which we operate, our customers, including online retailers, frequently seek to obtain pricing concessions or better trade terms and are increasingly offering private label brands, resulting in either a reduction of our margins or the loss of distribution to lower-cost competitors.
If we are unable to respond or perceived to be inadequately responding to sustainability concerns, customers and consumers may choose to purchase products from another company or a competitor, and certain investors may divert from, or avoid investing in, our securities, which may hinder our access to capital.
If we are unable to respond or perceived to be inadequately responding to sustainability concerns, customers and consumers may choose to purchase products from another company or a competitor, and certain investors may divert from, or avoid investing in, our securities, which may hinder our access to capital. 22 We are subject to environmental laws and regulations that may expose us to significant liabilities and have a material adverse effect on our results of operations and financial condition.
If we are unable to obtain materials from a qualified supplier, it can take up to a year to qualify a new supplier, assuming an alternative source of supply is available.
Many of our suppliers must undertake a time-consuming qualification process before we can incorporate their raw materials into our production process. If we are unable to obtain materials from a qualified supplier, it can take up to a year to qualify a new supplier, assuming an alternative source of supply is available.
If adverse weather conditions persist during the first six months of the calendar year (our second and third fiscal quarters) when demand for auto care products typically peaks, our business, financial condition and results of operations could be materially and adversely affected. 16 A failure of a key information technology system could adversely impact our ability to conduct business.
If adverse weather conditions persist during our third and fourth fiscal quarters when demand for auto care products typically peaks, our business, financial condition and results of operations could be materially and adversely affected.
In addition, some of our raw materials are obtained from a single supplier and we may experience supply shortages if the single-source supplier experiences quality issues, volume constraints, or shipping delays. Many of our suppliers must undertake a time-consuming qualification process before we can incorporate their raw materials into our production process.
Supply disruptions may also occur due to shortages of critical materials. In addition, some of our raw materials are obtained from a single supplier and we may experience supply shortages if the single-source supplier experiences quality issues, volume constraints, or shipping delays.
The vast majority of our total revenues are from products bearing proprietary trademarks. In addition, we own or license a number of patents, patent applications and other technology. We rely on trademark, trade secret, patent and copyright laws to protect our intellectual property rights and goodwill.
If we fail to protect our intellectual property rights, competitors may manufacture and market similar products, which could adversely affect our market share and results of operations. The vast majority of our total revenues are from products bearing proprietary trademarks. In addition, we own or license a number of patents, patent applications and other technology.
We maintain business interruption insurance to potentially mitigate the impact of business interruption, but such coverage may not be sufficient to offset the financial or reputational impact of an interruption. 15 Our future results may be affected by our operational execution, including our ability to achieve cost savings as a result of any current or future restructuring efforts.
Our future results may be affected by our operational execution, including our ability to achieve cost savings as a result of any current or future restructuring efforts. 15 Our financial results depend on the successful execution of our business operating plans.
From time to time, suppliers may extend lead times, limit the volumes supplied to us or increase prices due to capacity constraints or other factors. Supply disruptions may also occur due to shortages of critical materials.
Our ability to meet customer demand depends, in part, on our production capacity and on obtaining timely and adequate delivery of materials, parts and components from our suppliers. From time to time, suppliers may extend lead times, limit the volumes supplied to us or increase prices due to capacity constraints or other factors.
If a major disruption were to occur, it could result in delays in shipments of products to customers or suspension of operations.
If a major disruption were to occur, it could result in delays in shipments of products to customers or suspension of operations. We maintain business interruption insurance to potentially mitigate the impact of business interruption, but such coverage may not be sufficient to offset the financial or reputational impact of an interruption.
Our operating results could be adversely affected if any of our brands suffers damage to its reputation due to real or perceived issues.
Increased consumer engagement and the widespread use of social media and networking sites by consumers has greatly increased the accessibility and speed of dissemination of information (whether accurate or inaccurate). Our operating results could be adversely affected if any of our brands suffers damage to their reputation due to real or perceived issues.
Removed
Our business is vulnerable to the availability of raw materials, as well as our ability to forecast customer demand and manage production capacity. Our ability to meet customer demand depends, in part, on our production capacity and on obtaining timely and adequate delivery of materials, parts and components from our suppliers.
Added
Competition in our product categories is based upon brand perceptions, innovation, product performance, customer service and price.
Removed
Our efforts to comply with privacy, data protection and cybersecurity laws and regulations may result in additional costs and challenges that are likely to increase over time, which could have a material adverse effect on our financial condition and results of operations.
Added
FCPA; and • risks related to natural disasters, terrorism, social unrest and other events beyond our control. There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies, treaties, and tariffs.
Removed
We are subject to environmental laws and regulations that may expose us to significant liabilities and have a material adverse effect on our results of operations and financial condition.
Added
Recently, the U.S. government imposed significant tariffs impacting a wide variety of goods across multiple countries and additional tariffs may be imposed in the future.
Removed
In addition, because we have not chosen to opt out of coverage of Section 351.459 of Missouri law, which we refer to as the “business combination statute,” these provisions could also deter or delay a change of control.
Added
The extent and duration of the tariffs, as well as any measures taken by other countries in response, and the resulting impact on general economic conditions on our business are uncertain and depend on various factors and could have a material adverse effect on our business, financial condition, results of operations and cash flow.
Added
We rely on trademark, trade secret, patent and copyright laws to protect our intellectual property rights and goodwill. We cannot be certain that we will be able to effectively utilize these intellectual property rights or that we can successfully assert or defend these rights.
Added
We may use artificial intelligence in our business, which could result in reputational harm, competitive harm, and legal liability, and adversely affect our operations. 16 We may leverage artificial intelligence, including generative artificial intelligence and machine learning, in our operations and software programming.
Added
Our competitors or other third parties may incorporate artificial intelligence into their operational processes more quickly or more successfully than us, which could have a material adverse effect on our competitive position, reputation and operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe full Board meets with the CIO at least annually to review the Company’s cybersecurity program. Our CIO is responsible for assessing and managing our material risks from cybersecurity threats. The IT security team is led by our CIO, who has significant experience across information security, infrastructure, operations and compliance. The team has 24 ENERGIZER HOLDINGS, INC.
Biggest changeThe full Board meets with the CIO at least annually to review the Company’s cybersecurity program. Our CIO is responsible for assessing and managing our material risks from cybersecurity threats. The IT security team is led by our CIO, who has significant experience across information security, infrastructure, operations and compliance.
We have not identified any risks from known cybersecurity threats, including any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
We have not identified any risks from known cybersecurity threats, including any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or 24 financial condition.
CONSOLIDATED STATEMENTS OF CASH FLOWS primary responsibility for our overall cybersecurity risk management program and oversees both our internal cybersecurity personnel and our retained external cybersecurity consultants.
The team has primary responsibility for our overall cybersecurity risk management program and oversees both our internal cybersecurity personnel and our retained external cybersecurity consultants.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeNorth America Asheboro, NC (an owned Battery & Lights manufacturing plant and packaging facility) Garrettsville, OH (an owned Battery & Lights manufacturing plant) Marietta, OH (an owned Battery & Lights manufacturing plant) Westlake, OH (an owned research facility for both Battery & Lights and Auto Care) Dayton, OH (a leased Auto Care manufacturing and distribution facility) Portage, WI (an owned Battery & Lights manufacturing facility) Franklin, IN (a leased Battery & Lights distribution facility) International Bekasi, Indonesia (an owned Battery & Lights manufacturing facility) Cimanggis, Indonesia (an owned Battery & Lights manufacturing facility on leased land) Jurong, Singapore (an owned Battery & Lights manufacturing facility on leased land) Alexandria, Egypt (an owned Battery & Lights manufacturing facility) Washington, UK (a leased Battery & Lights manufacturing facility) Rassau, UK (a leased Auto Care manufacturing facility) Jaboatao, Brazil (an owned Battery & Lights manufacturing facility) Arroio do Meio, Brazil (an owned Auto Care manufacturing facility) Tessenderlo, Belgium (a leased Battery & Lights manufacturing facility) In addition to the properties identified above, Energizer and its subsidiaries own or operate sales offices, regional offices, storage facilities, distribution centers and terminals and related properties.
Biggest changeNorth America Asheboro, NC (an owned Batteries & Lights manufacturing plant and packaging facility) Garrettsville, OH (an owned Batteries & Lights manufacturing plant) Marietta, OH (an owned Batteries & Lights manufacturing plant) Westlake, OH (an owned research facility for both Batteries & Lights and Auto Care) Dayton, OH (a leased Auto Care manufacturing and distribution facility) Portage, WI (an owned Batteries & Lights manufacturing facility) Franklin, IN (a leased Batteries & Lights distribution facility) International Bekasi, Indonesia (an owned Batteries & Lights manufacturing facility) Cimanggis, Indonesia (an owned Batteries & Lights manufacturing facility on leased land) Jurong, Singapore (an owned Batteries & Lights manufacturing facility on leased land) Alexandria, Egypt (an owned Batteries & Lights manufacturing facility) Washington, UK (a leased Batteries & Lights manufacturing facility) Rassau, UK (a leased Auto Care manufacturing facility) Jaboatao, Brazil (an owned Batteries & Lights manufacturing facility) Arroio do Meio, Brazil (an owned Auto Care manufacturing facility) Tessenderlo, Belgium (a leased Batteries & Lights manufacturing facility) Gniezno, Poland (a leased Batteries & Lights manufacturing facility) 25 In addition to the properties identified above, Energizer and its subsidiaries own or operate sales offices, regional offices, storage facilities, distribution centers and terminals and related properties.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeCONSOLIDATED STATEMENTS OF CASH FLOWS prices below Wal-Mart’s pricing, in violation of antitrust and consumer protection laws. The matters were filed on behalf of putative classes of entities that purchased the Products directly from Energizer, persons who purchased the Products directly from a Wal-Mart brick-and-mortar store, and persons who indirectly purchased the Products (other than for resale).
Biggest changeThe matters were filed on behalf of putative classes of entities that purchased the Products directly from Energizer, persons who purchased the Products directly from a Wal-Mart brick-and-mortar store, and persons who indirectly purchased the Products (other than for resale). All three lawsuits have been consolidated.
All three lawsuits have been consolidated. The plaintiffs seek, among other things, monetary damages, costs and disbursements, reasonable attorneys’ fees, as well as injunctive relief. The Company has not recorded any accruals in its consolidated financial statements as the likelihood of a loss from these cases is not probable nor estimable at this time.
The plaintiffs seek, among other things, monetary damages, costs and disbursements, reasonable attorneys’ fees, as well as injunctive relief. The Company has not recorded any accruals in its consolidated financial statements as the likelihood of a loss from these cases is not probable nor estimable at this time.
On September 3, 2024, the Commercial Court of the Canton of Zurich issued a $13.7 million judgment against the Company. On October 3, 2024, the Company appealed the judgment with the Federal Supreme Court of Switzerland. The appeal is pending. See also the discussion captioned “Governmental Regulations and Environmental Matters” under Item 1 above.
On September 3, 2024, the Commercial Court of the Canton of Zurich issued a $13.7 million judgment against the Company. On October 3, 2024, the Company appealed the judgment with the Federal Supreme Court of Switzerland. This matter concluded in July 2025. See also the discussion captioned “Governmental Regulations and Environmental Matters” under Item 1 above.
In 2023, three purported class action lawsuits were filed against the Company and Wal-Mart Inc. in the Northern District of California alleging that the defendants conspired to inflate the prices of certain Energizer battery and lighting products (the “Products”) charged by the Company to other retailers and to prevent other retailers from charging consumers 25 ENERGIZER HOLDINGS, INC.
In 2023, three purported class action lawsuits were filed against the Company and Wal-Mart Inc. in the Northern District of California alleging that the defendants conspired to inflate the prices of certain Energizer battery and lighting products (the “Products”) charged by the Company to other retailers and to prevent other retailers from charging consumers prices below Wal-Mart’s pricing, in violation of antitrust and consumer protection laws.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number That May Yet Be Purchased Under the Plans or Programs July 1, 2024 - July 31, 2024 — $ — — 5,041,940 August 1, 2024 - August 31, 2024 — $ — — 5,041,940 September 1, 2024 - September 30, 2024 — $ — — 5,041,940 Total — $ — — 5,041,940 (1) On November 12, 2020 the Board of Directors approved a share repurchase program for up to 7.5 million shares of common stock.
Biggest changeIssuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number That May Yet Be Purchased Under the Plans or Programs July 1, 2025 - July 31, 2025 1,206,817 $ 22.49 1,206,817 3,500,000 August 1, 2025 - August 31, 2025 — $ — — 3,500,000 September 1, 2025 - September 30, 2025 — $ — — 3,500,000 Total 1,206,817 $ 22.49 1,206,817 3,500,000 (1) On November 18, 2024 the Board of Directors approved a share repurchase program for up to 7.5 million shares of common stock. 28 The graph below matches Energizer Holdings, Inc.'s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the S&P SmallCap 600 index and the S&P 500 Household Products index.
See Item 1A - Risk Factors - Risks Related to Our Common Stock - We cannot guarantee the timing, amount or payment of dividends on our common stock. Issuer Purchases of Equity Securities. The following table reports purchases of equity securities during the fourth quarter of fiscal 2024 by Energizer and any affiliated purchasers pursuant to SEC rules.
See Item 1A - Risk Factors - Risks Related to Our Common Stock - We cannot guarantee the timing, amount or payment of dividends on our common stock. Issuer Purchases of Equity Securities. The following table reports purchases of equity securities during the fourth quarter of fiscal 2025 by Energizer and any affiliated purchasers pursuant to SEC rules.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities. The Company's Common Stock is listed on the New York Stock Exchange (NYSE). As of September 30, 2024, there were approxima tely 4,600 shareholders of record of the Company's Common Stock under the symbol "ENR".
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities. The Company's Common Stock is listed on the New York Stock Exchange (NYSE). As of September 30, 2025, there were approxima tely 4,400 shareholders of record of the Company's Common Stock under the symbol "ENR".
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 9/30/2019 to 9/30/2024.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 9/30/2020 to 9/30/2025.
They are not intended to forecast possible future performance of the Common Stock. 9/30/19 9/30/20 9/30/21 9/30/22 9/30/23 9/30/24 Energizer Holdings, Inc. 100.00 92.10 94.48 63.06 83.20 85.77 S&P SmallCap 600 100.00 91.71 144.58 117.35 129.18 162.58 S&P 500 Household Products 100.00 114.41 114.25 104.77 121.43 151.89 29
They are not intended to forecast possible future performance of the Common Stock. 9/30/20 9/30/21 9/30/22 9/30/23 9/30/24 9/30/25 Energizer Holdings, Inc. 100.00 102.59 68.47 90.34 93.13 76.05 S&P SmallCap 600 100.00 157.64 127.96 140.85 177.28 183.73 S&P 500 Household Products 100.00 99.86 91.57 106.13 132.76 117.42 29
Removed
Subsequent to year-end, on November 18, 2024, the Company's Board of Directors approved an authorization for the repurchase of up to 7.5 million shares, which replaced the November 2020 prior authorization. 28 The graph below matches Energizer Holdings, Inc.'s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the S&P SmallCap 600 index and the S&P 500 Household Products index.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

153 edited+49 added−67 removed104 unchanged
Biggest changeSee disclosure under Non-GAAP Financial Measures above. 36 For the Twelve Months Ended September 30, 2024 2023 2022 Net earning/(loss) attributable to common shareholders $ 38.1 $ 140.5 $ (235.5) Mandatory preferred stock dividends — — (4.0) Net earnings/(loss) 38.1 140.5 (231.5) Pre-tax adjustments Project Momentum Restructuring and related costs (1) 91.7 59.7 0.9 Network transition costs (2) 11.7 — — Acquisition and integration (3) 7.2 — 16.5 Acquisition earn out (4) — — 1.1 Impairment of goodwill & intangible assets 110.6 — 541.9 Litigation matter (5) 13.7 — — Loss/(gain) on extinguishment of debt 2.4 (1.5) — December 2023 Argentina Economic Reform (6) 22.0 — — Settlement loss on U.S. pension annuity buy out (7) — 50.2 — Exit of Russian market (8) — — 14.6 Gain on finance lease termination (9) — — (4.5) Brazil flood damage, net of insurance proceeds (10) — — 9.7 Total adjustments, pre-tax $ 259.3 $ 108.4 $ 580.2 Total adjustments, after tax (11) $ 203.2 $ 83.5 $ 452.6 Adjusted net earnings $ 241.3 $ 224.0 $ 221.1 For the Twelve Months Ended September 30, 2024 2023 2022 Diluted net earnings/(loss) per common share $ 0.52 $ 1.94 $ (3.37) Adjustments Project Momentum Restructuring and related costs 0.97 0.64 0.01 Network transition costs 0.12 — — Acquisition and integration 0.08 — 0.17 Acquisition earn out — — 0.01 Impairment of goodwill & intangible assets 1.16 — 5.86 Litigation matter 0.14 — — Loss/(gain) on extinguishment of debt 0.03 (0.02) — December 2023 Argentina Economic Reform 0.30 — — Settlement loss on U.S. pension annuity buy out — 0.53 — Exit of Russian market — — 0.17 Gain on finance lease termination — — (0.05) Brazil flood damage, net of insurance proceeds — — 0.14 Impact for diluted share calculation (12) — — 0.14 Adjusted diluted net earnings per diluted share $ 3.32 $ 3.09 $ 3.08 Weighted average shares of common stock - Diluted 72.7 72.4 69.9 Adjusted weighted average shares of common stock - Diluted (12) 72.7 72.4 71.7 Currency, excluding hyperinflationary markets, had an adverse impact to fiscal 2024 compared to fiscal 2023.
Biggest changeSee disclosure under Non-GAAP Financial Measures above. 35 For the Twelve Months Ended September 30, 2025 2024 2023 Net earnings 239.0 38.1 140.5 Pre-tax adjustments Restructuring and related costs (1) 68.7 91.7 59.7 Network transition costs (2) 19.7 11.7 — Acquisition and integration (3) 6.2 7.2 — FY23 & FY24 production credits (4) (78.0) — — Impairment of intangible assets 5.9 110.6 — Litigation matter (5) (1.7) 13.7 — Loss/(gain) on extinguishment/modification of debt 12.1 2.4 (1.5) December 2023 Argentina Economic Reform (6) — 22.0 — Settlement loss on U.S. pension annuity buy out (7) — — 50.2 Total adjustments, pre-tax $ 32.9 $ 259.3 $ 108.4 Total adjustments, after tax (8) $ 14.1 $ 203.2 $ 83.5 Adjusted net earnings $ 253.1 $ 241.3 $ 224.0 For the Twelve Months Ended September 30, 2025 2024 2023 Diluted net earnings per common share $ 3.32 $ 0.52 $ 1.94 Adjustments Restructuring and related costs 0.80 0.97 0.64 Network transition costs 0.22 0.12 — Acquisition and integration 0.08 0.08 — FY23 & FY24 production credits (1.08) — — Impairment of intangible assets 0.07 1.16 — Litigation matter (0.02) 0.14 — Loss/(gain) on extinguishment/modification of debt 0.13 0.03 (0.02) December 2023 Argentina Economic Reform — 0.30 — Settlement loss on U.S. pension annuity buy out — — 0.53 Adjusted diluted net earnings per diluted share $ 3.52 $ 3.32 $ 3.09 Weighted average shares of common stock - Diluted 72.0 72.7 72.4 Currency, excluding highly inflationary markets, had an adverse impact to fiscal 2025 compared to fiscal 2024.
Additionally, certain factors have the potential to create variances in the estimated fair values of our indefinite-lived intangible assets, which could also result in material impairment charges.
Additionally, certain factors have the potential to create variances in the estimated fair values of our indefinite-lived intangible assets, which also could result in material impairment charges.
We sell our products in multiple retail and business-to-business channels, including: mass merchandisers, club, electronics, food, home improvement, dollar store, auto, drug, hardware, e-commerce, convenience, sporting goods, hobby/craft, office, industrial, medical and catalog. We use the Energizer name and logo as our trademark as well as those of our subsidiaries. Product names appearing throughout are trademarks of Energizer.
We sell our products in multiple retail and business-to-business channels, including: mass merchandisers, club, electronics, food, home improvement, dollar store, auto, drug, hardware, e-commerce, convenience, sporting goods, hobby/craft, office, industrial, medical and catalog. 34 We use the Energizer name and logo as our trademark as well as those of our subsidiaries. Product names appearing throughout are trademarks of Energizer.
It is difficult to quantify with certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Current environmental spending estimates could be modified as a 49 result of changes in our plans or our understanding of underlying facts, changes in legal requirements or the enforcement or interpretation of existing requirements.
It is difficult to quantify with certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Current environmental spending estimates could be modified as a result of changes in our plans or our understanding of underlying facts, changes in legal requirements or the enforcement or interpretation of existing requirements.
In addition, the enactment of legislation implementing changes in the U.S. on the taxation of international business activities or the adoption of other U.S. tax reform could impact our effective tax rate in the future. 42 Segment Results Operations for Energizer are managed via two product segments: Batteries & Lights and Auto Care.
In addition, the enactment of legislation implementing changes in the U.S. on the taxation of international business activities or the adoption of other U.S. tax reform could impact our effective tax rate in the future. Segment Results Operations for Energizer are managed via two product segments: Batteries & Lights and Auto Care.
The Company’s agreements with customers do not have significant financing components or non-cash consideration and the Company does not have unbilled revenue or significant amounts of prepayments from customers. Revenue is recorded net of the taxes we collect on behalf of governmental authorities which are generally included in the price to the customer.
The Company’s agreements with customers do not have significant financing components or non-cash consideration and the Company does not have unbilled revenue or significant amounts of prepayments from customers. Revenue is 49 recorded net of the taxes we collect on behalf of governmental authorities which are generally included in the price to the customer.
Our assessment of intangible assets that have an indefinite life and those that have a determinable life is based on a number of factors including the competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment. Our estimates of the useful lives of determinable-lived 51 intangible assets are primarily based on the same factors.
Our assessment of intangible assets that have an indefinite life and those that have a determinable life is based on a number of factors including the competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment. Our estimates of the useful lives of determinable-lived intangible assets are primarily based on the same factors.
Reserves are established based on historical data and recorded in cases where the right of return does exist for a particular sale. The Company does not offer warranties on products. 50 Energizer offers a variety of programs, primarily to its retail customers, designed to promote sales of its products.
Reserves are established based on historical data and recorded in cases where the right of return does exist for a particular sale. The Company does not offer warranties on products. Energizer offers a variety of programs, primarily to its retail customers, designed to promote sales of its products.
Excluding the current and prior year Project Momentum restructuring costs of $62.9 and $29.9, respectively, and the current year Network transition costs of $11.7, Acquisition and integration costs of $3.1, adjusted gross profit dollars were $1,182.0 in fiscal 2024 versus $1,153.9 in fiscal 39 2023.
Excluding the current and prior year Project Momentum restructuring costs of $62.9 and $29.9, respectively, and the current year Network transition costs of $11.7, Acquisition and integration costs of $3.1, adjusted gross profit dollars were $1,182.0 in fiscal 2024 versus $1,153.9 in fiscal 2023.
The Company believes that it has substantial defenses against the claims and intends to vigorously defend against them. In November 2021, Varta Microbattery GmbH filed a lawsuit against the Company alleging breach of a supply agreement related to zinc-air hearing aid batteries.
The Company believes that it has substantial defenses against the claims and intends to vigorously defend against them. 48 In November 2021, Varta Microbattery GmbH filed a lawsuit against the Company alleging breach of a supply agreement related to zinc-air hearing aid batteries.
The Company has the option to perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of such an intangible asset is less than its carrying amount.
The Company has the option to perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of 50 such an intangible asset is less than its carrying amount.
The discount rate used in the trade name fair value estimate was 11.0% and was based on a weighted-average cost of capital utilizing industry market data of similar companies. The new carrying value for the Varta trade name is $11.6.
The discount rate used in the trade name fair value estimate was 11.0% and was based on a weighted-average cost of capital utilizing industry market data of similar companies. The new carrying value for the Varta trade name was $11.6.
Borrowings under the 2020 Revolving Facility bear interest at a rate per annum equal to, at the option of the Company, SOFR or the Base Rate (as defined) plus the applicable margin. The Term Loan bears interest at a rate per annum equal to SOFR plus the applicable margin.
Borrowings under the Revolving Facility bear interest at a rate per annum equal to, at the option of the Company, SOFR or the Base Rate (as defined) plus the applicable margin. The Term Loan bears interest at a rate per annum equal to SOFR plus the applicable margin.
Organic net sales decreased 2.2% primarily due to: • The Battery & Lights segment experienced volume declines of approximately 0.7% primarily due to the timing of holiday orders compared to the prior year, which benefited the fourth quarter of 2023, partially offset by distribution gains and improved category trends; and • Pricing declines of 2.2%, primarily within the Battery & Lights segment, driven by planned strategic pricing and promotional investments in the period. • Offsetting these declines was increased Auto Care segment volumes of 0.7% largely driven by distribution gains in the period.
Organic net sales decreased 2.2% primarily due to: • The Batteries & Lights segment experienced volume declines of approximately 0.7% primarily due to the timing of holiday orders compared to the prior year, which benefited the fourth quarter of 2023, partially offset by distribution gains and improved category trends; and • Pricing declines of 2.2%, primarily within the Batteries & Lights segment, driven by planned strategic pricing and promotional investments in the period. • Offsetting these declines was increased Auto Care segment volumes of 0.7% largely driven by distribution gains in the period.
The organic decrease was driven by volume declines due to earlier holiday orders compared to the prior year, which benefited the fourth quarter of fiscal 2023, partially offset by distribution gains and improved category trends (approximately 0.9%) and pricing declines driven by planned strategic pricing and promotional 43 investments in the period (approximately 2.5%). • Auto Care net sales increased 2.1% versus the prior fiscal year, which was driven by organic net sales improvement of 2.3%.
The organic decrease was driven by volume declines due to earlier holiday orders compared to the prior year, which benefited the fourth quarter of fiscal 2023, partially offset by distribution gains and improved category trends (approximately 0.9%) and pricing declines driven by planned strategic pricing and promotional investments in the period (approximately 2.5%). 42 • Auto Care Net sales increased 2.1% versus the prior fiscal year, which was driven by organic net sales improvement of 2.3%.
While we did not experience significant disruptions in our operations in fiscal 2024, the risks of future negative impacts due to transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present, and the Company could continue to experience corresponding incremental costs and gross margin pressures, as well as currency headwinds throughout the year.
While we did not experience significant disruptions in our operations in fiscal 2025, the risks of future negative impacts due to transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present, and the Company could continue to experience corresponding incremental costs and gross margin pressures, as well as currency headwinds throughout the year.
Segment operating profit results for the twelve months ended September 30, 2024 are as follows: • Battery & Lights segment profit was $554.8, an increase of 0.6% versus the prior fiscal year driven by organic profit increase of $14.0, or 2.5%, which was partially offset by unfavorable currencies of $5.5, or 1.0%, and a decline of $5.2, or 0.9%, in Argentina operations.
Segment operating profit results for the twelve months ended September 30, 2024 are as follows: • Batteries & Lights segment profit was $554.8, an increase of 0.6% versus the prior fiscal year driven by organic profit increase of $14.0, or 2.5%, which was partially offset by unfavorable currencies of $5.5, or 1.0%, and a decline of $5.2, or 0.9%, in Argentina operations.
In addition, these measures help investors to analyze year over year comparability when excluding currency fluctuations, acquisition activity as well as other company initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts.
In addition, these measures help investors to analyze year-over-year comparability when excluding currency fluctuations as well as other Company initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts.
Following the impairment, the Varta trade name was converted to a definite lived intangible asset with a 15 year useful life. The conversion increased annual amortization by approximately $0.8. These fair value measurements fell within Level 3 of the fair value hierarchy, see Note 16, Financial Instruments and Risk Management.
Following the impairment, the Varta trade name was converted to a definite lived intangible asset with a 15 year useful life. The conversion increased annual amortization by approximately $0.8. These fair value measurements fell within Level 3 of the fair value hierarchy, see Note 17, Financial Instruments and Risk Management.
Gross margin rate assumptions are based on historical trends and management's cost cutting strategies. The discount rates are based on a weighted-average cost of capital utilizing industry market data of similar companies. In fiscal 2024, the Company completed a qualitative analysis on all four reporting units and no impairments were identified.
Gross margin rate assumptions are based on historical trends and management's cost cutting strategies. The discount rates are based on a weighted-average cost of capital utilizing industry market data of similar companies. In fiscal 2025, the Company completed a qualitative analysis on all four reporting units and no impairments were identified.
There can be no assurances that we will continue to have access to capital markets on terms acceptable to us. See “Risk Factors” for a further discussion. Cash is managed centrally with net earnings reinvested locally and working capital requirements met from existing 45 liquid funds.
There can be no assurances that we will continue to have access to capital markets on terms acceptable to us. See “Risk Factors” for further discussion. Cash is managed centrally with net earnings reinvested locally and working capital requirements met from existing liquid funds.
After the evaluation of all available positive and negative evidence, the conclusion was that it is more likely than not that the Company will generate enough future taxable income to realize the U.S. net deferred tax asset on its balance sheet as of September 30, 2024.
After the evaluation of all available positive and negative evidence, the conclusion was that it is more likely than not that the Company will generate enough future taxable income to realize the U.S. net deferred tax asset on its balance sheet as of September 30, 2025.
As of September 30, 2024, the Company was in compliance with the provisions and covenants associated with its debt agreements, and expects to remain in compliance for at least the next 12 months. Operating Activities Cash flow from operating activities is the primary funding source for operating needs and capital investments.
As of September 30, 2025, the Company was in compliance with the provisions and covenants associated with its debt agreements, and expects to remain in compliance for at least the next 12 months. Operating Activities Cash flow from operating activities is the primary funding source for operating needs and capital investments.
For fiscal 2024, cash flow used by financing activities consists of the following: • Payments on debt with maturities greater than 90 days of $200.8, primarily related to the term loan principal payments of $200.0; • Net decrease in debt with original maturities of 90 days or less of $6.2, primarily related to repayment of international borrowings; • Debt issuance costs of $0.9 related to the Term Loan reprice; • Dividends paid on common stock of $87.4 during fiscal 2024 (see below); and 47 • Taxes paid for withheld share-based payments of $5.0.
For fiscal 2024, cash flow used by financing activities consists of the following: 46 • Payments on debt with maturities greater than 90 days of $200.8, primarily related to the term loan principal payments of $200.0; • Net decrease in debt with original maturities of 90 days or less of $6.2, primarily related to repayment of international borrowings; • Debt issuance costs of $0.9 related to the Term Loan reprice; • Dividends paid on common stock of $87.4 during fiscal 2024; and • Taxes paid for withheld share-based payments of $5.0.
In July 2023, the Company's Board of Directors approved an expansion of this program to include an additional year, which will allow for additional optimization of our battery manufacturing, distribution and global supply chain networks, further review of our global real estate footprint and the implementation of IT systems that will allow us to streamline our organization and fully execute the program.
In July 2023, the Company's Board of Directors approved an expansion of this program to include an additional year, which allowed for additional optimization of our battery manufacturing, distribution and global supply chain networks, further review of our global real estate footprint and the implementation of IT systems that allowed us to streamline our organization and fully execute the program.
Loss/(gain) on extinguishment of debt The Loss on the extinguishment of debt was $2.4 for fiscal year 2024 and relates to the Company's early repayment of $188.0 outstanding on the term loan as well as the term loan repricing during the fiscal year.
The Loss on the extinguishment/modification of debt was $2.4 for fiscal year 2024 and relates to the Company's early repayment of $188.0 outstanding on the term loan as well as the term loan repricing during the fiscal year.
The increase was primarily driven by increased factoring fees, higher mark to market expenses on our deferred compensation plans as well as increased stock compensation in fiscal 2023. Liquidity and Capital Resources Energizer’s primary future cash needs are centered on operating activities, working capital and strategic investments.
The increase was primarily driven by increased factoring and legal fees, higher mark to market expenses on our deferred compensation plans as well as increased stock compensation in fiscal 2024. Liquidity and Capital Resources Energizer’s primary future cash needs are centered on operating activities, working capital and strategic investments.
The Board’s decisions regarding the payment of dividends or repurchase of shares will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, covenants associated with certain of our debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that our Board of Directors deems relevant.
The Board’s decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, covenants associated with certain of our debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that our Board of Directors deems relevant.
The December 2023 currency devaluation and economic reform resulted in $22.0 of currency and related losses recognized in Other items, net during the twelve months ended September 30, 2024.
The December 2023 currency devaluation and economic reform resulted in $22.0 of currency and related losses recognized in Other items, net during the twelve months ended September 30, 2025.
Following the Belgium Acquisition in the first quarter of fiscal 2024, the Company expanded the Project Momentum program and increased the savings and cost expectations, partially due to the impact the expanded manufacturing capacity will have on the Company's battery network.
Following the Belgium Acquisition in the first quarter of fiscal 2024, the Company expanded the Project Momentum program and increased the savings and cost expectations, partially due to the impact the expanded manufacturing capacity had on the Company's battery network.
Based on plan assets at September 30, 2024, a 100 basis point decrease or increase in expected asset returns would increase or decrease the Company’s U.S. pre-tax pension expense by $2.6. In addition, poor asset performance may increase and accelerate the rate of required pension contributions in the future.
Based on plan assets at September 30, 2025, a 100 basis point decrease or increase in expected asset returns would increase or decrease the Company’s U.S. pre-tax pension expense by $2.3. In addition, poor asset performance may increase and accelerate the rate of required pension contributions in the future.
It may also be required to share in the cost of cleanup with respect to state-designated sites or other sites outside of the U.S. Accrued environmental costs at September 30, 2024 were $10.3, of which approximately $3.1 is expected to be spent during fiscal 2025.
It may also be required to share in the cost of cleanup with respect to state-designated sites or other sites outside of the U.S. Accrued environmental costs at September 30, 2025 were $10.1, of which approximately $1.4 is expected to be spent during fiscal 2026.
Financial items, such as interest income and expense, gain on finance lease termination and loss/(gain) on extinguishment of debt are managed on a global basis at the corporate level. The exclusion of these costs from segment results reflects management's view on how it evaluates segment performance.
Financial items, such as interest income and expense, and loss/(gain) on extinguishment/modification of debt are managed on a global basis at the corporate level. The exclusion of these costs from segment results reflects management's view on how it evaluates segment performance.
Shipping and handling activities are accounted for as contract fulfillment costs and recorded in Cost of products sold. • Pension Plans - The determination of the Company’s obligation and expense for pension benefits is dependent on certain assumptions developed by the Company and used by actuaries in calculating such amounts.
Shipping and handling activities are accounted for as contract fulfillment costs and recorded in COGS. • Pension Plans - The determination of the Company’s obligation and expense for pension benefits is dependent on certain assumptions developed by the Company and used by actuaries in calculating such amounts.
Impairment of goodwill and intangible assets Impairment of goodwill and intangible assets was $110.6 in fiscal 2024 . This included a non-cash impairment on the Rayovac trade name of $85.2 and on the Varta trade name of $25.4. The non-cash impairments were driven by missed branded sales forecasts. No impairment of goodwill and intangible assets was recorded in fiscal 2023.
This included a non-cash impairment on the Rayovac trade name of $85.2 and on the Varta trade name of $25.4. The non-cash impairments were driven by missed branded sales forecasts. No impairment of intangible assets was recorded in fiscal 2023.
Gross margin as a percent of Net sales for fiscal 2024 was 38.3% versus 38.0% in the prior year. Excluding the current and prior year Project Momentum restructuring costs and the current year network transition costs and integration costs, adjusted gross margin was 40.9% for the fiscal year, up 190 basis points from prior year.
Gross margin as a percent of Net sales for fiscal 2024 was 38.3% versus 38.0% in fiscal 2023. Excluding the Project Momentum restructuring costs from both fiscal years and the fiscal 2024 network transition costs and integration costs, adjusted gross margin was 40.9% for the fiscal year, up 190 basis points from fiscal 2023.
Within the next twelve months, operating and finance lease payments are expected to be $20.9 and $4.0, respectively. Refer to Note 10 Leases for further details. Other Matters Environmental Matters The operations of Energizer are subject to various federal, state, foreign and local laws and regulations intended to protect the public health and the environment.
Within the next twelve months, operating and finance lease payments are expected to be $19.7 and $4.6, respectively. Refer to Note 10 Leases for further details. Other Matters Environmental Matters The operations of Energizer are subject to various federal, state, foreign and local laws and regulations intended to protect the public health and the environment.
These factors include (i) failure to achieve forecasted revenue growth rates, (ii) failure to achieve cost cutting and margin improvement initiatives the Company is implementing, (iii) failure to meet forecasted operating expenses, or (iv) increases in the discount rate.
These factors include (i) failure to achieve forecasted revenue growth rates, (ii) failure to achieve cost cutting and margin improvement initiatives the Company is implementing, or (iii) increases in the discount rate.
Macroeconomic Environment We continue to operate in an inflationary environment where macro-economic pressures and geopolitical instability are expected to continue into fiscal year 2025.
Macroeconomic Environment We continue to operate in an inflationary environment where macro-economic pressures and geopolitical instability are expected to continue into fiscal 2026.
Segment sales results for the twelve months ended September 30, 2023 are as follows: • Batteries & Lights net sales declined 3.4% versus the prior fiscal year, which included organic net sales decline of 1.0%.
Segment sales results for the twelve months ended September 30, 2024 are as follows: • Batteries & Lights Net sales declined 3.6% versus the prior fiscal year, which included organic net sales decline of 3.4%.
The total pre-tax expense related to Project Momentum restructuring and other related costs for the twelve months ended September 30, 2024, 2023 and 2022 were $91.7, $59.7 and $0.9, respectively.
The total pre-tax expense related to Project Momentum restructuring and other related costs for the twelve months ended September 30, 2025, 2024 and 2023 were $68.7, $91.7, and $59.7 respectively.
For Rayovac, the fair value of the trade name exceeded its carrying value of $422.2 by approximately 5%. The quantitative estimate of fair value for the Rayovac trade name was determined using the multi-period excess earnings method, which requires significant assumptions, including estimates related to revenue growth rates, gross margin rates, operating expenses (SG&A, R&D, and A&P) and discount rate.
The quantitative estimate of fair value for the Rayovac trade name was determined using the multi-period excess earnings method, which requires significant assumptions, including estimates related to revenue growth rates, gross margin rates, operating expenses (SG&A, R&D, and A&P) and discount rate.
As a result of this reform and devaluation, the Company recorded $21.0 of exchange losses for the fiscal 2024 in Other items, net on the Consolidated (Condensed) Statement of Earnings Income Taxes For fiscal 2024, the effective tax rate was 29.2%.
As a result of this reform and devaluation, the Company recorded $21.0 of exchange losses for the fiscal 2024 in Other items, net on the Consolidated Statement of Earnings and Comprehensive Income. Income Taxes For fiscal 2025, the effective tax rate was 15.9%.
Subsequent to the fiscal year end, on November 4, 2024, the Board of Directors declared a dividend for the first quarter of fiscal 2025 of $0.30 per share of common stock, payable on December 12, 2024, to all shareholders of record as of the close of business on November 27, 2024.
Subsequent to the fiscal year end, on November 10, 2025, the Board of Directors declared a dividend for the first quarter of fiscal 2026 of $0.30 per share of common stock, payable on December 10, 2025, to all shareholders of record as of the close of business on November 25, 2025.
The increase in gross profit dollars was largely driven by Project Momentum, which delivered savings of approximately $59, as well as lower input costs, including improved commodities pricing and lower ocean freight. These benefits were partially offset by the planned strategic pricing and promotional investments noted above. Gross profit dollars were $1,124.0 in fiscal 2023 versus $1,119.5 in fiscal 2022.
The increase in gross profit dollars was largely driven by Project Momentum, which delivered savings of approximately $59, as well as lower input costs, including improved commodities pricing and lower ocean freight. These benefits were partially offset by the planned strategic pricing and promotional investments noted above.
Finally, Energizer has operating and financing leases for real estate, equipment, and other assets that include future minimum payments with initial terms of one year or more. Total future operating and finance lease payments at September 30, 2024 are $145.3 and $90.1, respectively.
Finally, Energizer has operating and financing leases for real estate, equipment, and other assets that include future minimum payments with initial terms of one year or more. Total future operating and finance lease payments at September 30, 2025 are $145.6 and $89.0, respectively.
GENERAL CORPORATE For the Years Ended September 30, 2024 2023 2022 General corporate and other expenses $ 115.3 $ 107.2 $ 101.6 % of net sales 4.0 % 3.6 % 3.3 % For fiscal 2024, general corporate expenses were $115.3, an increase of $8.1 compared to fiscal 2023 expense of $107.2.
GENERAL CORPORATE For the Years Ended September 30, 2025 2024 2023 General corporate and other expenses $ 118.9 $ 115.3 $ 107.2 % of net sales 4.0 % 4.0 % 3.6 % For fiscal 2025, general corporate expenses were $118.9, an increase of $3.6 compared to fiscal 2024 expense of $115.3.
Included in SG&A were Project Momentum restructuring and related costs of $34.4, $30.0 and $0.9 in fiscal 2024, 2023 and 2022, respectively. Fiscal 2024 also included $13.7 related to a litigation matter. Included in 2024 and 2022 were acquisition and integration costs of $5.1 and $9.4, respectively.
Included in SG&A were Project Momentum restructuring and related costs of $32.9, $34.4 and $30.0 in fiscal 2025, 2024 and 2023, respectively, acquisition and integration costs of $5.7 and $5.1 in fiscal 2025 and 2024, respectively, and a litigation matter credit of $1.7 and charge of $13.7 in fiscal 2025 and 2024, respectively.
The Momentum restructuring costs for fiscal year 2023 would have been included in our Batteries & Lights and Auto Care segments in the amount of $52.7 and $7.0, respectively. The Momentum restructuring costs for fiscal year 2022 would have been incurred within our Batteries & Lights and Auto Care segments in the amount of $0.7 and $0.2, respectively.
The Company's Project Momentum restructuring costs for fiscal year 2024 would have been included in our Batteries & Lights and Auto Care segments in the amount of $87.0 and $4.7, respectively. The Momentum restructuring costs for fiscal year 2023 would have been incurred within our Batteries & Lights and Auto Care segments in the amount of $52.7 and $7.0, respectively.
For further discussion regarding net sales in each of our reportable product segments, including a summary of reported versus organic changes, please see the section titled “Segment Results” provided below. Gross Profit Gross profit dollars were $1,104.3 in fiscal 2024 versus $1,124.0 in fiscal 2023.
For further discussion regarding net sales in each of our reportable product segments, including a summary of reported versus organic changes, please see the section titled “Segment Results” provided below. Gross Profit Gross profit was $1,232.7 in fiscal 2025 versus $1,104.3 in fiscal 2024.
The new carrying value for the Rayovac trade name is $337.0 as of the date of the impairment and remained there at September 30, 2024. The quantitative estimated fair value of the Varta trade name was determined using the relief from royalty model, which requires significant assumptions, including estimated related revenue growth rates, royalty rates, and discount rate.
The new carrying value for the Rayovac trade name is $337.0. The quantitative estimated fair value of the Varta trade name was determined using the relief from royalty model, which requires significant assumptions, including estimated related revenue growth rates, royalty rates, and discount rate.
Higher capital spending in fiscal 2024 was primarily related to the Company's digital transformation IT projects and Project Momentum restructuring spend. • Proceeds from asset sales were $7.3, $0.7, and $0.6 in fiscal 2024, 2023, and 2022, respectively.
Higher capital spending during fiscal 2025 and 2024 was primarily related to the Company's transition to plastic free packaging, digital transformation IT projects and Project Momentum restructuring spend. • Proceeds from asset sales were $7.3, and $0.7 in fiscal 2024, and 2023, respectively.
Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses (including share-based compensation costs), amortization of intangibles, impairment of goodwill and intangible assets, acquisition and integration activities, Project Momentum restructuring and related costs, network transition costs, acquisition earn out, a litigation matter, the costs of the flooding of our manufacturing facility in Brazil, the costs of exiting the Russian market, the December 2023 Argentina Economic Reform, the settlement loss on U.S. pension annuity buy out and other items determined to be corporate in nature.
Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses (including share-based compensation costs), amortization of intangibles, impairment of intangible assets, acquisition and integration activities, restructuring and related costs, network transition costs, FY23 & FY24 production credits, acquisition earn out, a litigation matter, the December 2023 Argentina Economic Reform, the settlement loss on U.S. pension annuity buy out and other items determined to be corporate in nature.
At September 30, 2024, Energizer had $216.9 of cash and cash equivalents, approximately 77% of which was outside of the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies.
At September 30, 2025, Energizer had $236.2 of cash and cash equivalents, approximately 82% of which was outside of the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies.
A lthough the Company's Project Momentum restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the restructuring costs noted above for fiscal 2024 would have been included in our Batteries & Lights and Auto Care segments in the amount of $87.0 and $4.7, respectively.
A lthough the Company's Project Momentum restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the restructuring costs noted above for fiscal 2025 would have been included in our Batteries & Lights and Auto Care segments in the amount of $60.2 and $8.5, respectively.
The timing, declaration, amount and payment of future dividends to shareholders or repurchases of the Company’s Common stock will fall within the discretion of our Board of Directors.
The timing, declaration, amount and payment of future dividends to shareholders will fall within the discretion of our Board of Directors.
The impact of currency also includes gains/(losses) of currency hedging programs, and it excludes hyper-inflationary markets. Adjusted Gross Profit, Adjusted Gross Margin, adjusted Selling, General & Administrative (SG&A) as a percent of sales and adjusted Other items, net.
The impact of currency also includes gains/(losses) of currency hedging programs, and it excludes highly-inflationary markets. Adjusted Gross Profit, Adjusted Gross Margin, adjusted Selling, General & Administrative ("SG&A") as a percent of sales and adjusted Other items, net. Detail for Adjusted Gross margin, Adjusted SG&A as a percent of sales, and Adjusted Other items, net are also supplemental non-GAAP measures.
The Company also recorded $1.1 in R&D related to the integration of these acquisitions. 32 Project Momentum Costs In November 2022, the Board of Directors approved a profit recovery program, Project Momentum, which includes an enterprise-wide restructuring focused on recovering operating margins, optimizing our manufacturing, distribution and global supply chain networks, and enhancing our organizational efficiency across the Company.
Project Momentum Restructuring and Related Costs In November 2022, the Board of Directors approved a profit recovery program, Project Momentum, which included an enterprise-wide restructuring focused on recovering operating margins, optimizing our manufacturing, distribution and global supply chain networks, and enhancing our organizational efficiency across the Company.
The increase was driven by organic segment profit increase of 5.3%. This was partially offset by unfavorable movement in foreign currency of $5.6, or 0.8% and a decline of $5.4, or 0.9%, in Argentina operations.
This was partially offset by unfavorable movement in foreign currency of $5.6, or 0.8% and a decline of $5.4, or 0.9%, in Argentina operations.
A 100 basis point decrease in the discount rate would increase U.S. pension obligations by $20.2 at September 30, 2024.
A 100 basis point decrease in the discount rate would increase U.S. pension obligations by $18.4 at September 30, 2025.
Interest expense Interest expense for fiscal 2024 was $155.7, as compared to fiscal 2023 expense of $168.7 and $158.4 in fiscal 2022. The lower interest expense in fiscal 2024 was due to a lower average outstanding debt balance in the current year due to the Company's initiatives to pay down debt, partially offset by higher interest rates.
Interest expense Interest expense for fiscal 2025 was $154.3, as compared to fiscal 2024 expense of $155.7 and $168.7 in fiscal 2023. The lower interest expense in fiscal 2025 was due to a lower average outstanding debt balance in the current year due to the Company's initiatives to pay down debt and lower interest rates.
Organic. This is the non-GAAP financial measurement of the change in revenue or segment profit that excludes or otherwise adjusts for the change in Russia and Argentina operations and the impact of currency from the changes in foreign currency exchange rates as defined below: Change in Russia Operations.
Organic. This is the non-GAAP financial measurement of the change in Net sales or segment profit that excludes or otherwise adjusts for the Acquisition impact, Change in highly inflationary markets and Impact of currency from the changes in foreign currency exchange rates as defined below: Acquisition Impact.
Gross margin as a percent of Net sales for fiscal 2023 was 38.0% versus 36.7% in the prior year.
Gross margin as a percent of Net sales for fiscal 2025 was 41.7% versus 38.3% in the prior year.
In fiscal 2024, SG&A, excluding Project Momentum restructuring and related costs, the litigation matter and acquisition and integration costs, was $473.1 or 16.4%, compared to fiscal 2023 of $459.4 or 15.5%, when excluding Project Momentum restructuring and related costs.
This increase was partially offset by Project Momentum savings of approximately $14 in the period. Excluding Project Momentum restructuring and related costs, the litigation matter and acquisition and integration costs, SG&A in fiscal 2024 was $473.1 or 16.4%, compared to fiscal 2023 of $459.4 or 15.5%.
Net earnings/(loss) and diluted net earnings/(loss) per common share for the time periods presented were impacted by certain items related to Project Momentum restructuring and related costs, network transition costs, costs related to acquisition and integration, an acquisition earn out, a litigation matter, impairment of goodwill and intangible assets, the (gain)/loss on extinguishment of debt, the December 2023 Argentina Economic Reform, the settlement loss on U.S. pension annuity buy out, the costs of exiting the Russian market, the gain on finance lease termination and the costs of the flooding of our manufacturing facility in Brazil as described in the tables below.
Net earnings and diluted net earnings per common share for the time periods presented were impacted by certain items related to Project Momentum restructuring and related costs, network transition costs, acquisition and integration costs, FY23 & FY24 production credits, impairment of intangible assets, a litigation matter, the Loss/(gain) on extinguishment/modification of debt, the December 2023 Argentina Economic Reform and the settlement loss on U.S. pension annuity buy out as described in the tables below.
(7) The Settlement loss is due to the execution of a partial retiree annuity buy out on the U.S. pension plan in fiscal 2023. This charge is included in Other items, net in the Consolidated Statement of Earnings and Comprehensive Income. (8) These are the costs associated with the Company's exit of the Russian market during fiscal 2022.
(7) The Settlement loss is due to the execution of a partial retiree annuity buy out on the U.S. pension plan in fiscal 2023. This charge is included in Other items, net in the Consolidated Statement of Earnings and Comprehensive Income.
Dividends Total dividends declared to common shareholders were $88.6, and $87.4 was paid in fiscal 2024.
Dividends Total dividends declared to common shareholders were $87.6, and $87.1 was paid in fiscal 2025.
To the extent the estimates described above change, adjustments to income taxes are made in the period in which the estimate is changed. 54 In determining whether a valuation allowance against the net deferred tax assets are warranted, the Company assesses all available positive and negative evidence such as prior earnings history, expected future earnings, carry-back and carry-forward periods and the feasibility of ongoing tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset.
In determining whether a valuation allowance against the net deferred tax assets are warranted, the Company assesses all available positive and negative evidence such as prior earnings history, expected future earnings, carry-back and carry-forward periods and the feasibility of ongoing tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset.
The growth was driven by higher organic Net sales discussed above and improved gross margin due to Project Momentum savings, as well as reduced R&D spending. This was partially offset by higher SG&A and A&P spending compared to prior year. Total segment profit in fiscal 2023 was $626.5, an increase of 4.4% versus the prior fiscal year.
The growth was driven by higher organic Net sales discussed above and improved gross margin due to Project Momentum savings, as well as reduced R&D spending. This was partially offset by higher SG&A and A&P spending compared to prior year.
On September 3, 2024, the Commercial Court of the Canton of Zurich issued a $13.7 judgment against the Company. On October 3, 2024, the Company appealed the judgment with the Federal Supreme Court of Switzerland. The appeal is pending.
On September 3, 2024, the Commercial Court of the Canton of Zurich issued a $13.7 judgment against the Company. On October 3, 2024, the Company appealed the judgment with the Federal Supreme Court of Switzerland. This matter concluded in July 2025.
During the fourth fiscal quarter of 2024, the Company incurred incremental costs of $11.7 primarily related to air freight and third-party packaging support to ensure product availability for key customers during the movement and subsequent prove-in of the relocated lines. These costs were incurred within Cost of products sold on the Consolidated Statement of Earnings and Comprehensive Income.
During the twelve months ended September 30, 2025 and 2024, the Company incurred incremental costs of $19.7 and $11.7, respectively, primarily related to freight and third-party packaging support to ensure product availability for key customers during the movement and subsequent prove-in of the relocated lines. These costs were incurred within COGS on the Consolidated Statement of Earnings and Comprehensive Income.
The impact of these items on reported net earnings/(loss) and reported diluted net earnings/(loss) per common share are provided below as a reconciliation to arrive at respective non-GAAP measures.
The impact of these items is provided below as a reconciliation of Net earnings and Diluted net earnings per common share to Adjusted Net earnings and Adjusted Diluted net earnings per common share, which are non-GAAP measures.
(1) Project Momentum Restructuring and related costs were included in the following lines in the Consolidated Statement of Earnings and Comprehensive Income: Twelve Months Ended September 30, 2024 2023 2022 Cost of products sold (COGS) $ 62.9 $ 29.9 $ — Selling, general and administrative expense (SG&A) Restructuring costs 19.9 26.7 0.9 SG&A - IT Enablement 14.5 3.3 — Other items, net (5.6) (0.2) — Total Project Momentum restructuring and related costs $ 91.7 $ 59.7 $ 0.9 (2) This represents incremental network transition costs, primarily related to air freight and third-party packaging support, to maintain business continuity and service our customers as the Company decommissions certain facilities and relocates production and packaging lines as part of Project Momentum.
Earnings before income tax was negatively impacted by $2.5, or $0.03 per share, compared to the prior year. 36 (1) Restructuring and related costs were included in the following lines in the Consolidated Statement of Earnings and Comprehensive Income: Twelve Months Ended September 30, 2025 2024 2023 COGS - Restructuring costs $ 28.6 $ 62.9 $ 29.9 COGS - US operating efficiency project 5.2 — — SG&A - Restructuring costs 17.2 19.9 26.7 SG&A - IT Enablement 15.7 14.5 3.3 Other items, net 2.0 (5.6) (0.2) Total Project Momentum restructuring and related costs $ 68.7 $ 91.7 $ 59.7 (2) This represents incremental network transition costs, primarily related to freight and third-party packaging support, to maintain business continuity and service our customers as the Company decommissions certain facilities and relocates production and packaging lines as part of Project Momentum.
In fiscal 2023, the insurance claim was settled and no further losses were incurred. 34 Overview General Energizer, through its operating subsidiaries, is one of the world’s largest manufacturers, marketers and distributors of household batteries, specialty batteries and lighting products, and a leading designer and marketer of automotive appearance, performance, refrigerant, and freshener products.
Overview General Energizer, through its operating subsidiaries, is one of the world’s largest manufacturers, marketers and distributors of household batteries, specialty batteries and lighting products, and a leading designer and marketer of automotive appearance, performance, refrigerant, and freshener products.
The increased interest expense in fiscal 2023 was due to higher interest rates compared to fiscal 2022, partially offset by lower average outstanding debt in the current year.
The decreased interest expense in fiscal 2024 compared to fiscal 2023 was due to a lower average outstanding debt balance partially offset by higher interest rates.
For the Years Ended September 30, 2024 2023 Reported Adjusted Reported Adjusted Gross Margin - Prior Year 38.0 % 39.0 % 36.7 % 37.3 % Pricing (1.5) % (1.5) % 4.2 % 4.2 % Project Momentum initiatives 1.9 % 1.9 % 1.4 % 1.4 % Product cost impacts 1.8 % 1.8 % (3.7) % (3.7) % Year-over-year impact of restructuring costs, Brazil flood, exiting the Russian market and integration costs, net (1.6) % — % (0.4) % — % Currency impact and other (0.3) % (0.3) % (0.2) % (0.2) % Gross Margin - Current Year 38.3 % 40.9 % 38.0 % 39.0 % Selling, General and Administrative (SG&A) SG&A expenses were $526.3 in fiscal 2024, or 18.2% of net sales, as compared to $489.4, or 16.5% of net sales for fiscal 2023, and $484.5, or 15.9% of net sales for fiscal 2022.
For the Years Ended September 30, 2025 2024 Reported Adjusted Reported Adjusted Gross Margin - Prior Year 38.3 % 40.9 % 38.0 % 39.0 % FY25 production credits 1.4 % 1.4 % — % — % Project Momentum initiatives 1.7 % 1.7 % 1.9 % 1.9 % Pricing (0.5) % (0.5) % (1.5) % (1.5) % Product cost impacts (1.4) % (1.4) % 1.8 % 1.8 % Tariffs (0.5) % (0.5) % — % — % Acquisition impact (0.4) % (0.4) % — % — % Year-over-year impact of restructuring and related costs, network transition costs, FY23 & FY24 production credits and integration costs, net 3.4 % — % (1.6) % — % Currency impact, including highly inflationary markets (0.3) % (0.3) % (0.3) % (0.3) % Gross Margin - Current Year 41.7 % 40.9 % 38.3 % 40.9 % Selling, General and Administrative (SG&A) SG&A expenses were $532.4 in fiscal 2025, or 18.0% of net sales, as compared to $526.3, or 18.2% of net sales for fiscal 2024, and $489.4, or 16.5% of net sales for fiscal 2023.
There is no assurance that actual future earnings or cash flows of the reporting units will not decline significantly from these projections.
The results of an impairment analysis are as of a point in time. There is no assurance that actual future earnings or cash flows of the reporting units will not decline significantly from these projections.
The Gain on the extinguishment of debt was $1.5 for fiscal year 2023 and related to the Company's retirement of $25.0 of outstanding Senior Notes at a discount and the early repayment of $188.0 outstanding on the term loan. 41 Other Items, Net Other items, net was expense of $22.0, $57.1 and $7.3 in fiscal 2024, 2023 and 2022, respectively, and is summarized below: For the Years Ended September 30, 2024 2023 2022 Other items, net Interest income $ (10.7) $ (8.9) $ (1.0) Foreign currency exchange loss (1) 32.1 17.3 7.8 Loss on sale of available-for-sale securities 1.0 — — Pension cost/(benefit) other than service costs 4.0 2.7 (4.1) Settlement loss on U.S. pension annuity buy out — 50.2 — Exit of Russian market — — 7.5 Gain on finance lease termination — — (4.5) Gain on sale of assets (4.4) — — Transition services income (1.0) — — Other 1.0 (4.2) 1.6 Total Other items, net $ 22.0 $ 57.1 $ 7.3 (1) Foreign currency exchange loss in fiscal 2024 includes the currency impact from the December 2023 Argentina economic reform.
Other Items, Net Other items, net was expense of $0.9, $22.0 and $57.1 in fiscal 2025, 2024 and 2023, respectively, and is summarized below: For the Years Ended September 30, 2025 2024 2023 Other items, net Interest income $ (3.2) $ (10.7) $ (8.9) Foreign currency exchange loss (1) 1.8 32.1 17.3 Loss on sale of available-for-sale securities — 1.0 — Pension cost other than service costs 0.1 4.0 2.7 Settlement loss on U.S. pension annuity buy out — — 50.2 Gain on sale of assets — (4.4) — Transition services income — (1.0) — Other 2.2 1.0 (4.2) Total Other items, net $ 0.9 $ 22.0 $ 57.1 (1) Foreign currency exchange loss in fiscal 2025 includes the currency impact from the December 2023 Argentina economic reform.
Pre-tax costs recorded in Costs of good sold were $3.1, the majority of which were recorded in the first fiscal quarter of 2024 as the Company was awaiting the receipt of the raw materials procured on the Company's behalf by APS Belgium as part of the Belgium Acquisition.
The majority of this was recorded in the first fiscal quarter as the Company was awaiting the receipt of the raw materials procured on the Company's behalf by APS Belgium as part of the Belgium Acquisition.
Advertising and Sales Promotion (A&P) A&P was $143.7 in fiscal 2024, an increase of $1.4 as compared to fiscal 2023 expense of $142.3. A&P was $137.1 in fiscal 2022.
Advertising and Sales Promotion (A&P) A&P was $151.7 in fiscal 2025, an increase of $8.0 as compared to fiscal 2024 expense of $143.7. A&P was $142.3 in fiscal 2023. A&P as a percent of net sales was 5.1%, 5.0% and 4.8% in fiscal years 2025, 2024 and 2023, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

20 edited+1 added−3 removed11 unchanged
Biggest changeConsequently, we are subject to currency risks associated with doing business in foreign countries. Currency risk is heightened in areas with political or economic instability such as the Eurozone, Egypt, Russia and the Middle East and certain markets in Latin America.
Biggest changeCurrency risk is heightened in areas with political or economic instability such as the Eurozone, Egypt and the Middle East and certain markets in Latin America, such as Argentina. A significant portion of our sales are denominated in local currencies but reported in U.S. dollars, and a high percentage of product costs for such sales are denominated in U.S. dollars.
Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in an exchange gain or loss recorded in Other items, net on the Consolidated Statements of Earnings and Comprehensive Income. The primary currency to which Energizer’s foreign subsidiaries are exposed is the U.S. dollar.
Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in an exchange gain or loss recorded in Other items, net on the Consolidated Statements of Earnings and Comprehensive Income. The primary currency to which Energizer’s foreign subsidiaries are 54 exposed is the U.S. dollar.
It is difficult to determine what future impact the use of highly inflationary accounting for Argentina or Egypt or the new Argentine president and his economic reforms may have on our consolidated financial statements as such impact is dependent upon movements in the applicable exchange rates between the local currency and the USD and the amount of monetary assets and liabilities included in our affiliates' balance sheet, as well as any additional reforms that may be issued by the new Argentine Administration. 57
It is difficult to determine what future impact the use of highly inflationary accounting for Argentina or Egypt or the new Argentine president and his economic reforms may have on our consolidated financial statements as such impact is dependent upon movements in the applicable exchange rates between the local currency and the USD and the amount of monetary assets and liabilities included in our affiliates' balance sheet, as well as any additional reforms that may be issued by the new Argentine Administration. 56
The Company has in the past and may in the future use hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain materials and commodities. In February 2019, the Company entered a hedging program on zinc purchases. This program was determined to be a cash flow hedge and qualified for hedge accounting.
The Company has in the past and may in the future use hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain materials and commodities. The Company has entered a hedging program on zinc purchases. This program was determined to be a cash flow hedge and qualified for hedge accounting.
These foreign currencies represent a significant portion of Energizer's foreign currency exposure. At September 30, 2024 and 2023, Energizer had an unrealized pre-tax loss of $4.6 and an unrealized pre-tax gain of $3.3, respectively, on these forward currency contracts accounted for as cash flow hedges included in Accumulated other comprehensive loss on the Consolidated Balance Sheets.
These foreign currencies represent a significant portion of Energizer's foreign currency exposure. At September 30, 2025 and 2024, Energizer had an unrealized pre-tax loss of $3.9 and $4.6, respectively, on these forward currency contracts accounted for as cash flow hedges included in Accumulated other comprehensive loss on the Consolidated Balance Sheets.
The Company has an interest rate swap that fixes the variable benchmark component (SOFR) at an interest rate of 1.042% on variable debt of $700.0. The notional value will decrease by $100.0 on December 22, 2024 and by $100.0 each year thereafter until its termination date on December 22, 2027.
The Company has an interest rate swap that fixes the variable benchmark component (SOFR) at an interest rate of 1.042% on variable debt of $600.0. The notional value will decrease by $100.0 on December 22, 2025 and by $100.0 each year thereafter until its termination date on December 22, 2027.
The change in estimated fair value of the foreign currency contracts for the twelve months ended September 30, 2024 resulted in a gain of $6.2 and was recorded in Other items, net on the Consolidated Statements of Earnings and Comprehensive Income. Commodity Price Exposure The Company uses raw materials that are subject to price volatility.
The change in estimated fair value of the foreign currency contracts for the twelve months ended September 30, 2025 resulted in a gain of $3.3 and was recorded in Other items, net on the Consolidated Statements of Earnings and Comprehensive Income. Commodity Price Exposure The Company uses raw materials that are subject to price volatility.
Assuming foreign exchange rates versus the U.S. dollar remain at September 30, 2024 levels, over the next twelve months, $4.3 of the pre-tax loss included in Accumulated other comprehensive loss is expected to be included in earnings.
Assuming foreign exchange rates versus the U.S. dollar remain at September 30, 2025 levels, over the next twelve months, $3.9 of the pre-tax loss included in Accumulated other comprehensive loss is expected to be included in earnings.
Energizer had an unrealized pre-tax gain on the zinc contracts of $4.0 and an unrealized pre-tax loss of $0.7 at September 30, 2024 and 2023, respectively. These were included in Accumulated other comprehensive loss on the Consolidated Balance Sheet. 56 Interest Rate Exposure The Company has interest rate risk with respect to interest expense on variable rate debt.
Energizer had an unrealized pre-tax gain on the zinc contracts of $1.5 and $4.0 at September 30, 2025 and 2024, respectively. These were included in Accumulated other comprehensive loss on the Consolidated Balance Sheet. Interest Rate Exposure The Company has interest rate risk with respect to interest expense on variable rate debt.
The notional vale of the swap was $700.0 at September 30, 2024. The pre-tax gain recognized on this interest rate swap was $39.8 and $79.8 as of September 30, 2024 and 2023, respectively. These were included in Accumulated other comprehensive loss on the Consolidated Balance Sheet.
The notional vale of the swap was $600.0 at September 30, 2025. The pre-tax gain recognized on this interest rate swap was $25.3 and $39.8 as of September 30, 2025 and 2024, respectively. These were included in Accumulated other comprehensive loss on the Consolidated Balance Sheet.
At September 30, 2024, Energizer had variable rate debt outstanding with a principal balance of $784.1 under the 2020 Term Loans and international borrowings. There were no outstanding borrowings on the 2020 Revolving Credit Facility at September 30, 2024.
At September 30, 2025, Energizer had variable rate debt outstanding with a principal balance of $871.6 under the Term Loan and international borrowings. There were no outstanding borrowings on the Revolving Credit Facility at September 30, 2025.
A significant portion of our sales are denominated in local currencies but reported in U.S. dollars, and a high percentage of product costs for such sales are denominated in U.S. dollars. Therefore, although we may hedge a portion of the exposure, the strengthening of the U.S. dollar relative to such currencies can negatively impact our reported sales and operating profits.
Therefore, although we may hedge a portion of the exposure, the strengthening of the U.S. dollar relative to such currencies can negatively impact our reported sales and operating profits.
The rate remained around this level throughout December, ending December 31, 2023 at a rate of 808:1. The rates have continued to devalue and ended September 30, 2024 at 969:1. The currency devaluation had a significant impact on the remeasurement of the Company's monetary assets and liabilities during the first quarter of fiscal 2024.
The rate remained around this level throughout December, ending December 31, 2023 at a rate of 808:1. The rates have continued to devalue and ended September 30, 2025 at 1370:1.
As of September 30, 2023, the Company's assets and liabilities on the Argentina subsidiary's balance sheet translated to USD was $40.1 and $14.7, respectively. The translated asset and liability balances declined to $25.8 and $14.6, respectively, at December 31, 2023, and resulted in an exchange loss of $14.7 in Other items, net during the month of December.
The translated asset and liability balances declined to $25.8 and $14.6, respectively, at December 31, 2023, and resulted in an exchange loss of $14.7 in Other items, net during the month of December. The Company does not manufacture in Argentina and is an importer primarily of batteries in this region.
In addition to the revaluation, the Company also recorded $6.3 of transactional currency exchange losses in Other items, net during December 2023.
As a result, the liability balances included USD denominated debt of $10.3 and $8.8 at December 31, 2023 and September 30, 2023, respectively. In addition to the revaluation, the Company also recorded $6.3 of transactional currency exchange losses in Other items, net during December 2023.
The Company's derivatives are used only for identifiable exposures, and we have not entered into hedges for trading purposes where the sole objective is to generate profits. 55 Currency Exposure Our business is conducted on a worldwide basis, with approximately 40% of our sales in fiscal 2024 arising from foreign countries, and a significant portion of our production capacity and cash located overseas.
Currency Exposure Our business is conducted on a worldwide basis, with approximately 40% of our sales in fiscal 2025 arising from foreign countries, and a significant portion of our production capacity and cash located overseas. Consequently, we are subject to currency risks associated with doing business in foreign countries.
As of September 30, 2024, the USD denominated debt has decreased to $8.6. Effective October 1, 2024, the financial statements for our Egypt subsidiary will also be consolidated under the rules governing the translation of financial information in a highly inflationary economy.
Effective October 1, 2024, the financial statements for our Egypt subsidiary were consolidated under the rules governing the translation of financial information in a highly inflationary economy. The Egypt economy exceeded the three year cumulative inflation rate of 100 percent as of September 30, 2024 and remains highly inflationary as of September 30, 2025.
The following risk management discussion and the estimated amounts generated from the sensitivity analysis are forward-looking statements of market risk assuming certain adverse market conditions occur.
The following risk management discussion and the estimated amounts generated from the sensitivity analysis are forward-looking statements of market risk assuming certain adverse market conditions occur. The Company's derivatives are used only for identifiable exposures, and we have not entered into hedges for trading purposes where the sole objective is to generate profits.
For the year ended September 30, 2024, our weighted average interest rate on variable rate debt was 3.40%. Hyperinflationary Economies and Foreign Currency Exposure Effective July 1, 2018, the financial statements for our Argentina subsidiary were consolidated under the rules governing the translation of financial information in a highly inflationary economy. Under U.S.
Effective July 1, 2018, the financial statements for our Argentina subsidiary were consolidated under the rules governing the translation of financial information in a highly inflationary economy. The Argentina economy exceeded the three year cumulative inflation rate of 100 percent as of June 2018, and remains highly inflationary as of September 30, 2025.
GAAP, an economy is considered highly inflationary if the cumulative inflation rate for a three year period meets or exceeds 100 percent. The Argentina economy exceeded the three year cumulative inflation rate of 100 percent as of June 2018, and remains highly inflationary as of September 30, 2024.
For the year ended September 30, 2025, our weighted average interest rate on variable rate debt was 3.88%. Highly inflationary Economies and Foreign Currency Exposure Under U.S. GAAP, an economy is considered highly inflationary if the cumulative inflation rate for a three year period meets or exceeds 100 percent.
Removed
The Company does not manufacture in Argentina and is an importer primarily of batteries in this region. As a result, the liability balances included USD denominated debt of $10.3 and $8.8 at December 31, 2023 and September 30, 2023, respectively.
Added
The currency devaluation had a significant impact on the remeasurement of the Company's monetary assets and liabilities during the first quarter of fiscal 2024. 55 As of September 30, 2023, the Company's assets and liabilities on the Argentina subsidiary's balance sheet translated to USD was $40.1 and $14.7, respectively.
Removed
As of September 30, 2024, the USD value of monetary assets, net of monetary liabilities, which will now be subject to an earnings impact from translation rate movements for our Egypt affiliate under highly inflationary accounting was $2.4.
Removed
We have not included any adjustments for Egypt's highly inflationary accounting in our current results as the economy was deemed highly inflationary subsequent to year-end.

Other ENR 10-K year-over-year comparisons